XML 41 R26.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Aircraft-Related Commitments and Financing Arrangements
The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. As of December 31, 2022, the Company's firm aircraft orders consisted of 109 A320 family aircraft with Airbus, including A319neos, A320neos and A321neos, with deliveries expected through 2027. As of December 31, 2022, the Company had secured financing for 11 aircraft, scheduled for delivery from Airbus through 2024,
which will be financed through sale leaseback transactions. The Company did not have financing commitments in place for the remaining 98 Airbus aircraft currently on firm order, which are scheduled for delivery through 2027. However, the Company has signed a financing letter of agreement with Airbus which provides backstop financing for a majority of the aircraft included in the A320 NEO Family Purchase Agreement. The agreement provides a standby credit facility in the form of senior secured mortgage debt financing. The contractual purchase amounts for these aircraft are included within the purchase commitments below.
During the third quarter of 2021, the Company entered into an Engine Purchase Support Agreement which requires the Company to purchase a certain number of spare engines in order to maintain a contractual ratio of spare engines to aircraft in the fleet. As of December 31, 2022, the Company is committed to purchase 19 PW1100G-JM spare engines, with deliveries through 2027.
As of December 31, 2022, committed expenditures for these aircraft and spare engines, including estimated amounts for contractual price escalations and pre-delivery payments, are expected to be $684.3 million in 2023, $1,375.4 million in 2024, $1,226.7 million in 2025, $1,424.4 million in 2026, $884.1 million in 2027, and none in 2028 and beyond.
During the third quarter of 2019, the United States announced its decision to levy tariffs on certain imports from the European Union, including commercial aircraft and related parts. These tariffs include aircraft and other parts that the Company is already contractually obligated to purchase including those reflected above. In June 2021, the United States Trade Representative announced that the United States and European Union had agreed to suspend reciprocal tariffs on large civilian aircraft for five years, pending discussions to resolve their trade dispute. For further discussion on this topic, please refer to "Risk Factors - Risks Related to Our Business - Any tariffs imposed on commercial aircraft and related parts imported from outside the United States may have a material adverse effect on our fleet, business, financial condition and our results of operations."
In addition to the aircraft purchase agreement, as of December 31, 2022, the Company had secured financing for 35 aircraft to be leased directly from third-party lessors, scheduled for delivery through 2024. As of December 31, 2022, aircraft rent commitments for future aircraft deliveries to be financed under direct leases from third-party lessors and sale leaseback transactions are expected to be approximately $54.8 million in 2023, $181.2 million in 2024, $214.0 million in 2025, $214.0 million in 2026, $214.0 million in 2027, and $1,690.0 million in 2028 and beyond.
Interest commitments related to the secured debt financing of 73 delivered aircraft as of December 31, 2022 are $64.6 million in 2023, $53.3 million in 2024, $45.8 million in 2025, $38.3 million in 2026, $30.1 million in 2027, and $60.2 million in 2028 and beyond. As of December 31, 2022, interest commitments related to the Company's 8.00% senior secured notes, convertible debt financing, unsecured term loans and revolving credit facility are $93.1 million in 2023, $96.4 million in 2024, $89.4 million in 2025, $5.9 million in 2026, $3.4 million in 2027, and $10.5 million in 2028 and beyond. For principal commitments related to the Company's outstanding debt obligations, refer to Note 12, Debt and Other Obligations.
The Company is contractually obligated to pay the following minimum guaranteed payments for its reservation system, construction commitments related to its new headquarters campus and residential building and other miscellaneous subscriptions and services as of December 31, 2022: $57.2 million in 2023, $18.9 million in 2024, $18.0 million in 2025, $16.3 million in 2026, $16.3 million in 2027, and $1.2 million in 2028 and beyond. During the first quarter of 2018, the Company entered into a contract renewal with its reservation system provider which expires in 2028.
Litigation
The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations. In making a determination regarding accruals, using available information, the Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings and assessments to which the Company is a party and records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of the Company's defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company's current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to the Company's consolidated results of operations, liquidity, or financial condition.
In 2017, the Company was sued in the Eastern District of New York in a purported class action, Cox, et al. v. Spirit Airlines, Inc., alleging state-law claims of breach of contract, unjust enrichment and fraud relating to the Company's practice of charging fees for ancillary products and services. The original action was dismissed by the District Court; however, following the plaintiff’s appeal to the Second Circuit, the case was remanded to the District Court for further review on the breach of contract claim. A hearing on the Company's Motion for Summary Judgment and plaintiff’s Motion for Class Certification was held on December 10, 2021. The Court granted the plaintiff’s class certification motion on March 29, 2022. The Company subsequently filed a motion for reconsideration on April 26, 2022 and an oral argument was held on May 19, 2022. The Company intends to vigorously defend against this lawsuit. As of December 31, 2022, the potential outcomes of these claims cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made.
Following an audit by the Internal Revenue Service ("IRS") related to the collection of federal excise taxes on optional passenger seat selection charges covering the period of the second quarter 2018 through the fourth quarter 2020, on March 31, 2022, the Company was assessed $34.9 million. On July 19, 2022, the assessment was reduced to $27.5 million. The Company believes a loss in this matter is not probable and has not recognized a loss contingency.
Employees

