Western Airlines Annual Report 1983

WE TERN AIRLINES NINETEEN EIGHTY THREE ANNUAL REPORT
THE YEAR AT A GLANCE (in millions of dollars except per share amounts)
1983 1982 %Change
Operating revenues .................... . $1,142.6 1,065.3 7
Operating expenses ..................... 1,199.0 1,096.1 9
Operating loss ...................... (56.4) (30.8) 83
Other Income (Expenses):
Interest expense, net ...... . ......... (51.5) (46.7) 10
Gain on asset dispositions and other
income, net ....................... 11.6 14.0 ( 17)
Loss before income taxes and
extraordinary item ................ (96.3) (63.5) 52
Income tax (benefits) .................... (0.3) (3.6) (92)
Loss before extraordinary item ...... (96.0) (59.9) 60
Extraordinary item:
Gain on pension plan terminations .... 41.5 15.9 161
Net loss ................. . . . ........ $ (54.5) (44.0) _/ 24
Loss per common share:
Before extraordinary item ........... $ (6.22) (4.78)
Extraordinary item .................. 2.62 1.22
Net loss ............................ $ (3.60) (3.56)
Average common shares outstanding (000) 15,821 13,044
Passengers carried (000) ................. 9,134 8,441 8
Available seat miles (000,000) ............. 16,654 15,125 10
Revenue passenger miles (000,000) ........ 9,416 8,893 6
Passenger load factor-actual(%) ......... 56.5 58.8 (4)
-breakeven (%) ..... 62.5 63.1 (1)
Chicago
New Orleans
*Seasonal Service
1
.
l
New York
Washington, D.C.
National
CHAIRMAN'S LETTER
Fellow Shar holders:
While this 1983 Annual Report giv you a pictur
of y t anoth r difficult year of hang , it al o d -
scribes a year which saw us achieve gr at strid in th
second half of the y ar after a disappointing fir t half.
We regard that second half progress as substantial
and we intend to build on it in the coming years.
When I was elected president and chief executive
officer on April 11 of 1983, our company was facing
a number of serious problems. The company did
not have a strong, unified senior management team
in place. First quarter industry fare wars, together
with an imposing near-term debt load, had u in an
adverse financial position. Finally, our employee
group was frustrated , given their efforts and sacri-
fices, at the lack of visible progress on the part of
the company.
Solutions were required and the first priority in
April 1983, as I saw it, was to assemble a strong,
unified team. We did that.
Andre C. Dimitriadis, our senior vice pre ident-
finance and administration, was already with us and
had earned respect and credibility with Western's
employees while distinguishing himself in his deal-
ings with the financial community.
We appointed Seth M. Oberg a senior vice pres-
ident-operations. Already heading our flight opera-
tions department and having spent 26 years with
Western, he was an obvious choice to assume respon-
sibility for maintenance and engineering as well.
Don L. Beck, our senior vice president-service,
brought to us over 25 years of airline industry expe-
rience, gained at the old Continental Airlines and
as president and a director of Air Micronesia.
With the vital importance of marketing strategies
in mind, we brought Harry T. Chandis to We tern as
senior vice president-marketing. After many years
at American Airlines, he moved to what wa then
Allegheny Airlines and was the key figure in effect-
ing a most successful marketing adaptation to deregu-
lation, resulting in today's highly profitable USAir.
Before joining Western, he served a president and
general manager of Texas International.
Finally, Gerald Grinstein, former chairman of
Western's Board of Directors, and involv d in activi-
ties of the company's board in 1977, wa l ct d
president and hief op rating ffi r n January 9,
19 4.
A hairman and hi f x cutiv ffi r, I hav th
high t onfid n in th ni r manag m nt gr up
we hav as embl d. It r pres nts a strong bl nd of
W t rn exp ri nc and n w, fresh persp tive and
ac ompli hm nt .
W tern mploye s stepped forward from the time
I took office to a kif th y could help get W stern
back on track finan ially. T he answer was that of
course they could, but only after we had a manage-
ment team they could r ly on with confidence and a
financial restructuring to give them time to help.
W stern's successful $90 million public offering,
c mpleted in June, and another for $65 million in
November gave us the operating flexibility to effect
ome necessary changes.
Participation by employees required a complete
program. Unlike some other carriers, Western's con-
dition had precluded its people from receiving
increa ed wages and benefits for some time. Our
employees had already sacrificed. They deserved
more than just the opportunity to give again. They
were willing to accept an active ownership role in
their company and the management team wa com-
mitted to seeing they were involved.
The Western Partnership, completed in November,
was born out of cooperation and contribution by
labor leaders, individual employees and management
with the strong support from you, the shareholders,
who approved the employee stock plan. Held up as
a model of labor-management teamwork, we see
the Partnership as uniquely suited to Western.
Finally, we began the process of redirecting th
company's efforts to make Western competitive and
profitable in the marketplace. We made good pro-
gress. An operating profit of $2 .8 million wa re-
corded for the second half of 1983. This reflected
significant improvement from the $16.8 million
operating loss recorded for the same period in 1982,
and it was the first time in five years that We tern
reported an operating profit in the second half of
the year.
Our new mark ting thru t has many facet , but its
main eff rt is g ared toward the fr nt bu ine
trav l r. With thi mark t obj ctive fir t priority
had t involve ch duling. While t lt Lake ity
h tion had b n launch d r arli r, it
rth r r fin m nt . h n d thi
. lb
u
dev loping an international hub here in pt mb r.
From the Los Ang les hub we could int r onnect
trav l r moving between our dome ti point and
Mexico, Hawaii, Canada and Ala ka. Thi nhan d
our services systemwid .
We have moved forward in the pricing area a
well. Western had to establish mor ff ctive r v nu
and yield management systems if it wa going to
make any progress. The steps we took, ombin d
with the general economic recovery, r ult d in sig-
nificant yield, or average revenue p r passeng r
mile, increases during the second half of 1983. While
yield improvement must continue, we are pl as d
that Western has closed the gap from a position well
below the industry average in yield to one even with
the industry average.
To capitalize on ou.r new marketing strategy, we
chose the advertising agency of Doyle Dane Bernbach
to deliver our new product message to our customers
in an aggressive and stimulating manner.
All of these changes were accomplished almost
entirely in the second half of 1983 and were
designed to make Western a strong competitor in the
face of a rapidly changing environment. Thi
environment is illustrated most vividly by the phe-
nomenon of Continental Airlines, which had repre-
sented about five percent of the U.S. major airlines
domestic traffic, and filed for protection under the
Bankruptcy Code in September 1983. Overnight this
formidable competitor turned into a low-cost carrier
and within weeks it was diverting traffic in many
important markets in the West and Southwest. The
emergence of several newer airlines, together with
the new Continental and the new Braniff, ensure
that Western and the rest of the established airlines
will continue to face low cost competition.
Your management recognizes that, despite the
accomplishments of late 1983, this company must
continue its progress toward achieving the level of
efficiency achieved by the newer and the re urrected
carriers. We view the Western Partnership as a foun-
dation, and as concrete evidence that labor and man-
agement can work together toward mutual benefits.
Such cooperation in reaching difficult deci ions
must continue in order for Western to return
to profitability.
W tern has stak d out its t rritory. We ar plea ed
with th arly result of our new marketing fforts.
While wear impl m nting additional co t ffici n-
cies, w will r main aware of the continuing ne d to
improv r v nu p rformance and maintain a com-
r maind r of thi Annual
R p rt to har hold r i b ing pr nt d to y u in
a om what diff r nt format. W hav incorporat d
th ompany' Annual R port on Form 10-K, whi h
is fil d each y ar with the curities and Ex hange
~ommission in a pres ribed form. It i mored tail d
than most traditional annual report and w beli v
it will be pref rr d by most har holders.
I hope that, a investors, you will tak th opportu-
nity to u Western's rvices whenever po ibl for
your business or pleasure travel needs and urge your
friends and as ociates to do the same. We appreciate
your continued inter st and upport.
Lawrence H. Lee
Chairman and
Chief Executive Officer
March 16, 1984
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1983 Commission File Number 1-1521
WESTERN AIR LINES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
95-1360150
(I.R.S. Employer
Identification No.)
6060 Avion Drive, Los Angeles, California 90045
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (213) 646-2345
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock-$1 par value
$2 Series A Cumulative Convertible Preferred Stock
10% Subordinated Sinking Fund Notes
5% Convertible Subordinated Debentures
10% Senior Secured Trust Notes
14% Senior Secured Convertible Notes
Warrants to Purchase Common Stock
Name of Each Exchange on Which Registered
New York and Pacific Stock Exchanges
New York Stock Exchange
Indicate by check mark whether the Registrant ( 1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has
been subject to such filing requirements for the past 90 days. Yes X No _
Registrant's Common Stock outstanding at February 10, 1984 was 24,085,790 shares.
The aggregate market value of the voting stock of the Registrant held by non-affiliates of the
Registrant at February 10, 1984 was $102,364,607.
DOCUMENTS INCORPORATED BY REFERENCE
Title of Document
Definitive Proxy Statement Relating to
1984 Annual Meeting of Shareholders
Part Hereof Into Which Document is Incorporated
Part III
PART I
ITEM 1. BUSINESS
General
Western Air Lines, Inc. ("Western" or the "Company") is a commercial airline serving the
continental United States, Alaska, Hawaii, Canada and Mexico. It is the ninth largest airline in the United
States in terms of 1983 revenue passenger miles. Western's operations serve principally the western
portion of the United States where it provides service to virtually all major cities. The Company maintains
its principal hubs in Salt Lake City and Los Angeles.
Routes and Services
The Company provides air transportation services to 63 destinations in the United States and Canada,
on routes extending from New York and Washington, D.C. in the east to Honolulu and Anchorage in the
west. Other principal cities on Western's routes include Chicago, Dallas/Ft. Worth, Denver, Houston,
Kansas City, Las Vegas, Los Angeles, Minneapolis/St. Paul, Phoenix, Portland, St. Louis, Salt Lake City,
San Diego, San Francisco and Seattle/Tacoma. Western provides extensive service to Alaska, Hawaii and
Mexico from the western United States.
During 1981 and 1982 it became apparent that the Company's route structure, which had evolved in
an era of extensive government regulation of the industry, was not well suited for successful operations in a
deregulated environment. See " - Economic Regulation of Air Transportation." Western operated
primarily a "point-to-point" route structure serving medium haul, high density markets that lacked
adequate traffic feed from beyond route segments. This structure provided no competitive advantage to
Western against either new entrants having lower operating costs, or existing trunklines and regional
carriers having systems with substantial traffic feed.
On May l, 1982, Western began implementing an extensive domestic route realignment based on a
"hub and spoke" system. Western now serves both major and smaller sized cities in the western part of
the United States (plus selected major cities in the midwestern and eastern portions of the country)
through strategically located hubs. Salt Lake City, located near the center of Western's route system, was
established as the principal hub. Flights from throughout the system are now routed through Salt Lake
City, where connections are available to other Western cities, allowing Western to control a significant
portion of its traffic feed. A complementary hub has been established in Los Angeles and a secondary hub
is located in Seattle. The additional flying required to implement these changes has increased the average
daily utilization of Wes tern's fleet.
Throughout 1982 and 1983 Western adjusted its schedules and routes to build up operations at its
hubs. Western now serves virtually every city on its system from its Salt Lake City hub. This expansion
was accomplished with the use of additional Boeing 737 aircraft which were added to the Western fleet
between December 1982 and June 1983. See "PROPERTIES-Flight Equipment."
Western's international certificates authorize service to Canada and Mexico. In Canada, Western
serves Vancouver from Los Angeles, San Francisco and Portland and Calgary /Edmonton from Denver,
Los Angeles and Great Falls. Western provides service from Los Ang.eles to six cities in Mexico: Mexico
City, Acapulco, Guadalajara, Puerto Vallarta, Mazatlan and Ixtapa/Zihuatanejo.
Western's passenger traffic mix reflects the fact that, in addition to serving the principal business
centers in the western United States, it also serves most of the major vacation areas in western North
America. Western estimates that presently more than half of its passenger traffic is vacation or pleasure
oriented and Western believes that this portion of its business is particularly susceptible to changes in
general economic conditions. For this reason, the Company is shifting its emphasis to the frequent
business traveler through improved schedules and related marketing efforts.
The business of Western is seasonal in nature, with the highest revenues of the year normally being
recorded in the third quarter. This seasonality is consistent with industry patterns, and is attributable to
the propensity of the public to take pleasure trips during the summer months of the year.
Revenue and Traffic Information
The following table sets forth certain statistics relating to Western's operations during the five years
ended December 31, 1983:
Year Ended December 31,
1983 1982 1981 1980 1979
Revenue Components as Percent
of Total Operating Revenue:
Passenger ....................................................... 87% 87% 90% 89% 89%
Cargo ............................................................. 6 6 6 6 6
Contract service and other ............................ 7 7 4 5 5
Total ............................................... 100% 100% 100% 100% 100%
-
Traffic:
Aircraft operated at end of period ................ 74 72 70 71 76
Average daily utilization per aircraft
( block hours) ............................................ 8:42 8:09 7:57 8:24 8:55
Passengers carried ( 000,000) ....................... 9.1 8.4 8.4 9.1 11.2
Available seat miles (000,000) .................... 16,654 15,125 14,496 15,516 16,631
Revenue passenger miles ( 000,000) ............ 9,416 8,893 8,548 8,832 10,495
Passenger load factor
-actual ( % ) ......................................... 56.5 58.8 59.0 56.9 63.1
-breakeven ( % ) .................................. 62.5 63.l 65.8 62.0 63.2
-profit margin ( point difference) ....... ( 6.0) ( 4.3) ( 6.8) ( 5.1) ( 0.1)
Passenger revenue per revenue passenger
mile ("yield") ........................................... $.1055 $.1042 $.1113 $.1010 $.0807
Operating expense per available seat mile ... $.0720 $.0725 $.0777 $.0671 $.0550
Average length in miles per passenger trip .. 1,031 1,053 1,017 965 926
Available ton miles (000,000) ..................... 2,150 1,964 1,941 2,071 2,189
Cargo revenue ton miles ( 000,000) .............. 167 156 151 163 162
Cargo tons carried ( 000) .............................. 117 114 110 121 126
Average number of employees ..................... 10,355 9,760 10,120 10,657 11,256
Passenger load factor is the ratio of revenue passenger miles ("RPMs") to available seat miles
("ASMs"). The breakeven passenger load factor represents the approximate percentage of available seats
which must be occupied for revenues to cover all expenses except income taxes, assuming no changes in
yield and expenses. See "-Competition" for a discussion of load factor and yield.
Employee Relations
The number of Western employees during 1983 averaged 10,355, up from an average of 9,760 in
1982. Labor unions represent approximately 92 percent of Western's employees. Western has not
suffered a significant work stoppage by its employees during the past fourteen years, and considers its
relations with its employees to be satisfactory. If Western were to suffer a strike or work stoppage, it could
have a material adverse effect on the Company. Western's business also can be adversely affected by
strikes or work stoppages by non-employees. For example, the air traffic controllers' strike during l 981
had an adverse impact on Western 's operations and earnings.
2
The following table sets forth Western' union-repre ented employees by cla ification as of
December 31, I 983:
Employee Group
Agent and Clerical (U.S.)
Flight Attendants
Mechanics and Related
Employees
Pilots
Stock Clerks
Flight Operations Ground
School Instructors
Flight Superintendents
Agent and Clerical (Mexico)
Agent and Clerical (Canada)
* In negotiation.
Number of
Employees
4,577
2,017
1,587
1,252
88
30
26
159
132
Contract Open
Union for Amendment
Air Transport Employees December 1, 1984
Association of Flight Attendants January l, 1985
International Brotherhood July l, 1983*
of Teamsters ( IBT)
Air Line Pilots Association May 1, 1984t
International Brotherhood July 1, 1983*
of Teamsters
International Brotherhood July l, 1983*
of Teamsters
Transport Workers Union November l, 1984
Sindicato N acional de January 19, 1986
Trabajadores de Aviacion
y Similares
Air Transport Employees Julyl,1984
t Contract opened on January 3, 1984 for negotiations regarding pay and minimum pension benefits.
