What changed in this filing

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Item 1. Business

2025-02-13 compared with 2024-02-15 · 74 added, 65 removed, 297 unchanged (32% of the section changed)

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As of December 31, 2024, our fleet consisted of aircraft manufactured by Embraer S.A.

(“Embraer”) and MHI RJ Aviation ULC, formerly known as Bombardier Aerospace (“Bombardier”), including the E175 regional jet aircraft (“E175”), the Canadair CRJ900 regional jet aircraft (“CRJ900”), the Canadair CRJ700 regional jet aircraft (“CRJ700”) and the Canadair CRJ200 regional jet aircraft (“CRJ200”).

As of December 31, 2023, we had 603 total aircraft in our fleet, including 485 aircraft in scheduled service or under contract under our code-share agreements, summarized as follows:

(“Embraer”) and MHI RJ Aviation ULC, formerly known as Bombardier Aerospace (“Bombardier”), including the E175 regional jet aircraft (“E175”), the Canadair CRJ900 regional jet aircraft (“CRJ900”), the Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550” and the Canadair CRJ200 regional jet aircraft (“CRJ200”).

As of December 31, 2024, we had 624 total aircraft in our fleet, including 492 aircraft in scheduled service or under contract pursuant to our code-share agreements, summarized as follows:

CRJ700/CRJ550

Aircraft in scheduled service or under contract

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(1) As of December 31, 2024, other aircraft included:

supplemental spare aircraft supporting our code-share agreements that may be placed under future code-share or leasing arrangements, aircraft transitioning between code-share agreements with our major airline partners, aircraft held-for-sale or aircraft that are scheduled to be disassembled for use as spare parts.

supplemental spare aircraft supporting our code-share agreements that may be placed under future code-share or leasing arrangements, aircraft transitioning between code-share agreements with our major airline partners or aircraft that are scheduled to be disassembled for use as spare parts.

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 aircraft we operate are configured with a first-class seating section.

The Bombardier CRJ900, CRJ700 and CRJ550 aircraft and the Embraer E175 aircraft we operate are configured with a first-class seating section.

The Bombardier CRJ200 aircraft we operate are configured with single-class seating.

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Seat Configuration

CRJ550/CRJ700s

SkyWest Leasing

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SkyWest Charter (SWC)

In 2022, we formed a new subsidiary, SWC, which had its first revenue generating flight in May 2023.

In 2022, we formed a new subsidiary, SWC, which began operations in 2023.

SWC offers on-demand charter service using CRJ200 aircraft in a 30-seat configuration.

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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.

The effect of economic downturns may be somewhat mitigated by our predominantly contract-based flying agreements.

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.

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Additionally, attrition of our pilots or other workgroups may reduce our flying schedules and have a negative impact on our operations and financial condition.

Regional Airline Pilot Constraints

Impact of Regional Airline Captain Availability on Production

As passenger demand in the airline industry recovered from the COVID-19 pandemic in 2020, the number of regional airline captains and first officers hired by major airlines and low-cost carriers significantly increased.

As a result, we experienced a high level of captain and first officer attrition beginning in 2021 that has continued through 2023.

Higher attrition rates have negatively impacted our ability to operate flight schedules requested by our major airline partners, which was the leading factor in our year-over-year decline in both flights completed and block hours incurred from 2021 to 2023.

As a result, we experienced a high level of captain and first officer attrition during 2022 and 2023.

During 2024, captain attrition began to ease.

Sequential fluctuations in the number of completed departures and completed block hours from 2022 to 2024 were primarily driven by available captains.

Capacity and flight schedule impact.

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(“Southwest”), JetBlue Airways Corporation (“JetBlue”), Spirit Airlines, Inc.

(“Spirit”), Allegiant Travel Company (“Allegiant”) and Frontier Group Holdings, Inc.

(“Frontier”), 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.

(“Spirit”), Allegiant Travel Company (“Allegiant”), Frontier Group Holdings, Inc.

(“Frontier”) and Breeze Aviation Group, Inc.

(“Breeze”) 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.

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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,” “flying contract,” “fixed-fee arrangement,” or a “fixed-fee contract,” or the regional airline receives a percentage of applicable passenger ticket revenues on designated flights operated by the regional airline, termed “prorate agreement” as described in more detail below.

In exchange for such services, the major airline pays the regional airline either fixed fees to operate the flight, termed “capacity purchase agreement,” or “flying contract,” or the regional airline receives a percentage of applicable passenger ticket revenues on designated flights operated by the regional airline, termed “prorate agreement” as described in more detail below.

Code-Share Agreements

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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, the major airline generally pays the 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) 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 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, 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.

regional airlines and their code-share partners usually involve either capacity purchase agreements or prorate agreements as explained below:

● Capacity Purchase Agreements.

Under a capacity purchase agreement, the major airline generally pays the 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) 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 capacity purchase agreement, which is accounted for as a lease of the aircraft to our major airline partner.

In addition, under a capacity purchase agreement, the major airline bears the risk of fuel price fluctuations and certain other costs.

