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8-K - 8-K - SOUTHWEST AIRLINES COa2013q2coverpage8k.htm


CONTACT: Investor Relations (214) 792-4415


SOUTHWEST AIRLINES REPORTS SECOND QUARTER RESULTS
Net income of $224 million
Excluding special items, record net income of $274 million

DALLAS, TEXAS - July 25, 2013 - Southwest Airlines Co. (NYSE:LUV) (the “Company”) today reported its second quarter 2013 results. Second quarter 2013 net income was $224 million, or $.31 per diluted share, which included $50 million (net) of unfavorable special items. This compared to net income of $228 million, or $.30 per diluted share, in second quarter 2012, which included $45 million (net) of unfavorable special items. Excluding special items, second quarter 2013 net income was a record $274 million, or $.38 per diluted share, compared to $273 million, or $.36 per diluted share, in second quarter 2012. This was in line with the First Call consensus estimate of $.38 per diluted share. Additional information regarding special items is included in this release and in the accompanying reconciliation tables.
Gary C. Kelly, Chairman of the Board, President, and Chief Executive Officer, stated, “We are pleased to report record quarterly earnings of $274 million (excluding special items). This performance benefited from all-time high operating revenues and lower fuel prices. In addition, our focus on managing costs resulted in modest year-over-year cost inflation despite significant investments in fleet modernization and other strategic initiatives. I commend our hard-working and dedicated Employees for their efforts to achieve these excellent results, while simultaneously executing on our strategic initiatives.
"While the lingering effects of government sequestration and higher taxes continued to be a drag on air travel demand, second quarter 2013 revenues and passenger traffic still reached record levels.  In addition, we are in the midst of integrating AirTran, launching new city-pairs, and optimizing the combined networks. We maintained strong load factors and ended the quarter with a record June load factor of 85.0 percent, which is notable considering the increasing mix of larger gauge 737-800s and Evolve -700s.  Although the 2.4 percent year-over-year decline in second quarter unit revenues was below plan1, results improved throughout the quarter. Third quarter 2013 revenue trends are encouraging, thus far.  To date, July unit revenues are approximately three percent above last year's July, benefiting from Southwest and





AirTran network connections and our gradual combined network optimization. Current bookings for the remainder of the third quarter also look solid.
"We remain on track with our plan to fully integrate AirTran into Southwest Airlines by the end of 2014. We are on schedule to complete the conversion of AirTran's Boeing 737-700s to the Southwest livery and deploy the Southwest international reservation system next year. During second quarter, we transitioned one -700, bringing total aircraft conversions to 12 since the acquisition. Seven more -700 conversions are planned for this year, with the remaining 33 planned for next year in conjunction with the conversion of AirTran's eight international markets. We will be transitioning AirTran's 88 Boeing 717-200s out of the fleet, beginning next month.
"Connecting the Southwest and AirTran networks was a key milestone this quarter. As of April 14th, Customers can now fly across our combined 97 destinations on a single itinerary. Our ability to optimize the combined networks and operations is enhanced significantly with connecting capabilities as we continue to transition AirTran markets to the Southwest network. Earlier this week, we extended our 2014 flight schedule through early March and announced new Southwest service between Hartsfield-Jackson Atlanta International Airport and Ronald Reagan Washington National Airport, beginning in February, which will augment AirTran's five daily nonstop flights. During second quarter 2013, Southwest launched new service to Charlotte, North Carolina; Flint, Michigan; Portland, Maine; Rochester, New York; and Wichita, Kansas, which were all AirTran cities. We also began operating Southwest's first scheduled service outside of the continental United States, with daily service to San Juan, Puerto Rico, beginning April 14th. By the end of 2013, we will have a Southwest presence in all AirTran domestic cities retained following the acquisition. While much of the converted capacity represents new city-pairs, we expect these new routes to develop rapidly. Our Cargo business also benefited from connecting the networks, coincident with the April 14th launch of cargo on AirTran under the Southwest brand.
"We are excited about our future network opportunities as we add international capabilities and continue the development of our domestic route network. We were thrilled to be awarded the slot exemption from the U.S. Department of Transportation to begin service between Houston Hobby and Ronald Reagan Washington National Airport next month. The introduction of this daily Southwest service will complete a triad of nonstop service options between Hobby and the Boston, New York, and Washington, D.C. metro areas.
“We continue to make progress on our fleet modernization efforts. During second quarter, we added three new Boeing 737-800s into service and retired two Boeing 737-300s. We also removed the first AirTran 717 from active service during the quarter in preparation for its transition out of the fleet next month. As of June 30, 2013, all Southwest Boeing 737-700s and 14 Boeing 737-300s have been retrofitted with the Evolve interior, and we plan to retrofit 64 additional -300s in the second half of this year. In May, we announced revisions to our future aircraft delivery schedule, including the launch of the Boeing 737 MAX 7 in 2019, with three objectives in mind: efficiently and aggressively manage our invested capital, shift the mix of new aircraft deliveries to the MAX, and replace Boeing 717s and Boeing 737s





