FRONTIER GROUP HOLDINGS, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

General

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited consolidated financial
statements and the related notes and other financial information included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which
was filed with the Securities and Exchange Commission ("SEC") on February 23,
2022 (the "2021 Annual Report").

Insight

Frontier Airlines is an ultra low-cost carrier whose business strategy is
focused on Low Fares Done Right. We are headquartered in Denver, Colorado and
offer flights throughout the United States and to select near international
destinations in the Americas. Our unique strategy is underpinned by our low-cost
structure and superior low-fare brand.

Impact of the COVID-19 pandemic

Beginning in March 2020, the rapid spread of the coronavirus ("COVID-19"), along
with government-mandated restrictions on travel, required stay-in-place orders,
and other social distancing measures, resulted in the decline in demand for air
travel which continued to have a material adverse effect on our business and
results of operations for the three months ended March 31, 2022 and the
corresponding prior year period. We have received significant financial
assistance from the U.S. Department of the Treasury ("Treasury") under the
Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the first
Payroll Support Program (the "PSP"), the second Payroll Support Program (the
"PSP2") and the third Payroll Support Program (the "PSP3", and together with the
PSP and the PSP2, the "PSPs"). Please refer to "Notes to Condensed Consolidated
Financial Statements - 2. Impact of COVID-19" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - COVID-19 Relief
Funding" in our 2021 Annual Report for additional detail on the CARES Act and
the PSPs, and "Notes to Condensed Consolidated Financial Statements - 7. Debt"
further information on the promissory notes entered into with the Treasury as a
result of participation in the PSPs (collectively, the "PSP Promissory Notes").
The impact on our condensed consolidated financial statements for the three
months ended March 31, 2022 and 2021 are as follows:

On September 28, 2020, we entered into a loan agreement with the Treasury for a
term loan facility of up to $574 million pursuant to the secured loan program
established under the CARES Act (the "Treasury Loan"). As of December 31, 2021,
we borrowed $150 million under the Treasury Loan, for which the right to draw
any further funds lapsed in May 2021. On February 2, 2022, we repaid the
Treasury Loan which included the $150 million principal balance along with
accrued interest and associated fees of $1 million. Additionally, we recognized
a $7 million non-cash charge on the extinguishment of debt for the three months
ended March 31, 2022 from the write-off of unamortized deferred financing costs
associated with the Treasury Loan.

During the three months ended March 31, 2021, we entered into an agreement with
the Treasury for installment funding under the PSP2 (the "PSP2 Agreement"),
under which we received $161 million, comprised of a $143 million grant (the
"PSP2 Grant") for the continuation of payroll support through March 31, 2021 and
an $18 million unsecured 10-year, low-interest loan (the "PSP2 Promissory
Note"). During the three months ended March 31, 2021, $140 million of PSP2
proceeds were received and the remaining $21 million was received during the
second quarter of 2021. We recognized $125 million of PSP2 Grant proceeds, net
of deferred financing costs, during the three months ended March 31, 2021 within
CARES Act credits in our condensed consolidated statements of operations and $3
million was deferred until the second quarter of 2021. We also received $12
million of the PSP2 Promissory Note as of March 31, 2021.

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In connection with our participation in the PSPs and the Treasury Loan, we have
been and will continue to be subject to certain restrictions and limitations,
including, but not limited to:

•restrictions on repurchases of equity securities listed on a national
securities exchange or payment of dividends until February 2, 2023;
•requirements to maintain certain levels of scheduled services through March 31,
2022 (including to destinations where there may currently be significantly
reduced or no demand);
•a prohibition on involuntary terminations or furloughs of employees (except for
health, disability, cause, or certain disciplinary reasons) through September
30, 2021;
•a prohibition on reducing the salary, wages or benefits of employees (other
than executive officers or independent contractors, or as otherwise permitted
under the terms of the PSPs) through September 30, 2021;
•limits on certain executive compensation, including limiting pay increases and
severance pay or other benefits upon terminations, until April 1, 2023;
•limitations on the use of the grant funds exclusively for the continuation of
payment of employee wages, salaries and benefits; and
•additional reporting and recordkeeping requirements.

As part of the PSP Promissory Notes and the Treasury Loan, we issued to the
Treasury warrants to purchase 3,117,940 shares of our common stock at a weighted
average price of $6.95 per share. The initial fair value of these warrants upon
issuance was treated as a loan discount, which reduced the carrying value of the
related Treasury Loan and PSP Promissory Notes, and is amortized utilizing the
effective interest method as interest expense in our condensed consolidated
statements of operations over the term of each loan. These awards were
originally classified as liability-based awards within other current liabilities
on the condensed consolidated balance sheets, with periodic mark to market
remeasurements being included in interest expense in the condensed consolidated
statements of operations given we only had the option of settling in cash prior
to being publicly traded. As a result of our initial public offering of our
common stock (the "IPO"), we have the intent and ability to settle the warrants
issued to the Treasury in shares and as a result, as of April 6, 2021, we
reclassified the warrant liability to additional paid-in capital on the
condensed consolidated balance sheet and are no longer required to mark to
market the warrants. We recorded no mark to market adjustments during the three
months ended March 31, 2022, and recorded $20 million during the three months
ended March 31, 2021, to interest expense within the condensed consolidated
statements of operations. The Treasury has not exercised any warrants as of
March 31, 2022.

The CARES Act also provided for an employee retention credit ("CARES Employee
Retention Credit"), which is a refundable tax credit against certain employment
taxes that we qualified for beginning on April 1, 2020. In December 2020, the
CARES Employee Retention Credit program was extended and enhanced through June
30, 2021. The American Rescue Plan Act, enacted on March 11, 2021, further
extended the availability of the CARES Employee Retention Credit through
December 31, 2021. After the first quarter of 2021, we did not qualify for any
additional CARES Employee Retention Credits. During the three months ended
March 31, 2021, we recognized $11 million related to the CARES Employee
Retention Credit within CARES Act credits in our condensed consolidated
statements of operations.

Proposed merger with Spirit Airlines, Inc.

