m HIGHLIGHTS OF 1958 1958 * 1957 Seat miles produced 981,740,000 1,175,071,000 Seat miles sold 533,443,000 702,727,000 Passengers carried 970,498 1,379,653 Total operating revenues $ 33,970,204 42,218,951 Operating income 1,055,791 4,796,714 Net income 1,402,340 2,401,914 Dividends paid: Cash $ 731,861 660,002 Stock 807,238 755,492 Common stock outstanding 927,920 882,483 Income per share 1.51 2.72 Dividends per share: Cash--annual rate 0.80 0.80 Stock 4% 4% Total shareholders' equity 18,996,428 17,469,192 Shareholders' equity per share 20.47 19.80 Cash and U.S. Government securities $ 6,520,798 7,332,034 Working capital 5,319,511 4,688,158 Investment in property and equipment 46,319,339 38,412,441 Long-term debt 19,748,000 16,827,000 Number of employees Wages and salaries paid 2,547 $11,946,734 2,773 14,334,769 Operations were suspended from February 21 to June 10, 1958, because of a strike. V J THE COVER During a lengthy series of performance tests, Lockheed Electra prop-jets race through southern California skies at 400 miles-per-hour. Western Air Lines will introduce Electra/Flight to key western cities in 1959, marking the company's entry into the commercial jet age with a fleet of airliners designed for efficient operation over the WAL system. THE PRESIDENT'S LETTER General Offices Western Air Lines Building 6060 Avion Drive Los Angeles International Airport Los Angeles 45, California Registrars Bank of America 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 Agents 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 Counsel Darling, Shattuck & Edmonds Attorneys-at-Law 523 West Sixth Street Los Angeles 14, California Auditors Peat, Marwick, Mitchell & Co. 618 South Spring Street Los Angeles 14, California To Shareholders, Employees, Customers and Friends: For Western Air Lines, as well as most of the domestic airline industry, 1958 proved to be a year filled with problems. There was an unprecedented wave of major strikes, a further contraction of profit margins and costly preparation for the commercial jet age. Despite these difficulties, Western and the industry moved into a new year convinced of the promise which lies ahead, assured by a resilience which seems unparalleled in the tradition of American business. The company suffered a lengthy pilots strike. However, traffic tem porarily lost was recovered speedily by an aggressive program of sales and service. Due in large part to the unusual efforts of company personnel, who were patient and loyal during a long period of enforced idleness, Western succeeded in producing a profit and in continuing its regular dividend policy. The most significant single statistic, which justifies the promise held for 1959, is that operating revenues for the concluding six months of 1958 increased almost 12 per cent over those for the same period in 1957. Within a few months, Western will be operating the prop-jet Electras in regular service. For some time our personnel and operations have been geared for the introduction of these jet-age aircraft, looking ahead to the competitive advantages which they will provide. On April 17, 1959, Western will become the first commercial airline in the nation to complete 33 years of continuous operation. The coming year, in which we will have an opportunity to provide our best service to the people of the fastest-developing region in our hemisphere, should be the best in the long history of Western Air Lines. I 4JULc. Annual Meeting Fourth Thursday in April at General Offices February 20, 1959 PRESIDENT Western Air Lines Building Los Angeles International Airport Los Angeles 45, California Published as an information service for the shareholders, employees, customers and friends of Western Air Lines by the Public Relations Department of the Ad ministration Division. THIRTY-THIRD ANNUAL REPORT EARNINGS $1.51 a Share for 1958 Western Air Lines in 1958 earned a total of $1,402,340, or $1.51 a share based on the 927,920 shares of stock outstanding on December 31. Net gains from the disposal of property amounted to $1,522,386, or $1.64 a share, while operations, reflecting the severe impact of an Air Line Pilots Association strike which forced suspension of operations from February 21 to June 10, resulted in a net loss of $120,046, or $.13 a share. By comparison, the 1957 net income of the company was $2,401,914, equivalent to $2.72 a share, including profit realized from the disposal of property of $528,077, or $.60 a share, adjusted for the 1958 stock dividend. More meaningful, however, is the substantial increase in operating income reported for the last half of 1958, the period following the strike, as compared to the same 1957 period. Operating income for the final six months of 1958 amounted to $3,656,000, materially in excess of the $2,290,000 realized in the final half of the previous year. DIVIDENDS Eighth Successive Year Cash dividends to its shareholders were paid by Western Air Lines during 1958 for the eighth consecu tive year. In addition, a stock dividend was distributed for the third successive year. Regular quarterly dividends of $.20 a share were paid on March 10, May 15, August 15 and November 15, and a 4 per cent stock dividend was forwarded to share holders on March 20. Dividend declarations were announced at directors' meetings in San Diego, Los Angeles, San Francisco and Salt Lake City as the company continued its long-stand ing policy of holding quarterly business sessions in key cities on the company system. At the February 18, 1959 meeting in Mexico City, the board of directors declared the first quarterly cash dividend of the new year and also ordered distribution of a 4 per cent stock dividend. The $.20 cash dividend is payable on March 20 and the stock dividend on April 3 to all shareholders of record on March 6. REVENUES Promising Second Half Operating revenues of Western Air Lines for 1958 were $33,970,204, down 19.5 per cent from the record $42,218,951 of the previous year. V*. Significantly, operating revenues for the last six months of 1958 were $25,271,000, up 11.9 per cent over the comparable 1957 period. This improvement mirrored to some extent the widespread business upturn which became apparent in September and October, as con trasted with the recession which became evident during the same months of 1957, and reflected the intensified