The following discussion and analysis presents factors that had a material
effect on the results of operations of SkyWest, Inc. ("SkyWest" "we" or "us")
during the three- and six-month periods ended June 30, 2021 and 2020. Also
discussed is our financial condition as of June 30, 2021 and December 31, 2020.
You should read this discussion in conjunction with our condensed consolidated
financial statements for the three and six months ended June 30, 2021, including
the notes thereto, appearing elsewhere in this Report. This discussion and
analysis contains forward-looking statements. Please refer to the section of
this Report entitled "Cautionary Statement Concerning Forward-Looking
Statements" for discussion of uncertainties, risks and assumptions associated
with these statements.

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 forward-looking 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, anticipated operations, the revenue environment, our contractual
relationships, and our anticipated financial performance. These statements
include, but are not limited to, statements regarding the impact of the COVID-19
pandemic on our business, results of operations and financial condition and the
impact of any measures, including travel restrictions, taken to mitigate the
effect of the pandemic, our future growth and development plans, including our
future financial and operating results, our plans, 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 for a number of reasons, including but not
limited to: the uncertainty of the duration, scope and impact of COVID-19; a
further spread or worsening of COVID-19; the consequences of the COVID-19
pandemic to global economic conditions, the travel industry and our major
airline partners in general and our financial condition and results of
operations in particular; the challenges of competing successfully in a highly
competitive and rapidly changing industry; developments associated with
fluctuations in the economy and the demand for air travel, including as a result
of the COVID-19 pandemic; the financial stability of United Airlines, Inc.
("United"), Delta Air Lines, Inc. ("Delta"), American Airlines, Inc.
("American") and Alaska Airlines, Inc. ("Alaska") (each, a "major airline
partner") and any potential impact of their financial condition on our
operations; fluctuations in flight schedules, which are determined by the major
airline partners for whom SkyWest conducts flight operations; variations in
market and economic conditions; significant aircraft lease and debt commitments;
realization of manufacturer residual value guarantees on applicable SkyWest
aircraft; residual aircraft values and related impairment charges; the impact of
global instability; labor relations and costs; potential fluctuations in fuel
costs, and potential fuel shortages; the impact of weather-related or other
natural disasters on air travel and airline costs; new aircraft deliveries; and
the ability to attract and retain qualified pilots, as well as other factors
identified under the heading "Risk Factors" in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2020, under the heading
"Risk Factors" in Part II, Item 1A of this Report, elsewhere in this Report, in
our other filings with the Securities and Exchange Commission (the "SEC") and
other unanticipated factors.

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. Additionally, the risks,
uncertainties and other factors set forth above or otherwise referred to in the
reports that we have filed with the SEC may be further amplified by the global
impact of the COVID-19 pandemic. 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.

Impact of the COVID-19 Pandemic



COVID-19, which was declared a global health pandemic by the World Health
Organization in March 2020, has had a significant, negative impact on our
business and financial results beginning in March 2020 and has materially and
adversely affected our revenues, particularly under our prorate agreements. We
operated 80,755 flights during the

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second quarter of 2020, which increased to 185,498 flights, or 129.7%, during
second quarter of 2021. However, we operated 215,052 flights during the second
quarter of 2019 and we have not returned to pre-COVID flight levels as of June
30, 2021. The rate of recovery from the impact of COVID-19 and whether such
recovery will be sustained are uncertain as factors outside of our control,
including the distribution and efficacy of vaccines, new variants of the virus,
and continued or new government travel restrictions, cannot be estimated.

Liquidity. At June 30, 2021, we had $996.7 million in total available liquidity,
consisting of $955.7 million in cash and marketable securities and $41.0 million
available under SkyWest Airlines' line of credit.

Overview


We have the largest regional airline operation in the United States through our
operating subsidiary SkyWest Airlines, Inc. ("SkyWest Airlines"). As of June 30,
2021, we offered scheduled passenger service with approximately 2,260 total
daily departures to destinations in the United States, Canada, Mexico and the
Caribbean. Our fleet of Embraer E175 regional jet aircraft ("E175"), Canadair
CRJ900 regional jet aircraft ("CRJ900") and Canadair CRJ700 regional jet
aircraft ("CRJ700") have a multiple-class seat configuration, whereas our CRJ200
aircraft have a single-class seat configuration. As of June 30, 2021, we had 608
total aircraft in our fleet, including 478 aircraft in scheduled service under
our code-share agreements, summarized as follows:


                                 E175    CRJ900    CRJ700    CRJ200    Total
United                             90         -        19       112      221
Delta                              71        40         5        29      145
American                            -         -        80         -       80
Alaska                             32         -         -         -       32
Aircraft in scheduled service     193        40       104       141      478
Leased to third parties             -         5        34         -       39
Other*                              -         4        23        64       91
Total Fleet                       193        49       161       205      608


*As of June 30, 2021, other aircraft include: supplemental spare aircraft
supporting our code-share agreements and may be used in future code-share or
leasing arrangements, aircraft transitioning between code-share agreements with
our major airline partners, or aircraft that are in the process of being parted
out.

Our business model is based on providing scheduled regional airline service
under code-share agreements (commercial agreements, typically in the form of
capacity purchase agreements or prorate agreements, between airlines that, among
other things, allow one airline to use another airline's flight designator codes
on its flights) with our major airline partners. Our success is principally
dependent on our ability to meet the needs of our major airline partners through
providing a reliable and safe operation at attractive economics. From June 30,
2020 to June 30, 2021, we made several changes to our fleet count under our
flying agreements, including the addition of four new E175 aircraft, 18 used
CRJ700 aircraft, one new CRJ900 aircraft, and the removal of four CRJ900
aircraft and twelve CRJ200 aircraft. Additionally, from June 30, 2020 to June
30, 2021, we increased the number of CRJ700 aircraft we leased to third parties
from 13 aircraft to 34 aircraft and leases on four CRJ200 aircraft with third
parties terminated.

We anticipate our fleet will continue to evolve, as we are scheduled to add 20
new E175 aircraft with American by the end of 2022, nine new E175 aircraft with
Alaska by the first half of 2023, and 21 used CRJ700 aircraft with American by
2023. Timing of these anticipated deliveries may be subject to change as we are
coordinating with our major airline partners in response to the COVID-19 demand
recovery. Our primary objective in the fleet changes is to improve our
profitability by adding new E175 aircraft and used CRJ aircraft to capacity
purchase agreements, and potentially removing older aircraft from service that
typically require higher maintenance costs.

As of June 30, 2021, approximately 46.2% of our aircraft in scheduled service were operated for United, approximately 30.3% were operated for Delta, approximately 16.8% were operated for American and approximately 6.7% were operated for Alaska.