On February 5, 2022, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Spirit Airlines, Inc. ("Spirit") and Top Gun
Acquisition Corp. ("Merger Sub"), a direct wholly-owned subsidiary of ours,
where Merger Sub will merge with and into Spirit (the "Merger"), with Spirit
continuing as a wholly-owned subsidiary of ours. Pursuant to the Merger
Agreement, upon the ultimate completion of the merger we will combine with
Spirit to create America's most competitive ultra-low fare airline. The Merger
is expected to close in the second half of 2022, subject to satisfaction of
customary closing conditions, including completion of the regulatory review
process and approval by Spirit stockholders. Our controlling stockholder has
approved the transaction and related issuance of shares of our common stock upon
signing of the Merger Agreement. Each share of common stock of Spirit will be
converted into the right to receive 1.9126 shares of our common stock, and $2.13
per share in cash, without interest. During the three months ended March 31,
2022, we recorded $11 million of expenses related to the

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planned Merger with Spirit within transaction and merger-related costs within
the condensed consolidated statement of operations. These costs included
$8 million related to transaction costs, which are made up of banking, legal,
and accounting fees, amongst others, charged in connection with the merger, and
$3 million of retention bonus expense. Costs that become payable upon completion
of the Merger, which include certain banking fees and retention bonus costs,
will be recognized upon consummation of the Merger. Please refer to "Notes to
Condensed Consolidated Financial Statements - 14. The Proposed Merger with
Spirit Airlines, Inc." for additional detail.

Operating results

Three months completed March 31, 2022 Compared to the three months ended March 31, 2021

Total operating revenues for the three months ended March 31, 2022 totaled
$605 million, an increase of 123% compared to the three months ended March 31,
2021, primarily due to a 62% increase in capacity, as measured by available seat
miles ("ASMs"), as the demand for leisure travel continues to recover from the
COVID-19 pandemic. Additionally, our operating revenues were favorably impacted
by a 38% increase in total revenue per available seat mile ("RASM") as compared
to the corresponding period in 2021.

Total operating expenses during the three months ended March 31, 2022 totaled
$758 million, including $11 million of transaction and merger-related costs,
resulting in a cost per available seat mile ("CASM") of 10.19¢, compared to
7.89¢ for the three months ended March 31, 2021. Fuel expense was 156% higher
during the three months ended March 31, 2022, as compared to the corresponding
prior year period, driven by a 59% increase in fuel rates and a 62% increase in
fuel consumption associated with a 62% increase in our capacity. Our non-fuel
expenses increased by 95% compared to the corresponding prior year period,
driven primarily by the $136 million benefit from the recognition of grant
funding received under the PSP2 Agreement and CARES Employee Retention Credits
during the three months ended March 31, 2021, along with higher capacity and the
resulting increase in operations during the three months ended March 31, 2022.
CASM (excluding fuel) increased by 20%, from 6.07¢ for the three months ended
March 31, 2021 to 7.30¢ for the three months ended March 31, 2022. This was
driven primarily by CARES Act credits and higher gains on sale-leaseback
transactions that reduced our operating expenses during the three months ended
March 31, 2021, partially offset by the fixed nature of aircraft rent and
aircraft and engine deferral paybacks for the three months ended March 31, 2021,
as well as a decrease in salaries, wages and benefits per ASMs as capacity
growth outpaced headcount growth. Adjusted CASM (excluding fuel), which excludes
the impact of the CARES Act credits, transaction and merger-related costs and
early lease termination costs for the remaining A319 aircraft returned in 2021,
decreased from 8.96¢ for the three months ended March 31, 2021 to 7.15¢ for the
three months ended March 31, 2022. See the reconciliation to corresponding GAAP
measures provided below.

We generated a net loss of $121 million during the three months ended March 31,
2022 and a net loss of $91 million during the three months ended March 31, 2021,
as a result of the significant reduction in demand beginning in March 2020
caused by the COVID-19 pandemic. Our results for the three months ended March
31, 2022 include $11 million of transaction and merger-related costs within
operating expenses and $7 million in other non-operating expenses related to the
write-off of unamortized deferred financing costs due to the paydown of the
Treasury Loan. Our results for the three months ended March 31, 2021 include
CARES Act credits and other charges that in total reduced our operating expenses
by $132 million. which included $136 million related to funding recognized from
the PSP2 Grant and the recognition of CARES Employee Retention Credits partly
offset by $4 million in costs incurred with the early termination of our A319
leased aircraft, and $20 million in other non-operating expenses related to mark
to market adjustments associated with the warrants issued pursuant to the
Treasury Loan and PSP Promissory Notes. As a result of our IPO and the resulting
reclassification of warrants from liability-based awards to equity based awards,
as of April 6, 2021, we no longer mark to market the warrants. Considering these
aforementioned non-GAAP adjustments and the related tax expense/(benefit) of
$6 million and ($30 million) for the three months ended March 31, 2022 and 2021,
respectively, our adjusted net loss was $109 million for the three months ended
March 31, 2022, as compared to an adjusted net loss of $173 million for the
comparable prior year period. See the reconciliation to corresponding GAAP
measures provided below.

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Operating Revenues
                                                  Three Months Ended March 31,
                                                     2022                 2021                       Change
Operating revenues ($ in millions):
Passenger                                     $           588          $    262          $     326                124  %
Other                                                      17                 9                  8                 89  %
Total operating revenues                      $           605          $    271          $     334                123  %

Operating statistics:
Available seat miles (ASMs) (millions)                     7,442             4,592              2,850              62  %
Revenue passenger miles (RPMs) (millions)                  5,524             3,211              2,313              72  %
Average stage length (statute miles)                         995               973                 22               2  %
Load factor (%)                                            74.2%             69.9%            4.3 pts                N/A
Total revenue per available seat mile (RASM)
(¢)                                                         8.13              5.91               2.22              38  %
Total revenue per passenger ($)                           111.48             83.38              28.10              34  %
Passengers (thousands)                                     5,428             3,252              2,176              67  %


Total operating revenue increased $334 million, or 123%, during the three months
ended March 31, 2022, as compared to the three months ended March 31, 2021, as
we experienced increased demand for leisure travel. Revenue was favorably
impacted by the 62% capacity growth, as measured by ASMs, due to an increase of
12% in average aircraft in service during the three months ended March 31, 2022,
compared to the corresponding prior year period and an average daily aircraft
utilization of 10.8 hours per day in the three months ended March 31, 2022, a
48% increase from the corresponding prior year period, alongside an increase in
load factor. Additionally, our RASM was favorably impacted by total revenue per
passenger due to a 37% increase in fare revenue per passenger and a 32% increase
in ancillary revenue per passenger as well as a 4.3% increase in load factors
during the three months ended March 31, 2022, compared to the corresponding
prior year period.

