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

Communications 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

Associate 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 an 

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

company of AirTran Airways, Inc. (“AirTran”). 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 Application for Approval of the Transfer of International Route 

Authorities under Section 41105. The requested exemption will allow 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 their aforementioned Joint Application for approval 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 Authorities (“Joint Transfer Application”), Southwest has entered 

into an 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 shares 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 certificate. 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 

decision 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 and 
3

FAA. Therefore, the exemption 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 

Department precedent in similar cases. See, e.g., Continental/United Exemption, Order 

2010-8-15, (August 30, 2010); Delta/Northwest Exemption, Order 2008-10-29, (October 

29, 2008); American West/US Airways Exemption, Order 2005-8-21, (August 26, 2005). 

In these 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 

interest 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 is 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 separate 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 requested 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 Counsel for AirTran Airways, Inc.

(202) 263-6284 (202) 719-7402

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

March 17, 2011

Washington DC
CERTIFICATE 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 the 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.com 

recohn@hhlaw.com 

prrizzi@hhlaw.com 

jyoung@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