e424b5
The information in this preliminary
prospectus supplement is not complete and may be changed. This
preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities, and we are
not soliciting an offer to buy these securities, in any state
where the offer or sale is not permitted.
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FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NO. 333-100861
SUBJECT TO COMPLETION, DATED
DECEMBER 11, 2006
Preliminary Prospectus
Supplement
(To Prospectus dated November 7, 2002)
$300,000,000
Southwest Airlines Co.
%
Notes Due 2016
This is an offering by Southwest Airlines Co. of $300,000,000
of %
Notes Due 2016. The notes will bear interest at the rate
of %
per year and will mature
on ,
2016. Interest on the notes is payable
on and of
each year, beginning
on ,
2007.
We may redeem some or all of the notes at any time. The
redemption prices are discussed under the caption
Description of Notes Redemption.
The notes will be unsecured and unsubordinated obligations of
our company and will rank equally with all of our other
unsubordinated indebtedness. The notes will not be entitled to
the benefit of any sinking fund.
Investing in the notes involves risks. See Risk
Factors on
page S-4.
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Per Note |
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Total |
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Public Offering Price
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% |
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$ |
Underwriting Discount
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% |
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$ |
Proceeds to Southwest Airlines Co. (before expenses)
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% |
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$ |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to investors in
book-entry form only through the facilities of The Depository
Trust Company on or about
December , 2006.
Joint Book-Running Managers
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Barclays Capital |
Citigroup |
Co-Managers
Lazard Capital Markets
December , 2006
This document is in two parts. The first part is this
prospectus supplement, which describes the specific terms of
this offering of notes. The second part is the accompanying
prospectus, which gives more general information, some of which
may not apply to this offering of notes. If the information
about the offering varies between this prospectus supplement and
the accompanying prospectus, you should rely on the information
in this prospectus supplement.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have
not, authorized anyone to provide you with different
information. We are not, and the underwriters are not, making an
offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate
as of any date other than the date on the front cover page of
this prospectus supplement.
TABLE OF CONTENTS
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Prospectus Supplement
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S-3 |
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S-4 |
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S-5 |
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S-5 |
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S-6 |
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S-7 |
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S-8 |
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S-11 |
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S-12 |
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S-12 |
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S-12 |
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Prospectus
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i |
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ii |
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1 |
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2 |
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S-2
The Offering
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Issuer |
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Southwest Airlines Co., a Texas corporation. |
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Notes Offered |
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$300,000,000 principal amount
of %
Notes Due 2016. |
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Maturity |
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The notes will mature
on ,
2016. |
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Interest Payment Dates |
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and of
each year,
commencing ,
2007. |
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Ranking |
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The notes will be our direct, unsecured and unsubordinated
obligations and will rank pari passu, or equal in right of
payment, with our other unsubordinated indebtedness. |
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Redemption |
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We may redeem the notes at our option at any time prior to
maturity, in whole or in part, in exchange for payment to you of
the redemption price as specified herein. See Description
of Notes Redemption for a description of the
calculation of the amount you will receive upon a redemption of
your notes. We are not required to establish a sinking fund to
retire the notes prior to maturity. |
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Certain Covenants |
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The indenture governing the notes contains certain covenants
that, among other things, limit our ability to engage in mergers
and consolidations or transfer all or substantially all of our
assets. See Description of Debt Securities Southwest May
Offer in the accompanying prospectus. |
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Use of Proceeds |
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The net proceeds from the offering of the notes will be used for
general corporate purposes. See Use of Proceeds. |
S-3
RISK FACTORS
You should carefully review the information included
elsewhere and incorporated by reference in this prospectus
supplement and the accompanying prospectus and should
particularly consider the following matters.
This prospectus supplement and the accompanying prospectus
include or incorporate by reference forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which represent our expectations or
beliefs concerning future events. When used in this prospectus
supplement and the accompanying prospectus and the incorporated
documents, the words expects, plans,
anticipates and similar expressions are intended to
identify forward-looking statements. All forward-looking
statements in this prospectus supplement are based upon
information available to us on the date of this prospectus
supplement. We undertake no obligation to update publicly or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Forward-looking
statements involve risks and uncertainties that could cause
actual results to differ materially from historical experience
or our expectations.
Absence of Certain Covenants. The indenture governing the
notes does not limit our ability to incur additional
indebtedness, to mortgage or pledge any of our assets, to enter
into sale-leaseback transactions or to pay dividends or make
other distributions in respect of, or redeem or repurchase, our
common stock. In addition, the notes do not contain provisions
that would give holders of the notes the right to require us to
repurchase their notes in the event of a change of control or a
decline in the credit rating of our debt securities resulting
from a takeover, recapitalization or similar restructuring or
any other reason.
Absence of Public Market. The notes are new securities
for which there presently is no market. Although the
underwriters have advised us that they currently intend to make
a market in the notes, they are not obligated to do so and any
such market making may be discontinued at any time without
notice in the sole discretion of the underwriters. If an active
public market does not develop, the market price and liquidity
of the notes may be adversely affected. If a trading market
develops for the notes, the future trading prices thereof will
depend on many factors including, among other things, our
results of operations, prevailing interest rates, the market for
securities with similar terms and the market for securities of
other companies in similar businesses. We do not intend to apply
for a listing of the notes on any securities exchange or for
their quotation through any automated dealer quotation system.
Additional information concerning these and other factors is
contained in our filings with the Securities and Exchange
Commission, or SEC, including but not limited to our
Forms 10-K,
10-Q and
8-K.
