10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

Form 10-Q

_______________________________________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-35186

_______________________________________________________________________

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________

Delaware	38-1747023
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2800 Executive Way Miramar, Florida	33025
(Address of principal executive offices)	(Zip Code)

(954) 447-7920

(Registrant’s telephone number, including area code)

_______________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  o    No  ý

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the close of business on July 19, 2013:

Class	Number of Shares
Common Stock, $0.0001 par value	72,620,546

Table of Contents

INDEX

			Page No.
Part I. Financial Information
	Item 1.	Financial Statements (unaudited)	1
		Condensed Statements of Operations – Three and Six Months Ended June 30, 2013 and June 30, 2012	1
		Condensed Balance Sheets – June 30, 2013 and December 31, 2012	2
		Condensed Statements of Cash Flows – Six Months Ended June 30, 2013 and June 30, 2012	3
		Notes to Condensed Financial Statements	4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
		Glossary of Airline Terms	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 4.	Controls and Procedures	27
Part II. Other Information
	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	29
	Item 6.	Exhibits	31
Signature			33

PART I. Financial Information

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

Spirit Airlines, Inc.

Condensed Statements of Operations

(unaudited, in thousands, except per-share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Operating revenues:
Passenger	$	241,119		$	211,812		$	460,016		$	391,890
Non-ticket	166,220			134,496			317,760			255,913
Total operating revenues	407,339			346,308			777,776			647,803
Operating expenses:
Aircraft fuel	135,251			120,233			266,917			228,958
Salaries, wages and benefits	64,456			53,489			125,953			106,143
Aircraft rent	41,915			36,060			82,987			68,933
Landing fees and other rents	21,346			17,066			39,402			32,180
Distribution	17,277			14,738			32,958			28,939
Maintenance, materials and repairs	15,202			13,115			26,982			23,043
Depreciation and amortization	7,604			3,327			13,928			6,197
Other operating	37,416			33,100			71,915			60,609
Loss on disposal of assets	91			33			261			482
Special charges (credits)	23			15			46			(57		)
Total operating expenses	340,581			291,176			661,349			555,427
Operating income	66,758			55,132			116,427			92,376
Other (income) expense:
Interest expense	95			794			104			1,334
Capitalized interest	(95		)	(794		)	(104		)	(1,334		)
Interest income	(105		)	(180		)	(221		)	(595		)
Other expense	36			84			137			127
Total other (income) expense	(69		)	(96		)	(84		)	(468		)
Income before income taxes	66,827			55,228			116,511			92,844
Provision for income taxes	24,759			20,637			43,889			34,834
Net income	$	42,068		$	34,591		$	72,622		$	58,010
Basic earnings per share	$	0.58		$	0.48		$	1.00		$	0.80
Diluted earnings per share	$	0.58		$	0.48		$	1.00		$	0.80

The accompanying Notes are an integral part of these Condensed Financial Statements.

1

Spirit Airlines, Inc.

Condensed Balance Sheets

(unaudited, in thousands)

	June 30, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	524,905		$	416,816
Accounts receivable, net	32,807			22,740
Deferred income taxes	16,967			12,591
Other current assets	101,933			95,210
Total current assets	676,612			547,357
Property and equipment:
Flight equipment	4,073			2,648
Ground and other equipment	47,735			43,580
Less accumulated depreciation	(21,285		)	(17,825		)
	30,523			28,403
Deposits on flight equipment purchase contracts	111,797			96,692
Aircraft maintenance deposits	143,631			122,379
Deferred heavy maintenance	102,332			80,533
Other long-term assets	42,166			44,520
Total assets	$	1,107,061		$	919,884
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	23,097		$	24,166
Air traffic liability	205,786			131,414
Other current liabilities	151,516			121,314
Total current liabilities	380,399			276,894
Long-term deferred income taxes	43,554			33,216
Deferred credits and other long-term liabilities	24,670			27,239
Shareholders’ equity:
Common stock	7			7
Additional paid-in-capital	508,745			504,527
Treasury stock	(2,088		)	(1,151		)
Retained earnings	151,774			79,152
Total shareholders’ equity	658,438			582,535
Total liabilities and shareholders’ equity	$	1,107,061		$	919,884

The accompanying Notes are an integral part of these Condensed Financial Statements.

2

Spirit Airlines, Inc.

Condensed Statements of Cash Flows

(unaudited, in thousands)

	Six Months Ended June 30,
	2013			2012
Net cash provided by operating activities	$	134,260		$	97,420
Investing activities:
Proceeds from sale of slots	—			9,074
Pre-delivery deposits for flight equipment, net of refunds	(19,748		)	4,738
Purchase of property and equipment	(13,816		)	(19,218		)
Net cash used in investing activities	(33,564		)	(5,406		)
Financing activities:
Proceeds from options exercised	555			303
Proceeds from sale and leaseback transactions	6,900			5,627
Payments to pre-IPO shareholders pursuant to tax receivable agreement	—			(26,905		)
Excess tax benefits from share-based compensation	875			1,466
Repurchase of common stock	(937		)	(856		)
Net cash provided by (used in) financing activities	7,393			(20,365		)
Net increase in cash and cash equivalents	108,089			71,649
Cash and cash equivalents at beginning of period	416,816			343,328
Cash and cash equivalents at end of period	$	524,905		$	414,977
Supplemental disclosures
Cash payments for:
Interest	$	17		$	287
Taxes	$	44,806		$	21,819

The accompanying Notes are an integral part of these Condensed Financial Statements.

3

Notes to Condensed Financial Statements

(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed financial statements include the accounts of Spirit Airlines, Inc. (the “Company”). These unaudited condensed financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The interim results reflected in the unaudited condensed financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.

Certain prior period amounts have been reclassified to conform to the current year's presentation.

2. Recent Accounting Developments

In December 2011, the FASB issued amendments to Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in this update are designed to enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (a) offset in accordance with certain right to set-off conditions prescribed by current accounting guidance or (b) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current accounting guidance. On January 1, 2013, the Company adopted ASU 2011-11.

In January 2013, the FASB issued Accounting Standards Update No. 2013-01, ScopeClarification of Disclosures about Offsetting Assets and Liabilities (ASU 2013-01), to limit the scope of ASU 2011-11 and its new balance sheet offsetting disclosure requirements to derivatives (including bifurcated embedded derivatives), repurchase agreements and reverse repurchase agreements, and securities borrowing and lending transactions. On January 1, 2013, the Company adopted ASU 2013-01 in conjunction with ASU 2011-11.

3. Special Charges and Credits

Ronald Reagan National Airport Exit Charges

Special charges and credits for the six months ended June 30, 2013 primarily include exit charges related to the early termination of the Company's lease at Ronald Reagan National Airport (“DCA”) due to the relocation of business activities from DCA to Baltimore Washington International Airport ("BWI") in the third quarter of 2012.

Secondary Offering Costs

On January 25, 2012, certain stockholders of the Company, including affiliates of Oaktree Capital Management and Indigo Partners, LLC ("Indigo") and certain members of the Company's executive team, sold an aggregate of 12,650,000 shares of common stock in an underwritten public offering. The Company incurred a total of $1.3 million in costs between 2011 and 2012 related to this offering, of which $0.5 million were incurred during the six months ended June 30, 2012. These costs were offset by reimbursements from certain selling shareholders of $0.6 million in accordance with the Fourth Amendment to the Second Amended and Restated Investor Rights Agreement, of which $0.5 million was received during the six months ended June 30, 2012. The Company did not receive any proceeds from this offering.

4

Notes to Condensed Financial Statements—(Continued)

4. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands, except per-share amounts)
Numerator
Net income	$	42,068	$	34,591	$	72,622	$	58,010
Denominator
Weighted-average shares outstanding, basic	72,593		72,379		72,540		72,336
Effect of dilutive stock awards	399		205		358		206
Adjusted weighted-average shares outstanding, diluted	72,992		72,584		72,898		72,542
Net Income per Share
Basic earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80
Diluted earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80

As of June 30, 2013 and 2012, there were 1,545 and 26,000 anti-dilutive awards excluded from the computation of diluted earnings per common share, respectively.

5. Accrued Liabilities

Other current liabilities as of June 30, 2013 and December 31, 2012 consist of the following:

	June 30, 2013		December 31, 2012
	(in thousands)
Federal excise and other passenger taxes and fees payable	$	34,748	$	23,401
Aircraft maintenance	24,331		22,319
Salaries and wages	21,942		21,057
Airport expenses	18,095		16,024
Fuel	14,697		11,219
Aircraft and facility rent	8,065		8,020
Fuel derivatives	8,049		—
Tax receivable agreement	7,979		7,987
Other	13,610		11,287
Accrued liabilities	$	151,516	$	121,314

6. Financial Instruments and Risk Management

As part of the Company’s risk management program, the Company from time to time uses a variety of financial instruments to reduce its exposure to fluctuations in the price of jet fuel. The Company does not hold or issue derivative financial instruments for trading purposes.

The Company is exposed to credit losses in the event of nonperformance by counterparties to these financial instruments. The Company periodically reviews and seeks to mitigate exposure to the financial deterioration and nonperformance of any counterparty by monitoring the absolute exposure levels, each counterparty's credit ratings, and the historical performance of the counterparties relating to hedge transactions. The credit exposure related to these financial instruments is limited to the fair value of contracts in a net receivable position at the reporting date. The Company also maintains security agreements that require the Company to post collateral if the value of selected instruments falls below specified mark-to-market thresholds. As of June 30, 2013, the Company had $0.8 million posted as collateral for these instruments, presented as a reduction of other current liabilities on the accompanying balance sheet.

5

Notes to Condensed Financial Statements—(Continued)

The Company records financial derivative instruments at fair value, which includes an evaluation of each counterparty's credit risk. Fair value of the instruments is determined using standard option valuation models.

The Company chose not to elect hedge accounting on any derivative instruments entered into during the three and six months ended June 30, 2013 and 2012 and, as a result, changes in the fair value of these fuel hedge contracts are recorded each period in aircraft fuel expense.

The following table summarizes the components of aircraft fuel expense for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
	(in thousands)
Into-plane fuel cost	$	129,375	$	116,622	$	258,088		$	227,539
Settlement losses (gains)	113		2,488		(315		)	37
Unrealized mark-to-market losses (gains)	5,763		1,123		9,144			1,382
Aircraft fuel	$	135,251	$	120,233	$	266,917		$	228,958

All realized gains and losses are reflected in the accompanying statements of cash flows in cash flow from operating activities.

As of June 30, 2013 and December 31, 2012, the Company had fuel hedges using jet fuel swaps and collars using crude oil and refined products as the underlying commodities. As of June 30, 2013, the Company had agreements in place to protect the refining price risk between the price of crude oil and the price of refined jet fuel for approximately 71% of its anticipated refined fuel consumption during peak hurricane season (August through October) and agreements to protect an additional 17% of the anticipated jet fuel consumption for the third quarter of 2013. As of June 30, 2013, the Company had agreements in place to protect 7.7 million gallons or approximately 8.7% of its anticipated jet fuel consumption for the remainder of 2013 at a weighted-average ceiling and floor price of $2.95 and $2.68 per gallon, respectively. As of December 31, 2012, the Company had agreements in place to protect 7.8 milliongallons or approximately 4.6% of its 2013 anticipated jet fuel consumption at a weighted-average ceiling and floor price of $3.09 and $2.84 per gallon, respectively.

7. Commitments and Contingencies

Aircraft-Related Commitments and Financing Arrangements

The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. On June 20, 2013, the Company entered into an amendment to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S., dated as of May 5, 2004 (Airbus Amendment) for the order of an additional 20 Airbus A321 aircraft. These aircraft are in addition to the 96 aircraft not yet delivered under Spirit's existing order with Airbus and will be scheduled for delivery between 2015 and 2017. In addition, the Airbus Amendment provides that 10 of the Company's existing Airbus A320 orders will be converted to Airbus A321 aircraft, which are scheduled to be delivered from 2017 through 2018. As of June 30, 2013, firm aircraft orders consisted of 116 A320 family aircraft (41 of the existing A320 model, 45 A320neos, and 30 of the existing A321 model) with Airbus, five direct operating leases for A320neos with a third party, and two spare engine orders for V2500 SelectOne™engines with International Aero Engines AG. Aircraft are scheduled for delivery from 2013 through 2021, and spare engines are scheduled for delivery from 2014 through 2015. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery payments, will be approximately $233 million for the remainder of 2013, $419 million in 2014, $834 million in 2015, $809 million in 2016, $808 million in 2017, and $2,346 million in 2018 and beyond. We have secured financing commitments with a third party for our next four aircraft deliveries from Airbus, which are scheduled for delivery in 2013. We do not have financing commitments in place for the remaining 112 Airbus firm aircraft orders scheduled for delivery in 2014 through 2021.

During the first six months of 2013, the Company took delivery of five aircraft, two of which were financed via direct operating leases and the remaining three under sale and leaseback transactions with third-party aircraft lessors. The three sale and leaseback transactions resulted in net deferred losses of $1.2 million. Deferred losses are included in other long-term assets on the accompanying balance sheet. Deferred losses are recognized as an increase to rent expense on a straight-line basis over the term of the respective operating leases. Deferred gains are included in deferred credits and other long-term liabilities on the accompanying balance sheet. Deferred gains are recognized as a decrease to rent expense on a straight-line basis over the term

6

Notes to Condensed Financial Statements—(Continued)

of the respective operating leases. The Company had agreements in place prior to the delivery of these aircraft which resulted in the settlement of the purchase obligation by the lessor and the refund of $16.0 million in pre-delivery deposits from Airbus during the six months ended June 30, 2013. The refunded pre-delivery deposits have been disclosed in the accompanying statements of cash flows as investing activities within pre-delivery deposits for flight equipment, net of refunds. In addition, the Company entered into sale and leaseback transactions with third-party lessors for the sale and leaseback of one V2500 SelectOne™ International Aero Engines AG engine. Cash outflows related to the purchase of the engine have been disclosed in the accompanying statements of cash flows as investing activities within purchases of property and equipment and the cash inflows from the sale of the engine as financing activities within proceeds received from sale and leaseback transactions. All of the leases from these sale and leaseback transactions are accounted for as operating leases. Under the terms of the lease agreements, the Company will continue to operate and maintain the aircraft. Payments under the lease agreements are fixed for the term of the lease. The lease agreements contain standard termination events, including termination upon a breach of the Company's obligations to make rental payments and upon any other material breach of the Company's obligations under the leases, and standard maintenance and return condition provisions. These return provisions are evaluated at inception of the lease and throughout the lease terms and are accounted for as additional rent expense when it is probable that such amounts will be paid to the lessor. Upon a termination of the lease due to a breach by the Company, the Company would be liable for standard contractual damages, possibly including damages suffered by the lessor in connection with remarketing the aircraft or while the aircraft is not leased to another party.

Future minimum lease payments under noncancelable operating leases as of June 30, 2013 and the periods in which payments are due were as follows:

	Operating Lease Obligations
	(in thousands)
Remainder of 2013	$	98,033
2014	188,853
2015	183,716
2016	173,323
2017	149,688
2018 and thereafter	529,144
Total minimum lease payments	$	1,322,757

In June 2013, the Company extended the operating leases on 14 of its Airbus A319 aircraft, which were previously set to expire in 2017 through 2019. These extensions resulted in an additional $72.8 million of lease commitments through 2022.

Some of the Company’s master lease agreements provide that the Company pays maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. Maintenance reserve payments are either fixed contractual amounts or utilization based. Fixed maintenance reserve payments for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, will be approximately $5.1 million for the remainder of 2013, $10.6 million in 2014, $11.0 million in 2015, $11.4 million in 2016, $11.1 million in 2017, and $40.0 million in 2018 and beyond. These lease agreements provide that maintenance reserves are reimbursable to the Company upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event.

Reservation System

The Company is contractually obligated to pay the following minimum guaranteed payments to the provider of its reservation system as of June 30, 2013: $1.9 million for the remainder of 2013, $3.9 million in 2014, $3.9 million in 2015, $3.9 million in 2016, $3.9 million in 2017, and $2.6 million in 2018 and thereafter.

Litigation

The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations.

7

Notes to Condensed Financial Statements—(Continued)

Credit Card Processing Arrangements

The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges, and other ancillary services by customers. As it is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, which the Company records as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. If the Company fails to satisfy certain liquidity and other financial covenants, the processing agreements provide the processors the right to require the Company to maintain cash collateral up to approximately 100% of the Company's air traffic liability, resulting in a commensurate reduction of unrestricted cash. As of June 30, 2013 and December 31, 2012, the Company continued to be in compliance with its credit card processing agreements, and the processors were holding back $0 of remittances.

The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of June 30, 2013 and December 31, 2012, was $236.9 million and $144.8 million, respectively.

Employees

Approximately 58% of the Company’s employees are covered under collective bargaining agreements. The table below sets forth our employee groups and status of the collective bargaining agreements as of June 30, 2013.

Employee Groups	Representative	Amendable Date	Percentage of Workforce
Pilots	Air Line Pilots Association, International (ALPA)	August 2015	23%
Flight Attendants	Association of Flight Attendants (AFA-CWA)	August 2007	34%
Dispatchers	Transport Workers Union (TWU)	July 2012	1%

The Company is currently in negotiations with both the AFA-CWA and the TWU to reach new collective bargaining agreements.

The Company is self-insured for health care claims, up to a stop loss amount, for eligible participating employees and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $2.0 million and $1.9 million for health care claims as of June 30, 2013 and December 31, 2012, respectively.

8. Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures are required about how fair value is determined for assets and liabilities, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of the Company’s financial assets and liabilities. The Company’s fuel derivative contracts, which consist of costless collar contracts and swap agreements, are valued using energy and commodity market data, which is derived by combining raw inputs with quantitative models and processes to generate forward curves and volatilities.

8

Notes to Condensed Financial Statements—(Continued)

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at gross fair value on a recurring basis are summarized below:

	Fair Value Measurements as of June 30, 2013
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	524.9	$	524.9	$	—	$	—
Total assets	$	524.9	$	524.9	$	—	$	—
Jet fuel swaps	$	8.6	$	—	$	8.6	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total liabilities	$	8.9	$	—	$	8.6	$	0.3

	Fair Value Measurements as of December 31, 2012
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	416.8	$	416.8	$	—	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total assets	$	417.1	$	416.8	$	—	$	0.3
Total liabilities	$	—	$	—	$	—	$	—

Cash and cash equivalents at June 30, 2013 and December 31, 2012 are comprised of liquid money market funds and cash. The Company maintains cash with various high-quality financial institutions. The Company had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2013 and the year endedDecember 31, 2012.

The Company did not elect hedge accounting on any of the derivative instruments, and as a result, changes in the fair values of these fuel hedge contracts are recorded each period in fuel expense. Fair values of the instruments are determined using standard option valuation models. The Company also considers counterparty risk and its own credit risk in its determination of all estimated fair values. The Company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. All derivative instruments are presented on a gross basis in the table above. The Company determines the fair value of fuel derivative option contracts utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

The fair value of the Company's jet fuel swaps are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these instruments as Level 2. Due to the fact that certain inputs utilized to determine the fair value of the Company's aircraft fuel option contracts are unobservable (principally implied volatility), the Company has categorized these instruments as Level 3. As of June 30, 2013 and December 31, 2012, the Company's outstanding aircraft fuel option contracts were jet fuel collars.

The Company's Valuation Group is made up of individuals from the Company's Risk Management, Treasury and Corporate Accounting departments. The Valuation Group is responsible for the Company's valuation policies, procedures and execution thereof. The Company's Valuation Group reports to the Company's Chief Financial Officer and Audit Committee, who approve all derivative transactions. The Valuation Group compares the results of the Company's internally developed valuation methods with counterparty reports at each balance sheet date and assesses the Company's valuation methods for accurateness and identifies any needs for modification.

9

Notes to Condensed Financial Statements—(Continued)

The following table presents the Company’s activity for assets and liabilities measured at gross fair value on a recurring basis using significant unobservable inputs (Level 3):

	Aircraft Fuel Option Contracts Activity for the Six Months Ended June 30, 2013
	(in millions)
Balance at December 31, 2012	$	0.3
Total realized or unrealized gains (losses) included in earnings, net	(0.3		)
Settlements, net	(0.3		)
Balance at June 30, 2013	$	(0.3	)

The Company records the fair value adjustment of its aircraft fuel derivatives in the accompanying statement of operations within aircraft fuel and on the balance sheet within other current assets or other current liabilities, depending on whether the net fair value of the derivatives is in an asset or liability position as of the respective date. As of June 30, 2013, the Company had $0.8 million posted as collateral against its jet fuel swaps, presented as a reduction of other current liabilities on the accompanying balance sheet.

9. Stock-Based Compensation

The Company has stock plans under which directors, officers, key employees, and consultants of the Company may be granted restricted stock awards, stock options and other equity-based instruments as a means of promoting the Company’s long-term growth and profitability. The plans are intended to encourage participants to contribute to and participate in the success of the Company.

The Company's board of directors adopted, and the Company's stockholders approved, the Amended and Restated 2005 Incentive Stock Plan, or the 2005 Stock Plan, effective January 1, 2008. The total number of shares of common stock authorized for issue pursuant to awards granted under the 2005 Stock Plan was 2,500,000 shares. The 2005 Stock Plan provided for the grant of non-qualified stock options, stock appreciation rights, restricted stock, performance shares, phantom stock, restricted stock units and other awards that are valued in whole or in part by reference to the Company's stock.

