SOUTHWEST AIRLINES CO (Form: 10-Q, Received: 11/01/2017 17:10:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	For the quarterly period ended September 30, 2017



	or



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	For the transition period from ________ to ________

Commission File No. 1-7259

Southwest Airlines Co.

(Exact name of registrant as specified in its charter)



TEXAS	74-1563240
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)
P.O. Box 36611
Dallas, Texas	75235-1611
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨
	Emerging growth company ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No þ

Number of shares of Common Stock outstanding as of the close of business on October 30, 2017 : 593,387,660

TABLE OF CONTENTS TO FORM 10-Q

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheet as of September 30, 2017 and December 31, 2016

Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016

Condensed Consolidated Statement of Cash Flows for the three and nine months ended September 30, 2017 and 2016

Notes to Condensed Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

SOUTHWEST AIRLINES CO.

FORM 10-Q

PART I – FINANCIAL INFORMATION

Item 1 . Financial Statements

Southwest Airlines Co.

Condensed Consolidated Balance Sheet

(in millions)

(unaudited)



	September 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	1,460		$	1,680
Short-term investments	1,580			1,625
Accounts and other receivables	579			546
Inventories of parts and supplies, at cost	438			337
Prepaid expenses and other current assets	223			310
Total current assets	4,280			4,498

Property and equipment, at cost:
Flight equipment	21,004			20,275
Ground property and equipment	4,219			3,779
Deposits on flight equipment purchase contracts	1,118			1,190
Assets constructed for others	1,460			1,220
	27,801			26,464
Less allowance for depreciation and amortization	9,645			9,420
	18,156			17,044
Goodwill	970			970
Other assets	843			774
	$	24,249		$	23,286

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,124		$	1,178
Accrued liabilities	1,593			1,985
Air traffic liability	3,932			3,115
Current maturities of long-term debt	316			566
Total current liabilities	6,965			6,844

Long-term debt less current maturities	2,763			2,821
Deferred income taxes	3,697			3,374
Construction obligation	1,311			1,078
Other noncurrent liabilities	713			728
Stockholders' equity:
Common stock	808			808
Capital in excess of par value	1,436			1,410
Retained earnings	12,806			11,418
Accumulated other comprehensive loss	(136		)	(323		)
Treasury stock, at cost	(6,114		)	(4,872		)
Total stockholders' equity	8,800			8,441
	$	24,249		$	23,286

See accompanying notes.

Southwest Airlines Co.

Condensed Consolidated Statement of Comprehensive Income

(in millions, except per share amounts)

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
OPERATING REVENUES:
Passenger	$	4,745		$	4,669		$	14,403		$	13,971
Freight	42			42			128			129
Other	484			428			1,366			1,250
Total operating revenues	5,271			5,139			15,897			15,350

OPERATING EXPENSES:
Salaries, wages, and benefits	1,795			1,909			5,395			5,089
Fuel and oil	1,003			941			2,915			2,696
Maintenance materials and repairs	263			258			758			801
Aircraft rentals	51			56			158			174
Landing fees and other rentals	324			307			969			918
Depreciation and amortization	302			315			939			903
Other operating expenses	699			658			2,021			1,854
Total operating expenses	4,437			4,444			13,155			12,435

OPERATING INCOME	834			695			2,742			2,915

OTHER EXPENSES (INCOME):
Interest expense	28			31			84			93
Capitalized interest	(15		)	(12		)	(38		)	(34		)
Interest income	(9		)	(6		)	(24		)	(17		)
Other (gains) losses, net	39			64			207			135
Total other expenses (income)	43			77			229			177

INCOME BEFORE INCOME TAXES	791			618			2,513			2,738
PROVISION FOR INCOME TAXES	288			230			913			1,016

NET INCOME	$	503		$	388		$	1,600		$	1,722

NET INCOME PER SHARE, BASIC	$	0.84		$	0.63		$	2.65		$	2.73

NET INCOME PER SHARE, DILUTED	$	0.84		$	0.62		$	2.64		$	2.70

COMPREHENSIVE INCOME	$	630		$	517		$	1,787		$	2,274

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	597			618			605			630
Diluted	598			625			606			638

Cash dividends declared per common share	$	.125		$	.100		$	.350		$	.275

See accompanying notes.

Southwest Airlines Co.

Condensed Consolidated Statement of Cash Flows

(in millions)

(unaudited)



	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	503		$	388		$	1,600		$	1,722
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization	302			315			939			903
Loss on asset impairment	—			—			—			21
Aircraft grounding charge	63			—			63			—
Unrealized/realized (gain) loss on fuel derivative instruments	(42		)	(67		)	(20		)	(101		)
Deferred income taxes	82			315			213			395
Changes in certain assets and liabilities:
Accounts and other receivables	—			(320		)	(23		)	(355		)
Other assets	(64		)	(16		)	(264		)	(61		)
Accounts payable and accrued liabilities	89			247			(156		)	272
Air traffic liability	(80		)	(77		)	817			686
Cash collateral received from derivative counterparties	151			114			286			230
Other, net	(8		)	(43		)	(89		)	(128		)
Net cash provided by operating activities	996			856			3,366			3,584

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(638		)	(464		)	(1,603		)	(1,364		)
Assets constructed for others	(17		)	(33		)	(113		)	(70		)
Purchases of short-term investments	(531		)	(641		)	(1,653		)	(1,670		)
Proceeds from sales of short-term and other investments	566			549			1,696			1,671
Other, net	—			5			—			—
Net cash used in investing activities	(620		)	(584		)	(1,673		)	(1,433		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Employee stock plans	7			6			22			23
Reimbursement for assets constructed for others	17			33			113			68
Payments of long-term debt and capital lease obligations	(106		)	(68		)	(534		)	(171		)
Payments of cash dividends	(75		)	(62		)	(274		)	(222		)
Repayment of construction obligation	(2		)	(2		)	(7		)	(6		)
Repurchase of common stock	(300		)	(250		)	(1,250		)	(1,450		)
Other, net	6			(3		)	17			(10		)
Net cash used in financing activities	(453		)	(346		)	(1,913		)	(1,768		)

NET CHANGE IN CASH AND CASH EQUIVALENTS	(77		)	(74		)	(220		)	383

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	1,537			2,040			1,680			1,583

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,460		$	1,966		$	1,460		$	1,966

CASH PAYMENTS FOR:
Interest, net of amount capitalized	$	16		$	27		$	61		$	77
Income taxes	$	229		$	264		$	611		$	902

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Flight equipment acquired through the assumption of debt	$	—		$	20		$	—		$	20
Flight equipment under capital leases	$	77		$	—		$	180		$	251
Assets constructed for others	$	39		$	50		$	127		$	165

See accompanying notes.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. BASIS OF PRESENTATION

Southwest Airlines Co. (the "Company") operates Southwest Airlines, a major passenger airline that provides scheduled air transportation in the United States and near-international markets. The unaudited Condensed Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States ("GAAP") for complete financial statements. The unaudited Condensed Consolidated Financial Statements for the interim periods ended September 30, 2017 and 2016 include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments and elimination of significant intercompany transactions. Financial results for the Company and airlines in general can be seasonal in nature. In many years, the Company's revenues, as well as its Operating income and Net income, have been better in its second and third fiscal quarters than in its first and fourth fiscal quarters. Air travel is also significantly impacted by general economic conditions, the amount of disposable income available to consumers, unemployment levels, corporate travel budgets, natural disasters, and other factors beyond the Company's control. These and other factors, such as the price of jet fuel in some periods, the nature of the Company's fuel hedging program, the periodic volatility of commodities used by the Company for hedging jet fuel, and the requirements related to hedge accounting, have created, and may continue to create, significant volatility in the Company's financial results. See Note 3 for further information on fuel and the Company's hedging program. Operating results for the three and nine months ended September 30, 2017 , are not necessarily indicative of the results that may be expected for future quarters or for the year ended December 31, 2017 . For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Southwest Airlines Co. Annual Report on Form 10-K for the year ended December 31, 2016 .

2 . NEW ACCOUNTING PRONOUNCEMENTS

On August 28, 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2017-12, Targeted Improvements to Accounting for Hedging Activities. The standard amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. The amendments also simplify the application of hedge accounting in certain situations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted in any interim or annual period. The most significant impacts of this ASU on the Company's accounting will be the elimination of ineffectiveness for all cash flow hedges in a hedging relationship, as well as a change in classification of premium expense associated with option contracts. Currently, such premium expense for the Company's fuel hedges is reflected as a component of Other (gains) losses, net, in the Condensed Consolidated Statement of Income, but under the new ASU will be reflected as a component of the line item to which the hedge relates, which is Fuel and oil expense. The Company is currently considering early adoption of the ASU as of January 1, 2018.

On March 10, 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in nonoperating expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect this to have a material impact on Operating income and expects this to have no impact on Net income. The Company will adopt this guidance as of January 1, 2018.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

On January 26, 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test (as defined by the FASB), which requires a hypothetical purchase price allocation (implied fair value of goodwill) to measure impairment loss. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect this ASU to have a significant impact on its financial statement presentation or results.

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases (with the exception of short-term leases) at the lease commencement date and recognize expenses on the income statement in a similar manner to the current guidance in Accounting Standards Codification 840, Leases. The lease liability will be measured at the present value of the unpaid lease payments and the right-of-use asset will be derived from the calculation of the lease liability. Lease payments will include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments will not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components.

The Company has formed a project team to evaluate and implement the standard, and currently believes the most significant impact of this ASU on its accounting will be the balance sheet impact of its aircraft operating leases, which will significantly increase assets and liabilities. As of September 30, 2017 , the Company had 53 leased aircraft under operating leases and also had another 76 aircraft under operating leases that are being subleased to another airline. As of September 30, 2017 , the net present value of future rents for those aircraft was approximately $1.0 billion . This amount only includes contractual payments due to lessors, and does not consider certain items that the standard requires to be assessed in determining the final asset and liability to be reflected on the Company's balance sheet, such as lease renewal options and potential impairments, nor does it consider the sublease income that is due from third parties. The Company also has operating leases related to terminal operations space and other real estate leases. Although the real estate leases will also have a substantial impact to the balance sheet, the Company does not expect the leases related to terminal operations space to have a significant impact since variable lease payments, other than those based on an index or rate, are excluded from the measurement of the lease liability. The Company also does not expect the adoption of this ASU to impact any of its existing debt covenants.

In addition, the standard eliminates the current build-to-suit lease accounting guidance and could result in derecognition of build-to-suit assets and liabilities that remained on the balance sheet after the end of the construction period. The underlying leases for these facilities will be subject to evaluation under the new standard. See Note 7 for further information on the Company’s build-to-suit projects.

The Company anticipates utilizing the modified retrospective transition approach to adopt the standard, which requires application of the new guidance for all periods presented with an option to use certain practical expedients. The Company currently plans to adopt the standard as of January 1, 2018, pending successful implementation of a third-party lease accounting software and completion of remaining administrative tasks. The Company is continuing to evaluate the new guidance and plans to provide additional information in its 2017 10-K.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Following the FASB's finalization of a one year deferral of this standard, the ASU is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company has formed a project team to evaluate and work to implement the standard, and currently believes the most significant impact of this ASU on its accounting will be the elimination of the incremental cost method for frequent flyer accounting, which will require the Company to re-value its liabilities associated with Customer flight points with a relative fair value approach, resulting in a significant increase in the liabilities. The Company's liabilities associated with these flight points were $64 million at September 30, 2017 ,

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

and the Company currently estimates that applying a relative fair value approach would increase the liabilities by approximately 20 to 25 times that value, depending on various assumptions made at the time of measurement. The adoption of the new standard is also expected to result in different income statement classification for certain types of revenues which are currently classified as Other revenues, but under the new ASU would be included in Passenger revenues. Based on the Company's full year 2016 results, the amount to be reclassified would have been approximately $600 million . However, the estimated impact of this ASU would not have had a material impact on Operating revenues and would not have impacted any of its existing debt covenants. The Company currently anticipates utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented, and will adopt the standard as of January 1, 2018. The Company is continuing to evaluate the new guidance both internally and through its participation in an industry working group, and plans to continue to provide relevant and material information prior to adoption. The Company is in the process of completing its analysis of information necessary to recast prior period results, however it does not believe there are any remaining significant implementation topics associated with the adoption of this ASU that have not yet been addressed.

3 . FINANCIAL DERIVATIVE INSTRUMENTS

Fuel contracts

Airline operators are inherently dependent upon energy to operate and, therefore, are impacted by changes in jet fuel prices. Furthermore, jet fuel and oil typically represents one of the largest operating expenses for airlines. The Company endeavors to acquire jet fuel at the lowest possible cost and to reduce volatility in operating expenses through its fuel hedging program. Although the Company may periodically enter into jet fuel derivatives for short-term timeframes, because jet fuel is not widely traded on an organized futures exchange, there are limited opportunities to hedge directly in jet fuel for time horizons longer than approximately 24 months into the future. However, the Company has found that financial derivative instruments in other commodities, such as West Texas Intermediate ("WTI") crude oil, Brent crude oil, and refined products, such as heating oil and unleaded gasoline, can be useful in decreasing its exposure to jet fuel price volatility. The Company does not purchase or hold any financial derivative instruments for trading or speculative purposes.

The Company has used financial derivative instruments for both short-term and long-term timeframes, and primarily uses a mixture of purchased call options, collar structures (which include both a purchased call option and a sold put option), call spreads (which include a purchased call option and a sold call option), put spreads (which include a purchased put option and a sold put option), and fixed price swap agreements in its portfolio. Although the use of collar structures and swap agreements can reduce the overall cost of hedging, these instruments carry more risk than purchased call options in that the Company could end up in a liability position when the collar structure or swap agreement settles. With the use of purchased call options and call spreads, the Company cannot be in a liability position at settlement, but does not have coverage once market prices fall below the strike price of the purchased call option.

For the purpose of evaluating its net cash spend for jet fuel and for forecasting its future estimated jet fuel expense, the Company evaluates its hedge volumes strictly from an "economic" standpoint and thus does not consider whether the hedges have qualified or will qualify for hedge accounting. The Company defines its "economic" hedge as the net volume of fuel derivative contracts held, including the impact of positions that have been offset through sold positions, regardless of whether those contracts qualify for hedge accounting. The level at which the Company is economically hedged for a particular period is also dependent on current market prices for that period, as well as the types of derivative instruments held and the strike prices of those instruments. For example, the Company may enter into "out-of-the-money" option contracts (including "catastrophic" protection), which may not generate intrinsic gains at settlement if market prices do not rise above the option strike price. Therefore, even though the Company may have an economic hedge in place for a particular period, that hedge may not produce any hedging gains at settlement and may even produce hedging losses depending on market prices, the types of instruments held, and the strike prices of those instruments.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

For the three and nine months ended September 30, 2017 , the Company had fuel derivative instruments in place for up to 61 percent and 62 percent , respectively, of its fuel consumption. As of September 30, 2017 , the Company also had fuel derivative instruments in place to provide coverage at varying price levels, but up to a maximum of approximately 64 percent of its remaining 2017 estimated fuel consumption, depending on where market prices settle. The following table provides information about the Company’s volume of fuel hedging on an economic basis considering current market prices:



	Maximum fuel hedged as of
	September 30, 2017	Derivative underlying commodity type as of
Period (by year)	(gallons in millions) (a)	September 30, 2017
Remainder of 2017	320	WTI crude and Brent crude oil
2018	1,647	WTI crude and Brent crude oil
2019	1,377	WTI crude and Brent crude oil
Beyond 2019	358	WTI crude oil

(a) Due to the types of derivatives utilized by the Company and different price levels of those contracts, these volumes represent the maximum economic hedge in place and may vary significantly as market prices fluctuate.

Upon proper qualification, the Company accounts for its fuel derivative instruments as cash flow hedges. Generally, utilizing hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective are recorded in Accumulated other comprehensive income (loss) ("AOCI") until the underlying jet fuel is consumed. See Note 4 . The Company’s results are subject to the possibility that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for hedge accounting. Ineffectiveness results when the change in the fair value of the derivative instrument exceeds the change in the value of the Company’s expected future cash outlay to purchase and consume jet fuel. To the extent that the periodic changes in the fair value of the derivatives are ineffective, the ineffective portion is recorded to Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income in the period of the change. Likewise, if a hedge ceases to qualify for hedge accounting, any change in the fair value of derivative instruments since the last reporting period is recorded to Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income in the period of the change; however, any amounts previously recorded to AOCI would remain there until such time as the original forecasted transaction occurs, at which time these amounts would be reclassified to Fuel and oil expense. When the Company has sold derivative positions in order to effectively "close" or offset a derivative already held as part of its fuel derivative instrument portfolio, any subsequent changes in fair value of those positions are marked to market through earnings. Likewise, any changes in fair value of those positions that were offset by entering into the sold positions and were de-designated as hedges are concurrently marked to market through earnings. However, any changes in value related to hedges that were deferred as part of AOCI while designated as a hedge would remain until the originally forecasted transaction occurs. In a situation where it becomes probable that a fuel hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. The Company did not have any such situations occur during 2016 , or during the nine months ended September 30, 2017 .

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

All cash flows associated with purchasing and selling fuel derivatives are classified as Other operating cash flows in the unaudited Condensed Consolidated Statement of Cash Flows. The following table presents the location of all assets and liabilities associated with the Company’s derivative instruments within the unaudited Condensed Consolidated Balance Sheet:



		Asset derivatives				Liability derivatives
	Balance Sheet	Fair value at		Fair value at		Fair value at		Fair value at
(in millions)	location	9/30/2017		12/31/2016		9/30/2017		12/31/2016
Derivatives designated as hedges (a)
Fuel derivative contracts (gross)	Prepaid expenses and other current assets	$	23	$	7	$	36	$	44
Fuel derivative contracts (gross)	Other assets	85		126		—		—
Fuel derivative contracts (gross)	Accrued liabilities	16		4		84		412
Interest rate derivative contracts	Other noncurrent liabilities	—		—		18		35
Total derivatives designated as hedges		$	124	$	137	$	138	$	491
Derivatives not designated as hedges (a)
Fuel derivative contracts (gross)	Prepaid expenses and other current assets	$	41	$	54	$	25	$	—
Fuel derivative contracts (gross)	Other assets	14		52		14		52
Fuel derivative contracts (gross)	Accrued liabilities	55		201		85		262
Interest rate derivative contracts	Other noncurrent liabilities	—		—		3		—
Total derivatives not designated as hedges		$	110	$	307	$	127	$	314
Total derivatives		$	234	$	444	$	265	$	805

(a) Represents the position of each trade before consideration of offsetting positions with each counterparty and does not include the impact of cash collateral deposits provided to or received from counterparties. See discussion of credit risk and collateral following in this Note.

In addition, the Company had the following amounts associated with fuel derivative instruments and hedging activities in its unaudited Condensed Consolidated Balance Sheet:



	Balance Sheet	September 30,		December 31,
(in millions)	location	2017		2016
Cash collateral deposits held from counterparties for fuel contracts - current	Offset against Prepaid expenses and other current assets	$	3	$	4
Cash collateral deposits held from counterparties for fuel contracts - noncurrent	Offset against Other assets	1		6
Cash collateral deposits provided to counterparties for fuel contracts - current	Offset against Accrued liabilities	18		311
Due to third parties for fuel contracts	Accounts payable	50		75

All of the Company's fuel derivative instruments and interest rate swaps are subject to agreements that follow the netting guidance in the applicable accounting standards for derivatives and hedging. The types of derivative instruments the Company has determined are subject to netting requirements in the accompanying unaudited Condensed Consolidated Balance Sheet are those in which the Company pays or receives cash for transactions with the same counterparty and in the same currency via one net payment or receipt. For cash collateral held by the Company or provided to counterparties, the Company nets such amounts against the fair value of the Company's derivative portfolio

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

by each counterparty. The Company has elected to utilize netting for both its fuel derivative instruments and interest rate swap agreements and also classifies such amounts as either current or noncurrent, based on the net fair value position with each of the Company's counterparties in the unaudited Condensed Consolidated Balance Sheet.

The Company's application of its netting policy associated with cash collateral differs depending on whether its derivative instruments are in a net asset position or a net liability position. If its fuel derivative instruments are in a net asset position with a counterparty, cash collateral amounts held are first netted against current outstanding derivative asset amounts associated with that counterparty until that balance is zero, and then any remainder is applied against the fair value of noncurrent outstanding derivative instruments. If the Company's fuel derivative instruments are in a net liability position with the counterparty, cash collateral amounts provided are first netted against noncurrent outstanding derivative liability amounts associated with that counterparty until that balance is zero, and then any remainder is applied against the fair value of current outstanding derivative instruments.

The Company has the following recognized financial assets and financial liabilities resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting:



Offsetting of derivative assets
(in millions)
		(i)		(ii)			(iii) = (i) + (ii)			(i)		(ii)			(iii) = (i) + (ii)
		September 30, 2017								December 31, 2016
Description	Balance Sheet location	Gross amounts of recognized assets		Gross amounts offset in the Balance Sheet			Net amounts of assets presented in the Balance Sheet			Gross amounts of recognized assets		Gross amounts offset in the Balance Sheet			Net amounts of assets presented in the Balance Sheet
Fuel derivative contracts	Prepaid expenses and other current assets	$	64	$	(64	)	$	—		$	61	$	(48	)	$	13
Fuel derivative contracts	Other assets	$	99	$	(15	)	$	84	(a)	$	178	$	(58	)	$	120	(a)
Fuel derivative contracts	Accrued liabilities	$	89	$	(89	)	$	—	(a)	$	516	$	(516	)	$	—	(a)

(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 5 .



Offsetting of derivative liabilities
(in millions)
		(i)		(ii)			(iii) = (i) + (ii)			(i)		(ii)			(iii) = (i) + (ii)
		September 30, 2017								December 31, 2016
Description	Balance Sheet location	Gross amounts of recognized liabilities		Gross amounts offset in the Balance Sheet			Net amounts of liabilities presented in the Balance Sheet			Gross amounts of recognized liabilities		Gross amounts offset in the Balance Sheet			Net amounts of liabilities presented in the Balance Sheet
Fuel derivative contracts	Prepaid expenses and other current assets	$	64	$	(64	)	$	—		$	48	$	(48	)	$	—
Fuel derivative contracts	Other assets	$	15	$	(15	)	$	—	(a)	$	58	$	(58	)	$	—	(a)
Fuel derivative contracts	Accrued liabilities	$	169	$	(89	)	$	80	(a)	$	674	$	(516	)	$	158	(a)
Interest rate derivative contracts	Other noncurrent liabilities	$	21	$	—		$	21	(a)	$	35	$	—		$	35	(a)

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 5 .

The following tables present the impact of derivative instruments and their location within the unaudited Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 :



Derivatives in cash flow hedging relationships
	(Gain) loss recognized in AOCI on derivatives (effective portion)								(Gain) loss reclassified from AOCI into income (effective portion) (a)						(Gain) loss recognized in income on derivatives (ineffective portion) (b)
	Three months ended								Three months ended						Three months ended
	September 30,								September 30,						September 30,
(in millions)	2017				2016				2017			2016			2017		2016
Fuel derivative contracts	$	(29	)	*	$	19		*	$	94	*	$	141	*	$	8	$	(4	)
Interest rate derivatives	—			*	(2		)	*	2		*	2		*	—		(2		)
Total	$	(29	)		$	17			$	96		$	143		$	8	$	(6	)

*Net of tax

(a) Amounts related to fuel derivative contracts and interest rate derivatives, which are included in Fuel and oil and Interest expense, respectively.

(b) Amounts are included in Other (gains) losses, net.



Derivatives in cash flow hedging relationships
	(Gain) loss recognized in AOCI on derivatives (effective portion)							(Gain) loss reclassified from AOCI into income (effective portion)(a)						(Gain) loss recognized in income on derivatives (ineffective portion)(b)
	Nine months ended							Nine months ended						Nine months ended
	September 30,							September 30,						September 30,
(in millions)	2017			2016				2017			2016			2017		2016
Fuel derivative contracts	$	104	*	$	(62	)	*	$	282	*	$	484	*	$	29	$	(3	)
Interest rate derivatives	1		*	4			*	6		*	7		*	—		(3		)
Total	$	105		$	(58	)		$	288		$	491		$	29	$	(6	)

*Net of tax

(a) Amounts related to fuel derivative contracts and interest rate derivatives, which are included in Fuel and oil and Interest expense, respectively.

(b) Amounts are included in Other (gains) losses, net.



Derivatives not in cash flow hedging relationships

	(Gain) loss recognized in income on derivatives
	(Gain) loss recognized in income on derivatives
	Three months ended					Location of (gain) loss recognized in income on derivatives
	September 30,
(in millions)	2017			2016
Fuel derivative contracts	$	(4	)	$	35	Other (gains) losses, net
Interest rate derivatives	(1		)	—		Interest expense
	$	(5	)	$	35

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)



Derivatives not in cash flow hedging relationships
	(Gain) loss
	recognized in income on
	derivatives
	Nine months ended					Location of (gain) loss
	September 30,					recognized in income
(in millions)	2017			2016		on derivatives
Fuel derivative contracts	$	80		$	23	Other (gains) losses, net
Interest rate derivatives	(3		)	—		Interest expense
	$	77		$	23

The Company also recorded expense associated with premiums paid for fuel derivative contracts that settled/expired during the three months ended September 30, 2017 and 2016 of $34 million and $34 million , respectively, and the nine months ended September 30, 2017 and 2016 of $102 million and $117 million , respectively. These amounts are excluded from the Company’s measurement of effectiveness for related hedges and are included as a component of Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income.

The fair values of the derivative instruments, depending on the type of instrument, were determined by the use of present value methods or option value models with assumptions about commodity prices based on those observed in underlying markets or provided by third parties. Included in the Company’s cumulative net unrealized losses from fuel hedges as of September 30, 2017 , recorded in AOCI, were approximately $118 million in unrealized losses , net of taxes, which are expected to be realized in earnings during the twelve months subsequent to September 30, 2017 .

Interest rate swaps

The Company is party to certain interest rate swap agreements that are accounted for as either fair value hedges or cash flow hedges, as defined in the applicable accounting guidance for derivative instruments and hedging. Several of the Company's interest rate swap agreements qualify for the "shortcut" method of accounting for hedges, which dictates that the hedges are assumed to be perfectly effective, and, thus, there is no ineffectiveness to be recorded in earnings. For the Company’s interest rate swap agreements that do not qualify for the "shortcut" method of accounting, ineffectiveness is required to be measured at each reporting period. The ineffectiveness associated with all of the Company’s interest rate swap agreements for all periods presented was not material.

Credit risk and collateral

Credit exposure related to fuel derivative instruments is represented by the fair value of contracts that are an asset to the Company at the reporting date. At such times, these outstanding instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company has not experienced any significant credit loss as a result of counterparty nonperformance in the past. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market position of the fuel hedging program and its relative market position with each counterparty. At September 30, 2017 , the Company had agreements with all of its active counterparties containing early termination rights and/or bilateral collateral provisions whereby security is required if market risk exposure exceeds a specified threshold amount based on the counterparty credit rating. The Company also had agreements with counterparties in which cash deposits, letters of credit, and/or pledged aircraft are required to be posted as collateral whenever the net fair value of derivatives associated with those counterparties exceeds specific thresholds. In certain cases, the Company has the ability to substitute among these different forms of collateral at its discretion.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table provides the fair values of fuel derivatives, amounts posted as collateral, and applicable collateral posting threshold amounts as of September 30, 2017 , at which such postings are triggered:

Counterparty (CP)

(in millions)

Other (a)

Total

Fair value of fuel derivatives

(42

)

(10

)

Cash collateral held from (by) CP

(18

)

—

(14

)

Aircraft collateral pledged to CP

—

Letters of credit (LC)

—

Option to substitute LC for aircraft

(200) to (600)(b)

(100) to (500)(c)

(150) to (550)(c)

N/A

Option to substitute LC for cash

N/A

>(500)(c)

(75) to (150) or >(550)(c)

(125) to (150) or >(550)(d)

(d)

N/A

If credit rating is investment

grade, fair value of fuel

derivative level at which:

Cash is provided to CP

(50) to (200) or >(600)

(50) to (100) or >(500)

(75) to (150) or >(550)

(125) to (150) or >(550)

>(100)

>(65)

Cash is received from CP

>50(e)

>150(e)

>250(e)

>75(e)

>0(e)

>30(e)

Aircraft or cash can be pledged to

CP as collateral

(200) to (600)(f)

(100) to (500)(c)

(150) to (550)(c)

N/A

If credit rating is non-investment

grade, fair value of fuel derivative level at which:

Cash is provided to CP

(0) to (200) or >(600)

(0) to (100) or >(500)

(0) to (150) or >(550)

(g)

Cash is received from CP

(g)

Aircraft or cash can be pledged to

CP as collateral

(200) to (600)

(100) to (500)

(150) to (550)

N/A

(a) Individual counterparties with fair value of fuel derivatives < $2 million .

(b) The Company has the option of providing letters of credit in addition to aircraft collateral if the appraised value of the aircraft does not meet the collateral requirements.

(d) The Company has the option to substitute letters of credit for 100 percent of cash collateral requirement.

(e) Thresholds may vary based on changes in credit ratings within investment grade.

(f) The Company has the option of providing cash or pledging aircraft as collateral.

