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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑K10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20182020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0‑147190-14719

SKYWEST, INC.

Incorporated under the Laws of Utah

87‑029216687-0292166
(IRS Employer ID No.)

444 South River Road

St. George, Utah84790

(435) 634‑3000(435634-3000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, No Par Value

SKYW

The Nasdaq Global Select Market

(Title of Each Class)                                                                                                                   (Name of Exchange on which Registered)

Common Stock, No Par Value                                                                                                          The Nasdaq Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑knownwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑TS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§ 229.405)is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑acceleratednon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑212b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non‑acceleratedNon-accelerated filer 

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Act). Yes  No 

The aggregate market value of the registrant’s common stock held by non‑affiliatesnon-affiliates (based upon the closing sale price of the registrant’s common stock on The Nasdaq Global Select Market) on June 29, 201830, 2020 was approximately $2,701,175,567.$1,635,572,360.

As of February 12,  2019,16, 2021, there were 51,635,96550,344,080 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant’s proxy statement to be used in connection with the registrant’s 20192021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report as specified. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2018.2020.


Table of Contents

SKYWEST, INC.

ANNUAL REPORT ON FORM 10‑K10-K

TABLE OF CONTENTS

Page No.

PART I

Cautionary Statement Concerning Forward LookingForward-Looking Statements

3

Item 1.

Business

3

Item 1A.

Risk Factors

12

Item 1B.

Unresolved Staff Comments

22

Item 2.

Properties

22

Item 3.

Legal Proceedings

24

Item 4.

Mine Safety Disclosures

24

PART II

Item 5.1.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesBusiness

24

Item 6.

Selected Financial Data

26

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

Item 8.

Financial Statements and Supplementary Data

46

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

78

Item 9A.

Controls and Procedures

78

Item 9B.

Other Information

80

PART III3

Item 10.1A.

Directors, Executive Officers and Corporate GovernanceRisk Factors

80

Item 11.

Executive Compensation

80

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

80

Item 13.

Certain Relationships and Related Transactions

80

Item 14.

Principal Accountant Fees and Services

80

PART IV15

Item 15.1B.

Exhibits and Financial Statement SchedulesUnresolved Staff Comments

80

28

Item 16.2.

Form 10-K SummaryProperties

83

28

SignaturesItem 3.

85

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PART I

Unless otherwise indicated in this Report, “SkyWest,” “we,” “us,” “our” and similar terms refer to SkyWest, Inc., including SkyWest’s wholly-owned subsidiary SkyWest Airlines, Inc. “SkyWest Airlines” refers to our wholly‑owned subsidiary SkyWest Airlines, Inc., and "ExpressJet" refers to our former wholly-owned subsidiary ExpressJet Airlines, Inc.

On January 22, 2019, we completed the sale of ExpressJet.  Our financial and operating results for the years ended December 31, 2016, 2017 and 2018, and our financial position as of December 31, 2017 and 2018 contained in this Report, include the financial results and position of ExpressJet for those respective periods, as the sale of ExpressJet did not qualify for presentation of discontinued operations (see Note 2 in the accompanying financial statements).

Cautionary Statement Concerning Forward‑Looking Statements

Certain of the statements contained in this Report should be considered “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‑looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about our future growth and development plans, including our future financial and operating results, our plans, objectives, expectations and intentions and other statements that are not historical facts. Readers should keep in mind that all forward‑looking statements are based on our existing beliefs about present and future events outside of our control and on assumptions that may prove to be incorrect. If one or more risks identified in this Report materializes, or any other underlying assumption proves incorrect, our actual results will vary, and may vary materially, from those anticipated, estimated, projected, or intended for a number of reasons, including but not limited to: the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; the financial stability of United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”) and any potential impact of their financial condition on our operations; fluctuations in flight schedules, which are determined by the major airline partners for whom SkyWest conducts flight operations; variations in market and economic conditions; significant aircraft lease and debt commitments; realization of manufacturer residual value guarantees on applicable SkyWest aircraft; residual aircraft values and related impairment charges; the impact of global instability; labor relations and costs; potential fluctuations in fuel costs, and potential fuel shortages; the impact of weather-related or other natural disasters on air travel and airline costs; new aircraft deliveries; and the ability to attract and retain qualified pilots, as well as the other factors described below in Item 1A. Risk Factors.

There may be other factors that may affect matters discussed in forward‑looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward‑looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.

ITEM 1.  BUSINESS

General

We offer scheduled passenger service with approximately 2,770 daily departures to destinations in the United States, Canada, Mexico and the Caribbean. Substantially all of our flights are operated as Delta Connection, United Express, American Eagle or Alaska Airlines flights under code‑share arrangements (commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights) with Delta, United, American or Alaska, respectively. We generally provide regional flying to our major airline partners under long‑term, fixed‑fee, code‑share agreements. Under these fixed‑fee agreements, our major airline partners generally pay us fixed rates for operating the aircraft primarily based on the number of completed flights, flight time and the number of aircraft under contract. The major airline partners also reimburse us for specified direct operating expenses (including fuel expense).

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SkyWest has been flying since 1972. During our long operating history, we have developed an industry‑leading reputation for providing quality regional airline service. As of December 31, 2018, we had 596 aircraft in scheduled service consisting of the following (which included 100 Embraer ERJ145 regional jet (“ERJ145”) aircraft and 16 Bombardier CRJ200 regional jet (“CRJ200”) aircraft that ExpressJet operated for United, and 10 Canadair CRJ700 regional jet (“CRJ700”) aircraft that ExpressJet operated for American):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

CRJ200

    

CRJ700

    

CRJ900

    

ERJ145

    

E175

    

Total

 

United

 

106

 

19

 

 —

 

100

 

65

 

290

 

Delta

 

87

 

22

 

41

 

 —

 

49

 

199

 

American

 

 7

 

68

 

 —

 

 —

 

 —

 

75

 

Alaska

 

 —

 

 —

 

 —

 

 —

 

32

 

32

 

Aircraft in scheduled service

 

200

 

109

 

41

 

100

 

146

 

596

 

Subleased to an un-affiliated entity

 

 4

 

 —

 

 —

 

 —

 

 —

 

 4

 

Other*

 

 4

 

19

 

 —

 

 5

 

 —

 

28

 

Total Fleet

 

208

 

128

 

41

 

105

 

146

 

628

 


*As of December 31, 2018, these aircraft have been removed from service and are in the process of being returned under the applicable leasing arrangement or are aircraft transitioning between code-share agreements with our major airline partners.

As of December 31, 2018, our fleet scheduled for service consisted of aircraft manufactured by Bombardier Aerospace (“Bombardier”) and Embraer S.A. (“Embraer”) summarized as follows:

Manufacturer

Aircraft Type

Seat Configuration

Bombardier

CRJ900s

76

Bombardier

CRJ700s

65-70

Bombardier

CRJ200s

50

Embraer

E175s

76

Embraer

ERJ145s

50

Bombardier and Embraer are the primary manufacturers of regional jets operated in the United States and offer many of the amenities of larger commercial jet aircraft, including flight attendant service, a stand‑up cabin, overhead and under seat storage, lavatories and in‑flight snack and beverage service. The speed of Bombardier and Embraer regional jets is comparable to larger aircraft operated by major airlines, and they have a range of approximately 1,600 miles and 2,100 miles, respectively.

We were incorporated in Utah in 1972. Our principal executive offices are located at 444 South River Road, St. George, Utah 84790, and our primary telephone number is (435) 634‑3000. We maintain an internet website at inc.skywest.com, which provides links to our annual, quarterly and current reports filed with the Securities and Exchange Commission (“SEC”). The information on our website does not constitute part of this Report. In addition, we provide electronic or paper copies of our SEC filings free of charge upon request.

Our Operating Platforms

SkyWest

We provide regional jet service to airports throughout the United States, as well as Mexico and Canada. As of December 31, 2018, we offered approximately 2,170 daily departures, of which approximately 820 were United Express flights, 920 were Delta Connection flights, 290 were American Eagle flights and 140 were Alaska Airlines flights. Our operations are conducted principally from airports located in Chicago (O’Hare), Denver, Houston, Los Angeles,

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Minneapolis, Phoenix, Salt Lake City, San Francisco and Seattle. As of December 31, 2018, we operated a fleet of 470 aircraft consisting of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

CRJ200

    

CRJ700

    

CRJ900

    

E175

    

Total

    

United

 

90

 

19

 

 —

 

65

 

174

 

Delta

 

87

 

22

 

41

 

49

 

199

 

American

 

 7

 

58

 

 —

 

 —

 

65

 

Alaska

 

 —

 

 —

 

 —

 

32

 

32

 

Total

 

184

 

99

 

41

 

146

 

470

 


We conduct our code‑share operations with our major airline partners pursuant to the following agreements:

Major airline partner

Agreement

United

“United Express Agreements” and “United Express Prorate Agreement”

Delta

“Delta Connection Agreement” and “Delta Connection Prorate Agreement”

American

“American Agreement” and “American Prorate Agreement”

Alaska

“Alaska Agreement”

A summary of the terms for each of our code‑share agreements is provided under the heading “Code-Share Agreements” below on page 6.

ExpressJet

Prior to our sale of ExpressJet in January 2019, ExpressJet provided regional jet service to airports primarily located in the Eastern and Midwestern United States, as well as Mexico, Canada and the Caribbean.  ExpressJet’s operations were conducted principally from airports located in Atlanta, Chicago (O’Hare), Houston, Newark and New York. During the year ended December 31, 2018, ExpressJet offered approximately 600 daily departures, of which approximately 90 were Delta Connection flights, 440 were United Express flights and 70 were American Eagle flights. As of December 31, 2018, ExpressJet operated a fleet of 126 aircraft consisting of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

CRJ200

    

ERJ145

    

CRJ700

    

Total

    

 

 

United

 

16

 

100

 

 —

 

116

 

 

 

American

 

 —

 

 —

 

10

 

10

 

 

 

Total

 

16

 

100

 

10

 

126

 

 

 


SkyWest Leasing

The SkyWest Leasing segment includes revenue attributed to our Embraer E175 dual-class regional jet aircraft (“E175”) ownership cost earned under the applicable fixed-fee contracts, and the depreciation and interest expense of our E175 aircraft.  The SkyWest Leasing segment’s total assets and capital expenditures include the acquired E175 aircraft.  The SkyWest Leasing segment additionally includes the income from CRJ200 aircraft leased to a third-party.

Competition and Economic Conditions

The airline industry is highly competitive. SkyWest competes principally with other regional airlines. Our operations extend throughout most major geographic markets in the United States. Our competition includes, therefore, nearly every other domestic regional airline. Our primary competitors include Air Wisconsin Airlines Corporation (“Air Wisconsin”); Endeavor Air, Inc. (“Endeavor”) (owned by Delta); Envoy Air Inc. (“Envoy”), PSA Airlines, Inc. (“PSA”) and Piedmont Airlines (“Piedmont”) (Envoy, PSA and Piedmont are owned by American); ExpressJet Airlines (subsequent to January 2019); Horizon Air Industries, Inc. (“Horizon”) (owned by Alaska Air Group, Inc.); Mesa Air Group, Inc. (“Mesa”); Republic Airways Holdings Inc. (“Republic”); and Trans States Airlines, Inc. (“Trans States”). Major airlines typically award code-share flying arrangements to regional airlines based primarily upon the following criteria: ability to fly contracted schedules, availability of labor resources, including pilots, low operating cost, financial

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resources, geographical infrastructure, overall customer service levels relating to on‑time arrival and flight completion percentages and the overall image of the regional airline.

The principal competitive factors for regional airline code‑share arrangements include labor resources, code‑share agreement terms, reliable flight operations, operating cost structure, ability to finance new aircraft, certification to operate certain aircraft types and geographical infrastructure and markets and routes served.

Our operations represent the largest regional airline operations in the United States. However, regional carriers owned by major airlines may have access to greater resources than we do through their parent companies.

Generally, the airline industry is sensitive to changes in general economic conditions. Economic downturns, combined with competitive pressures, have contributed to a number of reorganizations, bankruptcies, liquidations and business combinations among major and regional carriers. The effect of economic downturns may be somewhat mitigated by our predominantly contract-based flying arrangements. If, however, any of our major airline partners experience a prolonged decline in the number of passengers or are negatively affected by low ticket prices or high fuel prices, they may seek rate reductions in future code-share agreements, or materially reduce scheduled flights in order to reduce their costs. In addition, adverse weather conditions can impact our ability to complete scheduled flights and can have a negative impact on our operations and financial condition.

Industry Overview

Majors, Low-Cost Carriers and Regional Airlines

The airline industry in the United States has traditionally been comprised of several major airlines, including Alaska, American, Delta and United. The major airlines offer scheduled flights to most major U.S. cities, numerous smaller U.S. cities, and cities throughout the world through a hub and spoke network.

Low-cost carriers, such as Southwest Airlines Co. (“Southwest”) and JetBlue Airways Corporation (“JetBlue”), generally offer fewer conveniences to travelers and have lower cost structures than major airlines, which permits them to offer flights to and from many of the same markets as the major airlines, but at lower prices.

Regional airlines, including SkyWest, typically operate smaller aircraft on shorter distance routes than major and low‑cost carriers. Several regional airlines, including Endeavor, Envoy, Horizon, Piedmont and PSA, are wholly‑owned subsidiaries of major airlines.

Regional airlines generally do not try to establish an independent route system to compete with the major airlines. Rather, regional airlines typically enter into relationships with one or more major airlines, pursuant to which the regional airline agrees to use its smaller, lower‑cost aircraft to carry passengers booked and ticketed by the major airline between a hub of the major airline and a smaller outlying city. In exchange for such services, the major airline pays the regional airline either a fixed flight fee, termed “contract” or “fixed‑fee” flights, or the regional airline receives a percentage of applicable passenger ticket revenues, termed “prorate” or “revenue‑sharing” flights, as described in more detail below.

Code‑Share Agreements

Regional airlines generally enter into code‑share agreements with major airlines, pursuant to which the regional airline is authorized to use the major airline’s two‑letter flight designator codes to identify the regional airline’s flights and fares in the central reservation systems, to paint its aircraft with the colors and/or logos of the major airline and to market and advertise its status as a carrier for the major airline. Code‑share agreements also generally obligate the major airline to provide services such as reservations, ticketing, ground support and gate access to the regional airline, and the major airline often coordinates marketing, advertising and other promotional efforts. In exchange, the regional airline provides a designated number of low‑capacity (usually between 50 and 76 seats) flights between larger airports served by the major airline and surrounding cities, usually in lower‑volume markets. The financial arrangements between the regional airlines and their code‑share partners usually involve either fixed‑fee arrangements or revenue‑sharing arrangements as explained below:

·

Fixed‑Fee Arrangements.  Under a fixed‑fee arrangement (referred to as a “fixed‑fee arrangement,” “fixed-fee contract,” “contract flying” or a “capacity purchase agreement”), the major airline generally pays the

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regional airline a fixed‑fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) and block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month with additional incentives based on completion of flights, on‑time performance and other operating metrics. The regional airline typically acquires or finances the aircraft used under the fixed-fee arrangement, which is considered a lease of the aircraft to our major airline partner.  In addition, under a fixed fee arrangement, the major airline bears the risk of fuel price fluctuations and certain other costs. Regional airlines benefit from fixed‑fee arrangements because they are protected from some of the elements that cause volatility in airline financial performance, including variations in ticket prices, number of passengers and fuel prices. However, regional airlines in fixed‑fee arrangements generally do not benefit from positive trends in ticket prices, ancillary revenue, such as baggage and food and beverage fees, the number of passengers enplaned or fuel prices, because the major airlines retain passenger fare volatility risk and fuel costs associated with the regional airline flight.

·

Revenue‑Sharing Arrangements.  Under a revenue‑sharing arrangement (referred to as a “revenue‑sharing” arrangement or “prorate” arrangement), the major airline and regional airline negotiate a passenger fare proration formula for specifically identified routes, pursuant to which the regional airline receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on the regional airline and the other portion of their trip on the major airline. On the other hand, the regional airline receives all of the passenger fare when a passenger purchases a ticket on a route solely operated by the regional airline. Substantially all costs associated with the regional airline flight are borne by the regional airline. In a revenue‑sharing arrangement, the regional airline may realize increased profits as ticket prices and passenger loads increase or fuel prices decrease and, correspondingly, the regional airline may realize decreased profits as ticket prices and passenger loads decrease or fuel prices increase.

We have code‑share agreements with United, Delta, American and Alaska. ExpressJet had code‑share agreements with United, Delta and American during 2018.

During the year ended December 31, 2018, approximately 84.3% of our and ExpressJet’s flying agreements revenue related to fixed‑fee contract flights, where Delta, United, American and Alaska controlled scheduling, ticketing, pricing and seat inventories. The remainder of our flying agreements revenue during the year ended December 31, 2018 related to prorate flights for Delta, United or American, where we controlled scheduling, pricing and seat inventories, and shared passenger fares with Delta, United or American according to prorate formulas.

Under our fixed-fee arrangements, our major airline partners compensate us for our costs of owning or leasing the aircraft on a monthly basis. The aircraft compensation structure varies by agreement, but is intended to cover either our aircraft principal and interest debt service costs, our aircraft depreciation and interest expense or our aircraft lease expense costs while the aircraft is under contract. The number of aircraft under our fixed‑fee arrangements and our prorate arrangements as of December 31, 2018 is reflected in the summary below. The following summaries of our code-share agreements with our major airline partners do not purport to be complete and are qualified in their entirety by reference to the applicable agreement.

Delta Connection Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination
Dates

Delta Connection Agreement

(fixed-fee arrangement)

CRJ 200 

CRJ 700

CRJ 900

E175

58

22

41

49

Individual aircraft have scheduled removal dates from 2019 to 2029

The average remaining term of the aircraft under contract is 4.1 years

Delta Connection Prorate Agreement (revenue-sharing arrangement)

CRJ 200

29

Item 4.

Terminable with 30-day noticeMine Safety Disclosures

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United Express Agreements

29

Agreement

Aircraft type

Number of Aircraft

Term / Termination
Dates

United Express Agreements

(fixed-fee arrangement)

CRJ 200

CRJ 700

E175

65

19

65

Individual aircraft have scheduled removal dates under the agreement between 2019 and 2029

The average remaining term of the aircraft under contract is 7.0 years

United Express Prorate Agreement (revenue-sharing arrangement)

CRJ 200

25

Terminable with 120-day notice

American Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

American Agreement

(fixed-fee arrangement)

CRJ 700

58

Individual aircraft have scheduled removal dates from 2019 to 2023

American Prorate Agreement

(revenue-sharing arrangement)

CRJ 200

7

Terminable with 120-day notice

Alaska Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination
Dates

Alaska Agreement

(fixed-fee arrangement)

E175

32

Individual aircraft have scheduled removal dates from 2027 to 2030

As of December 31, 2018, ExpressJet operated 100 ERJ145 aircraft and 16 CRJ200 aircraft under fixed-fee agreements with United and 10 CRJ700 aircraft under a fixed-fee agreement with American.  We sold ExpressJet in January 2019.  In conjunction with the sale of ExpressJet, SkyWest retained ownership of the 16 CRJ200 aircraft and the 10 CRJ700 aircraft operated by ExpressJet as of December 31, 2018. We agreed to lease the 16 CRJ200 aircraft to ExpressJet for up to a five-year period.  We are pursuing alternative uses of the 10 CRJ700 aircraft, including but not limited to, using the aircraft under fixed-fee agreements or leasing the aircraft or related engines to third parties.  ExpressJet leased 100 ERJ145 from United and the ERJ145 aircraft remained with ExpressJet in conjunction with the sale of ExpressJet.

In addition to the contractual arrangements described above, we have entered into agreements with Alaska and Delta to acquire and operate additional E175 dual-class regional jet aircraft (which are typically configured with 76 or 70 seats)  for those major airline partners.  As of December 31, 2018, we anticipated placing an additional three E175 aircraft with Alaska and nine E175 aircraft with Delta. The delivery dates for the new E175 aircraft are expected to take place from 2019 through 2021. Final delivery dates may be adjusted based on various factors.

We also entered into an agreement with Delta to operate 20 new Canadair CRJ900 regional jet aircraft (“CRJ900”). The aircraft will be acquired by Delta and operated by us under a fixed-fee agreement.  As of December 31, 2018, we had taken delivery of five of these CRJ900 aircraft and placed them into service, and anticipate the delivery of the remaining 15 aircraft will continue through the end of 2020. These aircraft will replace 20 CRJ700 aircraft scheduled to expire under our flying contracts with Delta.

Delta Connection Agreements

We and Delta are parties to a Delta Connection Agreement (the "Delta Connection Agreement"), pursuant to which we provide contract flight services for Delta.

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The Delta Connection Agreement has a latest scheduled termination date of 2029. The Delta Connection Agreement is subject to early termination in various circumstances, including:

·

if we or Delta commit a material breach of the Delta Connection Agreement, subject to 30‑day notice and cure rights;

·

if we fail to conduct all flight operations and maintain all aircraft under the Delta Connection Agreement in compliance in all material respects with applicable government regulations;

·

if we fail to satisfy certain performance and safety requirements;

·

if either party files for bankruptcy, reorganization or similar action (subject to limitations imposed by the U.S. Bankruptcy Code) or makes an assignment for the benefit of creditors; or

·

if we fail to maintain competitive base rate costs (provided, however, that we have the right to adjust our rates prior to any such termination).

United Express Agreements

We and United are parties to two United Express agreements: a United Express agreement to operate certain CRJ200s and CRJ700s, and a United Express agreement to operate E175 aircraft (collectively, the “United Express Agreements”).

The United Express Agreements have a latest scheduled termination date in 2027. The United Express Agreements are subject to early termination in various circumstances including:

·

if we or United fail to fulfill an obligation under the United Express Agreements for a period of 60 days after written notice to cure;

·

if our operations fall below certain performance levels for a period of three consecutive months;

·

subject to limitations imposed by the U.S. Bankruptcy Code, if either party becomes insolvent, fails to pay its debts when due, takes action leading to its cessation as a going concern, makes an assignment of substantially all of its assets, or ceases or suspends operations; or

·

subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and certain specified conditions are not satisfied.

American Agreement

We and American are parties to an agreement (the “American Agreement”) for the operation of CRJ700 aircraft. The American Agreement for CRJ700 aircraft is scheduled to terminate in 2023 and is subject to early termination in various circumstances including:

·

if we or American fail to fulfill any obligation under the American Agreement for a period of 30 days after written notice to cure;

·

if our operations fall below certain performance levels;

·

subject to limitations imposed by the U.S. Bankruptcy Code, if either party makes a general assignment for the benefit of creditors or becomes insolvent; or

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·

subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and certain specified conditions are not satisfied

Alaska Agreement

We and Alaska are parties to a Capacity Purchase Agreement (the “Alaska Agreement”) for the operation of E175 aircraft. The agreement has a 12‑year term for each of the aircraft subject to the agreement. The Alaska Agreement is subject to early termination in various circumstances including:

·

if we or Alaska fail to fulfill an obligation under the Alaska Capacity Purchase Agreement for a period of 30 days after written notice to cure;

·

if our operational performance falls below certain performance levels;

·

subject to limitations imposed by the U.S. Bankruptcy Code, if either party makes a general assignment for the benefit of creditors or becomes insolvent; or

·

subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and certain specified conditions are not satisfied.

Training and Aircraft Maintenance

SkyWest provides substantially all training to our crew members and maintenance personnel at our training facilities. Our employees perform routine airframe and engine maintenance along with periodic inspections of equipment at our maintenance facilities. We also use third‑party vendors for certain airframe and engine maintenance work.

Fuel

Our fixed‑fee agreements with Delta, United, American and Alaska require the respective major airline partner to reimburse us for the fuel costs we incur under those agreements, thereby reducing our exposure to fuel price fluctuations. Under our prorate agreements with Delta, United and American, we are responsible for the costs to operate the flights, including fuel costs, and therefore we are exposed to fuel price fluctuations for flights operated under our prorate agreements. During the year ended December 31, 2018, United and Delta purchased the majority of the fuel for our aircraft flying under their respective fixed-fee agreements directly from their fuel vendors. Historically, we have not experienced problems with the availability of fuel, and believe we will be able to obtain fuel in quantities sufficient to meet our existing and anticipated future requirements at competitive prices. Standard industry fuel purchase contracts generally do not provide protection against fuel price increases, nor do they ensure availability of supply. We typically purchase fuel from third-party suppliers for our prorate agreements. A substantial increase in the price of jet fuel for flights we operate under our prorate agreements, or the lack of adequate fuel supplies in the future, could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Employee Matters

Collective Bargaining

As of December 31, 2018, we had approximately 15,900 full‑time equivalent employees, including 2,932 employed by ExpressJet. Approximately 85.3% of these employees were represented by a labor group. As of December 31, 2018, approximately 2,320 of ExpressJet’s 2,932 employees were represented by a national union.

As of December 31, 2018, SkyWest and SkyWest Airlines collectively employed 12,968 full‑time equivalent employees, consisting of 4,706 pilots, 3,843 flight attendants, 1,633 customer service personnel, 1,208 mechanics, 893 other maintenance personnel, 190 dispatchers and 495 operational support and administrative personnel. None of these employees are currently represented by a national union. Our employees are represented by in-house labor associations

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that have entered into collective bargaining agreements regarding our employee compensation and work rules.  Union organizing efforts among our employees do occur from time to time and may continue in the future. If unionization efforts are successful, we may be subjected to increased risks of work interruption or stoppage and/or incur additional expenses associated with increased union representation of our employees. Neither SkyWest nor SkyWest Airlines has ever experienced a work stoppage due to a strike or other labor dispute, and we consider our relationships with our employees to be good.

Our relations with labor unions in the United States are governed by the Railway Labor Act (the “RLA”). Under the RLA, a collective bargaining agreement between an airline and a labor representative does not expire, but instead becomes amendable as of a stated date. If either party wishes to modify the terms of any such agreement, it must notify the other party in the manner prescribed by the RLA and/or described in the agreement. After receipt of such notice, the parties must meet for direct negotiations, and if no agreement is reached, either party may request the National Mediation Board to initiate a process including mediation, arbitration, and a potential “cooling off” period that must be followed before either party may engage in “self-help.” “Self-help” includes, among other things, a strike by the representative or the imposition of proposed changes to the collective bargaining agreement by the airline. The U.S. Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties.

Government Regulation

All interstate air carriers, including SkyWest, are subject to regulation by the U.S. Department of Transportation (the “DOT”), the U.S. Federal Aviation Administration (the “FAA”) and other governmental agencies. Regulations promulgated by the DOT primarily relate to economic aspects of air service. The FAA requires operating, air worthiness and other certificates; approval of personnel who may engage in flight, maintenance or operating activities; record‑keeping procedures in accordance with FAA requirements; and FAA approval of flight training and retraining programs. Generally, governmental agencies enforce their regulations through, among other methods, certifications, which are necessary for the continued operations of SkyWest, and proceedings, which can result in civil or criminal penalties or revocation of operating authority. The FAA can also issue maintenance directives and other mandatory orders relating to, among other things, grounding of aircraft, inspection of aircraft, installation of new safety‑related items and the mandatory removal and replacement of aircraft parts.

We believe SkyWest is in compliance in all material respects with FAA regulations and holds all operating and airworthiness certificates and licenses which are necessary to conduct our operations. We incur substantial costs in maintaining current certifications and otherwise complying with the laws, rules and regulations to which we are subject. Our flight operations, maintenance programs, record keeping and training programs are conducted under FAA approved procedures. All air carriers operating in the United States are required to comply with federal laws and regulations pertaining to noise abatement and engine emissions. All such air carriers are also subject to certain provisions of the Federal Communications Act of 1934, as amended, because of their extensive use of radio and other communication facilities. SkyWest is also subject to certain federal and state laws relating to protection of the environment, labor relations and equal employment opportunity. We believe SkyWest is in compliance in all material respects with these laws and regulations.

Environmental Matters

We are subject to various federal, state, local and foreign laws and regulations relating to environmental protection matters. These laws and regulations govern such matters as environmental reporting, storage and disposal of materials and chemicals and aircraft noise. We are, and expect in the future to be, involved in various environmental matters and conditions at, or related to, our properties. We are not currently subject to any environmental cleanup orders or actions imposed by regulatory authorities. We are not aware of any active material environmental investigations related to our assets or properties.

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Safety and Security

We are committed to the safety and security of our passengers and employees. We have taken many steps, both voluntarily and as mandated by governmental authorities, to increase the safety and security of our operations. Some of the safety and security measures we have taken with our major airline partners include: aircraft security and surveillance, positive bag matching procedures, enhanced passenger and baggage screening and search procedures, and securing of cockpit doors. We are committed to complying with future safety and security requirements.

Insurance

We maintain insurance policies we believe are of types customary in the industry and in amounts we believe are adequate to protect against material loss. These policies principally provide coverage for public liability, passenger liability, baggage and cargo liability, property damage, including coverage for loss or damage to our flight equipment, and workers’ compensation insurance.

Seasonality

Our results of operations for any interim period are not necessarily indicative of those for the entire year, in part because the airline industry is subject to seasonal fluctuations and changes in general economic conditions. Our operations are somewhat favorably affected by pleasure travel on our prorate routes, historically contributing to increased travel in the summer months, and are unfavorably affected by decreased business travel during the months from November through January and by inclement weather which can result in cancelled flights, principally during the winter months. Additionally, a significant portion of our fixed‑fee arrangements is based on completing flights and we typically have more scheduled flights during the summer months. We generally experience a significantly higher number of weather cancellations during the winter months, which negatively impacts our revenue during such months.

ITEM 1A.  RISK FACTORS

In addition to factors discussed elsewhere in this Report, the following are important risks which could adversely affect our future results. Additional risks and uncertainties not presently known to us or that we currently do not deem material may also impair our business operations. If any of the risks we describe below occur, or if any unforeseen risk develops, our operating results may suffer, our financial condition may deteriorate, the trading price of our common stock may decline and investors could lose all or part of their investment in us.

Risks Related to Our Operations

Our business model is dependent on code-share agreements with four major airline partners.

Our business model depends on major airlines electing to contract with us instead of operating their own regional jets. Some regional airlines are owned by a major airline. We have no guarantee that in the future our major airline partners will choose to enter into contracts with us instead of operating their own regional jets. Our major airline partners are not prohibited from doing so under our code‑share agreements. A decision by any of our major airline partners to phase out code‑share relationships and instead acquire and operate their own regional jets could have a material adverse effect on our financial results.

As of December 31, 2018, 489 out of our total 596 aircraft available for scheduled service were operating under a fixed‑fee arrangement or a revenue‑sharing agreement with either Delta or United. If our code‑share relationship with Delta or United were terminated, we would be significantly impacted and likely would not have an immediate source of revenue or earnings to offset such loss. A termination of either of these relationships would likely have a material adverse effect on our financial condition, operating revenues and net income unless we are able to enter into satisfactory substitute arrangements for the utilization of the affected aircraft by other code‑share partners, or, alternatively, obtain the airport facilities and gates and make the other arrangements necessary to fly as an independent airline. We may not be able to enter into substitute code‑share arrangements, and any such arrangements we might secure may not be as favorable to us as our current agreements. Operating an airline independent from major airline partners would be a

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significant departure from our business plan and would likely require significant time and resources, which may not be a viable alternative.

Additionally, each of our agreements with our major airline partners is subject to certain early termination provisions. For example, Delta’s termination rights include the right to terminate the agreements upon the occurrence of certain force majeure events (including certain labor‑related events) that prevent us from performing for certain periods and the right to terminate the agreements if we fail to maintain competitive base rate costs, subject to certain rights to take corrective action to reimburse Delta for lost revenues. United may terminate the United Express Agreements due to our uncured breach of certain operational or performance provisions, including measures and standards related to flight completions, baggage handling and on‑time arrivals. We currently use the systems, facilities and services of Delta and United to support a significant portion of our operations, including airport and terminal facilities and operations, information technology support, ticketing and reservations, scheduling, dispatching, fuel purchasing and ground handling services. If Delta or United were to cease to maintain any of these systems, close any of these facilities or no longer provide these services to us, due to termination of one of our code‑share agreements, a strike or other labor interruption by Delta or United personnel or for any other reason, we may not be able to obtain alternative systems, facilities or services on terms and conditions as favorable as those we currently receive, or at all. Since our revenues and operating profits are dependent on our level of flight operations, we could then be forced to significantly reduce our operations. Furthermore, upon certain terminations of our code‑share agreements, Delta and United could require us to sell or assign to them facilities and assets, including maintenance facilities, we use in connection with the code‑share services we provide. As a result, in order to offer airline service after termination of any of our code‑share agreements, we may have to replace these facilities, assets and services. We may be unable to arrange such replacements on satisfactory terms, or at all.

We are reliant on two aircraft manufacturers and one engine manufacturer.

We operate aircraft manufactured by Bombardier and Embraer.  The issuance of FAA or manufacturer directives restricting or prohibiting the use of any Bombardier or Embraer aircraft types we operate could negatively impact our business and financial results.  We are also dependent upon General Electric as the sole manufacturer of engines used on the aircraft we operate.  Our operations could be materially and adversely affected by the failure or inability of Bombardier, Embraer or General Electric to provide sufficient parts or related maintenance and support services to us on a timely manner. Additionally, timing of aircraft deliveries could be delayed.

Our growth may be limited with our major airline partners' flight systems.

Additional growth opportunities within our major airline partners’ flight systems are limited by various factors, including a limited number of regional aircraft each such major airline partner can operate in its regional network due to its own labor agreements. Except as contemplated by our existing code‑share agreements, we cannot be sure that our major airline partners will contract with us to fly any additional aircraft. We may not receive additional growth opportunities, or may agree to modifications to our code‑share agreements that reduce certain benefits to us in order to obtain additional aircraft, or for other reasons. Given the competitive nature of the airline industry, we believe limited growth opportunities may result in competitors accepting reduced margins and less favorable contract terms in order to secure new or additional code‑share operations. Even if we are offered growth opportunities by our major airline partners, those opportunities may involve economic terms or financing commitments that are unacceptable to us. Additionally, our major airline partners may reduce the number of regional jets in their system by not renewing or extending existing flying arrangements with regional operators. Any one or more of these factors may reduce or eliminate our ability to expand our flight operations with our existing major airline partners.

Increases in labor costs, including pilot costs, maintenance costs and overhead costs may result in lower operating margins under our fixed-fee contracts.

Labor costs are a significant component of our total expenses. Currently, we believe our labor costs are competitive relative to other regional airlines. However, we cannot provide assurance that our labor costs going forward will remain competitive because of changes in supply and demand for labor in the regional industry. We compete against other airlines and businesses for labor in many highly skilled positions. If we are unable to hire, train and retain qualified employees at a reasonable cost, sustain employee engagement in our strategic vision, or if we are unsuccessful at implementing succession plans for our key staff, we may be unable to grow or sustain our business. Attrition beyond

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normal levels could negatively impact our operating results, increase our training and labor costs and our business prospects could be harmed.

Additionally, under our fixed-fee contracts with Delta, United, American and Alaska, a portion of our compensation is based upon pre‑determined rates typically applied to production statistics (such as departures, block hours, flight hours and number of aircraft in service each month). The primary operating costs intended to be compensated by the pre-determined rates include labor costs, including crew training costs, certain aircraft maintenance expenses, and overhead costs.  During the year ended December 31, 2018, approximately 90.1% of our code‑share operating costs were reimbursable at pre‑determined rates and 9.9% of our code‑share operating costs were pass‑through costs.  Additionally, our aircraft maintenance costs may increase annually as our fleet ages at a higher rate than our pre-determined rates allow.  If our operating costs for labor, aircraft maintenance and overhead costs exceed the compensation earned from our pre‑determined rates under our fixed‑fee arrangements, our financial position and operating results will be negatively affected.

Information technology security breaches, hardware or software failures, or other information technology disruptions may negatively impact our operations or reputation.

The performance and reliability of our technology are critical to our ability to compete effectively. Any internal technological error or failure or large‑scale external interruption in the technological infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our internal network. Any individual, sustained or repeated failure of technology could impact our ability to conduct our business and result in increased costs. Our technological systems and related data may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

In addition, as a part of our ordinary business operations, we collect and store sensitive data, including personal information of our passengers and employees and information of our business partners. Our information systems are subject to an increasing threat of continually evolving cybersecurity risks. Unauthorized parties may attempt to gain access to our systems or information through fraud or other means of deception. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving, and may be difficult to anticipate or to detect for long periods of time. We may not be able to prevent all data security breaches or misuse of data. The compromise of our technology systems resulting in the loss, disclosure, misappropriation of, or access to, customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business and financial condition.

We may experience disruption in service with key third-party service providers.

We rely on outside vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, ground handling, fueling, computer reservation system hosting, telecommunication systems and information technology infrastructure and services.

Even though we strive to formalize agreements with these vendors that define expected service levels, our use of outside vendors increases our exposure to several risks. In the event that one or more vendors goes into bankruptcy, ceases operation or fails to perform as promised, replacement services may not be readily available at competitive rates, or at all. If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues or negative public perception of our airline. Vendor bankruptcies, unionization, regulatory compliance issues or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms. These events could result in disruptions in our operations or increases in our cost structure.

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The Airline Safety and Pilot Training Improvement Act of 2009 may continue to negatively affect our operations and financial condition.

The Airline Safety and Pilot Training Improvement Act of 2009 (the “Improvement Act”) became effective in August 2013. The Improvement Act added new certification requirements for entry‑level commercial pilots, requires additional emergency training for airline personnel, improves availability of pilot records and mandates stricter rules to minimize pilot fatigue.

The Improvement Act also:

·

Requires that all airline pilots obtain an Airline Transport Pilot license, which was previously only required for captains.

·

Obligates the FAA to maintain a database of pilot records, including records to be provided by airlines and other sources, so that airlines will have access to more information before they hire pilots.

·

Requires the FAA to issue new regulations governing the airlines’ obligations to submit pilot records and the requirements for airlines to obtain access for information in the database before the database portion of the Improvement Act becomes effective.

·

Directs the FAA to rewrite the rules for how long pilots are allowed to work and how much rest they must have before working.

 The Improvement Act (and associated regulations) has increased our compliance and FAA reporting obligations, has had a negative effect on pilot scheduling, work hours and the number of pilots required to be employed for our operations or other aspects of our operations, and may continue to negatively impact our operations and financial condition.

We have aircraft lease and debt commitments that extend beyond our existing fixed‑fee contractual term on certain aircraft.

Under our fixed‑fee arrangements with multiple major airline partners we have a total of 53 CRJ700s/CRJ900s with flying contract expirations in 2019 and 2020. Our underlying lease or debt financing obligations associated with each of these aircraft are scheduled to terminate in 2024 and 2025 on an aircraft‑by‑aircraft basis. We may not be successful in extending the flying contract term on these aircraft with our major airline partner at acceptable economic terms. In the event we are unsuccessful in extending the flying contract terms on these aircraft, we intend to pursue alternative uses for the aircraft over the remaining aircraft financing term including, but not limited to, operating the aircraft with another major carrier under a negotiated code‑share agreement or subleasing the aircraft to another operator. Additionally, we may negotiate an early lease return agreement with the aircraft lessor.  In the event we are unable to extend the flying contract terms for these aircraft at each respective contract’s expiration, we may incur cash and non-cash early lease termination costs that would negatively impact our operations and financial condition.  Additionally, in the event we are unable to extend a flying contract with an existing major airline partner, but reach an agreement to place the aircraft into service with a different major airline partner, we likely will incur inefficiencies and incremental costs, such as changing the aircraft livery, which would negatively impact our financial results.

Our sale of ExpressJet may negatively impact our financial results, and we may not be successful in growing our business, revenues and profits from operations independent of ExpressJet.

Prior to the sale of ExpressJet in January 2019, 17.5% of our total revenue for the year ended December 31, 2018 was generated by regional jet service provided by ExpressJet.  Following the sale of ExpressJet, we expect that our revenues will be materially reduced as we are no longer generating revenue from the operations of ExpressJet.  We also expect the sale of ExpressJet to reduce the overall scale and resources of our business, which could adversely impact our ability to compete against other regional and low-cost carriers, particularly those owned by major airlines that may have

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access to greater resources through their parent companies.  There can be no assurance that the proceeds and other benefits from the sale of ExpressJet will be sufficient for us to grow our business, revenues and profits, and our future growth will depend on our ability to successfully implement our business strategy independent of ExpressJet going forward. If we are unable to successfully execute on this business strategy, or otherwise compete effectively with other regional and low-cost airlines, our business, financial condition, results of operations and growth prospects could be materially and adversely affected.

There are long‑term risks related to supply and demand of regional aircraft associated with our regional airline services strategy.

Our major airline partners have indicated that their committed supply of regional airline capacity is larger than they desire given current market conditions. Specifically, they have identified a general oversupply of 50‑seat regional jets under contractual commitments with regional airlines. Delta in particular has reduced both the number of 50‑seat regional jets within its network and the number of regional airlines with which it contracts. In addition to reducing the number of 50‑seat jets under contract, major airlines have reduced the utilization of regional aircraft, thereby reducing the revenue paid to regional airlines under capacity purchase agreements. This decrease has had, and may continue to have, a negative impact on our regional airline services revenue and financial results.

The residual value of our owned aircraft may be less than estimated in our depreciation policies.

As of December 31, 2018, we had approximately $5.0 billion of property and equipment and related assets, net of accumulated depreciation.  In accounting for these long‑lived assets, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate.  Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long‑lived assets, a significant change in the condition of the long‑lived assets and operating cash flow losses associated with the use of the long‑lived assets.  In the event the estimated residual value of any of our aircraft types is determined to be lower than the residual value assumptions used in our depreciation policies, the applicable aircraft type in our fleet may be impaired and may result in a material reduction in the book value of applicable aircraft types we operate or we may need to prospectively modify our depreciation policies. For example, during 2016 we recorded an impairment of $465.6 million attributable to certain long-lived assets associated with our 50-seat aircraft primarily resulting from changes to our short-term and long-term fleet plans with our 50-seat aircraft. An impairment on any of our aircraft types we operate or an increased level of depreciation expense resulting from a change to our depreciation policies could result in a material negative impact to our financial results.

Interruptions or disruptions in service at one of our hub airports, due to weather, system malfunctions or for any other reason, could have a material adverse impact on our operations.

We currently operate primarily through hubs across the United States. Nearly all of our flights either originate from or fly into one of these hubs. Our revenues depend primarily on our completion of flights and secondarily on service factors such as timeliness of departure and arrival. Any interruptions or disruptions could, therefore, severely and adversely affect us. Extreme weather such as hurricanes or tornados can cause flight disruptions, and, during periods of storms or adverse weather, our flights may be canceled or significantly delayed. We operate a significant number of flights to and from airports with particular weather difficulties, including Atlanta, Salt Lake City, Chicago, San Francisco and Denver. A significant interruption or disruption in service at one of our hubs, due to adverse weather, system malfunctions, security closures or otherwise, could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe adverse impact on our operations and financial performance.

Negative economic or industry conditions may result in reductions to our flight schedules, which could materially and adversely affect our operations and financial condition.

Our operations and financial condition are affected by many changing economic and other conditions beyond our control, including, among others:

·

disruptions in the credit markets, which may impact availability of financing;

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·

actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks or political instability;

·

changes in consumer preferences, perceptions, spending patterns or demographic trends;

·

changes in the competitive environment due to industry consolidation and other factors;

·

actual or potential disruptions to U.S. air traffic control systems;

·

price of jet fuel and oil;

·

outbreaks of diseases that affect travel behavior; and

·

weather and natural disasters.

The effect of any, or some combination, of the foregoing economic and industry conditions on our operations or financial condition is virtually impossible to forecast; however, the occurrence of any or all of such conditions in a significant manner could materially and adversely affect our operations and financial condition and could cause our major airline partners to reduce the utilization levels of our aircraft under our code-share agreements.

The majority of our code‑share agreements set forth minimum levels of flight operations which our major airline partners are required to schedule for our operations and we are required to provide. These minimum flight operating levels are intended to provide a baseline level of expected utilization of aircraft, labor, maintenance facilities and related flight operations support. Historically, our major airline partners have utilized our flight operations at levels which exceed the minimum levels set forth in our code‑share agreements, however, the occurrence of any or all of the foregoing economic and industry conditions may cause our major airline partners to reduce our utilization levels. If our major airline partners schedule the utilization of our aircraft below historical levels (including taking into account the route distances and frequency of our scheduled flights), we may not be able to maintain operating efficiencies previously obtained, which would negatively impact our operating results and financial condition. Additionally, our major airline partners may change routes and frequencies of flights, which can negatively impact our operating efficiencies. Changes in schedules may increase our flight costs, which could exceed the reimbursed rates paid by our major airline partners. Continued reduced utilization levels of our aircraft or other changes to our schedules under our code‑share agreements would adversely impact our financial results.

We may experience an increase in fuel prices in our prorate operations.

Dependence on foreign imports of crude oil, limited refining capacity and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. If there are additional outbreaks of hostilities or other conflicts in oil‑producing areas or elsewhere, or a reduction in refining capacity (due to weather events, for example), or governmental limits on the production or sale of jet fuel, there could be a reduction in the supply of jet fuel and significant increases in the cost of jet fuel. Additionally, our operations may experience disruptions from temporary fuel shortages by our fuel vendors resulting from fuel quality issues, refueling disruption, or other challenges.   Major reductions in the availability of jet fuel or significant increases in its cost, or a continuation of high fuel prices for a significant period of time, would have a material adverse impact on us.

Pursuant to our fixed‑fee arrangements, our major airline partners have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. However, we bear the economic risk of fuel price fluctuations on our prorate operations. As of December 31, 2018, we operated 25 CRJ200s under a prorate agreement with United, 29 CRJ200s under a prorate agreement with Delta, and seven CRJ200s under a prorate agreement with American. Our operating and financial results with respect to these prorate arrangements can be negatively affected by the price of jet fuel in the event we are unable to increase our passenger fares. Additionally in the event of prolonged low fuel prices, our competitors may lower their passenger ticket prices on routes that compete with our prorate markets, which could negatively impact our passenger load factors.

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Our prorate arrangements with our major airline partners are terminable upon notice of 120 days or less.

Our prorate flying agreements with our major airline partners permit the major airline partner to terminate the agreement in its discretion by giving us notice of 120 days or less.  If one of our major airline partners elects to terminate a flying agreement with notice of 120 days or less, our ability to use the aircraft under an alternative agreement with similar economics may be limited, which could negatively impact our financial results.  Additionally, even if we can subsequently place the aircraft into service with a different major airline partner, of which there can be no assurance, we likely would incur inefficiencies and incremental costs, such as changing the aircraft livery, during the transition period, which would negatively impact our financial results.

We have a significant amount of contractual obligations.

As of December 31, 2018, we had a total of approximately $3.2 billion in total long‑term debt obligations. Substantially all of this long‑term debt was incurred in connection with the acquisition of aircraft and engines. We also have significant long‑term lease obligations primarily relating to our aircraft fleet. These leases are classified as operating leases and therefore are not reflected as liabilities in our consolidated balance sheets. At December 31, 2018, we had 260 aircraft under lease, with remaining terms ranging up to nine years. Future minimum lease payments due under all long‑term operating leases were approximately $477.9 million at December 31, 2018. At a 5.45% discount factor, which is the average rate used to approximate the implicit rates within the applicable aircraft leases, the present value of these lease obligations was equal to approximately $399.2 million at December 31, 2018. Our high level of fixed obligations could impact our ability to obtain additional financing to support additional expansion plans or divert cash flows from operations and expansion plans to service the fixed obligations.

Our anticipated fleet replacement would require a significant increase in our leverage and the related cash requirements.

We currently have 200 CRJ200s with an average life of 16.3 years. Over the next several years, we may continue to replace the CRJ200s with larger regional jets. If we continue to add new aircraft to our fleet, we anticipate using significant amounts of capital to acquire these larger regional jets.

There can be no assurance that our operations will generate sufficient cash flow or liquidity to enable us to obtain the necessary aircraft acquisition financing to replace our current fleet, or to make required debt service payments related to our existing or anticipated future obligations. Even if we meet all required debt, lease and purchase obligations, the size of these long‑term obligations could negatively affect our financial condition, results of operations and the price of our common stock in many ways, including:

·

increasing the cost, or limiting the availability of, additional financing for working capital, acquisitions or other purposes;

·

limiting the ways in which we can use our cash flow, much of which may have to be used to satisfy debt and lease obligations; and

·

adversely affecting our ability to respond to changing business or economic conditions or continue our growth strategy.

If we need additional capital and cannot obtain such capital on acceptable terms, or at all, we may be unable to realize our fleet replacement plans or take advantage of unanticipated opportunities.

Our business could be harmed if we lose the services of our key personnel.

Our business depends upon the efforts of our chief executive officer, Russell A. Childs, and our other key management and operating personnel. We may have difficulty replacing management or other key personnel who cease to be employed by us and, therefore, the loss of the services of any of these individuals could harm our business. We do not maintain key‑person insurance on any of our executive officers.

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We may decrease our dividends and/or reduce the amount of stock repurchases in the future.

Historically, we have paid dividends and repurchased shares of our common stock in varying amounts. The future payment and amount of cash dividends and our future repurchases of shares of common stock, if any, and the number of shares of common stock we may repurchase will depend upon our financial condition and results of operations and other factors deemed relevant by our board of directors. There can be no assurance that we will continue our practice of paying dividends on our common stock or that we will have the financial resources to pay such dividends. There also can be no assurance that we will continue our practice of repurchasing shares of common stock or that we will have the financial resources to repurchase shares of common stock in the future.

In addition, repurchases of our common stock pursuant to our share repurchase program and any future dividends could affect our stock price and increase its volatility. The existence of a share repurchase program and any future dividends could cause our stock price to be higher than it would otherwise be and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program and any future dividends may reduce our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. Further, our share repurchase program may fluctuate such that our cash flow may be insufficient to fully cover our share repurchases. Although our share repurchase program is intended to enhance long-term shareholder value, there is no assurance that it will do so because the market price of our common stock may decline below the levels at which we repurchased shares of stock and short-term stock price fluctuations could reduce the program’s effectiveness.

Disagreements regarding the interpretation of our code‑share agreements with our major airline partners could have an adverse effect on our operating results and financial condition.

Long‑term contractual agreements, such as our code‑share agreements, are subject to interpretation and disputes may arise under such agreements if the parties to an agreement apply different interpretations to that agreement. Those disputes may divert management time and resources from the core operation of the business, and may result in litigation, arbitration or other forms of dispute resolution.

In recent years we have experienced disagreements with our major airline partners regarding the interpretation of various provisions of our code‑share agreements. Some of those disagreements have resulted in litigation, and we may be subject to additional disputes and litigation in the future. Those disagreements have also required a significant amount of management time, financial resources and settlement negotiations of disputed matters.

To the extent that we experience disagreements regarding the interpretation of our code‑share or other agreements, we will likely expend valuable management time and financial resources in our efforts to resolve those disagreements. Those disagreements may result in litigation, arbitration, settlement negotiations or other proceedings. Furthermore, there can be no assurance that any or all of those proceedings, if commenced, would be resolved in our favor. An unfavorable result in any such proceeding could have adverse financial consequences or require us to modify our operations. Such disagreements and their consequences could have an adverse effect on our operating results and financial condition.

Provisions of our charter documents and code‑share agreements may limit the ability or desire of others to gain control of our company.

Our ability to issue shares of preferred and common stock without shareholder approval may have the effect of delaying or preventing a change in control and may adversely affect the voting and other rights of the holders of our common stock, even in circumstances where such a change in control would be viewed as desirable by most investors. The provisions of the Utah Control Shares Acquisitions Act may also discourage the acquisition of a significant interest in or control of our company. Additionally, our code‑share agreements contain termination and extension trigger provisions related to change in control type transactions that may have the effect of deterring a change in control of our company.

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The adoption of new tax legislation or changes to existing tax laws and regulations could adversely affect our financial condition or results of operations.

The airline industry is one of the most heavily taxed industries in the United States. We are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various non-U.S. jurisdictions. Potential changes in existing tax laws, including future regulatory guidance, may impact our effective tax rate and tax payments. There can be no assurance that changes in tax laws or regulations, both within the United States and the other jurisdictions in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our major airline partners, customers or the economy generally may also impact our financial condition and results of operations.

In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.

Risks Related to the Airline Industry

The occurrence of an aviation accident involving our aircraft would negatively impact our operations and financial condition.

An accident or incident involving one of our aircraft could result in significant potential claims of injured passengers and others, as well as repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. In the event of an accident, our liability insurance may not be adequate to offset our exposure to potential claims and we may be forced to bear substantial losses from the accident. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our operational and financial results. Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that our operations are less safe or reliable than other airlines.

Various factors may negatively impact demand for air travel in the United States.

As is the case for other airlines, our operations often are affected by delays, cancellations and other conditions caused by factors largely beyond our control.Factors that might negatively impact our operations include:

·

congestion and/or space constraints at airports or air traffic control problems;

·

facility disruptions including power supplies;

·

lack of operational approval (e.g. new routes, aircraft deliveries, etc.);

·

adverse weather conditions;

·

increased security measures or breaches in security;

·

contagious illness and fear of contagion; 

·

changes in international treaties concerning air rights;

·

international or domestic conflicts or terrorist activity; and

·

other changes in business conditions.

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Increased labor costs, labor disputes and unionization of our workforces may adversely affect our ability to conduct our business and reduce our profitability.

Our business is labor intensive, requiring large numbers of pilots, flight attendants, mechanics and other personnel. Labor costs constitute a significant percentage of our total operating costs. For example, during the year ended December 31, 2018, our salary, wage and benefit costs constituted approximately 43.7% of our total operating costs. Increases in our labor costs could result in a material reduction in our earnings. Any new collective bargaining agreements entered into by other regional carriers with their work forces may also result in higher industry wages and increased pressure on us to increase the wages and benefits of our employees. Future agreements with represented employees may be on terms that are not as attractive as our current agreements or comparable to agreements entered into by our competitors.

SkyWest’s employees are represented by in-house associations; however, organizing efforts to join national unions among those employees occur from time to time. Such efforts will likely continue in the future and may ultimately result in some or all of our employees being represented by one or more national unions. If our employees were to unionize or be deemed to be represented by one or more national unions, negotiations with these unions could divert management attention and disrupt operations, which may result in increased operating expenses and may negatively impact our financial results. Moreover, we cannot predict the outcome of any future negotiations relating to union representation or collective bargaining agreements. Agreements reached in collective bargaining may increase our operating expenses and negatively impact our financial results.

We are subject to significant governmental regulation and potential regulatory changes.

All interstate air carriers, including SkyWest, are subject to regulation by the DOT, the FAA and other governmental agencies. Regulations promulgated by the DOT primarily relate to economic aspects of air service. The FAA requires operating, air worthiness and other certificates; approval of personnel who may engage in flight, maintenance or operation activities; record keeping procedures in accordance with FAA requirements; and FAA approval of flight training and retraining programs. We cannot predict whether we will be able to comply with all present and future laws, rules, regulations and certification requirements or that the cost of continued compliance will not have a material adverse effect on our operations. We incur substantial costs in maintaining our current certifications and otherwise complying with the laws, rules and regulations to which we are subject. A decision by the FAA to ground, or require time‑consuming inspections of or maintenance on, all or any of our aircraft for any reason may have a material adverse effect on our operations. In addition to state and federal regulation, airports and municipalities enact rules and regulations that affect our operations. From time to time, various airports throughout the country have considered limiting the use of smaller aircraft, such as our aircraft, at such airports. The imposition of any limits on the use of our aircraft at any airport at which we operate could have a material adverse effect on our operations.

We cannot predict the impact, of potential regulatory changes that may affect our business or the airline industry as whole including the potential impact of tariffs on aircraft deliveries. However, it is possible that these changes could adversely affect our business. Our business may be subject to additional costs or loss of government subsidies as a result of potential regulatory changes, which could have an adverse effect on our operations and financial results.

The airline industry is highly competitive and has undergone a period of consolidation and transition leaving fewer potential code‑share partners.