S-4
THE COMPANY
Southwest Airlines Co. is a major domestic airline that provides
primarily shorthaul, high-frequency, point-to-point, low-fare
service. We were incorporated in Texas in 1967 and commenced
Customer Service on April 18, 1971 with three Boeing 737
aircraft serving three Texas cities Dallas, Houston,
and San Antonio. At September 30, 2006, we operated 475
Boeing 737 aircraft. With the addition of service to Washington
Dulles International Airport in October 2006, Southwest now
provides service to 63 cities in 32 states throughout the United
States. Based on data for August 2006 (the latest available
data), we are the largest carrier in the United States based on
domestic passengers boarded and scheduled domestic departures.
Our business is somewhat seasonal, and quarterly operating
income and, to a lesser extent, revenues tend to be lower in the
first quarter (January 1 - March 31).
Additional information about us is included in our reports and
other documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. See Where You
Can Find More Information.
USE OF PROCEEDS
We expect our net proceeds from the offering of the notes to be
approximately $297.7 million, after deducting the
underwriting discount and our offering expenses. We will use the
net proceeds for general corporate purposes.
S-5
CAPITALIZATION
The following table sets forth our unaudited consolidated
capitalization at September 30, 2006, and as adjusted for
the issuance and sale of the notes. You should read this table
in conjunction with our consolidated financial statements and
the accompanying notes that are incorporated by reference in
this prospectus supplement. See Where You Can Find More
Information.
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Actual | |
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As Adjusted | |
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(In thousands) | |
Long-term debt:
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Pass Through Certificates
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$ |
463,446 |
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$ |
463,446 |
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77/8%
Notes due 2007
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100,000 |
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100,000 |
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French Credit Agreements due 2012
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38,639 |
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38,639 |
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61/2%
Notes due 2012
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368,918 |
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368,918 |
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51/4%
Notes due 2014
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335,715 |
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335,715 |
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51/8%
Notes due 2017
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300,000 |
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300,000 |
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French Credit Agreements due 2017
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103,160 |
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103,160 |
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73/8%
Debentures due 2027
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100,000 |
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100,000 |
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% Notes due 2016
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300,000 |
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Capital leases
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64,222 |
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64,222 |
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Debt discount and issue costs
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(13,862 |
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(13,862 |
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Total long-term debt
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1,860,238 |
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2,160,238 |
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Less current maturities of long-term debt
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(585,372 |
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(585,372 |
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Total long-term debt less current maturities
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$ |
1,274,866 |
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$ |
1,574,866 |
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Stockholders equity:
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Common stock, $1.00 par value; authorized
2,000,000,000 shares; issued and outstanding
approximately 807,612,000 shares
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807,612 |
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807,612 |
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Capital in excess of par value
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989,811 |
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989,811 |
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Retained earnings
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4,369,164 |
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4,369,164 |
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Treasury stock
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(261,909 |
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(261,909 |
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Accumulated other comprehensive income
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718,926 |
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718,926 |
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Total stockholders equity
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6,623,604 |
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6,623,604 |
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Total capitalization
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$ |
7,898,470 |
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$ |
8,198,470 |
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S-6
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings
to fixed charges for the periods indicated:
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Nine Months Ended | |
Year Ended December 31, | |
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September 30, | |
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2001 | |
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2002 | |
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2003 | |
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2004 | |
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2005 | |
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2005 | |
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2006 | |
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4.49 |
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2.20 |
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3.47 |
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2.36 |
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3.74 |
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4.19 |
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4.09 |
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Earnings represent:
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Income before income taxes, excluding the cumulative effect of
accounting changes; plus |
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Fixed charges, excluding capitalized interest. |
Fixed charges include:
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Interest, whether expensed or capitalized; and |
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A portion of rental expense. Our management believes this is
representative of the interest factor in those periods. |
S-7
DESCRIPTION OF NOTES
We will issue the notes under the indenture referred to in the
accompanying prospectus between us and Wells Fargo Bank, N.A.,
as trustee. The following description, together with the
description in the accompanying prospectus under the caption
Description of Debt Securities Southwest May Offer,
is a summary of the material provisions of the notes and the
indenture. It does not restate the indenture in its entirety. We
urge you to read the indenture because it, and not this
description, defines your rights as holders of the notes. We
have filed a form of the indenture as an exhibit to our
registration statement, which includes the accompanying
prospectus. This description of the notes supplements, and, to
the extent it is inconsistent, replaces, the description of the
general provisions of the notes and the indenture in the
accompanying prospectus. The notes are a series of our debt
securities as that term is used in the accompanying prospectus.
With certain exceptions and pursuant to certain requirements set
forth in the indenture, we may discharge our obligations under
the indenture with respect to the notes as described under the
caption Description of Debt Securities Southwest May
Offer Defeasance in the accompanying
prospectus.
Principal, Maturity and Interest
The notes will mature
on ,
2016. Although we are offering $300 million principal
amount of the notes, we may issue and sell additional principal
amounts of the notes in the future without the consent of the
holders of the notes. Any additional notes, together with these
notes, will constitute a single series of notes under the
indenture.
Interest on the notes will accrue at the rate
of %
per year and will be payable
semi-annually on
each and commencing ,
2007. We will make each interest payment to the person in whose
name the notes are registered at the close of business on the
relevant and preceding
the applicable interest payment date. Interest on the notes will
be computed on the basis of a
360-day year comprised
of twelve 30-day
months. If any interest payment date, redemption date or
maturity date falls on a day that is not a business day, the
payment will be made on the next business day with the same
force and effect as if made on the relevant interest payment
date, redemption date or maturity date, and, unless we default
on the payment, no interest will accrue for the period from and
after the interest payment date, redemption date or maturity
date. Business day means a day other than a
Saturday, a Sunday or a day on which banking institutions in
Dallas, Texas, are authorized or obligated to close.
Initially, all notes will be issued in global form as indicated
under Book-Entry, Delivery and Form
below. We may make payments on any notes that are later issued
in certificated form at the corporate trust office of the
trustee in Dallas, which is currently located at 1445 Ross
Avenue, Dallas, Texas 75202.
