465 California Street 

Suite 210 

• 

San Francisco 

California 94104 

• 

(415) 421-2500 

Fax (415) 421-2560 

www.avialex.com 

law@avialex.com 

Michael L. Dworkin and Associates c··· e···IVED' 

LawOfflces R E <-

JAN 2 4 2013 

HEARING DOCKET 

(VIAFEDEX) 

January 23, 2013 

I , 

Federal Aviation Administration 

800 Independence Av~nue SW 

Washington, DC 20591 

Attn: Hearing Docket Clerk, AGC-430 

Wilbur Wright Building- Suite 2W1000 

RE: SkyWestAirlines, Inc. FAA Case Nos.: 2011NM060010, 

2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

Dear Hearing Docket Clerk: 

Enclosed herewith are the following documents: 

1. Post Trial Brief; and 

2. Appendix A to Post Trial Brief, 

filed on behalf of SkyWest Airlines, Inc. 

-n 

rn 

CG 

I 

·-· 

""('" .. J 

U1 U) 

cr 

If you have any questions or concerns, please do not hesitate to contact me. 

Very truly yours, 

Caitlin M. Miller 

ccs: The Honorable Richard C. Goodwin, Administrative Law Judge 

Jeffrey M. Harper/Robert Spitzer, Esqs., FAA (ANM-7) 

SkyWest Airlines, Inc. 
Todd C. Emerson, #8175 

SKYWEST AIRLINES, INC. 

444 South River Road 

St. George, Utah, 84 790 

Telephone: (435) 634-3530 

Facsimile: (435) 634-3505 

-andRECEIVED] 

JANt• 2m3 

HEARING DOCKET 

Michael L. Dworkin #64047 

MICHAEL L. DWORKIN AND ASSOCIATES 

465 California Street, Suite 210 

San Francisco, California 94118 

Telephone: (415) 421-2500 

Facsimile: (415) 421-2560 

UNITED STATES OF AMERICA 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF HEARINGS 

WASHINGTON, D.C. 

In the Matter of: 

SKYWEST AIRLINES, INC. 

FAA Case Nos.: 2011NM060010, 

2011NM060011, 2011NM060033 

(Consolidated) 

DMS Nos. FAA-2011-0465; -0486; 

and 0680/0779 

POST TRIAL BRIEF 

Judge: Richard C. Goodwin 

Introduction 

This consolidated matter concerns five flights over a three-month period from November, 

2010 to February, 2011, in which the numbers of bags offloaded from each of the respective 
flights did not conform to the numbers of bag reflected on the flight crew copies of the Cargo 

Load Report (CLR). Safety of flight was neither affected nor compromised, as any weight 

discrepancies were nominal and had no effect whatsoever on the weight and balance, or 

performance and handling, of the aircraft. 

Specifically, the FAA has alleged: 

On November 17, 2010, SkyWest operated Flight 6573 on a flight from Denver, 

Colorado (DEN) to Hayden, Colorado (HDN), carrying among other things, 3 heavy bags, but 

only counted and/or recorded 1 in its Cargo Load Report ("CLR") (FAA Case No. 

2011NM06001 0/DMS No. F AA-2011-0486); 

On November 22,2010, SkyWest operated Flight 4659 from Billings, Montana (BIL) to 

Salt Lake City, Utah (SLC) and carried 38 standard bags and 2 heavy bags, but counted and/or 

recorded 40 standard bags in its CLR (FAA Case No. 2011NM060011/DMS No. FAA-2011-

0485); 

On December 14,2010, SkyWest operated Flight 6692 from Los Angeles, California 

(LAX) to San Diego, California (SAN) and carried, among other things, 19 standard bags and 1 

heavy bag, but the CLR listed 20 standard bags and 5 heavy bags (2011NM060011/DMS No. 

FAA-2011-0485); 

On December 15,2010, SkyWest operated Flight 4800 from LAX to SAN, loading 43 

standard bags, 4 heavy bags and 12 planeside valet bags, but the CLR listed 59 standard bags 

(2011NM060011/DMS No. FAA-2011-0485); and 

On February 11, 2011, SkyWest operated Flight 4451 from SLC to Casper, Wyoming 

(CPR), and the CLRneglected to list 1 heavy bag (2011NM060033/DMS No. FAA-2011-

0680/0779). 

For these alleged violations, the FAA contends that Sky West violated its Operations 

Specifications (OpSpecs), in violation ofF AR's 119.5(g)1 and Oi; operated flights without load 

1 119.5(g)- No person may operate as a direct air carrier or as a commercial operator without, or 

in violation of, an appropriate certificate and appropriate operations specifications. No person 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page2 
manifests accurately reflecting the weights of cargo and baggage, in violation ofF AR 

121.693(a); operated aircraft when the total weights were not computed under approved 

procedures, in violation of FAR 121.693(c) and operated aircraft which had not been loaded in 

accordance with an approved schedule, in violation ofF AR 121.693( d)3 and seeks the 

assessment and imposition of$165,000 in civil penalties (or $33,000 per flight). 

Sk:yWest contends that the alleged violations have not been proven

4 and that even if such 

is the case, the proposed sanction is excessive, unwarranted and unreasonable. 

To keep these allegations in their proper perspective, during this very same period of 

time, Sk:yWest operated some 120,000 flights and carried some 5-6 million items of baggage, all 

without incident. 

As do many US-certificated air carriers, Sky West utilizes an average weights program to 

govern the loading and computation of weight and balance of its aircraft.5 Sk:yWest's Weight 

may operate as a direct air carrier or as a commercial operator in violation of any deviation or 

exemption authority, if issued to that person or that person's representative. 

2 119.5(1)- No person may operate an aircraft under this part, part 121 of this chapter, or part 135 

ofthis chapter in violation of an air carrier operating certificate, operating certificate, or 

appropriate operations specifications issued under this part. 

3 121.693- The load manifest must contain the following information concerning the loading of 

the airplane at takeoff time: 

(a) The weight of the aircraft, fuel and oil, cargo and baggage, passengers and crewmembers; 

(c) The total weight computed under approved procedures; and 

(d) Evidence that the aircraft is loaded according to an approved schedule that insures that the 

center of gravity is within approved limits. 

4 An Order Granting in Part Complainant's Motion for Decision was issued in FDMS No. FAA2011-0486, as to the issue ofliability in that matter involving Sky West Flight No. 6573 on 

November 17,2010. That flight was allegedly operated with 3 heavy bags on board, while only 

2 had been recorded on the CLR, the issue of sanction has not been resolved. 

5 Under Paragraph A098 of its Operations Specifications ("OpSpecs") Sk:yWest is authorized to 

utilize average weights for passengers, carry-on personal items, planeside loaded items and 

checked baggage. Average weights for planeside-loaded items and standard bags are 30 pounds 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. F AA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page3 
and Balance (W&B) Manual instructs aircraft loading personnel to write the total number of 

standard checked bags, heavy bags and planeside valet bags loaded onto aircraft on the CLR. 

SkyWest's W&B Program, upon which the W&B Manual has been based, is incorporated into 

SkyWest's FAA-issued Operations Specifications (OpSpecs). 

Complainant has asserted that if the numbers of bags listed in the flight crews' CLR 

copies do not match the number of bags unloaded from the aircraft, there is a presumption that 

SkyWest loaded baggage into the aircraft in violation of its W&B Program and Manual. 

Complainant asserts that this presumption extends to the preparation and accuracy of the 

load manifests. In other words, if the CLR's do not accurately reflect the numbers ofbags 

loaded into the aircraft, the load manifests are inaccurate and in violation of the OpSpecs and 

applicable FAR's. SkyWest disagrees with this presumption, and denies that it violated its 

OpSpecs or the applicable FAR's. 

It is the load manifest itself that is controlling. SkyWest's OpsSpecs specifically pennit 

last minute changes to cargo with the concurrence of the flight crew. 

6 There is no specific 

requirement that the crew copy of the CLR be amended. It is quite conceivable that crews could 

have permitted last minute changes and have incorporated those changes in the preparation of the 

per item and for heavy checked bags, 60 pounds per item. Pursuant to said OpSpecs, Sky West 

has published its FAA-Approved Weight & Balance Operations Manual, SP41 00 (hereinafter 

"W&B Manual'). Although assigned a 60-pound average weight, heavy checked bags are 

defined as luggage heavier weighing over 50 pounds, but less than 100 pounds. 

6 Pursuant to Sky West's Operations Specifications, CLR's are created in duplicate, one copy 

goes to the flight crew and the originating station retains one copy. In cases where last minute 

changes are necessary, the flight crew and loading agents verbally discuss any changes to weight 

and balance. The Pilot in Command (PIC) will either authorize or refuse the change and then 

make the necessary change to the load manifest without needing to change the CLR. The CLR 

copy maintained by the Station Operation will be modified. The modified copy is retained until 

the end of the day. Complainant's Exhibit C-103- Chapter 4, page 16, Standard Procedures 

4100, Section 11, Aircraft Loading, (B) Last minute changes. See also, Hearing Transcript 147-

149:1-4. 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page4 
load manifests without having amended their copies of the CLR's. Absent some evidence that 

the flight crews used inaccurate information contained in their copies of the CLR' s to prepare the 

load manifests, Complainant's case must fail. 

