What changed in this filing

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Item 9A. Controls and Procedures

2022-02-07 compared with 2021-02-08 · 49 added, 36 removed, 183 unchanged (32% of the section changed)

17 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers, and Corporate Governance

45 unchanged sentences

Principal Accounting Fees and Services

The Company's independent registered public accounting firm is Ernst & Young, LLP , Dallas, TX , Auditor Firm ID:

The information required by this Item 14 will be set forth under the heading “Relationship with Independent Auditors” in the Proxy Statement for the Company’s 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

8 unchanged sentences

4.1 Specimen certificate representing common stock of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No.

4.2 Indenture dated as of September 17, 2004, between the Company and Wells Fargo Bank, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed October 30, 2002 (File No.

333-100861)).

4.2 Indenture dated as of September 17, 2004, between the Company and Wells Fargo Bank, N.A., Trustee

4.3 Indenture dated as of February 25, 1997, between the Company and U.S.

18 unchanged sentences

10.7 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No.

10.8 Southwest Airlines Co.

Excess Benefit Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No.

11 unchanged sentences

10.12(a) Southwest Airlines Co.

Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (effective 2021).

Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (effective 2021) ( incorporated by reference to Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the year ended December 3 1, 2020 ( F ile No.

10.13 $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.

1 unchanged sentence

and Citibank, N.A., as Co-Administrative Agents, and JPMorgan Chase Bank, N.A., as Paying Agent, dated as of August 3, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 9, 2016 (File No.

10.15 First Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, among Southwest Airlines Co., the banks party thereto, J.P.

Morgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and J.P.

Morgan Chase Bank, N.A.

10.14 First Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, among Southwest Airlines Co., the banks party thereto, J P Morgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and J P Morgan Chase Bank, N.A.

and Citibank, N.A., as Co-Administrative Agents, dated as of March 30, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.16 Second Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, among Southwest Airlines Co., the banks party thereto, J.P.

Morgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and J.P.

Morgan Chase Bank, N.A., and Citibank, N.A., as Co-Administrative Agents, dated as of November 23, 2020.

10.15 Second Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, among Southwest Airlines Co., the banks party thereto, J P Morgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and J P Morgan Chase Bank, N.A., and Citibank, N.A., as Co-Administrative Agents, dated as of November 23, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 ( F ile No.

10.16 Mortgage and Security Agreement Supplement No.

1, dated March 30, 2021, between Southwest Airlines Co.

and JPMorgan Chase Bank, N.A., acting as an administrative agent, pursuant to the Revolving Credit Facility Agreement dated as of August 3, 2016, as amended (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

10.17 Third Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, and the Second Amendment dated as of November 23, 2020, among Southwest Airlines Co., the banks party thereto, JPMorgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and JPMorgan Chase Bank, N.A.

and Citibank, N.A., as Co-Administrative Agents, dated as of July 28, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (File No.

10.18 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

3729 and Aircraft General Terms Agreement, dated December 13, 2011, between The Boeing Company and the Company ;

Supplemental Agreement No.

1 (incorporated by reference to Exhibits 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No.

Supplemental Agreement No.

2 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No.

Supplemental Agreement No.

3 (incorporated by reference to Exhibit 10.27(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

Supplemental Agreement No.

4 (incorporated by reference to Exhibit 10.18(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No.

Supplemental Agreement No.

5 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No.

Supplemental Agreement No.

6 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No.

Supplemental Agreement No.

7 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No.

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.

6-1162-KLK-0059R3;

Supplemental Agreement No.

8 (incorporated by reference to Exhibit 10.16(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

Supplemental Agreement No.

9 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.

Supplemental Agreement No.

10 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.

and Supplemental Letter Agreement No.

03729-LA-1808800.

10.18(a) Supplemental Agreement No.

11 (incorporated by reference to Exhibit 10.16(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Supplemental Letter Agreement No.

03729-LA-1808800 (incorporated by reference to Exhibit 10.16(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

03729-MISC-2001512 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

Supplemental Letter Agreement, dated April 23, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

Supplemental Letter Agreement No.

03729-MISC-2001512 (incorporated by re ference to Exhibit 10.1 to the Com pany's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 ( File No.

Supplemental Letter A greement, d ated April 23, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

6-1162-CJM-039 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

Supplemental Agreement No.

12 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

Supplemental Letter Agreement No.

6-1162-CJ M-039 (incorporated by reference to Exhibit 10.3 to the Compan y's Quarterly Report on Form 1 0- Q for the quarter ended June 30, 2020 (File No.

6-1162-CAF-0390R2 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

Supplemental Agreement No.

13 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

Supplemental Agreement No.

14 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

Supplemental Agreement No.

15 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

10.19 Southwest Airlines Co.

6 unchanged sentences

10.21(a) 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 (effective 2021).

Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Performance-Based Restricted Stock Unit grants (effective 2021) (incorporated by reference to Exhibit 10.20(a) to the Company's Annual Report on Form 10-K for the year ended December 3 1, 2020 (File N o.

10.22 Payroll Support Program Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated April 20, 2020 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.22 Warran t Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated April 20, 2020 (incorporated by reference to Exhibit 10.5 to the Com pany's Quarterly Report on Form 10-Q for the qua rter ended March 31, 2020 (File No.

10.23 Warrant Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated April 20, 2020 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.24 Promissory Note, from Southwest Airlines Co.

1 unchanged sentence

10.25 Payroll Support Program Extension Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated January 15 , 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 15, 2021 (file No.

and the United States Department of the Treasury, dated January 15, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 15, 2021 ( F ile No.

10.26 Warrant Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated January 15 , 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 15, 2021 (file No.

and the United States Department of the Treasury, dated January 15, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 15, 2021 ( F ile No.

10.27 Promissory Note, from Southwest Airlines Co.

to the United States Department of the Treasury, dated January 15 , 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 15, 2021 (file No.

10.27 Form of Performance-Based Cash Award and Terms and Conditions.

to the United States Department of the Treasury, dated January 15, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 15, 2021 ( F ile No.

10.28 Form of Performance-Based Cash Award and Terms and Conditions (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 ( F ile No.

10.29 Payroll Support Program 3 Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated April 23, 2021 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

10.30 Warrant Agreement by and between Southwest Airlines Co.

and the United States Department of the Treasury, dated April 23, 2021 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

10.31 Promissory Note, from Southwest Airlines Co.

to the United States Department of the Treasury, dated April 23, 2021 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

21 Subsidiaries of the Company.

10 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

(1) Certain confidential information contained in this agreement has been omitted because it is both not material and is of the type that the registrant treats as private or confidential.

(2) Management contract or compensatory plan or arrangement.

12 unchanged sentences

Signature Title

KELLY Chairman of the Board & Chief Executive Officer (Principal Executive Officer)

/s/ ROBERT E.

JORDAN Chief Executive Officer and Director

(Principal Executive Officer)

/s/ TAMMY ROMO Executive Vice President & Chief Financial Officer (Principal Financial & Accounting Officer)

KELLY Executive Chairman of the Board

/s/ RON RICKS Vice Chairman of the Board

9 unchanged sentences

GILLIGAN Director

HESS Director

LIEBLEIN Director

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures