SOUTHWEST AIRLINES CO - FORM 10-Q - May 3, 2017

Attached files

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EX-32.1 - CERTIFICATION OF CEO AND CFO - SOUTHWEST AIRLINES COluv-3312017xex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - SOUTHWEST AIRLINES COluv-3312017xex312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SOUTHWEST AIRLINES COluv-3312017xex311.htm
EX-10.2 - SUPPLEMENTAL AGREEMENT NO. 101 - SOUTHWEST AIRLINES COluv-3312017xex102.htm
EX-10.1 - SUPPLEMENTAL AGREEMENT NO. 100 - SOUTHWEST AIRLINES COluv-3312017xex101.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2017
 
or
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to ________
Commission File No. 1-7259

southwestheartimagea01.jpg

Southwest Airlines Co.
(Exact name of registrant as specified in its charter)
TEXAS
74-1563240
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
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

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No þ

Number of shares of Common Stock outstanding as of the close of business on May 1, 2017: 604,662,683



TABLE OF CONTENTS TO FORM 10-Q





2


SOUTHWEST AIRLINES CO.
FORM 10-Q
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements
Southwest Airlines Co.
Condensed Consolidated Balance Sheet
(in millions)
(unaudited)
 
March 31, 2017
 
December 31, 2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,851

 
$
1,680

Short-term investments
1,631

 
1,625

Accounts and other receivables
585

 
546

Inventories of parts and supplies, at cost
356

 
337

Prepaid expenses and other current assets
235

 
310

Total current assets
4,658

 
4,498

 
 
 
 
Property and equipment, at cost:
 

 
 

Flight equipment
20,348

 
20,275

Ground property and equipment
3,908

 
3,779

Deposits on flight equipment purchase contracts
1,208

 
1,190

Assets constructed for others
1,319

 
1,220

 
26,783

 
26,464

Less allowance for depreciation and amortization
9,497

 
9,420

 
17,286

 
17,044

Goodwill
970

 
970

Other assets
849

 
774

 
$
23,763

 
$
23,286

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
1,214

 
$
1,178

Accrued liabilities
1,947

 
1,985

Air traffic liability
4,012

 
3,115

Current maturities of long-term debt
285

 
566

Total current liabilities
7,458

 
6,844

 
 
 
 
Long-term debt less current maturities
2,781

 
2,821

Deferred income taxes
3,442

 
3,374

Construction obligation
1,175

 
1,078

Other noncurrent liabilities
703

 
728

Stockholders' equity:
 

 
 

Common stock
808

 
808

Capital in excess of par value
1,419

 
1,410

Retained earnings
11,708

 
11,418

Accumulated other comprehensive loss
(312
)
 
(323
)
Treasury stock, at cost
(5,419
)
 
(4,872
)
Total stockholders' equity
8,204

 
8,441

 
$
23,763

 
$
23,286

See accompanying notes.

3


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

 
Three months ended March 31,
 
2017
 
2016
OPERATING REVENUES:
 
 
 
Passenger
$
4,424

 
$
4,398

Freight
42

 
42

Other
417

 
386

Total operating revenues
4,883

 
4,826

 
 
 
 
OPERATING EXPENSES:
 

 
 

Salaries, wages, and benefits
1,733

 
1,539

Fuel and oil
922

 
852

Maintenance materials and repairs
243

 
262

Aircraft rentals
54

 
59

Landing fees and other rentals
313

 
302

Depreciation and amortization
318

 
290

Other operating expenses
642

 
578

Total operating expenses
4,225

 
3,882

 
 
 
 
OPERATING INCOME
658

 
944

 
 
 
 
OTHER EXPENSES (INCOME):
 

 
 

Interest expense
29

 
30

Capitalized interest
(11
)
 
(11
)
Interest income
(7
)
 
(5
)
Other (gains) losses, net
94

 
114

Total other expenses (income)
105

 
128

 
 
 
 
INCOME BEFORE INCOME TAXES
553

 
816

PROVISION FOR INCOME TAXES
202

 
303

 
 
 
 
NET INCOME
$
351

 
$
513

 
 
 
 
NET INCOME PER SHARE, BASIC
$
0.57

 
$
0.80

 
 
 
 
NET INCOME PER SHARE, DILUTED
$
0.57

 
$
0.79

 
 
 
 
COMPREHENSIVE INCOME
$
362

 
$
670

 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING
 

 
 

Basic
613

 
641

Diluted
614

 
648

 
 
 
 
Cash dividends declared per common share
$
.100

 
$
.075

See accompanying notes.

4


Southwest Airlines Co.
Condensed Consolidated Statement of Cash Flows
(in millions)
(unaudited)
 
Three months ended
 
March 31,
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
351

 
$
513

Adjustments to reconcile net income to cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
318

 
290

Unrealized/realized (gain) loss on fuel derivative instruments
27

 
88

Deferred income taxes
62

 
26

Changes in certain assets and liabilities:
 

 
 

Accounts and other receivables
(35
)
 
(21
)
Other assets
(81
)
 
4

Accounts payable and accrued liabilities
93

 
313

Air traffic liability
897

 
685

Cash collateral received from (provided to) derivative counterparties
37

 
(231
)
Other, net
(44
)
 
(51
)
Net cash provided by operating activities
1,625

 
1,616

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Capital expenditures
(414
)
 
(438
)
Assets constructed for others
(49
)
 
(11
)
Purchases of short-term investments
(563
)
 
(256
)
Proceeds from sales of short-term and other investments
556

 
530

Net cash used in investing activities
(470
)
 
(175
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Proceeds from Employee stock plans
7

 
11

Reimbursement for assets constructed for others
49

 
10

Payments of long-term debt and capital lease obligations
(369
)
 
(56
)
Payments of cash dividends
(123
)
 
(96
)
Repayment of construction obligation
(2
)
 
(2
)
Repurchase of common stock
(550
)
 
(500
)
Other, net
4

 
(3
)
Net cash used in financing activities
(984
)
 
(636
)
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
171

 
805

 
 
 
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,680

 
1,583

 
 
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
1,851

 
$
2,388

 
 
 
 
CASH PAYMENTS FOR:
 
 
 
Interest, net of amount capitalized
$
27

 
$
27

Income taxes
$
6

 
$
73

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
 
 
 
Flight equipment under capital leases
$
39

 
$
169

Assets constructed for others
$
50

 
$
60

See accompanying notes.

5


Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)

1.    BASIS OF PRESENTATION

Southwest Airlines Co. (the “Company”) operates Southwest Airlines, a major passenger airline that provides scheduled air transportation in the United States and near-international markets. The unaudited Condensed Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. The unaudited Condensed Consolidated Financial Statements for the interim periods ended March 31, 2017 and 2016 include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments and elimination of significant intercompany transactions. Financial results for the Company and airlines in general can be seasonal in nature. In many years, the Company's revenues, as well as its operating income and net income, have been better in its second and third fiscal quarters than in its first and fourth fiscal quarters. Air travel is also significantly impacted by general economic conditions, the amount of disposable income available to consumers, unemployment levels, corporate travel budgets, and other factors beyond the Company's control. These and other factors, such as the price of jet fuel in some periods, the nature of the Company's fuel hedging program, the periodic volatility of commodities used by the Company for hedging jet fuel, and the requirements related to hedge accounting, have created, and may continue to create, significant volatility in the Company's financial results. See Note 3 for further information on fuel and the Company's hedging program. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for future quarters or for the year ended December 31, 2017. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Southwest Airlines Co. Annual Report on Form 10-K for the year ended December 31, 2016.

2.    NEW ACCOUNTING PRONOUNCEMENTS

New accounting pronouncements
On March 10, 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in nonoperating expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted in first fiscal quarters only. The Company does not expect this to have a material impact on Operating income and expects this to have no impact on Net income. The Company will adopt this guidance as of January 1, 2018.