being retired over the next three years with more economical aircraft. This includes augmenting our Boeing orders with the acquisition of pre-owned aircraft. In line with our plan, available seat miles (capacity) for 2013 are estimated to increase two percent year-over-year as a result of larger gauge aircraft. For 2014, we currently plan to keep our capacity in line with 2013 as we continue to optimize our network and execute our strategic plan.
“Our fleet modernization and other fuel conservation efforts resulted in a 4.1 percent improvement in second quarter available seat miles per gallon. Second quarter economic fuel costs declined significantly to $3.06 per gallon, as expected, compared to second quarter 2012's $3.22 per gallon. Based on our fuel derivative contracts and market prices as of July 22nd, third quarter 2013 economic fuel costs are expected to be in the $3.05 to $3.10 per gallon range, which is below third quarter 2012's $3.16 per gallon.
"Our second quarter unit costs, excluding fuel, special items, and profitsharing, increased 1.7 percent, compared to second quarter last year. Based on current trends and benefits from our fleet modernization efforts, we expect our third quarter 2013 unit costs, excluding fuel, special items, and profitsharing, to increase slightly from third quarter 2012's 7.72 cents.
“Our balance sheet and liquidity remain strong with approximately $3.7 billion in cash and short-term investments, as of yesterday, and a $1 billion fully available revolving credit facility. Our second quarter cash flow from operations was $778 million, and capital expenditures were $193 million, resulting in $585 million in free cash flow2. Our strong cash flow generation and record second quarter profits (excluding special items) reinforce the Board's authorizations in May 2013 to increase our stock repurchase program from $1 billion to $1.5 billion, along with quadrupling our quarterly dividend to an estimated 1.2 percent annual yield (based on yesterday's closing stock price of $13.76). During second quarter 2013, we returned approximately $279 million to our Shareholders through the payment of $28 million in dividends and the repurchase of approximately $251 million, or approximately 18 million shares, under an accelerated stock repurchase program completed in June. Since August 2011, we have repurchased approximately $975 million, or approximately 100 million shares, under our total $1.5 billion share repurchase authorization."
    
Awards and Recognitions
Named Brand of the Year in the Value Airline Category by the Harris Poll
Received top ranking by InsideFlyer Magazine for Best Customer Service and Best Loyalty Credit Card
Recognized as the Best Domestic Airline for Customer Service by Executive Travel Magazine's Leading Edge Awards
Awarded the Value Chain Gold Award for Aviation Cargo by Connect World Magazine
Recognized as one of Better Investing's Top 100 Companies
Named Corporate Advocate of the Year by the Hispanic Chamber of Commerce of Metro Denver





Received the Helen Woodward Animal Center Humane Award for assistance during Hurricane Sandy