The airline industry is highly competitive. We not only compete with other regional airlines, some of which are owned by or operated as code‑share partners of major airlines, but we also face competition from low‑cost carriers and major airlines on many of our routes. Low‑cost carriers such as Southwest, Allegiant, Spirit and JetBlue among others, operate at many of our hubs, resulting in significant price competition. Additionally, a large number of other carriers operate at our hubs, creating intense competition. Certain of our competitors are larger and have significantly greater financial and other resources than we do. Moreover, federal deregulation of the industry allows competitors to rapidly enter our markets and to quickly discount and restructure fares. The airline industry is particularly susceptible to price discounting because airlines incur only nominal costs to provide service to passengers occupying otherwise unsold seats. Increased fare competition could adversely affect our operations and the price of our common stock. The airline industry has undergone substantial consolidation, including the mergers between Alaska and Virgin America Inc. in 2016,

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American and US Airways Group Inc. in 2013, Southwest Airlines Co. and AirTran Holdings, Inc. in 2011, United and Continental Airlines, Inc. in 2010 and Delta and Northwest Airlines, Inc. in 2008. Any additional consolidation or significant alliance activity within the airline industry could limit the number of potential partners with whom we could enter into code‑share relationships and could have a material adverse effect on our relationships with our major airline partners.

Due, in part, to the dynamic nature of the airline industry, major airlines may also make other strategic changes such as changing or consolidating hub locations. If our major airline partners were to make changes such as these in their strategy and operations, our operations and financial results could be adversely impacted.

Terrorist activities or warnings have dramatically impacted the airline industry, and will likely continue to do so.

The terrorist attacks of September 11, 2001 and their aftermath have negatively impacted the airline industry in general, including our operations. The primary effects experienced by the airline industry include a substantial loss of passenger traffic and revenue. If additional terrorist attacks are launched against the airline industry, there will be lasting consequences of the attacks, which may include loss of life, property damage, increased security and insurance costs, increased concerns about future terrorist attacks, increased government regulation and airport delays due to heightened security. Additional terrorist attacks and the fear of such attacks could negatively impact the airline industry, and result in further decreased passenger traffic and yields, increased flight delays or cancellations associated with new government mandates, as well as increased security, fuel and other costs. We cannot provide any assurance that these events will not harm the airline industry generally or our operations or financial condition in particular.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None

ITEM 2.  PROPERTIES

Flight Equipment

As of December 31, 2018, our fleet available for scheduled service consisted of the following types of owned and leased aircraft:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Number of

    

Number of

    

 

    

Scheduled

    

Average

    

 

 

 

 

Owned

 

Leased

 

Passenger

 

Flight

 

Cruising

 

Average

 

Aircraft Type

 

Aircraft

 

Aircraft

 

Capacity

 

Range (miles)

 

Speed (mph)

 

Age (years)

 

CRJ900s

 

20

 

21

 

76

 

1,500

 

530

 

10.2

 

CRJ700s

 

60

 

49

 

65-70

 

1,600

 

530

 

12.9

 

CRJ200s

 

125

 

75

 

50

 

1,500

 

530

 

16.3

 

E175s

 

146

 

 —

 

70-76

 

2,100

 

530

 

2.2

 

ERJ145s

 

 —

 

100

 

50

 

1,500

 

530

 

16.5

 

Several factors may impact our fleet size throughout 2019 and thereafter, including contract expirations, lease expirations, growth opportunities and opportunities to transition to an alternative major airline partner. Below is our 2019 outlook on our fleet by aircraft type. Our actual future fleet size and/or mix of aircraft types will likely vary, and may vary materially, from our current fleet size.

·

CRJ900s/CRJ700s –  We anticipate taking delivery of 15 new CRJ900 aircraft under a nine-year fixed-fee agreement with Delta from early 2019 through mid-2020.  As these new CRJ900 aircraft are placed into service, we anticipate removing 15 used CRJ700 aircraft from service with Delta and we are pursuing alternative uses of these CRJ700 aircraft upon their removal from service. 

·

E175s – We anticipate taking delivery of nine new E175 aircraft under a nine-year fixed-fee agreement with Delta.  We are scheduled to take delivery of five E175 aircraft during 2019 and four E175 aircraft during 2020 under the Delta Connection Agreement.  As these new E175 aircraft are delivered, we expect to remove nine used CRJ900 aircraft from service with Delta, upon which we anticipate leasing five of the

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nine CRJ900 aircraft to a third party and returning four of the nine CRJ900 aircraft to the lessor. Additionally, we are scheduled to take delivery of three new E175 aircraft with Alaska under a fixed-fee contract in 2021.

·

ERJ145s – As of December 31, 2018, ExpressJet leased and operated 100 ERJ145 aircraft under a fixed-fee agreement and aircraft lease with United.  The ERJ145 aircraft remained with ExpressJet in conjunction with the sale of ExpressJet in January 2019.

·

CRJ200s –  Following the sale of ExpressJet in January 2019, we have agreed to lease 16 used CRJ200 to ExpressJet beginning in January 2019.  We currently do not anticipate a significant change in the total number of remaining CRJ200 aircraft scheduled for service during 2019.

Ground Facilities

SkyWest and SkyWest Airlines own or lease, and, as of December 31, 2018, ExpressJet owned or leased, the following principal properties:

SkyWest Facilities

·

We own the corporate headquarters facilities of SkyWest and SkyWest Airlines, located in St. George, Utah, which consist of two adjacent buildings of 63,000 and 55,000 square-feet, respectively.

SkyWest Airlines Facilities

·

SkyWest Airlines leases a 221,000 square-foot facility at the Salt Lake International Airport. This facility consists of a 98,000 square‑foot aircraft maintenance hangar and a 123,000 square‑foot training and office facility. SkyWest Airlines is leasing the facility from the Salt Lake City Department of Airports under a lease that is scheduled to expire in January 2028.

·

SkyWest Airlines owns a 180,000 square‑foot aircraft maintenance hangar and office facility in Milwaukee, Wisconsin with a land lease that is scheduled to expire in November 2032.

·

SkyWest Airlines owns a 135,000 square‑foot aircraft maintenance hangar and office facility in Oklahoma City, Oklahoma with a land lease that is scheduled to expire in June 2027.

·

SkyWest Airlines leases a 126,000 square‑foot aircraft maintenance hangar and office facility in Boise, Idaho. The lease agreement is scheduled to expire in September 2040.

·

SkyWest Airlines leases a 105,000 square‑foot aircraft maintenance hangar and office facility in Fresno, California. The lease agreement is scheduled to expire in August 2019.

·

SkyWest Airlines owns a 101,000 square‑foot aircraft maintenance hangar and office facility in Colorado Springs, Colorado with a land lease that is scheduled to expire in July 2056.

·

SkyWest Airlines leases a 70,000 square‑foot aircraft maintenance hangar and a 30,000 square-foot aircraft maintenance hangar in Tucson, Arizona. The lease agreement is scheduled to expire in February 2022.

·

SkyWest Airlines leases a 96,000 square‑foot aircraft maintenance hangar and office facility in Chicago, Illinois. The lease agreement is scheduled to expire in June 2023.

·

SkyWest Airlines leases a 88,000 square‑foot aircraft maintenance hangar and office facility in Detroit, Michigan. The lease agreement is scheduled to expire in September 2019.

·

SkyWest Airlines leases a 80,000 square‑foot aircraft maintenance hangar and office facility in Nashville, Tennessee. The lease agreement is scheduled to expire in June 2022.

·

SkyWest Airlines owns a 57,000 square-foot aircraft maintenance facility in Palm Springs, California with a land lease that is scheduled to expire in January 2027.

·

SkyWest Airlines owns a 55,000 square‑foot maintenance accessory shop and leases a 5,000 square‑foot training facility in Salt Lake City, Utah. The lease agreement is scheduled to expire in May 2019.

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·

SkyWest Airlines leases a 42,000 square‑foot aircraft maintenance facility in South Bend, Indiana. The lease agreement is scheduled to expire in November 2021.

·

SkyWest Airlines leases a 40,000 square‑foot aircraft maintenance facility in Fort Wayne, Indiana. The lease agreement is scheduled to expire in March 2021.

ExpressJet Facilities (as of December 31, 2018 and retained by ExpressJet following our sale of ExpressJet in January 2019)

·

ExpressJet leased an 83,000 square‑foot aircraft maintenance hangar, and a 15,000 square‑foot shop facility in Knoxville, Tennessee.

·

ExpressJet subleased a 91,000 square‑foot aircraft maintenance facility in Cleveland, Ohio.

·

ExpressJet leased a 69,000 square‑foot aircraft maintenance hangar and office support facility in Houston, Texas.

·

ExpressJet leased a 57,000 square‑foot training center and support space in Houston, Texas.

·

ExpressJet subleased a 50,655 square-feet of building space at Hartsfield Jackson-Atlanta International Airport.

·

ExpressJet leased a 32,000 square‑foot aircraft maintenance facility in Richmond, Virginia.

·

ExpressJet leased a 29,000 square-foot warehouse for the purpose of parts storage in Atlanta, Georgia. 

Our management deems the current facilities of SkyWest and SkyWest Airlines as being suitable to support existing operations and believes these facilities will be adequate for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

We are subject to certain legal actions which we consider routine to our business activities. As of December 31, 2018, our management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on our financial position, liquidity or results of operations.

ITEM 4.  MINE SAFETY DISCLOSURES

The disclosure required by this item is not applicable.

PART II

ITEMItem 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on The Nasdaq Global Select Market under the symbol “SKYW.” As of February 12,  2019, there were approximately 745 stockholders of record of our common stock. Securities held of record do not include shares held in securities position listings. The transfer agent for our common stock is Zions First National Bank, Salt Lake City, Utah.

Dividends

During 2018, our Board of Directors declared regular quarterly dividends of $0.10 per share. During 2017, our Board of Directors declared regular quarterly dividends of $0.08 per share. We intend to continue to pay quarterly dividends subject to liquidity, capital availabilityRegistrant’s Common Equity, Related Stockholder Matters and quarterly determinations that cash dividends are in the best interests of our shareholders.

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Issuer Purchases of Equity Securities

Our Board of Directors has adopted a stock repurchase program which authorizes us to repurchase shares of our common stock in the public market or in private transactions, from time to time, at prevailing prices. As of December 31, 2018, our stock repurchase program authorized the repurchase of up to $100.0 million of our common stock. The following table summarizes our purchases under our stock repurchase program during the three months ended December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

    

Total Number of
Shares Purchased

    

Average Price
Paid Per Share

    

Total Number of Shares
Purchased as Part of a
Publicly Announced
Program (1)

    

Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Program (in Thousands)

October 1, 2018 – October 31, 2018

 

33,015

 

$

55.63

 

33,015

 

$

52,991

November 1, 2018 - November 30, 2018

 

415,248

 

 

56.26

 

415,248

 

$

29,621

December 1, 2018 - December 31, 2018

 

91,900

 

 

44.35

 

91,900

 

 

25,543

Total

 

540,163

 

$

54.20

 

540,163

 

$

25,543

(1)

On February 9, 2017, we announced that our Board of Directors authorized the repurchase of up to $100.0 million of our common stock over the next three years. Purchases were made at management’s discretion based on market conditions and financial resources. As of December 31, 2018, we had repurchased 1,451,811 shares of our common stock for approximately $74.5 million under this authorization.29

On February 5, 2019, our Board of Directors approved a new share repurchase plan, pursuant to which we are authorized to repurchase up to $250 million of our common stock.  We are authorized to repurchase such shares of common stock at prevailing market prices in the open market, in privately negotiated transactions, or by other means in accordance with federal securities laws from time to time.  This authorization superseded our previous share repurchase plan approved in February 2017.

Stock Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate it by reference into such filing.

The following graph compares the cumulative total shareholder return on our common stock over the five‑year period ended December 31, 2018, with the cumulative total return during such period of the Nasdaq Stock Market (U.S. Companies) and the Nasdaq Stock Market Transportation Index. The following graph assumes an initial investment of $100.00 with dividends reinvested. The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.

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Table of ContentsItem 6.

Selected Financial Data

30

Item 7.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEXED RETURNS

 

 

 

Base

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Years Ending

 

Company Name / Index

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

SkyWest, Inc.

    

100

    

91.14

 

131.83

 

254.45

 

372.91

    

315.11

 

NASDAQ Composite

 

100

 

114.75

 

122.74

 

133.62

 

173.22

 

168.30

 

NASDAQ Transportation Index

 

100

 

121.41

 

93.55

 

120.89

 

154.19

 

140.25

 

ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial and operating data should be read in conjunction with “Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 7A.

Quantitative and our consolidated financial statementsQualitative Disclosures About Market Risk

45

Item 8.

Financial Statements and related notes included elsewhereSupplementary Data

46

Item 9.

Changes in this Report.

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Table of Contentsand Disagreements with Accountants on Accounting and Financial Disclosure

Selected Consolidated Financial Data (amounts in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

2015

 

2014

 

Operating revenues

   

$

3,221,679

    

$

3,122,592

    

$

3,063,702

    

$

3,095,563

    

$

3,237,447

 

Operating income (loss)(1)

 

 

474,280

 

 

388,199

 

 

(172,684)

 

 

234,515

 

 

24,848

 

Net income (loss)(2)

 

 

280,372

 

 

428,907

 

 

(161,586)

 

 

117,817

 

 

(24,154)

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

5.40

 

$

8.28

 

$

(3.14)

 

$

2.31

 

$

(0.47)

 

Diluted

 

$

5.30

 

$

8.08

 

$

(3.14)

 

$

2.27

 

$

(0.47)

 

Weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,914

 

 

51,804

 

 

51,505

 

 

51,077

 

 

51,237

 

Diluted

 

 

52,871

 

 

53,100

 

 

51,505

 

 

51,825

 

 

51,237

 

Total assets(3)

 

$

6,313,212

 

$

5,474,400

 

$

5,007,966

 

$

4,781,984

 

$

4,388,818

 

Current assets(3)

 

 

1,020,794

 

 

995,133

 

 

917,792

 

 

1,017,570

 

 

1,089,501

 

Current liabilities

 

 

924,826

 

 

820,825

 

 

747,265

 

 

748,026

 

 

691,065

 

Long-term debt, net of current maturities

 

 

2,809,768

 

 

2,377,346

 

 

2,240,051

 

 

1,659,234

 

 

1,548,390

 

Stockholders’ equity

 

 

1,964,281

 

 

1,754,322

 

 

1,350,943

 

 

1,506,435

 

 

1,400,346

 

Return (loss) on average equity(4)

 

 

15.1

 

27.6

 

(12.0)

 

7.8

 

(1.7)

%

Cash dividends declared per common share

 

$

0.40

 

$

0.32

 

$

0.19

 

$

0.16

 

$

0.16

 


(1)

Our operating loss for 2016 included a special charge of $465.6 million related to an impairment on our 50-seat aircraft and related assets. Our 2014 operating income included a special charge of $74.8 million primarily related to an impairment on our EMB120 aircraft and ERJ145 long-lived assets.81

(2)

Our net income for 2017 included a $246.8 million benefit related to the revaluation of our net deferred tax liability and other tax liabilities in accordance with the Tax Cuts and Jobs Act of 2017 that was enacted into law in December 2017.

Item 9A.

Controls and Procedures

81

(3)

Certain reclassifications were made to 2017 balances to conform to the current period presentation, which reflects the adoption of ASC 606.  See Note 1 to our Consolidated Financial Statements included in Item 8 of this Report.

Item 9B.

Other Information

83

(4)

Calculated by dividing net income (loss) by the average of beginning and ending stockholders’ equity for the year.

PART III

Selected Operating DataItem 10.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

2015

 

2014

 

Block hours

    

1,757,047

    

1,839,779

    

1,938,492

    

2,074,804

    

2,275,562

 

Departures

 

1,010,053

 

1,087,052

 

1,153,480

 

1,226,897

 

1,357,454

 

Passengers carried

 

48,350,470

 

51,483,552

 

53,539,438

 

56,228,593

 

58,962,010

 

Average passenger trip length

 

523

 

512

 

523

 

528

 

534

 

Number of operating aircraft at end of year(1)

 

596

 

595

 

652

 

660

 

717

 


(1)

Excludes aircraft leased to un‑affiliated and affiliated entities.

Directors, Executive Officers and Corporate Governance

83

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TableItem 11.

Executive Compensation

83

Item 12.

Security Ownership of ContentsCertain Beneficial Owners and Management and Related Stockholder Matters

83

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 13.

The following discussionCertain Relationships and analysis presents factors that had a material effect on our results of operations during the years ended December 31, 2018, 2017Related Transactions

83

Item 14.

Principal Accountant Fees and 2016. Also discussed is our financial position as of December 31, 2018Services

83

PART IV

Item 15.

Exhibits and 2017. You should read this discussion in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this Report or incorporated herein by reference. This discussion and analysis contains forward‑looking statements. Please refer to the sections of this Report entitled “CautionaryFinancial Statement Concerning Forward‑looking Statements” and “Item 1A. Risk Factors” for discussion of some of the uncertainties, risks and assumptions associated with these statements.Schedules

Overview83

We have the largest regional airline operation in the United States. As of December 31, 2018, we offered scheduled passenger and air freight service with approximately 2,770 total daily departures to destinations in the United States, Canada, Mexico and the Caribbean. As of December 31, 2018, we had 596 aircraft available for scheduled service consisting of the following (which included 100 ERJ145s and 16 CRJ200s that ExpressJet operated for United and 10 Canadair CRJ700s that ExpressJet operated for American):Item 16.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

CRJ200

    

CRJ700

    

CRJ900

    

ERJ145

    

E175

    

Total

 

United

 

106

 

19

 

 —

 

100

 

65

 

290

 

Delta

 

87

 

22

 

41

 

 —

 

49

 

199

 

American

 

 7

 

68

 

 —

 

 —

 

 —

 

75

 

Alaska

 

 —

 

 —

 

 —

 

 —

 

32

 

32

 

Aircraft in scheduled service

 

200

 

109

 

41

 

100

 

146

 

596

 

Subleased to an un-affiliated entity

 

 4

 

 —

 

 —

 

 —

 

 —

 

 4

 

Other*

 

 4

 

19

 

 —

 

 5

 

 —

 

28

 

Total Fleet

 

208

 

128

 

41

 

105

 

146

 

628

 

*As of December 31, 2018, these aircraft have been removed from service and are in the process of being returned under the applicable leasing arrangementForm 10-K Summary

86

Signatures

88

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PART I

Unless otherwise indicated in this Report, “SkyWest,” “we,” “us,” “our” and similar terms refer to SkyWest, Inc., including SkyWest’s wholly-owned subsidiary SkyWest Airlines, Inc. “SkyWest Airlines” refers to our wholly-owned subsidiary SkyWest Airlines, Inc., and "ExpressJet" refers to our former wholly-owned subsidiary ExpressJet Airlines, Inc.

On January 22, 2019, we completed the sale of ExpressJet. Our financial and operating results for the years ended December 31, 2018 and 2019 contained in this Report, include the financial results of ExpressJet for those respective periods through January 22, 2019, as the sale of ExpressJet did not qualify for presentation of discontinued operations (see Note 3 in the accompanying financial statements).

Cautionary Statement Concerning Forward-Looking Statements

Certain of the statements contained in this Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements regarding the impact of the COVID-19 pandemic on our business, results of operations and financial condition and the impact of any measures, including travel restrictions, taken to mitigate the effect of the pandemic, our future growth and development plans, including our future financial and operating results, our plans, objectives, expectations and intentions and other statements that are not historical facts. Readers should keep in mind that all forward-looking statements are based on our existing beliefs about present and future events outside of our control and on assumptions that may prove to be incorrect. If one or more risks identified in this Report materializes, or any other underlying assumption proves incorrect, our actual results will vary, and may vary materially, from those anticipated, estimated, projected, or intended for a number of reasons, including but not limited to: the uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; the consequences of the COVID-19 pandemic to global economic conditions, the travel industry and our major airline partners in general and our financial condition and results of operations in particular; the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; the financial stability of Delta Air Lines, Inc. (“Delta”), United Airlines, Inc. (“United”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”) and any potential impact of their financial condition on our operations; fluctuations in flight schedules, which are determined by the major airline partners for whom SkyWest conducts flight operations; variations in market and economic conditions; significant aircraft lease and debt commitments; residual aircraft values and related impairment charges; the impact of global instability; labor relations and costs; potential fluctuations in fuel costs, and potential fuel shortages; the impact of weather-related or other natural disasters on air travel and airline costs; new aircraft deliveries; and the ability to attract and retain qualified pilots, as well as the other factors described below in Item 1A. Risk Factors.

There may be other factors that may affect matters discussed in forward-looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. Additionally, the risks, uncertainties and other factors set forth above or otherwise referred to in the reports that the Company files with the Securities and Exchange Commission may be further amplified by the global impact of the COVID-19 pandemic. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.

ITEM 1. BUSINESS

General

Through SkyWest Airlines, we offer scheduled passenger service to destinations in the United States, Canada, Mexico and the Caribbean. Substantially all of our flights are operated as Delta Connection, United Express, American Eagle or Alaska Airlines flights under code-share arrangements (commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights) with Delta, United, American or Alaska, respectively. As of December 31, 2020, we offered approximately 1,770 daily departures, of which approximately 620 were Delta Connection flights, 740 were United Express flights, 260 were American Eagle flights and

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150 were Alaska Airlines flights. The number of flights we operated during 2020 was negatively impacted by the COVID-19 pandemic. See the section entitled “Competition and Economic Conditions” below for additional information regarding the COVID-19 impact on our operations.

We generally provide regional flying to our major airline partners under long-term, fixed-fee, code-share agreements. Under these fixed-fee agreements (commonly referred to as “capacity purchase agreements”), our major airline partners generally pay us fixed rates for operating the aircraft primarily based on the number of completed flights, flight time and the number of aircraft under contract. The major airline partners either directly pay for or reimburse us for specified direct operating expenses, including fuel expenses. Our operations are conducted principally at airports that support our major airline partners’ route network, including Chicago (O’Hare), Dallas, Denver, Detroit, Houston, Los Angeles, Minneapolis, Phoenix, Salt Lake City, San Francisco and Seattle.

SkyWest has been flying since 1972. During our long operating history, we have developed an industry-leading reputation for providing quality regional airline service. As of December 31, 2020, we had 601 total aircraft in our fleet, including 452 aircraft in scheduled service under our code-share agreements, summarized as follows:

    

CRJ200

    

CRJ700

    

CRJ900

    

E175

    

Total

 

Delta

 

26

6

39

71

142

United

 

104

19

90

213

American

 

65

65

Alaska

 

32

32

Aircraft in scheduled service

130

90

39

193

452

Leased to third parties

 

2

34

5

41

Other*

 

74

30

4

108

Total Fleet

 

206

154

48

193

601

*As of December 31, 2020, these aircraft have been removed from service and are in the process of being placed under a leasing arrangement with a third party, are aircraft transitioning between code-share agreements with our major airline partners and being used as supplemental spare aircraft, are available for future code-share agreements or are in the process of being parted out.

As of December 31, 2020, our fleet scheduled for service consisted of aircraft manufactured by Bombardier Aerospace (“Bombardier”) and Embraer S.A. (“Embraer”) summarized as follows:

Manufacturer

Aircraft Type

Seat Configuration

Bombardier

CRJ900s

70-76

Bombardier

CRJ700s

65-70

Bombardier

CRJ200s

50

Embraer

E175s

70-76

Bombardier and Embraer are the primary manufacturers of regional jets operated in the United States and offer many of the amenities of larger commercial jet aircraft, including flight attendant service, a stand-up cabin, overhead and under seat storage, lavatories and in-flight snack and beverage service. The Bombardier CRJ900 and CRJ700 aircraft and the Embraer E175 (“E175”) aircraft we operate are configured with a first-class seating section. The Bombardier CRJ200 aircraft we operate are configured with single-class seating. The speed of Bombardier and Embraer regional jets is comparable to larger aircraft operated by major airlines, and they have a range of approximately 1,600 miles and 2,100 miles, respectively.

We were incorporated in Utah in 1972. Our principal executive offices are located at 444 South River Road, St. George, Utah 84790, and our primary telephone number is (435) 634-3000. We maintain an internet website at inc.skywest.com, which provides links to our annual, quarterly and current reports and any amendments to those reports filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website does not constitute part of this Report. In addition, we provide electronic or paper copies of our SEC filings free of charge upon request.

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We conduct our code-share operations with our major airline partners pursuant to the following agreements:

Major airline partner

Agreement

United

“United Express Agreements” and “United Express Prorate Agreement”

Delta

“Delta Connection Agreement” and “Delta Connection Prorate Agreement”

American

“American Agreement”

Alaska

“Alaska Agreement”

A summary of the terms for each of our code-share agreements is provided under the heading “Code-Share Agreements” below on page 7.

SkyWest Leasing

SkyWest Leasing is a reportable segment which includes revenue associated with our financing of new aircraft with debt under our capacity purchase agreements, currently consisting of our E175 dual-class regional jet aircraft, and the depreciation and interest expense of our E175 aircraft. The SkyWest Leasing segment additionally includes the revenue and expense from leasing aircraft and engines to third parties. The SkyWest Leasing segment’s total assets and capital expenditures include the acquired E175 aircraft, and aircraft and engines leased to third parties.

As of December 31, 2020, SkyWest Leasing leased two CRJ200 aircraft, 34 CRJ700 aircraft and five CRJ900 aircraft and regional jet aircraft engines to third parties.

ExpressJet

ExpressJet was a reportable segment prior to our sale of ExpressJet in January 2019. ExpressJet’s operations were conducted principally from airports located in Atlanta, Chicago (O’Hare), Houston, Newark and New York.

Competition and Economic Conditions

The airline industry is highly competitive. SkyWest competes principally with other regional airlines. Our operations extend throughout most major geographic markets in the United States. Our competition includes, therefore, nearly every other domestic regional airline. Our primary competitors include Air Wisconsin Airlines Corporation (“Air Wisconsin”); Endeavor Air, Inc. (“Endeavor”) (owned by Delta); Envoy Air Inc. (“Envoy”), PSA Airlines, Inc. (“PSA”) and Piedmont Airlines (“Piedmont”) (Envoy, PSA and Piedmont are owned by American); Horizon Air Industries, Inc. (“Horizon”) (owned by Alaska Air Group, Inc.); GoJet Airlines, LLC, Mesa Air Group, Inc. (“Mesa”); and Republic Airways Holdings Inc. (“Republic”). Major airlines typically award code-share flying arrangements to regional airlines based primarily upon the following criteria: ability to fly contracted schedules, availability of labor resources, including pilots, low operating cost, financial resources, geographical infrastructure, overall customer service levels relating to on-time arrival and flight completion percentages and the overall image of the regional airline. Additionally, each major airline may be limited in the number and type of regional aircraft it may use in its network due to agreements the major airline has with its own labor groups, commonly referred to in the industry as “scope limitations.” Given our major airline partners’ scope limitations, we currently do not operate a regional aircraft configured with more than 76 seats.

The principal competitive factors for regional airline code-share arrangements include labor resources, code-share agreement terms, reliable flight operations, operating cost structure, ability to finance new aircraft, certification to operate certain aircraft types and geographical infrastructure supporting markets and routes served.

Our operations represent the largest regional airline operations in the United States. However, regional carriers owned by major airlines may have access to greater resources than we do through their parent companies.

Generally, the airline industry is sensitive to changes in general economic conditions. Economic downturns, combined with competitive pressures, have contributed to a number of reorganizations, bankruptcies, liquidations and business combinations among major and regional carriers. The effect of economic downturns may be somewhat mitigated by our predominantly contract-based flying arrangements. If, however, any of our major airline partners experience a prolonged decline in the number of passengers or are negatively affected by low ticket prices or high fuel prices, they may seek rate reductions in future code-share agreements, or materially reduce scheduled flights in order to

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reduce their costs. In addition, adverse weather conditions can impact our ability to complete scheduled flights and can have a negative impact on our operations and financial condition. Also, major airline scope limitations may restrict growth opportunities for the regional carriers.

Impact of the COVID-19 Pandemic

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has continued to spread around the world and driven the implementation and continuation of significant, government-imposed measures to prevent or reduce its spread, including travel restrictions, closing of borders, “shelter in place” orders and business closures. Consequently, we and our major airline partners have experienced an unprecedented decline in the demand for air travel, which has materially and adversely affected our revenues, particularly under our prorate arrangements (as defined below). The continued spread of the virus and the ongoing global pandemic has affected nearly all of the domestic and international networks of our major airline partners for whom we conduct flight operations and rely on to set our flight schedules. While the length and severity of the reduction in demand due to COVID-19 is uncertain, we presently expect a continued negative impact on our results of operations in 2021 and possibly thereafter.

In response to these developments, we have implemented measures to focus on the personal safety of our passengers and employees, while at the same time seeking to mitigate the impact on our financial position and operations. These measures include, but are not limited to, the following:

Focus on the Personal Safety of Passengers and Employees. The safety and well-being of our passengers and employees are our priorities in every decision we make. As the COVID-19 pandemic has developed, we have taken numerous steps to help passengers and employees take appropriate safety measures on the ground and in the air in keeping with current Centers for Disease Control and Prevention recommendations, including:

Working with our major airline partners.

Our business model is based on providing scheduled regional airline service under code-share agreements (commercial agreements between airlines that, among other things, allow one airlinepartners to use another airline’s flight designator codes on its flights)enhance our aircraft cleaning procedures.

Working with our major airline partners.  Our success is principally centeredpartners to provide masks for crewmembers and ensuring that all fleet service personnel have the necessary personal protective equipment for disinfecting the aircraft.
Providing a number of options to employees who are diagnosed with COVID-19, including pay protection and extended leave options.
Implementing workforce social distancing and protection measures, and enhanced cleaning of our facilities, including training facilities, using methods and products similar to what we are using on our abilityaircraft.

Capacity Reductions. Beginning in March 2020, we and our major airline partners experienced an unprecedented decrease in demand for air travel and expect this decline from pre-COVID-19 flight levels to continue throughout 2021 and possibly thereafter. We depend on our major airline partners to contract with us to operate scheduled flights. Therefore, in response to this decreased demand, we have significantly reduced our capacity.

Prior to the COVID-19 pandemic, we anticipated operating approximately 2,400 to 2,500 daily departures on average during each quarter of 2020. Due to COVID-19 related scheduled reductions, we operated approximately 2,300, 900, 1,500 and 1,700 average daily departures during the three months ended March 31, June 30, September 30 and December 31, 2020, respectively. We anticipate the number of daily scheduled flights we operate may not return to pre-COVID-19 levels by the end of 2021. We continue to work with our major airline partners regarding future schedules and make further demand-driven adjustments to our capacity as needed.

During 2020, we removed 55 CRJ200 regional aircraft from the SkyWest Airlines Delta Connection Agreement. These 55 aircraft had scheduled contract expirations in 2020 and were not extended due to decreased demand. We also terminated our American Prorate Agreement on seven CRJ200 aircraft in the second quarter of 2020 and we may have further reductions in the number of CRJ200 aircraft operating under our prorate agreements with our other major airline partners. These 62 CRJ200 aircraft removed from the aforementioned Delta and American agreements were fully depreciated upon removal from service and had no outstanding financing. We may receive requests by our major airline partners to defer deliveries of new or used aircraft that were previously scheduled for delivery in 2021 and 2022.

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Cost Reductions. With the reduction in revenue, we have, and may continue to implement, cost saving initiatives, including:

Reducing employee-related costs including by:
oOffering voluntary unpaid leave to meet the needs of our major airline partners through providingemployees.
oTemporarily suspending all non-scale pay increases.
oTemporarily instituting a reliablecompany-wide hiring freeze.
oFurloughed various employees in administrative and safe operation at attractive economics.  Over the last several years, our business has evolvedoverhead positions.
Delaying non-essential projects and reducing or suspending other discretionary spending.

Although future passenger demand in 2021 and beyond is currently uncertain, given the directional increases in our scheduled flight levels from April 2020 through January 2021, we believe it is an important long-term strategy to retain our pilots, flight attendants and mechanics when reasonably possible, to enhance our ability to respond to increased demand from our major airline partners in 2021. We will continue to evaluate our labor strategy in 2021.

Liquidity. At December 31, 2020, we had $1,530.4 million in total available liquidity, consisting of $825.9 million in cash and marketable securities, $39.5 million available under SkyWest Airlines’ line of credit and an additional $665.0 million related to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) under our secured loan and guarantee agreement (the “Treasury Loan Agreement”) with the U.S. Department of the Treasury (“Treasury”). See Note 2 “Impact of the COVID-19 Pandemic,” to the consolidated financial statements for more information on the Treasury Loan Agreement.

Industry Overview

Majors, Low-Cost Carriers and Regional Airlines

The airline industry in the United States has traditionally been comprised of several major airlines, including Alaska, American, Delta and United. The major airlines offer scheduled flights to most major U.S. cities, numerous smaller U.S. cities, and cities throughout the world through a hub and spoke network.

Low-cost carriers, such as Southwest Airlines Co. (“Southwest”) and JetBlue Airways Corporation (“JetBlue”), generally have lower cost structures than major airlines, which permits them to offer flights to and from many of the same markets as the major airlines, but at lower prices. Low-cost carriers typically operate using a point-to-point network strategy, rather than a hub and spoke network.

Regional airlines, including SkyWest, typically operate smaller aircraft on shorter routes than major and low-cost carriers. Several regional airlines, including Endeavor, Envoy, Horizon, Piedmont and PSA, are wholly-owned subsidiaries of major airlines.

Regional airlines generally do not try to establish an independent route system and compete with the major airlines. Rather, regional airlines typically enter into agreements with one or more major airlines, pursuant to which the regional airline agrees to use its smaller, lower-cost aircraft to carry passengers booked and ticketed by the major airline between a hub of the major airline and a smaller outlying city. In exchange for such services, the major airline pays the regional airline either fixed fees to operate the flight, termed “capacity purchase agreement,” “capacity purchase contract,” “contract” or “fixed-fee” flights, or the regional airline receives a percentage of applicable passenger ticket revenues on designated flights operated by the regional airline, termed “prorate” or “revenue-sharing” flights, as described in more detail below.

Code-Share Agreements

Regional airlines generally enter into code-share agreements with major airlines, pursuant to which the regional airline is authorized to use the major airline’s two-letter flight designator codes to identify the regional airline’s flights and fares in the central reservation systems, to paint its aircraft with the colors and/or logos of the major airline and to market and advertise its status as a carrier for the major airline. Code-share agreements also generally obligate the major airline to provide services such as reservations, ticketing, ground support and gate access to the regional airline, and the major airline often coordinates marketing, advertising and other promotional efforts. In exchange, the regional airline provides a designated number of low-capacity (usually between 50 and 76 seats) flights between larger airports served

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by the major airline and surrounding cities, usually in lower-volume markets. The financial arrangements between the regional airlines and their code-share partners usually involve either capacity purchase arrangements or prorate arrangements as explained below:

Capacity Purchase Arrangements. Under a capacity purchase arrangement (also referred to as we have added 39 new E175 aircraft and five new CRJ900 aircraft to our fleet since December 31, 2017, and removed 12 ERJ145 aircraft, 20 CRJ700 aircraft and 16 CRJ900 aircraft that were operating under less profitablea “capacity purchase agreement,” “capacity purchase contract,” “flying contract,” “fixed-fee arrangement,” or unprofitable flying agreements.

We anticipate our fleet will continue to evolve, as we are scheduled to add 12 new E175 and 15 new CRJ900 aircraft to existing fixed-fee agreements by the end of 2021. We anticipate these new aircraft will be replacing older CRJ900 and CRJ700 aircraft currently operating under fixed-fee agreements. Our primary objective in the fleet changes is to improve our profitability by adding new aircraft to fixed-fee agreements at improved economics, including the E175 aircraft, while removing aircraft that were operating under less profitable or unprofitable arrangements.

As of December 31, 2018, ExpressJet operated 100 ERJ145 aircraft and 16 CRJ200 aircraft under fixed-fee agreements with United and 10 CRJ700 aircraft under a fixed-fee agreement with American.  On January 22, 2019, we completed the sale of ExpressJet. In conjunction with the sale of ExpressJet, we retained ownership of the 16 CRJ200 aircraft and the 10 CRJ700 aircraft operated by ExpressJet as of December 31, 2018.  ExpressJet retained operation of the 100 ERJ145 aircraft that ExpressJet leased from United. We agreed to lease the 16 CRJ200 aircraft to ExpressJet for up to a five-year period.  We are pursuing alternative uses of the 10 CRJ700 aircraft, including but not limited to, using the aircraft under fixed-fee agreements or leasing the aircraft or related engines to third parties.

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For the year ended December 31, 2018, approximately 48.6% of our aircraft in scheduled service were operated for United, approximately 33.4% were operated for Delta, approximately 12.6% were operated for American and approximately 5.4% were operated for Alaska.

Historically, multiple contractual relationships with major airlines have enabled us to reduce our reliance on any single major airline code and to enhance and stabilize operating results through a mix of fixed‑fee arrangements and our prorate flying arrangements. For the year ended December 31, 2018,“fixed-fee contract, flying revenue and prorate revenue represented approximately 84.3% and 15.7%”), respectively, of our total flying agreements revenue. On contract routes, the major airline partner controls scheduling, ticketing, pricinggenerally pays the regional airline a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) and seat inventories and we are compensated by the major airline partner at contracted rates based on completed block hourshour (measured from takeoff to landing, including taxi time), flight departuresand an amount per aircraft in service each month with additional incentives based on completion of flights, on-time performance and other operating measures.metrics. The regional airline typically acquires or finances the aircraft used under the capacity purchase arrangement, which is accounted for as a lease of the aircraft to our major airline partner. In addition, under a capacity purchase arrangement, the major airline bears the risk of fuel price fluctuations and certain other costs. Regional airlines benefit from capacity purchase arrangements because they are protected from some of the elements that typically cause volatility in airline financial performance, including variations in ticket prices, number of passengers onboard each flight and increasing fuel prices. However, regional airlines in capacity purchase arrangements generally do not benefit from positive trends in ticket prices, ancillary revenue, such as baggage and food and beverage fees, the number of passengers enplaned or decreasing fuel prices, because the major airlines retain passenger fare volatility risk and fuel costs associated with the regional airline flight.

Prorate Arrangements. Under a prorate arrangement (also referred to as a “prorate agreement” or “revenue-sharing” arrangement), the major airline and regional airline negotiate a passenger fare proration formula for specifically identified routes, pursuant to which the regional airline receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on the regional airline and the other portion of their trip on the major airline. On the other hand, the regional airline receives all of the passenger fare when a passenger purchases a ticket on a route solely operated by the regional airline. Substantially all costs associated with the regional airline flight are borne by the regional airline. In a prorate arrangement, the regional airline may realize increased profits as ticket prices and passenger loads increase or fuel prices decrease and, correspondingly, the regional airline may realize decreased profits as ticket prices and passenger loads decrease or fuel prices increase.

We have code-share agreements with Delta, United, American and Alaska. During the year ended December 31, 2020, approximately 87% of our flying agreements revenue related to capacity purchase agreement flights, where Delta, United, American and Alaska controlled scheduling, ticketing, pricing and seat inventories. The remainder of our flying agreements revenue during the year ended December 31, 2020 related to prorate flights for Delta, United or American, where we controlled scheduling, pricing and seat inventories, and shared passenger fares with Delta, United or American according to prorate formulas. We ceased operating under a prorate agreement with American during the 2020 calendar year. The routes placed under our prorate arrangements typically include flight service between one of our partners’ hub cities and a city not served under our capacity purchase arrangements.

Under our capacity purchase arrangements, our major airline partners compensate us for our costs of owning or leasing the aircraft on a monthly basis. The aircraft compensation structure varies by agreement but is intended to cover either our aircraft principal and interest debt service costs, our aircraft depreciation and interest expense or our aircraft lease expense costs while the aircraft is under contract. The number of aircraft under our capacity purchase arrangements and our prorate arrangements as of December 31, 2020 is reflected in the summary below. The following summaries of our code-share agreements with our major airline partners do not purport to be complete and are qualified in their entirety by reference to the applicable agreement.

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Delta Connection Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

Delta Connection Agreement

Our financial(capacity purchase arrangement)

E175

CRJ 900

CRJ 700

71

39

6

Individual aircraft have scheduled removal dates from 2021 to 2030

The average remaining term of the aircraft under contract is 5.7 years

Delta Connection Prorate Agreement (prorate arrangement)

CRJ 200

26

Terminable with 30-day notice

United Express Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

United Express Agreements

(capacity purchase arrangement)

E175

CRJ 700

CRJ 200

90

19

70

Individual aircraft have scheduled removal dates under the agreement between 2022 and operating results2029

The average remaining term of the aircraft under contract is 4.9 years

United Express Prorate Agreement (prorate arrangement)

CRJ 200

34

Terminable with 120-day notice

American Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

American Agreement

(capacity purchase arrangement)

CRJ 700

65

Individual aircraft have scheduled removal dates from 2022 to 2026

The average remaining term of the aircraft under contract is 3.3 years

Alaska Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

Alaska Agreement

(capacity purchase arrangement)

E175

32

Individual aircraft have scheduled removal dates from 2027 to 2030

The average remaining term of the aircraft under contract is 8.2 years

In addition to the aircraft operating under the respective arrangements outlined above, SkyWest Airlines has agreed with its major airline partners to place additional aircraft under a capacity purchase arrangement as summarized below. We are coordinating with our major airline partners to optimize the timing of upcoming fleet deliveries in response to COVID-19 and the delivery timing referenced below is subject to change.

Capacity purchase agreement with American for 20 new E175 aircraft. Aircraft deliveries are anticipated to begin in the third quarter of 2021 and continue into 2022. All 20 E175s are expected to be placed into service in 2022. We anticipate financing the aircraft through debt.

Capacity purchase agreement with American for 25 used CRJ700 aircraft. The aircraft are anticipated to be placed into service throughout 2021. We anticipate using CRJ700s we already possess that are not currently under contract with a major airline partner to fulfill this agreement. Following the placement of these 25 CRJ700s, we are scheduled to have a total of 90 CRJ700s under a capacity purchase agreement with American.

Capacity purchase agreement with Delta for one new CRJ900 aircraft. The aircraft is anticipated to be placed into service in 2021 and Delta is expected to finance this aircraft.

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Delta Connection Agreements

We and Delta are parties to a Delta Connection Agreement (the "Delta Connection Agreement"), pursuant to which we provide contract flight services for Delta.

The Delta Connection Agreement has a latest scheduled termination date of 2030. The Delta Connection Agreement is subject to early termination in various circumstances, including:

if we or Delta commit a material breach of the Delta Connection Agreement, subject to 30-day notice and cure rights;
if we fail to conduct all flight operations and maintain all aircraft under the Delta Connection Agreement in compliance in all material respects with applicable government regulations;
if we fail to satisfy certain performance and safety requirements; or
if either party files for bankruptcy, reorganization or similar action (subject to limitations imposed by the U.S. Bankruptcy Code) or makes an assignment for the years ended December 31, 2016, 2017benefit of creditors.

United Express Agreements

We and United are parties to two United Express agreements: a United Express agreement to operate certain CRJ200 aircraft and CRJ700 aircraft, and a United Express agreement to operate E175 aircraft (collectively, the “United Express Agreements”).

The United Express Agreements have a latest scheduled termination date in 2029. The United Express Agreements are subject to early termination in various circumstances including:

if we or United fail to fulfill an obligation under the United Express Agreements for a period of 60 days after written notice to cure;
if our operations fall below certain performance levels for a period of three consecutive months;
subject to limitations imposed by the U.S. Bankruptcy Code, if either party becomes insolvent, fails to pay its debts when due, takes action leading to its cessation as a going concern, makes an assignment of substantially all of its assets, or ceases or suspends operations; or
subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and 2018,certain specified conditions are not satisfied.

American Agreement

We and American are parties to an agreement (the “American Agreement”) for the operation of CRJ700 aircraft. The American Agreement for CRJ700 aircraft is scheduled to terminate in 2026 and is subject to early termination in various circumstances including:

if we or American fail to fulfill any obligation under the American Agreement for a period of 30 days after written notice to cure;
if our operations fall below certain performance levels;
subject to limitations imposed by the U.S. Bankruptcy Code, if either party makes a general assignment for the benefit of creditors or becomes insolvent; or
subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and certain specified conditions are not satisfied

Alaska Agreement

We and Alaska are parties to a Capacity Purchase Agreement (the “Alaska Agreement”) for the operation of E175 aircraft. Each aircraft placed under the agreement has a 12-year term and the last aircraft placed into service with

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Alaska is scheduled to terminate in 2030. The Alaska Agreement is subject to early termination in various circumstances including:

if we or Alaska fail to fulfill an obligation under the Alaska Capacity Purchase Agreement for a period of 30 days after written notice to cure;
if our operational performance falls below certain performance levels;
subject to limitations imposed by the U.S. Bankruptcy Code, if either party makes a general assignment for the benefit of creditors or becomes insolvent; or
subject to limitations imposed by the U.S. Bankruptcy Code, if bankruptcy proceedings are commenced against either party and certain specified conditions are not satisfied.

Training and Aircraft Maintenance

SkyWest provides substantially all training to our crew members and maintenance personnel at our training facilities. Our employees perform routine airframe and engine maintenance along with periodic inspections of equipment at our maintenance facilities. We also use third-party vendors for certain airframe and engine maintenance work.

Fuel

Our capacity purchase agreements with Delta, United, American and Alaska require the respective major airline partner to pay for fuel costs, either directly to the fuel vendor or reimburse us for the fuel costs we incur under those agreements, thereby reducing our exposure to fuel price fluctuations. Under our prorate agreements with Delta and United, we are responsible for the costs to operate the flights, including fuel costs, and therefore we are exposed to fuel price fluctuations for flights operated under our prorate agreements. During the year ended December 31, 2020, United, Delta and American purchased the majority of the fuel for our aircraft flying under their respective capacity purchase agreements directly from their fuel vendors. Historically, we have not experienced problems with the availability of fuel and believe we will be able to obtain fuel in quantities sufficient to meet our existing and anticipated future requirements at competitive prices. Standard industry fuel purchase contracts generally do not provide protection against fuel price increases, nor do they ensure availability of supply. We typically purchase fuel from third-party suppliers for our prorate agreements. A substantial increase in the price of jet fuel for flights we operate under our prorate agreements, or the lack of adequate fuel supplies in the future, could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Human Capital Resources

Employee Profile

As of December 31, 2020, we employed 12,502 full-time equivalent employees, consisting of 5,090 pilots, 3,834 flight attendants, 961 airport operations personnel, 1,269 mechanics, 777 other maintenance personnel, 162 dispatchers and 409 operational support and administrative personnel. All our employees are employed by SkyWest Airlines. Certain SkyWest Airlines employees also provide administrative support to the SkyWest Leasing segment. Approximately 90.5% of these employees were represented by in-house labor associations that have entered into collective bargaining agreements regarding employee compensation and work rules. None of these employees are currently represented by an outside union. Outside union organizing efforts among our employees do occur from time to time and may continue in the future. If unionization efforts are successful, we may be subjected to increased risks of work interruption or stoppage and/or incur additional expenses associated with a change in labor representation of our employees. SkyWest Airlines has never experienced a work stoppage due to a strike or other labor dispute, and we consider our relationships with our employees to be good.

Our relations with labor are governed by the Railway Labor Act (the “RLA”), the federal law governing labor relations between air carriers and their employees. Under the RLA, a collective bargaining agreement between an airline and a labor representative does not expire, but instead becomes amendable as of a stated date. If either party wishes to modify the terms of any such agreement, it must notify the other party in the manner prescribed by the RLA and/or described in the agreement. After receipt of such notice, the parties must meet for direct negotiations, and if no

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agreement is reached, either party may request the National Mediation Board to initiate a process including mediation, arbitration, and a potential “cooling off” period that must be followed before either party may engage in “self-help.” “Self-help” includes, among other things, a strike by the representative or the imposition of proposed changes to the collective bargaining agreement by the airline. The U.S. Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties. SkyWest Airlines respects all employees’ legal rights, including the rights to free association and collective bargaining. This includes the right to decide whether to be represented by a union. Our employees are covered by the RLA. Under the RLA, employees have the right to decide whether they wish to be represented by a union. They also have the right to reject union representation.

Health & Safety

Safety is the primary focus and foundation of culture with our first guiding principle being Health and Safety First. We expect our employees to think, plan communicate and act appropriately to prevent injury, illness or harm to themselves, fellow employees, passengers and aircraft. In response to the COVID-19 pandemic SkyWest launched various programs and initiatives to enhance the health and safety for employees, including:

Enhanced cleaning and sanitization protocols across all aircraft and facilities
Establishing social distancing procedures for employees
Implementing mask requirement protocols
Providing gloves, masks and other personal protective equipment and cleaning supplies
Requiring daily health assessments for on-duty employees
Implementing protocols to address COVID-19 cases and potential exposure
Adding work-from-home flexibility for administrative employees
Regular, ongoing communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures

We have also implemented a Safety Management System (“SMS”) that is designed to identify, track and help mitigate potential safety risks before an incident or accident occurs. Our employees receive required SMS training to stay current with all SMS resources provided by our safety department. Employees are encouraged to participate in our voluntary programs to report potential safety concerns or violations to reduce safety risk, including, but not limited to our Aviation Safety Action Program and Safety Concern Report.

Aviation Safety Action Program is a non-punitive program that allows employees in participating work groups to self-disclose violations of policies and procedures. Each report is reviewed by an Event Review Committee who helps identify any potential trends and whether corrective actions have been put into place to prevent the problem from occurring in the future.

Safety Concern Report is a confidential program that allows all employees to identify potential safety risks within the operation. Each is reviewed and investigated, as needed, by the Safety and Quality Department. Employees may also report safety concerns to their direct manager, the facility manager, a facility safety committee member or confidentially through our safety hotline.

Attracting, Developing and Retaining Talent

Recruitment Strategies

We strive to be the employer of choice for aviation professionals pursuing a career in the regional airline industry and we continually update our recruiting strategies to attract quality aviation professionals. We adapt our recruitment efforts based on the supply of eligible aviation professionals and our outlook for anticipated future flight schedules. Our recruiting focus generally targets key aviation technical roles, especially pilots and mechanics. We seek qualified individuals through publishing all positions on both internal and external career websites, supporting

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professional development leads, investment in targeted advertising, social media outreach, employee referrals and relationships with community-based organizations and educational institutions.

School Partnerships and Development

We maintain relationships with numerous flight schools and educational institutions across the country that are focused on developing the next generation of aviation professionals. We typically recruit pilots and maintenance technicians that have completed required coursework from an accredited flight or maintenance school, respectively, and have obtained other applicable certifications. We also provide other programs to enhance our recruiting efforts towards individuals who are in process of completing their training, including a Pilot Pathway Program and a Maintenance Apprentice Program.

The SkyWest Pilot Pathway Program provides a direct path for qualified pilots seeking to begin their aviation career in the regional airline industry. Participants benefit from the SkyWest Pilot Pathway Program through accelerated starting seniority at SkyWest, final interview privileges and access to pilot mentors. The Pilot Pathway Program allows students to remain at their campus to complete their flight training until they meet SkyWest's Airline Transport Pilot standards and achieve their required minimum hours of flight time. Each participant may also participate in SkyWest recruiting events and outreach programs on their way to fulfilling commercial pilot jobs.

The SkyWest Maintenance Apprentice Program provides a career path for maintenance technicians seeking employment with SkyWest. Participants benefit from the SkyWest Maintenance Apprentice Program through accelerated starting seniority at SkyWest, guaranteed final interview and access to mechanic advisors.

On-going Training and Retention

SkyWest invests in retaining its professionals by providing a range of talent development opportunities, including mandatory compliance training, new hire training and general professional development, as well as engaging in the training of leaders through leadership development courses. Our training programs include full-motion flight simulators for pilots and cabin trainers for flight attendants. We also reinforce our guiding principles, including but not limited to, health and safety, excellent service and quality, and respect and teamwork through our training and development programs, as well as through our employee appreciation and recognition programs.

Diversity & Inclusion

Our approach is to hire the best qualified individuals, regardless of race, religion, gender, national origin, disability, sexual orientation or similar classifications. We believe every employee brings unique education, skills and life experiences to SkyWest that supplement our ability to achieve our commitment to excellence to our customers and passengers. As part of SkyWest’s commitment to diversity, we have:

Organized an Inclusion Council made up of frontline employees who work directly with the executive team to continue enhancing SkyWest’s culture of respect and inclusion.
Developed required training for all employees, which reviews our company policies, provides opportunities to apply policy to real-world examples, and reaffirms our commitment to diversity and inclusion.
Created ongoing opportunities to highlight employees from different cultures throughout the year on internal and external websites.

Total Rewards

SkyWest Airlines operates in a customer-focused, team-based environment and provides opportunities for dedicated individuals develop their career while receiving competitive compensation, benefits, and rewards. Our employees receive several compensation benefits, including but not limited to:

Competitive wages and incentives based on our operating performance goals,

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Multiple insurance options including health care, disability coverage, and life insurance coverage,
Access to a 401(k) plan with matching contributions and an employee stock purchase plan,
Employee assistance programs that provide confidential counseling or psychiatric care,
A variety of resources that promote scheduling flexibility with paid time away from work, and
Space-available travel privilege programs for employees and eligible family members through our major airline partner programs.

Employee Reporting

Our Code of Conduct contains general guidelines for conducting business in an ethical manner. We are committed to a working environment that is safe and supports open and honest communication. We have established a reporting system for any SkyWest employee to report a violation of company policy including harassment, discrimination, drug and alcohol use, questionable financial practice, or a breach involving safety or security. A general grievance may also be filed even if an employee has already utilized their chain of command or chooses to remain anonymous. Reports can be filed using a toll-free ethics and grievance hotline or by using on online reporting system on SkyWest’s intranet.

Government Regulation

All interstate air carriers, including SkyWest, are subject to regulation by the U.S. Department of Transportation (the “DOT”), the U.S. Federal Aviation Administration (the “FAA”) and other governmental agencies. Regulations promulgated by the DOT primarily relate to economic aspects of air service. The FAA requires operating, air worthiness and other certificates; approval of personnel who may engage in flight, maintenance or operating activities; record-keeping procedures in accordance with FAA requirements; and FAA approval of flight training and retraining programs. Generally, governmental agencies enforce their regulations through, among other methods, certifications, which are necessary for the continued operations of SkyWest, and proceedings, which can result in civil or criminal penalties or revocation of operating authority. The FAA can also issue maintenance directives and other mandatory orders relating to, among other things, grounding of aircraft, inspection of aircraft, installation of new safety-related items and the mandatory removal and replacement of aircraft parts.

We believe SkyWest is in compliance in all material respects with FAA regulations and holds all operating and airworthiness certificates and licenses which are necessary to conduct our operations. We maintain current certifications and otherwise comply with the laws, rules and regulations to which we are subject. Our flight operations, maintenance programs, recordkeeping and training programs are conducted under FAA approved procedures. All air carriers operating in the United States are required to comply with federal laws and regulations pertaining to noise abatement and engine emissions. All such air carriers are also subject to certain provisions of the Federal Communications Act of 1934, as amended, because of their extensive use of radio and other communication facilities. SkyWest is also subject to certain federal and state laws relating to protection of the environment, labor relations and equal employment opportunity. We believe SkyWest is in compliance in all material respects with these laws and regulations.

Environmental Matters

We are subject to various federal, state, local and foreign laws and regulations relating to environmental protection matters. These laws and regulations govern such matters as environmental reporting, storage and disposal of materials and chemicals and aircraft noise. We are, and expect in the future to be, involved in various environmental matters and conditions at, or related to, our properties. We are not currently subject to any environmental cleanup orders or actions imposed by regulatory authorities. We are not aware of any active material environmental investigations related to our assets or properties.

As the largest regional airline in the United States, we remain committed to lowering our environmental footprint while continuing to offer the best service to our customers and the communities we serve. Our board of directors has oversight of our environment-related performance. Through the use of software and training, we heavily monitor and manage our fuel trends and fuel consumption which leads to better fuel conservation and reductions in emissions. When possible, we try to mitigate the use of fuel, including by taxiing with the use of a single engine, taking

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steps to improve the efficiency of aircraft routing and using ground power when the plane is parked at the gate. We participate with our major airline partners in recycling programs, and we have implemented recycling initiatives in our facilities to reduce the amount of paper, plastic and other recyclables going to landfills. We have worked aggressively to reduce our reliance on paper manuals and have converted, or are in the process of converting, our manuals and our maintenance logs into electronic form, further eliminating unnecessary waste while increasing efficiencies.

