(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2006 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from to |
Texas
(State or other jurisdiction of incorporation or organization) |
74-1563240
(I.R.S. Employer Identification No.) |
|
P.O. Box 36611
Dallas, Texas (Address of principal executive offices) |
75235-1611
(Zip Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock ($1.00 par value)
|
New York Stock Exchange, Inc. |
i
Item 1.
Business
Cost
Average Cost
Percent of
(Millions)
Per Gallon
Operating Expenses
$
762
$
.68
14.7
%
$
830
$
.72
14.9
%
$
1,000
$
.83
16.3
%
$
1,341
$
1.03
19.6
%
$
2,138
$
1.53
26.2
%
Economic.
Department of Transportation.
The Department
of Transportation (DOT) has significant regulatory
jurisdiction over passenger airlines. To provide passenger
transportation in the United States, a domestic airline is
required to hold a certificate of public convenience and
necessity issued by the DOT. A certificate is unlimited in
duration and generally permits the Company to operate among any
points within the United States, its territories and
possessions. The DOT may revoke a certificate, in whole or in
part, for intentional failure to comply with federal aviation
statutes, regulations, orders, or the terms of the certificate
itself. The DOT also has jurisdiction over certain economic and
consumer protection matters such as advertising, denied boarding
compensation, baggage liability, and access for persons with
disabilities. The DOT may impose civil penalties on air carriers
for violations of its regulations in these areas.
Wright Amendment.
The International Air
Transportation Competition Act of 1979, as amended (the
Act), includes restrictions on the provision of air
transportation to and from Dallas Love Field. The applicable
portion of the Act, commonly known as the Wright
Amendment, as it affects Southwests scheduled
service, has prohibited carrying nonstop and through passengers
on commercial flights between Dallas Love
1
Table of Contents
Field and all states outside of Texas, with the exception of the
states of Alabama, Arkansas, Kansas, Louisiana, Mississippi,
Missouri, New Mexico, and Oklahoma, which will be referred to as
Wright Amendment States. Flights between Dallas Love
Field and the Wright Amendment States have been permitted only
when an airline has not offered or provided any through service
or ticketing with another air carrier at Dallas Love Field and
has not offered service to or from any point that was outside of
a Wright Amendment State. The Wright Amendment does not restrict
flights operated with aircraft having 56 or fewer passenger
seats. In addition, the Wright Amendment does not restrict
Southwests intrastate Texas flights or its air service
from points other than Dallas Love Field.
2
Table of Contents
3
Table of Contents
Fares
Customer Service
Costs
Frequency and convenience of scheduling
Frequent flyer benefits
Efficiency and productivity, including effective selection and
use of aircraft
4
Table of Contents
5
Table of Contents
6
Table of Contents
Southwest Airlines Pilots
Association
Currently in negotiation
Transportation Workers of America,
AFL-CIO (TWU)
June 2008
and Freight Agents
TWU
July 2008
International Brotherhood of
Teamsters (Teamsters)
August 2008
Aircraft Mechanics Fraternal
Association (AMFA)
August 2008
International Association of
Machinists and Aerospace Workers, AFL-CIO
November 2008
AMFA
February 2009
Southwest Airlines Employee
Association
December 2009
Teamsters
November 2011
and Flight Crew Training Instructors
Southwest Airlines Professional
Instructors Association
January 2013
Item 1A.
Risk
Factors
Southwests
business is dependent on the price and availability of aircraft
fuel. Continued periods of high fuel costs
and/or
significant disruptions in the supply of fuel, could adversely
affect our results of operations.
7
Table of Contents
Southwests
business is labor-intensive; we could be adversely affected if
we are unable to maintain satisfactory relations with any
unionized or other Employee work group.
Southwests
business is affected by many changing economic and other
conditions beyond its control.
Actual or potential changes in international, national,
regional, and local economic, business, and financial
conditions, including recession, inflation, interest rate
increases, war, terrorist attacks, and political instability;
Changes in consumer preferences, perceptions, spending patterns,
or demographic trends;
Actual or potential disruptions in the air traffic control
system;
Increases in costs of safety, security, and environmental
measures; and
Weather and natural disasters.
Southwest
relies on technology to operate its business, and any failure of
these systems could harm the Company.
8
Table of Contents
The
travel industry continues to face on-going security concerns and
cost burdens; further threatened or actual terrorist attacks, or
other hostilities, could significantly harm our industry and our
business.
Airport
capacity constraints and air traffic control inefficiencies
could limit the Companys growth; changes in or additional
governmental regulation could increase the Companys
operating costs or otherwise limit the Companys ability to
conduct business.
Increases in airport rates and charges;
Limitations on airport gate capacity or other use of airport
facilities;
Increases in taxes;
Changes in the law that affect the services that can be offered
by airlines in particular markets and at particular airports;
Restrictions on competitive practices;
The adoption of regulations that impact customer service
standards, such as security standards; and
The adoption of more restrictive locally-imposed noise
restrictions.
The
airline industry is intensely competitive.
Southwests
low cost structure is one of its primary competitive advantages,
and many factors could affect the Companys ability to
control its costs.
9
Table of Contents
Average Age
Number of
Number
Number
Seats
(Yrs)
Aircraft
Owned
Leased
137
15.7
194
112
82
122
15.7
25
16
9
137
4.0
262
260
2
9.3
481
388
93
Firm Orders
Options
Purchase Rights
Total
37
37
30
4
34
18
18
36
10
32
42
10
30
40
10
30
40
54
54
115
114
54
283
10
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
Age
Chairman of the Board
75
Vice Chairman of the Board and
Chief Executive Officer
51
President and Secretary
62
Executive Vice
President Strategy, Procurement, and Technology
46
Executive Vice
President Aircraft Operations
45
Executive Vice
President Law, Airports and Public Affairs
57
Senior Vice President
Finance and Chief Financial Officer
46
11
Table of Contents
50
60
61
62
Item 5.
Market
for Registrants Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
Dividend
High
Low
$
0.00450
$
18.10
$
15.51
0.00450
18.20
15.10
0.00450
18.20
15.66
0.00450
17.03
14.61
$
0.00450
$
16.45
$
13.60
0.00450
15.50
13.56
0.00450
14.85
13.05
0.00450
16.95
14.54
Maximum Number (or
Approximate Dollar
Total Number of
Value) of Shares
Shares Purchased as
that May Yet Be
Part of Publicly
Purchased Under the
Total Number of
Average Price Paid
Announced Plans or
Plans or Programs
Shares Purchased
per Share
Programs(1)
(1)
2,649,200
$
15.92
2,649,200
$
357,811,822
10,053,800
$
15.70
10,053,800
$
199,747,357
(1)
On November 16, 2006, the Company publicly announced that
its Board of Directors had authorized a share repurchase program
to acquire up to $400 million of the Companys Common
Stock.
12
Table of Contents
AMONG SOUTHWEST AIRLINES CO., S&P 500 INDEX,
AND AMEX AIRLINE INDEX
12/31/01
12/31/02
12/31/03
12/31/04
12/31/05
12/31/06
$
100
$
75
$
88
$
88
$
89
$
83
$
100
$
78
$
100
$
111
$
117
$
135
$
100
$
44
$
70
$
69
$
62
$
67
13
Table of Contents
Number of Securities Remaining
Number of Securities to be
Weighted-Average
Available for Future Issuance Under
Issued upon Exercise of
Exercise Price of
Equity Compensation Plans
Outstanding Options,
Outstanding Options,
(Excluding Securities
Warrants, and Rights
Warrants, and Rights*
Reflected in Column (a))
(a)
(b)
(c)
(In thousands)
(In thousands)
27,299
$
15.40
4,303
85,689
$
15.79
30,840
112,988
$
15.70
35,143
*
As adjusted for stock splits.
14
Table of Contents
Item 6.