Financial Results
The Company's second quarter 2013 total operating revenues increased 0.6 percent to $4.6 billion, while operating unit revenues decreased 2.4 percent, on a 3.0 percent increase in available seat miles, and approximately four percent increase in average seats per trip, all as compared to second quarter 2012. Total operating expenses in second quarter 2013 increased 1.3 percent to $4.2 billion, as compared to second quarter 2012. The Company incurred costs (before taxes) associated with the acquisition and integration of AirTran, which are special items, of $26 million during second quarter 2013, compared to $11 million in second quarter 2012. Cumulative costs associated with the acquisition and integration of AirTran, as of June 30, 2013, totaled $363 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 second quarter 2013 were $4.2 billion, compared to $4.1 billion in second quarter 2012.
Second quarter 2013 economic fuel costs were $3.06 per gallon, including $.05 per gallon in unfavorable cash settlements for fuel derivative contracts, compared to $3.22 per gallon in second quarter 2012, including $.04 per gallon in unfavorable cash settlements for fuel derivative contracts. The Company has derivative contracts in place for approximately 80 and 85 percent of its estimated fuel consumption in the third and fourth quarters of 2013, respectively. As of July 22nd, the fair market value of the Company's hedge portfolio through 2017 was a net asset of approximately $102 million. Additional information regarding the Company's fuel derivative contracts is included in the accompanying tables.
Excluding fuel, special items, and profitsharing in both periods, second quarter 2013 operating costs increased 0.7 percent from second quarter 2012, and 1.7 percent on a unit basis.
Operating income for second quarter 2013 was $433 million, compared to $460 million in second quarter 2012. Excluding special items, operating income was $479 million for second quarter 2013, compared to $485 million in the same period last year.
Other expenses for second quarter 2013 were $70 million, compared to $92 million in second quarter 2012. This $22 million decrease primarily resulted from $47 million in other losses recognized in second quarter 2013, compared to $62 million in second quarter 2012. In both periods, these losses primarily resulted from unrealized mark-to-market gains/losses associated with a portion of the Company's fuel hedging portfolio, which are special items. Excluding these special items, other losses were $12 million in second quarter 2013, compared to $14 million in second quarter 2012, primarily attributable to the premium costs associated with the Company's fuel derivative contracts. Third quarter 2013 premium costs related to fuel derivative contracts are currently estimated to be approximately $22 million, compared to $15 million in third quarter 2012. Net interest expense declined to $23 million in second quarter 2013, compared to $30 million in second quarter 2012, primarily due to the repayment of AirTran aircraft financing facilities during the first quarter of 2013.





For the six months ended June 30, 2013, total operating revenues increased 1.4 percent to $8.7 billion, while total operating expenses increased 1.2 percent to $8.2 billion, resulting in operating income of $503 million, compared to $481 million for the same period last year. Excluding special items, operating income was $591 million for first half 2013, compared to $495 million for first half 2012.
Net income for first half 2013 was $283 million, or $.39 per diluted share, compared to $327 million, or $.43 per diluted share, for the same period last year. Excluding special items, net income for first half 2013 was $328 million, or a record $.45 per diluted share, compared to $255 million, or $.33 per diluted share, for the same period last year.
The Company's return on invested capital2 (before taxes and excluding special items) was approximately nine percent for the twelve months ended June 30, 2013. Additional information regarding pre-tax return on invested capital is included in the accompanying reconciliation tables. 
For the six months ended June 30, 2013, net cash provided by operations was $1.8 billion, and capital expenditures were $727 million, resulting in free cash flow2 in excess of $1 billion. The Company repaid $216 million in debt and capital lease obligations during first half 2013, and intends to repay approximately $100 million more in debt and capital lease obligations during the remainder of the year.

Conference Call
Southwest will discuss its second quarter 2013 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.

1The Company presented its 2013 plan at its Investor Day held in December 2012. The presentation, including revenue and capacity assumptions in its 2013 plan, can be found at http://southwest.investorroom.com/past-events.
2See 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 integration of AirTran and the Company's related financial and operational plans and expectations, including expected benefits and costs associated with the integration; (iii) the Company's fleet plans, including its fleet modernization and capacity plans and expectations; (iv) the Company's network plans, opportunities, and expectations; (v) the Company's plans and expectations related to managing risk associated with changing jet fuel prices; and (vi) the Company's expectations with respect to liquidity (including its plans for the repayment of debt and capital lease obligations) and capital expenditures. 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 fuel prices, economic conditions, 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 effectively integrate AirTran and realize the expected synergies and other benefits from the acquisition; (iii) 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; (iv) the Company's ability to timely and effectively prioritize its strategic initiatives and related expenditures; (v) the Company's dependence on third parties with respect to certain of its initiatives, in particular 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 and other regulation 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, 2012.








