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美國
證券交易委員會
華盛頓特區20549

表格 10-Q
(標記一個)
☒根據1934年證券交易法第13或15(d)條款的季度報告。
     截至本季度結束日期 2024年9月30日
 或
☐根據1934年證券交易法第13或15(d)條款的過渡報告
 過渡期從________到________
委員會檔案號碼。 1-7259
southwestheartimage.jpg

southwest airlines co.
（依憑章程所載的完整登記名稱）
德克薩斯州74-1563240
(依據所在地或其他管轄區)(IRS雇主
的註冊地或組織地點)識別號碼)
郵政信箱36611號
達拉斯，德克薩斯州75235-1611
(總部辦公地址)（郵政編碼）
註冊人的電話號碼，包括區號： (214) 792-4000
根據法案第12(b)條規定註冊的證券：
每種類別的名稱交易符號每個註冊交易所的名稱
普通股票（面值1.00美元）LUV紐約證券交易所
勾選表示的方式，說明登記人（1）在過去12個月內已經按照1934年證券交易法第13條或第15(d)條的規定提交了所有要求提交的報告（或者對於登記人需要提交這些報告的更短期間），並且（2）在過去90天內已受到這樣的報告要求。是 x無 ¨

請在勾選區內表明，是否在過去12個月內（或在要求提交該文件的較短期限內）按照《S-t法規405條第232章》提交了每一個需要提交的互動式資料文件。是 x無 ¨

以勾選方式表示，登記人是否為大型加速遞交人、加速遞交人、非加速遞交人、較小型報告公司或新興增長公司。請參見《交易所法》第120億2條中關於“大型加速遞交人”、“加速遞交人”、“較小型報告公司”和“新興增長公司”的定義。
大型加速歸檔人
x
加速歸檔人
☐
非加速歸檔人
☐
小型報告公司
☐
新興成長型企業
☐
如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 ¨
請打勾表示該註冊人是否為殼公司（如證交所法規120億2所定義）。是 ☐否 x
    2024年10月24日業務結束時普通股股份的流通數量： 599,737,219


表格10-Q目錄

第一部分 - 財務信息
項目1. 基本報表
截至2024年9月30日和2023年12月31日的總合資產負債表
2024年9月30日及2023年之三個月及九個月止的綜合收益簡明綜合收入報表
2024年和2023年9月30日的簡明綜合股東權益報表
2024年和2023年9月30日結束的三個月和九個月之間的綜合營業活動申報狀況。
基本報表註記
項目2. 管理層對財務狀況和營運結果的討論與分析。
項目3.有關市場風險的定量和質量披露
第四項。控制和程序
第二部分 - 其他信息
項目1. 法律訴訟
第1A項。風險因素
第 2 項。未註冊的股票發行和款項使用
第三項。優先證券拖欠。
第4項。礦山安全披露。
項目5。其他信息。
項目6. 附件
簽名
2
目錄
southwest airlines co.
表格10-Q
財務報表第一部分

項目1。 基本報表
西南航空公司。
綜合總帳賬目表
(以百萬為單位)
（未經審計）

2024年9月30日2023年12月31日
資產  
流動資產: 
現金及現金等價物$8,503 $9,288 
短期投資879 2,186 
應收帳款和其他應收款1,177 1,154 
零件和耗材存貨，按成本計量770 807 
預付費用及其他流動資產601 520 
全部流動資產11,930 13,955 
資產及設備，以成本計量：
飛行器材26,394 26,060 
地面資產和設備7,955 7,460 
購買飛機的押金428 236 
為他人建造的資產87 62 
34,864 33,818 
費用摊销和折旧的减项15,091 14,443 
 19,773 19,375 
商譽970 970 
營運租賃權使用資產1,101 1,223 
其他資產1,073 964 
 $34,847 $36,487 
負債和股東權益  
流動負債：  
應付賬款$1,518 $1,862 
應付負債2,096 3,606 
當期營運租賃負債202 208 
航空運輸負債6,743 6,551 
長期負債的當期到期2,930 29 
流動負債合計13,489 12,256 
長期負債減去當期到期欠債5,075 7,978 
航空運輸責任－非流動資產1,957 1,728 
推延所得稅2,094 2,044 
非當期營運租賃負債888 985 
其他非流動負債933 981 
股東權益：  
普通股票888 888 
超過票面價值的股本4,180 4,153 
保留收益16,178 16,297 
其他綜合收益累計額(37)— 
庫藏股票，成本(10,798)(10,823)
股東權益總額10,411 10,515 
 $34,847 $36,487 
    
請參閱附註。
3
目錄
西南航空公司。
基本綜合損益表
（金額以百萬為單位，每股金額的單位是美元）
（未經審計）

 截至9月30日的三個月内，截至九月三十日止九個月，
 2024202320242023
OPERATING REVENUES:    
乘客$6,250 $5,912 $18,673 $17,426 
運費43 44 131 131 
其他577 569 1,749 1,711 
營業總收入6,870 6,525 20,553 19,268 
營業費用：銷售、市場和營運    
薪金、工資和福利3,070 2,728 9,010 7,991 
燃料和機油1,417 1,564 4,548 4,514 
維護材料和維修335 326 1,046 836 
降落費用和機場租金493 457 1,468 1,324 
折舊與攤提438 375 1,250 1,107 
其他營業費用1,079 958 3,188 2,868 
營業費用總計6,832 6,408 20,510 18,640 
營業收入減去營業費用38 117 43 628 
其他費用（收入）：  
利息費用63 63 191 193 
資本化利息(9)(4)(24)(15)
利息收入(121)(156)(392)(425)
其他（利得）損失，淨額16 (23)(1)(44)
其他收益合計(51)(120)(226)(291)
稅前收益(損失)89 237 269 919 
所得稅費用22 44 65 202 
凈利潤$67 $193 $204 $717 
基本每股凈利潤$0.11 $0.32 $0.34 $1.20 
稀釋每股凈利潤$0.11 $0.31 $0.34 $1.15 
綜合收益$19 $336 $167 $574 
加權平均股本   
基礎599 596 598 595 
稀釋601 640 643 639 
請參閱附註。
4
目錄
西南航空公司。
股東權益總表合併簡表
（金額以百萬為單位，每股金額的單位是美元）
（未經審計）
  
普通股超過票面價值的股本保留收益其他綜合損益（損失）累積額庫藏股總計
2023年12月31日餘額$888 $4,153 $16,297 $— $(10,823)$10,515 
根據員工股票計劃發行普通股和庫藏股— (25)— — 15 (10)
基於股份的報酬— 10 — — — 10 
現金分紅派息，$0.18 每股
— — (107)— — (107)
綜合收益（損失）— — (231)19 — (212)
2024年3月31日止結餘$888 $4,138 $15,959 $19 $(10,808)$10,196 
根據員工股票計劃發行普通股和庫藏股— 12 — — 5 17 
基於股份的報酬— 7 — — — 7 
現金分紅派息，$0.18 每股
— — (108)— — (108)
股票認股權回購— (6)— — — (6)
綜合收益（損失）— — 367 (8)— 359 
2024年6月30日餘額$888 $4,151 $16,218 $11 $(10,803)$10,465 
根據員工股票計劃發行普通股和庫存股— 10 — — 5 15 
基於股份的報酬— 19 — — — 19 
現金分紅派息，$0.18 每股
— — (107)— — (107)
綜合收益（損失）— — 67 (48)— 19 
2024年9月30日結餘$888 $4,180 $16,178 $(37)$(10,798)$10,411 

  
普通股超過面值的資本保留盈利累計其他全面收益（虧損）庫務股總計
二零二二年十二月三十一日結餘$888 $4,037 $16,261 $344 $(10,843)$10,687 
根據僱員股票計劃發行普通股及庫庫股— 1 — — 7 8 
基於股份的賠償— 20 — — — 20 
現金股息，$0.18 每股
— — (107)— — (107)
全面損失— — (159)(147)— (306)
二零二三年三月三十一日結餘$888 $4,058 $15,995 $197 $(10,836)$10,302 
根據僱員股票計劃發行普通股及庫庫股— 11 — — 5 16 
基於股份的賠償— 34 — — — 34 
現金股息，$0.18 每股
— — (107)— — (107)
綜合收益（虧損）— — 683 (139)— 544 
二零二三年六月三十日結餘$888 $4,103 $16,571 $58 $(10,831)$10,789 
根據僱員股票計劃發行普通股及庫庫股— 9 — — 4 13 
基於股份的賠償— 23 — — — 23 
現金股息，$0.18 每股
— — (107)— — (107)
綜合收益— — 193 143 — 336 
二零二三年九月三十日止餘額$888 $4,135 $16,657 $201 $(10,827)$11,054 
請參閱附帶註釋。
5
目錄
西南航空公司。
現金流量表縮短合併陳列
(以百萬為單位)
（未經審計）
三個月結束九個月結束了
九月三十日，九月三十日，
 2024202320242023
營業活動之現金流量：    
凈利潤$67 $193 $204 $717 
調整，以將凈利潤調整為經營活動產生的凈現金流量：   
折舊與攤提438 375 1,250 1,107 
可供出售證券未實現按市價計算之調整— — — (4)
燃油衍生工具未實現/實現收益（虧損）15 (21)17 (14)
推延所得稅19 57 62 214 
某些資產和負債的變動：   
應收帳款和其他應收款193 (216)(80)(405)
其他資產(13)(35)4 74 
應付款及應計費用(196)352 (1,668)645 
航空運輸負債(377)(59)421 750 
其他負債(18)(89)(136)(180)
從衍生工具交易對手處收取的現金擔保（提供給）(8)40 (28)(6)
其他，淨額(7)19 (60)(159)
營運活動之淨現金提供（使用）量113 616 (14)2,739 
投資活動產生的現金流量:    
資本支出(517)(842)(1,594)(2,812)
為他人建造的資產(10)(8)(26)(23)
購買短期投資(636)(1,620)(3,845)(5,347)
短期及其他投資銷售所得1,621 2,406 5,160 5,914 
其他，淨額— — (29)— 
投資活動提供的（使用的）淨現金458 (64)(334)(2,268)
融資活動產生的現金流量:    
員工股票計劃支持計劃股票認購— — (6)— 
員工股票計劃所得15 13 46 36 
長期負債及融資租賃應付款項(11)(11)(27)(78)
支付現金股利(216)(214)(431)(428)
其他，淨額2 (1)(19)4 
籌集資金的淨現金流量(210)(213)(437)(466)
現金及現金等價物的淨變動361 339 (785)5 
期初現金及現金等價物8,142 9,158 9,288 9,492 
期末現金及現金等價物$8,503 $9,497 $8,503 $9,497 
支付現金用於：
利息支出，已扣除資本化金額$14 $19 $124 $134 
所得稅$— $1 $7 $9 
非現金交易補充披露:
在營業租賃條件下取得或修改的使用權資產$23 $9 $42 $78 
在融資租賃條件下取得或修改的飛機和地勤設備$17 $— $16 $— 
請參閱附註。
6
目錄
西南航空股份有限公司
基本報表註記
（未經審計）

1. 報告基礎
2. 新會計宣示
3. 金融衍生工具
4. 綜合收益
5. 營業收入
6. 每股凈利潤
7. 公允價值衡量
8. 財務補充資訊
9. 承諾與或有事項
10. 融資活動
11. 股東權益計劃

7
西南航空公司。
基本報表註記
（未經審計）


1.    報告基礎

soutwest airlines co（以下簡稱「公司」或「西南」）營運西南航空，該公司是一家主要的乘客航空公司，在美國和鄰近國際市場提供定期空運服務。未經審計的簡明綜合財務報表包括該公司及其全資子公司之帳戶。

本公司及其子公司未經審核的附註簡明合併財務報表已按照《美國通用會計原則》和Form 10-Q指南及S-X法規第10條準備，該等財務報表並不包括美國通用會計原則（"GAAP"）所要求的所有資訊和附註，以編製完整的財務報表。截至2024年9月30日和2023年年中期的未經審核的簡明合併財務報表包括根據管理層意見認為，必要進行的所有調整，以公平呈現該期間的結果。這包括所有正常和反覆發生的調整和消除重要的關聯公司交易。公司及航空公司的財務結果可能呈季節性。在許多年份中，公司的收入以及營業利潤和凈利潤，在其第二和第三財季的表現優於第一和第四財季。航空旅行也受到一般經濟條件、消費者可支配收入的變化、消費者行為的變化、失業水平、公司旅遊預算、全球大流行病、極端或嚴重天氣和自然災害、恐怖主義或戰爭的恐懼、政府行動等因素影響顯著，這些因素在公司的控制範圍之外。這些因素及其他因素，如某些時期的喷气燃料價格、公司燃料套期保值計劃的性質以及公司用於套期保值喷气燃料的商品的周期性波動，已經創造了，並可能繼續創造公司財務結果的重大波動。進一步了解燃料和公司的燃料套期保值計劃信息，請參見附註3。截至2024年9月30日的三個月和九個月的營運結果，不一定表明未來季度的結果或截至2024年12月31日結束的年度的預期結果。有關更多信息，請參閱公司2023年12月31日結束年度的10-k表格中包含的合併財務報表和附註。

2022年12月底，公司遭遇了大規模營運中斷，因美國大部分地區遭受極端寒冷天氣影響，對其營運計劃和航班時間表造成影響。在艾略特冬季風暴之後，該公司在這一旅遊需求高峰期間被迫調整飛行機組、航班時間表和飛機數天。這次中斷和後續恢復工作導致超過一定凡期間内取消了多於 16,700 自2022年12月21日至2022年12月31日期間取消了航班。這些事件還導致訂單減速，主要集中在2023年1月和2月，以及使2023年第一季度支出增加了約55$

基於公司廣泛的運營中斷，公司已受到政府機構的詢問和調查（包括就2023年12月與交通部達成和解進行調查），可能會因這些詢問和調查而受到罰款和/或懲罰，以及來自客戶和股東的訴訟。
在2024年第二季度，公司確定了某些計劃在2025年提前退役的波音737-700（"-700"）飛機。 這些加速退休日期以及對折舊費用的相應影響被視為估計變更，導致截至2024年9月30日為止的三個月和九個月的折舊和攤銷費用產生了以下影響：

8
西南航空公司。
基本報表註記
（未經審計）


 Three months endedNine months ended
(in millions, except per share amounts)September 30, 2024September 30, 2024
Depreciation and amortization expense$30 $39 
Net income *$(19)$(25)
Net income per basic share$(0.03)$(0.04)
Net income per diluted share$(0.03)$(0.04)
* net of profitsharing benefit and income taxes


2.    NEW ACCOUNTING PRONOUNCEMENTS

On December 14, 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard increases transparency and decision usefulness of income tax disclosures for investors by requiring information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard requires entities to provide enhanced disclosures related to the income tax rate reconciliation and income taxes paid. This standard is effective for all entities that are subject to Topic 740, Income Taxes for annual periods beginning after December 15, 2024, but early adoption is permitted. The Company has evaluated this new standard and does not expect it to have a significant impact on its financial statement disclosures. The Company will adopt this standard as of January 1, 2025.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard improves reportable segment disclosures by adding and enhancing interim disclosure requirements, clarifying circumstances in which entities can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and adding other disclosure requirements. This standard is effective for all entities that are subject to Topic 280, Segment Reporting for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, but early adoption is permitted. This standard is applicable to the Company due to the single reportable segment requirement. The Company plans on including all required disclosures within its Form 10-K for the year ended December 31, 2024.

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 typically represents one of the largest operating expenses for airlines. The Company endeavors to acquire jet fuel at the lowest possible net cost and to reduce volatility in operating expenses through its fuel hedging program.

The Company has used financial derivative instruments for both short-term and long-term timeframes, and historically has used a mixture of purchased call options, collar structures (which include both a purchased call option and a sold put 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. The Company does not purchase or hold any financial derivative instruments for trading or speculative purposes.

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


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 the Company defines as prices significantly higher than historical average levels), 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.

As of September 30, 2024, the Company had fuel derivative instruments in place to provide coverage at varying price levels. The following table provides information about the Company’s volume of fuel hedged on an economic basis:

Maximum fuel hedged as of
September 30, 2024Derivative underlying commodity type as of
Period (by year)(gallons in millions) (a)September 30, 2024
Remainder of 2024316 West Texas Intermediate ("WTI") crude oil, Brent crude oil, and Heating oil
20251,033 Brent crude oil
2026945 Brent crude oil
2027101 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 and if the Company's published flight schedule or capacity plans change.

Upon proper qualification, the Company accounts for its fuel derivative instruments as cash flow hedges. Qualification is re-evaluated quarterly, and all periodic changes in fair value of the derivatives designated as hedges are recorded in Accumulated other comprehensive income ("AOCI") until the underlying jet fuel is consumed. See Note 4.

When the Company has sold derivative positions in order to effectively "close" or offset a derivative already held as part of its fuel hedging portfolio, any subsequent changes in fair value of those positions are marked to market through the unaudited Condensed Consolidated Statement of Comprehensive Income. 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 the unaudited Condensed Consolidated Statement of Comprehensive Income. 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 the unaudited Condensed Consolidated Statement of Comprehensive Income. During third quarter 2024, the routine statistical analysis performed by the Company to determine which commodities qualify for special hedge accounting treatment on a prospective basis indicated that WTI crude oil-based derivatives no longer qualify for hedge accounting. This change is primarily due to the fact that the correlation between WTI crude oil prices and jet fuel prices during recent periods has not been as strong as in the past, and therefore the Company can no longer demonstrate that derivatives based on WTI crude oil prices will result in effective hedges on a prospective basis. As such, all WTI-based instruments have been de-designated from their hedging relationships and the change in fair value of all of the Company's derivatives based in WTI have been recorded to Other (gains) losses for third quarter 2024, and will also be marked to market in the same manner in fourth quarter 2024. The Company currently has no WTI crude oil based derivatives that settle beyond December 31, 2024. The change in fair value of the Company's WTI derivative contracts during third quarter 2024 was a decrease of $23 million, which resulted in a corresponding loss in the Condensed Consolidated Statement of Comprehensive Income. Any amounts previously recorded to AOCI will remain there until such time as the original forecasted transaction occurs in accordance with hedge accounting requirements.
10
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)



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 derivativesLiability derivatives
 Balance SheetFair value atFair value atFair value atFair value at
(in millions)location9/30/202412/31/20239/30/202412/31/2023
Derivatives designated as hedges (a)     
Fuel derivative contracts (gross)Prepaid expenses and other current assets$17 $86 $— $— 
Fuel derivative contracts (gross)Other assets110 137 — — 
Total derivatives designated as hedges$127 $223 $— $— 
Derivatives not designated as hedges (a)     
Fuel derivative contracts (gross)Prepaid expenses and other current assets$7 $— $2 $— 
Total derivatives $134 $223 $2 $— 
(a) 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:

 Balance SheetSeptember 30,December 31,
(in millions)location20242023
Cash collateral deposits held from counterparties for fuel contracts - currentOffset against Prepaid expenses and other current assets$4 $15 
Cash collateral deposits held from counterparties for fuel contracts - noncurrentOffset against Other assets18 35 
Receivable from third parties for fuel contractsAccounts and other receivables1 12 
 
All of the Company's derivative instruments 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 its derivative instruments 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. If the Company's 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.