Selected
Financial Data
Years Ended December 31,
2006
2005
2004
2003
2002
(in millions, except per share amounts)
$
9,086
$
7,584
$
6,530
$
5,937
$
5,522
8,152
6,859
6,126
5,558
5,181
934
725
404
379
341
144
(54
)
65
(225
)
24
790
779
339
604
317
291
295
124
232
129
$
499
$
484
$
215
$
372
$
188
$
.63
$
.61
$
.27
$
.48
$
.24
$
.61
$
.60
$
.27
$
.46
$
.23
$
.0180
$
.0180
$
.0180
$
.0180
$
.0180
$
13,460
$
14,003
$
11,137
$
9,693
$
8,766
$
1,567
$
1,394
$
1,700
$
1,332
$
1,553
$
6,449
$
6,675
$
5,527
$
5,029
$
4,374
83,814,823
77,693,875
70,902,773
65,673,945
63,045,988
96,276,907
88,379,900
81,066,038
74,719,340
72,462,123
67,691,289
60,223,100
53,418,353
47,943,066
45,391,903
92,663,023
85,172,795
76,861,296
71,790,425
68,886,546
73.1
%
70.7
%
69.5
%
66.8
%
65.9
%
808
775
753
730
720
622
607
576
558
537
1,092,331
1,028,639
981,591
949,882
947,331
$
104.40
$
93.68
$
88.57
$
87.42
$
84.72
12.93
¢
12.09
¢
11.76
¢
11.97
¢
11.77
¢
9.81
¢
8.90
¢
8.50
¢
8.27
¢
8.02
¢
8.80
¢
8.05
¢
7.97
¢
7.74
¢
7.52
¢
6.49
¢
6.48
¢
6.67
¢
6.59
¢
6.41
¢
$
1.53
$
1.03
$
.83
$
.72
$
.68
32,664
31,729
31,011
32,847
33,705
481
445
417
388
375
(1)
Revenue passenger miles divided by available seat miles.
(2)
Includes leased aircraft.
15
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
16
Table of Contents
2006
Compared With 2005
Operating
Revenues
17
Table of Contents
Increase
Percent
2006
2005
(Decrease)
Change
3.29
¢
3.27
¢
.02
¢
.6
%
2.31
1.58
.73
46.2
.51
.52
(.01
)
(1.9
)
.17
.19
(.02
)
(10.5
)
.53
.53
.56
.55
.01
1.8
1.43
1.41
.02
1.4
8.80
¢
8.05
¢
.75
¢
9.3
%
18
Table of Contents
Other
19
Table of Contents
Income
Taxes
2005
Compared With 2004
Operating
Revenues
20
Table of Contents
Operating
Expenses
Increase
Percent
2005
2004
(Decrease)
Change
3.27
¢
3.35
¢
(.08
)¢
(2.4
)%
1.58
1.30
.28
21.5
.52
.61
(.09
)
(14.8
)
.19
.23
(.04
)
(17.4
)
.53
.53
.55
.56
(.01
)
(1.8
)
1.41
1.39
.02
1.4
8.05
¢
7.97
¢
.08
¢
1.0
%
21
Table of Contents
Other
Income
Taxes
22
Table of Contents
23
Table of Contents
Obligations by Period
2008
2010
Beyond
2007
- 2009
- 2011
2011
Total
(In millions)
$
111
$
25
$
29
$
1,507
$
1,672
45
80
80
277
482
16
32
27
75
360
598
453
1,000
2,411
1,004
1,225
656
184
3,069
34
47
26
107
$
1,570
$
2,007
$
1,271
$
2,968
$
7,816
(1)
Includes current maturities, but excludes amounts associated
with interest rate swap agreements
(2)
Related to fixed-rate debt
(3)
Includes amounts classified as interest
(4)
Firm orders from the manufacturer
Revenue
Recognition
24
Table of Contents
Accounting
for Long-Lived Assets
Estimated
Residual
Estimated Useful Life
value
23 to 25 years
15%
Fleet life
4%
5 to 30 years
0%-10%
5 years or lease term
0%
25
Table of Contents
Financial
Derivative Instruments
26
Table of Contents
27
Table of Contents
Share-Based
Compensation
28
Table of Contents
29
Table of Contents
Item 7A.
Qualitative
and Quantitative Disclosures About Market Risk
Fuel
Hedging
Financial
Market Risk
30
Table of Contents
31
Table of Contents
32
Table of Contents
Years Ended December 31,
2006
2005
2004
(In millions, except
per share amounts)
$
8,750
$
7,279
$
6,280
134
133
117
202
172
133
9,086
7,584
6,530
3,052
2,782
2,578
2,138
1,341
1,000
468
446
472
158
163
179
495
454
408
515
469
431
1,326
1,204
1,058
8,152
6,859
6,126
934
725
404
128
122
88
(51
)
(39
)
(39
)
(84
)
(47
)
(21
)
151
(90
)
37
144
(54
)
65
790
779
339
291
295
124
$
499
$
484
$
215
$
.63
$
.61
$
.27
$
.61
$
.60
$
.27
33
Table of Contents
Years Ended December 31, 2006, 2005, and 2004
Accumulated
Capital in
Other
Common
Excess of
Retained
Comprehensive
Treasury
Stock
Par Value
Earnings
Income (Loss)
Stock
Total
(In millions, except per share amounts)
$
789
$
612
$
3,506
$
122
$
$
5,029
(246
)
(246
)
1
7
(93
)
175
90
23
23
135
135
(14
)
(14
)
215
215
293
293
2
2
510
$
790
$
777
$
3,614
$
417
$
(71
)
$
5,527
(55
)
(55
)
12
59
(66
)
126
131
47
47
80
80
(14
)
(14
)
484
484
474
474
1
1
959
$
802
$
963
$
4,018
$
892
$
$
6,675
(800
)
(800
)
6
39
(196
)
410
259
60
60
80
80
(14
)
(14
)
499
499
(306
)
(306
)
(4
)
(4
)
189
$
808
$
1,142
$
4,307
$
582
$
(390
)
$
6,449
34
Table of Contents
Years Ended December 31,
2006
2005
2004
(In millions)
$
499
$
484
$
215
515
469
431
277
291
166
(16
)
(16
)
(16
)
80
80
135
(60
)
(47
)
(23
)
(5
)
(9
)
(75
)
87
(59
)
(44
)
(223
)
855
231
150
120
68
102
(50
)
(22
)
1,406
2,118
1,066
(1,399
)
(1,146
)
(1,707
)
(4,509
)
(1,804
)
(4,487
)
4,392
1,810
4,611
(6
)
(34
)
20
(40
)
1
(1
)
(1,495
)
(1,146
)
(1,658
)
300
300
520
260
132
88
(607
)
(149
)
(207
)
(14
)
(14
)
(14
)
(800
)
(55
)
(246
)
60
47
23
(1
)
(8
)
(801
)
260
156
(890
)
1,232
(436
)
2,280
1,048
1,484
$
1,390
$
2,280
$
1,048
$
78
$
71
$
38
$
15
$
8
$
2
$
$
20
$
35
Table of Contents
December 31, 2006
1.
Summary
of Significant Accounting Policies
Basis
of Presentation
Cash
and Cash Equivalents
Short-Term
Investments
Inventories
Property
and Equipment
36
Table of Contents
Aircraft
and Engine Maintenance
Intangible
Assets
Revenue
Recognition
Frequent
Flyer Program
Advertising
Share-Based
Employee Compensation
37
Table of Contents
Financial
Derivative Instruments
Income
Taxes
2.
Accounting
Changes and Recent Accounting Developments
Aircraft
and Engine Maintenance
Share-Based
Compensation
38
Table of Contents
Effect of
Effect of
Maintenance
SFAS 123R
As Originally Reported
Change
Change
As Adjusted
$
789
$
$
$
789
258
354
612
3,883
(112
)
(265
)
3,506
122
122
$
5,052
$
(112
)
$
89
$
5,029
Effect of
Effect of
Maintenance
SFAS 123R
As Originally Reported
Change
Change
As Adjusted
$
790
$
$
$
790
299
478
777
4,089
(121
)
(354
)
3,614
417
417
(71
)
(71
)
$
5,524
$
(121
)
$
124
$
5,527
Effect of
Effect of
Maintenance
SFAS 123R
As Originally Reported
Change
Change
As Adjusted
$
802
$
$
$
802
424
539
963
4,557
(130
)
(409
)
4,018
892
892
$
6,675
$
(130
)
$
130
$
6,675
Postretirement
Benefits
39
Table of Contents
Recent
Accounting Developments
3.
Acquisition
of Certain Assets
4.
Commitments
40
Table of Contents
5.
Accrued
Liabilities
2006
2005
(In millions)
$
165
$
142
128
116
151
135
546
955
78
489
255
237
$
1,323
$
2,074
6.
Revolving
Credit Facility
7.
