Southwest Airlines 2008 Annual Report Download

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Consolidated Highlights (GAAP)
(Dollars In Millions, Except Per Share Amounts) 2008 2007 CHANGE
Operating revenues $11,023 $9,861 11.8 %
Operating expenses $10,574 $9,070 16.6 %
Operating income $449 $791 (43.2) %
Operating margin 4.1 % 8.0 % (3.9) pts.
Net income $178 $645 (72.4) %
Net margin 1.6 % 6.5 % (4.9) pts.
Net income per share——basic $.24 $.85 (71.8) %
Net income per share——diluted $.24 $.84 (71.4) %
Stockholders’ equity $4,953 $6,941 (28.6) %
Return on average stockholders’ equity 3.0 % 9.6 % (6.6) pts.
Stockholders’ equity per common share outstanding $6.69 $9.44 (29.1) %
Revenue passengers carried 88,529,234 88,713,472 (0.2) %
Revenue passenger miles (RPMs) (000s) 73,491,687 72,318,812 1.6 %
Available seat miles (ASMs) (000s) 103,271,343 99,635,967 3.6 %
Passenger load factor 71.2 % 72.6 % (1.4) pts.
Passenger revenue yield per RPM 14.35 ¢ 13.08 ¢ 9.7 %
Operating revenue yield per ASM 10.67 ¢ 9.90 ¢ 7.8 %
Operating expenses per ASM 10.24 ¢ 9.10 ¢ 12.5 %
Size of eet at yearend 537 520 3.3 %
Fulltime equivalent Employees at yearend 35,499 34,378 3.3 %
1.6%
2.7%
$178
$294
$700
$600
$500
$400
$300
$200
$215$248
$484
$425
$499
$578
$645
$471
Net Margin GAAP
10%
8%
6%
4%
2%
non-GAAP
See table for a reconciliation of non-GAAP to GAAP results.
Net Income (in millions) GAAP non-GAAP
See table for a reconciliation of non-GAAP to GAAP results.
Reconciliation of Reported Amounts to non-GAAP Items
(See Note on page 14.) (unaudited)
(in millions)
$215 $484 $499
Net income, as reported $178
$645
-(9)
22
Other net 23 (12)
$471
$425 $578$248 $294
Net income——non-GAAP
2004 2005 2006 2007 2008
20042005 2006 2007 2008 2004 2005 2006 2007 2008
3.3%3.8%
5.5%
6.4%5.6% 6.5% 6.5%
4.8% 8811 (59)
Impact of fuel contracts, net 128(197)
Southwest Airlines Co. (SWA) provides single-class, comfortable air transportation, which targets both business and leisure
travelers. SWA is a profitable, highly efficient, high-quality airline with a schedule that fits our Customers’ needs. Our warm, caring,
and spirited Employees deliver an outstanding Customer Experience for our Valued Customers. The Company, incorporated
in Texas, commenced Customer Service on June 18, 1971, with three Boeing 737 aircraft serving three Texas cities— —Dallas,
Houston, and San Antonio. At yearend 2008, Southwest operated 537 Boeing 737 aircraft and provided service to 64 airports
in 32 states throughout the United States. Southwest has one of the lowest operating cost structures in the domestic airline
industry and consistently offers low and simple fares. We currently offer 3,200+ flights a day. Southwest has had the best
cumulative Customer Satisfaction record among airlines for the last 18 years that the Department of Transportation has kept
these statistics. LUV is our stock exchange symbol, selected to represent both our home at Dallas Love Field and the unique,
warm, and LUVing relationships among Employees, Shareholders, and Customers.

Table of contents

  • Page 1
    ...We currently offer 3,200+ flights a day. Southwest has had the best cumulative Customer Satisfaction record among airlines for the last 18 years that the Department of Transportation has kept these statistics. LUV is our stock exchange symbol, selected to represent both our home at Dallas Love Field...

  • Page 2
    ... C. Barrett, a Founding Employee and President Emeritus of Southwest Airlines, who served as a member of the Board of Directors from 2001 to May 2008; Corporate Secretary from March 1978 to May 2008; Vice President Administration from 1986 through 1990; Executive Vice President Customers from 1990...

  • Page 3
    ... the rapid surge then collapse of jet fuel prices, despite a worldwide credit crisis, and despite the worst recession in many decades, Southwest Airlines was well prepared. We were profitable for the 36th consecutive year, a record unmatched in commercial airline history. Our 2008 net income was...