On January 26, 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test (as defined by the FASB), which requires a hypothetical purchase price allocation (implied fair value of goodwill) to measure impairment loss. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the new guidance, but does not expect it to have a significant impact on its financial statement presentation or results.

On March 10, 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The standard states that the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require de-designation of the hedge accounting relationship.

6
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


This ASU is effective for annual periods beginning after December 15, 2016, and interim periods therein. The Company adopted this standard as of January 1, 2017.

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Company believes the most significant impact of this ASU on its accounting will be the recognition of operating leases with durations greater than twelve months, with certain exceptions, on the balance sheet. A portion of the Company's aircraft fleet is on operating lease, and it has contractual lease agreements associated with the majority of space from which it operates at the airports it serves. The Company has formed a project team to evaluate and implement the standard and plans to provide additional information about its expected financial impact at a future date.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Following the FASB's finalization of a one year deferral of this standard, the ASU is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has formed a project team to evaluate and implement the standard, and currently believes the most significant impact of this ASU on its accounting will be the elimination of the incremental cost method for frequent flyer accounting, which will require the Company to re-value its liabilities associated with Customer flight points with a relative fair value approach, resulting in a significant increase in the liabilities. The Company's liabilities associated with these flight points was $64 million at March 31, 2017, and the Company currently estimates that applying a relative fair value would increase the liabilities by approximately twenty times that value. The adoption of the new standard is also expected to result in different income statement classification for certain types of revenues, such as ancillary revenues, which are currently classified as Other revenues. However, based on the Company's full year 2016 results, the estimated impact of this ASU would not have had a material impact on Operating revenues. The Company currently anticipates utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented, and plans to adopt the standard as of January 1, 2018. The Company is continuing to evaluate the new guidance both internally and through its participation in an industry working group, and plans to provide additional information at a future date.

3.    FINANCIAL DERIVATIVE INSTRUMENTS

Fuel contracts
Airline operators are inherently dependent upon energy to operate and, therefore, are impacted by changes in jet fuel prices. Furthermore, jet fuel and oil typically represents one of the largest operating expenses for airlines. The Company endeavors to acquire jet fuel at the lowest possible cost and to reduce volatility in operating expenses through its fuel hedging program. Although the Company may periodically enter into jet fuel derivatives for short-term timeframes, because jet fuel is not widely traded on an organized futures exchange, there are limited opportunities to hedge directly in jet fuel for time horizons longer than approximately 24 months into the future. However, the Company has found that financial derivative instruments in other commodities, such as West Texas Intermediate (“WTI”) crude oil, Brent crude oil, and refined products, such as heating oil and unleaded gasoline, can be useful in decreasing its exposure to jet fuel price volatility. The Company does not purchase or hold any financial derivative instruments for trading or speculative purposes.

The Company has used financial derivative instruments for both short-term and long-term timeframes, and primarily uses a mixture of purchased call options, collar structures (which include both a purchased call option and a sold put

7
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


option), call spreads (which include a purchased call option and a sold call option), put spreads (which include a purchased put option and a sold put option), and fixed price swap agreements in its portfolio. Although the use of collar structures and swap agreements can reduce the overall cost of hedging, these instruments carry more risk than purchased call options in that the Company could end up in a liability position when the collar structure or swap agreement settles. With the use of purchased call options and call spreads, the Company cannot be in a liability position at settlement, but does not have coverage once market prices fall below the strike price of the purchased call option.

For the purpose of evaluating its net cash spend for jet fuel and for forecasting its future estimated jet fuel expense, the Company evaluates its hedge volumes strictly from an “economic” standpoint and thus does not consider whether the hedges have qualified or will qualify for hedge accounting. The Company defines its “economic” hedge as the net volume of fuel derivative contracts held, including the impact of positions that have been offset through sold positions, regardless of whether those contracts qualify for hedge accounting. The level at which the Company is economically hedged for a particular period is also dependent on current market prices for that period, as well as the types of derivative instruments held and the strike prices of those instruments. For example, the Company may enter into “out-of-the-money” option contracts (including "catastrophic" protection), which may not generate intrinsic gains at settlement if market prices do not rise above the option strike price. Therefore, even though the Company may have an “economic” hedge in place for a particular period, that hedge may not produce any hedging gains at settlement and may even produce hedging losses depending on market prices, the types of instruments held, and the strike prices of those instruments.

For the three months ended March 31, 2017, the Company had fuel derivative instruments in place for up to 66 percent of its fuel consumption. As of March 31, 2017, the Company also had fuel derivative instruments in place to provide coverage at varying price levels, but up to a maximum of approximately 61 percent of its remaining 2017 estimated fuel consumption, depending on where market prices settle. The following table provides information about the Company’s volume of fuel hedging for the years 2017 through 2019 on an “economic” basis considering current market prices:

 
 
Maximum fuel hedged as of
 
 
 
 
March 31, 2017
 
Derivative underlying commodity type as of
Period (by year)
 
(gallons in millions) (a)
 
March 31, 2017
Remainder of 2017
 
961

 
WTI crude and Brent crude oil
2018
 
1,647

 
WTI crude and Brent crude oil
2019
 
649

 
WTI crude and Brent crude oil
(a) Due to the types of derivatives utilized by the Company and different price levels of those contracts, these volumes represent the maximum economic hedge in place and may vary significantly as market prices fluctuate.

Upon proper qualification, the Company accounts for its fuel derivative instruments as cash flow hedges. Generally, utilizing hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective are recorded in Accumulated other comprehensive income (loss) ("AOCI") until the underlying jet fuel is consumed. See Note 4. The Company’s results are subject to the possibility that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for hedge accounting. Ineffectiveness results when the change in the fair value of the derivative instrument exceeds the change in the value of the Company’s expected future cash outlay to purchase and consume jet fuel. To the extent that the periodic changes in the fair value of the derivatives are ineffective, the ineffective portion is recorded to Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income. Likewise, if a hedge ceases to qualify for hedge accounting, any change in the fair value of derivative instruments since the last reporting period is recorded to Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income in the period of the change; however, any amounts previously recorded to AOCI would remain there until such time as the original forecasted transaction occurs, at which time these amounts would be reclassified to Fuel and oil expense. When the Company has sold derivative positions in order to effectively “close” or offset a derivative already held as part of its fuel derivative instrument portfolio, any

8
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


subsequent changes in fair value of those positions are marked to market through earnings. Likewise, any changes in fair value of those positions that were offset by entering into the sold positions and were de-designated as hedges are concurrently marked to market through earnings. However, any changes in value related to hedges that were deferred as part of AOCI while designated as a hedge would remain until the originally forecasted transaction occurs. In a situation where it becomes probable that a fuel hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. The Company did not have any such situations occur during 2016, or during the three months ended March 31, 2017.

All cash flows associated with purchasing and selling fuel derivatives are classified as Other operating cash flows in the unaudited Condensed Consolidated Statement of Cash Flows. The following table presents the location of all assets and liabilities associated with the Company’s derivative instruments within the unaudited Condensed Consolidated Balance Sheet:

 
 
 
 
Asset derivatives
 
Liability derivatives
 
 
Balance Sheet
 
Fair value at
 
Fair value at
 
Fair value at
 
Fair value at
(in millions)
 
location
 
3/31/2017
 
12/31/2016
 
3/31/2017
 
12/31/2016
Derivatives designated as hedges*
 
 
 
 
 
 
 
 
 
 
Fuel derivative contracts (gross)
 
Prepaid expenses and other current assets
 
$
2

 
$
7

 
$
—

 
$
44

Fuel derivative contracts (gross)
 
Other assets
 
82

 
126

 
—

 
—

Fuel derivative contracts (gross)
 
Accrued liabilities
 
20

 
4

 
402

 
412

Interest rate derivative contracts
 
Other noncurrent liabilities
 
—

 
—

 
25

 
35

Total derivatives designated as hedges
 
$
104

 
$
137

 
$
427

 
$
491

Derivatives not designated as hedges*
 
 
 
 
 
 
 
 
 
 
Fuel derivative contracts (gross)
 
Prepaid expenses and other current assets
 
$
2

 
$
54

 
$
—

 
$
—

Fuel derivative contracts (gross)
 
Other assets
 
46

 
52

 
46

 
52

Fuel derivative contracts (gross)
 
Accrued liabilities
 
193

 
201

 
234

 
262

Interest rate derivative contracts
 
Other noncurrent liabilities
 
—

 
—

 
5

 
—

Total derivatives not designated as hedges
 
 
 
$
241

 
$
307

 
$
285

 
$
314

Total derivatives
 
 
 
$
345

 
$
444

 
$
712

 
$
805

* Represents the position of each trade before consideration of offsetting positions with each counterparty and does not include the impact of cash collateral deposits provided to or received from counterparties. See discussion of credit risk and collateral following in this Note.

