Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2017






(Exact name of registrant as specified in its charter)




Texas   1-7259   74-1563240

(State or other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


P.O. Box 36611, Dallas, Texas   75235-1611
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 792-4000

Not Applicable

(Former name or former address if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01. Entry into a Material Definitive Agreement

On November 16, 2017, Southwest Airlines Co. (the “Company”) completed the public offering of $600,000,000 aggregate principal amount of debt securities, consisting of $300,000,000 aggregate principal amount of the Company’s 2.750% Notes Due 2022 (the “2022 Notes”) and $300,000,000 aggregate principal amount of the Company’s 3.450% Notes due 2027 (the “2027 Notes” and together with the 2022 Notes, the “Notes”). The Notes were issued under an indenture, dated as of September 17, 2004 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee, as supplemented by that certain officers’ certificate of the Company, dated November 16, 2017 (the “Officers’ Certificate” and, together with the Base Indenture, the “Indenture”). A form of the Base Indenture was filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.1 to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-203761) (the “Registration Statement”), filed with the Commission on April 30, 2015.

The forms of the 2022 Notes and the 2027 Notes (together, the “Global Notes”) issued pursuant to the Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the terms and conditions thereof are incorporated by reference herein. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.

The material terms of the Notes are described in the prospectus supplement, dated November 14, 2017, filed by the Company with the Commission on November 15, 2017, pursuant to Rule 424(b)(5) of the Securities Act of 1933, which relates to the offer and sale of the Notes and supplements the prospectus, dated April 30, 2015, that constitutes a part of the Registration Statement. The Notes have been issued pursuant to the Registration Statement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


  (d) Exhibits


Exhibit No.



  4.1    Form of Global Note representing all 2.750% Notes Due 2022.
  4.2    Form of Global Note representing all 3.450% Notes Due 2027.
  5.1    Opinion of Vinson & Elkins L.L.P.
23.1    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).


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 hereunto duly authorized.


Date: November 16, 2017    By:  

/s/ Mark R. Shaw

   Name:   Mark R. Shaw
   Title:   Senior Vice President, General Counsel and Corporate Secretary