Order 2011 -4 - 22 Served: April 27, 2011

U N I T E DS T A TE S O F A M E R I C A D E P A R T M E N T OF T R

A N S P O R T A T I O N UNITED STATES OF AMERICA

DEPA RTMENT OF TRA NSPORTATION OFFICE OF THE SECRETA RY WASHINGTON, D.C. Issued b y the Department of Transportation on the 27 th day

of April , 2011 Joint application of SOUTHWEST AIRLINES CO. and AI RTRA N AI RWA

YS, INC. for an exemption from the provisions of 49 U.S.C. § 41105 Docket DOT -OST -20 1 1 -0 052

ORDER GRA NTING EXEMPTION Summary By this order, we exempt Southwest Airlines Co. (“S outhwest”) , and AirTran Airways, Inc. (“AirTran”), hereinafter the “Joint Applicants,” from the provisions of section 41105 of Title 49 of the United States Code (the “ Statute ”), to the extent necessary to allow the Joint Applicants to operate under common ownership pending the Department’s action on a contemporaneously f i led de facto transfer application , subject to certain conditions. Background On March 17, 2011 , Southwest and AirTran filed a joint application for a pendente lite exemption from section 41105 of the Statute . The parties state that Southwest and AirTran entered into an agreement under which Southwest intends to acquire all outstanding shares of AirTran Holdings, Inc. , the parent company of AirTran . 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. The relief requested here would allow the Joint Applicants to operate under common ownership pending the Department’s action on a contemporaneously filed transfer application. 1 In support of this request, the Joint Applicants state that, upon consummation of the transaction, while AirTran will be a

1 On March 17, 2011, concurrent with the Joint Applicants’ exem ption request in Docket DOT - OST -2011 - 0052, Southwest and AirTran jointly filed an application in Docket DOT - OST -2011 - 0051 for the Department’s approval under 49 U.S.C. § 41105 of the transfer of the economic authorities held by AirTran to AirTran under the ownership of Southwest. No answers have been filed.2

subsidiary

o f Southwest, each will remain a separate entity and will be operated as separate companies until the Department has approved the underlyingtransfer application. They

f urther contend that grant of the exemption request would be consistent with the past practice of the Department. AirTran holds interstate scheduled certificate authority, 2 and holds a blanket route integration certificate , 3 and exemption authority to conduct foreign scheduled 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 points in the U.S. and the Dominican Republic . 11 Southwest holds interstate scheduled certificate authority 12 and foreign scheduled certificate authority permitting it to engage in foreign scheduled air transportation between points in the U.S. and points in Canada. 13 No answers opposing the Joint Applicants’ exemption request were filed. Decision We have decided to grant the Joint Applicants’ request for an exemption from the provisions of section 41105 until we have ruled on the Joint Applicants ’ transfer application . The Joint Applicants correctly noted that our grant of exemptions in cases such as this is contingent upon the air carriers involved, in this case Southwest and AirTran remaining separate and independently operated corporations until a ruling has been made in the underlyingtransfer application . In this case, as in previous cases, 14 we see no reason to withhold exemption authority p ending Departmental action on the certificate transfer application. A s long as Southwest and AirTran remain separate entities, should we disapprove the proposed transfer, either in whole or in part, Southwest could divest itself of AirTran . The Joint Applicants should not construe our grant of this

2 See Order 94 - 11 - 19 . This authority wa s mo st 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 o f Action Taken, dated April 18, 2011 , in Docket DOT - OST -2009 - 0202. 9 See Notice of Action Taken, dated April 18 , 20 11 , in Docket DOT - OST -2009 - 0201. 10 See Notice of Action Taken, dated April 18, 2011 , in Docket DOT - OST -2009 - 0200. 11 See Notice of Action T aken, 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 . 14 See Order 89 - 1 - 60, p. 4; Order 97 - 9 - 3, p. 3; Order 97 - 11 - 8, p. 5; Order 99 -4 - 5, p. 4; and Order 2001 - 9 - 16, p. 4.3

exemption as a decision to approve the related transfer application or any aspect of that application. AC CORDINGLY, 1. We exempt Southwest Airlines Co. , and AirTran Airways, Inc. , from the provisions of section 41105 of the Statute, to the extent necessary to allow them to operate under the common ownership, pending the Department’s final action on the transfer application in Docket DOT - OST - 20 11 - 0051 , subject to the condition that , pending such final action, Southwest Airlines Co. , and AirTran Airways, Inc. , continue to be maintained and operated as separate corporations. 2. This authority

shall be effective until 90 days after the Department issues its final order on the joint appli cation of Southwest Airlines Co. , and AirTran Airways, Inc. , in Docket DOT - OST - 20 1 1 - 0051 for approval of a transfer of route authority under section 41105 of the Statute. 3. We may

amend, modify, or revoke this order at any time and without hearing. 4. We will serve a cop y of this order on the persons listed in Attachment A. By :

SUSAN L. KURLAND Assistant Secretary for Aviation and International Affairs An electronic version of this document is available on the World W ide Web at http://www.regulations.go vSERVICE LIST FOR SOUTHWEST AIRLINES C O AND AIRTRAN AIRWAYS INC

MR STEVEN ROSSUM MR MARTIN POLOMSKI EXECUTIVE VICE PRESIDENT POI FOR AIRTRAN AIRWAYS INC AI RTRAN AIRWAYS INC FAA AIRTRAN CMO 37 9955 AIRTRAN BOULEVARD 5950 HAZELTINE NATIONAL DRIVE ORLANDO FL 32827 ORLANDO FL 32822 MR EDWARD FABERMAN COUNSEL FOR AIRTRAN AIRWAYS INC WILEY REIN LLP 1776 K ST REET NW WASHINGTON DC 20006 MR ROBERT KNEISLEY ASSOCIATE GENERAL COUNSEL MS LESLIE ABBOTT AT TORNEY SOUTHWEST AIRLINES CO 1901 L STREET NW WASHINGTON DC 200 3 6 MR PETER LYNCH ASST CHIEF COUNSEL F OR ENFORCEMENT AGC 300 FEDERAL AVIATION ADM INISTRATION 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 WEB ER CERTIFICATION SECTION MANAGER FAA AFS 900 45005 AVIATION DRIVE SUITE 131 DULLES VA 20166

MR DAVID SLOAN POI FOR SOUTHWEST AIRLINE S CO FAA SOUTHWEST CMO 29 8700 FREEPORT PARKWAY IRVING TX 75063 MS ANNE SUISSA RTS 42 OFFICE OF AIRLINE INFORMATION DOT/RITA/BTS E 34 1200 NEW JERSEY AVENUE SE WASHINGTON DC 20590