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Historically, multiple contractual relationships with major airlines have
enabled us to reduce our reliance on any single major airline code and to
enhance and stabilize operating results through a mix of fixed-fee arrangements
(referred to as "capacity purchase agreements") and revenue-sharing arrangements
(referred to as "prorate" agreements). For the six months ended June 30, 2021,
capacity purchase revenue and prorate revenue represented approximately 85.0%
and 15.0%, respectively, of our total flying agreements revenue. On contract
routes, the major airline partner controls scheduling, ticketing, pricing and
seat inventories and we are compensated by the major airline partner at
contracted rates based on completed block hours (measured from takeoff to
landing, including taxi time), flight departures, the number of aircraft under
contract and other operating measures. On prorate routes, we have more control
over scheduling, pricing and seat inventories, and we share passenger fares with
our major airline partners according to prorate formulas. Our prorate revenue
and profitability may fluctuate based on ticket prices and passenger loads, and
we are responsible for the operating costs of the prorate flights, including
fuel and airport costs.

Second Quarter Summary

We had total operating revenues of $657.0 million for the three months ended
June 30, 2021, an 87.7% increase compared to total operating revenues of
$350.0 million for the three months ended June 30, 2020. We had net income of
$62.0 million, or $1.22 per diluted share, for the three months ended June 30,
2021, compared to net loss of $25.7 million, or $0.51 per diluted share, for the
three months ended June 30, 2020. The significant items affecting our revenue
and operating expenses during the three months ended June 30, 2021 are outlined
below:

Revenue

The number of aircraft we have in scheduled service and the number of block
hours we incur on our flights are primary drivers to our flying agreements
revenue under our capacity purchase agreements. The number of flights we operate
and the corresponding number of passengers we carry are the primary drivers to
our revenue under our prorate flying agreements. As a result of higher passenger
demand compared to the onset of the COVID-19 pandemic, the number of aircraft we
operated increased from 471 as of June 30, 2020 to 478 as of June 30, 2021; the
number of block hours increased from 126,026 for the three months ended June 30,
2020 to 324,045 for the three months ended June 30, 2021 or by 157.1%; and the
number of passengers we carried increased from 1.8 million for the three months
ended June 30, 2020 to 9.3 million or by 416.1%.

As a result of increased flight schedules and additional aircraft operating
under our capacity purchase agreements for the three months ended June 30, 2021,
as compared to three months ended June 30, 2020, our capacity purchase revenue
increased $229.6 million, or 76.5%. Additionally, we deferred recognizing
revenue of $5.6 million of fixed monthly payments received under our capacity
purchase agreements for the three months ended June 30, 2021, compared to $69.1
million for the three months ended June 30, 2020, based on completing fewer
flights and incurring lower block hours during such periods relative to
historical levels and anticipated future levels as further described in the
section of this report entitled "Results of Operations". As a result of
increased flight schedules and passengers carried on our prorate routes, our
prorate revenue increased $67.0 million, or 185.1% for the three months ended
June 30, 2021 as compared to the three months ended June 30, 2020.

Operating Expenses



Our total operating expenses increased $187.5 million, or 52.9% for the three
months ended June 30, 2021, compared to the three months ended June 30, 2020.
This increase was primarily due to an increase in the number of flights we
operated. Departures increased from 80,755 for the three months ended June 30,
2020 to 185,498 for the three months ended June 30, 2021, or by 129.7%.
Additionally, during the three months ended June 30, 2021 we recorded $114.1
million in payroll support grants received from the U.S. Department of the
Treasury ("U.S. Treasury") under the 2021 Appropriations Act and American Rescue
Plan Act as an offset to our operating expenses. During the three months ended
June 30, 2020, we recorded $151.9 million in payroll support grants received
from U.S. Treasury as an offset to our operating expenses. Additional details
regarding the decrease in our operating expenses are described in the section of
this Report entitled "Results of Operations."

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Fleet Activity

The following table summarizes our fleet scheduled for service as of:




Aircraft in Service    June 30, 2021    December 31, 2020    June 30, 2020
E175s                            193                  193              189
CRJ900s                           40                   39               43
CRJ700s                          104                   90               86
CRJ200s                          141                  130              153
Total                            478                  452              471


Critical Accounting Policies

Our significant accounting policies are summarized in Note 1 to our consolidated
financial statements for the year ended December 31, 2020, which are presented
in our Annual Report on Form 10-K for the year ended December 31, 2020. Critical
accounting policies are those policies that are most important to the
preparation of our consolidated financial statements and require management's
subjective and complex judgments due to the need to make estimates about the
effect of matters that are inherently uncertain. Our critical accounting
policies relate to revenue recognition, aircraft leases, long-lived assets,
self-insurance and income tax. The application of these accounting policies
involves the exercise of judgment and the use of assumptions as to future
uncertainties and, as a result, actual results will likely differ, and may
differ materially, from such estimates.

Results of Operations

Three Months Ended June 30, 2021 and 2020

Operational Statistics



The following table sets forth our major operational statistics and the
associated percentage changes for the periods identified below. The increase in
block hours, departures and passengers carried during the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, was due to the
increase in demand related to the ongoing recovery from the COVID-19 pandemic.
However, we completed 215,052 flights and incurred 370,782 block hours during
the three months ended June 30, 2019, indicating our flight schedules have not
returned to pre-COVID-19 levels.


                                           For the three months ended June 

30,


Block hours by aircraft type:               2021            2020        % Change
E175s                                        149,226          61,455    142.8 %
CRJ900s                                       29,713           3,433    765.5 %
CRJ700s                                       73,380          30,666    139.3 %
CRJ200s                                       71,726          30,472    135.4 %
Total block hours                            324,045         126,026    157.1 %


Departures                                   185,498          80,755    129.7 %
Passengers carried                         9,301,873       1,802,327    416.1 %
Passenger load factor                           76.4 %          34.4 %   42.0 pts
Average passenger trip length (miles)            533             487      9.4 %


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Operating Revenues

The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):




                                           For the three months ended June 30,
                                       2021         2020       $ Change     % Change
Flying agreements                    $ 632,967    $ 336,370    $ 296,597       88.2 %

Lease, airport services and other       24,023       13,669       10,354   

   75.7 %
Total operating revenues             $ 656,990    $ 350,039    $ 306,951       87.7 %


Flying agreements revenue primarily consists of revenue earned on flights we
operate under our capacity purchase agreements and prorate agreements with our
major airline partners. Lease, airport services and other revenues consist of
revenue earned from leasing aircraft and spare engines to third parties separate
from our capacity purchase agreements and providing airport counter, gate and
ramp services.

We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands):




                                                        For the three months ended June 30,
                                                    2021         2020       $ Change     % Change
Capacity purchase agreements revenue: flight
operations                                        $ 273,176    $ 132,061    $ 141,115      106.9 %
Capacity purchase agreements revenue: aircraft
lease and fixed revenue                             256,559      168,103       88,456       52.6 %
Prorate agreements revenue                          103,232       36,206       67,026      185.1 %
Flying agreements revenue                         $ 632,967    $ 336,370    $ 296,597       88.2 %


The increase in "Capacity purchase agreements revenue: flight operations" of
$141.1 million was primarily due to an increase in scheduled flights we operated
under our contracts with our major airline partners as a result of the ongoing
COVID-19 demand recovery. Our completed departures increased 129.7% and
completed block hours increased 157.1% during the three months ended June 30,
2021 compared to the three months ended June 30, 2020. The increase was
partially offset by an increase in temporary rate reductions we provided to our
major airline partners under our capacity purchase agreements during the three
months ended June 30, 2021 in response to the COVID-19 demand disruption impact
to our partners.

