Western Air Lines Inc. 1969 Annual Report Highlights of 1969 Operating 1969* Seat miles produced ................ . .. . 8,509,441,000 Seat miles sold ....................... . 4,021,296,000 Passengers carried ........... . ........ . 5,752,072 Passenger load factor - actual % ........ . 47.3 -breakeven point% .. 53.1 Financial Operating revenues ................... . $240,351,788 Operating income (loss) ....... .. .. . .. .. . $ (12,400,902) Net earnings (loss) .................... . $ (12,198,860) Cash dividends paid ......... . ......... . $ 2,451,634 Common stock outstanding .... . ......... . 4,903,879 Earnings (loss) per share . ... . . .. .. . .. .. . $ (2.49) Cash dividends per share ............... . $ 0.50t Shareholders' equity ................... . $ 79,309,461 Shareholders' equity per share ........... . $ 16.17 Cash and short-term securities ........... . $ 28,454,327 Working capital ....................... . $ 20,447,092 Property and equipment at cost ....... . . . . $429,107,512 Long-term debt ....................... . $197,149,588 Number of employees at year end ........ . 9,225 Wages and salaries paid ................ . $ 87,495,153 operations were suspended from July 29 to August 16, 1969 because of a strike. t$0.25 per share paid on March 3 and on May 26, 1969. 1968 7,096,229,000 3,841,864,000 5,692,947 54.1 50.7 $221,952,867 $ 19,681,421 $ 8,435,770 $ 4,893,544 4,901,734 $ 1.72 $ 1.00 $ 93,862,286 $ 19.15 $ 27,870,420 $ 25,763,975 $404,674,981 $183,718,216 8,919 $ 71,884,941 To Our Stockholders As detailed in the following pages of this report, 1969 was a difficult year for Western as the company experi- enced a loss of $12.2 million, ending a record of 20 consecutive years of profit. Any regulated industry has problems during an infla- tionary period when it is unable to increase prices as rapidly as costs are increasing. Air transportation is no exception. During 1969, however, Western was faced with additional problems that contributed to the com- pany's losses, some of which are behind us, others which remain as a challenge in 1970. These were: Costs associated with repeated postponements in the effective date of Hawaii routes; loss of revenue because of an 18-day strike during the peak travel season; industrywide increases in wages, salaries, interest costs, jet fuel, materials, landing tees and rentals; a general slowdown in the growth of air travel that resulted in a traffic increase of only five percent at a time when the company's fleet modernization and expansion program was producing a 20 percent increase in seat- mile production; new and increased competition on the company's key domestic routes. Western started service to Hawaii under the most adverse circumstances. After being awarded a number of Hawaii routes on January 4 for an effective date of March 5, the company began preparations for the inaugu- ration of service. The effective date was then postponed five times by the Civil Aeronautics Board before being made final on July 22. On July 25, Western inaugurated its service, which was further interrupted four days later by an unexpected strike by the company's mechanics. The Hawaiian market is one in which reservations by individuals and tour groups are normally made months in advance. The uncertainty of when Western would be permitted to inaugurate its service and the ensuing work stoppage made it impossible to build up advance reser- vations prior to the establishment of service. The growth of traffic on new routes normally requires a period of development, particularly where competition is well entrenched or where, as in the case of Hawaii, ex- cessive competition is authorized. A total of eight certifi- cated U.S. flag airlines are now authorized to fly to Hawaii from the Mainland, compared to only three prior to West- em's entry into the market. In addition, nine supplemental airlines operated charter flights to Hawaii in 1969. Because of the excessively low fare structure between the Mainland and Hawaii, the breakeven load factor for these routes is higher than is normal for routes of this length. Already one of the lowest per-mile fares in the U.S., the basic fare was reduced an additional 15 percent in 1969 for economy and coach travel during the middle of the week and was not included in the October domes- tic fare increases. In addition, the yield for Mainland carriers is further reduced by a common fare arrange- ment, required by the Civil Aeronautics Board, wherein the Mainland carrier underwrites the major portion of the fare reductions that are available for connecting flights on inter-island carriers between the islands of Hawaii. Included in Western's operating authority for Hawaii was a condition which requires that all Hawaii-Los Angeles flights originate or terminate at a point east of California. Although this does not prevent us from carry- ing local traffic in the Los Angeles-Hawaii market, it does force us to extend more Hawaii flights to inland points than the market justifies and prevents us from originating or terminating Hawaii flights at Los Angeles, the location of our main maintenance base. This requirement results in reduced utilization for overwater-equipped aircraft and limits scheduling flexibility for Hawaii service. As a result of other Civil Aeronautics Board decisions, Western now has competition on every major route it serves. On the California-Twin Cities nonstop routes, for example, the addition of competitive trunkline service in October 1969 has doubled the number of daily flights on the routes and , while Western has been able to maintain a good share of the market, the additional service and slowdown in the economy have resulted in low load factors and unprofitable operations. Western is continuing to make improvements in the quality of its service. On our Hawaii flights, for example, we have added movies and stereo sound, increased leg- room for coach and economy passengers and are provid- ing other new in-flight features. On commuter and other short-haul routes, we have increased the legroom on all of our 737 twinjets to the same spacing as first class. We are redoubling our efforts to improve our on-time per- formance and have launched other programs internally- a new employees' suggestion system, a product develop- ment team and a corporate design study - to enhance the company's image and increase its load factors. At the same time, we have carefully pruned schedules to eliminate those flights that have the least potential for profit; have reduced the number of employees by nine percent from our 1969 high; have launched a program that will permit us to retire our remaining Electras; are seeking Civil Aeronautics Board approval of an agree- ment with an Alaska local service carrier to substitute its service for Western 's on the short-haul segments west of Anchorage that do not integrate economically with Western's route system and fleet; and have introduced strict cost-reduction programs in every department of the company. Another factor which makes the outlook for 1970 unclear is the question of how much traffic the Boeing 747 wide-bodied jet will divert from conventional jets. These new aircraft will make their appearance on Cali- fornia-Hawaii routes this spring and may be introduced in competition with Western on other routes in the near future. Your management recognizes that its most important task is to return the company to profitable operations as soon as possible and gratefully acknowledges the excel- lent support that is being given by our employees toward the accomplishment of this goal. We also appreciate the continuing support of our shareholders. We hope you will fly Western whenever possible and will urge your friends and associates to do likewise. \.A,, .1 IQ. c. ~ Chairman of the Board President March 5, 1970 Financial Results Western incurred a net loss of $12,198,860, or $2.49 a share, in 1969, compared to earnings of $8,435,770, or $1.72 a share, in 1968. Per-share results are based on 4,903,879 shares for 1969 and 4,901,734 shares for 1968, the number of shares outstanding as of December 31 each year. The loss from operations totaled $12,400,902, compared to an operating profit of $19,681,421 in 1968. The application of other expense-primarily interest-increased the loss before tax credits to $27,273,860, compared to earnings of $13,160,770 before taxes in 1968. The reduction of the loss by reason of tax credits totaling $15,075,000 represents essentially two factors: 1) The net credit of $12,925,000 generated by the claim for refund of taxes paid in 1966 and 1967, and 2) The benefit flowing to earnings from the $2,150,000 amortization of investment credits over essentially the useful life of the related purchased equipment. (See Note #1 of Notes to Financial Statements.) Revenues Total operating revenues for 1969 were $240,351,788, an 8.3 percent increase over the previous year. Fare increases discussed more fully in a later section added approximately $7,500 ,000 to 1969 passenger revenues. Had these increases been in effect for the full year of 1969 they would have produced in the area of $17 million. Seattle-Alaska and U. S.