þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
|
|
Delaware
|
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38-1747023
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
|
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2800 Executive Way Miramar, Florida
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33025
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Voting Common Stock, $0.0001 par value Non-Voting Common Stock, $0.0001 par value
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|
New York Stock Exchange
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Class
|
Number of Shares
|
Common Stock, $0.0001 par value per share
|
68,213,030
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PART I
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Page
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PART II
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PART III
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PART IV
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|
•
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high aircraft utilization;
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•
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high-density seating configurations on our aircraft, which is part of our Plane Simple TM strategy along with simplified onboard product designed to lower costs;
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•
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minimal hub-and-spoke network inefficiencies;
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•
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highly productive workforce;
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•
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opportunistic outsourcing of operating functions;
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•
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operating our Fit Fleet TM, a single-fleet type of Airbus A320-family aircraft that is the youngest fleet of any major U.S. airline and operated by common flight crews;
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•
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reduced sales, marketing and distribution costs through direct-to-consumer marketing;
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•
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efficient flight scheduling, including minimal ground times between flights; and
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•
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a company-wide business culture that is keenly focused on driving costs lower.
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•
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charging for checked and carry-on baggage;
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•
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passing through all distribution-related expenses;
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•
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charging for premium seats and advance seat selection;
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•
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maintaining consistent ticketing policies, including service charges for changes and cancellations;
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•
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generating subscription revenue from our $9 Fare Club low-fare subscription service;
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•
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deriving brand-based revenues from proprietary services, such as our FREE SPIRIT affinity credit card program;
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•
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offering third-party travel products (travel packages), such as hotel rooms, ground transportation (rental and hotel shuttle products) and attractions (show or theme park tickets) packaged with air travel on our website;
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•
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selling third-party travel insurance through our website; and
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•
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selling onboard advertising.
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•
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keeping a consistent focus on maintaining low unit operating costs;
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•
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ensuring our sourcing arrangements with key third parties are regularly benchmarked against the best industry standards;
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•
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generating and maintaining an adequate level of liquidity to insulate against volatility in key cost inputs, such as fuel, and in passenger demand that may occur as a result of changing general economic conditions.
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Employee Groups
|
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Representative
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Amendable Date
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Pilots
|
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Air Line Pilots Association, International (ALPA)
|
|
August 2015
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Flight Attendants
|
|
Association of Flight Attendants (AFA-CWA)
|
|
May 2021
|
Dispatchers
|
|
Transport Workers Union (TWU)
|
|
August 2018
|
Ramp Service Agents
|
|
International Association of Machinists and Aerospace Workers (IAMAW)
|
|
June 2020
|
•
|
changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S. or global economy and financial markets;
|
•
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changes in consumer preferences, perceptions, spending patterns or demographic trends, including any increased preference for higher-fare carriers offering higher amenity levels, and reduced preferences for low-fare carriers offering more basic transportation, during better economic times;
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•
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higher levels of unemployment and varying levels of disposable or discretionary income;
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•
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depressed housing and stock market prices; and
|
•
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lower levels of actual or perceived consumer confidence.
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•
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substantial loss of revenue and flight disruption costs caused by the grounding of all commercial air traffic in or headed to the United States by the FAA for three days after the terrorist attacks;
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•
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increased security and insurance costs;
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•
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increased concerns about future terrorist attacks;
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•
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airport shutdowns and flight cancellations and delays due to security breaches and perceived safety threats; and
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•
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significantly reduced passenger traffic and yields due to the subsequent dramatic drop in demand for air travel.
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•
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require a substantial portion of cash flow from operations for operating lease and maintenance deposit payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
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•
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limit our ability to make required pre-delivery deposit payments, or PDPs, including those payable to our aircraft and engine manufacturers for our aircraft and spare engines on order;
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•
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limit our ability to obtain additional financing to support our expansion plans and for working capital and other purposes on acceptable terms or at all;
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•
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make it more difficult for us to pay our other obligations as they become due during adverse general economic and market industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled payments;
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•
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reduce our flexibility in planning for, or reacting to, changes in our business and the airline industry and, consequently, place us at a competitive disadvantage to our competitors with less fixed payment obligations; and
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•
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cause us to lose access to one or more aircraft and forfeit our rent deposits if we are unable to make our required aircraft lease rental and debt payments and our lessors or lenders exercise their remedies under the lease and debt agreements, including cross default provisions in certain of our leases and mortgages.
|
•
|
maintain profitability;
|
•
|
obtain financing to acquire new aircraft;
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•
|
access airports located in our targeted geographic markets where we can operate routes in a manner that is consistent with our cost strategy;
|
•
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obtain sufficient spare parts or related support services from our suppliers on a timely basis;
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•
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gain access to international routes; and
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•
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access sufficient gates and other services at airports we currently serve or may seek to serve.
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•
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increases in airport rates and charges;
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•
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limitations on take-off and landing slots, airport gate capacity or other use of airport facilities;
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•
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termination of our airport use agreements, some of which can be terminated by airport authorities with little notice to us;
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•
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increases in airport capacity that could facilitate increased competition;
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•
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international travel regulations such as customs and immigration;
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•
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increases in taxes;
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•
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changes in the law that affect the services that can be offered by airlines in particular markets and at particular airports;
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•
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restrictions on competitive practices;
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•
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the adoption of statutes or regulations that impact customer service standards, including security standards; and
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•
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the adoption of more restrictive locally-imposed noise regulations or curfews.
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•
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announcements concerning our competitors, the airline industry or the economy in general;
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•
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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•
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increased price competition;
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•
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media reports and publications about the safety of our aircraft or the aircraft type we operate;
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•
