Southwest Airlines Company (LUV)

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Industry: Transportation
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Southwest Airlines Co. (LUV)

May 15, 2013 11:00 am ET

Executives

Gary C. Kelly - Chairman, Chief Executive Officer, President and Chairman of Executive Committee

Mark R. Shaw - Vice President, Corporate Secretary and General Counsel

Presentation

Gary C. Kelly

Good morning. Good morning, everyone. I would hate to start early, so we'll wait just a minute or 2 until 10:00. Thank you, all, for being here. I don't want you to leave before the official meeting.

Well, again, good morning. Thank you, all, for being here. Welcome to the Southwest Airlines 2013 Annual Meeting of Shareholders. I'm Gary Kelly, Chairman of the Board, President and CEO of Southwest Airlines.

Before we begin, if you've not read the rules of conduct that were provided to you before the meeting, please take a minute to do so. Now, these are the rules we will follow this morning.

The meeting will now come to order. Before we address the official business of the meeting, I'd like to take this opportunity to make a couple of introductions, especially the members of our Southwest Board. And as I call your name, if you all would please stand. Dave Biegler, Veronica Biggins, Doug Brooks, Bill Cunningham, John Denison, Nancy Loeffler, John Montford, Tom Nealon and Danny Villanueva, thank you, all, so much for your service to Southwest Airlines.

Next, I'd like to introduce our Executive Vice Presidents, Bob Jordan; Jeff Lamb; Ron Ricks; and Mike Van De Ven. And with the rest of the Southwest officers present, please rise and be recognized, and thank you, all, for your service to Southwest Airlines.

Now we are also privileged to have Herb Kelleher and Colleen Barrett join us today.

Now for the formal business of the meeting. At the table to my left is Mr. Paul Ramirez. He's been appointed to act as Inspector of Election on behalf of Broadridge Financial Solutions. If you're a registered shareholder and have not turned in your proxy card, you may submit your proxy card to Mr. Ramirez at this time. If you're a registered shareholder and wish to vote in person, we will be distributing ballots shortly. I would now like to introduce Mr. Mark Shaw, who is our Vice President and General Counsel and Corporate Secretary of Southwest Airlines. And Mr. Shaw will report on some formal matters related to the holding of this meeting.

Mark R. Shaw

Thank you, Gary. I've received an affidavit of distribution from Broadridge certifying that the notice and other proxy materials for this meeting were distributed to our shareholders, commencing on April 5, 2013. The list of our shareholders of record is at the Inspector of Election's table to my left and will be kept open during the meeting for inspection by any shareholder. The list has also been available for inspection at the company's offices for at least 10 days prior to this meeting. In addition, the Inspector of Election has signed an oath of office, and has determined that the holders of 658,868,054 shares, which is more than a majority of the shares entitled to vote at this meeting, are present in person or by proxy. This is sufficient for a quorum to conduct business.

Gary C. Kelly

Thank you, Mark. I declare that this meeting is duly constituted and convened. As stated in the notice of the meeting, there are 4 proposals to be voted on today, each of which it is identified in the agenda. Proposal 1 is the election of directors for 1 year terms; proposal 2 is advisory vote to have approve named executive officer compensation; proposal 3 is approval of the Southwest Airlines company amended and restated 1991 Employee Stock Purchase Plan; and Proposal 4 is the ratification of the selection of Ernst & Young LLP as the company's independent auditors for the fiscal year ended December 31, 2013.

Each of these proposals is discussed in detail in the proxy statement.

Regarding proposal #4, ratification of the selection of Ernst & Young as the company's independent auditors for the fiscal year ending December 31, 2013, Mr. Bill Guess, our audit partner; Mr. David Heseltine, our former audit partner; and Mr. Brandon Rowland, our Assurance Senior Manager, are present. They're available to respond to appropriate questions.

Ernst & Young also served as the company's independent auditors for fiscal year 2012. Mr. Guess, Mr. Heseltine and Mr. Rowland may all or individually make a statement at this time if they so desire.

You're kidding, no statement? Before we take the vote on the proposals, are there any questions in the audience for Ernst & Young?

Hearing none, a vote on all of the proposals will be taken at this time. I hereby declare the polls open for voting. If you're a registered shareholder or hold a proxy for a registered shareholder and would like a ballot to vote in person, please raise your hand. If you've already voted by proxy and do not wish to change our vote, you will not need a ballot. Is there any registered shareholder or proxy present who desires to vote on any matter before this meeting, and who has not signed and handed in his or her ballot? Do we need to collect those ballots?

Unknown Executive

Yes.

Gary C. Kelly

Everyone finished voting? No? Any other votes to be turned in? It appears that all voting has been completed. I hereby declare the polls closed. Mr. Shaw, will you please report on the preliminary results of the voting?

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