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Print Version CURRENT COMBINED ROUTE SYSTEM Edmonton Saskatoon Calgary Winnipeg Vancouver Cranbrook Victoria Kalispell Spokane Great Falls Seattle/Tacoma Fargo Missoula Bismarck Pasco/Richland/ Helena Kennewick Lewiston Butte Billings Bozeman Montreal Ottawa Portland Minneapolis/St. Paul Wausau West Yellowstone Traverse City Burlington Green Bay Eugene Redmond/Bend Cody Rapid City Gillette Appleton Toronto Portland Boise Idaho Falls Sioux Falls Saginaw North Bend Jackson Hole Grand RochesterSyracuse Sun Valley Milwaukee Madison Rapids Flint Buffalo Albany Manchester Medford Twin Falls Pocatello Casper Klamath Falls Lansing Detroit Crescent City Cedar Rapids Des Moines Cleveland Providence Chicago Scranton Rock Springs South Bend White Plains Eureka/Arcata Omaha Moline Newburgh Redding Elko Hayden/Steamboat Springs Lincoln Peoria New York-LaGuardia Fort Wayne Akron/Canton Harrisburg Newark Salt Lake City Bloominton Allentown Chico Columbus Philadelphia Reno Denver Indianapolis Pittsburgh Kansas City Dayton Aspen Cincinnati Baltimore Sacramento Grand Junction Washington Dulles Colorado Springs St. Louis Louisville Montrose Gunnison Evansville Charleston Oakland Charlottesville San Francisco Modesto Cedar City Wichita Springfield Lexington Richmond San Jose Durango Bristol/Kingsport/ Newport News/Williamsburg Fresno St. George Johnson City Roanoke Lynchburg Norfolk Monterey Las Vegas Nashville Knoxville Greensboro/High Point/Winston-Salem Tulsa Northwest Arkansas Raleigh/Durham BakersfieldInyokern San Luis Obispo Fort Smith Chattanooga Asheville Fayetteville Oklahoma City Memphis Charlotte New Bern Santa Maria Albuquerque Jacksonville Santa Barbara Burbank Lawton Little Rock Huntsville Greer Oxnard Ontario Florence Wilmington Los Angeles Myrtle Beach Palm Springs Phoenix Columbus/ Atlanta Columbia Long Beach Orange County Starkville/ West Point Birmingham Charleston Carlsbad Imperial/El Centro Dallas Columbus Augusta Tucson San Diego Yuma Monroe Montgomery Shreveport Jackson Meridian Albany Savannah El Paso Killeen Alexandria Valdosta Gulfport Mobile Dothan Brunswick Baton Rouge Fort PensacolaWalton Tallahassee Beach Austin New Orleans Panama City Gainesville Houston Lafayette San Antonio Daytona Beach Melbourne Sarasota Grand Bahamas Island SkyWest Key West Ground Handled Only SkyWest - Seasonal Los Cabos Puerto Vallarta Pacific Mountain Central Eastern Atlantic 8:00 9:00 (Arizona does not observe Daylight Savings) 10:00 Belize 11:00 NOON EFFECTIVE MARCH 2009 To our Shareholders For many years we have been able to report to our shareholders the continued significant progress and growth of SkyWest, Inc. In spite of the economic difficulties our industry and the world faced during 2008, we have been able to increase stockholders’ equity and improve our balance sheet through generating additional cash and reducing debt. As we forecasted, in late 2007, we didn’t acquire the large number of aircraft on an annual basis in 2008 as we had historically been accustomed to. For the year ended December 31, 2008, we produced $3.5 billion in total operating revenues and generated $112.9 million in net income or $1.93 per diluted share. That was no small achievement considering that many carriers in our industry experienced losses for the year. As of December 31, 2008, our total combined fleet was 442 aircraft consisting of 374 regional jets, 56 EMB-120 turboprop aircraft and 12 ATR72 turboprop aircraft. During 2008, we acquired four CRJ200’s, two CRJ700’s and three CRJ900’s, all of which are regional jets. With this combined fleet we generated 22 billion available seat miles (‘‘ASMs’’) for 2008, however it resulted in a 4.1% reduction in ASM’s, compared to 2007. This reduction in ASMs was directly attributable to the difficulties experienced by our major partners and resulted in a 4.3% reduction in the scheduled block hours that we fly on their behalf. Additionally, we amended our agreement with Midwest Airlines, Inc. to remove nine CRJ200 aircraft from operations that we had been flying under the Midwest Connection program. During 2008, we also continued the execution of a previously announced transition plan whereby we began to take delivery of 22 regional jet