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

Hunter K. Keay - Wolfe Research LLC Duane Pfennigwerth - Evercore ISI Rajeev Lalwani - Morgan Stanley & Co. LLC Savanthi N. Syth - Raymond James & Associates, Inc. Brandon Oglenski - Barclays Capital, Inc. Helane Becker - Cowen & Co. LLC Joseph DeNardi - Stifel, Nicolaus & Co., Inc. Jamie N. Baker - JPMorgan Securities LLC Dan J. McKenzie - The Buckingham Research Group, Inc. Michael J. Linenberg - Deutsche Bank Securities, Inc. Kevin Crissey - Citigroup Global Markets, Inc. Michael Wayne Derchin - Imperial Capital LLC

Welcome to the First Quarter 2017 Earnings Conference Call. My name is John 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. And I'll now turn the call over to DeAnne Gabel. DeAnne Gabel - Spirit Airlines, Inc.: Thank you, John. Welcome to Spirit Airlines' first quarter 2017 earnings conference call. Bob Fornaro, our Chief Executive Officer, will give a few brief opening comments, followed by Matt Klein, our Chief Commercial Officer, who will review our revenue and performance and outlook. Then Ted Christie, Executive Vice President and Chief Financial Officer, will discuss our cost performance, followed by Bob with closing remarks. We will have a Q&A session for sell-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 the 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, April 28, 2017. There could be significant risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, including the Risk Factors discussed 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 first quarter 2017 earnings press release, which is available on our website, for the reconciliation of our non-GAAP measures. And, with that, I'd turn the call over to Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Thanks, DeAnne, and thanks to everyone for joining us. Earlier today, we reported our first quarter results. Throughout the first quarter, our team did an excellent job serving our customers while overcoming challenges caused by the tragic Fort Lauderdale airport event in early January, as well as dealing with various winter storms. Despite these and other challenges, we continue to make progress in improving our operational reliability. Our on-time performance, as measured by the Department of Transportation, improved 10.2 points year-over-year to 75.5% for the first quarter. While we still have a ways to go to reach our desired operational goals, this was a significant improvement year-over-year, and I want to thank the entire Spirit team for their contributions. I am also pleased to see that various revenue and route initiatives that began last fall are beginning to bear fruit. I believe that Spirit has great things to come as we improve the overall travel experience for our customers with operational reliability and friendly service and we drive higher shareholder returns by increasing unit revenues. So, to start, here is Matt to discuss our revenue performance and outlook. Matt Klein - Spirit Airlines, Inc.: Thanks, Bob. Total revenue for the quarter increased 10% year-over-year to $591.7 million on a capacity increase of 14.9%. Total revenue per available seat mile, or TRASM, for the first quarter 2017 decreased 4.2% year-over-year, primarily driven by the calendar shift of Easter, which we estimate accounted for 350 basis points of the year-over-year decline. In addition, we estimate the tragic Fort Lauderdale airport event and winter storm Helena together had a negative 75 basis point impact. We have seen some benefit from improved industry pricing trends, but the environment remains very competitive and we assume it will remain this way for the foreseeable future. Our lower cost structure coupled with our improving ability to yield manage our products positions us to compete well in this environment. We are keenly focused on driving revenue improvement through both our ticket and non-ticket initiatives, and we are encouraged by the results we have realized thus far. Throughout the first quarter, we continued to see success, pushing passenger yields up on stronger demand days and we expect to see this trend continue. As for non-ticket, we are seeing some initial benefits from our dynamic pricing of certain ancillary revenue streams, as well as some macro benefits as the overall pricing environment improves. Through these benefits, along with higher than expected take rates of certain items, we believe non-ticket per passenger segment will be slightly positive year-over-year for the second quarter. For proprietary and competitive reasons, we aren't sharing additional details about our initiatives, but based on the successes we are seeing and the trend year-to-date, we are encouraged by the momentum and optimistic about the returns, especially since even small increases flow directly to the bottom line. Throughout the first quarter, we saw good core TRASM improvements and had it not been for the Easter shift, we believe we could have held the positive year-over-year TRASM trend we saw throughout most of February into March as well. Turning to the second quarter of 2017, we estimate TRASM will be up 4.5% to 5.5% year-over-year, which includes the benefit of the Easter holiday shift. We estimate the benefit to the second quarter of the Easter shift is approximately 4 percentage points. The second quarter is expected to be the high-water mark for year-over-year TRASM improvement this year, largely due to the Easter holiday shift. Additionally, last year, the year-over-year decline in TRASM started to moderate by Q3, which makes for tougher TRASM comps in the back half of 2017. That said, we still believe TRASM will remain positive on a year-over-year basis throughout the rest of the year. With that, here's Ted. Edward M. Christie - Spirit Airlines, Inc.: Thanks, Matt. And thanks to everyone for joining us this morning. I also want to say thanks to all our team members. Their dedication and commitment to making Spirit better is appreciated. The numbers are now validating the story that we have been telling for the better part of the past year. Operational improvement drives customer satisfaction and stability to the cost structure, and that, along with improvement in our revenue management, is a recipe for success going forward. For the first quarter 2017, CASM ex-fuel increased 0.5% year-over-year to $0.0562, right in line with our expectations. In addition to higher depreciation and amortization driven by an increased number of heavy maintenance events and aircraft depreciation, we saw some pressure on other operating expenses per ASM from increased ground handling rates and increased operations at higher cost airports. These increases were largely offset by lower salaries, wages and benefits per ASM and lower aircraft rent per ASM. During the first quarter, we took delivery of three new A321ceo aircraft and two used A319 aircraft, ending the quarter with 100 aircrafts in our fleet. Getting to 100 aircrafts is quite an achievement for this airline, considering only six years ago at our IPO we were operating a fleet of only 35 aircrafts. We've become accustomed to successfully delivering on our high growth plans, and we don't often talk about how much planning, coordination and effort it takes to grow our fleet. So, I want to give a special acknowledgement to all the team members involved with making it happen. During the first quarter, due to lingering introductory performance issues with the GTF neo engine, we negotiated revisions to our 2018 A320neo aircraft order. We were originally scheduled to take delivery of four A320neos in 2018. We have converted two of these neo aircraft to A320ceo aircraft, which are scheduled for delivery in the fourth quarter of 2017 and have pushed the delivery of the other two into 2019. We are in discussions with Pratt and Airbus to reach an agreement that provides us with the consideration we need and that supports the neo fleet in both the short and long term. While the introductory performance issues have been frustrating, we do think the issues will be solved, and we will be very pleased with GTF engine. Given these changes, our gross CapEx for 2017 will now be about $865 million, of which $775 million is related to new aircraft. We have financing arrangements for all but four aircraft delivering in 2017. We ended the quarter with unrestricted cash, cash equivalents and short-term investments of $918.4 million, which is just under 40% of trailing 12 months revenues. Turning now to our second quarter guidance. The team was able to induct the two used A319s into service sooner than expected, so we were able to boost our 2Q capacity to 16.7% by adding some additional longer haul line (08:48). However, we are trimming our capacity estimates for the second half of 2017, in part due to the continuing performance issues of the neos as well as a few changes to our current maintenance schedule. We haven't finalized all the moving parts, but it's looking like our 2017 full year capacity will now be up 17% to 17.5% year-over-year. Based on actuals to-date and the forward curve as of April 20, 2017, we estimate our economic fuel price per gallon for the second quarter will be $1.76. For the second quarter 2017, we estimate our CASM ex- fuel will be up 3.5% to 4.5%. The largest cost headwind that we expect for the second quarter 2017 is higher depreciation and amortization, driven by an increased number of heavy maintenance events, as well as aircraft depreciation related to our purchased aircraft. Our slight reduction in our 2017 growth profile will pressure CASM ex versus the expectations we had in January. However, we are working on a number of items that we believe can offset that pressure and, therefore, maintain our outlook on CASM ex for full year 2017 of flat to down 1%. In closing, I want to say that I'm pleased with the efforts of our entire team to hold the line on costs. While Matt and his team are making good traction on the revenue front from our ticket and non-ticket revenue initiatives resulting in improved TRASM results, our core long-term competitive advantage comes from our cost advantage, and we must and will stay focused on improving our cost structure. This, coupled with ongoing operational improvement, will allow us to maintain or grow our cost advantage and continue to be the premier ULCC. With that, I'll turn it back to Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Thanks, Ted. The second quarter is shaping up nicely and we feel good about how we are positioned as we enter the peak demand period. We foresee good top line growth in the quarter ahead and remain focused on growing our cost advantage while improving our operations and customer service. With that, it's back to DeAnne. DeAnne Gabel - Spirit Airlines, Inc.: Thank you, gentlemen. 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. John, we are ready to begin with our first question.