In addition, the Company had the following amounts associated with fuel derivative instruments and hedging activities in its unaudited Condensed Consolidated Balance Sheet:


9
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


 
 
Balance Sheet
 
March 31,
 
December 31,
(in millions)
 
location
 
2017
 
2016
Cash collateral deposits held from counterparties for fuel
  contracts - current
 
Offset against Prepaid expenses and other current assets
 
$
2

 
$
4

Cash collateral deposits held from counterparties for fuel
  contracts - noncurrent
 
Offset against Other assets
 
5

 
6

Cash collateral deposits provided to counterparties for fuel
  contracts - current
 
Offset against Accrued liabilities
 
270

 
311

Due to third parties for fuel contracts
 
Accounts payable
 
55

 
75

 
All of the Company's fuel derivative instruments and interest rate swaps are subject to agreements that follow the netting guidance in the applicable accounting standards for derivatives and hedging. The types of derivative instruments the Company has determined are subject to netting requirements in the accompanying unaudited Condensed Consolidated Balance Sheet are those in which the Company pays or receives cash for transactions with the same counterparty and in the same currency via one net payment or receipt. For cash collateral held by the Company or provided to counterparties, the Company nets such amounts against the fair value of the Company's derivative portfolio by each counterparty. The Company has elected to utilize netting for both its fuel derivative instruments and interest rate swap agreements and also classifies such amounts as either current or noncurrent, based on the net fair value position with each of the Company's counterparties in the unaudited Condensed Consolidated Balance Sheet.

The Company's application of its netting policy associated with cash collateral differs depending on whether its derivative instruments are in a net asset position or a net liability position. If its fuel derivative instruments are in a net asset position with a counterparty, cash collateral amounts held are first netted against current outstanding derivative asset amounts associated with that counterparty until that balance is zero, and then any remainder is applied against the fair value of noncurrent outstanding derivative instruments. If the Company's fuel derivative instruments are in a net liability position with the counterparty, cash collateral amounts provided are first netted against noncurrent outstanding derivative liability amounts associated with that counterparty until that balance is zero, and then any remainder is applied against the fair value of current outstanding derivative instruments.

The Company has the following recognized financial assets and financial liabilities resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting:

Offsetting of derivative assets
 
(in millions)
 
 
 
 
 
(i)
 
(ii)
 
(iii) = (i) + (ii)
 
(i)
 
(ii)
 
(iii) = (i) + (ii)
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
Description
 
Balance Sheet location
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
 
Fuel derivative contracts
 
Prepaid expenses and other current assets
 
$
4

 
$
(2
)
 
$
2

 
$
61

 
$
(48
)
 
$
13

 
Fuel derivative contracts
 
Other assets
 
$
128

 
$
(51
)
 
$
77

(a)
$
178

 
$
(58
)
 
$
120

(a)
Fuel derivative contracts
 
Accrued liabilities
 
$
483

 
$
(483
)
 
$
—

(a)
$
516

 
$
(516
)
 
$
—

(a)
(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 5.


10
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Offsetting of derivative liabilities
 
(in millions)
 
 
 
 
 
(i)
 
(ii)
 
(iii) = (i) + (ii)
 
(i)
 
(ii)
 
(iii) = (i) + (ii)
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
Description
 
Balance Sheet location
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
 
Fuel derivative contracts
 
Prepaid expenses and other current assets
 
$
2

 
$
(2
)
 
$
—

 
$
48

 
$
(48
)
 
$
—

 
Fuel derivative contracts
 
Other assets
 
$
51

 
$
(51
)
 
$
—

(a)
$
58

 
$
(58
)
 
$
—

(a)
Fuel derivative contracts
 
Accrued liabilities
 
$
636

 
$
(483
)
 
$
153

(a)
$
674

 
$
(516
)
 
$
158

(a)
Interest rate derivative contracts
 
Other noncurrent liabilities
 
$
30

 
$
—

 
$
30

(a)
$
35

 
$
—

 
$
35

(a)
(a) The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Condensed Consolidated Balance Sheet in Note 5.


11
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The following tables present the impact of derivative instruments and their location within the unaudited Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2017 and 2016:

Derivatives in cash flow hedging relationships
 
(Gain) loss recognized in AOCI on derivatives (effective
 portion)
 
(Gain) loss reclassified from AOCI into income (effective
portion) (a)
 
(Gain) loss recognized in income on derivatives
(ineffective portion) (b)
 
Three months ended
 
Three months ended
 
Three months ended
 
March 31,
 
March 31,
 
March 31,
(in millions)
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Fuel derivative contracts
$
79

*
$
36

*
$
88

*
$
195

*
$
14

 
$
4

Interest rate derivatives
—

*
5

*
2

*
2

*
—

 
—

Total
$
79

 
$
41

 
$
90

 
$
197

 
$
14

 
$
4

*Net of tax
(a) Amounts related to fuel derivative contracts and interest rate derivatives, which are included in Fuel and oil and Interest expense, respectively.
(b) Amounts are included in Other (gains) losses, net.

Derivatives not in cash flow hedging relationships
 
 
 
 
 
(Gain) loss
recognized in income on
derivatives
 
 
 
 
 
 
Three months ended
 
Location of (gain) loss
 recognized in income
on derivatives
 
March 31,
 
(in millions)
2017
 
2016
 
Fuel derivative contracts
$
51

 
$
76

 
Other (gains) losses, net
Interest rate derivatives
(1
)
 
—

 
Interest Expense
 
$
50

 
$
76

 
 

The Company also recorded expense associated with premiums paid for fuel derivative contracts that settled/expired during the three months ended March 31, 2017 and 2016 of $34 million and $35 million, respectively. These amounts are excluded from the Company’s measurement of effectiveness for related hedges and are included as a component of Other (gains) losses, net, in the unaudited Condensed Consolidated Statement of Comprehensive Income.

The fair values of the derivative instruments, depending on the type of instrument, were determined by the use of present value methods or option value models with assumptions about commodity prices based on those observed in underlying markets or provided by third parties. Included in the Company’s cumulative net unrealized losses from fuel hedges as of March 31, 2017, recorded in AOCI, were approximately $275 million in unrealized losses, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to March 31, 2017.

Interest rate swaps
The Company is party to certain interest rate swap agreements that are accounted for as either fair value hedges or cash flow hedges, as defined in the applicable accounting guidance for derivative instruments and hedging. Several of the Company's interest rate swap agreements qualify for the “shortcut” method of accounting for hedges, which dictates that the hedges are assumed to be perfectly effective, and, thus, there is no ineffectiveness to be recorded in earnings. For the Company’s interest rate swap agreements that do not qualify for the "shortcut" method of accounting, ineffectiveness is required to be measured at each reporting period. The ineffectiveness associated with all of the Company’s interest rate swap agreements for all periods presented was not material.

