Form 425

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 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




Stock Symbol LUV AAI

Date founded June 18, 1971 October 26, 1993

Headquarters Dallas, Texas Orlando, Florida


Employees 34,636 8,083


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 &


Steven A. Rossum

Executive Vice President &

General Counsel

©2010 Southwest Airlines Co. 1



People (Union & Non-union Representation)



Workgroup Non-union Union Non-union Union

Customer Service Agents 2,753 / IAM

3,075 (Reservations & Customer Services Agents included)


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




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




At A Glance



2009 Revenues

(In millions)



2009 O&D Revenue Passengers

approximately 86 million

nearly 20 million

2009 Load Factor



2009 Departures



Airports Served

(As of September 2010)



Awards & Programs

Recent Notable


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”, 2008

Entrepreneur Magazine’s Best Airline Value, 2005-2006

Community Programs


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 3



Fun Facts



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


(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




Strengthened Low-Fare Network




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


Burbank Tulsa Nashville Asheville Charlotte Los Angeles Memphis Ontario Albuquerque


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



San Antonio Tampa

Sarasota / Bradenton West Palm Beach

MEXICO Ft. Myers/Naples Ft. Lauderdale Corpus Christi


Harlingen/South Padre Island

Key West Nassau


San Juan Punta Cana(4) Montego Bay


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 Copies of the documents filed with the SEC by Southwest will be available free of charge on Southwest’s website at under the tab “Investor Relations” or by contacting Southwest’s Investor Relations Department at (214) 792-4000. Copies of the documents filed with the SEC by AirTran will be available free of charge on AirTran’s website at under the tab “Investor Relations” or by contacting AirTran’s Investor Relations Department at (407) 318-5600.

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.