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I WESTERN AIR LINES ROUTES PROPOSED ROUTES Western/Continental Alaska Interchange Western/Continental Alberta Interchange Western/Braniff Alberta Interchange `Service suspended by order of the CAB through February 1979 Western Air Lines, lnc.,1977Annual Report Table of Contents 0 Chairman's Letter 5 Financial Review 6 Management's Discussion 8 Shareholders, Stock and Financial Position 10 Flight Equipment 11 Marketing 12 Ground Properties and Facilities 12 Regulatory Matters 14 Fares and Rates 1 5 Pending Legal Proceedings 16 Management 16 Employees 17 Ten Years of Western Progress 20 Accountants' Report 21 Balance Sheets 23 Statements of Earnings 24 Statements of Changes in Financial Position 25 Statements of Shareholders' Equity 25 Notes to Financial Statements Cover: A Western DC-10 at sunset in Los Angeles. Inside: In recognition of the wide geographical repre sentation Western's board of directors gives the company the board members have been portrayed against a backdrop of their home areas. Description of Business Western Air Lines, Inc., is a certificated air carrier en gaged in scheduled air transportation of passengers, cargo and mail over approximately 32,000 route miles. The company serves 42 cities in 15 states, Canada and Mexico. Western has competition from other airlines on substantially all of its routes. It is regulated by the United States and certain state and foreign governments. Chairman's Letter Fellow Shareholders: In 1977, Western achieved another year of profit able operations, continuing a pattern of consistent earnings which has been maintained with but one exception for nearly three decodes. Net income was $14,362,000, or $1.09 per shore, compared to $14,965,000, or $1.10 per shore, in 1976. For the sixth consecutive year, Western paid divi dends on its common shores. In both 1977 and 1976 these payments produced the highest cosh dividend yield of any trunk airline common stock. On February 21, 1978, Western paid another reg ular cosh dividend of 10 cents per shore. This marked the 23rd consecutive cosh dividend paid to holders of Western's common stock. Although the industry generally reported higher earnings for the year, much of this improvement did not result from growth in operating income, but related instead to non-operating items such as gains on aircraft soles, profits from subsidiaries, debt retire ment at o discount and flow-through of investment tax credits. I am pleased to report that our strong emphasis on productivity in every division of the company continued to show gratifying returns in 1977. Al though it was the first full year of operation of our two major new routes --Los Angeles-Miami and Honolulu-Vancouver -- we were able to hold the increase in number of employees to six percent, notwithstanding our double-digit growth in traffic, capacity and revenues. Total operating revenues per Western employee improved by eight percent. This gain in productivity, reflecting efforts and team work of the entire organization, was one of the fac tors which enabled us to hold our breakeven load factor at 55.8 percent, the some level it had been in 1976. Constant striving for improved performance is on essential response to the continuing inflationary trend in the cost of labor, fuel and other supplies and services. Our DC-10 utilization in 1977, for example, was highest in the trunkline industry for this type of jet. Western is also the notion's most fuel-efficient airline, in terms of revenue passenger miles flown with the fuel that we consume. Our overall traffic growth was satisfactory, with revenue passenger miles gaining 10 percent. This compared to on industry overage for oil U.S. trunk airlines of seven percent. Western's increase in cargo ton miles was 17 percent, compared to six percent for the industry. Our capacity, measured in available seat miles, was up 11 percent; the industry overage 3 was six percent. Combined with several small fore increases, growth in traffic made it possible for Western to attain o 14 percent increase in operating revenues but increased expenses outpaced the increase in revenues. Expanded operations, coupled with the inflationary spiral, caused our operating expenses to rise 16 percent over 1976. Western was not the only carrier to be plagued with inflationary pressures. Of every expense dollar, the airlines now ore required to spend approxi mately 60 cents for labor and fuel olone, and infla tion in these two major cost areas will continue to be one of the most formidable challenges facing our industry. Producers of goods and services normally con pass cost increases through to the consumer. This is not the cose with airlines, ond the prospects for improvement ore uncertain. It is encouraging that the new chairman of the Civil Aeronautics Board has expressed the view that prospective costs should be used to determine the need for fore increases. If this concept is followed by the CAB, airlines could receive some fore relief this year. Meanwhile, "Super Saver" discounts of 30 percent and more ore being made available on virtually every domestic route. There is no empirical evidence concerning elasticity of demand for our product, and we connot accurately predict what effect these deep discounts will hove on industry profits. But it is our hope that they will begin to penetrate an untopped moss market for air transportation. Your company is not taking a wait-and-see pos ture but has matched all competitive Super Saver filings, initiated reduced fares in markets that need generative assistance, such as Los Angeles-Miami, and will do oil possible to maintain or improve its market position and profits. During 1977, high priority was given to aggressive marketing strategies, cost control, regulatory matters and fleet planning, all of which contribute to both profitability and future growth. We ore gratified with the success of our Honolulu- Vancouver service which was inaugurated in June of 1976 and produced a profit during 1977. Our Los Angeles-Miami route has been much more dif ficult to develop. Although our shore of the nonstop traffic increased from 36 percent in January 1977 to 51 percent by October 1977, the route neverthe less showed o loss for the year. We ore hopeful that growth of the overall market through Western's in- novalive promotional programs and new low fores will improve our operating results on this segment in 1978. As a result of fhe new bilateral agreement be tween the United States and Mexico, signed in January 1978, we expect to receive approval to odd Mexico's second largest city -- Guadalajara -- to Western's route system. Inauguration of service be tween Los Angeles and Guadalajara is planned for June 00. An attractive tourism center, Guadalajara has a strong community of interest with California. We believe fhaf offer a reasonable period of development this will be a profitable route. Western has continued to move forward with its fleet modernization program, taking delivery in 1977 of seven new Boeing 727s and ordering two McDonnell-Douglas DC-lOs plus five additional 727s for 1978 delivery. At the some time, we sold at prices in excess of fheir book values four of our aircraft that ultimately would hove hod to be retired for environmental reasons. We also reached agree ments for the sole of nine ofher aircraft for delivery to purchasers in 1978 and 1979. At its first meeting of 1978, your board ofdirecfors approved a plan fo exercise options for the pur chase of two more DC-1 Os and five 727s for delivery during 1979. We hove negofiafed options for addi tional delivery positions in 1980 and 1981. As your company nears its 53rd year of operation, it has o strong route system linking some of the most dynamic areas of Norfh America, if has on aggres sive managemenf feam and a well-controlled oper ation which gives us confidence for an opfimistic ouflook. Bofh challenges and opportunities lie ahead of us in an economic environment that may be different from that in which we operate today. These eventu alities ore being given coreful attention, and I believe that we ore in a sound position to meet them, l Your continued confidence ond support ore appreciated and will assist us in making 1978 another successful year. Arthur F. Kelly Chairman and Chief Executive Officer Arthur F. Kelly Chairman and Chief Executive Officer March 20, 1978 4 Financial Review 1977 1976 1975 Change 1977 1976 vs. vs. 1976 1975 Operating revenues: Passenger $614,581 544,1 88 465,081 13% 17 Cargo 47,613 37,926 31,329 26 21 Other 29,270 23,091 22,563 27 2 691,464 605,205 518,973 14 17 Operating expenses: Wages, salaries and employee benefits 263,083 226,367 201,661 16 12 Fuel 137,969 108,279 93,134 27 16 Depreciation and amortization 34,973 38,058 36,054 -8 6 Other 233,306 202,643 179,563 15 13 669,331 575,347 510,412 16 13 Operating income 22,133 29,858 8,561 -26 249 Other income (expenses): Interest expense, net (7,058) (8,889) (8,524) -21 4 Gain on sole of equipment 4,549 1,809 379 151 377 Other --net 3,388 1,237 3,919 174 -68 Earnings before provision for foxes on income and cumulative effect of accounting change 23,012 24,015 4,335 -4 454 Provision for foxes on income 8,650 9,050 (825) -4 * Earnings before cumulative effect of accounting change 14,362 14,965 5,160 -4 190 Cumulative effect of accounting change . . -- -- 7,160 -- -100 Net earnings $ 14,362 14,965 12,320 -4% 21 Earnings per common shore: Primary: Earnings before cumulative effect of accounting change $ 1.09 1.10 0.34 Cumulative effect of accounting change -- -- 0.47 Net earnings $ 1.09 1.10 0.81 Fully diluted: Earnings before cumulative effect of accounting change $ 0.95 0.98 0.33 Cumulative effect of accounting change -- -- 0.41 Net earnings $ 0.95 0.98 0.74 Passengers carried (000) 8,757 8,098 7,531 8% 8 Available seat miles (000,000) 14,964 13,450 1 1,696 1 1 15 Revenue passenger miles (000,000) 8,589 7,834 7,103 10 10 Passenger load factor --actual (%). . . . 57.4 58.2 60.7 -1 -4 -- breakeven(%).... 55.8 55.8 59.8 -- -7 Note: In thousands of dollars except per shore amounts. *Not computed. 