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United States securities and exchange commission logo
March 17, 2022
James G. Dempsey
Executive Vice President and Chief Financial Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re: Frontier Group
Holdings, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 23,
2022
Form 8-K Filed
February 7, 2022
File No. 1-40304
Dear Mr. Dempsey:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 1. Business, page 3
1. You disclose that in
order to enhance your brand and drive revenue growth, you intend to
continue to deliver a
higher-quality flight experience than historically offered by ultra
low-cost carriers
globally and generate customer loyalty by providing customers a
dependable, reliable,
on-time and friendly travel experience. Please expand the
disclosure, here or
elsewhere in your filing, to describe and quantify for the periods
presented the metrics
you use to evaluate whether you are delivering a higher-quality
flight experience
and generating customer loyalty . See SEC Release 34-88094
Commission Guidance on
Management s Discussion and Analysis of Financial Condition
and Results of
Operations.
James G. Dempsey
FirstName LastNameJames G. Dempsey
Frontier Group Holdings, Inc.
Comapany
March NameFrontier Group Holdings, Inc.
17, 2022
March2 17, 2022 Page 2
Page
FirstName LastName
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Reconciliation of CASM to Adjusted CASM (excluding fuel) and Adjusted CASM
including net
interest, page 75
2. We note your presentation of adjusted CASM (excluding fuel) and
adjusted CASM
including net interest. Please disclose the reasons why management
believes
the presentation of these non-GAAP financial measures provide useful
information to
investors. Additionally, to the extent material, disclose the
additional purposes, if any, for
which management uses the non-GAAP financial measures. Refer to Item
10(e)(1)(i)(C))
and (D) of Regulation S-K.
Form 8-K Filed February 7, 2022
Reconciliation of Non-GAAP Financial Information, page 2
3. You present diluted earnings (loss) per share in Adjusted Non-GAAP
columns on page 2.
Please provide a reconciliation of the differences between the
non-GAAP financial
measure disclosed with the most comparable financial measure
calculated and presented
in accordance with GAAP. Refer to Item 10(e)(1)(i) of Reg. S-K and
Regulation G.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Energy & Transportation
cc: Tony Richmond