-Mexico fare increases for 1970 also should have a favorable influence on yield and revenues. Revenues from the company's new routes to Hawaii, although slow to develop, continue to improve. However, revenues from the California-Twin Cities nonstop flights were substantially decreased effective October 4 when new schedule-for-schedule competition was introduced by a newly certificated major trunkline. Of Western's revenue dollar, 91 .6 percent was derived from passenger traffic (80 percent coach and 11 .6 percent from deluxe) . Express, freight and excess baggage accounted for five percent" mail, 1.9 percent; other sources 1.5 percent. Because of the strike and a slowdown in the growth of air travel, the number of passengers carried in 1969 increased only one percent. However, because the average trip length of Western's passengers increased from 675 miles in 1968 to 696 miles in 1969, seat miles sold increased 4.7 percent. The length-of-haul increase is attributable to the addition of the long-haul Hawaii routes. Excluding July and August, which were strike-affected Review of the Year months in 1969, the number of passengers carried was 8.2 percent greater and operating revenues 16.3 percent higher than for the comparable 1 O months of 1968. The use of discount fares, while still representing 41 .7 per- cent of all seat miles sold, declined below the volume sold in 1968, when 43.7 percent were sold at a discount. However, the latest figures before the strike period showed that the company's volume of discount travel , on a percentage basis, was slightly higher than the industry average. Fare Changes Despite industry fare increases of 3.8 per- cent on February 20 and 6.3 percent on October 1, Western's average revenue per seat mile sold increased only 2.6 per- cent in 1969-to 5.51 cents from 5.37 cents for 1968. The February increase did not apply to Alaska, Mexico or intra-California routes. Accordingly, it represented only a 3.1 percent increase over 1968 revenues for Western 's system. (Although smaller than authorized by the CAB, increases in California commuter fares became effective on August 2.) The October 1 increase again did not include Alaska, Hawaii, Mexico or intra-Californ ia routes and, as a result, represented only a 3.7 percent increase for Western, in con- trast to 6. 3 percent for the domestic industry. An increase in certain Alaska fares became effective on November 15 and a second increase in California commuter fares was introduced on December 3. Approved for 1970 implementation were additional increases in Alaska fares, effective January 1, and a 10 percent increase on all fares between the U.S. and Mexico, effective March 15. Inhibiting the growth of the average revenue per seat mile sold was the lower yield from the Hawaii routes. An additional development in the domestic fare picture was introduced early in 1970. Although the October 1 fare increases were originally approved by the CAB through Janu- ary 31, 1970, their extension beyond that date was subject to the negotiation of an agreement between the carriers, modify- ing the division of interline revenues and introducing lower interline fares in markets where they did not exist. Late in January, after a series of meetings in which the Civil Aeronautics Board threatened to roll back fares to their September 30 level, Western and other trunklines reluctantly agreed to a plan which will cause a greater share of revenues to be paid to the short-haul carriers in interline travel. As a result, the October 1 fare increases were extended through April 30, 1970. Prior to that date, the CAB expects to further consider the interline fare arrangements. The impact of the new prorate and additional interline fares on Western's revenues is not significant for 1970, but any substantial increase in the company's length of haul in the future would bring about a dilution of Western's interline revenues. Expenses Total operating expenses for 1969 amounted to $252,752,690, a 25 percent increase over 1968. Operating expenses per seat mile produced increased from 2.85 cents in 1968 to 2.97 cents for 1969. Adding to the 1969 unit costs were those expenses incurred during the strike without corresponding revenue benefit. Excluding the two strike-affected months, the operating expense per seat mile produced for the non-strike months of 1969 was 2.89 cents, compared to 2.87 cents for the same months of 1968. Major factors in the increased expense levels included the delivery of 19 new jet aircraft during the year, a 20 per- cent increase in seat miles produced and continuation of the inflationary trend that is escalating industry costs for wages and salaries, materials, services, landing fees and rentals. Wages, salaries and employee benefits costs increased 23.7 percent to a total of $97,156,082, reflecting both addi- tional employees and material increases in wage rates. Depreciation and amortization were up 39 percent, reflecting a full year's charges for the 22 jet aircraft that went into service in 1968 and the addition of 13 jets in the first half of 1969. Interest charges increased from $6.5 million in 1968 to $14.7 million in 1969. As a result of the increases in both operating and non- operating expenses, the breakeven load factor increased from 50.7 percent in 1968 to 53.1 percent for 1969. Because of the high costs associated with the introduction of the 30 new Boeing 737s during 1968 and 1969, Western is amortizing certain of these costs over the first three produc- tive years of the aircraft. At December 31, 1969, $1,196,176 had been deferred, compared to $1,000,460 at the end of 1968. In a similar manner, $484,274 in Boeing 727 preopera- ting costs were deferred at the end of 1969. Finances The company's financial position is sound but the losses in 1969 (a pattern which commenced in October 1968) have eroded the strength of previous years. An earnings pattern must be resumed to assure against further slippage. At this time the outlook is at best cautious. The ratio of current assets to current liabilities was $1.37 to $1.00, down from $1.73 to $1.00 at the close of 1968. This position resulted from the year's losses and, in addition, the planned increases in current maturities of long-term debt which totaled $16,195,627 at December 31, 1969. The level of maturities will increase to $22,965,227 at the end of 1970 and will remain essentially at that level through 197 4. To improve the working capital position, the company continued to take advantage of accelerated tax deprecia- tion which, coupled with the loss for 1969, permitted the filing early in January 1970 of an application for tentative refund from loss carryback. This action underlies the account receiv- able for Federal Income Taxes of $12,285,989, which was collected in January 1970. The unamortized investment credit as of the close of 1969 of $16,060,000 represents $2,066,000 remaining from invest- ment credits utilized by reduction of taxes paid and $13,994,000 remaining from investment credits applied against Deferred Federal Taxes on Income. (For further details see Note #1 of Notes to Financial Statements.) The Statement of Source and Application of Funds shows significant elements of such activity. Notwithstanding the loss for 1969, operations provided $23,967,645 essentially because depreciation and maintenance reserve provision of $37,692,055 did not require a cash outlay. The funds pro- vided were further increased by the return of deposits totaling $4,625,993 on the Boeing 727-200 aircraft (which were eventually leased by the company), the drawdown of the remaining $25 million available under credit agreements with insurance companies and a $4,706,000 net increase in the bank revolving fund. Funds applied were consumed essentially by the purchase of airplanes, property and equipment totaling $46,196,539 and by providing for the 1970 payments of long term debt amounting to $16,195,627. At the beginning of 1969 the company had on order six Boeing 727-200 trijets. The losses of the year 1969, the result- ant erosion of working capital, and the fundamental shortage of funds available on an unsecured basis dictated that those aircraft be acquired on other than the basis of outright pur- chase. Further motivation was provided by the desire to achieve utilization of the investment credit. Hence, a 15-year lease was arranged through facilities of the Bank of America on a basis deemed satisfactory to the company. The lease arrangement resulted in a modification of the bank revolving fund, which was reduced to $110,006,000 and converted to a term note on December 31, 1969. (See Note #2 of Notes to Financial Statements.) Brief Statement of Earnings 1969* Western's revenues came from: Passengers Coach ...................... $192,659,374 Deluxe . . . . . . . . . . . . . . . . . . . . . . 