11-K 1 a17-15656_111k.htm 11-K

Table of Contents

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

REPURCHASE SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x      ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the year ended December 31, 2016

 

or

 

o         TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                       to                       

 

Commission File No. 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

 

SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

 

Index to Financial Statements and Supplemental Schedule

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

3

 

 

Financial Statements:

 

Statements of Assets Available for Benefits as of December 31, 2016 and 2015

4

Statement of Changes in Assets Available for Benefits for the Year Ended December 31, 2016

5

Notes to Financial Statements

6

 

 

Supplemental Schedule*:

 

Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2016

11

 


*Other supplemental schedules required by section 2520-103.10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Plan Administrators of the

SkyWest, Inc. Employees’ Retirement Plan

 

We have audited the accompanying statements of assets available for benefits of the SkyWest, Inc. Employees’ Retirement Plan (the “Plan”) as of December 31, 2016 and 2015 and the related statement of changes in assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Management of the Plan has determined that the Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  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 assets available for benefits of the SkyWest, Inc. Employees’ Retirement Plan as of December 31, 2016 and 2015, and the changes in assets available for benefits for the year ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

 

The supplemental schedule has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule.  In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the U.S. Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended.  In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Tanner LLC

 

Salt Lake City, Utah

June 23, 2017

 

3



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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

 

Statements of Assets Available for Benefits

 

 

 

As of December 31,

 

 

 

2016

 

2015

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

Mutual funds and participant-directed brokerage accounts

 

$

481,579,567

 

$

429,674,128

 

Stable value funds

 

51,144,815

 

44,803,913

 

SkyWest, Inc. Common Stock Fund

 

14,971,687

 

9,107,904

 

 

 

 

 

 

 

Notes receivable from participants

 

15,487,192

 

16,829,244

 

 

 

 

 

 

 

Assets available for benefits

 

$

563,183,261

 

$

500,415,189

 

 

See accompanying notes to financial statements.

 

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

 

Statement of Changes in Assets Available for Benefits

 

For the Year Ended December 31, 2016

 

Additions:

 

 

 

Contributions:

 

 

 

Participants

 

$

33,586,081

 

Employer

 

22,489,347

 

 

 

 

 

Total contributions

 

56,075,428

 

 

 

 

 

Interest income on notes receivable from participants

 

675,185

 

 

 

 

 

Net investment income:

 

 

 

Interest and dividends

 

7,042,159

 

Net appreciation in fair value of investments

 

40,173,630

 

 

 

 

 

Total net investment income

 

47,215,789

 

 

 

 

 

Total additions

 

103,966,402

 

 

 

 

 

Deductions:

 

 

 

Distributions to participants

 

40,611,491

 

Administrative expenses

 

586,839

 

 

 

 

 

Total deductions

 

41,198,330

 

 

 

 

 

Net increase in assets available for benefits

 

62,768,072

 

 

 

 

 

Assets available for benefits:

 

 

 

Beginning of the year

 

500,415,189

 

 

 

 

 

End of the year

 

$

563,183,261

 

 

See accompanying notes to financial statements.

 

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

Notes to Financial Statements

 

(1)                                 Description of the Plan

 

The following description of the SkyWest, Inc. Employees’ Retirement Plan (the “Plan”) is provided for general information purposes only.  Participants should refer to the Plan document and summary plan description for a more complete description of the Plan’s provisions.

 

(a)                                 General

 

SkyWest, Inc. (the “Company”, “Plan Sponsor” or “Employer”) adopted the Plan, effective April 1, 1977.  The Plan is a defined contribution plan and is intended to be a qualified retirement plan under Section 401(a) of the Internal Revenue Code (“IRC”) of 1986, as amended.  It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The Plan was most recently restated on January 1, 2016.

 

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.

 

(b)                                 Eligibility

 

All of the employees of the Company who have completed 90 days of service 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 eligibility requirements.  Employees must affirmatively elect to participate in the Plan.

 

(c)                                  Participant Accounts

 

Individual accounts are maintained for each Plan participant.  Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, and an allocation of investment earnings, and is charged with withdrawals and an allocation of investment losses and expenses.  The allocations are based on participant earnings or account balances.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

(d)                                 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.  Annual salary reduction contributions cannot exceed the lesser of 100% of the participant’s eligible compensation or the maximum amount allowable under the IRC, which was $18,000 during 2016 ($24,000 for participants age 50 and older).