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


The Company had 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)
September 30, 2024December 31, 2023
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Fuel derivative contractsPrepaid expenses and other current assets$24 $(6)$18 $86 $(15)$71 
Fuel derivative contractsOther assets$110 $(18)$92 (a)$137 $(35)$102 (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 8.


Offsetting of derivative liabilities
(in millions)
(i)(ii)(iii) = (i) + (ii)(i)(ii)(iii) = (i) + (ii)
September 30, 2024December 31, 2023
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Fuel derivative contractsPrepaid expenses and other current assets$6 $(6)$— $15 $(15)$— 
Fuel derivative contractsOther assets$18 $(18)$— 
(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 8.

12
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 and nine months ended September 30, 2024 and 2023:

Location and amount recognized in income on cash flow hedging relationships
Three months ended September 30, 2024Three months ended September 30, 2023
(in millions)Fuel and oilOther operating expensesFuel and oilOther operating expenses
Total$15 $2 $(52)$2 
(Gain) loss on cash flow hedging relationships
Commodity contracts:
Amount of (gain) loss reclassified from AOCI into income15 — (52)— 
Other:
Amount of loss reclassified from AOCI into income— 2 — 2 

Location and amount recognized in income on cash flow hedging relationships
Nine months ended September 30, 2024Nine months ended September 30, 2023
(in millions)Fuel and oilOther operating expensesFuel and oilOther operating expenses
Total$54 $6 $(93)$5 
(Gain) loss on cash flow hedging relationships
Commodity contracts:
Amount of (gain) loss reclassified from AOCI into income54 — (93)— 
Other:
Amount of loss reclassified from AOCI into income— 6 — 5 

Derivatives designated and qualified in cash flow hedging relationships
 (Gain) loss recognized in AOCI on derivatives, net of tax
 Three months ended
 September 30,
(in millions)20242023
Fuel derivative contracts$61 $(175)
Other— (7)
Total$61 $(182)

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


Derivatives designated and qualified in cash flow hedging relationships
 (Gain) loss recognized in AOCI on derivatives, net of tax
 Nine months ended
 September 30,
(in millions)20242023
Fuel derivative contracts$83 $78 
Other— (7)
Total$83 $71 

Derivatives not designated as hedges
 (Gain) loss recognized in income on derivatives 
  
 Three months endedLocation of (gain) loss recognized in income on derivatives
 September 30,
(in millions)20242023
Fuel derivative contracts$29 $(33)Other (gains) losses, net






Derivatives not designated as hedges
 (Gain) loss recognized in income on derivatives 
  
 Nine months endedLocation of (gain) loss recognized in income on derivatives
 September 30,
(in millions)20242023
Fuel derivative contracts$31 $(26)Other (gains) losses, net


The Company also recorded expense associated with premiums paid for fuel derivative contracts that settled/expired during the three and nine months ended September 30, 2024 and 2023. Gains and/or losses associated with fuel derivatives that qualify for hedge accounting are ultimately recorded to Fuel and oil expense. Gains and/or losses associated with fuel derivatives that do not qualify for hedge accounting are recorded to Other (gains) losses, net. The following tables present the impact of premiums paid for fuel derivative contracts and their location within the unaudited Condensed Consolidated Statement of Comprehensive Income during the period the contract settles:

 Premium expense recognized in income on derivatives  
  
 Three months endedLocation of premium expense recognized in income on derivatives
 September 30,
(in millions)20242023
Fuel derivative contracts designated as hedges$34 $30 Fuel and oil
Fuel derivative contracts not designated as hedges5 — Other (gains) losses, net

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


 Premium expense recognized in income on derivatives 
  
 Nine months ended
Location of premium expense recognized in income on derivatives
 September 30,
(in millions)20242023
Fuel derivative contracts designated as hedges$114 $91 Fuel and oil
Fuel derivative contracts not designated as hedges5 — Other (gains) losses, net

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 unrealized losses from fuel hedges as of September 30, 2024, recorded in AOCI, were approximately $85 million in unrealized losses, net of taxes, which are expected to be realized in the unaudited Condensed Consolidated Statement of Comprehensive Income during the twelve months subsequent to September 30, 2024.

Interest Rate Swaps
The Company is at times party to certain interest rate swap agreements that are accounted for as cash flow hedges, but had none in place as of September 30, 2024, or as of December 31, 2023. The Company also did not have any interest rate swap agreements designated as fair value hedges, as defined, during the periods presented. During the nine months ended September 30, 2023, all of the Company's interest rate swap agreements qualified for the "shortcut" or "critical terms match" methods of accounting for hedges, which dictate that the hedges were assumed to be perfectly effective at origination, and, thus, there was no ineffectiveness to be recorded in the unaudited Condensed Consolidated Statement of Comprehensive Income. All interest rate swap agreements were terminated prior to December 31, 2023.

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 as of 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. As of September 30, 2024, 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's credit rating. The Company also had agreements with counterparties in which cash deposits and letters of credit were 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.

The following table provides the fair values of fuel derivatives, amounts posted as collateral, and applicable collateral posting threshold amounts as of September 30, 2024, at which such postings are triggered:

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


 Counterparty (CP) 
(in millions)ABCDEFG
H
I
Total
Fair value of fuel derivatives$27 $15 $22 $11 $20 $8 $15 $10 $4 $132 
Cash collateral held from CP22 — — — — — — — — 22 
Option to substitute LC for cashN/AN/A
 (a)
 (a)

 (a)
N/A
 (a)
N/A(a) 
If credit rating is investment
grade, fair value of fuel
derivative level at which:		     
Cash is provided to CP
>(100)
>(50)
>(75)
>(125)

>(40)
>(65)
>(100)
>(100)
(b) (d)  
Cash is received from CP
>0(b)
>150(b)
>250(b)
>125(b)
>100(b)
>70(b)
>100(b)
>100(b)
(b) (d)  
If credit rating is non-investment
grade, fair value of fuel derivative level at which:		     
Cash is received from CP
 (c)
 (c)
 (c)
 (c)
 (c)
 (c)
 (c)
(c)
(c) 
(a) The Company has the option to substitute letters of credit for 100 percent of cash collateral requirement.
(b) Thresholds may vary based on changes in credit ratings within investment grade.
(c) Cash collateral is provided at 100 percent of fair value of fuel derivative contracts.
(d) Cash collateral is not required based on the current credit rating.

16
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 and actuarial gains/losses arising from the Company’s postretirement benefit obligation. The differences between Net income and Comprehensive income for the three and nine months ended September 30, 2024 and 2023 were as follows:
 Three months ended September 30,
(in millions)20242023
NET INCOME$67 $193 
Unrealized gain (loss) on fuel derivative instruments, net of
  deferred taxes of ($14) and $41
(50)135 
Other, net of deferred taxes of $— and $2
2 8 
Total other comprehensive income (loss)$(48)$143 
COMPREHENSIVE INCOME$19 $336 

 Nine months ended September 30,
(in millions)20242023
NET INCOME$204 $717 
Unrealized loss on fuel derivative instruments, net of
  deferred taxes of ($12) and ($45)
(42)(150)
Other, net of deferred taxes of $1 and $6
5 7 
Total other comprehensive loss$(37)$(143)
COMPREHENSIVE INCOME$167 $574 

A rollforward of the amounts included in AOCI, net of taxes, is shown below for the three and nine months ended September 30, 2024:
(in millions)Fuel derivativesDefined benefit plan itemsOtherDeferred tax impactAccumulated other comprehensive income (loss)
Balance at June 30, 2024$(125)$149 $(11)$(2)$11 
Changes in fair value(79)— — 18 (61)
Reclassification to earnings15 — 2 (4)13 
Balance at September 30, 2024$(189)$149 $(9)$12 $(37)

(in millions)Fuel derivativesDefined benefit plan itemsOtherDeferred tax impactAccumulated other comprehensive income (loss)
Balance at December 31, 2023$(135)$149 $(15)$1 $— 
Changes in fair value(108)— — 25 (83)
Reclassification to earnings54 — 6 (14)46 
Balance at September 30, 2024$(189)$149 $(9)$12 $(37)
17
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The following tables illustrate the significant amounts reclassified out of each component of AOCI for the three and nine months ended September 30, 2024:
Three months ended September 30, 2024
(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$15 Fuel and oil expense
4 Less: Tax expense
$11 Net of tax
Other$2 Other operating expenses
— Less: Tax expense
$2 Net of tax
Total reclassifications for the period$13 Net of tax

Nine months ended September 30, 2024
(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$54 Fuel and oil expense
13 Less: Tax expense
$41 Net of tax
Other$6 Other operating expenses
1 Less: Tax expense
$5 Net of tax
Total reclassifications for the period$46 Net of tax

5.    REVENUE

Passenger Revenues

The Company’s contracts with its Customers primarily consist of its tickets sold, which are initially deferred as Air traffic liability. Passenger revenue associated with tickets is recognized when the performance obligation to the Customer is satisfied, which is primarily when travel is provided.

Revenue is categorized by revenue source as the Company believes it best depicts the nature, amount, timing, and uncertainty of revenue and cash flow. The following table provides the components of Passenger revenue recognized for the three and nine months ended September 30, 2024 and 2023:
 Three months ended September 30,Nine months ended September 30,
(in millions)2024202320242023
Passenger non-loyalty$5,092 $4,758 $15,316 $14,023 
Passenger loyalty - air transportation896 916 2,589 2,730 
Passenger ancillary sold separately262 238 768 673 
Total passenger revenues$6,250 $5,912 $18,673 $17,426 

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


As of September 30, 2024, and December 31, 2023, the components of Air traffic liability, including contract liabilities based on tickets sold and unused flight credits available to the Customer, both of which are net of recorded breakage, and loyalty points available for redemption, within the unaudited Condensed Consolidated Balance Sheet were as follows:
 Balance as of
(in millions)September 30, 2024December 31, 2023
Air traffic liability - passenger travel and ancillary passenger services$3,814 $3,363 
Air traffic liability - loyalty program4,886 4,916 
Total Air traffic liability$8,700 $8,279 

The balance in Air traffic liability - passenger travel and ancillary passenger services also includes flight credits not currently associated with a ticket that can be applied by Customers towards the purchase of future travel. These flight credits are typically created as a result of a prior ticket cancellation or exchange, and are recorded net of associated breakage. Rollforwards of the Company's Air traffic liability - loyalty program for the three and nine months ended September 30, 2024 and 2023 were as follows:

Three months ended September 30,Nine months ended September 30,
(in millions)2024202320242023
Air traffic liability - loyalty program - beginning balance$4,962 $5,079 4,916 $5,189 
Amounts deferred associated with points awarded851 859 2,645 2,609 
Revenue recognized from points redeemed - Passenger(896)(916)(2,589)(2,730)
Revenue recognized from points redeemed - Other(31)(26)(86)(72)
Air traffic liability - loyalty program - ending balance$4,886 $4,996 $4,886 $4,996 

Air traffic liability includes consideration received for ticket and loyalty related performance obligations which have not been satisfied as of a given date. Rollforwards of the amounts included in Air traffic liability as of September 30, 2024 and 2023 were as follows:

Nine months ended September 30,
(in millions)20242023
Air traffic liability - beginning balance$8,279 $8,250 
Current period sales (a)19,181 18,249 
Revenue from amounts included in contract liability opening balances(4,593)(5,263)
Revenue from current period sales(14,167)(12,236)
Air traffic liability - ending balance$8,700 $9,000 
(a)Current period sales include passenger travel, ancillary services, flight loyalty, and partner loyalty

Under the Company's policy, flight credits never expire. However, as the Company believes that a portion of Customer flight credits issued will not be redeemed, it estimates and records breakage associated with such amounts. Customer flight credits represent approximately 6 percent and 8 percent of the total Air traffic liability balance as of September 30, 2024, and December 31, 2023, respectively.

The Company recognized revenue related to the marketing, advertising, and other travel-related benefits of the revenue associated with various loyalty partner agreements including, but not limited to, its co-branded credit card agreement with Chase Bank USA, N.A, within Other operating revenues. For the three months ended September 30, 2024 and 2023, the Company recognized $538 million and $526 million of such revenue, respectively. For each of the nine month periods ended September 30, 2024 and 2023, the Company recognized $1.6 billion.
19
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). Basic net income per share is calculated by dividing net income by the weighted average of shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company paid approximately $6 million during June 2024 to repurchase and cancel its outstanding stock warrants, previously issued in connection with the Payroll Support Program.

Three months ended September 30,Nine months ended September 30,
 2024202320242023
NUMERATOR:
Net income$67 $193 $204 $717 
Add: Interest expense— (a)5 15 15 
Net income attributable to common stockholders$67 $198 $219 $732 
DENOMINATOR:
Weighted-average shares outstanding, basic599 596 598 595 
Dilutive effects of Convertible Notes — 42 43 42 
Dilutive effect of restricted stock units2 2 2 2 
Adjusted weighted-average shares outstanding, diluted601 640 643 639 
NET INCOME PER SHARE:
Basic$0.11 $0.32 $0.34 $1.20 
Diluted$0.11 $0.31 $0.34 $1.15 
Antidilutive amounts excluded from calculations:    
Convertible debt44 — — — 
Restricted stock units— 1 1 1 
(a) For the three months ended September 30, 2024, Interest expense is not added back to the numerator due to the Convertible Notes being anti-dilutive.


7.    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 September 30, 2024, 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), fuel derivative contracts, and available-for-sale securities. The majority of the Company’s cash equivalents and short-term
20
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


investments consist of instruments classified as Level 1. However, the Company has certificates of deposit, commercial paper, and 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. Equity securities primarily consist of investments with readily determinable market values associated with the Company’s excess benefit plan.

The Company’s derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Fuel derivative instruments currently consist solely of option contracts, whereas interest rate derivatives have historically consisted solely of swap agreements. See Note 3 for further information on the Company’s derivative instruments and hedging activities. 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 a similar 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 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 plan obligations and plan assets, which net to zero, within the Salaries, wages, and benefits line and Other (gains) losses, net line, respectively, of the unaudited Condensed Consolidated Statement of Comprehensive Income.

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


The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024, and December 31, 2023:
  Fair value measurements at reporting date using:
Quoted prices in active markets for identical assetsSignificant other observable inputsSignificant unobservable inputs
DescriptionSeptember 30, 2024(Level 1)(Level 2)(Level 3)
Assets(in millions)
Cash equivalents:    
Cash equivalents (a)$8,111 $8,111 $— $— 
Commercial paper90 — 90 — 
Certificates of deposit2 — 2 — 
Time deposits300 — 300 — 
Short-term investments: 
Treasury bills690 690 — — 
Certificates of deposit189 — 189 — 
Fuel derivatives: 
Option contracts (b)134 — — 134 
Equity Securities354 354 — — 
Total assets$9,870 $9,155 $581 $134 
Liabilities    
Fuel derivatives:
Option contracts (b)$(2)$— $— $(2)
(a) Cash equivalents are primarily composed of money market investments and treasury bills.
(b) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as a net asset. See Note 3.
  Fair value measurements at reporting date using:
Quoted prices in active markets for identical assetsSignificant other observable inputsSignificant unobservable inputs
DescriptionDecember 31, 2023(Level 1)(Level 2)(Level 3)
Assets(in millions)
Cash equivalents:   
Cash equivalents (a)$9,032 $9,032 $— $— 
Commercial paper135 — 135 — 
Certificates of deposit21 — 21 — 
Time deposits100 — 100 — 
Short-term investments:    
Treasury bills1,983 1,983 — — 
Certificates of deposit203 — 203 — 
Fuel derivatives:    
Option contracts (b)223 — — 223 
Equity Securities280 280 — — 
Total assets$11,977 $11,295 $459 $223 
(a) Cash equivalents are primarily composed of money market investments and treasury bills.
(b) In the unaudited Condensed Consolidated Balance Sheet amounts are presented as an asset. See Note 3.

The Company did not have any material assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2024, or the year ended December 31, 2023. The following tables present the
22
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Company’s activity for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2024:

Fair value measurements using significant unobservable inputs (Level 3)
(in millions)Fuel derivatives
Balance as of June 30, 2024$220 
Total loss for the period
Included in earnings(29)(a)
Included in other comprehensive income(79)
Purchases31 (b)
Settlements(11)
Balance as of September 30, 2024$132 
The amount of total losses for the period
  included in earnings attributable to the
  change in unrealized gains or losses relating
  to assets still held as of September 30, 2024
$17 (a)
The amount of total losses for the period
  included in other comprehensive income attributable to the
  change in unrealized gains or losses relating
  to assets still held as of September 30, 2024
$79 
(a) Included in Other (gains) losses, net, within the unaudited Condensed Consolidated Statement of Comprehensive Income.
(b) The purchase of fuel derivatives is recorded on a gross basis based on the structure of the derivative instrument and whether a contract with multiple derivatives was purchased as a single instrument or separate instruments.