Long-Term
Debt
2006
2005
(In millions)
$
$
58
523
100
100
37
41
369
370
336
340
300
300
300
100
106
100
100
63
74
1,705
2,012
122
601
16
17
$
1,567
$
1,394
41
Table of Contents
42
Table of Contents
8.
Leases
2006
2005
(In millions)
$
168
$
164
123
113
$
45
$
51
Capital Leases
Operating Leases
(In millions)
$
16
$
360
16
318
16
280
15
250
12
203
1,000
75
$
2,411
12
63
12
$
51
9.
Consolidation
of Reservations Centers
43
Table of Contents
10.
Derivative
and Financial Instruments
Fuel
Contracts
44
Table of Contents
Interest
Rate Swaps
45
Table of Contents
Carrying
Estimated Fair
Value
Value
(In millions)
$
100
$
102
37
37
369
385
336
325
300
293
300
279
100
100
100
110
999
999
11.
Comprehensive
Income
2006
2005
2004
(In millions)
$
499
$
484
$
215
(
306
)
474
293
(4
)
1
2
(
310
)
475
295
$
189
$
959
$
510
46
Table of Contents
Fuel
Accumulated other
Hedge
Comprehensive
Derivatives
Other
Income (Loss)
(In millions)
$
416
$
1
$
417
999
1
1,000
(525
)
(525
)
890
2
892
52
(4
)
48
(358
)
(358
)
$
584
$
(2
)
$
582
12.
Common
Stock
13.
Stock
Plans
Share-Based
Compensation
47
Table of Contents
Stock
Plans
2006
2005
2004
4.6
%
4.1
%
3.1
%
5.0
4.7
4.0
26.0
%
26.2
%
34.0
%
0.07
%
0.09
%
0.11
%
48
Table of Contents
Collective Bargaining Plans
Wtd. Average
Wtd. Average
Remaining
Aggregate Intrinsic
Options (000)
Exercise Price
Contractual Term
Value (Millions)
120,058
$
10.47
14,131
14.41
(7,222
)
6.59
(6,264
)
13.62
120,703
$
10.98
1,697
14.91
(14,739
)
6.13
(2,417
)
13.89
105,244
$
11.65
1,025
16.64
(24,632
)
7.91
(1,427
)
14.25
80,210
$
12.83
4.1
$
224
78,270
$
12.79
4.1
$
222
70,688
$
12.55
3.9
$
215
49
Table of Contents
Other Employee Plans
Wtd. Average
Wtd. Average
Remaining
Aggregate Intrinsic
Options (000)
Exercise Price
Contractual Term
Value (Millions)
34,552
$
12.21
4,255
15.05
(3,133
)
6.79
(1,453
)
14.54
34,221
$
12.94
6,662
15.60
(3,800
)
7.09
(1,263
)
15.60
35,820
$
13.96
2,831
17.52
(5,015
)
9.57
(1,442
)
15.93
32,194
$
14.87
5.5
$
46
31,356
$
14.85
5.5
$
45
20,094
$
14.65
4.9
$
32
Employee
Stock Purchase Plan
Non-Employee
Director Grants and Incentive Plan
Table of Contents
Taxes
14.
Employee
Retirement Plans
Defined
Contribution Plans
Postretirement
Benefit Plans
2006
2005
(In millions)
$
94
$
80
15
12
5
4
(5
)
(2
)
2
$
111
$
94
51
Table of Contents
1% Increase
1% Decrease
(In millions)
$
2
$
(2
)
$
8
$
(8
)
2006
2005
(In millions)
$
(111
)
$
(94
)
7
4
4
6
(11
)
$
(111
)
$
(84
)
2006
2005
2004
(In millions)
$
15
$
12
$
10
5
4
5
2
2
2
(1
)
1
$
21
$
18
$
18
2006
2005
2004
5.25
%
5.25
%
6.25
%
8.50
%
9.00
%
10.00
%
(1)
The assumed healthcare cost trend rate is assumed to remain at
8.50% for 2007, then decline gradually to 5% by 2014 and remain
level thereafter.
52
Table of Contents
15.
Income
Taxes
2006
2005
(In millions)
$
2,405
$
2,251
363
563
1
4
2,769
2,818
70
76
65
70
160
132
122
128
55
57
22
164
93
21
587
648
$
2,182
$
2,170
2006
2005
2004
(In millions)
$
64
$
43
$
(20
)
15
7
79
50
(20
)
220
231
140
(8
)
14
4
212
245
144
$
291
$
295
$
124
53
Table of Contents
2006
2005
2004
(In millions)
$
276
$
274
$
123
10
8
7
4
14
3
1
(1
)
(9
)
$
291
$
295
$
124
16.
Net
Income Per Share
2006
2005
2004
(In millions, except per share amounts)
$
499
$
484
$
215
795
789
783
29
17
21
824
806
804
$
.63
$
.61
$
.27
$
.61
$
.60
$
.27
17.
Contingencies
54
Table of Contents
SOUTHWEST AIRLINES CO.
January 30, 2007
55
Table of Contents
SOUTHWEST AIRLINES CO.
January 30, 2007
56
Table of Contents
(Unaudited)
Three Months Ended
March 31
June 30
Sept. 30
Dec. 31
(In millions except per share amounts)
$
2,019
$
2,449
$
2,342
$
2,276
98
402
261
174
96
515
78
101
61
333
48
57
.08
.42
.06
.07
.07
.40
.06
.07
March 31
June 30
Sept. 30
Dec. 31
$
1,663
$
1,944
$
1,989
$
1,987
81
256
248
140
89
235
343
113
59
144
210
70
.08
.18
.27
.09
.07
.18
.26
.09
Item 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
57
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers, and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
58
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
3
.1
Restated Articles of Incorporation
of Southwest (incorporated by reference to Exhibit 4.1 to
Southwests Registration Statement on
Form S-3
(File
No. 33-52155));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1996 (File
No. 1-7259));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1998 (File
No. 1-7259));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 4.2 to
Southwests Registration Statement on
Form S-8
(File
No. 333-82735);
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2001 (File
No. 1-7259)).
3
.2
Bylaws of Southwest, as amended
through January 2007 (incorporated by reference to
Exhibit 3.2 to Southwests Current Report on
Form 8-K
dated January 18, 2007).
4
.1
$600,000,000 Competitive Advance
and Revolving Credit Facility Agreement dated as of
April 20, 2004 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
First Amendment, dated as of August 9, 2005, to Competitive
Advance Revolving Credit Agreement (incorporated by reference to
Exhibit 10.1 to Southwests Current Report on
Form 8-K
dated August 12, 2005 (File
No. 1-7259)).
4
.2
Specimen certificate representing
Common Stock of Southwest (incorporated by reference to
Exhibit 4.2 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1994 (File
No. 1-7259)).
4
.3
Indenture dated as of
February 14, 2005, between Southwest Airlines Co. and The
Bank of New York Trust Company, N.A., Trustee (incorporated by
reference to Exhibit 4.2 to Southwests Current Report
on
Form 8-K
dated February 14, 2005 (File
No. 1-7259)).
4
.4
Indenture dated as of
September 17, 2004 between Southwest Airlines Co. and Wells
Fargo Bank, N.A., Trustee (incorporated by reference to
Exhibit 4.1 to Southwests Registration Statement on
Form S-3
dated October 30, 2002 (File
No. 1-7259)).
4
.5
Indenture dated as of
June 20, 1991, between Southwest Airlines Co. and Bank of
New York, successor to NationsBank of Texas, N.A. (formerly NCNB
Texas National Bank), Trustee (incorporated by reference to
Exhibit 4.1 to Southwests Current Report on
Form 8-K
dated June 24, 1991 (File
No. 1-7259)).
4
.6
Indenture dated as of
February 25, 1997, between the Company and U.S. Trust
Company of Texas, N.A. (incorporated by reference to
Exhibit 4.2 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1996 (File
No. 1-7259)).
Southwest is not filing any other
instruments evidencing any indebtedness because the total amount
of securities authorized under any single such instrument does
not exceed 10 percent of its total consolidated assets.
Copies of such instruments will be furnished to the Securities
and Exchange Commission upon request.
