Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.96M
2: EX-10.13(A) Notice of Grant of Restricted Stock Units HTML 50K
4: EX-10.16 Second Amendment to Revolving Credit Facility HTML 480K
Agreement
3: EX-10.20(A) Notice of Grant of Performance-Based Restricted HTML 51K
Stock Units
5: EX-10.27 Notice of Grant of Performance-Based Cash Award HTML 49K
6: EX-21 Subsidiaries of the Company HTML 28K
7: EX-23 Consent of Ernst & Young LLP, Independent HTML 26K
Registered Public Accounting Firm
8: EX-31.1 Certification of Chief Executive Officer HTML 31K
9: EX-31.2 Certification of Chief Financial Officer HTML 30K
10: EX-32 Certification of CEO and CFO HTML 29K
17: R1 Document And Entity Information HTML 90K
18: R2 Consolidated Balance Sheet HTML 133K
19: R3 Consolidated Statement of Income (Loss) HTML 100K
20: R4 Consolidated Statement of Comprehensive Income HTML 74K
(Loss)
21: R5 Consolidated Statement of Stockholder's Equity HTML 73K
22: R6 Consolidated Statement of Cash Flows HTML 149K
23: R7 Summary of Significant Accounting Policies HTML 71K
24: R8 Worldwide Pandemic HTML 45K
25: R9 New Accounting Pronouncements HTML 43K
26: R10 Net Income (Loss) Per Share HTML 49K
27: R11 Commitments and Contingencies HTML 39K
28: R12 Revenue HTML 85K
29: R13 Financing Activities HTML 82K
30: R14 Leases HTML 89K
31: R15 Common Stock HTML 30K
32: R16 Stock Plans HTML 61K
33: R17 Financial Derivative Instruments HTML 230K
34: R18 Fair Value Measurements HTML 146K
35: R19 Accumulated Other Comprehensive Income (Loss) HTML 67K
36: R20 Employee Retirement Plans HTML 75K
37: R21 Income Taxes HTML 83K
38: R22 Supplemental Financial Information HTML 79K
39: R23 Boeing 737 Max Aircraft Grounding HTML 33K
40: R24 Quarterly Financial Data HTML 58K
41: R25 Summary of Significant Accounting Policies HTML 161K
(Policies)
42: R26 Net Income (Loss) Per Share (Tables) HTML 49K
43: R27 Revenue (Tables) HTML 68K
44: R28 Financing Activities (Tables) HTML 56K
45: R29 Leases (Tables) HTML 109K
46: R30 Stock Plans (Tables) HTML 58K
47: R31 Financial Derivative Instruments (Tables) HTML 230K
48: R32 Fair Value Measurements (Tables) HTML 145K
49: R33 Accumulated Other Comprehensive Income (Loss) HTML 68K
(Tables)
50: R34 Employee Retirement Plans (Tables) HTML 73K
51: R35 Income Taxes (Tables) HTML 84K
52: R36 Supplemental Financial Information (Tables) HTML 85K
53: R37 Quarterly Financial Data (Tables) HTML 58K
54: R38 Summary of Significant Accounting Policies HTML 104K
(Details)
55: R39 Worldwide Pandemic (Details) HTML 155K
56: R40 Net Income (Loss) Per Share (Details) HTML 62K
57: R41 Commitments and Contingengies - Long-term Purchase HTML 73K
Commitments (Details)
58: R42 Commitments and Contingencies - Airport Projects HTML 43K
(Details)
59: R43 Revenue - Passenger Revenue Breakout (Details) HTML 41K
60: R44 Revenue - Air Traffic Liability Breakout (Details) HTML 30K
61: R45 Revenue - Air Traffic Liability - Loyalty Program HTML 36K
Rollforward (Details)
62: R46 Revenue - Air Traffic Liability Rollforward HTML 34K
(Details)
63: R47 Revenue - Additional Information (Details) HTML 40K
64: R48 Financing Activities (Details) HTML 350K
65: R49 Leases (Details) HTML 94K
66: R50 Leases Lease-Related Assets and Liabilities HTML 47K
(Details)
67: R51 Leases Components of Lease Cost (Details) HTML 45K
68: R52 Leases Supplemental Cash Flow Information HTML 38K
(Details)
69: R53 Leases Maturity of Lease Liabilities (Details) HTML 77K
70: R54 Leases Other Information (Details) HTML 36K
71: R55 Common Stock (Details) HTML 41K
72: R56 Stock Plans (Details) HTML 110K
73: R57 Financial Derivative Instruments Narrative HTML 92K
(Details)
74: R58 Financial Derivative Instruments - Fuel Hedging HTML 36K
(Details)
75: R59 Financial Derivative Instruments - Fair Values by HTML 60K
Balance Sheet Location (Details)
76: R60 Financial Derivative Instruments - Collateral by HTML 35K
Balance Sheet Location (Details)
77: R61 Financial Derivative Instruments - Offsetting of HTML 43K
