Midwest Air Group 2003 Annual Report MIDWEST AIR GROUP, INC. (formerly Midwest Express Holdings, Inc.) is the holding company for Milwaukee-based Midwest Airlines the best airline in the Midwest Airlines. Catering primarily to United States. business travelers and discerning leisure Midwest Airlines features nonstop travelers, Midwest earned its reputation as service to major destinations throughout the “The best care in the air” by providing United States. Skyway Airlines, Inc. – its passengers with impeccable service and wholly owned subsidiary – operates as onboard amenities at competitive fares. Midwest Connect, which offers connections Condé Nast Traveler, Travel+Leisure, OAG to Midwest Airlines as well as point-to-point and the Zagat Airline Survey have rated service in select markets. Financial and Statistical Highlights Financial 2003 2002 Change Terminology Operating revenues ($000s) $ 383,948 $ 426,974 -10.1% Revenue Passenger Operating loss ($000s) (30,464) (54,258) -43.9% Mile (RPM) Net loss ($000s) $ (13,278) $ (10,552) -25.8% A measurement of traffic. The number of seats filled by paying passengers Operating margin (7.9%) (12.7%) 4.8 pts multiplied by the number of miles those seats Net margin (3.5%) (2.5%) -1.0 pts are flown. Net loss per common share – diluted $ (0.85) $ (0.72) 18.1% Available Seat Mile (ASM) Operating Statistics* A measurement of capacity. The number of seats available to MIDWEST AIRLINES transport passengers multiplied by the number Passengers carried 1,957,286 1,996,397 -2.0% of miles those seats Revenue passenger miles (000s) 1,968,753 1,966,186 0.1% are flown. Available seat miles (000s) 2,967,844 3,190,943 -7.0% Load factor 66.3% 61.6% 4.7 pts Load Factor $ The percentage of Passenger revenue yield $ 0.132 0.155 -15.0% seats filled with paying Flights 36,615 43,936 -16.7% passengers (RPMs/ ASMs). SKYWAY AIRLINES, d/b/a Midwest Connect Passengers carried 604,354 588,830 2.6% Passenger Revenue Yield Revenue passenger miles (000s) 203,808 193,350 5.4% Passenger revenue per Available seat miles (000s) 382,200 395,591 -3.4% revenue passenger mile flown (Passenger Load factor 53.3% 48.9% 4.4 pts Revenue/RPMs). Passenger revenue yield $ 0.333 $ 0.375 -11.3% Flights 54,863 55,130 -0.5% *Excluding charter operations REVENUE (in millions) EARNINGS (Loss) Per Share-Diluted* PASSENGERS CARRIED (in millions) 500 3 2.5 *Earnings per share $480 before cumulative effect 2.4 2.4 2.4 2.4 2.3 $448 $457 $2.71 of accounting changes. 400 $427 2.0 $384 2 300 1.5 200 1.0 1 100 0.5 $0.37 0 0 0 1999 2000 2001 2002 2003 1999 2000 1999 2000 2001 2002 2003 ($0.72) ($0.85) ($1.08) 2001 2002 2003 Message From the Chairman Dear Fellow Shareholder: Without a doubt, 2003 was the most financially challenging of our nearly 20 years in business. Although our poor financial performance was indicative of an industry struggling from several years of depressed revenue and high fuel costs, it was nevertheless unacceptable. 2003 was a turbulent year, but one we would much prefer to remember for the significant progress we made adapting to a rapidly changing industry. As a result of the definitive action we took, we are now better positioned to return to profitability and sustained growth and to provide the shareholder value that you expect and deserve. Financial Restructuring – Perhaps most noteworthy were our comprehensive efforts to avoid a Chapter 11 filing. We adjusted schedules to better align our service offerings with contemporary market realities and the current revenue environment. We increased the efficiency and productivity of our work groups, including renegotiating long-term collective bargaining agreements with our represented employees and redesigning work processes of our non-represented workforce. Key to our restructuring was working with our lessors and lenders to renegotiate our aircraft obligations to market rates, generating millions of dollars of savings over the terms of these agreements. Milwaukee County, with the assistance of Racine County and the State of Wisconsin, agreed to guarantee our long-term obligations on hangar bonds, facilitating our ability to obtain a total of $40 million in new financing and substantially improving liquidity. As a result of the concerted efforts of all stakeholders – employees and their unions; lessors, lenders and vendors; state and local public officials; and, of course, shareholders – we ended 2003 with renewed optimism for the future. Launch of Saver Service – In August, we took a bold step to respond to substantial shifts in the marketplace. With the launch of Midwest Airlines Saver Service, featuring low fares and more legroom than other low-fare carriers, we diversified from our traditional business-oriented product to serve the rapidly growing leisure market. By reconfiguring several of our MD-80 series aircraft from 2-by-2 to 2-by-3 seating, we increased our capacity to serve eight primarily leisure routes from Milwaukee – Las Vegas, Orlando, Phoenix and others – by 25%. This expansion of our product portfolio reflects a flexibility that bodes well for future revenue growth. DC-9 Transition to Boeing 717s – 2003 marked the start of our transition from our legacy DC-9s to new Boeing 717s, passenger-friendly and state-of-the art aircraft. By the end of the year, our fleet included 11 of these fuel-efficient, low-maintenance aircraft that feature the most comfortable coach seats in the industry. In April 2004 we will retire our last DC-9, and beginning in June we will add one new 717 to our fleet each quarter through late 2006, enabling us to increase frequency on existing routes and introduce service to new destinations. Going forward, we will remain true to our premium service tradition while meeting the needs of the leisure segment of the traveling public. Our revised business model includes a strategic mix of Midwest Airlines Signature Service in business markets, Midwest Airlines Saver Service in high-volume leisure markets, and Midwest Connect feed and point-to-point service in select regional markets. We will also continue to expand our charter service, which generates significant revenue. Be assured that no matter which product a customer chooses, we are committed to providing the service excellence that originally earned us our reputation as “The best care in the air.” Throughout this difficult year, we have been inspired and gratified by the loyalty of our customers and the communities we serve. We continue to experience strong preference for Midwest Airlines in Milwaukee and growing preference in Kansas City, and we are committed to rewarding our customers’ loyalty with superior service. 2004 marks the 20th anniversary of Midwest Airlines and the 10th anniversary of Skyway Airlines as a wholly owned subsidiary – major accomplishments in the post-deregulation airline industry. And effective January 1, 2004, we officially adopted Midwest Air Group as the new name of Midwest Express Holdings. A new year, a new name, a new product, a fresh beginning. As we close the books on 2003, we join you in looking forward to a successful 2004. Sincerely, Timothy E. Hoeksema Chairman, President and Chief Executive Officer FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 1-13934 MIDWEST AIR GROUP, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1828757 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 6744 South Howell Avenue Oak Creek, Wisconsin 53154 (Address of Principal executive offices) (Zip code) 414-570-4000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange (Title of class) (Names of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by checkmark 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 X No Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in 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 checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No The aggregate market value of the Common Stock held by non-affiliates of the registrant as of March 5, 2004 was approximately $45,605,295. For purposes of this calculation only, (i) shares of Common Stock are deemed to have a market value of $2.62 per share, the closing price of the Common Stock as reported on the New York Stock Exchange on June 30, 2003, and (ii) each of the executive officers, directors and persons holding more than 10% of the outstanding Common Stock as of March 5, 2004 is deemed to be an affiliate.