Thank you. And our first question is from Hunter Keay. Hunter K. Keay - Wolfe Research LLC: Hey. Thanks. Good morning. Bob, what is the biggest advantage you've seen entirely that you can attribute to greater scale as you've gotten bigger? Robert L. Fornaro - Spirit Airlines, Inc.: Well, I think in terms of scale, I think in theory it can actually be in all areas. Over time, it should help us, I think, create a more stable network and actually lead to a better operation. In certain cities, if we continue to improve our reputation, it could give us slight improvements in revenue as well. But again, there tend to be some benefits no matter where you are in the food chain to delivering a good product well in a city. If you do that job well, the word gets around. You don't do it well, it can happen in reverse. But generally, we will, again, use our scale to position ourselves in key large cities, which we've done. It will allow us over time to build on the international network, particularly from Fort Lauderdale, and it will actually allow us to build over time presence in midsized cities. But it does create a bigger foundation. And again, if you look at – we have a breadth of areas where we can grow in terms of Los Angeles, in Texas, in Chicago. So, we like that kind of foundation. And like I said, we will use the scale to allow us to build more operational improvements going forward, which will help reduce our costs. Hunter K. Keay - Wolfe Research LLC: Okay. So, I guess, my follow-up there is – I know you're going to – the answer is probabl both, but if you had to pick one, would you say that scale benefits Spirit's business model more on the revenue side or on the cost side? Robert L. Fornaro - Spirit Airlines, Inc.: My guess, it would be on the cost side. But again, honestly, it depends on how the route network develops. But certainly, it helps us on the cost side. There's advantages to managing our costs. And I think, over time, if we construct the network properly, we can offer a better product and it will put downward pressure on, let's say, cost of interruption. Hunter K. Keay - Wolfe Research LLC: Okay. Thank you very much.