5 Management's Discussion Western's net earnings for 1977 were $14,062,000, compared to $14,965,000 for 1976. Net earnings for 1977 included $2.4 million resulting from the extension of depreciable lives of 727 and 737 air craft and $2.1 million from gain on soles of aircraft. Net earnings for 1976 included $600,000 ond $930,000, respectively, from these items. Items in the table on Page 5 which in the opinion of Western's management need explanation ore discussed in the following sections. A ten-year finan cial ond statistical summary appears on Page 17. Increases in operating revenues in 1977 over 1976 and 1976 over 1975 resulted from growth in traffic, ond to a lesser degree, increases in passen ger yield (overage revenue per passenger mile). Passenger revenues constitute close to 90 percent of Western's operating revenues and 93 percent of passenger revenues come from coach ond econ omy travelers. The following fable shows increases ond de- creases in operating revenues and traffic. Increases (Decreases) 1977 vs. 1976 1976 vs. 1975 Amount % Amount % (000s) (000s) Operating Revenues Passenger $ 70,393 13% $ 79,107 17% Cargo 9,687 26 6,597 21 Other 6,179 27 528 2 $ 86,259 14 $ 86,232 17 Revenue Passenger Miles 48 States and Canada 489,931 1 1 318,848 8 Hawaii 190,565 9 286,921 16 Alaska 30,946 6 98,859 22 Mexico (55,468) (9) 16,596 3 Charter (mostly Hawaii) 98,969 87 9,702 9 754,943 10 730,926 10 Cargo Revenue Ton Miles 22,336 17 26,336 24 Dominic P. Ren do President ond Chief Operating Officer Although revenue passenger miles on scheduled flights increosed in 1977, the growth was smaller than in 1976 because traffic on the company's Mexico routes declined in 1977. This decline was caused by the devaluation of the peso, which hod on unfavor able effect on sales in Mexico. The Los Angeles- Miami and Honolulu-Vancouver routes, added to the company's system in the summer of 1976, con tributed 69 percent of the increase in revenue pas senger miles in 1977 compared to 21 percent in 1976. Of the four major areas shown in the chart above, the fastest growing area in 1977 wos the 48 States and Canada. Although the Los Angeles-Miomi route contributed significantly to this growth rate, the remainder of the 48 States and Canada market also experienced on increased rote of growth. Most of the 1977 increase in traffic on Hawaii routes come from the Honolulu-Vancouver segment. The rote of growth on other Hawaii segments de creased in 1977, os did the rote of growth of seats offered for sole in this market. Alaska routes, which experienced the highest growth rote in 1976, continued to grow in 1977 but the rote of traffic growth decreased because of the completion of the oil pipeline. The four percent increase in overage revenue per passenger mile in 1977 was caused by fore in creases and, to o lesser degree, a reduced propor tion in the use of discounted fores. Fare increases were the reason for the improvement in 1976. Cargo revenues for the post three years hove in- 6 Increases (Decreases) Miguel M. Dlasquez Member, Board of Directors Mexico creased primarily because of traffic growth. In addi tion, 1977 revenues were increased by $2 million from current and retroactive mail rate adjustments. "Other" revenues increased principally from ex panded charter business in 1977. Operating expenses in both periods increased largely because of inflation and expanded opera tions with wages, salaries and employee benefits and fuel having the largest dollar impact. Increases in these categories represent 71 percent of the total increase in operating expenses and of this roughly two-thirds relate to inflation and one-third to ex panded operations. The following fable shows increases and decreases in operating expenses and available seat miles. 1977 vs. 1976 1976 vs. 1975 Amount % Amount % (000s) (000s) Wages and salaries (including paid vacations) $ 27,586 15% $ 20,389 12% Employee benefits 9,130 24 4,317 13 36,716 16 24,706 12 Fuel 29,690 27 15,145 16 Depreciation (3,085) (8) 2,004 6 Other Rentals 5,198 22 4,220 22 Materials and repairs 4,423 13 3,080 10 Commissions 4,391 16 5,007 23 Services purchased 3,044 17 1,567 9 Food and beverages 2,775 13 2,925 16 Property and fuel faxes 1,877 16 2,140 23 Advertising and publicity 1,582 14 488 4 Landing fees 468 4 2,063 21 Other 6,905 16 1,590 4 30,663 15 23,080 13 $ 93,984 16 $ 64,935 13 Available seat miles 1,510,367 1 1 1,753,917 15 Periodic wage increases in collective bargaining agreements were primarily responsible for increases in wages, salaries and employee benefits. Pilots, flight attendants, and mechanics and related em ployees and stock clerks reached amended agree ments in 1977. The higher wage rates resulting from these agreements had a significant effect on the sec ond half of 1977. Scheduled periodic increases in the amendments will continue to be reflected in future periods. The company's agreement with agent and clerical personnel was opened for amendment in 1978 and is currently in mediation. Employee benefit costs consist mainly of pensions, group insurance and payroll taxes. Pensions increased in 1977 from higher wages for all employees and from improved benefits as provided for in the amended agreements. Higher pension expense in Revenue Dollar (dollars in thousands) Percent of total Charter . . . $ 7,178 1% Transport Related 15,208 2 Other 6,884 1 Coach Passenger Service.... . . . 572,794 83 Deluxe Passenger Service . . . 41,787 6 Cargo 47,613 7 $691,464 100% 7 1976, os compared to 1975, reflected wage increases and on increase in the number of employees par ticipating in the plans. The cost of group insurance benefits was higher in 1977, and payroll taxes in creased in both periods because of legislated changes. Fuel expense escalated in both periods because of higher prices and greater consumption. Higher prices represented 65 percent of the increase in 1977 with 35 percent coming from greater con sumption. In 1976, 45 percent of the increase was attributable to higher prices and 55 percent to greater consumption. The reduction in depreciation expense in 1977 primarily reflects the extension of the depreciable lives of 727 ond 737 aircraft from 12 years to 15 years ond 14 years, respectively. Rental expense was affected by the leasing of additional aircraft: five 727s delivered in the spring of 1977, one DC-10 in June 1976 and one in June 1975. Materials and repairs expense reflects higher costs for parts and scheduled airframe maintenance in 1977. The 1976 increase came from scheduled re placements of engine components and higher costs for parts. Commissions to travel agents increased because of traffic growth and a higher proportion of total sales being made by travel agents. Increases in food and beverage expense in both 1977 and 1976 resulted from more passengers being carried and higher costs. Operating income in 1977 decreased despite traf fic growth and some fare increases because Western was unsuccessful in offsetting inflated operating ex penses that were coupled with expanded opera tions. Traffic growth and fare increases had out paced inflation in 1976 and thereby resulted in higher operating income than in 1975. "Interest expense, net" decreased in both periods because of an increased level of capitalized interest Victor L. Drown Member, Board of Directors Utah related to deposits for aircraft on order for delivery in 1977 and 1978. Gain on sale of equipment re flects the disposition of four aircraft in 1977 and one aircraft in 1976. In 1975 "Other-net" included interest income of $2.1 million related to a federal tax refund. Provision for faxes on income is reconciled to the tax rate of 48 percent in Note 6 of Notes to Finan cial Statements. Shareholders, Stock ond Financial Position The company's net earnings per common share for the year 1977 were $1.09 of which 40 cents was paid to holders of common stock through quarterly cash dividends of 10 cents per share in March, June, Expense Dollar Percent (dollars in thousands) of total Rentals . . . . $ 28,901 4% Food and beverages 24,245 4 Other 88,808 13 Wages, salaries and employee benefits . . . . 263,083 39 Fuel .... 137,969 21 Depreciation 34,973 5 Materials and services 59,744 9 Commissions 31,608 5 $669,331 100% 8 August and November; the remaining 69 cents per share was retained to help pay for equipment on order and for other corporate purposes. At the Annual Meeting held on April 28,1977, the shareholders voted to amend the company's Certificate of Incorporation to increase the number of authorized shores of common stock of the com pany from 25 million to 35 million and to authorize the issuance of a new class of preferred stock con sisting of 25 million shores which may be issued in one or more series. Load Factor--Actual vs. Breakeven Pursuant to this authorization, 1.2 million shares of $2.00 Series A Cumulative Convertible Preferred Stock without par value were offered to the public in October 1977. These shores ore now held by approximately 2,100 individuals and institutions. This preferred stock has o stated value of $25 per shore and is entitled to $2.00 per shore in dividends each year, payable ot the rote of 50 cents per quarter. The proceeds from the sole of the preferred stock are to be used for general corporate purposes, including financing the acquisition of new aircraft. Net earnings after dividend payments and the sole of preferred stock increased shareholders' equity to $154.1 million ot the end of 1977 com pared to $117.1 million at the end of 1976. Excluding the $30 million item representing the stated value of the preferred stock, equity per shore of common sfock was $9.81 compared to $9.25 of the end of 1976. As of December 31,1977, fhere were oufstanding 12,659,000 shores of Western common stock held by approximately 17,800 individuals and institu tions. The common stock was traded on the New York Stock Exchange at the following prices: 1977 High Low First Quarter 10% 8 Second Quarter 9% 8% Third Quarter 6% 7 Fourth Quarter 1976 7% 6% First Quarter 1 ^7/e 9% Second Quarter 1 1 9% Third Quarter 12% 10 Fourth Quarter 10% 8% An additional 3,000,000 shares ore reserved for issuance upon conversion of the preferred stock and 2,429,000 shares ore reserved for issuance upon conversion of the company's 5K% Convertible Sub ordinated Debentures. Holders of the debentures received interest payments on February 1 and August 1. The debentures ore held by approximately 700 individuals and institutions. Western's long-term debt was $ 100,661,000 at the end of 1977, compared to $110,420,000 at the end of 1976. The reduction resulted from scheduled payments on notes to insurance companies, re demption of subordinated sinking fund notes and purchases of debentures which ore to be applied to meet sinking fund payments in 1979. A complete listing of long-term debt is contained in Note 7 of Notes to Financial Statements. The company has a bank loan agreement which provides a $75 million revolving line of credit available until December 31,1978, at which time it can be replaced by a term note maturing on June 30,1983. The entire $75 million provided by this agreement is available for the purchase of new equipment or for other corporate purposes. Sources of working capital totaled $106,250,000 for 1977, compared to $87,717,000 in 1976. In addition to net earnings from operations, major I im 70% 1974 1975 1976 1977 M Actual p Breakeven 60% 9 sources of working capital in 1977 were issuance of preferred stock for $30 million, reimbursement to Western of $18,775,000 in advance deposits on air craft which were leased and proceeds from the sole of aircraft of $7,924,000. Applications of working capital totaled $89,581,000 in 1977, compared to $102,471,000 in 1976. Pur chases of property and equipment and advances thereon totaled $74,151,000. Included were advance deposits of approximately $38 million on five 727s and two DC-lOs scheduled for delivery in 1978. The total cost for the purchase of two 727s in 1977 was $21.2 million. Reductions in debt required $9,800,000 and cash dividends used $5,630,000. Flight Equipment In Operation* 1978 Delivery 1979 Delivery 1980/81 Options DC-10 ~J ** 2 2 4 727-200 28** 5 5 10 737-200 23 720D 13 707-300C 5 76 7 7 14 `As of March 15, 1978 **Four DC-lOs and eleven 727s ore leased. (See Note 8 of Notes to Financial Statements.) Western's fleet planning department is continu ously studying currently available and proposed aircraft types in order to select the most suitable aircraft for the company's routes. Operational effi ciency and marketing desirability ore key factors