12
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)



Credit risk and collateral
Credit exposure related to fuel derivative instruments is represented by the fair value of contracts that are an asset to the Company at the reporting date. At such times, these outstanding instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company has not experienced any significant credit loss as a result of counterparty nonperformance in the past. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market position of the fuel hedging program and its relative market position with each counterparty. At March 31, 2017, the Company had agreements with all of its active counterparties containing early termination rights and/or bilateral collateral provisions whereby security is required if market risk exposure exceeds a specified threshold amount based on the counterparty credit rating. The Company also had agreements with counterparties in which cash deposits, letters of credit, and/or pledged aircraft are required to be posted as collateral whenever the net fair value of derivatives associated with those counterparties exceeds specific thresholds. In certain cases, the Company has the ability to substitute among these different forms of collateral at its discretion. For example, at March 31, 2017, the Company had chosen to provide all of its collateral in the form of cash postings, although it could have chosen to provide aircraft and/or letters of credit for a significant portion of its collateral posted.


13
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The following table provides the fair values of fuel derivatives, amounts posted as collateral, and applicable collateral posting threshold amounts as of March 31, 2017, at which such postings are triggered:

 
Counterparty (CP)
 
 
(in millions)
A
 
B
 
C
 
D
 
Other (a)
 
Total
Fair value of fuel derivatives
$
(232
)
 
$
(78
)
 
$
(40
)
 
$
6

 
$
7

 
$
(337
)
Cash collateral held from (by) CP
(223
)
 
(46
)
 
—

 
6

 
—

 
(263
)
Aircraft collateral pledged to CP
—

 
—

 
—

 
—

 
—

 
—

Letters of credit (LC)
—

 
—

 
—

 
—

 
—

 
—

Option to substitute LC for aircraft
(200) to (600)(b)
 
(100) to (500)(c)
 
(150) to (550)(c)
 
N/A
 
 
 
 
Option to substitute LC for cash
N/A
 
>(500)(d)
 
(75) to (150) or >(550)(d)
 
(e)
 
 
 
 
If credit rating is investment
grade, fair value of fuel
derivative level at which:
 
 
 
 
 
 
 
 
 
 
 
Cash is provided to CP
(50) to (200) or >(600)
 
(50) to (100) or >(500)
 
(75) to (150) or >(550)
 
>(100)
 
 
 
 
Cash is received from CP
>50(f)
 
>150(f)
 
>250(f)
 
>0(f)
 
 
 
 
Aircraft or cash can be pledged to
  CP as collateral
(200) to (600)(g)
 
(100) to (500)(c)
 
(150) to (550)(c)
 
N/A
 
 
 
 
If credit rating is non-investment
grade, fair value of fuel derivative level at which:
 
 
 
 
 
 
 
 
 
 
 
Cash is provided to CP
(0) to (200) or >(600)
 
(0) to (100) or >(500)
 
(0) to (150) or >(550)
 
(h)
 
 
 
 
Cash is received from CP
(h)
 
(h)
 
(h)
 
(h)
 
 
 
 
Aircraft or cash can be pledged to
  CP as collateral
(200) to (600)
 
(100) to (500)
 
(150) to (550)
 
N/A
 
 
 
 
(a) Individual counterparties with fair value of fuel derivatives <$5 million.
(b) The Company has the option of providing letters of credit in addition to aircraft collateral if the appraised value of the aircraft does not meet the collateral requirements.
(c) The Company has the option of providing cash, letters of credit, or pledging aircraft as collateral.
(d) The Company has the option of providing cash or letters of credit as collateral.
(e) The Company has the option to substitute letters of credit for 100 percent of cash collateral requirement.
(f) Thresholds may vary based on changes in credit ratings within investment grade.
(g) The Company has the option of providing cash or pledging aircraft as collateral.
(h) Cash collateral is provided at 100 percent of fair value of fuel derivative contracts.





14
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


4.    COMPREHENSIVE INCOME

Comprehensive income includes changes in the fair value of certain financial derivative instruments that qualify for hedge accounting, unrealized gains and losses on certain investments, and actuarial gains/losses arising from the Company’s postretirement benefit obligation. The differences between Net income and Comprehensive income for the three months ended March 31, 2017 and 2016 were as follows:

 
Three months ended March 31,
(in millions)
2017
 
2016
NET INCOME
$
351

 
$
513

Unrealized gain on fuel derivative instruments, net of
  deferred taxes of $5 and $93
9

 
160

Unrealized gain (loss) on interest rate derivative instruments, net of
  deferred taxes of $1 and ($1)
2

 
(3
)
Total other comprehensive income
$
11

 
$
157

COMPREHENSIVE INCOME
$
362

 
$
670


A rollforward of the amounts included in AOCI, net of taxes, is shown below for the three months ended March 31, 2017:
(in millions)
Fuel derivatives
 
Interest rate derivatives
 
Defined benefit plan items
 
Other
 
Deferred tax
 
Accumulated other
comprehensive income (loss)
Balance at December 31, 2016
$
(499
)
 
$
(18
)
 
$
(14
)
 
$
20

 
$
188

 
$
(323
)
Changes in fair value
(125
)
 
—

 
—

 
—

 
46

 
(79
)
Reclassification to earnings
139

 
3

 
—

 
—

 
(52
)
 
90

Balance at March 31, 2017
$
(485
)
 
$
(15
)
 
$
(14
)
 
$
20

 
$
182

 
$
(312
)


The following table illustrates the significant amounts reclassified out of each component of AOCI for the three months ended March 31, 2017:

Three months ended March 31, 2017
(in millions)
 
Amounts reclassified from AOCI
 
Affected line item in the unaudited Condensed Consolidated Statement of
Comprehensive Income
AOCI components
 
 
Unrealized loss on fuel derivative instruments
 
$
139

 
Fuel and oil expense
 
 
51

 
Less: Tax expense
 
 
$
88

 
Net of tax
Unrealized loss on interest rate derivative instruments
 
$
3

 
Interest expense
 
 
1

 
Less: Tax expense
 
 
$
2

 
Net of tax
 
 
 
 
 
Total reclassifications for the period
 
$
90

 
Net of tax


15
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


5.    SUPPLEMENTAL FINANCIAL INFORMATION
(in millions)
March 31, 2017
 
December 31, 2016
Derivative contracts
$
77

 
$
120

Intangible assets, net
423

 
426

Capital lease receivable
86

 
90

Non-current prepaid maintenance
132

 
6

Other
131

 
132

Other assets
$
849

 
$
774


(in millions)
March 31, 2017
 
December 31, 2016
Accounts payable trade
$
181

 
$
138

Salaries payable
203

 
200

Taxes payable
280

 
184

Aircraft maintenance payable
31

 
26

Fuel payable
57

 
95

Other payables
462

 
535

Accounts payable
$
1,214

 
$
1,178


(in millions)
March 31, 2017
 
December 31, 2016
ProfitSharing and savings plans
$
710

 
$
645

Aircraft and other lease related obligations
42

 
55

Vacation pay
334

 
355

Union bonuses
87

 
188

Health
90

 
96

Derivative contracts
153

 
158

Workers compensation
184

 
183

Property and income taxes
145

 
68

Other
202

 
237

Accrued liabilities
$
1,947

 
$
1,985


(in millions)
March 31, 2017
 
December 31, 2016
Postretirement obligation
$
261

 
$
256

Non-current lease-related obligations
115

 
125

Other deferred compensation
195

 
204

Derivative contracts
30

 
35

Other
102

 
108

Other noncurrent liabilities
$
703

 
$
728


For further details on fuel derivative and interest rate derivative contracts, see Note 3.

Other Operating Expenses
Other operating expenses consist of distribution costs, advertising expenses, personnel expenses, professional fees, and other operating costs, none of which individually exceeded 10 percent of Operating expenses.


