BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ Joint Application of )

)

SOUTHWEST AIRLINES CO. )

AIRTRAN AIRWAYS, INC. ) Docket DOT

- OST

- 2011

-

____ )

for an exemption from the provisions of )

49 U.S.C. § 41105 pursuant to 49 U.S.C. § 40109 )

__________________________________________ )

JOINT APPLICATION OF SOUTHWEST AIRLINES CO. AND

AIRTRAN AIRWAYS, INC. F OR AN EXEMPTION

Communication s with respect to this document should be addressed to:

Ron Ricks Steven A. Rossum

Executive Vice President

– Executive Vice President &

Corporate Services & Corporate Secretary General Counsel

Madeleine Johnson AIRTRAN AIRWAYS

, INC.

Vice President

– General Counsel 9955 AirTran Boulevard

SOUTHWEST AIRLINES CO. Orlando FL 32827

2702 Love Field Drive

Dallas TX 75235

Edward P. Faberman

Robert W. Kneisley WILEY REIN LLP

Ass ociate General Counsel 1776 K Street, N.W.

Leslie Abbott Washington DC 20006

Attorney (202) 719

- 7402

SOUTHWEST AIRLINES CO. efaberman@wileyrein.com

1901 L Street, N.W.

Washington DC 20036 Counsel for AirTran Airways, Inc.

(202) 263

- 6284

bob.kneisley@wnco.com

leslie.abbott@wnco.com

March 17 , 2011

NOTICE: Any person may file an answer in support or opposition to this Joint

Application by April 1, 2011, with copies to the Applicants and all persons

served with this Application.BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_____________________ _____________________ Joint Application of )

)

SOUTHWEST AIRLINES CO. )

AIRTRAN AIRWAYS, INC. ) Docket DOT

- OST

- 2011

-

____ )

for an exemption from the provisions of )

49 U.S.C. § 41105 pursuant to 49 U.S.C. § 40109 )

_________ _________________________________ )

JOINT APPLICATION OF SOUTHWEST AIRLINES CO. AND

AIRTRAN AIRWAYS, INC. FOR AN EXEMPTION

On September 26, 2010, Southwest Airlines Co. (“Southwest”) entered into a n

agreement to acquire all outstanding shares of AirTran Holdings, Inc. , the parent

company of AirTran Airways, Inc. (“AirT ran ” ). Pursuant to 49 U.S.C. § 40109,

Southwest and AirTran (hereafter the “Joint Applicants”) now apply for an interim

exemption to the extent necessary from the provisions of 49 U .S.C § 41105 to allow the

transaction to close pending Department action on Southwest’s and AirTran’s

concurrently filed Joint A pplication for A pproval of the T ransfer of International R oute

A uthorit ies under Section 41105 . The requested exemption will al low the Joint

Applicants to consummate Southwest’s acquisition of AirTran immediately following: (1)

AirTran Holding, Inc.’s shareholder approval of the transaction

, (2) Department of

Justice (“DOJ”) completion of its pre

- merger review pursuant to the Hart

- Scott

- Rodino

Antitrust Improvements Act of 1976 (the “HSR Act”) , and (3) completion of other

customary closing conditions . The exemption is required to enable the carriers to

operate under common control pending a final Department decision on the ir afore

mentioned Joint Application for a pproval of international route authority transfer

.2

The Joint Applicants provide the following information in support of their

exemption application:

1. As more fully explained in their Joint Application for Approval of the Transfer of

International Route Authorit ies (“Joint Transfer Application”), Southwest has entered

into a n agreement providing for the acquisition of 100% of AirTran Holdings, Inc., the

parent company of AirTran Airways

. Upon consummation of the transaction , each

outstanding share of AirTran Holdings common stock will be converted into the right to

receive $3.75 in cash and 0.321 shares of Southwest Airlines common stock. The

number of s hares of Southwest common stock to be received is subject to adjustment

based on Southwest’s share price prior to closing. The Joint Applicants plan to

consummate the transaction as soon as possible after it is approved by the AirTran

shareholders and the HSR review is completed

.