Western has obtained pay cuts and productivity improvements from most of its employees that saved
Western in excess of $50 million in cash compensation expense in each of 1983 and 1982. Noncash
expense of $6. 7 million related to stock issued under the Employee Stock Plan ( described below under
"Western's Partnership Plan") partially offset the cash savings in 1983. Both the cash savings and the
stock expense related to Western 's Partnership Plan will continue throughout most of 1984.
Various negotiations beginning in December 1981 have resulted in significant concessions from .all of
Westem's domestic labor groups as follows:
The domestic agent and clerical employees, represented by the Air Transport Employees,
agreed to a 10 percent cut in wages for one year, effective in May 1982, and deferral of a 2. 7
percent increase scheduled for June 30, 1982. Subsequently they agreed to an extension of their
contract until December 1, 1984 and to a 10 percent one year reduction in their wages beginning
November 1983.
In January 1982 Western's flight attendants, represented by the Association of Flight
Attendants, agreed to an extension of their contract until January 1983 and a 10 percent cut in
wages and expenses for the year 1982. An extension of their contract until January l, 1985 and a
10 percent one year reduction in wages beginning November 1, 1983 was agreed to in late 1983.
The mechanics and related employees, stock clerks, and flight operations ground school
instructors, represented by the IBT, refused to take a 10 percent pay cut in 1982, but did extend
their agreement without economic increase through June 30, 1983. The instructors subsequently
deferred a six percent increase scheduled for July 1, 1982. The IBT-represented employees
agreed to a 10 percent one year reduction in wages beginning November 9, 1983. No extensions
to the contract amendable dates were made and negotiations are expected to resume in the near
future. The Company and the IBT have agreed, however, that once new agreements are reached,
economic changes, if any, will be deferred until November 9, 1984.
In September 1981 Western's pilots, represented by the Air Line Pilots Association
("ALPA"), agreed to a wage freeze through April 1982, and to the elimination of the third crew
member in Western's 737 aircraft. In January 1982 the pilots agreed to a 10 percent pay cut and
to a temporary reduction in Western's contribution to one of the pilot pension plans. Continued
3
negotiations with ALPA resulted in extension of the 10 percent pay cut, a deferral of an eight
percent pay increase, and termination of the pilots' defined benefit pension plan as well as
permanent work rule concessions which increased pilot productivity. In conjunction with these
concessions, the pilots received job and benefit protections and increased levels of contributions
to a defined contribution pension plan. The 10 percent pay cut and deferral of the eight percent
pay increase are scheduled to expire on September 30, 1984.
The flight superintendents (dispatchers), represented by the Transport Workers Union,
agreed in January 1982 to a one year 10 percent cut in wages. Subsequently they agreed to an
extension of their contract until November 1, 1984 and to a one year 10 percent reduction in their
wages beginning November 1, 1983.
Employees in Mexico, represented by Sindicato Nacional de Trabajadores de Aviacion y
Similares, received pay and benefit increases ( denominated in pesos) of 36 percent in January
1982, 12.6 percent in March 1982, three percent in November 1982, 50 percent in January 1983,
10.87 percent in July 1983, and 62.5 percent in January 1984. These industry-wide increases,
however, resulted from and reflected the high rate of inflation in Mexico and devaluations of the
Mexican peso, and in light of the relative strength of the U.S. dollar versus the peso, these
increases did not result in dollar cost increases nearly as substantial as those percentages might
suggest.
Employees in Canada, now represented by the Air Transport Employees, refused to take a
pay cut or agree to productivity improvement changes in 1982. The Company granted a five
percent pay increase to the Canadian employees in July 1983, in an attempt to reestablish the
historical relationship between pay scales in the domestic system and in Canada and in
recognition of then existing economic conditions in Canada.
In addition to the concessions obtained from employee groups covered by collective bargaining
agreements, Western has reduced the pay rates of its management and administrative personnel. This
group, which last received a general pay increase in November 1980, received a 12.5 percent reduction in
wages in December 1981 which is still in effect and will not expire until at least September 30, 1984.
Wes tern's Partnership Plan
As part of management's plan to return to profitability, Western in November 1983 instituted its
Partnership Plan. In exchange for wage concessions, Western instituted a three-part program consisting of
the following:
Employee Stock Plan
The first component of the Partnership Plan is the establishment of the Employee Stock Plan
which was approved by shareholders on October 13, 1983. On November 10, 1983, the
Company contributed 7,800,000 shares of Common Stock to the Employee Stock Plan. A trust
has been established under the administration of an independent trustee ( the "Stock Trust") and
periodically shares contributed to the Employee Stock Plan will be allocated to the accounts of
participating employees. The initial contribution of Common Stock to the Employee Stock Plan
will be allocated to the accounts of participating employees in four quarterly allocations during
the plan's first year. All shares held by the Stock Trust will be voted by the trustee in proportion
to the vote of all other shares voted except that on any question regarding the merger or
acquisition of the Company, the creation by the Company of another airline, the sale of all or
substantially all of the Company's assets or the liquidation of the Company, the trustee will vote
all allocated shares in accordance with individual employee instructions.
4
All shares allocated to employee accounts will be fully vested. However, no shares will be
distributed from the Stock Trust to a participant until such employee terminates employment with
the Company for any reason, including retirement or death, except that employees may qualify
for an early distribution in the event of twelve consecutive months of furlough or an
unforeseeable extreme medical emergency.
The Employee Stock Plan is intended to be qualified under Section 401 (a) of the Internal
Revenue Code of 1954. If it fails to so qualify, Western has agreed to reimburse employees for
taxes incurred as a result.
Profit Sharing Plan
The second component of the Partnership Plan is the establishment of a cash profit sharing
plan ( the "Profit Sharing Plan"). Under the Profit Sharing Plan, the Company will distribute to
participating employees in cash 15 percent of the first $25 million of pretax profits and 20 percent
of pretax profits in excess of $25 million annually for the three-year period beginning January 1,
1984. Profits will include only income from operations before federal income taxes and shall
exclude any gains or losses from asset sales, debenture exchanges, other non-operating gains or
losses, or extraordinary items. Profits will be calculated prior to giving effect to the contributions
to the Profit Sharing Plan. In the event that the amount of profits distributable to employees
under the Profit Sharing Plan for any year does not exceed $100,000, the Company may, at its
discretion, direct that such amount be distributed in an alternative manner to be determined. If
sufficient profits are not earned in at least two out of the three years, the Profit Sharing Plan will
be extended year to year until distributions of at least $2 million have been made in at least two
separate years.
Board Representation
The final component of the Partnership Plan is the designation by representatives of labor
groups of two nominees for election to Western's Board of Directors at each annual meeting of
shareholders. This concept has been approved by the Board of Directors, and the Company has
amended its by-laws to accommodate those two nominees, but the labor groups have not yet
designated such nominees.
Participating employees in the Partnership Plan consist of non-contract employees and those
employees who are members of collective bargaining units which have agreed to future pay concessions.
The labor concessions include a 10 percent reduction in cash wages for a one year period ( 12.5 percent in
the case of non-contract employees, and, in the case of pilots, a continuation for nine months beginning
January 1, 1984 and ending September 30, 1984 of a 10 percent pay cut already in effect and which
otherwise would have terminated December 31, 1983, together with a deferral until October 1, 1984 of an
additional eight percent wage increase that otherwise would have been effective January 1, 1984). Cost of
living allowances that otherwise would become effective during the wage cut period for some represented
employee groups are to be deferred until the conclusion of such period.
During the period October 1, 1983 through October 31, 1984, the Company estimates that it will save
approximately $41.6 million in cash compensation from the levels that otherwise would have been in
effect. Because pay cuts were in effect during a portion of the period October 1, 1982 through October 31,
1983 for most employee groups, cash savings from wage concessions included in the Partnership Plan may
be nominal when compared to the prior thirteen month period. For financial reporting purposes, the $41.6
million savings will be substantially offset by the Company's noncash expense for contributions to the
Employee Stock Plan and could be further offset by any profit sharing contributions.
The agreements for the Partnership Plan, including the wage concessions, with the five unions
representing seven employee groups have varying and interlocking terms relating to events that could
result in a termination of the wage concessions and, in some cases, a refunding of the wage reductions
made. Any of the following events may cause such a termination: ( 1 ) the resignation or termination of
employment of Lawrence H. Lee as Chief Executive Officer of the Company; ( 2) insolvency or similar
5
proceedings; ( 3) the granting of a bonus or a stock option to any employee or management personnel; ( 4)
a merger involving, or acquisition of, the Company unless an agreement is entered into within thirty days
of such merger or acquisition providing for the continuation of the wage reduction; and ( 5) the granting of
improvements in compensation and/ or benefits, during the period in which wage reductions are in effect,
to any employee group. Under such circumstances, any shares of Common Stock under the Employee
Stock Plan which had vested in the accounts of participating employees would be unaffected. Pay
increases, other than promotional increases, to nonrepresented employees may be made only with the
consent of employee labor group representatives. Any increase in pay or benefits without such consent
may result either in termination of participation in the Partnership Plan by a group or groups of employees
or a requirement that the particular increase be applied to a represented employee group or groups.
In summary, Western's labor costs during 1982, 1983 and 1984 have been and will be favorably
impacted by employee wage concessions which are scheduled to expire in late 1984. In light of conditions
currently prevailing in the airline industry, Western expects it will need further concessions from its
employees in order to enhance the efficiency of its operations and compete effectively in the coming years.
Discussions with employee groups regarding these matters are expected to begin within the next several
weeks. No assurance can be given as to the outcome of any such discussions.
Pension Benefits
Substantially all employees of Western are covered by retirement plans, including one multi-employer
plan. Western's contributions to the Company-sponsored plans, together with the participants' required
contributions, are sufficient to fund current service costs annually and prior service costs over ten to twenty
years. Actuarial gains and losses are amortized over ten-year periods.
In April 1982 Western terminated its defined benefit retirement plan for non-union employees and
subsequently established a new defined contribution plan. The termination allowed Western to recover
approximately $15.9 million which represented its share of the excess of plan assets over liabilities as of the
termination date. Annuities were purchased to satisfy all of the plan's liabilities.
In January 1983 Western finalized the termination of its defined benefit plan for pilots. In conjunction
with such termination, Western agreed to make increased contributions to the pilots' defined contribution
plan which are expected to result in pilot pension plan costs slightly higher than if both plans had
continued in effect. The termination allowed Western to record a $41.5 million extraordinary gain which
represents its share of the excess of plan assets over plan liabilities as of the termination date. Annuities
have been purchased to satisfy plan liabilities. See Note 4 to Financial Statements.
These terminations were completed in accordance with the requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). ERISA requires, among other things, that
annuities be purchased from insurance companies to provide all accrued benefits under the terminated
plans, that all employees be 100 percent vested upon a plan termination, that accrued retirement benefits
not be reduced for any participant, and that the Pension Benefit Guaranty Corporation, an independent
federal agency, certify the sufficiency of the plan assets to cover plan liabilities.
Competition
Western is presently subject to multiple carrier competition on most major domestic routes that it
serves. Some of Western's competitors are larger with more extensive route systems and with greater
financial or other resources. Western's hub and spoke system centered in Salt Lake City competes with
similar systems of other carriers centered in other cities, such as Denver where three competing carriers
maintain hubs. Western's Los Angeles hub competes with the hubs of two other carriers in San Francisco.
Other competitors of Western are regional carriers, some of which have lower cost structures enabling
them to compete effectively on particular routes. Western also must face the additional competitive
pressures presented by ( i) several newly-formed carriers which have lower cost structures than established
carriers; (ii) the pricing actions of Continental Airlines, which since its filing for protection under Chapter
11 of the federal bankruptcy laws, has restructured much of its operations with lower costs and lower fares;
and (iii) other Western competitors, such as United Airlines and Frontier Airlines, which in many cases
have matched the lower fares being offered by Continental.
6
Airlines are operating in an environment where price is a major and, in many instances, the most
significant element of competition. Since fare reductions are no longer controlled by the Civil Aeronautics
Board ( the "CAB"), the airlines are now free to offer lower basic fares and promotional fares involving
virtually unlimited discounts. Many airlines, including Western, have taken advantage of this freedom to
offer low basic fares or deep discounts on major routes, and likewise generally have elected to match such
fares when offered by competitors.
Many carriers, including Western, from time to time have introduced promotional discount fares
designed to maintain and increase traffic. While management believes such fares have accomplished those
objectives, they have also resulted in lower yields than otherwise would have been the case. The recent
fare environment has shown more stability, but some carriers have reinstated significantly discounted fares
which might trigger new "fare wars" and result in decreased yields.
Such frequent variations in industry pricing conditions tend to impact dramatically an airline's load
factor and yield, and small changes in load factor and yield can have significant effects on operating
results. For example, based on Western's available seat miles and its passenger yield for the year 1983, a
one percentage point change in Western's passenger load factor would have produced an increase or
decrease of approximately $17.6 million in its operating revenues. Likewise, based on Western's revenue
passenger miles for the year 1983, a change in yield of one-tenth of one cent would have resulted in an
increase or decrease of approximately $9.4 million in Western's operating revenues. Western's yield in
recent years has been inadequate to cover fully allocated costs at actual load factors.
Western's services to both Canada and Mexico are subject to competition by carriers of those
countries, but on most routes only one such airline has been authorized by each country. Fares between
United States points and Canada and Mexico are still controlled by the governments concerned, and the
International Air Transportation Competition Act of 1979, which authorized airlines to reduce inter-
national fares up to 50 percent or increase them up to five percent without justification for changes, has
had little impact to date on the fare structures on United States-Canada and United States-Mexico routes.
Travel Agents
Western's business is substantially dependent upon sales made by travel agents. During 1982 and
1983 approximately 70 percent and 73 percent, respectively, of Western's passenger sales were gene.rated
by travel agents. In view of recent airline bankruptcies, a perceived lack of financial stability of an air
carrier may have an effect upon the discretionary selection of that airline by travel agents.
In response to the travel agency open commission environment begun in 1980, it was necessary for
Western to devise and offer to its authorized travel agents its own competitive commission structures in
order to secure adequate levels of travel agency business. Western generally offers travel agents in the
United States a 10 percent commission, compared with a four-tier commission structure ranging from
seven to 11 percent in effect just prior to the open commission environment.
Recently the CAB eliminated the exclusivity held by the travel agent industry for the sale of airline
tickets. Consequently, airline tickets now can be distributed through any retail channel, and airlines are
free to reach individual agreements with such outlets. While this decision by the CAB could have a
substantial impact on airline distribution methods, early indications are that airlines will refrain from
expanding beyond traditional distribution channels.
In early 1983 the CAB adopted a rule which permitted travel agents to issue tickets using the ticket
stock and/or validation plates of large airlines with automated reservations and ticketing systems, even
when those airlines did not participate in the transportation. The effect of such ticketing was to divert, for
up to 60 days, the cash that would otherwise be paid more rapidly to the carriers providing the
transportation, such as Western. The CAB has changed that rule and now requires travel agents whenever
possible to use the ticket stock and/or validation plates of a carrier providing the transportation. The CAB
has been investigating competitive abuses and consumer injury resulting from the practices of certain
airlines that provide computer reservations systems to travel agents and has directed its staff to prepare
proposed rules to address such abuses in computer reservations systems. Western and other carriers had
7
requested the CAB to take remedial action to eliminate these systems' bias against the display of Wes tern's
and such other carriers' schedules and fares and the owners' discriminatory prices for participation,
anticompetitive access conditions, and unfair use of travel agent sales information.
Fuel
Western's arrangements with suppliers of aircraft fuel presently provide for substantially all of its
actual and anticipated needs.
Western purchases the bulk of its fuel from major oil companies under annual agreements which
guarantee supply but not price. However, the ability of Western's suppliers to furnish Western with fuel is
dependent upon a number of factors, including national and international petroleum supplies and
government regulation. Western expects fuel supplies to remain more than adequate for the foreseeable
future. Western has been faced recently with a tightening of credit terms by fuel suppliers.