in these studies. The wide-bodied McDonnell Douglas DC-10 and the Boeing 727-200 ore the best aircraft available for fulfilling the company's present needs. These aircraft also comply with federal noise regulations that become effective on January 1, 1977. Aircraft which donot meet the noise standards will hove to be replaced or modified on o timetable which calls for partial compliance by certain dotes and total compliance by January 1, 1985. Western intends to meet this timetable by selling its 720B's and 707s, by modifying an undefermined number of 737s ond selling the balance of those aircraft. The company plans to retain a number of these 737s for service on the routes for which they are most suitable, if modification is economically and operationally feasible. Cost of this modification can not be precisely estimated. Legislation has been introduced in Congress which would provide financial assistance to the airlines in the form of credits against a new excise tax on pas senger fores and cargo rotes which will enable them to use the proceeds of the tax to assist in financing the cost of modification of noncomplying aircraft and of acquisition of replacement aircraft. The amounts and kind of assistance the airlines may receive will depend upon the final form of the legislation. In any event, these modifications ond replacements will place a substantial financial burden on Western with or without the legislation. The requirements for additional capital expenditures undoubtedly will Member, Board of Directors Alaska entail new lease, debt and/or equity financing. In addition to replacing older aircraft, Western has token other important steps to increase the capacity and efficiency of its fleet. One of these steps has been to increase coach seating capacity. The DC-10s, for example, will undergo modifications in 1978 to reduce first class seating from 46 seats to 24 seats per aircraft while coach seating will be increased from 208 to 228. In the third quarter of 1977, Western added 11 seats to each of its 727s. The additional capacity produced by this modification was equivalent to Western's purchasing 214 additional airplanes. Recent adjustments of Western's all-coach 737s increased seating capacity from 99 to 104 which in total was equivalent to purchasing one additional airplane. Aircraft scheduling also plays an important pah- in overall fleet efficiency. Western is proud of its record of aircraft utilization which in 1977 averaged eight hours and 27 minutes per aircraft per day, up from seven hours and 54 minutes in 1976. Western leads all operators of the DC-10 Series 10 in average daily utilization. These aircraft flew an average of 11 hours and 23 minutes per aircraft per day for Western in 1977 while the average daily utilization by all other operators was eight hours and 50 minutes. During 1977 three 720B's and one 737 were sold and one 720B was removed from operations in connection with a sale in 1978. The company also has agreements to sell eight additional aircraft in 1978 and 1979. All of these aircraft have been sold at prices in excess of their net book values. Western's excellent record of aircraft maintenance has proven to be a valuable asset when aircraft that are surplus to the company's needs are put on the market for sale. 10 Marketing The air travel marketplace is highly competitive. Western faces head-to-head competition on nearly every one of its route segments. Evidence of this competition con be found in promotional fores such as "Super Savers," which Western and most carriers ore now offering on nearly oil routes and in the fact that the customer traveling between most major markets can choose from two or more airlines. Passenger Revenue 1970=100% Passenger Revenue Scheduled Revenue Passenger Miles Yield Western carried 8,757,000 passengers in 1977, on 8 percent increase over the 8,098,000 passengers carried in 1976. Western has developed worldwide and many- faceted marketing programs on on aggressive basis. These ore coupled with directing the attention and talents of the entire company toward providing o highly consumer-oriented product. Recognizing the potential of connecting traffic from cities throughout the world into the Western route system and the fact that the devalued U.5. dollar has stimulated "Visit USA" business, Western is successfully marketing its product in many areas of the world. The company is represented by soles agents in Europe, South America, the Orient, Austra lia and New Zealand and maintains its own off-line offices in Tokyo, Toronto, New York, Chicago, Dallas and Washington, D.C. In 1977, interline traffic con tributed estimated revenues of $196 million. In the United States, the travel agent continues to be the primary distribution source for Western's product and the company is a recognized leader in the development of oir travel business by and for the travel agent. Major tour operators in the United States and abroad also hove become volume sources of voca tion package business. Western, which serves oil of the major ski areas in Utah, Colorado, Wyoming, Alaska, the Pacific Northwest and Western Canada, suffered along with ski resorts in these areas in early 1977 from the lock of snow and resulting loss of business. The 1978 winter snows hove brought a substantial rebound in ski travel and this has strengthened first quarter traffic in these markets. Triangle routings, which were created by Western many years ago, continue to be promoted success fully in the Hawaii, Alaska, British Columbia, Mexico and Florida markets. Charters, which hove appeal to large segments of the public, were on increasingly important part of Western's business in 1977 with revenues from this source increasing 69 percent to $7.2 million. Plans coll for continued evaluation of the market for addi tional charter opportunities, although Super Saver fares, which offer similar discounts with more individ ual freedom, may erode this market. Western's routes serve many leisure destinations, but the most significant charter and tour markets are Hawaii, Mexico, Alaska, Canada and Florida. In order to participate in the Florida cruise business;for example, Western must not only compete with the other airline certificated to serve the Los Angeles- Miami market on o scheduled basis, but also with airlines which operate charters. In addition to the varied opportunities Western's routes offer for pleasure travel, the company oper ates in fost-growing regions from the standpoint of business traffic. Western's recent research indicates on improved balance between business and vaca- lion travelers in the West. Marketing programs are underway to better identify and serve the frequent traveler. For both business and pleasure travelers, Western offers dependable service. In 1977, Western's flights averaged an 80.5 percent on-time record system- wide and approximately 98 percent of scheduled flights were completed without cancellation. On- time operations are receiving still greater emphasis in 1978. Exclusive programs with major cruise lines off the Florida coast have helped Western capture 50 per cent of the Los Angeles-Miami market, which the company has served since August 1976. An active "off season'campaign to develop summer travel be tween British Columbia and Hawaii helped the com pany boost revenues on the Honolulu-Vancouver route, which also was inaugurated in 1976. Cargo marketing, including air freight, mail and small package services, resulted in Western's achieving a 17 percent growth in cargo ton miles, the highest rate of any trunk carrier and almost three times greater than the industry average. Ground Properties and Facilities Improved passenger facilities at Calgary and a new air cargo terminal at Denver were among the most significant facilities improvements completed in 1977. Calgary International Airport's new passenger terminal, which was opened in November, gives Western the advantages of additional counter and office space, improved frans-border arrival and deparfure facilities plus enclosed second-level load ing facilities and, for fhe firsf time, a Horizon Boom. The Denver air cargo building, constructed by the City and County of Denver and leased by Western, was opened in May and will be used exclusively by the company. A number of construcfion projects under way in 1977 will be completed and opened during 1978. Adjacent to Los Angeles International Airport, where Western maintains its general offices and principal maintenance base, a four-story office strucfure will be complefed fhis year and leased to Western. Western is building a new air cargo terminal at Seattle-Tacoma International Airport. This facility will open this spring, giving the company expanded freight handling capacity at this important gateway to Alaska. Salt Lake City, Phoenix, San Diego and Helena have new passenger terminals under construction. The Salt Lake City structure will be occupied exclu sively by Western and will make the company the first airline to provide Salt Lake City passengers with enclosed second-level loading. Regulatory Matters Western operates its routes under certificates of public convenience and necessity granted by the Arthur G.Linkletter Member. Board of Directors Californio Civil Aeronautics Board and is obligated to provide safe and adequafe service, equipmenf and facilities and to establish just and reasonable fares. Legislafion was introduced in both houses of the Congress during 1976 and again in 1977 which pro poses a relaxation of CAB control over fare changes and easier entry into and exit from markets. Enact ment of fhis legislation, which has been popularly termed "regulatory reform," could have a dramafic impact on Western's operations but, at this stage and with bills pending in both the House and Senate, it is too early to assess the likelihood of any particu lar bill being enacted or its precise impact if enacted. In addition to CAB regulation, the Federal Aviation Administration regulates the safety aspects of airline operations and exercises jurisdiction over certain personnel, aircraft, ground facilities and other tech nical aspects of operations. The U.S. Postal Service has jurisdiction over the transportation of mail. During fhe past several years and continuing into 1978, Western has been active in a number of route cases before fhe Civil Aeronautics Board. CAB route case decisions frequently are appealed to the federal courts. An appeal by several unsuccess ful applicants in the Miami-Los Angeles Competitive Nonstop Cose, in which Western was awarded (in 1976) its firsf transcontinental route, resulted in o remand to the CAB for reconsideration of that part of its decision which resulted in the selection of Western over Pan American World Airways as the carrier to serve fhe route. Responding to the remand, fhe CAB has reopened the case for the purpose of determining whether Western or Pan American should temporarily operate the route pending a decision in a new case called the Miami-Los Angeles Low Fore Case. Western 12 John H.Myers Member, Board of Directors Minnesota believes the CAB's attempt to grant only "temporary authority" in the reopened proceeding is contrary to the court's mandate. In the Oklahoma/Denver-Southeast Points cose, Western was unsuccessful in its bid to acguire Denver- Atlanta and Denver-Tulsa-Florida authority. Western and other unsuccessful applicants hove appealed this decision to the U.5. Court of Appeals for the District of Columbia Circuit and a decision is pending. International route authority is dependent on a Fuel Expense 1970=100% 350% 300% 250% 200% 150% 100% 50% 1973 1974 1975 1976 1977 Fuel Expense Gallons Consumed i Average Cost Per Gallon number of steps in addition to the CAB regulatory proceedings. Bilateral air transport agreements be tween the U.5. and other countries define the scope of the international authority which may be granted to U.5. carriers. After appropriate proceedings the CAB mokes a recommendation to the President, who gives the ultimate approval os to the carrier selected to operate a particular international route. In the existing agreement between the U.5. and Canada--signed in 1974 --provision was mode for nonstop authority for a U.S. carrier between San Francisco/Los Angeles and Calgary/Edmonton. The California-Alberta Route Proceeding was instituted by the board in August 1975 and in February 1978 the CAB decided to choose another carrier instead of Western to operate the route. This decision requires the approval of the President before if will become effective. In the U.S.