(g) Cash collateral is provided at 100 percent of fair value of fuel derivative contracts.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

4. COMPREHENSIVE INCOME

Comprehensive income includes changes in the fair value of certain financial derivative instruments that qualify for hedge accounting, unrealized gains and losses on certain investments, and actuarial gains/losses arising from the Company’s postretirement benefit obligation. The differences between Net income and Comprehensive income for the three and nine months ended September 30, 2017 and 2016 were as follows:



	Three months ended September 30,
(in millions)	2017		2016
NET INCOME	$	503	$	388
Unrealized gain on fuel derivative instruments, net of deferred taxes of $73 and $72	123		122
Unrealized gain on interest rate derivative instruments, net of deferred taxes of $- and $2	2		4
Other, net of deferred taxes of $2 and $2	2		3
Total other comprehensive income	$	127	$	129
COMPREHENSIVE INCOME	$	630	$	517



	Nine months ended September 30,
(in millions)	2017		2016
NET INCOME	$	1,600	$	1,722
Unrealized gain on fuel derivative instruments, net of deferred taxes of $105 and $321	178		546
Unrealized gain on interest rate derivative instruments, net of deferred taxes of $2 and $1	5		3
Other, net of deferred taxes of $2 and $2	4		3
Total other comprehensive income	$	187	$	552
COMPREHENSIVE INCOME	$	1,787	$	2,274

A rollforward of the amounts included in AOCI is shown below for the three and nine months ended September 30, 2017 :



(in millions)	Fuel derivatives			Interest rate derivatives			Defined benefit plan items			Other		Deferred tax			Accumulated other comprehensive income (loss)
Balance at June 30, 2017	$	(412	)	$	(13	)	$	(14	)	$	22	$	154		$	(263	)
Changes in fair value	45			—			—			4		(18		)	31
Reclassification to earnings	151			2			—			—		(57		)	96
Balance at September 30, 2017	$	(216	)	$	(11	)	$	(14	)	$	26	$	79		$	(136	)



(in millions)	Fuel derivatives			Interest rate derivatives			Defined benefit plan items			Other		Deferred tax			Accumulated other comprehensive income (loss)
Balance at December 31, 2016	$	(499	)	$	(18	)	$	(14	)	$	20	$	188		$	(323	)
Changes in fair value	(165		)	(1		)	—			6		59			(101		)
Reclassification to earnings	448			8			—			—		(168		)	288
Balance at September 30, 2017	$	(216	)	$	(11	)	$	(14	)	$	26	$	79		$	(136	)

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following tables illustrate the significant amounts reclassified out of each component of AOCI for the three and nine months ended September 30, 2017 :



Three months ended September 30, 2017
(in millions)	Amounts reclassified from AOCI		Affected line item in the unaudited Condensed Consolidated Statement of Comprehensive Income
AOCI components	Amounts reclassified from AOCI
Unrealized loss on fuel derivative instruments	$	151	Fuel and oil expense
	57		Less: Tax expense
	$	94	Net of tax
Unrealized loss on interest rate derivative instruments	$	2	Interest expense
	—		Less: Tax expense
	$	2	Net of tax

Total reclassifications for the period	$	96	Net of tax



Nine months ended September 30, 2017
(in millions)	Amounts reclassified from AOCI		Affected line item in the unaudited Condensed Consolidated Statement of Comprehensive Income
AOCI components	Amounts reclassified from AOCI
Unrealized loss on fuel derivative instruments	$	448	Fuel and oil expense
	166		Less: Tax Expense
	$	282	Net of tax
Unrealized loss on interest rate derivative instruments	$	8	Interest expense
	2		Less: Tax Expense
	$	6	Net of tax

Total reclassifications for the period	$	288	Net of tax

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

5. SUPPLEMENTAL FINANCIAL INFORMATION



(in millions)	September 30, 2017		December 31, 2016
Derivative contracts	$	84	$	120
Intangible assets, net	416		426
Capital lease receivable	79		90
Non-current prepaid maintenance	113		6
Other	151		132
Other assets	$	843	$	774



(in millions)	September 30, 2017		December 31, 2016
Accounts payable trade	$	165	$	138
Salaries payable	175		200
Taxes payable	180		184
Aircraft maintenance payable	33		26
Fuel payable	139		95
Other payables	432		535
Accounts payable	$	1,124	$	1,178



(in millions)	September 30, 2017			December 31, 2016
ProfitSharing and savings plans	$	450		$	645
Aircraft and other lease related obligations	41			55
Permanently grounded aircraft liability	31		(a)	—
Vacation pay	348			355
Contract ratification bonuses	69			188
Health	93			96
Derivative contracts	80			158
Workers compensation	174			183
Property and income taxes	79			68
Other	228			237
Accrued liabilities	$	1,593		$	1,985



(in millions)	September 30, 2017			December 31, 2016
Postretirement obligation	$	274		$	256
Non-current lease-related obligations	94			125
Permanently grounded aircraft liability	18		(a)	—
Other deferred compensation	225			204
Derivative contracts	21			35
Other	81			108
Other noncurrent liabilities	$	713		$	728

(a) These amounts represent the current and noncurrent portion of the Company's cease-use liability recorded during third quarter 2017 , as a result of the Company grounding its remaining leased Boeing 737-300 aircraft on September 29, 2017. The liability reflects the remaining net lease payments due and certain lease return requirements that may have to be performed on these leased aircraft prior to their return to the lessors as of the cease-use date, but does not include the write–off of approximately $15 million in net prepaid rents associated with the aircraft at the grounding

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

date, which were included in the $63 million charge recorded. This loss related to the grounding of the Classic fleet was recorded to Other operating expenses in the unaudited Condensed Consolidated Statement of Comprehensive Income during third quarter 2017.

For further details on fuel derivative and interest rate derivative contracts, see Note 3 .

Other Operating Expenses

Other operating expenses consist of distribution costs, advertising expenses, personnel expenses, professional fees, and other operating costs, none of which individually exceeded 10 percent of Operating expenses.

6. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share (in millions, except per share amounts):



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
NUMERATOR:
Net income	$	503	$	388	$	1,600	$	1,722
Incremental income effect of interest on 5.25% convertible notes	—		1		—		2
Net income after assumed conversion	$	503	$	389	$	1,600	$	1,724

DENOMINATOR:
Weighted-average shares outstanding, basic	597		618		605		630
Dilutive effect of Employee stock options and restricted stock units	1		1		1		2
Dilutive effect of 5.25% convertible notes	—		6		—		6
Adjusted weighted-average shares outstanding, diluted	598		625		606		638

NET INCOME PER SHARE:
Basic	$	0.84	$	0.63	$	2.65	$	2.73
Diluted	$	0.84	$	0.62	$	2.64	$	2.70

7 . COMMITMENTS AND CONTINGENCIES

Fort Lauderdale-Hollywood International Airport

In December 2013 , the Company entered into an agreement with Broward County, Florida, which owns and operates Fort Lauderdale-Hollywood International Airport ("FLL"), to oversee and manage the design and construction of the airport's Terminal 1 Modernization Project. Pursuant to an addendum entered into during 2016, the cost of the project is not to exceed $333 million . In addition to significant improvements to the existing Terminal 1, the project includes the design and construction of a new five-gate Concourse A with an international processing facility. Funding for the project comes directly from Broward County aviation sources, but flows through the Company in its capacity as manager of the project. Major construction on the project began during third quarter 2015 . Construction of Concourse A was completed during second quarter 2017, and construction on Terminal 1 is expected to be completed later this year. The Company has determined that due to its agreed upon role in overseeing and managing the project, it is considered the owner of the project for accounting purposes. As such, during construction the Company records expenditures as Assets constructed for others ("ACFO") in the unaudited Condensed Consolidated Balance Sheet, along with a corresponding outflow within Assets constructed for others in the unaudited Condensed Consolidated Statement of Cash Flows, and an increase to Construction obligation (with a corresponding cash inflow from Financing activities in the unaudited Condensed Consolidated Statement of Cash Flows) as reimbursements are received from Broward County.

Los Angeles International Airport

In March 2013, the Company executed a lease agreement (the "T1 Lease") with Los Angeles World Airports ("LAWA"), which owns and operates Los Angeles International Airport ("LAX"). Under the T1 Lease, which was amended in June 2014 and September 2017, the Company is overseeing and managing the design, development, financing, construction, and commissioning of the airport's Terminal 1 Modernization Project at a cost not to exceed $526 million (including proprietary renovations, or $510 million excluding proprietary renovations). In October 2017, the Company executed a separate lease agreement with LAWA (the "T1.5 Lease"). The Company intends to oversee and manage the design, development, financing, construction, and commissioning of a passenger processing facility between Terminal 1 and

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

2 ("Terminal 1.5"), but there is a scenario under the T1.5 Lease where the Company could be responsible for constructing just the site improvements for Terminal 1.5. Terminal 1.5 will house ticketing, baggage claim, passenger screening and a bus gate at a cost not to exceed $479 million for site improvements and non-proprietary improvements.

These projects are being funded primarily using the Regional Airports Improvement Corporation (the "RAIC"), which is a quasi-governmental special purpose entity that acts as a conduit borrower under syndicated credit facilities provided by groups of lenders. Loans made under the separate credit facilities for the Terminal 1 project and the Terminal 1.5 project are being used to fund the development of each of these projects, and the outstanding loans will be repaid with the proceeds of LAWA’s payments to purchase completed construction phases. The Company has guaranteed the obligations of the RAIC under each of the credit facilities of the respective lease agreements. As of September 30, 2017, there was no guarantee outstanding for the Terminal 1.5 project, and the Company's outstanding remaining guaranteed obligation under the credit facility for the Terminal 1 project was $299 million .

Construction on the Terminal 1 project began during 2014 and is estimated to be completed during 2018. Construction on the Terminal 1.5 project began during third quarter 2017 and is estimated to be completed during 2020. The Company has determined that due to its agreed upon role in overseeing and managing these projects, it is considered the owner of these projects for accounting purposes. LAWA is reimbursing the Company (through the RAIC credit facilities) for the site improvements and non-proprietary improvements, while proprietary improvements will not be reimbursed. As a result, the costs incurred to fund these projects are included within ACFO and all amounts that have been or will be reimbursed will be included within Construction obligation on the accompanying unaudited Condensed Consolidated Balance Sheet.

Dallas Love Field

During 2008, the City of Dallas approved the Love Field Modernization Program ("LFMP"), a project to reconstruct Dallas Love Field with modern, convenient air travel facilities. Pursuant to a Program Development Agreement with the City of Dallas and the Love Field Airport Modernization Corporation (or "LFAMC," a Texas non-profit "local government corporation" established by the City of Dallas to act on the City of Dallas' behalf to facilitate the development of the LFMP), the Company managed this project.

Although the City of Dallas received commitments from various sources that helped to fund portions of this LFMP project, including the Federal Aviation Administration ("FAA"), the Transportation Security Administration, and the City of Dallas' Aviation Fund, the majority of the funds used were from the issuance of bonds. The Company guaranteed principal and interest payments on $456 million of such bonds issued by the LFAMC. As of September 30, 2017 , $432 million of principal remained outstanding. The Company utilized the accounting guidance provided for lessees involved in asset construction. Upon completion of different phases of the LFMP project, the Company has placed the associated assets in service and has begun depreciating the assets over their estimated useful lives. The corresponding LFMP liabilities are being reduced primarily through the Company's airport rental payments to the City of Dallas as the construction costs of this project are passed through to the Company via recurring airport rates and charges. Major construction was effectively completed by December 31, 2014. During second quarter 2017, the City of Dallas approved using the remaining bond funds for additional terminal construction projects which began during second quarter and are expected to be completed in 2018.

During 2015, the City of Dallas issued additional bonds for the construction of a new parking garage at Dallas Love Field. The Company has not guaranteed the principal or interest payments on these bonds, but remains the accounting owner of this project due to its incorporation into the LFMP agreements.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Construction costs recorded in ACFO for the Company's various projects as of September 30, 2017 , and December 31, 2016 , were as follows:



		September 30, 2017						December 31, 2016
(in millions)		ACFO		ACFO, Net (b)		Construction Obligation		ACFO		ACFO, Net (b)		Construction Obligation
FLL Terminal	(a)	$	245	$	244	$	245	$	132	$	132	$	132
LAX Terminal 1	(a)	417		404		417		344		336		344
LFMP - Terminal		540		474		517		538		486		522
LFMP - Parking Garage	(a)	132		132		132		80		80		80
HOU International Terminal	(c)	126		119		—		126		122		—
		$	1,460	$	1,373	$	1,311	$	1,220	$	1,156	$	1,078

(a) Projects still in progress.

(b) Net of accumulated depreciation.

Contingencies

The Company is from time to time subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, examinations by the Internal Revenue Service ("IRS"). The Company's management does not expect that the outcome of any of its currently ongoing legal proceedings or the outcome of any adjustments presented by the IRS, individually or collectively, will have a material adverse effect on the Company's financial condition, results of operations, or cash flow.

8. FAIR VALUE MEASUREMENTS

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of September 30, 2017 , the Company held certain items that are required to be measured at fair value on a recurring basis. These included cash equivalents, short-term investments (primarily treasury bills and certificates of deposit), interest rate derivative contracts, fuel derivative contracts, and available-for-sale securities. The majority of the Company’s short-term investments consist of instruments classified as Level 1. However, the Company has certificates of deposit, commercial paper, and Eurodollar deposits that are classified as Level 2, due to the fact that the fair value for these instruments is determined utilizing observable inputs in non-active markets. Other available-for-sale securities primarily consist of investments associated with the Company’s excess benefit plan.

The Company’s fuel and interest rate derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Fuel derivative instruments include swaps, as well as different types of option contracts, whereas interest rate derivatives consist solely of swap agreements. See Note 3 for further information on the Company’s derivative instruments and hedging activities. The fair values of swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized these swap contracts as Level 2. The Company’s Treasury Department, which reports to the Chief Financial Officer, determines the value of option contracts utilizing an option pricing model based on inputs that are either readily available in public markets, can be derived from information available in publicly quoted markets, or are provided by financial institutions that trade these contracts. The option pricing model used by the Company is an industry standard model for valuing options and is the same model used by the broker/dealer community (i.e., the Company’s counterparties). The inputs to this option pricing model are the option strike price, underlying price, risk free rate of interest, time to expiration, and volatility. Because certain inputs used to determine

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

the fair value of option contracts are unobservable (principally implied volatility), the Company has categorized these option contracts as Level 3. Volatility information is obtained from external sources, but is analyzed by the Company for reasonableness and compared to similar information received from other external sources. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. To validate the reasonableness of the Company’s option pricing model, on a monthly basis, the Company compares its option valuations to third party valuations. If any significant differences were to be noted, they would be researched in order to determine the reason. However, historically, no significant differences have been noted. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

Included in Other available-for-sale securities are the Company’s investments associated with its deferred compensation plans, which consist of mutual funds that are publicly traded and for which market prices are readily available. These plans are non-qualified deferred compensation plans designed to hold contributions in excess of limits established by the Internal Revenue Code of 1986, as amended. The distribution timing and payment amounts under these plans are made based on the participant’s distribution election and plan balance. Assets related to the funded portions of the deferred compensation plans are held in a rabbi trust, and the Company remains liable to these participants for the unfunded portion of the plans. The Company records changes in the fair value of the assets in the Company’s earnings.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2017 , and December 31, 2016 :



				Fair value measurements at reporting date using:
				Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	September 30, 2017			(Level 1)		(Level 2)			(Level 3)
Assets	(in millions)
Cash equivalents
Cash equivalents (a)	$	1,025		$	1,025	$	—		$	—
Commercial paper	420			—		420			—
Certificates of deposit	15			—		15			—
Short-term investments:
Treasury bills	1,344			1,344		—			—
Certificates of deposit	236			—		236			—
Fuel derivatives:
Swap contracts (c)	12			—		12			—
Option contracts (b)	164			—		—			164
Option contracts (c)	58			—		—			58
Other available-for-sale securities	101			101		—			—
Total assets	$	3,375		$	2,470	$	683		$	222
Liabilities
Fuel derivatives:
Swap contracts (c)	$	(27	)	$	—	$	(27	)	$	—
Option contracts (b)	(76		)	—		—			(76		)
Option contracts (c)	(141		)	—		—			(141		)
Interest rate derivatives (see Note 3)	(21		)	—		(21		)	—
Total liabilities	$	(265	)	$	—	$	(48	)	$	(217	)

(a) Cash equivalents are primarily composed of money market investments.

(b) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as a net asset. See Note 3.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)



				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, 2016			(Level 1)		(Level 2)			(Level 3)
Assets	(in millions)
Cash equivalents
Cash equivalents (a)	$	1,344		$	1,344	$	—		$	—
Commercial paper	325			—		325			—
Certificates of deposit	11			—		11			—
Short-term investments:
Treasury bills	1,345			1,345		—			—
Certificates of deposit	280			—		280			—
Fuel derivatives:
Swap contracts (c)	42			—		42			—
Option contracts (b)	239			—		—			239
Option contracts (c)	163			—		—			163
Other available-for-sale securities	83			83		—			—
Total assets	$	3,832		$	2,772	$	658		$	402
Liabilities
Fuel derivatives:
Swap contracts (c)	$	(110	)	$	—	$	(110	)	$	—
Option contracts (b)	(96		)	—		—			(96		)
Option contracts (c)	(564		)	—		—			(564		)
Interest rate derivatives (see Note 3)	(35		)	—		(35		)	—
Total liabilities	$	(805	)	$	—	$	(145	)	$	(660	)

(a) Cash equivalents are primarily composed of money market investments.

(b) In the unaudited Consolidated Balance Sheet amounts are presented as a net asset. See Note 3.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company had no transfers of assets or liabilities between any of the above levels during the nine months ended September 30, 2017 , or the year ended December 31, 2016 . The Company did not have any assets or liabilities measured at fair value on a nonrecurring basis as of the nine months ended September 30, 2017 , or the year ended December 31, 2016 . The following tables present the Company’s activity for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2017 :



Fair value measurements using significant unobservable inputs (Level 3)
(in millions)	Fuel derivatives
Balance at June 30, 2017	$	(233	)
Total gains (realized or unrealized)
Included in earnings	10
Included in other comprehensive income	45
Purchases	25			(a)
Sales	—			(a)
Settlements	158
Balance at September 30, 2017	$	5
The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to option contracts still held at September 30, 2017	$	4

(a) The purchase and sale of fuel derivatives are recorded gross based on the structure of the derivative instrument and whether a contract with multiple derivatives is purchased as a single instrument or separate instruments.



Fair value measurements using significant unobservable inputs (Level 3)
(in millions)	Fuel derivatives
Balance at December 31, 2016	$	(258	)
Total losses (realized or unrealized)
Included in earnings	(136		)
Included in other comprehensive income	(164		)
Purchases	104			(a)
Sales	—			(a)
Settlements	459
Balance at September 30, 2017	$	5
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to option contracts still held at September 30, 2017	$	(57	)

(a) The purchase and sale of fuel derivatives are recorded gross based on the structure of the derivative instrument and

whether a contract with multiple derivatives is purchased as a single instrument or separate instruments.

The significant unobservable input used in the fair value measurement of the Company’s derivative option contracts is implied volatility. Holding other inputs constant, a significant increase (decrease) in implied volatility would result in a significantly higher (lower) fair value measurement, respectively, for the Company’s derivative option contracts.

Southwest Airlines Co.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table presents a range of the unobservable inputs utilized in the fair value measurements of the Company’s fuel derivatives classified as Level 3 at September 30, 2017 :



Quantitative information about Level 3 fair value measurements
	Valuation technique	Unobservable input	Period (by year)	Range
Fuel derivatives	Option model	Implied volatility	Fourth quarter 2017	14-30%
			2018	19-28%
			2019	18-23%
			Beyond 2019	17-21%

The carrying amounts and estimated fair values of the Company’s long-term debt (including current maturities), as well as the applicable fair value hierarchy tier, at September 30, 2017 , are presented in the table below. The fair values of the Company’s publicly held long-term debt are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these agreements as Level 2. Debt under seven of the Company’s debt agreements is not publicly held. The Company has determined the estimated fair value of this debt to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes indicative pricing from counterparties and a discounted cash flow method to estimate the fair value of the Level 3 items.



(in millions)	Carrying value		Estimated fair value		Fair value level hierarchy
French Credit Agreements due 2018 - 2.15%	$	7	$	7	Level 3
Fixed-rate 737 Aircraft Notes payable through 2018 - 7.03%	3		3		Level 3
2.75% Notes due 2019	301		305		Level 2
Term Loan Agreement payable through 2019 - 6.315%	76		77		Level 3
Term Loan Agreement payable through 2019 - 4.84%	19		20		Level 3
2.65% Notes due 2020	495		503		Level 2
Term Loan Agreement payable through 2020 - 5.223%	249		252		Level 3
737 Aircraft Notes payable through 2020	166		165		Level 3
Pass Through Certificates due 2022 - 6.24%	294		322		Level 2
Term Loan Agreement payable through 2026 - 2.53%	215		215		Level 3
3.00% Notes due 2026	300		296		Level 2
7.375% Debentures due 2027	128		157		Level 2

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Relevant comparative operating statistics for the three and nine months ended September 30, 2017 and 2016 are included below. The Company provides these operating statistics because they are commonly used in the airline industry and, as such, allow readers to compare the Company’s performance against its results for the prior year period, as well as against the performance of the Company’s peers.



	Three months ended September 30,
	2017			2016			Change
Revenue passengers carried	33,029,537			31,768,550			4.0	%
Enplaned passengers	40,232,993			38,852,737			3.6	%
Revenue passenger miles (RPMs) (000s) ^(a)	33,128,227			32,315,952			2.5	%
Available seat miles (ASMs) (000s) ^(b)	39,053,164			37,881,510			3.1	%
Load factor ^(c)	84.8		%	85.3		%	(0.5	)	pts
Average length of passenger haul (miles)	1,003			1,017			(1.4	)%
Average aircraft stage length (miles)	756			764			(1.0	)%
Trips flown	341,086			332,420			2.6	%
Seats flown ^(d)	50,850,348			49,050,147			3.7	%
Seats per trip ^(e)	149.08			147.55			1.0	%
Average passenger fare	$	143.67		$	146.96		(2.2	)%
Passenger revenue yield per RPM (cents) ^(f)	14.32			14.45			(0.9	)%
Operating revenues per ASM (cents) ^(g)	13.50			13.57			(0.5	)%
Passenger revenue per ASM (cents) ^(h)	12.15			12.32			(1.4	)%
Operating expenses per ASM (cents) ⁽ⁱ⁾	11.36			11.73			(3.2	)%
Operating expenses per ASM, excluding fuel (cents)	8.79			9.25			(5.0	)%
Operating expenses per ASM, excluding fuel and profitsharing (cents)	8.47			8.98			(5.7	)%
Fuel costs per gallon, including fuel tax	$	1.92		$	1.83		4.9	%
Fuel costs per gallon, including fuel tax, economic	$	2.00		$	2.02		(1.0	)%
Fuel consumed, in gallons (millions)	521			513			1.6	%
Active fulltime equivalent Employees	55,671			53,072			4.9	%
Aircraft at end of period	687			714			(3.8	)%



	Nine months ended September 30,
	2017			2016			Change
Revenue passengers carried	96,561,189			92,712,998			4.2	%
Enplaned passengers	117,248,334			112,960,419			3.8	%
Revenue passenger miles (RPMs) (000s) ^(a)	96,851,582			93,431,810			3.7	%
Available seat miles (ASMs) (000s) ^(b)	115,924,258			111,374,942			4.1	%
Load factor ^(c)	83.5		%	83.9		%	(0.4	)	pts
Average length of passenger haul (miles)	1,003			1,008			(0.5	)%
Average aircraft stage length (miles)	760			763			(0.4	)%
Trips flown	1,010,703			981,409			3.0	%
Seats flown ^(d)	150,258,237			144,264,317			4.2	%
Seats per trip ^(e)	148.67			147.00			1.1	%
Average passenger fare	$	149.16		$	150.69		(1.0	)%
Passenger revenue yield per RPM (cents) ^(f)	14.87			14.95			(0.5	)%
Operating revenues per ASM (cents) ^(g)	13.71			13.78			(0.5	)%
Passenger revenue per ASM (cents) ^(h)	12.42			12.54			(1.0	)%
Operating expenses per ASM (cents) ⁽ⁱ⁾	11.35			11.17			1.6	%
Operating expenses per ASM, excluding fuel (cents)	8.83			8.74			1.0	%
Operating expenses per ASM, excluding fuel and profitsharing (cents)	8.46			8.33			1.6	%
Fuel costs per gallon, including fuel tax	$	1.88		$	1.79		5.0	%
Fuel costs per gallon, including fuel tax, economic	$	1.96		$	1.87		4.8	%
Fuel consumed, in gallons (millions)	1,544			1,498			3.1	%
Active fulltime equivalent Employees	55,671			53,072			4.9	%
Aircraft at end of period	687			714			(3.8	)%

(a) 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.

(b) 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.

(d) Seats flown is calculated using total number of seats available by aircraft type multiplied by the total trips flown by the same aircraft type during a particular period.

(e) Seats per trip is calculated using seats flown divided by trips flown. Also referred to as "gauge."

(f) 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.

(g) Calculated as operating revenues 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.

(h) 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.

(i) 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.

Financial Overview

The Company recorded third quarter and year-to-date GAAP and non-GAAP results for 2017 and 2016 as noted in the following tables. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.



	Three months ended						Nine months ended
(in millions, except per share amounts)	September 30,						September 30,
GAAP	2017		2016		Percent Change		2017		2016		Percent Change
Operating income	$	834	$	695	20.0	%	$	2,742	$	2,915	(5.9	)%
Net income	$	503	$	388	29.6	%	$	1,600	$	1,722	(7.1	)%
Net income per share, diluted	$	0.84	$	0.62	35.5	%	$	2.64	$	2.70	(2.2	)%

Non-GAAP
Operating income	$	871	$	972	(10.4	)%	$	2,709	$	3,190	(15.1	)%
Net income	$	528	$	582	(9.3	)%	$	1,648	$	1,907	(13.6	)%
Net income per share, diluted	$	0.88	$	0.93	(5.4	)%	$	2.72	$	3.00	(9.3	)%

Third quarter 2017 Net income was $503 million , a 29.6 percent increase year-over-year, or $0.84 per diluted share. This increase was attributable to a 1.6 percent increase in Passenger revenues driven by a 3.1 percent year-over-year capacity growth and strong demand for low-fare air travel. Prior year results included $356 million of ratification bonuses accrued in Salaries, wages, and benefit expense associated with tentative collective-bargaining agreements reached with multiple unionized workgroups. The Company considered these accrued contract ratification bonuses a special item in its presentation of financial results. Excluding special items in both years, third quarter 2017 non-GAAP Net income was $528 million , a 9.3 percent decrease year-over-year, or $0.88 per diluted share. Operating income for third quarter 2017 was $834 million , and non-GAAP Operating income for third quarter 2017 , was $871 million .

For the nine months ended September 30, 2017 , Net income was $1.60 billion , a 7.1 percent decrease year-over-year, or $2.64 per diluted share, and non-GAAP Net income was $1.65 billion , a 13.6 percent decrease year-over-year, or $2.72 per diluted share. These decreases were primarily due to a 6.0 percent increase in Salaries, wages, and benefits expense, primarily due to wage rate increases resulting from amended collective-bargaining agreements reached with multiple unionized workgroups, coupled with an 8.1 percent increase in Fuel and oil expense, primarily due to increases in market prices. The decrease in Net income was reduced by a 3.1 percent increase in Passenger revenues driven by a 4.1 percent year-over-year capacity growth and strong demand for low-fare air travel. Prior year results included $356 million of contract ratification bonuses accrued in Salaries, wages, and benefit expense associated with tentative collective-bargaining agreements reached with multiple unionized workgroups. Operating income for the nine months ended September 30, 2017 was $2.74 billion , and non-GAAP Operating income for the nine months ended September 30, 2017 , was $2.71 billion .

For the twelve months ended September 30, 2017 , the Company's earnings performance, combined with its actions to manage invested capital, produced a 26.8 percent pre-tax non-GAAP return on invested capital ("ROIC"), compared with the Company's ROIC of 32.3 percent for the twelve months ended September 30, 2016 . The primary cause of the year-over-year decline in ROIC was the decrease in Operating income for the twelve months ended September 30, 2017 , compared with the twelve months ended September 30, 2016 . See the Company's calculation of ROIC in the accompanying reconciliation tables as well as the Note Regarding Use of Non-GAAP Financial Measures.

Company Overview

The Company ended third quarter 2017 with 687 aircraft in its fleet, which reflects the third quarter delivery of 6 new 737-800 aircraft from Boeing, 9 new 737 MAX 8 aircraft from Boeing, and 6 pre-owned Boeing 737-700 aircraft from

third parties. Additionally, the Company currently expects to take delivery of 11 new 737-800 aircraft, 5 new 737 MAX 8 aircraft, and 4 pre-owned 737-700 aircraft during fourth quarter 2017 . The 737 MAX 8 aircraft was placed into service on October 1, 2017. The Company also retired the remaining 69 Boeing 737-300 ("Classic") aircraft during third quarter 2017, as part of an accelerated retirement schedule for its Classic aircraft. The Company recorded a charge of $63 million related to the leased portion of the Classic fleet, representing the remaining net lease payments due and certain lease return requirements that may have to be performed on these leased aircraft prior to their return to the lessors, as of the cease-use date. After taking into account scheduled deliveries for new and pre-owned aircraft during fourth quarter 2017 , the Company's fleet is expected to increase to 707 aircraft by year-end 2017. For 2018, the Company's current firm aircraft commitments would result in 750 aircraft in the Company's fleet by year-end. The Company continues to expect its 2018 year-over-year ASM growth to be less than 5.7 percent, with first half 2018 year-over-year ASM growth in the range of three to four percent. The Company continues to expect the retirement of its Classic aircraft to produce significant incremental cost savings and improvements in pre-tax results of at least $200 million, cumulatively, by the end of 2020.

During July 2017, the Company announced new scheduled international service beginning in 2018 between Indianapolis and Cancun, seasonally, and between Fort Lauderdale and Aruba. During August 2017, the Company announced 19 new routes from California cities, beginning in 2018. Among the new routes, the Company added new service from both San Jose and Sacramento to San Jose del Cabo/Cabo San Lucas, and from both Columbus, Ohio and New Orleans, Louisiana to Cancun, beginning in 2018 and subject to requisite government approvals. During October 2017, the Company announced plans to begin selling tickets in 2018 for service to Hawaii, subject to requisite governmental approvals, including approval from the FAA for Extended Operations (ETOPS), a regulatory requirement to operate between the U.S. mainland and the Hawaiian Islands.

The Company plans to continue its route network and schedule optimization efforts through the addition of new markets and itineraries, while also pruning less profitable flights from its schedule. The Company currently expects its fourth quarter 2017 ASMs to increase in the one to two percent range, compared with fourth quarter 2016 .

During September 2017, the Company's Facilities Maintenance Technicians, represented by Aircraft Mechanics Fraternal Association, reached a tentative collective-bargaining agreement with the Company. A ratification vote has not yet been scheduled.

The Company continued to return value to its Shareholders during third quarter 2017 through a $300 million accelerated share repurchase program, which was launched in August 2017 with a financial institution in a privately negotiated transaction ("Third Quarter 2017 ASR Program"). The Company received 5.3 million shares in total under the Third Quarter 2017 ASR Program, which was completed in October 2017. The purchase was recorded as a treasury share repurchase for purposes of calculating earnings per share. The launch of the Third Quarter 2017 ASR Program brings total repurchases of common stock in 2017 to $1.25 billion . The Company has $1.7 billion remaining under its May 2017 $2.0 billion share repurchase authorization. See Part II, Item 2 for further information on the Company's share repurchase authorization. The Company also made dividend payments totaling $75 million during third quarter 2017 .

Material Changes in Results of Operations

Comparison of three months ended September 30, 2017 and September 30, 2016

Operating Revenues

Passenger revenues for third quarter 2017 increase d by $76 million , or 1.6 percent , year-over-year. Holding all other factors constant, the increase was primarily attributable to a 3.1 percent increase in capacity, partially offset by approximately $100 million in reduced revenues as a result of the hurricanes and earthquakes (the "natural disasters") during third quarter 2017 . The Company canceled approximately 5,000 flights due to the natural disasters. On a unit basis, Passenger revenues decrease d 1.4 percent , year-over-year, largely driven by a 0.9 percent decrease in Passenger revenue yield due to the industry's competitive domestic fare environment. Load factor remained solid at 84.8 percent .

Freight revenues for third quarter 2017 were flat, compared with third quarter 2016 . Based on current trends, the Company expects fourth quarter 2017 Freight revenues to increase compared with fourth quarter 2016 .

Other revenues for third quarter 2017 increase d by $56 million , or 13.1 percent , year-over-year. Approximately 75 percent of the increase was due to an increase in revenue associated with cardholder spend on the Company's co-branded Chase® Visa credit card, and the remainder of the increase was due to higher ancillary revenues. The Company currently expects Other revenues in fourth quarter 2017 to increase , compared with fourth quarter 2016 .

Third quarter 2017 unit revenue results included headwinds of less than a point from the Company's new reservation system that are not expected to continue in fourth quarter 2017. The Company continues to expect the benefits from the new reservation system capabilities to produce incremental improvements to 2018 pre-tax results of an estimated $200 million.

While the revenue yield environment remains competitive, passenger revenue yields for October, on a year-over-year basis, have improved sequentially from August and September year-over-year trends, and travel demand remains solid. Based on these trends and current bookings, the Company expects fourth quarter 2017 operating unit revenues to increase in the range of up slightly to 1.5 percent, as compared with fourth quarter 2016 .

ASU No. 2014-09, Revenue from Contracts with Customers is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Therefore, the Company plans to adopt the standard as of January 1, 2018, utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented. See Note 2 to the unaudited Condensed Consolidated Financial Statements for further information.

