filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
Southwest Airlines Co.
Condensed Consolidated Balance Sheet
(in millions)
(unaudited)
| March 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 8,367 | $ | 9,288 | |||||||
| Short-term investments | 2,145 | 2,186 | |||||||||
| Accounts and other receivables | 1,354 | 1,154 | |||||||||
| Inventories of parts and supplies, at cost | 812 | 807 | |||||||||
| Prepaid expenses and other current assets | 603 | 520 | |||||||||
| Total current assets | 13,281 | 13,955 | |||||||||
| Property and equipment, at cost: | |||||||||||
| Flight equipment | 26,131 | 26,060 | |||||||||
| Ground property and equipment | 7,500 | 7,460 | |||||||||
| Deposits on flight equipment purchase contracts | 395 | 236 | |||||||||
| Assets constructed for others | 71 | 62 | |||||||||
| 34,097 | 33,818 | ||||||||||
| Less allowance for depreciation and amortization | 14,536 | 14,443 | |||||||||
| 19,561 | 19,375 | ||||||||||
| Goodwill | 970 | 970 | |||||||||
| Operating lease right-of-use assets | 1,182 | 1,223 | |||||||||
| Other assets | 1,024 | 964 | |||||||||
| $ | 36,018 | $ | 36,487 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,949 | $ | 1,862 | |||||||
| Accrued liabilities | 2,400 | 3,606 | |||||||||
| Current operating lease liabilities | 206 | 208 | |||||||||
| Air traffic liability | 7,642 | 6,551 | |||||||||
| Current maturities of long-term debt | 28 | 29 | |||||||||
| Total current liabilities | 12,225 | 12,256 | |||||||||
| Long-term debt less current maturities | 7,974 | 7,978 | |||||||||
| Air traffic liability - noncurrent | 1,752 | 1,728 | |||||||||
| Deferred income taxes | 1,981 | 2,044 | |||||||||
| Noncurrent operating lease liabilities | 953 | 985 | |||||||||
| Other noncurrent liabilities | 937 | 981 | |||||||||
| Stockholders' equity: | |||||||||||
| Common stock | 888 | 888 | |||||||||
| Capital in excess of par value | 4,138 | 4,153 | |||||||||
| Retained earnings | 15,959 | 16,297 | |||||||||
| Accumulated other comprehensive income | 19 | — | |||||||||
| Treasury stock, at cost | (10,808) | (10,823) | |||||||||
| Total stockholders' equity | 10,196 | 10,515 | |||||||||
| $ | 36,018 | $ | 36,487 |
See accompanying notes.
Southwest Airlines Co.
Condensed Consolidated Statement of Comprehensive Loss
(in millions, except per share amounts)
(unaudited)
| Three months ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| OPERATING REVENUES: | |||||||||||||||||||||||
| Passenger | $ | 5,712 | $ | 5,105 | |||||||||||||||||||
| Freight | 42 | 41 | |||||||||||||||||||||
| Other | 575 | 560 | |||||||||||||||||||||
| Total operating revenues | 6,329 | 5,706 | |||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Salaries, wages, and benefits | 2,940 | 2,478 | |||||||||||||||||||||
| Fuel and oil | 1,531 | 1,547 | |||||||||||||||||||||
| Maintenance materials and repairs | 361 | 240 | |||||||||||||||||||||
| Landing fees and airport rentals | 464 | 408 | |||||||||||||||||||||
| Depreciation and amortization | 408 | 365 | |||||||||||||||||||||
| Other operating expenses | 1,018 | 952 | |||||||||||||||||||||
| Total operating expenses | 6,722 | 5,990 | |||||||||||||||||||||
| OPERATING LOSS | (393) | (284) | |||||||||||||||||||||
| OTHER EXPENSES (INCOME): | |||||||||||||||||||||||
| Interest expense | 65 | 66 | |||||||||||||||||||||
| Capitalized interest | (7) | (6) | |||||||||||||||||||||
| Interest income | (141) | (125) | |||||||||||||||||||||
| Other gains, net | (12) | (14) | |||||||||||||||||||||
| Total other income | (95) | (79) | |||||||||||||||||||||
| LOSS BEFORE INCOME TAXES | (298) | (205) | |||||||||||||||||||||
| BENEFIT FOR INCOME TAXES | (67) | (46) | |||||||||||||||||||||
| NET LOSS | $ | (231) | $ | (159) | |||||||||||||||||||
| NET LOSS PER SHARE, BASIC | $ | (0.39) | $ | (0.27) | |||||||||||||||||||
| NET LOSS PER SHARE, DILUTED | $ | (0.39) | $ | (0.27) | |||||||||||||||||||
| COMPREHENSIVE LOSS | $ | (212) | $ | (306) | |||||||||||||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | |||||||||||||||||||||||
| Basic | 597 | 594 | |||||||||||||||||||||
| Diluted | 597 | 594 |
See accompanying notes.
Southwest Airlines Co.
Condensed Consolidated Statement of Stockholders' Equity
(in millions, except per share amounts)
(unaudited)
| Common Stock | Capital in excess of par value | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Total | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 888 | $ | 4,153 | $ | 16,297 | $ | — | $ | (10,823) | $ | 10,515 | ||||||||||||||||||||||||||
| Issuance of common and treasury stock pursuant to Employee stock plans | — | (25) | — | — | 15 | (10) | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | 10 | — | — | — | 10 | ||||||||||||||||||||||||||||||||
| Cash dividends, $0.18 per share | — | — | (107) | — | — | (107) | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | (231) | 19 | — | (212) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | 888 | $ | 4,138 | $ | 15,959 | $ | 19 | $ | (10,808) | $ | 10,196 | ||||||||||||||||||||||||||
| Common Stock | Capital in excess of par value | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Total | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 888 | $ | 4,037 | $ | 16,261 | $ | 344 | $ | (10,843) | $ | 10,687 | ||||||||||||||||||||||||||
| Issuance of common and treasury stock pursuant to Employee stock plans | — | 1 | — | — | 7 | 8 | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | 20 | — | — | — | 20 | ||||||||||||||||||||||||||||||||
| Cash dividends, $0.18 per share | — | — | (107) | — | — | (107) | ||||||||||||||||||||||||||||||||
| Comprehensive loss | — | — | (159) | (147) | — | (306) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | 888 | $ | 4,058 | $ | 15,995 | $ | 197 | $ | (10,836) | $ | 10,302 | ||||||||||||||||||||||||||
See accompanying notes.
Southwest Airlines Co.
Condensed Consolidated Statement of Cash Flows
(in millions)
(unaudited)
| Three months ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||||
| Net loss | $ | (231) | $ | (159) | |||||||||||||||||||
| Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | 408 | 365 | |||||||||||||||||||||
| Unrealized mark-to-market adjustment on available for sale securities | — | (4) | |||||||||||||||||||||
| Unrealized/realized loss on fuel derivative instruments | 1 | — | |||||||||||||||||||||
| Deferred income taxes | (68) | (52) | |||||||||||||||||||||
| Changes in certain assets and liabilities: | |||||||||||||||||||||||
| Accounts and other receivables | (308) | (232) | |||||||||||||||||||||
| Other assets | (14) | 50 | |||||||||||||||||||||
| Accounts payable and accrued liabilities | (897) | (72) | |||||||||||||||||||||
| Air traffic liability | 1,115 | 947 | |||||||||||||||||||||
| Other liabilities | (71) | (47) | |||||||||||||||||||||
| Cash collateral received from (provided to) derivative counterparties | — | (30) | |||||||||||||||||||||
| Other, net | (39) | (60) | |||||||||||||||||||||
| Net cash provided by (used in) operating activities | (104) | 706 | |||||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||||
| Capital expenditures | (583) | (1,046) | |||||||||||||||||||||
| Assets constructed for others | (9) | (6) | |||||||||||||||||||||
| Purchases of short-term investments | (1,678) | (2,204) | |||||||||||||||||||||
| Proceeds from sales of short-term and other investments | 1,720 | 1,679 | |||||||||||||||||||||
| Other, net | (35) | — | |||||||||||||||||||||
| Net cash used in investing activities | (585) | (1,577) | |||||||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||||
| Proceeds from Employee stock plans | 15 | 9 | |||||||||||||||||||||
| Payments of long-term debt and finance lease obligations | (8) | (59) | |||||||||||||||||||||
| Payments of cash dividends | (215) | (214) | |||||||||||||||||||||
| Other, net | (24) | 2 | |||||||||||||||||||||
| Net cash used in financing activities | (232) | (262) | |||||||||||||||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (921) | (1,133) | |||||||||||||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 9,288 | 9,492 | |||||||||||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 8,367 | $ | 8,359 | |||||||||||||||||||
| CASH PAYMENTS FOR: | |||||||||||||||||||||||
| Interest, net of amount capitalized | $ | 18 | $ | 19 | |||||||||||||||||||
| Income taxes | $ | 3 | $ | 2 | |||||||||||||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: | |||||||||||||||||||||||
| Right-of-use assets acquired under operating leases | $ | 16 | $ | 47 | |||||||||||||||||||
See accompanying notes.
Southwest Airlines Co.
