Item 1. Financial Statements

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Item 1. Financial Statements

Southwest Airlines Co.

Condensed Consolidated Balance Sheet

(in millions)

(unaudited)

June 30, 2025December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$3,475$7,509
Short-term investments3641,216
Accounts and other receivables1,0131,110
Inventories of parts and supplies, at cost773800
Prepaid expenses and other current assets467639
Total current assets6,09211,274
Property and equipment, at cost:
Flight equipment25,85825,202
Ground property and equipment8,6568,244
Deposits on flight equipment purchase contracts221413
Assets constructed for others8888
34,82333,947
Less allowance for depreciation and amortization15,42214,891
19,40119,056
Goodwill970970
Operating lease right-of-use assets1,2431,369
Other assets1,0061,081
$28,712$33,750
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$1,811$1,818
Accrued liabilities2,0402,206
Current operating lease liabilities323328
Air traffic liability6,6966,294
Current maturities of long-term debt221,630
Total current liabilities10,89212,276
Long-term debt less current maturities4,0815,069
Air traffic liability - noncurrent1,6001,948
Deferred income taxes2,1862,167
Noncurrent operating lease liabilities9151,031
Other noncurrent liabilities1,038909
Stockholders' equity:
Common stock888888
Capital in excess of par value4,2474,199
Retained earnings16,19916,332
Accumulated other comprehensive loss(35)(25)
Treasury stock, at cost(13,299)(11,044)
Total stockholders' equity8,00010,350
$28,712$33,750

See accompanying notes.

Southwest Airlines Co.

Condensed Consolidated Statement of Comprehensive Income

(in millions, except per share amounts)

(unaudited)

Three months ended June 30,Six months ended June 30,
2025202420252024
OPERATING REVENUES:
Passenger$6,627$6,712$12,438$12,424
Freight44458687
Other5735971,1481,172
Total operating revenues7,2447,35413,67213,683
OPERATING EXPENSES:
Salaries, wages, and benefits3,2622,9996,3645,939
Fuel and oil1,3261,5992,5753,130
Maintenance materials and repairs331350623711
Landing fees and airport rentals5675111,090975
Depreciation and amortization400404795812
Other operating expenses1,1331,0932,2232,110
Total operating expenses7,0196,95613,67013,677
OPERATING INCOME22539826
NON-OPERATING EXPENSES (INCOME):
Interest expense396385128
Capitalized interest(13)(8)(24)(15)
Interest income(54)(130)(138)(271)
Other (gains) losses, net(27)(5)(9)(17)
Total non-operating income(55)(80)(86)(175)
INCOME BEFORE INCOME TAXES28047888181
PROVISION FOR INCOME TAXES671112444
NET INCOME$213$367$64$137
NET INCOME PER SHARE, BASIC$0.40$0.61$0.11$0.23
NET INCOME PER SHARE, DILUTED$0.39$0.58$0.11$0.23
COMPREHENSIVE INCOME$202$359$54$148
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic538599561598
Diluted541643564643

See accompanying notes.

Southwest Airlines Co.

Condensed Consolidated Statement of Stockholders' Equity

(in millions, except per share amounts)

(unaudited)

Common StockCapital in excess of par valueRetained earningsAccumulated other comprehensive income (loss)Treasury stockTotal
Balance at December 31, 2024$888$4,199$16,332$(25)$(11,044)$10,350
Repurchase of common stock————(758)(a)(758)
Issuance of common and treasury stock pursuant to Employee stock plans—(10)——133
Share-based compensation—21———21
Cash dividends, $0.18 per share——(103)——(103)
Comprehensive income (loss)——(149)1—(148)
Balance at March 31, 2025$888$4,210$16,080$(24)$(11,789)$9,365
Repurchase of common stock————(1,515)(a)(1,515)
Issuance of common and treasury stock pursuant to Employee stock plans—12——517
Share-based compensation—25———25
Cash dividends, $0.18 per share——(94)——(94)
Comprehensive income (loss)——213(11)—202
Balance at June 30, 2025$888$4,247$16,199$(35)$(13,299)$8,000

(a) Includes excise tax incurred on share repurchases, net of issuances.

Common StockCapital in excess of par valueRetained earningsAccumulated other comprehensive income (loss)Treasury stockTotal
Balance at December 31, 2023$888$4,153$16,297$—$(10,823)$10,515
Issuance of common and treasury stock pursuant to Employee stock plans—(25)——15(10)
Share-based compensation—10———10
Cash dividends, $0.18 per share——(107)——(107)
Comprehensive income (loss)——(231)19—(212)
Balance at March 31, 2024$888$4,138$15,959$19$(10,808)$10,196
Issuance of common and treasury stock pursuant to Employee stock plans—12——517
Share-based compensation—7———7
Cash dividends, $0.18 per share——(108)——(108)
Stock warrants repurchase—(6)———(6)
Comprehensive income (loss)——367(8)—359
Balance at June 30, 2024$888$4,151$16,218$11$(10,803)$10,465

See accompanying notes.

Southwest Airlines Co.

