Order 2011-11-17

Served: November 16, 2011

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Issued by the Department of Transportation

on the 15th day of September, 2011 

Joint Application of 

SOUTHWEST AIRLINES CO. and

AIRTRAN AIRWAYS, INC.

for approval of a transfer of route authority under 

49 U.S.C. § 41105 

Docket DOT-OST-2011-0051

ORDER TRANSFERRING AUTHORITY

Summary

By this order, we (1) grant a de facto transfer under section 41105 of Title 49 of the United 

States Code (“the Statute”) of the certificates and other economic authorities held by AirTran 

Airways, Inc. (“AirTran”), to AirTran under the common ownership of Southwest Airlines Co. 

(“Southwest”); (2) transfer and reissue the blanket route integration certificate of public 

convenience and necessity currently held by AirTran to AirTran and/or Southwest; and 

(3) transfer and amend the other economic authorities currently held by AirTran to AirTran 

and/or Southwest.

Background

On September 26, 2010, Southwest entered into an agreement to acquire 100 percent of AirTran 

Holdings, Inc. (“AirTran holdings”), the parent company of AirTran. Under the terms of the 

agreement, both AirTran and AirTran Holdings would merge into Southwest. 

On March 17, 2011, AirTran and Southwest (collectively the “Joint Applicants”) filed the 

subject application in Docket DOT-OST-2011-0051 for approval of (1) a de facto transfer of 

AirTran’s authority to AirTran under the ownership and control of Southwest; (2) reissue the 

international route authority issued to AirTran in the name of “AirTran Airways, Inc. and/or 

Southwest Airlines Co.”; and (3) approve a de jure transfer of AirTran’s international authority 

to Southwest once the two air carriers are combined into a single entity.

1

 1 The applicants also simultaneously filed an application (Docket DOT-OST-2011-0052) for an exemption from 

section 41105 to the extent necessary to allow the acquisition of AirTran Holdings, Inc., to be completed prior to our 

action on the de facto transfer request. By Order 2011-4-22, issued April 27, 2011, we granted the exemption, on 

the condition that AirTran and Southwest remain separate entities until our decision on the de facto transfer request. 
2

Interested persons were given 21 days to file objections to the application. No objections were 

received.

The Joint Applicants

AirTran, a Nevada corporation, holds an interstate scheduled passenger certificate,2 a blanket 

route integration certificate,

3 and exemption authority to conduct foreign scheduled passenger air 

transportation between Atlanta and Bermuda; Baltimore and Bermuda;4 Atlanta and Cancun; 

Baltimore and Cancun;5 Milwaukee and Cancun;6 Atlanta and Freeport, Bahamas;7 points in the 

U.S. and Nassau, Bahamas;8 points in the U.S. and Montego Bay, Jamaica;9 points in the U.S. 

and Aruba;10 and a point or points in the U.S. and a point or points in the Dominican Republic.11

The air carrier currently operates 140 Boeing aircraft (88 B-717-200s and 52 B-737-700s), 

serving primarily the East and Midwest U.S. and the aforementioned six international 

destinations. 

Southwest, a Texas corporation, holds interstate scheduled passenger certificate authority,

12

as 

well as foreign scheduled passenger certificate authority to operate between the United States 

and Canada.13 The air carrier currently operates 548 Boeing aircraft (B-737), providing point-topoint service to approximately 71 cities in 37 states. 

TRANSFER OF AUTHORITY

The Department has held that a stock acquisition resulting in common control of two or more air 

carriers having international route authority constitutes a de facto certificate transfer subject to 

section 41105.14 Thus, the Joint Applicants requested that the Department approve a de facto

transfer of AirTran’s authority to AirTran under the ownership and control of Southwest. 

