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Happy New Year! Get Amped!

Explorer A

Happy New Year, everybody!  It’s always exciting to kick off a new year, but that is especially so this time around, as 2011 marks our 40th anniversary of giving Americans the Freedom to Fly.  So let me be the first to wish you all a Happy Anniversary, and I hope you all are as excited about what lies ahead for our great Company as I am—we’re going to rock it this year! 

 In typical Southwest Airlines fashion, I can assure you that we are going to celebrate the past, present, and future, as we reflect on our rich history and look ahead to our bright future.  Many of you know that I am what you would call a “history buff,” and I look forward to taking many trips down memory lane with you all throughout the year, while at the same time getting us all amped up for our future—our encore for 40 more!
 This year will be packed with exciting new projects for Southwest.  We’ll be announcing our All-New Rapid Rewards program this year. We’re also looking forward to launching service to three new cities this year, with Charleston, Greenville-Spartanburg, and Newark.  These new destinations allow us to expand our footprint and introduce our legendary Customer Service to brand new Customers in these markets. 

 While we have many exciting things planned for 2011, our planned acquisition of AirTran Airways tops the charts.  As I’ve said before, this acquisition creates significant growth opportunities for both airlines in an environment where growth has been painfully absent.  Growth is possible, pure and simple, due to lower costs and lower fares.

Of course, growth means more jobs and career opportunities for our combined Employee groups, as a whole.  Growth offers Customers more low-fare destinations as we extend our network and diversify into new markets, including significant opportunities to and from Atlanta, the busiest airport in the U.S. and the largest domestic market we do not serve, as well as Washington, D.C. via Ronald Reagan National Airport.  The acquisition also allows us to expand our presence in key markets, like New York LaGuardia, Boston Logan, Baltimore/Washington, and Milwaukee.  It presents us the opportunity to grow our service to many smaller domestic cities that we don’t serve today, and in many cases, are not well-served by other airlines.  And it provides access to key near-international leisure markets in the Caribbean and Mexico.  The acquisition allows us to better respond to the economic and competitive challenges of our industry, and fits perfectly within our strategy for our fifth decade of service.  Finally, pending approval, this deal has the potential to boost profits and financial returns on capital.

This year is going to be both monumental and historic for Southwest Airlines in many respects.  We have a lot to be proud of and a lot to look forward to, and I wish you all a very Happy and prosperous New Year—let’s rock the industry this year!

Important Information for Investors and Stockholders:
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed acquisition of AirTran Holdings, Inc. (“AirTran”) by Southwest Airlines Co. (“Southwest”) will be submitted to the stockholders of AirTran for their consideration. In connection therewith, Southwest has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) that includes a proxy statement of AirTran that also constitutes a prospectus of Southwest. Southwest and AirTran also plan to file other documents with the SEC regarding the proposed transaction. SOUTHWEST URGES INVESTORS AND SECURITY HOLDERS OF AIRTRAN TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important information about Southwest and AirTran, as such documents are filed with the SEC, through the website maintained by the SEC at Copies of the documents filed with the SEC by Southwest are available free of charge on Southwest’s website at under the tab “Investor Relations” or by contacting Southwest’s Investor Relations Department at (214) 792-4415. Copies of the documents filed with the SEC by AirTran are available free of charge on AirTran’s website at under the tab “Investor Relations” or by contacting AirTran’s Investor Relations Department at (407) 318-5188.

Southwest, AirTran and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of AirTran in connection with the proposed transaction. Information about the directors and executive officers of Southwest is set forth in its proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on April 16, 2010. Information about the directors and executive officers of AirTran is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 2, 2010. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements
This communication contains “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 and are not guarantees of future performance. Specific forward-looking statements include statements regarding (i) Southwest’s initiatives; and (ii) Southwest’s plans and expectations with respect to the acquisition of AirTran and the anticipated impact of the acquisition on Southwest’s growth, employee matters, and competitive position.  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, (i) the possibility that the AirTran 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; (ii) Southwest’s ability to successfully integrate AirTran’s business and realize the expected synergies from the transaction; (iii) the impact of the economy on demand for air travel and fluctuations in consumer demand generally for Southwest’s services; (iv) the impact of fuel prices and economic conditions on Southwest’s business plans and strategies; (v) actions of competitors, including without limitation pricing, scheduling, and capacity decisions, and consolidation and alliance activities; and (vi) the impact of governmental regulations on Southwest’s operations.

Southwest cautions that the foregoing list of factors is not exclusive.  Additional information concerning these and other risks is contained in Southwest’s and AirTran’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings.  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.