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Published on December 20, 2007
December
20, 2007
Via
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
D.C. 20549-3561
Attention: Daniel
Morris, Attorney Advisor
Re: Southwest
Airlines Co.
Schedule
14A
Filed
April 5, 2007
File
Number: 001-07259
Dear
Mr.
Morris:
On
behalf of Southwest Airlines Co.
(the “company”), set forth below are our responses to the remaining comment of
the staff of the Securities and Exchange Commission in its letter dated December
10, 2007, with respect to the company’s definitive proxy statement filed on
April 5, 2007. We have reproduced below the full text of the
staff’s comment, which is followed by the company’s response.
1.
Your responses to prior comments 19 and 20 appear to contain certain
qualifications. Please confirm that you will comply with each comment.
Specifically, please confirm that you will provide additional detail and
analysis regarding the factors, including individual performance elements,
affecting the specific compensation payable to each named executive officer.
While we acknowledge that your ultimate compensation decisions may be
subjective, confirm that you will discuss in detail the specific considerations
and rationale that provide the basis for each subjective compensation decision.
For each named executive officer, identify not only the factors, including
individual performance elements, that were used to determine the particular
amounts payable for each element of compensation, but also how the specific
factors and individual contributions affected the final
determination.
Response:
The
company confirms that it will
comply with prior comments 19 and 20. Specifically, the company
confirms that it will provide additional detail and analysis regarding the
factors, including individual performance elements, affecting the specific
compensation payable to each named executive officer. The company
also confirms that, although its ultimate compensation decisions may be
subjective, the company will, in accordance with the specific requirements
of
this comment, discuss in detail the specific considerations and rationale that
provide the basis for each subjective compensation decision.
U.S.
Securities and Exchange Commission
December
20, 2007
Page
2 of
2
****
In
connection with our above response
to the staff’s comments, the Company acknowledges that:
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·
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the
company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
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·
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staff
comments or changes to disclosure in response to comments do not
foreclose
the commission from taking any action with respect to the filing;
and
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·
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the
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Thank
you for your
assistance. If you have any questions, please do not hesitate to
contact me at (214) 792-4459.
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Sincerely,
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/s/
Laura
Wright
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Laura
Wright
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Chief
Financial Officer
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Copy
to: David
W. Biegler (Chair of the Compensation Committee)
Gary
C. Kelly
Ron
Ricks
Tammy
Romo