UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   April 24, 2014

__________________________________________
 
 
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
__________________________________________
Texas
1-7259
74-1563240
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)

P. O. Box 36611, Dallas, Texas
75235-1611
(Address of principal executive offices)
(Zip Code)

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

Not Applicable
Former name or former address, if changed since last report
______________________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

[  ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02    Results of Operations and Financial Condition.

On April 24, 2014 the Registrant issued a press release announcing its financial results for the first quarter 2014.  The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

99.1 Registrant’s First Quarter 2014 Earnings Release.








SIGNATURES

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



 
SOUTHWEST AIRLINES CO.
 
 
 
April 24, 2014
By
/s/   Tammy Romo
 
 
 
 
 
Tammy Romo
 
 
Senior Vice President Finance & Chief Financial Officer
 
 
(On behalf of the Registrant and in
 
 
her capacity as Principal Financial
 
 
and Accounting Officer)





Exhibit Index


Exhibit No.
Description
 
 
99.1
Registrant’s First Quarter 2014 Earnings Release.


ER-3.31.2014-ERdoc


CONTACT: Investor Relations (214) 792-4415


SOUTHWEST AIRLINES REPORTS RECORD FIRST QUARTER PROFIT

DALLAS, TEXAS - April 24, 2014 - Southwest Airlines Co. (NYSE:LUV) (the “Company”) today reported its first quarter 2014 results:

Record first quarter net income, excluding special items*, of $126 million, or $.18 per diluted share, compared to first quarter 2013 net income, excluding special items, of $53 million, or $.07 per diluted share. This exceeded the First Call consensus estimate of $.16 per diluted share.
Record first quarter net income of $152 million, or $.22 per diluted share, which included
$26 million (net) of favorable special items, compared to net income of $59 million, or $.08 per
diluted share, in first quarter 2013, which included $6 million (net) of favorable special items.
Record first quarter operating income of $215 million; $242 million excluding special items.
Return on invested capital*, before taxes and excluding special items (ROIC), for the 12 months ended March 31, 2014, of 14.2 percent, as compared to 8.3 percent for the 12 months ended March 31, 2013.

Gary C. Kelly, Chairman of the Board, President, and Chief Executive Officer, stated, “I am delighted to report record first quarter earnings, which increased significantly year-over-year, despite the disruption caused by more than 7,500 of our flights canceled due to extreme weather conditions and the impact of the shift in timing of the Easter and Passover holidays.  This outstanding performance was driven by record first quarter operating revenues of $4.2 billion, and a 1.2 percent year-over-year decline in total operating costs, excluding special items, driven largely by lower fuel prices and our ongoing fleet modernization.  Our record first quarter operating income of $242 million, excluding special items, was very strong, especially considering an estimated $50 million unfavorable impact from winter storms.  Operationally, our Employees did an outstanding job in difficult conditions taking care of our Customers, and I thank them again for their efforts. 





"Our first quarter 2014 earnings performance is a superb start to the year and on plan to achieve a 15 percent pre-tax return on invested capital for the year, excluding special items. Second quarter 2014, benefiting from the Easter and Passover holidays, also is off to a great start, with strong bookings, favorable revenue trends, and stable fuel prices.
"Our balance sheet, liquidity, and cash flows remain strong.  We are actively managing our debt and total invested capital, while making strategic investments that have already contributed significantly to our record profitability.  We were pleased to return $371 million to Shareholders during first quarter 2014 through the payment of $56 million in dividends and the repurchase of $315 million in common stock.  Since August 2011, we have returned $1.6 billion to our Shareholders through share repurchases and dividend payments.
"Our five strategic initiatives are on track and meeting or exceeding expectations.  In January, we deployed our international reservation system and began selling Southwests inaugural international service to Aruba, The Bahamas, and Jamaica, scheduled to begin July 1, 2014.  We quickly followed with selling Southwest service to Cancun and Los Cabos, scheduled to begin August 10, 2014.  By the end of this year, we intend to fully convert AirTrans seven international markets, along with its remaining domestic markets, to the Southwest route network.  We have converted 21 of the 52 AirTran Boeing 737-700s to the Southwest Evolve configuration, and plan to convert the remaining 31 -700s this year.  This will complete the AirTran integration and retire the brand by the end of 2014. 
"We have a significant amount of fleet activity planned this year, as we wind down the AirTran brand and continue to modernize our fleet, resulting in a larger than normal number of aircraft out of scheduled service. Accordingly, we expect relatively flat 2014 available seat miles, year-over-year.
"Our network development and optimization results, to date, have been excellent. We are excited about the opportunity to add new service to New York LaGuardia, Washington Reagan National, and Dallas Love Field this year, as well as to the international terminal under construction at Houston Hobby next year.  Looking ahead to 2015, while we have not finalized our fleet and capacity plans, we have been managing to a baseline of 695 aircraft, which was our combined fleet at the time of the AirTran acquisition. We are planning year-over-year growth in our available seat miles derived from increased fleet utilization resulting from the completion of the AirTran integration and the increase in seats from the upgauging of our fleet. Of course, this will drive significant unit cost benefits."