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. New Accounting Pronouncements
3. Financial Derivative Instruments
8. Supplemental Financial Information
9. Commitments and Contingencies
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
- BASIS OF PRESENTATION
Southwest Airlines Co. (the "Company" or "Southwest") operates Southwest Airlines, a major passenger airline that provides scheduled air transportation in the United States and near-international markets. The unaudited Condensed Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries.
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. These events also created a deceleration in bookings, primarily isolated to January and February 2023, as well as increased first quarter 2023 expenses by approximately $55 million, which are included in the accompanying unaudited Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2023. These first quarter 2023 expenses included reimbursements to Customers impacted by the cancellations for costs they incurred in excess of the amounts accrued as of December 31, 2022, adjustments to the estimated value of Rapid Rewards points offered as a gesture of goodwill to Customers as a result of changes in the estimates of the points expected to be redeemed, and additional premium pay and additional compensation for Employees directly or indirectly impacted by the cancellations and recovery efforts.
Based on the Company's wide-scale operational disruption, 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 accompanying unaudited Condensed Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States ("GAAP") for complete financial statements. The unaudited Condensed Consolidated Financial Statements for the interim periods ended March 31, 2024 and 2023 include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments and elimination of significant intercompany transactions. Financial results for the Company and airlines in general can be seasonal in nature. In many years, the Company's revenues, as well as its Operating income and Net income, have performed better in its second and third fiscal quarters than in its first and fourth fiscal quarters. Air travel is also significantly impacted by general economic conditions, the amount of disposable income available to consumers and changes in consumer behavior, unemployment levels, corporate travel budgets, global pandemics, extreme or severe weather and natural disasters, fears of terrorism or war, governmental actions, and other factors beyond the Company's control. These and other factors, such as the price of jet fuel in some periods, the nature of the Company's fuel hedging program, and the periodic volatility of commodities used by the Company for hedging jet fuel, have created, and may continue to create, significant volatility in the Company's financial results. See Note 3 for further information on fuel and the Company's hedging program. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for future quarters or for the year ended December 31, 2024. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
- 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
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
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 is evaluating this new standard but does not expect it to have a significant impact on its financial statement presentation or results.
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, but early adoption is permitted. The Company is evaluating this new standard but does not expect it to have a significant impact on its financial statement presentation or results.
- 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 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 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.
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
As of March 31, 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 hedging on an economic basis:
| Maximum fuel hedged as of | |||||||||||||||||
| March 31, 2024 | Derivative underlying commodity type as of | ||||||||||||||||
| Period (by year) | (gallons in millions) (a) | March 31, 2024 | |||||||||||||||
| Remainder of 2024 | 949 | West Texas Intermediate ("WTI") crude oil, Brent crude oil, and Heating oil | |||||||||||||||
| 2025 | 1,033 | Brent crude oil | |||||||||||||||
| 2026 | 718 | 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 and the Company's flight schedule fluctuate.
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 derivative instrument portfolio, any subsequent changes in fair value of those positions are marked to market through the unaudited Condensed Consolidated Statement of Comprehensive Loss. 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 Loss**.** 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 Loss. The Company did not have any such situations where a derivative ceased to qualify for hedge accounting during 2023, or during the three months ended March 31, 2024.
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:
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| Asset derivatives | Liability derivatives | |||||||||||||||||||||||||||||||
| Balance Sheet | Fair value at | Fair value at | Fair value at | Fair value at | ||||||||||||||||||||||||||||
| (in millions) | location | 3/31/2024 | 12/31/2023 | 3/31/2024 | 12/31/2023 | |||||||||||||||||||||||||||
| Derivatives designated as hedges (a) | ||||||||||||||||||||||||||||||||
| Fuel derivative contracts (gross) | Prepaid expenses and other current assets | $ | 113 | $ | 86 | $ | — | $ | — | |||||||||||||||||||||||
| Fuel derivative contracts (gross) | Other assets | 148 | 137 | — | — | |||||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | 261 | $ | 223 | $ | — | $ | — | ||||||||||||||||||||||||
| Derivatives not designated as hedges (a) | ||||||||||||||||||||||||||||||||
| Fuel derivative contracts (gross) | Prepaid expenses and other current assets | $ | 19 | $ | — | $ | 23 | $ | — | |||||||||||||||||||||||
| Total derivatives | $ | 280 | $ | 223 | $ | 23 | $ | — |
(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 Sheet | March 31, | December 31, | ||||||||||||||||||
| (in millions) | location | 2024 | 2023 | |||||||||||||||||
| Cash collateral deposits held from counterparties for fuel contracts - current | Offset against Prepaid expenses and other current assets | $ | 18 | $ | 15 | |||||||||||||||
| Cash collateral deposits held from counterparties for fuel contracts - noncurrent | Offset against Other assets | 32 | 35 | |||||||||||||||||
| Receivable from third parties for fuel contracts | Accounts and other receivables | 8 | 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 its fuel derivative instruments are in a net asset position with a counterparty, cash collateral amounts held are first netted against current outstanding derivative asset amounts associated with that counterparty until that balance is zero, and then any remainder is applied against the fair value of noncurrent outstanding derivative instruments.