  • Page 4
    ... construction. We have implemented new airport technology and are in the process of implementing new back-office revenue-related systems. Construction continues for an updated southwest.com® and Rapid Rewards ® program, each designed to generate greater ancillary revenues as well as augment our...

  • Page 5
    ... consecutive annual profitability record. We were able to continue improving the Customer Experience; substantially grow our revenues; efficiently expand our route map; continue to nurture our unique Corporate Culture; and continue our focus on safe, low-cost operations. The Customer Zone: Creating...

  • Page 6
    SOU TH WEST A I R L I N ES CO. A N N UA L R E PO RT 20 0 8 5 NO WINDOW OR AISLE SEAT FEE

  • Page 7
    ...54 220 Purchase Rights - Total 13* 2004 2005 2006 2007 2008 Aircraft Utilization (hours and minutes per day) 2004 2005 2006 2007 2008 Fleet Size (at yearend) Boeing 737-700 Firm Orders, Options, and Purchase Rights *Currently plan to reduce fleet by 15 aircraft, resulting in a 2009 net reduction...

  • Page 8
    SOU TH WEST A I R L I N ES CO. A N N UA L R E PO RT 20 0 8 7 NO CURBSIDE CHECKIN FEE

  • Page 9
    ... efficient flight plans and reduced fuel burn and carbon emissions. These efforts substantially reduce our costs and demonstrate our dedication to our environment. Although economic times are difficult, we believe Southwest remains the best positioned airline in America with a strong balance sheet...

  • Page 10
    ... city growth in the Company's history, and in 2008, we added nonstop flights to 13 destinations to bring the Mile High City to 115 daily flights to 32 nonstop destinations at yearend. Based on the uncertain economic environment, Southwest has halted its fleet growth plans for 2009. We currently plan...

  • Page 11
    ... Corporate Blog Nuts About Southwest second year in a row PR News, October 2008 Cargo operation honored with Quest for Quality Award Logistics magazine, August 2008 Top Shareholder Friendly Companies Institutional Investor magazine, March 2009 Best Domestic Airline Customer Service Executive Travel...

  • Page 12
    SOU TH WEST A I R L I N ES CO. A N N UA L R E PO RT 20 0 8 11 NO PHONE RESERVATION FEE

  • Page 13
    ...`\[! for the 12 months ended September 0, 2008 Fk_\i:Xii`\ij +' Jflk_n\jk -' N\jk *.

  • Page 14
    ... Stock Price Ranges and Dividends Southwest's common stock is listed on the New York Stock Exchange and is traded under the symbol LUV. The high, low, and close sales prices of the common stock on the Composite Tape and the quarterly dividends per share paid on the common stock were: PERIOD 2008...

  • Page 15
    ... Cash dividends per common share Total assets Long-term debt less current maturities Stockholders' equity CONSOLIDATED FINANCIAL RATIOS Return on average total assets Return on average stockholders' equity Operating margin Net margin CONSOLIDATED OPERATING STATISTICS Revenue passengers carried...

  • Page 16
    ...-Looking Statements. This Annual Report contains forward-looking statements relating to the Company's operations and business outlook and related financial and operational strategies and goals. Specific forward-looking statements include statements relating to (i) the Company's revenue and cost...

  • Page 17
    .../ shareowner_services STOCK EXCHANGE LISTING New York Stock Exchange Ticker Symbol: LUV SOUTHWEST AIRLINES CO. GENERAL OFFICES P.O. Box 36611 Dallas, Texas 75235-1611 FINANCIAL INFORMATION A copy of the Company's Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission...

  • Page 18
    ... 2008, the last trading day of the registrant's most recently completed second fiscal quarter. Number of shares of common stock outstanding as of the close of business on January 28, 2009: 740,146,494 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Company's Annual...

  • Page 19
    ...II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities ...Item 6. Selected Financial Data ...Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ...Liquidity and Capital Resources ...Off-Balance Sheet...

  • Page 20
    ... measured by the number of originating passengers boarded and the number of scheduled domestic departures. Southwest commenced Customer Service on June 18, 1971, with three Boeing 737 aircraft serving three Texas cities - Dallas, Houston, and San Antonio. As of December 31, 2008, Southwest operated...

