UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2010
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
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Commission File No. 1-7259
Southwest Airlines Co.
(Exact name of registrant as specified in its charter)
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TEXAS
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74-1563240
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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P.O. Box 36611, Dallas, Texas
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75235-1611
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (214) 792-4000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No þ
Number of shares of Common Stock outstanding as of the close of business on October 19, 2010: 747,095,928
1
Explanatory Note
Southwest Airlines Co. (Company) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the Securities and Exchange Commission on October 22, 2010 (the “Form 10-Q”), for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File was inadvertently omitted from the Form 10-Q due to technical difficulties associated with the Company’s use of its EDGAR filing software.
No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.
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Item 6. Exhibits
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a)
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Exhibits
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2.1
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Agreement and Plan of Merger among Southwest Airlines Co., AirTran Holdings, Inc.,
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and Guadalupe Holdings Corp., dated as of September 26, 2010 (the schedules have
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been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by
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reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated
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September 27, 2010 (File No. 1-7259)).
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3.1
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Restated Articles of Incorporation of the Company effective February 3, 1994;
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Articles of Amendment to the Articles of Incorporation of the Company effective
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May 31, 1996; Articles of Amendment to the Articles of Incorporation of the Company
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effective July 2, 1998; Articles of Amendment to the Articles of Incorporation of the
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Company effective June 2, 1999; Articles of Amendment to the Articles of
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Incorporation of the Company effective May 24, 2001; Articles of Amendment to
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the Articles of Incorporation of the Company effective June 5, 2007 (incorporated by
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reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year
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ended December 31, 2009 (File No. 1-7259)).
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3.2
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Amended and Restated Bylaws of the Company, effective November 19,
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2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
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on Form 8-K dated November 19, 2009 (File No. 1-7259)).
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10.1
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Supplemental Agreement No. 66 to Purchase Agreement No. 1810,
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dated January 19, 1994, between The Boeing Company and Southwest. (1)(2)
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer. (2)
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer. (2)
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32.1
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Section 1350 Certifications of Chief Executive Officer and Chief Financial
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Officer. (3)
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101.INS
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XBRL Instance Document. (4)
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101.SCH
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XBRL Taxonomy Extension Schema Document. (4)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document. (4)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. (4)
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document. (4)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document. (4)
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(1)
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
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(2)
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Previously filed on October 22, 2010, as part of the original filing of the Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259).
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(3)
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Previously furnished on October 22, 2010, as part of the original filing of the Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259).
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(4)
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Furnished, not filed.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SOUTHWEST AIRLINES CO.
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October 27, 2010
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By
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/s/ Laura Wright
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Laura Wright
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Chief Financial Officer
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(On behalf of the Registrant and in
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her capacity as Principal Financial
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and Accounting Officer)
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4
EXHIBIT INDEX
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2.1
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Agreement and Plan of Merger among Southwest Airlines Co., AirTran Holdings, Inc.,
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and Guadalupe Holdings Corp., dated as of September 26, 2010 (the schedules have
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been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by
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reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated
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September 27, 2010 (File No. 1-7259)).
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3.1
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Restated Articles of Incorporation of the Company effective February 3, 1994;
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Articles of Amendment to the Articles of Incorporation of the Company effective
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May 31, 1996; Articles of Amendment to the Articles of Incorporation of the Company
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effective July 2, 1998; Articles of Amendment to the Articles of Incorporation of the
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Company effective June 2, 1999; Articles of Amendment to the Articles of
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Incorporation of the Company effective May 24, 2001; Articles of Amendment to
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the Articles of Incorporation of the Company effective June 5, 2007 (incorporated by
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reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year
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ended December 31, 2009 (File No. 1-7259)).
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3.2
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Amended and Restated Bylaws of the Company, effective November 19,
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2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
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on Form 8-K dated November 19, 2009 (File No. 1-7259)).
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10.1
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Supplemental Agreement No. 66 to Purchase Agreement No. 1810,
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dated January 19, 1994, between The Boeing Company and Southwest. (1)(2)
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer. (2)
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer. (2)
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32.1
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Section 1350 Certifications of Chief Executive Officer and Chief Financial
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Officer. (3)
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101.INS
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XBRL Instance Document. (4)
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101.SCH
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XBRL Taxonomy Extension Schema Document. (4)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document. (4)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. (4)
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document. (4)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document. (4)
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(1)
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
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(2)
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Previously filed on October 22, 2010, as part of the original filing of the Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259).
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(3)
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Previously furnished on October 22, 2010, as part of the original filing of the Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259).
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(4)
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Furnished, not filed.
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