On May 9, 2011, the Company's board of directors adopted, and the Company's stockholders approved, the 2011 Equity Incentive Award Plan, or 2011 Plan. Under the 2011 Plan, 3,000,000 new shares of common stock are reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance share awards and other stock-based awards, plus the number of shares remaining available for future awards under our 2005 Stock Plan. The number of shares reserved for issuance or transfer pursuant to awards under the 2011 Plan will be increased by the number of shares represented by awards outstanding under the Company's 2005 Stock Plan that are forfeited or lapse unexercised. No further awards will be granted under the 2005 Stock Plan, and all outstanding awards will continue to be governed by their existing terms. As of June 30, 2013 and December 31, 2012, 2,638,603 and 2,689,490 shares of the Company’s common stock, respectively, remained available for future issuance under the 2011 Plan.

Stock-based compensation cost is included within salaries, wages and benefits in operating expenses in the accompanying statements of operations for the three and six months ended June 30, 2013 and 2012, amounted to $1.4 million and $1.5 million, and $2.8 million and $1.7 million, respectively. During the three and six months ended June 30, 2013 and 2012, there was $0.5 million and $0.6 million, and $1.1 million and $0.6 million tax benefit recognized in income, respectively.

Restricted Stock

Restricted stock and restricted stock unit awards are valued at the fair value of the shares on the date of grant if vesting is based on a service or a performance condition. Granted shares and units vest 25% per year on each anniversary of issuance. Each restricted stock unit represents the right to receive one share of common stock upon vesting of such restricted stock unit. Compensation expense is recognized on a straight-line basis over the requisite service period.

A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

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Notes to Condensed Financial Statements—(Continued)

	Number of Shares		Weighted-Average Grant Date Fair Value ($)
Outstanding at December 31, 2012	449,629		16.93
Granted	132,450		25.74
Vested	(146,460	)	12.30
Forfeited	(53,994	)	16.33
Outstanding at June 30, 2013	381,625		21.85

There were 132,450 and 298,692 restricted stock shares granted during the six months ended June 30, 2013 and 2012, respectively. The total fair value of restricted stock shares vested during the six months ended June 30, 2013 and 2012 was $3.5 million and $3.3 million, respectively.

As of June 30, 2013 and 2012, there was $7.4 million and $5.4 million, respectively, of total unrecognized compensation cost related to nonvested restricted stock to be recognized over a weighted-average period of 3.0 years and 3.5 years, respectively.

Stock Options

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, vest over four years of continuous service, and have ten-year contractual terms. The fair value of each stock option award is estimated on the date of grant using the Black Scholes model. There were no options granted during the six months ended June 30, 2013 or 2012. Expected volatilities are based on the historical volatility of a group of peer entities within the same industry. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option.

A summary of share option activity under the 2011 Plan as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

	Number of Options		Weighted- Average Exercise Price ($)	Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2012	247,650		9.59	8.0	2,015
Exercised	(58,150	)	9.53
Forfeited or expired	(94,250	)	10.84
Outstanding at June 30, 2013	95,250		8.40	6.7	2,221
Exercisable at June 30, 2013	53,750		8.29	6.3	1,260
Vested or Expected to Vest at June 30, 2013	94,499		8.40	6.7	2,204

The total intrinsic value of share options exercised during the six months ended June 30, 2013 was $0.9 million.

As of June 30, 2013 and 2012, there was $0.1 million and $0.9 million, respectively, of total unrecognized compensation cost related to options expected to be recognized over a weighted-average period of 1.0 years and 2.5 years, respectively.

Performance Share Awards

During 2013 and 2012, the Company granted certain senior-level executives restricted stock units that vest based on market and service conditions as part of a long-term incentive plan, which are referred to herein as performance share awards. The number of shares of common stock underlying each award is determined at the end of a three-year performance period. In order to vest, the senior level executive must still be employed by the Company, with certain contractual exclusions, at the end of the performance period. At the end of the performance period, the percentage of the stock units that will vest will be determined by ranking the Company’s total shareholder return compared to the total shareholder return of 11 peer companies. Based on the level of performance, between 0% and 200% of the award may vest. Within 60 days after vesting, the shares underlying the award will be issued to the participant. In the event of a change in control of the Company or the disability or

11

Notes to Condensed Financial Statements—(Continued)

death of a participant, the payout of any award is limited to a pro-rated portion of such award based upon a performance assessment prior to the change-in-control date or date of disability or death.

The market condition requirements are reflected in the grant date fair value of the award, and the compensation expense for the award will be recognized on a straight-line basis over the performance period assuming that the requisite service is rendered regardless of whether the market conditions are achieved.

The grant date fair value of the performance share awards was determined through the use of a Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the market condition requirements. A summary of the variables used is presented below for grants occurring in the respective years:

	Weighted-Average at Grant Date 2013		Weighted-Average at Grant Date 2012
Expected volatility factor	0.41		0.39
Risk free interest rate	0.31	%	0.45	%
Expected term (in years)	2.72		2.75
Expected dividend yield	—	%	—	%

The volatility was based upon a weighted average of the volatility for the Company and the most recent volatility of its peers. The peer group used to calculate volatility is consistent with the group used for the traditional employee stock options. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and each of the peer companies within the peer group in order to model stock price movements. The volatilities used were calculated over the most recent period, which aligned with the performance period at the grant date for each respective grant. The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the remaining performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its models for the six months ended June 30, 2013 and 2012.

The following table summarizes the Company’s performance share awards for six months ended June 30, 2013:

	Number of Awards		Weighted-Average Fair Value at Grant Date ($)
Outstanding at December 31, 2012	280,907		20.30
Granted	107,750		25.76
Vested	—		—
Forfeited	(43,150	)	21.09
Outstanding at June 30, 2013	345,507		21.90

As of June 30, 2013 and 2012, there was $8.0 million and $7.8 million of total unrecognized compensation cost related to performance share awards. The unrecognized cost is expected to be recognized over 1.9 years and 2.51 years, respectively.

10. Tax Receivable Agreement

The Company entered into the Tax Receivable Agreement (TRA) with the Pre-IPO Stockholders (as defined in the TRA) effective immediately prior to the consummation of the Company's IPO. Under the TRA, the Company is obligated to pay the Pre-IPO Stockholders an amount equal to 90% of the cash savings in federal income tax realized by it by virtue of the use of the federal net operating loss, deferred interest deductions and alternative minimum tax credits held by the Company as of March 31, 2011. Cash tax savings generally will be computed by comparing actual federal income tax liability to the amount of such taxes that the Company would have been required to pay had such Pre-IPO NOLs (as defined in the TRA) not been available. Upon consummation of the IPO and execution of the TRA, the Company recorded a liability with an offsetting reduction to additional paid-in-capital.

The term of the TRA will continue until the first to occur of (a) the full payment of all amounts required under the agreement with respect to utilization or expiration of all of the Pre-IPO NOLs, (b) the end of the taxable year including the tenth anniversary of the IPO or (c) a change in control of the Company. The amount and timing of payments under the TRA will depend upon a number of factors, including, but not limited to, the amount and timing of taxable income generated in the future and any future limitations that may be imposed on the Company's ability to use the Pre-IPO NOLs.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical factors are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” and “potential,” and similar expressions intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” in this report and in Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Spirit Airlines is an ultra low-cost, low-fare airline based in Miramar, Florida that offers affordable travel to price-conscious customers. Our all-Airbus fleet currently operates more than 200 daily flights to over 50 destinations in the United States, Caribbean and Latin America. Our stock trades on the NASDAQ Global Select Stock Market under the symbol "SAVE".

Our ultra low-cost carrier, or ULCC, business model allows us to compete principally through offering low base fares and charging separately for select optional services, thereby allowing customers the freedom to save by choosing only the extras they value. We have unbundled components of our air travel service that have traditionally been included in base fares, such as baggage and advance seat selection, and offer them as optional, ancillary services (which we record in our financial statements as non-ticket revenue) as part of a strategy to enable our passengers to identify, select, and pay only for the services they want to use.

We are focused on price-sensitive travelers who pay for their own travel, and our business model is designed to deliver what we believe our customers want: low fares. We aggressively use low fares to stimulate air travel demand in order to increase passenger volume, load factors, and non-ticket revenue on the flights we operate. Higher passenger volumes and load factors help us sell more ancillary products and services, which in turn allows us to reduce the base fare we offer even further, stimulating additional demand. We strive to be recognized by our customers and potential customers as the low-fare leader in the markets we serve.

We compete based on total price. We believe other airlines have used an all-inclusive price concept to effectively raise total prices to consumers, rather than lowering fares by unbundling each product or service. For example, carriers that tout “free bags” have included the cost of checking bags in the total ticket price, which does not allow passengers to see how much they would save if they did not check luggage. We believe that we and our customers benefit when we allow our customers to know the total price of their travel by breaking out the cost of optional products or services. Before they pay, our customers are easily able to compare the total cost of flying with us versus flying with another airline.

We allow our customers to see all available options and their prices prior to purchasing a ticket, and this full transparency illustrates that our total prices are lower, on average, than our competitors, even when options are included.

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Comparative Operating Statistics:

The following tables set forth our operating statistics for the three-month and six-month periods ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Percent Change
	2013		2012
Operating Statistics (unaudited) (A):
Average aircraft	49.5		41.0		20.7	%
Aircraft at end of period	50		42		19.0	%
Airports served in the period	54		51		5.9	%
Average daily aircraft utilization (hours)	12.8		12.9		(0.8	)%
Average stage length (miles)	935		902		3.7	%
Block hours	57,693		48,147		19.8	%
Passenger flight segments (PFSs) (thousands)	3,111		2,613		19.0	%
Revenue passenger miles (RPMs) (thousands)	2,930,912		2,397,663		22.2	%
Available seat miles (ASMs) (thousands)	3,420,257		2,826,916		21.0	%
Load factor (%)	85.7	%	84.8	%	0.9 pts
Average ticket revenue per passenger flight segment ($)	77.51		81.06		(4.4	)%
Average non-ticket revenue per passenger flight segment ($)	53.43		51.47		3.8	%
Total revenue per passenger flight segment ($)	130.94		132.53		(1.2	)%
Average yield (cents)	13.90		14.44		(3.7	)%
RASM (cents)	11.91		12.25		(2.8	)%
CASM (cents)	9.96		10.30		(3.3	)%
Adjusted CASM (cents)	9.79		10.26		(4.6	)%
Adjusted CASM ex fuel (cents)	6.00		6.05		(0.8	)%
Fuel gallons consumed (thousands)	42,683		35,829		19.1	%
Average economic fuel cost per gallon ($)	3.03		3.32		(8.7	)%

(A) See "Glossary of Airline Terms" elsewhere in this quarterly report for definitions used in this table.

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	Six Months Ended June 30,				Percent Change
	2013		2012
Operating Statistics (unaudited) (A):
Average aircraft	48.1		39.6		21.5	%
Aircraft at end of period	50		42		19.0	%
Airports served in the period	54		51		5.9	%
Average daily aircraft utilization (hours)	12.7		12.9		(1.6	)%
Average stage length (miles)	938		907		3.4	%
Block hours	110,544		92,620		19.4	%
Passenger flight segments (PFSs) (thousands)	5,879		4,962		18.5	%
Revenue passenger miles (RPMs) (thousands)	5,592,403		4,592,013		21.8	%
Available seat miles (ASMs) (thousands)	6,547,470		5,415,930		20.9	%
Load factor (%)	85.4	%	84.8	%	0.6 pts
Average ticket revenue per passenger flight segment ($)	78.25		78.97		(0.9	)%
Average non-ticket revenue per passenger flight segment ($)	54.05		51.57		4.8	%
Total revenue per passenger flight segment ($)	132.30		130.54		1.3	%
Average yield (cents)	13.91		14.11		(1.4	)%
RASM (cents)	11.88		11.96		(0.7	)%
CASM (cents)	10.10		10.26		(1.6	)%
Adjusted CASM (cents)	9.96		10.22		(2.5	)%
Adjusted CASM ex fuel (cents)	6.02		6.02		—	%
Fuel gallons consumed (thousands)	81,311		68,559		18.6	%
Average economic fuel cost per gallon ($)	3.17		3.32		(4.5	)%

(A) See "Glossary of Airline Terms" elsewhere in this quarterly report for definitions used in this table.

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Executive Summary

For the second quarter of 2013, we achieved a 16.4% operating margin, an increase of 0.5 points compared to the prior year period. We generated pre-tax earnings of $66.8 million and net earnings of $42.1 million on operating revenues of $407.3 million. For the second quarter of 2012, we generated pre-tax earnings of $55.2 million and net earnings of $34.6 million on operating revenues of $346.3 million, and achieved a 15.9% operating margin.

For the six months ended June 30, 2013, we achieved a 15.0% operating margin, an increase of 0.7 points compared to the prior year period. We generated pre-tax earnings of $116.5 million and net earnings of $72.6 million on operating revenues of $777.8 million. For the six months ended June 30, 2012, we generated pre-tax earnings of $92.8 million and net earnings of $58.0 million on operating revenues of $647.8 million, and achieved a 14.3% operating margin. The increase in our 2013 earnings is a result of our increased capacity, continued strong demand for our low fares, increased growth in our ancillary revenues.

Our Adjusted CASM ex-fuel for the second quarter of 2013 was 6.00 cents, a 0.8%decrease year-over-year. During the second quarter 2013, we entered into lease extensions covering 14 of our existing A319 aircraft. In addition to extending the lease termination dates, we negotiated reduced lease rates resulting in lower rent expense for the remaining term of the leases, contributing to the year-over-year decrease in Adjusted CASM ex-fuel. Despite completing our seat maintenance program in the later half of 2012, we experienced re-accommodation expenses in the second quarter of 2013 comparable to that of prior year period due to higher flight cancellations than expected. Higher depreciation and amortization expense per available seat mile related to amortization of heavy maintenance events partially offset the aggregate decreases.

During the second quarter of 2013, we reached a Company milestone with the introduction of the 50th aircraft into our operating fleet. As of June 30, 2013, our 50 Airbus A320-family aircraft fleet was comprised of 29 A319s, 19 A320s, and two A321s. With the scheduled delivery of four A320s during the remainder of 2013, we expect to end 2013 with 54 aircraft in our fleet. During the second quarter of 2013, we entered into an amendment with Airbus which provides for an additional order of 20 Airbus A321 aircraft, scheduled for delivery between 2015 and 2017. In addition, the Airbus Amendment provides that ten of the Company's existing Airbus A320 orders will be converted to Airbus A321 aircraft, which are scheduled to be delivered from 2017 through 2018.

Comparison of three months ended June 30, 2013 to three months ended June 30, 2012

Operating Revenues

Operating revenues increased $61.0 million, or 17.6%, to $407.3 million for the second quarter of 2013, as compared to the second quarter of 2012, as we achieved an 85.7% load factor on an increase in traffic of 22.2%.

Total revenue per available seat mile ("RASM") for the second quarter 2013 was 11.91 cents, a decrease of 2.8 percent compared to the second quarter of 2012. Total revenue per passenger flight segment decreased 1.2% from $132.53 in the second quarter of 2012 to $130.94 in the second quarter of 2013. We estimate that the calendar shift of Easter from the second quarter of 2012 into the first quarter of 2013 drove some of the decrease period-over-period. Our average ticket fare per passenger flight segment decreased from $81.06 to $77.51, or 4.4%, compared to the prior year period, and non-ticket revenue per passenger flight segment increased from $51.47 to $53.43, or 3.8%, compared to the prior year period. The growth in non-ticket revenue per passenger flight segment during the second quarter 2013 was primarily driven by the pricing structure for optional services implemented during the third quarter of 2012.

Non-ticket revenue represented 40.8% of total revenue in the second quarter of 2013 compared to 38.8% in the second quarter of 2012, reflecting the continued optimization, development, and maturation of our ancillary revenues streams.

Operating Expenses

Operating expenses increased $49.4 million, or 17.0%, for the second quarter of 2013 compared to the second quarter of 2012, primarily due to our 21.0% capacity growth as well as higher amortization of our heavy maintenance events on our aircraft.

Aircraft fuel expense includes both into-plane expense (defined below) plus the effect of mark-to-market adjustments to our portfolio of derivative instruments, which is a component of aircraft fuel expense. Into-plane fuel expense is defined as the price that we generally pay at the airport, including taxes and fees. Into-plane fuel prices are affected by the global oil market and refining costs, which can vary by region in the United States and other countries where we operate. Into-plane fuel expense

16

approximates cash paid to the supplier and does not reflect the effect of our fuel derivatives. Management chose not to elect hedge accounting on any derivative instruments during 2013 or 2012 and, as a result, changes in the fair value of these fuel hedge contracts are recorded each period in aircraft fuel expense.

Aircraft fuel expense, our largest operating cost as a percentage of operating expenses, increased in the second quarter of 2013 by $15.0 million, or 12.5%, due to a 19.8% increase in block hours, an increase of $2.3 million in realized and unrealized net losses from fuel derivatives, offset by a 6.8% decrease in into-plane cost per gallon, compared to the second quarter of 2012.

The elements of the changes are illustrated in the following table:

	Three Months Ended June 30,				Percent Change
	2013		2012
	(in thousands, except per-gallon amounts)
Into-plane fuel expense	$	129,375	$	116,622	10.9	%
Cash received from settled derivatives, net of cash settlements paid	113		2,488		(95.5	)%
Economic fuel expense	129,488		119,110		8.7	%
Impact on fuel expense from unrealized (gains) and losses arising from mark-to-market adjustments to our outstanding fuel derivatives	5,763		1,123		413.2	%
Aircraft fuel expense (per Statement of Operations)	$	135,251	$	120,233	12.5	%
Fuel gallons consumed	42,683		35,829		19.1	%
Economic fuel cost per gallon	$	3.03	$	3.32	(8.7	)%
Into-plane fuel cost per gallon	$	3.03	$	3.25	(6.8	)%

Gulf Coast Jet indexed fuel is the basis for a substantial majority of our fuel consumption and is impacted by both the price of crude oil as well as increases or decreases in refining margins associated with the conversion of crude oil to jet fuel. The into-plane fuel cost per gallon decreased by 6.8% primarily as a result of lower Gulf Coast Jet fuel prices during the second quarter of 2013 as compared to second quarter of 2012.

We track economic fuel expense, which we define as into-plane fuel expense plus or minus the cash we paid or received from hedge counterparties for expiring positions that we settle during the relevant period, including hedges that we terminate early during the period. The key difference between aircraft fuel expense and economic fuel expense is unrealized mark-to-market changes. When we refer to economic fuel expense, we include realized gains or losses only when they are settled through a cash payment to or from our derivative contract counterparties. We believe this is the best measure of the effect fuel prices are currently having on our business because it most closely approximates the net cash outflow associated with purchasing fuel for our operations. Accordingly, many industry analysts evaluate airline results using this measure, and it is used in our internal management reporting. Total net loss recognized for hedges that settled during the second quarter of 2013 was $0.1 million, compared to a net loss of $2.5 million in the prior year period. These amounts represent the net cash received for the settlement of hedges.

As of June 30, 2013, we had fuel hedges using U.S. Gulf Coast jet fuel collars and jet fuel swaps using crude oil and refined products as the underlying commodities. As of June 30, 2013, we had agreements in place to protect the refining price risk between the price of crude oil and the price of refined jet fuel for approximately 71% of our anticipated refined fuel consumption during peak hurricane season (August through October) and agreements to protect an additional 17% of the anticipated jet fuel consumption for the third quarter of 2013. Total unrealized (gains) and losses arising from mark-to-market adjustments to our outstanding fuel derivatives during the second quarter of 2013 was a $5.8 million net loss. Our net position is due to a decrease in the market price for refining margin on jet fuel hedges when compared to that market as of the time of our hedge trade.

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We measure our operating cost performance on a per-ASM basis, since one ASM is the unit of production of an airline’s capacity. The following table presents our cost per-ASM, or unit cost, for the three months ended June 30, 2013 and 2012, followed by explanations of the material changes on a unit cost basis and/or dollar basis:

	Three Months Ended June 30,		Per-ASM Change		Percent Change
	2013	2012
	(in cents, except for percentages)
Aircraft fuel	3.95	4.25	(0.30	)	(7.1	)%
Salaries, wages, and benefits	1.88	1.89	(0.01	)	(0.5	)%
Aircraft rent	1.23	1.28	(0.05	)	(3.9	)%
Landing fees and other rents	0.62	0.60	0.02		3.3	%
Distribution	0.51	0.52	(0.01	)	(1.9	)%
Maintenance, materials and repairs	0.44	0.48	(0.04	)	(8.3	)%
Depreciation and amortization	0.22	0.12	0.10		83.3	%
Other operating	1.09	1.16	(0.07	)	(6.0	)%
Loss on disposal of assets	—	—	—		N/A
Special charges (credits)	—	—	—		N/A
CASM	9.96	10.30	(0.34	)	(3.3	)%
Adjusted CASM (1)	9.79	10.26	(0.47	)	(4.6	)%
Adjusted CASM ex fuel (2)	6.00	6.05	(0.05	)	(0.8	)%

(1) Excludes mark-to-market losses of less than 0.01 cent per-ASM for the three months ended June 30, 2013 and 2012.

(2) Excludes all components of fuel expense, including realized and unrealized mark-to-market gains and losses.

Our Adjusted CASM ex-fuel for the second quarter of 2013 was down0.8% as compared to the same period in 2012. During the second quarter of 2013, we entered into lease extensions covering 14 of our existing A319 aircraft. The lease extensions provide for reduced lease rates resulting in lower rent expense for the remaining term of the leases which contributed to the decrease in Adjusted CASM ex-fuel, as compared to the second quarter of 2012. We also had a decrease in other operating expenses on a per-ASM basis, driven by reduced passenger re-accommodation expense in the second quarter of 2013, as compared to the prior year period. These decreases were partially offset by higher heavy maintenance amortization expense for the second quarter of 2013 resulting from the increase in deferred heavy aircraft maintenance events, as compared to the same period in 2012.

Labor costs for the second quarter of 2013increased $11.0 million, or 20.5%, compared to the second quarter of 2012, primarily driven by a 28.0%increase in our pilot and flight attendant workforce resulting from the introduction of eight new aircraft since the second quarter of 2012. On a per-ASM basis, labor costs decreased because growth in capacity outpaced our increases in labor costs for the period.

