Laura Wright - Chief Financial Officer, Chief Accounting Officer and Senior Vice President of Finance Gary Kelly - Chairman, Chief Executive Officer, President and Member of Executive Committee

William Greene - Morgan Stanley Duane Pfennigwerth - Raymond James & Associates Glenn Engel - BofA Merrill Lynch Jamie Baker - JP Morgan Chase & Co Hunter Keay Michael Linenberg - Merrill Lynch Helane Becker - Dahlman Rose & Company, LLC

Welcome to the Southwest Airlines Fourth Quarter 2010 Conference Call. [Operator Instructions] On the call today is Gary Kelly, Southwest's Chairman, President and Chief Executive Officer; and Laura Wright, the company's Senior Vice President of Finance and Chief Financial Officer. Before the company 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 the company's financial results press release in the Investor Relations section of its website at southwest.com for further information regarding forward-looking statements and for a reconciliation of non-GAAP results to GAAP results. At this time, I'd like to turn the call over to Gary Kelly for opening remarks. Please go ahead, sir.

Thanks, Cynthia. Thanks, everyone, for joining us. We are very pleased to be with you all this morning. 2010 proved to be a very satisfying year. It was an upbeat end to what, I think most would agree, has been a lost decade for the airline industry. Our fourth quarter earnings were very solid. That was despite a 12.7% jet fuel price increase year-over-year. Excluding items, we produced $115 million in earnings, $0.15 a share. That was a 55% and a 50% increase, respectively. We had a very strong revenue performance. We set a number of records. Revenues grew 14.8% year-over-year. Anytime we can get double-digit revenue increases, that's something to be celebrated. Unit revenues grew 8.8% year-over-year. Traffic grew 10.1%. Load factors were up 3.4 points. Our market share continues to grow compared to the domestic industry. Yields were up 3.5%. We set fourth quarter Southwest Airlines records for load factor, PRASM, RASM, revenues, RPMs, O&Ds, on boards and enplanements. So I think that's just about every revenues statistic one can think of. We set all-time Southwest Airlines quarterly records for PRASM and RASM. We had a fantastic year as well. We had a wonderful rebound from 2009, well ahead of our plan. We had similar annual revenue records established, along, interestingly enough, we had record earnings per share x items on a split-adjusted basis at $0.74. Our return on invested capital was 10% though pretax. That's short of our 15% target in previous records that we've set. But still that's a nice improvement and great progress towards our goal. Our non-GAAP operating margin for the year was a very healthy 10.7%. Our net margin was another healthy 4.5%, but still both are short of our goals, but again, great progress. I expect the strong revenue trends to continue in the first quarter and hopefully throughout 2011. In particular, I believe business travel demand will continue to strengthen, and hopefully, in our short-haul markets. Of course, the comparisons year-over-year will get harder, but the sequential trends will hopefully be sustainable. So except for fuel, our outlook for 2011 is quite good. Bags fly free and now our no change fees campaign, along with our continued tuning from revenue management and schedule optimization should continue to provide tremendous momentum. Through it all, our people are doing a terrific job managing our operation in a changing environment, in a very challenging environment. I am very proud of them. Our customer brand rankings validate my claim that our people are indeed the best when it comes to domestic air service. So next up for Southwest Airlines in March is the launch of our All-New Rapid Rewards program. I'm very, very excited about that, along with the launch of three new and exciting cities: Greenville-Spartanburg, South Carolina; Charleston, South Carolina; and Newark, New Jersey. And then next quarter, subject to government and AirTran shareholder approvals, we plan to close on our AirTran acquisition and, of course, work is well underway planning that ensuing integration. So for the future, work is underway to bring in the 737-800 to our fleet. That will occur in 2012. Work is underway also to replace our reservation system, which will come online at a yet to be committed date. But most certainly, it will be sometime after 2012. And with that very quick overview, and again, my thanks to all of the Southwest Airlines people, I'd like to turn it over to Laura Wright, our CFO, to take you through the quarter and the year.

