LUV · Southwest Airlines

561 filings

LUV SEC Filings

Southwest Airlines - 561 total filings

Filing record · 2016–202610-K1210-Q338-K204

Showing 1–50 of 561 filings

Southwest Airlines 8-K Report, Material Agreement (Nov 2, 2026)

On November 2, 2026, Southwest Airlines Co. completed a public offering of $1.25 billion aggregate principal amount of debt securities. The offering consisted of $600 million of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031. The Notes were issued under a base indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by an officer's certificate dated November 2, 2026. The offering was made under the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909) and a prospectus supplement dated October 26, 2026, and it was completed under an underwriting agreement dated October 26, 2026 with Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC. The filing reports the Notes as a direct financial obligation of the company under Item 2.03, which means the company has taken on new debt of $1.25 billion in total. The filing sets out the coupon rates and maturities of the two tranches but does not describe any other terms of the offering. The filing also lists the exhibits, which include the underwriting agreement, the forms of the two global notes, and a legal opinion and consent from Vinson & Elkins L.L.P.

Nov 2, 2026 10-Q

Southwest Airlines Quarterly Report for Q3 Ended Sep 30, 2026

Southwest Airlines Co. reported a third quarter 2026 net income of $270 million, or $0.55 per diluted share, versus $54 million, or $0.10 per diluted share, in the third quarter of 2025. Total operating revenues reached $8.42 billion, up 21.2 percent year-over-year and described as a third quarter Company record, driven by passenger revenue growth of 22.8 percent. Operating income rose to $379 million from $35 million. Results were partially offset by higher aircraft fuel and related taxes, which increased 61.7 percent to $2.15 billion, and higher salaries, wages, and benefits, which rose 10.0 percent. For the nine months, net income was $730 million, or $1.47 per diluted share, including a $285 million breakage revenue reversal recorded in the second quarter that the Company treated as a special item. Excluding special items, nine-month net income was $1.02 billion, or $2.05 per diluted share. The balance sheet shows total assets of $30.54 billion at September 30, 2026, cash and cash equivalents of $3.62 billion, and total stockholders' equity of $7.33 billion. Current maturities of long-term debt rose to $2.15 billion, and the Company reported a working capital deficit of approximately $7.2 billion, which it attributes to air traffic liability. Net cash provided by operating activities was $2.46 billion for the nine months, against capital expenditures of $2.45 billion. The Company expects 2026 net capital spending of $2.5 billion to $2.75 billion. It entered a new $2.0 billion revolving credit facility in August 2026, and it repurchased $1.25 billion of common stock in the nine months, all in the first quarter, with approximately $450 million remaining under its authorization. The Company also disclosed ongoing aircraft delivery dependence on Boeing, with the FAA certifying the 737-7 on August 3, 2026, and first delivery expected in late 2026. Management highlighted fleet and product initiatives, including assigned and extra legroom seating, the Southwest Icon Lounge network, and a Chase co-brand agreement amendment, and noted that several litigation matters remain pending.

Oct 22, 2026 8-K

Southwest Airlines 8-K Report, Financial Results (Oct 21, 2026)

Southwest Airlines Co. (NYSE: LUV) furnished a press release announcing third quarter 2026 results under Item 2.02. Operating revenues were $8.4 billion, up 21.2% year-over-year, a third-quarter company record, with unit revenues (RASM) up 21.6% to an all-time record on capacity down 0.4%. Net income was $270 million, or $0.55 diluted EPS, versus $54 million in the prior-year quarter. Excluding special items, adjusted net income was $328 million, or $0.66 adjusted EPS, and adjusted operating margin was 5.4%, up 4.8 points. Fuel was a significant headwind: fuel cost per gallon was $3.92, above prior assumptions of $3.70 to $3.75, and fuel expense rose $821 million year-over-year, representing a $1.08 headwind to adjusted EPS. For fourth quarter 2026, the company guides to adjusted EPS of $0.55 to $0.80, RASM growth of 19% to 21%, and CASM-X growth of 4.0% to 4.5%, with fuel assumed at approximately $4.553 per gallon. Full-year 2026 adjusted EPS guidance is $2.60 to $2.85, and full-year capacity growth is now expected at approximately 1.2%, versus prior guidance of approximately 1.5%. Liquidity ended the quarter at $5.6 billion, gross leverage was 1.9x, and $176 million was paid in dividends during the quarter. The company also announced a Capital Markets Day in New York City on March 2, 2027, where it plans to present a multi-year financial framework and targets.

Oct 21, 2026 8-K

Southwest Airlines 8-K Report, Material Agreement (Aug 12, 2026)

Southwest Airlines Co. (LUV) filed this Form 8-K to report two related actions taken in connection with its credit facilities. On August 10, 2026, the Company entered into a new $2 billion five-year revolving credit facility agreement with a syndicate of lenders, with JPMorgan Chase Bank, N.A. and Citibank, N.A. as co-administrative agents and JPMorgan Chase Bank, N.A. as paying agent. As of the filing date, no amounts were outstanding under the facility. The facility has an uncommitted accordion feature that could increase its size to $3 billion, subject to procuring incremental commitments. As of August 10, 2026, the Company terminated its existing revolving credit facility dated August 3, 2016, as amended, which would otherwise have expired August 4, 2028. The new facility's maturity date is August 10, 2031, and the Company may request up to two one-year extensions, subject to lender consent. Borrowings bear interest at Term SOFR (subject to a 1.00% floor) plus a margin of 0.875% to 1.625%, or at the Alternate Base Rate plus a margin of 0.000% to 0.625%, based on the Company's Index Debt Rating. The Company also pays quarterly commitment fees on unused commitments. The agreement includes a Collateral Coverage Test requiring a lien-free pool of specified aircraft and related assets with a minimum appraised value of 1.25 times the total commitment, and a financial covenant requiring a Coverage Ratio of 1.25 to 1.00. The Company has a one-time option to reduce this ratio requirement to 0.80 to 1.00 for two consecutive fiscal quarters. The full agreement is filed as Exhibit 10.1.

Aug 12, 2026 8-K

Southwest Airlines 8-K Report, Executive Changes (Aug 10, 2026)

Southwest Airlines Co. (LUV) filed this Current Report on Form 8-K under Item 5.02(d) to disclose that on August 10, 2026, its Board of Directors appointed Varun Krishna and Jason T. Liberty as directors, effective immediately. Mr. Krishna is Chief Executive Officer of Rocket Companies, Inc. and interim Chief Executive Officer of Redfin. Mr. Liberty is Chair and Chief Executive Officer of Royal Caribbean Cruises Ltd. In connection with the appointments, the Board increased its size to thirteen members, effective immediately. The filing states that neither new director has been appointed to any Board committee, and that neither has a direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. It also states there are no arrangements or understandings under which either was selected as a director. The filing describes the standard non-employee director compensation that Mr. Krishna and Mr. Liberty will receive, including a $100,000 annual retainer (pro-rated for the June 2026 to May 2027 service period), travel privileges, eligibility for equity grants under the Amended and Restated 2007 Equity Incentive Plan, and eligibility for a retirement payment under the Severance Plan for Directors. The filing does not report any financial results or operating metrics.

Aug 10, 2026 8-K

Southwest Airlines 8-K Report, Executive Changes (Aug 7, 2026)

Southwest Airlines Co. (the Company) filed this Form 8-K under Item 5.02(e) to report changes to executive compensation. On August 5, 2026, the Compensation Committee of the Board approved changes to annual base salaries, effective August 15, 2026, and long-term incentive opportunity targets for certain officers, including the named executive officers. The independent directors also approved changes to Bob Jordan's base salary and long-term incentive target, effective the same date. The Committee said it reassessed its airline peer group in May 2026 after considering the Company's transformation, the expanded scope of senior roles, and external recruiting activity involving senior leaders. It decided in August 2026 to align executive pay more closely with the average total direct compensation of American Airlines Group Inc., Delta Air Lines, Inc., and United Airlines Holdings, Inc. It used unaged 2025 peer data from the peers' 2026 proxy statements, and stated that this approach was expected to set pay modestly below the 2026 market position of those peers. The filing lists modified base salaries and long-term incentive targets for the named executive officers. Bob Jordan, President, CEO & Vice Chairman, has a base salary of $1,225,000, a long-term incentive target of 1200% of base salary, and a short-term incentive target of 200%. The other named executive officers have base salaries of $815,000 for Andrew Watterson (COO) and $805,000 each for Tom Doxey (CFO), Justin Jones, and Anthony Roach, with long-term incentive targets of 500% and short-term incentive targets of 150% for Watterson and 135% for the other three.

Aug 7, 2026 10-Q

Southwest Airlines Quarterly Report for Q2 Ended Jun 30, 2026

Southwest Airlines Co. reported second-quarter 2026 total operating revenues of $8.43 billion, up 16.4% from $7.24 billion a year earlier and an all-time quarterly record, while operating income rose to $285 million from $225 million and net income rose to $233 million from $213 million. Diluted EPS was $0.47 versus $0.39. Results include a $285 million reversal of previously recognized breakage revenue tied to non-expiring flight credits issued July 2022 through December 2025; excluding this and other special items, non-GAAP net income was $465 million and diluted EPS was $0.94. Aircraft fuel and related taxes rose 67.0% to $2.2 billion, or $3.92 per gallon, versus $2.32 a year earlier, partly offset by strong passenger yield growth of 15.4%. For the first half of 2026, net income was $460 million (diluted EPS $0.92) versus $64 million a year earlier, and net cash from operating activities was $1.95 billion versus $1.26 billion. The company repurchased 28,429,822 shares in the first quarter, none in the second quarter, and had about $450 million remaining under its share repurchase authorization at June 30, 2026. Cash and cash equivalents totaled $3.79 billion and total debt-related current maturities rose to $2.16 billion. Long-term debt, including the $1.5 billion term loan drawn under a credit agreement entered in March 2026 and upsized in May 2026, was used alongside the prepayment of the $426 million PSP3 Payroll Support note in April 2026. The balance sheet shows a working capital deficit of about $6.8 billion, which the filing attributes mainly to air traffic liability of $8.18 billion. Net capital spending guidance for 2026 is toward the low end of, or below, the $3.0 to $3.5 billion range. The company is fully exposed to fuel price changes after terminating its fuel hedges in 2025, and a one-cent change in jet fuel price would affect third-quarter 2026 fuel expense by $5.3 million.

Jul 23, 2026 8-K

Southwest Airlines 8-K Report, Financial Results (Jul 22, 2026)

Southwest Airlines Co. reported second quarter 2026 results with record operating revenues of $8.4 billion, up 16.4% year-over-year, and net income of $233 million, or $0.47 per diluted share. Excluding special items, adjusted net income was $465 million, or $0.94 per diluted share, compared with $0.43 in the prior-year quarter. Adjusted operating margin was 6.7%, up 3.3 points, despite an $889 million increase in fuel expense. Results included a $285 million reversal of breakage revenue tied to non-expiring flight credits, which the company treated as a special item and excluded from adjusted results. Management cited record managed business revenues, up 30% year-over-year, and Rapid Rewards growth, with new enrollments up 35% and membership at nearly 100 million. The company updated its 2026 outlook. Full-year adjusted EPS is now guided to $3.25 to $4.25, replacing the prior expectation of at least $4.00. Third-quarter adjusted EPS is guided to $0.50 to $0.75, with RASM expected to rise 17.5% to 19.5% year-over-year and CASM-X expected to rise 3.5% to 4.0%. Fuel cost per gallon was $3.92 in the quarter, below prior assumptions of $4.10 to $4.15, and third-quarter fuel is assumed at $3.70 to $3.75 per gallon based on the July 17, 2026 forward curve. Full-year capacity growth is now expected at approximately 1.5%, versus the prior 2%. Balance sheet and capital return items include $5.3 billion of liquidity at quarter-end, gross leverage of 2.1x, $88 million in dividends paid in the quarter, and $450 million remaining under the $2.0 billion share repurchase authorization. Total stockholders' equity fell to $7.1 billion at June 30, 2026 from $8.0 billion at December 31, 2025, and the company expects 2026 net capital spending toward the low end of, or below, $3.0 billion to $3.5 billion.

Jul 22, 2026 8-K

Southwest Airlines 8-K Report, Material Agreement (May 19, 2026)

Southwest Airlines Co. entered into an Increase Joinder Agreement No. 1 and First Amendment to Credit Agreement on May 19, 2026, with its lenders and BNP Paribas as administrative and collateral agent. The amendment amends the Term Loan Credit Agreement dated March 11, 2026, which originally established a senior secured term loan facility with initial term loans of $500 million. The Increase Joinder provides for $1.0 billion of incremental term loans, bringing the aggregate outstanding Term Loans to $1.5 billion as of the filing date. It also allows up to $1.0 billion of additional uncommitted incremental term loan commitments to be established later, subject to the amended agreement's terms. The Term Loans mature in full on March 11, 2029, and may be prepaid at any time, in whole or in part, without premium or penalty, on at least three business days' prior written notice. Amounts prepaid may not be reborrowed. The First Incremental Term Loans have terms substantially the same as the existing Term Loans with respect to interest rate, prepayment, maturity, representations, warranties, covenants, and events of default. The loans are secured by aircraft and related assets, including additional aircraft added in connection with the Increase Joinder, subject to a minimum collateral coverage ratio requirement. The existing revolving credit facility was not amended. The filing states that the full Increase Joinder will be filed with the Company's Quarterly Report for the quarter ending June 30, 2026, and that the Original Credit Agreement was previously filed as Exhibit 10.3 to the Form 10-Q for the quarter ended March 31, 2026.

May 19, 2026 8-K

Southwest Airlines 8-K Report, Shareholder Vote Results (May 11, 2026)

Southwest Airlines Co. filed this Current Report under Item 5.07 (Submission of Matters to a Vote of Security Holders) to report results of its Annual Meeting of Shareholders, held Thursday, May 7, 2026. Shareholders voted on three proposals: the election of eleven directors for terms expiring at the 2027 Annual Meeting, an advisory non-binding vote to approve the compensation of named executive officers, and ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. Items 5.07(c) and (d) are not applicable. The auditor ratification received the strongest support, with 430,433,346 votes for, 10,943,832 against, and 1,077,990 abstentions. The advisory say-on-pay proposal received 364,384,778 votes for, 13,450,799 against, and 1,625,281 abstentions. Votes for individual director nominees ranged from 230,555,780 (Christopher P. Reynolds) to 371,447,254 (David J. Grissen). Reynolds drew notably more votes against (145,944,626) and abstentions (2,960,452) than any other nominee. Each director and proposal also shows 62,994,310 broker non-votes, which the filing reports in the same column for all director and say-on-pay matters. This filing contains no financial results or operational updates.

May 11, 2026 10-Q

Southwest Airlines Quarterly Report for Q1 Ended Mar 31, 2026

Southwest Airlines Co. reported first-quarter 2026 operating revenues of $7.2 billion, a first-quarter record and an increase of $821 million, or 12.8 percent, year over year. Passenger revenue rose $780 million, or 13.4 percent, driven mainly by ancillary revenue from the company's transformational initiatives, including bag fees and assigned and extra legroom seating that began January 27, 2026. Operating income was $330 million, compared with an operating loss of $(223) million in the prior-year quarter, and net income was $227 million, or $0.45 per diluted share, compared with a net loss of $(149) million, or $(0.26) per share. Unit revenue (RASM) was 17.24 cents, up 11.2 percent, while operating expenses per ASM rose 2.6 percent to 16.46 cents, largely due to higher salaries, wages, and benefits and fuel costs. Fuel was a significant headwind. Aircraft fuel and related taxes expense was $1.4 billion, or $2.73 per gallon, approximately $164 million higher than the company had forecast. The company discontinued its fuel hedging program and closed its hedge portfolio in 2025, so it is fully exposed to fuel price changes. The forward curve on April 16, 2026 implied second-quarter 2026 fuel cost of $4.10 to $4.15 per gallon, and the filing notes that impacts could be more significant if prices remain elevated. On the balance sheet, unrestricted cash was $3.3 billion, and the company had a working capital deficit of approximately $6.5 billion, which the filing attributes to the nature of its air traffic liability. Operating cash flow was $1.4 billion, compared with $860 million a year earlier. Total stockholders' equity fell to $6.9 billion from $8.0 billion at year-end 2025, reflecting $1.25 billion of share repurchases and dividends. During the quarter the company drew $500 million under a new secured term loan and prepaid the $426 million PSP3 Payroll Support Program loan on April 22, 2026.

Apr 23, 2026 8-K

Southwest Airlines 8-K Report, Financial Results (Apr 22, 2026)

Southwest Airlines Co. (NYSE: LUV) furnished a press release as Exhibit 99.1 under Item 2.02 reporting first quarter 2026 results. The company reported net income of $227 million, or $0.45 diluted EPS, on operating revenues of $7.2 billion, a first-quarter record and up 12.8% year-over-year. Operating margin was 4.6%, an improvement of 8.1 points from the prior year, and operating cash flow was $1.4 billion. Management attributed the results to new product offerings, record passenger and unit revenues, and cost discipline, despite fuel cost per gallon of $2.73 versus prior guidance of approximately $2.40. For the second quarter of 2026, the company guided adjusted EPS to a range of $0.35 to $0.65, based on the forward fuel curve as of April 16, with fuel cost per gallon assumed between $4.10 and $4.154. RASM is expected to rise 16.5% to 18.5% year-over-year, and CASM-X is expected to rise 3.5% to 4.0%. The company said updating its full-year adjusted EPS guidance of $4.00 would not be productive given macroeconomic uncertainty, and it now expects full-year 2026 capacity growth of approximately 2%, at the low end of its prior 2% to 3% guidance. On the balance sheet, the company ended the quarter with $3.3 billion in cash and cash equivalents and leverage of 2.2x. It repurchased $1.25 billion in shares and paid $93 million in dividends during the quarter, with $450 million remaining under its $2.0 billion repurchase authorization. Total stockholders' equity fell to $6.9 billion from $8.0 billion at year-end 2025, largely reflecting share repurchases that exceeded net income.

Apr 22, 2026 8-K

Southwest Airlines 8-K Report, Material Agreement (Mar 12, 2026)

On March 11, 2026, Southwest Airlines Co. entered into a new term loan credit agreement with BNP Paribas, acting as administrative and collateral agent and initial lender, providing a $500 million senior secured term loan facility. The facility was drawn in full at closing and matures on March 11, 2029. The Company may prepay the loans in whole or in part at any time without premium or penalty upon at least three business days' prior written notice, but amounts prepaid may not be reborrowed. As of the filing date, $500 million of principal was outstanding. The facility is secured by a grant of a security interest in certain aircraft and related assets, and is subject to a minimum collateral coverage ratio requirement. The Company may supplement, replace or remove collateral, and may request lien releases if the collateral coverage ratio is satisfied. The agreement also includes an uncommitted incremental term loan feature allowing up to $500 million of additional commitments, subject to the agreement's terms. The Company's existing revolving credit facility was not amended. Pricing is based on Term SOFR or the Alternate Base Rate plus an applicable margin of 1.10% per annum for Term SOFR loans and 0.10% per annum for Alternate Base Rate loans, with a 0.00% Term SOFR floor and a 1.00% Alternate Base Rate floor. The agreement contains customary representations, warranties, covenants and events of default, and amounts may be accelerated upon an event of default. The full agreement will be filed with the Company's Quarterly Report for the quarter ending March 31, 2026.

Mar 12, 2026 8-K

Southwest Airlines 8-K Report, Executive Changes (Feb 10, 2026)

Southwest Airlines Co. (NYSE: LUV) filed a Current Report on Form 8-K dated February 9, 2026 (filed February 10, 2026) disclosing a board change. Under Item 5.02(b), directors C. David Cush and Gregg A. Saretsky each submitted his resignation from the Board of Directors on February 9, 2026, with both resignations effective February 23, 2026. The filing states that neither departure is due to any disagreement with the Company on matters relating to its operations, policies or practices. No replacement director, committee assignment, or compensation arrangement is described in this report. The filing is a routine governance disclosure with no financial results, guidance, or quantitative figures included. Investors should note the reduced board composition as of February 23, 2026.

Feb 10, 2026 10-K

Southwest Airlines Annual Report (Amendment), Year Ended Dec 31, 2025

This Part IV, Item 15 section of Southwest Airlines Co.'s annual report states that the financial statements are included in Item 8 and that no financial statement schedules are filed. It serves mainly as an index of exhibits filed with, or incorporated by reference into, the report, covering corporate governance, debt instruments, credit facilities, aircraft purchase agreements, government support agreements, compensation plans, and an activist investor cooperation agreement. On governance and capital structure, the exhibits include the Restated Certificate of Formation effective May 18, 2012, and the Fifth Amended and Restated Bylaws effective May 16, 2025. Debt documentation includes indentures dated 1997, 2004, and February 6, 2024, with the 2024 indenture made with U.S. Bank Trust Company, National Association. The company also lists a $1,000,000,000 Revolving Credit Facility Agreement dated August 3, 2016, which was amended several times, most recently by a Fifth Amendment dated August 4, 2023. Other exhibits cover a Boeing purchase agreement (Purchase Agreement No. 3729, dated December 13, 2011) with supplemental agreements through No. 24, Payroll Support Program agreements and a promissory note with the U.S. Department of the Treasury, a Cooperation Agreement with Elliott entities dated October 23, 2024 and its amendment dated February 19, 2025, and the Ernst & Young LLP consent. Certain confidential information in one agreement was omitted as not material.

Feb 6, 2026 10-K

Southwest Airlines Annual Report, Year Ended Dec 31, 2025

Southwest Airlines Co. reported record full-year 2025 operating revenues of $28.1 billion (up 2.1% from $27.48 billion in 2024), driven by revenue initiatives including bag fees effective May 28, 2025, and a Chase co-brand agreement amendment. GAAP operating income rose to $428 million from $321 million, while net income fell to $441 million from $465 million, mainly due to lower interest income. Non-GAAP (excluding special items) operating income was $539 million and net income was $512 million, with diluted EPS of $0.93 versus $0.96 a year earlier. Management noted that over 90 percent of GAAP operating income was earned in the fourth quarter, and that the government shutdown in late 2025 weighed on bookings. Fuel expense fell 9.8% to $5.24 billion as the average economic fuel cost dropped to $2.41 per gallon from $2.66, and the company terminated its remaining fuel hedges in second quarter 2025. Salaries, wages, and benefits rose 5.9% to $12.96 billion despite a February 2025 workforce reduction of about 1,750 corporate roles. Cash flow from operations was $1.84 billion, capital expenditures were $2.67 billion, and the company returned $2.9 billion to shareholders through $399 million in dividends and $2.6 billion in accelerated share repurchases. Cash and equivalents fell to $3.23 billion, and the company stated it maintains investment-grade ratings from all three major agencies. The filing also outlines assigned seating, extra legroom seats, a redesigned boarding model that began January 27, 2026, new international partnerships, and Getaways vacation packages, along with a 2026 net capital spending estimate of $3.0 billion to $3.5 billion. The company's fleet stood at 803 Boeing 737 aircraft at year-end, with 617 aircraft on order through 2031 under contractual commitments, and it depends on Boeing and the FAA for the timing of 737-7 certification. Labor unions represent about 84 percent of employees, and several contracts become amendable between 2026 and 2029.

Feb 5, 2026 8-K

Southwest Airlines 8-K Report, Financial Results (Jan 28, 2026)

Southwest Airlines Co. reported fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For full year 2025, the company reported net income of $441 million, or $0.79 per diluted share, and adjusted net income (excluding special items) of $512 million, or $0.93 per diluted share. Full year 2025 adjusted EBIT was $574 million, which the company describes as above prior guidance of $500 million. Operating revenues were a record $28.1 billion for the full year and a record $7.4 billion for the fourth quarter. Fourth quarter net income was $323 million, or $0.61 per diluted share. The company's 2026 guidance calls for adjusted EPS of at least $4.00, which it says represents the lower end of internal forecasts and is well above Wall Street consensus according to the release. The guidance is tied to a 2025 transformation that included bag fees, a basic economy fare, assigned and extra legroom seating (operational as of January 27, 2026), Rapid Rewards changes, and online distribution expansion. For the first quarter of 2026, the company forecasts adjusted EPS of at least $0.45, RASM up at least 9.5% year-over-year, and CASM-X up approximately 3.5%. Management says it will provide range-bound full-year guidance when current quarterly results are reported, if not earlier. The release notes the impact of Winter Storm Fern on the outlook. On capital and balance sheet matters, the company ended 2025 with $3.2 billion in cash and cash equivalents and leverage of 2.4x (adjusted debt to adjusted EBITDAR). It returned $2.9 billion to shareholders through share repurchases ($2.6 billion) and dividends ($399 million) in 2025, and it expects 2026 net capital spending of $3.0 billion to $3.5 billion. The company also discontinued its fuel hedging program and expects 66 Boeing 737-8 deliveries in 2026.

Jan 28, 2026 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Dec 5, 2025)

Southwest Airlines Co. (LUV) furnished an Item 7.01 Regulation FD disclosure on December 5, 2025, updating its expectations for full year 2025 earnings before interest and taxes, excluding special items (EBIT). The Company now expects full year 2025 EBIT of approximately $500 million, compared with its prior expectation of $600 million to $800 million. The Company attributes the reduction to lower revenue resulting from the government shutdown, along with the impact of higher fuel prices. It states that following a temporary decline in demand related to the shutdown, bookings have returned to previous expectations. The EBIT measure is a non-GAAP financial measure that also excludes gains or losses from fleet transactions. The Company states it cannot reliably predict special items, so it believes a reconciliation to the equivalent GAAP measures is not meaningful or available without unreasonable effort. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act.

Dec 5, 2025 8-K

Southwest Airlines 8-K Report, Material Agreement (Nov 3, 2025)

On November 3, 2025, Southwest Airlines Co. completed a public offering of $1.5 billion aggregate principal amount of debt securities, consisting of $750 million of 4.375% Notes due 2028 and $750 million of 5.250% Notes due 2035. The Notes were issued under a base indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association as trustee, as supplemented by an officer's certificate dated November 3, 2025. The offering was made under the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909) and the prospectus supplement dated October 27, 2025. The filing discloses the Notes as a direct financial obligation, reported under Item 2.03. The underwriting agreement, dated October 27, 2025, was with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC. Vinson & Elkins L.L.P. provided a legality opinion (Exhibit 5.1). The filing does not state the use of proceeds, pricing, yields, or any effect on the company's financial condition beyond the issuance itself, so investors should refer to the prospectus supplement for those terms.

Nov 3, 2025 10-Q

Southwest Airlines Quarterly Report for Q3 Ended Sep 30, 2025

Southwest Airlines Co. reported third quarter 2025 net income of $54 million, or $0.10 per diluted share, down from $67 million, or $0.11, in the prior-year quarter. Total operating revenues reached $6.95 billion, which the filing describes as an all-time third quarter company record, up $79 million, or 1.1 percent, year over year. Operating income was $35 million versus $38 million, as operating expenses rose $82 million, or 1.2 percent, driven mainly by higher Salaries, wages, and benefits and Landing fees and airport rentals, partly offset by lower Fuel and oil expense. For the nine months, net income was $118 million versus $204 million, with interest income down $220 million as cash and investment balances fell. The balance sheet shows cash and cash equivalents of $2.90 billion at September 30, 2025, down from $7.51 billion at December 31, 2024, reflecting $2.5 billion of share repurchases and $2.6 billion of debt payments in the nine months, including the $1.6 billion Convertible Notes repayment and the $976 million PSP1 Payroll Support Program loan redemption. Total stockholders' equity fell to $7.78 billion from $10.35 billion. Operating cash flow improved to $1.55 billion for the nine months from a $14 million use a year earlier. The company closed its fuel hedging portfolio in the second quarter, so it is now fully exposed to jet fuel prices, and it reported a working capital deficit of approximately $5.6 billion, which the filing attributes to the nature of air traffic liability. The filing states 2025 EBIT guidance of $600 million to $800 million, excluding special items, and fourth quarter 2025 unit revenue growth of up 1 percent to 3 percent on capacity up roughly 6 percent. It also notes a $2.0 billion share repurchase authorization approved July 23, 2025, of which $1.75 billion remained at September 30, 2025, and a 2025 capital spending range of $2.5 billion to $3.0 billion.

Oct 23, 2025 8-K

Southwest Airlines 8-K Report, Financial Results (Oct 22, 2025)

Southwest Airlines Co. (NYSE: LUV) reported third quarter 2025 results, with net income of $54 million, or $0.10 per diluted share, and net income excluding special items of $58 million, or $0.11 per diluted share. Operating revenues were a third-quarter record of $6.9 billion, up 1.1 percent year-over-year, and the company said unit revenues, unit costs and net income all exceeded its expectations. Third-quarter CASM-X rose 2.5 percent year-over-year, which the company described as well below its guidance range. The company reaffirmed its full-year 2025 EBIT guidance of $600 million to $800 million, and guided fourth-quarter 2025 RASM up 1 to 3 percent on capacity up roughly 6 percent, with CASM-X up 1.5 to 2.5 percent. It expects an all-time quarterly record for operating revenues in the fourth quarter. Management also cited a $370 million cost reduction target for 2025, an expected ~$1.8 billion EBIT contribution from initiatives in 2025 rising to ~$4.3 billion in 2026, and the launch of sales for assigned and extra legroom seating for travel beginning January 27, 2026. On liquidity, the company ended the quarter with $3.0 billion in cash, cash equivalents and short-term investments, a fully available $1.5 billion revolving credit line, and leverage of 2.1x against a target range of 1.0x to 2.5x. It returned $439 million to shareholders in the quarter, including $250 million of share repurchases under a $2.0 billion authorization. The balance sheet shows total stockholders' equity of $7.8 billion at September 30, 2025, down from $10.4 billion at December 31, 2024.

Oct 22, 2025 10-Q

Southwest Airlines Quarterly Report for Q2 Ended Jun 30, 2025

Southwest Airlines Co. reported a sharp decline in second-quarter 2025 earnings. Net income for the three months ended June 30, 2025 was $213 million, down from $367 million a year earlier, and diluted EPS was $0.39 versus $0.58. Total operating revenues were $7.24 billion, down $110 million, or 1.5 percent, driven by lower load factor (down 4.1 points to 78.5 percent) and passenger traffic (revenue passengers carried down 5.3 percent). Operating income fell to $225 million from $398 million. Six-month GAAP net income was $64 million versus $137 million, with operating income of only $2 million. The company's non-GAAP results, which exclude special items such as severance and transformation costs, show second-quarter net income of $230 million and six-month net income of $153 million, roughly flat year over year. Balance sheet and cash flow changed materially during the period. Cash and cash equivalents fell to $3.48 billion from $7.51 billion at year-end 2024, and total stockholders' equity declined to $8.00 billion from $10.35 billion, largely reflecting share repurchases totaling $2.25 billion in the first half. The company repaid its $1.6 billion Convertible Notes at maturity and redeemed the $976 million PSP1 Payroll Support Program loan early. Operating cash flow improved to $1.26 billion for the six months, compared with a $128 million outflow a year earlier, while capital expenditures were $1.14 billion. The company also terminated its remaining fuel hedge portfolio in the second quarter and now has no fuel derivatives, leaving it fully exposed to jet fuel price changes. Management's outlook calls for third-quarter 2025 RASM of down 2 percent to up 2 percent on roughly flat capacity, CASM-X up 3.5 to 5.5 percent, and full-year 2025 EBIT of $600 million to $800 million, excluding special items. The company cites approximately $1.8 billion of 2025 initiative EBIT contribution and about $4.3 billion targeted for 2026. Its transformational initiatives include bag fees, a new basic fare product, revised flight credit expiration rules, and assigned seating. Q2 2025 also included a $62 million one-time severance charge tied to a workforce reduction of about 1,750 roles, and the board approved a new $2.0 billion share repurchase authorization on July 23, 2025.

Jul 24, 2025 8-K

Southwest Airlines 8-K Report, Financial Results (Jul 23, 2025)

Southwest Airlines Co. (NYSE: LUV) reported second quarter 2025 net income of $213 million, or $0.39 per diluted share, and net income excluding special items of $230 million, or $0.43 per diluted share. Operating revenues were $7.2 billion, down 1.5 percent year-over-year, and RASM decreased 3.1 percent on capacity up 1.6 percent. Management attributed the period to depressed demand levels, while noting that recent industry demand shows early signs of improvement, and described its initiatives (bag fees, a new basic economy product, and flight credit expiration) as on track, with bag fee financial benefits exceeding expectations. The company updated its full year 2025 EBIT guidance to $600 million to $800 million, excluding special items, and maintained its targets of approximately $1.8 billion in 2025 and $4.3 billion in 2026 incremental EBIT from its initiative slate. Its supplemental presentation attributes the change in 2025 EBIT guidance to macro environment headwinds, higher fuel, and initiatives, against prior guidance. Third quarter 2025 guidance calls for RASM down 2 percent to up 2 percent and CASM-X up 3.5 percent to 5.5 percent on roughly flat capacity. The Board authorized a new $2.0 billion share repurchase program, expected to be completed over up to two years. In the quarter the company returned $1.6 billion to shareholders, completed its September 2024 $2.5 billion authorization, paid off $1.6 billion of convertible notes, and ended the quarter with $3.8 billion in cash, cash equivalents and short-term investments. It also terminated its remaining fuel hedging portfolio, which it says closes out its fuel hedging program.

Jul 23, 2025 8-K

Southwest Airlines 8-K Report, Rights Modification (May 19, 2025)

Southwest Airlines Co. (LUV) filed this Current Report on Form 8-K to disclose amendments to its bylaws, approved by its Board of Directors on May 16, 2025, in connection with recent changes to the Texas Business Organizations Code (TBOC). The filing reports under Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Amendments to Articles of Incorporation or Bylaws), and attaches the Fifth Amended and Restated Bylaws, effective May 16, 2025, as Exhibit 3.1. The principal change sets a minimum ownership threshold for shareholders seeking to pursue a derivative proceeding: a shareholder may not institute or maintain such a proceeding unless it beneficially owns three percent of the company's issued and outstanding common stock, par value $1.00 per share, at the time the proceeding is instituted. The bylaws also designate the United States District Court for the Northern District of Texas or, if that court lacks jurisdiction, the Texas Business Court in Dallas County, as the sole and exclusive forum for certain internal entity claims, unless the company agrees to a different forum. The amendments further provide that, to the fullest extent permitted by law, shareholders irrevocably waive any right to a jury trial in actions concerning internal entity claims and certain other claims against the corporation or its directors, officers, or employees. Any person acquiring or holding company shares is deemed to have notice of and consented to these provisions. The filing does not discuss the financial impact of these changes.

May 19, 2025 8-K

Southwest Airlines 8-K Report, Shareholder Vote Results (May 19, 2025)

Southwest Airlines Co. filed this Current Report under Item 5.07 to report the results of its Annual Meeting of Shareholders, held on Wednesday, May 14, 2025. Shareholders elected all thirteen director nominees to terms expiring at the 2026 Annual Meeting. Each nominee received more votes for than against, with for-votes ranging from 405,379,258 (Robert E. Jordan) to 417,117,556 (Pierre R. Breber), and each nominee had 81,357,030 broker non-votes. Shareholders ratified the selection of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025, with 494,855,465 votes for, 13,483,801 against, and 1,308,707 abstentions. In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 401,418,268 votes for, 25,796,557 against, and 1,076,118 abstentions. Shareholders did not approve a non-binding shareholder proposal to amend the clawback policy for unearned executive pay. The proposal received 21,779,309 votes for, 404,403,087 against, and 2,108,547 abstentions, with 81,357,030 broker non-votes.

May 19, 2025 10-Q

Southwest Airlines Quarterly Report for Q1 Ended Mar 31, 2025

Southwest Airlines Co. reported a first-quarter 2025 net loss of $149 million, or $0.26 per diluted share, compared with a net loss of $231 million, or $0.39 per share, in the prior-year quarter. Operating loss narrowed to $223 million from $393 million. Total operating revenues rose to a first-quarter record of $6.43 billion, up 1.6 percent, driven by a 9.9 percent increase in passenger yield, while load factor fell 4.4 points to 73.9 percent and available seat miles declined 1.9 percent. Total operating expenses fell 1.1 percent to $6.65 billion, mainly because fuel and oil expense dropped $282 million (18.4 percent), partly offset by higher salaries, wages, and benefits. On a non-GAAP basis, excluding special items such as $62 million of workforce-reduction severance and related costs, the operating loss was $128 million versus $377 million a year earlier. Cash flow improved, with net cash provided by operating activities of $860 million compared with $104 million used in the prior year period. Cash and cash equivalents rose to $8.13 billion, and unrestricted cash and short-term investments totaled $8.3 billion at March 31, 2025. Total stockholders' equity declined to $9.37 billion from $10.35 billion at year-end 2024, largely reflecting $750 million of share repurchases and $103 million of dividends declared. The company reported a working capital deficit of approximately $3.2 billion, which it describes as common in the airline industry due to air traffic liability. Current maturities of long-term debt rose to $2.61 billion, including the $1.6 billion 1.25% Convertible Notes maturing in May 2025 and the first Payroll Support Program loan, which was prepaid in full on April 17, 2025 for $976 million. Looking ahead, the company provided second-quarter 2025 guidance for RASM of flat to down 4 percent and capacity up 1 to 2 percent year over year, with CASM-X expected to rise 3.5 to 5.5 percent. It reaffirmed targets of approximately $1.8 billion of 2025 and $4.3 billion of 2026 EBIT contribution from its transformational initiatives, while withdrawing its full-year 2025 and 2026 EBIT guidance. The company also plans to reduce third- and fourth-quarter 2025 capacity and to launch a $1.5 billion accelerated share repurchase in the second quarter, expected to complete by the end of July 2025. Bag fees, a new Basic fare, and flight credit expirations take effect for tickets purchased on or after May 28, 2025.

Apr 25, 2025 8-K

Southwest Airlines 8-K Report, Financial Results (Apr 23, 2025)

Southwest Airlines Co. (NYSE: LUV) reported a first quarter 2025 net loss of $149 million, or $0.26 per diluted share, and a net loss excluding special items of $77 million, or $0.13 per diluted share. Operating revenues were a first-quarter record of $6.4 billion, up 1.6 percent year-over-year, driven by all-time record yields, while demand weakened through the quarter, particularly in domestic leisure travel. Operating expenses fell 1.1 percent to $6.7 billion, and CASM-X rose 4.6 percent, better than the company's revised guidance of up approximately 6 percent. The company is reducing third- and fourth-quarter 2025 capacity by roughly one and one-half points, and now expects full-year 2025 capacity to be up roughly 1 percent. Second-quarter guidance calls for unit revenues flat to down 4 percent and CASM-X up 3.5 to 5.5 percent. The company did not reiterate its full-year 2025 or 2026 EBIT guidance, but reaffirmed targets of $1.8 billion in 2025 and $4.3 billion in 2026 of incremental EBIT contribution from its initiatives, and raised its 2025 cost reduction target to approximately $370 million. Liquidity was $9.3 billion against debt of $6.7 billion, and the company returned $857 million to shareholders in the quarter, including $750 million of share repurchases. It has repurchased $1.0 billion of its $2.5 billion authorization and expects to complete the remaining $1.5 billion by the end of July 2025. The company also discontinued its fuel hedging program and has no plans to add derivatives, though its existing contracts extend through 2027.

Apr 23, 2025 8-K

Southwest Airlines 8-K Report, Executive Changes (Mar 31, 2025)

Southwest Airlines Co. (LUV) filed this Current Report on Form 8-K under Item 5.02 to disclose a leadership change in its accounting function. On March 28, 2025, the Board of Directors unanimously appointed J. Ryan Martinez to assume the responsibilities of principal accounting officer, effective April 1, 2025. Tammy Romo will step down from that role on the same date. Mr. Martinez, 45, is the Company's Senior Vice President Finance & Controller. The filing states that he previously served as Vice President Investor Relations from 2021 to 2023 and as Managing Director Investor Relations from 2017 to 2021. The filing states that Mr. Martinez did not enter into any material plan, contract, or arrangement, or receive any grant or award, in connection with his designation. It also states he has no relationships or transactions requiring disclosure under Item 401(d) or Item 404 of Regulation S-K, and no arrangement under which he was selected for the role.

Mar 31, 2025 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Mar 11, 2025)

Southwest Airlines Co. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to provide updated first quarter 2025 guidance ahead of CEO Bob Jordan's presentation at the J.P. Morgan Industrials Conference on March 11, 2025. The company now expects first quarter 2025 RASM (unit revenues) to rise 2% to 4% year-over-year, down from its prior estimate of 5% to 7%, on capacity down approximately 2%. The filing attributes roughly a point of the lower revenue guide to higher-than-expected completion factor, less government travel, and a greater impact from the California wildfires, with the remainder attributed to softness in bookings and demand as the macro environment weakened. On the cost side, CASM-X is now expected to increase approximately 6% year-over-year, versus the prior 7% to 9% range, driven by increased capacity and lower-than-expected salary, wages, benefits, maintenance, and other expenses, part of which shifted to later in the year. Economic fuel cost per gallon guidance was lowered to $2.35 to $2.45 from $2.50 to $2.60, with a fuel hedging premium of $0.07 per gallon and no cash settlement gains. Scheduled debt repayments are about $5 million and interest expense about $45 million for the quarter. The accompanying presentation and press release also outline a set of new revenue and cost initiatives, including bag fees for most fare products starting for bookings on or after May 28, 2025, flight credit expiration, a basic economy fare, expanded online travel agency distribution, and an accelerated cost plan targeting more than $1 billion in 2027 savings. The company also cited $1.0 billion repurchased against a $2.5 billion buyback, expected to be completed in July 2025.

Mar 11, 2025 8-K

Southwest Airlines 8-K Report, Material Agreement (Feb 19, 2025)

Southwest Airlines Co. entered into an Amendment to Cooperation Agreement on February 19, 2025 with Elliott Investment Management L.P., Elliott Associates, L.P., Elliott International, L.P., and The Liverpool Limited Partnership (collectively, the "Elliott Parties"). The amendment amends the Cooperation Agreement dated October 23, 2024 and, among other things, raises the maximum aggregate economic exposure the Elliott Parties may acquire during the agreement's term from 14.9% to 19.9% of the Company's then-outstanding common stock. The amendment also extends the restriction on the Elliott Parties acquiring more than a maximum beneficial ownership of 12.49% of the then-outstanding common stock until 9:00 a.m. Central Time on the earlier of (x) the day after the record date for the Company's 2026 Annual Meeting of Shareholders and (y) April 1, 2026. Separately, the filing discloses under Regulation FD that Ryan Green, Executive Vice President & Chief Transformation Officer, informed the Company on February 18, 2025 of his decision to step down from that position, effective April 1, 2025. The full amendment is filed as Exhibit 10.1.

Feb 19, 2025 8-K

Southwest Airlines 8-K Report, Exit or Disposal Costs (Feb 18, 2025)

On February 17, 2025, Southwest Airlines Co. (NYSE: LUV) announced a reduction in its workforce of approximately 1,750 Employee roles, or 15% of corporate positions, focused almost entirely on corporate overhead and leadership. The Company committed to the Reduction on February 5, 2025, and informed Employees on February 17, 2025. The stated aim is to reduce operating costs, increase efficiency, and create a leaner and more agile organization as part of its transformational plan. Eleven senior leadership positions (Vice President and above), which the press release says represent 15% of the senior management committee, will be eliminated. Separations are expected to be substantially complete by the end of second quarter 2025. The Company estimates partial year 2025 savings of approximately $210 million and full-year 2026 savings of approximately $300 million. These savings exclude an expected one-time GAAP pre-tax charge in first quarter 2025 of $60 million to $80 million, substantially all related to severance payments and post-employment benefits, which the Company expects to treat as a special item. The majority of associated future cash expenditures are expected to occur in second quarter 2025. The Company states this action was contemplated with the cost guidance it provided in its fourth quarter 2024 financial results on January 30, 2025. For investors, the filing quantifies the expected savings and one-time charge but notes that one-time costs may vary based on specific Employee elections. The press release also states that the Company will continue to report on additional cost-savings actions as 2025 progresses.

Feb 18, 2025 8-K

Southwest Airlines 8-K Report, Executive Changes (Feb 10, 2025)

Southwest Airlines Co. (NYSE: LUV) filed this Form 8-K to report that its Board of Directors unanimously elected Tom Doxey to succeed Tammy Romo as Executive Vice President & Chief Financial Officer, effective March 10, 2025, at which time Ms. Romo will step down from that role. Doxey, 45, most recently served as President of Breeze Airways from 2022 to 2024, and previously held Senior Vice President, Technical Operations and CFO, Operations roles at United Airlines, Inc. He also held financial planning and fleet management roles at Allegiant Air and US Airways. The Compensation Committee approved for Doxey an annual base salary of $575,000 and an annual target cash short-term incentive opportunity of $776,250, prorated for 2025. Planned 2025 equity and incentive awards, expected to be granted in March 2025, include RSUs with a grant date fair value of $1,293,750, PBRSUs with a grant date fair value of $1,293,750 tied to Adjusted ROIC (after-tax) targets over January 1, 2025 through December 31, 2027, RSUs with a grant date fair value of $1,500,000, and a $500,000 cash award subject to repayment if he resigns or is terminated for cause within 24 months of March 10, 2025. The filing also states that Doxey will enter into the Company's standard change-in-control agreement, and that he has no related-party transactions requiring disclosure under Item 401(d) or Item 404 of Regulation S-K. A press release announcing the appointment is furnished as Exhibit 99.1 under Item 7.01.

Feb 10, 2025 10-K

Southwest Airlines Annual Report, Year Ended Dec 31, 2024

Southwest Airlines Co. reported record full-year 2024 operating revenues of $27.5 billion, up 5.3 percent from $26.1 billion in 2023, driven by continued demand strength, record ancillary revenue, and record passengers carried. Operating income was $321 million on a GAAP basis, up from $224 million, while net income was flat at $465 million, or $0.76 per diluted share. On a non-GAAP basis, excluding special items, operating income fell to $457 million from $893 million and net income fell to $597 million from $980 million. Results were pressured by a 9.8 percent increase in salaries, wages, and benefits to $12.24 billion, reflecting ratified labor contracts, partly offset by a 6.5 percent decline in fuel and oil expense to $5.81 billion as jet fuel prices fell. The company is in the middle of a transformation plan, "Southwest. Even Better.", that includes assigned seating (sales expected in the second half of 2025), premium seating, a redesigned boarding model, international airline partnerships beginning with Icelandair, a new Getaways vacation product, and redeye flights starting February 13, 2025. Management's 2025 outlook projects operating margin excluding special items of 3 to 5 percent and a 2027 target of at least 10 percent, along with a 2027 target of return on invested capital of at least 15 percent. Operating cash flow fell sharply to $462 million in 2024 from $3.2 billion in 2023, largely due to approximately $1.9 billion in labor ratification bonuses paid during the year. Total available liquidity was $9.7 billion at year-end, and the company retained investment-grade ratings from all three major agencies. The company also disclosed a $1.9 billion investment by Elliott Investment Management, a cooperation agreement that reshaped the Board, the termination of its shareholder rights plan, and the planned departures of Chief Financial Officer Tammy Romo and Chief Administration Officer Linda B. Rutherford effective April 1, 2025. Pending litigation includes a DOJ capacity-related inquiry, a USERRA class action, securities and derivative suits tied to the December 2022 operational disruption, and an ERISA class action filed January 28, 2025.

Feb 7, 2025 8-K

Southwest Airlines 8-K Report, Executive Changes (Feb 7, 2025)

Southwest Airlines Co. (LUV) filed this Current Report on Form 8-K under Item 5.02 to disclose board changes. Directors Eduardo F. Conrado and Elaine Mendoza notified the Company and its Board on February 4, 2025, that they will not stand for re-election at the Company's 2025 Annual Meeting of Shareholders and will retire from the Board effective immediately following that meeting. The filing states that the departures are not the result of any disagreement with the Company on matters relating to its operations, policies, or practices. It also notes that the Company had previously reported, in connection with its Cooperation Agreement with Elliott Investment Management L.P. and its affiliated entities, that two incumbent directors as of October 23, 2024 would not stand for re-election at the 2025 Annual Meeting. The filing does not state whether Mr. Conrado and Ms. Mendoza are those two directors. For investors, the filing is a governance update on board composition ahead of the 2025 Annual Meeting. It contains no financial results, guidance, or other financial figures.

Feb 7, 2025 8-K

Southwest Airlines 8-K Report, Financial Results (Jan 30, 2025)

Southwest Airlines Co. (NYSE: LUV) reported fourth quarter and full year 2024 results in this Item 2.02 filing. Fourth quarter net income was $261 million, or $0.42 per diluted share, and full year net income was $465 million, or $0.76 per diluted share. Excluding special items, fourth quarter net income was $356 million ($0.56 per diluted share) and full year net income was $597 million ($0.96 per diluted share). Fourth quarter and full year operating revenues were records at $6.9 billion and $27.5 billion, respectively, and rose to $7.0 billion and $27.6 billion excluding special items. Fourth quarter RASM excluding special items increased 8.0 percent year-over-year, which the company said was better than its prior guidance range. The company guided to first quarter 2025 RASM up 5 to 7 percent and CASM-X up 7 to 9 percent year-over-year, with first quarter capacity down 2 to 3 percent. For full year 2025, it projects operating margin excluding special items of 3 to 5 percent and after-tax ROIC of 5 to 8 percent, with 2027 targets of at least 10 percent operating margin and at least 15 percent ROIC. The company also said it is working to accelerate and exceed its $500 million cost reduction target and expects to exit 2025 with CASM-X growth in the low-single digits. Liquidity was $9.7 billion against debt outstanding of $6.7 billion, and the company returned $680 million to shareholders in 2024. It announced a $750 million accelerated share repurchase under a $2.5 billion authorization, with the initial $250 million now complete. The filing also reports a planning assumption of 38 Boeing 737-8 deliveries in 2025, against a contractual order book of 136 aircraft for that year, and an estimated 2025 gross capital spending range of $2.5 billion to $3.0 billion.

Jan 30, 2025 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Jan 27, 2025)

Southwest Airlines Co. filed a Form 8-K on January 27, 2025 under Item 7.01 (Regulation FD Disclosure) to announce a change in the default settlement method for its 1.250% Convertible Senior Notes due 2025. The Company delivered a Notice of Change in Default Settlement Method to securityholders and Computershare Trust Company, N.A., as trustee, stating that the Default Settlement Method is changed to Cash Settlement. Under the terms of the First Supplemental Indenture dated May 1, 2020, all notes validly surrendered for conversion on or after January 27, 2025 will be settled using cash as the settlement method. The notice is issued pursuant to Section 7.02(a)(iii) of the Supplemental Indenture and is furnished as Exhibit 99.1. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. For investors, the filing is a procedural notice affecting the settlement mechanics of the convertible notes rather than a change to the Company's operations or financial results. It does not state any dollar amounts, conversion rates, or financial metrics.

Jan 27, 2025 8-K

Southwest Airlines 8-K Report, Executive Changes (Jan 10, 2025)

Southwest Airlines Co. (NYSE: LUV) filed this Form 8-K to report two executive officer retirements. On January 7, 2025, Tammy Romo, Executive Vice President & Chief Financial Officer, submitted her resignation effective April 1, 2025. On January 8, 2025, Linda Rutherford, Chief Administration Officer, submitted her resignation effective the same date. The company issued a press release on January 9, 2025, announcing both departures, furnished as Exhibit 99.1 and not deemed filed under Section 18 of the Securities Exchange Act of 1934. The press release states that Southwest will begin a search for Romo's replacement. It does not describe an interim arrangement or a successor for Rutherford's role. Romo joined the company in 1991 and became CFO in 2012; her responsibilities included finance, supply chain management, corporate strategy, fuel strategy and management, fleet strategy and management, and environmental sustainability. Rutherford joined in 1992 and oversees culture and communications, internal audit, people, talent and leadership, total rewards, technology, and Southwest University. For investors, the key items are the CFO transition and the open CFO search, since the CFO role oversees the airline's finance function and several operational strategy areas. The filing contains no financial results or guidance.

Jan 10, 2025 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Jan 7, 2025)

Southwest Airlines Co. disclosed under Item 7.01 (Regulation FD) that it entered into a sale-leaseback transaction with Babcock & Brown Aircraft Management (BBAM) covering 36 Boeing 737-800 aircraft. This is presented as an important step in the multi-year fleet monetization strategy announced at Investor Day in September 2024. The company completed the sale-leaseback of 35 aircraft in late December 2024, receiving gross proceeds of $871 million, and expects to record realized gains of $92 million in fourth quarter 2024. The gains will be recorded within other operating expenses and were not included in the December 5, 2024 fourth-quarter guidance update. They will reduce cost per available seat mile for fourth quarter and full year 2024 on both GAAP and Non-GAAP bases. The sale-leaseback for the final aircraft is expected to be completed in January 2025. Lease terms range from 26 to 37 months, during which the company will pay aircraft rents. The filing states that aircraft ownership costs will increase by approximately $2.6 million per aircraft annually, because rental expense will exceed previous depreciation expense levels. The company plans to use transaction proceeds from the fleet strategy, along with excess balance sheet cash, to support its capital allocation strategy, which includes funding future fleet modernization and providing shareholder returns.

Jan 7, 2025 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Dec 5, 2024)

Southwest Airlines Co. furnished an 8-K under Item 7.01 (Regulation FD Disclosure) updating its selected financial guidance for fourth quarter 2024. Revenue per available seat mile (RASM) is now expected to rise 5.5% to 7.0% year-over-year, up from the previous 3.5% to 5.5% estimate. Capacity (ASMs) is expected to fall approximately 4% year-over-year, unchanged from the prior outlook of no change. The company attributes the improved unit revenue outlook to better-than-expected leisure demand and faster-than-expected benefits from revenue management and tactical initiatives, and says it expects strong revenue trends to carry into 2025. Fuel guidance moved higher: economic fuel costs per gallon are now projected at $2.35 to $2.45, versus a prior $2.25 to $2.35. Other cost items were largely unchanged, including CASM-X, which is still projected to rise 11% to 13% year-over-year, and fuel hedging premium expense of $0.07 per gallon. The fleet count at period end is now projected at 797 aircraft, up from 796, with 40 aircraft retirements expected in 2024. On capital allocation, the company plans to complete an initial fleet strategy transaction by early 2025, using aircraft sales and sale-leaseback transactions. It intends to launch a $750 million accelerated share repurchase in the first quarter of 2025, following the completed $250 million ASR from October 2024, leaving $1.5 billion remaining under its $2.5 billion repurchase authorization from September 2024. The company also plans to redeem its $1.3 billion 5.25% Notes due 2025 in December 2024.

Dec 5, 2024 8-K

Southwest Airlines 8-K/A Report, Executive Changes (Nov 7, 2024)

Southwest Airlines Co. filed this Current Report on Form 8-K/A to amend its Initial Form 8-K filed October 24, 2024. The amendment reports that, effective 11:59 p.m. Central Time on November 1, 2024, the Board of Directors made committee appointments for six New Directors: Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson. The filing also states that the Board appointed Rakesh Gangwal as independent Chair of the Board, effective on the same date and time. The filing lists the membership of five Board committees: Audit, Compensation, Finance, Nominating and Corporate Governance, and Safety and Operations. Several New Directors received seats on multiple committees, and Saretsky chairs the Finance Committee while Breber, Cush, Feinberg, Grissen, and Watson each serve on at least one committee. Douglas Brooks chairs the Audit Committee, Lisa Atherton chairs the Compensation Committee, Christopher Reynolds chairs the Nominating and Corporate Governance Committee, and David Hess chairs the Safety and Operations Committee. For investors, the filing is a governance update that reflects a substantial refresh of the Board and a new independent Chair. It contains no financial results, dollar amounts, or operational metrics.

Nov 7, 2024 10-Q

Southwest Airlines Quarterly Report for Q3 Ended Sep 30, 2024

Southwest Airlines Co. reported third quarter 2024 total operating revenues of $6.9 billion ($6,870 million), an all-time third quarter record, up 5.3 percent year-over-year. However, operating income fell to $38 million from $117 million and net income fell to $67 million ($0.11 diluted per share) from $193 million ($0.31). The decline was driven mainly by higher Salaries, wages, and benefits expense, which rose 12.5 percent, including labor contract ratifications. For the nine months ended September 30, 2024, operating income was $43 million versus $628 million a year earlier, and net cash used in operating activities was $14 million compared with $2.7 billion provided in the prior-year period, largely reflecting an approximately $1.9 billion in bonuses paid upon labor contract ratifications. The company's balance sheet shows cash and cash equivalents of $8.5 billion and short-term investments of $879 million, with current maturities of long-term debt rising to $2.93 billion from $29 million, as the 1.25% Convertible Notes and 5.25% Notes mature in 2025. Management provided fourth quarter 2024 guidance for RASM up 3.5% to 5.5% year-over-year, ASMs down about 4%, and CASM-X up 11% to 13%. The company also disclosed Boeing delivery delays, a Board reconstitution following an agreement with Elliott Investment Management, and a shareholder rights plan that expired on October 25, 2024. Management set longer-term 2027 targets including operating margins of at least 10 percent, free cash flow exceeding $1 billion per year, and return on invested capital of at least 15 percent after tax. Non-GAAP ROIC for the twelve months ended September 30, 2024, was 1.0 percent after tax. The company also announced a new $2.5 billion share repurchase authorization and an initial $250 million accelerated share repurchase program planned for fourth quarter 2024.

Oct 28, 2024 8-K

Southwest Airlines 8-K Report, Material Agreement (Oct 25, 2024)

On October 25, 2024, Southwest Airlines Co. entered into an Amendment to the Rights Agreement with Equiniti Trust Company, LLC, as Rights Agent. The Rights Agreement, originally dated July 2, 2024, was terminated by advancing the expiration time of the company's common stock purchase rights to 5:00 P.M., New York City time, on October 25, 2024. At termination, all Rights previously distributed to holders of the company's common stock, par value $1.00, expired. The filing is primarily administrative. It reports a material definitive agreement (Item 1.01) and a material modification to the rights of security holders (Item 3.03), both tied to the termination of the shareholder rights plan. The filing does not state a financial result, a capital action, or an operational change. The full terms are contained in Exhibit 4.2, the Amendment, which the description qualifies in its entirety. For investors, the key takeaway is that the rights plan adopted in July 2024 is no longer in effect as of the October 25, 2024 expiration time, so shareholders no longer hold those rights.

Oct 25, 2024 8-K

Southwest Airlines 8-K Report, Material Agreement (Oct 24, 2024)

On October 23, 2024, Southwest Airlines Co. entered into a Cooperation Agreement with Elliott Investment Management L.P. and its affiliates (the Elliott Parties). Under the agreement, Elliott withdrew its request for a special meeting of shareholders and related materials, and the Company agreed to terminate its Rights Agreement dated July 2, 2024 with Equiniti Trust Company, LLC no later than two business days after the Effective Date. The Company also agreed to appoint David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson to the Board effective 11:59 p.m. Central Time on November 1, 2024, and to nominate them for the 2025 Annual Meeting. Two incumbent directors will not stand for re-election in 2025. The Company and an Elliott affiliate also entered into an Information Sharing Agreement, and the Cooperation Period runs until the earlier of 30 days before the 2026 bylaw nomination notice deadline or February 14, 2026. Board changes are significant. Executive Chairman Gary C. Kelly will retire from the Board and his office effective November 1, 2024, and six directors (David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan and Jill A. Soltau) resign effective the same date. Pierre Breber, former CFO of Chevron, is also appointed to the Board. The Board size will be reduced from 16 to 15 directors, and limited to 13 members after the 2025 Annual Meeting. The Board will appoint a new independent Chairman, and Gregg Saretsky will chair a reconstituted Finance Committee that includes David Cush. The filing also discloses that Patricia Watson's husband, Paul Watson, is employed as a Company pilot, with 2023 compensation of $229,914.18. Non-employee director compensation is described in the filing, including an annual retainer of $90,000. A press release dated October 24, 2024 announces the appointments and the agreement, and states that Elliott has said it no longer intends to nominate candidates for the Board.

Oct 24, 2024 8-K

Southwest Airlines 8-K Report, Financial Results (Oct 24, 2024)

Southwest Airlines Co. (NYSE: LUV) reported third quarter 2024 net income of $67 million, or $0.11 per diluted share, and net income excluding special items of $89 million, or $0.15 per diluted share. Operating revenues were a third-quarter record of $6.9 billion, up 5.3 percent year-over-year, and operating income was $38 million, compared with $117 million a year earlier. Liquidity stood at $10.4 billion against debt outstanding of $8.0 billion, and the company announced an initial $250 million accelerated share repurchase under its $2.5 billion authorization. The company tied these results to its "Southwest. Even Better." plan presented at Investor Day, with a North Star goal of ROIC of at least 15 percent in 2027. Management guided fourth quarter 2024 RASM up 3.5 to 5.5 percent and CASM-X up 11 to 13 percent year-over-year, with capacity down about 4 percent. Full-year 2024 capital spending was lowered to roughly $2.1 billion from about $2.5 billion, primarily because Boeing aircraft delivery delays are expected to persist into 2025. The supplemental presentation (Exhibit 99.2) sets out expected initiative EBIT contributions of about $1.5 billion in 2025, $3.0 billion in 2026 and $4.0 billion in 2027, along with a draft scorecard for quarterly reporting beginning with first-quarter 2025 earnings and 2027 financial targets, including operating margin of 15 percent or greater and ROIC of at least 10 percent.

Oct 24, 2024 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Sep 26, 2024)

Southwest Airlines Co. held its 2024 Investor Day on September 26, 2024, unveiling a three-year transformational plan titled "Southwest. Even Better." The company outlined initiatives including assigned seating, extra legroom premium seats, expanded airline partnerships, the Getaways by Southwest vacations product, 24-hour operations, and turn-time improvements. It expects these initiatives to deliver approximately $4 billion in cumulative incremental EBIT contribution in 2027 and an after-tax ROIC of 15 percent or greater, well above WACC, in that year. The filing also states the company expects to cover its WACC in 2026, and it targets an investment-grade balance sheet with leverage in the low to mid 30 percent range. The Board authorized a new $2.5 billion share repurchase program, which replaces the prior program authorized in May 2019. Purchases may be made in open market or private transactions, including under 10b5-1 plans and accelerated share repurchases, and may be discontinued at any time. The company also updated its guidance: third quarter 2024 RASM is now expected to rise 2 to 3 percent year-over-year, up from flat to down 2 percent, with economic fuel costs lowered to $2.50 to $2.60 per gallon. Full-year 2024 economic fuel costs are now $2.60 to $2.70 per gallon, down from $2.70 to $2.80, and full-year 2024 ASMs are expected to rise about 4 percent. The filing attributes part of the RASM improvement to an approximate one point tailwind from reaccommodating customers affected by other airlines' cancellations following the CrowdStrike incident. The filing also includes proxy-related disclosures naming the company's directors and CFO Tammy Romo as participants in a solicitation of proxies for an upcoming shareholder meeting, and it directs investors to the company's SEC filings for further details on participant holdings.