Aircraft rent expense for the second quarter of 2013increased by $5.9 million, or 16.2%, compared to the second quarter of 2012. All our aircraft are financed through operating leases. This increase in aircraft rent expense was primarily driven by the delivery of eight new aircraft subsequent to the end of the second quarter of 2012. The increase was partially offset by the reduction in rent expense for 14 A319 aircraft for which lease extensions with reduced lease rates were negotiated with the lessor during the second quarter of 2013. On a per-ASM basis, aircraft rent expense decreased due to reduced rent expense in the second quarter of 2013 related to the negotiated terms for the 14 A319 aircraft as well as year-over-year decrease in expense related to wet-leased aircraft which we incurred during the second quarter of 2012 in order to maintain desired capacity during the 2012 summer months.

Landing fees and other rents for the second quarter of 2013increased $4.3 million, or 25.1%, on an absolute dollar basis, as compared to the second quarter of 2012 primarily due to a 15.6%increase in departures. On a per-ASM basis, landing fees and other rents increased as a result of increased volume at higher cost airports.

Distribution costs increased by $2.5 million, or 17.2%, in the second quarter of 2013 as compared to the second quarter of 2012. The increase is primarily due to increased sales volume and an increase of approximately 5.6 percentage points year-over-year in the percentage of sales from third-party travel agents, which are more expensive than selling directly through our website. This shift in distribution mix did not materially affect operating income because the revenues received from sales

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through third-party travel agents are designed to at least offset the associated incremental costs. The decrease on a per unit basis is primarily due to a decrease in our effective credit card fee rates period-over-period.

Maintenance costs for the second quarter of 2013increased by $2.1 million, or 15.9%, compared to the prior year period. The increase in maintenance costs is mostly due to the aging of our fleet, which requires more comprehensive work during routine scheduled maintenance, as well as the timing of the mix of maintenance checks performed during the second quarter of 2013 as compared to the prior year period. The decrease in maintenance cost on a per-ASM basis is due largely to the $3.1 million in one time costs associated with the 2012 seat maintenance program in addition to $0.9 million of maintenance and repair related costs during the second quarter of 2012 from hail storm damage. Maintenance expense is expected to increase significantly as our fleet continues to grow and age, resulting in the need for additional repairs over time.

We account for heavy maintenance under the deferral method. Under the deferral method, the cost of heavy maintenance is capitalized and amortized as a component of depreciation and amortization expense in the statement of operations until the next heavy maintenance event. The amortization of heavy maintenance costs was $5.4 million and $1.8 million for the second quarters of 2013 and 2012, respectively. If heavy maintenance events were amortized within maintenance, materials, and repairs expense in the statement of operations, our maintenance, materials, and repairs expense would have been $20.6 million and $15.4 million for the second quarters of 2013 and 2012, respectively.

Depreciation and amortization increased by $4.3 million primarily due to deferred heavy aircraft maintenance events, which in turn resulted in higher amortization expense recorded in the second quarter of 2013 compared to the prior year period.

Other operating expense for the second quarter of 2013increased by $4.3 million, or 13.0%, compared to the second quarter of 2012, primarily due to an increase in departures of 15.6% which led to increases in variable operating expenses such as ground handling and security expense. Despite completing our seat maintenance program in the later half of 2012, we experienced re-accommodation expenses in the second quarter of 2013 comparable on an absolute dollar basis to that of prior year period due to higher flight cancellations than expected.  The decrease on a per-ASM basis of 6.0% is primarily due higher ASM's on comparable passenger re-accommodations in the second quarter of 2013.

Other income (expenses)

Interest expense and corresponding capitalized interest in the second quarter of 2013 primarily relates to interest related to the tax receivable agreement. Interest expense and corresponding capitalized interest in the second quarter of 2012 primarily relates to interest on pre-delivery deposits ("PDPs") and interest related to the tax receivable agreement.

Income Taxes

Our effective tax rate for the second quarter of 2013 was 37.0% compared to 37.4% for the second quarter of 2012. In arriving at these rates, we considered a variety of factors, including our forecasted full-year pre-tax results, the U.S. federal rate of 35%, expected nondeductible expenses, and estimated state income taxes. We evaluate our tax rate each quarter and make adjustments when necessary. Our final effective tax rate for the full year is dependent on the level of pre-tax income and the magnitude of any nondeductible expenses in relation to that pre-tax income.

Comparison of six months ended June 30, 2013 to six months ended June 30, 2012

Operating Revenues

Operating revenues increased $130.0 million, or 20.1%, to $777.8 million for the six months ended June 30, 2013 compared to the prior year period as we achieved an 85.4% load factor on an increase in traffic of 21.8%.

Total RASM for the six months ended June 30, 2013 was 11.88 cents, a decrease of 0.7% compared to the same period of 2012, primarily due to a 3.4%increase in average stage length. Total revenue per passenger flight segment increased 1.3% from $130.54 per passenger flight segment for the six months endedJune 30, 2012 to $132.30 for the six months endedJune 30, 2013. Our results for the six months endedJune 30, 2013 were driven by a 20.9%increase in ASMs, strong demand and continued growth of our ancillary revenue streams. We generated greater demand by lowering our average ticket fare per PFS to $78.25, or 0.9%, compared to the prior year period while increasing our non-ticket revenue per PFS in the six months endedJune 30, 2013 from $51.57 to $54.05, or 4.8%, compared to the same period last year.

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Non-ticket revenue represented 40.9% of total revenue for the six months ended June 30, 2013 compared to 39.5% for the same period for 2012, reflecting the continued optimization, development and maturation of our ancillary revenues streams.

Operating Expenses

Operating expense increased for the six months ended June 30, 2013 by $105.9 million compared to the same period for 2012 primarily due to our 20.9% capacity growth as well higher amortization of heavy maintenance events on our aircraft.

Aircraft fuel expense for the six months ended June 30, 2013increased $38.0 million, or 16.6%, compared to the prior year period, as a result of a 19.4%increase in block hours, an increase of $7.4 million in net realized and unrealized losses from fuel derivatives, offset by a 4.5%decrease for into-plane fuel cost per gallon year-over-year. The elements of the changes are illustrated in the following table:

	Six Months Ended June 30,					Percent Change
	2013			2012
	(in thousands, except per-gallon amounts)
Into-plane fuel expense	$	258,088		$	227,540	13.4	%
Cash received from settled derivatives, net of cash settlements paid	(315		)	37		(951.4	)%
Economic fuel expense	257,773			227,577		13.3	%
Impact on fuel expense from unrealized (gains) and losses arising from mark-to-market adjustments to our outstanding fuel derivatives	9,144			1,381		562.1	%
Aircraft fuel expense (per Statement of Operations)	$	266,917		$	228,958	16.6	%
Fuel gallons consumed	81,311			68,559		18.6	%
Economic fuel cost per gallon	$	3.17		$	3.32	(4.5	)%
Into-plane fuel cost per gallon	$	3.17		$	3.32	(4.5	)%

Total net gain recognized for hedges that settled during the six months ended June 30, 2013 was $0.3 million, compared to a net loss of $37 thousand in the prior year period, representing the net cash received or paid for the settlement of hedges.

As of June 30, 2013, we had fuel hedges using U.S. Gulf Coast jet fuel collars and jet fuel swaps as the underlying commodity. As of June 30, 2013, we had agreements in place to protect the refining price risk between the price of crude oil and the price of refined jet fuel for approximately 71% of our anticipated refined fuel consumption during peak hurricane season (August through October) and agreements to protect an additional 17% of the anticipated jet fuel consumption for the third quarter of 2013. Total unrealized (gains) and losses arising from mark-to-market adjustments to our outstanding fuel derivatives during the second quarter of 2013 was a $5.8 million net loss. Our net position is due to a decrease in the market price for refining margin on jet fuel hedges when compared to that market as of the time of our hedge trade. Total unrealized (gains) and losses arising from mark-to-market adjustments to our outstanding fuel derivatives during the six months ended June 30, 2013 was a $9.1 million net loss. Our net position is due to a decrease in the market price for refining margin on jet fuel hedges when compared to that market as of the time of our hedge trade.

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We measure our operating cost performance on a per-ASM basis, since one ASM is the unit of production of an airline’s capacity. The following table presents our cost per-ASM, or unit cost, for the six months ended June 30, 2013 and 2012, followed by explanations of the material changes on a unit cost basis and/or dollar basis:

	Six Months Ended June 30,		Per-ASM Change		Percent Change
	2013	2012
	(in cents, except for percentages)
Aircraft fuel	4.08	4.23	(0.15	)	(3.5	)%
Salaries, wages, and benefits	1.92	1.96	(0.04	)	(2.0	)%
Aircraft rent	1.27	1.27	—		—	%
Landing fees and other rents	0.60	0.59	0.01		1.7	%
Distribution	0.50	0.53	(0.03	)	(5.7	)%
Maintenance, materials and repairs	0.41	0.44	(0.03	)	(6.8	)%
Depreciation and amortization	0.21	0.11	0.10		90.9	%
Other operating	1.10	1.10	—		—	%
Loss on disposal of assets	—	0.01	(0.01	)	(100.0	)%
Special charges (credits)	—	—	—		N/A
CASM	10.10	10.26	(0.16	)	(1.6	)%
Adjusted CASM (1)	9.96	10.22	(0.26	)	(2.5	)%
Adjusted CASM ex fuel (2)	6.02	6.02	—		—	%

(1) Excludes mark-to-market losses of less than 0.01 cent and gains of 0.03 cents per-ASM for the six months ended June 30, 2013 and 2012, respectively.

(2) Excludes all components of fuel expense, including realized and unrealized mark-to-market gains and losses.

Our Adjusted CASM ex-fuel for the six months ended June 30, 2013 was flat as compared to the same period in 2012. During the six months ended June 30, 2013, we experienced an increase in amortization expense related to deferred heavy aircraft maintenance events which were offset by decreases on a per-ASM basis of our labor, distribution and maintenance costs.

Labor costs for the six months ended June 30, 2013increased $19.8 million, or 18.7%, compared to same period in 2012,primarily driven by a 25.0%increase in our pilot and flight attendant workforce resulting from the introduction of eight new aircraft since the second quarter of 2012. On a per-ASM basis, labor costs decreased because growth in capacity outpaced our increases in labor costs for the period.

Aircraft rent expense for the six months ended June 30, 2013increased by $14.1 million, or 20.4%, compared to the same period in 2012. This increase was primarily driven by the delivery of eight new aircraft subsequent to the end of the second quarter of 2012. On a per-ASM basis, aircraft rent expense was flat due to higher rents from our new aircraft deliveries offset by decreases from the modification of our lease terms with the 14 A319 aircraft and a year-over-year decrease in expense related to wet-leased aircraft which we incurred during the second quarter of 2012 in order to maintain desired capacity during the 2012 summer months.

Landing fees and other rents for the six months ended June 30, 2013increased $7.2 million, or 22.4%, as compared to the same period in 2012 primarily due to a 15.5%increase in departures. On a per-ASM basis, landing fees and other rents increased slightly as a result of increased volume at higher cost airports.

Distribution costs increased by $4.0 million, or 13.9%, for the six months ended June 30, 2013 as compared to the same period in 2012. The increase is primarily due to increased sales volume and an increase of approximately 5.4 percentage points year-over-year in the percentage of sales from third-party travel agents, which are more expensive than sales directly through our website. This shift in distribution mix did not materially affect operating income because the revenues received from sales through third-party travel agents are designed to at least offset the associated incremental costs. The decrease on a per unit basis is primarily due to a decrease in our effective credit card fee rates period-over-period.

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Maintenance costs for the six months ended June 30, 2013increased by $3.9 million, or 17.1%, compared to the prior year period. The increase in maintenance costs is mostly due to the aging of our fleet, which requires more comprehensive work during routine scheduled maintenance, as well as the timing of the mix of maintenance checks performed during the six months ended June 30, 2013 as compared to the six months ended of June 30, 2012. The decrease in maintenance costs on a per-ASM basis is due largely to the one time costs associated with the 2012 seat maintenance program in addition to $0.9 million of maintenance and repair related costs in the second quarter of 2012 from hail storm damage. Maintenance expense is expected to increase significantly as our fleet continues to grow and age, resulting in the need for additional repairs over time.

We account for heavy maintenance under the deferral method. Under the deferral method, the cost of heavy maintenance is capitalized and amortized as a component of depreciation and amortization expense in the statement of operations until the next heavy maintenance event. The amortization of heavy maintenance costs was $9.8 million and $3.3 million for the six months ended June 30, 2013 and 2012, respectively. If heavy maintenance events were amortized within maintenance, materials and repairs expense in the statement of operations, our maintenance, materials and repairs expense would have been $36.8 million and $27.3 million for the second quarters of 2013 and 2012, respectively.

Depreciation and amortization increased by $7.7 million primarily due to deferred heavy aircraft maintenance events, which in turn resulted in higher amortization expense recorded in the six months ended June 30, 2013 compared to the prior year period.

Other operating expense for the six months ended June 30, 2013increased by $11.3 million, or 18.7%, compared to the prior year period, primarily due to an increase in departures of 15.5% which led to increases in variable operating expenses such as ground handling and security expense. Despite completing our seat maintenance program in the later half of 2012, we experienced re-accommodation expenses in the second half of 2013 comparable on an absolute dollar basis to that of prior year period due to higher flight cancellations than expected. On a per-ASM basis, the decrease in other operating expenses is due to higher ASM's on comparable passenger re-accommodation expense during the six months ended June 30, 2013.

Other income (expenses)

Interest expense and corresponding capitalized interest in the six months ended June 30, 2013 primarily relates to interest on the tax receivable agreement. Interest expense and corresponding capitalized interest in the six months ended June 30, 2012 primarily relates to interest on PDPs and interest related to the tax receivable agreement.

Income Taxes

Our effective tax rate for the six months ended June 30, 2013 was 37.7% compared to 37.5% for the six months ended June 30, 2012. In arriving at these rates, we considered a variety of factors, including our forecast full-year pre-tax results, the U.S. federal rate of 35%, expected nondeductible expenses, and estimated state income taxes. We evaluate our tax rate each quarter and make adjustments when necessary. Our final effective tax rate for the full year is dependent on the level of pre-tax income and the magnitude of any nondeductible expenses in relation to that pre-tax income.

Liquidity and Capital Resources

Our primary source of liquidity is cash on hand and cash provided by operations. Our main uses of liquidity are for working capital needs, capital expenditures, PDPs and maintenance reserves. Our total cash at June 30, 2013 was $524.9 million, an increase of $108.1 million from December 31, 2012.

Our most significant capital needs are to fund the acquisition costs of our aircraft. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each delivery date. In the six months ended June 30, 2013, $16.0 million of PDPs have been returned related to delivered aircraft and engines in the period, and we have paid $35.7 million for future deliveries of aircraft and spare engines. As of June 30, 2013, we have $111.8 million of PDPs on our balance sheet.

Maintenance reserves are paid to aircraft lessors and are held as collateral in advance of our performance of major maintenance activities. In the six months ended June 30, 2013, we recorded a change of $16.6 million in maintenance reserves, net of reimbursements, and as of June 30, 2013, we have $214.2 million ($70.6 million in other current assets and $143.6 million in prepaid aircraft maintenance to lessors) on our balance sheet.

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We have secured third-party financing commitments for our next four aircraft deliveries from Airbus, which are scheduled for delivery in 2013. We do not have financing commitments in place for the remaining 112 aircraft currently on firm order which are scheduled for delivery in 2014 through 2021. These future aircraft deliveries may be leased or otherwise financed based on market conditions, our prevailing level of liquidity, and capital market availability.

Net Cash Flows Provided By Operating Activities. Operating activities in the six months ended June 30, 2013provided$134.3 million in cash compared to $97.4 millionprovided in the six months ended June 30, 2012. The increase is primarily due to an increase in net income for the six months ended June 30, 2013 of $14.6 million compared to the prior year period and higher future bookings at June 30, 2013 as compared to prior year period.

Net Cash Flows Used In Investing Activities. In the six months ended June 30, 2013, investing activities used$33.6 million, compared to $5.4 millionused in the prior year period. The increase is mainly due to an increase in paid PDPs, net of refunds, during the six months ended June 30, 2013, compared to the prior year period, driven by the timing of aircraft deliveries. In the six months ended June 30, 2012, cash used was reduced by $9.0 million as a result of proceeds from the sales of DCA slots. Capital expenditures decreased period-over-period mainly due to expenses incurred in 2012 related to the implementation of SAP, our new enterprise resource planning system.

Net Cash Provided By Financing Activities. During the six months ended June 30, 2013, financing activities provided$7.4 million, compared to $20.4 millionused in the prior year period. The change in financing activities is driven mostly by the timing of the tax receivable agreement payment scheduled to be paid in the second half of 2013. In the prior year period, the tax receivable agreement payment was made during the first six months of the year.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual obligations as of June 30, 2013 and the periods in which payments are due (in millions):

	Remainder of 2013		2014 - 2015		2016 - 2017		2018 and beyond		Total
Operating lease obligations	$	98	$	373	$	324	$	529	$	1,324
Flight equipment purchase obligations	233		1,254		1,617		2,346		5,450
Total future payments on contractual obligations (1)	$	331	$	1,627	$	1,941	$	2,875	$	6,774

(1) Does not include remaining contractual payments to the Pre-IPO Stockholders under the Tax Receivable Agreement. See Note 10.

Some of our master lease agreements provide that we pay maintenance reserves to aircraft lessors to be held as collateral in advance of our required performance of major maintenance activities. Some maintenance reserve payments are fixed contractual amounts, while others are based on actual flight hours. Fixed maintenance reserve payments for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, will be approximately $5.1 million in the remainder of 2013, $10.6 million in 2014, $11.0 million in 2015, $11.4 million in 2016, $11.1 million in 2017, and $40.0 million in 2018 and beyond.

Additionally, we are contractually obligated to pay the following minimum guaranteed payments to the provider of our reservation system as of June 30, 2013: $1.9 million during the remainder of 2013, $3.9 million in 2014, $3.9 million in 2015, $3.9 million in 2016, $3.9 million in 2017 and $2.6 million in 2018.

Off-Balance Sheet Arrangements

We have significant obligations for aircraft as all 50 of our aircraft are financed under operating leases and therefore are not reflected on our balance sheets. These leases expire between 2016 and 2025. Aircraft rent payments were $41.9 million and $34.8 million, for the three months ended June 30, 2013 and 2012, respectively, and $82.1 million and $67.7 million for the six months ended June 30, 2013 and 2012, respectively. Our aircraft lease payments for 45 of our aircraft are fixed-rate obligations. Five of our aircraft leases provide for variable rent payments, which fluctuate based on changes in LIBOR (London Interbank Offered Rate).

Our contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. On June 20, 2013, we entered into an amendment to the Airbus A320 Family Purchase Agreement, by and between us and Airbus S.A.S., dated as of May 5, 2004 (Airbus Amendment), for the order of an additional 20 Airbus

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A321 aircraft. These aircraft are in addition to the 96 aircraft not yet delivered under our existing order with Airbus and will be scheduled for delivery between 2015 and 2017. In addition, the Airbus Amendment provides that ten of our existing Airbus A320 orders will be converted to Airbus A321 aircraft, which are scheduled to be delivered from 2017 through 2018. As of June 30, 2013, firm aircraft orders consisted of 116 A320 family aircraft (41 of the existing A320 model, 45 A320neos, and 30 of the existing A321 model) with Airbus, five direct operating leases for A320neos with a third party, and two spare engine orders for V2500 SelectOne™engines with International Aero Engines AG. Aircraft are scheduled for delivery from 2013 through 2021, and spare engines are scheduled for delivery from 2014 through 2015. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and aircraft PDPs, will be approximately $233 million for the remainder of 2013, $419 million in 2014, $834 million in 2015, $809 million in 2016, $808 million in 2017 and $2,346 million in 2018 and beyond.

As of June 30, 2013, we had lines of credit related to corporate credit cards of $18.6 million from which we had drawn $6.4 million. As of June 30, 2012, we had lines of credit related to corporate credit cards of $13.6 million from which we had drawn $5.4 million.

As of June 30, 2013, we had lines of credit with counterparties for both physical fuel delivery and jet fuel derivatives in the amount of $19.5 million. We are required to post collateral for any excess above the lines of credit if the derivatives are in a net liability position and make periodic payments in order to maintain an adequate undrawn portion for physical fuel delivery. As of June 30, 2013, we had drawn $21.6 million, net of collateral posted, on these lines of credit. As of June 30, 2012, we had lines of credit with counterparties for both physical fuel delivery and jet fuel derivatives in the amount of $18.0 million. As of June 30, 2012, we had drawn $8.2 million, net of collateral posted, on these lines of credit.

As of June 30, 2013, we had $5.8 million in uncollateralized surety bonds and a $10.1 million in unsecured standby letter of credit facilities of which $9.9 million had been drawn upon for issued letters of credit.

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GLOSSARY OF AIRLINE TERMS

Set forth below is a glossary of industry terms:

“Adjusted CASM” means operating expenses, excluding special charges (credits), loss on disposal of assets, and mark-to-market gains or losses, divided by ASMs.

“Adjusted CASM ex fuel” means operating expenses excluding aircraft fuel expense, special charges (credits), and loss on disposal of assets, divided by ASMs.

“AFA-CWA” means the Association of Flight Attendants-CWA.

“Air traffic liability” or “ATL” means the value of tickets sold in advance of travel.

“ALPA” means the Airline Pilots Association, International.

“ASIF” means an Aviation Security Infrastructure Fee assessed by the TSA on each airline.

“Available seat miles” or “ASMs” means the number of seats available for passengers multiplied by the number of miles the seats are flown, also referred to as "capacity".

“Average aircraft” means the average number of aircraft in our fleet as calculated on a daily basis.

