Gary Kelly – Chief Executive Officer Laura Wright – Chief Financial Officer

Duane Pfennigwerth - Raymond James William Greene - Morgan Stanley Jamie Baker - JP Morgan Gary Chase - Lehman Brothers Mike Linenberg - Merrill Lynch Dan McKenzie - Credit Suisse Frank Boroch - Bear Stearns Kevin Crissey – UBS Ray Neidl - Calyon Securities James Higgins - Soleil Securities

Welcome to Southwest Airlines’ first quarter 2008 earnings conference call. Today call is being recorded. We have on the call today Mr. Gary Kelly, Southwest CEO; and Ms. Laura Wright, the company’s Senior Vice President of Finance and CFO. Before we get started, please be advised that this call will include forward-looking statements. Because these statements are based on the company’s current intent, expectations, and projections, they are not guarantees of future performance and a variety of factors could cause actual results to differ materially. This call will also include references to non-GAAP results. Therefore, please see our earnings press release in the investor relations section of our website at Southwest.com for further information regarding our forward-looking statements and for the reconciliation of our non-GAAP results to our GAAP results. At this time, I’d like to turn the conference over to Mr. Gary Kelly for opening remarks. Please go ahead, sir.

Thank you, Tom and thanks everyone for joining us this morning. We are obviously very pleased to report a solid profit, excluding the special items in each year we earned $0.06 a share in the first quarter of ‘08 and that was a 50% increase from the year-ago period. We were of course especially pleased with the revenue performance. We had a record load factor as well as record revenues. Our year-over-year growth was a very strong 15% and considering that our capacity growth was still pretty healthy at 6.4% our unit revenue growth of 8.2% was quite good; and in fact, that’s the best quarterly performance that we’ve had since the second quarter of 2006 and I believe very solid evidence that the changes that we made in the fourth quarter of 2007 are working and quite well. Of course March and first quarter benefited from the Easter timing, but taking that into consideration, bookings for April, May and June, all three look strong. Nonetheless, we’ve got to be cautious in our outlook about the economy, but clearly the domestic capacity reductions by the industry are helping mitigate that concern. Of course our obvious immediate concern is fuel prices. Fuel prices are soaring. They are clearly a very real threat, as well as we have a threat of a travel recession, so we decided to slow next year’s new aircraft deliveries to 14. That was down from 28, and we already have an agreement with the Boeing Company to do that. So my thanks to Laura Wright and the Boeing Company for really jumping on that. But assuming no retirements next year -- which I want to emphasize we have not decided yet -- that means we’ll have no more than an annual available seat mile growth of 2% to 3%. We’ve also had to mitigate the fuel cost threat. We’ve taken two fare increases, one last night and one last week so we are taking what actions we think are necessary to deal with fuel costs. For this year, on the other hand, we had previously planned to retire 22 airplanes. We’ve had some very dramatic events in the industry over the last couple of weeks. So we are revisiting our retirement plan for 2008. We’ve already retired or committed to retire six and we will likely retire some additional aircraft this year, but we just don’t know yet whether it will be all of the 22. But regardless, we’re continuing to prune our flight schedule with each new published schedule. Finally before I turn it over to Laura we were fined, as you all know, $10 million by the FAA in March. That’s been accrued in the first quarter of 2008. According to the FAA, the fine is for allowing some planes to fly while they were being inspected to determine compliance with an airworthiness directive and naturally we’re going to work hard to resolve our issues with the FAA, which we hope and expect to do. I would just repeat that there was clearly a mistake with our regulatory compliance. We’ve already made significant changes to ensure that Southwest maintenance processes are the very best that they can be. It’s important to also add, again, that this was a process issue. We have numerous overlapping and repetitive inspections. They were done on all of the aircraft that were involved. Safety of flight was never an issue, as confirmed by two outside experts and of course Southwest Airlines has the best safety record of any major airline over the last 37 years. So we’re devoting enormous amounts of time, energy and resources so that our customers and our shareholders know that we’re making a very safe airline even safer. With that very quick overview, Ms. Laura Wright, would you tell everybody what they’re anxious to hear?

