Good afternoon, and welcome to the SkyWest Airlines Inc. Second Quarter 2016 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this conference is being recorded. I would now like to turn the conference over to Rob Simmons. Mr. Simmons, please go ahead.

Thanks everyone for joining us on the call today. As the operator indicated, this is Rob Simmons, SkyWest’s Chief Financial Officer. On the call with me today are Chip Childs, President and Chief Executive Officer; Wade Steel, Chief Commercial Officer; Eric Woodward, Chief Accounting Officer; Mike Thompson, SkyWest Airlines Chief Operating Officer; and Terry Vais, ExpressJet Airlines Chief Operating Officer. I would like to start today by asking Eric to read the Safe Harbor, then I will turn the time over to Chip for some comments. Following Chip, I will take us through the financial results then Wade will discuss the fleet and our flying partners. Following Wade, we will have the customary Q&A session with our sellside analysts. Eric?

Today’s discussion contains forward-looking statements that represent our current beliefs, expectations and assumptions regarding future events and are subject to risks and uncertainties. We assume no obligation to update any forward-looking statements. Actual results will likely vary and may vary materially from those anticipated, estimated or projected for a number of reasons. Some of the factors that may cause such differences are included in our 2015 Form 10-K and other reports and filings with the Securities and Exchange Commission. Chip?

Thanks, Eric, and Rob and thank you all for joining us on the call today. For the second quarter we continued our progress on our overall business and fleet plans as is demonstrated by the results outlined in the press release. As our industry evolves, we worked hard to set our airlines apart from the competition with a focus on operational excellence and solid economics. Another item of significance for the quarter was our overall airline operations which have been a key focus in the past 18 months. The industry, our partners and our passengers have come to expect top reliability and our airlines are delivering just that. I want to start by giving our 20,000 people across the organization strong credit for their focus, team work and execution of consistent exceptional reliability and service as we proceed with our ongoing transitions and business plans. Along those lines, second quarter produced some of the best operations our airlines have delivered, both SkyWest and ExpressJet made strong operational improvements this quarter compared to the same quarter in 2015 and that continues to contribute to improved financial results. SkyWest Airlines continued to improve its adjusted completion moving from 99.25% to 99.95% year-over-year. Notably, SkyWest Airlines completed 30 full consecutive days and just over 55,000 consecutive flights at zero controllable cancels during the quarter and delivered the best maintenance performance in the company’s history. ExpressJet maintained their leading status as the most reliable united express carrier for 22 consecutive months and delivered 99.91% adjusted completion for the quarter compared to 99.81% the same quarter the last year. Together, our two entities operated nearly 300,000 flights in the quarter and continued to deliver consistent exceptional reliability and service. Also notably outside of the special items, ExpressJet essentially broke-even in the seasonally strong second quarter…

Thanks Chip. So today we reported net income of $40 million or $0.77 per diluted share for the second quarter of 2016, up from net income of $31 million or $0.61 from Q2 2015. Pre-tax income for the second quarter was $66 million, compared to $53 million last year, an improvement of 26%. This strong growth in year-over-year earnings continues to validate the fleet transition plan that we have been executing against over the last two years. Our continued growth and profitability was driven by one, the addition of new flying with eight new E175 planes placed under contracts this quarter. Two, redeployment of 10 CRJ700 aircrafts into new contracts with multiple partners further reducing our CRJ700 tail risk, three, the removal of seven, 50 seat aircrafts over that same period. And then four, operating efficiencies realized through improved operating performance. Our expected growth in the second half of 2016 earnings compared to second half 2015 earnings that Chip referenced will continue to be partially driven by placing new E175s in service over the next several quarters. Since Q2 2015, we’ve taken delivery of 18 additional E175s with eight placed into service in Q2 of 2016. We expect to put 30 more into service in the second half of 2016 and an additional 18 in 2017. Our total E175 fleet is expected to be 104 by the end of 2017. Also, as we’ve been signaling for several quarters, we took a $10 million largely non-cash charge related to an early lease termination and prepaid lease write-off on three CRJ700s during Q2. We expect to take a similar charge on 17 additional CRJ700s early lease returns in the neighborhood of $20 million to $27 million in the second half of 2016. The $10 million charge this quarter will show up in…