  • Page 21
    ...did not restrict flights operated with aircraft having 56 or fewer passenger seats, nor did it restrict Southwest's intrastate Texas flights or its air service to or from points other than Dallas Love Field. In 2006, Southwest entered into an agreement with the City of Dallas, the City of Fort Worth...

  • Page 22
    ...process Customers efficiently and restore the airport experience. Southwest's Automated Boarding Passes and self service kiosks have reduced the number of lines in which a Customer must wait and, during 2008, Southwest introduced priority security lane access for its Business Select and Rapid Reward...

  • Page 23
    ... airline Customer Service practices. Operating Strategies and Marketing During 2008, Southwest continued to implement and promote initiatives designed to enhance Customer Service and improve future revenues. Southwest's general operating strategies and specific offerings and related initiatives...

  • Page 24
    ... developed to increase options and improve productivity for the business traveler. Customers who purchase the Business Select fare are allowed to be among the first Customers to board the aircraft. They also receive extra Rapid Rewards frequent flyer credit for the flight and a free drink. Southwest...

  • Page 25
    ...for future travel. Since the inception of Rapid Rewards in 1987, approximately 16 percent of all fully earned Award Tickets have expired without being used. The number of Companion Passes outstanding at December 31, 2008 and 2007 was approximately 67,000 and 65,000, respectively. Southwest currently...

  • Page 26
    ... increasing number of Customers traveling without cash and increasing efficiencies. In addition, it allows for ancillary revenues through an increased offering of food and beverage services. Southwest.com; GDS Participation and Corporate Travel Account Efforts Southwest was the first major airline...

  • Page 27
    ... increase Southwest's operational efficiencies and Customer Service capabilities. Southwest is also working to replace its back office accounting systems, payroll system, and human resource information system, with a goal of completion sometime in late 2009 or early 2010. Competition The airline...

  • Page 28
    ... 2008, Southwest had 35,499 active fulltime equivalent Employees, consisting of 15,483 flight, 2,528 maintenance, 12,365 ground, Customer, and fleet service, and 5,123 management, accounting, marketing, and clerical personnel. The Railway Labor Act ("RLA") establishes the right of airline employees...

  • Page 29
    ... to this report. Additionally, in 2008 Southwest's Chief Executive Officer certified to the New York Stock Exchange ("NYSE") that he was not aware of any violation by Southwest of the NYSE's corporate governance listing standards. DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION Some statements in...

  • Page 30
    .... Southwest's operations and the airline industry in general are particularly sensitive to changes in economic conditions. Unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures, and increased business operating costs can...

  • Page 31
    ..., ticketing, revenue accounting, payroll, and financial reporting areas. Systems and technology are also crucial to the timely and effective implementation of Southwest's revenue initiatives. 12 As discussed above under "Business - Operating Strategies and Marketing - Management Information Systems...

  • Page 32
    ...other elements of airline and airport security are now overseen and performed by federal employees, including federal security managers, federal law enforcement officers, and federal air marshals. Enhanced security procedures, including enhanced security screening of passengers, baggage, cargo, mail...

  • Page 33
    ... 31, 2008: 737 Type Seats Average Age (Yrs) Number of Aircraft Number Owned Number Leased -300 ...-500 ...-700 ...Totals ... 137 122 137 17.4 17.7 5.3 10.1 185 25 327 537 112 16 318 446 73 9 9 91 In total, at January 22, 2009, the Company had firm orders, options and purchase rights for the...

  • Page 34
    ...and Services Southwest leases terminal passenger service facilities at each of the airports it serves, to which it has made various leasehold improvements. The Company leases the land and structures on a longterm basis for its maintenance centers (located at Dallas Love Field, Houston Hobby, Phoenix...

  • Page 35
    ... of the Board, President, & Chief Executive Officer Executive Vice President Strategy & Planning Executive Vice President Corporate Services & Corporate Secretary Executive Vice President & Chief Operating Officer Senior Vice President Marketing & Revenue Management Senior Vice President Finance...

  • Page 36
    ...'s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Southwest's common stock is listed on the New York Stock Exchange and is traded under the symbol "LUV." The following table shows, for the periods indicated, the high and low sales prices per share of Southwest...