16
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


6.    NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share (in millions, except per share amounts):
 
Three months ended March 31,
 
2017
 
2016
NUMERATOR:
 
 
 
Net income
$
351

 
$
513

Incremental income effect of interest on 5.25% convertible notes
—

 
1

Net income after assumed conversion
$
351

 
$
514

 
 
 
 
DENOMINATOR:
 

 
 

Weighted-average shares outstanding, basic
613

 
641

Dilutive effect of Employee stock options and restricted stock units
1

 
1

Dilutive effect of 5.25% convertible notes
—

 
6

Adjusted weighted-average shares outstanding, diluted
614

 
648

 
 
 
 
NET INCOME PER SHARE:
 

 
 

Basic
$
0.57

 
$
0.80

Diluted
$
0.57

 
$
0.79


7.    COMMITMENTS AND CONTINGENCIES

Fort Lauderdale-Hollywood International Airport
In December 2013, the Company entered into an agreement with Broward County, Florida, which owns and operates Fort Lauderdale-Hollywood International Airport ("FLL"), to oversee and manage the design and construction of the airport's Terminal 1 Modernization Project. Pursuant to an addendum entered into during 2016, the cost of the project is not to exceed $333 million. In addition to significant improvements to the existing Terminal 1, the project includes the design and construction of a new five-gate Concourse A with an international processing facility. Funding for the project has come directly from Broward County aviation sources, but flows through the Company in its capacity as manager of the project. Major construction on the project began during third quarter 2015 and is estimated to be substantially completed by mid-2017. The Company has determined that due to its agreed upon role in overseeing and managing the project, it is considered the owner of the project for accounting purposes. As such, during construction the Company records expenditures as Assets constructed for others in the unaudited Condensed Consolidated Balance Sheet ("ACFO"), along with a corresponding outflow within Assets constructed for others in the unaudited Condensed Consolidated Statement of Cash Flows, and an increase to Construction obligation (with a corresponding cash inflow from Financing activities in the unaudited Condensed Consolidated Statement of Cash Flows) as reimbursements are received from Broward County.
Los Angeles International Airport
In March 2013, the Company executed a lease agreement with Los Angeles World Airports (“LAWA”), which owns and operates Los Angeles International Airport ("LAX"). Under the lease agreement, which was amended in June 2014, the Company is overseeing and managing the design, development, financing, construction, and commissioning of the airport's Terminal 1 Modernization Project (the “Project”) at a cost not to exceed $526 million for non-proprietary renovations. The Project is being funded primarily using the Regional Airports Improvement Corporation ("RAIC"), which is a quasi-governmental special purpose entity that acts as a conduit borrower under a syndicated credit facility provided by a group of lenders. Loans made under the credit facility are being used to fund the development of the Project, and the outstanding loans will be repaid with the proceeds of LAWA’s payments to purchase completed Project phases. The Company has guaranteed the obligations of the RAIC under the credit facility. Construction on the Project

17
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


began during 2014 and is estimated to be completed during 2018. The Company has determined that due to its agreed upon role in overseeing and managing the Project, it is considered the owner of the Project for accounting purposes. LAWA is reimbursing the Company (through the RAIC credit facility) for the non-proprietary renovations, while proprietary renovations will not be reimbursed. As a result, the costs incurred to fund the Project are included within ACFO and all amounts that have been or will be reimbursed will be included within Construction obligation on the accompanying unaudited Condensed Consolidated Balance Sheet.
Dallas Love Field
During 2008, the City of Dallas approved the Love Field Modernization Program (“LFMP”), a project to reconstruct Dallas Love Field with modern, convenient air travel facilities. Pursuant to a Program Development Agreement with the City of Dallas and the Love Field Airport Modernization Corporation (or “LFAMC,” a Texas non-profit “local government corporation” established by the City of Dallas to act on the City of Dallas' behalf to facilitate the development of the LFMP), the Company managed this project. Major construction was effectively completed by December 31, 2014.

Although the City of Dallas received commitments from various sources that helped to fund portions of this LFMP project, including the Federal Aviation Administration ("FAA"), the Transportation Security Administration, and the City of Dallas' Aviation Fund, the majority of the funds used were from the issuance of bonds. The Company guaranteed principal and interest payments on $456 million of such bonds issued by the LFAMC. As of March 31, 2017, $432 million of principal remained outstanding. The Company utilized the accounting guidance provided for lessees involved in asset construction. Upon completion of different phases of the LFMP project, the Company has placed the associated assets in service and has begun depreciating the assets over their estimated useful lives. The corresponding LFMP liabilities are being reduced primarily through the Company's airport rental payments to the City of Dallas as the construction costs of this project are passed through to the Company via recurring airport rates and charges.

During 2015, the City of Dallas issued additional bonds for the construction of a new parking garage at Dallas Love Field. The Company has not guaranteed the principal or interest payments on these bonds, but remains the accounting owner of this project due to its incorporation into the LFMP agreements.

Construction costs recorded in ACFO for the Company's various projects for the three months ended March 31, 2017, and the year ended December 31, 2016, were as follows:

 
 
March 31, 2017
 
December 31, 2016
(in millions)
 
ACFO
ACFO,
Net (2)
Construction Obligation
 
ACFO
ACFO,
Net (2)
Construction Obligation
FLL Terminal
(1)
$
181

$
181

$
181

 
$
132

$
132

$
132

LAX Terminal
(1)
376

366

376

 
344

336

344

LFMP - Terminal
 
538

482

520

 
538

486

522

LFMP - Parking Garage
(1)
98

98

98

 
80

80

80

HOU International Terminal
(3)
126

121

—

 
126

122

—

 
 
$
1,319

$
1,248

$
1,175

 
$
1,220

$
1,156

$
1,078

(1) Projects still in progress.
(2) Net of accumulated depreciation.
(3) Project completed in 2015 at Houston William P. Hobby Airport ("HOU").


18
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Contingencies
The Company is from time to time subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, examinations by the Internal Revenue Service ("IRS"). The Company's management does not expect that the outcome of any of its currently ongoing legal proceedings or the outcome of any adjustments presented by the IRS, individually or collectively, will have a material adverse effect on the Company's financial condition, results of operations, or cash flow.

8.    FAIR VALUE MEASUREMENTS

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of March 31, 2017, the Company held certain items that are required to be measured at fair value on a recurring basis. These included cash equivalents, short-term investments (primarily treasury bills and certificates of deposit), interest rate derivative contracts, fuel derivative contracts, and available-for-sale securities. The majority of the Company’s short-term investments consist of instruments classified as Level 1. However, the Company has certificates of deposit, commercial paper, and Eurodollar time deposits that are classified as Level 2, due to the fact that the fair value for these instruments is determined utilizing observable inputs in non-active markets. Other available-for-sale securities primarily consist of investments associated with the Company’s excess benefit plan.

The Company’s fuel and interest rate derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Fuel derivative instruments include swaps, as well as different types of option contracts, whereas interest rate derivatives consist solely of swap agreements. See Note 3 for further information on the Company’s derivative instruments and hedging activities. The fair values of swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized these swap contracts as Level 2. The Company’s Treasury Department, which reports to the Chief Financial Officer, determines the value of option contracts utilizing an option pricing model based on inputs that are either readily available in public markets, can be derived from information available in publicly quoted markets, or are provided by financial institutions that trade these contracts. The option pricing model used by the Company is an industry standard model for valuing options and is the same model used by the broker/dealer community (i.e., the Company’s counterparties). The inputs to this option pricing model are the option strike price, underlying price, risk free rate of interest, time to expiration, and volatility. Because certain inputs used to determine the fair value of option contracts are unobservable (principally implied volatility), the Company has categorized these option contracts as Level 3. Volatility information is obtained from external sources, but is analyzed by the Company for reasonableness and compared to similar information received from other external sources. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. To validate the reasonableness of the Company’s option pricing model, on a monthly basis, the Company compares its option valuations to third party valuations. If any significant differences were to be noted, they would be researched in order to determine the reason. However, historically, no significant differences have been noted. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

Included in Other available-for-sale securities are the Company’s investments associated with its deferred compensation plans, which consist of mutual funds that are publicly traded and for which market prices are readily available. These plans are non-qualified deferred compensation plans designed to hold contributions in excess of limits established by the Internal Revenue Code of 1986, as amended. The distribution timing and payment amounts under these plans are made based on the participant’s distribution election and plan balance. Assets related to the funded portions of the

19
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


deferred compensation plans are held in a rabbi trust, and the Company remains liable to these participants for the unfunded portion of the plans. The Company records changes in the fair value of the assets in the Company’s earnings.