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Operating Expenses

                                  Three Months Ended March 31,                                                      Cost per ASM
                                     2022               2021                     Change                       2022                  2021               Change
Operating expenses ($ in
millions):(a)
Aircraft fuel                    $     215          $      84          $   131             156  %               2.89   ¢             1.82   ¢              59  %
Salaries, wages and benefits           172                139               33              24  %               2.31                 3.03                 (24) %
Aircraft rent                          128                138              (10)             (7) %               1.72                 3.01                 (43) %
Station operations                     105                 70               35              50  %               1.41                 1.52                  (7) %
Sales and marketing                     32                 17               15              88  %               0.43                 0.37                  16  %
Maintenance materials and
repairs                                 34                 26                8              31  %               0.46                 0.57                 (19) %
Depreciation and amortization           13                  8                5              63  %               0.17                 0.17                   -  %
CARES Act credits                        -               (136)             136                N/M                  -                (2.96)                   N/M
Transaction and merger-related
costs                                   11                  -               11                N/M               0.15                    -                    N/M
Other operating expenses                48                 17               31             182  %               0.65                 0.36                  81  %
Total operating expenses         $     758          $     363          $   395             109  %              10.19   ¢             7.89   ¢              29  %

Operating statistics:
Available seat miles (ASMs)
(millions)                           7,442              4,592            2,850              62  %
Average stage length (statute
miles)                                 995                973               22               2  %
Departures                          38,584             24,409           14,175              58  %
CASM (excluding fuel) (¢)             7.30               6.07             1.23              20  %
Adjusted CASM (excluding fuel)
(¢)                                   7.15               8.96            (1.81)            (20) %
Fuel cost per gallon ($)              2.99               1.88             1.11              59  %
Fuel gallons consumed
(thousands)                         71,993             44,501           27,492              62  %


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(a) CASM figures may not be recalculated due to rounding.

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Reconciliation of CASM with adjusted CASM (excluding fuel) and adjusted CASM including net interest

                                                                                   Three Months Ended March 31,
                                                                   2022                                                     2021
                                               ($ in millions)                Per ASM (¢)                 ($ in millions)              Per ASM (¢)
Non-GAAP financial data (unaudited):(a)
CASM                                                                              10.19                                                     7.89
Aircraft fuel                                         (215)                       (2.89)                            (84)                   (1.82)
CASM (excluding fuel)                                                              7.30                                                     6.07
Transaction and merger-related costs(b)                (11)                       (0.15)                              -                        -
Early lease termination costs(c)                         -                            -                              (4)                   (0.08)
CARES Act - grant recognition and employee
retention credits(d)                                     -                            -                             136                     2.97
Adjusted CASM (excluding fuel)(e)                                                  7.15                                                     8.96
Aircraft fuel                                                 215                  2.89                              84                     1.82
Adjusted CASM                                                                     10.04                                                    10.78
Net interest expense (income)                            8                         0.10                              21                     0.47
CARES Act - write-off of deferred financing
costs due to paydown of loan(f)                         (7)                       (0.09)                              -                        -
CARES Act - mark to market impact for
warrants(g)                                              -                            -                             (20)                   (0.43)
Adjusted CASM + net interest(h)                                                   10.05                                                    10.82

CASM                                                                              10.19                                                     7.89
Net interest expense (income)                            8                         0.10                              21                     0.47
CASM + net interest                                                               10.29                                                     8.36


__________________

(a) Cost per ASM figures may not be recalculated due to rounding.

(b) Represents $8 million in transaction costs, including bank, legal and accounting fees, and $3 million employee retention costs incurred in connection with the planned merger with Spirit Airlines.

(c)As a result of an early termination and buyout agreement executed in May 2021
with one of our lessors, we were able to accelerate the removal of the remaining
four A319 aircraft from our fleet. These aircraft were originally scheduled to
return in December 2021 and were instead returned during the second and third
quarters of 2021. During the three months ended March 31, 2021, we incurred
$4 million in aircraft rent costs relating to the acceleration and resulting
changes to our lease return obligations.

(d)Represents the recognition of $125 million of net grant funding received from
the Treasury for payroll support during the three months ended March 31, 2021 as
part of the PSP2 Agreement under the CARES Act, along with $11 million of CARES
Employee Retention Credits.

(e)Adjusted CASM (excluding fuel) is included as a supplemental disclosure
because we believe that excluding aircraft fuel is useful to investors as it
provides an additional measure of management's performance excluding the effects
of a significant cost item over which management has limited influence. The
price of fuel, over which we have limited control, impacts the comparability of
period-to-period financial performance, and excluding the price of fuel allows
management an additional tool to understand and analyze our non-fuel costs and
core operating performance, and increases comparability with other airlines that
also provide a similar metric. Adjusted CASM (excluding fuel) is not determined
in accordance with GAAP and should not be considered in isolation or as a
substitute for performance measures calculated in accordance with GAAP.

(f)On February 2, 2022, we repaid the Treasury Loan which resulted in a one-time
write-off of the remaining $7 million in unamortized deferred financing costs
related to the Treasury Loan. This amount is a component of interest expense.

(g)Represents the mark to market adjustment to the value of the warrants issued
as part of the funding provided under the CARES Act. This amount is a component
of interest expense. As a result of our IPO and the resulting reclassification
of warrants from liability-based awards to equity-based awards, as of April 6,
2021, we no longer mark to market the warrants.

(h)Adjusted CASM including net interest is included as a supplemental disclosure
because we believe it is a useful metric to properly compare our cost management
and performance to other peers that may have different capital structures and
financing strategies, particularly as it relates to financing primary operating
assets such as aircraft and engines. Additionally, we believe this metric is
useful because it removes

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certain items that may not be indicative of base operating performance or future
results. Adjusted CASM including net interest is not determined in accordance
with GAAP, may not be comparable across all carriers and should not be
considered in isolation or as a substitute for performance measures calculated
in accordance with GAAP.