Case No. 2011NM060011, DMS No. FAA-2011-0485 

This case involves three separate flights: Flight 4659 on November 22, 2010, from 

Billings, Montana to Salt Lake City, Utah; Flight 6692 on December 14, 2010 from Los Angeles, 

California to San Diego, California; and Flight 4800 on December 15, 2010 from Los Angeles, 

California to San Diego, California. 

Flight 4659 contained a CLR that accounted for two heavy bags as standard bags7

, which 

in the worst instance would have created a 60-pound disparity in aircraft weight under the W &B 

Program.8 This would have had no effect on the weight and balance or the performance ofthe 

CRJ-200 aircraft utilized for that flight. 9 During the course of its investigation, the FAA did not 

speak with the flight crew or the agent(s) who loaded the aircraft nor did it obtain the departing 

station's copy of the CLR or otherwise submit any evidence that the flight crew improperly 

calculated the load manifest. 10 The load manifest was not even introduced into evidence. 

7 Under SkyWest's W&B Program, standard bags and planeside valet bags are assigned a 30 

pound weight and heavy bags (those weighing over 50 pounds and less than 100 pounds are 

assigned a 60 pound weight. 

8 This assumes that the weights reflected in the CLR' s were incorporated into the Load Manifests 

for each of these flights. However, Complainant has failed to introduce the Load Manifests and 

has failed to adduce any evidence that the Load Manifests incorporated the alleged CLR errors or 

that the Load Manifests were in any way inaccurate. 

9 Hearing Transcript 79:12-16;98:2-11;100:15-22;101:10 

10 Hearing Transcript 80:11-19- The FAA did not produce any witnesses so Sky West could not 

determine if Agents asked the flight crew whether there was a last minute passenger change and 

if the PIC gave permission to replace to replace two heavy bags with two standard bags. 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 5 
Flight 6692 involved a CLR that listed one standard bag and four heavy bags that were 

not on the aircraft. In the worst instance, the aircraft was 270 pounds lighter than represented on 

the CLR, which if true, might have marginally improved aircraft performance. 11 The FAA did 

not speak with the flight crew or obtain the departing station's copy of the CLR or otherwise 

submit any evidence that the flight crew improperly calculated the load manifest. 12 The load 

manifest was not introduced into evidence. 

Flight 4800 involved a CLR listing 59 standard bags, when 4 should have been listed as 

heavy bags and 12 should have been listed as planeside/valet. Planeside valet bags are given the 

same weight as standard bags, so there was no net change in aircraft weight. Surprisingly, if 

these very same bags had been kept in the cabin, they would have been assigned an average 

weight of only 16 pounds. 13 reducing aircraft weight by 168 lbs., more than eliminating the 120-

pound difference that the FAA alleges was not counted. 14 Again, the FAA did not speak with the 

flight crew or the personnel who loaded the aircraft, nor did it obtain the departing station's copy 

of the CLR or otherwise submit any evidence that the flight crew improperly calculated the load 

manifest. 15 The load manifest was not introduced into evidence. 

Case No. 2011NM060010, DMS No. FAA-2011-0486 

This case involves Flight 6573 on November 17,2010 from Denver, Colorado to Yampa 

Valley, Hayden Colorado. A heavy bag that was offloaded was not listed on the CLR. The FAA 

did not produce any evidence as to whether this was a recording error or the product of a last 

11 Hearing Transcript 102:13-22;103:1;111 :13-22 

12 Hearing Transcript 50:8-10;52:8-10;53:1-22 

13 Hearing Transcript 91-93 

14 Complainant alleges the load manifest accounted for four heavy bags as standard. 

15 Hearing Transcript 55:12-22;56:1-3 

· FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 {Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page6 
minute addition that the flight crew had allowed. Had it been a last minute change, no change 

would have been required to have been made on the crew copy of the CLR. 

It is unknown whether the alleged heavy bag was counted as a standard bag. Hence the 

weight discrepancy could have been as low as 30 pounds but not more than 60 pounds. Once 

again, the load manifest was not introduced into evidence. 

Case No. 2011NM060033, DMS No. FAA-2011-0680/0779 

This case involves Flight 4451 on February 15,2011, from Salt Lake City, Utah to 

Casper, Wyoming. The FAA alleges that there was one heavy bag on the flight but none was 

listed on the CLR. The FAA did not speak with the flight crew or personnel who loaded the 

aircraft nor did it obtain the departing station's copy of the CLR or otherwise submit any 

evidence as to whether the flight crew allowed the heavy bag to be loaded at the last minute 

(which would not require a modification of the CLR). The load manifest was not introduced into 

evidence. 

It is unknown whether the alleged heavy bag was counted as a standard bag. Hence the 

weight discrepancy could have been as low as 30 pounds but not more than 60 pounds. Once 

again, the load manifest was not introduced into evidence. 

In none of these cases did Complainant offer any evidence that the flight crews 

improperly calculated the load manifests using incorrect CLR's or that the load manifests were 

other than completely correct. 16 As such, Complainant's case fails. 

16 Hearing Transcript 36:11-18 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page7 
Argument 

Preface 

Complainant seeks a total sanction of$165,000 in the consolidated cases, or $33,000 per 

flight for something that Complainant concedes does not affect safety of flight and for which 

Complainant's allegations may be baseless. 17 

During the three-month period which this consolidated matter covers, Sky West operated 

some 120,000 flights and carried some 5-6 million items ofbaggage, all without incident. 

As SkyWest's pilot and expert18 Carl Salamone testified, computation of takeoff weight 

under an average weights program, may not exactly correspond to the actual weight of the 

aircraft; 19 aircraft weight and center of gravity and aircraft performance for each of the five 

flights fell within manufacturer's recommendations and requirements,20 and even had there been 

weight discrepancies between the actual bags loaded versus what was listed in the CLR's (and 

further assuming, solely for the sake of argument, that the baggage weights accounted for in the 

CLR's had been incorporated into the load manifests (for which the Complainant offered no 

proof), there would have been no effect on aircraft performance or safety of flight and the 

aircraft would have remained within its operating limitations21 Moreover, Under FAA Advisory 

Circular 120-27E, Average Weight Programs, which acknowledges that using actual aircraft 

17 FAA Inspector McKenna testified that the load manifest could have been correct. (franscript 

35:10-11 and 37:18-22). Also, see Complainant's Post-Trial Brief at p. 12: "Complainant 

concedes that there were no actual safety consequences to Respondent's operation ... 

Complainant does not allege that some actual harm occurred ... or that the operating limitations 

of the aircraft were actually exceeded .... " 

18 Hearing Transcript 107:18-108:8 

19 Hearing Transcript 93:9-94:2 

20 Hearing Transcript 94:3-95:20 

21 Hearing Transcript 104:14107:2 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

PageS 
weights are impractical, a 2% tolerance is deemed acceptable. With the exception of Flight 4800 

(FDMS No. FAA-2011-0485) all flights were within the 2% tolerance. Even with any alleged 

CLR errors, and assuming solely for the sake of argument that any CLR errors had been 

incorporated into the aircraft weight calculation in the load manifest, the aircraft would have 

nonetheless met the AC guidance or accepted industry standards?2 

In the course of its investigations of these matters, the FAA failed to: 

- speak with the subject flight crews and the personnel who loaded the aircraft to 

determine if there were any last minute changes where the flight crew had authorized addition(s) 

or removal(s) ofbaggage23 such that a modification of the flight crew copies of the CLR's were 

not necessary 

24 

; 

-inquire whether the originating station had on file the only CLR's required to be 

amended. While Complainant argues in its Post-Trial Brief that the "record is devoid of any 

evidence that any of these [authorized last minute changes] took place on any of the flights at 

issue,"25 the originating stations discard amended CLR's at the end of the day/6 which the FAA 

inspectors could have obtained; and most importantly, 

-demonstrate any correlation between the baggage count contained in the flight crew 

copies of the CLR' s and the aircraft weights listed in each of the load manifests. 

22 More specifically discussed, infra. 

23 Hearing Transcript 50:8-10;52:8-10;53:1-22 (Flight 6692); 55:12-22;56:1-3 (Flight 4800); 

80:11-19 (Flight 4659); 36:11-18 (Flight 4451 ). The Complainant did not provide any evidence 

or testimony that the FAA investigated with the flight crews ofFlight 6573 whether there was a 

last moment baggage change. 

