SKYWEST INC 10-Q

Item 1. Financial Statements ​ SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) ​ ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2023 2022 CURRENT ASSETS: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 125,330 ​ $ 102,984 Marketable securities ​ 694,171 ​ 944,231 Receivables, net ​ 118,844 ​ 100,523 Inventories, net ​ 127,129 ​ 123,209 Other current assets ​ 96,522 ​ 100,334 Total current assets ​ 1,161,996 ​ 1,371,281 ​ ​ ​ ​ ​ ​ ​ PROPERTY AND EQUIPMENT: ​ ​ ​ ​ ​ ​ Aircraft and rotable spares ​ 8,254,591 ​ 8,143,614 Deposits on aircraft ​ 79,459 ​ 23,931 Buildings and ground equipment ​ 285,924 ​ 265,019 Total property and equipment, gross ​ 8,619,974 ​ 8,432,564 Less-accumulated depreciation and amortization ​ ( 3,121,549 ) ​ ( 2,884,084 ) Total property and equipment, net ​ 5,498,425 ​ 5,548,480 ​ ​ ​ ​ ​ ​ ​ OTHER ASSETS: ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 85,746 ​ ​ 151,928 Long-term receivables and other assets ​ 312,951 ​ 342,864 Total other assets ​ 398,697 ​ 494,792 Total assets ​ $ 7,059,118 ​ $ 7,414,553 ​ See accompanying notes to condensed consolidated financial statements. ​ 3 Table of Contents SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2023 2022 CURRENT LIABILITIES: ​ ​ ​ ​ ​ Current maturities of long-term debt $ 443,186 ​ $ 438,502 Accounts payable 486,731 ​ 422,001 Accrued salaries, wages and benefits 189,510 ​ 186,285 Current maturities of operating lease liabilities 19,225 ​ 71,726 Taxes other than income taxes 24,736 ​ 20,480 Other current liabilities 42,282 ​ 33,549 Total current liabilities 1,205,670 ​ 1,172,543 ​ ​ ​ ​ ​ ​ LONG-TERM DEBT, net of current maturities 2,633,707 ​ 2,941,772 ​ ​ ​ ​ ​ ​ DEFERRED INCOME TAXES PAYABLE 681,575 ​ 687,060 ​ ​ ​ ​ ​ ​ NONCURRENT OPERATING LEASE LIABILITIES 66,520 ​ 88,622 ​ ​ ​ ​ ​ ​ OTHER LONG-TERM LIABILITIES 334,948 ​ 176,925 ​ ​ ​ ​ ​ ​ COMMITMENTS AND CONTINGENCIES (Note 7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STOCKHOLDERS’ EQUITY: ​ ​ ​ ​ ​ Preferred stock, 5,000,000 shares authorized; none issued — ​ — Common stock, no par value, 120,000,000 shares authorized; 82,840,372 and 82,592,830 shares issued as of September 30, 2023, and December 31, 2022, respectively 750,133 ​ 734,426 Retained earnings 2,253,695 ​ 2,236,869 Treasury stock, at cost, 41,619,716 and 31,994,416 shares as of September 30, 2023, and December 31, 2022, respectively ( 866,946 ) ​ ( 619,862 ) Accumulated other comprehensive loss ​ ( 184 ) ​ ​ ( 3,802 ) Total stockholders’ equity 2,136,698 ​ 2,347,631 Total liabilities and stockholders’ equity $ 7,059,118 ​ $ 7,414,553 ​ See accompanying notes to condensed consolidated financial statements. ​ 4 Table of Contents SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Dollars and Shares in Thousands, Except per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 OPERATING REVENUES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Flying agreements ​ $ 741,898 ​ $ 763,514 ​ $ 2,106,130 ​ $ 2,245,351 Lease, airport services and other ​ 24,273 ​ 25,929 ​ 77,515 ​ 78,329 Total operating revenues ​ 766,171 ​ 789,443 ​ 2,183,645 ​ 2,323,680 OPERATING EXPENSES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries, wages and benefits ​ 333,017 ​ 307,727 ​ 990,659 ​ 896,347 Aircraft maintenance, materials and repairs ​ 178,465 ​ 183,182 ​ 483,182 ​ 506,478 Depreciation and amortization ​ 96,560 ​ 97,433 ​ 287,878 ​ 297,427 Aircraft fuel ​ 23,330 ​ 28,179 ​ 62,573 ​ 85,089 Airport-related expenses ​ 18,398 ​ 17,501 ​ 53,648 ​ 54,196 Aircraft rentals ​ 2,099 ​ 16,089 ​ 24,055 ​ 48,109 Other operating expenses ​ 65,011 ​ 63,756 ​ 205,203 ​ 219,808 Total operating expenses ​ 716,880 ​ 713,867 ​ 2,107,198 ​ 2,107,454 OPERATING INCOME ​ 49,291 ​ 75,576 ​ 76,447 ​ 216,226 OTHER INCOME (EXPENSE): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 11,234 ​ 6,348 ​ 31,761 ​ 9,332 Interest expense ​ ( 32,543 ) ​ ( 33,283 ) ​ ( 99,881 ) ​ ( 92,308 ) Other income (loss), net ​ ( 3,631 ) ​ 8,112 ​ 7,544 ​ 21,011 Total other expense, net ​ ( 24,940 ) ​ ( 18,823 ) ​ ( 60,576 ) ​ ( 61,965 ) INCOME BEFORE INCOME TAXES ​ 24,351 ​ 56,753 ​ 15,871 ​ 154,261 PROVISION (BENEFIT) FOR INCOME TAXES ​ 873 ​ 8,381 ​ ( 955 ) ​ 34,204 NET INCOME ​ $ 23,478 ​ $ 48,372 ​ $ 16,826 ​ $ 120,057 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BASIC EARNINGS PER SHARE ​ $ 0.56 ​ $ 0.96 ​ $ 0.37 ​ $ 2.38 DILUTED EARNINGS PER SHARE ​ $ 0.55 ​ $ 0.96 ​ $ 0.37 ​ $ 2.37 Weighted average common shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 41,826 ​ 50,593 ​ 45,018 ​ 50,531 Diluted ​ 42,580 ​ 50,636 ​ 45,540 ​ 50,636 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ COMPREHENSIVE INCOME: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 23,478 ​ $ 48,372 ​ $ 16,826 ​ $ 120,057 Net unrealized appreciation (depreciation) on marketable securities, net of taxes ​ 624 ​ ( 2,624 ) ​ 3,618 ​ ( 4,569 ) TOTAL COMPREHENSIVE INCOME ​ $ 24,102 ​ $ 45,748 ​ $ 20,444 ​ $ 115,488 ​ See accompanying notes to condensed consolidated financial statements ​ 5 Table of Contents SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Treasury Stock ​ Comprehensive ​ ​ ​ ​ ​ Shares ​ Amount ​ Earnings ​ Shares ​ Amount ​ Loss ​ Total Balance at December 31, 2022 82,593 ​ $ 734,426 ​ $ 2,236,869 ( 31,994 ) ​ $ ( 619,862 ) ​ $ ( 3,802 ) ​ $ 2,347,631 Net loss — ​ — ​ ( 22,071 ) — ​ — ​ — ​ ​ ( 22,071 ) Exercise of common stock options and vested employee stock awards 130 ​ ​ 57 ​ — — ​ — ​ — ​ 57 Employee income tax paid on vested equity awards ​ — ​ ​ — ​ ​ — ​ ( 32 ) ​ ​ ( 585 ) ​ ​ — ​ ​ ( 585 ) Sale of common stock under employee stock purchase plan 78 ​ ​ 1,218 ​ — — ​ — ​ — ​ 1,218 Stock based compensation expense — ​ 4,329 ​ — — ​ — ​ — ​ ​ 4,329 Treasury stock purchases ​ — ​ — ​ — ( 5,067 ) ​ ( 100,001 ) ​ — ​ ​ ( 100,001 ) Net unrealized appreciation on marketable securities, net of tax of $ 476 ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,480 ​ ​ 1,480 Balance at March 31, 2023 ​ 82,801 ​ $ 740,030 ​ $ 2,214,798 ​ ( 37,093 ) ​ $ ( 720,448 ) ​ $ ( 2,322 ) ​ $ 2,232,058 Net income — ​ — ​ 15,419 — ​ — ​ — ​ ​ 15,419 Stock based compensation expense ​ — ​ 4,246 ​ — — ​ — ​ — ​ ​ 4,246 Treasury stock purchases ​ — ​ — ​ — ( 3,335 ) ​ ( 95,998 ) ​ — ​ ​ ( 95,998 ) Net unrealized appreciation on marketable securities, net of tax of $ 488 ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,514 ​ ​ 1,514 Balance at June 30, 2023 82,801 ​ $ 744,276 ​ $ 2,230,217 ( 40,428 ) ​ $ ( 816,446 ) ​ $ ( 808 ) ​ $ 2,157,239 Net income — ​ — ​ 23,478 — ​ — ​ — ​ ​ 23,478 Sale of common stock under employee stock purchase plan 39 ​ ​ 1,536 ​ — — ​ — ​ — ​ 1,536 Stock based compensation expense ​ — ​ 4,321 ​ — — ​ — ​ — ​ ​ 4,321 Treasury stock purchases ​ — ​ — ​ — ( 1,192 ) ​ ( 50,500 ) ​ — ​ ​ ( 50,500 ) Net unrealized appreciation on marketable securities, net of tax of $ 201 ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 