What the changes say
- Geopolitical conflict, international route regulation and future tariffs add new external threats to Frontier’s network.
- Pratt & Whitney GTF inspections and FAA requirements could affect aircraft deliveries, alongside existing Airbus and engine concentration.
- Climate rules, SAF scarcity, ESG spending and OBBBA tax changes highlight rising cost and compliance exposure.
- The filing removes standalone discussion of fuel hedging, staffing and supplier shortages, labor negotiations, controlled-company status and ethics compliance.
What changed since the prior 10-K
New
- NewRisks Related to Our Industry
from the war between Russia and Ukraine and the conflict in the Middle East, it could have a material adverse effect on our business, results of operations and financial condition
Russia-Ukraine and Middle East conflicts could materially disrupt Frontier’s business, operations or financial condition.
- NewRisks Related to Our Industry
continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulations
DOT enforcement and foreign-government rules, air-service agreements, market access, slots and approvals could restrict international operations.
- NewRisks Related to Our Industry
increases beyond the current capacity of SAF production efforts, we may need to pay a significant premium for SAF above the cost of traditional fuel
Climate regulation and limited SAF production could require costly emissions measures or force Frontier to pay premiums for sustainable fuel.
- NewRisks Related to Our Industry
our business, results of operations and financial condition, and violations thereof can lead to significant fines and penalties, among other sanctions
Fuel-consortium liabilities, regulatory violations and disruptions from congestion, shutdowns, weather, disease or aircraft issues could harm operations.
- NewRisks Related to Our Business
aircraft or CFM International or Pratt & Whitney engines, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or engines
Pratt & Whitney PW1100 GTF inspections, FAA directives and redesigned engines could increase maintenance requirements or delay future aircraft deliveries.
- NewRisks Related to Our Business
suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us
ESG initiatives may require ongoing investment, fail to satisfy investors or consumers, damage Frontier’s reputation and increase costs.
- NewRisks Related to Our Business
and any excise tax imposed on any repurchases of our common stock made after December 31, 2022 may adversely affect our financial condition in the future
The 2025 OBBBA changes to bonus depreciation, interest deductions and international taxation could worsen Frontier’s future tax burden.
- NewRisks Related to Our Business
European Union announced an agreement to suspend the imposition of the foregoing tariffs on commercial aircraft and related parts for five years
Future U.S.-EU tariffs could raise costs despite the 2025 agreement exempting commercial aircraft and parts for five years.
Dropped
- DroppedRisks Related to Our Industry
elect to or be required to implement in the future, or the effect thereof on our business, which could cause us to lose or experience difficulties hiring qualified personnel. If we are unable to hire, train and retain qualified employees, our business could be harmed
- DroppedRisks Related to Our Industry
increased fuel prices and could have a material adverse effect on our business, results of operations and financial condition
Retention of senior management and other key employees, including disruption to morale and operations.
- DroppedRisks Related to Our Industry
emissions, either due to direct regulation on us, regulation on our suppliers or others in our value chain, or otherwise. Such activity may also impact us indirectly by increasing our operating costs, including fuel costs
- DroppedRisks Related to Our Industry
several among the participating airlines. Any costs (including remediation and spill response costs) incurred by such fuel consortia could also have an adverse impact on our business, results of operations and financial condition
- DroppedRisks Related to Our Industry
or in the future and the resulting instability may have a material adverse effect on our business, results of operations and financial condition
Fuel-price exposure, absence of fuel cash-flow hedges and uncertainty over future hedging effectiveness.
- DroppedRisks Related to Our Business
remain competitive or that any new agreements into which we enter will not have terms with higher labor costs or that the negotiations of such labor agreements will not result in any work stoppages
- DroppedRisks Related to Our Business
staffing shortages, we or our third-party service providers will be able to timely source all of the products and services we require in the course of our business, or that we will be successful in procuring suitable alternatives
- DroppedRisks Related to Owning Our Common Stock
We are no longer a “controlled company” within the meaning of the Nasdaq Stock Market rules. However, we may continue to rely on exemptions from certain corporate governance requirements during the applicable transition periods
- DroppedRisks Related to Owning Our Common Stock
on gender, age, race or religious affiliation), sexual harassment, privacy, patent, commercial, product liability, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings
Customers flying less, choosing greener airlines, using virtual meetings or switching to high-speed rail.
Reworded
- 85% rewrittenRisks Related to Our Business
Increased labor costs, union disputes, employee strikes and other labor-related disruption may adversely affect our business, results of operations and financial condition
Labor costs remained 26% of operating costs, union representation fell from 87% to 86%, and negotiations narrowed to pilots, flight attendants and technicians.