Redemption
We will have the right to redeem the notes, in whole or in part
at any time, at a redemption price equal to the greater of
(1) 100% of the principal amount of the notes to be
redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on such
notes (exclusive of interest accrued to the redemption date)
discounted to the redemption date on a semi-annual basis
(assuming a 360-day
year consisting of twelve
30-day months) at the
Treasury Rate plus basis
points, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to such redemption date.
For purposes of determining the redemption price, the following
definitions are applicable:
Comparable Treasury Issue means the United States
Treasury security selected by the Quotation Agent as having an
actual or interpolated maturity comparable to the remaining term
of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such notes.
Comparable Treasury Price means, with respect to any
redemption date, the average of the Reference Treasury Dealer
Quotations for such redemption date.
Quotation Agent means one of the Reference Treasury
Dealers appointed by us.
S-8
Reference Treasury Dealer means each of Barclays
Capital Inc. and Citigroup Global Markets Inc. and their
respective successors; provided, however, that if either of the
foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary
Treasury Dealer), we will substitute therefor another
Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at
3:30 p.m., New York City time, on the third business
day preceding such redemption date.
Treasury Rate means, with respect to any redemption
date, the rate per year equal to the semi-annual equivalent
yield to maturity or interpolated yield (on a day count basis)
of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate will be calculated on
the third business day preceding the redemption date.
There will be no sinking fund for the notes.
Redemption Procedures
We will provide not less than 30 nor more than
60 days notice mailed to each registered holder of
the notes to be redeemed. If the redemption notice is given and
funds deposited as required, then interest will cease to accrue
on and after the redemption date on the notes or portions of
such notes called for redemption.
If fewer than all of the notes are to be redeemed at any time,
selection of notes for redemption will be made by the trustee in
compliance with the requirements of the principal national
securities exchange, if any, on which the notes are listed or,
if the notes are not listed on a national securities exchange,
on a pro rata basis, provided, however, that the notes
will be redeemed only in the amount of $1,000 or integral
multiples thereof.
Ranking
The notes will be our direct, unsecured and unsubordinated
obligations. The notes will rank pari passu, or
equal in right of payment, with all of our other unsubordinated
indebtedness and senior in right of payment to all of our future
subordinated debt. The indenture contains no restrictions on the
amount of additional indebtedness that we may issue under it.
Denominations
The notes will be issuable in denominations of $1,000 and
integral multiples of $1,000.
Book-Entry, Delivery and Form
The notes will be issued initially in the form of a global
security registered in the name of The Depository Trust Company
(DTC) or its nominee, as described under the caption
Description of Debt Securities Southwest May
Offer Global Securities in the accompanying
prospectus.
DTC has advised us as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a member of
the Federal Reserve System, a clearing corporation
within the meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of
1934. DTC was created to hold securities of its participants and
to facilitate the clearance and settlement of securities
transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. DTCs participants include securities brokers
and dealers (including the underwriters of the notes), banks,
trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own
interests in DTC. Access to DTCs book-
S-9
entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain custodial relationship with a participant, either
directly or indirectly.
Settlement for the notes will be made in same-day funds. We will
make all payments of principal and interest on any notes held by
DTC in immediately available funds. To the extent any notes are
held by DTC, DTC will require secondary trading activity in the
notes to be settled in immediately available funds.
Governing Law
The indenture provides that it and the notes will be governed
by, and construed in accordance with, the laws of the State of
Texas.
S-10
UNDERWRITING
Barclays Capital Inc. and Citigroup Global Markets Inc. are
acting as joint book-running managers of the offering, and as
representatives of the underwriters named below.
Subject to the terms and conditions stated in the underwriting
agreement dated the date of this prospectus supplement, each
underwriter named below has agreed to purchase, and we have
agreed to sell to that underwriter, the principal amount of
notes set forth opposite that underwriters name.
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Principal | |
Underwriter |
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Amount | |
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Barclays Capital Inc.
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$ |
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Citigroup Global Markets Inc.
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Lazard Capital Markets LLC
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Wells Fargo Securities, LLC
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Total
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$ |
300,000,000 |
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The underwriting agreement provides that the obligations of the
underwriters to purchase the notes included in this offering are
subject to approval of legal matters by counsel and to other
conditions. The underwriters are obligated to purchase all of
the notes if they purchase any of the notes. If an underwriter
defaults, the underwriting agreement provides that the purchase
commitments of the nondefaulting underwriters may be increased
or the underwriting agreement may be terminated.
The underwriters propose to offer some of the notes directly to
the public at the public offering price set forth on the cover
page of this prospectus supplement and some of the notes to
dealers at the public offering price less a concession not to
exceed %
of the principal amount of the notes. The underwriters may
allow, and dealers may reallow a concession not to
exceed %
of the principal amount of the notes on sales to other dealers.
After the initial offering of the notes to the public, the
representatives may change the public offering price and
concessions.
The following table shows the underwriting discounts and
commissions that we are to pay to the underwriters in connection
with this offering (expressed as a percentage of the principal
amount of the notes).
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Paid by | |
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Southwest | |
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Per note
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% |
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In connection with the offering, the representatives, on behalf
of the underwriters, may purchase and sell notes in the open
market. These transactions may include over-allotment, syndicate
covering transactions and stabilizing transactions.
Over-allotment involves syndicate sales of notes in excess of
the principal amount of notes to be purchased by the
underwriters in the offering, which creates a syndicate short
position. Syndicate covering transactions involve purchases of
the notes in the open market after the distribution has been
completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of
notes made for the purpose of preventing or retarding a decline
in the market price of the notes while the offering is in
progress.
The underwriters also may impose a penalty bid. Penalty bids
permit the underwriters to reclaim a selling concession from a
syndicate member when the representatives, in covering syndicate
short positions or making stabilizing purchases, repurchase
notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or
retarding a decline in the market price of the notes. They may
also cause the price of the notes to be higher than the price
that otherwise would exist in the open market in the absence of
these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the
underwriters commence any of these transactions, they may
discontinue them at any time.