Operating Expenses

Operating expenses for third quarter 2017 decrease d by $7 million , or 0.2 percent , compared with third quarter 2016 , while capacity increase d 3.1 percent over the same period. Historically, except for changes in the price of fuel, changes in Operating expenses for airlines have been largely driven by changes in capacity, or ASMs. The following table presents the Company's Operating expenses per ASM for the third quarter of 2017 and 2016 , followed by explanations of these changes on a per ASM basis and dollar basis:



	Three months ended September 30,						Per ASM change			Percent change
(in cents, except for percentages)	2017			2016			Per ASM change			Percent change
Salaries, wages, and benefits		4.60	¢		5.04	¢		(0.44	)¢	(8.7	)%
Fuel and oil	2.57			2.48			0.09			3.6
Maintenance materials and repairs	0.67			0.68			(0.01		)	(1.5	)
Aircraft rentals	0.13			0.15			(0.02		)	(13.3	)
Landing fees and other rentals	0.83			0.81			0.02			2.5
Depreciation and amortization	0.77			0.83			(0.06		)	(7.2	)
Other operating expenses	1.79			1.74			0.05			2.9
Total		11.36	¢		11.73	¢		(0.37	)¢	(3.2	)%

Operating expenses per ASM for third quarter 2017 decrease d by 3.2 percent , compared with third quarter 2016 , primarily due to $356 million of ratification bonuses accrued in Salaries, wages, and benefits expense in third quarter 2016 , associated with tentative collective-bargaining agreements reached with multiple unionized workgroups. This decrease was partially offset by an increase in market jet fuel prices, coupled with charges associated with grounding the Company's remaining Classic aircraft on September 29, 2017. See discussion of Other operating expenses below for further information. Operating expenses per ASM for third quarter 2017 , excluding Fuel and oil expense and special items (a non-GAAP financial measure), increased 3.9 percent , compared with third quarter 2016 , primarily due to wage rate increases as a result of amended collective-bargaining agreements reached with multiple unionized

workgroups during or since third quarter 2016. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. Based on current trends and excluding Fuel and oil expense, special items, and profitsharing expense, the Company expects its fourth quarter 2017 unit costs to be in the range of flat to up 1.5 percent, year-over-year. The year-over-year projections do not reflect the potential impact of Fuel and oil expense, special items, and profitsharing expense in both years because the Company cannot reliably predict or estimate those items or expenses or their impact to its financial statements in future periods, especially considering the significant volatility of the Fuel and oil expense line item. Accordingly, the Company believes a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.

Salaries, wages, and benefits expense for third quarter 2017 decrease d by $114 million , or 6.0 percent , compared with third quarter 2016 . On a per ASM basis, third quarter 2017 Salaries, wages, and benefits expense decrease d 8.7 percent , compared with third quarter 2016 . On both a dollar and per ASM basis, the majority of the decreases were the result of $356 million of ratification bonuses accrued in third quarter 2016 , associated with tentative collective-bargaining agreements reached with multiple unionized workgroups. This decrease was partially offset by higher salaries and resulting contributions to the Company sponsored 401(k) plans, primarily driven by wage rate increases as a result of amended collective-bargaining agreements reached during or since third quarter 2016 . Based on current cost trends and anticipated capacity, the Company expects fourth quarter 2017 Salaries, wages, and benefits expense per ASM, excluding special items and profitsharing expense, to increase , compared with fourth quarter 2016 . The year-over-year projection does not reflect the potential impact of special items and profitsharing expense in both years because the Company cannot reliably predict or estimate those items or expense or their impact to the Company's financial statements in future periods. Accordingly, the Company believes a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.

Fuel and oil expense for third quarter 2017 increase d by $ 62 million , or 6.6 percent , compared with third quarter 2016 . On a per ASM basis, third quarter 2017 Fuel and oil expense increase d 3.6 percent , compared with third quarter 2016 . On both a dollar and per ASM basis, the increases were attributable to higher market jet fuel prices, partially offset by a decrease in net hedging losses recognized compared to third quarter 2016 . See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. The Company's average economic jet fuel cost per gallon decrease d 1.0 percent , year-over-year, from $ 2.02 for third quarter 2016 to $2.00 for third quarter 2017 . The Company also slightly improved its fuel efficiency during third quarter 2017, compared with the same prior year period, when measured on the basis of ASMs generated per gallon of fuel. Fuel gallons consumed increase d 1.6 percent , as compared with third quarter 2016 , while year-over-year capacity increase d 3.1 percent . As a result of the Company's fuel hedging program, the Company recognized net losses totaling $117 million in Fuel and oil expense for third quarter 2017 , compared with net losses totaling $189 million for third quarter 2016 . These totals include cash settlements realized from the settlement of fuel derivative contracts associated with the Company's economic fuel hedge totaling $163 million paid to counterparties for third quarter 2017 , compared with $287 million paid to counterparties for third quarter 2016 . Additionally, these totals exclude gains and/or losses recognized from hedge ineffectiveness and from derivatives that did not qualify for hedge accounting. Those items are recorded as a component of Other (gains) losses, net. See Note 3 to the unaudited Condensed Consolidated Financial Statements.

As of October 20, 2017 , on an economic basis, the Company had derivative contracts in place related to expected future fuel consumption as follows:



Period	Maximum percent of estimated fuel consumption covered by fuel derivative contracts at varying West Texas Intermediate/Brent Crude Oil, Heating Oil, and Gulf Coast Jet Fuel-equivalent price levels (a)
2018	79%
2019	63%
Beyond 2019 (b)	10%

(a) The Company’s hedge position can vary significantly at different price levels, including prices at which the Company considers "catastrophic" coverage. The percentages provided are not indicative of the Company's hedge coverage at every price, but represent the highest level of coverage at a single price. The Company believes its coverage related to 2017 is best reflected within the jet fuel forecast price sensitivity table provided below. See Note 3 to the unaudited Condensed Consolidated Financial Statements for further information.

(b) The Company's coverage for 2020 was approximately 10 percent of estimated fuel consumption. The coverage beyond 2020 was not significant.

As a result of applying hedge accounting in prior periods, including related to hedge positions that have either been offset or settled early on a cash basis, the Company has amounts in Accumulated other comprehensive income (loss) ("AOCI") that will be recognized in earnings in future periods when the underlying fuel derivative contracts settle. The following table displays the Company's estimated fair value of remaining fuel derivative contracts (not considering the impact of the cash collateral provided to or received from counterparties—see Note 3 to the unaudited Condensed Consolidated Financial Statements for further information), as well as the amount of deferred gains/losses in AOCI at September 30, 2017 , and the expected future periods in which these items are expected to settle and/or be recognized in earnings (in millions):



Year	Fair value (liability) of fuel derivative contracts at September 30, 2017			Amount of gains (losses) deferred in AOCI at September 30, 2017 (net of tax)
Remainder of 2017	$	(133	)	$	(80	)
2018	55			(49		)
2019	50			(6		)
Beyond 2019	18			(1		)
Total	$	(10	)	$	(136	)

Based on forward market prices and the amounts in the above table (and excluding any other subsequent changes to the fuel hedge portfolio), the Company's jet fuel costs per gallon could exceed market (i.e., unhedged) prices during some of these future periods. This is based primarily on expected future cash settlements associated with fuel derivatives, but excludes any impact associated with the ineffectiveness of fuel hedges or fuel derivatives that are marked to market because they do not qualify for hedge accounting. See Note 3 to the unaudited Condensed Consolidated Financial Statements for further information. Assuming no changes to the Company's current fuel derivative portfolio, but including all previous hedge activity for fuel derivatives that have not yet settled, and considering only the expected net cash payments related to hedges that will settle, the Company is providing the below sensitivity table for fourth quarter 2017 jet fuel prices at different crude oil assumptions as of October 20, 2017 , and for expected premium costs associated with settling contracts.



		Estimated economic jet fuel price per gallon, including taxes
Average Brent Crude Oil price per barrel		4Q 2017 (b)
$30		$1.35 - $1.40
$40		$1.55 - $1.60
Current Market (a)		Approximately $2.10
$70		$2.10 - $2.15
$80		$2.25 - $2.30
Estimated premium costs (c)		Approximately $34 million

(a) Brent crude oil average market price as of October 20, 2017, was approximately $57 per barrel for fourth quarter 2017.

(b) The economic fuel price per gallon sensitivities provided assume the relationship between Brent crude oil and refined products based on market prices as of October 20, 2017. Economic fuel cost projections do not reflect the potential impact of special items because the Company cannot reliably predict or estimate the hedge accounting impact associated with the volatility of the energy markets or the impact to its financial statements in future periods. Accordingly, the Company believes a reconciliation of non-

GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.

Maintenance materials and repairs expense for third quarter 2017 increase d $5 million , or 1.9 percent , compared with third quarter 2016 . On a per ASM basis, Maintenance materials and repairs expense decrease d 1.5 percent , compared with third quarter 2016 , as the dollar increases were more than offset by the 3.1 percent increase in capacity. On a dollar basis, the majority of the increase was due to an increase in Boeing 737-700 engine maintenance resulting from increased utilization and additional flight hours, partially offset by a decrease in airframe expenses due to the timing of regular maintenance checks and the retirement of the Company's Classic fleet. The Company currently expects Maintenance materials and repairs expense per ASM for fourth quarter 2017 to be comparable with fourth quarter 2016 .

Aircraft rentals expense for third quarter 2017 decrease d by $5 million , or 8.9 percent , compared with third quarter 2016 . On a per ASM basis, Aircraft rentals expense decrease d 13.3 percent , compared with third quarter 2016 . On both a dollar and per ASM basis, the majority of the decreases were due to lease returns and the purchase of nine 737-300 aircraft that were previously on operating leases since third quarter 2016 . See the accompanying Note Regarding Use of Non-GAAP Financial Measures for further information. The Company currently expects Aircraft rentals expense per ASM for fourth quarter 2017 to decrease, compared with fourth quarter 2016 .

Landing fees and other rentals expense for third quarter 2017 increase d by $17 million , or 5.5 percent , compared with third quarter 2016 . On a per ASM basis, Landing fees and other rentals expense increase d 2.5 percent , compared with third quarter 2016 . On a dollar basis, the majority of the increase was due to the 2.6 percent increase in Trips flown and a change in fleet mix to larger capacity aircraft, coupled with airport rate escalations for capital investments at many airports across Company's network. The increase per ASM was primarily due to rate escalations at many airports across the Company's network. The Company currently expects Landing fees and other rentals expense per ASM for fourth quarter 2017 to increase, compared with fourth quarter 2016 .

Depreciation and amortization expense for third quarter 2017 decrease d by $ 13 million , or 4.1 percent , compared with third quarter 2016 . On a per ASM basis, Depreciation and amortization expense decrease d 7.2 percent , compared with third quarter 2016 . On both a dollar and per ASM basis, the majority of the decreases were the result of the retirement of the Company's Classic fleet, partially offset by increases in depreciation associated with the deployment of new technology assets. The Company currently expects Depreciation and amortization expense per ASM for fourth quarter 2017 to decrease , compared with fourth quarter 2016 .

Other operating expenses for third quarter 2017 increase d by $ 41 million , or 6.2 percent , compared with third quarter 2016 . On a per ASM basis, Other operating expenses increase d 2.9 percent , compared with third quarter 2016 . On both a dollar and per ASM basis, the majority of the increases were attributable to charges totaling $83 million in third quarter 2017, associated with the retirement of the Company's Classic aircraft. These charges included a $63 million aircraft grounding charge related to the leased portion of the Classic fleet, representing the remaining net lease payments due and certain lease return requirements that may have to be performed on these leased aircraft prior to their return to the lessors, as of the cease-use date. The charges also included $20 million of lease termination expenses associated with four Classic aircraft that were acquired during third quarter 2017 prior to their grounding. These charges related to the grounding or cease-use of the Classic fleet were considered special items and thus excluded from the Company's non-GAAP results. The remainder of the year-over-year increases were primarily due to higher travel expenses for Flight Crews and higher hotel rates. These increases were partially offset by lower contract programming and consulting expenses due to the Company completing several technology projects, including the transition to its new reservation system during second quarter 2017. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. The Company currently expects Other operating expenses per ASM for fourth quarter 2017 , excluding special items in both periods, to increase, compared with fourth quarter 2016 . The year-over-year projection does not reflect the potential impact of special items in both years because the Company cannot reliably predict or estimate those items or their impact to the Company's financial statements in future periods. Accordingly, the Company believes a

reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.

Other

Other expenses (income) include interest expense, capitalized interest, interest income, and other gains and losses.

Interest expense for third quarter 2017 decreased by $3 million , or 9.7 percent , compared with third quarter 2016 , primarily due to three debt facilities maturing since third quarter 2016 , including the Company's remaining 5.25% convertible senior notes in October 2016, $300 million of 5.75% senior unsecured notes in December 2016, and $300 million of 5.125% senior unsecured notes in March 2017. These were partially offset by the issuance of two debt facilities since third quarter 2016 , including a $215 million floating rate term loan in October 2016 and $300 million of 3.00% senior unsecured notes in November 2016.

Capitalized interest for third quarter 2017 increase d by $3 million , or 25.0 percent , compared with third quarter 2016 , primarily due to an increase in average progress payment balances for scheduled future aircraft deliveries.

Interest income for third quarter 2017 increase d by $3 million , or 50.0 percent , compared with third quarter 2016 , primarily due to higher interest rates.

Other (gains) losses, net, primarily includes amounts recorded as a result of the Company's hedging activities. See Note 3 to the unaudited Condensed Consolidated Financial Statements for further information on the Company's hedging activities. The following table displays the components of Other (gains) losses, net, for the three months ended September 30, 2017 and 2016 :



	Three months ended September 30,
(in millions)	2017			2016
Mark-to-market impact from fuel contracts settling in future periods	$	(3	)	$	20
Ineffectiveness from fuel hedges settling in future periods	8			(4		)
Realized ineffectiveness and mark-to-market (gains) or losses	(1		)	15
Premium cost of fuel contracts	34			34
Other	1			(1		)
	$	39		$	64

Income Taxes

The Company's effective tax rate was approximately 36.4 percent in third quarter 2017 , compared with 37.2 percent in third quarter 2016 . This decrease was primarily attributable to higher tax credits applied during third quarter 2017 , compared with third quarter 2016 . The Company projects a full year 2017 effective tax rate of approximately 36 to 37 percent based on currently forecasted financial results.

Comparison of nine months ended September 30, 2017 to nine months ended September 30, 2016

Operating Revenues

Passenger revenues for the nine months ended September 30, 2017 , increase d $432 million , or 3.1 percent , compared with the first nine months of 2016 . Holding all other factors constant, the majority of the increase was attributable to a 4.1 percent increase in capacity, partially offset by approximately $100 million in reduced revenues as a result of the natural disasters during third quarter 2017 . On a unit basis, Passenger revenues decrease d 1.0 percent , year-over-year, largely driven by a 0.5 percent decrease in Passenger revenue yield due to the industry's competitive domestic fare environment. Load factor remained solid at 83.5 percent .

Freight revenues for the nine months ended September 30, 2017 , were relatively flat, compared with the first nine months of 2016 .

Other revenues for the nine months ended September 30, 2017 , increase d by $116 million , or 9.3 percent , compared with the first nine months of 2016 , primarily as a result of an increase in revenue associated with cardholder spend on the Company's co-branded Chase® Visa credit card.

Operating Expenses

Operating expenses for the nine months ended September 30, 2017 , increase d by $720 million , or 5.8 percent , compared with the first nine months of 2016 , while capacity increase d 4.1 percent over the same period. Historically, except for changes in the price of fuel, changes in Operating expenses for airlines have been largely driven by changes in capacity, or ASMs. The following table presents the Company's Operating expenses per ASM for the first nine months of 2017 and 2016 , followed by explanations of these changes on a per ASM basis and dollar basis:



	Nine months ended September 30,						Per ASM			Percent
(in cents, except for percentages)	2017			2016			change			change
Salaries, wages, and benefits		4.65	¢		4.56	¢		0.09	¢	2.0	%
Fuel and oil	2.52			2.43			0.09			3.7
Maintenance materials and repairs	0.65			0.72			(0.07		)	(9.7	)
Aircraft rentals	0.14			0.16			(0.02		)	(12.5	)
Landing fees and other rentals	0.84			0.82			0.02			2.4
Depreciation and amortization	0.81			0.81			—			—
Other operating expenses	1.74			1.67			0.07			4.2
Total		11.35	¢		11.17	¢		0.18	¢	1.6	%

Operating expenses per ASM for the first nine months of 2017 increase d by 1.6 percent , compared with the first nine months of 2016 , primarily due to increases in market jet fuel prices, wage rate increases as a result of amended collective-bargaining agreements reached with multiple unionized workgroups during or since third quarter 2016 , and charges associated with the grounding of the Company's remaining Classic aircraft. This increase was partially offset by $356 million of ratification bonuses accrued in third quarter 2016 , associated with tentative collective-bargaining agreements reached with multiple unionized workgroups. Operating expenses per ASM for the first nine months of 2017 , excluding Fuel and oil expense and special items (a non-GAAP financial measure), increase d 4.3 percent , year-over-year, primarily due to wage rate increases as a result of amended collective-bargaining agreements reached with multiple unionized workgroups during or since third quarter 2016 . See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.

Salaries, wages, and benefits expense for the first nine months of 2017 increase d by $306 million , or 6.0 percent , compared with the first nine months of 2016 . Salaries, wages, and benefits expense per ASM for the first nine months of 2017 increase d 2.0 percent , compared with the first nine months of 2016 . On both a dollar and per ASM basis, the majority of the increases were the result of higher salaries and resulting contributions to the Company sponsored 401(k) plans, primarily driven by wage rate increases as a result of amended collective-bargaining agreements reached during or since third quarter 2016 . These increases were partially offset by $356 million of ratification bonuses accrued during the first nine months of 2016 , associated with tentative collective-bargaining agreements reached with multiple unionized workgroups.

Fuel and oil expense for the first nine months of 2017 increase d by $219 million , or 8.1 percent , compared with the first nine months of 2016 . On a per ASM basis, Fuel and oil expense for the first nine months of 2017 increase d 3.7 percent , compared with the first nine months of 2016 . On both a dollar and per ASM basis, the increases were attributable to higher market jet fuel prices, partially offset by a decrease in net hedging losses recognized compared to the first nine months of 2016 . See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. The Company's average economic jet fuel cost per gallon increase d 4.8 percent , year-over-year, from $1.87 during the first nine months of 2016 to $1.96 during the first nine months of 2017 . The Company also improved its fuel efficiency during the first nine months of 2017, compared with the same prior year period, when measured on the basis of ASMs generated per gallon of fuel. Fuel gallons consumed increase d 3.1 percent , compared with the first nine months of 2016 , while year-over-year capacity increase d 4.1 percent . As a result of the Company's fuel hedging program, the Company recognized net losses totaling $346 million in Fuel and oil expense for the first nine months of 2017 , compared with net losses totaling $652 million for the first nine months of 2016 . These totals include cash settlements realized from the settlement of fuel derivative contracts associated with the Company's economic fuel hedge totaling $475 million paid to counterparties for the first nine months of 2017 , compared with $772 million paid to counterparties for the first nine months of 2016 . Additionally, these totals exclude gains and/or losses recognized from hedge ineffectiveness and from derivatives that did not qualify for hedge accounting. These items are recorded as a component of Other (gains) losses, net. See Note 3 to the unaudited Condensed Consolidated Financial Statements.

Maintenance materials and repairs expense for the first nine months of 2017 decrease d by $43 million , or 5.4 percent , compared with the first nine months of 2016 . On a per ASM basis, Maintenance materials and repairs expense decrease d 9.7 percent , compared with the first nine months of 2016 . On both a dollar and per ASM basis, the majority of the decreases were attributable to a decrease in airframe maintenance expenses primarily as a result of the retirement of the Company's Classic fleet, partially offset by increases in Boeing 737-700 engine maintenance due to increased utilization and additional flight hours.

Aircraft rentals expense for the first nine months of 2017 decrease d by $16 million , or 9.2 percent , compared with the first nine months of 2016 . On a per ASM basis, Aircraft rentals expense decrease d by 12.5 percent , compared with the first nine months of 2016 . On both a dollar and per ASM basis, the majority of the decreases were due to 737-300 lease returns and the purchase of nine 737-300 aircraft that were previously on operating leases since third quarter 2016 . See the accompanying Note Regarding Use of Non-GAAP Financial Measures for further information.

Landing fees and other rentals expense for the first nine months of 2017 increase d by $51 million , or 5.6 percent , compared with the first nine months of 2016 . On a per ASM basis, Landing fees and other rentals expense increase d 2.4 percent , compared with the first nine months of 2016 . On a dollar basis, the majority of the increase was due to the 3.0 percent increase in Trips flown and a change in fleet mix to larger capacity aircraft, coupled with airport rate escalations for capital projects at many airports across the Company's network. The increase per ASM was primarily due to rate escalations at many airports across the Company's network.

Depreciation and amortization expense for the first nine months of 2017 increase d by $36 million , or 4.0 percent , compared with the first nine months of 2016 . On a per ASM basis, Depreciation and amortization expense remained flat, compared with the first nine months of 2016 . On a dollar basis, the majority of the increase was associated with the deployment of new technology assets. This increase was partially offset by a net decrease in depreciation expense related to the Company's flight equipment, as the decrease from the retirement of the Company's Classic fleet exceeded the additional depreciation from the addition of new 737-800 aircraft and pre-owned 737-700 aircraft on capital leases.

Other operating expenses for the first nine months of 2017 increase d by $167 million , or 9.0 percent , compared with the first nine months of 2016 . On a per ASM basis, Other operating expenses increase d 4.2 percent , compared with the first nine months of 2016 . On a dollar basis, approximately 50 percent of the increase was attributable to charges totaling $96 million during the first nine months of 2017 , associated with the grounding of the Company's remaining Classic aircraft. These charges included a $63 million aircraft grounding charge related to the leased portion of the Classic fleet, representing the remaining net lease payments due and certain lease return requirements that may have to be performed on these leased aircraft prior to their return to the lessors, as of the cease-use date. The charges also

included $33 million of lease termination expenses associated with eight Classic aircraft that were acquired during the first nine months of 2017 prior to their grounding. These charges related to the grounding or cease-use of the Classic fleet were considered special items and thus excluded from the Company's non-GAAP results. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. Approximately 40 percent of the increase was attributable to increased personnel expenses due to higher travel expenses for Flight Crews and higher hotel rates, as well as new Heart-themed uniforms for the Company's operations personnel. The remainder of the increase was due to revenue related costs driven by the 4.2 percent increase in Revenue Passengers carried. On a per ASM basis, the majority of the increase was due to the charges from the grounding of the Company's Classic fleet.

Other

Other expenses (income) include interest expense, capitalized interest, interest income, and other gains and losses.

Interest expense for the first nine months of 2017 decreased by $9 million , or 9.7 percent , compared with the first nine months of 2016 , primarily due to three debt facilities maturing since third quarter 2016 , including the Company's remaining 5.25% convertible senior notes in October 2016, $300 million of 5.75% senior unsecured notes in December 2016, and $300 million of 5.125% senior unsecured notes in March 2017. These were partially offset by the issuance of two debt facilities since third quarter 2016 , including a $215 million floating rate term loan in October 2016 and $300 million of 3.00% senior unsecured notes in November 2016.

Capitalized interest for the first nine months of 2017 increase d by $4 million , or 11.8 percent , compared with the first nine months of 2016 , primarily due to interest on facility construction projects.

Interest income for the first nine months of 2017 increase d by $7 million , or 41.2 percent , compared with the first nine months of 2016 , primarily due to higher interest rates.



	Nine months ended September 30,
(in millions)	2017			2016
Mark-to-market impact from fuel contracts settling in future periods	$	66		$	16
Ineffectiveness from fuel hedges settling in future periods	29			(3		)
Realized ineffectiveness and mark-to-market (gains) or losses	14			7
Premium cost of fuel contracts	102			117
Other	(4		)	(2		)
	$	207		$	135

Income Taxes

The Company's effective tax rate was approximately 36.3 percent for the first nine months of 2017 , compared with the 37.1 percent rate for the first nine months of 2016 . This decrease was primarily attributable to higher tax credits applied during the first nine months of 2017 , compared with the first nine months of 2016 .

Reconciliation of Reported Amounts to Non-GAAP Financial Measures (excluding special items) (unaudited)

(in millions, except per share and per ASM amounts)



	Three months ended September 30,						Percent	Nine months ended September 30,						Percent
	2017			2016			Change	2017			2016			Change
Fuel and oil expense, unhedged	$	886		$	751			$	2,569		$	2,044
Add: Fuel hedge (gains) losses included in Fuel and oil expense, net	117			190				346			652
Fuel and oil expense, as reported	$	1,003		$	941			$	2,915		$	2,696
Add: Net impact from fuel contracts	46			97				129			120
Fuel and oil expense, excluding special items (economic)	$	1,049		$	1,038		1.1%	$	3,044		$	2,816		8.1%

Total operating expenses, as reported	$	4,437		$	4,444			$	13,155		$	12,435
Deduct: Contract ratification bonuses	—			(356		)		—			(356		)
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net, associated with current period settled contracts	(1		)	15				14			7
Add: Contracts settling in the current period, but for which gains and/or (losses) have been recognized in a prior period (a)	47			82				115			113
Deduct: Asset impairment	—			—				—			(21		)
Deduct: Lease termination expense	(20		)	(18		)		(33		)	(18		)
Deduct: Aircraft grounding charge	(63		)	—				(63		)	—
Total operating expenses, excluding special items	$	4,400		$	4,167		5.6%	$	13,188		$	12,160		8.5%

Operating income, as reported	$	834		$	695			$	2,742		$	2,915
Add: Contract ratification bonuses	—			356				—			356
Add (Deduct): Reclassification between Fuel and oil and Other (gains) losses, net, associated with current period settled contracts	1			(15		)		(14		)	(7		)
Deduct: Contracts settling in the current period, but for which gains and/or (losses) have been recognized in a prior period (a)	(47		)	(82		)		(115		)	(113		)
Add: Asset impairment	—			—				—			21
Add: Lease termination expense	20			18				33			18
Add: Aircraft grounding charge	63			—				63			—
Operating income, excluding special items	$	871		$	972		(10.4)%	$	2,709		$	3,190		(15.1)%

Net income, as reported	$	503		$	388			$	1,600		$	1,722
Add: Contract ratification bonuses	—			356				—			356
Add (Deduct): Mark-to-market impact from fuel contracts settling in future periods	(3		)	20				66			16
Add (Deduct): Ineffectiveness from fuel hedges settling in future periods	8			(4		)		29			(3		)
Deduct: Other net impact of fuel contracts settling in the current or a prior period (excluding reclassifications)	(47		)	(82		)		(115		)	(113		)
Add: Asset impairment	—			—				—			21
Add: Lease termination expense	20			18				33			18
Add: Aircraft grounding charge	63			—				63			—
Deduct: Net income tax impact from fuel and special items (b)	(16		)	(114		)		(28		)	(110		)
Net income, excluding special items	$	528		$	582		(9.3)%	$	1,648		$	1,907		(13.6)%



Net income per share, diluted, as reported	$	0.84		$	0.62			$	2.64		$	2.70
Deduct: Net impact to net income above from fuel contracts divided by dilutive shares	(0.07		)	(0.11		)		(0.03		)	(0.16		)
Add: Impact of special items	0.14			0.60				0.16			0.62
Deduct: Net income tax impact of fuel and special items (b)	(0.03		)	(0.18		)		(0.05		)	(0.16		)
Net income per share, diluted, excluding special items	$	0.88		$	0.93		(5.4)%	$	2.72		$	3.00		(9.3)%

Operating expenses per ASM (cents)		11.36	¢		11.73	¢			11.35	¢		11.17	¢
Deduct: Fuel and oil expense divided by ASMs	(2.57		)	(2.48		)		(2.52		)	(2.43		)
Deduct: Impact of special items	(0.21		)	(0.99		)		(0.08		)	(0.35		)
Operating expenses per ASM, excluding Fuel and oil and special items (cents)		8.58	¢		8.26	¢	3.9%		8.75	¢		8.39	¢	4.3%

(a) As a result of prior hedge ineffectiveness and/or contracts marked to market through earnings.

(b) Tax amounts for each individual special item are calculated at the Company's effective rate for the applicable period and totaled in this line item.

Non-GAAP Return on Invested Capital (ROIC) (in millions) (unaudited)




	Twelve Months Ended			Twelve Months Ended
	September 30, 2017			September 30, 2016
Operating income, as reported	$	3,588		$	3,940
Contract ratification bonuses	—			495
Net impact from fuel contracts	(211		)	(300		)
Acquisition and integration costs	—			7
Asset impairment	—			21
Lease termination expense	37			18
Aircraft grounding charge	63			—
Operating income, non-GAAP	$	3,477		$	4,181
Net adjustment for aircraft leases (a)	110			115
Adjustment for fuel hedge accounting (b)	(137		)	(160		)
Adjusted Operating income, non-GAAP (A)	$	3,450		$	4,136

Debt, including capital leases (c)	$	3,184		$	3,160
Equity (c)	8,404			7,538
Net present value of aircraft operating leases (c)	837			1,066
Average invested capital	$	12,425		$	11,764
Equity adjustment for hedge accounting (b)	426			1,044
Adjusted average invested capital (B)	$	12,851		$	12,808

Non-GAAP ROIC, pre-tax (A/B)	26.8		%	32.3		%

(a) Net adjustment related to presumption that all aircraft in fleet are owned (i.e., the impact of eliminating aircraft rent expense and replacing with estimated depreciation expense for those same aircraft). The Company makes this adjustment to enhance comparability to other entities that have different capital structures by utilizing alternative financing decisions.

(b) The Adjustment for fuel hedge accounting in the numerator is due to the Company’s accounting policy decision to classify fuel hedge accounting premiums below the Operating income line, and thus is adjusting Operating income to reflect such policy decision. The Equity adjustment for hedge accounting in the denominator adjusts for the cumulative impacts, in Accumulated other comprehensive income and Retained earnings, of gains and/or losses associated with hedge accounting related to fuel hedge derivatives that will settle in future periods. The current period impact of these gains and/or losses are reflected in the Net impact from fuel contracts in the numerator.

(c) Calculated as an average of the five most recent quarter end balances or remaining obligations. The Net present value of aircraft operating leases represents the assumption that all aircraft in the Company’s fleet are owned, as it reflects the remaining contractual commitments discounted at the Company's estimated incremental borrowing rate as of the time each individual lease was signed.

Note Regarding Use of Non-GAAP Financial Measures

The Company's unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These GAAP financial statements include (i) unrealized noncash adjustments and reclassifications, which can be significant, as a result of accounting requirements and elections made under accounting pronouncements relating to derivative instruments and hedging and (ii) other charges and benefits the Company believes are unusual and/or infrequent in nature and thus may make comparisons to its prior or future performance difficult.

As a result, the Company also provides financial information in this filing that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides supplemental non-GAAP financial information (also referred to as "excluding special items"), including results that it refers to as "economic," which the Company's management utilizes to evaluate its ongoing financial performance and the Company believes provides additional insight to investors as supplemental information to its GAAP results. The non-GAAP measures provided that relate to the Company’s performance on an economic fuel cost basis include Fuel and oil expense, non-GAAP; Total operating expenses, non-GAAP; Operating income, non-GAAP; Net income, non-GAAP; and Net income per share, diluted, non-GAAP. The Company's economic Fuel and oil expense results differ from GAAP results in that they only include the actual cash settlements from fuel hedge contracts - all reflected within Fuel and oil expense in the period of settlement. Thus, Fuel and oil expense on an economic basis has historically been utilized by the Company, as well as some of the other airlines that utilize fuel hedging, as it reflects the Company’s actual net cash outlays for fuel during the applicable period, inclusive of settled fuel derivative contracts. Any net premium costs paid related to option contracts are reflected as a component of Other (gains) losses, net, for both GAAP and non-GAAP (including economic) purposes in the period of contract settlement. The Company believes these economic results provide further insight on the impact of the Company's fuel hedges on its operating performance and liquidity since they exclude the unrealized, noncash adjustments and reclassifications that are recorded in GAAP results in accordance with accounting guidance relating to derivative instruments, and they reflect all cash settlements related to fuel derivative contracts within Fuel and oil expense. This enables the Company's management, as well as investors and analysts, to consistently assess the Company's operating performance on a year-over-year or quarter-over-quarter basis after considering all efforts in place to manage fuel expense. However, because these measures are not determined in accordance with GAAP, such measures are susceptible to varying calculations, and not all companies calculate the measures in the same manner. As a result, the aforementioned measures, as presented, may not be directly comparable to similarly titled measures presented by other companies.

Further information on (i) the Company's fuel hedging program, (ii) the requirements of accounting for derivative instruments, and (iii) the causes of hedge ineffectiveness and/or mark-to-market gains or losses from derivative instruments is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , and Note 3 to the unaudited Condensed Consolidated Financial Statements.