Safety and Security

We are committed to the safety and security of our passengers and employees. We have taken many steps, both voluntarily and as mandated by governmental authorities, to increase the safety and security of our operations. Some of the safety and security measures we have taken with our major airline partners include: aircraft security and surveillance, aircraft cleaning procedures, positive bag matching procedures, enhanced passenger and baggage screening and search procedures, and securing of cockpit doors. We are committed to complying with future safety and security requirements.

Insurance

We maintain insurance policies we believe are of types customary in the industry and in amounts we believe are adequate to protect against material loss. These policies principally provide coverage for public liability, passenger liability, baggage and cargo liability, property damage, including coverage for loss or damage to our flight equipment, and workers’ compensation insurance.

Seasonality

Our results of operations for any interim period are not necessarily indicative of those for the entire year, in part because the airline industry is subject to seasonal fluctuations and changes in general economic conditions. Our operations are somewhat favorably affected by pleasure travel on our prorate routes, historically contributing to increased travel in the summer months, and are unfavorably affected by decreased business travel during the months from November through January and by inclement weather which can result in cancelled flights, principally during the winter months. Additionally, a significant portion of our capacity purchase arrangements is based on completing flights and we typically have more scheduled flights during the summer months. We generally experience a significantly higher number of weather cancellations during the winter months, which negatively impacts our revenue during such months.

ITEM 1A. RISK FACTORS

In addition to factors discussed elsewhere in this Report, the following are important risks which could adversely affect our future results. Additional risks and uncertainties not presently known to us or that we currently do not deem material may also impair our business operations. If any of the risks we describe below occur, or if any unforeseen risk develops, our operating results may suffer, our financial condition may deteriorate, the trading price of our common stock may decline and investors could lose all or part of their investment in us.

Risks That May Disrupt Our Operations

The outbreak and global spread of COVID-19 has resulted in a severe decline in demand for air travel which has adversely impacted our and our major airline partners’ business, operating results, financial condition and liquidity. The duration and severity of the COVID-19 pandemic, and similar public health threats that we may face in the future, could result in additional adverse effects on our and our major airline partners’ business, operating results, financial condition and liquidity.

In March 2020, the World Health Organization declared COVID-19 a global health pandemic. COVID-19 is present in nearly all regions around the world and has resulted in travel restrictions and business slowdowns or shutdowns in affected areas. As a result, the United States government implemented various domestic and international travel advisories and has also implemented enhanced screenings, mandatory quarantine requirements and other travel restrictions in connection with the COVID-19 pandemic. Many foreign and U.S. state governments have instituted similar measures and declared states of emergency.

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The COVID-19 outbreak, along with the measures governments and private organizations worldwide have implemented in an attempt to contain the spread of this pandemic, has resulted in a severe decline in demand for air travel, which has adversely affected our and our major airline partners’ business, operations and financial condition to an unprecedented extent. Measures ranging from travel restrictions, “shelter in place” and quarantine orders, limitations on public gatherings to cancellation of public events have resulted in a precipitous decline in demand for both domestic and international business and leisure travel. In response to this material decrease in demand, our major airline partners, upon whom we depend to contract with us and to set our flight schedules, have drastically reduced their capacity in 2020 compared to 2019. We in turn have significantly reduced our capacity. We also anticipate schedule reductions below our 2019 flight levels will likely continue in 2021 and may continue thereafter. We will continue to work with our major airline partners regarding future schedules and make further demand-driven adjustments to our capacity as needed. The duration and severity of the COVID-19 pandemic remain uncertain, and there can be no assurance that these actions will suffice to sustain our business and operations through this pandemic.

During 2020, the COVID-19 pandemic had a negative impact on our revenues. Our total revenue decreased from $2,972.0 million for the year ended December 31, 2019 to $2,127.1 million for the year ended December 31, 2020, or 28.4%. Our total block hours on flights we operated decreased from 1.46 million for the year ended December 31, 2019 to 0.97 million for the year ended December 31, 2020, or 33.5%. Our prorate revenue, which is derived from passenger fares on flights we operate under our prorate agreements, decreased from $521.0 million for the year ended December 31, 2019 to $268.9 million for the year ended December 31, 2020, or 48.4%. The number of aircraft operating under our prorate agreements decreased from 67 aircraft as of December 31, 2019 to 60 aircraft as of December 31, 2020, or 10.4%. The negative impact to our revenues due to the COVID-19 pandemic and its associated effects on the travel industry is anticipated to continue into 2021 and potentially thereafter. Due to the materially reduced flight activity during 2020 from historical levels and based on anticipated increases in future monthly flight volumes over the remaining capacity purchase agreements term, we determined the fixed monthly cash payments per aircraft we received during 2020 was disproportionately high relative to the number of flights we operated during 2020. Accordingly, we deferred recognizing revenue of $110.7 million of fixed monthly cash payments we received under our capacity purchase agreements during 2020. Our deferred revenue related to the fixed payments will adjust over the remaining contract term for each capacity purchase agreement based on the number of flights we complete each reporting period relative to the number of flights we anticipate completing over the remaining contract term of each capacity purchase agreement. The deferred revenue balance applicable to each contract will be recorded as revenue by the end of each respective contract term. Additionally, the majority of our capacity purchase agreements set forth an expectation of minimum levels of flight operations which our major airline partners are expected to schedule for our operations and we are expected to provide. These minimum flight operating levels are intended to provide a baseline expectation for aircraft utilization, which allows us to plan for labor requirements, maintenance facilities and related flight operations support. Historically, our major airline partners have scheduled our aircraft utilization which meet or exceed the minimum levels set forth in our code-share agreements; however, the COVID-19 pandemic has caused multiple of our major airline partners to reduce our utilization below the minimum expected levels for portions of 2020. In the event our fleet utilization does not return to pre-COVID levels, we may not be able to maintain operating efficiencies previously obtained, which would negatively impact our operating results and financial condition.

On April 23, 2020, SkyWest Airlines entered into a Payroll Support Program Agreement with Treasury that provides certain payroll support relief payments under the CARES Act, under which we received $450.7 million through December 31, 2020. Additionally, on January 15, 2021 SkyWest Airlines entered into a Payroll Support Program Extension Agreement with Treasury under the Consolidated Appropriations Act, 2021 (the “2021 Appropriations Act”) that provides similar payroll support relief payments, under which SkyWest Airlines expects to receive approximately $233.1 million, of which SkyWest Airlines received $116.5 in January 2021 and expects to receive the remaining balance in February 2021. Of the combined $683.8 million expected to be received under the Payroll Support Program Agreement and Payroll Support Program Extension Agreement, approximately $145.1 million was in the form of a ten-year unsecured term loan. The payroll support programs include certain restrictions, including requirements to maintain certain levels of scheduled service, restrictions on the payment of dividends and the repurchase of our common stock through October 1, 2022, and certain limitations on executive compensation. There is no assurance that we will receive additional payroll support from Treasury.

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Additionally, during 2020 SkyWest Airlines entered into a secured loan and guarantee agreement with Treasury (the “Treasury Loan Agreement”), which permits us to borrow up to $725 million under a five-year term. We have through May 28, 2021 to increase our borrowings under the Treasury Loan Agreement up to the permissible amount. As of December 31, 2020, we borrowed $60 million under the Treasury Loan Agreement. The Treasury Loan Agreement, includes certain restrictions, including on the payment of dividends, repurchase of our common stock and executive compensation for a twelve-month period following repayment of the loan in full. The Treasury Loan Agreement is secured by certain aircraft and spare aircraft parts and is subject to periodical appraisals and loan-to-value ratios. The substance and duration of these restrictions may have materially negative affect our operations and financial results. We lose our ability to draw additional amounts under the Treasury Loan Agreement after May 28, 2021. In the event we repay the full amount outstanding under the Treasury Loan Agreement, the Treasury Loan Agreement will terminate.

We may also take additional actions to improve our financial position, including measures to improve liquidity, such as drawing down on SkyWest Airlines’ line of credit, the issuance of secured debt securities, and/or the entry into other debt facilities. There can be no assurance as to the timing of any such drawdown or issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all. Any such actions could be conducted in the near term, may be material in nature and could result in significant additional borrowing. Measures to improve liquidity or other strategic actions that we may take in the future in response to COVID-19 may not be effective in offsetting decreased demand, and we will not be permitted to take certain strategic actions as a result of the CARES Act and the Payroll Support Program Extension Agreement, which could result in a material adverse effect on our business, operating results and financial condition.

The full extent of the ongoing impact of COVID-19 on our longer-term operational and financial performance will depend on future developments, many of which are outside of our control, including the effectiveness of the mitigation strategies discussed above, the duration and spread of COVID-19 and related travel advisories and restrictions, the impact of COVID-19 on overall long-term demand for air travel, the impact of COVID-19 on our financial health and operations and that of our major airline partners, and future governmental actions, all of which are highly uncertain and cannot be predicted. The COVID-19 pandemic has had a material impact, and the continuation of reduced demand could have a material adverse effect, on our business, operating results, financial condition and liquidity.

In addition, a further outbreak of COVID-19, an outbreak of another disease or similar public health threat, or fear of such an event, that affects travel demand, travel behavior or travel restrictions could have a material adverse impact on our business, financial condition and operating results and those of our major airline partners. Outbreaks of other diseases could also result in increased government restrictions and regulation, such as those actions described above or otherwise, which could adversely affect our operations.

Various negative economic or industry conditions may result in reductions to our flight schedules, which could materially and adversely affect our operations and financial condition.

Our operations and financial condition are affected by many changing economic and other conditions beyond our control, including, among others:

disruptions in the credit markets, which may impact availability of financing;
actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, public health emergencies (including the COVID-19 pandemic), wars, terrorist attacks or political instability;
changes in consumer preferences, perceptions, spending patterns or demographic trends;
changes in the competitive environment due to industry consolidation, new airlines entering the market, our major airline partners operating smaller sized aircraft that may reduce the demand for regional aircraft and other factors;
actual or potential disruptions to U.S. air traffic control systems;
price of jet fuel and oil that may negatively impact the number of flights we are scheduled to operate by our major airline partners under our capacity purchase agreements and may negatively impact the profitability of our prorate agreements;

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outbreaks of diseases and other illnesses that affect travel behavior; and
weather and natural disasters.

The effect of any, or some combination, of the foregoing economic and industry conditions on our operations or financial condition is virtually impossible to forecast; however, the occurrence of any or all of such conditions in a significant manner could materially and adversely affect our operations and financial condition and could cause our major airline partners to reduce the utilization levels of our aircraft under our code-share agreements.

Interruptions or disruptions in service at one of our hub airports, due to weather, system malfunctions or for any other reason, could have a material adverse impact on our operations.

We currently operate primarily through hubs supporting our major airline partners’ route network across the United States. Nearly all of our flights either originate from or fly into one of these hubs. Our revenues depend primarily on our completion of flights and secondarily on service factors such as timeliness of departure and arrival. Any interruptions or disruptions could, therefore, severely and adversely affect us. Extreme weather such as hurricanes or tornados can cause flight disruptions, and, during periods of storms or adverse weather, our flights may be canceled or significantly delayed. We operate a significant number of flights to and from airports with particular weather difficulties, including Chicago, Denver, Salt Lake City and San Francisco. A significant interruption or disruption in service at one of our hubs, due to adverse weather, system malfunctions, airport construction, security closures or otherwise, could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe adverse impact on our operations and financial performance.

The occurrence of an aviation accident involving our aircraft would negatively impact our operations and financial condition.

An accident or incident involving one of our aircraft could result in significant potential claims of injured passengers and others, as well as repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. In the event of an accident, our liability insurance may not be adequate to offset our exposure to potential claims and we may be forced to bear substantial losses from the accident. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our operational and financial results. Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that our operations are less safe or reliable than other airlines and could affect our relationships with our major airline partners.

We may experience disruption in service with key third-party service providers.

We rely on third party vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, ground handling, fueling, computer reservation system hosting, telecommunication systems and information technology infrastructure and services.

Even though we strive to formalize agreements with these vendors that define expected service levels, our use of outside vendors increases our exposure to several risks. In the event that one or more vendors goes into bankruptcy, ceases operation or fails to perform as promised, replacement services may not be readily available at competitive rates, or at all. If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues or negative public perception of our airline. Vendor bankruptcies, unionization, regulatory compliance issues or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms. These events could result in disruptions in our operations or increases in our cost structure.

We are subject to significant governmental regulation and potential regulatory changes.

All interstate air carriers, including SkyWest, are subject to regulation by the DOT, the FAA and other governmental agencies. Regulations promulgated by the DOT primarily relate to economic aspects of air service. The FAA requires operating, air worthiness and other certificates; approval of personnel who may engage in flight,

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maintenance or operation activities; recordkeeping procedures in accordance with FAA requirements; and FAA approval of flight training and retraining programs. We cannot predict whether we will be able to comply with all present and future laws, rules, regulations and certification requirements or that the cost of continued compliance will not have a material adverse effect on our operations. We incur substantial costs in maintaining our current certifications and otherwise complying with the laws, rules and regulations to which we are subject. A decision by the FAA to ground, or require time-consuming inspections of or maintenance on, all or any of our aircraft for any reason may have a material adverse effect on our operations. In addition to state and federal regulation, airports and municipalities enact rules and regulations that affect our operations. From time to time, various airports throughout the country have considered limiting the use of smaller aircraft, such as our aircraft, at such airports. The imposition of any limits on the use of our aircraft at any airport at which we operate could have a material adverse effect on our operations.

We cannot predict the impact, of potential regulatory changes that may affect our business or the airline industry as whole including the potential impact of tariffs on aircraft deliveries. However, it is possible that these changes could adversely affect our business. Our business may be subject to additional costs or loss of government subsidies as a result of potential regulatory changes, which could have an adverse effect on our operations and financial results.

Terrorist activities or warnings have dramatically impacted the airline industry, and will likely continue to do so.

The terrorist attacks of September 11, 2001 and their aftermath have negatively impacted the airline industry in general, including our operations. The primary effects experienced by the airline industry include a substantial loss of passenger traffic and revenue. If additional terrorist attacks are launched against the airline industry, there will be lasting consequences of the attacks, which may include loss of life, property damage, increased security and insurance costs, increased concerns about future terrorist attacks, increased government regulation and airport delays due to heightened security. Additional terrorist attacks and the fear of such attacks could negatively impact the airline industry, and result in further decreased passenger traffic and yields, increased flight delays or cancellations associated with new government mandates, as well as increased security, fuel and other costs. We cannot provide any assurance that these events will not harm the airline industry generally or our operations or financial condition in particular.

Risks Related to Our Code-Share Agreements With Our Major Airline Partners

Our business model is dependent on code-share agreements with four major airline partners.

Our business model depends on major airlines electing to contract with us instead of operating their own regional jets. Some regional airlines are owned by a major airline. We have no guarantee that in the future our major airline partners will choose to enter into contracts with us instead of operating their own regional jets or acquiring a regional airline. Our major airline partners are not prohibited from doing so under our code-share agreements. A decision by any of our major airline partners to phase out code-share relationships and instead acquire and operate their own regional jets or regional airline could have a material adverse effect on our financial results. Additionally, our major airline partners may be limited in the number of regional aircraft they can operate in their network due to aircraft scope limitations they have with their labor groups. Scope limitations could limit our ability to increase the number of aircraft operating under our code-share agreements.

As of December 31, 2020, 355 out of our total 452 aircraft in scheduled service were operating under a capacity purchase arrangement or a prorate agreement with either Delta or United. If our code-share relationship with Delta or United were terminated, we would be significantly impacted and likely would not have an immediate source of revenue or earnings to offset such loss. A termination of either of these relationships would likely have a material adverse effect on our financial condition, operating revenues and net income unless we are able to enter into satisfactory substitute arrangements for the utilization of the affected aircraft by other code-share partners, or, alternatively, obtain the airport facilities and gates and make the other arrangements necessary to fly as an independent airline. We may not be able to enter into substitute code-share arrangements, and any such arrangements we might secure may not be as favorable to us as our current agreements. Operating an airline independent from major airline partners would be a significant departure from our business plan and would likely require significant time and resources, and may not be a viable alternative.

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Additionally, each of our agreements with our major airline partners is subject to certain early termination provisions, including uncured material performance breaches. We also currently use the systems, facilities and services of our major airline partners to support a significant portion of our operations, including airport and terminal facilities and operations, information technology support, ticketing and reservations, scheduling, dispatching, fuel purchasing and ground handling services. If our major airline partners ceased to maintain any of these systems, close any of these facilities or no longer provide these services to us, due to termination of one of our code-share agreements, a strike or other labor interruption by personnel working for our major airline partners or for any other reason, we may not be able to obtain alternative systems, facilities or services on terms and conditions as favorable as those we currently receive, or at all. Since our revenues and operating profits are dependent on our level of flight operations, we could then be forced to significantly reduce our operations. Furthermore, upon certain terminations of our code-share agreements, our major airline partners could require us to sell or assign to them certain airport related facilities, we use in connection with the code-share services we provide. As a result, in order to offer airline service after termination of any of our code-share agreements, we may have to replace these facilities. We may be unable to arrange such replacements on satisfactory terms, or at all.

Our growth may be limited with our major airline partners' flight systems.

Additional growth opportunities within our major airline partners’ flight systems are limited by various factors, including a limited number of regional aircraft each such major airline partner can operate in its regional network due to its own labor agreements. Except as contemplated by our existing code-share agreements, we cannot be sure that our major airline partners will contract with us to fly any additional aircraft. We may not receive additional growth opportunities, or we may agree to modifications to our code-share agreements that reduce certain benefits to us in order to obtain additional aircraft, or for other reasons. Given the competitive nature of the airline industry, we believe limited growth opportunities may result in competitors accepting reduced margins and less favorable contract terms in order to secure new or additional code-share operations. Even if we are offered growth opportunities by our major airline partners, those opportunities may involve economic terms or financing commitments that are unacceptable to us. Additionally, our major airline partners may reduce the number of regional jets in their system by not renewing or extending existing flying arrangements with regional operators. Any one or more of these factors may reduce or eliminate our ability to expand our flight operations with our existing major airline partners.

There are long-term risks related to supply and demand of regional aircraft associated with our regional airline services strategy.

Various factors could change our major airline partners’ long-term strategy in using regional aircraft to support their network objectives. Such changes could result in a reduction in the number of regional aircraft our major airline partners operate in the future. If our major airline partners’ future strategies include a material reduction in regional aircraft generally or for specific aircraft types, such as 50-seat regional aircraft, the resulting decrease in demand in the aircraft we operate could have a material negative impact on our business and financial condition.

Due, in part, to the dynamic nature of the airline industry, major airlines may also make other strategic changes such as changing or consolidating hub locations. If our major airline partners were to make changes such as these in their strategy and operations, our operations and financial results could be adversely impacted.

Our prorate arrangements with our major airline partners are terminable upon notice of 120 days or less.

Our prorate flying agreements with our major airline partners permit the major airline partner to terminate the agreement in its discretion by giving us notice of 120 days or less. If one of our major airline partners elects to terminate a flying agreement with notice of 120 days or less, our ability to use the aircraft under an alternative agreement with similar economics may be limited, which could negatively impact our financial results. Additionally, even if we can subsequently place the aircraft into service with a different major airline partner, of which there can be no assurance, we likely would incur inefficiencies and incremental costs, such as changing the aircraft livery, during the transition period, which would negatively impact our financial results.

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Disagreements regarding the interpretation of our code-share agreements with our major airline partners could have an adverse effect on our operating results and financial condition.

Long-term contractual agreements, such as our code-share agreements, are subject to interpretation and disputes may arise under such agreements if the parties to an agreement apply different interpretations to that agreement. Those disputes may divert management time and resources from the core operation of the business, and may result in litigation, arbitration or other forms of dispute resolution.

In recent years we have experienced disagreements with our major airline partners regarding the interpretation of various provisions of our code-share agreements. Some of those disagreements have resulted in litigation, and we may be subject to additional disputes and litigation in the future. To the extent that we experience disagreements regarding the interpretation of our code-share or other agreements, we will likely expend valuable management time and financial resources in our efforts to resolve those disagreements. Those disagreements may result in litigation, arbitration, settlement negotiations or other proceedings. Furthermore, there can be no assurance that any or all of those proceedings, if commenced, would be resolved in our favor. An unfavorable result in any such proceeding could have adverse financial consequences or require us to modify our operations. Such disagreements and their consequences could have an adverse effect on our operating results and financial condition.

The airline industry is highly competitive and has undergone a period of consolidation and transition leaving fewer potential code-share partners.

The airline industry is highly competitive. We compete with other regional airlines on various factors including, but not limited to, labor resources, including pilots and mechanics; low operating costs; financial resources, including the ability to finance aircraft at competitive terms; geographical infrastructure; and overall customer service levels relating to on-time arrival and flight completion percentages. Our major airline partners rely on us to fly passengers from various locations into their hubs under our code-share agreements at competitive terms. We not only compete with other regional airlines, some of which are owned by or operated as code-share partners of major airlines, but we also indirectly face competition from low-cost carriers, such as Southwest, Allegiant, Spirit and JetBlue among others, who compete with our major airline partners on many routes we operate. Certain of our competitors are larger and have significantly greater financial and other resources than we do. Moreover, federal deregulation of the industry allows competitors to rapidly enter our markets and to quickly discount and restructure fares. The inability to remain competitive on the various factors valued by our major airline partners could adversely affect our operating results and financial condition.

The airline industry has undergone substantial consolidation in recent years, including the mergers between Alaska and Virgin America Inc. in 2016, American and US Airways Group Inc. in 2013, Southwest Airlines Co. and AirTran Holdings, Inc. in 2011, United and Continental Airlines, Inc. in 2010 and Delta and Northwest Airlines, Inc. in 2008. Any additional consolidation or significant alliance activity within the airline industry could limit the number of potential partners with whom we could enter into code-share relationships and could have a material adverse effect on our relationships with our major airline partners.

Risks Related to Our Operating Costs and Personnel

Increases in labor costs, including pilot costs, maintenance costs and overhead costs may result in lower operating margins under our capacity purchase contracts.

Our business is labor intensive, requiring large numbers of pilots, flight attendants, mechanics and other personnel. Labor costs constitute a significant percentage of our total operating costs. Increases in our labor costs could result in a material reduction in our earnings. For example, during the year ended December 31, 2019 and 2020, our salary, wage and benefit costs constituted approximately 40.7% and 40.9% of our total operating costs, respectively. Currently, we believe our labor costs are competitive relative to other regional airlines. However, we cannot provide assurance that our labor costs going forward will remain competitive because of changes in supply and demand for labor in the regional industry. We compete against other airlines and businesses for labor in many highly skilled positions. If we are unable to hire, train and retain qualified employees at a reasonable cost, sustain employee engagement in our strategic vision, or if we are unsuccessful at implementing succession plans for our key staff, we may be unable to grow

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or sustain our business. Attrition beyond normal levels could negatively impact our operating results, increase our training and labor costs and our business prospects could be harmed.

Additionally, under our capacity purchase contracts with Delta, United, American and Alaska, a portion of our compensation is based upon pre-determined rates typically applied to production statistics (such as departures, block hours, flight hours and number of aircraft in service each month). The primary operating costs intended to be compensated by the pre-determined rates include labor costs, including crew training costs, certain aircraft maintenance expenses, and overhead costs. During the year ended December 31, 2020, approximately 89.0% of our code-share operating costs were reimbursable at pre-determined rates and 11.0% of our code-share operating costs were directly reimbursed costs, or often referred to as pass-through costs. Additionally, our aircraft maintenance costs may increase annually as our fleet ages at a higher rate than our pre-determined rates allow. Also, on an individual aircraft basis, various in-depth maintenance procedures are typically scheduled to occur at multi-year intervals, which can result in maintenance expense fluctuations year-to-year. If our operating costs for labor, aircraft maintenance and overhead costs exceed the compensation earned from our pre-determined rates under our capacity purchase arrangements, our financial position and operating results will be negatively affected.

We may experience difficulty recruiting and retaining qualified pilots and maintenance technicians.

Our operations rely on qualified personnel, including pilots, flight attendants and maintenance technicians. Our pilots, flight attendants and maintenance technicians may seek employment at mainline airlines, which generally offer higher salaries and more extensive benefit programs than regional airlines are financially able to offer. Should the turnover of employees, particularly pilots and maintenance technicians, sharply increase, we may not be able to hire sufficient pilots and maintenance technicians to replace those leaving. Additionally, FAA regulations regarding personnel certification and qualifications, and potential future changes in FAA regulations, could limit the number of qualified new entrants that we could hire.  In the event we are unable to hire and retain qualified personnel, including pilots and mechanics, our business and financial condition could be adversely affected.

Increased labor costs, labor disputes and unionization of our workforces may adversely affect our ability to conduct our business and reduce our profitability.

Our business is labor intensive, requiring large numbers of pilots, flight attendants, mechanics and other personnel. Any new collective bargaining agreements entered into by other regional carriers with their work forces may also result in higher industry wages and increased pressure on us to increase the wages and benefits of our employees. Future agreements with represented employees may be on terms that are not as attractive as our current agreements or comparable to agreements entered into by our competitors.

SkyWest’s employees are represented by in-house associations; however, organizing efforts to join national unions among those employees occur from time to time. Such efforts will likely continue in the future and may ultimately result in some or all of our employees being represented by one or more national unions. If our employees were to unionize or be deemed to be represented by one or more national unions, negotiations with these unions could divert management attention and disrupt operations, which may result in increased operating expenses and may negatively impact our financial results. Moreover, we cannot predict the outcome of any future negotiations relating to union representation or collective bargaining agreements. Agreements reached in union-involved collective bargaining may increase our operating expenses and negatively impact our financial results.

We may experience an increase in fuel prices in our prorate operations.

Dependence on foreign imports of crude oil, limited refining capacity and the possibility of changes in government policy on jet fuel production, transportation and marketing make it difficult to predict the future availability of jet fuel. If there are additional outbreaks of hostilities or other conflicts in oil-producing areas or elsewhere, or a reduction in refining capacity (due to weather events, for example), or governmental limits on the production or sale of jet fuel, there could be a reduction in the supply of jet fuel and significant increases in the cost of jet fuel. Additionally, our operations may experience disruptions from temporary fuel shortages by our fuel vendors resulting from fuel quality

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issues, refueling disruption, or other challenges. Major reductions in the availability of jet fuel or significant increases in its cost, or a continuation of high fuel prices for a significant period of time, would have a material adverse impact on us.

Pursuant to our capacity purchase arrangements, our major airline partners have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. However, we bear the economic risk of fuel price fluctuations on our prorate operations. As of December 31, 2020, we operated 34 CRJ200s under a prorate agreement with United and 26 CRJ200s under a prorate agreement with Delta. Our operating and financial results with respect to these prorate arrangements can be negatively affected by the price of jet fuel in the event we are unable to increase our passenger fares. Additionally, in the event of prolonged low fuel prices, our competitors may lower their passenger ticket prices on routes that compete with our prorate markets, which could negatively impact our passenger load factors.

Risks Related to Operating and Leasing Regional Jet Aircraft and Engines

We are reliant on two aircraft manufacturers and one engine manufacturer.

We operate aircraft manufactured by Bombardier and Embraer. The issuance of FAA or manufacturer directives restricting or prohibiting the use of any Bombardier or Embraer aircraft types we operate could negatively impact our business and financial results. We are also dependent upon General Electric as the sole manufacturer of engines used on the aircraft we operate. Our operations could be materially and adversely affected by the failure or inability of Bombardier, Embraer or General Electric to provide sufficient parts or related maintenance and support services to us on a timely manner. Additionally, timing and availability of new aircraft deliveries could be delayed beyond our control.

We have a significant amount of contractual long-term debt obligations.

As of December 31, 2020, we had a total of approximately $3.2 billion in total long-term debt obligations. Our long-term debt obligations include $3.07 billion related to the acquisition of aircraft, $105.2 million related to borrowings under the Payroll Support Program Agreement with Treasury under the CARES Act and $60.0 million related to borrowings under the Treasury Loan Agreement. Excluding aircraft financed by our major partners that we operate for them under contract, we had 41 aircraft under long-term lease agreements as of December 31, 2020, with remaining terms up to ten years. Future minimum lease payments due under all long-term operating leases were approximately $359.7 million at December 31, 2020. At a 6.1% discount factor, which is the average rate used to approximate the implicit rates within the applicable leases, the present value of these lease obligations was equal to approximately $288.6 million at December 31, 2020. Our high level of fixed obligations could impact our ability to obtain additional financing to support additional expansion plans or divert cash flows from operations and expansion plans to service the fixed obligations.

Under our capacity purchase agreements, our major airline partners compensate us for our costs of owning or leasing the aircraft on a monthly basis. The aircraft compensation structure varies by agreement but is intended to cover either our aircraft principal and interest debt service costs, our aircraft depreciation and interest expense or our aircraft lease expense costs while the aircraft is under contract. In the event any of our major airline partners defaults under a capacity purchase agreement or we are unable to extend the flying contract terms on aircraft with ongoing financial obligations, our financial position and financial results could be materially adversely affected.

In addition, in response to the travel restrictions, decreased demand and other effects the COVID-19 pandemic has had and is expected to have on our business, we may seek material amounts of additional financial liquidity in the short-term, which may include drawing down on SkyWest Airlines’ line of credit, the issuance of secured debt securities and/or the entry into other debt facilities, among other items. There can be no assurance as to the timing of any such drawdown or issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all. In addition, we have received financial assistance that is available to the airline industry under the CARES Act and the 2021 Appropriations Act, which financial assistance subjects us and our business to certain restrictions, including, but not limited to, restrictions on the payment of dividends and the repurchase of our common stock, and certain limitations on executive compensation for a twelve-month period following the full repayment of borrowings under the Treasury Loan Agreement.

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If our liquidity is materially diminished, we might not be able to timely pay our leases and debts or comply with certain covenants under SkyWest Airlines’ line of credit, Treasury Loan Agreement or with other material provisions of our contractual obligations.

Our anticipated fleet replacement would require a significant increase in our leverage and the related cash requirements.

We currently have 206 CRJ200s, of which 130 were in-service as of December 31, 2020, with an average life of 18.5 years. Over the next several years, we may continue to replace the CRJ200s with larger regional jets. If we continue to add new aircraft to our fleet, we anticipate using significant amounts of capital to acquire these larger regional jets.

There can be no assurance that our operations will generate sufficient cash flow or liquidity to enable us to obtain the necessary aircraft acquisition financing to replace our current fleet, or to make required debt service payments related to our existing or anticipated future obligations. Even if we meet all required debt, lease and purchase obligations, the size of these long-term obligations could negatively affect our financial condition and results of operations in many ways, including:

increasing the cost, or limiting the availability of, additional financing for working capital, acquisitions or other purposes;
limiting the ways in which we can use our cash flow, much of which may have to be used to satisfy debt and lease obligations; and
adversely affecting our ability to respond to changing business or economic conditions or continue our growth strategy.

If we need additional capital and cannot obtain such capital on acceptable terms, or at all, we may be unable to realize our fleet replacement plans or take advantage of unanticipated opportunities.

The residual value of our owned aircraft may be less than estimated in our depreciation policies.

As of December 31, 2020, we had approximately $5.4 billion of property and equipment and related assets, net of accumulated depreciation. In accounting for these long-lived assets, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets and operating cash flow losses associated with the use of the long-lived assets. In the event the estimated residual value of any of our aircraft types is determined to be lower than the residual value assumptions used in our depreciation policies, the applicable aircraft type in our fleet may be impaired and may result in a material reduction in the book value of applicable aircraft types we operate or we may need to prospectively modify our depreciation policies. An impairment on any of our aircraft types we operate or an increased level of depreciation expense resulting from a change to our depreciation policy and assumptions could result in a material negative impact to our financial results.

We have aircraft lease and debt commitments that extend beyond our existing capacity purchase contractual term on certain aircraft.

Under our capacity purchase agreement with one of our major airline partners, we have a total of 18 CRJ700s with flying contract expirations scheduled between 2022 and 2023. Our underlying debt financing obligations associated with each of these aircraft are scheduled to terminate in 2024 and 2025 on an aircraft-by-aircraft basis. We may not be successful in extending the flying contract term on these aircraft with our major airline partner at acceptable economic terms. In the event we are unsuccessful in extending the flying contract terms on these aircraft, we intend to pursue alternative uses for the aircraft over the remaining aircraft financing term including, but not limited to, operating the aircraft with another major carrier under a negotiated code-share agreement or subleasing the aircraft to another operator. Additionally, we may negotiate an early lease return agreement with the aircraft lessor. In the event we are unable to extend the flying contract terms for these aircraft at each respective contract’s expiration, we may incur cash and non-

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cash early lease termination costs that would negatively impact our operations and financial condition. Additionally, in the event we are unable to extend a flying contract with an existing major airline partner, but reach an agreement to place the aircraft into service with a different major airline partner, we likely will incur inefficiencies and incremental costs, such as changing the aircraft livery, which would negatively impact our financial results.

We lease aircraft and engines to third parties and the lessee may default under the lease terms, which could negatively affect our financial condition, cash flow and results of operations.

We lease CRJ aircraft and engines used on CRJ aircraft to third parties. In the event a lessee defaults under the terms of the lease agreement, we may incur additional costs, including legal and other expenses necessary to repossess the aircraft or engines, particularly if the lessee is contesting the proceedings or is in bankruptcy. We could also incur substantial maintenance, refurbishment or repair costs if a defaulting lessee fails to pay such costs and where such maintenance, refurbishment or repairs are necessary to put the aircraft or engines in suitable condition for remarketing or sale. We may also incur storage costs associated with any aircraft or engine that we repossess and are unable to place immediately with another lessee. Even if we are able to immediately place a repossessed aircraft or engine into service ourselves, or place the aircraft and engines under another lessee, we may not be able to do so at a similar or favorable lease rate. A lessee default under one of our lease agreements could negatively affect our financial condition, cash flow and results of operations.

We have entered into a strategic engine leasing joint venture that operates under joint control with a third party that involves significant risk.

We have entered into a strategic engine joint venture with a third party to lease engines to other parties. This strategic venture involves significant risks, including:

we may not realize a satisfactory return on our investment;
the joint venture may divert management’s attention from our core business;
our joint venture partner could have investment goals that are not consistent with our investment objectives, including the timing, terms and strategies for any investments; and
our joint venture partner might fail to fund their share of required capital contributions or fail to fulfill their other obligations.

Although we currently participate in the management of our engine joint venture, our joint venture agreement requires unanimous approval over all significant actions. In addition, if we were unable to resolve a dispute with our joint venture partner that retains material managerial veto rights, we might reach an impasse that could require us to dissolve the joint venture at a time and in a manner that could negatively affect our financial results.

We are subject to various environmental requirements, including laws and regulations related to climate change and emissions. Compliance with new or existing environmental requirements could materially and adversely affect the Company's business plans, strategies, and results of operations.

We are subject to federal, state, and local laws and regulations relating to the protection of the environment, including those relating to aircraft and ground-based emissions, discharges into water systems, safe drinking water, and the management of hazardous substances and waste materials. Certain legislative bodies and regulatory authorities are increasingly focused on climate change and have taken actions to implement additional laws, regulations, and programs intended to protect the environment. For example, the federal government, as well as several state and local governments, have implemented legislative and regulatory proposals and voluntary measures intended to reduce greenhouse gas emissions. Compliance with laws, regulations, and other programs intended to reduce emissions or otherwise protect the environment may require us to reduce our emissions, secure carbon offset credits or otherwise pay for emissions, or make capital investments to modify certain aspects of our operations to reduce emissions. Future policy, legal, and regulatory developments relating to the protection of the environment could increase our costs and have a material adverse effect on our operations.

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Risks Related to Dividends, Share Repurchases and Our Common Stock

We are currently restricted from paying dividends or repurchasing our stock under the CARES Act Treasury Loan Agreement we executed in 2020 and the Payroll Support Program Extension Agreement we executed in January 2021.

Historically, we have paid dividends and repurchased shares of our common stock in varying amounts. During 2020, we entered into two agreements with Treasury under the CARES Act, the Payroll Support Program Agreement and the Treasury Loan Agreement. Additionally, in January 2021 we entered into the Payroll Support Program Extension Agreement with Treasury under the 2021 Appropriations Act. Each of these agreements restrict us from the payment of dividends and the repurchase of our common stock. The dividend and share repurchase restriction term is longer under the Treasury Loan Agreement, which is a twelve-month period following repayment of the loan in full. Although the Treasury Loan Agreement has a five-year term, we may repay the loan in full prior to the termination date without penalty. There is no assurance we will repay the loan in full prior to the loan termination date.

Following the dividend and share repurchase restriction lapse under the Treasury Loan Agreement, there can be no assurance that we will resume our past practice of paying dividends on our common stock or that we will have the financial resources to pay such dividends. Similarly, there also can be no assurance that we will continue our practice of repurchasing shares of common stock or that we will have the financial resources to repurchase shares of common stock in the future. The future payment of dividends and the number of shares of common stock we may repurchase will depend upon our financial condition and results of operations and other factors deemed relevant by our board of directors.

If we resume paying cash dividends or resume a share repurchase program in the future, such dividends and repurchases could affect our stock price and increase its volatility. The existence of a share repurchase program and any future dividends could cause our stock price to be higher than it would otherwise be and could potentially reduce the market liquidity for our stock. Additionally, resuming our share repurchase program and any future dividends may reduce our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions.

We issued warrants to purchase shares of our common stock to Treasury for relief we received under the CARES Act and the 2021 Appropriations Act, and we are obligated to issue additional warrants to Treasury if we borrow additional amounts under our Treasury Loan Agreement.

During 2020, we issued warrants to purchase 370,220 shares of our common stock with an exercise price of $28.38 per share to Treasury as consideration for payroll support payments we received under the CARES Act payroll support program. Also, during 2020 we issued warrants to purchase 211,416 shares of our common stock with an exercise price of $28.38 per share to Treasury as consideration for borrowing $60.0 million under the Treasury Loan Agreement. We are eligible to borrow up to $725.0 million under the Treasury Loan Agreement through May 28, 2021, subject to the terms of the Treasury Loan Agreement. On the date of any subsequent borrowing under the Treasury Loan Agreement, we obligated to issue to Treasury an additional warrant for a number of shares of our common stock equal to 10% of such borrowing amount, divided by the exercise price of $28.38 per share. Additionally, in January 2021, we agreed to issue warrants to purchase up to 98,815 shares of our common stock with an exercise price of $40.41 per share to Treasury as consideration for payroll support payments we received under the 2021 Appropriations Act. As of February 22, 2021, we had issued 12,288 of such warrants.

If we increase our borrowings under the Treasury Loan Agreement, our obligation to issue additional warrants to Treasury may be dilutive to existing shareholders. Additionally, if Treasury exercises its option to purchase shares of our common stock under warrants previously issued to Treasury, such exercise will be dilutive to our shareholders.

Provisions of our charter documents and code-share agreements may limit the ability or desire of others to gain control of our company.

Our ability to issue shares of preferred and common stock without shareholder approval may have the effect of delaying or preventing a change in control and may adversely affect the voting and other rights of the holders of our

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common stock, even in circumstances where such a change in control would be viewed as desirable by most investors. The provisions of the Utah Control Shares Acquisitions Act may also discourage the acquisition of a significant interest in or control of our company. Additionally, our code-share agreements contain termination and extension trigger provisions related to change in control type transactions that may have the effect of deterring a change in control of our company.

General Risk Factors

Our business could be harmed if we lose the services of our key personnel.

Our business depends upon the efforts of our chief executive officer, Russell A. Childs, and our other key management and operating personnel. We may have difficulty replacing management or other key personnel who cease to be employed by us and, therefore, the loss of the services of any of these individuals could harm our business. We do not maintain key-person insurance on any of our executive officers.

We may be a party to litigation in the normal course of business or otherwise, which could affect our financial condition and results of operations.

We may become party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters, arising in the ordinary course of our business or otherwise, including those related to tort, environmental, employment and commercial legal issues. Legal proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of variables, some of which are not within our control. Litigation is subject to significant uncertainty and may be expensive, time-consuming, and disruptive to our operations. Although we will vigorously defend ourselves in such legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain. If a legal proceeding is resolved against us, it could result in significant compensatory damages or injunctive relief that could materially adversely affect our financial condition, results of operations and cash flows.

The adoption of new tax legislation or changes to existing tax laws and regulations could adversely affect our financial condition or results of operations.

The airline industry is one of the most heavily taxed industries in the United States. We are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various non-U.S. jurisdictions. Potential changes in existing tax laws, including future regulatory guidance, may impact our effective tax rate and tax payments. There can be no assurance that changes in tax laws or regulations, both within the United States and the other jurisdictions in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our major airline partners, customers or the economy generally may also impact our financial condition and results of operations.

In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.

Information technology security breaches, hardware or software failures, or other information technology disruptions may negatively impact our operations or reputation.

The performance and reliability of our technology are critical to our ability to compete effectively. Any internal technological error or failure or large-scale external interruption in the technological infrastructure we depend on, such as U.S. air traffic control systems, power, telecommunications or the internet, may disrupt our internal network. Any individual failure or repeated failure of technology could impact our ability to conduct our business and result in increased costs. Our technological systems and related data may be vulnerable to a variety of sources of interruption due

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to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

In addition, cybersecurity threats pose a potential risk to the security of our information technology systems, networks and services, as well as the confidentiality and integrity of our data. Cybersecurity risks may include security breaches, computer viruses, malicious or destructive code, ransomware and other attacks. Unauthorized parties may attempt to gain access to our systems or information through fraud or other means of deception. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving, and may be difficult to anticipate or to detect for long periods of time. We may not be able to prevent all data security breaches or misuse of data. The compromise of our technology systems resulting in the loss, disclosure, misappropriation of, or access to, customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Flight Equipment

As of December 31, 2020, our fleet operating under our code-share agreements consisted of the following types of owned and leased aircraft:

    

Number of

    

Number of

    

    

Scheduled

    

Average

    

 

Owned

Leased

Passenger

Flight

Cruising

Average

 

Aircraft Type

Aircraft

Aircraft

Capacity

Range (miles)

Speed (mph)

Age (years)

 

CRJ900s

 

15

24

 

70-76

 

1,500

 

530

 

9.9

CRJ700s

 

63

27

 

65-70

 

1,600

 

530

 

15.0

CRJ200s

 

120

10

 

50

 

1,500

 

530

 

18.1

E175s

 

162

31

 

70-76

 

2,100

 

530

 

3.9

Several factors may impact our fleet size throughout 2021 and thereafter, including, but not limited to, contract expirations that are not renewed, reductions in our prorate fleet, lease expirations that are not extended and growth opportunities. Below is our 2021 outlook on our fleet by aircraft type. Our actual future fleet size and/or mix of aircraft types will likely vary, and may vary materially, from our current fleet size due to demand uncertainty resulting from COVID-19 and other factors.

E175s – We anticipate taking delivery of 20 new E175 aircraft under a capacity purchase agreement with American. We anticipate financing these aircraft with debt and deliveries are anticipated to begin in the third quarter of 2021 and continue in 2022. We anticipate placing the aircraft into service in 2022.

CRJ900s – We anticipate taking delivery of one new CRJ900 aircraft under a capacity purchase agreement with Delta during 2021, with Delta financing the aircraft.

CRJ700s – We anticipate placing 25 used CRJ700s into service under a capacity purchase agreement with American during 2021. We will use aircraft we own and were not operating under a code-share agreement with any of our major airline partners as of December 31, 2017 and 2018 contained2020. Following the placement of these 25 CRJ700s, we are scheduled to have a total of 90 CRJ700s under a capacity purchase agreement with American.

CRJ200s – As a result of the COVID-19 demand decrease in this Report, include2020, we reduced the financial results and positionnumber of ExpressJet for those respective periods. 

Financial Highlights

We had totalCRJ200s operating revenuesunder code-share agreements from 190 as of $3.2 billion for the year ended December 31, 2018, a 3.2% increase, compared2019 to total operating revenues130 as of $3.1 billion for the year ended December 31, 2017. We had2020. Various factors, including but not limited to, changes in passenger demand on routes typically serviced by CRJ200 aircraft and anticipated costs to maintain our older CRJ200 fleet could result in higher or lower demand for our CRJ200 fleet in 2021 and subsequent periods.

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Ground Facilities

We lease many of the buildings and associated land that we occupy. Most of these leases are for facilities at airports with various government agencies that control the use of the airport. We lease maintenance, training and office facilities in Salt Lake City, Utah, and we lease additional maintenance facilities in Boise, Idaho; Fresno, California; Tucson, Arizona; Chicago, Illinois; Detroit, Michigan; Nashville, Tennessee; South Bend, Indiana; Fort Wayne, Indiana; and San Luis Obispo, California. We also lease ticket counters, passenger hold rooms, operating areas and other terminal space in many of the airports that we serve.

We own our corporate headquarters facilities located in St. George, Utah and a maintenance accessory shop facility in Salt Lake City, Utah. We also own maintenance facilities on land leases with airport authorities in Milwaukee, Wisconsin; Oklahoma City, Oklahoma; Colorado Springs, Colorado; and Palm Springs, California.

ITEM 3. LEGAL PROCEEDINGS

We are subject to certain legal actions which we consider routine to our business activities. As of December 31, 2020, our management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on our financial position, liquidity or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

The disclosure required by this item is not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on The Nasdaq Global Select Market under the symbol “SKYW.” As of February 16, 2021, there were approximately 4,010 stockholders of record of our common stock. Securities held of record do not include shares held in securities position listings. The transfer agent for our common stock is Zions First National Bank, Salt Lake City, Utah.

Dividends

In February 2020, our Board of Directors declared a regular dividend of $0.14 per share. No subsequent dividends were declared during the 2020 calendar year. During 2019, our Board of Directors declared regular quarterly dividends of $0.12 per share. Pursuant to the terms of our Treasury Loan Agreement, we are restricted from paying dividends for a twelve-month period following repayment of the loan in full. We had borrowings outstanding under the Treasury Loan Agreement as of December 31, 2020.

Issuer Purchases of Equity Securities

Our Board of Directors has adopted a stock repurchase program which authorizes us to repurchase shares of our common stock in the public market or in private transactions, from time to time, at prevailing prices. Our stock repurchase program currently authorizes the repurchase of up to $250.0 million of our common stock. No shares of common stock were repurchased under our repurchase program during the three months ended December 31, 2020. Pursuant to the terms of our Treasury Loan Agreement, we are restricted from repurchasing shares of our common stock for a twelve-month period following repayment of the loan in full. We had borrowings outstanding under the Treasury Loan Agreement as of December 31, 2020.

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Stock Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate it by reference into such filing.

The following graph compares the cumulative total shareholder return on our common stock over the five-year period ended December 31, 2020, with the cumulative total return during such period of the Nasdaq Stock Market (U.S. Companies) and the Nasdaq Stock Market Transportation Index. The following graph assumes an initial investment of $100.00 with dividends reinvested. The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.

Graphic

INDEXED RETURNS

 

Base

 

Period

Years Ending

 

Company Name / Index

2015

2016

2017

2018

2019

2020

 

SkyWest, Inc.

    

100

    

191.90

281.25

237.66

347.96

    

217.78

NASDAQ Composite

 

100

 

108.87

141.13

137.12

187.44

 

271.64

NASDAQ Transportation Index

100

129.22

164.82

149.92

188.80

247.07

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial and operating data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this Report.

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Selected Consolidated Financial Data (amounts in thousands, except per share data):

Year ended December 31,

 

2020

2019

2018

2017

2016

 

Operating revenues

    

$

2,127,106

    

$

2,971,963

    

$

3,221,679

    

$

3,122,592

    

$

3,063,702

    

Operating income (loss)(1)

 

108,802

 

512,258

 

474,280

 

388,199

 

(172,684)

Net income (loss)(2)

 

(8,515)

 

340,099

 

280,372

 

428,907

 

(161,586)

Net income (loss) per common share:

Basic

$

(0.17)

$

6.68

$

5.40

$

8.28

$

(3.14)

Diluted

$

(0.17)

$

6.62

$

5.30

$

8.08

$

(3.14)

Weighted average shares:

Basic

 

50,195

 

50,932

 

51,914

 

51,804

 

51,505

Diluted

 

50,195

 

51,375

 

52,871

 

53,100

 

51,505

Total assets(3)

$

6,887,622

$

6,657,129

$

6,313,212

$

5,474,400

$

5,007,966

Current assets(3)

 

982,802

 

760,346

 

1,020,794

 

995,133

 

917,792

Current liabilities

 

941,722

 

924,676

 

924,826

 

820,825

 

747,265

Long-term debt, net of current maturities

 

2,801,538

 

2,628,989

 

2,809,768

2,377,346

2,240,051

Stockholders’ equity

 

2,139,545

 

2,175,014

 

1,964,281

1,754,322

1,350,943

Return (loss) on average equity(4)

 

(0.4)

%  

 

16.4

%  

 

15.1

%  

 

27.6

%  

 

(12.0)

%  

Cash dividends declared per common share

$

0.14

$

0.48

$

0.40

$

0.32

$

0.19

(1)Our 2019 operating income included a special charge of $21.9 million, primarily consisting of a non-cash write-off of aircraft manufacturer part credits that SkyWest Airlines forfeited to settle future lease return obligations. Our operating loss for 2016 included a special charge of $465.6 million related to an impairment on our 50-seat aircraft and related assets.
(2)Our net income for 2019 included a $46.5 million gain on the sale of $280.4 million, or $5.30 per diluted share, for the year ended December 31, 2018, compared toExpressJet. Our net income of $428.9 million, or $8.08 per diluted share, for the year ended December 31, 2017. Our results for 2017 included a $246.8 million benefit related to the revaluation of our net deferred tax liability and other tax liabilities in accordance with the Tax Cuts and Jobs Act of 2017 that was enacted into law in December 2017.

The significant items affecting our financial performance during the year ended December 31, 2018 are outlined below:

Revenue

The number of aircraft we have in scheduled service and the number of block hours we generate on our flights are primary drivers

(3)Certain reclassifications were made to our flying agreements revenue under our fixed-fee arrangements.  During 2018, we had a net increase in the number of aircraft operating under fixed-fee agreements. As summarized under the Fleet Activity section below, from December 31, 2017 balances to December 31, 2018, we removed 48 aircraft from service that were operating under less profitable flying contracts and added 49 aircraft to new or existing fixed-fee arrangements at improved economics.  The number of aircraft available for scheduled service increased from 595 aircraft at December 31, 2017 to 596 at December 31, 2018.  Our completed block hours decreased 4.5% primarily dueconform to the timingcurrent period presentation, which reflects the adoption of our fleet transition during 2018. The majority of the aircraft removedAccounting Standards Update (“ASU”) No. 2014-09, Revenue from service during 2018 were removed during the first half of the year, whereas the majority of the aircraft added into service were added during the second half of the year.

Despite the reduction in our block hour production since 2017, our total flying agreements revenue increased 3.2% from 2017 to 2018 primarily due to higher compensation we earned on aircraft, including new aircraft added in 2018, partially offset by a decrease in revenue associatedContracts with the aircraft removed from our fleet.

Operating Expenses

The increase in our operating expense from 2017 to 2018 of $13.0 million, or 0.5%, was primarily related to increased compensation paid to our crews since December 31, 2017, an increase in our average fuel costs per gallon on our prorate flying arrangements and an increase in other operating expenses, including pilot recruitment and training costs. Additional details regarding the increase in our operating expenses are described in the section of this Report entitled “Results of Operations.”

Fleet Activity

The following table summarizes our fleet activity for 2018:

29


 

 

 

 

 

 

 

 

 

 

Aircraft in Service

 

December 31, 2017

 

Additions

 

Removals

 

December 31, 2018

 

E175s

 

107

 

39

 

 

146

 

CRJ900s

 

52

 

5

 

(16)

 

41

 

CRJ700s

 

129

 

 

(20)

 

109

 

CRJ200s

 

195

 

5

 

 

200

 

ERJ145/135s

 

112

 

 

(12)

 

100

 

Total

 

595

 

49

 

(48)

 

596

 

During 2018, we took delivery of 39 new E175 aircraft and five new CRJ900 aircraft and placed the aircraft into service under fixed-fee flying agreements.  We removed 16 CRJ900 aircraft from service and returned the aircraft to the lessor.  We also removed 20 CRJ700 aircraft from service during 2018 that we either returned to the lessor, are in the process of transitioning to another major airline partner, or are pursuing alternative uses of the aircraft, including, but not limited to, leasing the aircraft or related engines to third parties.  The five CRJ200 aircraft added to service during 2018 were temporarily out of service at December 31, 2017.  We removed 12 ERJ145s from service and returned the aircraft to the lessor.  

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized inCustomers (Topic 606) (“Topic 606”). See Note 1 to our Consolidated Financial Statements included in Item 8 of this Report. Critical accounting policies

(4)Calculated by dividing net income (loss) by the average of beginning and ending stockholders’ equity for the year.

Selected Operating Data

Year ended December 31,

 

2020

2019 (1)

2018

2017

2016

 

Block hours

    

973,338

    

1,464,405

    

1,757,047

    

1,839,779

    

1,938,492

Departures

 

585,257

 

842,098

 

1,010,053

 

1,087,052

 

1,153,480

Passengers carried

 

21,255,931

 

43,660,766

 

48,350,470

 

51,483,552

 

53,539,438

Average passenger trip length

 

500

500

523

512

523

Number of operating aircraft at end of year(2)

 

452

 

483

 

596

 

595

 

652

(1)Excludes ExpressJet operating data since ExpressJet was sold during January 2019.
(2)Excludes aircraft we are those policies that are most important to the preparation of our consolidated financial statements and require management’s subjective and complex judgments due to the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to revenue recognition, aircraft maintenance, aircraft leases, impairment of long‑lived assets, stock‑based compensation expense and fair value as discussed below. The application of these accounting policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results will likely differ, and could differ materially, from such estimates.

Revenue Recognition

Flying agreements and airport customer service and other revenues are recognized when service is provided. Under our fixed-fee and prorate flying agreementsnot operating under code-share agreement with our major airline partners, revenue is considered earned when each flight is completed. A portion of our compensation under our fixed-fee flying agreements is designedsuch as aircraft leased to reimburse us for the use of the aircraft we provide under such agreements. This compensation is deemed to be lease revenue, inasmuch as the agreements identify the “right of use” or a specific typethird parties and number of aircraft over the agreement term.  The amount of compensation deemed to be lease revenue is determined from the agreed upon rates for the use of the aircraft included in each fixed-fee agreement, which we believe approximates fair value for the aircraft leases. Under our airport customer service agreements, revenue is considered earned when each flight we provide customer service for departs. Our agreements with our major airline partners contain certain provisions pursuant to which the parties could terminate the respective agreement, subject to certain rights of the other party, if certain performance criteria are not maintained. Our revenues could be impacted by a number of factors, including changes to the applicable code‑share agreements, contract modifications resulting from contract renegotiations and our ability to earn incentive payments contemplated under applicable agreements. In the event contracted rates are not finalized at a quarterly or annual financial statement date, we record that period’s revenues based on the lower of the prior period’s approved rates or our estimate of rates that will be implemented upon completion of negotiations. Also, in the event we have a reimbursement dispute with a major airline partner at a quarterly or annual financial statement date, we evaluate the dispute under established revenue recognition criteria and, provided the revenue recognition criteria have been met, we recognize revenue for that period based on our estimate of the resolution of the dispute. Accordingly, we are required to exercise judgment and use assumptions in the application of our revenue recognition policy.

 Maintenance

For the majority of our engines, we have an agreement with a third‑party vendor to provide long‑term engine maintenance covering scheduled and unscheduled engine repairs, including engine overhauls, operating under our fixed‑rate engine contracts (a “Power-by-the-Hour Agreement”). Under the terms of the Power-by-the-Hour Agreement,

30


we are obligated to pay a set dollar amount per engine hour flown on a monthly basis and the vendor assumes the obligation to repair the engines at no additional cost to us, subject to certain specified exclusions. Thus, under the Power-by-the-Hour Agreement, we expense the engine maintenance costs as flight hours are incurred on the engines and using the contractual rate set forth in the agreement.