Thank you, Gary and good morning, everyone, including our webcast listeners. In what proved to be another very difficult quarter for the airline industry, we’re pleased to report our 68th consecutive quarter of profitability. Our GAAP first quarter 2008 net income was $34 million, or $0.05 per diluted share compared to $93 million in the first quarter of last year, or $0.12 per diluted share. Excluding special items, our first quarter ‘08 net income was $43 million compared to $33 million in the first quarter of ‘07, which represented an increase of 30%. The special items relate mostly to out-of-period FAS 133 items. We also had a special item which was a $12 million tax benefit which refers to the charge that we had in the third quarter of 2007 resulting from a State of Illinois income tax law change. Our net income per diluted share excluding these special items was up 50% to $0.06 in the first quarter of ‘08, which was better than we expected and also exceeded Wall Street’s mean estimate of $0.01 per share. Despite the weak economy, our business throughout the first quarter was solid. Our operating revenues for the first quarter were a record $2.53 billion, up 15.1% from a year ago on a capacity increase of 6.4%. Our operating revenues per available seat mile or RASM exceeded $0.10 and it was up 8.2% from a year ago. The increase in unit revenues resulted from a record first quarter load factor performance of 69.8% and a 4.7% year-over-year improvement in our yield. Our PRASM growth for the two months ended February 29 was in the 6% range. Our PRASM growth for March was in the 9% range, which was boosted by Easter falling in March of this year versus April of last year. We estimate that the Easter benefited March favorably and represented about 1% of our first quarter ‘08 RASM growth. We’re very pleased with these strong trends which reflect the encouraging results of our initial revenue initiatives. In November of last year we introduced enhancements to our overall product offering, including the new boarding procedure and Business Select product. The revenue increase from Business Select for the first quarter was almost $15 million. We continue to update our revenue management processes, techniques and procedures which also contributed favorably to the first quarter 2008 performance. Our schedule adjustments in the overall reductions in competitive domestic capacity also contributed to our strong RASM growth. The impact from our October and November schedule changes represented at least 2% of the year-over-year first quarter RASM increase. Looking ahead to the second quarter of 2008, the April comparisons will be more difficult due to the Easter mismatch. As a result of Easter falling in March of this year versus April of last year, we currently expect our April RASM to be in line with our year-ago performance. Barring a further slowdown in the domestic economy, based on the bookings for the remainder of the quarter and taking into account the impact of Easter, we expect solid increases in year over year RASM for both May and June. The remainder of the second quarter should also benefit from our modest fare increase on April 10th, and we also increased fares last night by $3 to $10, but this will not impact travel until June 15th. As previously announced, we’re also adjusting our schedule again in May, which should benefit second quarter RASM. We’re eliminating 59 nonproductive flights and reallocating this capacity to focus markets such as Denver. With respect to our ATA code share revenue, all code share arrangements have ended including any exclusivity provisions relating to any international code sharing. In the first quarter of 2008, we recognized approximately 6 million in code share and marketing-related revenues. We continue to build up the technology to code share internationally and we plan to explore code share opportunities with other airlines. Our second quarter 2008 revenues, however, will reflect the loss of this code share revenue, and we will also incur a charge related to the cost of re-accommodating code share and ATA passengers who purchased a ticket on Southwest.com and we currently expect that to be in the $5 million range. We also have significant revenue initiatives currently underway for 2009. They include evolving Southwest.com to provide more ancillary revenue opportunity; enhancing our Rapid Rewards frequent flyer program; providing in-flight connectivity, which we will begin testing on four aircraft this summer; and again we’re building capabilities for the international code share. Turning for a moment to our freight and other revenues, we also had a strong first quarter performance. Our other revenues increased by $26 million or 46.4% compared to the first quarter of 2007. This growth was driven primarily by increased business partner income, and very strong charter revenues. We expect second quarter’s growth rate to be more in line with capacity growth. Our freight revenue increased 13.3% to $34 million, primarily due to higher rates and we expect a similar increase in the second quarter. At this juncture, based on these trends and considering the Easter shift, we expect our second quarter 2008 RASM growth rate to be less than first quarter’s 8.2%. I’ll now move to costs. Our first quarter unit costs excluding special items increased 7.3%, largely due to higher fuel costs. Even with $302 million in cash settlements from our derivative contracts, our economic fuel costs were up 20.7% to $1.98 per gallon. This was in line with our guidance of around $2 per gallon. Our fuel burn was down almost 2%, which was better than expected, due to continued fuel conservation efforts and focus by our flight crews and dispatchers. We have derivative contracts in place for approximately 70% of our estimated second quarter fuel consumption, capped at approximately $51 a barrel. Based on this position and yesterday’s market prices, we expect our second quarter economic fuel price to be in the $2.35 range. This will result in headwinds of more than $140 million relative to first quarter 2008 fuel prices, which will make it very difficult to grow our earnings in the second quarter. The estimated fair value of our hedge contracts increased to $2.8 billion at March 31st. We have $2.6 billion in collateral deposits, which represents 92% of the fair value of our hedge portfolio. Our premiums associated with the costs of our hedging program were $14 million in both first quarter ‘08 and ‘07 and these are reflected in other gains and losses. We expect similar premium costs in the second quarter of ‘08. Our first quarter unit costs, excluding fuel, increased 2.4% to $0.067, which was a better performance than we had expected. Based on current trends, we expect our second quarter costs excluding fuel and special items, if any, to increase from first quarter 2008’s $0.067. We are currently estimating an increase in the 2% range from first quarter 2008 primarily due to higher than expected maintenance spending. Although our first quarter maintenance unit costs declined 1.7% to $0.57, which was better than we anticipated, the timing of