Aircraft Fuel. Aircraft fuel expense increased by $131 million, or 156%, during
the three months ended March 31, 2022, as compared to the corresponding prior
year period. The increase was primarily due to a 59% increase in fuel rates and
the 62% increase in fuel gallons consumed due to the higher capacity.

Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by
$33 million, or 24%, during the three months ended March 31, 2022, as compared
to the corresponding prior year period. The increase was primarily due to higher
crew expenses driven by an escalation in credit hours as a result of more
capacity and the expansion in salaried support staff costs and employee benefit
expenses for the three months ended March 31, 2022, as compared to the
corresponding prior year period.

Aircraft Rent. Aircraft rent expense decreased by $10 million, or (7)%, during
the three months ended March 31, 2022, as compared to the corresponding prior
year period, primarily due to the payback of lease deferrals from 2020
recognized in 2021, while no lease deferrals were paid for the three months
ended March 31, 2022. The decrease related to lease deferrals was partially
offset by the increase in our fleet period-over-period.

Station Operations. Station operations expense increased by $35 million, or 50%,
during the three months ended March 31, 2022, as compared to the corresponding
prior year period, due to a 58% increase in departures and a 67% increase in
passengers as demand continues to recover from the COVID-19 pandemic. In
addition, we experienced a favorable impact of $8 million during the three
months ended March 31, 2021 related to deferral agreements on certain leases
with our airport facilities that were negotiated to manage liquidity during the
recovery of the COVID-19 pandemic, which had no impact in 2022. These increases
were partially offset by the fixed nature of certain charges.

Sales and Marketing. Sales and marketing expense increased by $15 million, or
88%, during the three months ended March 31, 2022, as compared to the
corresponding prior year period, primarily due to higher credit card processing
fees resulting from the 123% increase in revenue, in addition to increased sales
support and advertising expenses. The following table presents our distribution
channel mix:
                                                              Three Months Ended March 31,
Distribution Channel                                           2022                  2021                  Change
Our website, mobile app and other direct channels                   71  %                 72  %                 (1)  pt
Third-party channels                                                29  %                 28  %                  1   pt


Maintenance Materials and Repairs. Maintenance materials and repair expense
increased by $8 million, or 31% during the three months ended March 31, 2022, as
compared to the corresponding prior year period, primarily due to higher flight
hours with a corresponding 12% increase in aircraft in service and higher
utilization per aircraft compared to the corresponding prior year period. These
increases were offset by a decrease in volume and extent of planned maintenance
checks during the three months ended March 31, 2022, as compared to the
corresponding prior year period.

Depreciation and Amortization. Depreciation and amortization expense increased
by $5 million, or 63%, during the three months ended March 31, 2022 as compared
to the corresponding prior year period, primarily due to an increase in
capitalized maintenance.

CARES Act Credits. CARES Act credits decreased by $136 million during the three
months ended March 31, 2022, as compared to the corresponding prior year period.
During the three months ended March 31, 2022, we did not recognize any CARES Act
credits due to cessation of the program in 2021. During the three months ended
March 31, 2021, we recognized $125 million of the payroll support grant received
from the Treasury as part of the PSP2 Agreement under the CARES Act, and $11
million in CARES Employee Retention Credits.

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Transaction and Merger-Related Costs. As a result of the anticipated merger with
Spirit, we incurred $11 million in related costs during the three months ended
March 31, 2022, including $8 million in transaction costs which relate mostly to
banking, legal and accounting fees, and $3 million in employee retention costs.

Other Operating Expenses. Other operating expenses increased by $31 million, or
182%, during the three months ended March 31, 2022, as compared to the
corresponding prior year period. The increase was driven primarily by increases
in travel expenses relating to crew accommodations, an $8 million decrease in
sale leaseback gains due to more aircraft deliveries in the three months ended
March 31, 2021, as compared to the three months ended March 31, 2022, and higher
general and administrative costs and other operating costs due to an increase in
capacity as demand continues to recover from the COVID-19 pandemic.

Other Income (Expense). Other income (expense) decreased by $13 million, or
(62)%, during the three months ended March 31, 2022, as compared to the
corresponding prior year period. The decrease was primarily due to $20 million
in interest expense related to the mark to market adjustments of warrants issued
in conjunction with the PSP Promissory Notes and the Treasury Loan during the
three months ended March 31, 2021. As a result of our IPO and the resulting
reclassification of warrants from liability-based awards to equity based awards,
as of April 6, 2021, we no longer mark to market the warrants. This decrease in
expense during the three months ended March 31, 2022 was offset by a $7 million
loss from the extinguishment of debt from the write-off of unamortized deferred
financing costs associated with the Treasury Loan.

Income Taxes. Our effective tax rate for the three months ended March 31, 2022
was a benefit of 24.8%, compared to a benefit of 19.5% for the three months
ended March 31, 2021. The effective tax rate for the three months ended March
31, 2022 is higher than the statutory rate primarily due to the
non-deductibility of certain executive compensation costs and other employee
benefits. The effective tax rate for the three months ended March 31, 2021
includes the impact of the non-deductible interest from the mark to market
adjustments from the issued warrants as part of our participation in the PSP,
PSP2 and Treasury Loan partly offset by excess tax benefits associated with our
stock-based compensation arrangements.

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Reconciliation of Net Earnings (Net Loss) to Adjusted Net Earnings (Net Loss), EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR

                                                 Three Months Ended March 31,
                                                                           2022        2021

                                                        (in millions)
Non-GAAP financial data (unaudited):
Adjusted net income (loss)(a)                                            $ (109)     $ (173)
EBITDA(a)                                                                $ (140)     $  (84)
EBITDAR(b)                                                               $  (12)     $   54
Adjusted EBITDA(a)                                                       $ (129)     $ (216)
Adjusted EBITDAR(b)                                                      $   (1)     $  (82)


__________________
(a)Adjusted net income (loss), EBITDA and Adjusted EBITDA are included as
supplemental disclosures because we believe they are useful indicators of our
operating performance. Derivations of net income and EBITDA are well-recognized
performance measurements in the airline industry that are frequently used by our
management, as well as by investors, securities analysts and other interested
parties in comparing the operating performance of companies in our industry.