  • Page 37
    ... and is not necessarily indicative of future stock price performance. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG SOUTHWEST AIRLINES CO., S&P 500 INDEX, AND AMEX AIRLINE INDEX $200 Total Cumulative Return - Dollars $150 $100 $50 Southwest Airlines S&P 500 AMEX Airline $0 12/31/03 12/31...

  • Page 38
    ...Net income per share, diluted ...Cash dividends per common share ...Total assets at period-end ...Long-term obligations at period-end ...Stockholders' equity at period-end ...Operating Data: Revenue passengers carried ...Enplaned passengers ...Revenue passenger miles (RPMs) (000s) ...Available seat...

  • Page 39
    ... $992 million. Based on this liability at December 31, 2008 (and assuming no change to the fuel hedge portfolio), the Company's jet fuel costs per gallon would exceed market (or unhedged) prices by approximately $.16 to $.17 in each year from 2009 to 2011, $.10 in 2012, and $.08 in 2013. These...

  • Page 40
    ..., and plans to return from lease or retire a total of fifteen aircraft. Based on current plans, the Company's fleet is scheduled to total 535 737s by the end of 2009. Results of Operations 2008 compared with 2007 The Company's net income of $178 million ($.24 per share, diluted) in 2008 represented...

  • Page 41
    ... in passenger revenues. Despite carrying approximately the same number of passengers as 2007, the Company was able to generate an 11.8 percent increase in average fares. The Company raised fares several times during 2008 in an attempt to keep up with rapidly increasing jet fuel prices. This strategy...

  • Page 42
    ... Company's fuel hedging program. The majority of the remainder of the increase was due to higher airport costs and maintenance expense. As a result of higher fuel prices throughout much of 2008, the Company has continued its diligent focus on improving fuel efficiency and controlling non-fuel costs...

  • Page 43
    ... for SFAS 133 special hedge accounting. See Note 10 to the Consolidated Financial Statements. The 2008 increase in fuel prices was partially offset by steps the Company has taken to improve the fuel efficiency of its aircraft, its aircraft engines, and its flight plans and procedures. These steps...

  • Page 44
    ... in revenue-related costs associated with the 11.5 percent increase in passenger revenues (such as credit card processing fees). Taking into account the reclassification of fuel taxes into "Fuel and oil" expense as noted in Note 1 to the Consolidated Financial Statements, the Company currently...

  • Page 45
    ... ($.01 per share, diluted) net reduction related to the first quarter 2008 reversal of a 2007 revision in Illinois income tax laws. The 2007 rate included an $11 million addition to taxes from the enactment of the Illinois tax law. The Company currently expects its 2009 effective tax rate to be...

  • Page 46
    ...percent increase in available seat miles compared to 2006. The Company purchased a total of 37 new Boeing 737-700 aircraft during 2007, and added another two leased 737-700s from a previous owner, resulting in the addition of 39 aircraft for the year. The Company attempted to combat high fuel prices...

  • Page 47
    ... higher fuel prices, the Company intensified its focus on controlling non-fuel costs and continued to mitigate wage rate and benefit cost pressures through productivity and efficiency improvements. The Company's headcount per aircraft at December 31, 2007, was 66, versus a December 31, 2006 level of...

  • Page 48
    but the number of aircraft on operating lease increased by only two from 2006 to 2007. The Company added 37 purchased aircraft to its fleet during 2007, and leased two additional 737-700 aircraft. Landing fees and other rentals increased $65 million on a dollar basis and 5.7 percent on a per-ASM ...

  • Page 49
    ...related to the recurring expenses of operating the airline. Operating cash flows over the past three years have also been significantly impacted by the Company's fuel hedge positions and the significant fluctuation in fair value of those positions. During 2006, 2007, and the first ten months of 2008...

  • Page 50
    ...value (or market value) of the aircraft at the end of the lease terms. As of December 31, 2008, the Company operated 91 leased aircraft, of which 82 are operating leases. As prescribed by GAAP, assets and obligations under operating leases are not included in the Company's Consolidated Balance Sheet...

  • Page 51
    ...of these positions can fluctuate significantly based on forward market prices for crude oil, heating oil, and unleaded gasoline, the following table displays these estimated obligations as of December 31, 2008 (in millions): 2009 2010 2011 2012 2013 Total Fuel derivative obligations ...Available to...

  • Page 52
    ... the flight date has passed. These estimates are based on historical experience over many years. The Company and members of the airline industry have consistently applied this accounting method to estimate revenue from forfeited tickets at the date of travel. Estimated future refunds and exchanges...