- 77% rewrittenRisks Related to Our Industry
If we are unable to attract and retain qualified personnel, including our senior management team or other key employees, at reasonable costs or fail to maintain our company culture, our business, results of operations and financial condition could be harmed
The risk now adds potentially higher wages and benefits, future employment policies and maintaining company culture as retention challenges.
- 74% rewrittenRisks Related to Our Industry
Risks associated with our presence in international emerging markets, including political or economic instability, and failure to adequately comply with existing legal requirements, may materially adversely affect our business, results of operations and financial condition
The international-markets risk removes the specific Haiti flight suspension example and more broadly describes instability in current or future markets.
- 73% rewrittenRisks Related to Our Business
We depend on a sole-source supplier for our aircraft and two suppliers for our engines
No substantive change is visible: Frontier still depends on Airbus A320-family aircraft and CFM International and Pratt & Whitney engines.
- 71% rewrittenRisks Related to Owning Our Common Stock
We may become involved in litigation that could have a material adverse effect on our business, results of operations and financial condition
The litigation discussion now expressly includes employee lawsuits involving labor, ERISA and disability claims, in addition to prior categories.
- 63% rewrittenRisks Related to Our Business
U.S. tax legislation may adversely affect our business, results of operations, cash flows and financial condition
The excerpt continues discussing IRA corporate minimum tax and stock-repurchase excise-tax exposure; no specific substantive change is visible.
- 59% rewrittenRisks Related to Our Business
Our ability to obtain financing or access capital markets may be limited
The filing replaces the prior 187-aircraft and 11-engine figures with financing details, including 2025 sale-leaseback financing cash flows of $441 million.
- 47% rewrittenRisks Related to Our Business
Our business remains dependent on select large markets and increases in competition or congestion or a reduction in demand for air travel in these markets would harm our business
Atlanta is now a significant market; flight concentration is 21% Denver, 17% Orlando and 16% Atlanta, with both Orlando and Atlanta leases expiring in 2026.
Was: Although we have significantly reconfigured our network since 2013, our business remains dependent on select large markets and increases in competition or congestion or a reduction in demand for air travel in these markets would harm our business
- 46% rewrittenRisks Related to Our Industry
There has been significant consolidation within the airline industry and, in the future, there may be additional consolidation. Business combinations could significantly alter industry conditions and competition within the airline industry and could enable our competitors to reduce their fares
- 46% rewrittenRisks Related to Our Business
We are highly dependent upon our cash balances and operating cash flows
- 45% rewrittenRisks Related to Our Business
We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or systems or any failure on our part to implement any new technologies or systems could materially adversely affect our business
- 45% rewrittenRisks Related to Our Business
We rely on third-party specialists and other commercial partners to perform functions integral to our operations
- 45% rewrittenRisks Related to Our Industry
Future public health threats or outbreaks of disease, including pandemics similar to the COVID-19 pandemic, as well as measures to reduce the spread of such disease and the related economic impact, could have a material adverse impact on our business, results of operations and financial conditions
- 45% rewrittenRisks Related to Our Business
Our business could be materially adversely affected if we lose the services of our key personnel
- 44% rewrittenRisks Related to Our Industry
A decline in, or temporary suspension of, the funding or operations of the U.S. federal government or its agencies may adversely affect our future operating results or negatively impact the timing and implementation of our growth prospects
- 43% rewrittenRisks Related to Our Business
We rely on our private equity sponsor
- 36% rewrittenRisks Related to Our Business
We may be subject to competitive risks due to the long-term nature of our fleet and order book which commits us to Airbus aircraft and the engines available for such aircraft for a substantial period of time into the future
- 35% rewrittenRisks Related to Our Industry
Restrictions on, or increased taxes applicable to, charges for non-fare products and services paid by airline passengers and burdensome consumer protection regulations or laws could harm our business, results of operations and financial condition
- 34% rewrittenRisks Related to Our Industry
Increases in insurance costs or reductions in insurance coverage may have a material adverse effect on our business, results of operations and financial condition
- 34% rewrittenRisks Related to Our Business
Negative publicity regarding our customer service could have a material adverse effect on our business, results of operations and financial condition
- 33% rewrittenRisks Related to Our Business
Our reputation and business could be adversely affected in the event of an emergency, accident or similar public incident involving our aircraft or personnel
- 32% rewrittenRisks Related to Our Business
If we fail to implement our business strategy successfully, our business, results of operations and financial condition could be materially adversely affected
- 31% rewrittenRisks Related to Our Business
Any tariffs imposed on commercial aircraft and related parts imported from outside the United States may have a material adverse effect on our fleet, business, results of operations and financial condition
- 30% rewrittenRisks Related to Our Business
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
- 30% rewrittenRisks Related to Our Industry
We are subject to extensive regulation by the FAA, the DOT, the TSA, CBP and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business, results of operations and financial condition