the initial engine overhaul for our F-700 engine is difficult to predict. We do not have a lot of history on the F-700 engine and we’re not currently under a MCPH contract for these engines. Because the direct expense method is event-driven, we experience more volatility from quarter to quarter. Based on our current scheduled maintenance events, we expect a significant increase in year-over-year spending in the second quarter of 2008, possibly as high as $0.75. Our salaries, wages and benefits declined 2.2% on a unit basis, primarily due to lower share-based compensation expense versus first quarter of 2007. Our share-based comp expense was $5 million in the first quarter of ‘08, versus $13 million last year. Our profit sharing expense for the first quarter of 2008 was $12.5 million, versus $9.4 million in the first quarter of last year. Our 401(k) contribution was $38 million versus $38.8 million last year. We expect that our second quarter 2008 total salaries, wages and benefits unit cost will decline from second quarter 2007. The 6.3% decrease in aircraft rentals per ASM was driven by the retirement of five leased 737-300 aircraft in the first quarter of ‘08. Our landing fees and other rentals per ASM increased 17.2%, which resulted from various audit settlement charges paid to airports in the first quarter of ‘08. These true-ups are difficult to forecast and can go either way, but they are generally small as airports typically do a reasonably good job forecasting their rates. However, we received a very large surprise audit settlement charge of approximately $13 million from the Maryland Aviation Administration relating to the Baltimore-Washington airport. Adjusting for these settlements, we currently expect our second quarter 2008 landing fees and other rentals per ASM to be in the low $0.60 range. Our other operating expense per ASM increased 9.2%. The second quarter operating expenses included the $10.2 million fine assessed by the FAA. The increase was also driven by higher fuel taxes and advertising costs. With higher expected fuel costs, we expect fuel taxes to be even higher in the second quarter of 2008 and we’re currently estimating our other operating expense per ASM to exceed first quarter 2008. The first quarter 2008 effective tax rate for our GAAP earnings was only 9% compared to approximately 38% for the first quarter of ‘07. The decrease again was primarily due to a decrease in our first quarter deferred state tax liability by approximately $12 million as a result of the January 2008 reversal by the State of Illinois of an August 2007 increase under the State of Illinois income tax law. We treat this credit as a special item in reporting our non-GAAP results. We currently expect that our second quarter 2008 tax rate will be in the 39% range and the full year tax rate will be in the 38% range. Our cash and short-term investments were $3.1 billion at the end of the quarter, and that includes about $140 million in auction rate securities. At quarter end we held a total of $321 million of auction rate securities but we re-classed $181 million to other assets in the first quarter due to near-term uncertainty about liquidity in today’s market. At the end of the quarter we held $2.6 billion in cash collateral deposits related to our fuel hedge. Our first quarter ‘08 capital expenditures were $364 million, and based on the reduced capacity plans we have for 2009 and 2010 resulting in lower progress and delivery payments to Boeing, we now expect our ‘08 and ‘09 cap expenditures to be in the $1.1 billion range for both years. During the first quarter, we repurchased 4.4 million shares of common stock for $54 million. We haven’t been in the market repurchasing shares since the middle of February. We do not believe it’s prudent to repurchase shares at this time considering today’s unstable financial markets and unprecedented fuel prices. At the end of the quarter, we had 732 million shares outstanding. Based on a stock price of $12.50, our current estimate for second quarter 2008 weighted average diluted shares is approximately 734 million to 735 million, assuming no more buybacks. Our balance sheet leverage including aircraft leases at March 31 was approximately 37%. During the quarter, we acquired 12 F-700 aircraft from Boeing and we also returned five 737-300 off lease. We currently have one more lease return that is in the works. Our first quarter ASM growth was 6.4%. Over the past year we’ve adjusted our growth plan three times and we continue to take steps to restore our profit margins. We’ve now made four adjustments to our schedule, eliminating nonproductive flights. We’ll continue our rigorous review of our flight schedule while balancing any strategic opportunities that may present themselves through possible industry consolidation or downsizing in this high fuel environment. We will reduce our schedule again in August and we plan to eliminate 20 nonproductive flights, reducing our fourth quarter capacity growth to 1.4% versus previous guidance of 4.2%. With respect to our 2008 fleet plans, our plan is to accept 29 new 737-700s, but we’re reviewing our previous plan to retire the 22 airplanes. We have flexibility to adjust our fleet plans including the remaining retirements planned for the year, and we’re well positioned to respond to a rapidly changing environment. Today we announced our plans to reduce our fleet growth for 2009 and our new plan is to grow our fleet by no more than 14 700 aircraft assuming no retirement. This represents half of our previous plan of 28, and it brings our 2009 estimated year-over-year ASM capacity growth to between 2% and 3%. We deferred the 14 2009 deliveries to 2015. We also moved 12 of our 2010 deliveries into 2013 through 2015 and we exercised a total of 12 options with Boeing for delivery in 2010 through 2012. We now have 67 options with delivery positions in 2010-2015 and 54 purchase rights for delivery through 2018. For the second quarter, we’ll take nine airplane deliveries and we’ll grow capacity about 5%. In the third quarter we have five aircraft additions with a capacity growth of 2% and our fourth quarter additions will be three airplanes with a near capacity growth of about 1.4%. We have provided the yearly breakdown of the new delivery schedule in the earnings release for your reference. Our capacity by region for the first quarter was as follows: The Northeast had 14%; the Northwest was 4%; the Southeast was 16%; Southwest, 13%; Midwest, 17%; and the West was 36%. In summary, it’s been a challenging quarter, but we are proud of our accomplishments. Fuel is obviously the biggest challenge that we have going forward, even with a great hedge. We’re pleased with our revenue momentum and we’re going to continue pressing our revenue initiatives. We’ll also continue our efforts to improve our productivity and maintain our disciplined cost control. Fortunately, we have a very strong balance sheet which will allow us to weather the economic climate and also allow us to take advantage of any market opportunities should they arise. With that, Gary and I are ready to take questions. Tom.

