þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2013
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|
or
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ________ to ________
|
TEXAS
|
74-1563240
|
(State or other jurisdiction of
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(IRS Employer
|
incorporation or organization)
|
Identification No.)
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P.O. Box 36611
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|
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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|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Stock ($1.00 par value)
|
|
New York Stock Exchange
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Large accelerated filer
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|
þ
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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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PART I
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|
Item 1.
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||
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
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PART II
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Item 5.
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Item 6.
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Item 7.
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||
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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|
Item 15.
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||
Item 1.
|
Business
|
Year
|
|
Cost
(Millions)
|
|
Average
Cost Per
Gallon
|
|
Percentage of
Operating
Expenses
|
|||||
2003
|
|
$
|
920
|
|
|
$
|
0.80
|
|
|
16.5
|
%
|
2004
|
|
$
|
1,106
|
|
|
$
|
0.92
|
|
|
18.1
|
%
|
2005
|
|
$
|
1,470
|
|
|
$
|
1.13
|
|
|
21.4
|
%
|
2006
|
|
$
|
2,284
|
|
|
$
|
1.64
|
|
|
28.0
|
%
|
2007
|
|
$
|
2,690
|
|
|
$
|
1.80
|
|
|
29.7
|
%
|
2008
|
|
$
|
3,713
|
|
|
$
|
2.44
|
|
|
35.1
|
%
|
2009
|
|
$
|
3,044
|
|
|
$
|
2.12
|
|
|
30.2
|
%
|
2010
|
|
$
|
3,620
|
|
|
$
|
2.51
|
|
|
32.6
|
%
|
2011
|
|
$
|
5,644
|
|
|
$
|
3.19
|
|
|
37.7
|
%
|
2012
|
|
$
|
6,120
|
|
|
$
|
3.30
|
|
|
37.2
|
%
|
2013
|
|
$
|
5,763
|
|
|
$
|
3.16
|
|
|
35.1
|
%
|
First Quarter 2013
|
|
$
|
1,457
|
|
|
$
|
3.36
|
|
|
36.3
|
%
|
Second Quarter 2013
|
|
$
|
1,489
|
|
|
$
|
3.11
|
|
|
35.4
|
%
|
Third Quarter 2013
|
|
$
|
1,450
|
|
|
$
|
3.10
|
|
|
34.9
|
%
|
Fourth Quarter 2013
|
|
$
|
1,367
|
|
|
$
|
3.08
|
|
|
33.8
|
%
|
•
|
“Wanna Get Away” fares are generally the lowest fares and are subject to advance purchase requirements. They are nonrefundable but, subject to compliance with Southwest’s No Show policy, funds may be
|
•
|
“Anytime” fares are refundable and changeable, and funds may also be applied toward future travel on Southwest. Anytime fares also include a higher frequent flyer point multiplier under Southwest’s Rapid Rewards
®
frequent flyer program than do Wanna Get Away fares.
|
•
|
“Business Select” fares are refundable and changeable, and funds may be applied toward future travel on Southwest. Business Select fares also include additional perks such as priority boarding, a higher frequent flyer point multiplier than other Southwest fares (including twice as many points per dollar spent as compared to Wanna Get Away fares), priority security and ticket counter access in select airports, and one complimentary adult beverage coupon for the day of travel (for Customers of legal drinking age).
|
•
|
The Company fully deployed connecting capabilities between the Southwest and AirTran networks allowing Customers of both Southwest and AirTran to book connecting itineraries between the two carriers. Customers can now fly between any of the combined
96
Southwest and AirTran destinations on a single itinerary.
|
•
|
The Company continued to transfer AirTran Employees to Southwest. As of
December 31, 2013
, approximately
65 percent
of AirTran Employees had been converted to Southwest Employees. The transfer of all remaining AirTran Employees, including flight crews and dispatchers whose transition is aligned with aircraft conversion, is scheduled for 2014.
|
•
|
The Company continued to further optimize its route network by, among other things, transitioning AirTran’s operations at Hartsfield-Jackson Atlanta International Airport to a point-to-point operation, which is expected to enable efficiencies related to the scheduling of aircraft, flight crews, and ground staff.
|
•
|
The Company continued to convert AirTran 737-700 aircraft to the Southwest livery. As of
December 31, 2013
,
17
out of a total of
52
AirTran 737-700 aircraft had completed the conversion process and re-entered service as Southwest aircraft. The Company expects to convert the remaining
35
AirTran 737-700 aircraft during 2014 in conjunction with the expected conversion of AirTran’s seven international markets.
|
•
|
The Company continued its schedule optimization efforts by further coordinating Southwest and AirTran flight schedules.
|
•
|
The Company significantly grew the Southwest network by converting AirTran service to Southwest service in several new markets. The Company has established a Southwest presence in all domestic cities in Southwest’s and AirTran’s combined network.
|
•
|
The Company continued its progress towards integrating Southwest’s and AirTran’s unionized workforce. AirTran’s Flight Attendants, represented by the Association of Flight Attendants-CWA (“AFA”), voted to ratify a new collective-bargaining agreement with the Company. The collective-bargaining agreement became amendable in May 2013. This new agreement will apply to the AirTran Flight Attendants until they transition to Southwest. All AirTran Flight Attendants are expected to be moved to Southwest by the end of 2014.
|
•
|
installation of blended winglets, which reduce drag and increase fuel efficiency, on all Boeing 737-700 and 737-800 aircraft in Southwest’s fleet and on a majority of Southwest’s 737-300 aircraft;
|
•
|
commitment to upgrade the Company’s 737-800 fleet during the 2014-2015 timeframe with newly designed, split scimitar winglets;
|
•
|
periodic engine washes;
|
•
|
use of electric ground power for aircraft air and power at the gate and for ground support equipment at select locations;
|
•
|
deployment of auto-throttle and vertical navigation to maintain optimum cruising speeds;
|
•
|
implementation of new engine start procedures to support the introduction of new single engine taxi procedures;
|
•
|
adjustment of the timing of auxiliary power unit starts on originating flights to reduce auxiliary power unit usage;
|
•
|
fuel planning initiatives to safely reduce loading of excess fuel;
|
•
|
Evolve
cabin refresh as discussed in "Operating Strategies and Initiatives - Fleet Modernization;"
|
•
|
reduced aircraft engine idle speed while on the ground, which also increases engine life; and
|
•
|
galley refresh with dry goods weight reduction.
|
Employee Group
|
Representatives
|
Status of Agreement
|
Southwest Pilots
|
Southwest Airlines Pilots’ Association (“SWAPA”)
|
Currently in negotiations
|
Southwest Flight Attendants
|
Transportation Workers of America, AFL-CIO, Local 556 (“TWU 556”)
|
Currently in negotiations
|
Southwest Ramp, Operations, Provisioning, Freight Agents
|
Transportation Workers of America, AFL-CIO, Local 555 (“TWU 555”)
|
Currently in negotiations
|
Southwest Customer Service Agents, Customer Representatives
|
International Association of Machinists and Aerospace Workers, AFL-CIO (“IAM 142”)
|
Currently in negotiations
|
Southwest Material Specialists (formerly known as Stock Clerks)
|
International Brotherhood of Teamsters, Local 19 (“IBT 19”)
|
Currently in negotiations
|
Southwest Mechanics
|
Aircraft Mechanics Fraternal Association (“AMFA”)
|
Currently in negotiations
|
Southwest Aircraft Appearance Technicians
|
AMFA
|
Amendable February 2017
|
Southwest Facilities Maintenance Technicians
|
AMFA
|
Currently in negotiations
|
Southwest Dispatchers
|
Transportation Workers of America, AFL-CIO, Local 550 (“TWU 550”)
|
Amendable November 2014
|
Southwest Flight Simulator Technicians
|
International Brotherhood of Teamsters (“IBT”)
|
Currently in negotiations
|
Southwest Flight Crew Training Instructors
|
Transportation Workers of America, AFL-CIO, Local 557 (“TWU 557”)
|
Amendable December 2015
|
AirTran Pilots
|
Air Line Pilots Association (“ALPA”)
|
Amendable December 2015. Per seniority list integration agreement, transition to Southwest to be completed no later than January 2015.
|
AirTran Flight Attendants
|
Association of Flight Attendants-CWA (“AFA”)
|
The parties have negotiated an interim collective bargaining agreement to be effective until affected AirTran Employees are transitioned to Southwest.
|
AirTran Mechanics and Inspectors
|
International Brotherhood of Teamsters, Local 528 (“IBT 528”)
|
Transitioned under the Southwest Mechanics Agreement (represented by AMFA) effective October 2012, as agreed upon as part of the applicable seniority integration and transition agreement.
|
AirTran Technical Trainers/Ground Instructors
|
IBT 528
|
Transitioned under the Southwest Mechanics Agreement (represented by AMFA) effective October 2012, as agreed upon as part of the applicable seniority integration and transition agreement.
|
AirTran Stores/Stock Clerks
|
IBT 528
|
Transitioned under the Southwest Material Specialists Agreement (represented by IBT 19) effective January 2013, as agreed upon as part of the applicable seniority integration and transition agreement.
|
AirTran Ground Service Mechanics/Employees
|
IBT 528
|
Transitioned under the Southwest Mechanics Agreement (represented by AMFA) effective October 2012, as agreed upon as part of the applicable seniority integration and transition agreement.
|
AirTran Dispatchers
|
Transportation Workers Union of America, Local 540 (“TWU 540”)
|
Amendable March 2014. The parties have agreed that effective March 2014, the AirTran Dispatchers will be transitioned to the Southwest Dispatchers Agreement (represented by TWU 550).
|
AirTran Fleet & Passenger Service Employees (customer service, ramp, reservations)
|
IAM 142
|
The parties have negotiated an interim collective bargaining agreement to be effective until affected AirTran Employees are transitioned to Southwest. As of December 31, 2013, (i) all AirTran ramp and freight agents had transitioned to the Southwest TWU 555 CBA; (ii) all AirTran customer service agents had transitioned to the Southwest IAM 142 CBA; and (iii) the majority of AirTran reservations agents had transitioned to the Southwest IAM 142 CBA.
|
Item 1A.
|
Risk Factors
|
•
|
increases in airport rates and charges;
|
•
|
limitations on airport gate capacity or use of other airport facilities;
|
•
|
limitations on route authorities;
|
•
|
actions and decisions that create difficulties in obtaining access at slot-controlled airports;
|
•
|
actions and decisions that create difficulties in obtaining operating permits and approvals;
|
•
|
changes to environmental regulations;
|
•
|
new or increased taxes;
|
•
|
changes to laws that affect the services that can be offered by airlines in particular markets and at particular airports;
|
•
|
restrictions on competitive practices;
|
•
|
changes in laws that increase costs for safety, security, compliance, or other Customer Service standards, such as the new FAA regulations with respect to Pilot flight/duty time limitations and rest requirements discussed above under “Business -Regulation”;
|
•
|
changes in laws that may limit the Company's ability to enter into fuel derivative contracts to hedge against increases in fuel prices;
|
•
|
changes in laws that may limit or regulate the Company’s ability to promote the Company’s business or fares, such as the DOT’s full-fare advertising rule discussed above under “Business -Regulation”; and
|
•
|
the adoption of more restrictive locally-imposed noise regulations.
|
•
|
adverse weather and natural disasters;
|
•
|
outbreaks of disease;
|
•
|
changes in consumer preferences, perceptions, spending patterns, or demographic trends (including, without limitation, changes in government travel patterns due to government shutdowns or sequestration);
|
•
|
actual or potential disruptions in the air traffic control system (including, without limitation, as a result of potential FAA budget cuts due to government shutdowns or sequestration);
|
•
|
changes in the competitive environment due to industry consolidation, industry bankruptcies, and other factors;
|
•
|
air traffic congestion and other air traffic control issues; and
|
•
|
actual or threatened war, terrorist attacks, and political instability.
|
•
|
the inability to successfully combine the AirTran business with that of the Company in a manner that permits the Company to achieve anticipated net synergies and other anticipated benefits of the acquisition;
|
•
|
the inability to successfully maintain passenger unit revenues upon converting AirTran into the Southwest business model;
|
•
|
the challenges associated with new international operations, including compliance with international laws;
|
•
|
the challenges associated with integrating complex systems, technology, aircraft fleets, networks, facilities, and other assets of the Company in a seamless manner that minimizes any adverse impact on Customers, suppliers, Employees, and other constituencies;
|
•
|
the challenges associated with integrating the Company’s workforce while maintaining focus on providing consistent, high quality Customer Service; and
|
•
|
potential unknown liabilities, liabilities that are significantly larger than the Company currently anticipates, and unforeseen increased expenses or delays, including costs to integrate AirTran’s business that may exceed the Company’s estimates.
|
Type
|
|
Seats
|
|
Average
Age
(Yrs)
|
|
Number of
Aircraft
|
|
Number
Owned (1)
|
|
Number
Leased
|
||||
717-200
|
|
117
|
|
12
|
|
|
66
|
|
|
8
|
|
|
58
|
|
737-300
|
|
143
|
|
20
|
|
|
122
|
|
|
76
|
|
|
46
|
|
737-500
|
|
122
|
|
22
|
|
|
15
|
|
|
9
|
|
|
6
|
|
737-700
|
|
143
|
|
9
|
|
|
425
|
|
|
378
|
|
|
47
|
|
737-800
|
|
175
|
|
1
|
|
|
52
|
|
|
45
|
|
|
7
|
|
Totals
|
|
|
|
|
|
680
|
|
|
516
|
|
|
164
|
|
(1)
|
As discussed further in Note 7 to the Consolidated Financial Statements,
141
of Southwest’s and
30
of AirTran’s aircraft were pledged as collateral as of
December 31, 2013
.
|
|
The Boeing Company
737 NG
|
|
|
The Boeing Company
737 MAX
|
|
|
|||||||||||||||||
|
-700
Firm
Orders
|
|
|
-800
Firm
Orders
|
|
Options
|
|
Additional -700 A/C
|
|
|
-7
Firm Orders |
|
-8
Firm Orders |
|
|
Options
|
|
|
Total
|
|
|
||
2014
|
—
|
|
|
33
|
|
—
|
|
12
|
|
|
—
|
|
—
|
|
|
—
|
|
|
45
|
|
|
||
2015
|
—
|
|
|
19
|
|
—
|
|
5
|
|
|
—
|
|
—
|
|
|
—
|
|
|
24
|
|
|
||
2016
|
31
|
|
|
—
|
|
12
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
43
|
|
|
||
2017
|
15
|
|
|
—
|
|
12
|
|
—
|
|
|
—
|
|
14
|
|
|
—
|
|
|
41
|
|
|
||
2018
|
10
|
|
|
—
|
|
12
|
|
—
|
|
|
—
|
|
13
|
|
|
—
|
|
|
35
|
|
|
||
2019
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
15
|
|
10
|
|
|
—
|
|
|
25
|
|
|
||
2020
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
14
|
|
22
|
|
|
—
|
|
|
36
|
|
|
||
2021
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
33
|
|
|
18
|
|
|
52
|
|
|
||
2022
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
30
|
|
|
19
|
|
|
49
|
|
|
||
2023
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
24
|
|
|
23
|
|
|
47
|
|
|
||
2024
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
24
|
|
|
23
|
|
|
47
|
|
|
||
2025
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
36
|
|
|
36
|
|
|
||
2026
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
36
|
|
|
36
|
|
|
||
2027
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
36
|
|
|
36
|
|
|
||
Total
|
56
|
|
(1
|
)
|
52
|
|
36
|
|
17
|
|
|
30
|
|
170
|
|
(2
|
)
|
191
|
|
|
552
|
|
|
Name
|
Position
|
Age
|
Gary C. Kelly
|
Chairman of the Board, President, & Chief Executive Officer
|
58
|
Robert E. Jordan
|
Executive Vice President & Chief Commercial Officer
|
53
|
Jeff Lamb
|
Executive Vice President & Chief People & Administrative Officer
|
51
|
Ron Ricks
|
Executive Vice President & Chief Legal & Regulatory Officer
|
64
|
Michael G. Van de Ven
|
Executive Vice President & Chief Operating Officer
|
52
|
Tammy Romo
|
Senior Vice President Finance & Chief Financial Officer
|
51
|
Period
|
|
Dividend
|
|
High
|
|
Low
|
||||||
2013
|
|
|
|
|
|
|
||||||
1st Quarter
|
|
$
|
0.01000
|
|
|
$
|
13.58
|
|
|
$
|
10.36
|
|
2nd Quarter
|
|
0.04000
|
|
|
14.56
|
|
|
12.45
|
|
|||
3rd Quarter
|
|
0.04000
|
|
|
14.82
|
|
|
12.58
|
|
|||
4th Quarter
|
|
0.04000
|
|
|
19.00
|
|
|
14.48
|
|
|||
2012
|
|
|
|
|
|
|
||||||
1st Quarter
|
|
$
|
0.00450
|
|
|
$
|
10.05
|
|
|
$
|
8.03
|
|
2nd Quarter
|
|
0.01000
|
|
|
9.42
|
|
|
7.76
|
|
|||
3rd Quarter
|
|
0.01000
|
|
|
9.82
|
|
|
8.45
|
|
|||
4th Quarter
|
|
0.01000
|
|
|
10.61
|
|
|
8.68
|
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||||||||
Southwest Airlines Co.
|
|
$
|
100
|
|
|
$
|
133
|
|
|
$
|
151
|
|
|
$
|
100
|
|
|
$
|
120
|
|
|
$
|
222
|
|
S&P 500
|
|
$
|
100
|
|
|
$
|
126
|
|
|
$
|
145
|
|
|
$
|
148
|
|
|
$
|
171
|
|
|
$
|
226
|
|
NYSE ARCA Airline
|
|
$
|
100
|
|
|
$
|
140
|
|
|
$
|
197
|
|
|
$
|
137
|
|
|
$
|
188
|
|
|
$
|
298
|
|
Issuer Purchases of Equity Securities (1)
|
|
||||||||||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
||||||
|
|
|
|
|
|
Total number of
|
|
Maximum dollar
|
|
||||||
|
|
|
|
|
|
shares purchased
|
|
value of shares that
|
|
||||||
|
|
Total number
|
|
Average
|
|
as part of publicly
|
|
may yet be purchased
|
|
||||||
|
|
of shares
|
|
price paid
|
|
announced plans
|
|
under the plans
|
|
||||||
Period
|
|
purchased
|
|
per share
|
|
or programs
|
|
or programs
|
|
||||||
October 1, 2013 through
October 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
374,515,838
|
|
|
November 1, 2013 through
November 30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
374,515,838
|
|
|
December 1, 2013 through
December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
(2)
|
—
|
|
|
$
|
334,859,846
|
|
(2)
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1)
|
In January 2008, the Company’s Board of Directors authorized the repurchase of up to $500 million of the Company’s common stock. Through February 15, 2008, the Company had repurchased 4.4 million shares for a total of approximately $54 million, at which time repurchases under the program were suspended. On August 5, 2011, the Company’s Board of Directors authorized the Company to resume a share repurchase program and approved the Company’s repurchase, on a discretionary basis, of a total of up to $500 million of the Company’s common stock following such authorization. On May 16, 2012, the Company’s Board of Directors increased the previous share repurchase authorization by an additional $500 million to a total of $1.0 billion. On May 15, 2013, the Company's Board of Directors further increased the previous share repurchase authorization by an additional $500 million to a total of $1.5 billion. Repurchases are made in accordance with applicable securities laws in open market, private, or in accelerated repurchase transactions from time to time, depending on market conditions, and may be discontinued at any time.
|
(2)
|
Under an accelerated share repurchase program entered into by the Company with a third party financial institution in third quarter 2013 ("ASR Program"), the Company paid $150 million and received an initial delivery of 11,459,129 shares during third quarter 2013. Final settlement of this ASR Program occurred in December 2013 and was determined based generally on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period completed in December 2013. At settlement, the Company had the option to deliver shares of its common stock or to make a cash payment to the third party financial institution, and elected to make a cash payment of approximately $
40 million
. In total, the average purchase price per share for the 11,459,129 shares repurchased under the ASR Program, upon completion of the ASR Program in December 2013, was $
16.55
.
