Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40304 | |
Entity Registrant Name | Frontier Group Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3681866 | |
Entity Address, Address Line One | 4545 Airport Way | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80239 | |
City Area Code | 720 | |
Local Phone Number | 374-4490 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ULCC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 220,679,262 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001670076 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 780 | $ 761 |
Accounts receivable, net | 91 | 90 |
Supplies, net | 60 | 55 |
Other current assets | 78 | 114 |
Total current assets | 1,009 | 1,020 |
Property and equipment, net | 260 | 226 |
Operating lease right-of-use assets | 2,638 | 2,484 |
Pre-delivery deposits for flight equipment | 380 | 371 |
Aircraft maintenance deposits | 85 | 105 |
Intangible assets, net | 28 | 28 |
Other assets | 308 | 265 |
Total assets | 4,708 | 4,499 |
Liabilities and stockholders’ equity | ||
Accounts payable | 91 | 89 |
Air traffic liability | 353 | 313 |
Frequent flyer liability | 11 | 13 |
Current maturities of long-term debt, net | 237 | 157 |
Current maturities of operating leases | 497 | 465 |
Other current liabilities | 456 | 518 |
Total current liabilities | 1,645 | 1,555 |
Long-term debt, net | 193 | 272 |
Long-term operating leases | 2,157 | 2,034 |
Long-term frequent flyer liability | 32 | 32 |
Other long-term liabilities | 115 | 97 |
Total liabilities | 4,142 | 3,990 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.001 par value per share, with 220,677,393 and 217,875,890 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 396 | 393 |
Retained earnings | 180 | 122 |
Accumulated other comprehensive income (loss) | (10) | (6) |
Total stockholders’ equity | 566 | 509 |
Total liabilities and stockholders’ equity | $ 4,708 | $ 4,499 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, stated par (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 220,677,393 | 217,875,890 |
Common stock outstanding (in shares) | 220,677,393 | 217,875,890 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating revenues: | ||||
Total operating revenues | $ 967 | $ 909 | $ 1,815 | $ 1,514 |
Operating expenses: | ||||
Aircraft fuel | 244 | 335 | 536 | 550 |
Salaries, wages and benefits | 211 | 174 | 414 | 346 |
Aircraft rent | 148 | 133 | 279 | 261 |
Station operations | 124 | 120 | 248 | 225 |
Sales and marketing | 44 | 46 | 84 | 78 |
Maintenance, materials and repairs | 52 | 31 | 97 | 65 |
Depreciation and amortization | 12 | 15 | 23 | 28 |
Transaction and merger-related costs | 0 | 9 | 1 | 20 |
Other operating | 53 | 39 | 79 | 87 |
Total operating expenses | 888 | 902 | 1,761 | 1,660 |
Operating income (loss) | 79 | 7 | 54 | (146) |
Other income (expense): | ||||
Interest expense | (7) | (3) | (13) | (12) |
Capitalized interest | 6 | 2 | 12 | 3 |
Interest income and other | 10 | 2 | 18 | 2 |
Total other income (expense) | 9 | 1 | 17 | (7) |
Income (loss) before income taxes | 88 | 8 | 71 | (153) |
Income tax expense (benefit) | 17 | (5) | 13 | (45) |
Net income (loss) | $ 71 | $ 13 | $ 58 | $ (108) |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.32 | $ 0.06 | $ 0.26 | $ (0.49) |
Diluted (in dollars per share) | $ 0.31 | $ 0.06 | $ 0.26 | $ (0.49) |
Passenger | ||||
Operating revenues: | ||||
Total operating revenues | $ 945 | $ 890 | $ 1,775 | $ 1,478 |
Other | ||||
Operating revenues: | ||||
Total operating revenues | $ 22 | $ 19 | $ 40 | $ 36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 71 | $ 13 | $ 58 | $ (108) |
Other comprehensive loss | ||||
Unrealized gains (losses) and amortization from cash flow hedges, net of deferred tax benefit/(expense) of $(1) and $1, respectively, for the three and six months ended June 30, 2023 and less than $1 for each of the three and six months ended June 30, 2022. (Note 4) | 3 | 0 | (4) | 0 |
Other comprehensive income (loss) | 3 | 0 | (4) | 0 |
Comprehensive income (loss) | $ 74 | $ 13 | $ 54 | $ (108) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized losses from cash flow hedges net of adjustment for de-designation of fuel hedges, tax benefit/(expense) | $ 1 | $ 1 | $ (1) | $ 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 58 | $ (108) |
Deferred income taxes | 13 | (45) |
Depreciation and amortization | 23 | 28 |
Gains recognized on sale-leaseback transactions | (57) | (28) |
Loss on extinguishment of debt | 0 | 7 |
Stock-based compensation | 7 | 7 |
Amortization of cash flow hedges, net of tax | 1 | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 28 | (6) |
Supplies and other current assets | 9 | (34) |
Aircraft maintenance deposits | (9) | (10) |
Other long-term assets | (93) | (42) |
Accounts payable | 6 | 8 |
Air traffic liability | 40 | 99 |
Other liabilities | (60) | 56 |
Cash provided by (used in) operating activities | (34) | (67) |
Cash flows from investing activities: | ||
Capital expenditures | (23) | (14) |
Pre-delivery deposits for flight equipment, net of refunds | (9) | (41) |
Other | (1) | (2) |
Cash provided by (used in) investing activities | (33) | (57) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 52 | 141 |
Principal repayments on debt | (51) | (189) |
Proceeds from sale-leaseback transactions | 89 | 23 |
Proceeds from the exercise of stock options | 1 | 0 |
Minimum tax withholdings on share-based awards | (5) | (3) |
Cash provided by (used in) financing activities | 86 | (28) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 19 | (152) |
Cash, cash equivalents and restricted cash, beginning of period | 761 | 918 |
Cash, cash equivalents and restricted cash, end of period | $ 780 | $ 766 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Millions | Total | Common Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 217,065,096 | ||||
Beginning balance at Dec. 31, 2021 | $ 530 | $ 0 | $ 381 | $ 159 | $ (10) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (121) | (121) | |||
Shares issued in connection with vesting of restricted stock units (in shares) | 676,146 | ||||
Shares withheld to cover employee taxes on vested restricted stock units (in shares) | (275,822) | ||||
Shares withheld to cover employee taxes on vested restricted stock units | (3) | (3) | |||
Stock option exercises (in shares) | 34,461 | ||||
Stock-based compensation | 3 | 3 | |||
Ending balance (in shares) at Mar. 31, 2022 | 217,499,881 | ||||
Ending balance at Mar. 31, 2022 | 409 | $ 0 | 381 | 38 | (10) |
Beginning balance (in shares) at Dec. 31, 2021 | 217,065,096 | ||||
Beginning balance at Dec. 31, 2021 | 530 | $ 0 | 381 | 159 | (10) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (108) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 217,675,437 | ||||
Ending balance at Jun. 30, 2022 | 426 | $ 0 | 385 | 51 | (10) |
Beginning balance (in shares) at Mar. 31, 2022 | 217,499,881 | ||||
Beginning balance at Mar. 31, 2022 | 409 | $ 0 | 381 | 38 | (10) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 13 | 13 | |||
Shares issued in connection with vesting of restricted stock units (in shares) | 96,078 | ||||
Shares withheld to cover employee taxes on vested restricted stock units (in shares) | (10,472) | ||||
Amortization of swaption cash flow hedges, net of tax | 1 | 1 | |||
Unrealized gain from cash flows hedges, net of tax | (1) | (1) | |||
Stock option exercises (in shares) | 89,950 | ||||
Stock-based compensation | 4 | 4 | |||
Ending balance (in shares) at Jun. 30, 2022 | 217,675,437 | ||||
Ending balance at Jun. 30, 2022 | $ 426 | $ 0 | 385 | 51 | (10) |
Beginning balance (in shares) at Dec. 31, 2022 | 217,875,890 | 217,875,890 | |||
Beginning balance at Dec. 31, 2022 | $ 509 | $ 0 | 393 | 122 | (6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (13) | (13) | |||
Shares issued in connection with vesting of restricted stock units (in shares) | 976,916 | ||||
Shares withheld to cover employee taxes on vested restricted stock units (in shares) | (402,814) | ||||
Shares withheld to cover employee taxes on vested restricted stock units | (5) | (5) | |||
Unrealized gain from cash flows hedges, net of tax | (7) | (7) | |||
Stock option exercises (in shares) | 53,862 | ||||
Stock-based compensation | 4 | 4 | |||
Ending balance (in shares) at Mar. 31, 2023 | 218,503,854 | ||||
Ending balance at Mar. 31, 2023 | $ 488 | $ 0 | 392 | 109 | (13) |
Beginning balance (in shares) at Dec. 31, 2022 | 217,875,890 | 217,875,890 | |||
Beginning balance at Dec. 31, 2022 | $ 509 | $ 0 | 393 | 122 | (6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 58 | ||||
Stock option exercises (in shares) | 2,057,123 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 220,677,393 | 220,677,393 | |||
Ending balance at Jun. 30, 2023 | $ 566 | $ 0 | 396 | 180 | (10) |
Beginning balance (in shares) at Mar. 31, 2023 | 218,503,854 | ||||
Beginning balance at Mar. 31, 2023 | 488 | $ 0 | 392 | 109 | (13) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 71 | 71 | |||
Shares issued in connection with vesting of restricted stock units (in shares) | 185,358 | ||||
Shares withheld to cover employee taxes on vested restricted stock units (in shares) | (15,080) | ||||
Amortization of swaption cash flow hedges, net of tax | 1 | 1 | |||
Unrealized gain from cash flows hedges, net of tax | 2 | 2 | |||
Stock option exercises (in shares) | 2,003,261 | ||||
Stock option exercises | 1 | 1 | |||
Stock-based compensation | $ 3 | 3 | |||
Ending balance (in shares) at Jun. 30, 2023 | 220,677,393 | 220,677,393 | |||
