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 242013 

# HEARING DOCKET (VIAFEDEX) 

### January 23, 2013

I , 

### FederalAviation Administration 800 Independence**Av~nue** 

### SW Washington, DC 20591 Attn: Hearing Docket Clerk, AGC-430 WilburWright Building- Suite 2W1000
RE: SkyWestAirlines, Inc. FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779



### Dear Hearing DocketClerk:
Enclosed herewith arethe following documents: 1. PostTrial Brief; and 2. AppendixAto PostTrial Brief, filed onbehalfofSkyWest Airlines, Inc. -n rn CG

I 

### ·-· ""('"

..J
U1 U) 

### cr

If

### you have anyquestions or concerns, please do nothesitate to contactme. Verytrulyyours,

Caitlin M. Miller

ccs: The Honorable Richard C. Goodwin, Administrative Law Judge Jeffrey M. Harper/RobertSpitzer, Esqs., FAA (ANM-7) SkyWestAirlines, Inc.Todd C. Emerson, #8175 SKYWEST AIRLINES, INC. 444 South River Road St. George, Utah, 84790 Telephone: (435) 634-3530 Facsimile: (435) 634-3505-and

# RECEIVED] JANt• 2m3 

# HEARING DOCKET

Michael 

### L. Dworkin#64047 MICHAEL 

### L. DWORKIN AND ASSOCIATES 465 California Street, Suite 210 SanFrancisco, 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 CaseNos.: 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, inwhichthe numbers ofbags offloaded from each ofthe respectiveflights did not conform to the numbers ofbag reflected on the flight crewcopies ofthe Cargo Load Report (CLR). Safety offlight was neither affected nor compromised, as any weight discrepancies were nominal and had no effect whatsoever onthe weight and balance, or performance and handling, ofthe aircraft. Specifically, the FAA has alleged: OnNovember 17, 2010, SkyWestoperated 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. 2011NM060010/DMS No. FAA-2011-0486); OnNovember 22,2010, SkyWest operated Flight4659 from Billings, Montana (BIL) to SaltLake City, Utah (SLC) andcarried 38 standard bags and2 heavy bags, but counted and/or recorded 40 standardbags in

### its CLR (FAA Case No. 2011NM060011/DMS No. FAA-2011- 0485); OnDecember 14,2010, SkyWest operatedFlight 6692 from Los Angeles, California (LAX) to San Diego, California (SAN) and carried, among otherthings, 19 standardbags and 1 heavy bag, butthe CLRlisted 20 standard bags and 

### 5 heavy bags (2011NM060011/DMS No. FAA-2011-0485); OnDecember 15,2010, SkyWest operated Flight4800 from LAX to SAN, loading 43 standard bags, 4 heavy bags and 12 planeside valetbags, butthe CLRlisted 59 standardbags (2011NM060011/DMS No. FAA-2011-0485); and OnFebruary 11, 2011, SkyWestoperated Flight4451 from SLCto Casper, Wyoming (CPR), and the CLRneglectedto list 1 heavy bag (2011NM060033/DMS No. FAA-2011- 0680/0779). Forthese alleged violations, the FAA contends that SkyWestviolated 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 

### inviolation of, an appropriate certificate and appropriate operations specifications. No person
FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POSTTRIAL BRIEF Page2manifests accurately reflecting the weights ofcargo and baggage, inviolation ofF AR 121.693(a); operated aircraft whenthetotal weights were notcomputed under approved procedures, in violation ofFAR 121.693(c) and operated aircraft whichhad notbeen loadedin 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 $33,000perflight). Sk:yWest contends thatthe alleged violationshave notbeenproven4 andthat even ifsuch is the case, the proposed sanction is excessive, unwarranted and unreasonable. To keep these allegations intheir proper perspective, during this very same period of time, Sk:yWest operated some 120,000 flights and carried some 5-6 million items ofbaggage, all without incident. As do many US-certificated air carriers, SkyWest utilizes an average weights program to governthe loading and computation ofweight and balance ofits aircraft.5 Sk:yWest's Weight
may operate as a direct air carrier or as a commercial operator in violation ofany deviation or exemption authority, ifissuedto thatperson or that person's representative. 2 119.5(1)- No person may operate 

### an aircraft under this part, part 121 ofthis chapter, orpart 135 ofthis chapter inviolation ofan air carrier operating certificate, operating certificate, or appropriate operations specifications issued under this part. 3 

### 121.693- The load manifestmust contain the following information concerning the loading of the airplane attakeofftime: 

### (a) The weight ofthe aircraft, fuel and oil, cargo and baggage, passengers and crewmembers; (c) The total weight computed under approvedprocedures; and 