The Company’s GAAP results in the applicable periods include other charges or benefits that are also deemed "special items," that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends. Financial measures identified as non-GAAP (or as excluding special items) have been adjusted to exclude special items. Special items include:

Contract ratification bonuses recorded for certain workgroups. As the bonuses would only be paid at ratification of the associated tentative agreement and would not represent an ongoing expense to the Company, management believes its results for the associated periods are more usefully compared if the impacts of ratification bonus amounts are excluded from results. Generally, union contract agreements cover a specified three- to five- year period, although such contracts officially never expire, and the agreed upon terms remain in place until a revised agreement is reached, which can be several years following the amendable date;

Expenses associated with the Company’s acquisition and integration of AirTran Holdings, LLC, the parent company of AirTran Airways, Inc. ("AirTran"). Such expenses were primarily incurred during the acquisition and integration period of the two companies from 2011 through 2015 as a result of the Company’s acquisition of AirTran, which closed on May 2, 2011. The exclusion of these expenses provides investors with a more

applicable basis with which to compare results in future periods now that the integration process has been completed;

A noncash impairment charge related to leased slots at Newark Liberty International Airport as a result of the FAA announcement in April 2016 that this airport was being changed to a Level 2 schedule-facilitated airport from its previous designation as Level 3 (a "slot" is the right of an air carrier, pursuant to regulations of the FAA, to operate a takeoff or landing at a specific time at certain airports);

Lease termination costs recorded as a result of the Company acquiring 13 of its Boeing 737-300 aircraft off operating leases as part of the Company’s strategic effort to remove its Classic aircraft from operations on or before September 29, 2017, in the most economically advantageous manner possible. The Company had not budgeted for these early lease termination costs, as they were subject to negotiations being concluded with the third party lessors. The Company recorded the fair value of the aircraft acquired off operating leases, as well as any associated remaining obligations to the balance sheet as debt; and

An Aircraft grounding charge recorded in third quarter 2017 , as a result of the Company grounding its remaining Boeing 737-300 aircraft on September 29, 2017. The loss was a result of the remaining net lease payments due and certain lease return requirements that may have to be performed on these leased aircraft prior to their return to the lessors as of the cease-use date. The Company had not budgeted for the lease return requirements, as they are subject to negotiation with third party lessors.

Because management believes each of these items can distort the trends associated with the Company’s ongoing performance as an airline, the Company believes that evaluation of its financial performance can be enhanced by a supplemental presentation of results that exclude the impact of these items in order to enhance consistency and comparativeness with results in prior periods that do not include such items and as a basis for evaluating operating results in future periods. The following measures are often provided, excluding special items, and utilized by the Company’s management, analysts, and investors to enhance comparability of year-over-year results, as well as to industry trends: Total operating expenses, non-GAAP; Operating income, non-GAAP; Net income, non-GAAP; Net income per share, diluted, non-GAAP; and Operating expenses per ASM, non-GAAP, excluding Fuel and oil and special items.

The Company has also provided its calculation of return on invested capital, which is a measure of financial performance used by management to evaluate its investment returns on capital. Return on invested capital is not a substitute for financial results as reported in accordance with GAAP, and should not be utilized in place of such GAAP results. Although return on invested capital is not a measure defined by GAAP, it is calculated by the Company, in part, using non-GAAP financial measures. Those non-GAAP financial measures are utilized for the same reasons as those noted above for Net income, non-GAAP and Operating income, non-GAAP - the comparable GAAP measures include charges or benefits that are deemed "special items" that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends, and the Company’s profitability targets and estimates, both internally and externally, are based on non-GAAP results since in the vast majority of cases the "special items" cannot be reliably predicted or estimated. The Company believes non-GAAP return on invested capital is a meaningful measure because it quantifies the Company's effectiveness in generating returns relative to the capital it has invested in its business. Although return on invested capital is commonly used as a measure of capital efficiency, definitions of return on invested capital differ; therefore, the Company is providing an explanation of its calculation for non-GAAP return on invested capital in the accompanying reconciliation, in order to allow investors to compare and contrast its calculation to those provided by other companies.

Liquidity and Capital Resources

Net cash provided by operating activities was $996 million for the three months ended September 30, 2017 , compared with $856 million provided by operating activities in the same prior year period. For the nine months ended September 30, 2017 , net cash provided by operating activities was $3.4 billion , compared with $3.6 billion provided by operating activities in the nine months ended September 30, 2016 . The operating cash flows for the nine months ended September 30, 2017 , were largely impacted by the Company's Net income (as adjusted for noncash items), and an $817 million increase in Air traffic liability as a result of bookings for future travel and sales of frequent flyer points to business partners. Additionally, the Company had net cash inflows of $286 million in cash collateral from fuel derivative counterparties during the nine months ended September 30, 2017 . See Note 3 to the unaudited Condensed Consolidated Financial Statements. For the nine months ended September 30, 2016 , in addition to the Company's Net income (as adjusted for noncash items), there was a $686 million increase in Air traffic liability as a result of bookings for future travel and sales of frequent flyer points to business partners, and the Company had net cash inflows of $230 million in cash collateral from fuel derivative counterparties. Net cash provided by operating activities is primarily used to finance capital expenditures, repay debt, fund stock repurchases, pay dividends, and provide working capital.

Net cash used in investing activities was $620 million during the three months ended September 30, 2017 , compared with $ 584 million used in investing activities in the same prior year period. Net cash used in investing activities during the nine months ended September 30, 2017 , totaled $ 1.7 billion , versus $ 1.4 billion used in investing activities in the same prior year period. Investing activities in both years included Capital expenditures, primarily related to aircraft and other equipment, payments associated with airport construction projects, denoted as Assets constructed for others, and changes in the balance of the Company's short-term and noncurrent investments. During the nine months ended September 30, 2017 , Capital expenditures were $1.6 billion , the majority of which was payments for new aircraft delivered to the Company, but also included airport and other facility construction projects. This compared with $1.4 billion in Capital expenditures during the same prior year period. During the nine months ended September 30, 2017 , the Company's transactions in short-term and noncurrent investments resulted in a net cash inflow of $43 million , compared with a net cash inflow of $1 million during the same prior year period.

Net cash used in financing activities was $453 million during the three months ended September 30, 2017 , compared with $346 million used in financing activities for the same prior year period. Net cash used in financing activities during the nine months ended September 30, 2017 , was $ 1.9 billion , compared with $ 1.8 billion used in financing activities for the same prior year period. During the nine months ended September 30, 2017 , the Company repaid $534 million in debt and capital lease obligations, repurchased $1.25 billion of its outstanding common stock through accelerated share repurchase programs and open market share repurchases, and paid $274 million in dividends to Shareholders. During the nine months ended September 30, 2016 , the Company repaid $171 million in debt and capital lease obligations, repurchased approximately $1.5 billion of its outstanding common stock through accelerated share repurchase programs, and paid $222 million in dividends to Shareholders.

The Company is a "well-known seasoned issuer" and has an effective shelf registration statement registering an indeterminate amount of debt and equity securities for future sales. The Company currently intends to use the proceeds from any future securities sales off this shelf registration statement for general corporate purposes.

On August 14, 2017, Standard & Poor's upgraded the Company's investment grade credit ratings to "BBB+" from "BBB." The upgrade of the Company’s investment grade rating was based on the Company's consistent profitability and cost advantage, exceptional liquidity, and manageable funded debt. The Company maintained its investment grade credit ratings of "A3" with Moody's and "BBB+" with Fitch.

The Company has access to a $1.0 billion unsecured revolving credit facility. During third quarter 2017, the Company exercised its right to extend the expiration of this revolving credit facility to August 2022. The revolving credit agreement has an accordion feature that would allow the Company, subject to, among other things, the procurement of incremental commitments, to increase the size of the facility to $1.5 billion. Interest on the facility is based on the Company's credit ratings at the time of borrowing. At the Company's current ratings, the interest cost would be LIBOR

plus a spread of 100.0 basis points. The facility contains a financial covenant requiring a minimum coverage ratio of adjusted pre-tax income to fixed obligations, as defined. As of September 30, 2017 , the Company was in compliance with this covenant and there were no amounts outstanding under the revolving credit facility.

On May 17, 2017, the Company’s Board of Directors authorized the repurchase of up to $2.0 billion of the Company’s common stock in a new share repurchase authorization. Under this $2.0 billion share repurchase authorization, in August 2017, the Company launched the Third Quarter 2017 ASR Program and advanced $300 million to a financial institution in a privately negotiated transaction. The Company received 5.3 million shares in total under the Third Quarter 2017 ASR Program, which was completed in October 2017. The purchase was recorded as a treasury share repurchase for purposes of calculating earnings per share. The launch of the Third Quarter 2017 ASR Program brings total repurchases of common stock in 2017 to $1.25 billion as of September 30, 2017. The Company had $1.7 billion remaining under its May 2017 $2.0 billion share repurchase authorization as of September 30, 2017.

The Company routinely carries a working capital deficit, in which its current liabilities exceed its current assets. This is common within the airline industry and is primarily due to the nature of the Air traffic liability account, which is related to advance ticket sales and frequent flyer deferred revenue, which are performance obligations for future customer flights, do not require future settlement in cash, and are mostly nonrefundable. The Company believes that its current liquidity position, including unrestricted cash and short-term investments of $3.0 billion as of September 30, 2017 , anticipated future internally generated funds from operations, and its fully available, unsecured revolving credit facility of $1.0 billion that expires in August 2022, will enable it to meet its future known obligations in the ordinary course of business. However, if a liquidity need were to arise, the Company believes it has access to financing arrangements because of its investment grade credit ratings, large value of unencumbered assets, and modest leverage, which should enable it to meet its ongoing capital, operating, and other liquidity requirements. The Company will continue to consider various borrowing or leasing options to maximize liquidity and supplement cash requirements, as necessary.

Contractual Obligations and Contingent Liabilities and Commitments

The Company has contractual obligations and commitments primarily with regard to future purchases of aircraft, repayment of debt, and lease arrangements. As of September 30, 2017 , the Company had firm deliveries and options for Boeing 737-700, 737-800, 737 MAX 7, and 737 MAX 8 aircraft as follows:



	The Boeing Company
	-800 Firm Orders	MAX 7 Firm Orders	MAX 8 Firm Orders		MAX 8 Options	Additional -700s	Total
2017	39	—	14		—	18	71	(b)
2018	26	—	13		—	4	43
2019	—	15	—		5	—	20
2020	—	14	—		8	—	22
2021	—	1	13		20	—	34
2022	—	—	15		21	—	36
2023	—	—	34		23	—	57
2024	—	—	41		23	—	64
2025	—	—	40		36	—	76
2026	—	—	—		36	—	36
2027	—	—	—		23	—	23
Total	65	30	170	(a)	195	22	482

(a) The Company has flexibility to substitute 737 MAX 7 in lieu of 737 MAX 8 aircraft beginning in 2019.

(b) Includes 28 737-800s, 14 737-700s, and 9 737 MAX-8s delivered as of September 30, 2017 .

The Company's capital commitments associated with the firm orders and additional aircraft in the above aircraft table are as follows: $159 million remaining in 2017 , $1.0 billion in 2018 , $612 million in 2019 , $817 million in 2020 , $960 million in 2021 , and $5.3 billion thereafter.

For aircraft commitments with Boeing, the Company is required to make cash deposits toward the purchase of aircraft in advance. These deposits are classified as Deposits on flight equipment purchase contracts in the unaudited Condensed Consolidated Balance Sheet until the aircraft is delivered, at which time deposits previously made are deducted from the final purchase price of the aircraft and are reclassified as Flight equipment.

The following table details information on the aircraft in the Company's fleet as of September 30, 2017 :



		Average Age (Yrs)	Number of Aircraft	Number Owned	Number Leased
Type	Seats	Average Age (Yrs)	Number of Aircraft	Number Owned	Number Leased
737-700	143	13	508	397	111
737-800	175	3	170	163	7
737 MAX 8	175	—	9	9	—
Totals		10	687	569	118

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on, and include statements about, the Company's estimates, expectations, beliefs, intentions, and strategies for the future, and the assumptions underlying these forward-looking statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, statements related to the following:


•	the Company’s fleet and capacity plans and related financial expectations, including the Company’s specific financial expectations related to the accelerated retirement of its Classic aircraft;


•	the Company’s network and schedule optimization plans and strategies;


•	the Company’s expectations with respect to the functionality and related operational and financial benefits and opportunities associated with the Company’s new reservation system;


•	the Company’s financial outlook and projected results of operations, including factors and assumptions underlying the Company’s projections;


•	the Company’s plans and expectations with respect to managing risk associated with changing jet fuel prices;


•	the Company's expectations with respect to liquidity and capital expenditures, including its plans for repayment of debt and capital lease obligations, as well as its anticipated needs for, and sources of, funds;


•	the Company's assessment of market risks; and


•	the Company's plans and expectations related to legal proceedings.

While management believes these forward-looking statements are reasonable as and when made, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed in or indicated by the Company's forward-looking statements or from historical experience or the Company's present expectations. Factors that could cause these differences include, among others:


•	the impact of changes in consumer behavior, actions of competitors (including, without limitation, pricing, scheduling, capacity and network decisions, and consolidation and alliance activities), fuel prices, economic conditions, natural disasters, and other factors beyond the Company’s control on the Company's business decisions, plans, and strategies;


•	the Company's dependence on third parties, in particular with respect to its fleet and technology plans and expectations;


•	the Company's ability to timely and effectively implement, transition, and maintain the necessary information technology systems and infrastructure to support its operations and initiatives;


•	changes in the price of aircraft fuel, the impact of hedge accounting, and any changes to the Company's fuel hedging strategies and positions;


•	the Company’s ability to timely and effectively prioritize its initiatives and related expenditures;


•	the impact of governmental regulations and other governmental actions related to the Company and its operations; and


•	other factors as set forth in the Company's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

Caution should be taken not to place undue reliance on the Company's forward-looking statements, which represent the Company's views only as of the date this report is filed. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As discussed in Note 3 to the unaudited Condensed Consolidated Financial Statements, the Company endeavors to acquire jet fuel at the lowest possible price and to reduce volatility in operating expenses through its fuel hedging

program with the use of financial derivative instruments. At September 30, 2017 , the estimated fair value of outstanding contracts, excluding the impact of cash collateral provided to or held by counterparties, was a net liability of $10 million .

The Company's credit exposure related to fuel derivative instruments is represented by the fair value of contracts that eventually settle in an asset position to the Company. At such times, these outstanding instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. As of September 30, 2017 , the Company had six counterparties in which the derivatives held were a net asset. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market position of the fuel hedging program and its relative market position with each counterparty. However, if one or more of these counterparties were in a liability position to the Company and were unable to meet their obligations, any open derivative contracts with the counterparty could be subject to early termination, which could result in substantial losses for the Company. At September 30, 2017 , the Company had agreements with all of its active counterparties containing early termination rights and/or bilateral collateral provisions whereby security is required if market risk exposure exceeds a specified threshold amount based on the counterparty's credit rating. The Company also had agreements with counterparties in which cash deposits, letters of credit, and/or pledged aircraft are required to be posted as collateral whenever the net fair value of derivatives associated with those counterparties exceeds specific thresholds.

At September 30, 2017 , $14 million in cash collateral deposits were provided by the Company to counterparties based on its outstanding fuel derivative instrument portfolio. Due to the terms of the Company's current fuel hedging agreements with counterparties and the types of derivatives held, in the Company's judgment, it does not have significant additional cash collateral exposure. Given its investment grade credit rating, the Company can meet any additional significant collateral calls by posting aircraft and/or letters of credit. As an example, if market prices for the commodities used in the Company's fuel hedging activities were to decrease by 25 percent from market prices as of September 30, 2017 , given the Company's current fuel derivative portfolio, its aircraft collateral facilities, and its investment grade credit rating, it would likely provide an additional $45 million in cash collateral. At September 30, 2017 , the Company had $1.6 billion of aircraft available to be posted as collateral if the need were to arise. In addition, the Company would expect to also benefit from lower market prices paid for fuel used in its operations. See Note 3 to the unaudited Condensed Consolidated Financial Statements.

The Company is also subject to the risk that the fuel derivatives it uses to hedge against fuel price volatility do not provide adequate protection. For example, in periods where jet fuel prices are expected to more closely correlate to changes in the prices of Brent crude oil, the Company may choose to mitigate this risk by entering into more fuel hedges that are Brent crude oil based. In addition, to add further protection, the Company may periodically enter into jet fuel derivatives for short-term timeframes. Jet fuel is not widely traded on an organized futures exchange and, therefore, there are limited opportunities to hedge directly in jet fuel for time horizons longer than approximately 24 months into the future.

See Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , for further information about market risk, and Note 3 to the unaudited Condensed Consolidated Financial Statements in this Form 10-Q for further information about the Company's fuel derivative instruments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated

to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2017 . Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of September 30, 2017 , at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2017 , that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A complaint alleging violations of federal antitrust laws and seeking certification as a class action was filed against Delta Air Lines, Inc. and AirTran Holdings, Inc. and its subsidiary AirTran Airways, Inc. (collectively with AirTran Holdings, Inc., "AirTran") in the United States District Court for the Northern District of Georgia in Atlanta on May 22, 2009. The complaint alleged, among other things, that AirTran attempted to monopolize air travel in violation of Section 2 of the Sherman Act, and conspired with Delta in imposing $15-per-bag fees for the first item of checked luggage in violation of Section 1 of the Sherman Act. The initial complaint sought treble damages on behalf of a putative class of persons or entities in the United States who directly paid Delta and/or AirTran such fees on domestic flights beginning December 5, 2008. After the filing of the May 2009 complaint, various other nearly identical complaints also seeking certification as class actions were filed in federal district courts in Atlanta, Georgia; Orlando, Florida; and Las Vegas, Nevada. All of the cases were consolidated before a single federal district court judge in Atlanta. A Consolidated Amended Complaint was filed in the consolidated action on February 1, 2010, which broadened the allegations to add claims that Delta and AirTran conspired to reduce capacity on competitive routes and to raise prices in violation of Section 1 of the Sherman Act. In addition to treble damages for the amount of first baggage fees paid to AirTran and to Delta, the Consolidated Amended Complaint sought injunctive relief against a broad range of alleged anticompetitive activities, as well as attorneys' fees. On August 2, 2010, the Court dismissed plaintiffs' claims that AirTran and Delta had violated Section 2 of the Sherman Act; the Court let stand the claims of a conspiracy with respect to the imposition of a first bag fee and the airlines' capacity and pricing decisions. On June 30, 2010, the plaintiffs filed a motion to certify a class, which AirTran and Delta opposed. On June 18, 2012, the parties filed a Stipulation and Order that plaintiffs have abandoned their claim that AirTran and Delta conspired to reduce capacity. On August 31, 2012, AirTran and Delta moved for summary judgment on all of plaintiffs' remaining claims. On July 12, 2016, the Court granted plaintiffs’ motion to certify a class of all persons who paid first bag fees to AirTran or Delta from December 8, 2008 to November 1, 2014 (the date on which AirTran stopped charging first bag fees). Defendants have appealed that decision, and the appeal is pending. On March 29, 2017, the Court granted defendants’ motion for summary judgment and dismissed all claims against AirTran. On April 13, 2017, the plaintiffs filed a notice of appeal from the district court's judgment, and on April 24, 2017, AirTran filed a conditional notice of cross-appeal to appeal the Court's order certifying a class. The appeals of the class certification and summary judgment orders have been consolidated and are currently pending. AirTran denies all allegations of wrongdoing, including those in the Consolidated Amended Complaint, and intends to defend vigorously any and all such allegations.

Also, on June 30, 2015, the U.S. Department of Justice ("DOJ") issued a Civil Investigative Demand ("CID") to the Company. The CID seeks information and documents about the Company’s capacity from January 2010 to the date of the CID including public statements and communications with third parties about capacity. In June 2015, the Company also received a letter from the Connecticut Attorney General requesting information about capacity; and on August 21, 2015, the Attorney General of the State of Ohio issued an investigative demand seeking information and documents about the Company’s capacity from December 2013 to the date of the CID. The Company is cooperating fully with the DOJ CID and these two state inquiries.

Further, on July 1, 2015, a complaint was filed in the United States District Court for the Southern District of New York on behalf of putative classes of consumers alleging collusion among the Company, American Airlines, Delta Air Lines, and United Airlines to limit capacity and maintain higher fares in violation of Section 1 of the Sherman Act. Since then, a number of similar class action complaints were filed in the United States District Courts for the Central District of California, the Northern District of California, the District of Columbia, the Middle District of Florida, the Southern District of Florida, the Northern District of Georgia, the Northern District of Illinois, the Southern District of Indiana, the Eastern District of Louisiana, the District of Minnesota, the District of New Jersey, the Eastern District of New York, the Southern District of New York, the Middle District of North Carolina, the District of Oklahoma, the Eastern District of Pennsylvania, the Northern District of Texas, the District of Vermont, and the Eastern District of Wisconsin. On October 13, 2015, the Judicial Panel on Multi-District Litigation centralized the cases to the United States District Court in the District of Columbia. On March 25, 2016, the plaintiffs filed a Consolidated Amended Complaint in the consolidated cases alleging that the defendants conspired to restrict capacity from 2009 to present.

The plaintiffs seek to bring their claims on behalf of a class of persons who purchased tickets for domestic airline travel on the defendants' airlines from July 1, 2011 to present. They seek treble damages, injunctive relief, and attorneys' fees and expenses. On May 11, 2016, the defendants moved to dismiss the Consolidated Amended Complaint, and on October 28, 2016, the Court denied this motion. The parties are currently engaged in discovery. The Company denies all allegations of wrongdoing and intends to vigorously defend these civil cases.

In addition, on July 8, 2015, the Company was named as a defendant in a putative class action filed in the Federal Court in Canada alleging that the Company, Air Canada, American Airlines, Delta Air Lines, and United Airlines colluded to restrict capacity and maintain higher fares for Canadian residents traveling in the United States and for travel between the United States and Canada. Similar lawsuits were filed in the Supreme Court of British Columbia on July 15, 2015, Court of Queen's Bench for Saskatchewan on August 4, 2015, Superior Court of the Province of Quebec on September 21, 2015, and Ontario Superior Court of Justice on October 6, 2015. In December 2015, the Company entered into Tolling and Discontinuance agreements with putative class counsel in the Federal Court and British Columbia and Ontario proceedings and a discontinuance agreement with putative class counsel in the Quebec proceeding. The other defendants entered into an agreement with the same putative class counsel to stay the Federal Court, British Columbia and Quebec proceedings and to proceed in Ontario. On June 10, 2016, the Federal Court granted plaintiffs' motion to discontinue that action against the Company without prejudice and stayed the action against the other defendants. On July 13, 2016, the plaintiff unilaterally discontinued the action against the Company in British Columbia. On February 14, 2017, the Quebec Court granted the plaintiff’s motion to discontinue the Quebec proceeding against the Company and to stay that proceeding against the other defendants. On March 10, 2017, the Ontario Court granted the plaintiff’s motion to discontinue that proceeding as to the Company. On September 29, 2017, the Company and the other defendants entered into a tolling agreement suspending any limitations periods that may apply to possible claims among them for contribution and indemnity arising from the Canadian litigation. The Saskatchewan claim has not been served on the Company, and the time for the Company to respond to that complaint has not yet begun to run. The plaintiff in that case generally seeks damages (including punitive damages in certain cases), prejudgment interest, disgorgement of any benefits accrued by the defendants as a result of the allegations, injunctive relief, and attorneys' fees and other costs. The Company denies all allegations of wrongdoing and intends to vigorously defend this civil case in Canada.

The Company is from time to time subject to various legal proceedings and claims arising in the ordinary course of

business, including, but not limited to, examinations by the Internal Revenue Service.

The Company’s management does not expect that the outcome in any of its currently ongoing legal proceedings or the outcome of any proposed adjustments presented to date by the Internal Revenue Service, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flow.

Item 1A. Risk Factors

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Issuer Purchases of Equity Securities (1)
	(a)	(b)			(c)	(d)
					Total number of shares purchased as part of publicly announced plans or programs	Maximum dollar value of shares that may yet be purchased under the plans or programs

	Total number of shares purchased	Average price paid per share

Period
July 1, 2017 through July 31, 2017	1,564,332	$	—	(2)	1,564,332	$	2,000,000,000
August 1, 2017 through August 31, 2017	4,130,592	$	—	(3)	4,130,592	$	1,700,000,000
September 1, 2017 through September 30, 2017	—	$	—		—	$	1,700,000,000
Total	5,694,924				5,694,924


(1)	On May 17, 2017, the Company’s Board of Directors authorized the repurchase of up to $2.0 billion of the Company’s common stock. Repurchases are made in accordance with applicable securities laws in open market, private, or accelerated repurchase transactions from time to time, depending on market conditions, and may be discontinued at any time.

(2)

Under the Company’s previous share repurchase authorization completed in second quarter 2017, the Company entered an accelerated share repurchase program with a third party financial institution in second quarter 2017 (the "Second Quarter 2017 ASR Program"), pursuant to which the Company paid $400 million on May 8, 2017, and received an initial delivery of 5,075,798 shares on June 9, 2017, representing an estimated 75 percent of the shares to be purchased by the Company under the Second Quarter 2017 ASR Program based on a volume-weighted average price of $59.104 per share of the Company’s common stock on the New York Stock Exchange during a calculation period between May 8, 2017 and June 8, 2017. Final settlement of this Second Quarter 2017 ASR Program occurred in July 2017 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 July 2017. Upon settlement, the third party financial institution delivered 1,564,332 additional shares of the Company’s common stock to the Company. In total, the average purchase price per share for the 6,640,130 shares repurchased under the Second Quarter 2017 ASR Program, upon completion of the Second Quarter 2017 ASR Program in July 2017, was $60.24.

(3)

Under the Third Quarter 2017 ASR Program, the Company paid $300 million in August 2017 and received an initial delivery of 4,130,592 shares during August 2017, representing an estimated 75 percent of the shares to be purchased by the Company under the Third Quarter 2017 ASR Program based on a volume-weighted average price of $54.4716 per share of the Company’s common stock on the New York Stock Exchange during a calculation period between August 1, 2017 and August 24, 2017. Final settlement of the Third Quarter 2017 ASR Program occurred in October 2017 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 October 2017. Upon settlement, the third party financial institution delivered 1,206,365 additional shares of the Company's common stock to the Company. In total, the average purchase price per share for the 5,336,957 shares repurchased under the Third Quarter 2017 ASR Program, upon completion of the Third Quarter 2017 ASR Program in October 2017, was $56.21.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits



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	Second Amended and Restated Bylaws of the Company, effective November 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 21, 2016 (File No. 1-7259)).
10.1	Supplemental Agreement No. 103 to Purchase Agreement No. 1810, dated January 19, 1994, between The Boeing Company and the Company. (1)
10.2	Supplemental Agreement No. 6 to Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company. (1)
10.3	Supplemental Agreement No. 7 to Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company. (1)
10.4	Supplemental Letter Agreement No. 6-1162-KLK-0059R3 to Purchase Agreement No. 1810, dated January 19, 1994, between The Boeing Company and the Company, and Purchase Agreement No. 3729, dated December 13, 2011, between The Boeing Company and the Company. (1)
10.5	Amended and Restated Southwest Airlines Co. 2005 Excess Benefit Plan (as amended and restated, effective as of January 1, 2018). (2)
10.6	Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors (as amended and restated, effective as of January 1, 2018). (2)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certifications 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 Taxonomy 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) Furnished, not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	SOUTHWEST AIRLINES CO.

November 1, 2017	By	/s/ Tammy Romo

		Tammy Romo
		Executive Vice President & Chief Financial Officer
		(On behalf of the Registrant and in
		her capacity as Principal Financial
		and Accounting Officer)

Supplemental Agreement No. 103

Purchase Agreement No. 1810

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO.

Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 103 ( SA-103 ) is entered into as of July 21, 2017, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in Seattle, Washington ( Boeing ) and SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas, Texas ( Buyer ).

RECITALS :

WHEREAS, Buyer and Boeing entered into Purchase Agreement No. 1810 dated January 19, 1994, as amended and supplemented ( Purchase Agreement ), relating to the purchase and sale of Boeing Model 737-7H4 aircraft ( 737-7H4 Aircraft ) and 737-8H4 aircraft ( 737-8H4 Aircraft ), collectively the “ Aircraft ”. This SA-103 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement; and

WHEREAS, Boeing and Buyer agree to amend the Purchase Agreement to document Buyer’s substitution of four (4) Model 737-800 Option Aircraft to four (4) Model 737-8 option aircraft, pursuant to the terms of SA-6 to Purchase Agreement No. 3729 between Buyer and Boeing ( SA-6 )

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

1. T ABLE OF CONTENTS

The Table of Contents is deleted in its entirety and replaced by a new Table of Contents (attached), which lists the Letter Agreement revised by this SA-103 and is identified by “SA-103”. Such revised Table of Contents, by this reference, is incorporated in the Purchase Agreement.

***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.



P.A. No. 1810	SA-103- 1
	BOEING PROPRIETARY

2. LETTER AGREEMENT

Letter Agreement SWA-PA-1810-LA-1105884R2, Option Aircraft , is deleted in its entirety as the Option Aircraft have either been executed and incorporated into Table 1 or substituted as 737-8 option aircraft under Purchase Agreement No. 3729.

The Purchase Agreement will be deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.



THE BOEING COMPANY	SOUTHWEST AIRLINES CO.

By: /s/ Kyle L. Kersavage	By: /s/ Chris Monroe
	Chris Monroe
Its: Attorney‑In‑Fact	Its: SVP, Finance



P.A. No. 1810	SA-103- 2
	BOEING PROPRIETARY



TABLE OF CONTENTS
	Page	SA
	Number	Number



ARTICLES

1.	Subject Matter of Sale	1-1	SA-92

2.	Delivery, Title and Risk
	of Loss	2-1	SA-28

3.	Price of Aircraft	3‑1	SA-92

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
K/SWA		SA- 103



TABLE OF CONTENTS
	SA
	Number

TABLE



1b	Aircraft Information Table - Block 800LUV Aircraft	SA-82

1c	Aircraft Information Table - Block 800LUV Aircraft	SA-100
	(non-ETOPS Configuration)

1d	Aircraft Information Table - Block 800LUV Aircraft	SA-102
	(non-ETOPS Configuration)

EXHIBITS



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
	Provisions Document
	Attachment A - 737-7H4 Aircraft (through 2012)
	Attachment B - 737-8H4 Aircraft (2012-2018)	SA-101

F	Defined Terms Document

LETTER AGREEMENTS

1810-1R1	Waiver of Aircraft Demonstration Flight	SA-75



P.A. No. 1810	ii
K/SWA		SA- 103



TABLE OF CONTENTS
	SA
	Number



RESTRICTED LETTER AGREEMENTS

6‑1162‑RLL‑932R3	***	SA-75

6‑1162‑RLL‑934R5	Disclosure of Confidential Information	SA-75

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-1001315R4	***	SA-92
	Attachment A	SA-100

SWA-PA-1810-LA-1003498R1	***	SA-75

SWA-PA-1810-LA-1003490R4	***	SA-92

SWA-PA-1810-LA-1003367R1	***	SA-75

SWA-PA-1810-LA-1105883	Aircraft Model Substitution	SA-75

SWA-PA-1810-LA-1105885R3	***	SA-90

SWA-PA-1810-LA-1105886R2	***	SA-92


SWA-PA-1810-LA-1105887	***	SA-75


SWA-PA-1810-LA-1105888R5	***	SA-92

SWA-PA-1810-LA-1105889	***	SA-75

SWA-PA-1810-LA-1303010R1	***	SA-92

SWA-PA-1810-LA-1504814	***	SA-92



P.A. No. 1810	iii
K/SWA		SA- 103

TABLE OF CONTENTS



ADDITIONAL LETTERS (FOR REFERENCE) - INACTIVE (as of SA-82)
6-1162-MSA-288	Business Offer - Enhanced Ground Proximity
	Warning System (EGPWS) - Activiation - Peaks
	and Obstacles Feature
	( Not applicable to Block 700LUV & Block 800LUV Aircraft)

6-1162-JMG-501R2	Business Offer - ACARS package
	( Not applicable to Block 700LUV & Block 800LUV Aircraft)

INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS



TABLE

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
1a	Aircraft Information Table - Block 700LUV Aircraft	SA-91	Deleted Under SA-92



EXHIBITS

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
A-4	Aircraft Configuration - 737-700 Block T-W-2b Aircraft	SA-66	Inactive
A-5	Aircraft Configuration - Block 700LUV Aircraft	SA-75	Deleted under SA-92
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	SA-13	Inactive



P.A. No. 1810	iv
K/SWA		SA- 103



TABLE OF CONTENTS
Exhibits	Title	Last Updated under SA	Current Status
	Adjustment (July 1999 Base Price)
E.2	737-800 Buyer Furnished Equipment Provisions Document	SA-73	Deleted under SA-75



RESTRICTED LETTER AGREEMENTS

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
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



P.A. No. 1810	v
K/SWA		SA- 103



TABLE OF CONTENTS

Letter Agreement	Title	Last Updated under SA	Current Status
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
SWA-PA-01810/03729-LA-1301169	***	SA-2 to PA 3729	Inactive
SWA-PA-1810-LA-1105884R2	Option Aircraft	SA-92	Deleted under SA-103



P.A. No. 1810	vi
K/SWA		SA- 103

Supplemental Agreement No. 6

Purchase Agreement No. 03729

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO.