S-11
We estimate that our total expenses for this offering will be
$200,000.
Lazard Capital Markets LLC (Lazard Capital Markets)
has entered into an agreement with Mitsubishi UFJ Securities
(USA), Inc. (MUS(USA)) pursuant to which MUS(USA)
provides certain advisory and/or other services to Lazard
Capital Markets, including in respect of this offering. In
return for the provision of such services by MUS(USA) to Lazard
Capital Markets, Lazard Capital Markets will pay to MUS(USA) a
mutually agreed upon fee.
Affiliates of each of the underwriters are lenders under our
revolving credit facility. Wells Fargo Securities, LLC is an
affiliate of the trustee for the notes. In addition, the
underwriters have performed investment banking and advisory
services for us from time to time for which they have received
customary fees and expenses. The underwriters may, from time to
time, engage in transactions with and perform services for us in
the ordinary course of their business.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be
required to make in respect of those liabilities.
VALIDITY OF NOTES
The validity of the notes will be passed upon for us by Deborah
Ackerman, Vice President General Counsel of our
company, and for the underwriters by Mayer, Brown, Rowe &
Maw LLP. Ms. Ackerman beneficially owns approximately
168,000 shares of our common stock. Vinson & Elkins L.L.P.
will also pass upon certain matters for us in connection with
this offering. Members of Vinson & Elkins L.L.P. involved in
this offering beneficially own approximately 27,500 shares of
our common stock.
EXPERTS
The consolidated financial statements of Southwest Airlines Co.
included in Southwest Airlines Co.s Annual Report
(Form 10-K) for
the year ended December 31, 2005, and Southwest Airlines
Co.s assessment of the effectiveness of internal control
over financial reporting as of December 31, 2005 included
therein, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in its reports
thereon, included therein, and incorporated herein by reference.
Such financial statements and managements assessment have
been incorporated herein by reference in reliance upon such
reports given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
documents we file at the SECs public reference room, 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public on the
SECs web site at www.sec.gov and through the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on
which our common stock is listed.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus supplement and the
accompany prospectus, and later information that we file with
the SEC will automatically update and supersede this information
as well as the information included in this prospectus
supplement and the accompanying prospectus. We incorporate by
reference the documents listed below and any future filings made
with the SEC
S-12
under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (excluding any information furnished
pursuant to Item 2.02 or 7.01 of
Form 8-K) until we
sell all the notes.
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Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005; |
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Quarterly Reports on
Form 10-Q for the
periods ended March 31, June 30 and September 30,
2006; and |
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Current Reports on
Form 8-K filed on
January 24, April 20, May 18 and 19,
August 8 and 14 and November 21, 2006. |
Any party to whom this prospectus supplement and the
accompanying prospectus are delivered, including a holder in
street name, may request a copy of these filings (other than any
exhibits unless specifically incorporated by reference into this
prospectus supplement and the accompanying prospectus), at no
cost, by writing or telephone us at the following address:
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Southwest Airlines Co. |
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Investor Relation |
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P. O. Box 36611, HDQ-6FC |
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2702 Love Field Drive |
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Dallas, Texas 75235 |
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(214) 792-4000 |
S-13
PROSPECTUS
Southwest Airlines Co.
Debt Securities
By this prospectus, we may offer from time to time up to
$1,000,000,000 of our unsecured debt securities. When we offer
debt securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of debt
securities, including the offering price of the debt securities.
You should read this prospectus and the prospectus supplement
relating to the specific issue of debt securities carefully
before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is November 7, 2002.
TABLE OF CONTENTS
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You should rely only on the information contained in this
prospectus or any prospectus supplement or information contained
in documents which you are referred to in this prospectus or any
prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this
prospectus or any prospectus supplement. We are offering to sell
the debt securities only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus or
any prospectus supplement is accurate only as of the date on the
front of those documents, regardless of the time of delivery of
the documents or any sale of the debt securities.
ABOUT THIS PROSPECTUS
This prospectus is part of three registration statements that we
filed with the Securities and Exchange Commission utilizing a
shelf registration process. Under this shelf process, we may
sell the securities described in this prospectus in one or more
offerings up to a total offering amount of $1,000,000,000. This
prospectus provides you with a general description of the debt
securities we may offer.
Each time we sell debt securities, we will provide a prospectus
supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement
together with additional information described in the section
entitled Where You Can Find More Information.
For more detail, you should read our registration statements and
the exhibits filed with our registration statements.
In this prospectus, references to Southwest,
we, us and our mean
Southwest Airlines Co.
i
FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, which
represent our expectations or beliefs concerning future events.
When used in this prospectus and the incorporated documents, the
words expects, plans,
anticipates and similar expressions are intended to
identify forward-looking statements. All forward-looking
statements in this prospectus are based upon information
available to us on the date of this prospectus. We undertake no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events
or otherwise. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ
materially from historical experience or our expectations.
Additional information concerning these and other factors is
contained in our SEC filings, including but not limited to our
Forms 10-K,
10-Q and
8-K.
ii
THE COMPANY
Southwest Airlines Co. is a major domestic airline that provides
primarily shorthaul, high-frequency,
point-to-point,
low-fare service. We were incorporated in Texas in 1967 and
commenced Customer Service on June 18, 1971 with three
Boeing 737 aircraft serving three Texas cities
Dallas, Houston, and San Antonio. As of September 30,
2002, we operated 370 Boeing 737 aircraft and provided service
to 59 airports in 58 cities in 30 states
throughout the United States.
Additional information about us is included in our reports and
other documents incorporated by reference in this prospectus.
Please refer to the section Where You Can Find More
Information.
Our principal executive offices are located at 2702 Love Field
Drive, P.O. Box 36611, Dallas, Texas 75235, and our
telephone number is (214) 792-4000.
