UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________ Form 10-Q _______________________________________________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35186 Spirit Airlines, Inc. (Exact name of registrant as specified in its charter) Delaware 38-1747023 (State or other jurisdiction of i ...

Spirit Airlines, Inc. (NYSE:SAVE) Q4 2023 Earnings Conference Call February 8, 2024 10:00 AM ET Company Participants DeAnne Gabel - Senior Director, IR Ted Christie - President and CEO Matthew Klein - EVP and CCO Scott Haralson - EVP and CFO Conference Call Participants Christopher Stathoulopoulos - Susquehanna Mike Linenberg - Deutsche Bank Conor Cunningham - Melius Research Scott Group - Wolfe Research Andrew Didora - Bank of America Dan McKenzie - Seaport Global Helane Becker - TD Cowen Operator Thank yo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________ Form 10-Q _______________________________________________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission ...

Spirit Airlines, Inc. (NYSE:SAVE) Q2 2023 Earnings Conference Call August 3, 2023 10:00 AM ET Company Participants Vivian Taveras - Investor Relations Manager Ted Christie - President and Chief Executive Officer Matthew Klein - Executive Vice President & Chief Commercial Officer Scott Haralson - Executive Vice President and Chief Financial Officer Conference Call Participants Conor Cunningham - Melius Research Duane Pfennigwerth - Evercore ISI Scott Group - Wolfe Research Jamie Baker - JPMorgan Chase Stephe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________ Form 10-Q _______________________________________________________________________ (Mark One) (Registrant's telephone number, including area code) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 ...

Spirit Airlines, Inc. (NYSE:SAVE) Q1 2023 Earnings Conference Call April 27, 2023 10:00 AM ET Company Participants Ted Christie - President & Chief Executive Officer and Class III Director Matthew Klein - Executive Vice President and Chief Commercial Officer Scott Haralson - Executive Vice President And Chief Financial Officer Conference Call Participants Duane Pfennigwerth - Evercore Partners Jamie Baker - JPMorgan Stephen Trent - Citi Research Conor Cunningham - Melius Research Helane Becker - Cowen Micha ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) Overview of the company's financial performance, condition, and cash flows for the period [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Spirit Airlines reported increased Q1 2023 operating revenues and reduced net loss, alongside growing assets and positive operating cash flow Condensed Consolidated Statements of Operations ($ thousands) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Total operating revenues** | $1,349,774 | $967,315 | | **Total operating expenses** | $1,462,169 | $1,178,783 | | **Operating income (loss)** | $(112,395) | $(211,468) | | **Net income (loss)** | $(103,911) | $(194,703) | | **Diluted earnings (loss) per share** | $(0.95) | $(1.79) | Condensed Consolidated Balance Sheets ($ thousands) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total current assets** | $1,918,083 | $1,993,983 | | **Total assets** | $9,322,317 | $9,184,774 | | **Total current liabilities** | $1,752,609 | $1,596,581 | | **Total liabilities** | $7,852,471 | $7,613,123 | | **Total shareholders' equity** | $1,469,846 | $1,571,651 | Condensed Consolidated Statements of Cash Flows ($ thousands) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $140,777 | $19,545 | | **Net cash used in investing activities** | $(67,566) | $(57,619) | | **Net cash used by financing activities** | $(131,842) | $(47,520) | | **Net decrease in cash, cash equivalents, and restricted cash** | $(58,631) | $(85,594) | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the pending JetBlue merger, revenue disaggregation, special charges, aircraft commitments, and debt adjustments - On July 28, 2022, Spirit entered into a merger agreement with JetBlue, which the U.S. Justice Department filed a suit to block on March 7, 2023, with a trial date set for October 16, 2023[25](index=25&type=chunk)[31](index=31&type=chunk) - As part of the merger agreement, JetBlue made prepayments to Spirit stockholders, including a **$2.50 per share** "Approval Prepayment" and monthly **$0.10 per share** "Additional Prepayments", leading to adjustments in the conversion rates of the company's convertible notes[25](index=25&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) Disaggregated Operating Revenues ($ thousands) | Revenue Type | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Fare | $608,861 | $418,418 | | Non-fare | $718,612 | $531,326 | | **Total passenger revenues** | **$1,327,473** | **$949,744** | | Other | $22,301 | $17,571 | | **Total operating revenues** | **$1,349,774** | **$967,315** | - Special