Financial Results and Outlook
The Company's first quarter 2014 total operating revenues increased 2.0 percent, year-over-year, to $4.2 billion, despite an estimated $45 million reduction to revenues from weather-related cancellations. Operating unit revenues increased 3.1 percent, on a 1.1 percent decrease in available seat miles and a 2.6 percent increase in average seats per trip, all as compared to first quarter 2013. While the shift in the timing of the Easter and Passover holidays impacted March results, April bookings and revenue trends, thus far, are strong. Based on April's trends and current bookings for the remainder of the second quarter,





the Company expects another solid year-over-year increase in its second quarter 2014 operating unit revenues.
Total operating expenses in first quarter 2014 decreased 1.6 percent to $4.0 billion, as compared to first quarter 2013. First quarter 2014 total operating expenses included an estimated $5 million in net costs associated with winter storms. The Company incurred costs (before profitsharing and taxes) associated with the acquisition and integration of AirTran, which are special items, of $18 million during first quarter 2014, compared to $13 million in first quarter 2013. Cumulative costs associated with the acquisition and integration of AirTran, as of March 31, 2014, totaled $428 million (before profitsharing and taxes). The Company expects total acquisition and integration costs to be no more than $550 million (before profitsharing and taxes). Excluding special items in both periods, total operating expenses in first quarter 2014 decreased 1.2 percent to $3.9 billion, as compared to $4.0 billion in first quarter 2013.
First quarter 2014 profitsharing expense was $29 million, compared to $15 million in first quarter 2013. Profitsharing expense in first quarter 2014 was impacted by acquisition and integration costs incurred during that period. In addition, in accordance with the Company's ProfitSharing Plan (the Plan), first quarter 2014 operating profit, as defined in the Plan, was reduced by a portion of the acquisition and integration costs incurred from April 1, 2011, through December 31, 2013, which will be amortized from January 1, 2014, through December 31, 2018.
First quarter 2014 economic fuel costs were $3.08 per gallon, including $.06 per gallon in favorable cash settlements from fuel derivative contracts, compared to $3.29 per gallon in first quarter 2013, including $.05 per gallon in unfavorable cash settlements from fuel derivative contracts. Based on the Company's fuel derivative contracts and market prices as of April 21, 2014, second quarter 2014 economic fuel costs are expected to be comparable to second quarter 2013's economic fuel costs of $3.06 per gallon. As of April 21, 2014, the fair market value of the Company's hedge portfolio through 2017 was a net asset of approximately $252 million. Additional information regarding the Company's fuel derivative contracts is included in the accompanying tables.
Excluding economic fuel and oil expense, profitsharing, and special items in both periods, first quarter 2014 operating costs increased 2.4 percent from first quarter 2013, and increased 3.5 percent on a unit basis. Based on current cost trends, the Company expects both second quarter 2014 and full year 2014 unit costs, excluding fuel and oil expense, profitsharing, and special items, to increase, year-over-year, in the two to three percent range.
Operating income for first quarter 2014 was $215 million, compared to $70 million in first quarter 2013. Excluding special items, operating income was $242 million in first quarter 2014, compared to $112 million in the same period last year.
Other income in first quarter 2014 was $29 million, compared to $24 million in first quarter 2013. The $5 million increase primarily resulted from $53 million in other gains recognized in first quarter 2014, compared to $46 million recognized in first quarter 2013. In both periods, these gains primarily resulted from unrealized mark-to-market net gains associated with a portion of the Company's fuel hedging





portfolio, which are special items. Excluding these special items, first quarter 2014 had $16 million in other losses, compared to $5 million in first quarter 2013, primarily attributable to the premium costs associated with the Company's fuel derivative contracts. Second quarter 2014 premium costs related to fuel derivative contracts are currently estimated to be in the $15 million to $20 million range, compared to $12 million in second quarter 2013. Net interest expense in first quarter 2014 was $24 million, compared to $22 million in first quarter 2013.

