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 March 31,
2009
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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 (registrant is not yet
required to provide financial disclosure in an Interactive Data File format, but
has been providing the information in this format voluntarily) 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
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Number
of shares of Common Stock outstanding as of the close of business on April
15, 2009: 740,813,556
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1
EXPLANATORY
NOTE
The sole purpose of this Amendment No.
1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2009 (the “Form 10-Q”) is to file Exhibit 101 to the Form 10-Q. Exhibit 101
consists of the following materials from Southwest Airlines Co.’s Form 10-Q for
the quarterly period ended March 31, 2009, filed with the Securities and
Exchange Commission on April 20, 2009, formatted in XBRL (eXtensible Business
Reporting Language): (i) unaudited Condensed Consolidated Balance Sheet, (ii)
unaudited Condensed Consolidated Statement of Income, (iii) unaudited Condensed
Consolidated Statement of Cash Flows, and (iv) the Notes to the unaudited
condensed consolidated financial statements, tagged as blocks of
text. Users of this data are advised pursuant to Rule 401 of
Regulation S-T that the financial information contained in the XBRL documents is
unaudited and these are not the official publicly filed financial statements of
Southwest Airlines Co. No other changes have been made to the Form
10-Q. This Form 10-Q/A speaks as of the original filing date and has not been
updated to reflect events occurring subsequent to the original filing
date.
2
Item
6. Exhibits
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a)
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Exhibits
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3.1
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Restated
Articles of Incorporation of Southwest (incorporated by reference
to
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Exhibit 4.1
to Southwest’s Registration Statement on Form S-3
(File
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No. 33-52155));
Amendment to Restated Articles of Incorporation of
Southwest
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(incorporated
by reference to Exhibit 3.1 to Southwest’s Quarterly Report
on
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Form 10-Q
for the quarter ended June 30, 1996 (File
No. 1-7259));
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Amendment
to Restated Articles of Incorporation of Southwest (incorporated
by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 1998 (File No. 1-7259)); Amendment to Restated
Articles of
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Incorporation
of Southwest (incorporated by reference to Exhibit 4.2 to
Southwest’s
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Registration
Statement on Form S-8 (File No. 333-82735));
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Amendment
to Restated Articles of Incorporation of Southwest (incorporated
by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 2001 (File No. 1-7259)); Articles of Amendment
to
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Articles
of Incorporation of Southwest (incorporated by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 2007 (File No. 1-7259)).
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3.2
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Amended
and Restated Bylaws of Southwest, effective January 15,
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2009
(incorporated by reference to Exhibit 3.1 to Southwest’s Current
Report
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on
Form 8-K dated January 15, 2009 (File
No. 1-7259)).
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10.1
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Supplemental
Agreement No. 62 to Purchase Agreement No. 1810,
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dated
January 19, 1994, between The Boeing Company and Southwest
(previously
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filed
as Exhibit 10.1 to Southwest’s Quarterly Report on form 10-Q
for
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the
quarter ended March 31, 2009 (File No. 1-7259)). (1)
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10.2
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Supplemental
Agreement No. 63 to Purchase Agreement No. 1810,
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dated
January 19, 1994, between The Boeing Company and Southwest
(previously
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filed
as Exhibit 10.2 to Southwest’s Quarterly Report on form 10-Q
for
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the
quarter ended March 31, 2009 (File No. 1-7259)). (1)
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31.1
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Rule
13a-14(a) Certification of Chief Executive Officer (previously filed
as
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Exhibit
31.1 to Southwest’s Quarterly Report on form 10-Q for
the
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quarter
ended March 31, 2009 (File No. 1-7259)).
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31.2
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Rule
13a-14(a) Certification of Chief Financial Officer (previously filed
as
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Exhibit
31.2 to Southwest’s Quarterly Report on form 10-Q for
the
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quarter
ended March 31, 2009 (File No. 1-7259)).
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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
(previously filed as Exhibit 32.1 to Southwest’s Quarterly Report
on
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form
10-Q for the quarter ended March 31, 2009 (File No.
1-7259)).
