948846--3/1/2007--AIRTRAN_HOLDINGS

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{operation, natural, condition}

{competitive, industry, competition}

{debt, indebtedness, cash}

{personnel, key, retain}

{cost, contract, operation}

{cost, operation, labor}

{condition, economic, financial}

{stock, price, operating}

{provision, law, control}

{interest, director, officer}

{loss, insurance, financial}

AirTran has a significant amount of aircraft related fixed obligations that could impair its ability to make principal and interest payments on its debt obligations and lease payments on its lease obligations. Covenants in AirTran s existing debt instruments and potential future indebtedness could limit how AirTran conducts its business, which could affect its long-term growth potential. A failure by AirTran to comply with any of its existing or prospective restrictions could result in acceleration of AirTran s existing or potential future debt. Were this to occur, AirTran might not have, or be able to obtain, sufficient cash to pay its accelerated indebtedness. The liquidity of AirTran could be adversely impacted in the event one or more of its credit card processors were to impose holdbacks on payments due to the company from credit card transactions. AirTran s business is, and will continue to be, dependent on the availability and price of aircraft fuel. AirTran s operations are, and will continue to be, largely dependant upon the availability of fuel in the Gulf Coast area. We endeavor to manage and mitigate the risks of changes in aviation fuel prices, where we believe appropriate, by entering into hedging arrangements. We do not enter into fuel hedge contracts for speculative purposes. AirTran s business is dependent on technology. AirTran will continue to rely heavily on automated systems to operate its business. Any failure of these systems, or the failure to integrate them successfully with any acquired operations could harm the business of AirTran. Increased labor costs, union disputes, employee strikes and other labor-related disruption may adversely affect operations of AirTran. If AirTran incurs problems with any of its third party airport services providers, its operations could be adversely affected by a resulting decline in revenue or negative public perception about its services. Interruption or disruptions in service at AirTran s existing or future hub airports could have a material adverse impact on operations. AirTran s business is and will continue to be subject to weather factors and seasonal variations in airline travel, which cause results to fluctuate. AirTran is subject to various risks as a result of its fleet concentration in B717s. The maintenance costs of AirTran are expected to increase. AirTran s reputation and financial results could be negatively affected in the event of a major aircraft accident. AirTran is subject to extensive regulation by the FAA, the DOT, and other governmental agencies, compliance with which could cause AirTran to incur increased costs and negatively affect its business and financial results. Increases in insurance costs or reduction in insurance coverage may adversely impact the operations and financial results of AirTran. The travel industry, which was materially adversely affected by the September 11, 2001 terrorist attacks, continues to face on-going security concerns and cost burdens associated with security. Future acts of terrorism or escalation of U.S. military involvement overseas could adversely affect the airline industry. The airline industry has incurred significant losses resulting in airline restructurings and bankruptcies, which could result in changes in the industry. The airline industry is intensely competitive. The profitability of the operations of AirTran are, and will continue to be, influenced by economic conditions as demand for discretionary travel diminishes during economic downturns. Airline strategic combinations or industry consolidations could have an impact on AirTran s competitive environment in ways yet to be determined. If AirTran loses key senior management or is unable to attract and retain the talent required for its business, its operating results could suffer. AirTran s stock price may fluctuate significantly and you could lose all or part of your investment as a result. AirTran s anti-takeover provisions may delay or prevent a change of control of AirTran, which could adversely affect the price of AirTran common stock. Risks Factors relating to AirTran and potential acquisitions, including the potential acquisition of Midwest.

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948846--3/1/2007--AIRTRAN_HOLDINGS_INC