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Item 9A. Controls and Procedures

2023-02-07 compared with 2022-02-07 · 39 added, 18 removed, 214 unchanged (21% of the section changed)

17 unchanged sentences

Other Information

On February 1, 2023, the Company's Board of Directors approved the Company's Third Amended and Restated Bylaws ("Amended and Restated Bylaws"), effective as of such date.

Among other matters, the Amended and Restated Bylaws (i) revise procedures and disclosure requirements for the nomination of directors to address new Rule 14a-19 of the Securities Exchange Act of 1934 relating to universal proxy cards;

(ii) provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of claims under the Securities Act of 1933;

(iii) clarify certain provisions about some of the Company's officer positions;

(iv) clarify that a resigning director or executive officer must provide written notice of such resignation;

(v) clarify the power of the chair of a meeting of shareholders of the Company to establish certain rules and procedures for, and make determinations with respect to, such meeting;

(vi) adopt gender-neutral pronoun designations;

and (vii) make other minor administrative, modernizing, clarifying and conforming changes, including adding certain clarifying language to better conform the Amended and Restated Bylaws to the Texas Business Organizations Code.

The foregoing summary of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

56 unchanged sentences

3.1 Restated Certificate of Formation of the Company, effective May 18, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No.

3.2 Second Amended and Restated Bylaws of the Company, effective November 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 21, 2016 (File No.

3.2 Third Amended and Restated Bylaws of the Company, effective February 1, 2023.

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

4.2 Indenture dated as of September 17, 2004, between the Company and Wells Fargo Bank, N.A., Trustee (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

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

7 unchanged sentences

10.2 Letter Agreement between Southwest Airlines Co.

Kelly, effective as of February 1, 2011 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 1, 2011 (File No.

Kelly, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

10.3 Southwest Airlines Co.

3 unchanged sentences

10.5 Southwest Airlines Co.

2002 SWAPIA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed October 30, 2002 (File No.

333-100862)).

10.6 Southwest Airlines Co.

Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 18, 2015 (File No.

13 unchanged sentences

10.11(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) ( 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.

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 31, 2020 (File No.

10.12 $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.

10.14 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.

10.13 First Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, 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 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.

10.15 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.

10.14 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, JP Morgan 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 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 (File No.

10.15 Mortgage and Security Agreement Supplement No.

3 unchanged sentences

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.

10.17 Fourth Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, the Second Amendment dated as of November 23, 2020, and the Third Amendment dated as of July 28, 2021, 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 19, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

10.18 Purchase Agreement No.

13 unchanged sentences

and Supplemental Letter Agreement No.

03729-LA-1808800.

10.18(a) Supplemental Agreement No.

03729-LA-1808800 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

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.

14 unchanged sentences

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.

Supplemental Agreement No.

16 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

Supplemental Agreement No.

17 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

Supplemental Agreement No.

18 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

10.18(a) Supplemental Agreement No.

19 to Purchase Agreement No.

3729, dated December 13, 2011, between The Boeing Company and the Company.

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) (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.

5 unchanged sentences

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 ( F ile 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 (File 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 ( F ile 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 (File 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 ( 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.

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.

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

4 unchanged sentences

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.

10.32 Form of Restricted Cash Award and Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

10.33 Form of Restricted Cash Performance Award and Terms and Conditions (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

21 Subsidiaries of the Company.

26 unchanged sentences

/s/ ROBERT E.

JORDAN Chief Executive Officer and Director

JORDAN President & Chief Executive Officer & Director

(Principal Executive Officer)

13 unchanged sentences

HESS Director

LIEBLEIN Director

LOEFFLER Director

MONTFORD Director

/s/ CHRISTOPHER P.

REYNOLDS Director

Christopher P.

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