Condensed Consolidated Statement of Cash Flows

(in millions)

(unaudited)

Three months endedSix months ended
June 30,June 30,
2025202420252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$213$367$64$137
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization400404795812
Impairment of long-lived assets8—8—
Unrealized/realized loss on fuel derivative instruments—1—2
Deferred income taxes661102343
Gain on sale-leaseback transactions——(3)—
Changes in certain assets and liabilities:
Accounts and other receivables9034146(274)
Other assets2123235718
Accounts payable and accrued liabilities(95)(576)(220)(1,473)
Air traffic liability(606)(317)55798
Other liabilities28(45)(35)(117)
Cash collateral provided to derivative counterparties—(20)(22)(20)
Other, net85(13)93(54)
Net cash provided by (used in) operating activities401(23)1,261(128)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(635)(494)(1,136)(1,077)
Assets constructed for others—(6)—(16)
Proceeds from sale-leaseback transactions——24—
Purchases of short-term investments(319)(1,532)(370)(3,210)
Proceeds from sales of short-term and other investments721,8201,2263,540
Other, net—6(3)(28)
Net cash used in investing activities(882)(206)(259)(791)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payroll Support Program stock warrants repurchase—(6)—(6)
Proceeds from Employee stock plans15153230
Repurchase of common stock(1,500)—(2,250)—
Payments of long-term debt and finance lease obligations(2,592)(8)(2,598)(16)
Payments of cash dividends(103)—(210)(215)
Other, net23(10)(20)
Net cash provided by (used in) financing activities(4,178)4(5,036)(227)
NET CHANGE IN CASH AND CASH EQUIVALENTS(4,659)(225)(4,034)(1,146)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD8,1348,3677,5099,288
CASH AND CASH EQUIVALENTS AT END OF PERIOD$3,475$8,142$3,475$8,142
CASH PAYMENTS FOR:
Interest, net of amount capitalized$53$92$64$110
Income taxes$4$4$5$7
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Right-of-use assets acquired or modified under operating leases$20$6$34$21

See accompanying notes.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation

2. New Accounting Pronouncements

3. Financial Derivative Instruments

4. Comprehensive Income (Loss)

5. Revenue

6. Net Income Per Share

7. Fair Value Measurements

8. Supplemental Financial Information

9. Commitments and Contingencies

10. Financing Activities

11. Restructuring

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
  1. BASIS OF PRESENTATION

Basis of Presentation

Southwest Airlines Co. (the "Company" or "Southwest") operates Southwest Airlines, a major passenger airline that provides scheduled air transportation in the United States and near-international markets. The unaudited Condensed Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States ("GAAP") for complete financial statements as required in Form 10-K. The unaudited Condensed Consolidated Financial Statements for the interim periods ended June 30, 2025 and 2024 include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments and elimination of significant intercompany transactions. Financial results for the Company and airlines in general can be seasonal in nature. For example, absent other factors, travel demand is generally higher during the summer period, or the Company’s second and third fiscal quarters. However, air travel is also significantly impacted by general economic conditions, the amount of disposable income available to consumers and changes in consumer behavior, unemployment levels, corporate travel budgets, global pandemics, extreme or severe weather and natural disasters, fears of terrorism or war, governmental actions, and other factors beyond the Company's control. These and other factors, such as the price of jet fuel in some periods, have created, and may continue to create, significant volatility in the Company's financial results. Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for future quarters or for the year ended December 31, 2025. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Operating Segments and Related Disclosures

The Company's chief operating decision maker, the Company's President, Chief Executive Officer, & Vice Chairman of the Board of Directors, assesses performance for the Company's single reportable segment and decides how to allocate resources based on its Net income or loss (see the unaudited Condensed Consolidated Statement of Comprehensive Income).

For single reportable segment-level financial information, total assets, revenues from external customers, depreciation and amortization expense, interest income and interest expense, provision for income taxes, other non-operating expenses, and significant non-cash transactions, see Item 1. Financial Statements.

  1. NEW ACCOUNTING PRONOUNCEMENTS

On November 4, 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard responds to investor input by requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. This standard is effective for all entities that are subject to Subtopic 220-40, for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, but early adoption is permitted. The Company is evaluating this new standard but does not expect it to have a significant impact on its financial statement disclosures.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard increases transparency and decision usefulness of income tax disclosures for investors by requiring information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard requires entities to provide enhanced disclosures related to the income tax rate reconciliation and income taxes paid. This standard is effective for all entities that are subject to Topic 740, Income Taxes for annual periods beginning after December 15, 2024, but early adoption is permitted. The Company has evaluated this new standard and does not expect it to have a significant impact on its financial statement disclosures. The Company will include all required disclosures within its Form 10-K for the year ended December 31, 2025, utilizing the retrospective application as permitted in the standard.

  1. FINANCIAL DERIVATIVE INSTRUMENTS

Fuel Contracts

Airline operators are inherently dependent upon energy to operate and, therefore, are impacted by changes in jet fuel prices. Furthermore, jet fuel typically represents one of the largest operating expenses for airlines. The Company has historically aimed to reduce volatility in operating expenses through its fuel hedging program. However, based on higher fuel hedging premium costs over time and other factors, the Company has discontinued its fuel hedging program in 2025 and does not intend to add additional fuel derivatives at this time.

During second quarter 2025, the Company terminated its remaining portfolio of fuel hedging contracts, which were scheduled to settle through 2027, to effectively close its fuel hedging portfolio. This resulted in the derecognition of all remaining related hedge assets in the unaudited Condensed Consolidated Balance Sheet. The cash proceeds from this transaction totaled approximately $40 million, which will reduce future premium costs. Approximately $36 million was reclassified from Accumulated Other Comprehensive Income ("AOCI") and recognized as an increase to Fuel and oil expense within the unaudited Condensed Consolidated Statement of Comprehensive Income during second quarter 2025, all of which is characterized as premium expense from fuel hedging activities, including amounts associated with terminated fuel hedge positions. As of June 30, 2025, approximately $209 million remained in AOCI related to these closed positions. This balance in AOCI does not include any tax impact, will also be characterized as premium expense and similarly reclassified as an increase to Fuel and oil expense in future periods when the originally forecasted transactions occur (through the end of 2027), and is net of the impact of the cash proceeds from the hedge terminations. See Note 4 for additional information on AOCI.

