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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 11-K

(Mark One)

     
[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2001
     
    or
     
[   ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
    for the transition period from ____________ to ____________.

Commission file number 000-14719

SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN
(Full title of the plan)

SKYWEST, INC.
444 South River Road
St. George, Utah 84790
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)

 


TABLE OF CONTENTS

Independent Auditors’ Report
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) December 31, 2001
SIGNATURES
Exhibit Index
Exhibit 23.1


Table of Contents

REQUIRED INFORMATION

           
      Page
     
Independent Auditors’ Report — KPMG LLP
    1  
Report of Independent Public Accountants — Arthur Andersen LLP
    2  
Financial Statements:
       
 
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000
    3  
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001
    4  
Notes to Financial Statements
    5-9  
Supplemental Schedule:
       
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2001
    10-11  
Signature
    12  
Exhibit 23.1 — Potential Limitation of Remedies Against Arthur Andersen LLP
    14  

 


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Independent Auditors’ Report

The Trustees of the SkyWest, Inc.
Employees’ Retirement Plan:

We have audited the accompanying statement of net assets available for benefits of the SkyWest, Inc. Employees’ Retirement Plan (the Plan) as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements and the schedule referred to below are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule H, Line 4i – schedule of assets (held at end of year) as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP
Salt Lake City, Utah
July 11, 2002

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[This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Plan’s financial statements as of and for the year ended December 31, 2000. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 11-K. Arthur Andersen LLP’s report refers to financial statements not physically included in this Form 11-K. See Exhibit 23.1 for further discussion.]

Report of Independent Public Accountants

To the Trustees of the SkyWest, Inc.
Employees’ Retirement Plan:

We have audited the accompanying statements of net assets available for benefits of the SkyWest, Inc. Employees’ Retirement Plan (the Plan) as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP
Salt Lake City, Utah
June 21, 2001

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Statements of Net Assets Available for Benefits

December 31, 2001 and 2000

                       
          2001   2000
         
 
Assets:
               
 
Investments, at fair value:
               
   
Fidelity Magellan Fund
  $ 10,191,568     $ 11,193,540  
   
Fidelity Spartan Money Market Fund
    7,376,185       5,834,831  
   
Strong Growth Fund
    6,346,789       9,492,047  
   
Janus Overseas Fund
    5,974,224       7,256,861  
   
J.P. Morgan Disciplined Equity Fund
    5,964,316       7,449,121  
   
Harris Associates Oakmark Select Fund
    5,377,812       1,319,983  
   
Turner Small Cap Equity Fund
    4,092,635       4,873,900  
   
Neuberger Berman Genesis
    3,779,606       2,538,574  
   
American Century Equity Income Fund
    2,874,711       1,840,771  
   
Fidelity Equity Income Fund
    2,806,923       2,598,493  
   
Fidelity Puritan Fund
    2,381,590       1,886,231  
   
RYDEX OTC Fund
    2,061,377       1,701,363  
   
Strong Corporation Bond Fund
    1,983,582       1,321,560  
   
SkyWest, Inc. Common Stock
    1,551,395       1,086,984  
   
Banc of America Nations Marsico Focused Equities Fund
    1,385,874       1,539,458  
   
Vanguard Admiral Intermediate-Term Treasury Fund
    747,753       193,475  
   
Participant Directed Brokerage Accounts
    661,790       917,238  
   
Deutsche International Equity Fund
    524,441       669,091  
 
   
     
 
 
    66,082,571       63,713,521  
 
Participant loans receivable
    2,583,496       2,287,175  
 
   
     
 
     
Total investments
    68,666,067       66,000,696  
 
Other receivable
    15,240        
 
   
     
 
     
Net assets available for benefits
  $ 68,681,307     $ 66,000,696  
 
   
     
 

See accompanying notes to financial statements.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2001

               
Additions:
       
 
Contributions:
       
   
Participants
  $ 7,700,789  
   
Employer
    5,773,636  
 
   
 
     
Total contributions
    13,474,425  
 
   
 
 
Investment income (loss):
       
   
Interest and dividends
    1,234,911  
   
Net unrealized depreciation in fair market value of investments
    (6,868,307 )
   
Net realized loss on disposition of investments
    (2,003,850 )
 
   
 
     
Investment loss, net
    (7,637,246 )
 
   
 
     
Total additions, net
    5,837,179  
Distributions to participants
    (3,027,032 )
Administration expenses
    (129,536 )
 
   
 
     
Net increase in net assets available for benefits
    2,680,611  
Net assets available for benefits:
       
 
Beginning of year
    66,000,696  
 
   
 
 
End of year
  $ 68,681,307  
 
   
 

See accompanying notes to financial statements.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

December 31, 2001 and 2000

(1)    Plan Description
 
     The following description is provided for general information purposes only. More complete information regarding the plan’s provisions may be found in the plan document.