Ending balance at Jun. 30, 2023 | $ 566 | $ 0 | $ 396 | $ 180 | $ (10) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Frontier Group Holdings, Inc. (“FGHI” or the “Company”) and its wholly-owned direct and indirect subsidiaries, including Frontier Airlines Holdings, Inc. (“FAH”) and Frontier Airlines, Inc. (“Frontier”). All wholly-owned subsidiaries are consolidated, with all intercompany transactions and balances being eliminated. The Company is an ultra low-cost, low-fare airline headquartered in Denver, Colorado that offers flights throughout the United States and to select international destinations in the Americas, serving approximately 90 airports. The Company is managed as a single business unit that provides air transportation for passengers. Management has concluded there is only one reportable segment. The accompanying condensed consolidated financial statements include the accounts of the Company and reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 22, 2023 (the “2022 Annual Report”). The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year. The air transportation business is subject to significant seasonal fluctuations and is volatile and highly affected by economic cycles and trends. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue RecognitionAs of June 30, 2023 and December 31, 2022, the Company’s air traffic liability balance was $356 million and $328 million, respectively, which includes amounts classified in other long-term liabilities. During the six months ended June 30, 2023, 89% of the air traffic liability as of December 31, 2022 was recognized as passenger revenue within the Company’s condensed consolidated statements of operations. Of the air traffic liability balances as of June 30, 2023 and December 31, 2022, $72 million and $60 million, respectively, was related to unearned membership fees. During the three and six months ended June 30, 2023 and 2022, the Company recognized $10 million, $20 million, $23 million and $45 million, respectively, in passenger revenues within the Company’s condensed consolidated statements of operations, related to expected and actual expiration of customer rights to book future travel. Operating revenues are comprised of passenger revenues, which includes fare and non-fare passenger revenues, and other revenues. Disaggregated operating revenues are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Passenger revenues: Fare $ 361 $ 420 $ 664 $ 649 Non-fare passenger revenues: Service fees 245 201 462 363 Baggage 232 186 453 316 Seat selection 74 68 146 122 Other 33 15 50 28 Total non-fare passenger revenue 584 470 1,111 829 Total passenger revenues 945 890 1,775 1,478 Other revenues 22 19 40 36 Total operating revenues $ 967 $ 909 $ 1,815 $ 1,514 The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by principal geographic region, as defined by the U.S. Department of Transportation (the “DOT”), are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Domestic $ 877 $ 819 $ 1,658 $ 1,365 Latin America 90 90 157 149 Total operating revenues $ 967 $ 909 $ 1,815 $ 1,514 The Company attributes operating revenues by geographic region based upon the origin and destination of each passenger flight segment. The Company’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions. Frequent Flyer Program The Company’s Frontier Miles frequent flyer program provides frequent flyer travel awards to program members based on accumulated mileage credits. Mileage credits are generally accumulated as a result of travel, purchases using the co-branded credit card and purchases from other participating partners. The Company defers revenue for mileage credits earned by passengers under its Frontier Miles program based on the equivalent ticket value a passenger receives by redeeming mileage credits for a ticket rather than paying cash. The Company has a credit card affinity agreement with its credit card partner, Barclays Bank Delaware (“Barclays”), through 2029, which provides for joint marketing, grants certain benefits to co-branded credit cardholders (“Cardholders”) and allows Barclays to market using the Company’s customer database. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Supplier incentives $ 40 $ 55 Prepaid expenses 23 20 Derivative instruments 5 24 Income tax and other taxes receivable 5 8 Other 5 7 Total other current assets $ 78 $ 114 |
Financial Derivative Instrument
Financial Derivative Instruments and Risk Management | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivative Instruments and Risk Management | Financial Derivative Instruments and Risk Management The Company may be exposed to interest rate risk through aircraft and spare engine lease contracts for the time period between agreement of terms and commencement of the lease, when portions of rental payments can be adjusted and become fixed based on the swap rate. As part of its risk management program, the Company enters into contracts in order to limit the exposure to fluctuations in interest rates. During each of the three and six months ended June 30, 2023, the Company did not enter into any swaps and, therefore, paid no upfront premiums. During each of the three and six months ended June 30, 2022, the Company paid upfront premiums of $9 million for the option to enter into and exercise cash-settled swaps with a forward starting effective date for seven of the Company’s future aircraft deliveries. As of June 30, 2023, the Company had hedged the interest rate exposure on $295 million of total aircraft and spare engine rent for seven aircraft and two engines to be delivered by the end of 2023. Additionally, the Company is exposed to credit losses in the event of nonperformance by counterparties to its derivative instruments but does not presently expect that any of its counterparties will fail to meet their respective obligations. The amount of such credit exposure is generally the fair value of the Company’s outstanding contracts in a receivable position. To manage credit risks, the Company selects counterparties based on credit assessments and monitors the market position with each counterparty. The assets associated with the Company’s derivative instruments are presented on a gross basis and include upfront premiums paid. These assets are recorded as a component of other current assets on the Company’s condensed consolidated balance sheets. There were $5 million and $24 million of assets outstanding as of June 30, 2023 and December 31, 2022, respectively. The following table summarizes the effect of interest rate derivative instruments reflected in aircraft rent expense within the Company’s condensed consolidated statements of operations (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Derivatives designated as cash flow hedges Amortization of cash flow hedges, net of tax $ (1) $ (1) $ (1) $ (1) The following table summarizes the net of tax impact of the overall effectiveness of derivative instruments designated as cash flow hedging instruments within the Company’s condensed consolidated statements of comprehensive income (loss) (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Derivatives designated as cash flow hedges Amortization of cash flow hedges, net of tax $ 1 $ 1 $ 1 $ 1 Interest rate derivative contract gains (losses), net of tax 2 (1) (5) (1) Total $ 3 $ — $ (4) $ — As of June 30, 2023, $10 million of losses, net of tax, related to interest rate hedging instruments included in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Company’s condensed consolidated balance sheets, is expected to be reclassified into aircraft rent within the Company’s condensed consolidated statements of operations over the aircraft or engine lease term. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Passenger and other taxes and fees payable $ 128 $ 113 Salaries, wages and benefits 98 104 Aircraft maintenance 58 63 Station obligations 49 57 Fuel liabilities 33 34 Leased aircraft return costs 28 84 Other current liabilities 62 63 Total other current liabilities $ 456 $ 518 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt obligations are as follows (in millions): June 30, 2023 December 31, 2022 Secured debt: Pre-delivery credit facility (a) $ 270 $ 277 Floating rate building note (b) 17 17 Unsecured debt: Affinity card advance purchase of mileage credits (c) 80 71 PSP Promissory Notes (d) 66 66 Total debt 433 431 Less current maturities of long-term debt (237) (157) Less debt acquisition costs and other discounts, net (3) (2) Long-term debt, net $ 193 $ 272 __________________ (a) The Company, through an affiliate, entered into the pre-delivery payment (“PDP”) facility with Citibank, N.A., as facility agent, in December 2014 (as amended from time to time, the “PDP Financing Facility”). The PDP Financing Facility is primarily collateralized by the Company’s purchase agreement for Airbus A320 family aircraft deliveries (see Note 9) through the term of the facility, which extends through December 2025. As of June 30, 2023, the PDP Financing Facility allows for total commitments of up to $270 million. Interest is paid every 90 days based on the Secured Overnight Financing Rate ("SOFR") plus a margin for each individual tranche. The PDP Financing Facility consists of separate loans for each PDP aircraft. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus, (ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence, with the last scheduled delivery of aircraft expected to be in the fourth quarter of 2025. (b) Represents a note with a commercial bank related to the Company’s headquarters building. Under the terms of the note, the Company began repaying the outstanding principal balance with quarterly payments beginning in January 2022 and continuing until the maturity date in December 2023. On the maturity date, one final balloon payment will be made to cover all unpaid principal, accrued unpaid interest and other amounts due. The interest rate of one-month SOFR plus a margin is payable monthly. (c) The Company entered into an agreement with Barclays in 2003 which, as amended, provides for joint marketing, grants certain benefits to Cardholders and allows Barclays to market using the Company’s customer database, through 2029. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. In addition, Barclays will pre-purchase miles if the Company meets certain conditions precedent. The pre-purchased miles facility amount is to be reset on January 15 of each calendar year through, and including, January 15, 2028, based on the aggregate amount of fees payable by Barclays to the Company on a calendar year basis, up to an aggregate maximum facility amount of $200 million. The Company pays interest on a monthly basis, which is based on a one-month Effective Federal Funds Rate ("EFFR") plus a margin. Beginning March 31, 2028, the facility is scheduled to be repaid in 12 equal monthly installments. (d) As a result of the Company’s participation in the payroll support programs offered by the U.S. Department of the Treasury (the “Treasury”), the Company obtained a series of 10-year, low-interest loans from the Treasury (collectively, the “PSP Promissory Notes”) that are due between 2030 to 2031. The PSP Promissory Notes include an annual interest rate of 1.00% for the first five years and the SOFR plus 2.00% in the final five years, with bi-annual interest payments. The loans can be prepaid at par at any time without incurring a penalty. In connection with the term loan facility entered into with the Treasury on September 28, 2020 (the “Treasury Loan”), which was repaid in full on February 2, 2022, and the PSP Promissory Notes, the Company issued to the Treasury warrants to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. The Treasury has not exercised any warrants as of June 30, 2023. Cash payments for interest related to debt were $12 million and $5 million for the six months ended June 30, 2023 and 2022, respectively. The Company has caused standby letters of credit and surety bonds to be issued to various airport authorities and vendors that are collateralized by a portion of the Company’s property and equipment and, as of June 30, 2023 and December 31, 2022, the Company did not have any outstanding letters of credit that were drawn upon. As of June 30, 2023, future maturities of debt are payable as follows (in millions): June 30, 2023 Remainder of 2023 $ 102 2024 163 2025 22 2026 — 2027 — Thereafter 146 Total debt principal payments $ 433 The Company continues to monitor covenant compliance with various parties, including, but not limited to, its lenders and credit card processors, and as of June 30, 2023, the Company was in compliance with all of its covenants. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company leases property and equipment under operating leases. For leases with initial terms greater than 12 months, the related operating lease right-of-use asset and corresponding operating lease liability are recorded at the present value of lease payments over the term on the Company’s condensed consolidated balance sheets. Some leases include rental escalation clauses, renewal options, termination options and/or other items that cause variability that are factored into the determination of lease payments, when appropriate. The Company does not separate lease and non-lease components of contracts, except for certain flight training equipment, for which consideration is allocated between lease and non-lease components. Aircraft As of June 30, 2023, the Company leased 126 aircraft with remaining terms ranging from one month to 12 years, all of which are under operating leases and are included within operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. In addition, as of June 30, 2023, the Company leased 32 spare engines which are all under operating leases, with the remaining term ranging from one month to 12 years. As of June 30, 2023, the lease rates for 13 of the engines depend on usage-based metrics which are variable and, as such, these leases are not recorded on the Company’s condensed consolidated balance sheets as operating lease right-of-use assets or as operating lease liabilities. During the three and six months ended June 30, 2023 and 2022, the Company executed sale-leaseback transactions with third-party lessors for one, four, three and five new Airbus A320neo family aircraft, respectively, and also entered into direct leases for two and five new Airbus A320neo family aircraft during the three and six months ended June 30, 2023, respectively. The Company did not enter into any direct leases during the three and six months ended June 30, 2022. Additionally, the Company completed sale-leaseback transactions for one and two engines during the three and six months ended June 30, 2023, respectively, and two engines for each of the three and six months ended June 30, 2022. All of the leases from the sale-leaseback transactions are accounted for as operating leases. The Company recognized net sale-leaseback gains from those sale-leaseback transactions of $17 million, $57 million, $21 million and $28 million during the three and six months ended June 30, 2023 and 2022, respectively, which are included as a component of other operating expenses within the Company’s condensed consolidated statements of operations. Aircraft Rent Expense and Maintenance Obligations During the three and six months ended June 30, 2023 and 2022, aircraft rent expense was $148 million, $279 million, $133 million and $261 million respectively. Aircraft rent expense includes supplemental rent, which is made up of maintenance reserves paid or to be paid that are not probable of being reimbursed and probable lease return condition obligations. Supplemental rent expense (benefit) for maintenance-related reserves that were deemed non-recoverable, and any impact from changes in those estimates, was ($2 million) for each of the three and six months ended June 30, 2023 and ($1 million) for each of the three and six months ended June 30, 2022. The portion of supplemental rent expense related to probable lease return condition obligations was $22 million, $24 million, $18 million and $33 million for the three and six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company’s total leased aircraft return cost liability was $58 million and $102 million, respectively, which are reflected in other current liabilities and other long-term liabilities within the Company’s condensed consolidated balance sheets. Additionally, certain of the Company’s aircraft lease agreements require the Company to pay maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. As of June 30, 2023 and December 31, 2022, the Company had aircraft maintenance deposits that are expected to be recoverable of $109 million and $117 million, respectively, on the Company’s condensed consolidated balance sheets, of which $24 million and $12 million, respectively, are included in accounts receivable, net on the Company’s condensed consolidated balance sheets as the eligible maintenance has been performed. The remaining $85 million and $105 million are included within aircraft maintenance deposits on the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively. A majority of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles. Maintenance reserves collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft. As of June 30, 2023, fixed maintenance reserve payments for aircraft and spare engines, including estimated amounts for contractual price escalations, were expected to be $2 million for the remainder of 2023, $3 million per year for 2024 through 2026, $4 million for 2027 and $5 million thereafter, before consideration of reimbursements. During the six months ended June 30, 2023, the Company extended the term for certain aircraft operating leases that were slated to expire in the fourth quarter of 2023. For the six months ended June 30, 2023, the Company recorded an $18 million benefit to aircraft rent in the Company’s condensed consolidated statement of operations related to previously accrued lease return costs that were variable in nature and associated with the anticipated utilization and condition of the airframes and engines at original return date. Given the extension of these aircraft operating leases, such variable return costs are no longer probable of occurring. Airport Facilities The Company’s facility leases are primarily for space at approximately 90 airports that are primarily located in the United States. These leases are classified as operating leases and reflect the use of airport terminals, ticket counters, office space and maintenance facilities. Generally, this space is leased from government agencies that control the use of the airport. The majority of these leases are short-term in nature and renew on an evergreen basis. For these leases, the contractual term is used as the lease term. As of June 30, 2023, the remaining lease terms vary from one month to 12 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually, and because of the variable nature of the rates, these leases are not recorded on the Company’s condensed consolidated balance sheets as right-of-use assets and lease liabilities. Other Ground Property and Equipment The Company leases certain other assets such as flight training equipment, building space and various other equipment. Certain of the Company’s leases for other assets are deemed to contain fixed rental payments and, as such, are classified as operating leases and are recorded on the Company’s condensed consolidated balance sheets as a right-of-use asset and liability. The remaining lease terms ranged from one month to nine years as of June 30, 2023. Lease Costs The table below presents certain information related to lease costs for operating leases during the three and six months ended June 30, 2023 and 2022 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost (a) $ 131 $ 118 $ 258 $ 235 Variable lease cost (a) 70 64 144 119 Total lease costs $ 201 $ 182 $ 402 $ 354 ______________ (a) Expenses are included within aircraft rent, station operations, maintenance, materials and repairs and other operating within the Company’s condensed consolidated statements of operations. During the three and six months ended June 30, 2023 and 2022, the Company acquired, through new or modified operating leases, operating lease assets totaling $107 million, $338 million, $87 million and $148 million, respectively, which are included in operating lease right-of-use assets on the Company’s condensed consolidated balance sheets. During the three and six months ended June 30, 2023 and 2022, the Company paid cash of $130 million, $257 million, $119 million and $236 million, respectively, for amounts included in the measurement of lease liabilities. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three and six months ended June 30, 2023 and 2022, the Company recognized $3 million, $7 million, $4 million and $7 million, respectively, in stock-based compensation expense, which is included as a component of salaries, wages and benefits within the Company’s condensed consolidated statements of operations. Stock Options and Restricted Awards There were no stock options granted during the six months ended June 30, 2023. During the six months ended June 30, 2023, 2,057,123 vested stock options were exercised with a weighted-average exercise price of $0.32 per share. As of June 30, 2023, the weighted-average exercise price of outstanding options was $2.60 per share. During the six months ended June 30, 2023, 1,507,011 restricted stock units were issued with a weighted-average grant date fair value of $11.86 per share. During the six months ended June 30, 2023, 1,162,274 restricted stock units vested, of which 417,894 restricted stock units were withheld to cover employees’ tax withholding obligations, with a weighted-average grant date fair value of $11.88 and $12.32 per share, respectively. Phantom Equity Awards On December 3, 2013, to give effect to the reorganization of the Company’s corporate structure, an agreement was reached to amend and restate a phantom equity agreement with the Company’s pilots. Under the terms of this agreement, when an amendment to the underlying collective bargaining agreement was approved, the Company’s pilots employed in June 2011 (the “Participating Pilots”), through their agent, FAPAInvest, LLC, received