DeAnne Gabel - Spirit Airlines, Inc. Robert L. Fornaro - Spirit Airlines, Inc. Matt Klein - Spirit Airlines, Inc. Edward M. Christie - Spirit Airlines, Inc. Rocky Wiggins - Spirit Airlines, Inc.

Michael Linenberg - Deutsche Bank Securities, Inc. Duane Pfennigwerth - Evercore ISI Andrew George Didora - Bank of America Merrill Lynch Savanthi N. Syth - Raymond James & Associates, Inc. Rajeev Lalwani - Morgan Stanley & Co. LLC Helane Becker - Cowen & Co. LLC Joseph DeNardi - Stifel, Nicolaus & Co., Inc. Hunter K. Keay - Wolfe Research LLC Julie Yates - Credit Suisse Securities (USA) LLC (Broker) Dan J. McKenzie - The Buckingham Research Group, Inc. Jamie N. Baker - JPMorgan Securities LLC Stephen Trent - Citigroup Global Markets, Inc. (Broker)

Welcome to the Third Quarter 2016 Earnings Conference Call. My name is Richard, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. I will now turn the call over to Ms. DeAnne Gabel, Senior Director of Investor Relations. You may begin. DeAnne Gabel - Spirit Airlines, Inc.: Thank you, Richard. Welcome to Spirit Airlines' third quarter 2016 earnings conference call. Bob Fornaro, our Chief Executive Officer, will provide a brief opening comment, followed by Matt Klein, our Chief Commercial Officer, who will review our third quarter revenue performance and fourth quarter outlook. Then Ted Christie, our Chief Financial Officer, will discuss our cost performance, followed by Bob with closing remarks. We will have a Q&A session for sales side analysts following our prepared remarks. Also joining us in the room today are Thomas Canfield, our General Counsel; John Bendoraitis, our Chief Operating Officer, and other members of our senior leadership team. This call is being recorded and simultaneously webcast. A replay of this call will be archived on our website for 60 days. Today's discussion contains forward-looking statements that represent the company's current expectations or beliefs concerning future events and financial performance. Forward-looking statements are not a guarantee of future performance or results and are based on information currently available and/or management's belief as of today, October 25, 2016, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, including the information under the caption, Risk Factors, included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake no duty to update any forward-looking statements. In comparing results today, we will be adjusting all periods to exclude special items. Please refer to our third quarter 2016 earnings press release for the reconciliation of our non-GAAP measures. And now I'll turn the call over to Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Thanks, DeAnne, and thanks to everyone for joining us. First, I want to thank all our team members and service providers for their contributions to our better-than-expected third quarter operational and financial results. I also want to thank them for the dedication and professionalism in assisting our customers and communities affected by Hurricane Matthew. I was impressed with how smoothly our team handled the network implications, how quickly they brought the airline back up to full speed after the storm had passed and their support to the affected communities. I also want to welcome Matt Klein and Rocky Wiggins to our senior leadership team. Matt joined as Senior VP and Chief Commercial Officer, and Rocky joins us as Senior VP and Chief Information Officer. Both these gentlemen have extensive industry backgrounds in their areas of expertise, and I am pleased to have them join our Spirit team. For the third quarter of 2016, we reported net income of $86.3 million, or $1.24 per diluted share and an operating margin of 23%. During the quarter, we benefited from our own revenue initiatives, as well as a modest improvement in the industry pricing environment. We continue to see constructive trends that support additional yield improvements in the fourth quarter. We had solid cost performance, and operationally, we made good strides towards improving our performance. In fact, for the months of July, August and September, we set new company records for on-time performance, including the company's all-time high September of 85.2%. I applaud our team for the progress made to-date towards achieving our goal of consistent reliability. With that, I'll turn it over to Matt to discuss our revenue results and marketing initiatives. Matt Klein - Spirit Airlines, Inc.: Thanks, Bob. Let me first say, I am pleased to be here leading our innovative marketing, network planning and revenue management teams in developing new initiatives to further improve our already strong results. Turning now to our third quarter of 2016 performance, total revenue increased 8.1% on a capacity increase of 16.2%. Total revenue per available seat mile decreased 7% compared to the third quarter last year, primarily driven by a decrease in passenger yield, largely as a result of industry competitive pricing pressures. Although yields decreased year-over-year, we did see substantial sequential quarterly improvement in the rate of decline for the third quarter. Total revenue per passenger segment for the third quarter 2016 declined approximately $11 year-over-year to $109.51, primarily driven by a decline in ticket revenue per segment related to the competitive pricing environment. Non-ticket revenue per passenger segment declined $2.22 year-over-year to $51.17. While we're dissatisfied with this 4.2% decline in rate, the non-ticket revenue portion of our results were in line with our expectations. As we've mentioned in the past, the majority of our non-ticket revenue is generated from sales at Spirit.com. As I work closely with my team to develop new and innovative non-ticket products, we are simultaneously working with our new CIO, Rocky Wiggins, in prioritization of IT resources to bring new products to our customers in an efficient and most importantly, effective way. Among other things, Rocky has an unmatched level of expertise with Navitaire, our reservation platform, and we are all very excited to have him join our Spirit team. Additionally, I can announce that we have recently rolled out new dynamic pricing capabilities for certain ancillary services. We are in the very early stages of testing and learning in a select set of markets, but we are excited about the potential benefits this new scalable functionality offers. In terms of new ancillary services, just this morning, we began offering customers in LaGuardia the opportunity to