Spirit Airlines 2012 Annual Report Download

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SPIRIT AIRLINES, INC.
FORM 10-K
(Annual Report)
Filed 02/25/13 for the Period Ending 12/31/12
Address 2800 EXECUTIVE WAY
MIRAMAR, FL 33025
Telephone 954-447-7920
CIK 0001498710
Symbol SAVE
SIC Code 4512 - Air Transportation, Scheduled
Industry Airline
Sector Transportation
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... WAY MIRAMAR, FL 33025 954-447-7920 0001498710 SAVE 4512 - Air Transportation, Scheduled Airline Transportation 12/31 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

  • Page 2
    ... No.) 2800 Executive Way Miramar, Florida (Address of principal executive offices) 33025 (Zip Code) (954) 447-7920 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Voting Common Stock, $0.0001 par value Non...

  • Page 3
    ... closing sale price of the common stock on the NASDAQ Global Select Market on June 29, 2012, the last trading day of the registrant's most recently completed second fiscal quarter. Shares held by each executive officer, director and by certain persons that own 10 percent or more of the outstanding...

  • Page 4
    ... Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes...

  • Page 5
    ... low-cost, low-fare airline based in Miramar, Florida that offers affordable travel to price-conscious customers. Our all-Airbus fleet currently operates more than 200 daily flights to over 50 destinations in the United States, Caribbean and Latin America. We completed an initial public offering...

  • Page 6
    ... pay for their own travel, and our business model is designed to deliver what we believe our customers want: low fares. We aggressively use low fares to stimulate air travel demand in order to increase passenger volume, load factors and non-ticket revenue on the flights we operate. Higher passenger...

  • Page 7
    ...FREE SPIRIT affinity credit card program; selling itinerary attachments, such as hotel and car rental reservations and travel insurance, through our website; and selling in-flight products and onboard advertising. Resilient Business Model and Customer Base . By focusing on price-sensitive travelers...

  • Page 8
    ... competitive. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code-sharing relationships, and frequent flier programs...

  • Page 9
    ... to purchasing a ticket, and have initiated a campaign that illustrates our total prices are lower, on average, than our competitors, even when options are included. Fleet We fly only Airbus A320 family aircraft, which provides us significant operational and cost advantages compared to airlines that...

  • Page 10
    .... Outsourcing eliminates the substantial initial capital requirements inherent in heavy aircraft maintenance. We have entered into a long-term flight hour agreement with IAE for our engine overhaul services and Lufthansa Technik on an hour-by-hour basis for component services. We outsource our heavy...

  • Page 11
    ... through advertising, the reservation process, at the airport and on board the aircraft. The DOT has extended the effective date for certain of these rules. See "Risk Factors-Restrictions on or increased taxes applicable to charges for ancillary products and services paid by airline passengers and...

  • Page 12
    .... We currently operate international service to Aruba, the Bahamas, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Panama, Peru and St. Maarten, as well as Puerto Rico and the U.S. Virgin Islands. If we decide to increase our routes to...

  • Page 13
    ... by charging separately for services such as baggage and advance seat selection. This unbundling and other cost reducing measures could enable competitor airlines to reduce fares on routes that we serve. In addition, airlines increase or decrease capacity in markets based on perceived profitability...

  • Page 14
    ... airport and on board the aircraft. The final rules require airlines to publish a full fare for a flight, including mandatory taxes and fees, and to enhance disclosure of the cost of optional products and services, including baggage charges. The rules restrict airlines from increasing ticket prices...

  • Page 15
    ... constrained credit market, housing-related pressures and increased focus on reducing business operating costs can reduce spending for price-sensitive leisure and business travel. For many travelers, in particular the price-sensitive travelers we serve, air transportation is a discretionary purchase...

  • Page 16
    ... our business, operating results, and financial condition. Like other airlines, we are subject to delays caused by factors beyond our control, including air traffic congestion at airports, air traffic control inefficiencies, adverse weather conditions, increased security measures, new travel related...

  • Page 17
    ... will depend on our operating performance, cash flow, and our ability to secure adequate financing, which will in turn depend on, among other things, the success of our current business strategy, whether fuel prices continue at current price levels and/or further increase or decrease, further...

