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Southwest Airlines Co. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Tuesday, 2/6/24, at 5:09pm ET   ·   For:  12/31/23   ·   Accession #:  92380-24-27   ·   File #:  1-07259

Previous ‘10-K’:  ‘10-K’ on 2/7/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   28 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/06/24  Southwest Airlines Co.            10-K       12/31/23  113:49M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.85M 
 2: EX-3.2      EX-3.2 Fourth Amended and Restated Bylaws of the    HTML    280K 
                Company                                                          
 3: EX-4.5      EX-4.5 Description of Common Stock                  HTML     40K 
 4: EX-10.18(A)  EX-10.18(A) Boeing Supplemental Agreement No. 20   HTML    221K 
 5: EX-10.18(B)  EX-10.18(B) Boeing Supplemental Agreement No. 21   HTML    144K 
 6: EX-10.33    EX-10.33 Form of Career Investment Cash Award and   HTML     49K 
                Terms and Conditions                                             
 7: EX-21       EX-21 Subsidiaries of the Company                   HTML     31K 
 8: EX-23       Consent of Ernst & Young LLP, Independent           HTML     35K 
                Registered Public Accounting Firm                                
12: EX-97.1     EX-97.1 Southwest Airlines Co. Clawback Policy      HTML     39K 
 9: EX-31.1     EX-31.1 Certification of Chief Executive Officer    HTML     34K 
10: EX-31.2     EX-31.2 Certification of Chief Financial Officer    HTML     34K 
11: EX-32       EX-32 Certification of CEO and CFO                  HTML     32K 
18: R1          Cover Page                                          HTML     96K 
19: R2          Audit Information                                   HTML     35K 
20: R3          Consolidated Balance Sheet                          HTML    141K 
21: R4          Consolidated Balance Sheet (Parenthetical)          HTML     38K 
22: R5          Consolidated Statement of Income (Loss)             HTML    111K 
23: R6          Consolidated Statement of Comprehensive Income      HTML     59K 
                (Loss)                                                           
24: R7          Consolidated Statement of Comprehensive Income      HTML     51K 
                (Loss) (Parenthetical)                                           
25: R8          Consolidated Statement of Stockholder's Equity      HTML     84K 
26: R9          Condensed Consolidated Statement of Stockholders'   HTML     31K 
                Equity (Parenthetical)                                           
27: R10         Consolidated Statement of Cash Flows                HTML    135K 
28: R11         Summary of Significant Accounting Policies          HTML     81K 
29: R12         Worldwide Pandemic                                  HTML     60K 
30: R13         New Accounting Pronouncements and Accounting        HTML     48K 
                Changes                                                          
31: R14         Net Income Per Share                                HTML     61K 
32: R15         Commitments and Contingencies                       HTML     66K 
33: R16         Revenue                                             HTML     88K 
34: R17         Financing Activities                                HTML     96K 
35: R18         Leases                                              HTML    231K 
36: R19         Common Stock                                        HTML     37K 
37: R20         Stock Plans                                         HTML     72K 
38: R21         Financial Derivative Instruments                    HTML    204K 
39: R22         Fair Value Measurements                             HTML    145K 
40: R23         Accumulated Other Comprehensive Income              HTML     74K 
41: R24         Employee Retirement Plans                           HTML     74K 
42: R25         Income Taxes                                        HTML     85K 
43: R26         Supplemental Financial Information                  HTML     88K 
44: R27         Summary of Significant Accounting Policies          HTML    160K 
                (Policies)                                                       
45: R28         Summary of Significant Accounting Policies          HTML     37K 
                (Tables)                                                         
46: R29         Worldwide Pandemic (Tables)                         HTML     55K 
47: R30         Net Income Per Share (Tables)                       HTML     61K 
48: R31         Commitments and Contingencies (Tables)              HTML     53K 
49: R32         Revenue (Tables)                                    HTML     69K 
50: R33         Financing Activities (Tables)                       HTML     90K 
51: R34         Leases (Tables)                                     HTML    113K 
52: R35         Stock Plans (Tables)                                HTML     62K 
53: R36         Financial Derivative Instruments (Tables)           HTML    206K 
54: R37         Fair Value Measurements (Tables)                    HTML    145K 
55: R38         Accumulated Other Comprehensive Income (Tables)     HTML     74K 
56: R39         Employee Retirement Plans (Tables)                  HTML     72K 
57: R40         Income Taxes (Tables)                               HTML     86K 
58: R41         Supplemental Financial Information (Tables)         HTML     94K 
59: R42         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML    182K 
                Narrative (Details)                                              
60: R43         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     39K 
                Schedule of Property and Equipment (Details)                     
61: R44         WORLDWIDE PANDEMIC - Payroll Support Program        HTML     58K 
                (Details)                                                        
62: R45         WORLDWIDE PANDEMIC - Narrative (Details)            HTML     33K 
63: R46         New Accounting Pronouncements and Accounting        HTML     83K 
                Changes (Details)                                                
64: R47         Net Income Per Share (Details)                      HTML     83K 
65: R48         COMMITMENTS AND CONTINGENCIES - Narrative           HTML     89K 
                (Details)                                                        
66: R49         COMMITMENTS AND CONTINGENCIES - Summary of Firm     HTML     60K 
                Orders (Details)                                                 
67: R50         REVENUE - Passenger Revenue Breakout (Details)      HTML     46K 
68: R51         REVENUE - Air Traffic Liability Breakout (Details)  HTML     36K 
69: R52         REVENUE - Air Traffic Liability - Loyalty Program   HTML     39K 
                Rollforward (Details)                                            
70: R53         REVENUE - Air Traffic Liability Rollforward         HTML     38K 
                (Details)                                                        
71: R54         REVENUE - Narrative (Details)                       HTML     46K 
72: R55         FINANCING ACTIVITIES - Schedule of Long-term Debt   HTML     90K 
                (Details)                                                        
73: R56         FINANCING ACTIVITIES - Narrative (Details)          HTML    200K 
74: R57         FINANCING ACTIVITIES - Interest Expense (Details)   HTML     46K 
75: R58         FINANCING ACTIVITIES - Schedule of Debt             HTML     78K 
                Extinguishment (Details)                                         
76: R59         FINANCING ACTIVITIES - Maturity of Long-Term Debt   HTML     50K 
                (Details)                                                        
77: R60         LEASES - Narrative (Details)                        HTML     73K 
78: R61         LEASES - Related Assets and Liabilities (Details)   HTML     57K 
79: R62         LEASES - Components of Lease Cost (Details)         HTML     51K 
80: R63         LEASES - Supplemental Cash Flow Information         HTML     41K 
                (Details)                                                        
81: R64         LEASES - Maturity of Lease Liabilities (Details)    HTML     78K 
82: R65         LEASES - Other Information (Details)                HTML     41K 
83: R66         Common Stock (Details)                              HTML     35K 
84: R67         STOCK PLANS - Additional Information (Details)      HTML     99K 
85: R68         STOCK PLANS - Schedule of All Restricted stock      HTML     57K 
                Units (Details)                                                  
86: R69         STOCK PLANS - Employee Stock Purchase Plan          HTML     37K 
                Activity (Details)                                               
87: R70         FINANCIAL DERIVATIVE INSTRUMENTS - Narrative        HTML     43K 
                (Details)                                                        
88: R71         FINANCIAL DERIVATIVE INSTRUMENTS - Fuel Hedging     HTML     37K 
                (Details)                                                        
89: R72         FINANCIAL DERIVATIVE INSTRUMENTS - Fair Values by   HTML     57K 
                Balance Sheet Location (Details)                                 
90: R73         FINANCIAL DERIVATIVE INSTRUMENTS - Offsetting of    HTML     57K 
                Derivative Assets (Details)                                      
91: R74         FINANCIAL DERIVATIVE INSTRUMENTS - Offsetting       HTML     53K 
                Derivative Liabilities (Details)                                 
92: R75         FINANCIAL DERIVATIVE INSTRUMENTS - Location and     HTML     53K 
                Amount Recognized in Income by Hedging                           
                Relationship (Details)                                           
93: R76         Financial Derivative Instruments - (Gain) Loss by   HTML     46K 
                Hedging Relationship (Details)                                   
94: R77         Financial Derivative Instruments - Premiums for     HTML     41K 
                Fuel Derivative Contracts (Details)                              
95: R78         FINANCIAL DERIVATIVE INSTRUMENTS - Fair Values of   HTML     88K 
                Fuel Derivatives Amounts Posted as Collateral                    
                (Details)                                                        
96: R79         FAIR VALUE MEASUREMENTS - Measured on Recurring     HTML     94K 
                Basis (Details)                                                  
97: R80         FAIR VALUE MEASUREMENTS - Fair Value Assets and     HTML     49K 
                Liabilities Measured on Recurring Basis with                     
                Unobservable Inputs (Details)                                    
98: R81         FAIR VALUE MEASUREMENTS - Quantitative Information  HTML     49K 
                about Level 3 Fair Value (Details)                               
99: R82         FAIR VALUE MEASUREMENTS - Carrying and Estimated    HTML    112K 
                Fair Value of Debt (Details)                                     
100: R83         ACCUMULATED OTHER COMPREHENSIVE INCOME - Schedule   HTML     57K  
                of AOCI Components (Details)                                     
101: R84         ACCUMULATED OTHER COMPREHENSIVE INCOME -            HTML     69K  
                Reclassifications (Details)                                      
102: R85         Employee Retirement Plans (Details)                 HTML    100K  
103: R86         Income Taxes (Details)                              HTML    113K  
104: R87         SUPPLEMENTAL FINANCIAL INFORMATION - Accounts and   HTML     43K  
                Other Receivables (Details)                                      
105: R88         SUPPLEMENTAL FINANCIAL INFORMATION - Other Assets   HTML     41K  
                (Details)                                                        
106: R89         SUPPLEMENTAL FINANCIAL INFORMATION - Accounts       HTML     51K  
                Payable (Details)                                                
107: R90         SUPPLEMENTAL FINANCIAL INFORMATION - Accrued        HTML     60K  
                Liabilities (Details)                                            
108: R91         SUPPLEMENTAL FINANCIAL INFORMATION - Other          HTML     51K  
                Non-Current Liabilities (Details)                                
110: XML         IDEA XML File -- Filing Summary                      XML    196K  
113: XML         XBRL Instance -- luv-20231231_htm                    XML   3.44M  
109: EXCEL       IDEA Workbook of Financial Report Info              XLSX    262K  
14: EX-101.CAL  XBRL Calculations -- luv-20231231_cal                XML    341K 
15: EX-101.DEF  XBRL Definitions -- luv-20231231_def                 XML   1.07M 
16: EX-101.LAB  XBRL Labels -- luv-20231231_lab                      XML   2.64M 
17: EX-101.PRE  XBRL Presentations -- luv-20231231_pre               XML   1.67M 
13: EX-101.SCH  XBRL Schema -- luv-20231231                          XSD    266K 
111: JSON        XBRL Instance as JSON Data -- MetaLinks              692±  1.04M  
112: ZIP         XBRL Zipped Folder -- 0000092380-24-000027-xbrl      Zip   1.05M

‘EX-97.1’   —   EX-97.1 Southwest Airlines Co. Clawback Policy

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  exhibit971amendedandrest  
Southwest Airlines Co. Amended and Restated Clawback Policy This Amended and Restated Clawback Policy (the “Policy”) has been adopted by the Compensation Committee of the Board of Directors (the “Committee”) on November 16, 2023. This Policy amends and restates the prior Clawback Policy, previously effective January 30, 2013, in its entirety. 1. Recoupment. If Southwest Airlines Co. (the “Company”) is required to prepare a Restatement, the Committee shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Committee may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate. 2. Method of Recoupment. Subject to applicable law, the Committee may seek to recoup Recoverable Compensation by (i) requiring a Covered Person to repay such amount to the Company; (ii) offsetting a Covered Person’s other compensation; or (iii) such other means or combination of means as the Committee, in its sole discretion, determines to be appropriate. To the extent that a Covered Person fails to repay all Recoverable Compensation to the Company as determined pursuant to this Policy, the Company shall take all actions reasonable and appropriate to recover such amount, subject to applicable law. The applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such amount. 3. Administration of Policy. The Committee shall have full authority to administer, amend, or terminate this Policy. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate, or advisable. The Committee may consult with the Company’s Audit Committee, the Company’s Chief Financial Officer, or any other person or entity when making determinations or interpretations in connection with this Policy. All determinations and interpretations made by the Committee shall be final, binding, and conclusive. Notwithstanding anything in this Section 3 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, rules of the U.S. Securities and Exchange Commission (the “SEC”), or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. 4. Acknowledgement by Executive Officers. The Company shall provide notice to and seek written acknowledgement of this Policy from each Executive Officer; provided that the failure to provide such notice or obtain such acknowledgement shall not affect the applicability or enforceability of this Policy. 5. No Indemnification. Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, the Company shall not indemnify any Covered Person against the loss of any Recoverable Compensation. 6. Disclosures and Record Keeping. The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and

 
- 2 - forms of the SEC (including, without limitation, Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) and any applicable exchange listing standard. 7. Governing Law. The validity, construction, and effect of this Policy and any determinations relating to this Policy shall be construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles. 8. Successors. This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators, or other legal representatives. 9. Definitions. In addition to terms otherwise defined in this Policy, the following terms, when used in this Policy, shall have the following meanings: “Applicable Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Committee, or the officer or officers of the Company authorized to take such action if Committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. “Covered Person” means any person who receives Recoverable Compensation. “Executive Officer” includes the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar policy-making functions for the Company. “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non- GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Examples of Financial Reporting Measures include measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, return measures (such as return on invested capital), revenue per available seat mile, and operating expenses per available seat mile. Stock price and total shareholder return (“TSR”) also are Financial Reporting Measures. “Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Committee determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022; or (iii) it has determined that the recovery of Incentive-Based Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s Employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. “Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.