Adjusted net income (loss), EBITDA and Adjusted EBITDA have limitations as
analytical tools. Some of the limitations applicable to these measures include:
Adjusted net income (loss), EBITDA and Adjusted EBITDA do not reflect the impact
of certain cash charges resulting from matters we consider not to be indicative
of our ongoing operations; Adjusted net income (loss), EBITDA and Adjusted
EBITDA do not reflect our cash expenditures, or future requirements, for capital
expenditures or contractual commitments; EBITDA and Adjusted EBITDA do not
reflect changes in, or cash requirements for, our working capital needs; EBITDA,
and Adjusted EBITDA do not reflect the interest expense, or the cash
requirements necessary to service interest or principal payments, on our
indebtedness or possible cash requirements related to our warrants; although
depreciation and amortization are non-cash charges, the assets being depreciated
and amortized will often have to be replaced in the future, and EBITDA and
Adjusted EBITDA do not reflect any cash requirements for such replacements; and
other companies in our industry may calculate Adjusted net income (loss), EBITDA
and Adjusted EBITDA differently than we do, limiting its usefulness as a
comparative measure. Because of these limitations, Adjusted net income (loss),
EBITDA and Adjusted EBITDA should not be considered in isolation from or as a
substitute for performance measures calculated in accordance with GAAP. In
addition, because derivations of Adjusted net income (loss), EBITDA and Adjusted
EBITDA are not determined in accordance with GAAP, such measures are susceptible
to varying calculations and not all companies calculate the measures in the same
manner. As a result, derivations of Net income and EBITDA, including Adjusted
net income (loss) and Adjusted EBITDA, as presented may not be directly
comparable to similarly titled measures presented by other companies.

For the foregoing reasons, each of Adjusted net income (loss), EBITDA and
Adjusted EBITDA has significant limitations which affect its use as an indicator
of our profitability. Accordingly, you are cautioned not to place undue reliance
on this information.

(b)EBITDAR and Adjusted EBITDAR are included as a supplemental disclosure
because we believe them to be useful solely as valuation metrics for airlines as
their calculations isolate the effects of financing in general, the accounting
effects of capital spending and acquisitions (primarily aircraft, which may be
acquired directly, directly subject to acquisition debt, by capital lease or by
operating lease, each of which is presented differently for accounting
purposes), and income taxes, which may vary significantly between periods and
for different airlines for reasons unrelated to the underlying value of a
particular airline. However, EBITDAR and Adjusted EBITDAR are not determined in
accordance with GAAP, are susceptible to varying calculations and not all
companies calculate the measures in the same manner. As a result, EBITDAR and
Adjusted EBITDAR, as presented, may not be directly comparable to similarly
titled measures presented by other companies. In addition, EBITDAR and Adjusted
EBITDAR should not be viewed as a measure of overall performance since they
exclude aircraft rent, which is a normal, recurring cash operating expense that
is necessary to operate our business. Accordingly, you are cautioned not to
place undue reliance on this information.

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                                                                        Three Months Ended
                                                                            March 31,
                                                                                   2022                2021

                                                                         

(in millions) Reconciliation of adjusted net income (unaudited): Net income (loss)

                                                              $     (121)         $      (91)
Non-GAAP Adjustments(a):
Transaction and merger-related costs                                                   11                   -
Early lease termination costs                                                           -                   4
CARES Act - grant recognition and employee retention credits                            -                (136)

CARES Act – write-off of deferred finance charges due to loan repayment

                                                                         7                   -
CARES Act - mark to market impact for warrants                                          -                  20
Pre-tax impact                                                                         18                (112)
Tax benefit (expense) related to non-GAAP adjustments                                  (6)                 30
Adjusted net income (loss)                                                  

($109) $ (173)

EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR
reconciliation (unaudited):
Net income (loss)                                                              $     (121)         $      (91)
Plus (minus):
Interest expense                                                                           9                  22
Capitalized interest                                                                   (1)                 (1)

Income tax expense (benefit)                                                          (40)                (22)
Depreciation and amortization                                                             13                   8
EBITDA                                                                               (140)                (84)
Plus: Aircraft rent                                                                      128                 138
EBITDAR                                                                        $      (12)         $       54

EBITDA                                                                         $     (140)         $      (84)
Plus (minus)(a):
Transaction and merger-related costs                                                      11                   -
Early lease termination costs                                                              -                   4
CARES Act - grant recognition and employee retention credits                            -                (136)
Adjusted EBITDA                                                                      (129)               (216)
Plus: Aircraft rent(b)                                                                128                 134
Adjusted EBITDAR                                                               $       (1)         $      (82)


__________________

(a) See “Reconciliation of CASM to Adjusted CASM (excluding fuel) and Adjusted CASM including net interest” above for a discussion of adjusting items.

(b)Represents aircraft rent expense included in Adjusted EBITDA. Excludes
aircraft rent expense of $4 million for the three months ended March 31, 2021,
for costs incurred due to the early termination of our A319 leased aircraft. See
footnote (c) under the caption "Reconciliation of CASM to Adjusted CASM
(excluding fuel) and Adjusted CASM including net interest."