USE OF PROCEEDS
We intend to use the net proceeds from the offering of the debt
securities for general corporate purposes, unless otherwise
specified in the prospectus supplement relating to a specific
issuance of debt securities. Such general corporate purposes may
include, among other possible uses, the repayment of short-term
or long-term indebtedness and capital expenditures.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings
to fixed charges for the periods indicated:
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Nine Months Ended | |
Year Ended December 31, | |
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3.50 |
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4.58 |
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5.01 |
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5.97 |
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4.94 |
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5.78 |
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2.69 |
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Earnings represent:
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Income before income taxes, excluding the cumulative effect of
accounting changes; plus |
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Fixed charges, excluding capitalized interest. |
Fixed charges include:
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Interest, whether expensed or capitalized; and |
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A portion of rental expense. Our management believes this is
representative of the interest factor in those periods. |
1
DESCRIPTION OF DEBT SECURITIES SOUTHWEST MAY OFFER
We will issue the debt securities under a contract called the
indenture between us and Wells Fargo Bank, N.A., which acts as
trustee. We may issue as many distinct series of debt securities
under the indenture as we wish.
The trustee has two main roles. First, the trustee can enforce
your rights against us if we default. There are some limitations
on the extent to which the trustee acts on your behalf,
described later in this section under Default and Related
Matters Remedies If an Event of Default
Occurs. Second, the trustee performs administrative duties
for us, such as sending you interest payments, transferring your
debt securities to a new buyer if you sell and sending you
notices.
The indenture and its associated documents contain the full
legal text of the matters described in this section. The
indenture and the debt securities are governed by Texas law. A
copy of the indenture may be obtained from us as described below
under Where You Can Find More Information.
This section summarizes the material terms of the debt
securities that we expect will be common to all series, although
the prospectus supplement which describes the terms of each
series of debt securities may also describe differences with the
material terms summarized here.
Because this section is a summary, it does not describe every
aspect of the debt securities. This summary is subject to and
qualified in its entirety by reference to all the provisions of
the indenture, including definitions of certain terms used in
the indenture. In this summary, we describe the meaning for only
the more important terms. You must look to the indenture for the
most complete description of what is described in summary form
in this prospectus.
This summary also is subject to and qualified by reference to
the description of the particular terms of your series described
in the prospectus supplement. Those terms may vary from the
terms described in this prospectus. The prospectus supplement
relating to each series of debt securities will be attached to
the front of this prospectus. There may also be a further
prospectus supplement, known as a pricing supplement, which
contains the precise terms of debt securities you are offered.
We may issue the debt securities as original issue discount
securities, which will be offered and sold at a substantial
discount below their stated principal amount. The prospectus
supplement relating to the original issue discount securities
will describe federal income tax consequences and other special
considerations applicable to them. The prospectus supplement
relating to specific debt securities will also describe any
special considerations and certain additional tax considerations
applicable to such debt securities.
In addition, the specific financial, legal and other terms
particular to a series of debt securities are described in the
prospectus supplement and any pricing supplement relating to the
series. The prospectus supplement relating to a series of debt
securities will describe the following terms of the series:
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the title of the series of debt securities; |
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any limit on the aggregate principal amount of the series of
debt securities; |
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the person to whom interest on a debt security is payable, if
other than the holder on the regular record date; |
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the date or dates on which the series of debt securities will
mature; |
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the rate or rates, which may be fixed or variable, per annum at
which the series of debt securities will bear interest, if any,
and the date or dates from which that interest, if any, will
accrue; |
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the place or places where the principal of (and premium, if any)
and interest on the debt securities are payable; |
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the dates on which interest, if any, on the series of debt
securities will be payable and the regular record dates for the
interest payment dates; |
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any mandatory or optional sinking funds or similar provisions; |
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the date, if any, after which and the price or prices at which
the series of debt securities may, in accordance with any
optional or mandatory redemption provisions, be redeemed and the
other detailed terms and provisions of those optional or
mandatory redemption provisions, if any; |
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if other than denominations of $1,000 and any of its integral
multiples, the denominations in which the series of debt
securities will be issuable; |
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the applicability of the provisions described under
Defeasance; |
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if the series of debt securities will be issuable only in the
form of a global security, the depository or its nominee with
respect to the series of debt securities and the circumstances
under which the global security may be registered for transfer
or exchange in the name of a person other than the depositary or
the nominee; and |
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any other special feature of the series of debt securities. |
Legal Ownership
Street Name and Other Indirect Holders. Investors who
hold debt securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of debt
securities. This is called holding in street name. Instead, we
would recognize only the bank or broker, or the financial
institution the bank or broker uses to hold its debt securities.
These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments
on the debt securities, either because they agree to do so in
their customer agreements or because they are legally required
to. If you hold debt securities in street name, you should check
with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle voting if required; |
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whether and how you can instruct it to send you debt securities
registered in your own name so that you can be a direct holder
as described below; and |
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how it would pursue rights under the debt securities if there
were a default or other event triggering the need for holders to
act to protect their interests. |
Direct Holders. Our obligations, as well as the
obligations of the trustee and those of any third parties
employed by us or the trustee, run only to persons who are
registered as holders of debt securities. As noted above, we do
not have obligations to you if you hold debt securities in
street name or other indirect means, either because you choose
to hold debt securities in that manner or because the debt
securities are issued in the form of global securities as
described below. For example, once we make payment to the
registered holder, we have no further responsibility for the
payment, even if that holder is legally required to pass the
payment along to you as a street name customer but does not do
so.