Regional airlines benefit from capacity purchase agreements 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 with capacity purchase agreements 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 Agreements.

Under a prorate agreement, 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 passengers carried increase or fuel prices decrease and, correspondingly, the regional airline may realize decreased profits as ticket prices and passengers carried decrease or fuel prices increase.

Substantially all costs associated with the regional airline flight are borne by the regional airline, including the fuel cost.

In a prorate agreement, the regional airline may realize increased profits as ticket prices and passengers carried increase or fuel prices decrease and, correspondingly, the regional airline may realize decreased profits as ticket prices and passengers carried decrease or fuel prices increase.

We have code-share agreements with United, Delta, American and Alaska.

During the year ended December 31, 2024, approximately 87% of our flying agreements revenue related to capacity purchase agreement flights, where United, Delta, American and Alaska controlled scheduling, ticketing, pricing, and seat inventories.

The remainder of our flying agreements revenue during the year ended December 31, 2023, related to prorate flights for United or Delta, where we controlled scheduling, pricing and seat inventories on certain prorate routes, and shared passenger fares with United or Delta according to prorate formulas and SWC flights.

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 remainder of our flying agreements revenue during the year ended December 31, 2024, related to prorate flights for United or Delta, where we controlled scheduling, pricing and seat inventories on certain prorate routes, and shared passenger fares with United or Delta according to prorate formulas and SWC on-demand charter flights.

The routes placed under our prorate agreements typically include flight service between one of our partners’ hub cities and a city not served under our capacity purchase agreements.

Under our capacity purchase agreements, our major airline partners compensate us for our costs of owning 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 or our aircraft depreciation and interest expense while the aircraft is under contract.

The number of aircraft under our capacity purchase arrangements and our prorate arrangements as of December 31, 2023 is reflected in the summary below.

The number of aircraft under our capacity purchase agreements and our prorate agreements as of December 31, 2024 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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(capacity purchase agreement)

CRJ700/CRJ550

Individual aircraft have scheduled removal dates under the agreement between 2025 and 2033

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(prorate agreement)

CRJ700/CRJ550

Terminable with 30-day notice

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Our prorate agreements are based on specific routes, not a specific aircraft count.

The number of aircraft listed above for each prorate agreement approximates the number of aircraft the Company uses to serve the prorate routes.

In addition to the aircraft operating under the respective arrangements outlined above, we have agreed with our major airline partners to place additional aircraft under capacity purchase arrangements as summarized below.

The number of aircraft listed above for each prorate agreement approximates the number of aircraft we use to serve the prorate routes.

In addition to the aircraft operating under the respective agreements outlined above, we have agreed with our major airline partners to place additional aircraft under capacity purchase agreements as summarized below.

We are coordinating with our major airline partners to optimize the timing of upcoming fleet deliveries and the delivery timing referenced below is subject to change.

● Capacity purchase agreement with United for 15 new E175 aircraft.

Four new E175 aircraft are currently scheduled for delivery in 2024, seven new E175 aircraft are scheduled for delivery in 2025 and eight new E175 aircraft are scheduled for delivery in 2026.

We anticipate financing the aircraft through debt.

● Capacity purchase agreement with Delta for one new E175 aircraft.

The delivery date for the new E175 aircraft is currently scheduled for 2024.

Seven new E175 aircraft are currently scheduled for delivery in 2025 and eight new E175 aircraft are scheduled for delivery in 2026.

We anticipate financing the aircraft through debt.

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We anticipate financing the aircraft through debt.

● Capacity purchase agreement with United for 30 used CRJ550 aircraft.

Pursuant to these agreements, the Company is in the process of acquiring four used CRJ550s and will convert 26 of its CRJ700s to CRJ550s.

The aircraft are anticipated to be placed into service between 2025 and the end of 2026.

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”).

a United Express agreement to operate certain CRJ200 aircraft and CRJ700 aircraft, and a United Express agreement to operate E175 aircraft and CRJ550 aircraft (collectively, the “United Express Agreements”).

The United Express Agreements have a latest scheduled termination date in 2033.

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;

● if we or United fail to fulfill an obligation under the United Express Agreements, subject to applicable notice and cure periods;

● if our operations fall below certain performance levels or if we fail to meet certain safety standards;

● subject to limitations imposed by the U.S.

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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.

Bankruptcy Code, if bankruptcy proceedings are commenced by or against either party and certain specified conditions are not satisfied.

Delta Connection Agreements

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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 or Delta commit a material breach of the Delta Connection Agreement, subject to applicable notice and cure periods;

● 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 we fail to satisfy certain performance or safety requirements;

● if either party files for bankruptcy, reorganization or similar action (subject to limitations imposed by the U.S.

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American Agreement

We and American are parties to an agreement (the “American Agreement”) for the operation of E175 and CRJ700 aircraft.

We and American are parties to a Capacity Purchase Agreement (the “American Agreement”) for the operation of E175 and CRJ700 aircraft.

The American Agreement has a latest scheduled termination date of 2032 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;

● if we or American fail to fulfill certain obligations under the American Agreement, subject in certain cases to a 30-day notice and cure period;

● if our operations fall below certain performance levels or safety standards;

● subject to limitations imposed by the U.S.