624 ​ ​ 624 Balance at September 30, 2023 82,840 ​ $ 750,133 ​ $ 2,253,695 ( 41,620 ) ​ $ ( 866,946 ) ​ $ ( 184 ) ​ $ 2,136,698 ​ See accompanying notes to condensed consolidated financial statements. ​ 6 Table of Contents SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Treasury Stock ​ Comprehensive ​ ​ ​ ​ ​ Shares ​ Amount ​ Earnings ​ Shares ​ Amount ​ Loss ​ Total Balance at December 31, 2021 82,336 ​ $ 722,310 ​ $ 2,163,916 ( 31,956 ) ​ $ ( 618,712 ) ​ $ — ​ $ 2,267,514 Net income — ​ — ​ 17,734 — ​ — ​ ​ — ​ 17,734 Exercise of common stock options and vested employee stock awards 139 ​ ​ 27 ​ — — ​ — ​ ​ — ​ 27 Employee income tax paid on vested equity awards ​ — ​ ​ — ​ ​ — ​ ( 37 ) ​ ​ ( 1,123 ) ​ ​ — ​ ​ ( 1,123 ) Sale of common stock under employee stock purchase plan 40 ​ ​ 1,487 ​ — — ​ — ​ ​ — ​ 1,487 Stock based compensation expense ​ — ​ ​ 4,076 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 4,076 Balance at March 31, 2022 ​ 82,515 ​ $ 727,900 ​ $ 2,181,650 ​ ( 31,993 ) ​ $ ( 619,835 ) ​ $ — ​ $ 2,289,715 Net income — ​ — ​ 53,951 — ​ — ​ ​ — ​ 53,951 Stock based compensation expense ​ — ​ ​ 3,310 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 3,310 Net unrealized depreciation on marketable securities, net of tax of $ 628 ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,945 ) ​ ​ ( 1,945 ) Balance at June 30, 2022 ​ 82,515 ​ $ 731,210 ​ $ 2,235,601 ​ ( 31,993 ) ​ $ ( 619,835 ) ​ $ ( 1,945 ) ​ $ 2,345,031 Net income — ​ — ​ 48,372 — ​ — ​ ​ — ​ 48,372 Exercise of common stock options and vested employee stock awards 11 ​ ​ 115 ​ — — ​ — ​ ​ — ​ 115 Employee income tax paid on vested equity awards ​ — ​ ​ — ​ ​ — ​ ( 1 ) ​ ​ ( 27 ) ​ ​ — ​ ​ ( 27 ) Sale of common stock under employee stock purchase plan 66 ​ ​ 1,329 ​ — — ​ — ​ ​ — ​ 1,329 Stock based compensation expense ​ — ​ ​ 3,752 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 3,752 Net unrealized depreciation on marketable securities, net of tax of $ 843 ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,624 ) ​ ​ ( 2,624 ) Balance at September 30, 2022 82,592 ​ $ 736,406 ​ $ 2,283,973 ( 31,994 ) ​ $ ( 619,862 ) ​ $ ( 4,569 ) ​ $ 2,395,948 ​ See accompanying notes to condensed consolidated financial statements. ​ 7 Table of Contents ​ SKYWEST, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, ​ 2023 2022 NET CASH PROVIDED BY OPERATING ACTIVITIES ​ $ 511,907 ​ $ 343,535 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ Purchases of marketable securities ​ ( 982,331 ) ​ ( 1,758,125 ) Sales of marketable securities ​ 1,236,009 ​ 1,390,198 Acquisition of property and equipment: ​ ​ ​ ​ ​ ​ Aircraft and rotable spare parts ​ ( 151,600 ) ​ ( 522,683 ) Buildings and ground equipment ​ ( 13,978 ) ​ ( 11,365 ) Proceeds from the sale of property and equipment ​ 6,574 ​ 8,494 Deposits on aircraft ​ ​ ( 55,528 ) ​ ​ ( 37,100 ) Aircraft deposits applied towards acquired aircraft ​ ​ — ​ ​ 115,085 Decrease (increase) in other assets ​ 21,857 ​ ( 49,073 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ​ 61,003 ​ ( 864,569 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ Proceeds from issuance of long-term debt ​ 25,000 ​ 601,389 Principal payments on long-term debt ​ ( 331,183 ) ​ ( 299,785 ) Payment of debt issuance cost ​ ​ ( 108 ) ​ ​ ( 1,949 ) Net proceeds from issuance of common stock ​ 2,811 ​ 2,958 Employee income tax paid on vested equity awards ​ ​ ( 585 ) ​ ​ ( 1,150 ) Purchase of treasury stock ​ ( 246,499 ) ​ — NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ​ ( 550,564 ) ​ 301,463 ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and cash equivalents ​ 22,346 ​ ​ ( 219,571 ) Cash and cash equivalents at beginning of period ​ 102,984 ​ ​ 258,421 CASH AND CASH EQUIVALENTS AT END OF PERIOD ​ $ 125,330 ​ $ 38,850 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Acquisition of property and equipment ​ $ 16,614 ​ $ 15,801 Derecognition of right of use assets ​ $ ( 39,247 ) ​ $ — Derecognition of operating lease liabilities ​ $ 39,247 ​ $ — Cash paid during the period for: ​ ​ ​ ​ ​ ​ Interest, net of capitalized amounts ​ $ 98,196 ​ $ 92,230 Income taxes ​ $ 9,184 ​ $ 356 ​ See accompanying notes to condensed consolidated financial statements. ​ 8 Table of Contents SKYWEST, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ​ ( 1) Condensed Consolidated Financial Statements Basis of Presentation The condensed consolidated financial statements of SkyWest, Inc. (“SkyWest” or the “Company”), its operating subsidiary SkyWest Airlines, Inc. (“SkyWest Airlines”), its leasing subsidiary SkyWest Leasing, Inc. (“SkyWest Leasing”) and its charter service subsidiary SkyWest Charter, LLC (“SWC”) included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company formed SWC in 2022, with the intent to offer on-demand charter service and public charter service to underserved communities in the United States. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Due in part to the uncertain rate of recovery from workforce shortages, in addition to other factors, the results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. (2) Flying Agreements Revenue and Lease, Airport Services and Other Revenues The Company recognizes revenue under its flying agreements and airport services and other service agreements when the service is provided under the applicable agreement. The Company recognizes revenue under its lease agreements ratably over the applicable lease term. Under the Company’s fixed-fee arrangements (referred to as “capacity purchase” agreements) with United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”), the major airline partner generally pays the Company a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month with additional incentives based on flight completion and on-time performance. The major airline partner also directly pays for or reimburses the Company for certain direct expenses incurred under the capacity purchase agreement, such as fuel, airport landing fees and airport rents. Under the capacity purchase agreements, the Company’s performance obligation is met when each flight is completed, measured in completed block hours, and is reflected in flying agreements revenue. The transaction price for the capacity purchase agreements is determined from the fixed-fee consideration, incentive consideration and directly reimbursed expenses earned as flights are completed over the agreement term. For the nine months ended September 30, 2023 and 2022, capacity purchase agreements represented approximately 87.2 % and 88.0 % of the Company’s flying agreements revenue, respectively. Under the Company’s prorate arrangements (also referred to as “prorate” or “revenue-sharing” agreements), the major airline partner and the Company negotiate a passenger fare proration formula, pursuant to which the Company receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on a Company airline