Our next question is from Duane Pfennigwerth. Duane Pfennigwerth - Evercore ISI: Hey. Thanks. Good morning. Bob or whomever, maybe you could just play back the revenue environment kind of this time last year, what you thought maybe you did sub-optimally specifically out into the June time period? Obviously, we've got a strong seasonal benefit here in April. But as you look beyond April into June specifically, what did you see in the revenue environment this time last year that creates a basis for positive thinking? Robert L. Fornaro - Spirit Airlines, Inc.: Sure. So, I'm going to start off and then I'm going to have Matt Klein finish because we made a lot of changes, particularly in that area, and a lot of that evolves around the time Matt joined the company in August. But if we went back last year, we were kind of still in a downward cycle of, I'd say roughly, call it, load factor at all cost, we were just driving load factor. And when you're driving load factor, you can possibly be suboptimal on revenue cap, you (15:20) put downward pressure on your average fares. And it was all part of this, again, the change in the environment where we were never matched on price to becoming aggressively matched. So, I think we were still in the throes of just trying to fill the airplanes. And I think as we eventually said, you start looking at it almost 2.5 years of downward pressure on revenue, and ultimately there was a sense that we were just suboptimal. And we basically started a change and I think it's really a mindset change. We've begun the process of, let's say, we still have very low fares, but it's no longer load factor at all costs. We are doing many things that, I would say, you might have guessed we should have been doing all along that will allow us the way we view markets, the way we manage fare increases, and the way we manage our revenues. But I'm going to let Matt take this – really the second half of the question because, as I've said, we're still growing very fast. And normally, our growth rates would depress unit revenues. So, all of the improvements or the bulk of the improvements are coming from initiatives that we are leading on our own. And that's a good place to be. But I'll let Matt finish up. Matt Klein - Spirit Airlines, Inc.: Sure. Thanks, Bob. I would say, generally speaking, Bob hit all of the high points there. What we're trying to do now is use our data and create better analytics around what we have. We've had some beginnings of success with that, and we're happy with where we are and where we're headed, more importantly. We're also bringing on some better technology in-house and that's allowing us to think about how we're doing things from a yield management perspective. And it's really been – we're encouraged, I would say, and we're in the beginning steps of continuing to improve. Robert L. Fornaro - Spirit Airlines, Inc.: And just one more comment. Also, it's not just how you manage your revenues. I think we are getting better and are getting very good at managing our capacity and really integrating our unit – our revenue management skills. And so, again, over time, the pricing environment today, which is a lot of price matching, you have to be more nimble the way you manage your schedules and I think you're going to see a lot more of that going forward. And you can do a lot of things in peak times that perhaps you have to manage differently in off-peak times. And so, I think you'll see going forward us being much more active the way we adjust our capacity either by month or by season. Duane Pfennigwerth - Evercore ISI: Thanks for that detailed response. And then just a quick one for Ted. On the neo engines, what do you get, if anything, beyond just the right to defer at no cost? It seems like if the supplier can't deliver on the schedule that they committed to that there should be something that you're due. And then as you look at the stream of neo deliveries, are all the engines committed at this point? Thanks for taking the questions. Edward M. Christie - Spirit Airlines, Inc.: Sure, Duane. So, first of all, we delivered the five aircraft last year that we had planned already. So, the deferral move that we did was just a – was a separate negotiation that the company felt was important to derisk its delivery stream going forward, at least into next year. We're optimistic that the issues with the neo, the GTF, are on their way to being resolved. We've installed an interim fix into the engine that we think is going to extend the on-wing life and we're working with Pratt as it relates to how we solve all of those issues from a scheduling perspective and commercially. So, the discussion ends up being a commercial discussion between the parties. Pratt is actively engaged with us and we're growing ever more comfortable that we're going to reach a resolution that we think works for the company both commercially and from a delivery timing perspective. Duane Pfennigwerth - Evercore ISI: And just on the second part, are all the engines committed in your order book? Edward M. Christie - Spirit Airlines, Inc.: Yeah. Sorry about that. Yes. We've made an engine selection for our forward neo delivery positions and we have chosen the Pratt engine. Duane Pfennigwerth - Evercore ISI: Thank you. Edward M. Christie - Spirit Airlines, Inc.: Yeah.

Our next question is from Rajeev Lalwani. Please go ahead. Rajeev Lalwani - Morgan Stanley & Co. LLC: Hi. Good morning. Hi. Can you hear me? Robert L. Fornaro - Spirit Airlines, Inc.: Yes, we can. Matt Klein - Spirit Airlines, Inc.: Yeah. Rajeev Lalwani - Morgan Stanley & Co. LLC: Great. Bob, based on your comments, it seems like you're not really seeing a reversal of the aggressive discounting from prior years. If that's the case, how can you manage sort of the PRASM environment in the back half of the year with RASM – with capacity rising and sort of keeping your RASM and PRASM in positive levels, if that makes sense? Robert L. Fornaro - Spirit Airlines, Inc.: So, again, let's kind of go – I actually – competition is part of the business. And again, you heard me talk about it. I believe perhaps what we saw in a few years was the abnormality and I think competition has been and will be part of the business going forward. So, you don't wait around and wait for things to change. There are adjustments. And there is certainly – again, change is going on in the industry. I know there's a lot of commentary about what American and United and Delta are doing on basic economy. We believe that they benefit, we will benefit. And because it ultimately leads to the same place, those are really basically – they're not new products, they're revenue management tools. And I've also said – I've looked at the numbers. Again, I was on the board for a while and I have a firm belief that if we could have take this three-year journey over again, we would've done better. And I think that's why we're seeing the improvements. And so, again, I spent a lot of time in my career in planning roles and, like I said, I think there's opportunity for us. Perhaps that's maybe not achievable by other carriers. These are unique to us because I believe we could've done better on that journey. Okay? Rajeev Lalwani - Morgan Stanley & Co. LLC: Yeah. And just a quick follow-up there. So, to the extent that the environment does start to improve and basic economy helps with some of the aggressive pricing behavior, we should look at that as additive to what you're already describing in terms of just a stable top line environment in the back half of the year. Matt Klein - Spirit Airlines, Inc.: Yeah. That's right. This is Matt. We would agree with that. Obviously, we'll have to see how the results come out, but that's our expectation and we expect, at worse, things will be neutral. If not and our expectation is they'll be slightly positive. Rajeev Lalwani - Morgan Stanley & Co. LLC: Very helpful. Thank you, gentlemen. Robert L. Fornaro - Spirit Airlines, Inc.: Okay.

