Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14719
SKYWEST, INC.
Incorporated under the laws of Utah
87-0292166
(I.R.S. Employer ID No.)
444 South River Road
St. George, Utah 84790
(435) 634-3000
(Address of principal executive offices and telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on which Registered
Common Stock, No Par Value
SKYW
The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ⌧
Accelerated filer ◻
Non-accelerated filer ◻
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
Outstanding at October 24, 2025
Common stock, no par value
40,103,900
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION:
Item 1.
Financial Statements
3
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Stockholders Equity
6
Condensed Consolidated Statements of Cash Flows
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
41
Item 4.
Controls and Procedures
42
PART II
OTHER INFORMATION:
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
43
Item 5.
Other Information
Item 6.
Exhibits
Signature
44
Exhibit 31.1
Certification of Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
Exhibit 32.1
Exhibit 32.2
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SKYWEST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
September 30,
December 31,
2025
2024
CURRENT ASSETS:
Cash and cash equivalents
$
44,528
227,362
Marketable securities
708,831
574,266
Receivables, net
146,516
122,778
Inventories, net
154,962
139,002
Other current assets
45,079
53,659
Total current assets
1,099,916
1,117,067
PROPERTY AND EQUIPMENT:
Aircraft and rotable spares
9,066,940
8,774,570
Deposits on aircraft
85,000
65,612
Buildings, ground equipment and other
315,363
292,682
Total property and equipment, gross
9,467,303
9,132,864
Less-accumulated depreciation and amortization
(3,804,913)
(3,545,456)
Total property and equipment, net
5,662,390
5,587,408
OTHER ASSETS:
Operating lease right-of-use assets
84,751
87,731
Long-term receivables and other assets
367,139
347,661
Total other assets
451,890
435,392
Total assets
7,214,196
7,139,867
See accompanying notes to condensed consolidated financial statements.
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt
519,511
535,589
Accounts payable and accrued liabilities
580,080
527,351
Accrued salaries, wages and benefits
229,762
226,770
Current maturities of operating lease liabilities
19,919
20,467
Taxes other than income taxes
23,393
22,581
Other current liabilities
180,594
96,833
Total current liabilities
1,553,259
1,429,591
LONG-TERM DEBT, net of current maturities
1,865,283
2,136,786
DEFERRED INCOME TAXES PAYABLE
863,756
787,968
NONCURRENT OPERATING LEASE LIABILITIES
64,832
67,264
OTHER LONG-TERM LIABILITIES
188,799
309,477
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; 84,270,723 and 83,638,680 shares issued as of September 30, 2025, and December 31, 2024, respectively
794,215
777,090
Retained earnings
2,931,351
2,594,173
Treasury stock, at cost, 44,130,979 and 43,310,324 shares as of September 30, 2025, and December 31, 2024, respectively
(1,047,640)
(962,650)
Accumulated other comprehensive income
341
168
Total stockholders’ equity
2,678,267
2,408,781
Total liabilities and stockholders’ equity
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands, except per share amounts)
Three months ended
Nine months ended
OPERATING REVENUES:
Flying agreements
1,011,284
883,494
2,914,789
2,499,953
Lease, airport services and other
38,745
29,292
118,922
83,565
Total operating revenues
1,050,029
912,786
3,033,711
2,583,518
OPERATING EXPENSES:
Salaries, wages and benefits
391,634
377,435
1,159,188
1,083,439
Aircraft maintenance, materials and repairs
247,978
181,652
695,963
510,334
Depreciation and amortization
92,474
96,662
272,070
289,346
Airport-related expenses
31,876
22,642
86,815
61,065
Aircraft fuel
34,216
22,724
86,163
65,216
Other operating expenses
77,708
80,236
249,864
223,537
Total operating expenses
875,886
781,351
2,550,063
2,232,937
OPERATING INCOME
174,143
131,435
483,648
350,581
OTHER INCOME (EXPENSE):
Interest income
10,565
12,460
31,701
36,126
Interest expense
(25,611)
(27,808)
(79,295)
(86,603)
Other income (expense), net
(1,928)
109
4,949
(1,567)
Total other expense, net
(16,974)
(15,239)
(42,645)
(52,044)
INCOME BEFORE INCOME TAXES
157,169
116,196
441,003
298,537
PROVISION FOR INCOME TAXES
40,811
26,487
103,825
72,952
NET INCOME
116,358
89,709
337,178
225,585
BASIC EARNINGS PER SHARE
2.89
2.23
8.34
5.61
DILUTED EARNINGS PER SHARE
2.81
2.16
8.14
5.44
Weighted average common shares:
Basic
40,323
40,253
40,410
40,244
Diluted
41,392
41,561
41,447
41,495
COMPREHENSIVE INCOME:
Net income
Net unrealized appreciation on marketable securities, net of taxes
324
883
173
50
TOTAL COMPREHENSIVE INCOME
116,682
90,592
337,351
225,635
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Accumulated
Other
Common Stock
Retained
Treasury Stock
Comprehensive
Shares
Amount
Earnings
Income
Total
Balance at December 31, 2024
83,639
(43,310)
100,551
Vested employee stock awards
598
Employee income tax paid on vested equity awards
(240)
(27,242)
Sale of common stock under employee stock purchase plan
14
1,293
Stock based compensation expense
4,665
Treasury stock purchases
(141)
(13,682)
Net unrealized depreciation on marketable securities, net of tax of $23
(75)
Balance at March 31, 2025
84,251
783,048
2,694,724
(43,691)
(1,003,574)
93
2,474,291
120,269
Stock grants to Company directors
5,232
(195)
(17,296)
Net unrealized depreciation on marketable securities, net of tax of $26
(76)
Balance at June 30, 2025
84,257
788,280
2,814,993
(43,886)
(1,020,870)
17
2,582,420
1,358
4,577
(245)
(26,770)
Net unrealized appreciation on marketable securities, net of tax of $105
Balance at September 30, 2025
84,271
(44,131)
Income (Loss)
Balance at December 31, 2023
82,840
754,362
2,271,211
(42,615)
(912,396)
325
2,113,502
60,298
269
(117)
(6,930)
29
1,446
5,510
(136)
(8,750)
Net unrealized depreciation on marketable securities, net of tax of $56
(173)
Balance at March 31, 2024
83,138
761,318
2,331,509
(42,868)
(928,076)
152
2,164,903
75,578
1
4,812
(177)
(13,453)
Net unrealized depreciation on marketable securities, net of tax of $212
(660)
Balance at June 30, 2024
83,139
766,130
2,407,087
(43,045)
(941,529)
(508)
2,231,180
18
1,418
Issuance of common stock upon warrant exercise, net
444
4,772
(218)
(16,465)
Net unrealized appreciation on marketable securities, net of tax of $283
Balance at September 30, 2024
83,601
772,320
2,496,796
(43,263)
(957,994)
375
2,311,497
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES
708,860
506,565
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities
(980,277)
(1,212,208)
Sales of marketable securities
845,885
1,240,771
Acquisition of property and equipment:
Aircraft and rotable spare parts
(339,265)
(126,055)
Buildings and ground equipment
(24,834)
(21,685)
Proceeds from the sale of property and equipment
5,502
4,117
(31,078)
Decrease (increase) in other assets, net
4,860
(3,941)
NET CASH USED IN INVESTING ACTIVITIES
(519,207)
(119,001)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt
47,099
23,059
Principal payments on long-term debt
(337,055)
(338,221)
Payment of debt issuance cost
(192)
(336)
Net proceeds from issuance of common stock
2,651
2,864
Purchase of treasury stock and excise tax
(57,748)
(38,668)
NET CASH USED IN FINANCING ACTIVITIES
(372,487)
(358,232)
Increase (decrease) in cash and cash equivalents
(182,834)
29,332
Cash and cash equivalents at beginning of period
148,277
CASH AND CASH EQUIVALENTS AT END OF PERIOD
177,609
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Change in accrued capital expenditures for the period
(50,315)
15,979
Cash paid during the period for:
Interest, net of capitalized amounts
81,980
87,072
Income taxes, net of refunds
13,223
14,930
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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. 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, 2024. The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
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.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2023-09, “Income Taxes (ASC Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC Subtopic 220-40) – Disaggregation of Income Statement Expenses”, which enhances the transparency and comparability of financial statements by requiring companies to disclose more granular information about expense components. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
(2) Operating Revenues
The Company recognizes revenue under its flying agreements and under its lease, airport services and other service agreements when the service is provided under the applicable agreement. Under the Company’s fixed-fee agreements (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, on-time performance or
other performance metrics. 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, 2025 and 2024, capacity purchase agreements represented approximately 84.8% and 86.8% of the Company’s flying agreements revenue, respectively.