Fair value measurements using significant unobservable inputs (Level 3)
(in millions)Fuel derivatives
Balance as of December 31, 2023$223 
Total loss for the period
Included in earnings(31)(a)
Included in other comprehensive income(108)
Purchases97 (b)
Settlements(49)
Balance as of September 30, 2024$132 
The amount of total losses for the period
  included in earnings attributable to the
  change in unrealized gains or losses relating
  to assets still held at September 30, 2024
$17 (a)
The amount of total losses for the period
  included in other comprehensive income attributable to the
  change in unrealized gains or losses relating
  to assets still held at September 30, 2024
$114 
(a) Included in Other (gains) losses, net, within the unaudited Condensed Consolidated Statement of Comprehensive Income.
(b) The purchase of fuel derivatives is recorded on a gross basis based on the structure of the derivative instrument and whether a contract with multiple derivatives was 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, an increase (decrease) in implied volatility would have resulted in a higher (lower) fair value measurement, respectively, for the Company’s derivative option contracts.

The following table presents a range and weighted average of the unobservable inputs utilized in the fair value measurements of the Company’s fuel derivatives classified as Level 3 as of September 30, 2024:
23
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Quantitative information about Level 3 fair value measurements
 Valuation techniqueUnobservable inputPeriod (by year)RangeWeighted Average (a)
Fuel derivativesOption modelImplied volatilityFourth quarter 2024
17-44%
33 %
2025
24-30%
25 %
2026
22-27%
24 %
2027
21-24%
23 %
(a) Implied volatility weighted by the notional amount (barrels of underlying commodity) that will settle in respective period.

The carrying amounts and estimated fair values of the Company’s outstanding debt (including current maturities), as well as the applicable fair value hierarchy tier, as of September 30, 2024, are presented in the table below. The fair values of the Company’s publicly held 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. All privately held debt agreements are categorized as Level 3. 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 valueEstimated fair valueFair value level hierarchy
5.25% Notes due 2025
$1,302 $1,303 Level 2
1.25% Convertible Notes due 2025
1,611 1,626 Level 2
3.00% Notes due 2026
300 291 Level 2
7.375% Debentures due 2027
108 115 Level 2
3.45% Notes due 2027
300 291 Level 2
5.125% Notes due 2027
1,727 1,759 Level 2
2.625% due 2030
500 453 Level 2
1.000% Payroll Support Program Loan due 2030 (a)
976 969 Level 3
1.000% Payroll Support Program Loan due 2031 (a)
566 546 Level 3
1.000% Payroll Support Program Loan due 2031 (a)
526 500 Level 3
(a) The interest rate will change to Secured Overnight Financing Rate plus two percent on the fifth anniversary of the loans. The fifth anniversary for the first tranche occurs in April 2025.


24
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


8. SUPPLEMENTAL FINANCIAL INFORMATION
(in millions)September 30, 2024December 31, 2023
Trade receivables$50 $104 
Credit card receivables168 200 
Business partners and other suppliers632 501 
Taxes receivable10 35 
Fuel hedging and receivables1 12 
Reinsurance receivable203 145 
Other113 157 
Accounts and other receivables$1,177 $1,154 
(in millions)September 30, 2024December 31, 2023
Derivative contracts$92 $102 
Intangible assets, net300 296 
Equity securities354 280 
Prepaid maintenance271 258 
Other56 28 
Other assets$1,073 $964 
(in millions)September 30, 2024December 31, 2023
Accounts payable trade$389 $265 
Salaries, withholdings and payroll taxes437 400 
Ticket taxes and fees278 302 
Aircraft maintenance payable31 140 
Fuel payable55 161 
Dividends payable— 107 
Third party services123 269 
Other payable205 218 
Accounts payable$1,518 $1,862 
(in millions)September 30, 2024December 31, 2023
Voluntary Separation Program$65 $65 
Profitsharing and savings plans72 141 
Vacation pay619 516 
Health171 163 
Workers compensation162 133 
Property and income taxes73 63 
Interest72 34 
Bonus and incentive pay (a)180 2,022 
Reinsurance payable265 190 
Aircraft maintenance
122 26 
Other295 253 
Accrued liabilities$2,096 $3,606 
25
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


(in millions)September 30, 2024December 31, 2023
Voluntary Separation Program$7 $61 
Postretirement obligation280 269 
Other deferred compensation412 358 
Other234 293 
Other noncurrent liabilities$933 $981 
(a) Balance as of December 31, 2023 primarily consists of contract labor ratification bonuses and/or accruals. Also includes non-contract incentive pay. Approximately $1.9 billion was paid in the nine months ended September 30, 2024 to Pilots, Flight Attendants, and Ramp, Operations, Provisioning, and Cargo Agents as bonuses upon the ratification of the labor contract agreements with the Southwest Airlines Pilots Association ("SWAPA"), Transport Workers of America Union Local 556 ("TWU 556"), and the Transport Workers Union Local 555 ("TWU 555"), respectively.

For further information on derivative instruments, see Note 3.

Other Operating Expenses
Other operating expenses consist of aircraft rentals, distribution costs, advertising expenses, personnel expenses, professional fees, certain technology-related costs, and other operating costs, none of which individually exceeded 10 percent of Total operating expenses.

9.    COMMITMENTS AND CONTINGENCIES

Commitments

The Company's contractual order book with The Boeing Company ("Boeing") for 737-7 ("-7") and 737-8 ("-8") aircraft, which extends to 2031, was designed to support the Company's growth and fleet modernization plans, while also providing significant flexibility and optionality to manage its fleet gauge and size, including opportunities to accelerate fleet modernization efforts if growth opportunities do not materialize. The Company received nine -8 aircraft deliveries from Boeing in third quarter 2024 and retired 14 -700 aircraft and one 737-800 ("-800") aircraft.

Boeing continues to experience delays in fulfilling its commitments with regards to delivery of MAX aircraft to the Company, as a result of manufacturing challenges, delays in achieving FAA certification of one of its new aircraft types, the -7, for which Southwest expects to be the launch customer, and a work stoppage that began in September 2024. During 2024, as a result of Boeing's delivery delays, the Company conservatively re-planned its capacity and delivery expectations for the remainder of this year and for 2025. The Company will continue to closely monitor the ongoing aircraft delivery delays with Boeing and adjust expectations as needed.

In July 2024, the Company exercised two -7 options for delivery in 2025 and converted two 2025 -7 firm orders into 2025 -8 firm orders. In September 2024, the Company exercised four -7 options for delivery in 2025. As of September 30, 2024, the Company had the following firm orders and options for future periods:
26
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


The Boeing Company
-7 Firm Orders-8 Firm Orders-7 or -8 OptionsTotal
202427 58 — 85 (c)
202544 21 8 73 
202659 — 27 86 
202719 46 25 90 
202815 50 25 90 
202938 34 18 90 
203045 — 45 90 
203145 — 45 90 
292(a)209(b)193694
(a) The delivery timing for the -7 is dependent on the Federal Aviation Administration ("FAA") issuing required certifications and approvals to Boeing and the Company. The FAA will ultimately determine the timing of the -7 certification and entry into service, and the Company therefore offers no assurances that current estimations and timelines are correct.
(b) The Company has flexibility to designate firm orders or options as -7s or -8s, upon written advance notification as stated in the contract.
(c) Includes 19 -8 deliveries received year-to-date through September 30, 2024, and one additional -8 delivery received in October 2024. Given the Company's continued discussions with Boeing and expected aircraft delivery delays, the Company continues to plan for 20 -8 aircraft deliveries in 2024.

Based on the Company's current agreement with Boeing, capital commitments associated with firm orders as of September 30, 2024, were: $1.6 billion remaining in 2024, $1.8 billion in 2025, $1.8 billion in 2026, $2.6 billion in 2027, $2.9 billion in 2028, $2.5 billion in 2029, and $2.7 billion thereafter.
Subsequent to September 30, 2024 and through October 24, 2024, the Company exercised five -7 options for delivery in 2025, one -7 option for delivery in 2026, and converted nine 2025 -7 firm orders into 2025 -8 firm orders, resulting in the Company's 2025 and 2026 capital commitments increasing to $2.0 billion and $1.9 billion, respectively.

Contingencies

The Company is from time to time subject to various legal proceedings and claims arising in the ordinary course of business and records a liability for such claims when it is probable that a loss will be incurred and the amount is reasonably estimable.

The Company is a defendant in class action litigation asserting it has not provided paid short-term military leave to certain employees, in violation of the federal Uniformed Services Employment and Reemployment Rights Act (“USERRA”). The United States District Court for the Northern District of California previously issued an order to effectively stay the action, pending an appeal from an order by the United States District Court for the Eastern District of Washington granting summary judgment in favor of an airline in a separate case involving substantially the same claims at issue in this action. On February 1, 2023, the Ninth Circuit reversed the district court’s grant of summary judgment and remanded the separate airline case to the District Court. The Ninth Circuit’s decision may adversely affect the Company’s defenses in the USERRA proceeding and may give rise to additional litigation in this or other areas. On March 22, 2024, the parties in the Company's case submitted a proposed case schedule through trial. The Court subsequently set a trial date of July 21, 2025. The Company is filing a motion for decertification with a hearing set for January 30, 2025. The Company is currently not able to estimate a range of possible loss with regards to the litigation to which it is a defendant.

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


10. FINANCING ACTIVITIES

On May 1, 2020, the Company completed the public offering of $2.3 billion aggregate principal amount of Convertible Senior Notes (the "Convertible Notes"). The Convertible Notes bear interest at a rate of 1.25% and will mature on May 1, 2025. Interest on the notes is payable semi-annually in arrears.

Holders may convert their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding February 1, 2025, in the event certain conditions are met, as stated in the offering documents. The Convertible Notes did not meet the criteria to be converted as of September 30, 2024, but are classified within Current maturities of long-term debt in the accompanying unaudited Condensed Consolidated Balance Sheet due to their maturity on May 1, 2025. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election. The Company intends to settle conversions by paying cash up to the principal amount of the Convertible Notes, with any excess conversion value settled in cash or shares of common stock. The initial conversion rate was 25.9909 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $38.48 per share of common stock). However, based on the Company's most recent cash dividends declared in July 2024, the bond conversion rate changed, and was 27.1951 as of September 30, 2024. The Company repurchased $689 million in principal of its Convertible Notes during the years ended December 31, 2021 and 2022, and the net carrying amount and principal amount of the Convertible Notes was $1.6 billion as of September 30, 2024, and December 31, 2023. There were no Convertible Note conversions exercised or settled or partial extinguishments of debt during the nine months ended September 30, 2024 and 2023.

The Company recognized interest expense associated with the Convertible Notes as follows:
Three months ended September 30,Nine months ended September 30,
(in millions)2024202320242023
Non-cash amortization of debt issuance costs$3 $3 $8 $8 
Contractual coupon interest5 5 15 15 
Total interest expense$8 $8 $23 $23 

The unamortized debt issuance costs are being recognized as non-cash interest expense based on the 5-year term of the notes, through May 1, 2025, less amounts that were or will be required to be accelerated immediately upon conversion or repurchases. The Company had no changes to contingencies with regards to the Convertible Notes during the nine months ended September 30, 2024. The effective interest rate associated with the Convertible Notes was approximately 1.9 percent for the three and nine months ended September 30, 2024.

In second quarter 2024, the Company repurchased and terminated the Company's outstanding stock warrants that were previously issued in connection with the Payroll Support Program. The total value of the repurchase was approximately $6 million.

The Company has access to $1.0 billion under its amended and restated revolving credit facility (the "Amended Credit Agreement"), which expires in August 2028. For the nine months ended September 30, 2024 and 2023, there were no amounts outstanding under the Amended Credit Agreement.

28
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)


On December 5, 2022, the Company signed an aircraft sale agreement with AerCap Ireland Limited (“AerCap”) to purchase 39 -700 aircraft, all of which were already in the Company's fleet under finance lease terms. As each aircraft was purchased, the Company relieved its related lease liability but continued to recognize the cost of the aircraft within Property and equipment in the unaudited Condensed Consolidated Balance Sheet. As of March 31, 2023, the Company had completed the purchase of all 39 aircraft, including the 31 aircraft purchased in 2022. The Company paid the lessor $88 million as part of this transaction for the remaining eight aircraft in first quarter 2023, of which $50 million was recorded as the elimination of the Company’s remaining finance lease obligation for the aircraft, and which was also reflected within Payments of long-term debt and finance lease obligations in the accompanying unaudited Condensed Consolidated Statement of Cash Flows. The remaining $38 million was the net purchase price of the aircraft and is included as part of the Company’s Capital expenditures for the nine months ended September 30, 2023. As of September 30, 2024, the Company has 19 finance leased aircraft remaining. There was no gain or loss recorded as a result of these transactions.
29
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)



11. SHAREHOLDER RIGHTS PLAN

On July 2, 2024, the Company's Board of Directors (the “Board”) adopted a shareholder rights plan and declared a dividend of one right (a “Right”) in respect of each of the Company’s issued and outstanding shares of common stock, par value $1.00 per share (“Common Stock”), payable to the shareholders of record at the close of business on July 15, 2024. Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one ten-thousandth (a “Unit”) of a share of Common Stock, at a price equal to the quotient of $170.00 divided by ten thousand for each Unit of a share of Common Stock, subject to certain adjustments (as adjusted from time to time, the “Exercise Price”). The terms of the Rights were set forth in the Rights Agreement, dated as of July 2, 2024 (as it may have been amended from time to time, the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, as rights agent (or any successor rights agent, the “Rights Agent”).

The adoption of the Rights Agreement was intended to deter the acquisition of actual, de facto, or negative control of the Company by any person or group without appropriately compensating its Shareholders for that control. In general terms, the Rights Agreement imposed significant dilution upon any person or group (other than the Company or certain related persons) that was or became the beneficial owner of 12.5 percent (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board. A person or group that became the beneficial owner of the Triggering Percentage or more was called an “Acquiring Person.” Any Rights held by an Acquiring Person would have become null and void and not exercisable. Shareholders that beneficially owned the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan was adopted, were not considered Acquiring Persons; however, such Shareholders generally could not have acquired, or obtained the right to acquire, beneficial ownership of one or more additional shares of the Company’s outstanding Common Stock. The term “beneficial ownership” was defined in the Rights Agreement and included, among other things, certain securities that may have been exercised or converted into shares of Common Stock and certain derivative arrangements.

The Rights were set to expire prior to the earliest of (i) the close of business on July 1, 2025; (ii) the time at which the Rights were redeemed pursuant to the Rights Agreement; (iii) the time at which the Rights were exchanged pursuant to the Rights Agreement; and (iv) upon the occurrence of certain transactions.

This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 3, 2024.

On October 23, 2024 (the “Cooperation Agreement Effective Date”), the Company entered into a Cooperation Agreement (“Cooperation Agreement”) by and among Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, Elliott International, L.P., a Cayman Islands limited partnership, and The Liverpool Limited Partnership, a Bermuda limited partnership. Pursuant to the Cooperation Agreement, the Company agreed to terminate the Rights Agreement no later than two business days after the Cooperation Agreement Effective Date.

On October 25, 2024, the Company and the Rights Agent entered into the Amendment to the Rights Agreement (the “Amendment to the Rights Agreement”), which amended the Rights Agreement. The Amendment to the Rights Agreement terminated the Rights Agreement by advancing the expiration time of the Rights to 5:00 P.M., New York City time, on October 25, 2024. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s Common Stock pursuant to the Rights Agreement, expired.





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

Relevant comparative operating statistics for the three and nine months ended September 30, 2024 and 2023 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 September 30,
 20242023Change
Revenue passengers carried (000s)35,516 35,349 0.5 %
Enplaned passengers (000s)44,711 44,598 0.3 %
Revenue passenger miles (RPMs) (in millions)(a)
36,735 35,624 3.1 %
Available seat miles (ASMs) (in millions)(b)
45,219 44,169 2.4 %
Load factor(c)
81.2 %80.7 %0.5 pts.
Average length of passenger haul (miles)1,034 1,008 2.6 %
Average aircraft stage length (miles)770 735 4.8 %
Trips flown364,609 374,926 (2.8)%
Seats flown (000s)(d)
58,119 59,494 (2.3)%
Seats per trip(e)
159.4 158.7 0.4 %
Average passenger fare$175.97 $167.24 5.2 %
Passenger revenue yield per RPM (cents)(f)
17.01 16.60 2.5 %
Operating revenues per ASM (cents)(g)
15.19 14.77 2.8 %
Passenger revenue per ASM (cents)(h)
13.82 13.38 3.3 %
Operating expenses per ASM (cents)(i)
15.11 14.51 4.1 %
Operating expenses per ASM, excluding fuel (cents)11.97 10.97 9.1 %
Operating expenses per ASM, excluding fuel and profitsharing (cents)11.94 10.88 9.7 %
Fuel costs per gallon, including fuel tax$2.52 $2.80 (10.0)%
Fuel costs per gallon, including fuel tax (economic)$2.55 $2.78 (8.3)%
Fuel consumed, in gallons (millions)562 557 0.9 %
Active fulltime equivalent Employees73,463 74,181 (1.0)%
Aircraft at end of period(j)
811 817 (0.7)%

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 Nine months ended September 30,
 20242023Change
Revenue passengers carried (000s)105,897 101,296 4.5 %
Enplaned passengers (000s)132,875 127,050 4.6 %
Revenue passenger miles (RPMs) (in millions)(a)
108,044 100,676 7.3 %
Available seat miles (ASMs) (in millions)(b)
133,717 124,810 7.1 %
Load factor(c)
80.8 %80.7 %0.1 pts.
Average length of passenger haul (miles)1,020 994 2.6 %
Average aircraft stage length (miles)763 726 5.1 %
Trips flown1,090,337 1,074,136 1.5 %
Seats flown (000s)(d)
173,588 170,116 2.0 %
Seats per trip(e)
159.2 158.4 0.5 %
Average passenger fare$176.34 $172.03 2.5 %
Passenger revenue yield per RPM (cents)(f)
17.28 17.31 (0.2)%
Operating revenues per ASM (cents)(g)
15.37 15.44 (0.5)%
Passenger revenue per ASM (cents)(h)
13.96 13.96 — %
Operating expenses per ASM (cents)(i)
15.34 14.93 2.7 %
Operating expenses per ASM, excluding fuel (cents)11.94 11.32 5.5 %
Operating expenses per ASM, excluding fuel and profitsharing (cents)11.90 11.19 6.3 %
Fuel costs per gallon, including fuel tax$2.73 $2.85 (4.2)%
Fuel costs per gallon, including fuel tax (economic)$2.74 $2.85 (3.9)%
Fuel consumed, in gallons (millions)1,663 1,578 5.4 %
Active fulltime equivalent Employees73,463 74,181 (1.0)%
Aircraft at end of period(j)
811 817 (0.7)%
(a)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.
(b)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.
(c)Revenue passenger miles divided by available seat miles.
(d)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.
(e)Seats per trip is calculated by dividing seats flown by trips flown.
(f)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.
(g)Calculated as operating revenues divided by available seat miles. Also referred to as "operating unit revenues" or "RASM," this is a measure of operating revenue production based on the total available seat miles flown during a particular period.
(h)Calculated as passenger revenue divided by available seat miles. Also referred to as "passenger unit revenues" or "PRASM," this is a measure of passenger revenue production based on the total available seat miles flown during a particular period.
(i)Calculated as operating expenses divided by available seat miles. Also referred to as "unit costs" or "cost per available seat mile" or "CASM," this is the average cost to fly an aircraft seat (empty or full) one mile, which is a measure of cost efficiencies.
(j)Included three Boeing 737 Next Generation aircraft in storage as of September 30, 2023.
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Financial Overview

The Company reports its results in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company also provides certain non-GAAP financial measures which the Company's management utilizes to evaluate its ongoing financial performance and the Company believes provides additional insight to investors as supplemental information to its GAAP results, 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 September 30,
(in millions, except per share amounts)
GAAP20242023Change
Operating income$38 $117 (67.5)%
Net income$67 $193 (65.3)%
Net income per share, diluted$0.11 $0.31 (64.5)%
  
Non-GAAP
Operating income$32 $224 (85.7)%
Net income$89 $240 (62.9)%
Net income per share, diluted$0.15 $0.38 (60.5)%

The Company recorded third quarter 2024 operating revenues of $6.9 billion, a third quarter Company record, driven by record third quarter passenger revenue, other revenue, and passengers carried.