We’ll take our first question from Duane Pfennigwerth - Raymond James. Duane Pfennigwerth - Raymond James: Thanks very much. I was wondering on the fuel line if could you just talk a little bit about your hedges between WTI and the actual price of jet fuel? How much of your refining margin is hedged and at what level should we assume versus 70% you’re hedged on WTI?

Duane, the majority of our hedges are in refined products, you can clearly see that in the results we had for the first quarter. But with the guidance that we gave you in the 235 range for the second quarter, that takes into account our refined position, our refined hedges, the level we bought them at versus current market prices. Duane Pfennigwerth - Raymond James: In terms of the RASM guidance, given you were tracking at 6% through the first two months of the quarter and you saw acceleration in March, if you exclude Easter from March, did you see acceleration above the 6% level?

What we told you was that Easter contributed about 1% of the first quarter RASM gains. So we did see some benefits, Duane, from the enhancement initiatives with additional fare classes that became effective with our March 8 schedule but it wasn’t significant over that 6% trend that we saw in the first two months. Duane Pfennigwerth - Raymond James: Keeping that trend in mind, coming into the second quarter ex the negative Easter effect, is that a similar rate we should expect minimally?

I think what I said was that we expect our unit revenues in April to be pretty comparable to what we saw in April of last year due to the lack of Easter. Duane Pfennigwerth - Raymond James: But based on current bookings, do you have a minimally 6% growth rate in the other months?

We haven’t shared that with you.

We’ll take our next question from William Greene - Morgan Stanley. William Greene - Morgan Stanley: Laura if I could ask you to give more color around these non-fare revenue issues? I know you mentioned the $15 million for Business Select but you have these other initiatives in place and I don’t know where you stand relative to your guesstimate of was it $300 million or so this year you thought you could get by year end?

Let make sure I understand your question again, Bill. William Greene - Morgan Stanley: I’m trying to get, you have the non-fare initiatives you highlighted last June for $1 billion to $1.2 billion through 2010 and that would suggest you need to get about $300 million for the year. You mentioned $15 million for Business Select; that obviously would be a very low run rate but you have other initiatives. So if you talk about the total initiatives you have in place, what’s the run rate?

We gave you several of those. Initiatives that we saw during the quarter, Bill, were we had Business Select, we also had, in revenue management, we had the additional fare class, we went from 8 to 15 beginning with our March 8th schedule. We estimated the benefit from that was probably $20 million to $25 million in March from the AFC project. We also had as part of our initiatives our capacity adjustment where we culled out non-productive flights and we believe that contributed at least 2% to the RASM improvements that we saw during the quarter. William Greene - Morgan Stanley: Gary, can I ask you to comment just a little bit about your evolving views on consolidation? I know in the past you’ve said we’d prefer if possible to look at assets when available, but you’ve also taken a new look at your overall business model, so maybe your thoughts on consolidation are changing as well? I’d just like to know what you’re thinking.

Well, our thinking is definitely evolving there, Bill. I think everyone is rocked a bit by $115 crude oil so you know, our best course of action could very well be to sit on the sidelines and let others combine, and we’ll look for opportunities to grow in this environment. But you know that I can’t comment on anything that we might be considering or have in the works, but I don’t mind sharing with you that this is the kind of environment that I think you have to be a little bit risk-averse. On the other hand, if there are some market opportunities that are created that we could expand into, I think that this is the time that we would want to take advantage of that. So that’s why it was important, I think, to share with you today that we have 16 more airplanes that we can either keep or we can retire this year, and we are in the midst of thinking that very thing through. I think my view at this point is we just want to be sure that if consolidation does indeed take place that we have access to markets. I think that’s our primary interest at this point. Of course, if carriers combine and become so dominant in markets that you can’t get in, that would be a problem for us because we do want to continue to grow. That’s where our focus is at this point, Bill.