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Financial Data (in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
17,699
|
|
|
$
|
17,088
|
|
|
$
|
15,658
|
|
|
$
|
12,104
|
|
|
$
|
10,350
|
|
Operating expenses
|
|
16,421
|
|
|
16,465
|
|
|
14,965
|
|
|
11,116
|
|
|
10,088
|
|
|||||
Operating income
|
|
1,278
|
|
|
623
|
|
|
693
|
|
|
988
|
|
|
262
|
|
|||||
Other expenses (income) net
|
|
69
|
|
|
(62
|
)
|
|
370
|
|
|
243
|
|
|
98
|
|
|||||
Income before taxes
|
|
1,209
|
|
|
685
|
|
|
323
|
|
|
745
|
|
|
164
|
|
|||||
Provision for income taxes
|
|
455
|
|
|
264
|
|
|
145
|
|
|
286
|
|
|
65
|
|
|||||
Net income
|
|
$
|
754
|
|
|
$
|
421
|
|
|
$
|
178
|
|
|
$
|
459
|
|
|
$
|
99
|
|
Net income per share, basic
|
|
$
|
1.06
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
$
|
0.62
|
|
|
$
|
0.13
|
|
Net income per share, diluted
|
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
$
|
0.61
|
|
|
$
|
0.13
|
|
Cash dividends per common share
|
|
$
|
0.1300
|
|
|
$
|
0.0345
|
|
|
$
|
0.0180
|
|
|
$
|
0.0180
|
|
|
$
|
0.0180
|
|
Total assets at period-end
|
|
$
|
19,345
|
|
|
$
|
18,596
|
|
|
$
|
18,068
|
|
|
$
|
15,463
|
|
|
$
|
14,269
|
|
Long-term obligations at period-end
|
|
$
|
2,191
|
|
|
$
|
2,883
|
|
|
$
|
3,107
|
|
|
$
|
2,875
|
|
|
$
|
3,325
|
|
Stockholders’ equity at period-end
|
|
$
|
7,336
|
|
|
$
|
6,992
|
|
|
$
|
6,877
|
|
|
$
|
6,237
|
|
|
$
|
5,454
|
|
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers carried
|
|
108,075,976
|
|
|
109,346,509
|
|
|
103,973,759
|
|
|
88,191,322
|
|
|
86,310,229
|
|
|||||
Enplaned passengers
|
|
133,155,030
|
|
|
133,978,100
|
|
|
127,551,012
|
|
|
106,227,521
|
|
|
101,338,228
|
|
|||||
Revenue passenger miles (RPMs) (000s) (1)
|
|
104,348,216
|
|
|
102,874,979
|
|
|
97,582,530
|
|
|
78,046,967
|
|
|
74,456,710
|
|
|||||
Available seat miles (ASMs) (000s) (2)
|
|
130,344,072
|
|
|
128,137,110
|
|
|
120,578,736
|
|
|
98,437,092
|
|
|
98,001,550
|
|
|||||
Load factor (3)
|
|
80.1
|
%
|
|
80.3
|
%
|
|
80.9
|
%
|
|
79.3
|
%
|
|
76.0
|
%
|
|||||
Average length of passenger haul (miles)
|
|
966
|
|
|
941
|
|
|
939
|
|
|
885
|
|
|
863
|
|
|||||
Average aircraft stage length (miles)
|
|
703
|
|
|
693
|
|
|
679
|
|
|
648
|
|
|
639
|
|
|||||
Trips flown
|
|
1,312,785
|
|
|
1,361,558
|
|
|
1,317,977
|
|
|
1,114,451
|
|
|
1,125,111
|
|
|||||
Average passenger fare
|
|
$
|
154.72
|
|
|
$
|
147.17
|
|
|
$
|
141.90
|
|
|
$
|
130.27
|
|
|
$
|
114.61
|
|
Passenger revenue yield per RPM (cents) (4)
|
|
16.02
|
|
|
15.64
|
|
|
15.12
|
|
|
14.72
|
|
|
13.29
|
|
|||||
Operating revenue per ASM (cents) (5)
|
|
13.58
|
|
|
13.34
|
|
|
12.99
|
|
|
12.30
|
|
|
10.56
|
|
|||||
Passenger revenue per ASM (cents) (6)
|
|
12.83
|
|
|
12.56
|
|
|
12.24
|
|
|
11.67
|
|
|
10.09
|
|
|||||
Operating expenses per ASM (cents) (7)
|
|
12.60
|
|
|
12.85
|
|
|
12.41
|
|
|
11.29
|
|
|
10.29
|
|
|||||
Operating expenses per ASM, excluding fuel (cents)
|
|
8.18
|
|
|
8.07
|
|
|
7.73
|
|
|
7.61
|
|
|
7.18
|
|
|||||
Operating expenses per ASM, excluding fuel and
profitsharing (cents)
|
|
8.01
|
|
|
7.98
|
|
|
7.65
|
|
|
7.45
|
|
|
7.15
|
|
|||||
Fuel costs per gallon, including fuel tax
|
|
$
|
3.16
|
|
|
$
|
3.30
|
|
|
$
|
3.19
|
|
|
$
|
2.51
|
|
|
$
|
2.12
|
|
Fuel costs per gallon, including fuel tax, economic
|
|
$
|
3.12
|
|
|
$
|
3.28
|
|
|
$
|
3.19
|
|
|
$
|
2.39
|
|
|
$
|
1.97
|
|
Fuel consumed, in gallons (millions)
|
|
1,818
|
|
|
1,847
|
|
|
1,764
|
|
|
1,437
|
|
|
1,428
|
|
|||||
Active fulltime equivalent Employees
|
|
44,831
|
|
|
45,861
|
|
|
45,392
|
|
|
34,901
|
|
|
34,726
|
|
|||||
Aircraft in service at period-end (8)
|
|
680
|
|
|
694
|
|
|
698
|
|
|
548
|
|
|
537
|
|
(1)
|
A revenue passenger mile is one paying passenger flown one mile. Also referred to as “traffic,” which is a measure of demand for a given period.
|
(2)
|
An available seat mile is one seat (empty or full) flown one mile. Also referred to as “capacity,” which is a measure of the space available to carry passengers in a given period.
|
(3)
|
Revenue passenger miles divided by available seat miles.
|
(4)
|
Calculated as passenger revenue divided by revenue passenger miles. Also referred to as “yield,” this is the average cost paid by a paying passenger to fly one mile, which is a measure of revenue production and fares.
|
(5)
|
Calculated as operating revenue divided by available seat miles. Also referred to as “operating unit revenues,” this is a measure of operating revenue production based on the total available seat miles flown during a particular period.
|
(6)
|
Calculated as passenger revenue divided by available seat miles. Also referred to as “passenger unit revenues,” this is a measure of passenger revenue production based on the total available seat miles flown during a particular period.
|
(7)
|
Calculated as operating expenses divided by available seat miles. Also referred to as “unit costs” or “cost per available seat mile,” this is the average cost to fly an aircraft seat (empty or full) one mile, which is a measure of cost efficiencies.
|
(8)
|
Includes leased aircraft and excludes aircraft that are not available for service or are in storage, held for sale, or held for return to the lessor.
|
|
Year ended December 31,
|
|
Percent
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Fuel and oil expense, unhedged
|
$
|
5,645
|
|
|
$
|
5,963
|
|
|
|
|
Add: Fuel hedge losses included in Fuel and oil expense
|
118
|
|
|
157
|
|
|
|
|||
Fuel and oil expense, as reported
|
$
|
5,763
|
|
|
$
|
6,120
|
|
|
|
|
Deduct: Net impact from fuel contracts
|
(84
|
)
|
|
(32
|
)
|
|
|
|||
Fuel and oil expense, non-GAAP
|
$
|
5,679
|
|
|
$
|
6,088
|
|
|
(6.7
|
)%
|
|
|
|
|
|
|
|||||
Total operating expenses, as reported
|
$
|
16,421
|
|
|
$
|
16,465
|
|
|
|
|
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net,
associated with current period settled contracts
|
3
|
|
|
(42
|
)
|
|
|
|||
Add (Deduct): Contracts settling in the current period, but for which gains and/or (losses)
have been recognized in a prior period*
|
(87
|
)
|
|
10
|
|
|
|
|||
Deduct: Charge for Acquisition and integration costs, net
|
(86
|
)
|
|
(183
|
)
|
|
|
|||
Total operating expenses, non-GAAP
|
$
|
16,251
|
|
|
$
|
16,250
|
|
|
—
|
%
|
|
|
|
|
|
|
|||||
Operating income, as reported
|
1,278
|
|
|
623
|
|
|
|
|||
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net,
associated with current period settled contracts
|
(3
|
)
|
|
42
|
|
|
|
|||
Add (Deduct): Contracts settling in the current period, but for which gains and/or (losses)
have been recognized in a prior period*
|
87
|
|
|
(10
|
)
|
|
|
|||
Add: Charge for Acquisition and integration costs, net
|
$
|
86
|
|
|
$
|
183
|
|
|
|
|
Operating income, non-GAAP
|
$
|
1,448
|
|
|
$
|
838
|
|
|
72.8
|
%
|
|
|
|
|
|
|
|||||
Net income, as reported
|
754
|
|
|
421
|
|
|
|
|||
Deduct: Mark-to-market impact from fuel contracts settling in future periods
|
(103
|
)
|
|
(221
|
)
|
|
|
|||
Add: Ineffectiveness from fuel hedges settling in future periods
|
11
|
|
|
42
|
|
|
|
|||
Add (Deduct): Other net impact of fuel contracts settling in the current or a prior period
(excluding reclassifications)
|
87
|
|
|
(10
|
)
|
|
|
|||
Income tax impact of fuel contracts
|
2
|
|
|
73
|
|
|
|
|||
Add: Charge for Acquisition and integration costs, net (a)
|
$
|
54
|
|
|
$
|
112
|
|
|
|
|
Net income, non-GAAP
|
$
|
805
|
|
|
$
|
417
|
|
|
93.0
|
%
|
|
|
|
|
|
|
|||||
Net income per share, diluted, as reported
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
|
|
Deduct: Net impact to net income above from fuel contracts divided by
dilutive shares (a)
|
$
|
—
|
|
|
$
|
(0.15
|
)
|
|
|
|
Add: Impact of special items, net (a)
|
$
|
0.07
|
|
|
$
|
0.15
|
|
|
|
|
Net income per share, diluted, non-GAAP
|
$
|
1.12
|
|
|
$
|
0.56
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||
Operating expenses per ASM (Cents)
|
$
|
12.60
|
|
|
$
|
12.85
|
|
|
|
|
Deduct: Fuel expense divided by ASMs
|
$
|
(4.42
|
)
|
|
$
|
(4.78
|
)
|
|
|
|
Deduct: Impact of special items
|
$
|
(0.07
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
Operating expenses per ASM, non-GAAP, excluding fuel and special items (cents)
|
$
|
8.11
|
|
|
$
|
7.93
|
|
|
2.3
|
%
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Operating Income, as reported
|
$
|
1,278
|
|
|
$
|
623
|
|
|
$
|
693
|
|
Add: Net impact from fuel contracts
|
84
|
|
|
32
|
|
|
—
|
|
|||
Add: Acquisition and integration costs
|
86
|
|
|
183
|
|
|
132
|
|
|||
Add: Asset impairment, net (1)
|
—
|
|
|
—
|
|
|
14
|
|
|||
Operating Income, non-GAAP
|
$
|
1,448
|
|
|
$
|
838
|
|
|
$
|
839
|
|
Net adjustment for aircraft leases (2)
|
143
|
|
|
117
|
|
|
129
|
|
|||
Adjustment for fuel hedge accounting
|
(60
|
)
|
|
(36
|
)
|
|
(107
|
)
|
|||
Adjusted Operating Income, non-GAAP
|
$
|
1,531
|
|
|
$
|
919
|
|
|
$
|
861
|
|
|
|
|
|
|
|
||||||
Average invested capital (3)
|
$
|
11,664
|
|
|
$
|
12,575
|
|
|
$
|
12,439
|
|
Equity adjustment for hedge accounting
|
50
|
|
|
145
|
|
|
184
|
|
|||
Adjusted average invested capital
|
$
|
11,714
|
|
|
$
|
12,720
|
|
|
$
|
12,623
|
|
|
|
|
|
|
|
||||||
ROIC, pre-tax
|
13.1
|
%
|
|
7.2
|
%
|
|
6.8
|
%
|
|
|
Year ended
|
|
|
||||||
(in millions, except per share amounts)
|
|
December 31,
|
|
|
||||||
GAAP
|
|
2013
|
|
2012
|
|
Percent Change
|
||||
Operating income
|
|
$
|
1,278
|
|
|
$
|
623
|
|
|
105.1
|
Net income
|
|
$
|
754
|
|
|
$
|
421
|
|
|
79.1
|
Net income per share, diluted
|
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
87.5
|
|
|
|
|
|
|
|
|
|
||
Non-GAAP
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
1,448
|
|
|
$
|
838
|
|
|
72.8
|
Net income
|
|
$
|
805
|
|
|
$
|
417
|
|
|
93.0
|
Net income per share, diluted
|
|
$
|
1.12
|
|
|
$
|
0.56
|
|
|
100.0
|
•
|
The integration of AirTran.
The acquisition of AirTran in 2011 increased the Company’s fleet size and expanded the Company’s network into key U.S. markets such as Atlanta and Washington Reagan, as well as near-international locations such as the Caribbean and Mexico. As a result of the acquisition, the Company estimates it achieved approximately
$400 million
in net, pre-tax synergies during
2013
(excluding acquisition and integration expenses). Additionally, the Company reached a major milestone during
2013
by completing the connection of the Southwest and AirTran networks. Customers can now fly between any of the combined
96
Southwest and AirTran destinations on a single itinerary. Significant changes have also been made to AirTran’s route network, including ending service to several airports which proved to not be sustainable under the Southwest business model and the re-deployment of aircraft into new markets. The Company also continued the process of converting AirTran aircraft to the Southwest livery in
2013
. As of
December 31, 2013
,
17
AirTran 737-700 aircraft had completed the conversion process and re-entered service as Southwest aircraft. The Company transitioned Atlanta into a point-to-point operation, similar to other large Southwest cities, which is expected to enable efficiencies related to the scheduling of aircraft, flight crews, and ground staff. In addition, the Company completed its plan to bring Southwest service to all domestic AirTran airport facilities in
2013
. The Company remains on track with its plans to fully integrate AirTran into its operations by the end of
2014
.
|
•
|
Fleet modernization.
The Company is scheduled to be the launch customer for Boeing’s new, more fuel-efficient 737 MAX 8 aircraft, which is expected to enter service in 2017. The 737 MAX 8 is expected to reduce fuel burn and CO2 emissions by an additional
13 percent
over today's most fuel-efficient single-aisle airplanes. Southwest is also scheduled to be the launch customer for the Boeing 737 MAX 7 series aircraft, with deliveries expected to begin in 2019. Currently the Company has firm orders in place for
170
MAX 8 aircraft and
30
MAX 7 aircraft. During 2013, the Company completed its multi-year
Evolve
program, which included, in total, the retrofitting of
372
Southwest 737-700 and
78
Southwest 737-300 aircraft.
Evolve: The New Southwest Experience
is an updated cabin interior intended to enhance the Customer's overall travel experience, while improving fleet efficiency with the added benefit of
six
additional seats on each aircraft. In addition, during
2013
, the Company transitioned
22
AirTran 717-200 aircraft out of active service, in preparation for transition, as part of lease/sublease agreements with Delta. As of
December 31, 2013
, a total of
13
717-200 aircraft had been delivered to Delta. The Company also retired
11
older 737-300s and 737-500s from its fleet during
2013
. The Company intends to continue to replace these less efficient aircraft through its current order book with Boeing and through the purchase and lease of additional pre-owned 737-700 aircraft from third parties.
|
•
|
The continued incorporation of a larger aircraft, the Boeing 737-800, into Southwest’s fleet.
To further support its fleet modernization efforts, the Company received a total of
18
Boeing 737-800s during 2013. As of
December 31, 2013
, the Company's active fleet included
52
737-800s. The Boeing 737-800 (i) is better suited for potential new destinations, including near-international locations, (ii) provides the Company with the opportunity to generate additional revenue by replacing current aircraft on specified routes and locations that are restricted due to space constraints or slot controls, and (iii) operates at a lower unit cost than other aircraft in the Company’s existing fleet.
|
•
|
International Capabilities and New Reservation System.
In January 2014, the Company began selling its first international itineraries to be flown by Southwest aircraft and announced plans to begin Southwest service to Jamaica (Montego Bay), The Bahamas (Nassau), and Aruba (Oranjestad) beginning July 1, 2014. The Company expects to launch Southwest international service to Mexico (Cancun, Mexico City, and Cabo San Lucas) and Dominican Republic (Punta Cana) by the end of 2014. The Company worked with Amadeus IT Group to implement Amadeus’ Altea reservations solution to support the Company’s international service. The contract also provides the option for Southwest to migrate its domestic business to Amadeus in the future.
|
•
|
Southwest’s Rapid Rewards frequent flyer program.
In March 2011, Southwest launched its current Rapid Rewards frequent flyer program, under which members earn points for every dollar spent. The results of the program have exceeded the Company’s expectations with respect to the number of new frequent flyer members, the amount spent per member on airfare, the number of flights taken by members, the number of Southwest’s co-branded Chase
®
Visa credit card holders added, the number of points sold to business partners, and the number of frequent flyer points purchased by program members.
|
Employee Group
|
Approximate Number of Employees
|
Representatives
|
Amendable Date
|
Southwest Pilots
|
6,200
|
Southwest Airlines Pilots’ Association (“SWAPA”)
|
August 2012
|
Southwest Flight Attendants
|
10,100
|
Transportation Workers of America, AFL-CIO, Local 556 (“TWU 556”)
|
May 2013
|
Southwest Ramp, Operations, Provisioning, Freight Agents
|
9,500
|
Transportation Workers of America, AFL-CIO, Local 555 (“TWU 555”)
|
June 2011
|
Southwest Customer Service Agents, Customer Representatives
|
6,000
|
International Association of Machinists and Aerospace Workers, AFL-CIO (“IAM 142”)
|
October 2012
|
Southwest Materials Specialists (formerly known as Stock Clerks)
|
200
|
International Brotherhood of Teamsters, Local 19 (“IBT 19”)
|
August 2013
|
Southwest Mechanics
|
2,200
|
Aircraft Mechanics Fraternal Association (“AMFA”)
|
August 2012
|
Southwest Flight Simulator Technicians
|
30
|
International Brotherhood of Teamsters (“IBT”)
|
October 2013
|
Southwest Facilities Maintenance Technicians
|
40
|
AMFA
|
N/A
|
|
|
Average percent of estimated fuel consumption
|
||||
|
|
covered by fuel derivative contracts at
|
||||
Period
|
|
varying WTI/Brent crude-equivalent price levels
|
||||
2014
|
|
Approx. 20%
|
||||
2015
|
|
Approx. 40%
|
||||
2016
|
|
Approx. 35%
|
||||
2017
|
|
Approx. 50%
|
Year
|
|
Fair value of fuel
derivative contracts
at December 31, 2013
|
|
Amount of gains
(losses) deferred
in AOCI at December 31,
2013 (net of tax)
|
||||
2014
|
|
$
|
54
|
|
|
$
|
28
|
|
2015
|
|
77
|
|
|
(34
|
)
|
||
2016
|
|
77
|
|
|
(1
|
)
|
||
2017
|
|
(28
|
)
|
|
(5
|
)
|
||
Total
|
|
$
|
180
|
|
|
$
|
(12
|
)
|
|
Estimated economic jet fuel price per gallon,
including taxes |
|
Average Brent Crude Oil
price per barrel
|
1Q 2014 (2)
|
Full Year 2014 (2)
|
$85
|
$2.60 - $2.65
|
$2.45 - $2.50
|
$95
|
$2.80 - $2.85
|
$2.70 - $2.75
|
Current Market (1)
|
$3.05 - $3.10
|
$2.95 - $3.00
|
$115
|
$3.15 - $3.20
|
$3.20 - $3.25
|
$125
|
$3.30 - $3.35
|
$3.40 - $3.45
|
Estimated Premium Costs (3)
|
$15 - $20 million
|
$60 - $70 million
|
|
Year ended December 31,
|
||||||
(in millions)
|
2013
|
|
2012
|
||||
Mark-to-market impact from fuel contracts settling in future periods
|
$
|
(103
|
)
|
|
$
|
(221
|
)
|
Ineffectiveness from fuel hedges settling in future periods
|
11
|
|
|
42
|
|
||
Realized ineffectiveness and mark-to-market (gains) or losses
|
3
|
|
|
(42
|
)
|
||
Premium cost of fuel contracts
|
60
|
|
|
36
|
|
||
Other
|
(3
|
)
|
|
4
|
|
||
|
$
|
(32
|
)
|
|
$
|
(181
|
)
|
|
|
Year ended
December 31,
|
|
Percent
Change
|
|||||||
|
|
2012
|
|
2011
|
|
||||||
Fuel and oil expense, unhedged
|
|
$
|
5,963
|
|
|
$
|
5,580
|
|
|
|
|
Add: Fuel hedge losses included in Fuel and oil expense
|
|
157
|
|
|
64
|
|
|
|
|||
Fuel and oil expense, as reported
|
|
$
|
6,120
|
|
|
$
|
5,644
|
|
|
|
|
Deduct: Net impact from fuel contracts
|
|
(32
|
)
|
|
—
|
|
|
|
|||
Fuel and oil expense, non-GAAP
|
|
$
|
6,088
|
|
|
$
|
5,644
|
|
|
7.9
|
%
|
Total operating expenses, as reported
|
|
$
|
16,465
|
|
|
$
|
14,965
|
|
|
|
|
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net, associated with current period
settled contracts
|
|
(42
|
)
|
|
35
|
|
|
|
|||
Add (Deduct): Contracts settling in the current period, but for which gains and/or (losses) have been recognized in
a prior period*
|
|
10
|
|
|
(35
|
)
|
|
|
|||
Deduct: Acquisition and integration costs, net (a)
|
|
(183
|
)
|
|
(132
|
)
|
|
|
|||
Deduct: Asset impairment, net of profitsharing
|
|
—
|
|
|
(14
|
)
|
|
|
|||
Total operating expenses, non-GAAP
|
|
$
|
16,250
|
|
|
$
|
14,819
|
|
|
9.7
|
%
|
Operating income, as reported
|
|
$
|
623
|
|
|
$
|
693
|
|
|
|
|
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net, associated with current period
settled contracts
|
|
42
|
|
|
(35
|
)
|
|
|
|||
Add (Deduct): Contracts settling in the current period, but for which gains and/or (losses) have been recognized in
a prior period*
|
|
(10
|
)
|
|
35
|
|
|
|
|||
Add: Acquisition and integration costs, net (a)
|
|
183
|
|
|
132
|
|
|
|
|||
Add: Asset impairment, net of profitsharing
|
|
—
|
|
|
14
|
|
|
|
|||
Operating income, non-GAAP
|
|
$
|
838
|
|
|
$
|
839
|
|
|
(0.1
|
)%
|
Net income, as reported
|
|
$
|
421
|
|
|
$
|
178
|
|
|
|
|
Add (Deduct): Mark-to-market impact from fuel contracts settling in future periods
|
|
(221
|
)
|
|
21
|
|
|
|
|||
Add: Ineffectiveness from fuel hedges settling in future periods
|
|
42
|
|
|
33
|
|
|
|
|||
Add (Deduct): Other net impact of fuel contracts settling in the current
or a prior period (excluding reclassifications)
|
|
(10
|
)
|
|
35
|
|
|
|
|||
Add (Deduct): Income tax impact of fuel contracts
|
|
73
|
|
|
(31
|
)
|
|
|
|||
Add: Acquisition and integration costs, net (b)
|
|
112
|
|
|
85
|
|
|
|
|||
Add: Asset impairment, net (b)
|
|
—
|
|
|
9
|
|
|
|
|||
Net income, non-GAAP
|
|
$
|
417
|
|
|
$
|
330
|
|
|
26.4
|
%
|
Net income per share, diluted, as reported
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
|
|
Add (Deduct): Net impact from fuel contracts
|
|
(0.15
|
)
|
|
0.07
|
|
|
|
|||
Add: Impact of special items, net (b)
|
|
0.15
|
|
|
0.13
|
|
|
|
|||
Net income per share, diluted, non-GAAP
|
|
$
|
0.56
|
|
|
$
|
0.43
|
|
|
30.2
|
%
|
Operating expenses per ASM (cents)
|
|
12.85
|
|
|
12.41
|
|
|
|
|||
Deduct: Fuel expense divided by ASMs (cents)
|
|
(4.78
|
)
|
|
(4.68
|
)
|
|
|
|||
Deduct: Impact of special items, net (cents) (a)
|
|
(0.14
|
)
|
|
(0.12
|
)
|
|
|
|||
Operating expenses per ASM, non-GAAP, excluding fuel and special items (cents)
|
|
7.93
|
|
|
7.61
|
|
|
4.2
|
%
|
(a)
|
Amounts net of profitsharing impact on charges incurred through
March 31, 2011
. The Company amended its profitsharing plan during
second quarter 2011
to defer the profitsharing impact of acquisition and integration costs incurred from
April 1, 2011
, through
December 31, 2013
. The profitsharing impact of these costs will be realized in
2014
and beyond.