charges in Q1 2023 totaled **$14.0 million**, comprising **$7.2 million** in merger-related legal and advisory fees and **$6.7 million** for an employee retention program linked to the JetBlue merger[41](index=41&type=chunk) - As of March 31, 2023, the company had firm orders for **107 A320 family aircraft** with deliveries through 2027 and commitments to purchase **18 spare engines**[61](index=61&type=chunk)[62](index=62&type=chunk) - The company is involved in a class-action lawsuit (Cox, et al. v. Spirit Airlines, Inc.) regarding fees for ancillary services, with a trial set for January 16, 2024, and is challenging a **$27.5 million** IRS assessment related to federal excise taxes on seat selection charges[70](index=70&type=chunk)[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Spirit's Q1 2023 revenue grew significantly with improved operating margin, despite rising fuel and labor costs, maintaining strong liquidity [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Q1 2023 operating revenues surged from higher yield and traffic, offset by significant expense increases from fuel and labor costs Comparative Operating Statistics | Metric | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | Total operating revenues ($ millions) | $1,349.8 | $967.3 | 39.5% | | Operating income (loss) ($ millions) | $(112.4) | $(211.5) | 46.9% | | Load factor (%) | 80.8% | 77.2% | 3.6 pts | | Average yield (cents) | 12.64 | 10.69 | 18.2% | | TRASM (cents) | 10.22 | 8.25 | 23.9% | | Adjusted CASM ex-fuel (cents) | 7.22 | 6.68 | 8.1% | - Operating revenues increased by **$382.5 million** (**39.5%**) due to an **18.2%** increase in average yield, an **18.0%** increase in traffic (RPMs), and a **3.6 percentage point** increase in load factor[134](index=134&type=chunk) - Aircraft fuel expense increased by **32.3%** to **$487.7 million**, driven by a **16.3%** rise in average economic fuel cost per gallon and a **14.0%** increase in fuel consumption[139](index=139&type=chunk) - Salaries, wages, and benefits expense increased by **27.2%** (**$83.3 million**), mainly due to significant pay rate increases from the new pilot collective bargaining agreement ratified in January 2023[144](index=144&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Spirit maintained strong liquidity of **$1.7 billion**, with operating cash flow supporting debt payments and future aircraft commitments - As of March 31, 2023, the company had **$1,696.1 million** of liquidity, comprising unrestricted cash and cash equivalents, short-term investment securities, and available funds under its revolving credit facility[155](index=155&type=chunk)[156](index=156&type=chunk) Cash Flow Summary (Q1 2023 vs Q1 2022, $ millions) | Cash Flow Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $140.8 | $19.5 | | Net Cash Used In Investing Activities | $(67.6) | $(57.6) | | Net Cash Used By Financing Activities | $(131.8) | $(47.5) | - The company has contractual purchase commitments for **107 A320 family aircraft** with deliveries through 2027, with financing secured for **48** of these aircraft scheduled for delivery through 2024[161](index=161&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) Future Contractual Obligations (as of March 31, 2023, $ millions) | Obligation Type | Remainder of 2023 | 2024 - 2025 | 2026 - 2027 | 2028 and beyond | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term debt | $207 | $1,546 | $928 | $831 | $3,512 | | Lease obligations | $275 | $687 | $601 | $2,859 | $4,422 | | Flight equipment purchase | $543 | $2,603 | $2,309 | $0 | $5,455 | | **Total** | **$1,209** | **$5,160** | **$3,949** | **$3,761** | **$14,079** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risks stem primarily from aircraft fuel price volatility and interest rate fluctuations on the company's fixed-rate debt portfolio - Aircraft fuel expense represented **33.4%** of operating expenses for Q1 2023, where a hypothetical **10%** increase in average fuel price would have increased annual into-plane aircraft fuel expense by approximately **$205 million**[208](index=208&type=chunk) - As of March 31, 2023, the company did not have any outstanding jet fuel derivatives and has not engaged in fuel derivative activity since 2015[208](index=208&type=chunk) - As of March 31, 2023, the company had **$3.5 billion** in total fixed-rate debt, including senior secured notes, term loans, EETCs, and convertible notes, with no outstanding variable-rate long-term debt[210](index=210&type=chunk)[211](index=211&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirmed effective disclosure controls and procedures, with no material changes to internal controls over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2023, the company's disclosure controls and procedures were effective at the reasonable assurance level[215](index=215&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2023, that have materially affected or are reasonably likely to materially affect internal controls[216](index=216&type=chunk) [Part II. Other Information](index=37&type=section&id=Part%20II.