For engines not covered under a Power-by-the-Hour-Agreement we use the direct‑expense method of accounting for our regional jet aircraft engine overhaul costs. Under this method, the maintenance liability is not recorded until the maintenance services are performed.

Aircraft Leases

As of December 31, 2018, our fleet of aircraft in scheduled service included 245 aircraft under lease (including 108 aircraft leased by ExpressJet). In order to determine the proper classification of our leased aircraft as either operating leases or capital leases, we must make certain estimates at the inception of the lease relating to the economic useful life and the fair value of an asset as well as select an appropriate discount rate to be used in discounting future lease payments. These estimates are utilized by management in making computations as required by existing accounting standards that determine whether the lease is classified as an operating lease orstorage following removal from a capital lease. All of our aircraft leases have been classified as operating leases, which results in rental payments being charged to expense over the terms of the related leases. Under some of our fixed-fee arrangements, our major airline partners may acquire aircraft from third-parties and lease the aircraft to us for a de minimis amount, and in such cases, no related lease revenue or lease expense is recognized. Under the majority of our operating leases, we are required to meet half-time lease return conditions with the aircraft, which presumes at least 50 percent of the eligible flight time for certain components since the last overhaul remains when the aircraft is returned to the lessor. A liability for probable lease return costs is recorded after the aircraft has completed its last maintenance cycle prior to being returned. Additionally, operating leases are not reflected in our consolidated balance sheet and accordingly, neither a lease asset nor an obligation for future lease payments is reflected in our consolidated balance sheets. See “Recent Accounting Pronouncements” set forth below for a discussion of a new accounting standard that is likely to have an impact on our aircraft lease accounting beginning in 2019. 

Long‑Lived Assets

As of December 31, 2018, we had approximately $5.0 billion of property and equipment and related assets net of accumulated depreciation. In accounting for these long‑lived, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long‑lived assets, a significant change in the condition of the long‑lived assets and operating cash flow losses associated with the use of the long‑lived assets. When considering whether or not impairment of long‑lived assets exists, we group similar assets together at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and compare the undiscounted cash flows for each asset group to the net carrying amount of the assets supporting the asset group. Asset groupings are done at the fleet type or contract level. We did not have any impairment charges during the year ended December 31, 2018.

31


Stock‑Based Compensation Expense

Restricted stock units (“RSUs”) are awarded to eligible employees and entitle the grantee to receive shares of common stock at the end of the vest period.  Performance Share Units (“PSUs”) are awarded to certain employees to receive shares of common stock if specific performance targets are achieved. At the end of each performance period, the number of shares awarded can range from 0% to 200% of the original 2018 and 2017 grant amounts for performance share units and can range from 0% to 150% of the original 2016 grant amount for performance shares, depending on the performance against the pre-established targets. The fair value of the RSUs and PSUs are based on the stock price as of the date of grant and “cliff vest” after three years. We are required to use judgment and estimates in determining compensation expense for the PSUs based on projected performance compared to the pre-established targets over the measurement period for unvested PSU awards. 

Fair value

We hold certain assets that are required to be measured at fair value in accordance with U.S. Generally Accepted Accounting Principles. We determined fair value of these assets based on the following three levels of inputs:

flying agreement.

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of our marketable securities primarily utilize broker quotes in a non‑active market for valuation of these securities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions.

We utilize several valuation techniques in order to assess the fair value of our financial assets and liabilities. Our cash and cash equivalents primarily utilize quoted prices in active markets for identical assets or liabilities.

Recent Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements included in Item 8 of this Report for a description of recent accounting pronouncements.

Results of Operations

2018 Compared to 2017

Operational Statistics. The following table sets forth our major operational statistics and the associated percentages of change for the periods identified below. The decrease in block hours, departures and passengers carried during the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily due to the timing of our fleet transition during 2018.  Although our total number of aircraft in service did not significantly change from December 31, 2017 to December 31, 2018, the majority of the aircraft removed from service were removed during the first half of 2018 while the majority of the aircraft added into service were added during the second half of 2018.

32


 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2018

    

2017

    

% Change

 

Block hours

 

1,757,047

 

1,839,779

 

(4.5)

%

Departures

 

1,010,053

 

1,087,052

 

(7.1)

%

Passengers carried

 

48,350,470

 

51,483,552

 

(6.1)

%

Passenger load factor

 

80.5

80.4

0.1

pts

Average passenger trip length (miles)

 

523

 

512

 

2.1

%

Operating Revenues

The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2018

    

2017

    

$ Change

    

% Change

 

Flying agreements

 

$

3,169,520

 

$

3,078,297

 

$

91,223

 

3.0

%

Airport customer service and other

 

 

52,159

 

 

44,295

 

 

7,864

 

17.8

%

Total operating revenues

 

$

3,221,679

 

$

3,122,592

 

$

99,087

 

3.2

%

Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners.  Airport customer service and other revenues primarily consist of revenue earned from providing airport counter, gate and ramp services.  Changes in our flying agreements revenue are summarized below (dollar amounts in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2018

    

2017

    

$ Change

    

% Change

 

Capacity purchase agreements revenue: flight operations

 

$

1,856,253

 

$

1,805,510

 

$

50,743

 

2.8

%

Capacity purchase agreements revenue: aircraft lease

 

 

814,518

 

 

834,366

 

 

(19,848)

 

(2.4)

%

Prorate agreements revenue

 

 

498,749

 

 

438,421

 

 

60,328

 

13.8

%

 Flying agreements revenue

 

$

3,169,520

 

$

3,078,297

 

$

91,223

 

3.0

%

The increase in “Capacity purchase agreements revenue: flight operations” of $50.7 million was primarily due to incremental revenue generated from 39 new E175 aircraft and five new CRJ900 aircraft added to our fleet and economic improvements made to certain existing fixed-fee agreements that were renewed or extended since December 31, 2017, partially offset by the timing of the removal of 48 ERJ145, CRJ700 and CRJ900 aircraft from flying arrangements with a lower revenue per aircraft since December 31, 2017.  The decrease in “Capacity purchase agreement revenue: aircraft lease” of $19.8 million was primarily due to the timing and number of leased aircraft removed from fixed-fee contracts for the year ended December 31, 2017 compared to the year ended December 31, 2018.  The increase in prorate agreement revenue of $60.3 million was primarily due to the incremental revenue generated from seven CRJ200 aircraft added to our prorate agreements and new prorate agreements at improved economics since December 31, 2017.

The $7.9 million increase in airport customer service and other revenues was primarily related to a combination of an increase in volume of airport service agreements and contract rate increases on agreements that were renewed since December 31, 2017.

33


Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

 

2018

 

2017

 

$ Change

 

% Change

 

 

 

    

Amount

    

Amount

    

Amount

    

Percent

    

 

Salaries, wages and benefits

 

$

1,201,518

 

$

1,192,067

 

$

9,451

 

0.8

%  

 

Aircraft maintenance, materials and repairs

 

 

556,259

 

 

579,463

 

 

(23,204)

 

(4.0)

%  

 

Depreciation and amortization

 

 

334,589

 

 

292,768

 

 

41,821

 

14.3

%  

 

Aircraft rentals

 

 

154,945

 

 

215,807

 

 

(60,862)

 

(28.2)

%  

 

Aircraft fuel

 

 

117,657

 

 

85,136

 

 

32,521

 

38.2

%  

 

Airport-related expenses

 

 

109,605

 

 

118,374

 

 

(8,769)

 

(7.4)

%  

 

Other operating expenses

 

 

272,826

 

 

250,778

 

 

22,048

 

8.8

%  

 

    Total operating expenses

 

$

2,747,399

 

$

2,734,393

 

$

13,006

 

0.5

%  

 

Interest expense

 

 

120,409

 

 

104,925

 

 

15,484

 

14.8

%  

 

Total airline expenses

 

$

2,867,808

 

$

2,839,318

 

$

28,490

 

1.0

%  

 

Salaries, wages and benefits. The $9.5 million, or 0.8%

31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents factors that had a material effect on our results of operations during the years ended December 31, 2020, 2019 and 2018. Also discussed is our financial position as of December 31, 2020 and 2019. You should read this discussion in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this Report or incorporated herein by reference. This discussion and analysis contains forward-looking statements. Please refer to the sections of this Report entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Item 1A. Risk Factors” for discussion of some of the uncertainties, risks and assumptions associated with these statements.

This section of this Annual Report on Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Annual Report on Form 10-K can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Overview

We have the largest regional airline operation in the United States. As of December 31, 2020, we offered scheduled passenger and air freight service with approximately 1,770 total daily departures to destinations in the United States, Canada, Mexico and the Caribbean. The number of flights we operated during 2020 was negatively impacted by the COVID-19 pandemic. See Competition and Economic Conditions section for additional information regarding the COVID-19 impact on our operations on page 5. As of December 31, 2020, we had 601 total aircraft in our fleet, including 452 aircraft in scheduled service under our code-share agreements, summarized as follows:

    

CRJ200

    

CRJ700

    

CRJ900

    

E175

    

Total

 

Delta

 

26

6

39

71

142

United

 

104

19

90

213

American

 

65

65

Alaska

 

32

32

Aircraft in scheduled service

130

90

39

193

452

Leased to third parties

 

2

34

5

41

Other*

 

74

30

4

108

Total Fleet

 

206

154

48

193

601

*As of December 31, 2020, these aircraft have been removed from service and are in the process of being placed under a leasing arrangement with a third party, are aircraft transitioning between code-share agreements with our major airline partners and being used as supplemental spare aircraft, are available for future code-share agreements or are in the process of being parted out.

Our business model is based on providing scheduled regional airline service under code-share agreements (commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights) with our major airline partners. Our success is principally centered on our ability to meet the needs of our major airline partners through providing a reliable and safe operation at attractive economics. The COVID-19 pandemic had a significant impact to our operations including a reduction in the number of flights we were scheduled to operate during 2020 and changes we made to enhance the safety of our passengers and employees, including aircraft cleaning procedures and use of personal protective equipment.

During the 2020 calendar year, we made several changes to our fleet count under our flying agreements, including the addition of 37 new E175 aircraft, and the removal of four CRJ900 aircraft, four CRJ700 aircraft and 60 CRJ200 aircraft. Additionally, during the 2020 calendar year, we increased the number of CRJ700 aircraft we leased to third parties from 10 aircraft to 34 aircraft. Leases on two CRJ200 aircraft with third parties terminated during 2020.

32

We anticipate our fleet will continue to evolve, as we are scheduled to add 20 new E175 aircraft with American, 25 used CRJ700 aircraft with American and one new CRJ900 aircraft with Delta by the end of 2022. Timing of these anticipated deliveries may be subject to change as we are coordinating with our major airline partners in response to the COVID-19 pandemic’s impact on demand. Our primary objective in the fleet changes is to improve our profitability by adding new E175 aircraft to capacity purchase agreements, and potentially removing older aircraft from service that typically require more maintenance cost.

For the year ended December 31, 2020, approximately 47.1% of our aircraft in scheduled service were operated for United, approximately 31.4% were operated for Delta, approximately 14.4% were operated for American and approximately 7.1% were operated for Alaska.

Historically, multiple contractual relationships with major airlines have enabled us to reduce our reliance on any single major airline code and to enhance and stabilize operating results through a mix of capacity purchase arrangements and our prorate flying arrangements. For the year ended December 31, 2020, contract flying revenue and prorate revenue represented approximately 87.0% and 13.0%, respectively, of our total flying agreements revenue. On contract routes, the major airline partner controls scheduling, ticketing, pricing and seat inventories and we are compensated by the major airline partner at contracted rates based on completed block hours (measured from takeoff to landing, including taxi time), flight departures, the number of aircraft under contract and other operating measures. On prorate routes, we have more control over scheduling, pricing and seat inventories, we share passenger fares with our major airline partners according to prorate formulas and we are responsible for the operating costs of the prorate flights, including fuel and airport costs.

Our financial and operating results for the years ended December 31, 2018 and 2019 contained in this Report, include the financial results and position of ExpressJet through January 22, 2019 for those respective periods.

Financial Highlights

We had total operating revenues of $2.1 billion for the year ended December 31, 2020, a 28.4% decrease compared to total operating revenues of $3.0 billion for the year ended December 31, 2019. We had a net loss of $8.5 million, or $0.17 loss per share, for the year ended December 31, 2020, compared to net income of $340.1 million, or $6.62 per diluted share, for the year ended December 31, 2019. The significant items affecting our revenue and operating expenses during the year ended December 31, 2020 are outlined below:

Revenue

The number of aircraft we have in scheduled service and the number of block hours we generate on our flights are primary drivers to our flying agreements revenue under our capacity purchase arrangements. The number of flights we operate and the corresponding number of passengers we carry are the primary drivers to our revenue under our prorate flying agreements. As a result of lower passenger demand from the COVID-19 pandemic, the number of aircraft we operated decreased from 483 as of December 31, 2019 to 452 as of December 31, 2020; the number of block hours decreased from 1.5 million in 2019 to 1.0 in 2020, or by 33.5%; and the number of passengers we carried decreased from 43.7 million in 2019 to 21.3 in 2020, or by 51.3%.

As a result of reduced flight schedules and fewer aircraft operating under our capacity purchase agreements in 2020 compared to 2019, our capacity purchase revenue decreased $576.4 million, or 24.3% in 2020. Additionally, we deferred recognizing revenue on $110.7 million of fixed monthly payments received under our capacity purchase agreements during 2020 as a result of significant reductions to our flight schedules as further described in the section of this Report entitled “Results of Operations.” Also, as a result of a reduction in the number of aircraft operating under our prorate agreements and fewer passengers carried on our prorate routes, our prorate revenue decreased by $252.1 million, or 48.4% in 2020. The negative impact to our revenues due to the COVID-19 pandemic and its associated effects on the travel industry is anticipated to continue in 2021 and may continue into subsequent periods.

33

Operating Expenses

Our total operating expenses decreased $441.4 million, or 17.9% for the year ended December 31, 2020 compared to the year ended December 31, 2019. This decrease was primarily due to a significant reduction in the number of flights we operated as a result of the COVID-19 pandemic. Departures decreased from 842,098 in 2019 to 585,257 in 2020, or by 30.5%. Additionally, during 2020 we recorded $345.5 million in payroll support grants received from Treasury under the CARES Act as an offset to our operating expenses. Additional details regarding the decrease in our operating expenses are described in the section of this Report entitled “Results of Operations.”

Fleet Activity

The following table summarizes our fleet activity for 2020:

Aircraft in Service

December 31, 2019

Additions

Removals

December 31, 2020

E175s

156

37

193

CRJ900s

43

(4)

39

CRJ700s

94

3

(7)

90

CRJ200s

190

2

(62)

130

Total

483

42

(73)

452

During 2020, we took delivery of 37 new E175 aircraft and placed the aircraft into service under capacity purchase agreements. We removed four CRJ900 aircraft from service, four (net) CRJ700 aircraft from service and 60 (net) CRJ200 aircraft from service. We are evaluating alternative uses for the four CRJ900 aircraft removed from service and we anticipate placing the four (net) CRJ700 aircraft into service with American in 2021. We returned 19 CRJ200s to the lessor and we anticipate storing the remaining 41 CRJ200s removed from service. We own the 41 CRJ200 aircraft removed from service and the aircraft are fully depreciated with no outstanding financial obligations.

Results of Operations

2020 Compared to 2019

Operational Statistics. The following table sets forth our major operational statistics and the associated percentages of change for the periods identified below. The decrease in block hours, departures and passengers carried during the year ended December 31, 2020, compared to the year ended December 31, 2019, was due to the decrease in demand related to the COVID-19 pandemic.

For the year ended December 31,

 

Block hours by aircraft type:

    

2020

    

2019

    

% Change

 

E175s

435,557

529,008

(17.7)

%

CRJ900s

66,640

124,860

(46.6)

%

CRJ700s

200,860

298,599

(32.7)

%

CRJ200s

270,281

511,938

(47.2)

%

Total block hours

973,338

1,464,405

(33.5)

%

Departures

 

585,257

842,098

(30.5)

%

Passengers carried

 

21,255,931

43,660,766

(51.3)

%

Passenger load factor

 

56.4

%  

82.3

%  

(25.9)

pts

Average passenger trip length (miles)

 

500

500

NC

NC = No Change

34

Operating Revenues

The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):

For the year ended December 31,

 

    

2020

    

2019

    

$ Change

    

% Change

 

Flying agreements

 

$

2,060,801

 

$

2,889,265

 

$

(828,464)

 

(28.7)

%

Lease, airport services and other

 

66,305

 

82,698

 

(16,393)

 

(19.8)

%

Total operating revenues

 

$

2,127,106

 

$

2,971,963

 

$

(844,857)

 

(28.4)

%

Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners. Lease, airport services and other revenues consist of revenue earned from leasing aircraft and spare engines to third parties separate from our capacity purchase agreements and providing airport counter, gate and ramp services.

We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands):

For the year ended December 31,

    

2020

    

2019

    

$ Change

    

% Change

 

Capacity purchase agreements revenue: flight operations

$

945,008

$

1,538,062

$

(593,054)

(38.6)

%

Capacity purchase agreements revenue: aircraft lease and fixed revenue

 

846,933

 

830,247

 

16,686

2.0

%

Prorate agreements revenue

 

268,860

 

520,956

 

(252,096)

(48.4)

%

Flying agreements revenue

$

2,060,801

$

2,889,265

$

(828,464)

 

(28.7)

%

The decrease in “Capacity purchase agreements revenue: flight operations” of $593.1 million was due to a reduction in flights we were scheduled to operate by our major airline partners in 2020 as a result of decreased passenger demand in response to the COVID-19 pandemic. Our completed departures decreased 30.5% and completed block hours decreased 33.5% during 2020 compared to 2019.

The increase in “Capacity purchase agreements revenue: aircraft lease and fixed revenue” of $16.7 million was due to the incremental lease revenue generated from six new E175 aircraft that we acquired through debt added to capacity purchase agreements and increases to the fixed monthly rates made to certain existing capacity purchase agreements that were extended since December 31, 2019. For clarity, we added a total of 37 new E175 to our capacity purchase agreements during 2020, however our major airline partners acquired 31 of these E175s and we have no aircraft ownership lease revenue associated with these 31 E175s.

The increase in “Capacity purchase agreements revenue: aircraft lease and fixed revenue” in 2020 compared to 2019 was partially offset by deferred revenue we recorded in 2020 attributed to the fixed cash payments per aircraft we received under our capacity purchase agreements compared to 2019. Under our capacity purchase agreements, we are paid a fixed amount per month per aircraft over the contract term. We recognize the fixed amount per aircraft as revenue proportionately to the number of flights we complete, our performance obligation, for each reporting period. We operated a materially lower number of flights during 2020 from previous levels due to a reduction in flight schedules resulting from the COVID-19 pandemic. We also anticipate the future number of flights we will complete over the remaining capacity purchase agreements will significantly increase from 2020 levels. Due to the materially reduced flight activity during 2020 from historical levels and based on anticipated increases in future monthly flight volumes over the remaining contract terms, we determined the fixed monthly cash payments per aircraft we received during 2020 was disproportionately high relative to the number of flights we operated during 2020. Accordingly, we deferred recognizing revenue of $110.7 million of fixed monthly cash payments we received under our capacity purchase agreements during 2020. Our deferred revenue related to the fixed payments will adjust over the remaining contract term for each capacity purchase agreement based on the number of flights we complete each reporting period relative to the number of flights we anticipate completing over the remaining contract term of each capacity purchase agreement. The deferred revenue balance applicable to each contract will be recorded as revenue by the end of each respective contract term.

35

The decrease in prorate agreements revenue of $252.1 million was due to the impact of COVID-19 and the corresponding decrease in passengers and passenger revenue we received on routes we operated under our prorate agreements during 2020 compared to 2019.

The decrease in lease, airport services and other revenues of $16.4 million was primarily due to the decrease in the number of flights operated at locations where we were contracted to provide airport customer service during 2020 compared to 2019.

Operating Expenses

Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands).

For the year ended December 31,

2020

2019

$ Change

% Change

 

    

Amount

    

Amount

    

Amount

    

Percent

    

 

Salaries, wages and benefits

$

826,109

$

1,001,746

$

(175,637)

(17.5)

%  

Aircraft maintenance, materials and repairs

 

618,989

 

514,313

 

104,676

 

20.4

%  

Depreciation and amortization

 

474,959

 

368,098

 

106,861

 

29.0

%  

Airport-related expenses

 

93,886

 

118,837

 

(24,951)

 

(21.0)

%  

Aircraft rentals

 

65,316

 

71,998

 

(6,682)

 

(9.3)

%  

Aircraft fuel

 

61,739

 

119,115

 

(57,376)

 

(48.2)

%  

CARES Act payroll support grant

 

(345,491)

 

 

(345,491)

 

NM

Special items

21,869

(21,869)

(100.0)

%  

Other operating expenses

 

222,797

 

243,729

 

(20,932)

 

(8.6)

%  

Total operating expenses

$

2,018,304

$

2,459,705

$

(441,401)

 

(17.9)

%  

Interest expense

 

123,173

 

127,755

 

(4,582)

 

(3.6)

%  

Total airline expenses

$

2,141,477

$

2,587,460

$

(445,983)

 

(17.2)

%  

NM = Not Measurable

Salaries, wages and benefits. The $175.6 million, or 17.5%, decrease in salaries, wages and benefits was due to a reduction in direct labor costs that resulted from a significantly lower number of flights we operated during 2020 in response to the COVID-19 pandemic and reductions in overhead and other labor costs. In response to the COVID-19 pandemic, we initiated various cost saving measures, including a reduction in various administrative and support positions, temporarily placed a freeze on hiring new employees, temporarily suspended all non-scale pay increases and offered voluntary unpaid leave to our employees.

Aircraft maintenance, materials and repairs. The $104.7 million, or 20.4%, increase in aircraft maintenance expense was primarily due to an increase in direct maintenance costs incurred on a portion of SkyWest Airlines’ CRJ200 and CRJ700 fleet intended to extend the operational performance and reliability of these older aircraft, including increased engine maintenance expense during 2020 compared to 2019.

Depreciation and amortization.The $106.9 million, or 29.0%, increase in depreciation and amortization expense was primarily due to a shortened estimated useful life of our owned CRJ200 fleet that resulted in approximately $74.5 million of incremental depreciation expense during 2020. During 2020, we removed 55 CRJ200 aircraft from a capacity purchase agreement with Delta, of which we returned 19 leased aircraft to the lessor and we own 36 aircraft. We also removed seven CRJ200 aircraft that we own from a prorate agreement with American. Prior to the COVID-19 pandemic, we were anticipating the agreement terms for these aircraft would have been extended beyond 2020. As we were unable to extend the flying contracts on these CRJ200s with our major airline partners and given the age of these aircraft, we shortened the estimated useful life on these aircraft to coincide with the agreement termination dates. Our depreciation also increased due to the acquisition of six new E175 aircraft and spare engines since December 31, 2019.

36

Airport-related expenses.Airport-related expenses include airport-related customer service costs such as outsourced airport gate and ramp agent services, airport security fees, passenger interruption costs, deicing, landing fees and station rents. For clarity, our employee airport customer service labor costs are reflected in salaries, wages and benefits and customer service labor costs we outsource to third parties are included in airport-related expenses. The $25.0 million, or 21.0%, decrease in airport-related expenses was primarily due to a decrease in airport service activities as a result of COVID-19 related flight schedule reductions.

Aircraft rentals.The $6.7 million, or 9.3%, decrease in aircraft rentals was primarily related to a reduction of our fleet size that was financed through leases from third parties as a result of scheduled lease expirations subsequent to December 31, 2019.

Aircraft fuel.The $57.4 million, or 48.2%, decrease in fuel cost was primarily due to a decrease in the number of flights we operated under our prorate agreements and corresponding decrease in gallons of fuel we purchased and a decrease in our average fuel cost per gallon from $2.51 in 2019 to $1.89 in 2020. We purchase and incur expense for all fuel on flights operated under our prorate agreements. All fuel costs incurred under our capacity purchase contracts are either purchased directly by our major airline partner, or if purchased by us, we record the direct reimbursement as a reduction to our fuel expense. The following table summarizes the gallons of fuel we purchased under our prorate agreements, for the periods indicated:

For the year ended December 31,

(in thousands)

    

2020

    

2019

    

% Change

 

Fuel gallons purchased

32,590

47,535

(31.4)

%

Fuel expense

$

61,739

$

119,115

 

(48.2)

%

CARES Act payroll support grant.In April 2020, we entered into an agreement with Treasury and received $450.7 million in emergency relief through the CARES Act payroll support program through 2020, of which $345.5 million was in the form of payroll support grants that are being recognized as a reduction in labor expense over the periods the grants are intended to compensate. We recognized $345.5 million in payroll support grant proceeds we received as a reduction to our operating expenses in 2020. We did not have a comparable payroll support grant in 2019.

Special Items. The $21.9 million special items expense for 2019 related to a non-cash write-off of $18.5 million in aircraft manufacturer part credits that we forfeited to settle future lease return obligations with the aircraft manufacturer. The $18.5 million of expense was included in the SkyWest Airlines segment. The special items expense also included $3.4 million of expense associated with a cash payout of certain ExpressJet employees’ stock equity grants as part of the sale of ExpressJet, which was reflected in the ExpressJet segment. We did not incur comparable special items expense in 2020.

Other operating expenses.Other operating expenses primarily consist of property taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel costs and credit loss reserves. The $20.9 million, or 8.6%, decrease in other operating expenses was primarily related to a reduction in other operating costs that correspond to the significantly lower number of flights we operated during 2020 compared to 2019, such as crew per diem, crew hotel costs and simulator costs. These reductions were partially offset by an increase to our credit loss reserves of $30.8 million we recorded in 2020 following our adoption of the Financial Accounting Standards Board (“FASB”) “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” (“Topic 326”) on January 1, 2020. The increase to our credit loss reserves in 2020 was primarily due to a reserve we recorded on a note receivable that originated from our sale of ExpressJet in 2019 that became uncertain during 2020 due to ExpressJet ceasing operations in 2020. Our credit loss reserves also increased due to reductions in credit ratings during 2020 on certain entities for which we have outstanding accounts receivable or notes receivable.

Interest Expense.The $4.6 million, or 3.6%, decrease in interest expense related to an overall lower effective interest rate on our outstanding debt from 2019 to 2020. Our average debt balance, for the 2019 calendar year and the 2020 calendar year was $3.1 billion for both periods (using the average of the beginning and ending balances of each year).

37

Total airline expenses. Our total airline expenses, comprising of our total operating expenses and interest expense, decreased $446.0 million, or 17.2%, due to reduction in direct operating costs attributed to the reduced number of completed flights in 2020 compared to 2019 and due to the CARES Act payroll grant benefit we recorded in 2020. As our interest expense is primarily attributed to debt associated with financing aircraft under our capacity purchase agreements and as revenue earned under our capacity purchase agreements is intended to compensate us for our aircraft ownership costs, including interest expense, we believe our total airline expense is meaningful expense measure for management discussion and analysis purposes.

Summary of interest income, other income (expense) and provision for income taxes:

Interest income. Interest income decreased $8.3 million, or 58.4%, during 2020, compared to 2019. The decrease in interest income was primarily related to a decrease in average interest rates attributed to our marketable securities from 2019 to 2020.

Other income (expense), net. During 2020, we had other income, net of $1.2 million primarily related to income earned from our investment in a joint venture with a third party. During 2019, we had other income, net of $47.7 million primarily related to the gain on sale of ExpressJet.

Summary of provision for income taxes:

Provision for income taxes. For the years ended December 31, 2020 and December 31, 2019, our income tax provision rates were 16.2% and 23.8%, respectively, which include the statutory federal income tax rate of 21% and other reconciling income tax items, including state income taxes and the impact of non-deductible expenses. For the year ended December 31, 2020, the lower effective tax rate was primarily due to pre-tax loss of $7.3 million and non-deductible expenses which resulted in a $1.2 million provision for income taxes. Our income tax provision rate may fluctuate each reporting period based on various factors including but not limited to, the amount of our non-deductible operating expenses, such as a portion of or crew per diem expenses, relative to our income before income taxes.

Net Income. Primarily due to the factors described above, we generated net loss of $8.5 million, or $0.17 loss per share, for the year ended December 31, 2020, compared to a net income of $340.1 million, or $6.62 per diluted share, for the year ended December 31, 2019.

Our Business Segments 2020 compared to 2019:

Prior to our sale of ExpressJet on January 22, 2019, our reporting segments consisted of the operations of SkyWest Airlines and ExpressJet, and the activities of SkyWest Leasing. We concluded the sale of ExpressJet did not meet the criteria for a discontinued operation. Following the sale of ExpressJet, our reporting segments include SkyWest Airlines and SkyWest Leasing.

Our chief operating decision maker analyzes the profitability of operating aircraft under our code-share agreements separately from the profitability of our financing new aircraft acquired through debt and cash placed under our capacity purchase agreements, currently consisting of our E175 fleet, and our return on such aircraft financing. More specifically, the SkyWest Leasing segment includes an allocation of revenue from our capacity purchase agreements attributed to our financing of new aircraft through debt and cash covered under such agreements (aircraft lease revenue), and the respective depreciation and interest expense of such financed aircraft. The SkyWest Leasing segment also includes the activity of acquiring and leasing used regional jet aircraft and regional aircraft engines to other entities. The SkyWest Leasing segment’s total assets and capital expenditures include new E175 aircraft acquired through the issuance of debt and our aircraft and engines leased to other entities.

The SkyWest Airlines segment includes all other revenue and operating expenses attributed to operating aircraft under our capacity purchase agreements and all revenue and operating expenses attributed to our prorate agreements and airport service agreements.

Corporate overhead expenses, primarily consisting of administrative labor costs, were allocated to the operating expenses of SkyWest Airlines, ExpressJet (prior to our sale of ExpressJet) and SkyWest Leasing. Overhead expenses allocated to SkyWest Leasing reflect our estimated labor expense incurred to support SkyWest Leasing activities.

38

The following table sets forth our segment data for the years ended December 31, 2020 and 2019 (in thousands):

For the year ended December 31,

(dollar amounts in thousands)

    

2020

    

2019

    

$ Change

    

% Change

 

Amount

Amount

Amount

Percent

 

Operating Revenues:

SkyWest Airlines operating revenue

$

1,636,762

$

2,478,681

$

(841,919)

 

(34.0)

%

ExpressJet operating revenues

 

 

24,050

 

(24,050)

 

(100.0)

%

SkyWest Leasing operating revenues

 

490,344

 

469,232

 

21,112

 

4.5

%

Total Operating Revenues

$

2,127,106

$

2,971,963

$

(844,857)

 

(28.4)

%

Airline Expenses:

SkyWest Airlines airline expense

$

1,729,189

$

2,228,157

$

(498,968)

 

(22.4)

%

ExpressJet airline expense

 

 

28,690

 

(28,690)

 

(100.0)

%

SkyWest Leasing segment expense

 

412,288

 

330,613

 

81,675

 

24.7

%

Total Airline Expense(1)

$

2,141,477

$

2,587,460

$

(445,983)

 

(17.2)

%

Segment profit (loss):

SkyWest Airlines segment profit (loss)

$

(92,427)

$

250,524

$

(342,951)

 

(136.9)

%

ExpressJet segment loss

 

 

(4,640)

 

4,640

 

(100.0)

%

SkyWest Leasing segment profit

 

78,056

 

138,619

 

(60,563)

 

(43.7)

%

Total Segment Profit (loss)

$

(14,371)

$

384,503

$

(398,874)

 

(103.7)

%

Interest Income

 

5,879

 

14,131

 

(8,252)

 

(58.4)

%

Other Income, net

 

1,165

 

47,671

 

(46,506)

 

(97.6)

%

Consolidated Income (Loss) Before Taxes

$

(7,327)

$

446,305

$

(453,632)

 

(101.6)

%

(1)Total Airline Expense includes operating expense and interest expense

SkyWest Airlines Segment Profit. SkyWest Airlines segment profit decreased $343.0 million, or 136.9%, during 2020, compared to 2019.

SkyWest Airlines block hour production decreased to 973,338, or 33.5%, for 2020 from 1,464,405 for 2019, primarily due to reduced flight schedules in response to the COVID-19 pandemic. Significant items contributing to the SkyWest Airlines segment profit are set forth below.

SkyWest Airlines operating revenues decreased $841.9 million, or 34.0%, from 2019 to 2020 due to reduced flight schedules under our capacity purchase agreements, lower passenger demand and under our prorate agreements, and fewer flights we handled under our airport service agreements, collectively as a result of the COVID-19 pandemic. SkyWest Airlines capacity purchase agreement revenue decreased $570.1 million from 2019 to 2020 due to the reduction in flight scheduled and block hours, which included deferred revenue of $110.7 million of payments received under our capacity purchase agreements during 2020. SkyWest Airlines prorate and other revenue decreased $271.8 million from 2019 to 2020 due to decreased passenger demand and reduced flight schedules.

SkyWest Airlines airline expense decreased $499.0 million, or 22.4%, from 2019 to 2020 due to the following primary factors:

SkyWest Airlines’ salaries, wages and benefits during the year ended December 31, 2018, compared to the year ended December 31, 2017,  wasexpense decreased by $161.8 million, or 16.4%, primarily due to higher flight crew compensation costs resulting from labor agreements executed during the second half of 2018, which was partially offset by a decreasereduction in direct labor costs resultingthat resulted from a reductionsignificantly lower number of flights we operated during 2020 as a result the COVID-19 pandemic and reductions in departuresoverhead and block hours.other labor costs.

Aircraft
SkyWest Airlines’ aircraft maintenance, materials and repairs. The $23.2repairs expense increased by $107.7 million, or 4.0%21.6%, decreaseprimarily due to an increase in direct maintenance costs incurred on a portion of SkyWest Airlines’ CRJ200 and CRJ700 fleet intended to extend the operational performance and reliability of these older aircraft, including increased engine maintenance expense during the year ended December 31, 2018,2020 compared to the year ended December 31, 2017,  was2019.

39

SkyWest Airlines’ depreciation and amortization expense increased by $53.0 million, or 31.5%, primarily due to a shortened estimated useful life of our owned CRJ200 fleet that resulted in incremental depreciation expense during 2020.

SkyWest Airlines’ fuel expense decreased $57.4 million, or 48.2%, due to a decrease in scheduled maintenance eventsthe number of flights we operated under our prorate agreements and the replacement and repair of aircraft parts and components partially offset by an increase in the percentage of our fleet that is under long-term Power-by-the-Hour maintenance agreements, including the additional 39 E175 aircraft added since December 31, 2017.  

Depreciation and amortization.  The $41.8 million, or 14.3%, increase in depreciation and amortization expense during the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily due to the purchase of 39 additional E175 aircraft and related long-lived aircraft parts in 2018.  

Aircraft rentals.  The $60.9 million, or 28.2%,a corresponding decrease in aircraft rentals during the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily due togallons of fuel we purchased and a decrease in leased aircraft from 319 leased aircraft for the year ended December 31, 2017, to 260 leased aircraft for the year ended December 31, 2018.

Aircraft fuel.  The $32.5 million, or 38.2%, increase in fuel cost during the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily due to an increase in our average fuel cost per gallon from $2.06 for$2.51 in 2019 to $1.89 in 2020.

SkyWest Airlines’ recognized $345.5 million in payroll support grant proceeds we received through the year ended December 31, 2017 to $2.60 for the year ended December 31, 2018, along with an increase in the number of prorate flights we operated and the corresponding additional gallons of fuel we purchased. We purchase and incur expense for all fuel on flights operated under our prorate agreements. All fuel costs incurred under our fixed-fee contracts are either purchased directly by our major airline partner, or if purchased by us, we record the direct reimbursementCARES Act payroll support program as a reduction to our fuel expense. The following table summarizesoperating expenses in 2020. SkyWest Airlines did not have a comparable grant in 2019.

SkyWest Airlines’ included special items related to a non-cash write-off of $18.5 million in aircraft manufacturer part credits that we forfeited to settle future lease return obligations with the gallons of fuel we purchased under our prorate agreements, for the periods indicated:aircraft manufacturer during 2019. SkyWest Airlines did not have a comparable special items expense in 2020.

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

(in thousands)

    

2018

    

2017

    

% Change

 

Fuel gallons purchased

 

 

45,299

 

 

41,234

 

9.9

%

Fuel expense

 

$

117,657

 

$

85,136

 

38.2

%

Airport-related expenses.Airport-related
SkyWest Airlines’ remaining airline expenses include airport-related customer service costs such as outsourced airport gate and ramp agent services, airport security fees, passenger interruption costs, deicing, landing fees and station rents (our employee customer service labor costs are reflected in salaries, wages and benefits). The $8.8decreased $76.4 million, or 7.4%17.4%, decrease in airport-related expenses during the year ended December 31, 2018, compared to the year

34


ended December 31, 2017, was primarily due to a decrease in airport terminal rents during the year ended December 31, 2018.

Other operating expenses.Other operating expenses primarily consist of property taxes, hull and liability insurance, simulator costs, crew per diem, and crew hotel costs.  The $22.0 million, or 8.8%, increase in other operating expenses was primarily related to increased pilot recruitment cost, crew training costs, including the cost of hotel rooms, and property tax on additional aircraft added since December 31, 2017.

Interest Expense.  The $15.5 million, or 14.8%, increase in interest expense during the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily due to the purchase of 39 additional E175 aircraft in 2018 financed through debt.

Total airline expenses.    Total airline expenses (consisting of total operating and interest expenses) increased $28.5 million, or 1.0%, during the year ended December 31, 2018, compared to the year ended December 31, 2017 primarily related to an increase in our average fuel cost per gallon incurred under our prorate agreements, an increase in flight crew compensation costs and other operating expenses, partially offset by a reduction in departures and block hour production of 4.5% during the year ended December 31, 2018 compared to the year ended December 31, 2017.

Summary of interest income, other income (expense) and provision for income taxes:

Interest income.  Interest income increased $4.3 million, or 95.7%, during the year ended December 31, 2018, compared to the year ended December 31, 2017. The increase in interest income was primarily related to an increase in interest rates subsequent to December 31, 2017.

Other Income, net.    During the year ended December 31, 2018, we had other income of $3.6 million primarily related to a mark-to-market gain on trading securities and a gain on rotable spare parts sold during the year ended December 31, 2018.

Summary of provision for income taxes:

Provision for income taxes.    For the year ended December 31, 2018, we recorded an income tax provision of 23%, which includes the statutory federal income tax rate of 21% and other reconciling income tax items, including state income taxes.  We recorded a $246.8 million benefit in 2017 related to the revaluation of its net federal, state and other deferred tax liabilities based on the tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).  We also recorded a $4.5 million and $5.4 million benefit in 2018 and 2017, respectively, relating to ASU 2016-09 which requires excess tax benefits and deficiencies to be recognized in the income tax provision during the period stock options are vested/exercised.

Net Income.  Primarily due to the factors described above, we generated net income of $280.4 million, or $5.30 per diluted share, for the year ended December 31, 2018, compared to a net income of $428.9 million, or $8.08 per diluted share, for the year ended December 31, 2017.

35


2017 Compared to 2016

Operational Statistics. The following table sets forth our major operational statistics and the associated percentages of change for the periods identified below. The decrease in block hours, departures and passengers carried during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to a net reduction in our operating fleet from 652 aircraft to 595 aircraft between December 31, 2016 and December 31, 2017.

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2017

    

2016

    

% Change

 

Block hours

 

1,839,779

 

1,938,492

 

(5.1)

%

Departures

 

1,087,052

 

1,153,480

 

(5.8)

%

Passengers carried

 

51,483,552

 

53,539,438

 

(3.8)

%

Passenger load factor

 

80.4

%  

82.1

%  

    (1.7)

pts

Average passenger trip length (miles)

 

512

 

523

 

(2.1)

%

Operating Revenues

The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2017

    

2016

    

$ Change

    

% Change

 

Flying agreements

 

$

3,078,297

 

$

3,010,738

 

$

67,559

 

2.2

%

Airport customer service and other

 

 

44,295

 

 

52,964

 

 

(8,669)

 

(16.4)

%

Total operating revenues

 

$

3,122,592

 

$

3,063,702

 

$

58,890

 

1.9

%

Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners.  Airport customer service and other revenues primarily consist of revenue earned from providing airport counter, gate and ramp services.  Changes in our flying agreements revenue are summarized below (dollar amounts in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2017

    

2016

    

$ Change

    

% Change

 

Capacity purchase agreements revenue: flight operations

 

$

1,805,510

 

$

1,792,868

 

$

12,642

 

0.7

%

Capacity purchase agreements revenue: aircraft lease

 

 

834,366

 

 

763,406

 

 

70,960

 

9.3

%

Prorate agreements revenue

 

 

438,421

 

 

454,464

 

 

(16,043)

 

(3.5)

%

 Flying agreements revenue

 

$

3,078,297

 

$

3,010,738

 

$

67,559

 

2.2

%

The increase in “Capacity purchase agreements revenue: flight operations” of $12.6 million was primarily due to 21 E175 aircraft added to our fleet and improved economics on flying contract renewals, partially offset by a reduction in revenue from aircraft removed from unprofitable or less profitable flying contracts since 2016.  The increase in “Capacity purchase agreement revenue: aircraft lease” of $70.1 million was primarily due to higher aircraft ownership costs.  The decrease in prorate agreements revenue of $16.0 million was primarily due to a  change in markets from prorate agreements to capacity purchase agreements with higher revenue yields during the year ended December 31, 2017.  

The $8.7 million decrease in airport customer service and other revenues was primarily related to a decrease in the volume of airport service agreements since December 31, 2016.  

36


Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

 

Amount

 

Amount

 

Amount

 

Percent

    

 

Salaries, wages and benefits

 

$

1,192,067

 

$

1,205,459

 

$

(13,392)

 

(1.1)

%  

 

Aircraft maintenance, materials and repairs

 

 

579,463

 

 

569,306

 

 

10,157

 

1.8

%  

 

Depreciation and amortization

 

 

292,768

 

 

284,969

 

 

7,799

 

2.7

%  

 

Aircraft rentals

 

 

215,807

 

 

262,602

 

 

(46,795)

 

(17.8)

%  

 

Aircraft fuel

    

 

85,136

    

 

70,701

    

 

14,435

    

20.4

%  

 

Airport-related expenses

 

 

118,374

 

 

122,141

 

 

(3,767)

 

(3.1)

%  

 

Special items

 

 

 —

 

 

465,649

 

 

(465,649)

 

(100.0)

%  

 

Other operating expenses

 

 

250,778

 

 

255,559

 

 

(4,781)

 

(1.9)

%  

 

    Total operating expenses

 

 

2,734,393

 

 

3,236,386

 

 

(501,993)

 

(15.5)

%  

 

Interest expense

 

 

104,925

 

 

78,177

 

 

26,748

 

34.2

%  

 

Total airline expenses

 

$

2,839,318

 

$

3,314,563

 

$

(475,245)

 

(14.3)

%  

 

Salaries, wages and benefits. The $13.4 million, or 1.1%, decrease in salaries, wages and benefits during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to a decrease in direct labor costs resulting from a net reduction in our fleet size and related level of departures and block hours, which was partially offset by higher crew compensation costs resulting from labor agreements executed since 2016.

Aircraft maintenance, materials and repairs.    The $10.2 million, or 1.8%, increase in aircraft maintenance expense during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to an increase in the number of scheduled maintenance events and an increase in the percentage of our fleet that is under long-term Power-by-the-Hour maintenance agreements, including the additional 21 E175 aircraft added since December 31, 2016, which was partially offset by a decrease in other direct maintenance costs resulting from a reduced fleet size and departures since 2016.

Depreciation and amortization.  The $7.8 million, or 2.7%, increase in depreciation and amortization expense during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to the purchase of 21 additional E175 aircraft and related long-lived aircraft parts in 2017. Additionally, we acquired 19 E175 aircraft in the fourth quarter of 2016 that only had a partial year of depreciation in 2016.

Aircraft rentals.  The $46.8 million, or 17.8%, decrease in aircraft rentals during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to a decrease in leased aircraft from 415 leased aircraft for the year ended to December 31, 2016, to 319 leased aircraft for the year ended December 31, 2017.

Aircraft fuel.  The $14.4 million, or 20.4%, increase in fuel cost during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to an increase in our average fuel cost per gallon from $1.72 for the year ended December 31, 2016 to $2.06 for the year ended December 31, 2017. The following table summarizes the gallons of fuel we purchased under our prorate agreements, for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

(in thousands, except per gallon amounts)

    

2017

    

2016

    

% Change

 

Fuel gallons purchased

 

 

41,234

 

 

41,074

 

0.4

%

Fuel expense

 

$

85,136

 

$

70,701

 

20.4

%

Airport-related expenses.    The $3.8 million, or 3.1%, decrease in airport-related expenses during the year ended December 31, 2017, compared to the year ended December 31, 2016, was primarily due to a reduction in passenger interruption related costs during the year ended December 31, 2017.

37


Special items.    Special items for the year ended December 31, 2016 included impairment charges and inventory valuation charges related to our 50-seat aircraft and related assets. We did not have comparable special items in 2017.

 Other operating expenses.    The $4.8 million, or 1.9%, decrease in other operating expenses was primarily related to the decrease in our fleet size and in other operating costs that resulted fromcorrespond to the reduction in block hour productionsignificantly lower number of 5.1%, partially offset by additional training costs associated with E175 aircraft deliveries, including the use of simulators and hotels.

Interest Expense.  The $26.7 million, or 34.2%, increase in interest expenseflights we operated during the year ended December 31, 2017,2020 compared to the year ended December 31, 2016, was primarily due to the purchase of 21 additional E175 aircraft in 2017 financed through debt2019, such as crew per diem, crew hotel costs and an annualized impact of 41 E175 aircraft added throughout 2016 financed through debt.

Total airline expenses.  Total airline expenses (consisting of total operating and interest expenses) decreased $475.3 million, or 14.3%, during the year ended December 31, 2017, compared to the year ended December 31, 2016 primarily due to the special items of $465.6 million relating to the 50-seat aircraft for the year ended December 31, 2016, and the reduction in fleet size and related block hour production of 5.1% during the year ended December 31, 2017, compared to the year ended December 31, 2016.

Summary of provision for income taxes:

Provision for income taxes.    On December 22, 2017, the Tax Act was signed into law, which reduced the statutory federal income tax rate from 35% to 21% effective January 1, 2018. We recorded a $246.8 million benefit during 2017 related to the revaluation of our net federal, state and other deferred tax liabilities based on our reasonable estimate of the effects of the Tax Act. We also recorded a $5.4 million benefit in 2017 relating excess tax benefits resulting from vesting employee equity awards and stock options exercised during 2017. 

Net Income (loss).  Primarily due to the factors described above, we generated net income of $428.9 million, or $8.08 per diluted share, for the year ended December 31, 2017, compared to a net loss of $(161.6) million, or $(3.14) per diluted share, for the year ended December 31, 2016.

Our Business Segments 2018 compared to 2017:

For the year ended December 31, 2018, we had three reportable segments which were the basis of our internal financial reporting. Our segment disclosure relates to components of our business for which separate financial information was available to, and regularly evaluated by our chief operating decision maker. For the years ended December 31, 2018 and 2017, our operating segments were SkyWest Airlines, ExpressJet and SkyWest Leasing. Corporate overhead expense was allocated to the operating expenses of SkyWest Airlines and ExpressJet.

The following table sets forth our segment data for the years ended December 31, 2018 and 2017 (in thousands):

38


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

 

(dollar amounts in thousands)

 

 

    

2018

    

2017

    

$ Change

    

% Change

 

 

 

Amount

 

Amount

 

Amount

 

Percent

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest Airlines operating revenue

 

$

2,346,251

 

$

2,092,368

 

$

253,883

 

12.1

%

ExpressJet operating revenues

 

 

564,202

 

 

790,282

 

 

(226,080)

 

(28.6)

%

SkyWest Leasing operating revenues

 

 

311,226

 

 

239,942

 

 

71,284

 

29.7

%

Total Operating Revenues

 

$

3,221,679

 

$

3,122,592

 

$

99,087

 

3.2

%

Airline Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest Airlines airline expense

 

$

2,039,581

 

$

1,829,084

 

$

210,497

 

11.5

%

ExpressJet airline expense

 

 

579,948

 

 

822,810

 

 

(242,862)

 

(29.5)

%

SkyWest Leasing segment expense

 

 

248,279

 

 

187,424

 

 

60,855

 

32.5

%

Total Airline Expense(1)

 

$

2,867,808

 

$

2,839,318

 

$

28,490

 

1.0

%

Segment profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest Airlines segment profit

 

$

306,670

 

$

263,284

 

$

43,386

 

16.5

%

ExpressJet segment loss

 

 

(15,746)

 

 

(32,528)

 

 

16,782

 

(51.6)

%

SkyWest Leasing segment profit

 

 

62,947

 

 

52,518

 

 

10,429

 

19.9

%

Total Segment Profit (loss)

 

$

353,871

 

$

283,274

 

$

70,597

 

24.9

%

Interest Income

 

 

8,823

 

 

4,509

 

 

4,314

 

95.7

%

Other Income (Expense), net

 

 

3,620

 

 

400

 

 

3,220

 

805.0

%

Consolidated Income (loss) Before Taxes

 

$

366,314

 

$

288,183

 

$

78,131

 

27.1

%


(1)

Total Airline Expense includes operating expense and interest expense

SkyWest Airlines Segment Profit.  SkyWest Airlines segment profit increased $43.4 million, or 16.5%, during the year ended December 31, 2018, compared to the year ended December 31, 2017. SkyWest Airlines 2018 segment profit was partially impacted by additional profitability from adding 39 E175 aircraft during 2018.  

SkyWest Airlines block hour production increased to 1,380,420, or 11.5%, for 2018 from 1,237,547 for 2017, primarily due to the additional block hour production from the new E175 aircraft added subsequent to December 31, 2017. Significant items contributing to the SkyWest Airlines segment profit are set forth below.

The $253.9 million, or 12.1%, increase to SkyWest Airlines operating revenue during 2018, compared to 2017, was primarily due to 39 E175 aircraft placed into service in 2018 and additional aircraft operating under prorate agreements since 2017.

The $210.5 million, or 11.5%, increase in the SkyWest Airlines airline expense during 2018, compared to 2017, was primarily due to the following factors:

·

SkyWest Airlines’ salaries, wages and benefits expense increased by $111.4 million, or 14.7%, primarily due to the additional block hour production along with higher crew compensation costs resulting from labor agreements executed since 2017.

·

SkyWest Airlines’ aircraft maintenance, materials and repairs expense increased by $30.5 million, or 8.0%, primarily attributable to the additional aircraft engines being placed under Power-by-the-Hour engine maintenance contracts and direct maintenance costs related to the increased volume of block hours, partially offset by a decrease in non-engine scheduled maintenance events and a decrease in the replacement of aircraft parts.

·

SkyWest Airlines fuel expense increased $33.4 million, or 39.7%.  The increase in fuel cost was primarily due to an increase in the volume of gallons purchased, and an increase in the average fuel cost per gallon in 2017 of $2.60, compared to 2017 of $2.06.

39


·

SkyWest Airlines other operating expense increased $46.5 million, or 27.5%. The increase in other operating expense was primarily related to an increase in pilot recruitment costs, crew training costs including the cost of hotel rooms and crew per diems, and property tax on additional aircraft added since December 31, 2017.

ExpressJet Segment Loss.  ExpressJet segment loss decreased $16.8 million, or 51.6%, during the year ended December 31, 2018, compared to the year ended December 31, 2017.  

ExpressJet’s block hour production decreased to 376,627, or 37.5%, for the year ended December 31, 2018 from 602,232 for the year ended December 31, 2017, primarily due to the reduction in CRJ700, CRJ900 and ERJ145 aircraft from ExpressJet’s operations as aircraft were removed from service under its fixed-fee agreements with Delta and American.  Significant items contributing to the ExpressJet segment loss are set forth below:

The $226.1 million, or 28.6%, decrease in ExpressJet Operating Revenues during 2018, compared to 2017, was primarily due to a 37.5% reduction in block hour production due to a reduced fleet size since 2017.

The $242.9 million, or 29.5%, decrease in ExpressJet Airline Expense during 2018, compared to 2017, was primarily due to the following factors:

·

ExpressJet’s salaries, wages and benefits decreased $100.3 million, or 23.7%.  The decrease was primarily due to a decrease in scheduled production subsequent to 2017 that resulted from the decreased number of ERJ145, CRJ700 and CRJ900 aircraft in operation.

·

ExpressJet’s aircraft maintenance, materials and repairs expense decreased $56.6 million, or 28.4%.  The decrease was primarily due to the reduced fleet size and related production subsequent to 2017.

·

ExpressJet’s aircraft rental expenses decreased $26.7 million, or 77.6%, primarily due to the termination of aircraft leases on CRJ700 and CRJ900 aircraft since 2017.

·

ExpressJet’s depreciation expense decreased $14.7 million, or 28.3%, primarily due to a reduction in owned 50-seat aircraft and related long-lived assets since December 31, 2017.

·

ExpressJet’s other airline expenses decreased $24.4 million, or 29.9%, primarily due to a decrease in scheduled production subsequent to 2017.

SkyWest Leasing Segment Profit.  SkyWest Leasing profit increased $10.4 million during the year ended December 31, 2018, compared to the year ended December 31, 2017, primarily due to the additional E175 aircraft revenue attributed to the ownership costs of the E175 aircraft earned under the applicable fixed-fee contract and profitability offset by the E175 aircraft depreciation and interest expense.

Our Business Segments 2017 compared to 2016:

For the year ended December 31, 2017, we had three reportable segments which were the basis of our internal financial reporting. Our segment disclosure relates to components of our business for which separate financial information was available to, and regularly evaluated by our chief operating decision maker. For the years ended

40


December 31, 2017 and 2016, our operating segments were SkyWest Airlines, ExpressJet and SkyWest Leasing. Corporate overhead expense is allocated to the operating expenses of SkyWest Airlines and ExpressJet.

The following table sets forth our segment data for the years ended December 31, 2017 and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

$ Change

    

% Change

 

 

 

Amount

 

Amount

 

Amount

 

Percent

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest Airlines operating revenue

 

$

2,092,368

 

$

1,878,725

 

$

213,643

 

11.4

%

ExpressJet operating revenues

 

 

790,282

 

 

1,043,977

 

 

(253,695)

 

(24.3)

%

SkyWest Leasing operating revenues

 

 

239,942

 

 

141,000

 

 

98,942

 

70.2

%

Total Operating Revenues

 

$

3,122,592

 

$

3,063,702

 

$

58,890

 

1.9

%

Airline Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest airlines expense

 

$

1,829,084

 

$

1,855,731

 

$

(26,647)

 

(1.4)

%

ExpressJet airlines expense

 

 

822,810

 

 

1,345,491

 

 

(522,681)

 

(38.8)

%

SkyWest Leasing airline expense

 

 

187,424

 

 

113,341

 

 

74,083

 

65.4

%

Total Airline Expense(1)

 

 

2,839,318

 

$

3,314,563

 

$

(475,245)

 

(14.3)

%

Segment profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

SkyWest Airlines segment profit

 

$

263,284

 

$

22,994

 

$

240,290

 

1,045.0

%

ExpressJet segment loss

 

 

(32,528)

 

 

(301,514)

 

 

268,986

 

(89.2)

%

SkyWest Leasing profit (Loss)

 

 

52,518

 

 

27,659

 

 

24,859

 

89.9

%

Total Segment Profit

 

$

283,274

 

$

(250,861)

 

$

534,135

 

(212.9)

%

Interest Income

 

 

4,509

 

 

2,413

 

 

2,096

 

86.9

%

Other

 

 

400

 

 

(94)

 

 

494

 

(525.5)

%

Consolidated Income Before Taxes

 

$

288,183

 

$

(248,542)

 

$

536,725

 

(215.9)

%


(1)

Total Airline Expense includes operating expense and interest expense

SkyWest Airlines Segment Profit.  SkyWest Airlines segment profit increased $240.3 million, or 1,045.0%, during the year ended December 31, 2017, compared to the year ended December 31, 2016. The SkyWest Airlines 2016 segment included $184.3 million of special item expenses associated with the impairment charge of CRJ200 aircraft and related assets. SkyWest Airlines segment profit was also partially impacted by additional profitability from adding 21 E175 aircraft during 2017 and 19 E175 aircraft during the fourth quarter of 2016, which only contributed for a partial year to the 2016 results. SkyWest Airlines also had various flying contract extensions at favorable economics in 2017 compared to 2016.