Thanks Rob. During Q2 2016, we continued to execute on our strategy to remove unprofitable flying and transition our fleet to larger new aircraft. Execution on that strategy continues today. Although our fleet and service decreased only by one aircraft during the second quarter from 656 aircrafts to 655 aircrafts we had meaningful changes to our fleet mix in terms of aircraft additions, removals and aircraft that transition between our major partners as outlined in the release. To provide a little color on the fleet changes during Q2 2016, we removed five ERJ145s from our United contract, two ERJ145s from our American contract, and three CRJ700s from our Delta operations. We took a $10 million charge during the quarter for early lease returns on the three Delta CRJ700s. We also transitioned nine CRJ700s from United to our other partners. This totals 19 aircraft removals or transitions during Q2. Also during the second quarter, we added the following aircrafts to our fleet. Six new E175s under our United agreement, two new E175s under our Alaska agreement 10 CRJ700s for transition to American and Delta from our United contract with nine United removals from Q2 and one from Q1. We are currently working on potential redeployment opportunities for the remaining United CRJ700s with contract expirations scheduled in 2017. The transition of these CRJ700s meaningfully reduces the tail risk on our CRJ700 fleet. For the remainder of 2016, we anticipate removing 11 ERJ145s from our United contract, additionally, we have 12 CRJ200 under agreements with American at SkyWest Airlines, 11CRJ200s with American at ExpressJet that are scheduled to expire between Q4 2016 and Q1 2017. We anticipate replacing these CRJ aircrafts with dual-class aircrafts from our existing fleet. Additionally, we anticipate expirations of nine CRJ200s under various contracts through the remainder of 2016.…

Okay, operator, we’re ready now for Q&A.

[Operator Instructions] And the first question comes from Mike Linenberg with Deutsche Bank.

Good afternoon gentlemen, it’s actually Katie O'Brien calling in for Mike.

Hey, Katie.

Hey. So my first question is, one of your competitors has been – going through bankruptcy and when the last times a competitor of you has went through bankruptcy the end of that being absorbed on major partners and now can offer them a very competitive replaced benchmark when negotiating contracts other regions. Are you concerned that we could see a similar scenario play out public and if so do you think you will still be effectively compete for business with that major airline partner in the future?

Hey Katie, it’s Chip. Thanks for your questions, it’s very good question. I am – we monitor a lot of things in the industry and most of it has to do with some of the things that Wade pointed out in his script of working with our partners to see how we can best add value in their various portfolios. I can’t speak for everybody in the major partners that maybe interested in your question, but from our perspective, we have not seen any information that goes along the lines of kind of what you are speculating there. And our focus is certainly one that’s unique and we want to differentiate ourselves from our various competitors, but we believe for the reasons that we’ve discussed in the call today, we are making sure that we have outstanding performance at competitive cost and doing the right things with our fleet that we will always remain in a very strong competitive position and work well with our partners to find ways to evolve and add value to them.

Okay, great. And then if I could ask one more, on your last call you noted you are seeing a lot of demand for short-term extensions on 50 seater aircrafts, do you continue to see that as fuel prices moved up in the first six months this year before they started to decline again in the past month or so?

Yes, this is Wade. Yes, fuel prices have ticked up a little bit. The demand for our product is still very strong as Chip outlined in the release, our operational performance has been exceptional. The demand is still very, very good. We work with our major partners on their short and long-term needs and there are needs in both areas and we continue to work with the partners on both of those fronts.

And so, on those 50 seaters, the short-term extensions, you are seeing continued demand for that specific aircraft regardless of what going on right now?

Yes, Katie, I think – this is Chip, I still think even as of today, we still see strong demand, but we have to take into account various other variables that we have going on within our fleets that have an impact on the duration and type of contracts we do with those 50 seaters. I mean, I will say with regard to 50 seaters that 2017 will be a relatively pivotal year for 50 seat aircrafts. But again I will go back as you’ve seen with Wade’s script and the things we’ve outlined with the fleet changes, we are trying to evaluate with our partners what happens in 2017 with 50 seaters and we would certainly anticipate that there will be a lot of mix of class maintenance strategies surrounding pilot availability, what our partners need and these various potential contract extensions, we just don’t have a significant amount of visibility of that right now and we will probably have more visibility on it in the next quarters.

Great. Thanks a lot for your time.

Thank you. And the next question comes from Savi Syth with Raymond James.

Just, if I look at 1Q to 2Q, I was hoping, when I think of improvements, I think other than seasonality, you had more 175s maybe if you were a little profit on cross sell 50 seaters, I was wondering if there was anything else that was kind of different with 1Q, 2Q were there any more kind of rate adjustments, were there – the CRJ700s being placed at better rates? Or how should we think about this incremental improvement from a sequential basis?

