LUV 10-K Annual Report Dec. 31, 2017 | Alphaminr
SOUTHWEST AIRLINES CO
ALPHAMINR

LUV 10-K Fiscal year ended Dec. 31, 2017

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SOUTHWEST AIRLINES CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7 . Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. 10-k Summary

Exhibits

3.1 Restated Certificate of Formation of the Company, effective May18, 2012 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2012 (File No. 1-7259)). 3.2 Second Amended and Restated Bylaws of the Company, effective November 17, 2016 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed November 21, 2016 (FileNo.1-7259)). 4.2 Indenture dated as of February14, 2005, between the Company and The Bank of New York TrustCompany, N.A., Trustee (incorporated by reference to Exhibit4.2 to the Companys Current Report on Form8-K filed February14, 2005 (File No.1-7259)). Supplemental Agreement No. 65 (incorporated by reference to Exhibit10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2010 (File No. 1-7259));Supplemental Agreement No. 66 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2010 (FileNo.1-7259));Supplemental Agreement No. 67 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December31, 2010 (FileNo.1-7259));Supplemental Agreement No. 68 (incorporated by reference to Exhibit 10.1(b) to the Companys Annual Report on Form 10-K for the year ended December31, 2010 (FileNo.1-7259));Supplemental Agreement No. 69 (incorporated by reference to Exhibit 10.1(c) to the Companys Annual Report on Form 10-K for the year ended December31, 2010 (FileNo.1-7259));Supplemental Agreement No. 70 (incorporated by reference to Exhibit 10.1(d) to the Companys Annual Report on Form 10-K for the year ended December31, 2010 (FileNo.1-7259));Supplemental Agreement No. 71 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2011 (FileNo.1-7259));Supplemental Agreement No. 72 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2011 (FileNo.1-7259));Supplemental Agreement No. 73 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2011 (FileNo.1-7259));Supplemental Agreement No. 74 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2011 (FileNo. 1-7259));Supplemental Agreement No. 75 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December31, 2011 (FileNo.1-7259));Supplemental Agreement No. 76 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2012 (FileNo.1-7259));Supplemental Agreement No. 77 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2012 (FileNo.1-7259));Supplemental Agreement No. 78 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2012 (FileNo. 1-7259));Supplemental Agreement No. 79 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2012 (FileNo. 1-7259));Supplemental Agreement No. 80 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2013 (FileNo.1-7259));Supplemental Agreement No. 81 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2013 (FileNo.1-7259));Supplemental Agreement No. 82 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (FileNo.1-7259));Supplemental Agreement No. 83 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (FileNo.1-7259));Supplemental Agreement No. 84 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (FileNo.1-7259));Supplemental Agreement No. 85 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 1-7259));Supplemental Agreement No. 86 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (FileNo.1-7259));Supplemental Agreement No. 87 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (FileNo.1-7259));Supplemental Agreement No. 88 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 1-7259));Supplemental Agreement No. 89 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-7259));Supplemental Agreement No. 90 (incorporated by reference to Exhibit 10.1(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-7259));Supplemental Agreement No. 91 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-7259));Supplemental Letter Agreement No. 1810-LA-1501773 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 1-7259));Supplemental Agreement No. 92 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-7259));Supplemental Agreement No. 93 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 1-7259));Supplemental Agreement No. 94 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 1-7259));Supplemental Agreement No. 95 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 1-7259));Supplemental Agreement No. 96 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 1-7259));Supplemental Agreement No. 97 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 1-7259)); Supplemental Agreement No. 98 (incorporated by reference to Exhibit 10.1(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-7259));Supplemental Agreement No. 99 (incorporated by reference to Exhibit 10.1(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-7259));Supplemental Agreement No. 100 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 1-7259));Supplemental Agreement No. 101 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 1-7259));Supplemental Agreement No. 102 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 1-7259));Supplemental Agreement No. 103 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 1-7259));Supplemental Letter Agreement No. 6-1162-KLK-0059R3 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 1-7259)). (1) 10.2 Form of Amended and Restated Executive Service Recognition Plan Executive Employment Agreement between the Company and certain Officers of the Company (incorporated by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)).