purchase a product that allows access to an expedited security lane. This will continue to roll out to additional airports over the next few months and is a great product that enhances our customers' experience and provides us with a new non-ticket revenue stream. And by year-end, we will be rolling out the availability for TSA PreCheck. While it is difficult to measure the revenue value of this service, for those customers who have TSA Pre, this is a benefit that further enhances their airport experience. Now, moving on to our fourth quarter revenue guidance. We estimate that Hurricane Matthew negatively impacts total RASM for the fourth quarter by 50 basis points. Additionally, we estimate a 75 basis points drag related to the shift of the Christmas holiday. With this in mind, and given the current pricing environment and capacity trends, we estimate that total RASM for the fourth quarter 2016 will decline between 3% and 4.5% year-over-year. With that, here's Ted. Edward M. Christie - Spirit Airlines, Inc.: Thanks, Matt. I also want to thank our team members for continued focus on operational reliability and corresponding cost results. I'm very pleased with the successes we've seen on the cost side which are a direct result of the improved operational performance. For the third quarter 2016, CASM ex-fuel increased 1.7% year-over-year to $0.0548, primarily driven by higher salaries, wages and benefits, and higher maintenance expense, partially offset by lower aircraft rent per ASM. During the third quarter we took delivery of two new A321ceos, ending the quarter with 89 aircraft in our fleet. Also during the quarter, we purchased three A319 aircraft off-lease and extended the leases for two other A319 aircraft. On October 7, we took delivery of our first A320neo, becoming the first U.S. operator of this new engine option aircraft. During the third quarter, we returned $38 million to our shareholders, repurchasing approximately 1 million shares. Over the last two years, we have returned a total of $200 million to our shareholders, repurchasing approximately 4 million shares, or about 5.3% of shares outstanding. We ended the quarter with an unrestricted cash, cash equivalents, and short-term investment balance of $926 million, an average net debt-to-EBITDA ratio of 1.55 and a pre-tax return on invested capital of 25.3%. Turning now to our fourth quarter and full year 2016 guidance, scheduled capacity is expected to be up 15.6% in the fourth quarter. We continue to target a capacity increase of about 20% for the full year 2016. Based on actuals to-date, the forward curve as of October 21, 2016, we estimate our economic fuel price per gallon for the fourth quarter will be $1.70. For the fourth quarter 2016, we estimate our CASM ex-fuel will be up about 8%, which includes an estimated 1 percentage point drag due to expenses and the cancellation of about 310 flights, or 48.2 million ASMs related to Hurricane Matthew. It's worth reiterating that our Q4 2015 CASM-ex was unusually low due to some favorable timing from maintenance, creating a skewed comparison for Q4 of this year. However, our absolute Q4 2016 CASM-ex is very stable sequentially. All in, we estimate Hurricane Matthew impacted fourth quarter 2016 operating income by approximately $6.5 million when you take into account lost revenue and incremental expenses offset by the foregone expenses due to the cancelled flights. For the full year 2016, thanks to good core cost performance, we remain on track for CASM ex-fuel to be about flat year-over-year. Next year, based on our current aircraft deliveries, we are projected to grow capacity approximately 18.5%. However, we are evaluating several options to push that closer to 20%. Throughout 2017, the amortization of heavy maintenance and supplemental rent expense will drive some pressure to our CASM-ex profile. While we are in the midst of our 2017 planning process, we believe that 2017 CASM-ex should be about flat year-over-year despite pressures from maintenance timing. In 2017, the cadence of CASM-ex changes year-over-year for each quarter should be the opposite of 2016 with year-over-year increases in the first half and year-over-year decreases in the second half. I'll be able to give more granularity on 2017 CASM-ex on our next call. Of course, this view on CASM-ex does not reflect any impact of open labor negotiations. Our long-term cumulative average trend for CASM-ex on a stage-adjusted basis through our growth cycle has been and remains stable to declining, which is critical to our business strategy. With that, I'll turn it back to Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Thanks, Ted. As I look back on what we've accomplished together over the last 10 months, I am even more confident about our competitive position. We've enhanced our leadership team in a few key areas. In addition to Matt and Rocky, we added Greg Christopher as our VP of Operations Control and Kirk Thornburg as our VP of Tech Ops, both of whom have many years of industry experience in their areas of expertise. Together with our other talented leaders, we are well-positioned to manage the next phase of Spirit's growth. Throughout the year, we've made a few tactical changes that have helped improve our operational reliability. Our November schedule change should drive further significant improvements and do so while being cost neutral, or based upon results so far, be cost beneficial. From the outside looking in, you won't notice much difference as our route map will look very much like it does today, but how we are flying the network will be quite different. Spirit has an industry-leading cost structure and a strong brand. We have a young, fit fleet. We have the strongest network in the ULCC space with a large successful international network at Fort Lauderdale. We have improving positions at most key U.S. airports. And we have the flexibility and discipline to adapt as the environment changes. So we are nimble and flexible, and regardless of the economic pricing or fuel backdrop, we are well-positioned to continue our track record of industry outperformance. With that, it's back to DeAnne. DeAnne Gabel - Spirit Airlines, Inc.: Thank you, Bob, Matt and Ted. We are now ready to take questions from the analysts. We ask that you limit yourself to one question with one related follow-up. If you have additional questions, you are welcome to place yourself back in the question queue, and we will allow for additional questions as time permits. Richard, we're ready to begin.

