WESTERN AIR LINES, INC. 1980 ANNUAL REPORT HIGHLIGHTS OF 1980 (in millions of dollars) Operating revenues . ..... . . . .. ... . . . . .. . ... . ....... . . ....... . Operating expenses .... ... . . .... .... .. . . . .. . . . .. .. ... ...... . Operating income (loss) . . .. . . . . . ........ ..... . . . . .. . ... . . Other Income (Expenses): Interest expense, net . . . . .. . ... . . . . .. .. . . ......... .. ... . . . ... . Ga in on disposition of equipment .. ... . . ................. ... . . Other-net . ....... . . . .......... . . ........ . ... . . .. . . .. ...... . Earnings (loss) before income taxes ... . .... . . . . . . ... . .. . .... . Income taxes ........ . .... . .. .. . . . ....... . ............ .. . ... . . Net earnings (loss) . ...... . ........ . .. . . . ... . . .. . ... . ..... . Passengers carried (000) .. . ... ... ......... . . . . . .. . .. . ... . ..... . Available seat miles (000,000) ........... . ...... .. ........ . .... . Revenue passenger miles (000,000) .......... . ... ... ... .. ..... . . Passenger load factor-actual (%) . . ... . ..... . ....... .. ..... . -breakeven (%) ... . .... . ........... . ..... . -profit margin (point d ifference) ............ . "Not computed. Description of Business 1980 $ 995.7 1,041.5 (45.8) (38.5) 32.1 3.0 (49.2) ( 19.6) $ (29.6) 9,130 15,516 8,832 56.9 62.0 (5.1) 1979 932.1 913.9 18.2 (24.9) 31 .3 14.8 39.4 (2.1) 41 .5 11,191 16,630 10,495 63.1 63.2 (0. 1) %Change 1980 vs. 1979 7 14 55 3 ( 18) (7) ( 16) ( 10) (2) Western Air Lines, Inc., is a certificated air carrier engaged in scheduled air transportation of passengers, cargo and mail and as such is not dependent on a single or few customers. The company was originally organized in 1925 and currently serves 40 cities in the United States, Canada, Great Britain, Mexico and The Bahamas. Western operates in competition with other airlines on nearly all route segments. The business of the company is seasonal in nature, with highest revenues of the year normally being reported in the third quarter. It is regulated by the United States and foreign governments. LETTER TO SHAREHOLDERS Nineteen eighty was an extremely disappointing year for Western as the company experienced its first net loss since 1970- $29.6 million, or $2.46 per share. The reasons were not unique to Western. The scheduled air- line industry, feeling the effects of the recession, experienced a five percent decrease in traffic for the year, the largest decline in history. When combined with continuing inflationary pressures on costs, especially fuel costs, the downturn in air travel produced a record loss for the industry. In Western's case, scheduled traffic, as expressed in revenue passenger miles, declined 14 percent from the 1979 level pri- marily for these reasons: .. . Western's markets are heavily leisure-oriented and such traffic is particularly vulnerable to changes in economic conditions; .. . As a consequence of deregulation, the carriers serving the western part of the United States, and especially Western, have been subjected to extensive competition and ... The company eliminated or reduced service in a number of markets which no longer could support the level of service provided. Despite the decline in traffic, operating revenues increased seven percent because of fare increases which produced a 25 percent increase in yield ( average revenue per passenger mile). The fare increases were needed to offset the continuing escalation in costs, particularly the price of jet fuel. However, yield did not increase to the same extent as fares because of greater use of discount fares by our passengers. Fifty-seven percent of all passenger traffic on Western's system moved on discount fares, compared with 39 percent in the previous year. For the most part, discount fares are offered by Western to match fares introduced by competitors who are new to our markets and who are attempting to obtain a foothold in these markets-or by existing carriers with unused fleet capacity who are seeking to increase their load factors. Operating expenses increased 14 percent and would have increased more had we not taken drastic action to reduce and control costs. More than 50 percent of the increase was caused by the escalation in the price of fuel. We spent 31 percent more for jet fuel in 1980, although we used 14 percent fewer gallons than in 1979. Wages, salaries and benefits in- creased eight percent despite the fact that we reduced the number of employees by eight percent during the year. In addition to the elimination of certain flights and reduc- tion in the number of employees, the company accelerated its plan to dispose of older, fuel-inefficient aircraft and others that became surplus to our needs. During the year, we sold our one remaining four-engine 720B, four 707s and six 737s.AII of these aircraft were sold at prices in excess of book values. Our remaining 707 has been leased to an international carrier and is for sale. The sale of these a ircraft, plus the delivery of two DC-10s and five Boeing 727-200s in 1980, has provided Weste~n with one of the most modern and fuel-efficient fleets in the indus- try. In fact as of September 30, 1980, according to a Boeing report, Western's fleet had an average age of 6.35 years, the youngest of any U.S. trunkline. While attempting to reduce and control costs, we also devoted a great deal of our attention and effort to increasing revenues. Recognizing that profitable route expansion is diffi- cult to accomplish during a recession, we concentrated our efforts on our existing route system. Although evaluation of flight schedules is an ongoing pro- cess in the airline industry, in the second quarter- when it 2 Dominic P. Renda became apparent that the recession would be more severe than anticipated- we undertook an intensive study of our schedule pattern to determine how we might be more com- petitive in markets that had a potential for profit, and how we might reduce service in markets that were not profitable. As a result of this study, we immediately improved the timing and frequency of flights on high density routes and eliminated or reduced service on other routes. Although these efforts did not produce a return to profitable operations, they did provide noteworthy improvement in our operating performance and helped minimize our losses. In the fourth quarter of the year, our load factor showed a three percent increase and our operating loss was reduced by more than $5 million from the same quarter in 1979. It should be noted that 94 percent of our operating losses for 1980 occurred in the first six months. On October 27, Western inaugurated service to London from Anchorage and Honolulu, completing the first step in the company's lengthy effort to obtain routes to the United King- dom. On April 24, we will complete the second step of this expansion into long-haul international routes when we inaugu- rate the first nonstop service between Denver and London. These routes are developmental in nature and may not be profitable in the first full year of operation. However, we believe they are important to the future of the company. Last August we announced plans to once again attempt to merge Western and Continental Airlines. We took this action because we believed that the factors that may have led the CAB to disapprove the same merger in July 1979 no longer existed due to deregulation of the airline industry. On February 6, 1981, the Civil Aeronautics Board Administra- tive Law Judge who heard the evidence recommended approval of the proposed merger and concluded that what- ever objections may have existed before no longer prevailed in the industry. On February 9, the next business day after the law judge's decision was announced, Texas International Airlines, Inc., a subsidiary of Texas Air Corp., announced plans to make a tender offer for a minimum of four million shares of Continental stock, with an option to purchase up to an additional two million shares. In its announcement, Texas International dis- closed that it already owned a total of 1,459,200 shares, or approximately 9.5 percent, of Continental's outstanding stock. On February 13, Texas International announced the com- mencement of its tender offer and stated that its purpose in making the offer was to acquire a significant minority interest in Continental and, subject to CAB approval, to exercise control over Continental's business and operations. Purchase of shares by Texas International was subject to a number of conditions, including the tender of at least four million shares and the approval by the CAB of Texas lnterna- tional's acquisition of up to 48.5 percent of the outstanding Continental stock and the deposit of such stock in a voting trust providing, among other things, that the trustee vote against the Continental-Western merger. On March 2, the Civil Aeronautics Board unanimously ap- proved the proposed Western-Continental merger, instructing its staff fo prepare an order that would be sent to the White House prior to March 31 for necessary presidential review. At the same meeting, the CAB also approved Texas lnternational's plan to attempt to purchase up to 48.5 percent of the shares of Continental stock and to place those shares in a voting trust, with authority in the trustee to vote the shares against the Continental-Western merger. Both Western and Continental had scheduled meetings of shareholders for March 12 for the purpose of voting on the proposed merger. However, after Texas International an- nounced on March 10 that it had acquired in excess of 43 percent of Continental's outstanding stock, Continental can- celled its shareholders' meeting and Western, upon advice of counsel, held its meeting but did not take a vote on the proposed consolidation. The issues raised by the Texas International actions must be further studied by Western's board of directors and share- holders before any shareholder action could be taken on the Western-Continental merger. Shareholders will be advised of further developments in this matter at the appropriate time. On December 18, 1980, Western received an unsolicited request from UNC Resources, Inc. of Falls Church, Virginia, to negotiate a merger between Western and UNC.The request recognized that Continental and Western