2. Following the closing of the transaction, Southwest and AirTran will be commonly

owned and controlled. However, the carriers will continue to operate separately until

their operations can be merged under a single operating certif icate. During this

transition period, AirTran will be a wholly owned subsidiary of Southwest.

3. Although the carriers will be commonly owned and controlled after closing,

Southwest and AirTran will continue to operate as separate entities pending a final

dec ision from the Department on their Joint Application for route transfer authority

pursuant to Section 41105. Actual transfer of economic authority will not take place

when the transaction is consummated because each carrier will continue to operate as

a separate airline relying solely on the authority it currently holds from the DOT and3

FAA. Therefore, the exem ption authority could easily be reversed if the Department

were ultimately to determine that approving the requested route authority transfer is not

in the public interest.

4. Granting the requested exemption authority is consistent with long

- standing

Depart ment precedent in similar cases. See, e.g.

, Continental/ United Exemption , Order

2010

- 8

- 15, (August 30, 2010); Delt a/ Northwest Exemption , Order 2008

- 10

- 29, (October

29, 2 008); American West / US Airways Exemption , Order 2005

- 8

- 21, (August 26, 2005).

In the se and other orders granting similar exemptions , the Department has repeatedly

acknowledged that “requiring the postponement of scheduled market transactions until

the applicable regulatory process has been completed is not necessarily in the public

intere st and can be unjustly punitive.” Atlas / Polar Exemption , Order 2001

- 9

- 16,

(September 25, 2001); World Airways / North American Airlines Exemption , Order 2005

-

6

- 4 (June 3, 2005 )

. “ The public interest i s not served by unduly delaying all market

transactions pending completion of the Acts’ regulatory process particularly where there

is no risk of prejudice to the outcome of that process.” FedEx / Flying Tiger Exemption

,

Order 1989

- 1

- 60. Importantly, Southwest and AirTran will “remain separat e and

independently operated corporations until a ruling has been made in the underlying de

facto transfer case

, ” a standard that the Department requires for exemption approval.

See Continental/United

, Order 2010

- 8

- 15 at 3.4

WHEREFORE, Southwest and AirTran respectfully request that the Department

grant the interim exemption as request ed herein and any other relief the Department

deems to be in the public interest , as expeditiously as possible

.

Respectfully submitted,

_______________________ ________________________ Robert W. Kneisley Edward P. Faberman

Associate General Counsel WILEY REIN LLP

SOUTHWEST AIRLINES CO. 1776 K Street, N.W.

1901 L Street, N.W. Washington DC 20006

Washington DC 20036 Couns el for AirTran Airways, Inc.

(202) 263

- 6284 (202) 719

- 7402

bob.kneisley@wnco.com efaberman@wileyrein.com

March 17, 2011

Washington DCC ERTIFICATE OF SERVICE

I hereby certify that I have this 17th day of March 2011 served a copy of the

foregoing Joint Application of Southwest Airlines Co. and AirTran Airways, Inc. by email

upon th e persons listed below:

msinick@ssd.com

carl.nelson@aa.com

scott.mcclain@delta.com

sascha.vanderbellen@delta.com

jeff.morgan@delta.com

nssparks@fedex.com

robert.land@jetblue.com

jhill@dlalaw.co m

recohn@hhlaw.com

prrizzi@hhlaw.com

j young@yklaw.com

dkirstein@yklaw.com

John.Fredericksen@suncountry.com

mlbenge@zsrlaw.com

jeffrey.manley@united.com

hkamen@coair.com

dan.weiss@coair.com

howard.kass@usairways.com

benjamin.slocum@usairways.com

dave.pflieger@virginamerica.com

jegillick@zsrlaw.com

louis.miller@atlanta

- airport.com

pwiedefeld@bwiairport.com

bbateman@mitchellairport.com

pbrown@goaa.org

john.allen@faa.gov

urskr@state.gov

______________________ Leslie C. Abbott