Price of fuel, rather than supply, has been the major problem in recent years. For many years, prices
of fuel continued to escalate and the cost of fuel has become a major item of expense for Wes tern and all
other airlines. In 1983 fuel costs reached $320 million and accounted for 27 percent of Western's total
operating expenses compared to 20 percent in 1978. The difference was due entirely to the increased price
of fuel since the amount of fuel consumed actually declined between 1978 and 1983. During 1982 fuel
prices first leveled off and then began to decline somewhat, averaging six percent below 1981 levels. The
trend of lower fuel prices continued during 1983 and fuel prices generally appear to have stabilized in late
1983 and early 1984. The impact of fuel prices upon total operating costs is illustrated by the fact that
based upon Western's fuel consumption during the year 1983, a one cent per gallon change in fuel prices
would have resulted in an increase or decrease of approximately $3.5 million in Western's annual fuel
costs.
Western's operating procedures are designed to keep fuel consumption to a minimum, primarily
through reduced airspeeds and elimination of excess weight.
The following table sets forth Western's fuel consumption and related information for the past ten
years:
Fuel Cost
Total Asa
Consumption Total Operating Percent of
( Millions of Average Price Fuel Cost Expense Operating
Gallons) Per Gallon (Millions) (Millions) Expense
1974 ............................................ 305 $0.23 $ 71.4 $ 446.2 16.0
1975 ............................................ 317 0.29 93.1 505.9 18.4
1976 ............................................ 346 0.31 108.3 569.8 19.0
1977 ............................................ 379 0.36 138.0 662.0 20.8
1978 ............................................ 400 0.39 154.9 779.6 19.9
1979 ............................................ 397 0.57 225.7 913.9 24.7
1980 ............................................ 342 0.87 296.4 1,041.5 28.5
l 981 ............................................ 315 l.04 326.6 1,125.8 29.0
1982 ............................................ 320 0.98 312.0 1,096.1 28.5
l 983 ............................................ 354 0.91 320.0 1,199.0 26.7
Consumption of fuel in 1983 increased due to Western's expanded operations, including the continued
expansion of the Salt Lake City hub, as well as the implementation of the Los Angeles hub in September
1983.
Economic Regulation of Air Transportation
From 1938 to 1978 the airline industry was subject to the comprehensive economic regulatory
jurisdiction of the CAB. Under that framework of regulation, authority to operate new services could be
obtained only by proving a public need therefor, competition was restricted, rates and fares were tightly
8
controlled, intercarrier arrangement for cooperative purpo es were do ely upervi ed and merger and
con olidation between air carriers were carefully crutinized.
The Airline Deregulation Act of 1978 ( the "Deregulation Act") materially changed the tatutory
cheme of regulation of domestic air transportation. Under the Deregulation Act, the CAB lo t it
authority with respect to domestic routes on December 31, 1981, and its authority over fare and
intercarrier transactions, including mergers, as of January l, 1983. Under the Deregulation Act, the AB
will go out of existence as of January I, 1985, and certain of its functions will be transferred to other
government departments. The Deregulation Act made no changes in the law as it relates to authority to
engage in foreign air transportation, except the CAB's power to grant exemptions for temporary authority
was liberalized. Nevertheless, the United States government has followed a practice of trying to convince
foreign governments that multiple carrier designations on international routes should be authorized by
intergovernment agreement. While many countries have acceded to the position of the United States
government, Mexico and Canada have not.
The airlines presently operate in an environment of unrestricted competition in domestic air
transportation. Carriers no longer have an obligation to provide service but can start and stop service on
any route virtually at will ( subject to slot and gate availability, and small community essential air service
requirements) and have complete freedom in pricing their products.
Western is unable to predict the ultimate effect of the Deregulation Act on its operations, but if the
increased competition that has resulted since the Deregulation Act became effective results in further
overcapacity and uneconomically low fares, the financial position of the Company could be materially
adversely affected.
In 1983 Western received certificate authority to serve a Los Angeles- Puerto Vallarta/Mazatlan
route until September 1986 and a Los Angeles/Salt Lake City-Calgary /Edmonton route until October
1988. Nonstop flights are operated between all the authorized city pairs on these routes with the exception
of Salt Lake City-Calgary /Edmonton. Nonstop operations between Salt Lake City and Alberta
scheduled to begin on October 30, 1983 were prevented by a Canadian Government decree which the U.S.
Government has declared to be a violation of the air services agreement between the two countries.
Negotiations between the two governments have not yet resolved this dispute.
Environmental Regulation
For a number of years the federal government has been tightening its controls over aircraft noise.
Pursuant to Congressional directive, the Federal Aviation Administration ("FAA") in 1969 prescribed
aircraft noise limits for all aircraft designed after 1969. In 1973 and again in 1977 the FAA broadened the
application of these noise limits and promulgated a phased compliance schedule whereby essentially all
non-complying commercial jet aircraft must be replaced or modified by 1985 in order to meet the
prescribed limits. Twelve of the Company's 16 Boeing 737's are non-complying aircraft at this time.
However, because these aircraft are covered by a small community service exemption, the deadline for
compliance with prescribed noise limits has been extended to 1988.
California authorities have promulgated noise standards in an attempt to limit the total noise impact
of airport operations on surrounding communities throughout the state. In connection therewith these
authorities have asserted jurisdiction over such matters as curfews at focal airports, even to the extent of
attempting to override the decisions of airport proprietors. The Los Angeles City Council has adopted an
ordinance which requires that aircraft which do not comply with federal noise standards be phased out of
operation at Los Angeles International Airport by 1985- a schedule earlier than that contained in the
federal regulations described above. Compliance with this ordinance may be more burdensome on the
airlines than compliance with federal regulations because it relates to use of aircraft at a single airport. If
airline efforts to resolve such conflict between federal regulations and local ordinances through regulatory
or legislative processes are not successful, it is likely that the airlines would seek a determination in court
that the local ordinances are unenforceable under a theory of federal preemption. _
In addition, proprietors
at several airports have adopted or are considering noise regulations that are more stringent than the
pertinent federal or state standards. The stricter standards could hinder carriers, including Western, from
commencing or continuing operations at those airports. See "LEGAL PROCEEDINGS."
9
ITEM 2. PROPERTIES
Flight Equipment
As of December 31, 1983, Western operated a fleet of 7 4 jet aircraft. The following table summarizes
the composition of Western's fleet at the end of 1979 through 1983, and fleet composition and aircraft on
order at January 31, 1984:
Present Aircraft in Service Fleet Composition
Seating at Year End at January 31, 1984
Configuration
First Class/ On
Coach 1979 1980 1981 1982 1983 Owned Leased Order
Boeing
727-200 .................................. 12/ 133
737-200 .................................. 0/ 121
737-300 ................................. .
707 /720B .............................. .
McDonnell Douglas
DC-10-10............................... 24/267
DC-10-30............................... 16/247
Total ..................................... .
39
21
6
76
44
15
12
71
47
12
10
1
70
47
14
10
1
72
47
16
74
33
10
7
50
14
6
3
24
12
9
21
* See Note 2 to Financial Statements for aggregate lease obligations and lease terms as of December 31,
1983, and Note 6 to Financial Statements for information on pledged assets.
Western's present fleet is in compliance with federal noise regulations with the exception of 12 of its
16 Boeing 737s. These aircraft are expected to be retrofitted at a cost of approximately $300,000 each in
advance of the 1988 deadline for compliance. See "BUSINESS-Environmental Regulation."
Western's decision to serve primarily the western portion of the United States, its development of a
principal hub at Salt Lake City and its institution or resumption of service to many smaller cities have
created a need for additional Boeing 737 aircraft which are well-suited for short haul routes. The DC-10
aircraft is a high capacity, wide body aircraft well-suited for medium to long haul routes, but is not well-
suited for short haul routes. Although the Company's DC-10 fleet currently is being fully utilized, current
plans are to dispose of some DC-10 aircraft as opportunities arise.
In order to expand operations at its Salt Lake City hub, Western leased two new Boeing 737-200
aircraft in December 1982 for a term of 12 years with options to extend the lease and/or purchase the
aircraft. During 1983 Western leased two additional used Boeing 73 7-200 aircraft from another airline for
a term of three years with an option to renew for one additional year.
Western has on order from the manufacturer three Boeing 737-300 aircraft for delivery in 1985. In
addition, in January 1984 Western cancelled contracts for six Boeing 767 widebody aircraft and placed
new orders for six Boeing 737-300 aircraft scheduled for delivery in 1986 and 1988, and twelve Boeing
737-200 aircraft scheduled for delivery in 1984 and 1987. The purchase price of these aircraft is
approximately $460 million, of which $25.0 million is already on deposit. There can be no assurance that
long-term secured debt or lease financing will be available to finance these acquisitions. See Note 3 to
Financial Statements.
Ground Properties and Equipment
Western's general offices and principal overhaul and maintenance base are located at Los Angeles
International Airport. These facilities, including a DC-10 hangar and a parking structure completed in
1975, have been built by Western 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. Upon such termination or expiration, the improvements revert to the city.
Western also leases hangars at Seattle/Tacoma and San Francisco, as well as terminal facilities at most
airports served, plus ticket and administrative offices throughout its system. Public airports are utilized for
flight operations generally under contractual arrangements with municipalities or agencies controlling
them.
During 1984 Western is continuing certain improvements begun in 1983 in its passenger terminal
facilities at Salt Lake City to accommodate its growing hub operations and at Los Angeles to integrate wit!}
new second level roadways. Western's share of the cost of these improvements is expected to be
approximately $12.5 million of which $2.4 million was expended through December 31 , 1983.
Pledged Assets
Substantially all of Western 's property and equipment is pledged as collateral to secure debt and other
obligations. For additional information, see Note 6 to Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
Western is involved in various litigation, including cases alleging discrimination in employment
practices. In one such action involving the ability of Western pilots to continue after age 60 as second
officers, a judgment was entered during 1981 directing the Company to allow three pilots to continue
working as second officers after age 60, and awarding those pilots back pay and attorneys' fees. That case
was affirmed on appeal and a petition for rehearing was denied, and Western is seeking to have the matter
heard by the U.S. Supreme Court. Additionally, at least one other similar action has been filed. Western
does not believe such claims will result in any material liability to Western.
The employment practices cases also include several actions brought by former Western employees
variously alleging wrongful termination, age discrimination, breach of contract and of implied covenants
of good faith and fair dealing and intentional infliction of emotional distress. Most of these actions also
seek exemplary or punitive damages, and thus the total amounts sought in these cases are substantial.
Western believes its insurance policy covers many of these claims, although its insurance carriers have
reserved their rights to later dispute such coverage. Western does not believe such claims will result in any
material liability to Western.
In light of litigation in recent years regarding the subjects of aircraft noise and engine emissions,
operators of certain airports, including those at Los Angeles, San Jose, Orange County and San Diego,
California, and Washington, D.C.'s National, have imposed or are considering imposition of limitations on
frequency and timing of airline flights or upon the proportion of any airline's fleet which may continue to
operate without complying with specified noise standards. In general, enforcement of such restrictions at a
major airport served by Western could have a material adverse effect on its operations.
A California firm, which acted as a consultant for Western during part of 1982, filed a complaint in
the Superior Court of the State of California for the County of San Francisco against Western, Neil G.
Bergt, Western's former Chairman of the Board, and others for breach of contract, fraud, defamation and
other claims. The total damages sought, including compensatory and punitive damages, exceed $10
million. Western does not believe the action will result in any material liability to Western.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders of Western Air Lines, Inc. was convened on October 13, 1983, for
the purpose of voting on ( i) an amendment to the Company's Certificate of Incorporation to increase the
authorized capital stock of the Company from 60,000,000 to 95,000,000 shares, and (ii) a proposal for the
adoption of an employee stock plan.
The above proposals were approved by the following votes: ( i) Increase of authorized capital
stock- 12,109,810 for, 769,910 against and 154,873 abstaining; (ii) Employee stock plan- 7,496,044 for,
695,270 against and 4,843,279 abstaining.
On November 10, 1983, 7,800,000 shares of common stock were placed into a trust for the employee
stock plan.
A meeting has been called for March 5, 1984 of the holders of the Company's 5% Convertible
Subordinated Debentures due 1993 ( the "Debentures") for the purpose of voting on a proposed
amendment to the indenture ( the "Indenture") pursuant to which the Debentures were issued, so as to
11
delete from such Indenture a restriction on the Company's ability to pay cash dividends on its capital stock,
and to reduce the price at which Debentures may be converted into Common Stock of the Company from
the current $7.71 per share to $6.50 per share (subject to any future adjustment pursuant to the anti-
dilution provisions of the Indenture). The Company has stated that subject to receiving approval of such
proposal, it presently intends, but has not committed, to pay the dividend arrearages on its $2.00 Series A
Preferred Stock (presently $4,785,080). The payment of such arrearages would depend on various
factors, including the Company's financial condition, capital requirements, earnings and terms of
financings.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of December 31, 1983, the 24,085,790 shares of outstanding Western common stock were held by
approximately 25,000 individuals and institutions, including 7,800,000 shares being held in trust under the
Employee Stock Plan (See Note 12 to Financial Statements). There were 1,196,270 shares of the
preferred stock outstanding held by approximately 1,200 individuals and institutions. The Common Stock
and Series A Preferred Stock are listed on the New York and Pacific Stock Exchanges. The following table
sets forth the high and low sale prices on the New York Stock Exchange as reported by the National
Quotation Bureau, Inc., for the periods indicated:
1982
1st quarter ...................................... .
2nd quarter .................................... .
3rd quarter ..................................... .
4th quarter ..................................... .
1983
1st quarter ..................................... ..
2nd quarter ................................... ..
3rd quarter .................................... ..
4th quarter., .................................. ..
Common Stock
High Low
5%
6
61/s
6
7
6
6
41/s
3
3
3
3
41/s
4
31/s
4
Series A
Preferred
Stock
High Low
16 10
15 8%
15 9
15 10
18 13
16 12
17 11 %
14 1 11/s
Because of continuing losses and restrictions or prohibitions in various loan agreements, the Company
has not paid dividends on its Common Stock since the third quarter of 1980. Resumption of dividends on
the Common Stock will depend upon the Company's earnings, financial condition, capital requirements
and terms of financings. The Company does not anticipate the payment of cash dividends on the Common
Stock in the foreseeable future.
Payments of quarterly dividends on the Company's $2.00 Series A Cumulative Convertible Preferred
Stock ( the "Series A Preferred Stock") have been omitted beginning the first quarter of 1982 and are
restricted by certain loan agreements. The total amount of the dividends in arrears at January 1, 1984 was
$4,785,080. If the Company does not pay such dividend arrearages, holders of preferred stock will have
the right to elect two additional members to the Company's Board of Directors at the annual meeting of
shareholders currently scheduled for May 10, 1984. So long as dividends remain in arrears on the Series A
Preferred Stock, no cash dividends may be paid on the Common Stock. See "SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS."
12
ITEM 6. SELECTED FINANCIAL DATA
( In millions except ratios and per share amounts)
The following financial information should be read in conjunction with the Financial Statements and
Notes thereto contained elsewhere herein.