 

Employees are eligible for the Company match when they have completed one year of service and have enrolled in the Plan.  Employees must be making contributions to the Plan in order to receive the Company match.  During 2016, the Company matched 100% of each eligible participant’s salary reduction contribution up to levels ranging from 2% to 7% of compensation, based on position and years of service.  Additionally, each year the Company may make a discretionary contribution based on its earnings.  An employee is eligible to participate in the discretionary contribution program if he or she has made salary reduction contributions.  The Company made a discretionary contribution in 2016 of $2,833,275.  Company discretionary contributions are allocated based on the participants’ contributions as a percentage of total participant contributions.

 

(e)                                  Participant-Directed Options for Investments

 

Participants direct the investment of their contributions and the Company matching and discretionary contributions into various investments offered by the Plan.  Investment options include mutual funds, stable value funds, and SkyWest, Inc. common stock.  Participants may change their elections or transfer investments between funds at any time.

 

Participants with SkyWest, Inc. common stock in their accounts may direct the sale of the stock and the investment of the resulting proceeds into other investments offered by the Plan.

 

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(f)                                    Vesting and Payment of Benefits

 

Participants are immediately vested 100% in their account balances.  Benefits are normally paid at retirement, disability, death, or other termination.  Benefits 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.

 

(g)                                 Notes 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 exceed the lesser of $50,000 or 50% of the participant’s vested account balance.

 

(h)                                 Custodian and Record Keeper

 

Wells Fargo Institutional Trust Services (“Wells Fargo”) provides the record keeping and custodial services for the Plan.  Wells Fargo is also a directed trustee of the Plan.

 

(i)                                    Parties-in-Interest

 

The Company, participants and Wells Fargo are considered parties-in-interest to the Plan.  The Company’s common stock and Wells Fargo managed mutual funds are investment options in the Plan.

 

(j)                                    Termination of the 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 have a non-forfeitable interest in their accounts.

 

(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 (“U.S. GAAP”).

 

(b)                                 Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the reported amounts of assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported changes in assets available for benefits during the reporting period.  Actual results could differ from these estimates.

 

(c)                                  Risks and Uncertainties

 

The Plan provides for investments in securities that are exposed to various risks, such as interest rate, currency exchange rate, credit and overall market fluctuation.  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 participants’ account balances and the amounts reported in the statements of assets available for benefits.

 

(d)                                 Investment Valuation and Income Recognition

 

Mutual funds are valued at quoted market prices, which represent the net asset values of units held by the Plan at year-end.  Units of the Company’s common stock fund and stable value funds are valued using the net asset value, which approximates fair value, on the last business day of the Plan year.  Unrealized appreciation or depreciation caused by fluctuations in the market value of investments is recognized in the statement of changes in assets available for benefits.  Dividends and interest are reinvested as earned.  Purchases and sales of investments are recorded on a trade-date basis.

 

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(e)                                  Distributions to Participants

 

Distributions to participants are recorded when paid.

 

(f)                                    Notes Receivable from Participants

 

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. If a participant ceases to make loan repayments and the Plan Administrators deem the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

 

(g)                                 Administrative Expenses

 

The Plan pays substantially all administrative expenses of the Plan, other than some legal and accounting fees, which are paid by the Plan Sponsor.

 

(h)                                 Interest and Dividend Income

 

Interest income is recorded as earned on the accrual basis.  Dividend income is recorded on the ex-dividend date.

 

(i)                                    Recently Issued Accounting Standards Update

 

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in a plan’s financial statements. This guidance is effective for fiscal years beginning after December 15, 2015, and must be retrospectively applied. The Plan adopted this guidance as of January 1, 2016, removing the Company’s common stock fund and stable value funds from the fair value hierarchy, which did not have a material impact on the Plan’s financial statements.

 

In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. ASU 2015-12 Part I designates contract value as the only required measure for fully benefit-responsive investment contracts. ASU 2015-12 Part II simplifies the investment disclosure requirements under existing U.S. GAAP, including eliminating the disclosure of (1) individual investments that represent 5 percent or more of net assets available for benefits and (2) the net appreciation or depreciation for investments by general type. The Plan adopted this guidance as of January 1, 2016 and separately presented the Company’s common stock fund and stable value funds from other assets in the Statements of Assets Available for Benefits as of December 31, 2016 and 2015 and modified  certain disclosures in the notes to financial statements.  The Plan also eliminated the disclosure of individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation for investments by general type.

 

Management believes the adoption of this guidance reduces unnecessary complexity in the financial statements and improves the usefulness of the information provided to users of these financial statements.

 

(j)                                    Subsequent Events

 

The Plan Administrators have evaluated events occurring subsequent to December 31, 2016 through the date of issuance of these financial statements.

 

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(3)                                 Party-in-Interest Transactions

 

Transactions in shares of the Company’s common stock qualify as exempt party-in-interest transactions under the provisions of ERISA.  The Plan held 957,854 and 1,108,348 shares of SkyWest, Inc. common stock with a fair value of $14,971,687 and $9,107,904 as of December 31, 2016 and 2015, respectively.