24 Complainant's Exhibit C-103- Chapter 4, page 16, Standard Procedures 4100, Section 11, 

Aircraft Loading, (B) Last minute changes. 

25 Complainant Post-Trial Brief, page 8, paragraph 1 

26 Hearing Transcript 144:3-22;145:1-10 

FAA Case Nos.: 2011NM060010, 2011NM06001l, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page9 
Specific Issues before the Court 

1. Double Docketing ofDMS Nos. 0680 and 0779: 

On October 4, 2012, Chief Administrative Law Judge Ronnie Yoder, noting the 

double-docketing ofF AA Case No. 20 11NM060033 under two OMS numbers (0680 & 0779), 

assigned OMS 0680 to Judge Richard Goodwin and issued an Order apparently "closing" OMS 

0779. As Judge Yoder did not assign 0779 to any other Judge, it can be presumed he assigned it 

to himself. 

Had Judge Yoder intended to keep OMS 0779 open, he could have recalled DMS 0680 

from Judge Goodwin, combined 0779 and 0680, and then returned both cases to Judge Goodwin. 

Instead, Judge Yoder dismissed DMS 0779. 

Counsel for Respondent was unable to find any case law on point. As this is a procedural 

concern, not one of substance, Respondent submits to the Court's discretion in resolving any 

outstanding concerns. 

2. Complainant Has Failed to Meet its Burden of Proof: 

Complainant has alleged that SkyWest violated its Operations Specifications (in violation 

of FAR's 119.5(g) and (1); operated flights without load manifests accurately reflecting the 

weights of cargo and baggage (in violation of FAR 121.693(a)); operated aircraft when the total 

weights were not computed under approved procedures (in violation of FAR 121.693(c)); and 

operated aircraft which had not been loaded in accordance with an approved schedule (in 

violation ofF AR 121.693(di\ 

To prove Sky West violated the FAR's cited, Complainant must show that Sky West 

loaded bags in a way not authorized by the W &B program incorporated into its OpsSpecs, 

resulting in the flight crew incorrectly calculating the aircraft's W &B, and then operating the 

27 All pertinent FAR's are cited and quoted supra. 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 10 
flight with an incorrect load manifest. To this end, Complainant has submitted several CLR's 

that do not reflect the number of offloaded bags. 

Complainant suggests that because the flight crew copies of the CLR's did not properly 

reflect the baggage in the aircraft cargo area, then it must be presumed that the load manifests 

were incorrect. This presumption is shaky, at best. 

It is the load manifest that is controlling as there is no specific requirement that the crew 

copy of the CLR be amended to reflect last minute changes. Absent some evidence that the 

flight crews used inaccurate information contained in their copies of the CLR' s to prepare the 

load manifests, Complainant's case must fail. 

Complainant would have the Court believe that the use of CLR data is the sole means of 

generating a load manifest. However, Complainant's Exhibit C-102, SkyWest's Customer 

Service Procedures, provides that the CLR is not the only information used to calculate the load 

manifest. Complainant did not introduce a single load manifest, testimony on how the flight crew 

calculated weight and balance, or more importantly, the Station Operations copies of the CLR's. 

If the flight crew allowed for a last minute change, the departing stations' copies of the CLR's 

would have been the only correct CLR' s amended per Exhibit C-1 02. 

3. Complainant Failed to Prove that SkyWest Operated Aircraft in Violation of its 

Operations Specifications 

SkyWest's W&B program is incorporated into its operations specifications. The W&B 

program requires that SkyWest personnel mark the number of standard, heavy and planeside 

loaded bags in the appropriate block of the CLR and then provide it to the flight crew who, 

unless there are last minute changes, use the CLR to calculate the aircraft's W &B and create the 

load manifest. The program allows for last minute changes--i.e. loading and unloading of cargo, 

after the CLR has been completed, provided the PIC has communicated with the designated 

loading agent about the newly requested weight discrepancy and has given authorization for the 

change. Accordingly, there may be instances in which the flight crew copies of the CLR's may 

not reflect the numbers of bags, but the originating stations' will. 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 11 
Complainant's allegations that SkyWest operated in violation of its OpSpecs is based 

solely on the flight crew copies of the CLR's. However, this does not mean that the load 

manifests were incorrect or that the flights were in violation of the OpSpecs. Again, the best 

evidence would have been the load manifests and some evidence as to how the load manifests 

were prepared and what information was utilized to compute aircraft weight and balance. 

Chapter 4, page 16 of SkyWest's Standard Procedures 4100, Section 11, Aircraft 

Loading, Subsection (B), states that the designated aircraft loading agent may load or unload 

baggage after the CLR has been completed and supplied to the flight crewZ8 provided the change 

in weight is communicated to the PIC who in turn has given his or her approval for the change. 

This section does not require that the flight crew's copy of the CLR be amended, so a last minute 

change could produce some prima facie discrepancy between the flight crew's copy of the CLR 

and the number of bags offloaded from the aircraft?9 

While the Ops Specs clearly provide for operating flights with a bag count that is not 

represented on the flight crew's CLR, none of the FAA inspectors spoke with the Sky West 

loading personnel, departing station personnel or the flight crews responsible for computing 

weight and balance to prepare the load manifests, nor did they review the operation station's 

copy of the CLR copy. 

The FAA did not ask flight crews how they calculated weight and balance, and 

specifically, whether they had authorized any last minute changes and calculated weight and 

balance using a verbally amended CLR, resulting in an accurate load manifest.30 As the CLR's 

submitted by Complainant are not dispositive, the FAA provided absolutely no evidence to 

28 So long as engine one is not operating. 

29 Hearing Transcript 147:8-22;148:1-22;149:1-4) 

30 Hearing Transcript 37:18-22;36:11-18 (Agent McKenna);50:8-10;52:8-10;53:1-22;55:12-

22;56:1-3;51: 14-19 (Agent Huymh); 78:10-13;80:11-19 (Agent Gehring) 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 12 
suggest the load manifests were incorrect.31 In fact, Complainant has admitted in its Post-Trial 

Brief that the load manifests could have been correct. 32 

There is no evidence to suggest that the flight crews on these five flights calculated the 

load manifests using incorrect weight and balance information, that the aircraft were loaded other 

than pursuant to authorized procedures set forth in Sky West's OpsSpecs, that the flight crews did 

not correctly calculate weight and balance data, or that Sky West operated aircraft in any manner 

contrary to its OpsSpecs. 

Complainant has failed to prove by a preponderance of the evidence that there were any 

violations of Sections 119.5(g),(l) or Sections 121.693(a), (c), and (d). 

4. The Sanction Sought in these Cases is Inappropria~e and Unwarranted by the 

Facts 

While Sky West contends that no violations occurred, the sanctions sought by 

Complainant are unreasonable and should be reduced. It is important to note that Complainant 

does not attempt to justify its proposed penalties by applying evidence to the sanction guidelines. 

Each flight is simply assigned the same penalty, with no consideration of the myriad differences 

between those flights. Instead, Complainant runs through a rote recitation of familiar cases and 

simply expects this court to give it deference in the penalty it has selected- without bothering to 

show the math on how $33,000 per flight was calculated. It drops the thirteen factors set forth in 

Warbelow in a footnote without explaining how any of these factors moved the proposed 

sanction up, or down, by a dollar. No deference need be given to a number so arbitrarily chosen. 

31 Other than testifying that they counted bags and compared their count to the CLR' s received 

from the flight crews, Agents McKenna (Hearing Transcript 37:18-22), Huymh (Hearing 

Transcript 54:14-19;60:19-22;61:1-11) and Gehring (Hearing Transcript 80:11-19) did not 

provide any testimony suggesting that the flight crews used incorrect baggage counts when 

calculating weight for flight planning purposes. 

32 Complainant Post-Trial Brief, page 7, states that corrections to the load manifest might have 

been made to correctly reflect each aircrafts' loading. 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 13 
Although Complainant is quick to argue that SkyWest has the means to pay its proposed 

penalty, it does not, and cannot, argue that its demand is remotely proportional to the alleged 

technical, non-safety, violation. Take a moment to consider that in 2011, SkyWest Inc. (Express 

Jet and SkyWest Airlines) reported a net loss of$27.8 million33• By itself, SkyWest Airlines 

operated 602,000 flights with a profit of $58 million- or $96 per flight. Thus, in order to pay 

the $165,000 in total penalties for alleged miscounted bags, SkyWestwould have to operate 

1, 719 flights. This penalty, which the FAA readily admits is based on non-safety and technical 

violations, is draconian and needs more justification than "we get deference." No, the FAA has 

the burden of showing that its penalty is fair, reasonably calculated and specifically tied to the 

underlying facts. It has not done that here. Instead it has ignored SkyWest's efforts to mitigate 

and blown past the maximum allowable penalty by alleging multiple violations, based on the 

same set of underlying facts. 

a. Nature, Circumstance, Gravity and Extent of the Alleged Violation 

Sky West strives for baggage count and aircraft weight and balance accuracy and its 

efforts to control risks associated therewith are ongoing and a top priority. However, the aircraft 

ramp is a very difficult work environment-it is busy, noisy, exposed to the elements and there 

are other factors that come into play that can alter and limit human performance.34 Human 

limitations on the process of loading and counting baggage on aircraft can make it impossible to 

ensure 100% accuracy.35 

33 Sky West respectfully requests that the Administrative Law Judge take judicial notice of 

SkyWest's Form 10-K, for the year ended December 31, 2011, on file with the Securities and 

Exchange Commission (SEC), and specifically, pages 1-6,39, 40, 45,46 and 65 thereof, which 

are attached hereto as Appendix A to this Post-Trial Brief. Under Federal Rules of Evidence 

("FRE") 201, Courts may take judicial notice of contents of documents filed with an 

administrative agency, FindWhat Investor Group v. FindWhat.com (11 ~ Cir. 2011), 658 F. 3d 

1282, 1297, fu 15. 