Balance Sheet and Cash Flows
As of April 23, 2014, the Company had approximately $3.5 billion in cash and short-term investments, and a fully available unsecured revolving credit line of $1 billion. Net cash provided by operations during first quarter 2014 was $1.1 billion, and capital expenditures were $407 million, which included the payment for slots acquired at Washington's Reagan National Airport. The Company repaid $46 million in debt and capital lease obligations during the first quarter 2014, and intends to repay approximately $500 million in debt and capital lease obligations during the remainder of 2014, which includes $35 million paid on April 1, 2014, associated with eight of the Company's Fixed-rate B717 Aircraft Notes due in 2017.
During first quarter 2014, the Company generated free cash flow* of $712 million. The Company returned approximately $371 million to its Shareholders through the payment of $56 million in dividends and the repurchase of $315 million in common stock, or 12 million shares, under its share repurchase program, including $200 million under an accelerated share repurchase program with a third party financial institution. In first quarter, pursuant to the accelerated share repurchase program, the Company advanced $200 million to the financial institution and received approximately seven million shares of the Company's common stock, representing an estimated 75 percent of the shares the Company expects to purchase under the accelerated share repurchase program. The specific number of shares that the Company ultimately will repurchase under the accelerated share repurchase program will be determined generally based on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period to be completed by May 9, 2014. At settlement, under certain circumstances, the third party financial institution may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the third party financial institution. Since August 2011, the Company has repurchased $1.48 billion in common stock, or 124 million shares, under its $1.5 billion share repurchase authorization.

Fleet
During first quarter 2014, the Company's fleet was reduced by five to 676 aircraft at period end. This reflects the first quarter 2014 delivery of two new Boeing 737-800s and six pre-owned Boeing 737-700s, as well as the retirement of one Boeing 737-300.  In addition, the Company removed 12 Boeing





717-200s from service during first quarter 2014 in preparation for transition. Additional information regarding the Company's aircraft delivery schedule is included in the accompanying tables.

Awards and Recognitions
Named to FORTUNE's 2014 list of World's Most Admired Companies for the 20th consecutive year and notably, the only commercial airline to rank in the Top Ten
Received the top recognition for best customer experience in the airline industry, according to the 2014 Temkin Experience Ratings
Received the Diamond Award by Air Cargo World with high marks for great Customer Service, Performance, Value, and use of Information Technology
Named Domestic Carrier of the Year by the Airforwarders Association for the fifth consecutive year
Named Domestic Airline of the Year by Express Delivery & Logistics Association for the 14th consecutive year
Named to the BetterInvesting Top 200 companies

Conference Call
Southwest will discuss its first quarter 2014 results on a conference call at 12:30 p.m. Eastern Time today. A live broadcast of the conference call also will be available at http://southwest.investorroom.com.

*Additional information regarding special items is included in the accompanying reconciliation tables. See Note Regarding Use of Non-GAAP Financial Measures.

Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Specific forward-looking statements include, without limitation, statements related to (i) the Company’s financial outlook and projected results of operations; (ii) the Company’s strategic initiatives generally and its related financial and operational expectations; (iii) the Company’s fleet plans, including its fleet modernization plans, and its related financial and operational goals and expectations; (iv) the Company’s expectations with respect to its integration of AirTran, including anticipated integration timeframes and the expected benefits and costs associated with the integration; (v) the Company’s growth plans, including its network and capacity plans, expectations, and opportunities; (vi) the Company's plans and expectations related to managing risk associated with changing jet fuel prices; and (vii) the Company's expectations with respect to liquidity (including its plans for the repayment of debt and capital lease obligations). These forward-looking statements are based on the Company's current intent, expectations, and projections and are not guarantees of future performance.  These statements involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them.  Factors include, among others, (i) demand for the Company's services and the impact of economic conditions, fuel prices, and actions of competitors (including without limitation pricing, scheduling, and capacity decisions and consolidation and alliance activities) on the Company's business decisions, plans, and strategies; (ii) the Company's ability to timely and effectively implement, transition, and maintain the necessary information technology systems and infrastructure to support its operations and initiatives; (iii) the Company's ability to timely and effectively prioritize its strategic initiatives and related expenditures; (iv) the Company's ability to effectively integrate AirTran and realize the expected benefits from the acquisition; (v) the Company's dependence on third parties, in particular with respect to its fleet plans; (vi) changes in fuel prices, the impact of hedge accounting, and any changes to the Company's fuel hedging strategies and positions; (vii) the impact of governmental regulations and other actions related to the Company's operations; and (viii) other factors, as described in the Company's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.





