10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on February 28, 2007
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 10-K/A
Amendment
No. 1
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(Mark
One)
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR
15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2006
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period
from to
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Commission
File No. 1-7259
Southwest
Airlines Co.
(Exact
name of registrant as specified in its
charter)
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Texas
(State
or other jurisdiction of
incorporation
or organization)
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74-1563240
(I.R.S.
Employer
Identification
No.)
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P.O.
Box 36611
Dallas,
Texas
(Address
of principal executive
offices)
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75235-1611
(Zip
Code)
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Registrant’s
telephone number, including area
code:
(214) 792-4000
Securities
registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
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Name
of Each Exchange on Which
Registered
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Common
Stock ($1.00 par value)
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New
York Stock Exchange, Inc.
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Securities
registered pursuant to Section 12(g) of the
Act:
None
Indicate
by check mark whether the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
Indicate
by check mark whether the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer þ Accelerated
filer o Non-accelerated
filer o
Indicate
by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The
aggregate market value of the Common Stock held by non-affiliates
of the registrant was approximately $12,811,246,960, computed by reference
to
the closing sale price of the Common Stock on the New York Stock Exchange on
June 30, 2006, 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 29, 2007: 788,431,522 shares
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Proxy Statement for our Annual Meeting of
Shareholders to be held May 16, 2007 are incorporated into Part III of
this Form 10-K.
EXPLANATORY
NOTE
Southwest
Airlines Co. is filing this Amendment No. 1 on
Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, solely to eliminate the word “not” in the second sentence of
Item 11 of the Form 10-K. No other changes are being made to
the original Form 10-K filing other than the updating of the Exhibits to include
updated Certifications of the Chief Executive and Chief Financial Officers.
1
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Item 11.
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Executive
Compensation
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The
information required by this Item is included under “Compensation
of Executive Officers” in the definitive Proxy Statement for Southwest’s Annual
Meeting of Shareholders to be held May 16, 2007, and is incorporated herein
by reference. Information contained in the Proxy Statement under the headings
“Compensation Discussion and Analysis” and “Compensation Committee Report” is
incorporated herein by reference.
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Item 15.
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Exhibits
and Financial Statement
Schedules
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(a) 1.
Financial
Statements:
The
financial statements included in Item 8 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 the notes thereto, or the circumstances
requiring inclusion of such schedules are not present.
3. Exhibits:
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3
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.1
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Restated
Articles of Incorporation of Southwest (incorporated
by reference to Exhibit 4.1 to Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (File No. 1-7259)).
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3
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.2
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Bylaws
of Southwest, as amended through January 2007
(incorporated by reference to Exhibit 3.2 to Southwest’s Current
Report on Form 8-K dated January 18, 2007).
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4
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.1
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$600,000,000
Competitive Advance and Revolving Credit Facility
Agreement dated as of April 20, 2004 (incorporated by reference to
Exhibit 10.1 to Southwest’s 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 Southwest’s Current Report on Form 8-K dated August 12, 2005
(File No. 1-7259)).
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4
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.2
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Specimen
certificate representing Common Stock of Southwest
(incorporated by reference to Exhibit 4.2 to Southwest’s Annual
Report on Form 10-K for the year ended December 31, 1994 (File
No. 1-7259)).
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4
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.3
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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 Southwest’s Current
Report on Form 8-K dated February 14, 2005 (File
No. 1-7259)).
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4
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.4
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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 Southwest’s Registration Statement on
Form S-3 dated October 30, 2002 (File No. 1-7259)).
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4
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.5
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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 Southwest’s Current Report on Form 8-K dated
June 24, 1991 (File No. 1-7259)).
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4
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.6
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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 Southwest’s Annual Report on
Form 10-K for the year ended December 31, 1996 (File
No. 1-7259)).
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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.