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017, and December 31, 2016:

 
 
 
 
Fair value measurements at reporting date using:
 
 
 
 
Quoted prices in
active markets
for identical assets
 
Significant
other observable
inputs
 
Significant
unobservable
inputs
Description
 
March 31, 2017
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets
 
(in millions)
Cash equivalents
 
 
 
 
 
 
 
 
Cash equivalents (a)
 
$
1,614

 
$
1,614

 
$
—

 
$
—

Commercial paper
 
230

 
—

 
230

 
—

Certificates of deposit
 
7

 
—

 
7

 
—

Short-term investments:
 
 
 
 
 
 
 
 
Treasury bills
 
1,347

 
1,347

 
—

 
—

Certificates of deposit
 
284

 
—

 
284

 
—

Fuel derivatives:
 
 
 
 
 
 
 
 
Swap contracts (c)
 
44

 
—

 
44

 
—

Option contracts (b)
 
132

 
—

 
—

 
132

Option contracts (c)
 
169

 
—

 
—

 
169

Other available-for-sale securities
 
82

 
82

 
—

 
—

Total assets
 
$
3,909

 
$
3,043

 
$
565

 
$
301

Liabilities
 
 
 
 
 
 
 
 
Fuel derivatives:
 
 
 
 
 
 
 
 
Swap contracts (c)
 
$
(77
)
 
$
—

 
$
(77
)
 
$
—

Option contracts (b)
 
(46
)
 
—

 
—

 
(46
)
     Option contracts (c)
 
(559
)
 
—

 
—

 
(559
)
Interest rate derivatives (see Note 3)
 
(30
)
 
—

 
(30
)
 
—

Total liabilities
 
$
(712
)
 
$
—

 
$
(107
)
 
$
(605
)
(a) Cash equivalents are primarily composed of money market investments.
(b) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as a net asset. See Note 3.
(c) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as a net liability. See Note 3.


20
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


 
 
 
 
Fair value measurements at reporting date using:
 
 
 
 
Quoted prices in
active markets
for identical assets
 
Significant
other observable
inputs
 
Significant
unobservable
inputs
Description
 
December 31, 2016
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets
 
(in millions)
Cash equivalents
 
 
 
 
 
 
 
 
Cash equivalents (a)
 
$
1,344

 
$
1,344

 
$
—

 
$
—

Commercial paper
 
325

 
—

 
325

 
—

Certificates of deposit
 
11

 
—

 
11

 
—

Short-term investments:
 
 
 
 
 
 
 
 
Treasury bills
 
1,345

 
1,345

 
—

 
—

Certificates of deposit
 
280

 
—

 
280

 
—

Fuel derivatives:
 
 
 
 
 
 
 
 
Swap contracts (c)
 
42

 
—

 
42

 
—

Option contracts (b)
 
239

 
—

 
—

 
239

Option contracts (c)
 
163

 
—

 
—

 
163

Other available-for-sale securities
 
83

 
83

 
—

 
—

Total assets
 
$
3,832

 
$
2,772

 
$
658

 
$
402

Liabilities
 
 
 
 
 
 
 
 
Fuel derivatives:
 
 
 
 
 
 
 
 
Swap contracts (c)
 
$
(110
)
 
$
—

 
$
(110
)
 
$
—

Option contracts (b)
 
(96
)
 
—

 
—

 
(96
)
Option contracts (c)
 
(564
)
 
—

 
—

 
(564
)
Interest rate derivatives (see Note 3)
 
(35
)
 
—

 
(35
)
 
—

Total liabilities
 
$
(805
)
 
$
—

 
$
(145
)
 
$
(660
)
(a) Cash equivalents are primarily composed of money market investments.
(b) In the unaudited Consolidated Balance Sheet amounts are presented as a net asset. See Note 3.
(c) In the unaudited Consolidated Balance Sheet amounts are presented as a net liability. See Note 3.


21
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The Company had no transfers of assets or liabilities between any of the above levels during the three months ended March 31, 2017, or the year ended December 31, 2016. The Company did not have any assets or liabilities measured at fair value on a nonrecurring basis as of the three months ended March 31, 2017, or the year ended December 31, 2016. The following table presents the Company’s activity for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2017:

Fair value measurements using significant unobservable inputs (Level 3)
(in millions)
Fuel derivatives
 
Balance at December 31, 2016
$
(258
)
 
Total losses (realized or unrealized)
 

 
Included in earnings
(89
)
 
Included in other comprehensive income
(125
)
 
Purchases
33

(a)
Sales
—

(a)
Settlements
135

 
Balance at March 31, 2017
$
(304
)
 
The amount of total losses for the period
  included in earnings attributable to the
  change in unrealized gains or losses relating
  to option contracts still held at March 31,
  2017.
$
(77
)
 
(a) The purchase and sale of fuel derivatives are recorded gross based on the structure of the derivative instrument and whether a contract with multiple derivatives is purchased as a single instrument or separate instruments.

The significant unobservable input used in the fair value measurement of the Company’s derivative option contracts is implied volatility. Holding other inputs constant, a significant increase (decrease) in implied volatility would result in a significantly higher (lower) fair value measurement, respectively, for the Company’s derivative option contracts.

The following table presents a range of the unobservable inputs utilized in the fair value measurements of the Company’s fuel derivatives classified as Level 3 at March 31, 2017:

Quantitative information about Level 3 fair value measurements
 
 
Valuation technique
 
Unobservable input
 
Period (by year)
 
Range
Fuel derivatives
 
Option model
 
Implied volatility
 
Second quarter 2017
 
15-29%
 
 
 
 
 
 
Third quarter 2017
 
21-30%
 
 
 
 
 
 
Fourth quarter 2017
 
22-30%
 
 
 
 
 
 
2018
 
20-29%
 
 
 
 
 
 
2019
 
17-24%


22
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The carrying amounts and estimated fair values of the Company’s long-term debt (including current maturities), as well as the applicable fair value hierarchy tier, at March 31, 2017, are presented in the table below. The fair values of the Company’s publicly held long-term debt are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these agreements as Level 2. Debt under eight of the Company’s debt agreements is not publicly held. The Company has determined the estimated fair value of this debt to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes indicative pricing from counterparties and a discounted cash flow method to estimate the fair value of the Level 3 items.

(in millions)
 Carrying value
 
Estimated fair value
 
Fair value level hierarchy
French Credit Agreements due 2018 - 2.25%
$
14

 
$
14

 
Level 3
Fixed-rate 737 Aircraft Notes payable through 2018 - 7.03%
7

 
7

 
Level 3
2.75% Notes due 2019
301

 
305

 
Level 2
Term Loan Agreement payable through 2019 - 6.315%
96

 
97

 
Level 3
Term Loan Agreement payable through 2019 - 4.84%
24

 
25

 
Level 3
2.65% Notes due 2020
492

 
497

 
Level 2
Term Loan Agreement payable through 2020 - 5.223%
273

 
273

 
Level 3
737 Aircraft Notes payable through 2020
195

 
193

 
Level 3
Term Loan Agreements payable through 2021 - 7.94%
18

 
19

 
Level 3
Pass Through Certificates due 2022 - 6.24%
311

 
345

 
Level 2
Term Loan Agreement payable through 2026 - 2.36%
215

 
215

 
Level 3
3.00% Notes due 2026
300

 
285

 
Level 2
7.375% Debentures due 2027
129

 
157

 
Level 2

9.    LONG-TERM DEBT

During February 2005, the Company issued $300 million senior unsecured notes due March 1, 2017. The notes bore interest at 5.125 percent. The notes matured and were redeemed in full on March 1, 2017, utilizing available cash on hand.