All cash flows associated with purchasing and selling fuel derivatives (including terminations) are classified as Other operating cash flows in the unaudited Condensed Consolidated Statement of Cash Flows. The following table presents the location of all assets and liabilities associated with the Company’s derivative instruments within the unaudited Condensed Consolidated Balance Sheet:

Asset derivatives
Balance SheetFair value atFair value at
(in millions)location6/30/202512/31/2024
Derivatives designated as hedges (a)
Fuel derivative contracts (gross)Prepaid expenses and other current assets$—$22
Fuel derivative contracts (gross)Other assets—108
Total derivatives designated as hedges$—$130

(a) Represents the position of each trade before consideration of offsetting positions with each counterparty and does not include the impact of cash collateral deposits provided to or received from counterparties.

In addition, the Company had the following amounts associated with fuel derivative instruments and hedging activities in its unaudited Condensed Consolidated Balance Sheet:

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Balance SheetJune 30,December 31,
(in millions)location20252024
Cash collateral deposits held from counterparties for fuel contracts - currentOffset against Prepaid expenses and other current assets$—$4
Cash collateral deposits held from counterparties for fuel contracts - noncurrentOffset against Other assets—18
Receivable from third parties for fuel contractsAccounts and other receivables—1

All of the Company's prior period fuel derivative instruments were subject to agreements that follow the netting guidance in the applicable accounting standards for derivatives and hedging. The types of derivative instruments the Company determined were subject to netting requirements in the accompanying unaudited Condensed Consolidated Balance Sheet are those in which the Company paid or received cash for transactions with the same counterparty and in the same currency via one net payment or receipt. For cash collateral held by the Company or provided to counterparties, the Company netted such amounts against the fair value of the Company's derivative portfolio by each counterparty. The Company elected to utilize netting for its prior period fuel derivative instruments and also classified such amounts as either current or noncurrent, based on the net fair value position with each of the Company's counterparties in the unaudited Condensed Consolidated Balance Sheet.

The Company had the following recognized financial assets and financial liabilities resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting:

Offsetting of derivative assets
(in millions)
(i)(ii)(iii) = (i) + (ii)(i)(ii)(iii) = (i) + (ii)
June 30, 2025December 31, 2024
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Fuel derivative contractsPrepaid expenses and other current assets$—$—$—$22$(4)$18
Fuel derivative contractsOther assets$—$—$—$108$(18)$90(a)

(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 8.

Offsetting of derivative liabilities
(in millions)
(i)(ii)(iii) = (i) + (ii)(i)(ii)(iii) = (i) + (ii)
June 30, 2025December 31, 2024
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Fuel derivative contractsPrepaid expenses and other current assets$—$—$—$4$(4)$—
Fuel derivative contractsOther assets$—$—$—$18$(18)$—(a)

(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 8.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables present the impact of derivative instruments, including terminations, within the unaudited Condensed Consolidated Statement of Comprehensive Income for the three and six months ended June 30, 2025 and 2024:

Location and amount recognized in income on cash flow hedging relationships
Three months ended June 30, 2025Three months ended June 30, 2024
(in millions)Fuel and oilOther operating expensesFuel and oilOther operating expenses
Total$36$2$17$2
Loss on cash flow hedging relationships
Commodity contracts:
Amount of loss reclassified from AOCI into income36(a)17
Other:
Amount of loss reclassified from AOCI into income—2—2

(a) Includes amounts reclassified from Accumulated Other Comprehensive Income associated with hedges previously terminated.

Location and amount recognized in income on cash flow hedging relationships
Six months ended June 30, 2025Six months ended June 30, 2024
(in millions)Fuel and oilOther operating expensesFuel and oilOther operating expenses
Total$73$3$39$4
Loss on cash flow hedging relationships
Commodity contracts:
Amount of loss reclassified from AOCI into income73(a)—39—
Other:
Amount of loss reclassified from AOCI into income—3—4

(a) Includes amounts reclassified from Accumulated Other Comprehensive Income associated with hedges previously terminated.

Derivatives designated and qualified in cash flow hedging relationships
(Gain) loss recognized in AOCI on derivatives, net of tax
Three months ended
June 30,
(in millions)20252024
Fuel derivative contracts$40$23
Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Derivatives designated and qualified in cash flow hedging relationships
(Gain) loss recognized in AOCI on derivatives, net of tax
Six months ended
June 30,
(in millions)20252024
Fuel derivative contracts$69$22
Derivatives not designated as hedges
(Gain) loss recognized in income on derivatives
Three months endedLocation of (gain) loss recognized in income on derivatives
June 30,
(in millions)20252024
Fuel derivative contracts$—$2Other (gains) losses, net
Derivatives not designated as hedges
(Gain) loss recognized in income on derivatives
Six months endedLocation of (gain) loss recognized in income on derivatives
June 30,
(in millions)20252024
Fuel derivative contracts$—$3Other (gains) losses, net

The Company also recorded expenses associated with net premiums paid for fuel derivative contracts that settled/expired and/or terminated during the three and six months ended June 30, 2025 and 2024. Gains and/or losses associated with fuel derivatives that qualified for hedge accounting were ultimately recorded to Fuel and oil expense. Gains and/or losses associated with fuel derivatives that did not qualify for hedge accounting were recorded to Other (gains) losses, net. The following tables present the expense impacts and their locations within the unaudited Condensed Consolidated Statement of Comprehensive Income during the periods the contracts settled or were scheduled to settle:

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Expense (benefit) recognized in income on derivatives
Three months endedLocation of expense (benefit) recognized in income on derivatives
June 30,
(in millions)20252024
Fuel derivative contracts designated as hedges$36$40Fuel and oil
Fuel derivative contracts not designated as hedges—(1)Other (gains) losses, net
Expense (benefit) recognized in income on derivatives
Six months endedLocation of expense (benefit) recognized in income on derivatives
June 30,
(in millions)20252024
Fuel derivative contracts designated as hedges$73$79Fuel and oil
Fuel derivative contracts not designated as hedges—(1)Other (gains) losses, net

Interest Rate Swaps

The Company is at times party to certain interest rate swap agreements that are accounted for as cash flow hedges, but had none in place as of June 30, 2025, or as of December 31, 2024. The Company also did not have any interest rate swap agreements designated as fair value hedges, as defined, during the periods presented.