Our next question is from Savi Syth. Please go ahead. Savanthi N. Syth - Raymond James & Associates, Inc.: Hey. Good morning. Robert L. Fornaro - Spirit Airlines, Inc.: Good morning. Savanthi N. Syth - Raymond James & Associates, Inc.: Just on the ancillary side improvements that you're seeing. Is that benefiting here from Easter as well or are you kind of gaining some confidence that things there have bottomed out and now it maybe perhaps you're at rate rising fares at least the peak periods that that – you're getting that recovery. Matt Klein - Spirit Airlines, Inc.: Right. So, it's not just Easter. We're pleased and encouraged by what we've been implementing. There's some dynamic pricing capabilities that we've been slowly testing and rolling out, and we're happy with the early returns on some of those activities, and we expect that to continue. We are seeing some macro benefits as our fares increase. That has a little bit of a boost as well to non-ticket rates. And, overall, we're encouraged with what we're seeing, and we expect to see it move. It's not just an Easter shift that's improving it. Robert L. Fornaro - Spirit Airlines, Inc.: And just to add another comment. Again, we expected this to turn this year. We actually thought it would probably be in the fourth quarter. It's happening much earlier. So, again, it's kind of where we felt we'd be, just a little bit earlier. Savanthi N. Syth - Raymond James & Associates, Inc.: Got it. That's helpful. And if I may ask, Bob, you've mentioned that you're not there yet on the operational goal. What's left? What more do you kind of want to accomplish and then what's the timing around that? Robert L. Fornaro - Spirit Airlines, Inc.: Well, there's actually a lot to accomplish. I think by the time we get to midyear, we will have dramatically cut our complaints, we'll have added 10, 11 points of our time. And the industry is running on time. In round numbers, the run rate is about 81%. And we're probably running about 2%, 2.5% above the average. We also have to decide where is the right place us to finish. What we want to do is we want to build our goals around our business. Quite frankly, we don't necessarily want to follow the path of the legacy carriers. We're going to figure out what's the right place for us. But we still have a lot of training to do. As I mentioned before, we've never given really the necessary – and provide the customer service skills. That takes time. We have a fairly large employee (26:06) workforce, 2,500 team members. And so, it's going to take a year, a year-and-a-half to really kind of get through that. And, also, I think at some point, when we eventually get in agreement with our pilots, we got to have work rules that work for this airline. And, again, there is a mismatch between the airline we run and some of our labor rules. And it's where we are today. And some of that additional improvements got to come from those agreements. You just really can't make it up, so you got to keep your efficiency. We want to provide a good product. We want to make it cost-neutral or to reduce our cost. So, it takes a lot of pieces. But, like I said, it's – and improving the brand will take much longer than improving the service levels. Again, I think, over time, as – in our past, we have been very focused on our brand or our position in the marketplace that that will take quite a bit of time to improve. So, it's – we're doing a lot better with our cost structure and our improvement. We're pretty formidable today. Competition was used to looking at Spirit being at the lowest point of every operational metric, and that's no longer the case. And so, I would say we're really on the move. But like I said, it's big moves that have already occurred, but there's a number of things that will need to occur over time to get us in the right spot. Okay? Savanthi N. Syth - Raymond James & Associates, Inc.: Okay. Great. Thanks for the insight. Robert L. Fornaro - Spirit Airlines, Inc.: All right.

Our next question is from Brandon Oglenski. Please go ahead. Brandon Oglenski - Barclays Capital, Inc.: Hey. Good morning, everyone. Thanks for getting me on the call. Robert L. Fornaro - Spirit Airlines, Inc.: Sure. Brandon Oglenski - Barclays Capital, Inc.: Bob, earlier you talked about some of the unique advantages to Spirit and that you're not too worried about the quote-unquote revenue management changes with economy basic. Can you just give folks the confidence on why a high-teens growth outlook for Spirit is going to be sustainable into the future? Robert L. Fornaro - Spirit Airlines, Inc.: Well, I can start and I'm going to let Ted follow up because he's been at it longer than me at Spirit. But I think managing the cost base, number one, is critical. And if you can manage the cost base and create an improving operation, quite frankly, it can put upward pressure on our unit revenues, which is ultimately very important. And I think we are much different than the traditional carriers and we are much different than in airlines like Southwest and JetBlue. For the most part, our costs need to be up and we don't have some of the traditional turf. And so widening that – the best ticket prosperity for this company is keeping that gap as wide as possible, and that's really the foundation. And putting quality on top just expands the foundation. So, part of it is, again, over time, it's to allow us to maintain and widen that gap. Edward M. Christie - Spirit Airlines, Inc.: Yeah. Brandon, it's Ted. What I'd add is as we evaluate the growth opportunity, the first box we check is what is the size of the opportunity and can we go and tackle it. And so, when we're thinking about mid-teens growth, the reason that we're looking at that is because there is an opportunity for us to go and get. The side benefits of that are that we get continued longevity to our cost structure and we believe that we can deliver significant return to our shareholders in doing so. How we manage the unit revenues during that time is obviously Matt's and my challenge, but we're comfortable that there is a large opportunity for us to pursue. And we think we're the best-positioned company to get that opportunity. I mentioned that we've reached 100 airplanes. We have positioned throughout the United States in both large and midsized and in leisure international markets that we think positions us best to capture the opportunity. So, the first thing we're looking at is what is that opportunity and that's why we've targeted the growth rate we targeted. Robert L. Fornaro - Spirit Airlines, Inc.: And I just want to reinforce the network. Big and small, we are the best positioned in the large markets. Sometimes you get the gate opportunities faster than you want or slower than you want, but we've got a strong gate position in Dallas, in Chicago, in LA, right here in Fort Lauderdale. And it allows us – again, the focus can be midsized markets. The flexibility is very wide, the large markets. And at some point in the future, we're going to start building on our international growth of which we have a very, very strong foundation, and our ability to begin to grow that really begins later this year and next year. So, we like the fact that the opportunities are diverse, combined with the cost structure. Brandon Oglenski - Barclays Capital, Inc.: I appreciate that, Bob and Ted. And, I guess, as you get bigger, though, should we be thinking that it's going to be harder to maintain those peak profits like we've seen in the past? Or is there a reason to believe that this formula works on a bigger scale and can still generate pretty decent margins? What's the outlook there? Robert L. Fornaro - Spirit Airlines, Inc.: Well, again, generally, we believe there's plenty of routes out there as long as we maintain our cost structure, and that's really the way we approach it. The capacity decision – it's high growth. That level can change over time, but right now it's – we're growing higher than 15%. But our target has been 15%. We've been above that for a number of years. And so, there's always opportunities to increase it or not, but – so that is something that we can adjust going on. We've actually added airplanes that were not in our fleet plan. We've actually kept airplanes that were planned to be returned to lessors; we've actually bought them. So, I think really it's an ongoing – it's really an ongoing process. But, I mean, right now, high growth, you don't necessarily tie it to a percentage point in growth. I mean, right now, we think there's plenty of opportunities that support high growth. Okay? Brandon Oglenski - Barclays Capital, Inc.: Appreciate it. Thank you.