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:
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| Offsetting of derivative assets | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| (i) | (ii) | (iii) = (i) + (ii) | (i) | (ii) | (iii) = (i) + (ii) | ||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Description | Balance Sheet location | Gross amounts of recognized assets | Gross amounts offset in the Balance Sheet | Net amounts of assets presented in the Balance Sheet | Gross amounts of recognized assets | Gross amounts offset in the Balance Sheet | Net amounts of assets presented in the Balance Sheet | ||||||||||||||||||||||||||||||||||||||||
| Fuel derivative contracts | Prepaid expenses and other current assets | $ | 132 | $ | (41) | $ | 91 | $ | 86 | $ | (15) | $ | 71 | ||||||||||||||||||||||||||||||||||
| Fuel derivative contracts | Other assets | $ | 148 | $ | (32) | $ | 116 | (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) | ||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Description | Balance Sheet location | Gross amounts of recognized liabilities | Gross amounts offset in the Balance Sheet | Net amounts of liabilities presented in the Balance Sheet | Gross amounts of recognized liabilities | Gross amounts offset in the Balance Sheet | Net amounts of liabilities presented in the Balance Sheet | ||||||||||||||||||||||||||||||||||||||||
| Fuel derivative contracts | Prepaid expenses and other current assets | $ | 41 | $ | (41) | $ | — | $ | 15 | $ | (15) | $ | — | ||||||||||||||||||||||||||||||||||
| Fuel derivative contracts | Other assets | $ | 32 | $ | (32) | $ | — | (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.
The following tables present the impact of derivative instruments and their location within the unaudited Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2024 and 2023:
| Location and amount recognized in income on cash flow and fair value hedging relationships | ||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2024 | Three months ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Fuel and oil | Other operating expenses | Fuel and oil | Other operating expenses | ||||||||||||||||||||||||||||||||||
| Total | $ | 22 | $ | 2 | $ | (28) | $ | 2 | ||||||||||||||||||||||||||||||
| (Gain) loss on cash flow hedging relationships | ||||||||||||||||||||||||||||||||||||||
| Commodity contracts: | ||||||||||||||||||||||||||||||||||||||
| Amount of (gain) loss reclassified from AOCI into income | 22 | — | (28) | — | ||||||||||||||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||||||||||||||
| Amount of loss reclassified from AOCI into income | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||||
| Notes to Condensed Consolidated Financial Statements | 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 | |||||||||||
| Three months ended | |||||||||||
| March 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Fuel derivative contracts | $ | (1) | $ | 125 | |||||||
| Other | — | 2 | |||||||||
| Total | $ | (1) | $ | 127 |
| Derivatives not designated as hedges | |||||||||||||||||
| (Gain) loss recognized in income on derivatives | |||||||||||||||||
| Three months ended | Location of (gain) loss recognized in income on derivatives | ||||||||||||||||
| March 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | |||||||||||||||
| Fuel derivative contracts | $ | 1 | $ | — | Other (gains) losses, net | ||||||||||||
The Company also recorded expense associated with premiums paid for fuel derivative contracts that settled/expired during the three months ended March 31, 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) and losses, net. The following table presents the impact of premiums paid for fuel derivative contracts and their location within the unaudited Condensed Consolidated Statement of Comprehensive Loss during the period the contract settles:
| Premium expense recognized in income on derivatives | |||||||||||||||||
| Three months ended | Location of premium expense recognized in income on derivatives | ||||||||||||||||
| March 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | |||||||||||||||
| Fuel derivative contracts designated as hedges | $ | 39 | $ | 30 | Fuel and oil | ||||||||||||
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 March 31, 2024, recorded in AOCI, were approximately $34 million in unrealized losses, net of taxes, which are expected to be realized in the unaudited Condensed Consolidated Statement of Comprehensive Loss during the twelve months subsequent to March 31, 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 March 31, 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 three months ended March 31, 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 Loss. All interest rate swap agreements were terminated prior to December 31, 2023.