Southwest Airlines Co.
Condensed Consolidated Statement of Income
(in millions, except per share amounts)
(unaudited)

 
Three months ended
 
 
 
March 31,
 
 
 
2014
 
2013
 
Percent change
OPERATING REVENUES:
 
 
 
 
 
Passenger
$
3,933

 
$
3,838

 
2.5
Freight
40

 
39

 
2.6
Other
193

 
207

 
(6.8)
     Total operating revenues
4,166

 
4,084

 
2.0
 
 
 
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
Salaries, wages, and benefits
1,275

 
1,183

 
7.8
Fuel and oil
1,314

 
1,457

 
(9.8)
Maintenance materials and repairs
250

 
291

 
(14.1)
Aircraft rentals
81

 
93

 
(12.9)
Landing fees and other rentals
266

 
266

 
Depreciation and amortization
221

 
210

 
5.2
Acquisition and integration
18

 
13

 
38.5
Other operating expenses
526

 
501

 
5.0
     Total operating expenses
3,951

 
4,014

 
(1.6)
 
 
 
 
 
 
OPERATING INCOME
215

 
70

 
207.1
 
 
 
 
 
 
OTHER EXPENSES (INCOME):
 
 
 
 
 
Interest expense
33

 
29

 
13.8
Capitalized interest
(7
)
 
(5
)
 
40.0
Interest income
(2
)
 
(2
)
 
Other (gains) losses, net
(53
)
 
(46
)
 
15.2
     Total other income
(29
)
 
(24
)
 
20.8
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES
244

 
94

 
159.6
PROVISION FOR INCOME TAXES
92

 
35

 
162.9
NET INCOME
$
152

 
$
59

 
157.6
 
 
 
 
 
 
NET INCOME PER SHARE:
 
 
 
 
 
Basic
$
0.22

 
$
0.08

 
 
Diluted
$
0.22

 
$
0.08

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING:
 
 
Basic
698

 
725

 
 
Diluted
707

 
727

 
 









Southwest Airlines Co.
Reconciliation of Reported Amounts to Non-GAAP Items
(See Note Regarding Use of Non-GAAP Financial Measures)
(in millions, except per share amounts)
(unaudited)
 
Three months ended
 
 
 
March 31,
 
 
 
2014
 
2013
 
Percent Change
Fuel and oil expense, unhedged
$
1,332

 
$
1,405

 
 
Add (Deduct): Fuel hedge (gains) losses included in Fuel and oil expense
(18
)
 
52

 
 
Fuel and oil expense, as reported
$
1,314

 
$
1,457

 
 
Deduct: Net impact from fuel contracts (1)
(9
)
 
(29
)
 
 
Fuel and oil expense, non-GAAP (economic)
$
1,305

 
$
1,428

 
(8.6)
 
 
 
 
 
 
Total operating expenses, as reported
$
3,951

 
$
4,014

 
 
Deduct: Net impact from fuel contracts (1)
(9
)
 
(29
)
 
 
Total operating expenses, economic
$
3,942

 
$
3,985

 
 
Deduct: Acquisition and integration costs
(18
)
 
(13
)
 
 
Total operating expenses, non-GAAP
$
3,924

 
$
3,972

 
(1.2)
Deduct: Profitsharing expense
(29
)
 
(15
)
 
 
Total operating expenses, non-GAAP, excluding Profitsharing
$
3,895

 
$
3,957

 
(1.6)
Deduct: Fuel and oil expense, non-GAAP (economic)
(1,305
)
 
(1,428
)
 
 
Total operating expenses, non-GAAP, excluding Profitsharing and fuel
$
2,590

 
$
2,529

 
2.4
 
 
 
 
 
 
Operating income, as reported
$
215

 
$
70

 
 