Credit Risk and Collateral

The Company had no cash collateral posted or received as of June 30, 2025.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
  1. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes changes in the fair value of certain financial derivative instruments that qualify for hedge accounting and actuarial gains/losses arising from the Company’s postretirement benefit obligation. During second quarter 2025, the Company terminated its remaining portfolio of fuel hedging contracts, which were scheduled to settle through 2027, to effectively close its fuel hedging portfolio. See Note 3. The differences between Net income and Comprehensive income for the three and six months ended June 30, 2025 and 2024 were as follows:

Three months ended June 30,
(in millions)20252024
NET INCOME$213$367
Unrealized loss on fuel derivative instruments, net of deferred taxes of ($4) and ($3)(12)(10)
Other, net of deferred taxes of $1 and $—12
Total other comprehensive loss$(11)$(8)
COMPREHENSIVE INCOME$202$359
Six months ended June 30,
(in millions)20252024
NET INCOME$64$137
Unrealized gain (loss) on fuel derivative instruments, net of deferred taxes of ($4) and $3(12)7
Other, net of deferred taxes of $1 and $—24
Total other comprehensive income (loss)$(10)$11
COMPREHENSIVE INCOME$54$148

A rollforward of the amounts included in AOCI, net of taxes, is shown below for the three and six months ended June 30, 2025:

(in millions)Fuel derivativesDefined benefit plan itemsOtherDeferred tax impactAccumulated other comprehensive income (loss)
Balance at March 31, 2025$(193)$167$(6)$8$(24)
Changes in fair value(52)——12(40)
Reclassification to earnings36—2(9)29
Balance at June 30, 2025$(209)$167$(4)$11$(35)
(in millions)Fuel derivativesDefined benefit plan itemsOtherDeferred tax impactAccumulated other comprehensive income (loss)
Balance at December 31, 2024$(193)$167$(7)$8$(25)
Changes in fair value(90)——21(69)
Reclassification to earnings74—3(18)59
Balance at June 30, 2025$(209)$167$(4)$11$(35)
Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables illustrate the significant amounts reclassified out of each component of AOCI for the three and six months ended June 30, 2025:

Three months ended June 30, 2025
(in millions)Amounts reclassified from AOCIAffected line item in the unaudited Condensed Consolidated Statement of Comprehensive Income
AOCI components
Unrealized loss on fuel derivative instruments$36Fuel and oil expense
9Less: Tax expense
$27Net of tax
Other$2Other operating expenses
—Less: Tax expense
$2Net of tax
Total reclassifications for the period$29Net of tax
Six months ended June 30, 2025
(in millions)Amounts reclassified from AOCIAffected line item in the unaudited Condensed Consolidated Statement of Comprehensive Income
AOCI components
Unrealized loss on fuel derivative instruments$74Fuel and oil expense
17Less: Tax expense
$57Net of tax
Other$3Other operating expenses
1Less: Tax expense
$2Net of tax
Total reclassifications for the period$59Net of tax
  1. REVENUE

Passenger Revenues

The Company’s contracts with its Customers primarily consist of its tickets sold, which are initially deferred as Air traffic liability. Passenger revenue associated with tickets is recognized when the performance obligation to the Customer is satisfied, which is primarily when travel is provided. For air travel on Southwest, the amount of tickets (which includes flight credits—also referred to as partial tickets) that will go unused, referred to as breakage, is estimated and recognized in Passenger revenue once the scheduled flight date has passed.

Revenue is categorized by revenue source as the Company believes it best depicts the nature, amount, timing, and uncertainty of revenue and cash flow. The following table provides the components of Passenger revenue recognized for the three and six months ended June 30, 2025 and 2024:

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Three months ended June 30,Six months ended June 30,
(in millions)2025202420252024
Passenger non-loyalty$5,448$5,544$10,214$10,224
Passenger loyalty - air transportation8708951,6701,694
Passenger ancillary sold separately309273554506
Total passenger revenues$6,627$6,712$12,438$12,424

As of June 30, 2025, and December 31, 2024, the components of Air traffic liability, including contract liabilities based on tickets sold and unused flight credits available to the Customer, both of which are net of recorded breakage, and loyalty points available for redemption, within the unaudited Condensed Consolidated Balance Sheet were as follows:

Balance as of
(in millions)June 30, 2025December 31, 2024
Air traffic liability - passenger travel and ancillary passenger services$3,603$3,393
Air traffic liability - loyalty program4,6934,849
Total Air traffic liability$8,296$8,242

The balance in Air traffic liability - passenger travel and ancillary passenger services also includes flight credits not currently associated with a ticket that can be applied by Customers towards the purchase of future travel. These flight credits are typically created as a result of a prior ticket cancellation or exchange, and are recorded net of associated breakage. Rollforwards of the Company's Air traffic liability - loyalty program for the three and six months ended June 30, 2025 and 2024 were as follows:

Three months ended June 30,Six months ended June 30,
(in millions)2025202420252024
Air traffic liability - loyalty program - beginning balance$4,841$4,9874,849$4,916
Amounts deferred associated with points awarded7489011,5651,794
Revenue recognized from points redeemed - Passenger(870)(895)(1,670)(1,694)
Revenue recognized from points redeemed - Other(26)(31)(51)(54)
Air traffic liability - loyalty program - ending balance$4,693$4,962$4,693$4,962