-Mexico bilateral agreement, signed in January 1978, the cities of Son Francisco and Guadalajara were added to Western's existing route between Los Angeles/San Diego and Mexico City/ Acapulco. On January 27, Western asked the CAB for permission to start initial Guadalajara-Los Angeles service by June 30,1978. Inasmuch os the required amendment to Western's existing certificate is routine, it is unlikely that prolonged proceedings will be involved. Western also is on applicant for additional new routes which hove been authorized in the new agreement with Mexico. Included ore Los Angeles to Mazatlan, Puerto Vallarta, Zihuafanejo, Manzanillo and La Paz. Another Mexico route currently involved in CAB proceedings is Miami/Tampa-Mexico City. Pan American has proposed to suspend its Mexico- Florida operations and applications for certification and exemption authority to replace Pan American hove been filed by Western and three other carriers. Undoubtedly a route cose will be instituted for the purpose of selecting o replacement carrier to operate the Miami-Tampa-Mexico City route. In the Transatlantic Route Proceeding, com menced by the CAB in 1973 ond ultimately con cluded by Presidential approval in January 1978, Western hod sought, unsuccessfully, to provide service from Minneapolis/St. Paul to London, Paris and Frankfurt. The London segments involved were dependent on the U.S.-United Kingdom bilateral agreement which was concluded in 1977 without naming the Twin Cities os one of the 14 U.S. terminal points. The agreement provides, however, for the naming of an additional U.S. city, colled the "wild cord" city, for service by a U.S. carrier to London. Western is now attempting to hove the Twin Cities named os that "wild card'' city and is seeking authority to provide nonstop service between the Twin Cities and London. The U.S.-U.K. agreement also contains authority for a U.S. carrier to operate between Anchorage 13 and London. Western has applied to operate this route and will be a strong contender for it when the CAD initiates a formal proceeding. In the domestic route area, the company's request in the Western Route Realignment Cose for realign ment and consolidation of its interstate routes into o single linear route, was granted by the CAD effective February 15,1978. The realignment deci sion serves to remove restrictions which in the post hove impeded Western's operating flexibility. New Reno-Twin Cities nonstop service, being inaugurated April 30, was mode possible by this decision. In the West Coast-Alaska Investigation, Western is seeking nonstop authority between Anchorage and the Californio cities of Los Angeles and Son Francisco. Hearings were held in Portland, Anchorage and Washington, D.C., in October. A decision by the administrative low judge is expected in late June. Western also is on applicant in the Phoenix-Las Vegas-Reno Nonstop Proceeding in which the ad ministrative low judge has found that other carriers should be certificated to perform the service. Peti tions for discretionary review hove been filed by Western and several other carriers. In the Las Vegas-Dallas/Ft. Worth Service Investiga tion, Western is proposing to serve the Los Vegas- Dallas/Ft. Worth route with three doily roundtrips. The administrative law judge selected a Texas- based carrier to operate the route and Western has petitioned the board for discretionary review. The company is also seeking Los Angeles-Colum- bus and Los Angeles-Columbus-Philadelphia au thority in another cose in which briefs hove been submitted to the board. Wages, Salaries & Employee Denefits 1970=100% 200% 150% 100% 50% 1970 1974 1975 1976 1977 Robert H. Volk Member, Board of Directors Californio Other new route coses in which Western is on applicant include: The Southeast Alaska Service Investigation wos instituted to determine whether service by an air carrier or air carriers is necessary between Seattle, Ketchikan, Juneau, Yakutat, Cordova and Anchor age. This case arose out of the CAD's seven-year suspension of Western's authority to serve Ketchikan and Juneau (and Alaska Airlines' temporary author ity to provide substitute service in these markets) which will expire in February 1979. Darring a con trary decision by the CAD, Western is anticipating the resumption of Southeast Alaska service in 1979. The California-Nevada Low-Fore Proceeding was started in November 1977 in response to on appli cation made by o Californio intrastate carrier. The cose currently involves so-called "low-fore'' service from both Los Vegas and Reno to 11 cities in Cali fornio. Several other carriers also ore applicants for similar authority. The Twin Cities-Los Vegas/Phoenix/San Diego cose was instituted to determine whether there is o need for competitive service on these nonstop routes which Western presently serves. Three local service and three trunk carriers ore applicants. Also awaiting CAD approval ore two equipment interchange agreements. During 1977, Western op- plied to the board for approval of these agreements with Continental for one-plone service between Col- gory and Houston via Denver and with Draniff for one-plone service between Edmonton, Calgary and Do I las/Ft. Worth also vio Denver. Western hopes to begin these services in 1978. Wages, Salaries & Employee Benefits Average Number of Employees Available Seat Miles Fares and Rates Western's passenger fores fall within six geograph- 14 icol areas --domestic U.S., Mainland-Hawaii, intra- California, Pacific Northwesf-Alaska, Mexico and Canada --with each area regulated separately by the Civil Aeronautics Board, agencies of other national governments, or, in the case of intra- California markets, by the state public utilities com mission. During 1977 and early 1978, a great deal of public attention was focused on discount fares such as "Super Saver." While these fares initially were limited to the transcontinental markets, early in 1978 they were expanded to many other routes. Western which introduced Super Saver fares in West Coast-Miami markets in January 1978 in an effort to keep the market competitive and to stimulate traffic will offer these fares on all Mainland routes beginning April 1. Basic passenger fares--those which do not involve advance booking, minimum/maximum stays and capacity limitations --increased in 1977. Domestic U.S. (48 states) fares were increased a total of seven percent during the year. Mainland-Hawaii fares were increased two percent, as were Canada-U.S. fares. Proposals to increase Mexico-U.S. fares an aver age of five percent were approved by the CAB and by Mexican authorities for effectiveness in March 1978. In addition to these changes in 1977/78, Western plans to propose a three percent domestic fare in crease for effectiveness in May. The CAB also has before it cases involving the structure and level of Mainland-Hawaii and 48 Stafes-Alaska fares. While fare increases have contributed to Western's yield (average revenue per passenger mile) improvement from 7.05 cents in 1976 to 7.34 cents in 1977, the company still has the lowest yield in the industry. The competitive necessity of meeting new discount fares could serve to erode the yield improvement experienced in 1977. Air freight rates underwent increases averaging 11 percent during 1977 and additional increases of approximately the same magnitude are antici pated in the first half of 1978. The "de-regulation" of air cargo service which was legislated through the Omnibus Aviation Act in November 1977 has raised many questions regarding the CAB's power to approve or disapprove rate increases in this area. While the Act would appear to give carriers the right to adjust their fares without prior CAB approval, the board still holds certain powers related to preda tory or discriminatory rates. Another important element in Western's airfreight revenues, the income from carriage of the U.S. mail, is subject to rates established by the CAB following input from the carriers and the U.S. Postal Service. During the course of the board's most recent investi gation into mail rates, Western received a tempo rary retroactive rate adjustment for the period 1973- 1977 which contributed $2 million in additional rev enue to 1977 results. 15 Pending legal Proceedings Western and other airlines are parties to numerous actions in which property owners, especially in the area of Los Angeles International Airport, seek to enjoin certain operations at airports and/or to re cover damages because of aircraft noise and engine emissions. Most of these cases have been brought against the airport proprietor (usually the City of Los Angeles) which in turn has cross-complained against the airlines for indemnification. The amounts alleged to be involved are very large. For example, the aggregate amount of dam ages sought in cases against the City of Los Angeles has been reported by the city to be in excess of $3 billion, and the aggregate amount of damages sought in actions to which Western is a party as cross-defendant is in excess of $36 million. However, Western and its counsel in these cases believe that the damages claimed are in no way a realistic mea sure of the airlines' exposure, and that in most cases the request for relief is wholly out of proportion to any actual damage which may have been suffered. Western's counsel in these actions, which also represents most of the other airlines, is of the opinion, based on the current state of the law, that the air lines have substantial defenses to the imposition of any liability. Moreover, in each case to date in which the issue of the airlines' duty to indemnify the airport proprietor has been tried, the airlines have obtained favorable rulings. Nevertheless, all the issues of law involved in these matters have not been finally settled, and the relative rights and liabilities among such property owners, airport proprietors, airlines and federal, state and local governments are not entirely clear. Unfavorable decisions against Western in these actions, while not expected, could have a materially adverse effect on the company. Further, any exten sive liability of airport proprietors