aircraft, four CRJ900’s and 18 CRJ700’s which we intend to use to replace 23 aging EMB120 turboprop aircraft. In conjunction with this plan, we took delivery of three CRJ900’s, during 2008, with most of the firm- ordered aircraft scheduled to be delivered during 2009. The last five aircraft are scheduled for delivery early in 2010. At the same time these aircraft continue to deliver in 2009, we intend to transition out of the remaining 15 EMB120 turboprop aircraft. It is our expectation that we will complete the entire transition in early 2010. Also, late in 2008, we reached an agreement with Delta Air Lines and were awarded 10 additional CRJ900 regional jet aircraft which are scheduled for delivery in early 2009. It is currently anticipated that all 10 aircraft will be operated by Atlantic Southeast Airlines, Inc. under a capacity purchase agreement. Another positive development during the year was the consummation of a share purchase agreement with Trip Linhas Aereas, (‘‘TRIP’’) a regional airline headquartered in Campinas, Brazil. TRIP currently operates a fleet of 20 turboprop aircraft consisting of (12) ATR42 and (8) ATR72’s. TRIP has also placed an order for five ERJ175 regional jets that are scheduled to begin delivering in March of 2009. Additionally, they are acquiring new ATR72 aircraft in order to expand their business and take advantage of the growing Brazilian economy. Our agreement allows for an investment of up to $30 million, to be paid in tranches over the next two years, based on TRIP meeting certain defined financial objectives. As of year end, we had invested $5 million in TRIP resulting in an ownership of about 7% of the company. As of December 31, 2008, our total cash and marketable securities balance was $705.2 million which was an increase of $44.8 million over the previous year end. We achieved this increase in our cash balances even after investing $102.6 million in repurchases of our common stock. During 2008, we repurchased 5.4 million shares at an average cost of $19.16. We are currently authorized to repurchase up to an additional 4.6 million shares as part of a Board- authorized stock repurchase program. Our long-term debt was $1.68 billion as of December 31, 2008, compared to $1.73 billion as of December 31, 2007. We believe our balance sheet and liquidity position are strong and will allow us to deploy our capital in opportunistic ways. We also believe our strength is reflected in the high-quality service we provide through our relationships with United Airlines and Delta Air Lines. We operate 163 aircraft in United Express operations that constitutes 53% of the entire United Express program and we operate 258 aircraft in Delta Connection operations which constitutes 35% of the entire Delta Connection program. As these percentages indicate, our major partners have validated their reliance on our ability to deliver what we say we will deliver. We do that day after day. During 2008, we carried 33.5 million passengers on behalf of our partners. We are also currently delivering over 2,300 daily departures to 214 cities in the United States, Canada, Mexico and the Caribbean on behalf of our partners. Our challenge and our opportunity for 2009 is to continue improving our top operational performance, improve cost efficiencies and develop improved methods of meeting the needs of our current and prospective partners. We are a strong company, well positioned with capital and people and are committed to succeed and continue to be leaders in our industry. We will continue to use these strengths to provide shareholder value and provide value to all of the SkyWest, Inc. stakeholders. Sincerely, 13MAR200820562581 Jerry C. Atkin Chairman and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-14719 SKYWEST, INC. Incorporated under the Laws of Utah 87-0292166 (IRS Employer ID No.) 444 South River Road St. George, Utah 84790 (435) 634-3000 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, No Par Value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes អ No ፤ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of this Act. Yes No ፤ Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ፤ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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