sales and service efforts of the company. Principal revenue sources were substantially the same as in 1957 with passenger traffic accounting for 92.6 per cent; freight, express and excess baggage 3.8 per cent; mail 2.2 per cent; and other operating revenues 1.4 per cent. Revenues for the year benefitted from the interim fare increase of 4 per cent, plus $1 a ticket, granted by the Civil Aeronautics Board on February 10, and from -- BRIEF BALANCE SHEET Western owns: 1958 1957 Cash and U.S. Government securities $ 6,520,798 7,332,034 Owed by others 5,769,421 3,462,603 Expendable parts and supplies 662,276 922,432 Buildings and improvements, net 2,129,052 2,249,539 Flight and other equipment, net 28,905,983 22,402,940 Deposits on new equipment 4,208,493 6,476,711 Prepaid expenses 1,131,126 834,973 Deferred charges and other 268,389 335,844 49,595,538 44,017,076 Western owes: Owed to vendors and others 5,047,091 4,267,780 Federal income taxes-- current and deferred 2,699,272 3,147,672 Tickets sold but not yet used 904,747 1,105,432 Notes payable- current and long-term.... 18,700,000 13,905,000 Debentures 3,248,000 4,122,000 30,599,110 26,547,884 Excess of what is owned over what is owed, or shareholders' equity $18,996,428 17,469,192 further CAB action, on October 20, authorizing elimina tion of roundtrip discounts, reduction of family-plan discounts from 50 to 3314 per cent, and restriction of promotional stopover privileges. An additional stimulant to revenues will become effec tive on March 1, 1959 when the two-part CAB ruling becomes applicable to intrastate operations in California. It is possible that in 1959 the CAB finally will act on the long and complex record developed in the General Passenger Fare Investigation, a proceeding which was instituted in November 1957. It is hoped that after a realistic appraisal of the record the board will permit fare increases in line with the value of air service now being rendered, and in order to meet the continuing upward spiral of operating expenses. STATEMENT OF SOURCE AND DISPOSITION OF FUNDS FOR 1958 Source of funds: Net income $1,402,340 Depreciation and other non-cash charges 4,386,682 Deferred federal taxes on income 230,000 Sale of capital stock Bank notes $2,000,000 7,305 Insurance company notes.. 3,995,000 Less reductions in long-term notes 5,995,000 2,200,000 3,795,000 9,821,327 Disposition of funds: Planes and other equipment including contract deposits 8,458,113 Dividends: Cash 731,861 Increase in Working Capital 631,353 $9,821,327 J Star of the company's television advertising is the entertaining "Relaxed Bird," seen here in a scene from the newest of a prize-winning series of films. In Mexico, he speaks Spanish. EXPENSES Operating Costs Held Operating expenses of Western Air Lines during 1958 were $32,914,413, compared to $37,422,237 in the previous year. While operating revenues for the last half of 1958 were 11.9 per cent above those for the same period 1957, operating expenses were held to an increase of 6.5 per cent. This favorable improvement in the operating ratio underscored the increase in operating income which occurred in the last half of 1958. While most expense classifications reflected a decrease due to the suspension of company services during the strike, depreciation, promotion and sales, and general and administrative costs were up over the previous year. Depreciation is a continuing expense not susceptible to contraction. In addition, the 1958 figures show the additional provision for nine new DC-6B aircraft intro duced into the Western fleet during the year. Within the promotion and sales category it was possible to reduce variable expenses during the strike period; however, these reductions were more than offset by the need for increased programs to regenerate traffic for the favorable second-half period. The general and administrative category includes, proportionately, more fixed costs which could not be curtailed than other categories and, in addition, includes an increasing burden of property taxes. These categories also reflect the management decision to retain all supervisory personnel on the payroll during the pilots strike in order to perform essential duties, handle extraordinary responsibilities which developed during the period of labor unrest, and prepare for the swift and orderly resumption of operations. Members of the Western Air Lines Board of Directors and executive staff who provided leadership for the company during 1958 are (left to right, standing) Arthur F. Kelly, vice president-sales; D. P. Renda, vice president-legal and sec retary; Hugh W. Darling, director and general counsel; Terrell C. Drinkwater, president and director; Harry J. Volk, director; J. Judson Taylor, vice president and treasurer; Alexander Warden, director; G. G. Brooder, vice president; Thomas M. Murphy, assistant to the president; L. Welch Pogue, director; Stanley Gewirtz, vice president-administration; Marvin W. Landes, vice president-service; Hector C. Haight, director; Charles J. J. Cox, controller and assistant treasurer; and Stanley R. Shatto, vice president-operations and director. Seated are (left to right) Sidney F. Woodbury, director; Dr. Donald H. McLaughlin, director; John M. Wallace, director; Dudley Swim, director; and Robert E. Driscoll Sr., director. Not present was Goodrich Lowry, director. Western's board represents many regions served by the company system. FINANCES Strong Capital Position Working capital of Western Air Lines on December 31 was $5,319,511, an increase of $631,353 during the year. The ratio of current assets to current liabilities was $1.61 to $1, almost identical to that reported at the close of 1957. The financial statement of the company for 1957 disclosed a firm commitment of approximately $26,000,- 000 related to the equipment program initiated in 1956. At the end of 1957, $12,000,000 remained available under the 1956-57 loan agreements, leaving $14,000,000 to be covered by depreciation, deferred taxes, earnings and, if necessary, additional borrowings. For 1958, the financial statement sets forth a remain ing commitment of $17,500,000, of which $4,000,000 is expected to be provided through an engine-lease arrange ment now under negotiation. Of the remaining $13,- 500,000, $6,000,000 will be provided by additional funds to be drawn during 