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
Credit Risk and Collateral
Credit exposure related to fuel derivative instruments is represented by the fair value of contracts that are an asset to the Company at the reporting date. At such times, these outstanding instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company has not experienced any significant credit loss as a result of counterparty nonperformance in the past. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market position of the fuel hedging program and its relative market position with each counterparty. As of March 31, 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 March 31, 2024, at which such postings are triggered:
| Counterparty (CP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | A | B | C | D | E | F | G | H | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of fuel derivatives | $ | 55 | $ | 29 | $ | 32 | $ | 17 | $ | 53 | $ | 23 | $ | 32 | $ | 16 | $ | 257 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash collateral held from CP | 50 | — | — | — | — | — | — | — | 50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option to substitute LC for cash | N/A | N/A | (a) | (a) | (a) | N/A | (a) | N/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) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash is received from CP | >0(b) | >150(b) | >250(b) | >125(b) | >100(b) | >70(b) | >100(b) | >100(b) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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.
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
- COMPREHENSIVE LOSS
Comprehensive income (loss) 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 loss and Comprehensive loss for the three months ended March 31, 2024 and 2023 were as follows:
| Three months ended March 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| NET LOSS | $ | (231) | $ | (159) | |||||||
| Unrealized gain (loss) on fuel derivative instruments, net of deferred taxes of $6 and ($44) | 17 | (147) | |||||||||
| Other, net of deferred taxes of $— and $— | 2 | — | |||||||||
| Total other comprehensive income (loss) | $ | 19 | $ | (147) | |||||||
| COMPREHENSIVE LOSS | $ | (212) | $ | (306) |
A rollforward of the amounts included in AOCI, net of taxes, is shown below for the three months ended March 31, 2024:
| (in millions) | Fuel derivatives | Defined benefit plan items | Other | Deferred tax impact | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | (135) | $ | 149 | $ | (15) | $ | 1 | $ | — | |||||||||||||||||||||||||
| Changes in fair value | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||
| Reclassification to earnings | 22 | — | 2 | (6) | 18 | ||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | (112) | $ | 149 | $ | (13) | $ | (5) | $ | 19 |
The following table illustrates the significant amounts reclassified out of each component of AOCI for the three months ended March 31, 2024:
| Three months ended March 31, 2024 | ||||||||||||||
| (in millions) | Amounts reclassified from AOCI | Affected line item in the unaudited Condensed Consolidated Statement of Comprehensive Loss | ||||||||||||
| AOCI components | ||||||||||||||
| Unrealized loss on fuel derivative instruments | $ | 22 | Fuel and oil expense | |||||||||||
| 6 | Less: Tax expense | |||||||||||||
| $ | 16 | Net of tax | ||||||||||||
| Other | $ | 2 | Other operating expenses | |||||||||||
| — | Less: Tax expense | |||||||||||||
| $ | 2 | Net of tax | ||||||||||||
| Total reclassifications for the period | $ | 18 | Net of tax |
- REVENUE
Passenger Revenues
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
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 months ended March 31, 2024 and 2023:
| Three months ended March 31, | |||||||||||||||||||||||
| (in millions) | 2024 | 2023 | |||||||||||||||||||||
| Passenger non-loyalty | $ | 4,680 | $ | 4,082 | |||||||||||||||||||
| Passenger loyalty - air transportation | 799 | 825 | |||||||||||||||||||||
| Passenger ancillary sold separately | 233 | 198 | |||||||||||||||||||||
| Total passenger revenues | $ | 5,712 | $ | 5,105 |
As of March 31, 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) | March 31, 2024 | December 31, 2023 | |||||||||
| Air traffic liability - passenger travel and ancillary passenger services | $ | 4,407 | $ | 3,363 | |||||||
| Air traffic liability - loyalty program | 4,987 | 4,916 | |||||||||
| Total Air traffic liability | $ | 9,394 | $ | 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 reflected net of associated breakage. Rollforwards of the Company's Air traffic liability - loyalty program for the three months ended March 31, 2024 and 2023 were as follows:
| Three months ended March 31, | |||||||||||||||||||||||
| (in millions) | 2024 | 2023 | |||||||||||||||||||||
| Air traffic liability - loyalty program - beginning balance | $ | 4,916 | $ | 5,189 | |||||||||||||||||||
| Amounts deferred associated with points awarded | 893 | 846 | |||||||||||||||||||||
| Revenue recognized from points redeemed - Passenger | (799) | (825) | |||||||||||||||||||||
| Revenue recognized from points redeemed - Other | (23) | (20) | |||||||||||||||||||||
| Air traffic liability - loyalty program - ending balance | $ | 4,987 | $ | 5,190 |
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 March 31, 2024 and 2023 were as follows:
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| Three months ended March 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Air traffic liability - beginning balance | $ | 8,279 | $ | 8,250 | |||||||
| Current period sales (a) | 6,850 | 6,072 | |||||||||
| Revenue from amounts included in contract liability opening balances | (2,557) | (2,568) | |||||||||
| Revenue from current period sales | (3,178) | (2,557) | |||||||||
| Air traffic liability - ending balance | $ | 9,394 | $ | 9,197 |
(a)Current period sales includes 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. The amount of Customer flight credits represents approximately 6 percent and 8 percent of the total Air traffic liability balance as of March 31, 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 March 31, 2024 and 2023, the Company recognized $542 million and $521 million, respectively.
- NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share (in millions, except per share amounts). Basic net loss per share is calculated by dividing net loss by the weighted average of shares outstanding during the period. Diluted net loss 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.
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||||
| NUMERATOR: | ||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (231) | $ | (159) | ||||||||||||||||||||||
| DENOMINATOR: | ||||||||||||||||||||||||||
| Weighted-average shares outstanding, basic and diluted | 597 | 594 | ||||||||||||||||||||||||
| NET LOSS PER SHARE: | ||||||||||||||||||||||||||
| Basic | $ | (0.39) | $ | (0.27) | ||||||||||||||||||||||
| Diluted | $ | (0.39) | $ | (0.27) | ||||||||||||||||||||||
| Antidilutive amounts excluded from calculations: | ||||||||||||||||||||||||||
| Convertible debt | 43 | 42 | ||||||||||||||||||||||||
| Restricted stock units | 3 | 3 | ||||||||||||||||||||||||
| Stock warrants | 2 | 1 |
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
- FAIR VALUE MEASUREMENTS
Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of March 31, 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 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, net line, respectively, of the unaudited Condensed Consolidated Statement of Comprehensive Loss.
| Notes to Condensed Consolidated Financial Statements | 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 March 31, 2024, and December 31, 2023:
| Fair value measurements at reporting date using: | ||||||||||||||||||||||||||
| Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | ||||||||||||||||||||||||
| Description | March 31, 2024 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
| Assets | (in millions) | |||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Cash equivalents (a) | $ | 8,119 | $ | 8,119 | $ | — | $ | — | ||||||||||||||||||
| Commercial paper | 135 | — | 135 | — | ||||||||||||||||||||||
| Certificates of deposit | 13 | — | 13 | — | ||||||||||||||||||||||
| Time deposits | 100 | — | 100 | — | ||||||||||||||||||||||
| Short-term investments: | ||||||||||||||||||||||||||
| Treasury bills | 1,934 | 1,934 | — | — | ||||||||||||||||||||||
| Certificates of deposit | 211 | — | 211 | — | ||||||||||||||||||||||
| Fuel derivatives: | ||||||||||||||||||||||||||
| Option contracts (b) | 280 | — | — | 280 | ||||||||||||||||||||||
| Equity Securities | 286 | 286 | — | — | ||||||||||||||||||||||
| Total assets | $ | 11,078 | $ | 10,339 | $ | 459 | $ | 280 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Fuel derivatives: | ||||||||||||||||||||||||||
| Option contracts (b) | $ | (23) | $ | — | $ | — | $ | (23) | ||||||||||||||||||
(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 assets | Significant other observable inputs | Significant unobservable inputs | ||||||||||||||||||||||||
| Description | December 31, 2023 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
| Assets | (in millions) | |||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Cash equivalents (a) | $ | 9,032 | $ | 9,032 | $ | — | $ | — | ||||||||||||||||||
| Commercial paper | 135 | — | 135 | — | ||||||||||||||||||||||
| Certificates of deposit | 21 | — | 21 | — | ||||||||||||||||||||||
| Time deposits | 100 | — | 100 | — | ||||||||||||||||||||||
| Short-term investments: | ||||||||||||||||||||||||||
| Treasury bills | 1,983 | 1,983 | — | — | ||||||||||||||||||||||
| Certificates of deposit | 203 | — | 203 | — | ||||||||||||||||||||||
| Fuel derivatives: | ||||||||||||||||||||||||||
| Option contracts (b) | 223 | — | — | 223 | ||||||||||||||||||||||
| Equity Securities | 280 | 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 three months ended March 31, 2024, or the year ended December 31, 2023. The following table presents the
| Notes to Condensed Consolidated Financial Statements | 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 months ended March 31, 2024:
| Fair value measurements using significant unobservable inputs (Level 3) | |||||||||||||||||
| (in millions) | Fuel derivatives | ||||||||||||||||
| Balance as of December 31, 2023 | $ | 223 | |||||||||||||||
| Total gains (losses) for the period | |||||||||||||||||
| Included in other comprehensive loss | 1 | ||||||||||||||||
| Purchases | 51 | (b) | |||||||||||||||
| Settlements | (18) | ||||||||||||||||
| Balance as of March 31, 2024 | $ | 257 | |||||||||||||||
| 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 March 31, 2024 | $ | 1 | (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 March 31, 2024 | $ | 4 |
(a) Included in Other gains, net, within the unaudited Condensed Consolidated Statement of Comprehensive Loss.