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


Three months ended
 
 
 
Six months ended
 
 
 
June 30,
 
 
 
June 30,
 
 
 
2013
 
2012
 
Percent change
 
2013
 
2012
 
Percent change
OPERATING REVENUES:
 
 
 
 
 
 
 
 
 
 
 
Passenger
$
4,380

 
$
4,347

(1)
0.8
 
$
8,218

 
$
8,097

(1)
1.5
Freight
43

 
42

 
2.4
 
82

 
79

 
3.8
Other
220

 
227

(1)
(3.1)
 
427

 
430

(1)
(0.7)
     Total operating revenues
4,643

 
4,616

 
0.6
 
8,727

 
8,606

 
1.4
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Salaries, wages, and benefits
1,298

 
1,222

 
6.2
 
2,481

 
2,363

 
5.0
Fuel and oil
1,489

 
1,577

 
(5.6)
 
2,946

 
3,087

 
(4.6)
Maintenance materials and repairs
281

 
291

 
(3.4)
 
571

 
562

 
1.6
Aircraft rentals
92

 
90

 
2.2
 
185

 
178

 
3.9
Landing fees and other rentals
292

 
260

 
12.3
 
558

 
513

 
8.8
Depreciation and amortization
213

 
202

 
5.4
 
422

 
403

 
4.7
Acquisition and integration
26

 
11

 
136.4
 
39

 
24

 
62.5
Other operating expenses
519

 
503

 
3.2
 
1,022

 
995

 
2.7
     Total operating expenses
4,210

 
4,156

 
1.3
 
8,224

 
8,125

 
1.2
OPERATING INCOME
433

 
460

 
(5.9)
 
503

 
481

 
4.6
OTHER EXPENSES (INCOME):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
33

 
38

 
(13.2)
 
62

 
77

 
(19.5)
Capitalized interest
(8
)
 
(6
)
 
33.3
 
(13
)
 
(11
)
 
18.2
Interest income
(2
)
 
(2
)
 
 
(3
)
 
(3
)
 
Other (gains) losses, net
47

 
62

 
(24.2)
 
1

 
(109
)
 
(100.9)
     Total other expenses (income)
70

 
92

 
(23.9)
 
47

 
(46
)
 
n.a.
INCOME BEFORE INCOME TAXES
363

 
368

 
(1.4)
 
456

 
527

 
(13.5)
PROVISION FOR INCOME TAXES
139

 
140

 
(0.7)
 
173

 
200

 
(13.5)
NET INCOME
$
224

 
$
228

 
(1.8)
 
$
283

 
$
327

 
(13.5)
 
 
 
 
 
 
 
 
 
 
 
 
NET INCOME PER SHARE:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.31

 
$
0.30

 
 
 
$
0.39

 
$
0.43

 
 
Diluted
$
0.31

 
$
0.30

 
 
 
$
0.39

 
$
0.43

 
 
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING:
 
 
 
 
 
 
 
 
Basic
714

 
757

 
 
 
719

 
764

 
 
Diluted
722

 
764

 
 
 
727

 
771

 
 


(1) The Company made a fourth quarter 2012 reclassification to change the allocation of revenues associated with its sale of frequent flyer points directly to Customers and the redemption of those points for flights. The Company has thus reclassified $9 million and $17 million in Operating revenues for the three and six months ended June 30, 2012, respectively, from Other revenues to Passenger revenues to conform to the current presentation.






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
 
 
 
Six months ended
 
 
 
June 30,
 
 
 
June 30,
 
 
 
2013
 
2012
 
Percent Change
 
2013
 
2012
 
Percent Change
Fuel and oil expense, unhedged
$
1,442

 
$
1,544

 
 
 
$
2,847

 
$
3,022

 
 
Add: Fuel hedge losses included in Fuel and oil expense
47

 
33

 
 
 
99

 
65

 
 
Fuel and oil expense, as reported
$
1,489

 
$
1,577

 
 
 
$
2,946

 
$
3,087

 
 
Add (Deduct): Net impact from fuel contracts (1)
(20
)
 
(14
)
 
 
 
(49
)
 
10

 
 
Fuel and oil expense, economic
$
1,469

 
$
1,563

 
(6.0)
 
$
2,897

 
$
3,097

 
(6.5)
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses, as reported
$
4,210

 
$
4,156

 
 
 
$
8,224

 
$
8,125

 
 
Add (Deduct): Net impact from fuel contracts (1)
(20
)
 
(14
)
 
 
 
(49
)
 