1959 under the terms of the 1956 financing plan. Balance of the funds required dur ing the period between the close of 1958 and early 1960 is expected to be provided from operational sources, enumerated above, in the amount of $7,500,000. SHAREHOLDERS AND STOCK Equity at All-Time High On the final day of 1958, there were issued and out standing 927,920 shares of Western Air Lines common stock, 79,379 shares more than the total of 848,541 out standing at the close of the previous year. Included in the increase were 35,483 shares distrib uted as a 4 per cent stock dividend, 43,053 shares issued upon conversion of debentures, and 843 shares issued through exercise of stock options. Shareholders' equity at the close of 1958 was a record $18,996,428, equivalent to $20.47 a share, an increase of $1,527,236 over the 1957 total equity of $17,469,192, or $19.80 a share, adjusted for the 1958 stock dividend. Ownership of the company's stock continued to be widespread. On the New York Stock Exchange, 319,000 shares of Western stock were traded in 1958 at prices ranging from a low of 1914 to a high of 2814, with a closing price of 2734, up $7 a share from the final 1957 price of 2034. On the Pacific Coast Stock Exchange, 14,901 shares were traded. The year's low was 1914, high was 27%, and the closing level was 2714, also up $7 from the previous year. At a special meeting of stockholders held at the Los Angeles general offices on December 15, election of a 13-man board of directors headed by the company's president brought to a close more than two years of complex litigation involving action taken by share holders in 1956 to change the method of electing direc tors from cumulative to straight voting of stock. 1 he special meeting followed clarifying decisions of the Superior Court of California and the Court of Chancery of Delaware on the voting-method issue. In accordance with the shareholders' amendment of the company's certificate of incorporation, and confirming court rulings, voting at the meeting was by the straight method. Dissident directors who had opposed the change did not stand for re-election. With shareholders in attendance representing in per son or by proxy 75.93 per cent of all qualified shares, the new board was elected without opposition. In all, 702,208 of the 924,757 shares, qualified for balloting were cast for the 13 nominated directors. EQUIPMENT Ready for the Jet Age In close cooperation with officials of the Lockheed Aircraft Corporation and the Allison Division of Gen eral Motors Corporation, personnel of Western Air Lines worked throughout 1958 in preparation for the company's introduction of the prop-jet. Vehicle for the entry, scheduled for Summer 1959, will be the tested Lockheed Electra prop-jet, a 400-mile- per-hour transport now in production for 15 major air lines serving five continents. Western expects to be the first airline to offer prop-jet service on the heavily trav eled Pacific Coast routes, and plans to introduce Electra/ Flight to key western cities during the year ahead. Deliv ery of the first plane in a fleet of nine Electras is sched uled for June 1959. Five of the new aircraft will be placed in service this year, four in 1960. Western's personnel worked throughout 1958 in preparation for the company's entry into the commercial jet age. Here veteran supervisors attend special Electra training course. Checking the magnetronic "memory drum," heart of Western's new electronic reservations system, are Tony Villodas, Tele register Corp. field service manager, and Jack M. Slichter, WAL passenger services director, at newcentral control center. Integration of the Electra fleet into the company's schedule patterns by early 1960 will provide passenger carrying capacity double that of Western's 1955 opera tions. Considered by company engineers to be ideally suited for the company's system, the Electra is designed to operate efficiently for the 550-mile average Western passenger's air trip. Western's management has not yet made a decision to acquire turbo-jet aircraft, but is continuing to study available equipment, as well as proposed aircraft, in an effort to find an intermediate-range airliner which will provide efficient and economical utilization on the com pany's relatively short-haul system. While preparing for the Electra, Western in 1958 acquired nine additional Douglas DC-6B airliners, and operated six of them in 87-passenger aircoach configura tion. During the year, the company sold three DC-6Bs, and in 1959 will convert the aircoaches to 95-passenger configuration. The program calls for modification of seven planes. DC-8 operations were cut back in preparation for the transfer to local service airlines of operating rights at smaller cities. As a result, the company disposed of three DC-3s. Three Convair 240s were disposed of during the year. At the close of the year, the Western fleet was com posed of 35 planes, including 21 60-passenger deluxe DC-6Bs, six 87-passenger DC-6B aircoaches, six 40- passenger Convair 240s and two 22-passenger DC-3s. Setting a fast pace for the year ahead, Western on January 13, 1959 flashed into operation the Resetron, a new concept in reservations-by-electronics perfected dur ing more than two years of study and testing by the company's passenger service experts. The revolutionary network, which now links sales offices, reservations centers and airport ticket counters in every city on the system for swift replies to requests for flight reservations, was designed and built specifi cally to meet the particular needs of Western by the Teleregister Corporation, pioneer in the production of electronic systems for stock exchanges, banks and industries. Working at split-second speeds, the Resetron enables ticket agents at 96 locations to determine seat availability on as many as 60,000 flight segments up to six months in advance. Agents also are able to sell or to cancel space for passengers by electronic controls installed and maintained by contract engineers of the company from which the equipment is leased. Heart of the network is a magnetronic "memory" drum, located in a new reservations control center at the company's Los Angeles International Airport headquar ters. At the selling end of the vast electronic network are agent sets, no larger than conventional adding machines. Automatic