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new regulatory pronouncements and changes in regulatory guidelines;
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•
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changes in the price of aircraft fuel;
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•
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announcements concerning the availability of the type of aircraft we use;
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•
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general and industry-specific economic conditions;
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•
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changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;
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•
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sales of our common stock or other actions by investors with significant shareholdings;
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•
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trading strategies related to changes in fuel or oil prices; and
|
•
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general market, political and economic conditions.
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•
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our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting;
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•
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actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;
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•
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special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors;
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•
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advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and
|
•
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our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.
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Aircraft Type
|
Seats
|
Average Age (years)
|
Number of Aircraft
|
Number Owned
|
Number Leased
|
A319
|
145
|
10.9
|
31
|
8
|
23
|
A320ceo
|
178 - 182
|
3.9
|
51
|
21
|
30
|
A320neo
|
182
|
1.1
|
5
|
—
|
5
|
A321
|
228
|
1.2
|
25
|
25
|
—
|
|
|
5.1
|
112
|
54
|
58
|
|
High
|
|
Low
|
||||
Fiscal year ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
50.14
|
|
|
$
|
36.53
|
|
Second Quarter
|
52.96
|
|
|
39.37
|
|
||
Third Quarter
|
48.93
|
|
|
37.23
|
|
||
Fourth Quarter
|
59.50
|
|
|
42.12
|
|
||
Fiscal year ended December 31, 2017
|
|
|
|
||||
First Quarter
|
$
|
58.10
|
|
|
$
|
49.53
|
|
Second Quarter
|
59.74
|
|
|
50.90
|
|
||
Third Quarter
|
53.46
|
|
|
32.09
|
|
||
Fourth Quarter
|
45.30
|
|
|
33.47
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
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|
|
|
|
|
|
|
|
||||||
Period
|
|
Total Number of Shares Purchased (in thousands)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs
|
||||||
October 1-31, 2017
|
|
42,215
|
|
|
$
|
37.03
|
|
|
40,300
|
|
|
$
|
98,501,158
|
|
November 1-30, 2017
|
|
924,800
|
|
|
36.43
|
|
|
924,800
|
|
|
64,791,372
|
|
||
December 1-31, 2017
|
|
232,159
|
|
|
43.35
|
|
|
224,400
|
|
|
55,076,306
|
|
||
Total
|
|
1,199,174
|
|
|
$
|
37.79
|
|
|
1,189,500
|
|
|
|
|
12/31/2012
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
12/31/2017
|
||||||||||||
Spirit
|
$
|
100.00
|
|
$
|
256.12
|
|
$
|
426.28
|
|
$
|
224.76
|
|
$
|
326.34
|
|
$
|
252.96
|
|
NYSE ARCA Airline Index
|
$
|
100.00
|
|
$
|
158.23
|
|
$
|
237.43
|
|
$
|
201.39
|
|
$
|
258.44
|
|
$
|
274.29
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
$
|
139.89
|
|
$
|
160.47
|
|
$
|
171.83
|
|
$
|
187.03
|
|
$
|
242.34
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger
|
$
|
1,366,034
|
|
|
$
|
1,200,621
|
|
|
$
|
1,169,338
|
|
|
$
|
1,144,972
|
|
|
$
|
986,018
|
|
Non-ticket
|
1,281,632
|
|
|
1,121,335
|
|
|
972,125
|
|
|
786,608
|
|
|
668,367
|
|
|||||
Total operating revenue
|
2,647,666
|
|
|
2,321,956
|
|
|
2,141,463
|
|
|
1,931,580
|
|
|
1,654,385
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Aircraft fuel (1)
|
615,581
|
|
|
447,553
|
|
|
461,447
|
|
|
612,909
|
|
|
551,746
|
|
|||||
Salaries, wages and benefits
|
527,959
|
|
|
472,471
|
|
|
377,508
|
|
|
313,409
|
|
|
261,624
|
|
|||||
Aircraft rent
|
205,852
|
|
|
201,675
|
|
|
211,531
|
|
|
195,827
|
|
|
169,737
|
|
|||||
Landing fees and other rents
|
180,655
|
|
|
151,679
|
|
|
131,077
|
|
|
105,115
|
|
|
83,604
|
|
|||||
Depreciation and amortization
|
140,152
|
|
|
101,136
|
|
|
73,908
|
|
|
46,971
|
|
|
31,947
|
|
|||||
Maintenance, materials and repairs
|
110,439
|
|
|
98,587
|
|
|
80,448
|
|
|
73,956
|
|
|
60,143
|
|
|||||
Distribution
|
113,620
|
|
|
96,627
|
|
|
86,576
|
|
|
74,823
|
|
|
67,481
|
|
|||||
Special charges (2)
|
12,629
|
|
|
37,189
|
|
|
673
|
|
|
45
|
|
|
174
|
|
|||||
Loss on disposal of assets
|
4,168
|
|
|
4,187
|
|
|
1,604
|
|
|
3,008
|
|
|
525
|
|
|||||
Other operating
|
347,820
|
|
|
267,191
|
|
|
207,569
|
|
|
150,254
|
|
|
145,112
|
|
|||||
Total operating expenses
|
2,258,875
|
|
|
1,878,295
|
|
|
1,632,341
|
|
|
1,576,317
|
|
|
1,372,093
|
|
|||||
Operating income
|
388,791
|
|
|
443,661
|
|
|
509,122
|
|
|
355,263
|
|
|
282,292
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (3)
|
57,302
|
|
|
41,654
|
|
|
20,382
|
|
|
2,747
|
|
|
214
|
|
|||||
Capitalized interest (4)
|
(13,793
|
)
|
|
(12,705
|
)
|
|
(11,553
|
)
|
|
(2,747
|
)
|
|
(214
|
)
|
|||||
Interest income
|
(8,736
|
)
|
|
(5,276
|
)
|
|
(2,125
|
)
|
|
(336
|
)
|
|
(401
|
)
|
|||||
Other expense
|
366
|
|
|
528
|
|
|
15
|
|
|
2,605
|
|
|
283
|
|
|||||
Total other expense (income)
|
35,139
|
|
|
24,201
|
|
|
6,719
|
|
|
2,269
|
|
|
(118
|
)
|
|||||
Income before income taxes
|
353,652
|
|
|
419,460
|
|
|
502,403
|
|
|
352,994
|
|
|
282,410
|
|
|||||
Provision (benefit) for income taxes (5)
|
(66,954
|
)
|
|
154,581
|
|
|
185,183
|
|
|
127,530
|
|
|
105,492
|
|
|||||
Net income
|
$
|
420,606
|
|
|
$
|
264,879
|
|
|
$
|
317,220
|
|
|
$
|
225,464
|
|
|
$
|
176,918
|
|
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
6.08
|
|
|
$
|
3.77
|
|
|
$
|
4.39
|
|
|
$
|
3.10
|
|
|
$
|
2.44
|
|
Diluted
|
$
|
6.06
|
|
|
$
|
3.76
|
|
|
$
|
4.38
|
|
|
$
|
3.08
|
|
|
$
|
2.42
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
69,220,750
|
|
|
70,343,935
|
|
|
72,207,725
|
|
|
72,738,961
|
|
|
72,592,765
|
|
|||||
Diluted
|
69,376,930
|
|
|
70,507,596
|
|
|
72,426,060
|
|
|
73,293,869
|
|
|
72,999,221
|
|
(1)
|
Aircraft fuel expense is the sum of (i) “into-plane fuel cost,” which includes the cost of jet fuel and certain other charges such as fuel taxes and oil, (ii) realized gains and losses related to fuel derivative contracts, if any, and (iii) unrealized gains and losses related to fuel derivative contracts, if any. The following table summarizes the components of aircraft fuel expense for the periods presented:
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Into-plane fuel cost
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
454,747
|
|
|
$
|
608,033
|
|
|
$
|
542,523
|
|
Realized losses (gains) related to fuel derivatives contracts, net
|
—
|
|
|
—
|
|
|
10,580
|
|
|
995
|
|
|
8,958
|
|
|||||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
(3,880
|
)
|
|
3,881
|
|
|
265
|
|
|||||
Aircraft fuel expense
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
461,447
|
|
|
$
|
612,909
|
|
|
$
|
551,746
|
|
(2)
|
Special charges include: (i) for 2013, costs related to the 2013 secondary offering of our common stock; (ii) for 2013 and 2014, $0.1 million in costs related to the DCA exit; (iii) for 2015, $0.7 million related to restructuring charges for outsourcing of ramps and passenger services; (iv) for 2016, $37.2 million related to lease termination charges recognized in connection with the purchase of 7 aircraft formerly financed under operating lease agreements; (v) for 2017, $12.6 million related to lease termination charges recognized in connection with the purchase of one engine and one aircraft formerly financed under operating lease agreements.
|
(3)
|
Interest expense in 2013 primarily relates to interest related to the Tax Receivable Agreement (TRA). Interest expense in 2014 primarily relates to interest related to the long-term debt, commitment fees and underpayment of Federal Excise Tax for fuel purchases during the period between July 1, 2009 and August 31, 2014. Interest expense in 2015, 2016 and 2017 primarily relates to interest related to financing of purchasing aircraft.
|
(4)
|
Interest attributable to funds used to finance the acquisition of new aircraft, including PDPs is capitalized as an additional cost of the related asset. In 2015, 2016 and 2017, capitalized interest primarily represents interest related to the financing of purchased aircraft.
|
(5)
|
During the fourth quarter of 2017, we recorded a non-recurring income tax benefit of $199.3 million ($2.87 per diluted share) due to the enactment of the Tax Cuts and Jobs Act of 2017.
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance Sheet Data:
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
800,849
|
|
|
$
|
700,900
|
|
|
$
|
803,632
|
|
|
$
|
632,784
|
|
|
$
|
530,631
|
|
Short-term investment securities
|
100,937
|
|
|
100,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total assets (6)
|
4,143,950
|
|
|
3,151,927
|
|
|
2,530,545
|
|
|
1,592,753
|
|
|
1,164,522
|
|
|||||
Long-term debt, including current portion
|
1,502,928
|
|
|
981,713
|
|
|
646,330
|
|
|
145,663
|
|
|
—
|
|
|||||
Stockholders' equity
|
1,777,081
|
|
|
1,394,607
|
|
|
1,225,310
|
|
|
1,003,075
|
|
|
769,117
|
|
|
OPERATING STATISTICS
|
|||||||||||||
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Operating Statistics (unaudited) (A)
|
|
|
|
|
|
|
|
|
|
|||||
Average aircraft
|
103.6
|
|
|
86.2
|
|
|
72.7
|
|
|
57.7
|
|
|
49.9
|
|
Aircraft at end of period
|
112
|
|
|
95
|
|
|
79
|
|
|
65
|
|
|
54
|
|
Average daily aircraft utilization (hours)
|
11.6
|
|
|
12.4
|
|
|
12.7
|
|
|
12.7
|
|
|
12.7
|
|
Average stage length (miles)
|
999
|
|
|
979
|
|
|
987
|
|
|
980
|
|
|
958
|
|
Block hours
|
438,728
|
|
|
389,914
|
|
|
337,956
|
|
|
267,305
|
|
|
231,148
|
|
Departures
|
165,449
|
|
|
149,514
|
|
|
128,902
|
|
|
102,594
|
|
|
90,284
|
|
Passenger flight segments (thousands)
|
24,183
|
|
|
21,618
|
|
|
17,921
|
|
|
14,294
|
|
|
12,414
|
|
Revenue passenger miles (RPMs) (thousands)
|
24,605,512
|
|
|
21,581,611
|
|
|
17,995,311
|
|
|
14,159,860
|
|
|
12,001,088
|
|
Available seat miles (ASMs) (thousands)
|
29,592,819
|
|
|
25,494,645
|
|
|
21,246,156
|
|
|
16,340,142
|
|
|
13,861,393
|
|
Load factor (%)
|
83.1
|
|
|
84.7
|
|
|
84.7
|
|
|
86.7
|
|
|
86.6
|
|
Average ticket revenue per passenger flight segment ($)
|
56.49
|
|
|
55.54
|
|
|
65.25
|
|
|
80.11
|
|
|
79.43
|
|
Average non-ticket revenue per passenger flight segment ($)
|
53.00
|
|
|
51.87
|
|
|
54.24
|
|
|
55.03
|
|
|
53.84
|
|
Total revenue per passenger segment ($)
|
109.49
|
|
|
107.41
|
|
|
119.49
|
|
|
135.14
|
|
|
133.27
|
|
Average yield (cents)
|
10.76
|
|
|
10.76
|
|
|
11.90
|
|
|
13.64
|
|
|
13.79
|
|
Total operating revenue per ASM (TRASM) (cents)
|
8.95
|
|
|
9.11
|
|
|
10.08
|
|
|
11.82
|
|
|
11.94
|
|
CASM (cents)
|
7.63
|
|
|
7.37
|
|
|
7.68
|
|
|
9.65
|
|
|
9.90
|
|
Adjusted CASM (cents) (B)
|
7.59
|
|
|
7.21
|
|
|
7.69
|
|
|
9.55
|
|
|
9.89
|
|
Adjusted CASM ex fuel (cents) (C)
|
5.51
|
|
|
5.45
|
|
|
5.50
|
|
|
5.88
|
|
|
5.91
|
|
Fuel gallons consumed (thousands)
|
343,709
|
|
|
302,781
|
|
|
255,008
|
|
|
200,498
|
|
|
171,931
|
|
Average economic fuel cost per gallon ($)
|
1.79
|
|
|
1.48
|
|
|
1.82
|
|
|
2.99
|
|
|
3.21
|
|
(A)
|
See “Glossary of Airline Terms” elsewhere in this annual report for definitions of terms used in this table.
|
(B)
|
Reconciliation of CASM to Adjusted CASM:
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
||||||||||||||||
CASM (cents)
|
|
|
7.63
|
|
|
|
|
7.37
|
|
|
|
|
7.68
|
|
|
|
|
9.65
|
|
|
|
|
9.90
|
|
||||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized losses (gains) related to fuel derivative contracts
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
(3.9
|
)
|
|
(0.02
|
)
|
|
$
|
3.9
|
|
|
0.02
|
|
|
$
|
0.3
|
|
|
—
|
|
Loss on disposal of assets
|
4.2
|
|
|
0.01
|
|
|
4.2
|
|
|
0.02
|
|
|
1.6
|
|
|
0.01
|
|
|
3.0
|
|
|
0.02
|
|
|
0.5
|
|
|
—
|
|
|||||
Special charges
|
12.6
|
|
|
0.04
|
|
|
37.2
|
|
|
0.15
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
Out of period fuel excise tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|||||
Supplemental rent adjustment for liabilities accrued in prior years that are no longer probable
|
(4.1
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted CASM (cents)
|
|
|
7.59
|
|
|
|
|
7.21
|
|
|
|
|
7.69
|
|
|
|
|
9.55
|
|
|
|
|
9.89
|
|
(C)
|
Excludes aircraft fuel expense, loss on disposal of assets, special charges and supplemental rent adjustment for liabilities accrued in prior years that are no longer probable.
