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2005 Annual Report

13.2%48.0%2.3pts.75.1%2.4pts.75.0%76.3%20.8%3.1pts.19.0%9.6%12.7%10.8%1.2pts.2.8%4.7%2.2% 6.7%Operating expenses Operating income Operating margin Net income Net margin

Net income per share – basic Net income per share – diluted Stockholders’ equity

Revenue passengers carried

Revenue passenger miles {RPMs} (000s) Available seat miles {ASMs} (000s) Passenger load factor

Passenger revenue yield per RPM Operating revenue yield per ASM Operating expenses per ASM Size of fleet at yearend

2.3 %

Number of Employees at yearend

Stockholders’ equity per common share outstanding Return on average stockholders’ equity

CONSOLIDATED HIGHLIGHTS

Operating revenues 16.1%CHANGE

(Dollars in millions, except per share amounts)

$6,764$82010.8%$5487.2%$.70$.67$6,675

9.0%$8.32

77,693,87560,223,10085,172,795

70.7%12.09￠8.90￠7.94￠44531,729

$7,5842005$5,976$5548.5%$3134.8%$.40$.38$5,524

5.9%$

6.99

70,902,77353,418,35376,861,296

69.5%11.76￠8.50￠7.77￠41731,011

$6,5302004Southwest Airlines Co. is the nation’s low-fare, high Customer Satisfaction airline. We primarily serve shorthaul and mediumhaul city pairs, providing single-class air transportation, which targets business and leisure travelers. The Company, incorporated in Texas, commenced Customer Service on June 18, 1971, with three Boeing 737 aircraft serving three Texas cities—Dallas, Houston, and San Antonio. At yearend 2005, Southwest operated 445 Boeing 737 aircraft and provided service to 61 airports in 31 states throughout the United States. Southwest has one of the lowest operating cost structures in the domestic airline industry and consistently offers the lowest and simplest fares. Southwest also has one of the best overall Customer Service records. LUV is our stock exchange symbol, selected to represent our home at Dallas Love Field, as well as the theme of our Employee, Shareholder, and Customer relationships.

Net Margin

GAAP

non-GAAP

See table for a reconciliation of non-GAAP to GAAP results.

Net Income (in millions)GAAP

non-GAAP

See table for a reconciliation of non-GAAP to GAAP results.

(See note on page 15.) (unaudited)

S E T L O V E F R E E ! T h a t i s t h e b a t t l e c r y t h a t a c c o m p a n i e d 214,570 p e t i t i o n s a n d p l e a s f r o m e v e r y c i t y i n o u r S o u t h w e s t S y s t e m t o k e y U.S. S e n a t o r s i n W a s h i n g t o n , D.C. T h e m e s s a g e w a s l o u d a n d c l e a r : I n d i v i d u a l c i t i z e n s , c h a m b e r s o f c o m m e r c e a c r o s s A m e r i c a , a n d n e w s p a p e r s f r o m c o a s t t o c o a s t p l e d g e d t h e i r s u p p o r t f o r r e p e a l i n g t h e W r i g h t A m e n d m e n t , a f e d e r a l l a w e n a c t e d i n 1979 t o s e v e r e l y r e s t r i c t c o m m e r c i a l f l i g h t s o u t o f D a l l a s L o v e F i e l d.

W e b e l i e v e W r i g h t i s W r o n g. T h e A m e n d m e n t r e s t r i c t s c o m m e r c e , i s a n t i -c o m p e t i t i v e , a n d p e n a l i z e s p a s s e n g e r s

b y

p r o t e c t i n g

h i g h

a i r f a r e s t o a n d f r o m N o r t h Te x a s. A p p a r e n t l y, t h e U.S. C o n g r e s s a n d t h e P r e s i d e n t a g r e e a n d h a v e a u t h o r i z e d s e r v i c e f r o m D a l l a s L o v e F i e l d t o M i s s o u r i , w h i c h

b e g a n o n D e

c e m b e r 13, 2005. O n e s m a l l s t e p f o r t h e U.S. C o n g r e s s , o n e g i a n t s t e p f o r g i v i n g e v e r y A m e r i c a n t h e F r e e

d o m t o F l y.

thought the restrictions on Love Field have outlived their usefulness, and I think people ought to have the freedom to fly wherever they want and whenever they want.”

–U.S. Rep. Sam Johnson, The Dallas Morning News

To Our Shareholders:

In 2005, Southwest Airlines recorded its 33rd consecutive year of profitability, a record unmatched in commercial airline industry history.

Our 2005 profit was $548 million, or $.67 per diluted share, compared to $313 million, or $.38 per diluted share in 2004. These 2005 results represent increases over 2004 results of 75.1 percent and 76.3 percent, respectively.

Each year includes unrealized gains or losses recorded as required by Statement of Financial Accounting Standard 133, related to our successful fuel hedging activities. Excluding these unrealized items ($59 million in gains in 2005 and $11 million in losses in 2004) produces a year-over-year profit increase of 50.9 percent and per diluted share increase of 50.0 percent.

Driving these increases were strong revenue growth coupled with excellent cost controls. The improved results were achieved despite a 43.0 percent increase in (unhedged) jet fuel prices per gallon in 2005 versus 2004. Operating revenues grew by 16.1 percent on capacity growth of 10.8 percent (as measured by available seat miles). Better revenues were driven by stronger load factors (70.7 percent in 2005 versus 69.5 percent in 2004) and stronger yields per passenger, up 2.8 percent year-over-year. An improving economy, driving stronger travel demand, coupled with a decline in the glut of airline industry seat capacity, all combined to support revenue growth. Our Marketing and Revenue Management Employees pulled off this feat utilizing only modest fare increases, while staying faithful to our cherished Low Fare Brand Leadership in America. And our People did an excellent job once again of providing outstanding Customer Service, placing Southwest first in Customer Satisfaction as measured by fewest Customer Complaints reported to the D.O.T. per passenger carried. Truly, we give America the Freedom to Fly.

Low fares are only feasible with low costs. Through hard work, innovation, and the wise use of automation, our People

further improved the efficiency of Southwest Airlines and reduced our operating cost per available seat mile (excluding fuel) by 1.5 percent year-over-year. This was accomplished with pay increases, not furloughs, layoffs, or pay concessions. Despite many airline bankruptcies, which has allowed other airlines to restructure and reduce costs, Southwest remains among the lowest cost producers in the American airline industry.

Record, skyrocketing energy prices were a headline in 2005 and a dagger to the heart of the airline industry because of its energy dependency. Southwest Airlines was prepared for this crisis, however, as we were approximately 85 percent hedged for 2005 at approximately $26 per barrel of crude oil. Our hedging activities saved us almost $900 million in 2005, securing a solid profit improvement over the previous three years. Without our hedging program, it appears we would have had break-even results. Instead, hedging widened our cost advantage over our competitors and allowed us to continue to grow profitably, add new cities, expand our fleet, hire more Employees, and provide pay increases.