Our next question is from Helane Becker. Please go ahead. Helane Becker - Cowen & Co. LLC: Thanks, operator. Hi team. Thanks for taking the time. Robert L. Fornaro - Spirit Airlines, Inc.: Hey, good morning. Helane Becker - Cowen & Co. LLC: The issues that you have with the aircraft engines, do you have enough spare aircraft to fly the schedule and continue to improve the operational reliability? Edward M. Christie - Spirit Airlines, Inc.: Hey, Helane. It's Ted. Yeah. So, what we've done through the summer is we've made adjustments to the schedule, as I alluded to in my comments, which is contributing to the slightly revised full year capacity guide. So, basically, we have two of those airplanes out of service and that's how we're comfortable that we have enough spare activity to support it through the summer. That, coupled with the fact that, as I said earlier, there is modifications that have been done to the engine that we anticipate will extend its on-wing life to a more reasonable expectation. So, we are comfortable that we have made the adjustments necessary to ensure that we have adequate support through the summer. Helane Becker - Cowen & Co. LLC: Great. Thank you. And then, Bob, can I just follow up on something that you said earlier? You said that – I think in answer to Savi's question, there's a mismatch between the airline you're running and the work rules the employees have. I'm wondering if you can, like, give us an example of that – of what you're talking about? Robert L. Fornaro - Spirit Airlines, Inc.: It's actually – it's a good – listen, the scheduling in general is probably the most complex area of an agreement. But if you look at the airports that Spirit operates, in for the most part, we're in most of the difficult markets in the country, number one. And generally, if you look at weather, weather tends to get worse as you move West to East, okay? So, that's really the core of where we operate. And when you're dealing with weather or pop-up thunderstorms, wherever they may be, we don't have some of the flexibility the large carriers have. They can cancel a regional flight and they can repair their flight. We can't do that. We don't have those opportunities. So, our ability to recover is much more limited than the traditional carriers, again, to recover, to repair. Some of those things we can prove over time as we get larger. We can build more opportunities to swap our airplanes in various cities. But for the most part, it's dealing with the things that are unpredictable, but happen virtually every day. You just don't know when they're going to come. You need a lot of flexibility to do that. And like I said, the foundation of our agreements was put together 13, 14 years ago when we were a very, very tiny airline and dramatically different. So, it's just a matter of everybody taking stock in how we really operate today. And that's actually a big – that flexibility is critical. Again, for the most part, the air space has not improved. The carriers have reacted by putting more block time in, building more flexibility in. But ultimately, you need flexibility to handle the unpredictable, which happens – again, it happens every single day. Okay? Helane Becker - Cowen & Co. LLC: Yes. That's very helpful. Thank you very much. Thanks for the time.

Our next question is from Joseph DeNardi. Please go ahead. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Yeah. Thank you very much. Matt, I just want to talk a little bit about the kind of your focus on driving fares higher. How do you balance kind of the desire to get the fare higher while maintaining the strategy of stimulating demand and kind of your reputation as a low-cost provider? I mean, I guess, you guys are in kind of the low 50s base fare now. It used to be at $80. Like, is there a number that you want to get to that's the right number? Matt Klein - Spirit Airlines, Inc.: Joe, I wouldn't say there's a specific number that we want to target on a system basis. What we're taking steps to do is still stimulate market, stimulate new travel, of course, but do that in a more surgical and strategic way. And targeting that kind of stimulation on off-peak days of the week works really well for us, and then driving up the yields when we can and where we can on peaker travel flights, quite frankly, is really where the leverage can sit. Having said that, even on off-peak days of the week, we've implemented some more surgical thought around when do we go all the way to certain kinds of really low levels and making sure that we're doing that more strategically and not just, say, across the board when it doesn't really drive any extra traffic. As you know, there's a lot of elasticity for us. And what we're trying to do is make sure we drive that traffic, but not necessarily have to do it at levels that are below what the market will bear. And that's really what we've been working on over the last six to eight months. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Okay. Okay. And then, Ted, I think given all the focus on the revenue side, maybe the cost performance you guys have been able to deliver gets overlooked a little bit. So, I'm just wondering if you could talk about kind of the benefit of running a better operation, is that a net positive for CASM and is that one of the good guys for the year that's allowing you to keep CASM guidance the same despite the lower growth? Edward M. Christie - Spirit Airlines, Inc.: Thanks, Joe. Yeah, as we indicated when we started moving the operation forward at the earlier mid part of last year, we speculated that the effect on that would be CASM neutral. So, whatever investments or changes we needed to make to the network to support the operation we felt would bear fruit in lower disruption-related expenses for our customers and for our crew members, our team members. And now a year into that, given where we guided our CASM to last year and our views on it thus far this year, I think you can surmise that that experiment has been a success. Refining it down to the best answer will take us some time. As Bob alluded to earlier, we still have work to do from continual improvement in our operating performance. But John Bendoraitis and the team are doing a great job at focusing on the details. And that we know will lead to – it does lead to changes in line items that I can actually see in the P&L. And so that's why I'm comfortable when we say that it actually is a positive move. Joseph DeNardi - Stifel, Nicolaus & Co., Inc.: Thanks, Ted.

Our next question is from Jamie Baker. Please go ahead. Jamie N. Baker - JPMorgan Securities LLC: Hey. Good morning, everybody. You've been competing against Delta's basic economy products for well over a year now – I guess, close to two years. I'm wondering as American and United have gradually begun implementing their iteration of this. Obviously, only a handful of overlaps with you (41:52) at this point. Has the RASM impact been any different than when Delta first executed and how would you characterize that impact, if any? Matt Klein - Spirit Airlines, Inc.: Hey, Jamie. This is Matt. Thanks for the question. Generally speaking, every market has its own unique traits and characteristics, whether it's basic economy market for United, Delta, American or not a basic economy market. The characteristics that sit in every market are going to be different. I'm not trying to necessary sidestep your question, but the reality in that every market is going to be different and the fact that new products come into a market or new pricing structures come into a market, that all has to play into the grander scheme of what's going on in that market, that city, in general. So, it's a little hard to answer that question on a specific basis. Jamie N. Baker - JPMorgan Securities LLC: Okay. Matt Klein - Spirit Airlines, Inc.: So, really, each market acts in its own way. And it's kind of hard to answer that without talking about things that we're just not comfortable talking about publicly for competitive (43:04). Jamie N. Baker - JPMorgan Securities LLC: Sure. But in broad strokes, the way that United and American are going about this, it doesn't sound like it's any different than how Delta went about it in your markets, in other words. Matt Klein - Spirit Airlines, Inc.: I would tend to agree with that statement. Yes. Jamie N. Baker - JPMorgan Securities LLC: Okay. And as a follow-up to some earlier lines of question, but maybe coming at it at a little bit different angle. With the vast majority of second quarter's RASM gain being Easter-related, if we normalize for that, given the tougher second half comps, your comment that you expect RASM to be positive in the second half. What's giving you the confidence to guide there? And, more specifically, I'm just wondering if the comment is more of a takeaway about the industry or your guidance or your confidence is more specific to some of your own internal initiatives? I'm not pushing back on the guide at all. I'm just trying to better understand your thought process. Robert L. Fornaro - Spirit Airlines, Inc.: Jamie, this is Bob here. I mean, the industry ultimately is going to do what it wants to do. And, I guess, I think there is generally positive movement in the industry anyway. And, quite frankly, it may well be that we have something to do with it. But, again, we actually I think had been beginning to see improvement – and it really started in the third quarter of last year. These things are not straight lines and they can move around in one – it's not dependent on one – I think there's upward pressure opportunities within the industry. And I actually think we have a few more. Because when I started at Spirit 15 months ago, to be honest with you, I thought there was things that we were doing and we weren't. And as we began to dig, I realize there was opportunities that you would not normally have expected. And so, we took the big brunt from the midpoint of 2014 and which sort of wraps (45:32) for almost 2, 2.5 years. And I think a lot of it, I believe, we could have improved on if we had some of the basics that I would consider basics. And some of those things already exist in other carriers. So, I actually – I believe there's upward opportunity in our markets. And now whether that translates across the entire industry, again, we're still – we have a very impact. But we only have – we don't have a lot of markets. We have 100 airplanes. We're in mostly big markets. We don't have the breadth perhaps of some other carriers. So, there are things that can happen outside our markets independent of us. But I think the trend here is we – like I said, we are willing to move away from, let's say, a load factor at all cost environment to a total revenue maximization. And I would say that's probably what we should be doing – should've been doing all along. Edward M. Christie - Spirit Airlines, Inc.: And Jamie, this is Ted. The only thing I'd add is Matt and the team were all engaged in making changes – fluid changes to the way we approach both managing the ticket side of the business and the non-ticket side of the business. And so, the comfort that we have in our trajectory is around the fact that these changes have not yet all been implemented and the traction that we're seeing I think is positive because, as Matt mentioned in his comments, we're anticipating seeing positive movement on the ancillary side of the business this quarter, too, which quite frankly is earlier than we expected. So, the changes the company – we are making real changes and they are taking effect. And I think that's where we get the level of confidence that we feel. Jamie N. Baker - JPMorgan Securities LLC: Got it. I appreciate the color. Take care. Have a good weekend.