|
|
Estimated Useful Life
|
Aircraft, engines and flight simulators
|
25 years
|
Spare rotables and flight assemblies
|
7 to 15 years
|
Other equipment and vehicles
|
5 to 7 years
|
Internal use software
|
3 to 10 years
|
Capital leases
|
Lease term
|
Leasehold improvements
|
Lesser of lease term or estimated useful life of the improvement
|
Buildings
|
Lesser of lease term or 30 years
|
|
Year Ended 2017
|
|
% change 2017 versus 2016
|
|
Year Ended 2016
|
|
% change 2016 versus 2015
|
|
Year Ended 2015
|
||||||
Passenger (thousands)
|
$
|
1,366,034
|
|
|
13.8%
|
|
$
|
1,200,621
|
|
|
2.7%
|
|
$
|
1,169,338
|
|
Non-ticket (thousands)
|
1,281,632
|
|
|
14.3%
|
|
1,121,335
|
|
|
15.3%
|
|
972,125
|
|
|||
Total operating revenue (thousands)
|
$
|
2,647,666
|
|
|
14.0%
|
|
$
|
2,321,956
|
|
|
8.4%
|
|
$
|
2,141,463
|
|
Total operating revenue per ASM (TRASM) (cents)
|
8.95
|
|
|
(1.8)%
|
|
9.11
|
|
|
(9.6)%
|
|
10.08
|
|
|||
Average ticket revenue per passenger flight segment
|
$
|
56.49
|
|
|
1.7%
|
|
$
|
55.54
|
|
|
(14.9)%
|
|
$
|
65.25
|
|
Average non-ticket revenue per passenger flight segment
|
53.00
|
|
|
2.2%
|
|
51.87
|
|
|
(4.4)%
|
|
54.24
|
|
|||
Total revenue per passenger flight segment
|
$
|
109.49
|
|
|
1.9%
|
|
$
|
107.41
|
|
|
(10.1)%
|
|
$
|
119.49
|
|
|
Year Ended 2017
|
|
Change 2017 versus 2016
|
|
Year Ended 2016
|
|
Change 2016 versus 2015
|
|
Year Ended 2015
|
||||
|
CASM
|
|
Per-ASM Change
|
|
Percent change
|
|
CASM
|
|
Per-ASM Change
|
|
Percent change
|
|
CASM
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft fuel (1)
|
2.08¢
|
|
0.32¢
|
|
18.2%
|
|
1.76¢
|
|
(0.41)¢
|
|
(18.9)%
|
|
2.17¢
|
Salaries, wages and benefits
|
1.78
|
|
(0.07)
|
|
(3.8)
|
|
1.85
|
|
0.07
|
|
3.9
|
|
1.78
|
Aircraft rent
|
0.70
|
|
(0.09)
|
|
(11.4)
|
|
0.79
|
|
(0.21)
|
|
(21.0)
|
|
1.00
|
Landing fees and other rentals
|
0.61
|
|
0.02
|
|
3.4
|
|
0.59
|
|
(0.03)
|
|
(4.8)
|
|
0.62
|
Depreciation and amortization
|
0.47
|
|
0.07
|
|
17.5
|
|
0.40
|
|
0.05
|
|
14.3
|
|
0.35
|
Maintenance, materials and repairs
|
0.37
|
|
(0.02)
|
|
(5.1)
|
|
0.39
|
|
0.01
|
|
2.6
|
|
0.38
|
Distribution
|
0.38
|
|
—
|
|
—
|
|
0.38
|
|
(0.03)
|
|
(7.3)
|
|
0.41
|
Special charges
|
0.04
|
|
(0.11)
|
|
NM
|
|
0.15
|
|
0.15
|
|
NM
|
|
—
|
Loss on disposal of assets
|
0.01
|
|
(0.01)
|
|
NM
|
|
0.02
|
|
0.01
|
|
NM
|
|
0.01
|
Other operating expenses
|
1.18
|
|
0.13
|
|
12.4
|
|
1.05
|
|
0.07
|
|
7.1
|
|
0.98
|
Total operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASM
|
7.63
|
|
0.26
|
|
3.5
|
|
7.37
|
|
(0.31)
|
|
(4.0)
|
|
7.68
|
Adjusted CASM (2)
|
7.59
|
|
0.38
|
|
5.3
|
|
7.21
|
|
(0.48)
|
|
(6.2)
|
|
7.69
|
Adjusted CASM ex fuel (3)
|
5.51
|
|
0.06
|
|
1.1
|
|
5.45
|
|
(0.05)
|
|
(0.9)
|
|
5.50
|
(1)
|
Aircraft fuel expense is the sum of (i) “into-plane fuel cost,” which includes the cost of jet fuel and certain other charges such as fuel taxes and oil, (ii) realized gains and losses related to fuel derivative contracts, if any, and (iii) unrealized gains and losses related to fuel derivative contracts, if any. The following table summarizes the components of aircraft fuel expense for the periods presented:
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
(in thousands)
|
|||||||||||
Into-plane fuel cost
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
454,747
|
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
10,580
|
|
|||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
(3,880
|
)
|
|||
Aircraft fuel
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
461,447
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
2017
|
|
2016
|
|
2015
|
||||||||||||||||
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
||||||||||
CASM (cents)
|
|
|
7.63
|
|
|
|
|
7.37
|
|
|
|
|
7.68
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrealized losses (gains) related to fuel derivative contracts
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
(3.9
|
)
|
|
(0.02
|
)
|
Loss on disposal of assets
|
4.2
|
|
|
0.01
|
|
|
4.2
|
|
|
0.02
|
|
|
1.6
|
|
|
0.01
|
|
|||
Special charges
|
12.6
|
|
|
0.04
|
|
|
37.2
|
|
|
0.15
|
|
|
0.7
|
|
|
—
|
|
|||
Supplemental rent adjustment for liabilities accrued in prior years that are no longer probable
|
(4.1
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjusted CASM (cents)
|
|
|
7.59
|
|
|
|
|
7.21
|
|
|
|
|
7.69
|
|
(3)
|
Excludes aircraft fuel expense, loss on disposal of assets, special charges and supplemental rent adjustment for liabilities accrued in prior years that are no longer probable.
|
|
Twelve Months Ended December 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Fuel gallons consumed
|
343,709
|
|
|
302,781
|
|
|
13.5
|
%
|
||
Into-plane fuel cost per gallon
|
$
|
1.79
|
|
|
$
|
1.48
|
|
|
20.9
|
%
|
Into-plane fuel expense
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
37.5
|
%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Aircraft fuel expense (per statement of operations)
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
37.5
|
%
|
|
Twelve Months Ended December 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Into-plane fuel expense
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
37.5
|
%
|
Realized (gains) and losses related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Economic fuel expense
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
37.5
|
%
|
Fuel gallons consumed
|
343,709
|
|
|
302,781
|
|
|
13.5
|
%
|
||
Economic fuel cost per gallon
|
$
|
1.79
|
|
|
$
|
1.48
|
|
|
20.9
|
%
|
|
Twelve Months Ended December 31,
|
|
|
|||||
|
2017
|
|
2016
|
|
Change
|
|||
Website
|
66.2
|
%
|
|
63.6
|
%
|
|
2.6
|
|
Third-party travel agents
|
28.4
|
|
|
31.7
|
|
|
(3.3
|
)
|
Call center
|
5.4
|
|
|
4.7
|
|
|
0.7
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Fuel gallons consumed
|
302,781
|
|
|
255,008
|
|
|
18.7
|
%
|
||
Into-plane fuel cost per gallon
|
$
|
1.48
|
|
|
$
|
1.78
|
|
|
(16.9
|
)%
|
Into-plane fuel expense
|
$
|
447,553
|
|
|
$
|
454,747
|
|
|
(1.6
|
)%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
10,580
|
|
|
NM
|
|
||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
(3,880
|
)
|
|
NM
|
|
||
Aircraft fuel expense (per statement of operations)
|
$
|
447,553
|
|
|
$
|
461,447
|
|
|
(3.0
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Into-plane fuel expense
|
$
|
447,553
|
|
|
$
|
454,747
|
|
|
(1.6
|
)%
|
Realized (gains) and losses related to fuel derivative contracts, net
|
—
|
|
|
10,580
|
|
|
NM
|
|
||
Economic fuel expense
|
$
|
447,553
|
|
|
$
|
465,327
|
|
|
(3.8
|
)%
|
Fuel gallons consumed
|
302,781
|
|
|
255,008
|
|
|
18.7
|
%
|
||
Economic fuel cost per gallon
|
$
|
1.48
|
|
|
$
|
1.82
|
|
|
(18.7
|
)%
|
|
Year Ended December 31,
|
|
|