Under the Company’s “prorate” 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 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 completed flight over the agreement term. Certain routes under the Company’s prorate agreements 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 between two and three years in duration and the Company recognizes EAS revenue on a per-completed-flight basis pursuant to the terms of each contract. In the event the Company receives upfront consideration for an EAS contract, the Company recognizes the revenue on a per-completed flight basis over the EAS contract term. Under the Company’s charter operations, SWC, the Company negotiates a fare for the charter flight with the customer. The performance obligation is met and revenue is recognized upon completion of the flight. For the nine months ended September 30, 2025 and 2024, prorate agreements and SWC revenue represented approximately 15.2% and 13.2% 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, 2025 and 2024 (in thousands):
For the three months ended September 30,
For the nine months ended September 30,
Capacity purchase agreements flight operations revenue (non-lease component)
672,559
624,342
1,994,660
1,763,629
Capacity purchase agreements fixed aircraft lease revenue
91,036
75,084
306,244
225,374
Capacity purchase agreements variable aircraft lease revenue
80,600
61,308
170,537
180,035
Prorate agreements and SWC revenue
167,089
122,760
443,348
330,915
Flying agreements revenue
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 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, 2025, the Company recognized $28.8 million of previously deferred revenue associated with the non-lease fixed monthly payments under certain agreements and increased unbilled revenue by $9.5 million under certain other agreements,
10
compared to recognizing $24.5 million of previously deferred revenue and decreasing unbilled revenue by $0.9 million during the nine months ended September 30, 2024.
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. The Company recognizes fixed monthly lease payments as lease revenue using the straight-line basis over the capacity purchase agreement term and variable lease payments in the period when the block hours are completed. The Company recognized $10.5 million of previously deferred lease revenue and increased unbilled lease revenue by $4.2 million during the nine months ended September 30, 2025, whereas the Company recognized $1.5 million of deferred lease revenue during the nine months ended September 30, 2024, under the straight-line basis. 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.
The Company’s total deferred revenue balance as of September 30, 2025 was $297.1 million, including $133.8 million in other current liabilities and $163.3 million in other long-term liabilities. The Company’s unbilled revenue balance was $27.7 million as of September 30, 2025, including $1.1 million in other current assets and $26.6 million in other long-term assets. The Company’s total deferred revenue balance was $337.5 million as of December 31, 2024, including $54.8 million in other current liabilities and $282.7 million in other long-term liabilities. The Company’s unbilled revenue balance was $15.1 million as of December 31, 2024, including $1.1 million in other current assets and $14.0 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.
In several of the Company’s agreements, the Company is eligible to receive incentive compensation upon the achievement of certain performance criteria. The incentives are defined in the agreements and are measured and determined on a monthly or annual basis. At the end of each period during the term of an agreement, the Company calculates the incentives achieved during that period and recognizes revenue attributable to that agreement accordingly, subject to the variable constraint guidance under ASC Topic 606.
As of September 30, 2025, the Company had 498 aircraft in scheduled service or under contract pursuant to code-share agreements. The Company’s fleet includes Embraer E175 regional jet aircraft (“E175”), Canadair CRJ900 regional jet aircraft (“CRJ900”), Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550,” and Canadair CRJ200 regional jet aircraft (“CRJ200”). 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
• E175
116
Individual aircraft have scheduled
(capacity purchase agreements)
• CRJ700/CRJ550
34
removal dates under the agreement
• CRJ200
between 2025 and 2033
United Express Prorate Agreement
31*
Terminable with 120-day notice
Total under United Express Agreements
223
11
Delta Connection Agreements
Delta Connection Agreement
87
(capacity purchase agreement)
• CRJ900
• CRJ700
between 2025 and 2034
Delta Connection Prorate Agreement
• CRJ550
15*
Terminable with 30-day notice
Total under Delta Connection Agreements
141
American Agreements
American Agreement
20
68
between 2027 and 2032
American Prorate Agreement
4*
Terminable with 180-day notice
Total under American Agreements
92
Alaska Agreement
between 2030 and 2034
In addition to the contractual agreements described above, as of September 30, 2025, SkyWest Airlines reached agreements with certain major airline partners to place additional aircraft under capacity purchase agreements as summarized below. The Company is coordinating with its major airline partners regarding the timing of upcoming fleet deliveries and the delivery timing referenced below is subject to change.
When an aircraft is scheduled for expiration from a capacity purchase agreement, 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 provided by the major airline partner, place owned aircraft for sale or pursue other uses for the aircraft. Other
12
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.
Lease, airport services and other revenues primarily consist of revenue generated from aircraft and spare engines leased to third parties, maintenance services provided to third parties and airport customer service agreements, such as gate and ramp agent services at various airports where the Company has been contracted by third parties to provide such services. The following table represents the Company’s lease, airport services and other revenues for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Operating lease fixed revenue
16,267
14,880
49,029
40,550
Operating lease variable revenue
9,139
7,254
24,674
20,368
Airport customer service and other revenue
13,339
7,158
45,219
22,647
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, 2025 (in thousands):
October 2025 through December 2025
12,839
2026
44,879
2027
41,565
2028
40,687
2029
39,164
Thereafter
24,180
Total future minimum rental income under operating leases
203,314
Of the Company’s $5.7 billion of property and equipment, net of accumulated depreciation, as of September 30, 2025, $241.7 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.
Allowance for Credit Losses
The Company has an allowance for credit losses associated with its accounts receivable, notes receivable and third-party debt guarantees. The Company monitors publicly available credit ratings for entities for which the Company has a significant receivable balance or guarantee. As of September 30, 2025, the Company had gross receivables of $149.5 million in current assets and gross receivables of $257.8 million in other long-term assets. As of December 31, 2024, the Company had gross receivables of $125.9 million in current assets and gross receivables of $225.2 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 amount and term of the Company’s
13
respective accounts receivable, notes receivable or guarantees. During the nine months ended September 30, 2025, the Company increased its credit loss reserve as a result of the Company’s assessment of higher credit risk of certain outstanding receivables.
The following table summarizes the changes in allowance for credit losses (in thousands):
15,071
Adjustments to credit loss reserves
6,750
Write-offs charged against allowance
(82)
21,739
(3) Capital Transactions
Stock-Based Compensation
During the nine months ended September 30, 2025, the Company granted 25,359 restricted stock units and 59,165 performance shares to certain employees of the Company under the SkyWest, Inc. Amended and Restated 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 2025 grants can range from 0% to 200% 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 $118.96 per share.
Additionally, during the nine months ended September 30, 2025, the Company granted 6,275 fully vested shares of common stock and 1,255 fully vested restricted stock units to the Company’s directors at a weighted average grant date fair value of $97.02.
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, 2025 and 2024, the Company recorded pre-tax stock-based compensation expense of $14.5 million and $15.1 million, respectively.
(4) Stock Repurchase
The Company’s Board of Directors (the “Board”) adopted a stock repurchase program in May 2023, which authorizes 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. Under the repurchase program, the Board initially authorized up to $250.0 million for the repurchase of the Company’s common stock. In May 2025, the Board approved a $250 million increase to the existing repurchase program. Following such increase, at September 30, 2025, $240.0 million remained available under the repurchase program.
During the nine months ended September 30, 2025, the Company repurchased 580,257 shares of common stock for $57.6 million at a weighted average price per share of $99.23. The Company also recorded $0.2 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, 2025. During the nine months ended September 30, 2024, the Company repurchased 530,812 shares of common stock for $38.4 million at a weighted average price per share of $72.30 and recorded $0.3 million of excise tax related to the stock repurchases as treasury stock in the Company’s Stockholders’ Equity.
(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. During the nine months ended September 30, 2025 and 2024, 161,000 and 336,000 performance shares (at target performance) were excluded from the computation of Diluted EPS because the Company had not achieved the minimum target thresholds for these shares as of September 30, 2025 and 2024, respectively.
The calculation of the weighted average number of common shares 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
Numerator:
Denominator:
Basic earnings per share weighted average shares
Dilution due to employee equity awards and warrants
1,069
1,308
1,037
1,251
Diluted earnings per share weighted average shares
Basic earnings per share
Diluted earnings per share
(6) Segment Reporting
GAAP requires disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance.
The Company’s two reportable 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 prorate agreements and airport services agreements. 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 chief operating decision maker assesses performance for each segment and decides how to allocate resources based on income before income taxes. The chief operating decision maker uses the segment profit or loss measure when assessing performance of the segment and monitors budget versus actual results to allocate resources for each segment predominantly in the annual budget and forecasting process.
The following represents the Company’s segment data for the three-month periods ended September 30, 2025 and 2024 (in thousands). As required by the adoption of ASC 2023-07, “Segment Reporting (ASC Topic 280) – Improvements to Reportable Segment Disclosures,” the Company recast the segment disclosures for the three and nine months ended September 30, 2024 to conform to the current year presentation.
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Three months ended September 30, 2025
SkyWest Airlines
SkyWest
and SWC
Leasing
Consolidated
Operating revenues
892,618
157,411
390,969
665
236,745
11,233
40,778
51,696
2,662
22,949
25,611
Other segment expense (income) items(1)
144,963
(9,800)
135,163
Segment profit(2)
76,501
80,668
Total assets (as of September 30, 2025)
3,160,752
4,053,444
Capital expenditures (including non-cash)
39,836
15,559
55,395
Three months ended September 30, 2024
758,425
154,361
376,770
173,745
7,907
37,105
59,557
24,944
27,808
123,356
(10,323)
113,033
44,585
71,611
Total assets (as of September 30, 2024)
2,673,084
4,283,516
6,956,600
59,331
24,956
84,287
Nine months ended September 30, 2025
2,563,605
470,106
1,157,193
1,995
654,830
41,133
117,531
154,539
8,830
70,465
79,295
404,189
(17,997)
386,192
221,032
219,971
233,067
80,717
313,784
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Nine months ended September 30, 2024
2,117,018
466,500
1,081,444
490,397
19,937
110,217
179,129
9,595
77,008
86,603
343,807
(28,548)
315,259
81,558
216,979
144,588
169,544
(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
As of September 30, 2025, 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 four to five years. The Company is subleasing these eight aircraft to a third party.