Add : Net impact from fuel contracts (1)
9

 
29

 
 
Operating income, economic
$
224

 
$
99

 
 
Add: Acquisition and integration costs
18

 
13

 
 
Operating income, non-GAAP
$
242

 
$
112

 
116.1
 
 
 
 
 
 
Other (gains) losses, net, as reported
$
(53
)
 
$
(46
)
 
 
Add: Net impact from fuel contracts (1)
69

 
51

 
 
Other (gains) losses, net, non-GAAP
$
16

 
$
5

 
220.0
 
 
 
 
 
 
Income before income taxes, as reported
$
244

 
$
94

 
 
Deduct: Net impact from fuel contracts (1)
(60
)
 
(22
)
 
 
 
$
184

 
$
72

 
 
Add: Acquisition and integration costs
18

 
13

 
 
Income before income taxes, non-GAAP
$
202

 
$
85

 
137.6
 
 
 
 
 
 
Net income, as reported
$
152

 
$
59

 
 
Deduct: Net impact from fuel contracts (1)
(60
)
 
(22
)
 
 
Add: Income tax impact of fuel contracts
23

 
8

 
 
 
$
115

 
$
45

 
 
Add: Acquisition and integration costs, net (2)
11

 
8

 
 
Net income, non-GAAP
$
126

 
$
53

 
137.7
 
 
 
 
 
 
Net income per share, diluted, as reported
$
0.22

 
$
0.08

 
 
Deduct: Net impact from fuel contracts (2)
(0.06
)
 
(0.02
)
 
 
 
$
0.16

 
$
0.06

 
 
Add: Impact of special items, net (2)
0.02

 
0.01

 
 
Net income per share, diluted, non-GAAP
$
0.18

 
$
0.07

 
157.1
(1) See Reconciliation of Impact from Fuel Contracts.
(2) Amounts net of tax.





Southwest Airlines Co.
Reconciliation of Impact from Fuel Contracts
(See Note Regarding Use of Non-GAAP Financial Measures)
(in millions)
(unaudited)
 
Three months ended
 
March 31,
 
2014
 
2013
Fuel and oil expense
 
 
 
Reclassification between Fuel and oil and Other (gains) losses, net,
  associated with current period settled contracts
$
(1
)
 
$

Contracts settling in the current period, but for which gains
  have been recognized in a prior period (1)
(8
)
 
(29
)
Impact from fuel contracts to Fuel and oil expense
$
(9
)
 
$
(29
)
 
 
 
 
Operating Income
 
 
 
Reclassification between Fuel and oil and Other (gains) losses, net,
  associated with current period settled contracts
$
1

 
$

Contracts settling in the current period, but for which gains
  have been recognized in a prior period (1)
8

 
29

Impact from fuel contracts to Operating Income
$
9

 
$
29

 
 
 
 
Other (gains) losses, net
 
 
 
Mark-to-market impact from fuel contracts settling in future periods
$
55

 
$
61

Ineffectiveness from fuel hedges settling in future periods
13

 
(10
)
Reclassification between Fuel and oil and Other (gains) losses, net,
associated with current period settled contracts
1

 

Impact from fuel contracts to Other (gains) losses, net
$
69

 
$
51

 
 
 
 
Net Income
 
 
 
Mark-to-market impact from fuel contracts settling in future periods
$
(55
)
 
$
(61
)
Ineffectiveness from fuel hedges settling in future periods
(13
)
 
10

Other net impact of fuel contracts settling in the current or a prior
  period (excluding reclassifications)
8

 
29

Impact from fuel contracts to Net Income (2)
$
(60
)
 
$
(22
)

(1) As a result of prior hedge ineffectiveness and/or contracts marked-to-market through the income statement.
(2) Excludes income tax impact of unrealized items.