have an existing merger agreement with which a merger with UNC would be inconsistent. No definitive merger proposal has been sub- mitted by UNC, and no negotiations between Western and UNC for a merger of the two companies have taken place. Western is unaware of the intentions of UNC. The outlook for the airline industry in 1981 is not bright. Traffic for the first half of the year is expected to be down slightly from 1980. We hope there will be an upturn in the economy and traffic during the third quarter, but to date there are no positive signs that this will occur. Significant improvement in industry traffic may not come until late in 1981 or 1982. At the same time, we see no apparent relief in 1981 from the inflationary pressures on costs that have buffeted our indus- try in recent years. The decontrol of domestic oil prices and recently announced increases in the price of imported crude will escalate the price of jet fuel during the coming year. There has been no softening in the demands of labor unions for improvements in wages and benefits. Travel agency com- missions will be up as a result of the newly deregulated environ- ment which allows for individually negotiated commission rates. Interest expenses will be higher because of higher inter- est rates and increased borrowing to finance new aircraft. Despite this outlook, the management of your company is confident it can return Western to profitability. We now have an efficient fleet of aircraft. The actions taken in 1980 have improved our productivity. We are better able to compete. The task will not be easy, but we believe we have the company properly postured to take advantage of the turnaround in the economy which we hope will occur later this year. Your continued support and understanding will be appreciated. -4v~ ~ 3 Arthur F. Kelly Chairman of the Board Marc h 13. 1981 Dominic P. Renda President and Chief Executive Officer MANAGEMENT'S DISCUSSION Results of Operations Results of operations during the last three years were seriously impacted by a combination of circumstances over which Western had no control. The factor which had the most direct effect on operating results in the 1978-1980 period was the nationwide recession which became progressively worse during those three years. Western suffered a modest decline in traffic in terms of revenue passenger miles between 1978 and 1979 but between 1979 and 1980 revenue passenger miles decreased by 16 percent. Western's markets are heavily leisure-oriented and such traffic is particularly vulner- able to changes in economic conditions. As a con- sequence Westem's revenue passenger load factor, which is an index of profitability in the airline business, declined steadily from 1978 to 1980. Inflation affected results in all three years, but infla- tionary pressures on costs were largely offset by traffic gains in 1978. In 1979 and 1980 the increases in wages, salaries and employee benefits and in the price of fuel ran far ahead of revenue growth. For example, wages, salaries and employee benefits increased by nearly 25 percent between 1978 and 1980 principally as a result of collective bargaining. Fuel expenses almost doubled during the same period although the amount of fuel consumed declined. Together these 4 Revenue Dollars Percent (dollars in thousands) of total Coach passenger service ....... $ 821 ,748 83% Deluxe passenger service . . . . . . . 66, 153 7 Cargo . . . . . . . . . . . . . . . . . . . . . . . . 63,821 6 Transport related . . . . . . . . . . . . . . . 32,158 3 Charter . . . . . . . . . . . . . . . . . . . . . . . 2,538 Other . . . . . . . . . . . . . . . . . . . . . . . . . 9,337 $ 995,755 100% two items of expense accounted for more than 82 percent of the increase in operating expenses during the period. Western is unable to predict when inflation in these two areas will be brought under control. Fuel expense is expected to increase substantially in 1981 because of decontrol; the extent to which this can be offset by fare increases authorized by the CAB is presently unknown. Depreciation and interest expense also increased over the three year period which was the direct result of the acquisition of new aircraft at inflated prices. These purchases were financed largely by additional long-term debt which, coupled with escalating interest rates, produced substantial increases in interest expense. For further discussion of the impact of inflation on operating results see Note 12 to Financial Statements. Another factor which seriously impacted operating results in the 197 8 -1980 period was deregulation of the airline industry. Passage of the Airline Deregulation Act in November 1978 marked the transition from an era of controlled competition to an era of unrestricted entry. The Act also gave carriers complete freedom to reduce fares by as much as 50 percent and to increase fares by as much as five percent. As a consequence Western has been subjected to increased competition on many routes and has been faced with the necessity to meet discounted fares put into effect by both old and new competitors. Since January 1, 1978, the Civil Aeronautics Board has granted periodic increases in excess of five per- cent in standard first class and coach fares designed to meet increases in operating expenses. These fare increases were the sole reason for the increase in passenger revenues in 1980. Nevertheless, the fare increases have not been sufficient to offset the decreas- ing load factors resulting from excessive competition and the dilutive effect on yield of low discount fares. Also affecting 1979 operating results was the ground- ing of all DC-10 aircraft for 38 days during the summer, the effect of which was partially offset by traffic gains realized as a result of interruption of service on United Airlines and Mexicano Airlines because of labor problems. Liquidity and Copital Resources As is characteristic of the airline industry Western oper- ates with very small, and often negative, working capital. Generally, the cash generated through operations is sufficient to fund current operations and amortization of long-term debt. Proceeds from long-term obligations 5 Expense Dollars (dollars in thousands) Wages, salaries and Percent of total employee benefits . . . . . . . . . S 384.201 37% Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . 296,365 28 Other . . . . . . . . . . . . . . . . . . . . . . . . . 106,644 10 Material and services . . . . . . . . . . . 84,855 8 Depreciation . . . . . . . . . . . . . . . . . . 61 ,310 6 Commissions. . . . . . . . . . . . . . . . . . 57,672 6 Food and beverages ........ . . . 28,419 3 Rentals . . . . . . . . . . . . . . . . . . . . . . . 22,050 2 $1,041 ,516 100% and the disposition of equipment, together with internally generated funds, have been relied on to finance the purchases of new aircraft. Purchases of aircraft at stead- ily escalating prices over the last ten years have resulted in substantial increases in Western's long-term debt. As additional aircraft have been acquired and additional long-term debt incurred, certain relevant ratios have been adversely affected, for example: Current assets to current liabilities .... Long-term debt to total capital . Long-term debt to equity ....... . . . 1980 1979 1978 .78 .86 1.01 .69 .58 .57 2.20 1.37 1.34 With the addition of three 727-200s and one long- range DC-10 Western believes that its fleet of three- engine and twin-engine aircraft will be adequate to operate its system for the next two years. Nevertheless, Western like every other airline is constantly reviewing its need for new and improved types of aircraft, espe- cially the new generation of more fuel efficient aircraft which are now being developed. Western presently has on order three Boeing 727-200 aircraft for delivery in the spring of 1981, and six of the new model Boeing 767 aircraft for delivery in 1983 and 1984. Western's total commitment for the purchasing of Passenger Revenue- 1976= 100% 175% 150% 125% 75% 1976 1977 1978 1979 these aircraft is $303,400,000 of which $30,100,000 has been recorded as advance deposits at December 31, 1980. Equipment trust financing is contemplated for the purchase of these aircraft. Also available to Western is capital lease financing. Western will lease a long-range DC-10 aircraft which is required to operate nonstop between Denver and London. Another source of funds which might be utilized to finance a portion ofWestern's capital requirements is the $75,000,000 balance remaining under a $125,000,000 revolving line of credit with a group of banks, although the amount actually available at any one time may be limited by certain lender restrictions. At December 31, 1980 Western had borrowed $50,000,000 under this lineofcreditforgeneral corporate purposes.At June 30, 1982 borrowings under the revolving line of credit must be repaid or replaced by a term note in an amount not to exceed $75,000,000, maturing in eight years. Shareholders and Stock Western's results for 1980 represented a loss of $2.46 per common share, compared to earnings of $2.99 per share in 1979. Holders of common stock were paid 10 cents per share in each of the four quarters of 1979 and in both the first and second quarters of 1980 and five cents 1980 6 The 25 percent increase in yield gave Western a seven percent increase in passenger revenues despite the drop in revenue passenger miles. Traffic moving on discounted fares increased to 57 percent of a ll passenger traffic . Passenger revenue Scheduled RPM's Yield % of discounted RPM's to total scheduled RPM's. per share in the third quarter. As a result of continuing losses, the board of directors voted following the third quarter not to pay a dividend on the company's com- mon stock. Certain agreements relating to Western's long-term debt limit the amounts available for payment of cash dividends. At December 31, 1980, the amount available for that purpose was $34,304,000. The 1980 net results brought shareholders' equity to $197,346,000 at the end of the year, compared to $232,625,000 at the end of 1979. Equity per common share ( or book value) was $12.85, compared to $15.56 at the end of 1979. As of December 31, 1980, there were 13,030,915 shares of Western common stock outstanding. This stock was held byapproximately17,000 individuals and institutions. Western has 2,992,350 shares of common stock reserved for issuance upon conversion of its preferred stock and an additional 2,040,000 shares reserved for issuance upon conversion of its 5% Convertible Subordinated Debentures. Holders of the debentures receive interest payments on February 1 and August 1; as of December 31, 1980, the debentures were held by 511 individuals and institutions. The $2.00 Series A Cumulative Convertible Preferred Stock was held by 1,651 individuals and institutions who are paid dividends quarterly. There were 1,196,940 shares of preferred I .. Fuel Expense- 1976= 100% 300% 275% 250% 225% 200% 175% 150% 125% 100% 75% 1976 1977 1978 stock outstanding at December 31, 1980. 