The Joint Applicants state in the application that upon consummation of the acquisition of 

AirTran by Southwest, during a transition period, the air carriers will remain separate entities 

operated under separate brands. At the end of the transition period, however, AirTran and 

Southwest intend to integrate their operations, employees, and route networks into a single entity 

under the Southwest brand name. Therefore, the Joint Applicants request that the Department 

 2 See Order 94-11-19. This authority was most recently reissued by Order 2000-9-10, and amended by Order 

2005-12-4. 3 See Order 2010-12-24. 4 See Notice of Action Taken, dated December 10, 2010, in Docket DOT-OST-2010-0292. 5 See Notice of Action Taken, dated August 6, 2010, in Docket DOT-OST-2005-21134. 6 See Notice of Action Taken, dated June 23, 2010, in Docket DOT-OST-2010-0146. 7 See Notice of Action Taken, dated May 3, 2010, in Docket DOT-OST-2000-8052. 8 See Notice of Action Taken, dated September 4, 2009, in Docket DOT-OST-2009-0202. 9 See Notice of Action Taken, dated September 4, 2009, in Docket DOT-OST-2009-0201. 10 See Notice of Action Taken, dated September 4, 2009, in Docket DOT-OST-2009-0200. 11 See Notice of Action Taken, dated July 8, 2010, in Docket DOT-OST-2010-0158. 12 See Order 79-6-187. This authority was most recently reissued by Order 98-7-6, and amended by 

Order 2005-12-4. 13 See Order 2009-4-12. Southwest states that it has not provided service under this authority. 14 See Order 2001-12-15 and Order 2009-9-4.
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transfer the international route and other economic authorities currently held by AirTran to

AirTran and/or Southwest to facilitate the merger into a single entity.

15

Public Interest 

A certificate may be transferred under section 41105 of the Statute if the Department determines 

that the transfer is in the public interest. The primary criteria in determining the “public interest” 

are whether the certificate transfer would conflict with important international aviation policy

objectives, whether the surviving entities are U.S. citizens, and whether they will be fit to hold 

the authority. Further, section 41105(b) requires the Department to analyze the impact of the 

transaction on the trade position of the United States in the international air transportation 

market, the viability of the air carrier applicants, and competition in the domestic airline 

industry.16 

The Joint Applicants contend that the merger will advance U.S. international aviation policy by 

fostering U.S.-flag competition to near international destinations such as Mexico and the 

Caribbean, resulting in an improved U.S. trade position in international air transportation 

markets. In this regard, the Joint Applicants state that the combined air carriers’ network will 

provide consumers with new low-fare travel options, connecting more U.S. cities to the 

international air transportation system with service provided by a low-cost carrier, thus 

stimulating additional demand in these markets. The Joint Applicants state that because AirTran 

operates internationally to countries governed by open skies or open entry agreements, with the 

exception of Mexico, other U.S. air carriers will not be precluded from entering these markets. 

The Joint Applicants also assert that the transfer of AirTran’s Mexico authority to Southwest will 

ensure that the current level of U.S. competition is maintained or improved. The merger will 

enable Southwest to expand AirTran’s existing international service with the combined air 

carrier’s broader network of services and traffic support. In this regard, Southwest will be in a 

stronger position to compete against foreign carriers and enhance U.S. commerce and the U.S. 

trade position.

The Joint Applicants assert that the merger will have a positive impact on the long-term viability 

of the combined air carrier. According to the Joint Applicants, the merger will enable the 

combined air carrier to achieve millions of dollars in net synergies from efficiencies and sharing 

best practices between the two entities, which will be attained without negatively impacting 

wages, labor, or currently served cities. Further, the acquisition of AirTran by Southwest will fill 

large voids in Southwest’s current route system by adding additional markets served such as 

Ronald Reagan Washington National Airport, La Guardia Airport, Charlotte Douglas 

International Airport, and Memphis International Airport. The addition of these markets, as well 

as others currently served by AirTran, will provide Southwest with the opportunity for new 

growth, which will lead to expanding low-fare service and competition to more communities and 

consumers within the U.S. Additionally, the Joint Applicants indicated that the merger will 

result in Southwest acquiring AirTran’s fleet of 88 B-717 aircraft, which are smaller than 

Southwest’s current fleet of B-737 aircraft. The smaller sized aircraft has a lower overall trip 

 15 Although the Joint Applicants initially requested the subject authorities be issued to AirTran or Southwest, they 

clarified in an August 3, 2011, communication with the Department that the authorities should be transferred to 

AirTran and/or Southwest.

16 See Order 2000-9-4 at 2. 
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cost than the B-737, which will enable Southwest to serve smaller markets than it can currently 

profitably serve today. 