We’ll take our next question from Jamie Baker - JP Morgan. Jamie Baker - JP Morgan: I don’t want to sound like a broken record but you’ve grown the airline in leaps and bounds in recent years. You have by far the greatest cost advantage in the industry. I suppose when measured relative to some of your peers, the fact that you never filed bankruptcy is an accomplishment. But still, earnings here are relatively stagnant. What’s not clear to me is what your absolute top priorities are. I mean, if you were to identify the two most important items facing you and the board at this point, and let’s set aside safety because of course we know that’s a given, what would those two top priorities be?

Well, I think it’s real simple. We want to hit our earnings target. Then when you break that down, it has the two obvious components so we’ve laid out our revenue plan and coupled with that we have got, I think the best fuel price protection in the industry on the cost side. In addition to that we’ve got some very meaningful productivity improvements underway with regards to fuel burn and I’ve been very pleased with the progress that we’ve made in controlling our unit labor costs, so that productivity continues to improve each quarter as well. We have major initiatives underway to control our costs. We have major initiatives underway to grow our revenues. We are slowing our growth rate in less than 12 months from what was 8% to what will soon be probably 2%. Whether we grow in 2009 even 2%, I’m still open to that. We may not want to grow our capacity at all in 2009. So whether we need to reduce our capacity is something that we are open to. I haven’t seen anything to suggest that we need to do that at this point. But clearly we are in a mode which I mentioned earlier where every single schedule we’re pruning inefficient markets. We’ve done it in October, in November, we didn’t do much in the January schedule, we have done a lot here in the May schedule coming up. Laura just mentioned that in the August schedule that we’re planning to open here pretty soon, we’ll continue to prune out flights there. So those are the big three drivers. I don’t know that there’s anything materially different to report other than we are continuing to slow the growth. The only thing that would vary from that direction is if there are some opportunities that are going to become available here in 2008 based on the last couple of weeks’ events, then we want to move on those. But I think that would be clearly the exception to the direction that we’re headed. Jamie Baker - JP Morgan: But you think there’s still an argument for continuing to invest in the business, even just a dollar of investment here, even if the ROE isn’t rising?

The ROE needs to rise. The ROIC needs to hit our target and by 2009 we may not be growing the fleet. But you know, given the plans that we have for this year, no. I don’t think that we plan to have zero fleet growth for 2008. It is very possible though that from May of this year through the end of the year we may not have any fleet growth. That’s the assumption if we retire all 22 airplanes.

Your next question comes from Gary Chase - Lehman Brothers. Gary Chase - Lehman Brothers: Just a couple of questions here. Gary, when you talked about the events of the last three weeks, I assume that you’re referring to the capacity reduction and shutdown of some of the airlines, right?

The bankruptcies. Gary Chase - Lehman Brothers: So when you’re talking about keeping extra planes around, that’s not an operational issue; that’s an opportunity issue?

Absolutely. Gary Chase - Lehman Brothers: Along those lines, how would you define the kind of opportunity that you would be willing to invest in and take advantage of? What parameters would you be looking at to think about when you would restart the growth or add back to it?

Well, at this point with this kind of environment, high fuel prices and a weak economy it’s very clear it’s where there are passengers standing on the curb waiting to be carried and if that’s the scenario that unveils then we want to be in a position where we can take advantage of that. That’s what we’ve done in the past and I think we’re very well prepared to do that here this year. Gary Chase - Lehman Brothers: So really what you’re thinking is more along the lines of major capacity reduction within markets, not sort of tweaking around the edges and a few percent here and there?

Well, I don’t know that it has to be major. In other words, it could be a relatively modest opportunity in terms of the number of aircraft. If we can put some new flying into a market and have full airplanes, that’s an opportunity we don’t want to pass up. Gary Chase - Lehman Brothers: On the code sharing front, is there anything that you guys were doing in terms of building out the capability that was ATA-specific or was it all perfectly transferable to any other opportunity that you might pursue?

: Well, I think that it’s fair to say that there is a foundation or an infrastructure that would likely apply to anybody that we code share with but still it’s probably also fair to say that every airline will have its unique set of work and effort to turn it on. But I don’t sense that there’s any work that we’ve been doing with ATA that is simply wasted. But you can’t assembly assume that what we’ve done for ATA will be all we need to do to turn on another airline. Of course we’ve been very active. We’re talking to a number of airlines and have been for quite some time. We’re pretty far down the road in terms of knowing what we would like to do but it’s still going to be 2009 before we have the international code share piece up and running. Gary Chase - Lehman Brothers: But there’s nothing about this that would delay the timetable or your ability to do it?

Well, the only thing that I think Laura pointed out is we did have ATA in place and it was generating revenue every quarter so that’s been interrupted. If we find a replacement for as an example say our Hawaiian code share, we have some leads object replacing that code share but we won’t be able to turn that on instantly. Part of the planning process that we’re going through right now is we’re trying to prioritize just who would we like to partner with, where would we like to fly, and we’ll probably have to do that somewhat in a serial fashion, even before we get to turning on international code shares early next year.