Despite the third quarter record revenue performance, the Company's operating income and net income for the three months ended September 30, 2024, on a GAAP and non-GAAP basis, decreased compared to the same prior year period primarily due to higher operating expenses, driven by higher Salaries, wages, and benefits expense, which exceeded the year-over-year increase in Operating revenues. On a GAAP basis, the Company's Operating expenses increased 6.6 percent year-over-year, while Operating revenues increased 5.3 percent. Operating expenses on a GAAP basis for the three months ended September 30, 2023 included incremental expense of $96 million related to the contract ratification bonus for the Company's Flight Attendants as part of the tentative agreement reached in October 2023 and ratified in April 2024.
 Nine months ended September 30,
(in millions, except per share amounts)
GAAP20242023Change
Operating income$43 $628 (93.2)%
Net income$204 $717 (71.5)%
Net income per share, diluted$0.34 $1.15 (70.4)%
  
Non-GAAP
Operating income$60 $832 (92.8)%
Net income$241 $836 (71.2)%
Net income per share, diluted$0.40 $1.33 (69.9)%

The Company's operating income and net income for the nine months ended September 30, 2024, on a GAAP and non-GAAP basis, decreased compared to the same prior year period, driven by higher Salaries, wages, and benefits expense and higher Maintenance materials and repairs expense. On a GAAP basis, although Operating revenues increased 6.7 percent, the Company's Operating expenses increased 10.0 percent year over year. Operating expenses for the nine months ended September 30, 2023 included incremental expense of $180 million related to the contract
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ratification bonus for the Company's Flight Attendants as part of the tentative agreement reached in October 2023 and ratified in April 2024.

2024 Outlook

The following tables present current selected financial guidance for fourth quarter 2024:
4Q 2024 Estimation
RASM (a), year-over-yearUp 3.5% to 5.5%
ASMs (b), year-over-yearDown ~4%
Economic fuel costs per gallon (c)(d)$2.25 to $2.35
Fuel hedging premium expense per gallon$0.07
Fuel hedging cash settlement gains per gallon$0.01
ASMs per gallon (fuel efficiency)81 to 82
CASM-X (e), year-over-year (c)(f)Up 11% to 13%
Scheduled debt repayments (millions)~$5
Interest expense (millions)~$62
Aircraft (g)796
(a) Operating revenue per available seat mile ("RASM" or "unit revenues").
(b) Available seat miles ("ASMs" or "capacity"). The Company's flight schedule is published for sale through June 4, 2025. The Company expects first quarter 2025 capacity to decrease in the range of 1 percent to 3 percent, year-over-year.
(c) See Note Regarding Use of Non-GAAP Financial Measures for additional information on special items. In addition, information regarding special items and economic results is included in the accompanying table Reconciliation of Reported Amounts to Non-GAAP Measures (also referred to as "excluding special items").
(d) Based on the Company's existing fuel derivative contracts and market prices as of October 16, 2024, fourth quarter and full year 2024 economic fuel costs per gallon are estimated to be in the range of $2.25 to $2.35 and $2.60 to $2.70, respectively. Economic fuel cost projections do not reflect the potential impact of special items because the Company cannot reliably predict or estimate the hedge accounting impact associated with the volatility of the energy markets, or the impact to its 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. See Note Regarding Use of Non-GAAP Financial Measures.
(e) Operating expenses per available seat mile, excluding fuel and oil expense, special items, and profitsharing ("CASM-X").
(f) Projections do not reflect the potential impact of fuel and oil expense, special items, and profitsharing 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 these projected results is not meaningful or available without unreasonable effort.
(g) Aircraft on property, end of period. The Company continues to plan for 20 Boeing 737-8 ("-8") aircraft deliveries and now expects 41 aircraft retirements in 2024, comprised of 37 Boeing 737-700s ("-700") and four Boeing 737-800s ("-800"). The delivery schedule for the Boeing 737-7 ("-7") is dependent on the Federal Aviation Administration ("FAA") issuing required certifications and approvals to The Boeing Company ("Boeing") and the Company. The FAA will ultimately determine the timing of the -7 certification and entry into service, and Boeing may continue to experience manufacturing challenges, so the Company offers no assurances that current estimations and timelines will be met.

The Company expects fourth quarter 2024 unit revenues to increase in the range of 3.5 percent to 5.5 percent on a year-over-year basis with capacity down approximately 4 percent, also on a year-over-year basis. This guidance range contemplates a headwind of just under one-half point from Hurricane Milton and the resulting Customer cancellations. Thus far in the quarter, travel demand remains healthy and bookings-to-date for the holiday season are strong, demonstrating the continued resilience of the leisure travel market. The guidance range represents another sequential year-over-year unit revenue improvement driven by the Company's focus on tactical actions including network optimization and capacity moderation, marketing and distribution evolution, and continued efforts to advance revenue management techniques.

The Company anticipates fourth quarter 2024 CASM-X to increase in the range of 11 percent to 13 percent, year-over-year, as cost pressures continue, particularly from new labor contracts. Fourth quarter CASM-X is further
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pressured by a 4 percent reduction in year-over-year capacity, as well as just over one-half point of unit cost headwind from flight cancellations associated with Hurricane Milton.

Company Overview

As part of the Company's ongoing modernization efforts, during third quarter 2024, the Company announced several new initiatives designed to elevate the Customer experience on its flights, improve financial performance, and drive Shareholder value. As part of its ongoing focus on product evolution, the Company is moving forward with plans to assign seats, offer premium seating options, redesign the boarding model, and introduce redeye (i.e., overnight) flying. The Company has been known for its open seating model for more than 50 years, which was unique in the airline industry and has been popular with Southwest Customers for decades. Open seating served the Company well as a primarily short-haul carrier. The open seating design, combined with historically lower load factors, contributed to the efficiency of turning aircraft quickly. The Company’s low-cost model enabled low fares and, combined with great Customer Service, allowed the Company to grow across the country and eventually become the nation’s largest domestic carrier.

However, as the domestic travel market has matured and structural changes have reduced the demand for short-haul travel, especially post-pandemic, the Company has increased its proportion of longer-haul flights. The importance of having an assigned seat grows among Customers as the length of flight gets longer. In addition, Customer travel frequency and preferences have evolved—for both frequent flyers, as well as those of more infrequent travelers who are not accustomed to the open seating policy currently utilized by the Company—especially as Southwest has opened several new markets and expanded its route network during the past few years. The Company has continually monitored Customer feedback regarding seating preferences for decades, and Customer travel patterns and preferences have evolved and a seat assignment is generally preferred. Recent research conducted by the Company indicates that a vast majority of both existing Southwest Customers and potential Customers prefer an assigned seat, which supports the Company’s decision to now evolve its boarding and seating processes. In addition to assigning seats, the Company plans to offer a premium, extended legroom portion of the cabin that research shows many Customers also prefer. The Company expects roughly one-third of seats across the fleet to offer extended legroom, in-line with that offered by industry peers on narrowbody aircraft.

The decision to update the seating and boarding model is part of the Company's continued modernization and Customer Experience transformation. Following a Customer study regarding the inflight experience, the Company has continued to enhance its onboard offerings during the past two years with both completed and ongoing improvements being made, such as faster WiFi, in-seat power, and larger overhead bins. Work is well underway on a refreshed cabin design, including new, more comfortable RECARO seats.

The move to assigned and premium seating will be a significant undertaking by the Company. In addition to incorporating new technologies and procedures for a seamless transition, the new cabin layout will require approvals from the FAA. The Company currently expects to make assigned seat and extended legroom bookings available in mid-2025, with related flights occurring in early 2026. The Company also announced it is adding 24-hour operation capabilities with the introduction of redeye flights. Booking of redeye flying on initial routes became available starting July 25, 2024 through Southwest.com, with the first redeye flights landing on February 14, 2025 in five initial nonstop markets: Las Vegas to Baltimore and Orlando; Los Angeles to Baltimore and Nashville; and Phoenix to Baltimore.

These and other initiatives are intended to improve the Company’s financial performance and metrics, including return on invested capital and operating margins, over the next three years. The Company will focus on the following tactical initiatives: Continual network optimization and maturation; Marketing and distribution evolution; and Revenue management maturation. Continual network optimization and maturation includes (i) reduced short-haul flying and redistributing resources to long-haul flying in profitable markets, (ii) reduced flying on weekdays with lower travel demand, (iii) restructured service and network connectivity in stations with lower demand, and (iv) taking a cross-functional, methodical approach to market maturation efforts. Marketing and distribution evolution includes (i) a new advertising campaign to highlight the unique, flexible value Southwest offers and target
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a new generation of travelers, (ii) partnerships with flight search engines, including Google Flights and Kayak, intended to increase visibility and drive traffic for bookings to Southwest.com, and (iii) creating the option for Customers to use a combination of cash and Rapid Rewards® points to pay for travel, providing more ways to take advantage of the Company's loyalty program. Revenue management maturation efforts include (i) refinements to the Company's revenue management system, designed to achieve better, more customized results based on the Company's primarily domestic network, (ii) additional staffing to the Company's Revenue Management team to support focusing on driving results, and (iii) recalibrating probability curves, which are expected to improve yields by capturing more demand at higher fares.

The Company has also summarized recently announced strategic initiatives into three broad categories: Monetize the Company's value proposition; Increase efficiency and lower costs; and Optimize capital allocation.

Monetize the Company's value proposition
In addition to the assigned seating and extended legroom changes discussed above, the Company also plans to offer an in-house vacation package product to Customers beginning in 2025 called “Getaways by Southwest”, versus the outsourced product it has historically offered. This new vacation booking platform is expected to be designed to allow the Company to appeal directly to its significant existing Customer base with an enhanced offering that includes both lodging and excursions, which is expected to drive growth with leisure travelers and grow higher-margin revenues with a relatively low capital and headcount investment. The Company also announced it will pursue partnerships with other airlines in order to further expand the reach of the Company’s network and connect Customers with more global destinations to generate additional demand. The Company expects to launch its first such partnership in first quarter 2025 with transatlantic connectivity with Icelandair and plans to add at least one more partner during 2025.

Increase efficiency and lower costs
In addition to the aforementioned introduction of redeye flights, which is designed to maximize or increase asset utilization, another one of the Company's efficiency initiatives includes investments that will decrease the amount of time it takes to turn an aircraft (unload Passengers from an arriving flight and load Passengers on the same aircraft for its subsequent flight). Examples of such investments include moving to a fully digital (i.e., paperless) process, improved communication tools for Employees, and better visual and real-time information to assist both Customers and Employees. These efforts are rolling out and are expected to be fully implemented in November 2025. These initiatives are expected to result in a lowering of unit costs, as the Company is expected to be able to generate either the same number of ASMs with fewer aircraft, or produce more ASMs utilizing the same number of aircraft in its fleet, respectively. The Company also continues to invest in various technologies and digital products designed to improve the Customer travel experience. In addition, the Company is targeting other cost initiatives that are expected to result in savings, including minimizing hiring in order to right-size current operations and match the Company’s lower expected growth rates in the near term, capitalizing on identified supply chain opportunities, and improving its corporate efficiency through automation and better allocation of resources. These and other initiatives are currently expected to deliver more than $500 million in annual cost savings by 2027.
Optimize capital allocation
In addition, the Company intends to focus on prudent capital deployment by minimizing fleet capital expenditures, continuing to invest in infrastructure, manage debt levels, and provide returns to Shareholders through dividends and planned share repurchases. The Company continues to have favorable pricing in its order book with Boeing for new 737 MAX aircraft that allows additional flexibility in being able to replace certain aircraft in its existing fleet, given current market conditions, with more fuel efficient and less-maintenance intensive models over the near term. The Company plans to pursue opportunities to take advantage of current market conditions through the sale and/or sale-leaseback of certain aircraft, with the intention of replacing most, if not all, of such aircraft with new MAX aircraft from Boeing by the end of 2031, assuming that Boeing is able to meet aircraft delivery expectations. As a result of these efforts, the Company’s expected net fleet capital expenditures during the near term are expected to moderate significantly from recent levels, with the added benefit of further accelerating the modernization of its fleet. The Company also intends to preserve the strength of its balance sheet with manageable debt maturities, with the goal of lowering the Company's leverage closer to pre-pandemic levels. Finally, the Company intends to return
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value back to its Shareholders through dividends and share repurchases, and will continually review its return of capital program based in large part upon the Company's free cash flow and leverage with an eye to maintaining investment-grade ratings.

Through these initiatives, the Company expects to return to historical levels of financial performance in which its return on invested capital exceeds its weighted-average cost of capital. The targets the Company has set through 2027 include the following:
•Annual capacity growth of approximately one to two percent, year-over-year, beginning in 2025
•Annual Operating margins of at least 10 percent, in 2027
•Free cash flow exceeding $1 billion per year in 2027
•Return on invested capital, after-tax, of at least 15 percent in 2027
•Financial leverage in the low to mid 30’s percent range in 2027
•Continue to maintain an investment-grade credit rating

The Company's Board of Directors (“the Board”) received a letter dated June 10, 2024, from Elliott Investment Management L.P. ("Elliott") stating that Elliott had made an investment of approximately $1.9 billion in the Company, representing an approximately 11 percent economic interest in the Company, and advocating for changes to the Company's management, the Board, and the Company's corporate strategy. Because of this activist activity, the Company has incurred increased professional advisory fees and other costs related to Shareholder activism matters.

Additionally, in order to provide the Board with time to make informed decisions that are in the best interests of the Company and its Shareholders, on July 2, 2024, the Board adopted a shareholder rights plan (the "Rights Agreement") and declared a dividend of one right in respect of each of the Company’s issued and outstanding shares of common stock, which would have caused substantial dilution to any person or group acquiring 12.5 percent or more of the Company’s outstanding common stock without the prior approval of the Board. The Rights Agreement was designed to deter the acquisition of actual, de facto, or negative control of the Company by any person or group without appropriately compensating its Shareholders for that control.

On September 9, 2024, Gary C. Kelly, Executive Chairman of the Board notified the Company and the Board that he would not stand for re-election at the Company's 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") and would retire from the Board and his office as Executive Chairman of the Board, effective immediately following the 2025 Annual Meeting. Also on September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Retiring Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024). On September 26, 2024, the Company announced the addition of Robert L. Fornaro to the Board.

In connection with the Retiring Directors' resignations and the appointment of Robert L. Fornaro to the Board, and in accordance with the Company's Fourth Amended and Restated Bylaws, the Board decreased the size of the Board to ten members, effective upon the effectiveness of the Retiring Directors' resignations. The Board further resolved to decrease the size of the Board to nine members, effective immediately following the 2025 Annual Meeting. However, the Board also expressed its desire to identify and appoint up to three new independent Directors. None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On October 14, 2024, the Company confirmed that Elliott requested a Special Meeting of Shareholders to consider Elliott's proposals, including to remove without cause eight members of Southwest's Board and elect eight Director candidates chosen by Elliott.

On October 23, 2024 (the "Effective Date"), the Company entered into a Cooperation Agreement (the "Cooperation Agreement") with Elliott, Elliott Associates, L.P., Elliott International, L.P., and The Liverpool Limited Partnership. Pursuant to the Cooperation Agreement, the Company has agreed to, among other things, (i) appoint David Cush,
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Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (collectively, the “Cooperation Agreement Directors”) to the Board, effective 11:59 p.m. Central Time on November 1, 2024 (the "Appointment Date"), each with an initial term expiring at the 2025 Annual Meeting; (ii) announce that two incumbent Directors as of the Effective Date will not stand for re-election to the Board at the 2025 Annual Meeting; and (iii) include the Cooperation Agreement Directors, together with the other persons recommended by the Board, in the Company’s slate of nominees for election as a Director at the 2025 Annual Meeting.

The Cooperation Agreement includes certain voting commitments, customary standstill restrictions and mutual non-disparagement provisions that remain in place until the earlier of (x) the date that is 30 days prior to the notice deadline under the Company's Fourth Amended and Restated Bylaws for the nomination of non-proxy access Director candidates for election to the Board at the Company's 2026 Annual Meeting of Shareholders and (y) February 14, 2026 (such period, the "Cooperation Period").

On October 23, 2024, (i) Gary C. Kelly, Executive Chairman of the Board, notified the Company and the Board that he will retire from the Board and his office of Executive Chairman of the Board, effective 11:59 p.m. Central Time on November 1, 2024 and (ii) David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024. None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Also on October 23, 2024, the Board appointed Pierre Breber as a member of the Board, effective 11:59 p.m. Central Time on November 1, 2024, with an initial term expiring at the 2025 Annual Meeting.

