Filed by Southwest Airlines Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: AirTran Holdings, Inc.
Commission File No.: 1-15991
On September 27, 2010, Southwest Airlines Co. (“Southwest”) posted the following fact sheets on its lowfaresfarther.com website.
Fact Sheet
We are Spreading Low Fares Farther
Ability to spread more Low Fares to more Consumers
Significant network expansion
Opportunity to serve smaller markets
Access to near-international destinations
Strengthened low-fare network
Enables better response to economic conditions and competitive challenges of the airline industry
Combined network provides improved opportunity for growth
SOUTHWEST
AirTran
Airline
Stock Symbol LUV AAI
Date founded June 18, 1971 October 26, 1993
Headquarters Dallas, Texas Orlando, Florida
People
Employees 34,636 8,083
(FULL TIME EQUIVALENT)
Top Management
Gary Kelly
Chairman, President &
Chief Executive Officer
Robert L. Fornaro
Chairman, President &
Chief Executive Officer
Ron Ricks
Executive Vice President
Corporate Services
Klaus Goersch
Executive Vice President,
Operations & Customer Service
Michael Van de Ven
Executive Vice President &
Chief Operating Officer
Stephen Kolski
Executive Vice President,
Corporate Affairs
Robert E. Jordan
Executive Vice President Strategy &
Planning
Steven A. Rossum
Executive Vice President &
General Counsel
©2010 Southwest Airlines Co.
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People (Union & Non-union Representation)
SOUTHWEST
AirTran
Workgroup Non-union Union Non-union Union
Customer Service Agents 2,753 / IAM
3,075 (Reservations & Customer Services Agents included)
Reservations
Dispatchers 179 / TWU 550 72 / TWU
Flight Attendants 9,631 / TWU 556 1,998 / AFA
Flight Instructors 69 / TWU 557 26
Flight Simulator Technicians 22 / IBT
Maintenance 1,949 / AMFA 357 / IBT
(+A/C Appearance Techs)
Pilots 5,864 / SWAPA 1,532 ALPA
Ramp, Ops & Provisioning 7,545 / TWU 555
Stock Clerks 169 / IBT 47 / IBT
Fleet
SOUTHWEST
AirTran
Active Aircraft 547 138
(As of September 27, 2010)
Specialty Aircraft Arizona One Colts One
California One Falcons One
Florida One Ravens One
Illinois One Brewers One
The June M. Morris Magic One
Lone Star One Harry Potter One
Maryland One
Nevada One
New Mexico One
Nolan Ryan Express
Shamu A Closer Look: Fleet
Silver One
Slam Dunk One
The Spirit of Hope Boeing 737-300: 173
The Spirit of Kitty Hawk Boeing 737-500: 25
Spirit One Boeing 737-700: 349 = 547 total
Tinker Bell One
Triple Crown One
SOUTHWEST Boeing 717-200: 86
AirTran Boeing 737-700: 52 = 138 total
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At A Glance
SOUTHWEST
AirTran
2009 Revenues
(In millions)
$10,350
$2,341
2009 O&D Revenue Passengers
approximately 86 million
nearly 20 million
2009 Load Factor
76.0%
79.8%
2009 Departures
1,125,111
251,694
Airports Served
(As of September 2010)
69
70
Awards & Programs
Recent Notable
Awards
Airline of the Year” by the Express Delivery & Logistics Association (XLA), 2010
FAA Aviation Maintenance Technician Diamond Award of Excellence, August 2010 (14th year of winning)
Best Value, Best Consumer Ontime Estimates, and Best Luggage Policy of all domestic airlines - Zagat, 2009
Selected Best Value Airline by Smarter Travel, 2010
Leader in Corporate Social Responsibility - Boston College Center for Corporate Citizenship & Reputation and Institute, 2009
Air Transport World Market Leadership Award, 2009
Airline Quality Rating – Top-ranked Carrier, 2008
Airline Quality Rating – Top-ranked Low-Cost Carrier, 2009 2010
Most Admired Airline – FORTUNE Magazine, 2009
Southwest Airlines Cargo Earns 2009 Quest for Quality Award, Logistics Management magazine, 2009
Travelzoo – Best Provider of Domestic Air Fare Deals, March 2009
Marketing Sherpa’s 2009 Email Awards competition
“Ranked #1 Most Reliable Airline for dependability” Forbes Magazine, 2008
Airline Quality Rating 2008–Top–ranked airline, April 2008
“Readers’ Choice Award for Best Airfare Prices” SmarterTravel, 2009
PRWeek Award for Best Use of Internet Media, with C-K PR, March 2008
“Ranked #1 Friendliest Airline” TIME.com, 2008
Entrepreneur Magazine’s Best Airline Value, 2005-2006
Community Programs
Adopt-A-Pilot
March of Dimes
LUV Classic
Habitat for Humanity
National Hispanic Cultural Center
American Cancer Society
Ronald McDonald House Charities
Make-A-Wish Foundation
Share the Spirit
Hands On Atlanta
Frequent Flyer Program
Rapid Rewards
A+ Rewards
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Fun Facts
SOUTHWEST
AirTran
Largest airline in the world by boarded number of originating passengers boarded (as of 2009)
Third-largest passenger fleet of aircraft among all of the world’s commercial airlines
Has carried more passengers than any other U.S. airline since August 2006 for combined domestic and international passengers according to the U.S. Department of Transportation’s Bureau of Transportation Statistics
37 consecutive years of profitability, a record unmatched in aviation history
AirTran was the first major airline to have wi-fi installed on all aircraft.