Thank you. We will now begin the question-and-answer session. And our first question on the line comes from Mike Linenberg. Please go ahead. Michael Linenberg - Deutsche Bank Securities, Inc.: Yeah. Hey. Good morning, everybody. I guess just a question to Bob on the November schedule change that you talked about. You said that we wouldn't see, I guess, much on the surface. What is going on behind the scenes? And what have you already implemented that helped drive much better operational numbers in July, August and September? Robert L. Fornaro - Spirit Airlines, Inc.: Well, good morning, Mike. And yes, if you look at the route map, I think the route map won't look dramatically different. I think – but there are a number of, say, individual route adjustments. And then I'll talk about the operations. But we do have a fairly large buildup in Orlando beginning in November. I think a year ago, we operated two gates in Orlando. Now, we'll be up to five. And we're adding nonstops in Boston, Fort Lauderdale, Newark, Akron, Kansas City, San Juan, Plattsburgh, and so there's a series of places where we're building up and I'd say Spirit was probably smaller than what you might have expected in Orlando. And so I think you'll notice that and you'll see Newark and eventually San Juan. But I think in terms of really the operations, it's really our first chance to combine some of the planning initiatives and the operational initiatives and kind of put them in a what I would describe as somewhat of a new schedule where we really can kind of take into account from the bottoms up – all of the operational initiatives and combine them with a marketing plan. So, I think we start out, we talked about over the year we've dramatically changed the way we operate in our Operations Control Center. We've made some minor block adjustments. We've made a number of adjustments the way we operate our red-eyes in terms of the way we fly. We have added some gates in a few key airports where we've had some shortages in the past. We've adjusted the way we pay our crews and we're connecting fewer crews throughout our network, some aircraft routing changes. And so what we're trying to do is really kind of compensate for the lack of density in our market. I think as you know, most of our routes have about one flight a day. So we don't have, let's say, the density to make adjustments. We have to build those adjustments into the underlying schedule. So we're planning on, and like I said, anticipating more in our schedules going forward. Michael Linenberg - Deutsche Bank Securities, Inc.: Great. Thanks, Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Okay. Michael Linenberg - Deutsche Bank Securities, Inc.: Yep. Perfect. Thank you.

Thank you. Our next question on the line comes from Duane Pfennigwerth. Please go ahead. Duane Pfennigwerth - Evercore ISI: Hey. Thanks. Good morning. Bob, maybe a related question, but can you talk a little bit about why it makes sense to bring current generation A319s on balance sheet? And what price point you're doing that for? Robert L. Fornaro - Spirit Airlines, Inc.: I can start, but I'll let Ted give you the primary answer. Edward M. Christie - Spirit Airlines, Inc.: Sure. Hey, Duane. It's Ted. So we have been using the opportunity for the transition period here as 319s reach the end of their initial lease term. We've been viewing that as an option period for the last three or four years. And to your point, we've always evaluated those aircraft as a component of the company's fleet. And at some price, they're valuable for us to keep them around for a while, to continue to operate. They do have certain mission-critical use for us. And at the right price, they're very effective airplanes. So we've been working on those types of initiatives with our lessor partners and have bought a few and extended a few. I wouldn't comment specifically on the price point that we think is the trigger point because there's still open negotiations with a few other parties. But I would tell you that we're very pleased with the effect that they will have on ongoing CASM-ex. So we actually think that the benefit of those, both on-balance sheet moves and extensions are a tailwind to unit cost going forward. Duane Pfennigwerth - Evercore ISI: That's great. And then just as a follow up, this RASM improvement trend that you're seeing here in the third quarter and also into the fourth quarter, can you comment on how much of that is being driven by improvement in close-in pricing from an industry perspective versus your own self-help initiatives? Robert L. Fornaro - Spirit Airlines, Inc.: Well, again, I think we'd be guessing – it's an educated guess as to the exact percentages, but again, I would say, I think you hit the high points. The improvements are coming from general industry actions and I'd say internal actions. And from our perspective, again, we've seen the advantage pricing, which is a lot of that hub-to-hub pricing that existed throughout the summer, that's largely gone. From our perspective we took a fairly large increase on September 1, $5 across the board, and a lot of things that you perhaps might not see if you follow industry pricing, we've taken some surcharges on Fridays and Sundays. And so we actually think there is a lot of opportunity on peak days to improve our own underlying affairs, outside of whatever else goes on in the industry. So, I think we're seeing it, it's fairly positive, again, we've made some changes with people, and the processes that we've instituted are working. I think, again, I see huge opportunity. Again, we've had two years of fairly substantial yield declines and I think we see a real good opportunity of initiatives just unto ourselves that's going to help us going forward. Duane Pfennigwerth - Evercore ISI: Thank you, Bob.