In connection with the appointments of Mr. Breber and the Cooperation Agreement Directors, the Board decreased the current size of the Board from 16 members to 15 members, effective 11:59 p.m. Central Time on November 1, 2024, and in connection with the Cooperation Agreement, the Board agreed to limit the size of the Board to (i) no more than 15 members from the Appointment Date until the 2025 Annual Meeting and (ii) no more than 13 members from the conclusion of the 2025 Annual Meeting until the expiration of the Cooperation Period.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on October 24, 2024.

On October 25, 2024, pursuant to the Cooperation Agreement, the Company and Equiniti Trust Company, LLC entered into the Amendment to the Rights Agreement (the "Amendment to the Rights Agreement"), which amended the Rights Agreement. The Amendment to the Rights Agreement terminated the Rights Agreement by advancing the expiration time of the Company's common stock purchase rights (collectively, the "Rights") to 5:00 p.m., New York City time, on October 25, 2024. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s Common Stock, pursuant to the Rights Agreement, expired.

On September 16, 2024, the Company announced its more than 50 Flight Simulator Technicians, represented by the International Brotherhood of Teamsters, had voted to ratify a four-year contract extension with the Company. The newly ratified agreement becomes amendable in September 2028. With this result, all the Company's labor contracts are now closed until the next labor contract becomes amendable in October 2026. Since October 2022, each of the 12 union-represented workgroups, which collectively represent approximately 83 percent of the Company's Employees, have ratified new contracts.

The Company continues to receive updates from Boeing regarding further aircraft delivery delays, which presents significant planning challenges for both 2024 and 2025. During 2024, as a result of Boeing's ongoing delivery delays, the Company conservatively re-planned its capacity and delivery expectations for the remainder of this year and for 2025. In September 2024, Boeing and the International Association of Machinists and Aerospace Workers at Boeing did not reach an agreement before their contract expired on September 12, 2024, and a worker strike is now underway.
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The Company ended third quarter 2024 with 811 Boeing 737 aircraft, including 242 -8 aircraft. During third quarter 2024, the Company retired 14 -700 aircraft and one -800 aircraft and took delivery of nine -8 aircraft. In July 2024, the Company exercised two -7 options for delivery in 2025 and converted two 2025 -7 firm orders into 2025 -8 firm orders. In September 2024, the Company exercised four -7 options for delivery in 2025. In October 2024, the Company exercised five -7 options for delivery in 2025, one -7 option for delivery in 2026, and converted nine 2025 -7 firm orders into 2025 -8 firm orders. The Company continues to plan for 20 -8 aircraft deliveries in 2024, which differs from its contractual order book due to Boeing's continued manufacturing challenges and the current status of the -7 certification. The Company has also chosen to retire six additional aircraft in 2024, bringing total aircraft retirements for the year to 41, comprised of 37 -700s and 4 -800s in 2024, ending the year with roughly 796 aircraft in its fleet. The Company's aircraft delivery and retirement expectations for 2025 and beyond are fluid and subject to Boeing's production capability.

The Company has published its flight schedule through June 4, 2025. The Company continues to focus on its goals of operational excellence and reliability, regaining efficiencies, increasing productivity, and returning financial margins back to historical levels.

As part of its commitment to corporate sustainability, the Company published its 2023 One Report and Diversity, Equity, and Inclusion (“DEI”) Report on May 8, 2024. These reports describe the Company's sustainability strategies, which include the Company’s fuel conservation and emissions mitigation initiatives and other efforts to minimize greenhouse gas emissions and address other environmental matters such as energy and water conservation, waste minimization, and recycling, and dive deeper into the Company's DEI goals and initiatives and highlight the Company's DEI plans for the future. Information contained in the Southwest One Report and/or the DEI Report is not incorporated by reference into, and does not constitute a part of, this Form 10-Q. While the Company believes that the disclosures contained in the Southwest One Report, the DEI Report, and other voluntary disclosures regarding environmental, social, and governance (“ESG”) matters are responsive to various areas of investor interest, the Company believes that certain of these disclosures address matters that are currently not material in the near term to the Company’s operations, strategy, financial condition, or financial results, although this view may change in the future based on new information that could materially alter the estimates, assumptions, or timelines used to create these disclosures. Given the estimates, assumptions, and timelines used to create the Southwest One Report, the DEI Report, and other voluntary disclosures, the materiality of these disclosures is inherently difficult to assess.

Material Changes in Results of Operations

Comparison of three months ended September 30, 2024 and September 30, 2023

Operating Revenues

Total operating revenues for third quarter 2024 increased by $345 million, or 5.3 percent, year-over-year, to achieve an all-time third quarter Company record of $6.9 billion. Passenger revenues for third quarter 2024 increased by $338 million, or 5.7 percent, year-over-year. Other revenues for third quarter 2024 increased by $8 million, or 1.4 percent, year-over-year. These revenue increases were primarily due to a 2.4 percent increase in capacity and aided by all-time third quarter Company records for other revenue and passengers carried. The Company's Rapid Rewards® loyalty program had a record third quarter level of Member engagement, as measured by a third quarter record spend on the Company's co-branded Chase® Visa credit card. As a result of the record revenue performance, third quarter 2024 RASM was 15.19 cents, finishing 2.8 percent higher than third quarter 2023, primarily driven by an increase in yield of 2.5 percent coupled with an increase in Load factor of 0.5 points. The unit revenue sequential improvement was also driven by the improving industry backdrop, tactical commercial actions including network and revenue management initiatives, as well as an approximate one point tailwind from the reaccommodation of Customers affected by other airlines' cancellations following their CrowdStrike technology outage incident in July.

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Operating Expenses

Operating expenses for third quarter 2024 increased by $424 million, or 6.6 percent, compared with third quarter 2023, and capacity increased 2.4 percent over the same prior year period. The vast majority of the dollar increase was due to higher Salaries, wages, and benefits expense, partially offset by a year-over-year decrease in Fuel and oil expense. 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 third quarter of 2024 and 2023, followed by explanations of these changes on a dollar basis.
 Three months ended September 30,Per ASM
change		Percent
change
(in cents, except for percentages)20242023
Salaries, wages, and benefits6.78 ¢6.17 ¢0.61 ¢9.9 %
Fuel and oil3.14 3.54 (0.40)(11.3)
Maintenance materials and repairs0.74 0.74 — — 
Landing fees and airport rentals1.09 1.04 0.05 4.8 
Depreciation and amortization0.97 0.85 0.12 14.1 
Other operating expenses2.39 2.17 0.22 10.1 
Total15.11 ¢14.51 ¢0.60 ¢4.1 %

Operating expenses per ASM for third quarter 2024 increased by 4.1 percent, compared with third quarter 2023, primarily due to increases in Salaries, wages and benefits expense, which included incremental expense in the three months ended September 30, 2023 related to the contract ratification bonus for the Company's Flight Attendants as part of the tentative agreement reached in October 2023 and ratified in April 2024, partially offset by a decrease in Fuel and oil expense. Operating expenses per ASM for third quarter 2024, excluding Fuel and oil expense, profitsharing, and special items (a non-GAAP financial measure), increased 11.6 percent, compared with third quarter 2023, primarily due to market-driven rate inflation in Salaries, wages, and benefits expense in 2024. 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.

Salaries, wages, and benefits expense for third quarter 2024 increased by $342 million, or 12.5 percent, compared with third quarter 2023. On a per ASM basis, third quarter 2024 Salaries, wages, and benefits expense increased 9.9 percent, compared with third quarter 2023. On a dollar basis, approximately 40 percent of the increase was due to step/pay rate increases and related benefits for certain workgroups (including the recently ratified labor contracts with the Company's Pilots, Flight Attendants, and Ramp, Operations, Provisioning, and Cargo Agents), approximately 15 percent of the increase was driven by an increase in capacity and/or number of trips flown, and the majority of the remainder was due to various other benefits associated with the higher contractual wages, such as earned vacation pay, and additional supplemental pay and benefits, primarily for Pilots. On a per ASM basis, the increase is due to higher wage rates.

Fuel and oil expense for third quarter 2024 decreased by $147 million, or 9.4 percent, compared with third quarter 2023. On a per ASM basis, third quarter 2024 Fuel and oil expense decreased 11.3 percent. On a dollar and per ASM basis, the decrease was primarily attributable to a decrease in fuel prices. The following table provides more information on the Company's economic fuel cost per gallon, including the impact of fuel hedging premium expense and fuel derivative contract settlements:

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Three months ended September 30,
20242023
Economic fuel costs per gallon$2.55 $2.78 
Fuel hedging premium expense (in millions)$39 $30 
Fuel hedging cash settlement gain (in millions)$11 $94 
Fuel hedging premium expense per gallon$0.07 $0.05 
Fuel hedging cash settlement gain per gallon$0.02 $0.16 

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 third quarter 2024 available seat miles per gallon ("fuel efficiency") increased 1.5 percent, year-over-year, due to operating more -8 aircraft, the Company's most fuel-efficient aircraft, as a percentage of its fleet. The continued deliveries of MAX aircraft are expected to remain critical to the Company's efforts to modernize its fleet, reduce carbon emissions intensity, and achieve its near-term environmental sustainability goals.

The Company's multi-year fuel hedging program continues to provide protection against spikes in energy prices. The Company's current fuel derivative contracts contain a combination of instruments based on West Texas Intermediate and Brent crude oil, and refined products, such as heating oil. The economic fuel price per gallon sensitivities provided in the table below assume the relationship between Brent crude oil and refined products based on market prices as of October 16, 2024.

Estimated economic fuel price per gallon,
including taxes and fuel hedging premiums (b)
Average Brent Crude Oil
price per barrel		4Q 20242024
$60$1.85 - $1.95$2.50 - $2.60
$70$2.05 - $2.15$2.55 - $2.65
Current Market (a)$2.25 - $2.35$2.60 - $2.70
$90$2.70 - $2.80$2.70 - $2.80
$100$2.90 - $3.00$2.75 - $2.85
$110$3.10 - $3.20$2.80 - $2.90
Fair market value of
fuel derivative contracts settling in period		$8 million$57 million
Estimated premium costs$39 million$158 million
(a) Brent crude oil average market prices as of October 16, 2024, were $74 and $80 per barrel for fourth quarter and full year 2024, respectively.
(b) Based on the Company's existing fuel derivative contracts and market prices as of October 16, 2024, fourth quarter and full year 2024 economic fuel costs per gallon are estimated to be in the range of $2.25 to $2.35 and $2.60 to $2.70, respectively. Economic fuel cost projections do not reflect the potential impact of special items because the Company cannot reliably predict or estimate the hedge accounting impact associated with the volatility of the energy markets, or the impact to its 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. See Note Regarding Use of Non-GAAP Financial Measures.

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In addition, the Company is providing its maximum percentage of estimated fuel consumption covered by fuel derivative contracts in the following table:
PeriodMaximum fuel hedged percentage (a)(b)
202458%
202547%
202643%
2027Less than 10%
(a) Based on the Company's current available seat mile plans. The Company is currently 59 percent hedged for fourth quarter 2024.
(b) The Company's maximum fuel hedged percentage is calculated using the maximum number of gallons that are covered by derivative contracts divided by the Company's estimate of total fuel gallons to be consumed for each respective period. The Company's maximum number of gallons that are covered by derivative contracts may be at different strike prices and at strike prices materially higher than the current market prices. The volume of gallons covered by derivative contracts that are ultimately exercised in any given period may vary significantly from the volumes used to calculate the Company's maximum fuel hedged percentages, as market prices and the Company's fuel consumption fluctuate.

As a result of applying hedge accounting in prior periods, the Company has amounts in Accumulated other comprehensive income ("AOCI") that will be recognized in the unaudited Condensed Consolidated Statement of Comprehensive Income in future periods when the underlying fuel derivative contracts settle. The following table displays the Company's estimated fair value of remaining fuel derivative contracts (not considering the impact of the cash collateral provided to or received from counterparties—see Note 3 to the unaudited Condensed Consolidated Financial Statements for further information), as well as the deferred amounts in AOCI as of September 30, 2024, and the expected future periods in which these items are expected to settle and/or be recognized in the unaudited Condensed Consolidated Statement of Comprehensive Income (in millions):

Year
Fair value of fuel derivative contracts at September 30, 2024
Amount of gains (losses) deferred in AOCI at September 30, 2024 (net of tax)
Remainder of 2024$5 $(13)
202527 (92)
202685 (38)
202715 — 
Total$132 $(143)

Maintenance materials and repairs expense for third quarter 2024 increased by $9 million, or 2.8 percent, compared with third quarter 2023. On a per ASM basis, Maintenance materials and repairs expense remained flat compared with third quarter 2023. On a dollar basis, approximately 60 percent of the increase was due to increased bulk purchases of materials for the Company's seat refurbishment efforts on its entire fleet. The remainder of the increase was primarily due to increases in engine shop visits and other engine expenses for the Company's -700 and -800 fleet.

Landing fees and airport rentals expense for third quarter 2024 increased by $36 million, or 7.9 percent, compared with third quarter 2023. On a per ASM basis, Landing fees and airport rentals expense increased 4.8 percent, compared with third quarter 2023. On a dollar and per ASM basis, the increase was primarily attributable to an increase in airport rental expense and higher landing fees throughout the network driven by the higher rates charged by airports, partially offset by more favorable settlements and credits from various airports received in third quarter 2024.

Depreciation and amortization expense for third quarter 2024 increased by $63 million, or 16.8 percent, compared with third quarter 2023. On a per ASM basis, Depreciation and amortization expense increased 14.1 percent, compared with third quarter 2023. On a dollar and per ASM basis, approximately 50 percent of the increase was due to accelerating the depreciation for certain -700 aircraft planned for early retirement in 2024 and 2025, and
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approximately 25 percent of the increase was due to the acquisition of 36 -8 aircraft since third quarter 2023, partially offset by 40 -700 owned and finance leased aircraft retirements.

Other operating expenses for third quarter 2024 increased by $121 million, or 12.6 percent, compared with third quarter 2023. Included within this line item was aircraft rentals expense in the amounts of $52 million and $49 million for the three-month periods ended September 30, 2024 and 2023, respectively. On a per ASM basis, Other operating expenses increased 10.1 percent, compared with third quarter 2023. On a dollar and per ASM basis, (i) approximately 20 percent of the increase was due to higher professional fees driven by an increase in consulting services related to various Company initiatives, (ii) approximately 20 percent of the increase was due to higher software license and maintenance agreement expense driven by expanded cloud-based services, (iii) approximately 15 percent of the increase was due to higher ad valorem tax rates, and (iv) approximately 10 percent of the increase was due to higher per diem rates paid to Flight crews, primarily driven by the new Pilot and Flight Attendant ratified agreements. The majority of the remainder of the increase was due to various other flight-driven and revenue related expenses.

Other expenses (income)

Capitalized interest for third quarter 2024 increased by $5 million, or 125.0 percent, compared with third quarter 2023, primarily due to an increase in various technology projects, facilities projects, and aircraft under construction.

Interest income for third quarter 2024 decreased by $35 million, or 22.4 percent, compared with third quarter 2023, primarily due to lower cash and investment balances in the total investment portfolio and lower interest rates.

The following table displays the components of Other (gains) losses, net, for the three months ended September 30, 2024 and 2023:
Three months ended September 30,
(in millions)20242023
Mark-to-market impact from fuel contracts settling in current and future periods$29 $(33)
Premium benefit of fuel contracts not designated as hedges5 — 
Mark-to-market impact on deferred compensation plan investments(17)9 
Other(1)1 
 $16 $(23)

Income Taxes

The Company's effective tax rate was 24.0 percent in third quarter 2024, compared with 18.5 percent in third quarter 2023. The year-over-year increase in the tax rate was primarily due to a third quarter 2024 deferred tax liability adjustment combined with the impact of lower pre-tax book income on discrete tax items. The Company currently estimates its annual 2024 effective tax rate to be approximately 24 percent.

Comparison of nine months ended September 30, 2024 and September 30, 2023

In late December 2022, the Company experienced a wide-scale operational disruption as extreme winter weather across a significant portion of the United States impacted its operational plan and flight schedules. Subsequent to Winter Storm Elliott, the Company was challenged to realign flight crews, flight schedules, and aircraft for a period of several days during this peak demand travel period. This disruption and subsequent recovery efforts resulted in the cancellation of more than 16,700 flights during the period from December 21 through December 31, 2022. For first quarter 2023, these events also created a deceleration in bookings, largely isolated to January and February 2023, as well as additional expenses primarily in the form of reimbursing Customers for costs incurred as a result of the flight cancellations. The financial impact of this disruption on first quarter 2023 results was approximately $380 million on a pre-tax basis. Other than a fourth quarter 2023 charge associated with a Department of Transportation settlement of $107 million, there were no material impacts to operating revenues or expenses as a
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result of this disruption beyond first quarter 2023. See Note 1 to the unaudited Condensed Consolidated Financial Statements for further information.

Operating Revenues

Passenger revenues for the nine months ended September 30, 2024, increased by $1.2 billion, or 7.2 percent, compared with the first nine months of 2023. On a unit basis, Passenger revenues remained flat, year-over-year. The dollar increase was primarily due to a 7.1 percent increase in capacity due to increased flight activity and strong operational performance and completion factor for the nine months ended September 30, 2024 versus 2023. In addition, the Company has continued to gain experience with a new revenue management system that was implemented in 2023, which it believes will deliver better long-term performance compared with its prior system. However, during the first half of 2024, the Company believes it sold an excess number of seats for the peak summer travel period too early in the booking curve, leading to a dilution in unit revenues.

Other revenues for the nine months ended September 30, 2024, increased by $38 million, or 2.2 percent, year-over-year. On a dollar basis, the increase was primarily due to additional marketing revenue from Chase Bank USA, N.A., driven by improved retail spend on the Company's co-brand credit card.

