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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, 2013
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
incorporation or organization) (I.R.S. Employer
Identification No.)
2800 Executive Way
Miramar, Florida 33025
(Address of principal executive offices) (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 Name of Each Exchange on Which Registered
Voting Common Stock, $0.0001 par value
Non-Voting Common Stock, $0.0001 par value
NASDAQ Global Select Market
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes No

Table of contents

  • Page 1
    ... 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 2
    ... price of the common stock on the NASDAQ Global Select Market on June 28, 2013, 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 Common Stock...

  • Page 3
    ... 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...

  • Page 4
    ...I ITEM 1. Overview Spirit Airlines is an ultra low-cost, low-fare airline based in Miramar, Florida that offers affordable travel to priceconscious customers. Our all-Airbus fleet currently operates more than 250 daily flights to over 50 destinations in the United States, Caribbean and Latin America...

  • Page 5
    ... single fleet type of Airbus A320-family aircraft with common flight crews across the fleet; reduced sales, marketing and distribution costs through direct-to-consumer marketing; efficient flight scheduling, including minimal ground times between flights; and a company-wide business culture that...

  • Page 6
    ... in key cost inputs, such as fuel, and in passenger demand that may occur as a result of changing general economic conditions. Route Network As of December 31, 2013, our route network included 130 markets served by 56 airports throughout North America, Central America, South America and the...

  • Page 7
    ... reports as well as near term forecasting. Competition The airline industry is highly 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...

  • Page 8
    ...A321 model and 5 A321neos) with Airbus and 5 direct operating leases for A320neos with a third-party lessor. As of December 31, 2013, spare engine orders consisted of six V2500 SelectOne engines with IAE and nine PurePower PW 1100G-JM engines with Pratt & Whitney. Aircraft are scheduled for delivery...

  • Page 9
    ...security for both airlines and airports. We maintain active, open lines of communication with the TSA at all of our locations to ensure proper standards for security of our personnel, customers, equipment and facilities are exercised throughout the operation. Insurance We maintain insurance policies...

  • Page 10
    ...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 additional international destinations...

  • Page 11
    ... foreign commerce and the national air transportation system. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during takeoff and initial climb, and limiting the overall number of flights at an airport. Other Regulations We are subject...

  • Page 12
    ... is particularly susceptible to price discounting because once a flight is scheduled, airlines incur only nominal additional costs to provide service to passengers occupying otherwise unsold seats. Increased fare or other price competition could adversely affect our operations. Moreover, many other...

  • Page 13
    ...hedged positions could counteract the cost benefit of lower fuel prices and could require us to post additional cash margin collateral. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties Affecting Our Business-Aircraft Fuel." 13

  • 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
    ... harm our business, operating results and financial condition. Like other airlines, our business is affected 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 16
    ... business, results of operations and financial condition. We face competition from air travel substitutes. In addition to airline competition from traditional network airlines, other low-cost airlines and regional airlines, we also face competition from air travel substitutes. On our domestic routes...

  • Page 17
    ... on our business, results of operations and financial condition. We are highly dependent upon our cash balances and operating cash flows. As of December 31, 2013, we had access to lines of credit from four counterparties to our jet fuel derivatives and our purchase credit card issuer aggregating...

  • Page 18
    ... 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 daily aircraft utilization...

  • Page 19
    ... laws, regulations, taxes and increased airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising ticket prices, reducing revenue...

  • Page 20
    ... financing to acquire new aircraft; access airports located in our targeted geographic markets where we can operate routes in a manner that is consistent with our cost strategy; gain access to international routes; and access sufficient gates and other services at airports we currently serve or may...

  • Page 21
    ...our business and achieve 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...

  • Page 22
    ... 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 consumer protection regulations or laws could harm our business, results of operations and financial...

  • Page 23
    ... to 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...

  • Page 24
    ... positioned than we are to manage such events. Reduction in demand for air transportation, or governmental reduction or limitation of operating capacity, in the South Florida, Caribbean, Latin American or domestic U.S. markets could harm our business, results of operations and financial condition...