|
(b)
|
Amounts net of taxes and profitsharing. See footnote (a) above regarding Acquisition and integration costs.
|
|
|
Year ended December 31,
|
|
|
Per ASM
change
|
|
|
Percent
change
|
|||||||
(in cents, except for percentages)
|
|
2012
|
|
|
2011
|
|
|
||||||||
Salaries, wages, and benefits
|
|
3.69
|
|
¢
|
|
3.62
|
|
¢
|
|
0.07
|
|
¢
|
|
1.9
|
%
|
Fuel and oil
|
|
4.78
|
|
|
|
4.68
|
|
|
|
0.10
|
|
|
|
2.1
|
|
Maintenance materials and repairs
|
|
0.88
|
|
|
|
0.79
|
|
|
|
0.09
|
|
|
|
11.4
|
|
Aircraft rentals
|
|
0.28
|
|
|
|
0.26
|
|
|
|
0.02
|
|
|
|
7.7
|
|
Landing fees and other rentals
|
|
0.81
|
|
|
|
0.80
|
|
|
|
0.01
|
|
|
|
1.3
|
|
Depreciation and amortization
|
|
0.66
|
|
|
|
0.59
|
|
|
|
0.07
|
|
|
|
11.9
|
|
Acquisition and integration
|
|
0.14
|
|
|
|
0.11
|
|
|
|
0.03
|
|
|
|
27.3
|
|
Other operating expenses
|
|
1.61
|
|
|
|
1.56
|
|
|
|
0.05
|
|
|
|
3.2
|
|
Total
|
|
12.85
|
|
¢
|
|
12.41
|
|
¢
|
|
0.44
|
|
¢
|
|
3.5
|
%
|
|
|
Year ended December 31,
|
||||||
(in millions)
|
|
2012
|
|
2011
|
||||
Mark-to-market impact from fuel contracts settling in future periods
|
|
$
|
(221
|
)
|
|
$
|
21
|
|
Ineffectiveness from fuel hedges settling in future periods
|
|
42
|
|
|
33
|
|
||
Realized ineffectiveness and mark-to-market (gains) or losses
|
|
(42
|
)
|
|
35
|
|
||
Premium cost of fuel contracts
|
|
36
|
|
|
107
|
|
||
Other
|
|
4
|
|
|
2
|
|
||
|
|
$
|
(181
|
)
|
|
$
|
198
|
|
|
|
Obligations by period (in millions)
|
||||||||||||||||||
Contractual obligations
|
|
2014
|
|
|
2015 - 2016
|
|
|
2017 - 2018
|
|
|
Beyond 2018
|
|
|
Total
|
|
|||||
Long-term debt (1)
|
|
$
|
609
|
|
|
$
|
687
|
|
|
$
|
744
|
|
|
$
|
648
|
|
|
$
|
2,688
|
|
Interest commitments - fixed (2)
|
|
136
|
|
|
195
|
|
|
119
|
|
|
117
|
|
|
567
|
|
|||||
Interest commitments - floating (3)
|
|
9
|
|
|
27
|
|
|
3
|
|
|
1
|
|
|
40
|
|
|||||
Operating lease commitments (4)
|
|
689
|
|
|
1,199
|
|
|
945
|
|
|
1,755
|
|
|
4,588
|
|
|||||
Capital lease commitments (5)
|
|
8
|
|
|
16
|
|
|
16
|
|
|
29
|
|
|
69
|
|
|||||
Aircraft purchase commitments (6)
|
|
876
|
|
|
2,004
|
|
|
2,224
|
|
|
6,807
|
|
|
11,911
|
|
|||||
Other commitments
|
|
372
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
554
|
|
|||||
Total contractual obligations
|
|
$
|
2,699
|
|
|
$
|
4,310
|
|
|
$
|
4,051
|
|
|
$
|
9,357
|
|
|
$
|
20,417
|
|
(1)
|
Includes principal only and includes
$68 million
in
2014
associated with the Company’s convertible senior notes due
2016
. See
Note 5
to the Consolidated Financial Statements.
|
(2)
|
Related to fixed-rate debt only.
|
(3)
|
Interest obligations associated with floating-rate debt (either at issuance or through swaps) is estimated utilizing forward interest rate curves as of
December 31, 2013
and can be subject to significant fluctuation.
|
(4)
|
Includes Love Field Modernization Program commitment amounts, and includes the impact of the Boeing 717 lease/sublease transaction entered into in
2012
. See
Note 8
to the Consolidated Financial Statements.
|
(5)
|
Includes interest on capital leases.
|
(6)
|
Firm orders from Boeing and commitments with other parties.
|
|
|
Estimated useful life
|
|
Estimated
residual value
|
Airframes and engines
|
|
23 to 25 years
|
|
2%-20%
|
Aircraft parts
|
|
Fleet life
|
|
4%
|
Ground property and equipment
|
|
5 to 30 years
|
|
0%-10%
|
|
|
Principal
amount
(in millions)
|
|
Effective
fixed rate
|
|
Final
maturity
|
|
Underlying collateral
|
|||
Term Loan Agreement
|
|
$
|
210
|
|
|
6.315
|
%
|
|
5/6/2019
|
|
14 specified Boeing 737-700 aircraft
|
Term Loan Agreement
|
|
85
|
|
|
6.84
|
%
|
|
7/1/2019
|
|
5 specified Boeing 737-700 aircraft
|
|
Term Loan Agreement
|
|
413
|
|
|
5.223
|
%
|
|
5/9/2020
|
|
21 specified Boeing 737-700 aircraft
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,355
|
|
|
$
|
1,113
|
|
Short-term investments
|
1,797
|
|
|
1,857
|
|
||
Accounts and other receivables
|
419
|
|
|
332
|
|
||
Inventories of parts and supplies, at cost
|
467
|
|
|
469
|
|
||
Deferred income taxes
|
168
|
|
|
246
|
|
||
Prepaid expenses and other current assets
|
250
|
|
|
210
|
|
||
Total current assets
|
4,456
|
|
|
4,227
|
|
||
|
|
|
|
||||
Property and equipment, at cost:
|
|
|
|
|
|
||
Flight equipment
|
16,937
|
|
|
16,367
|
|
||
Ground property and equipment
|
2,666
|
|
|
2,383
|
|
||
Deposits on flight equipment purchase contracts
|
764
|
|
|
416
|
|
||
Assets constructed for others
|
453
|
|
|
331
|
|
||
|
20,820
|
|
|
19,497
|
|
||
Less allowance for depreciation and amortization
|
7,431
|
|
|
6,731
|
|
||
|
13,389
|
|
|
12,766
|
|
||
Goodwill
|
970
|
|
|
970
|
|
||
Other assets
|
530
|
|
|
633
|
|
||
|
$
|
19,345
|
|
|
$
|
18,596
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,247
|
|
|
$
|
1,107
|
|
Accrued liabilities
|
1,229
|
|
|
1,102
|
|
||
Air traffic liability
|
2,571
|
|
|
2,170
|
|
||
Current maturities of long-term debt
|
629
|
|
|
271
|
|
||
Total current liabilities
|
5,676
|
|
|
4,650
|
|
||
|
|
|
|
||||
Long-term debt less current maturities
|
2,191
|
|
|
2,883
|
|
||
Deferred income taxes
|
2,934
|
|
|
2,884
|
|
||
Construction obligation
|
437
|
|
|
331
|
|
||
Other noncurrent liabilities
|
771
|
|
|
856
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Common stock, $1.00 par value: 2,000,000,000 shares authorized;
807,611,634 shares issued in 2013 and 2012
|
808
|
|
|
808
|
|
||
Capital in excess of par value
|
1,231
|
|
|
1,210
|
|
||
Retained earnings
|
6,431
|
|
|
5,768
|
|
||
Accumulated other comprehensive income (loss)
|
(3
|
)
|
|
(119
|
)
|
||
Treasury stock, at cost: 107,136,946 and 77,292,145 shares
in 2013 and 2012 respectively
|
(1,131
|
)
|
|
(675
|
)
|
||
Total stockholders' equity
|
7,336
|
|
|
6,992
|
|
||
|
$
|
19,345
|
|
|
$
|
18,596
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING REVENUES:
|
|
|
|
|
|
||||||
Passenger
|
$
|
16,721
|
|
|
$
|
16,093
|
|
|
$
|
14,754
|
|
Freight
|
164
|
|
|
160
|
|
|
139
|
|
|||
Other
|
814
|
|
|
835
|
|
|
765
|
|
|||
Total operating revenues
|
17,699
|
|
|
17,088
|
|
|
15,658
|
|
|||
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||
Salaries, wages, and benefits
|
5,035
|
|
|
4,749
|
|
|
4,371
|
|
|||
Fuel and oil
|
5,763
|
|
|
6,120
|
|
|
5,644
|
|
|||
Maintenance materials and repairs
|
1,080
|
|
|
1,132
|
|
|
955
|
|
|||
Aircraft rentals
|
361
|
|
|
355
|
|
|
308
|
|
|||
Landing fees and other rentals
|
1,103
|
|
|
1,043
|
|
|
959
|
|
|||
Depreciation and amortization
|
867
|
|
|
844
|
|
|
715
|
|
|||
Acquisition and integration
|
86
|
|
|
183
|
|
|
134
|
|
|||
Other operating expenses
|
2,126
|
|
|
2,039
|
|
|
1,879
|
|
|||
Total operating expenses
|
16,421
|
|
|
16,465
|
|
|
14,965
|
|
|||
|
|
|
|
|
|
||||||
OPERATING INCOME
|
1,278
|
|
|
623
|
|
|
693
|
|
|||
|
|
|
|
|
|
||||||
OTHER EXPENSES (INCOME):
|
|
|
|
|
|
|
|
||||
Interest expense
|
131
|
|
|
147
|
|
|
194
|
|
|||
Capitalized interest
|
(24
|
)
|
|
(21
|
)
|
|
(12
|
)
|
|||
Interest income
|
(6
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Other (gains) losses, net
|
(32
|
)
|
|
(181
|
)
|
|
198
|
|
|||
Total other expenses (income)
|
69
|
|
|
(62
|
)
|
|
370
|
|
|||
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
1,209
|
|
|
685
|
|
|
323
|
|
|||
PROVISION FOR INCOME TAXES
|
455
|
|
|
264
|
|
|
145
|
|
|||
NET INCOME
|
$
|
754
|
|
|
$
|
421
|
|
|
$
|
178
|
|
NET INCOME PER SHARE, BASIC
|
$
|
1.06
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
NET INCOME PER SHARE, DILUTED
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
Cash dividends declared per common share
|
$
|
.1300
|
|
|
$
|
.0345
|
|
|
$
|
.0180
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
NET INCOME
|
|
$
|
754
|
|
|
$
|
421
|
|
|
$
|
178
|
|
Unrealized gain on fuel derivative instruments, net of
deferred taxes of $31, $74, and $42
|
|
52
|
|
|
120
|
|
|
67
|
|
|||
Unrealized gain (loss) on interest rate derivative instruments, net of deferred taxes of $19, $0, and ($20)
|
|
31
|
|
|
(1
|
)
|
|
(32
|
)
|
|||
Unrealized gain (loss) on defined benefit plan items, net of deferred taxes of $15, ($11), and $0
|
|
24
|
|
|
(17
|
)
|
|
—
|
|
|||
Other, net of deferred taxes of $7, $3, and $1
|
|
9
|
|
|
3
|
|
|
3
|
|
|||
OTHER COMPREHENSIVE INCOME
|
|
$
|
116
|
|
|
$
|
105
|
|
|
$
|
38
|
|
COMPREHENSIVE INCOME
|
|
$
|
870
|
|
|
$
|
526
|
|
|
$
|
216
|
|
|
|
Year ended December 31, 2013, 2012, and 2011
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Capital in
excess of
par value
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Treasury
stock
|
|
Total
|
||||||||||||
Balance at December 31, 2010
|
|
$
|
808
|
|
|
$
|
1,183
|
|
|
$
|
5,399
|
|
|
$
|
(262
|
)
|
|
$
|
(891
|
)
|
|
$
|
6,237
|
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(225
|
)
|
||||||
Issuance of common and treasury stock pursuant to Employee stock plans
|
|
—
|
|
|
(3
|
)
|
|
(14
|
)
|
|
—
|
|
|
37
|
|
|
20
|
|
||||||
Issuance of stock to acquire AirTran
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
650
|
|
|
523
|
|
||||||
Issuance of stock for conversion of debt
|
|
—
|
|
|
34
|
|
|
(27
|
)
|
|
—
|
|
|
105
|
|
|
112
|
|
||||||
Net tax benefit (expense) of options exercised
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Cash dividends, $.018 per share
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
178
|
|
|
38
|
|
|
—
|
|
|
216
|
|
||||||
Balance at December 31, 2011
|
|
$
|
808
|
|
|
$
|
1,222
|
|
|
$
|
5,395
|
|
|
$
|
(224
|
)
|
|
$
|
(324
|
)
|
|
$
|
6,877
|
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
(400
|
)
|
||||||
Issuance of common and treasury stock pursuant to Employee stock plans
|
|
—
|
|
|
(4
|
)
|
|
(22
|
)
|
|
—
|
|
|
49
|
|
|
23
|
|
||||||
Net tax benefit (expense) of options exercised
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Cash dividends, $.0345 per share
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
421
|
|
|
105
|
|
|
—
|
|
|
526
|
|
||||||
Balance at December 31, 2012
|
|
$
|
808
|
|
|
$
|
1,210
|
|
|
$
|
5,768
|
|
|
$
|
(119
|
)
|
|
$
|
(675
|
)
|
|
$
|
6,992
|
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
(540
|
)
|
||||||
Issuance of common and treasury stock pursuant to Employee stock plans
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
96
|
|
||||||
Net tax benefit (expense) of options exercised
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Cash dividends, $.1300 per share
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
754
|
|
|
116
|
|
|
—
|
|
|
870
|
|
||||||
Balance at December 31, 2013
|
|
$
|
808
|
|
|
$
|
1,231
|
|
|
$
|
6,431
|
|
|
$
|
(3
|
)
|
|
$
|
(1,131
|
)
|
|
$
|
7,336
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
754
|
|
|
$
|
421
|
|
|
$
|
178
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
867
|
|
|
844
|
|
|
715
|
|
|||
Unrealized (gain) loss on fuel derivative instruments
|
(5
|
)
|
|
(189
|
)
|
|
90
|
|
|||
Deferred income taxes
|
50
|
|
|
251
|
|
|
123
|
|
|||
Changes in certain assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts and other receivables
|
(17
|
)
|
|
(33
|
)
|
|
(26
|
)
|
|||
Other assets
|
(46
|
)
|
|
(104
|
)
|
|
(196
|
)
|
|||
Accounts payable and accrued liabilities
|
343
|
|
|
186
|
|
|
253
|
|
|||
Air traffic liability
|
400
|
|
|
334
|
|
|
262
|
|
|||
Cash collateral received from (provided to) derivative counterparties
|
57
|
|
|
233
|
|
|
(195
|
)
|
|||
Other, net
|
74
|
|
|
121
|
|
|
152
|
|
|||
Net cash provided by operating activities
|
2,477
|
|
|
2,064
|
|
|
1,356
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Payment to acquire AirTran, net of AirTran cash on hand
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||
Payments for purchase of property and equipment, net
|
(1,447
|
)
|
|
(1,348
|
)
|
|
(968
|
)
|
|||
Purchases of short-term investments
|
(3,135
|
)
|
|
(2,481
|
)
|
|
(5,362
|
)
|
|||
Proceeds from sales of short-term and other investments
|
3,198
|
|
|
2,996
|
|
|
5,343
|
|
|||
Net cash used in investing activities
|
(1,384
|
)
|
|
(833
|
)
|
|
(1,022
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from Employee stock plans
|
96
|
|
|
27
|
|
|
20
|
|
|||
Proceeds from termination of interest rate derivative instrument
|
—
|
|
|
38
|
|
|
76
|
|
|||
Payments of long-term debt and capital lease obligations
|
(313
|
)
|
|
(578
|
)
|
|
(540
|
)
|
|||
Payments of convertible debt
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||
Payments of cash dividends
|
(71
|
)
|
|
(22
|
)
|
|
(14
|
)
|
|||
Repayment of construction obligation
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(540
|
)
|
|
(400
|
)
|
|
(225
|
)
|
|||
Other, net
|
(18
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|||
Net cash used in financing activities
|
(851
|
)
|
|
(947
|
)
|
|
(766
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
242
|
|
|
284
|
|
|
(432
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
$
|
1,113
|
|
|
$
|
829
|
|
|
$
|
1,261
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
1,355
|
|
|
1,113
|
|
|
829
|
|
|||
CASH PAYMENTS FOR:
|
|
|
|
|
|
||||||
Interest, net of amount capitalized
|
$
|
133
|
|
|
$
|
153
|
|
|
$
|
185
|
|
Income taxes
|
$
|
346
|
|
|
$
|
100
|
|
|
$
|
13
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
|
|
|
|
|
|
||||||
Assets constructed for others
|
$
|
105
|
|
|
$
|
129
|
|
|
$
|
116
|
|
Fair value of equity consideration given to acquire AirTran
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
523
|
|
Fair value of common stock issued for conversion of debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
|
Gross
carrying
amount
(in millions)
|
|
Weighted-average
useful life
(in years)
|
|
Accumulated
amortization
(in millions)
|
||||
Customer relationships/marketing agreements
|
|
$
|
39
|
|
|
9
|
|
$
|
23
|
|
Trademarks/trade names
|
|
36
|
|
|
6
|
|
25
|
|
||
Owned domestic slots
|
|
93
|
|
|
Indefinite
|
|
n/a
|
|
||
Leased domestic slots (1)
|
|
19
|
|
|
39
|
|
4
|
|
||
Noncompete agreements
|
|
5
|
|
|
2
|
|
5
|
|
||
Gate leasehold rights
|
|
60
|
|
|
19
|
|
29
|
|
||
Total
|
|
$
|
252
|
|
|
15
|
|
$
|
86
|
|
|
|
Year ended
December 31,
|
||
(in millions, except per share data)
|
|
2011
|
||
Total operating revenues
|
|
$
|
16,601
|
|
Net income
|
|
160
|
|
|
Net income per share, basic
|
|
0.21
|
|
|
Net income per share, diluted
|
|
0.21
|
|
|
The Boeing Company
737 NG
|
|
|
The Boeing Company
737 MAX
|
|
|
|||||||
|
-700
Firm
Orders
|
|
-800
Firm
Orders
|
Options
|
Additional -700 A/C
|
|
-7
Firm Orders |
-8
Firm Orders |
|
Options
|
|
Total
|
|
2014
|
—
|
|
33
|
—
|
7
|
(2)
|
—
|
—
|
|
—
|
|
40
|
|
2015
|
—
|
|
19
|
—
|
5
|
|
—
|
—
|
|
—
|
|
24
|
|
2016
|
31
|
|
—
|
12
|
—
|
|
—
|
—
|
|
—
|
|
43
|
|
2017
|
15
|
|
—
|
12
|
—
|
|
—
|
14
|
|
—
|
|
41
|
|
2018
|
10
|
|
—
|
12
|
—
|
|
—
|
13
|
|
—
|
|
35
|
|
2019
|
—
|
|
—
|
—
|
—
|
|
15
|
10
|
|
—
|
|
25
|
|
2020
|
—
|
|
—
|
—
|
—
|
|
14
|
22
|
|
—
|
|
36
|
|
2021
|
—
|
|
—
|
—
|
—
|
|
1
|
33
|
|
18
|
|
52
|
|
2022
|
—
|
|
—
|
—
|
—
|
|
—
|
30
|
|
19
|
|
49
|
|
2023
|
—
|
|
—
|
—
|
—
|
|
—
|
24
|
|
23
|
|
47
|
|
2024
|
—
|
|
—
|
—
|
—
|
|
—
|
24
|
|
23
|
|
47
|
|
2025
|
—
|
|
—
|
—
|
—
|
|
—
|
—
|
|
36
|
|
36
|
|
2026
|
—
|
|
—
|
—
|
—
|
|
—
|
—
|
|
36
|
|
36
|
|
2027
|
—
|
|
—
|
—
|
—
|
|
—
|
—
|
|
36
|
|
36
|
|
Total
|
56
|
(1)
|
52
|
36
|
12
|
|
30
|
170
|
(3)
|
191
|
|
547
|
|
(in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Derivative contracts
|
|
$
|
145
|
|
|
$
|
306
|
|
Intangible assets
|
|
166
|
|
|
138
|
|
||
Non-current investments
|
|
44
|
|
|
41
|
|
||
Other
|
|
175
|
|
|
148
|
|
||
Other assets
|
|
$
|
530
|
|
|
$
|
633
|
|
(in millions)
|
|
December 31,2013
|
|
December 31, 2012
|
||||
Accounts payable trade
|
|
$
|
189
|
|
|
$
|
174
|
|
Salaries payable
|
|
156
|
|
|
148
|
|
||
Taxes payable
|
|
146
|
|
|
128
|
|
||
Aircraft maintenance payable
|
|
331
|
|
|
299
|
|
||
Fuel payable
|
|
102
|
|
|
112
|
|
||
Other payable
|
|
323
|
|
|
246
|
|
||
Accounts payable
|
|
$
|
1,247
|
|
|
$
|
1,107
|
|
(in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Profitsharing and savings plans
|
|
$
|
244
|
|
|
$
|
135
|
|
Aircraft and other lease related obligations
|
|
173
|
|
|
139
|
|
||
Vacation pay
|
|
278
|
|
|
270
|
|
||
Health
|
|
73
|
|
|
70
|
|
||
Derivative contracts
|
|
12
|
|
|
50
|
|
||
Workers compensation
|
|
161
|
|
|
159
|
|
||
Accrued taxes
|
|
65
|
|
|
67
|
|
||
Other
|
|
223
|
|
|
212
|
|
||
Accrued liabilities
|
|
$
|
1,229
|
|
|
$
|
1,102
|
|
(in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Postretirement obligation
|
|
$
|
138
|
|
|
$
|
148
|
|
Non-current lease-related obligations
|
|
290
|
|
|
376
|
|
||
Other deferred compensation
|
|
163
|
|
|
141
|
|
||
Deferred gains from sale and leaseback of aircraft
|
|
65
|
|
|
63
|
|
||
Other
|
|
115
|
|
|
128
|
|
||
Other non-current liabilities
|
|
$
|
771
|
|
|
$
|
856
|
|
(in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
5.25% Notes due 2014
|
|
$
|
357
|
|
|
$
|
366
|
|
5.75% Notes due 2016
|
|
320
|
|
|
331
|
|
||
5.25% Convertible Senior Notes due 2016
|
|
115