59
Table of Contents
10
.1
Purchase Agreement No. 1810,
dated January 19, 1994, between The Boeing Company and
Southwest (incorporated by reference to Exhibit 10.4 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 1993 (File
No. 1-7259));
Supplemental Agreement No. 1. (incorporated by reference to
Exhibit 10.3 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1996 (File
No. 1-7259));
Supplemental Agreements No. 2, 3 and 4 (incorporated by
reference to Exhibit 10.2 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1997 (File
No. 1-7259));
Supplemental Agreements Nos. 5, 6, and 7; (incorporated by
reference to Exhibit 10.1 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1998 (File
No. 1-7259));
Supplemental Agreements Nos. 8, 9, and 10 (incorporated by
reference to Exhibit 10.1 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1999 (File
No. 1-7259));
Supplemental Agreements Nos. 11, 12, 13 and 14
(incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2000 (File
No. 1-7259));
Supplemental Agreements Nos. 15, 16, 17, 18 and 19
(incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2001 (File
No. 1-7259));
Supplemental Agreements Nos. 20, 21, 22, 23 and 24
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2002 (File
No. 1-7259));
Supplemental Agreements Nos. 25, 26, 27, 28 and 29 to
Purchase Agreement No. 1810, dated January 19, 1994,
between The Boeing Company and Southwest (incorporated by
reference to Exhibit 10.8 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Supplemental Agreements Nos. 30, 31, 32, and 33 to Purchase
Agreement No. 1810, dated January 19, 1993 between The
Boeing Company and Southwest; (incorporated by reference to
Exhibit 10.1 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Supplemental Agreements Nos. 34, 35, 36, 37, and 38
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
Supplemental Agreements Nos. 39 and 40 (incorporated by
reference to Exhibit 10.6 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259));
Supplemental Agreement No. 41; Supplemental Agreement Nos.
42, 43 and 44 (incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 (File
No. 1-7259));
Supplemental Agreement No. 45 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005 (File
No. 1-7259));
Supplemental Agreement Nos. 46 and 47 (incorporated by reference
to Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 (File
No. 1-7259));
Supplemental Agreement No. 48 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006 (File
No. 1-7259));
Supplemental Agreements No. 49 and 50 (incorporated by
reference to Exhibit 10.1 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2006 (File
No. 1-7259));
Supplemental Agreement No. 51.
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.
The following exhibits filed under
paragraph 10 of Item 601 are the Companys
compensation plans and arrangements.
10
.2
Form of Executive Employment
Agreement between Southwest and certain key employees pursuant
to Executive Service Recognition Plan (incorporated by reference
to Exhibit 28 to Southwest Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1987 (File
No. 1-7259)).
10
.3
2001 stock option agreements
between Southwest and Herbert D. Kelleher (incorporated by
reference to Exhibit 10 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2001 (File
No. 1-7259)).
10
.4
1991 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.6 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.5
1991 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.7 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.6
1991 Employee Stock Purchase Plan
as amended March 16, 2006 (incorporated by reference to
Exhibit 99.1 to Registration Statement on
Form S-8
(File
No. 333-139362)).
Table of Contents
10
.7
Southwest Airlines Co. Profit
Sharing Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2000 (File
No. 1-729));
Amendment No. 1 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.11 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2001 (File
No. 1-7259));
Amendment No. 2 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 3 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Amendment No. 4 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Amendment No. 5 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
Amendment No. 6 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2004 (File
No. 1-7259));
Amendment No. 7 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2005 (File
No. 1-7259)); Amendment No. 8 to Southwest Airlines
Co. Profit Sharing Plan.
10
.8
Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.12 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2001 (File
No. 1-7259));
Amendment No. 1 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.10 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 2 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.10 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 3 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Amendment No. 4 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Amendment No. 5 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2004 (File
No. 1-7259));
Amendment No. 6 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2005 (File
No. 1-7259)); Amendment No. 7 to Southwest Airlines
Co. 401(k) Plan.
10
.9
Southwest Airlines Co. 1995 SWAPA
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.14 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1994 (File
No. 1-7259)).
10
.10
1996 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.12 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.11
1996 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.13 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.12
Employment Contract dated as of
July 15, 2004, between Southwest and Herbert D. Kelleher
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.13
Employment Contract dated as of
July 15, 2004, between Southwest and Gary C. Kelly
(incorporated by reference to Exhibit 10.4 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.14
Employment Contract dated as of
July 15, 2004, between Southwest and Colleen C. Barrett
(incorporated by reference to Exhibit 10.5 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.15
Severance Contract between Jim
Wimberly and Southwest Airlines Co., dated as of April 20,
2006 (incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2006 (File
No. 1-7259)).
10
.16
Southwest Airlines Co. Outside
Director Incentive Plan (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2002 (File
No. 1-7259)).
10
.17
1998 SAEA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.17 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
Table of Contents
10
.18
1999 SWAPIA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.18 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.19
LUV 2000 Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement on
Form S-8
(File
No. 333-53610)).
10
.20
2000 Aircraft Appearance
Technicians Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 4.1 to Registration Statement on
Form S-8
(File
No. 333-52388));
Amendment No. 1 to 2000 Aircraft Appearance Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.4 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.21
2000 Stock Clerks Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registration Statement on
Form S-8
(File
No. 333-52390));
Amendment No. 1 to 2000 Stock Clerks Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.5 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.22
2000 Flight Simulator Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 4.1 to Registration Statement on
Form S-8
(File
No. 333-53616));
Amendment No. 1 to 2000 Flight Simulator Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.6 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.23
2002 SWAPA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement on
Form S-8
(File
No. 333-98761)).
10
.24
2002 Bonus SWAPA Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registration Statement on
Form S-8
(File
No. 333-98761)).
10
.25
2002 SWAPIA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.2 to
Registration Statement on
Form S-8
(File
No. 333-100862)).
10
.26
2002 Mechanics Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.2 to
Registration Statement on
Form S-8
(File
No. 333-100862)).
10
.27
2002 Ramp, Operations,
Provisioning and Freight Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 10.27 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.28
2002 Customer Service/Reservations
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.28 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)));
Amendment No. 1 to 2002 Customer Service/Reservations
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 4.3 to Registration Statement on
Form S-8
(File
No. 333-104245)).
10
.29
2003 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
14
Code of Ethics (incorporated by
reference to Exhibit 14.1 to Southwests Current
Report on
Form 8-K
dated November 16, 2006 (File
No. 1-7259)).
21
Subsidiaries of Southwest
(incorporated by reference to Exhibit 22 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 1997 (File No. 1-7259)).
23
Consent of Ernst & Young
LLP, Independent Registered Public Accounting Firm.
31
.1
Rule 13a-14(a)
Certification of Chief Executive Officer.
31
.2
Rule 13a-14(a)
Certification of Chief Financial Officer.
32
Section 1350 Certification of
Chief Executive Officer and Chief Financial Officer.
Table of Contents
By
Chairman of the Board of Directors
Chief Executive Officer and
Director
President and Director
Sr. Vice President
Finance and Chief Financial Officer
(Chief Financial and Accounting Officer)
Director
Director
Director
Director
Director
63
Table of Contents
Director
Director
Director
64
Table of Contents
3
.1
Restated Articles of Incorporation
of Southwest (incorporated by reference to Exhibit 4.1 to
Southwests Registration Statement on
Form S-3
(File
No. 33-52155));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1996 (File
No. 1-7259));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1998 (File
No. 1-7259));
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 4.2 to
Southwests Registration Statement on
Form S-8
(File
No. 333-82735);
Amendment to Restated Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2001 (File
No. 1-7259)).
3
.2
Bylaws of Southwest, as amended
through January 2007 (incorporated by reference to
Exhibit 3.2 to Southwests Current Report on
Form 8-K
dated January 18, 2007).
4
.1
$600,000,000 Competitive Advance
and Revolving Credit Facility Agreement dated as of
April 20, 2004 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
First Amendment, dated as of August 9, 2005, to Competitive
Advance Revolving Credit Agreement (incorporated by reference to
Exhibit 10.1 to Southwests Current Report on
Form 8-K
dated August 12, 2005 (File
No. 1-7259)).
4
.2
Specimen certificate representing
Common Stock of Southwest (incorporated by reference to
Exhibit 4.2 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1994 (File
No. 1-7259)).
4
.3
Indenture dated as of
February 14, 2005, between Southwest Airlines Co. and The
Bank of New York Trust Company, N.A., Trustee (incorporated by
reference to Exhibit 4.2 to Southwests Current Report
on
Form 8-K
dated February 14, 2005 (File
No. 1-7259)).