Southwest Airlines Co.
Comparative Consolidated Operating Statistics
(unaudited)

 
Three months ended
 
 
 
March 31,
 
 
 
2014
 
2013
 
Change
Revenue passengers carried
25,055,809

 
25,203,934

 
(0.6)%
Enplaned passengers
30,656,581

 
30,712,625

 
(0.2)%
Revenue passenger miles (RPMs) (000s)
24,155,317

 
23,756,743

 
1.7%
Available seat miles (ASMs) (000s)
30,474,582

 
30,801,424

 
(1.1)%
Load factor
79.3
%
 
77.1
%
 
2.2 pts.
Average length of passenger haul (miles)
964

 
943

 
2.2%
Average aircraft stage length (miles)
710

 
693

 
2.5%
Trips flown
299,638

 
318,514

 
(5.9)%
Average passenger fare
$
156.96

 
$
152.29

 
3.1%
Passenger revenue yield per RPM (cents)
16.28

 
16.16

 
0.7%
RASM (cents)
13.67

 
13.26

 
3.1%
PRASM (cents)
12.90

 
12.46

 
3.5%
CASM (cents)
12.96

 
13.03

 
(0.5)%
CASM, excluding fuel (cents)
8.65

 
8.30

 
4.2%
CASM, excluding special items (cents)
12.88

 
12.89

 
(0.1)%
CASM, excluding fuel and special items (cents)
8.59

 
8.26

 
4.0%
CASM, excluding fuel, special items, and profitsharing (cents)
8.50

 
8.21

 
3.5%
Fuel costs per gallon, including fuel tax (unhedged)
$
3.14

 
$
3.24

 
(3.1)%
Fuel costs per gallon, including fuel tax
$
3.10

 
$
3.36

 
(7.7)%
Fuel costs per gallon, including fuel tax (economic)
$
3.08

 
$
3.29

 
(6.4)%
Fuel consumed, in gallons (millions)
422

 
432

 
(2.3)%
Active fulltime equivalent Employees
45,163

 
45,791

 
(1.4)%
Aircraft at end of period
676

 
699

 
(3.3)%


RASM (unit revenue) - Operating revenue yield per ASM
PRASM (Passenger unit revenue) - Passenger revenue yield per ASM
CASM (unit costs) - Operating expenses per ASM
Aircraft at end of period - Aircraft in the Company's fleet at period end, less Boeing 717-200s removed from service in preparation for transition out of the fleet













Southwest Airlines Co.
Return on Invested Capital (ROIC)
(See Note Regarding Use of Non-GAAP Financial Measures)
(in millions)
(unaudited)

 
 
 
 
 
Twelve Months Ended
 
Twelve Months Ended
 
March 31, 2014
 
March 31, 2013
Operating Income, as reported
$
1,423

 
$
672

Net impact from fuel contracts
63

 
86

Acquisition and integration costs
92

 
182

Operating Income, non-GAAP
$
1,578

 
$
940

Net adjustment for aircraft leases (1)
144

 
121

Adjustment for fuel hedge accounting
(73
)
 
(35
)
Adjusted Operating Income, non-GAAP
$
1,649

 
$
1,026

 
 
 
 
Average invested capital (2)
$
11,573

 
$
12,261

Equity adjustment for hedge accounting
23

 
98

Adjusted average invested capital
$
11,596

 
$
12,359

 
 
 
 
ROIC, pre-tax
14.2
%
 
8.3
%


(1) Net adjustment related to presumption that all aircraft in fleet are owned (i.e., the impact of eliminating aircraft rent expense and replacing with estimated depreciation expense for those same aircraft).
(2) Average invested capital represents a five quarter average of debt, net present value of aircraft leases, and equity.





Southwest Airlines Co.
Condensed Consolidated Balance Sheet
(in millions)
(unaudited)

 
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
Current assets:
 
 
 
     Cash and cash equivalents
$
1,741

 
$
1,355

     Short-term investments
1,757

 
1,797

     Accounts and other receivables
457

 
419

     Inventories of parts and supplies, at cost
438

 
467

     Deferred income taxes
180

 
168

     Prepaid expenses and other current assets
241

 
250

          Total current assets
4,814

 
4,456

Property and equipment, at cost:
 
 
 
     Flight equipment
17,107

 
16,937

     Ground property and equipment
2,716

 
2,666

     Deposits on flight equipment purchase contracts
762

 
764

     Assets constructed for others
478

 
453

 
21,063

 
20,820

     Less allowance for depreciation and amortization
7,643

 
7,431

 
13,420

 
13,389

Goodwill
970

 
970

Other assets
772

 
530

 
$
19,976

 
$
19,345

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
     Accounts payable
$
1,299

 
$
1,247

     Accrued liabilities
1,168

 
1,229

     Air traffic liability
3,332

 
2,571

     Current maturities of long-term debt
642

 
629

          Total current liabilities
6,441

 
5,676

 
 
 
 