  • Page 53
    ... experience and other data available at the time estimates were made. Financial Derivative Instruments The Company utilizes financial derivative instruments primarily to manage its risk associated with changing jet fuel prices, and accounts for them Aircraft and engines ...Aircraft parts ...Ground...

  • Page 54
    ..., related to its fuel hedging program, for the years from 2009 through 2013. The fair value of the Company's fuel hedging financial derivative instruments recorded on the Company's Consolidated Balance Sheet as of December 31, 2008, was a net liability of $992 million, compared to an asset of...

  • Page 55
    ... as transportation costs, that are stated in fuel purchasing contracts with its vendors, in order to estimate the actual price paid for jet fuel associated with each hedge. This methodology for estimating future cash flows (i.e., jet fuel prices) has been consistently applied during 2008, 2007, and...

  • Page 56
    ... plans related to employment contracts with the Chairman Emeritus of the Company. The Company accounts for share-based compensation in accordance with SFAS No. 123R, "Share-Based Payment," which requires companies to recognize the cost of Employee services received in exchange for awards of equity...

  • Page 57
    ... experience and other data available at the time estimates were made. Fair value measurements The Company adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157) effective January 1, 2008. The Company has determined that it utilizes unobservable (Level 3) inputs in...

  • Page 58
    ... risk in jet fuel required to operate its aircraft fleet, and market risk in the derivatives used to manage its fuel hedging program. The Company purchases jet fuel at prevailing market prices, but seeks to manage market risk through execution of a documented hedging strategy. The Company has market...

  • Page 59
    ...December 31, 2008, levels, except underlying futures prices. The Company's credit exposure related to fuel derivative instruments is represented by the fair value of contracts with a net positive fair value to the Company at the reporting date. At such times, these outstanding instruments expose the...

  • Page 60
    ... the Consolidated Financial Statements. Financial market risk The vast majority of the Company's assets are aircraft, which are long-lived. The Company's strategy is to maintain a conservative balance sheet and grow capacity steadily and profitably under the right conditions. While the Company uses...

  • Page 61
    ...-rate debt outstanding at December 31, 2008, an increase in rates would have a net negative effect on the Company's earnings and cash flows, while a decrease in rates would have a net positive effect on the Company's earnings and cash flows. However, a ten percent change in market rates would...

  • Page 62
    ... as the underlying fuel derivative instruments settle-including by approximately $244 million in 2009. The Company currently has processing agreements with organizations that process credit card transactions arising from purchases of air travel tickets by its Customers utilizing American Express...

  • Page 63
    ... Data SOUTHWEST AIRLINES CO. CONSOLIDATED BALANCE SHEET December 31, 2008 2007 (In millions, except share data) ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Accounts and other receivables ...Inventories of parts and supplies, at cost ...Fuel derivative contracts...

  • Page 64
    SOUTHWEST AIRLINES CO. CONSOLIDATED STATEMENT OF INCOME Years Ended December 31, 2008 2007 2006 (In millions, except per share amounts) OPERATING REVENUES: Passenger ...Freight ...Other ...Total operating revenues ...OPERATING EXPENSES: Salaries, wages, and benefits ...Fuel and oil ...Maintenance ...

  • Page 65
    SOUTHWEST AIRLINES CO. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Years Ended December 31, 2008, 2007, and 2006 Accumulated Capital in other Common excess of Retained comprehensive Treasury Stock par value earnings income (loss) stock (In millions, except per share amounts) Total Balance at ...

  • Page 66
    SOUTHWEST AIRLINES CO. CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2008 2007 2006 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ...$ 178 $ 645 $ 499 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ......

  • Page 67
    ... Accounts and other receivables are carried at cost. They primarily consist of amounts due from credit card companies associated with sales of tickets issued by major corporations and financial institutions, short-term securities issued by the U.S. Government, and certain auction rate securities...

  • Page 68
    ... in the market value of the longlived asset(s), a significant change in the long-lived asset's physical condition, and operating or cash flow 49 Aircraft and engine maintenance The cost of scheduled inspections and repairs and routine maintenance costs for all aircraft and engines are charged...

  • Page 69
    ... free travel under its Rapid Rewards frequent flyer program at the time an award is earned. The estimated incremental cost includes direct passenger costs such as fuel, food, and other operational costs, but does not include any contribution to overhead or profit. The Company also sells frequent...

