2019 ANNUAL REPORT Notice of 2020 Annual Meeting and Proxy Statement SKYWEST ROUTE SYSTEM
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2019 ANNUAL REPORT Notice of 2020 Annual Meeting and Proxy Statement SKYWEST ROUTE SYSTEM Edmonton Saskatoon Calgary Winnipeg Vancouver International Falls Kalispell Minot Everett Spokane Williston Devils Lake Bemidji Great Falls Grand Forks Hibbing Houghton/Hancock Seattle/Tacoma Fargo Pullman-Moscow Missoula Bismarck Helena Duluth Marquette Pasco/Kennewick Lewiston Jamestown Brainerd Sault Ste Marie Butte Billings Bozeman Rhinelander Iron Mountain Portland Escanaba Pellston Aberdeen Minneapolis/St. Paul Green Bay Alpena Plattsburgh Sheridan Pierre Watertown Eau Claire Ogdensburg Eugene Redmond/Bend Rapid City Traverse City Burlington Gillette La Crosse Appleton Toronto Boise Sun Valley Idaho Falls Sioux Falls Portland North Bend Muskegon Saginaw Jackson Hole Rochester Madison Rochester Syracuse Grand Rapids Flint Albany Manchester Twin Falls Riverton Casper Milwaukee Medford Pocatello Lansing Buffalo Ithaca Boston Detroit Buffalo BinghamtonWorcester Cedar Rapids Erie Elmira Hartford Scottsbluff Des Moines KalamazooKalamazoo Rock Springs Laramie North Platte Moline Chicago WilkesWilkes-Barre/Scranton Barre/Scranton Providence Cheyenne South Bend Cleveland State College Newburgh Hayden/Steamboat Springs Omaha White Plains New York Arcata/Eureka Redding Elko Kearney Lincoln Peoria Fort Wayne AkronAkron-Canton Salt Lake City Allentown Newark Eagle Columbus Philadelphia Indianapolis Reno Vernal Denver Dayton Pittsburgh Harrisburg Manhattan Kansas City Springfield Baltimore Aspen Colorado Springs Sacramento Grand Junction Hays Cincinnati Clarksburg Washington, DC Columbia Charleston Santa Rosa Stockton Salina Louisville Gunnison St. Louis Evansville Shenandoah Moab Dodge City Lewisburg San Francisco Oakland Mammoth Lakes Montrose Pueblo Charlottesville Cedar City Wichita Springfield Cape Girardeau Lexington Roanoke San Jose Durango Liberal Richmond Fresno St. George Paducah Tri-Cities Norfolk Monterey Las Vegas Nashville Knoxville Greensboro Amarillo Tulsa NW Arkansas/Fayetteville Raleigh/Durham Bakersfield Flagstaff Santa Fe Fort Smith Asheville Fayetteville San Luis Obispo Oklahoma City Memphis Chattanooga Prescott Albuquerque Lawton Charlotte Santa Barbara Burbank Little Rock Huntsville Greenville Ontario Wilmington Los Angeles Palm Springs Phoenix Lubbock Columbus Atlanta Columbia Long Beach Orange County Myrtle Beach Roswell Birmingham Yuma Hobbs Monroe Charleston Tucson Dallas Jackson Meridian Columbus San Diego Shreveport Tyler Montgomery Midland San Angelo Waco Hattiesburg Albany Savannah El Paso Killeen Mobile Dothan Valdosta Brunswick College Station Baton Rouge Lafayette Pensacola Jacksonville Austin Lake Charles New Orleans Houston Gainesville Hermosillo San Antonio Chihuahua Laredo Corpus Christi Sarasota/Bradenton Mazatlán Pacific Mountain Central Eastern Atlantic 8:00 9:00 (Arizona does not observe Daylight Savings) 10:00 11:00 NOON EFFECTIVE FEBRUARY 2020 To our Shareholders, The past several years have been transformative for SkyWest as we look to minimize risk, increase our market share within scope constraints, and solidify our leasing platform to maximize cash flow. A key component of this strategy has been a significant fleet transition as we’ve taken on more than 150 new E175 aircraft, completed the sale of ExpressJet Airlines and moved forward with a smaller, more efficient footprint. Our ability to execute these significant changes as we accept new aircraft and transition others is only made possible through the dedication and good work of our more than 14,000 employees. Our customers and the industry continue to expect and demand exceptional safety, reliability and service. We believe the progress we’ve made at SkyWest uniquely positions us to deliver better than any other airline in our space. Our operational and cultural successes continue to drive demand for our product, and our pilot availability and fleet flexibility make us well positioned to deliver on that demand. During 2019, we secured substantial market share wins and continued to enhance our partners’ confidence in the SkyWest product. We reached new and extended agreements with our partners throughout the year, solidifying a key component of our strategy to mitigate tail risk and maintain the flexibility necessary to adapt and quickly respond to what our partners need and have come to expect from SkyWest Airlines. We also continued monetizing our assets within our leasing operation during 2019. Demand for engines remains especially strong, and our leasing business continues to demonstrate SkyWest’s creativity and ability to utilize the assets within our operational footprint profitably while maintaining a clear focus on our contract partnerships. Much uncertainty has been introduced into the US economy in early 2020 as a result of the spread of the COVID-19 virus, and we are not immune to this. As we look ahead to the rest of 2020 and beyond, we don’t know what the economic environment will look like, but we remain very focused on a few key areas that make up the foundation of our current and future success. We believe our competitive advantage is and will continue to be our ability to provide best in class operations, maintain strong liquidity, and invest for the future. We believe as we remain firm in our execution of these objectives, SkyWest will continue to deliver on its mission for employees, our customers and our investors. We want to thank our team of professionals for their good work in delivering exceptional performance and world-class service to our more than 40 million passengers last year. 13MAR200820562581 6MAR201519070928 Jerry C. Atkin Russell A. ‘‘Chip’’ Childs Chairman Chief Executive Officer and President SkyWest, Inc. SkyWest, Inc. (This page has been left blank intentionally.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ☒ SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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. 0-14719 SKYWEST, INC. Incorporated under the Laws of Utah 87-0292166 (IRS Employer ID No.) 444 South River Road St. George, Utah 84790 (435) 634-3000 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 Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-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-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 whether the registrant is a large accelerated filer, an accelerated filer, a non-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-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No The aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of the registrant’s common stock on The Nasdaq Global Select Market) on June 28, 2019 was approximately $3,157,616,762. As of February 12, 2020, there were 50,474,289 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 2020 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, 2019. SKYWEST, INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page No. PART I Cautionary Statement Concerning Forward-Looking Statements ................................... 3 Item 1. Business ....................................................................... 3 Item 1A. Risk Factors .................................................................... 12 Item 1B. Unresolved Staff Comments ...................................................... 21 Item 2. Properties .....................................................................