4
.4
Indenture dated as of
September 17, 2004 between Southwest Airlines Co. and Wells
Fargo Bank, N.A., Trustee (incorporated by reference to
Exhibit 4.1 to Southwests Registration Statement on
Form S-3
dated October 30, 2002 (File
No. 1-7259)).
4
.5
Indenture dated as of
June 20, 1991, between Southwest Airlines Co. and Bank of
New York, successor to NationsBank of Texas, N.A. (formerly NCNB
Texas National Bank), Trustee (incorporated by reference to
Exhibit 4.1 to Southwests Current Report on
Form 8-K
dated June 24, 1991 (File
No. 1-7259)).
4
.6
Indenture dated as of
February 25, 1997, between the Company and U.S. Trust
Company of Texas, N.A. (incorporated by reference to
Exhibit 4.2 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1996 (File
No. 1-7259)).
Southwest is not filing any other
instruments evidencing any indebtedness because the total amount
of securities authorized under any single such instrument does
not exceed 10 percent of its total consolidated assets.
Copies of such instruments will be furnished to the Securities
and Exchange Commission upon request.
10
.1
Purchase Agreement No. 1810,
dated January 19, 1994, between The Boeing Company and
Southwest (incorporated by reference to Exhibit 10.4 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 1993 (File
No. 1-7259));
Supplemental Agreement No. 1. (incorporated by reference to
Exhibit 10.3 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1996 (File
No. 1-7259));
Supplemental Agreements No. 2, 3 and 4 (incorporated by
reference to Exhibit 10.2 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1997 (File
No. 1-7259));
Supplemental Agreements Nos. 5, 6, and 7; (incorporated by
reference to Exhibit 10.1 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1998 (File
No. 1-7259));
Supplemental Agreements Nos. 8, 9, and 10 (incorporated by
reference to Exhibit 10.1 to Southwests Annual Report
on
Form 10-K
for the year ended December 31, 1999 (File
No. 1-7259));
Supplemental Agreements Nos. 11, 12, 13 and 14
(incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2000 (File
No. 1-7259));
Supplemental Agreements Nos. 15, 16, 17, 18 and 19
(incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2001 (File
No. 1-7259));
Supplemental Agreements Nos. 20, 21, 22, 23 and 24
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2002 (File
No. 1-7259));
Supplemental Agreements Nos. 25, 26, 27, 28 and 29 to
Purchase Agreement No. 1810, dated January 19, 1994,
between The Boeing Company and Southwest (incorporated by
reference to Exhibit 10.8 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Supplemental Agreements Nos. 30, 31, 32, and 33 to Purchase
Agreement No. 1810, dated January 19, 1993 between The
Boeing Company and Southwest; (incorporated by reference to
Exhibit 10.1 to Southwests Annual
Table of Contents
Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Supplemental Agreements Nos. 34, 35, 36, 37, and 38
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
Supplemental Agreements Nos. 39 and 40 (incorporated by
reference to Exhibit 10.6 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259));
Supplemental Agreement No. 41; Supplemental Agreement Nos.
42, 43 and 44 (incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 (File
No. 1-7259));
Supplemental Agreement No. 45 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005 (File
No. 1-7259));
Supplemental Agreement Nos. 46 and 47 (incorporated by reference
to Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 (File
No. 1-7259));
Supplemental Agreement No. 48 (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006 (File
No. 1-7259));
Supplemental Agreements No. 49 and 50 (incorporated by
reference to Exhibit 10.1 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2006 (File
No. 1-7259));
Supplemental Agreement No. 51.
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.
The following exhibits filed under
paragraph 10 of Item 601 are the Companys
compensation plans and arrangements.
10
.2
Form of Executive Employment
Agreement between Southwest and certain key employees pursuant
to Executive Service Recognition Plan (incorporated by reference
to Exhibit 28 to Southwest Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1987 (File
No. 1-7259)).
10
.3
2001 stock option agreements
between Southwest and Herbert D. Kelleher (incorporated by
reference to Exhibit 10 to Southwests Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2001 (File
No. 1-7259)).
10
.4
1991 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.6 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.5
1991 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.7 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.6
1991 Employee Stock Purchase Plan
as amended March 16, 2006 (incorporated by reference to
Exhibit 99.1 to Registration Statement on
Form S-8
(File
No. 333-139362)).
10
.7
Southwest Airlines Co. Profit
Sharing Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2000 (File
No. 1-729));
Amendment No. 1 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.11 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2001 (File
No. 1-7259));
Amendment No. 2 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 3 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.1 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Amendment No. 4 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Amendment No. 5 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004 (File
No. 1-7259));
Amendment No. 6 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2004 (File
No. 1-7259));
Amendment No. 7 to Southwest Airlines Co. Profit Sharing
Plan (incorporated by reference to Exhibit 10.8 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2005 (File
No. 1-7259));
Amendment No. 8 to Southwest Airlines Co. Profit Sharing
Plan.
Table of Contents
10
.8
Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.12 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2001 (File
No. 1-7259));
Amendment No. 1 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.10 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 2 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.10 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259));
Amendment No. 3 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259));
Amendment No. 4 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2003 (File
No. 1-7259));
Amendment No. 5 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2004 (File
No. 1-7259));
Amendment No. 6 to Southwest Airlines Co. 401(k) Plan
(incorporated by reference to Exhibit 10.9 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2005 (File
No. 1-7259));
Amendment No. 7 to Southwest Airlines Co. 401(k) Plan.
10
.9
Southwest Airlines Co. 1995 SWAPA
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.14 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 1994 (File
No. 1-7259)).
10
.10
1996 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.12 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.11
1996 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.13 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.12
Employment Contract dated as of
July 15, 2004, between Southwest and Herbert D. Kelleher
(incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.13
Employment Contract dated as of
July 15, 2004, between Southwest and Gary C. Kelly
(incorporated by reference to Exhibit 10.4 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.14
Employment Contract dated as of
July 15, 2004, between Southwest and Colleen C. Barrett
(incorporated by reference to Exhibit 10.5 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004 (File
No. 1-7259)).
10
.15
Severance Contract between Jim
Wimberly and Southwest Airlines Co., dated as of April 20,
2006 (incorporated by reference to Exhibit 10.2 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2006 (File
No. 1-7259)).
10
.16
Southwest Airlines Co. Outside
Director Incentive Plan (incorporated by reference to
Exhibit 10.1 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2002 (File
No. 1-7259)).
10
.17
1998 SAEA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.17 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.18
1999 SWAPIA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.18 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.19
LUV 2000 Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement on
Form S-8
(File
No. 333-53610)).
10
.20
2000 Aircraft Appearance
Technicians Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 4.1 to Registration Statement on
Form S-8
(File
No. 333-52388));
Amendment No. 1 to 2000 Aircraft Appearance Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.4 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.21
2000 Stock Clerks Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registration Statement on
Form S-8
(File
No. 333-52390));
Amendment No. 1 to 2000 Stock Clerks Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.5 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.22
2000 Flight Simulator Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 4.1 to Registration Statement on
Form S-8
(File
No. 333-53616));
Amendment No. 1 to 2000 Flight Simulator Technicians
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.6 to Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
10
.23
2002 SWAPA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement on
Form S-8
(File
No. 333-98761)).
Table of Contents
10
.24
2002 Bonus SWAPA Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registration Statement on
Form S-8
(File
No. 333-98761)).
10
.25
2002 SWAPIA Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.2 to
Registration Statement on
Form S-8
(File
No. 333-100862)).
10
.26
2002 Mechanics Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 4.2 to
Registration Statement on
Form S-8
(File
No. 333-100862)).
10
.27
2002 Ramp, Operations,
Provisioning and Freight Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 10.27 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)).
10
.28
2002 Customer Service/Reservations
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.28 to Southwests Annual Report on
Form 10-K
for the year ended December 31, 2002 (File
No. 1-7259)));
Amendment No. 1 to 2002 Customer Service/Reservations
Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 4.3 to Registration Statement on
Form S-8
(File
No. 333-104245)).
10
.29
2003 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.3 to
Southwests Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 (File
No. 1-7259)).
14
Code of Ethics (incorporated by
reference to Exhibit 14.1 to Southwests Current
Report on
Form 8-K
dated November 16, 2006 (File
No. 1-7259)).
21
Subsidiaries of Southwest
(incorporated by reference to Exhibit 22 to
Southwests Annual Report on
Form 10-K
for the year ended December 31, 1997 (File
No. 1-7259)).