transactions through agent sets are being channeled through 38 locations in the Los Angeles area, 21 sites in San Francisco, and at city ticket offices, airport counters and reservations centers in San Diego, Long Beach, Oakland, Portland, Seattle, Tacoma, Las Vegas, Phoenix, Salt Lake City, Denver, Minneapolis and St. Paul. In other cities on the system, transactions are being made through teletype machines and tape trans mitters which send information to the "memory" drum through the same equipment at nearly the same speeds as the agent sets. SALES AND SERVICE Campaigns Win Traffic Imaginative exploitation of newly established routes and services, an intensive campaign promoting winter- vacation travel, and a program planned to regenerate strike-impaired traffic were highlights of the company's sales and service effort during 1958. Despite the suspension of all company flight services for nearly one-third of the year, Western carried 970,- 498 passengers during 1958, a decrease of 29.7 per cent from the previous year's record. Total passenger revenues for the year were $31,459,- 203, down 19.8 per cent from $39,243,111 in 1957. Deluxe services accounted for 70 per cent of the 1958 passenger revenues, as contrasted with 75 per cent in the previous year, while aircoach services contributed 30 per cent, up from 25 per cent in 1957, demonstrating continuation of the rising trend in public acceptance of Western's economy flights. Cargo revenues totaled $1,304,919, down only 18.2 per cent from the 1957 figure of $1,596,246 in spite of the lengthy suspension of service. Mail revenues, includ ing service payments for both regular air mail and the non-priority transportation of surface mail by air, were $732,441 during the year, compared to $1,067,404 in 1957. Mail payments, for service rendered, accounted for only 2 per cent of Western's income dollar, reflecting the company's continuing status as a subsidy-free carrier. Passenger load factor was 54.3 per cent for the short ened operating year as 533,443,000 of the 981,740,000 seat-miles produced were sold to the traveling public. The decline of 5.5 points in the load factor can be attributed largely to the business recession and the post strike period in which traffic had to be regenerated. Results of an expanded program of advertising and promotion, necessarily concentrated in the second half of the year, were apparent in accelerated traffic gains during the winter months. On January 4, 1959, a new passenger-traffic record was set for the second time in 36 days when 6,393 air travelers boarded Western planes within 24 hours. Sales emphasis continued on the Phoenix and Mexico City routes, highlighted by a major campaign announc The combination of attractive routes, carefully designed serv ice and imaginative promotion attracted famous personalities to Western Air Lines flights during 1958, as it has for the past 33 years. Among leading figures in the entertainment world who enjoyed WAL service during the year were (left to right) ing inauguration of aircoach flights to Mexico on December 1 as economy counterparts of the company's popular "Fiesta Flights'' aboard deluxe aircraft. "Take a Sun Break'' was the keynote of a four-months advertising campaign designed to emphasize the attrac tions of the system's winter-resort cities. At the same time, the biggest "tie-in'' promotional campaign ever conducted by the company was organized in cooperation with leading fashion houses and manufacturers of resort wear. The company's television advertising, featuring the famous "Relaxed Bird,'' won national recognition during the year, including an award from the American News paper Publishers Association. For the first time, the company signed contracts for year-round TV commer cials in principal metropolitan centers. Television adver tising was inaugurated in Mexico City during the year with a Spanish-speaking "Relaxed Bird.'' A new series of travel posters, employing an unusual art technique, was introduced and will be widely dis tributed during 1959. A variety of promotional activity drew attention to the company's services during 1958, with Western's now-famed San Francisco cable car winning top honors in a score of civic appearances. Sales centers were opened in Portland and Palo Alto, and service facilities were inaugurated at the new down town airlines terminal in San Francisco. Charter activities were increased during the last half of 1958 with the result that special flights earned $256,- 428 for the year. Cary Grant, top Hollywood star for more than a decade; Margot Fonteyn, favorite British ballerina; Kim Novak, leading filmland glamour star; and Cantinflas, Mexico's internation ally famed entertainer. For many years known as "the skyway of the stars," Western continues as a show business favorite. Highlight of Western's new "Fiesta Flights" between Los Angeles and Mexico City is a tempting service of frosty parfaits and French pastries served from a unique aisle cart. Keeping pace with the growth of agency, interline, government and military sales, the company expanded this area of its organization in 1958. The impact of interline business is illustrated by the fact that Western now maintains interline traffic agree ments with 95 other air carriers throughout the world, including Central and South American operators tied in with the company's Mexican services. PERSONNEL Reorganization for Future The company suffered a major loss on September 9 in the death of Mr. Paul E. Sullivan, vice president- administration and secretary of the corporation. A 28- year veteran of the air transportation industry, Mr. Sullivan had served Western since 1930 and had been a member of the executive staff since 1945. In October, reorganization of principal responsibilities within the company was accomplished by the election of Mr. Stanley Gewirtz as vice president-administration and Mr. D. P. Renda, vice president-legal, as corporate secretary. Mr. Gewirtz, an attorney and former vice president and assistant to the president of the Air Transport Asso ciation of America, the industry organization represent ing the nation's scheduled air carriers, was selected by the board of directors to take over direction of the com pany division which includes personnel, public rela tions, labor relations, government affairs and flight