Thank you, Gary, and good morning, everyone. We're very pleased to close out 2010 with a fourth quarter GAAP profit of $131 million. Our fourth quarter GAAP results included a net gain of $31 million relating to non-cash, mark-to-market and other items associated with our fuel hedges. In addition, we have a $7 million charge before profit sharing in taxes related to our proposed acquisition of AirTran. Net of profit-sharing and taxes, the impact was about $3 million less than $0.005 a share, and the majority of these costs were for consulting and legal fees. Excluding these special items, our fourth quarter earnings were $115 million or $0.15 per diluted share, which was in line with Wall Street's expectations. Our operating income, excluding special items, was a fourth quarter record at $260 million, and our full year 2010 GAAP net income was $459 million or $0.61 per diluted share. Excluding special items, our 2010 net income was $549 million or $0.74 per diluted share, which Gary noted was a record EPS performance x special items. We did make excellent progress in 2010 towards our 15% pretax return on invested capital, realizing a pretax ROIC of approximately 10%. These were tremendous results, and I would also like to thank the employees of Southwest for all their hard work and many accomplishments this year that enabled the results that we are able to announce today. Our revenue performance in the fourth quarter was outstanding, our passenger revenues increased by $361 million to a record $2.9 billion. And on a unit basis, our passenger revenues grew 8.1%, while our operating revenues grew 8.8%. With over 40% improvement in other revenues, combined with a 3% improvement in freight revenues, our total operating revenues increased almost 15% to a record $3.1 billion in the fourth quarter. Compared to two years ago, our total fourth quarter revenues grew by $380 million on about 3% less available seat miles, resulting in a two-year unit revenue increase of 17%. Compared to three years ago, our total fourth quarter revenues grew by $557 million on about 2% less ASMs, resulting in a three-year unit revenue increase of 27%. Our unit revenue gains over both of these time periods have far exceeded the industry average results. We continue to gain market share with our traffic up 10% in the quarter on a 5.5% increase in available seat miles, and we continue to have record load factors with record loads each month throughout the quarter, resulting in a record fourth quarter load factor of 80.7%. Despite carrying record loads for the year, we will report nearly an 80% on-time performance for the year, and I'd like to congratulate our frontline warriors for their valiant efforts to maintain operational excellence. We previously reported favorable year-over-year unit revenue comparisons in October, November and December. For October, passenger RASM was up approximately 11%, November was up about 8% and December was up 5%. Our January revenue and booking trends thus far suggest a year-over-year improvement in our January PRASM similar to or possibly slightly better than the 5% year-over-year improvement in December 2010 PRASM. On a sequential basis, these trends suggest our January nominal PRASM will be in line with historical sequential declines from the nominal December PRASM. Our bookings thus far for the remainder of January, for February and for March all look strong, and we're encouraged to begin the first quarter with sustained momentum. However, we do anticipate that our year-over-year PRASM comparisons will become more difficult in February and March compared to January due to last year's PRASM acceleration as the quarter progressed. We also had a PRASM benefit from weather last year, mostly in February from the flight cancellations. We canceled the equivalent of about one day's flight in February last year due to extreme winter weather, which actually boosted our first quarter 2010 PRASM by about 1%. In addition, March of 2010 had a small benefit from an early April Easter, which we will not have this year. Although still below our 2008 nominal passenger levels, our fare passengers have continued to grow year-over-year, suggesting that business travelers are returning or at least customer spending habits are changing. In the fourth quarter of 2010, we experienced an increase in the nominal full-fare passengers versus the third quarter. Normally, you would expect a seasonal sequential decline moving into the fourth quarter. This suggests we're finally seeing a rebound in our business travelers. Our fourth quarter full-fare mix was 20%, which is up about two points from the fourth quarter of last year and it's up two points from the third quarter of 2010, and of course, this is on a higher load factor as well. Demand for our Business Select product remained strong, with 19% more Business Select passengers than a year ago, producing $21 million in incremental revenues. Our right amendment revenues were strong again, contributing $55 million in the quarter compared to $45 million a year ago, with full year 2010 right amendment revenues of $216 million versus $162 million last year. Turning to freight and other revenues, our freight revenues were $32 million, and we expect that our freight revenues for the first quarter of 2011 will be in line with our fourth quarter 2010 freight revenues. Our other revenues were very strong; they increased over $40 million, which was a 40% increase to $137 million. The $40 million increase year-over-year was primarily due to an increase in our EarlyBird revenues and our business partner income. Our fourth quarter 2010 EarlyBird revenues were $29 million. And for the full year, our EarlyBird revenues totaled $98 million, which was an outstanding performance, easily exceeding our expectations for the first full year to offer this product. Our pets, unaccompanied minors and excess bag charges combined were $13 million in the fourth quarter. We're currently expecting another year-over-year increase in our other revenues in the first quarter but at a significantly lower rate than experienced in the fourth quarter of 2010, likely to high single digits. And on a unit basis, we do not anticipate that our year-over-year total operating RASM change will continue to outpace our year-over-year PRASM gains in 2011 like it did in 2010, as we had easy year-over-year comps in 2010 as many of our other revenue products were not introduced until late 2009. Turning to costs, our fourth quarter operating expenses, excluding special items, increased 13.4% year-over-year. The increase was 7.6% on a unit basis, which was in large part due to higher fuel prices. Our economic fuel costs for the quarter increased 12.7% to $2.48 a gallon, which was slightly better than the guidance we previously provided. The increase from our third quarter economic fuel price of $2.38 per gallon was primarily due to higher average crude oil during the quarter, it was about $9 a barrel higher. As well as higher refinery margins, which were up almost $4 a barrel. Our fourth quarter $2.48 per gallon fuel price included $14 million in unfavorable cash settlements, which was a $0.04 per gallon penalty versus our unhedged fuel price of $2.44 per gallon. Speaking to first quarter 2011 fuel, we provided a schedule of our hedge coverage in this morning's press release. Based on this hedge position, and the January 18 forward curve for crude and crack spreads, we're currently expecting our first quarter 2011 economic fuel price to be in the $2.80 per gallon range, including taxes. That price per gallon is approximately $0.02 higher than the unhedged fuel price. And at current market levels, our post-2008 hedges have offset most of the $0.15 per gallon penalty from the unwinding of our pre-existing 2011 hedges from late '08 and early '09. The premium costs associated with our first quarter fuel hedge are estimated to be in the $31 million range. We also provided a fuel sensitivity table in this morning's press release based on our existing hedge position. And as a reminder, the sensitivity table factors in the performance of our active hedges that we have in place at various market prices and it also factors in