Opera ting Information:
Year Ended December 31,
1983 1982 1981 1980 1979
Operating Revenues:
Passenger ............................................... $ 993.4 $ 925.8 $ 949.6 $ 887.9 $827.7
Cargo ..................................................... 72.2 68.0 62.9 63.8 61.2
Contract service and other .................... 77.0 71.5 47.3 44.0 43.2
Total operating revenues ............... 1,142.6 1,065.3 1,059.8 995.7 932.1
Operating Expenses:
Wages, salaries, and employee
benefits ............................................... 422.7 368.5( a) 403.4 384.2 356.6
Fuel ........................................................ 320.0 312.0 326.6 296.4 225.7
Other ...................................................... 456.3 415.6 395.8( b) 360.9 331.6
Total operating expenses ............... 1,199.0 1,096.1 1,125.8 1,041.5 913.9
Operating income (loss) ............... ( 56.4) ( 30.8) ( 66.0) ( 45.8) 18.2
Interest expense, net ...................................... ( 51.5) ( 46.7) ( 45.0) ( 38.5) (24.9)
Gain on asset dispositions and other
income, net ................................................ 11.6 14.0 18.2 35. l 46.1
Earnings (loss) before income taxes,
extraordinary item and
cumulative effect of a change in
accounting principle .......................... ( 96.3) ( 63.5) ( 92.8) ( 49.2) 39.4
Income taxes (benefits) ................................ (0.3) (3.6) ( 19.4) (19.6) ( 2.1)
Earnings (loss) before extraordinary
item and cumulative effect of a
change in accounting principle ......... ( 96.0) ( 59.9) ( 73.4) ( 29.6) 41.5
Extraordinary Item:
Gain on pension plan
terminations( c) ................................. 41.5 15.9
Net earnings (loss) ........................ $ ( 54.5) $ ( 44.0) $ ( 73.4) $ ( 29.6) $ 41.5
- -
Earnings (Loss) per Common Share:
Primary:
Before extraordinary item ............. $ ( 6.22) $ ( 4.78) $ ( 5.81) $ (2.46) $ 2.99
Net earnings (loss) ........................ ( 3.60) ( 3.56) ( 5.81) ( 2.46) 2.99
Fully Diluted:
Before extraordinary item ............. (d) (d) (d) (d) 2.31
Net earnings (loss) ........................ (d) (d) (d) (d) 2.31
Cash dividends paid per share of Common
Stock( e) .................................................... 0.25 0.40
13
Balance Sheet Information:
At December 31,
1983 1982 1981 1980 1979
Current assets ................................................ $197.2 $168.7 $167.2 $191.1 $181.4
Property and equipment- net.. .................... 595.0 634.8 662.4 718.8 634.6
Total assets .................................................... 812.2 808.6 834.6 917.0 821.4
Current liabilities .......................................... 262.7 284.1 278.4 246.5 211.4
Long-term obligations less current
installments ............................................... 437.9 411.5 401.9 435.1 318.3
Shareholders' equity ..................................... 86.7 77.6 121.7 197.3 232.6
(a) During the third quarter of 1982 actuarial assumption changes to pension plans were made reducing
the net loss by $4.2 or $0.32 per share (primary) for the third quarter and first nine months of 1982
and by $7.2 or $0.55 per share (primary) for the year 1982.
( b) Effective January 1, 1981, Western revised its procedures for recognizing commission expense to more
closely identify the expense with the period in which the related revenue is recognized. This change
reduced the 1981 net loss by $3.3 or $0.26 per share (primary).
( c) See Note 4 to Financial Statements.
( d) Fully diluted earnings per share amounts are equal to primary because the inclusion of the assumed
exercise of stock options and warrants and conversion of convertible securities would be anti-dilutive.
( e) The Company does not anticipate the payment of cash dividends on its Common Stock in the
foreseeable future. See "MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS."
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Years Ended December 31, 1983, 1982 and 1981
Despite a significant improvement in the third and fourth quarters of 1983 compared to 1982,
Western reported a higher operating loss for the year 1983 and a net loss for the fourth consecutive year.
Operating income for the second half of 1983 was $2.8 million, a $19.6 million improvement from the
1982 second half. This improvement, however, was more than offset by a $45.2 million increase in the first
half operating loss compared to the 1982 first half, resulting in the operating loss for the year increasing to
$56.4 million in 1983 from $30.8 million in 1982.
During 198 l Western responded to its losses by reducing ASMs. However, operating expenses and
unit costs continued to rise. In 1982 management embarked on a rebuilding program that resulted in an
extensive route realignment and creation of a connecting hub at Salt Lake City beginning May l, 1982.
The major objectives of the program were to create a system that would enable Western to control a
greater share of the travel emanating from cities served and increase utilization of existing resources.
In 1982 Western's total operating expenses decreased 2.6 percent from 198 l levels despite a 4.3
percent increase in ASMs and a four percent increase in traffic. Although the Company lowered its unit
costs through increased flying, the gain in passenger traffic was obtained in part from selling Western 's
product at a lower price. Yield ( revenue per passenger mile) declined to $.1042 in 1982, down 6.4 percent
from 1981. Passenger revenue declined slightly as the four percent increase in traffic was more than offset
by lower yield. The decline in yield resulted from a greater proportion of passengers traveling on discount
fares and greater discounts in those fares, both due to increased fare competition.
The 2.5 percent decline in passenger revenue in 1982 was offset by a 51.3 percent rise in contract
service and other revenues, primarily for services provided to other airlines. Total revenues, therefore, rose
slightly. The revenue increase, combined with the decline in operating expenses, reduced the operating
loss from $66.0 million in 198 l to $30.8 million in 1982.
Significant factors in 1982 operating expenses include the following:
During early 1982 Western obtained pay cuts and/or productivity improvements from most
of its employee groups and reduced the number of employees. These actions caused a decrease
in wages, salaries and employee benefits, despite increased ASM production.
Certain actuarial assumptions were changed in 1982 for some of the Company's pension
plans, causing an additional $7.2 million reduction in labor expense.
Fuel expense declined four percent in 1982 due to price reductions that more than offset a
two percent increase in consumption.
Other operating expenses included costs such as commissions, food and beverage, aircraft
and ground equipment rentals, advertising, aircraft maintenance and expenses related to contract
services provided to other aircraft operators. Contract service expenses increased $13. 9 million in
1982, while related revenues rose 126 percent from $20.5 million to $46.4 million.
The disastrous fare wars that began in mid-1982 continued into the first half of 1983. At the same
time, Western's operating costs increased, primarily due to the significant expansion begun in May 1982.
Higher traffic was obtained in part by selling Westem's product at a lower price and therefore failed to
produce a revenue increase sufficient to cover the increased operating costs. The operating loss increased
from $14. l million for the first half of 1982 to $59.2 million in the same 1983 period.
During the second half of 1983, Westem's new management began to redirect the Company's efforts
toward the business traveler and took other steps designed to return the carrier to profitability.
15
Major areas of emphasis included: ( i) implementation of a "Partnership Plan," including cash wage
concessions from each of the Company's domestic labor groups in return for establishment of an employee
stock plan, a cash profit sharing plan and the right to name two nominees for election to the Board of
Directors; (ii) strengthening the Salt Lake City hub and developing Los Angeles International Airport as a
more effective second hub to feed Hawaii, Canada and Mexico; (iii) focusing scheduling and marketing
efforts to attract the frequent business traveler; (iv) adjusting capacity to meet seasonal fluctuations in
demand; ( v) emphasizing short-haul narrow body aircraft suitable for the hub-and-spoke system; (vi)
establishing more effective revenue and yield management systems; and (vii) instituting improved cost
control measures.
Certain of these steps, combined with the general economic recovery, resulted in a significant yield
increase compared to the second half of 1982 and the first half of 1983, with only a slight decrease in load
factor. Revenues rose eight percent from the 1982 second half, while operating expenses were up only 4.4
percent, and Western recorded an operating profit for the second half for the first time since 1978.
For the year 1983, Westem's capacity (ASMs) rose 10.1 percent, while traffic ( RPMs) rose only 5.9
percent. Load factor declined to 56.5%, the lowest level since 1971. The significant yield increases in the
second half of 1983 resulted in a slightly higher yield for the year ($.1055 vs. $.1042). Revenue rose 7.3
percent. Although unit costs ( cost per ASM) declined from $.0725 to $.0720, total operating costs rose 9.4
percent due primarily to increased flying and higher labor rates. Some of the wage concessions obtained in
early 1982 expired in early 1983. New wage concessions were obtained from all domestic labor groups
beginning in October and November 1983.
Increased flying,. combined with institution of service to several cities not previously served, required
additional employees in 1983. Fuel expense and other operating expenses also rose as a result of the
increased flying and higher traffic levels. Fuel expense rose only 2.6 percent, as lower prices substantially
offset a 10.6 percent increase in fuel used. Other operating expenses rose 12.2 percent, reflecting significant
increases in ground handling services purchased from other airlines, landing fees, rents, maintenance, food
and beverage, commissions to travel agents, and crew travel expenses.
Interest expense rose I 0.4 percent, reflecting both higher debt levels and higher rates resulting from
the Company's refinancing activities.
Gains on asset dispositions were $16. 9 million, $7.4 million and $9.0 million in 1981, 1982 and 1983,
respectively.
Termination of certain pension plans resulted in extraordinary gains of $15. 9 million and $41.5
million in 1982 and 1983, respectively.
Liquidity and Capital Resources
Liquidity
Westem's cash and cash equivalents totalled $46.3 million at December 31, 1983, down from $47.4
million at December 31, 1982, and up from $24.1 million at December 31, 1981. The Company's working
capital deficit was $65.5 million at December 31, 1983, down from $115.4 million at December 31, 1982,
partly as a result of refinancings completed in 1983 ( which resulted in net cash proceeds to the Company
of approximately $35 million). Westem's cash balances fluctuate significantly from day to day, and have
been significantly reduced since December 31, 1983 due to operating losses. Because airlines typically
have no product inventories and revenues are generated principally by utilizing long-term assets, minimal
or negative working capital balances are not uncommon. Since mid-1981 cash generated from operations
has not been sufficient to fund debt repayment. However, Western has made all debt repayments by
supplementing cash from operations with cash from other sources.
In order to maintain liquidity during 1981, I 982 and I 983, Western sold certain assets, terminated
certain pension plans, deferred progress payments on aircraft purchase contracts and instituted new
borrowing and financing arrangements. The most significant of these transactions were as follows:
In December 1981 Western sold two Boeing 737 aircraft for $11 million and leased back the
aircraft.
16
In April 1982 Western (a) sold for $21 million the conditional sales contracts covering an
earlier sale of two DC-10 aircraft, and ( b) terminated a pension plan and received $15.9 million
in cash.
During December 1982 Western sold privately $12.5 million principal amount of 12 percent
convertible subordinated debentures due December 1992. These debentures are convertible into
Common Stock at $5.35 per share, subject to adjustment in certain cases. Interest is payable
semiannually.
In December 1982 Western entered into a term loan and security agreement to borrow $33.4
million from an affiliate of an aircraft manufacturer. At the same time, Western placed an order
for three 73 7-300 aircraft and utilized $3 million of the proceeds as deposits for those aircraft.
The balance of this loan at December 31, 1983, was $7.4 million after prepayment of $21.9
million in conjunction with a public offering in December 1983. The interest rate is two percent
above the London InterBank Offered Rate ("LIBOR"). Notes under this agreement are secured
by certain spare engines and ground equipment.
In January 1983 Western entered into a $30 million revolving credit agreement with a group
of financial institutions. Upon signing the agreement and drawing down $20 million, Western
paid a fee of of one percent of the commitment and issued warrants to purchase 696,774 shares
of Common Stock at $5.40 per share subject to adjustment. This agreement ter~inated and
borrowings under the agreement were repaid in June 1983. At December 31, 1983, after
adjustment, 709,921 warrants were outstanding, convertible into Common Stock at $5.30 per
share.
In January 1983 the Company terminated a pension plan and received $33.4 million in cash
during the year.
In early 1983 the Company sold to another carrier its leasehold interest in passenger facilities
at Denver's Stapleton International Airport for $9 million.
In June 1983 the Company completed a units offering consisting in the aggregate of $90
million principal amount 10% Senior Secured Trust Notes due June 15, 1998, 3,240,000 shares
of Common Stock and warrants to purchase an additional 9,000,000 shares of Common Stock.
The net proceeds of approximately $84 million were used in part to prepay $78 million of debt,
including $20 million drawn down under the $30 million revolving credit agreement. Approxi-
mately $55 million of the debt prepaid would have become due within twelve months from the
date of prepayment. The prepayment of debt allowed release of related collateral.
In conjunction with the units offering, Western obtained an agreement from the aircraft
manufacturer to which $14.9 million in advance deposit payments were due during the period
August 1983 through June 1984 to finance payment of such deposits through the manufacturer
until after June 1984. In November 1983 Western obtained agreement to further delay net cash
disbursements for the above deposits and an additional $10.4 million of deposit payments due
during the period July 1984 through September 1984 by financing them through the manufac-
turer until after September 1984.
In September 1983 Western entered into a credit facility to provide it with a revolving line of
credit of $22 million through August 31, 1984. Borrowings under the agreement bear interest at
H's percent above a fluctuating base rate and are secured by a first lien on certain aircraft and
spare parts with an appraised value of approximately 250 percent of the maximum amount
available under the credit line and a junior lien on certain other collateral. Western has not
drawn down any amounts under the credit agreement. Except to the extent the Company elects
to extend this credit line, as set forth below, all outstanding borrowings thereunder must be
repaid by August 31, 1984, and such repayment and termination of the agreement would release
collateral with an appraised market value at April 1, 1983, of $47 million.
17
In December 1983 the Company's lenders agreed to extend the credit agreement beyond August 31,
1984, to provide an $11 million revolving line of credit through June 30, 1985. As a condition to extension
of the agreement, the Company issued to the lenders 10 year warrants to purchase 819,000 shares of
Common Stock at a purchase price per share of $5.16, subject to adjustment. Such warrants are not
exercisable prior to September 1, 1984, and will terminate if the Company elects not to extend the credit
agreement. If the Company elects to extend the credit agreement, all outstanding borrowings in excess of
$11 million at August 31, 1984, must be repaid on such date and no collateral will be released.
In December 1983 the Company also completed an offering of $65 million principal amount
of 14% Senior Secured Convertible Notes due December 1, 1998. These notes are convertible
into Common Stock at $5.16 per share, subject to adjustment, and require an annual sinking fund
payment of $6.5 million starting December 1, 1989. The net proceeds of approximately $61
million were used in part to prepay $29 million of debt. The prepayment of debt allowed release
of related collateral.
The airline industry in general has recently experienced a reluctance on the part of the industry's
traditional lenders to make further commitments to provide working capital or finance capital ex-
penditures.
Western's financial resources are not as great as those of certain of its competitors and, therefore,
adverse economic developments that can be absorbed by companies with greater resources might
substantially affect the ability of Western, with its more limited resources, to meet its obligations.
Financial Covenants
The credit agreement previously described and a related collateral agreement which also covers other
indebtedness of the Company contain two principal financial covenants. One covenant requires the
maintenance of adjusted net worth ( defined as tangible net worth plus the long-term portion of
subordinated indebtedness) of not less than $45 million prior to September 30, 1985, and increasing to
$200 million by October 1989. The second covenant requires that the ratio of debt ( defined to include
lease obligations and other liabilities but excluding the long-term portion of subordinated indebtedness) to
adjusted net worth cannot exceed eleven to one prior to September 30, 1985, and declining to a ratio of
three to one by October 1989. As of December 31, 1983, the Company had adjusted net worth of $104.1
million and debt of $451.3 million, and the debt ratio described above was 4.33 to one. The credit
agreement also places restrictions on the payment of dividends by Western. In addition, the collateral
agreement requires Western to maintain certain specified levels of collateral coverage during the period
from July 1, 1984 to June 30, 1995. Since substantially all of Western's property and equipment is subject
to liens, failure to maintain collateral at such specified levels could result in unscheduled cash payments by
Western.
In the future, if Western were unable to comply with covenants under its loan agreements and waivers
of lenders were not obtained, the Company could be declared in default under those loan agreements. In
such event, the lenders would have the right to exercise legal remedies against the Company, including
accelerating the payment of the principal amount of the loans and seeking to foreclose on or otherwise
obtain possession of substantially all of the Company's assets.
Capital Resources
In order to expand operations at its Salt Lake City hub, Western leased two new Boeing 737-200
aircraft in December 1982 for a term of 12 years with options to extend the lease and/or purchase the
aircraft. Western leased two additional used Boeing 737-200 aircraft in 1983 from another airline for a
term of three years with an option to extend for an additional year.