27,870,293 220,529,667 Express, freight and baggage . . . 11,969,392 Mail . . . . . . . . . . . . . . . . . . . . . . . . 4,502,928 Other income................. 3,705,414 240,707,401 Western's expenses were: Wages and salaries . . . . . . . . . . . . 87,495,153 Social security, group insurance and retirement plans . . . . . . . . . . . . . . . . . . . . . 9,660,929 Property, fuel and other taxes . . . . . . . . . . . . . . . . . 4,985,938 Aircraft fuels ................ . Depreciation and amortization .. . Materials and repairs ......... . Utilities and services ... . ... .. . Service to passengers ........ . Rentals of ground facilities .... . Landing fees ................ . Advertising and publicity ...... . Insurance .................. . 32,857,173 34,820,805 21,442,561 20,399,425 11,926,473 5,029,186 4,360,150 8,210,484 5,148,098 Interest . . . . . . . . . . . . . . . . . . . . . 14,747,559 Other costs . . . . . . . . . . . . . . . . . . 6,897,327 267,981,261 Earnings {loss) before taxes on income . . . . . . . . . . . . (27,273,860) Taxes on income (tax credits) . . . {15,075,000) Net earnings (loss) .. . . .. ...... $(12,198,860) 1968 $174,924,828 30,828,463 205,753,291 9,331,361 4,127,583 3,083,569 222,295,804 71,884,941 6,650,184 3,915,863 27,190,628 25,050,993 17,366,088 16,062,717 11,059,337 4,397,077 3,269,829 5,784,646 4,603,488 6,535,940 5,363,303 209,135,034 13,160,770 4,725,000 $ 8,435,770 'Operations were suspended from July 29 to August 16, 1969 because of a strike. Brief Balance Sheet 1969 Western owns: Cash and short-term securities ... $ 28,454,327 Receivables due from others . . . . 19,408,382 Federal income taxes refundable . . . . . . . . . . . . . . . . . 12,285,989 Maintenance and operating supplies Buildings and improvements, net Flight and other 13,016,516 14,007,513 equipment, net ............. 271,616,045 Deposits on new equipment . . . . . 133,087 Prepaid expenses . . . . . . . . . . . . . 2,986,496 Equipment not used in operations, net . . . . . . . . . . . . . 2,062,898 Deferred charges and other . . . . . 3,616,859 Western owes: Payables due to vendors and others ........ ..... .. . . Federal income taxes- deferred .................. . Unamortized investment credits .. Other deferred items . ........ . Tickets sold but not yet 367,588,112 34,582,902 17,919,000 16,060,000 1,445,445 used . . . . . . . . . . . . . . . . . . . . . . 4,926,089 Notes payable-current and long term . . . . . . . . . . . . . . 213,345,215 Excess of what is owned over what is owed, or 288,278,651 shareholders' equity ......... $ 79,309,461 1968 $ 27,870,420 17,954,873 3,426,967 8,624,401 11,424,108 256,435,162 16,927,291 3,308,028 256,000 2,811,900 349,039,150 30,666,244 20,344,000 15,135,000 558,934 3,251,843 185,220,843 255,176,864 $ 93,862,286 Dividend Action The company paid cash dividends of 25 cents a share on March 3 and May 26, 1969. No dividends have been declared since that time. The conditions and requirements which restrict the payment of dividends are described in Note 2 of the Notes to Financial Statements. Annual Meeting The 1970 meeting of shareholders will be held at the Beverly Hilton Hotel, Beverly Hills, California, on April 23. On or about March 19, stockholders will receive formal notice of the meeting and proxy material Shareholders, Stock and Debentures At the close of 1969, there were 4,903,879 shares of Western Air Lines common stock issued and outstanding, compared to 4,901,734 shares at the end of 1968. At year's end 806,884 shares were reserved for conversion of the 5 percent convertible subordinated debentures sold early in 1968 and 186,200 shares reserved for stock options outstanding or available for grant under the company's quali- fied stock option plan. Holders of the company's convertible debentures, which have a conversion price of $36.75 a share, received interest at the rate of 5 percent per year on February 1 and August 1, 1969. The company's stock was held by approximately 20,000 shareholders. At the 1969 annual meeting of shareholders in Beverly Hills in April, 7 4.4 percent of all shares were voted in person or by proxy. Shareholders' equity in 1969 declined to $79,309,461, or $16.17 a share, from 1968 equity of $93,862,286, or $19.15 a share. Aircraft Western took delivery of 19 new aircraft in 1969. Thirteen Boeing 737s were delivered in the first half of the year, bringing the company's fleet of the short-range twinjets to a total of 30. During the fourth quarter, six Boeing 727-200 trijets, which were ordered in January 1968, were delivered under a lease arrangement. Purchase arrangements announced in January 1969 for 12 other aircraft-three Boeing 747s, five Boeing 707s and four 727-200s - were cancelled later in the year when :3atis- factory financing arrangements could not be made. Western has no other aircraft on order but is following the progress of all models of the new generation of wide-bodied aircraft for future needs. At year's end the company operated a fleet of 70 jet air- craft: Five 707s, 26 Boeing 720B's (one 720B was sold during 1969), three Boeing 720s, 30 Boeing 737s and six 727s. In January 1970, the company made plans to retire its remaining Lockheed Electras. Service with the three all-cargo Electras was suspended on January 31. Five passeng er/ cargo versions, which were operated on Alaskan routes in 1969, are scheduled to be withdrawn from service this spring. The eight aircraft, along with four all-passenger Electras that were previously withdrawn from service, are for sale. Management Changes Several changes in the company's management were made at the board and executive levels during the year. Early in 1969 a proxy contest developed, involving the extent to which Mr. Kirk Kerkorian, who had become Western's largest stockholder, should have representation on the board of directors. To achieve a harmonious solution, the board, at its morning meeting on April 24, increased the num- ber of directors to 21 . Three incumbent directors-Leonard K. Firestone, Edwin W. Pauley and Howard C. Westwood - then submitted their resignations and withdrew as nominees for election at the shareholders' meeting. The resulting nine vacancies on the 21-man board were filled by election of the nine members of Mr. Kerkorian 's slate of nominees. The new directors were: Fred Benninger, Lowell S. Dillingham, Leo H. Dwerlkotte, Sherwood H. Egbert, Peter M. Kennedy, Mr. Kerkorian, Walter M. Sharp, William Singleton and John S. Wiester. The full board of 21 was then elected by the share- holders at the annual meeting later the same morning. At the July meeting of the board, Edwin W. Pauley was elected to succeed Mr. Dillingham, who had resigned . At the October board meeting , James D. Alj ian was elected to fill the vacancy created by the death of Mr. Egbert. At its October meeting, the board elected J. Judson Taylor president and chief executive officer, Terrell C. Drink- water chairman of the board, and Mr. Benninger vice chair- man of the board. Mr. Taylor joined the company in 1942 and was serving as senior vice president and treasurer; Mr. Drink- water had served as Western's president since