Relating to Boeing Model 737-8 and 737-7 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 6 ( SA-6 ), entered into as of July 21, 2017, is made between THE BOEING COMPANY, a Delaware corporation ( Boeing ), and SOUTHWEST AIRLINES CO., a Texas corporation ( Customer ).

RECITALS :

WHEREAS, Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011, as amended and supplemented, ( Purchase Agreement ) relating to the purchase and sale of Boeing Model 737-8 ( 737-8 Aircraft ) and Model 737-7 aircraft ( 737-7 Aircraft ); collectively the “ Aircraft ”. This SA‑6 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement.

Whereas, Boeing and Customer agree to amend the Purchase Agreement to document Customer’s substitution of four (4) Model 737-800 Option Aircraft ( 737-800 Substitution Option Aircraft ) to four (4) Model 737-8 Option Aircraft ( 737-8 Substitution Option Aircraft ), pursuant to the terms of SA-103 to Purchase Agreement No. 1810 between Customer and Boeing ( SA-103 ).

Whereas, Boeing and Customer agree to amend the Purchase Agreement to include *** the first four (4) Boeing Model 737-8 Option Aircraft to be executed ***

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to incorporate the Service Ready Validation Program agreement.

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:



SWA-PA-03729	1	SA-6
	BOEING PROPRIETARY


1.	TABLE OF CONTENTS .

The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced with a new Table of Contents (attached), which lists Letter Agreements revised by this SA‑6 and identified by “SA‑6”. Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.


2.	LETTER AGREEMENTS


2.1	Attachment 1 to Letter Agreement SWA-PA-03729-LA-1106474R1, Option Aircraft , is deleted in its entirety and replaced by a new Attachment 1 (attached). The new Attachment 1 reflects the addition of four (4) Boeing Model 737-8 Option Aircraft.


2.2	Letter Agreement SWA‑PA‑03729‑LA‑1106475R1, *, is deleted in its entirety and replaced with the attached revised Letter Agreement ‑PA‑03729‑LA‑1106475R2, which reflects the addition of the *


2.3	Letter Agreement SWA-PA-03729-LA-1503792, Service Ready Operational Validation , is added to the Purchase Agreement.


2.4	Letter Agreement SWA-PA-03729-LA-1301168R2, *** , is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1301168R3

3. ***



SWA-PA-03729	2	SA-6
	BOEING PROPRIETARY

The Purchase Agreement is deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.



EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY	SOUTHWEST AIRLINES CO.


By: /s/ Kyle Kersavage	By: /s/ Chris Monroe
	Chris Monroe
Its: Attorney-In-Fact	Its: SVP, Finance



SWA-PA-03729	3	SA-6
	BOEING PROPRIETARY

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-5

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-LA-1106464*	***



SWA-PA-03729		SA-6
	BOEING PROPRIETARY	Page 1



LETTER AGREEMENTS	TITLES

SWA-PA-03729-LA-1106465*	***

SWA-PA-03729-LA-1106466	***

SWA-PA-03729-LA-1106467R1	***	SA-5

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-1106473R1	***	SA-5

SWA-PA-03729-LA-1106474R1	Option Aircraft	SA-5
	Attachment 1	SA-6

SWA-PA-03729-LA-1106475R1	***	SA-6

SWA-PA-03729-LA-1106476R1*	***	SA-5

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-LA-1209080	***	SA-1

SWA-PA-03729-LA-1210419	***	SA-1



SWA-PA-03729		SA-6
	BOEING PROPRIETARY	Page 2



LETTER AGREEMENTS	TITLES

SWA-PA-03729-LA-1300943	***	SA-2

SWA-PA-03729-LA-1301168R3	***	SA-6

SWA-PA-03729-LA-1301170R1	***	SA-5

SWA-PA-03729-LA-1503792	Service Ready Operational Validation	SA-6

SWA‑PA‑03729‑LA‑1602486	***	SA-5

* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2)



SWA-PA-03729		SA-6
	BOEING PROPRIETARY	Page 3

INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS

RESTRICTED LETTER AGREEMENTS



Letter Agreement	Title	Last Updated under SA	Current Status
SWA-PA-03729-LA-1106472R1	***	SA-2	Deleted under SA-4
SWA-PA-01810/03729-LA-1301169	***	SA-2	Deleted under SA-4



SWA-PA-03729		SA-6
	BOEING PROPRIETARY	Page 4



	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 Fcst
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) Estimate:		***

Non-Refundable Deposit/Aircraft at Def Agreemt:		***



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Jul-2019	2	***	***		***	***	***	***	***
Sep-2019	1	***	***		***	***	***	***	***
Oct-2019	2	***	***		***	***	***	***	***
Apr-2020	1	***	***		***	***	***	***	***
Jun-2020	1	***	***		***	***	***	***	***
Jul-2020	2	***	***		***	***	***	***	***
Aug-2020	2	***	***		***	***	***	***	***
Sep-2020	2	***	***		***	***	***	***	***
Jan-2021	1	***	***	D	***	***	***	***	***
Jan-2021	1	***	***		***	***	***	***	***
Feb-2021	1	***	***	D	***	***	***	***	***
Mar-2021	1	***	***		***	***	***	***	***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 1



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	2	***	***		***	***	***	***	***
Oct-2021	1	***	***	D	***	***	***	***	***
Oct-2021	2	***	***		***	***	***	***	***
Nov-2021	1	***	***	D	***	***	***	***	***
Dec-2021	1	***	***		***	***	***	***	***
Jan-2022	1	***	***	D	***	***	***	***	***
Jan-2022	2	***	***		***	***	***	***	***
Feb-2022	1	***	***	D	***	***	***	***	***
Feb-2022	2	***	***		***	***	***	***	***
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	***	***	***	***	***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 2



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***	***	***	***
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	***	***	***	***	***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 3



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***		***	***	***	***	***
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	***	***	***	***	***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 4



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***		***	***	***	***	***
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	***	***		***	***	***	***	***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 5



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	2	***	***		***	***	***	***	***
Total:	195

* ***



		SA-6
SWA-PA-03729-LA1106474 58960-1O.TXT	Boeing Proprietary	Page 6



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

SWA‑PA‑03729‑LA‑1106475 R2

Southwest Airlines Co.

2707 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235


Subject:	***



References:	1) Purchase Agreement No. PA‑03729 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737‑8 and Model 737-7 aircraft

	2) Letter Agreement SWA‑PA‑03729‑LA-1106474 entitled “Option Aircraft” ( Option Aircraft Letter Agreement )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1. ***



SWA-PA-03729		SA-6
***	BOEING PROPRIETARY	Page 1

2. ***

3. Assignment .

Unless otherwise noted herein, *** to Customer and in consideration of Customer’s taking title to the Option Aircraft at time of delivery and becoming the operator of the Option Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.



SWA-PA-03729		SA-6
***	BOEING PROPRIETARY	Page 2

4. Confidentiality

Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,



THE BOEING COMPANY

By	/s/ Kyle Kersavage
Its	Attorney‑In‑Fact

ACCEPTED AND AGREED TO this

Date:	July 21, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	SVP, Finance



SWA-PA-03729		SA-6
***	BOEING PROPRIETARY	Page 3

SWA-PA-03729-LA-1503792

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235-1611



Subject:	Service Ready Operational Validation
References:	1) Purchase Agreement No. PA-03729 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737-8 and 737-7 aircraft ( Aircraft )
	2) Letter Agreement SWA-PA-03729-LA-1106469R1, ***

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All capitalized terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.

1. Service Ready Operational Validation .

In order to ensure that the Aircraft is ready for entry into service upon delivery, Boeing and Customer will implement a service ready operational validation program ( SROV ) which will aid in validating the combination of the Aircraft, support products and services as well as Customer’s own preparation for entry into service. The SROV will use *** to accomplish the validation.

2. Validation Planning and Execution .

2.1 The SROV Plan will be carried out over the course of five (5) or fewer calendar days and simulate in-service operations.

2.2 The primary objectives of the SROV include validation in the following areas:(i) normal flight operations, (ii) limited non-normal flight operations, (iii) routine maintenance activities, (iv) select non-routine maintenance activities, (v) airplane connectivity options both on-ground and in-flight utilizing Customer’s IT infrastructure, (vi) typical aircraft operations (e.g. servicing, cargo operations), and (vii) aircraft support products (e.g. flight data, maintenance data, parts data and ground support equipment/tooling).

2.2.1 SROV planning documentation will describe SROV conditions and activities ( SROV Plan ). Boeing and Customer will jointly develop the SROV Plan in accordance with the following outline and constraints, to represent in-service operation.



		SA-6
		Page 1
	BOEING PROPRIETARY

***

2.2.2 Prior to the start date of the SROV, a Boeing SROV project leader ( SROV Project Lead ) will be the primary point of contact for communication and coordination between Customer and Boeing relating to the SROV Plan. After the SROV begins, a Boeing test director ( Boeing Test Director ) will direct the SROV Plan and will serve as the primary contact for Customer to discuss any matters relating to the SROV.

2.2.3 After the SROV begins, Customer will coordinate with the Boeing Test Director regarding any suggested changes to the SROV Plan or additional validation conditions, examples of which are listed below. Inclusion of such additional validation conditions will be at the discretion of the Boeing Test Director. If Boeing desires to make any changes to the SROV Plan, then Boeing will coordinate such changes with Customer’s designated representative.


a)	Non-routine activities - flaps-15 landing, simulated removal and replacement of an LRU or other “one-off” or contingency scenarios related to normal operations.


b)	Routine activities with intervals longer than the SROV execution duration - “A-check equivalent” maintenance activity or demonstration of new (i) ground support equipment ( GSE ) or (ii) maintenance procedures.


c)	Airline-specific scenarios - passenger-related preparations that depend on aircraft/airlines systems or procedures to be successful.

3. Operation of the SROV Aircraft .

3.1 ***



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 2
	BOEING PROPRIETARY

3.2 ***

3.3 Customer's Participation in the SROV .

3.3.1 Customer will submit to Boeing a list of personnel who may participate in flight activities as Essential Crew under the conditions of 3.2 above, including a description of each person’s proposed role.

3.3.2 All Customer Essential Crew scheduled to participate in a given validation block will be required to attend a mandatory preflight briefing scheduled by the Boeing Test Director which will be conducted prior to each validation block.

3.3.3 Customer will assist Boeing with any emergency arrangements or contingency arrangements in the event of incident or damage to the SROV Aircraft or other difficulties.

3.3.4 Customer will appropriately familiarize Boeing personnel with Customer's operations and procedures, at no charge to Boeing (including but not limited to Boeing flight crew and maintenance personnel).

3.4 Maintenance of the SROV Aircraft .

3.4.1 ***

3.4.2 Records .

Boeing records will be the only official documentation of the SROV Aircraft.



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 3
	BOEING PROPRIETARY

3.4.3 Fuel and Other Goods and Services .

3.4.3.1 Customer and Boeing will work together to ensure that appropriate landing slots, gates and other operational requirements and services are arranged in advance at all airports where the SROV Aircraft will land. Where Customer's established relationships and on‑site personnel and resources will enable Customer to make more advantageous arrangements, Customer will, upon Boeing request, make necessary arrangements on Boeing's behalf or will assist Boeing in making such arrangements, as appropriate.

3.4.3.2****

3.4.3.3****

Boeing Commercial Airplane Group

P.O. Box 3707, Mail Stop T

Seattle, Washington 98124‑2207

Attention: TBD

Flight Test

Supporting Services

Telephone: (206) TBD

Facsimile: (206) TBD

3.4.3.3 ***

4. ***



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 4
	BOEING PROPRIETARY



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 5
	BOEING PROPRIETARY

5. Realization of Additional Objectives during SROV .

The primary objectives of the SROV are described in Paragraph 2.1 above. Other objectives are secondary, and may be pursued when, in Boeing's and Customer’s reasonable judgment, such secondary objective will not: (i) interfere with nor jeopardize the primary objectives, (ii) lengthen the SROV schedule or (iii) ***

***



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 6
	BOEING PROPRIETARY

6. Contingencies .

6.1 SROV Aircraft Airworthiness Certification .

Boeing shall make reasonable and timely efforts to obtain an experimental airworthiness certificate or make other arrangements for airworthiness certification of the SROV Aircraft in order to conduct the SROV Plan. In the event that Boeing is not successful in obtaining the necessary airworthiness certification and cannot make alternate arrangements in support of the SROV Plan, Boeing and Customer will mutually agree to revisions to the SROV Plan to facilitate such airworthiness certification of the SROV Aircraft. If Boeing and Customer (i) cannot agree on such revisions to the SROV Plan or (ii) Boeing is unable to obtain an airworthiness certification of the SROV Aircraft, then Boeing may cancel any part or all of the SROV.

6.2 Boeing Type Certificate Flight Testing .

Boeing will make every reasonable effort to ensure the SROV Aircraft is no longer required to support 737-8 type certification during the SROV period. However, in the event that unplanned type certification testing requires use of the SROV Aircraft during the period the parties plan to conduct the SROV, Boeing may (i) cancel the SROV (ii) re-schedule the SROV and/ or (iii) adjust the scope of the SROV Plan as appropriate.

6.3 ***

7. ***

8. Confidentiality

8.1 The parties understand that certain commercial and financial information contained in this Letter Agreement is considered by each party as confidential and has



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 7
	BOEING PROPRIETARY

value precisely because it is not available generally to other parties. Each party agrees to limit the disclosure of the contents of this Letter Agreement to each respective party’s (a) directors and officers, (b) employees with a need to know the contents (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose this Letter Agreement’s contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph) without the prior written consent of the other party and (c) any independent auditors and attorneys of each party who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without the other party's consent except as may be required by applicable law or governmental regulations. Each party shall be fully responsible to the other for compliance with such obligations.

8.2 ***

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,



THE BOEING COMPANY

By	/s/ Jon W. Lewis
Its	Attorney‑In‑Fact


ACCEPTED AND AGREED TO this

Date:	August 30, 2016

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	VP, Treasurer



SWA-PA-03729-LA-1503792		SA-6
Service Ready Operational Validation		Page 8
	BOEING PROPRIETARY



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

SWA‑PA‑03729‑LA‑1301168 R3

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235-1611


Subject:	***


Reference:	Purchase Agreement No. 03729 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737-7 and 737-8 aircraft

***

1. ***



		SA-6
		Page 1
	BOEING PROPRIETARY



SWA-PA-03729-LA-1106468 R3		SA-6
***		Page 2
	BOEING PROPRIETARY

2. Assignment .

The business terms described in this Letter Agreement are provided *** in consideration of Customer’s taking title to the applicable Firm Aircraft at time of delivery and becoming the operator of the applicable Firm Aircraft. Under no circumstances will Customer be permitted to assign the business terms set forth herein.

3. Confidentiality

Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,



THE BOEING COMPANY

By	/s/ Kyle Kersavage
Its	Attorney‑In‑Fact


ACCEPTED AND AGREED TO this

Date:	July 21, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	SVP, Finance



SWA-PA-03729-LA-1106468 R3		SA-6
***		Page 3
	BOEING PROPRIETARY

Supplemental Agreement No. 7

Purchase Agreement No. 03729

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO.

Relating to Boeing Model 737-8 and 737-7 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 7 ( SA-7 ), entered into as of August 25, 2017, is made between THE BOEING COMPANY, a Delaware corporation ( Boeing ), and SOUTHWEST AIRLINES CO., a Texas corporation ( Customer ).

RECITALS :

WHEREAS, Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011, as amended and supplemented, ( Purchase Agreement ) relating to the purchase and sale of Boeing Model 737-8 ( 737-8 Aircraft ) and Model 737-7 aircraft ( 737-7 Aircraft ); collectively the “ Aircraft ”. This SA‑7 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement.

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to incorporate a package of configuration options and master changes previously accepted by Customer for 737-8 Aircraft, in accordance with LA-1106463R1, paragraph 2, Open Matters .

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to document ***, in accordance with LA-1106463R1, paragraph 3, Open Matters .

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to revise Supplemental Exhibit BFE1 to reflect the selection dates and on dock dates of BFE for the 737-8 Aircraft, in accordance with LA-1106463R1, paragraph 2, Open Matters .

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:

*** 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.



SWA-PA-03729	1	SA-7
	BOEING PROPRIETARY


1.	TABLE OF CONTENTS .

The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced with a new Table of Contents (attached), which lists the Tables, Exhibits, and Letter Agreements revised by this SA‑7 and is identified by “SA‑7”. Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.


2.	TABLES .

Table 1A, Aircraft Delivery, Description, Price and Advance Payments - 737-8 Aircraft , is deleted in its entirety and replaced by a new Table 1A (identified by "SA-7") attached hereto and incorporated into the Purchase Agreement by this reference.


3.	EXHIBITS .

3.1. Exhibit A1, 737-8 Aircraft Configuration , is deleted in its entirety and replaced by the updated Exhibit A1 attached hereto and incorporated into the Purchase Agreement by this reference.

3.2. Exhibit BFE1, Buyer Furnished Equipment Variables , is deleted in its entirety and replaced by the updated Exhibit BFE1 attached hereto and incorporated into the Purchase Agreement by this reference.


4.	LETTER AGREEMENTS .

4.1. Letter Agreement SWA-PA-03729-LA-1400371, ***

, is added to the Purchase Agreement.

4.2. Letter Agreement SWA-PA-03729-LA-1500831, ***

, is added to the Purchase Agreement.

4.3. Attachment 1 to Letter Agreement SWA-PA-03729-LA-1106474R1, Option

Aircraft , is deleted in its entirety and is replaced by a new Attachment 1

(attached).

4.4. Letter Agreement SWA-PA-03729-LA-1106463R1, Open Matters , is deleted in its entirety and is replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106463R2.


5.	ADVANCE PAYMENT IMPACTS .

The revisions applied to Table 1A, Aircraft Delivery, Description, Price and Advance Payments - 737-8 Aircraft , result in ***



SWA-PA-03729	2	SA-7
	BOEING PROPRIETARY

The Purchase Agreement is deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.



EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY	SOUTHWEST AIRLINES CO.


By: /s/ Kyle Kersavage	By: /s/ Chris Monroe
	Chris Monroe
Its: Attorney-In-Fact	Its: SVP, Finance



SWA-PA-03729	3	SA-7
	BOEING PROPRIETARY

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-7

1B	737-7 Aircraft Information Table	SA-2

EXHIBIT

A1	737-8 Aircraft Configuration	SA-7

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	SA-7

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-1106463R2	Open Matters	SA-7

SWA-PA-03729-LA-1106464*	***



SWA-PA-03729		SA-7
	BOEING PROPRIETARY	Page 1



LETTER AGREEMENTS	TITLES

SWA-PA-03729-LA-1106465*	***

SWA-PA-03729-LA-1106466	***

SWA-PA-03729-LA-1106467R1	***	SA-5

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-1106473R1	***	SA-5

SWA-PA-03729-LA-1106474R1	Option Aircraft	SA-5
	Attachment 1	SA-7

SWA-PA-03729-LA-1106475R1	***	SA-6

SWA-PA-03729-LA-1106476R1*	***	SA-5

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-LA-1209080	***

SWA-PA-03729-LA-1210419	***	SA-1



SWA-PA-03729		SA-7
	BOEING PROPRIETARY	Page 2



LETTER AGREEMENTS	TITLES

SWA-PA-03729-LA-1300943	***	SA-2

SWA-PA-03729-LA-1301168R3	***	SA-6

SWA-PA-03729-LA-1301168R3	***	SA-5

SWA-PA-03729-LA-1400371	***	SA-7

SASWA-PA-03729-LA-1503792	Service Ready Operational Validation	SA-6

SWA-PA-03729-LA-1500831	***	SA-7

SWA‑PA‑03729‑LA‑1602486	***	SA-5

* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2)



SWA-PA-03729		SA-7
	BOEING PROPRIETARY	Page 3

INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS

RESTRICTED LETTER AGREEMENTS



Letter Agreement	Title	Last Updated under SA	Current Status
SWA-PA-03729-LA- 1106472R1	***	SA-2	Deleted under SA-4
SWA-PA- 01810/03729-LA- 1301169	***	SA-2	Deleted under SA-4



SWA-PA-03729		SA-7
	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	181,200 pounds	Detail Specification:	D019A008-P (5/1/2017)
Engine Model/Thrust:	CFMLEAP-1B28BI	28,800 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) Estimate:		***



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Jul-2017	1	***	36929	***	A	Note 1	***	***	***	***	***
Jul-2017	2	***	42558, 42559	***	C	Note 1	***	***	***	***	***
Aug-2017	3	***	36979, 36930, 36984	***	A	Note 1	***	***	***	***	***
Aug-2017	3	***	42563, 42566, 42567	***	C	Note 1	***	***	***	***	***
Sep-2017	1	***	36934	***	A	Note 1	***	***	***	***	***
Oct-2017	1	***	42544	***	A		***	***	***	***	***
Oct-2017	1	***	42570	***	C		***	***	***	***	***
Nov-2017	1	***	36988	***	A		***	***	***	***	***
Dec-2017	1	***	42554	***	C		***	***	***	***	***
Mar-2018	1	***	36989	***	A		***	***	***	***	***
Mar-2018	1	***	42571	***	C		***	***	***	***	***
Apr-2018	1	***	42546	***	A		***	***	***	***	***
Jun-2018	1	***	42572	***	C		***	***	***	***	***
Jul-2018	1	***	42547	***	A		***	***	***	***	***
Jul-2018	1	***	42556	***	C		***	***	***	***	***
Aug-2018	1	***	42548	***	A		***	***	***	***	***
Sep-2018	1	***	42574	***			***	***	***	***	***
Sep-2018	1	***	37019	***	A		***	***	***	***	***



		SA-7
SWA-PA-03729 106097 -1F.TXT	Boeing Proprietary	Page 1



	Table 1A To
	Purchase Agreement No. PA-03729
	Aircraft Delivery, Description, Price and Advance Payments
	737-8 Aircraft



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Oct-2018	1	***	42575	***			***	***	***	***	***
Oct-2018	1	***	42549		A		***	***	***	***	***
Nov-2018	1	***	42573				***	***	***	***	***
Dec-2018	1	***	42576				***	***	***	***	***
Mar-2021	1	***	42648				***	***	***	***	***
Apr-2021	3	***	42649, 42650, 42651				***	***	***	***	***
May-2021	3	***	42652, 42653, 42654				***	***	***	***	***
Jun-2021	3	***	42655, 42656, 42670				***	***	***	***	***
Jul-2021	3	***	42657, 42658, 42671				***	***	***	***	***
Mar-2022	2	***	42678, 42679				***	***	***	***	***
Apr-2022	3	***	42680, 42681, 42688				***	***	***	***	***
May-2022	3	***	42682, 42683, 42684				***	***	***	***	***
Jun-2022	3	***	42685, 42686, 42687				***	***	***	***	***
Jul-2022	2	***	42689, 42690				***	***	***	***	***
Aug-2022	2	***	42693, 42695				***	***	***	***	***
Jan-2023	3	***	42577, 42560, 42565				***	***	***	***	***
Feb-2023	2	***	42562, 42564				***	***	***	***	***
Feb-2023	1	***	37042		A		***	***	***	***	***
Mar-2023	1	***	42557				***	***	***	***	***
Mar-2023	1	***	42550		A		***	***	***	***	***
Mar-2023	1	***	36732		B		***	***	***	***	***
Apr-2023	1	***	42555				***	***	***	***	***
Apr-2023	1	***	42551		A		***	***	***	***	***
Apr-2023	1	***	38806		B		***	***	***	***	***
May-2023	2	***	42594, 42568				***	***	***	***	***
May-2023	1	***	37043		A		***	***	***	***	***
Jun-2023	1	***	42581				***	***	***	***	***
Jun-2023	2	***	37034, 42536		A		***	***	***	***	***
Jul-2023	2	***	42597, 42582				***	***	***	***	***



		SA-7
SWA-PA-03729 106097 -1F.TXT	Boeing Proprietary	Page 2



	Table 1A To
	Purchase Agreement No. PA-03729
	Aircraft Delivery, Description, Price and Advance Payments
	737-8 Aircraft



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Jul-2023	1	***	36722		B		***	***	***	***	***
Aug-2023	1	***	42593				***	***	***	***	***
Aug-2023	2	***	42552, 42537		A		***	***	***	***	***
Sep-2023	2	***	42601, 42578				***	***	***	***	***
Sep-2023	1	***	36727		B		***	***	***	***	***
Oct-2023	2	***	42605, 42579				***	***	***	***	***
Oct-2023	1	***	42538		A		***	***	***	***	***
Nov-2023	1	***	42580				***	***	***	***	***
Nov-2023	1	***	38815		B		***	***	***	***	***
Dec-2023	1	***	42583				***	***	***	***	***
Dec-2023	1	***	42539		A		***	***	***	***	***
Jan-2024	3	***	42611, 42584, 42585				***	***	***	***	***
Jan-2024	1	***	42553		A		***	***	***	***	***
Feb-2024	3	***	42612, 42596, 42599				***	***	***	***	***
Feb-2024	1	***	35970		B		***	***	***	***	***
Mar-2024	1	***	42607				***	***	***	***	***
Mar-2024	3	***	38817, 35968, 35972		B		***	***	***	***	***
Apr-2024	2	***	42617, 42606				***	***	***	***	***
Apr-2024	1	***	42540		A		***	***	***	***	***
Apr-2024	1	***	36736		B		***	***	***	***	***
May-2024	3	***	42619, 42622, 42608				***	***	***	***	***
May-2024	1	***	42541		A		***	***	***	***	***
Jun-2024	1	***	42610				***	***	***	***	***
Jun-2024	1	***	42542		A		***	***	***	***	***
Jun-2024	1	***	33941		B		***	***	***	***	***
Jul-2024	1	***	42615				***	***	***	***	***
Jul-2024	2	***	35963, 35967		B		***	***	***	***	***
Aug-2024	2	***	42624, 42626				***	***	***	***	***
Aug-2024	1	***	42543		A		***	***	***	***	***



		SA-7
SWA-PA-03729 106097 -1F.TXT	Boeing Proprietary	Page 3



	Table 1A To
	Purchase Agreement No. PA-03729
	Aircraft Delivery, Description, Price and Advance Payments
	737-8 Aircraft



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Manufacturer Serial Number**	Escalation Factor	Aircraft Block	Notes	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Sep-2024	1	***	42630				***	***	***	***	***
Sep-2024	2	***	36730, 36733		B		***	***	***	***	***
Oct-2024	2	***	42625, 42636				***	***	***	***	***
Oct-2024	1	***	33940		B		***	***	***	***	***
Nov-2024	1	***	42639				***	***	***	***	***
Nov-2024	2	***	35971, 35974		B		***	***	***	***	***
Dec-2024	2	***	42628, 42640				***	***	***	***	***
Dec-2024	1	***	35975		B		***	***	***	***	***
Jan-2025	2	***	42633, 42634				***	***	***	***	***
Jan-2025	2	***	38804, 38805		B		***	***	***	***	***
Feb-2025	3	***	42637, 42641, 42643				***	***	***	***	***
Feb-2025	1	***	36729		B		***	***	***	***	***
Mar-2025	4	***	42644, 42645, 42646, 42647				***	***	***	***	***
Apr-2025	4	***	42659, 42660, 42661, 42662				***	***	***	***	***
May-2025	3	***	42663, 42664, 42666				***	***	***	***	***
Jun-2025	3	***	42665, 42667, 42669				***	***	***	***	***
Jul-2025	3	***	42668, 42672, 42673				***	***	***	***	***
Aug-2025	3	***	42674, 42675, 42691				***	***	***	***	***
Sep-2025	3	***	42676, 42677, 42694				***	***	***	***	***
Oct-2025	3	***	42692, 42696, 42697				***	***	***	***	***
Nov-2025	3	***	42698, 42699, 42700				***	***	***	***	***
Dec-2025	3	***	42701, 42702, 42703				***	***	***	***	***

Total: 170

* ***

** Manufacturer Serial Numbers (MSN) are for reference only and are subject to change.

Notes:

***



		SA-7
SWA-PA-03729 106097 -1F.TXT	Boeing Proprietary	Page 4

737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Southwest Airlines Co.

Exhibit A1 to Purchase Agreement Number PA-03729



SWA-PA-03729		SA-7
Page A1- 1	BOEING PROPRIETARY

Exhibit A1

737-8 AIRCRAFT CONFIGURATION

Dated December 13, 2011

relating to

BOEING MODEL 737-8 AIRCRAFT

The Detail Specification is Boeing document number D019A008SWA18P-1, revision NEW, released on June 30, 2017. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A1. Such Detail Specification will be comprised of Boeing configuration specification D019A008, Revision O, dated September 30, 2016 as amended to incorporate the optional features ( Options ) listed below, including the effects on Manufacturer's Empty Weight ( MEW ) and Operating Empty Weight ( OEW ). As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.



