As filed with the Securities and Exchange Commission on February 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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P.O. Box 36611
Dallas, TX 75235-1611
(214) 792-4000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
TAMMY ROMO
Executive Vice
President & Chief Financial Officer
Southwest Airlines Co.
P.O. Box 36611, Dallas, TX 75235-1611
(214) 792-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES OF CORRESPONDENCE TO:
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MARK R. SHAW
Executive Vice President, Chief Legal & Regulatory Officer
Southwest Airlines Co.
P.O.
Box 36611, Dallas, TX 75235-1611
(214) 792-4000
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ROBERT L. KIMBALL
Vinson & Elkins LLP
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201-2975
(214) 220-7700
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of
this registration statement as determined by market conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the
securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company . See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be Registered/ Proposed Maximum Offering
Price per Unit/Proposed Maximum Aggregate Offering
Price/Amount of Registration Fee (1)
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Debt Securities
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Common Stock
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Pass Through Certificates
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(1)
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An unspecified aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered hereunder at unspecified prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.
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