UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Seccurities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): December
11, 2006
Southwest
Airlines Co.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Texas
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1-7259
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74-1563240
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_____________________
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_____________
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______________
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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P.
O. Box 36611, Dallas, Texas
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75235-1611
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_________________________________
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___________
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (214) 792-4000
Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
Check
the
appropriate box below if the Form 8-K filing is intended to
simultaneously
satisfy the filing obligation of the registrant under any of
the
following provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act
(17
CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On
December 11, 2006, Southwest Airlines Co. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement"), by and among the Company,
Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives
of
the several underwriters named therein (the "Underwriters"), in connection
with
the issuance and sale by the Company of $300,000,000 aggregate principal amount
of the Company's 5 3/4% notes due 2016 (the "Notes"). The Company expects
delivery of the Notes will be made under the Underwriting Agreement on or about
December 14, 2006. The Underwriting Agreement contains customary
representations, warranties and agreements of the Company, and customary
conditions to closing, indemnification rights, obligations of the parties and
termination provisions.
The
Company is offering the Notes pursuant to the Prospectus Supplement, dated
December 11, 2006, to the Prospectus, dated November 7, 2002 (together, the
"Prospectus"), which forms a part of the Company's shelf registration statement
on Form S-3 (Registration No. 333-100861)(the "Registration Statement"), filed
with the Securities and Exchange Commission on October 30, 2002.
The
foregoing description of the Underwriting Agreement is qualified in its entirety
by reference to such Underwriting Agreement, a copy of which is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 1.01. The Underwriting Agreement is also filed with reference to,
and
is hereby incorporated by reference into, the Registration
Statement.
The
Underwriters or their affiliates have from time to time provided and/or may
in
the future provide investment banking, commercial banking and financial advisory
services to the Company and its affiliates, for which they have received or
will
receive customary compensation.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
1.1
Underwriting Agreement dated December 11, 2006, among Southwest Airlines Co.,
Barclays Capital Inc., Citigroup Global Markets Inc. and the other underwriters
named in
Schedule I thereto.
12
Computation of ratio of earnings to fixed charges.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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SOUTHWEST
AIRLINES CO.
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December
12, 2006
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By
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/s/
Deborah Ackerman
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Deborah
Ackerman
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Vice
President-General Counsel
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Exhibit
Index
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated December 11, 2006, among Southwest Airlines Co.,
Barclays
Capital Inc., Citigroup Global Markets Inc. and the other underwriters
named in Schedule I thereto.
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12
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Computation
of ratio of earnings to fixed
charges.
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