SWA-PA-03729		SA-7
Page A1- 2	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
0110-000030	MAJOR MODEL 737 AIRPLANE	***	***	***
0110E131A08	MINOR MODEL 737-8 AIRPLANE	***	***	***
0170B401A73	CLIMATE - NORMAL WEATHER OPERATIONS	***	***	***
0170B871A31	GALLEY AFT COMPLEX - G4B GALLEY - DOMED AFT BULKHEAD (BASELINE)	***	***	***
0170C204A96	CARGO LINERS- HEAVY DUTY - FORWARD	***	***	***
0170C204A99	CARGO LINERS- HEAVY DUTY- AFT	***	***	***
0170C430H07	PC - FLIGHT DECK - ROLLER SUNSHADES - DELETION - NUMBER 2 AND 3 WINDOWS - FLIGHT DECK - SFE	***	***	***
0170C939A02	COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF	***	***	***
0170D347B33	LAVATORY AFT COMPLEX - TWO ADVANCED LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS	***	***	***
0170D360B56	PC - LAVATORY AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS, NO CURTAIN AND UNIQUE HANDSET FACEPLATE DISPLAY - BOEING SKY INTERIOR	***	***	***
0170D387A08	AVIONICS - DUAL FMC WITH MULTI-CONTROL DISPLAY UNIT	***	***	***
0170D837A13	FLEXIBLE CERTIFICATION	***	***	***
0170E173B00	FLIGHT DECK - TWO OBSERVERS	***	***	***
0170E656A04	AIRFRAME - 737-8	***	***	***
0220E684A09	TYPE CERTIFICATE & CERTIFICATE OF AIRWORTHINESS	***	***	***
0221A609B52	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT	***	***	***
0221B463A04	MP-CERT. OF TAKEOFF & LANDING WITH 15 KNOT TAILWIND	***	***	***
0221E029A02	SKID-RESISTANT RUNWAY TAKEOFF WITH ANTISKID SYSTEM INOPERATIVE	***	***	***
0222E052A08	SHORT FIELD PERFORMANCE ENHANCEMENT: INSTALLATION OF TWO POSITION TAIL SKID	***	***	***
0226B694H86	MP - GNSS LANDING SYSTEM (GLS) - CATEGORY I APPROACH CAPABILITY - ACTIVATION - IN LIEU OF PARTIAL PROVISIONS	***	***	***
0226C594A28	GNSS LANDING SYSTEM (GLS) - CATEGORY I APPROACH CAPABILITY- PARTIAL PROVISIONS	***	***	***
0226E437D67	MP- GNSS LANDING SYSTEM (GLS) - CHANGE INCORP- CATEGORY I APPROACH CAPABILITY - ACTIVATION - IN LIEU OF PARTIAL PROVISIONS	***	***	***
0228E437A74	AIRPLANE FLIGHT MANUAL	***	***	***
0252A541A02	ENGLISH UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS - CELSIUS TEMPERATURE	***	***	***
0254-000003	USPHS CERTIFICATE OF SANITARY CONSTRUCTION	***	***	***
0315E684A03	CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS	***	***	***
1110E559D06	EXTERIOR NON-REGULATORY MARKINGS	***	***	***
1110E624B44	EXTERIOR REGULATORY MARKINGS AND COLOR SCHEME	***	***	***
1130E559D12	CARGO COMPARTMENT PLACARDS	***	***	***
1130E559D13	LIGHTED SIGNS - BI-LINGUAL SPANISH/ENGLISH	***	***	***
1130E559D15	INTERIOR PLACARDS AND MARKERS - 737 BOEING SKY INTERIOR	***	***	***



SWA-PA-03729		SA-7
Page A1- 3	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
2103E437E01	MP - AC HEAT EXCHANGER OUTLET TEMPERATURE MONITORING SENSOR - INSTALLATION	***	***	***
2103E437E14	MP - AC HEAT EXCHANGER OUTLET TEMPERATURE MONITORING SENSOR - CHANGE INCORP - INSTALLATION	***	***	***
2130-000010	600 FPM CABIN PRESSURE ASCENT RATE	***	***	***
2130-000015	750 FPM CABIN PRESSURE DESCENT RATE	***	***	***
2160-000025	CABIN TEMPERATURE INDICATION - DEGREES FAHRENHEIT	***	***	***
2170-000021	OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS	***	***	***
2210-000003	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE	***	***	***
2210-000123	AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL	***	***	***
2210-000128	AUTOFLIGHT - CONTROL WHEEL STEERING WARNING	***	***	***
2210-000142	AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET	***	***	***
2210C175A38	AUTOFLIGHT - GO-AROUND ROLL MODE - LNAV	***	***	***
2230-000137	AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE	***	***	***
2310C410A91	COMMUNICATIONS CONTROL PANELS - DUAL GABLES RADIO TUNING PANELS CAPABLE OF (2) HF SYSTEMS AND (3) VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE	***	***	***
2312A639A46	VHF COMMUNICATIONS - ACTIVATION OF KEYLINE TIMER	***	***	***
2312E173A49	VHF COMMUNICATIONS - TRIPLE HONEYWELL ARINC 750 RTA-50D VHF FM IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N 965-1696-021 - BFE/SPE	***	***	***
2315E706A59	MP - SATCOM - INSTALLATION OF PARTIAL WIRING AND MOUNTING PROVISIONS - ICG MODEL ICS-300 IRIDIUM SATCOM SYSTEM WITH A SINGLE TOP MOUNTED DUAL ELEMENT IRIDIUM ANTENNA	***	***	***
2321-000050	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N 1200008-000 - BFE/SPE	***	***	***
2321-000063	SELCAL - ANNUNCIATION ON AUDIO SELECTOR PANELS	***	***	***
2322C939A05	CMU - INSTALLATION OF PARTIAL PROVISIONS FOR A SINGLE CMU IN ACCORDANCE WITH ARINC 758	***	***	***
2322C939A06	COMMUNICATIONS MANAGEMENT UNIT (CMU) - DATA LINK RECORDING ACTIVATION	***	***	***
2322E437D59	MP - CMU - INSTALLATION OF WIRING PROVISIONS BETWEEN THE ONBOARD NETWORK SYSTEM (ONS) AND THE COMMUNICATION MANAGEMENT UNIT PROVISIONS	***	***	***
2322E516A03	CMU - INSTALLATION OF HONEYWELL MARK II ARINC 758 LEVEL AOA CMU W/ARINC SERVICE PROVIDER - DATA LINK RECORDING CAPABLE - P/N 965-0758-006 - BFE / SPE	***	***	***
2324D197A18	EMERGENCY LOCATOR TRANSMITTER (ELT) - ACR ELECTRONICS AUTOMATIC FIXED - WITH NAVIGATION INTERFACE UNIT (NIU) - MODE S BROADCAST - WITH ANTENNA P/N 110-337 - BFE/SPE	***	***	***
2331B754B15	PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - ROCKWELL COLLINS AMPLIFIER - BFE/SPE	***	***	***



SWA-PA-03729		SA-7
Page A1- 4	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
2331E097A10	PRAM/BMM SYSTEM - PANASONIC - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE	***	***	***
2350A150D50	AUDIO INTEGRATING - INHIBIT AURAL ALERT TRANSMISSIONS THROUGH CAPTAIN, FIRST OFFICER'S AND FIRST OBSERVER'S HEADPHONES	***	***	***
2350B872A08	AUDIO CONTROL PANEL - INTEGRATED SELCAL, CREW CALL, AND SATCOM FUNCTIONS - INSTALLATION - 3 VHF/2 HF	***	***	***
2351-000042	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION	***	***	***
2351A213A33	AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK	***	***	***
2351A213B77	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE	***	***	***
2351D360C80	PASSENGER CABIN MEDICAL COMMUNICATIONS SYSTEM - BOEING SKY INTERIOR	***	***	***
2371B628B32	VOICE RECORDER AND MICROPHONE/MONITOR - HONEYWELL - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 980-6032-001 & P/N 980-6116-001 - BFE/SPE	***	***	***
2371B628B41	VOICE RECORDER - RECORDER INDEPENDENT POWER SUPPLY (RIPS) - AFT LOWERED CEILING	***	***	***
2371E437C25	MP - VOICE RECORDER - REPLACEMENT - VOICE RECORDER WITH 90 DAY BATTERY IN LIEU OF VOICE RECORDER WITH 30 DAY BATTERY - HONEYWELL INTERNATIONAL INC - BFE	***	***	***
2451B750A96	GALLEY G2 POWER - 17.25 KVA - COMPLETE PROVISIONS	***	***	***
2451B815K32	POWER DISTRIBUTION - WIRING INSTALLATION FOR ADDITIONAL CAPACITY	***	***	***
2451D360M03	MP - MOD STD SEL - GALLEY G4B POWER - REVISION - 12 KVA INSTALLATION AND PROVISIONS FOR 17.25 KVA IN LIEU OF COMPLETE INSTALLATION	***	***	***
2451E447B64	GALLEY G1 & G7 POWER - 12 KVA	***	***	***
2454E484B59	IN-SEAT POWER OUTLETS - INSTALLATION - FULL CABIN WITH 59 USB POWER SUPPLIES AND 175 HIGH POWER USB OUTLETS - ASTRONICS AES - BFE/SPE	***	***	***
2454E484C79	MP - IN-SEAT POWER OUTLETS - DELETION - FULL CABIN WITH 59 USB POWER SUPPLIES AND 175 HIGH POWER USB OUTLETS - ASTRONICS AES - BFE	***	***	***
2500E559K65	MP - CLOSET - REPLACEMENT - FWD RH FULL HEIGHT CLOSET IN LIEU OF FULL HEIGHT/HALF HEIGHT G2 GALLEY - STA 325 - 343 - ENCORE - BFE	***	***	***
2500E559K83	MP - INTERIOR ARRANGEMENT - REVISION - DETACHABLE EMERGENCY EQUIPMENT - BFE	***	***	***
2500E559M56	MP - MOD STD SEL - CABIN INTERPHONE SYSTEMS - ATTENDANT HANDSETS WITH UNIQUE FACEPLATE	***	***	***
2500E559R44	MP - INTERIOR ARRANGEMENT - REVISION - ADDITION OF SLIDE-OUT STOWAGE IN LAVS D & E AND REVISION TO EMERGENCY EQUIPMENT	***	***	***
2500E559Y62	MP - NON-CERTIFIED FLYAWAY KIT - ADDITION - FIRST AID KIT BRACKET	***	***	***
2513C410C22	FLIGHT COMPARTMENT ACCOMMODATIONS - EMERGENCY EVACUATION CHECKLIST PLACARD ON THE CAPTAIN AND FIRST OFFICER'S CONTROL COLUMNS	***	***	***



SWA-PA-03729		SA-7
Page A1- 5	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
2513E437A99	LOG BOOK HOLDER - INSTALLATION - ON AFT FACE OF P8 AISLESTAND	***	***	***
2514E559T12	MP - SIDEWALL LINING AND AIR RETURN GRILLE - REVISION - ENHANCED FASTENING PROVISIONS	***	***	***
2520E559D17	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING	***	***	***
2520E559L37	MP - PASSENGER COMPARTMENT - REVISION - DECORATIVE LAMINATE - FORWARD MONUMENTS	***	***	***
2523E559E42	PASSENGER SERVICE UNITS - 737 BOEING SKY INTERIOR	***	***	***
2525A627A07	DOUBLE ATTENDANT SEAT - WALL MOUNTED - STA 304	***	***	***
2525C204F39	LARGE LOWER STOWAGE BOX FOR DOUBLE ATTENDANT SEAT - STA 304 LH	***	***	***
2525C204F40	LARGE LOWER STOWAGE BOX FOR DOUBLE ATTENDANT SEAT - STA 949 LH	***	***	***
2525C204F41	LARGE LOWER STOWAGE BOX FOR DOUBLE ATTENDANT SEAT - STA 949 RH	***	***	***
2525C204K04	HIC AND FEMUR LOAD COMPLIANCE - ECONOMY CLASS SEATS	***	***	***
2525C204K05	HIC AND FEMUR LOAD COMPLIANCE - ATTENDANT SEATS	***	***	***
2525E559D22	ECONOMY CLASS SEATS - BFE/SPE	***	***	***
2527E559H50	FLOOR COVERING - CARPET - BFE/SPE	***	***	***
2527E559H51	FLOOR COVERING - GALLEY AND ENTRYWAY FLOOR MAT - BFE/SPE	***	***	***
2528C204J16	FORWARD CENTER OVERHEAD STOWAGE COMPARTMENT - PROVISIONED FOR PALLETIZED EQUIPMENT AND LIFE RAFTS - 737 BOEING SKY INTERIOR	***	***	***
2528C204J18	SECOND FORWARD CENTER OVERHEAD STOWAGE COMPARTMENT - PROVISIONED FOR PALLETIZED EQUIPMENT AND LIFE RAFTS - 737 BOEING SKY INTERIOR	***	***	***
2528C204J20	FIRST MID CABIN CENTER OVERHEAD STOWAGE COMPARTMENT - PROVISIONED FOR PALLETIZED EQUIPMENT AND LIFE RAFTS - 737 BOEING SKY INTERIOR	***	***	***
2528C204J22	SECOND MID-CABIN CENTER OVERHEAD STOWAGE COMPARTMENT - PROVISIONED FOR PALLETIZED EQUIPMENT AND LIFE RAFTS - 737 BOEING SKY INTERIOR	***	***	***
2528E559D23	LITERATURE POCKETS	***	***	***
2528E559D24	OVERHEAD STOWAGE BINS - ADDITIONAL FEATURES - 737 BOEING SKY INTERIOR	***	***	***
2529D360B52	FORWARD ATTENDANT WORKSTATION - PANEL & HANDSET - UNIQUE FACEPLATE DISPLAY	***	***	***
2530D383A11	G1 GALLEY - AFT STATION 297 - BFE/SPE	***	***	***
2530E559D10	GALLEY G2 - STA 325-343 - BFE/SPE	***	***	***
2530E559D27	G7 GALLEY - AFT OF DOOR 1, LEFT - AFT STA 374 - BFE/SPE	***	***	***
2530E559D29	GALLEY INSERT PART NUMBERS - BFE/SPE	***	***	***
2530E559K27	MP - GALLEY - REVISION - G1 GALLEY AFT STA 293 IN LIEU OF STA 297	***	***	***
2530E624B45	GALLEY PART NUMBERS - STANDARD EFFORT - BFE/SPE	***	***	***
2530E624B63	GALLEY CHILLER - AFT G4B GALLEY - PROVISIONS	***	***	***
2540D347A92	LA ADVANCED LAVATORY	***	***	***
2540E559D31	LA ADVANCED LAVATORY SELECTABLES	***	***	***
2540E559D32	LD ADVANCED LAVATORY SELECTABLES	***	***	***
2540E559D33	LE ADVANCED LAVATORY SELECTABLES	***	***	***



SWA-PA-03729		SA-7
Page A1- 6	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
2540E559N20	MP - LAVATORIES - REVISION - LAVS D AND E - NON-SPACEWALL IN LIEU OF SPACEWALL	***	***	***
2560-000269	CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - CAPTAIN'S SEAT BACK	***	***	***
2560C410D09	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - EASTERN AERO MARINE INC - P/N P01202-301C - BFE/SPE	***	***	***
2562E559E21	OVERWATER EMERGENCY EQUIPMENT - BFE/SPE - 737 BOEING SKY INTERIOR	***	***	***
2562E559K34	MP - OVERWATER EMERGENCY EQUIPMENT - DELETION - LIFE RAFTS - EASTERN AERO MARINE - BFE	***	***	***
2562E559U37	MP - OVERWATER EMERGENCY EQUIPMENT - REPLACEMENT - PASSENGER LIFE VEST - EASTERN AERO MARINE INC - BFE	***	***	***
2564E559D98	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - BFE/SPE - 737 BOEING SKY INTERIOR	***	***	***
2564E559X35	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - DELETION - FIRST AID KIT - MINE SAFETY APPLIANCES CO - BFE	***	***	***
2622E088A14	APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINE BOTTLES	***	***	***
2841-000004	STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS	***	***	***
2841-000012	FUEL QUANTITY INDICATORS ON RIGHT WING FUELING PANEL	***	***	***
2844-000019	FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION TABLES IN U.S. GALLONS	***	***	***
2911-000042	ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - EATON (VICKERS) - 10-62167	***	***	***
2911-000044	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) - 10-60556	***	***	***
2911E684D00	MP - AC MOTOR DRIVEN HYDRAULIC PUMPS - INSTALL TWO PARKER (ABEX) IN LIEU OF TWO EATON (VICKERS) - SFE	***	***	***
3041-000003	NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW	***	***	***
3131-000143	ACCELEROMETER - HONEYWELL P/N 971-4193-001 - BFE/SPE	***	***	***
3131B628B16	DIGITAL FLIGHT DATA RECORDER (DFDR) - HONEYWELL - 1024 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4750-009 - BFE/SPE	***	***	***
3131E103A15	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) - CATIIIB/IAN/GLS/NPS CAPABLE - WITH ACMS CAPABILITY - ONS - SFE	***	***	***
3131E437C26	MP - FLIGHT DATA RECORDER SYSTEM - REPLACEMENT - FLIGHT DATA RECORDER WITH 90 DAY BATTERY IN LIEU OF FLIGHT DATA RECORDER WITH 30 DAY BATTERY - HONEYWELL INTERNATIONAL INC - BFE	***	***	***
3132E437D35	MP - ARINC 615 PORTABLE DATA LOADER CONNECTOR - INSTALLATION - FLIGHT DECK - P61-4 MAINTENANCE BITE PANEL	***	***	***
3133-000123	ARINC 740 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND	***	***	***
3135E437D40	MP - ONBOARD NETWORK SYSTEM - QUICK ACCESS RECORDER - DAR OUTPUT 23300	***	***	***



SWA-PA-03729		SA-7
Page A1- 7	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
3161-000133	ENGINE FUEL FLOW - FULL TIME DISPLAY - PRIMARY ENGINE DISPLAY UNIT	***	***	***
3161C175A22	ENGINE OIL QUANTITY DISPLAY - PERCENT - ENGINE DISPLAY	***	***	***
3162-000018	ATTITUDE COMPARATOR - FLASHING - ADI	***	***	***
3162-000022	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI	***	***	***
3162-000028	RADIO ALTITUDE - BELOW ADI	***	***	***
3162-000030	RISING RUNWAY - DISPLAYED ON THE ADI	***	***	***
3162-000036	LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY	***	***	***
3162-000040	BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY	***	***	***
3162-000044	TCAS RESOLUTION ADVISORY - VSI	***	***	***
3162-000051	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE	***	***	***
3162-000059	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY	***	***	***
3162-000064	RANGE ARCS - NAVIGATION DISPLAY	***	***	***
3162-000079	MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY	***	***	***
3162-000084	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY	***	***	***
3162-000088	AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH AIRSPEED INDICATOR	***	***	***
3162A627A36	CDS - SOFTWARE ACTIVATION - VNAV SPEED BANDS - ENABLE	***	***	***
3162C594A29	CDS - SOFTWARE ACTIVATION - NAVIGATION PERFORMANCE SCALES - ENABLE	***	***	***
3162E437C95	MP - FLIGHT AND NAVIGATION DISPLAYS - LANDING SYS ELECTRONIC PLACARD WORKSHEET - AUXILIARY DISPLAY	***	***	***
3244-000008	SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL	***	***	***
3245B290A77	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - GOODRICH - INSTALLATION WITH SFE 12 PR, 235 MPH RATED RADIAL TIRES	***	***	***
3245B290A92	BRAKES - CARBON - GOODRICH	***	***	***
3245C927A08	WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS FOR CARBON BRAKES - GOODRICH - INSTALLATION WITH 30-PR, 235 MPH RADIAL TIRES	***	***	***
3321C869A65	PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL - 737 BOEING SKY INTERIOR	***	***	***
3324C195A04	NO SMOKING SIGN - SILK SCREENED SYMBOL AND RETAIN CHIME FUNCTION	***	***	***
3327D380B90	GALLEY LIGHTS - 28 VDC POWER - GALLEY G7 / CLOSET	***	***	***
3327E559L81	MP - GALLEY LIGHTS - 28 VDC POWER - DELETION - GALLEY G7 / CLOSET	***	***	***
3350E097A38	EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - NARROW COLOR PHOTOLUMINESCENT	***	***	***
3412-000022	DUAL ELEMENT NON-ASPIRATED TAT PROBE	***	***	***
3430B866A28	ILS/GPS MULTI-MODE RECEIVER (MMR) - HONEYWELL - P/N 066-50029-1201 - BFE/SPE	***	***	***



SWA-PA-03729		SA-7
Page A1- 8	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
3430E437D65	MP - MULTI-MODE RECEIVER (MMR) AND VOR/MARKER BEACON - REPLACEMENT - HONEYWELL 3G MMR P/N 69002600-0101 IN LIEU OF EXISTING HONEYWELL MMR P/N 066-50029-1201 AND HONEYWELL VOR/MARKER BEACON P/N 69001410-100 - BFE	***	***	***
3430E437D69	MP - MULTI-MODE RECEIVER (MMR) AND VOR/MARKER BEACON - CHANGE INCORP - REPLACEMENT - HONEYWELL 3G MMR P/N 69002600-0101 IN LIEU OF EXISTING HONEYWELL MMR P/N 066-50029-1201 AND HONEYWELL VOR/MARKER BEACON P/N 69001410-100 - BFE	***	***	***
3431C175A06	NAVIGATION CONTROL PANEL (NCP) - GNSS LANDING SYSTEM (GLS) CAPABLE - GABLES - P/N G7501-01- BFE/SPE	***	***	***
3433C594A98	LOW RANGE RADIO ALTIMETER (LRRA) - CAT IIIB CAPABLE - HONEYWELL - P/N 066-50007-0531- BFE/SPE	***	***	***
3436E640B45	MP - HEAD UP DISPLAY (HUD) SYSTEM - INSTALLATION - SINGLE ROCKWELL COLLINS HEAD-UP GUIDANCE SYSTEM (HGS) MODEL 6000 WITH MCDU INTERFACE - STC CERTIFIED - BFE	***	***	***
3443B696L73	SINGLE WEATHER RADAR SYSTEM CONTROL PANEL - HONEYWELL RDR-4000 RADAR SYSTEM - P/N 930-5101-001 - BFE/SPE	***	***	***
3443E032A44	SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR - HONEYWELL RDR-4000, VERSION 2 TRANSCEIVER - 930-2000-001 - BFE/SPE	***	***	***
3445C594B01	TCAS SYSTEM - HONEYWELL TCAS COMPUTER P/N 940-0351-001 - TCAS CHANGE 7.1 COMPLIANT - BFE/SPE	***	***	***
3446-000046	LOW VOLUME FOR ALTITUDE CALLOUTS	***	***	***
3446-000049	500 SMART CALLOUT INHIBITED	***	***	***
3446-000057	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 100, 50, 30, 10	***	***	***
3446C174A14	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) - ENABLE	***	***	***
3451E097A30	VOR/MARKER BEACON - HONEYWELL RECEIVER P/N 69001410-100 - BFE/SPE	***	***	***
3453E052A56	ATC SYSTEM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 066-01212-0301 - ADS-B OUT DO-260B COMPLIANT - HONEYWELL INTERNATIONAL INC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE	***	***	***
3455D338A05	DISTANCE MEASURING EQUIPMENT (DME) SCANNING INTERROGATOR- HONEYWELL P/N 066-50013-0111 - BFE/SPE	***	***	***
3461A150B73	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ENGINE-OUT STANDARD INSTRUMENT DEPARTURES (SID'S) - ENABLE	***	***	***
3461A425A10	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED	***	***	***
3461A425A17	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIRLINE OPERATIONAL COMMUNICATION DATA LINK (AOC DL) - FEATURE ACTIVATION	***	***	***
3461A425A30	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- ABEAM WAYPOINTS- ENABLE	***	***	***
3461A425A48	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ACTIVATE COLOR OPERATION	***	***	***



SWA-PA-03729		SA-7
Page A1- 9	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
3461A890A76	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DISPLAY - MISSED APPROACH IN CYAN UNTIL ACTIVE - ENABLE	***	***	***
3461B430C49	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - REQUIRED NAVIGATION PERFORMANCE (RNP) DEFAULT VALUE CHANGE	***	***	***
3461B696E14	MP - FMCE - ADDITIONAL CONTROL DISPLAY UNIT FIX PAGES - ENABLE	***	***	***
3461B696K97	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - VERTICAL RNP DEFAULT VALUE - REVISION	***	***	***
3461C175A11	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION	***	***	***
3461C175A14	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FANS CAPABLE MCDU WITH ATC KEYBOARD - INSTALLATION-SFE	***	***	***
3461C175A32	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - COMMON VNAV - ENABLE	***	***	***
3461C175A34	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - SPEED PROPAGATION FROM THE CRUISE PAGE TO THE DESCENT PAGE - ENABLE	***	***	***
3461C430J05	FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - VOR INHIBIT	***	***	***
3461C594A26	FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - INTENT DATA TRANSMITTED TO ACARS - ENABLE	***	***	***
3511B873B93	CREW OXYGEN MASK - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - SECOND OBSERVER - AV-OX INC - BFE/SPE	***	***	***
3511B873B94	CREW OXYGEN MASK - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - FIRST OBSERVER - AV-OX INC - BFE/SPE	***	***	***
3511B873B95	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - AV-OX INC - BFE/SPE	***	***	***
3811-000017	POTABLE WATER - SERVICEABLE TO 40 GALLONS	***	***	***
3812-000002	NO WATER QUANTITY GAUGE - WATER SERVICE PANEL	***	***	***
3832-000076	NO SENSOR FOULED LIGHT - COVER PLATE	***	***	***
3832-000078	NO WASTE QUANTITY GAUGE - COVER PLATE	***	***	***
3910E437A86	AFT ELECTRONICS PANEL ARRANGEMENT WITH TWO RADIO TUNING PANELS AND ARINC 740 PRINTER PROVISIONS	***	***	***
4435E484C78	MP - HIGH SPEED COMMUNICATION - STRUCTURAL PROVISIONS - KU BAND RADOME INSTALLATION - 737 BOEING SKY INTERIOR 159200	***	***	***
4435E484D01	MP - HIGH SPEED COMMUNICATION - PARTIAL PROVISIONS - GLOBAL EAGLE ENTERTAINMENT CABIN NETWORK SYSTEM WITH KU BAND CONNECTIVITY - THREE WIRELESS ACCESS POINTS (WAP) - 737 BOEING SKY INTERIOR	***	***	***
4435E484D80	MP - HIGH-SPEED COMMUNICATIONS - INSTALLATION INTO PARTIAL PROVISIONS - WIRELESS CABIN NETWORK WITH 3 CWLU'S AND KU BAND CONNECTIVITY - GLOBAL EAGLE ENTERTAINMENT - CSE/SPE	***	***	***
4435E484H13	MP - HIGH SPEED COMMUNICATION - REPLACEMENT - TRI-BAND RADOME IN LIEU OF KU BAND RADOME	***	***	***



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Page A1- 10	BOEING PROPRIETARY



CR	Title	2011 $ A/P 1 - 4 Price Per A/C	2011 $ A/P 5 - 8 Price Per A/C	2011 $ A/P 9 & on Price Per A/C
4435E484H15	MP - HIGH SPEED COMMUNICATION - CHANGE INCORP - REPLACEMENT - TRI-BAND RADOME IN LIEU OF KU BAND RADOME	***	***	***
4610E437C72	MP - GROUND BASED CONNECTIVITY - INSTALLATION - AIRCRAFT WIRELESS LAN UNIT CELLULAR - TELEDYNE CONTROLS - BFE	***	***	***
4610E437E26	MP - ONBOARD NETWORK SYSTEM - ACTIVATION OF ONS-ACARS CMU INTERFACE	***	***	***
4610E437E28	MP - ONBOARD NETWORK SYSTEM - CHANGE INCORP - ACTIVATION OF ONS-ACARS CMU INTERFACE	***	***	***
4610E839A41	MP - ONBOARD NETWORK SYSTEM - REPLACEMENT - AIRCRAFT WIRELESS LAN UNIT - CELLULAR AND WIFI IN LIEU OF CELLULAR GROUND BASED CONNECTIVITY ONLY - TELEDYNE CONTROLS - BFE	***	***	***
5231A561C54	CARGO DOOR - SOLID SKIN	***	***	***
5300-000027	UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY	***	***	***
5352A298A28	RADOME- NORDAM- SFE	***	***	***
7200D422A12	CFM LEAP-1B ENGINES - 1B28B1 RATING	***	***	***
7200E430E27	MP - CFM LEAP -1B ENGINES - CHANGE INCORP - REVISION - 1B28 RATING IN LIEU OF 1B28B1 RATING	***	***	***
7200E684E22	MP - CFM LEAP -1B ENGINES - REVISION - 1B28 RATING IN LIEU OF 1B28B1 RATING	***	***	***
7900-000116	LUBRICATING OIL - MOBIL JET II	***	***	***
MISC	INTERIOR ALLOWANCE	***	***	***
	TOTALS:	***	***	***



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Page A1- 11	BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

Southwest Airlines Co.

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03729



SWA-PA-03729-BFE1		SA-7
	BOEING PROPRIETARY	Page 1

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-8 AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.


1.	Supplier Selection .

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:



Galley System	5/1/2016

Galley Inserts	5/1/2016

Seats (passenger)	5/1/2016

Overhead & Audio System	5/1/2016

In-Seat Video System	Same as seats

Miscellaneous Emergency Equipment	7/1/2016

Cargo Handling Systems* (Single Aisle Programs only)	11/1/2016

*For a new certification, supplier requires notification ten (10) months prior to Cargo Handling System on-dock date.

