September 25, 2012 / 3:15 PM / 5 years ago

TEXT-Fitch affirms Southwest Airlines at 'BBB'

Sept 25 - Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Southwest Airlines Co. (NYSE: LUV) at 'BBB'. The Rating Outlook is
Stable.  The ratings apply to approximately $2 billion in outstanding debt. A
full list of all ratings is provided at the end of this release.

LUV's credit is supported by its competitive strength across its extensive 
domestic markets, and relatively low cost structure, which has enabled the 
airline to be consistently profitable even through downturns. In addition, LUV 
has regularly maintained a strong liquidity profile with a sizeable unencumbered
asset pool (~$6.2 billion as of year-end 2011), as most of legacy LUV fleet 
remains unencumbered.  The company is currently in the middle of integrating the
operations of AirTran Holdings Inc. (AirTran) which it acquired last year (May 
2, 2011) but received the single operating certificate from the FAA in March 

Despite a strong second quarter, LUV's operating results have weakened over the 
last year due to higher costs stemming from the acquisition, fleet enhancements 
and rising fuel. When combined with higher capital expenditures, increased 
dividend and a softening macro environment, Fitch expects free cash flow (FCF) 
to come under pressure this year, especially if PRASM growth lags in a 
recessionary scenario or jet fuel prices escalate. In addition, management has 
also increased the share repurchase program by $500 million to $1 billion, with 
$550 million as of Sept. 6, 2012. Fitch expects LUV to complete the buy-back 
program through 2013. LUV's incremental shareholder initiatives are a growing 
concern during a period of muted profitability and cash flow. That said, LUV's 
liquidity remains strong with $3.7 billion of cash and short-term investments, 
as of Sept. 4, 2012, as well as $800 million available under its unsecured 
revolver. Also, FCF generation for this year, while expected to be weak, is 
sufficient to cover both buybacks and scheduled maturities which are relatively 
light over the next couple of years. Fitch expects LUV to generate strong FCF 
starting next year reflecting higher synergies, improved profitability and lower
capital expenditure due to the aircraft deferral. 

Importantly, LUV has repaid $964 million of debt since the AirTran acquisition 
closed.  LUV maintains a strong balance sheet, with total debt of $3.3 billion 
relative to $3.3 billion of cash and short-term investments as of June 30, 2012.
Leverage measured on a debt-to-EBITDA basis is relatively low at 1.9x but once 
adjusted for operating leases, LUV's leverage is higher in the 3.9x range and 
comparable to some of its legacy peers, as per Fitch estimates. 

The integration of the AirTrain acquisition appears to be on track. The company 
has made significant progress on many fronts -- received the single-operating 
certificate in March, have ratified agreements with regards to seniority 
integration for pilots, flight attendants and several other groups, and 
initiated the fleet transition (including subleasing the 717s to Delta). 
However, management has adopted a slower pace with regards to the integration of
the passenger reservation system. LUV is expected to implement its new 
international reservation system, Amadeus, in 2014, with full replacement beyond
2014. In the meanwhile, the company is working on being able to connect networks
and itineraries by the first quarter of 2013 to assist in driving the expected 
synergies from the merger. LUV has realized $80 million of pre-tax synergies in 
first half 2012, with pre-tax $400 million expected in 2013, according to 

LUV's monthly PRASM growth has been tracking in-line with the industry, but is 
expected to moderate in the second half of the year (3Q'12 PRASM guidance of 2%)
reflecting tougher year-over-year comps and potentially weaker demand. Load 
factors remain strong, but LUV is starting to experience some softness in 
yields, but overall remains cautiously optimistic on demand. Notably, after 
growing aggressively for over 40 years, LUV currently has no plans to expand 
(other than AirTran markets and international service) and is keeping capacity 
flat for 2012.Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers

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