At December 31, 1983 Western had on order from the manufacturer three Boeing 737-300 aircraft for
delivery in 1985 and six Boeing 767 aircraft for delivery in 1986. In January 1984 Western cancelled
orders for the six Boeing 767 aircraft and placed new orders for six Boeing 737-200 aircraft for delivery in
the fourth quarter of 1984, six Boeing 737-300 aircraft for delivery in 1986 and 1988, and six Boeing 737-
200 aircraft for delivery in 1987. The purchase price of all aircraft on order is approximately $460 million,
of which $25.0 million is already on deposit. There can be no assurance that long-term secured debt or
lease financing will be available to finance these acquisitions. See Note 3 to Financial Statements.
18
ITEM 8. FINANCIAL STATEMENTS
ACCOUNTANTS'REPORT
The Board of Directors
Western Air Lines, Inc.:
We have examined the balance sheets of Western Air Lines, Inc. as of December 31, 1 983 and 1982
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, 1983. 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 connection with
our examinations of the financial statements, we have also examined the supporting schedules as listed in
the index located elsewhere in this Form 10-K.
In our opinion, the aforementioned financial statements present fairly the financial pos1t1on of
Western Air Lines, Inc. at December 31, 1983 and 1982 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, 1983, in conformity
with generally accepted accounting principles applied on a consistent basis. Also in our opinion, the
related supporting schedules, when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth therein.
Los Angeles, California
February 15, 1984
PEAT, MARWICK, MITCHELL & CO.
19
WESTERN AIR LINES, INC.
BALANCE SHEETS
( In thousands of dollars)
ASSETS
Current Assets:
Cash and cash equivalents ............................................................................. .
Receivables (less allowance for doubtful accounts of $8, 758-1983 and
$3,491-1982) ........................................................................................... .
Flight equipment expendable parts at average cost ( less allowance for
obsolescence of$17,073-1983 and $16,364-1982) .............................. .
Prepaid expenses ............................................................................................ .
Other current assets ........................................................................................ .
Total current assets ................................................................................. .
Property and Equipment at Cost:
Flight equipment. ........................................................................................... .
Facilities and ground equipment.. ................................................................. .
Deposits on equipment purchase contracts ................................................... .
Less accumulated depreciation and amortization ........................................ .
Other Assets ........................................................................................................... .
See accompanying Notes to Financial Statements.
20
$
December 31,
1983
46,336
91,019
21,238
34,957
3,648
197,198
851,831
144,915
35,108
1,031,854
436,879
594,975
I 9,991
$
1982
47,350
82,667
21,362
14,000
3,366
168,745
850,957
140,471
27,017
1,018,445
383,691
634,754
5,137
$ 812, 164 $ 808,636
WESTERN AIR LINES, INC.
BALANCE SHEETS
( In thousands of dollars)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current installments of debt .......................................................................... .
Current installments of capital leases ............................................................ .
Notes payable ................................................................................................ .
Accounts payable ........................................................................................... .
Airline traffic liability ..................................................................................... .
Salaries, wages and vacation benefits payable ............................................. .
Other current liabilities .................................................................................. .
Total current liabilities ........................................................................... .
Long-term Obligations, Less Current Installments:
Debt ................................................................................................................ .
Capital leases ................................................................................................. .
Deferred Credits and Other Liabilities:
Deferred taxes on income .............................................................................. .
Deferred gain on sale and lease-back of aircraft .......................................... .
Other ............................................................................................................... .
Shareholders' Equity:
Preferred stock- authorized 25,000,000 shares, $2 Series A Cumulative
Convertible, $25 stated value per share. Liquidation preference at
stated value plus accrued and unpaid dividends, outstanding
1,196,270 shares-1983, and 1,196,870 shares-1982 ............................. .
Common stock-authorized 70,000,000 shares, $1 par value per share,
outstanding 24,085,790 shares-1983 and 13,043,746 shares- 1982 ..... .
Additional paid-in capital .............................................................................. .
Retained earnings (deficit) ........................................................................... .
Commitments and Contingent Liabilities
See accompanying Notes to Financial Statements.
21
December 31,
1983 1982
$ 30,958 $ 43,038
12,353 9,406
3,642 13,109
63,890 61,189
78,822 89,821
43,090 40,363
29,971 27,191
262,726 284,117
337,424 300,671
100,429 l 10,856
437,853 411,527
10,328 10,747
4,667 7,001
9,930 17,599
24,925 35,347
29,907 29,921
24,086 13,044
83,533 31,061
(50,866) 3,6 19
86,660 77,645
$812,164 $808,636
WESTERN AIR LINES, INC.
STATEMENTS OF OPERATIONS
(In thousands of dollars except per share amounts)
Year ended December 31,
1983 1982 1981
Operating Revenues:
Passenger .................................................................................. $ 993,428 $ 925,735 $ 949,576
Cargo ........................................................................................ 72,195 68,020 62,983
Contract service and other ....................................................... 76,939 71,515 47,282
1,142,562 1,065,270 1,059,841
Operating Expenses:
Wages, salaries, and employee benefits .................................. 422,741 368,503 403,428
Fuel .......................................................................................... 319,980 311,999 326,606
Depreciation and amortization ............................................... 59,379 61,751 63,632
Other ......................................................................................... 396,834 353,815 332,129
1,198,934 1,096,068 1,125,795
Operating loss ................................................................... (56,372) (30,798) (65,954)
Other Income (Expenses):
Interest, principally on long-term obligations ......................... (54,542) (49,195) (49,836)
Interest capitalized ................................................................... 2,977 2,508 4,805
Interest income ......................................................................... 2,480 5,604 4,641
Gain on disposition of property and equipment.. ................... 8,956 7,385 16,869
Other, net ................................................................................. 166 994 (3,333)
(39,963) (32,704) (26,854)
Loss before income taxes and extraordinary item .......... (96,335) (63,502) (92,808)
Income taxes (benefits) .................................................................. (330) (3,556) (19,408)
Loss before extraordinary item ........................................ (96,005) (59,946) (73,400)
Extraordinary Item:
Gain on pension plan terminations ......................................... 41,520 15,930
Net loss ............................................................................. $ (54,485) $ (44,016) $ (73,400)
Loss per Common Share:
Before extraordinary item ........................................................ $ ( 6.22) $ ( 4. 78) $ ( 5.81)
Extraordinary item ................................................................... 2.62 1.22
Net loss ..................................................................................... $ ( 3.60) $ ( 3.56) $ ( 5.81)
See accompanying Notes to Financial Statements.
22
WESTERN AIR LINES, INC.
STATEMENTS OF CHANGES IN FINANCIAL POSITION
( In thousands of dollars)
Year ended December 31,
1983 1982 1981
Sources of Working Capital:
Loss from operations, exclusive of extraordinary item ................. . $( 96,005) $( 59,946) $( 73,400)
Add (Deduct) Items Which did not Affect Working Capital:
Depreciation and amortization .............................................. . 58,348
Def erred income taxes ........................................................... . (419)
Gain on disposition of property and equipment ................... . (8,956)
Other ....................................................................................... . (2,977)
Total provided (used) by operations exclusive of
extraordinary item ...................................................... . (50,009)
Extraordinary item ......................................................................... . 41,520
Portion of extraordinary item which did not affect working
capital ................................................................................. . (7,897)
Total provided by extraordinary item ........................... . 33,623
Total provided (used) by operations ............................ . (16,386)
Proceeds from issuance of long-term obligations ......................... . 123,928
Proceeds from disposition of property and equipment ................ . 10,290
Proceeds from issuance of common stock and warrants .............. . 31,325
Proceeds from issuance of common stock to Employee Stock
Plan ............................................................................................. . 32,175
Reimbursement of deposits and capital expenditures upon
acquisition of flight equipment .................................................. .
Reclassification of pension plan liabilities to long-term liabilities
Other, net ....................................................................................... .
Total sources.................................................................... 181,332
Applications of Working Capital:
Reduction ~f l.o.n.g-term obligations including transfers to
current hab1hues ........................................................................ . 97,623
Purchase of and deposits on property and equipment ................. . 16,382
Cash dividends on preferred stock ................................................ .
Debt issue costs .............................................................................. . 7,735
Other, net ....................................................................................... . 9,748
Total applications ........................................................... . 131,488
Increase (decrease) in working capital ......................... . $ 49,844
Summary oflncreases (Decreases) in Working Capital:
Cash and cash equivalents ............................................................. . $ ( 1,014)
Receivables, net ............................................................................. . 8,352
Flight equipment expendable parts, net ....................................... . (124)
Prepaid expenses ........................................................................... . 20,957
Other current assets ........................................................................ . 282
Current installments of debt .......................................................... . 12,080
Current installments of capital leases ............................................ . (2,947)
Notes payable ................................................................................ . 9,467
Accounts payable ........................................................................... . (2,701)
Airline traffic liability ..................................................................... . 10,999
Salaries, wages and vacation benefits payable ............................. . (2,727)
Other current liabilities .................................................................. . (2,780)
Increase (decrease) in working capital ......................... . $ 49,844
See accompanying Notes to Financial Statements.
23
59,968
(432)
(7,385)
(2,508)
(10,303)
15,930
( 51)
15,879
5,576
62,986
9,269
7,218
85,049
53,349
30,933
4,898
89,180
$ (4,131)
$ 23,293
(26,856)
409
4,761
( 41)
(16,388)
(1,444)
6,891
15,315
(8,815)
1,475
(2,731)
$ (4,131)
61,780
(18,617)
(16,869)
(4,005)
(51 ,111)
(51,111)
73,212
61 ,208
15,457
4,000
102,766
106,400
49,810
2,394
158,604
$( 55,838)
$( 10,281)
(12,336)
(5,955)
5,006
( 385)
(2,894)
( 779)
(20,000)
(17,539)
9,052
1,786
(1,513)
$( 55,838)
WESTERN AIR LINES, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended December 31, 1983, 1982 and 1981
(In thousands of dollars)
Series A Additional
Preferred Common Paid-in
Stock Stock Capital
Balance at December 31, 1980 ..................... $29,923 $13,031 $30,963
Exercise of stock options ....................... 12 90
Conversion of debentures ..................... 9
Cash dividends on preferred stock .......
Net loss ..................................................
Balance at December 31, 1981 ..................... 29,923 13,044 31,062
Other items ............................................ (2) (1)
Net loss ..................................................
Balance at December 31, 1982 ..................... 29,921 13,044 31,061
Conversion of preferred stock ............... (14) 13
Conversion of debentures ..................... 1 4
Issuance of common stock .................... 3,240 14,580
Issuance of warrants .............................. 13,500
Issuance of common stock under
Employee Stock Plan ........................ 7,800 24,375
Net loss ..................................................
Balance at December 31, 1983 ..................... $29,907 $24,086 $83,533
See accompanying Notes to Financial Statements.
24
Retained Total
Earnings Shareholders'
(Deficit) Equity
$123,429 $197,346
102
10
(2,394) (2,394)
(73,400) (73,400)
47,635 121 ,664
(3)
(44,016) (44,016)
3,619 77,645
5
17,820
13,500
32,175
(54,485) (54,485)
$( 50,866) $ 86,660
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS
(In thousands of dollars except per share amount
Note 1. Summary of Significant Accounting Policies
Property and Equipment
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 amortized over the life of
the lease by the straight-line method. The estimated useful lives and residual values of owned aircraft are
as follows:
Estimated
Aircraft Useful Residual
Type Life Value
DC-10 16 years 10%
727 15 years 15%
737 14 years 15%
Estimated useful lives of ground equipment range from four to ten years. Buildings and
improvements on leased property are generally depreciated over the life of the lease. Amortization
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 Flight Equipment Expendable Parts
An allowance for obsolescence of expendable parts is accrued over the estimated useful lives of the
related aircraft types.
Revenue Recognition
Passenger sales are recorded as airline traffic liability, a current liability, until recognized as revenue as
services are provided by Western, refunded, or billed by other carriers for transportation provided
by them.
Cargo and contract service and other revenues are recognized as services are provided and billed.
Reclassifications
Certain amounts in the 1982 and 1981 financial statements have been reclassified to conform to the
1983 presentation.
Note 2. Lease Commitments
Western leases certain flight equipment and facilities and ground equipment. Lease terms for flight
equipment are 11 to 15 years for 727 aircraft, 2 to 12 years for 737 aircraft, and 15 to 18 years for
25
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 2. Lease Commitments- (Continued)
DC-10 aircraft. Lease terms for facilities and ground equipment range up to 29 years. Equipment under
capital leases included in the balance sheets at December 1983 and 1982 were as follows:
Flight equipment ..................................................... .
Ground equipment .................................................. .
Less accumulated amortization ............................... .
1983
$159,306
159,306
75,570
$ 83,736
1982
$159,306
2,006
161,312
66,620
$ 94,692
At December 31, 1983 minimum lease payments under leases expiring after December 31, 1984 were
as follows:
1984 .......................................................................... .
1985 .......................................................................... .
1986 .......................................................................... .
1987 .......................................................................... .
1988 .......................................................................... .
Thereafter ................................................................ .
Total minimum lease payments .............................. .
Less amount representing interest.. ................. .
Present value of capital lease obligations ............... .
Less current installments of capital leases ...... .
Long-term capital lease obligations ........................ .
Capital
Leases
$ 19,678
19,624
19,630
19,552
19,741
90,581
188,806
79,864
108,942
8,513
$100,429
Operating
Leases
$ 23,910
21,263
18,388
16,104
15,172
124,995
$219,832
Rental expense for operating leases amounted to $38,165, $33,222, and $25,967 in 1983, 1982, and
1981, respectively.
Note 3. Commitments and Contingent Liabilities
At December 31, 1983 Western had on order from the manufacturer three Boeing 737-300 aircraft for
delivery in 1985 and six Boeing 767 aircraft for delivery in 1986. Western recorded deposits on these
orders which amounted to $35,108 as of December 31, 1983 including capitalized interest of $10,071.
In January 1984 Western cancelled the orders for the six Boeing 767 aircraft and placed new orders
for six Boeing 737-200 aircraft for delivery in the fourth quarter of 1984, six Boeing 737-300 aircraft for
delivery in 1986 and 1988, and six Boeing 737-200 aircraft for delivery in 1987. The purchase price of all
aircraft on order is approximately $460 million, of which $25.0 million is already on deposit.
26
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3. Commitments and Contingent Liabilities- (Continued)
Payments due under existing purchase commitments for aircraft and ground properties and
equipment during the five years ending December 31, 1988 ( after reflecting the cancellations and new
aircraft orders in January 1984) are:
1984
1985 ....................................................... .
1986
1987
1988
$116,057
72,854
87,573
107,743
61,327
$445,554
In April 1982 Western sold certain receivables to Associates Commercial Corporation ("Associates")
which had been received in connection with the sale in 1981 of two DC- IO aircraft. If the buyer of the
aircraft defaults under the agreement with Associates, Western would be obligated to take over payment to
Associates of the balance of the receivables, after which Western would have the right under the
agreement to take title to and possession of the related aircraft. The buyer's most recent lessee of those
aircraft filed for protection under Chapter 11 of the federal bankruptcy laws in late 1983, and the buyer
has not realized any revenue from those aircraft since then. However, the buyer has remained current in its
payments to Associates. The balance of the receivables at December 31, 1983 was $18,347. See Note 10.
For information regarding the status of legal proceedings at December 31 , I 983, see "LEGAL
PROCEEDINGS" elsewhere in this Form 10-K.
Note 4. Retirement Plans
Western has retirement plans which cover substantially all employees. Western's contributions to the
Company-sponsored plans, together with the participants' required contributions, are sufficient to fund
current service costs annually and prior service costs over ten to twenty years. Actuarial gains and losses
are amortized over ten-year periods. Western assumes an eight percent rate of return in determining the
actuarial present value of accumulated plan benefits.
Western participates in a collectively bargained multi-employer pension plan covering its
IBT-represented employees and is, therefore, subject to the provisions of the Multi-employer Pension Plan
Amendments Act of I 980. Under this complex law, the union plan's Board of Trustees, as sponsor, is
required to obtain an actuarial valuation of the present value of vested and nonvested accumulated plan
benefits. Western has been advised that its share of the liability for unfunded vested benefits in this plan is
not available. 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 follows:
Actuarial Present Value of Accumulated Plan Benefits:
Vested ........................................................................ .