Our next question is from Dan McKenzie. Please go ahead. Dan J. McKenzie - The Buckingham Research Group, Inc.: Hey, thanks. Yeah. Good morning. Robert L. Fornaro - Spirit Airlines, Inc.: Good morning. Dan J. McKenzie - The Buckingham Research Group, Inc.: Matt, if I could just follow up on the last question here, does the revenue outlook in the second half of the year take into consideration that Southwest is early-retiring 79 737 Classics? And maybe you can remind us what percent of Spirit's revenue is overlapped by Southwest and how that may or may not be a tailwind in how you're thinking about the second half revenue outlook? Matt Klein - Spirit Airlines, Inc.: Yeah, Dan. You can count overlap a number of ways, but we either have a 35% or – first of all, there's so few carriers you end up with, we have a high overlap with everybody except Allegiant and, let's say, Alaska and Hawaii. But for the most part, we've got a 30%, 35% direct overlap and maybe a 50% to 60% indirect overlap with Southwest. And I think to the best we can, I think we see the Southwest schedules are all loaded. And I think to the best we can, we think we have taken into account what they're doing. And there's been a lot of conversation about the their growth in Fort Lauderdale. Again, we've been growing more than double-digit in Fort Lauderdale as well for the past two years. There is a lot of – again, a lot of Southwest growth. Much of it or actually very little of it is going to impact us. There's a lot of international cities that we're not in. And when you want to look at Fort Lauderdale in total, the total region is actually growing below 5%. Most of the growth is in Fort Lauderdale. For the most part at least this year, there's not a lot of capacity growth in Miami. So, if you take the whole region, and there is crossover, especially – there is crossover for these customers, the total Miami area market is going to grow maybe round numbers about 6%, 6.5% this year, maybe not even that much. But we see where their increases are. And like I said, in any given year, one part of the market's going to be up and some other part of the market is going to be down in capacity. So it's just the way it is. When you're growing at our rate, you're going to see some markets and any given year could have slightly elevated capacity, and then next year you're going to see a drop off. So, I think it's fairly predictable and I think we're pretty comfortable with what we see going forward. Dan J. McKenzie - The Buckingham Research Group, Inc.: Thanks, Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Okay. Dan J. McKenzie - The Buckingham Research Group, Inc.: And then really just to (50:44) follow up with a second question here. I hear you guys loud and clear on mid-teens growth and the opportunities that you're seeing. But I'm still trying to reconcile the overcapacity in the off-peak periods because it doesn't seem like it's going to go away. And what I think I'm hearing this morning is that better data analytics, a surgical approach to off-peak flying, and a willingness to adjust capacity by month here are some of the tools you can use. So, apologies here for kicking the dead horse, but I'm still trying to reconcile how you can pull back flying by month and still execute on mid-teens growth. Is it simply the adjustments in the off-peak periods that are needed are just not that great, so it doesn't really move the overall needle on full year growth? Or is it perhaps more flying in the off-peak periods to leverage that strength? Robert L. Fornaro - Spirit Airlines, Inc.: So, again – so, let's go back. Again, the revenue profile is different at Spirit than it is, let's say, Delta or American. At a traditional airline, Saturday is generally a weak day. An airline like Spirit, we're mostly leisure, it's better than average. But most of the weakness tends to be on Tuesdays or Wednesdays and in off-peak periods. We have a different profile because we don't have those hardcore business flyers that other carriers rely on. So I think in months like September or October and January, we would need to make adjustments. At the same time, there's no adjustments that are needed in July, in June, in August. So, for a couple of months, from a profitability perspective, what you end up doing is – like I said, you don't lose all the business. You can push some of that business to other days and increase your yield, and you got to take a whole series of factors in. But reality is, because the revenue environment is more competitive, you need to do things like this. Again, several years ago, if we weren't being matched in September in competitive markets, those changes were not necessary. So, you're just going to see us be a little bit more nimble, and I think we can produce very high P&Ls. Again, what we're seeing is – Ted made a comment last – in the first quarter. You'll see, again, good profits in Q1 and Q4 and very big profits Q2 and Q3. That's following the traffic cycle. And like I said, over time, perhaps we can increase our utilization in the summer as we begin to improve the operation. But I think, again, you have to take what the market gives you. And what the market gives us today is, again, high utilization in most months of the year, but slightly reduced weekday capacity in off-peak times. Dan J. McKenzie - The Buckingham Research Group, Inc.: Thanks, Bob. Robert L. Fornaro - Spirit Airlines, Inc.: Okay.

Our next question is from Mike Linenberg. Please go ahead. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Yeah. Hey. Just two quick ones here on capacity. Ted, you had given us the new range of 17% to 17.5% of the year. And, obviously, it's a function of some movement of aircraft. Previously, I know the forward schedule had a bit of a bump-up in the third quarter. It looked like you were going to grow around 23% and then move back to kind of 16%, 17% in the fourth quarter. Has that been smoothed out now with this change in the deliveries? Edward M. Christie - Spirit Airlines, Inc.: No. What you're looking at right now that's loaded is going to be – we'll still have some refinements left to do. So, there will be some tweaks, but it's close. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Okay. So, let's say, it's still in the low 20s. Your commentary recently or earlier on the call about that you anticipate TRASM will be positive in the latter part of the year. That would be also on a quarter by – looking at both the third and fourth quarter. Is that fair or...? Edward M. Christie - Spirit Airlines, Inc.: That's right. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Okay. Great. And then my second question to Bob, you've talked about opportunities throughout LAX, Chicago, Texas. I see where you have space at Texas, but the last I checked, it looked like that you were almost full up in Chicago on gate space, and it seemed like the same with LA. I don't know with the big move at LA, maybe you're going to get a little bit more gate space. Maybe you've identified another gate or two in Chicago. Is that what you were alluding to or is it just being more efficient with the current assets that you have presently in those airports (55:41)? Robert L. Fornaro - Spirit Airlines, Inc.: Well, again, to go back to LA, I mean, we had a big increase in capacity last year. And like I said, unfortunately, all the gates come at one time. We would've rather had one gate a year rather than three. So, for us, you got to take the opportunity when you get it, but we'll have set capacity there. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Okay. Robert L. Fornaro - Spirit Airlines, Inc.: In Chicago, we are fighting for the next gate. As you might have guessed, the incumbents are working hard to make sure we don't. And that's just what you expect in the business. That's just the way it works. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Yeah. Robert L. Fornaro - Spirit Airlines, Inc.: But I think we're either creating opportunities ourselves, we're going to make sure we're first in line. And like I said, we're willing to vary the growth plan depending on where the opportunities come. So, again, we secured the opportunity in that we think we'll arrange our LA capacity to suit our needs over time. But when all the gates we got at one time, we had to jump in. You'll see the profile of our flying change over time. We're pushing in Chicago. We will begin to do a few things in Fort Lauderdale as the international capacity again opens up. So, I think, again, we have those opportunities and obviously good markets for us continue to be Orlando and Las Vegas, which are, I'd say, traditionally good markets for leisure carriers. Michael J. Linenberg - Deutsche Bank Securities, Inc.: Great. Very good. Thanks, Bob. Thanks, Ted.