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Comparative operating statistics

The following table sets forth our operating statistics for the three months
ended March 31, 2022 and 2021. These operating statistics are provided because
they are commonly used in the airline industry and, as such, allow readers to
compare our performance against our results for the prior year period, as well
as against the performance of our peers.
                                                                    Three Months Ended March 31,           Percent
                                                                                     2022                    2021                   Change
Operating statistics (unaudited)(a)
Available seat miles (ASMs) (millions)                                                     7,442                  4,592                 62     %
Departures                                                                                38,584                 24,409                 58     %
Average stage length (statute miles)                                                         995                    973                  2     %
Block hours                                                                              106,537                 64,467                 65     %
Average aircraft in service                                                                  110                     98                 12     %
Aircraft - end of period                                                                     112                    107                  5     %
Average daily aircraft utilization (hours)                                                  10.8                    7.3                 48     %
Passengers (thousands)                                                                     5,428                  3,252                 67     %
Average seats per departure                                                                  193                    193                  -     %
Revenue passenger miles (RPMs) (millions)                                                  5,524                  3,211                 72     %
Load Factor (%)                                                                          74.2  %                  69.9%                4.3   pts
Fare revenue per passenger ($)                                                             42.20                  30.83                 37     %
Non-fare passenger revenue per passenger ($)                                               66.18                  49.75                 33     %
Other revenue per passenger ($)                                                             3.10                   2.80                 11     %
Total revenue per passenger ($)                                                           111.48                  83.38                 34     %
Total revenue per available seat mile (RASM) (¢)                                            8.13                   5.91                 38     %
Cost per available seat mile (CASM) (¢)                                                    10.19                   7.89                 29     %
CASM (excluding fuel) (¢)                                                                   7.30                   6.07                 20     %
CASM + net interest (¢)                                                                    10.29                   8.36                 23     %
Adjusted CASM (¢) (b)                                                                      10.04                  10.78                 (7)    %
Adjusted CASM (excluding fuel) (¢) (b)                                                      7.15                   8.96                (20)    %
Adjusted CASM + net interest (¢) (b)                                                       10.05                  10.82                 (7)    %
Fuel cost per gallon ($)                                                                    2.99                   1.88                 59     %
Fuel gallons consumed (thousands)                                                         71,993                 44,501                 62     %
Employees (FTE)                                                                            5,545                  4,922                 13     %


__________________

(a) See “Glossary of Airline Terms” for definitions of terms used in this table.

(b) For a reconciliation of CASM to CASM Adjusted (Excluding Fuel) and CASM Adjusted Including Net Interest, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”.

Liquidity, capital resources and financial position

Insight

As of March 31, 2022, we had $727 million of cash and cash equivalents. We had
$352 million of total debt, net, of which $145 million is short-term debt. Our
total debt, net is comprised of our $200 million pre-delivery payment facility
("PDP Financing Facility"), $66 million in PSP Promissory Notes, $18 million in
secured indebtedness for our headquarters building, and a $71 million
pre-purchased miles facility with Barclays, partly offset by $3 million in
deferred debt acquisition costs and other discounts.

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On February 2, 2022, we repaid the Treasury Loan, which included the
$150 million principal balance along with accrued interest and associated fees
of $1 million. As a result, we recognized a $7 million non-cash charge from the
write-off of unamortized deferred financing costs associated with the Treasury
Loan for the three months ended March 31, 2022. By repaying the amounts
outstanding under the Treasury Loan, our co-brand credit card program and
related brand assets that collateralized the Treasury Loan are now unencumbered.

On February 5, 2022, we entered into the Merger Agreement with Merger Sub and
Spirit. The Merger Agreement provides that, among other things, the Merger Sub
will be merged with and into Spirit, with Spirit surviving the Merger and
continuing as a wholly-owned subsidiary of ours. Subsequent to the closing of
the Merger and at the effective time of the Merger, each share of common stock
of Spirit, par value $0.0001 per share, issued and outstanding (other than
shares owned by us, Spirit, or their respective subsidiaries immediately prior
to the effective time) will be converted into the right to receive 1.9126 shares
of our common stock, par value $0.001 per share, and $2.13 per share in cash,
without interest. Based on the number of outstanding shares as of the close of
business on April 29, 2022, as disclosed in Spirit's Quarterly Report on Form
10-Q for the quarter ended March 31, 2022, filed with the SEC on May 4, 2022,
our cash requirement will be approximately $231 million in the aggregate,
payable at the closing of the Merger.

We continue to monitor our covenant compliance with various parties, including,
but not limited to, our lenders and credit card processors. As of March 31,
2022, we are in compliance with all of our covenants, except we have obtained a
waiver of relief for the covenant provisions through the second quarter of 2022
related to one of our credit card processors that represents less than 10% of
total revenues, which may require future waivers or an amendment to existing
covenants to reflect the downturn due to the COVID-19 pandemic.

The following table presents the major indicators of our financial condition and
liquidity.
                                                             March 31, 2022           December 31, 2021

                                                                 (in millions, except percentages)
Cash and cash equivalents                                  $            727          $           918
Total current assets, excluding cash and cash equivalents  $            149          $           119
Total current liabilities, excluding current maturities of $            857          $           755
long-term debt and operating leases
Current maturities of long-term debt, net                  $            145          $           127
Long-term debt, net                                        $            207          $           287
Stockholders' equity                                       $            409          $           530
Debt to capital ratio                                                    46  %                    44    %
Debt to capital ratio, including operating lease
obligations                                                              87  %                    84    %


Use of cash and future obligations

Our cash requirements, and ability to generate the cash flow, have been and
continue to be, adversely impacted by the COVID-19 pandemic. However, we expect
to meet our cash requirements for the next twelve months through use of our
available cash and cash equivalents and cash flows from operating activities. We
expect to meet our long-term cash requirements, which includes the potential
merger with Spirit, with cash flows from operating and financing activities,
including, but not limited to, potential future borrowings on our credit
facility and/or potential issuance of debt or equity. Our primary uses of cash
are for working capital, aircraft pre-delivery payments, debt repayments,
capital expenditures and maintenance reserve deposits.

Our single largest capital commitment relates to the acquisition of aircraft. As
of March 31, 2022, we operated all of our 112 aircraft under operating leases.
PDPs relating to future deliveries under our agreement with Airbus are required
at various times prior to each aircraft's delivery date. As of March 31, 2022,
we had $285 million of PDPs held by Airbus which have been partially financed by
our PDP Financing Facility. As of March 31, 2022 our PDP Financing Facility had
$200 million outstanding which was drawn to capacity. As of March 31, 2022, we
had an

                                       37
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obligation to purchase 232 A320neo family aircraft to be delivered by 2029, five
of which had committed operating leases for 2022 deliveries. We are evaluating
financing options for the remaining aircraft.