Thanks, Savi. Thanks for the question. As you look at it from the perspective from Q1 to Q2, I think you have to look at little bit about what Wade has disclosed about the significant fleet transition. We will say that, the rates that we are getting on 700s when we pull them out and put them back to a market rate compared to where they’ve been comes into with improvement. But I think that we’ve proven that model over the last couple of years how that works. The other thing is, I am not going to let go how well our performance was even from Q2 from Q1. Q1 was an exceptional quarter, Q2 you have significant block hour increases with the seasonality of flying and when you deliver as strong as our entities did on that scheduled block hour assumption, really good things happen within the business months.

That’s good plan. And if I may, on the – to follow-up on that Republic question, they kind of go on through bankruptcy, it seems like their post-bankruptcy plans are starting to take shape with the partners and now that the partners know what they are flying with the Republic might be. Have you seen any kind of change in what your partners are looking for from you over the last three to six months?

Yes, I don’t know what’s certainly within the last three to six months. I would say before Republic went into bankruptcy, we had strong dialog about the entire fleets and opportunity to grow the fleet. If it were up to me what I say that the bankruptcy had any type of impact on that. To be honest with you, I really couldn’t say so today, but I will say that we continue to have a good strong dialog with all of our partners relative to their fleet needs and we don’t necessarily get into the why we are mostly concerned with – of the what and how to best execute on those opportunities.

All right, great. And just one last question, just on the pilot side, I was wondering if you could provide an update on just hiring and attrition, just any incremental change in trend and if you were given the opportunity to kind of – or have the opportunity to pick up more E175 flying, would you be able to meet that or – some of the contracts that come off or the aircraft coming off contracts maybe those decisions will play into if you have more E175 opportunity?

Yes, let me start with the first part and that is, just a high level feel for our pilot situation and we do update that for you guys quite often. I will say that where we are sitting today and understand, I think being very clear, we are not immune to this pilot situation. I would say that, the other thing is that things can change very quickly, specifically, when you are sitting here at the end of July and you have a ball drop-off in the schedules and there tends to be a lot of hiring, but all that considered as of today, we are very comfortable with our short to extended range scenario of pilots of both entities. Recruiting remains, I would say strong at both of them and we watch the attrition models very, very carefully and we are comfortable where we are today with pilots. Transitioning that into incremental growth for 175s, I would say that, taking our pilot situation and also looking at, as we’ve said in the past, fleet flexibility and some transition opportunities would we have the capacity to take more 175s in the future, I would say yes, we would. But we have enough flexibility with these variables if we could take more 175s in the future.

All right, great. Appreciate the updates. Thanks.

Thank you. And the next question comes from Steve O’Hara with Sidoti. Steve O’Hara : Hi, good afternoon.

Hi, Steve. Steve O’Hara : Just curious on the kind of EPS growth slowdown seeing from, I guess, sequentially from 2Q to 3Q and I guess, you are still guiding to low double-digit increase. And I know you mentioned the charges, is that primarily due to the expectation that you will have either cash or non-cash charges in one or both quarters?

Well, what we sort of said about EPS growth for the second half of the year is that we expect it to be sort of in the low double-digit range when you look at the second half of 2016 compared to the second half of 2015 and that would be excluding any of those unusual items. So, we do expect somewhere in the neighborhood of $10 million a quarter in the second half roughly these special charges related to the early lease returns of the 700s that Wade spoke about a moment ago. But, other than that, obviously, we’ve got our growth is going to come from the delivery schedule. We’ve got eight E175s that we put into service during Q2 they will have a full quarter of service for the first time in the third quarter. In addition, there will be 30 new E175s come into service during the second half. So, the growth engines remain the same. I think as we go into the second half and that was the root of Chip’s comments. Steve O’Hara : Okay, and then just kind of – I think you said, you have the charge in this quarter, but I wasn’t sure where it was and it didn’t seem to be excluded maybe I am wrong and then the $11 million – maybe settlement was in the quarter as well and that’s just sitting in the revenue?

Yes, that’s right. Both of those items are included in the $0.77 we reported. Steve O’Hara : Okay, and – okay, I appreciate it. I’ll jump back in queue.

Okay, thanks Steve.

Thank you. and the next question comes from Helane Becker with Cowen.