### (d) Evidence thatthe aircraft is loaded according to an approved schedule thatinsures that the center ofgravity is within approved limits.
4 AnOrder Granting inPart Complainant's Motion for Decision was issued inFDMS No. FAA2011-0486, as to the issue ofliability in that matter involving Sky West FlightNo. 6573 on November 17,2010. Thatflight was allegedly operated with 3 heavy bags onboard, while only 2 had beenrecorded onthe CLR, the issue ofsanction has notbeenresolved. 5 Under Paragraph A098 ofits Operations Specifications ("OpSpecs") Sk:yWest is authorized to utilize average weights for passengers, carry-onpersonal items, planeside loaded items and checked baggage. Average weights for planeside-loaded items and standardbags are 30 pounds
FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMSNos. FAA-2011-0465; -0486; and 0680/0779 POST TRIAL BRIEF Page3and Balance (W&B) Manual instructs aircraft loading personnel to writethe total number of standard checkedbags, heavy bags andplaneside valetbags loaded onto aircraft onthe CLR. SkyWest's W&B Program, upon whichthe W&B Manual has been based, is incorporated into SkyWest'sFAA-issued Operations Specifications (OpSpecs). Complainanthas asserted that ifthe numbers ofbags listed inthe flight crews' CLR copies do notmatchthe number ofbags unloaded from the aircraft, there is a

### presumption that SkyWest loadedbaggage 

### into the aircraft inviolation ofits W&B Program and Manual. Complainant asserts thatthis presumptionextends to the preparation and accuracy ofthe load manifests. In other words, ifthe CLR's do not accurately reflectthe numbers ofbags loaded into the aircraft, the loadmanifests are inaccurate and inviolation ofthe OpSpecs and applicable FAR's. SkyWestdisagrees with this presumption, and denies that it violated its OpSpecs or the applicable FAR's. It is the load manifestitselfthat is controlling. SkyWest's OpsSpecs specifically pennit lastminute changes to cargo with the concurrence ofthe flight crew. 6 There is no specific requirementthatthe crew copy ofthe CLRbe amended. 

### Itis quite conceivable thatcrews could have permitted last minute changes and have incorporated those changes inthe preparation ofthe

per item and for heavy checked bags, 60pounds per item. Pursuantto said OpSpecs, Sky West has published its FAA-Approved Weight & Balance Operations Manual, SP4100 (hereinafter "W&B Manual'). Although assigned a 60-pound average weight, heavy checkedbags are defined as luggage heavier weighing over 50 pounds, butless than 100 pounds. 6 Pursuantto SkyWest's Operations Specifications, CLR's are created in duplicate, one copy goes to the flight crew and the originating stationretains one copy. Incaseswhere lastminute changes are necessary, the flight crewandloading agents verbally discuss any changes to weight and balance. The Pilot 

### in Command (PIC) will either authorize orrefuse the change andthen make the necessary change to the load manifest withoutneeding to changethe CLR. The CLR copy maintainedby the Station Operationwill be modified. Themodified copy isretaineduntil the endofthe day. Complainant's Exhibit C-103- Chapter 4, page 16, Standard Procedures 4100, Section 11, AircraftLoading, 

### (B) Last minute changes. See also, Hearing Transcript 147- 149:1-4.

FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 POST TRIAL BRIEF Page4load manifests withouthaving amended their copies ofthe CLR's. Absent some evidence that the flight crews used inaccurate information contained intheir copies ofthe 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 onNovember 22, 2010, from Billings, Montanato SaltLake City, Utah; Flight 6692 onDecember 14, 2010 from Los Angeles, Californiato SanDiego, California; and Flight 4800 onDecember 15, 2010 from Los Angeles, California to SanDiego, California. Flight 4659 contained a CLRthataccounted for two heavy bags as standard bags7
, which inthe worst instance would have created a 60-pound disparity in aircraft weight underthe W&B Program. 8 This wouldhave had no effect onthe weight andbalance orthe performance ofthe CRJ-200 aircraftutilized for that flight.9 During the course ofits investigation, the FAAdid not speak with the flight crew orthe agent(s) who loaded the aircraft nor did it obtainthe departing station's copy ofthe CLRor otherwise submit any evidence thatthe flight crewimproperly calculated the load manifest. 10 The load manifest was not evenintroduced into evidence.

7 Under SkyWest's W&B Program, standard bags and planeside valetbags are assigned a 30 pound weight and heavy bags (those weighing over 50 pounds and less than 100 pounds are assigned a 60poundweight. 8 This assumes that the weights reflected in the CLR's were incorporated into the Load Manifests for eachofthese flights. However, Complainant 

### has failed to introduce the Load Manifests and has failed to adduce any evidence that the Load Manifests incorporated the alleged CLRerrors 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 notproduce any witnesses so Sky West could not determine ifAgents asked the flight crewwhether there was a lastminute passenger change and ifthe PIC gave permissionto replace to replace two heavy bagswithtwo standardbags.

FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page 5Flight 6692 involved a CLRthat listed one standard bag and four heavy bags thatwere not onthe aircraft. In the worstinstance, the aircraft was 270 pounds lighter thanrepresented on the CLR, which iftrue, might have marginally improved aircraft performance. 11 The FAAdid not speak with 

### the flight crew or obtain 

### the departing station's copy ofthe CLRor 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 CLRlisting 

### 59 standard bags, when4 should have been listed as heavy bags and 12 shouldhave beenlisted as planeside/valet. Planeside valetbags are giventhe
same weight as standard bags, so there was no netchange in aircraft weight. Surprisingly, if these very same bags had been kept in the cabin, they would have been assigned an average weight ofonly 16 pounds. 13 reducing aircraft weight by 168 lbs., more than eliminating the 120- pound difference that the FAA alleges was notcounted. 14 Again, the FAA did not speak with the flight crew orthe personnel who loaded the aircraft, nor did it obtain the departing station's copy ofthe CLRor otherwise submit any evidence thatthe flight crew improperly calculatedthe load manifest. 15 The load manifest was notintroduced into evidence.
Case No. 2011NM060010, DMS No. FAA-2011-0486 This case involves Flight 6573 onNovember 17,2010 from Denver, Colorado to Yampa Valley, Hayden Colorado. A heavy bagthat was offloaded was not listed onthe CLR. The FAA didnot produce any evidence as to whetherthis was a recording error or the productofa 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 CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 {Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page6

### minute addition thatthe flight crewhad allowed. Had it been a last minute change, no change would have beenrequired to have been made onthe crew copy ofthe CLR. It is unknown whether the alleged heavy bag was counted as a standardbag. Hence the weightdiscrepancy couldhave been as low as 30 pounds butnotmore 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 Flight4451 on February 15,2011, from Salt Lake City, Utah to Casper, Wyoming. The FAA alleges thatthere was oneheavy bag onthe flightbutnone was listed onthe CLR. The FAAdid not speak with the flight crew orpersonnel who loadedthe aircraft nor did itobtainthe departing station's copy ofthe CLRor otherwise submit any evidence asto whether the flight crew allowed the heavy bag to be loaded at the last minute (which would notrequire a modification ofthe CLR). The load manifest was notintroduced into evidence. It is unknown whether the alleged heavy bag was counted as a standardbag. Hencethe 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 ofthese cases did Complainant offer any evidence thatthe flight crews improperly calculatedthe load manifests using incorrect CLR's or that the load manifests were otherthan 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 Page7Argument Preface Complainant seeks a total sanction of$165,000 inthe consolidated cases, or $33,000 per flight for something that Complainant concedes does not affect safety offlight and for which Complainant's allegations may be baseless. 17 During the three-month period which this consolidatedmatter covers, SkyWest operated
some 120,000 flights and carried some 5-6 million items ofbaggage, all without incident. As SkyWest'spilot and expert18 Carl Salamone testified, computationoftakeoffweight under an average weights program, may not exactly correspond to the actual weight ofthe aircraft; 19 aircraft weight and center ofgravity and aircraft performance for each ofthe five flights fell within manufacturer's recommendations andrequirements,20 and evenhad there been weight discrepancies betweenthe actual bags loaded versus whatwas listed inthe CLR's (and further assuming, solely for the sake ofargument, that the baggage weights accounted for inthe CLR's had been incorporated into the load manifests (for whichthe Complainant offered no proof), there would have beenno effect on aircraft performance or safety offlight and the aircraftwould have remained within its operating limitations21 Moreover, Under FAAAdvisory Circular 120-27E,Average Weight Programs, which acknowledges that using actual aircraft

17 FAAInspector McKennatestifiedthatthe load manifest could have been correct. (franscript 35:10-11 and 37:18-22). Also, see Complainant's Post-Trial Briefat p. 12: "Complainant concedes thatthere were no actual safety consequences to Respondent's operation
... Complainant does not allege that some actual harm occurred
... orthatthe operating limitations ofthe 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 CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF PageSweights are impractical, a 2% tolerance is deemed acceptable. Withthe exception ofFlight4800 (FDMS No. FAA-2011-0485) all flights were withinthe 2% tolerance. Evenwith any alleged CLRerrors, and assuming solely for the sake ofargumentthat any CLRerrors had been incorporated into the aircraftweight calculation inthe load manifest, the aircraft would have nonetheless metthe AC guidance or accepted industry standards?2 