34 Hearing Transcript 118:2-9 

35 Hearing Transcript 124:11-22;125:1 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 14 
True, improper aircraft loading can cause a hazard. But that is simply not the case here. 

The aircraft weight and balance and performance calculations remained well within FAAapproved manufacturer limits as it had been calculated for each flight. 36 Safety of flight was 

never at risk. 

Moreover, computation of takeoff weight under an average weights program does not 

exactly correspond to the actual weight of the aircraft. 37 Complainant has long recognized this 

and has fully acknowledged that the use of actual baggage and passenger weights is impractical, 

which is why the FAA allows for an average weight programs contemplated in AC 120-27E. 

Under the AC, the FAA has recognized that there is no implicit or automatic danger caused by 

small discrepancies between the aircraft weight specified in the load manifest and the actual 

weight of the aircraft. 

Because using actual weights is impractical, AC120-27E allows for an average weights 

program wherein a 2% tolerance or 2% error is allowable.38 Of the five flights at issue in this 

case, only one was outside of the permitted 2%, although not by much. 39 

b. Degree of Culpability 

Sky West handles an estimated 23 million bags per year;40 the sheer volume of manually 

handled items makes it impossible to assure absolute accuracy. 

SEALED - Which is presumably why the FAA has agreed to allow other airlines, DELTA 

specifically, to have bag counts off by as many as 20 bags on similar aircraft (Sealed Transcript 

6:9-21; 7:5-20; 10:7-22:11:1-8)- UNSEALED 

36 Hearing Transcript 94:3-16 

37 Hearing Transcript 91-94:1-2 

38 Hearing Transcript 108:9-17;109:4-22;110:1 

39 Hearing Transcript 110;111;112 

40 Hearing Transcript 123:19-22;124:1-4 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 15 
Under its Human Factors Policy41 Complainant has acknowledged that it should consider 

error tolerance systems that take into consideration human limitations, and has done so for other 

airlines.42 Unfortunately, the FAA has refused efforts by SkyWest to amend its approved W&B 

Program to provide for tolerance or variance for small miscounts in nature that result in slight 

differences between the actual baggage counts, the numbers of bags reported on the CLR or the 

weights reported on the aircraft load manifest.43 

Sky West had previously requested that the FAA allow it to amend its W &B Program 44 to 

provide for this. Although the FAA has granted such relief to at least one other air carrier 

operating aircraft of similar size to Sky West's CRJ "900' s, the FAA, for no specified reason, 

declined to do so, evidently preferring to impose civil penalties for technical infractions having 

no adverse effect on safety. 45 

c. Attitude; Corrective Actions 

Although Complainant suggests that SkyWest's corrective actions were ineffectual 

(Complainant's Brief at pp. 12"13), Sky West has always been an industry leader in compliance 

41 FAA Order 9550.8, publically available at http://www.hf.faa.gov/docs/hforder.htm 

42 Hearing Transcript 115:4" 13, referencing Exhibits 4-6 

43 Hearing Transcript 112:19-22;113:1-17 

44 Exhibit R4, Original W &B Program Amendment Proposal, dated March 2, 2011; in person 

meeting on March 3, 2011; Exhibit R-5, Follow"up letter dated March 5, 2011. Hearing 

Transcript 123:3"13. SkyWest sent multiple letters, met with the FAA in-person and provided 

excerpts of Operations Manuals from other airlines that FAA had already approved for just such 

an amendment. Sky West's request sought a 60lb tolerance for the CRJ"200 and 90lbs for the 

CRJ" 700/900. Hearing Transcript 115:19-22;116:18. The tolerance request was within the 2% 

margin specified in the advisory circular for the CRJ-200 and very close for the CRJ-700/900. 

The reason it made sense for the 700/900 is because of the approved program already in place for 

three bags. Hearing Transcript 118:10"20. 

45 SEALED- The FAA granted Delta Airlines a 20"bag tolerance, yet denied Sky West a 2-bag 

tolerance. Sealed Transcript 7"8. " UNSEALED 

FAA Case Nos.: 2011NM060010, 2011NM060011, 201-INM060033 (Consolidated) 

DMS Nos. FAA"2011"0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 16 
and training. Where Sky West sees best practices used by other airlines, it incorporates those 

practices where applicable46 (and when allowed by the FAA). 

At the hearing Sky West presented extensive evidence of corrective actions taken to 

prevent and/or minimize human error in counting baggage, including, among other things, four 

years of weight and balance workshops and conferences, self-audits to ensure compliance, the 

addition of improved online CLR training courses; the introduction of focus groups with 

frontline agents to better understand where the potential for discrepancy and error exists; 

enhancing basic employee training; follow-up conference calls with contract stations to ensure 

compliance with new procedures; and issuance and dissemination of training bulletins and 

ground operations bulletins.47 

FAA's Salt Lake City, Utah, Certificate Management Office attended and participated in 

Sky West's 2009,2010 and 2011 Customer Service Training conferences focusing on weight and 

balance issues. There was never any indication from them that Sky West's training or procedures 

were anything other than adequate.48 SkyWest had monthly teleconferences with the FAA 

Certificate Management Office and a Principal Operations Inspector to ensure SkyWest's 

compliance efforts were satisfactory, and again, the FAA never offered even a hint that 

Sky West's actions were in anyway inadequate.49 

On page 13 of its Post-Trial Brief, Complainant cited 21 different measures taken by 

Sky West, claiming 14 did not work and 7 are just a "rehash [of] previous efforts known to be 

ineffectual". 5° This statement calls into question the nature of the FAA's enforcement policy as 

46 Hearing Transcript 172:15-22;173:1-15 

47 SEALED Hearing Transcript 14-30 

48 SEALED TRANSCRIPT 21 :19-22;22: 1-2 

49 SEALED TRANSCRIPT 26-27 

5

° Complainant's Post-Trial Brief, page 12-13 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 17 
SkyWest took extensive efforts to collaborate with the FAA to ensure that its W&B Program and 

baggage loading and accounting procedures were adequate, since the FAA is now suggesting that 

it was not enough. 5

1 Complainant's churlish comments about SkyWest's "ineffectual" attempts 

at compliance show the FAA's unrealistic expectations. On multiple occasions Sky West met and 

worked with the FAA in formulating many ofthese corrective actions. 

d. Compounding of Multiple Violations 

Simply adding up individual penalties for each violation can result in compounding a 

sanction in a disproportionately harsh manner for the conduct involved. 5

2 When a single instance 

of noncompliance resulting in multiple violations of general and specific regulations involving 

the same or similar conduct, the FAA should not compound the sanction to reflect the amount of 

sanction recommended in the table for each regulatory violation. 53 

Complainant alleges that Sections 119.5(g) and 119.5(1) are separate violations as each 

requires proof of a fact the other does not; the critical distinction being that (g) regulators 

operations as an air carrier and (1) regulates the operation of an aircraft. 

Complainant's argument is vacuous. No effort has been made to set forth the different 

elements of 119.5(g) versus 119.5(1) or make any meaningful distinction between the violations. 

Complainant has alleged that Sky West violated section (1) for operating an aircraft in violation of 

its Ops Specs and section (g) for operating as an air carrier in violation ofits Ops Specs. 

Complainant has doubled its penalty on a truism: Sky West cannot operate as an air carrier 

without operating an aircraft. 

51 Transcript Hearing 155:2-22;156:1-7 

52 FAA Compliance and Enforcement Program. 2150.3B(6)(b). General Sanction Guidance 

53 FAA Compliance and Enforcement Program. 2150.3B(6)(c). Single Act of Noncompliance 

Resulting in Multiple Violations 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 18 
e. Violation History 

Complainant argues that SkyWest's violation history for incidents relating to miscounted 

baggage suggests that SkyWest's corrective actions are ineffective and sanctions imposed to date 

have not had a deterrent effect. This argument is without merit. 

