1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------- Date of Report (Date of earliest event reported): February 24, 1997 SOUTHWEST AIRLINES CO. (Exact name of registrant as specified in its charter) TEXAS 1-7259 74-1563240 (State or other jurisdiction (Commission (I.R.S. employee of incorporation) file number) identification no.) P.O. Box 36611 Love Field, Dallas, Texas 75235 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, include area code: (214) 792-4000 ================================================================================ 2 Item 5. Other Events The purpose of this report is to permit the registrant to file herewith those exhibits listed in Item 7 (c) below. Item 7. Financial Statements and Exhibits. (c). Exhibits Exhibit 5.2 - Opinion of Deborah Ackerman, Associate General Counsel of Southwest Airlines Co., re legality of Debt Securities being offered. Exhibit 12 - Calculation of Ratio of Earnings to Fixed Charges. Exhibit 23 - Consent of Independent Auditors. Exhibit 25.1 - Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Trust Company of Texas, N.A., as Trustee, under the Indenture between Southwest Airlines Co. and U.S. Trust Company of Texas, N.A. (which Indenture is incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 33-59113)). Exhibit 27 - Financial Data Schedule Exhibit 99.1 - Consolidated Financial Statements and Notes to Consolidated Financial Statements. Exhibit 99.2 - Report of Independent Auditors Exhibit 99.3 - Management's Discussion and Analysis of Financial Condition and Results of Operations 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. SOUTHWEST AIRLINES CO. February 24, 1997 By: /s/ Gary C. Kelly ------------------------ Gary C. Kelly Vice President - Finance and Chief Financial Officer -2- 3 EXHIBIT INDEX Exhibit No. Description Exhibit 5.2 - Opinion of Deborah Ackerman, Associate General Counsel of Southwest Airlines Co., re legality of Debt Securities being offered. Exhibit 12 - Calculation of Ratio of Earnings to Fixed Charges. Exhibit 23 - Consent of Independent Auditors. Exhibit 25.1 - Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Trust Company of Texas, N.A., as Trustee, under the Indenture between Southwest Airlines Co. and U.S. Trust Company of Texas, N.A. (which Indenture is incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 33-59113)). Exhibit 27 - Financial Data Schedule Exhibit 99.1 - Consolidated Financial Statements and Notes to Consolidated Financial Statements. Exhibit 99.2 - Report of Independent Auditors Exhibit 99.3 - Management's Discussion and Analysis of Financial Condition and Results of Operations.