Operating Expenses

Operating expenses for the nine months ended September 30, 2024, increased by $1.9 billion, or 10.0 percent, compared with the first nine months of 2023, and capacity increased 7.1 percent over the same prior year period. Approximately 55 percent of the increase in expense was due to higher Salaries, wages, and benefits expense, approximately 10 percent was due to higher Maintenance materials and repairs expense, approximately 10 percent was due to higher Landing fees and airport rentals expense, and approximately 10 percent was due to higher Depreciation and amortization expense. 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 nine months of 2024 and 2023, followed by explanations of these changes on a dollar basis.
 Nine months ended September 30,Per ASMPercent
(in cents, except for percentages)20242023changechange
Salaries, wages, and benefits6.74 ¢6.40 ¢0.34 ¢5.3 %
Fuel and oil3.40 3.61 (0.21)(5.8)
Maintenance materials and repairs0.78 0.67 0.11 16.4 
Landing fees and airport rentals1.10 1.06 0.04 3.8 
Depreciation and amortization0.93 0.89 0.04 4.5 
Other operating expenses2.39 2.30 0.09 3.9 
Total15.34 ¢14.93 ¢0.41 ¢2.7 %

Operating expenses per ASM for the first nine months of 2024 increased by 2.7 percent, compared with the first nine months of 2023, primarily due to increases in Salaries, wages, and benefits expense, which included incremental expense of $180 million in the nine months ended September 30, 2023 related to the contract ratification bonus for the Company's Flight Attendants as part of the tentative agreement reached in October 2023 and ratified in April 2024. The majority of the remainder of the year-over-year unit cost increase was primarily due to Maintenance materials and repairs expense, partially offset by a decrease in the Company's fuel cost per gallon. Operating expenses per ASM for the first nine months of 2024, excluding Fuel and oil expense, profitsharing, and special items (a non-GAAP financial measure), increased 7.5 percent, year-over-year. 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.

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Salaries, wages, and benefits expense for the first nine months of 2024 increased by $1.0 billion, or 12.8 percent, compared with the first nine months of 2023. On a per ASM basis, Salaries, wages, and benefits expense for the first nine months of 2024 increased 5.3 percent, compared with the first nine months of 2023. On a dollar basis, approximately 65 percent of the increase was due to step/pay rate increases for certain workgroups (including the recently ratified labor contracts with the Company's Pilots, Flight Attendants, and Ramp, Operations, Provisioning, and Cargo Agents) and approximately 25 percent of the increase was driven by an increase in capacity and/or number of trips flown. The majority of the remainder was due to various other benefits associated with the higher contractual wages, such as earned vacation pay, and additional supplemental pay and benefits, primarily for Pilots. On a per ASM basis, the increase was due to step/pay rate increases. 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 measures.

Fuel and oil expense for the first nine months of 2024 increased by $34 million, or 0.8 percent, compared with the first nine months of 2023. On a per ASM basis, Fuel and oil expense for the first nine months of 2024 decreased 5.8 percent. On a dollar basis, the increase was primarily attributable to an increase in fuel gallons consumed, partially offset by a decrease in the Company's fuel cost per gallon. On a per ASM basis, the decrease was primarily attributable to a decrease in the Company's fuel cost per gallon. The following table provides more information on the Company's economic fuel cost per gallon, including the impact of fuel hedging premium expense and fuel derivative contracts:

Nine months ended September 30,
20242023
Economic fuel costs per gallon$2.74 $2.85 
Fuel hedging premium expense (in millions)$119 $91 
Fuel hedging cash settlement gain (in millions)$49 $196 
Fuel hedging premium expense per gallon$0.07 $0.06 
Fuel hedging cash settlement gains per gallon$0.03 $0.12 

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.

Maintenance materials and repairs expense for the first nine months of 2024 increased by $210 million, or 25.1 percent, compared with the first nine months of 2023. On a per ASM basis, Maintenance materials and repairs expense increased 16.4 percent, compared with the first nine months of 2023. On a dollar and per ASM basis, approximately 60 percent of the increase was primarily due to an increase in engine shop visits and various other engine expenses for the Company's -700 and -800 fleet, approximately 15 percent of the increase was driven by airframe repairs due to a higher average cost per event and the timing of regular maintenance events, and approximately 10 percent was due to increased bulk purchases of materials for the Company's seat refurbishment efforts on its entire fleet.

Landing fees and airport rentals expense for the first nine months of 2024 increased by $144 million, or 10.9 percent, compared with the first nine months of 2023. On a per ASM basis, Landing fees and airport rentals expense increased 3.8 percent, compared with the first nine months of 2023. On a dollar and per ASM basis, approximately 85 percent of the increase was largely due to an increase in airport rental expense throughout the network driven by higher rates charged by airports.

Depreciation and amortization expense for the first nine months of 2024 increased by $143 million, or 12.9 percent, compared with the first nine months of 2023. On a per ASM basis, Depreciation and amortization expense increased 4.5 percent, compared with the first nine months of 2023. On a dollar and per ASM basis, approximately 45 percent of the increase was due to accelerating the depreciation for certain -700 aircraft planned for early retirement in 2024
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and 2025, and approximately 30 percent of the increase was due to the acquisition of 36 -8 aircraft since third quarter 2023, partially offset by 40 -700 owned and finance leased aircraft retirements.

Other operating expenses for the first nine months of 2024 increased by $320 million, or 11.2 percent, compared with the first nine months of 2023. Included within this line item was aircraft rentals expense in the amount of $153 million and $149 million for the nine months ended September 30, 2024 and 2023, respectively. On a per ASM basis, Other operating expenses increased 3.9 percent, compared with the first nine months of 2023. On a dollar and per ASM basis, (i) approximately 30 percent of the year-over-year increase was due to higher advertising expense, (ii) approximately 15 percent of the increase was due to higher per diem rates paid to Flight crews, primarily driven by the new Pilot and Flight Attendant ratified agreements, (iii) approximately 15 percent of the increase was due to higher professional fees primarily driven by an increase in spend on technology enhancements and replacement projects, and (iv) approximately 15 percent of the increase was due to higher maintenance agreement expense driven by expanded cloud-based services.

Other expenses (income)

Capitalized interest for the first nine months of 2024 increased by $9 million, or 60.0 percent, compared with the first nine months of 2023, primarily due to an increase in various technology projects, facilities projects, and aircraft under construction.

Interest income for the first nine months of 2024 decreased by $33 million, or 7.8 percent, compared with the first nine months of 2023, primarily due to lower cash and investment balances in the total investment portfolio and lower interest rates.

The following table displays the components of Other (gains) losses, net, for the nine months ended September 30, 2024 and 2023:
Nine months ended September 30,
(in millions)20242023
Mark-to-market impact from fuel contracts settling in current and future periods$31 $(26)
Premium benefit of fuel contracts not designated as hedges5 — 
Unrealized mark-to-market adjustment on available for sale securities— (4)
Mark-to-market impact on deferred compensation plan investment(40)(17)
Other3 3 
 $(1)$(44)

Income Taxes

The Company's effective tax rate was approximately 24.3 percent for the first nine months of 2024, compared with 22.0 percent for the first nine months of 2023. The year-over-year increase in the tax rate was primarily due to the impact of year-to-date lower pre-tax book income on discrete tax items.
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Reconciliation of Reported Amounts to Non-GAAP Financial Measures (excluding special items) (unaudited)
(in millions, except per share amounts and per ASM amounts)

Three months ended September 30,PercentNine months ended September 30,Percent
 20242023Change20242023Change
Fuel and oil expense, unhedged$1,409 $1,616 $4,500 $4,608  
Add: Premium cost of fuel contracts designated as hedges34 30 114 91 
Deduct: Fuel hedge gains included in Fuel and oil expense, net(26)(82) (66)(185) 
Fuel and oil expense, as reported$1,417 $1,564 (9.4)$4,548 $4,514 0.8
Add (Deduct): Fuel hedge contracts settling in the current period, but for which (gains) losses were reclassified from AOCI (a)14 (11)14 (12)
Add: Premium cost of fuel contracts not designated as hedges5 — 5 — 
Fuel and oil expense, excluding special items (economic)$1,436 $1,553 (7.5)$4,567 $4,502 1.4
Total operating expenses, net, as reported$6,832 $6,408  $20,510 $18,640  
Deduct: Labor contract adjustment (b)— (96)(9)(180)
Add (Deduct): Fuel hedge contracts settling in the current period, but for which (gains) losses were reclassified from AOCI (a)14 (11) 14 (12) 
Add: Premium cost of fuel contracts not designated as hedges5 —  5 —  
Deduct: Litigation settlements— — (7)(12)
Deduct: Professional advisory fees(13)— (20)— 
Total operating expenses, excluding special items$6,838 $6,301 8.5$20,493 $18,436 11.2
Deduct: Fuel and oil expense, excluding special items (economic)(1,436)(1,553)(4,567)(4,502)
Operating expenses, excluding Fuel and oil expense and special items$5,402 $4,748 13.8$15,926 $13,934 14.3
Deduct: Profitsharing expense(18)(38)(49)(158)
Operating expenses, excluding Fuel and oil expense, special items, and profitsharing$5,384 $4,710 14.3$15,877 $13,776 15.3
Operating income, as reported$38 $117  $43 $628  
Add: Labor contract adjustment (b)— 96 9 180 
Add (Deduct): Fuel hedge contracts settling in the current period, but for which (gains) losses were reclassified from AOCI (a)(14)11  (14)12  
Deduct: Premium cost of fuel contracts not designated as hedges(5)—  (5)—  
Add: Litigation settlements— — 7 12 
Add: Professional advisory fees13 — 20 — 
Operating income, excluding special items$32 $224 (85.7)$60 $832 (92.8)
Other (gains) losses, net, as reported$16 $(23)$(1)$(44)
Add (Deduct): Mark-to-market impact from fuel contracts settling in current and future periods (a)(29)33 (31)26 
Deduct: Premium cost of fuel contracts not designated as hedges(5)— (5)— 
Add: Unrealized mark-to-market adjustment on available for sale securities— — — 4 
Other (gains) losses, net, excluding special items$(18)$10 n.m.$(37)$(14)164.3%
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Three months ended September 30,PercentNine months ended September 30,Percent
 20242023Change20242023Change
Income before income taxes, as reported$89 $237 $269 $919 
Add: Labor contract adjustment (b)— 96 9 180 
Add (Deduct): Fuel hedge contracts settling in the current period, but for which (gains) losses were reclassified from AOCI (a)(14)11 (14)12 
Add (Deduct): Mark-to-market impact from fuel contracts settling in current and future periods (a)29 (33)31 (26)
Add: Litigation settlements— — 7 12 
Add: Professional advisory fees13 — 20 — 
Deduct: Unrealized mark-to-market adjustment on available for sale securities— — — (4)
Income before income taxes, excluding special items$117 $311 (62.4)$322 $1,093 (70.5)
Provision for income taxes, as reported$22 $44 $65 $202 
Add: Net income tax impact of fuel and special items (c)6 27 16 55 
Provision for income taxes, net, excluding special items$28 $71 (60.6)$81 $257 (68.5)
Net income, as reported$67 $193 $204 $717 
Add: Labor contract adjustment (b)— 96 9 180 
Add (Deduct): Fuel hedge contracts settling in the current period, but for which (gains) losses were reclassified from AOCI (a)(14)11 (14)12 
Add (Deduct): Mark-to-market impact from fuel contracts settling in current and future periods (a)29 (33)31 (26)
Add: Litigation settlements— — 7 12 
Add: Professional advisory fees13 — 20 — 
Deduct: Unrealized mark-to-market adjustment on available for sale securities— — — (4)
Deduct: Net income tax impact of special items (c)(6)(27)(16)(55)
Net income, excluding special items$89 $240 (62.9)$241 $836 (71.2)
Net income per share, diluted, as reported$0.11 $0.31 $0.34 $1.15 
Add: Impact of special items0.01 0.14 0.06 0.29 
Add (Deduct): Net impact of net income above from fuel contracts divided by dilutive shares0.02 (0.03)0.03 (0.02)
Deduct: Net income tax impact of special items (c)— (0.04)(0.03)(0.09)
Add: GAAP to Non-GAAP diluted weighted average shares difference (d)0.01 — — — 
Net income per share, diluted, excluding special items$0.15 $0.38 (60.5)$0.40 $1.33 (69.9)
Operating expenses per ASM (cents)15.11 ¢14.51 ¢15.34 ¢14.93 ¢
Deduct: Impact of special items(0.03)(0.24)(0.03)(0.16)
Deduct: Fuel and oil expense divided by ASMs(3.14)(3.52)(3.40)(3.61)
Deduct: Profitsharing expense divided by ASMs(0.03)(0.08)(0.04)(0.12)
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Three months ended September 30,PercentNine months ended September 30,Percent
 20242023Change20242023Change
Operating expenses per ASM, excluding Fuel and oil expense, special items, and profitsharing (cents)11.91 ¢10.67 ¢11.611.87 ¢11.04 ¢7.5
(a) See Note 3 to the unaudited Condensed Consolidated Financial Statements for further information.
(b) Represents incremental expense associated with contract ratification bonuses for various workgroups related to additional compensation for services performed by Employees outside of the applicable fiscal period. See the Note Regarding Use of Non-GAAP Financial Measures for further information.
(c) Tax amounts for each individual special item are calculated at the Company's effective rate for the applicable period and totaled in this line item.
(d) Adjustment related to GAAP and Non-GAAP diluted weighted average shares difference due to the Convertible Notes being anti-dilutive for GAAP but dilutive for Non-GAAP for the three months ended September 30, 2024.
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Non-GAAP Return on Invested Capital (ROIC) (in millions) (unaudited)
Twelve months ended
September 30, 2024
Operating loss, as reported$(361)
TWU 555 contract adjustment9 
SWAPA contract adjustment354 
Net impact from fuel contracts(14)
Professional advisory fees20 
DOT settlement107 
Litigation settlements7 
Operating income, non-GAAP$122 
Net adjustment for aircraft leases (a)128 
Adjusted operating income, non-GAAP (A)$250 
Non-GAAP tax rate (B)24.3 %(d)
Net operating profit after-tax, NOPAT (A* (1-B) = C)$189 
Debt, including finance leases (b)$8,005 
Equity (b)10,528 
Net present value of aircraft operating leases (b)910 
Average invested capital $19,443 
Equity adjustment for hedge accounting (c) (39)
Adjusted average invested capital (D)$19,404 
Non-GAAP ROIC, pre-tax (A/D)1.3 %
Non-GAAP ROIC, after-tax (C/D)1.0 %
(a) Net adjustment related to presumption that all aircraft in fleet are owned (i.e., the impact of eliminating aircraft rent expense and replacing with estimated depreciation expense for those same aircraft). The Company makes this adjustment to enhance comparability to other entities that have different capital structures by utilizing alternative financing decisions.
(b) Calculated as an average of the five most recent quarter end balances or remaining obligations. The Net present value of aircraft operating leases represents the assumption that all aircraft in the Company’s fleet are owned, as it reflects the remaining contractual commitments discounted at the Company's estimated incremental borrowing rate as of the time each individual lease was signed.
(c) The Equity adjustment in the denominator adjusts for the cumulative impacts, in Accumulated other comprehensive income and Retained earnings, of gains and/or losses that will settle in future periods, including those associated with the Company's fuel hedges. The current period impact of these gains and/or losses is reflected in the Net impact from fuel contracts in the numerator.
(d) The GAAP twelve month rolling tax rate as of September 30, 2024, was (186.0) percent, and the Non-GAAP twelve month rolling tax rate was 24.3 percent. The GAAP twelve month rolling tax rate as of September 30, 2024 is negative primarily due to the Company's pre-tax book loss for the twelve months ended September 30, 2024. See Note Regarding Use of Non-GAAP Financial Measures for additional information.

Note Regarding Use of Non-GAAP Financial Measures

The Company's unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP. These GAAP financial statements may include (i) unrealized noncash adjustments and reclassifications, which can be significant, as a result of accounting requirements and elections made under accounting pronouncements relating
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to derivative instruments and hedging and (ii) other charges and benefits the Company believes are unusual and/or infrequent in nature and thus may make comparisons to its prior or future performance difficult.

As a result, the Company also provides financial information in this filing that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides supplemental non-GAAP financial information (also referred to as "excluding special items"), including results that it refers to as "economic," which the Company's management utilizes to evaluate its ongoing financial performance and the Company believes provides additional insight to investors as supplemental information to its GAAP results. The non-GAAP measures provided that relate to the Company’s performance on an economic fuel cost basis include Operating expenses, non-GAAP excluding Fuel and oil expense; Operating expenses, non-GAAP excluding Fuel and oil expense and profitsharing; Operating income, non-GAAP; Other (gains) losses, net, non-GAAP; Income before income taxes, non-GAAP; Provision for income taxes, net, non-GAAP; Net income, non-GAAP; Net income per share, diluted, non-GAAP; and Operating expenses per ASM, non-GAAP, excluding Fuel and oil expense and profitsharing (cents). The Company's economic Fuel and oil expense results differ from GAAP results in that they only include the actual cash settlements from fuel hedge contracts - all reflected within Fuel and oil expense in the period of settlement. Thus, Fuel and oil expense on an economic basis has historically been utilized by the Company, as well as some of the other airlines that utilize fuel hedging, as it reflects the Company’s actual net cash outlays for fuel during the applicable period, inclusive of settled fuel derivative contracts. Any net premium costs paid related to option contracts that are designated as hedges are reflected as a component of Fuel and oil expense, for both GAAP and non-GAAP (including economic) purposes in the period of contract settlement. The Company believes these economic results provide further insight into the impact of the Company's fuel hedges on its operating performance and liquidity since they exclude the unrealized, noncash adjustments and reclassifications that are recorded in GAAP results in accordance with accounting guidance relating to derivative instruments, and they reflect all cash settlements related to fuel derivative contracts within Fuel and oil expense. This enables the Company's management, as well as investors and analysts, to consistently assess the Company's operating performance on a year-over-year or quarter-over-quarter basis after considering all efforts in place to manage fuel expense. However, because these measures are not determined in accordance with GAAP, such measures are susceptible to varying calculations, and not all companies calculate the measures in the same manner. As a result, the aforementioned measures, as presented, may not be directly comparable to similarly titled measures presented by other companies.