schedules. Mr. Renda, who will continue to serve as head of Western's legal division, a position he has held since his election to that office in 1954, assumed additional duties as corporate secretary. He has been with the company since 1946. Elected as assistant secretaries were Mr. William C. Jennings, corporate law department director, and Mr. John W. Simpson, administrative law department director. Despite severe burdens placed upon more than 2,000 company employees who had to be furloughed during the pilots union strike, the company closed the year with a personnel roster reflecting one of the highest seniority standings in the airline business. Headed by Western's senior employee, Mr. W. Edgar Eatchel who was awarded the first 30-year service pin in the company's history, 46.3 per cent of employees were credited with more than five years of seniority at the end of 1958. More than one-quarter of all per sonnel are entitled to wear 10-year service emblems, and a select 2.5 per cent have been awarded 20-year pins. The company is expanding its employee relations programs to provide necessary orientation for the 20.3 per cent of personnel who have been with Western less than one year. As of December 31, the company's employment ros ters carried the names of 2,547 employees, a decrease of 8 per cent from the previous year. Sixty-nine per cent of employees are men, 31 per cent are women. More than 2,200 employees, representing 87 per cent of total personnel, are represented by the seven labor unions with which the company has agreements. Western reached agreements with five unions during the year, including a pact with the International Associ ation of Machinists which was approved an unprece dented 11 weeks in advance of scheduled negotiations. Agreements with the dispatchers and the stewardesses will be opened for negotiation in 1959; all other agree ments are effective until at least 1960. Four major airlines, in addition to Western, were grounded by strikes in 1958. The first pilots strike in the company's 33-year history suspended all operations for 108 days, equivalent to 29.6 per cent of the year. Issues in the strike were settled when an arbitration award was handed down on November 19 providing for a contract which will remain in effect until October 1, 1960. During the year, most Western employees partici pated in the company's inclusive group insurance pro gram, with 93.6 per cent subscribing to one or more types of coverage offered. Group hospitalization insur ance attracted 88.7 per cent of eligible personnel, while 84.6 per cent availed themselves of accident and sickness coverage and 69.6 per cent purchased life insurance under the plan jointly financed by the company and its employees. A total of $289,631 in insurance benefits was paid to employees and their family members in 1958, including $192,078 to defray hospitalization expenses, $85,553 in accident and sickness benefits, and $12,000 in life insurance. On December 31, 920 eligible employees were par ticipating in the company's retirement income program, now in its seventh year of operation. Cost of retirement plans during 1958 was $513,402 for past and current services. Remaining past-service cost of the insurance program will be funded over the next six years and is expected to require annual payments of $106,000. Throughout the year, the company maintained its free and reduced-rate transportation plan for employees and their families. Several thousand space-available passes were issued to personnel for trips on the company system, and an almost equal number of passes was obtained from other scheduled airlines through a pro gram of reciprocal agreements. This privilege continued to be one of the most attractive "fringe benefits" for company employees. -- BRIEF STATEMENT OF INCOME Western's income came from: Passengers Express, freight and baggage Mail Gain on disposal of property Other income 1958* $31,459,203 1,304,919 732,441 2,120,386 560,193 36,177,142 1957 39,243,111 1,596,246 1,067,404 708,077 443,301 43,058,139 Western's expenses were: Wages and salaries 11,946,734 14,334,769 Social security, group insurance and retirement plans 909,524 1,086,628 Gasoline and oil 5,126,302 6,309,060 Materials and repair parts.. 2,254,901 3,350,555 Depreciation 4,135,612 3,010,894 Advertising and publicity... 1,410,912 1,297,259 For service to passengers.. 1,595,177 2,271,800 Rentals and landing fees... 941,473 980,205 Insurance 743,948 822,425 Interest 1,023,340 780,419 Taxes 2,032,759 3,754,855 Utilities and services 1,667,328 1,491,331 Other costs 986,792 1,166,025 34,774,802 40,656,225 Net Income $ 1,402,340 2,401,914 'Operations were suspended from February 21 to June 10,1958, because of a strike. V J Representing the company's skilled corps of flying hostesses, Western's Mary Lou Talbot won honors as top domestic airline stewardess at 1958 international contest held at Miami. In February, selected management-level personnel attended the second phase of a graduate seminar at the University of Washington for development of mana gerial abilities in preparation for assumption of increased company responsibility. Conducted by faculty members of the graduate College of Business Administration, the special course emphasized advanced training in em ployee relations and job motivation. During the year, programs of scientific employee selec tion and wage-and-salary analysis were activated by the personnel department, as was a specialized plan for pro curement of highly qualified stewardess candidates. A schedule of employee training classes utilized to near- capacity the new facilities of the Western Air Lines Training Center adjoining the general offices at Los Angeles. The Westernaire Federal Credit Union, operating from the company's general offices, provided savings and loan service to 80.2 per cent of employees during a record year. At the close of 1958, total assets of the WFCU were $1,287,310; net earnings for the year were reported as $70,455. This complex flight simulator in the Western Air Lines Train ing Center is a key in the development of crew proficiency. ROUTE DEVELOPMENT Completion of a Program In 1958, Western Air Lines brought to virtual com pletion an important phase of its long-range program to modernize the company's 9,153-mile route system. The transfer of operating rights