SkyWest Airlines block hour production increased to 1,237,547, or 12.0%, for 2017 from 1,105,031 for 2016 primarily due to the additional block hour production from the new E175 aircraft added subsequent to December 31, 2016. Significant items contributing to the SkyWest Airlines segment profit are set forth below.

The $213.6 million, or 11.4%, increase to SkyWest Airlines operating revenue during 2017, compared to 2016, was primarily due to 21 E175 aircraft placed into service in 2017 and 19 E175 aircraft added during the fourth quarter of 2016, which only had a partial year impact in 2016 results.

The $26.6 million, or 1.4%, decrease in the SkyWest Airlines airline expense during 2017, compared to 2016, was primarily due to the following factors:

·

SkyWest Airlines’ salaries, wages and benefits expense increased by $80.6 million, or 11.9%, primarily due to the additional block hour production along with higher crew compensation costs resulting from labor agreements executed since 2016.

·

SkyWest Airlines’ aircraft maintenance, materials and repairs expense increased by $67.8 million, or 21.7%, primarily attributable to the additional aircraft engines being placed under Power-by-the-Hour

41


engine maintenance contracts, and an increase in the number of engine events and direct maintenance costs related to the increased volume of block hours.

·

SkyWest Airlines aircraft rentals expense decreased $19.2 million, or 9.6%, primarily due to an expiration of 15 aircraft leases subsequent to 2016.

·

SkyWest Airlines fuel expense increased $15.1 million, or 21.9%.  The increase in fuel cost was primarily due to an increase in the average fuel cost per gallon in 2017 of $2.06, compared to 2016 of $1.72.

·

SkyWest Airlines other operating expense increased $21.4 million, or 14.5%. The increase in other operating expense was primarily related to the increased volume of block hours.

·

SkyWest Airlines airline expense in 2016 included special items of $184.3 million for impairment charges on its CRJ200 aircraft and write down of certain related assets. SkyWest Airlines did not have any similar special item charges in 2017.

ExpressJet Segment Loss.  ExpressJet segment loss decreased $269.0 million, or 89.2%, during the year ended December 31, 2017, compared to the year ended December 31, 2016. The ExpressJet 2016 segment included $281.4 million of special item expenses associated with the CRJ200 and ERJ145 aircraft and write‑down of certain assets.

ExpressJet’s block hour production decreased to 602,232, or 27.7%, for the year ended December 31, 2016 from 833,461 for the year ended December 31, 2016, primarily due to the removal of CRJ200, CRJ900 and ERJ145 aircraft from operations.  Significant items contributing to the ExpressJet segment loss are set forth below:

The $253.7 million decrease in ExpressJet Operating Revenues during 2017, compared to 2016, was primarily due to a 24.3% reduction in block hour production due to a reduced fleet size since 2016.

The $522.7 million decrease in ExpressJet Airline Expense during 2017, compared to 2016, was primarily due to the following factors:

·

ExpressJet’s salaries, wages and benefits decreased $94.5 million, or 18.0%.  The decrease was primarily due to a decrease in scheduled production subsequent to 2016 that resulted from the decreased number of ERJ145, CRJ200 and CRJ900 aircraft in operation.

·

ExpressJet’s aircraft maintenance, materials and repairs expense decreased $52.8 million, or 21.0%.  The decrease was primarily due to the reduced fleet size and related production subsequent to 2016.

·

ExpressJet’s aircraft rental expenses decreased $27.6 million, or 44.5%, primarily due to the termination of aircraft leases on CRJ200 and CRJ900 aircraft since 2016.

·

ExpressJet’s depreciation expense decreased $32.0 million, or 38.1%, primarily due to a reduction in owned 50-seat aircraft and related long-lived assets since December 31, 2016.

·

ExpressJet’s other airline expenses decreased $26.2 million, or 24.3%, primarily due to a decrease in scheduled production subsequent to 2016.

·

ExpressJet’s airline expense in 2016 included special items of $281.4 million for impairment charges on certain CRJ200 and ERJ145 long‑lived assets and write down of certain related assets. ExpressJet did not have any similar special item charges in 2017.

SkyWest Leasing Segment Profit.  SkyWest Leasing profit increased $52.5 million during the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to the additional E175 aircraft

42


revenue attributed to the ownership costs of the E175 aircraft earned under the applicable fixed-fee contract and profitability offset by the E175 aircraft depreciation and interest expense.

Liquidity and Capital Resources

Sources and Uses of Cash—2018 Compared to 2017

Cash Position and Liquidity.  The following table provides a summary of the net cash provided by (used in) our operating, investing and financing activities for the years ended December 31, 2018 and 2017, and our total cash and marketable securities position as of December 31, 2018 and December 31, 2017 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2018

    

2017

    

$ Change

    

% Change

 

Net cash provided by operating activities

 

$

802,534

 

$

684,124

 

$

118,410

 

17.3

%

Net cash used in investing activities

 

 

(983,404)

 

 

(751,337)

 

 

(232,067)

 

30.9

%

Net cash provided by financing activities

 

 

327,462

 

 

102,239

 

 

225,223

 

220.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

    

 

 

    

 

 

 

 

2018

 

2017

 

$ Change

 

% Change

 

Cash and cash equivalents

 

$

328,384

 

$

181,792

 

$

146,592

 

80.6

%

Marketable securities

 

 

360,945

 

 

503,503

 

 

(142,558)

 

(28.3)

%

Total

 

$

689,329

 

$

685,295

 

$

4,034

 

0.6

%

Cash Flows from Operating Activities.  Net cash provided by operating activities increased $118.4 million, or 17.3%, during 2018, compared to 2017, primarily due to an increase in pre-tax income from 2018 to 2017 of $78.1 million and changes in our working capital accounts.

Cash Flows from Investing Activities.    Net cash used in investing activities increased $232.1 million, or 30.9%, during 2018, compared to 2017, primarily due to the acquisition of 39 E175 aircraft and the related spare aircraft assets during 2017, compared to 21 E175 aircraft and the related spare aircraft assets purchased during 2017,  significantly offset by net liquidation of marketable securities, which provided an additional $236.2 million during 2018 compared to 2017. Additionally, during 2017 we received proceeds from the sale of 15 CRJ200 aircraft, eleven EMB120 aircraft, one CRJ700 aircraft and related spare aircraft assets for $52.0 million. 

Cash Flows from Financing Activities.    Net cash provided by financing activities increased $225.2 million, or 220.3%, during 2018, compared to 2017,simulator costs.

SkyWest Leasing Segment Profit. SkyWest Leasing profit decreased $60.6 million, or 43.7%, during 2020, compared to 2019, primarily related to credit loss reserves we recorded on a note receivable that originated from our sale of ExpressJet in 2019 that became uncertain during 2020 due to ExpressJet ceasing operations in 2020. Our credit loss reserves also increased due to reductions in credit ratings during 2020 on certain entities for which we have an outstanding accounts receivable or notes receivable. The reduction in the SkyWest Leasing segment was also due to additional depreciation expense resulting from a shortened estimated useful life of certain CRJ200 spare engines. These reductions were partially offset by an additional six new E175 aircraft added to our fleet subsequent to December 31, 2019.

Liquidity and Capital Resources

As of December 31, 2020, we had $825.9 million in cash and cash equivalents and marketable securities. As of December 31, 2020, we had $665.0 million available for borrowings under the Treasury Loan Agreement and $39.5 million available for borrowings under our line of credit. We have until May 28, 2021 to draw additional borrowings under the Treasury Loan Agreement. If we do not increase our borrowings under the Treasury Loan Agreement before May 28, 2021, our pledged collateral under the $725 million facility will be significantly reduced and any excess pledged collateral will be released and available to use for new debt, if needed. Given our available liquidity as of December 31, 2020 and given the measures we have implemented to reduce the impact of the COVID-19 pandemic on our financial position and operations, we believe the working capital currently available to us (including funds from government assistance provided or may be provided pursuant to the CARES Act and the 2021 Appropriations Act) will be sufficient to meet our present financial requirements, including planned capital expenditures, scheduled lease payments, debt service obligations for at least the next 12 months.

Our total of cash and marketable securities increased from $520.2 million as December 31, 2019 to $825.9 million as of December 31, 2020, or by $305.7 million. Our total long-term debt, including current maturities increased from $2,993.1 million as of December 31, 2019 to $3,203.7 million as of December 31, 2020, or by $210.6 million. Thus, our total long-term debt, net of cash and marketable securities, decreased from $2,472.9 million as of December 31, 2019 to $2,377.8 million as of December 31, 2020, or $95.2 million. At December 31, 2020, our total capital mix was 43.3% equity and 56.7% long-term debt, compared to 45.3% equity and 54.7% long-term debt at December 31, 2019.

As of December 31, 2020 and 2019, we had $61.1 million and $61.7 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions. We had no restricted cash as of December 31, 2020 and 2019.

40

Sources and Uses of Cash

Cash Position and Liquidity. The following table provides a summary of the net cash provided by (used in) our operating, investing and financing activities for the years ended December 31, 2020 and 2019, and our total cash and marketable securities position as of December 31, 2020 and December 31, 2019 (in thousands). See “Liquidity and Capital Resources” in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our sources and used of cash in 2019 compared to 2018.

For the year ended December 31,

    

2020

    

2019

    

$ Change

    

% Change

 

Net cash provided by operating activities

$

633,563

$

721,030

$

(87,467)

(12.1)

%

Net cash used in investing activities

 

(683,471)

 

(657,034)

 

(26,437)

 

4.0

%

Net cash provided by (used in) financing activities

 

178,425

 

(305,174)

 

483,599

 

(158.5)

%

    

December 31,

    

December 31,

    

    

 

2020

2019

$ Change

% Change

 

Cash and cash equivalents

$

215,723

$

87,206

$

128,517

 

147.4

%

Marketable securities

 

610,185

 

432,966

 

177,219

 

40.9

%

Total

$

825,908

$

520,172

$

305,736

 

58.8

%

Cash Flows provided by Operating Activities

Our cash flows provided by operating activities was $633.6 million in 2020, compared to $721.0 million in 2019. Our operating cash flows are typically impacted by various factors including our net income, adjusted for non-cash expenses and gains such as depreciation expense, stock-based compensation expense, and gains or losses on the disposal of assets; and timing of cash payments and cash receipts attributed to our various current asset and liability accounts, such as accounts receivable, inventory, accounts payable and accrued liabilities.

The decrease in our cash flow from operations in 2020 compared to 2019 was primarily due to a reduction in our net income of $348.6 million, the difference between net income of $340.1 million in 2019 and a net loss of $8.5 million in 2020, partially offset by an increase in non-cash depreciation expense of $106.9 million in 2020 from 2019, a decrease in deferred income taxes of $103.6 million in 2020 from 2019, and due to timing cash payments and cash receipts related to our current assets and liabilities in 2020 compared to 2019.

Cash Flows used in Investing Activities

Our cash flows used in investing activities was $683.5 million in 2020, compared to $657.0 million in 2019. Our investing cash flows are typically impacted by various factors including our capital expenditures, including the acquisition aircraft and spare engines; deposit payments and receipts on new aircraft; purchase and sales of marketable securities; proceeds from the sale of assets; and timing of cash payments and cash receipts attributed to our various long-term asset and long-term liability accounts.

The increase in our cash flow used in investing activities in 2020 compared to 2019 was primarily due to an increase cash used for purchases of marketable securities, net of sales of marketable securities, of $105.2 million in 2020 from $72.0 million in 2019 and an increase in our long-term assets resulting from an increase in long-term receivables from our major airline partners under our capacity purchase agreements. We amended certain debt agreements on our aircraft which suspended our obligation to make debt service payments for an approximate a six-month period during 2020. Concurrently, we suspended required aircraft ownership payments due to us from our major airline partners under our capacity purchase agreements during the same period. We anticipate collecting these payments from our major airline partners over the remaining contract terms, which was the primary factor in the increase in our long-term other assets of $94.3 million from December 31, 2019 to December 31, 2020.

The increase in our cash flows used in investing activities was significantly offset by reduction in capital expenditures of $223.6 million in 2020 from $661.9 million in 2019. During 2020, we acquired six new E175 aircraft

41

and 22 used CRJ aircraft compared to ten new E175 aircraft and 85 used CRJ aircraft in 2019, including 56 used CRJ aircraft purchased under an early lease buyout in 2019.

Cash Flows provided by (used in) Financing Activities

Our cash flows provided by financing activities was $178.4 million in 2020, compared to cash used for financing activities of $305.2 million in 2019. Our investing cash flows are typically impacted by various factors including proceeds from issuance of debt, principal payments on debt obligations, repurchases our common stock and payment of cash dividends.

The $483.6 million increase in cash provided by financing activities included the additional proceeds from the issuance of long-term debt to Treasury of $105.2 million under the Payroll Support Program Agreement and $60.0 under the Treasury Loan Agreement during 2020. Additionally, we amended certain debt agreements on our aircraft which suspended our obligation to make debt service payments for an approximate a six-month period during 2020, which was the primary factor to our reduction in principal payments on long-term debt of $195.0 million from 2019 to 2020. See Significant Commitments and Obligations for our summary of principal maturities on our long-term debt for the next five years. We also reduced our cash used to repurchase shares of our common stock, treasury stock and payment of dividends by $16.1 million, $52.3 million, and $10.4 million, respectively, due to restrictions under the Payroll Support Program Agreement and the Treasury Loan Agreement that began in April 2020.

Significant Commitments and Obligations

General

The following table summarizes our commitments and obligations as noted for each of the next five years and thereafter (in thousands):

    

Total

    

2021

    

2022

    

2023

    

2024

    

2025

 ��  

Thereafter

 

Operating lease payments for aircraft and facility obligations

$

359,740

$

85,869

$

77,780

$

69,530

$

28,091

$

15,751

$

82,719

 

Firm aircraft and spare engine commitments

 

547,900

 

479,164

 

68,736

 

 

 

 

Interest commitments(A)

 

547,569

 

122,194

 

106,252

 

88,501

 

72,329

 

57,108

 

101,185

Principal maturities on long-term debt

 

3,236,002

 

406,005

 

407,554

 

418,048

 

372,322

 

447,251

 

1,184,822

Total commitments and obligations

$

4,691,211

$

1,093,232

$

660,322

$

576,079

$

472,742

$

520,110

$

1,368,726

(A)At December 31, 2020, all of our total long-term debt associated with 39 E175 aircraft acquired during 2018, compared to proceeds from the issuance of debt associated with 21 E175 aircraft acquired during 2017. This increase in cash provided by financing activities was partially offset by an additional $34.4 million and $8.5 million used during 2018 compared to 2017, for the repurchase of common stock and cash paid for income tax withholdings on vested employee equity awards, respectively.

We do not anticipate that our sale of ExpressJet in January 2019 will have a significant adverse effect on our liquidity or capital resources.

43


Sources and Uses of Cash—2017 Compared to 2016

Cash Position and Liquidity.  The following table provides a summary of the net cash provided by (used in) our operating, investing and financing activities for the years ended December 31, 2017 and 2016, and our total cash and marketable securities position as of December 31, 2017 and December 31, 2016 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2017

    

2016

    

$ Change

    

% Change

 

Net cash provided by operating activities

 

$

684,124

 

$

506,665

 

$

177,459

 

35.0

%

Net cash used in investing activities

 

 

(751,337)

 

 

(1,177,078)

 

 

425,741

 

(36.2)

%

Net cash provided by financing activities

 

 

102,239

 

 

614,144

 

 

(511,905)

 

(83.4)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

    

 

 

    

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

Cash and cash equivalents

 

$

181,792

 

$

146,766

 

$

35,026

 

23.9

%

Restricted cash

 

 

 —

 

 

8,243

 

 

(8,243)

 

(100.0)

%

Marketable securities

 

 

503,503

 

 

409,898

 

 

93,605

 

22.8

%

Total

 

$

685,295

 

$

564,907

 

$

120,388

 

21.3

%

Cash Flows from Operating Activities.  Net cash provided by operating activities increased $177.5 million, or 35.0%, during 2017, compared to 2016, primarily due to an increase in pre-tax income from 2017 to 2016 and changes in our working capital accounts. Our pre-tax income was $288.2 million in 2017. Our pre-tax loss was $248.8 million in 2016, however our 2016 pre-tax loss included $465.6 million of special charges.

Cash Flows from Investing Activities.    Net cash used in investing activities decreased $425.7 million, or 36.2%, during 2017, compared to 2016, primarily due to the acquisition of 21 E175 aircraft and the related spare aircraft assets during 2017, compared to 41 E175 aircraft and the related spare aircraft assets purchased during 2016, partially offset by the proceeds from the sale of 15 CRJ200 aircraft, eleven EMB120 aircraft, one CRJ700 aircraft and related spare aircraft assets during 2017. 

Cash Flows from Financing Activities.    Net cash provided by financing activities decreased $511.9 million, or 83.4%, during 2017, compared to 2016, primarily related to proceeds from the issuance of long-term debt associated with 21 E175 aircraft acquired during 2017, compared to proceeds from the issuance of debt associated with 41 E175 aircraft acquired during 2016. This decrease in cash provided by financing activities was partially offset by $20.0 million and $5.1 million used in 2017 for the repurchase of common stock and cash paid for income tax withholdings on vested employee equity awards, respectively.

Liquidity and Capital Resources as of December 31, 2018 and 2017

We believe that in the absence of unusual circumstances, the working capital currently available to us, together with our projected cash flows from operations, will be sufficient to meet our present financial requirements, including anticipated expansion, planned capital expenditures, and scheduled lease payments and debt service obligations for at least the next 12 months.

At December 31, 2018, our total capital mix was 41.1% equity and 58.9% long‑term debt, compared to 42.5% equity and 57.5% long‑term debt at December 31, 2017.

At December 31, 2018, we had $9.7 million in letters of credit issued under our line of credit facility, which reduced the amount available under the facility to $65.3 million. The facility expires on September 1, 2021 and has a variable interest rate of LIBOR plus 2.5% at December 31, 2018.

As of December 31, 2018 and 2017, we had $78.7 million and $87.4 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions.

44


As of December 31, 2018 and 2017, we had no restricted cash.

Significant Commitments and Obligations

General

The following table summarizes our commitments and obligations as noted for each of the next five years and thereafter (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Total

    

2019

    

2020

    

2021

    

2022

    

2023

    

Thereafter

 

Operating lease payments for aircraft and facility obligations

 

$

477,946

 

$

87,256

 

$

101,741

 

$

90,787

 

$

72,593

 

$

65,749

 

$

59,820

 

Firm aircraft and spare engine commitments

 

 

364,023

 

 

122,498

 

 

127,585

 

 

113,940

 

 

 —

 

 

 —

 

 

 —

 

Interest commitments(A)

 

 

660,342

 

 

129,164

 

 

113,675

 

 

98,512

 

 

84,204

 

 

68,399

 

 

166,388

 

Principal maturities on long-term debt

 

 

3,185,438

 

 

354,072

 

 

351,738

 

 

347,835

 

 

353,935

 

 

359,677

 

 

1,418,181

 

Total commitments and obligations

 

$

4,687,749

 

$

692,990

 

$

694,739

 

$

651,074

 

$

510,732

 

$

493,825

 

$

1,644,389

 


(A)

At December 31, 2018, we had variable rate notes representing less than 0.2% of our total long‑term debt. Actual interest commitments will change based on the actual variable interest.

Purchase Commitments and Options

As of December 31, 2018, we had a firm purchase commitment for 12 E175 aircraft from Embraer, S.A. with scheduled delivery dates through the end of 2021.

We have not historically funded a substantial portion of our aircraft acquisitions with working capital. Rather, we have generally funded our aircraft acquisitions through a combination of operating leases and long-term debt financing. At the time of each aircraft acquisition, we evaluate the financing alternatives available to us, and select one or more of these methods to fund the acquisition. At present, we intend to fund our acquisition of any additional aircraft through cash on hand and debt financing. Based on current market conditions and discussions with prospective leasing organizations and financial institutions, we currently believe that we will be able to obtain financing for our committed acquisitions, as well as additional aircraft. We intend to finance the firm purchase commitment for 12 E175 aircraft with approximately 85% debt and the remaining balance with cash.

Aircraft Lease and Facility Obligations

We also have significant long‑term lease obligations, primarily relating to our aircraft fleet. At December 31, 2018, we had 260 aircraft under lease with remaining terms ranging from less than one to nine years. Future minimum lease payments due under all long‑term operating leases were approximately $477.9 million at December 31, 2018. Assuming a 5.45% discount rate, which is the average rate used to approximate the implicit rates within the applicable aircraft leases, the present value of these lease obligations would have been equal to approximately $399.2 million at December 31, 2018.

Long‑term Debt Obligations

As of December 31, 2018, we had $3.2 billion of long‑term debt obligations related to the acquisition of aircraft and certain spare engines. The average effective interest rate on those long‑term debt obligations was approximately 4.2% at December 31, 2018.

Under our fixed-fee arrangements, the major airline partners compensate us for our costs of owning or leasing the aircraft on a monthly basis. The aircraft compensation structure varies by agreement, but is intended to cover either our aircraft principal and interest debt service costs, our aircraft depreciation and interest expense or our aircraft lease expense costs while the aircraft is under contract.

45


Guarantees

We have guaranteed the obligations of SkyWest Airlines under the Delta Connection Agreement and the United Express Agreement for the E175 aircraft. In addition, we have guaranteed certain other obligations under aircraft financing and leasing agreements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Aircraft Fuel

In the past, we have not experienced difficulties with fuel availability and we currently expect to be able to obtain fuel at prevailing prices in quantities sufficient to meet our future needs. Pursuant to our contract flying arrangements, United, Delta, American and Alaska have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. We bear the economic risk of fuel price fluctuations on our prorate operations. For each of the years ended December 31, 2018, 2017 and 2016, approximately 16%, 14% and 15% of our total flying agreements revenue was derived from prorate arrangements. For the years ended December 31, 2018, 2017 and 2016, the average price per gallon of aircraft fuel was $2.60, $2.06 and $1.72, respectively. For illustrative purposes only, we have estimated the impact of the market risk of fuel on our prorate operations using a hypothetical increase of 25% in the price per gallon we purchase. Based on this hypothetical assumption, we would have incurred an additional $29.4 million, $21.3 million and $17.6 million in fuel expense for the years ended December 31, 2018, 2017 and 2016, respectively.

Interest Rates

Our earnings are affected by changes in interest rates due to the amount of variable rate long-term debt held. The interest rates applicable to variable rate notes may rise and increase our interest expense. At December 31, 2018, 2017 and 2016, we had variable rate notes representing 0.2%, 2.5% and 5.1% of our total long‑term debt, respectively. Changes in interest rates are not expected to have a material adverse effect on our earnings. Additionally, we anticipate we would recover significant increases in interest expense from our major airline partners under our fixed-fee flying agreements.  For illustrative purposes only, we have estimated the impact of market risk using a hypothetical increase in interest rates of one percentage point for variable rate long-term debt. Based on this hypothetical assumption, we estimate the annual interest expense would not have exceeded $2.0 million for any of the years ended December 31, 2018, 2017 and 2016.

We currently intend to finance the acquisition of aircraft through manufacturer financing, third-party leases or long-term borrowings. Changes in interest rates may impact the actual cost to us to acquire these aircraft. To the extent we place these aircraft in service under our code-share agreements with Delta, United, Alaska or other carriers, our code-share agreements currently provide that reimbursement rates will be adjusted higher or lower to reflect changes in our aircraft financingfixed interest rates.

Purchase Commitments and Options

We are coordinating with our major airline partners and aircraft manufacturers on the timing of upcoming fleet deliveries under previously announced deals in response to COVID-19 schedule reductions. The anticipated future aircraft delivery dates are subject to change. As of December 31, 2020, we had a firm purchase commitment for 20 E175 aircraft from Embraer with scheduled delivery dates anticipated through 2022.

At the time of each aircraft acquisition, we evaluate the financing alternatives available to us, and select one or more of these methods to fund the acquisition. In recent years, we have issued long-term debt to finance our new aircraft. At present, we intend to fund our aircraft purchase commitments through cash on hand and debt financing. Based on current market conditions and discussions with prospective leasing organizations and financial institutions, we currently believe that we will be able to obtain financing for our committed acquisitions, as well as additional aircraft. We intend to finance the firm purchase commitment for 20 E175 aircraft with approximately 80-85% debt and the remaining balance with cash.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth below should be read together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere herein.

46


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SkyWest, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SkyWest, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2003.

Salt Lake City, Utah

February 21, 2019

47


SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

    

December 31,

 

 

 

 

2018

 

2017

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

328,384

 

$

181,792

 

Marketable securities

 

 

 

360,945

 

 

503,503

 

Income tax receivable

 

 

 

25,936

 

 

5,316

 

Receivables, net

 

 

 

64,194

 

 

42,731

 

Inventories, net

 

 

 

127,690

 

 

119,755

 

Prepaid aircraft rents

 

 

 

87,031

 

 

115,098

 

Other current assets

 

 

 

26,614

 

 

26,938

 

Total current assets

 

 

 

1,020,794

 

 

995,133

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT:

 

 

 

 

 

 

 

 

Aircraft and rotable spares

 

 

 

6,433,916

 

 

5,335,870

 

Deposits on aircraft

 

 

 

42,012

 

 

49,000

 

Buildings and ground equipment

 

 

 

291,544

 

 

265,608

 

 

 

 

 

6,767,472

 

 

5,650,478

 

Less-accumulated depreciation and amortization

 

 

 

(1,761,728)

 

 

(1,467,475)

 

Total property and equipment, net

 

 

 

5,005,744

 

 

4,183,003

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

   Long-term prepaid assets

 

 

 

181,830

 

 

230,923

 

   Other long-term assets

 

 

 

104,844

 

 

65,341

 

Total other assets

 

 

 

286,674

 

 

296,264

 

Total assets

 

 

$

6,313,212

 

$

5,474,400

 

See accompanying notes to consolidated financial statements.

48


SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Dollars in thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

 

 

2018

 

2017

CURRENT LIABILITIES:

 

 

 

 

 

 

Current maturities of long-term debt

 

$

350,206

 

$

309,678

Accounts payable

 

 

331,982

 

 

288,904

Accrued salaries, wages and benefits

 

 

161,606

 

 

154,367

Taxes other than income taxes

 

 

16,024

 

 

19,228

Other current liabilities

 

 

65,008

 

 

48,648

Total current liabilities

 

 

924,826

 

 

820,825

 

 

 

 

 

 

 

OTHER LONG-TERM LIABILITIES

 

 

66,870

 

 

58,662

 

 

 

 

 

 

 

LONG-TERM DEBT, net of current maturities

 

 

2,809,768

 

 

2,377,346

 

 

 

 

 

 

 

DEFERRED INCOME TAXES PAYABLE

 

 

518,159

 

 

419,020

 

 

 

 

 

 

 

DEFERRED AIRCRAFT CREDITS

 

 

29,308

 

 

44,225

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized; none issued

 

 

 —

 

 

 —

Common stock, no par value, 120,000,000 shares authorized; 81,239,289 and  80,398,104 shares issued, respectively

 

 

690,910

 

 

672,593

Retained earnings

 

 

1,776,585

 

 

1,516,957

Treasury stock, at cost, 29,850,999 and 28,643,535 shares, respectively

 

 

(503,182)

 

 

(435,178)

Accumulated other comprehensive loss

 

 

(32)

 

 

(50)

Total stockholders’ equity

 

 

1,964,281

 

 

1,754,322

Total liabilities and stockholders’ equity

 

$

6,313,212

 

$

5,474,400

See accompanying notes to consolidated financial statements.

49


SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

    

 

2018

 

2017 (a)

 

2016 (a)

 

OPERATING REVENUES:

 

 

 

    

    

 

    

    

 

    

 

Flying agreements

 

 

$

3,169,520

 

$

3,078,297

 

$

3,010,738

 

Airport customer service and other

 

 

 

52,159

 

 

44,295

 

 

52,964

 

Total operating revenues

 

 

 

3,221,679

 

 

3,122,592

 

 

3,063,702

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

 

 

1,201,518

 

 

1,192,067

 

 

1,205,459

 

Aircraft maintenance, materials and repairs

 

 

 

556,259

 

 

579,463

 

 

569,306

 

Depreciation and amortization

 

 

 

334,589

 

 

292,768

 

 

284,969

 

Aircraft rentals

 

 

 

154,945

 

 

215,807

 

 

262,602

 

Aircraft fuel

 

 

 

117,657

 

 

85,136

 

 

70,701

 

Airport-related expenses

 

 

 

109,605

 

 

118,374

 

 

122,141

 

Special items

 

 

 

 —

 

 

 —

 

 

465,649

 

Other operating expenses

 

 

 

272,826

 

 

250,778

 

 

255,559

 

Total operating expenses

 

 

 

2,747,399

 

 

2,734,393

 

 

3,236,386

 

OPERATING INCOME (LOSS)

 

 

 

474,280

 

 

388,199

 

 

(172,684)

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

8,823

 

 

4,509

 

 

2,143

 

Interest expense

 

 

 

(120,409)

 

 

(104,925)

 

 

(78,177)

 

Other, net

 

 

 

3,620

 

 

400

 

 

(94)

 

Total other expense, net

 

 

 

(107,966)

 

 

(100,016)

 

 

(76,128)

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

 

366,314

 

 

288,183

 

 

(248,812)

 

PROVISION (BENEFIT) FOR INCOME TAXES

 

 

 

85,942

 

 

(140,724)

 

 

(87,226)

 

NET INCOME (LOSS)

 

 

$

280,372

 

$

428,907

 

$

(161,586)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS (LOSS) PER SHARE

 

 

$

5.40

 

$

8.28

 

$

(3.14)

 

DILUTED EARNINGS (LOSS) PER SHARE

 

 

$

5.30

 

$

8.08

 

$

(3.14)

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

51,914

 

 

51,804

 

 

51,505

 

Diluted

 

 

 

52,871

 

 

53,100

 

 

51,505

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS):

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

$

280,372

 

$

428,907

 

$

(161,586)

 

Net unrealized appreciation on marketable securities, net of taxes

 

 

 

18

 

 

21

 

 

189

 

TOTAL COMPREHENSIVE INCOME (LOSS)

 

 

$

280,390

 

$

428,928

 

$

(161,397)

 


(a)

Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements of this report for additional information. 

See accompanying notes to consolidated financial statements.

50


SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Common Stock

 

Retained

 

Treasury Stock

 

Comprehensive

 

 

 

 

 

Shares

 

Amount

 

Earnings

 

Shares

 

Amount

 

Income (Loss)

 

Total

Balance at December 31, 2015

    

79,020

 

 $

641,643

 

 $

1,275,142

 

(28,015)

 

 $

(410,090)

 

(260)

 

 $

1,506,435

Net loss

 

 —

 

 

 —

 

 

(161,586)

 

 —

 

 

 —

 

 

 —

 

 

(161,586)

Net unrealized appreciation on marketable securities, net of tax of $98

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

189

 

 

189

Exercise of common stock options and vested restricted stock units

 

609

 

 

4,979

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

4,979

Sale of common stock under employee stock purchase plan

 

152

 

 

3,163

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,163

Stock based compensation expense related to the issuance of stock options and restricted stock units

 

 —

 

 

7,568

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

7,568

Cash dividends declared ($0.19 per share)

 

 —

 

 

 —

 

 

(9,805)

 

 —

 

 

 —

 

 

 —

 

 

(9,805)

Balance at December 31, 2016

 

79,781

 

 

657,353

 

 

1,103,751

 

(28,015)

 

 

(410,090)

 

 

(71)

 

 

1,350,943

Net income

 

 —

 

 

 —

 

 

428,907

 

 —

 

 

 —

 

 

 —

 

 

428,907

Net unrealized appreciation on marketable securities, net of tax of $7

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

21

 

 

21

Exercise of common stock options and vested restricted stock units

 

529

 

 

1,658

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

1,658

Treasury shares acquired from vested employee stock awards for income tax withholdings

 

 —

 

 

 —

 

 

 —

 

(145)

 

 

(5,080)

 

 

 —

 

 

(5,080)

Sale of common stock under employee stock purchase plan

 

88

 

 

3,002

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,002

Stock based compensation expense related to the issuance of stock options and restricted stock units

 

 —

 

 

10,580

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

10,580

Impact of adoption of Accounting Standards Update (ASU) 2016-09 (See Note 1)

 

 —

 

 

 —

 

 

867

 

 —

 

 

 —

 

 

 —

 

 

867

Treasury stock purchases

 

 —

 

 

 —

 

 

 —

 

(484)

 

 

(20,008)

 

 

 —

 

 

(20,008)

Cash dividends declared ($0.32 per share)

 

 —

 

 

 —

 

 

(16,568)

 

 —

 

 

 —

 

 

 —

 

 

(16,568)

Balance at December 31, 2017

 

80,398

 

 

672,593

 

 

1,516,957

 

(28,644)

 

 

(435,178)

 

 

(50)

 

 

1,754,322

Net income

 

 —

 

 

 —

 

 

280,372

 

 —

 

 

 —

 

 

 —

 

 

280,372

Net unrealized appreciation on marketable securities, net of tax of $6

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

18

 

 

18

Exercise of common stock options and vested restricted stock units

 

780

 

 

2,174

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

2,174

Treasury shares acquired from vested employee stock awards for income tax withholdings

 

 —

 

 

 —

 

 

 —

 

(239)

 

 

(13,556)

 

 

 —

 

 

(13,556)

Sale of common stock under employee stock purchase plan

 

61

 

 

3,038

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,038

Stock based compensation expense related to the issuance of stock options and restricted stock units

 

 —

 

 

13,105

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

13,105

Treasury stock purchases

 

 —

 

 

 —

 

 

 —

 

(968)

 

 

(54,448)

 

 

 —

 

 

(54,448)

Cash dividends declared ($0.40 per share)

 

 —

 

 

 —

 

 

(20,744)

 

 —

 

 

 —

 

 

 —

 

 

(20,744)

Balance at December 31, 2018

 

81,239

 

$

690,910

 

$

1,776,585

 

(29,851)

 

$

(503,182)

 

$

(32)

 

$

1,964,281

See accompanying notes to consolidated financial statements.

51


SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

    

 

2018

 

2017

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

    

    

 

    

    

 

    

 

Net income (loss)

 

 

$

280,372

 

$

428,907

 

$

(161,586)

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

334,589

 

 

292,768

 

 

284,969

 

Stock based compensation expense

 

 

 

13,105

 

 

10,580

 

 

7,568

 

Gain from early extinguishment of debt

 

 

 

 —

 

 

 —

 

 

(1,279)

 

Special items

 

 

 

 —

 

 

 —

 

 

465,649

 

Net increase (decrease) in deferred income taxes

 

 

 

99,139

 

 

(145,517)

 

 

(83,441)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in restricted cash

 

 

 

 —

 

 

8,243

 

 

(27)

 

Decrease (increase) in receivables

 

 

 

(21,464)

 

 

4,201

 

 

15,260

 

Decrease (increase) in income tax receivable

 

 

 

(20,620)

 

 

1,673

 

 

(4,118)

 

Increase in inventories

 

 

 

(7,935)

 

 

(1,246)

 

 

(1,986)

 

Decrease in other current assets

 

 

 

77,484

 

 

26,017

 

 

37,569

 

Decrease in deferred aircraft credits

 

 

 

(14,243)

 

 

(8,520)

 

 

(8,108)

 

Increase (decrease) in accounts payable and accrued aircraft rents

 

 

 

56,076

 

 

46,934

 

 

(47,563)

 

Increase in other current liabilities

 

 

 

6,031

 

 

20,084

 

 

3,758

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

 

802,534

 

 

684,124

 

 

506,665

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

 

 

(2,308,768)

 

 

(1,533,867)

 

 

(2,511,388)

 

Sales of marketable securities

 

 

 

2,451,344

 

 

1,440,283

 

 

2,388,168

 

Proceeds from the sale of aircraft, property and equipment

 

 

 

 —

 

 

51,994

 

 

3,008

 

Proceeds from settlement of residual value guarantee aircraft agreements

 

 

 

 —

 

 

 —

 

 

90,000

 

Acquisition of property and equipment:

 

 

 

 

 

 

 

 

 

 

 

Aircraft and rotable spare parts

 

 

 

(1,062,380)

 

 

(661,176)

 

 

(1,138,963)

 

Deposits on aircraft

 

 

 

(41,937)

 

 

(46,733)

 

 

(650)

 

Buildings and ground equipment

 

 

 

(34,397)

 

 

(27,467)

 

 

(14,350)

 

Return of deposits applied towards acquired aircraft

 

 

 

49,550

 

 

36,533

 

 

 —

 

Decrease (increase) in other assets

 

 

 

(36,816)

 

 

(10,904)

 

 

7,097

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

 

(983,404)

 

 

(751,337)

 

 

(1,177,078)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

 

784,665

 

 

471,677

 

 

926,069

 

Principal payments on long-term debt

 

 

 

(370,775)

 

 

(330,258)

 

 

(302,158)

 

Proceeds from issuance of common stock

 

 

 

5,212

 

 

4,660

 

 

8,142

 

Purchase of treasury stock

 

 

 

(54,448)

 

 

(20,008)

 

 

 —

 

Employee income tax paid on vested equity awards

 

 

 

(13,556)

 

 

(5,080)

 

 

 —

 

Decrease (increase) in debt issuance cost

 

 

 

(3,892)

 

 

(3,737)

 

 

(8,653)

 

Payment of cash dividends

 

 

 

(19,744)

 

 

(15,015)

 

 

(9,256)

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

327,462

 

 

102,239

 

 

614,144

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

146,592

 

 

35,026

 

 

(56,269)

 

Cash and cash equivalents at beginning of period

 

 

 

181,792

 

 

146,766

 

 

203,035

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

 

$

328,384

 

$

181,792

 

$

146,766

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

Non-cash investing activities:

 

 

 

 

 

 

 

 

 

 

 

Acquisition of rotable spare parts

 

 

$

367

 

$

755

 

$

5,688

 

Debt assumed on aircraft acquired off lease

 

 

$

59,132

 

 

 —

 

 

 —

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

Interest, net of capitalized amounts

 

 

$

118,268

 

$

105,639

 

$

76,589

 

Income taxes

 

 

$

2,661

 

$

5,010

 

$

1,212

 

See accompanying notes to consolidated financial statements.

52


SKYWEST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

(1) Nature of Operations and Summary of Significant Accounting Policies

SkyWest, Inc. (the “Company”), through its subsidiaries, SkyWest Airlines, Inc. (“SkyWest Airlines”) and ExpressJet Airlines, Inc. (“ExpressJet”), operates the largest regional airlines in the United States. As of December 31, 2018, SkyWest Airlines and ExpressJet offered scheduled passenger service under code-share agreements with United, Delta, American and Alaska with approximately 2,770 total daily departures to different destinations in the United States, Canada, Mexico and the Caribbean. Additionally, the Company provides airport customer service and ground handling services for other airlines throughout its system. Subsequent to December 31, 2018, the Company sold ExpressJet to a third party.  See Note 12,  Subsequent Events, for additional information regarding the sale of ExpressJet. As of December 31, 2018, the Company had 596 aircraft in scheduled service out of a combined fleet of 628 aircraft consisting of the following (which included 100 Embraer ERJ145 regional jet (“ERJ145s”) aircraft, 16 Bombardier CRJ200 regional jet (“CRJ200s”) aircraft and 10 Bombardier CRJ700 regional jet (“CRJ700”) aircraft operated by ExpressJet):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

CRJ200

    

CRJ700

    

CRJ900

    

ERJ145

    

E175

    

Total

 

United

 

106

 

19

 

 —

 

100

 

65

 

290

 

Delta

 

87

 

22

 

41

 

 —

 

49

 

199

 

American

 

 7

 

68

 

 —

 

 —

 

 —

 

75

 

Alaska

 

 —

 

 —

 

 —

 

 —

 

32

 

32

 

Aircraft in scheduled service

 

200

 

109

 

41

 

100

 

146

 

596

 

Subleased to an un-affiliated entity

 

 4

 

 —

 

 —

 

 —

 

 —

 

 4

 

Other*

 

 4

 

19

 

 —

 

 5

 

 —

 

28

 

Total Fleet

 

208

 

128

 

41

 

105

 

146

 

628

 


* As of December 31, 2018, these aircraft have been removed from service and are in the process of being returned under the applicable leasing arrangement

42

Aircraft Lease and Facility Obligations

We also have significant long-term lease obligations, primarily relating to our aircraft fleet. Excluding aircraft financed by our major partners that we operate for them under contract, we had 41 aircraft under lease with remaining terms ranging from less than one to ten years as of December 31, 2020. Future minimum lease payments due under all long-term operating leases were approximately $359.7 million at December 31, 2020. Assuming a 6.1% discount rate, which is the average incremental borrowing rate we anticipate we would have incurred on debt obtained over a similar term to acquire these assets, the present value of these lease obligations would have been equal to approximately $288.6 million at December 31, 2020.

Long-term Debt Obligations

As of December 31, 2020, we had $3.07 billion of long-term debt obligations related to the acquisition of aircraft and certain spare engines. The average effective interest rate on those long-term debt obligations was approximately 4.0% at December 31, 2020. We also had $165.2 million of long-term debt obligations under the Payroll Support Program Agreement and the Treasury Loan Agreement.

Under our capacity purchase arrangements, the major airline partners compensate us for our costs of owning or leasing the aircraft on a monthly basis. The aircraft compensation structure varies by agreement, but is intended to cover either our aircraft principal and interest debt service costs, our aircraft depreciation and interest expense or our aircraft lease expense costs while the aircraft is under contract.

Guarantees

We have guaranteed the obligations of SkyWest Airlines under the Delta Connection Agreement and the United Express Agreement for the E175 aircraft. In addition, we have guaranteed certain other obligations under aircraft financing and leasing agreements.

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized in Note 1 to our Consolidated Financial Statements included in Item 8 of this Report. Critical accounting policies are those policies that are most important to the preparation of our consolidated financial statements and require management’s subjective and complex judgments due to the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to revenue recognition, aircraft leases, long-lived assets, self-insurance and income tax as discussed below. The application of these accounting policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results will likely differ, and could differ materially, from such estimates.

Revenue Recognition

Flying agreements and airport customer service and other revenues are recognized when service is provided. Under our capacity purchase and prorate flying agreements with our major airline partners, our performance obligation is determined on a per completed flight basis. Under our capacity purchase agreements, the performance obligation of each completed flight is measured using block hours incurred for each completed flight, which factors the duration of each flight. Under our airport customer service agreements, our performance obligation is measured on per departure basis for each flight we provide customer service.

A portion of our compensation under our capacity purchase agreements is designed to reimburse us for the use of the aircraft we provide under such agreements. This compensation is deemed to be lease revenue, inasmuch as the agreements identify the “right of use” or a specific type and number of aircraft over the agreement term. The amount of compensation deemed to be lease revenue is determined from the agreed upon rates for the use of the aircraft included in each capacity purchase agreement, which we believe approximates fair value for the aircraft leases.

Additionally, under our capacity purchase agreements, we typically receive a fixed monthly payment for each aircraft under contract over the agreement term (“Fixed Monthly Payments”). We recognize revenue attributed to the Fixed Monthly Payments proportionate to the number of block hours complete during each reporting period, relative to the estimated number of block hours we anticipate completing over the remaining contract term. Due to the material decrease in completed block hours in 2020 from historical levels and from anticipated future levels over the remaining contract terms, we determined the amount of Fixed Monthly Payments we received in 2020 was disproportionately high

43

relative to the number of block hours we completed during 2020. As of December 31, 2020, we deferred recognizing revenue of $110.7 million in Fixed Monthly Payments we received during the 2020 calendar year. We deferred recognizing revenue of $69.1 million during the second quarter of 2020 when we generated 126,026 block hours, $29.6 million during the third quarter of 2020 when we generated 222,561 block hours and $12.0 million during the fourth quarter of 2020 when we generated 267,528 block hours. The amount of deferred revenue from Fixed Monthly Payments we recognize will increase or decrease in future reporting periods depending on the number of block hours we complete during such reporting period and our then-current forecast of block hours we anticipate completing over the remaining contract term based on information available to us as that time. We anticipate we will continue to defer recognizing revenue into 2021 and may begin recognizing previously deferred amounts as revenue by late 2021 or in 2022, depending upon future block hour production and flight schedules.

Our revenues could be impacted by a number of factors, such as our flight schedules, passenger fares we receive under our prorate agreements, terminations, extensions or other amendments to our code-share agreements, our estimates used to determine the amount of revenue we defer under our capacity purchase agreements, and our ability to earn incentive payments contemplated under applicable agreements. In the event contracted rates are not finalized at a quarterly or annual financial statement date, we record that period’s revenues based on the lower of the prior period’s approved rates or our estimate of rates that will be implemented upon completion of negotiations. Also, in the event we have a reimbursement dispute with a major airline partner at a quarterly or annual financial statement date, we evaluate the dispute under established revenue recognition criteria and, provided the revenue recognition criteria have been met, we recognize revenue for that period based on our estimate of the resolution of the dispute. Our rates were finalized under our code-share agreements as of December 31, 2020.

Aircraft Leases

As of December 31, 2020, our fleet of aircraft in scheduled service included 41 aircraft under lease, excluding 58 aircraft financed by our major partners that we operate for them under contract. In order to determine the proper classification of our leased aircraft, we must make certain estimates at the inception of the lease relating to the economic useful life and the fair value of an asset as well as select an appropriate discount rate to be used in discounting future lease payments. These estimates are utilized by management in making computations as required by existing accounting standards that determine the lease classification. All of our aircraft leases have been classified as operating leases, which results in rental payments being charged to expense over the terms of the related leases. Under the majority of our operating leases, we are required to meet certain lease return conditions with the aircraft, which presumes a certain percent of the eligible flight time for certain components since the last overhaul remains when the aircraft is returned to the lessor. A liability for probable lease return costs is recorded after the aircraft has completed its last maintenance cycle prior to being returned. Several factors can impact the estimated liability for lease return costs including, but not limited to, timing of scheduled maintenance events and anticipated condition of the aircraft at the end of the lease term. We believe it is unlikely that materially different estimates for lease return obligations would be made or reported based on other reasonable assumptions or conditions suggested by actual historical experience and other data available at the time estimates were made.

Long-Lived Assets

As of December 31, 2020, we had approximately $5.4 billion of property and equipment and related assets net of accumulated depreciation. In accounting for these long-lived, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets and operating cash flow losses associated with the use of the long-lived assets. When considering whether or not impairment of long-lived assets exists, we group similar assets together at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and compare the undiscounted cash flows for each asset group to the net carrying amount of the assets supporting the asset group. Asset groupings are done at the fleet type or contract level. Factors that may impact our estimates used for depreciation include anticipated useful lives of each aircraft type and estimated residual values of each aircraft. As we operate all of our aircraft under code-share agreements with our major airline partners, changes in anticipated demand by our major airline partners for regional aircraft may impact our estimated useful lives and residual values for our aircraft, spare engines and other long-lived

44

assets. At December 31, 2020, we had 108 aircraft that were not in scheduled service with our partners, including 74 CRJ200s, 30 CRJ700s, and 4 CRJ900s. The CRJ200 aircraft that were removed from the Delta and American agreements were fully depreciated as of December 31, 2020. The remaining aircraft are in the process of being placed under a leasing arrangement with a third party, are aircraft transitioning between code-share agreements with our major airline partners and being used as supplemental spare aircraft or are available for future code-share agreements.

Self-Insurance

We use a combination of insurance and self-insurance mechanisms to provide for the potential liability of certain risks, including workers’ compensation, healthcare benefits, general liability, product liability, property insurance and directors’ and officers’ liability insurance. Liabilities associated with risks retained by us are not discounted and are estimated by considering historical claims experience, demographics, exposure and severity factors and other actuarial assumptions.

Our workers’ compensation liability includes estimated outstanding losses of unpaid claims and allocated loss adjustment expenses (“ALAE”), which includes case reserves, the development of known claims and incurred but not reported claims. ALAE are the direct expenses for settling specific claims. The amounts reflect per occurrence and annual aggregate limits maintained by us. The estimated liability analysis does not include estimating a provision for unallocated loss adjustment expenses. We believe that the liability recorded at December 31, 2020 is adequate to cover all workers' compensation claims incurred through December 31, 2020. If the actual costs of such claims and related expenses exceed the amount estimated, additional reserves may be required which could have a material negative effect on our operating results. Holding other factors constant, a 10 percent increase in our estimated workers compensation liability as of December 31, 2020, would have resulted in additional expense of approximately $2.1 million for the year ended December 31, 2020.

The liability related to our self-insured group medical insurance plans includes an estimate for claims incurred but not paid. This estimate is created using general actuarial principles and our historical claims experience. The cost of general liability, product liability and commercial auto liability is accrued based on estimates of the aggregate liability claims incurred using certain actuarial assumptions and historical claims experience.

Income Tax

Deferred income taxes are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Estimating our tax liabilities involves judgments related to uncertainties in the application of complex tax regulations. We make certain estimates and judgments to determine tax expense for financial statement purposes as we evaluate the effect of tax credits, tax benefits and deductions, some of which result from differences in the timing of recognition of revenue or expense for tax and financial statement purposes. Changes to these estimates may result in significant changes to our tax provision in future periods. Each fiscal quarter we re-evaluate our tax provision and reconsider our estimates and assumptions related to specific tax assets and liabilities, making adjustments as circumstances change.

Recent Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements included in Item 8 of this Report for a description of recent accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Aircraft Fuel

In the past, we have not experienced difficulties with fuel availability and we currently expect to be able to obtain fuel at prevailing prices in quantities sufficient to meet our future needs. Pursuant to our contract flying arrangements, Delta, United, American and Alaska have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. We bear the economic risk of fuel price fluctuations on our prorate operations. For each of the

45

years ended December 31, 2020, 2019 and 2018, approximately 13%, 18% and 16% of our total flying agreements revenue was derived from prorate arrangements. For the years ended December 31, 2020, 2019 and 2018, the average price per gallon of aircraft fuel was $1.89, $2.51 and $2.60, respectively. For illustrative purposes only, we have estimated the impact of the market risk of fuel on our prorate operations using a hypothetical increase of 25% in the price per gallon we purchase. Based on this hypothetical assumption, we would have incurred an additional $15.4 million, $29.8 million and $29.4 million in fuel expense for the years ended December 31, 2020, 2019 and 2018, respectively.

Interest Rates

As of December 31, 2020, 97.7% of our total long-term debt had fixed interest rates. We currently intend to finance the acquisition of aircraft through manufacturer financing or long-term borrowings. Changes in interest rates may impact the actual cost to us to acquire future aircraft. To the extent we place new aircraft in service under our capacity purchase agreements with Delta, United, American, Alaska or other carriers, our capacity purchase agreements currently provide that reimbursement rates will be adjusted to reflect the interest rates effective at the closing of the respective aircraft financing.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth below should be read together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SkyWest, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SkyWest, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made

46

by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of fixed overhead deferred revenue

Description of the Matter

At December 31, 2020, the Company’s deferred revenue balance totaled $110.7 million, which was presented as a component of other long-term liabilities on the balance sheet. As discussed in Note 1 to the consolidated financial statements, under the Company’s capacity purchase agreements, the Company is paid a fixed amount per aircraft each month over the contract term. The Company recognizes revenue related to the fixed amount per aircraft per month based upon completed block hours proportionate to total forecasted block hours over the contract term. To perform the allocation over the contract, the Company estimates revenue per block hour using historical data and forecasted flight activity and utilizing trends within the industry.

Auditing the forecasted block hours over the term of the contract, which is the primary input used in the deferred revenue calculation, required extensive audit effort due to the estimation uncertainty of the forecasted block hours over the contract term resulting from the COVID-19 pandemic.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over recognition and deferral of revenue related to block hours flown. This included controls over the forecasting process used to develop the estimated future block hours used in the calculation. We also tested controls over management’s review of the data used in the deferred revenue calculation.

To test the Company’s estimated deferred revenue liability, we performed audit procedures that included, among others, assessing the methodology and assumptions used by the Company in the deferred revenue calculation, including testing of the forecasted block hours and validating completeness and accuracy of the underlying data used by the Company. Specifically, we compared management’s forecasted block hours to historical flight activity, existing flight schedules with partner airlines and industry trends and publications. We evaluated management’s ability to accurately forecast flight activity by performing hindsight analyses comparing actual historical results to past forecasts, including forecasts developed during the COVID-19 pandemic. We also performed sensitivity analyses to understand the impact of fluctuations in forecasted block hours to the deferred revenue liability.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2003.

Salt Lake City, Utah

February 22, 2021

47

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

ASSETS

December 31,

    

December 31,

 

 

2020

2019

 

CURRENT ASSETS:

Cash and cash equivalents

$

215,723

$

87,206

Marketable securities

 

610,185

 

432,966

Income tax receivable

 

3,916

 

11,141

Receivables, net

 

34,462

 

82,977

Inventories, net

 

91,196

 

110,503

Other current assets

 

27,320

 

35,553

Total current assets

 

982,802

 

760,346

PROPERTY AND EQUIPMENT:

Aircraft and rotable spares

 

7,527,555

 

7,078,801

Deposits on aircraft

 

31,625

 

48,858

Buildings and ground equipment

 

258,863

 

265,398

 

7,818,043

 

7,393,057

Less-accumulated depreciation and amortization

 

(2,455,995)

 

(1,998,376)

Total property and equipment, net

 

5,362,048

 

5,394,681

OTHER ASSETS

Operating lease right-of-use assets

282,362

336,009

Other long-term assets

 

260,410

 

166,093

Total other assets

 

542,772

 

502,102

Total assets

$

6,887,622

$

6,657,129

See accompanying notes to consolidated financial statements.

48

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Dollars in thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

December 31,

    

December 31,

2020

2019

CURRENT LIABILITIES:

Current maturities of long-term debt

$

402,158

$

364,126

Accounts payable

 

278,677

 

284,473

Accrued salaries, wages and benefits

 

125,944

 

133,856

Current maturities of operating lease liabilities

 

82,641

 

94,806

Taxes other than income taxes

 

26,183

 

15,004

Other current liabilities

 

26,119

 

32,411

Total current liabilities

 

941,722

 

924,676

LONG-TERM DEBT, net of current maturities

 

2,801,538

 

2,628,989

DEFERRED INCOME TAXES PAYABLE

 

625,931

 

623,580

NONCURRENT OPERATING LEASE LIABILITIES

 

205,845

 

259,237

OTHER LONG-TERM LIABILITIES

 

173,041

 

45,633

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS’ EQUITY:

Preferred stock, 5,000,000 shares authorized; none issued

 

 

Common stock, 0 par value, 120,000,000 shares authorized; 82,094,985 and 81,742,937 shares issued, respectively

 

704,675

 

686,806

Retained earnings

 

2,052,006

 

2,079,179

Treasury stock, at cost, 31,913,635 and 31,420,179 shares, respectively

 

(617,136)

 

(590,971)

Total stockholders’ equity

 

2,139,545

 

2,175,014

Total liabilities and stockholders’ equity

$

6,887,622

$

6,657,129

See accompanying notes to consolidated financial statements.