January 1947. Other re-assignments and promotions of officers and department directors included : Charles J. J. Cox, vice presi- dent-finance; Ernest T. Kaufmann , vice president-regulatory affairs; Lawrence H. Lee, vice president-industrial relations; Philip E. Peirce, vice president-administration; J. S. Neel, vice president-ground services; R. 0 . Hammond, treasurer and assistant secretary; Roderick G. Leith, assistant treasurer and controller; H. S. Gray, assistant treasurer; David E. Holt, assistant vice president-agency and tour sales; Neil S. Stewart, assistant vice president-government and industry affairs and Dan A. Zaich, assistant vice president-labor rela- tions. The company suffered the loss of its vice president-cargo sales on August 9 when Harold A. Olsen died unexpectedly. At its first meeting of 1970, the board voted to reduce the number of directors from 21 to 20 after Otis Chandler, who had served as a director since 1964, resigned. Goodrich Lowry, who was elected a director in 1957 and became a director-emeritus in October 1967, also resigned. Sales and Service Despite the strike which halted all flights for 18 days during the peak travel period and resulted in less- than-usual traffic in the weeks that followed the shutdown, Western carried a record 5,752,072 passengers during 1969, compared to 5,692,947 in 1968. Passenger revenues increased 7.2 percent, from $205,753,291 in 1968 to $220,529,667 in 1969. Revenues from air cargo shipments (freight, express, excess baggage, air mail and regular first class mail) increased from $13,458,944 in 1968 to $16,472,320 in 1969. Although showing increases in se&t miles sold that were higher than the industry average before the strike, the com- pany was not able to sell a satisfactory proportion of the increases in seat mile production that were introduced dur- ing the year. As a result, Western's overall passenger load factor decreased from 54.1 percent in 1968 to 47.3 percent in 1969. Consuming a large share of the company's marketing effort during the year was the addition of Hawaii to the Western route system. Recognizing that the majority of Hawaii traffic is booked several months in advance of actual travel, the company began early in the year to identify Western with the Hawaii markets. Based on an "Islander" theme, a team of sales and service personnel developed and tested in-flight and ground features designed to create a Polynesian vacation atmosphere the moment a passenger checked-in for his flight to Hawaii. The "Islander" concept was constructed around dining and per- sonalized service that has since been described by many Hawaii travelers as "the finest ever provided to the islands." Despite months of preparation, the company found the highly competitive Hawaii market difficult to penetrate. Because of the repeated postponements in the effective date of the CAB's final decision, and the strike that halted all operations only four days after Los Angeles-Hawaii service was inaugurated, the company lost virtually all of its advance bookings for 1969. Western's initial pattern of service included 34 roundtrips a week to Honolulu from the West Coast gateway cities of Los Angeles, San Francisco, Oakland and San Diego, with through-plane service to Las Vegas, Phoenix, Salt Lake City, Denver and Minneapolis-St. Paul and the first direct service weekly between Alaska and Hawaii. Weekly Hilo-Los Angeles service was inaugurated on November 1 and Hilo-San Francisco service on December 15 in order to participate in the group travel that begins a Hawaiian vacation at Honolulu and departs for the Mainland from Hilo at the end of the tour. Western 's inauguration of service to Hawaii was provided by the five Boeing 707s that were delivered in 1968. The addi- tion of a 720B to these new routes in December increased the company's Hawaii service to 48 roundtrips a week. The 13 Boeing 737 twinjets that were delivered in the first half of 1969 were used to increase frequency on existing commuter and short-haul routes and, following the inaugura- tion of service to Hawaii, to supplant service that had been provided by the 707s on domestic routes. Delivery of six new Boeing 727s late in the year permitted the company to withdraw five additional 720B's from service in order to convert them to overwater configuration. In an effort to attract new business travel to Western flights and stimulate increased vacation travel between the 49th and 50th states, Western introduced an attractive and exclusive California-Hawaii-Alaska "triangle fare" on October 30. The fare permits travelers between Southern California and Anchorage to visit Hawaii on either leg of their trip at no extra cost. Savings in fare are available from any of the points on the triangle, with Western receiving the entire long-haul. In order to increase its applicability, a second weekly Anchor- age-Honolulu flight was added on December 15. Although slow to develop, Hawaii traffic has increased steadily and the all-important tour and group travel that was not available to the company in 1969 is being booked in volume for 1970. On January 15, 1970, Western introduced the first of two major steps to improve its competitive posture in the Hawaii markets. In an effort to increase its share of the coach and economy traffic, the company increased the legroom in each of these sections to 38 inches, the same as first class. At the same time, each Hawaii aircraft was equipped with a com- pany-designed "Aloha table," a portable unit which resembles the armrest/table that is installed between first class seats. Whenever the middle seat is not occupied in the coach sec- tion, the armrests may be removed and the Aloha table installed to provide wider space and "two plus two" seating and convenience in the coach section. The second step in the program will be accomplished by March 6 when the installation of widescreen movie and stereo equipment will be completed on eleven aircraft to be used on Hawaii routes in 1970. Schedule frequency will be increased to 70 roundtrips a week on March 20. As it has in other vacation markets it serves, the company has developed an exclusive , low-cost " Magic Week in Hawaii " tour package that is being widely promoted . Western is working closely with ground, sea and other air transporta- tion companies and hotel and tour operators in the islands in the production of sports and other recreation tours that will per- mit the company to participate in every facet of Hawaii travel. Other major sales programs for Western during 1969 involved its two major Mexico destinations, Acapulco and Mexico City; Alaska; the company's many Sun Break winter vacation areas; an annual Ski Country program that included 16 major ski areas; and summer travel to WAL's North Country attractions -Yellowstone and the national parks of the Rockies, Minnesota, the Pacific Northwest, and the Canad ian provinces of British Columbia and Alberta. Travel agents, who participated in the sale of approximately 40 percent of the company's passenger revenues, tour opera- tors, hotels and operators of other forms of transportation again played a major role in Western's marketing activities. Personnel The company began 1969 with 8,919 employees on its payroll. Stimulated by the delivery of additional aircraft and preparations for the inauguration of service to Hawaii, this number increased 12.4 percent to a record 10,026 employees at the end of July. In mid-August, a program to reduce costs was launched and resulted in a decrease to 9,011 employees by the end of February . Wages and salaries for the year amounted to $87,495,153, approximately 34.6 percent of operating expenses, compared to $71 ,884,941, or 35.6 percent of operating expenses, in the previous year. Labor contracts which will result in increased costs of 14 percent per year in wages and benefits over the next three years were signed with the company's 2,000 mechanics and 4,000 agents and clerical personnel. Negotiations with these two groups were concluded in August and September. An agreement which covers stewardesses is being negotiated at the present time and a contract covering pilots will be open for negotiation in September of this year. Route Development Most important development in Western's route program during 1969 was the final decision in the TransPacific case in which the company received routes