Long-term debt less current maturities
2,172

 
2,191

Deferred income taxes
2,997

 
2,934

Construction obligation
450

 
437

Other noncurrent liabilities
726

 
771

Stockholders' equity:
 
 
 
     Common stock
808

 
808

     Capital in excess of par value
1,256

 
1,231

     Retained earnings
6,555

 
6,431

     Accumulated other comprehensive loss
(12
)
 
(3
)
     Treasury stock, at cost
(1,417
)
 
(1,131
)
          Total stockholders' equity
7,190

 
7,336

 
$
19,976

 
$
19,345









Southwest Airlines Co.
Condensed Consolidated Statement of Cash Flows
(in millions)
(unaudited)

 
Three months ended March 31,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
     Net income
$
152

 
$
59

     Adjustments to reconcile net income to cash provided by (used in)
     operating activities:
 
 
 
     Depreciation and amortization
221

 
210

     Unrealized gains on fuel derivative instruments
(60
)
 
(21
)
     Deferred income taxes
92

 
2

     Changes in certain assets and liabilities:
 
 
 
          Accounts and other receivables
(72
)
 
(97
)
          Other assets
7

 
(25
)
          Accounts payable and accrued liabilities
24

 
120

          Air traffic liability
761

 
707

          Cash collateral received from derivative counterparties
11

 
28

     Other, net
(17
)
 

     Net cash provided by operating activities
1,119

 
983

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
     Payments for purchase of property and equipment, net
(407
)
 
(534
)
     Purchases of short-term investments
(770
)
 
(725
)
     Proceeds from sales of short-term and other investments
819

 
787

     Net cash used in investing activities
(358
)
 
(472
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
     Proceeds from Employee stock plans
49

 
6

     Payments of long-term debt and capital lease obligations
(46
)
 
(164
)
     Payments of cash dividends
(56
)
 
(15
)
     Repayment of construction obligation
(3
)
 

     Repurchase of common stock
(315
)
 
(100
)
     Other, net
(4
)
 
(13
)
     Net cash used in financing activities
(375
)
 
(286
)
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
386

 
225

 
 
 
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,355

 
1,113

 
 
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
1,741

 
$
1,338









Southwest Airlines Co.
Fuel Derivative Contracts
As of April 21, 2014

 
Estimated economic jet fuel price per gallon,
including taxes
Average Brent Crude Oil price per barrel
2Q 2014 (2)
Full Year 2014 (2)
$85
$2.35 - $2.40
$2.60 - $2.65
$95
$2.65 - $2.70
$2.75 - $2.80
Current Market (1)
$3.00 - $3.10
$3.00 - $3.10
$115
$3.15 - $3.20
$3.15 - $3.20
$125
$3.40 - $3.45
$3.30 - $3.35
 
 
Period
Average percent of estimated fuel consumption covered by fuel derivative contracts at varying WTI/Brent crude oil and Gulf Coast jet fuel-equivalent price levels
2Q 2014
Approx. 15%
Full Year 2014
Approx. 20%
2015
Approx. 50%
2016
Approx. 35%
2017
Approx. 50%
2018
Approx. 5%



(1) Brent crude oil average market prices as of April 21, 2014, were approximately $109 per barrel for second quarter 2014 and $108 per barrel for full year 2014.
(2) The Company currently has approximately 15 percent of its second quarter 2014 estimated fuel consumption covered by fuel derivative contracts at varying crude oil-equivalent prices. For full year 2014, the Company currently has approximately 10 percent of its full year 2014 estimated fuel consumption covered by fuel derivative contracts at varying crude oil-equivalent prices; and approximately 10 percent at Gulf Coast jet fuel-equivalent prices.  The economic fuel price per gallon sensitivities provided above assume the relationship between Brent crude oil and refined products based on market prices as of April 21, 2014.