### Inthe course ofits investigations ofthese matters, the FAA failed to:

- speak with the subject flight crews andthe personnel who loaded the aircraftto determine ifthere were any last minute changes where the flight crew had authorized addition(s)
orremoval(s) ofbaggage23 such that a modification ofthe flight crewcopies ofthe CLR'swere notnecessary 24 ; -inquire whether the originating station had onfile the only CLR's required to be amended. While Complainant argues in its Post-Trial Briefthatthe "recordis devoid ofany evidence that any ofthese [authorized last minute changes] tookplace onany ofthe flights at issue,"25 the originating stations discard amended CLR's atthe end ofthe day/6 which the FAA inspectors could have obtained; and most importantly, -demonstrate any correlationbetween the baggage countcontained inthe flight crew copies ofthe CLR's and the aircraft weights listed in each ofthe 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 didnot provide any evidence or testimony thatthe FAAinvestigated with the flight crews ofFlight 6573 whether there was a last moment baggage change. 24 Complainant'sExhibit C-103- Chapter 4, page 16, Standard Procedures 4100, Section 11, Aircraft Loading, 

### (B) Lastminute changes. 25 Complainant Post-Trial Brief, page 8, paragraph 1 26 Hearing Transcript 144:3-22;145:1-10

FAA CaseNos.: 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 ofDMSNos. 0680 

### and 0779: On October4, 2012, ChiefAdministrative LawJudge Ronnie Yoder, noting the double-docketing ofF AA Case No. 2011NM060033 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, itcanbepresumed 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 onpoint. As this is a procedural concern, not one ofsubstance, Respondent submits to the Court's discretion inresolving any outstanding concerns. 

### 2. ComplainantHas Failed to Meet its Burden ofProof: Complainant has alleged that SkyWest violated its Operations Specifications (in violation ofFAR's 119.5(g) and (1); operated flights withoutloadmanifests accurately reflecting the weights ofcargo and baggage (in violation ofFAR 121.693(a)); operated aircraftwhen the total weights were notcomputed under approved procedures (in violation ofFAR 121.693(c)); and operated aircraft whichhadnotbeen loaded 

### in accordance with an approved schedule (in violation ofF AR 121.693(di\ To prove SkyWestviolated the FAR's cited, Complainant must showthat Sky West loaded bags in a way not authorized by the W&B program incorporated into its OpsSpecs, resulting inthe 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 

### POSTTRIAL BRIEF Page 10flight with an incorrect loadmanifest. Tothis end, Complainanthas submitted several CLR's that do notreflect the number ofoffloadedbags. Complainant suggests that because the flight crew copies ofthe CLR's did notproperly reflectthe baggage inthe aircraft cargo area, then itmust bepresumedthatthe load manifests
were incorrect. This presumption is shaky, atbest. 

### Itis the load manifestthatis controlling as there is no specific requirement thatthe crew copy ofthe CLRbe amended to reflect lastminute changes. Absent some evidence thatthe flight crews used inaccurate information contained intheir copies ofthe CLR's to prepare the load manifests, Complainant's case mustfail. Complainant would have the Courtbelieve thatthe use ofCLR data is the sole means of generating a load manifest. However, Complainant's Exhibit C-102, SkyWest's 

### Customer Service Procedures, provides thatthe CLRis notthe only information usedto calculatethe load manifest. Complainant did not introduce a single load manifest, testimony onhow the flight crew calculatedweight and balance, or more importantly, the Station Operations copies ofthe CLR's. Ifthe flight crew allowed for a last minute change,the departing stations' copies ofthe CLR's wouldhavebeenthe only correct CLR's amended perExhibit C-102. 

### 3. ComplainantFailed toProve that SkyWest Operated Aircraft in Violation ofits Operations Specifications

SkyWest's W&B program is incorporated into its operations specifications. The W&B program requires that SkyWest personnel mark the number ofstandard, heavy andplaneside loadedbags inthe appropriate block ofthe CLRand thenprovide it to the flight crewwho, unless there are last minute changes, usethe CLRto calculate the aircraft's W&B andcreate the load manifest. The program allows for lastminute changes--i.e. loading andunloading ofcargo, after the CLRhas been completed, provided the PIC 

### has communicatedwiththe designated loading agent about the newly requested weight discrepancy and has given authorization for the change. Accordingly, there may be instances inwhichthe flight crew copies ofthe CLR'smay notreflectthe numbers ofbags, butthe originating stations' will.

FAA Case Nos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POSTTRIAL BRIEF Page 11Complainant's allegations that SkyWest operated inviolation ofits OpSpecs is based solely onthe flight crewcopies ofthe CLR's. However, this does notmeanthat the load manifests were incorrect orthatthe flights were inviolation ofthe OpSpecs. Again, the best evidence wouldhavebeenthe loadmanifests and some evidence as to howthe load manifests
were prepared and what information was utilized to compute aircraftweight and balance. Chapter4, page 16 ofSkyWest's Standard Procedures 4100, Section 11, Aircraft Loading, Subsection 