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 31 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.
Leases
As of September 30, 2025, the Company’s right-of-use assets were $84.8 million, the Company’s current maturities of operating lease liabilities were $20.0 million, and the Company’s noncurrent lease liabilities were $64.8 million. During the nine months ended September 30, 2025, the Company paid $25.4 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, 2025:
Weighted-average remaining lease term for operating leases
10.3 years
Weighted-average discount rate for operating leases
6.2%
The Company’s lease costs for the three and nine months ended September 30, 2025 and 2024 included the following components (in thousands):
Operating lease cost
10,086
6,583
27,282
20,500
Variable and short-term lease cost
635
453
1,763
2,029
Sublease income
(956)
(1,268)
(3,075)
(3,782)
Total lease cost
9,765
5,768
25,970
18,747
As of September 30, 2025, 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 will be renewed or replaced by other leases.
As of September 30, 2025, the Company had a firm purchase commitment for 74 E175 aircraft from Embraer with anticipated delivery dates through 2032, including a purchase agreement the Company entered into with Embraer during the second quarter of 2025. Under this commitment, the Company expects to purchase and place into service 13 E175 aircraft with United, one E175 aircraft with Alaska and 16 E175 aircraft with Delta. Additionally, the Company has secured delivery positions for 44 additional E175 aircraft from 2028 through 2032. The Company also had a purchase agreement to acquire 12 used CRJ900 airframes with anticipated closing dates in 2025.
The following table summarizes the Company’s commitments and obligations for future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms as of September 30, 2025, firm aircraft and spare engine commitments, interest commitments and principal maturities on long-term debt as noted for each of the next five years and thereafter (in thousands):
Oct - Dec 2025
Operating lease payments for aircraft and facility obligations
122,981
5,243
20,115
19,057
13,649
11,953
52,964
Firm aircraft and spare engine commitments
2,417,029
98,400
320,557
323,267
329,050
309,213
1,036,542
Interest commitments
350,321
23,427
89,342
66,074
49,244
36,917
85,317
Principal maturities on long-term debt
2,401,753
154,500
535,083
490,204
320,265
216,724
684,977
Total commitments and obligations
5,292,084
281,570
965,097
898,602
712,208
574,807
1,859,800
In addition to the table above, in 2024, the Company entered into a master equipment purchase agreement with another airline to acquire certain airframes and engines and lease the assets back to the airline under a five-year term. The Company accounted for the transaction as a failed sale-leaseback in accordance with ASC 842 as the criteria for a sale were not met. At September 30, 2025, the Company estimated the remaining financing obligation under the agreement will be between $40.0 million and $50.0 million and anticipated closing on the remaining financings through 2026.
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. 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, all of which was sold in 2023. The balance of the debt under the guarantee was $13.0 million as of September 30, 2025.
In 2023, the Company agreed to guarantee up to $12.0 million of debt for an aviation school. The debt was secured by the school’s aircraft and engines and had a five-year term. In exchange for providing the guarantee, the Company received 2.0% of the guaranteed amount annually as consideration in cash. In June 2025, the aviation school fully repaid the debt under the guarantee agreement. As a result, the Company was no longer a guarantor at September 30, 2025.
The purpose of these guarantees is to help reduce the financing costs of aircraft for the third parties in an effort to increase the potential number of commercial pilots in the Company’s hiring pipeline. The Company also recorded the estimated credit loss associated with the guarantees 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.
As of September 30, 2025, and December 31, 2024, the Company held certain assets that are required to be measured at fair value on a recurring basis. Assets measured at fair value on a recurring basis are summarized below (in thousands):
Fair Value Measurements as of September 30, 2025
Marketable Securities
Bonds and bond funds
467,865
Commercial paper
240,966
Investments in Other Companies
5,669
Cash and Cash Equivalents
Total Assets Measured at Fair Value
759,028
50,197
Fair Value Measurements as of December 31, 2024
462,333
111,933
8,160
809,788
The Company’s “Marketable Securities” classified as Level 2 securities primarily utilize broker quotes in a non-active market for valuation of these securities.
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During the three months ended September 30, 2025, the Company exercised its warrant to purchase 1,500,000 shares of common stock of Eve Holding, Inc. (“Eve”) through a cashless exercise and received shares of common stock of Eve. See Note 10 “Investments in Other Companies” for additional information regarding the Company’s investment in Eve. The warrant was classified as Level 3 within the fair value hierarchy as of June 30, 2025. The Company’s shares of Eve’s common stock are actively traded and are valued using quoted market prices and are classified as Level 1 within the fair value hierarchy as of September 30, 2025. 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, 2025, and December 31, 2024, the Company classified $708.8 million and $574.3 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. At the time of sale, any realized appreciation or depreciation, calculated by the specific identification method, is recognized in other income (expense), net. As of September 30, 2025, and December 31, 2024, the cost of the Company’s marketable securities was $708.4 million and $574.0 million, respectively.
(9) Long-term Debt
Long-term debt consisted of the following as of September 30, 2025, and December 31, 2024 (in thousands):
September 30, 2025
December 31, 2024
Current portion of long-term debt
522,797
539,061
Current portion of unamortized debt issue cost, net
(3,286)
(3,472)
Current portion of long-term debt, net of debt issue costs
Long-term debt, net of current maturities
1,878,956
2,153,558
Long-term portion of unamortized debt issue cost, net
(13,673)
(16,772)
Long-term debt, net of current maturities and debt issue costs
Total long-term debt (including current portion)
2,692,619
Total unamortized debt issue cost, net
(16,959)
(20,244)
Total long-term debt, net of debt issue costs
2,384,794
2,672,375
As of September 30, 2025, the Company had $2.4 billion of total long-term debt, which consisted of $2.2 billion of debt used to finance aircraft and spare engines and $200.6 million of unsecured debt payable to the U.S. Department of the Treasury (“Treasury”). As of September 30, 2025, $95.4 million of the debt payable to Treasury had a fixed annual interest rate of 1% and $105.2 million had a variable interest rate of the Secured Overnight Financing Rate ("SOFR") plus 2.0%. The interest rate under the $95.4 million unsecured loans is scheduled to increase to the applicable SOFR rate plus 2.0% upon the fifth anniversary of each disbursement. The Company received disbursements under these unsecured loans from January 2021 through April 2021. The average effective interest rate on the Company’s debt was approximately 4.3% at September 30, 2025.
During the nine months ended September 30, 2025, the Company took delivery of two new E175 aircraft that the Company financed through $47.1 million of long-term debt. The debt associated with the two E175 aircraft has a 12-year term, is due in quarterly installments, and is secured by the E175 aircraft.
As of September 30, 2025 and December 31, 2024, the Company had $47.3 million and $47.1 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions.
As of September 30, 2025, 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, 2025, SkyWest Airlines had no amounts outstanding under the line of credit facility. However, at September 30, 2025, SkyWest Airlines had $24.5 million in letters of credit issued under the facility, which reduced the amount available under the facility to $75.5 million. The line of credit expires March 25, 2028 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. The fair value of debt is estimated using inputs 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, 2025 and December 31, 2024, were as follows (in thousands):
Carrying value
Fair value
2,346,236
2,612,838
(10) Investments in Other Companies
Equity Method Investments
During 2019, the Company created a joint venture with Regional One, Inc. (“Regional One”) and, as of September 30, 2025, has invested a total of $26.6 million for a 75% ownership interest in Aero Engines, LLC. (“Aero Engines”). The primary purpose of Aero Engines is to lease engines to third parties. Aero Engines requires unanimous approval from the Company and Regional One for all material transactions. Although the Company determined Aero Engines is a variable interest entity, Aero Engines has no primary beneficiary as no one party has power over Aero Engines. Accordingly, 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, 2025. As of September 30, 2025 and December 31, 2024, the Company’s investment balance in Aero Engines was $12.5 million and $23.9 million, respectively, and has been recorded in “Other Assets” on the Company’s consolidated balance sheet. During the nine months ended September 30, 2025, the Company received a $12.0 million distribution from Aero Engines, which reduced the Company’s investment balance in Aero Engines from December 31, 2024. The Company’s portion of income generated by Aero Engines for the nine months ended September 30, 2025, was $0.6 million, which is recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income.