|||||
|
2016
|
|
2015
|
|
Change
|
|||
Website
|
63.6
|
%
|
|
63.5
|
%
|
|
0.1
|
|
Third-party travel agents
|
31.7
|
|
|
32.0
|
|
|
(0.3
|
)
|
Call center
|
4.7
|
|
|
4.5
|
|
|
0.2
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||||||||||
|
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||||||||||||||
Total operating revenue
|
|
$
|
538,143
|
|
|
$
|
584,133
|
|
|
$
|
621,329
|
|
|
$
|
578,351
|
|
|
$
|
591,746
|
|
|
$
|
701,682
|
|
|
$
|
687,231
|
|
|
$
|
667,007
|
|
Passenger
|
|
272,626
|
|
|
296,401
|
|
|
331,004
|
|
|
300,590
|
|
|
299,762
|
|
|
371,922
|
|
|
356,207
|
|
|
338,143
|
|
||||||||
Non-ticket
|
|
265,517
|
|
|
287,732
|
|
|
290,325
|
|
|
277,761
|
|
|
291,984
|
|
|
329,760
|
|
|
331,024
|
|
|
328,864
|
|
||||||||
Operating income
|
|
101,299
|
|
|
121,835
|
|
|
135,216
|
|
|
85,311
|
|
|
59,405
|
|
|
132,736
|
|
|
104,104
|
|
|
92,546
|
|
||||||||
Net income
|
|
$
|
61,920
|
|
|
$
|
73,084
|
|
|
$
|
81,382
|
|
|
$
|
48,493
|
|
|
$
|
31,935
|
|
|
$
|
78,143
|
|
|
$
|
60,190
|
|
|
$
|
250,338
|
|
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.87
|
|
|
$
|
1.03
|
|
|
$
|
1.17
|
|
|
$
|
0.70
|
|
|
$
|
0.46
|
|
|
$
|
1.13
|
|
|
$
|
0.87
|
|
|
$
|
3.64
|
|
Diluted
|
|
$
|
0.86
|
|
|
$
|
1.03
|
|
|
$
|
1.17
|
|
|
$
|
0.70
|
|
|
$
|
0.46
|
|
|
$
|
1.12
|
|
|
$
|
0.87
|
|
|
$
|
3.63
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
71,572,194
|
|
|
70,769,810
|
|
|
69,727,012
|
|
|
69,325,023
|
|
|
69,348,077
|
|
|
69,370,487
|
|
|
69,370,108
|
|
|
68,798,715
|
|
||||||||
Diluted
|
|
71,776,546
|
|
|
70,913,014
|
|
|
69,807,796
|
|
|
69,551,325
|
|
|
69,591,793
|
|
|
69,561,225
|
|
|
69,458,070
|
|
|
68,900,520
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
March 31,
2016
|
|
June 30,
2016
|
|
September 30, 2016
|
|
December 31, 2016
|
|
March 31,
2017
|
|
June 30,
2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Other operating statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aircraft at end of period
|
|
83
|
|
|
87
|
|
|
89
|
|
|
95
|
|
|
100
|
|
|
104
|
|
|
107
|
|
|
112
|
|
Average daily Aircraft utilization (hours)
|
|
12.8
|
|
|
12.7
|
|
|
12.3
|
|
|
11.7
|
|
|
11.9
|
|
|
11.7
|
|
|
11.6
|
|
|
11.3
|
|
Average stage length (miles)
|
|
995
|
|
|
971
|
|
|
968
|
|
|
981
|
|
|
985
|
|
|
982
|
|
|
1,006
|
|
|
1,023
|
|
Departures
|
|
35,160
|
|
|
38,025
|
|
|
38,310
|
|
|
38,019
|
|
|
39,330
|
|
|
41,563
|
|
|
42,599
|
|
|
41,957
|
|
Passenger flight segments (thousands)
|
|
4,988
|
|
|
5,606
|
|
|
5,674
|
|
|
5,350
|
|
|
5,570
|
|
|
6,206
|
|
|
6,307
|
|
|
6,100
|
|
Revenue passenger miles (RPMs) (thousands)
|
|
5,070,313
|
|
|
5,549,411
|
|
|
5,599,370
|
|
|
5,362,518
|
|
|
5,613,422
|
|
|
6,219,638
|
|
|
6,452,529
|
|
|
6,319,924
|
|
Available seat miles (ASMs) (thousands)
|
|
5,983,005
|
|
|
6,419,419
|
|
|
6,507,204
|
|
|
6,585,018
|
|
|
6,875,899
|
|
|
7,294,578
|
|
|
7,681,312
|
|
|
7,741,030
|
|
Load factor (%)
|
|
84.7
|
|
|
86.4
|
|
|
86.0
|
|
|
81.4
|
|
|
81.6
|
|
|
85.3
|
|
|
84.0
|
|
|
81.6
|
|
Average ticket revenue per passenger flight segment ($)
|
|
54.65
|
|
|
52.87
|
|
|
58.34
|
|
|
56.19
|
|
|
53.82
|
|
|
59.93
|
|
|
56.48
|
|
|
55.43
|
|
Average non-ticket revenue per passenger flight segment ($)
|
|
53.23
|
|
|
51.32
|
|
|
51.17
|
|
|
51.92
|
|
|
52.42
|
|
|
53.14
|
|
|
52.48
|
|
|
53.91
|
|
Total operating revenue per ASM (TRASM) (cents)
|
|
10.61
|
|
|
10.53
|
|
|
11.10
|
|
|
8.78
|
|
|
10.54
|
|
|
11.28
|
|
|
10.65
|
|
|
8.62
|
|
CASM (cents)
|
|
7.30
|
|
|
7.20
|
|
|
7.47
|
|
|
7.49
|
|
|
7.74
|
|
|
7.80
|
|
|
7.59
|
|
|
7.42
|
|
Adjusted CASM (cents) (1)
|
|
7.03
|
|
|
7.07
|
|
|
7.35
|
|
|
7.36
|
|
|
7.66
|
|
|
7.78
|
|
|
7.48
|
|
|
7.46
|
|
Adjusted CASM ex fuel (cents) (2)
|
|
5.59
|
|
|
5.30
|
|
|
5.48
|
|
|
5.44
|
|
|
5.62
|
|
|
5.83
|
|
|
5.42
|
|
|
5.20
|
|
Fuel gallons consumed (thousands)
|
|
70,550
|
|
|
77,013
|
|
|
78,288
|
|
|
76,930
|
|
|
79,064
|
|
|
85,533
|
|
|
90,274
|
|
|
88,838
|
|
Average economic fuel cost per gallon ($)
|
|
1.22
|
|
|
1.47
|
|
|
1.56
|
|
|
1.64
|
|
|
1.77
|
|
|
1.66
|
|
|
2.11
|
|
|
1.97
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||||||||||||||||||
March 31,
2016
|
|
June 30,
2016
|
|
September 30,
2016
|
|
December 31,
2016
|
|
March 31,
2017
|
|
June 30,
2017
|
|
September 30,
2017
|
|
December 31,
2017
|
|||||||||||||||||||||||||||||||||
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|
(in millions)
|
Per ASM
|
|||||||||||||||||||||||||
CASM (cents)
|
|
7.30
|
|
|
|
7.20
|
|
|
|
7.47
|
|
|
|
7.49
|
|
|
|
7.74
|
|
|
|
7.80
|
|
|
|
7.59
|
|
|
|
7.42
|
|
||||||||||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Unrealized losses (gains) related to fuel derivative contracts
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
—
|
|
Loss on disposal of assets
|
0.02
|
|
—
|
|
|
0.05
|
|
0.01
|
|
|
0.4
|
|
0.01
|
|
|
3.0
|
|
0.05
|
|
|
1.1
|
|
0.02
|
|
|
1.5
|
|
0.02
|
|
|
0.5
|
|
0.01
|
|
|
1.1
|
|
0.01
|
|
||||||||
Special charges
|
16.2
|
|
0.27
|
|
|
8.1
|
|
0.13
|
|
|
7.4
|
|
0.11
|
|
|
5.6
|
|
0.08
|
|
|
4.8
|
|
0.07
|
|
|
—
|
|
—
|
|
|
7.9
|
|
0.10
|
|
|
—
|
|
—
|
|
||||||||
Supplemental rent adjustment for liabilities accrued in prior years that are no longer probable
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(4.1
|
)
|
(0.1
|
)
|
||||||||
Adjusted CASM (cents)
|
|
7.03
|
|
|
|
7.07
|
|
|
|
7.35
|
|
|
|
7.35
|
|
|
|
7.66
|
|
|
|
7.78
|
|
|
|
7.48
|
|
|
|
7.46
|
|
|
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
2023 and beyond
|
|
Total
|
||||||||||
Long-term debt (1)
|
|
$
|
121
|
|
|
$
|
244
|
|
|
$
|
240
|
|
|
$
|
934
|
|
|
$
|
1,539
|
|
Interest commitments (2)
|
|
61
|
|
|
107
|
|
|
87
|
|
|
133
|
|
|
388
|
|
|||||
Capital and operating lease obligations
|
|
251
|
|
|
433
|
|
|
346
|
|
|
481
|
|
|
1,511
|
|
|||||
Flight equipment purchase obligations
|
|
528
|
|
|
1,596
|
|
|
802
|
|
|
8
|
|
|
2,934
|
|
|||||
Other (3)
|
|
6
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|||||
Total future payments on contractual obligations
|
|
$
|
967
|
|
|
$
|
2,383
|
|
|
$
|
1,476
|
|
|
$
|
1,556
|
|
|
$
|
6,382
|
|
(1)
|
Includes principal only associated with senior and junior term loans, fixed-rate loans, Class A and Class B Series 2015-1 EETCs, and Class AA, Class A and Class B Series 2017-1 EETCs. Refer to “Notes to the Financial Statements—11. Debt and Other Obligations.”
|
(2)
|
Related to senior and junior term loans, fixed-rate loans, Class A and Class B Series 2015-1 EETCs, and Class AA, Class A and Class B Series 2017-1 EETCs.
|
(3)
|
Primarily related to our reservation system, new airport kiosks and our A320ceo seating reconfiguration project. Refer to “Notes to the Financial Statements—16. Commitments and Contingencies.”