Nonvested ................................................................. .
Net assets available for benefits ....................................... .
27
1983
$31,30 I
4,207
$35,508
$38,208
January 1,
1982 1981
$120,550 $140,331
9,212 11,984
$129,762 $152,315
$132,959 $163,995
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4. Retirement Plans- (Continued)
The amounts in the table above for 1983 do not include information regarding a defined benefit
retirement plan for pilots, which Western terminated during the first quarter of 1983. The termination
allowed Western to recover that portion of excess funds in the plan which related to Company
contributions. Elimination of a deferred credit related to the plan of $8,115 and cash proceeds of $33,405
resulted in a gain of $41,520 ( $2.62 per share) for the year ended December 31, 1983. The gain is
reported as an extraordinary item. In conjunction with terminating the defined benefit retirement plan,
Western made increased contributions to the defined contribution retirement plan for pilots in 1983.
Western has pledged certain assets to secure its obligations regarding other employee benefits for pilots.
The amounts in the table above for 1983 and 1982 do not include information regarding a defined
benefit retirement plan for non-union employees, which Western terminated during the second quarter of
1982. The termination allowed Western to recover excess funds, and as a result recognize $15,930 ($1.22
per share) as Other Income for the year ended December 31, 1982. This gain has been reclassified to an
extraordinary item to conform to the 1983 presentation. The Company subsequently adopted a new,
defined contribution, pension plan for non-union employees.
The cost of the retirement plans, including the union-sponsored plan, charged to operating expense
was $27,578, $18,802, and $34,711 for 1983, 1982, and 1981, respectively. These costs included
amortization of prior service costs over periods ranging from 10 to 20 years for certain of the plans.
Actuarial assumption changes to pension plans during 1982 decreased the retirement plan expense.
Western adopted recommendations by its actuaries to revise the assumed rate of return used in
determining the actuarial present value of accumulated plan benefits from six to eight percent. The effect
of this and other changes decreased operating expense for the year by $7,173 ($0.55 per share). A further
decrease of $6,486 ( $0.50 per share) was caused by the termination of the retirement plan for non-union
employees and a temporary reduction in Company contributions to a pilots' defined contribution
retirement plan.
Note 5. Income Taxes
Income taxes are summarized as follows:
Current:
Federal ............................................... .
State .................................................... .
Deferred:
Provision ............................................. .
Operating loss carryforward .............. .
Investment credits .............................. .
Amortization of deferred investment
credits ..................................................... .
1983
$ (111)
200
89
3,765
(4,184)
( 419)
$ ( 330)
1982 1981
$(3,124) $
( 791)
(3,124) (791)
(2,290) (12,974)
1,964 (5,091)
71
(255) (18,065)
( 177) (552)
$( 3,556) $( 19,408)
Under applicable law, investment credits could be applied against 80 percent of Federal income tax
liabilities in 1981 and 90 percent of the liability in 1982. The Tax Equity and Fiscal Responsibility Act of
1982 reduced the application to 85 percent for 1983 and beyond.
28
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 5. Income Taxes-(Continued)
Deferred income taxes arise from timing differences between financial and tax reporting. The effects
of these differences on income taxes are as follows:
Depreciation and amortization ........................................ .
Sale of tax benefits ............................................................ .
Capital leases .................................................................... .
Interest capitalized ............................................................ .
Employee benefits ............................................................. .
Gain on sale and leaseback of flight equipment.. ............ .
Other ................................................................................. .
1983
$ 1,349
(416)
1,334
326
1,074
98
$ 3,765
1982
$( 6,868)
72 l
1,464
717
1,074
602
$(2,290)
1981
$( 13,409)
2,560
(1,754)
l, 183
(847)
(707)
$( 12,974)
Reconciliations of income tax benefits at the United States statutory rate to the provision for income
taxes follow:
1983 1982 1981
Income taxes at the United States statutory rate .............. $(25,215) $(21,884) $( 42,692)
Increases (reductions) in taxes resulting from:
Effect of operating loss carryforward for which no
tax benefit may be recognized ............................... 24,796 (13,017) 24,490
Amortization of deferred investment credits ............ ( 177) (552)
Reversal of investment credits previously recog-
nized on flow-through method .............................. 29,362
State income taxes net of federal income tax benefit 200 (427)
Capital gains ............................................................... 4,798
IRS audit adjustments ............................................... (2,452)
Other ........................................................................... ( 111 ) (186) (227)
Income tax benefits ............................................................ $ (330) $ (3,556) $( 19,408)
Minimal tax benefits have been recognized for 1983 because, for financial reporting purposes,
virtually all benefits which could be recognized by offsetting deferred tax credits were recognized prior to
1983.
In 1981 Western intended to relinquish the right to carryback the 1981 net operating loss to offset
prior years' taxable income, since the Company's tax liability in those prior years had been substantially
eliminated by application of investment tax credits. During 1982 Western decided to carryback the 1981
loss to prior years and obtain a refund of the tax that had been paid. As a result, 1982 amounts shown
above reflect increased benefit of net operating losses, substantially offset by reversal of previously
recognized application of investment tax credits.
Net operating losses of $116,000 have not been utilized on tax returns. For income tax purposes,
$34,100 expires in 1995, $18,900 expires in 1997 and $63,000 expires in 1998. For financial statement
purposes, $77,000 of the carryforward has not been recognized of which $22,000 expires in 1997 and
$55,000 expires in 1998.
29
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 5. Income Taxes-(Continued)
Investment credits available to reduce future years' Federal income tax expense for financial and tax
purposes amount to $57,200 at December 31, 1983. For income tax purposes, available credits expire in
the following years:
1992 ..................................... .
1993 ..................................... .
1994 ..................................... .
1995 ..................................... .
$ 2,700
13,500
17,300
19,000
1996 ..................................... .
1997 ..................................... .
1998 ..................................... .
$ 2,200
600
1,900
In November 1981 tax benefits were sold under the provisions of the Economic Recovery Tax Act of
1981. The gain of $5,565 resulting from this sale is included in Other Income (Expenses) in the statements
of operations.
Note 6. Debt and Pledged Assets
Long-term debt is comprised of:
9.55% equipment trust certificates due May 1, 1993, with semi-annual
principal payments of $3,349 ................................................................... .
10% equipment trust certificates due April 1, 1994, with quarterly
principal payments of $1,000 ................................................................... .
Floating-rate equipment trust certificates due June 30, 1995 ( interest rate
10.8% at December 31, 1983 ), with semi-annual principal payments of
$2,609 ........................................................................................................ .
13.2 9% installment notes due May 1, 1995, with semi-annual principal
payments of$1,100 ................................................................................... .
Installment note due October 31, 1987 ........................................................ .
Floating-rate bank notes due September 1, 1985 with quarterly principal
payments of $2,000 ................................................................................... .
Floating-rate insurance installment notes due September 1, 1984 with
annual principal payments of $7,000 ....................................................... .
7% installment notes due May 4, 1986, with semi-annual principal
payments of $352 ...................................................................................... .
Floating-rate note payable to manufacturer due February, 1985 with
monthly installments of $1,500 starting in October, 1984 ...................... .
Deferred deposits with manufacturer, interest at prime rate plus % ....... .
8% installment note due November 16, 1985 ........................................... .
10% senior secured trust notes due June, 1998-net of $31,053
unamortized discount at December 31, 1983, with annual sinking fund
payments of$9,000 starting June 15, 1989 .............................................. .
14% senior secured convertible notes due December 1, 1998, with annual
sinking fund payments of $6,500 starting December 1, 1989 ................. .
5% convertible subordinated debentures due February 1, 1993, with
annual sinking fund payments of $1,500 ................................................. .
12% convertible subordinated debentures due December 1992 ................. .
10% subordinated sinking fund notes due April 15, 1984 .......................... .
Less current installments .............................................................................. .
December 31,
1983
$ 63,638
40,992
55,073
25,300
*
*
*
*
7,350
11,750
*
58,947
65,000
20,995
12,500
6,837
368,382
(30,958)
$337,424
$
1982
72,609
44,992
60,000
27,500
2,752
22,000
14,000
2,461
33,400
11 ,257
9,217
22,500
12,500
8,521
343,709
(43,038)
$300,671
* Prepaid upon issuance of 10% senior secured trust notes or 14% senior secured convertible notes.
30
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6. Debt and Pledged Assets- (Continued)
During 1982 Western entered into a term loan and security agreement to borrow $33,400 from an
affiliate of an aircraft manufacturer. In December 1983, Western prepaid $21 ,875 in conjunction with the
issuance of the 14% senior secured convertible notes. After such prepayment, the term loan requires
payments totalling $4,500 in the fourth quarter of 1984 with the remaining balance payable in the first
quarter of 1985. The interest rate is the LIBOR rate plus 2 percent. In addition to the scheduled term loan
payments, an additional interest payment to the lender is due March 28, 1989 equal to 15 percent of the
proceeds from the sale of three 727 and three 737 aircraft and installed engines or 15 percent of the fair
market value of such aircraft and engines as of that date. This loan may be prepaid at any time without
premium or penalty. These term notes are currently secured by four spare engines and ground equipment.
The 12% convertible subordinated debentures are convertible into 2,336,449 shares of Common Stock
at $5.35 per share, subject to adjustment in certain cases, and mature in ten years. Interest is payable semi-
annually.
Notes payable at December 31 , 1983, consisted of loans payable to three financial lending institutions.
These notes are secured by Western's Universal Air Travel Card, air freight, and Western Travelcard
receivables, which total $17,659 at December 31 , 1983. Under these agreements Western can borrow, up
to a limit, a percentage of the receivable balances. The interest rates are prime plus 3.25 percent on two
loans and prime plus four percent on the other loan.
Effective January 18, 1983, Western entered into a $30,000 revolving credit agreement with a group of
financial institutions. Upon signing the agreement, Western paid a fee of of 1 % of the commitment and
issued 550,000 warrants for the purchase of Common Stock. The Company drew down$ 10,000 in the first
quarter of 1983 and another $10,000 in April 1983 under this line. A borrowing fee of $82 was paid and
146,774 additional warrants were issued in connection with these borrowings. All amounts drawn down
under the revolving credit agreement were repaid in June 1983. The exercise price and number of
warrants are subject to adjustment. At December 31 , 1983, 709,921 shares of common stock were reserved
for exercise at a price of $5.30 per share. The warrants expire on January 18, 1993.
The following schedule shows the amount of long-term debt due in the five years ending December
31, 1988 ( excluding aircraft orders placed in January, 1984- Note 3 ).
1984 .............................................. .
1985 .............................................. .
1986 .............................................. .
1987
1988 .............................................. .
$30,958
22,466
27,251
19,615
19,615
At December 31, 1983, 2,723,087 shares of Common Stock were reserved for conversion of 5%
debentures at a conversion price of $7. 71 per share.
In June 1983 the Company completed a public offering of units, consisting in the aggregate of $90,000
principal amount 10% Senior Secured Trust Notes due June 15, 1998, 3,240,000 shares of Common
Stock, and warrants to purchase 9,000,000 shares of Common Stock. The net proceeds of approximately
$84,000 were used in part to prepay $78,021 of debt. Approximately $55,000 of the debt prepaid would
31
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6. Debt and Pledged Assets- (Continued)
have become due within the next twelve months. The repayment of debt allowed release of related
collateral. The $90,000 of equipment trust notes were recorded net of $31,320 discount, resulting in a net
decrease in debt of $19,341. The warrants are convertible at $9.50 per share, subject to adjustment, and
expire on June 15, 1993. The exercise price may be paid using 10% Senior Secured Trust Notes, which
will be accepted at par. The expiration date may be accelerated by the Company to no earlier than June
15, 1988 and the warrants may be called on or after June 15, 1986 if the price of the common stock attains
specified levels.
Western also entered into a new revolving credit agreement in September 1983 which provides a
$22,000 line of credit through August 31, 1984. In December 1983 the lenders under the Company's
revolving credit agreement agreed to extend the revolving credit line from August 31, 1984 to June 30,
1985, if the Company so elects, at a reduced maximum amount of $11,000. In conjunction with this
agreement, the Company issued to the lenders warrants to purchase 819,000 shares of common stock at
$5.16 per share, subject to adjustment. These warrants will be exercisable only if the Company elects to
extend the line of credit, and will expire on August 31, 1993. The revolving credit agreement and a related
agreement affecting other indebtedness of the Company contain two principal financial covenants. One
requires the maintenance of adjusted net worth ( defined as tangible net worth plus the long-term portion
of subordinated indebtedness) of not less than $45,000 prior to September 30, 1985, increasing to
$200,000 by October 1989. The second requires that the ratio of debt, defined to include lease obligations
and other liabilities but to exclude the long-term portion of subordinated indebtedness, to adjusted net
worth, cannot exceed eleven to one prior to September 30, 1985, declining to a ratio of three to one by
October 1989. As of December 31, 1983, the Company had adjusted net worth of $104,100 and debt, as
defined, of $451,300 and the ratio described above was 4.33 to one. The revolving credit agreement also
places certain restrictions on dividend payments. The revolving credit agreement is secured by liens on
certain aircraft and spare parts.
In December 1983, the Company issued $65,000 of 14% Senior Secured Convertible Notes due
December 1, 1998, which are convertible into 12,596,899 shares of Common Stock at $5.16 per share,
subject to adjustment. The net proceeds of approximately $61,200 were used in part to prepay $28,732 of
debt, purchase an insurance policy with a single premium of $701, purchase a $1,000 certificate of deposit
to be used as collateral, and place $2,400 in escrow for at least 10 years.
Substantially all of Western's property and equipment is pledged as collateral for debt and other
obligations. Several of the agreements require that collateral be maintained at specified levels.
Note 7. Stock Options
Wes tern has two stock option plans for officers and key personnel. The first plan was adopted in
1974, and provides for options to purchase a maximum of 1,030,000 shares of Common Stock at prices not
less than the fair market value of the Common Stock at date of grant. Options granted under the 1974
Plan are not intended to qualify as "Incentive Stock Options" under the Internal Revenue Code. The
options under this plan are exercisable in equal annual increments over a five-year period and expire ten
years after the date of grant. No options may be granted under the 1974 Plan after January 20, 1984. The
second plan is the Executive Stock Option and Stock Appreciation Right Plan ( the "1982 Plan"). The
1982 Plan provides for granting of incentive stock options, non-qualifying stock options, and stock
appreciation rights. A maximum of 1,800,000 shares of Common Stock may be issued under this plan.
Options granted under th1
e 1982 Plan expire ten years from the date of grant and the purchase price
specified in each option may not be less than the fair market value of the Common Stock at the date of the
grant.
32
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 7. Stock Options- (Continued)
The balances of options granted under the plans follow:
1974 Plan 1982 Plan
Options Granted and Outstanding at:
December 31, 1983 .......................................... .
December 31, 1982 .......................................... .
Options Exercisable at:
December 31, 1983 .......................................... .
December 31, 1982 .......................................... .
Number
561 ,250
832,415
556,750
661,115
Average
Price
$8.49
$7.37
$8.48
$8.20
Number
802,500
1,747,500
505,500
1,747,500
Average
Price
$5.14
$4.15
$4.89
$4.15
At December 31, 1983 and 1982, 962,885 shares of Common Stock were reserved for the exercise of
current and future grants under the 1974 Plan, and 1,800,000 shares were similarly reserved under the
1982 Plan.
Note 8. Loss per Common Share
Loss before extraordinary item and net loss per common share are calculated as follows:
Primary:
Year Ended December 31,
1983 1982 1981
Loss Before Extraordinary Item per Common Share:
Loss before extraordinary item .............................................. . $( 96,005) $( 59,946) $( 73,400)
Pref erred stock cash dividends ............................................... . (2,393)* (2,394)* (2,394)
Loss before extraordinary item applicable
to Common Stock ............................................................... . $( 98,398) $( 62,340) $(75,794)
Loss before extraordinary item per common share, primary. $ ( 6.22) $ ( 4. 78) $ ( 5.81)
Net Loss per Common Share:
Net loss .................................................................................... . $( 54,485) $( 44,016) $( 73,400)
Pref erred stock cash dividends ............................................... . (2,393)* (2,394)* (2,394)
Loss applicable to Common Stock ......................................... . $( 56,878) $( 46,410) $(75,794)
Net loss per common share, primary ..................................... . $ ( 3.60) $ ( 3.56) $ ( 5.81)
Weighted average shares outstanding ( in thousands) .......... . 15,821 13,044 13,037
* 1983 and 1982 preferred stock dividends are in arrears.