  • Page 18
    ... our aircraft lessors to fund reserves in cash in advance for scheduled maintenance, and a portion of our cash is therefore unavailable until after we have completed the scheduled maintenance in accordance with the terms of the operating leases. Based on the age of our fleet and our growth strategy...

  • Page 19
    ..., pulling aircraft out of service for unscheduled and scheduled maintenance, which will increase as our fleet ages, may materially reduce our average fleet utilization and require that we seek short-term substitute capacity at increased costs. Due to the relatively small size of our fleet and high...

  • Page 20
    ... how airlines handle interactions with passengers through advertising, the reservations process, at the airport and on board the aircraft, including requirements for disclosure of base fares plus a set of regulatorily dictated options and limits on cancellations and service charges for changes and...

  • Page 21
    ... low operating costs. These technologies and systems include our computerized airline reservation system, flight operations system, financial planning, management and accounting system, telecommunications systems, website, maintenance systems and check-in kiosks. In order for our operations to work...

  • Page 22
    ... grow our non-ticket revenues, we may not be able to execute our strategy to continue to lower base fares in order to stimulate demand for air travel. Please see "-Restrictions on or increased taxes applicable to charges for ancillary products and services paid by airline passengers and burdensome...

  • Page 23
    ... increases in airport capacity that could facilitate increased competition; international travel regulations such as customs and immigration; increases in taxes; changes in the law that affect the services that can be offered by airlines in particular markets and at particular airports; restrictions...

  • Page 24
    ...customer service or if we are perceived by our customers to provide poor customer service. We depend on a limited number of suppliers for our aircraft and engines. One of the elements of our business strategy is to save costs by operating a single-family aircraft fleet - currently Airbus A320-family...

  • Page 25
    ... to maintain our company culture, our business, results of operations and financial condition could be harmed. Our business is labor intensive. We require large numbers of pilots, flight attendants, maintenance technicians and other personnel. The airline industry has from time to time experienced...

  • Page 26
    ... SEC and the NASDAQ Stock Market. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and...

  • Page 27
    ...; media reports and publications about the safety of our aircraft or the aircraft type we operate; new regulatory pronouncements and changes in regulatory guidelines; changes in the price of aircraft fuel; announcements concerning the availability of the type of aircraft we use; general...

  • Page 28
    ... our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or...

  • Page 29
    ... Type A319 A320 A321 Seats 145 178 218 Average Age (years) 6.3 1.4 7.4 4.6 Number of Aircraft 27 16 2 45 PROPERTIES As of December 31, 2012 , firm aircraft orders with Airbus and a third party consisted of 106 A320 family aircraft ( two used A319 aircraft, 54 of the existing A320 aircraft model...

  • Page 30
    ...We also conduct additional maintenance operations in leased facilities in Detroit, Michigan; Atlantic City, New Jersey; Dallas, Texas; and Las Vegas, Nevada. Our principal executive offices and headquarters are located in a leased facility at 2800 Executive Way, Miramar, Florida 33025, consisting of...

  • Page 31
    ... stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business...

  • Page 32
    ... SECURITIES Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs - - - - Period October 1-31, 2012 November 1-30, 2012 December 1-31, 2012 Total Total Number of Shares Purchased - - 5,107 5,107 Average Price Paid per Share N/A N/A $ 16.75 $ 16.75 Approximate Dollar...

  • Page 33
    ... of all dividends. The May 26, 2011 stock price used for our stock is the initial public offering price. Stock price performance, presented for the period from May 26, 2011 to December 31, 2012 , is not necessarily indicative of future results. Spirit NYSE ARCA Airline Index NASDAQ Composite...

  • Page 34
    ... not included in this annual report. Our historical results are not necessarily indicative of the results to be expected in the future. Year Ended December 31, 2012 Operating revenues: Passenger Non-ticket Total operating revenue Operating expenses: Aircraft fuel (2) Salaries, wages and benefits...

  • Page 35
    ... Reagan National Airport (DCA) offset by legal, accounting, printing, and filing fees connected with the 2012 secondary offerings. For more information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Our Operating Expenses-Special Charges (Credits...