|
|
|
Airbus
|
|
|||||
|
|
A320ceo
|
|
A320neo
|
|
A321ceo
|
|
Total
|
2018
|
|
5
|
|
|
|
5
|
|
10
|
2019
|
|
1
|
|
14
|
|
|
|
15
|
2020
|
|
|
|
16
|
|
|
|
16
|
2021
|
|
|
|
18
|
|
|
|
18
|
|
|
6
|
|
48
|
|
5
|
|
59
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Passenger
|
$
|
1,366,034
|
|
|
$
|
1,200,621
|
|
|
$
|
1,169,338
|
|
Non-ticket
|
1,281,632
|
|
|
1,121,335
|
|
|
972,125
|
|
|||
Total operating revenues
|
2,647,666
|
|
|
2,321,956
|
|
|
2,141,463
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Aircraft fuel
|
615,581
|
|
|
447,553
|
|
|
461,447
|
|
|||
Salaries, wages and benefits
|
527,959
|
|
|
472,471
|
|
|
377,508
|
|
|||
Aircraft rent
|
205,852
|
|
|
201,675
|
|
|
211,531
|
|
|||
Landing fees and other rents
|
180,655
|
|
|
151,679
|
|
|
131,077
|
|
|||
Depreciation and amortization
|
140,152
|
|
|
101,136
|
|
|
73,908
|
|
|||
Maintenance, materials and repairs
|
110,439
|
|
|
98,587
|
|
|
80,448
|
|
|||
Distribution
|
113,620
|
|
|
96,627
|
|
|
86,576
|
|
|||
Special charges
|
12,629
|
|
|
37,189
|
|
|
673
|
|
|||
Loss on disposal of assets
|
4,168
|
|
|
4,187
|
|
|
1,604
|
|
|||
Other operating
|
347,820
|
|
|
267,191
|
|
|
207,569
|
|
|||
Total operating expenses
|
2,258,875
|
|
|
1,878,295
|
|
|
1,632,341
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
388,791
|
|
|
443,661
|
|
|
509,122
|
|
|||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest expense
|
57,302
|
|
|
41,654
|
|
|
20,382
|
|
|||
Capitalized interest
|
(13,793
|
)
|
|
(12,705
|
)
|
|
(11,553
|
)
|
|||
Interest income
|
(8,736
|
)
|
|
(5,276
|
)
|
|
(2,125
|
)
|
|||
Other expense
|
366
|
|
|
528
|
|
|
15
|
|
|||
Total other (income) expense
|
35,139
|
|
|
24,201
|
|
|
6,719
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
353,652
|
|
|
419,460
|
|
|
502,403
|
|
|||
Provision (benefit) for income taxes
|
(66,954
|
)
|
|
154,581
|
|
|
185,183
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
420,606
|
|
|
$
|
264,879
|
|
|
$
|
317,220
|
|
Basic earnings per share
|
$
|
6.08
|
|
|
$
|
3.77
|
|
|
$
|
4.39
|
|
Diluted earnings per share
|
$
|
6.06
|
|
|
$
|
3.76
|
|
|
$
|
4.38
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
420,606
|
|
|
$
|
264,879
|
|
|
$
|
317,220
|
|
Unrealized gain (loss) on interest rate derivative instruments, net of deferred taxes of $0, $0, and ($550)
|
—
|
|
|
—
|
|
|
(910
|
)
|
|||
Unrealized gain (loss) on short-term investment securities, net of deferred taxes of ($41), ($13), and $0
|
(82
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Interest rate derivative (gain) loss reclassified into earnings, net of taxes of $372, $130, and $50
|
(37
|
)
|
|
224
|
|
|
82
|
|
|||
Other comprehensive income (loss)
|
$
|
(119
|
)
|
|
$
|
201
|
|
|
$
|
(828
|
)
|
Comprehensive income
|
$
|
420,487
|
|
|
$
|
265,080
|
|
|
$
|
316,392
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
800,849
|
|
|
$
|
700,900
|
|
Short-term investment securities
|
100,937
|
|
|
100,155
|
|
||
Accounts receivable, net
|
49,323
|
|
|
41,136
|
|
||
Aircraft maintenance deposits, net
|
175,615
|
|
|
87,035
|
|
||
Income tax receivable
|
69,844
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
83,692
|
|
|
46,619
|
|
||
Total current assets
|
1,280,260
|
|
|
975,845
|
|
||
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Flight equipment
|
2,291,110
|
|
|
1,461,525
|
|
||
Ground property and equipment
|
155,166
|
|
|
126,206
|
|
||
Less accumulated depreciation
|
(207,808
|
)
|
|
(122,509
|
)
|
||
|
2,238,468
|
|
|
1,465,222
|
|
||
Deposits on flight equipment purchase contracts
|
253,687
|
|
|
325,688
|
|
||
Long-term aircraft maintenance deposits
|
150,617
|
|
|
199,415
|
|
||
Deferred heavy maintenance, net
|
99,915
|
|
|
75,534
|
|
||
Other long-term assets
|
121,003
|
|
|
110,223
|
|
||
Total assets
|
$
|
4,143,950
|
|
|
$
|
3,151,927
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
22,822
|
|
|
$
|
15,193
|
|
Air traffic liability
|
246,404
|
|
|
206,392
|
|
||
Current maturities of long-term debt
|
115,430
|
|
|
84,354
|
|
||
Other current liabilities
|
262,370
|
|
|
226,011
|
|
||
Total current liabilities
|
647,026
|
|
|
531,950
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
1,387,498
|
|
|
897,359
|
|
||
Deferred income taxes
|
313,140
|
|
|
308,143
|
|
||
Deferred gains and other long-term liabilities
|
19,205
|
|
|
19,868
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2017 and 2016, respectively; 69,770,795 and 73,549,872 issued and 68,196,964 and 69,326,202 outstanding as of December 31, 2017 and 2016, respectively
|
7
|
|
|
7
|
|
||
Additional paid-in-capital
|
360,153
|
|
|
551,004
|
|
||
Treasury stock, at cost: 1,573,831 and 4,223,670 shares as of December 31, 2017 and 2016, respectively
|
(65,854
|
)
|
|
(218,692
|
)
|
||
Retained earnings
|
1,484,239
|
|
|
1,063,633
|
|
||
Accumulated other comprehensive loss
|
(1,464
|
)
|
|
(1,345
|
)
|
||
Total shareholders’ equity
|
1,777,081
|
|
|
1,394,607
|
|
||
Total liabilities and shareholders’ equity
|
$
|
4,143,950
|
|
|
$
|
3,151,927
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
420,606
|
|
|
$
|
264,879
|
|
|
$
|
317,220
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Unrealized losses on open derivative contracts, net
|
—
|
|
|
—
|
|
|
2,202
|
|
|||
Losses reclassified from other comprehensive income
|
335
|
|
|
354
|
|
|
132
|
|
|||
Stock-based compensation
|
8,522
|
|
|
7,105
|
|
|
9,222
|
|
|||
Allowance for doubtful accounts (recoveries)
|
(53
|
)
|
|
80
|
|
|
12
|
|
|||
Amortization of deferred gains and losses and debt issuance costs
|
7,944
|
|
|
5,732
|
|
|
1,165
|
|
|||
Depreciation and amortization
|
140,152
|
|
|
101,136
|
|
|
73,908
|
|
|||
Deferred income tax expense (benefit)
|
(1,610
|
)
|
|
86,146
|
|
|
155,614
|
|
|||
Loss on disposal of assets
|
4,168
|
|
|
4,187
|
|
|
1,604
|
|
|||
Lease termination costs
|
12,629
|
|
|
37,189
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(8,134
|
)
|
|
(12,951
|
)
|
|
(5,592
|
)
|
|||
Aircraft maintenance deposits, net
|
(37,930
|
)
|
|
(45,869
|
)
|
|
(32,101
|
)
|
|||
Long-term deposits and other assets
|
(50,803
|
)
|
|
(45,558
|
)
|
|
(22,208
|
)
|
|||
Deferred heavy maintenance
|
(78,237
|
)
|
|
(30,222
|
)
|
|
(9,127
|
)
|
|||
Income tax receivable
|
(69,844
|
)
|
|
—
|
|
|
—
|
|
|||
Prepaid income taxes
|
—
|
|
|
72,278
|
|
|
(72,278
|
)
|
|||
Accounts payable
|
6,030
|
|
|
(6,823
|
)
|
|
2,706
|
|
|||
Air traffic liability
|
40,011
|
|
|
(11,582
|
)
|
|
36,387
|
|
|||
Other liabilities
|
31,074
|
|
|
47,391
|
|
|
14,119
|
|
|||
Other
|
380
|
|
|
206
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
425,240
|
|
|
473,678
|
|
|
472,985
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of available-for-sale investment securities
|
(107,246
|
)
|
|
(103,258
|
)
|
|
—
|
|
|||
Proceeds from the maturity of available-for-sale investment securities
|
105,906
|
|
|
2,842
|
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
50
|
|
|
—
|
|
|||
Pre-delivery deposits for flight equipment, net of refunds
|
(149,477
|
)
|
|
(173,947
|
)
|
|
(142,323
|
)
|
|||
Capitalized interest
|
(12,305
|
)
|
|
(10,834
|
)
|
|
(10,159
|
)
|
|||
Purchase of property and equipment
|
(628,881
|
)
|
|
(541,122
|
)
|
|
(548,800
|
)
|
|||
Net cash used in investing activities
|
(792,003
|
)
|
|
(826,269
|
)
|
|
(701,282
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
629,725
|
|
|
417,275
|
|
|
536,780
|
|
|||
Proceeds from stock options exercised
|
45
|
|
|
92
|
|
|
32
|
|
|||
Payments on debt and capital lease obligations
|
(102,738
|
)
|
|
(64,421
|
)
|
|
(26,364
|
)
|
|||
Proceeds from sale leaseback transactions
|
—
|
|
|
—
|
|
|
7,300
|
|
|||
Excess tax (deficiency) benefit from equity-based compensation
|
—
|
|
|
(470
|
)
|
|
8,850
|
|
|||
Repurchase of common stock
|
(46,580
|
)
|
|
(102,510
|
)
|
|
(112,261
|
)
|
|||
Debt issuance costs
|
(13,740
|
)
|
|
(107
|
)
|
|
(15,192
|
)
|
|||
Net cash provided by financing activities
|
466,712
|
|
|
249,859
|
|
|
399,145
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
99,949
|
|
|
(102,732
|
)
|
|
170,848
|
|
|||
Cash and cash equivalents at beginning of period
|
700,900
|
|
|
803,632
|
|
|
632,784
|
|
|||
Cash and cash equivalents at end of period
|
$
|
800,849
|
|
|
$
|
700,900
|
|
|
$
|
803,632
|
|
Supplemental disclosures
|
|
|
|
|
|
||||||
Cash payments for:
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
$
|
37,902
|
|
|
$
|
39,963
|
|
|
$
|
7,061
|
|
Income taxes paid, net of refunds
|
$
|
5,826
|
|
|
$
|
(5,579
|
)
|
|
$
|
95,933
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures funded by capital lease borrowings
|
$
|
(1,370
|
)
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
Balance at December 31, 2014
|
$
|
7
|
|
|
$
|
526,173
|
|
|
$
|
(3,921
|
)
|
|
$
|
481,534
|
|
|
$
|
(718
|
)
|
|
$
|
1,003,075
|
|
Share-based compensation
|
—
|
|
|
9,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,222
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(112,261
|
)
|
|
—
|
|
|
—
|
|
|
(112,261
|
)
|
||||||
Proceeds from options exercised
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
|
8,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,850
|
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(828
|
)
|
|
(828
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
317,220
|
|
|
—
|
|
|
317,220
|
|
||||||
Balance at December 31, 2015
|
$
|
7
|
|
|
$
|
544,277
|
|
|
$
|
(116,182
|
)
|
|
$
|
798,754
|
|
|
$
|
(1,546
|
)
|
|
$
|
1,225,310
|
|
Share-based compensation
|
—
|
|
|
7,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,105
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(102,510
|
)
|
|
—
|
|
|
—
|
|
|
(102,510
|
)
|
||||||
Proceeds from options exercised
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||||
Excess tax deficiency from share-based compensation
|
—
|
|
|
(470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(470
|
)
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
201
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
264,879
|
|
|
—
|
|
|
264,879
|
|
||||||
Balance at December 31, 2016
|
$
|
7
|
|
|
$
|
551,004
|
|
|
$
|
(218,692
|
)
|
|
$
|
1,063,633
|
|
|
$
|
(1,345
|
)
|
|
$
|
1,394,607
|
|
Share-based compensation
|
—
|
|
|
8,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,522
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(46,580
|
)
|
|
—
|
|
|
—
|
|
|
(46,580
|
)
|
||||||
Proceeds from options exercised
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
(199,418
|
)
|
|
199,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
420,606
|
|
|
—
|
|
|
420,606
|
|
||||||
Balance at December 31, 2017
|
$
|
7
|
|
|
$
|
360,153
|
|
|
$
|
(65,854
|
)
|
|
$
|
1,484,239
|
|
|
$
|
(1,464
|
)
|
|
$
|
1,777,081
|
|
1.