The increase in "Capacity purchase agreements revenue: aircraft lease and fixed
revenue" of $88.5 million was primarily due to deferring less revenue for the
three months ended June 30, 2021 attributed to the fixed cash payments per
aircraft we received under our capacity purchase agreements compared to the
three months ended June 30, 2020, combined with aircraft lease and fixed rate
revenue generated from four E175 aircraft added to our fleet since June 30,
2020. Under our capacity purchase agreements, we are paid a fixed amount per
month per aircraft over the contract term. We recognize the fixed amount per
aircraft as revenue proportionately to the number of flights we complete, our
performance obligation, for each reporting period. We operated a lower number of
flights during the three months ended June 30, 2021 and 2020 compared to
historical levels due to a reduction in flight schedules resulting from the
COVID-19 pandemic. We anticipate the future number of flights we will complete
over the remaining capacity purchase agreements will significantly increase from
the three months ended June 30, 2021 and 2020 levels. Due to the materially
reduced flight activity during the three months ended June 30, 2021 and 2020,
and based on an anticipated increase in future monthly flight volumes over the
remaining contract terms, we determined the fixed amount per month per aircraft
received during the three months ended June 30, 2021 and 2020 was
disproportionately high relative to the volume of flights operated during the
three months ended June 30, 2021 and 2020. Accordingly, we deferred recognizing
revenue of $5.6 million and $69.1 million of fixed monthly cash payments we
received under our capacity purchase agreements for the three months ended June
30, 2021 and June 30, 2020, respectively. Our deferred revenue related to the
fixed payments will adjust over the remaining contract term for each capacity
purchase agreement based on the number of flights we complete each reporting
period relative to the number of flights we anticipate completing over the
remaining contract term of each capacity purchase agreement. The deferred
revenue balance applicable to each contract will be recorded as revenue by the
end of each respective contract term. Our total deferred revenue balance was
$137.5 million as of June 30, 2021.

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The increase in prorate agreements revenue of $67.0 million was primarily due to
the increase in prorate passengers and passenger revenue we received on routes
we operated under our prorate agreements during the three months ended June 30,
2021 compared to the three months ended June 30, 2020 due to the ongoing
COVID-19 demand recovery.

The increase in lease, airport services and other revenues of $10.4 million was
primarily due an increase in the number of aircraft leased to third parties from
22 aircraft at June 30, 2020 to 39 aircraft at June 30, 2021 and an increase in
airport service revenue due to the increase in the number of flights operated at
locations where we were contracted to provide airport customer service during
the three months ended June 30, 2021 compared to the three months ended June 30,
2020.

Operating Expenses

Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands):




                                                      For the three months ended June 30,
                                                  2021          2020        $ Change    % Change
Salaries, wages and benefits                   $   233,423   $   170,218   $   63,205     37.1 %

Aircraft maintenance, materials and repairs        190,879       121,289       69,590     57.4 %
Depreciation and amortization                      109,895       131,638   

 (21,743)   (16.5) %
Airport-related expenses                            22,038        21,550          488      2.3 %
Aircraft fuel                                       25,867         6,821       19,046    279.2 %
Aircraft rentals                                    15,723        16,697        (974)    (5.8) %
Payroll support grant                            (114,144)     (151,938)       37,794   (24.9) %
Other operating expenses                            58,286        38,167       20,119     52.7 %
Total operating expenses                       $   541,967   $   354,442   $  187,525     52.9 %
Interest expense                                    33,940        30,926        3,014      9.7 %
Total airline expenses                         $   575,907   $   385,368   $  190,539     49.4 %


Salaries, wages and benefits. The $63.2 million, or 37.1%, increase in salaries,
wages and benefits was due to the increase in direct labor costs that resulted
from a significantly higher number of flights we operated during the three
months ended June 30, 2021 compared to the three months ended June 30, 2020.

Aircraft maintenance, materials and repairs. The $69.6 million, or 57.4%,
increase in aircraft maintenance expense was primarily due to an increase in
direct maintenance costs incurred on a portion of SkyWest Airlines' fleet
intended to extend the operational performance and reliability of its older
aircraft, including increased engine maintenance expense during the three months
ended June 30, 2021 compared to the three months ended June 30, 2020.

Depreciation and amortization. The $21.7 million, or 16.5%, decrease in depreciation and amortization expense was primarily due to certain CRJ200 aircraft that became fully depreciated during 2020. This reduction in depreciation on our CRJ200 fleet was partially offset by an increase in depreciation expense due to the acquisition of four new E175 aircraft and spare engines since June 30, 2020 as well as the acquisition of 30 used CRJ700 aircraft since June 30, 2020.


Airport-related expenses. Airport-related expenses include airport-related
customer service costs such as outsourced airport gate and ramp agent services,
airport security fees, passenger interruption costs, deicing, landing fees and
station rents. For clarity, our employee airport customer service labor costs
are reflected in salaries, wages and benefits and customer service labor costs
we outsource to third parties are included in airport-related expenses. The $0.5
million, or 2.3%, increase in airport-related expenses was primarily due to an
increase in our prorate passengers, offset by exiting prorate locations related
to the American prorate agreement that was terminated in 2020.

Aircraft fuel. The $19.0 million, or 279.2%, increase in fuel cost was primarily
due to an increase in the number of flights we operated under our prorate
agreements, corresponding increase in gallons of fuel we purchased and an
increase in our average fuel cost per gallon from $1.45 for the three months
ended June 30, 2020 to $2.36 for the three

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months ended June 30, 2021. We purchase and incur expense for all fuel on
flights operated under our prorate agreements. All fuel costs incurred under our
capacity purchase contracts are either purchased directly by our major airline
partner, or if purchased by us, we record the direct reimbursement as a
reduction to our fuel expense. The following table summarizes the gallons of
fuel we purchased under our prorate agreements, for the periods indicated:



                               For the three months ended June 30,
(in thousands)                2021              2020          % Change
Fuel gallons purchased           10,982            4,691        134.1 %
Fuel expense              $      25,867      $     6,821        279.2 %




Aircraft rentals. The $1.0 million, or 5.8%, decrease in aircraft rentals was
primarily related to a reduction of our fleet size that was financed through
leases from third parties as a result of scheduled lease expirations subsequent
to June 30, 2020.