23
Consent of Ernst & Young
LLP, Independent Registered Public Accounting Firm.
31
.1
Rule 13a-14(a)
Certification of Chief Executive Officer.
31
.2
Rule 13a-14(a)
Certification of Chief Financial Officer.
32
Section 1350 Certification of
Chief Executive Officer and Chief Financial Officer.
P.A.
No. 1810
K/SWA |
SA-51-1 |
THE BOEING COMPANY | SOUTHWEST AIRLINES CO. | |||||||
By:
|
/s/ Shinko Wiles | By: | /s/ Scott Topping | |||||
|
||||||||
|
Its: Attorney-In-Fact | Its: VP Treasurer |
P.A.
No. 1810
K/SWA |
SA-51-2 |
Page | SA | |||||
Number | Number | |||||
ARTICLES | ||||||
|
||||||
1.
|
Subject Matter of Sale | 1-1 | SA-13 | |||
|
||||||
2.
|
Delivery, Title and Risk of Loss | 2-1 | SA-28 | |||
|
||||||
3.
|
Price of Aircraft | 3-1 | SA-47 | |||
|
||||||
4.
|
Taxes | 4-1 | ||||
|
||||||
5.
|
Payment | 5-1 | ||||
|
||||||
6.
|
Excusable Delay | 6-1 | ||||
|
||||||
7.
|
Changes to the Detail Specification | 7-1 | SA-1 | |||
|
||||||
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
K/SWA |
i | SA-51 |
P.A.
No. 1810
K/SWA |
ii | SA-51 |
SA | ||||
Number | ||||
|
||||
RESTRICTED LETTER AGREEMENTS | ||||
|
||||
6-1162-RLL-932R2
|
Promotional Support | SA-13 | ||
|
||||
6-1162-RLL-933R20
|
*** | SA-47 | ||
|
||||
6-1162-RLL-934R3
|
Disclosure of Confidential Information | SA-14 | ||
|
||||
6-1162-RLL-935R1
|
Performance Guarantees | SA-1 | ||
|
||||
6-1162-NIW-890
|
***- | SA-39 | ||
|
||||
6-1162-RLL-936R4
|
Certain Contractual Matters | SA-4 | ||
|
||||
6-1162-RLL-937
|
Alternate Advance Payment Schedule | |||
|
||||
6-1162-RLL-938
|
*** | |||
|
||||
6-1162-RLL-939R1
|
Certification Flight Test Aircraft | SA-1 | ||
|
||||
6-1162-RLL-940R1
|
Training Matters | SA-1 | ||
|
||||
6-1162-RLL-941R2
|
Other Matters | SA-13 | ||
|
||||
6-1162-RLL-942
|
Open Configuration Matters | |||
|
||||
6-1162-RLL-943R1
|
Substitution Rights | SA-6 | ||
|
||||
6-1162-RLL-944
|
Airframe Maintenance Material Cost Protection Program | |||
|
||||
6-1162-RLL-945
|
Comparison of 737-7H4 and 737-3H4 Block Fuel Burn | |||
|
||||
6-1162-RLL-1855R3
|
Additional Contractual Matters | SA-4 | ||
|
||||
6-1162-RLL-1856
|
*** | SA-1 | ||
|
||||
6-1162-RLL-1857
|
Service Ready Validation Program Field Test | SA-1 | ||
|
||||
6-1162-RLL-1858R1
|
Escalation Matters | SA-4 |
P.A.
No. 1810
K/SWA |
iii | SA-51 |
SA | ||||
Number | ||||
|
||||
RESTRICTED LETTER AGREEMENTS | ||||
|
||||
6-1162-RLL-2036
|
Amortization of Costs for Customer Unique Changes | SA-1 | ||
|
||||
6-1162-RLL-2037
|
Reconciliation of the Aircraft Basic Price | SA-1 | ||
|
||||
6-1162-RLL-2073
|
Maintenance Training Matters | SA-1 | ||
|
||||
6-1162-KJJ-054R1
|
Business Matters | |||
|
||||
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 | ||
|
||||
6-1162-KJJ-058
|
Additional Substitution Rights | SA-13 | ||
|
||||
6-1162-KJJ-150
|
Flight Control Computer & Mode Control Panel Spares Matter | SA-14 | ||
|
||||
6-1162-MSA-185R3
|
Delivery Change Contractual Matters | SA-21 | ||
|
||||
6-1162-JMG-669R7
|
*** | SA-47 | ||
|
||||
|
*** | SA-51 | ||
|
||||
6-1162-JMG-747R1
|
*** | SA-36 | ||
|
||||
6-1162-CHL-217
|
Rescheduled Flight Test Aircraft | SA-32 | ||
|
||||
6-1162-NIW-606R1
|
*** | SA-36 | ||
|
||||
6-1162-NIW-640
|
Early Delivery of Two April 2004 Aircraft | SA-35 | ||
|
||||
6-1162-NIW-889
|
Warranty — Exterior Color Schemes and Markings for YA143 and on | SA-39 | ||
|
||||
6-1162-NIW-1142
|
*** | SA-43 | ||
|
||||
6-1162-NIW-1369
|
*** | SA-46 |
P.A.
No. 1810
K/SWA |
iv | SA-51 |
Base Aircraft | Special | Aircraft | Base Year | |||||||||||||
Price | Features | Basic Price | Dollars | |||||||||||||
Block A, B, C, D & E Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block F & G Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block H Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block I Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block J Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block K Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block K-W Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block L Aircraft
|
*** | *** | *** | July 1992 | ||||||||||||
Block T Aircraft
|
*** | *** | *** | July 1999 | ||||||||||||
Block T-W Aircraft
|
*** | *** | *** | July 1999 | ||||||||||||
Block T-W-1 / T-W-1a Aircraft
|
*** | *** | *** | July 1999 | ||||||||||||
Block T-W-2 / T-W-2a Aircraft
|
*** | *** | *** | July 1999 |
Escalation Estimate | ||||||||||
Delivery | Number of | Aircraft | Adv Payment Base | |||||||
Date | Aircraft | Block | Price Per A/P | Serial Number | ||||||
Dec-2000
|
2 | E | *** | |||||||
Jan-2001
|
1 | E | *** | |||||||
Feb-2001
|
1 | E | *** | |||||||
Mar-2001
|
2 | E | *** | |||||||
Jun-2001
|
3 | E | *** | |||||||
Sep-2001
|
3 | E | *** | |||||||
Oct-1998
|
1 | F | *** | |||||||
Nov-1998
|
2 | F | *** | |||||||
Dec-1998
|
2 | F | *** | |||||||
Mar-1999
|
2 | G | *** |
SWA
|
Page 1 | SA-51 |
Escalation Estimate | ||||||||||
Delivery | Number of | Aircraft | Adv Payment Base | |||||||
Date | Aircraft | Block | Price Per A/P | Serial Number | ||||||
Jun-1999
|
2 | H | *** | |||||||
Jul-1999
|
1 | H | *** | |||||||
Aug-1999
|
1 | H | *** | |||||||
Sep-1999
|
2 | H | *** | |||||||
Oct-1999
|
1 | H | *** | |||||||
Mar-2000
|
1 | H | *** | |||||||
Apr-2000
|
2 | H | *** | |||||||
Sep-2000
|
1 | H | *** | |||||||
Oct-2000
|
2 | H | *** | |||||||
Mar-2001
|
2 | H | *** | |||||||
Apr-2001
|
1 | H | *** | |||||||
Oct-2001
|
3 | H | *** | |||||||