Our next question is from Kevin Crissey. Please go ahead. Kevin Crissey - Citigroup Global Markets, Inc.: Good morning. Thank you for the time. Bob, there's been a number of executive changes ranging in all the way up to the executive team. How do you feel about where you are in your kind of mid management all the way up to executive management team? Are you all set there or is there a bit more to do? Robert L. Fornaro - Spirit Airlines, Inc.: I think we're in good shape. And, again, I wasn't unfamiliar with the team, with Spirit. And like I said, we've made a number of changes, I'd say, most notably (58:18) obviously, you look at where we are in the operation, we had some very good people, we have supplemented those people. In terms of IT, in many ways, we really have lagged where we want to be and we see a lot of initiatives rolling out. And I think probably in many ways more important, we've made very big changes in revenue management. We have some very good people and we've combined it with a few new faces. And I think actually, it's given us a lot of confidence. So, we feel pretty good, really, about really where we are. We've got a very, very good foundation. And like I said we're – but more importantly, I think it's not only bringing in new people. I think we work very closely together and this business is highly integrated. It needs to be. And I think the people at Spirit are working closely together than ever because, again, it's a centralized function, and everybody really basically needs to be linked. So, it's a matter of having all departments being able to carry their own weight then ultimately putting together in a common direction. So, I think we're in pretty good shape in that regard. Kevin Crissey - Citigroup Global Markets, Inc.: Okay. Thank you. And a follow-up question. Understanding that service levels are important and assuming you get your service levels to where you want to. You mentioned that the brand is going to take longer to catch up, and I can understand that. But, I guess, the question I have is what is the value of a brand in the airline space? I worked at JetBlue and we clearly were thinking about brand consistently, but investors maybe don't value a brand in the airline space quite as much. So, if you could talk to what the value is of brand. Robert L. Fornaro - Spirit Airlines, Inc.: Well, so – and I'll let Matt Klein answer the question. I'd just kind of give you a voice (01:00:28) from a top level. I think – so, for us, and I actually think you actually saw it play out at Spirit, which is why, again, I feel very comfortable that we can grow our average fares no matter what the industry is doing. For a very long period of time, we didn't run a good airline. We had a lot of complaints, and complaints live forever out there and you build a reputation. And when we were matched aggressively, there was really nothing to fall back on. And I think it created an environment we just had to fill the airplane. And eventually, what that did was, over a period of time, our average fare dropped from, let's call it, an elevated level, almost $35. That's a very big drop. And we had to put a stake in the ground and put a floor under that. And you do it by trying to reduce avoidance. And there's big advantages to being able to sell up and not sell every ticket at the absolute lowest price. And you also got to keep it in perspective because sometimes airlines, in the name of the brand, will create elevated cost structures that they can't be compensated with. So, for us, we want to run a good airline. The average on-time performance in this industry – I bet the highest ever is about 81%, 82%. If you can run within that pack within a few points, you're running a pretty good airline. Very convinced that customer doesn't see the difference between 81% and 84% or 80% and 78%. So, you have to really decide and you've got to tie performance to your revenue streams, not somebody else's. So, as carriers review their products, they need to review what their business strategies are, and that's the way we did it (01:02:32). You tie it to your business strategy and your ability to earn. So, for us, that means we need to run better, we need to reduce avoidance, and we need the ability to sell up a little bit at the end when we only have a few seats available at the airline. And I'll let Matt finish up on that. Matt Klein - Spirit Airlines, Inc.: That's right. So, generally speaking, brand and logos of brands evoke emotion. And what you want to be able to do is, as time – at least what we're trying to do, as time moves forward, is make sure that that emotion is viewed in an extremely positive way and customers become brand advocates and speak positively about Spirit. And as that occurs, then all of the benefits that Bob is alluding to come with that, and that takes time. It takes time to make sure that we can get the word out and that people listen to our message. And as we pivot and refresh on a consistent basis how we speak to customers, we expect as our messaging can become more and more positive, that will evoke the right kind of emotions that lead to the soft benefits that Bob's referring to. Kevin Crissey - Citigroup Global Markets, Inc.: Thank you very much. Robert L. Fornaro - Spirit Airlines, Inc.: Okay.

Our next question is from Mike Derchin. Please go ahead. Michael Wayne Derchin - Imperial Capital LLC: Hello. Hi, gang. One of the advantages of being an old-timer is that I remember when Southwest ran into problems back in the 1980s with American's Ultimate Super Saver. And then Ryanair later on ran into its problems when the network guys kind of counterattack. And in both cases, both models clearly were strong enough to not only resist the problems, but be extremely successful. I kind of look at your company in a similar way. You've gone through over the last couple of years a pretty dramatic change from not being competed with, with with being competed with, and it seems like you're doing a lot of the right things to get on track. And I just wonder – again, looking at this whole ultimate or UCC kind of model, which is a lot more successful in Europe than it is here in North America. I'm just wondering if you still feel that that growth potential is still very much in North America and with you guys. And is there any reason why structurally you can't be as successful with that model here as they have been, let's say, in Europe? Robert L. Fornaro - Spirit Airlines, Inc.: Well, Mike, listen. First of all, let's go back to the first point. All businesses need to adapt because, again, things change, and that's basically really what we're doing. What got Spirit to, in a very unique way, really position the company was an opportunity following a lot of the M&A activity and created opportunities. It's evolving. We're a more formidable company. People now react to us. And, quite frankly, it forces you to be better at everything that you do. And that's just evolution. And companies need to adapt. They need to make sure that they're constantly doing that. I think in terms of us – I mean, the foundation for a carrier like us still ultimately has got to be cost-driven because if you – you can tie it into the last question, if it becomes all brand for brand's sake and you ignore some of the fundamentals, it doesn't end well. So, you got to keep these things in balance. Okay? And I think, for us, maintaining the cost structure and creating diverse route opportunities will allow us to grow consistently and I think probably more so than other low-cost carriers. Again, we're well-positioned in the big cities, much better positioned in the big cities than the other low-cost carriers. Midsized cities become an opportunity for us. And internationally, there's a huge opportunity, which we really haven't in our focus in the last couple of years and we now have the opportunity to access that again. So you got to have the growth opportunities and you got to have the foundation. So I think for the foreseeable future, we think we can continue at this pace. Michael Wayne Derchin - Imperial Capital LLC: Thanks very much. DeAnne Gabel - Spirit Airlines, Inc.: John, with that, we are out of time. But thank you, everyone, for joining us today.

Thank you, ladies and gentlemen. That concludes today's call. Thank you for participating and you may now disconnect.