at 16 smaller communities to subsidized local service carriers should result in sub stantial operating economies. In the Seven States Area Investigation, the Civil Aeronautics Board, in accordance with its policy of separating trunkline from subsidized local service oper ations wherever possible, authorized suspension of West ern service at Rochester, Mankato, Brookings, Spearfish, Hot Springs, Chadron, Alliance and Scottsbluff. Working closely with local service carriers to insure the continuance of air service to the traveling public through orderly transition, the company has scheduled suspension of its flights so there will be no interruption of Western's service until the smaller airlines are pre pared to provide service tailored to local needs. On February 16, 1959, Western withdrew service from Rochester; on March 1, 1959, the company planned to suspend flights at Brookings, Mankato and Spearfish as North Central Airlines succeeded to service rights; by April 1, 1959, Frontier Air Lines is scheduled to replace Western at Hot Springs and the three Nebraska cities. On December 9, 1958, in a "press release decision" in the Montana Local Service Case, the CAB indicated it would grant final approval early in 1959 for elimination of the company's services at Lewistown, Cut Bank, Jack- son, Logan and Ogden. It is anticipated that obligations at these points will be transferred to subsidized local service carriers during the first half of 1959. Earlier in this route-modernization program, the com pany's flights were suspended at Cedar City, and service rights terminated to Richfield and St. George. In an earlier press release, the CAB stated its intention to deny the company's application for authority to oper ate turnaround service between Minneapolis-St. Paul and Chicago, indicating that award of the route would go to Eastern Air Lines and Capital Air Lines. The company plans to file a petition for reconsideration of the final CAB decision, which is expected early in 1959. Western's authority to provide service to Phoenix was made permanent when the U.S. Court of Appeals for the District of Columbia denied an appeal of the 1957 CAB decision in the Service to Phoenix Case. In 1958, the CAB issued a press release stating that it intended to defer decision on all applications in the Dallas to the West Service Case for contemporaneous decision with a newly inaugurated Southern Transcon tinental Service Case, a complex proceeding which is expected to involve the entire southern tier of states from California to Florida. At hearings scheduled to begin in April 1959, West ern will request authority to provide service between San Francisco-Oakland and Los Angeles to Dallas-Fort Worth and Houston via the intermediate cities of San Diego, Las Vegas, Phoenix, Albuquerque, El Paso and San Antonio. Hearings are scheduled to open on March 10, 1959 in the Pacific Southwest Service Case, which involves an examination of the air service needs of an area bounded by San Francisco, Reno, Las Vegas, San Diego and the Pacific coastline. In this proceeding, the com pany will request authority to operate direct service between Los Angeles, Sacramento and Reno; direct service between San Francisco and Las Vegas, which would provide one-carrier flights between the Pacific Northwest and the Nevada resort city; and, permission to provide San Diego-Long Beach-San Francisco and Palm Springs-Ontario-San Francisco service by elimina tion of a restriction now requiring stops at Los Angeles. The company also will oppose vigorously proposals for unnecessary duplication of the services it now is providing over routes in the area included in this case. Announcement of new bilateral conferences between the United States and Canada early in 1959 may vitalize the company's long-dormant U.S. authority to serve Calgary in the Province of Alberta by international agreement. To the south, the U.S.-Mexico pact under which the company operates its 1,555-mile Los Angeles-Mexico City route is scheduled for review prior to its June 30, 1959 expiration date. Western, in company with other carriers operating under terms of the pact, anticipates renewal of the agreement through negotiation between the two governments. Western Air Lines route-development programs conducted during 1958 were culminated by virtual completion of a major phase of the company's long-range system-modernization plans. Impor tant changes in the 9,153-mile Western system are illustrated in this map which shows permanent routes and cities in bold type (LOS ANGELES), cities from which the company's services are expected to be withdrawn during 1959 in light type (ALLIANCE), proposed routes as broken lines, and cities which WAL is seeking to serve in italic type (CALGARY). In accordance with Civil Aeronautics Board policy of separating trunkline from local service opera tions wherever possible, the company's obligations already have been terminated at Rochester, Minn., and Cedar City, Richfield and St. George, Utah. Upon completion of the expected transfer of smaller communities to subsidized local service carriers, 34 key western cities will enjoy improved and more efficient WAL service. Successful completion of pending route-development cases could add 11 new major centers to the company's network in the near future. J A DECADE OF GROWTH financial summary 1958* 195"7 1956* 1955 1954 1953 1952 1951 1950 1949 Revenues:** Passenger $ 31,459 39,243 26,249 28,756 22,423 20,302 16,250 13,688 11,395 8,471 Express, freight and excess baggage... 