49

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

Year Ended December 31,

    

 

2020

2019

2018

 

OPERATING REVENUES:

    

    

    

    

    

Flying agreements

$

2,060,801

$

2,889,265

$

3,169,520

Lease, airport services and other

 

66,305

 

82,698

 

52,159

Total operating revenues

 

2,127,106

 

2,971,963

 

3,221,679

OPERATING EXPENSES:

Salaries, wages and benefits

 

826,109

 

1,001,746

 

1,201,518

Aircraft maintenance, materials and repairs

 

618,989

 

514,313

 

556,259

Depreciation and amortization

 

474,959

 

368,098

 

334,589

Airport-related expenses

 

93,886

 

118,837

 

109,605

Aircraft rentals

 

65,316

 

71,998

 

154,945

Aircraft fuel

 

61,739

 

119,115

 

117,657

CARES Act payroll support grant

(345,491)

Special items

 

 

21,869

 

Other operating expenses

 

222,797

 

243,729

 

272,826

Total operating expenses

 

2,018,304

 

2,459,705

 

2,747,399

OPERATING INCOME

 

108,802

 

512,258

 

474,280

OTHER INCOME (EXPENSE):

Interest income

 

5,879

 

14,131

 

8,823

Interest expense

 

(123,173)

 

(127,755)

 

(120,409)

Other, net

 

1,165

 

47,671

 

3,620

Total other expense, net

 

(116,129)

 

(65,953)

 

(107,966)

INCOME (LOSS) BEFORE INCOME TAXES

 

(7,327)

 

446,305

 

366,314

PROVISION FOR INCOME TAXES

 

1,188

 

106,206

 

85,942

NET INCOME (LOSS)

$

(8,515)

$

340,099

$

280,372

BASIC EARNINGS (LOSS) PER SHARE

$

(0.17)

$

6.68

$

5.40

DILUTED EARNINGS (LOSS) PER SHARE

$

(0.17)

$

6.62

$

5.30

Weighted average common shares:

Basic

 

50,195

 

50,932

 

51,914

Diluted

 

50,195

 

51,375

 

52,871

COMPREHENSIVE INCOME (LOSS):

Net income (loss)

$

(8,515)

$

340,099

$

280,372

Net unrealized appreciation on marketable securities, net of taxes

 

 

32

 

18

TOTAL COMPREHENSIVE INCOME (LOSS)

$

(8,515)

$

340,131

$

280,390

See accompanying notes to consolidated financial statements.

50

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Accumulated

Other

Common Stock

Retained

Treasury Stock

Comprehensive

Shares

Amount

Earnings

Shares

Amount

Income (Loss)

Total

Balance at December 31, 2017

    

80,398

 

672,593

 

1,516,957

 

(28,644)

 

(435,178)

 

(50)

 

1,754,322

Net income

 

 

 

280,372

 

 

 

 

280,372

Net unrealized appreciation on marketable securities, net of tax of $6

 

 

 

 

 

 

18

 

18

Exercise of common stock options and vested restricted stock units

 

780

 

2,174

 

 

 

 

 

2,174

Shares acquired from vested employee stock awards for income tax withholdings

(239)

(13,556)

(13,556)

Sale of common stock under employee stock purchase plan

 

61

 

3,038

 

 

 

 

 

3,038

Stock based compensation expense

 

 

13,105

 

 

 

 

 

13,105

Treasury stock purchases

 

 

 

 

(968)

 

(54,448)

 

 

(54,448)

Cash dividends declared ($0.40 per share)

 

 

 

(20,744)

 

 

 

 

(20,744)

Balance at December 31, 2018

 

81,239

 

690,910

 

1,776,585

 

(29,851)

 

(503,182)

 

(32)

 

1,964,281

Change in accounting principle and other (see Note 7)

(13,141)

(13,141)

Balance at December 31, 2018, as adjusted

81,239

690,910

1,763,444

(29,851)

(503,182)

(32)

1,951,140

Net income

 

 

 

340,099

 

 

 

 

340,099

Net unrealized appreciation on marketable securities, net of tax of $10

 

 

 

 

 

 

32

 

32

Exercise of common stock options and vested restricted stock units

 

707

 

3,106

 

 

 

 

 

3,106

Shares acquired from vested employee stock awards for income tax withholdings

(173)

(9,313)

(9,313)

Sale of common stock under employee stock purchase plan

 

65

 

3,165

 

 

 

 

 

3,165

Stock based compensation expense

 

 

5,770

 

 

 

 

 

5,770

Common stock purchased and cancelled

 

(268)

 

(16,145)

 

 

 

 

 

(16,145)

Treasury stock purchases

 

 

 

 

(1,396)

 

(78,476)

 

 

(78,476)

Cash dividends declared ($0.48 per share)

 

 

 

(24,364)

 

 

 

 

(24,364)

Balance at December 31, 2019

 

81,743

686,806

2,079,179

 

(31,420)

(590,971)

2,175,014

Change in accounting principle and other (see Note 1)

(11,639)

(11,639)

Balance at December 31, 2019, as adjusted

81,743

686,806

2,067,540

(31,420)

(590,971)

2,163,375

Net income (loss)

 

 

 

(8,515)

 

 

 

 

(8,515)

Exercise of common stock options and vested restricted stock units

 

287

38

 

 

 

 

 

38

Shares acquired from vested employee stock awards for income tax withholdings

(108)

(6,165)

(6,165)

Sale of common stock under employee stock purchase plan

 

65

2,781

 

 

 

 

 

2,781

Stock based compensation expense

 

 

6,802

 

 

 

 

 

6,802

Treasury stock purchases

 

 

 

 

(386)

(20,000)

 

 

(20,000)

Cash dividends declared ($0.14 per share)

 

 

 

(7,019)

 

 

 

 

(7,019)

Warrants issued under CARES Act agreements

8,248

8,248

Balance at December 31, 2020

 

82,095

$

704,675

$

2,052,006

 

(31,914)

$

(617,136)

$

$

2,139,545

See accompanying notes to consolidated financial statements.

51

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,

    

2020

2019

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

    

    

    

    

Net income (loss)

$

(8,515)

$

340,099

$

280,372

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

 

474,959

 

368,098

 

334,589

Stock based compensation expense

 

6,802

 

10,274

 

13,105

Write-off of maintenance assets

3,255

Increase in credit loss reserves

17,087

Loss on disposal of fixed assets

445

Net increase in deferred income taxes

 

6,100

 

109,654

 

99,139

Gain on sale of ExpressJet subsidiary

(46,525)

Special items

 

 

21,869

 

Changes in operating assets and liabilities:

Decrease (increase) in receivables

 

26,831

 

(40,700)

 

(21,464)

Decrease (increase) in income tax receivable

 

7,225

 

14,795

 

(20,620)

Decrease (increase) in inventories

 

19,307

 

(4,303)

 

(7,935)

Decrease in other current assets

 

8,233

 

2,707

 

77,484

Decrease in operating lease right-of-use assets

53,647

Increase in operating lease liabilities

(65,557)

(895)

Increase in deferred revenue

110,728

Decrease in deferred aircraft credits

 

 

 

(14,243)

Increase (decrease) in accounts payable and other current liabilities

 

(26,984)

 

(54,043)

 

62,107

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

633,563

 

721,030

 

802,534

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of marketable securities

 

(1,347,775)

 

(1,938,750)

 

(2,308,768)

Sales of marketable securities

 

1,170,556

 

1,866,761

 

2,451,344

Net cash received from sale of ExpressJet subsidiary

 

 

53,200

 

Acquisition of property and equipment:

Aircraft and rotable spare parts

 

(425,618)

 

(581,329)

 

(1,062,380)

Buildings and ground equipment

 

(12,678)

 

(80,586)

 

(34,397)

Proceeds from the sale of aircraft, property and equipment

 

3,239

 

26,008

 

Deposits on aircraft

(9,625)

(52,817)

(41,937)

Return of deposits applied towards acquired aircraft

27,858

46,346

49,550

Decrease (increase) in other assets

 

(89,428)

 

4,133

 

(36,816)

NET CASH USED IN INVESTING ACTIVITIES

 

(683,471)

 

(657,034)

 

(983,404)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt

 

406,364

 

200,040

 

784,665

Principal payments on long-term debt

 

(187,404)

 

(382,442)

 

(370,775)

Net proceeds from issuance of common stock

 

2,819

 

6,271

 

5,212

Purchase of treasury stock

 

(20,000)

 

(78,476)

 

(54,448)

Purchase of common stock

(16,145)

Employee income tax paid on vested equity awards

(6,165)

(9,313)

(13,556)

Payment of debt issuance cost

(4,130)

(1,642)

(3,892)

Payment of cash dividends

 

(13,059)

 

(23,467)

 

(19,744)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

178,425

 

(305,174)

 

327,462

Increase (decrease) in cash and cash equivalents

 

128,517

 

(241,178)

 

146,592

Cash and cash equivalents at beginning of period

 

87,206

 

328,384

 

181,792

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

215,723

$

87,206

$

328,384

See accompanying notes to consolidated financial statements.

52

SKYWEST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

Year Ended December 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

2020

2019

2018

Non-cash investing and financing activities:

Acquisition of rotable spare parts

$

22,187

$

16,514

$

367

Debt assumed on aircraft acquired under operating leases

$

$

14,475

$

59,132

Engines contributed to joint venture

$

$

22,313

$

Non-cash assets used to acquire aircraft under operating leases

$

$

153,566

$

Lease liability arising from the recognition of right-of-use asset

$

$

456,472

$

Warrants issued under CARES Act agreements

$

8,248

$

$

Cash paid during the period for:

Interest, net of capitalized amounts

$

125,440

$

131,733

$

118,268

Income taxes

$

1,780

$

2,490

$

2,661

SUPPLEMENTAL DISCLOSURE OF SALE OF SUBSIDIARY:

Decrease in carrying amount of assets

$

$

(101,448)

$

Decrease in carrying amount of liabilities

68,341

Cash received from buyers

79,632

Gain on sale of subsidiary

$

$

46,525

$

See accompanying notes to consolidated financial statements.

53

SKYWEST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

(1) Nature of Operations and Summary of Significant Accounting Policies

SkyWest, Inc. (the “Company”), through its subsidiary, SkyWest Airlines, Inc. (“SkyWest Airlines”) operates the largest regional airline in the United States. On January 22, 2019, the Company completed the sale of its former wholly owned subsidiary, ExpressJet Airlines, Inc. (“ExpressJet”). As of December 31, 2020, SkyWest Airlines offered scheduled passenger service under code-share agreements with Delta Air Lines, Inc. (“Delta”), United Airlines, Inc. (“United”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) with approximately 1,770 total daily departures to destinations in the United States, Canada, Mexico and the Caribbean. Additionally, the Company provides airport customer service and ground handling services for other airlines throughout its system. As of December 31, 2020, the Company had 601 total aircraft in its fleet, including 452 aircraft in scheduled service under its code-share agreements, summarized as follows:

    

CRJ200

    

CRJ700

    

CRJ900

    

E175

    

Total

 

Delta

 

26

6

39

71

142

United

 

104

19

90

213

American

 

65

65

Alaska

 

32

32

Aircraft in scheduled service

130

90

39

193

452

Leased to third parties

 

2

34

5

41

Other*

 

74

30

4

108

Total Fleet

 

206

154

48

193

601

*As of December 31, 2020, these aircraft have been removed from service and are in the process of being placed under a leasing arrangement with a third party, are aircraft transitioning between code-share agreements with the Company’s major airline partners and being used as a supplemental spare aircraft, or are in the process of being parted out.

For the year ended December 31, 2020, approximately 47.1% of the Company’s aircraft in scheduled service operated for United, approximately 31.4% was operated for Delta, approximately 14.4% was operated for American and approximately 7.1% was operated for Alaska.

SkyWest Airlines has been a code-share partner with Delta since 1987, United since 1997, Alaska since 2011 and American since 2012. As of December 31, 2020, SkyWest Airlines operated as a Delta Connection carrier primarily in Salt Lake City, Detroit and Minneapolis, a United Express carrier primarily in Los Angeles, San Francisco, Denver, Houston, Chicago and the Pacific Northwest, an American carrier primarily in Chicago, Dallas, Los Angeles and Phoenix and an Alaska carrier primarily in the Pacific Northwest.

SkyWest Airlines operates the following aircraft manufactured by Bombardier Aerospace (“Bombardier”): CRJ200s, CRJ700s and CRJ900s, and E175s manufactured by Embraer S.A. (“Embraer”). The CRJ200 is a single-class 50-seat aircraft. The CRJ700, CRJ900 and E175 aircraft have a dual-class seat configuration typically configured with 65 to 76 seats.

54

Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and the SkyWest Airlines, ExpressJet (for the periods owned by the Company) and SkyWest Leasing segments, with all inter-company transactions and balances having been eliminated.

In preparing the accompanying consolidated financial statements, the Company has reviewed, as determined necessary by the Company’s management, events that have occurred after December 31, 2020, through the filing date of the Company’s annual report with the U.S. Securities and Exchange Commission.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had 0 restricted cash as of December 31, 2020 and 2019.

Marketable Securities

The Company’s investments in debt securities are classified as available-for-sale and are reported at fair market value with the net unrealized appreciation reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. At the time of sale, any realized appreciation or depreciation, calculated by the specific identification method, is recognized in other income and expense. At December 31, 2020 and 2019, the fair market value of the available-for-sale securities was the amortized cost. The Company’s position in marketable securities as of December 31, 2020 and 2019 was as follows (in thousands):

Gross unrealized

Gross unrealized

At December 31, 2020

    

Amortized Cost

    

holding gains

    

holding losses

    

Fair market value

 

Total cash and cash equivalents

$

215,723

$

$

$

215,723

Marketable securities:

Bond and bond funds

$

117,928

$

$

$

117,928

Commercial Paper

 

492,257

 

 

 

492,257

Total marketable securities

$

610,185

$

$

$

610,185

Total assets measured at fair value

$

825,908

$

$

$

825,908

Gross unrealized

Gross unrealized

At December 31, 2019

    

Amortized Cost

    

holding gains

    

holding losses

    

Fair market value

 

Total cash and cash equivalents

$

87,206

$

$

$

87,206

Marketable securities:

Bond and bond funds

$

267,243

$

$

$

267,243

Commercial Paper

 

165,723

 

 

 

165,723

Total marketable securities

$

432,966

$

$

$

432,966

Total assets measured at fair value

$

520,172

$

$

$

520,172

As of December 31, 2020 and 2019, the Company had classified $610.2 million and $433.0 million of marketable securities, respectively, as short-term since it had the ability to redeem the securities within one year. 

55

Inventories

Inventories include expendable parts, fuel and supplies and are valued at cost (FIFO basis) less an allowance for obsolescence based on historical results, excess parts and management’s expectations of future operations. Expendable inventory parts are charged to expense as used. An obsolescence allowance for flight equipment expendable parts is accrued based on estimated lives of the corresponding fleet types and salvage values. The inventory allowance as of December 31, 2020 and 2019 was $19.7 million and $15.9 million, respectively.

Property and Equipment

Property and equipment are stated at cost and depreciated over their useful lives to their estimated residual values using the straight-line method as follows:

Assets

Depreciable Life

Current Residual Value

Aircraft, rotable spares, and spare engines

up to 22 years

up to 20

%

Ground equipment

up to 10 years

0

%

Office equipment

up to 7 years

0

%

Leasehold improvements

Shorter of 15 years or lease term

0

%

Buildings

20 - 39.5 years

0

%

Impairment of Long-Lived Assets

As of December 31, 2020, the Company had approximately $5.4 billion of property and equipment and related assets. In accounting for these long-lived and intangible assets, the Company makes estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets and operating cash flow losses associated with the use of the long-lived assets. On a periodic basis, the Company evaluates whether impairment indicators are present. When considering whether or not impairment of long-lived assets exists, the Company groups similar assets together at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and compare the undiscounted cash flows for each asset group to the net carrying amount of the assets supporting the asset group. Asset groupings are done at the fleet or contract level.

The Company did 0t recognize any impairment charges of long-lived assets during the years ended December 31, 2020, 2019 and 2018.

Capitalized Interest

Interest is capitalized on aircraft purchase deposits as a portion of the cost of the asset and is depreciated over the estimated useful life of the asset. During the years ended December 31, 2020, 2019 and 2018, the Company capitalized interest costs of approximately $1.7 million, $1.6 million, and $1.5 million, respectively.

Maintenance

The Company operates under a U.S. Federal Aviation Administration approved continuous inspection and maintenance program. The Company uses the direct expense method of accounting for its regional jet engine overhauls wherein the expense is recorded when the overhaul event occurs. The Company has engine services agreements with third-party vendors to provide long-term engine services covering the scheduled and unscheduled repairs for most of its aircraft. Under the terms of the agreements, the Company pays a fixed dollar amount per engine hour flown on a monthly basis and the third-party vendors will assume the responsibility to repair the engines at no additional cost to the Company, subject to certain specified exclusions. Maintenance costs under these contracts are recognized when the engine hour is flown pursuant to the terms of each contract.

56

The costs of maintenance for airframe and avionics components, landing gear and other recurring maintenance are expensed as incurred. During the year ended December 31, 2020, the Company wrote-off $3.7 million of long-lived maintenance assets at maintenance locations the Company vacated during the year.

Flying Agreements and Airport Customer Service and Other Revenues

The Company recognizes flying agreements revenue and airport customer service and other revenues when the service is provided under its code-share agreements. Under the Company’s fixed-fee arrangements (referred to as “capacity purchase agreements”, “fixed-fee arrangements,” or “fixed-fee contracts”) with Delta, United, American and Alaska (each, a “major airline partner”), the major airline partner generally pays the Company a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month with additional incentives based on flight completion and on-time performance. The major airline partner also directly pays for or reimburses the Company for certain direct expenses incurred under the capacity purchase arrangement, such as fuel, airport landing fees and airport rents. Under the capacity purchase arrangements, the Company’s performance obligation is met and revenue is recognized when each flight is completed, measured in completed block hours, and is reflected in flying agreements revenue. The transaction price for the capacity purchase agreements is determined from the fixed-fee consideration, incentive consideration and directly reimbursed expenses earned as flights are completed over the agreement term. For the year ended December 31, 2020, capacity purchase arrangements represented approximately 87.0% of the Company’s flying agreements revenue.

Under the Company’s prorate arrangements (referred to as a “prorate” or “revenue-sharing” arrangement), the major airline partner and the Company negotiate a passenger fare proration formula, pursuant to which the Company receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on a Company airline and the other portion of their trip on the major airline partner. Under the Company’s prorate flying agreements, the performance obligation is met and revenue is recognized when each flight is completed based upon the portion of the prorate passenger fare the Company anticipates that it will receive for each completed flight. The transaction price for the prorate agreements is determined from the proration formula derived from each passenger ticket amount on each completed flight over the agreement term. For the year ended December 31, 2020, prorate flying arrangements represented approximately 13.0% of the Company’s flying agreements revenue.

Lease, airport services and other revenues primarily consist of ground handling functions, such as gate and ramp agent services at applicable airports where the Company provides such services. The transaction price for airport customer service agreements is determined from an agreed-upon rate by location applied to the applicable number of flights handled by the Company over the agreement term. Additionally, airport customer service and other revenues includes revenue generated from aircraft and spare engines leased to third parties. Of the Company’s $5.4 billion of property and equipment, net as of December 31, 2020, $271.1 million of regional jet aircraft and spare engines were leased to third parties under operating leases. The Company mitigates the residual asset risks of these assets by leasing aircraft and engine types that can be operated by the Company in the event of a default. A portion of the Company’s leases to third parties contain variable payments from lessees based on departures where the Company pays for maintenance. Additionally, the operating leases typically have specified lease return condition requirements paid by the lessee to the Company and the Company typically maintains inspection rights under the leases.

The following table represents the Company’s flying agreements revenue by type for the years ended December 31, 2020, 2019 and 2018 (in thousands):

For the year ended December 31,

    

2020

   

2019

   

2018

Capacity purchase agreements revenue: flight operations

$

945,008

$

1,538,062

$

1,856,253

Capacity purchase agreements revenue: aircraft lease

 

846,933

 

830,247

 

814,518

Prorate agreements revenue

 

268,860

 

520,956

 

498,749

Flying agreements revenue

$

2,060,801

$

2,889,265

$

3,169,520

57

A portion of the Company’s compensation under its capacity purchase agreements is designed to reimburse the Company for certain aircraft ownership costs. The consideration for aircraft ownership costs varies by agreement but is intended to cover either the Company’s aircraft principal and interest debt service costs, its aircraft depreciation and interest expense or its aircraft lease expense costs while the aircraft is under contract. The consideration received for the use of the aircraft under the Company’s capacity purchase agreements is reflected as lease revenue, inasmuch as the agreements identify the “right of use” of a specific type and number of aircraft over a stated period of time. The lease revenue associated with the Company’s capacity purchase agreements is accounted for as an operating lease and is reflected as flying agreements revenue on the Company’s consolidated statements of comprehensive income. The Company has not separately stated aircraft rental income and aircraft rental expense in the consolidated statement of comprehensive income since the use of the aircraft is not a separate activity of the total service provided.

Under the Company’s capacity purchase agreements, the Company is paid a fixed amount per month per aircraft over the contract term. The Company recognizes revenue attributed to the Fixed Monthly Payments proportionate to the number of block hours complete during each reporting period, relative to the estimated number of block hours we anticipate completing over the remaining contract term. Due to the material decrease in completed block hours in 2020 from historical levels and from anticipated future levels over the remaining contract terms, the Company determined the amount of Fixed Monthly Payments received in 2020 was disproportionately high relative to the number of block hours completed during 2020. The Company anticipates the future number of block hours it will complete over the remaining capacity purchase agreements will significantly increase from 2020 levels. Accordingly, the Company deferred recognizing revenue of $110.7 million of fixed monthly cash payments the Company received under its capacity purchase agreements during 2020. The Company’s deferred revenue related to the fixed payments will adjust over the remaining contract term for each capacity purchase agreement based on the number of block hours it completes each reporting period relative to the number of block hours it anticipates completing over the remaining contract term of each capacity purchase agreement.

The Company’s capacity purchase and prorate agreements include weekly provisional cash payments from the respective major airline partner based on a projected level of flying each month. The Company and each major airline partner subsequently reconcile these payments to the actual completed flight activity on a monthly or quarterly basis.

In the event a flying agreement includes a mid-term rate reset to adjust rates prospectively and the contractual rates under the Company’s flying agreements have not been finalized at quarterly or annual financial statement dates, the Company applies the variable constraint guidance under Topic 606, where the Company records revenue to the extent it believes that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

In several of the Company’s agreements, the Company is eligible to receive incentive compensation upon the achievement of certain performance criteria. The incentives are defined in the agreements and are measured and determined on a monthly, quarterly or semi-annual basis. At the end of each period during the term of an agreement, the Company calculates the incentives achieved during that period and recognizes revenue attributable to that agreement accordingly, subject to the variable constraint guidance under Topic 606.

The following summarizes the significant provisions of each code-share agreement the Company has with each major airline partner through SkyWest Airlines:

Delta Connection Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

Delta Connection Agreement

(capacity purchase arrangement)

E175

CRJ 900

CRJ 700

71

39

6

Individual aircraft have scheduled removal dates from 2021 to 2030

The average remaining term of the aircraft under contract is 5.7 years

Delta Connection Prorate Agreement (prorate arrangement)

CRJ 200

26

Terminable with 30-day notice

58

United Express Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

United Express Agreements

(capacity purchase arrangement)

E175

CRJ 700

CRJ 200

90

19

70

Individual aircraft have scheduled removal dates under the agreement between 2022 and 2029

The average remaining term of the aircraft under contract is 4.9 years

United Express Prorate Agreement (prorate arrangement)

CRJ 200

34

Terminable with 120-day notice

American Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

American Agreement

(capacity purchase arrangement)

CRJ 700

65

Individual aircraft have scheduled removal dates from 2022 to 2026

The average remaining term of the aircraft under contract is 3.3 years

Alaska Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

Alaska Agreement

(capacity purchase arrangement)

E175

32

Individual aircraft have scheduled removal dates from 2027 to 2030

The average remaining term of the aircraft under contract is 8.2 years

In addition to the contractual arrangements described above, as of December 31, 2020, SkyWest Airlines entered into a capacity purchase agreement with American to place 20 E175 aircraft into service. The delivery dates for the 20 new E175 aircraft are currently scheduled for 2021 and 2022 and the aircraft are expected to be placed into service in 2022. SkyWest Airlines also entered into an agreement with American to place 25 used CRJ700s under a multi-year capacity purchase agreement beginning in 2021. Final delivery dates may be adjusted based on various factors.

SkyWest Airlines also entered into an agreement with Delta to place 1 CRJ900 aircraft under a capacity purchase agreement in 2021. The Company anticipates Delta will acquire the aircraft and SkyWest operate the aircraft.

When an aircraft is scheduled to be removed from a capacity purchase arrangement, the Company may, as practical under the circumstances, negotiate an extension with the respective major airline partner, negotiate the placement of the aircraft with another major airline partner, return the aircraft to the lessor if the aircraft is leased and the lease is expiring, place owned aircraft for sale, or pursue other uses for the aircraft. Other uses for the aircraft may include placing the aircraft in a prorate arrangement, leasing the aircraft to a third party or parting out the aircraft to use the engines and parts as spare inventory or to lease the engines to a third party.

The following table represents the Company’s lease, airport services and other revenues for the years ended December 31, 2020, 2019 and 2018 (in thousands):

For the year ended December 31,

    

2020

    

2019

    

2018

Airport customer service and other revenue

$

25,804

$

45,538

$

48,236

Operating lease income relating to lease payments

 

34,791

 

27,552

 

3,923

Operating lease income relating to variable lease payments

 

5,710

 

9,608

 

Lease, airport services and other

$

66,305

$

82,698

$

52,159

59

The following table summarizes future minimum rental income under operating leases primarily related to leased aircraft that had remaining non-cancelable lease terms as of December 31, 2020 (in thousands):

2021

    

$

43,573

 

2022

 

43,390

2023

 

42,837

2024

 

42,530

2025

 

39,082

Thereafter

 

155,089

$

366,501

The Company’s operating revenues could be impacted by a number of factors, including changes to the Company’s code-share agreements with its major airline partners, changes in flight schedules, contract modifications resulting from contract renegotiations, the Company’s ability to earn incentive payments contemplated under the Company’s code-share agreements and settlement of reimbursement disputes with the Company’s major airline partners.

Other ancillary revenues commonly associated with airlines, such as baggage fee revenue, ticket change fee revenue and the marketing component of the sale of mileage credits, are retained by the Company’s major airline partners on flights that the Company operates under its code-share agreements.

As of December 31, 2020, the Company had $34.5 million in accounts receivable of which $27.5 million related to flying agreements. As of December 31, 2019, the Company had $83.0 million in accounts receivable of which $58.8 million related to flying agreements.

Allowance for Credit Losses

The Company monitors publicly available credit ratings for entities for which the Company has a significant receivable balance. As of December 31, 2020, the Company had gross receivables of $56.1 million in current assets and gross receivables of $157.4 million in other long-term assets. The Company has established credit loss reserves based on publicly available historic default rates issued by a third party for companies with similar credit ratings, factoring in the term of the respective accounts receivable or note receivable. During the twelve months ended December 31, 2020, the collectability on a note receivable from Kair Enterprises, Inc. associated with the Company’s sale of ExpressJet in 2019 became uncertain due to ExpressJet ceasing operations during the year and the credit ratings were lowered on certain entities for which the Company has outstanding accounts receivable or notes receivable, which were the primary drivers for the increase in the Company’s credit loss reserve when benchmarked against historic default rates as of January 1, 2020, when the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” (“Topic 326”).

The following table summarizes the changes in allowance for credit losses:

    

Allowance for Credit Losses

Balance at January 1, 2020

$

15,388

Additions to credit loss reserves

 

30,837

Write-offs charged against allowance

 

Balance at December 31, 2020

$

46,225

Income Taxes

The Company recognizes a net liability or asset for the deferred tax consequences of all temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that are expected to result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled.

60

Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income (loss) per common share. During the year ended December 31, 2020, 1,074,375 shares reserved for the issuance of employee equity awards and warrants to acquire the Company’s common stock were excluded in the computation of Diluted EPS since the Company reported a net loss for the year ended December 31, 2020. During the year ended December 31, 2019, 150,000 performance share units (at target performance) were excluded in the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of December 31, 2019. During the year ended December 31, 2018, 207,000 performance share units (at target performance) were excluded in the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of December 31, 2018. The calculation of the weighted average number of common shares outstanding for Basic EPS and Diluted EPS are as follows for the years ended December 31, 2020, 2019 and 2018 (in thousands):

Year Ended December 31,

2020

2019

2018

 

Numerator:

    

    

    

    

    

    

Net income (loss)

$

(8,515)

$

340,099

$

280,372

Denominator:

Basic earnings per share weighted average shares

 

50,195

 

50,932

 

51,914

Dilution due to stock options and restricted stock units

 

 

443

 

957

Diluted earnings per share weighted average shares

 

50,195

 

51,375

 

52,871

Basic earnings (loss) per share

$

(0.17)

$

6.68

$

5.40

Diluted earnings (loss) per share

$

(0.17)

$

6.62

$

5.30

Comprehensive Income (Loss)

Comprehensive income (loss) includes charges and credits to stockholders’ equity that are not the result of transactions with the Company’s shareholders, including changes in unrealized appreciation on marketable debt securities.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for receivables and accounts payable approximate fair values because of the immediate or short-term maturity of these financial instruments. Marketable securities are reported at fair value based on market quoted prices in the consolidated balance sheets. If quoted prices in active markets are no longer available, the Company has estimated the fair values of these securities utilizing a discounted cash flow analysis. These analyses consider, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction. The fair value of the Company’s long-term debt is estimated based on current rates offered to the Company for similar debt and was approximately $3,244.0 million as of December 31, 2020, as compared to the carrying amount of $3,236.0 million as of December 31, 2020. The Company’s fair value of long-term debt as of December 31, 2019 was $3,049.1 million as compared to the carrying amount of $3,017.5 million as of December 31, 2019.

Segment Reporting

Generally accepted accounting principles require disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance. The Company’s 3 operating segments (prior to the sale of ExpressJet in January 2019) consist of the operations conducted by SkyWest Airlines, ExpressJet (for the periods owned by the Company) and SkyWest Leasing. Following the sale of ExpressJet, the Company has 2

61

reportable segments: SkyWest Airlines and SkyWest Leasing. Information pertaining to the Company’s reportable segments is presented in Note 3, Segment Reporting.

Recent Accounting Pronouncements

Recently Adopted Standards

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” (“Topic 326”), which requires measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosure regarding significant estimates and judgments used in estimating credit losses. Topic 326 is effective for the Company beginning January 1, 2020. The Company adopted Topic 326 on January 1, 2020. The Company’s primary financial assets as of December 31, 2019 included trade receivables from its flying agreements, a note receivable from the sale of ExpressJet, and receivables from aircraft manufacturers and other third parties in the airline industry. The Company recorded a credit loss of $11.6 million net of income tax in conjunction with the adoption of Topic 326. The Company recorded this credit loss as a January 1, 2020 beginning balance sheet entry to retained earnings (net of income tax). See Note 1, “Flying Agreements Revenue and Lease, Airport Services and Other Revenues,” for more information on the application of Topic 326 on the Company’s results for 2020.

(2) Impact of the COVID-19 Pandemic

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has continued to spread around the world and driven the implementation and continuation of significant, government-imposed measures to prevent or reduce its spread, including travel restrictions, closing of borders, “shelter in place” orders and business closures. Consequently, the Company and its major airline partners, have experienced an unprecedented decline in the demand for air travel, which has materially and adversely affected the Company’s revenues, particularly under its prorate arrangements. The continued spread of the virus and the ongoing global pandemic has affected nearly all of the domestic and international networks of the Company’s major airline partners for whom it conducts flight operations and relies on to set its flight schedules. While the length and severity of the reduction in demand due to COVID-19 are uncertain, the Company presently expects a continued significant negative impact on its results of operations at a minimum through 2021.

In response to these developments, the Company has implemented measures to focus on the personal safety of its passengers and employees, while at the same time seeking to mitigate the impact on the Company’s financial position and operations. These measures include, but are not limited to, the following:

Focus on the Personal Safety of Passengers and Employees. The safety and well-being of the Company’s passengers and employees are the Company’s priorities in every decision it makes. As the COVID-19 pandemic has developed, the Company has taken numerous steps to help passengers and employees take appropriate safety measures on the ground and in the air in keeping with current Centers for Disease Control and Prevention recommendations, including:

Working with the Company’s major airline partners.

For the year ended December 31, 2018, approximately 48.6% of the Company’spartners to enhance its aircraft in scheduled service operated for United, approximately 33.4% was operated for Delta, approximately 12.6% was operated for American and approximately 5.4% was operated for Alaska.

SkyWest Airlines has been a code-share partner with Delta since 1987, United since 1997, Alaska since 2011 and American since 2012. As of December 31, 2018, SkyWest Airlines operated as a Delta Connection carrier primarily in Salt Lake City and Minneapolis, a United Express carrier primarily in Los Angeles, San Francisco, Denver, Houston, Chicago and the Pacific Northwest, an American carrier primarily in Chicago, Los Angeles and Phoenix and an Alaska carrier primarily in the Pacific Northwest.

As of December 31, 2018, ExpressJet operated as a United Express carrier primarily in Chicago (O’Hare), Cleveland, Newark and Houston and an American carrier primarily in Dallas.

The Company’s subsidiaries operate the following aircraft manufactured by Bombardier Aerospace (“Bombardier”) and Embraer S.A. (“Embraer”): CRJ200s, CRJ700s, Bombardier CRJ900 regional jets (“CRJ900s”),  “ERJ145s and Embraer E175 dual-class regional jet aircraft (which are typically configured with 70 or 76 seats) (“E175s”).  

53


Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and the SkyWest Airlines, ExpressJet and SkyWest Leasing segments, with all inter‑company transactions and balances having been eliminated.

In preparing the accompanying consolidated financial statements, the Company has reviewed, as determined necessary by the Company’s management, events that have occurred after December 31, 2018, through the filing date of the Company’s annual report with the U.S. Securities and Exchange Commission. The Company reclassified certain prior period amounts to conform to the current period presentation (see Recent Accounting Pronouncements).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no restricted cash as of December 31, 2018 and 2017.

Marketable Securities

The Company’s investments are classified as available-for-sale and are reported at fair market value with the net unrealized appreciation reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. At the time of sale, any realized appreciation or depreciation, calculated by the specific identification method, is recognized in other income and expense. The Company’s position in marketable securities as of December 31, 2018 and 2017 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross unrealized

 

Gross unrealized

 

 

 

 

At December 31, 2018

    

Amortized Cost

    

holding gains

    

holding losses

    

Fair market value

 

Total cash and cash equivalents

 

$

328,384

 

$

 —

 

$

 —

 

$

328,384

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond and bond funds

 

$

229,825

 

$

 —

 

$

(42)

 

$

229,783

 

Commercial Paper

 

 

131,163

 

 

 —

 

 

(1)

 

 

131,162

 

Total marketable securities

 

$

360,988

 

$

 —

 

$

(43)

 

$

360,945

 

Total assets measured at fair value

 

$

689,372

 

$

 —

 

$

(43)

 

$

689,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross unrealized

 

 

Gross unrealized

 

 

 

 

At December 31, 2017

    

Amortized Cost

    

holding gains

    

holding losses

    

Fair market value

 

Total cash and cash equivalents

 

$

181,792

 

$

 

$

 

$

181,792

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond and bond funds

 

$

344,479

 

$

 —

 

$

(228)

 

$

344,251

 

Commercial Paper

 

 

159,252

 

 

 —

 

 

 —

 

 

159,252

 

Total marketable securities

 

$

503,731

 

$

 —

 

$

(228)

 

$

503,503

 

Total assets measured at fair value

 

$

685,523

 

$

 —

 

$

(228)

 

$

685,295

 

As of December 31, 2018 and 2017, the Company had classified $360.9 million and $503.5 million of marketable securities, respectively, as short‑term since it had the ability to redeem the securities within one year. 

54


Inventories

Inventories include expendable parts, fuel and supplies and are valued at cost (FIFO basis) less an allowance for obsolescence based on historical results, excess parts and management’s expectations of future operations. Expendable inventory parts are charged to expense as used. An obsolescence allowance for flight equipment expendable parts is accrued based on estimated lives of the corresponding fleet types and salvage values. The inventory allowance as of December 31, 2018 and 2017 was $22.1 million and $17.1 million, respectively. These allowances are based on management estimates.

Property and Equipment

Property and equipment are stated at cost and depreciated over their useful lives to their estimated residual values using the straight‑line method as follows:

Assets

Depreciable Life

Current Residual Value

Aircraft, rotable spares, and spare engines

up to 22 years

up to 20

%

Ground equipment

up to 10 years

 0

%

Office equipment

up to 7 years

0

%

Leasehold improvements

Shorter of 15 years or lease term

0

%

Buildings

20 - 39.5 years

0

%

cleaning procedures.

Impairment of Long-Lived Assets

As of December 31, 2018, the Company had approximately $5.0 billion of property and equipment and related assets. In accounting for these long‑lived and intangible assets, the Company makes estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long‑lived assets, a significant change in the condition of the long‑lived assets and operating cash flow losses associated
Working with the use of the long‑lived assets. On a periodic basis, the Company evaluates whether impairment indicators are present. When considering whether or not impairment of long‑lived assets exists, the Company groups similar assets together at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and compare the undiscounted cash flows for each asset group to the net carrying amount of the assets supporting the asset group. Asset groupings are done at the fleet or contract level. 

The Company did not recognize any impairment charges of long-lived assets during the years ended December 31, 2018 and 2017.

During the year ended December 31, 2016, the Company impaired certain long-lived assets relating to the CRJ200 aircraft and ERJ145 aircraft type specific assets. See Note 7, Special Items

Capitalized Interest

Interest is capitalized on aircraft purchase deposits as a portion of the cost of the asset and is depreciated over the estimated useful life of the asset. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized interest costs of approximately $1.5 million, $1.4 million, and $1.5 million, respectively.

Maintenance

The Company operates under a U.S. Federal Aviation Administration approved continuous inspection and maintenance program. The Company uses the direct expense method of accounting for its regional jet engine overhauls wherein the expense is recorded when the overhaul event occurs. The Company has engine services agreements with third-party vendors to provide long-term engine services covering the scheduled and unscheduled repairs for most of its CRJ200 aircraft, CRJ700 aircraft, ERJ145 aircraft and E175 aircraft. Under the terms of the agreements, the Company

55


pays a fixed dollar amount per engine hour flown on a monthly basis and the third-party vendors will assume the responsibility to repair the engines at no additional cost to the Company, subject to certain specified exclusions. Maintenance costs under these contracts are recognized when the engine hour is flown pursuant to the terms of each contract.

The costs of maintenance for airframe and avionics components, landing gear and other recurring maintenance are expensed as incurred.

Flying Agreements and Airport Customer Service and Other Revenues

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014‑09, “Revenue from Contracts with Customers, (Topic 606)” (“Topic 606”).  Under Topic 606, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service.  The Company adopted this standard as of January 1, 2018, utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented.  Under the new standard, the Company concluded that the individual flights are distinct services and the flight services promised in a capacity purchase agreement represent a series of services that should be accounted for as a single performance obligation, recognized over time as the flights are completed. Performance obligations are deemed met upon the completion of each individual flight.  The major airline partners make provisional cash payments to the Company during each month of service based on monthly flight schedules and the provisional cash payments are reconciled based on actual completed flights after each month’s flight activity is completed.  The compensation associated with the use of the aircraft under the Company’s fixed-fee agreements is considered lease revenue as the agreements identify the “right of use” of a specific type and number of aircraft over the agreement term and was not impacted by the adoption of ASC 606.  The adoption of Topic 606 did not have a material impact on recorded amounts when applied to the opening balance sheet as of January 1, 2018.  The adoption of Topic 606 only affected the Company’s consolidated balance sheets and statements of comprehensive income classification, with no impact on the Company’s operating income (loss), net income (loss), earnings (loss) per share or cash flows, however the principal versus agent considerations under Topic 606 resulted in the Company recording directly reimbursed fuel expense under its fixed-fee contracts as a reduction to the applicable operating expense (net) rather than revenue (gross).  This classification change resulted in a reduction to total revenue and a reduction to operating expenses by the same amount, resulting in no change to operating income.  Additionally, under the nonrefundable up-front fees and contract costs considerations of Topic 606, reimbursements from the Company’s major airline partners to provide masks for up-front contract costs will be deferredcrewmembers and amortized overensuring that all fleet service personnel have the contract term.  The related up-front costsnecessary personal protective equipment for disinfecting the aircraft.

Providing a number of options to obtain the contract will also be capitalizedemployees who are diagnosed with COVID-19, including pay protection and amortized over the contract term.  As the amount of the up-front reimbursement is determined from the Company’s actual costs to fulfill the contract, this change did not impact the Company’s operating income (loss) as the amount of deferred revenueextended leave options.
Implementing workforce social distancing and the amount of capitalized costs will be recognized over the same period.  This change also resulted in a deferred revenue liabilityprotection measures, and a capitalized contract cost on the balance sheet of the same amount.

The Company recognizes flying agreements and airport customer service and other revenues when the service is provided under its code-share agreements. Under the Company’s fixed-fee arrangements (referred to as “fixed-fee arrangements, “fixed-fee contracts” or “capacity purchase agreements”) with Delta, United, American and Alaska (each, a “major airline partner”), the major airline partner generally pays the Company a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month with additional incentives based on flight completion and on-time performance. The major airline partner also directly reimburses the Company for certain direct expenses incurred under the fixed-fee arrangement, such as airport landing fees and airport rents. Under the fixed-fee arrangements, revenue is earned when each flight is completed and is reflected in flying agreements revenue. The transaction price for the fixed-fee agreements is determined from the fixed-fee consideration, incentive consideration and directly reimbursed expenses earned as flights are completed over the agreement term. 

A portionenhanced cleaning of the Company’s compensation under its fixed-fee agreements is designedfacilities, including training facilities, using methods and products similar to reimburse the Company for certain aircraft ownership costs. The consideration for aircraft ownership costs varies by agreement, but is intended to cover either the Company’s aircraft principal and interest debt service costs, its aircraft depreciation and interest expense or its aircraft lease expense costs while the aircraft is under contract. The consideration received for the

56


use of the aircraft under the Company’s fixed-fee agreements is reflected as lease revenue, inasmuch as the agreements identify the “right of use” of a specific type and number of aircraft over a stated period of time. The amount of compensation deemed to be lease revenue is determined from the agreed upon rates for the use of aircraft included each fixed-fee agreement. The lease revenue associated with the Company’s fixed-fee agreements is accounted for as an operating lease and is reflected as flying agreements revenue on the Company’s consolidated statements of comprehensive income.

 For the year ended December 31, 2018, fixed-fee arrangements represented approximately 84.3% of the Company’s flying agreements revenue.

Under the Company’s revenue-sharing arrangements (referred to as a “revenue-sharing” or “prorate” arrangement), the major airline partner and the Company negotiate a passenger fare proration formula, pursuant to which the Company receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on a Company airline and the other portion of their trip on the major airline partner.  Revenue is recognized under the Company’s prorate flying agreements when each flight is completed based upon the portion of the prorate passenger fare the Company anticipates that it will receive for each completed flight. The transaction price for the prorate agreements is determined from the proration formula derived from each passenger ticket amount on each completed flight over the agreement term.  For the year ended December 31, 2018, prorate flying arrangements represented approximately 15.7% of the Company’s flying agreements revenue.

In the event that the contractual rates under the agreements have not been finalized at quarterly or annual financial statement dates, the Company records revenues based on the lower of prior period’s approved rates, as adjusted to reflect any contract negotiations and the Company’s estimate of rates that will be implemented in accordance with revenue recognition guidelines.  In the event the Company has a reimbursement dispute with a major airline partner, the Company evaluates the dispute under Topic 606 and, provided the revenue recognition criteria have been met, the Company recognizes revenue based on management’s estimate of the resolution of the dispute subject to the variable constraint guidance under Topic 606.

Other ancillary revenues commonly associated with airlines, such as baggage fee revenue, ticket change fee revenue and the marketing component of the sale of mileage credits, are retained by the Company’s major airline partners on flights that the Company operates under its code‑share agreements.

The following table represents the Company’s flying agreements revenue by type for the year ended December 31, 2018 and 2017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

    

2018

   

2017

   

2016

Capacity purchase agreements revenue: flight operations

 

$

1,856,253

 

$

1,805,510

 

$

1,792,868

Capacity purchase agreements revenue: aircraft lease

 

 

814,518

 

 

834,366

 

 

763,406

Prorate agreements revenue

 

 

498,749

 

 

438,421

 

 

454,464

 Flying agreements revenue

 

$

3,169,520

 

$

3,078,297

 

$

3,010,738

The Company’s fixed-fee and prorate agreements include weekly provisional cash payments from the respective major airline partner based on a projected level of flying each month. The Company and each major airline partner subsequently reconcile these payments to the actual completed flight activity on a monthly or quarterly basis.  In the event a flying agreement includes a mid-term rate reset to adjust rates prospectively and the contractual rates under the Company’s flying agreements have not been finalized at quarterly or annual financial statement dates, the Company applies the variable constraint guidance under Topic 606, where the Company records revenue to the extent it believes that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

In several of the Company’s agreements,what the Company is eligibleusing on its aircraft.

Capacity Reductions. Beginning in March 2020, the Company and its major airline partners experienced an unprecedented decrease in demand for air travel and expect this decline from 2019 levels to continue throughout 2021 and possibly thereafter. The Company depends on its major airline partners to contract with the Company to operate

62

scheduled flights. Therefore, in response to this decreased demand, the Company has significantly reduced its capacity. During the year ended December 31, 2020, the Company’s number of departures and block hours each decreased 30.5% and 33.5%, respectively, from the year ended December 31, 2019. The number of daily scheduled flights operated by the Company may not return to pre-COVID-19 levels by the end of 2021 or possibly thereafter. The Company will continue to work with its major airline partners regarding future schedules and make demand-driven adjustments to its capacity as needed. The Company removed 55 CRJ200 aircraft that were operating under the SkyWest Airlines Delta Connection Agreement as a result of contract expirations that were not extended during the 2020 calendar year. The Company additionally terminated its American Prorate Agreement on 7 CRJ200 aircraft in the second quarter of 2020 and the Company may have further reductions in the number of CRJ200 aircraft operating under its other prorate agreements. The Company may receive requests by its major airline partners to defer deliveries of new or used aircraft that were previously scheduled for delivery in 2021 and 2022.

Cost Reductions. With the reduction in revenue, the Company has, and may continue to implement, cost saving initiatives, including:

Reducing employee-related costs including by:
oOffering voluntary unpaid leave to receive incentive compensation upon the achievementemployees.
oSuspending all non-scale pay increases.
oInstituting a company-wide hiring freeze.
Delaying non-essential projects and reducing or suspending other discretionary spending.


Liquidity. At December 31, 2020, the Company had $1,530.4 million in total available liquidity, consisting of $825.9 million in cash and marketable securities, $39.5 million available under SkyWest Airlines’ line of credit and an additional $665.0 million related to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) under the Company’s secured loan with the U.S. Department of the Treasury (“Treasury”).

CARES Act. On March 27, 2020, President Trump signed the CARES Act into law. The CARES Act is a relief package intended to assist many aspects of the U.S. economy, including providing the airline industry with up to $25 billion in grants to be used for employee wages, salaries and benefits.

In April 2020, SkyWest Airlines entered into an agreement with Treasury to receive $438.0 million in emergency relief through the CARES Act payroll support program to be paid in installments from April to September 2020, which was amended and increased to $450.7 million. SkyWest Airlines received the $450.7 million in the aggregate under the payroll support program during the year ended December 31, 2020. The relief payments are conditioned on the Company’s agreement to, among other things, refrain from conducting involuntary employee layoffs or furloughs through September 30, 2020. Other conditions include bans on share repurchases and dividends through September 30, 2021, continuing essential air service as directed by the U.S. Department of Transportation and certain limitations on executive compensation. The relief payments received under the CARES Act payroll support program included $345.5 million in a grant and $105.2 million in an unsecured 10-year loan. The loan bears interest at an annual rate of 1.00% for the first five years (through April 2025) and the Secured Overnight Financing Rate plus 2.00% in the final five years. In return, the Company issued to Treasury warrants to purchase 370,720 shares of the Company’s common stock. These warrants have an exercise price of $28.38 per share and a five-year term from the date of issuance.

The relative fair value of the warrants is recorded within stockholder's equity and as a discount reducing the carrying value of the loan, which will be amortized as interest expense in the Company’s income statement over the term of the loan. The proceeds of the grant are recorded in cash and cash equivalents when received and will be recognized as a reduction in expense in CARES Act payroll support grant in our income statement over the periods that the funds are intended to compensate.

During the year ended December 31, 2020, the Company recognized $345.5 million of grant proceeds received under the CARES Act payroll support program, as a reduction in payroll expense. See Note 4, "Long-Term Debt," for further discussion of the unsecured loans and warrants to acquire the Company’s shares issued under the CARES Act payroll support program.

63

The CARES Act also provides for up to $25 billion in secured loans to the airline industry. In September 2020 the Company entered into a secured loan and guarantee agreement with Treasury (the “Treasury Loan Agreement”), which permits the Company to borrow up to $573 million. Subsequently, on October 28, 2020, the Company entered into an amendment to the Treasury Loan Agreement that permits the Company to borrow up to $725 million in the aggregate. As of December 31, 2020, the Company has borrowed $60 million and may, at its option, borrow additional amounts in up to 2 subsequent borrowings until May 28, 2021. The proceeds are to be used for certain general corporate purposes and operating expenses in accordance with the terms and conditions of the Treasury Loan Agreement and the applicable provisions of the CARES Act. The loan will bear interest at a variable rate per annum equal to the London interbank offer rate divided by one minus the Eurodollar Reserve Percentage (as defined in the Treasury Loan Agreement) plus 3.00%. The applicable interest rate for the $60 million loan will be 3.22% per annum through September 15, 2021 at which time the interest rate will reset in accordance with the foregoing formula. In return, the Company agreed to issue to Treasury warrants to purchase shares of the Company’s common stock based on a debt coverage ratio and amounts drawn under the facility. The Company issued warrants to purchase 211,416 shares of the Company’s common stock to Treasury in conjunction with the Company’s $60 million borrowing under the facility. These warrants have an exercise price of $28.38 per share and a five-year term from the date of issuance.

(3) Segment Reporting

Generally accepted accounting principles require disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance.

Prior to the Company’s sale of ExpressJet on January 22, 2019, the Company’s 3 reporting segments consisted of the operations of SkyWest Airlines, ExpressJet and SkyWest Leasing activities. The segment information presented for ExpressJet reflects the period of time prior to the sale, when ExpressJet was operating as a subsidiary of the Company. The Company concluded that the sale of ExpressJet did not meet the criteria for a discontinued operation. Following the sale of ExpressJet, the Company has 2 reportable segments: SkyWest Airlines and SkyWest Leasing.

The Company’s chief operating decision maker analyzes the profitability of operating new aircraft financed through the issuance of debt, including the Company’s E175 fleet, separately from the profitability of the Company’s capital deployed for ownership and financing of such aircraft. The SkyWest Airlines segment includes revenue earned under the applicable capacity purchase contracts attributed to operating such aircraft and the respective operating costs. The SkyWest Leasing segment includes applicable revenue earned under the applicable capacity purchase contracts attributed to the ownership of new aircraft acquired through the issuance of debt and the respective depreciation and interest expense of such aircraft. The SkyWest Leasing segment also includes the activity of leasing regional jet aircraft and spare engines to third parties. The SkyWest Leasing segment’s total assets and capital expenditures include new aircraft acquired through the issuance of debt and assets leased to third parties.

The following represents the Company’s segment data for the years ended December 31, 2020, 2019 and 2018 (in thousands).

Year Ended December 31, 2020

SkyWest

Airlines

SkyWest Leasing

Consolidated

Operating revenues

$

1,636,762

$

490,344

$

2,127,106

Operating expense

 

1,716,808

301,496

2,018,304

Depreciation and amortization expense

 

221,216

 

253,743

 

474,959

Interest expense

 

12,381

 

110,792

 

123,173

Segment profit (loss) (1)

 

(92,427)

 

78,056

 

(14,371)

Total assets

 

2,804,259

 

4,083,363

 

6,887,622

Capital expenditures (including non-cash)

 

124,825

 

335,658

 

460,483

64

Year Ended December 31, 2019

 

SkyWest

 

Airlines

ExpressJet

SkyWest Leasing

Consolidated

 

Operating revenues

$

2,478,681

$

24,050

$

469,232

$

2,971,963

Operating expense

 

2,214,632

28,690

216,383

 

2,459,705

Depreciation and amortization expense

 

168,246

 

971

 

198,881

 

368,098

Special items

18,508

3,361

21,869

Interest expense

 

13,525

 

 

114,230

 

127,755

Segment profit (loss) (1)

 

250,524

 

(4,640)

 

138,619

 

384,503

Total assets

 

2,728,964

 

 

3,928,165

 

6,657,129

Capital expenditures (including non-cash)

 

270,191

 

 

576,279

 

846,470

Year Ended December 31, 2018

SkyWest

 

Airlines

ExpressJet

SkyWest Leasing

Consolidated

 

Operating revenues

$

2,346,251

$

564,202

$

311,226

$

3,221,679

Operating expense

 

2,022,560

577,608

147,231

 

2,747,399

Depreciation and amortization expense

 

155,511

 

37,290

 

141,788

 

334,589

Interest expense

 

17,021

 

2,340

 

101,048

 

120,409

Segment profit (loss) (1)

 

306,670

 

(15,746)

 

62,947

 

353,871

Total assets

 

2,531,707

 

279,303

 

3,502,202

 

6,313,212

Capital expenditures (including non-cash)

 

149,731

 

10,137

 

996,408

 

1,156,276

(1)Segment profit is operating income less interest expense

65

(4) Long-term Debt

Long-term debt consisted of the following as of December 31, 2020 and 2019 (in thousands):

    

December 31,

    

December 31,

  

2020

2019

 

Notes payable to a financing company, due in semi-annual installments, with a fixed interest rate of 3.25% through 2021, secured by aircraft

$

6,205

$

18,412

Notes payable to banks, due in semi-annual installments plus interest at 6.24% to 6.51% through 2021, secured by aircraft

 

7,608

 

22,557

Notes payable to banks, due in monthly or semi-annual installments, plus interest at 2.68% to 6.86% through 2029, secured by aircraft

 

424,407

 

438,878

Notes payable to banks, due in quarterly installments, plus interest at 2.33% to 5.08% through 2032, secured by aircraft

2,618,777

2,537,676

Notes payable to bank, due in monthly installments interest based on LIBOR plus interest spread at 2.65% through 2021

13,795

Notes payable to US Government, interest due quarterly based on LIBOR plus interest spread currently at 3.22% through 2025, secured by parts and engines

60,000

Notes payable to US Government, interest due quarterly at 1.00% through 2025 and based on SOFR plus spread from 2025 through 2030, unsecured

 

105,210

 

Long-term debt

$

3,236,002

$

3,017,523

Current portion of long-term debt

 

(406,005)

 

(367,954)

Less long-term portion of unamortized debt issue cost, net

(28,459)

(20,580)

Long-term debt, net of current maturities and debt issue costs

$

2,801,538

$

2,628,989

Current portion of long-term debt

 

406,005

 

367,954

Less current portion of unamortized debt issue cost, net

(3,847)

(3,828)

Current portion of long-term debt, net of debt issue costs

$

402,158

$

364,126

During 2020, the Company took delivery of 6 new E175 aircraft that the Company financed through $107.7 million of long-term debt. The debt associated with the 6 E175 aircraft has a 12-year term, is due in quarterly installments with fixed annual interest rates of 2.3% to 3.45% and is secured by the E175 aircraft.

During 2020, the Company took delivery of 21 used CRJ700 aircraft that the Company financed through $133.5 million of long-term debt. The debt associated with the 10 of the CRJ700 aircraft has a 7.5-year term, is due in quarterly installments with fixed annual interest rates of 3.5% and is secured by the CRJ700 aircraft. The debt associated with 11 of the CRJ700 aircraft has a 5-year term, is due in monthly installments with fixed annual interest rates of 4.0% and is secured by the CRJ700 aircraft.

During 2020, in connection with the CARES Act payroll support program, the Company issued to Treasury a promissory note for an aggregate principal amount of $105.2 million and issued warrants to purchase 370,720 shares of the Company’s common stock. The Company has recorded the value of the promissory note and warrants on a relative fair value basis as $105.2 million of long-term debt and $5.0 million in common stock, respectively. These warrants have an exercise price of $28.38 per share and a five-year term from the date of issuance.