|
|
|
117
|
|
||
5.125% Notes due 2017
|
|
322
|
|
|
329
|
|
||
Fixed-rate 717 Aircraft Notes payable through 2017—10.37%
|
|
41
|
|
|
57
|
|
||
French Credit Agreements due 2018—1.05%
|
|
46
|
|
|
56
|
|
||
Fixed-rate 737 Aircraft Notes payable through 2018—7.02%
|
|
30
|
|
|
36
|
|
||
Term Loan Agreement due 2019—6.315%
|
|
210
|
|
|
241
|
|
||
Term Loan Agreement due 2019—6.84%
|
|
85
|
|
|
95
|
|
||
Term Loan Agreement due 2020—5.223%
|
|
413
|
|
|
451
|
|
||
Floating-rate 737 Aircraft Notes payable through 2020
|
|
340
|
|
|
527
|
|
||
Pass Through Certificates due 2022—6.24%
|
|
371
|
|
|
394
|
|
||
7.375% Debentures due 2027
|
|
136
|
|
|
138
|
|
||
Capital leases (Note 8)
|
|
56
|
|
|
37
|
|
||
|
|
$
|
2,842
|
|
|
$
|
3,175
|
|
Less current maturities
|
|
629
|
|
|
271
|
|
||
Less debt discount and issuance costs
|
|
22
|
|
|
21
|
|
||
|
|
$
|
2,191
|
|
|
$
|
2,883
|
|
(in millions)
|
|
2013
|
|
2012
|
||||
Flight equipment
|
|
$
|
69
|
|
|
$
|
45
|
|
Less: accumulated amortization
|
|
12
|
|
|
8
|
|
||
|
|
$
|
57
|
|
|
$
|
37
|
|
(in millions)
|
|
Capital
leases
|
|
Operating
leases*
|
|
Subleases
|
|
Operating
leases, net
|
||||||||
2014
|
|
$
|
8
|
|
|
$
|
689
|
|
|
$
|
(52
|
)
|
|
$
|
637
|
|
2015
|
|
8
|
|
|
655
|
|
|
(90
|
)
|
|
565
|
|
||||
2016
|
|
8
|
|
|
544
|
|
|
(106
|
)
|
|
438
|
|
||||
2017
|
|
8
|
|
|
516
|
|
|
(106
|
)
|
|
410
|
|
||||
2018
|
|
8
|
|
|
429
|
|
|
(102
|
)
|
|
327
|
|
||||
Thereafter
|
|
29
|
|
|
1,755
|
|
|
(242
|
)
|
|
1,513
|
|
||||
Total minimum lease payments
|
|
69
|
|
|
$
|
4,588
|
|
|
$
|
(698
|
)
|
|
$
|
3,890
|
|
|
Less amount representing interest
|
|
13
|
|
|
|
|
|
|
|
|||||||
Present value of minimum lease payments
|
|
56
|
|
|
|
|
|
|
|
|||||||
Less current portion
|
|
6
|
|
|
|
|
|
|
|
|||||||
Long-term portion
|
|
$
|
50
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
NUMERATOR:
|
|
|
|
|
|
||||||
Net income
|
$
|
754
|
|
|
$
|
421
|
|
|
$
|
178
|
|
Incremental income effect of
interest on 5.25% convertible notes
|
3
|
|
|
3
|
|
|
—
|
|
|||
Net income after assumed conversion
|
$
|
757
|
|
|
$
|
424
|
|
|
$
|
178
|
|
|
|
|
|
|
|
||||||
DENOMINATOR:
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding, basic
|
710
|
|
|
750
|
|
|
774
|
|
|||
Dilutive effect of Employee stock options and
restricted stock units
|
2
|
|
|
1
|
|
|
1
|
|
|||
Dilutive effect of 5.25% convertible notes
|
6
|
|
|
6
|
|
|
—
|
|
|||
Adjusted weighted-average shares outstanding, diluted
|
718
|
|
|
757
|
|
|
775
|
|
|||
|
|
|
|
|
|
||||||
NET INCOME PER SHARE:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.06
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
Diluted
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
||||||
Potentially dilutive amounts excluded from calculations:
|
|
|
|
|
|
|
|
||||
Stock options and restricted stock units
|
9
|
|
|
35
|
|
|
48
|
|
|||
5.25% convertible notes
|
—
|
|
|
—
|
|
|
6
|
|
|
|
Fuel hedged as of
|
|
|
|
|
|
December 31, 2013
|
|
Derivative underlying commodity type as of
|
|
Period (by year)
|
|
(gallons in millions)
(a)
|
|
December 31, 2013
|
|
2014
|
|
764
|
|
|
WTI crude, Brent crude oil, GC Jet Fuel
|
2015
|
|
1,156
|
|
|
WTI crude and Brent crude oil
|
2016
|
|
977
|
|
|
Brent crude oil
|
2017
|
|
933
|
|
|
WTI crude and Brent crude oil
|
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
Balance Sheet
|
|
Fair value at
|
|
Fair value at
|
|
Fair value at
|
|
Fair value at
|
||||||||
(in millions)
|
|
location
|
|
12/31/2013
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2012
|
||||||||
Derivatives designated as hedges*
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel derivative contracts (gross)
|
|
Prepaid expenses and other current assets
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel derivative contracts (gross)
|
|
Other assets
|
|
209
|
|
|
355
|
|
|
1
|
|
|
16
|
|
||||
Fuel derivative contracts (gross)
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fuel derivative contracts (gross)
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivative contracts
|
|
Other assets
|
|
20
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivative contracts
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivative contracts
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
77
|
|
|
126
|
|
||||
Total derivatives designated as hedges
|
|
$
|
303
|
|
|
$
|
386
|
|
|
$
|
78
|
|
|
$
|
142
|
|
||
Derivatives not designated as hedges*
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel derivative contracts (gross)
|
|
Prepaid expenses and other current assets
|
|
$
|
175
|
|
|
$
|
375
|
|
|
$
|
182
|
|
|
$
|
327
|
|
Fuel derivative contracts (gross)
|
|
Other assets
|
|
16
|
|
|
233
|
|
|
99
|
|
|
351
|
|
||||
Fuel derivative contracts (gross)
|
|
Accrued liabilities
|
|
9
|
|
|
10
|
|
|
21
|
|
|
60
|
|
||||
Fuel derivative contracts (gross)
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedges
|
|
|
|
$
|
200
|
|
|
$
|
618
|
|
|
$
|
302
|
|
|
$
|
738
|
|
Total derivatives
|
|
|
|
$
|
503
|
|
|
$
|
1,004
|
|
|
$
|
380
|
|
|
$
|
880
|
|
|
|
Balance Sheet
|
|
December 31,
|
|
December 31,
|
||
(in millions)
|
|
location
|
|
2013
|
|
2012
|
||
Cash collateral deposits provided to counterparties for interest
rate contracts - noncurrent
|
|
Offset against Other noncurrent liabilities
|
|
32
|
|
|
89
|
|
Receivable from third parties for fuel contracts - current
|
|
Accounts and other receivables
|
|
57
|
|
|
—
|
|
Receivable from third parties for fuel contracts - noncurrent
|
|
Other assets
|
|
—
|
|
|
54
|
|
Prepaid settlements for fuel contracts - current
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
15
|
|
|
Counterparty (CP)
|
|
|
||||||||||||||||||||||||
(in millions)
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
|
Other
(a)
|
|
Total
|
||||||||||||||
Fair value of fuel derivatives
|
$
|
27
|
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
24
|
|
|
$
|
26
|
|
|
$
|
20
|
|
|
$
|
180
|
|
Cash collateral held (by) CP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Aircraft collateral pledged to CP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Letters of credit (LC)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Option to substitute LC for aircraft
|
(250) to (650)(d)
|
|
(100) to (500)(d)
|
|
N/A
|
|
(250) to (650) (d)
|
|
N/A
|
|
|
|
|
||||||||||||||
Option to substitute LC for cash
|
N/A
|
|
>(500)
|
|
(100) to (150)(e)
|
|
(50) to (250) or >(650)(d)
|
|
N/A
|
|
|
|
|
||||||||||||||
If credit rating is investment
grade, fair value of fuel
derivative level at which:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash is provided to CP
|
(50) to (250) or >(650)
|
|
(50) to (100) or >(500)
|
|
>(50)
|
|
(50) to (250) or >(650)
|
|
>(50)
|
|
|
|
|
||||||||||||||
Cash is received from CP
|
>50
|
|
>150
|
|
>175(c)
|
|
>200
|
|
>30
|
|
|
|
|
||||||||||||||
Aircraft or cash can be pledged to
CP as collateral
|
(250) to (650)(d)
|
|
(100) to (500) (d)
|
|
N/A
|
|
(250) to (650) (d)
|
|
N/A
|
|
|
|
|
||||||||||||||
If credit rating is non-investment
grade, fair value of fuel derivative
level at which:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash is provided to CP
|
(0) to (250) or >(650)
|
|
(0) to (100) or >(500)
|
|
(b)
|
|
(0) to (250) or >(650)
|
|
(b)
|
|
|
|
|
||||||||||||||
Cash is received from CP
|
(b)
|
|
(b)
|
|
(b)
|
|
(b)
|
|
(b)
|
|
|
|
|
||||||||||||||
Aircraft can be pledged to CP as
collateral
|
(250) to (650)
|
|
(100) to (500)
|
|
N/A
|
|
(250) to (650)
|
|
N/A
|
|
|
|
|
|
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
|
|
|
Quoted prices in
active markets
for identical assets
|
|
Significant
other observable
inputs
|
|
Significant
unobservable
inputs
|
||||||||
Description
|
|
December 31, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets
|
|
(in millions)
|
||||||||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (a)
|
|
$
|
992
|
|
|
$
|
992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
280
|
|
|
—
|
|
|
280
|
|
|
—
|
|
||||
Certificates of deposit
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Eurodollar Time Deposits
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Treasury bills
|
|
1,570
|
|
|
1,570
|
|
|
—
|
|
|
—
|
|
||||
Certificates of deposit
|
|
227
|
|
|
—
|
|
|
227
|
|
|
—
|
|
||||
Noncurrent investments (b)
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Interest rate derivatives (see Note 10)
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Fuel derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Swap contracts (c)
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Option contracts (c)
|
|
458
|
|
|
—
|
|
|
—
|
|
|
458
|
|
||||
Option contracts (d)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Other available-for-sale securities
|
|
63
|
|
|
58
|
|
|
—
|
|
|
5
|
|
||||
Total assets
|
|
$
|
3,757
|
|
|
$
|
2,620
|
|
|
$
|
626
|
|
|
$
|
511
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Fuel derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Swap contracts (c)
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
Option contracts (c)
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
||||
Option contracts (d)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||
Interest rate derivatives (see Note 10)
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
||||
Deferred compensation
|
|
(158
|
)
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
(538
|
)
|
|
$
|
(158
|
)
|
|
$
|
(85
|
)
|
|
$
|
(295
|
)
|
|
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
|
|
|
Quoted prices in
active markets
for identical assets
|
|
Significant
other observable
inputs
|
|
Significant
unobservable
inputs
|
||||||||
Description
|
|
December 31, 2012
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets
|
|
(in millions)
|
||||||||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (a)
|
|
$
|
829
|
|
|
$
|
829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
170
|
|
|
—
|
|
|
170
|
|
|
—
|
|
||||
Certificates of deposit
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Eurodollar Time Deposits
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Treasury bills
|
|
1,624
|
|
|
1,624
|
|
|
—
|
|
|
—
|
|
||||
Certificates of deposit
|
|
233
|
|
|
—
|
|
|
233
|
|
|
—
|
|
||||
Noncurrent investments (b)
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||
Interest rate derivatives (see Note 10)
|
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Fuel derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Swap contracts (c)
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
||||
Option contracts (c)
|
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
||||
Option contracts (d)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Other available-for-sale securities
|
|
49
|
|
|
44
|
|
|
—
|
|
|
5
|
|
||||
Total assets
|
|
$
|
4,059
|
|
|
$
|
2,497
|
|
|
$
|
661
|
|
|
$
|
901
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Fuel derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Swap contracts (c)
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
Option contracts (c)
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
||||
Swap contracts (d)
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
||||
Option contracts (d)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Interest rate derivatives (see Note 10)
|
|
(126
|
)
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
||||
Deferred Compensation
|
|
(137
|
)
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
(1,017
|
)
|
|
$
|
(137
|
)
|
|
$
|
(239
|
)
|
|
$
|
(641
|
)
|
|
Fair value measurements using significant
unobservable inputs (Level 3)
|
||||||||||||||
|
Fuel
|
|
Auction rate
|
|
Other
|
|
|
||||||||
(in millions)
|
derivatives
|
|
securities
|
|
securities
|
|
Total
|
||||||||
Balance at December 31, 2012
|
$
|
219
|
|
|
$
|
36
|
|
|
$
|
5
|
|
|
$
|
260
|
|
Total gains or (losses) (realized or unrealized)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Included in earnings
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||
Included in other comprehensive income
|
(107
|
)
|
|
3
|
|
|
—
|
|
|
(104
|
)
|
||||
Purchases
|
357
|
|
(a)
|
—
|
|
|
—
|
|
|
357
|
|
||||
Sales
|
(417
|
)
|
(a)
|
—
|
|
|
—
|
|
|
(417
|
)
|
||||
Settlements
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||
Balance at December 31, 2013
|
$
|
172
|
|
|
$
|
39
|
|
(b)
|
$
|
5
|
|
|
$
|
216
|
|
The amount of total gains for the period
included in earnings attributable to the
change in unrealized gains or losses relating
to assets still held at December 31, 2013
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
Fair value measurements using significant
unobservable inputs (Level 3)
|
||||||||||||||
|
Fuel
|
|
Auction rate
|
|
Other
|
|
|
||||||||
(in millions)
|
derivatives
|
|
securities
|
|
securities
|
|
Total
|
||||||||
Balance at December 31, 2011
|
$
|
417
|
|
|
$
|
67
|
|
|
$
|
5
|
|
|
$
|
489
|
|
Total gains or (losses) (realized or unrealized)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Included in earnings
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||
Included in other comprehensive income
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Purchases
|
1,003
|
|
(a)
|
—
|
|
|
—
|
|
|
1,003
|
|
||||
Sales
|
(1,081
|
)
|
(a)
|
(31
|
)
|
|
—
|
|
|
(1,112
|
)
|
||||
Settlements
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||
Balance at December 31, 2012
|
$
|
219
|
|
|
$
|
36
|
|
(b)
|
$
|
5
|
|
|
$
|
260
|
|
The amount of total gains for the period
included in earnings attributable to the
change in unrealized gains or losses relating
to assets still held at December 31, 2012
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
(in millions)
|
Carrying value
|
|
Estimated fair value
|
|
Fair value level hierarchy
|
||||
5.25% Notes due 2014
|
$
|
357
|
|
|
$
|
362
|
|
|
Level 2
|
5.75% Notes due 2016
|
320
|
|
|
354
|
|
|
Level 2
|
||
5.25% Convertible Senior Notes due 2016
|
115
|
|
|
178
|
|
|
Level 2
|
||
5.125% Notes due 2017
|
322
|
|
|
346
|
|
|
Level 2
|
||
Fixed-rate 717 Aircraft Notes payable through 2017 - 10.37%
|
41
|
|
|
39
|
|
|
Level 2
|
||
French Credit Agreements due 2018 - 1.05%
|
46
|
|
|
46
|
|
|
Level 3
|
||
Fixed-rate 737 Aircraft Notes payable through 2018 - 7.02%
|
30
|
|
|
31
|
|
|
Level 3
|
||
Term Loan Agreement due 2019 - 6.315%
|
210
|
|
|
213
|
|
|
Level 3
|
||
Term Loan Agreement due 2019 - 6.84%
|
85
|
|
|
90
|
|
|
Level 3
|
||
Term Loan Agreement due 2020 - 5.223%
|
413
|
|
|
388
|
|
|
Level 3
|
||
Floating-rate 737 Aircraft Notes payable through 2020
|
340
|
|
|
335
|
|
|
Level 3
|
||
Pass Through Certificates due 2022 - 6.24%
|
371
|
|
|
418
|
|
|
Level 2
|
||
7.375% Debentures due 2027
|
136
|
|
|
146
|
|
|
Level 2
|
(in millions)
|
Fuel derivatives
|
|
Interest rate derivatives
|
|
Defined benefit plan items
|
|
Other
|
|
Deferred tax impact
|
|
Accumulated other
comprehensive income (loss) |
||||||||||||
Balance at December 31, 2011
|
$
|
(297
|
)
|
|
$
|
(107
|
)
|
|
$
|
54
|
|
|
$
|
(14
|
)
|
|
$
|
140
|
|
|
$
|
(224
|
)
|
2012 changes in fair value
|
31
|
|
|
(27
|
)
|
|
(28
|
)
|
|
6
|
|
|
(73
|
)
|
|
(91
|
)
|
||||||
Reclassification to earnings
|
163
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
196
|
|
||||||
Balance at December 31, 2012
|
$
|
(103
|
)
|
|
$
|
(108
|
)
|
|
$
|
26
|
|
|
$
|
(8
|
)
|
|
$
|
74
|
|
|
$
|
(119
|
)
|
2013 changes in fair value
|
(82
|
)
|
|
22
|
|
|
39
|
|
|
16
|
|
|
—
|
|
|
(5
|
)
|
||||||
Reclassification to earnings
|
165
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(72)
|
|
|
121
|
|
||||||
Balance at December 31, 2013
|
$
|
(20
|
)
|
|
$
|
(58
|
)
|
|
$
|
65
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
Year ended December 31, 2013
|
||||||
(in millions)
|
|
Amounts reclassified from AOCI
|
|
Affected line item in the Consolidated Statement of Comprehensive Income
|
||
AOCI components
|
|
|
||||
Unrealized gain on fuel derivative instruments
|
|
$
|
165
|
|
|
Fuel and oil expense
|
|
|
62
|
|
|
Less: Tax Expense
|
|
|
|
$
|
103
|
|
|
Net of tax
|
Unrealized gain on interest rate derivative instruments
|
|
$
|
28
|
|
|
Interest expense
|
|
|
10
|
|
|
Less: Tax Expense
|
|
|
|
$
|
18
|
|
|
Net of tax
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
121
|
|
|
Net of tax
|
|
|
RESTRICTED STOCK UNITS
|
|||||
|
|
Units (000)
|
|
Wtd. Average
Fair Value
|
|||
Outstanding December 31, 2010
|
|
990
|
|
|
$
|
12.28
|
|
Granted
|
|
1,007
|
|
|
12.27
|
|
|
Vested
|
|
(327
|
)
|
|
12.28
|
|
|
Surrendered
|
|
(30
|
)
|
|
12.28
|
|
|
Outstanding December 31, 2011
|
|
1,640
|
|
|
12.27
|
|
|
Granted
|
|
1,939
|
|
|
8.21
|
|
|
Vested
|
|
(644
|
)
|
|
12.27
|
|
|
Surrendered
|
|
(59
|
)
|
|
10.54
|
|
|
Outstanding December 31, 2012
|
|
2,876
|
|
|
9.57
|
|
|
Granted
|
|
1,139
|
|
|
14.34
|
|
|
Vested
|
|
(1,263
|
)
|
|
10.24
|
|
|
Surrendered
|
|
(168
|
)
|
|
9.11
|
|
|
Outstanding December 31, 2013
|
|
2,584
|
|
|
$
|
11.38
|
|
|
|
STOCK OPTION PLANS
|
|||||||||||
|
|
Options
(000)
|
|
Wtd.