10

 
 
Total operating expenses, economic
$
4,190

 
$
4,142

 
 
 
$
8,175

 
$
8,135

 
 
Deduct: Acquisition and integration costs
(26
)
 
(11
)
 
 
 
(39
)
 
(24
)
 
 
Total operating expenses, non-GAAP
$
4,164

 
$
4,131

 

 
$
8,136

 
$
8,111

 

Deduct: Profitsharing expense
(78
)
 
(73
)
 
 
 
(94
)
 
(73
)
 
 
Total operating expenses, non-GAAP, excluding Profitsharing
$
4,086

 
$
4,058

 
0.7
 
$
8,042

 
$
8,038

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income, as reported
$
433

 
$
460

 
 
 
$
503

 
$
481

 
 
Add (Deduct): Net impact from fuel contracts (1)
20

 
14

 
 
 
49

 
(10
)
 
 
Operating income, economic
$
453

 
$
474

 
 
 
$
552

 
$
471

 
 
Add: Acquisition and integration costs
26

 
11

 
 
 
39

 
24

 
 
Operating income, non-GAAP
$
479

 
$
485

 
(1.2)
 
$
591

 
$
495

 
19.4
 
 
 
 
 
 
 
 
 
 
 
 
Other (gains) losses, net, as reported
$
47

 
$
62

 
 
 
$
1

 
$
(109
)
 
 
Add (Deduct): Net impact from fuel contracts (1)
(35
)
 
(48
)
 
 
 
16

 
129

 
 
Other losses, net, non-GAAP
$
12

 
$
14

 
(14.3)
 
$
17

 
$
20

 
(15.0)
 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes, as reported
$
363

 
$
368

 
 
 
$
456

 
$
527

 
 
Add (Deduct): Net impact from fuel contracts (1)
55

 
62

 
 
 
33

 
(139
)
 
 
 
$
418

 
$
430

 
 
 
$
489

 
$
388

 
 
Add: Acquisition and integration costs
26

 
11

 
 
 
39

 
24

 
 
Income before income taxes, non-GAAP
$
444

 
$
441

 
0.7
 
$
528

 
$
412

 
28.2
 
 
 
 
 
 
 
 
 
 
 
 
Net income, as reported
$
224

 
$
228

 
 
 
$
283

 
$
327

 
 
Add (Deduct): Net impact from fuel contracts (1)
55

 
62

 
 
 
33

 
(139
)
 
 
Add (Deduct): Income tax impact of fuel contracts
(21
)
 
(24
)
 
 
 
(12
)
 
52

 
 
 
$
258

 
$
266

 
 
 
$
304

 
$
240

 
 
Add: Acquisition and integration costs, net (2)
16

 
7

 
 
 
24

 
15

 
 
Net income, non-GAAP
$
274

 
$
273

 
0.4
 
$
328

 
$
255

 
28.6
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share, diluted, as reported
$
0.31

 
$
0.30

 
 
 
$
0.39

 
$
0.43

 
 
Add (Deduct): Net impact from fuel contracts
0.05

 
0.05

 
 
 
0.03

 
(0.12
)
 
 
 
$
0.36

 
$
0.35

 
 
 
$
0.42

 
$
0.31

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

 
0.01

 
 
 
0.03

 
0.02

 
 
Net income per share, diluted, non-GAAP
$
0.38

 
$
0.36

 
5.6
 
$
0.45

 
$
0.33

 
36.4
(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
 
Six months ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Fuel and oil expense
 
 
 
 
 
 
 
Reclassification between Fuel and oil and Other (gains) losses, net,
  associated with current period settled contracts
$
7

 
$
(10
)
 
$
7

 
$
(12
)
Contracts settling in the current period, but for which gains and/or
  (losses) have been recognized in a prior period (1)
(27
)
 
(4
)
 
(56
)
 
22

Impact from fuel contracts to Fuel and oil expense
$
(20
)
 
$
(14
)
 
$
(49
)
 
$
10

 
 
 
 
 
 
 
 
Operating Income
 
 
 
 
 
 
 
Reclassification between Fuel and oil and Other (gains) losses, net,
  associated with current period settled contracts
$
(7
)
 
$
10

 
$
(7
)
 
$
12

Contracts settling in the current period, but for which gains and/or
  (losses) have been recognized in a prior period (1)
27