Additionally, during 2020, in connection with the CARES Act, the Company entered into the Treasury Loan Agreement with Treasury which permits the Company to borrow up to $573 million. Subsequently, on October 28, 2020, the Company entered into an amendment to the Treasury Loan Agreement that permits the Company to borrow up to $725 million in the aggregate. As of December 31, 2020, the Company has drawn $60 million under the agreement and issued warrants to purchase 211,416 shares of the Company’s common stock. The Treasury Loan Agreement is secured by aircraft engines and aircraft parts. The Company may, at its option, borrow additional amounts in up to 2 subsequent borrowings until May 28, 2021. The proceeds will be used for certain general corporate purposes and

66

operating expenses in accordance with the terms and conditions of the Treasury Loan Agreement and the applicable provisions of the CARES Act. The Company has recorded the value of the promissory note and warrants on a relative fair value basis as $60 million of long-term debt and $3.2 million in common stock, respectively. These warrants have an exercise price of $28.38 per share and a five-year term from the date of issuance.

As of December 31, 2020, and 2019, the Company had $3.07 billion and $3.02 billion, respectively, of long-term debt obligations primarily related to the acquisition of aircraft and certain spare engines. The average effective interest rate on the debt related to those long-term debt obligations at December 31, 2020 and 2019, was approximately 4.0% and 4.2%, respectively.

During the year ended December 31, 2019, the Company used $30.1 million in cash to extinguish $30.1 million in debt early. These payments did not result in a pre-tax gain or loss in the consolidated statements of comprehensive income (loss).

The aggregate amounts of principal maturities of long-term debt as of December 31, 2020 were as follows (in thousands):

2021

    

$

406,005

 

2022

 

407,554

2023

 

418,048

2024

 

372,322

2025

 

447,251

Thereafter

 

1,184,822

$

3,236,002

As of December 31, 2020 and 2019, SkyWest Airlines had a $75 million line of credit. The line of credit includes minimum liquidity and profitability covenants and is secured by certain assets. As of December 31, 2020, the Company obtained waivers for the line of credit agreement that permitted the Company to receive funding under the CARES Act and waived compliance with minimum profitability covenants through June 30, 2021. As of December 31, 2020 and 2019, SkyWest Airlines had 0 amount outstanding under the line of credit facility. However, at December 31, 2020 and 2019 the Company had $35.5 million and $8.8 million, respectively, in letters of credit issued under the facility which reduced the amount available under the facility to $39.5 million and $66.2 million, respectively. The facility expires on September 1, 2021 and has a variable interest rate of LIBOR plus 2.5% at December 31, 2020.

As of December 31, 2020 and 2019, the Company had $61.1 million and $61.7 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions in addition to the letters of credit outstanding under the line of credit.

67

(5) Income Taxes

The provision for income taxes includes the following components (in thousands):

Year ended December 31,

 

2020

2019

2018

 

Current tax provision (benefit):

    

    

    

    

    

    

Federal

$

(4,397)

$

(4,395)

$

(21,598)

State

 

(875)

 

891

 

1,465

Foreign

1,575

 

(5,272)

 

(3,504)

 

(18,558)

Deferred tax provision (benefit):

Federal

 

6,659

 

95,655

 

92,250

State

 

(199)

 

14,055

 

12,250

 

6,460

 

109,710

 

104,500

Provision (benefit) for income taxes

$

1,188

$

106,206

$

85,942

The following is a reconciliation between a federal income tax rate of 21% and the effective tax rate which is derived by dividing the provision for income taxes by the income (loss) before the provision for income taxes (in thousands):

Year ended December 31,

 

2020

2019

2018

 

Computed provision for income taxes at the statutory rate

    

$

(1,539)

    

$

93,724

    

$

76,926

Increase (decrease) in income taxes resulting from:

State income tax provision, net of federal income tax benefit

 

173

 

15,645

 

12,711

Non-deductible expenses

2,539

3,934

1,956

Valuation allowance changes affecting the provision for income taxes

 

(892)

 

(517)

 

(1,187)

Foreign income taxes, net of federal & state benefit

1,192

Excess tax benefits from share-based compensation

(1,434)

(3,525)

(4,548)

Other, net

 

2,341

 

(3,055)

 

(1,108)

Provision for income taxes

$

1,188

$

106,206

$

85,942

For the year ended December 31, 2020, the Company released $0.9 million of valuation allowance against certain deferred tax assets primarily associated with state net operating losses with a limited carry forward period. For the year ended December 31, 2019, the Company released $0.5 million of valuation allowance against certain deferred tax assets primarily associated with ExpressJet state net operating losses. For the year ended December 31, 2018, the Company released $1.2 million valuation allowance, respectively against certain deferred tax assets primarily associated with ExpressJet state net operating losses with a limited carry forward period and Company capital losses with a limited carry forward period. The decrease in the valuation allowance for 2020 was primarily based on changes in the Company's income tax projections which reduced the amount of deferred tax assets that are anticipated to expire before the deferred tax assets may be utilized.

The Company recorded a $1.4 million, $3.5 million and $4.5 million benefit from share-based compensation in 2020, 2019, and 2018, respectively, relating to ASU 2016-09 which, requires excess tax benefits and deficiencies to be recognized in the income tax provision during the period stock options are exercised and when stock awards vest.

68

The significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows (in thousands):

As of December 31,

 

2020

2019

 

Deferred tax assets:

    

    

    

    

Accrued benefits

$

19,668

$

20,848

Net operating loss carryforward

 

229,815

 

358,685

AMT credit carryforward

 

 

4,397

Aircraft credits

 

12,765

 

9,114

Deferred revenue

27,076

Accrued reserves and other

 

34,816

 

17,225

Total deferred tax assets

 

324,140

 

410,269

Valuation allowance

 

 

(892)

Deferred tax liabilities:

Accelerated depreciation

 

(950,071)

 

(1,032,957)

Total deferred tax liabilities

 

(950,071)

 

(1,032,957)

Net deferred tax liability

$

(625,931)

$

(623,580)

The Company’s deferred tax liabilities were primarily generated through accelerated depreciation, combined with shorter depreciable tax lives, allowed under the IRS tax code for purchased aircraft and support equipment compared to the Company’s depreciation policy under GAAP for such assets using the straight-line method (see note 1 Nature of Operations and Summary of Significant Accounting Policies).

AtDecember 31, 2020 and 2019, the Company had federal net operating losses of approximately $987.0 million and $1,581.1 million and state net operating losses of approximately $653.1 million and $766.4 million, respectively.  The estimated effective tax rate applicable to the federal and state net operating losses at December 31, 2020 was 21.0% and 3.45%, respectively. The Company anticipated that the federal and state net operating losses will start to expire in 2036 and 2021, respectively. As of December 31, 2019, the Company also had an alternative minimum tax credit of approximately $4.4 million, which did not expire. Under the CARES Act of 2020, these credits were realized by claiming a refundable credit during 2020. The Company has no ongoing federal or state examinations.

Under ASC Topic 740, the accounting guidance related to uncertainty in tax positions requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2020, 2019 and 2018 is as follows (in thousands):

Year ended December 31,

2020

2019

2018

Unrecognized tax benefits at the beginning of year

    

$

14,620

    

$

14,553

    

$

2,223

Gross increases - current year tax positions

13,899

Gross increases - prior year tax positions

 

360

 

67

 

Gross decreases - prior year tax positions

(1,569)

Unrecognized tax benefits at end of year

$

14,980

$

14,620

$

14,553

Interest and penalties in year-end balance

$

427

$

67

$

For the years ending December 31, 2020 and 2019, the Company recorded $360,000 and $67,000, respectively, of interest expense related to uncertain tax positions not offset by the Company's tax attributes.

69

(6) Commitments and Contingencies

Self-Insurance

The Company self-insures a portion of its potential losses from claims related to workers’ compensation, environmental issues, property damage, medical insurance for employees and general liability. Losses are accrued based on an estimate of the ultimate aggregate liability for claims incurred, using standard industry practices and the Company’s actual experience. The Company uses judgment and estimates in determining the ultimate aggregate liabilities for claims incurred in its workers’ compensation liability. The Company also used significant assumptions in determining the workers compensation liability such as an estimation of loss payment and loss reporting development patterns. At December 31, 2020 and 2019, the Company’s accrued workers’ compensation liability totaled $20.7 million and $23.9 million, respectively. Actual results could differ from these estimates.

Legal Matters

The Company is subject to certain legal actions which it considers routine to its business activities. As of December 31, 2020, management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on the Company’s financial position, liquidity or results of operations.

Concentration Risk and Significant Customers

The Company requires no collateral from its major airline partners or customers, but monitors the financial condition of its major airline partners. Under the majority of the Company’s code-share agreements, the Company receives weekly payments from its major code-share partners that approximate a significant percentage of the compensation earned for such period. Additionally, the Company provides certain customer service functions at multiple airports for various airlines and the Company maintains a credit loss reserve based upon expected collectability of all accounts receivable. For the years ended December 31, 2020, 2019 and 2018, the Company’s contractual relationships with Delta and United combined accounted for approximately 76.4%, 77.6% and 81.4%, respectively of the Company’s total revenues.

Employees Under Collective Bargaining Agreements

As of December 31, 2020, the Company had approximately 12,502 full-time equivalent employees. Although 0 SkyWest Airlines employees are represented by a national union, certain SkyWest Airline employees are covered under a stable and binding collective bargaining agreement that is administered by employee representatives.

Aircraft Purchase Commitments

As of December 31, 2020, the Company had a purchase commitment to purchase 20 new E175 aircraft in late 2021 and early 2022. Subsequent to December 31, 2020, the Company entered into a purchase commitment to purchase 12 used CRJ700 aircraft in 2021.

(7) Leases

Effective January 1, 2019, the Company adopted Topic 842. The Company leases property and equipment under operating leases. For leases with durations longer than 12 months, the Company recorded the related operating lease right-of-use asset and operating lease liability at the present value of lease payments over the term. The Company used its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

70

Aircraft

As of December 31, 2020, excluding aircraft financed by our major partners that we operate for them under contract, the Company had 41 aircraft under long-term lease agreements with remaining terms ranging from less than one year to ten years.

With the adoption of Topic 842, the Company evaluated whether leased aircraft asset groups within the Company’s fleet were impaired. Under the transition guidance for Topic 842, a company is permitted to recognize a previously unrecognized impairment related to a right-of-use asset in the period prior to the adoption date of Topic 842 if the event giving rise to the impairment occurred before the adoption date. In 2016, the Company recorded an impairment on certain of its long-lived assets, which included the Company’s CRJ200 aircraft. In 2016, the market lease rate was less than the contractual lease rate on the Company’s CRJ200 leased aircraft. The Company recorded an impairment of $13.1 million (net of tax) as an adjustment to the Company’s January 1, 2019 retained earnings related to the previously unrecognized impairment of these leased CRJ200s.

Airport facilities

The Company has operating leases for facility space including airport terminals, office space, cargo warehouses and maintenance facilities. The Company generally leases this space from government agencies that control the use of the airport. The remaining lease terms for facility space vary from one month to 36 years. The Company’s operating leases with lease rates that are variable based on airport operating costs, use of the facilities or other variable factors are excluded from the Company’s right-of-use assets and operating lease liabilities in accordance with accounting guidance.

Leases

As of December 31, 2020, the Company’s right-of-use assets were $282.4 million, the Company’s current maturities of operating lease liabilities were $82.6 million, and the Company’s noncurrent lease liabilities were $205.8 million. During 2020, the Company paid $90.3 million in operating leases reflected as a reduction from operating cash flows.

The table below presents lease related terms and discount rates as of December 31, 2020.

As of certain performance criteria. The incentives are defined in the agreements and are measured and determined on a monthly, quarterly or semi‑annual basis. At the end of each period during the term of an agreement, the

57December 31, 2020


Weighted-average remaining lease term

    

Table of Contents

Company calculates the incentives achieved during that period and recognizes revenue attributable to that agreement accordingly, subject to the variable constraint guidance under Topic 606.

The following summarizes the significant provisions of each code-share agreement the Company has with each major airline partner through SkyWest Airlines:

Delta Connection Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination
Dates

Delta Connection Agreement

(fixed-fee arrangement)

CRJ 200 

CRJ 700

CRJ 900

E175

58

22

41

49

Individual aircraft have scheduled removal dates from 2019 to 2029

The average remaining term of the aircraft under contract is 4.1 years

Delta Connection Prorate Agreement (revenue-sharing arrangement)

CRJ 200

29

Terminable with 30-day notice

    

Operating leases

6.50 years

Weighted-average discount rate

 

United Express Agreements

Operating leases

6.1%

Agreement

The Company’s lease costs for 2020 and 2019 included the following components (in thousands):

For the year ended December 31,

    

2020

    

2019

Operating lease cost

 

$

94,915

 

$

104,011

Variable and short-term lease cost

 

4,619

 

5,232

Sublease income

(6,304)

(1,436)

Total lease cost

 

$

93,230

 

$

107,807

Aircraft type

Number of Aircraft

Term / Termination
Dates

United Express Agreements

(fixed-fee arrangement)

CRJ 200

CRJ 700

E175

65

19

65

Individual aircraft have scheduled removal dates under the agreement between 2019 and 2029

The average remaining term of the aircraft under contract is 7.0 years

United Express Prorate Agreement (revenue-sharing arrangement)

CRJ 200

25

Terminable with 120-day notice

American Agreements

Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

American Agreement

(fixed-fee arrangement)

CRJ 700

58

Individual aircraft have scheduled removal dates from 2019 to 2023

American Prorate Agreement

(revenue-sharing arrangement)

CRJ 200

7

Terminable with 120-day notice

Alaska Capacity Purchase Agreement

Agreement

Aircraft type

Number of Aircraft

Term / Termination
Dates

Alaska Agreement

(fixed-fee arrangement)

E175

32

Individual aircraft have scheduled removal dates from 2027 to 2030

The following summarizes the code-share agreement activity the Company had with each major airline partner through ExpressJet Airlines:

As of December 31, 2018, ExpressJet operated 100 ERJ145 aircraft and 16 CRJ200 aircraft under fixed-fee agreements with United, and 10 CRJ700 aircraft under a fixed-fee agreement with American. ExpressJet’s fixed-fee agreements with United and American were terminated in connection with our sale of ExpressJet in January 2019.  ExpressJet also completed the wind down of its flying agreement with Delta by the end of 2018. The Company sold ExpressJet subsequent to December 31, 2018, however the Company retained ownership of the 16 CRJ200 aircraft and the 10 CRJ700 aircraft operated by ExpressJet as of December 31, 2018.  The Company agreed to lease the 16 CRJ200 aircraft to ExpressJet for up to a five-year period.  The Company is pursuing alternative uses of the 10 CRJ700 aircraft including, but not limited to, using the aircraft under fixed-fee agreements under a short-term basis or leasing the aircraft

58


or aircraft engines to third parties.  See Note 12, Subsequent Events, for additional information regarding the sale of ExpressJet.

In addition to the contractual arrangements described above, SkyWest Airlines has entered into fixed-fee agreements with Alaska and Delta to place additional E175 aircraft into service for those major airline partners.  As of December 31, 2018, the Company anticipated placing an additional three E175 aircraft with Alaska and nine E175 aircraft with Delta. The delivery dates for the new E175 aircraft are currently scheduled to take place by the end 2021. Final delivery dates may adjust based on various factors.

SkyWest Airlines also entered into an agreement with Delta in the second quarter of 2018 to operate 20 CRJ900 aircraft under a fixed-fee agreement. As of December 31, 2018, SkyWest Airlines took delivery of five of these CRJ900 aircraft and placed the aircraft into service with Delta. The delivery dates for the remaining 15 aircraft are expected to continue through the end of 2020. These aircraft will replace 20 CRJ700 aircraft scheduled to expire under SkyWest’s flying contracts with Delta.

When an aircraft is scheduled to be removed from a fixed-fee arrangement, the Company may, as practical under the circumstances, negotiate an extension with the respective major airline partner, negotiate the placement of the aircraft with another major airline partner, return the aircraft to the lessor if the aircraft is leased and the lease is expiring, place owned aircraft for sale, or pursue other uses for the aircraft. Other uses for the aircraft may include placing the aircraft in a prorate arrangement, leasing the aircraft to a third party or parting out the aircraft to use the engines and parts as spare inventory or to lease the engines to a third party.

Airport customer service and other revenues primarily consist of ground handling functions, such as gate and ramp agent services at applicable airports where the Company provides such services.  The transaction price for airport service agreements is determined from an agreed-upon rate by location applied to the applicable number of flights handled (measured by departures) by the Company over the agreement term.

The Company’s operating revenues could be impacted by a number of factors, including changes to the Company’s code-share agreements with its major airline partners, contract modifications resulting from contract renegotiations, the Company’s ability to earn incentive payments contemplated under the Company’s code-share agreements and settlement of reimbursement disputes with the Company’s major airline partners.

Deferred Aircraft Credits

The Company accounts for incentives provided by aircraft manufacturers as deferred credits. The deferred credits related to leased aircraft are amortized on a straight‑line basis as a reduction to rent expense over the lease term. Credits related to owned aircraft reduce the purchase price of the aircraft, which has the effect of amortizing the credits on a straight‑line basis as a reduction in depreciation expense over the life of the related aircraft. The incentives are credits that may be used to purchase spare parts and pay for training and other expenses.

Income Taxes

The Company recognizes a net liability or asset for the deferred tax consequences of all temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that are expected to result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti‑dilutive effect on net income (loss) per common share. During the year ended December 31, 2018, 207,000 performance share units (at target performance) were

59


excluded in the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of December 31, 2018. During the year ended December 31, 2017, 284,000 performance share units (at target performance) were excluded in the computation of Diluted EPS since the Company had not achieved the minimum target thresholds as of December 31, 2017. During the year ended December 31, 2016, 2,077,000 shares reserved for the issuance upon the exercise of outstanding options, performance shares and restricted stock units were excluded from the computation of Diluted EPS due to the net loss in 2016. The calculation of the weighted average number of common shares outstanding for Basic EPS and Diluted EPS are as follows for the years ended December 31, 2018, 2017 and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

2018

 

2017

 

2016

 

Numerator:

    

 

    

    

 

    

    

 

    

 

Net Income (Loss)

 

$

280,372

 

$

428,907

 

$

(161,586)

 

Denominator:

 

 

 

 

 

 

 

 

 

 

Basic earnings per share weighted average shares

 

 

51,914

 

 

51,804

 

 

51,505

 

Dilution due to stock options and restricted stock units

 

 

957

 

 

1,296

 

 

 —

 

Diluted earnings per share weighted average shares

 

 

52,871

 

 

53,100

 

 

51,505

 

Basic earnings (loss) per share

 

$

5.40

 

$

8.28

 

$

(3.14)

 

Diluted earnings (loss) per share

 

$

5.30

 

$

8.08

 

$

(3.14)

 

Comprehensive Income (Loss)

Comprehensive income (loss) includes charges and credits to stockholders’ equity that are not the result of transactions with the Company’s shareholders, including changes in unrealized appreciation on marketable securities.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for receivables and accounts payable approximate fair values because of the immediate or short‑term maturity of these financial instruments. Marketable securities are reported at fair value based on market quoted prices in the consolidated balance sheets. If quoted prices in active markets are no longer available, the Company has estimated the fair values of these securities utilizing a discounted cash flow analysis as of December 31, 2018. These analyses consider, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction. The fair value of the Company’s long‑term debt is estimated based on current rates offered to the Company for similar debt and was approximately $3,157.3 million as of December 31, 2018, as compared to the carrying amount of $3,185.4 million as of December 31, 2018. The Company’s fair value of long‑term debt as of December 31, 2017 was $2,698.4 million as compared to the carrying amount of $2,712.4 million as of December 31, 2017.

Segment Reporting

Generally accepted accounting principles require disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance. The Company’s three operating segments consist of the operations conducted by SkyWest Airlines, ExpressJet and SkyWest Leasing. Information pertaining to the Company’s reportable segments is presented in Note 2, Segment Reporting

Recent Accounting Pronouncements

Standards Effective in Future Years and Not Yet Adopted

In February 2016, the FASB issued Accounting Standards Update 2016‑02, “Leases (Topic 842)” (“Topic 842”). Topic 842 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Topic 842 became effective

60


beginning in the first quarter of 2019. In July 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements - Leases (Topic 842).” This update provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented. The Company anticipates electing this adoption method and expects to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

Lease payments will include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and probable amounts the lessee will owe under a residual value guarantee. Lease payments will not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components.

Based on the Company’s initial assessment, the adoption of Topic 842 will significantly increase the Company’s assets and liabilities primarily to reflect its aircraft operating lease liability and related right-of-use asset. As of December 31, 2018, the Company had 260 leased aircraft under operating leases in its fleet. The Company also has operating leases related to terminal operations space and other real estate leases. The Company does not expect the adoption of the New Lease Standard to impact any of its existing debt covenants. Additionally, the Company does not expect the adoption to have a significant impact on the recognition, measurement or presentation of lease revenue and lease expenses within the condensed consolidated statements of operations and comprehensive income or the condensed consolidated statements of cash flows. The Company does not anticipate the adoption of Topic 842 will have a material impact on the timing or amount of the Company’s lease revenue as a lessor.  The Company adopted Topic 842 on January 1, 2019. 

The Company expects to elect the several practical expedients available under the transition provisions of Topic 842, including (i) not reassessing whether expired or existing contracts contain leases, (ii) lease classification, and (iii) not revaluing initial direct costs for existing leases. Also, the Company plans to elect the practical expedient which will allow aggregation of non-lease components with the related lease components when evaluating accounting treatment. Lastly, the Company currently plans to apply the modified retrospective adoption method, utilizing the simplified transition option available in Topic 842, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption.  

Upon adoption, the Company anticipates it will reflect a lease liability in the range of $450 to $500 million and a right-of-use asset of $600 to $650 million. Upon adoption, the right-of-use asset is expected to include prepaid aircraft rents, accrued aircraft rents and deferred rent credits that were separately stated in the Company’s December 31, 2018 balance sheet. These estimates are subject to revision based upon the Company’s adoption of Topic 842 in 2019.

Recently Adopted Standards

The Company adopted Topic 606 as of January 1, 2018, utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented.  The adoption of Topic 606 did not have a material impact on recorded amounts when applied to the opening balance sheet as of January 1, 2018. The adoption of Topic 606 only affected the Company’s consolidated balance sheets and statements of comprehensive income classification, with no impact on the Company’s operating income (loss), net income (loss), earnings (loss) per share or cash flows, however the principal versus agent considerations under Topic 606 resulted in the Company recording directly reimbursed fuel expense under its fixed-fee contracts as a reduction to the applicable operating expense (net) rather than revenue (gross).  This classification change resulted in a reduction to total revenue and a reduction to operating expenses by the same amount, resulting in no change to operating income. Additionally, under the nonrefundable up-front fees and contract costs considerations of Topic 606, reimbursements from the Company’s major airline partners for up-front contract costs will be deferred and amortized over the contract term.  The related up-front costs to obtain the contract will also be capitalized and amortized over the contract term.  As the amount of the up-front reimbursement is determined from the Company’s actual costs to fulfill the contract, this change did not impact the Company’s operating income (loss) as the amount of deferred revenue and the amount of capitalized costs will be recognized over the same period.  This change also resulted in a deferred revenue liability and a capitalized contract cost on the balance sheet of the same amount. 

61


Prior to the Company’s adoption of Topic 606, the Company segregated its revenue into two categories: “Passenger revenue” and “Ground handling and other revenue.”  “Passenger revenue” included revenue from fixed-fee contracts, prorate flying agreements and airport customer service agreements for flights operated by the Company.  “Ground handling and other revenue” included revenue from airport customer service agreements for flights operated by third parties and other revenue.  Under the disaggregated revenue disclosure considerations in Topic 606, the Company segregated its revenue into the following categories: “Flying agreements revenue” and “Airport customer service and other revenues.”  “Flying agreements revenue” includes revenue from fixed-fee contracts, prorate flying agreements and other revenue (primarily lease revenue for the use of the aircraft).  “Airport customer service and other revenues” includes revenue from airport customer services agreements.  This change reclassifies amounts previously reported as “Passenger revenue” and “Ground handling and other revenue”. Additionally, in connection with the Company’s adoption of Topic 606, the Company renamed the operating expense “Ground handling services” to “Airport-related expenses.”  Certain airport-related expenses, such as landing fees and airport facility rents, were previously reported as “Other operating expenses” and have been reclassified as “Airport-related expenses.”

In 2016, the FASB issued Accounting Standards Update 2016‑15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” and Accounting Standard Update 2016‑18, “Statement of Cash Flows (Topic 230): Restricted Cash” related to the classification of certain cash receipts and cash payments and the presentation of restricted cash within an entity’s statement of cash flows, respectively.  These standards are effective for interim and annual reporting periods beginning after December 15, 2017.  The Company adopted this standard in the first quarter of 2018 and modified the presentation to include changes in restricted cash in the Company’s Consolidated Statement of Cash Flows, which had an immaterial impact.

Impact of Recently Adopted Standards

The Company recast certain prior period amounts to conform with the adoption of Topic 606, as shown in the tables below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

December 31, 2017

Income Statement:

    

Previously Reported

 

Adjustments

 

As Adjusted

OPERATING REVENUES:

 

 

 

 

 

 

 

 

 

 Flying agreements (1)

 

$

3,126,708

 

$

(48,411)

 

$

3,078,297

 Airport customer service and other (2)

 

 

77,560

 

 

(33,265)

 

 

44,295

 Total operating revenues

 

$

3,204,268

 

$

(81,676)

 

$

3,122,592

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 Salaries, wages and benefits

 

$

 1,196,227

 

$

(4,160)

 

$

1,192,067

 Aircraft fuel

 

 

162,653

 

 

(77,517)

 

 

85,136

 Airport-related expenses (3)

 

 

69,848

 

 

   48,526

 

 

118,374

 Other operating expenses

 

 

299,303

 

 

(48,525)

 

 

250,778

 Total operating expenses

 

 

2,816,069

 

 

(81,676)

 

 

2,734,393

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

$

388,199

 

$

 

$

388,199

1.

In previously reported periods, this line item was presented as passenger revenue.

71

2.

In previously reported periods, this line item was presented as ground handling and other.

3.

In previously reported periods, this line item was presented as ground handling services.

62


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

December 31, 2016

Income Statement:

    

Previously Reported

 

Adjustments

 

As Adjusted

OPERATING REVENUES:

 

 

 

 

 

 

 

 

 

 Flying agreements (1)

 

$

3,051,414

 

$

(40,676)

 

$

3,010,738

 Airport customer service and other (2)

 

 

69,792

 

 

(16,828)

 

 

52,964

 Total operating revenues

 

$

3,121,206

 

$

(57,504)

 

$

3,063,702

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 Salaries, wages and benefits

 

$

 1,211,380

 

$

(5,921)

 

$

1,205,459

 Aircraft fuel

 

 

122,284

 

 

(51,583)

 

 

70,701

 Airport-related expenses (3)

 

 

72,659

 

 

   49,482

 

 

122,141

 Other operating expenses

 

 

305,041

 

 

(49,482)

 

 

255,559

 Total operating expenses

 

 

3,293,890

 

 

(57,504)

 

 

3,236,386

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

$

(172,684)

 

$

 

$

(172,684)

1.

In previously reported periods, this line item was presented as passenger revenue.

2.

In previously reported periods, this line item was presented as ground handling and other.

3.

In previously reported periods, this line item was presented as ground handling services.

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

Previously Reported

December 31, 2017

 

Adjustments

 

Current Presentation

December 31, 2017

ASSETS:

 

 

 

 

 

 

 

Other long-term assets

 

$

49,220

 

$

16,121

 

$

65,341

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Other long-term liabilities

 

$

42,541

 

$

16,121

 

$

58,662

The $16.1 million adjustment to other long-term assets and other long-term liabilities reflects the amount of capitalized up-front contract costs and the amount of deferred revenue for up-front reimbursements as of December 31, 2017. The $16.1 million capitalized contract costs and deferred revenue is expected to be amortized over the applicable remaining contract term. For the year ended December 31, 2018 and 2017, the Company recognized $2.0 million and $1.5 million, respectively, of revenue and operating expense associated with the amortization of the up-front contract reimbursements.

As of December 31, 2018, the Company had $64.2 million in accounts receivable of which $52.7 million related to flying agreements. As of December 31, 2017, the Company had $42.7 million in accounts receivable of which $33.9 million related to flying agreements. 

(2) Segment Reporting

Generally accepted accounting principles require disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance.

The Company’s three reporting segments consisted of the operations of SkyWest Airlines, ExpressJet and SkyWest Leasing activities. Corporate overhead expenses incurred by the Company were allocated to the operating expenses of SkyWest Airlines and ExpressJet.  The Company sold ExpressJet in January 2019.  The Company concluded the sale of ExpressJet did not meet the significant shift criteria for a discontinued operation under Discontinued Operations, Accounting Standards Codification 205-20, primarily as the Company continued to provide regional airline service through SkyWest Airlines in similar geographic regions, without a removal of a major airline partner, and with similar sized regional aircraft, upon the sale of ExpressJet.

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 The Company’s chief operating decision maker analyzes the profitability of operating the E175 aircraft (including operating costs and associated revenue) separately from the profitability of the Company’s ownership, financing costs and associated revenue of the Company’s E175 aircraft (including depreciation expense, interest expense and associated revenue).  The SkyWest Leasing segment includes revenue attributed to the Company’s E175 aircraft ownership cost earned under the applicable fixed-fee contracts and the depreciation and interest expense of the Company’s E175 aircraft.  The SkyWest Leasing segment’s total assets and capital expenditures include the acquired E175 aircraft.  The SkyWest Leasing segment additionally includes the activity of four CRJ200 aircraft leased to a third-party.

The following represents the Company’s segment data for the years ended December 31, 2018, 2017 and 2016 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2018

 

 

 

SkyWest

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines

 

 

ExpressJet

 

 

SkyWest Leasing

 

 

Consolidated

 

Operating revenues

 

$

2,346,251

 

$

564,202

 

$

311,226

 

$

3,221,679

 

Operating expense

 

 

2,022,560

 

 

577,608

 

 

147,231

 

 

2,747,399

 

Depreciation and amortization expense

 

 

155,511

 

 

37,290

 

 

141,788

 

 

334,589

 

Interest expense

 

 

17,021

 

 

2,340

 

 

101,048

 

 

120,409

 

Segment profit (loss) (1)

 

 

306,670

 

 

(15,746)

 

 

62,947

 

 

353,871

 

Total assets

 

 

2,531,707

 

 

279,303

 

 

3,502,202

 

 

6,313,212

 

Capital expenditures (including non-cash)

 

 

149,731

 

 

10,137

 

 

996,408

 

 

1,156,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2017

 

 

 

 

SkyWest

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines

 

 

ExpressJet

 

 

SkyWest Leasing

 

 

Consolidated

 

Operating revenues

 

$

2,092,368

 

$

790,282

 

$

239,942

 

$

3,122,592

 

Operating expense

 

 

1,807,540

 

 

818,683

 

 

108,170

 

 

2,734,393

 

Depreciation and amortization expense

 

 

134,563

 

 

51,982

 

 

106,223

 

 

292,768

 

Interest expense

 

 

21,544

 

 

4,127

 

 

79,254

 

 

104,925

 

Segment profit (loss) (1)

 

 

263,284

 

 

(32,528)

 

 

52,518

 

 

283,274

 

Identifiable intangible assets, other than goodwill

 

 

 —

 

 

4,896

 

 

 —

 

 

4,896

 

Total assets

 

 

2,245,051

 

 

599,122

 

 

2,630,227

 

 

5,474,400

 

Capital expenditures (including non-cash)

 

 

124,955

 

 

14,278

 

 

550,165

 

 

689,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2016

 

 

 

 

SkyWest

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines

 

 

ExpressJet

 

 

SkyWest Leasing

 

 

Consolidated

 

Operating revenues

 

$

1,878,725

 

 $

1,043,977

 

 $

141,000

 

 $

3,063,702

 

Operating expense

 

 

1,829,520

 

 

1,338,718

 

 

68,148

 

 

3,236,386

 

Depreciation and amortization expense

 

 

139,159

 

 

83,935

 

 

61,875

 

 

284,969

 

Special items

 

 

184,295

 

 

281,354

 

 

 —

 

 

465,649

 

Interest expense

 

 

26,211

 

 

6,773

 

 

45,193

 

 

78,177

 

Segment profit (loss) (1)

 

 

22,994

 

 

(301,514)

 

 

27,659

 

 

(250,861)

 

Identifiable intangible assets, other than goodwill

 

 

 

 

8,249

 

 

 

 

8,249

 

Total assets

 

 

2,250,276

 

 

582,890

 

 

2,174,800

 

 

5,007,966

 

Capital expenditures (including non-cash)

 

 

57,761

 

 

15,396

 

 

1,085,844

 

 

1,159,001

 


(1)

Segment profit is operating income less interest expense

64


(3) Long‑term Debt

Long‑term debt consisted of the following as of December 31, 2018 and 2017 (in thousands):

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

  

 

 

2018

 

2017

 

Notes payable to banks, due in semi-annual installments, variable interest based on LIBOR, or with an interest rate of 4.00% through  2019, secured by aircraft

 

$

6,429

 

$

34,905

 

Notes payable to a financing company, due in semi-annual installments, variable interest based on LIBOR, or with an interest rate of 3.25% through 2021, secured by aircraft

 

 

36,324

 

 

97,612

 

Notes payable to banks, due in semi-annual installments plus interest at 6.10% to 6.51% through 2021, secured by aircraft

 

 

41,592

 

 

63,090

 

Notes payable to banks, due in monthly installments plus interest of 2.68% to 6.86% through 2025, secured by aircraft

 

 

371,300

 

 

372,157

 

Notes payable to banks, due in monthly installments, plus interest at 4.07% to 6.05% through 2029, secured by aircraft

 

 

105,069

 

 

49,001

 

Notes payable to banks, due in quarterly installments, plus interest at 3.39% to 5.08% through 2030, secured by aircraft

 

 

2,621,416

 

 

2,085,822

 

Notes payable to banks due in monthly installments, interest at 3.30% through 2019, secured by spare engines

 

 

3,308

 

 

9,763

 

Long-term debt

 

$

3,185,438

 

$

2,712,350

 

Current portion of long-term debt

 

 

(354,072)

 

 

(313,243)

 

Less long-term portion of unamortized debt issue cost, net

 

 

(21,598)

 

 

(21,761)

 

Long-term debt, net of current maturities and debt issue costs

 

$

2,809,768

 

$

2,377,346

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

354,072

 

 

313,243

 

Less current portion of unamortized debt issue cost, net

 

 

(3,866)

 

 

(3,565)

 

Current portion of long-term debt, net of debt issue costs

 

$

350,206

 

$

309,678

 

During the year ended December 31, 2018, the Company acquired 39 new E175 aircraft. Approximately 85% of the aircraft purchase price was financed through the issuance of debt and 15% of the aircraft purchase price was paid with cash.

As of December 31, 2018 and 2017, the Company had $3.2 billion and $2.7 billion, respectively, of long‑term debt obligations primarily related to the acquisition of aircraft and certain spare engines. The average effective interest rate on the debt related to those long-term debt obligations at December 31, 2018 and 2017, was approximately 4.2% and 3.9%, respectively.

During the year ended December 31, 2018, the Company used $43.5 million in cash to extinguish $43.5 million in debt early. The payment did not result in a pre-tax gain or loss in the consolidated statements of comprehensive income (loss).  The Company did not extinguish any debt early during 2017.  During the year ended December 31, 2016, the Company used $16.5 million in cash to extinguish $18.4 million in debt early. The payment resulted in a pre-tax gain of $1.3 million, reflected as other income in the consolidated statements of comprehensive income (loss).

65


The aggregate amounts of principal maturities of long‑term debt as of December 31, 2018 were as follows (in thousands):

 

 

 

 

 

2019

    

$

354,072

 

2020

 

 

351,738

 

2021

 

 

347,835

 

2022

 

 

353,935

 

2023

 

 

359,677

 

Thereafter

 

 

1,418,181

 

 

 

$

3,185,438

 

As of December 31, 2018 and 2017, SkyWest Airlines had a $75 million line of credit. The line of credit includes minimum liquidity and profitability covenants and is secured by certain assets. As of December 31, 2018 and 2017, SkyWest Airlines had no amount outstanding under the facility. However, at December 31, 2018 and 2017 the Company had $9.7 million and $14.8 million, respectively, in letters of credit issued under the facility which reduced the amount available under the facility to $65.3 million and $60.2 million, respectively. The facility expires on September 1, 2021 and has a variable interest rate of LIBOR plus 2.5% at December 31, 2018.

As of December 31, 2018 and 2017, the Company had $78.7 million and $87.4 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions in addition to the letters of credit outstanding under the line of credit.

(4) Income Taxes

The provision (benefit) for income taxes includes the following components (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

Current tax provision (benefit):

    

 

    

    

 

    

    

 

    

 

Federal

 

$

(21,598)

 

$

5,853

 

$

(3,801)

 

State

 

 

1,465

 

 

180

 

 

111

 

Foreign

 

 

1,575

 

 

 —

 

 

 —

 

 

 

 

(18,558)

 

 

6,033

 

 

(3,690)

 

Deferred tax provision (benefit):

 

 

 

 

 

 

 

 

 

 

Federal

 

 

92,250

 

 

(166,890)

 

 

(77,430)

 

State

 

 

12,250

 

 

20,133

 

 

(6,106)

 

 

 

 

104,500

 

 

(146,757)

 

 

(83,536)

 

Provision (benefit) for income taxes

 

$

85,942

 

$

(140,724)

 

$

(87,226)

 

66


The following is a reconciliation between a federal income tax rate of 21% for 2018 and 35% for 2017 and 2016 of income (loss) before income taxes and the effective tax rate which is derived by dividing the provision (benefit) for income taxes by the income (loss) before the provision for income (loss) taxes (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

Computed provision (benefit) for income taxes at the statutory rate

    

$

76,926

    

$

100,864

    

$

(87,084)

 

Increase (decrease) in income taxes resulting from:

 

 

 

 

 

 

 

 

 

 

State income tax provision (benefit), net of federal income tax benefit

 

 

12,711

 

 

7,778

 

 

(5,768)

 

Non-deductible expenses

 

 

1,956

 

 

3,230

 

 

3,552

 

Valuation allowance changes affecting the provision for income taxes

 

 

(1,187)

 

 

505

 

 

751

 

Foreign income taxes, net of federal & state benefit

 

 

1,192

 

 

 —

 

 

 —

 

Excess tax benefits from share-based compensation

 

 

(4,548)

 

 

(5,377)

 

 

 —

 

Revaluation of net deferred taxes for the Tax Act

 

 

 —

 

 

(246,845)

 

 

 —

 

Other, net

 

 

(1,108)

 

 

(879)

 

 

1,323

 

Provision (benefit) for income taxes

 

$

85,942

 

$

(140,724)

 

$

(87,226)

 

For the year ended December 31, 2018, the Company released $1.2 million of valuation allowance against certain deferred tax assets primarily associated with ExpressJet state net operating losses and Company capital loss carry forwards.  For the years ended December 31, 2017 and 2016, the Company recorded a $0.5 million and $0.8 million valuation allowance, respectively against certain deferred tax assets primarily associated with ExpressJet state net operating losses with a limited carry forward period.  The decrease in the valuation allowance for 2018 was primarily based on changes in the Company's income tax projections and capital gains generated which reduced the amount of deferred tax assets that are anticipated to expire before the deferred tax assets may be utilized.

The Company recorded a $4.5 million and $5.4 million benefit from share-based compensation in 2018 and 2017, respectively, relating to ASU 2016-09 which, beginning in 2017, requires excess tax benefits and deficiencies to be recognized in the income tax provision during the period stock options are exercised and when stock awards vest.

The significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

2018

 

2017

 

Deferred tax assets:

    

 

    

    

 

    

 

Accrued benefits

 

$

32,462

 

$

31,651

 

Net operating loss carryforward

 

 

344,375

 

 

122,648

 

AMT credit carryforward

 

 

15,744

 

 

23,443

 

Aircraft credits

 

 

35,924

 

 

53,870

 

Accrued reserves and other

 

 

18,710

 

 

26,647

 

Total deferred tax assets

 

 

447,215

 

 

258,259

 

Valuation allowance

 

 

(9,455)

 

 

(10,642)

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Accelerated depreciation

 

 

(955,919)

 

 

(666,637)

 

Total deferred tax liabilities

 

 

(955,919)

 

 

(666,637)

 

Net deferred tax liability

 

$

(518,159)

 

$

(419,020)

 

The Company’s deferred tax liabilities were primarily generated through accelerated depreciation, combined with shorter depreciable tax lives, allowed under the IRS tax code for purchased aircraft and support equipment compared to the Company’s depreciation policy under GAAP for such assets using the straight-line method (see note 1 Nature of Operations and Summary of Significant Accounting Policies).

67


The Company's valuation allowance is related to certain deferred tax assets with a limited carry forward period where the Company does not anticipate utilizing these deferred tax assets prior to the lapse of the carry forward period. The Company's AMT credit carryforward includes credits from prior acquisitions.

At December 31, 2018 and 2017, the Company had federal net operating losses of approximately $1,504.9 million and $491.4 million and state net operating losses of approximately $562.0 million and $302.5 million, respectively.  The estimated effective tax rate applicable to the federal and state net operating losses at December 31, 2018 was 21.0% and 3.36%, respectively.  The Company anticipated that the federal and state net operating losses will start to expire in 2030 and 2019, respectively.  The Company has recorded a valuation allowance for state net operating losses the Company anticipates will expire before the benefit will be realized due to the limited carry forward periods.  As of December 31, 2018 and 2017, the Company also had an alternative minimum tax credit of approximately $8.8 million and $23.4 million, respectively, which does not expire.  Under the new Tax Cuts and Jobs Act of 2017 (“Tax Act”), the Company anticipates it will realize the alternative minimum tax credit either by offsetting regular tax due or as a refundable credit over the next three years.

Under ASC Topic 740, the accounting guidance related to uncertainty in tax positions requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2018 is as follows (in thousands):

Unrecognized tax benefits at the beginning of year

$

               2,223

Gross increases - current year tax positions

             13,899

Gross increases - prior year tax positions

                    -  

Gross decreases - prior year tax positions

              (1,569)

Unrecognized tax benefits at end of year

$

             14,553

Interest and penalties in year-end balance

                    -  

The Company has not accrued any interest or penalties related to uncertain tax positions as of December 31, 2018, as the Company's tax attributes would offset the estimated interest and penalties.

(5) Commitments and Contingencies

Lease Obligations

The Company leases 260 aircraft, as well as airport facilities, office space, and various other property and equipment under non‑cancelable operating leases which are generally on a long‑term net rent basis where the Company pays taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. The following table summarizes future minimum rental payments required under operating leases that have non‑cancelable lease terms as of December 31, 2018 (in thousands):

 

 

 

 

 

2019

    

$

87,256

 

2020

 

 

101,741

 

2021

 

 

90,787

 

2022

 

 

72,593

 

2023

 

 

65,749

 

Thereafter

 

 

59,820

 

 

 

$

477,946

 

The majority of the Company’s leased aircraft are owned and leased through trusts whose sole purpose is to purchase, finance and lease these aircraft to the Company (“Leveraged Lease Agreements”).  The Company is not a

68


beneficiary of such trusts and the Company does not have an ownership interest in such trusts.  The Company’s leveraged leases do not require the Company to guarantee a portion of the residual values of the leased assets held by the trust and the Company’s leveraged lease agreements do not contain a fixed purchase option or have any other terms that represent variable interests in such trusts. As a result, the Company has not consolidated any of these trusts.

Total rental expense for non-cancelable aircraft operating leases was approximately $154.9 million, $215.8 million and $262.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The minimum rental expense for airport station rents was approximately $19.6 million, $30.3 million and $31.4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Self‑insurance

The Company self‑insures a portion of its potential losses from claims related to workers’ compensation, environmental issues, property damage, medical insurance for employees and general liability. Losses are accrued based on an estimate of the ultimate aggregate liability for claims incurred, using standard industry practices and the Company’s actual experience. Actual results could differ from these estimates.

Legal Matters

The Company is subject to certain legal actions which it considers routine to its business activities. As of December 31, 2018, management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on the Company’s financial position, liquidity or results of operations.

Concentration Risk and Significant Customers

The Company requires no collateral from its major airline partners or customers, but monitors the financial condition of its major airline partners. Under the majority of the Company’s code-share agreements, the Company receives weekly payments from its major code-share partners that approximate a significant percentage of the compensation earned for such period.  Additionally, the Company provides certain customer service functions at multiple airports for various airlines and the Company maintains an allowance for doubtful accounts receivable based upon expected collectability of all accounts receivable. The Company’s allowance for doubtful accounts totaled $158,000 and $157,000 as of December 31, 2018 and 2017, respectively. For the years ended December 31, 2018, 2017 and 2016, the Company’s contractual relationships with Delta and United combined accounted for approximately 81.4%,  82.9% and 88.7%, respectively of the Company’s total revenues.

Employees Under Collective Bargaining Agreements

As of December 31, 2018, the Company had approximately 15,900 full‑time equivalent employees.  As of December 31, 2018, ExpressJet had 2,932 full-time equivalent employees of which approximately 2,320 employees where represented by a union.  Although no SkyWest Airlines employees are represented by a union, certain SkyWest Airline employees are covered under a stable and binding collective bargaining agreement that is administered by employee representatives.

(6)

As of December 31, 2020, the Company leased aircraft, airport facilities, office space, and other property and equipment under non-cancelable operating leases, which are generally on a long-term, triple-net lease basis pursuant to which the Company pays taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. The Company expects that, in the normal course of business, such operating leases that expire will be renewed or replaced by other leases, or the property may be purchased rather than leased. The following table summarizes future minimum rental payments primarily related to leased aircraft required under operating leases that had initial or remaining non-cancelable lease terms as of December 31, 2020 (in thousands):

2021

    

$

85,869

 

2022

 

77,780

2023

 

69,530

2024

 

28,091

2025

 

15,751

Thereafter

 

82,719

$

359,740

Total rental expense for non-cancelable aircraft operating leases was approximately $65.3 million, $72.0 million and $154.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. The minimum rental expense for airport station rents was approximately $20.1 million, $23.1 million and $19.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.

(8) Fair Value Measurements

The Company holds certain assets that are required to be measured at fair value in accordance with GAAP. The Company determined fair value of these assets based on the following three levels of inputs:

Level 1

Level 1—Quoted prices in active markets for identical assets or liabilities.

69


Level 2Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non‑active market for valuation of these securities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions.

As of December 31, 2018, the Company held certain assets that are required to be measured at fair value on a recurring basis. Assets measured at fair value on a recurring basis are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2018

 

 

    

Total

    

Level 1

    

Level 2

    

Level 3

 

Marketable Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonds and bond funds

 

$

229,783

 

$

 —

 

$

229,783

 

$

 —

 

Commercial paper

 

 

131,162

 

 

 —

 

 

131,162

 

 

 —

 

 

 

$

360,945

 

$

 —

 

$

360,945

 

$

 —

 

Cash, Cash Equivalents and Restricted Cash

 

 

328,384

 

 

328,384

 

 

 —

 

 

 —

 

Total Assets Measured at Fair Value

 

$

689,329

 

$

328,384

 

$

360,945

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2017

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Marketable Securities

    

 

    

    

 

    

    

 

    

    

 

    

 

Bonds and bond funds

 

$

344,251

 

$

 

$

344,251

 

$

 

Commercial paper

 

 

159,252

 

 

 

 

159,252

 

 

 

 

 

$

503,503

 

$

 —

 

$

503,503

 

$

 —

 

Cash, Cash Equivalents and Restricted Cash

 

 

181,792

 

 

181,792

 

 

 

 

 

Total Assets Measured at Fair Value

 

$

685,295

 

$

181,792

 

$

503,503

 

$

 —

 


The Company’s “Marketable Securities” classified as Level 2 primarily utilize broker quotes in a non‑activenon-active market for valuation of these securities.

No significant transfers between Level 1,  Level 2 and Level 3 occurred during the year ended December 31, 2018. The Company’s policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period.

(7) Special Items

The following table summarizes the components of the Company's special items, for the year ended December 31, 2018, 2017 and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

    

2018

    

2017

    

2016

Special items:

 

 

 

 

 

 

 

 

 

CRJ200 aircraft related items 1

 

$

 

$

 

$

424,466

ERJ145 aircraft related items 2

 

 

 

 

 

 

41,183

Total special items

 

$

 

$

 

$

465,649


(1)

Consists primarily of inventory valuation charges and impairment charges to write-down CRJ200 aircraft including related long-lived assets to their estimated fair value. The estimated fair value of the long-lived assets, including the aircraft and fixed asset spare parts inventory, was based on third-party appraisals on the assets. These values were estimated based on listed market values or recent third-party market transactions for similar assets. Additionally, the

70


Company estimated the fair value of certain long-lived prepaid lease assets using the net present value of estimated current CRJ200 lease rates. All fair values are considered to be Level 3 within the fair value hierarchy. Of the special items $184.3 million related to SkyWest Airlines and $240.2 million related to ExpressJet. These charges are net of $90 million in cash proceeds and other considerations from the Bombardier termination agreement. These special items are reflected in the SkyWest Airlines and ExpressJet operating expenses under Note 2 Segment Reporting.

(2)

The ERJ145 aircraft related items recorded in the 2016 special charge consist primarily of inventory valuation charges and impairment charges to write-down certain ERJ145 long-lived assets, which primarily consisted of spare engines and ERJ145 spare aircraft parts, to their estimated fair value of $41.2 million.  The estimated fair value of the long-lived assets was based on third-party appraisals and valuations for similar assets which is considered an unobservable input (Level 3) under the fair value hierarchy. These special items are reflected in the ExpressJet operating expenses under Note 2 Segment Reporting

(8) Capital Transactions

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series without shareholder approval. No shares of preferred stock are presently outstanding. The Company’s Board of Directors is authorized, without any further action by the shareholders of the Company, to (i) divide the preferred stock into series; (ii) designate each such series; (iii) fix and determine dividend rights; (iv) determine the price, terms and conditions on which shares of preferred stock may be redeemed; (v) determine the amount payable to holders of preferred stock in the event of voluntary or involuntary liquidation; (vi) determine any sinking fund provisions; and (vii) establish any conversion privileges.

Stock Compensation

On May 4, 2010, the Company’s shareholders approved the adoption of the SkyWest, Inc. 2010 Long‑Term Incentive Plan, which provides for the issuance of up to 5,150,000 shares of common stock to the Company’s directors, employees, consultants and advisors (the “2010 Incentive Plan”). The 2010 Incentive Plan provides for awards in the form of options to acquire shares of common stock, stock appreciation rights, restricted stock grants, restricted stock units and performance awards. The 2010 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which is authorized to designate option grants as either incentive stock options for income tax purposes (“ISO”) or non-statutory stock options ISOs are granted at not less than 100% of the market value of the underlying common stock on the date of grant. Non‑statutory stock options are granted at a price as determined by the Compensation Committee. As of December 31, 2018 the 2010 Incentive Plan had 2.0 million shares remaining available for future issuance.

Stock Options

The fair value of stock options awarded under the Company’s stock option plans has been estimated as of the grant date using the Black‑Scholes option pricing model. The Company uses historical data to estimate option exercises and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities are based on the historical volatility of the Company’s traded stock and other factors. During the years ended December 31, 2018 and 2017, the Company did not grant any options to purchase shares of common stock. The Company granted 206,021 stock options to employees under the 2010 Incentive Plan during the years ended December 31, 2016. Stock options granted in 2016 vest in three equal installments over a three-year period.  The

71


following table shows the assumptions used and weighted average fair value for grants in the years ended December 31, 2016.

 

 

 

 

 

 

    

2016

    

Expected annual dividend rate

 

 

1.08

%  

Risk-free interest rate

 

 

1.15

%  

Average expected life (years)

 

 

5.7

 

Expected volatility of common stock

 

 

0.412

 

Forfeiture rate

 

 

0.0

%  

Weighted average fair value of option grants

 

$

5.27

 

The Company recorded share‑based compensation expense only for those options—Unobservable inputs that are expectedsupported by little or no market activity and that are significant to vest. The estimatedthe fair value of the stock options is amortized overassets or liabilities, therefore requiring an entity to develop its own assumptions.

As of December 31, 2020, the Company held certain assets that are required to be measured at fair value on a recurring basis. Assets measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurements as of December 31, 2020

    

Total

    

Level 1

    

Level 2

    

Level 3

 

Marketable Securities

Bonds and bond funds

$

117,928

$

$

117,928

$

Commercial paper

 

492,257

 

 

492,257

 

$

610,185

$

$

610,185

$

Cash, Cash Equivalents and Restricted Cash

215,723

 

215,723

 

 

Total Assets Measured at Fair Value

$

825,908

$

215,723

$

610,185

$

72

Fair Value Measurements as of December 31, 2019

 

Total

Level 1

Level 2

Level 3

 

Marketable Securities

    

    

    

    

    

    

    

    

Bonds and bond funds

$

267,243

$

$

267,243

$

Commercial paper

 

165,723

 

 

165,723

 

$

432,966

$

$

432,966

$

Cash, Cash Equivalents and Restricted Cash

87,206

 

87,206

 

 

Total Assets Measured at Fair Value

$

520,172

$

87,206

$

432,966

$

The Company’s “Marketable Securities” classified as Level 2 primarily utilize broker quotes in a non-active market for valuation of these securities.

No significant transfers between Level 1, Level 2 and Level 3 occurred during the year ended December 31, 2020. The Company’s policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period.

(9) Special Items

The following table summarizes the components of the Company's special items, for the year ended December 31, 2020, 2019 and 2018 (in thousands):

Year ended December 31,

    

2020

    

2019

    

2018

Special items:

Parts Credit 1

$

$

18,508

$

Employee severance 2

 

3,361

 

Total special items

$

$

21,869

$

(1)The Company terminated an agreement with an aircraft manufacturer that obligated the vesting periodCompany to future aircraft lease return conditions on aircraft the Company leased. In conjunction with the terminated agreement, the aircraft manufacturer released the Company from the future aircraft lease return obligations and the Company agreed to terminate aircraft part credits previously issued by the manufacturer to the Company. As a result of the respective stock option grants.

Options are exercisable for a period as defined by the Compensation Committee on the date granted; however, no stock option will be exercisable before six months have elapsed from the date of grant and no stock option shall be exercisable after seven years from the date of grant. The following table summarizes the stock option activity for all of the Company’s plans for the years ended December 31, 2018, 2017 and 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2016

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Average

 

Aggregate

 

 

 

Weighted

 

 

 

Weighted

 

 

 

 

 

Average

 

Remaining

 

Intrinsic

 

 

 

Average

 

 

 

Average

 

 

 

Number of

 

Exercise

 

Contractual

 

Value

 

Number of

 

Exercise

 

Number of

 

Exercise

 

 

 

Options

 

Price

 

Term

 

($000)

 

Options

 

Price

 

Options

 

Price

 

Outstanding at beginning of year

 

458,103

 

$

13.73

  

4.0

years

$

18,034.1

 

819,981

  

$

13.58

    

1,064,429

    

$

13.64

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

206,021

 

 

14.90

 

Exercised

 

(157,523)

 

 

13.80

 

 

 

 

 

 

(356,209)

 

 

13.36

 

(351,296)

 

 

14.17

 

Cancelled

 

 

 

 

 

 

 

 

 

(5,669)

 

 

14.33

 

(99,173)

 

 

14.90

 

Outstanding at end of year

 

300,580

 

 

13.70

 

3.0

years

$

9,249.4

 

458,103

 

 

13.73

 

819,981

 

 

13.58

 

Exercisable at December 31, 2018

 

235,672

 

 

13.36

 

2.7

years

$

7,330.7

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2017

 

254,192

 

 

13.17

 

3.4

years

$

10,150.8

 

 

 

 

 

 

 

 

 

 

 

The total intrinsic value of options to acquire shares of the Company’s common stock that were exercised during the years ended December 31, 2018, 2017 and 2016 was $7,100,000,  $9,940,000 and $4,250,000, respectively.