Thank you. Our next question online comes from Andrew Didora. Please go ahead. Andrew George Didora - Bank of America Merrill Lynch: Hi. Good morning. Bob, I just had a follow up to Mike's question earlier in terms of the improved operational performance. Is there any way to quantify either the cost or profit benefit from this improvement, and I guess as a brief follow-up, of the initiatives you put in place earlier this year, and the ones you talked a little bit about earlier, which have been the most beneficial to improving this performance? Thanks. Robert L. Fornaro - Spirit Airlines, Inc.: Well, first of all, in terms of the cost impacts, first of all, I think even prior to my arrival, the company certainly realized that it needed to take certain steps to improve its operational reliability, and we had a very, very difficult summer in 2015. So there were certain initiatives actually beginning to start, and I guess from my perspective just kind of gave them a push and really tried to accelerate it, but my guess is that at least from a utilization perspective, eventually utilization will go down 2% to 3% because of the operational initiatives. And we're going to be doing this again over an 18-month period of time, not a 6-month period of time. But we don't want to build substantial costs in. But there is an item which we report to from time-to-time, it's called interrupted trip expense, which at Spirit is a substantially large number. So, the cost of poor on-time or reliability here is much higher than at other carriers because we don't have three or four other flights a day to move the customers on. We don't have interline agreements. So initially you'll see improvements in terms of on time and various station performance, and eventually that will lead to improved completion factor. And again, getting our goal back to 99% over a period of time, again, is a key focus for us. I know you had a second part of that question? Andrew George Didora - Bank of America Merrill Lynch: In terms of the initiatives that you kind of put in place earlier this year around the operations. Which do you think has had the most beneficial impact to your results of late? Robert L. Fornaro - Spirit Airlines, Inc.: I think actually it's – it has to do with the way we route the airplanes. With a high utilization, especially in the summer, and with a lot – we have a high percentage of red-eyes, as well, and we would have airplanes that could run continuously, and so on day one, if the plane was late, it could go for two or three days being late. It just kind of creates some compounding effects. And so what we're doing is we're creating various options to actually create more flexibility. Again, one thing I didn't relating to our questions – we actually have a study going on, and I think as we move into 2017, we are also going to reengineer the way we operate our maintenance bases as well, which we think, given our route plans over the next five years will allow us to improve our reliability and also reduce our costs as well. Andrew George Didora - Bank of America Merrill Lynch: Great. Thank you, Bob.

Thank you. Our next question on line comes from Savi Syth. Please go ahead. Savanthi N. Syth - Raymond James & Associates, Inc.: Hey. Good morning. I wonder if you could – the last time there was a different dynamic between domestic and international. I wonder if you could provide a little bit of color on what you saw in the third quarter. Robert L. Fornaro - Spirit Airlines, Inc.: I think in terms of the dynamic, I'd say the international, again, we're about 88% domestic, about 10% to 12% international. And I guess starting with third quarter of last year and going into fourth quarter to first quarter, we saw fairly big declines in South America, particularly Colombia. And I think right now, those results are about the same as domestic. But there is, I think, a real opportunity to improve. Again, Colombia, which is where we operate four cities was down substantially over the last 12 months and we're seeing that bottom out. But I would say the international and domestic are round numbers, the same level. Savanthi N. Syth - Raymond James & Associates, Inc.: Got it. And then I just want to follow up on the non-ticket revenue. I wonder if you could provide a little bit more color on what type of ancillary revenue you're dynamically pricing. And also, on the bag fees, I know the drag given the low prices. But are we going to start anniversarying that here in the fourth quarter? Or is there a little bit more before we fully lap that? Matt Klein - Spirit Airlines, Inc.: So, thanks. This is Matt. I can take that question. In terms of the dynamic pricing capabilities, we started to roll that out as we think about customers that are selecting seat assignments. And some of the functionality that we're putting in there will start to allow us to manage our revenues there much in the same way we think about revenue management in general. So we're very excited about that, and there's a tremendous amount of scalability that that will provide to us. In terms of your second part of your question regarding lapping the issues with bags, we don't necessarily believe that's coming in the fourth quarter. There seems to be a correlation there between overall fare activity and our bag rates. So until that changes dramatically, we don't expect to see a big impact there. Savanthi N. Syth - Raymond James & Associates, Inc.: Okay. Great. Thank you.

Thank you. Our next question on line comes from Rajeev Lalwani. Please go ahead. Rajeev Lalwani - Morgan Stanley & Co. LLC: Hi. Thanks for the time. Ted, I think you mentioned in your prepared remarks that you were taking a look at taking capacity growth next year to 20% or so. Can you talk about why that is and how you're thinking about sort of margins and RASM in light of that? Edward M. Christie - Spirit Airlines, Inc.: Sure. Well, we've always had a long-term 15% to 20% target growth rate, and what we see is an opportunity there that the company is looking to capitalize on. And so we're always trying to optimize that for aircraft deliveries and availability and utilization to some of what Bob was discussing earlier. So we had some initial reads on what we thought was going to be capacity for next year at about 18.5%. We do have an opportunity or two that we're evaluating that may push that number closer to 20%. And like I said, we see a big opportunity in the full market, so that's really what we're trying to optimize to, is to capture that opportunity. I think the effect, to your point, Rajeev, is that we're always going to be looking at margin accretive decisions. And so we view the incremental opportunity beyond just 18.5%, we view that extremely positively from a margin perspective. We think it'll be beneficial, both on the cost side and on a unit revenue side, because while we grow into markets that are new O&Ds, we're hopeful that those types of markets will produce positive unit revenue trends. And so we're excited about that opportunity. We think there's good tailwind opportunity on the cost side and so that should be productive to the margin. Rajeev Lalwani - Morgan Stanley & Co. LLC: Thanks.