“Average daily aircraft utilization” means block hours divided by number of days in the period divided by average aircraft.

“Average economic fuel cost per gallon” means total aircraft fuel expense, excluding mark-to-market gains and losses, divided by the total number of fuel gallons consumed.

“Average non-ticket revenue per passenger flight segment” means the total non-ticket revenue divided by passenger flight segments.

“Average ticket revenue per passenger flight segment” means total passenger revenue divided by passenger flight segments.

“Average stage length” represents the average number of miles flown per flight.

“Average yield” means average operating revenue earned per RPM, calculated as total revenue divided by RPMs.

“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.

“CASM” or “unit costs” means operating expenses divided by ASMs.

“CBA” means a collective bargaining agreement.

“CBP” means United States Customs and Border Protection.

“DOT” means the United States Department of Transportation.

“EPA” means the United States Environmental Protection Agency.

“FAA” means the United States Federal Aviation Administration.

“FCC” means the United States Federal Communications Commission.

“FLL Airport” means the Fort Lauderdale-Hollywood International Airport.

“GDS” means Global Distribution System (e.g., Amadeus, Galileo, Sabre and Worldspan).

“Into-plane fuel cost per gallon” means into-plane fuel expense divided by number of fuel gallons consumed.

“Into-plane fuel expense” represents the cost of jet fuel and certain other charges such as fuel taxes and oil.

“Load factor” means the percentage of aircraft seats actually occupied on a flight (RPMs divided by ASMs).

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“NMB” means the National Mediation Board.

“Operating revenue per-ASM,” “RASM” or “unit revenue” means operating revenue divided by ASMs.

“OTA” means Online Travel Agent (e.g., Orbitz and Travelocity).

“Passenger flight segments” or "PFS" means the total number of passengers flown on all flight segments.

“PDP” means pre-delivery deposit payment.

“Revenue passenger mile” or “RPM” means one revenue passenger transported one mile. RPMs equals revenue passengers multiplied by miles flown, also referred to as "traffic".

“RLA” means the United States Railway Labor Act.

“TWU” means the Transport Workers Union of America.

“TSA” means the United States Transportation Security Administration.

“ULCC” means “ultra low-cost carrier.”

“VFR” means visiting friends and relatives.

"Wet-leased aircraft" means a lease where the lessor provides for aircraft, crew, maintenance and insurance, also known as an "ACMI".

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk-Sensitive Instruments and Positions

We are subject to certain market risks, including commodity prices (specifically aircraft fuel). The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis provided below does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel. Our results of operations can vary materially due to changes in the price and availability of aircraft fuel. Aircraft fuel expense for the six months ended June 30, 2013 and 2012 represented 40.4% and 41.2% of our operating expenses, respectively. Increases in aircraft fuel prices or a shortage of supply could have a material adverse effect on our operations and operating results. We source a significant portion of our fuel from refining resources located in the southeast United States, particularly facilities adjacent to the Gulf of Mexico. Gulf Coast fuel is subject to volatility and supply disruptions, particularly during hurricane season when refinery shutdowns have occurred, or when the threat of weather related disruptions has caused Gulf Coast fuel prices to spike above other regional sources. During peak hurricane season (August through October), we may enter into jet fuel swaps to protect the refining price risk between the price of crude oil and the price of refined jet fuel. Gulf Coast Jet indexed fuel is the basis for a substantial majority of our fuel consumption. Based on our fuel consumption over the last twelve months, a 10% increase in the average price per gallon of aircraft fuel would have increased aircraft fuel expense by approximately $51.0 million. To attempt to manage fuel price risk, from time to time we use jet fuel option contracts or swap agreements to mitigate a portion of the crack spread between crude and jet fuel. As of June 30, 2013, we had agreements in place to protect approximately 71% of our peak hurricane season (August through October) anticipated refined fuel consumption and contracts to protect an additional 17% of the anticipated jet fuel consumption for the third quarter of 2013.

The fair value of our fuel derivative contracts as of June 30, 2013 and December 31, 2012 was a $8.0 millionliability and a $0.3 millionasset, respectively. We measure our financial derivative instruments at fair value. Fair value of the instruments is determined using standard option valuation models. Changes in the related commodity derivative instrument cash flows may change by more or less than this amount based upon further fluctuations in futures prices. Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. However, we do not expect the counterparties to fail to meet their obligations. As of June 30, 2013, we believe the credit exposure related to these fuel forward contracts was negligible.

Interest Rates. We have market risk associated with changing interest rates due to LIBOR-based lease rates on five of our aircraft. A hypothetical 10% change in interest rates in 2012 would affect total aircraft rent expense in 2013 by less than $0.1 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2013, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. We believe the ultimate outcome of pending lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on our financial position, liquidity, or results of operations.

ITEM 1A. RISK FACTORS

The following is an update to Item 1A Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2012 (2012 Form 10-K). For additional risk factors that could cause actual results to differ materially from those anticipated, please refer to our 2012 Form 10-K.

Risks Related to Our Industry

Airlines are often affected by factors beyond their control including: air traffic congestion at airports; air traffic control inefficiencies; adverse weather conditions, such as hurricanes or blizzards; increased security measures; new travel related taxes or the outbreak of disease, any of which could harm our business, operating results, and financial condition.

Like other airlines, we are subject to delays caused by factors beyond our control, including air traffic congestion at airports, air traffic control inefficiencies, adverse weather conditions, increased security measures, new travel related taxes and the outbreak of disease. Delays frustrate passengers and increase costs, which in turn could adversely affect profitability. The federal government singularly controls all U.S. airspace, and airlines are completely dependent on the FAA to operate that airspace in a safe, efficient, and affordable manner. The air traffic control system, which is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel. U.S. and foreign air-traffic controllers often rely on outdated technologies that routinely overwhelm the system and compel airlines to fly inefficient, indirect routes resulting in delays.

The FAA announced the imposition of furloughs that resulted in reduced staffing, including among air traffic controllers, in connection with its implementation of budget reductions related to the federal government's response to the so-called “sequester” of government funding. The first day affected by these furloughs was April 21, 2013. The FAA subsequently announced the suspension of the furloughs commencing on April 28, 2013. If the suspension of these furloughs were to be lifted or if the future furloughs were to occur, we could not predict the impact on our business; however, any significant reduction in air traffic capacity in key airports in the United States served by us could have a material adverse effect on our operations and financial results.

Adverse weather conditions and natural disasters, such as hurricanes affecting southern Florida and the Caribbean as well as other areas of the eastern United States (such as Hurricane Sandy in October 2012), winter snowstorms or the January 2010 earthquakes in Port-au-Prince, Haiti, can cause flight cancellations or significant delays. Cancellations or delays due to adverse weather conditions or natural disasters, air traffic control problems or inefficiencies, breaches in security or other factors could harm our business, results of operations and financial condition. Similarly, outbreaks of pandemic or contagious diseases, such as avian flu, severe acute respiratory syndrome (SARS) and H1N1 (swine) flu, could result in significant decreases in passenger traffic and the imposition of government restrictions in service and could have a material adverse impact on the airline industry. Increased travel taxes, such as those provided in the Travel Promotion Act, enacted March 10, 2010, which charges visitors from certain countries a $10 fee every two years to travel into the United States to subsidize certain travel promotion efforts, could also result in decreases in passenger traffic. Any general reduction in airline passenger traffic could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Business

We are subject to extensive and increasing regulation by the Federal Aviation Administration, the Department of Transportation, and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business and financial results.

Airlines are subject to extensive and increasing regulatory and legal compliance requirements, both domestically and internationally, that involve significant costs. In the last several years, Congress has passed laws, and the DOT, FAA and TSA have issued regulations, relating to the operation of airlines that have required significant expenditures. We expect to continue to incur expenses in connection with complying with government regulations. Additional laws, regulations, taxes and increased airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or

29

reduce the demand for air travel. If adopted, these measures could have the effect of raising ticket prices, reducing revenue and increasing costs. For example, the DOT finalized rules, effective on April 29, 2010, requiring new procedures for customer handling during long onboard tarmac delays, as well as additional reporting requirements for airlines that could increase the cost of airline operations or reduce revenues. The DOT has been aggressively investigating alleged violations of the new rules. A second set of DOT final rules, which became effective in August 2011 and January 2012, addresses, among other things, concerns about how airlines handle interactions with passengers through advertising, the reservations process, at the airport and on board the aircraft, including requirements for disclosure of base fares plus a set of regulatorily dictated options and limits on cancellations and service charges for changes and cancellations. Failure to remain in full compliance with these rules may subject us to fines or other enforcement action, including requirements to modify our passenger reservations system, which could have a material effect on our business. The DOT has a pending notice of proposed rulemaking addressing additional accommodations required for passengers with certain disabilities. In addition, the FAA recently issued its final regulations governing pilot rest periods and work hours for all airlines certificated under Part 121 of the Federal Aviation Regulations. The rule, which is effective January 14, 2014, impacts the required amount and timing of rest periods for pilots between work assignments and modifies duty and rest requirements based on the time of day, number of scheduled segments, flight types, time zones, and other factors.

We cannot assure you that compliance with these new rules will not have a material adverse effect on our business.

On August 3, 2010, the Airline Baggage Transparency and Accountability Act was introduced in the United States Senate. This legislation, if enacted, would increase disclosure regarding fees for airline ticket sales, impose federal taxes on charges for carry-on and checked baggage, authorize the DOT's Aviation Consumer Protection Division to oversee lost and stolen baggage claims, and require data collection and the public release of collected data concerning airline handling of lost, damaged and stolen luggage. More recently, the United States Senate passed an amendment to the FAA reauthorization bill that, if enacted, would impose federal taxes at a rate of 7.5% on charges for carry-on baggage. If the Airline Baggage Transparency and Accountability Act, the Senate amendment to the FAA reauthorization bill or similar legislation were to be enacted, it is uncertain what effect it would have on our results of operations and financial condition.

We cannot assure you that these and other laws or regulations enacted in the future will not harm our business. In addition, the TSA mandates the federalization of certain airport security procedures and imposes additional security requirements on airports and airlines, most of which are funded by a per ticket tax on passengers and a tax on airlines. The federal government has on several occasions proposed a significant increase in the per ticket tax. The proposed ticket tax increase, if implemented, could negatively impact our financial results.

Our ability to operate as an airline is dependent on our maintaining certifications issued to us by the DOT and the FAA. The FAA has the authority to issue mandatory orders relating to, among other things, the grounding of aircraft, inspection of aircraft, installation of new safety-related items and removal and replacement of aircraft parts that have failed or may fail in the future. A decision by the FAA to ground, or require time consuming inspections of or maintenance on, our aircraft, for any reason, could negatively affect our business and financial results. Federal law requires that air carriers operating large aircraft be continuously “fit, willing and able” to provide the services for which they are licensed. Our “fitness” is monitored by the DOT, which considers factors such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. While the DOT has seldom revoked a carrier's certification for lack of fitness, such an occurrence would render it impossible for us to continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulations.

International routes are regulated by treaties and related agreements between the United States and foreign governments. Our ability to operate international routes is subject to change because the applicable arrangements between the United States and foreign governments may be amended from time to time. Our access to new international markets may be limited by our ability to obtain the necessary certificates to fly the international routes. In addition, our operations in foreign countries are subject to regulation by foreign governments and our business may be affected by changes in law and future actions taken by such governments, including granting or withdrawal of government approvals and restrictions on competitive practices. We are subject to numerous foreign regulations based on the large number of countries outside the United States where we currently provide service. If we are not able to comply with this complex regulatory regime, our business could be significantly harmed. Please see “Business-Government Regulation.”

30

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibits
10.1***	Amendment No. 12, dated as of June 29, 2012, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated as of May 5, 2004.
10.2***	Amendment No. 13, dated as of January 10, 2013, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated as of May 5, 2004, together with an amended and restated letter agreement referenced therein.
10.3***	Amendment No. 14, dated as of June 20, 2013, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated as of May 5, 2004, and five letter agreements related thereto.
10.4	Separation and Transition Agreement Tony Lefebvre 130426.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

* Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

31

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

32

SIGNATURE

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

	SPIRIT AIRLINES, INC.
Date: July 25, 2013	By:	/s/ Edward Christie
		Edward Christie
		Senior Vice President and Chief Financial Officer

33

EX-10.1

Exhibit 10.1

AMENDMENT NO. 12

TO

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.)

AND

SPIRIT AIRLINES, INC.

This Amendment No. 12 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “AAmendment”), is entered into as of June 29, 2012 (the “Amendment Effective Date”), by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “USellerU”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “UBuyerU”).

WHEREAS, the Buyer and the Seller have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft, which, together with all Exhibits, Appendices, and Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007, Amendment No. 8 dated as of February 4, 2008, Amendment No. 9 dated as of June 24, 2008, Amendment No. 10 dated as of July 12, 2009, and Amendment No. 11 dated as of December 29, 2011, is hereinafter called the “Agreement.”

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

1 - A320 GROUP 3 AIRCRAFT PROPULSION SYSTEMS

Clause 2.3.1 of the Agreement states that all A320 Group 3 Aircraft will be delivered with two (2) IAE V2527-A5 powerplants installed.

Notwithstanding Clause 2.3.1 of the Agreement, the Buyer has requested and the Seller agrees that the Buyer may, subject to satisfaction of both conditions set forth in (i) and (ii) below, select the CFM

International CFM56-5B4/3 powerplant for all (but not some) A320 Group 3 Aircraft rather than the IAE V2527-A5 powerplants:

(i) the Buyer will give written notice to the Seller by no later than ***** of its selection of the CFM International CFM56-5B4/3 powerplant; and

(ii) the parties will execute and deliver an amendment to the Agreement by no later than ***** that includes the matters set forth in Appendix 1 hereto.

If either of the above conditions is not fulfilled, the Buyer shall have no option to select the CFM International CFM56-5B4/3 powerplant for any A320 Group 3 Aircraft and all A320 Group 3 Aircraft will be delivered only in accordance the terms and conditions of the Agreement as amended by Amendment No. 11.

2 - NEO PROPULSION SYSTEMS

Clause 2.3.3 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

2.3.3 If the Buyer has not selected the A320 NEO Propulsion Systems as of the date of Amendment No. 11, such choice shall be made no later than *****.

UNQUOTE

3 - PREDELIVERY PAYMENTS

The parties acknowledge that Predelivery Payments received as of the Amendment Effective Date in respect of the A320 Group 3 Aircraft have been calculated using the IAE V2527-A5 Reference Price. If the Buyer selects the CFM56-5B4/3 powerplant, the Seller will retain excess Predelivery Payments, if any, and such excess will be applied against the next Predelivery Payment due for each A320 Group 3 Aircraft.

4 - CONDITION PRECEDENT

It is a condition precedent to the effectivity of this Amendment that at the time of execution hereof, no event shall have occurred which constitutes a Termination Event under the Agreement.

5 - EEFFECT OF THE AMENDMENTU

1. The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

2. The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

6 - UCONFIDENTIALITYU

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential and hereby agree that such information is subject to the terms and conditions contained in Clause 22.7 of the Agreement.

7 - GOVERNING LAWU

1. THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

2. IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

8 - UCOUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the Amendment Effective Date.

SPIRIT AIRLINES, INC.		AIRBUS S.A.S.
By:	/s/ Thomas Canfield	By:	/s/ Christopher Mourey
Its:	SVP & General Counsel	Its:	Senior Vice President - Contracts

APPENDIX 1

1. The definition of A320 Propulsion Systems will be deleted in its entirety and replaced with the following quoted text:

QUOTE

A320 Propulsion Systems - in respect of an (i) A320 Aircraft, A320 Group 1 Aircraft or A320 Group 2 Aircraft, the two (2) IAE V2527-A5 powerplants installed thereon at Delivery and (ii) A320 Group 3 Aircraft, the two (2) CFM International CFM56-5B4/3 powerplants installed thereon at Delivery, each composed of the powerplants (as such term is defined in Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Seller by the Propulsion Systems manufacturer.

UNQUOTE

2. Clause 2.3.1 of the Agreement will be deleted in its entirety and replaced with the following quoted text:

QUOTE

2.3Propulsion Systems

2.3.1.1 The Airframe for the A320 Group 1 Aircraft and A320 Group 2 Aircraft will be equipped with a set of two (2) International Aero Engine V2527-A5 Propulsion Systems.

2.3.1.2 The Airframe for the A320 Group 3 Aircraft will be equipped with a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems.

UNQUOTE

3. Clause 3.1.1.3.2 of the Agreement will be deleted in its entirety and replaced with the following quoted text:

QUOTE

3.1.1.3.2A320 Propulsion Systems

3.1.1.3.2.1 The Base Price of the IAE V2527-A5 Propulsion Systems, at delivery conditions prevailing in January 2011, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions prevailing in January 2006.

3.1.1.3.2.2 The Base Price of the CFM56-5B4/3 Propulsion Systems, at delivery conditions prevailing in January 2011, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by CFM International of ***** in accordance with delivery conditions prevailing in January 2002.

UNQUOTE

4. Exhibit H-3 to the Agreement will be deleted in its entirety and replaced with the Exhibit H-3 attached to this Appendix 1.

EXHIBIT H-3

CFM INTERNATIONAL PROPULSION SYSTEM PRICE REVISION FORMULA

1.1Reference Price of the Propulsion System

The Reference Price for a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems is as quoted in Clause 3.1.1.3 of the Agreement.

The Reference Prices for a set of two (2) CFM International LEAP-X series Propulsion Systems are as set forth in Clause 3.1.1.3 of the Agreement.

These Reference Prices are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Paragraphs 1.4. and 1.5. hereof.

1.2Reference Periods

The Reference Price for a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2002 as defined by CFM International by the Reference Composite Price Index (CPI) 148.84.

The Reference Prices for a set of two (2) CFM International LEAP-X series Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2010 as defined by CFM International by the Reference Composite Price Index (CPI) 186.92.

1.3Indexes

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing”, hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100, hereinafter multiplied by 1.777 and rounded to the first decimal place).

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two (2) preceding months.

Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.

1.4Revision Formula

For CFM56-5B4/3 Propulsion Systems:*****

For CFM LEAP-X series Propulsion Systems:*****

*****

1.5General Provisions

1.5.1Roundings

The Material Index average ***** will be rounded to the nearest second decimal place and the Labor Index average ***** will be rounded to the nearest first decimal place.

***** will be rounded to the nearest second decimal place.

The final factor ***** will be rounded to the nearest third decimal place.

The final factor ***** will be rounded to the nearest third decimal place.

If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure. After final computation Pn will be rounded to the nearest whole number (0.5 rounds to 1).

1.5.2Final Index Values

The revised Reference Price at the date of Aircraft Delivery will not be subject to any further adjustments in the indexes.

1.5.3Interruption of Index Publication

If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes referred to hereabove, the Seller will reflect the substitute for the revised or discontinued index selected by CFM International, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula will be made to accomplish this result.

1.5.4Annulment of the Formula

Should the above provisions become null and void by action of the US Government, the Reference Price will be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the scheduled month of Aircraft Delivery.

1.5.5Limitation

*****

EX-10.2

Exhibit 10.2

AMENDMENT NO. 13

TO

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.)

AND

SPIRIT AIRLINES, INC.

This Amendment No. 13 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “AAmendment”), is entered into as of January 10, 2013 (the “Amendment Effective Date”), by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “USellerU”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “UBuyerU”).

WHEREAS, the Buyer and the Seller have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft, which, together with all Exhibits, Appendices, and Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007, Amendment No. 8 dated as of February 4, 2008, Amendment No. 9 dated as of June 24, 2008, Amendment No. 10 dated as of July 12, 2009, Amendment No. 11 dated as of December 29, 2011, and Amendment No. 12 dated as of June 29, 2012 is hereinafter called the “Agreement.”

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

1 - A320 GROUP 3 AIRCRAFT PROPULSION SYSTEMS

Paragraph 1 of Amendment No. 12 to the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

Clause 2.3.1 of the Agreement states that all A320 Group 3 Aircraft will be delivered with two (2) IAE V2527-A5 powerplants installed.

Notwithstanding Clause 2.3.1 of the Agreement, the Buyer has requested and the Seller agrees that the Buyer may, subject to satisfaction of both conditions set forth in (i) and (ii) below, select the CFM International CFM56-5B4/3 powerplant for all (but not some) A320 Group 3 Aircraft rather than the IAE V2527-A5 powerplants:

(i) the Buyer will give written notice to the Seller by no later than ***** of its selection of the CFM International CFM56-5B4/3 powerplant; and

(ii) the parties will execute and deliver an amendment to the Agreement by no later than ***** that includes the matters set forth in Appendix 1 hereto.

If either of the above conditions is not fulfilled, the Buyer shall have no option to select the CFM International CFM56-5B4/3 powerplant for any A320 Group 3 Aircraft and all A320 Group 3 Aircraft will be delivered only in accordance the terms and conditions of the Agreement as amended by Amendment No. 11.

UNQUOTE

2 - NEO PROPULSION SYSTEMS

Clause 2.3.3 of the Agreement, as amended by Paragraph 2 of Amendment No. 12 to the Agreement, is deleted in its entirety and replaced with the following quoted text:

QUOTE

2.3.3If the Buyer has not selected the A320 NEO Propulsion Systems as of the date of Amendment No. 11, such choice shall be made no later than *****.

UNQUOTE

3 - PREDELIVERY PAYMENTS

The parties acknowledge that Predelivery Payments received as of the Amendment Effective Date in respect of the A320 Group 3 Aircraft have been calculated using the IAE V2527-A5 Reference Price. If the Buyer selects the CFM56-5B4/3 powerplant, the Seller will retain excess Predelivery Payments, if any, and such excess will be applied against the next Predelivery Payment due for each A320 Group 3 Aircraft.