 

Plan investments include mutual funds and a collective trust fund managed by Wells Fargo, the Plan trustee, and therefore are party-in-interest transactions.  While transactions involving Plan assets with a party-in-interest may be prohibited, these transactions are exempt under ERISA Section 408(b)(8).

 

Notes receivable from participants totaling $15,487,192 and $16,829,244 as of December 31, 2016 and 2015, respectively, are also considered exempt party-in-interest transactions.

 

(4)                                 Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated February 22, 2012, stating that the Plan is designed in accordance with applicable sections of the IRC and, therefore, the related trust is exempt from taxation.  As of December 31, 2016, the Plan was required to make certain corrective distributions in order to remain qualified under IRC 401(a).  Subsequent to December 31, 2016, the Plan made the corrective distributions in accordance with IRS regulations.  Although the Plan has been restated since receiving the determination letter and is awaiting an updated determination letter from the IRS, the Plan Administrators believe the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan, as amended, is qualified and the related trust is tax exempt.

 

(5)                                 Fair Value Measurements

 

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.  U.S. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs when measuring fair value, with the following three levels of inputs:

 

Level 1 — Valuation is based upon quoted prices in active markets for identical securities.

 

Level 2 — Valuation is based upon other significant observable inputs that reflect the assumptions market participants would use in pricing the asset developed on market data obtained from sources independent of the Plan.

 

Level 3 — Valuation is based upon unobservable inputs that reflect the assumptions that Plan management believes market participants would use in pricing the asset, based on the best information available.

 

As of December 31, 2016 and 2015, the Plan 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 December 31, 2016

 

 

 

(in 000’s)

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Mutual funds

 

$

476,854

 

$

442,141

 

$

34,713

 

$

 

Stable value funds*

 

51,145

 

 

 

 

Common stock fund*

 

14,972

 

 

 

 

Participant-directed brokerage accounts

 

4,726

 

4,726

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

547,697

 

$

446,867

 

$

34,713

 

$

 

 

 

 

Fair Value Measurements as of December 31, 2015

 

 

 

(in 000’s)

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Mutual funds

 

$

429,673

 

$

369,945

 

$

59,728

 

$

 

Stable value funds*

 

44,804

 

 

 

 

Common stock fund*

 

9,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

483,585

 

$

369,945

 

$

59,728

 

$

 

 

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* The fair values for the stable value funds and commons stock fund are provided above to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of assets available for benefits.  In accordance with ASU 2015-12, the stable value fund and the common stock fund are measured using the net asset value per unit as a practical expedient and therefore are not classified in the fair value hierarchy.  Prior year amounts have been retrospectively adjusted for consistency with this presentation as required upon the adoption of ASU 2015-07 and ASU 2015-12.

 

The SkyWest, Inc. Common Stock Fund (the “Common Stock Fund”), the Wells Fargo Stable Return Fund, and the T. Rowe Price Stable Value (the “Stable Value Funds”) are valued at the net asset value (NAV) of units of the respective funds. The NAV, as provided by the respective fund trustees, is used as a practical expedient to estimating fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.

 

The Stable Value Funds are designed to provide safety of principal with consistency of returns with minimal volatility by employing a strategy of investing in investment contracts and security-backed contracts while employing broad diversification among contract issuers and underlying securities. The Plan Sponsor is able to redeem the investment in the Stable Value Funds by providing a 12-month notice. Although the notice requirement is 12 months, Wells Fargo and T. Rowe Price have indicated the ability to redeem the investment sooner.  Redemption frequency for the Stable Value Funds is immediate, and the Stable Value Funds contains no unfunded commitments. There are no other significant restrictions on the ability to redeem the investment.

 

The Common Stock Fund includes investments in SkyWest, Inc. common stock. Redemption frequency for the Common Stock Fund is immediate, the Common Stock Fund contains no unfunded commitments, and has no redemption restrictions.

 

(6)                                 Plan Amendments

 

During 2016, the Plan was restated to incorporate all previous amendments and resubmitted to the IRS for favorable determination to comply with regulatory requirements for resubmission.

 

(7)                                 Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of assets available for benefits as reported in the financial statements as of December 31, 2016 and 2015 to the Form 5500:

 

 

 

December 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Assets available for benefits as reported in the financial statements

 

$

563,183,261

 

$

500,415,189

 

Adjustment from contract value to fair value for stable value funds

 

1,742

 

224,020

 

 

 

 

 

 

 

Assets available for benefits as reported in the Form 5500

 

$

563,185,003

 

$

500,639,209

 

 

The following difference between the financial statements and the Form 5500 is due to the adjustment from fair value to contract value of the stable value funds for the year ended December 31, 2016.

