SOUTHWEST AIRLINES CO. Robert W. Kneisley Associate General Counsel 1901 L Street, NW – Suite 640 Washington, DC 20036 (202) 263-6284 (202) 263-6291 - Fax bob.kneisley@wnco.com



### BY EMAIL

March 23, 2011

The Honorable Susan Kurland Assistant Secretary for Aviati on and International Affairs U.S. Department of Transportation 1200 New Jersey Ave., SE Washington, DC 20590

Re: S outhwest Airlines Co. Acquisiti on of AirTran Holdings, Inc

.

Dear Ms. Kurland:

I wanted to bring to your attention the enc losed news release concerning the vote of nearly 99% of ballots cast by shareholders of AirTran Holdings, Inc., the parent company of AirTran Airways, in favo r of the proposed acquisition of AirTran Airways by Southwest Airlines Co. I am also filing a copy of this letter and its enclosure in Docket OST-2011-0051, regardi ng the Joint Application of Southwest Airlines and AirTran Airways for Approval of the Transfer of Route Authority.

Sincerely,

Robert W. Kneisley

Enclosure

cc: Docket OST-2011-0051 and all pers ons on the Service List Edward P. Faberman, Counsel for AirTran AirwaysAirTran Share holders Overwhelmingly A pprove Southwest Airlines ’ A cquisition of AirTran

DALLAS, TX

– March 23, 2011

– Southwest Airlines [NYSE:LUV] confirmed today that
share holders of AirTran Holdings, Inc. [NYSE:AAI], the parent company of AirTran Ai rways (AirTran), have overwhelmingly approved the proposed acquisition of AirTran by Southwest
Airlines. More than 98.6 percent of votes cast and 77.5 percent of shares outstanding were voted in favor of the acquisition.

The transaction remains under rev iew by the U.S. Department of Justice (DOJ) and is subject to certain other regulatory clearances. Southwest and AirTran continue to operate as two independent companies pending those clearances . Southwest anticipates the transaction to
close in the second quarter of this year.

“ We appreciate the confidence AirTran share holders have in Southwest to continue the good
work of AirTran’s hard working Crew Members ( employees ) who have made AirTran a

success ful airline over the past 17 years,” said Gary Kelly, C hairman, CEO

, and President of Southwest Airlines. “This approval is another important and exciting step toward completing the
transaction and beginning the integration of AirTran into S outhwest to ultimately serve the flying public as one carrier

. ”

On Sep tember 27, 2010, Southwest Airlines announced that it entered into a definitive agreement to acquire all of the outstanding common stock of AirTran Holdings, Inc.

, for a combination of cash and Southwest Airlines’ common stock.

About Southwest Airlines
In its 40th year of service, Southwest Airlines continues to differentiate itself from other low

- fare
carriers

-- offering a reliable product with exemplary Customer Service. Southwest Airlines is the nation's largest carrier in terms of originating domestic p assengers boarded, now serving 71 cities in 36 states. Beginning March 27, 2011, Southwest will initiate service to Newark Liberty International Airport. Southwest also is one of the most honored airlines in the world known for its commitment to the triple bottom line of Performance, People, and Planet. To read more about how Southwest is doing its part to be a good citizen, visit southwest.com/cares to read the Southwest Airlines One Report(TM). Based in Dallas, Southwest currently operates more than 3,400 flights a day and has nearly 35,000 Employees systemwide.

Cautionary Statement Regarding Forward

- Looking Statements

Communications in this news release contain “forward

- looking statements” within the meaning of the safe harbor provisions of
the Private S ecurities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward

- looking statements are based on, and include statements about, Southwest’s estimates, expectations, beliefs, intentions, and strategies for the future. Specific forward

- looking statements include, without limitation, statements regarding Southwest’s plans and expectations with respect to Southwest’s anticipated acquisition of AirTran

. Thesestatements involve ri sks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual

results to vary materially from those expressed in or indicated by them. Factors include, among others, the possibility that the
transaction is del ayed or does not close, including due to the inability of Southwest and AirTran to obtain all approvals necessary or the failure of other closing conditions

. Additional information concerning the risks associated with Southwest’s anticipated acquisition is contained in Southwest’s and AirTran’s most recently filed Annual Reports on Form 10

- K and in Southwest’s registration statement on Form S

- 4 filed with the SEC that includes a proxy statement of AirTran that also constitutes a prospectus of Southwest. So uthwest undertakes no obligation to publicly update any of these forward

- looking statements to reflect events or circumstances that may arise after the date hereto.

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Contact: Southwest Airlines

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