in these cases could result in higher costs to airlines, for example, through increased landing fees. In light of this type of litigation, certain commu nities which own and operate airports, including Los Angeles and San Diego, have imposed or are con sidering imposition of limitations on frequency or timing of flights, or upon the proportion of an air line's fleet which may continue to operate without complying with federal noise standards. Enforcement of such restrictions at a major airport served by Western could have a materially adverse effect on Western's operations. Until recently, Western was a defendant, along with Northwest Airlines, Inc., in an action brought by Alaska Airlines, Inc. in the United States District Court in San Francisco alleging that the defendants attempted to restrain trade and monopolize com merce by trying to eliminate the plaintiff as a com petitor between Seattle and Anchorage in violation of the anti-trust laws. The action has been disposed of by agreement among the parties, at essentially no cost to Western. Western and three other airlines ore defendants in on action brought by a defunct tour operator/ travel agency in the United States District Court in Son Francisco in which the defendants ore charged with having conspired and attempted to monop olize the group leisure tour market in competition with said agency. Also, in a civil action brought by district attorneys of eight Californio counties in the Californio Superior Court for Santo Clara County against three airlines, including Western, the defen dants ore charged with unfair competition and un fair business practices involving the some defunct tour operator/travel agency. Doth complaints seek injunctive relief, plus in the first cose three times actual damages according to proof plus punitive damages, and in the latter cose civil penalties and restitution of economic losses suffered by customers of said agency. In the opinion of Western's counsel, these actions will not result in any material liability to Western. Western is also involved in various other litigation, including certain coses alleging discrimination in employment practices or violation of the anti-trust lows which management believes will not hove o materially adverse effect upon Western. Management Western's management organization is headed by o board of directors which includes representation from Alaska, Hawaii, Mexico, the Midwest, the Pacific Northwest and the Rocky Mountain States as well as California. Newly elected to the board of directors in 1977 was Seattle attorney Gerald Grinstein, 45, succeed ing James D. Garibaldi, a Los Angeles attorney who retired and was named a director-emeritus. Two Western officers--Arthur F. Kelly, chairman and chief executive officer, and Dominic P. Renda, president and chief operating officer--are members of the board of directors. Mr. Kelly, 65, completed his 40th year with Western and his 28th year as a company officer in 1977. Mr. Renda, 64, completed his 30th year in the industry in 1977 having served as an officer of Western for 25 of those years. Other principal officers of Western include Richard P. Ensign, 59, senior vice president- marketing; Anton B. Favero, 64, senior vice president --operations; Robert O. Kinsey, 61, senior vice presi dent-finance and administration; James L. Mitchell, 56, senior vice president--corporate planning; Gerald P. O'Grady, 64, senior vice president--legal and secretary; Richard O. Hammond, 48, vice presi dent and treasurer, and Roderick G. Leith, 49, vice president and controller. Mr. Ensign, who previously served as a Western officer from 1963 to 1971, held senior officer positions with Pan American World Airways, Inc., between 1971 and 1975 when he returned to Western. Mr. Mitchell served as an officer of Western from 1965 to 1968 when he became a vice president of Continental Air Lines, Inc. He returned to Western in early 1977. Western is proud of its management staff which reflects a combination of expertise and experience. The officers of Western have an average age of 54 years and an average of 25 years of service with the company. Members of the second echelon of management average 46 years of age and hove on overage of 17 years of service with Western. A complete listing of oil company officers and their functions is detailed on Page 29 of this report. The principal occupation of each Western officer is his position with the company. Employees Western employed on average of 10,413 people during 1977, compared to 9,799 during 1976. Wages and salaries for 1977 amounted to $216,004,000, up 15 percent from $188,418,000 in the previous year. Social Security taxes and company contributions to group insurance and employee retirement plans increased 24 percent to $47,079,000 in 1977. The company is committed to a policy of equal employment opportunity with hiring and advance ment being determined on the basis of merit and ability. This company policy is the basis for viable, results-oriented affirmative action plans which are submitted annually to government agencies. Labor unions represent approximately 87 per cent of Western's employees. These unions include the International Brotherhood of Teomsters, Air Line Pilots Association, Association of Flight Attendants, Brotherhood of Railway and Airline Clerks, Sindicato Nacional de Trabajadores de Aviacion y Similares and the Transport Workers Union. Following is the contractual status of each of these collective bargaining groups: Employee Group Number of Employees 1/1/78 Union Contract Open for Amendment Flight Attendants 1,772 ALPA/AFA Nov. 30, 1979 Agent & Clerical 3,701 DRAC Jon. 1,1978 (In Mediation) Canada 46 DRAC To be negotiated after settlement of U.S. Contract Mexico 150 SNTA Jon. 18,1979 Pilots 1,479 ALPA Sept. 1,1979 Flight Superintendents Mechanics & Related 31 TWU April 30,1978 Employees Stock & Stores 1,842 IDT Jon. 1,1979 Employees 118 IDT Jan.l, 1979 16 Ten Years of Western Progress (In thousands except per shore amounts and other items indicated by*) Summary of Operations 1977 1976 1975 1974 1973 1972 1971 1970 1969k 1968 Operating revenues: Passenger $614,581 544,188 465,081 437,345 376,722 342,851 295,807 274,792 220,530 205,753 Cargo0 47,613 37,926 31,329 27,662 23,040 20,819 20,231 18,745 16,472 13,459 Other 29,270 23,091 22,563 23,390 21,524 10,321 12,009 9,926 5,245 4,454 Total operating revenues 691,464 605,205 518,973 488,397 421,286 373,991 328,047 303,463 242,247 223,666 Operating expenses: Wages, salaries and employee benefits 263,083 226,367b t 201,661 182,334 165,363 147,282 127,075 113,116 97,156 78,535 Fuel 137,969 108,279 93,134 71,437 44,510 40,137 38,663 37,357 32,857 27,191 Depreciation 34,973C 38,058c 36,054c 40,478 38,304 36,224 35,144 36,583 34,821 25,051 Otherd. 233,306 202,643 179,563 155,788 132,987* 126,741 1 10,859 104,596 89,814 73,207 Total operating expenses 669,331 575,347 510,412 450,037 381,164 350,384 31 1,741 291,652 254,648 203,984 Operating income (loss) 22,133 29,858 8,561 38,360 40,122 23,607 16,306 1 1,811 (12,401) 19,682 Interest, principally on long-term debt (9,650) (9,675) (8,964) (11,495) (10,505) (10,240) (11,278) (14,589) (15,437) (8,634) Interest capitalized' 2,592 786 440 1,161 1,489 1,453 116 3 689 2,098 Gain (loss) on sale of equipment 4,549 1,809 379 9,575 945 582 1,349 1 1 1 26 (73) Other income and expense, net 3,388 1,237 3,919 4,222 3,235 2,1 14 3,1 14 1,009 (151) 88 Earnings (loss) before taxes on income and cumulative effect of accounting change 23,012 24,015 4,335 41,823 35,286 17,516 9,607 (1,655) (27,274) 13,161 Taxes on income (tax credits)9. 8,650 9,050 (825) 17,725 14,900 6,300 3,150 (2,250) (15,075) 4,725 Earnings (loss) before cumulative effect of accounting change 14,362 14,965 5,160 24,098 20,386 1 1,216 6,457 595 (12,199) 8,436 Cumulative effect of accounting change* -- -- 7,160 - - - - - - - Net earnings (loss) $ 14,362 14,965 12,320 24,098 20,386 1 1,216 6,457' 595 (12,199) 8,436 Earnings (loss) per common share:h J Primary: Before cumulative effect of accounting change $ 1.09 1.10 0.34 1.59 1.35 0.75 0.43 0.04 (0.81) 0.56 Net earnings (loss) $ 1.09 1.10 0.81 1.59 1.35 0.75 0.43 0.04 (0.81) 0.56 Fully diluted: Before cumulative effect of accounting change $ 0.95 0.98 0.33 1.41 1.21 0.68 0.41 0.04 (0.81) 0.54 Net earnings (loss) $ 0.95 0.98 0.74 1.41 1.21 0.68 0.41 0.04 (0.81) 0.54 Pro-forma amounts assuming the accounting change is applied retroactively: Net earnings (loss) $ 14,362 14,965 5,160 24,608 16,074 10,573 8,247 3,290 (10,664) 9,527 Net earnings (loss) per common share--primary"' $ 1.09 1.10 0.34 1.63 1.07 0.70 0.55 0.22 (0.71) 0.64 Net earnings (loss) per common share--fully diluted".' $ 0.95 0.98 0.33 1.44 0.96 0.65 0.52 0.22 (0.71) 0.60 Cash dividends paid per share on common stock1) $ 0.40 0.40 0.47 0.39 0.23 0.08 - - 0.16 0.33 Other Financial Data Return on investmentm(%)* 9.4 9.7 8.0 13.1 12.3 8.5 6.7 5.4 1.1 7.6 Average common shares outstanding":' 12,659 13,601 15,163 15,125 15,050 15,030 15,012 15,01 1 15,010 14,981 Shareholders'equity $154,122 117,100 137,938 132,718 113,652 96,723 86,397 79,905 79,310 93,862 Long-term debt $100,661 110,420 107,617 114,917 124,387 130,487 152,040 174,184 197,150 183,718 Property and equipment--net $329,178 308,112 309,685 307,307 269,374 239,029 216,738 247,426 285,757 284,787 Total assets $462,644 431,133 420,093 396,825 377,457 342,531 340,352 355,168 367,588 349,039 Operations Airplanes operated at end of year* 77 75 75 72 74 71 70 72 78 64 Passengers carrieddk 8,757 8,098 7,531 7,391 7,382 6,931 6,206 6,188 5,752 5,693 Available seat miles 14,963,762 13,450,395 11,696,478 11,123,544 11,175,518 10,300,178 9,776,869 9,839,299 8,509,441 7,096,229 Revenue passenger milesdk 8,588,786 7,833,843 7,102,917 6,747,451 6,476,087 5,995,925 5,251,989 5,159,081 4,021,296 3,841,864 Passenger load factor--actual (%)* 57.4 58.2 60.7 60.7 57.9 58.2 53.7 52.4 47.3 54.1 --breakeven point (%)* 55.8 55.8 59.8 56.0 52.4 54.4 52.2 52.2 53.1 50.7 -- profit margin (point difference)* 1.6 2.4 0.9 4.7 5.5 3.8 1.5 .2 (5.8) 3.4 Average revenue per passenger mile* $ .0734 .0705 .0665 .0660 .0593 .0578 .0577 .0542 .0551 .0537 Average length in miles per passenger trip* 966 963 943 913 877 865 846 834 699 675 Operating expense per available seat mile* $ .0447 .0428 .0436 .0405 .0341 .0340 .0319 .0296 .0299 .0287 Cargo revenue ton milesdk 157,291 134,955 108,619 95,239 76,474 76,233 73,249 68,646 60,514 47,446 Average number of employees* 10,413 9,799 9,357 9,696 9,826 9,383 8,951 8,961 9,286 8,052 17 18 Notes Applicable to Five fears Ended December 01,1977 (in thousands of dollars except per share amounts) (a) See Note 13 of Notes to Financial Statements. (b) Effective January l, 1976, Western amended certain plans to comply with pension legislation and to streamline benefits. In addition the actuarial method was changed for one plan and certain actuarial assumptions were changed for all plans. These amendments and changes decreased expense in 1976 by approximately $1,200 and increased net earnings by $600 or $0.04 per share (primary). (c) Effective October 1, 1976, the estimated depreciable lives of fifteen 727 aircraft and twenty-four 737 aircraft were extended from 12 years to 15 and 14 years, respectively. For 1977, depreciation expense was decreased by approximately $4,800 ($1,200-1976); earnings