 
4

 
56

 
(22
)
Impact from fuel contracts to Operating Income
$
20

 
$
14

 
$
49

 
$
(10
)
 
 
 
 
 
 
 
 
Other (gains) losses, net
 
 
 
 
 
 
 
Mark-to-market impact from fuel contracts settling in future periods
$
(25
)
 
$
(50
)
 
$
35

 
$
156

Ineffectiveness from fuel hedges settling in future periods
(3
)
 
(8
)
 
(12
)
 
(39
)
Reclassification between Fuel and oil and Other (gains) losses, net,
  associated with current period settled contracts
(7
)
 
10

 
(7
)
 
12

Impact from fuel contracts to Other (gains) losses, net
$
(35
)
 
$
(48
)
 
$
16

 
$
129

 
 
 
 
 
 
 
 
Net Income
 
 
 
 
 
 
 
Mark-to-market impact from fuel contracts settling in future periods
$
25

 
$
50

 
$
(35
)
 
$
(156
)
Ineffectiveness from fuel hedges settling in future periods
3

 
8

 
12

 
39

Other net impact of fuel contracts settling in the current or a prior
  period (excluding reclassifications)
27

 
4

 
56

 
(22
)
Impact from fuel contracts to Net Income (2)
$
55

 
$
62

 
$
33

 
$
(139
)



(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
 
 
 
Six months ended
 
 
 
June 30,
 
 
 
June 30,
 
 
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Revenue passengers carried
28,960,367

 
28,859,348

 
0.4%
 
54,164,301

 
54,420,170

 
(0.5)%
Enplaned passengers
35,530,779

 
35,210,151

 
0.9%
 
66,243,404

 
66,364,573

 
(0.2)%
Revenue passenger miles (RPMs) (000s)
27,929,506

 
27,206,498

 
2.7%
 
51,686,249

 
50,891,364

 
1.6%
Available seat miles (ASMs) (000s)
34,231,243

 
33,230,589

 
3.0%
 
65,032,668

 
63,863,482

 
1.8%
Load factor
81.6
%
 
81.9
%
 
(0.3) pts.
 
79.5
%
 
79.7
%
 
(0.2) pts.
Average length of passenger haul (miles)
964

 
943

 
2.2%
 
954

 
935

 
2.0%
Average aircraft stage length (miles)
708

 
699

 
1.3%
 
701

 
692

 
1.3%
Trips flown
343,592

 
352,726

 
(2.6)%
 
662,106

 
686,622

 
(3.6)%
Average passenger fare
$
151.23

 
$
150.65

(1)
0.4%
 
$
151.73

 
$
148.80

(1)
2.0%
Passenger revenue yield per RPM (cents)
15.68

 
15.98

(1)
(1.9)%
 
15.90

 
15.91

(1)
(0.1)%
RASM (cents)
13.56

 
13.89

 
(2.4)%
 
13.42

 
13.48

 
(0.4)%
PRASM (cents)
12.79

 
13.08

(1)
(2.2)%
 
12.64

 
12.68

(1)
(0.3)%
CASM (cents)
12.30

 
12.51

 
(1.7)%
 
12.65

 
12.72

 
(0.6)%
CASM, excluding fuel (cents)
7.95

 
7.76

 
2.4%
 
8.12

 
7.89

 
2.9%
CASM, excluding special items (cents)
12.16

 
12.43

 
(2.2)%
 
12.51

 
12.70

 
(1.5)%
CASM, excluding fuel and special items (cents)
7.87

 
7.73

 
1.8%
 
8.06

 
7.85

 
2.7%
CASM, excluding fuel, special items, and profitsharing (cents)
7.64

 
7.51

 
1.7%
 
7.92

 
7.74

 
2.3%
Fuel costs per gallon, including fuel tax (unhedged)
$
3.01

 
$
3.18

 
(5.3)%
 
$
3.12

 
$
3.25

 
(4.0)%
Fuel costs per gallon, including fuel tax
$
3.11

 
$
3.25

 
(4.3)%
 
$
3.23

 
$
3.32

 
(2.7)%
Fuel costs per gallon, including fuel tax (economic)
$
3.06

 
$
3.22

 
(5.0)%
 
$
3.17

 
$
3.33

 
(4.8)%
Fuel consumed, in gallons (millions)
478

 
483

 
(1.0)%
 
910

 
926

 
(1.7)%
Active fulltime equivalent Employees
45,216

 
46,128

 
(2.0)%
 
45,216

 
46,128

 
(2.0)%
Aircraft in service at period-end
696

 
695

 
0.1%
 
696

 
695

 
0.1%


RASM (unit revenue) - Operating revenue yield per ASM
PRASM (Passenger unit revenue) - Passenger revenue yield per ASM
CASM (unit costs) - Operating expenses per ASM