Fully Diluted:
Fully diluted earnings per share are not presented, as the exercise of stock options and conversion of
common stock warrants, convertible subordinated debentures, and preferred stock into Common Stock
would be anti-dilutive.
33
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 9. Preferred Stock
The shares of $2 Series A Preferred Stock are convertible into Common Stock at the rate of 2.5 shares
of Common Stock for each share of Series A Preferred Stock, subject to adjustment under certain
conditions, and may be redeemed at any time at the option of Western. The redemption price of $25.80 at
December 31, 1983, decreases periodically until 1987 after which it remains at $25 per share. At
December 31, 1983, 2,990,675 shares of Common Stock were reserved for conversion of Series A Preferred
Stock.
The Company has omitted payment of the quarterly dividends on the Series A Preferred Stock
beginning the first quarter of 1982. The total amount of the dividends in arrears at January 1, 1984 was
$4,785. Various loan agreements currently prohibit payment of dividends on preferred stock. Because
more than six quarterly dividends have been omitted, holders of preferred stock have the right ( unless all
dividend arrearages have been cured) to elect two additional members to the Company's Board of
Directors at the next annual meeting of shareholders.
The Company has stated that it intends, but has not committed, to pay such arrearages if it obtains
from holders of its 5% Convertible Subordinated Debentures approval of a proposed amendment which
would remove from the indenture covering those debentures a restriction on the payment of cash dividends
on the Company's capital stock. The payment of such arrearages would depend on various factors,
including the Company's financial condition, capital requirements, earnings and terms of financings.
Note 10. Related Party Transactions
Since January 1981 Western has entered into several agreements with companies owned or controlled
by George E. Batchelor, who was, during the period, a holder of in excess of five percent of the Company's
outstanding Common Stock.
In March 1981 Western sold two DC-10 aircraft to a company controlled by Mr. Batchelor. In April
1982 Western sold, with recourse, the related conditional sales contracts receivable to Associates
Commercial Corporation for $21,000 in cash. See Note 3 to Financial Statements.
In March and June 1981 Western entered into agreements with companies controlled by Mr.
Batchelor, pursuant to which Western maintained the two DC-10 aircraft for the company which
purchased them and/or its lessee. Under these agreements, Western was compensated for the services
performed at rates based on Western's direct maintenance costs per flight hour, subject to renegotiation
semi-annually on the basis of increases in such costs. The agreement was for a term of 50 months expiring
in August 1985, but subject to termination by either party for "good cause." In April 1982 in connection
with the transaction described in the preceding paragraph, Western agreed to provide maintenance under
the terms of these maintenance agreements for two additional DC-10 aircraft then being purchased by a
company controlled by Mr. Batchelor from Laker Airways. In July 1983 Western gave notice of
termination of those maintenance agreements based upon the failure of the company controlled by Mr.
Batchelor, and its lessee, to make payments when due and filed an action in the Superior Court of Los
Angeles, California seeking damages from both those parties for breach of contract and seeking certain
declaratory relief. While that action was in the preliminary stages of discovery, Western continued to
maintain the original two DC-10 aircraft for a subsequent lessee of Mr. Batchelor's company under a
separate short term agreement. That agreement was terminated concurrent with the bankruptcy of such
subsequent lessee, and Western presently is continuing to store and preserve the aircraft while the relative
rights and obligations of all parties are being determined by the courts. In the meantime, Mr. Batchelor's
company is seeking to collect upon a letter of guarantee issued by a financing institution covering
Western's performance of maintenance under the original maintenance agreement.
In December 1981 Western sold to, and leased back from, companies controlled by Mr. Batchelor two
737 aircraft for an aggregate cash price of $11,000. These leases extend over four years with monthly
rental payments of $130 per aircraft, with Western having the right to extend the leases for two additional
one-year periods.
34
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL ST A TEMENTS (Continued)
Note 10. Related Party Transactions- (Continued)
In December 1982 Western leased two new 737-200 aircraft from a subsidiary of Alaska International
Industries, Inc. ("All"). All is wholly owned by Neil G. Bergt, who was Chairman and Chief Executive
Officer of Western from December 1981 to April I 983. The leases are for a term of 12 years with options
to extend for two years at fair rental value and/or purchase the aircraft at fair market value subject to
specified minimum amounts at the end of the fifth and each subsequent year. The liability for these capital
leases at December 31, 1983 was $20,533. The rental is $160 per aircraft per month. In addition to
amounts paid pursuant to the leases, Western paid $1,150 to All and its subsidiaries during I 982 to
reimburse them for expenditures incurred on behalf of Western for equipment, facilities and personnel.
Approximately $1,000 of this amount was paid for reimbursement of expenses billed by All in connection
with Mr. Bergt's aircraft expenses while traveling for Western and personnel on loan to Western ( Mr.
Frank P. Moolin, Jr., then President of All, served as Mr. Bergt's assistant at Western while receiving his
salary from All).
Note 11. Quarterly Financial Data (Unaudited)
Summarized quarterly financial data for 1983 and 1982 is as follows:
March 31 June 30 September 30 December 31
1983
Operating revenues ........................................... $257,259 $281,518 $323,004 $280,781
Operating income (loss) ................................... (38,706) (20,462) 20,653 (17,857)
Earnings (loss) before extraordinary item ...... (51,845) (25,438) 10,980 (29,702)
Net earnings ( loss) ........................................... ( 17,845) (23,723) 16,736 (29,653)
Earnings (Loss) per Common Share:
Primary:
Earnings (loss) before
extraordinary item ......................... $ ( 4.02) $ ( I. 97) $ 0.50 $ ( 1.46)
Net earnings ( loss ) ........................... $ ( 1.41 ) $ ( 1.84) $ 0.73 $ ( 1.46)
Fully Diluted:
Earnings (loss) before
extraordinary item ......................... $ ( 4.02) $ ( I. 97) $ 0.42 $ ( 1.46)
Net earnings ( loss) ........................... $ ( 1.41 ) $ ( 1.84) $ 0.60 $ ( 1.46)
1982
Operating revenues ........................................... $248,682 $257,615 $300,510 $258,463
Operating income (loss) ................................... {6,381) {7,670) 12,627 (29,374)
Earnings (loss) before extraordinary item ...... (10,840) (12,872) 3,409 (39,643)
Net earnings ( loss) ........................................... (10,840) 3,058 3,409 (39,643)
Earnings (Loss) per Common Share:
Primary:
Earnings (loss) before
extraordinary item ......................... $ ( 0.88) $ ( 1.03) $ 0.21 $ ( 3.08)
Net earnings (loss) ........................... $ ( 0.88) $ 0.19 $ 0.21 $ ( 3.08)
Fully Diluted:
Earnings (loss) before
extraordinary item ......................... $ ( 0.88) $ ( 0. 70) $ 0.20 $ ( 3.08)
Net earnings (loss) ........................... $ ( 0.88) $ 0.18 $ 0.20 $ ( 3.08)
35
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 11. Quarterly Financial Data (Unaudited)- (Continued)
During the first quarter of 1983 Western terminated a defined benefit retirement plan for pilots. This
termination produced extraordinary gains of $34,000, $1,715, $5,756 and $49 recorded in the first, second,
third and fourth quarters of 1983, respectively.
Western terminated its defined benefit retirement plan for non-union employees. This termination
produced an extraordinary gain for the second quarter of 1982 of $15,930.
Western revised certain actuarial assumptions, which increased the net earnings in the third quarter of
1982 by $4,193 ( $0.32 per share) and reduced the net loss in the fourth quarter of 1982 by $2,980 ( $0.23
per share).
Note 12. Wes tern's Partnership Plan
In exchange for wage concessions, Western instituted a three-part program in November 1983
consisting of ( i) establishment of the Employee Stock Plan, (ii) establishment of a cash profit sharing
plan, and (iii) granting to employees the right to name two nominees for election to the Board of Directors
at each annual meeting of shareholders.
All domestic employee groups have agreed to participate in the Employee Stock Plan during the
initial Plan Year (ending October 31, 1984) and will therefore receive allocations of approximately 7.8
million shares of Western common stock to their individual participant accounts.
A participant's interest in the amounts allocated to his account will be 100% vested and nonforfeitable
at all times. Upon a participant's termination of employment for any reason, his entire account balance
will be distributed to him in a lump sum. The value of the stock contributed to the Plan is being amortized
over the Plan Year. Accordingly, $6,713 was expensed in the fourth quarter of 1983.
The second component of the Partnership Plan is the establishment of a cash profit sharing plan.
Under the Profit Sharing Plan, the Company will distribute to participating employees in cash 15% of the
first $25 million of pretax profits and 20% of pretax profits in excess of $25 million annually for the three-
year period beginning January 1, 1984. Profits will include only income from operations before federal
income taxes and shall exclude any gains or losses from asset sales, debenture exchanges, other non-
operating gains or losses, or extraordinary items. Profits will be calculated prior to giving effect to the
contributions to the Profit Sharing Plan. If sufficient profits are not earned in at least two out of the three
years, the Profit Sharing Plan will be extended year to year until distributions of at least $2,000 have been
made in at least two separate years.
The final component of the Partnership Plan is the designation by representatives of labor groups of
two nominees for election to Western's Board of Directors at each annual meeting of shareholders. The
Company has amended its by-laws to accommodate these two nominees, but the labor groups have not yet
designated such nominees.
Note 13. Description of Impact of Inflation (Unaudited)
Statement of Financial Accounting Standards No. 33 ( SFAS No. 33) prescribes two 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 financial statement elements
in dollars each of which have 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.
36
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL ST A TEMENTS (Continued)
Note 13. Description of Impact of Inflation (Unaudited) - ( Continued)
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 expense of property and equipment into average 1983 dollars using the
Consumer Price Index for all urban consumers (CPI-U) published by the Bureau of Labor Statistics.
Current costs for aircraft were determined by using the direct pricing method. Current costs for spare
engines, parts and assemblies included in property and equipment were computed based on the ratio by
which the current cost of aircraft fleets exceeds the historic cost of such fleets. Current costs for other
property and equipment were determined by indexation using the CPI-U.
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 property and equipment held during the year*.
Effect of increase in general price level ................................................................................... .
$ (54,485)
(32,697)
(87,182)
21,526
$ (65,656)
$ 6,009
$ 76,670
(28,504)
Excess of increase in specific prices over increase in the general price level........................... $ 48, 166
* At December 31 , 1983 current cost of properties and equipment, net of accumulated depreciation and
amortization, was $748,724.
37
WESTERN AIR LINES, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 13. Description of Impact of Inflation (Unaudited)-(Continued)
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 prices to dollar amounts
expressed in terms of average 1983 dollars as measured by CPI-U follows:
Year Ended December 31,
1983 1982 1981 1980 1979
Operating Revenues .......................... $1,142,562 $1,097,228 $1,165,825 $1,204,864 $1,277,003
Historical Cost Information
Adjusted for General Inflation:
Net earnings (loss) ................... .
Net earnings (loss) per
common share ....................... .
Net assets at year-end ............... .
Current Cost Information:
Net earnings (loss) ................... .
Net earnings (loss) per
common share ....................... .
Excess of increase in specific
prices over increase in the
general price level ................. .
Net assets at year-end* ............. .
Gain from decline in purchasing
power of net amounts owed ......... .
Cash dividends paid per
common share ............................... .
Market price per common share at
year-end ........................................ .
Average Consumer Price Index ....... .
(87,182)
$(5.51)
347,061
(65,656)
$( 4.15)
48,166
221,298
6,009
$-
$4.25
298.4
(80,866) (116,717)
$(6.20) $(9.15)
359,728 422,800
(61,926) (145,957)
$( 4. 75) $(11.40)
7,195 85,912
204,318 251 ,148
19,113 45,888
$- $-
$5.41 $5.36
289.1 272.4
(68,677)
$(5.49)
531,877
(85,932)
$(6.81)
138,036
813,046
56,685
$.30
$11.05
246.8
28,674
$1.95
574,489
15,239
$.92
7,845
734,793
50,358
$.55
$14.22
217.4
* Prior to 1981 direct prices were based on selling prices for new aircraft provided by the Air Transport
Association of America. For 1981, 1982 and 1983 current appraisals of Western's existing fleet were
available for determination of current cost.
38
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements on accounting and financial disclosure matters in 1983.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after December 31, 1983.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after December 31, 1983.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Incorporated by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after December 31, 1983.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after December 31, 1983.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) ( 1 ) Accountants' Report
Balance Sheets at December 31, 1983 and 1982
Statements of Operations for Years Ended December 31, 1983, 1982, and 1981
Statements of Changes in Financial Position for Years Ended
December 31, 1983, 1982, and 1981
Statements of Shareholders' Equity for Years Ended
December 31, 1983, 1982, and 1981
Notes to Financial Statements
(a)( 2) Schedule V
Schedule VI
Property, Plant, and Equipment
Accumulated Depreciation and Amortization of Property,
Plant and Equipment
Schedule VIII
Schedule X
Valuation and Qualifying Accounts
Supplementary Income Statement Information
Schedules not included above have been omitted because they are not applicable or
the required information is shown in the Financial Statements or Notes thereto
included in Item 8 of this Form 10-K.
(a) ( 3) Exhibits
3(a)
3(b)
l0(a)(l)
Composite Certificate oflncorporation of Western Air Lines, Inc., as amended
By-Laws of Western Air Lines, Inc., as amended
Collateral Agreement dated as of August 1, 1983 among revolving credit lenders,
equipment trust equipment holders and Western ( filed as Exhibit 10( a)( 4) to
Registration No. 2-87623) *
39
10(a)(2)
10( a)( 3)
10( a)( 4)
10(a)(5)
10(a)(6)
10(a)(7)
10(a)(8)
10(a)(9)
lO(a)(lO)
lO(a)( 11)
10(a)(l2)
10(a)(13)
10(a)(l4)
lO(a)( 15)
10(a)(l6)
10(a)(l7)
10(a)(l8)
lO(b)
10( c)
Assignment and Amendment and Restatement of Chattel Mortgage and Security
Agreement dated as of August 1, 1983 ( filed as Exhibit 10( a)( 5) to Registration
No. 2-87623) *
Amendment No. 1 dated as of November 1, 1983 to Collateral Agreement dated as
of August l, 1983
Supplemental Chattel Mortgage No. 1 dated as of November l, 1983 between
Western and Union Bank as Collateral Agent
Supplemental Chattel Mortgage No. 2 dated as of January 30, 1984 between
Wes tern and Union Bank as Collateral Agent
Amendment No. 1 dated as of November 1, 1983 to Revolving Credit Agreement
dated as of August 1, 1983
Revolving Credit Agreement dated as of August 1, 1983 among certain lenders and
Western ( filed as Exhibit 10( a)( 6) to Registration No. 2-87623) *
Warrant Agreement dated as of January 18, 1983 between certain lenders and
Western ( filed as Exhibit 10( a)( 35) to Annual Report on Form 10-K for year
ended December 31, 1982, File No. 1-1521 )*
Warrant Agreement dated as of June 15, 1983 between Western and The Bank of
New York as Warrant Agent ( filed as Exhibit 10( a)( 7) to Registration No. 2-
87623) *
Warrant Agreement dated as of November 1, 1983 between Western and certain
lenders
Agreement between Western and Associates Commercial Corporation dated June
14, 1983 ( filed as Exhibit 10( a)( 13) to Registration No. 2-87623) *
Equipment Trust Agreement dated as of June 15, 1983 between Western and The
Bank of New York, Trustee ( filed as Exhibit 4 to Quarterly Report on Form 10-Q,
File No. 1-1521 )*
Equipment Trust Agreement dated as of November 30, 1983 between Western and
NCNB National Bank of North Carolina, Trustee ( filed as Exhibit 4 to Registration
No. 2-87623) *
Purchase Agreement No. 1165 dated December 22, 1982 between Western and
Boeing Company, as supplemented
Purchase Agreement No. 1190 dated as of January 27, 1984 between Western and
Boeing Company, as supplemented
Airport Use Agreement dated as of July l, 1978 between Salt Lake City Corporation
and Western, as amended
Lease Agreement dated as of September 13, 1961, as amended, between the City of
Los Angeles and Western (filed as Exhibit 10(a)(44) to Registration No. 2-
82762)*
Lease Agreement dated as of November 12, 1973 between the City of Los Angeles
and Western ( filed as Exhibit 20 to Annual Report on Form 10-K for the year ended
December 31, 1974, File No. 1-1521 )*
Western Air Lines, Inc., Employee Stock Plan dated December 6, 1983 as amended
Employment Agreement dated as of January 9, 1984 between Western and
Lawrence H. Lee
* Incorporated herein by reference.