Thank you. Our next question on line comes from Helane Becker. Please go ahead. Helane Becker - Cowen & Co. LLC: Thanks, operator. Hi, everybody. Thank you so much for your time. Is there any way, or is there any incremental cost associated with your new IT initiatives? Or is that 100% profit? Edward M. Christie - Spirit Airlines, Inc.: Hey, Helane. It's Ted. So the company over the last couple of years has been investing in its IT infrastructure. I think when you talk about initiatives, you're talking about ancillary based initiatives, and there is some investment that the company needs to make to have those things happen. You wouldn't notice them. They're small from a cost perspective. There's an amount of time that's required from our IT folks that when we talk about resources, we really mean IT time to make sure that everything kind of feathers in at the right way. But clearly, the revenue opportunity, and therefore, the margin opportunity considerably dwarfs any kind of investment in time and cost. And Matt... Helane Becker - Cowen & Co. LLC: Okay. And then can I... Matt Klein - Spirit Airlines, Inc.: Yes. Sure. I'd add one thing to that, Ted. So while we're looking at our prioritization, we're also thinking about what can we absorb in terms of bringing on new ideas and new projects. We have quite a long list that we think is productive for our customers and for the company. And so part of what we're doing with Rocky now is understanding what's the right way to layer these things in in a smart strategic way so that we can succeed from day one on the initiatives. Helane Becker - Cowen & Co. LLC: Okay. And then could I just ask a follow-up to IT? Some of your peer groups have had IT issues where their computer systems have failed. What are you guys doing to kind of prevent that? Can your pilots, for an example, check in wirelessly using their iPads? Or is there any way you can get ahead of an IT issue that would ground your aircraft? Edward M. Christie - Spirit Airlines, Inc.: This is Ted again. I'm going to make a couple of comments and then I'll let Rocky jump in, as well, since Rocky is just getting his feet wet. But as I mentioned earlier, Helane, we've been spending some time over the last couple of years to invest in things that the external business wouldn't see, but are intended to shore up the infrastructure and reliability of IT services. And so, while nobody's going to be perfect at any time, the company has recognized that there is a need to deliver the product reliably to the operation. So I think there have been a lot of strides made over the last couple of years, and we're going to continue that process going forward. So, Rocky, you want to add anything more? Rocky Wiggins - Spirit Airlines, Inc.: Yeah, Helane. I would just add that, in the area of reducing risk from an IT infrastructure perspective, it's an ongoing journey. We'll always be looking at where we should invest to reduce that risk. It's impossible to eliminate it fully but we've done some recent things just before my arrival that are really good investments in moving some of our infrastructure to even more secure environment, and we'll continue to look for those opportunities and learn from, certainly, the industry experience to minimize the potential that that could impact Spirit. Robert L. Fornaro - Spirit Airlines, Inc.: I just want to add one final thing. During this hurricane that just passed through last couple of weeks, we had to close our Operations Control Center here in Florida and we operated it remotely, and it worked pretty well. So I think we're certainly happy with those types of initiatives. You don't often get a chance to do a live test of operational backdrops. But ours worked pretty well. Helane Becker - Cowen & Co. LLC: Thank you. Thanks very much for all that.

Thank you. Our next question on line comes from Joseph DeNardi. Please go ahead. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Hi. Thanks very much. Ted, just a question on your comments around CASM next year. I mean, you've got other airlines much larger than you that grow at 1% or 2% and keep CASM, excluding labor deals, roughly flat, maybe up a little bit. You guys are going to grow at 18% to 20%. Why isn't CASM down more? I mean, are the operational improvements you guys are implementing, is that a material drag on CASM-ex next year? Edward M. Christie - Spirit Airlines, Inc.: Hey, Joe. No, the things that we have faced over the last three or four years and continue to digest as the company matures it mostly revolves around maintenance related expenses and the maturation of that over time. So as you're aware, the way we account for our heaviest maintenance that pushes through our depreciation and amortization line and so the company has been, over the last four years or so, seeing significant increases in that area of expense. And what we've been successful at doing is using the company's scale and its balance sheet to continue to manage growth in other related maturation expenses such that we maintain our industry leading cost structure. So we believe the objective here is to start at the lowest base and keep that in line while the company matures. So, for example, when you get to be the large network carriers, they're already mature from an expense perspective and that's why you see the ins and outs sort of match. As expenses get older, the new stuff is coming into diluted and that's why their costs don't move much. We're still in the growth phase. And so, that is – there is some mismatch one way or the other. But the longer that we can keep our costs flat to down, we believe we eventually reach that maturity stand point and we can enjoy a significant advantage over the long term. So you've got to remember, there's no real – there's no direct relationship between our growth and necessarily our expenses because a lot of our existing expenses are variable in nature. Because we're low cost, we don't have a lot of indirect expense, right? So, we use whatever scale we can to help offset maturity related expenses. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Okay. Yeah, that's helpful. And then just a question for Matt Klein, and hopefully you'll decide to answer this. In an environment where you guys are growing 18% to 20% next year, assume industry capacity is up 3% to 3.5%, and pricing actions from your competitors are relatively stable, how would you go about forecasting your RASM in that scenario for next year? I'm not looking for guidance, just how you would think about forecasting it. Matt Klein - Spirit Airlines, Inc.: Well, certainly. So we'll be looking at where we expect to be adding new roots, where we expect to grow. Taking into account what the industry is doing in general and how the competitive nature looks in places that we choose to grow. I'm not sure I can really comment beyond that. Robert L. Fornaro - Spirit Airlines, Inc.: The thing I would add is, again, normally, with growth like that, it would naturally have a downward pressure on pricing. But I think we're actually in a very unique position. We've had basically nine quarters of downward movement on average prices. And, like I said, I think we've done enough things here that I believe, if we could have relived the two years, maybe we could have made some improvements. I think there are opportunities for us within our own markets to make some underlying improvements. And as, I said, I think you may still see the very, very low prices that we've had that may just be on Tuesday and Wednesday, but there's a lot of stratification of our demand across days which we think there's a real opportunity. Again, one thing that hasn't changed in 30-years in the business is Friday and Sunday remains the very best days. Never changed and there's a lot of opportunity for us when we run 90% load factors to enhance the average fares on those days without changing fares during the week. So there is, I think to the degree there is unique opportunity for us within our markets that perhaps we weren't tapping. So I think, we think the self-help creates a lot of opportunity for us, going forward. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Great. Thank you.