As elicited above and as set forth in the FAA Human Factors Policy, transporting 

millions of bags every year will inevitably and unescapably result in a miss-counted bag (and 

unfortunately a lost bag just when you need it). The FAA has attended and participated in 

SkyWest's annual Customer Service Training conferences and has had monthly teleconferences 

with Sky West in effort to minimize any such occurrences. It is patently unfair for the FAA to tell 

Sky West that its training is adequate when conducted, and inadequate when the trained 

employees make a simple mistake. 

While the degree of hazard is de minimis, and the act of miscounting cannot be avoided, 

Sky West continues to show its attitude of compliance by taking steps to control an 

uncontrollable risk. 

Ironically, the violation history shows, in the past, Complainant took a reasonable 

approach to a miscounted bag, settling for penalties that were 67% less than those proposed here. 

Now Complainant comes with treble penalties and no other justification than "this has happened 

before." But Complainant has shown no commonality in the alleged violations. SkyWest has 

more than 10,000 employees and is regularly handled by Delta Airlines and United Airlines. 

Complainant has not alleged that a single employee involved here was also involved in any prior 

violation. It points to no common member of management. It gives no credit in its penalty 

calculation for the massive amounts of energy and resources that Sky West has dedicated to 

achieving a perfect bag count. No matter what measures SkyWest takes, human error will 

always exist. But in order to drastically elevate a penalty on violation history alone, 

Complainant should at least show the same humans were involved. 

FAA Case Nos.: 20llNM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 19 
f. Due deference 

Complainant requests substantial deference in the civil penalty it seeks, however, such 

deference should no longer be assumed as automatically owed. When Congress passed and the 

President signed into law the Pilot's Bill ofRights (PBR), Public Law 112-153, removed was 

special statutory deference to the FAA. While specifically, PBR relates to National 

Transportation Safety Board reviews of FAA actions and the instant case is before the 

Department of Transportation, generally, the legislative and executive branches have made it 

clear that there are some limitations to due deference. With the disproportionate and draconian 

penalties demanded here, Sky West's only recourse is to petition this court for relief-- and as 

such, this court should decline Complainant's invitation to cede its power to determine a 

reasonable penalty. 

Conclusion 

In each of these cases, there is no evidence of lack of training or proficiency on the part 

ofSkyWest or its employees. SkyWest has promulgated extensive procedures for the loading 

and accounting of baggage in its aircraft. SkyWest has been an industry leader in training its 

employees-training of which SkyWest is very proud and which the FAA attended and 

participated in. 

There is also no doubt that the flights were conducted with the utmost levels of safety and 

that there was no compromise in same. 

Assuming that the baggage counts contained in the crew copies of the CLR' s were used 

to compute load and balance and the load manifest (for which the FAA has produced not one iota 

of evidence 

In all the subject flights there are two possible explanations, either: 

I. A violation of the FAR's occurred when SkyWest loading agents miscounted 

bags while loading a Sky West flight and incorrectly filled out the CLR which the flight crew 

used to calculate the aircraft's W &B, as alleged by Complainant; or 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 20 
2. There was no violation ofFARs because the SkyWest Pilot in Command (PIC) 

simply authorized a last minute change of the cargo loaded on the aircraft after the CLR had 

already been provided to the flight crew. 

The later situation is not a violation ofthe FAR's as SkyWest's OpsSpecs clearly provide 

that a modification of the flight crew's CLR is not necessary if the PIC gives authorization to 

load or unload bags after verbally communicating any weight and balance changes with 

designated loading agent. 5

4 

If not the latter situation and the CLR's in fact contained errors, these cases all involve 

the simple inescapable and undeniable 5

5 factor of human error. 

In conclusion, Complainant has failed to meet its burden of proof to show that SkyWest 

operated in violation of its OpsSpecs. Sky West did not violate the cited FAR's and the complaint 

should be dismissed with prejudice. 

In the alternative, if the Court detennines that the presence of an incorrect CLR in the 

flight crew's possession creates a presumption of incorrect load manifests in violation of 

OpsSpecs, SkyWest submits that the $33,000 per violation civil penalty is unreasonable and 

excessive. 

To the extent that these incidents were the product of simple human error, no civil 

penalty, small or large, is going to prevent recurrence. 

Should the Court detennine that a sanction is required, Respondent request that it be 

reduced for those reasons set forth above. 

54 Complainant's Exhibit C-103- Chapter 4, page 16, Standard Procedures 4100, Section 11, 

Aircraft Loading, (B) Last minute changes. (Engine one cannot be operating). 

55 FAA Order 9550.8, Human Factors Policy · 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page21 
DATED this 22nd day of January, 2013. 

Michael L. Dworkin 

Co-Counsel for Sky West Airlines 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 22 
CERTIFICATE OF SERVICE 

The undersigned hereby certifies that on this 23rd day of January, 2013, a true and 

correct copy of the foregoing: 

POST-TRIAL BRIEF 

was served as follows: 

The Honorable Richard C. Goodwin 

Office of Hearings, M-20 

1200 New Jersey Avenue, S.E. 

East Building Ground Floor, 

Room E12-320 

Washington, D.C. 20590 

{FED EX} 

Federal Aviation Administration 

800 Independence A venue SW 

Washington, DC 20591 

Attn: Hearing Docket Clerk, AGC-430 

Wilbur Wright Building- Suite 2Wl000 

{FED EX} 

Jeffrey M. Harper, Esq. 

Robert Spitzer, Esq. 

Federal Aviation Administration 

Northwest Mountain Region, ANM-7 

1601 Lind Avenue S.W. 

Renton, Washington 98057 

Fax: (425) 227-1007 

{FED EX} 

CAITLIN M. MILLER 

Legal Assistant 

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) 

DMS Nos. F AA-2011-0465; -0486; and 0680/0779 

POST TRIAL BRIEF 

Page 23 
Todd C. Emerson, #8175 

SKYWEST AIRLINES, INC. 

444 South River Road 

St. George, Utah, 84 790 

Telephone: (435) 634-3530 

Facsimile: (435) 634-3505 

Michael L. Dworkin #6404 7 

MICHAEL L. DWORKIN AND ASSOCIATES 

465 California Street, Suite 210 

San Francisco, California 94118 

Telephone: (415) 421-2500 

Facsimile: (415) 421-2560 

RECEIVED 

JAN 2 4 2013 

HEARING DOCKET 

UNITED STATES OF AMERICA 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF HEARINGS 

WASIDNGTON, D.C. 

In the Matter of: 

SKYWEST AIRLINES, INC. 

FAA Case Nos.: 2011NM060010, 

2011NM060011,2011~060033 

(Consolidated) 

DMS Nos. FAA-2011-0465; -0486; 

and 0680/0779 

APPENDIX A to POST TRIAL BRIEF 

Judge: Richard C. Goodwin 

Sky West respectfully requests that the Administrative Law Judge take judicial 

notice ofSkyWest's Form 10-K, dated as ofDecember 31,2011, on file with the 

Securities and Exchange Commission (SEC), and specifically, pages 1-6, 39, 40, 

45, 46 and 65 thereof, which are attached hereto. Under Federal Rules of Evidence 

(" FRE ") 201, Courts may take judicial notice of contents of documents filed with 
an administrative agency, FindWhat Investor Group v. FindWhat.com (11th Cir. 

2011), 658 F. 3d 1282, 1297, fn 15. 
UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 10-K 

l8] ANNUAL REPORT PURSUANT TO SECTION 13 OR lS(d) OF mE 

SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2011 

OR 

0 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 

444 South River Road 

St. George, Utah 84790 

( 435) 634-3000 

(IRS Employer ID No.) 

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

Securities Registered Pursuant to Section 12{g) of the Act: 

Common Stock, No Par Value 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 

Act. Yes 0 No 181 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15{d) of 

this Act. Yes 0 No 181 

Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by 

Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 181 No 0 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if 

any, every Interactive Data File required to be submitted and posted 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 

and post such files). Yes 181 No 0 

Indicate by check mark 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 the definitive proxy statement incorporated by 

reference in Part III of this Form 10-K, or any amendment to this Form 10-K 181 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated 

filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller 

reporting company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer 181 Accelerated filer 0 Non-accelerated filer 0 

(Do not check if a smaller reporting company) 

Smaller reporting company 0 

Indicate by check mark whether the registrant is a shell company {as defined in Rule 12b-2 of the Exchange 

Act). Yes 0 No 181 

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 National Market) on June 30, 2011 was approximately 

$756,373,134. 

As of February 10, 2012, there were 50,975,156 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 2012 Annual Meeting of 

Shareholders are incorporated by reference into Part III of this Report as specified. 
SKYWEST, INC. 

ANNUAL REPORT ON FORM 10-K 

TABLE OF CONTENTS 

PART I 

Cautionary Statement Concerning Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . 3 

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 

Item lA. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 

Item lB. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 

Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 

Item 5. 