phantom equity units. Each unit represented the right to receive common stock or cash in connection with certain events, including a qualifying initial public offering, such stock to be distributed or cash paid to the Participating Pilots in 2020 and 2022 based on a predetermined formula. In accordance with the amended and restated phantom equity agreement, the obligation became fixed as of December 31, 2019 and was no longer subject to valuation adjustments. As of December 31, 2021, the remaining liability was $26 million and presented within other current liabilities on the Company’s condensed consolidated balance sheet. During the six months ended June 30, 2022, the $26 million was fully paid. Stockholders’ Equity As of June 30, 2023 and December 31, 2022, the Company had authorized common stock (voting), common stock (non-voting) and preferred stock of 750,000,000, 150,000,000 and 10,000,000 shares, respectively, of which only common stock (voting) were issued and outstanding. All classes of equity have a par value of $0.001 per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Flight Equipment Commitments As of June 30, 2023, the Company’s firm aircraft and engine purchase orders consisted of the following: A320neo A321neo Total Aircraft (a) Engines Year Ending Remainder of 2023 — 7 7 2 2024 — 24 24 2 2025 17 24 41 4 2026 19 22 41 4 2027 21 21 42 3 Thereafter 10 52 62 2 Total 67 150 217 17 __________________ (a) While the schedule presented reflects the contractual delivery dates as of June 30, 2023, the Company has recently experienced modest delays in the deliveries of Airbus aircraft which may persist in future periods. The Company is party to certain aircraft purchase agreements with Airbus (as amended from time to time, the “Airbus Purchase Agreements”) pursuant to which, as of June 30, 2023, the Company had commitments to purchase an aggregate of 67 A320neo and 150 A321neo aircraft, with deliveries expected through 2029 per the latest delivery schedule. The Company has the option to convert 18 A320neo family aircraft to A321XLR family aircraft under certain terms and conditions. Since the option has not been exercised, this conversion right is not reflected in the table above. The Airbus Purchase Agreements also provide for, among other things, varying purchase incentives for each aircraft type (e.g., A320neo versus A321neo), which are allocated proportionally by aircraft type over the remaining aircraft to be delivered so that each aircraft’s capitalized cost upon induction would be equal. Therefore, as cash paid for deliveries is greater than the capitalized cost due to the allocation of these purchase incentives, a deferred purchase incentive is recognized within other assets on the Company’s condensed consolidated balance sheets, which will ultimately be offset by future deliveries of aircraft with lower cash payments than their associated capitalized cost. In April 2022, the Company’s agreement with Pratt & Whitney, the provider of engines for certain of the Company’s undelivered aircraft order book, was amended to include additional spare engine commitments and adjust the timing of remaining deliveries, which has been reflected in the table above. As of June 30, 2023, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, consisted of the following: (in millions) Total Remainder of 2023 $ 417 2024 1,448 2025 2,437 2026 2,357 2027 2,447 Thereafter 3,757 Total $ 12,863 As of June 30, 2023, the Company had signed lease agreements with two of its leasing partners to add ten additional A321neo aircraft through direct leases. Five of the aircraft have been delivered, with two such direct lease deliveries having occurred in the second quarter of 2023, and the remaining five continuing into the third quarter of 2023, based on the latest delivery schedule. None of these five undelivered aircraft are reflected in the table above given these are not purchase orders. Litigation and Other Contingencies 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 regularly evaluates the status of such matters to assess whether a loss is probable and reasonably estimable in determining whether an accrual is appropriate. Furthermore, in determining whether disclosure is appropriate, the Company evaluates each matter to assess if there is at least a reasonable possibility that a loss or additional losses may have been incurred and whether an estimate of possible loss or range of loss can be made. 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 condensed consolidated financial position, liquidity or results of operations and that the Company’s current accruals cover matters where loss is deemed probable and can be reasonably estimated. The ultimate outcome of legal actions is unpredictable and can be subject to significant uncertainties, and it is difficult to determine whether any loss is probable or even possible. Additionally, it is also difficult to estimate the amount of loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Thus, actual losses may be in excess of any recorded liability or the range of reasonably possible loss. Employees The Company has seven union-represented employee groups that together represented approximately 86% of all employees as of June 30, 2023. The table below sets forth the Company’s employee groups and status of the collective bargaining agreements as of June 30, 2023: Percentage of Workforce Employee Group Representative Amendable Date (a) June 30, 2023 Pilots Air Line Pilots Association (ALPA) January 2024 31% Flight Attendants Association of Flight Attendants (AFA-CWA) May 2024 49% Aircraft Technicians International Brotherhood of Teamsters (IBT) May 2025 4% Aircraft Appearance Agents IBT October 2023 1% Dispatchers Transport Workers Union (TWU) December 2021 (b) 1% Material Specialists IBT March 2022 (b) <1% Maintenance Controllers IBT October 2023 <1% __________________ (a) Subject to standard early opener provisions. (b) The Company’s collective bargaining agreements with its dispatchers and material specialists, represented by TWU and IBT, respectively, were still amendable as of June 30, 2023 and negotiations are ongoing; however, each agreement is operating under its current arrangement until an amendment has been reached. The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical and dental 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 had accrued $6 million and $5 million for health care claims estimated to be incurred but not yet paid, as of June 30, 2023 and December 31, 2022, respectively, which are included as a component of other current liabilities on the Company’s condensed consolidated balance sheets. General Indemnifications The Company has various leases with respect to real property as well as various agreements among airlines relating to fuel consortia or fuel farms at airports. Under some of these contracts, the Company is party to joint and several liability regarding environmental damages. Under others, where the Company is a member of an LLC or other entity that contracts directly with the airport operator, liabilities are borne through the fuel consortia structure. The Company’s aircraft, services, equipment lease and sale and financing agreements typically contain provisions requiring the Company, as the lessee, obligor or recipient of services, to indemnify the other parties to those agreements, including certain of those parties’ related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or such other equipment. The Company believes that its insurance would cover most of its exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft, services, equipment lease and sale and financing agreements described above. Certain of the Company’s aircraft and other financing transactions include provisions that require payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these financing transactions and other agreements, the Company also bears the risk of certain changes in tax laws that would subject payments to non-U.S. entities to withholding taxes. |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) per Share | Net Earnings (Loss) per Share Basic and diluted earnings (loss) per share are computed pursuant to the two-class method. Under the two-class method, the Company attributes net income to common stock and other participating rights (including those with vested share-based awards). Basic net earnings per share is calculated by taking net income, less earnings allocated to participating rights, divided by the basic weighted-average common stock outstanding. Net loss per share is calculated by taking net loss divided by basic weighted-average common stock outstanding as participating rights do not share in losses. In accordance with the two-class method, diluted net earnings per share is calculated using the more dilutive impact of the treasury-stock method or from reducing net income for the earnings allocated to participating rights. The following table sets forth the computation of net earnings (loss) per share on a basic and diluted basis pursuant to the two-class method for the periods indicated (in millions, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic: Net income (loss) $ 71 $ 13 $ 58 $ (108) Less: net income attributable to participating rights (2) — (2) — Net income (loss) attributable to common stockholders $ 69 $ 13 $ 56 $ (108) Weighted-average common shares outstanding, basic 219,402,647 217,602,480 218,792,850 217,438,904 Net earnings (loss) per share, basic $ 0.32 $ 0.06 $ 0.26 $ (0.49) Diluted: Net income (loss) $ 71 $ 13 $ 58 $ (108) Less: net income attributable to participating rights (2) — (2) — Net income (loss) attributable to common stockholders $ 69 $ 13 $ 56 $ (108) Weighted-average common shares outstanding, basic 219,402,647 217,602,480 218,792,850 217,438,904 Effect of dilutive potential common shares 1,023,012 1,334,065 1,430,423 — Weighted-average common shares outstanding, diluted 220,425,659 218,936,545 220,223,273 217,438,904 Net earnings (loss) per share, diluted $ 0.31 $ 0.06 $ 0.26 $ (0.49) Approximately 2,886,151 and 2,264,024 shares were excluded from the computation of diluted shares for the three and six months ended June 30, 2023, respectively, due to antidilutive effects. Approximately 2,284,417 shares were excluded from the computation of diluted shares for the three months ended June 30, 2022 due to antidilutive effects. Due to the net loss incurred during the six months ended June 30, 2022, diluted weighted-average shares outstanding are equal to basic weighted-average shares outstanding because the effect of all equity awards is anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Under ASC 820, Fair Value Measurements and Disclosures , disclosures relating to how fair value is determined for assets and liabilities are required, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash are comprised of liquid money market funds, time deposits and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash to secure medical claims paid. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of June 30, 2023 and December 31, 2022, the Company had less than $1 million of restricted cash. Interest Rate Derivative Contracts Interest rate derivative contracts are valued under an income approach based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets and, therefore, they are classified as Level 2 inputs. Given the swaptions will be cash-settled upon exercise and that the market value will be determined using overnight indexed swap (“OIS”) discounting, OIS discounting is applied to the income approach valuation. Debt The estimated fair value of the Company’s debt agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 debt. The carrying amounts and estimated fair values of the Company’s debt are as follows (in millions): June 30, 2023 December 31, 2022 Carrying Estimated Fair Value Carrying Value Estimated Fair Value Secured debt: PDP Financing Facility $ 270 $ 272 $ 277 $ 277 Floating rate building note 17 17 17 17 Unsecured debt: Affinity card advance purchase of mileage credits 80 77 71 66 PSP Promissory Notes 66 55 66 52 Total debt $ 433 $ 421 $ 431 $ 412 The tables below present disclosures about the fair value of assets and liabilities measured at fair value on a recurring basis on the Company’s condensed consolidated balance sheets (in millions): Fair Value Measurements as of June 30, 2023 Description Balance Sheet Classification Total Level 1 Level 2 Level 3 Cash and cash equivalents Cash and cash equivalents $ 780 $ 780 $ — $ — Interest rate derivative contracts Other current assets $ 5 $ — $ 5 $ — Fair Value Measurements as of December 31, 2022 Description Balance Sheet Classification Total Level 1 Level 2 Level 3 Cash and cash equivalents Cash and cash equivalents $ 761 $ 761 $ — $ — Interest rate derivative contracts Other current assets $ 24 $ — $ 24 $ — The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2022 and June 30, 2023. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Management Services Indigo Partners LLC (“Indigo Partners”) manages an investment fund that is the controlling stockholder of the Company. The Company is assessed a quarterly fee by Indigo Partners for management services. The Company recorded $1 million for each of the three and six months ended June 30, 2023 and 2022 for these fees, which are included as other operating expenses within the Company’s condensed consolidated statements of operations. Codeshare Arrangement The Company entered into a codeshare agreement with Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (an airline based in Mexico doing business as “Volaris”) during 2018, under which sales began in July 2018. Two of the Company’s directors are members of the board of directors of Volaris and one is an alternate director. As of June 30, 2023, Indigo Partners holds approximately 18% of the total outstanding common stock of Volaris. |
The Proposed Merger with Spirit
The Proposed Merger with Spirit Airlines, Inc. (“Spirit”) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
The Proposed Merger with Spirit Airlines, Inc. (“Spirit”) | The Proposed Merger with Spirit Airlines, Inc. (“Spirit”) On February 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Top Gun Acquisition Corp. (“Merger Sub”), a direct wholly-owned subsidiary of the Company, and Spirit. The Merger Agreement provided that, among other things, the Merger Sub would be merged with and into Spirit (the “Merger”), with Spirit surviving the Merger and continuing as a wholly-owned subsidiary of the Company. On July 27, 2022, the Company and Spirit mutually terminated the Merger Agreement. The Company recorded less than $1 million and $1 million in expenses related to the proposed Merger within transaction and merger-related costs in the Company’s condensed consolidated statement of operations, during the three and six months ended June 30, 2023, respectively, which represented merger-related retention bonus expense for all eligible employees who were subject to CARES Act compensation restrictions. During the three and six months ended June 30, 2022, the Company recorded $9 million and $20 million, respectively, of expenses related to the proposed Merger within transaction and merger-related costs in the Company’s condensed consolidated statement of operations. These costs included $4 million and $12 million, respectively, related to transaction costs, which include banking, legal and accounting fees, among others, charged in connection with the Merger, and $5 million and $8 million, respectively, of retention bonus expenses. In the event that Spirit, within twelve months following the termination of the Merger Agreement, consummates an acquisition with another acquiror or enters into a definitive written agreement providing for an acquisition with another acquiror, which is ultimately consummated, the Company will be owed an additional $69 million, as provided for in the Merger Agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ 71 | $ (13) | $ 13 | $ (121) | $ 58 | $ (108) |
Insider Trading Arrangements
Insider Trading Arrangements - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | |
Trading Arrangements, by Individual | |||
Material Terms of Trading Arrangement | On May 24, 2023, Barry L. Biffle, our President and Chief Executive Officer, terminated two Rule 10b5-1(c) trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) originally adopted on (i) February 16, 2023 for the sale of up to 500,000 shares of our common stock until November 30, 2023 and (ii) May 23, 2022, as amended on December 8, 2022, for the sale of up to 950,000 shares of our common stock until August 31, 2023. On June 9, 2023, Mr. Biffle and Mr. Biffle’s spouse, as trustee for a trust holding shares of our common stock for the benefit of Mr. Biffle’s child (the “Biffle Trust”), adopted a Rule 10b5-1(c) trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,226,972 shares of our common stock by Mr. Biffle and up to 75,000 shares of our common stock by the Biffle Trust, until February 15, 2024. | ||
Non-Rule 10b5-1 Arrangement Adopted | false | ||
Non-Rule 10b5-1 Arrangement Terminated | false | ||
Barry L Biffle Trading Arrangement, Common Stock, May 23, 2022 [Member] | Barry L Biffle [Member] | |||
Trading Arrangements, by Individual | |||
Name | Barry L. Biffle | ||
Title | President and Chief Executive Officer | ||
Adoption Date | May 23, 2022 | ||
Rule 10b5-1 Arrangement Terminated | true | ||
Termination Date | May 24, 2023 | ||
Aggregate Available | 950,000 | 950,000 | |
Barry L Biffle Trading Arrangement, Common Stock, February 16, 2023 [Member] | Barry L Biffle [Member] | |||
Trading Arrangements, by Individual | |||
Name | Barry L. Biffle | ||
Title | President and Chief Executive Officer | ||
Adoption Date | February 16, 2023 | ||
Rule 10b5-1 Arrangement Terminated | true | ||
Termination Date | May 24, 2023 | ||
Aggregate Available | 500,000 | 500,000 | |
Barry L Biffle Trading Arrangement, Common Stock, June 9, 2023 [Member] | Barry L Biffle [Member] | |||
Trading Arrangements, by Individual | |||
Rule 10b5-1 Arrangement Adopted | true | ||
Adoption Date | June 9, 2023 | ||
Termination Date | February 15, 2024 | ||
Aggregate Available | 2,226,972 | 2,226,972 | |
Biffle Trust Shares [Member] | Mr. Biffle's Spouse [Member] | |||
Trading Arrangements, by Individual | |||
Title | trustee | ||
Rule 10b5-1 Arrangement Adopted | true | ||
Adoption Date | June 9, 2023 | ||
Termination Date | February 15, 2024 | ||
Arrangement Duration | 251 days | ||
Aggregate Available | 75,000 | 75,000 | |
Biffle Trust [Member] | Barry L Biffle [Member] | |||
Trading Arrangements, by Individual | |||
Arrangement Duration | 251 days |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Frontier Group Holdings, Inc. (“FGHI” or the “Company”) and its wholly-owned direct and indirect subsidiaries, including Frontier Airlines Holdings, Inc. (“FAH”) and Frontier Airlines, Inc. (“Frontier”). All wholly-owned subsidiaries are consolidated, with all intercompany transactions and balances being eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Frequent Flyer Program | Frequent Flyer Program The Company’s Frontier Miles frequent flyer program provides frequent flyer travel awards to program members based on accumulated mileage credits. Mileage credits are generally accumulated as a result of travel, purchases using the co-branded credit card and purchases from other participating partners. The Company defers revenue for mileage credits earned by passengers under its Frontier Miles program based on the equivalent ticket value a passenger receives by redeeming mileage credits for a ticket rather than paying cash. The Company has a credit card affinity agreement with its credit card partner, Barclays Bank Delaware (“Barclays”), through 2029, which provides for joint marketing, grants certain benefits to co-branded credit cardholders (“Cardholders”) and allows Barclays to market using the Company’s customer database. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. |
Operating Leases | The Company leases property and equipment under operating leases. For leases with initial terms greater than 12 months, the related operating lease right-of-use asset and corresponding operating lease liability are recorded at the present value of lease payments over the term on the Company’s condensed consolidated balance sheets. Some leases include rental escalation clauses, renewal options, termination options and/or other items that cause variability that are factored into the determination of lease payments, when appropriate. The Company does not separate lease and non-lease components of contracts, except for certain flight training equipment, for which consideration is allocated between lease and non-lease components. |