and the other portion of their trip on the major airline partner. Under the Company’s prorate flying agreements, the performance obligation is met and revenue is recognized when each flight is completed based upon the portion of the prorate passenger fare the Company determines that it will receive for each completed flight. The transaction price for the prorate agreements is determined from the proration formula derived from each passenger ticket amount on each 9 Table of Contents completed flight over the agreement term. Certain routes under the Company’s prorate arrangements are subsidized by the U.S. Department of Transportation under the Essential Air Service (“EAS”) program, a program created to ensure small communities in the United States maintain a minimum level of scheduled air service. The EAS contracts are generally two years in duration and the Company recognizes EAS revenue on a per-completed-flight basis pursuant to the terms of each contract. For the nine months ended September 30, 2023 and 2022, prorate flying agreements represented approximately 12.8 % and 12.0 % of the Company’s flying agreements revenue, respectively. The following table represents the Company’s flying agreements revenue by type for the three and nine months ended September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, ​ For the nine months ended September 30, ​ 2023 2022 ​ 2023 2022 Capacity purchase agreements flight operations revenue (non-lease component) ​ $ 511,929 ​ $ 534,781 ​ $ 1,479,987 ​ $ 1,589,128 Capacity purchase agreements fixed aircraft lease revenue ​ ​ 73,794 ​ ​ 133,989 ​ ​ 222,316 ​ ​ 387,576 Capacity purchase agreements variable aircraft lease revenue ​ 46,495 ​ — ​ 134,584 ​ — Prorate agreements revenue ​ 109,680 ​ 94,744 ​ 269,243 ​ 268,647 Flying agreements revenue ​ $ 741,898 ​ $ 763,514 ​ $ 2,106,130 ​ $ 2,245,351 ​ The Company allocates the total consideration received under its capacity purchase agreements between lease and non-lease components based on stand-alone selling prices. A portion of the Company’s compensation under its capacity purchase agreements is designed to reimburse the Company for certain aircraft ownership costs. The consideration for aircraft ownership costs varies by agreement but is intended to cover either the Company’s aircraft principal and interest debt service costs, its aircraft depreciation and interest expense or its aircraft lease expense costs while the aircraft is under contract. The consideration received for the use of the aircraft under the Company’s capacity purchase agreements is accounted for as lease revenue, inasmuch as the agreements identify the “right of use” of a specific type and number of aircraft over a stated period of time. The lease revenue associated with the Company’s capacity purchase agreements is accounted for as an operating lease and is reflected as flying agreements revenue on the Company’s consolidated statements of comprehensive income. During the three months ended December 31, 2022, the Company amended certain of its capacity purchase agreements resulting in a portion of the Company’s aircraft lease revenue becoming variable beginning in the fourth quarter of 2022. Additionally, as a result of these capacity purchase agreement amendments executed in 2022, during the nine months ended September 30, 2023, the Company deferred recognizing lease revenue on $ 59.3 million of the allocated fixed monthly lease payments received during the nine months ended September 30, 2023, under the straight-line method. The Company has not separately stated aircraft rental income and aircraft rental expense in the consolidated statement of comprehensive income because the use of the aircraft is not a separate activity of the total service provided under the capacity purchase agreements. A portion of the Company’s compensation under its capacity purchase agreements relates to operating the aircraft, identified as the non-lease component of the capacity purchase agreement. The Company recognizes revenue attributed to the non-lease component received as fixed-fees for each departure, flight hour or block hour on an as-completed basis for each reporting period. The Company recognizes revenue attributed to the non-lease component received as fixed monthly payments per aircraft proportionate to the number of block hours completed during each reporting period, relative to the estimated number of block hours the Company anticipates completing over the remaining contract term. Accordingly, the Company’s revenue recognition will likely vary from the timing of cash receipts under the Company’s capacity purchase agreements. The Company refers to cash received under its capacity purchase agreements prior to recognizing revenue as “deferred revenue,” and the Company refers to revenue recognized prior to billing its major airline partners under its capacity purchase agreements as “unbilled revenue” for each reporting period. During the nine months ended September 30, 2023, the Company deferred recognizing revenue on $ 111.9 million of fixed monthly payments under certain agreements and decreased unbilled revenue by $ 8.7 million under certain other agreements, compared to recognizing $ 25.8 million of previously deferred revenue and $ 14.4 million of unbilled revenue during the nine months ended September 30, 2022. 10 Table of Contents The Company’s total deferred revenue balance as of September 30, 2023 was $ 315.9 million, including $ 10.0 million in other current liabilities and $ 305.9 million in other long-term liabilities. The Company’s unbilled revenue balance was $ 11.2 million as of September 30, 2023, including $ 3.4 million in other current assets and $ 7.8 million in other long-term assets. The Company’s deferred revenue balance was $ 144.7 million as of December 31, 2022, including $ 5.2 million in other current liabilities and $ 139.5 million in other long-term liabilities. The Company’s unbilled revenue balance was $ 19.9 million as of December 31, 2022, including $ 9.9 million in other current assets and $ 10.0 million in other long-term assets. The Company’s capacity purchase and prorate agreements include weekly provisional cash payments from the respective major airline partner based on a projected level of flying each month. The Company and each major airline partner subsequently reconcile these payments to the actual completed flight activity on a monthly or quarterly basis. As of September 30, 2023, the Company had 493 aircraft in scheduled service or under contract pursuant to code-share agreements. The following table summarizes the significant provisions of each code-share agreement the Company has with each major airline partner through SkyWest Airlines: ​ ​ ​ ​ ​ ​ ​ ​ United Express Agreements Agreement Aircraft type Number of Aircraft Term / Termination Dates United Express Agreements (capacity purchase agreement) ​ • E175 • CRJ 700 • CRJ 200 ​ 90 19 70 ​ • Individual aircraft have scheduled removal dates from 2024 to 2029 United Express Prorate Agreement (prorate agreement) ​ • CRJ 200 ​ 19 * ​ • Terminable with 120-days’ notice Total under United Express Agreements ​ ​ ​ 198 ​ ​ ​ Delta Connection Agreements Agreement Aircraft type Number of Aircraft Term / Termination Dates Delta Connection Agreement (capacity purchase agreement) ​ • E175 • CRJ 900 • CRJ 700 ​ ​ 83 35 5 ​ • Individual aircraft have scheduled removal dates from 2024 to 2033 ​ ​ ​ ​ ​ ​ ​ Delta Connection Prorate Agreement (prorate agreement) ​ • CRJ 900 • CRJ 700 • CRJ 200 ​ 2 * 4 * 15 * ​ • Terminable with 30-days’ notice Total under Delta Connection Agreements ​ ​ ​ 144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ American Capacity Purchase Agreement Agreement Aircraft type Number of Aircraft Term / Termination Dates American Agreement (capacity purchase agreement) ​ • E175 • CRJ 700 ​ 20 89 ​ • Individual aircraft have scheduled removal dates from 2024 to 2032 Total under American Agreement ​ ​ ​ 109 ​ ​ ​ ​ Alaska Capacity Purchase Agreement Agreement Aircraft type Number of Aircraft Term / Termination Dates Alaska Agreement (capacity purchase agreement) ​ • E175 ​ 42 ​ • Individual aircraft have scheduled removal dates from 2030 to 2034 * The Company’s prorate agreements are based on specific routes, not a specific aircraft count. The number of aircraft listed above for each prorate agreement approximates the number of aircraft the Company uses to serve the prorate routes. 11 Table of Contents In addition to the contractual arrangements described above, as of September 30, 2023, SkyWest Airlines has a capacity purchase agreement with Delta to place a total of three additional E175 regional jet aircraft (“E175”) from Embraer, S.A. (“Embraer”) into service, with delivery dates currently s cheduled in 2023 and 2024. SkyWest Airlines has a capacity purchase agreement with United to place 19 E175 aircraft into service with delivery dates currently scheduled in 2024, 2025 and 2026. SkyWest Airlines also has a capacity purchase agreement with Alaska to place one additional E175 aircraft into service with a delivery date currently scheduled for 2025. Final delivery and in-service dates for aircraft to be placed under contract may be adjusted based on various factors. When an aircraft is scheduled to be removed from a capacity purchase arrangement, the Company may, as practical under the circumstances, negotiate an extension with the respective major airline partner, negotiate the placement of the aircraft with another major airline partner, return the aircraft to the major airline partner when the aircraft is leased from the major airline partner, place owned aircraft for sale or pursue other uses for the aircraft. Other uses for the aircraft may include placing the aircraft in a prorate agreement, leasing the aircraft to a third party or disassembling aircraft components such as the engines and parts to be used as spare inventory or to lease the engines to a third party. Lease, airport services and other revenues primarily consist of revenue generated from aircraft and spare engines leased to third parties and airport customer services, such as gate and ramp agent services at applicable airports where the Company has agreements with third parties. The following table represents the Company’s lease, airport services and other revenues for the three and nine months ended September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, ​ For the nine months ended September 30, ​ ​ 2023 2022 ​ 2023 2022 Operating lease revenue ​ $ 16,091 ​ $ 15,928 ​ $ 49,442 ​ $ 48,933 ​ Airport customer service and other revenue ​ ​ 8,182 ​ ​ 10,001 ​ ​ 28,073 ​ ​ 29,396 ​ Lease, airport services and other ​ $ 24,273 ​ $ 25,929 ​ $ 77,515 ​ $ 78,329 The following table summarizes future minimum rental income under operating leases primarily related to leased aircraft and engines that had remaining non-cancelable lease terms as of September 30, 2023 (in thousands): ​ ​ ​ ​ October 2023 through December 2023 $ 11,405 2024 ​ 45,535 2025 ​ 40,565 2026 ​ 34,998 2027 ​ 34,977 Thereafter ​ 86,296 Total future minimum rental income under operating leases ​ $ 253,776 ​ Of the Company’s $ 5.5 billion of net property and equipment as of September 30, 2023, $ 206.1 million of regional jet aircraft and spare engines were leased to third parties under operating leases. The Company’s mitigation strategy for the residual asset risks of these assets includes leasing aircraft and engine types that can be operated by the Company in the event of a default. Additionally, the operating leases typically have specified lease return condition requirements paid by the lessee to the Company and the Company typically maintains inspection rights under the leases. The transaction price for airport customer service agreements is determined from an agreed-upon rate by location applied to the applicable number of flights handled by the Company over the agreement term. The Company’s operating revenues could be impacted by several factors, including changes to the Company’s code-share agreements with its major airline partners, changes in flight schedules, contract modifications resulting from contract renegotiations, the Company’s ability to earn incentive payments contemplated under the Company’s code-share agreements and settlement of reimbursement disputes with the Company’s major airline partners. Other ancillary revenues commonly associated with airlines, such as baggage fee revenue, ticket change fee revenue and the marketing component of the sale of mileage credits, are retained by the Company’s major airline partners on flights that the Company operates under its code-share agreements. 12 Table of Contents Allowance for credit losses The Company monitors publicly available credit ratings for entities for which the Company has a significant receivable balance. As of September 30, 2023, the Company had gross receivables of $ 136.3 million in current assets and gross receivables of $ 200.0 million in other long-term assets. The Company has established credit loss reserves based on publicly available historic default rates issued by a third party for companies with similar credit ratings, factoring in the term of the respective accounts receivable or notes receivable. During the nine months ended September 30, 2023, the Company wrote-off a $ 3.6 million receivable that was fully reserved as of December 31, 2022. There were no other significant changes in the outstanding accounts receivable, notes receivable or credit ratings of the entities. The following table summarizes the changes in allowance for credit losses: ​ ​ ​ ​ ​ Allowance for Credit Losses Balance at December 31, 2022 ​ $ 37,385 Adjustments to credit loss reserves ​ ( 1,789 ) Write-offs charged against allowance ​ ( 3,570 ) Balance at September 30, 2023 ​ $ 32,026 ​ ​ (3) Stock-Based