(1) The Company made a fourth quarter 2012 reclassification to change the allocation of revenues associated with its sale of frequent flyer points directly to Customers and the redemption of those points for flights. The Company has thus reclassified $9 million and $17 million in Operating revenues for the three and six months ended June 30, 2012, respectively, from Other revenues to Passenger revenues to conform to the current presentation.








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

 
 
 
 
 
Twelve Months Ended
 
Twelve Months Ended
 
June 30, 2013
 
June 30, 2012
Operating Income, as reported
645

 
853

Add (Deduct): Net impact from fuel contracts
92

 
(3
)
Add: Acquisition and integration costs
198

 
83

Add: Asset impairment, net (1)

 
14

Operating Income, non-GAAP
935

 
947

Net adjustment for aircraft leases (2)
127

 
160

Adjustment for fuel hedge accounting
(35
)
 
(68
)
Adjusted Operating Income, non-GAAP
1,027

 
1,039

 
 
 
 
Average invested capital (3)
11,937

 
13,037

Equity adjustment for hedge accounting
132

 
240

Adjusted average invested capital
12,069

 
13,277

 
 
 
 
ROIC, pre-tax
9
%
 
8
%


(1) Net of profitsharing impact.
(2) Net adjustment related to presumption that all aircraft in fleet are owned.
(3) 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)

 
June 30,
2013
 
December 31,
2012
ASSETS
 
 
 
Current assets:
 
 
 
     Cash and cash equivalents
$
1,489

 
$
1,113

     Short-term investments
1,904

 
1,857

     Accounts and other receivables
514

 
332

     Inventories of parts and supplies, at cost
461

 
469

     Deferred income taxes
287

 
246

     Prepaid expenses and other current assets
209

 
210

          Total current assets
4,864

 
4,227

Property and equipment, at cost:
 
 
 
     Flight equipment
16,707

 
16,367

     Ground property and equipment
2,883

 
2,714

     Deposits on flight equipment purchase contracts
633

 
416

 
20,223

 
19,497

     Less allowance for depreciation and amortization
7,059

 
6,731

 
13,164

 
12,766

Goodwill
970

 
970

Other assets
384

 
633

 
$
19,382

 
$
18,596

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
     Accounts payable
$
1,232

 
$
1,107

     Accrued liabilities
1,207

 
1,102

     Air traffic liability
3,077

 
2,170

     Current maturities of long-term debt
263

 
271

          Total current liabilities
5,779

 
4,650

 
 
 
 
Long-term debt less current maturities
2,671

 
2,883

Deferred income taxes
2,883

 
2,884

Deferred gains from sale and leaseback of aircraft
57

 
63

Other noncurrent liabilities
1,211

 
1,124

Stockholders' equity:
 
 
 
     Common stock
808

 
808

     Capital in excess of par value
1,201

 
1,210

     Retained earnings
6,015

 
5,768

     Accumulated other comprehensive loss
(248
)
 
(119
)
     Treasury stock, at cost
(995
)
 
(675
)
          Total stockholders' equity
6,781

 
6,992

 
$
19,382

 
$
18,596









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

 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
     Net income
$
224

 
$
228

 
$
283

 
$
327

     Adjustments to reconcile net income to cash provided by (used in)
     operating activities:
 
 
 
 
 
 
 
     Depreciation and amortization
213

 
202

 
422

 
403

     Unrealized (gain) loss on fuel derivative instruments
55

 
63

 
33

 
(138
)
     Deferred income taxes
21

 
24

 
23

 
38

     Amortization of deferred gains on sale and leaseback of aircraft
(3
)
 
(3
)
 
(6
)
 
(6
)
     Changes in certain assets and liabilities:
 
 
 
 
 