the locked in losses from the hedges that were unwound in late '08 and early '09. The table does not include our premium cost as they are recorded below the line in other gains and losses. For 2011, it's difficult to give guidance with precision on fuel. But again, using the January 18 forward curve, which we used to forecast our fuel price, it certainly points to rising energy prices throughout the year. Based on the current forward curve as of January 18, crude is averaging about $95 for the full year of 2011, with January at about $91 and December around $97. Our 2011 fuel hedge is weighted heavier towards the back half of the year. And if using the January 18 forward curve in our current 2011 fuel hedges, we're estimating our full year 2011 fuel price per gallon to be in the $2.80 to $2.85 range, which implies no net hedge penalty or gain for the year. If prices rise above the current forward curve projections for the remainder of 2011, our hedges would will begin to produce net gains providing for a lower hedge price per gallon versus unhedged price. Based on this forecast, our fuel headwinds for 2011 is about $650 million adjusted for our year-over-year capacity increases. The total net value of our hedge portfolio as of January 18 was an asset of approximately $225 million. That's up from the December 31 value of approximately $150 million. Our current collateral posted with counterparties is net cash of around $120 million and our aircraft collateral facility remains available, but it's currently undrawn. Excluding fuel and special items, our fourth quarter cost increased 5.8% on a unit basis. The primary drivers of this year-over-year increase were salaries, wages and benefits, aircraft maintenance, advertising and chart sale discounts. Higher wages contributed to over half of the year-over-year increase in salaries, wages and benefits and higher profit-sharing accounted for approximately 25% of the increase. We accrued approximately $33 million in profit sharing and $48 million in 401(k) expense during the quarter, for a total benefit to our employees of $81 million up from $63 million last year. And for the full year 2010, we accrued a total benefit to our employees of approximately $350 million in profit sharing and 401(k) match. Our maintenance unit costs increased almost 15% year-over-year, primarily due to more air frame repair events in the fourth quarter, but also our fourth quarter 2009 maintenance unit costs were unusually low. Our advertising unit costs were up 8% year-over-year, primarily as a result of our Bags Fly Free and southwest.com campaigns and finally, our chart sell discount for revenue-related unit costs were up 10% year-over-year due to the 14% year-over-year increase in our passenger revenues. Looking forward to the first quarter of 2011 based on current cost trends, we expect that our unit costs, excluding fuel and special items, to increase in the 2% range year-over-year. We continue to have cost pressure in the first quarter, most notably in maintenance, advertising and revenue-related costs. Our maintenance unit costs are estimated to be in line with the $0.79 realized in the fourth quarter of 2010, and our advertising costs are expected to continue at a similar nominal unit costs as experienced in the fourth quarter due to our ongoing change fee advertising campaign as well as the rollout of our new improved Rapid Rewards Frequent Flyer program. For full year 2011, we expect a similar increase in our non-fuel costs as in the first quarter, primarily due to inflationary type non-fuel cost increases. Moving to the balance sheet, as we reported this morning, we currently have approximately $3.8 billion in core unrestricted cash and short-term investments. Our leverage including our aircraft leases at year end was approximately 40% and we had another strong quarter for cash flow from operations with $269 million in the fourth quarter and $1.6 billion for the full year. For 2011, we are currently expecting capital spending in the $800 million to $900 million range, and we have debt maturities in 2011 in the $500 million range. Turning to our fleet, during the quarter, we acquired two -700 from Boeing, which was one more than expected due to a one-month shift in timing from January 2011 to December 2010. We also acquired one leased 700 aircraft in the secondary market, that's previously disclosed. We retired four of our owned 300 aircraft during the fourth quarter, which resulted in five total retirements in 2010. So we ended the year with 548 aircraft. Moving to 2011, we expect to take delivery of 17 -700 from Boeing this year, as well as two more leased 700 aircraft from the secondary market, resulting in 19 total deliveries. This is three more than originally planned due to the need to acquire three additional delivery spots from Boeing this year, which is helpful as we manage our current and future fleet needs with our multiyear classic retirement plan, which remains fluid. Our delivery schedule by quarter is currently as follows: In the first quarter, we have five 700s; in the second quarter, five more; third quarter, seven; and the fourth quarter, two. We continue to evaluate the timing of our retirement schedules for 2011 and beyond. Keeping in mind that we currently have no intention to significantly grow the fleet absent AirTran until we hit our profit target. For 2011, we have some leased aircraft reaching expiration, as well as some owned 300 slated for retirement, so it is likely we will have double-digit retirements this year. However, as we've mentioned, it's not an exact science, so we'll likely be plus or minus a few from year-to-year as we manage our fleet needs with our retirement plans, our maintenance needs and protecting the overall quality of our operation. In addition to a change in our 2011 aircraft deliveries, we also shifted some of our 2012 deliveries that resulted in 20 firm orders now for 2012 versus the previous 23. The three aircraft shift consisted of one delivery moving into late 2011 and the other two shifting out to 2016. And as we previously announced, we substituted 20 of our 2012 -700 firm orders for 800s, which now represent all of our 2012 scheduled deliveries. We're currently evaluating substituting our 2013 and beyond deliveries to 800 as well. Taking into account all the revisions to our Boeing schedule, the net change for what we last reported is three additional aircraft. Our quarterly capacity plan for 2011 is as follows: The first quarter '11 is expected to be up approximately 8% to 9%; second quarter up approximately 5% to 6%; third quarter, 4% to 5%; and fourth quarter, up 4% to 5%. All in, that resulted in expected full year 2011 capacity increase of 5% to 6%. And we have three new cities planned for March, Charleston, Greenville-Spartanburg and Newark and all combined, this new service accounts for about 1% of the 6% capacity growth. The remainder of the 2011 capacity increase is primarily attributable to two factors: First, we're taking advantage of attractive opportunities to increase our fleet utilization, especially during peak travel periods; and second, we have a heavier weighting of capacity growth in the first half of 2011 comparable to the first half of 2010 when our capacity was down over 3%. As we turn 40 years old this year, we have approximately 550 aircraft, we serve 72 airports, and we carry more passengers in the U.S. than any other airline. So as you can imagine, our schedule has to remain dynamic to be able to respond accordingly to changes in demand and other economic factors. As we've shown over the last several years, we now have much better tools and techniques that give us the capabilities to better match the private demand. In 2009 and 2010, were both prime examples of adjusting capacity to meet a changing demand environment while at the same time, executing a unit revenue premium over our peers. All while still remaining America's preferred low-fare carrier as evidenced by our number one DOT ranking for customer service, which is something we're obviously very proud of. And with that, Cynthia, Gary and I are ready to take questions. Can you please give instructions on how to queue up?