  • Page 36
    ...aircraft Aircraft at end of period Airports served in the period Average daily Aircraft utilization (hours) Average stage length (miles) Block hours Passenger flight segments (thousands) Revenue passenger miles (RPMs) (thousands) Available seat miles (ASMs) (thousands) Load factor (%) Average ticket...

  • Page 37
    ... non-ticket revenues by offering travel-related options such as hotels and rental cars for sale through our website, through our $9 Fare Club, and other options to enhance our customers' travel experience. During 2012, our unit operating costs excluding fuel and special charges (credits) (Adjusted...

  • Page 38
    ...changes, hotel travel packages, and loyalty programs such as our FREE SPIRIT affinity credit card program and $9 Fare Club. Non-ticket revenues also include revenues derived from services not directly related to providing transportation such as the sale of advertising to third parties on our website...

  • Page 39
    ... Charges (Credits). Special charges (credits) include termination costs, restructuring costs, secondary offering costs, and the gain on the sale of take-off and landing slots. In June 2012, we transferred four permanent air carrier slots at Ronald Reagan National Airport ("DCA") to another airline...

  • Page 40
    ... of Oaktree and Indigo Partners, LLC ("Indigo") and certain members of the Company's executive team, sold an aggregate of 12,650,000 shares of common stock in an underwritten public offering. The Company incurred a total of $1.3 million in costs between 2011 and 2012 related to this secondary...

  • Page 41
    ... competitive. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code-sharing relationships, and frequent flier programs...

  • Page 42
    ...rates, average stage length, the size and makeup of the fleet in future periods and the level of unscheduled maintenance events and their actual costs. Accordingly, we cannot reliably quantify future maintenance expenses for any significant period of time. However, we believe, based on our scheduled...

  • Page 43
    ... cost of providing free travel for credits that are expected to be redeemed. Incremental costs include fuel, insurance, security, ticketing and facility charges reduced by an estimate of amounts required to be paid by the passenger when redeeming the award. We also sell mileage credits to companies...

  • Page 44
    .... These assumptions are based on various factors such as the estimated time between the maintenance events, the cost of future maintenance events and the number of flight hours the aircraft is estimated to be utilized before it is returned to the lessor. Maintenance reserves held by lessors that...

  • Page 45
    ... while maintaining a high load factor of 85.2% and a network reorientation in mid-2011 that added capacity in Dallas-Fort Worth, Chicago and Las Vegas. In October 2012, we canceled 136 flights, or 19.9 million available seat miles, as a result of adverse weather conditions and airport closures in...

  • Page 46
    ... customers for modifying or canceling their reservations. During the second quarter of 2011, we increased bag rates purchased at check-in on the web, the airport, and at the kiosk. During the second half of 2011, we began our efforts to standardize our passenger usage fee across all markets and fare...

  • Page 47
    ... are currently having on our business because it most closely approximates the net cash outflow associated with purchasing fuel for our operations. Accordingly, many industry analysts also evaluate airline results using this measure, and it is frequently used in our internal management reporting. 46

  • Page 48
    ... Performance Share Awards program in 2012. During 2012 , aircraft rent increase d $27.1 million , or 23.3% , mainly due to the delivery of eight Airbus A320 aircraft subsequent to the fourth quarter of 2011. All aircraft were financed through operating leases. The increase of aircraft rent expense...

  • Page 49
    ...ERP) system. Special charges (credits) for 2012 primarily include a $9.1 million gain related to the sale of four permanent air carrier slots at Ronald Reagan National Airport (DCA), offset by $0.6 million in secondary offering costs. Special charges (credits) for 2011 relate to termination costs of...

  • Page 50
    ...31.7% increase in flight-hour-based maintenance expenses driven by higher flight hours. Non-flight-hour based maintenance increased 16.3% as a result of the timing of scheduled maintenance events and the aging fleet. As the fleet ages, we expect that maintenance costs and related out of service time...