Global Securities
What is a Global Security? A global security is a special
type of indirectly held security, as described above under
Street Name and Other Indirect Holders. If we choose
to issue debt securities in the form of global securities, the
ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global security be registered in the
name of a financial institution we select and by requiring that
the debt securities included in the global security not be
transferred to the name of any other direct holder unless the
special circumstances described below occur. The financial
institution that acts as the sole direct holder of the global
security is called the depositary. Any person wishing to own a
debt security must do so indirectly by virtue of an account with
a broker, bank or other financial institution that in turn has
an account with the depositary. The prospectus supplement
indicates whether your series of securities will be issued only
in the form of global securities.
3
Special Investor Considerations for Global Securities. As
an indirect holder, an investors rights relating to a
global security will be governed by the account rules of the
investors financial institution and of the depositary, as
well as general laws relating to securities transfers. We do not
recognize this type of investor as a holder of debt securities
and instead deal only with the depositary that holds the global
security.
If you are an investor, you should be aware that if debt
securities are issued only in the form of global securities:
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You cannot get debt securities registered in your own name. |
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You cannot receive physical certificates for your interest in
the debt securities. |
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You will be a street name holder and must look to your own bank
or broker for payments on the debt securities and protection of
your legal rights relating to the debt securities. See
Legal Ownership Street Name and Other Indirect
Holders. |
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You may not be able to sell interests in the debt securities to
some insurance companies and other institutions that are
required by law to own their securities in the form of physical
certificates. |
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The depositarys policies will govern payments, transfers,
exchange and other matters relating to your interest in the
global security. We and the trustee have no responsibility for
any aspect of the depositarys actions or for its records
of ownership interest in the global security. We and the trustee
also do not supervise the depositary in any way. |
Special Situations when Global Security will be
Terminated. In a few special situations described in the
next paragraph, the global security will terminate and interests
in it will be exchanged for physical certificates representing
debt securities. After that exchange, the choice of whether to
hold debt securities directly or in street name will be up to
you. You must consult your own bank or broker to find out how to
have your interests in debt securities transferred to your own
name, so that you will be a direct holder. The rights of street
name investors and direct holders in the debt securities have
been previously described under Legal Ownership in
the subsections entitled Street Name and Other Indirect
Holders and Direct Holders.
The special situations for termination of a global security are:
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When the depositary notifies us that it is unwilling, unable or
no longer qualified to continue as depositary and a successor
depositary is not appointed by us within 90 days. |
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When we notify the trustee that we wish to terminate the global
security. |
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When an event of default on the securities has occurred and has
not been cured, disregarding for this purpose any requirement of
notice or that the default exists for a specified period of
time. (Default is discussed later under Default and
Related Matters.) |
The prospectus supplement may also list additional situations
for terminating a global security that would apply only to the
particular series of debt securities covered by the prospectus
supplement. When a global security terminates, the depositary
(and not us or the trustee) is responsible for deciding the
names of the institutions that will be the initial direct
holders.
IN THE REMAINDER OF THIS DESCRIPTION YOU MEANS
DIRECT HOLDERS AND NOT STREET NAME OR OTHER INDIRECT HOLDERS OF
DEBT SECURITIES. INDIRECT HOLDERS SHOULD READ THE PREVIOUS
SUBSECTION ENTITLED STREET NAME AND OTHER INDIRECT
HOLDERS.
Overview of Remainder of this Description
The remainder of this description summarizes:
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Additional Mechanics relevant to the debt securities
under normal circumstances, such as how you transfer ownership
and where we make payments; |
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Your rights in several Special Situations, such as if we
merge with another company, or if we want to change a term of
the debt securities via Modification and Waiver; |
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A Defeasance clause, which may allow for us to be
completely released from our payment and other obligations on
the debt securities; and |
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Your rights if we Default or experience other financial
difficulties. |
Additional Mechanics
Form, Exchange and Transfer. The debt securities will be
issued:
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only in fully registered form; |
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without interest coupons; and |
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in denominations that are even multiples of $1,000. |
You may have your debt securities divided into more debt
securities of smaller denominations or combined into fewer debt
securities of larger denominations, as long as the total
principal amount is not changed. This is called an exchange.
You may exchange or transfer debt securities at the office of
the trustee. The trustee acts as our agent for registering debt
securities in the names of holders and transferring debt
securities. We may change this appointment to another entity or
perform these functions ourselves. The entity performing the
role of maintaining the list of registered holders is called the
security registrar. It will also perform transfers.
You will not be required to pay a service charge to transfer or
exchange debt securities, but you may be required to pay for any
tax or other governmental charge associated with the exchange or
transfer. The transfer or exchange will only be made if the
security registrar is satisfied with your proof of ownership.
If we have designated additional transfer agents, they are named
in the prospectus supplement. We may cancel the designation of
any particular transfer agent. We may also approve a change in
the office through which any transfer agent acts.
If the debt securities are redeemable, we may block the transfer
or exchange of debt securities for a period beginning
15 days before the day we mail the notice of redemption, in
order to freeze the list of holders to prepare the mailing. We
may also refuse to register transfers or exchanges of debt
securities selected for redemption, except that we will continue
to permit transfers and exchanges of the unredeemed portion of
any debt security being partially redeemed.
Payment and Paying Agents. We will pay interest to you if
you are a direct holder listed in the trustees records at
the close of business on a particular day in advance of each due
date for interest, even if you no longer own the debt security
on the interest due date. That particular day, usually about two
weeks in advance of the interest due date, is called the regular
record date and is stated in the prospectus supplement. Holders
buying and selling debt securities must work out between them
how to compensate for the fact that we will pay all the interest
for an interest period to the one who is the registered holder
on the regular record date. The most common manner is to adjust
the sales price of the securities to pro rate interest fairly
between buyer and seller. This prorated interest amount is
called accrued interest.
We will pay interest, principal and any other money due on the
debt securities at the corporate trust office of the trustee in
Fort Worth, Texas. That office is currently located at 505
Main Street, Suite 301, Fort Worth, Texas 76102. You
must make arrangements to have your payments picked up at or
wired from that office. We may also choose to pay interest by
mailing checks.