4 - LETTER AGREEMENT

Letter Agreement No. 7 to Amendment No. 11 to the Agreement is deleted in its entirety and replaced by the Amended and Restated Letter Agreement No. 7 to Amendment No. 11 attached hereto.

5 - CONDITION PRECEDENT

It is a condition precedent to the effectivity of this Amendment that at the time of execution hereof, no event shall have occurred which constitutes a Termination Event under the Agreement.

6 - EEFFECT OF THE AMENDMENTU

1. The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

2. The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

7 - UCONFIDENTIALITYU

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential and hereby agree that such information is subject to the terms and conditions contained in Clause 22.7 of the Agreement.

8 - GOVERNING LAWU

1. THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

2. IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

9 - UCOUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the Amendment Effective Date.

SPIRIT AIRLINES, INC.		AIRBUS S.A.S.
By:	/s/ Thomas Canfield	By:	/s/ Christopher Mourey
Its:	SVP & General Counsel	Its:	Senior Vice President - Contracts

APPENDIX 1

1. The definition of A320 Propulsion Systems will be deleted in its entirety and replaced with the following quoted text:

QUOTE

A320 Propulsion Systems - in respect of an (i) A320 Aircraft, A320 Group 1 Aircraft or A320 Group 2 Aircraft, the two (2) IAE V2527-A5 powerplants installed thereon at Delivery and (ii) A320 Group 3 Aircraft, the two (2) CFM International CFM56-5B4/3 powerplants installed thereon at Delivery, each composed of the powerplants (as such term is defined in Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Seller by the Propulsion Systems manufacturer.

UNQUOTE

2. Clause 2.3.1 of the Agreement will be deleted in its entirety and replaced with the following quoted text:

QUOTE

2.3Propulsion Systems

2.3.1.1 The Airframe for the A320 Group 1 Aircraft and A320 Group 2 Aircraft will be equipped with a set of two (2) International Aero Engine V2527-A5 Propulsion Systems.

2.3.1.2 The Airframe for the A320 Group 3 Aircraft will be equipped with a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems.

UNQUOTE

3. Clause 3.1.1.3.2 of the Agreement will be deleted in its entirety and replaced with the following quoted text:

QUOTE

3.1.1.3.2A320 Propulsion Systems

3.1.1.3.2.1 The Base Price of the IAE V2527-A5 Propulsion Systems, at delivery conditions prevailing in January 2011, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions prevailing in January 2006.

3.1.1.3.2.2 The Base Price of the CFM56-5B4/3 Propulsion Systems, at delivery conditions prevailing in January 2011, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by CFM International of ***** in accordance with delivery conditions prevailing in January 2002.

UNQUOTE

4. Exhibit H-3 to the Agreement will be deleted in its entirety and replaced with the Exhibit H-3 attached to this Appendix 1.

EXHIBIT H-3

CFM INTERNATIONAL PROPULSION SYSTEM PRICE REVISION FORMULA

1.1Reference Price of the Propulsion System

The Reference Price for a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems is as quoted in Clause 3.1.1.3 of the Agreement.

The Reference Prices for a set of two (2) CFM International LEAP-X series Propulsion Systems are as set forth in Clause 3.1.1.3 of the Agreement.

These Reference Prices are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Paragraphs 1.4. and 1.5. hereof.

1.2Reference Periods

The Reference Price for a set of two (2) CFM International CFM56-5B4/3 Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2002 as defined by CFM International by the Reference Composite Price Index (CPI) 148.84.

The Reference Prices for a set of two (2) CFM International LEAP-X series Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2010 as defined by CFM International by the Reference Composite Price Index (CPI) 186.92.

1.3Indexes

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing”, hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100, hereinafter multiplied by 1.777 and rounded to the first decimal place).

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two (2) preceding months.

Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.

1.4Revision Formula

For CFM56-5B4/3 Propulsion Systems:*****

For CFM LEAP-X series Propulsion Systems:*****

*****

1.5General Provisions

1.5.1Roundings

The Material Index average ***** will be rounded to the nearest second decimal place and the Labor Index average ***** will be rounded to the nearest first decimal place.

***** will be rounded to the nearest second decimal place.

The final factor ***** will be rounded to the nearest third decimal place.

The final factor ***** will be rounded to the nearest third decimal place.

If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure. After final computation Pn will be rounded to the nearest whole number (0.5 rounds to 1).

1.5.2Final Index Values

The revised Reference Price at the date of Aircraft Delivery will not be subject to any further adjustments in the indexes.

1.5.3Interruption of Index Publication

If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes referred to hereabove, the Seller will reflect the substitute for the revised or discontinued index selected by CFM International, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula will be made to accomplish this result.

1.5.4Annulment of the Formula

Should the above provisions become null and void by action of the US Government, the Reference Price will be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the scheduled month of Aircraft Delivery.

1.5.5Limitation

*****

AMENDED AND RESTATED

LETTER AGREEMENT NO. 7

TO

AMENDMENT NO. 11

As of January 10, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: A320 NEO AIRCRAFT PERFORMANCE GUARANTEE

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”), have entered into Amendment No. 13, dated as of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “Agreement”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 - AIRCRAFT CONFIGURATION

The guarantees defined below (the “Guarantees”) are applicable to the A320 NEO Aircraft as described in the Standard Specification defined below and as amended by the Specification Change Notices (SCNs) defined below without taking into account any further changes thereto as provided in the Agreement (the “Specification” for the purposes of this Letter Agreement).

1. A320 NEO Aircraft with CFM International CFM LEAP-X1A26 engines

*****

2. A320 NEO Aircraft with Pratt and Whitney PW 1127G engines

*****

2 - GUARANTEED PERFORMANCE

1. *****

2. *****

3. *****

4. *****

3 - MANUFACTURER'S WEIGHT EMPTY

*****

4 - GUARANTEE CONDITIONS

*****

5 - GUARANTEE COMPLIANCE

*****

6 - ADJUSTMENT OF GUARANTEES

*****

7 - EXCLUSIVE GUARANTEES

*****

8 - UNDERTAKING REMEDIES

*****

9 - DUPLICATE REMEDIES

*****

10 - ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

11 - CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Letter Agreement strictly confidential and are subject to the terms and conditions contained in Clause 22.7 of the Agreement.

12 - GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

13 - COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ Christopher Mourey

Its: Senior Vice President - Contracts

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

EX-10.3

Exhibit 10.3

AMENDMENT NO. 14

TO

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.)

AND

SPIRIT AIRLINES, INC.

This Amendment No. 14 to the A320 Family Purchase Agreement dated as of May 5, 2004 (this “AAmendment”), is entered into as of June 20, 2013, by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (the “USellerU”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (the “UBuyerU”).

WHEREAS, the Buyer and the Seller have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”; and

WHEREAS, the Seller will sell and the Buyer will purchase twenty (20) additional A321-200 model aircraft in accordance with the terms set forth herein; and

WHEREAS, the Buyer's order for ten (10) of the A320 Group 3 Aircraft will be converted into A321-200 model aircraft; and

WHEREAS, the Buyer and the Seller will amend certain other terms of the Agreement in consideration of the foregoing.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

1 - SCOPE

The Buyer's order for Aircraft is amended to add the A321 Amd 14 Aircraft, convert ten (10) Group 3 A320 Aircraft to Converted A321 Aircraft and reschedule the delivery of ***** A320 Group 3 Aircraft from ***** to *****.

2 - AMENDMENTS

2.1Definitions

Clause 0 of the Agreement is amended to either modify or add the terms and corresponding definitions set forth below:

A321 Amd 14 Aircraft - any or all of the twenty (20) firmly ordered A321-200 model aircraft for which the delivery schedule is set forth in Clause 9.1.1.4, including the A321 Amd 14 Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A321 Propulsion System installed thereon upon delivery.

A321 Amd 14 Airframe - any A321 Amd 14 Aircraft, excluding the A321 Propulsion System.

Aircraft - any or all of the A319 Aircraft, A320 Aircraft, A320 Group 1 Aircraft, A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Aircraft, A321 Amd 14 Aircraft, Converted A321 Aircraft and NEO Aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement.

Base Price of the A321 Amd 14 Airframe - as defined in Clause 3.1.1.2.9.

Converted A321 Aircraft - any or all of the ten (10) firmly ordered A321-200 model aircraft that have been converted from Group 3 A320 Aircraft and for which the delivery schedule is set forth in Clause 9.1.1.4, including the Converted A321 Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A321 Propulsion System installed thereon upon delivery.

Converted A321 Airframe - any Converted A321 Aircraft, excluding the A321 Propulsion System.

Specification - any or all of the A319 Aircraft Iss. 7 Specification, A319 Specification, A320 Aircraft Iss 7. Specification, A320 Aircraft Iss. 8 Specification, A320 Specification, A321 Aircraft Iss. 5 Specification and A321 Specification, as the context may require.

Standard Specification - any or all of the A319 Aircraft Iss. 7 Standard Specification, A319 Standard Specification, A320 Aircraft Iss. 7 Standard Specification, A320 Aircraft Iss. 8 Standard Specification, A320 Standard Specification, A321 Aircraft Iss. 5 Standard Specification and A321 Standard Specification, as applicable.”

2.2Specification

2.2.1 Clause 2.1.1 of the Agreement is deleted in its entirety and replaced with the following:

“2.1.1 The Aircraft will be manufactured in accordance with the following Specifications:

Aircraft	Specification
A319 Aircraft	A319 Specification
A319 NEO Aircraft	A319 Aircraft Iss. 7 Specification
A320 Aircraft	A320 Specification
A320 Group 1 Aircraft	A320 Aircraft Iss. 7 Specification
A320 Group 2 Aircraft, A320 Group 3 Aircraft, and A320 NEO Aircraft	A320 Aircraft Iss. 8 Specification
A321 Aircraft	A321 Specification
A321 Amd 14 Aircraft	A321 Aircraft Iss. 5 Specification
Converted A321 Aircraft	A321 Aircraft Iss. 5 Specification
A321 NEO Aircraft	A321 Aircraft Iss. 5 Specification”

2.2.2 Clause 2.3.1 of the Agreement is renumbered as “2.3.1(i)” and the following is inserted immediately before the period at the end thereof:

“; and

(ii) Each A321 Amd 14 Airframe and Converted A321 Airframe will be equipped with an A321 Propulsion System.”

2.2.3 Clause 2.3.2 of the Agreement is deleted in its entirety and replaced with the following:

“2.3.2 NEO Propulsion Systems

(i) Each A319 NEO Airframe will be equipped with a set of two (2) Pratt & Whitney PW1124G-JM engines, with an AET of 24,500 lbf. (such set, upon selection, an “A319 NEO Propulsion System”).

(ii) Each A320 NEO Airframe will be equipped with a set of two (2) Pratt & Whitney PW1127G-JM engines, with an AET of 26,800 lbf. (such set, upon selection, an “A320 NEO Propulsion System”).

(iii) Each A321 NEO Airframe will be equipped with a set of two (2) Pratt & Whitney PW1133G-JM engines, with an AET of 32,700 lbf. (such set, upon selection, an “A321 NEO Propulsion System”).”

2.3Price

2.3.1 Clause 3.1.1.2.6 of the Agreement is renumbered as “3.1.1.2.7”.

2.3.2 Clause 3.1.1.2.7 of the Agreement is renumbered as “3.1.1.2.8”.

2.3.3 Clause 3.1.1.2.8(ii) of the Agreement is deleted in its entirety and replaced with the following:

“(ii) the sum of the base prices of any and all SCNs (other than Irrevocable SCNs to the extent included in clause (iii) below) set forth in Exhibit A-4E is:

***** and”

2.3.4 The following is inserted immediately after the end of Clause 3.1.1.2.8:

“3.1.1.2.9 A321 Amd 14 Airframe and Converted A321 Airframe

The Base Price of the A321 Amd 14 Airframe or the Converted A321 Airframe, as applicable, is the sum of the following Base Prices:

(i) the Base Price of the A321 Amd 14 Airframe or the Converted A321 Airframe, as applicable, as defined in the A321 Aircraft Iss. 5 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2011, is:

*****, and

(ii) the Base Price of anticipated SCNs for the A321 Amd 14 Aircraft and the Converted A321 Aircraft as set forth in Exhibit A-4F, at delivery conditions prevailing in January 2011, is:

*****.

The Base Price of the A321 Amd 14 Airframe and the Converted A321 Airframe has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.”

2.3.5 Clause 3.2.4 of the Agreement is deleted in its entirety and replaced with the following:

“3.2.4 The Final Contract Price of an A320 Group 1 Aircraft, A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft will be the sum of:

(i) the Base Price of the A320 Group 1 Airframe, A320 Group 2 Airframe, A320 Group 3 Airframe, A321 Amd 14 Airframe or Converted A321 Airframe, as applicable, as adjusted to the Delivery Date of such Aircraft, in accordance with the Seller Price Revision Formula 2011;

(ii) the price of any SCNs for the A320 Group 1 Aircraft, A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or ConvertedA321 Aircraft, as applicable, entered into after the date of signature of this Agreement, as adjusted to the Delivery Date of such Aircraft, in accordance with the Seller Price Revision Formula 2011;

(iii) the Reference Price of the A320 Propulsion Systems constituting a part of such A320 Group 1 Aircraft, A320 Group 2 Aircraft or A320 Group 3 Aircraft, or the A321 Propulsion System constituting a part of such A321 Amd 14 Aircraft or Converted A321 Aircraft, as applicable, and as adjusted to the Delivery Date of such Aircraft, in accordance with the Propulsion Systems Price Revision Formula;

(iv) the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; and

(v) any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 Group 1 Aircraft, A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft, as applicable.”

2.4Delivery

Clause 9.1.1.4 of the Agreement is deleted in its entirety and replaced with the following quoted text:

“9.1.1.4 The Scheduled Delivery Quarters for the A320 Group 3 Aircraft, A321 Amd 14 Aircraft and Converted A321 Aircraft are as follows:

Aircraft Type	Number of Aircraft	Quarter/Year	CAC ID No.
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****

Converted A321 Aircraft	1	*****	*****
A320 Group 3 Aircraft	1	*****	*****
A321 Amd 14 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****
Converted A321 Aircraft	1	*****	*****

2.5Exhibits

2.5.1 Exhibit A-4E to the Agreement is deleted in its entirety and replaced with the Exhibit A-4E set forth in Appendix 1.

2.5.2 Exhibit A-4F, set forth in Appendix 1, is added to the Agreement immediately following the end of Exhibit A-4E.

3 - CONDITION PRECEDENT

It is a condition precedent to the effectiveness of this Amendment that, at the time of execution hereof, no event shall have occurred which constitutes a Termination Event.

4 - EEFFECT OF THE AMENDMENTU

1. The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

2. The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.

5 - UCONFIDENTIALITYU

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

6 - GOVERNING LAWU

1. THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

2. IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

7 - UCOUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

SPIRIT AIRLINES, INC.		AIRBUS S.A.S.
By:	/s/ Thomas Canfield	By:	/s/ John J. Leahy
Its:	SVP & General Counsel	Its:	Chief Operating Officer - Customers

APPENDIX 1

Exhibit A-4ESCNs for A321 NEO Aircraft

Exhibit A-4FSCNs for A321 Amd 14 Aircraft and Converted A321 Aircraft

APPENDIX 1

Exhibit A4-E

SCNs for A321 NEO Aircraft

*****

APPENDIX 1

Exhibit A4-F

SCNs for A321 Amd 14 Aircraft and Converted A321 Aircraft

*****

LETTER AGREEMENT NO. 1

TO

AMENDMENT NO. 14

As of June 20, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: PURCHASE INCENTIVES

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”) have entered into Amendment No. 14, of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004, as amended from time to time (the “Agreement”), which Agreement covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 CREDIT MEMORANDUMS

1.1A320 Group 3 Aircraft

1.1.1 In consideration of the Buyer's order for twenty (20) A321 Amd 14 Aircraft, ***** of each A320 Group 3 Aircraft, the Seller will provide the Buyer with a credit in the amount of ***** (the “*****”).

1.1.2 *****

1.1.3 *****

1.2A321 Amd 14 Aircraft

1.2.1 ***** of each A321 Amd 14 Aircraft, the Seller will provide to the Buyer a credit of ***** (the “*****”).

1.2.2 *****

1.2.3 *****

1.3Converted A321 Aircraft

1.3.1 ***** of each Converted A321 Aircraft, the Seller will provide to the Buyer a credit of ***** (the “*****”).

1.3.2 *****

1.3.3 *****

1.4*****

2 AIRCRAFT NON-DELIVERY

*****

3 AMENDMENTS

3.1Escalation Protection

*****

3.2SAVE Credit

Paragraph 6 of Letter Agreement No. 1 to Amendment No. 11 to the Agreement is deleted in its entirety and replaced by the following quoted text:

“6SAVE CREDIT

6.1 *****

6.2 *****

6.3 The Save Credit will be deemed an A320 Group 3 Aircraft Credit Memoranda as set forth in Paragraph 2 of this Letter Agreement.

4 ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

5 CONFIDENTIALITY

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

6 GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

7 COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Its: Chief Operating Officer - Customers

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

LETTER AGREEMENT NO. 2

TO

AMENDMENT NO. 14

As of June 20, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: PAYMENT TERMS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”) have entered into Amendment No. 14, of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004, as amended from time to time (the “Agreement”), which Agreement covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 PAYMENT TERMS

1. Clause 5.2.3C of the Agreement is deleted in its entirety and replaced with the following:

“C. Predelivery Payments for each A320 Group 3 Aircraft, A321 Amd 14 Aircraft and Converted A321 Aircraft will be paid to the Seller according to the following schedule:

Payment Date		Percentage of Predelivery Payment Reference Price
*****	*****	*****
	*****
*****	*****	*****
*****	*****	*****
*****	*****	*****
*****	*****	*****
*****	*****	*****
*****		*****

1.2 All Predelivery Payments that are due prior to signature of the Amendment will be paid at signature of the Amendment.

2 ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

3 CONFIDENTIALITY

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

4 GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

5 COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Its: Chief Operating Officer - Customers

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

LETTER AGREEMENT NO. 3

TO

AMENDMENT NO. 14

As of June 20, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: MISCELLANEOUS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”) have entered into Amendment No. 14, of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004, as amended from time to time (the “Agreement”), which Agreement covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 3 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 AMENDMENT

1.1Delivery

Paragraph 4 of Letter Agreement No. 3 to Amendment No. 11 to the Agreement is deleted in its entirety and replaced by the following quoted text:

*****

1.2Excusable Delay

Clause 10.5.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

*****

1.3Inexcusable Delay

1.3.1 Clause 11.1.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

“11.1.1Liquidated Damages in the case of an Inexcusable Delay

Should an A319 Aircraft, A320 Aircraft, A320 Group 1 Aircraft, A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft not be Ready for Delivery within*****, then such delay will be termed an “Inexcusable Delay.” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of*****.

*****

1.3.2 Clause 11.1.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

“11.1.2Liquidated Damages with Short Term Notice Inexcusable Delay

*****

1.4Aircraft Non-Delivery

Paragraph 1 of Letter Agreement No. 4 to Amendment No. 11 to the Agreement is deleted in its entirety and replaced by the following quoted text:

“1AIRCRAFT NON-DELIVERY

*****

2 PERFORMANCE GUARANTEES

Within ninety (90) days after execution of this Letter Agreement, the parties will negotiate in good faith to agree and execute performance guarantees for the

(i) A321 Amd 14 Aircraft and Converted A321 Aircraft on substantially similar terms to those set forth in Letter Agreement No. 6 to the Agreement, and

(ii) A321 Amd 14 NEO Aircraft on substantially similar terms to those set forth in the Amended and Restated Letter Agreement No. 7 to Amendment No. 11 to the Agreement.

3 ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

4 CONFIDENTIALITY

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

5 GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

6 COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Its: Chief Operating Officer - Customers

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

LETTER AGREEMENT NO. 4

TO

AMENDMENT NO. 14

As of June 20, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: SUPPORT MATTERS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”) have entered into Amendment No. 14, of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004, as amended from time to time (the “Agreement”), which Agreement covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 SCOPE

Except as set forth in this Letter Agreement, the terms of Letter Agreement No. 5 to the Agreement do not apply to the A321 Amd 14 Aircraft or the Converted A321 Aircraft.

2 SELLER REPRESENTATIVES

*****

3 SERVICE LIFE POLICY

Paragraph 8 of Letter Agreement No. 5 to the Agreement applies to the A321 Amd 14 Aircraft and Converted A321 Aircraft.

4 AMENDMENTS

4.1Clause 12 - Warranty

Clause 12.1.3(ii) of the Agreement is deleted in its entirety and replaced with the following:

“(ii) With respect to the A320 Group 3 Aircraft, A321 Amd 14 Aircraft, Converted A321 Aircraft and NEO Aircraft, the warranties described in Clauses 12.1.1 and 12.1.2 hereinabove will be limited to those defects that become apparent within ***** after Delivery of such affected A320 Group 3 Aircraft, A321 Amd 14 Aircraft, Converted A321 Aircraft or NEO Aircraft (the “Extended Warranty Period”).”

4.2Clause 16 - Training and Training Aids

Appendix A-1 to Clause 16 of the Agreement is deleted in its entirety and replaced by the revised Appendix A-1 set forth in Appendix 1 hereto.