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101*
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The
following financial statements from Southwest Airlines Co.’s Quarterly
Report
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on
form 10-Q for the quarter ended March 31, 2009, filed on April 20,
2009,
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formatted
in XBRL: (i) unaudited Condensed Consolidated Balance Sheet,
(ii)
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unaudited
Condensed Consolidated Statement of Income, (iii) unaudited
Condensed
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Consolidated
Statement of Cash Flows, and (iv) the Notes to unaudited
condensed
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consolidated
financial statements, tagged as blocks of text.
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(1) Pursuant
to 17 CRF 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.
* Filed
Herewith.
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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April
28, 2009
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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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3.1
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Restated
Articles of Incorporation of Southwest (incorporated by reference
to
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Exhibit 4.1
to Southwest’s Registration Statement on Form S-3
(File
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No. 33-52155));
Amendment to Restated Articles of Incorporation of
Southwest
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(incorporated
by reference to Exhibit 3.1 to Southwest’s Quarterly Report
on
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Form 10-Q
for the quarter ended June 30, 1996 (File
No. 1-7259));
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Amendment
to Restated Articles of Incorporation of Southwest (incorporated
by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 1998 (File No. 1-7259)); Amendment to Restated
Articles of
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Incorporation
of Southwest (incorporated by reference to Exhibit 4.2 to
Southwest’s
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Registration
Statement on Form S-8 (File No. 333-82735));
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Amendment
to Restated Articles of Incorporation of Southwest (incorporated
by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 2001 (File No. 1-7259)); Articles of Amendment
to
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Articles
of Incorporation of Southwest (incorporated by
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reference
to Exhibit 3.1 to Southwest’s Quarterly Report on Form 10-Q for
the
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quarter
ended June 30, 2007 (File No. 1-7259)).
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3.2
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Amended
and Restated Bylaws of Southwest, effective January 15,
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2009
(incorporated by reference to Exhibit 3.1 to Southwest’s Current
Report
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on
Form 8-K dated January 15, 2009 (File
No. 1-7259)).
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10.1
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Supplemental
Agreement No. 62 to Purchase Agreement No. 1810,
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dated
January 19, 1994, between The Boeing Company and Southwest
(previously
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filed
as Exhibit 10.1 to Southwest’s Quarterly Report on form 10-Q
for
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the
quarter ended March 31, 2009 (File No. 1-7259)). (1)
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10.2
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Supplemental
Agreement No. 63 to Purchase Agreement No. 1810,
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dated
January 19, 1994, between The Boeing Company and Southwest
(previously
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filed
as Exhibit 10.2 to Southwest’s Quarterly Report on form 10-Q
for
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the
quarter ended March 31, 2009 (File No. 1-7259)). (1)
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31.1
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Rule
13a-14(a) Certification of Chief Executive Officer (previously filed
as
|
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Exhibit
31.1 to Southwest’s Quarterly Report on form 10-Q for
the
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||
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quarter
ended March 31, 2009 (File No. 1-7259)).
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31.2
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Rule
13a-14(a) Certification of Chief Financial Officer (previously filed
as
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Exhibit
31.2 to Southwest’s Quarterly Report on form 10-Q for
the
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quarter
ended March 31, 2009 (File No. 1-7259)).
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32.1
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Section
1350 Certifications of Chief Executive Officer and Chief
Financial
|
|
|
Officer
(previously filed as Exhibit 32.1 to Southwest’s Quarterly Report
on
|
||
|
form
10-Q for the quarter ended March 31, 2009 (File No.
1-7259)).
|
||
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101*
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The
following financial statements from Southwest Airlines Co.’s Quarterly
Report
|
|
|
on
form 10-Q for the quarter ended March 31, 2009, filed on April 20,
2009,
|
||
|
formatted
in XBRL: (i) unaudited Condensed Consolidated Balance Sheet,
(ii)
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||
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unaudited
Condensed Consolidated Statement of Income, (iii) unaudited
Condensed
|
||
|
Consolidated
Statement of Cash Flows, and (iv) the Notes to unaudited
condensed
|
||
|
consolidated
financial statements, tagged as blocks of text.
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||
(1) Pursuant
to 17 CRF 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.
* Filed
Herewith.
5