Compensation During the nine months ended September 30, 2023, the Company granted 125,780 restricted stock units and 391,810 performance shares to certain employees of the Company under the SkyWest, Inc. 2019 Long-Term Incentive Plan. Both the restricted stock units and performance shares have a three-year vesting period, during which the recipient must remain employed with the Company. The number of performance shares awardable from the 2023 grants can range from 0 % to 250 % of the original amount granted depending on the Company’s performance over three one-year measurement periods against the pre-established targets. Upon vesting, each restricted stock unit and performance share will be replaced with one share of common stock. The weighted average fair value of these restricted stock units and performance shares on their date of grant was $ 18.65 per share . During the nine months ended September 30, 2023, the Company did not grant any options to purchase shares of common stock to employees. Additionally, during the nine months ended September 30, 2023, the Company granted 37,534 fully vested shares of common stock to the Company’s directors at a grant date fair value of $ 18.65 . The Company accounts for forfeitures of restricted stock units and performance shares when forfeitures occur. The estimated fair value of the restricted stock units and performance shares is amortized over the applicable vesting periods. Stock-based compensation expense for the performance shares is based on the Company’s anticipated outcome of achieving the performance metrics. During the nine months ended September 30, 2023 and 2022, the Company recorded pre-tax stock-based compensation expense of $ 12.9 million and $ 11.1 million, respectively. ( 4) Stock Repurchase The Company’s Board of Directors has adopted stock repurchase programs in both February 2019 and May 2023, which authorize the Company to repurchase shares of the Company’s common stock in the public market or in private transactions, from time to time, at prevailing prices. The Company’s February 2019 stock repurchase program authorized the repurchase of up to $ 250.0 million of the Company’s common stock. In May 2023, the Company’s Board of Directors authorized the repurchase of up to $ 250.0 million of the Company’s common stock, superseding the February 2019 authorization. At September 30, 2023, $ 135.9 million remains available under the May 2023 authorization. During the nine months ended September 30, 2023, the Company repurchased 9.6 million shares of common stock for $ 244.1 million at a weighted average price per share of $ 25.44 . The Company also recorded $ 2.4 million of excise tax related to the stock repurchases as Treasury Stock in the Company’s Stockholders Equity for the nine months ended September 30, 2023. The Company did not have any stock repurchases during the nine months ended September 30, 2022. 13 Table of Contents (5) Net Income Per Common Share Basic net income per common share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. Securities that could potentially dilute Basic EPS in the future, and which were excluded from the calculation of Diluted EPS because inclusion of such share would be anti-dilutive, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 ​ 2022 2023 ​ 2022 PSP1 and Treasury Loan Warrants (1) ​ ​ — ​ ​ 582 ​ ​ 194 ​ ​ 388 PSP2 Warrants (2) ​ ​ — ​ ​ 125 ​ ​ 83 ​ ​ 125 PSP3 Warrants (3) ​ ​ 78 ​ ​ 78 ​ ​ 78 ​ ​ 78 Employee Stock Awards ​ ​ — ​ ​ 308 ​ ​ 20 ​ ​ 124 Total antidilutive securities ​ 78 ​ 1,093 ​ 375 ​ 715 (1) Pursuant to the payroll support program established under the Coronavirus Aid, Relief, and Economic Security (CARES) Act (“PSP1”) and Loan and Guarantee Agreement with the U.S. Department of the Treasury (“U.S. Treasury”), SkyWest issued to U.S. Treasury warrants to purchase shares of SkyWest common stock for an exercise price of $ 28.38 per share. (2) Pursuant to the payroll support program established under the Consolidated Appropriations Act, 2021 (“PSP2”), SkyWest issued to U.S. Treasury warrants to purchase shares of SkyWest common stock for an exercise price of $ 40.41 per share. (3) Pursuant to the payroll support program established under the American Rescue Plan Act of 2021 (“PSP3”), SkyWest issued to U.S. Treasury warrants to purchase shares of SkyWest common stock for an exercise price of $ 57.47 per share. Additionally, during the nine months ended September 30, 2023 and 2022, 422,000 and 334,000 performance shares (at target performance) were excluded from the computation of Diluted EPS because the Company had not achieved the minimum target thresholds for the nine months ended September 30, 2023 and 2022, respectively. The calculation of the weighted average number of shares of common stock outstanding for Basic EPS and Diluted EPS are as follows for the periods indicated (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 ​ 2022 2023 ​ 2022 Numerator: ​ ​ ​ ​ ​ Net income ​ $ 23,478 ​ $ 48,372 ​ $ 16,826 ​ $ 120,057 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share weighted average shares ​ 41,826 ​ 50,593 ​ 45,018 ​ 50,531 Dilutive effect of employee stock awards and warrants ​ 754 ​ 43 ​ 522 ​ 105 Diluted earnings per share weighted average shares ​ 42,580 ​ 50,636 ​ 45,540 ​ 50,636 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 0.56 ​ $ 0.96 ​ $ 0.37 ​ $ 2.38 Diluted earnings per share ​ $ 0.55 ​ $ 0.96 ​ $ 0.37 ​ $ 2.37 ​ ​ 14 Table of Contents (6) Segment Reporting The Company’s two reporting segments consist of (1) the operations of SkyWest Airlines and SWC (collectively, “SkyWest Airlines and SWC”) and (2) SkyWest Leasing activities. The Company’s chief operating decision maker analyzes the profitability of operating new aircraft financed through the issuance of debt, including the Company’s E175 fleet, separately from the profitability of the Company’s capital deployed for ownership and financing of such aircraft. The SkyWest Airlines and SWC segment includes revenue earned under the applicable capacity purchase agreements attributed to operating such aircraft and the respective operating costs and revenue and operating expenses attributed to charter flight services. The SkyWest Leasing segment includes applicable revenue earned under the applicable capacity purchase agreements attributed to the ownership of new aircraft acquired through the issuance of debt and the respective depreciation and interest expense of such aircraft. The SkyWest Leasing segment also includes the activity of leasing regional jet aircraft and spare engines to third parties and other activities. The SkyWest Leasing segment’s total assets and capital expenditures include new aircraft acquired through the issuance of debt and assets leased to third parties. Additionally, aircraft removed from SkyWest Airlines’ operations and held for sale are included in the SkyWest Leasing segment. The following represents