        (a)    Participation
 
             SkyWest, Inc. (the Company) adopted the SkyWest, Inc. Employees’ Retirement Plan (the Plan), a 401(k) plan, effective April 1, 1977. The Plan is a defined contribution plan and is intended to be a qualified retirement plan under the Internal Revenue Code (IRC). It is subject to the provisions of the Employee Retirement Security Act of 1974, as amended (ERISA). The Plan has been amended at various times.
 
             The Plan was established to provide employees with an opportunity to accumulate funds for retirement or disability and to provide death benefits for employees’ dependents and beneficiaries. The Plan’s trustees include three employees of the Company, one of whom is an officer.
 
        (b)    Eligibility, Contributions, and Benefits
 
             Employees who have completed 90 days of service and who have attained 18 years of age are eligible to participate in the Plan. An eligible employee who has enrolled, shall become a participant on the first day of the month coinciding with or following the date that the employee meets the respective eligibility requirements. Employees must affirmatively elect to participate in the Plan.
 
             Effective November 1, 2000, the Plan was amended to allow employees of age 18 with 90 days of service to be eligible to enroll in the Plan. The timing of Plan enrollments was changed from semi-annually to monthly. Employees will be eligible to participate in the employer match program when he or she has completed one year of service and is age 18 or older. An employee will be eligible to participate in the discretionary contribution program when he or she has completed two years of service and is age 18 or older.
 
        (c)    Contributions
 
             Participants elect both the amount of salary reduction contributions and the allocation of the salary reduction contributions among the various investment alternatives within the Plan. Salary reduction contributions cannot exceed the lesser of 15% of the participant’s eligible compensation or the maximum amount allowable under the IRC, which was $10,500 during 2001.
 
             Employees are eligible for the Company match when they have completed one year of service and have enrolled in the Plan. During 2001, the Company matched each participant’s salary reduction contribution at levels ranging from 2% to 6%, based on years of service. Additionally, each year the Company may make a discretionary contribution based on its earnings. The Company made a discretionary contribution of $2,799,071 in 2001. Company discretionary contributions are allocated based on the participants’ eligible compensation.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

December 31, 2001 and 2000

        (d)    Benefits
 
             Participants are immediately vested 100% in their account balances. Benefits are normally paid at retirement, disability, death, or other termination. Benefit distributions may be made in a single lump sum payment, installments, or an annuity. Participants may withdraw funds from the Plan while actively employed subject to specific restrictions set forth in the Plan agreement.
 
        (e)    Investment Options
 
             At December 31, 2001, the Plan provided for 17 investment options from a variety of registered investment companies and a participant directed brokerage account. The registered investment company options are as follows:
               
  Fidelity Magellan Fund — This fund seeks to achieve capital appreciation by investing mainly in equity securities of domestic, foreign, and multinational issuers of all sizes that offer potential growth.
 
  Fidelity Spartan Money Market Fund — This fund invests in high-quality, short-term money market securities of all types, U.S. dollar-denominated money market securities of domestic and foreign issuers, repurchase agreements, and reverse repurchase agreements.
 
  Strong Growth Fund — This fund normally invests at least 65% of its assets in equity securities that have prospects for above-average sales and earnings growth; high return on invested capital; sound balance sheets; and overall financial strength.
 
  Janus Overseas Fund — This fund normally invests 65% of its assets in common stocks of issuers located in at least five foreign countries.
 
  J.P. Morgan Disciplined Equity Fund — This fund primarily invests in equities of medium- and large-capitalization U.S. Companies and has a sector weighting similar to that of the S&P 500 index.
 
  Harris Associates Oakmark Select Fund — This nondiversified fund seeks long-term capital appreciation from investments primarily in common stocks of 12 to 20 U.S. companies.
 
  Turner Small Cap Equity Fund — This fund seeks capital appreciation through investing in a diversified portfolio of common stocks with market capitalization’s not exceeding $1 billion.
 
  Neuberger Banc of America Berman Genesis Trust Fund — This fund seeks capital appreciation through investing primarily in common stocks of issuers located outside the United States.
 
  American Century Equity Income Fund — This fund seeks current income and capital appreciation as a secondary consideration by normally investing in at least 85% of its assets in income-producing securities and at least 15% of its assets in equities.
 
  Fidelity Equity Income Fund — This fund seeks to achieve reasonable income and also considers the potential for capital appreciation by investing mainly in income-producing equity securities.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

December 31, 2001 and 2000

               
  Fidelity Puritan Fund — This fund invests in a broadly diversified portfolio of high-yielding equity and debt securities with preservation of capital as its main objective.
 