Payroll support grant. In April 2021, we entered into an agreement with U.S.
Treasury and received $250.0 million in emergency relief through the American
Rescue Plan Act payroll support program, of which $205.0 million was in the form
of payroll support grants that are being recognized as a reduction in labor
expense over the periods the grants intended to compensate. Additionally, in
April 2021, the Company received an additional $35.0 million in proceeds under
the Payroll Support Program Extension Agreement (the "PSP Extension Agreement")
with U.S. Treasury, of which $24.5 million was in the form of payroll support
grants that were recognized as a reduction of labor expense during the period
the grant was intended to compensate. We recognized $114.1 million in payroll
support grant proceeds we received as a reduction to our operating expenses for
the three months ended June 30, 2021 and anticipate recognizing the remaining
$115.4 million of payroll support grants as a reduction to operating expenses
during the three months ended September 30, 2021. We recognized $151.9 million
in payroll support grant proceeds we received under similar agreements with U.S.
Treasury as a reduction to our operating expenses for the three months ended
June 30, 2020.

Other operating expenses. Other operating expenses primarily consist of property
taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel
costs and credit loss reserves. The $20.1 million, or 52.7%, increase in other
operating expenses was primarily related to an increase in other operating costs
that correspond to the higher number of flights we operated during the three
months ended June 30, 2021 compared to the three months ended June 30, 2020,
such as crew per diem, crew hotel costs and simulator costs.

Interest Expense. The $3.0 million, or 9.7%, increase in interest expense was
primarily related to $3.6 million of deferred loan costs expense attributed to
the payoff and termination of the secured loan agreement with U.S. Treasury
during the three months ended June 30, 2021.



Total airline expenses. Our total airline expenses, comprised of our total
operating expenses and interest expense, increased $190.5 million, or 49.4%, due
to an increase in direct operating costs attributed to the higher number of
completed flights during the three months ended June 30, 2021 compared to the
three months ended June 30, 2020 and due to the reduction of payroll grant
benefit we recorded during the three months ended June 30, 2021 compared to June
30, 2020. As our interest expense is primarily attributed to debt associated
with financing aircraft under our capacity purchase agreements and as revenue
earned under our capacity purchase agreements is intended to compensate us for
our aircraft ownership costs, including interest expense, we believe our total
airline expense is meaningful expense measure for management discussion and

analysis purposes.

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Summary of interest income, other income (expense) and provision for income taxes:



Interest income. Interest income decreased $1.5 million, or 87.5%, during the
three months ended June 30, 2021, compared to the three months ended June 30,
2020. The decrease in interest income was primarily related to a decrease in
average interest rates attributed to our marketable securities subsequent to
June 30, 2020.

Other income (expense), net. Other income primarily consisted of income related to our investment in a joint venture with a third party.



Provision (benefit) for income taxes. For the three months ended June 30, 2021
and 2020, our effective income tax rates were 23.8% and 22.6%, respectively,
which include the statutory federal income tax rate of 21% and other reconciling
income tax items, including state income taxes and the impact of non-deductible
expenses. The increase in the effective tax rate primarily relates to the impact
of non-deductible expenses for the three months ended June 30, 2021, which had
pre-tax income, compared to the non-deductible benefit for the three months
ended June 30, 2020, which had a pre-tax loss.

Net income. Primarily due to the factors described above, we generated net income of $62.0 million, or $1.22 per diluted share, for the three months ended June 30, 2021, compared to net loss of $25.7 million, or $0.51 per diluted share, for the three months ended June 30, 2020.

Six Months Ended June 30, 2021 and 2020

Operational Statistics



The following table sets forth our major operational statistics and the
associated percentage changes for the periods identified below. The increase in
block hours, departures and passengers carried during the six months ended June
30, 2021, compared to the six months ended June 30, 2020, was due to the
increase in demand related to the ongoing recovery from the COVID-19 pandemic
which began to negatively impact our operational statistics in the month of
March 2020. We completed 408,527 flights and incurred 720,171 block hours during
the six months ended June 30, 2019, indicating our flight schedules have not
returned to pre-COVID-19 levels.


                                           For the six months ended June 

30,


Block hours by aircraft type:               2021          2020        % Change
E175s                                       277,724       194,134      43.1 %
CRJ900s                                      53,719        32,353      66.0 %
CRJ700s                                     136,475        98,740      38.2 %
CRJ200s                                     132,309       158,022    (16.3) %
Total block hours                           600,227       483,249      24.2 %


Departures                                  340,392       290,038      17.4 %
Passengers carried                       15,010,462    10,666,833      40.7 %
Passenger load factor                          67.6 %        58.0 %     9.6 pts

Average passenger trip length (miles)           536           492       8.9

%


Operating Revenues

The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):




                                              For the six months ended June 30,
                                        2021           2020        $ Change     % Change
Flying agreements                    $ 1,144,158    $ 1,045,864    $  98,294        9.4 %
Lease, airport services and other         47,387         34,111       13,276       38.9 %
Total operating revenues             $ 1,191,545    $ 1,079,975    $ 111,570       10.3 %


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Flying agreements revenue primarily consists of revenue earned on flights we
operate under our capacity purchase agreements and prorate agreements with our
major airline partners. Lease, airport services and other revenues consist of
revenue earned from leasing aircraft and spare engines to third parties separate
from our capacity purchase agreements and providing airport counter, gate and
ramp services.

We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands):




                                                         For the six months ended June 30,
                                                  2021           2020         $ Change     % Change
Capacity purchase agreements revenue:
flight operations                              $   484,228    $   498,469    $ (14,241)      (2.9) %
Capacity purchase agreements revenue:
aircraft lease and fixed revenue                   488,050        410,838  

     77,212       18.8 %
Prorate agreements revenue                         171,880        136,557        35,323       25.9 %
Flying agreements revenue                      $ 1,144,158    $ 1,045,864    $   98,294        9.4 %


The decrease in "Capacity purchase agreements revenue: flight operations" of
$14.2 million was primarily due to an increase in temporary rate reductions we
provided to our major airline partners under our capacity purchase agreements
during the six months ended June 30, 2021 in response to the COVID-19 demand
disruption impact to our partners, offset by an increase in scheduled flights we
operated under our contracts with our major airline partners in 2021 as a result
of the ongoing COVID-19 demand recovery. Our completed departures increased
17.4% and completed block hours increased 24.2% during the six months ended June
30, 2021 compared to the six months ended June 30, 2020.

The increase in "Capacity purchase agreements revenue: aircraft lease and fixed
revenue" of $77.2 million was primarily due to deferring less revenue for the
six months ended June 30, 2021 attributed to the fixed cash payments per
aircraft we received under our capacity purchase agreements compared to the six
months ended June 30, 2020, combined with aircraft lease and fixed rate revenue
generated from four E175 aircraft added to our fleet since June 30, 2020. Under
our capacity purchase agreements, we are paid a fixed amount per month per
aircraft over the contract term. We recognize the fixed amount per aircraft as
revenue proportionately to the number of flights we complete, our performance
obligation, for each reporting period. We operated a materially lower number of
flights during the six months ended June 30, 2021 and 2020 compared to
historical levels due to a reduction in flight schedules resulting from the
COVID-19 pandemic. We anticipate the future number of flights we will complete
over the remaining capacity purchase agreements will significantly increase from
the six months ended June 30, 2021 and 2020 levels. Due to the materially
reduced flight activity during the six months ended June 30, 2021 and 2020, and
based on an anticipated increase in future monthly flight volumes over the
remaining contract terms, we determined the fixed amount per month per aircraft
received during the six months ended June 30, 2021 and 2020 was
disproportionately high relative to the volume of flights operated during the
six months ended June 30, 2021 and 2020. Accordingly, we deferred recognizing
revenue of $26.8 million and $69.1 million of fixed monthly cash payments we
received under our capacity purchase agreements for the six months ended June
30, 2021 and June 30, 2020, respectively. Our deferred revenue related to the
fixed payments will adjust over the remaining contract term for each capacity
purchase agreement based on the number of flights we complete each reporting
period relative to the number of flights we anticipate completing over the
remaining contract term of each capacity purchase agreement. The deferred
revenue balance applicable to each contract will be recorded as revenue by the
end of each respective contract term. Our total deferred revenue balance was
$137.5 million as of June 30, 2021.