  • Page 51
    ...paid-in-kind interest on notes and preferred stock dividends due to related parties. Non-related party interest expense during 2011 and 2010 was $3.8 million and $5.7 million, respectively. Income Taxes As of December 31, 2012, the Company has fully utilized an alternative minimum tax ("AMT") credit...

  • Page 52
    ... 31, 2011 March 31, 2012 June 30, 2012 September 30, 2012 December 31, 2012 (in thousands except share and per share amounts) Total operating revenue Passenger Non-ticket Operating income Net income (loss) Earnings Per Share: Basic Diluted Weighted average shares outstanding Basic Diluted $ 232...

  • Page 53
    ..., 2012. These amounts are excluded from all calculations of Adjusted CASM provided in this annual report. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Our Operating Expenses-Special Charges (Credits)." (2) Excludes unrealized mark-to-market (gains...

  • Page 54
    ...short-term capital needs are funded primarily by cash from operations. Our most significant capital needs are to fund the acquisition costs of our aircraft. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each delivery date. During 2012 , $40...

  • Page 55
    ... based on changes in LIBOR (London Interbank Offered Rate). Our contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. As of December 31, 2012 , our firm orders consisted of 106 A320 family aircraft ( two used...

  • Page 56
    excess above the lines of credit if the derivatives are in a net liability position and make periodic payments in order to maintain an adequate undrawn portion for physical fuel delivery. As of December 31, 2012 , we have $4.1 million in uncollateralized surety bonds and a $10.0 million unsecured ...

  • Page 57
    ... less aircraft fuel expense and excluding special charges (credits) and mark-to-market gains or losses, divided by ASMs. "AFA-CWA" means the Association of Flight Attendants-CWA. "Air traffic liability" or "ATL" means the value of tickets sold in advance of travel. "ALPA" means the Airline Pilots...

  • Page 58
    ... by ASMs. "OTA" means Online Travel Agent (e.g., Orbitz and Travelocity). "Passenger flight segments" means the total number of passengers flown on all flight segments. "PDP" means pre-delivery deposit payment. "Revenue passenger mile" or "RPM" means one revenue passenger transported one mile. RPMs...

  • Page 59
    ... of our fuel consumption. Based on our annual fuel consumption, a 10% increase in the average price per gallon of aircraft fuel would have increased into-plane aircraft fuel cost for 2012 by approximately 47.2 million . To attempt to manage fuel price risk, from time to time we use jet fuel option...

  • Page 60
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page 60 61 62 63 64 86 59 Financial Statements: Statements of Operations Balance Sheets Statements of Cash Flows Statements of Shareholders' Equity (Deficit) Notes to Financial Statements Report of Independent Registered Public Accounting Firm

  • Page 61
    Spirit Airlines, Inc. Statements of Operations (In thousands, except per share data) Year Ended December 31, 2012 2011 2010 Operating revenues: Passenger Non-ticket Total operating revenue Operating expenses: Aircraft fuel Salaries, wages and benefits Aircraft rent Landing fees and other rents ...

  • Page 62
    Spirit Airlines, Inc. Balance Sheets (In thousands, except share data) December 31, 2012 Assets Current assets: Cash and cash equivalents Accounts receivable, net Deferred income taxes Other current assets Total current assets Property and equipment: Flight equipment Ground and other equipment Less ...

  • Page 63
    ...) Year Ended December 31, 2012 Operating activities: Net income Adjustments to reconcile net income to net cash provided by operations: Changes in fair value of open fuel hedge contracts Non-cash restructuring credit charges, net Equity based stock compensation, net Allowance for doubtful accounts...

  • Page 64
    ... at December 31, 2009 $ Share-based compensation Net income Balance at December 31, 2010 Conversion of Class A & B common stock to common stock Proceeds from initial public offering, net Conversion of debt to common stock Conversion of preferred stock to common stock Record liability under Tax...

  • Page 65
    ...Policies Basis of Presentation Spirit Airlines, Inc. (Spirit or the Company) headquartered in Miramar, Florida, is an ultra low-cost, low-fare airline that provides affordable travel opportunities principally throughout the domestic United States, the Caribbean and Latin America. The Company manages...