AirTran launched XM Satellite Radio in 2005 with Elton John’s image on the side of the aircraft.
AirTran has a great partnership with The Coca-Cola Company and serves more Coca-Cola products (19 brands) than any other airline.
Comedian Mark Malkoff lived on an AirTran aircraft for one month and earned a Guinness World Record by taking more than 130 flights.
AirTran renamed one of its Boeing 717s “AirTranica” in honor of Danica Patrick’s first Indy Racing League win.
Top 10 Cities
Rank
(Number of daily
departures as of
September 2010) SOUTHWEST AirTran Combined
1 Las Vegas 224 Atlanta 202 Las Vegas 230
2 Chicago (Midway) 216 Baltimore/Washington 51 Chicago (Midway) 228
3 Phoenix 178 Orlando 43 Baltimore/Washington 222
4 Baltimore/Washington 171 Milwaukee 32 Atlanta 202
5 Denver 144 Boston 20 Phoenix 180
6 Houston (Hobby) 130 LaGuardia 19 Denver 148
7 Dallas (Love Field) 128 Tampa 15 Houston (Hobby) 135
8 Los Angeles 115 Indianapolis 13 Orlando 132
9 Oakland 109 Ft. Lauderdale 13 Dallas (Love Field) 128
10 San Diego 95 Chicago (Midway) 12 Los Angeles 121
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Strengthened Low-Fare Network
Seattle/Tacoma
Spokane
Portland
Manchester Portland Minneapolis/St. Paul Albany Hartford/Springfield Boston Boise Rochester Providence Grand Rapids Buffalo/Niagara New York White Plains Milwaukee (LaGuardia) Flint Des Moines Detroit Cleveland Allentown/Long Island Harrisburg Bethlehem Newark(2) Sacramento Reno/Tahoe Salt Lake City Moline/Quad Cities Chicago Akron/Canton Philadelphia Atlantic City Omaha (Midway) Pittsburgh Baltimore / Washington Columbus San Francisco Oakland Bloomington/Normal Washington, D.C. (Reagan) San Jose Dayton Washington, D.C. (Dulles) Denver Indianapolis Charleston Kansas City Lexington Richmond Newport News / Williamsburg St. Louis Norfolk Louisville Las Vegas Wichita Branson Raleigh/Durham
Knoxville
Burbank Tulsa Nashville Asheville Charlotte Los Angeles Memphis Ontario Albuquerque
Greenville-Spartanburg(3)
Orange County (Santa Fe Area) Oklahoma City Little Rock Huntsville Phoenix
San Diego Charleston(3)
Amarillo Tunica
Atlanta Birmingham Lubbock Dallas/Jackson Tucson Ft. Worth(1) Dallas El Paso Midland/Odessa (Love Field)(1)
Jacksonville Gulfport/Biloxi Panama City Beach
Houston (Hobby) New Orleans Pensacola
Austin
Orlando
San Antonio Tampa
Sarasota / Bradenton West Palm Beach
MEXICO Ft. Myers/Naples Ft. Lauderdale Corpus Christi
Miami
Harlingen/South Padre Island
Key West Nassau
Cancun
San Juan Punta Cana(4) Montego Bay
Aruba
Southwest Service AirTran Service Overlap Service
(1) During transition period service to continue at both Dallas Love Field and Dallas/Ft. Worth (2) Service to Newark, NJ coming 2011 pending approvals (3) Service to Charleston, SC and Greenville-Spartanburg, SC coming 2011 (4) Service to Punta Cana coming February 2011
Overlap markets represent less than one percent of total industry domestic available seat mile capacity.
Additional Information & Disclaimers
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 will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) that will include 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 THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Southwest will be available free of charge on Southwest’s website at www.southwest.com under the tab “Investor Relations” or by contacting Southwest’s Investor Relations Department at (214) 792-4000. Copies of the documents filed with the SEC by AirTran will be available free of charge on AirTran’s website at www.airtran.com under the tab “Investor Relations” or by contacting AirTran’s Investor Relations Department at (407) 318-5600.
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, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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. These statements generally can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions and variations thereof. Specific forward-looking statement include, without limitation, statements regarding Southwest’s plans and expectations with respect to the acquisition of AirTran and the anticipated impact of the acquisition on Southwest’s financial and operational results, including without limitation, the expected impact of the acquisition on (i) Southwest’s strategies and goals; (ii) its growth and competitive position; (iii) its Customer experience; (iv) its future operations, including fleet plans; and (v) its results of operations, including expected synergies and earnings and cash flow impact. These forward-looking statements are based on Southwest’s current intent, expectations, and projections and are not guarantees of future performance. 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 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 the services to be provided as a result of the transaction; (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 hereof.
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