%20Other%20Information) Details on legal proceedings, risk factors, and equity security transactions [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company faces a class-action lawsuit on ancillary fees and challenges a **$27.5 million** IRS tax assessment - The company is defending a class-action lawsuit (Cox, et al. v. Spirit Airlines, Inc.) concerning fees for ancillary products, with a trial set to begin on January 16, 2024[218](index=218&type=chunk) - The company is challenging a **$27.5 million** IRS assessment for federal excise taxes on optional passenger seat selection charges from Q2 2018 to Q4 2020, believing it to be without merit[219](index=219&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes were reported to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[221](index=221&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **82,679** shares of common stock in Q1 2023 from employees for tax withholding purposes Issuer Purchases of Equity Securities (Q1 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share ($) | | :--- | :--- | :--- | | January 1-31, 2023 | 75,280 | $20.58 | | February 1-28, 2023 | 0 | $0.00 | | March 1-31, 2023 | 7,399 | $16.56 | | **Total** | **82,679** | **$20.22** | - All stock repurchases were made from employees to cover tax withholding requirements for vested restricted stock and performance share awards[222](index=222&type=chunk)

Spirit Airlines, Inc. (NYSE:SAVE) Q4 2022 Earnings Conference Call February 7, 2023 10:00 AM ET Company Participants DeAnne Gabel - Senior Director, Investor Relations Ted Christie - Chief Executive Officer Matt Klein - Chief Commercial Officer Scott Haralson - Chief Financial Officer Conference Call Participants Mike Linenberg - Deutsche Bank Jamie Baker - JPMorgan Duane Pfennigwerth - Evercore ISI Dan McKenzie - Seaport Global Helane Becker - Cowen Savi Syth - Raymond James Stephen Trent - Citi Scott Grou ...

```markdown PART I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Spirit Airlines operates as an **Ultra Low-Cost Carrier (ULCC)** with an all-Airbus fleet, focusing on unbundled fares and non-ticket revenue, and is currently pursuing a merger with JetBlue - Spirit Airlines operates an **Ultra Low-Cost Carrier (ULCC)** business model, offering unbundled base fares and optional services to value-conscious customers[13](index=13&type=chunk)[14](index=14&type=chunk) - In **2022**, Spirit Airlines served **92 destinations** across **16 countries** in the United States, Latin America, and the Caribbean[13](index=13&type=chunk) - The company's fleet consists entirely of **Airbus A320-family aircraft**, noted for being one of the youngest and most fuel-efficient in the U.S[13](index=13&type=chunk)[27](index=27&type=chunk)[51](index=51&type=chunk) - On **July 27, 2022**, Spirit terminated its merger agreement with Frontier, paying a **$25.0 million** expense reimbursement to Frontier[18](index=18&type=chunk) - On **July 28, 2022**, Spirit entered into a Merger Agreement with JetBlue Airways Corporation. Spirit stockholders are entitled to receive a cash consideration of up to **$34.15 per share**, including an Approval Prepayment of **$2.50 per share** and potential Additional Prepayments of **$0.10 per share** monthly, up to **$1.15 initially**, and potentially an additional **$0.65**[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - Spirit's stockholders approved the JetBlue Merger Agreement on **October 19, 2022**. The merger is subject to regulatory approvals and other closing conditions[21](index=21&type=chunk)[22](index=22&type=chunk) - During **Q4 2022**, Spirit decided to accelerate the retirement of **29 A319 aircraft** (average age **16.3 years**). Excluding these, the fleet's average age would be **5.2 years**. Spirit is scheduled to receive **144 new Airbus A320-family aircraft** through **2027**[27](index=27&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - Spirit's unit operating costs (**CASM**) were **11.67 cents** in **2022**, among the lowest in the U.S. airline industry, achieved through high aircraft utilization, high-density seating, efficient network, productive workforce, and direct-to-consumer marketing[33](index=33&type=chunk)[34](index=34&type=chunk) - Non-ticket revenue per passenger flight segment increased from approximately **$5 in 2006** to **$68 in 2022**, generated from charges for bags, premium seats, advance selection, and subscription programs like Spirit Saver$ Club[34](index=34&type=chunk) - As of **December 31, 2022**, Spirit had a fleet of **194 Airbus single-aisle aircraft** (**31 A319ceos**, **64 A320ceos**, **69 A320neos**, **30 