We’ll take our next question from Mike Linenberg - Merrill Lynch. Mike Linenberg - Merrill Lynch: Just on the hedging, I notice in the press release you just provided ‘08, so presumably there’s been no change to the hedge position which I believe runs out through 2012. If you could give us a sense of how much of costs in ‘08-09 and maybe beyond that, how much have you locked in the final product?

We’re having a hard time hearing you here. Would you mind speaking up a little? Sorry. Mike Linenberg - Merrill Lynch: Just with the hedges you gave the ‘08 number so presumably there’s been no change to your ’09 through 2012 position. I’m just curious, you provide the percentage of WTI, and at what price. How much of that has actually been already locked in or translated into jet fuel where you don’t have the risk of a crack spread? Any color on that would be great.

We never have perfect hedges relative to jet but we do convert our products into heating oil and unleaded which gives us pretty good protection -- but not complete protection -- against jet spreads. But the majority of ‘08 and next year has been converted to refined products. Mike Linenberg - Merrill Lynch: Laura in the past you provided this on the last call where you looked at the December quarter and looked at the capacity of your competitors and also in the March quarter and as I recall I think it was running down something on the order of about 6% or so. Maybe if you could update what it was in the March quarter versus your competitors? As you look out into the June quarter, you look at your markets, what does the competitor capacity looks like?

Mike, in the first quarter, our competitive capacity was down -- and when I say capacity, I mean seats -- that was down about 7% when you look at our direct and indirect markets. If you look at the second quarter, it looks like the competitive capacity is going to be down year over year about 6% in our direct markets and down about 5% if you include indirect markets. I think from quarter to quarter, first quarter to second quarter, it looks like competitive capacities, which is fluid as you know, is up maybe about 1% from first quarter to second quarter. Mike Linenberg - Merrill Lynch: You talked about a fare increase that you put in place last night, $3 to $10. Can you just provide some detail on that? Did you give a starting date of June 15h? I want to make sure I heard you correctly on that.

Mike, that fare increase went in last night and it impacts June 13 through August 17 travel, so summer travel. It is a $3, $5, $8 and $10 one-way fare increases based on length of haul.

We’ll take our next question from Dan McKenzie - Credit Suisse. Dan McKenzie - Credit Suisse: I wanted to circle back and clarify fleet plans here. I guess the implication is that Southwest is willing to go negative on growth, if I understand correctly, but assuming growth is flat or perhaps negative, how confident are you that you can take the costs out to offset the natural chasm pressure that goes along with that?

Let me address that first, and then Laura can provide some color on the cost implications. This is back to Jamie’s question somewhat as well. We have two aspects to our capacity planning. First of all, we have to figure out what flights and what routes we want and then logically that should define what our fleet requirements are. Of course, you make commitments for the fleet into the future without knowing exactly what flights we’re going to be adding in future years. So there’s somewhat of a chicken and an egg aspect to that. In terms of continuing to grow the fleet, there is value with our fleet and there’s value with our future delivery positions so we don’t want to lose that value. That is another reason, Jamie, why I think we would want to continue to acquire airplanes from Boeing. How we then manage the fleet becomes a second question in that regard, reconciling to our route needs. Dan, I think the key question right now is the variable costs of fuel and crew costs, are such that the economics are very different at $115 a barrel, as everyone knows, than what they’ve been in the past. So we are in an evolving, changing environment where we’re going to have to come to grips with what flights don’t work in that environment and that has to take precedence over the other overhead type costs that we’ll have to contend with over time. Now our hope is that we will be able to drive revenue growth; our belief is that we’ll be able to drive revenue growth and protect our fuel prices and the rest of our cost structure such that we can continue to grow the airline. We don’t know at what rate yet so we’re erring on the side of caution and growing slowly so obviously we’re not planning for the scenario that you’re asking about. But if indeed we get there, we’ll have to find ways. We strip out overhead and make sure that the cost makes sense relative to a smaller fleet. That’s not what we’re planning for at this point. Laura, I don’t know what you want to add on how we would deal with costs in that area.

Yeah, I think you answered it. If the variable cost on the flights we’re pulling out don’t make sense with the revenue production there will be pressure overall on the ex-fuel unit cost with these markets we think it will be more than offset by favorable unit revenue improvements.