|
Summary of Significant Accounting Policies
|
|
Estimated Useful Life
|
Aircraft, engines and flight simulators
|
25 years
|
Spare rotables and flight assemblies
|
7 to 15 years
|
Other equipment and vehicles
|
5 to 7 years
|
Internal use software
|
3 to 10 years
|
Capital leases
|
Lease term
|
Leasehold improvements
|
Lesser of lease term or estimated useful life of the improvement
|
Buildings
|
Lesser of lease term or 30 years
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Depreciation
|
$
|
86,297
|
|
|
$
|
57,325
|
|
|
$
|
30,797
|
|
Amortization of heavy maintenance
|
53,855
|
|
|
43,811
|
|
|
43,111
|
|
|||
Total depreciation and amortization
|
$
|
140,152
|
|
|
$
|
101,136
|
|
|
$
|
73,908
|
|
|
Consideration received from credit card mile programs
|
|
Portion of proceeds recognized immediately as marketing component
|
||||
Year Ended
|
(in thousands)
|
||||||
December 31, 2017
|
$
|
49,453
|
|
|
$
|
37,960
|
|
December 31, 2016
|
48,882
|
|
|
36,640
|
|
||
December 31, 2015
|
58,005
|
|
|
35,938
|
|
|
|
Year Ended December 31,
|
||||||||||
Non-ticket revenue
|
Recognition method
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Baggage
|
Time of departure
|
$
|
488,434
|
|
|
$
|
434,269
|
|
|
$
|
381,386
|
|
Passenger usage fee
|
Time of departure
|
411,742
|
|
|
358,920
|
|
|
298,092
|
|
|||
Advance seat selection
|
Time of departure
|
131,821
|
|
|
110,966
|
|
|
97,786
|
|
|||
Other
|
|
249,635
|
|
|
217,180
|
|
|
194,861
|
|
|||
Non-ticket revenue
|
|
$
|
1,281,632
|
|
|
$
|
1,121,335
|
|
|
$
|
972,125
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Flight hour-based maintenance expense
|
$
|
54,802
|
|
|
$
|
48,471
|
|
|
$
|
41,818
|
|
Non-flight hour-based maintenance expense
|
55,637
|
|
|
50,116
|
|
|
38,630
|
|
|||
Total maintenance, materials and repairs
|
$
|
110,439
|
|
|
$
|
98,587
|
|
|
$
|
80,448
|
|
2.
|
Recent Accounting Developments
|
4.
|
Letters of Credit
|
5.
|
Credit Card Processing Arrangements
|
6.
|
Short-term Investment Securities
|
7.
|
Accrued Liabilities
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Salaries and wages
|
$
|
54,338
|
|
|
$
|
54,578
|
|
Airport obligations
|
56,299
|
|
|
43,989
|
|
||
Federal excise and other passenger taxes and fees payable
|
42,036
|
|
|
42,064
|
|
||
Aircraft maintenance
|
33,033
|
|
|
30,233
|
|
||
Fuel
|
25,171
|
|
|
14,828
|
|
||
Aircraft and facility lease obligations
|
16,992
|
|
|
10,378
|
|
||
Interest payable
|
11,384
|
|
|
8,499
|
|
||
Other
|
23,117
|
|
|
21,442
|
|
||
Other current liabilities
|
$
|
262,370
|
|
|
$
|
226,011
|
|
8.
|
Common Stock and Preferred Stock
|
9.
|
Stock-Based Compensation
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value ($) |
||
Outstanding at December 31, 2016
|
274,645
|
|
|
49.55
|
|
Granted
|
103,030
|
|
|
51.68
|
|
Vested
|
(88,580
|
)
|
|
47.64
|
|
Forfeited
|
(22,573
|
)
|
|
55.79
|
|
Outstanding at December 31, 2017
|
266,522
|
|
|
50.48
|
|
|
Number
of Options |
|
Weighted-
Average Exercise Price ($) |
|
Average
Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value ($000) |
|||
Outstanding at December 31, 2016
|
16,250
|
|
|
8.37
|
|
|
3.7
|
|
804
|
|
Exercised
|
(5,750
|
)
|
|
7.80
|
|
|
|
|
|
|
Forfeited or expired
|
—
|
|
|
—
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
10,500
|
|
|
8.68
|
|
|
2.7
|
|
380
|
|
Exercisable at December 31, 2017
|
10,500
|
|
|
8.68
|
|
|
2.7
|
|
380
|
|
Vested at December 31, 2017
|
10,500
|
|
|
8.68
|
|
|
2.7
|
|
380
|
|
|
Weighted-Average at Grant Date for Twelve Months Ended December 31, 2017
|
|
Weighted-Average at Grant Date for Twelve Months Ended December 31, 2016
|
|
||
Expected volatility factor
|
0.40
|
|
|
0.39
|
|
|
Risk free interest rate
|
1.47
|
|
%
|
1.12
|
|
%
|
Expected term (in years)
|
2.93
|
|
|
2.94
|
|
|
Expected dividend yield
|
—
|
|
%
|
—
|
|
%
|
|
Number of Awards
|
|
Weighted-Average Fair Value at Grant Date ($)
|
||
Outstanding at December 31, 2016
|
133,907
|
|
|
50.54
|
|
Granted
|
89,338
|
|
|
48.86
|
|
Vested
|
(17,592
|
)
|
|
50.07
|
|
Forfeited
|
(85,294
|
)
|
|
45.64
|
|
Outstanding at December 31, 2017
|
120,359
|
|
|
52.84
|
|
|
Number of Awards
|
|
Weighted-Average Fair Value at Grant Date ($)
|
||
Outstanding at December 31, 2016
|
—
|
|
|
—
|
|
Granted
|
37,649
|
|
|
46.28
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
(2,142
|
)
|
|
55.50
|
|
Outstanding at December 31, 2017
|
35,507
|
|
|
45.72
|
|
10.
|
Net Income per Share
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
(in thousands, except per share amounts)
|
|||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (1)
|
$
|
420,606
|
|
|
$
|
264,879
|
|
|
$
|
317,220
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding, basic
|
69,221
|
|
|
70,344
|
|
|
72,208
|
|
|||
Effect of dilutive stock awards
|
156
|
|
|
164
|
|
|
218
|
|
|||
Adjusted weighted-average shares outstanding, diluted
|
69,377
|
|
|
70,508
|
|
|
72,426
|
|
|||
Net Income per Share:
|
|
|
|
|
|
||||||
Basic earnings per common share (1)
|
$
|
6.08
|
|
|
$
|
3.77
|
|
|
$
|
4.39
|
|
Diluted earnings per common share (1)
|
$
|
6.06
|
|
|
$
|
3.76
|
|
|
$
|
4.38
|
|
|
|
|
|
|
|
||||||
Anti-dilutive weighted-average shares
|
85
|
|
|
66
|
|
|
52
|
|
11.
