8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2014

____________________

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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

2800 Executive Way

Miramar, Florida 33025

(Address of principal executive offices, including Zip Code)

(954) 447-7920

(Registrant's telephone number, including area code)

____________________

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

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

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

Item 7.01. Regulation FD Disclosure.

On July 29, 2014, the Company provided an update to investors regarding the Company's guidance for the third quarter 2014 and full year 2014; a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

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

Exhibit No.	Description
99.1	Investor Update regarding third quarter and full year 2014 guidance

SIGNATURES

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

Date: July 29, 2014 SPIRIT AIRLINES, INC.

By: /s/ Thomas Canfield

Name: Thomas Canfield

Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Update regarding third quarter and full year 2014 guidance

EX-99.1

Exhibit 99.1

Investor Update

July 29, 2014

This investor update provides Spirit's investor guidance for the third quarter ending September 30, 2014 and full year ending December 31, 2014. All data is based on preliminary estimates.

Capacity - Available Seat Miles (ASMs)		1Q14A		2Q14A		3Q14E		4Q14E		FY2014E
	ASMs Year-over-Year % Change	21.0	%	17.2	%	14.7	%	18.7	%	17.8	%

		3Q14E				FY2014E
Operating Margin(1)		20.5	%	-	22.0%	17.5	%	-	18.5%
Passenger Segments Year-over-Year % Change		11.5	%	-	12.5%	15.0	%	-	16.0%
Operating Expense per ASM (CASM) (cents)
Adjusted CASM(1)		9.80		-	9.86	9.77		-	9.83
Less: Economic fuel expense per ASM(2)		3.84				3.83
Adjusted CASM ex-fuel(3)		5.96		-	6.02	5.94		-	6.00
Average Stage Length (miles)		966				982
Fuel Expense per Gallon ($)
Economic fuel cost(2)		$3.09				$3.11
Fuel gallons (thousands)		51,909				200,935
Select Operating Expenses ($Millions)
Aircraft rent		$49				$195
Depreciation and amortization		$13				$51
						.
Effective Tax Rate		37.5%				37.5%
Wtd. Average Share Count (Millions)
	Basic	72.8				72.7
	Diluted	73.3				73.3

Capital Expenditures & Other Working Capital Requirements ($Millions)		Full Year 2014E
	Aircraft purchase commitments(4)		$	480
	Capital expenditures(5)		60
	Payments for heavy maintenance events(6)		66
	Pre-delivery deposits for flight equipment, net of refunds		89
	Pre-paid maintenance deposits, net of reimbursements		6

Fuel Hedges
Period	% of Est. Volume	Instrument	Avg. Price / Gallon
3Q14	50%	USGC Jet Call Options	$3.25
4Q14	50%	USGC Jet Call Options	$3.24

Footnotes

(1) Excludes special items which include any unrealized (gains) and losses arising from mark-to-market adjustments to outstanding fuel derivatives, estimated premium expense to be recognized related to fuel option contracts, loss on disposal of assets, and special charges (credits). Includes economic premium expense related to fuel option contracts in the period the option is benefiting.

(2) Includes fuel taxes, into-plane fuel cost, and economic premium expense related to fuel option contracts in the period the option is benefiting. Based on the jet fuel curve as of July 29, 2014.

(3) Excludes all components of fuel expense, loss on disposal of assets, and special charges (credits).

(4) Includes amounts related to the 11 aircraft scheduled for delivery in 2014. The Company has sale and leaseback financing arrangements for 7 of the 2014 aircraft deliveries (4 of which have already been delivered) and has agreed with certain lenders on the terms of secured debt financing for the remainder of the 2014 aircraft deliveries. Such financing remains subject to execution and delivery of definitive documentation. Amount does not include the proceeds from any aircraft financings.

(5) Includes the purchase of a spare engine that is expected to be financed under a sale and leaseback transaction after delivery and estimated equity amounts related to financing four aircraft under secured debt arrangements.

(6) Payments for heavy maintenance events are recorded as Long-term deposits and other assets within "Changes in operating assets and liabilities," on the Company's cash flow statement.

Spirit Airlines, Inc.
			Aircraft Delivery Schedule (net of Scheduled Retirements) as of July 29, 2014
			A319		A320 CEO	A320 NEO	A321 CEO	A321 NEO	Total
Total Year-end 2013			29		23	—	2	—	54
	1Q14		—		2	—	—	—	2
	2Q14		—		1	—	—	—	1
	3Q14		—		1	—	—	—	1
	4Q14		—		7	—	—	—	7
Total Year-end 2014			29		34	—	2	—	65
	1Q15		—		5	—	—	—	5
	2Q15		—		3	—	—	—	3
	3Q15		—		—	—	3	—	3
	4Q15		—		—	1	3	—	4
Total Year-end 2015			29		42	1	8	—	80
	2016		(3	)	3	4	9	—	13
	2017		(4	)	6	—	8	—	10
	2018		(5	)	2	6	5	—	8
	2019		(1	)	—	3	—	10	12
	2020		(7	)	—	13	—	—	6
	2021		(4	)	—	18	—	—	14
Total Year-end 2021			5		53	45	30	10	143
Notes:
Includes aircraft on firm order as well as 5 leased A320neo aircraft.
2017 reflects scheduled deliveries of 8 A320ceo and 10 A321ceo aircraft, net of 2 A320ceo and 2 A321ceo lease expirations.
Seat Configurations
	A319	145
	A320	178
	A321	218*
*A321s delivering in 2015 and beyond are expected to be configured with 219 seats.

Forward-Looking Statements

Statements in this release and certain oral statements made from time to time by representatives of the Company contain various forward-looking statements within the meaning Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events. When used in this release, the words “expects,” “estimates,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company's objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company's intentions and expectations regarding the delivery schedule of aircraft on order, guidance and estimates for the third quarter and full year 2014, including expectations regarding operating margin, capacity, CASM, CASM ex-fuel, fuel expense, economic fuel cost, expected unrealized mark-to-market gains or losses, capital expenditures and other working capital requirements, aircraft rent, depreciation and amortization, fuel hedges and tax rates. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company has no intent, nor undertakes any obligation, to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements are subject to a number of factors that could cause the Company's actual results to differ materially from the Company's expectations, including the competitive environment in the airline industry; the Company's ability to keep costs low; changes in fuel costs; the impact of worldwide economic conditions on customer travel behavior; the Company's ability to generate non-ticket revenues; and government regulation. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.