the Company’s segment data for the three-month periods ended September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2023 ​ ​ SkyWest Airlines ​ SkyWest ​ ​ ​ and SWC Leasing Consolidated Operating revenues (1) ​ $ 626,780 ​ $ 139,391 ​ $ 766,171 Operating expense ​ 652,599 ​ 64,281 ​ 716,880 Depreciation and amortization expense ​ 37,320 ​ 59,240 ​ 96,560 Interest expense ​ 4,450 ​ 28,093 ​ 32,543 Segment profit (loss) (2) ​ ( 30,269 ) ​ 47,017 ​ 16,748 Total assets (as of September 30, 2023) ​ 2,557,850 ​ 4,501,268 ​ 7,059,118 Capital expenditures (including non-cash) ​ 33,436 ​ 14,816 ​ 48,252 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2022 ​ ​ SkyWest Airlines ​ SkyWest ​ ​ ​ and SWC Leasing Consolidated Operating revenues (1) ​ $ 651,494 ​ $ 137,949 ​ $ 789,443 Operating expense ​ 649,466 ​ 64,401 ​ 713,867 Depreciation and amortization expense ​ 43,787 ​ 53,646 ​ 97,433 Interest expense ​ 4,067 ​ 29,216 ​ 33,283 Segment profit (loss) (2) ​ ( 2,039 ) ​ 44,332 ​ 42,293 Total assets (as of September 30, 2022) ​ 2,973,223 ​ 4,480,981 ​ 7,454,204 Capital expenditures (including non-cash) ​ 12,419 ​ 208,667 ​ 221,086 (1) Prorate revenue and airport customer service revenue are included in the SkyWest Airlines and SWC segment. (2) Segment profit (loss) is equal to operating income less interest expense. 15 Table of Contents The following represents the Company’s segment data for the nine-month periods ended September 30, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, 2023 ​ ​ SkyWest Airlines ​ SkyWest ​ ​ ​ and SWC Leasing Consolidated Operating revenues (1) ​ $ 1,781,429 ​ $ 402,216 ​ $ 2,183,645 Operating expense ​ 1,910,481 ​ 196,717 ​ 2,107,198 Depreciation and amortization expense ​ 113,544 ​ 174,334 ​ 287,878 Interest expense ​ 13,207 ​ 86,674 ​ 99,881 Segment profit (loss) (2) ​ ( 142,259 ) ​ 118,825 ​ ( 23,434 ) Total assets (as of September 30, 2023) ​ 2,557,850 ​ 4,501,268 ​ 7,059,118 Capital expenditures (including non-cash) ​ 80,156 ​ 102,036 ​ 182,192 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, 2022 ​ ​ SkyWest Airlines ​ SkyWest ​ ​ ​ and SWC Leasing Consolidated Operating revenues (1) ​ $ 1,918,746 ​ $ 404,934 ​ $ 2,323,680 Operating expense ​ 1,906,739 ​ 200,715 ​ 2,107,454 Depreciation and amortization expense ​ 136,463 ​ 160,964 ​ 297,427 Interest expense ​ 8,506 ​ 83,802 ​ 92,308 Segment profit (2) ​ 3,501 ​ 120,417 ​ 123,918 Total assets (as of September 30, 2022) ​ 2,973,223 ​ ​ 4,480,981 ​ 7,454,204 Capital expenditures (including non-cash) ​ 65,125 ​ ​ 484,724 ​ 549,849 (1) Prorate revenue and airport customer service revenue are included in the SkyWest Airlines and SWC segment. (2) Segment profit (loss) is equal to operating income less interest expense. (7) Leases, Commitments, Guarantees and Contingencies The Company leases property and equipment under operating leases. For leases with durations longer than 12 months, the Company recorded the related operating lease right-of-use asset and operating lease liability at the present value of lease payments over the term. The Company used its incremental borrowing rate to discount the lease payments based on information available at lease commencement. Aircraft During the nine months ended September 30, 2023, the Company acquired 35 CRJ aircraft under early lease buyout arrangements with the lessors for $ 142.4 million, which included three CRJ aircraft acquired during the three months ended September 30, 2023. The aircraft were in the Company’s operating fleet when the lease buyouts occurred. As of September 30, 2023, excluding aircraft financed by the Company’s major airline partners that the Company operates for them under contract, the Company leased eight aircraft under long-term lease agreements with remaining terms ranging from six to seven years . Airport facilities The Company has operating leases for facility space including airport terminals, office space, cargo warehouses and maintenance facilities. The Company generally leases this space from government agencies that control the use of the various airports. The remaining lease terms for facility space vary from one month to 33 years . The Company’s operating leases with lease rates that are variable based on airport operating costs, use of the facilities or other variable factors are excluded from the Company’s right-of-use assets and operating lease liabilities in accordance with accounting guidance. 16 Table of Contents Leases As of September 30, 2023, the Company’s right-of-use assets were $ 85.7 million, the Company’s current maturities of operating lease liabilities were $ 19.2 million, and the Company’s noncurrent lease liabilities were $ 66.5 million. During the nine months ended September 30, 2023, the Company paid $ 26.2 million under operating leases reflected as a reduction from operating cash flows. The table below presents lease related terms and discount rates as of September 30, 2023: ​ ​ ​ ​ ​ Weighted-average remaining lease term for operating leases 10 years Weighted-average discount rate for operating leases 6.1 % ​ The Company’s lease costs for the three and nine months ended September 30, 2023 and 2022 included the following components (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, ​ For the nine months ended September 30, ​ 2023 2022 2023 2022 Operating lease cost ​ $ 7,959 ​ $ 21,697 ​ $ 40,764 ​ $ 65,360 Variable and short-term lease cost ​ 868 ​ 765 ​ 2,205 ​ 2,588 Sublease income ​ ​ ( 1,350 ) ​ ​ ( 1,845 ) ​ ​ ( 4,051 ) ​ ​ ( 5,492 ) Total lease cost ​ $ 7,477 ​ $ 20,617 $ 38,918 ​ $ 62,456 ​ As of September 30, 2023, the Company leased aircraft, airport facilities, office space and other property and equipment under non-cancelable operating leases, which are generally on a long-term, triple-net lease basis pursuant to which the Company pays taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. The Company expects that, in the normal course of business, such operating leases that expire may be renewed or replaced by other leases, or the property may be purchased rather than leased. The following table summarizes future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms as of September 30, 2023 (in thousands): ​ ​ ​ ​ October 2023 through December 2023 $ 5,044 2024 ​ 19,553 2025 ​ 16,240 2026 ​ 13,511 2027 ​ 12,316 Thereafter ​ 54,367 Total future minimum operating lease payments ​ $ 121,031 As of September 30, 2023, the Company had a firm purchase commitment for 23 E175 aircraft from Embraer with anticipated delivery dates through 2026. 