|
Debt and Other Obligations
|
|
|
As of
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||
|
|
(in millions)
|
|
(weighted-average interest rates)
|
||||||||||
Fixed-rate senior term loans due through 2027
|
|
$
|
417.9
|
|
|
$
|
451.9
|
|
|
4.10
|
%
|
|
4.10
|
%
|
Fixed-rate junior term loans due through 2022
|
|
39.3
|
|
|
47.1
|
|
|
6.90
|
%
|
|
6.90
|
%
|
||
Fixed-rate loans due through 2029
|
|
518.0
|
|
|
—
|
|
|
3.83
|
%
|
|
N/A
|
|
||
Fixed-rate class A 2015-1 EETC due through 2028
|
|
408.6
|
|
|
409.8
|
|
|
4.10
|
%
|
|
4.10
|
%
|
||
Fixed-rate class B 2015-1 EETC due through 2024
|
|
92.0
|
|
|
103.6
|
|
|
4.45
|
%
|
|
4.45
|
%
|
||
Fixed-rate class AA 2017-1 EETC due through 2030
|
|
37.5
|
|
|
—
|
|
|
3.38
|
%
|
|
N/A
|
|
||
Fixed-rate class A 2017-1 EETC due through 2030
|
|
12.5
|
|
|
—
|
|
|
3.65
|
%
|
|
N/A
|
|
||
Fixed-rate class B 2017-1 EETC due through 2026
|
|
13.8
|
|
|
—
|
|
|
3.80
|
%
|
|
N/A
|
|
||
Long-term debt
|
|
$
|
1,539.6
|
|
|
$
|
1,012.4
|
|
|
|
|
|
||
Less current maturities
|
|
115.4
|
|
|
84.4
|
|
|
|
|
|
||||
Less unamortized discount, net
|
|
36.7
|
|
|
30.6
|
|
|
|
|
|
||||
Total
|
|
$
|
1,387.5
|
|
|
$
|
897.4
|
|
|
|
|
|
|
|
December 31, 2017
|
||
|
|
(in millions)
|
||
2018
|
|
$
|
121.0
|
|
2019
|
|
122.3
|
|
|
2020
|
|
121.8
|
|
|
2021
|
|
121.5
|
|
|
2022
|
|
118.8
|
|
|
2023 and beyond
|
|
934.2
|
|
|
Total debt principal payments
|
|
$
|
1,539.6
|
|
|
Twelve Months Ended December 31,
|
||||||
2017
|
|
2016
|
|||||
|
(in thousands)
|
||||||
Senior term loans
|
$
|
18,328
|
|
|
$
|
19,759
|
|
Junior term loans
|
3,035
|
|
|
3,568
|
|
||
Fixed-rate loans
|
8,610
|
|
|
—
|
|
||
Class A 2015-1 EETC
|
17,230
|
|
|
11,509
|
|
||
Class B 2015-1 EETC
|
4,446
|
|
|
3,243
|
|
||
Class AA 2017-1 EETC
|
54
|
|
|
—
|
|
||
Class A 2017-1 EETC
|
19
|
|
|
—
|
|
||
Class B 2017-1 EETC
|
22
|
|
|
—
|
|
||
Commitment fees
|
124
|
|
|
127
|
|
||
Amortization of deferred financing costs
|
5,280
|
|
|
3,435
|
|
||
Total
|
$
|
57,148
|
|
|
$
|
41,641
|
|
12.
|
Leases and Aircraft Maintenance Deposits
|
|
|
Capital Leases
|
|
Operating Leases
|
|
Total Operating and Capital Lease Obligations
|
||||||||||
|
|
|
Aircraft and Spare Engine Leases
|
|
Property Facility Leases
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||
2018
|
|
$
|
537
|
|
|
$
|
204,292
|
|
|
$
|
45,737
|
|
|
$
|
250,566
|
|
2019
|
|
504
|
|
|
189,106
|
|
|
36,852
|
|
|
226,462
|
|
||||
2020
|
|
188
|
|
|
180,842
|
|
|
25,870
|
|
|
206,900
|
|
||||
2021
|
|
28
|
|
|
170,643
|
|
|
12,740
|
|
|
183,411
|
|
||||
2022
|
|
—
|
|
|
150,212
|
|
|
11,931
|
|
|
162,143
|
|
||||
2023 and thereafter
|
|
—
|
|
|
419,908
|
|
|
61,211
|
|
|
481,119
|
|
||||
Total minimum lease payments
|
|
$
|
1,257
|
|
|
$
|
1,315,003
|
|
|
$
|
194,341
|
|
|
$
|
1,510,601
|
|
Less amount representing interest
|
|
94
|
|
|
|
|
|
|
|
|||||||
Present value of minimum lease payments
|
|
$
|
1,163
|
|
|
|
|
|
|
|
||||||
Less current portion
|
|
476
|
|
|
|
|
|
|
|
|||||||
Long-term portion
|
|
$
|
687
|
|
|
|
|
|
|
|
13.
|
Financial Instruments and Risk Management
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
(in thousands)
|
|||||||||||
Into-plane fuel cost
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
454,747
|
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
10,580
|
|
|||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
(3,880
|
)
|
|||
Aircraft fuel
|
$
|
615,581
|
|
|
$
|
447,553
|
|
|
$
|
461,447
|
|
14.
|
Defined Contribution 401(k) Plan
|
15.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(68,601
|
)
|
|
$
|
60,079
|
|
|
$
|
21,632
|
|
State and local
|
515
|
|
|
6,322
|
|
|
6,702
|
|
|||
Foreign
|
2,742
|
|
|
2,034
|
|
|
1,235
|
|
|||
Total current expense (benefit)
|
(65,344
|
)
|
|
68,435
|
|
|
29,569
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(10,370
|
)
|
|
82,455
|
|
|
149,583
|
|
|||
State and local
|
8,760
|
|
|
3,691
|
|
|
6,031
|
|
|||
Total deferred expense (benefit)
|
(1,610
|
)
|
|
86,146
|
|
|
155,614
|
|
|||
Total income tax expense (benefit)
|
$
|
(66,954
|
)
|
|
$
|
154,581
|
|
|
$
|
185,183
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected provision at federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State tax expense, net of federal benefit
|
1.7
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
Income tax credits
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Revaluation of deferred taxes
|
(56.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
0.7
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
Total income tax expense (benefit)
|
(18.9
|
)%
|
|
36.9
|
%
|
|
36.9
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Foreign tax credits
|
$
|
5,980
|
|
|
$
|
—
|
|
Deferred revenue
|
1,631
|
|
|
3,057
|
|
||
Nondeductible accruals
|
10,107
|
|
|
20,547
|
|
||
Deferred manufacturing credits
|
258
|
|
|
910
|
|
||
Accrued maintenance
|
1,991
|
|
|
1,854
|
|
||
Equity compensation
|
2,392
|
|
|
3,882
|
|
||
Other
|
5,555
|
|
|
4,026
|
|
||
Valuation allowance
|
(454
|
)
|
|
—
|
|
||
Deferred tax assets
|
27,460
|
|
|
34,276
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred gain (loss) on leases, net
|
1,605
|
|
|
2,435
|
|
||
Accrued rent
|
12,055
|
|
|
14,025
|
|
||
Prepaid expenses
|
754
|
|
|
1,217
|
|
||
Property, plant and equipment
|
298,703
|
|
|
278,872
|
|
||
Deferred financing costs
|
225
|
|
|
5,358
|
|
||
Accrued aircraft and engine maintenance
|
27,258
|
|
|
40,512
|
|
||
Deferred tax liabilities
|
340,600
|
|
|
342,419
|
|
||
Net deferred tax assets (liabilities)
|
$
|
(313,140
|
)
|
|
$
|
(308,143
|
)
|
16.
|
Commitments and Contingencies
|
|
|
Airbus
|
|
|
||||
|
|
A320ceo
|
|
A320neo
|
|
A321ceo
|
|
Total
|
2018
|
|
5
|
|
|
|
5
|
|
10
|
2019
|
|
1
|
|
14
|
|
|
|
15
|
2020
|
|
|
|
16
|
|
|
|
16
|
2021
|
|
|
|
18
|
|
|
|
18
|
|
|
6
|
|
48
|
|
5
|
|
59
|
Employee Groups
|
|
Representative
|
|
Amendable Date
|
|
Percentage of Workforce
|
Pilots
|
|
Air Line Pilots Association, International (ALPA)
|
|
August 2015
|
|
26%
|
Flight Attendants
|
|
Association of Flight Attendants (AFA-CWA)
|
|
May 2021
|
|
44%
|
Dispatchers
|
|
Transport Workers Union (TWU)
|
|
August 2018
|
|
1%
|
Ramp Service Agents
|
|
International Association of Machinists and Aerospace Workers (IAMAW)
|
|
June 2020
|
|
4%
|
17.
|
Fair Value Measurements
|
|
As of December 31,
|
|
|
||||||||||||||
|
2017
|
|
2016
|
|
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair value level hierarchy
|
||||||||
|
(in millions)
|
|
|
||||||||||||||
Senior term loans
|
$
|
417.9
|
|
|
$
|
435.3
|
|
|
$
|
451.9
|
|
|
463.9
|
|
|
Level 3
|
|
Junior term loans
|
39.3
|
|
|
40.4
|
|
|
47.1
|
|
|
48.1
|
|
|
Level 3
|
||||
Fixed-rate loans
|
518.0
|
|
|
528.6
|
|
|
—
|
|
|
N/A
|
|
|
Level 3
|
||||
2015-1 EETC Class A
|
408.6
|
|
|
420.9
|
|
|
409.8
|
|
|
416.0
|
|
|
Level 2
|
||||
2015-1 EETC Class B
|
92.0
|
|
|
94.2
|
|
|
103.6
|
|
|
105.7
|
|
|
Level 2
|
||||
2017-1 EETC Class AA
|
37.5
|
|
|
37.4
|
|
|
—
|
|
|
N/A
|
|
|
Level 2
|
||||
2017-1 EETC Class A
|
12.5
|
|
|
12.6
|
|
|
—
|
|
|
N/A
|
|
|
Level 2
|
||||
2017-1 EETC Class B
|
13.8
|
|
|
13.8
|
|
|
—
|
|
|
N/A
|
|
|
Level 2
|
||||
Total long-term debt
|
$
|
1,539.6
|
|
|
$
|
1,583.2
|
|
|
$
|
1,012.4
|
|
|
$
|
1,033.7
|
|
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
800.8
|
|
|
$
|
800.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment securities
|
100.9
|
|
|
100.9
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
901.7
|
|
|
$
|
901.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
700.9
|
|
|
$
|
700.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment securities
|
100.2
|
|
|
100.2
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
801.1
|
|
|
$
|
801.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
18.
|
Operating Segments and Related Disclosures
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
DOT—Domestic
|
$
|
2,435.9
|
|
|
$
|
2,136.2
|
|
|
$
|
1,940.2
|
|
DOT—Latin America
|
211.8
|
|
|
185.8
|
|
|
201.3
|
|
|||
Total
|
$
|
2,647.7
|
|
|
$
|
2,322.0
|
|
|
$
|
2,141.5
|
|
19.