In 2005, we continued to add service to our new 2004 city, Philadelphia. In a little more than 18 months, it has grown from 14 daily departures to 53. Encouraged by our success there, we added Pittsburgh to our route map in May 2005. In six months’ time, our service expanded from ten to 19 daily departures. In October, we also expanded our Florida presence by the addition of Ft. Myers. Finally, in October, we announced the return of Southwest Airlines to Denver after a 20-year absence, much to the delight of our Customers. Denver, too, is off to a terrific start as of January 3, 2006. A happy New Year celebration, indeed. We expanded our system in other ways last year. After a yearlong effort to repeal the anti-consumer, anti-competitive restriction on Dallas’ Love Field Airport, known as the Wright Amendment, the U.S. Congress passed and President Bush signed the “Bond Amendment,” which allows nonstop service from Love Field to points in Missouri. The law was passed November 30, 2005, and on December 13, we started four daily roundtrips from Dallas to both Kansas City and St. Louis. We also implemented our first-ever codeshare arrangement with ATA Airlines in January 2005, providing single-ticket, connecting itineraries at Chicago Midway, Phoenix, and Las Vegas. Our first year with ATA was a resounding success, generating almost $50 million in revenues. We also enhanced our Chicago Midway presence by acquiring the rights to ten gates from ATA.

The year 2005 was not without challenges, however. In December 2005, a Southwest jet overran a runway at Chicago Midway, striking two automobiles. Joshua Woods, a passenger in one of the automobiles, was fatally injured. Our hearts and our prayers go out to Joshua and the Woods family. We are, of course, providing the National Transportation Safety Board our full support in the

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

“Being invited to operate at DFW (by AA) is like the spider saying to the fly ‘Hey, why don’t you drop in for a bite to eat?’”

–Chairman Herb Kelleher,

announcing the results of the Campbell-Hill study

2In 2005, we brought out the rally caps. For Southwest’s complete history at Dallas Love Field and the controversial Wright Amendment, log on to se https://www.wendangku.net/doc/fc17845568.html, .

Chief Executive Officer

President

Chairman of the Board closely with the Federal Aviation Administration to ensure a

safe airline is as safe as it can humanly be.

Our compassion is extended to all those affected by last years’ natural disasters but particularly those in New Orleans. Rebuilding our service in New Orleans remains number one among competing priorities. We recently announced five more daily departures effective March 17 and coincident with the delivery of new Boeing 737 aircraft.

For 2006, we presently plan to add 33 new Boeing 737s to our fleet of 445 aircraft (as of December 31, 2005). That will produce an estimated increase in ASMs of eight percent. We are excited about the growth opportunities presently anticipated for 2006 and, especially, the strong revenue trends we are currently experiencing. Jet fuel prices, however, loom large over the 2006 outlook. Even with an industry-leading fuel hedge in place for 2006 (approximately

73 percent at approximately $36 per barrel), higher prices could cost us as much as $600 million in additional fuel expense based on current market prices. We will need strong revenue growth and energetic cost controls in other areas to overcome that hurdle.

The splendid results for 2005 were achieved, plainly and simply, through the efforts of our gifted and caring Employees. They are the reason that FORTUNE magazine, for the ninth year in a row, named Southwest Airlines one of America’s Most Admired Companies. And it is because of them and their Warrior Spirits, Servants’ Hearts, and Fun-LUVing Attitude that we are optimistic Southwest Airlines will rise up to meet these heady challenges.

To all the magnificent People of Southwest Airlines, we say, again, a hearty “Thank You!” January 16, 2006Most sincerely,

SOUTHWEST AIRLINES CO. ANNUAL REPORT 20053

With an estimated $10 billion in losses, 2005 was another difficult year for the U.S. airline industry. The glut of seat capacity and unprecedented energy prices forced many struggling airlines into survival mode, resulting in significant downsizing and numerous restructuring efforts. During 2005, additional airlines made the decision to file for bankruptcy protection, including Delta and Northwest. In total, the industry has lost more than $40 billion over the last five-year period.

In contrast, Southwest reported its 33rd year of consecutive profitability—a record unmatched in aviation history. Although we were prepared for higher fuel costs with our protective fuel hedging program, it is the People of Southwest who deserve the credit for this remarkable record. Especially over the last five years, our industry has changed radically, and our Employees have had to overcome many challenges and adversities. There are now many airlines competing in the low-cost, low-fare niche, trying to emulate our success story. However, there is one thing they can never duplicate and that’s the Warrior Spirit of our Employees! At Southwest, our People are the difference. Our Employees are passionate about operating a safe airline while providing low fares and friendly service to our Customers, and they understand the importance of our Low-Cost Leadership.

Our Customers fly Southwest because we consistently deliver what they want—low fares, reliable service, frequent and convenient flights to great destinations, comfortable cabins, great inflight experience, top-rated frequent flyer program, hassle-free airports, and friendly Customer Service. As a result, Southwest earned the number-one ranking in Customer Satisfaction for 2005, based on complaints per passenger carried as reported to the D.O.T. Southwest is the largest carrier in the United States based on domestic enplaned passengers and scheduled domestic departures. In addition, Southwest tends to dominate the markets we serve, ranking first in market share in approximately 90 percent of our top 100 city pairs, and in the aggregate holds approximately 63 percent of the total market share in those markets.

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005 4

Freedom to Fly

Our Employees take immense pride in knowing they give millions of Americans the Freedom to Fly. We are a low-fare airline by philosophy and have ALWAYS provided low fares to our Customers. When we enter a new market, our competition usually lowers their fares to match ours. The difference is that our fares stay low—whenever and wherever we fly. In addition to our low Customer-friendly fares, we offer lots of convenient flights to meet the demands of both our business and leisure Customers. Unlike many of our competitors, we do not charge a rebooking or exchange fee for Customers who change their itineraries, nor have we ever required a Saturday-night stay. We have an expanding network and, with the addition of Denver in January 2006, we now provide service to 62 airports with more than 3,000 daily flights. Through our codeshare with ATA Airlines, Inc., we also currently offer or have announced connecting service

through Chicago, Phoenix, Las Vegas,

Houston, and Oakland to destinations such

as Honolulu, Ma u i, N ew Yo rk’s LaGuardia

A i r p o r t,an d Washington, D.C.’s Reagan

Maryland One, unveiled June 14, 2005, is the sixth custom Boeing 737 in the Southwest Flagship fleet. Emblazoned

with the historic crests of the Crossland and Calvert families,

this high-flying 737-700 proudly waves as a tribute to the

great state of Maryland, Southwest’s fourth busiest station

in departures (BWI).

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

National Airport. Our frequent flights and expansive route system offer our Customers convenience and reliability with lots of options to get where they want to go, when they want to get there.