[Operator Instructions] We will now begin with our first question from Hunter Keay from Stifel, Nicolaus.

So, Gary, I noticed that you guys have sort of shifted the tone of the advertising campaign a bit sort of turning the focus away from bag fees a little bit more to the change fee. I've noticed the commercials; I think many people have too. Do think that, that you might be, you talked about some of the RM improvements you're working on. Do you think that sort of locking yourself into a lack of change fees might tie your hands a bit on sort of the yield you might be able to squeeze out, let's say, an improved RM system?

Well, it definitely commits us to a brand strategy. I would agree with that. In terms of locking our hands, I think our strategy is really to win more customers. We have this opportunity to differentiate ourselves, and we've used the phrase or the word that we see as a gift. And obviously, we've been able to run the business very effectively with that approach. I think to not couple the two together would potentially seriously diminish the value of the Bags Fly Free campaign, which again, we believe has been tremendously successful. Said a different way, if we were to now change and begin to charge change fees that runs the risk of destroying a lot of the goodwill and value that we've created with the no bag fees. So I'd rather have a customer, Hunter, than a bag fee and we get a lot more money that way, and obviously, we've gotten a lot more customers. So we think that's working, and we haven't charged change fees in our history. And clearly, with this campaign, or emphatically saying, we have no plans to change our change fees.

And I guess the other thing I wanted to talk about a little bit was the January RASM number, which I thought was incredibly strong. And then you guys I think just kind of hinted a little bit maybe then some upside to that? And given the capacity increase and given the comp, does that reflect some of the recent fare hike activity? I mean, as we think about moving through the month like the comps get brutal into February and March, could we actually maybe see that, that rate kind of sustained maybe even sequentially increase a little based on some of the fare hikes that have been passed through that probably around in that January numbers just yet?

Yes, so, Hunter, this is Laura. The guidance that we gave for January indicates that it could be slightly better than what we experienced in December. Certainly, as you know, we did pass another fare increase last week. So we expect that the benefit from that would be in the latter part of the quarter. We won't see a lot of that real soon. But again, I think we talked through some of the comps from January to February and March, but they do get more difficult. So bookings are strong as we go forward. But we do think the comps are going to be more difficult as we progress from month-to-month.

So it's probably reasonable, just based on comps and capacity that sequentially you could maybe, it's going to be probably difficult to sequentially increase that year-over-year growth rate just based on comps alone?

Yes.

We will take our next question from Bill Greene with Morgan Stanley. William Greene - Morgan Stanley: I'm wondering, Gary, is there a price at which you'd reconsider this capacity growth? Is there a fuel price you'd consider that. Because generally what I've heard from airline so far this week is in spite of a pretty big run in fuel, there's not really been an adjustment in any capacity plans that were sort of hinted to that or announced at the end of last year. So I'm curious how we should think about when we would need to adjust this? Was that point look like?