Additionally, we are required by some of our aircraft leases to pay maintenance
reserves to our respective aircraft lessors in advance of our performance of
major maintenance activities; these payments act as collateral for the lessors
to ensure aircraft are returned in the agreed-upon condition at the end of the
lease period. Qualifying payments that are expected to be recovered from lessors
are recorded as aircraft maintenance deposits on our condensed consolidated
balance sheets. 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. During each of the three months ended March 31, 2022 and 2021,
we made $4 million in maintenance deposit payments to our lessors. As of
March 31, 2022, we had $114 million in recoverable aircraft maintenance deposits
on our condensed consolidated balance sheets, of which $12 million was included
in accounts receivable because the eligible maintenance had been performed.

The following table summarizes the significant current and long-term cash requirements at March 31, 2022that we expect to fund primarily with cash flow from operations (in millions):

Material cash needs

                            Remainder of
                                2022               2023             2024             2025             2026            Thereafter            Total
Long-term debt(a)          $       114          $    97          $     6   

$-$- $138 $355
Interest commitments(b)

              6                4                2                2                3                    8                25
Operating lease
obligations                        345              442              425              403              339                  963             2,917
Flight equipment purchase
obligations                        681            1,215            1,450            1,755            2,346                6,218            13,665
Maintenance deposit
obligations(c)                       2                3                3                3                4                    9                24
Total                      $     1,148          $ 1,761          $ 1,886          $ 2,163          $ 2,692          $     7,336          $ 16,986


__________________
(a)Includes principal only associated with our PDP Financing Facility due
through 2024, our floating rate building note through 2023, our affinity card
unsecured debt due through 2029, and the PSP Promissory Notes through 2031. See
"Notes to Condensed Consolidated Financial Statements - 7. Debt".

(b)Represents interest on long-term debt.

(c) Represents fixed maintenance reserve payments for aircraft, including estimated amounts for contractual price increases.

Please refer to the “Notes to the condensed consolidated financial statements – 10. Commitments and contingencies” for more details on our commitments.

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Cash flow

The following table presents information regarding our cash flows during the three months ended March 31, 2022 and 2021:

                                                                Three Months Ended March 31,
                                                                 2022                    2021

                                                                        (in millions)
Net cash provided by (used in) operating activities       $           (87)         $          30
Net cash provided by (used in) investing activities                   (33)                     7
Net cash provided by (used in) financing activities                   (71)                    14

Net increase (decrease) in cash, cash equivalents and restricted cash

                                                      (191)                    51

Cash, cash equivalents and restricted cash at the beginning of the period

                                                             918                    378
Cash, cash equivalents and restricted cash at end of
period                                                    $           727          $         429


Operating Activities

During the three months ended March 31, 2022, net cash used in operating
activities totaled $87 million, which was driven by a $121 million net loss and
non-cash adjustments totaling $24 million, partly offset by inflows from changes
in operating assets and liabilities of $58 million.

the $58 million flows related to changes in operating assets and liabilities include:

•$90 million in increases in our air traffic liability as a result of increased
bookings;
•$6 million in increases in other liabilities driven by growth in the business,
reflected primarily through increases in our passenger tax accounts of $15
million, aircraft maintenance of $14 million and accrued fuel of $10 million,
partially offset by a $26 million payment to FAPAInvest, LLC for their phantom
equity units; and
•$5 million in increases in accounts payable; partly offset by
•increases in other long-term assets of $17 million driven by increases in
deferred taxes and prepaid maintenance; increases in supplies and other current
assets of $13 million driven by growth in the business including increased fuel
balances; increase in accounts receivable of $9 million driven by increases in
bookings; and a $4 million increase in aircraft maintenance deposits.

Our net loss of $121 million has also been adjusted by the following non-cash items to arrive at cash flows used in operating activities:

•$40 million in deferred tax benefits; and
•$7 million in gains recognized on sale-leaseback transactions; partially offset
by
•$13 million in depreciation and amortization;
•$7 million in losses from the extinguishment of debt; and
•$3 million in stock-based compensation expense.

During the three months ended March 31, 2021, net cash provided by operating
activities totaled $30 million, which was driven by cash inflows from changes in
operating assets and liabilities of $127 million, partly offset by a $91 million
net loss resulting from the significant impact of COVID-19 pandemic on our
operations and $6 million in non-cash adjustments.

the $127 million flows related to changes in operating assets and liabilities include:

• $95 million in increases in our air traffic liability due to increased demand; and

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• $71 million of increases in other liabilities as our operating expenses increased in the first quarter of 2021 in line with increased demand, capacity and departures; partially offset by •an increase in accounts receivable, primarily due to an increase in credit card accounts receivable and an increase in our supplies and other current asset balances.

Our net loss of $91 million has also been adjusted for the following non-cash items to arrive at cash flow from operating activities:

•$22 million in deferred tax benefits; and
•$15 million in gains recognized on sale-leaseback transactions; partially
offset by
•$20 million in unrealized losses on the mark to market adjustments for our
warrant liability with the Treasury;
•$8 million in depreciation and amortization; and
•$3 million in stock-based compensation expense.

In response to the COVID-19 pandemic, beginning in 2020, we were granted payment
deferrals on leases included in our right-of-use assets for certain aircraft and
engines from lessors along with airport facilities and other vendors that are
not included in our right-of-use assets. As these deferred payments are made, we
will recognize the deferred payments in aircraft rent or station operations, as
applicable, in the condensed consolidated statements of operations. There were
no deferrals or payments, and therefore no impact to aircraft rent or station
operations within the condensed consolidated statements of operations for the
three months ended March 31, 2022. The deferrals for three months ended
March 31, 2021 decreased operating cash flows and unfavorably impacted our
results of operations by $11 million, including a $19 million unfavorable impact
to aircraft rent and an $8 million favorable impact to station operations. As of
March 31, 2022, we had paid back all of our aircraft rent deferrals, and had
$11 million in station deferrals which will be recognized to station operations
within the condensed consolidated statements of operations in future periods as
the deferrals are repaid.

As of March 31, 2022, we did not have any other off-balance sheet arrangements,
as defined in Regulation S-K, that have or are reasonably likely to have a
current or future effect on our results of operations, financial condition or
cash flows.