Item 6. 

Item 7. 

Item 7A. 

Item 8. 

Item 9. 

Item 9A. 

Item 9B. 

Item 10. 

Item 11. 

Item 12. 

Item 13. 

Item 14. 

PARr II 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer 

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Selected Financial Data .......................................... . 

Management's Discussion and Analysis of Financial Condition and Results of 

Operations .................................................. . 

Quantitative and Qualitative Disclosures About Market Risk ............... . 

Financial Statements and Supplementary Data .......................... . 

Changes in and Disagreements with Accountants on Accounting and Financial 

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Controls and Procedures ......................................... . 

Other Information .............................................. . 

PART III 

Directors, Executive Officers and Corporate Governance .................. . 

Executive Compensation .......................................... . 

Security Ownership of Certain Beneficial Owners and Management and Related 

Stockholder Matters ........................................... . 

Certain Relationships and Related Transactions ............... · .......... . 

Principal Accountant Fees and Services ............................... . 

PART IV 

37 

39 

41 

60 

61 

96 

96 

98 

98 

98 

98 

98 

98 

Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 

2 
PART I 

Unless otherwise indicated in this Report, "Sky West," "we," "us," "our" and similar terms refer to 

SkyWest, Inc. and "Sky West Airlines" refers to our wholly-owned subsidiary, Sky~st Airlines, Inc. 

Effective December 31, 2011, our subsidiary, ExpressJet Airlines, Inc. was merged into our subsidiary, 

Atlantic Southeast Airlines, Inc., with the surviving corporation named Expresslet Airlines, Inc. (the 

"Expresslet Combination"). In this Report, "Atlantic Southeast" refers to Atlantic Southeast Airlines, Inc. 

for periods prior to the Expresslet Combination, "Expresslet Delllware" refers to ExpressJet Airlines, Inc., a 

Delaware corporation, for periods prior to the Expresslet Combination, and "Expresslet" refers to Expresslet 

Airlines, Inc., the Utah corporation resulting from the combination of Atlantic Southeast and Expresslet 

Delaware, for periods subsequent to the consummation of the Expresslet Combination. 

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 forwardlooking 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, 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 for SkyWest Airlines and ExpressJet, the anticipated benefits 

of our acquisition of ExpressJet Delaware and the ExpressJet Combination, our 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. These risks and 

uncertainties include, but are not limited to, those described below in Item lA., Risk Factors, and the 

following: 

• our ability to achieve potential benefits from the ExpressJet Combination; 

• relations with our employees, including organized labor groups at ExpressJet and the impact of 

labor negotiations and agreements with our unionized and non-unionized employees; 

• our labor and maintenance cost increasing at a faster rate than increases in our contractual 

rates; 

• changes in our code-share relationships; 

• competitive practices in the airline industry, including significant fare-restructuring activities, 

consolidation of major carriers (which reduces the number of potential code-share partners), 

capacity reductions and other restructurings by major and regional carriers; 

• global and national economic conditions; 

• the impact of increasing fuel prices on the airline industry; 

• ongoing litigation with Delta Air Lines, Inc. ("Delta"); 

• our ability to attract and retain code-share partners; 

• the cyclical nature of the airline industry; 

• security-related and insurance costs; 

3 
• weather conditions; 

• government legislation and regulation; 

• reduced utilization levels of our aircraft under our code-share agreements; 

• unionization efforts among SkyWest Airlines' employees; and 

• other risks and uncertainties listed from time to time in our reports filed with the SEC. 

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 

Through SkyWest Airlines and ExpressJet, we offer scheduled passenger service with approximately 

4,000 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, Continental Express, 

US Airways Express or Alaska under code-share arrangements with Delta, United Air Lines, Inc. 

("United"), Continental Airlines, Inc. ("Continental"), US Airways Group, Inc. ("US Airways") and 

Alaska Airlines ('~aska"), respectively, with significant presence in Delta's, United's and Continental's 

key domestic hubs and focus cities. SkyWest Airlines and ExpressJet generally provide regional flying to 

our partners under long-term, fixed-fee code-share agreements. Among other features of our fixed-fee 

agreements, our partners generally reimburse us for specified direct operating expenses (including fuel 

expense, which is passed through to our partners), and pay us a fee for operating the aircraft. 

On December 31, 2011, Atlantic Southeast and ExpressJet Delaware completed the ExpressJet 

Combination. Since November 17, 2011, the operations formerly conducted by Atlantic Southeast and 

ExpressJet Delaware have been conducted under a single operating certificate issued by the U.S. 

Federal Aviation Administration (the "FAA''). We currently anticipate that we will complete the full 

integration of the operations of Atlantic Southeast and ExpressJet Delaware into ExpressJet during the 

next few years. 

SkyWest Airlines and ExpressJet have developed industry-leading reputations for providing quality, 

low-cost regional airline service during their long operating histories. Sk:yWest Airlines has been flying 

since 1972 and ExpressJet (and its predecessors) since 1979. As of December 31, 2011, our 

consolidated fleet consisted of a total of 732 aircraft, of which 443 were assigned to United and 

Continental, 268 were assigned to Delta, eight were in preparation for new code-share assignments, five 

were assigned to Alaska, four were subleased to affiliated entities, two were assigned to US Airways 

and two were subleased to unaffiliated entities. We currently operate two types of regional jet aircraft: 

the Bombardier Aerospace ("Bombardier") regional jet, which comes in three different configurations 

(the 50-seat Bombardier CRJ200 Regional Jet (the "CRJ200"), the 70-seat Bombardier CRJ700 

Regional Jet (the "CRJ700") and the 70-90-seat Bombardier CRJ900 Regional Jet (the "CRJ900")) 

and the 50-seat Embraer ERJ-145 regional jet ("ERJ145"). We also operate the 30-seat Embraer 

Brasilia EMB-120 turboprop (the "Brasilia turboprop"). 

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 web site at www.skywest.com. Our website provides a link to the web site of the 

SEC, through which our annual, quarterly and current reports, as well as amendments to those reports, 

4 
are available. In addition, we provide electronic or paper copies of our filings free of charge upon 

request. 

Our Operating Platfonns 

Sky~st Airlines 

SkyWest Airlines provides regional jet and turboprop service primarily located in the midwestern 

and western United States. SkyWest Airlines offered approximately 1,650 daily scheduled departures as 

of December 31, 2011, of which approximately 1,110 were United Express flights, 500 were Delta 

Connection flights, 30 were Alaksa-coded flights and 10 were US Airways Express flights. SkyWest 

Airlines' operations are conducted from hubs located in Chicago (O'Hare), Denver, Los Angeles, 

Houston, Portland, Seattle, Phoenix, San Francisco and Salt Lake City. SkyWest Airlines' fleet as of 

December 31, 2011 consisted of 21 CRJ900s, all of which were flown for Delta; 96 CRJ700s, of which 

70 were flown for United, 21 were flown for Delta and five were flown for Alaska; 153 CRJ200s, of 

which 82 were flown for United, 61 were flown for Delta, eight were in preparation for service under a 

code-share agreement with US Airways and two were flown for US Airways; and 45 Brasilia 

turboprops, of which 35 were flown for United and ten were flown for Delta. 

SkyWest Airlines currently conducts its Delta Connection operations pursuant to the terms of an 

Amended and Restated Delta Connection Agreement, which obligates Delta to compensate SkyWest 

Airlines for its direct costs associated with operating Delta Connection flights, plus a payment based on 

block hours flown (the "SkyWest Airlines Delta Connection Agreement"). SkyWest Airlines' United 

code-share operations are conducted under a United Express Agreement, pursuant to which SkyWest 

Airlines is paid primarily on a fee-per-completed block hour and departure basis, plus a margin based 

on performance incentives (the "SkyWest Airlines United Express Agreement"). During 2011, SkyWest 

Airlines entered into code-share agreements with Alaska and US Airways, pursuant to which SkyWest 

Airlines is paid primarily on a fee-per-completed block hour and departure basis, plus a fixed margin 

per aircraft each month. 

Expresslet 

ExpressJet provides regional jet service principally in the United States, primarily from hubs 

located in Atlanta, Cleveland, Cincinnati, Chicago (O'Hare), Denver, Houston, Newark and Washington 

Dulles. The combined operations of Atlantic Southeast and ExpressJet Delaware offered more than 

2,100 daily scheduled departures as of December 31, 2011, of which approximately 650 were Delta 

Connection flights and 1,450 were Continental Express or United Express flights. As of December 31, 

2011, the combined fleet of Atlantic Southeast and ExpressJet Delaware consisted of ten CRJ900s (all 

of which were flown for Delta), 46 CRJ700s (all of which were flown for Delta), 113 CRJ200s (99 of 

which were flown for Delta and 14 of which were flown for United) and 242 ERJ145s all of which were 

flown for United or Continental. 

