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 Aviation and International Affairs

U.S. Department of Transportation

1200 New Jersey Ave., SE

Washington, DC 20590 

 Re: Southwest Airlines Co. Acquisition of AirTran Holdings, Inc. 

Dear Ms. Kurland: 

 I wanted to bring to your attention the enclosed news release concerning the 

vote of nearly 99% of ballots cast by shareholders of AirTran Holdings, Inc., the 

parent company of AirTran Airways, in favor 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, regarding 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 persons on the Service List 

 Edward P. Faberman, Counsel for AirTran Airways 
AirTran Shareholders Overwhelmingly Approve 

Southwest Airlines’ Acquisition of AirTran 

DALLAS, TX – March 23, 2011 – Southwest Airlines [NYSE:LUV] confirmed today that 

shareholders of AirTran Holdings, Inc. [NYSE:AAI], the parent company of AirTran Airways 

(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 review 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 shareholders have in Southwest to continue the good 

work of AirTran’s hardworking Crew Members (employees) who have made AirTran a 

successful airline over the past 17 years,” said Gary Kelly, Chairman, 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 Southwest to ultimately serve the flying 

public as one carrier.”

On September 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 passengers 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 Securities 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. These 
statements involve risks, 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 delayed 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. Southwest undertakes no obligation to publicly update any of these forward-looking statements to 

reflect events or circumstances that may arise after the date hereto.

###

Contact: Southwest Airlines

Media

214-792-4847 

swamedia@wnco.com

Investors

214-792-4415