(2) 10.3 Letter Agreement between Southwest Airlines Co. and Gary C. Kelly, effective as of February1, 2011 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed February 1, 2011 (FileNo.1-7259)).(2) 10.4 Southwest Airlines Co. Amended and Restated Severance Plan for Directors (as amended and restated effective May 19, 2009) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 1-7259)). 10.5 Southwest Airlines Co. Outside Director Incentive Plan (as amended and restated effective May16, 2007) (incorporated by reference to Exhibit10.2 to the Companys Quarterly Report on Form10-Q for the quarter ended June30, 2007 (File No.1-7259)). 10.7 Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit99.1 to the Companys Current Report on Form 8-K filed May 18, 2015(FileNo.1-7259)).(2) 10.8 Southwest Airlines Co. 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Stock Option Grant (incorporated by reference to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)).(2) 10.9 Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.32 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (FileNo.1-7259)).(2) 10.10 Amendment No. 1 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.33 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)).(2) 10.11 Amendment No. 2 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.34 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)).(2) 10.12 Amended and Restated Southwest Airlines Co. 2005 Excess Benefit Plan (as amended and restated, effective as of January 1, 2018) (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (FileNo.1-7259)).(2) 10.13 Form of Indemnification Agreement between the Company and its Directors (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed January22, 2009 (File No. 1-7259)). 10.14 Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-7259)).(2) 10.15 $1,000,000,000 Revolving Credit Facility Agreement among the Company, the Banks party thereto, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A., BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., U.S. Bank National Association, and Wells Fargo Bank, N.A., as Documentation Agents, JPMorgan Chase Bank, N.A. and Citibank, N.A., as Co-Administrative Agents, and JPMorgan Chase Bank, N.A., as Paying Agent, dated as of August3, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed August 9, 2016 (FileNo. 1-7259)). 10.16 Purchase Agreement No. 3729 and Aircraft General Terms Agreement, dated December 13, 2011, between The Boeing Company and the Company (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K for the year ended December 31, 2011 (File No.1-7259));Supplemental Agreement No. 1 (incorporated by reference to Exhibits 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-7259));Supplemental Agreement No. 2 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-7259));Supplemental Agreement No. 3 (incorporated by reference to Exhibit 10.27(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 1-7259));Supplemental Agreement No. 4 (incorporated by reference to Exhibit 10.18(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-7259));Supplemental Agreement No. 5 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 1-7259));Supplemental Agreement No. 6 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 1-7259));Supplemental Agreement No. 7 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 1-7259));Supplemental Letter Agreement No. 6-1162-KLK-0059R3 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 1-7259)).(1) 10.16(a) Supplemental Agreement No. 8 to Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company.(1) 10.17 Southwest Airlines Co. Senior Executive Short Term Incentive Plan (incorporated by reference to Exhibit99.1 to the Companys Current Report on Form8-K filed January 30, 2013 (FileNo.1-7259)).(2) 10.18 Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors (as amended and restated, effective as of January 1, 2018) (incorporated by reference to Exhibit10.6 to the Companys Quarterly Report on Form10-Q for the quarter ended September 30, 2017 (FileNo.1-7259)).(2) 10.19 Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Performance-Based Restricted Stock Unit grants (incorporated by reference to Exhibit10.4 to the Companys Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (FileNo.1-7259)).(2) 10.20 Consulting Agreement, dated as of June 30, 2017, by and between Arthur Jefferson Lamb III and Southwest Airlines Co. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8K filed July 3, 2017 (File No. 17259)).(2) 21 Subsidiaries of the Company. 23 Consent of Ernst& Young LLP, Independent Registered Public Accounting Firm. 31.1 Rule13a-14(a) Certification of Chief Executive Officer. 31.2 Rule13a-14(a) Certification of Chief Financial Officer. 32 Section1350 Certification of Chief Executive Officer and Chief Financial Officer.(3)