The increase in prorate agreements revenue of $35.3 million was primarily due to
the increase in prorate passengers and passenger revenue we received on routes
we operated under our prorate agreements during the six months ended June 30,
2021 compared to the six months ended June 30, 2020 due to the COVID-19 demand
recovery.

The increase in lease, airport services and other revenues of $13.3 million was
primarily due an increase in the number of aircraft leased to third parties from
22 aircraft at June 30, 2020 to 39 aircraft at June 30, 2021 and an increase in
airport service revenue due to the increase in the number of flights operated at
locations where we were contracted to provide airport customer service during
the six months ended June 30, 2021 compared to the six months ended June 30,
2020.

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Operating Expenses

Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands):




                                                        For the six months ended June 30,
                                                  2021          2020        $ Change     % Change
Salaries, wages and benefits                   $   453,265   $   419,379   $    33,886      8.1 %

Aircraft maintenance, materials and repairs        394,706       281,505       113,201     40.2 %
Depreciation and amortization                      219,492       243,346   

  (23,854)    (9.8) %
Airport-related expenses                            46,486        52,190       (5,704)   (10.9) %
Aircraft fuel                                       45,061        32,234        12,827     39.8 %
Aircraft rentals                                    31,213        33,752       (2,539)    (7.5) %
Payroll support grant                            (307,317)     (151,938)     (155,379)    102.3 %
Other operating expenses                           112,774       107,589         5,185      4.8 %
Total operating expenses                       $   995,680   $ 1,018,057   $  (22,377)    (2.2) %
Interest expense                                    65,294        61,130         4,164      6.8 %
Total airline expenses                         $ 1,060,974   $ 1,079,187   $  (18,213)    (1.7) %


Salaries, wages and benefits. The $33.9 million, or 8.1%, increase in salaries,
wages and benefits was due to the increase in direct labor costs that resulted
from a higher number of flights we operated during the six months ended June 30,
2021 compared to the six months ended June 30, 2020.

Aircraft maintenance, materials and repairs. The $113.2 million, or 40.2%,
increase in aircraft maintenance expense was primarily due to an increase in
direct maintenance costs incurred on a portion of SkyWest Airlines' CRJ700 fleet
intended to extend the operational performance and reliability of these older
aircraft, including increased engine maintenance expense during the six months
ended June 30, 2021 compared to the six months ended June 30, 2020.

Depreciation and amortization. The $23.9 million, or 9.8%, decrease in depreciation and amortization expense was primarily due to certain CRJ200 aircraft that became fully depreciated during 2020. This reduction in depreciation on our CRJ200 fleet was partially offset by an increase in depreciation expense due to the acquisition of four new E175 aircraft and spare engines since June 30, 2020 as well as the acquisition of 30 used CRJ700 aircraft since June 30, 2020.


Airport-related expenses. Airport-related expenses include airport-related
customer service costs such as outsourced airport gate and ramp agent services,
airport security fees, passenger interruption costs, deicing, landing fees and
station rents. For clarity, our employee airport customer service labor costs
are reflected in salaries, wages and benefits and customer service labor costs
we outsource to third parties are included in airport-related expenses. The $5.7
million, or 10.9%, decrease in airport-related expenses was primarily due to
exiting prorate locations related to the American prorate agreement that was
terminated in 2020.

Aircraft fuel. The $12.8 million, or 39.8%, increase in fuel cost was primarily
due to an increase in the number of flights we operated under our prorate
agreements and corresponding increase in gallons of fuel we purchased, and an
increase in our average fuel cost per gallon from $2.00 for the six months ended
June 30, 2020 to $2.25 for the six months ended June 30, 2021. We purchase and
incur expense for all fuel on flights operated under our prorate agreements. All
fuel costs incurred under our capacity purchase contracts are either purchased
directly by our major airline partner, or if purchased by us, we record the
direct reimbursement as a reduction to our fuel expense. The following table
summarizes the gallons of fuel we purchased under our prorate agreements, for
the periods indicated:


                               For the six months ended June 30,
(in thousands)                2021             2020         % Change
Fuel gallons purchased          19,992           16,107        24.1 %
Fuel expense              $     45,061     $     32,234        39.8 %


Aircraft rentals. The $2.5 million, or 7.5%, decrease in aircraft rentals was
primarily related to a reduction of our fleet size that was financed through
leases from third parties as a result of scheduled lease expirations subsequent
to June 30, 2020.

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Payroll support grant. In January 2021, we entered into an agreement with U.S.
Treasury and received $233.1 million in emergency relief through the 2021
Appropriations Act payroll support program, of which $193.2 million was in the
form of payroll support grants that were recognized as a reduction in labor
expense over the periods the grants intended to compensate. Additionally, in
April 2021, the Company received an additional $35.0 million in proceeds under
the PSP Extension Agreement, of which $24.5 million was in the form of payroll
support grants that were recognized as a reduction of labor expense during the
period the grant was intended to compensate. In April 2021, we also entered into
an agreement with U.S. Treasury and received $250.0 million in emergency relief
through the American Rescue Plan Act payroll support program, of which
$205.0 million was in the form of payroll support grants that are being
recognized as a reduction in labor expense over the periods the grants intended
to compensate. We recognized $307.3 million in payroll support grant proceeds we
received as a reduction to our operating expenses for the six months ended June
30, 2021, compared to $151.9 million in payroll support grant proceeds we
received under similar agreements with U.S. Treasury as a reduction to our
operating expenses for the six months ended June 30, 2020.

Other operating expenses. Other operating expenses primarily consist of property
taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel
costs and credit loss reserves. The $5.2 million, or 4.8%, increase in other
operating expenses was primarily related to an increase in other operating costs
that correspond to the higher number of flights we operated during the six
months ended June 30, 2021 compared to the six months ended June 30, 2020, such
as crew per diem, crew hotel costs and simulator costs.

Interest Expense. The $4.2 million, or 6.8%, increase in interest expense was
primarily related to $3.6 million of deferred loan costs expense attributed to
the payoff and termination of the secured loan agreement with U.S. Treasury
during the six months ended June 30, 2021 and the additional interest expense
associated with four new E175 aircraft added to our fleet subsequent to June 30,
2020, which were debt financed.