A321ceos**) with an average age of **7.0 years**. **106 aircraft are owned**, and **88 are operating leases**[52](index=52&type=chunk)[53](index=53&type=chunk) - Approximately **81%** of Spirit's **12,025 active employees** as of **December 31, 2022**, were represented by five labor unions. A new two-year agreement with **ALPA** (pilots) was ratified in **January 2023**, expected to increase salaries, wages, and benefits by **$180 million** in **2023**[62](index=62&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - Spirit is subject to extensive regulation by the DOT, FAA, and TSA, covering economic, safety, security, and environmental aspects of air transportation. Recent DOT NPRMs propose increased disclosures for fees, refunds for delayed bags/ancillary services, and improved lavatory accessibility for disabled passengers[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) Spirit Airlines faces significant risks from the pending JetBlue merger, intense competition, volatile fuel costs, operational challenges, and labor disputes - The pending JetBlue merger poses significant risks, including business disruption, diversion of management attention, substantial transaction costs, potential litigation, and negative market reactions if the merger is not completed or delayed[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Failure to obtain governmental approvals for the JetBlue merger, or approvals with burdensome conditions, could delay or prevent its completion, potentially reducing anticipated benefits or imposing additional costs[134](index=134&type=chunk) - The airline industry is highly competitive, with Spirit facing larger competitors with greater resources. Price discounting, unbundling of services by competitors, and industry consolidation (e.g., major airline mergers) intensify competitive pressures[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) Aircraft Fuel Costs as % of Total Operating Expenses | Year | % of Total Operating Expenses | | :--- | :--- | | **2022** | **34.1%** | | **2021** | **27.8%** | | **2020** | **18.6%** | - Volatility in aircraft fuel costs or supply disruptions (especially from the U.S. Gulf Coast) can materially adversely affect operations, as fuel is a significant operating expense[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[452](index=452&type=chunk) - Spirit's non-ticket revenues (e.g., baggage, seat selection, itinerary changes) are substantial, totaling **$2,612.6 million** in **2022**. Restrictions or increased taxes on these ancillary products and services, or new consumer protection regulations, could harm the business[150](index=150&type=chunk)[151](index=151&type=chunk) - The business is highly dependent on technology and automated systems (reservation, flight operations, financial, website). Failures, disruptions, or cyberattacks on these systems could interrupt operations, lead to data loss, and harm reputation and financial condition[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) - Spirit relies on a limited number of suppliers for its all-Airbus fleet and engines (IAE and Pratt & Whitney). Delays in aircraft deliveries (experienced in late **2022** for **2023** deliveries) and reliability issues with new-generation engines (PW1100G) can significantly impact capacity and operations[216](index=216&type=chunk)[217](index=217&type=chunk) Labor Costs as % of Total Operating Costs | Year | % of Total Operating Costs | | :--- | :--- | | **2022** | **22.1%** | | **2021** | **32.4%** | | **2020** | **39.3%** | - Increased labor costs, union disputes, and potential strikes could adversely affect the business, as approximately **81%** of the workforce is unionized. A new pilot agreement (**ALPA**) is expected to increase salaries, wages, and benefits by **$180 million** in **2023**[160](index=160&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[170](index=170&type=chunk) - Spirit has significant aircraft-related fixed obligations, including **$1,870.7 million** in aircraft-related debt and **$1,771.7 million** in other long-term debt as of **December 31, 2022**, plus **$4.0 billion** in future operating lease obligations. This leverage could impair liquidity and financial condition[237](index=237&type=chunk)[238](index=238&type=chunk)[394](index=394&type=chunk) [Item 1B. Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) No unresolved staff comments were reported - No unresolved staff comments were reported[270](index=270&type=chunk) [Item 2. Properties](index=44&type=section&id=Item%202.%20Properties) Spirit Airlines operates an all-Airbus fleet of **194 aircraft**, with firm orders for **109 new aircraft** and a new headquarters under construction Spirit Airlines Fleet Composition (as of December 31, 2022) | Aircraft Type | Seats | Average Age (years) | Number of Aircraft | Number Owned | Number Leased |