1979 Western's common and preferred stock were traded on the New York and Pacific stock exchanges at the following prices: Common Stock Preferred Stock 1979 High Low High Low First Quarter 9 7 28% 23 Second Quarter 9% 7 26 23% Third Quarter 12 8 30 24 Fourth Quarter 11 Ya 7% 28 21 1980 First Quarter 11 % 6 29 19 Second Quarter 7 6 23 19 Third Quarter 8 6 24 21 Fourth Quarter 10 6 25 20% Route Matters Western's long and determined efforts to seNe London were realized in 1980 as the Civil Aeronautics Board awarded the company new nonstop routes from Anchorage and Denver to London. The London-Anchorage route was inaugurated in October with two flights a week which continue on to Honolulu. Western's entry marked the first U.S. airline ser- vice between London and Anchorage and opened the Despite continued reductions in fuel consumption, fuel expense escalated as the price per gallon rose to 8 7 cents in 1980. Availability of fuel continues to be dependent on national and international petroleum industry conditions and assurance of adequate future supplies cannot be given. Fuel expense Average cost per gallon Gallons consumed 1980 7 shortest air route between Great Britain and the Pacific. Western's inauguration of Denver-London seNice on April 24 represents a significant move for both the com- pany and the State of Colorado as well as the Rocky Mountain area. This will give Denver its first nonstop seNice to and from Great Britain. Under terms of the bilateral agreement, Western's authority on this route will be exclusive for a three-year period In another international route case, Western was selected for authority between Texas, Alberta and Alaska.The initial phase of this seNice will be started April 26 with a daily round trip between Houston, Dallas/ Ft. Worth and Calgary. Concurrent with this, Western will discontinue the equipment interchange with Braniff International between Calgary, Denver and Dallas/ Ft.Worth . On its domestic routes, Western d id considerable restructuring during 1980 as costs escalated, traffic de- clined and competition increased. SeNice was sus- pended to Helena, Pocatello, Sheridan, Kodiak, Hilo, Milwaukee and Spokane, between San Diego and Honolulu and numerous schedule patterns were changed E arly in 1981, the company also dec ided to suspend seNice between Miami and Nassau, The Bahamas. The suspension will be effective April 26. Load Factor- Actual vs.Breakeven 70% 65% 60% 55% 1976 1977 1978 1979 Since the passage of the Airline Deregulation Act of 1978, Western and other certificated airlines have been given authority for literally hundreds of new routes throughout the United States. In that this authority is per- missive rather than mandatory, it provides opportunity for expansion into new areas or for the connection of areas currently served whenever it is deemed econom- ically appropriate. Marketing Selling Western's product in the face of a declining economy, new competition and escalation of basic fares represented a monumental challenge in 1980. The nationwide recession had a noticeable impact on leisure traffic, which is so important to Western. In the Hawaii market, which represented about 24 percent of Western's passenger business, the company's traffic was off 13 percent for the year. In the 48 states and Canada, which produced approximately 59 percent of Western's passenger traf- fic, new competition was experienced on every prime nonstop segment, and this along with a general decline in travel resulted in traffic over these segments declin- ing 18 percent, compared with 1979. Western's third largest market- Latin America- experienced a three percent decline in traffic, and Alaska, which repre- sented six percent of Western's traffic, was off 21 percent. 1980 8 Western was able to achieve a two percent reduction in breakeven load factor in 1980 despite higher cost; however, actual load factors dropped 10 percent. Actual Breakeven Western moved aggressively to capture new business travel. In the summer of 1980, the company introduced a unique program in Travel Pass, a card which is vali- dated each time a customer flies over selected seg- ments. After five validations, the customer can redeem the card for $50 in travel anywhere on Western's system or 10 of the cards may be saved up for a total of $500 off. This program, which is aimed at the frequent traveler, had been expanded by mid-February 1981 to 85 flights a day throughout Western's system. The inauguration of Honolulu-Anchorage-London service in October and the Denver-London nonstops being started in April, will give Western an advanta- geous position with the burgeoning influx of British and European travelers who are attracted to the United States by vacation values. Western also is using its leisure travel expertise to develop value vacations in Great Britain. Airline deregulation advanced a step farther in mid-1980 as the Civil Aeronautics Board ruled that the unified industry commission structure for travel agents was unacceptable and prescribed open commissions. Travel agents handled nearly 70 percent of Western's passenger business in 1980,and consequently,Western's commission rates must be competitive with other carriers. Initially, Western offered U.S. travel agents an eight percent commission on coach and economy travel and 10 percent on first class and promotional Wages, Salaries & Employee Benefits- 1976= 100% 175% 150% 125% 100% 1976 1977 1978 1979 fares, compared with a four-tier structure ranging from seven to 11 percent just prior to the effective date of the new commission environment. In January 1981, com- petitive circumstances required an increase in the eight percent level to nine percent. Basic fares increased in all of Western's markets during 1980; the compound effect of those increases was approximately 43 percent. Western's yield, or aver- age revenue per passenger mile, however, increased only 25 percent, from 8.07 cents in 1979 to 10.10 cents in 1980. This discrepancy between fare and yield increases results from the proliferation of discount fares and their increased use during 1980. Discount fare traffic represented 5 7 percent of Westem's passenger traffic during 1980. Cargo, including mail and freight, represented six percent of Western's total revenues. It is an important market in that Western's cargo shipments move on scheduled passengerflights. Especially in wide-bodied DC-10s, considerable cargo capacity is available, and Western has developed strong marketing programs around its cargo capabilities. Deregulation of air cargo in late 1977 permitted all-cargo carriers to move into routes which had pre- viously been confined to passenger/cargo operations; this resulted in considerable new competition for Western and other passenger carriers. Additionally, it has made it possible for large freight forwarders to Reductions in seat-mile capacity and the number of employees made it possible to hold wages, salaries and employee benefits to an eight percent increase over 1979. Wages, salaries & employee benefits -------- Average number of employees 1111111111111111111111111111111 Available seat miles 1980 9 develop their own air carrier capability. Western's Fleet In 1981 1983/84 Operation Delivery Delivery Options DC-10-10 12 DC-10-30 1 3 727-200 44 3 737-200 13 767 6 6 As of March 15, 1981. Three DC-10s and twelve 727s are leased. Having completed the retirement of its four-engine jet fleet in January of 1980, Westem's fleet now is one of the most modem in aircraft technology and fuel efficiency. In early 1981, Western made preliminary arrange- ments for the lease of one DC-10-30 for use on the Denver -London route. Those arrangements included a lease-option for a second DC-10-30. The next step toward improved fuel efficiency in medium-to-long range commercial aircraft will come with the introduction of the Boeing 767 and 757. In preparation for this, Western has placed orders for six 767 twinjets and taken options for an additional six. Deliveries of the 767 will begin in the Spring of 1983. Westem's present fleet is in compliance with federal noise regulations with the exception of the two-engine 737s. An undetermined number of these aircraft will be retrofitted at a cost of approximately $255,000 each in advance of the 1985 deadline for compliance. Recognition of Western's environmental conscious- ness as it relates to noise came in the form of an award of merit from the National Organization to Insure a Sound-Controlled Environment. In additon to its con- formance to federal noise regulations, Western has structured its take-off and landing patterns to lessen the noise impact on neighboring areas. Western's aircraft utilization remained at a high level in 1980, despite schedule cutbacks. Average daily hours flown on all aircraft during 1980 was eight hours, 24 minutes, and as in the past several years, Western continued to lead all DC-10 Series 10 operators with a daily utilization of 10 hours, 46 minutes compared with an all-operators average of eight hours, 40 minutes. Ground Properties and Equipment Western's general offices and principal overhaul and maintenance base are located at Los Angeles Inter- national Airport. These facilities, including a DC-10 hangar and a parking structure completed in 1975, have been built by the company as improvements on leased land. The lease on the land and buildings expires in 1993, subject to the right of the City of Los Angeles to terminate the lease on March 31, 1988, or any March 31 thereafter. Western also leases hangars at Seattle/Tacoma, Denver,San Francisco and Minneapolis/St. Paul, as well as terminal facilities at all airports served, plus ticket and administrative offices throughout its system. Public airports are utilized for flight operations under contrac- tual arrangements with municipalities or agencies controlling them. Western's People The challenges of a difficult 1980 touched every one of Western's employees. The company employed an average of 10,657 during 1980, down from the 11,256 average in 1979. MANAGEMENT: The board of directors which heads Western's management organization represents the business and civic interests of the major areas the com- pany serves. Four of the 11 directors are Western officers. They are Arthur F. Kelly, 68, chairman of the board and chairman of the board's executive committee; Dominic P. Renda, 67, president and chief executive officer; Robert 0. Kinsey, 64, executive vice president and chief operating officer, and Richard P . Ensign, 62, executive vice president-marketing. Other principal officers of Western include Donald K. Hall, 62, senior vice president, general counsel and secretary; James L. Mitchell, 59, senior vice president- long range planning; Roderick G. Leith, 52, vice presi- dent- finance; Rick 0 . Hammond, 51, vice president and treasurer, and Glen L. Stewart, 38, vice president and controller. 