Nov-2001
|
2 | I | *** | |||||||
Dec-2001
|
1 | I | *** | |||||||
Jan-2002
|
1 | I | *** | |||||||
Mar-2002
|
4 | I | *** | |||||||
Apr-2002
|
2 | I | *** | |||||||
Dec-2002
|
2 | I | *** | |||||||
May-2003
|
1 | I | *** | |||||||
Jun-2003
|
2 | I | *** | |||||||
Jul-2003
|
1 | I | *** | |||||||
Aug-2003
|
1 | I | *** | |||||||
Sep-2003
|
3 | I | *** | |||||||
Nov-2002
|
1 | J | *** | |||||||
Dec-2002
|
1 | J | *** | |||||||
Nov-2003
|
2 | J | *** | |||||||
Dec-2003
|
2 | J | *** | |||||||
Mar-2004
|
1 | J | *** | |||||||
Mar-2004
|
1 | K | *** | |||||||
Apr-2004
|
3 | K | *** | |||||||
May-2004
|
1 | K | *** | |||||||
Jun-2004
|
2 | K | *** | |||||||
Jul-2004
|
2 | K | *** | |||||||
Sep-2004
|
1 | K-W | *** | |||||||
Oct-2004
|
4 | K-W | *** | |||||||
Oct-1999
|
1 | L | *** | |||||||
Nov-1999
|
2 | L | *** | |||||||
Dec-1999
|
1 | L | *** | |||||||
Jun-2000
|
3 | L | *** | |||||||
Jul-2000
|
3 | L | *** | |||||||
Sep-2000
|
1 | L | *** | |||||||
Oct-2000
|
1 | L | *** | |||||||
Nov-2000
|
4 | L | *** | |||||||
Dec-2000
|
1 | L | *** | |||||||
Jan-2001
|
1 | L | *** | |||||||
Feb-2001
|
1 | L | *** | |||||||
Jul-2001
|
1 | L | *** | |||||||
Sep-2001
|
1 | L | *** | |||||||
Oct-2001
|
1 | L | *** | |||||||
Mar-2003
|
2 | L | *** | |||||||
Jul-2003
|
1 | L | *** | |||||||
Aug-2003
|
2 | L | *** |
SWA
|
Page 2 | SA-51 |
Escalation Estimate | ||||||||||||||
Delivery | Number of | Aircraft | Adv Payment Base | |||||||||||
Date | Aircraft | Block | Price Per A/P | Serial Number | ||||||||||
Nov-2001
|
1 | T | *** | |||||||||||
Feb-2002
|
1 | T | *** | |||||||||||
Jan-2004
|
2 | T | *** | |||||||||||
Feb-2004
|
1 | T | *** | |||||||||||
Apr-2004
|
3 | T | *** | |||||||||||
May-2004
|
1 | T | *** | |||||||||||
Jun-2004
|
6 | T | *** | |||||||||||
Jul-2004
|
2 | T | *** | |||||||||||
Aug-2004
|
6 | T-W | *** | |||||||||||
Sep-2004
|
4 | T-W | *** | |||||||||||
Oct-2004
|
0 | T-W | *** | |||||||||||
Nov-2004
|
3 | T-W | *** | |||||||||||
Dec-2004
|
3 | T-W | *** | |||||||||||
Jan-2005
|
5 | T-W | *** | |||||||||||
Feb-2005
|
3 | T-W | *** | |||||||||||
Mar-2005
|
4 | T-W | *** | |||||||||||
Apr-2005
|
4 | T-W | *** | |||||||||||
May-2005
|
2 | T-W | *** | |||||||||||
Jun-2005
|
4 | T-W | *** | |||||||||||
Jul-2005
|
2 | T-W | *** | |||||||||||
Aug-2005
|
2 | T-W | *** | |||||||||||
Sep-2005
|
3 | T-W | *** | |||||||||||
Oct-2005
|
2 | T-W | *** | |||||||||||
Nov-2005
|
2 | T-W | *** | |||||||||||
Dec-2005
|
1 | T-W | *** | |||||||||||
Jan-2006
|
1 | T-W | *** | |||||||||||
Feb-2006
|
4 | T-W | *** | |||||||||||
Mar-2006
|
3 | T-W | *** | |||||||||||
Apr-2006
|
2 | T-W | *** | |||||||||||
May-2006
|
5 | T-W-1 | *** | |||||||||||
Jun-2006
|
5 | T-W-1 | *** | |||||||||||
Jul-2006
|
3 | T-W-1 | *** | |||||||||||
Aug-2006
|
3 | T-W-1 | *** | |||||||||||
Sep-2006
|
3 | T-W-1 | *** | |||||||||||
Oct-2006
|
1 | T-W-1 | *** | |||||||||||
Nov-2006
|
2 | T-W-1 | *** | |||||||||||
Dec-2006
|
2 | T-W-1 | *** | |||||||||||
Jan-2007
|
2 | T-W-1 | *** | |||||||||||
Feb-2007
|
3 | T-W-1 | *** | |||||||||||
Mar-2007
|
2 | T-W-1 | *** | |||||||||||
Apr-2007
|
3 | T-W-1 | *** | |||||||||||
May-2007
|
3 | T-W-1 | *** | |||||||||||
Jun-2007
|
2 | T-W-1 | *** | |||||||||||
Jun-2007
|
1 | T-W-1a | *** | 36528 | ||||||||||
Jul-2007
|
2 | T-W-1 | *** | |||||||||||
Jul-2007
|
1 | T-W-1a | *** | 36610 | ||||||||||
Aug-2007
|
2 | T-W-1 | *** | |||||||||||
Aug-2007
|
3 | T-W-1a | *** | 36611, 36632 & 36633 | ||||||||||
Sep-2007
|
2 | T-W-1 | *** | |||||||||||
Sep-2007
|
1 | T-W-1a | *** | 36612 | ||||||||||
Oct-2007
|
2 | T-W-1 | *** | |||||||||||
Oct-2007
|
1 | T-W-1a | *** | 36613 |
SWA
|
Page 3 | SA-51 |
Escalation Estimate | ||||||||||||||
Delivery | Number of | Aircraft | Adv Payment Base | |||||||||||
Date | Aircraft | Block | Price Per A/P | Serial Number | ||||||||||
Nov-2007
|
2 | T-W-1 | *** | |||||||||||
Nov-2007
|
1 | T-W-1a | *** | 36614 | ||||||||||
Dec-2007
|
2 | T-W-1 | *** | |||||||||||
Dec-2007
|
1 | T-W-1a | *** | 36615 | ||||||||||
Jan-2008
|
1 | T-W-1 | *** | |||||||||||
Jan-2008
|
2 | T-W-1a | *** | 36616 & 36617 | ||||||||||
Jan-2008
|
1 | T-W-2 | *** | 36887 | ||||||||||
Feb-2008
|
1 | T-W-1 | *** | |||||||||||
Feb-2008
|
3 | T-W-1a | *** | 36618, 36619 & 36620 | ||||||||||
Mar-2008
|
1 | T-W-1 | *** | |||||||||||
Mar-2008
|
2 | T-W-1a | *** | 36621 & 36622 | ||||||||||
Mar-2008
|
1 | T-W-2 | *** | 36888 | ||||||||||
Apr-2008
|
1 | T-W-1 | *** | |||||||||||
Apr-2008
|
2 | T-W-1a | *** | 36623 & 36624 | ||||||||||
May-2008
|
1 | T-W-1 | *** | |||||||||||
May-2008
|
2 | T-W-1a | *** | 36625 & 36626 | ||||||||||
Jun-2008
|
1 | T-W-1 | *** | |||||||||||
Jun-2008
|
2 | T-W-1a | *** | 36627 & 36628 | ||||||||||
Jul-2008
|
2 | T-W-2a | *** | |||||||||||
Aug-2008
|
1 | T-W-2a | *** | |||||||||||
Sep-2008
|
1 | T-W-2a | *** | |||||||||||
Oct-2008
|
2 | T-W-2a | *** | |||||||||||
Nov-2008
|
2 | T-W-2a | *** | |||||||||||
Dec-2008
|
1 | T-W-2a | *** | |||||||||||
Jan-2009
|
1 | T-W-2a | *** | |||||||||||
Feb-2009
|
2 | T-W-2a | *** | |||||||||||
Mar-2009
|
2 | T-W-2a | *** | |||||||||||
Apr-2009
|
2 | T-W-2a | *** | |||||||||||
May-2009
|
2 | T-W-2a | *** | |||||||||||
Jun-2009
|
2 | T-W-2a | *** | |||||||||||
Jul-2009
|
2 | T-W-2a | *** | |||||||||||
Aug-2009
|
1 | T-W-2a | *** | |||||||||||
Sep-2009
|
1 | T-W-2a | *** | |||||||||||
Oct-2009
|
1 | T-W-2a | *** | |||||||||||
Nov-2009
|
1 | T-W-2a | *** | |||||||||||
Dec-2009
|
1 | T-W-2a | *** | |||||||||||