The Company has five union-represented employee groups that together represent approximately 81% of all employees at December 31, 2022. The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of December 31, 2022. 

Employee Groups  Representative  
Amendable Date (1)
Percentage of Workforce
Pilots  Air Line Pilots Association, International (ALPA)  January 202527%
Flight Attendants  Association of Flight Attendants (AFA-CWA)  September 202148%
Dispatchers  Professional Airline Flight Control Association (PAFCA)  October 20231%
Ramp Service AgentsInternational Association of Machinists and Aerospace Workers (IAMAW)November 20263%
Passenger Service AgentsTransport Workers Union of America (TWU)February 20272%
Aircraft Maintenance Technicians
Aircraft Mechanics Fraternal Association (AMFA) (2)
N/A (2)
N/A (2)

(1) Subject to standard early opener provisions.
(2) Collective bargaining agreement is currently under negotiation.
During the fourth quarter of 2022, the Company reached an agreement with ALPA for a new two-year agreement, which was ratified by ALPA members on January 10, 2023.
The Company's passenger service agents are represented by the TWU, but the representation applies only to the Company's Fort Lauderdale station where the Company has direct employees in the passenger service classification. The Company and the TWU began meeting in late October 2018 to negotiate an initial collective bargaining agreement. During February 2022, the Company reached a tentative agreement with the TWU. The Company's passenger service agents ratified the five-year agreement on February 21, 2022.
In February 2021, the Company entered into a Letter of Agreement with the AFA-CWA to change the amendable date of the collective bargaining agreement from May 4, 2021 to September 1, 2021. All other terms of the collective bargaining agreement remained the same. In June 2021, the AFA-CWA notified the Company, as required by the Railway Labor Act, that it intended to submit proposed changes to the collective bargaining agreement covering the Company’s flight attendants. The Company and the AFA-CWA commenced the negotiations sessions on September 27, 2021. As of December 31, 2022, the Company continued to negotiate with the AFA-CWA.
In August 2022, the Company's aircraft maintenance technicians ("AMTs") voted to be represented by the Aircraft Mechanics Fraternal Association ("AMFA") as their collective bargaining agent. In November 2022, AMFA notified the Company of its intent to negotiate a CBA and began negotiations. As of December 31, 2022, the Company continued to negotiate with AMFA. As of December 31, 2022, the Company had approximately 600 AMTs.
The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $11.0 million and $9.1
million, for health care claims as of December 31, 2022, and 2021, respectively, recorded within other current liabilities on the Company's consolidated balance sheet.