average
exercise
price
|
|
Wtd.
average
remaining
contractual
term
|
|
Aggregate
intrinsic
value
(millions)
|
|||||
Outstanding December 31, 2010
|
|
50,982
|
|
|
$
|
14.68
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(181
|
)
|
|
7.74
|
|
|
|
|
|
|||
Surrendered
|
|
(3,477
|
)
|
|
17.38
|
|
|
|
|
|
|||
Outstanding December 31, 2011
|
|
47,324
|
|
|
$
|
14.51
|
|
|
|
|
|
||
Granted
|
|
6
|
|
|
9.00
|
|
|
|
|
|
|||
Exercised
|
|
(573
|
)
|
|
8.00
|
|
|
|
|
|
|||
Surrendered
|
|
(27,847
|
)
|
|
14.85
|
|
|
|
|
|
|||
Outstanding December 31, 2012
|
|
18,910
|
|
|
$
|
14.19
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(6,633
|
)
|
|
13.31
|
|
|
|
|
|
|||
Surrendered
|
|
(3,116
|
)
|
|
14.94
|
|
|
|
|
|
|||
Outstanding December 31, 2013
|
|
9,161
|
|
|
$
|
14.58
|
|
|
1.9
|
|
$
|
39
|
|
Vested or expected to vest at December 31, 2013
|
|
9,137
|
|
|
$
|
14.58
|
|
|
1.9
|
|
$
|
39
|
|
Exercisable at December 31, 2013
|
|
8,689
|
|
|
$
|
14.49
|
|
|
1.9
|
|
$
|
38
|
|
(in millions)
|
|
2013
|
|
2012
|
||||
APBO at beginning of period
|
|
$
|
148
|
|
|
$
|
107
|
|
Service cost
|
|
30
|
|
|
20
|
|
||
Interest cost
|
|
4
|
|
|
4
|
|
||
Benefits paid
|
|
(3
|
)
|
|
(5
|
)
|
||
Credit for prior service
|
|
—
|
|
|
17
|
|
||
Actuarial (gain)/loss
|
|
(41
|
)
|
|
5
|
|
||
APBO at end of period
|
|
$
|
138
|
|
|
$
|
148
|
|
(in millions)
|
|
1% increase
|
|
1% decrease
|
||||
Increase (decrease) in total service and interest costs
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
Increase (decrease) in the APBO
|
|
$
|
19
|
|
|
$
|
(16
|
)
|
(in millions)
|
|
2013
|
|
2012
|
||||
Funded status
|
|
$
|
(138
|
)
|
|
$
|
(148
|
)
|
Unrecognized net actuarial gain
|
|
(80
|
)
|
|
(44
|
)
|
||
Unrecognized prior service cost
|
|
15
|
|
|
18
|
|
||
Accumulated other comprehensive income
|
|
65
|
|
|
26
|
|
||
Cost recognized on Consolidated Balance Sheet
|
|
$
|
(138
|
)
|
|
$
|
(148
|
)
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
|
$
|
30
|
|
|
$
|
20
|
|
|
$
|
17
|
|
Interest cost
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Amortization of prior service cost
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Recognized actuarial gain
|
|
(4
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Net periodic postretirement benefit cost
|
|
$
|
33
|
|
|
$
|
19
|
|
|
$
|
15
|
|
|
|
2013 (2)
|
|
2012 (2)
|
|
2011
|
|||
Wtd-average discount rate
|
|
5.05
|
%
|
|
2.90
|
%
|
|
4.05
|
%
|
Assumed healthcare cost trend rate (1)
|
|
7.50
|
%
|
|
8.00
|
%
|
|
7.50
|
%
|
(1)
|
The assumed healthcare cost trend rate is assumed to remain at
7.5%
for
2014
, then decline gradually to
5.0%
by
2024
and remain level thereafter.
|
(2)
|
Includes AirTran plans.
|
(in millions)
|
|
2013
|
|
2012
|
||||
DEFERRED TAX LIABILITIES:
|
|
|
|
|
||||
Accelerated depreciation
|
|
$
|
4,069
|
|
|
$
|
3,939
|
|
Fuel derivative instruments
|
|
36
|
|
|
33
|
|
||
Other
|
|
84
|
|
|
70
|
|
||
Total deferred tax liabilities
|
|
4,189
|
|
|
4,042
|
|
||
DEFERRED TAX ASSETS:
|
|
|
|
|
||||
Fuel derivative instruments
|
|
8
|
|
|
40
|
|
||
Deferred gains from sale and leaseback of aircraft
|
|
24
|
|
|
24
|
|
||
Capital and operating leases
|
|
163
|
|
|
179
|
|
||
Construction obligation
|
|
168
|
|
|
127
|
|
||
Accrued engine maintenance
|
|
90
|
|
|
84
|
|
||
Accrued employee benefits
|
|
307
|
|
|
281
|
|
||
State taxes
|
|
74
|
|
|
77
|
|
||
Business partner income
|
|
457
|
|
|
339
|
|
||
Net operating losses and credit carryforwards
|
|
14
|
|
|
83
|
|
||
Other
|
|
118
|
|
|
170
|
|
||
Total deferred tax assets
|
|
1,423
|
|
|
1,404
|
|
||
Net deferred tax liability
|
|
$
|
2,766
|
|
|
$
|
2,638
|
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
CURRENT:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
355
|
|
|
$
|
(45
|
)
|
|
$
|
4
|
|
State
|
|
44
|
|
|
12
|
|
|
13
|
|
|||
Total current
|
|
399
|
|
|
(33
|
)
|
|
17
|
|
|||
DEFERRED:
|
|
|
|
|
|
|
||||||
Federal
|
|
62
|
|
|
287
|
|
|
122
|
|
|||
State
|
|
(6
|
)
|
|
10
|
|
|
6
|
|
|||
Total deferred
|
|
56
|
|
|
297
|
|
|
128
|
|
|||
|
|
$
|
455
|
|
|
$
|
264
|
|
|
$
|
145
|
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Tax at statutory U.S. tax rates
|
|
$
|
423
|
|
|
$
|
240
|
|
|
$
|
114
|
|
Nondeductible items
|
|
10
|
|
|
10
|
|
|
13
|
|
|||
State income taxes, net of federal benefit
|
|
25
|
|
|
14
|
|
|
13
|
|
|||
Other, net
|
|
(3
|
)
|
|
—
|
|
|
5
|
|
|||
Total income tax provision
|
|
$
|
455
|
|
|
$
|
264
|
|
|
$
|
145
|
|
|
|
THREE MONTHS ENDED
|
||||||||||||||
(in millions except per share amounts)
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
4,084
|
|
|
$
|
4,643
|
|
|
$
|
4,545
|
|
|
$
|
4,428
|
|
Operating income
|
|
70
|
|
|
433
|
|
|
390
|
|
|
386
|
|
||||
Income before income taxes
|
|
94
|
|
|
363
|
|
|
419
|
|
|
334
|
|
||||
Net income
|
|
59
|
|
|
224
|
|
|
259
|
|
|
212
|
|
||||
Net income per share, basic
|
|
0.08
|
|
|
0.31
|
|
|
0.37
|
|
|
0.30
|
|
||||
Net income per share, diluted
|
|
0.08
|
|
|
0.31
|
|
|
0.37
|
|
|
0.30
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
3,991
|
|
|
$
|
4,616
|
|
|
$
|
4,309
|
|
|
$
|
4,173
|
|
Operating income
|
|
22
|
|
|
460
|
|
|
51
|
|
|
91
|
|
||||
Income (loss) before income taxes
|
|
159
|
|
|
368
|
|
|
33
|
|
|
125
|
|
||||
Net income (loss)
|
|
98
|
|
|
228
|
|
|
16
|
|
|
78
|
|
||||
Net income (loss) per share, basic
|
|
0.13
|
|
|
0.30
|
|
|
0.02
|
|
|
0.11
|
|
||||
Net income (loss) per share, diluted
|
|
0.13
|
|
|
0.30
|
|
|
0.02
|
|
|
0.11
|
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants, and
Rights
(a)
|
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and
Rights*
(b)
|
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(c)
|
|
|||||||
Equity Compensation Plans Approved by Security Holders
|
|
9,611,722
|
|
(1
|
)
|
|
$
|
15.02
|
|
(2
|
)
|
|
21,506,906
|
|
(3
|
)
|
Equity Compensation Plans not Approved by Security Holders
|
|
2,134,009
|
|
|
|
$
|
13.13
|
|
|
|
—
|
|
|
|||
Total
|
|
11,745,731
|
|
|
|
$
|
14.58
|
|
(2
|
)
|
|
21,506,906
|
|
|
(1)
|
Includes
7,027,378
shares of common stock issuable upon exercise of outstanding stock options and
2,584,344
restricted share units settleable in shares of the Company’s common stock.
|
(2)
|
The weighted-average exercise price does not take into account the restricted share units discussed in footnote (1) above because the restricted share units do not have an exercise price upon vesting.
|
(3)
|
Of these shares, (i)
11,382,155
shares remained available for issuance under the Company’s tax-qualified employee stock purchase plan; and (ii)
10,124,751
shares remained available for issuance under the Company’s 2007 Equity Incentive Plan in connection with the exercise of stock options and stock appreciation rights, the settlement of awards of restricted stock, restricted stock units, and phantom shares, and the grant of unrestricted shares of common stock; however, no more than
721,983
shares remain available for grant in connection with awards of unrestricted shares of common stock, stock-settled phantom shares, and awards to non-Employee members of the Board. These shares are in addition to the shares reserved for issuance pursuant to outstanding awards included in column (a).
|
3.1
|
|
Restated Certificate of Formation of the Company, effective May 18, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 1-7259)).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, effective November 19, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 19, 2009 (File No. 1-7259)).
|
|
|
|
4.1
|
|
Specimen certificate representing common stock of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-7259)).
|
|
|
|
4.2
|
|
Indenture dated as of February 14, 2005, between the Company and The Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 14, 2005 (File No. 1-7259)).
|
|
|
|
4.3
|
|
Indenture dated as of September 17, 2004, between the Company and Wells Fargo Bank, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed October 30, 2002 (File No. 333-100861)).
|
|
|
|
4.4
|
|
Indenture dated as of February 25, 1997, between the Company and U.S. Trust Company of Texas, N.A. (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-7259)).
|
|
|
|
|
|
The Company is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10 percent of its total consolidated assets. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.
|
|
|
|
10.1
|
|
Purchase Agreement No. 1810, dated January 19, 1994, between The Boeing Company and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7259)); Supplemental Agreement No. 1 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-7259)); Supplemental Agreements Nos. 2, 3, and 4 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-7259)); Supplemental Agreements Nos. 5, 6, and 7 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-7259)); Supplemental Agreements Nos. 8, 9, and 10 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended
|
|
|
December 31, 1999 (File No. 1-7259)); Supplemental Agreements Nos. 11, 12, 13, and 14 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-7259)); Supplemental Agreements Nos. 15, 16, 17, 18, and 19 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-7259)); Supplemental Agreements Nos. 20, 21, 22, 23, and 24 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-7259)); Supplemental Agreements Nos. 25, 26, 27, 28, and 29 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-7259)); Supplemental Agreements Nos. 30, 31, 32, and 33 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-7259)); Supplemental Agreements Nos. 34, 35, 36, 37, and 38 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-7259)); Supplemental Agreements Nos. 39 and 40 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-7259)); Supplemental Agreement No. 41 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-7259)); Supplemental Agreements Nos. 42, 43, and 44 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-7259)); Supplemental Agreement No. 45 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 1-7259)); Supplemental Agreements Nos. 46 and 47 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 1-7259)); Supplemental Agreement No. 48 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 1-7259)); Supplemental Agreements Nos. 49 and 50 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 1-7259)); Supplemental Agreement No. 51 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-7259)); Supplemental Agreement No. 52 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-7259)); Supplemental Agreement No. 53 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 1-7259)); Supplemental Agreements Nos. 54 and 55 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (File No. 1-7259)); Supplemental Agreement No. 56 (incorporated by reference to Exhibit 10.1 to Southwest’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)); Supplemental Agreements Nos. 57, 58, and 59 (incorporated by reference to Exhibits 10.1, 10.2, and 10.3, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-7259)); Supplemental Agreement No. 60 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-7259)); Supplemental Agreement No. 61 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-7259)); Supplemental Agreements Nos. 62 and 63 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-7259)); Supplemental Agreement No. 64 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 65 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-7259)); Supplemental Agreement No. 66 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259)); Supplemental Agreement No. 67 (incorporated by reference to Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 68 (incorporated by reference to Exhibit 10.1(b) to the Company’s
|
10.10
|
|
Southwest Airlines Co. LUV 2000 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed January 12, 2001 (File No. 333-53610)). (2)
|
|
|
|
10.11
|
|
Southwest Airlines Co. 2002 SWAPA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed August 27, 2002 (File No. 333-98761)).
|
|
|
|
10.12
|
|
Southwest Airlines Co. 2002 Bonus SWAPA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed August 27, 2002 (File No. 333-98761)).
|
|
|
|
10.13
|
|
Southwest Airlines Co. 2002 SWAPIA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed October 30, 2002 (File No. 333-100862)).
|
|
|
|
10.14
|
|
Southwest Airlines Co. 2002 Mechanics Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed October 30, 2002 (File No. 333-100862)).
|
|
|
|
10.15
|
|
Southwest Airlines Co. 2002 Ramp, Operations, Provisioning and Freight Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-7259)).
|
|
|
|
10.16
|
|
Southwest Airlines Co. 2002 Customer Service/Reservations Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-7259)); Amendment No. 1 to the Company’s 2002 Customer Service/Reservations Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed April 2, 2003
(File No. 333-104245)).
|
|
|
|
10.17
|
|
Southwest Airlines Co. 2003 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-7259)). (2)
|
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10.18
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|
Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 1-7259)). (2)
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10.19
|
|
Southwest Airlines Co. 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Stock Option Grant (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)). (2)
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10.20
|
|
Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
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10.21
|
|
Amendment No. 1 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
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10.22
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|
Amendment No. 2 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
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10.23
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|
Amended and Restated Southwest Airlines Co. 2005 Excess Benefit Plan (as amended and restated effective for plan years beginning on and after January 1, 2009) (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
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10.24
|
|
Form of Indemnification Agreement between the Company and its Directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 15, 2009 (File No. 1-7259)).
|
10.25
|
|
Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-7259)). (2)
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10.26
|
|
$1,000,000,000 Revolving Credit Facility Agreement among the Company, The Banks Party thereto, Morgan Stanley Senior Funding, Inc., as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Wells Fargo Bank, N.A., as Documentation Agents, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Co-Administrative Agents, and Citibank, N.A., as Paying Agent, dated as of April 2, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 2, 2013 (File No. 1-7259)).
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10.27
|
|
Purchase Agreement No. 3729 and Aircraft General Terms Agreement, dated December 13, 2011, between The Boeing Company and the Company (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-7259)); Supplemental Agreements Nos. 1 and 2 (incorporated by reference to Exhibits 10.3 and 10.4, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-7259)). (1)
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10.27(a)
|
|
Supplemental Agreement No. 3 to Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company. (1)
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10.28
|
|
Southwest Airlines Co. Senior Executive Short Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 30, 2013 (File No. 1-7259)). (2)
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21
|
|
Subsidiaries of the Company.
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23
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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|
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31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
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|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. (3)
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|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
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.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
|
SOUTHWEST AIRLINES CO.
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February 3, 2014
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By
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/s/ Tammy Romo
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Tammy Romo
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Senior Vice President Finance & Chief Financial Officer
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(On behalf of the Registrant and in
|
|
|
her capacity as Principal Financial
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|
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& Accounting Officer)
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Signature
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Title
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/s/ GARY C. KELLY
|
|
Chairman of the Board, President, & Chief Executive Officer (Principal Executive Officer)
|
Gary C. Kelly
|
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/s/ TAMMY ROMO
|
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Senior Vice President Finance & Chief Financial Officer (Principal Financial & Accounting Officer)
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Tammy Romo
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/s/ DAVID W. BIEGLER
|
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Director
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David W. Biegler
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/s/ J. VERONICA BIGGINS
|
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Director
|
J. Veronica Biggins
|
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/s/ DOUGLAS H. BROOKS
|
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Director
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Douglas H. Brooks
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/s/ WILLIAM H. CUNNINGHAM
|
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Director
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William H. Cunningham
|
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/s/ JOHN G. DENISON
|
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Director
|
John G. Denison
|
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/s/ NANCY B. LOEFFLER
|
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Director
|
Nancy B. Loeffler
|
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/s/ JOHN T. MONTFORD
|
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Director
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John T. Montford
|
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/s/ THOMAS M. NEALON
|
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Director
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Thomas M. Nealon
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/s/ DANIEL D. VILLANUEVA
|
|
Director
|
Daniel D. Villanueva
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3.1
|
|
Restated Certificate of Formation of the Company, effective May 18, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 1-7259)).
|
|
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3.2
|
|
Amended and Restated Bylaws of the Company, effective November 19, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 19, 2009 (File No. 1-7259)).
|
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4.1
|
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Specimen certificate representing common stock of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-7259)).
|
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4.2
|
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Indenture dated as of February 14, 2005, between the Company and The Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 14, 2005 (File No. 1-7259)).
|
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4.3
|
|
Indenture dated as of September 17, 2004, between the Company and Wells Fargo Bank, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed October 30, 2002 (File No. 333-100861)).
|
|
|
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4.4
|
|
Indenture dated as of February 25, 1997, between the Company and U.S. Trust Company of Texas, N.A. (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-7259)).
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|
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|
The Company is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10 percent of its total consolidated assets. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.
|
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|
10.1
|
|
Purchase Agreement No. 1810, dated January 19, 1994, between The Boeing Company and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7259)); Supplemental Agreement No. 1 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-7259)); Supplemental Agreements Nos. 2, 3, and 4 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-7259)); Supplemental Agreements Nos. 5, 6, and 7 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-7259)); Supplemental Agreements Nos. 8, 9, and 10 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-7259)); Supplemental Agreements Nos. 11, 12, 13, and 14 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-7259)); Supplemental Agreements Nos. 15, 16, 17, 18, and 19 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-7259)); Supplemental Agreements Nos. 20, 21, 22, 23, and 24 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-7259)); Supplemental Agreements Nos. 25, 26, 27, 28, and 29 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-7259)); Supplemental Agreements Nos. 30, 31, 32, and 33 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-7259)); Supplemental Agreements Nos. 34, 35, 36, 37, and 38 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-7259)); Supplemental Agreements Nos. 39 and 40 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-7259)); Supplemental Agreement No. 41 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-7259)); Supplemental Agreements
|
|
|
Nos. 42, 43, and 44 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-7259)); Supplemental Agreement No. 45 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 1-7259)); Supplemental Agreements Nos. 46 and 47 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 1-7259)); Supplemental Agreement No. 48 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 1-7259)); Supplemental Agreements Nos. 49 and 50 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 1-7259)); Supplemental Agreement No. 51 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-7259)); Supplemental Agreement No. 52 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-7259)); Supplemental Agreement No. 53 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 1-7259)); Supplemental Agreements Nos. 54 and 55 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (File No. 1-7259)); Supplemental Agreement No. 56 (incorporated by reference to Exhibit 10.1 to Southwest’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)); Supplemental Agreements Nos. 57, 58, and 59 (incorporated by reference to Exhibits 10.1, 10.2, and 10.3, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-7259)); Supplemental Agreement No. 60 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-7259)); Supplemental Agreement No. 61 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-7259)); Supplemental Agreements Nos. 62 and 63 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-7259)); Supplemental Agreement No. 64 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 65 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-7259)); Supplemental Agreement No. 66 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-7259)); Supplemental Agreement No. 67 (incorporated by reference to Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 68 (incorporated by reference to Exhibit 10.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 69 (incorporated by reference to Exhibit 10.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-7259)); Supplemental Agreement No. 70 (incorporated by reference to Exhibit 10.1(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-7259)); Supplemental Agreements Nos. 71 and 72 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-7259)); Supplemental Agreement No. 73 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No. 1-7259)); Supplemental Agreement No. 74 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. 1-7259)); Supplemental Agreement No. 75 (incorporated by reference to Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-7259)); Supplemental Agreements Nos. 76 and 77 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 1-7259)); Supplemental Agreements Nos. 78 and 79 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-7259)); Supplemental Agreements Nos. 80 and 81 (incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013
|
|
|
|
10.11
|
|
Southwest Airlines Co. 2002 SWAPA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed August 27, 2002 (File No. 333-98761)).
|
|
|
|
10.12
|
|
Southwest Airlines Co. 2002 Bonus SWAPA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed August 27, 2002 (File No. 333-98761)).
|
|
|
|
10.13
|
|
Southwest Airlines Co. 2002 SWAPIA Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed October 30, 2002 (File No. 333-100862)).
|
|
|
|
10.14
|
|
Southwest Airlines Co. 2002 Mechanics Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed October 30, 2002 (File No. 333-100862)).
|
|
|
|
10.15
|
|
Southwest Airlines Co. 2002 Ramp, Operations, Provisioning and Freight Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-7259)).