Sep 26, 2024 8-K

Southwest Airlines 8-K Report, Executive Changes (Sep 26, 2024)

On September 26, 2024, Southwest Airlines Co. appointed Robert L. Fornaro to its Board of Directors, effective immediately. Fornaro previously served as President and CEO of Spirit Airlines from January 2016 until January 2019 (the 8-K states his Spirit board service began in May 2014 and ended January 2019), as President and CEO of AirTran Holdings Inc. from November 2007 until May 2011, and as a consultant to Southwest from 2011 to 2014 and again from 2020 to 2024. The Board has determined he is not independent under NYSE standards because of his prior advisory agreement and consultant letter with the Company. Those arrangements, which paid a monthly fee of $23,000 under the Advisory Agreement, were terminated on September 26, 2024. His son-in-law, Eric Hall, is a Company Director-level employee who was paid a combined $296,107.81 in 2023 and $255,775.87 in 2024 year-to-date. The Board increased its size to sixteen members upon Fornaro's appointment. It also reflected six previously announced director resignations effective after the regularly scheduled fourth-quarter Board meeting (currently scheduled for November 21, 2024), which will reduce the Board to ten members. The Board further resolved to reduce its size to nine members effective immediately after the 2025 Annual Meeting. The press release states that the appointment follows a broader Board refreshment plan that includes Executive Chairman Gary Kelly's retirement at the 2025 Annual Meeting and the anticipated appointment of three new independent directors. The filing also includes Item 8.01 disclosures stating that the Company intends to file a proxy statement and a WHITE proxy card for its next shareholder meeting, and it lists the Company's directors and CFO Tammy Romo as participants in the solicitation of proxies. The press release references the cost and effects of actions by activist shareholders as a risk factor.

Sep 26, 2024 8-K

Southwest Airlines 8-K Report, Regulation FD Disclosure (Sep 25, 2024)

Southwest Airlines Co. filed this Current Report under Item 7.01 (Regulation FD Disclosure) to report the outcome of a Special Litigation Committee (SLC) investigation into shareholder derivative claims and demands tied to the service disruptions in December 2022. The derivative demand letters, received since about January 24, 2023, asserted among other things that directors and senior officers did not make sufficient technology investments, did not exercise adequate oversight, approved unwarranted compensation, made materially misleading public statements, and breached fiduciary duties. Six shareholder derivative suits were filed between June 13, 2023 and July 26, 2024 in Texas state and federal courts, and these have been stayed pending the SLC's investigation. The SLC, composed of independent and disinterested directors, delivered its final report and resolution to the Company and its Board on September 23, 2024, based on a resolution dated September 19, 2024. The SLC unanimously determined that it is not in the best interests of the Company or its shareholders to pursue the relief requested in the Derivative Actions and Demands, rejected the derivative demands, and determined that the Company should move to dismiss the Derivative Actions. The SLC retained two law firms to represent it during the investigation. The Company and its counsel intend to implement the SLC's resolution, including filing appropriate motions under applicable Texas law governing derivative demands and litigation procedure. The filing does not state any financial impact from these matters.

Sep 25, 2024 8-K

Southwest Airlines 8-K Report, Executive Changes (Sep 10, 2024)

On September 9, 2024, Gary C. Kelly, Executive Chairman of Southwest Airlines Co. (NYSE: LUV), notified the Company and its Board that he will not stand for re-election at the 2025 Annual Meeting of Shareholders and will retire from the Board and his Executive Chairman role effective immediately after that meeting. Separately, six directors (David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau) submitted resignations effective immediately after the regularly scheduled fourth-quarter Board meeting, currently scheduled for November 21, 2024. The Board reduced its size to nine members effective upon those resignations and to eight after the 2025 Annual Meeting, but expects to appoint four new independent directors in the near future, which would bring the Board to 13 after the November meeting and 12 after the 2025 Annual Meeting. None of the departures were attributed to any disagreement with the Company. In a press release dated September 10, 2024, furnished as Exhibit 99.1, the Company described the next phase of its Board refreshment plan. The Board eliminated the Executive Committee structure and created a new Finance Committee, and it reiterated its support for CEO Bob Jordan. The press release states that the Board invited Elliott Investment Management L.P. to participate in refreshment efforts and that the Company intends to continue engaging with Elliott toward a collaborative resolution. The press release also states that the Board anticipates appointing four new independent directors, potentially including Elliott's candidates, and that average Board tenure will be approximately 2.5 years, down from 7.3 years today. A letter to shareholders from Mr. Kelly, furnished as Exhibit 99.2, outlines the same changes and references a Company business plan update planned for the Investor Day on September 26. The filing also includes Item 8.01 proxy solicitation disclosures. The Company intends to file a proxy statement and WHITE proxy card for its next shareholder meeting, and it identifies the Company, its directors, and CFO Tammy Romo as participants in the solicitation. Investors should note the active governance dispute with Elliott, the planned Board turnover, and the September 26 Investor Day as near-term items to watch.

Sep 10, 2024 10-Q

Southwest Airlines Quarterly Report for Q2 Ended Jun 30, 2024

Southwest Airlines Co. reported second quarter 2024 operating revenues of $7.4 billion (up 4.5 percent year-over-year), an all-time quarterly record, driven by record passengers carried, passenger revenue and ancillary revenue. However, operating income fell to $398 million from $795 million, and net income declined to $367 million ($0.58 diluted EPS) from $683 million ($1.08). The company attributes the profit decline primarily to higher salaries, wages and benefits and fuel prices. Operating expenses rose 11.4 percent while capacity (ASMs) grew 8.6 percent, and RASM fell 3.8 percent to 15.90 cents as industry-wide domestic capacity growth outpaced demand. For the six months, net income was $137 million versus $524 million in the prior year, and net cash used in operating activities was $128 million compared with $2.1 billion provided a year earlier. The company's outlook calls for third-quarter 2024 unit revenue flat to down 2 percent year-over-year with capacity up roughly 2 percent, and CASM-X up 11 to 13 percent. For full-year 2024, CASM-X is expected to rise 7 to 8 percent and capacity to grow about 4 percent. Management expects unit revenue to turn positive by fourth quarter 2024, supported by capacity moderation and revenue management actions. Cash and short-term investments totaled $10.0 billion at June 30, 2024, against $14.1 billion of current liabilities and $5.1 billion of long-term debt (excluding current maturities of $2.9 billion). Governance and strategic matters dominate the filing. Elliott Investment Management disclosed an investment of approximately $1.9 billion, an approximately 11 percent economic interest, and has advocated for changes to management, the Board and strategy. The Board adopted a shareholder rights plan on July 2, 2024, with a 12.5 percent triggering threshold. The company also announced plans to introduce assigned and premium seating, redesign boarding and launch redeye flights, and suspended share repurchases with approximately $899 million remaining under its authorization.

Jul 29, 2024 8-K

Southwest Airlines 8-K Report, Financial Results (Jul 25, 2024)

Southwest Airlines Co. (NYSE: LUV) reported second quarter 2024 net income of $367 million, or $0.58 per diluted share, and net income excluding special items of $370 million, or $0.58 per diluted share. Operating revenues were an all-time quarterly record of $7.4 billion, up 4.5 percent year-over-year, but RASM decreased 3.8 percent year-over-year. Management attributed the unit revenue decline mainly to industry-wide domestic capacity growth outpacing demand, along with an estimated two-point headwind from revenue management challenges. Operating expenses rose 11.4 percent to $7.0 billion, and CASM-X increased 6.0 percent. Chief Executive Bob Jordan said performance "fell short of what we believe we are capable of delivering" and framed the goal as restoring industry-leading margins and historical levels of Shareholder returns. For the third quarter, the company guided RASM to flat to down 2 percent year-over-year with capacity up roughly 2 percent, and CASM-X up 11 to 13 percent. Full-year 2024 guidance includes ASMs up about 4 percent, CASM-X up 7 to 8 percent, and economic fuel costs of $2.70 to $2.80 per gallon. The company expects unit revenue to inflect positively by fourth quarter 2024. Liquidity was $11.0 billion against debt outstanding of $8.0 billion, and the company reported a net cash position of $2.0 billion and leverage of 46 percent as of June 30, 2024. The filing also furnishes a press release announcing new initiatives: assigned seating and premium seating options on all flights, redeye flights beginning with first overnight landings on Valentine's Day 2025, and a new Executive Vice President Commercial Transformation role. Details are to be presented at an Investor Day in late September. The company also stated that aircraft delivery delays with Boeing are under discussion, with compensation, if received, expected to reduce the cost basis of certain aircraft.

Jul 25, 2024