Total airline expenses. Our total airline expenses, comprised of our total
operating expenses and interest expense, decreased $18.2 million, or 1.7%, due
to the payroll support grant benefit we recorded during the six months ended
June 30, 2021 compared to the benefit recorded for the six months ended June 30,
2020, offset by an increase in direct operating costs attributed to the
increased number of completed flights during the six months ended June 30, 2021
compared to the six months ended June 30, 2020. As our interest expense is
primarily attributed to debt associated with financing aircraft under our
capacity purchase agreements and as revenue earned under our capacity purchase
agreements is intended to compensate us for our aircraft ownership costs,
including interest expense, we believe our total airline expense is meaningful
expense measure for management discussion and analysis purposes.

Summary of interest income, other income (expense) and provision for income taxes:



Interest income. Interest income decreased $3.8 million, or 88.4%, during the
six months ended June 30, 2021, compared to the six months ended June 30, 2020.
The decrease in interest income was primarily related to a decrease in average
interest rates attributed to our marketable securities subsequent to June 30,
2020.

Other income (expense), net. Other income primarily consisted of income related to our investment in a joint venture with a third party.



Provision for income taxes. For the six months ended June 30, 2021 and 2020, our
income tax provision rates were 25.5% and 26.8%, respectively, which include the
statutory federal income tax rate of 21% and other reconciling income tax items,
including state income taxes and the impact of non-deductible expenses. The
decrease in the effective tax rate primarily relates to a $1.4 million discrete
tax benefit from excess tax deductions generated from employee equity
transactions that occurred during the six months ended June 30, 2020 and a
lesser impact related to non-deductible expenses for the six months ended June
30, 2021, compared to the six months ended June 30, 2020 as a result of higher
pretax earnings for the six months ended June 30, 2021 compared to the same
period of 2020.

Net income. Primarily due to the factors described above, we generated net income of $97.9 million, or $1.93 per diluted share, for the six months ended June 30, 2021, compared to net income of $4.3 million, or $0.08 per diluted share, for the six months ended June 30, 2020.



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Our Business Segments

Three Months Ended June 30, 2021 and 2020



For the three months ended June 30, 2021, we had two reportable segments, which
were the basis of our internal financial reporting: SkyWest Airlines and SkyWest
Leasing. Our segment disclosure relates to components of our business for which
separate financial information is available to, and regularly evaluated by, our
chief operating decision maker.


                                             For the three months ended June 30,
                                                (dollar amounts in thousands)
                                        2021          2020        $ Change     % Change
Operating Revenues:

SkyWest Airlines operating revenue    $ 527,595    $  227,808    $  299,787      131.6 %
SkyWest Leasing operating revenues      129,395       122,231         7,164        5.9 %
Total Operating Revenues              $ 656,990    $  350,039    $  306,951       87.7 %
Airline Expenses:
SkyWest Airlines airline expense      $ 483,407    $  279,307    $  204,100       73.1 %
SkyWest Leasing airline expense          92,500       106,061      (13,561)     (12.8) %
Total Airline Expenses (1)            $ 575,907    $  385,368    $  190,539       49.4 %
Segment profit:
SkyWest Airlines segment profit       $  44,188    $ (51,499)    $   95,687

        NM
SkyWest Leasing profit                   36,895        16,170        20,725      128.2 %
Total Segment Profit                  $  81,083    $ (35,329)    $  116,412         NM
Interest Income                             210         1,685       (1,475)     (87.5) %
Other Income, net                            80           402         (322)     (80.1) %

Consolidated Income Before Taxes      $  81,373    $ (33,242)    $  114,615

        NM


NM = Not Meaningful

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

SkyWest Airlines Segment Profit. SkyWest Airlines segment profit increased $95.7 million for the three months ended June 30, 2021, compared to the three months ended June 30, 2020.

SkyWest Airlines block hour production increased to 324,045, or 157.1%, for the
three months ended June 30, 2021 from 126,026 for the three months ended June
30, 2020, primarily due to demand recovery from reduced flight schedules in
response to the COVID-19 pandemic. Significant items contributing to the SkyWest
Airlines segment profit are set forth below.

SkyWest Airlines operating revenues increased $299.8 million, or 131.6%, from
the three months ended June 30, 2020 to the three months ended June 30, 2021 due
to increased flight schedules offset by temporary rate reductions under our
capacity purchase agreements, increased passenger demand under our prorate
agreements, and more flights we handled under our airport service agreements,
collectively as a result of the demand recovery from the COVID-19 pandemic.
SkyWest Airlines deferred revenue of $5.6 million of payments received under our
capacity purchase agreements during the three months ended June 30, 2021
compared to deferred revenue of $69.1 million recorded during the three months
ended June 30, 2020. SkyWest Airlines also provided temporary rate reductions to
our major airline partners under our capacity purchase agreements during the
three months ended June 30, 2021 and 2020.

SkyWest Airlines airline expense increased $204.1 million, or 73.1%, from the
three months ended June 30, 2020 to the three months ended June 30, 2021 due to
the following primary factors:

SkyWest Airlines' salaries, wages and benefits expense increased by $63.4

million, or 37.4%, primarily due to an increase in direct labor costs that

? resulted from a significantly higher number of flights we operated during the


   three months ended June 30, 2021 as a result of the ongoing COVID-19 demand
   recovery.


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SkyWest Airlines' aircraft maintenance, materials and repairs expense increased

by $67.6 million, or 57.6%, primarily due to an increase in direct maintenance

? costs incurred on a portion of SkyWest Airlines' fleet intended to extend the

operational performance and reliability of its older aircraft, including

increased engine maintenance expense for the three months ended June 30, 2021

compared to the three months ended June 30, 2020.

SkyWest Airlines' depreciation and amortization expense decreased by $6.3

? million, or 10.6%, primarily due to certain CRJ200 aircraft that became fully

depreciated during 2020, partially offset by an increase in depreciation

expense related to the acquisition of used CRJ700 aircraft since June 30, 2020.

SkyWest Airlines' fuel expense increased $19.0 million, or 279.2%, due to an

increase in the number of flights we operated under our prorate agreements and

? a corresponding increase in gallons of fuel we purchased and an increase in our

average fuel cost per gallon from $1.45 for the three months ended June 30,

2020 to $2.36 for the three months ended June 30, 2021.

SkyWest Airlines' recognized $114.1 million in payroll support grant proceeds

? as a reduction to our operating expenses for the three months ended June 30,

2021, compared to $151.9 million recognized for the three months ended June 30,

2020.

SkyWest Airlines' remaining airline expenses increased $22.6 million, or 28.9%,

primarily related to an increase in other operating costs that correspond to

? the significantly higher of flights we operated for the three months ended June

30, 2021 compared to the three months ended June 30, 2020, such as crew per

diem, crew hotel costs and simulator costs.




SkyWest Leasing Segment Profit. SkyWest Leasing profit increased $20.7 million,
or 128.2%, during the three months ended June 30, 2021, compared to the three
months ended June 30, 2020, primarily due to the increase in aircraft leased to
third parties and the acquisition of four new E175 aircraft added to our fleet
subsequent to June 30, 2020.