to Hawaii it has sought for more than 10 years. The domestic decision in the case, which gave Western . routes to Honolulu/Hilo from 11 Mainland points, became effective on July 22 after several postponements. The decision was orig inally issued by the Civil Aeronautics Board on Janu- ary 4 with an effective date of March 5. Western selected April 27 as the date it would inaugurate service and began preparing personnel, equipment and facilities for that date. Because of the delays in the international phase of the case, however, the domestic decision went through a series of postponements that made it necessary for the company to repeatedly delay its service. Neither the five Boeing 707s that were to be used in Hawaii service or the employees who staffed the company's Hawaii facilities could be used effi- ciently during the costly three-month delay for Western. The company became the first of the new Hawaii carriers to inaugurate service on July 25 when it operated flights from Minneapolis-St. Paul and from Phoenix to Honolulu, both via Los Angeles. Introduction of Western's Hawaii service from San Diego, San Francisco, Oakland, Las Vegas, Denver and Anchorage was delayed until late August by the strike. Of equal importance in terms of immediate impact on com- pany earnings was the CAB decision which provided com- petitive service on the nonstop portions of Western 's most profitable market, California-Twin Cities. Competitive service from Los Angeles and San Francisco to the Twin Cities was inaugurated on October 4. The decision in that case also made Western 's temporary authority to operate nonstop service on these segments permanent. First competitive service also was authorized and inaugu- rated by other carriers on the company's Denver-Twin Cities, Denver-Casper, Denver-Billings routes and additional com- petition was placed on the Denver-Salt Lake City segment. New authority also was granted to intra-California carriers KING SALMON ANCHORAGE VANCOUVER WESTERN'$ ROUTES PROPOSED ROUTES - - - - - -- - - - - - - CALGARY GREAT FALLS HELENA BUTTE W. YELLOWSTONE BILLINGS SHERIDAN CATELL CASPER GUADALAJARA PIERR RAPID Cl MEXICO CITY ACAPULCO operating between Southern California and the San Fran- cisco/Oakland/San Jose and Sacramento areas. In an effort to offset the revenue losses suffered by Western through these and other increases in the level of competition that have been made by regulatory action in recent years, the company has intensified its efforts to obtain new routes that would give it access to the major traffic centers of Chicago and the East Coast. Applications for these areas are pending in four cases now awaiting CAB action: Twin Cities-Milwaukee Long Haul Investigation-A case to investigate the need for additional service from the Twin Cities and/or Milwaukee to Portland/Seattle and to Boston, New York, Philadelphia and Washington/Baltimore. Although not recommended by the Examiner in the case, Western is seeking to serve all markets in the case. A final decision is expected by this summer. Additional Service to San Diego Case-Western was recommended for San Diego-Denver, San Diego-New York and San Diego-Washington/Baltimore nonstop authority by the Examiner. It also seeks San Diego-Chicago authority. A final decision is expected soon. Service to Omaha and Des Moines-Western was recom- mended bythe Examiner for Seattle/Portland-Omaha, Denver- Omaha and Omaha-Chicago authority. It is also seeking Los Angeles- and San Francisco- and Twin Cities-Omaha/Des Moines authority and routes to New York and Washington/ Baltimore via these Midwest cities. A final decision is ex- pected by this summer. Service to Salt Lake City Investigation -a case involving service between Salt Lake City, Chicago, New York, Washing- ton/Baltimore and San Francisco. Although a carrier which already has transcontinental authority was recommended by the Examiner in the case, Western is seeking to extend its San Francisco-Salt Lake City authority to Chicago, New York and Washington/Baltimore. A final decision in the case is expected by this fall. In the Phoenix-Portland/Seattle Nonstop Case, in which Western is seeking authority to eliminate a mandatory stop at Los Angeles on existing flights, the Examiner has recom- mended that Western and one other trunkline provide com- petitive service on the route. The company does not believe a second nonstop carrier is required and is urging the CAB to reverse this portion of the Examiner's recommendation . Final board action is expected late this year. A route case designed to bring additional competition to the company's important Pacific Coast routes is the Pacific Northwest-California Service Investigation. The Examiner has recommended that three additional carriers be certifi- cated to provide competitive service in the Seattle and Port- land to San Francisco/Oakland/San Jose and Los Angeles/ Ontario/Long Beach markets. Western, which would be per- mitted to eliminate a stop on its San Diego-Portland/Seattle route, is contending that the Examiner's recommendations would result in excessive competition in these markets and has asked the CAB to reverse the decision. A final board decision is expected later this year. Awaiting an Examiner's decision is the Twin Cities/Milwau- kee-Southeast Points Case, in which Western has applied for routes to Atlanta, Tampa and Miami. Two cases in which hearings will begin shortly are the Las Vegas/Reno-Portland/Seattle Nonstop Service Investi- gation, in which Western is an applicant for nonstop service from Las Vegas and Reno to Portland and Seattle, as well as service between the two Nevada cities; and the Alaska Service Investigation, which will review intra-Alaska service and routes from Portland and Seattle to key cities in Alaska (but not Portland/Seattle-Anchorage, which is not an issue in the case). Pending final outcome of the case, Western obtained temporary authority from the CAB to suspend service at Yakutat and Cordova, effective September 11. Early in 1970, the company reached an agreement with Wien Consolidated Airlines, an Anchorage-based local service carrier, whereby service by Wien would be substi- tuted for that now being provided by Western on routes west of Anchorage. On February 2, Western and Wien filed a joint application with the CAB seeking authority for Western to suspend service on the Anchorage-Kenai-Homer-Koci iak and Anchorage- Homer-King Salmon routes and for exemption authority for Wien to provide the service in lieu of Western. Because of the local service nature of the routes-Anchor- age-Kenai, 61 miles; Kenai-Homer, 64 miles; Homer-Kodiak, 137 miles; and Homer-King Salmon, 195 miles - Western believes these routes can best be served by a local service carrier based in Alaska. Western would continue to serve Alaska on Seattle- Anchorage, Seattle-Ketchikan-Juneau-Anchorage and Hono- lulu-Anchorage flights. Financial Revenues:5 Passenger ... .. . . . .... .. . ... .. ... ... .. . . .... .. . ..... . ... .... . .. .. . Express, freight and excess baggage .. . .... .. ... ... . . .. . ............ . . Mail ......... . .... .. . .. .......... .. .... . ........ . ......... .. .... . Other . . ....... . ..... .. .. ... . . . . .. ...... . .... . . ..... . ... . . . . ... . . . Total Revenues ... ... . . ... . ..... .. ........... . .. . ..... . ..... . ... . Operating Expenses:5 Depreciation and amortization ..... . ....... . . . . . ... . ...... . .. .. . . ... . . Payroll ....... . . .. . .... . .... . ....... . .. . . . . ... .. . . .. .. . . . . .. .. .. . . Other ... .. . .. .... . . ... .. . .. . . . ......................... . . . ..... . . Total Operating Expenses .................. . ... . .. . .............. . Operating Incomes (Loss) .... . . .. . . .. .... . ..... . ....... . ...... . ...... . Interests .. ... ... . . ............... . ... .... .. . . . . . .... . .. . ... .. ..... . . Other Income and Expenses-Nets .. ... . . ... . . .... .. ... ... . . . .. . .. .... . . Earnings (Loss) before Taxes on Incomes .. ..... ... ......... . ... . .... . Taxes on Income (Tax Credits)s ............................. . ....... . .. . Net Earnings (Loss) from Operationss .......... .. . . . . . .. ...... . ... . . . Gain on Major Dispositions of Property (Less Applicable Income Taxes) 5 Net Earnings5 (Loss) .. ... .. .. ... . ... ... . . . . . .. . . . . . .. . .. ........ . . Shareholders Net earnings (loss) from operations per share2 Gain on disposition of property per share2 Total . .. . . ... . . .. . . .. . . . . . . ... .. . .... . . . .... . ....... . . . . . . . ... . Dividends paid per share: Cash3 Stock .. .. . ...... . . . ...... . . . . ...... . ... .. ... . .. . .. .. . . . . .. .... . . . Shares outstanding-actuals ... .. . .. ...... . ...... . .......... . ......... . - adjusted2 5 Shareholders' equity- total5 Shareholders' equity-a share2 Working capital5 Long-term debts .. .. ..... ... .. . .... . ... ... . . ... . ... . . . . . ......... . .. . Property and equipment-nets .. .. ....... ... . ... .. .. . ..... . . .. .. ...... . Total assets5 Operations Route miles at end of year .. . . .. . . . . ... . .......... .. ... . . . .. . ..... ... . . Airplanes operated at end of year: Boeing 720-B . . . . .. .. .... ........ . ...... . .. ......... . . .. ... .. .... . Boeing 720 . . .. ..... ... ... ... ... .... . ........ . ... . .. .... . . . . .. . .. . Boeing 707-300C .. . .. .. .. .. ... . . .... . ....... .. . . ......... .. . . . . .. . Boeing 737 .. .. .. ..... ... . . . . . . . . .... . ...... . . . ...... . .. ... . . .... . Boeing 727 - leased . .. . . ...... . .... . ..... . . . . . ..... . ....... . ..... . Other aircraft . . .. . . ...... . ..... . .. . .... . .. .. ... . ...... . . . ..... . . . . . Airplane miles flown5 Ton miles produced5 . Ton miles so Ids .. ..... . .... .. ... . . . ... . ............. . . . .. . .. . . . . . ... . Seat miles produceds . . . ... .. ..... . . . ....... . .... .. .. . .... . ..... . . . . . . Seat miles sold5 Express, freight and mail ton miles solds . . . ..... . ..... . ... . . .. ....... . ... . Passengers carried .. .. . .... . .. . . .... .. . . ..... .. . ............ .. ...... . Express, freight and mail tons carried . . . . . .... . ................. . ... .. .. . Passenger load factor-actual % .... . .. . ... . ... . ....... . . . . . .. . - breakeven point % ... . .. .. ....... . . ....... . . .... . Average length in miles per passenger trip ... . ..... .. .... . .... . .. . .... . .. . Operating expenses per seat mile produced . . .... . . . . . .. ...... . .. . .... . .. . Average revenue per seat mile sold ... . ....... . . . . . . ... ...... . .... . ..... . Employees at end of year . ..... ..... . . . .... . ... . .......... .. ..... .. ... . 10 Years of Growth 19694 $220,530 11,969 4,503 3,350 240,352 34,821 87,495 130,437 252,753 (12,401) (14,748) (125) (27,274) (15,075) (12,199) $ (12,199) $ (2.49) $ (2.49) $ 0.50 4,904 4,904 $ 79,309 16.17 20,447 197,150 285,757 367,588 24,523 26 3 5 30 6 8 72,650 1,077,657 448,420 8,509,441 4,021 ,296 60,514 5,752,072 66,107 47.3 53.1 696 $ .0297 $ .0551 9,225 1968 205,753 9,331 4,128 2,741 221,953 25,051 71,885 105,335 202,271 19,682 (6,536) 15 13,161 4,725 8,436 8,436 1.72 1.72 1.00 4,902 4,902 93,862 19.15 25,764 183,718 284,787 349,039 14,156 27 3 5 17 12 60,125 891 ,001 418,856 7,096,229 3,841 ,864 47,446 5,692,947 58,129 54.1 50.7 675 .0285 .0537 8,919 1967 178,527 7,581 4,221 2,153 192,482 20,085 57,975 89,082 167,142 25,340 (3,011) 17 22,346 10,125 12,221 12,221 2.50 2.50 1.00 4,893 4,893 90,016 18.40 19,585 80,189 183,106 231,342 14,156 27 3 21 51,692 728,200 360,791 5,879,442 3,327,160 38,940 5,107,672 48,579 56.6 49.5 651 .0284 .0537 7,282 All financ ial data in this report give effect, retroactively th roughout the periods prior to 1968, to the merger of Pacific Northern Airlines into Western on July 1, 1967, which was accounted for as a pooling of interests. 2Based on shares of the Company outstanding at the close of the respective periods. adjusted to give retroactive effect to stock dividends, the May 1964 three- for-one spl it, and the equivalent outstand ing shares of Pacific North ern Airlines, Inc. , merged into the Company on July 1, 1967. 19664 1965 1964 1963 1962 19614 1960 164,186 129,704 121,928 103,183 89,837 67,442 71,577 6,848 5,991 5,897 5,055 4,747 3,833 3,775 4,255 3,135 2,962 2,603 2,659 2,364 2,300 1,895 1,768 2,095 3,472 2,878 2,935 3,022 177,184 140,598 132,882 114,313 100,121 76,574 80,674 15,779 14,676 12,980 12,373 14,605 12,033 11 ,040 47,350 38,731 34,500 30,114 27,108 22,837 23,982 77,708 62,391 57,650 50,969 47,997 38,848 38,740 140,837 115,798 105,130 93,456 89,710 73,718 73,762 36,347 24,800 27,752 20,857 10,411 2,856 6,912 (3,239) (2,553) (2,491) (2,916) (2,725) (1 ,930) (1,428) 775 253 783 621 472 (140) 439 33,883 22,500 26,044 18,562 8,158 786 5,923 15,558 10,337 12,493 9,252 4,130 443 3,365 18,325 12,163 13,551 9,310 4,028 343 2,558 883 191 889 807 86 18,325 13,046 13,551 9,501 4,917 1,150 2,644 3.79 2.52 2.81 1.93 0.83 Q,07 0.53 0.18 0.04 0.19 0.17 0.02 3.79 2.70 2.81 1.97 1.02 0.24 0.55 1.00 0.80 0.65 0.37 0.33 0.33 0.33 5% 4,835 4,826 4,826 1,965 1,965 1,965 1,965 4,835 4,826 4,826 4,826 4,826 4,826 4,826 81,750 67,361 57,748 46,988 39,061 35 ,574 35,854 16.91 13.96 11 .97 9.74 8.09 7.37 7.43 18,047 11,522 8,274 5,031 12,315 5,369 16,757 54,867 47,411 33 ,938 41 ,106 48,856 39,018 25,097 145,771 124,096 99,928 93,284 80,052 69,865 46,833 192,008 157,973 138,335 125,806 115,266 95,258 78,836 13,075 13,075 12,991 12,991 13,086 12,368 12,368 22 18 12 10 7 4 3 2 2 2 2 23 24 33 33 34 39 45 42,830 36,554 36,746 33,388 29,551 25,239 30,410 585,378 483,033 450,856 400,395 348,854 256,572 237,118 314,137 244,588 231,303 191 ,229 159,658 121 ,850 127,609 4,800,901 4,016,921 3,794,648 3,335,083 2,746,549 1,967,313 2,016,690 2,898,088 2,243,695 2,124,582 1,753,037 1,435,992 1,080,189 1,150,785 33,070 26,435 24,625 20,622 19,786 16,315 15,214 4,700,839 3,807,706 3,717,189 2,970,909 2,270,455 1,659,323 1,841 ,863 42,714 33,511 30,956 25,890 25,256 20,378 19,829 60.4 55.9 56.0 52.5 52.3 54.9 57.0 47.9 46.2 44.4 44.3 48.6 55.4 56.5 616 589 572 590 633 651 625 .0293 .0288 .0277 .0280 .0327 .0375 .0366 .0567 .0578 .0574 .0589 .0626 .0624 .0622 6,294 5,068 4,719 4,126 3,713 3,418 3,347 i cash dividends per share for periods prior to January 1, 1967 are stated on the basis of the Company's shares (exclusive of equivalent Pacific Northern shares) outstandi ng at the date such dividends were declared as adjusted for stock dividends and the stock split. 4Qperations were suspended from July 29 to Aug ust 16, 1969 and substantially curtailed from February 17 to June 1, 1961 because of strikes. Five other major carriers were struck from July 8 to August 19, 1966. iooos om itted . ASSETS Current Assets: Cash ................................................. . Short-term securities (approximating market) ................. . Receivables ............................................ . Federal income taxes refundable (Note 1) . ................... . Maintenance and operating supplies ........................ . Prepaid expenses ....................................... . Total Current Assets . .................................. . Property and Equipment at Cost: Flight equipment ........................................ . Ground equipment ...................................... . Deposits on purchase contracts .. .. ........................ . Less allowance for depreciation and maintenance ............ . . Deferred Charges and Other Assets: Boeing 737 and 727 preoperating costs, net .................. . Equipment not used in operations, net ....................... . Other items ............................................ . See accompanying notes to financial statements 1969 $ 23,472,571 4,981,756 19,408,382 12,285,989 13,016,516 2,986,496 76,151,710 370,020,328 58,954,097 133,087 429,107,512 143,350,867 285,756,645 1,680,450 2,062,898 1,936,409 5,679,757 $367,588,112 1968 $ 21 ,895,337 5,975,083 17,954,873 3,426,967 8,624,401 3,308,028 61,184,689 331,460,810 56,286,880 16,927,291 404,674,981 119,888,420 284,786,561 1,000,460 256,000 1,811,440 3,067,900 $349,039,150 LIABILITIES Current Liabilities: Accounts payable ........ . . .. .... . ............ . ..... . ... . Accrued salaries and wages ....... . . . ... . . . ............ . . . Accrued liabilities ................ . .... . ....... . . . ....... . Unused transportation ........ . ........ . .......... . .... . . . . Current maturities of long-term debt .. ..................... . . Total Current Liabilities . ...... . . . ..... .. .. . . . ... ... .... . Long-Term Debt (Note 2) .. . .. . ..... . ......... . .... . .. . .. . Deferred Credits (Note 1 ): Deferred federal taxes on income ............ . ..... . . .. .... . Unamortized investment credits ........... . . . ..... . . . ...... . Other ................... . ........ .. ...... . .... . ... . ... . Shareholders' Equity (Notes 2 and 5): Common stock- $1 .00 par value per share Authorized 10,000,000 shares Issued 4,903,879 and 4,901,734 shares . . ..... . . .. ........... . Capital in excess of par value .... . . . ....... . ..... .. ..... . . . Retained earnings .... . .. . ......... . ........ . ..... . ..... . . Balance Sheet Western Air Lines Inc. December 31, 1969 with comparative figures for 1968 $ 1969 18,227,504 9,421,598 6,933,800 4,926,089 16,195,627 55,704,618 197,149,588 17,919,000 16,060,000 1,445,445 35,424,445 4,903,879 19,235,433 55,170,149 79,309,461 $367,588,112 $ 1968 16,189,708 7,971,475 6,505,061 3,251,843 1,502,627 35,420,714 183,718,216 20,344,000 15,135,000 558,934 36,037,934 4,901,734 19,139,909 69,820,643 93,862,286 $349,039,150 Statement of Earnings and Retained Earnings Western Air Lines Inc. For the year ended December 31, 1969 with comparative figures for 1968 Operating Revenues: Passenger ............................................. . Express, freight and excess baggage ........................ . Mail .................................................. . Other ................................................. . Operating Expenses: Flying operations ........................................ . Maintenance ........................................... . Passenger service ....................................... . Aircraft and traffic servicing ............................... . Marketing and administrative .............................. . Depreciation and amortization (Note 6) ...................... . Operating Income (Loss) ................................ . Other Income (Expenses): Interest expense ........................................ . Interest income ......................................... . Other expense - net ..................................... . Earnings (Loss) before Taxes on Income ................... . Taxes on Income (tax credits) (Note 1) .................... . Net Earnings (Loss) $2.49 net loss per share in 1969 and $1.72 net earnings per share in 1968 based on shares outstanding at end of each year ($1.64 net earnings in 1968 assuming conversion of debentures) ........................................ . Retained Earnings at Beginning of Year .................... . Cash Dividends Paid ..................................... . Retained Earnings at End of Year (Note 2) .................. . operations were suspended from July 29 to August 16, 1969 becau se of a strike. See accompanying notes to financi al statements 1969* $220,529,667 11,969,392 4,502,928 3,349,801 240,351,788 62,799,486 36,954,934 24,918,332 47,384,866 45,874,267 34,820,805 252,752,690 (12,400,902) (14,747,559) 355,613 (481,012) (27,273,860) (15,075,000) (12,198,860) 69,820,643 57,621,783 2,451,634 $ 55,170,149 1968 $205,753,291 9,331,361 4,127,583 2,740,632 221,952,867 50,056,928 30,114,796 21,086,034 36,943,382 39,019,313 25,050,993 202,271,446 19,681,421 (6,535,940) 342,937 (327,648) 13,160,770 4,725,000 8,435,770 66,278,417 74,714,187 4,893,544 $ 69,820,643 Statement of Source and Application of Funds Western Air Lines Inc. For the year ended December 31, 1969 with comparative figures for 1968 Funds Provided: Net earnings (loss) . .. ........ . ........ . ....... . .... . ..... . Add back Depreciation, amortization and maintenance reserve provision Deferred income taxes . . ........ . ............. . ...... . Charge (credit) related to investment credits .. . .. . . ... . ... . Amortization of investment credits .. .. . . .. . .. .... .. .. .. . . Loss (gain) on dispositions of property ... . .............. . Total from operations . .......... . ... . . .. . ... . ...... . Sale of 5 % convertible subord inated debentures ........... . . Increase in other long-term debt . . . . ........ . . . . .... . ... . .. . Refunds of equipment purchase deposits ... . . . ...... .. .. .. .. . Proceeds from disposition of property ..... . . . ... . . . . ... . .. . . . Exercise of stock options ...... . . . .. .. . . ....... . .. . .. . .... . Total . . . .... .. . . ........... .. .. . . . ............... . Funds Applied: Purchase of airplanes, property and equipment ...... ... . . .... . Reduction of long-term debt . . ............ . .. . ............. . Payment of cash dividends ................. . ............ . . . Boeing 737 and 727 preoperating costs ... . ............. . .. . . . Other items ...... ... ... . .................. . ............ . Increase (decrease) in working capital . ..................... . Total ........... . ............. . .. . .. . .. . ... . ... . . . *Operations were suspended from July 29 to Augu st 16, 1969 because of a strike. 1969* $ (12,198,860) 37,692,055 7,000,000 (6,350,000) (2,150,000) (25,550) 23,967,645 29,706,000 4,625,993 2,909,046 61 ,208,684 46,196,539 16,195,627 2,451,634 1,483,430 198,337 66,525,567 (5,316,883) $ 61 ,208,684 $ 1968 8,435,770 26,239,220 2,182,000 1,705,000 (2,173,000) 73,462 36,462,452 30,000,000 75,300,000 452,796 39,996 142,255,244 128,421 ,282 1,502,627 4,893,544 1,000,460 817,072 136,634,985 5,620,259 $142,255,244 Notes to Financial Statements Note 1. Taxes on Income. The 1969 net income tax credit is summarized as follows: Income taxes refundable ................ . . .... .......... ... . $(13,575,000) Provision for deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000,000 Credit equivalent to the reductions of investment credits previously applied to tax returns ... . ....... ................. ( 6,350,000) (12,925,000) Amortization of investment credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,150,000 Net income tax credit ................................... $(15,075,000) Deferred income taxes arise from timing differences between financial and tax reporting. These differences are caused primarily by depreciation practices. Investment credits offset against the balance of deferred federal taxes on income at December 31, 1969 for application on future tax returns amounted to $17,921,000-$9,425,000 in 1969 and $8,496,000 in 1968. Of these credits, $907,000 expires in 1972; $2,059,000, in 1973; $2,608,000, in 1974; $9,226,000 in 1975; and $3,121,000, in 1976. Of the $16,060,000 unamortized investment credit balance at December 31, 1969, $2,066,000 remains from investment credits utilized by reduction of taxes paid and $13,994,000 is related to investment credits not yet utilized for reduction of taxes paid. Federal income tax returns have been examined by the U.S. Treasury Depart- ment through 1967. Note 2. Long-term Debt {Unsecured). On December 31, 1969, long-term debt was as follows: Promissory note (authorized $110,006,000) due December 31, 1975, with quarterly payments commencing on March 31, 1970. The interest rate (currently 8 %) is % over the bank's prime commercial rate ..................................... $110,006,000 5 % promissory notes (authorized $30,000,000) due September 1, 1981 with annual payments of $1,000,000 starting September 1, 1970 and increasing to $4,000,000 a year in 1976 . . . . . . . . . . . . 30,000,000 65/e % promissory notes (authorized $40,000,000) due September 1, 1984 with annual payments of $1,000,000 starting September 1, 1970, increasing to $2,000,000 a year in 1975 and further increasing to $7,000,000 a year starting in 1982 .............. . 5% to 6 % promissory notes due 1970 and 1972 .............. . Less current maturities ..................................... . 5 % convertible subordinated debentures due February 1, 1993, with sinking fund payments of $1,500,000 a year starting 40,000,000 3,686,215 183,692,215 16,195,627 167,496,588 in 1979 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,653,000 $197,149,588 The following schedule shows the amount of long-term debt maturing in each of the five years subsequent to December 31, 1969: 1970 ............. .. ........ . .................. $16,195,627 1971 . . .................. ... ... ...... .......... 22,965,227 1972 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,143,561 1973 ... ... ........................ . ........... 21,462,600 1974 .......................................... 