|
|
|
|
10.16
|
|
Southwest Airlines Co. 2002 Customer Service/Reservations Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-7259)); Amendment No. 1 to the Company’s 2002 Customer Service/Reservations Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed April 2, 2003
(File No. 333-104245)). |
|
|
|
10.17
|
|
Southwest Airlines Co. 2003 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-7259)). (2)
|
|
|
|
10.18
|
|
Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 1-7259)). (2)
|
|
|
|
10.19
|
|
Southwest Airlines Co. 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Stock Option Grant (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)). (2)
|
|
|
|
10.20
|
|
Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
|
|
|
|
10.21
|
|
Amendment No. 1 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
|
|
|
|
10.22
|
|
Amendment No. 2 to the Southwest Airlines Co. Excess Benefit Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
|
|
|
|
10.23
|
|
Amended and Restated Southwest Airlines Co. 2005 Excess Benefit Plan (as amended and restated effective for plan years beginning on and after January 1, 2009) (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-7259)). (2)
|
|
|
|
10.24
|
|
Form of Indemnification Agreement between the Company and its Directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 15, 2009 (File No. 1-7259)).
|
|
|
|
10.25
|
|
Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-7259)). (2)
|
|
|
|
10.26
|
|
$1,000,000,000 Revolving Credit Facility Agreement among the Company, The Banks Party thereto, Morgan Stanley Senior Funding, Inc., as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Wells Fargo Bank, N.A., as Documentation Agents, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Co-Administrative Agents, and Citibank, N.A., as Paying Agent, dated as of April 2, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 2, 2013 (File No. 1-7259)).
|
|
|
|
10.27
|
|
Purchase Agreement No. 3729 and Aircraft General Terms Agreement, dated December 13, 2011, between The Boeing Company and the Company (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-7259)); Supplemental Agreements Nos. 1 and 2 (incorporated by reference to Exhibits 10.3 and 10.4, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-7259)). (1)
|
|
|
|
10.27(a)
|
|
Supplemental Agreement No. 3 to Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company. (1)
|
|
|
|
10.28
|
|
Southwest Airlines Co. Senior Executive Short Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 30, 2013 (File No. 1-7259)). (2)
|
|
|
|
21
|
|
Subsidiaries of the Company.
|
|
|
|
23
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. (3)
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
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.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
|
|
Exhibit 10.1(a)
|
Supplemental Agreement No. 85
|
|
to
|
|
Purchase Agreement No. 1810
|
|
between
|
|
THE BOEING COMPANY
|
|
and
|
|
SOUTHWEST AIRLINES CO.
|
|
Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft
|
P.A. No. 1810
|
SA-85-
1
|
|
|
|
Exhibit 10.1(a)
|
Delivery Month
|
Revised Delivery Month
|
MSN
|
Sep-2014
|
Aug-2014
|
36935
|
Sep-2014
|
Aug-2014
|
42528
|
P.A. No. 1810
|
SA-85-
2
|
|
|
|
Exhibit 10.1(a)
|
1.
|
The Table of Contents of the Purchase Agreement is deleted in its entirety and a new Table of Contents is attached hereto and incorporated into the Purchase Agreement by this reference.
|
2.
|
Table 1a, “Aircraft Delivery, Description, Price and Advance Payments - Block 700LUV Aircraft,” to the Purchase Agreement is deleted in its entirety and a new Table 1b is attached hereto and incorporated into the Purchase Agreement by this reference.
|
3.
|
Table 1c, “Aircraft Information Table - Block 800LUV Aircraft (non-ETOPS Configuration),” to the Purchase Agreement is deleted in its entirety and a new Table 1b is attached hereto and incorporated into the Purchase Agreement by this reference.
|
4.
|
Attachment B to Exhibit E, “Buyer Furnished Equipment Variables,” of the Purchase Agreement is deleted in its entirety and a new Attachment B (identified by “SA-85”) is attached hereto and incorporated into the Purchase Agreement by this reference.
|
5.
|
Letter Agreement SWA-PA-1810-LA-1001315R2, *** to the Purchase Agreement is deleted in its entirety and replaced with a revised Letter Agreement SWA-PA-1810-LA-1001315R3, attached hereto and incorporated in the Purchase Agreement by this reference.
|
6.
|
Attachment A to Letter Agreement No. SWA-PA-1810-LA-1001315R2, *** to the Purchase Agreement is deleted in its entirety and a new Attachment A (identified by “SA-85”) is attached hereto and incorporated into the Purchase Agreement by this reference.
|
7.
|
Letter Agreement SWA-PA-1810-LA-1105888R3, *** to the Purchase Agreement is deleted in its entirety and replaced with a revised Letter Agreement SWA-PA-1810-LA-1105888R4, attached hereto and incorporated in the Purchase Agreement by this reference.
|
8.
|
New Letter Agreement SWA-PA-1810-LA-1303010, *** to the Purchase Agreement is attached hereto and incorporated in the Purchase Agreement by this reference.
|
9.
|
If Buyer owes Boeing any additional Advance Payment amounts as a result of the execution of this Supplemental Agreement, Buyer will pay such amounts to Boeing. If as a result of the execution of this Supplemental Agreement, there is any excess in Advance Payments made by Buyer to Boeing, Boeing will retain such excess amounts until the next Advance Payment is due, at which time Buyer may reduce the amount of such Advance Payment by the amount of such excess. A reconciliation regarding changes in Advance Payments arising from this Supplemental Agreement will be provided separately to Buyer by Boeing.
|
P.A. No. 1810
|
SA-85-
3
|
|
|
|
Exhibit 10.1(a)
|
EXECUTED IN DUPLICATE as of the day and year first above written.
|
|
|
|
THE BOEING COMPANY
|
SOUTHWEST AIRLINES CO.
|
|
|
|
|
By:
/s/ Jeff Solomon
|
By:
/s/ Chris Monroe
|
|
|
Its:
Attorney-In-Fact
|
Its: Chris Monroe
VP, Treasurer
|
P.A. No. 1810
|
SA-85-
4
|
|
TABLE OF CONTENTS
|
|||
|
|
Page
Number
|
SA
Number
|
1.
|
Subject Matter of Sale
|
1-1
|
SA-82
|
2.
|
Delivery, Title and Risk of Loss
|
2-1
|
SA-28
|
3.
|
Price of Aircraft
|
3 1
|
SA-82
|
4.
|
Taxes
|
4-1
|
|
5.
|
Payment
|
5 1
|
|
6.
|
Excusable Delay
|
6 1
|
|
7.
|
Changes to the Detail Specification
|
7-1
|
SA-73
|
8.
|
Federal Aviation Requirements and Certificates and Export License
|
8-1
|
|
9.
|
Representatives, Inspection, Flights and Test Data
|
9-1
|
|
10.
|
Assignment, Resale or Lease
|
10 1
|
|
11.
|
Termination for Certain Events
|
11 1
|
|
12.
|
Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance
|
12-1
|
|
13.
|
Buyer Furnished Equipment and Spare Parts
|
13-1
|
|
14.
|
Contractual Notices and Requests
|
14 1
|
|
15.
|
Miscellaneous
|
15 1
|
|
P.A. No. 1810
|
i
|
SA-85
|
K/SWA
|
|
|
TABLE OF CONTENTS
|
||
|
|
SA
Number
|
TABLE
|
|
|
|
|
|
|
|
1a
|
Aircraft Information Table - Block 700LUV Aircraft
|
|
SA-85
|
|
|
|
|
1b
|
Aircraft Information Table - Block 800LUV Aircraft
|
|
SA-82
|
|
|
|
|
1c
|
Aircraft Information Table - Block 800LUV Aircraft
|
|
SA-85
|
|
(non-ETOPS Configuration)
|
|
|
EXHIBITS
|
|
|
|
|
|
|
|
A-5
|
Aircraft Configuration - Block 700LUV Aircraft
|
|
SA-75
|
|
|
|
|
A-6
|
Aircraft Configuration - Block 800LUV Aircraft
|
|
SA-75
|
|
|
|
|
A-7
|
Aircraft Configuration - Block 800LUV Aircraft
|
|
SA-84
|
|
(non-ETOPS Configuration)
|
|
|
|
|
|
|
B
|
***
|
|
SA-75
|
|
|
|
|
C
|
Customer Support Document
|
|
|
|
|
|
|
C-2
|
737-800 Customer Support Document
|
|
SA-75
|
|
|
|
|
D-2
|
Economic Price Adjustment
|
|
SA-75
|
|
ECI-MFG/CPI (July 2011 Base Price)
|
|
|
|
|
|
|
E
|
Buyer Furnished Equipment SA-75
|
|
SA-75
|
|
Provisions Document
|
|
|
|
Attachment A - 737-7H4 Aircraft (through 2012)
|
|
|
|
Attachment B - 737-8H4 Aircraft (2012-2018)
|
|
SA-85
|
|
|
|
|
F
|
Defined Terms Document
|
|
|
LETTER AGREEMENTS
|
|
|
|
|
|
1810-1R1
|
Waiver of Aircraft Demonstration Flight
|
SA-75
|
P.A. No. 1810
|
ii
|
SA-85
|
K/SWA
|
|
|
TABLE OF CONTENTS
|
||
|
|
SA
Number
|
RESTRICTED LETTER AGREEMENTS
|
||
|
||
6‑1162‑RLL‑932R3
|
***
|
SA-75
|
|
||
6‑1162‑RLL‑934R5
|
Disclosure of Confidential
|
|
|
Information
|
|
6‑1162‑RLL‑941R3
|
Other Matters
|
SA-75
|
|
|
|
|
|
|
6-1162-KJJ-055R1
|
Structural Matters
|
SA-25
|
|
|
|
6-1162-KJJ-056
|
Noise and Emission Matters
|
SA-13
|
|
|
|
6-1162-KJJ-057
|
Product Development Matters
|
SA-13
|
SWA-PA-1810-LA-1001315
R3
|
***
|
SA-85
|
|
Attachment A
|
SA-85
|
SWA-PA-1810-LA-1003498 R1
|
***
|
SA-75
|
|
|
|
SWA-PA-1810-LA-1003490R2
|
***
|
SA-82
|
|
|
|
SWA-PA-1810-LA-1003367R1
|
***
|
SA-75
|
|
|
|
SWA-PA-1810-LA-1105883
|
Aircraft Model Substitution
|
SA-75
|
SWA-PA-1810-LA-1105884
|
Option Aircraft
|
SA-75
|
|
Attachment B - Option Aircraft Information Table SA-83
|
SWA-PA-1810-LA-1105885R2
|
***
|
SA-84
|
SWA-PA-1810-LA-1105886R1
|
***
|
SA-82
|
|
SWA-PA-1810-LA-1105887
|
***
|
SA-75
|
|
|
|
P.A. No. 1810
|
iii
|
SA-85
|
K/SWA
|
|
|
TABLE OF CONTENTS
|
||
|
|
SA
Number
|
SWA-PA-1810-LA-1105888
R4
|
***
|
SA-85
|
|
|
|
SWA-PA-1810-LA-1105889
|
***
|
SA-75
|
|
|
|
SWA-PA-01810/03729-LA-1301169
|
***
|
SA-83
|
|
|
|
SWA-PA-1810-LA-1303010
|
***
|
SA-85
|
Table
|
Title
|
Last Updated under SA
|
Current Status
|
1
|
Aircraft Information Table
|
SA-75
|
Inactive
|
2
|
Option Aircraft Information Table
|
SA-74
|
Deleted under SA-75
|
Exhibits
|
Title
|
Last Updated under SA
|
Current Status
|
A
|
Aircraft Configuration - 737-700
|
SA-36
|
Inactive
|
A-Winglet
|
Aircraft Configuration
|
SA-36
|
Inactive
|
A-1-Winglet
|
Aircraft Configuration
|
SA-36
|
Inactive
|
A-1A
|
Aircraft Configuration - 737-700 Block T-W-2c
|
SA-36
|
Inactive
|
A-2
|
Aircraft Configuration - 737-700 Block T-W-2 / T-W-2a
|
SA-47
|
Inactive
|
A-3
|
Aircraft Configuration - 737-700 Block T-W-2 / T-W-2a
|
SA-61
|
Inactive
|
P.A. No. 1810
|
iv
|
SA-85
|
K/SWA
|
|
|
TABLE OF CONTENTS
|
||
|
|
SA
Number
|
Exhibits
|
Title
|
Last Updated under SA
|
Current Status
|
A-4
|
Aircraft Configuration - 737-700 Block T-W-2b Aircraft
|
SA-66
|
Inactive
|
C.2
|
737-800 Customer Support Variables
|
SA-71
|
Deleted under SA-75
|
D
|
Price Adjustment Due to
Economic Fluctuations - Aircraft Price Adjustment
(July 1992 Base Price)
|
|
Inactive
|
D-1
|
Price Adjustment Due to Economic Fluctuations - Aircraft Price Adjustment
(July 1999 Base Price)
|
SA-13
|
Inactive
|
E.2
|
737-800 Buyer Furnished Equipment Provisions Document
|
SA-73
|
Deleted under SA-75
|
Letter Agreement
|
Title
|
Last Updated under SA
|
Current Status
|
6‑1162‑RLL‑933R21
|
Option Aircraft
|
SA-60
|
Deleted under SA-75
|
6‑1162‑RLL‑935R1
|
Performance Guarantees
|
SA-1
|
Inactive
|
6‑1162‑RLL‑936R4
|
Certain Contractual Matters
|
SA-4
|
Inactive
|
6‑1162‑RLL‑937
|
Alternate Advance Payment Schedule
|
|
Inactive
|
6‑1162‑RLL‑938
|
***
|
|
Inactive
|
6‑1162‑RLL‑939R1
|
Certification Flight Test Aircraft
|
SA-1
|
Inactive
|
6‑1162‑RLL‑940R1
|
Training Matters
|
SA-1
|
Inactive
|
6‑1162‑RLL‑942
|
Open Configuration Matters
|
|
Inactive
|
6‑1162‑RLL‑943R1
|
Substitution Rights
|
SA-6
|
Deleted under SA-75
|
6‑1162‑RLL‑944
|
***
|
|
Inactive
|
6-1162-RLL-945
|
Comparison of 737-7H4 and 737-3H4 Block Fuel Burn
|
|
Inactive
|
6-1162-RLL-1855R3
|
Additional Contractual Matters
|
SA-4
|
Inactive
|
6-1162-RLL-1856
|
***
|
SA-1
|
Inactive
|
6-1162-RLL-1857
|
Service Ready Validation Program Field Test
|
SA-1
|
Inactive
|
6-1162-RLL-1858R1
|
Escalation Matters
|
SA-4
|
Inactive
|
6-1162-RLL-2036
|
Amortization of Costs for
Customer Unique Changes
|
SA-1
|
Inactive
|
P.A. No. 1810
|
v
|
SA-85
|
K/SWA
|
|
|
TABLE OF CONTENTS
|
||
|
|
SA
Number
|
Letter Agreement
|
Title
|
Last Updated under SA
|
Current Status
|
6-1162-RLL-2037
|
Reconciliation of the Aircraft Basic Price
|
SA-1
|
Inactive
|
6-1162-RLL-2073
|
Maintenance Training Matters
|
SA-1
|
Inactive
|
6-1162-KJJ-058R1
|
Additional Substitution Rights
|
SA-71
|
Deleted under SA-75
|
6-1162-KJJ-150
|
Flight Control Computer & Mode Control Panel Spares Matter
|
SA-14
|
Inactive
|
6-1162-MSA-185R3
|
Delivery Change Contractual Matters
|
SA-21
|
Inactive
|
6-1162-JMG-747R1
|
***
|
SA-36
|
Inactive
|
6-1162-CHL-217
|
Rescheduled Flight Test Aircraft
|
SA-32
|
Inactive
|
6-1162-NIW-606R1
|
***
|
SA-36
|
Inactive
|
6-1162-NIW-640
|
Early Delivery of Two April 2004 Aircraft
|
SA-35
|
Inactive
|
6-1162-NIW-889
|
Warranty - Exterior Color Schemes and Markings for YA143 and on
|
SA-39
|
Inactive
|
6-1162-NIW-1142
|
***
|
SA-43
|
Inactive
|
6-1162-NIW-1369
|
***
|
SA-46
|
Inactive
|
6-1162-NIW-1983
|
***
|
SA-62
|
Inactive
|
SWA-PA-1810-LA-1000419
|
***
|
SA-64
|
Inactive
|
6-1162-NIW-890R1
|
***
|
SA-75
SA-39
|
Inactive
|
6-1162-KJJ-054R2
|
Business Matters
|
SA-75
|
Inactive
|
6-1162-JMG-669R9
|
***
|
SA-75
SA-75
SA-54
|
Inactive
|
SWA-PA-1810-LA-02710R1
|
***
|
SA-72
|
Inactive
|
P.A. No. 1810
|
vi
|
SA-85
|
K/SWA
|
|
|
Airframe Model/MTOW:
|
737-700
|
154500 pounds
|
|
Detail Specification:
|
|
|
D019A001SWA37
P-1 Rev New
|
|
Engine Model/Thrust:
|
CFM56-7B24
|
24000 pounds
|
|
Base Aircraft Price Base Year/Escalation Formula:
|
Jul-11
|
ECI-MFG/CPI
|
||
Base Aircraft Price:
|
|
***
|
|
Engine Price Base Year/Escalation Formula:
|
N/A
|
N/A
|
||
Special Features:
|
|
***
|
|
|
|
|
|
|
Sub-Total of
Aircraft Base Price and Features:
|
***
|
|
Aircraft Price Escalation Data:
|
|
|
|
||
Engine Price (Per Aircraft):
|
|
***
|
|
Base Year Index (ECI):
|
|
|
***
|
|
Aircraft Basic Price (Excluding BFE/SPE):
|
***
|
|
Base Year Index (CPI):
|
|
|
***
|
|
|
Buyer Furnished Equipment (BFE) Estimate:
|
***
|
|
|
|
|
|
|
|
Seller Purchased Equipment (SPE) Estimate:
|
***
|
|
|
|
|
|
|
|
|
Escalation
|
Aircraft
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date
|
Aircraft
|
(Airframe)
|
Number
|
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Jan-2016
|
2
|
***
|
36650, 36735
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2016
|
3
|
***
|
36904, 36932, 36737
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2016
|
2
|
***
|
36651, 36738
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2016
|
3
|
***
|
36653, 36938, 36723
|
|
***
|
***
|
***
|
***
|
***
|
May-2016
|
3
|
***
|
36658, 36939, 33937
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2016
|
1
|
***
|
36916
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2016
|
3
|
***
|
36921, 36945, 33942
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2016
|
4
|
***
|
36678, 36661, 35965, 36728
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2016
|
3
|
***
|
36977, 36923, 41530
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2016
|
3
|
***
|
36666, 38812, 38813
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2016
|
3
|
***
|
36670, 38814, 41531
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2016
|
1
|
***
|
38816
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2017
|
2
|
***
|
42532, 36910
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Feb-2017
|
2
|
***
|
36969, 36970
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2017
|
1
|
***
|
36922
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Mar-2017
|
1
|
***
|
36972
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-01810
|
|
Page
2
|
58928, 60268-1F.TXT
|
Boeing Proprietary
|
SA-85
|
SWA-PA-01810
|
|
Page
3
|
58928, 60268-1F.TXT
|
Boeing Proprietary
|
SA-85
|
Airframe Model/MTOW:
|
737-800
|
174200 pounds
|
|
|
Detail Specification:
|
|
D019A001SWA38P-1 Rev C (3/29/2013)
|
|
|
Engine Model/Thrust:
|
CFM56-7B27
|
27300 pounds
|
Note 1
|
|
Base Aircraft Price Base Year/Escalation Formula:
|
Jul-11
|
ECI-MFG/CPI
|
||
Base Aircraft Price:
|
|
***
|
|
|
Engine Price Base Year/Escalation Formula:
|
N/A
|
N/A
|
||
Special Features:
|
***
|
|
|
|
|
|
|
|
|
Add'l Features/Changes
|
***
|
|
|
|
|
|
|
|
|
Total Special Features (Exhibit A-7)
|
***
|
|
|
|
|
|
|
|
|
Sub-Total of Airframe and Features:
|
***
|
|
|
Aircraft Price Escalation Data:
|
|
|
|
||
Engine Price (Per Aircraft):
|
|
***
|
|
|
Base Year Index (ECI):
|
|
***
|
|
|
Aircraft Basic Price (Excluding BFE/SPE):
|
***
|
|
|
Base Year Index (CPI):
|
|
***
|
|
||
Buyer Furnished Equipment (BFE) Estimate:
|
***
|
|
|
|
|
|
|
|
|
Seller Purchased Equipment (SPE) Estimate:
|
***
|
|
|
|
|
|
|
|
|
|
Escalation
|
Aircraft
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Escalation
|
Sub-Block
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date
|
Aircraft
|
(Airframe)
|
Number
|
Forecast
|
Note 2
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Sep-2013
|
3
|
***
|
36933, 36912, 36914
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2013
|
3
|
***
|
36915, 33939, 42526
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2013
|
3
|
***
|
36917, 36919, 36731
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2014
|
1
|
***
|
37004
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2014
|
4
|
***
|
42384, 36894, 36895, 36896
|
***
|
|
***
|
***
|
***
|
***
|
***
|
May-2014
|
3
|
***
|
36897, 42385, 42521
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2014
|
4
|
***
|
36898, 36905, 42522, 42523
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2014
|
2
|
***
|
tbd, tbd
|
***
|
OPEX
|
***
|
***
|
***
|
***
|
***
|
Jul-2014
|
1
|
***
|
36911
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2014
|
3
|
***
|
tbd, tbd, tbd
|
***
|
OPEX
|
***
|
***
|
***
|
***
|
***
|
Aug-2014
|
6
|
***
|
36907, 42524,35973, 42525
, 36935, 42528
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2014
|
2
|
***
|
42527, 42531
|
***
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-01810
|
|
SA-85
|
63879 / 63887 / 64111 /
66379
|
Boeing Proprietary
|
Page
1
|
Table 1c to
|
||
Purchase Agreement No. PA-1810
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
Block 800LUV Aircraft (non-ETOPS Configuration)
|
|
|
Escalation
|
Aircraft
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Escalation
|
Sub-Block
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date
|
Aircraft
|
(Airframe)
|
Number
|
Forecast
|
Note 2
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Oct-2014
|
2
|
***
|
36909, 36920
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2014
|
1
|
***
|
36971
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2014
|
2
|
***
|
37037, 37045
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2014
|
2
|
***
|
42529, 42530
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2015
|
2
|
***
|
36899, 42535
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2015
|
3
|
***
|
36901, 36654, 36906
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2015
|
3
|
***
|
36902, 36936, 36655
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2015
|
3
|
***
|
36649, 36652, 36656
|
***
|
|
***
|
***
|
***
|
***
|
***
|
May-2015
|
2
|
***
|
36903, 36657
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2015
|
3
|
***
|
36937, 36715, 36940
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2015
|
3
|
***
|
36941, 36734, 35976
|
***
|
|
***
|
***
|
***
|
***
|
***
|
Total:
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
|
|
|
|
|
1) ***
|
|
|||||||||
|
|
|||||||||
2) The sub-block identifier is used to denote applicability of certain business terms as referenced in Letter Agreement SWA-PA-1810-LA-1105888R2 to the Purchase Agreement.