before cumulative effect of accounting change and net earnings were increased by approximately $2,400 or $0.19 per share primary ($600 or $0.04-1976). Effective January 1, 1975, the estimated depreciable lives of eighteen 720D aircraft were extended to a common expiration date of December 31,1978. For 1975, depreciation expense was decreased by approximately $5,300; earnings before cumulative effect of accounting change and net earnings were increased by approximately $2,600 or $0.17 per share (primary). (d) Operations of other carriers were substantially suspended from October 23 to November 16, 1976; September 1, 1975 to January 4, 1976; December 6 to December 21, 1975; July 14 to October 30, 1974; November 5 to December 18, 1973. Mutual aid payments included in "other" operating expenses, amounted to $899--1976, $4,832 -- 1975, $1,203 --1974 and $1,870 -- 1973. Operations of a competing intrastate carrier were partially suspended during the fourth quarter 1973. (e) In 1975 Western changed its method of accounting for costs of major flight equipment maintenance from one of charging such costs to reserves (accumulated by charges to income on an hours-flown basis) to one of direct expensing of such costs as incurred. Western believes this method is preferable because if better reflects changes in the physical manner in which airframes and engines are maintained and is the method followed by the other fen major U.5. airlines. The $7,160 cumulative effect of this change on prior years ($13,785 less deferred income taxes of $6,625) is included in net earnings for the year 1975. This change had no other material effect on net earnings for 1975. Periods prior to December 31, 1974 have not been restated. The pro forma amounts reflect the retroactive effect of this change on net earnings for the periods prior to December 31, 1974. "Other" operating expenses for 1973 were reduced by approximately $7,900 ($3,950 or $0.27 per share (primary) after taxes), because of a reduction in reserves for engine overhauls caused by con verting from a program of complete overhauls to one of regular inspections at shorter hourly periods and overhauls as needed. (f) If Western did not follow a policy of capitalizing interest related to deposits on aircraft purchase contracts, earnings before cumulative effect of accounting change and net earnings would have been decreased as follows: 1977 --$1,088, 1976-$198, 1975-$28, 1974-$412 and 1973-$607. Earnings before cu mulative effect of accounting change per share (primary) and net earnings per share (primary) would have been decreased by $0.09, $0.01, $0.03 and $0.04 for 1977, 1976, 1974 and 1973, respectively. Earnings per share would not have been affected in 1975. (g) The provision for taxes on income before cumulative effect of a change in accounting principle are summarized as follows: 1977 1976 1975 1974 1973 Current income taxes Federal State Deferred federal income taxes Deferred investment credits $(1,025) 1,150 (550) 1 1,900 4,405 1,075 2,350 4,145 (5,425) 225 9,905 (2,555) 5,325 1.375 8,300 5.375 5,775 1,700 4,050 5,800 Amortization of deferred investment 1 1,475 1 1,975 2,150 20,375 17,325 credits (2,825) (2,925) (2,975) (2,650) (2,425) $ 8,650 9,050 (825) 17,725 14,900 In 1975 the Internal Revenue Service concluded examinations of Western's federal income fax returns through 1972. Western was successful in accelerating depreciation for tax purposes which resulted in a refund for certain of the years under review. The provision for faxes on income for 1975 includes reclassifications relating to timing differences (decreased current federal income taxes of $4,025 and restored deferred investment credits of $1,130, which are offset by increased deferred federal income taxes of $5,155). 19 (h) Earnings per share data are based on the weighted average number of shares of common stock outstanding during the respective years, adjusted when applicable to give retroactive effect to 5% and 0% stock dividends paid in 1974 and a 3% stock dividend paid in 1973, as follows: 1977 -- 12,659,000; 1976-13,601,000; 1975-15,163,000; 1974-15,125,000 and 1973-15,050,000. The fully diluted per share data are based on the following number of shares: 1977 -- 15,913,000, 1976 -- 16,066,000; 1975 -- 17,628,000; 1974--17,590,000 and 1973 -- 17,516,000. Net earnings are reduced by dividends on preferred stock to determine primary net earnings. Outstanding stock options have no material dilutive effect on earnings per share. (i) Cash dividends per share on common stock are stated on the basis of Western's shares outstanding at the date such dividends were declared, adjusted when applicable for 5% and 3% stock dividends paid in 1974 and a 3% stock dividend paid in 1973. Notes Applicable to Ten Years Ended December 01, 1977 (j) Stock split was 2/2 for l in 1972. A stock dividend was 10% in 1971. Per share data are adjusted to give retroactive effect. (k) Operations of other carriers were substantially suspended from June 30 to October 2, 1972; December 15, 1971 to April 10, 1972; July 8 to December 14, 1970. Western's operations were suspended from July 29 to August 16,1969. (l) Includes $560 from involuntary conversion of an aircraft. (m) The methodology used to compute the rate of return is the CAB Corporate Return on Investment. Report of Independent Certified Public Accountants Peat, Marwick, Mitchell 8c Co. CERTIFIED PUBLIC ACCOUNTANTS 555 SOUTH FLOWER STREET LOS ANGELES, CALIFORNIA 00071 The Board of Directors Western Air Lines, Inc.: We have examined the balance sheets of Western Air Lines, Inc. as of December 31, 1977 and 1976 and the related statements of earnings, shareholders' equity, and changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the aforementioned financial statements present fairly the financial position of Western Air Lines, Inc. at December 31, 1977 and 1976 and the results of its operations and the changes in its financial position for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis. YHJittJdULSL- * . February 17, 1978 20 Balance Sheets WESTERN AIR LINES, INC December 31, 1977 and 1976 (in thousands of dollars) ASSETS 1977 1976 Current Assets: Cosh $ 6,748 1 1,476 Certificates of deposit Commercial paper ot cost and accrued interest 14,710 7,748 (which approximate market) 27,459 25,91 1 48,917 45,135 Receivables (net of allowance for doubtful accounts of $1,594-1977 and $1,845-1976) Flight equipment expendable parts, at average cost 57,255 48,951 (less allowance for obsolescence of $11,914 -- 1977 and $11,525-1976) 13,645 16,31 1 Prepaid expenses and other current assets 6,379 6,264 Total current assets 126,196 1 16,661 Properties and Equipment at Cost (Notes 2, 3 and 4): Flight equipment Facilities and ground equipment Deposits on aircraft purchase contracts 474,700 102,607 40,641 480,136 94,137 19,418 Less allowance for depreciation and amortization 617,948 288,770 593,691 285,579 329,178 308,1 12 Deferred Charges and Other Assets 7,270 6,360 $462,644 431,133 See accompanying notes to financial statemenfs. 21 LIABILITIES AND SHAREHOLDERS' EQUITY 1977 1976 Current Liabilities: Accounts payable $ 31,405 28,760 Salaries, wages and vacation benefits payable 27,783 23,345 Accrued liabilities (Note 5) 20,140 13,912 Income taxes payable (Note 6) 1,739 5,825 Advance ticket sales 32,704 29,563 Current portion of debt (Note 7) 8,300 27,800 Total current liabilities 122,071 129,205 Long-term Debt (Note 7) 100,661 11 0,420 Deferred Credits (Notes 6 and 8): Deferred federal faxes on income 54,569 47,007 Unamortized investment credits 18,610 17,644 Other 12,611 9,757 85,790 74,408 Shareholders' Equity (Notes 7, 9, 10 and 11): Preferred stock--authorized 25,000,000 shares $2.00 Series A Cumulative Convertible $25.00 stated value per share Issued 1,200,000 shares 30,000 Common stock--authorized 35,000,000 shares $1.00 par value per share Issued 12,659,000 shares 12,659 12,659 Additional paid-in capital 27,227 28,937 Retained earnings 84,236 75,504 154,122 117,100 Commitments and Contingent Liabilities (Notes 3 and 8) $462,644 431,133 22 Statements of Earnings Years ended December 31, 1977 and 1976 (in thousands of dollars except per share amounts) 1977 1976 Operating revenues: Passenger $614,581 544,188 Cargo (Note 13) 47,613 37,926 Other 29,270 23,091 691,464 605,205 Operating expenses: Wages, salaries and employee benefits (Note 5) 263,083 226,367 Fuel 137,969 108,279 Depreciation and amortization (Note 2) 34,973 38,058 Other 233,306 202,643 669,331 575,347 Operating income 22,133 29,858 Other income (expenses): Interest, principally on long-term debt Interest capitalized Interest income Gain on sale of equipment Other --net (9,650) 2,592 2,302 4,549 1,086 (9,675) 786 1,941 1,809 (704) 879 (5,843) Earnings before provision for taxes on income 23,012 24,015 Provision for taxes on income (Note 6) 8,650 9,050 Net earnings $ 14,362 14,965 Earnings per common share (Note 12): Primary $ 1.09 1.10 Fully diluted 0.95 0.98 See accompanying notes to financial statements. 23 Statements of Changes in Financial Position Years ended December 31,1977 and 1976 (in thousands of dollars) 1977 1976 Sources of Working Capitol: Net earnings $ 14,362 14,965 Add (deduct) items which did not affect working capital: Depreciation and amortization (Note 2) 34,179 36,132 Taxes (Note 6): Deferred income taxes (550) 2,350 Deferred investment credits 11,900 4,145 Amortization of deferred investment credits (2,825) (2,925) Gain on sale of equipment (4,549) (1,809) Other (3,010) 1,949 Total from operations 49,507 54,807 Proceeds from issuance of preferred stock (Note 9) 30,000 -- Reimbursements of deposits and capital expenditures upon leasing of aircraft and facilities 18,775 7,295 Proceeds from sole of equipment 7,924 3,771 Proceeds from issuance of long-term debt -- 23,000 Other--net 44 (1,156) 106,250 87,717 Applications of Working Capitol: Purchase of property and equipment and advances thereon 74,151 42,362 Repurchase of common stock (Note 11) -- 30,527 Reduction of long-term debt including transfers to current liabilities 9,800 20,000 Cosh dividends 5,630 5,312 Preoperating costs related to route development -- 4,270 89,581 102,471 Increase (decrease) in working capital $ 16,669 (14,754) Summary of Increases (Decreases) in Working Capitol: Cosh, certificates of deposit and commercial paper $ 3,782 7,751 Receivables 8,304 412 Expendable ports and prepaid expenses (2,551) 688 Accounts payable, advance ticket sales, accrued and other liabilities 7,134 (23,605) Net increase (decrease) $ 16,669 (14,754) See accompanying notes to financial statements. 