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10
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.1
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Purchase
Agreement No. 1810, dated January 19, 1994,
between The Boeing Company and Southwest (incorporated by reference
to
Exhibit 10.4 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 1-7259)); Supplemental
Agreement No. 1. (incorporated by reference to Exhibit 10.3 to
Southwest’s 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
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-7259)); Supplemental Agreements
Nos. 5, 6, and 7; (incorporated by reference to Exhibit 10.1 to
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-7259)); Supplemental Agreements
Nos. 8, 9, and 10 (incorporated by reference to Exhibit 10.1 to
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-7259)); Supplemental Agreements
Nos. 11, 12, 13 and 14 (incorporated by reference to
Exhibit 10.1 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 (File No. 1-7259));
Supplemental Agreements Nos. 15, 16, 17, 18 and 19 (incorporated
by reference to Exhibit 10.1 to Southwest’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 (File
No. 1-7259)); Supplemental Agreements Nos. 20, 21, 22, 23
and 24 (incorporated by reference to Exhibit 10.3 to Southwest’s
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 (File No. 1-7259)); Supplemental Agreements
Nos. 25, 26, 27, 28 and 29 to Purchase Agreement No. 1810,
dated January 19, 1994, between The Boeing Company and Southwest
(incorporated by reference to Exhibit 10.8 to Southwest’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003 (File
No. 1-7259)); Supplemental Agreements Nos. 30, 31, 32, and 33 to
Purchase Agreement No. 1810, dated January 19, 1993 between The
Boeing Company and Southwest; (incorporated by reference to
Exhibit 10.1 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 2003 (File No. 1-7259)); Supplemental
Agreements Nos. 34, 35, 36, 37, and 38 (incorporated by reference
to
Exhibit 10.3 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2004 (File No. 1-7259)); Supplemental
Agreements Nos. 39 and 40 (incorporated by reference to Exhibit 10.6
to Southwest’s 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 Southwest’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005 (File
No. 1-7259)); Supplemental Agreement No. 45 (incorporated by
reference to Exhibit 10.1 to Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006
(File No. 1-7259)); Supplemental Agreement No. 51 (filed on
February 1, 2007, as part of the original filing of this Annual Report
on
Form 10-K for the year ended December 31, 2006 (File No. 1-7259)).
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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.
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The
following exhibits filed under paragraph 10 of
Item 601 are the Company’s compensation plans and arrangements.
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10
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.2
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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)).
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10
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.3
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2001
stock option agreements between Southwest and Herbert D.
Kelleher (incorporated by reference to Exhibit 10 to Southwest’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (File No. 1-7259)).
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10
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.4
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1991
Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.6 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 2002 (File No. 1-7259)).
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10
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.5
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1991
Non-Qualified Stock Option Plan (incorporated by reference
to Exhibit 10.7 to Southwest’s Annual Report on Form 10-K for
the year ended December 31, 2002 (File No. 1-7259)).
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10
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.6
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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)).
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2
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10
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Southwest
Airlines Co. Profit Sharing Plan (incorporated by
reference to Exhibit 10.8 to Southwest’s 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
Southwest’s 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 Southwest’s 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 Southwest’s 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
Southwest’s 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 Southwest’s 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 Southwest’s 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
Southwest’s 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 (filed on February 1,
2007, as
part of the original filing of this Annual Report on Form 10-K for
the
year ended December 31, 2006 (File No. 1-7259)).
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10
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.8
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Southwest
Airlines Co. 401(k) Plan (incorporated by reference
to Exhibit 10.12 to Southwest’s 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 Southwest’s 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 Southwest’s
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 Southwest’s
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
Southwest’s 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 Southwest’s 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 Southwest’s 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 (filed on February 1, 2007, as part of the original filing of
this
Annual Report on Form 10-K for the year ended December 31, 2006 (File
No.
1-7259)).
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10
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.9
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Southwest
Airlines Co. 1995 SWAPA Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.14 to Southwest’s
Annual Report on Form 10-K for the year ended December 31, 1994
(File No. 1-7259)).
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10
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.10
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1996
Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.12 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 2002 (File No. 1-7259)).
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10
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.11
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1996
Non-Qualified Stock Option Plan (incorporated by reference
to Exhibit 10.13 to Southwest’s Annual Report on Form 10-K for
the year ended December 31, 2002 (File No. 1-7259)).
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10
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.12
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Employment
Contract dated as of July 15, 2004, between
Southwest and Herbert D. Kelleher (incorporated by reference to
Exhibit 10.3 to Southwest’s Quarterly Report on Form 10-Q the
quarter ended September 30, 2004 (File No. 1-7259)).
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10
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.13
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Employment
Contract dated as of July 15, 2004, between
Southwest and Gary C. Kelly (incorporated by reference to
Exhibit 10.4 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 (File No. 1-7259)).