Thank you. Our next question on line comes from Hunter Keay. Please go ahead. Hunter K. Keay - Wolfe Research LLC: Hey, good morning, everybody. A little bit more on this bag fee commentary. Is that a decline in checked bag fees or carry-on bag fees or both? Or is one up and the other is actually down more? Kind of curious about that dynamic. And while you're talking about it, any other commentary you can give on what's driving any other ancillary streams, like maybe change fees or something like that in this low fare environment would be appreciated, thanks a lot. Matt Klein - Spirit Airlines, Inc.: Yeah. Certainly. We can address a little bit of that. The change in rate from our bag fees is generally across the board, both our check fees and our carry on fees have been impacted there. In terms of other categories, you are correct, we've made some changes to our change fee amounts and in addition to that we've just seen a take rate change as well on change fees. As fares continue to be depressed, although improving sequentially, still depressed, we're going to have issues where change fees may not make sense for all of our customers at all times. And then in terms of other categories, we have seen a decrease from, on a per passenger basis, from seat assignments, so that continues to be there and that's one of the opportunities, though, that we see rolling out over the next – well, we started to roll it out now. It'll take a couple of quarters to fully realize the value but we're starting our dynamic pricing capabilities there. We think there's a big scalable opportunity with that product. Hunter K. Keay - Wolfe Research LLC: Okay. Good. Thanks. And then, Bob, I think earlier this year – I'm surprised this hasn't come up yet on the call, but you made a comment, I don't know if it was like sort of an off-the-cuff comment or what about showing some interest in the C-series. Obviously, we know there would be a big cost headwind attached to that if you were to start flying multiple fleet types, but obviously you see some theoretical benefit worth investigating, at least around margins or revenue. So, was that just a function of things feeling really bad at the time, and now that things are stabilizing and getting better, that's probably lower on the priority list of studies that you would undertake? And in the event that you guys do decide to fly multiple fleet types, why should investors not just immediately freak out and assume it's a bad thing? Thank you. Robert L. Fornaro - Spirit Airlines, Inc.: I think, Hunter, it's a good question. Let's just think about, in terms of our fleet plan, again. We have a delivery stream that goes through, I believe, 2021. And without – let's say an additional order, I think in 2019 I think our growth will start dropping below 10%. So, I think if we want to maintain a high growth rate, we're either going to have to make a whole series of one-off purchases or look at further orders. So when you're doing that, I think you have to look at the whole landscape. And so, again, studying and actually acting on a decision are actually two different things. Right now, the marketplace is very competitive, and if you look at North America, and even South America, the low-cost sector, the true low-cost sector, is largely Airbus. And so the other manufacturers are ultimately going to be pretty aggressive. And so you have to weigh the opportunity of a new airplane, whatever incentives you can get, versus the inefficiencies of creating another fleet type. So, I don't think you ever want to dismiss competition. It's good for the consumers. In this case, we're a consumer, and we need to explore all the opportunities in the space. So we're just basically doing our job. It really is the right thing to do is to see what the competition will make available to us. So, I think it's – again, the airplane manufacturers, they're just as competitive as we are in the carrier space, and so we wanted to use the opportunity of this to listen to all sides. All right? Hunter K. Keay - Wolfe Research LLC: Yeah. Thank you.

Thank you. Our next question on line comes from Julie Yates. Please go ahead. Julie Yates - Credit Suisse Securities (USA) LLC (Broker): Good morning. Thanks for taking my question. And welcome, Matt and Rocky. Pretty impressive sequential improvement in Q4 unit revenues considering the headwinds. Assuming that Q1 benefits from the holiday return travel that's pressuring Q4 on top of the industry yield improvement and the self-help letters that you talked about, do you think Spirit can get back to positive unit revenues in early 2017? Robert L. Fornaro - Spirit Airlines, Inc.: Well, I'm looking over at DeAnne. She says no comment. I don't want to go out that far. Forecasting revenues beyond next month is treacherous, and it's always been. But I think again, if you look at the environment, there are – I think there's some tailwinds. The tailwinds are the fuel is coming up and we need to respond to that, right? That's number one. I think as I said, we are making changes and doing things within markets that we probably weren't doing before, so I think we'll be very competitive with anybody who sees revenue improvements next year. But, I think we're best off just trying to manage the process one quarter at a time. Julie Yates - Credit Suisse Securities (USA) LLC (Broker): Got it. Understood, Bob. And then just as a follow-up, can you remind us how to think about the impact of Easter shifting back into the second quarter in 2017? Is that a headwind to Q1 for you guys? Or is that a tailwind? Matt Klein - Spirit Airlines, Inc.: Yeah. Sure. It would be somewhat of a headwind. We haven't tried to value that specifically at this point. That's pretty far out for us in terms of booking curves. So we'll probably be able to give a little more guidance on that on the next call. Julie Yates - Credit Suisse Securities (USA) LLC (Broker): Okay. Robert L. Fornaro - Spirit Airlines, Inc.: I guess the one thing I would add is, to get the quarter changes. Generally, a later Easter is better for both months combined. The later Easter usually is – it'll improve both months. Obviously, sometimes the shift can go between March or April, but a late Easter is generally a positive for the first half of the year. Julie Yates - Credit Suisse Securities (USA) LLC (Broker): Okay. Helpful. Thanks, guys.