24 Statements of Shareholder^ Equity Years ended December 31, 1977 and 1976 (in thousands of dollars) Preferred Sfock $25.00 Stated Value Common Stock $1.00 Par Value Additional Paid-in Capital Retained Earnings Shareholders' Equity Balance at January 1, 1976 $ - 15,164 37,461 85,313 137,938 Exercise of sfock options -- 4 32 -- 36 Repurchase of common sfock . . . -- (2,509) (3,556) (19,462) (30,527) Net earnings -- -- -- 14,965 14,965 Cash dividends --common stock. -- -- -- (5,312) (5,312) Balance at December 31, 1976.... -- 12,659 28,937 75,504 1 17,100 Issuance of preferred sfock 30,000 -- (1,710) -- 28,290 Net earnings -- -- -- 14,362 14,362 Cash dividends Preferred sfock (567) (567) Common stock -- -- -- (5,063) (5,063) Balance at December 31,1977 (Notes 7, 9, 10 and 11) $30,000 12,659 27,227 84,236 154,122 See accompanying notes to financial sfafemenfs. Notes to Financial Statements (In thousands of dollars except per share amounts) Note 1. Summary of Significant Accounting Policies. Property and Equipment: Property and equipment, exclusive of residual values, are depreciated over estimated useful lives by the straight-line method. (See Note 2.) Maintenance and repairs are expensed as incurred. Major renewals and betterments are charged to property and equipment accounts. Preoperating Costs: Significant costs, such as those for traffic promotion and personnel training, related to the inauguration of service over major new routes and to the introduction of new types of aircraft are deferred and amortized over five years. Interest Capitalized: Interest related to deposits on aircraft purchase contracts is capitalized and amor tized over the useful lives of the aircraft. Investment Credits: Investment credits generated by acquisition of assets to the extent used to reduce federal income tax liability are amortized to income on a straight-line basis over the useful lives of the related assets. Obsolescence of Expendable Ports: An allowance for obsolescence of expendable parts is accrued over the useful lives of the related aircraft types. Advance Ticket Soles: Passenger ticket sales are recorded as a current liability until recognized as revenues for services provided by Western, refunded, or until billed by other carriers for transportation provided by them. At December 31, 1977, $19,561 (1976 -- $17,220) was estimated to be related to transportation to be provided by Western and $13,143 (1976 -- $12,343) was estimated to be payable to other carriers. Note 2. Depreciation and Amortization. The estimated useful lives and residual values of air craft are as follows: Estimated Residual Useful Life Value DC-10 16 years 10% 727 15 years* 15% 737 14 years* 15% 707 12 years 15% 720B Common Retirement Date -- December 31, 1978$100 *Effective October 1, 1976 the estimated depreciable lives were extended from 12 years. For 1977, depreciation expense was decreased by approximately $4,800 ($1,200 -- 1976); net earn ings were increased by approximately $2,400 ($600 -- 1976) or $0.19 ($0.04 -- 1976) per share (primary). The estimated useful lives of ground equipment range from four to ten years. For buildings and im provements on leased property, the estimated useful lives are generally the periods of the leases. "Other" operating expenses included depreciation and amortization expense of $334 in 1977 ($350 -- 1976). 25 Note 0. Commitments and Contingent Liabilities. At December 31, 1977 Western hod on order five 727 and two DC-10 aircraft for delivery in 1978. The total purchase price is estimated to be $114,100 of which approximately $38,100 has been paid in ad vance deposits. Outstanding commitments for flight equipment modifications and spares amounted to approx imately $7,800 and for facilities and ground equipment amounted to approximately $4,700 at December 31, 1977. During January 1978, subject to lender approval, Western exercisea options to purchase five 727 and two DC-10 aircraft for delivery in 1979 at a cost of approximately $129,000. External equity or debt financing or a combination thereof will be required to finance the acquisition of these aircraft. For information regarding the status at December 31, 1977 of legal proceedings, see "Pending Legal Proceedings" on page 15 in this Annual Report. For discussion of the possible impact of environ mental regulations, see paragraphs two through five of "Flight Equipment" on page 10 in this Annual Report. Note 4. Description of Impact of Inflation (Unaudited). Inflation is reflected in operating expenses in the year in which the price increases occur except for the cost of replacing capital assets. Historically, because of the regulatory process, fare increases have lagged behind these price increases. Replacing capital assets, primarily aircraft and ground property, with assets having equivalent pro ductive capacity has usually required a greater capital investment than was required to purchase the original productive capacity. These higher acquisition costs reflect the cumulative impact of inflation. Western's annual report on form 10-K (a copy of which is available upon request) contains informa tion with respect to year-end 1977 replacement cost of productive capacity and the approximate effect which replacement cost would have had on the computation of depreciation expense for the year. Note 5. Retirement Plans. The company has retirement plans which cover sub stantially all employees. Western makes contributions to the company-sponsored plans which, together with the participants' required contributions, are sufficient to fund current service costs annually and prior service costs over 10 to 20 years. Actuarial gains and losses are amortized over ten-year periods. The cost of retirement plans charged to operating expense amounted to $21,908 for 1977 ($18,211 -- 1976), which included company contributions to a union-sponsored plan for mechanics and related employees of $2,498 ($1,929 -- 1976). The increase was caused by higher wages and improved benefits. For one of the plans, the actuarially computed value of vested benefits exceeded the pension funds' assets by approximately $7,000 as of the most recent valuation date during 1977. Unfunded prior service costs of the plans amounted to approximately $23,227 at the most recent valua tion dates during 1977. Note 6. Taxes on Income. The provision for faxes on income is summarized as follows: 1977 1976 Current income taxes Federal . . $(1,025) 4,405 State 1,150 1,075 Deferred federal income taxes (550) 2,350 Deferred invesfmenf credits 11,900 4,145 1 1,475 1 1,975 Amortization of investment credits (2,825) (2,925) $8,650 9,050 Deferred income faxes arise from timing differ- ences between financial and fax reporting, effects of these differences follow: The tax 1977 1976 Depreciation . . $(1,623) 464 Interest capitalized 679 (164) Preoperating expense (668) 1,668 Employee benefits 792 146 Other 270 236 $ (550) 2,350 Investment credits unapplied on tax returns amounted to $9,596 at December 31,1977 ($17,705 -- 1976) with $3,808 expiring in 1982, $1,903 in 1983 and $3,885 in 1984. Of the $18,610 unamortized investment credit balance at December 31,1977 ($17,644 -- 1976), $10,548 ($4,170 -- 1976) remains from investment credits utilized by reduction of taxes paid and $8,062 ($13,474 -- 1976) is related to investment credits not yet utilized for reduction of taxes paid. The Tax Reform Act of 1976 provides for 100% application of unapplied investment credits against federal income fax liabilities for 1977 and 1978. This 100% application is reduced 10% annually thereafter to a 50% application against federal income taxes in 1983. A reconciliation between the amount of reported taxes on income and the amount compured by multiplying earnings before provision for taxes on income by the federal statutory tax rate of 48% follows: 1977 1976 Taxes on income at 48% Increases (reductions) in taxes resulting from: Amortization of deferred invesfmenf $1 1,046 1 1,527 credits State income taxes, net of federal (2,825) (2,925) income fax benefit 598 559 Other (169) (1 ID Taxes on income $ 8,650 9,050 The federal income tax returns for 1973 and 1974 are being examined by the Internal Revenue Service. 26 Note 7. Unsecured Debt. At December 01,1977 and 1976 debt was as follows: 1977 1976 Current portion of debt: Revolving bank line of credit $ 19,500 Current maturities of long-term debt. . . . 8,300 8,300 $ 8,300 27,800 Long-term debt: Senior 5%% installment notes due September 1, 1981 with annual principal payments on September 1 of $4,000 $ 12,000 16,000 6e% installment notes due September 1, 1984 with annual principal payments of $2,000 on September 1 which will increase to $7,000 in 1982 27,000 29,000 8%% installment notes due November 16, 1985 with quarterly principal payments of $768 starting in 1981 15,362 15,362 54,362 60,362 Subordinated 5%% convertible subordinated debentures due February 1, 1993, with annual sinking fund payments of $1,500 starting in 1979 28,055 29,555 10% subordinated sinking fund notes due April 15, 1984, less unamortized discount of $156, with annual sinking fund payments of $2,300 starting in 1977 18,244 20,503 46,299 50,058 $100,661 1 10,420 The Dank Loan Agreement provides Western with a $75,000 revolving line of credit until December 31, 1978. On this dote the line of credit con be replaced by o term note in on amount not to exceed $75,000 which will mature on June 00, 1980 with quarterly payments of principal storting March 01, 1979. The interest rote on funds borrowed is 14% over the bank's prime commercial rate until June 00, 1979 when it will increase to %% over such rote. The commitment fee is 14% per annum on the unused portion. At December 01,1977, $75,000 was available for future drawdowns. Although this Dank Loon Agreement does not require compensating balances, Western has informally agreed to maintain on deposit average balances equal to 10% of the total credit available plus 10% of borrowings. The agreements relating to this line of credit ond other long-term debt contain provisions which limit retained earnings from which restricted payments (cosh dividends and purchases of Western's common stock) con be mode. The most restrictive of these provisions limited amounts available for such pay ments to $16,650 at December 01,1977. These agreements also include, among other things, requirements pertaining to cash and working capital levels and provisions which may restrict additional borrowings. The following schedule shows the amount of long term debt due in the five following calendar years: 1978 $8,300 1979 8,300 1980 9,800 1981 12,872 1982 13,872 At December 01, 1977, 2,429,000 shores of com mon stock were reserved for conversion of debentures at o conversion price of $11.55 per shore. Nofe 8. Lease Commitmenfs. Western leases flight equipment and facilities ond ground equipment which ore presently accounted for as operating leases. These leases ore classified below as operating or capital leases by criteria set forth in Financial Accounting Standards Board (FASD) Statement No. 10. Rental expense for 1977 and 1976 was os follows: 1977 1976 Capital leases $15,070 1 1,102 Operating leases 14,079 12,752 Total $29,149 23,854 Af December 01, 1977 minimum rental expense under leases expiring offer December 01, 1978 was as follows: Capital Operating Leases Leases 1978 $ 16,901 8,961 1979 16,901 8,842 1980 16,857 8,412 1981 16,724 8,275 1982 16,724 7,876 Thereafter 117,594 83,888 $201,701 126,254 The rental expenses for certain leases included in the above tabulations ore normalized on a straight- line basis. At December 01, 1977 other deferred credits in the accompanying balance sheets include $5,201 ($5,000 -- 1976) representing the excess of normalized rental expense over cosh payments. FASD Statement No. 10 is effective for lease agree ments entered into on or after January 1, 1977, for which there were no commitments prior to that date. Leases primarily for flight equipment, os shown be low, will be classified and accounted for as capital leases under FASD Statement No. 10. Aircraft Type Number of Aircraft Acquisition Date Lease Expiration Date 727 6 1969 1984 5 1977 1992 DC-10 2 1973 1991 1 1975 1991 1 1976 1991 If the company accounted for those leases os capital leases, the following increases would be reflected in the balance sheets ot December 01, 1977 and 1976: Assets 1977 1976 Flight equipment $126,310 90,268 Facilities and ground equipment.... 