8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2012

____________________

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35186 (Commission File Number) 38-1747023 (IRS Employer Identification Number)

2800 Executive Way

Miramar, Florida 33025

(Address of principal executive offices, including Zip Code)

(954) 447-7920

(Registrant's telephone number, including area code)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.

Item 7.01. Regulation FD Disclosure.

On July 24, 2012, the Company provided an update to investors regarding the Company's guidance for the third quarter 2012 and full year 2012.

The guidance provided therein is only an estimate of what the Company believes is realizable as of the date of this investor update. Actual results will vary from the guidance and the variations may be material. The Company undertakes no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.

The foregoing description is qualified in its entirety by reference to the investor update, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:

Exhibit No.	Description
99.1	Investor Update regarding third quarter 2012 and full year 2012 guidance.

Cautionary Note Regarding Forward-Looking Statements

Statements in this current report, including the exhibits furnished herewith,contain various forward-looking statements within the meaning Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events. When used in this release, the words “expects,” “estimates,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company's objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding the management of future maintenance costs related to the Company's seat maintenance program, the delivery schedule of aircraft on order an announced new service routes and customer savings programs, guidance and estimates for the third quarter and full year 2012, including expectations regarding capacity, CASM, CASM ex-fuel, fuel expense, economic fuel cost, expected unrealized mark-to-market gains or losses, and tax rates. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to a number of factors that could cause the Company's actual results to differ materially from the Company's expectations, including the competitive environment in the airline industry; the Company's ability to keep costs low; changes in fuel costs; the impact of worldwide economic conditions on customer travel behavior; the Company's ability to generate non-ticket revenues; and government regulation. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2012 SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Name: Thomas Canfield

Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Update regarding third quarter 2012 and full year 2012 guidance.

EX-99.1

EXHIBIT 99.1

Investor Update

July 24, 2012

This investor update provides Spirit's investor guidance for the third quarter ending September 30, 2012 and full year 2012. All data is based on preliminary estimates.

Capacity - Available Seat Miles (ASMs)		1Q12A		2Q12A		3Q12E		4Q12E		FY2012E
	ASMs Year-over-Year % Change	17.7	%	16.5	%	22.0	%	30.2	%	21.6	%

		3Q12E
Operating Expense per ASM (CASM) (cents)
CASM*		10.07	-	10.12
Less: Fuel expense per ASM		4.03
CASM ex-fuel*		6.04	-	6.09
*Includes $4.5 million of one-time start-up costs related to the Company's seat maintenance program.
Average Stage Length (miles)		892
Fuel Expense per Gallon ($)
Fuel cost*		$3.15
Less: Unrealized mark-to-market (gains) and losses (1)		n/a
Economic fuel cost		$3.15
Fuel gallons (thousands)		37,730
*Includes fuel taxes, and into-plane fuel cost. Based on the jet fuel curve as of July 19, 2012 and includes fuel hedge (gains) and losses currently expected to be realized during the third quarter 2012.
		3Q12E			FY2012E
Effective Tax Rate		37.5%			37.5%
		3Q12E			FY2012E
Wtd. Average Share Count (thousands)
	Basic	72,430			72,386
	Diluted	72,611			72,580

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Capital Expenditures & Other Working Capital Requirements		Full Year 2012E
		(millions)
	Capital expenditures*	$28
	Pre-delivery deposits for flight equipment, net of refunds	$12
	Pre-paid maintenance reserves, net	$21
	Pre-IPO Tax Receivable Agreement distribution	$27

*Includes the purchase of two spare engines that will be, or were, financed under a sale/leaseback transaction upon delivery.

Fuel Hedges	% of Est.			Average price
Period	Volume		Instrument	Call/gal		Put /gal
3Q12	19	%	Jet fuel collars	$	3.16	$	2.95

Refining Margin
Hedges	% of Est.			Average price
Period	Volume		Instrument	per gallon
3Q12	46	%	Basis swaps	$0.0395
4Q12	24	%	Basis swaps	$0.0395

Footnotes

(1) Unrealized mark-to-market (gains) and losses are comprised of estimated non-cash adjustments to aircraft fuel expense. The Company may have unrealized mark-to-market (gains) or losses in the third quarter 2012, but is not yet able to estimate the amount.

Forward-Looking Statements

Statements in this release contain various forward-looking statements within the meaning Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events. When used in this release, the words “expects,” “estimates,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company's objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding the management of future maintenance costs related to the Company's seat maintenance program, the delivery schedule of aircraft on order an announced new service routes and customer savings programs, guidance and estimates for the third quarter and full year 2012, including expectations regarding capacity, CASM, CASM ex-fuel, fuel expense, economic fuel cost, expected unrealized mark-to-market gains or losses, and tax rates. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to a number of factors that could cause the Company's actual results to differ materially from the Company's expectations, including the competitive environment in the airline industry; the Company's ability to keep costs low; changes in fuel costs; the impact of worldwide economic conditions on customer travel behavior; the Company's ability to generate non-ticket revenues; and government regulation. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

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