|
SWA-PA-01810
|
|
SA-85
|
63879 / 63887 / 64111 /
66379
|
Boeing Proprietary
|
Page
2
|
Attachment B to Exhibit E of PA 1810
|
|
|
BUYER FURNISHED EQUIPMENT VARIABLES
|
|
relating to
|
|
BOEING MODEL737-7H4 and 737-8H4 AIRCRAFT
|
Galley System
|
March 1, 2011
Completed
|
|
|
Galley Inserts
|
March 1, 2011
Completed
|
|
|
Seats (passenger)
|
January 17, 2011
Completed
|
Miscellaneous Emergency Equipment
|
March 1, 2011
Completed
|
|
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
1
|
|
Preliminary On-Dock Dates
Month of Delivery
|
||||||
Item
|
Mar 2012
|
Apr 2012
|
May 2012
|
Jun-2012
|
Jul 2012
|
Aug 2012
|
Sep 2012
|
Seats
|
1/23/2012
|
2/21/2012
|
3/22/2012
|
4/20/2012
|
5/22/2012
|
6/21/2012
|
7/23/2012
|
Galleys/Furnishings
|
1/16/2012
|
2/14/2012
|
3/15/2012
|
4/13/2012
|
5/15/2012
|
6/14/2012
|
7/16/2012
|
Antennas & Mounting Equipment
|
11/23/2011
|
12/21/2011
|
1/23/2012
|
2/20/2012
|
3/22/2012
|
4/20/2012
|
5/23/2012
|
Avionics
|
1/16/2012
|
2/14/2012
|
3/15/2012
|
4/13/2012
|
5/15/2012
|
6/14/2012
|
7/16/2012
|
Cabin Systems Equipment
|
1/16/2012
|
2/14/2012
|
3/15/2012
|
4/13/2012
|
5/15/2012
|
6/14/2012
|
7/16/2012
|
Miscellaneous Emergency Equipment
|
1/16/2012
|
2/14/2012
|
3/15/2012
|
4/13/2012
|
5/15/2012
|
6/14/2012
|
7/16/2012
|
Textiles/Raw Material
|
9/29/2011
|
10/28/2011
|
12/1/2011
|
1/10/2012
|
2/9/2012
|
3/9/2012
|
4/9/2012
|
Cargo Systems
(Single Aisle Programs)
|
1/3/2012
|
1/31/2012
|
3/1/2012
|
3/30/2012
|
5/1/2012
|
5/31/2012
|
7/2/2012
|
Provision Kits
(Single Aisle Programs)
|
9/2/2011
|
9/30/2011
|
11/1/2011
|
11/30/2011
|
1/3/2012
|
1/31/2012
|
3/2/2012
|
Radomes (Single Aisle Programs)
|
12/16/2011
|
1/13/2012
|
2/15/2012
|
3/13/2012
|
4/16/2012
|
5/14/2012
|
6/15/2012
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
2
|
|
Preliminary On-Dock Dates
Month of Delivery
|
||||||
Item
|
|
|
|
|
Sep 2013
|
Oct 2013
|
Nov 2013
|
Seats
|
|
|
|
|
7/23/2013
|
8/22/2013
|
9/20/2013
|
Galleys/Furnishings
|
|
|
|
|
7/16/2013
|
8/15/2013
|
9/13/2013
|
Antennas & Mounting Equipment
|
|
|
|
|
5/23/2013
|
6/21/2013
|
7/19/2013
|
Avionics
|
|
|
|
|
7/16/2013
|
8/15/2013
|
9/13/2013
|
Cabin Systems Equipment
|
|
|
|
|
7/16/2013
|
8/15/2013
|
9/13/2013
|
Miscellaneous Emergency Equipment
|
|
|
|
|
7/16/2013
|
8/15/2013
|
9/13/2013
|
Textiles/Raw Material
|
|
|
|
|
4/9/2013
|
5/9/2013
|
6/7/2013
|
Cargo Systems
(Single Aisle Programs)
|
|
|
|
|
7/2/2013
|
8/1/2013
|
8/30/2013
|
Provision Kits
(Single Aisle Programs)
|
|
|
|
|
3/1/2013
|
4/1/2013
|
4/30/2013
|
Radomes (Single Aisle Programs)
|
|
|
|
|
6/17/2013
|
7/15/2013
|
8/13/2013
|
|
Preliminary On-Dock Dates
Month of Delivery
|
||||||
Item
|
Dec 2013
|
|
|
Mar-2014
|
Apr 2014
|
May 2014
|
Jun 2014
|
Seats
|
10/23/2013
|
|
|
1/23/2014
|
2/20/2014
|
3/21/2014
|
4/22/2014
|
Galleys/Furnishings
|
10/16/2013
|
|
|
1/16/2014
|
2/13/2014
|
3/14/2014
|
4/15/2014
|
Antennas & Mounting Equipment
|
8/23/2013
|
|
|
11/22/2013
|
12/20/2013
|
1/21/2014
|
2/21/2014
|
Avionics
|
10/16/2013
|
|
|
1/16/2014
|
2/13/2014
|
3/14/2014
|
4/15/2014
|
Cabin Systems Equipment
|
10/16/2013
|
|
|
1/16/2014
|
2/13/2014
|
3/14/2014
|
4/15/2014
|
Miscellaneous Emergency Equipment
|
10/16/2013
|
|
|
1/16/2014
|
2/13/2014
|
3/14/2014
|
4/15/2014
|
Textiles/Raw Material
|
7/11/2013
|
|
|
10/1/2013
|
10/29/2013
|
11/27/2013
|
1/9/2014
|
Cargo Systems
(Single Aisle Programs)
|
10/2/2013
|
|
|
1/2/2014
|
1/30/2014
|
3/1/2014
|
4/2/2014
|
Provision Kits
(Single Aisle Programs)
|
6/3/2013
|
|
|
9/3/2013
|
9/30/2013
|
11/1/2013
|
12/2/2013
|
Radomes (Single Aisle Programs)
|
10/11/2013
|
|
|
12/16/2013
|
1/13/2014
|
2/14/2014
|
3/14/2014
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
3
|
|
Preliminary On-Dock Dates
Month of Delivery
|
||||||
Item
|
Jul 2014
|
Aug 2014
|
Sep 2014
|
Oct 2014
|
Nov 2014
|
Dec 2014
|
Jan 2015
|
Seats
|
5/21/2014
|
6/20/2014
|
7/23/2014
|
8/21/2014
|
9/23/2014
|
10/24/2014
|
11/18/2014
|
Galleys/Furnishings
|
5/14/2014
|
6/13/2014
|
7/16/2014
|
8/14/2014
|
9/16/2014
|
10/17/2014
|
11/11/2014
|
Antennas & Mounting Equipment
|
3/21/2014
|
6/13/2014
|
5/23/2014
|
6/20/2014
|
7/23/2014
|
8/25/2014
|
9/18/2014
|
Avionics
|
5/14/2014
|
4/21/2014
|
7/16/2014
|
8/14/2014
|
9/16/2014
|
10/17/2014
|
11/11/2014
|
Cabin Systems Equipment
|
5/14/2014
|
4/21/2014
|
7/16/2014
|
8/14/2014
|
9/16/2014
|
10/17/2014
|
11/11/2014
|
Miscellaneous Emergency Equipment
|
5/14/2014
|
4/21/2014
|
7/16/2014
|
8/14/2014
|
9/16/2014
|
10/17/2014
|
11/11/2014
|
Textiles/Raw Material
|
2/7/2014
|
3/10/2014
|
4/9/2014
|
5/8/2014
|
6/10/2014
|
7/14/2014
|
8/6/2014
|
Cargo Systems
(Single Aisle Programs)
|
5/1/2014
|
5/30/2014
|
7/2/2014
|
7/31/2014
|
9/2/2014
|
10/3/2014
|
10/28/2014
|
Provision Kits
(Single Aisle Programs)
|
1/2/2014
|
1/30/2014
|
3/3/2014
|
3/31/2014
|
5/2/2014
|
8/4/2014
|
6/27/2014
|
Radomes (Single Aisle Programs)
|
4/14/2014
|
5/13/2014
|
6/16/2014
|
7/14/2014
|
8/15/2014
|
9/17/2014
|
10/10/2014
|
|
Preliminary On-Dock Dates
Month of Delivery
|
|||||
Item
|
Feb 2015
|
Mar 2015
|
Apr 2015
|
May 2015
|
|
|
Seats
|
12/15/2014
|
1/22/2015
|
2/19/2015
|
3/23/2015
|
|
|
Galleys/Furnishings
|
12/8/2014
|
1/15/2015
|
2/12/2015
|
3/16/2015
|
|
|
Antennas & Mounting Equipment
|
10/15/2014
|
11/21/2014
|
12/19/2014
|
1/23/2015
|
|
|
Avionics
|
12/8/2014
|
1/15/2015
|
2/12/2015
|
3/16/2015
|
|
|
Cabin Systems Equipment
|
12/8/2014
|
1/15/2015
|
2/12/2015
|
3/16/2015
|
|
|
Miscellaneous Emergency Equipment
|
12/8/2014
|
1/15/2015
|
2/12/2015
|
3/16/2015
|
|
|
Textiles/Raw Material
|
8/29/2014
|
11/17/2014
|
10/28/2014
|
12/1/2014
|
|
|
Cargo Systems
(Single Aisle Programs)
|
11/24/2014
|
1/2/2015
|
1/29/2015
|
3/2/2015
|
|
|
Provision Kits
(Single Aisle Programs)
|
7/24/2014
|
9/2/2014
|
9/29/2014
|
11/2/2015
|
|
|
Radomes (Single Aisle Programs)
|
11/7/2014
|
12/15/2014
|
1/12/2015
|
2/16/2015
|
|
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
4
|
|
Preliminary On-Dock Dates
Month of Delivery
|
|||||
Item
|
|
|
|
Nov 2015
|
Dec 2015
|
Jan 2016
|
Seats
|
|
|
|
9/22/2015
|
10/22/2015
|
11/18/2015
|
Galleys/Furnishings
|
|
|
|
9/15/2015
|
10/15/2015
|
11/11/2015
|
Antennas & Mounting Equipment
|
|
|
|
7/22/2015
|
8/21/2015
|
9/18/2016
|
Avionics
|
|
|
|
9/15/2015
|
10/15/2015
|
11/11/2015
|
Cabin Systems Equipment
|
|
|
|
9/15/2015
|
10/15/2015
|
11/11/2015
|
Miscellaneous Emergency Equipment
|
|
|
|
9/15/2015
|
10/15/2015
|
11/11/2015
|
Textiles/Raw Material
|
|
|
|
6/9/2015
|
7/10/2015
|
8/6/2015
|
Cargo Systems
(Single Aisle Programs)
|
|
|
|
9/1/2015
|
10/1/2015
|
10/28/2015
|
Provision Kits
(Single Aisle Programs)
|
|
|
|
5/1/2015
|
6/1/2015
|
6/29/2015
|
Radomes (Single Aisle Programs)
|
|
|
|
8/14/2015
|
9/15/2015
|
10/12/2015
|
|
Preliminary On-Dock Dates
Month of Delivery
|
|||||
Item
|
Feb 2016
|
Mar 2016
|
Apr 2016
|
May 2016
|
Jun 2016
|
Jul 2016
|
Seats
|
12/15/2015
|
1/21/2016
|
2/19/2016
|
3/23/2016
|
4/21/2016
|
5/20/2016
|
Galleys/Furnishings
|
12/8/2015
|
1/14/2016
|
2/12/2016
|
3/16/2016
|
4/14/2016
|
5/13/2016
|
Antennas & Mounting Equipment
|
10/15/2015
|
11/20/2015
|
12/18/2015
|
1/22/2016
|
2/22/2016
|
3/21/2016
|
Avionics
|
12/8/2015
|
1/14/2016
|
2/12/2016
|
3/16/2016
|
4/14/2016
|
5/13/2016
|
Cabin Systems Equipment
|
12/8/2015
|
1/14/2016
|
2/12/2016
|
3/16/2016
|
4/14/2016
|
5/13/2016
|
Miscellaneous Emergency Equipment
|
12/8/2015
|
1/14/2016
|
2/12/2016
|
3/16/2016
|
4/14/2016
|
5/13/2016
|
Textiles/Raw Material
|
8/31/2015
|
9/29/2015
|
10/28/2015
|
12/2/2015
|
1/11/2016
|
2/9/2016
|
Cargo Systems
(Single Aisle Programs)
|
11/24/2015
|
12/23/2015
|
1/29/2016
|
3/2/2016
|
3/31/2016
|
4/29/2016
|
Provision Kits
(Single Aisle Programs)
|
7/24/2015
|
8/24/2015
|
9/29/2015
|
11/2/2105
|
12/1/2015
|
12/23/2015
|
Radomes (Single Aisle Programs)
|
11/9/2015
|
12/14/2015
|
1/12/2016
|
2/16/2016
|
3/14/2016
|
4/13/2016
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
5
|
|
Preliminary On-Dock Dates
Month of Delivery
|
|||||
Item
|
Aug 2016
|
Sep 2016
|
Oct 2016
|
Nov 2016
|
Dec 2016
|
Jan 2017
|
Seats
|
6/22/2015
|
7/21/2016
|
8/23/2016
|
9/22/2016
|
10/21/2016
|
11/18/2016
|
Galleys/Furnishings
|
6/15/2016
|
7/14/2016
|
8/16/2016
|
9/15/2016
|
10/14/2016
|
11/11/2016
|
Antennas & Mounting Equipment
|
4/22/2016
|
5/20/2016
|
6/23/2016
|
7/22/2016
|
8/22/2106
|
9/19/2016
|
Avionics
|
6/15/2016
|
7/14/2016
|
8/16/2016
|
9/15/2016
|
10/14/2016
|
11/11/2016
|
Cabin Systems Equipment
|
6/15/2016
|
7/14/2016
|
8/16/2016
|
9/15/2016
|
10/14/2016
|
11/11/2016
|
Miscellaneous Emergency Equipment
|
6/15/2016
|
7/14/2016
|
8/16/2016
|
9/15/2016
|
10/14/2016
|
11/11/2016
|
Textiles/Raw Material
|
3/10/2016
|
4/7/2016
|
5/10/2016
|
6/9/2016
|
7/11/2016
|
8/9/2016
|
Cargo Systems
(Single Aisle Programs)
|
6/1/2016
|
7/1/2016
|
8/2/2016
|
9/1/2016
|
10/1/2016
|
10/28/2016
|
Provision Kits
(Single Aisle Programs)
|
2/1/2016
|
3/1/2016
|
4/1/2016
|
5/2/2016
|
6/1/2016
|
6/28/2016
|
Radomes (Single Aisle Programs)
|
5/16/2016
|
5/13/2016
|
7/15/2016
|
8/15/2016
|
9/14/2016
|
10/11/2016
|
|
Preliminary On-Dock Dates
Month of Delivery
|
|||||
Item
|
Feb 2017
|
Mar 2017
|
Apr 2017
|
May 2017
|
Jun 2017
|
|
Seats
|
12/14/2016
|
1/23/2017
|
2/20/2017
|
3/23/2017
|
4/20/2017
|
|
Galleys/Furnishings
|
12/7/2016
|
1/16/2017
|
2/13/2017
|
3/16/2017
|
4/13/2017
|
|
Antennas & Mounting Equipment
|
10/14/2016
|
11/23/2016
|
12/20/2016
|
1/23/2017
|
2/20/2017
|
|
Avionics
|
12/7/2016
|
1/16/2017
|
2/13/2017
|
3/16/2017
|
4/13/2017
|
|
Cabin Systems Equipment
|
12/7/2016
|
1/16/2017
|
2/13/2017
|
3/16/2017
|
4/13/2017
|
|
Miscellaneous Emergency Equipment
|
12/7/2016
|
1/16/2017
|
2/13/2017
|
3/16/2017
|
4/13/2017
|
|
Textiles/Raw Material
|
8/30/2016
|
9/29/2016
|
10/27/2016
|
12/1/2016
|
1/9/2017
|
|
Cargo Systems
(Single Aisle Programs)
|
11/23/2016
|
1/3/2017
|
1/30/2017
|
3/2/2017
|
3/30/3017
|
|
Provision Kits
(Single Aisle Programs)
|
7/22/2016
|
9/2/2016
|
9/30/2016
|
11/2/2016
|
11/30/2016
|
|
Radomes (Single Aisle Programs)
|
12/14/2016
|
1/23/2017
|
1/13/2017
|
2/16/2017
|
3/13/2017
|
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
6
|
Attachment B to Exhibit E of PA 1810
|
|
SA 85
|
|
BOEING PROPRIETARY
|
Page
7
|
|
The Boeing Company
|
|
P. O. Box 3707
|
|
|
Seattle, WA 98124-2207
|
|
|
|
|
Subject:
|
***
|
1.
|
***
|
2.
|
***
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest Airlines Co.
|
|
|
SWA-PA-1810-LA-1001315
R3
|
|
|
Page
2
|
|
|
3.
|
***
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest Airlines Co.
|
|
|
SWA-PA-1810-LA-1001315
R3
|
|
|
Page
3
|
|
|
4.
|
***
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest Airlines Co.
|
|
|
SWA-PA-1810-LA-1001315
R3
|
|
|
Page
4
|
|
|
5.
|
***
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest Airlines Co.
|
|
|
SWA-PA-1810-LA-1001315
R3
|
|
|
Page
5
|
|
|
6.
|
Assignment.
|
7.
|
Confidential Treatment
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest Airlines Co.
|
|
|
SWA-PA-1810-LA-1001315
R3
|
|
|
Page
6
|
|
|
THE BOEING COMPANY
|
|
|
By
/s/ Jeff Solomon
|
|
Its
Attorney-In-Fact
|
ACCEPTED AND AGREED TO this
|
|
Date:
November 4,
2013
|
SOUTHWEST AIRLINES CO.
|
|
By
/s/ Chris Monroe
|
Chris Monroe
|
Its
VP, Treasurer
|
***
|
|
SA-85
|
P.A. No. 1810
|
|
|
Attachment A to SWA-PA-1810-LA1001315RC
|
|
|
Page
1
of 2
|
|
|
***
|
|
|
|
|||
|
|
|
|
|
|
|
Letter Agmt SWA-PA-1810-LA-1001315R3; paragraph 3
|
|
|
||||
No.
|
Model
|
Aircraft Block
|
MSN's
|
Current Delivery Mo.