2,967 2,967 Allowance for depreciation and amortization 129,277 30,513 93,235 22,775 $ 98,764 70,460 27 Liabilities Obligations under long-term leases: Current portion of debt Long-term debt $ 6,053 . .. 113,804 4,265 82,1 17 $1 19,857 86,382 Net earnings for the year 1977 would have been reduced by $1,638 or $0.13 per share (primary). The company used incremental borrowing rates in these computations. Note 9. Issuance of Preferred Stock. On October 6, 1977, 1,200,000 shares of $2.00 Series A Cumulative Convertible Preferred Stock were issued at o stated value of $25 per share. The shares of preferred stock are convertible into common stock at the rote of 2.5 shores of common stock for each shore of preferred stock, subject to adjustment under certain conditions. Note 10. Stock Options. Western presently has a qualified stock option plan adopted in 1964 for officers and a nonqualified stock option plan adopted in 1974 for officers and key personnel.These plans ore summarized os follows: 1974 Plan 1964 Plan Number Number of Average of Average Shores Price Shores Price January 1, 1976 384.770 $ 9.12 1 15,576 $1 1.45 Options granted 4,000 9.56 - - Options exercised (4.120) 8.80 - -- Options cancelled and expired (2.575) 10.74 (18.103) 1 1.28 Balance December 31, 1976 382.075 9.14 97,473 1 1.48 Options granted 378.500 8.28 - - Options cancelled and expired (45,405) 9.15 (21,862) 13.36 Balance December 31, 1977 715,170 8.69 75,61 1 10.93 Shores exercisable of: December 31, 1977 343,886 8.95 75,61 1 10.93 December 31,1976 224.645 9.15 81,737 1 1.59 Options outstanding under the 1964 stock option plan will expire on April 30, 1978. No additional options may be granted under this plan. At December 31,1977, 310,710 shores were reserved under the 1974 stock option plan for the issuance of additional options. Note 11. Repurchase of Common Stock. On April 28, 1976, Western repurchased 2,508,832 shares of its common stock from a shareholder for $7,307 in cash and $23,000 in principal omounf of 10% subordinated sinking fund notes. (See Note 7.) These notes were sold to the public on April 29,1976 at 99% of principal amount. Note 12. Earnings per Common Shore. 1977 1976 Adjustment of net earnings: Primary: Net earnings $14,062 14,965 Preferred dividends 567 -- Net earnings available for common stock $13,795 14,965 Fully diluted: Net earnings $14,362 14,965 Reduction in interest expense, net of provision for foxes on income, for the assumed conversion of 5%% convertible subordinated debentures 742 756 Adjusted net earnings assuming full dilution $1 5,104 1 5,721 Adjustment of shores outstanding (in thousands): Weighted overage shores outstanding 12,659 13,601 Adjustment assuming full dilution: Assumed conversion of subordinated debentures 2,539 2,465 Assumed conversion of preferred stock 71 5 -- Total average common shores assuming full dilution 1 5,913 16,066 Earnings per common shore: Primary $ 1.09 1.10 Fully diluted 0.95 0.98 Outstanding stock options hove no material dilutive effect on earnings per common share. 28 Note 13. Quarterly Financial Data (Unaudited). Summarized quarterly financial data for 1977 and 1976 is as follows: Per Shore Operating Operating Net Fully Revenues Income Earnings Primary Diluted 1977 First quarter $164,748 4,257 1,993 0.16 0.14 Second quarter 165,181 226 1,780 0.14 0.13 Third quarter 188,825 16,623 8,811 0.70 0.59 Fourth quarter 172,710b 1,027b 1,778b 0.10 0.10 1976 First quarter 139,485 1,056 1,423 0.09 0.09 Second quarter 146,273 8,031 3,812 0.28 0.25 Third quarter 166,325 16,842 7,821 0.62 0.53 Fourth quarter 153,122 3,929 1,909 0.15 0.14 See Note 2. bOperafing revenues and operating income include $2,000 from current and retroactive mail rate adjustments, which increased net earnings by $1,000. Corporate Officers Executive Officers Arthur F. Kelly Chairman of the Board and Chief Executive Officer Dominic P. Renda President and Chief Operating Officer Corporate Planning Division James L. Mitchell Senior Vice President--Corporate Planning Walter Bambrick Vice President--Data Processing and Systems Charles S. Fisher Vice President--Schedule Planning Peter P. Wolf Vice President--Communications W. Jeffrey Terrill Assistant Vice President--Regulatory Proceedings Finance and Administration Division Robert O. Kinsey Senior Vice President--Finance and Administration Paul V. Donahue Vice President--Procurement H.S. Gray Vice President--Financial Planning Richard O. Hammond Vice President and Treasurer Roderick G. Leith Vice President and Controller J.S. Neel Vice President--Personnel Relations Carl M. Anderson Assistant Vice President--Special Projects Legal Division Gerald P. O'Grady Senior Vice President--Legal and Secretary Henry M. deButts Vice President--Regulatory Law Howard L. Culver Assistant Vice President--Regulatory Law Thomas J. Greene Assistant Vice President--Corporate Law and Assistant Marketing Division Richard P. Ensign Senior Vice President--Marketing Willis R. Balfour Vice President--Sales and Service David E. Holt Vice President-- Passenger Sales Lawrence H. Lee Vice President--Inflight Service Robert Leinster Vice President--Passenger Service Bert D. Lynn Vice President--Advertising and Sales Promotion Jack M. Slichter Vice President--Field Management John I.Good Assistant Vice President--Cargo Sales and Service Operations Division Anton B. Favero Senior Vice President--Operations Robert V. Johnson Vice President--Flight Operations Edwin W. Mitchell Vice President--Maintenance and Engineering Corporate Affairs Roy Silvius Vice President--Corporate Affairs Wayne B. Lichtgorn Assistant Vice President--Consumer Affairs Government and Industry Affairs Neil S. Stewart Vice President--Government and Industry Affairs Regional Officers William J. Grant Regional Vice President--Denver Paul R. Harding Regional Vice President--San Francisco Allen F. Hoss Regional Vice President--Hawaii Grant G. Murray Regional Vice President--Salt Lake City Lawrence A. Nichols Regional Vice President--Seattle/Tacoma Luis Pasquel L. Regional Vice President--Mexico Raymond M. Waters Regional Vice President--Alaska Harry L. White Regional Vice President--Los Angeles Lynn D. Zumbrunnen Regional Vice President--Minneapolis/St. Paul 29 Doord of Directors Miguel M. Blasquez President, Inter-American Commercial Arbitration Commission, Mexico City, Mexico Victor L. Brown* Presiding Bishop, The Church of Jesus Christ of Latter-day Saints, Salt Lake City, Utah Gerald Grinstein Aftorney-at-Law, Preston, Thorgrimson, Ellis, Holman & Fletcher, Seattle, Washington Walter J. Hickel Chairman of the Board, Hickel Investment Company Anchorage, Alaska Arthur F. Kelly* Chairman of the Board and Chief Executive Officer, Western Air Lines, Inc., Los Angeles, California Bert T. Kobayashi, Jr. Attorney-at-Law, Kobayashi, Koshiba & Watanabe Honolulu, Hawaii Arthur G. Linkletter Television Producer and Broadcaster Chairman of the Board, Linkletter Enterprises, Inc. Irvine, California John H. Myers* Assistant to the President, Saint John's University St. Paul, Minnesota Dominic P. Renda* President and Chief Operating Officer, Western Air Lines, Inc., Los Angeles, California Robert H.Volk* Chairman of the Board, Westmor Corporation Long Beach, California 'Member. Executive Committee Directors Emeriti Hugh W. Darling Altorney-at-Law, Darling, Hall, Rae & Gufe Los Angeles, California Leo H. Dwerlkotte Las Vegas, Nevada James D. Garibaldi Aftorney-at-Law, Garibaldi & Sausser Los Angeles, California Cory Grant Director and Executive, Faberge, Inc. Beverly Hills, California Dr. Donald H. McLaughlin Chairman of the Board, Homestake Mining Company San Francisco, California Edwin W. Pauley Chairman of the Board, Pauley Petroleum, Inc. Los Angeles, California Vernon O. Underwood Chairman of the Board and Chief Executive Officer, Young's Market Company, Inc., Los Angeles, California Harry J. Volk Chairman of the Board, Union Bancorp, Inc. Los Angeles, California John M. Wallace Walker Bank 0 Trust Company Salt Lake City, Utah Arthur G. Woodley Bellevue, Washington Richard W. Wright President, Mountain States Employers Council, Inc. Denver, Colorado Notice to Stockholders. A rule adopted by the Civil Aeronautics Board ("CAB") in July 1970, as amended on December 29, 1972, imposes obligations on certain stockholders of air carriers. Any person who owns as of December 31 of any year or subsequently acquires, either beneficially or as a trustee, more than 5% of any class of capital stock of an air carrier must file with the CAB a report containing the information required by Part 245.12 of the CAB's Economic Regulations on or before April 1 as to the capital stock owned as of December 31 and/or a report containing the information required by Part 245.13 of the CAB's Economic Regulations within 10 days after acquisition as to the capital stock acquired after December 31. Any bank or broker which holds as trustee more than 5% of any class of capital stock of an air carrier on the last day of any quarter of a calendar year must file with the CAB within 30 days after the end of the quarter a report in accordance with the provisions of Part 245.14 of the CAB's Economic Regulations. Any person required to report under either Part 245.12, Part 245.13 or Part 245.14 of the CAB's Economic Regulations who grants a security interest in more than 5% of any class of capital stock of an air carrier must within 30 days after granting such security interest file with the CAB a report containing the information required in Part 245.15. Any stockholder who believes that he may be required to file such a report may obtain further information by writing to the Director, Bureau of Pricing and Domestic Aviation, Civil Aeronautics Board, Washington, D.C. 20428. Form 10-K: Stockholders may obtain free of charge a copy of the company's annual report on form 10-K as filed with the Securities and Exchange Commission by writing to the Secretary, P.O. Box 92005, World Way Postal Center, Los Angeles, California 90009. General Offices Western Air Lines Building, 6060 Avion Drive Los Angeles International Airport Los Angeles, California 90045 Registrar/Transfer Agent--Common Stock Bonk of America National Trust & Savings Assn. Ill West Seventh Street, Los Angeles, California 90014 Registrar/Transfer Agent --Preferred Stock Bank of America National Trust & Savings Assn. Ill West Seventh Street, Los Angeles, California 90014 Debenture and Subordinated Note Trustee The Chase Manhattan Bank 1 Chase Manhattan Plaza, New York, New York 10015 Stock Listing--Common Stock New York Stock Exchange Pacific Stock Exchange Stock Listing--Preferred Stock New York Stock Exchange Pacific Stock Exchange Debenture and Subordinated Note Listing New York Stock Exchange Pacific Stock Exchange General Counsel Hugh W. Darling Darling, Hall, Rae & Gufe 523 West Sixth Street, Los Angeles, California 90014 Independent Accountants Peat, Marwick, Mitchell & Co. 555 South Flower Street, Los Angeles, California 90071 Annual Meeting Fourth Thursday in April