The Joint Applicants state that the transfer will positively affect the employees of both AirTran 

and Southwest by creating a financially stronger air carrier with increased efficiencies through an 

expanded route network, which otherwise would not be achieved by either stand-alone air 

carrier. As a result, Southwest will continue to be able to make available higher than average

salaries and benefits, in addition to increased job security and long-term career opportunities for 

its employees, thereby furthering the overall viability of the combined air carrier. Additionally, 

the Joint Applicants state that an involuntary furlough of front-line employees is not anticipated 

upon the conclusion of the merger. 

The Joint Applicants affirm that Southwest’s acquisition of AirTran will lead to expanded 

low-fare service, and will not have an undue effect on competition within the U.S. Specifically, 

upon the conclusion of the merger, Southwest will begin providing service to Hartsfield-Jackson 

Atlanta International Airport, an omnidirectional large hub airport where AirTran currently has a 

strong presence. This will lead to the addition of new non-stop destinations and expand online 

connections for consumers. This will result in increased competition in this market, new air 

transportation connectivity, and routings to, from, and through Atlanta from cities currently 

served by Southwest to cities currently served by AirTran. Additionally, the acquisition of 

AirTran, a currently profitable air carrier, will generate revenue synergies and therefore will 

allow the combined air carrier to more effectively compete with newly merged larger network air 

carriers. Southwest will be in a position to exploit new opportunities and enable it to focus on 

fleet growth and market expansion, which will lead to expanding low-fare service and 

competition to more communities and consumers in the U.S. Moreover, the Department of 

Justice, which has the primary responsibility for evaluating the likely effects of the proposed 

transaction on domestic competition, has decided not to oppose the acquisition on antitrust 

grounds. In light of the above, the acquisition of AirTran by Southwest is not likely to 

substantially lessen domestic competition in the U.S.

Decision

Our review of the application and other information available to the Department raises no issues 

that would lead us to question the fitness or citizenship of either air carrier as a result of this 

transaction.17 We believe that Southwest will remain a viable air carrier after the acquisition of 

AirTran, given the financial resources and managerial experience of Southwest. The combined 

air carrier will provide additional low-fare scheduled service to consumers and markets through 

its expanded domestic and international route network, which would otherwise not be achieved 

by either of the stand-alone air carriers without such a merger. 

Accordingly, we conclude that the transfer of the certificate and other economic authorities held 

by AirTran to AirTran and/or Southwest is in the public interest and does not conflict with our 

international aviation policy objectives.

18

 17 The Department recently concluded continuing fitness reviews of the Joint Applicants and found that each 

remained fit to conduct operations as U.S. certificated air carriers.

 Therefore, we will transfer and amend the certificates 

18 The de facto transfer of a foreign certificate is subject to Presidential review under 49 U.S.C. § 41307.
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and other economic authorities held by AirTran and Southwest, as requested by the Joint 

Applicants, to permit the air carriers to merge into a single entity. 

We note that the amended authority discussed above shall not authorize multiple-carrier services 

in limited-entry markets, and that such authority may only be used in a manner that is consistent

with the terms of applicable air services agreements, or with the overall state of the aviation 

relations, between the United States and the foreign countries involved.

ACCORDINGLY, 

1. We grant the request of Southwest Airlines Co. and AirTran Airways, Inc., for approval 

under 49 U.S.C. § 41105 of the de facto transfer of the certificates and other economic 

authorities held by AirTran Airways, Inc., to AirTran Airways, Inc., under the ownership of 

Southwest Airlines Co.

2. We transfer and reissue the blanket route integration certificate of public convenience and 

necessity currently issued to AirTran Airways, Inc., to AirTran Airways, Inc. and/or Southwest 

Airlines Co. 

3. We transfer the other economic authorities currently held by AirTran Airways, Inc. (see 

Attachment A), and amend them by changing the name of the holder from “AirTran Airways, 

Inc.” to “AirTran Airways, Inc. and/or Southwest Airlines Co.”