  • Page 66
    ..., federal security charges, airport passenger facility charges, and foreign arrival and departure taxes. These items are collected from customers at the time they purchase their tickets, but are not included in passenger revenue. The Company records a liability upon collection from the customer and...

  • Page 67
    ...award, under its FREE SPIRIT program based on the estimated incremental cost of providing free travel for credits that are expected to be redeemed. Incremental costs include fuel, insurance, security, ticketing, and facility charges reduced by an estimate of fees required to be paid by the passenger...

  • Page 68
    ... use of the Company's call center or travel agents, among others. Non-air related charges primarily consist of revenues from advertising on the Company's aircraft and website, the Company's $9 Fare Club subscription-based membership program, and the Company's FREE SPIRIT affinity credit card program...

  • Page 69
    ... and preferred stock dividends due to related parties. Non-related party interest expense during 2012 , 2011 and 2010 was $1.4 million , $3.8 million and $5.7 million , respectively. Stock-Based Compensation The Company recognizes cost of employee services received in exchange for awards of equity...

  • Page 70
    ... vesting is based on a service or a performance condition. To the extent a market price was not available, the fair value of stock awards was estimated using a discounted cash flow analysis based on management's estimates of revenue, driven by assumed market growth rates, and estimated costs as well...

  • Page 71
    ... cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight...

  • Page 72
    ... holdbacks by the Company's credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of December 31, 2012 and 2011 , was $144.8 million and $115.2 million , respectively. 6. Accrued Liabilities Accrued liabilities included in other current liabilities as of December...

  • Page 73
    ... stock. See Note 18. 8. Stock-Based Compensation The Company has stock plans under which directors, officers, key employees, and consultants of the Company may be granted restricted stock awards, stock options and other equity-based instruments as a means of promoting the Company's long-term growth...

  • Page 74
    ... stock-based awards, plus the number of shares remaining available for future awards under our 2005 Stock Plan. The number of shares reserved for issuance or transfer pursuant to awards under the 2011 Plan will be increased by the number of shares represented by awards outstanding under the Company...

  • Page 75
    ...Awards During 2012 , the Company granted certain senior-level executives restricted stock units that vest based on market and service conditions as part of a long-term incentive plan, which are referred to herein as performance share awards. The number of shares of common stock underlying each award...

  • Page 76
    ...notes and preferred stock. See Note 18. As of December 31, 2012 and 2011 , there was no outstanding long term debt, long term obligations or outstanding amounts due to related parties. The Company has a line of credit for $18.6 million and $8.6 million related to corporate credit cards, of which the...

  • Page 77
    ... the qualifying costs related to the specific maintenance event. Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the...

  • Page 78
    ... by reserves on deposit with the relevant lessor, or routine maintenance costs that are recorded in maintenance expense. During 2012 , the Company entered into sale and leaseback transactions with third-party aircraft lessors for the sale and leaseback of seven Airbus A320 aircraft that resulted...

  • Page 79
    ...Both the first and the second plans are subject to the annual IRS elective deferral limit, which was $17 thousand for 2012. The third plan is for all Company employees residing in Puerto Rico and was adopted on April 16, 2012. It contains the same amended service requirements as the first and second...

  • Page 80
    ... tax expense from continuing operations is as follows: For the Years Ended December 31, 2012 2011 (in thousands) 2010 Expected provision at federal statutory tax rate State and foreign tax expense, net of federal benefit Interest and dividend on preferred stock Change in valuation allowance Meals...

  • Page 81
    ... NOL carryforwards of approximately $2.2 million which can be used to offset future state taxable income. State net operating losses begin to expire in 2017. During 2012 the Company recorded a foreign tax credit of $1.0 million against its 2012 federal income tax liability which was fully utilized...

  • Page 82
    ... Groups Representative Amendable Date Pilots Flight Attendants Dispatchers Air Line Pilots Association, International (ALPA) Association of Flight Attendants (AFA-CWA) Transport Workers Union (TWU) August 2015 August 2007 July 2012 The collective bargaining agreement between the Company...

  • Page 83
    ... with quantitative models and processes to generate forward curves and volatilities. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving...