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR
BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION
ON HOW THEY WILL RECEIVE PAYMENTS.
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We may also arrange for additional payment offices, and may
cancel or change these offices, including the use of the
trustees corporate trust office. These offices are called
paying agents. We may also choose to act as our own paying
agent. We must notify you of changes in the paying agents for
any particular series of debt securities.
Notices. We and the trustee will send notices regarding
the debt securities only to direct holders, using their
addresses as listed in the trustees records.
Regardless of who acts as paying agent, all money paid by us to
a paying agent that remains unclaimed at the end of two years
after the amount is due to direct holders will be repaid to us.
After that two-year period, you may look only to us for payment
and not to the trustee, any other paying agent or anyone else.
Special Situations
Mergers and Similar Events. We are generally permitted to
consolidate or merge with another entity. We are also permitted
to sell or convey all or substantially all of our assets to
another entity. However, we may not take any of these actions
unless all of the following conditions are met:
Where we consolidate or merge out of existence or sell or convey
all or substantially all of our assets, the other entity must be
organized under the laws of a state or under federal law, and it
must agree to be legally responsible for the debt securities.
Immediately after the merger, sale of assets or other
transaction, we must not be in default on the debt securities. A
default for this purpose would also include any event that would
be an event of default if the requirements for giving us default
notice or our default having to exist for a specific period of
time were disregarded.
Modification and Waiver
There are three types of changes we can make to the indenture
and the debt securities.
Changes Requiring Your Approval. First, there are changes
that cannot be made to your debt securities without your
specific approval. Following is a list of those types of changes:
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extend the stated maturity of the principal or interest on a
debt security; |
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reduce any amounts due on a debt security; |
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reduce the amount of principal payable on an original discount
security upon acceleration of the maturity of the debt security
following a default; |
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impair your right to sue for payment; and |
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reduce the percentage of the principal amount of debt securities
of any series or all series (voting as one class) the consent of
which is needed to modify or amend the indenture. |
Changes Requiring a Vote. The second type of change to
the indenture and the debt securities is the kind that requires
a vote in favor by the holders of debt securities owning at
least a majority of the principal amount of the particular
series affected. Most changes fall into this category, except
for clarifying changes and certain other changes that would not
adversely affect the interest of holders of the debt securities
described in the next paragraph. We may obtain a waiver of a
past default from the holders of debt securities owning a
majority of the principal amount of the particular series
affected. However, we cannot obtain a waiver of a payment
default unless we obtain an individual consent to the waiver
from every holder.
Changes Not Requiring Approval. The third type of change
to the indenture and the debt securities does not require any
vote by holders of debt securities. This type is limited to
clarifications and certain other changes that would not
adversely affect the interests of holders of the debt
securities. Holders of debt securities will also not be eligible
to vote if the debt securities have been fully defeased as
described below under Defeasance.
6
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR
BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION
ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
Absence of Restrictive Covenants
The indenture does not contain any promises by us on how we will
operate our business, and does not restrict our ability to incur
debt or grant liens on our assets. If we determine to include
such a promise for the benefit of a particular series of debt
securities, such promise, or restrictive covenant, will be
described in the prospectus supplement relating to that series
of debt securities.
Defeasance
We may be completely released from our payment and other
obligations on the debt securities. The following discussion of
defeasance will be applicable to your series of debt securities
only if we choose to have them apply to that series. If we do so
choose, we will state that in the prospectus supplement.
If there is a change in federal tax law, or if we obtain a
ruling from the Internal Revenue Service, as described below, we
can legally release ourselves from any payment or other
obligations on the debt securities, called full or legal
defeasance, if we put in place the following arrangements for
you to be repaid:
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We must deposit in trust for your benefit and the benefit of all
direct holders of the debt securities a combination of money and
U.S. government or U.S. government agency notes or
bonds that will generate enough cash to make interest, principal
and any other payments on the debt securities on their various
due dates. |
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There must be a change in federal tax law or a ruling from the
Internal Revenue Service that lets us make the above deposit
without causing you to be taxed on the debt securities any
differently than if we did not make the deposit and just repaid
the debt securities. Under current federal tax law, the deposit
and our legal release from the debt securities would be treated
as though we took back your debt securities and gave you your
share of the cash and notes or bonds deposited in trust. In that
event, you could recognize gain or loss on the debt securities
you give back to us. |
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We must deliver to the trustee a legal opinion of our counsel
confirming, among other things, the tax law change described
above. |
If we are able to fully defease the debt securities, as
described above, you would have to rely solely on the trust
deposit for repayment on the debt securities. You could not look
to us for repayment.
Default and Related Matters
Ranking. The debt securities are not secured by any of
our property or assets. Accordingly, your ownership of debt
securities means you are one of our unsecured creditors. The
debt securities are not subordinated to any of our other debt
obligations and therefore they rank equally in contractual right
of payment with all of our other unsubordinated indebtedness.
Events of Default. You will have special rights if an
event of default occurs and is not cured, as described later in
this subsection.
What is an Event of Default? The term event of
default means any of the following:
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We do not pay the principal or any premium on a debt security
when due. |
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We do not pay interest on a debt security within 30 days of
its due date. |
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We remain in breach of any other covenant or agreement in the
indenture for 90 days after we receive a notice of default
stating we are in breach. The notice must be sent by either the
trustee or holders of 25% of the outstanding principal amount of
debt securities of the affected series. |
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We default on any indebtedness for borrowed money totaling over
$50,000,000 and our obligation to repay such indebtedness is
accelerated, and this repayment obligation remains accelerated
for 10 days after we receive a notice of default by the
trustee or holders of 25% of the outstanding principal amount of
the affected debt securities. |
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We file for bankruptcy, or certain other events in bankruptcy,
insolvency or reorganization occur. |
Remedies if an Event of Default Occurs. If an event of
default has occurred and has not been cured, the trustee or the
holders of at least 25% in principal amount of the debt
securities of the affected series may declare the entire
principal amount (or, in the case of original issue discount
securities, the portion of the principal amount that is
specified in the terms of the affected debt security) of all the
debt securities of that series, plus accrued interest, to be due
and immediately payable. This is called a declaration of
acceleration of maturity. However, a declaration of acceleration
of maturity may be cancelled, but only before a judgment or
decree based on the acceleration has been obtained, by the
holders of at least a majority in principal amount of the debt
securities of the affected series.