### (B), states that the designated aircraft loading agent may load orunload baggage after the CLRhas been completed and suppliedto the flight crewZ8 providedthe change inweight is communicatedto the PIC who inturn has givenhis orher approval for the change. This sectiondoes notrequire thatthe flight crew's copy ofthe CLRbe amended, so a lastminute change couldproduce some prima facie discrepancy betweenthe flight crew's copy ofthe CLR and the number ofbags offloaded from the aircraft?9 While the Ops Specs clearly provide for operating flights with a bag countthat is not represented onthe flight crew's CLR, none ofthe FAAinspectors spoke withthe SkyWest loading personnel, departing station personnel or the flight crews responsible for computing weight andbalance to prepare the load manifests, nor did they review the operation station's copy ofthe CLRcopy. The FAAdidnot ask flight crews howthey calculated weight andbalance, and specifically, whetherthey 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 FAAprovided 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 CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page 12suggestthe load manifests were incorrect.31 Infact, Complainanthas admitted 

### inits Post-Trial Briefthatthe load manifests could have been correct.32 There is no evidence to suggestthatthe flight crews on these five flights calculated the load manifests using incorrect weight and balance information, that the aircraft were loaded other than pursuantto authorized procedures set forth 

### in Sky West's OpsSpecs, that the flight crews did not correctly calculate weight and balance data, orthat Sky West operated aircraft 

### in any manner contrary to its OpsSpecs. Complainanthas failed to prove by a preponderance ofthe evidence thatthere were any violations ofSections 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 thatno violations occurred, the sanctions soughtby Complainant are unreasonable and should be reduced. Itis importantto note thatComplainant does not attempt tojustify its proposed penalties by applying evidence to the sanction guidelines. Each flight is simply assigned the samepenalty, with no consideration ofthe myriad differences betweenthose flights. Instead, Complainantruns through a rote recitation offamiliar cases and simply expects this courtto give itdeference inthe penalty ithas selected- without bothering to show themath onhow $33,000 per flight was calculated. Itdrops the thirteen factors set forth in 

### Warbelow in a footnote without explaining how any ofthese factors moved the proposed sanctionup, 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 countto 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 suggestingthatthe flight crews used incorrectbaggage counts when calculating weightfor flight planningpurposes. 32 Complainant Post-Trial Brief, page 7, statesthatcorrections to the load manifest might have been made to correctly reflect each aircrafts' loading.

FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page 13Although Complainantis quickto argue that SkyWest has the meansto 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 momentto consider thatin 2011, SkyWestInc. (Express Jetand SkyWest Airlines) reported a net 

### loss of$27.8 million 33• By itself, SkyWest Airlines operated 602,000 flights with a profitof$58 million- or$96 per flight. Thus, in orderto pay the $165,000 

### intotal penalties for alleged miscounted bags, 

### SkyWestwouldhave to operate 1, 719 flights. Thispenalty, which the FAA readily admits is based onnon-safety andtechnical violations, is draconian and needs morejustificationthan "we get deference." No, theFAA has the burden ofshowing that its penalty is fair, reasonably calculated and specifically tiedto the underlying facts. Ithas not done that here. Instead ithas ignored SkyWest'sefforts to mitigate and blown pastthe maximum allowable penalty by alleging multipleviolations, based onthe
same set ofunderlying facts.
a. Nature, Circumstance, Gravity and Extent ofthe Alleged Violation SkyWest 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-itis busy, noisy, exposed to the elements and there
are other factors thatcome into play that can alter and limit human performance.34 Human limitations onthe process ofloading and counting baggage onaircraft canmake itimpossible 

### to ensure 100% accuracy. 35

33 SkyWest respectfully requests thatthe Administrative Law Judge takejudicial notice of SkyWest's Form 10-K, for the year ended December 31, 2011, onfile 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 

### FederalRules of Evidence ("FRE") 201, Courts may takejudicialnotice ofcontents ofdocuments 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 CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page 14True, improper aircraft loading can cause a hazard. Butthat is simply notthe case here. The aircraft weight andbalance and performance calculations remained well within FAAapproved manufacturer limits as ithadbeen calculated for each flight.36 Safety offlight was never atrisk. Moreover, computation oftakeoffweight under an average weights program does not exactly correspond to the actual weight ofthe aircraft. 37 Complainant has longrecognized this andhas fully acknowledged that the use ofactual baggage and passenger weights is impractical, whichis why the FAA allows for an average weightprograms contemplated in AC120-27E. Underthe AC, the FAA has recognizedthatthere is no implicit or automatic danger caused by small discrepancies between the aircraft weight specified 

### inthe loadmanifest and the actual weight ofthe 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 Ofthe five flights at issue inthis case, only one was outside ofthe permitted 2%, althoughnot by much.39 b. Degree ofCulpability SkyWest handles anestimated 23 million bagsperyear;40 the sheer volume ofmanually handled items makes itimpossible to assure absolute accuracy.