In December 2023, the Company invested $9.9 million for a 9.9% ownership interest in Corporate Flight Management, Inc. d/b/a Contour Airlines (“Contour”), a 14 CFR Part 135 air carrier. In January 2024, the Company invested an additional $15.1 million in Contour. The Company has a 25% ownership interest in Contour at September 30, 2025 and holds one of five seats, or 20%, on Contour’s board of directors. The Contour arrangement also includes an asset provisioning agreement under which the Company will provide CRJ airframes, engines and rotable parts to Contour. The Company accounts for its investment in Contour under the equity method where the investment is reported at cost and adjusted each period for the Company’s share of Contour’s income or loss, recorded on a one quarter lag. For the nine months ended September 30, 2025, the Company recorded income of $1.4 million, its portion of income generated by Contour, which was recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income. As of September 30, 2025, the Company’s investment balance in Contour of $22.8 million was recorded in “Other Assets” on the Company’s consolidated balance sheet. At September 30, 2025, the Company had $8.7 million in notes receivable from Contour related to the sale of aircraft under the asset provisioning agreement. The notes are secured by aircraft and collectible within four years.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.
Fair Value Method Investment
In 2021, the Company entered into a strategic partnership with Eve, to develop a network of deployment for Eve’s electric vertical takeoff and landing aircraft.
In 2022, the Company acquired 1,000,000 shares of common stock of 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 was to reduce the Company’s investment risk in Eve. The Company is restricted
21
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 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 year ended December 31, 2023, the Company sold 600,411 shares of common stock of Eve, which concurrently forfeited 600,411 shares subject to the put option from the Eve shareholder. During the year ended December 31, 2024, the Company exercised the remainder of the put option and received aircraft parts credits in exchange for the 399,589 shares of common stock.
During the three months ended September 30, 2025, the Company exercised its warrant to purchase 1,500,000 shares of common stock of Eve. The Company received 1,497,635 shares of common stock of Eve resulting from a cashless exercise. The warrant was classified as Level 3 within the fair value hierarchy (“Eve Level 3 Investment”) as of June 30, 2025. The Company used the Black Scholes Option Pricing Model to determine the estimated fair market value of the Eve Level 3 Investment. Upon exercise, the Company’s shares of common stock of Eve were classified as Level 1 within the fair value hierarchy as Eve’s common shares are actively traded and are valued using quoted market prices. The table below shows the reconciliation of the Eve Level 3 Investment (in thousands):
Eve Level 3 Investment:
Unrealized loss
(2,445)
Exercise of warrant to common stock (level 1)
(5,715)
During the nine months ended September 30, 2025, the Company recorded an unrealized loss of $2.4 million in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income related to the Eve Investments. During the nine months ended September 30, 2024, the Company recorded a net loss of $6.6 million in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income, including a realized gain of $3.4 million from the exercise of the put option, a realized loss of $1.4 million from the forfeited shares of Eve common stock and unrealized losses of $8.6 million related to the Eve Investments. As of September 30, 2025 and December 31, 2024, the fair value of the Eve Investments was $5.7 million and $8.2 million, respectively, 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, 2025 was 23.5%. The Company’s effective tax rate for the nine months ended September 30, 2025 varied from the federal statutory rate of 21.0% primarily due to the provision for state income taxes and the impact of non-deductible expense, partially offset by a discrete tax benefit from additional tax deductions generated from employee equity awards that vested during the nine months ended September 30, 2025.
The Company’s effective tax rate for the nine months ended September 30, 2024 was 24.4%. The Company’s effective tax rate for the nine months ended September 30, 2024 varied from the federal statutory rate of 21.0% primarily due to the provision for state income taxes and the impact of non-deductible expenses. This was partially offset by a discrete tax benefit from additional tax deductions generated from employee equity awards that vested during the nine months ended September 30, 2024, a discrete tax benefit from the release of a previously recorded uncertain tax position liability and a discrete tax benefit from a release of the valuation allowance on state net operating losses anticipated to be utilized prior to expiration.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law. The legislation did not have a material impact on our income tax expense for the quarter ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for the year ending December 31, 2025.
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(12) Legal Matters
The Company is subject to certain legal actions which it considers routine to its business activities. As of September 30, 2025, 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.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 nine-month periods ended September 30, 2025 and 2024. Also discussed is our financial condition as of September 30, 2025, and December 31, 2024. You should read this discussion in conjunction with our condensed consolidated financial statements for the three and nine months ended September 30, 2025, 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,” “forecast,” “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 about the continued demand for our product, the effect of economic conditions on SkyWest’s business, financial condition and results of operations, the timing of scheduled aircraft deliveries, fleet expansion and transition and anticipated fleet size for SkyWest in upcoming periods, expected production levels in future periods and associated staffing challenges, pilot attrition trends, SkyWest’s coordination with United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner” and together, “major airline partners”) regarding the delivery of aircraft under previously announced agreements and quickly placing new aircraft deliveries into service, the expected terms, timing and benefits related to SkyWest’s leasing, strategic partnership and joint venture transactions, SkyWest’s provision of assets to Corporate Flight Management, Inc. d/b/a Contour Airlines (“Contour”), scheduled flight service to smaller communities, increasing the utilization and efficiency of all fleet types as well as SkyWest’s future financial and operating results, plans, objectives, expectations, estimates, intentions and outlook, and other statements that are not historical facts. All forward-looking statements included in this Report are made as of the date hereof and are based on information available to SkyWest as of such date. SkyWest assumes no obligation to update any forward-looking statements unless required by law. Readers should note that many factors could affect the future operating and financial results of SkyWest and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this Report. These factors include, but are not limited to 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 related to inflationary pressures, and related decreases in customer demand and spending; uncertainty regarding potential future outbreaks of infectious diseases or other health concerns, and the consequences of such outbreaks to the travel industry, including travel demand and travel behavior, and our major airline partners in general and the financial condition and operating results of SkyWest in particular; the prospects of entering into agreements with existing or other carriers to fly new aircraft; uncertainty regarding timing and performance of key third-party service providers; ongoing negotiations between SkyWest and its major airline partners regarding their contractual obligations; uncertainties regarding operation of new aircraft; the ability to attract and retain qualified pilots, including captains, and related staffing challenges; the impact of regulatory issues such as pilot rest rules and qualification requirements; the ability to obtain aircraft financing; the financial stability of SkyWest’s major airline partners and any potential impact of their financial condition on the operations of SkyWest; 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; estimated useful life of long-lived assets, residual aircraft values and related impairment charges; labor relations and costs; the impact of global instability; rapidly fluctuating fuel costs and potential fuel shortages; the impact of weather-related, natural disasters and other air safety incidents on air travel and airline costs; aircraft deliveries; uncertainty regarding ongoing international hostilities, including those between Russia and Ukraine, Israel and Hamas, and Israel and Iran, and the related impacts on macroeconomic conditions and on the international operations of any of our major airline partners as a result of such conflicts; the availability of parts used in connection with maintenance and repairs of the aircraft; the availability of suitable replacement aircraft for aging aircraft; the impact of enacted and proposed U.S. tariffs on global economic
conditions and the financial markets, passenger demand, the cost of aircraft parts and supplies sourced internationally and the cost of service providers located outside of the United States; the potential impact of a U.S. government shut-down on air traffic controller staffing and federal Essential Air Service subsidies; as well as the 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, 2024, 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. 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.
Overview
We have the largest regional airline operation in the United States through our operating subsidiary SkyWest Airlines, Inc. (“SkyWest Airlines”). As of September 30, 2025, we offered scheduled passenger and air freight service with approximately 2,400 total daily departures to destinations in the United States, Canada and Mexico. Our fleet of Embraer E175 regional jet aircraft (“E175”), Canadair CRJ900 regional jet aircraft (“CRJ900”) and Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550,” have a multiple-class seat configuration, whereas our Canadair CRJ200 regional jet aircraft (“CRJ200”) have a single-class seat configuration. During 2022, we formed SkyWest Charter, LLC (“SWC”), which offers on-demand charter services using CRJ200 aircraft in a 30-seat configuration. As of September 30, 2025, we had 634 total aircraft in our fleet, including 498 aircraft in scheduled service or under contract pursuant to our code-share agreements, summarized as follows:
E175
CRJ900
CRJ700/CRJ550
CRJ200
United
73
Delta
American
Alaska
Aircraft in scheduled service or under contract
265
38
122
498
SWC
Leased to third parties
Other (1)
56
84
Total Fleet
54
177
138
634
Our business model is based on providing scheduled regional airline service under code-share agreements (commercial 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. In exchange for such services, our major airline partners pay us either fixed fees to operate the flight, referred to as “capacity purchase agreement,” or we receive a percentage of applicable passenger ticket revenues on the designated flights we operate, referred to as “prorate agreement.” Our success is principally centered on our ability to meet the needs of our major airline partners by providing a reliable and safe operation at attractive economics. From September 30, 2024, to September 30, 2025, we made changes to our fleet, including the addition of six new E175 aircraft and one partner-financed E175 aircraft.