Reference is made to the prospectus supplement relating to any
series of debt securities which are original issue discount
securities for the particular provisions relating to
acceleration of the maturity of a portion of the principal
amount of original issue discount securities upon the occurrence
of an event of default and its continuation.
Except in cases of default, where the trustee has some special
duties, the trustee is not required to take any action under the
indenture at the request of any holders unless the holders offer
the trustee reasonable protection from expenses and liability,
called an indemnity. If reasonable indemnity is provided, the
holders of a majority of the outstanding principal amount of the
securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action
seeking any remedy available to the trustee. These majority
holders may also direct the trustee in performing any other
action under the indenture.
Before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your
rights or protect your interests relating to the debt
securities, the following must occur:
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You must give the trustee written notice that an event of
default has occurred and remains uncured. |
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The holders of at least 25% of the outstanding principal amount
of all the securities of the relevant series must make a written
request that the trustee take action because of an event of
default, and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action. |
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The trustee must have not taken action for 60 days after
receipt of the above written request and offer of indemnity and
no directions inconsistent with the above written request must
have been given to the trustee during such period. |
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt security on or after its due
date.
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR
BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION
ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
We will furnish to the trustee every year a written statement of
certain of our officers certifying that to their knowledge we
are in compliance with the indenture and the debt securities, or
else specifying any default and indicating the nature and status
of the default.
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Concerning the Trustee
The trustee under the indenture is Wells Fargo Bank, N.A.
The indenture contains certain limitations on the right of the
trustee, should it become a creditor of ours, to obtain payment
of claims in certain cases, or to realize for its own account on
certain property received in respect of any such claim as
security or otherwise. The trustee will be permitted to engage
in certain other transactions; however, if after an event of
default has occurred and is continuing, the trustee acquires any
conflicting interest (as described in the indenture) it must
eliminate such conflict or resign.
PLAN OF DISTRIBUTION
We may sell debt securities:
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to or through underwriting syndicates represented by managing
underwriters; |
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through one or more underwriters without a syndicate for them to
offer and sell to the public; |
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through dealers or agents; and |
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to investors directly in negotiated sales or in competitively
bid transactions. |
Any underwriter or agent involved in the offer and sale of any
series of the debt securities will be named in the prospectus
supplement.
The prospectus supplement for each series of debt securities
will describe:
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the terms of the offering of those debt securities, including
the name of the agent or the name or names of any underwriters; |
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the public offering or purchase price; |
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any discounts and commissions to be allowed or paid to the agent
or underwriters and all other items constituting underwriting
compensation; |
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any discounts and commissions to be allowed or paid to
dealers; and |
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other specific terms of the particular debt securities. |
Only the agents or underwriters named in a prospectus supplement
are agents or underwriters in connection with the debt
securities being offered by that prospectus supplement.
Underwriters, agents and dealers may be entitled, under
agreements with us, to indemnification against certain civil
liabilities, including liabilities under the Securities Act of
1933.
Underwriters to whom debt securities are sold by us for public
offering and sale are obliged to purchase all of those
particular debt securities if any are purchased. This obligation
is subject to certain conditions and may be modified in the
applicable prospectus supplement.
Each series of debt securities will be a new issue of securities
and will not have an established trading market. Unless
otherwise indicated in the applicable prospectus supplement, we
will not list any series of debt securities on an exchange. No
assurance can be given that you will be able to resell any debt
securities that you may purchase.
Underwriters, dealers or agents may engage in transactions with,
or perform services for, us or our affiliates in the ordinary
course of business.
VALIDITY OF THE DEBT SECURITIES
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the debt securities offered hereby
will be passed upon for us by Deborah Ackerman, Vice
President General Counsel.
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EXPERTS
Ernst & Young LLP, independent auditors, have audited
our consolidated financial statements included in our Annual
Report on
Form 10-K for the
year ended December 31, 2001, as set forth in their report,
which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our consolidated
financial statements are incorporated by reference in reliance
on Ernst & Young LLPs report, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange
Commission. You may read and copy any documents we file at the
SECs public reference room, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for
further information on the public reference room. Our SEC
filings are also available to the public on the SECs web
site at http://www.sec.gov and through the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on
which our common stock is listed.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and
supersede this information as well as the information included
in this prospectus. We incorporate by reference the documents
listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all the debt securities.
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Annual Report on
Form 10-K for the
fiscal year ended December 31, 2001; |
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Quarterly Reports on
Form 10-Q for the
quarters ended March 31, June 30, and
September 30, 2002; and |
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Current Reports on
Form 8-K dated
February 28 and July 30, 2002. |
Any party to whom this prospectus is delivered, including a
holder in street name, may request a copy of these filings
(other than any exhibits unless specifically incorporated by
reference into this prospectus), at no cost, by writing or
telephoning us at the following address:
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Southwest Airlines Co. |
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Investor Relations |
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P.O. Box 36611, HDQ-6FC |
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2702 Love Field Drive |
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Dallas, Texas 75235 |
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(214) 792-4000 |
10
$300,000,000
Southwest Airlines
Co.
%
Notes Due 2016
Preliminary Prospectus Supplement
December , 2006
Joint Book-Running Managers
Barclays Capital
Citigroup
Co-Managers
Lazard Capital Markets
Merrill Lynch & Co.
Wells Fargo Securities