23


Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

Relevant comparative operating statistics for the three months ended March 31, 2017 and 2016 are included below. The Company provides these operating statistics because they are commonly used in the airline industry and, as such, allow readers to compare the Company’s performance against its results for the prior year period, as well as against the performance of the Company’s peers. 
 
 
Three months ended March 31,
 
 
 
 
 
2017
 
2016
 
Change
Revenue passengers carried
 
29,538,790

 
28,603,479

 
3.3
 %
 
Enplaned passengers
 
35,578,350

 
34,628,441

 
2.7
 %
 
Revenue passenger miles (RPMs) (000s)(1)
 
29,340,658

 
28,408,164

 
3.3
 %
 
Available seat miles (ASMs) (000s)(2)
 
36,699,870

 
35,268,149

 
4.1
 %
 
Load factor(3)
 
79.9
%
 
80.5
%
 
(0.6
)
pts
Average length of passenger haul (miles)
 
993

 
993

 
—

 
Average aircraft stage length (miles)
 
758

 
757

 
0.1
 %
 
Trips flown
 
321,790

 
314,537

 
2.3
 %
 
Seats flown(4)
 
47,746,088

 
46,101,321

 
3.6
 %
 
Seats per trip(5)
 
148.38

 
146.57

 
1.2
 %
 
Average passenger fare
 
$
149.78

 
$
153.75

 
(2.6
)%
 
Passenger revenue yield per RPM (cents)(6)
 
15.08

 
15.48

 
(2.6
)%
 
Operating revenues per ASM (cents)(7)
 
13.30

 
13.68

 
(2.8
)%
 
Passenger revenue per ASM (cents)(8)
 
12.06

 
12.47

 
(3.3
)%
 
Operating expenses per ASM (cents)(9)
 
11.51

 
11.01

 
4.5
 %
 
Operating expenses per ASM, excluding fuel (cents)
 
9.00

 
8.59

 
4.8
 %
 
Operating expenses per ASM, excluding fuel and profitsharing (cents)
 
8.73

 
8.15

 
7.1
 %
 
Fuel costs per gallon, including fuel tax
 
$
1.89

 
$
1.80

 
5.0
 %
 
Fuel costs per gallon, including fuel tax, economic
 
$
1.96

 
$
1.78

 
10.1
 %
 
Fuel consumed, in gallons (millions)
 
487

 
472

 
3.2
 %
 
Active fulltime equivalent Employees
 
54,652

 
50,911

 
7.3
 %
 
Aircraft at end of period
 
727

 
714

 
1.8
 %
 
(1) A revenue passenger mile is one paying passenger flown one mile. Also referred to as "traffic," which is a measure of demand for a given period.
(2) An available seat mile is one seat (empty or full) flown one mile. Also referred to as "capacity," which is a measure of the space available to carry passengers in a given period.
(3) Revenue passenger miles divided by available seat miles.
(4) Seats flown is calculated using total number of seats available by aircraft type multiplied by the total trips flown by the same aircraft type during a particular period.
(5) Seats per trip is calculated using seats flown divided by trips flown. Also referred to as “gauge.”
(6) Calculated as passenger revenue divided by revenue passenger miles. Also referred to as "yield," this is the average cost paid by a paying passenger to fly one mile, which is a measure of revenue production and fares.
(7) Calculated as operating revenues divided by available seat miles. Also referred to as "operating unit revenues," this is a measure of operating revenue production based on the total available seat miles flown during a particular period.
(8) Calculated as passenger revenue divided by available seat miles. Also referred to as “passenger unit revenues,” this is a measure of passenger revenue production based on the total available seat miles flown during a particular period.
(9) Calculated as operating expenses divided by available seat miles. Also referred to as "unit costs" or "cost per available seat mile," this is the average cost to fly an aircraft seat (empty or full) one mile, which is a measure of cost efficiencies.


24


Financial Overview

The Company recorded first quarter GAAP and non-GAAP results for 2017 and 2016 as noted in the following tables. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.

 
 
Three months ended
 
 
(in millions, except per share amounts)
 
March 31,
 
 
GAAP
 
2017
 
2016
 
Percent Change
Operating income
 
$
658

 
$
944

 
(30.3
)%
Net income
 
$
351

 
$
513

 
(31.6
)%
Net income per share, diluted
 
$
0.57

 
$
0.79

 
(27.8
)%
 
 
 

 
 

 


Non-GAAP
 
 
 
 
 


Operating income
 
$
626

 
$
952

 
(34.2
)%
Net income
 
$
372

 
$
569

 
(34.6
)%
Net income per share, diluted
 
$
0.61

 
$
0.88

 
(30.7
)%

First quarter 2017 Net income was $351 million, a 31.6 percent decrease year-over-year, or $0.57 per diluted share. This decrease was primarily attributable to a 12.6 percent increase in Salaries, wages, and benefits expense, primarily due to wage rate increases as a result of agreements reached with multiple workgroups, coupled with increases in certain cost categories discussed below under "Material Changes in Results of Operations." Excluding special items in both years, first quarter 2017 non-GAAP Net income was $372 million, a 34.6 percent decrease year-over-year, or $0.61 per diluted share. First quarter 2017 Operating income was $658 million and first quarter 2017 non-GAAP Operating income was $626 million.

For the twelve months ended March 31, 2017, the Company's earnings performance, combined with its actions to prudently manage invested capital, produced a 27.7 percent Non-GAAP Return on invested capital ("ROIC"), compared with the Company's ROIC of 33.4 percent for the twelve months ended March 31, 2016. The primary cause of the year–over–year decline in ROIC was the decrease in Operating income for first quarter 2017 compared with first quarter 2016. See the Company's calculation of ROIC in the accompanying reconciliation tables as well as the Note Regarding Use of Non–GAAP Financial Measures.

Company Overview
During January 2017, the Company filed an application with the U.S. Department of Transportation ("DOT") to serve Owen Roberts International Airport in Grand Cayman, and announced plans to launch service to Cincinnati/Northern Kentucky International Airport, both scheduled to begin in June 2017. Additionally, during January 2017, the Company announced new international service between San Diego and San Jose del Cabo/Los Cabos, Mexico, which began on April 25, 2017. Lastly, on April 27, 2017, the Company announced that it had filed an application with the DOT for authority to serve Providenciales, Turks & Caicos, from Fort Lauderdale-Hollywood International Airport beginning in fourth quarter 2017, subject to requisite governmental approvals.
The Company plans to continue its route network and schedule optimization efforts through the addition of new markets and itineraries, while also pruning less profitable flights from its schedule. The Company currently expects its second quarter 2017 ASMs to increase approximately five percent, compared with second quarter 2016, and plans to grow its 2017 ASMs approximately 3.5 percent, year-over-year.
During first quarter 2017, the Company took delivery of nine new 737-800 aircraft from Boeing and three pre-owned Boeing 737-700 aircraft from third parties. Additionally, the Company currently expects to take delivery of 30 new 737-800 aircraft, 14 new 737 MAX 8 aircraft, and 11 pre-owned 737-700 aircraft during the remainder of 2017. The