(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 March 31, 2024:
| Quantitative information about Level 3 fair value measurements | ||||||||||||||||||||||||||||||||
| Valuation technique | Unobservable input | Period (by year) | Range | Weighted Average (a) | ||||||||||||||||||||||||||||
| Fuel derivatives | Option model | Implied volatility | Second quarter 2024 | 14-33% | 24 | % | ||||||||||||||||||||||||||
| Third quarter 2024 | 21-31% | 25 | % | |||||||||||||||||||||||||||||
| Fourth quarter 2024 | 22-30% | 25 | % | |||||||||||||||||||||||||||||
| 2025 | 21-23% | 22 | % | |||||||||||||||||||||||||||||
| 2026 | 21-22% | 21 | % | |||||||||||||||||||||||||||||
(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 short-term and long-term debt (including current maturities), as well as the applicable fair value hierarchy tier, as of March 31, 2024, are presented in the table below. The fair values of the Company’s publicly held long-term debt are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these agreements as Level 2. 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.
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| (in millions) | Carrying value | Estimated fair value | Fair value level hierarchy | ||||||||||||||
| 5.25% Notes due 2025 | 1,302 | 1,298 | Level 2 | ||||||||||||||
| 1.25% Convertible Notes due 2025 | 1,611 | 1,630 | Level 2 | ||||||||||||||
| 3.00% Notes due 2026 | 300 | 283 | Level 2 | ||||||||||||||
| 7.375% Debentures due 2027 | 110 | 114 | Level 2 | ||||||||||||||
| 3.45% Notes due 2027 | 300 | 283 | Level 2 | ||||||||||||||
| 5.125% Notes due 2027 | 1,727 | 1,725 | Level 2 | ||||||||||||||
| 2.625% due 2030 | 500 | 435 | Level 2 | ||||||||||||||
| 1.000% Payroll Support Program Loan due 2030 (a) | 976 | 953 | Level 3 | ||||||||||||||
| 1.000% Payroll Support Program Loan due 2031 (a) | 566 | 532 | Level 3 | ||||||||||||||
| 1.000% Payroll Support Program Loan due 2031 (a) | 526 | 489 | Level 3 |
(a) The interest rate will change to Secured Overnight Financing Rate plus two percent on the fifth anniversary of the loans.
- SUPPLEMENTAL FINANCIAL INFORMATION
| (in millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Trade receivables | $ | 58 | $ | 104 | ||||||||||
| Credit card receivables | 280 | 200 | ||||||||||||
| Business partners and other suppliers | 612 | 501 | ||||||||||||
| Taxes receivable | 13 | 35 | ||||||||||||
| Fuel hedging and receivables | 8 | 12 | ||||||||||||
| Reinsurance receivable | 251 | 145 | ||||||||||||
| Other | 132 | 157 | ||||||||||||
| Accounts and other receivables | $ | 1,354 | $ | 1,154 |
| (in millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Derivative contracts | $ | 116 | $ | 102 | ||||||||||
| Intangible assets, net | 295 | 296 | ||||||||||||
| Equity securities | 286 | 280 | ||||||||||||
| Prepaid maintenance | 264 | 258 | ||||||||||||
| Other | 63 | 28 | ||||||||||||
| Other assets | $ | 1,024 | $ | 964 |
| (in millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Accounts payable trade | $ | 281 | $ | 265 | ||||||||||
| Salaries, withholdings and payroll taxes | 446 | 400 | ||||||||||||
| Ticket taxes and fees | 443 | 302 | ||||||||||||
| Aircraft maintenance payable | 151 | 140 | ||||||||||||
| Fuel payable | 144 | 161 | ||||||||||||
| Dividends payable | — | 107 | ||||||||||||
| Accrued third party services | 229 | 269 | ||||||||||||
| Other payable | 255 | 218 | ||||||||||||
| Accounts payable | $ | 1,949 | $ | 1,862 |
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| (in millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Voluntary Separation Program | $ | 64 | $ | 65 | ||||||||||
| Profitsharing and savings plans | 41 | 141 | ||||||||||||
| Vacation pay | 541 | 516 | ||||||||||||
| Health | 174 | 163 | ||||||||||||
| Workers compensation | 137 | 133 | ||||||||||||
| Property and income taxes | 56 | 63 | ||||||||||||
| Interest | 73 | 34 | ||||||||||||
| Bonus and incentive pay (a) | 736 | 2,022 | ||||||||||||
| Reinsurance payable | 300 | 190 | ||||||||||||
| Other | 278 | 279 | ||||||||||||
| Accrued liabilities | $ | 2,400 | $ | 3,606 |
| (in millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Voluntary Separation Program | $ | 40 | $ | 61 | ||||||||||
| Postretirement obligation | 273 | 269 | ||||||||||||
| Other deferred compensation | 358 | 358 | ||||||||||||
| Other | 266 | 293 | ||||||||||||
| Other noncurrent liabilities | $ | 937 | $ | 981 |
(a) Primarily consists of anticipated contract labor ratification bonuses and/or accruals. Also includes non-contract incentive pay. Approximately $1.35 billion was paid in first quarter 2024 to Pilots as a ratification bonus upon the ratification of the labor contract agreement with the Southwest Airlines Pilots Association ("SWAPA").