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10
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.14
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Employment
Contract dated as of July 15, 2004, between
Southwest and Colleen C. Barrett (incorporated by reference to
Exhibit 10.5 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 (File No. 1-7259)).
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10
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.15
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Severance
Contract between Jim Wimberly and Southwest Airlines
Co., dated as of April 20, 2006 (incorporated by reference to
Exhibit 10.2 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006 (File No. 1-7259)).
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10
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.16
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Southwest
Airlines Co. Outside Director Incentive Plan
(incorporated by reference to Exhibit 10.1 to Southwest’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002 (File
No. 1-7259)).
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10
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.17
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1998
SAEA Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.17 to Southwest’s Annual Report on
Form 10-K for the year ended December 31, 2002 (File
No. 1-7259)).
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10
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.18
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1999
SWAPIA Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.18 to Southwest’s Annual Report on
Form 10-K for the year ended December 31, 2002 (File
No. 1-7259)).
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10
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.19
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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)).
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10
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.20
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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 Southwest’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (File No. 1-7259)).
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10
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.21
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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 Southwest’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 (File No. 1-7259)).
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10
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.22
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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 Southwest’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (File No. 1-7259)).
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10
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.23
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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)).
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10
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.24
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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)).
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10
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.25
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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)).
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10
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.26
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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)).
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10
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.27
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2002
Ramp, Operations, Provisioning and Freight Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 10.27 to
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 2002 (File No. 1-7259)).
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10
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.28
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2002
Customer Service/Reservations Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.28 to Southwest’s
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)).
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10
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.29
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2003
Non-Qualified Stock Option Plan (incorporated by reference
to Exhibit 10.3 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003 (File No. 1-7259)).
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14
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Code
of Ethics (incorporated by reference to Exhibit 14.1
to Southwest’s Current Report on Form 8-K dated November 16,
2006 (File No. 1-7259)).
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21
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Subsidiaries
of Southwest (incorporated by reference to
Exhibit 22 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-7259)).
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23
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Consent
of Ernst & Young LLP, Independent Registered
Public Accounting Firm (filed on February 1, 2007, as part of the
original
filing of this Annual Report on Form 10-K for the year ended December
31,
2006 (File No. 1-7259)).
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31
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.1
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Rule 13a-14(a)
Certification of Chief Executive Officer.
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31
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.2
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Rule 13a-14(a)
Certification of Chief Financial Officer.
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32
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Section 1350
Certification of Chief Executive Officer and
Chief Financial Officer.
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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 75235-1611.
3
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned, thereunto duly authorized.
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SOUTHWEST
AIRLINES CO.
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February
27, 2007
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By:
/s/
LAURA WRIGHT
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Laura
Wright
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Senior
Vice President — Finance,
Chief
Financial Officer
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4
INDEX
TO THE EXHIBITS
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3
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.1
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Restated
Articles of Incorporation of Southwest (incorporated
by reference to Exhibit 4.1 to Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s
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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 1-7259)); Supplemental
Agreement No. 1. (incorporated by reference to Exhibit 10.3 to
Southwest’s 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
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-7259)); Supplemental Agreements
Nos. 5, 6, and 7; (incorporated by reference to Exhibit 10.1 to
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-7259)); Supplemental Agreements
Nos. 8, 9, and 10 (incorporated by reference to Exhibit 10.1 to
Southwest’s Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-7259)); Supplemental Agreements
Nos. 11, 12, 13 and 14 (incorporated by reference to
Exhibit 10.1 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 (File No. 1-7259));
Supplemental Agreements Nos. 15, 16, 17, 18 and 19 (incorporated
by reference to Exhibit 10.1 to Southwest’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 (File
No. 1-7259)); Supplemental Agreements Nos. 20, 21, 22, 23
and 24 (incorporated by reference to Exhibit 10.3 to Southwest’s
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 (File No. 1-7259)); Supplemental Agreements
Nos. 25, 26, 27, 28 and 29 to Purchase Agreement No. 1810,
dated January 19, 1994, between The Boeing Company and Southwest
(incorporated by reference to Exhibit 10.8 to Southwest’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003 (File
No. 1-7259)); Supplemental Agreements Nos. 30, 31, 32, and 33 to
Purchase Agreement No. 1810, dated January 19, 1993 between The
Boeing Company and Southwest; (incorporated by reference to
Exhibit 10.1 to Southwest’s Annual Report on Form 10-K for the
year ended December 31, 2003 (File No. 1-7259)); Supplemental
Agreements Nos. 34, 35, 36, 37, and 38 (incorporated by reference
to
Exhibit 10.3 to Southwest’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2004 (File No. 1-7259)); Supplemental
Agreements Nos. 39 and 40 (incorporated by reference to Exhibit 10.6
to Southwest’s 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 Southwest’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005 (File
No. 1-7259)); Supplemental Agreement No. 45 (incorporated by
reference to Exhibit 10.1 to Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006
(File No. 1-7259)); Supplemental Agreement No. 51 (filed on
February 1, 2007, as part of the original filing of this Annual Report
on
Form 10-K for the year ended December 31, 2006 (File No. 1-7259)).