1,305 1,596 954 1,185 968 846 662 507 497 313 Mail 732 1,067 775 862 764 875 719 1,212 2,090 2,504 Other 474 313 210 236 326 853 964 875 264 246 Total Revenues 33,970 42,219 28,188 31,039 24,481 22,876 18,595 16,282 14,246 11,534 Operating Expenses:** Depreciation 4,136 3,011 2,294 2,151 1,761 1,718 1,019 998 1,124 1,335 Payroll 11,947 14,335 10,283 11,057 9,239 8,367 7,067 6,084 5,353 4,855 Other 16,831 20,076 13,009 13,798 11,505 10,300 7,674 6,666 6,133 4,374 Total Operating Expenses 32,914 37,422 25,586 27,006 22,505 20,385 15,760 13,748 12,610 10,564 Operating Income** 1,056 4,797 2,602 4,033 1,976 2,491 2,835 2,534 1,636 970 Other Income and Expenses--net** 1,171 18 2,331 (201) 333 (56) (103) 280 (196) (258) 2,227 4,815 4,933 3,832 2,309 2,435 2,732 2,814 1,440 712 Provision for Taxes on Income** 825 2,413 1,889 1,850 850 1,250 1,500 1,425 690 391 Net Income** $ 1,402 2,402 3,044 1,982 1,459 1,185 1,232 1,389 750 321 Earnings per share0 $1.51 2.72 3.62 2.38 1.81 1.48 1.54 2.25 1.27 0.54 Dividends paid per share: Cash0 0.79 0.76 0.72 0.80 0.54 0.54 0.54 0.44 _ _ Stock 4% 4% 4% -- -- -- -- -- -- -- Shares outstanding**0 928 882 841 834 804 803 803 617 589 589 Shareholders' equity--total** $ 18,996 17,469 14,991 12,430 10,786 9,746 8,991 6,396 5,045 4,295 Shareholders' equity--a share0 20.47 19.80 17.82 14.90 13.42 12.14 11.20 10.36 8.56 7.29 Working capital** 5,320 4,688 4,600 2,784 1,490 755 1,364 435 981 243 Long-term debt** 19,748 16,827 9,677 3,484 3,755 2,072 2,903 1,924 2,231 3,113 Properties and equipment--net** 31,035 24,652 17,216 11,208 13,146 9,844 9,702 6,588 6,621 7,171 Total assets** $ 49,596 44,017 32,075 23,332 20,204 18,123 18,564 13,802 10,657 10,579 operating statistics 1958* 1957 1956* 1955 1954 1953 1952 1951 1950 1949 Route Miles 9,153 8,799 6,350 5,525 5,525 5,525 5,016 5,016 5,016 4,727 Available Ton Miles** 123,416 137,640 86,196 100,015 80,261 68,580 48,557 43,036 44,515 32,034 Revenue Ton Miles** 56,710 74,468 48,481 54,999 42,669 38,088 31,434 27,549 24,697 16,383 Passengers and Tonnage Carried: Revenue passengers 970,498 1,379,653 928,746 1,092,578 834,910 838,732 774,079 691,322 619,624 422,193 Mail tons 3,754 5,367 4,034 4,897 3,283 3,284 3,243 3,419 2,150 1,359 Express and freight tons 4,256 6,170 4,166 5,435 4,276 4,206 3,729 3,191 3,396 2,435 Revenue Miles Flown:** Airplane miles 16,449 21,896 14,851 18,335 15,842 14,450 12,631 11,487 11,783 9,496 Passenger seat miles 981,740 1,175,071 740,174 870,596 721,255 613,814 453,332 401,720 414,169 299,503 Passenger miles 533,443 702,727 458,131 514,677 402,255 359,965 298,931 259,693 233,118 155,747 Mail ton miles 2,159 3,092 2,212 2,621 1,669 1,610 1,358 1,449 978 567 Express and freight ton miles 3,150 4,026 2,455 3,207 2,556 2,100 1,524 1,282 * ,442 926 Other Statistics: Passenger load factor % 54.3 59.8 61.9 59.1 55.7 58.6 66.0 64.7 56.3 52.0 Average length in miles per passenger trip 550 509 493 471 482 429 386 376 376 369 Average revenue per passenger mile... $.0595 .0558 .0573 .0559 .0557 .0564 .0544 .0527 .0489 .0544 Number of employees end of year 2,547 2,773 2,343 2,130 1,864 1,813 1,649 1,459 1,279 1,226 Operations were suspended trom February 21 to June 10, 1958, and from January 9 to March 22, 1956, because of strikes. 0 Based on shares outstanding at close of respective periods adjusted for stock dividends paid in 1958, 1957 and 1956. 000 omitted. STATEMENT OF INCOME For the year ended December 31,1958 (with comparative figures for 1957) Operating Revenues: 1958* 1957 Passenger $31,459,203 $39,243,111 Express, freight and excess baggage 1,304,919 1,596,246 Charter and other transport service 325,432 147,827 Mail 1,067,404 Incidental revenue (net) 148,209 164,363 33,970,204 42,218,951 Operating Expenses: Flying operations 10,233,643 12,533,097 Maintenance 4,262,936 6,094,328 Passenger service 2,692,591 3,556,375 Aircraft and traffic servicing 4,921,652 5,763,615 Promotion and sales 4,616,833 4,596,057 General and administrative 2,051,146 1,867,871 Depreciation 4,135,612 3,010,894 32,914,413 37,422,237 Operating Income 1,055,791 4,796,714 Non-Operating Income: Gain on disposition of property (Note 1) 2,120,386 708,077 Other 86,552 131,111 2,206,938 839,188 Non-Operating Charges: Interest 1,023,340 780,419 Other 12,049 40,400 1,035,389 820,819 Income before Taxes on Income 2,227,340 4,815,083 Provision for Taxes on Income (Note 2) 825,000 2,413,169 Net Income (Note 1) $ 1,402,340 $ 2,401,914 Operations were suspended from February 21 to June 10,1958, because of a strike. STATEMENT OF SURPLUS For the year ended December 31,1958 earned surplus Amount as of December 31,1957 $ 9,640,104 Net income for 1958 1,402,340 Excess of proceeds over par value of: 43,053 shares of stock issued upon conversion of debentures 843 shares issued under restricted stock option plan.... Excess of market value over par value of 35,483 shares paid as a stock dividend (Note 3) 11,042,444 Dividends paid: Cash--$0.80 a share, annual rate 731,861 Stock--4% (Note 3) 807,238 Amount as of December 31, 1958 (Note 4) $ 9,503,345 capital surplus $ 6,980,547 807,108 6,462 771,046 8,565,163 $ 8,565,163 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 (Note 4) Expendable parts and supplies Prepaid expenses Total Current Assets 1958 1957" $ 3,535,824 $ 5,337,991 2,984,974 1,994,043 3,049,283 2,443,467 1,018,038 838,393 1,702,100 180,743 5,769,421 3,462,603 662,276 922,432 1,131,126 834,973 14,083,621 12,552,042 Sundry securities 96,524 94,221 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 5) 38,759,630 31,268,978 3,873,092 3,794,637 3,686,617 3,348,826 46,319,339 38,412,441 15,284,304 13,759,962 31,035,035 24,652,479 4,208,493 6,476,711 171,865 241,623 $49,595,538 $44,017,076 Deferred charges BALANCE SHEET as of December 31, 1958 (with comparative figures for 195"7) Current Liabilities: Current portion of long-term notes payable 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 4): Notes payable to bank Notes payable to insurance companies 4%% convertible subordinated debentures due June 1, 1971 Deferred federal taxes on income (Note 2) Commitments and contingent liabilities (Note 5) Retirement plans (Note 6) Shareholders' Equity: Common stock--$1.00 par value per share Authorized 2,000,000 shares (Notes 4 and 7) Issued 927,920 and 848,541 shares respectively Capital surplus Earned surplus (Note 4) liabilities 1958 $ 2,200,000 1,935,620 814,153 1,134,403 846,715 316,200 904,747 612,272 8,764,110 5,220,000 11,280,000 3,248,000 19,748,000 2,087,000 927,920 8,565,163 9,503,345 18,996,428 $49,595,538 195T $ 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 NOTES TO FINANCIAL STATEMENTS Note 1. Net Income. Gain on disposition of property after taxes totaled $1,522,386 and net loss from operations $120,046. Note 2. Taxes on Income. Federal income tax returns through the year 1956 have been examined by the U.S. Treasury Department. Provision has been made for all known income tax liabilities. The policy of the company is to provide in the years when tax depreciation exceeds normal depreciation by including in the pro vision for income taxes the amounts necessary to offset