|
Base Year
|
***
|
1
|
737-700
|
T-W-2b
|
36962
|
July-11
|
1999
|
***
|
2
|
737-700
|
T-W-2b
|
36963
|
July-11
|
1999
|
***
|
3
|
737-700
|
T-W-2b
|
36965
|
August-11
|
1999
|
***
|
4
|
737-700
|
T-W-2b
|
36967
|
October-11
|
1999
|
***
|
5
|
737-800
|
800LUV
|
36980
|
March-12
|
2011
|
***
|
6
|
737-800
|
800LUV
|
36983
|
April-12
|
2011
|
***
|
7
|
737-800
|
800LUV
|
36985
|
May-12
|
2011
|
***
|
8
|
737-800
|
800LUV
|
36987
|
May-12
|
2011
|
***
|
9
|
737-800
|
800LUV
|
36990
|
July-12
|
2011
|
***
|
10
|
737-800
|
800LUV
|
36992
|
August-12
|
2011
|
***
|
11
|
737-800
|
800LUV
|
36994
|
September-12
|
2011
|
***
|
12
|
737-800
|
800LUV
|
37003
|
November-12
|
2011
|
***
|
13
|
737-800
|
800LUV
|
37009
|
December-12
|
2011
|
***
|
14
|
737-800
|
800LUV
|
36973
|
March-13
|
2011
|
***
|
15
|
737-800
|
800LUV
|
36998
|
March-13
|
2011
|
***
|
16
|
737-800
|
800LUV
|
36908
|
April-13
|
2011
|
***
|
17
|
737-800
|
800LUV
|
36933
|
September-13
|
2011
|
***
|
18
|
737-800
|
800LUV
|
42526
|
November-13
|
2011
|
|
19
|
737-800
|
800LUV
|
37004
|
March-14
|
2011
|
|
20
|
737-800
|
800LUV
|
42521
|
May-14
|
2011
|
|
21
|
737-800
|
800LUV
|
42522
|
June-14
|
2011
|
|
22
|
737-800
|
800LUV
|
tbd
|
June-14
|
2011
|
|
23
|
737-800
|
800LUV
|
tbd
|
June-14
|
2011
|
|
24
|
737-800
|
800LUV
|
42523
|
June-14
|
2011
|
|
25
|
737-800
|
800LUV
|
tbd
|
July-14
|
2011
|
|
26
|
737-800
|
800LUV
|
tbd
|
July-14
|
2011
|
|
27
|
737-800
|
800LUV
|
tbd
|
July-14
|
2011
|
|
28
|
737-800
|
800LUV
|
42524
|
August-14
|
2011
|
|
29
|
737-800
|
800LUV
|
42525
|
August-14
|
2011
|
|
30
|
737-800
|
800LUV
|
36935
|
August-14
|
2011
|
|
31
|
737-800
|
800LUV
|
42527
|
September-14
|
2011
|
|
32
|
737-800
|
800LUV
|
42528
|
August-14
|
2011
|
|
33
|
737-800
|
800LUV
|
42531
|
September-14
|
2011
|
|
34
|
737-800
|
800LUV
|
36909
|
October-14
|
2011
|
|
35
|
737-800
|
800LUV
|
42529
|
December-14
|
2011
|
|
36
|
737-800
|
800LUV
|
42530
|
December-14
|
2011
|
|
37
|
737-800
|
800LUV
|
37045
|
December-14
|
2011
|
|
38
|
737-800
|
800LUV
|
37037
|
December-14
|
2011
|
|
39
|
737-
800
|
800LUV
|
42535
|
January-15
|
2011
|
|
40
|
737-
800
|
800LUV
|
36940
|
November-15
|
2011
|
|
41
|
737-700
|
700LUV
|
36938
|
April-16
|
2011
|
|
42
|
737-700
|
700LUV
|
36939
|
May-16
|
2011
|
|
43
|
737-700
|
700LUV
|
36945
|
July-16
|
2011
|
|
44
|
737-700
|
700LUV
|
36977
|
September-16
|
2011
|
|
45
|
737-700
|
700LUV
|
42532
|
January-17
|
2011
|
|
46
|
737-700
|
700LUV
|
36910
|
January-17
|
2011
|
|
47
|
737-700
|
700LUV
|
36970
|
February-17
|
2011
|
|
48
|
737-700
|
700LUV
|
36969
|
February-17
|
2011
|
|
|
|
SA-85
|
Attachment A to SWA-PA-1810-LA1001315RC
|
|
|
Page
2
of 2
|
|
|
|
|
SA-85
|
|
|
The Boeing Company P. O. Box 3707 Seattle, WA 98124-2207
|
Subject:
|
***
|
1.
|
***
|
SWA-PA-1810-LA-1105888R4
|
|
Page
1
|
***
|
|
SA-85
|
|
BOEING PROPRIETARY
|
|
|
SWA-PA-1810-LA-1105888R4
|
|
Page
2
|
***
|
|
SA-85
|
|
BOEING PROPRIETARY
|
|
|
SWA-PA-1810-LA-1105888R4
|
|
Page
3
|
***
|
|
SA-85
|
|
BOEING PROPRIETARY
|
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Jeff Solomon
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
November 4, 2013
|
|
|
||
SOUTHWEST AIRLINES CO.
|
||
|
||
By
|
/s/ Chris Monroe
|
|
Chris Monroe
|
||
Its
|
VP, Treasurer
|
SWA-PA-1810-LA-1105888R4
|
|
Page
4
|
***
|
|
SA-85
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company P. O. Box 3707 Seattle, WA 98124-2207
|
Subject:
|
***
|
|
(b) Letter Agreement SWA-PA-1810-LA-1005885R3, ***
|
|
(c) Letter Agreement SWA-PA-1810-LA-1003490R3, ***
|
SWA-PA-1810-LA-1303010
|
|
SA-85
|
***
|
|
LA Page
1
|
|
BOEING PROPRIETARY
|
|
|
SWA-PA-1810-LA-1303010
|
|
SA-85
|
***
|
|
LA Page
2
|
|
BOEING PROPRIETARY
|
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Jeff Solomon
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
November 4, 2013
|
|
|
||
Southwest Airlines Co.
|
||
|
||
By
|
/s/ Chris Monroe
|
|
Chris Monroe
|
||
Its
|
VP, Treasurer
|
SWA-PA-1810-LA-1303010
|
|
SA-85
|
***
|
|
LA Page
3
|
|
BOEING PROPRIETARY
|
|
|
|
Exhibit 10.27(a)
|
SUPPLEMENTAL AGREEMENT NO. 3
|
|
to
|
|
Purchase Agreement No. 3729
|
|
between
|
|
THE BOEING COMPANY
|
|
and
|
|
SOUTHWEST AIRLINES CO.
|
|
Relating to Boeing Model 737-8 and 737-7 Aircraft
|
SWA-PA-03729
|
|
1
|
|
SA-3
|
|
|
BOEING PROPRIETARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 10.27(a)
|
5.
|
If Customer owes Boeing any additional Advance Payment amounts as a result of the execution of this Supplemental Agreement, Customer will pay such amounts to Boeing. If as a result of the execution of this Supplemental Agreement, there is any excess in Advance Payments made by Customer to Boeing, Boeing will retain such excess amounts until the next Advance Payment is due, at which time Customer may reduce the amount of such Advance Payment by the amount of such excess. A reconciliation regarding changes in Advance Payments arising from this Supplemental Agreement will be provided separately to Customer by Boeing.
|
AGREED AND ACCEPTED this
|
|
|
|
|
|
November 4, 2013
|
|
|
Date
|
|
|
|
|
|
THE BOEING COMPANY
|
|
SOUTHWEST AIRLINES CO.
|
|
|
|
/s/ Jeff Solomon
|
|
/s/ Chris Monroe
|
Signature
|
|
Signature
|
|
|
|
Jeff Solomon
|
|
Chris Monroe
|
Printed name
|
|
Printed name
|
|
|
|
Attorney-in-Fact
|
|
VP Treasurer
|
Title
|
|
Title
|
SWA-PA-03729
|
|
2
|
|
SA-3
|
|
|
BOEING PROPRIETARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PURCHASE AGREEMENT NUMBER PA-03729
|
between
|
THE BOEING COMPANY
|
and
|
Southwest Airlines Co.
|
Relating to Boeing Model 737-8 and 737-7 Aircraft
|
SWA-PA-03729
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
1
|
|
TABLE OF CONTENTS
|
|
ARTICLES
|
TITLES
|
|
Article 1
|
Quantity, Model and Description
|
SA-2
|
Article 2
|
Delivery Schedule
|
|
Article 3
|
Price
|
|
Article 4
|
Payment
|
SA-2
|
Article 5
|
Additional Terms
|
|
TABLE
|
TITLE
|
|
1A
|
737-8 Aircraft Information Table
|
SA-3
|
1B
|
737-7 Aircraft Information Table
|
SA-2
|
EXHIBIT
|
|
|
A1
|
737-8 Aircraft Configuration
|
SA-2
|
A2
|
737-7 Aircraft Configuration
|
SA-2
|
B*
|
Aircraft Delivery Requirements and Responsibilities
|
|
SUPPLEMENTAL EXHIBITS
|
TITLES
|
|
AE1*
|
Escalation Adjustment
/
Airframe and Optional Features
|
|
BFE1*
|
BFE Variables
|
|
CS1
|
Customer Support Variables
|
|
CS1-7MAX
|
Customer Support Variables
|
SA-2
|
EE1*
|
Engine Escalation
/
Engine Warranty and Patent Indemnity
|
|
SLP1*
|
Service Life Policy Components
|
|
LETTER AGREEMENTS
|
TITLES
|
|
SWA-PA-03729-LA-1106463R1
|
Open Matters
|
SA-2
|
SWA-PA-03729
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
2
|
LETTER AGREEMENTS
|
TITLES
|
|
SWA-PA-03729-LA-1106465*
|
***
|
|
SWA-PA-03729-LA-1106466
|
***
|
|
SWA-PA-03729-LA-1106467
|
***
|
|
SWA-PA-03729-LA-1106468*
|
***
|
|
SWA-PA-03729-LA-1106469R1
|
***
|
SA-2
|
SWA-PA-03729-LA-1106470R1
|
***
|
SA-2
|
SWA-PA-03729-LA-1106471R1
|
Substitute Aircraft
|
SA-2
|
SWA-PA-03729-LA-1106472R1
|
***
|
SA-2
|
SWA-PA-03729-LA-1106473
|
***
|
|
SWA-PA-03729-LA-1106474
|
Option Aircraft
|
|
|
Attachment 1
|
SA-3
|
SWA-PA-03729-LA-1106475
|
***
|
|
SWA-PA-03729-LA-1106476*
|
***
|
|
SWA-PA-03729-LA-1106477*
|
***
|
|
SWA-PA-03729-LA-1106478
|
***
|
|
SWA-PA-03729-LA-1106479R1
|
***
|
SA-2
|
SWA-PA-03729-LA-1106480R1
|
***
|
SA-2
|
SWA-PA-03729-LA-1106481R2
|
***
|
SA-2
|
SWA-PA-03729-LA-1106482*
|
***
|
|
SWA-PA-03729-LA-1106483*
|
***
|
|
SWA-PA-03729-LA-1106484*
|
***
|
|
|
Attachment A
|
SA-2
|
|
Attachment B
|
SA-2
|
SWA-PA-03729-LA-1106485*
|
***
|
|
|
|
|
SWA-PA-03729
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
3
|
LETTER AGREEMENTS
|
TITLES
|
|
SWA-PA-03729-LA-1209080
|
***
|
SA-1
|
SWA-PA-03729-LA-1210419
|
***
|
SA-1
|
SWA-PA-03729-LA-1300943
|
***
|
SA-2
|
SWA-PA-03729-LA-1301168
R1
|
***
|
SA-3
|
SWA-PA-01810/03729-LA-1301169
|
***
|
SA-2
|
SWA-PA-03729-LA-1301170
|
***
|
SA-2
|
|
|
|
|
|
|
SWA-PA-03729
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
4
|
Table 1A to
|
||
Purchase Agreement No. PA-03729
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
737-8 Aircraft
|
Airframe Model/MTOW:
|
737-8
|
175900 pounds
|
|
|
Detail Specification:
|
|
D019A001-TBD (10/27/2011)
|
2Q11 External Fcst
|
|
Engine Model/Thrust:
|
CFMLEAP-1B26
|
tbd
|
|
|
Airframe Price Base Year/Escalation Formula:
|
Jul-11
|
ECI-MFG/CPI
|
||
Airframe Price:
|
|
***
|
|
|
Engine Price Base Year/Escalation Formula:
|
N/A
|
N/A
|
||
Optional Features:
|
|
***
|
|
|
|
|
|
|
|
Sub-Total of Airframe and Features:
|
***
|
|
|
Airframe Escalation Data:
|
|
|
|
||
Engine Price (Per Aircraft):
|
|
***
|
|
|
Base Year Index (ECI):
|
|
***
|
|
|
Aircraft Basic Price (Excluding BFE/SPE):
|
***
|
|
|
Base Year Index (CPI):
|
|
***
|
|
||
Buyer Furnished Equipment (BFE) Estimate:
|
***
|
|
|
|
|
|
|
|
|
//Seller Purchased Equipment (SPE)/In-Flight Entertainment (IFE)// Estimate:
|
***
|
|
|
|
|
|
|
|
|
|
Escalation
|
Manufacturer
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Aircraft
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
Number
|
Block
|
Notes
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Jul-2017
|
1
|
***
|
36929
|
A
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Jul-2017
|
2
|
***
|
|
C
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Aug-2017
|
3
|
***
|
36979, 36930, 36984
|
A
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Aug-2017
|
3
|
***
|
|
C
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Sep-2017
|
1
|
***
|
36934
|
A
|
Note 1
|
***
|
***
|
***
|
***
|
***
|
Oct-2017
|
1
|
***
|
36988
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2017
|
1
|
***
|
|
C
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2017
|
1
|
***
|
36989
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2017
|
1
|
***
|
|
C
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2018
|
1
|
***
|
42544
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2018
|
1
|
***
|
|
C
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2018
|
1
|
***
|
|
C
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2018
|
1
|
***
|
42546
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2018
|
1
|
***
|
42547
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2018
|
1
|
***
|
|
C
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2018
|
1
|
***
|
42548
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2018
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2018
|
1
|
***
|
37019
|
A
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729 58681.1F.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
1
|
Table 1A to
|
||
Purchase Agreement No. PA-03729
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
737-8 Aircraft
|
|
|
Escalation
|
Manufacturer
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Aircraft
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
|
Date*
|
Aircraft
|
(Airframe)
|
Number
|
Block
|
Notes
|
Price Per A/P
|
***
|
***
|
***
|
***
|
|
Oct-2018
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2018
|
1
|
***
|
42549
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2018
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2018
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2019
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2019
|
1
|
***
|
37042
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2019
|
1
|
***
|
42550
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2019
|
1
|
***
|
42551
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2019
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2019
|
1
|
***
|
37034
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2019
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2019
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2019
|
1
|
***
|
42552
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2019
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2020
|
1
|
***
|
42553
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2020
|
1
|
***
|
35970
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2020
|
1
|
***
|
35968
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2020
|
1
|
***
|
35972
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2020
|
1
|
***
|
36736
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2020
|
1
|
***
|
33941
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2020
|
1
|
***
|
35963
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2020
|
1
|
***
|
36733
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
SWA-PA-03729 58681.1F.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
2
|
Table 1A to
|
||
Purchase Agreement No. PA-03729
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
737-8 Aircraft
|
|
|
Escalation
|
Manufacturer
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Aircraft
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
|
Date*
|
Aircraft
|
(Airframe)
|
Number
|
Block
|
Notes
|
Price Per A/P
|
***
|
***
|
***
|
***
|
|
Sep-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2020
|
1
|
***
|
35971
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2020
|
1
|
***
|
38804
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2020
|
1
|
***
|
38805
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2020
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2021
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2021
|
1
|
***
|
36729
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2021
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2021
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2021
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2022
|
3
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
SWA-PA-03729 58681.1F.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
3
|
Table 1A to
|
||
Purchase Agreement No. PA-03729
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
737-8 Aircraft
|
|
|
Escalation
|
Manufacturer
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
Serial
|
Aircraft
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
Number
|
Block
|
Notes
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Oct-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2022
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2023
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2023
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2023
|
1
|
***
|
36732
|
B
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2023
|
1
|
***
|
38806
|
B
|
|
***
|
***
|
***
|
***
|
***
|
May-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
May-2023
|
1
|
***
|
37043
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2023
|
1
|
***
|
42536
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2023
|
1
|
***
|
36722
|
B
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2023
|
1
|
***
|
42537
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2023
|
1
|
***
|
36727
|
B
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2023
|
1
|
***
|
42538
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2023
|
1
|
***
|
38815
|
B
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2023
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2023
|
1
|
***
|
42539
|
A
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2024
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2024
|
2
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2024
|
1
|
***
|
38817
|
B
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729 58681.1F.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
4
|
Table 1A to
|
||
Purchase Agreement No. PA-03729
|
||
Aircraft Delivery, Description, Price and Advance Payments
|
||
737-8 Aircraft
|
|
|
|||||||||||||||||||
|
|
Escalation
|
Manufacturer
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|
|
|||||||||||
Delivery
|
Number of
|
Factor
|
Serial
|
Aircraft
|
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
|
|
||||||||
Date*
|
Aircraft
|
(Airframe)
|
Number
|
Block
|
Notes
|
Price Per A/P
|
***
|
***
|
***
|
***
|
|
|
||||||||
Apr-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Apr-2024
|
1
|
***
|
42540
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
May-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
May-2024
|
1
|
***
|
42541
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Jun-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Jun-2024
|
1
|
***
|
42542
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Jul-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Jul-2024
|
1
|
***
|
35967
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Aug-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Aug-2024
|
1
|
***
|
42543
|
A
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Sep-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Sep-2024
|
1
|
***
|
36730
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Oct-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Oct-2024
|
1
|
***
|
33940
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Nov-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Nov-2024
|
1
|
***
|
35974
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Dec-2024
|
1
|
***
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Dec-2024
|
1
|
***
|
35975
|
B
|
|
***
|
***
|
***
|
***
|
***
|
|
|
||||||||
Total:
|
18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
* ***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1) ***
|
|
|
|
|
|
|
SWA-PA-03729 58681.1F.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
5
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
Airframe Model/MTOW:
|
737-8
|
175900 pounds
|
|
Detail Specification:
|
|
D019A007-NEW (11/4/2011)
|
2Q11 External Fcs
|
||
Engine Model/Thrust:
|
CFMLEAP-1B26
|
0 pounds
|
|
Airframe Price Base Year/Escalation Formula:
|
Jul-11
|
ECI-MFG/CPI
|
|||
Airframe Price:
|
|
***
|
|
Engine Price Base Year/Escalation Formula:
|
N/A
|
N/A
|
|||
Optional Features:
|
|
***
|
|
|
|
|
|
|
|
Sub-Total of Airframe and Features:
|
***
|
|
Airframe Escalation Data:
|
|
|
|
|||
Engine Price (Per Aircraft):
|
|
***
|
|
Base Year Index (ECI):
|
|
***
|
|
||
Aircraft Basic Price (Excluding BFE/SPE):
|
***
|
|
Base Year Index (CPI):
|
|
***
|
|
|||
Buyer Furnished Equipment (BFE) Estimate:
|
***
|
|
|
|
|
|
|
||
//Seller Purchased Equipment (SPE)/In-Flight Entertainment (IFE)// Estimate:
|
***
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Non-Refundable Deposit/Aircraft at Def Agreemt:
|
***
|
|
|
|
|
|
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
||||
Delivery
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
|
Date*
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
|
Jan-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jan-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Mar-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Apr-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
May-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
May-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jul-2021
|
2
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Aug-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Sep-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
1
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Oct-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Oct-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2021
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Dec-2021
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jan-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Feb-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Mar-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
May-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jul-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Aug-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Oct-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Nov-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Dec-2022
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2022
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jan-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
2
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Feb-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Mar-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Apr-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
May-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
May-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jun-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jul-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Aug-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Sep-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Oct-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Nov-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2023
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Dec-2023
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jan-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Feb-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
3
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Mar-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Mar-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Apr-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
May-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
May-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Jun-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Aug-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Aug-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Sep-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Sep-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Oct-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Nov-2024
|
1
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2024
|
1
|
***
|
|
D
|
***
|
***
|
***
|
***
|
***
|
Dec-2024
|
2
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jan-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Feb-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Mar-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Apr-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
May-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jun-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Jul-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
4
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
|
||||||||||
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|
|||
Delivery
|
Number of
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
|
Date*
|
Aircraft
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
|
Aug-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2025
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Sep-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Oct-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Nov-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Dec-2026
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jan-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Feb-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Mar-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Apr-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
May-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jun-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Jul-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
Aug-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
5
|
Attachment 1 To
|
||
Letter Agreement No. LA 1106474
|
||
Option Aircraft Delivery, Description, Price and Advance Payments
|
|
|
Escalation
|
|
|
Escalation Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||
Delivery
|
Number of
|
Factor
|
|
Aircraft
|
Adv Payment Base
|
At Signing
|
24 Mos.
|
21/18/12/9/6 Mos.
|
Total
|
Date*
|
Aircraft
|
(Airframe)
|
|
Block
|
Price Per A/P
|
***
|
***
|
***
|
***
|
Sep-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Oct-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Nov-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Dec-2027
|
3
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
Total:
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* ***
|
SWA-PA-03729-LA1106474 58960-1O.TXT
|
Boeing Proprietary
|
SA-3
|
|
|
Page
6
|
|
The Boeing Company
|
P.O. Box 3707
|
|
Seattle, WA 98124-2207
|
1.
|
***
|
SWA-PA-03729-LA-1301168
R1
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
1
|
2.
|
Assignment
.
|
3.
|
Confidentiality
.
|
SWA-PA-03729-LA-1301168
R1
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
2
|
THE BOEING COMPANY
|
|
By
/s/ Jeff Solomon
|
|
Its
Attorney-In-Fact
|
|
ACCEPTED AND AGREED TO this
|
|
Date:
November 4, 2013
|
|
SOUTHWEST AIRLINES CO.
|
|
By
/s/ Chris Monroe
|
|
Its Chris Monroe
VP, Treasurer
|
SWA-PA-03729-LA-1301168
R1
|
|
SA-3
|
|
BOEING PROPRIETARY
|
Page
3
|
|
|
|
Name
|
|
State or Other Jurisdiction of Incorporation
or Organization
|
|
|
|
AirTran Airways 717 Leasing Corporation
|
|
Delaware
|
AirTran Airways, Inc.
|
|
Delaware
|
AirTran Fuel Services, Inc.
|
|
Delaware
|
AirTran Holdings, LLC
|
|
Texas
|
AirTran Risk Management, Inc.
|
|
Delaware
|
Southwest Jet Fuel Co.
|
|
Texas
|
Triple Crown Insurance Co., Ltd.
|
|
Bermuda
|
|
By:
|
/s/ Gary C. Kelly
|
|
|
Gary C. Kelly
|
|
|
Chairman of the Board, President, & Chief Executive Officer
|
|
By:
|
/s/ Tammy Romo
|
|
|
Tammy Romo
|
|
|
Senior Vice President Finance & Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
By:
|
/s/ Gary C. Kelly
|
|
|
Gary C. Kelly
|
|
|
Chairman of the Board, President, & Chief Executive Officer
|
|
By:
|
/s/ Tammy Romo
|
|
|
Tammy Romo
|
|
|
Senior Vice President Finance & Chief Financial Officer
|