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At Southwest Airlines, quality corporate governance provides a necessary foundation for our Company’s operations and strategies. Furthermore, we believe being a good corporate citizen requires that we operate with the highest standards of ethics and integrity. We communicate and apply these standards through policies such as our code of ethics , insider trading policy, blackout and pre-clearance procedures, and Foreign Corrupt Practices Act policy statement and compliance guide.

Code of Ethics

Our code of ethics sets forth the expectation that our Employees, Board members, and certain business associates comply with the law, both in letter and in spirit, and specifically addresses matters such as confidentiality, insider trading, competition and fair dealing, payments to government personnel, conflicts of interest, corporate opportunities, safeguarding of Company property, and recordkeeping.

Insider Trading Policy

Our insider trading policy prohibits our Employees, Board members, and consultants (as well as related persons) from (i) purchasing or selling Southwest Airlines securities while in possession of material nonpublic information about our Company, (ii) purchasing or selling securities of other companies while in possession of material nonpublic information that has been acquired while in the course of performing services for our Company, and (iii) communicating material nonpublic information about our Company (or about other companies with which we do business) to others who may trade based on the information.

Foreign Corrupt Practices Act Policy Statement and Compliance Guide

Our Foreign Corrupt Practices Act policy statement and compliance guide applies to Southwest Airlines and its subsidiaries, affiliates, Employees, Board members, agents, consultants, and other business associates and representatives worldwide. It (i) prohibits the payment or giving of anything of value, whether directly or indirectly, to a foreign official in order to benefit Southwest Airlines’ business and (ii) requires Southwest Airlines to prepare and maintain accurate books and records and to maintain an adequate system of internal accounting controls.

Blackout and Pre-Clearance Procedures

Our Officers, Board members, and selected Employees are subject to quarterly restrictions on trading in Southwest Airlines securities during periods surrounding Southwest Airlines’ release of quarterly earnings. These same individuals are also required to pre-clear all trades in Southwest Airlines securities and are subject to additional restrictions on trading in the case of material events that have not been disclosed to the public.

Acknowledgements

We require all Employees to annually certify receipt and understanding of our code of ethics and insider trading policies. In 2011, more than 43,000 Southwest Airlines and AirTran Employees and certain business associates certified receipt of these materials. We also annually distribute our Foreign Corrupt Practices Act policy statement and compliance guide to all Company Officers, Senior Leaders of all departments, and select Employees who are involved with Southwest Airlines’ financial records and/or international operations. In 2011, more than 1,700 individuals received and completed a mandatory compliance questionnaire regarding the Foreign Corrupt Practices Act.

Auditing Procedures

We also employ robust auditing procedures to analyze and monitor business activities, which further enhance our ability to maintain high ethical standards. We continually review our systems to provide transparency and accountability, and we update our corporate governance policies when needed.

Southwest Airlines Leadership

At Southwest Airlines, our Senior Leadership includes our Board of Directors , our Company Officers , and our Leadership Briefing Group. Our Senior Leaders set the foundation that allows the three passions that comprise our triple bottom line—Performance, People, Planet—to thrive as one Southwest. Our Board currently has ten members, all of whom are considered independent with the exception of our Chairman of the Board, President, and Chief Executive Officer. The Board has five standing committees to help it fulfill its responsibilities, four of which are composed solely of independent members of the Board:

• The Audit Committee assists the Board with its oversight of (i) the integrity of Southwest Airlines’ financial statements, (ii) Southwest Airlines’ compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of Southwest Airlines’ internal audit function and independent auditors.
• The Compensation Committee’s functions include, among others, (i) reviewing the compensation structure of the Company’s Officers, (ii) approving the compensation of the Company’s executive Officers, (iii) reviewing and approving all stock-based compensation arrangements for Employees of the Company, and (iv) reviewing the compensation for non-Employee members of the Board.
• The Executive Committee assists the Board in fulfilling its oversight responsibilities and has authority to act for the Board on most matters during intervals between Board meetings.
• The Nominating and Corporate Governance Committee’s functions include, among others, (i) reviewing potential candidates for Board membership and recommending a slate of nominees to be selected by the Board for the annual meeting of Shareholders, (ii) recommending to the Board the composition of the Board’s Committees, (iii) overseeing the evaluation of the Board and management, and (iv) overseeing the corporate governance of Southwest Airlines.
• The Safety and Compliance Oversight Committee assists the Board with its oversight of the Company’s activities with respect to Safety and operational compliance.