Jan-2010
|
1 | T-W-2a | *** | |||||||||||
Feb-2010
|
1 | T-W-2a | *** | |||||||||||
Mar-2010
|
1 | T-W-2a | *** | |||||||||||
Apr-2010
|
1 | T-W-2a | *** | |||||||||||
May-2010
|
1 | T-W-2a | *** | |||||||||||
Jun-2010
|
1 | T-W-2a | *** | |||||||||||
Jul-2010
|
1 | T-W-2a | *** | |||||||||||
Aug-2010
|
1 | T-W-2a | *** | |||||||||||
Sep-2010
|
1 | T-W-2a | *** | |||||||||||
Oct-2010
|
1 | T-W-2a | *** | |||||||||||
Jan-2011
|
1 | T-W-2a | *** | |||||||||||
Feb-2011
|
1 | T-W-2a | *** | |||||||||||
Mar-2011
|
1 | T-W-2a | *** | |||||||||||
Apr-2011
|
1 | T-W-2a | *** | |||||||||||
May-2011
|
1 | T-W-2a | *** | |||||||||||
Jun-2011
|
1 | T-W-2a | *** |
SWA
|
Page 4 | SA-51 |
Escalation Estimate | ||||||||||
Delivery | Number of | Aircraft | Adv Payment Base | |||||||
Date | Aircraft | Block | Price Per A/P | Serial Number | ||||||
Jul-2011
|
1 | T-W-2a | *** | |||||||
Aug-2011
|
1 | T-W-2a | *** | |||||||
Sep-2011
|
1 | T-W-2a | *** | |||||||
Oct-2011
|
1 | T-W-2a | *** | |||||||
Jan-2012
|
1 | T-W-2a | *** | |||||||
Feb-2012
|
1 | T-W-2a | *** | |||||||
Mar-2012
|
1 | T-W-2a | *** | |||||||
Apr-2012
|
1 | T-W-2a | *** | |||||||
May-2012
|
1 | T-W-2a | *** | |||||||
Jun-2012
|
1 | T-W-2a | *** | |||||||
Jul-2012
|
1 | T-W-2a | *** | |||||||
Aug-2012
|
1 | T-W-2a | *** | |||||||
Sep-2012
|
1 | T-W-2a | *** | |||||||
Oct-2012
|
1 | T-W-2a | *** |
SWA
|
Page 5 | SA-51 |
Base Aircraft
Price |
Special
Features |
Aircraft
Basic Price |
||||||||||
|
||||||||||||
Block U Option Aircraft
|
*** | *** | *** | |||||||||
|
||||||||||||
(without Winglets)
|
||||||||||||
Block U-W Option
Aircraft
|
*** | *** | *** | |||||||||
|
||||||||||||
(with Winglets)
|
||||||||||||
Block U-W-1 Option
Aircraft
|
*** | *** | *** |
Delivery of
Purchase Right
Aircraft:
|
Quantity 54 | |
Delivery Period of
Purchase Right
Aircraft:
|
Complete delivery not later than Dec. 31, 2014 | |
Condition of Offer for
Purchase Right
Aircraft:
|
Subject to Available Position | |
|
||
Remaining Option
|
||
Aircraft:
|
114 |
Aircraft | Number of | Option | Adv Payment Base | |||||||
Delivery | Option | Aircraft | Price Per | |||||||
Mo. & Yr. | Aircraft | Block | Option Aircraft | Option Exercise | ||||||
Jul-2008
|
2 | U-W-1 | *** | March 1, 2007 | ||||||
Aug-2008
|
1 | U-W-1 | *** | April 2, 2007 | ||||||
Dec-2008
|
1 | U-W-1 | *** | August 1, 2007 | ||||||
Jan-2009
|
3 | U-W-1 | *** | September 3, 2007 | ||||||
Mar-2009
|
3 | U-W-1 | *** | November 1, 2007 | ||||||
Apr-2009
|
2 | U-W-1 | *** | December 3, 2007 | ||||||
May-2009
|
1 | U-W-1 | *** | January 1, 2008 | ||||||
Jun-2009
|
1 | U-W-1 | *** | February 1, 2008 | ||||||
Jul-2009
|
2 | U-W-1 | *** | March 3, 2008 | ||||||
Aug-2009
|
2 | U-W-1 | *** | April 1, 2008 | ||||||
Sep-2009
|
1 | U-W-1 | *** | May 1, 2008 | ||||||
Oct-2009
|
1 | U-W-1 | *** | June 2, 2008 | ||||||
Nov-2009
|
1 | U-W-1 | *** | July 1, 2008 |
SWA | Page 1 | SA-51 |
(Letter Agreement No. 6-1162-RLL-933R19)
Option Aircraft Information Table
Aircraft
Number of
Option
Adv Payment Base
Delivery
Option
Aircraft
Price Per
Mo. & Yr.
Aircraft
Block
Option Aircraft
Option Exercise
1
U-W-1
***
August 1, 2008
3
U-W-1
***
September 1, 2008
3
U-W-1
***
October 1, 2008
2
U-W-1
***
November 3, 2008
3
U-W-1
***
December 1, 2008
3
U-W-1
***
January 1, 2009
3
U-W-1
***
February 2, 2009
2
U-W-1
***
March 2, 2009
2
U-W-1
***
April 1, 2009
2
U-W-1
***
May 1, 2009
3
U-W-1
***
June 1, 2009
3
U-W-1
***
July 1, 2009
3
U-W-1
***
August 3, 2009
3
U-W-1
***
September 1, 2009
3
U-W-1
***
October 1, 2009
2
U-W-1
***
November 2, 2009
3
U-W-1
***
December 1, 2009
3
U-W-1
***
January 1, 2010
3
U-W-1
***
February 1, 2010
2
U-W-1
***
March 1, 2010
2
U-W-1
***
April 1, 2010
2
U-W-1
***
May 3, 2010
2
U-W-1
***
June 1, 2010
3
U-W-1
***
July 1, 2010
2
U-W-1
***
August 2, 2010
3
U-W-1
***
September 1, 2010
3
U-W-1
***
October 1, 2010
2
U-W-1
***
November 1, 2010
3
U-W-1
***
December 1, 2010
3
U-W-1
***
January 3, 2011
3
U-W-1
***
February 1, 2011
2
U-W-1
***
March 1, 2011
2
U-W-1
***
April 1, 2011
2
U-W-1
***
May 2, 2011
2
U-W-1
***
June 1, 2011
3
U-W-1
***
July 1, 2011
2
U-W-1
***
August 1, 2011
SWA
Page 2
SA-51
Attachment A to 6-1162-JMG-669R7
SA51
- 2 -
SOUTHWEST AIRLINES CO. | ||||||
|
||||||
|
By: | /s/ Gary C. Kelly | ||||
|
||||||
|
Gary C. Kelly, Chief Executive Officer | |||||
|
||||||
ATTEST:
|
||||||
|
||||||
/s/ Deborah Ackerman
|
||||||
|
- 3 -
STATE OF TEXAS
|
§ | |||
|
§ | |||
COUNTY OF DALLAS
|
§ |
|
/s/ Teri Lee Lambert | |||
|
|
- 4 -
2
3
4
5
6
7
8
Hurricane Katrina
|
August 28, 2005 | |||
Hurricane Rita
|
September 23, 2005 | |||
Hurricane Wilma
|
October 23, 2005 |
9
10
11
SOUTHWEST AIRLINES CO. | ||||||
|
||||||
|
By: | /s/ Gary C. Kelly | ||||
|
||||||
|
Gary C. Kelly, Chief Executive Officer | |||||
|
||||||
ATTEST:
|
||||||
|
||||||
/s/ Deborah Ackerman
|
12
STATE OF TEXAS
|
§ | |||
|
§ | |||
COUNTY OF DALLAS
|
§ |
|
/s/ Teri Lee Lambert
|
13
Date: January 31, 2007 | By: | /s/ Gary C. Kelly | ||
Gary C. Kelly | ||||
Chief Executive Officer and Vice Chairman of the Board of Directors |
Date: January 31, 2007 | By: | /s/ Laura H. Wright | ||
Laura H. Wright | ||||
Chief Financial Officer |
Date:
January 31, 2007
|
By | /s/ Gary C. Kelly | ||
|
||||
|
Gary C. Kelly | |||
|
Chief Executive Officer and | |||
|
Vice Chairman of the Board of Directors | |||
|
||||
|
By | /s/ Laura H. Wright | ||
|
||||
|
Laura H. Wright | |||
|
Chief Financial Officer |