Our frequent flights and simple, low-fare structure are easily accessible through our helpful Reservations Agents and through our web site, https://www.wendangku.net/doc/fc17845568.html,. In today’s world of online shopping, consumers desire a buying experience

that is efficient and reliable. In addition to offering the online capability to book hotels, cars, and cruises, Customers can now print their boarding passes up to 24 hours in advance of their scheduled flight time, right from the convenience

of their own computer. Furthermore, we’ve taken convenience a step further with the recent introduction of wireless checkin capability, allowing our Customers access to the travel information they need while on the road and away from their computer. With Internet and wireless checkin capabilities, in addition to the RAPID CHECK-IN self-service kiosks available in every airport across our system, more than 50 percent

of our passengers choose to conveniently check

in using our easy self-service tools.

Shopping for the best online deals can take a

lot of unnecessary time. Southwest has always made it easy for travelers, with the Southwest Shortcut calendar for low fares, the weekly Click

’n’ Save e-mail specials, and full disclosure of all fares and availability. Almost 70 percent of our passenger revenues are now booked through https://www.wendangku.net/doc/fc17845568.html,. And, with the introduction of our DING!Program in 2005, we now have the ability to deliver low fares directly to our Customers’ desktops. DING! alerts approximately two million DING!users to the hottest deals available at https://www.wendangku.net/doc/fc17845568.html,. Booking online is convenient and simple for our Customers, and it

is less expensive for Southwest.

For our business Customers, we offer a booking tool called SWABIZ that offers the conveniences of online booking and checkin

for the Corporate Traveler. More importantly, SWABIZ provides travel reporting functionality “We are thrilled to honor Maryland with this beautiful aircraft; it is truly a testament to the great relationship we have developed with our Baltimore/Washington Customers and a tribute to our Employees....” –President Colleen Barrett

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

for Corporate Travel Managers to better manage their business travel data. This service is provided free of charge to thousands of travel managers of small- to medium-sized businesses, as well as hundreds of the Fortune 500 companies who book their business travel on Southwest.

Southwest’s low fares have always made last-minute travel affordable. Customers can share that convenience with a friend or loved one with

a gift of the southwest giftcard, the gift of a destination! We’re always

interested in giving our Customers a new way to enjoy our low fares. Through our everyday low fares, breadth of service across the country, easy-to-use web site, and now the southwest giftcard, travel on Southwest Airlines is the ideal gift.

Rapid Rewards

Not only do we offer our Customers convenient low fares, our Rapid Rewards Program is a generous and simple way for our frequent flyers to earn free travel. Members earn credits by flying or doing business with the program’s preferred partners. In the past, Southwest Members were required to fly eight roundtrips or earn 16 credits in a 12-month period to receive a roundtrip award. However, our Customers asked for more time to earn Award Travel, so we now allow Members 24 months to earn credits toward free travel. As part of this change, Southwest will remove systemwide blackout dates and implement seat restrictions for Award travel effective February 10, 2006. Once an Award is earned (by flying, buying, staying, driving, or surfing the Internet), Southwest automatically credits the Ticketless Award to our Customer ’s online account—free travel fast with no hassle. Plus Southwest allows Members to transfer, but not sell, the Award to anyone. The Award is free but subject to the U.S. government September 11th Security Fee of up to $10 roundtrip.

Southwest’s generous Companion Pass program remained just as bountiful a s b e fo re ! W h e n a M e m b e r f l i e s 50 ro u n d t r i p s (o r re ce i ve s a to t a l o f 100 credits through flight or partner use) within a 12-month period, that member receives a Companion Pass, which allows the member to designate a Companion to fly with them for free for an entire year. The Companion’s travel is not subject to seat capacity restrictions or blackout dates.

Southwest Airlines’ Rapid Rewards program is widely recognized by users and industry watchers as the simplest and most lucrative frequent flyer program in the airline industry. For the seventh straight year, our program was honored with first place for Best Award Redemption at InsideFlyer magazine’s 17th annual Freddie Awards ceremony. Southwest also received first place awards for Best Customer Service and Best Bonus Promotion.

Low-Cost Leadership

Our Employees understand that it is only through low costs that we can profitably offer low fares. After 34 years, Southwest is still the Low-Cost Leader even though there are lots of airlines competing for the low-fare, low-cost niche. In 2005, we again had the lowest unit costs (adjusted for stage

“It doesn’t matter who they are. They all match our industry-leading low fares. They will fly airplanes. So far, they haven’t been able to match our great People. That’s our true strength and why I’m confident about the future of Southwest Airlines.”

–CEO Gary Kelly, The Wall Street Journal

Hurricane Katrina

Southwest jets carried much-needed supplies and emergency personnel into New Orleans, then ferried thankful evacuees to Kelly AFB in San Antonio immediately after Hurricane Katrina struck the Louisiana coast in August 2005. Several Southwest 737s were pulled from regular service to help with the evacuation and relief efforts.

Katrina interrupted regular service to New Orleans for 23 days, beginning August 28, 2005. All of

our New Orleans Employees, along with many Employees from other parts of

the country, continued to help relief efforts and rebuild airport facilities so limited service could resume on September 20, 2005.

Southwest remains firmly committed to the rebuilding of New Orleans and the inevitable rebirth of this great American city.

length) of any domestic carrier. Our successful fuel hedging program protected us from record high fuel costs, reducing our fuel and oil expense by approximately $900 million in 2005. Even with this spectacular fuel hedge position, our jet fuel costs per gallon in 2005 were up 24 percent versus 2004. Despite these fuel price pressures, our unit costs increased only two percent. With growing low-cost competition and rising fuel costs, our Employees are working harder than ever to prepare for the future.

Our Employees understand that low costs are imperative to our success. And productivity is the key to maintaining our low-cost advantage over our competitors. Southwest continually achieves the highest productivity of any U.S. airline because of our high asset utilization and Employee proficiency. One reason for our productivity advantage is our dedication to the low-fare, point-to-point market strategy, which enables our People to be extremely efficient. Although we have always had an efficient operation, we have intensified our productivity efforts to prepare us for increasing low-cost competition.

We’ve

deployed

technology

and

improved our Employee productivity throughout t h e C o m p a ny. A s a re s u l t , we c u r re n t l y e m p l oy 71 Employees per aircraft, our lowest ratio since 1972! Our Employees are innovative and never give up, which is the reason our year-over-year unit costs, excluding fuel, declined 1.5 percent in 2005.

To maximize efficiency, we schedule our aircraft

on a point-to-point system, versus hub-and-spoke. We

focus

local,

not

connecting,

traffic.

Consequently, approximately 80 percent of our Customers fly nonstop. Our point-to-point system provides for more direct nonstop routings for our Customers

and,

therefore,

minimizes

stops,

connections, delays, and total trip time. Although our frequent flights and our codeshare agreement with ATA Airlines, Inc. allow for the convenient connection and transfer of Customers, we schedule our aircraft based on local traffic needs. This means our aircraft are going nonstop to the places our Customers want to go.