We anticipate our fleet will continue to evolve, as we are scheduled to add a total of 13 new E175 aircraft with United between the fourth quarter of 2025 and the end of 2026, 16 new E175 aircraft with Delta from 2027 to 2028 (which are expected to replace 11 CRJ900s and five CRJ700s SkyWest is currently flying under contract with Delta) and one new E175 aircraft with Alaska in 2026. We also have multiple agreements with United to place 29 used CRJ550 aircraft into service between the fourth quarter of 2025 and the end of 2026. Timing of placing these additional aircraft into service, including delivery timing on acquired aircraft, may be subject to change as we are coordinating with our
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major airline partners in response to labor availability or other factors. Our primary objective in the fleet changes is to improve our profitability by adding new E175 aircraft and used CRJ700, CRJ550 and CRJ900 aircraft, commonly referred to as “dual-class aircraft” due to the first-class seat offerings, to our capacity purchase agreements or prorate agreements, and potentially removing older aircraft from service that typically require higher maintenance costs.
As of September 30, 2025, approximately 44.8% of our aircraft in scheduled service or under contract were operated for United, approximately 28.3% were operated for Delta, approximately 18.5% were operated for American and approximately 8.4% were operated for Alaska.
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 capacity purchase agreements and prorate agreements. For the nine months ended September 30, 2025, our capacity purchase revenue represented approximately 84.8% of our total flying agreements revenue and our prorate and SWC revenue, combined, represented approximately 15.2% of our total flying agreements revenue. On capacity purchase 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. We control scheduling, pricing and seat inventories on certain prorate routes, and we share passenger fares with our major airline partners according to prorate formulas. We are also responsible for the operating costs of the prorate flights, including fuel and airport costs.
Third Quarter Summary
We had total operating revenues of $1.1 billion for the three months ended September 30, 2025, a 15.0% increase compared to total operating revenues of $912.8 million for the three months ended September 30, 2024. We had net income of $116.4 million, or $2.81 per diluted share, for the three months ended September 30, 2025, compared to net income of $89.7 million, or $2.16 per diluted share, for the three months ended September 30, 2024. The significant items affecting our revenue and operating expenses during the three months ended September 30, 2025, are outlined below:
Revenue
The number of aircraft we have in scheduled service or under contract pursuant to our code-share agreements and the number of block hours we incur on our flights are primary drivers of 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 of our revenue under our prorate agreements. The number of aircraft we have in scheduled service or under contract pursuant to our code-share agreements increased from 484 as of September 30, 2024 to 498 as of September 30, 2025, or by 2.9%; and the number of block hours increased from 334,459 for the three months ended September 30, 2024 to 384,247 for the three months ended September 30, 2025, or by 14.9%, due to an increase in the number of aircraft operating under our capacity purchase agreements and an increase in the scheduled daily utilization of our aircraft driven by an increase in the number of available captains. As of the date of this Quarterly Report on Form 10-Q, the Company believes its scheduled aircraft utilization is no longer constrained by the number of available captains.
Our capacity purchase revenue increased $83.5 million, or 11.0%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily as a result of an increase in completed block hours for the comparable periods. As a result of a higher number of passengers carried on our prorate routes and an increase in the number of prorate and charter flights operated year-over-year, our prorate and SWC revenue increased $44.3 million, or 36.1%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.
Operating Expenses
Our total operating expenses increased $94.5 million, or 12.1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in operating expenses was primarily due to an increase in our direct operating expenses associated with the increase in the number of flights we operated for the
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three months ended September 30, 2025, compared to the three months ended September 30, 2024. Departures increased from 201,397 for the three months ended September 30, 2024 to 226,305 for the three months ended September 30, 2025, or by 12.4%, and our total block hours increased 14.9% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Additional details regarding the increase in our operating expenses are described in the section of this Report entitled “Results of Operations.”
Fleet Activity
The following table summarizes our fleet scheduled for service or under contract as of:
Aircraft in Service or Under Contract
September 30, 2024
E175s
262
258
CRJ900s
36
CRJ700s/CRJ550s
119
CRJ200s
75
81
492
484
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 1 to our consolidated financial statements for the year ended December 31, 2024, and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are presented in our Annual Report on Form 10-K for the year ended December 31, 2024. 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, long-lived assets, 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. There have been no significant changes in our critical accounting estimates during the nine months ended September 30, 2025.
See Note 1 to the condensed consolidated financial statements for a description of recent accounting pronouncements.
Results of Operations
Three Months Ended September 30, 2025 and 2024
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 September 30, 2025, compared to the three months ended September 30, 2024, was primarily due to additional aircraft operating under our capacity purchase agreements and an increase in the number of block hours incurred per aircraft as the number of available captains did not limit our flight schedules during the three months ended September 30, 2025, compared to the three months ended September 30, 2024, which allowed for a higher scheduled utilization of our aircraft.
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Block hours by aircraft type:
% Change
221,665
206,607
7.3
%
24,270
22,957
5.7
85,858
59,807
43.6
52,454
45,088
16.3
Total block hours
384,247
334,459
14.9
Departures
226,305
201,397
12.4
Passengers carried
12,446,270
11,263,322
10.5
Passenger load factor
84.0
83.7
0.3
pts
Average passenger trip length (miles)
457
455
0.4
Operating Revenues
The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands):
$ Change
127,790
14.5
9,453
32.3
137,243
15.0
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 and on-demand charter flights. 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, maintenance services provided to third parties and providing airport counter, gate and ramp services.
We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands):
Capacity purchase agreements flight operations revenue
48,217
7.7
Capacity purchase agreements aircraft lease revenue
171,636
136,392
35,244
25.8
44,329
36.1
The increase in “Capacity purchase agreements flight operations revenue” of $48.2 million, or 7.7%, was primarily due to an increase in block hour production from aircraft under our capacity purchase agreements, offset by a decrease in the recognition of revenue that was previously deferred related to fixed monthly payments for flight operations received under our capacity purchase agreements for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Under our capacity purchase agreements, we are paid a fixed amount per month per aircraft over the contract term. We recognize the total projected fixed monthly payments per aircraft as revenue proportionately to the number of block hours we complete for each reporting period, relative to the estimated number of block hours we anticipate completing over the remaining contract term. Under our capacity purchase agreements, the performance obligation of each completed flight is measured in block hours incurred for each completed flight. Based on the number of completed block hours during the three months ended September 30, 2025, we recognized $11.3 million of previously deferred revenue, net of unbilled revenue, related to the non-lease fixed monthly payments we received associated with our flight operations revenues. For the three months ended September 30, 2024, we recognized $18.2 million of previously deferred revenue, net of unbilled revenue, related to non-lease fixed monthly payments received associated with our flight operations revenues. The timing of our revenue recognition related to the fixed payments associated with our flight operations will be adjusted over the remaining contract term for each capacity
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purchase agreement based on the number of block hours we complete each reporting period relative to the number of block hours we anticipate completing over the remaining contract term of each capacity purchase agreement.
The increase in “Capacity purchase agreements aircraft lease revenue” of $35.2 million, or 25.8%, was primarily due to the addition of aircraft under our capacity purchase agreements from September 30, 2024 and a contract extension that reallocated certain fixed monthly lease revenue from flight operations revenue under one of our capacity purchase agreements in 2025 based on relative standalone selling prices of the lease and non-lease components. Under our capacity purchase agreements, a portion of the consideration we are paid is designed as reimbursement for certain aircraft ownership costs and is considered lease revenue, including fixed monthly payments and variable payments. We recognize the fixed monthly lease payments as lease revenue using the straight-line basis over the capacity purchase agreement term and variable lease payments are recognized in the period when the block hours are completed. Additionally, we recognized $5.8 million of previously deferred lease revenue, net of unbilled revenue, during the three months ended September 30, 2025, using the straight-line basis for fixed monthly lease payments, compared to recognizing $0.5 million of previously deferred revenue, net of unbilled revenue, during the three months ended September 30, 2024.
The deferred revenue balance applicable to each contract will be recorded as revenue over the term of each respective contract. For clarity, under our “Capacity purchase agreements flight operations revenue” and “Capacity purchase agreements aircraft lease revenue” combined, we recognized $17.1 million of previously deferred revenue, net of unbilled revenue, during the three months ended September 30, 2025, compared to recognizing $18.7 million of deferred revenue, net of unbilled revenue, during the three months ended September 30, 2024. Our total deferred revenue balance associated with our “Capacity purchase agreements flight operations revenue” and our “Capacity purchase agreements aircraft lease revenue,” net of unbilled revenue, was $269.4 million as of September 30, 2025, compared to total deferred revenue, net of unbilled revenue, of $322.4 million as of December 31, 2024.
The increase in prorate agreements and SWC revenue of $44.3 million, or 36.1%, was primarily due to an increase in prorate passengers and passenger revenue we received on routes we operated under our prorate agreements during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in prorate passengers as compared to the prior year period was primarily driven by an increase in departures due to the improvement in the number of available captains during the three months ended September 30, 2025.
The increase in lease, airport services and other revenues of $9.5 million, or 32.3%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was primarily due to an increase in revenue from maintenance services provided to third parties.
Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands):
14,199
3.8
66,326
36.5
(4,188)
(4.3)
9,234
40.8
11,492
50.6
(2,528)
(3.2)
94,535
12.1
Salaries, wages and benefits. The $14.2 million, or 3.8%, increase in salaries, wages and benefits was primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated, partially offset by operating efficiencies from higher utilization of our aircraft, during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Aircraft maintenance, materials and repairs. The $66.3 million, or 36.5%, increase in aircraft maintenance expense was primarily due to incremental maintenance costs incurred on our CRJ fleet, an increase in our flight volume, which increased our maintenance activity and related expenses, and maintenance services provided to third parties for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Depreciation and amortization. The $4.2 million, or 4.3%, decrease in depreciation and amortization expense was primarily a result of extending the estimated useful lives on our CRJ700/CRJ550 fleet by an average of three years and revising the residual values of the assets accordingly during the fourth quarter of 2024, offset by an increase in depreciation expense related to the acquisition of six new E175 aircraft and spare engines since September 30, 2024.
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. The $9.2 million, or 40.8%, increase in airport-related expenses for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was primarily due to an increase in subcontracted airport services, station rents and landing fees as a result of an increase in the number of flights we operated under our prorate agreements. 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.
Aircraft fuel. The $11.5 million, or 50.6%, increase in fuel cost was primarily due to an increase in the number of flights we operated under our prorate agreements and under SWC and the corresponding increase in gallons of fuel we purchased, offset by a decrease in our average fuel cost per gallon from $3.10 for the three months ended September 30, 2024 to $3.04 for the three months ended September 30, 2025. We purchase and incur expense for all fuel on flights operated under our prorate agreements and SWC. All fuel costs incurred under our capacity purchase agreements 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 and SWC, for the periods indicated:
(in thousands)
Fuel gallons purchased
11,270
7,336
53.6
Fuel expense
Other operating expenses. Other operating expenses primarily consist of aircraft rentals, property taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel costs and credit loss reserves. The $2.5 million, or 3.2%, decrease in other operating expenses was primarily related to a decrease in simulator and other training costs attributed to a reduction in newly hired pilots, partially offset by an increase in other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Summary of interest expense, interest income, other income (expense), net and provision for income taxes
Interest Expense. Interest expense decreased $2.2 million, or 7.9%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease in interest expense was primarily related to a decrease in outstanding debt. At September 30, 2025 we had $2.4 billion of outstanding debt, compared to $2.7 billion at September 30, 2024. Our average effective interest rate for the three months ended September 30, 2025 and 2024, was 4.3% and 4.1%, respectively.
Interest income. Interest income decreased $1.9 million, from $12.5 million for the three months ended September 30, 2024, to $10.6 million for the three months ended September 30, 2025. The decrease in interest income was primarily related to a decrease in interest rates on our marketable securities from September 30, 2024 to September 30, 2025.
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Other income (expense), net. Other income, net of expenses decreased $2.0 million during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Other income (expense), net primarily consists of the unrealized and realized gains and losses on our investments in other companies, income or loss related to our equity method investments and gains or losses on the sale of assets. The decrease in other income, net of expenses was primarily a result of a decrease in the fair value of our investments in other companies, offset by gains on the sale of assets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Provision for income taxes. For the three months ended September 30, 2025 and 2024, our effective income tax rates were 26.0% and 22.8%, respectively, which included 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 was primarily related to a discrete tax benefit from the release of a previously recorded uncertain tax position liability and a discrete tax benefit from a release of the valuation allowance on state net operating losses anticipated to be utilized prior to expiration for the three months ended September 30, 2024, compared to no benefits for such items for the three months ended September 30, 2025.
Net income. Primarily due to the factors described above, we generated net income of $116.4 million, or $2.81 per diluted share, for the three months ended September 30, 2025, compared to net income of $89.7 million, or $2.16 per diluted share, for the three months ended September 30, 2024.
Nine Months Ended September 30, 2025 and 2024
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 nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to additional aircraft operating under our capacity purchase agreements and an increase in the number of block hours incurred per aircraft as the number of available captains did not limit our flight schedules during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, which allowed for a higher scheduled utilization of our aircraft.
648,593
580,799
11.7
69,929
61,172
14.3
245,261
176,403
39.0
148,888
123,348
20.7
1,112,671
941,722
18.2
651,017
560,154
16.2
34,929,392
31,103,792
12.3
82.0
83.0
(1.0)
467
(2.1)
414,836
16.6
35,357
42.3
450,193
17.4
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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 and on-demand charter flights. 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.
231,031
13.1
476,781
405,409
71,372
17.6
112,433
34.0
The increase in “Capacity purchase agreements flight operations revenue” of $231.0 million, or 13.1%, was primarily due to an increase in block hour production from aircraft under our capacity purchase agreements and an increase in the recognition of revenue that was previously deferred related to fixed monthly payments for flight operations received under our capacity purchase agreements for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. Under our capacity purchase agreements, we are paid a fixed amount per month per aircraft over the contract term. We recognize the total projected fixed monthly payments per aircraft as revenue proportionately to the number of block hours we complete for each reporting period, relative to the estimated number of block hours we anticipate completing over the remaining contract term. Under our capacity purchase agreements, the performance obligation of each completed flight is measured in block hours incurred for each completed flight. Based on the number of completed block hours during the nine months ended September 30, 2025, we recognized $38.3 million of previously deferred revenue, net of unbilled revenue, related to the non-lease fixed monthly payments we received associated with our flight operations revenues. For the nine months ended September 30, 2024, we recognized $23.6 million of previously deferred revenue, net of unbilled revenue, related to non-lease fixed monthly payments received associated with our flight operations revenues. The timing of our revenue recognition related to the fixed payments associated with our flight operations will be adjusted over the remaining contract term for each capacity purchase agreement based on the number of block hours we complete each reporting period relative to the number of block hours we anticipate completing over the remaining contract term of each capacity purchase agreement.
The increase in “Capacity purchase agreements aircraft lease revenue” of $71.4 million, or 17.6%, was primarily due to the addition of aircraft under our capacity purchase agreements from September 30, 2024 and a contract extension that reallocated certain fixed monthly lease revenue from flight operations revenue based on relative standalone selling prices of the lease and non-lease components under one of our capacity purchase agreements during the nine months ended September 30, 2025. Under our capacity purchase agreements, a portion of the consideration we are paid is designed as reimbursement for certain aircraft ownership costs and is considered lease revenue, including fixed monthly payments and variable payments. We recognize the fixed monthly lease payments as lease revenue using the straight-line basis over the capacity purchase agreement term and variable lease payments are recognized in the period when the block hours are completed. Additionally, we recognized $14.7 million of previously deferred lease revenue, net of unbilled revenue, during the nine months ended September 30, 2025, using the straight-line basis for fixed monthly lease payments, compared to recognizing $1.5 million of previously deferred revenue, net of unbilled revenue, during the nine months ended September 30, 2024.
The deferred revenue balance applicable to each contract will be recorded as revenue over the term of each respective contract. For clarity, under our “Capacity purchase agreements flight operations revenue” and “Capacity purchase agreements aircraft lease revenue” combined, we recognized $53.0 million of previously deferred revenue, net of unbilled revenue, during the nine months ended September 30, 2025, compared to recognizing $25.1 million of deferred revenue, net of unbilled revenue, during the nine months ended September 30, 2024.
The increase in prorate agreements and SWC revenue of $112.4 million, or 34.0%, was primarily due to an increase in prorate departures, passengers and passenger revenue we received on routes we operated under our prorate agreements driven by an improvement in the number of available captains during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. Additionally, a portion of the increase was attributed to
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an increase in SWC revenue during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
The increase in lease, airport services and other revenues of $35.4 million, or 42.3%, was primarily due to an increase in maintenance services provided to third parties, an increase in the number of leased assets, and an increase in lease rates during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
75,749
7.0
185,629
36.4
(17,276)
(6.0)
25,750
42.2
20,947
32.1
26,327
11.8
317,126
14.2
Salaries, wages and benefits. The $75.7 million, or 7.0%, increase in salaries, wages and benefits was primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated, partially offset by operating efficiencies from higher utilization of our aircraft during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Aircraft maintenance, materials and repairs. The $185.6 million, or 36.4%, increase in aircraft maintenance expense was primarily due incremental maintenance costs incurred on our CRJ fleet, an increase in our flight volume, which increased our maintenance activity and related expenses, and an increase in maintenance service activities provided to third parties for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Depreciation and amortization. The $17.3 million, or 6.0%, decrease in depreciation and amortization expense was primarily a result of extending the estimated useful lives on our CRJ700/CRJ550 fleet by an average of three years and revising the residual values of the assets accordingly during the fourth quarter of 2024, offset by an increase in depreciation expense related to the acquisition of six new E175 aircraft and spare engines since September 30, 2024.
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. The $25.8 million, or 42.2%, increase in airport-related expenses for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to an increase in subcontracted airport services, station rents, weather-related aircraft deicing costs and landing fees as a result of an increase in the number of flights we operated under our prorate agreements. 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.