The following table summarizes the status of the Company’s non‑vested stock options as of December 31, 2018:

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

 

 

 

Number of

 

Grant-Date

 

 

 

Shares

 

Fair Value

 

Non-vested shares at beginning of year

 

203,911

 

$

5.17

 

Granted

 

 —

 

 

 —

 

Vested

 

 (139,003)

 

 

 5.10

 

Cancelled

 

 —

 

 

 —

 

Non-vested shares at end of year

 

64,908

 

$

5.32

 

72


The following table summarizes information about the Company’s stock options outstanding at December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Remaining

 

Weighted Average

 

Number

 

Weighted Average

 

Range of Exercise Prices

 

Outstanding

 

Contractual Life

 

Exercise Price

 

Exercisable

 

Exercise Price

 

$12.00

to

$13.99

    

193,231

  

 2.4

years

    

$

 13.04

 

193,231

    

$

13.04

 

$14.00

to

$15.99

 

104,159

 

4.1

years

 

 

14.78

 

41,292

 

 

14.78

 

$16.00

to

$19.00

 

3,190

 

 3.8

years

 

 

18.31

 

1,149

 

 

17.25

 

$12.00

to

$19.00

 

300,580

 

 3.0

years

 

$

13.70

 

235,672

 

$

13.36

 

Restricted Stock Units (“RSUs”)

During the year ended December 31, 2018, the Company granted 115,044restricted stock units to certain of the Company’s employees under the 2010 Incentive Plan. The restricted stock units granted during the year ended December 31, 2018 have a three‑year cliff-vesting period, during which the recipient must remain employed with the Company or its subsidiaries. The weighted average fair value of the restricted stock units at the date of grants made during the year ended December 31, 2018 was $53.40 per share.

The following table summarizes the activity of restricted stock units granted to certain Company employees for the years ended December 31, 2018, 2017 and 2016: 

:

 

 

 

 

 

 

 

    

 

    

 

Weighted-Average

 

 

 

 

 

 

Grant-Date Fair

 

 

 

Number of RSUs

 

 

Value

 

Non-vested RSUs outstanding at December 31, 2015

 

809,299

 

$

13.13

 

Granted

 

384,148

 

 

14.81

 

Vested

 

(215,146)

 

 

13.29

 

Cancelled

 

(51,370)

 

 

13.72

 

Non-vested RSUs outstanding at December 31, 2016

 

926,931

 

$

13.65

 

Granted

 

160,137

 

 

35.81

 

Vested

 

(230,903)

 

 

12.01

 

Cancelled

 

(40,575)

 

 

15.78

 

Non-vested RSUs outstanding at December 31, 2017

 

815,590

 

$

18.35

 

Granted

 

115,044

 

 

53.40

 

Vested

 

(330,580)

 

 

13.57

 

Cancelled

 

(24,273)

 

 

27.77

 

Non-vested RSUs outstanding at December 31, 2018

 

575,781

 

$

27.71

 

Performance Stock Units (“PSUs”)

During the year ended December 31, 2018, the Compensation Committee granted performance share units, which are performance based restricted stock units, to certain Company employees with three-year performance-based financial metrics that the Company must meet before those awards may be earned and the performance period is measured for the three years ending December 31, 2020. The Company’s compensation expense for performance share units is based upon the projected number of performance share units estimated to be awarded at the conclusion of the performance period. During 2018, the Compensation Committee awarded 92,335 additional shares of stock related to the performance share grant in 2015 based on the Company’s performance for the three years ended December 31, 2017 measured against the pre-established targets for the same period. The Compensation Committee will determine the achievement of performance results and corresponding vesting of performance shares for each year’s grant in 2016, 2017 and 2018. At the end of each performance period, the number of shares awarded can range from 0% to 200% of the original granted amount for performance share units granted in 2018 and 2017. Performance shares granted in 2016 can

73


range from 0% to 150% of the original granted amount, depending on the performance against the pre-established targets.

The following table summarizes the activity of performance share units granted at target as of December 31, 2018.

 

 

 

 

 

 

 

    

 

    

 

Weighted-Average

 

 

 

 

 

Grant-Date 

 

 

Number of  PSUs

 

 

Fair Value

Non-vested PSUs outstanding at December 31, 2015

 

202,829

 

$

13.62

Granted 

 

183,577

 

 

14.89

Vested

 

 

 

 —

Cancelled

 

(22,413)

 

 

14.16

Non-vested PSUs outstanding at December 31, 2016

 

 363,993

 

$

14.23

Granted

 

119,315

 

 

35.81

Vested

 

 

 

 —

Cancelled

 

(14,732)

 

 

15.00

Non-vested PSUs outstanding at December 31, 2017

 

468,576

 

$

19.70

Granted

 

90,264

 

 

 53.41

Additional PSUs awarded from the 2015 grant

 

92,335

 

 

 13.62

Vested

 

(277,029)

 

 

13.62

Cancelled

 

 (3,229)

 

 

 30.09

Non-vested PSUs outstanding at December 31, 2018

 

370,917

 

$

 30.84

During the years ended December 31, 2018, 2017 and 2016 the Company granted fully‑vested shares of common stock to the Company’s directors in the amounts of 15,165,  22,617 and 42,624 shares, respectively, with a weighted average grant‑date fair value of $53.40,  $35.81, and $14.78 respectively.

During the year ended December 31, 2018, 2017 and 2016,terminated agreement, the Company recorded equity‑based compensationa non-cash expense of $13.1$18.5 million $10.6 million and $7.6 million, respectively.

As of December 31, 2018,(pre-tax) during 2019 to write-off the Company had $12.7 million of total unrecognized compensation cost related to non‑vested stock options, non‑vested restricted stock grants and non-vested performance stock units. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. The Company expects to recognize this cost overterminated aircraft part credits, which was reflected as a weighted average period of 1.7 years.

Taxes

The Company’s treatment of stock option grants of non‑qualified options, restricted stock units and performance shares resultsspecial items operating expense in the creationconsolidated statement of a deferred tax asset, which is a temporary difference, until the time that the option is exercised or the restrictions lapse.

(9) Retirement Plans and Employee Stock Purchase Plans

SkyWest Retirement Plan

The Company sponsors the SkyWest, Inc. Employees’ Retirement Plan (the “SkyWest Plan”). Employees who have completed 90 days of service andcomprehensive income. These special items are at least 18 years of age are eligible for participationreflected in the SkyWest Plan. Employees may elect to make contributions to the SkyWest Plan. Generally, the Company matches 100% of such contributions up to levels ranging from 2% to 12% of compensation, based on position and years of service.  Additionally, a discretionary contribution may be made by the Company. The Company’s combined contributions to the SkyWest Plan were $35.6 million, $26.1 million and $23.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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ExpressJet and Atlantic Southeast Retirement Plans

ExpressJet (formerly Atlantic Southeast) sponsors the Atlantic Southeast Airlines Inc. Investment Savings Plan (the “Atlantic Southeast Plan”). Employees who have completed 90 days of service and are 18 years of age are eligible for participation in the Atlantic Southeast Plan. Employees may elect to make contributions to the Atlantic Southeast Plan, ExpressJet will match up to 6% of each participant’s total compensation, based on years of service and other provisions included in the Atlantic Southeast Plan. Additionally, participants are 100% vested in their elective deferrals and rollover amounts in company matching contributions.

ExpressJet additionally sponsors the ExpressJet Airlines, Inc. 401(k) Savings Plan (the “ExpressJet Retirement Plan”). Substantially all of ExpressJet’s domestic employees were covered by this plan at the time the Company acquired ExpressJet in 2010. Effective January 1, 2009, the ExpressJet Retirement Plan was amended such that certain matching payment amounts have been reduced or eliminated depending on the terms of the collective bargaining unit or work group, as applicable.

ExpressJet’s contribution to the Atlantic Southeast and the ExpressJet Retirement Plans was $15.4 million, $17.8 million and $21.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Employee Stock Purchase Plans

In May 2009, the Company’s Board of Directors approved the SkyWest, Inc. 2009 Employee Stock Purchase Plan (the “2009 Stock Purchase Plan”). All employees who have completed 90 days of employment with the Company or one of its subsidiaries are eligible to participate in the 2009 Stock Purchase Plan, except employees who own five percent or more of the Company’s common stock. The 2009 Stock Purchase Plan enables employees to purchase shares of the Company’s common stock at a five percent discount, through payroll deductions. Employees can contribute up to 15% of their base pay, not to exceed $25,000 each calendar year, for the purchase of shares. Shares are purchased semi-annually at a five percent discount based on the end of the period price. Employees can terminate their participation in the 2009 Stock Purchase Plan at any time upon written notice.

The following table summarizes purchases madeoperating expenses under the 2009 Employee Stock Purchase Plans during the years ended December 31, 2018, 2017 and 2016:Note 3 Segment Reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

Number of shares purchased

    

 

60,950

    

 

88,362

    

 

151,531

 

Average price of shares purchased

 

$

49.85

 

$

33.96

 

$

20.87

 


The 2009 Stock Purchase Plan is a non‑compensatory plan under the accounting guidance. Therefore, no compensation expense was recorded for the years ended December 31, 2018, 2017 and 2016.

(10) Stock Repurchase

The Company’s Board of Directors has adopted a stock repurchase program which authorizes the Company to repurchase shares of the Company’s common stock in the public market or in private transactions, from time to time, at prevailing prices. The Company’s stock repurchase program authorizes the repurchase of up to $100.0 million of the Company’s common stock, over a three year period commencing on February 9, 2017, of which $25.5 million remained available at December 31, 2018.

(2)During the years ended December 31, 2018 and 2017, the Company repurchased 1.0 million and 0.5 million shares of common stock for approximately $54.4 million and $20.0 million, respectively at a weighted average price per share of $56.25 and $41.36, respectively. The Company did not repurchase any shares of its common stock during the year ended December 31, 2016. Additionally, during the year ended December 31, 2018 and 2017, the Company paid $13.6 million and $5.1 million, respectively, for a net settlement of the income tax obligation on employee equity awards that vested during the applicable periods.

75


(11) Related‑Party Transactions

During the year ended December 31, 2018, the Company purchased $206,000 of spare aircraft parts from an entity affiliated with a director of the Company.

(12)  Subsequent Events

ExpressJet Sale

On January 22, 2019, the Company completed the previously announced saleincurred $3.4 million of its wholly owned subsidiary ExpressJet. The Company anticipatesemployee severance related costs associated with the sale of ExpressJet will resultthat are also reflected in a gainspecial items. These special items are reflected in the ExpressJet operating expenses under Note 3 Segment Reporting.

(10) Capital Transactions

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series without shareholder approval. NaN shares of preferred stock are presently outstanding. The Company’s Board of Directors is authorized, without any further action by the shareholders of the Company, to (i) divide the preferred stock into series; (ii) designate each such series; (iii) fix and determine dividend rights; (iv) determine the price, terms and conditions on which shares of preferred stock may be redeemed; (v) determine the amount payable to holders of preferred stock in the event of voluntary or involuntary liquidation; (vi) determine any sinking fund provisions; and (vii) establish any conversion privileges.

73

Stock Compensation

On May 7, 2019, the Company’s shareholders approved the adoption of the SkyWest, Inc. 2019 Long-Term Incentive Plan, which provides for the issuance of up to 4,500,000 shares of common stock to the Company’s directors, employees, consultants and advisors (the “2019 Incentive Plan”). The 2019 Incentive Plan provides for awards in the form of options to acquire shares of common stock, stock appreciation rights, restricted stock grants, restricted stock units and performance awards. The 2019 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). As of December 31, 2020, the 2019 Incentive Plan had 4.1 million shares remaining available for future issuance.

Stock Options

The fair value of stock options awarded under the Company’s stock option plans has been estimated as of the grant date using the Black-Scholes option pricing model. The Company uses historical data to estimate option exercises and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities are based on the historical volatility of the Company’s traded stock and other factors. During the years ended December 31, 2020, 2019 and 2018, the Company did not grant any options to purchase shares of common stock to its employees.

Options are exercisable for a period as defined by the Compensation Committee on the date granted; however, no stock option will be exercisable before six months have elapsed from the date of grant and no stock option shall be exercisable after seven years from the date of grant. The following table summarizes the stock option activity for all of the Company’s plans for the years ended December 31, 2020, 2019 and 2018.

2020

2019

2018

 

Weighted

 

Weighted

Average

Aggregate

Weighted

Weighted

 

Average

Remaining

Intrinsic

Average

Average

 

Number of

Exercise

Contractual

Value

Number of

Exercise

Number of

Exercise

 

Options

Price

Term

($000)

Options

Price

Options

Price

 

Outstanding at beginning of year

    

60,231

 

14.74

 

3.1

years

$

3,005.1

    

300,580

    

$

13.70

    

458,103

    

$

13.73

Granted

 

 

 

 

 

 

Exercised

 

(2,578)

 

14.78

 

(232,514)

 

13.36

 

(157,523)

 

13.80

Cancelled

 

 

 

(7,835)

 

15.86

 

 

Outstanding at end of year

 

57,653

 

14.74

 

2.1

years

$

1,474.5

 

60,231

 

14.74

 

300,580

 

13.70

Exercisable at December 31, 2020

 

57,653

14.74

2.1

years

$

1,474.5

Exercisable at December 31, 2019

 

60,231

14.74

3.1

years

$

3,005.1

The total intrinsic value of options to acquire shares of the Company’s common stock that were exercised during the years ended December 31, 2020, 2019 and 2018 was $0.1 million, $10.5 million and $7.1 million, respectively. All of the Company’s stock options were vested as of December 31, 2020.

74

The following table summarizes information about the Company’s stock options outstanding at December 31, 2020:

Options Outstanding

Options Exercisable

 

Weighted Average

 

Number

Remaining

Weighted Average

Number

Weighted Average

 

Range of Exercise Prices

Outstanding

Contractual Life

Exercise Price

Exercisable

Exercise Price

 

$13.00

to

$13.99

    

2,034

  

0.1

years

    

$

13.51

2,034

    

$

13.51

$14.00

to

$15.00

 

55,619

 

1.1

years

 

14.78

 

55,619

 

14.78

$13.00

to

$15.00

 

57,653

 

1.1

years

$

14.74

 

57,653

$

14.74

Restricted Stock Units (“RSUs”)

During the year ended December 31, 2020, the Company granted 82,505restricted stock units to certain of the Company’s employees under the 2019 Incentive Plan. The restricted stock units granted during the year ended December 31, 2020 have a three-year cliff-vesting period, during which the recipient must remain employed with the Company or its subsidiaries. The weighted average fair value of the restricted stock units at the date of grants made during the year ended December 31, 2020 was $61.45 per share.

The following table summarizes the activity of restricted stock units granted to certain Company employees for the years ended December 31, 2020, 2019 and 2018:

    

    

Weighted-Average

 

Grant-Date Fair

 

Number of RSUs

Value

 

Non-vested RSUs outstanding at December 31, 2017

 

815,590

$

18.35

Granted

 

115,044

 

53.40

Vested

 

(330,580)

 

13.57

Cancelled

 

(24,273)

 

27.77

Non-vested RSUs outstanding at December 31, 2018

 

575,781

$

27.71

Granted

 

104,120

 

48.65

Vested

 

(251,853)

 

14.79

Cancelled

 

(143,362)

 

30.85

Non-vested RSUs outstanding at December 31, 2019

 

284,686

$

45.21

Granted

 

82,505

 

61.45

Vested

 

(103,231)

 

35.81

Cancelled

 

(25,983)

 

52.31

Non-vested RSUs outstanding at December 31, 2020

 

237,977

$

54.15

Performance Stock Units (“PSUs”)

During the year ended December 31, 2020, the Compensation Committee granted performance share units, which are performance based restricted stock units, to certain Company employees. The PSUs are based on cumulative three-year performance-based metrics ending December 31, 2022 that the Company must meet before those awards may be measured and earned. The Company’s compensation expense for performance share units is based upon the projected number of performance share units estimated to be awarded at the conclusion of the performance period. During 2020, the Compensation Committee awarded 83,042 additional shares of stock related to the performance share grant in 2017 based on the Company’s performance for the three years ended December 31, 2019 measured against the pre-established targets for the same period. The Compensation Committee will determine the achievement of performance results and corresponding vesting of performance shares for each year’s grant in 2018, 2019 and 2020 following the conclusion of the respective performance period. At the end of each performance period, the number of shares awarded can range from 0% to 200% of the original granted amount for performance share units granted in 2020, 2019 and 2018.

75

The following table summarizes the activity of performance share units granted at target as of December 31, 2020:

    

    

Weighted-Average

Grant-Date 

Number of  PSUs

Fair Value

Non-vested PSUs outstanding at December 31, 2017

 

468,576

$

19.70

Granted

 

90,264

 

53.41

Additional PSUs awarded from the 2015 grant

 

92,335

 

13.62

Vested

 

(277,029)

 

13.62

Cancelled

 

(3,229)

 

30.09

Non-vested PSUs outstanding at December 31, 2018

 

370,917

$

30.84

Granted

 

87,864

 

48.81

Additional PSUs awarded from the 2016 grant

 

67,853

 

14.80

Vested

 

(203,582)

 

14.80

Cancelled

 

(89,481)

 

34.70

Non-vested PSUs outstanding at December 31, 2019

 

233,571

$

45.44

Granted

 

69,132

 

61.45

Additional PSUs awarded from the 2017 grant

 

83,042

 

35.81

Vested

 

(166,084)

 

35.81

Cancelled

 

(23,052)

 

53.66

Non-vested PSUs outstanding at December 31, 2020

 

196,609

$

54.17

During the years ended December 31, 2020, 2019 and 2018 the Company granted fully-vested shares of common stock to the Company’s directors in the amounts of 14,643, 18,576 and 15,165 shares, respectively, with a weighted average grant-date fair value of $61.45, $48.45, and $53.40 respectively.

During the year ended December 31, 2020, 2019 and 2018, the Company recorded equity-based compensation expense of $6.8 million, $10.3 million and $13.1 million, respectively. Additionally, the Company incurred $7.9 million of employee severance related costs associated with the sale of ExpressJet, partially offset by a forfeiture credit of $4.5 million, primarily resulting from stock-based compensation awards that terminated upon the sale of ExpressJet during 2019.

As of December 31, 2020, the Company had $9.2 million of total unrecognized compensation cost related to non-vested restricted stock grants and non-vested performance stock units. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. The Company expects to recognize this cost over a weighted average period of 1.7 years.

Taxes

The Company’s treatment of stock option grants of non-qualified options, restricted stock units and performance shares results in the creation of a deferred tax asset, which is a temporary difference, until the time that the option is exercised or the restrictions lapse.

Warrants

During the year ended December 31, 2020 the Company issued to Treasury warrants to purchase 370,720 shares of the Company’s common stock as part of the CARES Act payroll support. The warrants were issued with an exercise price of $28.38 per share for a five-year term from the date of issuance. The fair value of the warrants issued to Treasury was estimated as of the grant date using the Black-Scholes option pricing model. The Company estimated a weighted average fair value of the warrants issued to Treasury at $13.57 per share.

Additionally, the Company issued to Treasury warrants to purchase 211,416 shares of the Company’s common stock in conjunction with the Company’s $60 million borrowing under the CARES Act Secured Loan facility. The

76

warrants were issued with an exercise price of $28.38 per share for a five-year term from the date of issuance. The weighted average fair value of these warrants was estimated at $15.22 per share using the Black-Scholes option pricing model.

(11) Retirement Plans and Employee Stock Purchase Plans

SkyWest Retirement Plan

The Company sponsors the SkyWest, Inc. Employees’ Retirement Plan (the “SkyWest Plan”). Employees who are at least 18 years of age are eligible for participation in the SkyWest Plan. Employees may elect to make contributions to the SkyWest Plan. Generally, the Company matches 100% of such contributions up to levels ranging from 2% to 12% of compensation, based on position and years of service. Additionally, a discretionary contribution may be made by the Company. The Company’s combined contributions to the SkyWest Plan were $31.9 million, $40.7 million and $35.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Employee Stock Purchase Plans

In May 2009, the Company’s Board of Directors approved the SkyWest, Inc. 2009 Employee Stock Purchase Plan (the “2009 Stock Purchase Plan”). All employees who have completed 90 days of employment with the Company or one of its subsidiaries are eligible to participate in the 2009 Stock Purchase Plan, except employees who own 5 percent or more of the Company’s common stock. The 2009 Stock Purchase Plan enables employees to purchase shares of the Company’s common stock at a 5 percent discount, through payroll deductions. Employees can contribute up to 15% of their base pay, not to exceed $25,000 each calendar year, for the purchase of shares. Shares are purchased semi-annually at a 5 percent discount based on the end of the period price. Employees can terminate their participation in the 2009 Stock Purchase Plan at any time upon written notice.

The following table summarizes purchases made under the 2009 Employee Stock Purchase Plans during the years ended December 31, 2020, 2019 and 2018:

��

Year ended December 31,

 

2020

2019

2018

 

Number of shares purchased

    

65,512

    

65,148

    

60,950

Average price of shares purchased

$

42.45

$

48.58

$

49.85

The 2009 Stock Purchase Plan is a non-compensatory plan under the accounting guidance. Therefore, 0 compensation expense was recorded for the years ended December 31, 2020, 2019 and 2018.

(12) Stock Repurchase

The Company’s Board of Directors has adopted a stock repurchase program which authorizes the Company to repurchase shares of the Company’s common stock in the public market or in private transactions, from time to time, at prevailing prices. The Company’s stock repurchase program authorizes the repurchase of up to $250.0 million of the Company’s common stock commencing on February 5, 2019, of which $139.6 million remained available at December 31, 2020. Under the terms of the Treasury Loan Agreement, the Company is restricted from repurchasing shares of its common stock for a twelve-month period following repayment of the loan in full.

During the years ended December 31, 2020, 2019 and 2018, the Company repurchased 0.4 million, 1.7 million and 1.0 million shares of common stock for approximately $20.0 million, $94.6 million and $54.4 million, respectively at a weighted average price per share of $51.87, $56.86 and $56.25, respectively. Additionally, during the year ended December 31, 2020, 2019 and 2018, the Company paid $6.2 million, $9.3 million and $13.6 million, respectively, for a net settlement of the income tax obligation on employee equity awards that vested during the applicable periods.

77

(13) Related-Party Transactions

During the year ended December 31, 2020, the Company purchased $223,050 of spare aircraft parts from an entity affiliated with a director of the Company.

(14) Gain on Sale of ExpressJet

On January 22, 2019, the Company completed the sale of its former wholly owned subsidiary ExpressJet. The Company recorded a gain of $46.5 million (pre-tax) from the sale of ExpressJet. The closing of the transaction was completed in two parts, through an asset sale and stock sale, as further described below.

Asset Sale

On January 11, 2019, pursuant to the terms and conditions of the Asset Purchase Agreement, dated as of December 17, 2018, by and among the Company, ExpressJet and United, United acquired certain specified assets and liabilities of ExpressJet, including, among other things, aircraft engines, auxiliary power units, rotable spare parts, ground support equipment and flight training equipment for $60.8 million in cash, subject to certain purchase price adjustments (the “Asset Sale”). Certain assets and liabilities of ExpressJet were expressly excluded from the Asset Sale.

Stock Sale

Additionally, on January 22, 2019, pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 17, 2018, by and among the Company and ManaAir, LLC, a company in which United owns a minority interest (the “Buyer”), the Buyer acquired all of the outstanding shares of capital stock of ExpressJet from the Company for $18.8 million in cash, subject to certain purchase price adjustments (the “Stock Sale,”). To facilitate payment of the purchase price for the Stock Sale, at the closing of the Stock Sale, the Company loaned $26 million to Kair Enterprises, Inc. (the “Borrower”), the majority owner of the Buyer.  Such loan accrues interest at the rate of 6.85% per annum, matures on the last business day of the last month immediately preceding the two-year anniversary of the closing of the Stock Sale and is secured by, among other things, the Borrower’s ownership interests in the Buyer. The Company evaluated the collectability of this loan balance as of December 31, 2020 under Topic 326. See Note 1 - Flying Agreements and Airport Customer Services and Other Revenues and Allowance for Credit Losses for additional information.

(15) Investment in Other Companies

During 2019, the Company created a joint venture with Regional One, Inc. (“Regional One”) by investing $22.3 million for a 75% ownership interest in Aero Engines, LLC. (“Aero Engines”). The primary purpose of Aero Engines is to lease engines to third parties. Aero Engines requires unanimous approval from the Company and Regional One for its engine purchases, dispositions, lease agreements with third parties and all other material transactions. The Company determined Aero Engines is a variable interest entity as the Company has a 75% ownership interest in Aero Engines and all material decisions require unanimous approval from the Company and Regional One, resulting in disproportionate ownership rights relative to voting rights. As unanimous approval is required for all Aero Engines’ material activities. Aero Engines has no primary beneficiary. The Company accounts for its investment in Aero Engines under the equity method. The Company’s exposure in its investment in Aero Engines primarily consists of the Company’s portion of income or loss from Aero Engines’ engine lease agreements with third parties and the Company’s ownership percentage in Aero Engines’ engines book value. The Company purchased 15 spare engines and sold the 15 spare engines to Aero Engines at net book value during 2019. Since the initial investment, the Company has invested an additional $1.0 million into Aero Engines during 2020. Aero Engines had 0 debt outstanding as of December 31, 2020. As of December 31, 2020, the Company’s investment balance in Aero Engines was $25.5 million. The Company’s investment in Aero Engines has been recorded in “Other Assets” on the Company’s consolidated balance sheet. The Company’s portion of the income generated by Aero Engines for 2020 was $1.6 million.

78

(16) Subsequent Events

On January 15, 2021, SkyWest Airlines entered into a Payroll Support Program Extension Agreement (the “PSP Extension Agreement”) with Treasury with respect to a payroll grant program under the Consolidated Appropriations Act, 2021 (“2021 Appropriations Act”).

Payroll Support Program Extension Agreement

Pursuant to the PSP Extension Agreement, SkyWest Airlines expects to receive from Treasury approximately $233.1 million in the aggregate during the first quarter of 2021.

In connection with the receipt of financial assistance under the PSP Extension Agreement, SkyWest Airlines is required to comply with the relevant provisions of the 2021 Appropriations Act, many of which are substantially similar to the requirements placed on SkyWest Airlines by the Payroll Support Program under the CARES Act. The relevant provisions include the requirement that the funding be used exclusively for the continuation of payment of employee wages, salaries and benefits. Similar to the Payroll Support Program under the CARES Act, SkyWest Airlines and, in some cases, the Company will also be subject to certain restrictions, including, but not limited to, limitations on involuntary terminations, salary reductions and furloughs through March 31, 2021, restrictions on the payment of dividends and the repurchase of shares through October 1, 2022, and certain limitations on executive compensation. SkyWest Airlines is also required to recall employees involuntarily terminated or furloughed after September 30, 2020 with pay from December 1, 2020 to March 31, 2021.

Promissory Note

As partial compensation to Treasury for the provision of financial assistance under the PSP Extension Agreement, SkyWest Airlines issued, and the Company guaranteed, a promissory note (the “Promissory Note”) to Treasury on the Closing Date. The Promissory Note provides for SkyWest Airlines’ unconditional promise to pay to Treasury the expected principal sum of up to approximately $39.9 million.

The Promissory Note will bear interest at a rate equal to 1.00% per annum until the fifth anniversary of the Closing Date, and 2.00% plus an interest rate based on the secured overnight financing rate per annum (but not less than 0.00%) thereafter until the tenth anniversary of the Closing Date (the “Maturity Date”). Accrued interest will be payable in arrears on the last business day of each of March and September of each year, beginning with March 31, 2021. The aggregate unpaid principal amount of the Promissory Note, all accrued and unpaid interest and all other amounts payable under the Promissory Note will be due and payable on the Maturity Date.

Warrant Agreement and Warrants

In connection with the PSP Extension Agreement and as partial compensation to Treasury for the provision of financial assistance under the PSP Extension Agreement, the Company will issue warrants (each a “Warrant” and, collectively, the “Warrants”) to Treasury to purchase up to an expected aggregate of 98,815 shares (the “Warrant Shares”) of the Company’s common stock, at an exercise price of $40.41 per share, which was the closing price of the Common Stock on The Nasdaq Stock Market on December 24, 2020. The Warrants will be issued pursuant to the terms of a Warrant Agreement entered into by the Company and Treasury on January 15, 2021. The number of Warrant Shares to be issued is subject to adjustment as a result of certain anti-dilution provisions contained in the Warrants.

Treasury Loan Agreement Borrowing Extension

On January 15, 2021, SkyWest Airlines and the Company entered into an additional amendment to the Loan Agreement with Treasury to provide that the deadline pursuant to which SkyWest Airlines may, at its discretion, borrow additional amounts under the facility was extended from March 26, 2021 to May 28, 2021. The other terms of the Loan Agreement were not affected.

79

(17) Quarterly Financial Data (Unaudited)

Unaudited summarized financial data by quarter for 2020 and 2019 is as follows (in thousands, except per share data):

Year ended December 31, 2020

 

First

Second

Third

Fourth

 

Quarter

Quarter

Quarter

Quarter

Year

 

Operating revenues

    

$

729,936

    

$

350,039

    

$

457,493

    

$

589,638

    

$

2,127,106

Operating income

 

66,321

 

(4,403)

 

74,553

 

(27,669)

 

108,802

Net income

 

29,988

 

(25,715)

 

33,662

 

(46,450)

 

(8,515)

Net income per common share:

Basic

 

0.60

 

(0.51)

 

0.67

 

(0.93)

 

(0.17)

Diluted

 

0.59

 

(0.51)

 

0.66

 

(0.93)

 

(0.17)

Weighted average common shares:

Basic:

 

50,277

 

50,140

 

50,181

 

50,181

 

50,195

Diluted:

 

50,559

 

50,140

 

50,622

 

50,181

 

50,195

Year ended December 31, 2019

 

First

Second

Third

Fourth

 

Quarter

Quarter

Quarter

Quarter

Year

 

Operating revenues

    

$

723,694

    

$

744,383

    

$

760,295

    

$

743,591

   

$

2,971,963

Operating income

 

96,419

 

144,093

 

146,441

 

125,305

512,258

Net income (1)

 

88,181

 

88,052

 

91,339

 

72,527

340,099

Net income per common share:

Basic

 

1.71

 

1.72

 

1.80

 

1.44

6.68

Diluted

 

1.69

 

1.71

 

1.79

 

1.43

6.62

Weighted average common shares:

Basic:

 

51,440

 

51,145

���

 

50,746

 

50,395

50,932

Diluted:

 

52,098

 

51,477

 

51,129

 

50,796

51,375

(1)Net income for the first quarter of 2019 included a $46.5 million gain related to the sale of ExpressJet (see Note 14 Gain on Sale ofExpressJet for more details) and a $21.9 million special charge (see Note 9 Special Items for more details).

(1)

80

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2020, those controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the most recently completed fiscal quarter, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by Ernst & Young LLP (“Ernst & Young”), the independent registered public accounting firm who also has audited our Consolidated Financial Statements included in this Report. Ernst & Young’s report on our internal control over financial reporting appears on the following page.

81

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SkyWest, Inc.

Opinion on Internal Control over Financial Reporting

We have audited SkyWest, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SkyWest, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of SkyWest, Inc. and subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 22, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 22, 2021

82

ITEM 9B. OTHER INFORMATION

None.

PART III

Items 10, 11, 12, 13 and 14 in Part III of this Report are incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders scheduled for May 4, 2021. We intend to file our definitive proxy statement with the SEC not later than 120 days after December 31, 2020, pursuant to Regulation 14A of the Exchange Act.

Headings in Proxy Statement

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

“Election of Directors,” “Executive Officers,” “Corporate Governance,” “Meetings and Committees of the transaction was completed in two parts, through an asset saleBoard” and stock sale, as further described below.“Delinquent Section 16(a) Reports”

ITEM 11.

Asset SaleEXECUTIVE COMPENSATION

On January 11, 2019, pursuant to the terms“Corporate Governance,” “Meetings and conditionsCommittees of the Asset Purchase Agreement, dated asBoard,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” “Director Compensation” and “Director Summary Compensation Table”

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

“Security Ownership of December 17, 2018 (the “Asset Purchase Agreement”), byCertain Beneficial Owners” and among the Company, ExpressJet“Securities Authorized for Issuance Under Equity Compensation Plans”

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Certain Relationships and United, United acquired certain specified assets and liabilities of ExpressJet, including, among other things, aircraft engines, auxiliary power units, rotable spare parts, ground support equipment and flight training equipment for $60.0 million in cash, subject to certain purchase price adjustments (the “Asset Sale”). Certain assets and liabilities of ExpressJet were expressly excluded from the Asset Sale.

Stock Sale

Additionally, on January 22, 2019, pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 17, 2018, by and among the Company and ManaAir, LLC, a company in which United owns a minority interest (the “Buyer”), the Buyer acquired all of the outstanding shares of capital stock of ExpressJet from the Company for $16.0 million in cash, subject to certain purchase price adjustments (the “Stock Sale,” and collectively with the Asset Sale, the “ExpressJet Sale”). To facilitate payment of the purchase price for the Stock Sale, at the closing of the Stock Sale, the Company loaned $26 million to Kair Enterprises, Inc., the majority owner of the Buyer.  The Company agreed to lease 16 CRJ200 aircraft to ExpressJet for up to a five year term as part of the transaction.

Early Lease Buyout

Subsequent to December 31, 2018, the Company entered into an agreement with a lessor for an early lease buyout of 16 CRJ700s and 36 CRJ200s.  The Company anticipates using $111.7 million in cash to acquire the aircraft off lease and not assuming any debt associated with these aircraft in conjunction with the lease buyout.  The Company anticipates completing the transaction during the three months ending March 31, 2019.

Share Repurchase Plan

In February 2019, the Company’s Board of Directors approved a new share repurchase plan, pursuant to which the Company is authorized to repurchase up to $250 million of the Company’s common stock.  This authorization superseded the previous share repurchase plan approved in February 2017.

76


(13) Quarterly Financial Data (Unaudited)

Unaudited summarized financial data by quarter for 2018 and 2017 is as follows (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2018

 

 

 

First

 

Second

 

Third

 

Fourth

 

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Year

 

Operating revenues

 

$

783,400

    

$

805,515

    

$

829,275

    

$

803,489

   

$

3,221,679

 

Operating income

 

 

88,175

 

 

126,678

 

 

137,925

 

 

121,502

 

 

474,280

 

Net income

 

 

54,362

 

 

75,859

 

 

83,046

 

 

67,105

 

 

280,372

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

1.05

 

 

1.46

 

 

1.60

 

 

1.30

 

 

5.40

 

Diluted

 

 

1.03

 

 

1.43

 

 

1.57

 

 

1.28

 

 

5.30

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

51,921

 

 

52,046

 

 

52,039

 

 

51,650

 

 

51,914

 

Diluted:

 

 

53,033

 

 

52,913

 

 

52,981

 

 

52,556

 

 

52,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2017

 

 

 

First

 

Second

 

Third

 

Fourth

 

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Year

 

Operating revenues

    

$

747,166

    

$

791,512

    

$

812,673

    

$

771,241

    

$

3,122,592

 

Operating income

 

 

76,295

 

 

106,596

 

 

112,369

 

 

92,939

 

 

388,199

 

Net income (1)

 

 

34,786

 

 

50,477

 

 

53,716

 

 

289,928

 

 

428,907

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.67

 

 

0.98

 

 

1.04

 

 

5.60

 

 

8.28

 

Diluted

 

 

0.65

 

 

0.95

 

 

1.01

 

 

5.46

 

 

8.08

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

51,820

 

 

51,751

 

 

51,833

 

 

51,811

 

 

51,804

 

Diluted:

 

 

53,202

 

 

52,977

 

 

53,080

 

 

53,140

 

 

53,100

 

(1)

Net income for 2017 included a $246.8 million benefit related to the revaluation of the Company’s deferred tax liability and other tax liabilities in accordance with the Tax Act.Related Transactions”

77


ITEM 9.  CHANGES IN14.

PRINCIPAL ACCOUNTANT FEES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESERVICES

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed“Fees Paid to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2018, those controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the most recently completed fiscal quarter, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 31, 2018.

The effectiveness of our internal control over financial reporting as of December 31, 2018, has been audited by Ernst & Young LLP (“Ernst & Young”), the independent registered public accounting firm who also has audited our Consolidated Financial Statements included in this Report. Ernst & Young’s report on our internal control over financial reporting appears on the following page.

78


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SkyWest, Inc.

Opinion on Internal Control over Financial Reporting

We have audited SkyWest, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SkyWest, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of SkyWest, Inc. and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 21, 2019

79


ITEM 9B.  OTHER INFORMATION

None.

PART III

Items 10, 11, 12, 13 and 14 in Part III of this Report are incorporated herein by reference to our definitive proxy statement for our 2018 Annual Meeting of Shareholders scheduled for May 7, 2019. We intend to file our definitive proxy statement with the SEC not later than 120 days after December 31, 2018, pursuant to Regulation 14A of the Exchange Act.

Firm”

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Headings in Proxy Statement

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

“Election of Directors,” “Executive Officers,” “Corporate Governance,” “Meetings and Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting Compliance”

ITEM 11.

EXECUTIVE COMPENSATION

“Corporate Governance,” “Meetings and Committees of the Board,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” “Director Compensation” and “Director Summary Compensation Table”

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

“Security Ownership of Certain Beneficial Owners” “Securities Authorized for Issuance Under Equity Compensation Plans”

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Certain Relationships and Related Transactions”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

“Audit and Finance Committee Disclosure” and “Fees Paid to Independent Registered Public Accounting Firm”

(a)

Documents Filed:

1.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents Filed:

1.FinancialFinancial Statements: Reports of Independent Auditors, Consolidated Balance Sheets as of December 31, 20182020 and 2017,2019, Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20172020, 2019 and 2016,2018, Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019, 2018 2017, 2016 and 20152017 and Notes to Consolidated Financial Statements.

2.Financial2.

Financial Statement Schedule. The following consolidated financial statement schedule of our company is included in this Item 15.

•Schedule II—Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

Schedule II—Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

83

(b)

Exhibits

Number

Exhibit

Incorporated
by Reference

3.1

Restated Articles of Incorporation

(1)

3.2

Amended and Restated Bylaws

(11)

4.1

Specimen of Common Stock Certificate

(2)

4.2

Warrant Agreement, dated as of April 23, 2020, by and between SkyWest, Inc. and the United States Department of the Treasury

(20)

4.3

Form of Warrant (incorporated by reference to Annex B of Exhibit 4.2)

(20)

4.4

Warrant Agreement, dated as of September 29, 2020, by and between SkyWest, Inc. and the United States Department of the Treasury

(21)

4.5

Form of Warrant (incorporated by reference to Annex B of Exhibit 4.4)

(21)

4.6

Warrant Agreement, dated as of January 15, 2021, by and between SkyWest, Inc. and the United States Department of the Treasury

Filed herewith

4.7

Form of Warrant (incorporated by reference to Annex B of Exhibit 4.6)

Filed herewith

4.8

Description of Registered Securities

(22)

10.1

Amended and Restated Delta Connection Agreement, dated as of September 8, 2005, between SkyWest Airlines, Inc. and Delta Air Lines, Inc.

(3)

10.2

United Express Agreement dated July 31, 2003, between United Air Lines, Inc., and SkyWest Airlines, Inc.

(4)

10.3

Lease Agreement dated December 1, 1989 between Salt Lake City Corporation and SkyWest Airlines, Inc.

(5)

10.4

Master Purchase Agreement dated November 7, 2000 between Bombardier, Inc. and SkyWest Airlines, Inc.

(6)

10.5

Supplement to Master Purchase Agreement dated November 7, 2000 between Bombardier, Inc. and SkyWest Airlines, Inc.

(4)

+10.6

SkyWest, Inc. 2002 Deferred Compensation Plan, as amended and restated, effective January 1, 2008

(5)

+10.7

First Amendment to the Amended and Restated SkyWest, Inc. 2002 Deferred Compensation Plan

(5)

+10.8

SkyWest, Inc. 2009 Employee Stock Purchase Plan

(5)

+10.9

SkyWest, Inc. 2010 Long-Term Incentive Plan

(6)

+10.10

Form of Restricted Stock Unit Award Agreement

(15)

+10.11

Form of Performance Share Award Agreement

(15)

10.12

Capacity Purchase Agreement, dated November 12, 2010, by and among ExpressJet Airlines, Inc. and Continental Airlines, Inc.

(9)

10.13

Aircraft Purchase Agreement, dated December 7, 2012, between Mitsubishi Aircraft Corporation and SkyWest, Inc.

(10)

10.14

Letter Agreement dated December 7, 2012, between Mitsubishi Aircraft Corporation and SkyWest, Inc.

(10)

10.15

Purchase Agreement COM0028-13, between Embraer S.A. and SkyWest Inc. dated February 15, 2013

(12)

*10.16

Amended and Restated Capacity Purchase Agreement, dated as of November 7, 2014, by and between ExpressJet Airlines, Inc. and United Airlines

(13)

+10.17

SkyWest, Inc. 2019 Long-Term Incentive Plan

(18)

10.18

Severance and Release Agreement, dated as of February 12, 2019, by and between the Registrant and Terry M. Vais

(19)

10.19

Form of Indemnification Agreement

Filed herewith

10.20

Payroll Support Program Agreement, dated of April 23, 2020, by and between SkyWest Airlines, Inc. and the United States Department of the Treasury

(20)

84

Number

Exhibit

Incorporated
by Reference

10.21

Promissory Note, dated as of April 23, 2020, issued by SkyWest Airlines, Inc. to the United States Department of the Treasury and guaranteed by SkyWest, Inc.

(20)

**10.22

Restatement Agreement to the Loan and Guarantee Agreement, dated of October 28, 2020, by and among SkyWest Airlines, Inc., the United States Department of the Treasury and the Bank of New York Mellon

(21)

10.23

Amendment to Loan and Guarantee Agreement, dated as of January 15, 2021, by and among SkyWest Airlines, Inc., the United States Department of the Treasury and the Bank of New York Mellon.

Filed herewith

10.24

Payroll Support Program Extension Agreement, dated of January 15, 2021, by and between SkyWest Airlines, Inc. and the United States Department of the Treasury

Filed herewith

10.25

Promissory Note, dated as of January 15, 2021, issued by SkyWest Airlines, Inc. to the United States Department of the Treasury and guaranteed by SkyWest, Inc.

Filed herewith

21.1

Subsidiaries of the Registrant

Filed herewith

23.1

Consent of Independent Registered Public Accounting Firm

Filed herewith

31.1

Certification of Chief Executive Officer

Filed herewith

31.2

Certification of Chief Financial Officer

Filed herewith

32.1

Certification of Chief Executive Officer

Filed herewith

32.2

Certification of Chief Financial Officer

Filed herewith

101

The following financial statements from the SkyWest Inc. Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

80


(b)Exhibits

 

 

 

Number

Exhibit

Incorporated
by Reference

2.1

Asset Purchase Agreement, dated as of December 17, 2018, between ExpressJet Airlines, Inc. and United Airlines, Inc. 

(1)
2.2

Stock Purchase Agreement, dated as of December 17, 2018, between SkyWest, Inc. and ManaAir, LLC

(1)
3.1

Restated Articles of Incorporation

(2)
3.2

Amended and Restated Bylaws

(12)
4.1

Specimen of Common Stock Certificate

(3)
10.1

Amended and Restated Delta Connection Agreement, dated as of September 8, 2005, between SkyWest Airlines, Inc. and Delta Air Lines, Inc.

(4)
10.2

Second Amended and Restated Delta Connection Agreement, dated as of September 8, 2005, between Atlantic Southeast Airlines, Inc. and Delta Air Lines, Inc.

(4)
10.3

United Express Agreement dated July 31, 2003, between United Air Lines, Inc., and SkyWest Airlines, Inc.

(5)
10.4

Lease Agreement dated December 1,1989 between Salt Lake City Corporation and SkyWest Airlines, Inc.

(6)
10.5

Master Purchase Agreement dated November 7, 2000 between Bombardier, Inc. and SkyWest Airlines, Inc.

(7)
10.6

Supplement to Master Purchase Agreement dated November 7, 2000 between Bombardier, Inc. and SkyWest Airlines, Inc.

(5)
10.7

SkyWest, Inc. 2002 Deferred Compensation Plan, as amended and restated, effective January 1, 2008

(6)
10.8

First Amendment to the Amended and Restated SkyWest, Inc. 2002 Deferred Compensation Plan

(6)
10.9

SkyWest, Inc. 2009 Employee Stock Purchase Plan

(6)
10.10

SkyWest, Inc. 2010 Long-Term Incentive Plan

    (7)

10.11

Form of Restricted Stock Unit Award Agreement 

(17)
10.12

Form of Performance Share Award Agreement 

(17)
10.13

Capacity Purchase Agreement, dated November 12, 2010, by and among ExpressJet Airlines, Inc. and Continental Airlines, Inc.

(10)
10.14

Aircraft Purchase Agreement, dated December 7, 2012, between Mitsubishi Aircraft Corporation and SkyWest, Inc.

(11)
10.15

Letter Agreement dated December 7, 2012, between Mitsubishi Aircraft Corporation and SkyWest, Inc.

(11)
10.16

Purchase Agreement COM0028‑13, between Embraer S.A. and SkyWest Inc. dated February 15, 2013

(13)
10.17

Purchase Agreement COM0344‑13, between Embraer S.A. and SkyWest Inc. dated June 17, 2013

(13)
10.18

Form of Indemnification Agreement by and between SkyWest, Inc. and each of Jerry C. Atkin, W. Steve Albrecht, Henry J. Eyring, Steven F. Udvar‑Hazy, James L. Welch, Eric J. Woodward and Russell A. Childs, as of August 6, 2013

(13)
10.19

Form of Indemnification Agreement by and between SkyWest, Inc. and each of Ronald J. Mittelstaedt and Keith E. Smith, as of October 1, 2013

(13)
10.20

Amended and Restated Capacity Purchase Agreement, dated as of November 7, 2014, by and between ExpressJet Airlines, Inc. and United Airlines*

(14)
10.21

Indemnification Agreement by and between SkyWest, Inc. and Robert J. Simmons, as of March 16, 2015

(16)

*

81


 

 

 

Number

Exhibit

Incorporated
by Reference

10.22

Form of Indemnification Agreement by and between SkyWest, Inc. and each of Meredith S. Madden and Andrew C. Roberts, as of May 5, 2015

(16)
21.1

Subsidiaries of the Registrant

(12)
23.1

Consent of Independent Registered Public Accounting Firm

Filed herewith

31.1

Certification of Chief Executive Officer

Filed herewith

31.2

Certification of Chief Financial Officer

Filed herewith

32.1

Certification of Chief Executive Officer

Filed herewith

32.2

Certification of Chief Financial Officer

Filed herewith

101.INS**

XBRL Instance Document

 

101.SCH**

XBRL Taxonomy Extension Schema Document

 

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

 

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

 


*Certain portions of this exhibit have been omitted pursuant to Rule 24b‑224b-2 and are subject to a confidential treatment request.

**Attached as Exhibit 101

Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this reportagreement have been omitted. Such exhibits and schedules are described in the following documents formatted in XBRL (Extensible Business Reporting Language): (i)referenced agreement. The Company hereby agrees to furnish to the ConsolidatedSecurities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.

+

Management compensatory plan or arrangement.

(1)Incorporated by reference to the exhibits to a Registration Statement of Comprehensive Income (Loss)on Form S -3 (File No. 333-129831) filed on November 18, 2005
(2)Incorporated by reference to a Registration Statement on Form S- 3 (File No. 333-42508) filed on July 28, 2000
(3)Incorporated by reference to Registrant’s Current Report on Form 8-K filed on September 13, 2005, as amended by Amendment No. 2 on Form 8-K/A filed on February 21, 2006
(4)Incorporated by reference to exhibits to Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2003
(5)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed for the yearsquarter ended December 31, 2018, December 31, 2017 and December 31, 2016, (ii) the Consolidated Balance Sheet at December 31, 2018 and December 31, 2017, and (iii) the Consolidated Statement of Cash Flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016

(1)

Incorporated by reference to Registrant’s Current Report on Form 8-K filed on December 18, 2018

1986

(2)

Incorporated by reference to the exhibits to a Registration Statement on Form S ‑3 (File No. 333‑129831) filed on November 18, 2005

85

(6)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed on February 13, 2001

(3)

Incorporated by reference to a Registration Statement on Form S‑ 3 (File No. 333‑42508) filed on July 28, 2000

(4)

Incorporated by reference to Registrant’s Current Report on Form 8‑K filed on September 13, 2005, as amended by Amendment No. 2 on Form 8‑K/A filed on February 21, 2006

(5)

Incorporated by reference to exhibits to Registrant’s Quarterly Report on Form 10‑Q filed on November 14, 2003

(6)

(7)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10‑Q filed for the quarter ended December 31, 1986

(7)

Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10‑Q filed on February 13, 2001

(8)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 23, 2009

(9)

Incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement on Schedule 14A (File No. 000-14719) filed on March 12, 2010

(10)

Incorporated by reference to the exhibits to Registrant’s Current Report on Form 8‑K filed on November 18, 2010

82


(11)

Incorporated by reference to the exhibits to Registrant’s Current Report on Form 8‑K filed on December 13, 2012, as amended by Amendment No. 1 to Current Report on Form 8‑K/A filed on June 25, 2013

(12)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 24, 2012

(13)

Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2013, as amended by Amendment No. 1 to Quarterly Report on Form 10-Q/A filed on November 4, 2013

(14)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 14, 2014

(15)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 18, 2015

(16)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 26, 2016

(17)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 27, 2017

(18)

Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑K filed on February 26, 2018

Item 16. Form 10-K Summary

None.

83


SKYWEST, INC. AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2018, 2017 and 2016

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Additions

    

 

    

 

 

 

 

 

Balance at

 

Charged to

 

 

 

 

 

 

 

 

Beginning

 

Costs and

 

 

 

Balance at

 

Description

 

of Year

 

Expenses

 

Deductions

 

End of Year

 

Year ended December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for inventory obsolescence

 

$

17,098

 

 

5,043

 

 —

 

$

22,141

 

Allowance for doubtful accounts receivable

 

 

157

 

 

 1

 

 —

 

 

158

 

 

 

17,255

 

 

5,044

 

 —

 

$

22,299

 

Year ended December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for inventory obsolescence(1)

 

$

40,497

 

 

 —

 

(23,399)

 

$

17,098

 

Allowance for doubtful accounts receivable

 

 

173

 

 

 —

 

(16)

 

 

157

 

 

 

$

40,670

 

 

 —

 

(23,415)

 

$

17,255

 

Year ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for inventory obsolescence(2)

 

$

13,933

 

 

26,564

 

 

$

40,497

 

Allowance for doubtful accounts receivable

 

 

187

 

 

 —

 

(14)

 

 

173

 

 

 

$

14,120

 

 

26,564

 

(14)

 

$

40,670

 

(1)

The deductions in 2017 related to the disposal of excess and obsolete inventory in 2017.

(2)

The increase in the inventory obsolescence related to additional excess inventory identified as part of the impairment analysis of the 50-seat aircraft. See note 7, Special items, for additional detail on the impairment.

84


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10‑K for the year ended December 31, 2018, to be signed on its behalf by the undersigned, thereunto duly authorized,10-K filed on February 21, 2019.

SkyWest, Inc.

By:

/s/ ROBERT J. SIMMONS

Robert J. Simmons
Chief Financial Officer

23, 2009

85


ADDITIONAL SIGNATURES

Pursuant
(8)Incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement on Schedule 14A (File No. 000-14719) filed on March 12, 2010
(9)Incorporated by reference to the requirement ofexhibits to Registrant’s Current Report on Form 8-K filed on November 18, 2010
(10)Incorporated by reference to the Securities Act of 1934,exhibits to Registrant’s Current Report on Form 8-K filed on December 13, 2012, as amended thisby Amendment No. 1 to Current Report on Form 8-K/A filed on June 25, 2013
(11)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10‑10-K filed on February 24, 2012
(12)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2013, as amended by Amendment No. 1 to Quarterly Report on Form 10-Q/A filed on November 4, 2013
(13)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10-K filed on February 14, 2014
(14)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10-K filed on February 18, 2015
(15)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10-K filed on February 27, 2017
(16)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10-K filed on February 26, 2018
(17)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10-K filed on February 21, 2019
(18)Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 22, 2019
(19)Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed on February 15, 2019
(20)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2020
(21)Incorporated by reference to the exhibits to Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020
(22)Incorporated by reference to the exhibits to Registrant’s Annual Report on Form 10 K filed on February 18, 2020

Item 16. Form 10-K Summary

None.

86

SKYWEST, INC. AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

    

    

Additions

    

    

 

Balance at

Charged to

 

Beginning

Costs and

Balance at

 

Description

of Year

Expenses

Deductions

End of Year

 

Year ended December 31, 2020:

Allowance for inventory obsolescence

$

15,890

 

3,786

 

 

$

19,676

Allowance for doubtful accounts receivable

18

(18)

Allowance for credit losses (adoption of Topic 326)

15,388

 

30,837

 

 

46,225

$

31,296

 

34,623

 

(18)

 

$

65,901

Year ended December 31, 2019:

Allowance for inventory obsolescence

$

22,141

 

 

(6,251)

 

$

15,890

Allowance for doubtful accounts receivable

158

 

 

(140)

 

18

$

22,299

 

 

(6,391)

 

$

15,908

Year ended December 31, 2018:

Allowance for inventory obsolescence

$

17,098

 

5,043

 

 

$

22,141

Allowance for doubtful accounts receivable

157

 

1

 

 

158

$

17,255

 

5,044

 

$

22,299

87

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K for the year ended December 31, 2020, to be signed on its behalf by the undersigned, thereunto duly authorized, on February 22, 2021.

SkyWest, Inc.

By:

/s/ ROBERT J. SIMMONS

Robert J. Simmons
Chief Financial Officer

88

ADDITIONAL SIGNATURES

Pursuant to the requirement of the Securities Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated.

Name

Capacities

Date

/s/ Jerry C. Atkin

Jerry C. Atkin

Chairman of the Board

February 22, 2021

/s/ Russell A. Childs

Russell A. Childs

Chief Executive Officer and President (Principal Executive Officer) and Director

February 22, 2021

/s/ Robert J. Simmons

Robert J. Simmons

Chief Financial Officer (Principal Financial Officer)

February 22, 2021

/s/ Eric J. Woodward

Eric J. Woodward

Chief Accounting Officer (Principal Accounting Officer)

February 22, 2021

/s/ Steven F. Udvar-Hazy

Steven F. Udvar-Hazy

Lead Director

February 22, 2021

/s/ W. Steve Albrecht

Steve Albrecht

Director

February 22, 2021

/s/ Smita Conjeevaram

Smita Conjeevaram

Director

February 22, 2021

/s/ Henry J. Eyring

Henry J. Eyring

Director

February 22, 2021

/s/ Meredith S. Madden

Meredith S. Madden

Director

February 22, 2021

/s/ Ronald J. Mittelstaedt

Ronald J. Mittelstaedt

Director

February 22, 2021

/s/ Andrew C. Roberts

Andrew C. Roberts

Director

February 22, 2021

/s/ Keith E. Smith

Keith E. Smith

Director

February 22, 2021

/s/ James L. Welch

James L. Welch

Director

February 22, 2021

Name

Capacities

Date

/s/ Jerry C. Atkin

Jerry C. Atkin

Chairman of the Board                                         

February 21, 2019

/s/ Russell A. Childs

Russell A. Childs

Chief Executive Officer and President (Principal Executive Officer) and Director

February 21, 2019

/s/ Robert J. Simmons

Robert J. Simmons

Chief Financial Officer (Principal Financial Officer)

February 21, 2019

/s/ Eric J. Woodward

Eric J. Woodward

Chief Accounting Officer (Principal Accounting Officer)

February 21, 2019

/s/ Steven F. Udvar‑Hazy

Steven F. Udvar‑Hazy

Lead Director

February 21, 2019

/s/ W. Steve Albrecht

Steve Albrecht

Director

February 21, 2019

/s/ Henry J. Eyring

Henry J. Eyring

Director

February 21, 2019

/s/ Meredith S. Madden

Meredith S. Madden

Director

February 21, 2019

/s/ Ronald J. Mittelstaedt

Ronald J. Mittelstaedt

Director

February 21, 2019

/s/ Andrew C. Roberts

Andrew C. Roberts

Director

February 21, 2019

/s/ Keith E. Smith

Keith E. Smith

Director

February 21, 2019

/s/ James L. Welch

James L. Welch

Director

February 21, 2019

89

86