Six Months Ended June 30, 2021 and 2020



For the six months ended June 30, 2021, we had two reportable segments, which
were the basis of our internal financial reporting: SkyWest Airlines and SkyWest
Leasing. Our segment disclosure relates to components of our business for which
separate financial information is available to, and regularly evaluated by, our
chief operating decision maker.

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  Table of Contents


                                                For the six months ended June 30,
                                                  (dollar amounts in thousands)
                                         2021           2020         $ Change     % Change
Operating Revenues:
SkyWest Airlines operating revenue    $   934,045    $   834,650    $   99,395       11.9 %
SkyWest Leasing operating revenues        257,500        245,325        12,175        5.0 %
Total Operating Revenues              $ 1,191,545    $ 1,079,975    $  111,570       10.3 %
Airline Expenses:
SkyWest Airlines airline expense      $   874,406    $   875,989    $  (1,583)      (0.2) %
SkyWest Leasing airline expense           186,568        203,198      (16,630)      (8.2) %
Total Airline Expenses (1)            $ 1,060,974    $ 1,079,187    $ (18,213)      (1.7) %
Segment profit:
SkyWest Airlines segment profit       $    59,639    $  (41,339)    $  100,978         NM
SkyWest Leasing profit                     70,932         42,127        28,805       68.4 %
Total Segment Profit                  $   130,571    $       788    $  129,783         NM
Interest Income                               494          4,249       (3,755)     (88.4) %
Other Income, net                             296            800        

(504) (63.0) % Consolidated Income Before Taxes $ 131,361 $ 5,837 $ 125,524 NM




NM = Not Meaningful

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

SkyWest Airlines Segment Profit. SkyWest Airlines segment profit increased $101.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020.

SkyWest Airlines block hour production increased to 600,227, or 24.2%, for the
six months ended June 30, 2021 from 483,249 for the six months ended June 30,
2020, primarily due to demand recovery from reduced flight schedules in response
to the COVID-19 pandemic. Significant items contributing to the SkyWest Airlines
segment profit are set forth below.

SkyWest Airlines operating revenues increased $99.4 million, or 11.9%, from the
six months ended June 30, 2020 to the six months ended June 30, 2021 due to
increased flight schedules offset by temporary rate reductions under our
capacity purchase agreements, increased passenger demand under our prorate
agreements, and more flights we handled under our airport service agreements,
collectively as a result of the demand recovery from the COVID-19 pandemic.
SkyWest Airlines deferred revenue of $26.8 million of payments received under
our capacity purchase agreements during the six months ended June 30, 2021
compared to deferred revenue of $69.1 million recorded during the six months
ended June 30, 2020. SkyWest Airlines also provided temporary rate reductions to
our major airline partners under our capacity purchase agreements during the six
months ended June 30, 2021 and three months ended June 30, 2020.

SkyWest Airlines airline expense decreased $1.6 million, or 0.2%, from the six months ended June 30, 2020 to the six months ended June 30, 2021 due to the following primary factors:

SkyWest Airlines' salaries, wages and benefits expense increased by $34.2

million, or 8.2%, primarily due to an increase in direct labor costs that

? resulted from a significantly higher number of flights we operated during the

six months ended June 30, 2021 as a result of the ongoing COVID-19 demand

recovery.

SkyWest Airlines' aircraft maintenance, materials and repairs expense increased

by $110.9 million, or 40.5%, primarily due to an increase in direct maintenance

? costs incurred on a portion of SkyWest Airlines' CRJ700 fleet intended to

extend the operational performance and reliability of these older aircraft,

including increased engine maintenance expense for the six months ended June


   30, 2021 compared to the six months ended June 30, 2020.


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  Table of Contents

SkyWest Airlines' depreciation and amortization expense decreased by $7.7

? million, or 6.9%, primarily due to certain CRJ200 aircraft that became fully

depreciated during 2020, partially offset by an increase in depreciation

expense related to the acquisition of used CRJ700 aircraft since June 30, 2020.

SkyWest Airlines' fuel expense increased $12.8 million, or 39.8%, due to an

increase in the number of flights we operated under our prorate agreements and

? a corresponding increase in gallons of fuel we purchased and an increase in our

average fuel cost per gallon from $2.00 for the six months ended June 30, 2020

to $2.25 for the six months ended June 30, 2021.

SkyWest Airlines' recognized $307.3 million in payroll support grant proceeds

? as a reduction to our operating expenses for the six months ended June 30,

2021, compared to $151.9 million recognized for the six months ended June 30,

2020.

SkyWest Airlines' remaining airline expenses increased $3.6 million, or 1.9%,

primarily related to an increase in other operating costs that correspond to

? the higher number of flights we operated for the six months ended June 30, 2021

compared to the six months ended June 30, 2020, such as crew per diem, crew

hotel costs and simulator costs.




SkyWest Leasing Segment Profit. SkyWest Leasing profit increased $28.8 million,
or 68.4%, during the six months ended June 30, 2021, compared to the six months
ended June 30, 2020, primarily due to the increase in aircraft leased to third
parties and the acquisition of four new E175 aircraft added to our fleet
subsequent to June 30, 2020.

Liquidity and Capital Resources


As of June 30, 2021, we had $955.7 million in cash and cash equivalents and
marketable securities. As of June 30, 2021, we had $41.0 million available for
borrowings under our line of credit. Given our available liquidity as of June
30, 2021 and given the measures we have implemented to reduce the impact of the
COVID-19 pandemic on our financial position and operations, we believe the
working capital currently available to us will be sufficient to meet our present
financial requirements, including planned capital expenditures, scheduled lease
payments, debt service obligations for at least the next 12 months.

Our total of cash and marketable securities increased from $825.9 million as
December 31, 2020 to $955.7 million as of June 30, 2021, or by $129.8 million.
Our total long-term debt, including current maturities decreased from $3,203.7
million as of December 31, 2020 to $3,013.2 million as of June 30, 2021, or by
$190.5 million. Thus, our total long-term debt, net of cash and marketable
securities, decreased from $2,377.8 million as of December 31, 2020 to $2,057.5
million as of June 30, 2021, or $320.3 million. At June 30, 2021, our total
capital mix was 45.9% equity and 54.1% long-term debt, compared to 43.3% equity
and 56.7% long-term debt at December 31, 2020.

As of June 30, 2021 and December 31, 2020, we had $59.5 million and
$61.1 million, respectively, in letters of credit and surety bonds outstanding
with various banks and surety institutions. We had no restricted cash as of June
30, 2021 and December 31, 2020.