Aircraft fuel. The $20.9 million, or 32.1%, increase in fuel cost was primarily due to an increase in the number of flights we operated under our prorate agreements and under SWC and the corresponding increase in gallons of fuel we purchased, offset by a decrease in our average fuel cost per gallon from $3.30 for the nine months ended September 30, 2024 to $2.98 for the nine months ended September 30, 2025. We purchase and incur expense for all fuel on flights operated under our prorate agreements and SWC. All fuel costs incurred under our capacity purchase agreements 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 and SWC, for the periods indicated:
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28,870
19,776
46.0
Other operating expenses. Other operating expenses primarily consist of aircraft rentals, property taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel costs and credit loss reserves. The $26.3 million, or 11.8%, increase in other operating expenses was primarily related to an increase in our credit loss reserve as a result of our assessment of higher credit risk of certain outstanding receivables and an increase in other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Interest Expense. Interest expense decreased $7.3 million, or 8.4%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease in interest expense was primarily related to a decrease in outstanding debt. At September 30, 2025 we had $2.4 billion of outstanding debt, compared to $2.7 billion at September 30, 2024. Our average effective interest rate for the nine months ended September 30, 2025 and 2024, was 4.3% and 4.1%, respectively.
Interest income. Interest income decreased $4.4 million, from $36.1 million for the nine months ended September 30, 2024, to $31.7 million for the nine months ended September 30, 2025. The decrease in interest income was primarily related to a decrease in interest rates from September 30, 2024 to September 30, 2025.
Other income (expense), net. Other income, net of expenses increased $6.5 million during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. Other income (expense), net primarily consists of the unrealized and realized gains and losses on our investments in other companies, income or loss related to our equity method investments and gains or losses on the sale of assets. The increase in other income, net of expenses was primarily a result of an increase in the fair value of our investments in other companies for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Provision for income taxes. For the nine months ended September 30, 2025 and 2024, our effective income tax rates were 23.5% and 24.4%, respectively, which included the statutory federal income tax rate of 21% and other reconciling income tax items, including state income taxes, the impact of non-deductible expenses and a discrete tax benefit on employee equity awards that vested during the period. The decrease in the effective tax rate was primarily related to a higher discrete tax benefit from additional tax deductions generated from employee equity awards that vested for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Net income. Primarily due to the factors described above, we generated net income of $337.2 million, or $8.14 per diluted share, for the nine months ended September 30, 2025, compared to net income of $225.6 million, or $5.44 per diluted share, for the nine months ended September 30, 2024.
Our Business Segments
For the three months ended September 30, 2025, our reportable segments, which were the basis of our internal financial reporting, consisted of (1) the operations of SkyWest Airlines and SWC (collectively, “SkyWest Airlines and SWC”) and (2) SkyWest Leasing activities. 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.
The following table sets forth our SkyWest Airlines and SWC segment data for the three months ended September 30, 2025 and 2024 (in thousands):
(dollar amounts in thousands)
134,193
17.7
63,000
36.3
3,673
9.9
(202)
(7.1)
Other segment items(1)
21,607
17.5
SkyWest Airlines and SWC Segment profit(2)
31,916
71.6
SkyWest Airlines and SWC Segment Profit. SkyWest Airlines and SWC segment profit was $76.5 million for the three months ended September 30, 2025, compared to $44.6 million for the three months ended September 30, 2024.
SkyWest Airlines and SWC block hour production increased 14.9%, from 334,459 for the three months ended September 30, 2024 to 384,247 for the three months ended September 30, 2025, primarily due to additional aircraft operating under our capacity purchase agreements and an increase in the number of available captains, which allowed for a higher scheduled utilization of our aircraft. Significant items contributing to the SkyWest Airlines and SWC segment profit for the three months ended September 30, 2025 are set forth below.
SkyWest Airlines and SWC operating revenues increased $134.2 million, or 17.7%, from the three months ended September 30, 2024, to the three months ended September 30, 2025, primarily as a result of an increase in block hour production during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
SkyWest Airlines and SWC’s salaries, wages and benefits expense increased $14.2 million, or 3.8%, primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated, partially offset by operating efficiencies from higher utilization of our aircraft during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
SkyWest Airlines and SWC’s aircraft maintenance, materials and repairs expense increased $63.0 million, or 36.3%, primarily due to an increase in incremental maintenance costs incurred on our CRJ fleet and higher flight volume, which increased the maintenance activity and related expenses, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
SkyWest Airlines and SWC’s depreciation and amortization expense increased $3.7 million, or 9.9%, primarily due to acquiring additional assets, including engines and CRJ550 aircraft since September 30, 2024.
SkyWest Airlines and SWC’s interest expense decreased $0.2 million, or 7.1%, primarily due to a decrease in outstanding debt from September 30, 2024 to September 30, 2025.
SkyWest Airlines and SWC’s other segment items increased $21.6 million, or 17.5%, primarily related to an increase in fuel costs, airport-related expenses, such as subcontracted airport services, station rents and landing fees and other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
35
The following table sets forth our SkyWest Leasing segment data for the three months ended September 30, 2025 and 2024 (in thousands):
3,050
2.0
3,326
42.1
(7,861)
(13.2)
(1,995)
(8.0)
523
(5.1)
SkyWest Leasing Segment profit(2)
9,057
12.6
SkyWest Leasing Segment Profit. SkyWest Leasing profit increased $9.1 million, or 12.6%, during the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to an increase in revenue from maintenance services provided to third parties, a decrease in depreciation and amortization expense primarily as a result of extending the estimated useful lives on our CRJ700/CRJ550 fleet during the fourth quarter of 2024 and a decrease in interest expense driven by a decrease in outstanding debt. These increases in segment profit were partially offset by incremental maintenance services provided to third parties and an increase in our credit loss reserves on certain outstanding receivables for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
For the nine months ended September 30, 2025, our reportable segments, which were the basis of our internal financial reporting, consisted of (1) the operations of SkyWest Airlines and SWC and (2) SkyWest Leasing activities. 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.
The following table sets forth our SkyWest Airlines and SWC segment data for the nine months ended September 30, 2025 and 2024 (in thousands):
446,587
21.1
164,433
33.5
7,314
6.6
(765)
60,382
139,474
171.0
SkyWest Airlines and SWC Segment Profit. SkyWest Airlines and SWC segment profit was $221.0 million for the nine months ended September 30, 2025, compared to $81.6 million for the nine months ended September 30, 2024.
SkyWest Airlines and SWC block hour production increased 18.2%, from 941,722 for the nine months ended September 30, 2024 to 1,112,671 for the nine months ended September 30, 2025, primarily due to additional aircraft operating under our capacity purchase agreements and an increase in the number of available captains, which allowed for a higher scheduled utilization of our aircraft. Significant items contributing to the SkyWest Airlines and SWC segment profit for the nine months ended September 30, 2025 are set forth below.
SkyWest Airlines and SWC operating revenues increased $446.6 million, or 21.1%, from the nine months ended September 30, 2024, to the nine months ended September 30, 2025, primarily as a result of an increase in block hour production during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
SkyWest Airlines and SWC’s salaries, wages and benefits expense increased $75.7 million, or 7.0%, primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated, partially offset by operating efficiencies from higher utilization of our aircraft during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
SkyWest Airlines and SWC’s aircraft maintenance, materials and repairs expense increased $164.4 million, or 33.5%, primarily due to incremental maintenance costs incurred on our CRJ fleet and higher flight volume, which increased the maintenance activity and related expenses, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
SkyWest Airlines and SWC’s depreciation and amortization expense increased $7.3 million, or 6.6%, primarily due to acquiring additional assets, including engines and CRJ550 aircraft since September 30, 2024.
SkyWest Airlines and SWC’s interest expense decreased $0.8 million, or 8.0%, primarily due to a decrease in outstanding debt from September 30, 2024 to September 30, 2025.
SkyWest Airlines and SWC’s other segment items increased $60.4 million, or 17.6%, primarily related to an increase in fuel costs, airport-related expenses, such as subcontracted airport services, station rents, weather-related aircraft deicing costs and landing fees and other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
The following table sets forth our SkyWest Leasing segment data for the nine months ended September 30, 2025 and 2024 (in thousands):
37
3,606
0.8
21,196
106.3
(24,590)
(13.7)
(6,543)
(8.5)
10,551
(37.0)
2,992
1.4
SkyWest Leasing Segment Profit. SkyWest Leasing profit increased $3.0 million, or 1.4%, during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to an increase in revenue from maintenance services provided to third parties, a decrease in interest expense due to a decrease in outstanding debt from September 30, 2024 to September 30, 2025, and a decrease in depreciation and amortization expense primarily as a result of extending the estimated useful lives on our CRJ700/CRJ550 fleet during the fourth quarter of 2024. These increases in segment profit were partially offset by an increase in our credit loss reserve as a result of our assessment of the credit risk of the outstanding receivables and an increase in aircraft maintenance, materials and repairs due to incremental maintenance services provided to third parties.
Liquidity and Capital Resources
As of September 30, 2025, we had $753.4 million in cash and cash equivalents and marketable securities. As of September 30, 2025, we had $75.5 million available for borrowings under our line of credit. Given our available liquidity as of September 30, 2025, 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 and debt service obligations for at least the next 12 months.