Was: We are subject to extensive regulation by the FAA, the DOT, the TSA, the CBP and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business, results of operations and financial condition
- 28% rewrittenRisks Related to Our Business
Our maintenance costs will increase over the near term, we will periodically incur substantial maintenance costs due to the maintenance schedules of our aircraft fleet and obligations to the lessors and we could incur significant maintenance expenses outside of such maintenance schedules in the future
- 27% rewrittenRisks Related to Owning Our Common Stock
The value of our common stock may be materially adversely affected by additional issuances of common stock or preferred stock by us or sales by our top stockholders
Was: The value of our common stock may be materially adversely affected by additional issuances of common stock or preferred stock by us or sales by recipients of the Share Distribution
- 26% rewrittenRisks Related to Our Industry
We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure
- 24% rewrittenRisks Related to Owning Our Common Stock
The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, or the exercise of warrants issued as part of the funding provided under the CARES Act, could depress the trading price of our common stock
- 24% rewrittenRisks Related to Our Business
We rely on maintaining a high aircraft utilization rate during peak days to implement our low-cost structure, which makes us especially vulnerable to flight delays, flight cancellations, aircraft unavailability or unplanned reductions in demand
Was: We rely on maintaining a high daily aircraft utilization rate to implement our low-cost structure, which makes us especially vulnerable to flight delays, flight cancellations, aircraft unavailability or unplanned reductions in demand
- 20% rewrittenRisks Related to Our Business
We have a significant amount of aircraft-related fixed obligations and obligations under other debt arrangements that could impair our liquidity and thereby harm our business, results of operations and financial condition
All 61 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Industry
- 01from the war between Russia and Ukraine and the conflict in the Middle East, it could have a material adverse effect on our business, results of operations and financial conditionNew
- 02If we are unable to attract and retain qualified personnel, including our senior management team or other key employees, at reasonable costs or fail to maintain our company culture, our business, results of operations and financial condition could be harmed77% rewritten
- 03The airline industry is exceedingly competitive, and we compete against legacy network airlines, LCCs and other ULCCs; if we are not able to compete successfully in our markets, our business, results of operations and financial condition may be materially adversely affected
- 04There has been significant consolidation within the airline industry and, in the future, there may be additional consolidation. Business combinations could significantly alter industry conditions and competition within the airline industry and could enable our competitors to reduce their fares46% rewritten
- 05We are subject to extensive regulation by the FAA, the DOT, the TSA, CBP and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business, results of operations and financial condition30% rewritten
- 06continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulationsNew
- 07Restrictions on, or increased taxes applicable to, charges for non-fare products and services paid by airline passengers and burdensome consumer protection regulations or laws could harm our business, results of operations and financial condition35% rewritten
- 08We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure26% rewritten
- 09increases beyond the current capacity of SAF production efforts, we may need to pay a significant premium for SAF above the cost of traditional fuelNew
- 10We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition
- 11our business, results of operations and financial condition, and violations thereof can lead to significant fines and penalties, among other sanctionsNew
- 12We face competition from air travel substitutes and technology advancements
- 13Future public health threats or outbreaks of disease, including pandemics similar to the COVID-19 pandemic, as well as measures to reduce the spread of such disease and the related economic impact, could have a material adverse impact on our business, results of operations and financial conditions45% rewritten
- 14Threatened or actual terrorist attacks or security concerns, particularly those involving airlines, could have a material adverse effect on our business, results of operations and financial condition
- 15A decline in, or temporary suspension of, the funding or operations of the U.S. federal government or its agencies may adversely affect our future operating results or negatively impact the timing and implementation of our growth prospects44% rewritten
- 16Risks associated with our presence in international emerging markets, including political or economic instability, and failure to adequately comply with existing legal requirements, may materially adversely affect our business, results of operations and financial condition74% rewritten
- 17Increases in insurance costs or reductions in insurance coverage may have a material adverse effect on our business, results of operations and financial condition34% rewritten
Risks Related to Our Business
- 18If we fail to implement our business strategy successfully, our business, results of operations and financial condition could be materially adversely affected32% rewritten
- 19Our low-cost structure is one of our primary competitive advantages, and many factors could affect our ability to control our costs
- 20We may not be able to grow or maintain our unit revenues or maintain our non-fare revenues
- 21We depend on a sole-source supplier for our aircraft and two suppliers for our engines73% rewritten
- 22aircraft or CFM International or Pratt & Whitney engines, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or enginesNew
- 23We may be subject to competitive risks due to the long-term nature of our fleet and order book which commits us to Airbus aircraft and the engines available for such aircraft for a substantial period of time into the future36% rewritten