10 Two of Western's principal officers have held positions outside the company within the last five years: Mr. Hall was elected to his present post in 1979, coming to the company from the Los Angeles law firm of Darling, Rae & Gute, where he had been since 1953. Mr. Mitchell was a vice president at Continental Air Lines between 1968 and 1977. He had previously served as an officer of Western. EMPLOYEES: Western is committed to a policy of equal employment opportunity with hiring and advancement being determined on the basis of merit and ability. Results-oriented affirmative action plans are submitted annually to government agencies. Consistent with its policy of advancement from within, Western filled 68 percent of its management and administrative or tech- nical job vacancies in 1980 with people already work- ing for the company. Labor unions represent approximately 93 percent of Western's employees. These unions include the Air Line Pilots Association, Air Transport Employees, Association of Flight Attendants, Brotherhood of Railway and Airline Clerks, International Brotherhood of Teamsters, Sindi- cato Nacional de Trabajadores de Aviacion y Similares, and the Transport Workers Union. Following is the contractual status of each of these collective bargaining groups: Number of Employees Contract Op en 1-1-81 Union for Amendment Mecha nics & Related Employees and Stock Clerks 2,150 IBT Jan.1, 1981 (In mediation) Pilots 1,515 ALPA Sept. 1. 1981 Flig ht Attendants 1,917 AFA Dec.1.1981 Agent & Clerical- U.S. 3,886 ATE June 30. 1982 Canada 123 BRAC July 1. 1982 Mexico 189 SNTA Jan.18, 1982 Flight Superintendents 33 TWU Oct. 31, 1983 Ground School Instructors 31 IBT Jan.1.1981 (In mediation) Legal Proceedings Western and other airlines are parties to numerous actions in state courts wherein owners of property located in the vicinity of major airports, primarily Los Angeles International Airport, are seeking to enjoin cer- tain aircraft operations at the airport and/or to recover damages because of aircraft noise and engine emis- sions. Most of these cases have been brought in the Los Angeles County Superior Court against the City of Los Angeles, which in a number of these cases has in turn cross-complained against the airlines for indem- nification. The aggregate amount of damages sought in cases against the City has been reported by the City to be in excess of $57 million.The aggregate amount of damages sought in actions to which Western is a party as cross-defendant is in excess of $36 million. Western and its counsel in these actions, O'Melveny & Myers of Los Angeles, believe that the damages claimed are not a realistic measure of the airlines' exposure and that in most cases the request for relief is wholly out of proportion to any actual damage that 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 airlines have substantial defenses to the imposi- tion 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. However, all the issues of law involved in these matters have not been finally settled, and, pending further judicial clarification, the relative rights and liabilities among such owners of adjacent areas, the airport operators, the air carriers and the federal, state and local governments are not entirely clear. Unfavorable decisions against Western in these actions could have a materially adverse effect on the company. Further, any liability of airport oper- ators, or the granting of any injunctive relief against them, could result in higher costs to a ir carriers, for example through higher landing fees. The California Supreme Court has decided that jet noise damage litigation is not appropriate for class action determination because of an insufficient com- munity of interest to sustain a class suit. This holding hds significance with respect to the Los Angeles situation where several of the cases purportedly are on behalf of classes. In light of this litigation certain communities which own and operate a irports, including Los Angeles and Son Diego, have imposed or are considering imposition of limitations on frequency and timing of airline flights or upon the proportion of an a irline's fleet which may continue to operate without complying with federa l noise standards. Enforcement of such restrictions at a major a irport served by Western could have a materia lly adverse effect upon its operations. Western, three other airlines and the Internationa l Air Transport Association are defendants in a n action brought on November 19, 1973, by a defunct tour operator-travel agency in the United States District Court in Sa n Fra ncisco in which the defendants are charged with having conspired and attempted to monopolize and with actually monopolizing the group leisure tour market in competition with said agency by packaging their own tours and appropriating tour packages devel- oped by said agency in violation of the Federal anti- trust laws. In 1980 summary judgment was entered dis- missing the action as to Western, which judgment is subject to appeal in due course. A number of actions have been filed, in both federal and state courts, against Western and other defen- dants seeking damages for death or injury suffered in 11 the October 31, 1979, crash of a Western aircraft at the Mexico City airport. Western has ample insurance cov- erage for this type of accident, although insurance may not cover liability for punitive damages which are sought in several of the actions premised on bodily injury. Western does not believe that such claims for punitive damages will result in any material liability to Western. Western is also involved in various other litigation, including cases alleging discrimination in employment practices. Western does not believe that any of such cases will result in material liability to Western. Western/Continenta l interchanges _______ _ E ffective in April ..... .............. .............. .............. ...._ (In millions excep l per shore amounts and other items indicoled by ") Summary of Operations Operating Revenues: Passenger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .......... . Cargo, charter, and other. . . . . . . . . ..... . .... . ..... . ... . ..... . Total operating revenues ... . 1980 $ 887.9 107.8 995.7 1979 827.7 104.4 932.1 ============================,.==== Operating Expenses: Wages, salaries, and employee benefits . . . . . . . . . . . . . . . . . . . ..... .. ..... . Fuel . . . . . . ... .. . .... . ... . . .. . .... . ....... . .. . .... . ... .. .. Other0 . . . .. . . . . .. . . . . . . . . . .. . Total operating expenses . Operating income (loss) . .... . ......... . . ..... . ...... ... . .. . . Interest expense, net .. Other income, net . .. . . .. . .. . ... . . . . . .. . . . .. . . . ........... . . Earnings (loss) before income taxes and cumulative effect of changes in accounting principles . . . . . . . ..... .. ... . .... . . . .. . Income taxes.. .. ... ... .. . ...... . . . ... . ... . ... . . ... .. . .. . ...... . . E arnings (loss) before cumulative effect of changes in occounting principles . . . . . . . . . . ... .. .. .. . . .... .. . Cumulative effect of changes in accounting principles ... . ...... . . . Net earnings (loss) . .. .... .. .... . . . .. . .... . ........................... . Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .......... . Net earnin s (loss) available for common stock ... . .. . .. . ..... . Earnings (Loss) per Common Share: Primary: Before cumulative effect of c hanges in accounting principles . . .... . . . . . . . Net earnings (loss) .. .. ..... . ... ...... . . . ... .. . . . . . ... . .... . . ... .. . . . Fully Diluted: Before cumulative effect of changes in accounting princip les .. . .... . . . . .. ... . Net earnings (loss) . ... . . .......... .. ..... . .. . . . . . .. ... . .. .... . . . Number of Shares Used to Compute Earnings (Loss) per Share: Primary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . ........... .. . .. . Fully diluted .. ... . .... .. .... . ... . . .. . . . . ...... . ......... . .. . . ... ... . ....... . ... . . Other Financial Data Cash dividends paid per share of common stock . . .. . .......... . . . .. .. . . . . Total assets . . .. . .... .. . . ............ . ....... . ........ . . . . . . . . . . . .. . ......... . . Property and equipment-net ...... . .... . .......................... .. .. . ........ . Long-term obligations ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....... . Shareholders' equity . . ........... .. .. . . . ..... . . .. .................... .. ........ . Return on investment(%)* .. ... ........ . ... . . ... .... . .. . ... . . . ....... . Operations Airplanes operated at end of year . . . . . .. . . ... . .......... . . . . .. ......... . Passengers carried .............. . . . ........... .. ....... . ... . .......... . Available seat miles ...... . ......... . .. .. ...... . ......... .. . .. ......... . Revenue passenger miles ......................... . .. . .. . .............. . Passenger load factor-actual(%)* . . ............ .. . . ....... . .. . . -breakeven point(%)* .. . ........ . .... . ... . -profit margin (point difference)* ............................... . Average revenue per passenger mile* . . . . . . . . . . . ... ... . .. ... . ............. . Average length in miles per passenger trip* . . .. ........................... . Operating expense per available seat mile* .. . ............ ... . . ........... . Cargo revenue ton miles .......... . .. . .......... . ...... .. .................. . ...... . Average number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . .......... . (in millions of dollars except per share amounts) $ $ $ 384.2 296.4 360.9 1,041.5 (45.8) (38.5) 35.1 (49.2) (19.6) (29.6) (29.6) 2.4 (32.0) (2.46) (2.46) $ (2.46) $ (2.46) 13.0 13.0 $ 0.25 $ 917.0 $ 718.8 $ 435.1 $ 197.3 (4.0) 71 9.1 15,515.6 8,832.1 56.9 62.0 (5.1) $ .1010 965 $ .0671 163.2 10,657 ( a) Changes in the estimated useful lives of certain aircraft were implemented in 1978 and 1976. These changes increased net income in 1978, 1977 and 1976 by approximately S 1.5, or S 0.12 per share (primary), S 2.4, or S 0.19 per share (primary), and S 0.6, or S 0.04 per share (primary), respectively. 14 356.6 225.7 331 .6 913.9 18.2 (24.9) 46.1 39.4 (2.1) 41.5 41.5 2.4 39.1 2.99 2.99 2.31 2.31 13.1 18.2 0.40 821.4 634.6 318.3 232.6 13.2 76 11 .2 16,630.5 10,494.8 63.1 63.2 (0.1) .0807 926 .0550 162.0 11 ,256 1978 734.0 100.5 834.5 309.4 154.9 315.3 779.6 54.9 (20.2) 10.7 45.4 6.9 38.5 16.2b 54.7 2.4 52.3 2.82 4.09 2.15 3.04 12.8 18.2 0.40 710.1 519.7 265.7 198.5 14.0 78 10.4 16,254.9 10,634.8 65.4 61 .1 4.3 .0720 994 .0480 176.3 10,787 1977 614.6 76.9 691 .5 263.1 138.0 260.9 662.0 29.5 (17.5) 7.8 19.8 7.1 12.7 12.7 .5 12.2 0.96 0.96 0.85 0.85 12.7 15.9 0.40 574.9 427.9 214.5 147.4 9.1 77 8.8 14,963.8 8,588.8 57.4 56.1 1.3 .0734 966 .0442 157.3 10,413 1976 544.2 61 .0 605.2 226.4 108.3 235.1 569.8 35.4 (16.3) 3.1 22.2 8.2 14.0 14.0 14.0 1.03 1.03 0.92 0.92 13.6 16.1 0.40 515.1 378.6 192.5 112.1 9.5 75 8.1 13,450.4 7,833.8 58.2 56.0 2.2 .0705 963 .0424 135.0 9,799 1975 465.1 53.9 519.0 201.7 93.1 211.1 505.9 13.1 (14.4) 4.3 3.0 ( 1.5) 4.5 7.2 11.7 11 .7 0.30 0.77 0.29 0.70 15.2 17.6 0.47 488.3 367.6 175.4 133.9 5.9 75 7.5 11 ,696.5 7,102.9 60.7 59.7 1.0 .0665 942 .0433 108.6 9,357 === 1 974 437,3 51 .1 488.4 182.3 71.4 192.5 446.2 42.2 (15.3) 13.8 40.7 17.2 23.5 23.5 23.5 1.55 1.55 1.38 1.38 15.1 17.6 0.39 448.8 350.3 167.4 129.3 12.4 72 7.4 11 ,123.5 6,747.5 60.7 56.1 4.6 .0660 902 .0401 95.2 9,696 1973 376.7 44.6 421 .3 165.4 44.5 168.3 378.2 43.1 (13.0) 4.2 34.3 14.4 19.9 19.9 19.9 1.32 1.32 1.18 1.18 15.1 17.5 0.23 431 .7 316.4 178.0 110.8 11 .9 74 7.4 11 ,175.5 6,476.1 57.9 52.5 5.4 .0593 877 .0338 76.5 9,826 ~== 1 972 342.9 31 .1 374.0 147.3 40.1 160.8 348.2 25.8 ( 11.8) 2.7 16.7 5.9 10.8 10.8 10.8 0.72 0.72 0.66 0.66 15.0 17.5 0.08 372.7 262.1 158.6 94.4 8.5 71 6.9 10,300.2 5,995.9 58.2 54.6 3.6 .0578 865 .0338 76.2 9,383 1 971 295.8 32.2 328.0 127.1 38.7 144.1 309.9 18. 1 ( 14.2) 4.5 8.4 2.6 5.8 5.8 5.8 0.39 0.39 0.38 0.38 15.0 17,5 372.0 242.0 181 .6 84.5 6.8 70 6.2 9,776.9 5,252.0 53.7 52.4 1.3 .0577 846 .0317 73.2 8,951 (b) Effective January 1, 1978, Western c hanged its method of accounting for post 1971 investment credits for financial reporting purposes from the deferral to the flow-through method. The cumulative effect of the change, amounting to S 1 6.2, has been included in net earnings for 1978. 15 December 31, 1980 and 1979 (In thousands of dollars) ASSETS Current Assets: Cash (Note 6) . . ... ........ .. ... ......... . .. ... ... . .... . . .. . .. ..... . Temporary investments . . ...... ..... . .... . . .. ... . ..... .. . . ... .... .... . Receivables (less allowance for doubtful accounts of $2,379-1980 and $2,078-1979) ..... . . . .... ....... ... .... .. ... .. . Flight equipment expendable parts at average cost (less allowance for obsolescence of $14,062-1980 and $13,228-1979) ......... .. ......... .. ....... . . . ...... .. .. .. .. . . Prepaid expenses and other current assets . ... .. . . .... .. ..... . . .. ..... . Total current assets . .. .. . .. .. ..... .. . .. ... .... . . . ...... . ... ... . Properties and Equipment at Cost (Notes 2, 3, and 6): Flight equipment .... ... . ..... . . . .. . ..... . ....... . ............. . .... . Facilities and ground equipment . .. ......... . ........................ . Deposits on equipment purchase c6ntracts ... . .. . ............. . ...... . Less allowance for depreciation and amortization ............. . ........ . Deferred char es and other assets . ... . ... ..... .. . . . . . ............... . See accompanying notes to financial statements. 16 1980 1 979 $ 8,759 11,110 25,579 39,203 34,338 50,313 121,859 105,291 26,908 20,021 8,025 5,769 191,130 181 ,394 848,111 764,592 130,703 127,710 37,966 50,981 1,016,780 943,283 297,962 308,642 718,818 634,641 7,100 5,405 $ 917,048 821,440 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable .................................. . ....... . .. . ... . Salaries, wages, and vacation benefits payable .......... .. ........... . Accrued liabilities . ..... . . . ........ . .... . . . ................ . . . ...... . Airline traffic liability .. . . . . . . ............ .. . . .......... . ......... .. . . . Current portion of debt (Note 6) .. . .. .. ... ..... . ... ...... . . . ... . . . .... . Current portion of capital leases (Note 2) ... . ... . . . . . . . . . ... ... ..... .. . . Total current liabilities . ......... . ...... . ..... .. ............... . Long-term Obligations: Debt (Note 6) .. . ..................................... . ... ... ..... . . . Capital leases (Note 2) ............ . .... ........ . .. . . ..... . . .. .. . ... . Deferred Credits and Other Liabilities: Deferred taxes on income (Note 5) . ... ........ ..... .. .. . . . .... .. .. . .. . Other ....... . ....................................... .. .. .. ... ..... . Shareholders' Equity (Note 6, 7, and 9): Preferred stock-authorized 25,000,000 shares $2.00 Series A Cumulative Convertible $25.00 stated value per share Issued 1,197,000 shares-1980 and 1979 ........ . ................. . .. . Common stock-authorized 35,000,000 shares $1.00 par value per share Issued 13,031,000-1980 and 13,030,000-1979 . .. . .. ... .............. . Additional paid-in capital ................... .. ................ . .... . Retained earnings .................. . ... . ........ .. . . . . .. .. .. . ..... . Commitments and Contingent Liabilities (Notes 2 and 3) 17 1980 $ 58,965 43,624 22,947 90,058 23,756 7,183 246,533 353,525 81,526 435,051 29,067 9,051 38,118 29,923 13,031 30,963 123,429 197,346 $917,048 1979 54,353 40,438 22,980 71,014 16,217 6,380 211,382 229,337 89,000 318,337 49,727 9,369 59,096 29,923 13,030 30,959 158,713 232,625 821,440 Years ended December 31, 1980, 1979 and 1978 (in thousands of dollars except per share amounts) Operating Revenues: Passenger ... ... ..................................... . . Cargo . .. . ........... . ...................... . .......... Charter and other ........... .. .... ..... .. ........ ....... Operating Expenses: Wages, salaries, and employee benefits (Note 4) ............ Fuel ...... . . . ......... ... .... ... . .. .. ...... ..... . .. . ... Depreciation and amortization ........................... Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... Operating income (loss) .. .... ..... . .. .. ...... .. . Other Income (Expenses): Interest, principally on long-term obligations .. .... ... . ...... Interest capitalized ............ ... ... . .. . .... ..... ....... Interest income ......................................... Gains on disposition of equipment . ....................... Settlement with vendor ................................... Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings (loss) before income taxes and cumulative effect of a change in accounting principle ........ Income taxes (Note 5) ..................................... Earnings (loss) before cumulative effect of a change in accounting principle ......... . ... Cumulative effect of a change in accounting principle (Note 5) .... ... ...... ........... ........... .. . . Net earnings (loss) ... ........... .. .. ...... ..... . Earnings (Loss) per Common Share (Note 8): Primary: Earnings (loss) before cumulative effect of a change in accounting principle ............. Cumulative effect of a change in accounting principle ........................... Net earnin s (loss) ................................ Fully Diluted: Earnings (loss) before cumulative effect $ $ $ $ of a change in accounting principle . . . . . . . . . . . . . $ Cumulative effect of a change in accounting principle .......................... . Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ See accompanying notes to financial statements. 18 1980 887,901 63,821 44,033 995,755 384,201 296,365 61,310 299,640 1,041,516 (45,761) (43,507) 4,940 3,168 32,099 (178) (3,478) (49,239) (19,607) (29,632) (29,632) (2.46) (2.46) (2.46) (2.46) 1979 827,675 61,209 43,235 932,119 356,621 225,682 50,058 281,522 913,883 18,236 (29,600) 4,706 4,957 31,332 10,000 (192) 21,203 39,439 (2,101) 41,540 41,540 2.99 2.99 2.31 2.31 1978 734,005 56,936 43,572 834,513 309,445 154,876 47,094 268,242 779,657 54,856 (23,089) 2,910 3,666 6,754 258 (9,501) 45,355 6,808 38,547 16,201 54,748 2.82 1.27 4.09 2.15 0.89 3.04 ~~;;,\,Ll..l,,;;l.A~. Years ended December 31, 1980, 1979 and 1978 (In thousands of dollars) Sources of Working Capital: Earnings (loss) before cumulative effect of a change in accounting principle .. . .. . .. ... . . .. . .... . .. ........ . Add (Deduct) Items Which did not Affect Working Capital: Depreciation and amortization . . ... .. ............ . ..... . Deferred income taxes ............... .. ... . . .. . .. ..... . Amortization of deferred investment credits ....... . ... . .. . Gains on disposition of equipment . .. ..... . .... . . .. . . .. . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Total provided (used) by operations (the cumulative effect of a change in accounting principle did not affect working capital) . . . . ....... . . . ..... .. ...... . . Reimbursements of deposits and capital expenditures upon acquisition of aircraft .... ... ........ ..... . ... .. .. . Proceeds from disposition of equipment ... .. ... . ... ... . . . . Proceeds from issuance of Ion -term obli ations .... . ..... . . Total sources .... . . .. . . .......... .. . .. .. . .. .. ... . . . . . Applications of Working Capital: Purchase of and deposits on property and equipment ...... . Reduction of long-term obligations including transfers to current liabilities ...... . .... . ... . ... . ...... .. ..... . . . Cash dividends . .. .. . . ..... . . .... ... ... .... .. . ... . .. . .. . Other, net .. . ... ... .... . . .. . .. ..... . .. . . . .. . . . ... . ..... . Total a lications ........ . . . ....................... . Increase (decrease) in working ca ital . ............. . Summary of Increases (Decreases) in Working Capital: Cash and temporary investments ......................... . Receivables ... . .. . ..... .. .. .. ... . .... . .............. . . . Expendable parts and prepaid expenses ................. . Current liabilities ....... . .. .. ........................... . *Reclassified to conform to the 1980 presentation. See accompanying notes to financial statements. 19 1980 $ (29,632) 60,146 (20,660) (559) (32,099) (3,557) (26,361) 10,746 50,120 198,350 232,855 171,123 81,667 5,652 (172) 258,270 $ (25,415) (15,975) 16,568 9,143 (35,151) $ (25 415) 1979 41,540 49,581 (4,225) (563) (31,332) 4,706 50,295 10,563 50,950 104,941 216,749 182,752 52,402 7,604 5,097 247,855 (31 ,106) (21 ,147) 13,252 3,718 (26,929) 31 ,106 1978 38,547 46,715 5,552 (558) (6,754) 2,246 81 ,256 12,633 10,794 71,785 176,468 150,747 20,540 7,524 (4,867 173,944 2,524 19,799 21,249 2,048 (40,572 2,524 Years ended December 31, 1980, 1979 and 1978 (In thousands of dollars) Preferred Stock $25.00 Stated Value Balance at January 1, 1978 .......... $30,000 Exercise of stock options ........... Conversion of debentures ......... Conversion of preferred stock .. . . .. (77) Net earnings . . ................... Cash Dividends: Preferred stock ................. Common stock ........ ........ . Balance at December 31, 1978 ....... 29,923 Exercise of stock options ... . .... .. . Conversion of debentures ......... Net earnings ..................... Cash Dividends: Preferred stock ................. Common stock ................. Balance at December 31, 1979 .. .... . 29,923 Conversion of debentures ......... Net loss .. ......... .. .......... .. Cash Dividends: Preferred stock .. ... , .... ... .... Common stock ................. Balance at December 31, 1980 (Notes 6, 7, and 9) ................ $29,923 See accompanying notes to financial statements. (In thousands of dollars except per share amounts) Note 1. Summary of Significant Accounting Policies Property and Equipment Common Stock S1.00 ParValue 12,659 33 310 8 13,010 17 3 13,030 1 13,031 Additional Total Paid-in Retained Shareholders' Capital Earnings Equity 27,227 77,553 147,439 256 289 3,240 3,550 69 54,748 54,748 (2,397) (2,397) 5,127 (5,127) 30,792 124,777 198,502 132 149 35 38 41,540 41,540 (2,394) (2,394) (5,210) (5,210) 30,959 158,713 232,625 4 5 (29,632) (29,632) (2,394) (2,394) 3,258 3,258) 30,963 123,429 197,346 Owned property and equipment, exclusive of residual values, are depreciated over the estimated useful lives by the straight-line method. Assets recorded under capital leases are depreciated over the life of the lease by the straight-line method. The estimated useful lives and residual values of owned aircraft are as follows: DC-10 . 727 737 20 Estimated Useful Life 16 years 15 years 14 years Residual Value 10% 15% 15% Estimated useful lives of ground equipment range from four to ten years. Buildings and improvements on leased property are depreciated over the life of the lease. Depreciation expense for assets recorded under capital leases is included in depreciation and amortization expense. Interest Capitalized Certain interest costs, primarily related to deposits on aircraft purchase contracts, are capitalized and amortized over the lives of the related assets. Investment Credits Investment credits are accounted for by the flow-through method. Obsolescence of Expendable Parts An allowance for obsolescence of expendable parts is accrued over the estimated useful lives of the related aircraft types. Airline Traffic Liability Passenger ticket sales are recorded as a current liability until recognized as revenues for services provided by Western, refunded, or billed by other carriers for transportation provided by them. Note 2. Lease Commitments Western leases certain flight equipment and facilities and ground equipment. Lease terms for flight equipment range from 11 to 15 years for 727 aircraft and from 15 to 18 years for DC-10 aircraft. Lease terms for facilities and ground equipment range up to 29 years. Interest expense is accrued on the basis of the outstanding obligations under capital leases. Leased equip- ment under capital leases is included in the balance sheets at December 31, 1980 and 1979, as follows: Flight equipment ........................ . Ground equipment . Less allowance for depreciation . 1980 $113,219 2,006 115,225 49,028 $ 66,197 At December 31, 1980 minimum lease payments under leases expiring after December 31, 1981 were as follows: 1981 . 1982 ........... . 1983 . 1984 ............ . 1985 . Thereafter . .......... . Total minimum lease payments . Less amount representing interest .... Present value of obligations-capital leases ... , . Less current portion of capital leases . Long-term obligations-capital leases . Capital Leases 15,270 15,270 15,270 14,886 10,757 66,541 137,994 49,285 88,709 7,183 S 81 ,526 Rental expense for operating leases amounted to $22,050, $17,384 and $15,239 in 1980, 1979 and 1978, respectively. Note 3. Commitments and Contingent Liabilities 1979 113,219 3,278 116,497 42,638 73,859 Operating Leases 13,516 13,331 12,694 12,010 11,843 104,489 167 883 At December 31, 1980 Western had on firm order flight equipment which included three 727-200 aircraft scheduled for delivery in 1981, six 767-200 aircraft scheduled for delivery in 1983 and 1984 and three 767 engines scheduled for delivery in 1983. Western recorded advance deposits on these orders which amounted to $30,100 as of December 31, 1980. The balance of the purchase price payable on delivery will be approximately $273,300. Western has options to purchase six 767-200 aircraft for delivery in 1984 and 1985, and three DC-10-30 aircraft for delivery by 1984. Deposits on these options amounted to $1,400 at December 31, 1980. Outstanding commitments for flight equipment modification and spare parts amounted to approximately $4,000 and for facilities and ground equipment amounted to approximately $5,100 as of December 31, 1980. For information regarding the status at December 31, 1980 of legal proceedings, see "Legal Proceedings" on page 10 of this report. 21 Note 4. Retirement Plans Western has retirement plans, including a union-sponsored plan, which cover substantially all employees. Western's con- tributions to the Company-sponsored plans, together with the participants' required contributions, are sufficient to fund current seNice costs annually and prior seNice costs over ten to twenty years. Actuarial gains and losses are amortized over ten year periods. Western participates in a collectively bargained multi-employer pension plan and is therefore subject to the provisions of the recently enacted Multi-employer Pension Plan Amendments Act of 1980. Under this complex law the union plan Board of Trustees, as sponsor, is required to obtain an actuarial valuation of the present value of vested and nonvested accumulated plan benefits. Western will be provided with an estimate of its share of the liability for unfunded vested benefits in this plan. Western has been advised that this information is not available at this time. Accordingly, the table that follows excludes data applicable to this multi-employer pension plan. A comparison of accumulated plan benefits and plan net assets for the Company-sponsored defined benefit plans is as follows: Actuarial Present Value of Accumulated Plan Benefits: Vested . Nonvested .... Net assets available for benefits. 1980 $137,246 9,876 $147,122 $139,000 January 1, 1979 114,597 9,015 123,612 111,559 The weighted average assumed rate of return used in determining the actuarial present value of accumulated plan benefits was six percent for both years. The cost of the retirement plans, including the union-sponsored plan, charged to operating expense, was $34,193, $30,304 and $26,606, for 1980, 1979 and 1978, respectively, which included amortization of prior seNice costs over periods ranging from ten to twenty years for certain of the plans. Note 5. Income Taxes Income taxes are summarized as follows: Current: Federal: Provision. Investment credits applied .. .. . State. Deferred: Provision Tax loss carryforward . Investment Credits: Applied . Transferred to current . Amortization of deferred investment credits ........... . 1980 $ (3,647) 5,751 2,104* (492) (5,073) (15,533) 5,697 (5,751) (20,660) (559) $(19,607) 1979 1978 18,901 23,447 (17,792) (23,447) 1,109* 1,578 1,814 (5,597) (2,655) (16,420) (15,240) 17,792 23,447 (4,225) 5,552 (563) (558) (2,101) 6,808 'The Tax Reform Act of 1976 provided for 100% application of unapplied investment credits against Federal income tax liabilities for 1978. This 100% application was reduced 10% annually until 1980. Under the Revenue Act of 1978 the application remains at 80% in 1981 and returns to 90% for 1982 and beyond Effective January 1, 1978 Western changed its method of accounting for post-1971 investment credits from the deferral to the flow-through method. The cumulative effect of the change on years after 1971, amounting to $16,201, has been included in net earnings for 1978. The effect of the change on the results for 1978 was to increase net earnings by $29,107, or S2.27 per common share. Deferred income taxes arise from timing differences between financial and tax reporting. The effects of these differences on income taxes are as follows: 1980 1979 1978 Depreciation . ' ' ' ' ... ' ' . $(3,454) (4,825) 109 Capital leases .. .. ' . ' . ' ' .. ''. ' ' ...... ' ' (1,084) ( 114) (1,108) Interest Gapitalized . ..... '.'. . . ' . . . ' . . 