Air traffic liability includes consideration received for ticket and loyalty related performance obligations which have not been satisfied as of a given date. Rollforwards of the amounts included in Air traffic liability as of June 30, 2025 and 2024 were as follows:

Six months ended June 30,
(in millions)20252024
Air traffic liability - beginning balance$8,242$8,279
Current period sales (a)12,48913,276
Revenue from amounts included in contract liability opening balances(3,855)(4,021)
Revenue from current period sales(8,580)(8,458)
Air traffic liability - ending balance$8,296$9,076

(a)Current period sales include passenger travel, ancillary services, flight loyalty, and partner loyalty

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

On May 28, 2025, the Company implemented a change to its flight credit policy. Flight credits created from reservations booked and ticketed or voluntarily changed on or after May 28, 2025, will have a specified expiration date of one year or less, depending on the type of fare purchased. Flight credits issued between July 28, 2022, and May 28, 2025, including any future issuances associated with bookings made prior to the policy change on May 28, 2025, do not have an expiration date. As the Company believes that a portion of Customer flight credits issued will not be redeemed, it estimates and records breakage associated with such amounts. Customer flight credits represent approximately 6 percent and 8 percent of the total Air traffic liability balance as of June 30, 2025, and December 31, 2024, respectively.

The Company recognizes revenue related to the marketing, advertising, and other travel-related benefits of the cash receipts associated with various loyalty partner agreements including, but not limited to, its co-branded credit card agreement with JPMorgan Chase Bank, N.A. (“Chase”). For the three months ended June 30, 2025 and 2024, the Company recognized $567 million and $556 million of such revenue, respectively, the majority of which is within Other operating revenues. For the six months ended June 30, 2025 and 2024, the Company recognized $1.1 billion in each period of such revenue.

Through the co-branded credit card agreement with Chase, the Company sells loyalty points, certain marketing benefits, which consist of the use of the Southwest Airlines brand and access to Rapid Rewards Member lists, licensing and advertising elements, the use of the Company’s resource team, and other airline benefits. The Company allocates consideration received to performance obligations based on the relative fair value of those obligations. In 2025, the Company and Chase have amended the co-brand credit card agreement—in the first quarter to extend the term of the agreement and add enhanced airline benefits for Cardmembers associated with the Company's planned assigned seating and premium seating initiative, and again in the second quarter to add benefits to Cardmembers related to the Company's changes in its checked bag policy that went into effect on May 28, 2025. For each change to the agreement, the Company estimated the selling prices and volumes over the term of the amended agreement in order to determine the allocation of proceeds to each of the three performance obligations identified in the agreement, which have been characterized as a transportation component, a marketing component, and an airline benefits component. The Company records Passenger revenue related to loyalty point redemptions for air travel when the travel is delivered, the marketing elements are recognized as Other revenue when the performance obligations related to those services are satisfied, which is generally the same period consideration is received from Chase, and the airline benefits are recognized as Passenger revenue when they are provided. As a result of the amended co-brand agreement, a larger portion of the Company’s co-brand credit card benefits from Chase are now being classified within Passenger revenues during 2025.

  1. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share (in millions, except per share amounts). Basic net income per share is calculated by dividing net income by the weighted average of shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three and six months ended June 30, 2025 and 2024, an immaterial number of shares related to the Company's restricted stock units were excluded from the denominator because inclusion of such shares would be antidilutive. During second quarter 2025, the Company's remaining balance of 1.25 percent Convertible Senior Notes due 2025 (the "Convertible Notes") of $1.6 billion was repaid, settling both principal and accrued interest. Due to this maturity, the Convertible Notes did not have a dilutive impact on the net income per share calculation and interest expense was not added back to the numerator for second quarter 2025.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Three months ended June 30,Six months ended June 30,
2025202420252024
NUMERATOR:
Net income$213$367$64$137
Add: Interest expense—5—9
Net income attributable to common stockholders$213$372$64$146
DENOMINATOR:
Weighted-average shares outstanding, basic538599561598
Dilutive effects of Convertible Notes—43—43
Dilutive effect of restricted stock units3132
Weighted-average shares outstanding, diluted541643564643
NET INCOME PER SHARE:
Basic$0.40$0.61$0.11$0.23
Diluted$0.39$0.58$0.11$0.23
  1. FAIR VALUE MEASUREMENTS

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of June 30, 2025, the Company held certain items that are required to be measured at fair value on a recurring basis. These included cash equivalents, short-term investments, and available-for-sale securities. The majority of the Company’s cash equivalents and short-term investments consist of instruments classified as Level 1. However, the Company has certificates of deposit, commercial paper, and time deposits that are classified as Level 2, due to the fact that the fair value for these instruments is determined utilizing observable inputs in non-active markets. Equity securities primarily consist of investments with readily determinable market values associated with the Company’s excess benefit plan.

During second quarter 2025, the Company terminated its remaining portfolio of fuel hedging contracts, which were scheduled to settle through 2027, to effectively close its fuel hedging portfolio. See Note 3 for further information on the Company’s derivative instruments and hedging activities. The Company’s derivative instruments held in prior periods consisted of over-the-counter contracts, which were not traded on a public exchange. Fuel derivative instruments historically consisted solely of option contracts, whereas interest rate derivatives have historically consisted solely of swap agreements. The Company determined the value of option contracts utilizing an option pricing model based on inputs that are either readily available in public markets, can be derived from information available in publicly quoted markets, or are provided by financial institutions that trade these contracts. The option pricing model historically used by the Company is an industry standard model for valuing options and is a similar model used by the broker/dealer community (i.e., the Company’s counterparties). The inputs to this option pricing model are the option strike price, underlying price, risk free rate of interest, time to expiration, and volatility. Because certain inputs used to determine the fair value of option contracts are unobservable (principally implied volatility), the Company categorized these option contracts as Level 3. Volatility information was obtained from external sources, but was analyzed by the Company for reasonableness and compared to similar information

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

received from other external sources. The fair value of option contracts considered both the intrinsic value and any remaining time value associated with those derivatives that had not yet settled. The Company also considered counterparty credit risk and its own credit risk in its determination of all estimated fair values. To validate the reasonableness of the Company’s option pricing model, on a monthly basis, the Company compared its option valuations to third party valuations. Any significant differences noted were researched in order to determine the reason. However, historically, no significant differences were noted. The Company consistently applied these valuation techniques in prior periods presented and believes it obtained the most accurate information available for the types of derivative contracts it held.