Southwest Airlines Co.
737 Delivery Schedule
As of March 31, 2014


 
The Boeing Company
 
The Boeing Company
 
 
 
737 NG
 
737 MAX
 
 
 
-700 Firm Orders
 
-800 Firm Orders
Options
Additional
 -700s
-7
Firm
Orders
-8
Firm
Orders
 
Options
Total
 
2014

 
33


14



 

47

(3)
2015

 
19


5



 

24

 
2016
31

 

12




 

43

 
2017
15

 

12



14

 

41

 
2018
10

 

12



13

 

35

 
2019

 



15

10

 

25

 
2020

 



14

22

 

36

 
2021

 



1

33

 
18

52

 
2022

 




30

 
19

49

 
2023

 




24

 
23

47

 
2024

 




24

 
23

47

 
2025

 





 
36

36

 
2026







 
36

36

 
2027

 





 
36

36

 
 
56

(1)
52

36

19

30

170

(2)
191

554

 



(1) The Company has flexibility to substitute 737-800s in lieu of 737-700 firm orders.
(2) The Company has flexibility to substitute MAX 7 in lieu of  MAX 8 firm orders beginning in 2019.
(3) Includes two 737-800s and six pre-owned 737-700s delivered as of March 31, 2014.







NOTE REGARDING USE OF NON-GAAP FINANCIAL MEASURES
The Company's unaudited consolidated financial statements are prepared in accordance with GAAP. These GAAP financial statements include (i) unrealized non-cash adjustments and reclassifications, which can be significant, as a result of accounting requirements and elections made under accounting pronouncements relating to derivative instruments and hedging and (ii) other charges the Company believes are not indicative of its ongoing operational performance.
As a result, the Company also provides financial information in this release that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides supplemental non-GAAP financial information, including results that it refers to as “economic,” which the Company's management utilizes to evaluate its ongoing financial performance and the Company believes provides greater transparency to investors as supplemental information to its GAAP results. The Company's economic financial results differ from GAAP results in that they only include the actual cash settlements from fuel hedge contracts--all reflected within Fuel and oil expense in the period of settlement. Thus, Fuel and oil expense on an economic basis reflects the Company's actual net cash outlays for fuel during the applicable period, inclusive of settled fuel derivative contracts. Any net premium costs paid related to option contracts are reflected as a component of Other (gains) losses, net, for both GAAP and non-GAAP (including economic) purposes in the period of contract settlement. The Company believes these economic results provide a better measure of the impact of the Company's fuel hedges on its operating performance and liquidity since they exclude the unrealized, non-cash adjustments and reclassifications that are recorded in GAAP results in accordance with accounting guidance relating to derivative instruments, and they reflect all cash settlements related to fuel derivative contracts within Fuel and oil expense. This enables the Company's management, as well as investors, to consistently assess the Company's operating performance on a year-over-year or quarter-over-quarter basis after considering all efforts in place to manage fuel expense. However, because these measures are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, the aforementioned measures, as presented, may not be directly comparable to similarly titled measures presented by other companies.
Further information on (i) the Company's fuel hedging program, (ii) the requirements of accounting for derivative instruments, and (iii) the causes of hedge ineffectiveness and/or mark-to-market gains or losses from derivative instruments is included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
In addition to its “economic” financial measures, as defined above, the Company has also provided other non-GAAP financial measures, including results that it refers to as “excluding special items,” as a result of items that the Company believes are not indicative of its ongoing operations. These include expenses associated with the Company's acquisition and integration of AirTran. The Company believes that evaluation of its financial performance can be enhanced by a presentation of results that exclude the impact of these items in order to evaluate the results on a comparative basis with results in prior periods that do not include such items and as a basis for evaluating operating results in future periods. As a result of the Company's acquisition of AirTran, which closed on May 2, 2011, the Company has incurred and expects to continue to incur substantial charges associated with integration of the two companies. While the Company cannot predict the exact timing or amounts of such charges, it does expect to treat the charges as special items in its future presentation of non-GAAP results.
The Company has also provided free cash flow and return on invested capital, which are non-GAAP financial measures. The Company believes free cash flow is a meaningful measure because it demonstrates the Company's ability to service its debt, pay dividends and make investments to enhance Shareholder value. Although free cash flow is commonly used as a measure of liquidity, definitions of free cash flow may differ; therefore, the Company is providing an explanation of its calculation for free cash flow. For the three months ended March 31, 2014, the Company generated $712 million in free cash flow, calculated as operating cash flows of $1.119 billion less capital expenditures of $407 million. The Company believes return on invested capital is a meaningful measure because it quantifies how well the Company generates operating income relative to the capital it has invested in its business.  Although return on invested capital is commonly used as a measure of capital efficiency, definitions of return on invested capital may differ; therefore, the Company is providing an explanation of its calculation for return on invested capital (before taxes and excluding special items) in the accompanying reconciliation tables to the press release (See Return on Invested Capital).