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AirTran Holdings, Inc. AirTran.com 81515_2007_OutCover_v06.indd 1 4/4/08 5:38:37 PM 81515 2007 AIRTRAN ANNUAL REPORT COVER OUTSIDE App: InDesign CS3 Trim: 17"(w) x 11"(h) Pubs: Artist: SR Live: Proof #: 6 Bleed: 17.25"(w) x 11.25"(h) Scale: 100% Color: 4/C Fonts: Helveticas, TradeGothics DIRECTORS : OFFICERS : TOTAL RETURN TO SHAREHOLDERS (Includes reinvestment of dividends) : J. Veronica Biggins Partner, Joe Leonard Chairman of the Board ANNUAL RETURN PERCENTAGE INDEXED RETURNS HNCL Search Bob Fornaro President & Chief Executive Officer Years Ended Years Ended Don L. Chapman Chief Executive Officer, Stephen Kolski Executive Vice President, Operations ChapCo Investments, Inc. Base Period & Corporate Affairs Peter D’Aloia Senior Vice President & Chief Financial Officer, Company / Index 12.31.03 12.31.04 12.31.05 12.31.06 12.31.07 Company / Index 12.31.02 12.31.03 12.31.04 12.31.05 12.31.06 12.31.07 Trane, Inc. Loral Blinde Senior Vice President, Human Resources AirTran Holdings, Inc. 205.13 -10.08 49.81 -26.76 -39.01 AirTran Holdings, Inc. $100 $305.13 $274.36 $411.03 $301.03 $183.59 Jere Drummond Retired Vice Chairman, & Administration NYSE Composite Index 29.28 12.16 6.95 17.86 6.58 NYSE Composite Index $100 $129.28 $145.00 $155.08 $182.78 $194.81 BellSouth Corporation Klaus Goersch Senior Vice President, Operations John Fiedler Retired Chairman of the Board, AMEX Airline Index 58.21 -2.10 -9.40 7.09 -41.16 AMEX Airlines Index $100 $158.21 $154.89 $140.32 $150.27 $88.42 Kevin Healy Senior Vice President, Marketing & Planning BorgWarner Inc. Bob Fornaro President & Chief Executive Officer, Richard Magurno Senior Vice President, General Counsel & Secretary AirTran Holdings, Inc. Jack Smith Senior Vice President, Customer Service COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN : Lewis H. Jordan Principal, Rocky Wiggins Senior Vice President & CIO Wingspread Enterprises, LLC Arne Haak Vice President, Finance & Treasurer $400 Joe Leonard Chairman of the Board, $300 AirTran Holdings, Inc. Tad Hutcheson Vice President, Marketing & Sales Alexis P. Michas Managing Partner, Mark Osterberg Vice President, Chief Accounting Officer $250 Stonington Partners, Inc. Peggy Sauer-Clark Vice President, Inflight $200 Bill Usery Chairman, W. J. Usery, Jr. Center for the Workplace, Jim Tabor Vice President, Operations and Distinguished Executive Fellow, $150 Kirk Thornburg Vice President, Maintenance & Engineering Georgia State University $100 STOCK EXCHANGE LISTING : $50 $0 The Company’s Common Stock is traded on the New York Stock Exchange under the symbol AAI. As of March 24, 2008, there were approximately 4,217 12.31.02 12.31.03 12.31.04 12.31.05 12.31.06 12.31.07 holders of record, with a total of 92,238,211 shares outstanding. The Company currently does not pay cash dividends. AirTran Holdings, Inc. NYSE Composite Index AMEX Airlines Index Form 10-K and Exchange Act Filings Copies of the Company’s Form 10-K and other Exchange Act filings made with the Securities and Exchange Commission are available free of charge on our ROUTE MAP : website, airtran.com, or upon request by writing : AirTran Holdings, Inc. • Attention : Investor Relations • 9955 AirTran Blvd. • Orlando, FL 32827. : CORPORATE GOVERNANCE *Seattle/Tacoma On June 21, 2007, Joseph B. Leonard, Chairman of the Board and Chief Executive Officer of AirTran Holdings, Inc., submitted to the New York Stock Exchange the Annual CEO Certification required by the rules of the Exchange certifying that he was not aware of any violations by the Company of the Exchange’s Burlington Portland Corporate Governance listing standards. Boston Minneapolis /St.Paul Rochester Buffalo/ Niagara Flint Newburgh Milwaukee White Plains New York (LaGuardia) The Company filed with the Securities and Exchange Commission the Certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Moline/ Detroit Newark Quad Cities Chicago Akron/Canton Philadelphia (Midway) Pittsburgh Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 31.2 of its Annual Report on Form 10-K for the year ended December 31, 2007. Baltimore/Washington (BWI) Bloomington/ San Francisco Normal Denver Indianapolis Washington, D.C. (Reagan) Dayton Washington, D.C. (Dulles) Richmond Copies of our Corporate Governance Guidelines and charters for our Audit, Compensation, Nominating and Corporate Governance Committees are available Kansas City St.Louis Newport News/Williamsburg Las Vegas Wichita on our website, airtran.com. Raleigh/Durham Charlotte Los Angeles Memphis (LAX) Atlanta A copy of our Code of Conduct and Ethics is available on our website, airtran.com. Our Code of Conduct and Ethics is applicable to members of our board Phoenix Charleston San Diego of directors as well as our officers and employees. Any waiver of its terms for any board member, the chief executive officer, the chief financial officer as Savannah/Hilton Head Dallas/Ft.Worth well as any other officer and the Company’s controller and other accounting officers will be disclosed on our website, airtran.com. Jacksonville Gulfport /Biloxi Daytona Beach Pensacola New Orleans Houston Orlando San Antonio (Hobby) Tampa COMPANY INFORMATION : For schedules, go to airtran.com. Effective June 11, 2008 Sarasota/Bradenton West Palm Beach Ft.Myers Ft.Lauderdale Routes and cities subject to change without notice. Miami Headquarters Independent Registered Transfer Agent & Registrar Some nonstop routes indicated operate seasonally and/or less than daily. * Seattle/Tacoma is served seasonally. AirTran Holdings, Inc. Public Accounting Firm American Stock Transfer 9955 AirTran Blvd. Ernst & Young LLP & Trust Company San Juan Orlando, FL 32827 390 North Orange Ave. 6201 15th Avenue Phone : 407.318.5600 Suite 1700 Brooklyn, NY 11219 Book online at airtran.com Orlando, FL 32801 Phone : 800.937.5449 81515_2007_InsdeRevB_v09.indd 1 4/4/08 4:41:52 PM 81515 2007 AIRTRAN ANNUAL REPORT COVER INSIDE App: InDesign CS3 Trim: 17"(w) x 11"(h) Pubs: Artist: SR Live: Proof #: 9 Bleed: 17.25"(w) x 11.25"(h) Scale: 100% Color: 4/C Fonts: Helveticas, TradeGothics SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-15991 AIRTRAN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 58-2189551 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9955 AirTran Boulevard Orlando, Florida 32827 (Address, including zip code, of registrant’s principal executive offices) (407) 318-5600 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.001 par value (Title of class) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes _ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No _ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer _ Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No _ The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2007, was approximately $1.0 billion (based on the last reported sale price on the New York Stock Exchange on that date). The number of shares outstanding of the registrant’s common stock as of January 24, 2008 was 91,896,450 shares. Pg 1 Conversion Work.indd 1 4/2/08 11:09:03 AM DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement, to be used in connection with the solicitation of proxies to be voted at the registrant’s annual meeting of stockholders to be held on May 21, 2008 and to be filed with the Commission, are incorporated by reference into this Report on Form 10-K. 2 AT_Annual_08.indd 2 4/4/08 9:39:34 AM TABLE OF CONTENTS PAGE PART I Item 1 Business 1 Item 1A Risk Factors 11 Item 1B Unresolved Staff Comments 21 Item 2 Properties 21 Item 3 Legal Proceedings 22 Item 4 Submission of Matters to Vote of Security Holders 22 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
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