 

Net increase in assets available for benefits as reported in the financial statements

 

$

62,768,072

 

 

 

 

 

Net adjustment from contract value to fair value for stable value funds

 

(222,278

)

 

 

 

 

Net increase in assets available for benefits as reported in the Form 5500

 

$

62,545,794

 

 

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Supplemental Schedule

 

SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

EIN 87-0292166, Plan 001

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

As of December 31, 2016

 

(a)

 

(b) Identity of issue, borrower,
lessor, or similar party

 

(c) Description of investment including
maturity date, rate of interest,
collateral, par, or maturity value

 

(e) Current value

 

Number
of units

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group

 

Vanguard Institutional Index

 

$

52,511,924

 

257,626

 

 

 

 

 

 

 

 

 

 

 

*

 

Wells Fargo

 

Wells Fargo Stable Return Fund

 

45,565,773

 

855,005

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS

 

MFS Value

 

38,774,110

 

1,079,157

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs

 

Goldman Sachs Small Cap Value

 

37,771,775

 

629,005

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Blue Chip Growth Trust

 

34,713,256

 

1,306,975

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan West Asset Mgmt.

 

Metropolitan West Total Return Bond

 

30,215,948

 

2,866,788

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Mid-Cap Growth

 

29,223,331

 

387,732

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2030

 

29,116,255

 

1,292,333

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2040

 

28,508,526

 

1,228,286

 

 

 

 

 

 

 

 

 

 

 

 

 

American Funds

 

American Funds EuroPacific Growth R6

 

26,405,220

 

586,262

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2035

 

25,905,820

 

1,500,290

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2045

 

22,607,956

 

1,447,372

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price New Horizons

 

21,995,873

 

507,871

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2025

 

19,654,717

 

1,268,046

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group

 

Vanguard Extended Market Index Inst

 

16,180,727

 

222,507

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2020

 

15,487,221

 

758,806

 

 

 

 

 

 

 

 

 

 

 

*

 

SkyWest, Inc.

 

SkyWest, Inc. Common Stock Fund

 

14,971,687

 

957,854

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS

 

MFS International Value R3

 

14,650,758

 

422,334

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2050

 

10,070,291

 

766,384

 

 


*                    Indicates a party-in-interest to the Plan.

 

Column (d), cost information, is not applicable for participant-directed investments.

 

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SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

EIN 87-0292166, Plan 001

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

As of December 31, 2016 (Continued)

 

(a)

 

(b) Identity of issue, borrower,
lessor, or similar party

 

(c) Description of investment including
maturity date, rate of interest,
collateral, par, or maturity value

 

(e) Current Value

 

Number
of Units

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan

 

JPMorgan Mid Cap Value L

 

$

9,709,510

 

266,745

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Stable Value N

 

5,579,042

 

5,579,042

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2015

 

3,334,897

 

235,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self Directed Brokerage Invested Account

 

2,697,115

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2055

 

2,531,713

 

192,233

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group

 

Vanguard Total Bond Market Index Admiral

 

2,246,073

 

210,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self Directed Brokerage Liquid Account

 

2,028,941

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group

 

Vanguard Total Intl Stock Index Admiral

 

1,602,517

 

65,064

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2010

 

1,443,540

 

83,201

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2005

 

1,332,466

 

103,613

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price International Discovery

 

497,377

 

9,353

 

 

 

 

 

 

 

 

 

 

 

 

 

Fidelity

 

Fidelity Low Priced Stock

 

344,389

 

6,960

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price

 

T. Rowe Price Retirement 2060

 

17,321

 

1,708

 

 

 

 

 

 

 

 

 

 

 

*

 

Plan participants

 

Notes receivable from participants at 4.25% - 10.00% interest, with maturity dates from 2016 through 2030, collateralized by the respective participants’ account balances

 

15,487,192

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

563,183,261

 

 

 

 


*                    Indicates a party-in-interest to the Plan.

 

Column (d), cost information, is not applicable for participant-directed investments.

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

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Table of Contents

 

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 their behalf by the undersigned hereunto duly authorized.

 

Date: June 23, 2017

SKYWEST, INC. EMPLOYEES’ RETIREMENT PLAN

 

 

 

 

By:

SkyWest, Inc., Plan Sponsor

 

 

 

 

 

/s/ Eric J. Woodward

 

 

Eric J. Woodward

 

 

Chief Accounting Officer

 

 

of SkyWest, Inc.

 

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Table of Contents

 

Exhibit Index

 

Exhibit Number

 

Description of Exhibit

23.1

 

Consent of Independent Registered Public Accounting Firm

 

14