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, and other operating costs, none of which individually exceeded 10 percent of Total operating expenses.
- 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 to manage its fleet size, including opportunities to accelerate fleet modernization efforts if growth opportunities do not materialize. The Company received five -8 aircraft deliveries from Boeing in first quarter 2024 and retired three 737-700 ("-700") 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, as well as delays in achieving FAA certification of one of its new aircraft types, the -7, for which Southwest expects to be the launch customer. As a result of Boeing's delivery delays, the Company has conservatively re-planned its capacity and delivery expectations for the remainder of this year and next.
The Company entered into a Supplemental Agreement with Boeing to formalize the conversion of 19 2025 -7 firm orders into -8 firm orders as of March 31, 2024. Therefore, as of March 31, 2024, the Company had the following firm orders and options for future periods:
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
| The Boeing Company | |||||||||||||||||||||||||||||||||||||||||
| -7 Firm Orders | -8 Firm Orders | -7 or -8 Options | Total | ||||||||||||||||||||||||||||||||||||||
| 2024 | 27 | 58 | — | 85 | (c) | ||||||||||||||||||||||||||||||||||||
| 2025 | 40 | 19 | 15 | 74 | |||||||||||||||||||||||||||||||||||||
| 2026 | 59 | — | 26 | 85 | |||||||||||||||||||||||||||||||||||||
| 2027 | 19 | 46 | 25 | 90 | |||||||||||||||||||||||||||||||||||||
| 2028 | 15 | 50 | 25 | 90 | |||||||||||||||||||||||||||||||||||||
| 2029 | 38 | 34 | 18 | 90 | |||||||||||||||||||||||||||||||||||||
| 2030 | 45 | — | 45 | 90 | |||||||||||||||||||||||||||||||||||||
| 2031 | 45 | — | 45 | 90 | |||||||||||||||||||||||||||||||||||||
| 288 | (a) | 207 | (b) | 199 | 694 |
(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 five -8 deliveries received year-to-date through March 31, 2024. Given the Company's continued discussions with Boeing and expected aircraft delivery delays, the Company is currently planning for approximately 20 -8 aircraft deliveries in 2024.
Based on the Company's current agreement with Boeing, capital commitments associated with firm orders as of March 31, 2024, were: $1.9 billion remaining in 2024, $1.7 billion in 2025, $1.8 billion in 2026, $2.6 billion in 2027, $2.9 billion in 2028, $2.5 billion in 2029, and $2.8 billion thereafter.
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 currently not able to estimate a range of possible loss with regards to the litigation to which it is a defendant.
- 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
| Notes to Condensed Consolidated Financial Statements | Southwest Airlines Co. Notes to Condensed Consolidated Financial Statements (unaudited) |
documents. The Convertible Notes did not meet the criteria to be converted as of the date of the financial statements, and thus are classified as Long-term debt in the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2024. 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 January 2024, the bond conversion rate changed, and was 26.8605 as of March 31, 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 March 31, 2024, and December 31, 2023. There were no Convertible Note conversions exercised or settled or partial extinguishments of debt during the three months ended March 31, 2024 and 2023.
The Company recognized interest expense associated with the Convertible Notes as follows:
| Three months ended March 31, | |||||||||||||||||||||||
| (in millions) | 2024 | 2023 | |||||||||||||||||||||
| Non-cash amortization of debt issuance costs | $ | 3 | $ | 3 | |||||||||||||||||||
| Contractual coupon interest | 5 | 5 | |||||||||||||||||||||
| Total interest expense | $ | 8 | $ | 8 |
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 three months ended March 31, 2024. The effective interest rate associated with the Convertible Notes was approximately 1.9 percent for the three months ended March 31, 2024.
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 three months ended March 31, 2024 and 2023, there were no amounts outstanding under the Amended Credit Agreement.
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 three months ended March 31, 2023. As of March 31, 2024, the Company has 24 finance leased aircraft remaining. There was no gain or loss recorded as a result of these transactions.
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