4. The authority granted may only be used in a manner consistent with the terms of the air 

transport agreements between the United States and our aviation partners.19 

5. Unless disapproved by the President of the United States under section 41307 of the Statute, 

this order shall become effective on the 61st day after its submission for section 41307 review or 

upon the date of receipt of advice from the President or his designee under Executive Order 

12597 and implementing regulations that he or she does not intend to disapprove the 

Department’s order under that section, whichever occurs earlier.20

 19 The subject certificate is being amended to reflect the Department’s approval, under 49 U.S.C. § 41105, of the 

transfer of the economic authorities held by AirTran to Southwest. To facilitate a smooth transition of the integrated 

services and to provide for maximum operational flexibility during this time, the certificate will read, “AirTran 

Airways, Inc. and/or Southwest Airlines Co.” Additional condition(s) may apply, as indicated. 20 This order was submitted for section 41307 review on September 15, 2011. The 61st day is November 16, 2011. 

Since the President’s designee did not disapprove this order before that date, it became effective on November 16, 

2011. 
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6. We will serve a copy of this order on the persons listed in Attachment B. 

By:

SUSAN L. KURLAND

Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at

http://www.regulations.gov 
Certificate of Public

Convenience and Necessity

for 

 

Blanket Route Integration

(as reissued)

 

This Certifies That

AIRTRAN AIRWAYS, INC. and/or

SOUTHWEST AIRLINES CO.

is authorized, subject to the provisions of Subtitle VII of Title 49 of United States 

Code, the orders, rules, and regulations issued thereunder, and the attached Terms, 

Conditions, and Limitations, to integrate authority it currently holds or that may be 

granted to it during the term of this certificate, whether under 49 U.S.C. §§ 40109 or 

41102, to engage in foreign air transportation of persons, property, and mail.

This certificate is not transferable without the approval of the Department of the 

Transportation.

 By Direction of the Secretary

Issued by Order 2011-11-17 Susan L. Kurland

On September 15, 2011 Assistant Secretary for

Effective on November 16, 2011 Aviation and International Affairs
Attachment

Terms, Conditions, and Limitations

AIRTRAN AIRWAYS, INC. 

AND/OR

SOUTHWEST AIRLINES CO. 

is currently authorized to engage in foreign air transportation of persons, property, and mail in 

accordance with authority granted to each air carrier by the Department of Transportation under 

49 U.S.C. §§ 40109 and 41102, and all terms, conditions, and limitations attached to such authority. 

With respect to all such authority currently held by each air carrier involving any points named on 

its existing certificates of public convenience and necessity and its existing exemptions and, unless 

otherwise provided, any future grants of authority issued under 49 U.S.C. §§ 40109 and 41102, each

air carrier is authorized to integrate all such authority, subject to the following conditions. 

(1) The holder shall at all times conduct its operations in accordance with the regulations prescribed 

by the Department of Transportation for the services authorized by this certificate, and with such 

other reasonable terms, conditions, and limitations as the Department of Transportation may 

prescribe in the public interest. 

(2) The holder shall at all times conduct its operations in accordance with all treaties and 

agreements between the United States and other countries, and the exercise of the privileges granted 

by this certificate is subject to compliance with such treaties and agreements and with any order of 

the Department of Transportation issued under them. 

(3) The exercise of the authority granted here is subject to the holder first obtaining from the 

appropriate foreign governments such operating rights as may be necessary. 

(4) Comply with all applicable requirements of the Federal Aviation Administration, the 

Transportation Security Administration, and with all applicable U.S. Government requirements 

concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all 

applicable U.S. Government requirements concerning security, the holder shall, before commencing 

any new service (including charter flights) to or from a foreign airport, contact its Principal Security 

Inspector (“PSI”) to advise the PSI of its plans and to find out whether the Transportation Security 

Administration has determined that security is adequate to allow such airport(s) to be served. 

(5) The holder shall at all times remain a “citizen of the United States” as required by 49 U.S.C. 

40102(a)(15). 

(6) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 

205. Failure to maintain such insurance coverage will render a certificate ineffective, and this or 

other failure to comply with the provisions of Subtitle VII of 49 U.S.C. or the Department’s 

regulations shall be sufficient grounds to revoke this certificate. 
2

(7) Where the holder’s certificate or exemption authority is limited to cargo only, the holder is not 

authorized to carry passengers (other than cargo attendants accompanying the freight shipments). 

(8) Should the holder propose any substantial changes in its ownership, management, or operations 

(as that term is defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR 

204.5. 