That's a great question, Bill, and a very fair one. I don't have a bright line to give you today. Except for fuel, again, we have a great outlook for 2011. And obvious to everyone, of course, that's the big issue. And I felt that for some time, and that's what everybody is saying and no doubt what you're thinking. I would say this. Where the futures market is today, I'm not suggesting that we are comfortable. That's probably not the right word, but we're not shocked by it, and I think we are well prepared to absorb that level of fuel price, fuel cost and still sustain our plan for 2011. If it goes up to $150, I think that that's pretty clear that that's on the other side of what would be a good business plan here in the near term. So we're not expecting that, that would happen. So obviously, somewhere south of there is a point that we would need to be slowing our growth. We're published through August. So every schedule that we publish, we talk about this very thing, and we don't go out for a year with our schedules. So I think that, that provides us more of a natural hedge, Bill, than our counterparts who typically I think publish 330 days out. So I don't have an answer specifically, but we have a solid year in terms of our outlook with the current fuel. We've got a three-pronged approach to manage it, which is with our hedge, with continuing focus on conserving fuel and then finally, with revenue offsets. And I think Laura and I have both tried hard here this morning, I guess now this afternoon, to illustrate how strong our revenue momentum is. And so at least for now, I think we're very comfortable with our plan which fuel prices were lower. But we'll see a nice offset to fuel price increases from here with our hedge that's in place. And the hedge, of course, is pretty substantial, as you know, by the schedule and by following us. It's pretty substantial through 2014. So we'll have ample. That's what it's for. We'd have ample time to adjust. If we need to slow down our growth, we have a lot of airplanes that we could retire. So I think we're in good shape on all those folks. William Greene - Morgan Stanley: Have you seen any elasticity in the demand since these fare increases have gone through?

Well, we've had record loads up to December, and I'm going to let Laura answer about the relative comparisons with traffic in the first quarter. But you know what we've said. We've said we are looking at a continuing strong revenue environment from what we've seen so far in January, and that we see strong bookings for the rest of the quarter. But you want to add a little more precise answer there?

Yes, I think the most recent fare increase is too early to tell. It hasn't been out there long enough to know. But certainly with the fare increases that have preceded it, we still have very strong bookings in place. We gave you where our January year-over-year PRASM is. So far, they've been pretty effective. Certainly, it's something that we'll watch and see how we go. William Greene - Morgan Stanley: And your comments about sort of a slower growth rate on other revenue into non-fare revenue, does that suggests then that maybe there's fewer buckets we can dip into there? Are there things we should look at to raise fees?

Bill, I think the comment there is we just had 40% year-over-year growth is explosive. So we had a lot of products that we introduced in '09 that didn't have much revenue in '09, and they did terrific in 2010. So we definitely think they have upside to grow, but they're not growing from a base of almost zero.

I think I would only augment what Laura's saying and perhaps it's a little repetitive, but I think in various repeating. I've said it and Laura said it earlier, our business demand; it is evident that it is improving. And I would point to signs really in the third quarter that it began to pick up. And the change in trend with full-fare traffic from third to fourth is remarkable for us at least to take note of. So I am bullish about that momentum continuing. And as you know, that is less elastic demand. So our short-haul markets year-over-year are finally beginning to outperform the rest of the markets as well on a revenue basis. So I think all of that sort of hangs together. So I don't know, in other words, that the big numbers are not the fees for us. I don't think we are so concerned that we're going to see a slowdown in the growth in the other category at all. They will continue to dial-up and tune up as best we can with pricing and load factors to drive this revenue momentum.

We will take our next question from Helane Becker with Dahlman Rose. Helane Becker - Dahlman Rose & Company, LLC: So Gary, I actually have a follow-up question about your business traffic mix, which is really terrific that it's going back up. Do you think at some point your business travelers can come back to you and tell you they expect a first-class cabin? Is that something you would have to consider changing your thought process in what you offer them?

No, I don't see that. We feel like we know our customers well. And, in particular, over the last five years, we have done more research with our customers than ever before in our history, and they like the Southwest experience. We get anecdotal evidence of winning more new customers during this time period with the product as you know it. The boarding process has vastly improved. That's made a world of difference. Business Select has made an enormous difference with passengers that might otherwise, Helene, be thinking about that kind of alternative product. And there are other features, just being on our A-list, where you're automatically checked in. And even if you don't want to spend the money on Business Select, the EarlyBird product is another good alternative. So, all of that working in tandem, along with having the number one customer satisfaction ranking, I think has served us very well. The number one request that business customers have had is to improve our frequent flyer program. And so if anything, I feel like that along with rolling out the in-flight Internet connectivity, we're going to have more to offer our business customers. And we have no plans to change our seating either with assigned seats or bigger seats, and just not a request that we're getting. So, short answer is, no. I don't think that, that will be an issue with business travel demand picking up. Helane Becker - Dahlman Rose & Company, LLC: And then my other completely unrelated question is about the Wright Amendment. Laura, thank you for the information on those revenues for this year and I know it goes away completely in 2014. Can you just say what changes will occur in 2011 and what you're thinking about in terms of revenue contribution from that for this year?