  • Page 25
    ... our business, results of operations and financial condition. We do not maintain key-man life insurance on our management team. The requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract and retain qualified board members. As...

  • Page 26
    ... cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in our stock price. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets...

  • Page 27
    ... 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 28
    ..., 2013, our aircraft orders, consisted of 112 A320 family aircraft with Airbus (37 of the existing A320 aircraft model, 45 A320neos, 25 of the existing A321 model and 5 A321neos) and 5 direct operating leases for A320neos with a third-party lessor. As of December 31, 2013, our future fleet plan, net...

  • Page 29
    ... in January 2015. We also conduct additional maintenance operations in leased facilities in Detroit, Michigan; Chicago, Illinois; 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...

  • Page 30
    ... 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 31
    ... tax requirements. ISSUER PURCHASES OF EQUITY SECURITIES Period October 1-31, 2013 ...November 1-30, 2013 ...December 1-31, 2013 ...Total ... Total Number of Shares Purchased - 763 - 763 Average Price Paid per Share N/A $ $ 44.50 N/A 44.50 Total Number of Shares Purchased as Part of Publicly...

  • Page 32
    5/26/2011 Spirit ...NYSE ARCA Airline Index ...NASDAQ Composite Index ...$ $ $ 100.00 100.00 100.00 $ $ $ 12/31/2011 130.00 75.49 94.23 $ $ $ 12/31/2012 147.75 103.90 110.91 $ $ $ 12/31/2013 378.42 164.39 155.15 32

  • Page 33
    ... this annual report. Our historical results are not necessarily indicative of the results to be expected in the future. Year Ended December 31, 2013 Operating revenues: Passenger Non-ticket Total operating revenue Operating expenses: Aircraft fuel (2) ...Salaries, wages and benefits ...Aircraft rent...

  • Page 34
    ... with the 2012 secondary offerings; and for 2013, costs related to the 2013 secondary offering. For more information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations- Our Operating Expenses-Special Charges (Credits)." Substantially all of the...

  • Page 35
    ......Airports served in the period (B) ...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 revenue...

  • Page 36
    ... aircraft orders consisted of 112 A320 family aircraft with Airbus and 5 direct operating leases for A320neos with a third party, scheduled for delivery from 2014 through 2021. Our plan calls for growing the fleet by 20.4% in 2014. 2011 IPO On June 1, 2011, we completed our initial public offering...

  • Page 37
    ... from air travel-related charges for baggage, passenger usage fee (PUF) for bookings through our distribution channels, advance seat selection, itinerary changes, hotel travel packages and loyalty programs such as our FREE SPIRIT affinity credit card program and $9 Fare Club. Non-ticket revenues...

  • Page 38
    ... total operating expenses. Special Charges (Credits). Special charges (credits) include termination costs, secondary offering costs and the gain on the sale of take-off and landing slots. In 2012, we sold four permanent air carrier slots at Ronald Reagan National Airport (DCA) to another airline for...

  • Page 39
    ... affect our future performance. Competition. The airline industry is highly 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...

  • Page 40
    ... policies. As of December 31, 2013, we had no derivative contracts outstanding. As of December 31, 2013, we purchased all of our aircraft fuel under a single fuel service contract. The cost and future availability of jet fuel cannot be predicted with any degree of certainty. Labor. The airline...

  • Page 41
    ... 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. Under our affinity card program, funds received for the marketing of a co-branded Spirit credit card and delivery of award miles...

  • Page 42
    ... and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are accrued based on contractual payment terms. Routine cost for maintaining the airframes and engines and line maintenance are charged to maintenance, materials...

  • Page 43
    .... 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 are...

  • Page 44
    ... 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 connection with Hurricane Sandy. The negative impact of the...

  • Page 45
    ... 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. Aircraft fuel expense...

  • Page 46
    .... These amounts represent the net cash paid (received) for the settlement of hedges. Labor costs in 2013 increased by $43.2 million, or 19.7%, compared to 2012, due mainly to a 30.9% increase in our pilot and flight attendant workforce required to operate the nine new aircraft deliveries in 2013. On...

  • Page 47
    ... during 2013 as compared to 2012. 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. 2012 compared to 2011 Operating expense...