  RYDEX OTC Fund — This fund seeks to provide investment results that correspond to the NASDAQ 100 index, a benchmark for over-the-counter securities.
 
  Strong Corporate Bond Fund — This fund normally invests at least 65% of its assets in corporate bonds and the remaining assets in any other type of fixed-income securities, including U.S. Government obligations and mortgage-backed securities.
 
  SkyWest Stock Fund — Invests only in SkyWest Inc. common stock. Shares of SkyWest stock are bought and sold over-the-counter each pay period based on participants’ elections. Voting rights for the common stock held in the SkyWest Stock Fund are passed through to participants. The market value of the SkyWest stock fund is determined based on unitized stock accounting.
 
  Nations Marsico Focused Equities Fund — This fund seeks long-term growth of capital by investing in at least 65% of its assets in common stocks of large companies with a core position of 20 to 30 common stocks.
 
  Vanguard Admiral Intermediate-Term Treasury Fund — This fund seeks to provide current income from investing at least 85% of its assets in high-quality, intermediate-term bonds whose interest and principal payments are backed by the credit of the U.S. government.
 
  Participant Directed Brokerage Fund — This fund allows selected employees to invest up to 50% of their account balance in mutual funds or corporate stocks listed on the major exchanges. This fund has been currently limited to 25 participants.
 
  Deutsche International Equity Fund — This fund seeks long-term capital appreciation by investing at least 65% of its total assets in the stocks and other securities with equity characteristics of companies in developed countries outside the United States.

        (f)    Loans Receivable from Participants
 
             The Plan agreement provides for loans to be made to participants and beneficiaries. The loans must bear a reasonable rate of interest, have specific repayment terms and be adequately secured. Under no circumstances can the amount of the loan be in excess of 50% of the participant’s account balance. As of December 31, 2001 and 2000, loans receivable from participants amounted to $2,583,496 and $2,287,175, respectively, which accrue interest at 10%.

        (g)    Related Parties
 
             The Plan Sponsor and Fidelity Investments Institutional Services Co. (Fidelity) are considered related parties to the Plan. The Plan Sponsor common stock and Fidelity managed mutual funds are investment options in the Plan. Fidelity is the asset custodian for the Plan.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

December 31, 2001 and 2000

(2)    Summary of Significant Accounting Policies

        (a)    Basis of Accounting
 
             The Plan’s financial statements are prepared on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America. Distributions to participants are recorded when paid.
 
        (b)    Use of Estimates
 
             The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of nets assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from these estimates.
 
        (c)    Investment Valuation
 
             The Plan provides for investments in certain investment securities. These securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the accompanying statements of net assets available for benefits.
 
             Investments, other than loans receivable from participants, are carried at quoted market value. Loans receivable from participants are valued at face value, which approximates the future principal, and interest payments discounted at prevailing interest rates for similar instruments. Unrealized appreciation or depreciation caused by fluctuations in the market value of investments is recognized in income currently. Dividends and interest are reinvested as earned. Purchases and sales of investments are recorded on a trade-date basis.
 
        (d)    Expenses
 
             The Plan pays all expenses, other than legal fees.
 
        (e)    Interest and Dividend Income
 
             Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date.
 
        (f)    Net Unrealized Appreciation (Depreciation) in Fair Market Value of Investments
 
             Net unrealized appreciation (depreciation) in fair market value of investments is determined by comparing the fair market value of each investment at the beginning of the plan year (or at the date of purchase for investments acquired during the current plan year) with the fair market value at the end of the plan year.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

December 31, 2001 and 2000

        (g)    Net Realized Gain (Loss) on Disposition of Investments
 
             Net realized gain (loss) on investments is determined by comparing the sales price of each investment as of the disposition date with the fair market value at the beginning of the plan year (or at the date of purchase for investments acquired during the current plan year).
 
        (h)    Termination of Plan
 
             Although it has not expressed any intent to do so, the Company may terminate the Plan at any time subject to the provisions of the Plan and ERISA. If the Plan is terminated, the participants are fully vested and have a nonforfeitable interest in their accounts.

(3)    Tax Status
 
     The Plan is subject to ERISA and contains provisions of the IRC. The Plan is intended to qualify under Section 401(k) of the IRC. The Internal Revenue Service issued a determination letter dated June 1, 1992 stating that the Plan and related trust are designed in accordance with applicable sections of the IRC. The trustees believe that the Plan, as amended, is designed and currently being operated in compliance with the applicable requirements of the IRC. (See note 6)
 
(4)    Investments
 
     During 2001, the Plan’s investments (including investments purchased, sold as well as held during the year) depreciated in value as follows:
         
    Net realized
    and unrealized
    depreciation in
    fair value
    during the year
   
Common stock
  $ 237,823  
Mutual funds
    8,634,334  
 
   
 
 
  $ 8,872,157  
 
   
 

(5)    Plan Amendments
 
     During 2001, the Plan added an investment option to allow participants to invest in the Plan Sponsor’s common stock (SkyWest, Inc. Common Stock). The Plan was amended to restrict Participants investments in SkyWest Common Stock to 25 percent of the total Participants’ account balance.
 