2011 Board of Directors (and Corporate Secretary)

David W. Biegler
Chairman and Chief Executive Officer
Southcross Energy, LLC
Retired Vice Chairman of TXU Corp.
Dallas, Texas
Audit Committee, Compensation Committee (Chair), Safety and Compliance Oversight Committee

J. Veronica Biggins
Managing Director
Diversified Search LLC
Atlanta, Georgia
Compensation Committee

Douglas H. Brooks
Chairman of the Board, President and Chief Executive Officer
Brinker International, Inc.
Dallas, Texas
Nominating and Corporate Governance Committee

William H. Cunningham, PhD
Presiding Director
James L. Bayless Chair for Free Enterprise
The University of Texas at Austin Red McCombs School of Business
Former Chancellor of The University of Texas System
Austin, Texas
Executive Committee, Audit Committee, Nominating and Corporate Governance Committee (Chair)

John G. Denison
Former Chairman of the Board
Global Aero Logistics, Inc.
Plano, Texas
Executive Committee, Audit Committee, Safety and Compliance Oversight Committee (Chair)

Gary C. Kelly
Chairman of the Board, President and Chief Executive Officer
Southwest Airlines Co.
Dallas, Texas
Executive Committee (Chair)

Nancy B. Loeffler
Longtime advocate of volunteerism
Chair of The University of Texas M.D. Anderson Cancer Center Foundation
San Antonio, Texas
Compensation Committee

John T. Montford
President and Chief Executive Officer
JTM Consulting, LLC
San Antonio, Texas
Audit Committee (Chair), Compensation Committee, Nominating and Corporate Governance Committee

Thomas M. Nealon
Former Group Executive Vice President
J.C. Penney Company, Inc.
Dallas, Texas
Nominating and Corporate Governance Committee, Safety and Compliance Oversight Committee

Daniel D. Villanueva
Partner
RC Fontis
Pasadena, California
Compensation Committee, Safety and Compliance Oversight Committee

Honorary Designations

Herbert D. Kelleher
Chairman Emeritus
Southwest Airlines Co.
Dallas, Texas

Colleen C. Barrett
President Emeritus
Southwest Airlines Co.
Dallas, Texas

Company Officers (MARCH 31, 2012)

Gary C. Kelly1
Chairman of the Board, President and Chief Executive Officer

Robert E. Jordan1
Executive Vice President and Chief Commercial Officer
President of AirTran Airways

Jeff Lamb1
Executive Vice President and Chief People and Administrative Officer

Ron Ricks1
Executive Vice President and Chief Legal and Regulatory Officer, and
Corporate Secretary

Michael G. Van De Ven1
Executive Vice President and Chief Operating Officer

Ginger C. Hardage1
Senior Vice President Culture and Communications

Brian Hirshman1
Senior Vice President Technical Operations

Daryl Krause1
Senior Vice President Procurement

Teresa Laraba1
Senior Vice President Customer Services and Training

Dave Ridley1
Senior Vice President and Chief Marketing Officer

Tammy Romo1
Senior Vice President Planning

Greg Wells1
Senior Vice President Operations

Laura H. Wright1
Senior Vice President Finance and Chief Financial Officer

Matt Buckley
Vice President Cargo and Charters

Jeff Buhr2
Vice President Technology, Aircraft Operations Portfolio

Matt Hafner
Vice President Operations Coordination Center

Mike Hafner
Vice President Cabin Services

Scott Halfmann
Vice President Safety and Security

Laurie Hulin
Vice President Technology, Enterprise Management Applications and Testing Services Portfolio

John Jamotta
Vice President Network Planning

Madeleine Johnson
Vice President, General Counsel, and Assistant Corporate Secretary

Leah Koontz
Vice President Controller

Kevin M. Krone
Vice President Marketing, Sales and Distribution

Karen Lewis
Vice President Governmental Affairs

Chuck Magil
Vice President Flight Operations

Bob Montgomery
Vice President Airport Affairs

Rob Myrben
Vice President Procurement

James A. Ruppel
Vice President Customer Relations and Rapid Rewards

Linda B. Rutherford
Vice President Communication and Strategic Outreach

Mike Ryan
Vice President Labor Relations

Randy Sloan2
Vice President and Chief Information Officer

Alfred “Jack” Smith
Vice President Ground Operations/AirTran

Jim Sokol
Vice President Maintenance Operations

Ellen Torbert
Vice President Diversity and Inclusion

Chris Wahlenmaier
Vice President Ground Operations

Kathleen Wayton3
Vice President Technology, Commercial Portfolio

Kay Weatherford
Vice President Revenue Management and Pricing

Julie Weber2
Vice President People

Bob Young
Vice President Technology and Chief Technology Officer

1	Member of the Executive Planning Committee.
2	Effective as of April 2, 2012.
3	Title change effective as of April 2, 2012.