Fair Value Measurement | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash are comprised of liquid money market funds, time deposits and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash to secure medical claims paid. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of June 30, 2023 and December 31, 2022, the Company had less than $1 million of restricted cash. Interest Rate Derivative Contracts Interest rate derivative contracts are valued under an income approach based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets and, therefore, they are classified as Level 2 inputs. Given the swaptions will be cash-settled upon exercise and that the market value will be determined using overnight indexed swap (“OIS”) discounting, OIS discounting is applied to the income approach valuation. Debt The estimated fair value of the Company’s debt agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 debt. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregated operating revenues are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Passenger revenues: Fare $ 361 $ 420 $ 664 $ 649 Non-fare passenger revenues: Service fees 245 201 462 363 Baggage 232 186 453 316 Seat selection 74 68 146 122 Other 33 15 50 28 Total non-fare passenger revenue 584 470 1,111 829 Total passenger revenues 945 890 1,775 1,478 Other revenues 22 19 40 36 Total operating revenues $ 967 $ 909 $ 1,815 $ 1,514 |
Revenue by Geographic Region | Operating revenues by principal geographic region, as defined by the U.S. Department of Transportation (the “DOT”), are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Domestic $ 877 $ 819 $ 1,658 $ 1,365 Latin America 90 90 157 149 Total operating revenues $ 967 $ 909 $ 1,815 $ 1,514 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Supplier incentives $ 40 $ 55 Prepaid expenses 23 20 Derivative instruments 5 24 Income tax and other taxes receivable 5 8 Other 5 7 Total other current assets $ 78 $ 114 |
Financial Derivative Instrume_2
Financial Derivative Instruments and Risk Management (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the effect of interest rate derivative instruments reflected in aircraft rent expense within the Company’s condensed consolidated statements of operations (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Derivatives designated as cash flow hedges Amortization of cash flow hedges, net of tax $ (1) $ (1) $ (1) $ (1) The following table summarizes the net of tax impact of the overall effectiveness of derivative instruments designated as cash flow hedging instruments within the Company’s condensed consolidated statements of comprehensive income (loss) (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Derivatives designated as cash flow hedges Amortization of cash flow hedges, net of tax $ 1 $ 1 $ 1 $ 1 Interest rate derivative contract gains (losses), net of tax 2 (1) (5) (1) Total $ 3 $ — $ (4) $ — |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Passenger and other taxes and fees payable $ 128 $ 113 Salaries, wages and benefits 98 104 Aircraft maintenance 58 63 Station obligations 49 57 Fuel liabilities 33 34 Leased aircraft return costs 28 84 Other current liabilities 62 63 Total other current liabilities $ 456 $ 518 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations are as follows (in millions): June 30, 2023 December 31, 2022 Secured debt: Pre-delivery credit facility (a) $ 270 $ 277 Floating rate building note (b) 17 17 Unsecured debt: Affinity card advance purchase of mileage credits (c) 80 71 PSP Promissory Notes (d) 66 66 Total debt 433 431 Less current maturities of long-term debt (237) (157) Less debt acquisition costs and other discounts, net (3) (2) Long-term debt, net $ 193 $ 272 __________________ (a) The Company, through an affiliate, entered into the pre-delivery payment (“PDP”) facility with Citibank, N.A., as facility agent, in December 2014 (as amended from time to time, the “PDP Financing Facility”). The PDP Financing Facility is primarily collateralized by the Company’s purchase agreement for Airbus A320 family aircraft deliveries (see Note 9) through the term of the facility, which extends through December 2025. As of June 30, 2023, the PDP Financing Facility allows for total commitments of up to $270 million. Interest is paid every 90 days based on the Secured Overnight Financing Rate ("SOFR") plus a margin for each individual tranche. The PDP Financing Facility consists of separate loans for each PDP aircraft. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus, (ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence, with the last scheduled delivery of aircraft expected to be in the fourth quarter of 2025. (b) Represents a note with a commercial bank related to the Company’s headquarters building. Under the terms of the note, the Company began repaying the outstanding principal balance with quarterly payments beginning in January 2022 and continuing until the maturity date in December 2023. On the maturity date, one final balloon payment will be made to cover all unpaid principal, accrued unpaid interest and other amounts due. The interest rate of one-month SOFR plus a margin is payable monthly. (c) The Company entered into an agreement with Barclays in 2003 which, as amended, provides for joint marketing, grants certain benefits to Cardholders and allows Barclays to market using the Company’s customer database, through 2029. Cardholders earn mileage credits under the Frontier Miles program and the Company sells mileage credits at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. In addition, Barclays will pre-purchase miles if the Company meets certain conditions precedent. The pre-purchased miles facility amount is to be reset on January 15 of each calendar year through, and including, January 15, 2028, based on the aggregate amount of fees payable by Barclays to the Company on a calendar year basis, up to an aggregate maximum facility amount of $200 million. The Company pays interest on a monthly basis, which is based on a one-month Effective Federal Funds Rate ("EFFR") plus a margin. Beginning March 31, 2028, the facility is scheduled to be repaid in 12 equal monthly installments. (d) As a result of the Company’s participation in the payroll support programs offered by the U.S. Department of the Treasury (the “Treasury”), the Company obtained a series of 10-year, low-interest loans from the Treasury (collectively, the “PSP Promissory Notes”) that are due between 2030 to 2031. The PSP Promissory Notes include an annual interest rate of 1.00% for the first five years and the SOFR plus 2.00% in the final five years, with bi-annual interest payments. The loans can be prepaid at par at any time without incurring a penalty. In connection with the term loan facility entered into with the Treasury on September 28, 2020 (the “Treasury Loan”), which was repaid in full on February 2, 2022, and the PSP Promissory Notes, the Company issued to the Treasury warrants to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. The Treasury has not exercised any warrants as of June 30, 2023. |
Schedule of Maturities of Long-term Debt | As of June 30, 2023, future maturities of debt are payable as follows (in millions): June 30, 2023 Remainder of 2023 $ 102 2024 163 2025 22 2026 — 2027 — Thereafter 146 Total debt principal payments $ 433 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The table below presents certain information related to lease costs for operating leases during the three and six months ended June 30, 2023 and 2022 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost (a) $ 131 $ 118 $ 258 $ 235 Variable lease cost (a) 70 64 144 119 Total lease costs $ 201 $ 182 $ 402 $ 354 ______________ (a) Expenses are included within aircraft rent, station operations, maintenance, materials and repairs and other operating within the Company’s condensed consolidated statements of operations. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Purchase Commitment | As of June 30, 2023, the Company’s firm aircraft and engine purchase orders consisted of the following: A320neo A321neo Total Aircraft (a) Engines Year Ending Remainder of 2023 — 7 7 2 2024 — 24 24 2 2025 17 24 41 4 2026 19 22 41 4 2027 21 21 42 3 Thereafter 10 52 62 2 Total 67 150 217 17 __________________ (a) While the schedule presented reflects the contractual delivery dates as of June 30, 2023, the Company has recently experienced modest delays in the deliveries of Airbus aircraft which may persist in future periods. |
Contractual Obligation, Fiscal Year Maturity | As of June 30, 2023, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, consisted of the following: (in millions) Total Remainder of 2023 $ 417 2024 1,448 2025 2,437 2026 2,357 2027 2,447 Thereafter 3,757 Total $ 12,863 |
Multiemployer Plan | The table below sets forth the Company’s employee groups and status of the collective bargaining agreements as of June 30, 2023: Percentage of Workforce Employee Group Representative Amendable Date (a) June 30, 2023 Pilots Air Line Pilots Association (ALPA) January 2024 31% Flight Attendants Association of Flight Attendants (AFA-CWA) May 2024 49% Aircraft Technicians International Brotherhood of Teamsters (IBT) May 2025 4% Aircraft Appearance Agents IBT October 2023 1% Dispatchers Transport Workers Union (TWU) December 2021 (b) 1% Material Specialists IBT March 2022 (b) <1% Maintenance Controllers IBT October 2023 <1% __________________ (a) Subject to standard early opener provisions. (b) The Company’s collective bargaining agreements with its dispatchers and material specialists, represented by TWU and IBT, respectively, were still amendable as of June 30, 2023 and negotiations are ongoing; however, each agreement is operating under its current arrangement until an amendment has been reached. |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted | The following table sets forth the computation of net earnings (loss) per share on a basic and diluted basis pursuant to the two-class method for the periods indicated (in millions, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic: Net income (loss) $ 71 $ 13 $ 58 $ (108) Less: net income attributable to participating rights (2) — (2) — Net income (loss) attributable to common stockholders $ 69 $ 13 $ 56 $ (108) Weighted-average common shares outstanding, basic 219,402,647 217,602,480 218,792,850 217,438,904 Net earnings (loss) per share, basic $ 0.32 $ 0.06 $ 0.26 $ (0.49) Diluted: Net income (loss) $ 71 $ 13 $ 58 $ (108) Less: net income attributable to participating rights (2) — (2) — Net income (loss) attributable to common stockholders $ 69 $ 13 $ 56 $ (108) Weighted-average common shares outstanding, basic 219,402,647 217,602,480 218,792,850 217,438,904 Effect of dilutive potential common shares 1,023,012 1,334,065 1,430,423 — Weighted-average common shares outstanding, diluted 220,425,659 218,936,545 220,223,273 217,438,904 Net earnings (loss) per share, diluted $ 0.31 $ 0.06 $ 0.26 $ (0.49) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The carrying amounts and estimated fair values of the Company’s debt are as follows (in millions): June 30, 2023 December 31, 2022 Carrying Estimated Fair Value Carrying Value Estimated Fair Value Secured debt: PDP Financing Facility $ 270 $ 272 $ 277 $ 277 Floating rate building note 17 17 17 17 Unsecured debt: Affinity card advance purchase of mileage credits 80 77 71 66 PSP Promissory Notes 66 55 66 52 Total debt $ 433 $ 421 $ 431 $ 412 |
Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The tables below present disclosures about the fair value of assets and liabilities measured at fair value on a recurring basis on the Company’s condensed consolidated balance sheets (in millions): Fair Value Measurements as of June 30, 2023 Description Balance Sheet Classification Total Level 1 Level 2 Level 3 Cash and cash equivalents Cash and cash equivalents $ 780 $ 780 $ — $ — Interest rate derivative contracts Other current assets $ 5 $ — $ 5 $ — Fair Value Measurements as of December 31, 2022 Description Balance Sheet Classification Total Level 1 Level 2 Level 3 Cash and cash equivalents Cash and cash equivalents $ 761 $ 761 $ — $ — Interest rate derivative contracts Other current assets $ 24 $ — $ 24 $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2023 reportableSegment airport | |
Accounting Policies [Abstract] | |
Number of airports served | airport | 90 |
Number of reportable segments | reportableSegment | 1 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Capitalized Contract Cost [Line Items] | |||||
Air traffic liability balance | $ 356,000 | $ 356,000 | $ 328,000 | ||
Air traffic liability recognized as passenger revenue | 89% | ||||
Unearned travel club revenue | 72,000 | $ 72,000 | $ 60,000 | ||
Passenger revenue recognized | $ 10,000 | $ 23,000 | $ 20,000 | $ 45,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Operating Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 967 | $ 909 | $ 1,815 | $ 1,514 |
Total passenger revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 945 | 890 | 1,775 | 1,478 |
Fare | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 361 | 420 | 664 | 649 |
Total non-fare passenger revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 584 | 470 | 1,111 | 829 |
Service fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 245 | 201 | 462 | 363 |
Baggage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 232 | 186 | 453 | 316 |
Seat selection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 74 | 68 | 146 | 122 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 33 | 15 | 50 | 28 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 22 | $ 19 | $ 40 | $ 36 |
Revenue Recognition - Operating
Revenue Recognition - Operating Revenues by Principal Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 967 | $ 909 | $ 1,815 | $ 1,514 |
Domestic | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 877 | 819 | 1,658 | 1,365 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 90 | $ 90 | $ 157 | $ 149 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Supplier incentives | $ 40 | $ 55 |
Prepaid expenses | 23 | 20 |
Derivative instruments | 5 | 24 |
Income tax and other taxes receivable | 5 | 8 |
Other | 5 | 7 |
Total other current assets | $ 78 | $ 114 |
Financial Derivative Instrume_3
Financial Derivative Instruments and Risk Management - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) aircraft | Jun. 30, 2022 USD ($) aircraft | Jun. 30, 2023 USD ($) aircraft | Jun. 30, 2022 USD ($) aircraft | Dec. 31, 2022 USD ($) | |
Derivative [Line Items] | |||||
Future engine deliveries with option to enter into and exercise cash settled swaps | aircraft | 2 | 2 | |||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Cost of swap | $ 9,000,000 | $ 9,000,000 | |||
Future aircraft deliveries with option to enter into and exercise cash settled swaps | aircraft | 7 | 7 | 7 | 7 | |
Notional amount | $ 295,000,000 | $ 295,000,000 | |||
Unrealized losses from cash flow hedges net of adjustment for dedesignation of fuel hedges, net of deferred tax benefit | 10,000,000 | ||||
Interest Rate Swap | Other Noncurrent Assets | |||||
Derivative [Line Items] | |||||
Derivative, other current assets | 5,000,000 | 5,000,000 | $ 24,000,000 | ||
Fuel | |||||
Derivative [Line Items] | |||||
Cost of swap | $ 0 | $ 0 |
Financial Derivative Instrume_4
Financial Derivative Instruments and Risk Management - Net of Tax Impact of the Overall Effectiveness of Derivative Instruments Designated as Cash Flow Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivatives designated as cash flow hedges | |||||
Amortization of swaption cash flow hedges, net of tax | $ 1 | $ 1 | |||
Unrealized gain from cash flows hedges, net of tax | 2 | $ (7) | (1) | ||
Total | 3 | 0 | $ (4) | $ 0 | |
Interest Rate Swap | |||||
Derivatives designated as cash flow hedges | |||||
Amortization of swaption cash flow hedges, net of tax | 1 | 1 | 1 | 1 | |
Unrealized gain from cash flows hedges, net of tax | 2 | (1) | (5) | (1) | |
Total | 3 | 0 | (4) | 0 | |
Interest Rate Swap | Cash Flow Hedging | |||||
Derivatives designated as cash flow hedges | |||||
Amortization of cash flow hedges, net of tax | $ (1) | $ (1) | $ (1) | $ (1) |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Passenger and other taxes and fees payable | $ 128 | $ 113 |
Salaries, wages and benefits | 98 | 104 |
Aircraft maintenance | 58 | 63 |
Station obligations | 49 | 57 |
Fuel liabilities | 33 | 34 |
Leased aircraft return costs | 28 | 84 |
Other current liabilities | 62 | 63 |
Total other current liabilities | $ 456 | $ 518 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 433 | $ 431 | |
Less current maturities of long-term debt | (237) | (157) | |
Less debt acquisition costs and other discounts, net | (3) | (2) | |
Long-term debt, net | $ 193 | 272 | |
Periodic payment, interest, period | 90 days | ||
CARES Act Credit Agreement, Warrants | |||
Debt Instrument [Line Items] | |||
Warrants to acquire common stock (in shares) | 3,117,940 | ||
Exercise price of warrants (in dollars per share) | $ 6.95 | ||
Warrants exercised (in shares) | 0 | ||
Secured Debt | PDP Financing Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 270 | 277 | |
Amount of unsecured borrowings available | 270 | ||
Secured Debt | Floating rate building note | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 17 | 17 | |
Unsecured Debt | Affinity card advance purchase of mileage credits | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 80 | 71 | |
Amount of unsecured borrowings available | 200 | ||
Unsecured Debt | PSP Promissory Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 66 | $ 66 | |
Interest rate | 1,000,000% | ||
Interest rate period | 5 years | ||
Unsecured Debt | PSP Promissory Notes | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable interest rate | 2,000,000% | ||
Unsecured Debt | PSP1 Promissory Note | |||
Debt Instrument [Line Items] | |||
Loan term | 10 years |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||
Interest paid | $ 12 | $ 5 |
Debt - Schedule of Maturity (De
Debt - Schedule of Maturity (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 102 |
2024 | 163 |
2025 | 22 |
2026 | 0 |
2027 | 0 |
Thereafter | 146 |
Total debt principal payments | $ 433 |
Operating Leases - Aircraft (De
Operating Leases - Aircraft (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) engine aircraft | Jun. 30, 2022 USD ($) aircraft | Jun. 30, 2023 USD ($) engine aircraft | Jun. 30, 2022 USD ($) aircraft | |
Lessee, Lease, Description [Line Items] | ||||
Gains recognized on sale-leaseback transactions | $ | $ 57 | $ 28 | ||
Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of leases | 126 | 126 | ||
Aircraft | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 1 month | 1 month | ||
Aircraft | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 12 years | 12 years | ||
Aircraft Engine | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of leases | engine | 32 | 32 | ||
Number of engines dependent on usage-based metrics | engine | 13 | |||
Aircraft Engine | Aircraft Sale Leaseback | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of sale-leaseback transactions | 1 | 2 | 2 | 2 |
Aircraft Engine | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 1 month | 1 month | ||
Aircraft Engine | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 12 years | 12 years | ||
Aircraft and Aircraft Engines | ||||
Lessee, Lease, Description [Line Items] | ||||
Gains recognized on sale-leaseback transactions | $ | $ 17 | $ 21 | $ 57 | $ 28 |
A320neo | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of leases in period | 2 | 5 | ||
A320neo | Aircraft | Aircraft Sale Leaseback | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of sale-leaseback transactions | 1 | 3 | 4 | 5 |
Operating Leases - Aircraft Ren
Operating Leases - Aircraft Rent Expense and Maintenance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Aircraft rent expense (benefit) | $ 148 | $ 133 | $ 279 | $ 261 | |
Supplemental rent expense for maintenance-related reserves deemed non-recoverable | (2) | (1) | (2) | (1) | |
Supplemental rent expense related to probable lease return condition obligations | 22 | $ 18 | 24 | $ 33 | |
Leased aircraft return cost liability | 58 | 58 | $ 102 | ||
Aircraft maintenance deposits expected to be recoverable | 109 | 109 | 117 | ||
Aircraft maintenance deposits expected to be recoverable, eligible maintenance performed | 24 | 24 | 12 | ||
Aircraft maintenance deposits | 85 | 85 | $ 105 | ||
Maintenance reserve payments, due remainder of fiscal year | 2 | 2 | |||
Maintenance reserve payments, due in year one | 3 | 3 | |||
Maintenance reserve payments, due in year two | 3 | 3 | |||
Maintenance reserve payments, due in year three | 3 | 3 | |||
Maintenance reserve payments, due in year four | 4 | 4 | |||
Maintenance reserve payments, due after year four | $ 5 | $ 5 |
Operating Leases - Lease Extens
Operating Leases - Lease Extension (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Aircraft rent expense (benefit) | $ 148 | $ 133 | $ 279 | $ 261 |
Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Aircraft rent expense (benefit) | $ (18) |
Operating Leases - Airport Faci
Operating Leases - Airport Facilities (Details) | 6 Months Ended |
Jun. 30, 2023 airport | |
Lessee, Lease, Description [Line Items] | |
Number of airports served | 90 |
Minimum | Airport Facility | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 month |
Maximum | Airport Facility | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 12 years |
Operating Leases - Other Ground