  • Page 48
    ...in credit card fee rates period over period. The following table shows our distribution channel usage: Year Ended December 31, 2012 2011 Change Website ...Third-party travel agents ...Call center ... 64.2% 27.2 8.6 66.3% 23.1 10.6 (2.1) 4.1 (2.0) Maintenance, materials and repair costs increased...

  • Page 49
    ... money market investments of $0.9 million offset by other expense of $0.3 million. Income Taxes Our effective tax rate was 37.4% compared to 37.9% in 2012 and 37.8% in 2011. While we expect our tax rate to be fairly consistent in the near term, it will tend to vary depending on recurring items such...

  • Page 50
    ...March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013 (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...

  • Page 51
    ... ...Airports served (1)...Average daily Aircraft utilization (hours) ...Average stage length (miles)...Passenger flight segments (thousands) ...Revenue passenger miles (RPMs) (thousands) ...Available seat miles (ASMs) (thousands) ...Load factor (%) ...Average ticket revenue per passenger flight...

  • Page 52
    ... the remaining 105 Airbus firm aircraft orders scheduled for delivery between 2014 and 2021. In addition to funding the acquisition of our future fleet, we are required to make maintenance reserve payments for a majority of our current fleet. Maintenance reserves are paid to aircraft lessors and are...

  • Page 53
    ... Offered Rate). Our contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturer and aircraft leasing companies. During 2013, we converted ten Airbus A320 orders to Airbus A321 orders and converted five Airbus A321 orders to Airbus A321neo orders...

  • Page 54
    ....8 million on these lines of credit. We are required to post collateral for any 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, 2013, we have...

  • Page 55
    ... operating expenses excluding aircraft fuel expense, loss on disposal of assets, and special charges (credits), 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...

  • Page 56
    ... or "unit revenue" means operating revenue divided 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...

  • Page 57
    ...) using jet fuel swaps. Gulf Coast Jet indexed fuel is the basis for a substantial majority 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 2013 by approximately...

  • Page 58
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page 59 60 61 62 63 86 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 ...

  • Page 59
    Spirit Airlines, Inc. Statements of Operations (In thousands, except per share data) Year Ended December 31, 2013 2012 2011 Operating revenues: Passenger ...$ 986,018 Non-ticket ...668,367 Total operating revenues ...1,654,385 Operating expenses: Aircraft fuel ...551,746 Salaries, wages and ...

  • Page 60
    Spirit Airlines, Inc. Balance Sheets (In thousands, except share data) December 31, 2013 Assets Current assets: ...Cash and cash equivalents...$ Accounts receivable, net ...Deferred income taxes ...Prepaid expenses and other current assets ...Total current assets...Property and equipment: Flight ...

  • Page 61
    Spirit Airlines, Inc. Statements of Cash Flows (In thousands) Year Ended December 31, 2013 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......

  • Page 62
    ...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 Receivable Agreement ...Share-based compensation ...Repurchase of common...

  • Page 63
    ... 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 operations on...

  • Page 64
    ... and fees include U.S. federal transportation taxes, 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...

  • Page 65
    ... 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 when redeeming the award. Affinity Card Program. Under the Company...

  • Page 66
    ... insurance and 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...

  • Page 67
    ... estimates of revenue, driven by assumed market growth rates and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that management uses to manage the Company's business. The fair value of share option awards is estimated on the date of...

  • Page 68
    ... affiliated with Indigo owned no shares of common stock of Spirit Airlines. The Company did not receive any proceeds from this offering. In the third quarter of 2012, the Company incurred costs of $0.7 million, recorded within special charges (credits), related to an underwritten public offering...

  • Page 69
    ...upon for issued letters of credit to airports and insurance underwriters. 5. Credit Card Processing Arrangements The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges and other ancillary services by customers. As...

  • Page 70
    ... receive dividends, if any, as may be declared from time to time by the Company's board of directors out of legally available funds ratably with shares of the Company's nonvoting common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under...

  • Page 71
    ... other corporate action. As of December 31, 2013 and 2012, there were no shares of preferred stock outstanding. 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...