Included in Equity securities are the Company’s investments primarily associated with its deferred compensation plans, which consist of mutual funds that are publicly traded and for which market prices are readily available. These plans are non-qualified deferred compensation plans designed to hold contributions in excess of limits established by the Internal Revenue Code of 1986, as amended. The distribution timing and payment amounts under these plans are made based on the participant’s distribution election and plan balance. Assets related to the funded portions of the deferred compensation plans are held in a rabbi trust, and the Company remains liable to these participants for the unfunded portion of the plans. The Company records changes in the fair value of plan obligations and plan assets, which net to zero, within the Salaries, wages, and benefits line and Other (gains) losses, net line, respectively, of the unaudited Condensed Consolidated Statement of Comprehensive Income.

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025, and December 31, 2024:

Fair value measurements at reporting date using:
Quoted prices in active markets for identical assetsSignificant other observable inputs
DescriptionJune 30, 2025(Level 1)(Level 2)
Assets(in millions)
Cash equivalents:
Cash equivalents (a)$3,295$3,295$—
Commercial paper180—180
Short-term investments:
Certificates of deposit64—64
Time deposits300—300
Equity Securities394394—
Total assets$4,233$3,689$544

(a) Cash equivalents are primarily composed of money market investments and treasury bills.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
Fair value measurements at reporting date using:
Quoted prices in active markets for identical assetsSignificant other observable inputsSignificant unobservable inputs
DescriptionDecember 31, 2024(Level 1)(Level 2)(Level 3)
Assets(in millions)
Cash equivalents:
Cash equivalents (a)$7,209$7,209$—$—
Time deposits300—300—
Short-term investments:
Treasury bills1,0941,094——
Certificates of deposit122—122—
Fuel derivatives:
Option contracts (b)130——130
Equity Securities367367——
Total assets$9,222$8,670$422$130

(a) Cash equivalents are primarily composed of money market investments and treasury bills.

(b) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as an asset. See Note 3.

The Company did not have any material assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2025, or the year ended December 31, 2024. The following tables present the Company’s activity for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2025:

Fair value measurements using significant unobservable inputs (Level 3)
(in millions)Fuel derivatives
Balance as of March 31, 2025$92
Total loss for the period
Included in other comprehensive income(52)
Proceeds from portfolio termination(40)
Balance as of June 30, 2025$—
Fair value measurements using significant unobservable inputs (Level 3)
(in millions)Fuel derivatives
Balance at December 31, 2024$130
Total loss for the period
Included in other comprehensive income(90)
Proceeds from portfolio termination(40)
Balance at June 30, 2025$—

The carrying amounts and estimated fair values of the Company’s short-term and long-term debt (including current maturities), as well as the applicable fair value hierarchy tier, as of June 30, 2025, are presented in the table below. The fair values of the Company’s publicly held debt are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these agreements as Level 2. All privately held debt agreements are categorized as Level 3. The Company has determined the estimated fair value of this debt to be Level 3, as certain inputs used to determine the

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

fair value of these agreements are unobservable. The Company utilizes indicative pricing from counterparties and a discounted cash flow method to estimate the fair value of the Level 3 items.

(in millions)Maturity DateCarrying valueEstimated fair valueFair value level hierarchy
3.00% Notes2026300294Level 2
7.375% Debentures2027106110Level 2
3.45% Notes2027300293Level 2
5.125% Notes20271,7271,743Level 2
2.625% Notes2030500456Level 2
1.000% Payroll Support Program Loan (a)2031566562Level 3
1.000% Payroll Support Program Loan (a)2031526516Level 3

(a) The interest rate will change to Secured Overnight Financing Rate plus two percent on the fifth anniversary of the loans. The fifth anniversary for the second and third tranches will occur in January and April 2026, respectively. See Note 10 for further information.

  1. SUPPLEMENTAL FINANCIAL INFORMATION
(in millions)June 30, 2025December 31, 2024
Trade receivables$60$47
Credit card receivables144143
Business partners648573
Taxes receivable1011
Fuel hedging and receivables—1
Reinsurance receivable120168
Other31167
Accounts and other receivables$1,013$1,110
(in millions)June 30, 2025December 31, 2024
Derivative contracts$—$90
Intangible assets, net295300
Equity securities394367
Prepaid maintenance257263
Other6061
Other assets$1,006$1,081
(in millions)June 30, 2025December 31, 2024
Accounts payable trade$278$339
Salaries, withholdings and payroll taxes519536
Ticket taxes and fees391318
Aircraft maintenance payable4933
Fuel payable8586
Dividends payable95107
Third party services210176
Other payable184223
Accounts payable$1,811$1,818
Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
(in millions)June 30, 2025December 31, 2024
Voluntary Separation Program and severance pay$20$48
Profit-sharing and savings plans54151
Vacation pay673657
Health201192
Workers compensation205178
Property and income taxes6953
Interest1723
Bonus pay97208
Reinsurance payable205249
Aircraft maintenance11892
Other381355
Accrued liabilities$2,040$2,206
June 30, 2025December 31, 2024
Postretirement obligation$260$256
Other deferred compensation446412
Other332241
Other noncurrent liabilities$1,038$909

For further information on derivative instruments, see Note 3.