Make sure I understood the question. In terms of the transition from repeal, there's no real change in 2011 in terms of our operating and what we can offer. So, we have a significant change in 2014 when we can begin to fly the routes nonstop. But certainly, we saw a big growth during 2010 in our Wright Amendment passengers and revenue and in business mix there as well. So I think it will follow along with the trends that we're seeing along the rest of the network. That's really the significant changes in 2014 when we can begin operating nonstop. So, Gary, do you have any?

Well, Helene, if I'm tracking the nature of your question, the compromise, as I think it was called was enacted in '06. And then eight years later, the law was going to be fully repealed with some restrictions remaining but very minor. There was a midpoint, as I recall, in '10, 2010, where we got one more gate. And other than that, I don't think anything changes between '06 and '14. And that one more gate wasn't a material event for us in 2010, if that's answering your question.

We will take our next question from Michael Linenberg with Deutsche Bank. Michael Linenberg - Merrill Lynch: Laura, I just want to go back. You talked about how you would see direct growth in RASM outpace PRASM in 2011 because of the more difficult comps. How does that -- when we think about the launch of the frequent flyer or the revamped loyalty program, and the press release indicated that it could enhance revenue by several hundred million dollars, what should we anticipate in 2011 and kind of what's the run rate to get to, when I think of several hundred million dollars, I sort of think of $300 million of maybe enhancements, is that a three-, five-year window? How should we think about that?

Yes, I think, Mike, certainly, to reach the full potential of Rapid Rewards, it's a multiyear phase in. 2011 is a transition year because you kind of have the old program and you have the new program, and there's rules on converting it. So in terms of the revenue contribution, we think 2011 will be modest. But also in terms of you thinking about PRASM and RASM, a good portion of what we get in our frequent flier program, the partner credits, it's actually recorded in the passenger revenue line because you recorded those people fly the reward tickets. So in fact, the majority of the frequent flier partner set goes through PRASM rather than RASM. I just want to make sure you think about it that way.

But I guess still, as we, if we're successful and we get more cards, then more Visa cards out there. You're right. We'll see growth in our other revenue category. But the point is the majority of this new rapid rewards program would be in passenger revenue.

And we're not saying we don't expect to see RASM grow. It so outperformed PRASM in 2010 because of all of the products that we initiated from scratch. Michael Linenberg - Merrill Lynch: And then just my second, Laura, when you gave the CASM x fuel guidance for the quarter. And then for 2011, you said at this point that the increase would be something similar to the March quarter like the 2% range, right? Did I hear that right?

You did. Michael Linenberg - Merrill Lynch: If it's 2%, and then if we bake in the $2.80 to $2.85 per fuel, it seems like your all in unit costs are up somewhere in the 6% to 7% range, and maybe even higher. When we think about where RASM is in January and February and we sort of think about okay, what do they need to do to keep margins flat and/or improve upon what you did in 2010 so that you can get to the 15% pretax ROIC, I guess is the hope here that higher fuel price is going to be accompanied by a stronger economy and a better business mix, therefore, allowing you to move fares higher? Is that the way we think about that, call it, I think, Gary, you indicated on the news like a $600 million or $650 million cost headwind on the higher fuel fees?

Yes. So the answer is, we've always assumed, even before the $650 million or 2011 plan always had a fuel headwind. So certainly, we have got to cover the cost increases with further revenue improvements. And that's certainly the game plan that we have and what we need to be able to do to this to cover those increases.

We will take our next question from Duane Pfennigwerth with Raymond James. Duane Pfennigwerth - Raymond James & Associates: Just want to ask you a question on capacity and not your own capacity growth, but really competing supply on your network. Our numbers looks like that was down pretty substantially in 2010 some quarters like 2Q, 3Q, down in the 6%, 7% range. And wondering if you could just talk about how you think that competitive dynamic will play out in 2011. It looks like on our data may be down three-ish this quarter and then maybe starting to turn positive in 2Q and understand 2Q is a long way off. But is this a function of are we waiting for somebody to blink on the capacity front? Do you think you're going to see reductions in competing supply going forward as you have in the past?

Yes. I think we know what you know, Duane. And your numbers are right in line with the data that we have. We encourage you in 2010, particularly the first part of the year; we saw some pretty significant competitive capacity increases in our markets. We did not see the same reductions in the fourth quarter that we saw in the first three quarters of the year. But looking at the first quarter, we're looking at competitive capacity down about 3% in our direct markets and to your point in the second quarter that kind of turns and looks like its basically flat after that. So we don't have anything that we know that shows our competitors are going to continue to reduce capacity and we're certainly not building a business plan around that assumption. Duane Pfennigwerth - Raymond James & Associates: On the premium expense, you said $31 million. Is that a reasonable run rate to assume for the rest of the year?