21,462,600 Reserved for the conversion of debentures are 806,884 shares of common stock at $36.75 per share (subject to adjustments in certain cases.) During 1969, $79,000 principal amount of debentures were converted into 2,145 shares of common stock. The difference between the debentures surrendered and the par value of the com- mon stock issued, which net of unabsorbed costs amounted to $75,524, was credited to capital in excess of par value. The related agreements with the bank and the insurance companies provide among other things (including restrictions on additional borrowings) conditions and requirements which operate to restrict retained earnings from which cash dividend distributions can be made. The indenture for the debentures also con- tains a requirement which operates to restrict retained earnings from which cash dividend distribution can be made. At December 31, 1969, the indenture operated to prevent any use of retained earnings for cash dividend distribution. Note 3. Commitments and Contingent Llablllties. The estimated minimum annual rentals under long-term leases of real property, with expiration dates ranging to 1998, were approximately $2,934,000 at December 31, 1969. Annual rentals under a lease agreement covering six Boeing 727 aircraft are approximately $2,992,000 in 1970, $3,843,000 in 1971 and $4,130,000 each year thereafter through 1984. At December 31, 1969, various legal actions were pending against the City of Los Angeles, the company and other airlines, alleging excessive aircraft noise in the vicinity of Los Angeles International Airport. The company's counsel in these actions, which also represents most of the other airlines, is of the opinion that the airlines have substantial defenses to the imposition of any liability. On February 5, 1970, an interlocutory judgment was entered in one of the cases against the City of Los Angeles awarding damages aggregating $740,000 to 620 property owners. The City has indicated its intention to appeal. Note 4. Retirement Plans. The company has retirement plans covering all eligible employees. The cost of these plans charged to operating expense in 1969 totaled $3,651,228. The company's actuary is of the opinion that accrued vested benefits do not exceed the assets of the plans. Note 5. Stock Options. At December 31, 1969, options were outstanding for the purchase of 137,500 shares of common stock by officers at an average option price of $26.71 per share. An additional 48,700 shares were reserved for issuance of future options. Note 6. Depreciation and Amortization. Depreciation for book purposes is com- puted on the straight line basis. Depreciation for 1969 amounted to $33,144,561. Accountants' Report The Board of Directors Western Air Lines, Inc.: We have examined the balance sheet of Western Air Lines, Inc. as of December 31, 1969 and the related statement of earnings and retained earnings for the year then ended. Our examination was made in accord- ance with generally accepted auditing standards, and accordingly in- cluded such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. We pre- viously made a similar examination of the financial statements for 1968. In our opinion, the accompanying balance sheet and statement of earn- ings and retained earnings present fairly the financial position of Western Air Lines, Inc. at December 31, 1969 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 of the preceding year. Also, in our opinion, the accompanying statement of source and appli- cation of funds for the year ended December 31, 1969 presents fairly the information shown therein. Los Angeles, Calif. February 25, 1970 Board of Di rectors James D. Aljian Secretary-Treasurer, Tracy Investment Company, Las Vegas , Nevada Fred Benninger President, Tracy Investment Company, Las Vegas , Nevada, and Vice Chairman of the Board, Western Air Lines, Inc. Hugh W. Darling Darling, Hall, Rae & Gute, Attorneys-at-law, Los Angeles, California Terrell C. Drinkwater Chairman of the Board, Western Air Lines, Inc., Los Angeles, Cal ifornia Leo H. Dwerlkotte Las Vegas , Nevada Judge James D. Garibaldi Attorney at Law, Garibaldi & Lane, Los Angeles, Californ ia Arthur F. Kelly Senior Vice President-Sales, Western Air Lines, Inc., Los Angeles, California Peter M. Kennedy Sen ior Vice President, Dominick & Dominick, New York, New York Kirk Kerkorian Chairman of the Board, Tracy Investment Company, Las Vegas, Nevada Arthur G. Linkletter Linkletter Enterprises, Inc., Los Angeles , Cal ifornia Edwin W. Pauley Chairman of the Board , Pauley Petroleum, Inc., Los Angeles Walter M. Sharp President, Commun ity Bank, Huntington Park, California Stanley R. Shatto Executive Vice President-Transportation, Western Air Lines, Inc., Los Angeles William Singleton Attorney at Law, International Leisure Corporation, Las Vegas, Nevada J. Judson Taylor President, Western Air Lines, Inc., Los Angeles, California Vernon 0. Underwood President, Young's Market Company, Los Angeles , California Harry J. Volk Chairman of the Board, Union Bank, Los Angeles, California John S. Wiester Los Angeles, Cal ifornia Arthur G. Woodley Vice President-Alaska, Western Air Lines, Inc., Seattle, Washington Richard W. Wright President, Mountain States Employers Council, Inc., Denver, Colorado DIRECTORS EMERITI Dr. Donald H. McLaughlin Chairman of the Board, Homestake Mining Company, San Francisco, California John M. Wallace Walker Bank & Trust Company, Salt Lake City, Utah Alexander Warden Great Falls, Montana Sidney F. Woodbury President, Pine Street Company, Portland, Oregon Terrell C. Drinkwater, Chairman of the Board Fred Benninger, Vice Chairman J. Judson Taylor, President and Chief Executive Officer and Director Stanley R. Shatto, Executive Vice President-Transportation and Director Arthur F. Kelly, Senior Vice President-Sales and Director Arthur G. Woodley, Vice President-Alaska and Director Charles J. J. Cox, Vice President-Finance Ernest T. Kaufmann, Vice President-Regulatory Affairs Robert 0 . Kinsey, Vice President and Assistant to the President Philip E. Peirce, Vice President-Administration Jack M. Slichter, Vice President-Government and Industry Affairs Gordon Pearce, Corporate Secretary and Director of Law Richard B. Ault, Vice President-Engineering Willis R. Balfour, Vice President-Agency and Interline Sales Harold W. Caward, Vice President-Flight Operations Henry M. Debutts, Vice President-Washington Richard P. Ensign, Vice President-lnflight Services Anton B. Favero, Vice President-Maintenance Rick 0. Hammond, Treasurer and Assistant Secretary Lawrence H. Lee, Vice President-Industrial Relations Bert D. Lynn, Vice President-Advertising and Sales Promotion J. P. Maginnis, Vice President-Procurement J. S. Neel, Jr., Vice President- Ground Services Gerald P. O'Grady, Vice President-Properties and Facilities Eugene D. Olson, Vice President-Data Processing and Systems Luis Pasquel, Vice President-Mexico Ray Silvius, Vice President-Public Relations Harry L. White, Vice President-Sales Administration Peter P. Wolf, Vice President- Communications Charles S. Fisher, Assistant Vice President-Flight Schedules Joseph M. Fogarty, Assistant Vice President-Maintenance and Overhaul H. S. Gray, Assistant Treasurer and Budget Director David E. Holt, Assistant Vice President-Agency and Tour Sales Roderick G. Leith, Assistant Treasurer and Controller S. J. Rogers, Assistant Vice President-Tariffs Corporate Officers Neil S. Stewart, Assistant Vice President-Government and Industry Affairs Dan A. Zaich, Assistant Vice President-Labor Relations General Offices Western Air Lines Building, 6060 Avian Drive Los Angeles International Airport Los Angeles, California 90009 Stock Registrars Bank of America National Trust & Savings Assn. 111 West Seventh Street, Los Angeles, California 90014 The Chase Manhattan Bank 1 Chase Manhattan Plaza, New York, New York 10015 Stock Transfer Agents Security Pacific National Bank 124 West Fourth Street, Los Angeles, California 90014 Chemical Bank 20 Pine Street, New York, New York 10015 Debenture Trustee The Chase Manhattan Bank 1 Chase Manhattan Plaza, New York, New York 10015 Stock Listings Listed and traded on New York Stock Exchange Pacific Coast Stock Exchange General Counsel Hugh W. Darling Darling , Hall, Rae & Gute 523 West Sixth Street, Los Angel es, California 90014 Independent Accountants Peat, Marwick, Mitchell & Co. 629 South Spring Street, Los Ang eles, California 90014 Annual Meeting Fourth Thursday in April