- 24Furthermore, as technological evolution occurs in our industry, we may be competitively disadvantaged because we have extensive existing fleet commitments that would prohibit us from adopting new technologies on an expedited basis
- 25Increased labor costs, union disputes, employee strikes and other labor-related disruption may adversely affect our business, results of operations and financial condition85% rewritten
- 26Our inability to expand or operate reliably or efficiently out of airports where we maintain a large presence could have a material adverse effect on our business, results of operations and financial condition
- 27Any damage to our reputation or brand image could adversely affect our business or financial results
- 28Our reputation and business could be adversely affected in the event of an emergency, accident or similar public incident involving our aircraft or personnel33% rewritten
- 29suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to usNew
- 30Negative publicity regarding our customer service could have a material adverse effect on our business, results of operations and financial condition34% rewritten
- 31We rely on maintaining a high aircraft utilization rate during peak days to implement our low-cost structure, which makes us especially vulnerable to flight delays, flight cancellations, aircraft unavailability or unplanned reductions in demand24% rewritten
- 32We are highly dependent upon our cash balances and operating cash flows46% rewritten
- 33Our ability to obtain financing or access capital markets may be limited59% rewritten
- 34Our maintenance costs will increase over the near term, we will periodically incur substantial maintenance costs due to the maintenance schedules of our aircraft fleet and obligations to the lessors and we could incur significant maintenance expenses outside of such maintenance schedules in the future28% rewritten
- 35We have a significant amount of aircraft-related fixed obligations and obligations under other debt arrangements that could impair our liquidity and thereby harm our business, results of operations and financial condition20% rewritten
- 36We rely on third-party specialists and other commercial partners to perform functions integral to our operations45% rewritten
- 37We rely on third-party distribution channels to distribute a portion of our airline tickets
- 38We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or systems or any failure on our part to implement any new technologies or systems could materially adversely affect our business45% rewritten
- 39Our business remains dependent on select large markets and increases in competition or congestion or a reduction in demand for air travel in these markets would harm our business47% rewritten
- 40Changes in legislation, regulation and government policy have affected, and may in the future have a material adverse effect on, our business, results of operations, cash flows and financial condition
- 41U.S. tax legislation may adversely affect our business, results of operations, cash flows and financial condition63% rewritten
- 42and any excise tax imposed on any repurchases of our common stock made after December 31, 2022 may adversely affect our financial condition in the futureNew
- 43Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited30% rewritten
- 44Realization of these NOL carryforwards depends on our future taxable income, and there is a risk that, due to economic factors, a portion of our existing NOL carryforwards could expire before we can generate sufficient taxable income to use them
- 45Any tariffs imposed on commercial aircraft and related parts imported from outside the United States may have a material adverse effect on our fleet, business, results of operations and financial condition31% rewritten
- 46European Union announced an agreement to suspend the imposition of the foregoing tariffs on commercial aircraft and related parts for five yearsNew
- 47Our business could be materially adversely affected if we lose the services of our key personnel45% rewritten
- 48We rely on our private equity sponsor43% rewritten
- 49Our quarterly results of operations fluctuate due to a number of factors, including seasonality and other factors
- 50Our lack of membership in a marketing alliance or codeshare arrangements (other than with Volaris) could harm our business and competitive position
Risks Related to Owning Our Common Stock
- 51The market price of our common stock may be volatile, which could cause the value of an investment in our stock to decline
- 52The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. Broad market fluctuations may materially adversely affect the trading price of our common stock
- 53If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our stock price and trading volume could decline
- 54The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, or the exercise of warrants issued as part of the funding provided under the CARES Act, could depress the trading price of our common stock24% rewritten
- 55The value of our common stock may be materially adversely affected by additional issuances of common stock or preferred stock by us or sales by our top stockholders27% rewritten
- 56Our anti-takeover provisions may delay or prevent a change of control, which could adversely affect the price of our common stock
- 57Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities
- 58Our amended and restated certificate of incorporation and amended and restated bylaws include provisions limiting ownership, control and voting by non-U.S. citizens
- 59We are a holding company and rely on dividends, distributions, and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations
- 60We may become involved in litigation that could have a material adverse effect on our business, results of operations and financial condition71% rewritten
- 61Also, in recent years, there has been significant litigation in the United States and abroad involving patents and other intellectual property rights. We have in the past faced, and may face in the future, claims by third parties that we infringe upon their intellectual property rights
Other Frontier Group Holdings 10-Ks
- FY2024 10-K risk factors62 risks
Frontier Group Holdings faces intense low-cost competition, heavy reliance on Airbus single-family aircraft, and significant unionized labor costs.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.