I think the only other thing I can think to mention, again it somewhat relates to Jamie’s question which he pointed out, our cost advantage is still enormous. The impact on our competitors, of course, is not lost on Southwest Airlines here. So there are many variables at play, and we’re very confident that our revenue initiatives are going to work. I can’t promise you exactly when they’ll come on line, but we’re very, very confident that we’ll be able to boost our revenues. Likewise, at least with respect to the one controllable piece of our cost structure which is our labor cost, I’m very confident that we’ll be able to keep that under control. We have cost pressure with fuel, we have cost pressure with airport costs, our maintenance costs are somewhat lumpy so we’ve got a period here in 2008 where we’ve got more than normal, but over time I think those will be pretty benign. Dan McKenzie - Credit Suisse: I wanted to come back to consolidation perhaps from a different angle here. A couple days ago, the legacy carriers are taking steps to rationalize capacity in the legacy markets. Maybe just asked a little differently, what’s your sense about the need for rationalizing capacity among low-cost carriers?

Well, I think the stressors are there; low cost, high cost, whoever you are. I think the industry, as usual, is ill-prepared for this kind of a scenario with one exception, and that’s Southwest Airlines. So we are obviously taking steps to adjust to these different challenges. We have a very different plan today than what we had at this time a year ago. We’re in the position because we’re prepared that we can go about making these changes in a much more reasoned way but anyone who isn’t prepared is going to be forced to make more radical changes and that, I think, is again one of our biggest strengths in this environment is that we are prepared.

Your next question comes from Frank Boroch - Bear Stearns. Frank Boroch - Bear Stearns: Have you seen changes in bookings patterns in the Denver market in the last week or so?

No. I assume you’re talking about the Frontier filing which was Friday but no, nothing noticeable. Frank Boroch - Bear Stearns: Your competitors seem to believe that you have a great ability to impact industry pricing, and in fact control a large amount of industry pricing. If that is somewhat accurate, would it not be an interesting idea to liquidate the hedge portfolio, distribute that to shareholders, a 30% dividend yield, and then price the product in order to cover your costs, plus? I guess I’m just sort of curious on your thoughts on that.

Well, only if we want to go bankrupt. I think we’ve got to have a strong balance sheet, a strong fuel hedge, and then keep our cost structure low and match what customers are willing to pay. I think that’s the $64,000 question, is how much increased operating costs can our industry pass through to the traveling public? There’s obviously some travelers that are inelastic and there is a greater number that are very elastic and that’s the equilibrium we’re looking for. As to the notion that we, “control” prices, I only wish that were true. It is a very, very competitive environment. It is furthered by the problem that there’s so much transparency in fares and the fare offerings are so complicated. Having said all of that, we are the low cost producer and I do think that we are in the best position in the industry to hopefully realize fare increases effectively. So if the net of your question is really are we of a mind to increase fares, we have to. With energy prices at these levels we have to increase fares and we made it through the first quarter without any fare increases, and still we’re able to turn in an 8.2% unit revenue performance on a 6.4% increase in capacity which I was real proud of our revenue management and marketing team. I thought they did a phenomenal job. But we have put through two fare increases within the last week and we’ll have to be looking for opportunities to do more. Frank Boroch - Bear Stearns: Lastly talking about seat flexibility and seizing any potential opportunities, how would you guys characterize the performance of a couple of your big markets that you’ve entered in the last few years relative to the rest of your system? Say, Philadelphia and Denver? Are those some of the best performing markets? Or are they still taking time to rise to maybe your performance of your West Coast markets?

Well, one of your competitors issued a report recently talking about our new market development being more or less in line with history, and I tend to agree with the conclusion that he was reaching there. I was just answering your specific question about Philly and Denver. Obviously markets, year-to-year change depends on where they’re coming from. Our mature markets are growing quite nicely for the most part, but the developing markets like Philadelphia and Denver and Pittsburgh, Fort Myers, the revenue gains in almost all of those markets have been very, very strong. They are developing, but they’re developing in a way that we’re very happy with. Of course back to the necessity here, with $115 crude oil, they have to for us to maintain a presence, we’ve got to depend upon markets developing arguably faster than they have historically. That is another area that we’re looking very closely at.

Your next question comes from Kevin Crissey - UBS. Kevin Crissey - UBS: I wanted to talk about the actual process for acquiring assets out of the Department of Justice review. You know, say Delta-Northwest, say there’s other transactions that go before the DOJ and the DOJ finds that certain remedies are required and those remedies would require a sale of assets that maybe Southwest would be interested in. What’s the process? It’s not a bidding process, is it? To what extent would your balance sheet come into play and to what extent wouldn’t it?

: Well, I think every situation is different, to be able to answer that question. But sometimes in the bankruptcy process -- well, this isn’t bankruptcy, this is consolidation so there’s all different scenarios out there.

I would assume if someone is being asked to shed assets, they would put them up for sale and. I don’t know literally if there would be an auction, but… We’ll have to compete for certain assets and I guess it just depends upon what they are.