Derivative Assets (Details)
78: R62 Financial Derivative Instruments - Offsetting of HTML 47K
Derivative Liabilities (Details)
79: R63 Financial Derivative Instruments - (Gain) Loss in HTML 62K
Income by Hedging Relationship (Details)
80: R64 Financial Derivative Instruments - (Gain) Loss by HTML 43K
Hedging Relationship (Details)
81: R65 Financial Derivative Instruments - Premiums for HTML 35K
Fuel Derivative Contracts (Details)
82: R66 Financial Derivative Instruments - Fair Values of HTML 122K
Fuel Derivatives Amounts Posted as Collateral
(Details)
83: R67 Fair Value Measurements Narrative (Details) HTML 28K
84: R68 Fair Value Measurements - Measured on Recurring HTML 120K
Basis (Details)
85: R69 Fair Value Measurement - Fair Value Assets and HTML 58K
Liabilities Measured on Recurring Basis with
Unobservable Inputs (Details)
86: R70 Fair Value Measurements - Quantitative Information HTML 49K
about Level 3 Fair Value (Details)
87: R71 Fair Value Instruments - Carrying and Estimated HTML 132K
Fair Value of Debt (Details)
88: R72 Accumulated Other Comprehensive Income (Loss) HTML 64K
(Details)
89: R73 Accumulated Other Comprehensive Income (Loss) - HTML 58K
Reclassification out of Accumulated Other
Comprehensive Income (Details)
90: R74 Employee Retirement Plans (Details) HTML 113K
91: R75 Income Taxes (Detail) HTML 124K
92: R76 Supplemental Financial Information - Accounts and HTML 43K
Other Receivables (Details)
93: R77 Supplemental Financial Information - Other Assets HTML 35K
(Details)
94: R78 Supplemental Financial Information - Accounts HTML 45K
Payable (Details)
95: R79 Supplemental Financial Information - Accrued HTML 54K
Liabilities (Details)
96: R80 Supplemental Financial Information - Other HTML 40K
Non-Current Liabilities (Details)
97: R81 Boeing 737 MAX Aircraft Grounding (Details) HTML 41K
98: R82 Quarterly Financial Data (Details) HTML 70K
100: XML IDEA XML File -- Filing Summary XML 178K
16: XML XBRL Instance -- luv-20201231_htm XML 4.46M
99: EXCEL IDEA Workbook of Financial Reports XLSX 178K
12: EX-101.CAL XBRL Calculations -- luv-20201231_cal XML 310K
13: EX-101.DEF XBRL Definitions -- luv-20201231_def XML 1.74M
14: EX-101.LAB XBRL Labels -- luv-20201231_lab XML 3.64M
15: EX-101.PRE XBRL Presentations -- luv-20201231_pre XML 2.19M
11: EX-101.SCH XBRL Schema -- luv-20201231 XSD 391K
101: JSON XBRL Instance as JSON Data -- MetaLinks 668± 1.00M
102: ZIP XBRL Zipped Folder -- 0000092380-21-000033-xbrl Zip 1.00M
‘EX-10.13(A)’ — Notice of Grant of Restricted Stock Units
Pursuant to the terms of the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (the “Plan”), Southwest Airlines Co.
(the “Company”) hereby grants to you (the “Participant”) an award of restricted stock units (“RSUs”), in accordance with, and subject to, the following:
Participant:
Date of Grant:
Number of RSUs Granted:
Vesting
Schedule
Percentage of RSUs Vesting
Vesting Date
On each Vesting Date, it will be a condition to vesting that the Participant has continuously served as an Employee, Director, or Advisor (each as defined in the Plan) from the Date of Grant through the Vesting Date; provided that special terms will apply if termination of service is due to death, disability, or a qualified retirement (see enclosed Terms and Conditions).
Participant understands and agrees
that the RSUs are granted in accordance with, and subject to, the terms and conditions of the Plan and the Terms and Conditions enclosed with this Notice of Grant. The Plan and the prospectus for the Plan are enclosed with this Notice of Grant. Additional copies of these documents are available upon request to the Company’s Stock Plan Administration Department.
By asserting any rights with respect to these RSUs, the Participant (and any person who has acquired the RSUs by will or the laws of descent and distribution or intestacy) will be deemed to have understood and agreed to the terms and conditions of the Plan and the accompanying Terms and Conditions.