4.3Goods and Services Credit Memorandum

Paragraph 8.1 of Letter Agreement No. 5 to Amendment No. 11 to the Agreement is deleted in its entirety and replaced by the following:

“8.1 In respect of each A320 Group 3 Aircraft, A321 Amd 14 Aircraft, Converted A321 Aircraft and NEO Aircraft, the Seller will provide to the Buyer upon Delivery of each such Aircraft the following credit memorandum (the “Goods and Services Credit Memoranda”):

*****

The Goods and Services Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula 2011, as adjusted in accordance with Paragraph 5 of Letter Agreement No. 1 to the Amendment. ”

5 ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

6 CONFIDENTIALITY

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

7 GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

8 COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Its: Chief Operating Officer - Customers

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

Appendix 1

APPENDIX “A-1” TO CLAUSE 16

TRAINING ALLOWANCES

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer's fleet of ninety-five (95) additional Aircraft made up of twenty (20) A320 Group 3 Aircraft, ten (10) Converted A321 Aircraft, twenty (20) A321 Amd 14 Aircraft, thirty (30) A320 NEO Aircraft and fifteen (15) A321 Amd 14 NEO Aircraft, unless otherwise specified. For the purposes of this Appendix A-1, the defined term “Aircraft” is limited to the twenty (20) A320 Group 3 Aircraft, ten (10) Converted A321 Aircraft, twenty (20) A321 Amd 14 Aircraft, thirty (30) A320 NEO Aircraft and fifteen (15) A321 Amd 14 NEO Aircraft.

The contractual training courses defined in this Appendix A-1 will be provided up to ***** after Delivery of the last firmly ordered Aircraft delivered under this Agreement.

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A-1 will be provided by the Seller within a period starting six (6) months before and ending six (6) months after said Aircraft Delivery.

Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.

1 FLIGHT OPERATIONS TRAINING

1.1 Flight Crew Training

The Seller will provide to the Buyer ***** flight crew training (standard transition course) for ***** of the Buyer's flight crews per firmly ordered A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft and ***** of the Buyer's flight crews per firmly ordered A321 Amd 14 Aircraft.

The Seller will provide to the Buyer ***** hours of dry simulator time in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer ***** hours of dry simulator time in consideration of the Buyer's order for firmly ordered A321 Amd 14 Aircraft.

1.2 Low Visibility Operations Training

The Seller will provide ***** Low Visibility Operations Training for ***** flight crews per firmly ordered A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft and ***** flight crews per firmly ordered A321 Amd 14 Aircraft.

1.3 Flight Crew Line Initial Operating Experience

The Seller will provide to the Buyer pilot Instructor (s) ***** for a period of ***** months in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer pilot Instructor (s) ***** for a period of ***** months in consideration of the Buyer's order for A321 Amd 14 Aircraft.

Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot instructors present at any one time will be limited to ***** pilot instructors.

1.4 Type Specific Cabin Crew Training Course

The Seller will provide to the Buyer ***** type specific training for cabin crews for ***** of the Buyer's cabin crew instructors, pursers or cabin attendants in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer ***** type specific training for cabin crews for ***** of the Buyer's cabin crew instructors, pursers or cabin attendants in consideration of the Buyer's order for A321 Amd 14 Aircraft.

1.5Airbus Pilot Instructor Course (APIC)

The Seller will provide to the Buyer transition Airbus pilot instructor course(s) (APIC), for flight and synthetic instruction, ***** for the Buyer's personnel ***** for ***** of the Buyer's flight instructors in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer transition Airbus pilot instructor course(s) (APIC), for flight and synthetic instruction, ***** for the Buyer's personnel ***** for ***** of the Buyer's flight instructors in consideration of the Buyer's order for A321 Amd 14 Aircraft.

APIC courses will be performed in groups of ***** trainees.

2 PERFORMANCE / OPERATIONS COURSE(S)

The Seller will provide to the Buyer ***** trainee days of performance / operations training ***** for the Buyer's personnel in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer ***** trainee days of performance / operations training ***** for the Buyer's personnel in consideration of the Buyer's order for A321 Amd 14 Aircraft.

3 MAINTENANCE TRAINING

3.1 The Seller will provide to the Buyer ***** trainee days of maintenance training ***** for the Buyer's personnel in consideration of the Buyer's order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.

The Seller will provide to the Buyer ***** trainee days of maintenance training ***** for the Buyer's personnel in consideration of the Buyer's order for A321 Amd 14 Aircraft.

3.2 The Seller will provide to the Buyer ***** Engine Run-up course.

4 TRAINEE DAYS ACCOUNTING

Trainee days are counted as follows:

4.1 For instruction at the Seller's Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees ***** will be counted as the number of trainees to have taken the course.

4.2 For instruction outside of the Seller's Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of ***** trainee days, except for structure maintenance training course(s).

4.3 For structure maintenance training courses outside the Seller's Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees *****.

4.4 For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of ***** trainee days.

LETTER AGREEMENT NO. 5

TO

AMENDMENT NO. 14

As of June 20, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: FLEXIBILITY

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “Seller”) have entered into Amendment No. 14, of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004, as amended from time to time (the “Agreement”), which Agreement covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1 CONVERSION RIGHT

1.1 *****

1.2CEO Conversion Right Exercise

*****

1.3Special Credit Memorandum

1.3.1 ***** of each 2013 Converted Aircraft, the Seller will grant to the Buyer, a credit memorandum in the amount of ***** (the “*****”).

1.3.2 *****

1.3.3 *****

2 AMENDMENT

Clause 0 of the Agreement is amended to delete the definition of A321 NEO Aircraft and replace such definition with the following:

“A321 NEO Aircraft - any or all of the (i) A320 NEO Aircraft converted to firmly ordered A321-200 model aircraft with the New Engine Option or (ii) 2013 Converted Aircraft, including the A321 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A321 NEO Propulsion Systems installed thereon upon Delivery.”

3 ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 20 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 20.3.3 or 20.3.4 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

4 CONFIDENTIALITY

This Amendment and the terms and condition hereof are subject to the terms and conditions of Clause 22.7 of the Agreement.

5 GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

6 COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

*****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Its: Chief Operating Officer - Customers

Accepted and Agreed,

SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Its: SVP & General Counsel

EX-10.4

Exhibit 10.4

Separation and Transition Agreement

April 29, 2013

Mr. Tony Lefebvre

Dear Tony:

You have informed us of your desire to resign from your employment with Spirit Airlines, Inc. (“Spirit” or the “Company”). Spirit would like you to remain fully dedicated in your capacity as Senior Vice President and Chief Operating Officer of the Company for a transition period while the Company recruits your successor in that role. This Separation and Transition Agreement (“Agreement”) is entered in connection with your decision to receive the separation and executive transition package offered by Spirit. The purpose of this Agreement is to summarize the benefits that will be available to you in return for your continuing to serve the Company in your current role during an agreed transition period, providing the Company a release of claims and certain other undertakings by you and the Company.

Please read this document thoroughly and review it with your attorney or a person of your choice. In order to receive the separation benefits outlined below, you must sign and return a copy of this Agreement. Please sign and return a copy of this agreement to Meisha Smith, Director and Legal Counsel, C/O Spirit Airlines, Inc., 2800 Executive Way, Miramar, Florida 33025 not later than May 20, 2013.

The terms of this Agreement other than Separation Benefits described below are effective as of the date first written above. Separation Benefits will be payable or deliverable to you, subject to the terms and conditions in this Agreement, only if your last day of full-time employment with the Company (“Termination Date”) occurs on or after June 30, 2013.

A.Separation Benefits

All payments outlined below (other than for unused vacation, if any, as of the Termination Date) are conditioned upon your execution (and non-revocation) of this Agreement. After the Termination Date and provided that you have returned all Company property pursuant to Section H below and not revoked this signed agreement, you are entitled to the following:

1.Severance

You will be entitled to receive a total of $300,000 in base severance payments over the course of one (1) year beginning within 15 days following the Termination Date, if such date occurs on or after June 30, 2013. The Company will not be under any obligation to pay base severance payments if you terminate your employment prior to June 30, 2013.

Severance payments will be reduced by any advances or similar outstanding amounts owed to Spirit, if any, such as sick days or vacation days used in excess of the number to which you were entitled as of your separation date. In addition, all legally and court-ordered garnishments and levies, if any, will be withheld.

Your payment(s) will be made semi-monthly according to regular payroll procedures and subject to the foregoing provisions for the withholding of any federal, state and local taxes. Payments will be direct deposited.

2. Transition Bonus

The Company wishes to incentivize you to assist in a smooth transition for the role of Chief Operating Officer. Accordingly, in addition to the aforementioned base severance pay, subject to the following you will be eligible to receive a special transition bonus amounting to the sum of (i) $20,000, plus (ii) $4,000 per week for each week, if any, elapsed between the date that is 30 days following the date first written above and the earlier to occur of (a) the employment start date of any successor to you in the role of Chief Operating Officer of the Company and (b) June 30, 2013, which transition bonus will be payable to you in a lump sum. You will not receive, and the Company shall be under no obligation to pay to you, this special transition bonus if you terminate your employment with the Company prior to June 30, 2013 or, if earlier, the employment start date of your successor as Chief Operating Officer. As a condition to receiving this special transition

bonus, you will remain fully dedicated to your role as Chief Operating Officer of the Company, provided that (i) you will not be required to attend any meetings of the Board of Directors of the Company, and (ii) you will be permitted to take up to 3 business days per calendar month for outside professional activities, which days will be charged against your accrued and unused vacation or, if none, against your base severance payments described above. You will not receive, or be eligible to receive, any other incentive compensation from the Company, other than equity awards that were granted to you prior to the date hereof and are vested as of the Termination Date.

3.Repayment or Cessation of Severance and Transition Bonus Pay

If you are later employed outside Spirit, you will not forfeit any base severance or bonus pay because of that employment. However, if you are rehired by Spirit you will forfeit any remaining balance of severance and transition bonus payments owed to you.

Your eligibility to receive base severance pay, transition bonus and the other benefits provided to you hereunder is conditioned on your representation that you have conducted yourself in an ethical, forthright and honest manner in connection with your work for Spirit, as well as your compliance with the other undertakings set forth in this Agreement (including, without limitation, the release of claims set forth in Section B and the covenants set forth in Sections C, D, E and F). You agree that if you act contrary to the representations and obligations set forth in this Agreement, you may be obligated to pay Spirit an amount equal to the value of the consideration furnished under this Agreement, and that Spirit shall be entitled to immediately cancel any remaining severance or transition bonus payments owed to you.

4Vacation

In addition to the compensation described in sub-paragraph 1 above, you will be compensated for accrued unused vacation, the value of which will be paid to you in a lump sum with your regular pay on your last active pay period. This payment also is subject to all applicable federal (including social security), state and local taxes. Unused vacation pay will be included as part of your compensation for determining employee or employer contributions to the Company's 401(k) Plan.

5.Employee Assistance Program

The Company's Employee Assistance Program services will continue to be available for thirty (30) calendar days following your termination date. You may contact our EAP coordinator for more information. The EAP phone number is (888) 267-8126.

6.Travel

You (and your spouse and dependants listed on your travel benefits form) shall receive positive-space travel passes on Spirit for one year enabling you (and your spouse and dependents) to travel free of charge in any class of service that is available on Company's flights at the time of reservation.

7.Healthcare

You (and your spouse and dependants) shall be eligible for certain continued coverage under the terms of the Consolidated Omnibus Budget Reconciliation Act (Public Law 99-272, Title X, commonly known as “COBRA”). Company shall cover you (and your spouse and dependants) costs of coverage under COBRA at the same rate as if you remained a director with the Company for a period equal to the shorter of: (i) one (1) year or (ii) the date on which you accept a new position with another employer. If you obtain new employment within one year of your termination from Spirit, you must provide notification to Spirit, Attn: Meisha Smith, Director and Legal Counsel, 2800 Executive Way, Miramar, FL 33025).

8.Blackberry

You will be permitted to use your Company-provided Blackberry for a period of thirty (30) days from your Termination Date after which the Blackberry must be returned to the Company (attention Meisha Smith, Director and Legal Counsel, 2800 Executive Way, Miramar, FL 33025).

B.Release to Spirit

You acknowledge that the consideration and benefits provided herein are in lieu of anything of value to which you are entitled under any Company program or policy, except as specifically provided herein. In consideration of the benefits provided herein, you agree to release any and all claims, whether liquidated or contingent, known or unknown, that you have or may have against the Company as a result of the Company hiring you, your employment with the Company, and

the termination of your employment with the Company. For the benefits provided herein, you, for yourself, your heirs, successors, and assigns, hereby release and discharge Spirit (including its affiliated companies) its affiliates, officers, employees and directors, from all liability for damages and agree not to institute any claim for damages, reinstatement, benefits, attorneys' fees, or other personal relief by charge or otherwise. You agree to release the Company for any claims including, but not limited to, any claims arising under Title VII of the Civil Rights Act, 42 U.S.C. § 2000, et seq; the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq.; and the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq. as amended; and any contract, quasi contract, statutory or tort claims, whether developed or undeveloped, arising from or related to the Company's hiring of you, your employment with the Company and the cessation of your employment with the Company. You understand and agree that this release and the Company's agreement to provide consideration are not intended and should not be construed, in any way, as an admission of any wrongdoing, liability, or violation of Spirit policy. You acknowledge that you have not been discriminated against on the basis of age, sex, disability, race, ethnicity, religion, or any other class protected by law. You are waiving claims for personal remedies, damages, reinstatement, benefits, attorney's fees, and other personal relief. However, nothing set forth in this agreement prohibits you from (1) filing a charge or complaint with, or participating in an investigation or proceeding not seeking personal remedies conducted by the EEOC or any comparable state agency, (2) participating in an action to question the validity of this Separation Agreement under the Older Workers Benefit Protection Act, or (3) filing any charge or claim, including Workers Compensation claims, not waivable by law. The Company and you also agree that, by signing this Agreement, you do not waive any claims regarding the 401K plan arising under the Employment Retirement Income Security Act or claims under the Comprehensive Omnibus Budget Reconciliation Act (“COBRA”).

You further agree and acknowledge that:

a.By entering into this Agreement, you are waiving any and all rights or claims that you may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.

b.You were given a copy of this Agreement on April 29, 2013 and you have been informed that you have twenty one (21) days within which to consider this Agreement. You may waive this waiting period and sign this Agreement any time before the expiration of the 21 day period, but are under no obligation to do so. If you voluntarily elect to sign this Agreement before your twenty-one (21) days expire, you will acknowledge that by signing the Election attached to this Agreement. Consideration and benefits under this Agreement will then begin within 15 days following the Termination Date, provided, however, that you have executed and not revoked this Agreement within the seven (7) day revocation period described below.

c.Even after you sign and return this Agreement to the Company (as set forth below), you have seven (7) calendar days in which to revoke this Agreement. To be effective, notice of rescission or revocation must be in writing and must be delivered by hand or by mail to Meisha Smith, Director & Legal Counsel, Spirit Airlines, Inc., 2800 Executive Way, Miramar, Florida 33025 within the seven (7) day period. If a notice of rescission or revocation is delivered by mail it must be: 1) postmarked within the seven (7) day period, 2) properly addressed as set forth above, and 3) sent by certified mail return receipt requested or via a delivery service. This Agreement and release shall not become effective or enforceable until this seven-day period has expired.

d.You are hereby advised of your rights to consult with an attorney of your choosing before signing this Agreement. You acknowledge that you have had the opportunity to retain counsel regarding this matter, that you have read and fully understand the terms of this Agreement, or have had it analyzed by counsel, with sufficient time, and that you are fully aware of its contents and of its legal effect. You and the Company enter into this Agreement freely and voluntarily and with a full understanding of its terms.

A. Company Information; Assistance

You agree that you will not use or copy any Company information (oral, electronic or written) records, files, materials, intellectual property or trade secrets of the Company (“Company Information”) for your personal use, or for use by you in a business or for a future employer. You further agree to provide Spirit with such assistance as may be requested by Spirit from time to time (including, without limitation, assistance with litigation, claims and administrative proceedings, whether formal or informal, actual or threatened) and for any such assistance, Spirit will provide you with hourly compensation at a rate based upon your base salary at the time of your separation. Spirit agrees not to require that you provide such assistance in a manner which will interfere with any then-existing employment.

B. Confidentiality

Subject to the rights of either party to enforce the terms hereof, (a) you agree that this Agreement may not be disclosed by you to any person other than your attorney(ies), spouse or tax adviser, and (b) the Company agrees it will not disclose this Agreement to any third party except as required to comply with applicable legal requirements, including reporting requirements of the Securities and Exchange Commission, and on a confidential basis to its auditors and attorneys. Either party may disclose this Agreement or the terms hereof for the purpose of enforcing its rights hereunder.

C. Non-Solicitation of Company Employees

You agree that for a period beginning on the date first written above and ending on the date that is the one-year anniversary of the Termination Date, you will not, directly or indirectly, solicit or attempt to solicit, or hire or cause any person or entity to hire, any of Spirit's employees or exclusive contractors to work with you or to work for any other entity.

F.Non-Disparagement

You agree that you will not engage in any activity which is intended to embarrass, disparage, harass or adversely affect the Company/Spirit (including its affiliated companies) its officers, employees and directors, or their respective business operations, practices or services and you agree that you will not make any negative comments about any of the foregoing entities/persons, orally or in writing. The Company will procure that its Officers do not engage in any activity which is intended to embarrass, disparage, harass or adversely affect you (other than activity undertaken in connection with efforts to enforce this Agreement) and agrees that these individuals will not make any negative comments about you, orally or in writing.

G.Miscellaneous

You acknowledge that you have been paid for all time worked, that you are not owed any back wages or other compensation and that you have not suffered any unreported workplace injury.

This Agreement sets forth the entire agreement between you and the Company relating to the subject matter hereof, provided that the covenant regarding confidentiality set forth in the attached Severance Plan Policy is incorporated herein by reference as if fully set forth herein. Once effective, this Agreement supersedes and replaces all prior understandings, whether oral or written. This Agreement may be amended only by a writing executed by both you and the Company.

The paragraph headings herein are for convenience only and do not add to or delete from the subject matter of this Agreement.

This Agreement may be signed in counterparts, each of which will be deemed to constitute an executed original and all of which together shall constitute a single instrument.

You represent that you have returned to the Company, or shall immediately return to the Company upon request, all documents, software, equipment (including, but not limited to, computers and computer-related items) and all other property and materials belonging to the Company, including but not limited to Company identification or security cards, keys and the like, all Company publications, notes, notebooks, recordings, and other materials to which you had access or which you developed in the course of your employment with the Company or which were obtained in the course of your employment with the Company. If this is acceptable to you, please signify your agreement by executing on the line below.

This Agreement will be interpreted under, and construed in accordance with, the internal laws of the State of Florida.

SPIRIT AIRLINES, INC.

/s/ Thomas C. Canfield

_____________________________

Name:

Title: SVP & General Counsel

AGREED AND ACCEPTED THIS _____ DAY

OF _________________, 2013

/s/ Tony Lefebvre

BY: ___________________________

Tony Lefebvre

Attachment: Spirit Airlines, Inc. Executive Severance Plan

Election to Execute Prior to Expiration of Twenty-One Day Consideration Period

I understand that I have at least twenty-one (21) days within which to consider this Agreement, and to execute this Agreement. However, after having the opportunity to consult counsel, I have freely and voluntarily elected to execute the Agreement and release before the twenty-one (21) day period has expired.

Date: _____________

Employee Name (print):____________________________________

(Employee Signature)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, B. Ben Baldanza, President and Chief Executive Officer of Spirit Airlines, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spirit Airlines, Inc. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as described in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: July 25, 2013	/s/ B. Ben Baldanza
	B. Ben Baldanza
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Edward Christie, Senior Vice President and Chief Financial Officer of Spirit Airlines, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spirit Airlines, Inc. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as described in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: July 25, 2013	/s/ Edward M. Christie
	Edward M. Christie
	Senior Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Spirit Airlines, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i.) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii.) the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.

Date: July 25, 2013	/s/ B. Ben Baldanza
	B. Ben Baldanza
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Spirit Airlines, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i.) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii.) the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.

Date: July 25, 2013	/s/ Edward Christie
	Edward Christie
	Senior Vice President and
	Chief Financial Officer

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Financial Instruments and Risk Management (Tables)

6 Months Ended

Jun. 30, 2013

Investments, All Other Investments [Abstract]

Components of aircraft fuel expense

The following table summarizes the components of aircraft fuel expense for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
	(in thousands)
Into-plane fuel cost	$	129,375	$	116,622	$	258,088		$	227,539
Settlement losses (gains)	113		2,488		(315		)	37
Unrealized mark-to-market losses (gains)	5,763		1,123		9,144			1,382
Aircraft fuel	$	135,251	$	120,233	$	266,917		$	228,958

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Condensed Statements Of Cash Flows (unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Statement of Cash Flows [Abstract]
Net cash provided by operating activities	$ 134,260	$ 97,420
Investing activities:
Proceeds from sale of slots	0	9,074
Pre-delivery deposits for flight equipment, net of refunds	(19,748)	4,738
Purchase of property and equipment	(13,816)	(19,218)
Net cash used in investing activities	(33,564)	(5,406)
Financing activities:
Proceeds from options exercised	555	303
Proceeds from sale and leaseback transactions	6,900	5,627
Payments to pre-IPO shareholders pursuant to tax receivable agreement	0	26,905
Excess tax benefits from share-based compensation	875	1,466
Repurchase of common stock	(937)	(856)
Net cash provided by (used in) financing activities	7,393	(20,365)
Net increase in cash and cash equivalents	108,089	71,649
Cash and cash equivalents at beginning of period	416,816	343,328
Cash and cash equivalents at end of period	524,905	414,977
Cash payments for:
Interest	17	287
Taxes	$ 44,806	$ 21,819

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Financial Instruments and Risk Management

6 Months Ended

Jun. 30, 2013

Investments, All Other Investments [Abstract]

Financial Instruments and Risk Management

Financial Instruments and Risk Management

As part of the Company’s risk management program, the Company from time to time uses a variety of financial instruments to reduce its exposure to fluctuations in the price of jet fuel. The Company does not hold or issue derivative financial instruments for trading purposes.