Aircraft are scheduled to minimize the amount of time at the gate, generally 25 minutes or less, reducing the number of aircraft and gate facilities that otherwise would be required. Our disciplined market focus also allows us to operate a single aircraft type, the fuel-efficient Boeing 737. Flying one aircraft type significantly simplifies scheduling, maintenance, flight operations, and training activities. To reduce fuel consumption, we equip our 737-700 aircraft with Blended Winglets. Our Pilots, Dispatchers,

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005In 2005, Southwest announced a codeshare agreement with ATA, allowing Southwest passengers to book flights aboard ATA to such exciting destinations as Hawaii. Above, Southwest’s famous Shamu One nuzzles up to a colorful Hawaii-bound ATA jet.

2.001.751.501.251.00.75.50.25

Customer Service (Complaints per 100,000 Customers boarded)For the year ending December 31, 2005

LUV .18

JBLU .29

ALK .77

UAIR

1.86AMR UAL

1.02

CAL .92

NWAC .94

AWA

.96

AAI

1.00

1.02

DAL 1.09

2001

2002

2003

2004

2005

Operating Revenues (in millions)$5,555$5,522

$5,937

$6,530

$7,584$8,000

$7,000$6,000$5,000$4,000$3,000

2001

2002

2003

2004

2005Operating Revenues Per Available Seat Mile

8.51￠

8.02￠

8.27￠

8.50￠

8.90￠

9.0￠8.5￠8.0￠7.5￠7.0￠6.5￠

Ground Operations, and Fuel Management Employees work together to minimize fuel consumption, and we purchase fuel at the lowest possible cost.

We have a history of serving close-in, conveniently located airports such as Baltimore/Washington, Chicago Midway, Dallas Love Field, Ft. Lauderdale/Hollywood, Houston Hobby, Manchester, Providence, and Oakland. However, we also have successful operations at larger airports such as Phoenix, Los Angeles, St. Louis, Pittsburgh, and Philadelphia. In selecting airports, we look for well-managed, efficient airports with low landing fees and terminal rents. We also prefer airports that allow us to sustain high productivity and reliable ontime performance.

All combined, the point-to-point route system; frequent flights; careful airport selection; single aircraft type; high asset utilization; fuel conservation and hedging programs; and high Employee productivity produce a very safe, efficient, and cost-effective operation with exceptional ontime performance.

Passionate Culture

Even though many carriers have attempted to imitate many aspects of Southwest, they cannot duplicate our most important element of success—our People. Our People are our most valuable asset. It is their friendliness, Customer caring, and relentless resourcefulness that have helped make Southwest one of the world’s most successful airlines. Our People are passionate about everything they do, and they genuinely care about our

at m osphere of cooperat ion, trust , and Te am S pirit. We encourage our Employees to be cre at ive a nd

SlamDunk One, a soaring tribute to the historic partnership between the National Basketball Association (NBA) and its Official Airline (SWA). Unveiled on November 3, 2005, this was the first custom paint scheme to feature a Southwest marketing partner since Shamu One in 1988. Inside, every NBA team logo is featured on the overhead bins.

C u stom ers , th e co mm u ni t ie s we s e rve, a nd our Co m p any. A n d i t i s t hat pa ss i o n th at h as made S o ut hwest A i rl i n e s o ne o f th e m o st re s pected b ra n d s i n A m er i c a. Fo r t h e n i nt h st ra i gh t year, S o ut hwest was re co g n i ze d in 2005 by FORTUNE m a g a z in e a s o ne o f A me r i ca ’s Mo st Adm ired Co m p an i es. In a d d i t i o n , So u t hwe st ha s been i n c l u ded , f ro m 2000 to 2005, i n B u s i n ess Eth ics m a g a z in e’s l i st of 100 B e st Co rp o rate C i ti zens for s e r v i ce to s even st a ke ho l d e r g ro u p s.

We devo te a s i g n i f i c a nt a mo un t o f t i me and

ef fo r t to h i r in g, tra i n i ng , an d re ta i n in g our i n c re di b ly ta l en te d E m p l oye e s. A lt h o u g h we are l ow-cost, we h ave p rov i d e d exce ll e n t co m p ens at ion pa c ka ges to ou r E m p l oye es. We a l s o nu rt ure a rewa rd i ng wor k e nv i ro n m e n t, wh i ch fo ster s an

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005“Simply put, Southwest is on top of the domestic aviation world. It’s flush with cash and low on debt. It’s shielded from record high jet fuel prices, and where it treads, other airlines quiver.” –The Dallas Morning News

have FU N on t he job. Alt hough we take our business and our safet y record very seriously, our Em ployees have become well-known for using t heir t rademark humor to ensure that our Cu stomers have an enjoyabl e and me mora ble fligh t experience. Our Employees understa nd that

eve r y i nte ra ct io n w i th o ur Cu sto me r s is an opport unit y to showcase our rel iable product with wa rm, c a r i n g, com p a ssi o nate C usto me r S er v i ce.

Although we fly planes, Southwest Airlines is really a Customer Service Company. And it is the way our Employees deliver Customer Service that differentiates Southwest Airlines from every other airline. At Southwest, we treat our Customers like guests, and our Employees are motivated to increase our productivity so that we can enhance our product without adding to our cost structure. As part of the airline industry’s restructuring and cost-cutting efforts, many airlines have chosen to cut free inflight amenities such as snacks, drinks, blankets, and pillows. Southwest Airlines, however, remains committed to providing our Customers a comfortable inflight experience. Southwest continues to give Customers free, name-brand snacks and nonalcoholic beverages on every flight. Our cabins are also comfortable and clean and feature attractive leather seats. Although we are low-cost, we invest in new planes and fly a young fleet with an average age of nine years.

Southwest Airlines has always been devoted to each and every community that we serve. Thousands of times each year, Southwest Airlines and its Employees reach out to individuals, families, and entire communities, providing help where it is needed. Since Hurricane Katrina, we have contributed millions of dollars in services and cash to New Orleans Relief Funds and have partnered with numerous organizations to provide travel, raise funds, and bring awareness to the needs of the New Orleans community. Southwest also generously supports the Ronald McDonald House, and our Adopt-A-Pilot program operates systemwide and features the volunteer efforts of more than 550 Southwest Airlines Pilots, who adopt and mentor a fifth-grade class with information on aviation, geography, and science.

It is nearly impossible to list the many ways our Employees give to their communities. Whether it’s rallying a group of Coworkers to help build a house or organizing a raffle to raise money for a community member in need, the support is immeasurable. Our People serve from their hearts, and they truly try to make an ongoing, positive difference in their “home towns.”

Strong Financial Position

Although the last five years have been financially devastating for

the airline industry, our Employees have persevered and

moved ahead. Over the past 34-plus years, we have wisely managed our growth. Our People are visionaries

and are always prudently planning for our future. As a result of our discipline and financial conservatism, we have strengthened

our balance sheet during the most difficult period in aviation history. We have lots of liquidity and ample access to capital. We have improved our cash flow, and Southwest is the only U.S. airline with an investment-grade credit rating. We ended 2005 with $2.5 billion in cash and shortterm investments, including $950 million in fuel hedge collateral deposits. We also have a fully available $600 million bank revolving credit facility. Our unmortgaged assets have a value of nearly $7 billion, and our debt to total capital is approximately 35 percent, including aircraft leases as debt. In addition, we have prepaid more than $600 million for future aircraft deliveries from Boeing.