Other Operating Expenses

Other operating expenses consist of aircraft rentals, distribution costs, advertising expenses, personnel expenses, professional fees, and certain technology-related costs, among other operating costs, none of which individually exceeded 10 percent of Total operating expenses.

  1. COMMITMENTS AND CONTINGENCIES

Commitments

The Company's contractual order book with The Boeing Company ("Boeing") for 737-7 ("-7") and 737-8 ("-8") aircraft (together, the "MAX aircraft"), which extends to 2031, was designed to support the Company's growth and fleet modernization plans, while also providing significant flexibility and optionality to manage its fleet gauge and size, including opportunities to accelerate fleet modernization efforts if growth opportunities do not materialize. The Company received 17 -8 aircraft deliveries from Boeing in second quarter 2025 and retired seven 737-700 ("-700") aircraft. In addition, during second quarter 2025, the Company exercised nine -7 options for delivery in 2026.

Boeing continues to experience delays in fulfilling its commitments with regards to delivery of MAX aircraft to the Company, primarily as a result of manufacturing challenges and delays in achieving Federal Aviation Administration ("FAA") certification of one of its new aircraft types, the -7, for which Southwest expects to be the launch customer. As a result of Boeing's delivery delays, the Company has previously replanned its capacity and delivery expectations multiple times and will continue to closely monitor the ongoing aircraft delivery delays with Boeing and further adjust expectations as needed.

As of June 30, 2025, the Company had the following firm orders and options for future periods:

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
The Boeing Company
-7 Firm Orders-8 Firm Orders-7 or -8 OptionsTotal
20257066—136(c)
202682—486
202719462590
202815502590
202938341890
203045—4590
203145—4590
314(a)196(b)162672

(a) The delivery timing for the -7 is dependent on the FAA issuing required certifications and approvals to Boeing and the Company. The FAA will ultimately determine the timing of the -7 certification and entry into service, and the Company therefore offers no assurances that current estimations and timelines are correct.

(b) The Company has flexibility to designate firm orders or options as -7s or -8s, upon written advance notification as stated in the contract.

(c) Includes 28 -8 deliveries received year-to-date through June 30, 2025. In addition, the Company has included the remaining 63 of its 2024 contractual but undelivered aircraft (27 -7s and 36 -8s) within its 2025 contractual commitments. The 2025 contractual detail is as follows:

The Boeing Company
-7 Firm Orders-8 Firm OrdersTotal
2024 Contractual Deliveries273663
2025 Contractual Deliveries433073
2025 Combined Contractual Total7066136

Based on the Company's current agreement with Boeing, capital commitments associated with firm orders as of June 30, 2025, were:

(in billions)202520262027202820292030 and thereafterTotal
Payments for capital commitments$2.9(a)$2.4$2.5$2.8$2.5$2.8$15.9

(a) Capital commitments associated with the Company's firm orders in 2025 of $2.9 billion include approximately $1.6 billion primarily related to the existing scheduled 73 MAX aircraft to be delivered in 2025 and $1.3 billion related to 63 MAX aircraft (27 -7s and 36 -8s) that were contractually committed for 2024, but were not received.

Subsequent to June 30, 2025, and through July 24, 2025, the Company converted eleven 2025 -7 firm orders into 2025 -8 firm orders, resulting in an immaterial change to the Company's capital commitments noted above.

Contingencies

The Company is from time to time subject to various legal proceedings and claims arising in the ordinary course of business and records a liability for such claims when it is probable that a loss will be incurred and the amount is reasonably estimable.

The Company is a defendant in class action litigation asserting it has not provided paid short-term military leave to certain employees, in violation of the federal Uniformed Services Employment and Reemployment Rights Act (“USERRA”). The United States District Court for the Northern District of California previously issued an order to effectively stay the action, pending an appeal from an order by the United States District Court for the Eastern

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

District of Washington granting summary judgment in favor of an airline in a separate case involving substantially the same claims at issue in this action. On February 1, 2023, the Ninth Circuit reversed the district court’s grant of summary judgment and remanded the separate airline case to the District Court. The Ninth Circuit’s decision may adversely affect the Company’s defenses in the USERRA proceeding and may give rise to additional litigation in this or other areas. On October 29, 2024, the Company filed a motion to decertify the class, which was then fully briefed and set for hearing. On February 13, 2025, the parties filed a notice of settlement advising the Court that they reached a settlement in principle, and the parties made a stipulated request for the Court to vacate the case schedule, including the hearing on the Company's decertification motion, and to set a deadline of June 19, 2025, for the filing of either a motion for preliminary approval of the class settlement or a status update about the timing of the remaining steps in the settlement process. The Court granted the stipulation on February 14, 2025. On June 20, 2025, the Court granted the parties’ stipulated request to continue the deadline for filing a motion for preliminary approval of the class settlement and the Court reset the deadline for August 21, 2025. The proposed settlement is fully accrued as of June 30, 2025.

On December 27, 2019, a former customer service agent at Oakland International Airport, filed a putative class action complaint in the Superior Court of California, for the County of Santa Clara, against the Company alleging the following seven claims under the California Labor Code and Business & Professions Code: (1) failure to provide meal periods; (2) failure to provide rest periods; (3) failure to pay hourly wages; (4) failure to provide accurate wage statements; (5) failure to timely pay all final wages; (6) unfair competition; and (7) civil penalties for the foregoing. Plaintiff filed a First Amended Complaint on October 15, 2021, that asserted the same causes of action and added a named plaintiff. The First Amended Complaint primarily seeks unpaid wages, interest thereon, and associated civil and statutory penalties, along with attorneys’ fees and costs. On February 26, 2025, the Court granted class certification as to the first cause of action for failure to provide meal periods, denied certification on the second through fourth causes of action, and granted certification on the fifth and sixth causes of action only insofar as they are predicated on the first cause of action. The certified class consists of all of the Company’s non-exempt ground employees in California who worked a shift in excess of five hours for the time period between October 24, 2014, forward. On April 17, 2025, the Company filed a summary judgment motion arguing that Plaintiffs’ first cause of action, and all causes of action predicated thereon, failed as a matter of law. The motion was argued on July 9, 2025, and the Court has not yet issued a final order. Trial is currently set for August 11, 2025. The Company is currently not able to estimate a range of possible loss with regards to the litigation to which it is a defendant.

