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
14, 2006
Southwest
Airlines Co.
__________________________________________
(Exact
name of registrant as specified in its charter)
|
Texas
|
1-7259
|
74-1563240
|
|
_____________________
|
_____________
|
______________
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
P.
O. Box 36611, Dallas, Texas
|
75235-1611
|
|
_________________________________
|
___________
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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 14, 2006, Southwest Airlines Co. (the "Company") completed the public
offering of $300,000,000 aggregate principal amount of the Company's 5 3/4%
Notes due 2016 (the "Notes"). The Notes were issued under the Indenture, dated
as of September 17, 2004 (the "Indenture") between the Company and Wells Fargo
Bank, N.A., as trustee. A form of the Indenture was filed with the Securities
and Exchange Commission (the "Commission") as Exhibit 4.1 to the Company's
shelf
registration statement (the "Registration Statement") on Form S-3 (Registration
No. 333-100861), filed with the Commission on October 30, 2002. The form of
the
Notes issued pursuant to the Indenture is filed herewith as Exhibit 4.1, and
the
terms and conditions thereof are incorporated by reference herein.
Each
of
the Indenture and the form of the Notes is also filed with reference to, and
is
hereby incorporated by reference into, the Registration Statement.
The
material terms of the Notes are described in the prospectus supplement, dated
December 11, 2006, as filed by the Company with the Commission on December
12,
2006 pursuant to Rule 424(b)(5) under the Securities Act of 1933, which relates
to the offer and sale of the Notes and supplements the prospectus dated November
7, 2002. The Notes have been issued pursuant to the Registration
Statement.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
4.1
Form
of Global Security representing all 5 ¾% Notes due 2016.
5.1
Opinion of Vinson & Elkins L.L.P. as to the validity of the
Notes.
5.2
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
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.
|
|
SOUTHWEST
AIRLINES CO.
|
|
|
December
14, 2006
|
By
|
/s/
Deborah Ackerman
|
|
Deborah
Ackerman
|
||
|
Vice
President-General Counsel
|
||
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
4.1
|
Form
of 5 ¾% Notes Due 2016 of the Company
|
|
5.1
|
Opinion
of Vinson & Elkins L.L.P. as to the validity of the
Notes.
|
|
5.2
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit
5.1)
|