By asserting any rights with respect to Restricted Stock Units (“RSUs” or “Restricted Stock Units”) received pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (the “Plan”), the recipient of the RSUs (the “Participant”) will be deemed to
have understood and agreed to the terms and conditions of the Plan and the terms and conditions set forth below. Capitalized terms used and not otherwise defined in these Terms and Conditions shall have the meanings assigned to them in the Plan or in the Notice of Grant of Restricted Stock Units with which these Terms and Conditions are enclosed (the “Notice of Grant”).
1. Vesting. Subject to these Terms and Conditions and the provisions of the Plan, the RSUs will vest in accordance with the schedule set forth in the Notice of Grant.
2. Interpretation. The Participant’s Restricted Stock Unit Award is subject to the terms and conditions of the Plan, which terms and conditions are incorporated herein by reference. The Participant’s
Restricted Stock Unit Award is also subject to any rules promulgated pursuant to the Plan by the Board, the Committee, or the persons designated by the Committee to administer the day-to-day administration of the Plan. Any decisions or interpretations upon any questions with respect to a Restricted Stock Unit Award or the Plan shall (as permissible pursuant to applicable laws, rules, or regulations, including the rules of any stock exchange upon which the Company’s Common Stock is listed or quoted) be determined (i) by the Committee, (ii) by the Board, or (iii) where permitted by the Committee, by any person(s) to whom the Committee has delegated its authority. The Participant (and any person who has acquired the RSUs by will or the laws of descent and distribution or intestacy) agrees to accept any such decisions or interpretations as binding, conclusive, and final in all respects.
3. Settlement
of Restricted Stock Units. Subject to these Terms and Conditions and the provisions of the Plan, upon each Vesting Date, the Participant (or any person who has acquired the RSUs by will or the laws of descent and distribution or intestacy) will become entitled to delivery of one share of Common Stock for each Restricted Stock Unit that vests on that date (the “Vested Shares”). As soon as is administratively and reasonably practicable thereafter (but in any event, no later than 30 days thereafter), such Vested Shares will be registered in the Participant’s name or otherwise delivered or credited for the Participant’s account or benefit (in each case as determined by the Company), subject to (a) the Participant’s satisfaction of any Tax Obligations (as defined in Section 5 below); (b) the Participant’s taking of any additional action deemed necessary or advisable
by the Company to enable it to accomplish the delivery of the shares of Common Stock; and (c) the condition precedent that, if at any time the Board or the Committee shall determine in their discretion that the listing, registration, or qualification of the Vested Shares is required under any federal, state, or other law, rule, or regulation, or by the requirements of any securities exchange, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the Vested Shares, then the RSUs will not vest in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board or the Committee;
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provided,
however, in the event any action required by clause (a) or (b) above has not been completed by the Participant within 85 days following the applicable Vesting Date, such Restricted Stock Units will be forfeited at 4:00 p.m., Eastern Time, on such date. No fractional shares of Common Stock will be issued in settlement of the RSUs.
4. Rights Upon Termination of Service. Subject to the provisions of subsections 4(a) and (b) below, in the event of termination of the Participant’s Service, any Restricted Stock Units that have not vested as of the date of termination of Service shall automatically and without notice be forfeited at 4:00 p.m., Eastern Time, on the date of termination; provided that, notwithstanding anything in the Plan or the Notice of Grant to the contrary:
(a) in the event of the termination of
the Participant’s Service as a result of death or Disability, any of the Participant’s outstanding RSUs that have not yet vested will fully vest as of the date of termination; and
(b) provided that the Participant’s Service has terminated no earlier than 12 months after the Date of Grant, in the event of a “qualified retirement,” any outstanding, unvested RSUs will remain outstanding as if the Participant’s Service has not terminated and will continue to vest in accordance with the vesting schedule set forth in the Notice of Grant, these Terms and Conditions, and the terms of the Plan.
For purposes of Section 4(b), a Participant’s termination of Service will be considered a “qualified retirement” if (a) the Participant has completed at least 10 years of continuous Service; (b) the Participant’s age plus completed years of continuous Service equal at least 65 at the
time of the Participant’s termination of Service; and (c) the Participant has not been terminated for cause.