Investing Activities

In the three months ended March 31, 2022net cash used in investing activities totaled $33 millionGuided by:

•$25 million in net payments for pre-delivery deposits; •7 million dollars of cash outflows for capital expenditures; and •$1 million of cash outflows from other investing activities.

In the three months ended March 31, 2021net cash generated by investing activities amounted to $7 millionGuided by:

•$12 million in net repayments from pre-delivery deposits; partially offset by $3 million of cash outflows for capital expenditures; and •$2 million of cash outflows from other investing activities.

Fundraising activities

In the three months ended March 31, 2022the net cash allocated to financing activities was $71 millionGuided by:

•$165 million in cash outflows from principal repayments on long-term debt,
which includes the paydown of the $150 million Treasury Loan and $15 million in
PDP Financing Facility payments; and
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•$3 million in cash outflows for payments related to minimum tax withholdings of
share-based awards; partially offset by
•$97 million in cash proceeds from debt issuances, made up of a $56 million draw
on our Barclays facility and $41 million in draws on our PDP Financing Facility.

In the three months ended March 31, 2021net cash provided by financing activities was $14 millionGuided by:

•$26 million in cash proceeds from debt issuances, made up of $14 million in
draws on our PDP Financing Facility and $12 million in borrowings related to the
PSP2 Promissory Note; and
•$13 million cash inflows from sale-leaseback transactions related to A320
family aircraft delivered during the three months ended March 31, 2021;
partially offset by
•$22 million in cash outflows from principal repayments on long-term debt, which
includes $22 million in PDP Financing Facility payments; and
•$3 million in cash outflows for payments related to minimum tax withholdings of
share-based awards.

Significant Accounting Policies and Estimates

For more information about our critical accounting policies and estimates, see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” section contained in our 2021 Annual Report.

Recently Adopted Accounting Pronouncements

See “Notes to the condensed consolidated financial statements -1. Summary of Significant Accounting Policies” included in Part II, Point 8 of our 2021 Annual Report for a discussion of recent accounting pronouncements.

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                           GLOSSARY OF AIRLINE TERMS

Below is a glossary of industry terms:

“A320 Family” means, collectively, the Airbus series of single-aisle aircraft, including the A319ceo, A320ceo, A320neo, A321ceo and A321neo aircraft.

“A320neo Family” means, collectively, the series of Airbus single-aisle aircraft equipped with the new engine option, including the A320neo and A321neo aircraft.

"Adjusted CASM" means operating expenses, excluding special items, divided by
ASMs. For a discussion of such special items and a reconciliation of CASM to
Adjusted CASM (excluding fuel) and Adjusted CASM including net interest, please
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Results of Operations."

"Adjusted CASM including net interest" or "Adjusted CASM + net interest" means
the sum of Adjusted CASM and Net interest expense (income) excluding special
items divided by ASMs. For a discussion of such special items and a
reconciliation of CASM to Adjusted CASM (excluding fuel) and Adjusted CASM
including net interest, please see "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Results of Operations."

"Adjusted CASM (excluding fuel)" means operating expenses less aircraft fuel
expense, excluding special items, divided by ASMs. For a discussion of such
special items and a reconciliation of CASM to Adjusted CASM (excluding fuel) and
Adjusted CASM including net interest, please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Results of
Operations."

“Air Traffic Liability” or “ATL” means the value of tickets and other related charges sold prior to travel.

“Ancillary revenue” means the sum of non-fare passenger revenue and other revenue.

“Available Seat Miles” or “ASM” means the number of seats available to passengers multiplied by the number of miles flown by the seats.

“Average Aircraft In Service” means the average number of aircraft used in flight operations, as calculated on a daily basis.

“Average daily aircraft utilization” means block hours divided by the number of days in the period divided by the average number of aircraft.

“Average Leg Length” means the average number of statute miles flown per flight segment.

"Block hours" means the number of hours during which the aircraft is in revenue
service, measured from the time of gate departure before take-off until the time
of gate arrival at the destination.

“CASM” or “unit costs” means operating expenses divided by ASMs.

“CASM, including net interest” means the sum of CASM and net interest expense (income) divided by ASM.

“DOT” means the United States Department of Transportation.

“EPA” means the United States Environmental Protection Agency.

“FAA” means the United States Federal Aviation Administration.

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"Fare revenue" consists of base fares for air travel, including mileage credits
redeemed under our frequent flyer program, unused and expired passenger credits,
other redeemed or expired travel credits and revenue derived from charter
flights.

“Fare revenue per passenger” means fare revenue divided by passengers.

“FTE” means full-time equivalent employee.

"GDS" means a Global Distribution System such as Amadeus, Sabre and Travelport,
used by travel agencies and corporations to purchase tickets on participating
airlines.

"LCC" means low-cost carrier.

“Load Factor” means the percentage of seat miles actually occupied on a flight (RPM divided by ASM).

“Net interest expense (income)” means interest expense, capitalized interest, interest income and other.

“NMB” means the National Mediation Council.

“Passenger non-fare revenue” includes charges for certain ancillary items such as baggage, service charges, seat selection and other passenger-related revenue that are not included in the base travel fares. .

“Non-fare revenue per passenger” means non-fare revenue divided by passengers.

"Other revenue" consists primarily of services not directly related to providing
transportation, such as the advertising, marketing and brand elements of the
Frontier Miles affinity credit card program and commissions revenue from the
sale of items such as rental cars and hotels.

“Other revenue per passenger” means other revenue divided by passengers.

“Passengers” means the total number of passengers carried on all flight segments.

“Passenger revenue” includes fare revenue and non-fare passenger revenue.

“PDP” means Pre-Delivery Deposit Payments, which are payments required by aircraft manufacturers prior to delivery of the aircraft.

“RASM” or “unit revenue” means total revenue divided by ASM.

“Revenue Passenger Miles” or “RPM” refers to the number of miles flown by passengers.

“RLA” means the United States Railroad Labor Act.

“Total Revenue Per Passenger” means the sum of fare revenue, non-fare passenger revenue and other revenue (collectively, “Total Revenue”) divided by passengers.

“Treasury” means the United States Treasury Department

“TSA” means the United States Transportation Security Administration.

“ULCC” stands for Ultra Low-Cost Carrier.

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