The Company is exposed to credit losses in the event of nonperformance by counterparties to these financial instruments. The Company periodically reviews and seeks to mitigate exposure to the financial deterioration and nonperformance of any counterparty by monitoring the absolute exposure levels, each counterparty's credit ratings, and the historical performance of the counterparties relating to hedge transactions. The credit exposure related to these financial instruments is limited to the fair value of contracts in a net receivable position at the reporting date. The Company also maintains security agreements that require the Company to post collateral if the value of selected instruments falls below specified mark-to-market thresholds. As of June 30, 2013, the Company had $0.8 million posted as collateral for these instruments, presented as a reduction of other current liabilities on the accompanying balance sheet.

The Company records financial derivative instruments at fair value, which includes an evaluation of each counterparty's credit risk. Fair value of the instruments is determined using standard option valuation models.

The Company chose not to elect hedge accounting on any derivative instruments entered into during the three and six months ended June 30, 2013 and 2012 and, as a result, changes in the fair value of these fuel hedge contracts are recorded each period in aircraft fuel expense.

The following table summarizes the components of aircraft fuel expense for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
	(in thousands)
Into-plane fuel cost	$	129,375	$	116,622	$	258,088		$	227,539
Settlement losses (gains)	113		2,488		(315		)	37
Unrealized mark-to-market losses (gains)	5,763		1,123		9,144			1,382
Aircraft fuel	$	135,251	$	120,233	$	266,917		$	228,958

All realized gains and losses are reflected in the accompanying statements of cash flows in cash flow from operating activities.

As of June 30, 2013 and December 31, 2012, the Company had fuel hedges using jet fuel swaps and collars using crude oil and refined products as the underlying commodities. As of June 30, 2013, the Company had agreements in place to protect the refining price risk between the price of crude oil and the price of refined jet fuel for approximately 71% of its anticipated refined fuel consumption during peak hurricane season (August through October) and agreements to protect an additional 17% of the anticipated jet fuel consumption for the third quarter of 2013. As of June 30, 2013, the Company had agreements in place to protect 7.7 million gallons or approximately 8.7% of its anticipated jet fuel consumption for the remainder of 2013 at a weighted-average ceiling and floor price of $2.95 and $2.68 per gallon, respectively. As of December 31, 2012, the Company had agreements in place to protect 7.8 milliongallons or approximately 4.6% of its 2013 anticipated jet fuel consumption at a weighted-average ceiling and floor price of $3.09 and $2.84 per gallon, respectively.

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Financial Instruments and Risk Management (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Fuel [Member] gal	Dec. 31, 2012 Fuel [Member] gal
Investments, All Other Investments [Abstract]
Into-plane fuel cost	$ 129,375,000	$ 116,622,000	$ 258,088,000	$ 227,539,000
Settlement losses (gains)	113,000	2,488,000	(315,000)	37,000
Unrealized mark-to-market losses (gains)	5,763,000	1,123,000	9,144,000	1,382,000
Aircraft fuel	135,251,000	120,233,000	266,917,000	228,958,000
Derivative [Line Items]
Collateral Already Posted, Aggregate Fair Value	$ 800,000		$ 800,000
Nonmonetary notional amount (in gallons)					7,700,000	7,800,000
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage, Remaining Fiscal Year					8.70%
Nonmonetary notional amount, percent of required need, coverage, August through October of current fiscal year					71.00%
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage, Next Fiscal Quarter					17.00%
Nonmonetary notional amount, percent of required need, coverage, next fiscal year						4.60%
Weighted average ceiling price (in dollars per gallon)					2.95	3.09
Weighted average floor price (in dollars per gallon)					2.68	2.84

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Future minimum lease payments under noncancelable operating leases

Future minimum lease payments under noncancelable operating leases as of June 30, 2013 and the periods in which payments are due were as follows:

	Operating Lease Obligations
	(in thousands)
Remainder of 2013	$	98,033
2014	188,853
2015	183,716
2016	173,323
2017	149,688
2018 and thereafter	529,144
Total minimum lease payments	$	1,322,757

Employee groups and status of the collective bargaining agreements

The table below sets forth our employee groups and status of the collective bargaining agreements as of June 30, 2013.

Employee Groups	Representative	Amendable Date	Percentage of Workforce
Pilots	Air Line Pilots Association, International (ALPA)	August 2015	23%
Flight Attendants	Association of Flight Attendants (AFA-CWA)	August 2007	34%
Dispatchers	Transport Workers Union (TWU)	July 2012	1%

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Tax Receivable Agreement (Details)	12 Months Ended
	Dec. 31, 2011
Tax Receivable Agreement [Abstract]
Percentage of cash savings from pre-IPO NOLs due to pre-IPO stockholders	90.00%

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Commitments and Contingencies - Future Minimum Lease Payments Under Noncancelable Operating Leases (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Future Minimum Payments Due, Remainder of 2013	$ 98,033
Future Minimum Payments Due, 2014	188,853
Future Minimum Payments Due, 2015	183,716
Future Minimum Payments Due, 2016	173,323
Future Minimum Payments Due, 2017	149,688
Future Minimum Payments Due, 2018 and thereafter	529,144
Total minimum lease payments	$ 1,322,757

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Commitments and Contingencies - Sale Leaseback Transactions Aircraft (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 aircraft_engine aircraft
Commitments and Contingencies Disclosure [Abstract]
Number of aircrafts delivered	5
Number of aircrafts financed with direct operating leases	2
Number of spare aircraft engines entered into sale and leaseback agreement	1
Aircraft [Member]
Sale Leaseback Transaction [Line Items]
Number of aircraft entered into sale and leaseback agreement	3
Sale leaseback transaction on aircraft, net deferred gain (loss)	$ (1.2)
Sale leaseback transaction on aircraft, refund in pre-delivery deposits	$ 16.0

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Stock-Based Compensation - Restricted Stock Activity (Details) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Restricted Stock and Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding (in shares)	449,629
Granted (in shares)	132,450	298,692
Vested (in shares)	(146,460)
Forfeited (in shares)	(53,994)
Outstanding (in shares)	381,625
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding, weighted-average grant date fair value (in dollars per share)	$ 16.93
Granted, weighted-average grant date fair value (in dollars per share)	$ 25.74
Vested, weighted-average grant date fair value (in dollars per share)	$ 12.30
Forfeited, weighted-average grant date fair value (in dollars per share)	$ 16.33
Outstanding, weighted-average grant date fair value (in dollars per share)	$ 21.85
Total fair value of shares vested	$ 3.5	$ 3.3
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 7.4	$ 5.4
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	3 years 0 months 3 days	3 years 5 months 19 days

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Collateral Already Posted, Aggregate Fair Value	$ 0.8
Fair Value, Measurements, Recurring [Member] | Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	524.9	416.8
Total assets	524.9	417.1
Total liabilities	8.9	0
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	524.9	416.8
Total assets	524.9	416.8
Total liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Total assets	0	0
Total liabilities	8.6	0
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Total assets	0	0.3
Total liabilities	0.3	0
Jet fuel swaps [Member] | Fair Value, Measurements, Recurring [Member] | Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	8.6
Jet fuel swaps [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	0
Jet fuel swaps [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	8.6
Jet fuel swaps [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	0
Option contracts [Member] | Fair Value, Measurements, Recurring [Member] | Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets		0.3
Derivative liabilities	0.3
Option contracts [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets		0
Derivative liabilities	0
Option contracts [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets		0
Derivative liabilities	0
Option contracts [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets		0.3
Derivative liabilities	$ 0.3

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Commitments and Contingencies - Commitments (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013 aircraft aircraft_engine
Commitments and Contingencies Disclosure [Abstract]
Number of spare aircraft engines ordered (in aircraft engine)	2
Number of Aircraft with Extended Leases (in aircraft)	14
Additional Lease Commitments due to Extended Aircraft Leases	$ 72.8
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of Airbus A320 Aircraft Ordered Converted to Airbus A321 Aircraft Ordered (in aircraft)	10
Number of Aircraft with Secured Financing Commitments Scheduled for Delivery (in aircraft)	4
Number of Aircraft without Secured Financing Commitments Scheduled for Delivery (in aircraft)	112
Aircraft and Related Flight Equipment [Member]
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
Committed expenditures, remainder of 2013	233.0
Committed expenditures, 2014	419.0
Committed expenditures, 2015	834.0
Committed expenditures, 2016	809.0
Committed expenditures, 2017	808.0
Committed expenditures, 2018 and beyond	2,346.0
Reservation System Provider [Member]
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
Committed expenditures, remainder of 2013	1.9
Committed expenditures, 2014	3.9
Committed expenditures, 2015	3.9
Committed expenditures, 2016	3.9
Committed expenditures, 2017	3.9
Committed expenditures, 2018 and beyond	$ 2.6
Airbus A320 [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of Aircraft Originally Ordered (in aircraft)	96
Number of aircraft ordered (in aircraft)	116
Airbus A321 [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of Additional Aircraft Ordered (in aircraft)	20
Number of aircraft ordered (in aircraft)	30
Airbus A320, current model [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of aircraft ordered (in aircraft)	41
Airbus A320 NEO [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of aircraft ordered (in aircraft)	45
Number of Direct Leased Aircraft Ordered from a Third Party (in aircraft)	5

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Recent Accounting Developments

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recent Accounting Developments

Recent Accounting Developments

In December 2011, the FASB issued amendments to Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in this update are designed to enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (a) offset in accordance with certain right to set-off conditions prescribed by current accounting guidance or (b) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current accounting guidance. On January 1, 2013, the Company adopted ASU 2011-11.

In January 2013, the FASB issued Accounting Standards Update No. 2013-01, ScopeClarification of Disclosures about Offsetting Assets and Liabilities (ASU 2013-01), to limit the scope of ASU 2011-11 and its new balance sheet offsetting disclosure requirements to derivatives (including bifurcated embedded derivatives), repurchase agreements and reverse repurchase agreements, and securities borrowing and lending transactions. On January 1, 2013, the Company adopted ASU 2013-01 in conjunction with ASU 2011-11.

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Earnings per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands, except per-share amounts)
Numerator
Net income	$	42,068	$	34,591	$	72,622	$	58,010
Denominator
Weighted-average shares outstanding, basic	72,593		72,379		72,540		72,336
Effect of dilutive stock awards	399		205		358		206
Adjusted weighted-average shares outstanding, diluted	72,992		72,584		72,898		72,542
Net Income per Share
Basic earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80
Diluted earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80

As of June 30, 2013 and 2012, there were 1,545 and 26,000 anti-dilutive awards excluded from the computation of diluted earnings per common share, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Aircraft-Related Commitments and Financing Arrangements

The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. On June 20, 2013, the Company entered into an amendment to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S., dated as of May 5, 2004 (Airbus Amendment) for the order of an additional 20 Airbus A321 aircraft. These aircraft are in addition to the 96 aircraft not yet delivered under Spirit's existing order with Airbus and will be scheduled for delivery between 2015 and 2017. In addition, the Airbus Amendment provides that 10 of the Company's existing Airbus A320 orders will be converted to Airbus A321 aircraft, which are scheduled to be delivered from 2017 through 2018. As of June 30, 2013, firm aircraft orders consisted of 116 A320 family aircraft (41 of the existing A320 model, 45 A320neos, and 30 of the existing A321 model) with Airbus, five direct operating leases for A320neos with a third party, and two spare engine orders for V2500 SelectOne™engines with International Aero Engines AG. Aircraft are scheduled for delivery from 2013 through 2021, and spare engines are scheduled for delivery from 2014 through 2015. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery payments, will be approximately $233 million for the remainder of 2013, $419 million in 2014, $834 million in 2015, $809 million in 2016, $808 million in 2017, and $2,346 million in 2018 and beyond. We have secured financing commitments with a third party for our next four aircraft deliveries from Airbus, which are scheduled for delivery in 2013. We do not have financing commitments in place for the remaining 112 Airbus firm aircraft orders scheduled for delivery in 2014 through 2021.

During the first six months of 2013, the Company took delivery of five aircraft, two of which were financed via direct operating leases and the remaining three under sale and leaseback transactions with third-party aircraft lessors. The three sale and leaseback transactions resulted in net deferred losses of $1.2 million. Deferred losses are included in other long-term assets on the accompanying balance sheet. Deferred losses are recognized as an increase to rent expense on a straight-line basis over the term of the respective operating leases. Deferred gains are included in deferred credits and other long-term liabilities on the accompanying balance sheet. Deferred gains are recognized as a decrease to rent expense on a straight-line basis over the term of the respective operating leases. The Company had agreements in place prior to the delivery of these aircraft which resulted in the settlement of the purchase obligation by the lessor and the refund of $16.0 million in pre-delivery deposits from Airbus during the six months ended June 30, 2013. The refunded pre-delivery deposits have been disclosed in the accompanying statements of cash flows as investing activities within pre-delivery deposits for flight equipment, net of refunds. In addition, the Company entered into sale and leaseback transactions with third-party lessors for the sale and leaseback of one V2500 SelectOne™ International Aero Engines AG engine. Cash outflows related to the purchase of the engine have been disclosed in the accompanying statements of cash flows as investing activities within purchases of property and equipment and the cash inflows from the sale of the engine as financing activities within proceeds received from sale and leaseback transactions. All of the leases from these sale and leaseback transactions are accounted for as operating leases. Under the terms of the lease agreements, the Company will continue to operate and maintain the aircraft. Payments under the lease agreements are fixed for the term of the lease. The lease agreements contain standard termination events, including termination upon a breach of the Company's obligations to make rental payments and upon any other material breach of the Company's obligations under the leases, and standard maintenance and return condition provisions. These return provisions are evaluated at inception of the lease and throughout the lease terms and are accounted for as additional rent expense when it is probable that such amounts will be paid to the lessor. Upon a termination of the lease due to a breach by the Company, the Company would be liable for standard contractual damages, possibly including damages suffered by the lessor in connection with remarketing the aircraft or while the aircraft is not leased to another party.

Future minimum lease payments under noncancelable operating leases as of June 30, 2013 and the periods in which payments are due were as follows:

	Operating Lease Obligations
	(in thousands)
Remainder of 2013	$	98,033
2014	188,853
2015	183,716
2016	173,323
2017	149,688
2018 and thereafter	529,144
Total minimum lease payments	$	1,322,757

In June 2013, the Company extended the operating leases on 14 of its Airbus A319 aircraft, which were previously set to expire in 2017 through 2019. These extensions resulted in an additional $72.8 million of lease commitments through 2022.

Some of the Company’s master lease agreements provide that the Company pays maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. Maintenance reserve payments are either fixed contractual amounts or utilization based. Fixed maintenance reserve payments for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, will be approximately $5.1 million for the remainder of 2013, $10.6 million in 2014, $11.0 million in 2015, $11.4 million in 2016, $11.1 million in 2017, and $40.0 million in 2018 and beyond. These lease agreements provide that maintenance reserves are reimbursable to the Company upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event.

Reservation System

The Company is contractually obligated to pay the following minimum guaranteed payments to the provider of its reservation system as of June 30, 2013: $1.9 million for the remainder of 2013, $3.9 million in 2014, $3.9 million in 2015, $3.9 million in 2016, $3.9 million in 2017, and $2.6 million in 2018 and thereafter.

Litigation

The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations.

Credit Card Processing Arrangements

The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges, and other ancillary services by customers. As it is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, which the Company records as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales that its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. If the Company fails to satisfy certain liquidity and other financial covenants, the processing agreements provide the processors the right to require the Company to maintain cash collateral up to approximately 100% of the Company's air traffic liability, resulting in a commensurate reduction of unrestricted cash. As of June 30, 2013 and December 31, 2012, the Company continued to be in compliance with its credit card processing agreements, and the processors were holding back $0 of remittances.

The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of June 30, 2013 and December 31, 2012, was $236.9 million and $144.8 million, respectively.

Employees

Approximately 58% of the Company’s employees are covered under collective bargaining agreements. The table below sets forth our employee groups and status of the collective bargaining agreements as of June 30, 2013.

Employee Groups	Representative	Amendable Date	Percentage of Workforce
Pilots	Air Line Pilots Association, International (ALPA)	August 2015	23%
Flight Attendants	Association of Flight Attendants (AFA-CWA)	August 2007	34%
Dispatchers	Transport Workers Union (TWU)	July 2012	1%

The Company is currently in negotiations with both the AFA-CWA and the TWU to reach new collective bargaining agreements.

The Company is self-insured for health care claims, up to a stop loss amount, for eligible participating employees and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $2.0 million and $1.9 million for health care claims as of June 30, 2013 and December 31, 2012, respectively.

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Accrued Liabilities

6 Months Ended

Jun. 30, 2013

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Other current liabilities as of June 30, 2013 and December 31, 2012 consist of the following:

	June 30, 2013		December 31, 2012
	(in thousands)
Federal excise and other passenger taxes and fees payable	$	34,748	$	23,401
Aircraft maintenance	24,331		22,319
Salaries and wages	21,942		21,057
Airport expenses	18,095		16,024
Fuel	14,697		11,219
Aircraft and facility rent	8,065		8,020
Fuel derivatives	8,049		—
Tax receivable agreement	7,979		7,987
Other	13,610		11,287
Accrued liabilities	$	151,516	$	121,314

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Commitments and Contingencies - Fixed Maintenance Reserve Payments (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Commitments and Contingencies Disclosure [Abstract]
Fixed maintenance reserve payments, future estimated payments due, the remainder of 2013	$ 5.1
Fixed maintenance reserve payments, future estimated payments due, 2014	10.6
Fixed maintenance reserve payments, future estimated payments due, 2015	11.0
Fixed maintenance reserve payments, future estimated payments due, 2016	11.4
Fixed maintenance reserve payments, future estimated payments due, 2017	11.1
Fixed maintenance reserve payments, future estimated payments due, 2018 and beyond	$ 40.0

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs (Details) (Option contracts [Member], USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Option contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2012	$ 0.3
Total realized or unrealized gains (losses) included in earnings, net	(0.3)
Settlements, net	(0.3)
Balance at June 30, 2013	$ (0.3)

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Stock-Based Compensation - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended						6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2007 2005 Stock Plan [Member]	Jun. 30, 2013 2011 Equity Incentive Award Plan [Member]	Dec. 31, 2012 2011 Equity Incentive Award Plan [Member]	May 09, 2011 2011 Equity Incentive Award Plan [Member]	Jun. 30, 2013 Restricted Stock and Restricted Stock Units [Member]	Jun. 30, 2013 Stock Options [Member]	Jun. 30, 2012 Stock Options [Member]	Jun. 30, 2013 Performance Shares Awards [Member]	Jun. 30, 2012 Performance Shares Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issue (in shares)					2,500,000			3,000,000
Shares available for future issuance (in shares)						2,638,603	2,689,490
Award vesting percentage per year (as a percent)									25.00%
Award vesting period										4 years
Contractual term										10 years
Grants in period (in shares)										0	0
Share-based compensation cost	$ 1.4	$ 1.5	$ 2.8	$ 1.7
Share-based compensation cost, tax benefit recognized in income	0.5	0.6	1.1	0.6
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized										$ 0.1	$ 0.9	$ 8.0	$ 7.8
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition										1 year 0 months 3 days	2 years 5 months 19 days	1 year 11 months 4 days	2 years 6 months 3 days
Potential vesting percentage, minimum												0.00%
Potential vesting percentage, maximum												200.00%
Period for share issuance after vesting												60 days
Expected dividend yield												0.00%	0.00%

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Condensed Balance Sheets (unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 524,905	$ 416,816
Accounts receivable, net	32,807	22,740
Deferred income taxes	16,967	12,591
Other current assets	101,933	95,210
Total current assets	676,612	547,357
Property and equipment:
Flight equipment	4,073	2,648
Ground and other equipment	47,735	43,580
Less accumulated depreciation	(21,285)	(17,825)
Total property and equipment	30,523	28,403
Deposits on flight equipment purchase contracts	111,797	96,692
Aircraft maintenance deposits	143,631	122,379
Deferred heavy maintenance	102,332	80,533
Other long-term assets	42,166	44,520
Total assets	1,107,061	919,884
Current liabilities:
Accounts payable	23,097	24,166
Air traffic liability	205,786	131,414
Other current liabilities	151,516	121,314
Total current liabilities	380,399	276,894
Long-term deferred income taxes	43,554	33,216
Deferred credits and other long-term liabilities	24,670	27,239
Shareholders’ equity:
Common stock	7	7
Additional paid-in-capital	508,745	504,527
Treasury stock	(2,088)	(1,151)
Retained earnings	151,774	79,152
Total shareholders’ equity	658,438	582,535
Total liabilities and shareholders’ equity	$ 1,107,061	$ 919,884

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Tax Receivable Agreement

6 Months Ended

Jun. 30, 2013

Tax Receivable Agreement [Abstract]

Tax Receivable Agreement

Tax Receivable Agreement

The Company entered into the Tax Receivable Agreement (TRA) with the Pre-IPO Stockholders (as defined in the TRA) effective immediately prior to the consummation of the Company's IPO. Under the TRA, the Company is obligated to pay the Pre-IPO Stockholders an amount equal to 90% of the cash savings in federal income tax realized by it by virtue of the use of the federal net operating loss, deferred interest deductions and alternative minimum tax credits held by the Company as of March 31, 2011. Cash tax savings generally will be computed by comparing actual federal income tax liability to the amount of such taxes that the Company would have been required to pay had such Pre-IPO NOLs (as defined in the TRA) not been available. Upon consummation of the IPO and execution of the TRA, the Company recorded a liability with an offsetting reduction to additional paid-in-capital.

The term of the TRA will continue until the first to occur of (a) the full payment of all amounts required under the agreement with respect to utilization or expiration of all of the Pre-IPO NOLs, (b) the end of the taxable year including the tenth anniversary of the IPO or (c) a change in control of the Company. The amount and timing of payments under the TRA will depend upon a number of factors, including, but not limited to, the amount and timing of taxable income generated in the future and any future limitations that may be imposed on the Company's ability to use the Pre-IPO NOLs.