Our profits substantially improved in 2005—our net income increased more than 50 percent from 2004! Considering the enormous operational challenges we

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

Southwest added yet another popular Customer convenience in November 2005 when we introduced the southwest giftcard , available online at https://www.wendangku.net/doc/fc17845568.html, .

faced due to the hurricanes this past summer and higher energy costs, we are very pleased with these results. Overall, our revenue growth was very healthy in 2005, particularly in the fourth quarter, and we are encouraged by our revenue trends so far in early 2006. Demand for low fares strengthened throughout 2005, and we achieved a Company-record load factor of 70.7 percent. Revenue yields also improved with only modest fare increases, reaffirming our Low Fare Leadership position. Our ATA codeshare revenue was just under $50 million in 2005, which exceeded our initial estimates. The combination of stronger revenues, an excellent hedge position, and lower unit costs, excluding fuel, all contributed to our improved financial performance.

In recognition of Southwest’s profitable growth, strong cash flows, and our strong balance sheet, o u r B o a rd o f D i re c t o r s re c e n t l y a u t h o r i z e d a $300 million stock repurchase program. This authorization reflects the Board’s confidence in our financial stability and our growth opportunities.

Route Expansion

We opened two new cities in 2005, Pittsburgh and

Ft. Myers, and have been very pleased with their performance. In addition to these expansion efforts, we continue to grow our flourishing network. With 33 new 737-700 Boeing aircraft deliveries and the retirement of our last five Boeing 737-200s, we increased our year-over-year capacity in 2005 by nearly 11 percent.

Following the devastation of Hurricane Katrina, we have continued to rebuild our New Orleans service and will be back up to 18 daily flights in March 2006, with more to come. We achieved a major milestone as Las Vegas McCarren International Airport became our first airport with more than 200 daily departures. We also made progress in our efforts to repeal the Wright Amendment. As a result of the enactment o f a 2005 federal transportation appropriations bill containing language that lifted the Wright A m e n d m e n t re s t r i c t i o n o n t h e s t a te o f M i ss o u r i ,

we initiated nonstop service from Dallas Love Field to St. Louis and Kansas City in December 2005.

We continued our efforts to expand Chicago Midway service during 2005, growing year-over-year capacity more than 40 percent. Chicago Midway is now tied with Phoenix Sky Harbor Airport as our second busiest airport at 200 daily flights. In December 2005, we completed a transaction with ATA Airlines, Inc. to acquire the leasehold rights to four additional gates at Chicago Midway, in exchange for a $20 million reduction

in our debtor-in-possession loan to ATA. We also enhanced our codeshare arrangement with ATA, subject to certain conditions, all of which must be fulfilled by February 28, 2006. In addition, we recently expanded our codeshare agreement to include ATA flights from DFW International Airport to Chicago Midway.

Looking forward into 2006, capacity growth is projected to be approximately eight percent, with a total of 33 planned Boeing 737-700 aircraft deliveries for the year. Our 62nd city, Denver, opened on January 3, 2006, and is off to a great start. Denver is a rich opportunity for growth and an exciting addition to the Southwest route system.

While 2006 will undoubtedly be full of challenges, we are financially well-positioned to aggressively take advantage of growth opportunities. Our People are adaptable and willing to change, and we are confident they will continue to do whatever it takes to keep Southwest on top.

“No other major airline has brought more value to more budget-conscious business travelers than Southwest. ...[T]his airline juggernaut now ranks as the largest carrier in the nation in terms of passengers carried. Once the model that low-fare carriers aspired to, Southwest has become the model for the entire airline industry....” –https://www.wendangku.net/doc/fc17845568.html,

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

12(D.C. Area)

(Southern Virginia)

(Boston Area)(Santa Fe Area)

(Miami Area)

Oakland

Los Angeles (LAX)San Diego

Phoenix

Tucson

Albuquerque

Amarillo Lubbock

Midland/

Odessa

El Paso

Dallas

(Love Field)

Austin

Houston

(Hobby)

Corpus Christi

Harlingen/South Padre Island

New Orleans

Birmingham

Nashville

Oklahoma City

Tulsa Omaha

Denver

Little Rock

St. Louis

Chicago

(Midway)

San Antonio

Sacramento

Burbank

Reno/Tahoe

Salt Lake City

Cleveland Providence Long Island/Islip Norfolk

Manchester

Detroit

Columbus

Kansas City

Louisville San Jose

Baltimore/(BWI)

Washington Portland

Boise Seattle/Tacoma

Spokane

Orange County Jacksonville

Ft. Lauderdale

Jackson

Ontario Raleigh-Durham

Hartford/Springfield

Albany

Philadelphia

Pittsburgh

West Palm Beach Orlando

Tampa Bay Ft. Myers/Naples

Buffalo/Niagara Falls

Indianapolis

Las Vegas

(San Francisco Area)

(Palm Springs Area)

(Boston Area)

22520017515012510075

San Diego 89

Orlando Los Angeles

Southwest’s Top Ten Airports — Daily Departures (at yearend)

Southwest System Map (at yearend)

Southwest’s Capacity By Region (at yearend)

Southwest’s Market Share (as of third quarter 2005)

(Southwest’s top 100 city-pair markets

based on passengers carried)

120

Dallas Love

168

Baltimore/Washington 200

200

Las Vegas

214

Phoenix Chicago Midway

135

Houston Hobby 133

Oakland

Service to Denver begins January 3, 2006Service to Ft. Myers began October 2, 2005Service to Pittsburgh began May 4, 2005

Flights from Love Field restricted to these states by the Wright Amendment (1979)Flights from Love Field expanded to these states by the Shelby Amendment (1997)

Flights from Love Field expanded to Missouri by amendment to appropriations bill (2005)

Southwest

63%

East 31%

California 18%

Remaining West

25%

Heartland 10%

Midwest 16%

Other Carriers

37%

ROSA PARKS, A TRUE FREEDOM FIGHTER

As a Company that cherishes Freedom, Southwest Airlines was proud to participate in final honors for one of our country’s great Freedom Fighters, Rosa Parks.

Left to right: Captain Richard Turner; Supervisors Yolanda Gabriel, Rita Tubilleja, and Renee Gordon; Chief Pilot Lou Freeman, the first African-American chief pilot for any major carrier; and First Officer Trevor Hinton. Captain Turner and First Officer Hinton served as pilots and pall bearers for Ms. Parks.