Our next question on line comes from Dan McKenzie. Please go ahead. Dan J. McKenzie - The Buckingham Research Group, Inc.: Hey. Good morning, guys. Matt, congrats on the new role. It's interesting you come into the role with a fresh set of eyes here, so I guess my question is similar. Where is the biggest potential on the commercial side relative to what you inherited? Is it on the network side or the IT side of the business and how does the overall travel proposition that Spirit offers need to evolve going forward? Matt Klein - Spirit Airlines, Inc.: Yeah, sure. So generally speaking we think there's a lot of opportunity in the way that we think about pricing and the way that we think about revenue management. Clearly, we have a lot of initiatives that we want to tackle on the IT side that are related to non-ticket revenue items. We think there's a lot of opportunity when we think about analysis and data and lots of opportunity that we have here to just to think about things in a different way. The team is very strong and definitely is very analytical. It's a matter of, are we looking at all of the data that we should be reviewing in terms of how we can move forward? And I think in the 10 weeks or so that I've been here, I think we've started to think about things in a little bit of a different way, specifically when we think about pricing for example. We're getting very good at tracking and digesting industry fare activity and from our perspective that gives us an ability to position ourselves to compete in a substantially more effective way and so it's things like that, that I think we're making big improvements on. It's a pretty exciting place, pretty exciting opportunity. Happy to be here for sure. Dan J. McKenzie - The Buckingham Research Group, Inc.: And Ted, is the potential acceleration in growth next year on the domestic or the international side of the business? Edward M. Christie - Spirit Airlines, Inc.: It's non-specific right now, Dan, but I would expect that it would track along with kind of the size of the network. Most of our opportunity over the last few years has been domestic for the most part. We have added some international flying, but you know, as Bob mentioned, international is about 12% of the network, and so the vast majority of our growth is going to be in the 88%. Dan J. McKenzie - The Buckingham Research Group, Inc.: Okay. Thanks. Thanks, guys.

Thank you. Our next question on line comes from Jamie Baker. Please go ahead. Jamie N. Baker - JPMorgan Securities LLC: Hey. Good morning, everybody. Bob, a question on how you intend to position Spirit within the industry. I mean for passengers and investors, you've made it clear. I'm wondering about the pilot perspective. On one hand, you may want to keep Spirit as sort of a springboard to more lucrative mainline flying, you know place where you move quickly into the left seat and then on to greener pastures. The other extreme you may want it to be considered the first and final place that pilots live out their career. So any one of us can draw conclusions on what happens in terms of future labor costs, but understanding how you feel Spirit should be positioned in the eyes of aviators could help us with that process. Robert L. Fornaro - Spirit Airlines, Inc.: Well, it's – Jamie, it's a good question. It's also a tricky question because we are in mediation and that process does take time. I think, again, as a starting point given the trends of pilot pay is moving up, and now we're towards the bottom with Frontier on the low end. And so we expect and believe our pilots deserve a raise, but we also have to look at some of the underlying work rules that go with the agreements. And I guess the one comment I would make is we think there's a lot of opportunities where our contract is deficient versus some of the other carriers in terms of work rules, in terms of some of the ability to run the airline. And we think and, quite frankly, we're willing to trade off increases for some of that flexibility that we should have. Again, our contracts were not written for the carrier that we've become. So we're not working off a blueprint. And so we think there's a real opportunity here for the company to get substantial benefit and for our pilots to get good increases. And I think, again, that will create some cost but perhaps not as much as you might expect because we think there's a lot of opportunity to reduce our pilot efficiency. Okay? Jamie N. Baker - JPMorgan Securities LLC: Okay. That's very helpful. I appreciate the disclosures. Take care.

Our next question on line comes from Stephen Trent. Please go ahead. Stephen Trent - Citigroup Global Markets, Inc. (Broker): Thank you, operator, and good morning, everybody, and thanks for taking my question. This is actually kind of more a question for Bob. Bob, your predecessor had kind of mentioned on a call some time ago when I asked about Cuba and kind of Cuba's longer-term potential as a destination for U.S. tourists, it was his view that we could see very important shifts in terms of how U.S. carriers plan capacity in the Caribbean basin. And I know in Spirit's case you guys, I believe, are only starting to launch flights in December but kind of wanted to get your longer term thoughts assuming we have a democrat in the White House again and normalization continues. Robert L. Fornaro - Spirit Airlines, Inc.: Sure. Well I'm not exactly sure what Ben's comments were so I kind of got to give you my thoughts. You know, first of all, for us, yeah, we're flying from Fort Lauderdale so it's kind of a short haul opportunity. Let's talk about the parameters. I think there's not much infrastructure there and it's going to be the Cuban operation for all carriers is going to be exceptionally high cost. So, I think it's going to be something that's going to develop over a long period of time. I think initially, it might take away a little bit from other Caribbean destinations. But again, I think you have to really kind of put it in perspective. It's not going to be a game changer in terms what it is, in terms of financial opportunity. I think it's new. For political reasons it's very, very unique but again, I think it's going to be, at least from our perspective, it's going to be something that we're going to approach very diligently and slowly. I mean, we are going with two flights. We got what we asked for. Over time, we will explore some of the other destinations within Cuba but there's going to be a lot of capacity coming in here very, very quickly and in general that's not a positive for those markets and that's exactly why we decided just to go with the two flights early. So, I think it's going to develop over time. And like I said it's – only time will tell. Again, it's a leisure destination, so you've got to put it in perspective of how big that opportunity can really be. Stephen Trent - Citigroup Global Markets, Inc. (Broker): Okay. That's great color. I really appreciate that. Thank you.