  • Page 70
    ... become amendable and are currently in negotiations: Pilots, Flight Attendants, Ramp, Operations, Provisioning, and Freight Agents, Stock Clerks, and Customer Service and Reservations Agents. The Company reached a Tentative Agreement with its Mechanics during fourth quarter 2008, and the agreement...

  • Page 71
    ... the Company's future earnings. However, the Company does not believe the proposed amendment would have a significant impact on the economic benefit provided by its hedging activities or its decision to utilize derivative instruments in managing its risk associated with changing jet fuel prices. The...

  • Page 72
    ... ATA and the Company. Operating revenues from the Company's codeshare and marketing relationship with ATA were approximately $40 million in 2007 and $6 million in 2008. The Company offered assistance to all Customers who purchased a ticket on www.southwest.com and were scheduled to travel on ATA...

  • Page 73
    ... any time and was made to the Company at a cost that effectively offsets the interest earned on the auction rate security instruments. As a result of this callable feature, the loan is classified as a component of "Current maturities of long-term debt" in the accompanying Consolidated Balance Sheet...

  • Page 74
    ... utilized the proceeds from the issuance of the Pass Through Certificates for general corporate purposes. Prior to their issuance, the Company also entered into swap agreements to hedge the variability in interest rates on the Pass Through Certificates. The swap agreements were accounted for as cash...

  • Page 75
    ... to which they relate are reflected as liabilities in the Consolidated Balance Sheet. Outstanding letters of credit totaled $222 million at December 31, 2008. The net book value of the assets pledged as collateral for the Company's secured borrowings, primarily aircraft and engines, was $1.8 billion...

  • Page 76
    ... 2009. Total rental expense for operating leases, both aircraft and other, charged to operations in 2008, 2007, and 2006 was $527 million, $469 million, and $433 million, respectively. The majority of the Company's terminal operations space, as well as 82 aircraft, were under operating leases...

  • Page 77
    ...the Company's previously purchased derivatives. If prices rise, the Company no longer has the protection it had in place prior to reducing its hedge. The total net fair value of outstanding financial derivative instruments related to the Company's jet fuel market price risk at December 31, 2008, was...

  • Page 78
    ..., 2007, or 2006. Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the magnitude of the changes in fair market value of the Company's fuel derivatives and the recent volatility in the prices of refined products...

  • Page 79
    ...other comprehensive income (loss)" related to fuel hedges within the Consolidated Balance Sheet. 2008 2007 (In millions) Fair value of current fuel contracts(Accrued liabilities)/Fuel derivative contracts ...Fair value of noncurrent fuel contracts-(Other deferred liabilities)/Other assets ... $(246...

  • Page 80
    ...at December 31, 2008. See Note 7. Credit risk and collateral The Company's credit exposure related to fuel derivative instruments is represented by the fair value of contracts with a net positive fair value to the 61 Company at the reporting date. At such times, these outstanding instruments expose...

  • Page 81
    ... the U.S. Government. Other available-for-sale securities primarily consist of investments associated with the Company's Excess Benefit Plan. The Company's fuel derivative instruments consist of over-the-counter (OTC) contracts, which are not traded on a public exchange. These contracts include both...

  • Page 82
    ... with its Excess Benefit Plan consist of mutual funds that are publicly traded and for which market prices are readily available. All of the Company's auction rate security instruments are reflected at estimated fair value in the Consolidated Balance Sheet. At December 31, 2008, approximately $109...

  • Page 83
    ... Included in "Other assets" in the Consolidated Balance Sheet Based on market conditions, the Company changed its valuation methodology for auction rate securities to a discounted cash flow analysis during first quarter 2008. Accordingly, these securities changed from Level 1 to Level 3 within SFAS...

  • Page 84
    ...and hedging. Gains and losses (realized and unrealized) included in earnings related to other investments for the year ended December 31, 2008, are reported in "Other operating expenses." The carrying amounts and estimated fair values of the Company's long-term debt and fuel derivative contracts at...

  • Page 85
    ... plans related to employment contracts with the Chairman Emeritus of the Company. The Company accounts for sharebased compensation utilizing the fair value recognition provisions of SFAS No. 123R, "ShareBased Payment." The Consolidated Statement of Income for the years ended December 31, 2008, 2007...