1,140 1,903 1,124 Employee benefits . (718) (1 ,626) (2,201) Preoperating expense. (393) (383) (502) Other. . ' ' ' ' ..... ' . ' ' ' ' . ' ' ' . (564) (552) (77) $(5,073) (5,597) (2,655) 22 Reconciliations of income taxes at the United States statutory rote to the provision for income taxes follow: Income taxes at the United States statutory rate. Inc reases (reductions) in taxes resulting from: Amortization of deferred investment credits .. Investment credits recognized on flow through method . State income taxes net of federal income tax benefit . Capital gains .. Other . Income taxes .......... . 1980 $(22,650) (559) 5,697 (266) (1,829) $(19,607) 1979 18,142 (563) (16,420) 852 (3,800) (312) (2,101) 1978 21,770 (558) (15,240) 943 ( 107) 6,808 Investment credits available to reduce future years' Federal income tax liability for financial and tax purposes amount to $22,000 at December 31, 1980. For income tax purposes, $5,800 expires in 1986 and $16,200 expires in 1987. Note 6. Debt At December 31, 1980 and 1979 long-term debt included: Secured: 9.55% equipment trust certificates due May 1, 1993, with semi-annual principal payments of $3,458 starting November 1, 1979 . , ....... . 10% equipment trust certificates due April 1, 1994, with quarterly principal payments of $1,000 starting September 30, 1980 . Floating-rate equipment trust certificates due June 30, 1995, with semi-annual principal payments of $2,609 starting June 30, 1984 .. 13.29% installment notes due May 1, 1995, with semi-annual principal payments of $1,100 starting November 1, 1980 . Unsecured: Senior: Revolving credit notes . . . . . . . . . . . . . .......... . 5% installment notes due September 1, 1981, with annual principal payments of $4,000 on September 1 . 6%% installment notes due September 1, 1984, with annual principal payments of $2,000 on September 1 which will increase to $7,000 in 1982 . 7% installment notes due May 4, 1986, with semi-annual principal payments of $352 starting November 4, 1981 ..... Notes payable to manufacturers, 8% and % above prime, payable in varying installments to 1985 . . .............................. . Subordinated: 5% convertible subordinated debentures due February 1, 1993, with annual sinking fund payments of $1,500 starting in 1983 .. 10% subordinated sinking fund notes due April 15, 1984, with annual sinking fund payments of $2,300 . . . . . . . . ..... ======================== Less current portion ...... . ============================= 1980 $ 86,440 52,991 60,000 31 ,900 231,331 50,000 4,000 23,000 2,869 29,844 109,713 23,562 12,675 36,237 377,281 23,756 $353,525 1979 93,355 54,991 148,346 10,000 8,000 25,000 15,362 58,362 23,817 15,029 38,846 245,554 16,217 229,337 The revolving credit notes represent borrowings under a $125,000 revolving line of credit. The line of credit extends to June 30, 1982, at which dote it con be replaced by term notes in amounts not to exceed $75,000. The term notes would mature on June 30, 1990 with quarterly principal payments beginning September 30, 1982. The interest rote on funds borrowed is equal to the agent bank's prime commercial rote until June 30, 1982, then increasing by Ya of a percentage point over prime each year until June 30, 1989, and then remaining at prime plus one percentage point until maturity. The commitment fee under the agreement is % per year on the lesser of $75,000 or the overage unused portion of the revolving line of credit. Although the bank loon agreement does not require compensating balances, Western has informally agreed to maintain on deposit overage balances equal to 5% of the total line of credit plus 10% of borrowings.The balances maintained at December 31, 1980 were $11,250. Western's various debt agreements limited amounts available for payments of cash dividends to $34,304 at December 31, 1980. These agreements also contain, among other things, requirements pertaining to cash and working capitol levels and provisions which may restrict additional borrowings. Floating-rote equipment trust certificates totaling $60,000 and 13.29% installment notes totaling $33,000 were issued during 1980 for the purchase of flight equipment. The total obligations under equipment trust certificates and the 13.29% installment 23 notes are secured by aircraft and engines with a net book value of $270,108. The following schedule shows the amount of long-term debt due in each of the five following calendar years: 1981 .. S23.756 1984 . 1982. 29,3 17 1985. 1983 . 43,541 44,045 31,862 At December 31, 1980, 2,040,000 shares of common stock were reserved for conversion of debentures at a conversion price of S11.55 per share. Note 7. Stock Options Western had a qualified stock option plan for officers, which was adopted in 1964 and expired in 1974. The 75,611 options (average price $10.93) still outstanding under that plan expired on April 30,1978. The Company presently has a non-qualified stock option plan adopted in 197 4 for officers and key personnel. This plan provides for options to purchase a maximum of 1,030,000 shares of Western's common stock at prices not less than the fair market value of the stock at date of grant. The options are exercisable in equal annual increments over a five-year period. The options expire ten years after the date of grant. A summary of activity in the 1974 plan follows: Options granted and outstanding at December 31, 1977 . Options granted . Options exercised . Options cancelled or expired .. Options granted and outstanding at December 31, 1978 . Options granted . Options exercised . Options cancelled or expired. Options granted and outstanding at December 31, 1979 . Options granted . . . . . ........ . Options cancelled or expired . Options granted and outstanding at December 31, 1980 . Options Exercisable at: December 31, 1980 ... December 31, 1979 . Number of Shares 724,420 116,280 (33,315) (16,550) 790,835 71,000 (17,630) (6,550) 837,655 21,500 (12,500) 846,655 683,493 585,887 Average Price S8.68 7.81 8.69 8.54 8.56 8.62 8.47 9.12 8.56 7.27 8.65 S8.53 S8.63 S8.70 At December 31, 1980, 128,280 shares (137,280 shares at December 31, 1979) were reserved for the issuance of future grants. Note 8. Earnings (Loss) per Common Share Earnings (loss) per common share are calculated as follows: Adjustment of Net Earnings (Loss): Primary: Net earnings (loss). Preferred dividends . Net earnings (loss) available for common stock .. Fully Diluted: Net earnings (loss) .. . ........ . Preferred dividends . Reduction in interest expense, net of income taxes, for the assumed conversion of 5 % convertible subordinated debentures ... Adjusted net earnings (loss) assuming full dilution ..... ========================== 24 1980 Net (Loss) $(29,632) (2,394) $(32,026) $(29,632) (2,394) $(32,026) 1979 Net Earnings 41,540 (2,394) 39,146 41,540 653 42,193 1978 Earnings Before Cumulative Effect of a Change in Accounting Principle 38,547 (2,397) 36,150 38,547 680 ====-iiiiiiiiiiiiiii 39,227 Net Earnings 54,748 (2,397) 52,351 54,748 680 55,428 1980 1979 1978 Earnings Before Cumulative Effect Net Net of a Change in Net (Loss) Earnings Accounting Principle Earnings Adjustment of Shares Outstanding (in thousands): Weighted overage sho res outstanding . . . ' . . . . ' ' ' . ' ' ' 13,031 13,026 12,795 12,795 Assumed exerc ise of stock options . 58 T ota l overage common shares for prima ry . 13,031 13,084 12,795 12,795 Adjustment Assuming Full Dilution (in thousands): Weighted overage shares outstanding . . . ' ' ' . ' ' . . . ' . . .. ' ' ' . ' .. 13,031 13,026 12,795 12,795 Assumed conversion of subordinated d ebentures . . .. ' . . . '. ' 2,073 2,31 2 2,31 2 Assumed conversion of preferred stock .. 2,992 2,997 2,997 Assumed exercise of stock options .. 146 111 111 T otal overage common shares assuming full dilution . ' 0 I I > o o I I 13,031 18,237 18,215 18,2 15 Earnings (Loss) per Common Share: Primary . . . ' . ' ' . . . . ' $ (2.46) 2.99 2.82 4.09 Fully diluted . . ' . . . . . ' .. ... .. ' ' .. . ' . ' . . . . ' ' ' $ (2.46) 2.31 2. 15 3.04 The exercise of stoc k options and conversion of the convertible subordinated debentures and/or the preferred stock into common shares hos not been assumed, since the effect of suc h on assumption would be anti-dilutive. Note 9. Preferred Stock The shares of preferred stock are convertible into common stock at the rate of 2.5 shares of common stock for each share of preferred stock, subject to adjustment under certain conditions, and may be redeemed in whole or in part at any time at the option of Western. The redemption price at December 31, 1980 was S 26.40 per share. The redemption price decreases periodically until 1987 after which it remains at S 25.00 per share. The preference on liquidation is at the stated value. Note 10. Proposed Consolidation The Company hos entered into on Agreement of Consolidation with Continental Air Lines, Inc., to consolidate the two companies into a new company The Boards of Directors of both companies hove approved the Agreement, and it is now subject to approval by the stockholders of both companies, certain of their lenders, the Civil Aeronautics Board and the President of the United States. For information regarding further developments, see Letter to Shareholders on page 2. Note 11. Quarterly Financial Data (Unaudited) Summarized quarterly financial data (unaudited) for 1980 and 1979 is as follows: 1980 Operating revenues . Operating income (loss) Net (loss) ... Net (Loss) per Common Share: Primary .. . Fully diluted .......... . 1979 Operating revenues . Operating income (loss) Net earnings . Net Earnings per Common Share: Primary . . ..................... . Fully diluted . iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii===iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii= ' ... . ' .. . March 31 $232,153 (23,006) (8,868) s (0.72) (0.72) $210,601 3,503 12,652 s 0.93 0.71 Three Months Ended June 30 September 30 December 31 237,707 273,720 252,175 (20,177) 7,658 (10,236) (5,379) (6,397) (8,988) (0.46) (0.54) (0.74) (0.46) (0.54) (0.74) 241 ,305 251,080 229,133 21 ,870 8,350 (15,487) 14,013 6,477 8,398 1.03 0.45 0.60 0.78 0.36 0.47 Changes in estimdtes of employee benefit costs increased net income during the second throug h the fourth quarters of 1979 by S780 (S0.06 per share), S 1,110 (S0.08 per share), and S 1,147 (S0.09 per share). Western normally p rovides taxes qua rterly based on the statutory rote less a pro rota portion of the estimated annual investment c redit. In the third quarter of 1980 Western reversed previously recorded investment credits of S 12,507 (S 0.96 per share) since they would not c urrently be utilized. 