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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, 2021

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-20211231_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 filerxAccelerated filer☐
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. x

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 $31,305,364,914 computed by reference to the closing sale price of the common stock on the New York Stock Exchange on June 30, 2021, 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 2, 2022: 592,341,878 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held May 18, 2022, are incorporated into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I
Item 1.Business3
Item 1A.Risk Factors28
Item 1B.Unresolved Staff Comments42
Item 2.Properties43
Item 3.Legal Proceedings44
Item 4.Mine Safety Disclosures46
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities49
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52
Liquidity and Capital Resources69
Critical Accounting Policies and Estimates72
Item 7A.Quantitative and Qualitative Disclosures About Market Risk76
Item 8.Financial Statements and Supplementary Data80
Southwest Airlines Co. Consolidated Balance Sheet80
Southwest Airlines Co. Consolidated Statement of Income (Loss)81
Southwest Airlines Co. Consolidated Statement of Comprehensive Income (Loss)82
Southwest Airlines Co. Consolidated Statement of Stockholders’ Equity83
Southwest Airlines Co. Consolidated Statement of Cash Flows84
Notes to Consolidated Financial Statements85
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure134
Item 9A.Controls and Procedures134
Item 9B.Other Information135
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections135
PART III
Item 10.Directors, Executive Officers, and Corporate Governance136
Item 11.Executive Compensation136
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters137
Item 13.Certain Relationships and Related Transactions, and Director Independence137
Item 14.Principal Accounting Fees and Services137
PART IV
Item 15.Exhibits and Financial Statement Schedules139
Item 16.Form 10-K Summary142
Signatures143

-PART I-

Next: Item 1. Business