Sources and Uses of Cash


Cash Position and Liquidity. The following table provides a summary of the net
cash provided by (used in) our operating, investing and financing activities for
the six months ended June 30, 2021 and 2020, and our total cash and marketable
securities positions as of June 30, 2021 and December 31, 2020 (in thousands):


                                                                       For 

the six months ended June 30,


                                                    2021                           2020                   $ Change              % Change
Net cash provided by operating
activities                           $                           498,688     $         492,283      $              6,405              1.3 %
Net cash used in investing
activities                                                     (182,381)              (70,623)                 (111,758)            158.2 %
Net cash used in financing
activities                                                     (186,176)              (56,619)                 (129,557)            228.8 %


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  Table of Contents


                                      June 30,                        December 31,
                                        2021                              2020                          $ Change              % Change
Cash and cash equivalents    $                   345,854    $                         215,723     $            130,131            60.3 %
Marketable securities                            609,821                              610,185                    (364)           (0.1) %
Total                        $                   955,675    $                         825,908     $            129,767            15.7 %

Cash Flows provided by Operating Activities


Our cash flows provided by operating activities was $498.7 million for the six
months ended June 30, 2021, compared to $492.3 million for the six months ended
June 30, 2020. Our operating cash flows are typically impacted by various
factors including our net income, adjusted for non-cash expenses and gains such
as depreciation expense, stock-based compensation expense, and gains or losses
on the disposal of assets; and timing of cash payments and cash receipts
attributed to our various current asset and liability accounts, such as accounts
receivable, inventory, accounts payable, accrued liabilities, deferred revenue
and deferred payroll support grant proceeds.

The increase in our cash flow from operations for the six months ended June 30,
2021 compared to the six months ended June 30, 2020 was primarily due an
increase in net income from $4.3 million for the six months ended June 30, 2020
to $97.9 million for the six months ended June 30, 2021 offset by changes in
depreciation expense, deferred revenue, and current asset and liability
accounts, primarily due to the timing of cash payments and cash receipts related
to our current assets and liabilities for the six months ended June 30, 2021
compared to the six months ended June 30, 2020. Operating cash flows for the six
months ended June 30, 2021 and 2020 also included the benefit from the payroll
support grant of $307.3 million and $151.9 million, respectively, partially
offset by temporary rate reductions provided to our major airline partners
during the six months ended June 30, 2021 and June 30, 2020.

Cash Flows used in Investing Activities


Our cash flows used in investing activities was $182.4 million for the six
months ended June 30, 2021, compared to cash flows used in investing activities
of $70.6 million for the six months ended June 30, 2020. Our investing cash
flows are typically impacted by various factors including our capital
expenditures, including the acquisition aircraft and spare engines; deposit
payments and receipts on new aircraft; purchase and sales of marketable
securities; proceeds from the sale of assets; and timing of cash payments and
cash receipts attributed to our various long-term asset and long-term liability
accounts.

The increase in our cash flow used in investing activities for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily
due to a decrease in cash provided by sales of marketable securities, net of
purchases of marketable securities, of $0.4 million for the six months ended
June 30, 2021 from $123.5 million for the six months ended June 30, 2020, an
increase in deposits on aircraft from $0.6 million for the six months ended June
30 2020 to $58.3 million for the six months ended June 30, 2021, and an increase
in our long-term assets resulting from timing of payments received from our
major airline partners attributed to our long-term receivables. In 2020, we
amended certain debt agreements on our aircraft which suspended our obligation
to make debt service payments for an approximately six-month period during 2020.
Concurrently, we suspended required aircraft ownership payments due to us from
our major airline partners under our capacity purchase agreements during the
same period. We anticipate collecting these payments from our major airline
partners over the remaining contract terms.

Cash Flows used in Financing Activities


Our cash flows used in financing activities was $186.2 million for the six
months ended June 30, 2021, compared to cash used in financing activities of
$56.6 million for the six months ended June 30, 2020. Our financing cash flows
are typically impacted by various factors including proceeds from issuance of
debt, principal payments on debt obligations, repurchases of our common stock
and payment of cash dividends.

The $129.6 million increase in cash used in financing activities for the six
months ended June 30, 2021 compared to the six months ended June 30, 2020 was
primarily due to an increase of $166.6 million in principal payments on
long-term debt primarily due the additional E175 aircraft acquired subsequent to
June 30, 2021 and repayment of the $60 million U.S. Treasury secured loan. The
increase was offset by a reduction in cash used to

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Table of Contents

purchase treasury stock and payment of dividends by $20.0 million and $13.1 million, respectively, due to restrictions under our loan agreements with U.S. Treasury.

Significant Commitments and Obligations

General

See Note 7, "Leases, Commitments and Contingencies," to the condensed consolidated financial statements for our commitments and obligations for each of the next five years and thereafter.

Purchase Commitments and Options



As of June 30, 2021, we had a firm purchase commitment for 29 new E175 aircraft
from Embraer with delivery dates anticipated into the first half of 2023. We
also have a firm purchase commitment to purchase eight used CRJ700 aircraft with
anticipated delivery dates through 2021.

At the time of each aircraft acquisition, we evaluate the financing alternatives
available to us, and select one or more of these methods to fund the
acquisition. In recent years, we have issued long-term debt to finance our new
aircraft. At present, we intend to fund our aircraft purchase commitments
through cash on hand and debt financing. Based on current market conditions and
discussions with prospective leasing organizations and financial institutions,
we currently believe that we will be able to obtain financing for our committed
acquisitions, as well as additional aircraft. We intend to finance the firm
purchase commitment for 29 E175 aircraft with approximately 80-85% debt and the
remaining balance with cash. We intend to fund the purchase of the eight used
CRJ700 aircraft through cash on hand.

Long-term Debt Obligations



As of June 30, 2021, we had $2.8 billion of long-term debt obligations related
to the acquisition of aircraft and certain spare engines. The average effective
interest rate on those long-term debt obligations was approximately 4.0% at June
30, 2021. We also had $200.6 million of long-term debt obligations under the
Payroll Support Program Agreement, PSP Extension Agreement, and Payroll Support
Program 3 Agreement with U.S. Treasury.

Under our capacity purchase agreements, the major airline partners compensate us
for our costs of owning or leasing the aircraft on a monthly basis. The aircraft
compensation structure varies by agreement, but is intended to cover either our
aircraft principal and interest debt service costs, our aircraft depreciation
and interest expense or our aircraft lease expense costs while the aircraft

is
under contract.

Guarantees

We have guaranteed the obligations of SkyWest Airlines under the United Express
Agreement and the Delta Connection Agreement for the E175 aircraft. In addition,
we have guaranteed certain other obligations under SkyWest Airlines' aircraft
financing and leasing agreements.

Seasonality



Our results of operations for any interim period are not necessarily indicative
of those for an entire year, since the airline industry is subject to seasonal
fluctuations and general economic conditions. Our operations are somewhat
favorably affected by increased travel on our prorate routes, historically
occurring during the summer months, and unfavorably affected by decreased travel
during the months November through February and by inclement weather, which may
occasionally or frequently, depending on the severity of the inclement weather
in any given winter, result in cancelled flights during the winter months. The
COVID-19 pandemic is anticipated to continue to negatively impact our summer
schedule compared to 2019 schedules (pre-COVID period). The magnitude of the
impact will depend on various factors including passenger demand and the related
flight schedules we are requested to operate by our major airline partners under
our capacity purchase agreements.

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