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005Quarterly Financial Data (Unaudited)

Commmon Stock Price Ranges and Dividends

Available Seat Miles (in millions)

Revenue Passenger Miles (in millions)

Passenger Load Factor

Three Months Ended Southwest’s common stock is listed on the New York Stock Exchange and is traded under the symbol LUV. The high, low, and close sales prices of the common stock on the Composite Tape and the quarterly dividends per share paid on the common stock were:PERIOD DIVIDENDS

HIGH

LOW

2005 1st Quarter $ 0.0045 $ 16.45 $ 13.60 $ 14.24 2nd Quarter 0.0045 15.50 13.56 13.93 3rd Quarter 0.0045 14.85 13.05 14.85 4th Quarter 0.0045

16.95

14.54

16.43

2004

1st Quarter $ 0.0045 $ 16.60 $ 12.88 $ 14.21 2nd Quarter 0.0045 17.06 13.56 16.77 3rd Quarter 0.0045 16.85 13.18 13.62 4th Quarter

0.0045

16.74

13.45

16.28 (in millions, except per share amounts)

March 31

June 30

September 30

December 31

2005

Operating revenues $ 1,663

$1,944

$1,989

$ 1,987

Operating income

106 277 273 163 Income before income taxes 114 256 368 136 Net income

76 159 227 86 Net income per share, basic .10 .20 .29 .1 Net income per share, diluted .09

.20

.28

.10

2004

Operating revenues $ 1,484

$1,716

$1,674

$ 1,655

Operating income

46 197 191 120 Income before income taxes 41 179 181 89 Net income

26 113 119 56 Net income per share, basic .03 .14 .15 .07 Net income per share, diluted

.03

.14

.15

.07 1

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005

TEN-YEAR SUMMARY Selected Consolidated Financial Data

(Dollars in millions, except per share amounts)2005 2004 Operating revenues:

Passenger(2) $ 7,279 $ 6,280 Freight 133117 Other(2)172133 Total operating revenues 7,584 6,530 Operating expenses 6,764 5,976 Operating income 820 554 Other expenses (income), net (54) 65 Income before income taxes 874 489 Provision for income taxes 326 176 Net income $ 548 $ 313 Net income per share, basic $ .70 $ .40 Net income per share, diluted $ .67 $ .38 Cash dividends per common share $ .0180 $ .0180 Total assets $ 14,218$ 11,337 Long-term debt less current maturities $ 1,394 $ 1,700 Stockholders’ equity $ 6,675 $ 5,524

CONSOLIDATED FINANCIAL RATIOS

Return on average total assets(6)4.3% 3.0% Return on average stockholders’ equity(6)9.0% 5.9% Operating margin 10.8% 8.5% Net margin(6)7.2% 4.8%

CONSOLIDATED OPERATING STATISTICS

Revenue passengers carried 77,693,875 70,902,773 Enplaned passengers 88,379,900 81,066,038 RPMs (000s) 60,223,100 53,418,353 ASMs (000s) 85,172,795 76,861,296 Passenger load factor 70.7% 69.5% Average length of passenger haul (miles) 775753 Average stage length (miles) 607 576 Trips flown 1,028,639 981,591 Average passenger fare(2) $93.68 $88.57 Passenger revenue yield per RPM(2) 12.09￠ 11.76￠Operating revenue yield per ASM 8.90￠ 8.50￠Operating expenses per ASM 7.94￠ 7.77￠Operating expenses per ASM, excluding fuel 6.37￠ 6.47￠Fuel cost per gallon (average) 103.3￠ 82.8￠Fuel consumed, in gallons (millions) 1,287 1,201 Number of Employees at yearend 31,729 31,011 Size of fleet at yearend(1)445 417

2003(4) 2002(3)

$ 5,741 $ 5,341

94 85

102 96

5,937 5,522

5,454 5,105

483 417

(225) 24

708 393

266 152 $ 442 $ 241 $ .56 $ .31 $ .54 $ .30 $ .0180 $ .0180 $ 9,878 $ 8,954 $ 1,332 $ 1,553 $ 5,052 $ 4,422

4.7% 2.7%

9.3% 5.7%

8.1% 7.6%

7.4% 4.4%

65,673,945 63,045,988

74,719,340 72,462,123

47,943,066 45,391,903

71,790,425 68,886,546

66.8% 65.9%

730 720

558 537 949,882 947,331

$87.42 $84.72

11.97￠ 11.77￠

8.27￠ 8.02￠

7.60￠ 7.41￠

6.44￠ 6.30￠

72.3￠ 68.0￠

1,1431,117

32,847 33,705

388 375

(1) Includes leased aircraft

(2) Includes effect of reclassification of revenue reported in 1999 through

1996 related to the sale of flight segment credits from Other to Passenger due to an accounting change in 2000

(3) Certain figures in 2001 and 2002 include special items related to the

September 11, 2001, terrorist attacks and Stabilization Act grant

(4) Certain figures in 2003 include special items related to the Wartime Act grant

(5) After cumulative effect of change in accounting principle

(6) Before cumulative effect of change in accounting principle

SOUTHWEST AIRLINES CO. ANNUAL REPORT 200515

2001(3)2000

$ 5,379 $ 5,468

91111

85 71

5,555 5,650

4,924 4,629

631 1,021

(197) 4

828 1,017

317 392 $ 511$ 603(5) $ .67 $ .81(5) $ .63 $ .76(5) $ .0180 $ .0148 $ 8,997 $ 6,670 $ 1,327 $ 761 $ 4,014 $ 3,451

6.5% 10.1%

13.7% 19.9%

11.4% 18.1%

9.2% 11.1%

64,446,773 63,678,261

73,628,723 72,566,817

44,493,916 42,215,162

65,295,290 59,909,965

68.1% 70.5%

690 663

514 492 940,426 903,754

$83.46 $85.87

12.09￠ 12.95￠

8.5 1￠ 9.43￠

7.54￠ 7.73￠

6.36￠ 6.38￠

70.9￠ 78.7￠

1,086 1,013

31,580 29,274

355 344

1999 1998

$ 4,563 $ 4,010

103 99

70 55

4,736 4,164

3,954 3,480

782 684

8 (21)