(9) In the event that the holder ceases all operations for which it was found fit, willing, and able, its 

authority under this certificate shall be suspended under the terms of 14 CFR 204.7 and the holder 

may neither recommence nor advertise such operations unless its fitness to do so has been 

redetermined by the Department. 

(10) The holder may combine services authorized by this certificate with all services authorized by 

other Department of Transportation certificates or exemptions; provided that such operations are in 

compliance with the provisions of all applicable bilateral aviation agreements, and provided further 

that (a) nothing in the award of the blanket route integration authority requested should be construed 

as conferring upon the holder additional rights (including fifth-freedom intermediate and/or beyond 

rights) to serve markets where U.S. carrier entry is limited unless the holder first notifies the 

Department of its intent to serve such a market and unless and until the Department has completed 

any necessary carrier selection procedures to determine which carrier(s) should be authorized to 

exercise such rights; and (b) should there be a request by any carrier to use the limited-entry route 

rights that are included in this certificate by virtue of the blanket route integration authority granted 

here, but that are not then being used by the holder, the holding of such authority by route 

integration will not be construed as providing any preference for the holder in a competitive carrier 

selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 

This certificate shall become effective on November 16, 2011.
Attachment A

OTHER ECONOMIC AUTHORIZATIONS HELD BY 

AIRTRAN AIRWAYS, INC. 

Docket Authority Type Effective Date Points

DOT-OST-2010-0292 Exemption December 10, 

2010

Atlanta-Bermuda

Baltimore-Bermuda

DOT-OST-2005-21134 Exemption August 6, 2010 Atlanta-Cancun

Baltimore-Cancun

DOT-OST-2010-0146 Exemption June 23, 2010 Milwaukee-Cancun

DOT-OST-2000-8052 Exemption May 3, 2010 Atlanta-Freeport, 

Bahamas

DOT-OST-2009-0202 Exemption April 18, 2011 U.S.-Nassau, 

Bahamas

DOT-OST-2009-0201 Exemption April 18, 2011 U.S.-Montego Bay, 

Jamaica

DOT-OST-2009-0200 Exemption April 18, 2011 U.S.-Aruba

DOT-OST-2010-0158 Exemption July 8, 2010 U.S.-Dominican 

Republic
Attachment B

SERVICE LIST FOR SOUTHWEST AIRLINES CO. AND 

AIRTRAN AIRWAYS, INC.

MR ROBERT KNEISLEY

ASSOCIATE GENERAL COUNSEL 

MS LESLIE ABBOTT

ATTORNEY

SOUTHWEST AIRLINES CO

1901 L STREET NW

WASHINGTON DC 20036

MR PETER LYNCH

ASST CHIEF COUNSEL FOR 

ENFORCEMENT AGC 300

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVENUE SW

WASHINGTON DC 20591

MR RON RICKS

EXECUTIVE VICE PRESIDENT

MS MADELEINE JOHNSON

VICE PRESIDENT GENERAL COUNSEL

SOUTHWEST AIRLINES CO

2702 LOVE FIELD DRIVE

DALLAS TX 75235

MR WILLIAM WEBER

CERTIFICATION SECTION MANAGER

FAA AFS 900

45005 AVIATION DRIVE SUITE 131

DULLES VA 20166

MR DAVID SLOAN

POI FOR SOUTHWEST AIRLINES CO

FAA SOUTHWEST CMO 29

8700 FREEPORT PARKWAY

IRVING TX 75063

MR STEVEN ROSSUM

EXECUTIVE VICE PRESIDENT

AIRTRAN AIRWAYS INC

9955 AIRTRAN BOULIVARD

ORLANDO FL 32827

MS ANNE SUISSA RTS 42

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS E 34

1200 NEW JERSEY AVENUE SE

WASHINGTON DC 20590

MR MARTIN POLOMSKI

POI FOR AIRTRAN AIRWAYS INC

FAA AIRTRAN CMO 37

5950 HAZELTINE NATIONAL DRIVE

ORLANDO FL 32822

MR EDWARD FABERMAN

COUNSEL FOR AIRTRAN AIRWAYS INC

WILEY REIN LLP

1776 K STREET NW

WASHINGTON DC 20006