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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.

Bankruptcy Code, if bankruptcy proceedings are commenced by or against either party and certain specified conditions are not satisfied.

Alaska Agreement

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The Alaska Agreement has a latest scheduled termination date of 2034 and 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;

● if we or Alaska fail to fulfill an obligation under the Alaska Agreement, subject to applicable notice and cure periods;

● if our operational performance falls below certain performance levels or if we fail to satisfy certain safety requirements;

● subject to limitations imposed by the U.S.

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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.

Bankruptcy Code, if bankruptcy proceedings are commenced by or against either party and certain specified conditions are not satisfied.

Training and Aircraft Maintenance

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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.

If unionization efforts are successful, we may be subjected to increased risks of work interruption or stoppage;

and/or we may be limited in our ability to communicate with our employees, which would negatively impact our culture and working relationship with our employees.

Additionally, an outside union may limit our ability to increase employee wages to market rates in a timely manner which could result in low employee job satisfaction and increased employee attrition.

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.

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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.

Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties.

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 (“NMB”) 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.

If the NMB believes that self-help has the risk “substantially to interrupt interstate commerce to a degree such as to deprive any section of the country of essential transportation service,” it may recommend that the President establish a Presidential Emergency Board (“PEB”).

The PEB would hear testimony and make a recommendation regarding how to resolve the outstanding issues.

We respect all employees’ legal rights, including the rights to free association and collective bargaining.

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In September 2022, we entered into a collective bargaining agreement with our pilots, increasing the pay rates for pilots.

Additionally, during the years ended December 31, 2023 and December 31, 2022, we amended our capacity purchase agreements with our major airline partners which resulted in higher compensation as a result of our increased

We have also worked with our other operational workgroups to secure significant increases in each of their pay scales and bonuses, including a 35% increase in starting pay for SkyWest flight attendants in 2023.

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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 have also developed relationships with numerous aviation mechanic schools.

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.

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● 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 certain 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.

Participants benefit from the SkyWest Pilot Pathway

Program through certain 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 AMT Pathway Program provides a career path for maintenance technicians seeking employment with SkyWest.

Participants benefit from the SkyWest AMT Pathway Program through accelerated starting seniority at SkyWest, guaranteed final interview and access to mechanic advisors.

Participants benefit from the SkyWest AMT Pathway Program through accelerated starting seniority at SkyWest, guaranteed final interview upon meeting requirements and access to mechanic advisors.

Ongoing Training and Retention.

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We also reinforce our guiding principles, including but not limited to, health and safety, personal and corporate integrity, excellent service and quality, and respect and teamwork through our training and development programs, as well as through our employee appreciation and recognition programs.

During 2022 and 2023, we experienced significant turnover of our pilots, specifically our captains and experienced first officers.

As we work to train and promote our first officers to captains, we anticipate incurring continued elevated training costs in 2024.

Diversity & Inclusion

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We believe every employee brings unique education, skills and life experiences to SkyWest that supplement our ability to achieve our commitment to excellence and to our customers and passengers.

As part of SkyWest’s commitment to diversity, we have:

● 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.

As part of SkyWest’s commitment to hire the best qualified individuals, we have:

● Developed required training for all employees, which reviews our Company policies, provides opportunities to apply policy to real-world examples and reaffirms our approach of hiring the best qualified individuals regardless of race, religion, gender, national origin, sexual orientation or similar classifications .

● Created ongoing opportunities to highlight employees from different cultures throughout the year on internal and external websites.

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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.

Our Code of Conduct also forbids retaliation against any employee who, in good faith, reports a suspected

violation of law or policy.

Reports can be filed using a toll-free ethics and grievance hotline or by using an online reporting system on SkyWest’s intranet.

Government Regulation

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Additionally, we collaborate with aircraft and engine manufacturers and our major airline partners regarding innovations and emerging technologies that could improve fuel efficiencies and minimize environmental impact.

We are also collaborating with our major airline partners and fuel providers regarding long-term opportunities to use sustainable aviation fuel in the future.

We are also collaborating with our major airline partners and fuel providers regarding long-term

opportunities to use sustainable aviation fuel in the future.

We are evaluating opportunities to increase the number of electric powered ground equipment, including tugs and pushbacks used at airports where we provide ramp services.

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 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, further eliminating unnecessary waste while increasing efficiencies.

We have entered into a strategic partnership with Eve UAM, LLC (“Eve UAM”), an Embraer company, to develop a network of deployment for Eve UAM’s electric vertical takeoff and landing (“eVTOL”) aircraft.

This partnership includes the option for SkyWest to purchase up to 100 eVTOL aircraft.

Eve UAM anticipates its four-passenger eVTOL aircraft will be certified and available for service after 2026.

Subject to an agreement of key commercial terms, this partnership includes the option for SkyWest to purchase up to 100 eVTOL aircraft.

Safety and Security

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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.

Additionally, a significant portion of our capacity purchase agreements are 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business