Operating Leases - Other Ground Property and Equipment (Details) - Other Ground Property And Equipment | Jun. 30, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 month |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 9 years |
Operating Leases - Lease Cost (
Operating Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 131 | $ 118 | $ 258 | $ 235 |
Variable lease cost | 70 | 64 | 144 | 119 |
Total lease costs | $ 201 | $ 182 | $ 402 | $ 354 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Cash paid for amounts included in measurement of lease liabilities | $ 130 | $ 119 | $ 257 | $ 236 |
Aircraft and Aircraft Engines | ||||
Lessee, Lease, Description [Line Items] | ||||
Acquired aircraft and engines through operating leases | $ 107 | $ 87 | $ 338 | $ 148 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation expense | $ 3 | $ 4 | $ 7 | $ 7 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options and Restricted Awards (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | shares | 0 |
Stock option exercise (in shares) | shares | (2,057,123) |
Weighted average stock price (in dollars per share) | $ / shares | $ 0.32 |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | $ 2.60 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units issued (in shares) | shares | 1,507,011 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 11.86 |
Vested (in shares) | shares | (1,162,274) |
Shares withheld to cover employee taxes on vested restricted stock units (in shares) | shares | (417,894) |
Weighted average grant date fair value, for vested shares (in dollars per share) | $ / shares | $ 11.88 |
Weighted average grant date fair value, withheld to cover employee taxes (in dollars per share) | $ / shares | $ 12.32 |
Stock-Based Compensation - Phan
Stock-Based Compensation - Phantom Equity Awards (Details) - Phantom Share Units (PSUs) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Current portion of phantom equity units | $ 26 | |
Remaining liability paid | $ 26 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stockholders' Equity (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock authorized for issuance (in shares) | 750,000,000 | 750,000,000 |
Preferred stock authorized for issuance (in shares) | 10,000,000 | 10,000,000 |
Common stock, stated par (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Nonvoting Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock authorized for issuance (in shares) | 150,000,000 | 150,000,000 |
Common stock, stated par (in dollars per share) | $ 0.001 | $ 0.001 |
Commitments and Contingencies -
Commitments and Contingencies - Aircraft and Engine Orders (Details) | 6 Months Ended |
Jun. 30, 2023 aircraft engine | |
Air Transportation Equipment | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | 7 |
2024 | 24 |
2025 | 41 |
2026 | 41 |
2027 | 42 |
Thereafter | 62 |
Total | 217 |
Aircraft Engine | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | engine | 2 |
2024 | engine | 2 |
2025 | engine | 4 |
2026 | engine | 4 |
2027 | engine | 3 |
Thereafter | engine | 2 |
Total | engine | 17 |
A320neo | Air Transportation Equipment | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | 0 |
2024 | 0 |
2025 | 17 |
2026 | 19 |
2027 | 21 |
Thereafter | 10 |
Total | 67 |
A321neo | Air Transportation Equipment | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | 7 |
2024 | 24 |
2025 | 24 |
2026 | 22 |
2027 | 21 |
Thereafter | 52 |
Total | 150 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 aircraft | Jun. 30, 2023 USD ($) leasingPartner employeeGroup aircraft | Jun. 30, 2023 USD ($) aircraft engine employeeGroup leasingPartner | Dec. 31, 2022 USD ($) | Oct. 31, 2019 aircraft | |
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligation, to be paid, remainder of fiscal year | $ | $ 417 | $ 417 | |||
Purchase obligation, to be paid, year one | $ | 1,448 | 1,448 | |||
Purchase obligation, to be paid, year two | $ | 2,437 | 2,437 | |||
Purchase obligation, to be paid, year three | $ | 2,357 | 2,357 | |||
Purchase obligation, to be paid, year four | $ | 2,447 | 2,447 | |||
Purchase obligation, to be paid, after year four | $ | $ 3,757 | $ 3,757 | |||
Number of union-represented employee groups | employeeGroup | 7 | 7 | |||
Amount of employees represented by unions | 86% | ||||
Accrued liabilities for health care claims | $ | $ 6 | $ 6 | $ 5 | ||
Aircraft Engine | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of aircraft agreed to purchase | engine | 17 | ||||
Air Transportation Equipment | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of aircraft agreed to purchase | aircraft | 217 | ||||
Air Transportation Equipment | A320neo | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of aircraft agreed to purchase | aircraft | 67 | ||||
Number of aircraft eligible for conversion | aircraft | 18 | ||||
Air Transportation Equipment | A321neo | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of aircraft agreed to purchase | aircraft | 150 | ||||
Number of leasing partners with signed letter of intent | leasingPartner | 2 | 2 | |||
Number of aircraft to be added through direct leases | aircraft | 10 | ||||
Number of aircraft added through direct leases | aircraft | 2 | 5 | |||
Air Transportation Equipment | A321neo | Forecast | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of aircraft to be added through direct leases | aircraft | 5 |
Commitment and Contingencies -
Commitment and Contingencies - Contractual Obligation, Fiscal Year Maturity (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 417 |
2024 | 1,448 |
2025 | 2,437 |
2026 | 2,357 |
2027 | 2,447 |
Thereafter | 3,757 |
Purchase obligation total | $ 12,863 |
Commitments and Contingencies_3
Commitments and Contingencies - Collective Bargaining Agreements (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 86% |
Pilots | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 31% |
Flight Attendants | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 49% |
Aircraft Technicians | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 4% |
Aircraft Appearance Agents | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 1% |
Dispatchers | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 1% |
Material Specialists | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 1% |
Maintenance Controllers | |
Multiemployer Plan [Line Items] | |
Amount of employees represented by unions | 1% |
Net Earnings (Loss) per Share_2
Net Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic: | ||||||
Net income (loss) | $ 71 | $ (13) | $ 13 | $ (121) | $ 58 | $ (108) |
Less: net income attributable to participating rights | (2) | 0 | (2) | 0 | ||
Net income (loss) attributable to common stockholders | $ 69 | $ 13 | $ 56 | $ (108) | ||
Weighted average common shares outstanding, basic (in shares) | 219,402,647 | 217,602,480 | 218,792,850 | 217,438,904 | ||
Net earnings (loss) per share, basic (in dollars per share) | $ 0.32 | $ 0.06 | $ 0.26 | $ (0.49) | ||
Diluted: | ||||||
Less: net income attributable to participating rights | $ (2) | $ 0 | $ (2) | $ 0 | ||
Net income (loss) attributable to common stockholders | $ 69 | $ 13 | $ 56 | $ (108) | ||
Effect of dilutive potential common shares (in shares) | 1,023,012 | 1,334,065 | 1,430,423 | 0 | ||
Weighted average common shares outstanding, diluted (in shares) | 220,425,659 | 218,936,545 | 220,223,273 | 217,438,904 | ||
Net earnings (loss) per share, diluted (in dollars per share) | $ 0.31 | $ 0.06 | $ 0.26 | $ (0.49) | ||
Shares excluded from the computation of diluted shares (in shares) | 2,886,151 | 2,284,417 | 2,264,024 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Restricted cash (less than) | $ 1 | $ 1 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Estimated Fair Values of the Company’s Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 433 | $ 431 |
Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 421 | 412 |
PDP Financing Facility | Carrying Value | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 270 | 277 |
PDP Financing Facility | Estimated Fair Value | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 272 | 277 |
Floating rate building note | Carrying Value | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 17 | 17 |
Floating rate building note | Estimated Fair Value | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 17 | 17 |
Affinity card advance purchase of mileage credits | Carrying Value | Unsecured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 80 | 71 |
Affinity card advance purchase of mileage credits | Estimated Fair Value | Unsecured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 77 | 66 |
PSP Promissory Notes | Carrying Value | Unsecured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 66 | 66 |
PSP Promissory Notes | Estimated Fair Value | Unsecured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 55 | $ 52 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 780,000 | $ 761,000 |
Interest rate derivative contracts | 5,000 | 24,000 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 780,000 | 761,000 |
Interest rate derivative contracts | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Interest rate derivative contracts | 5,000 | 24,000 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Interest rate derivative contracts | $ 0 | $ 0 |
Related Parties (Details)
Related Parties (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) aircraft | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) aircraft | Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Management fees, expense reimbursements, and director compensation (less than) | $ | $ 1 | $ 1 | $ 1 | $ 1 |
Related Party | Controladora Vuela Compañía de Aviación, S.A.B. de C.V. | Indigo Partners | ||||
Related Party Transaction [Line Items] | ||||
Outstanding shares of common stock held (as a percentage) | 18% | 18% | ||
Controladora Vuela Compañía de Aviación, S.A.B. de C.V. | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Number of company directors | 2 | 2 | ||
Number of alternate company directors | 1 | 1 |
The Proposed Merger with Spir_2
The Proposed Merger with Spirit Airlines, Inc. ("Spirit") (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Transaction and merger-related costs | $ 0 | $ 9 | $ 1 | $ 20 |
Spirit Airlines, Inc Merger | ||||
Business Acquisition [Line Items] | ||||
Transaction and merger-related costs | 1 | 9 | 1 | 20 |
Termination fee | $ 69 | $ 69 | ||
Spirit Airlines, Inc Merger | Retention Bonus | ||||
Business Acquisition [Line Items] | ||||
Transaction and merger-related costs | 5 | 8 | ||
Spirit Airlines, Inc Merger | Legal, Accounting and Other Fees | ||||
Business Acquisition [Line Items] | ||||
Transaction and merger-related costs | $ 4 | $ 12 |