25 Note 12. Description of Impact of Inflation (Unaudited) Statement of Financia l Accounting Standards No. 33 (SFAS No. 33) prescribes 1wo supplementary income computations for estimating the impact of inflation. These computations estimate the effects of general inflation (constant dollars) and the effects of changes in specific prices ( current cost). SFAS No. 33 defines constant dollar accounting as a method of reporting financia l statement elements in dollars each of which has the same general purchasing power. Current cost accounting is defined as a method of measuring and reporting assets and expenses associated with the use or sale of assets at their current cost or lower recoverable amount at the balance sheet date or at the date of use or sale. Both methods involve the use of assumptions and estimates. Therefore, the resulting measurements should be viewed as estimates rather than as precise indicators of the effects of inflation. The amounts reported in the primary financial statements have been adjusted for depreciation and amortization expense. Revenues and all other operating expenses are considered to reflect the average price levels and have not been adjusted. Further, there have been no adjustments made to provisions for income taxes. Constant dollar values were determined by restating historical costs, accumulated depreciation and amortization, and depreciation and amortization expense of property and equipment into average 1980 dollars using the Consumer Price Index for all urban consumers (CPI-U) published by the Bureau of Labor Statistics. Current costs of flight equipment were determined by the direct pricing method for those aircraft still in production. Current costs for aircraft no longer in production were determined by using the recoverable amount based on net realizable values expected to be derived from the sale of the assets. Current costs for spare engines and capital ratable spares and assemblies were computed based on the ratio by which the current cost of aircraft fleets exceed the historic cost of such fleets. Current cost for other properties and equipment were determined by indexation using the CPI-U. An estimate of net (loss) adjusted for changing prices for the year ended December 31, 1980, follows: Net (loss) as reported in the statement of operations . . ........ . Adjustment to Restate Costs for the Effect of General Inflation: Depreciation and amortization expense .. Net (loss) adjusted for general inflation .. . ............... . Adjustment to Reflect the Difference Between General Inflation and Changes in Specific Prices (current costs): Depreciation and amortization expense . . . . . . . . . . . . .......... . Net (loss) adjusted for changes in specific prices .. Gain from decline in purchasing power of net amounts owed . Increase in specific prices (current cost) of properties and equipment held during the year . Effect of increase in general price level . . ............... . Excess of increase in specific prices over increase in the general price level .. At December 31, 1980 current cost of properties and equipment, net of accumulated depreciation and amortization, was $1,177,709. S (29,632) 27,126 (56,758) 14,260 S (71,018) S 46,847 $240,784 (126,705) $114,079 A five-year comparison indicating the effect of adjusting historical revenues, purchasing power gains or losses on net monetary items, cash dividends, and common stock market price to dollar amounts expressed in terms of average 1980 dollars as measured by the CPI-U follows: Year Ended December 31, 1980 1979 1978 1977 1976 Operating revenues .... $995,755 1,062,616 1,051,486 940,391 877,547 Historical Cost Information Adjusted for General Inflation: Net earnings (loss) ... . . . ' . . . . ' . . ' . (56,758) 23,860 Net earnings (loss) per common share . $ (4.54) 1.62 Net assets at year-end . ........... . . . . . ' . . . . . . . . . . . . 439,568 478,042 Current Cost Information: Net earnings (loss) . ' ' . . ......... ' ..... ' ' .. '. (71 ,018) 12,680 Net earnings (loss) per common share . . . . . . ' ' . ' ' . ' . . . . $ (5.63) 0.76 Excess of increase in specific prices over increase in the general price level . ' .. ' ' . ... ' 114,079 6,528 Net assets at year-end . . 671 ,939 611,433 Gain from decline in purchasing power of net amounts owed . 46,847 41,904 Cash dividends declared per common share . $ 0.25 0.46 0.50 0.54 0.58 Market price per common share at year-end . $ 9.13 11 .83 10.40 10.37 14.50 Average Consumer Price Index . ... 246.8 217.4 195.4 181 .5 170.5 26 Peat, Marwick,Mitchell &Co. The Board of Directors Western Air Lines, Inc.: Certified Public Accountants 555 South Flower Street Los Angeles, California 90071 We have examined the balance sheets of Western Air Lines, Inc. as of December 31, 1980 and 1979 and the related statements of operations, shareholders' equity and changes in financial position for each of the years in the three year period ended December 31, 1980. 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, 1980 and 1979 and the results of its operations and the changes in its financial position for each of the years in the three year period ended December 31, 1980, in conformity with generally accepted accounting principles consistently applied, during the period subsequent to the change, with which we concur, made as of January 1, 1978, in the method of accounting for investment credits as described in note 5 of notes to financial statements. January 30, 1981, except for Note 10 which is as of March 13, 1981 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. 27 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 Richard P. Ensign Executive Vice President- Marketing, Western Air Lines, Inc., Los Angeles, California Hugh W. Darling Attorney-at-Law, Darling, Rae & Gute, Los Angeles, California Leo H. Dwerlkotte Las Vegas, Nevada James D. Garibaldi Attorney-at-Law, Los Angeles, California Gerald Grinstein* Attorney-at-Law, Preston, Thorgrimson, Ellis & Holman Seattle, Washington Walter J. Hickel Chairman of the Board, Hickel Investment Company, Anchorage, Alaska Arthur F. Kelly* Chairman of the Board and Chairman of the Executive Committee, Western Air Lines, Inc., Los Angeles, California Dr. Donald H. Mclaughlin Chairman of the Board, Homestake Mining Company, San Francisco, California John H. Myers Assistant to the President, St. John's University, St. Paul, Minnesota Edwin W. Pauley Chairman of the Board, Pauley Petroleum, Inc., Los Angeles, California 28 Robert 0. Kinsey Executive Vice President and Chief Operating Officer, Western Air Lines, Inc., Los Angeles, California Bert T. Kobayashi, Jr. Attorney-at-Law, Kobayashi, Watanabe, Sugita and Kawashima, Honolulu, Hawaii Arthur G. Linkletter Television Producer and Broadcaster, Chairman of the Board, Linkletter Management, Inc., Costa Mesa, California Vernon 0. Underwood Chairman of the Board and Chief Executive Officer, Young's Market Company, Inc., Los Angeles, California Harry J. Volk Union Bancorp, Inc., Los Angeles, California Dominic P. Renda* President and Chief Executive Officer, Western Air Lines, Inc., Los Angeles, California Robert H. Volk* President, Martin Aviation, Inc. Santa Ana, California Member, Executive Committee John M. Wallace Walker Bank & Trust Company, Salt Lake City, Utah Arthur G. Woodley Bellevue, Washington Arthur F. Kelly Chairman of the Board and Chairman of the Executive Committee Dominic P. Renda President and Chief Executive Officer Robert 0. Kinsey Executive Vice President and Chief Operating Officer Richard P. Ensign Executive Vice President- Marketing Donald K. Hall SeniorVice President, General Counsel and Secretary James L. Mitchell SeniorVice President- Long Range Planning Willis R. Balfour Vice President- Passenger and Cargo Marketing Anthony Colletti Vice President- Maintenance and Engineering Paul V. Donahue Vice President- Procurement Richard 0. Hammond Vice President and Treasurer Paul R. Harding Vice President-Central Division William J. Grant Managing Director- United Kingdom and Europe Allen F. Hoss Vice President-Hawaii Registrar/Transfer Agent- Common & Preferred Stock David E. Holt Vice President-Passenger Sales Lawrence H. Lee Vice President- Passenger and lnflight Services Roderick G. Leith Vice President-Finance Fred E. Luhm Vice President- Data Processing and Communications Bert D. Lynn Vice President- Advertising and Sales Promotion William E. Newell Vice President- Flight Operations Lawrence A. Nichols Vice President-Northern Division Charles F. Schlatter Vice President-Financial Planning Ray Silvius Vice President-Corporate Affairs Jack M. Slichter Vice President-Field Management Glen L. Stewart Vice President and Controller Neil S. Stewart Vice President- Government and Industry Affairs Harry L. White Vice President-Southern Division Grant G. Murray Vice President-Los Angeles Luis Pasquel L. Vice President-Mexico Raymond M. Waters Vice President-Alaska Bank of America National Trust & Savings Assn. Ticker Symbols Common Stock Preferred Stock 5% Debentures 10% Notes 555 South Flower St., Los Angeles, California 90071 Lynn D. Zumbrunnen Vice President-Eastern Division Howard L. Culver Assistant Vice President- Regulatory Law Donald F. Drews Assistant Vice President- Properties and Facilities John I.Good Assistant Vice President- Cargo Sales and Service Thomas J. Greene Assistant Vice President- Corporate Law and Assistant Secretary Wayne B. lichtgarn Assistant Vice President- Consumer Affairs Richard G. Peterson Assistant Vice President- Schedule Planning W. Jeffrey Terrill Assistant Vice President- Route Planning Donald W. Vena Assistant Vice President- Personnel Relations WAL WALA WALK WAL. Debenture and Subordinated Note Trustee The Chase Manhattan Bank 1 NewYork Plaza, New York, New York 10015 Independent Accountants Peat, Marwick, Mitchell & Co. Exchange listing-Common & Preferred Stock Debenture and Subordinated Notes New York Stock Exchange Pacific Stock Exchange 555 So. Flower St., Los Angeles, California 90071 Annual Meeting Fourth Thursday in April