SEALED

- Which is presumably why the FAAhas agreedto allow other airlines, DELTA specifically, to have bag counts offby 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 15Under its 

### Human Factors Policy41 

### Complainant has acknowledged thatit should consider
error tolerance systems thattake into considerationhuman limitations, and

### has done so for other airlines.42 Unfortunately, theFAAhas refusedefforts 

### by SkyWest to amend its approved W&B Program to provide for tolerance orvariance for small miscounts innature thatresult in slight differences between the actual baggage counts, the numbers ofbagsreported onthe CLRor the weights reported onthe aircraft load manifest.43 Sky Westhadpreviously requested thatthe FAA allow itto amend its W&B Program 44 to provide for this. Although the FAA has granted suchreliefto at least one other air carrier operating aircraft ofsimilar size to SkyWest's CRJ"900's, the FAA, for no specifiedreason, declined to do so, evidently preferring to impose civilpenalties 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 Briefatpp. 12"13), SkyWesthas always been an industry leader 

### in compliance

41 FAA Order 9550.8, publically available athttp://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 AmendmentProposal, dated March2, 2011; in person meeting on March 3, 2011; ExhibitR-5, Follow"up letterdated March 5, 2011. Hearing Transcript 123:3"13. SkyWest sent multiple letters, met withthe FAAin-person andprovided excerpts ofOperations Manuals from other airlines thatFAAhad already approved forjust such an amendment. SkyWest'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 requestwas within the 2% margin specified inthe advisory circular for the CRJ-200 and very close for the CRJ-700/900. The reason itmade sense for the 700/900 is because ofthe approved program already inplace for three bags. Hearing Transcript 118:10"20. 45 SEALED- TheFAA granted DeltaAirlines a 20"bag tolerance, yetdenied SkyWest a 2-bag tolerance. Sealed Transcript 7"8. " UNSEALED

FAACase Nos.: 2011NM060010, 2011NM060011, 201-INM060033 (Consolidated) DMS Nos. FAA"2011"0465; -0486; and 0680/0779 

### POST TRIAL BRIEF Page 16and training. Where SkyWest sees bestpractices used by other airlines, itincorporates those practices where applicable46 (and when allowed bythe FAA). Atthe hearing Sky West presented extensive evidence ofcorrective actions takento prevent and/or minimize human error incounting baggage, including, among other things, four years ofweight and balance workshops and conferences, self-audits to ensure compliance, the addition ofimproved online CLR training courses; the introduction offocus groups with frontline agents to betterunderstand where the potential for discrepancy and error exists; enhancing basic employee training; follow-up conference calls withcontract stations to ensure compliance with newprocedures; and issuance and dissemination oftraining bulletins and ground operationsbulletins.47 FAA's SaltLake City, Utah, Certificate Management Office attended and participated in SkyWest's 2009,2010 and 2011 Customer Service Training conferences focusing onweight and balance issues. There was never any indication from them that SkyWest's training orprocedures 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 FAAnever offered even a hint that SkyWest's actions were in anyway inadequate.49 Onpage 13 ofits Post-Trial Brief, Complainant cited 21 different measures taken by SkyWest, claiming 14 did not work and 7 arejust a "rehash [of] previous efforts known to be ineffectual".5° This statement calls into question the nature ofthe FAA's enforcementpolicy as

46 Hearing Transcript 172:15-22;173:1-15 47 SEALED HearingTranscript 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 CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 POST TRIAL BRIEF Page 17SkyWesttook extensive efforts to collaborate withthe FAAto ensure thatitsW&B Program and baggage loading and accounting procedures were adequate, since the FAA is now suggesting that itwas notenough.5 1Complainant's churlishcomments about SkyWest's "ineffectual" attempts atcompliance showthe FAA'sunrealistic expectations. Onmultiple occasions SkyWest met and worked with the FAA informulating many ofthese corrective actions. d. Compounding ofMultiple Violations Simply adding up individual penalties for eachviolation canresult 

### incompounding a sanction in a disproportionately harsh manner for the conduct involved.52 When a single instance ofnoncompliance resulting in multiple violations ofgeneral and specific regulations involving the same or similar conduct, the FAA should not compound the sanctionto reflect the amount of sanctionrecommended inthe table for eachregulatory violation.53 Complainant alleges that Sections 119.5(g) and 119.5(1) are separate violations 

### as each requires proofofa fact the other does not; the critical distinctionbeing that (g) regulators operations as an air carrier and (1) regulates the operation ofan aircraft. Complainant's argument is vacuous. No effort has been made to setforth the different elements of 119.5(g) versus 119.5(1) ormake any meaningful distinctionbetweenthe violations. Complainanthas alleged that Sky Westviolated 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. Complainanthas doubled its penalty on a truism: SkyWest 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 EnforcementProgram. 2150.3B(6)(c). Single Act ofNoncompliance Resulting inMultiple Violations