(6)    Subsequent Events
 
     Subsequent to 2001, the Plan was amended in its entirety to become compliant with changes in the tax laws (GUST provisions) relating to qualified plans. The Company requested a GUST determination letter from the IRS on the amended Plan and in July 2002 the Company received a favorable determination letter.

(7) Reconciliation to Form 5500

      The following is a reconciliation of net assets available for benefits in the financial statements with the Form 5500:

                 
As of December 31,

2001 2000


Net assets available for benefits in the financial statements
  $ 68,681,307     $ 66,000,696  
Amounts allocated to withdrawing participants
            (261,173 )
             
 
Net assets available for benefits in the Form 5500
          $ 65,739,523  
             
 

      The following is a reconciliation of benefits paid to participants in the financial statements with the Form 5500:

         
For the Year Ended
December 31, 2001

Benefits paid to participants in the financial statements
  $ 3,027,032  
Amounts allocated to withdrawing participants at December 31, 2000
    (261,173 )
     
 
Benefits paid to participants in the Form 5500
  $ 2,765,859  
     
 

      Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2000 but not yet paid as of that date.

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2001

                           
      (b)   (c)   (e)
      Identity of issuer, borrower,   Description   Current
(a)   lessor, or similar party   of investment   value

 
 
 
 
*
  Fidelity Investments Institutional   97,789 shares of        
 
  Services Co.   Magellan Fund   $ 10,191,568  
 
*
  Fidelity Investments Institutional   7,376,185 shares of Spartan        
 
  Services Co.   Money Market Fund     7,376,185  
 
  Strong Capital Management, Inc.   358,981 shares of        
 
          Strong Growth Fund     6,346,789  
 
  Janus Capital Corp.   294,297 shares of        
 
          Janus Overseas Fund     5,974,224  
 
  J.P. Morgan Investment   420,318 shares of J. P. Morgan        
 
  Management, Inc.   Disciplined Equity Fund     5,964,316  
 
  Harris Associates LP   197,423 shares of        
 
          Oakmark Select Fund     5,377,812  
 
  Turner Investment Partners, Inc.   203,918 shares of Turner Small        
 
          Cap Equity Fund     4,092,635  
 
  Neuberger & Berman   129,839 shares of Neuberger        
 
  Management, Inc.   Berman Genesis Fund     3,779,606  
 
  American Century Investments   402,621 shares of        
 
          Equity Income Fund     2,874,711  
 
*
  Fidelity Investments Institutional   57,554 shares of Equity        
 
  Services Co.   Income Fund     2,806,923  
 
*
  Fidelity Investments Institutional   134,782 shares of        
 
  Services Co.   Puritan Fund     2,381,590  
 
  Rydex Global Advisors   186,550 shares of        
 
          RYDEX OTC Fund     2,061,377  
 
  Strong Capital Management, Inc.   188,913 shares of Strong        
 
          Corporation Bond Fund     1,983,582  
 
*
  SkyWest, Inc.   60,959 shares of Common Stock     1,551,395  
 
  Banc of America Advisors, Inc.   91,962 shares of        
 
          Nations Marsico Focused        
 
          Equities Fund     1,385,874  

(Continued)

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2001

                         
    (b)   (c)   (e)
    Identity of issuer, borrower,   Description   Current
(a)   lessor, or similar party   of investment   value

 
 
 
 
  The Vanguard Group   67,793 shares of Vanguard
       
 
          Admiral Intermediate-Term
       
 
          Treasury Fund   $ 747,753  
 
  Participant Directed Brokerage                
 
  Accounts             661,790  
 
  Deutsche Asset Management   27,792 shares of International
       
 
          Equity Fund     524,441  
 
  Plan Participants   435 loans at 10% interest,
       
 
          with maturity dates through 2016
       
 
          collateralized by respective
       
 
          participants' account balances     2,583,496  
 
               
 
 
              $ 68,666,067  


*   Denotes party-in-interest

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN
 
 
  By:  /s/ Michael J. Kraupp
 
  Name: Michael J. Kraupp
Title: Trustee

Date: July 15, 2002

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Exhibit Index

     
23.1   Potential Limitation of Remedies Against Arthur Andersen LLP

13