Under the terms of a Second Amended and Restated Delta Connection Agreement initially 

executed between Delta and Atlantic Southeast and to which ExpressJet is now a party (the 

"ExpressJet Delta Connection Agreement"), Delta has agreed to compensate ExpressJet for its direct 

costs associated with operating Delta Connection flights, plus, if ExpressJet completes a certain 

minimum percentage of its Delta Connection flights, a specified margin on such costs. Additionally, the 

ExpressJet Delta Connection Agreement provides for incentive compensation upon satisfaction of 

certain performance goals. Under the ExpressJet Delta Connection Agreement, excess margins over 

certain percentages must be returned to or shared with Delta, depending on various conditions. 

ExpressJet's Continental and United code-share operations are conducted under a Capacity Purchase 

Agreement between ExpressJet and Continental (the "Continental CP~') and two United Express 

Agreements between ExpressJet and United (collectively, the "ExpressJet United Express 

5 
Agreements"), pursuant to which ExpressJet is paid by Continental or United, as applicable, primarily 

on a fee-per-completed block hour and departure basis, plus a. margin based on performance incentives. 

Competition and Economic Conditions 

The airline industry is highly competitive. SkyWest Airlines and ExpressJet compete principally 

with other code-sharing regional airlines, but also with regional airlines operating without code-share 

agreements, as well as low-cost carriers and major airlines. The combined operations of SkyWest 

Airlines and ExpressJet extend throughout most major geographic markets in the United States. Our 

competition includes, therefore, nearly every other domestic regional airline, and to a certain extent, 

most major and low-cost domestic carriers. The primary competitors of SkyWest Airlines and 

ExpressJet among regional airlines with code-share arrangements include Air Wisconsin Airlines 

Corporation ('~ Wisconsin"), American Eagle Airlines, Inc. ('~erican Eagle") (owned by American 

Airlines, Inc. ('~erican")), Comair, Inc. ("Comair") (owned by Delta), Compass Airlines 

("Compass"), , Horizon Air Industries, Inc. ("Horizon") (owned by Alaska Air Group, Inc. ('~aska 

Airlines")), Mesa Air Group, Inc. ("Mesa"), Pinnacle Airlines Corp. ("Pinnacle"), Republic Airways 

Holdings Inc. ("Republic") and 'Ii"ans State Airlines, Inc.("'Ii"ans State"). Major airlines award contract 

flying to these regional airlines based upon, but not limited to, the following criteria: low cost, financial 

resources, overall customer service levels relating to on-time arrival and departure statistics, 

cancellation of flights, baggage handling performance and the overall image of the regional airline as a 

whole. The principal competitive factors we experience with respect to our pro-rate flying include fare 

pricing, customer service, routes served, flight schedules, aircraft types and relationships with major 

partners. 

The principal competitive factors for code-share partner regional airlines are code-share agreement 

terms, customer service, aircraft types, fare pricing, flight schedules and markets and routes served. The 

combined operations of SkyWest Airlines and ExpressJet represent the largest regional airline 

operation in the United States. However, some of the major and low-cost carriers are larger, and have 

greater financial and other resources than SkyWest Airlines and ExpressJet, individually or collectively. 

Additionally, regional carriers owned by major airlines, such as American Eagle and Comair, may have 

access to greater resources, through their parent companies, than SkyWest Airlines and ExpressJet, and 

may have enhanced competitive advantages since they are subsidiaries of major airlines. 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. 

Generally, the airline industry is highly sensitive to general economic conditions, in large part due 

to the discretionary nature of a substantial percentage of both business and leisure travel. Many airlines 

have historically reported lower earnings or substantial losses during periods of economic recession, 

heavy fare discounting, high fuel costs and other disadvantageous environments. 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 the predominantly contract-based flying arrangements of 

SkyWest Airlines and ExpressJet. Nevertheless, the per-passenger component in such fee structure 

would be affected by an economic downturn. In addition, if Delta or United, or any of our other 

code-share partners, experience a prolonged decline in passenger load or are harmed by low ticket 

prices or high fuel prices, they will likely seek to renegotiate their code-share agreements with SkyWest 

Airlines and ExpressJet, as applicable, or cancel flights in order to reduce their costs. 

6 
Stock Perfonnance Graph 

The following Perfonnance Graph and related infonnation shall not be deemed "soliciting material" or 

"filed" with the Securities and Exchange Commission, nor shall such infonnation be incorporated by 

reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as 

amended, 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, 2011, with the cumulative total return during such period of 

the Nasdaq Stock Market (U.S. Companies) and a peer group index composed of regional and major 

passenger airlines with U.S operations that have equity securities traded on the Nasdaq Stock Market 

or the New York Stock Exchange, the members of which are identified below (the "Peer Group") for 

the same period. 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. 

Comparison of Cumulative Five Year Total Return 

$200 

- SkyWest,lnc. 

-fa- NASDAQ Composite 

$150 -+-Peer Group 

~ ~--------~----------,-----------r----------r----------~ 

2006 2007 2008 2009 2010 2011 

INDEXED RETURNS 

Base Years Ending Period 

Company Name /Index Dec06 Dec07 Dec08 Dec09 DeclO Decl1 

SkyWest, Inc ................. 100 105.75 73.83 67.96 63.47 51.76 

NASDAQ Composite .......... 100 110.26 65.65 95.19 112.10 110.81 

Peer Group ................. 100 66.27 46.75 48.20 58.35 40.91 

The Peer Group consists of regional and major passenger airlines with U.S operations that have 

equity securities traded on the Nasdaq Stock Market or the New York Stock Exchange. The members 

of the Peer Group are: Alaska Air Group, Inc.: Allegiant 'fravel Co.; AMR Corp/DE; Delta Air 

Lines, Inc.; Great Lakes Aviation, LTD.; Gulfstream Inti. Group Inc.; Hawaiian Holdings, Inc.; JetBlue 

Airways, Corp.; Pinnacle Airlines, Corp.; Republic Airways, Holdings Inc.; SkyWest, Inc. Southwest 

Airlines, Spirit Airlines Inc.; United Continental Holdings, Inc.; and US Airways Group, Inc. 

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. 

39 
Selected Consolidated Financial Data (amounts in thousands, except per share data): 

Operating revenues . . . . . . . . . . . . . . 

Operating income .............. . 

Net income (loss) .............. . 

Net income (loss) per common share: 

Basic ...................... . 

Diluted .................... . 

Weighted average shares: 

Basic ...................... . 

Diluted .................... . 

Thtal assets . . . . . . . . . . . . . . . . . . . . 

Current assets ................. . 

Current liabilities ............... . 

Long-term debt, net of current 

maturities . . . . . . . . . . . . . . . . . . . 

Stockholders' equity . . . . . . . . . . . . .. 

Return (loss) on average equity(!) ... 

Cash dividends declared per common 

share ...................... . 

Year Ended December 31, 

2011 2010(2) 2009 2008 

$3,654,923 $2,765,145 $2,613,614 $3,496,249 

41,106 201,826 212,195 255,231 

(27,335) 96,350 83,658 112,929 

$ (0.52) $ 1.73 $ 1.50 $ 1.95 

$ (0.52) $ 1.70 1.47 1.93 

52,201 55,610 55,854 57,790 

52,201 56,526 56,814 58,633 

$4,281,908 $4,456,148 $4,310,802 $4,014,291 

1,280,464 1,379,203 1,254,099 1,220,668 

624,148 572,278 449,835 386,604 

1,606,993 1,738,936 1,816,318 1,681,705 

1,334,261 1,420,923 1,352,219 1,275,521 

(2.0)% 6.9% 6.4% 9.0% 

$ 0.16 $ 0.16 $ 0.16 $ 0.13 

2007 

$3,374,332 

344,524 

159,192 

$ 2.54 

2.49 

62,710 

64,044 

$3,990,525 

1,210,139 

398,219 

1,732,748 

1,246,007 

13.1% 

$ 0.12 

(1) Calculated by dividing net income (loss) by the average of beginning and ending stockholders' 

equity for the year. 

(2) On November 12, 2010, we completed the ExpressJet Merger for $136.5 million in cash. Our 2010 

consolidated operating revenues contain 50 days of additional revenue and expenses generated 

subsequent to the ExpressJet Merger. 