It depends on what they are, whether they’re transferable or not and clearly whatever the situation is I think to Gary’s point, we’re the best prepared of anybody to react to what might be out there because we have a great balance sheet and we have lots of liquidity and we’ve got the lowest cost structure so we think we should be in a pretty powerful spot although we don’t know what that situation will be. Kevin Crissey - UBS: Right. I mean, that’s why I asked. I mean, if I were any of the legacy carriers looking to sell assets, you guys would win the bidding wars, assuming there was a bidding war. But by definition, this would be a market that you wouldn’t want a strong competitor like Southwest to enter because by definition the reason they’re being spun off is because you have a big presence there. So I was just wondering how that balance works between the balance sheet versus them, would they prefer to sell assets to an American versus a Southwest, even if American has to pay a lower price?

You make a very good point. I think that is a little bit more insight into the point I was making earlier in our conference call is that we want to make sure that we do have fair access into any growth opportunities. We’ll fight hard to do that. But in any event, what we want is an opportunity with minimal risk. So if what we’re talking about is getting into a bidding war over certain assets, we probably will pass on that. I don’t think either one of us are assuming we’re going to have to go pay a lot of money to pursue some growth opportunities here.

The only other thing I’d point out is in the situation you’re talking about, I think what the DOJ is going to want is low fare competition to fill the void. So that’s going to be one of the hallmarks of what they’re going to want to ensure happens. So I think we’re in a great spot there.

That’s what we have to offer.

Your next question comes from Ray Neidl - Calyon Securities. Ray Neidl - Calyon Securities: Gary, with all of the things that are going on in the industry right now, would you consider joining one of the big worldwide partnerships? And if you wouldn’t, what are you going to do with the replacement of ATA on the West Coast for some of your frequent flyers and fee traffic? Might you hook up with somebody like Alaska?

Ray, we don’t have any thought today and have not had any thoughts of joining any of the alliances. I don’t think we fit well; I think we’re much more unique and our technology is such that we’ll probably need a little bit more customized approach to that. I’ll just give you a hypothetical. You know, we’ve been talking for two years now about our desire to have an international presence via code shares. So it could be that we have one partner in Canada -- I realize it’s not international but a replacement partner for ATA to Hawaii; another one to Mexico and another one still to the Caribbean, ultimately with a thought that we would have a European partner and an Asian partner. So all of those will be custom deals, if you will, and we have all kinds of leads and have had a number of discussions underway. We can’t turn on six code share relationships simultaneously, so that was the point I was making earlier, is that we’ll probably try our best to prioritize and move through this in serial fashion, but I dare say by the time we get to the end of 2009, it would be my goal that we have all of these bases covered. That is the near international markets and Hawaii. We’ve also lost our code share connection to New York with ATA. We had a good business to LaGuardia and so that is another obvious thing that we could look to replace. Ray Neidl - Calyon Securities: Great. And it seems like you’re concentrating a lot of growth even though you are reducing overall growth, you’re concentrating a lot of it in Denver. What advantages do you see there?

Well, I think what we want to concentrate on mechanically is where there are growth opportunities. We have been delighted at the customer reaction that we have found just since our reentry there in January of 2006. So we’ve got load factors in Denver that are consistent with our system average. We’ve got very large unit revenue gains, especially considering how much capacity we’ve added to that market. I forgot now when we announced this, I guess it was back in January, we plan to add 18 more flights in Denver in May. So that was previously announced earlier in the first quarter. So the airplanes are going there because that’s where the demand is. It’s a very large market, it fits extremely well in our route structure. One of the things we learned when we first started code sharing with ATA is how much demand, even on a connecting basis, that our customers had to fly Southwest Airlines to Denver. So it’s turned out to be an extraordinary success for us. Ray Neidl - Calyon Securities: One technical question. From first quarter it looks like the tax rate and landing fees, I think you mentioned landing fees before, the tax rate was lower than usual, landing fees higher than usual. Going forward with the projections, can we go back to the usual tax rate of 38% and more normal type of landing fees with the growth that you’re doing?

: Ray, the tax rate was released in the GAAP earnings, and we treated that $12 million credit to taxes, we consider it a special item. But that was a reversal of that Illinois State tax law change that we had last year. On the airports, we did have a big adjustment that we didn’t expect in the first quarter from Baltimore. We gave guidance for the second quarter that was different than the first quarter trends, in the low 60s for the second quarter.

We have time for one more question today. It comes from James Higgins - Soleil Securities. James Higgins - Soleil Securities: Good morning, everyone. Is there anything new to say on the pilot talks?

There’s always progress, I think. It is proceeding, and I wish it was going faster. I won’t lie to you and tell you that I think it’s going as fast as I would like. But on the other hand it’s the first section 6 negotiation that we’ve had with our pilot group since 1994. So there’s a lot of work to be done and they’re making meaningful progress. So other than that, there’s really nothing that I feel like I can report. James Higgins - Soleil Securities: Can you share with us how much you earned from your ATA relationship in 2007?

How much we are earned? It was about $40 million last year. We had expected it to be around $20 million this year after they reduced LaGuardia and DCA; it was $40 million last year.

At this time I’d like to turn the call back over for any closing or additional remarks.

Thank you all for joining us this morning. If you have any questions, the IR team will be available. Have a great day.