2. On-dock Dates and Other Information .

On or before nine (9) months prior to aircraft delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet ( MBF in My Boeing Configuration ( MBC )). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:



SWA-PA-03729-BFE1		SA-7
	BOEING PROPRIETARY	Page 2



Nominal Del Date	Aircraft Qty	Seats	Galley / Furnishings	Antennas & Mounting Equipment	Avionics	Cabin Systems Equipment	Misc. Emergency Equipment	Textiles / Raw Materials	Cargo Systems	Provision Kits	Radomes
Jul-2017	3	5/23/2017	5/16/2017	3/27/2017	5/16/2017	5/16/2017	5/16/2017	2/9/2017	5/2/2017	1/9/2017	4/17/2017
Aug-2017	6	6/21/2017	6/14/2017	4/24/2017	6/14/2017	6/14/2017	6/14/2017	3/9/2017	5/31/2017	2/6/2017	5/15/2017
Sep-2017	1	7/25/2017	7/18/2017	5/25/2017	7/18/2017	7/18/2017	7/18/2017	4/11/2017	7/3/2017	3/9/2017	6/16/2017
Oct-2017	2	8/22/2017	8/15/2017	6/23/2017	8/15/2017	8/15/2017	8/15/2017	5/9/2017	8/1/2017	4/6/2017	7/17/2017
Nov-2017	2	9/22/2017	9/15/2017	7/26/2017	9/15/2017	9/15/2017	9/15/2017	6/9/2017	8/31/2017	5/8/2017	8/16/2017
Jan-2018	2	11/13/2017	11/6/2017	9/15/2017	11/6/2017	11/6/2017	11/6/2017	8/1/2017	10/23/2017	6/28/2017	10/6/2017
Mar-2018	1	1/22/2018	1/15/2018	11/14/2017	1/15/2018	1/15/2018	1/15/2018	9/29/2017	12/22/2017	8/28/2017	12/7/2017
Jun-2018	1	4/24/2018	4/17/2018	2/26/2018	4/17/2018	4/17/2018	4/17/2018	1/11/2018	4/3/2018	12/1/2017	3/19/2018
Jul-2018	2	5/23/2018	5/16/2018	3/27/2018	5/16/2018	5/16/2018	5/16/2018	2/9/2018	5/2/2018	1/9/2018	4/17/2018
Aug-2018	1	6/22/2018	6/15/2018	4/26/2018	6/15/2018	6/15/2018	6/15/2018	3/13/2018	6/1/2018	2/8/2018	5/17/2018
Sep-2018	2	7/25/2018	7/18/2018	5/29/2018	7/18/2018	7/18/2018	7/18/2018	4/13/2018	7/4/2018	3/13/2018	6/19/2018
Oct-2018	2	8/22/2018	8/15/2018	6/26/2018	8/15/2018	8/15/2018	8/15/2018	5/11/2018	8/1/2018	4/10/2018	7/17/2018
Nov-2018	1	9/24/2018	9/17/2018	7/27/2018	9/17/2018	9/17/2018	9/17/2018	6/13/2018	9/3/2018	5/11/2018	8/17/2018
Dec-2018	1	10/24/2018	10/17/2018	8/28/2018	10/17/2018	10/17/2018	10/17/2018	7/13/2018	10/3/2018	6/12/2018	9/18/2018
Mar-2021	1	1/20/2021	1/13/2021	11/24/2020	1/13/2021	1/13/2021	1/13/2021	10/9/2020	12/30/2020	9/8/2020	12/15/2020
Apr-2021	3	2/22/2021	2/15/2021	12/25/2020	2/15/2021	2/15/2021	2/15/2021	11/11/2020	2/1/2021	10/9/2020	1/15/2021
May-2021	3	3/24/2021	3/17/2021	1/26/2021	3/17/2021	3/17/2021	3/17/2021	12/11/2020	3/3/2021	11/10/2020	2/16/2021
Jun-2021	3	4/22/2021	4/15/2021	2/24/2021	4/15/2021	4/15/2021	4/15/2021	1/11/2021	4/1/2021	12/9/2020	3/17/2021
Jul-2021	3	5/24/2021	5/17/2021	3/26/2021	5/17/2021	5/17/2021	5/17/2021	2/10/2021	5/3/2021	1/8/2021	4/16/2021
Mar-2022	2	1/20/2022	1/13/2022	11/24/2021	1/13/2022	1/13/2022	1/13/2022	10/11/2021	12/30/2021	9/8/2021	12/15/2021
Apr-2022	3	2/22/2022	2/15/2022	12/27/2021	2/15/2022	2/15/2022	2/15/2022	11/11/2021	2/1/2022	10/11/2021	1/17/2022
May-2022	3	3/23/2022	3/16/2022	1/25/2022	3/16/2022	3/16/2022	3/16/2022	12/10/2021	3/2/2022	11/9/2021	2/15/2022
Jun-2022	3	4/22/2022	4/15/2022	2/24/2022	4/15/2022	4/15/2022	4/15/2022	1/11/2022	4/1/2022	12/9/2021	3/17/2022
Jul-2022	2	5/24/2022	5/17/2022	3/28/2022	5/17/2022	5/17/2022	5/17/2022	2/10/2022	5/3/2022	1/10/2022	4/18/2022
Aug-2022	2	6/22/2022	6/15/2022	4/26/2022	6/15/2022	6/15/2022	6/15/2022	3/11/2022	6/1/2022	2/8/2022	5/17/2022
Jan-2023	3	11/23/2022	11/16/2022	9/27/2022	11/16/2022	11/16/2022	11/16/2022	8/12/2022	11/2/2022	7/12/2022	10/18/2022
Feb-2023	3	12/23/2022	12/16/2022	10/27/2022	12/16/2022	12/16/2022	12/16/2022	9/13/2022	12/2/2022	8/11/2022	11/17/2022
Mar-2023	1	1/20/2023	1/13/2023	11/24/2022	1/13/2023	1/13/2023	1/13/2023	10/11/2022	12/30/2022	9/8/2022	12/15/2022
Mar-2023	2	1/20/2023	1/13/2023	11/24/2022	1/13/2023	1/13/2023	1/13/2023	10/11/2022	12/30/2022	9/8/2022	12/15/2022
Apr-2023	3	2/22/2023	2/15/2023	12/27/2022	2/15/2023	2/15/2023	2/15/2023	11/11/2022	2/1/2023	10/11/2022	1/17/2023
May-2023	3	3/22/2023	3/15/2023	1/24/2023	3/15/2023	3/15/2023	3/15/2023	12/9/2022	3/1/2023	11/8/2022	2/14/2023
Jun-2023	3	4/24/2023	4/17/2023	2/24/2023	4/17/2023	4/17/2023	4/17/2023	1/11/2023	4/3/2023	12/9/2022	3/17/2023
Jul-2023	3	5/24/2023	5/17/2023	3/28/2023	5/17/2023	5/17/2023	5/17/2023	2/10/2023	5/3/2023	1/10/2023	4/18/2023
Aug-2023	3	6/22/2023	6/15/2023	4/26/2023	6/15/2023	6/15/2023	6/15/2023	3/13/2023	6/1/2023	2/8/2023	5/17/2023
Sep-2023	3	7/25/2023	7/18/2023	5/29/2023	7/18/2023	7/18/2023	7/18/2023	4/13/2023	7/4/2023	3/13/2023	6/19/2023
Oct-2023	3	8/23/2023	8/16/2023	6/27/2023	8/16/2023	8/16/2023	8/16/2023	5/12/2023	8/2/2023	4/11/2023	7/18/2023
Nov-2023	2	9/22/2023	9/15/2023	7/27/2023	9/15/2023	9/15/2023	9/15/2023	6/13/2023	9/1/2023	5/11/2023	8/17/2023
Dec-2023	2	10/24/2023	10/17/2023	8/28/2023	10/17/2023	10/17/2023	10/17/2023	7/13/2023	10/3/2023	6/12/2023	9/18/2023



SWA-PA-03729-BFE1		SA-7
	BOEING PROPRIETARY	Page 3



Nominal Del Date	Aircraft Qty	Seats	Galley / Furnishings	Antennas & Mounting Equipment	Avionics	Cabin Systems Equipment	Misc. Emergency Equipment	Textiles / Raw Materials	Cargo Systems	Provision Kits	Radomes
Jan-2024	4	11/22/2023	11/15/2023	9/26/2023	11/15/2023	11/15/2023	11/15/2023	8/11/2023	11/1/2023	7/11/2023	10/17/2023
Feb-2024	4	12/25/2023	12/18/2023	10/27/2023	12/18/2023	12/18/2023	12/18/2023	9/13/2023	12/4/2023	8/11/2023	11/17/2023
Mar-2024	4	1/23/2024	1/16/2024	11/27/2023	1/16/2024	1/16/2024	1/16/2024	10/12/2023	1/2/2024	9/11/2023	12/18/2023
Apr-2024	4	2/21/2024	2/14/2024	12/26/2023	2/14/2024	2/14/2024	2/14/2024	11/10/2023	1/31/2024	10/10/2023	1/16/2024
May-2024	4	3/22/2024	3/15/2024	1/25/2024	3/15/2024	3/15/2024	3/15/2024	12/12/2023	3/1/2024	11/9/2023	2/15/2024
Jun-2024	3	4/24/2024	4/17/2024	2/27/2024	4/17/2024	4/17/2024	4/17/2024	1/12/2024	4/3/2024	12/12/2023	3/19/2024
Jul-2024	3	5/22/2024	5/15/2024	3/26/2024	5/15/2024	5/15/2024	5/15/2024	2/9/2024	5/1/2024	1/9/2024	4/16/2024
Aug-2024	3	6/24/2024	6/17/2024	4/26/2024	6/17/2024	6/17/2024	6/17/2024	3/13/2024	6/3/2024	2/9/2024	5/17/2024
Sep-2024	3	7/24/2024	7/17/2024	5/28/2024	7/17/2024	7/17/2024	7/17/2024	4/12/2024	7/3/2024	3/12/2024	6/18/2024
Oct-2024	3	8/22/2024	8/15/2024	6/26/2024	8/15/2024	8/15/2024	8/15/2024	5/13/2024	8/1/2024	4/10/2024	7/17/2024
Nov-2024	3	9/24/2024	9/17/2024	7/29/2024	9/17/2024	9/17/2024	9/17/2024	6/13/2024	9/3/2024	5/13/2024	8/19/2024
Dec-2024	3	10/23/2024	10/16/2024	8/27/2024	10/16/2024	10/16/2024	10/16/2024	7/12/2024	10/2/2024	6/11/2024	9/17/2024
Jan-2025	4	11/22/2024	11/15/2024	9/26/2024	11/15/2024	11/15/2024	11/15/2024	8/13/2024	11/1/2024	7/11/2024	10/17/2024
Feb-2025	4	12/25/2024	12/18/2024	10/29/2024	12/18/2024	12/18/2024	12/18/2024	9/13/2024	12/4/2024	8/13/2024	11/19/2024
Mar-2025	4	1/22/2025	1/15/2025	11/26/2024	1/15/2025	1/15/2025	1/15/2025	10/11/2024	1/1/2025	9/10/2024	12/17/2024
Apr-2025	4	2/20/2025	2/13/2025	12/25/2024	2/13/2025	2/13/2025	2/13/2025	11/11/2024	1/30/2025	10/9/2024	1/15/2025
May-2025	3	3/24/2025	3/17/2025	1/24/2025	3/17/2025	3/17/2025	3/17/2025	12/11/2024	3/3/2025	11/8/2024	2/14/2025
Jun-2025	3	4/23/2025	4/16/2025	2/25/2025	4/16/2025	4/16/2025	4/16/2025	1/10/2025	4/2/2025	12/10/2024	3/18/2025
Jul-2025	3	5/22/2025	5/15/2025	3/26/2025	5/15/2025	5/15/2025	5/15/2025	2/10/2025	5/1/2025	1/8/2025	4/16/2025
Aug-2025	3	6/24/2025	6/17/2025	4/28/2025	6/17/2025	6/17/2025	6/17/2025	3/13/2025	6/3/2025	2/10/2025	5/19/2025
Sep-2025	3	7/23/2025	7/16/2025	5/27/2025	7/16/2025	7/16/2025	7/16/2025	4/11/2025	7/2/2025	3/11/2025	6/17/2025
Oct-2025	3	8/22/2025	8/15/2025	6/26/2025	8/15/2025	8/15/2025	8/15/2025	5/13/2025	8/1/2025	4/10/2025	7/17/2025
Nov-2025	3	9/24/2025	9/17/2025	7/29/2025	9/17/2025	9/17/2025	9/17/2025	6/13/2025	9/3/2025	5/13/2025	8/19/2025
Dec-2025	3	10/22/2025	10/15/2025	8/26/2025	10/15/2025	10/15/2025	10/15/2025	7/11/2025	10/1/2025	6/10/2025	9/16/2025
Total	170

3. Additional Delivery Requirements - Import

Customer will be the “ importer of record ” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism ( C-TPAT ), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html



SWA-PA-03729-BFE1		SA-7
	BOEING PROPRIETARY	Page 4



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

SWA-PA-03729-LA-1400371

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235


Subject:	737-8 Aircraft ***


Reference:	Purchase Agreement No. PA-03729 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737-8 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.

Boeing agrees to provide Customer with ***

1. Assignment .

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part.

2. Confidential Treatment .

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.



SWA‑PA‑03729‑LA‑1400371
737-8 ***		LA Page 1
	BOEING PROPRIETARY

Very truly yours,



THE BOEING COMPANY

By	/s/ Kyle Kersavage
Its	Attorney‑In‑Fact

ACCEPTED AND AGREED TO this

Date:	August 25, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	SVP, Finance



SWA‑PA‑03729‑LA‑1400371
737-8 ***		LA Page 2
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 1

MODEL 737-8 ***

FOR Southwest Airlines Co.



SECTION	CONTENTS
1	***
2	***
3	***
4	***
5	***
6	***



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 2


1	***


2	***



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 3



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 4



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 5



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 6



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 7



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 8



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 9



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 10



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 11


3	***


4	***



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 12


5	***



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



Attachment to Letter Agreement
No. LA-1400371
LEAP-1B28 Enginges
Page 13


6	***



P.A. No 03729
AERO-B-BBA4-M13-1194C		SS15-0540
	BOEING PROPRIETARY



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

SWA-PA-03729-LA- 1500831

Southwest Airlines Co.

2702 Love Field Drive

Dallas, Texas 75235



Attention:	Jon Stephens , Director - Fleet Transactions

Subject:	***

Reference:	A)	Purchase Agreement No . PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest A i rlines Co . (Customer) relating to Model 737-8 aircraft (Aircraft)

	B)	Master Change Proposal No . 4435E484D80 ***


			provided under
		correspondence letter no . 6-1131-CMM-LL0-16872, dated March
		20, 2015 (Activation MC)

1. ***

2. ***

3. Effectivity of the Activation MC.

Notwithstanding the aircraft effectivity set forth in the Activation MC, upon written Customer request on or before January 1, 2016, Boeing will ***



		March 20, 2015
		LA Page 1
	BOEING PROPRIETARY


4.	Assignment.

Unless otherwise noted herein, ***

described in this Letter Agreement is provided *** to

Customer and in consideration of Customer's ***

becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


5.	Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. ***

This Letter Agreement is contingent upon the concurrent acceptance of the Activation MC. Please sign and return this offer on or before March 23, 2015, the date on which this offer will otherwise expire.

Very truly yours,



THE BOEING COMPANY

By	/s/ Jon W. Lewis
Its	Attorney‑In‑Fact

ACCEPTED AND AGREED TO this

Date:	March 23, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Jon Stephens

Its	Director Fleet Transactions



SWA-PA-03729-LA-1500831		March 20, 2015
***		LA Page 2
	BOEING PROPRIETARY



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A007-NEW (11/4/2011)			4Q16 External Fcst
Engine Model/Thrust:	CFMLEAP- 1B28B1	28,800 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) Estimate:		***

Non-Refundable Deposit/Aircraft at Def Agreemt:		***



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
Jul-2019	2	***	***		***	***	***	***	***
Sep-2019	1	***	***		***	***	***	***	***
Oct-2019	2	***	***		***	***	***	***	***
Apr-2020	1	***	***		***	***	***	***	***
Jun-2020	1	***	***		***	***	***	***	***
Jul-2020	2	***	***		***	***	***	***	***
Aug-2020	2	***	***		***	***	***	***	***
Sep-2020	2	***	***		***	***	***	***	***
Jan-2021	1	***	***	D	***	***	***	***	***
Jan-2021	1	***	***		***	***	***	***	***
Feb-2021	1	***	***	D	***	***	***	***	***
Mar-2021	1	***	***		***	***	***	***	***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 1



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	2	***	***		***	***	***	***	***
Oct-2021	1	***	***	D	***	***	***	***	***
Oct-2021	2	***	***		***	***	***	***	***
Nov-2021	1	***	***	D	***	***	***	***	***
Dec-2021	1	***	***		***	***	***	***	***
Jan-2022	1	***	***	D	***	***	***	***	***
Jan-2022	2	***	***		***	***	***	***	***
Feb-2022	1	***	***	D	***	***	***	***	***
Feb-2022	2	***	***		***	***	***	***	***
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	***	***	***	***	***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 2



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***	***	***	***
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	***	***	***	***	***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 3



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***		***	***	***	***	***
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	***	***	***	***	***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 4



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	***	***		***	***	***	***	***
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	***	***		***	***	***	***	***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 5



	Attachment 1 To
	Letter Agreement No. LA 1106474
	Option Aircraft Delivery, Description, Price and Advance Payments



Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date*	Number of Aircraft	Escalation Factor (Airframe)	Option Exercise Date Deadline	Aircraft Block	Escalation Estimate Adv Payment Base Price Per A/P	At Signing ***	24 Mos. ***	21/18/12/9/6 Mos. ***	Total ***
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	2	***	***		***	***	***	***	***

Total: 195

* ***



		SA-7
SWA-PA-03729-LA1106474 106097-1O .TXT	Boeing Proprietary	Page 6



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

SWA‑PA‑03729‑LA‑1106463R2

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235-1611


Subject:	Open Matters


Reference:	Purchase Agreement No. PA‑03729 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737‑8 and 737-7 aircraft ( Aircraft )

Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the Aircraft program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the Aircraft program develops as follows:

1. Aircraft Delivery Schedule .

***

1.2 Customer and Boeing will consult on a frequent basis to keep each other informed as to Customer’s fleet plans and Boeing’s production plans in order to meet the requirements of both parties. Based on such review and discussions, Boeing will use its best commercially reasonable efforts to meet Customer’s fleet needs.



SWA‑PA‑03729‑LA‑1106463R2		SA-7
Open Matters		Page 1
	Boeing Proprietary

2. Aircraft Configuration .

2.1 Reserved .

2.2 Model 737-7 . The initial configuration of Customer's Model 737-7 Aircraft has not been defined. ***



SWA‑PA‑03729‑LA‑1106463R2		SA-7
Open Matters		Page 2
	Boeing Proprietary

3. Other Letter Agreements .

Boeing and Customer acknowledge that as they work together to develop the Aircraft program and as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute additional letter agreements or amend letter agreements addressing one or more of the following:

3.1 Software . Additional provisions relating to software and software loading.

3.2 Seller Purchased Equipment ( SPE ) and/or In-Flight Entertainment ( IFE ) . Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.

3.3 Buyer Furnished Equipment ( BFE ) for 737-7 . Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.

4. Confidentiality .



SWA‑PA‑03729‑LA‑1106463R2		SA-7
Open Matters		Page 3
	Boeing Proprietary

Very truly yours,



THE BOEING COMPANY

By	/s/ Kyle Kersavage
Its	Attorney‑In‑Fact

ACCEPTED AND AGREED TO this

Date:	August 25, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	SVP, Finance



SWA‑PA‑03729‑LA‑1106463R2		SA-7
Open Matters		Page 4
	Boeing Proprietary



		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

29 September 2017

6-1162-KLK-0059 R3

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235-1611

Subject: ***

References:

(a) Purchase Agreement No. 03729 ( MAX Purchase Agreement ) between The Boeing Company ( Boeing ) and Southwest Airlines Co. ( Customer ) relating to Model 737-8 and 737-7 ( MAX Aircraft)

(b) Purchase Agreement No. PA-1810 ( NG Purchase Agreement, and together with the MAX Purchase Agreement, the Purchase Agreement ) between Boeing and Customer relating to Model 737-7H4 and 737-8H4 aircraft ( NG Aircraft, and together with the MAX Aircraft, the Aircraft )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreements. All terms used but not defined in this Letter Agreement shall have the same meaning as in the respective referenced Purchase Agreements.

1. ***

2. ***




	BOEING PROPRIETARY

3. Confidentiality

Regards,



THE BOEING COMPANY

/s/ Kyle Kersavage


Kyle Kersavage
Regional Director
Boeing Commercial Airplanes, Contracts

ACCEPTED AND AGREED TO this

Date:	September 29, 2017

SOUTHWEST AIRLINES CO.

By	/s/ Chris Monroe
	Chris Monroe
Its	SVP, Finance



Letter Agreement No. 6-1162-KLK-0059R2
***		Page 2
	BOEING PROPRIETARY

Attachment A To

Letter Agreement No. 6-1162-KLK-0059R1

***



Table 1

***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
		***



	Table 2

***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
	***	***



Letter Agreement No. 6-1162-KLK-0059R2
***		Page 3
	BOEING PROPRIETARY

AMENDED AND RESTATED

SOUTHWEST AIRLINES CO.

2005 EXCESS BENEFIT PLAN

(as amended and restated, effective as of January 1, 2018)

AMENDED AND RESTATED

SOUTHWEST AIRLINES CO.

2005 EXCESS BENEFIT PLAN

(as amended and restated, effective as of January 1, 2018)



	Table of Contents	Page

ARTICLE I	DEFINITIONS	1
ARTICLE II	ELIGIBILITY	4
ARTICLE III	CREDITS TO ACCOUNT	4
ARTICLE IV	ENTITLEMENT TO BENEFITS	5
ARTICLE V	PAYMENT OF BENEFITS.	6
ARTICLE VI	IN-SERVICE WITHDRAWALS AND LOANS	8
ARTICLE VII	ADMINISTRATION OF THE PLAN	9
ARTICLE VIII	CLAIMS REVIEW PROCEDURE	10
ARTICLE IX	LIMITATION OF RIGHTS	11
ARTICLE X	LIMITATION OF ASSIGNMENT AND PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE	12
ARTICLE XI	AMENDMENT TO OR TERMINATION OF THE PLAN	12
ARTICLE XII	STATUS OF PARTICIPANT AS UNSECURED CREDITOR	13
ARTICLE XIII	GENERAL AND MISCELLANEOUS	13

AMENDED AND RESTATED

SOUTHWEST AIRLINES CO.

2005 EXCESS BENEFIT PLAN

(as amended and restated, effective as of January 1, 2018)

PREAMBLE

WHEREAS , Southwest Airlines Co., a corporation formed under the laws of the State of Texas, previously established the Southwest Airlines Co. 2005 Excess Benefit Plan, as amended and restated effective as of March 1, 2016, an excess benefit plan for the exclusive benefit of a select group of highly compensated employees of Southwest Airlines Co., to restore retirement benefits decreased due to limitations imposed by Section 415 of the Internal Revenue Code of 1986; and

WHEREAS , such plan has been designed to comply with Section 409A of the Internal Revenue Code and the provisions of the final regulations promulgated pursuant to Section 409A of the Internal Revenue Code, as well as other Department of Treasury and Internal Revenue Service guidance; and

WHEREAS , Southwest Airlines Co. now desires to amend and restate the plan, in its entirety, effective as of January 1, 2018 to incorporate changes negotiated with the Southwest Airlines Pilots’ Association through collective bargaining; and

WHEREAS , Southwest Airlines Co. intends that any Participant or Beneficiary under such plan shall have the status of an unsecured general creditor with respect to such plan and any Trust Fund;

NOW, THEREFORE , the 2005 Excess Benefit Plan is hereby amended and restated in its entirety, effective as of January 1, 2018, as follows:

ARTICLE I

DEFINITIONS

1.1 “Account” shall mean the record maintained by the Committee showing the monetary value of the individual interest in the Plan of each Participant or Beneficiary. The term “Account” shall refer only to a bookkeeping entry and shall not be construed to require the segregation of assets on behalf of any Participant or Beneficiary.

1.2 “Affiliate” means each entity that would be considered a single employer with the Company under Section 414(b) or Section 414(c) of the Code, except that the phrase “at least 50%” shall be substituted for the phrase “at least 80%” as used therein.

1.3 “Aggregated Plan” means all agreements, methods, programs and other arrangements that are aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations.

1.4 “Beneficiary” means the person or trust each Participant designates on a beneficiary designation form authorized and provided by the Committee (subject to the spousal consent requirements below) to receive the benefits payable under the Plan upon or after the Participant’s death. The Participant may change the Beneficiary so designated (subject to the spousal consent requirements set forth below) at any time or from time to time during his or her life by signing and filing a new beneficiary designation form with the Committee. The following rules apply:

(a) Unless the Participant elects otherwise under this Section 1.4, the Participant’s Beneficiary under the Plan is the Participant’s beneficiary under the ProfitSharing Plan. If a Participant makes a Beneficiary designation for this Plan, then payment of his or her benefits under the Plan will be payable in accordance with the provisions of this Section 1.4, without regard to any beneficiary designations under the ProfitSharing Plan.

(b) If a Participant is married, he or she may designate a Beneficiary other than his or her Spouse if (1) his or her Spouse consents to such designation in the manner the Committee prescribes, the consent acknowledges the effect of such designation and the designation is witnessed by a notary public; or (2) it is established to the satisfaction of the Committee that there is sufficient reason why the consent may not be obtained. Despite the foregoing, any designation by a Participant of the Participant’s Spouse as Beneficiary will be void if the Participant and such prior Spouse divorce, as long as the Committee receives notice in a form acceptable to the Committee of such divorce before payment has been made in accordance with the existing designation or designations on file with the Committee. If a Beneficiary designation is void because of divorce, then the amount that would have been distributed to the Participant’s former Spouse will instead be distributed to the Participant’s alternate Beneficiary (if any), or, if the Participant hasn’t designated an alternate Beneficiary, as required by Section 1.4(c).

(c) If a Participant’s designation is legally ineffective for any reason, or if no Beneficiary survives to the date payment is due, then any amount to which such Participant or Beneficiary is entitled will be paid to his or her estate. For purposes of this Plan, the production of a certified copy of the death certificate of any Participant or other person is sufficient evidence of death, and the Committee will be fully protected in relying on it. In the absence of such proof, the Committee may rely upon whatever other evidence of death it considers necessary or advisable.

1.5 “Board” shall mean the Board of Directors of the Company.

1.6 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

1.7 “Committee” shall mean the committee designated by the Board to administer the Plan; provided that day-to-day administration of the Plan may be handled by an appropriate department of the Company or third-party administrator.

1.8 “Company” shall mean Southwest Airlines Co., or its successor or successors.

1.9 “Deferral Amount” shall mean that percentage of a Participant’s Excess Amount with respect to which such Participant has made a deferral election, as provided in Section 3.1 hereof.

1.10 “Excess Amount” shall mean, for a particular Plan Year, the amount by which the allocation(s) of a Participant under the Retirement Plans that are attributable to such Plan Year are reduced by reason of the application of the limitations set forth in Section 415 of the Code.

1.11 “Mandatory Retirement Age” shall, with respect to each Southwest Airlines Co. pilot, mean the mandatory retirement age for commercial airline pilots, if any, imposed by the Federal Aviation Administration or applicable law.

1.12 “Participant” shall mean an employee of the Company who has met the eligibility requirements for participation in this Plan, as set forth in Article II hereof, and who has made a deferral election under the Plan, as provided in Section 3.1 hereof.

1.13 “Plan” shall mean the Amended and Restated Southwest Airlines Co. 2005 Excess Benefit Plan, as set forth in this document.

1.14 “Plan Year” shall mean the annual period beginning on January 1 and ending on December 31, both dates inclusive of each year.

1.15 “Prior Plan” shall mean the Southwest Airlines Co. 2005 Excess Benefit Plan, as amended and restated effective January 1, 2008, and the Southwest Airlines Co. 2005 Excess Benefit Plan, effective for Plan Years commencing on and after January 1, 2004.

1.16 “Retirement Plans” shall mean the Southwest Airlines Co. ProfitSharing Plan (the “ProfitSharing Plan”), the Southwest Airlines Co. 401(k) Plan, and the Southwest Airlines Co. Pilots Retirement Savings Plan, each as amended from time to time.

1.17 “Separation from Service” shall mean a reasonably anticipated permanent reduction in the level of bona fide services performed by the Participant for the Company and all Affiliates to 20% or less of the average level of bona fide services performed by the Participant for the Company and all Affiliates (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) months (or the full period of service to the Company and all Affiliates if less than thirty-six (36) months). The determination of whether a Separation from Service has occurred shall be made by the Committee in accordance with the provisions of Section 409A of the Code.

1.18 “Specified Employee” shall mean a key employee, as defined in Section 416(i) of the Code, without regard to paragraph (5) thereof, of the Company, as contemplated in Section 409A of the Code.

1.19 “Spouse” shall mean a person who qualifies as the Participant’s spouse for purposes of federal tax law.

1.20 “Trust Agreement” shall mean any agreement, and its amendments, between the Company and the Trustee to carry out the Plan’s provisions.

1.21 “Trustee” shall mean the designated trustee acting at any time under the Trust Agreement.

1.22 “Trust Fund” shall mean the cash and other properties held and administered by the Trustee in accordance with the Trust Agreement.

1.23 “Valuation Date” shall mean each business day on which the financial markets are open for trading activity, or such other dates as shall be established by the Committee.

ARTICLE II

ELIGIBILITY

Prior to the end of each Plan Year, the Committee shall, in a timely manner, notify those individuals whom it has determined may have an Excess Amount for the following Plan Year (an “Eligible Plan Year”)

that equals or exceeds $1,000, which individuals shall constitute a select group of highly compensated employees of the Company. Such individuals may elect to participate hereunder with respect to an Eligible Plan Year, in the manner prescribed by the Committee. The determination as to the eligibility of any individual to participate in the Plan or to continue to participate shall be in the sole and absolute discretion of the Committee, whose decision in that regard shall be conclusive and binding for all purposes hereunder. Participants may only begin participating in the Plan on the first day of the Plan Year.

ARTICLE III

CREDITS TO ACCOUNT

3.1 Effective January 1, 2005, and continuing for each Plan Year thereafter, each eligible individual may irrevocably elect to defer a whole percentage of his Deferral Amount for the Plan Year. This election must be made in the manner the Committee prescribes, by December 31 before the Plan Year to which it relates-or such earlier date as the Committee may establish and communicate to eligible individuals-and may not exceed the maximum amount the Committee establishes. Each deferral election with respect to an Eligible Plan Year shall be contingent on a minimum Excess Amount of $1,000 and such deferral election shall not be effective if the Participant’s Excess Amount for that Eligible Plan Year is less than $1,000. Subject to the preceding sentence, a Participant’s deferral election under this Section 3.1 will be effective for all subsequent Eligible Plan Years for which such Participant is eligible to make a deferral election, unless before the beginning of an Eligible Plan Year, the Participant affirmatively changes such election in the manner prescribed by the Committee.

3.2 As soon as practicable after the date when the Company funds its contribution, if any, for an Eligible Plan Year to the ProfitSharing Plan, the Company will credit a Participant’s Deferral Amount, if any, that is attributable to contributions that would have been made to the ProfitSharing Plan, but for the limitations of Code Section 415, to the Account of such Participant. Despite the preceding sentence, if such Participant is not actively employed on the date when such ProfitSharing contribution is funded or if the Participant’s Excess Amount for such Eligible Plan Year is less than $1,000, such Excess Amount will be paid to the Participant in a cash lump sum during the calendar year immediately after the Eligible Plan Year. Further, as soon as practicable after the date when the Company would have funded any contribution to the Southwest Airlines Co. Pilots Retirement Savings Plan for Non-Elective Contributions (as defined under such plan), of $1,000 or more, but for the limitations of Code Section 415, the Company will credit a Participant’s Deferral Amount, attributable to such missed Non-Elective Contributions, to the Account of such Participant.

3.3 As of each Valuation Date, the Committee shall credit to each Participant’s Account the deemed income or losses attributable thereto, as provided in Section 3.4 below, as well as any other credits to or charges against such Account, including such Participant’s pro rata portion of Plan administrative expenses. All payments from an Account between Valuation Dates shall be charged against the Account as of the preceding Valuation Date.

3.4 Each Participant, prior to initial participation in the Plan, may, in the manner prescribed by the Committee, designate the manner in which amounts credited to such Participant’s Account, as provided above, shall be deemed to be invested among the various options designated by the Committee for this purpose; provided however, that any such designation in effect under the Prior Plan on December 31, 2004 shall automatically carry over and apply to this Plan effective January 1, 2005 until changed by the Participant. A Participant may change the investment designation as of any Valuation Date solely with respect to amounts credited to such Participant’s Account after the date of such change, which change shall be effected by filing an election with the Committee, in the manner prescribed by the Committee, within the period of time prior to such Valuation Date established by the Committee. The Participant must designate, in such minimum

percentages or amounts as may be prescribed by the Committee, that portion of the amount to be credited to the Account of such Participant that is to be allocated to each investment option offered hereunder. In the absence of any such investment designation, amounts credited to a Participant’s Account shall be deemed to be invested in such property as the Committee, in its sole and absolute discretion, shall determine. In no event may any Participant designate the investment of amounts credited to an Account in stock or other securities of the Company. The Committee may, but shall not be obligated to, invest amounts credited to a Participant’s Account in accordance with the investment designations of such Participant; nevertheless, the Account of such Participant shall be credited with the amount of income, gains and losses attributable thereto, as if the amounts credited to such Account had been so invested. The Committee shall be authorized at any time and from time to time to modify, alter, delete or add to the investment options hereunder. In the event a modification occurs, the Committee shall, prior to the effective date of such change, notify those Participants whom the Committee, in its sole and absolute discretion, determines are affected by the change. The Committee shall not be obligated to substitute options with similar investment criteria for existing options, nor shall it be obligated to continue the types of investment options presently available to the Participants.

ARTICLE IV

ENTITLEMENT TO BENEFITS

Except as otherwise provided herein, each Participant (or, in the case of death, the Beneficiary of such Participant) shall be entitled to receive benefits hereunder upon (i) such Participant’s Separation from Service, (ii) such Participant’s attainment of Mandatory Retirement Age, (iii) such Participant’s death, or (iv) the occurrence of an unforeseeable emergency (subject to the Committee’s approval of a request pursuant to Article VI below). The time and form of the payment of benefits to a Participant in the event of Separation from Service, attainment of Mandatory Retirement Age, or death will be in accordance with the provisions of Article V below. Any payment of benefits to a Participant upon the occurrence of an unforeseeable emergency will be in accordance with the provisions of Article VI below.

Each Participant or, in the case of the death of a Participant, the Beneficiary of such Participant shall be entitled to the entire value of all amounts credited to such Participant’s Account, as of the Valuation Date coincident with the date of distribution hereunder.

ARTICLE V

PAYMENT OF BENEFITS.

5.1 Time of Payment . A Participant may elect to receive or commence receiving payment of his or her Account at one of the following times:

(a) during the calendar year in which the Participant’s Separation from Service occurs;

(b) during the calendar year following the calendar year in which the Participant’s Separation from Service occurs;

(c) during the calendar year in which the Participant attains Mandatory Retirement Age if Mandatory Retirement Age occurs earlier than the Participant’s Separation from Service and, if not, during the calendar year in which the Participant’s Separation from Service occurs; or

(d) during the calendar year following the calendar year in which the Participant attains Mandatory Retirement Age if Mandatory Retirement Age occurs earlier than the Participant’s

Separation from Service and, if not, during the calendar year following the calendar year in which the Participant’s Separation from Service occurs.