17 Table of Contents The following table summarizes the Company’s commitments and obligations as noted for each of the next five years and thereafter (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Oct - Dec 2023 2024 2025 2026 2027 Thereafter Operating lease payments for aircraft and facility obligations ​ $ 121,031 ​ $ 5,044 ​ $ 19,553 ​ $ 16,240 ​ $ 13,511 ​ $ 12,316 ​ $ 54,367 Firm aircraft and spare engine commitments ​ 676,802 ​ ​ 66,170 ​ ​ 143,513 ​ ​ 230,709 ​ ​ 236,410 ​ ​ — ​ ​ — Interest commitments (1) ​ 489,412 ​ ​ 29,818 ​ ​ 116,197 ​ ​ 96,080 ​ ​ 76,496 ​ ​ 54,848 ​ ​ 115,973 Principal maturities on long-term debt ​ 3,102,315 ​ ​ 116,693 ​ ​ 444,128 ​ ​ 529,014 ​ ​ 507,787 ​ ​ 461,378 ​ ​ 1,043,315 Total commitments and obligations ​ $ 4,389,560 ​ $ 217,725 ​ $ 723,391 ​ $ 872,043 ​ $ 834,204 ​ $ 528,542 ​ $ 1,213,655 (1) At September 30, 2023, the Company’s long-term debt had fixed interest rates. Guarantees In 2022, the Company agreed to guarantee $ 19.8 million of debt for a 14 CFR Part 135 air carrier. The debt is secured by the Part 135 air carrier’s aircraft and engines and has a five-year term. The purpose of the arrangement is to increase the potential number of commercial pilots in the Company’s hiring pipeline. In exchange for providing the guarantee, the Company received 6.5 % of the guaranteed amount as consideration, payable in the estimated value of common stock of the Part 135 air carrier. During the three months ended September 30, 2023, the Company sold all of its shares of common stock of the Part 135 air carrier and recorded a gain of $ 0.5 million in “Other income (loss), net” on the Company’s consolidated statements of comprehensive income. The Company also recorded the estimated credit loss associated with the guarantee based on publicly available historical default rates issued by a third party for companies with similar credit ratings, factoring the collateral and guarantee term. (8) Fair Value Measurements The Company holds certain assets that are required to be measured at fair value in accordance with GAAP. The Company determined the fair value of these assets based on the following three levels of inputs: ​ ​ ​ ​ ​ Level 1 ​ — ​ Quoted prices in active markets for identical assets or liabilities. Level 2 ​ — ​ Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities. Level 3 ​ — ​ Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions. 18 Table of Contents ​ As of September 30, 2023, and December 31, 2022, the Company held certain assets that are required to be measured at fair value on a recurring basis. The Company’s assets measured at fair value on a recurring basis are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of September 30, 2023 ​ Total Level 1 Level 2 Level 3 Marketable Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bonds and bond funds ​ $ 633,538 ​ $ — ​ $ 633,538 ​ $ — Commercial paper ​ 60,633 ​ — ​ 60,633 ​ — ​ ​ $ 694,171 ​ $ — ​ $ 694,171 ​ $ — Investments in Other Companies ​ ​ 18,465 ​ ​ 4,380 ​ ​ — ​ ​ 14,085 Cash and Cash Equivalents ​ ​ 125,330 ​ ​ 125,330 ​ ​ — ​ ​ — Total Assets Measured at Fair Value ​ $ 837,966 ​ $ 129,710 ​ $ 694,171 ​ $ 14,085 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of December 31, 2022 ​ ​ Total ​ Level 1 ​ Level 2 ​ Level 3 Marketable Securities ​ ​ ​ ​ Bonds and bond funds ​ $ 624,254 ​ $ — ​ $ 624,254 ​ $ — Commercial paper ​ 319,977 ​ — ​ 319,977 ​ — ​ ​ $ 944,231 ​ $ — ​ $ 944,231 ​ $ — Investments in Other Companies ​ ​ 21,380 ​ ​ 7,200 ​ — ​ 14,180 Cash and Cash Equivalents ​ ​ 102,984 ​ ​ 102,984 ​ ​ — ​ ​ — Total Assets Measured at Fair Value ​ $ 1,068,595 ​ $ 110,184 ​ $ 944,231 ​ $ 14,180 ​ The Company’s “marketable securities” classified as Level 2 securities primarily utilize broker quotes in a non-active market for valuation of these securities. See Note 10 “Investments in Other Companies” regarding the Company’s investment in other companies, for the nine months ended September 30, 2023. The Company did not make any significant transfers of securities between Level 1, Level 2 and Level 3 during the nine months ended September 30, 2023. The Company’s policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period. As of September 30, 2023, and December 31, 2022, the Company classified $ 694.2 million and $ 944.2 million of marketable securities, respectively, as short-term because it had the intent to maintain a liquid portfolio and the ability to redeem the securities within one year . As of September 30, 2023, and December 31, 2022, the cost of the Company’s marketable securities was $ 694.4 million and $ 949.3 million, respectively. As of September 30, 2023, the Company had $ 56.7 million in held-for-sale assets included in “Other current assets” on the Company’s consolidated balance sheet related to 14 CRJ700 aircraft. The fair values were based upon observable and unobservable inputs, including a third-party valuation, market trends and conditions of the airframes and engines, considered Level 3 within the fair value hierarchy. The assumptions used to determine the fair value of the assets held for sale are subject to inherent uncertainty and could produce a wide range of outcomes, which the Company will continue to monitor in future periods as new information becomes available. The Company did not record a gain or loss associated with its assets held for sale during the nine months ended September 30, 2023. 19 Table of Contents (9) Long-term Debt Long-term debt consisted of the following as of September 30, 2023, and December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ December 31, 2022 Current portion of long-term debt $ 446,924 ​ $ 442,360 Current portion of unamortized debt issue cost, net ​ ( 3,738 ) ​ ​ ( 3,858 ) Current portion of long-term debt, net of debt issue costs $ 443,186 ​ $ 438,502 ​ ​ ​ ​ ​ ​ Long-term debt, net of current maturities $ 2,655,391 ​ $ 2,966,951 Long-term portion of unamortized debt issue cost, net ​ ( 21,684 ) ​ ​ ( 25,179 ) Long-term debt, net of current maturities and debt issue costs $ 2,633,707 ​ $ 2,941,772 ​ ​ ​ ​ ​ ​ Total long-term debt (including current portion) $ 3,102,315 ​ $ 3,409,311 Total unamortized debt issue cost, net ​ ( 25,422 ) ​ ​ ( 29,037 ) Total long-term debt, net of debt issue costs $ 3,076,893 ​ $ 3,380,274 ​ As of September 30, 2023, the Company had $ 3.1 billion of total long-term debt, which consisted of $ 2.9 billion of debt used to finance aircraft and spare engines and $ 200.6 million of unsecured debt payable to U.S. Treasury. The average effective interest rate on the Company’s debt was approximately 4.1 % at September 30, 2023. During nine months ended September 30, 2023, the Company executed a promissory note for $ 25.0 million. The promissory note has an eight -year term, is due in monthly installments, has a fixed annual interest rate of 5.6 % and is secured by spare engines. As of September 30, 2023 and December 31, 2022, the Company had $ 50.8 million and $ 59.2 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions. As of September 30, 2023, SkyWest Airlines had a $ 100.0 million line of credit. The line of credit includes minimum liquidity and profitability covenants and is secured by certain assets. As of September 30, 2023, SkyWest Airlines had no amounts outstanding under the