|
Quarterly Financial Data (Unaudited)
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
|
$
|
591,746
|
|
|
$
|
701,682
|
|
|
$
|
687,231
|
|
|
$
|
667,007
|
|
Operating income
|
|
59,405
|
|
|
132,736
|
|
|
104,104
|
|
|
92,546
|
|
||||
Net income (1)
|
|
31,935
|
|
|
78,143
|
|
|
60,190
|
|
|
250,338
|
|
||||
Basic earnings per share (1)
|
|
0.46
|
|
|
1.13
|
|
|
0.87
|
|
|
3.64
|
|
||||
Diluted earnings per share (1)
|
|
0.46
|
|
|
1.12
|
|
|
0.87
|
|
|
3.63
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
|
$
|
538,143
|
|
|
$
|
584,133
|
|
|
$
|
621,329
|
|
|
$
|
578,351
|
|
Operating income
|
|
101,299
|
|
|
121,835
|
|
|
135,216
|
|
|
85,311
|
|
||||
Net income
|
|
61,920
|
|
|
73,084
|
|
|
81,382
|
|
|
48,493
|
|
||||
Basic earnings per share
|
|
0.87
|
|
|
1.03
|
|
|
1.17
|
|
|
0.70
|
|
||||
Diluted earnings per share
|
|
0.86
|
|
|
1.03
|
|
|
1.17
|
|
|
0.70
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
4.30
|
|
|
|
|
|
4.31
|
|
|
|
|
|
4.32
|
|
|
|
|
|
4.33
|
|
|
|
|
|
4.34
|
|
|
|
|
|
4.35
|
|
|
|
|
|
4.36
|
|
|
|
|
|
4.37
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
10.2+
|
|
|
|
|
10.3+
|
|
|
|
|
|
10.4†
|
|
|
|
|
|
10.5†
|
|
|
|
|
|
10.6†
|
|
|
|
|
|
10.7†
|
|
|
|
|
|
10.8†
|
|
|
|
|
|
10.9†
|
|
|
|
|
|
10.10†
|
|
|
|
|
|
10.11†
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13†
|
|
|
|
|
|
10.14†
|
|
|
|
|
|
10.15†
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.27+
|
|
|
|
|
|
10.28+
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
12.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
†
|
Confidential treatment granted for certain portions of this Exhibit pursuant to Rule 406 under the Securities Act or Rule 24b-2 under the Exchange Act, which portions are omitted and filed separately with the Securities and Exchange Commission.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
*
|
Exhibits 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing.
|
|
SPIRIT AIRLINES, INC.
|
||
Date: February 13, 2018
|
By:
|
/s/ Edward M. Christie
|
|
|
|
Edward M. Christie
|
|
|
|
President and Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Robert L. Fornaro
|
Chief Executive Officer and Director (Principal Executive Officer)
|
February 13, 2018
|
Robert L. Fornaro
|
|
|
/s/ Edward M. Christie
|
President, Chief Financial Officer and Director (Principal Financial Officer)
|
February 13, 2018
|
Edward M. Christie
|
|
|
/s/ Brian J. McMenamy
|
Vice President, Controller (Principal Accounting Officer)
|
February 13, 2018
|
Brian J. McMenamy
|
|
|
/s/ H. McIntyre Gardner
|
Director (Chairman of the Board)
|
February 13, 2018
|
H. McIntyre Gardner
|
|
|
/s/ Carlton D. Donaway
|
Director
|
February 13, 2018
|
Carlton D. Donaway
|
|
|
/s/ David G. Elkins
|
Director
|
February 13, 2018
|
David G. Elkins
|
|
|
/s/ Robert D. Johnson
|
Director
|
February 13, 2018
|
Robert D. Johnson
|
|
|
/s/ Barclay G. Jones
|
Director
|
February 13, 2018
|
Barclay G. Jones
|
|
|
/s/ Myrna M. Soto
|
Director
|
February 13, 2018
|
Myrna M. Soto
|
|
|
/s/ Dawn M. Zier
|
Director
|
February 13, 2018
|
Dawn M. Zier
|
|
|
Participant:
|
|
Grant Date:
|
|
|
|
Performance Period:
|
January 1, 2018 through and including December 31, 2019
|
Performance Goals:
|
Participant is eligible to be issued Shares as of the Settlement Date with the number thereof determined based upon the Company’s attainment of the Performance Goal at the end of the Performance Period, as set forth in Section 2.2(a) of the Award Agreement.
|
Termination:
|
Except as otherwise set forth in the Award Agreement, Participant shall forfeit the Performance Award (including, without limitation, the right to receive Shares) upon Participant’s Termination of Service prior to the Settlement Date (even if the Performance Period has ended).
|
SPIRIT AIRLINES, INC.:
|
PARTICIPANT:
|
||
By:
|
|
By:
|
|
Print Name:
|
Thomas C. Canfield
|
Print Name:
|
|
Title:
|
SVP, General Counsel and Secretary
|
|
|
Stock Price Increase
|
Applicable Multiplier
|
Less than 1.3
|
0
|
Equal to or greater than 1.3 but less than 1.5
|
1.0
|
Equal to or greater than 1.5 but less than 1.625
|
1.2
|
Equal to or greater than 1.625 but less than 1.75
|
1.4
|
Equal to or greater than 1.75 but less than 1.875
|
1.65
|
Equal to or greater than 1.875 but less than 2.0
|
1.95
|
Equal to or greater than 2.0 but less than 2.125
|
2.3
|
Equal to or greater than 2.125 but less than 2.5
|
2.7
|
Equal to or greater than 2.5
|
3.7
|
A. TERMINATION OF EMPLOYMENT RELATIONSHIP, SEVERANCE BENEFITS AND OBLIGATIONS
|
B. COOPERATON
|
C. NON-ADMISSION
|
D. NON-SOLICITATION OF COMPANY EMPLOYEES
|
E. NON-DISPARAGEMENT
|
F. VOLUNTARY AGREEMENT; ADVICE OF COUNSEL; 454-DAY PERIOD
|
(a)
|
You have read this Agreement and understand its legal and binding effect. You are acting voluntarily and of your own free will in executing this Agreement.
|
(b)
|
The consideration for this Agreement is in addition to anything of value to which you already are entitled.
|
(c)
|
You have had the opportunity to seek, and you are advised in writing by this Agreement to seek, legal counsel prior to signing this Agreement.
|
(d)
|
You have been given at least 45 days from the date you received this Agreement and any attached information to consider the terms of this Agreement before signing it. In the event you choose to sign this Agreement prior to the expiration of the 45-day consideration period, you represent that you are knowingly and voluntarily waiving the remainder of the 45-day consideration period. You understand that having waived some portion of the 45-day consideration period, the Company may expedite the processing of benefits provided to you in exchange for signing this Agreement.
|
(e)
|
You agree with the Company that changes, whether material or immaterial, do not restart the running of the 45-day consideration period.
|
(f)
|
If you are age 40 or over and your termination is part of an employment termination program, you acknowledge that the Company made available to you : (i) the class, unit or group of individuals covered by the employment termination program; the eligibility factors for the program; and applicable time limits; and (ii) the job titles and ages of all individuals eligible or selected for the program as well as those in the same job classification or organizational unit who are not eligible or selected. See Attachment A.
|
G. REVOCATION
|
H. BINDING AGREEMENT AND PROMISE NOT TO SUE
|
I. COMPANY PROPERTY; CONFIDENTIALITY
|
J. EXCEPTIONS AND NO INTERFERENCE WITH RIGHTS
|
K. APPLICABLE LAW, NOTICES AND GENERAL PROVISIONS
|
I have read and understand the Agreement set forth above. I accept the consideration stated above and knowingly and voluntarily agree to be bound by the terms of this Agreement.
|
|||||
Dated:
|
|
Signature:
|
|
Name Printed:_________________________
|
|
|
|
|
Employee
|
|
|
|
|
|
•
|
The decisional unit for this employment termination program is :
|
•
|
The eligibility factors for the program are:
|
•
|
The time limits for the program are :
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Fixed Charges (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
52.0
|
|
|
$
|
38.2
|
|
|
$
|
19.2
|
|
|
$
|
2.7
|
|
|
$
|
0.2
|
|
Amortization of debt issuance costs
|
|
5.3
|
|
|
3.4
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|||||
Portion of rental expense representative of interest
|
|
45.3
|
|
|
52.6
|
|
|
55.7
|
|
|
64.8
|
|
|
64.3
|
|
|||||
Total fixed charges
|
|
$
|
102.6
|
|
|
$
|
94.2
|
|
|
$
|
76.1
|
|
|
$
|
67.5
|
|
|
$
|
64.5
|
|
Earnings (2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
|
$
|
353.7
|
|
|
$
|
419.5
|
|
|
$
|
502.4
|
|
|
$
|
353.0
|
|
|
$
|
282.4
|
|
Fixed charges per above
|
|
102.6
|
|
|
94.2
|
|
|
76.1
|
|
|
67.5
|
|
|
64.5
|
|
|||||
Capitalized interest
|
|
(13.8
|
)
|
|
(12.7
|
)
|
|
(11.6
|
)
|
|
(2.7
|
)
|
|
(0.2
|
)
|
|||||
Total earnings as adjusted
|
|
$
|
442.5
|
|
|
$
|
501.0
|
|
|
$
|
566.9
|
|
|
$
|
417.8
|
|
|
$
|
346.7
|
|
Deficiency of earnings to fixed charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
4.3x
|
|
|
5.3x
|
|
|
7.4x
|
|
|
6.2x
|
|
|
5.4x
|
|
(1)
|
Registration Statement (Form S-3 No. 333-202260) of Spirit Airlines, Inc. and the related Prospectus
|
(2)
|
Registration Statement (Form S-8 No. 333-206350) pertaining to the 2015 Incentive Award Plan
|
(3)
|
Registration Statement (Form S-8 No. 333-174812) pertaining to the Amended and Restated 2005 Incentive Stock Plan and the 2011 Equity Incentive Award Plan of Spirit Airlines, Inc.
|
Date: February 13, 2018
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
Chief Executive Officer
|
Date: February 13, 2018
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
President and Chief Financial Officer
|
(i.)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 13, 2018
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
Chief Executive Officer
|
|
|
Date: February 13, 2018
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
President and Chief Financial Officer
|