Hi, thank you very much operator. Hi, guys. Thanks for the time.

Hi Helane.

Hi Helane.

Just a couple of questions. One, the huge operations at SkyWest slowdown, is there are cost associated with that or how did you manage to do it so well? Is it the maintenance line or if it’s not as much maintenance, I mean, aircrafts, I mean what’s behind you’ve done improvements?

I think that, this call would probably not be long enough, Helane, I am sorry, this is Chip, to go through all the hundreds of things that we had to do to make sure that we develop a model the right way to get you are at both entities. Admittingly, as you go back in history, ExpressJet has been an entity that has been really engineered for very top-level performance. SkyWest has also done a very good job. If there is one big thing that I would say at both entities it has certainly started within the maintenance program and that’s the first thin. The second thing to be candid is working very closely with our partners and giving them some credit for this as well because of how they helped us within the scheduling timeframes and the things of how walk right at this. It’s been a very good journey for us to work that closely with our partners to understand the value that they see in this and the value that we see in this. So when it comes to an investment of capital in this, it did take some investment in capital, but the returns, when you have a quarter like this and you have an engagement in an employee group, the employee groups that we have in strong performance, it just has a huge, huge return on it. So, I mean, it’s also, when you have 99.9% controllable ops, it does provide a very strong efficient system whereby you can be cheaper, but there is certainly a price to pay in the beginning and we feel like we are continuing to evolve. I am not going to say that we are done in our process of improvement, but we certainly have seen some good benefits of it and we are going to continue to evolve with our groups and with our partners to make sure that this is something that this is just the expectations.

Great, thank you. That’s record Chip, thank you. The other part of that maintenance is, your maintenance costs were down 9% year-on-year and obviously some of it is reduction in walk hours and departure set. Is some of it also this mix, how much of it is the mix and is this kind of – what is that 140-ish million, is that’s the number we should be thinking about?

Hi, Helane, this is Wade. So there is a couple of things going on in the maintenance line item. Some of our maintenance cost as you know were pass-through and there has been a reduction in pass-throughs year-over-year. And once you get the 10-Q, you will be able to see the detail. But there still is a reduction even after you eliminate some of the pass-throughs and some of that is just very hard work from our maintenance group getting the efficiencies they need, working with some of our third-party suppliers getting the efficiencies that we need out of some of those contracts. So it’s been a very good and collaborative effort between our labor groups and our third-party vendors and our major partners as well. So it’s been a very good process that we are going through and we continue to go and try to execute on that. But all of that benefit, some of it is pass-through cost going down, so then some of it is just real controllable cost that have also been out of the system.

Okay, and on the ground handling, that was down a lot to 17%. Is that a different runrate, plus again, is that part of what you just said just in terms of working with the partners to get the cost down?

Yes, some of it is the same thing. We’ve been working with our partners. Some of it is also lower volume of ground handling that we are doing. We are optimizing some of our portfolio, a little bit on the ground handling side. So it is a combination of both effects, both working with our third parties, working with our major partners and then there is a lower volume of ground handling as well.

Okay, and then, my last question is just on leverage. Can you just say when the peak will be for CapEx and leverage and how comfortable you are with these numbers?

Helane, this is Rob. So we’ve got, at this point, with another 30 planes in the second half of this year and then another 18 on top of that, that’s about another $1.1 billion roughly of debt that we will be putting on our balance sheet. We are extremely comfortable with that, again given the nature of these, the long-term nature of these contracts matched against long-term debt at very attractive rates. So, I think from a leverage standpoint, based on our view right now with of 140 175s in the pipeline, that our debt need should peak by sometime in the middle of 2017.

Perfect. Thank you. Thanks very much everybody for your answers.

Thank you, Helane.

Thank you. And the next question comes from Duane Pfennigwerth with Evercore ISI.

Yes, this is actually Raymond Wong on for Duane.

Hey Raymond. How are you?

Good, how are you doing? So, I was wondering, how do you – how is the margins on the new American CRJ700 flying compared with the prior United contract?

Raymond, thanks for the question. So we obviously have been working with our partners on transferring some of our United aircrafts into the American and also Delta portfolio. We don’t – we are not going to get into the specific numbers on each one of those, but we’ve been working with our partners making sure we are helping them out with their fleet needs and then also making sure the economics work for both them and for us. And so, it’s been a very good partnership with our major partners and we’ll continue to work with them on their fleet needs and making sure the economics match their needs and then also our needs as well.