Yes. I think, Duane, somewhere in the $35 million, $35 million to $40 million range is reasonable. Similar to what you saw in a quarterly basis last year.

We will take our next question from Ray Nadel [ph] with Maxim Group.

Yes, I was just wondering longer term here with the aircraft, with Boeing not going to re-engineer their narrow body fleet, but Airbus looking at possibly doing that. Does that change your thinking about going to a dual fleet type for the fuel efficiency?

I think I understand your question, Ray [ph]. So you redirect us if we're not on the right track. Boeing has not given us an answer. We are interested in getting a more efficient airplane. So, just to be clear on that point, Boeing has told us, and I think whatever recently at least is that they're looking for a decision on that midyear. And the decision I assume is going to be whether they will put their effort into an all-new aircraft or whether they will have what one could described as an interim step and a re-engine. But they have not given us an answer on that. Based on what they tell us, then I think we'll have to evaluate our options like any business people. So I think, Ray, it depends. If they told us that we're not going to see a more fuel-efficient 737 for another 20 years that probably would cause us to do something. So we love the 737. We love for it to be more fuel-efficient. We are gaining a second fleet type, of course, with the Boeing 717 with the AirTran acquisition, and I think it's important to note, and I assume you know this, Ray, but at some point, we'll have a different airplane. In other words, if Boeing comes forward with a replacement aircraft, it's hard for us to fathom that it will be a 737 type rating. So, we have gotten our minds wrapped around the reality that at some point, we will likely have another fleet type. So I think that's the fundamental question that you're asking is... are we up for that? And the answer is I think really answered by that the AirTran acquisition is that, yes; we think we can manage multiple fleet types. We don't want 10, but two or three, I think we will be gearing ourselves up for that reality at some point.

But if Boeing comes out with a new aircraft sooner than we expect, say, five, six years out, are you in a position to re-fleet your fleet very rapidly? I know your balance sheet and cash position is very strong. But do you have to make some very rapid aircraft acquisition decisions then, I believe?

Well, we have to make some decisions. And I think Laura pointed out that even the current retirement plan is pretty dynamic, primarily caused by the AirTran acquisition and all of the options that it presents for us. But there's other things going on in the world too, just the economic recovery and fuel prices and maintenance burdens and on and on and on. So, that is something that I don't feel like we have quite settled on yet. But yes, first of all, we have to understand what they can do for us and then we'll have to factor that in just as you have posed the question. What options do we have? We'll have to balance that against our CapEx, affordability and on and on and on, so the economics will I think pretty much answer that question. But we don't know what they are yet. So it's just premature to try to give you much insight there.

And with the new reservation system coming along, is it going to give you the ability to generate non-ticket sales such as doing more hotel room sales, car-rental sales and so forth?

Off the top of my head, I don't know. But I don't think that, that is, in my opinion, I don't think that's really dependent upon our res system. We've got those capabilities today on our website, and we have the option to enhance those capabilities on our website if we choose to. So I don't really think that's a res system capability. In addition to international, Ray [ph], what it clearly would bring, what I am knowledgeable about is that there are re-accommodation functions and revenue management functions in the res system that we are very interested in. So, there are definitely other benefits besides just international.

Is that an area you think you might want to move into generating revenues away from the airline?

Yes. I think we do. Our priorities have been different over the last five years. You're obviously very familiar with what our strategy has been. You know what we signed up for now. Now, we only got four big ideas that will be a lot of work for us and we'll need to do those well that is AirTran, All-New Rapid Rewards, the 800 is a big body work for us and then finally the new res system. But along the way, trying to generate an extension, a revenue stream that's an extension of southwest.com is definitely one of our ideas. We just have not made it a top priority at this point for all of the reasons, again, that you know.

But still no baggage fees, right?

No, Ray.

And we'll take our next question from Jamie Baker with JPMorgan. Jamie Baker - JP Morgan Chase & Co: Gary, on the topic of what aspects of AirTran you might keep around, first class is out, if I'm feeding those out, but what about the use of red eyes? It's something you've stayed away from traditionally and obviously, feel free to call me if you fool a five if you snuck a few red eyes in, just thumbing through the OIG, and nothing popped out.

No, I don't think we can't sneak anything past you, pal. So I don't think we have a different view right now. But what we're trying to do and we're, obviously anxious to close, so we can make this all real instead of just talking about it. We're anxious to learn from AirTran, and we are trying to be as open as we can to being able to change our playbook. So, that's something that I wouldn't dismiss out of hand. There are operational challenges for us with the way we crew, with the way we maintain, with our current reservation system as a practical matter. But that something that I think we'll want to continue to look at because we do have a goal of increasing our aircraft utilization, and that might very well prove to be an option for us. But my view, and I think our team's view has typically been, that that's very low-yield business. And in a $90 crude oil environment, it just doesn't work. But that will certainly challenge that paradigm. Jamie Baker - JP Morgan Chase & Co: Second question for Laura. You have a secured aircraft deal coming due year end. It would seem that you have pretty attractive access to unsecured financing. Should we assume you pursue a secured or unsecured solution?

