Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

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 No. 1-7259

luv-20201231_g1.jpg

SOUTHWEST AIRLINES CO.

(Exact name of registrant as specified in its charter)

Texas74-1563240
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification No.)
P.O. Box 36611
Dallas,Texas75235-1611
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (214) 792-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($1.00 par value)LUVNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 x No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerx☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $20,094,518,012 computed by reference to the closing sale price of the common stock on the New York Stock Exchange on June 30, 2020, the last trading day of the registrant’s most recently completed second fiscal quarter.

Number of shares of common stock outstanding as of the close of business on February 4, 2021: 590,677,474 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held May 19, 2021, are incorporated into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I
Item 1.Business3
Item 1A.Risk Factors27
Item 1B.Unresolved Staff Comments40
Item 2.Properties41
Item 3.Legal Proceedings43
Item 4.Mine Safety Disclosures45
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities48
Item 6.Selected Financial Data51
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53
Liquidity and Capital Resources68
Critical Accounting Policies and Estimates75
Item 7A.Quantitative and Qualitative Disclosures About Market Risk80
Item 8.Financial Statements and Supplementary Data84
Southwest Airlines Co. Consolidated Balance Sheet84
Southwest Airlines Co. Consolidated Statement of Income (Loss)85
Southwest Airlines Co. Consolidated Statement of Comprehensive Income (Loss)86
Southwest Airlines Co. Consolidated Statement of Stockholders’ Equity87
Southwest Airlines Co. Consolidated Statement of Cash Flows88
Notes to Consolidated Financial Statements89
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure141
Item 9A.Controls and Procedures141
Item 9B.Other Information142
PART III
Item 10.Directors, Executive Officers, and Corporate Governance143
Item 11.Executive Compensation143
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters144
Item 13.Certain Relationships and Related Transactions, and Director Independence144
Item 14.Principal Accounting Fees and Services144
PART IV
Item 15.Exhibits and Financial Statement Schedules146
Item 16.Form 10-K Summary149
Signatures150

-PART I-

Next: Item 1. Business