FAA CaseNos.: 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 imposedto date have not had a deterrent effect. This argument is without merit. As elicited above and as set forth inthe FAA 

### Human Factors Policy, transporting millions ofbags every year will inevitably andunescapably result in a miss-counted bag (and unfortunately a lostbagjustwhenyou need it). The FAA has attended and participated in SkyWest's annual Customer Service Training conferences and 

### has had monthly teleconferences with SkyWest in effort to minimize any suchoccurrences. It is patently unfair for the FAAto tell SkyWest that its training is adequate when conducted, and inadequate when the trained employees make a simple mistake. While the degree ofhazard is 

### de minimis, and the act ofmiscounting cannotbe avoided, SkyWest continues to showits attitude ofcompliance by taking steps to control an uncontrollable risk. Ironically, the violationhistory shows, inthe past, Complainanttook a reasonable approach to a miscountedbag, settling for penalties that were 67% less than those proposed here. Now Complainant comes withtreble penalties and no otherjustificationthan "this 

### has happened before." But Complainant 

### has shown no commonality in the alleged violations. SkyWesthas more than 10,000 employees and is regularly handled by DeltaAirlines and United Airlines. Complainanthas not allegedthat a single employee involved here was also involved in any prior violation. Itpointsto no commonmember ofmanagement. It gives no credit in its penalty calculation for the massive amounts ofenergy and resources that SkyWesthas dedicated to achieving a perfectbag count. No matter what measures SkyWesttakes, human error will always exist. Butin order to drastically elevate a penalty onviolation history alone, Complainant should at least show the samehumans 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 Complainantrequests substantial deference in the civilpenalty it seeks, however, such deference should no longer be assumed as automatically owed. When Congress passed andthe President signedinto lawthe Pilot's Bill ofRights (PBR), Public Law 112-153, removed was special statutory deference to theFAA. While specifically, PBRrelates to National Transportation Safety Board reviews ofFAA actions and the instant case is before the Department ofTransportation, generally, the legislative and executive branches have made it clearthatthere are some limitations to due deference. With the disproportionate and draconian penalties demandedhere, SkyWest's only recourse is to petition this court for relief-- and as such, this court should decline Complainant's invitation to cede its powerto determine a reasonable penalty.


### Conclusion In each ofthese cases, there is no evidence oflack oftraining orproficiency onthe part ofSkyWestor its employees. SkyWest has promulgated extensive procedures for the loading and accounting ofbaggage 

### inits aircraft. SkyWest has been an industry leader intraining its employees-trainingofwhich SkyWest is very proud and which the FAA attended and participated in. There is also no doubt thatthe flights were conductedwith the utmost levels ofsafety and thatthere was no compromise in same. Assuming that the baggage counts containedin the crew copies ofthe CLR's were used to compute load and balance and the load manifest (for which the FAA has produced not one iota ofevidence In all the subject flights there are two possible explanations, either: I. A violation ofthe FAR's occurred when SkyWest loading agents miscounted bags while loading a SkyWest flight and incorrectly filled outthe CLRwhich the flight crew usedto 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 TRIALBRIEF Page 20

### 2. There was no violation ofFARs because the SkyWest Pilot in Command (PIC) simply authorized a last minute change ofthe cargo loadedonthe aircraft afterthe CLRhad already beenprovided to the flight crew. The later situation is not a violation ofthe FAR's as SkyWest's OpsSpecs clearly provide that a modification ofthe flight crew's CLRis not necessary ifthe PIC gives authorization to load orunload bags after verbally communicating any weight and balance changes with designated loading agent.54 

### Ifnotthe latter situation and the CLR's in fact contained errors, these cases all involve the simple inescapable and undeniable5 5 

### factor ofhuman error. In conclusion, Complainanthas failed to meet its burden ofproofto showthat SkyWest operated inviolation ofits OpsSpecs. SkyWest did not violate the cited FAR's and the complaint should be dismissed with prejudice. Inthe alternative, ifthe Court detennines that the presence ofan incorrect CLRin the flight crew's possession creates a

### presumption ofincorrect load manifests in violation of OpsSpecs, SkyWest submits thatthe $33,000 per violation civil penalty is unreasonable and excessive. To the extentthatthese incidents were the product ofsimple human error, no civil penalty, small orlarge, is going to preventrecurrence. Should the Court detennine that a sanction is required, Respondentrequest that itbe reduced for those reasons set forth above.