774 705

299 272

$ 475 $ 433

$ .63 $ .58

$ .59 $ .55

$ .0143 $ .0126

$ 5,654 $ 4,716

$ 872 $ 623

$ 2,836 $ 2,398

9.2% 9.7%

18.1% 19.7%

16.5% 16.4%

10.0% 10.4%

57,500,213 52,586,400

65,287,540 59,053,217

36,479,322 31,419,110

52,855,467 47,543,515

69.0% 66.1%

634 597

465 441

846,823 806,822

$79.35 $76.26

12.51￠ 12.76￠

8.96￠ 8.76￠

7.48￠ 7.32￠

6.55￠ 6.50￠

52.7￠ 45.7￠

924 843

27,653 25,844

312 280

1997 1996

$ 3,670 $ 3,285

95 80

52 41

3,8173,406

3,293 3,055

524 351

7 10

517341

199 134

$ 318$ 207

$ .43 $ .28

$ .41$ .27

$ .0098 $ .0087

$ 4,246 $ 3,723

$ 628 $ 650

$ 2,009 $ 1,648

8.0% 5.9%

17.4% 13.5%

13.7% 10.3%

8.3% 6.1%

50,399,960 49,621,504

55,943,540 55,372,361

28,355,169 27,083,483

44,487,496 40,727,495

63.7% 66.5%

563 546

425 410

786,288 748,634

$72.81 $66.20

12.94￠ 12.13￠

8.58￠ 8.36￠

7.40￠ 7.50￠

6.29￠ 6.31￠

62.5￠ 65.5￠

788 737

23,974 22,944

261243

Note: The schedule inside the front cover reconciles the non-GAAP financial measures included in this report to the most comparable GAAP financial measures. The special items, which are net of profitsharing and income taxes as appropriate, consist primarily of: charges resulting from the September 11, 2001, terrorist attacks (2001); certain passenger revenue adjustments (2001, 2002); government grants received under the Air Transportation Safety and System Stabilization Act as a result of the 2001 terrorist attacks (2001, 2002); government grants received under the Emergency Wartime Supplemental Appropriations Act as a result of the U.S. war with Iraq (2003); and unrealized gains or losses for derivative instruments associated with the Company’s fuel hedging program that settle in future accounting periods, recorded as a result of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (2001, 2002, 2003, 2004, 2005). In management’s view, comparative analysis of results can be enhanced by excluding the impact of these items as the amounts are not indicative of the Company’s operating performance for the applicable period, nor should they be considered in developing trend analysis for future periods.

SOUTHWEST AIRLINES CO. ANNUAL REPORT 2005 16

DIRECTORS

COLLEEN C. BARRETT

President and Corporate Secretary,

Southwest Airlines Co., Dallas, T exas

LOUIS CALDERA

President and Professor of Law at The University of New Mexico, Albuquerque,

New Mexico; Audit and Nominating and Corporate Governance Committees

C. WEBB CROCKETT

Attorney, Fennemore Craig,

Attorneys at Law, Phoenix, Arizona; Compensation and Nominating and Corporate Governance Committees

WILLIAM H. CUNNINGHAM, Ph.D.

James L. Bayless Professor of Marketing, University of T exas School of Business; Former Chancellor, The University of T exas System, Austin, T exas; Audit (Chairman) and Nominating and Corporate Governance Committees

WILLIAM P. HOBBY

Chairman of the Board, Hobby Communications, L.L.C.; Former Lieutenant Governor of T exas; Houston, T exas; Audit, Compensation (Chairman), and Nominating and Corporate Governance Committees

TRAVIS C. JOHNSON

Attorney at Law, El Paso, T exas;

Audit, Executive, and Nominating and Corporate Governance Committees HERBERT D. KELLEHER

Chairman of the Board, Southwest Airlines Co., Dallas, T exas; Executive Committee

GARY C. KELL Y

Vice Chairman and Chief Executive Officer, Southwest Airlines Co., Dallas, T exas

ROLLIN W. KING

Retired, Dallas, T exas;

Audit, Executive, and Nominating and Corporate Governance Committees

NANCY LOEFFLER

Longtime advocate of volunteerism,

San Antonio, T exas JOHN T. MONTFORD

Senior Vice President — State Legislative and

Regulatory Affairs, AT&T Western States, San

Antonio, T exas; Audit and Nominating and

Corporate Governance (Chairman)

Committees

JUNE M. MORRIS

Founder and former Chief Executive Officer,

Morris Air Corporation, Salt Lake City, Utah;

Audit, Compensation, and Nominating and

Corporate Governance Committees

OFFICERS

GARY C. KELL Y*

Vice Chairman and Chief Executive Officer

COLLEEN C. BARRETT*

President and Corporate Secretary

DONNA D. CONOVER*

Executive Vice President — Customer

Operations

MICHAEL G. VAN DE VEN*

Executive Vice President — Aircraft

Operations

GINGER C. HARDAGE*

Senior Vice President — Corporate

Communications

ROBERT E. JORDAN*

Senior Vice President — Enterprise Spend

Management

TOM NEALON*

Senior Vice President — T echnology and Chief

Information Officer

RON RICKS*

Senior Vice President — Law, Airports, and

Public Affairs

JOYCE C. ROGGE*

Senior Vice President — Marketing

LAURA H. WRIGHT*

Senior Vice President — Finance and Chief

Financial Officer

GREG WELLS

Senior Vice President — Ground Operations

DEBORAH ACKERMAN

Vice President and General Counsel

BARRY BROWN

Vice President — Safety and Security

GREGORY N. CRUM

Vice President — Flight Operations

JOE HARRIS

Vice President — Labor and Employee

Relations

CAMILLE T. KEITH

Vice President — Special Marketing

DARYL KRAUSE

Vice President — Inflight Services

KEVIN M. KRONE

Vice President — Marketing, Sales, and

Distribution

JEFF LAMB

Vice President — People and Leadership

Development

PETE MCGLADE

Vice President — Schedule Planning

BOB MONTGOMERY

Vice President — Properties

ROB MYRBEN

Vice President — Fuel Management

TAMMY ROMO

Vice President — Controller

JAMES A. RUPPEL

Vice President — Customer Relations and

Rapid Rewards

LINDA B. RUTHERFORD

Vice President — Public Relations and

Community Affairs

RAY SEARS

Vice President — Purchasing

JIM SOKOL

Vice President — Maintenance and

Engineering

KEITH L. TAYLOR

Vice President — Revenue Management

ELLEN TORBERT

Vice President — Reservations

CHRIS WAHLENMAIER

Vice President — Station Operations

*Member of Executive Planning Committee

TRANSFER AGENT AND REGISTRAR Registered shareholder inquiries regarding stock transfers, address changes, lost stock certificates, dividend payments, or account consolidation should be directed to:

Wells Fargo Shareowner Services

161 N. Concord Exchange

South St. Paul, MN 55075

(866) 877-6206 (651) 450-4064

https://www.wendangku.net/doc/fc17845568.html,

STOCK EXCHANGE LISTING

New York Stock Exchange

Ticker Symbol: LUV

INDEPENDENT AUDITORS

Ernst & Young LLP

Dallas, Texas GENERAL OFFICES

P.O. Box 36611

Dallas, Texas 75235-1611

FINANCIAL INFORMATION

A copy of the Company’s Annual Report on

Form 10-K as filed with the U.S. Securities

and Exchange Commission (SEC) is included

herein. Other financial information can be

found on Southwest’s web site (https://www.wendangku.net/doc/fc17845568.html,)

or may be obtained without charge by

writing or calling:

Southwest Airlines Co.

Investor Relations

P.O. Box 36611

Dallas, Texas 75235-1611

Telephone (214) 792-4908

WEB SITES

https://www.wendangku.net/doc/fc17845568.html,

ANNUAL MEETING

The Annual Meeting of Shareholders of

Southwest Airlines Co. will be held at 10:00 a.m.

on May 17, 2006, at the Southwest Airlines

Corporate Headquarters, 2702 Love Field

Drive, Dallas, Texas.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

￥ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

n TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-7259

Southwest Airlines Co.