Further information on (i) the Company's fuel hedging program, (ii) the requirements of accounting for derivative instruments, and (iii) the causes of hedge ineffectiveness and/or mark-to-market gains or losses from derivative instruments is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Note 3 to the unaudited Condensed Consolidated Financial Statements.

The Company’s GAAP results in the applicable periods may include other charges or benefits that are also deemed "special items," that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends. Financial measures identified as non-GAAP (or as excluding special items) have been adjusted to exclude special items. For the periods presented, in addition to the items discussed above, special items include:
1.Incremental expense associated with contract ratification bonuses for various workgroups related to additional compensation for services performed by Employees outside the applicable fiscal period;
2.Charges associated with tentative litigation settlements regarding certain California state meal-and-rest-break regulations for flight attendants and an arbitration award in favor of the Company's Pilots relating to a collective-bargaining matter;
3.Expenses associated with incremental professional advisory fees related to activist investor activities, which were not budgeted by the Company, are not associated with the ongoing operation of the airline, and are difficult to predict in future periods;
4.Unrealized mark-to-market adjustment associated with certain available for sale securities; and
5.A charge associated with a settlement reached with the Department of Transportation as a result of the Company's December 2022 operational disruption.
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Because management believes special items can distort the trends associated with the Company’s ongoing performance as an airline, the Company believes that evaluation of its financial performance can be enhanced by a supplemental presentation of results that exclude the impact of special items in order to enhance consistency and comparativeness with results in prior periods that do not include such items and as a basis for evaluating operating results in future periods. The following measures are often provided, excluding special items, and utilized by the Company’s management, analysts, and investors to enhance comparability of year-over-year results, as well as to industry trends: Operating expenses, non-GAAP excluding Fuel and oil expense; Operating expenses, non-GAAP excluding Fuel and oil expense and profitsharing; Operating income, non-GAAP; Other (gains) losses, net, non-GAAP; Income before income taxes, non-GAAP; Provision for income taxes, net, non-GAAP; Net income, non-GAAP; Net income per share, diluted, non-GAAP; and Operating expenses per ASM, non-GAAP, excluding Fuel and oil expense and profitsharing (cents).

The Company has also provided its calculation of return on invested capital, which is a measure of financial performance used by management to evaluate its investment returns on capital. Return on invested capital is not a substitute for financial results as reported in accordance with GAAP and should not be utilized in place of such GAAP results. Although return on invested capital is not a measure defined by GAAP, it is calculated by the Company, in part, using non-GAAP financial measures. Those non-GAAP financial measures are utilized for the same reasons as those noted above for Net income, non-GAAP and Operating income, non-GAAP. The comparable GAAP measures include charges or benefits that are deemed "special items" that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends, and the Company’s profitability targets and estimates, both internally and externally, are based on non-GAAP results since "special items" cannot be reliably predicted or estimated. The Company believes non-GAAP return on invested capital is a meaningful measure because it quantifies the Company's effectiveness in generating returns relative to the capital it has invested in its business. Although return on invested capital is commonly used as a measure of capital efficiency, definitions of return on invested capital differ; therefore, the Company is providing an explanation of its calculation for non-GAAP return on invested capital in the accompanying reconciliation in order to allow investors to compare and contrast its calculation to the calculations provided by other companies.

Liquidity and Capital Resources

Net cash provided by operating activities was $113 million for the three months ended September 30, 2024, compared with $616 million provided by operating activities in the same prior year period. Net cash used in operating activities was $14 million for the nine months ended September 30, 2024, compared with $2.7 billion provided by operating activities in the same prior year period. Historically, operating cash inflows are primarily derived from selling tickets for future flights and providing air transportation to Customers. The vast majority of tickets are purchased prior to the day on which travel is provided and, in some cases, several months before the anticipated travel date. Operating cash outflows are related to the recurring expenses of airline operations. The operating cash flows for the nine months ended September 30, 2024, were largely impacted by the Company's net income (as adjusted for noncash items, primarily Depreciation and amortization); the approximately $1.9 billion paid to Pilots, Flight Attendants, and Ramp, Operations, Provisioning, and Cargo Agents as bonuses upon the ratification of the labor contract agreements with the Southwest Airlines Pilots Association ("SWAPA"), Transport Workers of America Union Local 556 ("TWU 556"), and the Transport Workers Union Local 555 ("TWU 555"), respectively, and a $98 million decrease related to the purchase of fuel derivative instruments, which is included within Other, net operating cash flows in the accompanying unaudited Condensed Consolidated Statement of Cash Flows. These decreases were partially offset by a $421 million increase in Air traffic liability driven by higher ticket sales. The operating cash flows for the nine months ended September 30, 2023, were largely impacted by the Company's net income (as adjusted for noncash items, primarily Depreciation and amortization), a $750 million increase in Air traffic liability driven by higher ticket sales related to an increase in travel demand, partially offset by a $245 million decrease related to the purchase of fuel derivative instruments, which is included within Other, net operating cash flows in the accompanying unaudited Condensed Consolidated Statement of Cash Flows, and a $215 million decrease due to the payment of Customer reimbursement expenses in first quarter 2023 related to the
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December 2022 operational disruption. Net cash provided by operating activities is primarily used to finance capital expenditures, repay debt, provide Shareholder returns, and provide working capital.

Net cash provided by investing activities totaled $458 million during the three months ended September 30, 2024, compared with $64 million used in investing activities in the same prior year period. Net cash used in investing activities for the nine months ended September 30, 2024 was $334 million, compared with $2.3 billion used in investing activities in the same prior year period. Investing activities in both years included Capital expenditures and changes in the balance of the Company's short-term and noncurrent investments. During the nine months ended September 30, 2024, Capital expenditures were $1.6 billion, compared with $2.8 billion in the same prior year period. Capital expenditures decreased, year-over-year, largely due to fewer aircraft deliveries during the nine months ended September 30, 2024, compared to the same prior year period.

The Company now estimates its 2024 capital spending to be roughly $2.1 billion, which includes approximately $825 million in aircraft capital spending, assuming 20 -8 aircraft deliveries in 2024. The Company and Boeing are in ongoing discussions regarding the negative financial impacts to the Company as a result of aircraft delivery delays. In accordance with applicable accounting guidance, any compensation negotiated and received from Boeing for financial damages associated with such delays would be expected to be realized as a reduction in the cost basis of certain aircraft either in the Company's fleet or associated with future deliveries from Boeing.

Net cash used in financing activities was $210 million during the three months ended September 30, 2024, compared with $213 million used in financing activities for the same prior year period. Net cash used in financing activities was $437 million during the nine months ended September 30, 2024, compared with $466 million used in financing activities for the same prior year period. The Company paid $431 million in cash dividends to Shareholders and repaid $27 million in finance lease obligations during the nine months ended September 30, 2024. The Company may engage in early debt repurchases from time to time at its discretion; however, any early future repurchases are not included in the Company's current maturities of long-term debt. The Company's 2024 total scheduled debt repayments are expected to be $31 million. As the Company's $1.6 billion in Convertible Senior Notes and its $1.3 billion in Senior Unsecured Notes mature in second quarter 2025, they are reflected in Current maturities of long-term debt in the accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2024. See Note 10 to the unaudited Condensed Consolidated Financial Statements for further information on future debt maturities. During the nine months ended September 30, 2023, the Company paid $428 million in cash dividends to Shareholders and repaid $78 million in finance lease obligations.

The Company is a "well-known seasoned issuer" and currently has an effective shelf registration statement registering an indeterminate amount of debt and equity securities for future sales. The Company currently intends to use the proceeds from any future securities sales off this shelf registration statement for general corporate purposes.

The Company has access to $1.0 billion under its amended and restated revolving credit facility (the "Amended Credit Agreement"), which expires in August 2028. For the nine months ended September 30, 2024 and 2023 there were no amounts outstanding under the Amended Credit Agreement. See Note 10 to the unaudited Condensed Consolidated Financial Statements for further information.

As of September 30, 2024, the Company carried a working capital deficit of approximately $1.6 billion, in which its current liabilities exceed its current assets. This is common within the airline industry and is primarily due to the nature of the Air traffic liability account, which is related to advance ticket sales, unused flight credits available to Customers, and loyalty deferred revenue, which are performance obligations for future Customer flights, do not require future settlement in cash, and are mostly nonrefundable. See Note 5 to the unaudited Condensed Consolidated Financial Statements for further information.

The Company believes it has various options available to meet its capital and operating commitments, including unrestricted cash and short-term investments of $9.4 billion as of September 30, 2024, and anticipated future internally generated funds from operations. The Company continues to have a large base of unencumbered assets with a net book value of approximately $17.1 billion, including $14.2 billion in aircraft value and $2.9 billion in
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non-aircraft assets such as spare engines, ground equipment, and real estate. In addition, the Company continues to maintain investment-grade credit ratings by all three major credit agencies (Moody's, S&P Global, and Fitch).

On May 15, 2019, the Company’s Board authorized the repurchase of up to $2.0 billion of the Company’s common stock, of which approximately $899 million remained as of September 2024. On September 25, 2024, the Company’s Board terminated and replaced this previous share repurchase authorization with a new $2.5 billion share repurchase authorization of the Company’s common stock. Subject to certain conditions, repurchases may be made in accordance with applicable securities laws in open market or private, including accelerated, repurchase transactions from time to time, depending on market conditions. No repurchases had been made as of September 30, 2024 under this new authorization; however, on October 24, 2024, the Company announced its intention to launch an initial $250 million accelerated share repurchase program in fourth quarter 2024.

As of October 24, 2024, for the years 2024 through 2031, the Company has firm orders with Boeing for 507 aircraft, and options for an additional 187 aircraft. The contractual order book as of October 24, 2024 does not include the impact of delivery delays and is subject to change based on ongoing discussions with Boeing. See Note 9 to the unaudited Condensed Consolidated Financial Statements for further information.

The following table details information on the aircraft in the Company's fleet as of September 30, 2024:
  Average
Age (Yrs)		Number
 of Aircraft		Number
Owned		Number
Leased
TypeSeats
737-70014319 364 335 29 
737-8001759 205 190 15 
737-81752 242 213 29 
Totals 12 811 738 73 


Critical Accounting Policies and Estimates

Financial Derivative Instruments

Fair values for financial derivative instruments are estimated prior to the time that the financial derivative instruments settle. However, once settlement of the financial derivative instruments occurs and the hedged jet fuel is purchased and consumed, all values and prices are known and are recognized in the financial statements. Although the Company continues to use a prospective assessment to determine that commodities continue to qualify for hedge accounting in specific locations where the Company hedges, there are no assurances that these commodities will continue to qualify in the future. This is due to the fact that future price changes in these refined products may not be consistent with historical price changes. Increased volatility in these commodity markets for an extended period of time, especially if such volatility were to worsen, could cause the Company to lose hedge accounting altogether for the commodities used in its fuel hedging program. During third quarter 2024, the routine statistical analysis performed by the Company to determine which commodities qualify for special hedge accounting treatment on a prospective basis indicated that WTI crude oil based derivatives no longer qualify for hedge accounting. This change is primarily due to the fact that the correlation between WTI crude oil prices and jet fuel prices during recent periods has not been as strong as in the past, and therefore the Company can no longer demonstrate that derivatives based on WTI crude oil prices will result in effective hedges on a prospective basis. As such, all WTI-based instruments have been de-designated from their hedging relationships and the change in fair value of all of the Company's derivatives based in WTI have been recorded to Other (gains) losses for third quarter 2024, and will also be marked to market in the same manner in fourth quarter 2024. The Company currently has no WTI crude oil based derivatives that settle beyond December 31, 2024. The change in fair value of the Company's WTI derivative contracts during third quarter 2024 was a decrease of $23 million which resulted in a corresponding loss in the Condensed Consolidated Statement of Comprehensive Income. Any amounts previously recorded to AOCI will remain there until such time as the original forecasted transaction occurs in accordance with hedge accounting requirements. Further, should the occurrence of anticipated fuel purchases covered by the Company's fuel hedges no
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longer be probable, the Company would discontinue hedge accounting. The loss of hedge accounting would create further volatility in the Company’s GAAP financial results.

For information regarding the Company’s Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q contains “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 ("Exchange Act"). Forward-looking statements are based on, and include statements about, the Company's estimates, expectations, beliefs, intentions, and strategies for the future, and the assumptions underlying these forward-looking statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, statements related to the following:

•the Company’s financial guidance for fourth quarter and full year 2024 and factors that could impact the Company’s financial results;
•the Company’s capacity guidance and expectations;
•the Company’s estimated fuel costs, hedging gains, and fuel efficiency and the assumptions underlying the Company’s fuel-related expectations and estimates, including expectations related to the Company’s fuel derivative contracts;
•the Company’s plans and expectations for the repayment of debt and its interest expense;
•the Company’s fleet plans, including with respect to fleet modernization, seats and trips, fleet utilization, flexibility, fleet strategy and extracting value from the fleet and the fleet order book, and expected fleet deliveries and retirements, and underlying expectations and dependencies;
•the Company’s focus areas, goals, opportunities, and initiatives, including with respect to network optimization and maturation, marketing and distribution evolution, and efforts to advance revenue management techniques;
•the Company’s initiatives associated with Customer Experience on flights, improved financial performance, and driving Shareholder value;
•the Company’s plans and expectations with respect to assigned and premium seating, cabin design and seating, redesigned boarding model, aircraft turn times, and redeye flying;
•the Company’s expectations regarding revenue management, passenger demand, revenue trends, and bookings;
•the Company’s plans and expectations with respect to airline partnerships and its in-house vacation product;
•the Company’s financial targets and goals, including with respect to balance sheet goals and cost mitigation;
•the Company’s plans and expectations with respect to capital allocation, capital deployment, infrastructure investments, leverage, and Shareholder returns;
•the Company’s labor plans and expectations;
•the Company’s short-term and long-term financial and operational goals, including with respect to hiring plans and expectations, regaining efficiencies and increasing productivity;
•the Company’s cash flow expectations and capital spending guidance, in particular with respect to aircraft capital expenditures and underlying aircraft delivery expectations;
•the Company’s expectations with respect to its ability to meet its ongoing capital and operating commitments, including underlying assumptions and factors that could impact this ability;
•the Company's assessment of market risks; and
•the Company's plans and expectations related to legal and regulatory proceedings.
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While management believes these forward-looking statements are reasonable as and when made, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed in or indicated by the Company's forward-looking statements or from historical experience or the Company's present expectations. Factors that could cause these differences include, among others:

•the impact of fears or actual outbreaks of diseases, extreme or severe weather and natural disasters, actions of competitors (including, without limitation, pricing, scheduling, capacity, and network decisions, and consolidation and alliance activities), consumer perception, economic conditions, banking conditions, socio-demographic trends, and other factors beyond the Company's control on consumer behavior and the Company's results of operations and business decisions, plans, strategies, and results;
•the Company's dependence on Boeing, Boeing’s suppliers, and the FAA with respect to the Company's fleet plans and deliveries, capacity and operational plans, assigned and premium seating plans, and other operational plans, strategies, and goals;
•the cost and effects of the actions of activist shareholders;
•the impact of labor and hiring matters on the Company’s business decisions, plans, strategies, and results;
•the impact of fuel price changes, fuel price volatility, volatility of commodities used by the Company for hedging jet fuel, and any changes to the Company’s fuel hedging strategies and positions on the Company's business plans and results of operations;
•the Company's ability to timely and effectively implement, transition, and maintain the necessary information technology systems and infrastructure to support its operations and initiatives;
•the Company's dependence on other third parties, in particular with respect to its technology plans, its plans and expectations related to operational excellence and reliability, fuel supply, maintenance, environmental sustainability, Global Distribution Systems, and the impact on the Company's operations and results of operations of any third party delays or non-performance;
•the Company's ability to obtain and maintain adequate infrastructure and equipment to support its operations and initiatives;
•the emergence of additional costs or effects associated with the December 2022 operational disruption, including litigation, government investigation and actions, and internal actions;
•the impact of governmental regulations and other governmental actions on the Company's plans, strategies, financial results, and operations;
•the Company's dependence on its workforce, including its ability to employ and retain sufficient numbers of qualified Employees to effectively and efficiently maintain its operations;
•the impact of fears or actual acts of terrorism or war, political instability, cyber-attacks, and other factors beyond the Company’s control on the Company’s plans, financial results, operations, and ability to adequately insure against risks; and
•other factors as set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), including the detailed factors discussed under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Caution should be taken not to place undue reliance on the Company's forward-looking statements, which represent the Company's views only as of the date this report is filed. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Hedging

As discussed in Note 3 to the unaudited Condensed Consolidated Financial Statements, the Company endeavors to acquire jet fuel at the lowest possible net cost and to reduce volatility in operating expenses through its fuel hedging
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program with the use of financial derivative instruments. As of September 30, 2024, the estimated fair value of outstanding contracts was a net asset of $132 million.

The Company's credit exposure related to fuel derivative instruments is represented by the fair value of contracts that are in a net asset position to the Company. At such times, these outstanding instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. As of September 30, 2024, the Company had nine counterparties for which the derivatives held were an asset and none in a loss position. 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. However, if one or more of these counterparties were in a net liability position to the Company and were unable to meet their obligations, any open derivative contracts with the counterparty could be subject to early termination, which could result in substantial losses for the Company. As of September 30, 2024, 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's credit rating. The Company also had agreements with counterparties in which cash deposits and letters of credit may be required to be posted as collateral whenever the net fair value of derivatives associated with those counterparties exceeds specific thresholds. Refer to the counterparty credit risk and collateral table provided in Note 3 to the unaudited Condensed Consolidated Financial Statements for the fair values of fuel derivatives, amounts held as collateral, and applicable collateral posting threshold amounts as of September 30, 2024, at which such postings are triggered.
 
As of September 30, 2024, $22 million in cash collateral deposits were held by the Company from counterparties based on the Company's outstanding fuel derivative instrument portfolio. Due to the types of derivatives held as of September 30, 2024, the Company does not have cash collateral exposure. See Note 3 to the unaudited Condensed Consolidated Financial Statements.