facility. However, at September 30, 2023, SkyWest Airlines had $ 29.9 million in letters of credit issued under the facility, which reduced the amount available under the facility to $ 70.1 million. The line of credit expires March 25, 2025 and has a variable interest rate of 3.5 % plus the one month SOFR rate. The Company’s debt agreements are not traded on an active market and are recorded at carrying value on the Company’s consolidated balance sheet. The fair value of the Company’s long-term debt is estimated based on current rates offered to the Company for similar debt. Debt is primarily classified as Level 2 within the fair value hierarchy. The carrying value and fair value of the Company’s long-term debt as of September 30, 2023 and December 31, 2022, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ December 31, 2022 Carrying value ​ $ 3,102,315 ​ $ 3,409,311 Fair value ​ $ 2,940,851 ​ $ 3,264,704 ​ ( 10) Investments in Other Companies Equity Method Investment During 2019, the Company created a joint venture with Regional One, Inc. and, as of September 30, 2023, has invested a total of $ 26.6 million for an ownership interest in Aero Engines, LLC. (“Aero Engines”). The primary purpose of Aero Engines is to lease engines to third parties. The Company accounts for its investment in Aero Engines under the equity method. The Company’s exposure in its investment in Aero Engines primarily consists of the Company’s portion of income or loss from Aero Engines’ engine lease agreements with third parties and the Company’s ownership percentage in Aero Engines’ engines book value. Aero Engines had no debt outstanding as of September 30, 2023. As of 20 Table of Contents September 30, 2023, the Company’s investment balance in Aero Engines was $ 25.0 million and has been recorded in “Other Assets” on the Company’s consolidated balance sheet. The Company’s portion of income generated by Aero Engines for the nine months ended September 30, 2023, was $ 0.1 million, which is recorded in “Other income (loss), net” on the Company’s consolidated statements of comprehensive income. Fair Value Method Investments In 2021, the Company entered into a strategic partnership with Eve UAM, LLC (“Eve UAM”), to develop a network of deployment for Eve UAM’s electric vertical takeoff and landing (eVTOL) aircraft. In 2022, the Company acquired 1,000,000 shares of common stock of Eve Holding, Inc. (“Eve”) and a warrant giving the Company the right to acquire 1,500,000 shares of common stock of Eve at an exercise price of $ 0.01 per share. The Company also received a put option from an Eve shareholder for the 1,000,000 shares of common stock of Eve payable in aircraft parts credits. The intent of the put option is to reduce the Company’s investment risk in Eve, and the put option expires in December 2031. The Company is restricted from selling the shares underlying the warrant until May 2025, and the warrant expires in May 2032. The Company acquired the shares of common stock, warrant and put option (collectively the “Eve Investments”) for $ 10.0 million. The Company evaluated the Eve Investments under Accounting Standard Codification (“ASC”) Topic 321, “Investments – Equity Securities” and ASC Topic 815, “Derivatives and Hedging,” and recorded the Eve Investments based on their pro rata share of the consideration paid using the fair value of the Eve Investments on the acquisition date, with subsequent changes in the fair value reported in earnings. During the three months ended September 30, 2023, the Company sold 471,654 shares of common stock of Eve, which concurrently forfeited the number of shares subject to the put option from the Eve shareholder by 471,654 shares. The Company’s sale of the Eve shares, net of the forfeited put options, resulted in a realized gain of $ 1.7 million and was included in “Other income (loss) , net” on the Company’s consolidated statements of comprehensive income for the three months ended September 30, 2023. The shares of common stock of Eve are classified as Level 1 within the fair value hierarchy as Eve stock is actively traded on the New York Stock Exchange, and the value is determined using quoted market prices for the equity security. The warrant and put option are classified as Level 3 within the fair value hierarchy (“Eve Level 3 Investments”), and the Company used the Black Scholes Option Pricing Model to determine the estimated fair market value of the Eve Level 3 Investments , including an expected volatility of 50 % , which is a significant unobservable input that was derived from historical volatility of comparable companies. The table below shows the reconciliation of the Eve Level 3 Investments (in thousands): ​ ​ ​ ​ ​ Eve Level 3 Investments: ​ ​ Balance at December 31, 2022 $ 14,180 Purchases ​ — Realized loss on forfeiture of put options ​ ​ ( 649 ) Unrealized gains ​ 554 Balance at September 30, 2023 ​ $ 14,085 ​ The Company recognized unrealized losses of $ 0.6 million in “Other income (loss) , net” on the Company’s consolidated statements of comprehensive income for the nine months ended September 30, 2023, related to the Eve Investments. As of September 30, 2023, the fair value of the Eve Investments was $ 18.5 million and was recorded in “Other Assets” on the Company’s consolidated balance sheet. (11) Income Taxes The Company’s effective tax rate for the nine months ended September 30, 2023 was ( 6.0 )%. The Company’s effective tax rate for the nine months ended September 30, 2023 varied from the federal statutory rate of 21.0 % primarily due to a benefit from the release of $ 7.6 million of a previously recorded uncertain tax position liability and a benefit from a partial release of the valuation allowance on state net operating losses anticipated to be utilized prior to expiration. These benefits were partially offset by the provision for state income taxes, the impact of non-deductible expenses and a discrete tax expense on employee equity transactions that occurred during the nine months ended September 30, 2023. 21 Table of Contents The Company’s effective tax rate for the nine months ended September 30, 2022 was 22.2 %. The Company’s effective tax rate for the nine months ended September 30, 2022 varied from the federal statutory rate of 21.0 % primarily due to a benefit from the release of $ 7.4 million of a previously recorded uncertain tax position liability with the benefit partially offset by the provision for state income taxes, the impact of non-deductible expenses and the recording of a valuation allowance on state net operating losses anticipated to expire prior to utilization. (12) Legal Matters The Company is subject to certain legal actions which it considers routine to its business activities. As of September 30, 2023, the Company’s management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on the Company’s financial position, liquidity or results of operations. 22 Table of Contents