  • Page 84
    ...under a master netting arrangement. The Company determines the fair value of fuel derivative option contracts utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The Company has...

  • Page 85
    ... Disclosures The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the Department of Transportation (DOT) area are summarized below: 2012 2011 (in millions) 2010 DOT-domestic DOT-Latin America Total...

  • Page 86
    ... a change in control of the Company. The amount and timing of payments under the TRA will depend upon a number of factors, including, but not limited to, the amount and timing of taxable income generated in the future and any future limitations that may be imposed on the Company's ability to use the...

  • Page 87
    ... with the standards of the Public Company Accounting Oversight Board (United States), Spirit Airlines, Inc.'s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations...

  • Page 88
    ... INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Spirit Airlines, Inc. We have audited Spirit Airlines, Inc's internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control-Integrated Framework issued by...

  • Page 89
    ... may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012 using the criteria issued by the Committee of...

  • Page 90
    ... EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information under the captions, "Election of Directors," "Corporate Governance," "Committee and Meetings of the Board of Directors," "Executive Officers," "Code of Ethics" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our 2013 Proxy...

  • Page 91
    ... this annual report, since the required information is included in the Consolidated Financial Statements, including the notes thereto, or the circumstances requiring inclusion of such schedules are not present. 3. Exhibits: The exhibits filed as part of this Annual Report on Form 10-K are listed on...

  • Page 92
    ...Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPIRIT AIRLINES, INC. By: Date: February 25, 2013 /s/ B. Ben Baldanza B. Ben Baldanza President and Chief Executive Officer 91

  • Page 93
    ... report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated Signature Title Date /s/ B. Ben Baldanza President and Chief Executive Officer (principal executive officer) Chief Financial Officer (principal financial and accounting officer...

  • Page 94
    ... Holdings, LLC, and certain other investors, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated January 13, 2012, is hereby incorporated by reference. V2500 General Terms of Sale, dated as of March 1, 2005, between Spirit Airlines, Inc. and IAE International Aero Engines AG, as...

  • Page 95
    ... (No. 333-169474), is hereby incorporated by reference. Terms and Conditions for Worldwide Acceptance of the American Express Card by Airlines, dated September 4, 1998, between Spirit Airlines, Inc. and American Express Travel Related Services Company, Inc., as amended January 1, 2003 and August 28...

  • Page 96
    ...1999, filed as Exhibit 10.14 to the Company's Amendment No. 3 to Form S-1 Registration Statement (No. 333169474), is hereby incorporated by reference. Airbus A320 Family Purchase Agreement, dated as of May 5, 2004, between AVSA, S.A.R.L. and Spirit Airlines, Inc.; as amended by Amendment No. 1 dated...

  • Page 97
    ... the Company and U.S. Bank, National Association, filed as Exhibit 10.1 to the Company's Form 10-Q/A dated December 22, 2011, is hereby incorporated by reference. Stock Distribution Agreement, dated December 7, 2011, by and among Spirit Airlines, Inc., Indigo Miramar LLC, Nilchii LLC, Mesa Air Group...

  • Page 98
    ...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. Exhibit 32.1 is being...

  • Page 99
    ...Stock Plan and the 2011 Equity Incentive Award Plan of Spirit Airlines, Inc.; of our reports dated February 25, 2013, with respect to the financial statements of Spirit Airlines, Inc. and the effectiveness of internal control over financial reporting of Spirit Airlines, Inc., included in this Annual...

  • Page 100
    ...CERTIFICATION I, B. Ben Baldanza, President and Chief Executive Officer of Spirit Airlines, Inc., certify that: 1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2012, of Spirit Airlines, Inc. (the "Registrant"); 2. Based on my knowledge, this report does not contain...

  • Page 101
    ... Edward Christie, Senior Vice President and Chief Financial Officer of Spirit Airlines, Inc., certify that: 1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2012, of Spirit Airlines, Inc. (the "Registrant"); 2. Based on my knowledge, this report does not contain any...

  • Page 102
    ...and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 25, 2013 /s/ B. Ben Baldanza B. Ben Baldanza President and Chief Executive Officer Date: February 25, 2013 /s/ Edward M. Christie...