I think you should assume that will just pay off that debt and we don't have any intention at this point in time in needing to do any refinancing. So that's the plan as we sit here today. If we were going to the market, it would be unsecured though. Jamie Baker - JP Morgan Chase & Co: Lastly, and I don't want to shift the focus away from Southwest here, Gary. You have a direct connect GDS bypass model already. The industry or at least AMR for now is trying to move in that direction since you're obviously impartial in this regard, any unique technological warnings that you think the industry might be overlooking? Any IT landmines other than just the fact that some of their ticketed itineraries might be a little bit more complex than yours?

Jamie, I think it is horribly complicated, terrifically expensive, and I think they should just continue to do what they've been doing all these years. Jamie Baker - JP Morgan Chase & Co: Is that seriously your answer, Gary?

Jamie, I don't know that I have an answer. We've, obviously got a 40-year strategy. We know how it works. We've never really played in the other games. So I don't really know off the top of my head exactly what it would take to change from that. We have enough experience over here to know how difficult it is to manage change. So we have a fair amount of experience there. But otherwise, no I really don't have anything of any value to you to say at this point.

And we will take our last question from Glenn Engel with Bank of America Merrill Lynch. Glenn Engel - BofA Merrill Lynch: First, some just number questions. If I look at the fourth quarter the wages x profit share were up 9.4% and the headcount was up 0.5%. So that implies a 9% higher wage per employee for compensation. That's just a lot. What's driving that?

I can answer that. So on a nominal basis, our salaries, wages and benefits were up 9.3% as you noted. We did have a 5.5% capacity increase during the quarter, which means we flew more ASMs and we flew more trips. As you know, our crews get paid based on the volume they fly. So a lot of the increase is just based on the capacity increase that we had during the quarter. So if you strip that out and look at our salaries, wages and benefits on a unit basis and pull out profit sharing and 401(k), it's up 3.6%. So, that 3.6% does represent the kind of the rate increases that were based primarily on the contractual rate increases as well to a step increases that we have in our union contracts. So, that's probably a good proxy for what the real pay went up. Glenn Engel - BofA Merrill Lynch: Second number question would be, if I look at the other airline expense, that amorphous number, it was 10% higher than the third quarter, 20% higher than the second quarter roughly and yet the revenue and capacity was down versus the second and third quarter. So, what pushes that number up so high?

We have a lot going on in our other operating costs. If you look at it, excluding special items, and since if you look at that GAAP statement, just note that the $7 million in legal and consulting fees is going to show up in other expenses. But if you kind of strip that out, we were up about $50 million. A little over half of that, Glenn, was chart sale discounts. So, again, just totally being driven by the increase in passenger revenues. Glenn Engel - BofA Merrill Lynch: But, that's not true versus the second and third quarter, though?

We had the increase in the second and third quarter. I guess there's some other factors I'll walk through as well. We also had a higher advertising spend in the fourth quarter relative to the prior year and what you saw even in the earlier quarters of the year. And then the last piece of it, and that was about, I believe, about $8 million. And the last piece of it was we just have some higher spend in the fourth quarter on some of our initiatives that we've talked about. The res system of placements and some of those projects that were expenses are being capitalized. So, you kind of add those three together, you'll come up with that year-over-year increase. Glenn Engel - BofA Merrill Lynch: And finally on fuel, if I count the numbers in your release it was like a $0.24 hit earnings per share in 2010. And even at the current forward curve, it would seem like it's a $0.15 hit to 2011. And so if I put a normal earnings multiple on, it seems like it's costing your market cap of $1.5 billion and it doesn't seem like your hedges really give you that much benefit until oil is well over $110. So, I'm just puzzled by just the trade-off between the benefit of the hedges and just the big impact it seems to have on earnings.

Yes, so I think you going to step back a couple of years and realize that we started 2010 with a net negative from the 2008 hedges. So, if you look at where we started, we had a whopping $0.15 to $0.16 per gallon, and so we can't undo that. It is what it is. So, we have decided, and we said this a long time ago as a company, that we're willing to incur a certain amount of expenses premium for insurance to protect against the volatility that we have with energy prices. And I think certainly over our history, that has played out well and has allowed us to if you look at the unit revenue gains that we reported versus '07 and '08, we knew that's what we needed to do to adjust the higher fuel prices. But we couldn't do it overnight. And certainly if we haven't been hedged through '08 with those gains, we would have I think we'd be in a very different situation today. Glenn Engel - BofA Merrill Lynch: And when did those, the problem hedges that are holding you back right now, when do those start to be less burdensome?

They get less burdensome next year and the following year. So, there's still some hangover next year, but certainly 2010 and 2011 were the big years.

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

Since we are through, if you have any questions, please call the Investor Relations team. They'll be ready for your calls, and I thank everybody for listening in. Hope you all have a great rest of your week and weekend.