(Exact name of registrant as specified in its charter)

Texas74-1563240

(State or other jurisdiction of(I.R.S. employer

incorporation or organization)identification no.)

P.O. Box 36611

Dallas, Texas75235-1611

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:

(214) 792-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered Common Stock ($1.00 par value)New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes￥No n

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes n No￥

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes￥No n Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.￥

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ""accelerated filer and large accelerated filer'' in Rule 12b-2 of the Exchange Act.

Large accelerated filer￥Accelerated filer n Non-accelerated filer n

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

The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $10,876,320,000, computed by reference to the closing sale price of the stock on the New York Stock Exchange on June 30, 2005, the last trading day of the registrant's most recently completed second fiscal quarter.

Number of shares of Common Stock outstanding as of the close of business on January 24, 2006: 804,661,597 shares

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for Annual Meeting of

Shareholders, May 17, 2006:PART III

TABLE OF CONTENTS

PART I

Item 1.Business?????????????????????????????????????????????????????????????????????1 Item 1A.Risk Factors??????????????????????????????????????????????????????????????????6 Item 1B.Unresolved Staff Comments??????????????????????????????????????????????????????8 Item 2.Properties????????????????????????????????????????????????????????????????????8 Item 3.Legal Proceedings?????????????????????????????????????????????????????????????9 Item 4.Submission of Matters to a Vote of Security Holders??????????????????????????????????9

PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities???????????????????????????????????????????????????????????????10 Item 6.Selected Financial Data?????????????????????????????????????????????????????????11 Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations??????12 Liquidity and Capital Resources???????????????????????????????????????????????????19

Off-Balance Sheet Arrangements, Contractual Obligations, and Contingent Liabilities and

Commitments?????????????????????????????????????????????????????????????????20

Critical Accounting Policies and Estimates??????????????????????????????????????????21

Forward-Looking Statements?????????????????????????????????????????????????????25 Item 7A.Qualitative and Quantitative Disclosures About Market Risk?????????????????????????????25 Item 8.Financial Statements and Supplementary Data Southwest Airlines Co. Consolidated Balance Sheet????????????????????????????????????????????????????????????????????????28

Southwest Airlines Co. Consolidated Statement of Income??????????????????????????????29

Southwest Airlines Co. Consolidated Statement of Stockholders' Equity????????????????????30

Southwest Airlines Co. Consolidated Statement of Cash Flows???????????????????????????31

Notes To Consolidated Financial Statements?????????????????????????????????????????32 Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure????52 Item 9A.Controls and Procedures????????????????????????????????????????????????????????52 Item 9B.Other Information?????????????????????????????????????????????????????????????53

PART III

Item 10.Directors and Executive Officers of the Registrant????????????????????????????????????53 Item 11.Executive Compensation?????????????????????????????????????????????????????????53 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters??????????????????????????????????????????????????????????????????????53 Item 13.Certain Relationships and Related Transactions??????????????????????????????????????53 Item 14.Principal Accountant Fees and Services?????????????????????????????????????????????53

PART IV

Item 15.Exhibits and Financial Statement Schedules??????????????????????????????????????????54 Signatures?????????????????????????????????????????????????????????????????????????????58

PART I excluding fuel taxes, over the past five years was as

follows:

Item 1.Business Cost Average Cost Percent of

Year(Millions)Per Gallon Operating Expenses Description of Business

2001?????$771$.7115.6% Southwest Airlines Co. (""Southwest'' or the2002?????$762$.6814.9% ""Company'') is a major domestic airline that provides

2003?????$830$.7215.2% point-to-point, low-fare service. Historically, routes

2004?????$1,000$.8316.7% served by Southwest had been predominantly short-haul,

2005?????$1,342$1.0319.8% with high frequencies. In recent years, the Company has

complemented this service with more medium to long-

From October 1, 2005, through December 31, haul routes, including transcontinental service. South-

2005, the average cost per gallon was $1.20. See west was incorporated in Texas in 1967 and com-

""Management's Discussion and Analysis of Financial menced Customer Service on June 18, 1971, with three

Condition and Results of Operations'' for a discussion of Boeing 737 aircraft serving three Texas citiesìDallas,

fuel costs and more detail on Southwest's fuel hedging Houston, and San Antonio.

activities.

At year-end 2005, Southwest operated 445 Boeing

737 aircraft and provided service to 61 cities in 31 states Regulation

throughout the United States. Based on monthly data

Economic.The Dallas Love Field section of the for October 2005 (the latest available data), Southwest

International Air Transportation Competition Act of Airlines is the largest carrier in the United States based

1979, as amended in 1997 and 2005 (commonly on originating domestic passengers boarded and sched-

known as the ""Wright Amendment''), as it affects uled domestic departures. The Company began service

Southwest's scheduled service, provides that no common to Pittsburgh, Pennsylvania in May 2005, Ft. Myers,

carrier may provide scheduled passenger air transporta-Florida in October 2005, and Denver, Colorado in

tion for compensation between Love Field and one or January 2006.

more points outside Texas, except that an air carrier One of Southwest's primary competitive strengths may transport individuals by air on a flight between is its low operating costs. Southwest has the lowest Love Field and one or more points within the states of costs, adjusted for stage length, on a per mile basis, of Alabama, Arkansas, Kansas, Louisiana, Mississippi, all the major airlines. Among the factors that contribute Missouri, New Mexico, Oklahoma, and Texas if to its low cost structure are a single aircraft type, an(a) ""such air carrier does not offer or provide any efficient, high-utilization, point-to-point route struc-through service or ticketing with another air carrier'' ture, and hardworking, innovative, and highly produc-and (b) ""such air carrier does not offer for sale tive Employees.transportation to or from, and the flight or aircraft does

not serve, any point which is outside any such states.'' The business of the Company is somewhat sea-

The Wright Amendment does not restrict flights oper-sonal. Quarterly operating income and, to a lesser

ated with aircraft having 56 or fewer passenger seats. extent, revenues tend to be lower in the first quarter

The Wright Amendment does not restrict Southwest's (January 1-March 31) and fourth quarter (Octo-

intrastate Texas flights or its air service from points ber 1-December 31) of most years.

other than Love Field.

Southwest's filings with the Securities and Ex-

The Department of Transportation (""DOT'') has change Commission (""SEC''), including its annual

significant regulatory jurisdiction over passenger air-report on Form 10-K, quarterly reports on Form 10-Q,

lines. Unless exempted, no air carrier may furnish air current reports on Form 8-K and amendments to those

transportation over any route without a DOT certificate reports, are accessible free of charge at

of public convenience and necessity, which does not https://www.wendangku.net/doc/fc17845568.html,.

confer either exclusive or proprietary rights. The Com-

pany's certificates are unlimited in duration and permit Fuel

the Company to operate among any points within the The cost of fuel is an item that has significant United States, its territories and possessions, except as impact on the Company's operating results. The Com-limited by the Wright Amendment, as do the certifi-pany's average cost of jet fuel, net of hedging gains and cates of all other U.S. carriers. DOT may revoke such