Selected Operating Data 

Year Ended December 31, 

2011 2010 2009 2008 2007 

Block hours . . . . . . . . . . . . . . . . . . .. 2,250,280 1,547,562 1,363,257 1,376,815 1,438,818 

Departures . . . . . . . . . . . . . . . . . . . . 1,390,523 1,001,766 870,761 872,288 904,795 

Passengers carried . . . . . . . . . . . . . . . 55,836,271 40,411,089 34,544,772 33,461,819 34,392,755 

Revenue passenger miles (000) ...... 29,109,039 20,227,220 17,448,958 17,101,910 17,892,282 

Available seat miles (000) ......... 36,698,859 25,503,845 22,142,650 22,020,250 22,968,768 

Revenue per available seat mile ..... 10.0¢ 10.8¢ 11.8¢ 15.9¢ 14.7¢ 

Cost per available seat mile ........ 10.1¢ 10.4¢ 11.2¢ 15.2¢ 13.7¢ 

Average passenger trip length ....... 521 501 505 511 520 

Number of operating aircraft at end of 

year ........................ 732 704 449 442 436 

The following terms used in this section and elsewhere in this Report have the meanings indicated 

below: 

"Revenue passenger miles" represents the number of miles flown by revenue passengers. 

"Available seat miles" represents the number of seats available for passengers multiplied by the 

number of miles those seats are flown. 

"Revenue per available seat mile" represents passenger revenue divided by available seat miles. 

"Cost per available seat mile" represents operating expenses plus interest divided by available seat 

miles. 

40 
the book value of our aircraft is impaired. Based on the results of the evaluations, our management 

concluded no impairment was necessary as of December 31, 1

2011. However, there is inherent risk in 

estimating the future cash flows used in the impairment test. If cash flows do not materialize as 

estimated, there is a risk the impairment charges recognized to date may be inaccurate, or further 

impairment charges may be necessary in the future. 

Stock-Based Compensation Expense 

We estimate the fair value of stock options as of the grant date using the Black-Scholes option 

pricing model. We use 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 our common stock and other factors. 

Fair value 

We hold certain assets that are required to be measured at fair value in accordance with United 

States GAAP. We determined fair value of these assets based on the following three levels of inputs: 

Levell-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. 

We have valued non-auction rate marketable securities using quoted prices in active markets for 

identical assets or liabilities. If a quoted price is not available, we utilize broker quotes in a non-active 

market for valuation of these securities. For auction-rate security instruments, quoted prices in active 

markets are no longer available. As a result, we have estimated the fair values of these securities 

utilizing a discounted cash flow model. 

Results of Operations 

Our Business Segments 

For the year ended December 31, 2011, we had two reportable segments which are the basis of our 

internal financial reporting: SkyWest Airlines and ExpressJet (which reflects the combined operations 

of Atlantic Southeast and ExpressJet Delaware). On December 31, 2011, we completed the ExpressJet 

Combination, which ended ExpressJet Delaware's existence as a separate entity. On November 12, 

2010, we completed the ExpressJet Merger. Our 2010 operating revenues, airline expenses and segment 

45 
profit contain 50 days of ExpressJet Delaware operating results. Therefore, the 2010 amounts represent 

Atlantic Southeast's results and 50 days of ExpressJet Delaware's operating results. 

2011 2010 $Change %Change 

Amount Amount Amount Percent 

Operating Revenues: 

SkyWest Airlines Operating Revenue ........... $2,002,830 $1,904,472 $ 98,358 5.2% 

ExpressJet Operating Revenues ............... 1,640,837 855,095 785,742 91.9% 

Other Operating Revenues .................. 11,256 5,578 5,678 101.8% 

Total Operating Revenues .................... $3,654,923 $2,765,145 $ 889,778 32.2% 

Airline Expenses: 

SkyWest Airlines Expense ................... $1,944,816 $1,813,406 $ 131,410 7.2% 

ExpressJet Expense ........................ 1,739,623 832,043 907,580 109.1% 

Other Airline Expense ..................... 9,762 4,387 5,375 122.5% 

Total Airline Expense(1) ...................... $3,694,201 $2,649,836 $1,044,365 39.4% 

Segment profit (loss): $ 58,014 $ 91,066 $ (33,052) (36.3)% SkyWest Airlines segment profit o o I I o I •• I • .... e 

ExpressJet segment profit (loss) ............... (98,786) 23,052 (121,838) (528.5)% 

Other profit ............................. 1,494 1,191 303 25.4% -- Total Segment profit ........................ $ (39,278) $ 115,309 $ (154,587) (134.1)% 

Interest Income ............................ 8,236 14,376 (6,140) (42.7)% 

Purchase accounting gain (adjustment) ........... (5,711) 15,586 (21,297) (136.6)% 

Other ................................... (13,417) 630 (14,047) (2229.7)% 

Consolidated Income (Loss) before taxes ......... $ (50,170) $ 145,901 $ (196,071) (134.4)% 

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

2011 Compared to 2010 

Operational Statistics. The following table sets forth our major operational statistics and the 

associated percentages-of-change for the periods identified below. 

Revenue passenger miles (000) ............ . 

Available seat miles ('~SMs") (000) ........ . 

Block hours .......................... . 

Departures .......................... . 

Passengers carried . . . . . . . . . . . . . . . . . . . . . . 

Passenger load factor . . . . . . . . . . . . . . . . . . . . 

Revenue per available seat mile ........... . 

Cost per available seat mile .............. . 

Fuel cost per available seat mile ........... . 

Average passenger trip length (miles) ....... . 

46 

Year Ended December 31, 

2011 2010 % Change 

29,109,039 20,227,220 

36,698,859 25,503,845 

2,250,280 1,547,562 

1,390,523 1,001,766 

55,836,271 40,411,089 

79.3% 79.3% 

10.0!t 10.8!t 

10.1¢ 10.4¢ 

1.6¢ 1.3¢ 

521 501 

43.9% 

43.9% 

45.4% 

38.8% 

38.2% 

0.0 pts 

(7.4)% 

(2.9)% 

23.1% 

4.0% 
SKYWEST, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS 

(In thousands, except per share amounts) 

Year Ended December 31, 

2011 2010 2009 

OPERATING REVENUES: 

Passenger ...................................... . 

Ground handling and other ......................... . 

$3,584,777 $2,724,276 $2,582,238 

70,146 40,869 31,376 

Total operating revenues ......................... . 3,654,923 2,765,145 2,613,614 

OPERATING EXPENSES: 

Salaries, wages and benefits ........................ . 

Aircraft maintenance, materials and repairs ............. . 

Aircraft fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Aircraft rentals .................................. . 

Depreciation and amortization ...................... . 

Station rentals and landing fees ...................... . 

Ground handling services . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Acquisition related costs ........................... . 

Other, net ..................................... . 

1,155,051 764,933 698,326 

712,926 487,466 436,039 

592,871 340,074 390,739 

346,526 311,909 300,773 

254,182 236,499 221,548 

174,838 129,537 116,312 

131,462 110,649 95,805 

5,770 8,815 

240,192 173,437 141,877 

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 3,613,818 2,563,319 2,401,419 

OPERATING INCOME ............................ . 41,105 201,826 212,195 

OTHER INCOME (EXPENSE): 

Interest income ................................. . 

Interest expense ................................. . 

Impairment on marketable securities .................. . 

Purchase accounting gain (adjustment) ................ . 

Other, net ..................................... . 

8,236 14,376 11,121 

(80,383) (86,517) (86,330) 

(7,115) 

(5,711) 15,586 

(13,417) 630 1,862 

Total other expense, net ......................... . 

INCOME (LOSS) BEFORE INCOME TAXES ........... . 

PROVISION (BENEFIT) FOR INCOME TAXES ......... . 

(91,275) (55,925) (80,462) 

(50,170) 145,901 131,733 

(22,835) 49,551 48,075 

NET INCOME (LOSS) ............................. . (27,335) $ 96,350 $ 83,658 

BASIC EARNINGS (LOSS) PER SHARE ............... . $ (0.52) $ 1.73 $ 1.50 

DILUTED EARNINGS (LOSS) PER SHARE ............ . $ (0.52) $ 1.70 $ 1.47 

Weighted average common shares: 

Basic ......................................... . 

Diluted ....................................... . 

52,201 55,610 55,854 

52,201 56,526 56,814 

See accompanying notes to consolidated financial statements. 

65 
CERTIFICATE OF SERVICE 

The undersigned hereby certifies that on this 23rd day of January, 2013, a 

true and correct copy of the foregoing: 

APPENDIX A to POST-TRIAL BRIEF 

was served as follows: 

The Honorable Richard C. Goodwin 

Office of Hearings, M-20 

1200 New Jersey Avenue, S.E. 

East Building Ground Floor, 

Room E12-320 

Washington, D.C. 20590 

{FED EX} 

Federal Aviation Administration 

800 Independence Avenue SW 

Washington, DC 20591 

Attn: Hearing Docket Clerk, AGC-430 

Wilbur Wright Building- Suite 2W1 000 

{FED EX} 

Jeffrey M. Harper, Esq. 

Robert Spitzer, Esq. 

Federal Aviation Administration 

Northwest Mountain Region, ANM-7 

1601 Lind Avenue S.W. 

Renton, Washington 98057 

Fax: (425) 227-1007 

{FED EX} 

CAITLIN M. MILLER 

Legal Assistant