|
||
|
|
|
|
|
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 Company’s 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 Southwest’s
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 Southwest’s 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 Southwest’s 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 Southwest’s 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
Southwest’s 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 Southwest’s 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 Southwest’s 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
Southwest’s 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 Southwest’s 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 Southwest’s 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
Southwest’s 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 (filed on February 1,
2007, as
part of the original filing of this Annual Report on Form 10-K for
the
year ended December 31, 2006 (File No. 1-7259)).
|
|
|
10
|
.8
|
|
Southwest
Airlines Co. 401(k) Plan (incorporated by reference
to Exhibit 10.12 to Southwest’s 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 Southwest’s 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 Southwest’s
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 Southwest’s
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
Southwest’s 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 Southwest’s 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 Southwest’s 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 (filed on February 1, 2007, as part of the original filing of
this
Annual Report on Form 10-K for the year ended December 31, 2006 (File
No.
1-7259)).
|
|
|
10
|
.9
|
|
Southwest
Airlines Co. 1995 SWAPA Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 10.14 to Southwest’s
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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s 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 Southwest’s
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 Southwest’s 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 Southwest’s
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
Southwest’s 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 Southwest’s
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 Southwest’s 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 Southwest’s 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 Southwest’s 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 (filed on February 1, 2007, as part of the
original
filing of this Annual Report on Form 10-K for the year ended December
31,
2006 (File No. 1-7259)).
|
|
|
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.
|
Exhibit 31.1
CERTIFICATION
I,
Gary C. Kelly, Chief Executive
Officer and Vice Chairman of the Board of Directors of Southwest Airlines Co.,
certify that:
1. I
have reviewed this annual
report on Form 10-K/A of Southwest Airlines Co.;
2. Based
on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based
on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The
registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) designed
such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be
designed under our supervision, to ensure that material information relating
to
the registrant, including its consolidated subsidiaries, is made known to us
by
others within those entities, particularly during the period in which this
report is being prepared;
(b) designed
such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) disclosed
in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The
registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
(b) any
fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
||
|
Date:
February 27, 2007
|
By:
|
/s/
GARY C. KELLY
|
|
|
|
|
|
Gary
C. Kelly
|
|
|
|
|
|
Chief
Executive Officer and Vice Chairman of the Board of
Directors
|
|
|
Exhibit 31.2
CERTIFICATION
I,
Laura H. Wright, Chief Financial
Officer of Southwest Airlines Co., certify that:
1. I
have reviewed this annual
report on Form 10-K/A of Southwest Airlines Co.;
2. Based
on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based
on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The
registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) designed
such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be
designed under our supervision, to ensure that material information relating
to
the registrant, including its consolidated subsidiaries, is made known to us
by
others within those entities, particularly during the period in which this
report is being prepared;
(b) designed
such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) disclosed
in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The
registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
(b) any
fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
||
|
Date:
February 27, 2007
|
By:
|
/s/
LAURA WRIGHT
|
|
|
|
|
|
Laura
H. Wright
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
Exhibit 32
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report on
Form 10-K/A of Southwest Airlines Co. (the “Company”) for the period ended
December 31, 2006, as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), Gary C. Kelly, Chief Executive Officer and Vice
Chairman of the Board of Directors of the Company, and Laura H. Wright, Chief
Financial Officer of the Company, each certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The
Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and
(2) The
information contained in
the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
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Date:
February 27, 2007
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By
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/s/
GARY C. KELLY
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Gary
C. Kelly
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Chief
Executive Officer and
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Vice
Chairman of the Board of Directors
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By
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/s/
LAURA WRIGHT
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Laura
H. Wright
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Chief
Financial Officer
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