25


Company also retired eight Boeing 737-300 ("Classic") aircraft. By the end of third quarter 2017, the Company intends to retire the 79 Classic aircraft remaining in its fleet at March 31, 2017. After taking into account scheduled deliveries for new and pre-owned aircraft for the remainder of 2017 along with the accelerated retirement schedule for Classic aircraft, the Company's fleet is expected to decrease to 703 aircraft by year-end 2017. For 2018, the Company's current firm aircraft commitments and remaining options would result in 750 aircraft in the Company's fleet by year-end. While the Company has not finalized its 2018 capacity plans, it continues to expect year-over-year ASM growth to be less than its 2016 year-over-year ASM growth of 5.7 percent.
The Company is approaching completion of a multi-year project to completely replace its reservation system. In 2014, the Company launched the Amadeus Altéa reservations solution to support the Company’s international service. The Company has since begun implementing Amadeus' Altéa reservations solution as the Company's future single reservation system for both domestic and international reservations. The implementation consists of two foundational releases. Release 1 was completed in December 2016, and added functionality to enable the sale of domestic tickets on the new reservation system. Release 2 is expected to be completed on May 9, 2017, and will add functionality to enable operational capabilities such as passenger check-in and boarding and baggage check-in on the new reservation system. Subsequent releases will add functionality to enable revenue enhancements, further schedule optimization, support for additional international growth, and additional foundational and operational capabilities.
During April 2017, the Company's Material Specialists, represented by the International Brotherhood of Teamsters, Local 19, reached a tentative collective-bargaining agreement with the Company. If ratified by the Material Specialists, the new agreement will become amendable April 1, 2022. A ratification vote has not yet been scheduled.
The Company continued to return significant value to its Shareholders during first quarter 2017. During first quarter 2017, the Company settled a $300 million accelerated share repurchase program which was launched in November 2016 with a third party financial institution ("Fourth Quarter 2016 ASR Program"). In total, the Company received 6.0 million shares under the Fourth Quarter 2016 ASR Program. On February 20, 2017, the Company launched a $500 million accelerated share repurchase program with a third party financial institution in a privately negotiated transaction ("First Quarter 2017 ASR Program"). The Company received 8.8 million shares in total under the First Quarter 2017 ASR Program, which was completed in March 2017. The purchases were each recorded as treasury share repurchases for purposes of calculating earnings per share. Following completion of the First Quarter 2017 ASR Program, during the period from March 13, 2017 through March 15, 2017, the Company repurchased 924,100 shares of its common stock on the open market at an average price of $54.0867 per share. At March 31, 2017, the Company had $400 million remaining under its May 2016 $2.0 billion share repurchase authorization. See Part II, Item 2 for further information on the Company's share repurchase authorization. The Company also made dividend payments totaling $123 million during first quarter 2017.

Material Changes in Results of Operations

Comparison of three months ended March 31, 2017 and March 31, 2016

Operating Revenues

Passenger revenues for first quarter 2017 increased by $26 million, or 0.6 percent, year-over-year. Holding all other factors constant, the increase was primarily attributable to a 4.1 percent increase in capacity, partially offset by a 0.6 point decrease in load factor. On a unit basis, Passenger revenues decreased 3.3 percent, year-over-year, largely driven by a 2.6 percent decrease in passenger revenue yield as a result of the competitive fare environment and shift in Easter travel demand to April 2017 versus March 2016.

Freight revenues for first quarter 2017 were flat, compared with first quarter 2016. Based on current trends, the Company expects second quarter 2017 Freight revenues to be comparable with second quarter 2016.

Other revenues for first quarter 2017 increased by $31 million, or 8.0 percent, year-over-year. Approximately 75 percent of the increase was due to an increase in revenue associated with the Company's co-branded Chase® Visa credit card, and the remainder of the increase was due to higher ancillary revenues associated with EarlyBird Check-in® and A1-15

26


select boarding positions sold at the gate. The Company currently expects Other revenues in second quarter 2017 to increase compared with second quarter 2016.

Based on the overall revenue yield environment, the shift in holiday timing, and bookings thus far, the Company currently expects second quarter 2017 operating unit revenues to increase approximately one to two percent, as compared with second quarter 2016.

Operating Expenses

Operating expenses for first quarter 2017 increased by $343 million, or 8.8 percent, compared with first quarter 2016, while capacity increased 4.1 percent over the same period. Historically, except for changes in the price of fuel, changes in Operating expenses for airlines have been largely driven by changes in capacity, or ASMs. The following table presents the Company's Operating expenses per ASM for the first quarter of 2017 and 2016, followed by explanations of these changes on a per ASM basis and dollar basis:

 
Three months ended March 31,
 
Per ASM
change
 
Percent
change
(in cents, except for percentages)
2017
 
2016
 
 
Salaries, wages, and benefits

4.72
¢
 

4.36
¢
 

0.36
¢
 
8.3
 %
Fuel and oil
2.51

 
2.42

 
0.09

 
3.7

Maintenance materials and repairs
0.66

 
0.74

 
(0.08
)
 
(10.8
)
Aircraft rentals
0.15

 
0.17

 
(0.02
)
 
(11.8
)
Landing fees and other rentals
0.85

 
0.86

 
(0.01
)
 
(1.2
)
Depreciation and amortization
0.87

 
0.82

 
0.05

 
6.1

Other operating expenses
1.75

 
1.64

 
0.11

 
6.7

Total

11.51
¢
 

11.01
¢
 

0.50
¢
 
4.5
 %

Operating expenses per ASM for first quarter 2017 increased by 4.5 percent compared with first quarter 2016, primarily due to wage rate increases as a result of amended labor agreements reached with multiple unionized workgroups during 2016, and increases in jet fuel prices. Costs associated with the Company's operational initiatives and the upcoming implementation of its new reservation system also contributed to the first quarter 2017 cost pressures. Operating expenses per ASM for first quarter 2017, excluding Fuel and oil expense and special items (a non-GAAP financial measure), increased 4.5 percent compared with first quarter 2016. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. Based on current trends and excluding Fuel and oil expense, special items, and profitsharing expense, the Company expects its second quarter 2017 unit costs to increase approximately six percent, year-over-year, due to similar cost drivers as experienced during first quarter 2017. The year-over-year projections do not reflect the potential impact of Fuel and oil expense, profitsharing expense, and special items in both years because the Company cannot reliably predict or estimate those items or expenses or their impact to its financial statements in future periods, especially considering the significant volatility of the Fuel and oil expense line item. Accordingly, the Company believes a reconciliation of non–GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.
Salaries, wages, and benefits expense for first quarter 2017 increased by $194 million, or 12.6 percent, compared with first quarter 2016. On a per ASM basis, first quarter 2017 Salaries, wages, and benefits expense increased 8.3 percent, compared with first quarter 2016. On both a dollar and per ASM basis, approximately 90 percent of the increase was the result of higher salaries, primarily driven by wage rate increases as a result of agreements reached with multiple unionized workgroups, including the Company's Pilots; Flight Attendants; Ramp, Operations, Provisioning, and Freight Agents; Aircraft Appearance Technicians; and Flight Crew Training Instructors. The remainder of the increase was due to increased health and welfare benefits paid as a result of the increase in fulltime equivalent Employees. Based on current cost trends and anticipated capacity, the Company expects second quarter 2017 Salaries, wages, and benefits expense per ASM, excluding profitsharing expense, to increase compared with second quarter 2016. The year-over-

27


year projection does not reflect the potential impact of profitsharing expense in both years because the Company cannot reliably predict or estimate that expense or its impact to the Company's financial statements in future periods. Accordingly, the Company believes a reconciliation of non–GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.

Fuel and oil expense for first quarter 2017 increased by $70 million, or 8.2 percent, compared with first quarter 2016. On a per ASM basis, first quarter 2017 Fuel and oil expense increased 3.7 percent, compared with first quarter 2016. Excluding the impact of hedging, both the dollar and unit cost increases were attributable to higher market jet fuel prices. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures. The Company's average economic jet fuel cost per gallon increased 10.1 percent year-over-year, from $1.78 for first quarter 2016 to $1.96 for first quarter 2017. Fuel gallons consumed increased 3.2 percent as compared with first quarter 2016, while year-over-year capacity increased 4.1 percent. As a result of the Company's fuel hedging program, the Company recognized net losses totaling $105 million in Fuel and oil expense for first quarter 2017, compared with net losses totaling $275 million for first quarter 2016. These totals include cash settlements realized from the settlement of fuel derivative contracts associated with the Company's "economic" fuel hedge totaling