Sure, and what does the margin look like for private flying? How many aircrafts do you have dedicated to that?

So the number of aircrafts that we have dedicated to it, we are somewhere in the range of around 50 aircrafts that we operate today in that model. We don’t get into specifics on what the margin is and that model either. Rob did outline a couple of things on the fuel. Fuel there was, we were at 235 last year, we are at 169 this year, year-over-year and then, quarter-over-quarter, it actually was a little bit of a headwind, Q1 to Q2 we were at 149 in Q1 and then it has ticked up a little bit to the 169 range. So, there has been some headwinds on the fuel in the Q2 area.

Okay, great. Thanks a lot guys.

Thanks.

Thank you and the next question is a follow-up from Savi Syth with Raymond James.

Hey guys. Just two quick ones, I think with ExpressJet, so without this charge, ExpressJet the expansion was breakeven, have you gotten ExpressJet taken up on a breakeven level here? Is that where we are?

Well, I think if you look at it from a seasonal perspective in Q2, we are optimistic that we’ll do probably the same thing in Q3 and look to be honest that we are very, very impressed and we are very excited about the progress and the movement that the entity is making. As we continue to go forward, we love that momentum as we go into 2017, I would say that we have to have a strong look at our 50 seat strategies with our partners. As you know, there is a fair amount of opportunities in even 2017 to continue to do some fleet transitions with the 50 seaters and as we evaluate that, and evaluate it with these other variables of pilot availability, extension opportunities, and what the partners want in 2017, we’ll probably be able to provide more color next quarter if this is a trend. But I think that we are not – we are not certainly sitting here thinking the breakeven is where this thing needs to be. We wanted to be a long-term stable solid entity and we still have quite a bit of work to do on that.

Got it now, but I think a year ago breakeven was kind of a long target. So, it’s interesting that we’ve gotten there here.

I mean, honestly our folks in Atlanta, the leadership and the employees have done a great job of doing some tough work to get it to this point and I think you are excited about continuing to do, we need to do to provide value for our partners and keep some momentum here.

Got it. And then, my second question is a follow-up on the pro rate, so when you have these CRJ200 that are coming off lease, I know a lot of that is coming off – are coming off contract, some of it’s going to align with the lease is coming due. Are you balancing out the rest that kind of maybe moving some into to pro rate and then retiring the pro rate or you able to grow the pro rate?

And that’s a great question, Savi, because as we have a lot of these coming off, most of them are – well, almost all of them coming up at a contract line and so, certainly when the extensions come due and the partners did not want the 50 seaters anymore, we’d certainly evaluate if that’s a possibility. But again, it has to be balanced with the pilot availability, it has to be balanced with a lot of these other variables if that model is going to work. So it’s not necessarily our intention to really jump out and start growing pro rate. Our focus is to continue to execute on a larger fleet transition plan and it’s not necessarily pro rate or increasing pro rate or dramatically changing pro rate if not one of the variables that we are looking at executing over the next little while.

All right, great. Thanks so much.

Thank you.

Thank you. And the next question is a follow-up from Mike Linenberg with Deutsche Bank.

Hi, it’s still Katie O'Brien. Thanks for allowing me have a follow-up here. So, last quarter you gave us some color around the percentage of the fleet that was not profitable noting that in the first quarter of 2015, 52% of the fleet was not profitable and you said that number was cut in half for the first quarter of this year. Could you give us any color on that just for how that shaped up in the second quarter?

Sure, Katie. It’s actually pretty similar in the second quarter. I think the numbers were about 45% of our fleet were unprofitable a year ago and that number still is about 25% and that 21% is just largely one contract of ExpressJet that’s still out there. So, again, that’s not a lot of change from Q1.

Okay, great and just if I get started, missed what you said, these are 25% now is unprofitable and 21% of that is one contract that ExpressJet, is that right?

Really the bulk of that is one contract at ExpressJet.

Okay, thank you, so that’s 25% total?

Correct.

Thanks so much, Rob. Thanks.

Thank you. And as there are no more questions, I would like to return the call to management for any closing comments.

Okay. Thank you, Keith, this is Chip and I want to thank everyone for their interest – continued interest in SkyWest. As you can see, we are still pleased with our progress and we recognize there is still a lot of work ahead of us as we continue to differentiate SkyWest from the rest of the industry and we look forward to updating you again next quarter. Thank you.

Thank you. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.