8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  November 8, 2007

SKYWEST, INC.

(Exact name of registrant as specified in its charter)

Utah	0-14719	87-0292166
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

444 South River Road
St. George, Utah	84790
(Address of principal executive offices)	(Zip Code)

(435) 634-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02—RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 8, 2007, SkyWest, Inc. (“SkyWest”) issued a press release announcing its financial results for the quarter ended September 30, 2007.  The full text of SkyWest’s press release, together with related unaudited financial and operating highlights, is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

Exhibit Number	Title of Document	Location
99.1	Press release dated November 8, 2007	Attached

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SKYWEST, INC.
Date: November 7, 2007	By	/s/Bradford R. Rich
	Bradford R. Rich, Executive Vice President,
	Chief Financial Officer and Treasurer

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE                                                                                                                                      ;                                                                                                                                                        

For Further Information Contact:                                                                                                                                                               &# 160;                                            

Michael J. Kraupp

Vice President Finance and Treasurer             

Telephone:  (435) 634-3212

Fax:  (435) 634-3205

FOR IMMEDIATE RELEASE:          November 8, 2007

SKYWEST ANNOUNCES THIRD QUARTER 2007 RESULTS

St. George, Utah—SkyWest, Inc. (NASDAQ: SKYW) today reported operating revenues of $875.6 million for the third quarter ended September 30, 2007, a 10.6% increase, compared to $791.8 million for the same period last year.  SkyWest also reported net income of $42.9 million for the quarter ended September 30, 2007, or $0.68 per diluted share, compared to $40.7 million of net income or $0.63 per diluted share for the same period last year. 

SkyWest also reported operating revenues of $2.52 billion for the nine months ended September 30, 2007, an 8.4% increase, compared to $2.33 billion for the same period last year.  SkyWest also reported net income of $118.3 million for the nine months ended September 30, 2007, or $1.83 per diluted share, compared to $114.6 million of net income or $1.82 per diluted share for the same period last year.

The primary items of significance affecting the third quarter of 2007 are outlined below:

Total operating revenues for the third quarter of 2007 increased primarily as a result of a 14.7% increase in available seat miles (ASMs) and by increased fuel cost reimbursements by SkyWest’s major partners that are recorded as operating revenues and operating expenses, under contract flying arrangements.  Operating revenues were also impacted by a 3.3% decrease in revenue per available seat mile

Total operating expenses and interest per ASM for the third quarter of 2007, excluding fuel charges of $284.1 million or $0.047 per ASM, was $0.088, which was the same as the quarter ended September 30, 2006. 

Total ASMs for the third quarter of 2007 increased 14.7% from the third quarter of 2006, primarily as a result of SkyWest increasing its fleet size to 437 aircraft as of September 30, 2007, from 407 as of September 30, 2006.  At September 30, 2007, SkyWest’s fleet consisted of:  365 regional jets (233 Delta, 117 United and 15 Midwest); 60 EMB-120 aircraft (48 United, and 12

Delta); and 12 ATR72 aircraft (all Delta).  During the third quarter of 2007, SkyWest generated 6.06 billion ASMs, compared to 5.28 billion ASMs during the same period of 2006. 

During the quarter ended September 30, 2007, SkyWest continued repurchasing outstanding shares of its common stock under a 5 million share stock buyback program previously authorized by its board of directors.  As of September 30, 2007, SkyWest had repurchased approximately 4.2 million shares under the program, at an average cost of $24.94 per share and a total cost of approximately $103.8 million.  SkyWest intends to continue to purchase common shares of its outstanding stock under the authorized stock buyback program, from time to time, as it deems appropriate.

On October 12, 2007, SkyWest announced plans to acquire 22 additional regional jet aircraft allowing for the retirement of 23 EMB-120 turboprop aircraft.  SkyWest intends to operate these additional aircraft under existing capacity purchase agreements for both United and Delta with 18 of the aircraft operating in United Express operations and 4 of the aircraft operating in Delta Connections operations with all of the aircraft being allocated to SkyWest Airlines, Inc.  It is currently anticipated that aircraft deliveries would begin in the fourth quarter of 2008 and continue through 2009.  Delivery dates and a manufacturer of the aircraft have not yet been determined.

SkyWest recorded stock based compensation expense of approximately $2.9 million ($1.8 million after tax) for the quarter ended September 30, 2007.  Future stock based compensation expense will be contingent upon the amount of future option or stock grants that are made by SkyWest’s Board of Directors.

At September 30, 2007 SkyWest had $728.3 million in cash and marketable securities compared to $651.9 million as of December 31, 2006.  SkyWest’s long-term debt increased to approximately $1.77 billion as of September 30, 2007, compared to $1.68 billion at December 31, 2006, consistent with SkyWest’s refinancing arrangements on aircraft and making normal recurring debt payments.  During the quarter ended September 30, 2007, SkyWest took delivery of three CRJ 200 aircraft and financed them through third-party operating leases.  SkyWest has significant long-term lease obligations that are recorded as operating leases and are not reflected as liabilities on SkyWest’s consolidated balance sheets.  At a 7.39% discount factor, the present value of these lease obligations was approximately $2.1 billion as of September 30, 2007.

Under SkyWest Airlines United Express agreement, specific amounts are included in the rates charged for mature maintenance on regional jet aircraft engines that SkyWest records as revenue.  However, consistent with the time and material maintenance policy, as more fully described in SkyWest’s Annual Report on Form 10-K for the year ended December 31, 2006, SkyWest records maintenance expense on its CRJ200 regional jet aircraft engines as the maintenance events occur.  As a result, during the third quarter of 2007, SkyWest collected and recorded as revenue $7.7 million (pretax) under the United Express agreement which is net of any regional jet engine maintenance overhauls.