Our total cash, cash equivalents and marketable securities decreased from $801.6 million as of December 31, 2024 to $753.4 million as of September 30, 2025, or by $48.2 million. At September 30, 2025, our total capital mix (measured as a ratio of total stockholder equity and total long-term debt, including current maturities) was 52.9% equity and 47.1% total long-term debt, compared to 47.4% equity and 52.6% total long-term debt at December 31, 2024. During the nine months ended September 30, 2025, we repurchased 580,257 shares of our common stock for $57.6 million under a share repurchase program authorized by our Board of Directors.
As of September 30, 2025, and December 31, 2024, we had $47.3 million and $47.1 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions. We had no restricted cash as of September 30, 2025, and December 31, 2024.
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 nine months ended September 30, 2025 and 2024, and our total cash and marketable securities positions as of September 30, 2025, and December 31, 2024 (in thousands):
Net cash provided by operating activities
202,295
39.9
Net cash used in investing activities
(400,206)
336.3
Net cash used in financing activities
(14,255)
4.0
(80.4)
134,565
23.4
753,359
801,628
(48,269)
Cash Flows provided by Operating Activities
Our cash flows provided by operating activities was $708.9 million for the nine months ended September 30, 2025, compared to $506.6 million for the nine months ended September 30, 2024. 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, asset impairment charges, 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 unbilled revenue.
The increase in our cash flow from operations for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to an increase in income before income taxes for the nine months ended September 30, 2025, compared the nine months ended September 30, 2024, and an increase in accounts payable and other liabilities due to the timing of cash payments for the comparable periods.
Cash Flows used in Investing Activities
Our cash flows used in investing activities was $519.2 million for the nine months ended September 30, 2025, compared to cash flows used in investing activities of $119.0 million for the nine months ended September 30, 2024. Our investing cash flows are typically impacted by various factors including our capital expenditures, such as the acquisition of aircraft and spare engines; deposit payments and refunds of previously made deposits 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.
Excluding the purchase and sale of marketable securities, which results in the transfer of dollars between our investments in marketable securities and our cash accounts, our cash used in investing activities increased from $147.6 million for the nine months ended September 30, 2024, to $384.8 million for the nine months ended September 30, 2025. The increase in cash used in investing activities, excluding the transfer of dollars between our investments in marketable securities and our cash accounts, was primarily due to an increase of $216.4 million used in the acquisition of property and equipment and an increase of $31.1 million used for aircraft deposits for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Cash Flows used in Financing Activities
Our cash flows used in financing activities was $372.5 million for the nine months ended September 30, 2025, compared to cash used in financing activities of $358.2 million for the nine months ended September 30, 2024. 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 $14.3 million decrease in cash used in financing activities for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due an increase of $20.3 million in cash used for employee income taxes paid on vested equity awards in lieu of shares and an increase of $19.1 million in cash used to purchase treasury stock, offset by an increase of $24.0 million in proceeds from the issuance of long-term debt for the
39
purchase of two new E175 aircraft during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Significant Commitments and Obligations
General
See Note 7, “Leases, Commitments, Guarantees 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 September 30, 2025, we had a firm purchase commitment for 74 new E175 aircraft from Embraer with delivery dates anticipated into 2032. We also had a firm purchase commitment to purchase 12 used CRJ900 airframes with anticipated delivery dates in 2025.
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 a combination of 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 74 E175 aircraft with approximately 75-85% debt and the remaining balance with cash. We intend to use cash to purchase the 12 used CRJ900 airframes.
Aircraft Lease and Facility Obligations
We also have long-term lease obligations, primarily relating to our facilities, aircraft and engines. Excluding aircraft financed by our major airline partners that we operate for them under contract, we had eight aircraft under lease with remaining terms ranging from four years to five years as of September 30, 2025. These eight leased aircraft are subleased to a third party. Future minimum lease payments due under all long-term operating leases were approximately $123.0 million at September 30, 2025. Assuming a 6.2% discount rate, which is the average incremental borrowing rate we anticipate we would have incurred on debt obtained over a similar term to acquire these assets, the present value of these lease obligations would have been equal to approximately $84.8 million at September 30, 2025.
Long-term Debt Obligations
As of September 30, 2025, we had $2.4 billion of long-term debt, which consisted of $2.2 billion of debt used to finance aircraft and spare engines and $200.6 million of unsecured debt payable to the U.S. Department of the Treasury (“Treasury”). The average effective interest rate on our debt obligations was approximately 4.3% at September 30, 2025.
Under our capacity purchase agreements, our major airline partners compensate us for our costs of 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.
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 our aircraft financing and leasing agreements.
We have guaranteed $13.0 million in promissory notes of a third party in the event the third party defaults on their payments. The third party’s loans are secured by aircraft and engines.
40
Seasonality
Our results of operations for any interim period are not necessarily indicative of those for an entire year, because 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 of 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.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Aircraft Fuel
In the past, we have not experienced sustained material difficulties with fuel availability, and we currently expect to be able to obtain fuel at prevailing prices in quantities sufficient to meet our future needs. Pursuant to our capacity purchase agreements, United, Delta, American and Alaska have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. We bear the economic risk of fuel price fluctuations on our prorate and SWC operations. For the nine months ended September 30, 2025, approximately 15.2% of our total flying agreements revenue was derived from prorate agreements and SWC. For the nine months ended September 30, 2025, the average price per gallon of aircraft fuel was $2.98. For illustrative purposes only, we have estimated the impact of the market risk of fuel price fluctuations on our prorate and SWC operations using a hypothetical increase of 25% in the price per gallon we purchase. Based on this hypothetical assumption, we would have incurred an additional $21.5 million in fuel expense for the nine months ended September 30, 2025.
Interest Rates
As of September 30, 2025, our long-term debt secured by aircraft and spare engines had fixed interest rates. We currently intend to finance the acquisition of aircraft through long-term debt. Changes in interest rates may impact our actual cost to acquire future aircraft. To the extent we place new aircraft in service under our capacity purchase agreements with United, Delta, American, Alaska or other carriers, our capacity purchase agreements currently provide that reimbursement rates will be adjusted to reflect the interest rates effective at the closing of the respective aircraft financing. As such, a hypothetical 50 basis point change in market interest rates would not have a material effect on our financial results. At September 30, 2025, of the $200.6 million unsecured debt payable to Treasury, $95.4 million had a fixed interest rate of 1.0% and the remaining $105.2 million had a variable interest rate of the applicable Secured Overnight Financing Rate ("SOFR") plus 2.00%. The interest rate under the $95.4 million unsecured loans is scheduled to increase to the applicable SOFR rate plus 2.0% upon the fifth anniversary of each disbursement. We received disbursements under these unsecured loans from January 2021 through April 2021. We use the effective interest rate method to record interest expense assuming the unsecured loans are outstanding for the full 10-year term.
Labor and Inflation Risk
The global economy has experienced, and continues to experience high rates of inflation. We cannot predict how long these inflationary pressures will continue, or how they may change over time, but we expect to see continued impacts on the global economy and our Company.
As a result, our costs have become, and we expect they will continue to be, subject to inflationary pressures, and we may not be able to fully offset such higher costs through price increases under our capacity purchase agreements. Salaries, wages and benefits expense represented 45.5% of our total operating expense for the nine months ended September 30, 2025. For illustrative purposes, a hypothetical increase of 25% to our salaries, wages and benefits during the nine months ended September 30, 2025, would have increased our operating expenses by approximately $289.8 million.
Our inability or failure to offset a material increase in costs due to inflation and/or labor costs could harm our business, financial condition and operating results. Additionally, in the event we are unable to hire and retain qualified pilots or other operational personnel, including flight attendants and maintenance technicians, we may be unable to operate requested flight schedules under our capacity purchase agreements, which could result in a reduction in revenue
and operating inefficiencies, such as incremental new-hire training costs, and could harm our business, financial condition and operating results.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, accurately and within the time periods specified in the rules and forms of the SEC. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2025, those controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control
During the nine months ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to certain legal actions which we consider routine to our business activities. As of September 30, 2025, our 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 our financial position, liquidity or results of operations.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our other filings with the SEC, which factors could materially affect our business, financial condition and results of operations. The risks described in our reports filed with the SEC are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our Board of Directors (the “Board”) has adopted stock repurchase programs which authorize us to repurchase shares of our common stock in the public market or in private transactions, from time to time, at prevailing prices. Our stock repurchase program adopted in May 2023 authorized the repurchase of up to $250.0 million of our common stock. In May 2025, the Board approved a $250 million increase to the existing stock repurchase program. The following table summarizes the repurchases under our stock repurchase program during the three months ended September 30, 2025:
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program (1)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in Thousands)
July 1, 2025 - July 31, 2025
11,101
112.30
265,375
August 1, 2025 - August 31, 2025
47,999
116.45
259,785
September 1, 2025 - September 30, 2025
185,314
106.65
240,021
244,414
108.83
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
3.1
Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-3 filed on November 18, 2005).
3.2
Amended and Restated Bylaws of SkyWest Inc., effective August 6, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 8, 2024).
31.1
31.2
32.2
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, to be signed on its behalf by the undersigned, thereunto duly authorized, on October 31, 2025.
By
/s/ Robert J. Simmons
Robert J. Simmons
Chief Financial Officer