 
 
          Accounts and other receivables
(51
)
 
(37
)
 
(147
)
 
(105
)
          Other assets
6

 
(39
)
 
(19
)
 
(90
)
          Accounts payable and accrued liabilities
162

 
77

 
282

 
301

          Air traffic liability
199

 
(28
)
 
907

 
693

          Cash collateral received from derivative counterparties
(53
)
 
(181
)
 
(25
)
 
(34
)
          Other, net
5

 
(161
)
 
7

 
(19
)
     Net cash provided by operating activities
778

 
145

 
1,760

 
1,370

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
     Payments for purchase of property and equipment, net
(193
)
 
(416
)
 
(727
)
 
(543
)
     Purchases of short-term investments
(900
)
 
(633
)
 
(1,624
)
 
(1,255
)
     Proceeds from sales of short-term and other investments
793

 
688

 
1,580

 
1,424

     Other, net

 
6

 

 
6

     Net cash used in investing activities
(300
)
 
(355
)
 
(771
)
 
(368
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
     Proceeds from Employee stock plans
13

 
12

 
19

 
17

     Payments of long-term debt and capital lease obligations
(52
)
 
(38
)
 
(216
)
 
(469
)
     Payments of cash dividends
(28
)
 
(8
)
 
(43
)
 
(14
)
     Repurchase of common stock
(251
)
 
(225
)
 
(351
)
 
(275
)
     Other, net
(9
)
 
(6
)
 
(22
)
 
(7
)
     Net cash used in financing activities
(327
)
 
(265
)
 
(613
)
 
(748
)
 
 
 
 
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
151

 
(475
)
 
376

 
254

 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,338

 
1,558

 
1,113

 
829

 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
1,489

 
$
1,083

 
$
1,489

 
$
1,083









Southwest Airlines Co.
Fuel Derivative Contracts
As of July 22, 2013


 
Estimated economic jet fuel price per gallon,
including taxes
Average Brent Crude Oil price per barrel
3Q 2013 (2)
4Q 2013 (2)
Full Year 2013
 
 
 
 
$85
$2.85 - $2.90
$2.85 - $2.90
$3.00 - $3.05
$95
$2.90 - $2.95
$2.90 - $2.95
$3.05 - $3.10
Current Market (1)
$3.05 - $3.10
$3.05 - $3.10
$3.10 - $3.15
$115
$3.15 - $3.20
$3.25 - $3.30
$3.20 - $3.25
$125
$3.25 - $3.30
$3.35 - $3.40
$3.25 - $3.30
 
 
Period
Average percent of estimated fuel consumption covered by fuel derivative contracts at varying WTI/Brent crude oil-equivalent price levels
 
 
2014
Approx. 35%
2015
Approx. 35%
2016
Approx. 30%
2017
Approx. 50%



(1) Brent crude oil average market prices as of July 22, 2013 were approximately $107 and $105 per barrel for third and fourth quarter 2013, respectively.

(2) The Company has approximately 80 percent of its third quarter 2013 estimated fuel consumption covered by fuel derivative contracts with approximately 70 percent at varying Gulf Coast jet fuel-equivalent prices and the remainder at varying Brent crude oil-equivalent prices.  The Company has approximately 85 percent of its fourth quarter 2013 estimated fuel consumption covered by fuel derivative contracts with approximately 75 percent at varying Gulf Coast jet fuel-equivalent prices and the remainder at varying Brent crude oil-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 July 22, 2013.






Southwest Airlines Co.
737 Delivery Schedule
As of July 24, 2013


 
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
 
2013

 
18


2



 

20

(3)
2014

 
36


7



 

43

 
2015
36

 


5



 

41

 
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

 




14

 
23

37

 
2024

 




14

 
23

37

 
2025







 
36

36

 
Through 2027

 





 
72

72

 
 
92

(1)
54

36

14

30

150

(2)
191

567

 



(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 nine 737-800s and two leased 737-700s delivered through July 24, 2013.






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, 2012.
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 June 30, 2013, the Company generated $585 million in free cash flow, calculated as operating cash flows of $778 million less capital expenditures of $193 million. For the six months ended June 30, 2013, the Company generated $1,033 million in free cash flow, calculated as operating cash flows of $1,760 million less capital expenditures of $727 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).