  • Page 72
    ... Share Awards During 2013 and 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...

  • Page 73
    ... market condition requirements applicable to each award as follows: Weighted-Average at Grant Date for Year Ended December 31, 2013 Weighted-Average at Grant Date for Year Ended December 31, 2012 Expected volatility factor ...Risk free interest rate...Expected term (in years) ...Expected dividend...

  • Page 74
    ... is included in other current liabilities. The Company is required to post collateral for any 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. 11. Leases and...

  • Page 75
    ...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 completion of the maintenance of the aircraft. Some of the master lease agreements do not require that the Company pay maintenance reserves so...

  • Page 76
    ... Company's risk management program, the Company from time to time uses a variety of financial instruments to reduce its exposure to fluctuations in the price of jet fuel. The Company does not hold or issue derivative financial instruments for trading purposes. The Company is exposed to credit losses...

  • Page 77
    ...the annual IRS elective deferral limit, which was $17,500 for 2013. 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 plans. For pilots participating in the Puerto Rico plan...

  • Page 78
    ... 31, 2012 2011 (in thousands) 2013 Expected provision at federal statutory tax rate ...$ State and foreign tax expense, net of federal benefit ...Interest and dividend on preferred stock ...Meals and entertainment ...Fines and penalties ...Federal credits ...Adjustment to deferred tax assets and...

  • Page 79
    ...or AMT credits to utilize against federal taxable income. As of December 31, 2013, the Company had approximately $4.7 million of State NOLs which can be used to offset future state taxable income. State net operating losses begin to expire in 2017. Excess tax benefits are recognized in the financial...

  • Page 80
    ... delivery of an additional five aircraft directly from a third-party lessor. During the year, the Company converted ten Airbus A320 orders to Airbus A321 orders and converted five Airbus A321 orders to Airbus A321neo orders. On October 1, 2013, the Company entered into agreements with International...

  • Page 81
    ... of Workforce Pilots Flight Attendants Dispatchers Air Line Pilots Association, International (ALPA) Association of Flight Attendants (AFA-CWA) Transport Workers Union (TWU) August 2015 August 2007 August 2018 24% 34% 1% In December 2013, with the help of the National Mediation Board (NMB), the...

  • Page 82
    ... under a master netting arrangement. The Company determines the fair value of jet fuel options 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 consistently...

  • Page 83
    ... 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: 2013 2012 (in millions) 2011 DOT-domestic ...$ DOT-Latin America ...Total...

  • Page 84
    ... 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 Pre-IPO NOLs. The term of the TRA will continue until the...

  • Page 85
    Three Months Ended March 31 2013 Operating revenue ...Operating income ...Net income...Basic earnings per share ...Diluted earnings per share ...2012 Operating revenue ...Operating income ...Net income...Basic earnings per share ...Diluted earnings per share ...$ 301,495 37,244 23,419 0.32 0.32 $ ...

  • Page 86
    ... 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, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations...

  • Page 87
    ... 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, 2013 based on criteria established in Internal Control-Integrated Framework issued by...

  • Page 88
    ... to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding...

  • Page 89
    PART III ITEM 10. DIRECTORS, 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 ...

  • Page 90
    ... included in Item 8. Financial Statements and Supplementary Data above are filed as part of this annual report. 2. Financial Statement Schedules: There are no financial statement schedules filed as part of this annual report, since the required information is included in the Financial Statements...

  • Page 91
    ... or 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: /s/ B. Ben Baldanza B. Ben Baldanza President and Chief Executive Officer Date: February 20, 2014...

  • Page 92
    ... substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this 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...

  • Page 93
    ... (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 94
    ..., filed as Exhibit 10.14 to the Company's Amendment No. 3 to Form S-1 Registration Statement (No. 333-169474), 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 95
    ... and Amendment to the Agreement Governing Acceptance of the American Express Card by Airlines, dated as of June 24, 2011, by and between Spirit Airlines, Inc. and American Express Travel Related Services Company, Inc., filed as Exhibit 10.1 to the Company's Form 10-Q dated July 28, 2011, is hereby...