( b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1983.
The foregoing list omits instruments defining the rights of holders of long-term debt of the Company
and its consolidated subsidiaries where the total amount of securities authorized thereunder does not
exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company hereby
agrees to furnish a copy of each such instrument or agreement to the Commission upon request.
40
ITEM 14(d)(3). FINANCIAL STATEMENT SCHEDULES
WESTERN AIR LINES, INC.
SCHEDULE V-PROPERTY, PLANT AND EQUIPMENT(l)
For the Years Ended December 31, 1983, 1982, and 1981
( In Thousands of Dollars)
Year Ended December 31, 1983:
Balance at
Beginning
of Period
Flight equipment ....................................................... $ 850,957
Facilities and ground equipment.............................. 140,471
Deposits on equipment purchase contracts . . ... . . . . . . . . . 2 7 ,0 l 7
$1,018,445
Flight equipment not used in operations and
reflected under "Other assets" on the
balance sheet ............................................................. $ 3,794
Year Ended December 31, 1982:
Flight Equipment ...................................................... $ 828,276
Facilities and ground equipment .............................. 139,400
Deposits on equipment purchase contracts .............. 21,508
$ 989,184
Flight equipment not used in operations and
reflected under "Other assets" on the
balance sheet ............................................................. $ 4,401
Year Ended December 31, 1981:
Flight equipment... .................................................... $ 848,111
Facilities and ground equipment.............................. 130,703
Additions
at Cost Retirements
$ 2,108 $ 1,234
9,287 4,843
8,091
$19,486 $ 6,077
$ - $ 414
$23,822 $ 1,141
4,107 3,036
5,509
$33,438 $ 4,177
$ 22 $ 629
$42,957 $62,792
10,806 2,109
Balance at End
of Period
$ 851,831
144,9 l 5
35,108
$1,031,854
$ 3,380
$ 850,957
140,471
27,017
$1,018,445
$ 3,794
$ 828,276
139,400
Deposits on equipment purchase contracts.............. 37,966 ( 2 00 )( 3 ) 16, 2 5 8 ( 2 ) 21,508
Flight equipment not used in operations and
reflected under "Other assets" on the
$1,016,780
balance sheet ............................................................. $ 15,820
$53,563
$ (71)
$81,159 $ 989,184
$11,348 $ 4,401
( 1) For disclosure of the methods and lives used in computing the provision for depreciation see Note 1 of
Notes to Financial Statements.
( 2) Reimbursements upon financing of aircraft.
( 3) Net o( transfers to flight equipment.
Reconciliation to Statements of Changes in Financial Position
Additions to property and equipment ................................................ .
Interest capitalized .............................................................................. .
Other- net ........................................................................................... .
Purchase of property and equipment and advances thereon ............ .
41
1983
$19,486
(2,977)
(127)
$16,382
1982 1981
$33,438 $53,563
(2,508) (4,805)
3 1,052
$30,933 $49,810
WESTERN AIR LINES, INC.
SCHEDULE VI-ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT, AND EQUIPMENT
For the Years Ended December 31, 1983, 1982, and 1981
(In Thousands of Dollars)
Year Ended December 31, 1983:
Balance at
Beginning
of Period
Flight equipment........................................................... $289,038
Facilities and ground equipment................................... 94,653
Flight equipment not used in
operations and reflected under
"Other assets" on the
$383,691
balance sheet.................................................................. $ 3,181
Year Ended December 31, 1982:
Flight Equipment........................................................... $239,654
Facilities and ground equipment................................... 87,083
Flight equipment not used in
operations and reflected under
"Other assets" on the
$326,737
balance sheet.................................................................. $ 3,763
Year Ended December 31, 1981:
Flight equipment........................................................... $219,309
Facilities and ground equipment................................... 78,653
Flight equipment not used in
operations and reflected under
"Other assets" on the
$297,962
balance sheet.................................................................. $ 12,133
Additions
Charged to
Costs and
Expenses
$48,698
9,650
$58,348
$ -
$49,826
10,142
$59,968
$ -
$51,043
10,238
$61,281
$ -
Retirements
$ 598
4,562
$ 5,160
$ 364
$ 442
2,572
$ 3,014
$ 582
$30,698
1,808
$32,506
$ 8,370
Balance
at End
of Period
$337,138
99,741
$436,879
$ 2,817
$289,038
94,653
$383,691
$ 3,181
$239,654
87,083
$326,737
$ 3,763
Reconciliation to Statements of Operations and Statements of Changes in Financial Position
To Statements of Operations:
Additions charged to costs and expenses ..................... .
Amortization of preoperating costs .............................. .
Depreciation of flight equipment expendable parts .... .
Deduct amounts charged to other operating expenses.
Depreciation and amortization ......................... .
To Statements of Changes in Financial Position:
Additions charged to costs and expenses .................... ..
Amortization of preoperating costs .............................. .
Depreciation and amortization ........................ ..
42
1983
$58,348
1,054
59,402
23
$59,379
$58,348
$58,348
1982
$59,968
1,805
61,773
22
$61,751
$59,968
$59,968
1981
$61 ,281
499
1,931
63,711
79
$63,632
$61 ,28 1
499
$61 ,780
WESTERN AIR LINES, INC.
SCHEDULE VIII-VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1983, 1982, and 1981
Year Ended December 31 , 1983:
Allowance for obsolescence of
( In Thousands of Dollars)
Balance at
Beginning
of Period
flight equipment expendable parts ............... $16,364
Allowance for doubtful accounts...................... 3,491
Year Ended December 31 , 1982:
Allowance for obsolescence of
flight equipment expendable parts............... $15,422
Allowance for doubtful accounts...................... 2,959
Year Ended December 31, 1981:
Allowance for obsolescence of
flight equipment expendable parts ............... $14,062
Allowance for doubtful accounts...................... 2,379
( l ) Charges upon retirement.
( 2 ) Bad debts deemed uncollectible.
43
Additions
Charged to
Costs and
Expenses
$1 ,054
8,225
$1 ,805
2,673
$1 ,931
2,816
Deductions
Balance
at End
of Period
$ 345( l) $17,073
2,958( 2) 8,758
$ 863( l) $16,364
2,141(2) 3,491
$ 571(1) $15,422
2,236( 2 ) 2,959
WESTERN AIR LINES, INC.
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Years Ended December 31, 1983, 1982, and 1981
(In Thousands of Dollars)
1983 1982
Charged to Operating Expenses:
1981
Maintenance and repairs ........................................................ . $91,122 $77,889 $85,280
Taxes other than payroll and income taxes:
Property taxes .................................................................. . 6,296 6,981 6,942
Fuel and other ................................................................. . 7,397 7,705 8,514
Advertising and publicity ....................................................... . 24,289 23,503 24,400
44
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTERN AIR LINES, INC.
By Isl LA WREN CE H. LEE
Lawrence H. Lee
Chairman and Chief Executive Officer
February 21, 1984
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and on the date indicated.
Signature
Isl LA WREN CE H. LEE
Lawrence H. Lee
Isl GERALD GRINSTEIN
Gerald Grinstein
Isl ANDRE C. DIMITRIADIS
Andre C. Dimitriadis
Isl GLEN L. STEWART
Glen L. Stewart
Isl FRED BENNINGER
Fred Benninger
Isl MIGUEL M. BLASQUEZ
Miguel M. Blasquez
45
Title
Chairman and
Chief Executive Officer
and Director
( Principal Executive
Officer)
President and
Chief Operating Officer
and Director
Senior Vice
President- Finance
and Administration
and Director
( Principal Financial
Officer)
Vice President and
Controller ( Principal
Accounting Officer)
Director
Director
Date
February 21, 1984
February 21, 1984
February 21, 1984
February 21, 1984
February 21, 1984
February 21, 1984
Signature Title Date
Isl VICTOR L. BROWN Director February 21 , 1984
Victor L. Brown
Isl WALTERJ. HICKEL Director February21, 1984
Walter J. Hickel
Isl BERT T. KOBAYASHI, JR. Director February 21 , 1984
Bert T. Kobayashi, Jr.
Isl GEORGES. SUDDOCK Director February 21 , 1984
George S. Suddock
Isl ROYG. UTTER Director February 21, 1984
Roy G. Utter
Isl ROBERT H. VOLK Director February 21 , 1984
Robert H. Volk
46
BOARD OF DIRECTORS
Fred Benninger
Pr nt
Tr a rp rati n
L a, N vada
Miguel M. Blasquez
Pr id nt
Int r-Am ri an
omm rcial
Arbitration
omm1 10n
M xi o i ty, M x1
Victor L. Brown
Pr iding Bi hop
The hur h of
J us Chri t of
Latter-day Saint
Salt Lake City, Utah
Andre C. Dimitriadis
nior Vice Pre ident-
Finance and
Admini tration
We tern Air Line , Inc.
Lo Angeles, alifornia
CORPORATE OFFICERS
Lawrence H. Lee
hairman of th Board
and Chief
Executi e Offi r
Gerald Grinstein
Pre ident and
hief Operating Officer
Don L. Beck
Harry T. Chandis
nior i Pr id nt-
Marketing
Andre C. Dimitriadis
ni r id nt-
Finan
Seth M. Oberg
nior i Pr id nt-
p rati n
Gerald Grinstein
nt and
ffi r
r , I
n r
Walter J. Hickel
hairman of th B ard
Hi kel Inv tm nt
ompany
Anchorag , Ala ka
Bert T. Kobayashi, Jr.
Attorney-at-Law
Kobaya hi, Watanab ,
ugita and Kawa hima
Honolulu, Hawaii
Lawrence H. Lee
Chairman of the Board
and Chief Executive
Officer
Western Air Lin , Inc.
Los Angele , alifornia
Harold Achtziger
ice Pre id nt-
irport Op ration
Jack W. Boisen
i Pre id nt-
p r onn I R lation
Howard L. Culver
ic Pr id nt-
R gulator ffair
Duane B. Gerrard
ic Pr id nt-
Flight p rati n
Thomas J. Greene
Vi e Presid nt,
neral C un I &
er tary
Robert L. Moore
Vi Pr id nt-
Mark t Planning
Michael J. Palumbo
Vi Pr id nt &
Tr a ur r
Spencer R. Stuart
M nag m nt n ultant
Dalla ,
George S. Suddock
hairman f th B ard
Ala ka ati nal
In uran mpany
An horag , Ala ka
Capt. Roy G. U tter
Pilot
W tern Air Lin , In
Lo Ang 1 , alifornia
Robert Ij. Volk
hairman/ Own r
Martin Aviation, Inc.
Torrance, alifornia
Cal Rader
ice President-
Data Proce ing
ommunication
Glen L. Stewart
ice Pre ident &
Project Director- alt Lake
City
Douglas B. Swets
i e Pre id nt
ontroll r
Jorge Valencia
i e Pr id nt &
neral Ma nag r- M xico
C.F. Van Every
Vi Pr id nt-
ff ir
nt-
arg al
General Offices
Western Air Lines, Inc.
6060 Avion Drive
Los Angeles, California 90045
(213) 646-2345
Registrar/1ransfer Agent-Common &
Pref erred Stock
Bank of America National Trust & Savings
Association
555 South Flower St., Los Angeles, California 90071
Debenture and Subordinated Note Trustee
United States Trust Company of New York
45 Wall Street, New York, New York 10005
Exchange Listing-Common & Preferred Stock
Debentures and Subordinated Notes
New York Stock Exchange
Pacific Stock Exchange
Notice to Shareholders
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 sub-
sequently 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 Regula-
tions 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 Regula-
tions 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
Ticker Symbols
Common Stock WAL
Pref erred Stock WALA
5 % Debentures WALK
10% Notes WAL.
10 % Notes WAM
14% Notes WAD
Common Stock Warrants WALW
Independent Accountants
Peat, Marwick, Mitchell & Co.
555 South Flower Street
Los Angeles, California 90071
Annual Meeting of Shareholders
Second Thursday in May
of an air carrier on the last day of any quarter of a calen-
dar year must file with the CAB within 30 days after the
end of the quarter a report in accordance with the pro-
visions 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 Regula-
tions 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 writ-
ing to the Director, Bureau of Domestic Aviation, Civil
Aeronautics Board, Washington, D.C. 20428.
"We tern-Count on U "i the airline' marketing theme, introduced in early 19 4. he new theme r fl ct Western'
schedule and ervice which are designed to meet the need of the frequent bu ine fl er, and it reflect th per onal
commitment of all We tern employee throughout the nited tate , We t rn Canada and Mexico. Th 1983 nnual
Report cover alute We tern employee . R pre enting all Western emplo ee ar , from left to right:
FRONT COVER
R. Gough R. Ly nes T. Friese P. Roger B. Edde T. Ste ll e M. Sroczyn ki C. Smith F. J ep on
B. Missileine H. Patton B. Bradle y S. Reese F. Cox J. Wenku J. Perfili R. Roberts G. Fristrup
D. Stewart B . Lee C. Waitle y E. Lenhardt D. Steed W. Allen J . Fergu on G. Haug P. Brown
D. Reber J. Jungers K. Christensen J. Harris . Mu graee L. Stadtmueller D. Worthen M. ayea J. Milligan
W. Anderson E. Harri B . Roose S. Webb 0. Fam worth W. Pont C. Geffre T. Dearing K. Edward
B. Coln E. Giron G. Cotton D. Crittenden . Frame C. Trigg K. Brockbank . Ma on R . Ro a
S. Gilmore K. Hopkin J . Kristoff R. Bates C. Rowe J. hompson S. Yuzyk E. Koelliker J. Conner
J. Muench R. Vogel V. We tfall E. Puckett D . Richard on D . Davi C. Latimer . Rushton J. Terrell
L. Hurlburt P. Per on E. Gallup K. Van Paepeghem L. mith M. Cromer . Kiesig D. S ppland L. Lemelle
R. Lee B. Smith E. Spillman K. Shirley J. Gri wold B. Te ch G. Robin on . White J. Ma yo
K. ye nhui ~- Fritz L. Malone K . Cook J . Mangiantini J. Edward T. Powlridge B. Bracku
BACK COVER
E. Fraley Greenland L. eal C. Wichterman D. Voge A. a p rous M. Ellis llin K. W t
E. Larson J . Spain M. Brett J . Woods J. Ry R. J erman M. Murphy Willard C. ttin
B. Walker G. Fa I r G. Roger P ter on B. Scofi Id M. DeCas Yamawaki
C. Franci M. Z nger J. Martinez K. Ba hore M. Ro yall D . m ni
B. Gaillard A. Al u Pavon B. B rg trom M. Baker I y
G. tratton . Wilkin . H initz D . Rathburn . Bond . Ryan
W. Paul J. B. Harm uillian L. Fro h J . I r
. M T. r B. K. . R bol D. a K. ad J.
L. B. B. m T. H ty J. orio
]sen J. Imo nn II . a l W. I K. Ringo M
A. hro d r L. Albi ton A. William L is P. M R. And rson F. Martin z