SkyWest Airlines, based in St. George, Utah, and Atlantic Southeast Airlines, Inc. (“ASA”), based in Atlanta, Georgia are wholly owned subsidiaries of SkyWest.  SkyWest Airlines operates

as United Express, Delta Connection and Midwest Connect carriers under contractual agreements with United Airlines, Delta Air Lines and Midwest Airlines.  ASA operates as a Delta Connection carrier under a contractual agreement with Delta Air Lines.  System-wide, SkyWest serves a total of approximately 236 cities in the United States, Canada, Mexico and the Caribbean, with approximately 2,637 daily departures.  This press release and additional information regarding SkyWest, Inc. can be accessed at www.skywest.com.

In addition to historical information, this release contains forward-looking statements.  SkyWest may, from time-to-time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements encompass SkyWest's beliefs, expectations, hopes or intentions regarding future events.  Words such as “expects,” “intends,” “believes,” “anticipates,” “should,” “likely” and similar expressions identify forward-looking statements.  All forward-looking statements included in this release 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 statement. Actual results will vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others: the failure to successfully operate as anticipated under the terms of the Delta Connection, United Express and Midwest Connect Agreements; the impact of negotiations with ASA’s organized labor forces and the impact of the costs of such labor forces on SkyWest’s operations and financial condition; and the challenges of competing successfully in a highly competitive and rapidly changing industry.  Other factors that may cause actual results to vary from SkyWest’s expectations include developments associated with fluctuations in the economy and the demand for air travel; ongoing negotiations between SkyWest and its major partners regarding their contractual relationships; variations in market and economic conditions; the impact of global instability, including the continued impact of the United States military presence in foreign countries, the September 11, 2001 terrorist attacks and the potential impact of future hostilities, terrorist attacks or other global events; employee relations and labor costs; ability to attract and retain qualified labor; rapidly escalating fuel costs; the degree and nature of competition; potential fuel shortages in markets where SkyWest Airlines or ASA operates; the impact of weather-related or other natural disasters on air travel and airline costs; the ability of SkyWest Airlines and ASA to expand services in new and existing markets and to maintain profit margins in the face of pricing pressures; aircraft deliveries; SkyWest’s ability to obtain financing; and other unanticipated factors.  Risk factors, cautionary statements and other conditions which could cause actual results to differ from management’s current expectations are contained in SkyWest’s filings with the Securities and Exchange Commission, including the section of SkyWest’s Annual Report on form 10-K, entitled “Risk Factors.”

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SKYWEST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars and Shares in Thousands, Except per Share Amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Operating revenues:
Passenger	$	867,076		$	784,597		$	2,493,999		$	2,303,357
Ground handling and other	8,525			7,244			25,618			21,743
	875,601			791,841			2,519,617			2,325,100
Operating expenses:
Flying operations	487,551			447,702			1,368,512			1,288,899
Customer service	103,032			99,767			328,258			298,793
Maintenance	101,196			78,057			292,148			230,148
Depreciation and amortization	53,169			47,420			155,622			140,171
General and administrative	38,184			31,124			114,177			106,836
	783,132			704,070			2,258,717			2,064,847
Operating income	92,469			87,771			260,900			260,253
Other income (expense):
Interest income	8,674			5,378			23,915			12,512
Interest expense	(32,831		)	(28,987		)	(95,134		)	(86,049		)
Gain (loss) on sale of property and equipment	0			0			467			(1,084		)
	(24,157		)	(23,609		)	(70,752		)	(74,621		)
Income before income taxes	68,312			64,162			190,148			185,632
Provision for income taxes	25,385			23,477			71,810			71,073
Net income	$	42,927		$	40,685		$	118,338		$	114,559
Basic earnings per share	$	0.69		$	0.64		$	1.87		$	1.85
Diluted earnings per share	$	0.68		$	0.63		$	1.83		$	1.82
Weighted average common shares:
Basic	61,942			63,870			63,344			61,986
Diluted	62,888			64,482			64,657			62,886

                                                                           Unaudited Operating Highlights

	Three Months Ended September 30,								Nine Months Ended September 30,
Operating Highlights	2007			2006			% Change		2007			2006			% Change
Passengers carried	9,137,212			8,171,812			11.8		25,892,757			23,725,518			9.1
Revenue passenger miles (000)	4,811,281			4,156,637			15.7		13,497,141			11,857,945			13.8
Available seat miles (000)	6,059,501			5,281,794			14.7		17,156,421			15,054,072			14.0
Passenger load factor	79.4		%	78.7		%	.7	pts	78.7		%	78.8		%	(.1	)pts
Passenger breakeven load factor	74.0		%	72.9		%	1.1	pts	73.5		%	72.9		%	.6	pts
Yield per revenue passenger mile	$	0.180		$	0.189		(4.8	)	$	0.185		$	0.194		(4.6	)
Revenue per available seat mile	$	0.145		$	0.150		(3.3	)	$	0.147		$	0.154		(4.5	)
Cost per available seat mile	$	0.135		$	0.139		(2.9	)	$	0.137		$	0.143		(4.2	)
Fuel cost per available seat mile	$	0.047		$	0.051		(7.8	)	$	0.045		$	0.050		(10.0	)
Average passenger trip length	527			509			3.5		521			500			4.2
Block Hours	376,999			339,855			10.9		1,074,278			966,911			11.1
Departures	235,974			222,283			6.2		677,674			638,710			6.1

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