5. Taxes.
a.In order to comply with any federal, state, local, or other laws or regulations of the United States or any other applicable jurisdiction, the Company or any Affiliate is authorized to take such action as it shall deem appropriate to provide that all applicable federal, state, local, or other income, employment, or other tax withholding or similar obligations (collectively, “Tax Obligations”) to which the Participant is subject in connection with the RSUs are withheld or collected from the Participant. If and to the extent permitted by the Committee from time to time, the
Company is authorized to satisfy the Tax Obligations by any one or more of the following methods: (i) by requiring the Participant to pay such amount in cash or check; (ii) by withholding a number of shares of Common Stock that would otherwise be issued with respect to the RSUs having a market value sufficient to meet the Tax Obligations; (iii) by instructing the Plan administrator to sell, or cause to be sold, on behalf of the Participant a number of Vested Shares having a market value equal to the amount of the Tax Obligations (plus sales commissions) to which the Participant is subject, and the Participant hereby appoints the Corporate Secretary of the Company as the Participant’s attorney-in-fact, with full power of substitution and resubstitution, to execute such sale; (iv) by deducting the amount of the Tax Obligations out of any other remuneration otherwise payable by the
Company to the Participant; or (v) by such other method as may become available to the Company from time to time.
b.The Participant is ultimately liable and responsible for all of the Participant’s Tax Obligations, regardless of any action taken by the Company in accordance with Section 5.a. The Company makes no representation or undertaking regarding the treatment of any Tax Obligation in connection with the grant, vesting, or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock
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received
upon settlement of any RSUs. The Company does not commit, and is under no obligation, to structure the Plan and its administration to reduce or eliminate a Participant’s tax liability.
c.The Participant agrees to release and indemnify the Company and its Affiliates from any liability or damages arising from or relating to the Participant’s failure to comply with his or her Tax Obligations.
6. Restriction on Transfer. Restricted Stock Units and any rights with respect to the Participant’s Restricted Stock Unit Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant except by will or the
laws of descent and distribution or intestacy, and any attempt to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Participant’s RSUs will be void and unenforceable against the Company or any Affiliate.
7. Rights as a Shareholder. The Participant will have no rights as a shareholder with respect to any shares of Common Stock covered by the Participant’s Restricted Stock Units unless and until the Restricted Stock Units vest and are registered in the Participant’s name or are otherwise delivered or credited for the Participant’s account or benefit.
8. Adjustment of Number of Shares and Related Matters. The
number and kind of shares of Common Stock covered by a Participant’s Restricted Stock Unit Award shall be subject to adjustment in accordance with the terms of the Plan relating to recapitalization or reorganization.
9. Investment Representation. By accepting any shares of Common Stock issued pursuant to the Participant’s Restricted Stock Unit Award, the Participant represents and warrants to the Company that the receipt of such shares shall be for investment and not with a view to distribution; provided that such representation and warranty shall be inoperative if, in the opinion of counsel to the Company, a proposed distribution of such shares is pursuant to an
applicable effective registration statement under the Securities Act of 1933, as amended, or is, without such representation and warranty, exempt from registration under such Act.
10. Section 409A Compliance. The Plan and these Terms and Conditions are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including its exceptions, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of the Plan, these Terms and Conditions, or the Notice of Grant, any settlement of the RSUs may only occur upon an event and in a manner that complies with Section 409A or an applicable exemption. Any RSUs or settlement of RSUs that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding
the foregoing, the Company makes no representations that the RSUs and any settlement of the RSUs comply with Section 409A, and the Company will not be liable for any portion of any taxes, penalties, interest, or other expenses that the Participant may incur because of non-compliance with Section 409A.
Notwithstanding any provision of the Plan, these Terms and Conditions, or the Notice of Grant to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of Service, and the Company determines in good faith that immediate settlement of the RSUs would cause
a violation of Section 409A, then to the extent shares are issuable upon the Participant’s “separation from service” within the meaning of Section 409A and issuance (i) is subject to the provisions of Section 409A; (ii) is not otherwise excluded under Section 409A; and (iii) would otherwise occur during the first six-
3
month period following the Participant’s separation from service, such shares shall become issuable on the earlier of (1) the first business day after the date that is six months following the date of separation from service or (2) the date
of the Participant’s death.
11. No Right to Continued Service and other Participant Acknowledgments. Nothing herein shall be construed to confer upon the Participant any right to continue as an Employee, Director, or Advisor or to interfere with or restrict in any way the right of the Company or any Affiliate to discharge the Participant at any time (subject to any contractual rights of the Participant) for any reason whatsoever, with or without cause and with or without advance notice. Furthermore, nothing herein shall in any way be construed as imposing on the Company or any Affiliate a contractual obligation between the
Company or any Affiliate and the Participant, other than with respect to the specific terms of the Participant’s Restricted Stock Unit Award.
12. Law Governing. The Participant’s Restricted Stock Unit Award shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.
13. Legal Construction. In the event that any one or more of these Terms and Conditions shall be held by a Court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term or condition shall not affect any other term or condition, and these Terms and Conditions shall be construed in all respects as if the invalid, illegal, or unenforceable term or condition
had never been contained herein.
14. Amendments. The Plan and the RSUs may be amended or altered by the Board or the Committee to the extent provided in the Plan.
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Dates Referenced Herein and Documents Incorporated by Reference