The Company is also subject to the risk that the fuel derivatives it uses to hedge against fuel price volatility do not provide adequate protection. The Company has found that financial derivative instruments in commodities, such as 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 is also subject to the risk that the fuel derivatives it uses to hedge against fuel price volatility do not provide adequate protection. A portion of the fuel derivatives in the Company's hedge portfolio are based on the market price of WTI crude oil. As mentioned above in Critical Accounting Policies and Estimates, since the Company can no longer demonstrate that derivatives based on WTI crude oil prices will result in effective hedges on a prospective basis, the change in fair value of all of the Company's derivatives based in WTI have been recorded to Other (gains) losses for third quarter 2024, and will also be marked to market in the same manner in fourth quarter 2024. The Company currently has no WTI-based derivatives that settle beyond 2024. In recent years, jet fuel prices have been more closely correlated with changes in the price of Brent crude oil, and therefore the Company has attempted to mitigate some of this risk by entering into more fuel hedges based on Brent crude.

Financial Market Risk

The Company currently has agreements with organizations that process credit card transactions arising from purchases of air travel tickets by its Customers utilizing American Express, Discover, and MasterCard/VISA. Credit card processors have financial risk associated with tickets purchased for travel because the processor generally forwards the cash related to the purchase to the Company soon after the purchase is completed, but the air travel generally occurs after that time; therefore, the processor will have liability if the Company does not ultimately provide the air travel. Under these processing agreements, and based on specified conditions, increasing amounts of cash reserves could be required to be posted with the counterparty. There was no cash reserved for this purpose as of September 30, 2024.

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A majority of the Company’s sales transactions are processed by Chase Paymentech. Should chargebacks processed by Chase Paymentech reach a certain level, proceeds from advance ticket sales could be held back and used to establish a reserve account to cover such chargebacks and any other disputed charges that might occur. Additionally, cash reserves are required to be established if the Company’s credit rating falls to specified levels below investment grade. Cash reserve requirements are based on the Company’s public debt rating and a corresponding percentage of the Company’s Air traffic liability. As of September 30, 2024, no holdbacks were in place.

See Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for further information about market risk, and Note 3 to the unaudited Condensed Consolidated Financial Statements in this Form 10-Q for further information about the Company's fuel derivative instruments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2024. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of September 30, 2024, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a–15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



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PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

On June 30, 2015, the U.S. Department of Justice ("DOJ") issued a Civil Investigative Demand ("CID") to the Company. The CID sought information and documents about the Company’s capacity from January 2010 to the date of the CID, including public statements and communications with third parties about capacity. In June 2015, the Company also received a letter from the Connecticut Attorney General requesting information about capacity. The Company is cooperating fully with the DOJ CID and the state inquiry.

Further, on July 1, 2015, a complaint was filed in the United States District Court for the Southern District of New York on behalf of putative classes of consumers alleging collusion among the Company, American Airlines, Delta Air Lines, and United Airlines to limit capacity and maintain higher fares in violation of Section 1 of the Sherman Act. Since then, a number of similar class action complaints were filed in the United States District Courts for the Central District of California, the Northern District of California, the District of Columbia, the Middle District of Florida, the Southern District of Florida, the Northern District of Georgia, the Northern District of Illinois, the Southern District of Indiana, the Eastern District of Louisiana, the District of Minnesota, the District of New Jersey, the Eastern District of New York, the Southern District of New York, the Middle District of North Carolina, the District of Oklahoma, the Eastern District of Pennsylvania, the Northern District of Texas, the District of Vermont, and the Eastern District of Wisconsin. On October 13, 2015, the Judicial Panel on Multi-District Litigation centralized the cases to the United States District Court in the District of Columbia. On March 25, 2016, the plaintiffs filed a Consolidated Amended Complaint in the consolidated cases alleging that the defendants conspired to restrict capacity from 2009 to present. The plaintiffs seek to bring their claims on behalf of a class of persons who purchased tickets for domestic airline travel on the defendants' airlines from July 1, 2011 to present. They seek treble damages, injunctive relief, and attorneys' fees and expenses. On May 11, 2016, the defendants moved to dismiss the Consolidated Amended Complaint, which the Court denied on October 28, 2016. On December 20, 2017, the Company reached an agreement to settle these cases with a proposed class of all persons who purchased domestic airline transportation services from July 1, 2011, to the date of the settlement. The Company agreed to pay $15 million and to provide certain cooperation with the plaintiffs as set forth in the settlement agreement. After notice was provided to the proposed settlement class and the Court held a fairness hearing the Court issued an order granting final approval of the settlement on May 9, 2019. On June 10, 2019, certain objectors filed notices of appeal to the United States Court of Appeals for the District of Columbia Circuit, which the Court dismissed on July 9, 2021, for lack of jurisdiction because the district court's order approving the settlements was not a final appealable order. The case is continuing as to the remaining defendants. The Company denies all allegations of wrongdoing.

On January 7, 2019, a complaint alleging a violation of the federal Uniformed Services Employment and Reemployment Rights Act (“USERRA”) and seeking a certification as a class action was filed against the Company in the United States District Court for the Northern District of California. The complaint alleges that the Company violates section 4316(b) of USERRA because it does not provide paid “short-term” military leave (i.e., a military leave of 14 days or fewer) but does provide paid jury duty leave, bereavement leave, and sick leave, which the plaintiff alleges are “comparable” forms of leave under USERRA and its implementing regulations. The complaint seeks declaratory and injunctive relief, damages, liquidated damages, interest, and attorneys’ fees, expert fees, and litigation costs. On February 3, 2021, the court granted the plaintiff’s motion for class certification and issued an order certifying a class comprised of current or former Employees who, during their employment with the Company at any time from October 10, 2004, through the date of judgment in this action, have taken short-term military leave and were subject to a collective bargaining agreement, except for Employees subject to the Transport Workers Union Local 550 agreement covering meteorologists. On January 11, 2022, the court granted the parties’ stipulated request to vacate the trial date as the Department of Defense had not yet produced the class members’ military pay and service records pursuant to the Company’s third-party subpoena. On August 18, 2022, the court entered an order that effectively stayed the action, except for attention to the third-party subpoena, until after the Ninth Circuit issued its opinion in the matter of Clarkson v. Alaska Airlines, Inc. and Horizon Industries, Inc., an appeal from an order by the United States District Court for the Eastern District of Washington granting summary judgment in defendants’ favor on substantially the same claims at issue in this action. The Ninth Circuit issued its order in
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Clarkson on February 1, 2023, reversing the district court’s grant of summary judgment and remanding the Clarkson case to the District Court with instructions to consider the “pay during leave” issue in the first instance. On March 22, 2024, the parties in the Company's case submitted a proposed case schedule through trial. The Court subsequently set a trial date of July 21, 2025. The Company has received the military pay and service records and is filing a motion for decertification with a hearing set for January 30, 2025. The Company denies all allegations of wrongdoing, believes the plaintiff’s positions are without merit, and intends to vigorously defend itself in all respects.

On June 22, 2020, a derivative action for breach of fiduciary duty was filed in the United States District Court for the Northern District of Texas naming the members of the Company's Board of Directors (the "Board") as defendants and the Company as a nominal defendant (the "Derivative Action"). The plaintiff alleges unspecified damage to Company’s reputation, goodwill, and standing in the community, as well as damage from exposure to civil and regulatory liability and defense costs. According to the lawsuit, these damages arise from the Company’s alleged failure to comply with safety and record maintenance regulations and false statements in public filings regarding the Company’s safety practices. The plaintiff alleges the Board, in the absence of good faith, exhibited reckless disregard for its duties of oversight. On October 7, 2020, the Court entered an order staying and administratively closing the Derivative Action, pending the District Court's final resolution of the Company's motion to dismiss in a parallel securities class action under Section 10(b) of the Exchange Act that was filed on February 19, 2020, or upon the occurrence of certain other conditions. While the parallel securities class action was dismissed with prejudice on October 5, 2023, the plaintiff in the Derivative Action has taken no steps to lift the stay in the case, which remains stayed. The Board and Company deny all allegations of wrongdoing made in the Derivative Action.

On August 26, 2021, a complaint alleging breach of contract and seeking certification as a class action was filed against the Company in the United States District Court for the Western District of Texas in Waco. The complaint alleges that the Company breached its Contract of Carriage and other alleged agreements in connection with its use of the allegedly defective MAX aircraft manufactured by The Boeing Company. The complaint seeks damages on behalf of putative classes of customers who provided valuable consideration, whether in money or other form (e.g., voucher, miles/points, etc.), in exchange for a ticket for air transportation with the Company, which transportation took place between August 29, 2017, and March 13, 2019. The complaint generally seeks money damages, declaratory relief, and attorneys’ fees and other costs. On October 27, 2021, the Company filed a multi-faceted motion challenging the complaint based upon lack of subject matter jurisdiction, the existence of a prior-filed complaint on appeal in the Fifth Circuit (the "Sherman Complaint"), improper venue, and failure to state a claim, and seeking to have the complaint's class contentions stricken. That motion was fully briefed by both parties and was argued to a United States Magistrate Judge on June 27, 2022. On July 5, 2022, the Magistrate Judge granted the motion in part and ordered the case stayed until the issuance of the Fifth Circuit's opinion in the Sherman Complaint. On November 28, 2022, the parties jointly notified the Court of the Fifth Circuit's decision regarding the Sherman Complaint. On March 23, 2023, the parties jointly notified the Court of the dismissal of the Sherman Complaint for lack of jurisdiction. The case remains stayed, and there has been no effort either to lift the stay or to further pursue the asserted claims following the dismissal of the Sherman Complaint. The Company denies all allegations of wrongdoing, believes the plaintiffs' positions are without merit, and intends to vigorously defend itself in all respects.

Two complaints alleging violations of federal securities laws and seeking certification as a class action have been filed (on January 10, 2023, and March 13, 2023, respectively) against the Company and certain of its officers in the United States District Court for the Southern District of Texas in Houston. The complaints seek damages on behalf of a putative class of persons who purchased or otherwise acquired the Company's common stock between June 13, 2020, and December 31, 2022. The complaints assert claims under Sections 10(b) and 20 of the Exchange Act and allege that the Company made material misstatements to investors regarding the Company's internal technology and alleged vulnerability to large-scale flight disruptions. The complaints generally seek money damages, pre-judgment and post-judgment interest, and attorneys' fees and other costs. The deadline in the first of these two cases to file a motion seeking appointment of lead plaintiff was March 13, 2023; four separate motions were filed, and three of the parties seeking appointment have continued to contest the issue. On July 17, 2023, the Court signed an order
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consolidating the two federal securities cases into the first-filed suit and also appointed plaintiff Michael Berry as lead plaintiff in the consolidated case, with his counsel of record to serve as lead counsel and liaison counsel. On September 15, 2023, the lead plaintiff filed an amended complaint that expanded the class period to include persons who purchased or otherwise acquired the Company's common stock between February 4, 2020, and March 14, 2023, while continuing to assert claims under Sections 10(b) and 20 of the Exchange Act based on alleged misstatements regarding the Company's internal technology and alleged vulnerability to large-scale flight disruptions. On November 20, 2023, the Company and the individual defendants filed a motion to dismiss the amended complaint for failure to state a claim. Plaintiffs filed an opposition brief on January 26, 2024. The Company and the individual defendants filed a reply brief on February 23, 2024. The motion to dismiss remains pending for decision. The Company denies all allegations of wrongdoing in the complaint, believes the plaintiffs' positions are without merit, and intends to vigorously defend itself in all respects.

Since about January 24, 2023, the Company’s senior officers and the Board have received multiple derivative demand letters from legal counsel for purported Southwest shareholders demanding that the Board investigate claims, initiate legal action, and take remedial measures in connection with the service disruptions occurring in December 2022. Generally, the demand letters broadly assert that the Company’s directors and senior officers did not make sufficient investments in internal technology systems to prevent large-scale flight disruptions, did not exercise sufficient oversight over the Company’s operations, approved or received unwarranted compensation, caused the Company to make materially misleading public statements, and breached their fiduciary duties to the Company. Additionally, since January 27, 2023, the Company has received multiple letters from counsel for purported Southwest shareholders making statutory demands for the production of various books and records of the Company, purportedly in an effort to investigate possible derivative claims similar to those made the subject of the derivative demands discussed above. On June 13, 2023, a shareholder derivative suit was filed against certain of the Company’s current and former officers and directors in the 14th Judicial District Court of Dallas County, Texas, asserting claims for damages from alleged breach of fiduciary duty, waste of corporate assets, and unjust enrichment derivatively on the Company’s behalf against the individual defendants based on similar factual allegations as contained in the demand letters and in the federal class action complaints. On June 15, 2023, a second shareholder derivative suit was filed against certain of the Company’s current and former officers and directors in the United States District Court for the Northern District of Texas, asserting claims under Section 14(a) of the Exchange Act and for damages from alleged breach of fiduciary duty, indemnification, and unjust enrichment derivatively on the Company’s behalf against the individual defendants based on similar factual allegations as contained in the demand letters and in the federal class action complaints. On November 14, 2023, a third shareholder derivative suit was filed in the 134th Judicial District of Dallas County, Texas, by some of the same counsel involved in the June 13, 2023, suit against the same defendants in that suit and making allegations of the same operative facts and claims. On June 18, 2024, a fourth shareholder derivative suit was filed in the 101st Judicial District Court of Dallas County, Texas, asserting substantially similar claims as in the first two state court derivative suits. On June 26, 2024, a fifth shareholder derivative suit was filed in the United States District Court for the Northern District of Texas, asserting substantially similar claims as in the first federal derivative suit. On July 18, 2024, a sixth shareholder derivative suit was filed in the United States District Court for the Northern District of Texas, asserting substantially similar claims as in the first federal derivative suit (together with the previous demand letters and shareholder derivative suits, the “Derivative Actions and Demands”).

The Company and the Board have addressed the Derivative Actions and Demands in accordance with the applicable Texas statutes governing such demands and litigation. Pursuant to those statutes, a committee of independent and disinterested directors (the "Special Litigation Committee") was appointed to conduct an inquiry regarding the allegations in the Derivative Actions and Demands. In that regard, on December 15, 2023, the plaintiffs in the two state court derivative cases filed an unopposed motion to consolidate the two state derivative cases, to appoint lead counsel, and to stay the consolidated state court derivative case pending the outcome of the ongoing inquiry of the Special Litigation Committee. Further, in light of the ongoing inquiry of the Special Litigation Committee, on December 19, 2023, the Company filed an unopposed motion to extend a stay of the federal derivative case until at least February 26, 2024. On February 26, 2024, the Company filed a second unopposed motion to extend the stay of the federal derivative case until at least April 26, 2024. On April 26, 2024, the Company filed a third motion to extend the stay of the federal derivative case until at least June 25, 2024. On July 2, 2024, the Company filed a
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fourth motion to extend the stay of the federal derivative case until at least July 25, 2024. On July 27, 2024, the Company filed an additional motion to further extend the stay until September 23, 2024. The state court cases have been consolidated into one case, and a motion is pending to consolidate the federal cases into one federal case.

As described above, pursuant to the applicable Texas statutes governing derivative demands and litigation, the Special Litigation Committee was duly appointed to conduct an inquiry regarding the claims and allegations asserted in the Derivative Actions and Demands. The Derivative Actions and Demands have all been stayed, formally or by agreement, pending the outcome of the investigation by the Special Litigation Committee. On September 19, 2024, the Special Litigation Committee formally reported its findings and resolution concerning its investigation of the Derivative Actions and Demands, which began in July 2023 and concluded with the September 19, 2024 report and resolution, which in turn were delivered to the Company and its Board on September 23, 2024. The Special Litigation Committee retained two law firms to represent the Special Litigation Committee in connection with the Special Litigation Committee’s investigation of the Derivative Actions and Demands and the Special Litigation Committee’s review and assessment of evidence gathered in its investigation. The Special Litigation Committee further reported, among other details, upon its appointment, the independence and disinterestedness of its members, the Special Litigation Committee’s investigative processes, including meetings, scope of investigation, volume of documents reviewed, numbers of witnesses interviewed, other presentations received, review and analysis of evidence and applicable legal standards, work with its counsel, and findings and preparation of the final report and resolution of the Special Litigation Committee. Based upon the Special Litigation Committee report and the conclusions reached therein, the Special Litigation Committee, consistent with its appointment and delegated authority, unanimously adopted a resolution (i) determining that it is not in the best interests of the Company or its shareholders to pursue the relief requested in the Derivative Actions and Demands; (ii) determining that it is in the best interests of the Company and its shareholders to reject the Derivative Actions and Demands; (iii) determining that it is in the best interests of the Company and its shareholders for the Company to move to dismiss the Derivative Actions and Demands; and (iv) instructing that the Company and counsel take all further actions necessary to implement the resolution. The Company and its counsel intend to take steps on behalf of the Company to implement the resolution of the Special Litigation Committee, including making appropriate motions in accordance with applicable Texas law governing derivative demands and litigation procedure.

Based on the Company's wide-scale operational disruption, which led to the cancelation of a significant number of flights between December 21 and December 29, 2022, the Company has been subject to inquiries and investigations by governmental agencies (including with respect to a December 2023 settlement with the Department of Transportation) and could be subject to fines and/or penalties resulting from those inquiries and investigations, as well as litigation from Customers and Shareholders.

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.

The Company’s management does not expect that the outcome in any of its currently ongoing legal proceedings or the outcome of any proposed adjustments presented to date by the Internal Revenue Service, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Nevertheless, an adverse outcome for any of these matters could be material.
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Item 1A. Risk Factors

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) On May 15, 2019, the Company’s Board authorized the repurchase of up to $2.0 billion of the Company’s common stock, of which approximately $899 million remained as of September 2024. On September 25, 2024, the Company’s Board terminated and replaced this previous share repurchase authorization with a new $2.5 billion share repurchase authorization of the Company’s common stock. Subject to certain conditions, repurchases may be made in accordance with applicable securities laws in open market or private, including accelerated, repurchase transactions from time to time, depending on market conditions. No repurchases had been made as of September 30, 2024 under this new authorization.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

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Item 6. Exhibits
3.1
3.2
31.1
31.2
32.1
101.INSXBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Furnished, not filed.
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SIGNATURES
 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 SOUTHWEST AIRLINES CO.
   
October 25, 2024By:/s/   Tammy Romo
   
  Tammy Romo
  Executive Vice President & Chief Financial Officer
  (On behalf of the Registrant and in
  her capacity as Principal Financial
  and Accounting Officer)
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