the esti mated effect on federal income taxes which will occur in the years when depreciation recordable on the books of account will be more than that allowable for federal tax purposes. Accordingly, taxes on income in 1958 includes a) provision of $222,000 for current excess tax depreciation and b) credit for $240,000 representing the return to income of prior provision related to assets sold in 1958. The provision for current federal and state taxes totals $843,000. Note 3. Stock Dividends. On March 20, 1958, the company paid a stock dividend of 4% on the shares outstanding as of February 21, 1958. For the 35,483 shares thus issued earned surplus was charged $807,238, with $771,046 (net of expenses) being transferred to capital surplus and $35,483 to capital stock. The charge to earned surplus was based upon the closing price of $22.75 a share on the New York Stock Exchange on February 6, 1958, the day preceding the declaration by the Board of Directors. Note 4. Long-Term Debt. The loans summarize as follows: bank and insurance company Bank Loans Payable Maturity 1956 Agreement for $6,000,000 borrowed in 1956. Interest 4% $100,000 a month Jan. 2, 1962 1957 Agreement for $3,000,000-- $1,000,000 borrowed in 1957 and $2,000,000 in 1958. Interest 5% $50,000 monthly effective Oct. 1, 1961 Sept. 1, 1966 Insurance Company Loans Payable Maturity 1956 Agreement for $12,000,000-- $6,000,000 borrowed in 1957. Interest 4%% $1,200,000 annually effective Sept. 1, 1962 Sept. 1, 1970 1957 Agreement for $6,000,000-- $2,005,000 borrowed in 1957 and $3,995,000 in 1958. Interest 5%% $600,000 annually effective Sept. 1, 1966 Sept. 1, 1975 The $6,000,000 remaining under the 1956 insurance company agree ment is to be available between July 1959 and December 1960, and carries a commitment fee of % of 1%. The convertible subordinated debentures are subject to a sinking 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 effective price as of December 31,1958 was $19.59 and 165,799 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% through May 31, 1959, 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 additional borrowings) conditions and requirements which limit the amount of earned surplus distributable as cash dividends. As a result, earned surplus as of December 31, 1958, which may be applied to the payment of cash dividends is limited to $3,115,846. The current portion of long-term notes payable reflected in current liabilities includes the stipulated payments due on the bank loan in 1959 amounting to $1,200,000 and in addition $1,000,000 to offset a portion of the receivable, included in current assets and derived from the sale of Douglas DC-6B aircraft, which upon collection in January 1959 was remitted to the bank and insurance companies in accordance with the related agreements. Note 5. Commitments and Contingent Liabilities. At December 31, 1958, the company had on order nine Lockheed Electra propjet aircraft, with delivery scheduled for five in 1959, starting in June, and four in early 1960. These aircraft together with orders for spare engines and other major items represent a commitment in excess of deposits made at December 31, 1958, of approximately $17,500,000. (See Note 4 for related financing.) However, negotiations are in process to lease instead of purchase all Electra engines. The completion of these negotiations will reduce the above purchase commitment by ap proximately $4,000,000 and will create a related rental commitment. As of December 31, 1958, the company was contingently liable for claims and lawsuits in which it is or may be a defendant, but man agement and its counsel believe the ultimate liability, if any, will not materially affect the financial statements. Note 6. Retirement Plans. The company has an insured con tributory retirement plan for all eligible employees, including offi cers, and in addition, the company is negotiating in accordance with the pilots' 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 1958 totals $513,402 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 pay ments of $106,000. Note 7. Options to Purchase Capital Stock. Through December 31, 1958, 32,203 shares (including 843 shares in the year 1958) have been issued under a restricted stock option plan for officers and key employees approved by the shareholders 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 $392,189, and a total fair value at dates when exercised of $610,446. At Decem ber 31, 1958 options for 3,367 shares were outstanding and exercis able within five years from the dates granted; the prices average $16.19 a share and represent a total option price and a total fair value when first exercisable of $54,510. Pi.a i. Makwk'k Mitch i:i i. a in The Board of Directors Western Air Lines, In'.: We have examined the balance 3heet of Western Air Liner, Ir;-. as of December 31, !95P and the related statements of income and surplus for the year th-'n ended. Our examination war made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting record? and such other auditing procedures as we considered necessary ir. the circumstances. In our opinion, the accompar.yir.g balance sheet and statements of income and surplus present fairly the financial position of Western Air Lines, Ir.c. at December 31, 1958 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that f the preceding year. ))/UAJsOZ-CJt, Los Angeles, California February 13, 1958 EXECUTIVE STAFF S' f* ' Terrell C. Drinkwater President Stanley R. Shatto Vice President--Operations Marvin W. Landes Vice President--Service Arthur F. Kelly Vice President--Sales J. Judson Taylor Vice President and Treasurer I D. P. Renda Vice President--Legal and Secretary \ i Stanley Gewirtz Vice President--Administration G. G. Brooder Vice President Charles J. J. Cox Controller and Assistant Treasurer William C. Jennings Assistant Secretary John W. Simpson Assistant Secretary Thomas M. Murphy Assistant to the President BOARD OF DIRECTORS 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 Hector C. Haight International Division Hughes Aircraft Co. Culver City, 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. Stanley 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 Warden Publisher, Great Falls Tribune-Leader Great Falls, Montana Sidney F. Woodbury President, Pine Street Co. Portland, Oregon