  1. FINANCING ACTIVITIES

Convertible Notes due 2025

On May 1, 2020, the Company completed the public offering of $2.3 billion aggregate principal amount of the Convertible Notes, bearing interest at a rate of 1.25 percent, payable semi-annually in arrears. The Company repurchased $689 million during the two year period ending December 31, 2022, and the remaining $1.6 billion principal amount of the Convertible Notes was repaid at maturity during second quarter 2025 utilizing available cash on hand. An immaterial amount of Convertible Note conversions settled at maturity.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

The Company recognized interest expense associated with the Convertible Notes as follows:

Three months ended June 30,Six months ended June 30,
(in millions)2025202420252024
Non-cash amortization of debt issuance costs$1$3$3$5
Contractual coupon interest25710
Total interest expense$3$8$10$15

The unamortized debt issuance costs were recognized as non-cash interest expense based on the 5-year term of the notes, through May 1, 2025, less amounts that were required to be accelerated immediately upon conversion or repurchases. The Company had no changes to contingencies with regards to the Convertible Notes through the settlement date, May 1, 2025.

Payroll Support Program Loan due 2030

During 2020 and 2021, the Company entered into definitive documentation with the United States Department of the Treasury ("Treasury") with respect to payroll funding support ("Payroll Support") pursuant to three separate Payroll Support programs: the "PSP1 Payroll Support Program" in April 2020 under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"); the "PSP2 Payroll Support Program” in January 2021 under the Consolidated Appropriations Act, 2021; and the "PSP3 Payroll Support Program" in April 2021 under the American Rescue Plan Act of 2021.

As consideration for its receipt of funding under each of these Payroll Support programs, the Company issued promissory notes in favor of Treasury (each initially classified as a component of Long-term debt less current maturities in the unaudited Condensed Consolidated Balance Sheet). The note associated with the PSP1 Payroll Support Program was originally due in April 2030 but was redeemed early on April 17, 2025 in the amount of $976 million, utilizing available cash on hand. The notes associated with the PSP2 and PSP3 Payroll Support Programs are due in January and April 2031, respectively.

On the day after the fifth anniversary of each of the PSP2 and PSP3 Notes, the applicable interest rates are scheduled to change to the Secured Overnight Financing Rate plus two percent.

Revolving Credit Facility

As of June 30, 2025, the Company had access to $1.0 billion under its amended and restated revolving credit facility (the "Amended Credit Agreement"), which expires in August 2028. On July 22, 2025, the Company exercised the accordion feature under the Amended Credit Agreement, increasing the size of the facility to $1.5 billion. For the six months ended June 30, 2025 and 2024, there were no amounts outstanding under the Amended Credit Agreement.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)

Repurchase of Common Stock

Under an accelerated share repurchase program entered into by the Company with third-party financial institutions in first quarter 2025 (the "First Quarter 2025 ASR Program"), the Company paid $750 million and received an initial delivery of 19,867,550 shares during February 2025, representing an estimated 80 percent of the shares to be purchased by the Company under the First Quarter 2025 ASR Program. This share amount was based on the $30.20 closing price of the Company's common stock on February 19, 2025. Final settlement of the First Quarter 2025 ASR Program occurred in April 2025 and was based on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period completed in April 2025. Upon settlement, the third-party financial institutions delivered 4,242,267 additional shares of the Company’s common stock to the Company. Upon completion of the First Quarter 2025 ASR Program in April 2025, the average purchase price per share for the 24,109,817 shares repurchased was $31.11.

Under an accelerated share repurchase program entered into by the Company with third-party financial institutions in second quarter 2025 (the "Second Quarter 2025 ASR Program"), the Company paid $1.5 billion and received an initial delivery of 45,300,111 shares during April 2025, representing an estimated 80 percent of the shares to be purchased by the Company under the Second Quarter 2025 ASR Program. This share amount was based on the $26.49 closing price of the Company's common stock on April 25, 2025. Final settlement of the Second Quarter 2025 ASR Program is scheduled to occur by the end of July 2025 and will be based on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period to be completed at time of settlement.

On July 23, 2025, the Board approved a new $2.0 billion share repurchase authorization of the Company's common stock.

Notes to Condensed Consolidated Financial StatementsSouthwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited)
  1. RESTRUCTURING

On February 17, 2025, the Company announced a reduction in its workforce designed to reduce operating costs, increase efficiency, and create a leaner and more agile organization as part of its transformational plan. The workforce reduction of approximately 1,750 Employee roles was focused almost entirely on corporate overhead and leadership positions and represented approximately 15 percent of corporate positions, including senior leadership. Separations were substantially complete by the end of second quarter 2025. 

As a result of this workforce reduction, the Company recorded a one-time expense of $62 million in first quarter 2025, which is included on the unaudited Condensed Consolidated Statement of Comprehensive Income as part of Salaries, wages, and benefits and Other operating expenses. Substantially all of the expense is due to Employee severance payments and related professional fees and was substantially paid in first and second quarter 2025. The Company does not expect to incur any material additional costs in connection with this reduction in workforce. Additionally, as of June 30, 2025, $6 million of this one-time expense is included as part of Accrued liabilities on the unaudited Condensed Consolidated Balance Sheet**.**

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