 
- 3 - “Received” – Incentive-Based Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. “Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received after October 2, 2023 by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Performing Measures, as reflected in the Restatement. With respect to Incentive- Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. “Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). As of the effective date of this Policy (but subject to changes that may occur in accounting principles and rules following the effective date), a Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits, or other changes in capital structure.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/6/248-K
For Period end:12/31/23
11/16/23
10/2/23
11/28/22
1/30/138-K
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  Southwest Airlines Co.            10-Q        3/31/24   71:7.7M
 2/07/24  Southwest Airlines Co.            S-3ASR      2/07/24    8:908K                                   Donnelley … Solutions/FA

26 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/30/23  Southwest Airlines Co.            10-Q        9/30/23   72:10M
 2/07/23  Southwest Airlines Co.            10-K       12/31/22  110:20M
10/31/22  Southwest Airlines Co.            10-Q        9/30/22   81:15M
 8/02/22  Southwest Airlines Co.            10-Q        6/30/22   82:16M
 5/02/22  Southwest Airlines Co.            10-Q        3/31/22   79:9.8M
 2/07/22  Southwest Airlines Co.            10-K       12/31/21  108:29M
10/26/21  Southwest Airlines Co.            10-Q        9/30/21   74:13M
 7/27/21  Southwest Airlines Co.            10-Q        6/30/21   78:17M
 4/27/21  Southwest Airlines Co.            10-Q        3/31/21   79:15M
 2/08/21  Southwest Airlines Co.            10-K       12/31/20  102:19M
 1/15/21  Southwest Airlines Co.            8-K:1,2,9   1/15/21   13:733K                                   Donnelley … Solutions/FA
 7/27/20  Southwest Airlines Co.            10-Q        6/30/20   77:14M
 5/01/20  Southwest Airlines Co.            8-K:1,2,8,9 5/01/20   15:1.3M                                   Donnelley … Solutions/FA
 4/28/20  Southwest Airlines Co.            10-Q        3/31/20   78:15M
 2/04/20  Southwest Airlines Co.            10-K       12/31/19  109:19M
11/01/17  Southwest Airlines Co.            10-Q        9/30/17   59:12M
 8/09/16  Southwest Airlines Co.            8-K:1,2,9   8/03/16    2:760K                                   Donnelley … Solutions/FA
 5/18/15  Southwest Airlines Co.            8-K:5,9     5/13/15    2:156K                                   Donnelley … Solutions/FA
 1/30/13  Southwest Airlines Co.            8-K:5,9     1/30/13    2:51K                                    Donnelley … Solutions/FA
 7/27/12  Southwest Airlines Co.            10-Q        6/30/12   48:13M
 7/23/09  Southwest Airlines Co.            10-Q        6/30/09   10:1.7M
 2/02/09  Southwest Airlines Co.            10-K       12/31/08   15:2M                                     Donnelley … Solutions/FA
 1/22/09  Southwest Airlines Co.            8-K:1,5,9   1/15/09    3:171K                                   Donnelley … Solutions/FA
 7/20/07  Southwest Airlines Co.            10-Q        6/30/07    7:1.6M
 3/21/97  Southwest Airlines Co.            10-K405®   12/31/96    7:419K                                   RR Donnelley
 3/30/95  Southwest Airlines Co.            10-K405    12/31/94   10:251K                                   Donnelley RR & So… Co/FA
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