Notwithstanding a Participant’s election, if a Participant has elected to receive payment based on a Separation from Service and such Participant is a Specified Employee at the time of his or her Separation from Service, such Participant’s distribution will be delayed until the date that is six months following his or her Separation from Service, to the extent required by Section 409A of the Code. In addition, despite a Participant’s election to the contrary, in the event of a Participant’s death, payment will be made by December 31 of the first calendar year after the calendar year of the Participant’s death.

5.2 Form of Payment . A Participant may elect to receive payment of his or her Account in either a lump sum in cash or in substantially equal annual cash installments over a period certain not exceeding five (5) years. In the event a Participant who has elected to receive cash installments is subject to a six-month delay in accordance with Section 5.1 above, such Participant’s first payment will include all installment payments that would otherwise have become due during the period of delay. If a Participant elects to receive installment payments, the Committee shall continue to credit the unpaid balance of the Participant’s Account with the deemed income and losses attributable thereto, in accordance with the provisions of Section 3.4 above, as well as with any other credits to or charges against the unpaid balance of such Account, during the period for which installment payments are made. Notwithstanding a Participant’s election, (i) in the event of the Participant’s death, payment will be made in a lump sum in cash; and (ii) a Participant who has elected installment payments will receive a lump sum distribution in cash when the value of the Participant’s Account is $25,000 or less.

5.3 Timing of Elections as to Time and Form of Payment . A Participant must elect the time and form of payment of his or her Account prior to the beginning of the Plan Year with respect to which the Participant first makes his or her initial deferral election under the Plan. Such election must be made in the manner prescribed by the Committee. Such election will be irrevocable and will apply to the Participant’s entire Account balance; provided, however, that prior to January 1, 2009, each Participant will be provided the opportunity to make a new, single election as to the time and form of payment of all amounts previously credited to his or her Account, as well as amounts yet to be deferred and credited (the “2009 Election”); and provided further, however, that a 2009 Election may not delay any payments a Participant would otherwise have received during the 2008 calendar year and may not accelerate into 2008 any payments a Participant would not have otherwise received in 2008.

5.4 Default Elections . If a new Participant in the Plan fails to elect a time or form of payment in accordance with the requirements of Sections 5.1 through 5.3 above, the Participant (or, if applicable, the Participant’s Beneficiary) will automatically receive his or her payment in a lump sum in cash during the calendar year following the calendar year in which the Participant’s Separation from Service occurs or, in the event of the Participant’s death, during the calendar year of the Participant’s death or, if later, within the ninety (90) day period following the Participant’s death. If a Participant who has made an election under the Prior Plan fails to make a 2009 Election, such Participant’s prior election will continue to apply with respect to the following: (i) whether payment will be triggered based on his or her Separation from Service or attainment of Mandatory Retirement Age; (ii) whether payment will be made or commence during the calendar year of or following his or her Separation from Service or attainment of Mandatory Retirement Age, as applicable; and (iii) whether payment will be made in a lump sum or in installments; however, all other provisions of this Plan that govern time and form of payment will apply to such prior election, and any reference to

“termination of employment” in a Participant’s prior election shall be deemed to mean Separation from Service.

5.5 Change in Time of Payments . Notwithstanding any provision of this Article V to the contrary, the benefits payable hereunder may, to the extent expressly provided in this Section 5.5, be paid prior to or later than the date on which they would otherwise be paid to the Participant.

(a) Distribution in the Event of Income Inclusion Under Code Section 409A . If any portion of a Participant’s Account is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of his or her Account required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A, or (ii) the balance of the Participant’s Account.

(b) Distribution Necessary to Satisfy Applicable Tax Withholding . If the Company is required to withhold amounts to pay the Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to amounts that are or will be paid to the Participant under the Plan before they otherwise would be paid, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the amount in the Participant’s Account or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

(c) Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law . In the event the Company reasonably anticipates that the payment of benefits as specified hereunder would violate Federal securities laws or other applicable law, the Committee may delay the payment under this Article V until the earliest date at which the Company reasonably anticipates that the making of such payment would not cause such violation.

(d) Delay for Insolvency or Compelling Business Reasons. In the event the Company determines that the making of any payment of benefits on the date specified hereunder would jeopardize the ability of the Company to continue as a going concern, the Committee may delay the payment of benefits under this Article V until the first calendar year in which the Company notifies the Committee that the payment of benefits would not have such effect.

(e) Administrative Delay in Payment . The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Article V; provided that, in the case of administrative necessity, the payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15 ^th day of the third calendar month following the date on which payment would otherwise be made. Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s Beneficiary), it is not administratively practicable for the Committee to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be

delayed until the first calendar year in which calculation of the amount is administratively practicable.

(f) No Participant Election . Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

ARTICLE VI

IN-SERVICE WITHDRAWALS AND LOANS

6.1 In the event of an unforeseeable emergency, a Participant may make a request to the Committee for a withdrawal from his or her Account. For purposes of this Section, the term “unforeseeable emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, or a dependent (as defined in Section 152(a) of the Code, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code) of the Participant, loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, as in the case of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Any determination of the existence of an unforeseeable emergency and the amount to be withdrawn on account thereof shall be made by the Committee, in its sole and absolute discretion. However, the amount to be withdrawn on account of an unforeseeable emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under this Plan. In no event shall the need to send a Participant’s child to college or the desire to purchase a home be deemed to constitute an unforeseeable emergency. No member of the Committee shall vote or decide upon any matter relating to the determination of the existence of such member’s own financial hardship. A request for a withdrawal on account of an unforeseeable emergency must be made in the manner prescribed by the Committee, and must be expressed as a specific dollar amount. All hardship withdrawals shall be paid in a lump sum in cash.

6.2 Withdrawals shall be charged pro rata to the individual investment options in which amounts credited to a Participant’s Account are deemed to be invested, pursuant to such Participant’s designation under Section 3.4 hereof.

6.3 In no event may a Participant receive a loan of any portion of his benefit hereunder.

ARTICLE VII

ADMINISTRATION OF THE PLAN

7.1 The Committee may establish a Trust Fund to hold Company assets to invest and pay benefits in accordance with the Plan’s terms and those of the Trust Agreement. Any benefits not paid from a Trust will be paid from the Company’s general assets. Any Trust Fund will be subject to the claims of the Company’s general creditors if the Company becomes Insolvent (as such term is defined in the Trust Agreement).

7.2 The Plan shall be administered by the Committee. The members of the Committee shall not receive compensation with respect to their services for the Committee. The members of the Committee shall

serve without bond or security for the performance of their duties hereunder unless applicable law makes the furnishing of such bond or security mandatory or unless required by the Company. Any member of the Committee may resign by delivering a written resignation to the Company and to the other members of the Committee.

7.3 The Committee shall perform any act that the Plan authorizes expressed by a vote at a meeting or in a writing signed by a majority of its members without a meeting. The Committee may, by a writing signed by a majority of its members, appoint any member of the Committee to act on behalf of the Committee. Any person who is a member of the Committee shall not vote or decide upon any matter relating solely to such member or vote in any case in which the individual right or claim of such member to any benefit under the Plan is particularly involved. If, in any matter or case in which a person is so disqualified to act, the remaining persons constituting the Committee cannot resolve such matter or case, the Board will appoint a temporary substitute to exercise all the powers of the disqualified person concerning the matter or case in which such person is disqualified.

7.4 The Committee may designate in writing other persons to carry out its responsibilities under the Plan, and may remove any person designated to carry out its responsibilities under the Plan by notice in writing to that person. The Committee may employ persons to render advice with regard to any of its responsibilities. All usual and reasonable expenses of the Committee shall be paid by the Company. The Company shall indemnify and hold harmless each member of the Committee from and against any and all claims and expenses (including, without limitation, attorneys’ fees and related costs), in connection with the performance by such member of duties in that capacity, other than any of the foregoing arising in connection with the willful neglect or willful misconduct of the person so acting.

7.5 The Committee shall establish rules and procedures, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business. The Committee shall determine the eligibility of any individual to participate in the Plan, shall interpret the Plan in its sole and absolute discretion, and shall determine all questions arising in the administration, interpretation and application of the Plan. All determinations of the Committee shall be conclusive and binding on all employees, Participants and Beneficiaries, subject to the provisions of this Plan and applicable law.

7.6 Any action to be taken hereunder by the Company shall be taken by resolution adopted by the Board or by a committee thereof; provided, however, that by resolution, the Board or a committee thereof may delegate to any officer of the Company the authority to take any such actions hereunder, other than the power to amend or terminate the Plan.

ARTICLE VIII

CLAIMS REVIEW PROCEDURE

8.1 In the event that a Participant or Beneficiary (the “Claimant”) is denied a claim for benefits under this Plan, the Committee will, within a reasonable period of time, but not later than ninety (90) days after its receipt of the claim, provide the Claimant a written statement, which shall be delivered or mailed to the Claimant by certified or registered mail to his or her last known address, and which will contain the following:

(a) the specific reason or reasons for the denial of benefits;

(b) a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c) a description of any additional material or information that is necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the review procedures and the time limits applicable to such procedures, as provided below, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

In the event that the Committee determines that an extension is necessary due to matters beyond the control of the Plan, the Committee will provide the Claimant with the written statement described above not later than one hundred eighty (180) days after receipt of the Claimant’s claim, but, in that event, the Committee will furnish the Claimant, within ninety (90) days after its receipt of the claim, written notification of the extension explaining the special circumstances requiring the extension and the date by which the Committee expects to render a decision.

8.2 Within sixty (60) days after receipt of a notice of a denial of benefits as provided above, if the Claimant disagrees with the denial of benefits, the Claimant or his or her authorized representative may request, in writing, that the Committee review the Claimant’s claim and may request to appear before the Committee for the review. The Claimant will be given the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. The Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits, as provided in Department of Labor regulations. In conducting its review, the Committee will consider all comments, documents, records, and other information relating to the claim submitted by the Claimant or his or her authorized representative, whether or not such information was submitted or considered in the initial benefit determination.

8.3 Within a reasonable period of time, but not later than sixty (60) days after receipt by the Committee of a written application for review of the Claimant’s claim, the Committee will notify the Claimant of its decision on review by delivery or by certified or registered mail to the Claimant’s last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Committee will so notify the Claimant of its decision not later than one hundred twenty (120) days after receipt of such application, but, in that event, the Committee will furnish the Claimant, within sixty (60) days after its receipt of such application, written notification of the extension explaining the special circumstances requiring the extension and the date that it is anticipated that its decision will be furnished. The decision of the Committee will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the Claimant and will contain reference to all relevant Plan provisions on which the decision was based, as well as a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits, and a statement of the Claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974. The decision of the Committee will be final and conclusive.

ARCITLE IX

LIMITATION OF RIGHTS

The establishment of this Plan shall not be construed as giving to any Participant, employee of the Company or any person whomsoever, any legal, equitable or other rights against the Company, or its officers, directors, agents or shareholders, or as giving to any Participant or Beneficiary any equity or other interest in the assets or business of the Company or shares of Company stock or as giving any employee the right to be retained in the employment of the Company. All employees of the Company and Participants shall be

subject to discharge to the same extent they would have been if this Plan had never been adopted. The rights of a Participant hereunder shall be solely those of an unsecured general creditor of the Company.

ARCITLE X

LIMITATION OF ASSIGNMENT AND PAYMENTS TO

LEGALLY INCOMPETENT DISTRIBUTEE

10.1 No benefits which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of the same shall be void. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for or against any person, except to the extent required by law.

10.2 Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined by the Committee, on the basis of qualified medical advice, to be incompetent, the Committee need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of the minor or incompetent, or to cause the same to be paid to the minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of the minor or incompetent, if one has been appointed, or to cause the same to be used for the benefit of the minor or incompetent.

ARTICLE XI

AMENDMENT TO OR TERMINATION OF THE PLAN

11.1 Amendment and Termination . The Company reserves the right at any time to amend or terminate the Plan in whole or in part by resolution of the Board. No amendment shall have the effect of retroactively changing or depriving Participants or Beneficiaries of rights already accrued under the Plan.

11.2 Effect of Termination . If the Plan is terminated, all deferrals shall thereupon cease, but deemed income or losses shall continue to be credited to the Deferral Accounts in accordance with Section 3.3 hereof. Notwithstanding the foregoing, to the extent provided by the Company, the Plan may be liquidated following a termination under any of the following circumstances:

(a) the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Company taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) the termination and liquidation of the Plan pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or the twelve (12) months following a change of control within the meaning of Section 409A of the Code; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced such change of control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve

(12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate this Plan and such other Aggregated Plans;

(c) the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Company’s financial health; (2) the Company terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Company irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Company does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Company irrevocably takes all action necessary to terminate and liquidate the Plan.

ARTICLE XII

STATUS OF PARTICIPANT AS UNSECURED CREDITOR

All benefits under the Plan are unsecured Company obligations and, except for any assets that may be placed in a Trust Fund for this Plan, no assets will be placed in trust or otherwise segregated from the Company’s general assets for the Plan’s payment obligations. If any person acquires a right to receive payments from the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.

ARTICLE VIII

GENERAL AND MISCELLANEOUS

13.1 Severability . In the event that any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

13.2 Construction . The Section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular.

13.3 Governing Law . The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of Texas unless superseded by federal law.

13.4 No Requirement to Fund . The Company is not required to set aside any assets for payment of the benefits provided under this Plan; however, it may do so as provided in the Trust Agreement, if any. A Participant shall have no security interest in any such amounts. It is the Company’s intention that this Plan be construed as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees.

such person’s duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, willful misconduct, and/or criminal acts of such persons.

13.6 Taxes . All amounts credited and payable hereunder shall be reduced by any and all federal, state and local taxes imposed upon the Participant or a Beneficiary that are required to be paid or withheld by the Company.

13.7 USERRA . Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided to the extent necessary to comply with the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA).

SOUTHWEST AIRLINES CO.

DEFERRED COMPENSATION PLAN FOR

SENIOR LEADERSHIP AND NON-EMPLOYEE MEMBERS OF THE SOUTHWEST AIRLINES CO. BOARD OF DIRECTORS

(as amended and restated, effective as of January 1, 2018)

SOUTHWEST AIRLINES CO.

DEFERRED COMPENSATION PLAN FOR

SENIOR LEADERSHIP AND NON-EMPLOYEE MEMBERS OF THE SOUTHWEST AIRLINES CO. BOARD OF DIRECTORS

(as amended and restated, effective as of January 1, 2018)



Table of Contents	Page
ARTICLE I DEFINITIONS	1
ARTICLE II ELIGIBILITY	4
ARTICLE III CREDITS TO ACCOUNT	5
ARTICLE IV ENTITLEMENT TO BENEFITS	6
ARTICLE V PAYMENT OF BENEFITS	6
ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS	8
ARTICLE VII ADMINISTRATION OF THE PLAN	9
ARTICLE VIII CLAIMS REVIEW PROCEDURE	10
ARTICLE IX LIMITATION OF RIGHTS	11
ARTICLE X LIMITATION OF ASSIGNMENT AND PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE	11
ARTICLE XI AMENDMENT TO OR TERMINATION OF THE PLAN	12
ARTICLE XII STATUS OF PARTICIPANT AS UNSECURED CREDITOR	13
ARTICLE XIII GENERAL AND MISCELLANEOUS	13

SOUTHWEST AIRLINES CO.

DEFERRED COMPENSATION PLAN FOR

SENIOR LEADERSHIP AND NON-EMPLOYEE MEMBERS OF THE SOUTHWEST AIRLINES CO. BOARD OF DIRECTORS

(as amended and restated, effective as of January 1, 2018)

PREAMBLE

WHEREAS , Southwest Airlines Co., a corporation formed under the laws of the State of Texas, has previously adopted, effective as of March 1, 2016, the Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors, a deferred compensation plan for the exclusive benefit of (i) a select group of highly compensated employees of the Company and (ii) non-employee members of the Company’s Board of Directors (the “Non-Employee Directors”) to provide an additional means by which said employees and Non-Employee Directors may defer funds for their retirement; and

WHEREAS , Southwest Airlines Co. intends for such plan to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, as well as other related Department of Treasury and Internal Revenue Service guidance (“Section 409A”); and

WHEREAS , Southwest Airlines Co. desires to amend and restate the such plan, in its entirety, effective as of January 1, 2018 to (1) allow the Company to establish a rabbi trust to assist in funding any plan obligations; and (2) remove the requirements regarding minimum deferrals under the Southwest Airlines Co. 401(k) Plan as a condition of participation under such plan; and

WHEREAS , Southwest Airlines Co. intends that any participant or beneficiary under such plan shall have the status of an unsecured general creditor with respect to such plan and any Trust Fund;

NOW, THEREFORE , the Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors is hereby amended and restated in its entirety, effective as of January 1, 2018, as follows:

ARTICLE 1

DEFINITIONS

1.1 “Account” shall mean the record maintained by the Committee or its designee showing the monetary value of the individual interest in the Plan of each Participant or Beneficiary. The term “Account” shall refer only to a bookkeeping entry and shall not be construed to require the segregation of assets on behalf of any Participant or Beneficiary.

1.2 “Affiliate” shall mean each entity that would be considered a single employer with the Company under Section 414(b) or Section 414(c) of the Code, except that the phrase “at least 50%” shall be substituted for the phrase “at least 80%” as used therein.

1.3 “Aggregated Plan” shall mean all agreements, methods, programs and other arrangements that are aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations.

1.4 “Annual Compensation” shall mean (i) with respect to a Participant who is an employee of the Company, the total amounts paid by the Company to the employee as remuneration for personal services

rendered during each Plan Year, including any amounts not includable in the gross income of the employee pursuant to Sections 125 or 402(e)(3) of the Code or deferred by the employee under this Plan pursuant to Section 3.1 hereof, as well as expense allowances (to the extent includable in the gross income of the employee), but excluding expense reimbursements and nontaxable expense allowances, prizes and awards, contributions made by the Company under any other employee benefit plan or program it maintains, such as group insurance, retirement, hospitalization or like benefits, and amounts realized or recognized from qualified or nonqualified stock options or when restricted stock or property held by the employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; and (ii) with respect to a Participant who is a Non-Employee Director, the annual cash retainer fee(s) received by the Non-Employee Director during each Plan Year for service on the Board and its standing committees.

1.5 “Beneficiary” means the person or trust each Participant designates on a beneficiary designation form authorized and provided by the Committee (subject to the spousal consent requirements below) to receive the benefits payable under the Plan upon or after the Participant’s death. The Participant may change the Beneficiary so designated (subject to the spousal consent requirements set forth below) at any time or from time to time during his or her life by signing and filing a new beneficiary designation form with the Committee. The following rules apply:

(a) Unless an employee Participant in the Plan elects otherwise under this Section 1.5, the Participant’s Beneficiary under the Plan is the Participant’s beneficiary under the ProfitSharing Plan (this sentence does not apply to Non-Employee Directors who may not make an election under the ProfitSharing Plan). If a Participant makes a Beneficiary designation for this Plan, then payment of his or her benefits under the Plan will be payable in accordance with the provisions of this Section 1.5, without regard to any beneficiary designations under the ProfitSharing Plan.

(b) The Beneficiary for Participants who are a Non-Employee Directors is automatically the Participant’s Spouse (if applicable). If a Participant is married, he or she may designate a Beneficiary other than his or her Spouse if (1) his or her Spouse consents to such designation in the manner the Committee prescribes, the consent acknowledges the effect of such designation and the designation is witnessed by a notary public; or (2) it is established to the satisfaction of the Committee that there is sufficient reason why the consent may not be obtained. Despite the foregoing, any designation by a Participant of the Participant’s Spouse as Beneficiary will be void if the Participant and such prior Spouse divorce, as long as the Committee receives notice in a form acceptable to the Committee of such divorce before payment has been made in accordance with the existing designation or designations on file with the Committee. If a Beneficiary designation is void because of divorce, then the amount that would have been distributed to the Participant’s former Spouse will instead be distributed to the Participant’s alternate Beneficiary (if any), or, if the Participant hasn’t designated an alternate Beneficiary, as required by Section 1.5(c).

(c) If a Participant’s designation is legally ineffective for any reason, if a Non-Employee Director fails to designate a Beneficiary, or if no Beneficiary survives to the date payment is due, then any amount to which such Participant or Beneficiary is entitled will be paid to his or her estate. For purposes of this Plan, the production of a certified copy of the death certificate of any Participant or other person is sufficient evidence of death, and the Committee will be fully protected in relying on it. In the absence of such proof, the Committee may rely upon whatever other evidence of death it considers necessary or advisable.

1.6 “Board” shall mean the Board of Directors of the Company.

1.7 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

1.8 “Committee” shall mean the committee designated by the Board to administer the Plan; provided that day-to-day administration of the Plan may be handled by an appropriate department of the Company or third-party administrator.

1.9 “Company” shall have the meaning set forth in the Preamble to this Plan and shall also include any successor(s) of the Company.

1.10 “Non-Employee Director” shall have the meaning set forth in the Preamble to this Plan.

1.11 “401(k) Plan” shall mean the Southwest Airlines Co. 401(k) Plan, as amended from time to time.

1.12 “Participant” shall mean a Non-Employee Director or any employee of the Company who has been designated by the Committee as being eligible to participate in the Plan, in each case to the extent the individual has made a deferral election under the Plan, as provided in Section 3.1 hereof.

1.13 “Plan” shall mean the Southwest Airlines Co. Deferred Compensation Plan for Senior Leaders and Non-Employee Members of the Southwest Airlines Co. Board of Directors, as set forth in this document.

1.14 “Plan Year” shall mean the annual period beginning on January 1 and ending on December 31, both dates inclusive of each year.

1.15 “ProfitSharing Plan” shall mean the Southwest Airlines Co. ProfitSharing Plan, as amended from time to time.

1.16 “Separation from Service” shall mean (i) with respect to a Participant who is an employee of the Company, a reasonably anticipated permanent reduction in the level of bona fide services performed by the Participant for the Company and all Affiliates to 20% or less of the average level of bona fide services performed by the Participant for the Company and all Affiliates (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) months (or the full period of service to the Company and all Affiliates if less than thirty-six (36) months); and (ii) with respect to a Participant who is a Non-Employee Director, such time as the Non-Employee Director shall have ceased serving on the Board for any reason. The determination of whether a Separation from Service has occurred with respect to any Participant shall be made by the Committee in accordance with the provisions of Section 409A of the Code.

1.17 “Specified Employee” shall mean a key employee, as defined in Section 416(i) of the Code, without regard to paragraph (5) thereof, of the Company, as contemplated in Section 409A of the Code.

1.18 “Spouse” shall mean a person who qualifies as the Participant’s spouse for purposes of federal tax law.

1.19 “Trust Agreement” shall mean any agreement, and its amendments, between the Company and the Trustee to carry out the Plan’s provisions.

1.20 “Trustee” shall mean the designated trustee acting at any time under the Trust Agreement.

1.21 “Trust Fund” shall mean the cash and other properties held and administered by the Trustee in accordance with the Trust Agreement.

1.22 “Valuation Date” shall mean each business day on which the financial markets are open for trading activity, or such other dates as shall be established by the Committee.

ARTICLE II

ELIGIBILITY

Participation in the Plan for any Plan Year shall be made available to (i) Non-Employee Directors; and (ii) a select group of highly compensated employees who are part of the Company’s Senior Management Committee (or successor or similar group, as determined by the Committee in its sole discretion) and who are not eligible to participate in the Southwest Airlines Co. 2005 Deferred Compensation Plan for Pilots, as amended from time to time. The Committee shall, in a timely manner, notify those eligible employees whom it has determined to be eligible for participation in the Plan. Such eligible individuals and the Company’s Non-Employee Directors may elect to participate hereunder in the manner described in Section 3.1 below. The determination as to the eligibility of any employee to initially participate in the Plan or to continue as a Participant shall be in the sole and absolute discretion of the Committee, whose decision in that regard shall be conclusive and binding for all purposes hereunder. Participants may only begin participating in the Plan on the first day of the Plan Year.

ARCTICLE III

CREDITS TO ACCOUNT

3.1 A Participant may irrevocably elect to defer a whole percentage of his Annual Compensation otherwise payable for the Plan Year. This election must be made in the manner the Committee prescribes, by December 31 before the Plan Year to which it relates-or such earlier date as the Committee may establish and communicate to eligible individuals-and may not exceed the maximum amount the Committee establishes. A Participant’s deferral election under this Section 3.1 will be effective for all subsequent Plan Years for which such Participant is eligible to make a deferral election, unless before the beginning of a Plan Year, the Participant affirmatively changes such election in the manner prescribed by the Committee. Any amounts withheld, under this Section 3.1, from the Annual Compensation otherwise payable to a Participant will be credited to the Account of such Participant as soon as practicable after the date when such amounts would have otherwise been paid

3.2 As of each Valuation Date, the Committee shall credit to each Participant’s Account the deemed income or losses attributable thereto, as provided below, as well as any other credits to or charges against such Account, including such Participant’s pro rata portion of Plan administrative expenses. All payments from an Account between Valuation Dates shall be charged against the Account as of the preceding Valuation Date. Each Participant’s Account shall be credited with the amount of income, gains, and losses attributable thereto, as if the amounts credited to such Account had been invested in an investment fund or funds selected by the Committee. The Committee shall notify the Participants of the investment fund or funds selected to establish the rate of return hereunder. The Committee shall be authorized at any time and from time to time to prospectively modify such investment fund or funds. In the event a modification occurs, the Committee shall notify the Participants prior to the effective date of such change. The Committee shall not be obligated to substitute funds with similar investment criteria for existing funds, nor shall it be obligated to continue the same type of investment fund or funds.

ARCITLE IV

ENTITLEMENT TO BENEFITS

Except as otherwise provided herein, each Participant (or, in the case of death, the Beneficiary of such Participant) shall be entitled to receive benefits hereunder upon (i) such Participant’s Separation from Service, (ii) such Participant’s death, or (iii) the occurrence of an unforeseeable emergency (subject to the Committee’s approval of a request pursuant to Article VI below). The time and form of the payment of benefits to a Participant in the event of Separation from Service or death will be in accordance with the provisions of Article V below. Any payment of benefits to a Participant upon the occurrence of an unforeseeable emergency will be in accordance with the provisions of Article VI below.

ARTICLE V

PAYMENT OF BENEFITS

5.1 Time of Payment . A Participant may elect to receive or commence receiving payment of his or her Account at one of the following times:

(a) during the calendar year in which the Participant’s Separation from Service occurs; or

(b) during the calendar year following the calendar year in which the Participant’s Separation from Service occurs.

5.2 Form of Payment . A Participant may elect to receive payment of his or her Account in either a lump sum in cash or in substantially equal annual cash installments over a period certain not exceeding five (5) years. In the event a Participant who has elected to receive cash installments is subject to a six-month delay in accordance with Section 5.1 above, such Participant’s first payment will include all installment payments that would otherwise have become due during the period of delay. If a Participant elects to receive installment payments, the Committee shall continue to credit the unpaid balance of the Participant’s Account with the deemed income and losses attributable thereto, in accordance with the provisions of Section 3.2 above, as well as with any other credits to or charges against the unpaid balance of such Account, during the period for which installment payments are made. Notwithstanding a Participant’s election, (i) in the event of the Participant’s death, payment will be made in a lump sum in cash; and (ii) a Participant who has elected installment payments will receive a lump sum distribution in cash when the value of the Participant’s Account is $25,000 or less.

manner prescribed by the Committee. Such election will be irrevocable and will apply to the Participant’s entire Account balance.

(a) Distribution in the Event of Income Inclusion Under Code Section 409A . If any portion of a Participant’s Account is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of his or her Account required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A or (ii) the balance of the Participant’s Account.

(b) Distribution Necessary to Satisfy Applicable Tax Withholding . If the Company is required to withhold amounts to pay a Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to amounts that are or will be paid to the Participant under the Plan before they otherwise would be paid, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the amount in the Participant’s Account or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

ARTICLE VI

IN-SERVICE WITHDRAWALS AND LOANS

6.2 Withdrawals shall be charged pro rata to the investment option(s) in which amounts credited to a Participant’s Account are deemed to be invested, as applicable.

6.3 In no event may a Participant receive a loan of any portion of his benefit hereunder.

ARTICLE VII

ADMINISTRATION OF THE PLAN

7.2 The Plan shall be administered by the Committee. The members of the Committee shall not receive compensation with respect to their services for the Committee. The members of the Committee shall serve without bond or security for the performance of their duties hereunder unless applicable law makes the furnishing of such bond or security mandatory or unless required by the Company. Any member of the

Committee may resign by delivering a written resignation to the Company and to the other members of the Committee.

7.5 The Committee shall establish rules and procedures, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business. The Committee shall determine the eligibility of any individual to participate in the Plan, shall interpret the Plan in its sole and absolute discretion, and shall determine all questions arising in the administration, interpretation and application of the Plan. All determinations of the Committee shall be conclusive and binding on all employees, Non-Employee Directors, Participants, and Beneficiaries, subject to the provisions of this Plan and applicable law.

ARTICLE VIII

CLAIMS REVIEW PROCEDURE

(a) the specific reason or reasons for the denial of benefits;

(b) a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c) a description of any additional material or information that is necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

ARTICLE IX

LIMITATION OF RIGHTS

The establishment of this Plan shall not be construed as giving to any Participant, Non-Employee Director, employee of the Company or any person whomsoever, any legal, equitable or other rights against the Company, or its officers, directors, agents or shareholders, or as giving to any Participant or Beneficiary any equity or other interest in the assets or business of the Company or shares of Company stock or as giving any employee the right to be retained in the employment of the Company. All employees of the Company and Participants shall be subject to discharge to the same extent they would have been if this Plan had never been adopted. The rights of a Participant hereunder shall be solely those of an unsecured general creditor of the Company.

ARTICLE X

LIMITATION OF ASSIGNMENT AND PAYMENTS TO

LEGALLY INCOMPETENT DISTRIBUTEE

ARTICLE XI

AMENDMENT TO OR TERMINATION OF THE PLAN

11.2 Effect of Termination . If the Plan is terminated, all deferrals shall thereupon cease, but deemed income or losses shall continue to be credited to the Accounts in accordance with Section 3.2 hereof. Notwithstanding the foregoing, to the extent provided by the Company, the Plan may be liquidated following a termination under any of the following circumstances:

(c) the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Company’s financial health; (ii) the Company terminates and liquidates all Aggregated Plans; (iii) no payments in liquidation of this Plan are made within twelve (12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (iv) all payments are made within twenty four (24) months of the date on which the Company irrevocably takes all action necessary to terminate and liquidate this Plan; and (v) the Company does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Company irrevocably takes all action necessary to terminate and liquidate the Plan.

ARTICLE XII

STATUS OF PARTICIPANT AS UNSECURED CREDITOR

ARTICLE XIII

GENERAL AND MISCELLANEOUS

13.4 No Requirement to Fund . The Company is not required to set aside any assets for payment of the benefits provided under this Plan. A Participant shall have no security interest in any amounts credited hereunder on such Participant’s behalf. It is the Company’s intention that this Plan be construed as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees.

13.5 Indemnification . To the extent permitted by applicable law, the Company shall indemnify and hold harmless the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such person’s duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, willful misconduct, and/or criminal acts of such persons.

Exhibit 31.1

CERTIFICATION

I, Gary C. Kelly, Chief Executive Officer of Southwest Airlines Co., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2017 of Southwest Airlines Co.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 1, 2017



	By:	/s/ Gary C. Kelly
		Gary C. Kelly
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Tammy Romo, Chief Financial Officer of Southwest Airlines Co., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2017 of Southwest Airlines Co.;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be



	By:	/s/ Tammy Romo
		Tammy Romo
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Southwest Airlines Co. (the “Company”) for the period ended September 30, 2017 as filed with the Securities and Exchange Commission (the “Report”), Gary C. Kelly, Chief Executive Officer of the Company, and Tammy Romo, Chief Financial Officer of the Company, each certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(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.

Date: November 1, 2017



	By:	/s/ Gary C. Kelly
		Gary C. Kelly
		Chief Executive Officer



	By:	/s/ Tammy Romo
		Tammy Romo
		Chief Financial Officer