54 

### Complainant's Exhibit C-103- Chapter4, page 16, Standard Procedures 4100, Section 11, Aircraft Loading, (B) Last minute changes. (Engine one cannotbe operating). 55 

### FAA Order 9550.8, HumanFactors Policy ·

FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779 POST TRIAL BRIEF 

### Page21DATED this 22nd day ofJanuary, 2013.

Michael 

### L. Dworkin 

### Co-Counsel for SkyWestAirlines

FAA CaseNos.: 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 onthis 23rd day ofJanuary, 2013, a true and
correct copy ofthe foregoing: 

### POST-TRIAL BRIEF

was served as follows: The Honorable Richard C. Goodwin Office ofHearings, M-20 1200NewJersey Avenue, S.E. EastBuilding GroundFloor, Room E12-320 Washington, D.C. 20590 {FEDEX} Federal Aviation Administration 800 Independence Avenue SW Washington, DC 20591 Attn: Hearing Docket Clerk, AGC-430 Wilbur Wright Building- Suite 2Wl000 {FEDEX} Jeffrey M. Harper, Esq. Robert Spitzer, Esq. Federal Aviation Administration Northwest Mountain Region, ANM-7 1601 LindAvenue S.W. Renton, Washington 98057 Fax: (425) 227-1007 {FEDEX}

CAITLIN M. MILLER Legal Assistant

FAA CaseNos.: 2011NM060010, 2011NM060011, 2011NM060033 (Consolidated) DMS Nos. FAA-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, 84790 Telephone: (435) 634-3530 Facsimile: (435) 634-3505

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 

# RECEIVED JAN 242013 

# HEARING DOCKET

UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OFHEARINGS

WASIDNGTON, D.C.
Inthe Matter of:



### SKYWEST AIRLINES, INC. FAA CaseNos.: 2011NM060010,**2011NM060011,2011~060033** 

### (Consolidated) DMS Nos. FAA-2011-0465; -0486; and 0680/0779



### APPENDIX A to 

### POSTTRIAL BRIEF
Judge: Richard C. Goodwin
SkyWest respectfully requests that the Administrative LawJudge takejudicial notice ofSkyWest'sForm 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. UnderFederalRules of Evidence ("FRE") 

### 201, Courts may takejudicialnotice ofcontents ofdocuments 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

2PART I Unless otherwise indicated in this Report, "SkyWest," "we," "us," "our" and similar terms refer to SkyWest, Inc. and "SkyWestAirlines" refers to our wholly-owned subsidiary,**Sky~st**Airlines, Inc. Effective December 31, 2011, our subsidiary, ExpressJetAirlines, Inc. was merged into our subsidiary, Atlantic SoutheastAirlines, Inc., with the surviving corporation named ExpressletAirlines, Inc. (the "Expresslet Combination"). In this Report, "Atlantic Southeast" refers to Atlantic SoutheastAirlines, Inc. forperiodsprior to the Expresslet Combination, "Expresslet Delllware" refers to ExpressJetAirlines, Inc., a Delaware corporation, forperiodsprior to the Expresslet Combination, and "Expresslet" refers to Expresslet Airlines, Inc., the Utah corporation resultingfrom the combination of Atlantic Southeast and Expresslet Delaware, forperiods subsequent to the consummation ofthe 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 ofExpressJet 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. Ifone 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, ofwhich 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 ofregional 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,

4are 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 ofwhich were flown for Delta; 96 CRJ700s, ofwhich 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, ofwhich 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 regionaljet 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 ofAtlantic Southeast and ExpressJet Delaware offered more than 2,100 daily scheduled departures as of December 31, 2011, ofwhich 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 ofwhich were flown for Delta), 113 CRJ200s (99 of which were flown for Delta and 14 ofwhich 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



### 5Agreements"), 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 ofboth 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.

6Stock Perfonnance Graph Thefollowing 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 anyfuturefiling under the SecuritiesAct of1933 or Securities ExchangeAct of1934, each as amended, except to the extent we specifically incorporate it by reference into suchfiling. 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 ofwhich 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 -+-PeerGroup**~ ~--------~----------,-----------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.
39Selected 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.
40the 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, 12011. However, there is inherent risk in estimating the future cash flows used in the impairment test. Ifcash 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



### 45profit 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 thatonthis 23rd day ofJanuary, 2013, a true and correctcopy ofthe foregoing: 

### APPENDIX Ato 

### POST-TRIAL BRIEF

was served as follows: The Honorable Richard C. Goodwin Office ofHearings, M-20 1200NewJersey Avenue, S.E. East Building Ground Floor, Room E12-320 Washington, D.C. 20590 {FEDEX} Federal Aviation Administration 800 Independence Avenue SW Washington, DC 20591 Attn: Hearing DocketClerk, AGC-430 Wilbur Wright Building- Suite 2W1000 {FEDEX} Jeffrey 

### M. Harper, Esq. Robert Spitzer, Esq. Federal Aviation Administration NorthwestMountain Region, ANM-7 1601 Lind Avenue S.W. Renton, Washington 98057 Fax: (425) 227-1007 {FEDEX}

CAITLIN M. MILLER Legal Assistant