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Basis Of Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements include the accounts of Spirit Airlines, Inc. (the “Company”). These unaudited condensed financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The interim results reflected in the unaudited condensed financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.

Certain prior period amounts have been reclassified to conform to the current year's presentation.

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Condensed Statements Of Operations (unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Operating revenues:
Passenger	$ 241,119	$ 211,812	$ 460,016	$ 391,890
Non-ticket	166,220	134,496	317,760	255,913
Total operating revenue	407,339	346,308	777,776	647,803
Operating expenses:
Aircraft fuel	135,251	120,233	266,917	228,958
Salaries, wages and benefits	64,456	53,489	125,953	106,143
Aircraft rent	41,915	36,060	82,987	68,933
Landing fees and other rents	21,346	17,066	39,402	32,180
Distribution	17,277	14,738	32,958	28,939
Maintenance, materials and repairs	15,202	13,115	26,982	23,043
Depreciation and amortization	7,604	3,327	13,928	6,197
Other operating	37,416	33,100	71,915	60,609
Loss on disposal of assets	91	33	261	482
Special charges (credits)	23	15	46	(57)
Total operating expenses	340,581	291,176	661,349	555,427
Operating income	66,758	55,132	116,427	92,376
Other (income) expense:
Interest expense	95	794	104	1,334
Capitalized interest	(95)	(794)	(104)	(1,334)
Interest income	(105)	(180)	(221)	(595)
Other expense	36	84	137	127
Total other (income) expense	(69)	(96)	(84)	(468)
Income before income taxes	66,827	55,228	116,511	92,844
Provision for income taxes	24,759	20,637	43,889	34,834
Net income	$ 42,068	$ 34,591	$ 72,622	$ 58,010
Basic earnings per share	$ 0.58	$ 0.48	$ 1.00	$ 0.80
Diluted earnings per share	$ 0.58	$ 0.48	$ 1.00	$ 0.80

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Commitments and Contingencies - Credit Card Processing Arrangements (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Cash collateral required for credit card transactions as a percentage of air traffic liability, prior to amendment	100.00%
Cash holdback for credit card transactions	$ 0	$ 0
Maximum potential exposure to cash holdbacks from credit card processors	$ 236,900,000	$ 144,800,000

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Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]
Federal excise and other passenger taxes and fees payable	$ 34,748	$ 23,401
Aircraft maintenance	24,331	22,319
Salaries and wages	21,942	21,057
Airport expenses	18,095	16,024
Fuel	14,697	11,219
Aircraft and facility rent	8,065	8,020
Fuel derivatives	8,049	0
Tax receivable agreement	7,979	7,987
Other	13,610	11,287
Accrued liabilities	$ 151,516	$ 121,314

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Stock-Based Compensation - Simulation Model Input Variables (Details) (Performance Shares Awards [Member])	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Performance Shares Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility factor	41.00%	39.00%
Risk free interest rate	0.31%	0.45%
Expected term (in years)	2 years 8 months 19 days	2 years 9 months
Expected dividend yield	0.00%	0.00%

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Stock-Based Compensation - Performance Share Awards (Details) (Performance Shares Awards [Member], USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Performance Shares Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding (in shares)	280,907
Granted (in shares)	107,750
Vested (in shares)	0
Forfeited (in shares)	(43,150)
Outstanding (in shares)	345,507
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding, weighted-average grant date fair value (in dollars per share)	$ 20.30
Granted, weighted-average grant date fair value (in dollars per share)	$ 25.76
Vested, weighted-average grant date fair value (in dollars per share)	$ 0
Forfeited, weighted-average grant date fair value (in dollars per share)	$ 21.09
Outstanding, weighted-average grant date fair value (in dollars per share)	$ 21.90
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 8.0	$ 7.8
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 11 months 4 days	2 years 6 months 3 days

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has stock plans under which directors, officers, key employees, and consultants of the Company may be granted restricted stock awards, stock options and other equity-based instruments as a means of promoting the Company’s long-term growth and profitability. The plans are intended to encourage participants to contribute to and participate in the success of the Company.

The Company's board of directors adopted, and the Company's stockholders approved, the Amended and Restated 2005 Incentive Stock Plan, or the 2005 Stock Plan, effective January 1, 2008. The total number of shares of common stock authorized for issue pursuant to awards granted under the 2005 Stock Plan was 2,500,000 shares. The 2005 Stock Plan provided for the grant of non-qualified stock options, stock appreciation rights, restricted stock, performance shares, phantom stock, restricted stock units and other awards that are valued in whole or in part by reference to the Company's stock.

On May 9, 2011, the Company's board of directors adopted, and the Company's stockholders approved, the 2011 Equity Incentive Award Plan, or 2011 Plan. Under the 2011 Plan, 3,000,000 new shares of common stock are reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance share awards and other stock-based awards, plus the number of shares remaining available for future awards under our 2005 Stock Plan. The number of shares reserved for issuance or transfer pursuant to awards under the 2011 Plan will be increased by the number of shares represented by awards outstanding under the Company's 2005 Stock Plan that are forfeited or lapse unexercised. No further awards will be granted under the 2005 Stock Plan, and all outstanding awards will continue to be governed by their existing terms. As of June 30, 2013 and December 31, 2012, 2,638,603 and 2,689,490 shares of the Company’s common stock, respectively, remained available for future issuance under the 2011 Plan.

Stock-based compensation cost is included within salaries, wages and benefits in operating expenses in the accompanying statements of operations for the three and six months ended June 30, 2013 and 2012, amounted to $1.4 million and $1.5 million, and $2.8 million and $1.7 million, respectively. During the three and six months ended June 30, 2013 and 2012, there was $0.5 million and $0.6 million, and $1.1 million and $0.6 million tax benefit recognized in income, respectively.

Restricted Stock

Restricted stock and restricted stock unit awards are valued at the fair value of the shares on the date of grant if vesting is based on a service or a performance condition. Granted shares and units vest 25% per year on each anniversary of issuance. Each restricted stock unit represents the right to receive one share of common stock upon vesting of such restricted stock unit. Compensation expense is recognized on a straight-line basis over the requisite service period.

A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

	Number of Shares		Weighted-Average Grant Date Fair Value ($)
Outstanding at December 31, 2012	449,629		16.93
Granted	132,450		25.74
Vested	(146,460	)	12.30
Forfeited	(53,994	)	16.33
Outstanding at June 30, 2013	381,625		21.85

There were 132,450 and 298,692 restricted stock shares granted during the six months ended June 30, 2013 and 2012, respectively. The total fair value of restricted stock shares vested during the six months ended June 30, 2013 and 2012 was $3.5 million and $3.3 million, respectively.

As of June 30, 2013 and 2012, there was $7.4 million and $5.4 million, respectively, of total unrecognized compensation cost related to nonvested restricted stock to be recognized over a weighted-average period of 3.0 years and 3.5 years, respectively.

Stock Options

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, vest over four years of continuous service, and have ten-year contractual terms. The fair value of each stock option award is estimated on the date of grant using the Black Scholes model. There were no options granted during the six months ended June 30, 2013 or 2012. Expected volatilities are based on the historical volatility of a group of peer entities within the same industry. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option.

A summary of share option activity under the 2011 Plan as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

	Number of Options		Weighted- Average Exercise Price ($)	Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2012	247,650		9.59	8.0	2,015
Exercised	(58,150	)	9.53
Forfeited or expired	(94,250	)	10.84
Outstanding at June 30, 2013	95,250		8.40	6.7	2,221
Exercisable at June 30, 2013	53,750		8.29	6.3	1,260
Vested or Expected to Vest at June 30, 2013	94,499		8.40	6.7	2,204

The total intrinsic value of share options exercised during the six months ended June 30, 2013 was $0.9 million.

As of June 30, 2013 and 2012, there was $0.1 million and $0.9 million, respectively, of total unrecognized compensation cost related to options expected to be recognized over a weighted-average period of 1.0 years and 2.5 years, respectively.

Performance Share Awards

During 2013 and 2012, the Company granted certain senior-level executives restricted stock units that vest based on market and service conditions as part of a long-term incentive plan, which are referred to herein as performance share awards. The number of shares of common stock underlying each award is determined at the end of a three-year performance period. In order to vest, the senior level executive must still be employed by the Company, with certain contractual exclusions, at the end of the performance period. At the end of the performance period, the percentage of the stock units that will vest will be determined by ranking the Company’s total shareholder return compared to the total shareholder return of 11 peer companies. Based on the level of performance, between 0% and 200% of the award may vest. Within 60 days after vesting, the shares underlying the award will be issued to the participant. In the event of a change in control of the Company or the disability or death of a participant, the payout of any award is limited to a pro-rated portion of such award based upon a performance assessment prior to the change-in-control date or date of disability or death.

The market condition requirements are reflected in the grant date fair value of the award, and the compensation expense for the award will be recognized on a straight-line basis over the performance period assuming that the requisite service is rendered regardless of whether the market conditions are achieved.

The grant date fair value of the performance share awards was determined through the use of a Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the market condition requirements. A summary of the variables used is presented below for grants occurring in the respective years:

	Weighted-Average at Grant Date 2013		Weighted-Average at Grant Date 2012
Expected volatility factor	0.41		0.39
Risk free interest rate	0.31	%	0.45	%
Expected term (in years)	2.72		2.75
Expected dividend yield	—	%	—	%

The volatility was based upon a weighted average of the volatility for the Company and the most recent volatility of its peers. The peer group used to calculate volatility is consistent with the group used for the traditional employee stock options. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and each of the peer companies within the peer group in order to model stock price movements. The volatilities used were calculated over the most recent period, which aligned with the performance period at the grant date for each respective grant. The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the remaining performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its models for the six months ended June 30, 2013 and 2012.

The following table summarizes the Company’s performance share awards for six months ended June 30, 2013:

	Number of Awards		Weighted-Average Fair Value at Grant Date ($)
Outstanding at December 31, 2012	280,907		20.30
Granted	107,750		25.76
Vested	—		—
Forfeited	(43,150	)	21.09
Outstanding at June 30, 2013	345,507		21.90

As of June 30, 2013 and 2012, there was $8.0 million and $7.8 million of total unrecognized compensation cost related to performance share awards. The unrecognized cost is expected to be recognized over 1.9 years and 2.51 years, respectively.

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Commitments and Contingencies - Employees (Details) (USD $) In Millions, unless otherwise specified			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Unionized Employees Concentration Risk [Member] Number of Employees, Total [Member]	Jun. 30, 2013 Unionized Employees Concentration Risk [Member] Number of Employees, Total [Member] Association of Flight Attendants [Member]	Jun. 30, 2013 Unionized Employees Concentration Risk [Member] Number of Employees, Total [Member] Air Line Pilots Association, International [Member]	Jun. 30, 2013 Unionized Employees Concentration Risk [Member] Number of Employees, Total [Member] Transport Workers Union [Member]
Multiemployer Plans [Line Items]
Company's employees covered under collective bargaining agreements (as a percent)			58.00%	34.00%	23.00%	1.00%
Accrued health care claims	$ 2.0	$ 1.9

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Payables and Accruals [Abstract]

Accrued liabilities included in other current liabilities

ther current liabilities as of June 30, 2013 and December 31, 2012 consist of the following:

	June 30, 2013		December 31, 2012
	(in thousands)
Federal excise and other passenger taxes and fees payable	$	34,748	$	23,401
Aircraft maintenance	24,331		22,319
Salaries and wages	21,942		21,057
Airport expenses	18,095		16,024
Fuel	14,697		11,219
Aircraft and facility rent	8,065		8,020
Fuel derivatives	8,049		—
Tax receivable agreement	7,979		7,987
Other	13,610		11,287
Accrued liabilities	$	151,516	$	121,314

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Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures are required about how fair value is determined for assets and liabilities, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of the Company’s financial assets and liabilities. The Company’s fuel derivative contracts, which consist of costless collar contracts and swap agreements, are valued using energy and commodity market data, which is derived by combining raw inputs with quantitative models and processes to generate forward curves and volatilities.

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at gross fair value on a recurring basis are summarized below:

	Fair Value Measurements as of June 30, 2013
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	524.9	$	524.9	$	—	$	—
Total assets	$	524.9	$	524.9	$	—	$	—
Jet fuel swaps	$	8.6	$	—	$	8.6	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total liabilities	$	8.9	$	—	$	8.6	$	0.3

	Fair Value Measurements as of December 31, 2012
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	416.8	$	416.8	$	—	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total assets	$	417.1	$	416.8	$	—	$	0.3
Total liabilities	$	—	$	—	$	—	$	—

Cash and cash equivalents at June 30, 2013 and December 31, 2012 are comprised of liquid money market funds and cash. The Company maintains cash with various high-quality financial institutions. The Company had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2013 and the year endedDecember 31, 2012.

The Company did not elect hedge accounting on any of the derivative instruments, and as a result, changes in the fair values of these fuel hedge contracts are recorded each period in fuel expense. Fair values of the instruments are determined using standard option valuation models. The Company also considers counterparty risk and its own credit risk in its determination of all estimated fair values. The Company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. All derivative instruments are presented on a gross basis in the table above. The Company determines the fair value of fuel derivative option contracts utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

The fair value of the Company's jet fuel swaps are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these instruments as Level 2. Due to the fact that certain inputs utilized to determine the fair value of the Company's aircraft fuel option contracts are unobservable (principally implied volatility), the Company has categorized these instruments as Level 3. As of June 30, 2013 and December 31, 2012, the Company's outstanding aircraft fuel option contracts were jet fuel collars.

The Company's Valuation Group is made up of individuals from the Company's Risk Management, Treasury and Corporate Accounting departments. The Valuation Group is responsible for the Company's valuation policies, procedures and execution thereof. The Company's Valuation Group reports to the Company's Chief Financial Officer and Audit Committee, who approve all derivative transactions. The Valuation Group compares the results of the Company's internally developed valuation methods with counterparty reports at each balance sheet date and assesses the Company's valuation methods for accurateness and identifies any needs for modification.

The following table presents the Company’s activity for assets and liabilities measured at gross fair value on a recurring basis using significant unobservable inputs (Level 3):

	Aircraft Fuel Option Contracts Activity for the Six Months Ended June 30, 2013
	(in millions)
Balance at December 31, 2012	$	0.3
Total realized or unrealized gains (losses) included in earnings, net	(0.3		)
Settlements, net	(0.3		)
Balance at June 30, 2013	$	(0.3	)

The Company records the fair value adjustment of its aircraft fuel derivatives in the accompanying statement of operations within aircraft fuel and on the balance sheet within other current assets or other current liabilities, depending on whether the net fair value of the derivatives is in an asset or liability position as of the respective date. As of June 30, 2013, the Company had $0.8 million posted as collateral against its jet fuel swaps, presented as a reduction of other current liabilities on the accompanying balance sheet.

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Special Charges and Credits

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Special Charges and Credits

Special Charges and Credits

Ronald Reagan National Airport Exit Charges

Special charges and credits for the six months ended June 30, 2013 primarily include exit charges related to the early termination of the Company's lease at Ronald Reagan National Airport (“DCA”) due to the relocation of business activities from DCA to Baltimore Washington International Airport ("BWI") in the third quarter of 2012.

Secondary Offering Costs

On January 25, 2012, certain stockholders of the Company, including affiliates of Oaktree Capital Management and Indigo Partners, LLC ("Indigo") and certain members of the Company's executive team, sold an aggregate of 12,650,000 shares of common stock in an underwritten public offering. The Company incurred a total of $1.3 million in costs between 2011 and 2012 related to this offering, of which $0.5 million were incurred during the six months ended June 30, 2012. These costs were offset by reimbursements from certain selling shareholders of $0.6 million in accordance with the Fourth Amendment to the Second Amended and Restated Investor Rights Agreement, of which $0.5 million was received during the six months ended June 30, 2012. The Company did not receive any proceeds from this offering.

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Stock-Based Compensation - Share Option Activity (Details) (Stock Options [Member], USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding (in shares)	247,650
Exercised (in shares)	(58,150)
Forfeited or expired (in shares)	(94,250)
Outstanding (in shares)	95,250		247,650
Exercisable (in shares)	53,750
Vested or expected to vest (in shares)	94,499
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding, weighted-average exercise price (in dollars per share)	$ 9.59
Exercised, weighted-average exercise price (in dollars per share)	$ 9.53
Forfeited or expired, weighted-average exercise price (in dollars per share)	$ 10.84
Outstanding, weighted-average exercise price (in dollars per share)	$ 8.40		$ 9.59
Exercisable, weighted-average exercise price (in dollars per share)	$ 8.29
Vested or expected to vest, weighted-average exercise price (in dollars per share)	$ 8.40
Outstanding, average remaining contractual term (in years)	6 years 8 months 12 days		8 years
Exercisable, average remaining contractual term (in years)	6 years 3 months 18 days
Vested or expected to vest, average remaining contractual term	6 years 8 months 12 days
Outstanding, aggregate intrinsic value	$ 2,221,000		$ 2,015,000
Exercisable, aggregate intrinsic value	1,260,000
Vested or expected to vest, aggregate intrinsic value	2,204,000
Total instrinsic value of share options exercised	900,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 100,000	$ 900,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 0 months 3 days	2 years 5 months 19 days

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis

Assets and liabilities measured at gross fair value on a recurring basis are summarized below:

	Fair Value Measurements as of June 30, 2013
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	524.9	$	524.9	$	—	$	—
Total assets	$	524.9	$	524.9	$	—	$	—
Jet fuel swaps	$	8.6	$	—	$	8.6	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total liabilities	$	8.9	$	—	$	8.6	$	0.3

	Fair Value Measurements as of December 31, 2012
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	416.8	$	416.8	$	—	$	—
Aircraft fuel option contracts	0.3		—		—		0.3
Total assets	$	417.1	$	416.8	$	—	$	0.3
Total liabilities	$	—	$	—	$	—	$	—

Assets and liabilities measured at fair value on a recuring basis using significant unobservable inputs (level 3)

The following table presents the Company’s activity for assets and liabilities measured at gross fair value on a recurring basis using significant unobservable inputs (Level 3):

	Aircraft Fuel Option Contracts Activity for the Six Months Ended June 30, 2013
	(in millions)
Balance at December 31, 2012	$	0.3
Total realized or unrealized gains (losses) included in earnings, net	(0.3		)
Settlements, net	(0.3		)
Balance at June 30, 2013	$	(0.3	)

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Net Income per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per common share

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands, except per-share amounts)
Numerator
Net income	$	42,068	$	34,591	$	72,622	$	58,010
Denominator
Weighted-average shares outstanding, basic	72,593		72,379		72,540		72,336
Effect of dilutive stock awards	399		205		358		206
Adjusted weighted-average shares outstanding, diluted	72,992		72,584		72,898		72,542
Net Income per Share
Basic earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80
Diluted earnings per common share	$	0.58	$	0.48	$	1.00	$	0.80

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Net Income per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Numerator
Net income	$ 42,068	$ 34,591	$ 72,622	$ 58,010
Denominator
Weighted-average shares outstanding, basic (in shares)	72,593,000	72,379,000	72,540,000	72,336,000
Effect of dilutive nonvested stock awards (in shares)	399,000	205,000	358,000	206,000
Adjusted weighted-average shares outstanding, diluted (in shares)	72,992,000	72,584,000	72,898,000	72,542,000
Net Income per Share
Basic earnings per common share (in dollars per share)	$ 0.58	$ 0.48	$ 1.00	$ 0.80
Diluted earnings per common share (in dollars per share)	$ 0.58	$ 0.48	$ 1.00	$ 0.80
Antidilutive awards excluded from computation of earnings per common share (in shares)			1,545	26,000

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of the status of the Company's restricted stock shares

A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

	Number of Shares		Weighted-Average Grant Date Fair Value ($)
Outstanding at December 31, 2012	449,629		16.93
Granted	132,450		25.74
Vested	(146,460	)	12.30
Forfeited	(53,994	)	16.33
Outstanding at June 30, 2013	381,625		21.85

Summary of share option activity

A summary of share option activity under the 2011 Plan as of June 30, 2013 and changes during the six months ended June 30, 2013 is presented below:

	Number of Options		Weighted- Average Exercise Price ($)	Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2012	247,650		9.59	8.0	2,015
Exercised	(58,150	)	9.53
Forfeited or expired	(94,250	)	10.84
Outstanding at June 30, 2013	95,250		8.40	6.7	2,221
Exercisable at June 30, 2013	53,750		8.29	6.3	1,260
Vested or Expected to Vest at June 30, 2013	94,499		8.40	6.7	2,204

Multiple input variables of performance share awards

The grant date fair value of the performance share awards was determined through the use of a Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the market condition requirements. A summary of the variables used is presented below for grants occurring in the respective years:

	Weighted-Average at Grant Date 2013		Weighted-Average at Grant Date 2012
Expected volatility factor	0.41		0.39
Risk free interest rate	0.31	%	0.45	%
Expected term (in years)	2.72		2.75
Expected dividend yield	—	%	—	%

Performance share award activity

The following table summarizes the Company’s performance share awards for six months ended June 30, 2013:

	Number of Awards		Weighted-Average Fair Value at Grant Date ($)
Outstanding at December 31, 2012	280,907		20.30
Granted	107,750		25.76
Vested	—		—
Forfeited	(43,150	)	21.09
Outstanding at June 30, 2013	345,507		21.90

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 19, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	SPIRIT AIRLINES, INC.
Entity Central Index Key	0001498710
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		72,620,546

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Special Charges and Credits (Details) (January 25, 2012 Secondary Offering [Member], USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended	24 Months Ended
	Jun. 30, 2012	Dec. 31, 2012	Jan. 25, 2012
January 25, 2012 Secondary Offering [Member]
Restructuring Cost and Reserve [Line Items]
Shares sold by certain stockholders in secondary offering (in shares)			12,650,000
Payments of stock issuance costs	$ 0.5	$ 1.3
Stock issuance cost reimbursements	$ 0.5	$ 0.6