  • Page 86
    ... under collective bargaining plans are non-qualified, granted at or above the fair market value of the Company's common stock on the date of grant, and generally have terms ranging from six to twelve years. Neither Executive Officers nor members of the Company's Board of Directors are eligible...

  • Page 87
    ... option pricing model. The following table provides the ranges of assumptions and weighted-average assumptions used for grants made under the fixed option plans for the current and prior years, as well as the range of fair values and weighted-average fair value of options granted for 2008, 2007, and...

  • Page 88
    ...the Company. These shares may be issued at a price equal to 90 percent of the market value at the end of each monthly purchase period. Common Stock purchases are paid for through periodic payroll deductions. For the years ended December 31, 2008, 2007, and 2006, participants under the plan purchased...

  • Page 89
    ... on Consolidated Balance Sheet ... $(101) $(88) (32) 1 31 (31) 3 28 $(101) $(88) The assumed healthcare cost trend rates have a significant effect on the amounts reported for the Company's plan. A one-percent change in all healthcare cost trend rates used in measuring the APBO at December 31, 2008...

  • Page 90
    ... ...DEFERRED TAX ASSETS: Fuel derivative instruments ...Deferred gains from sale and leaseback of aircraft ...Capital and operating leases ...Accrued employee benefits ...Stock-based compensation ...State taxes ...Business partner income ...Other ...Total deferred tax assets ...Net deferred...

  • Page 91
    ...: 2008 2007 2006 (In millions) Tax at statutory U.S. tax rates ...Nondeductible items ...State income taxes, net of federal benefit ...Other, net ...Total income tax provision ...No reserves for uncertain income tax positions have been recorded pursuant to FASB Interpretation No. 48, "Accounting...

  • Page 92
    ...in first quarter 2008 and is currently in settlement discussions with the F.A.A. In connection with the above incident, during the first quarter and early second quarter of 2008, the Company was named as a defendant in two putative class actions on behalf of persons who purchased air travel from the...

  • Page 93
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND STOCKHOLDERS SOUTHWEST AIRLINES CO. We have audited the accompanying consolidated balance sheet of Southwest Airlines Co. as of December 31, 2008 and 2007, and the related consolidated statement of income, ...

  • Page 94
    ... accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Southwest Airlines Co. as of December 31, 2008 and 2007, and the related consolidated statement of income, stockholders' equity, and cash flows for the each of the three...

  • Page 95
    ... the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to Southwest's management, including its Chief Executive...

  • Page 96
    ... financial officer, and principal accounting officer or controller. Southwest's Code of Ethics, as well as its Corporate Governance Guidelines and the charters of its Audit, Compensation, and Nominating and Corporate Governance Committees, are available on Southwest's website, www.southwest.com...

  • Page 97
    ... 31, 2008, regarding compensation plans (including individual compensation arrangements) under which equity securities of Southwest are authorized for issuance. Equity Compensation Plan Information Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) (In...

  • Page 98
    ... Financial Statements and Supplementary Data above are filed as part of this annual report. 2. Financial Statement Schedules: There are no financial statement schedules filed as part of this annual report, since the required information is included in the consolidated financial statements, including...

  • Page 99
    ... to Southwest's Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)); Supplemental Agreements Nos. 57, 58, and 59 (incorporated by reference to Exhibits 10.1, 10.2, and 10.3, respectively, to Southwest's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008...

  • Page 100
    ... with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. 10.2 10.3 Form of Amended and Restated Executive Service Recognition Plan Executive Employment Agreement between Southwest and certain Southwest officers.* 2001 Stock Option...

  • Page 101
    ... 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Stock Option Grant (incorporated by reference to Exhibit 10.31 to Southwest's Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-7259)).* Southwest Airlines Co. Excess Benefit Plan.* Amendment...

  • Page 102
    ... Chief Executive Officer and Chief Financial Officer. Management contract or compensatory plan or arrangement. A copy of each exhibit may be obtained at a price of 15 cents per page, $10.00 minimum order, by writing to: Investor Relations, Southwest Airlines Co., P.O. Box 36611, Dallas, Texas 75235...

  • Page 103
    ...by the undersigned, thereunto duly authorized. SOUTHWEST AIRLINES CO. January 29, 2009 By: LAURA WRIGHT Laura Wright Senior Vice President Finance & Chief Financial Officer /s/ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following...