Our next question on the line comes from Savi Syth. Please go ahead. Savanthi N. Syth - Raymond James & Associates, Inc.: Hey. I just had a quick follow-up on the A319s. Ted, I think early on in the year you had mentioned targeting about 7 to 10 extensions this year, and it looks like you've gotten to seven. I was just wondering with the A319s, is that where you want the fleet to get? Or is there more to come as it's just kind of dynamic as the leases comes due? Edward M. Christie - Spirit Airlines, Inc.: I think it is more dynamic than that. We did see that we had somewhere in that dozen range that were set to expire over the next couple of years and those were the ones we tackled in this group. But you know, what we'll have to evaluate is that fleet type longer term and to Bob's point earlier we're in the process of a fleet planning exercise as we start to hit 2019/2020 that kind of thing. And so we'll be making longer term decisions over the next year or so, but for now we've kind of tackled this group and feel pretty good with where we've landed on that set. Savanthi N. Syth - Raymond James & Associates, Inc.: Got it. And then if I may just ask on the guidance that you provided, is there any assumption that like stage length will be either increasing or decreasing next year? Edward M. Christie - Spirit Airlines, Inc.: No. I mean, our stage has moved around not much over the last four or five years. It's hovered in the kind of mid to high 900s to just over a 1,000 miles and I would expect that it's not going to materially change from that. Savanthi N. Syth - Raymond James & Associates, Inc.: Correct. Edward M. Christie - Spirit Airlines, Inc.: So for now I wouldn't assume anything different than what you've seen from us and then we'll refine that as we head into the next call. Robert L. Fornaro - Spirit Airlines, Inc.: And just to add one thing, Savi, I mean, the stage length is a result. We don't necessarily target – we target routes and like I said certainly as we retain more A319s it's less likely to push up. If we were just going more towards A321s you'd see that number probably push over 1,000 miles. So we've been in this 990 area and like I said it's, the route mix will decide ultimately where it shakes out. Savanthi N. Syth - Raymond James & Associates, Inc.: That makes sense. It's helpful. Thank you.

We have a follow-up question from Joseph DeNardi. Please go ahead. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Yeah. Thanks. Bob, you mentioned uninterrupted trip expense. I think you referred to it as significant. Can you guys just quantify for us what that was in the quarter and maybe what it was last summer, third quarter? Edward M. Christie - Spirit Airlines, Inc.: Hey, Joe, it's Ted. Yeah. We've never really talked publicly about the number but, I would tell us this that on an annualized basis it's in the tens of millions of dollars. And it may average in peak periods as much as anywhere from $1.50 to $2 a passenger. And so when we're trying to tackle better operational performance and making the trade, as Bob said it, between perhaps utilization or how we fly the airline versus that bucket of money that's the trade we're talking about. And for now based on what we've seen thus far, that trade has worked to our advantage through the fall. So we're optimistic that, that will continue going forward. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Okay. Bob, would you care to comment on a per passenger basis, how does that $1.50 to $2 compare to what you guys had at AirTran? Robert L. Fornaro - Spirit Airlines, Inc.: I don't remember the AirTran number. It's dramatically higher. And just to think about it. If you look at the structure, again, our largest operation is Fort Lauderdale but, it's not geographically central, but if you have a large operation with 100 flights that creates the opportunity to kind of create the backups and actually at AirTran, AirTran had multiple interline agreements. So it's orders of magnitude higher, maybe 4 or 5 or 6X compared to what we had at AirTran. Again, it's a fairly big number. I think to some degree, it expanded as we began our push towards more Western destinations over time. We stretched out our operation geographically over the last couple years and it's actually put that number up. So, I think what you'll see over time as we build the route network, our ability to manage the network will be increased as well. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Thank you very much. DeAnne Gabel - Spirit Airlines, Inc.: Richard, we have time for one more question.

And our final question comes from Hunter Keay. Please go ahead. Hunter K. Keay - Wolfe Research LLC: Hey. Nice. Thanks. Ted, just a clarification, the 2017 ASM guide is 18.5% and the CASM-ex of flat is on that, so if you do go to 20% will there be some theoretical good guy to that CASM-ex number? Or would you be expecting some incremental costs with the new planes to kind of offset any theoretical benefit from that? Edward M. Christie - Spirit Airlines, Inc.: Yeah, we would expect some benefit as we – if we can get some increased utilization and/or some ASM production. I'm not prepared to commit today as to the scale of that but I think the comfort that we can give you, at least at this point, is that we're still on track with our long term guide into next year. The idea was to kind of allay some potential fears in that regard. Hunter K. Keay - Wolfe Research LLC: Okay. And then Bob, just to clarify, when you were talking to Jamie before, you said that the contract what you have with the pilots wasn't really designed for the airline you've become. I don't think you're that much different are you? I mean like what are you referring to when you say that? And when you talk about efficiency trade off, can you give us some examples of what you mean by that? Are we talking about like stick time? I mean, what are we talking about here? Robert L. Fornaro - Spirit Airlines, Inc.: You know, I'm not going to spend too much time recognizing that we're in mediation. So I'm definitely not going to talk about it too much but we've got 90 airplanes and we operate all across the country, perhaps versus an airline that used to operate casino junkets and was largely contained to the Eastern third of the U.S. So a dramatically different structure than we are today. All right? Hunter K. Keay - Wolfe Research LLC: Got it. Thank you. DeAnne Gabel - Spirit Airlines, Inc.: Well, thank you, everyone, for joining us today. That concludes our call. Thank you.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.