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): January 16, 2018

____________________

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))

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure.

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.

On January 16, 2018, the Company provided an update to investors regarding the Company's fourth quarter and full year 2017 guidance; 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.

On January 16, 2018, Spirit Airlines, Inc. reported certain operating and traffic statistics for December 2017, a copy of which report is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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

Exhibit No.	Description
99.1	Investor Update regarding fourth quarter and full year 2017 guidance.
99.2	December 2017 Traffic Results

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: January 16, 2018	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 fourth quarter and full year 2017 guidance.
99.2	December 2017 Traffic Results.

EX-99.1

Exhibit 99.1

Investor Update

January 16, 2018

This investor update provides Spirit's fourth quarter and full year 2017 guidance. All data is based on preliminary estimates.

Total revenue per available seat mile for the fourth quarter 2017 is estimated to be down approximately 2 percent year over year.  This is better than our previous guidance range of down 4 to 6 percent primarily due to better-than-expected yields during the peak holiday periods.

Adjusted cost per available seat mile ex-fuel for the fourth quarter 2017 is expected to be down approximately 4 percent year over year.

The Company expects to record a credit, or reduction, to income tax expense in fourth quarter 2017 of approximately $200 million due to tax reform legislation as a result of the difference between rates in effect when income tax expense was accrued, and the rates expected to be in effect when the income taxes will in fact be paid. This estimated impact is a non-cash item for fourth quarter 2017 and is expected to be treated as a special item.  For the purposes of calculating non-GAAP Earnings per Share, for the fourth quarter and full year 2017 we plan to apply a tax rate of 37 percent. For 2018, we estimate our effective tax rate will be approximately 24 percent, however, we anticipate our cash tax rate will be approximately zero.

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		4Q17E
Capacity - Available Seat Miles (ASMs)
Year-over-Year % Change		17.6%
Total Revenue per ASM (TRASM)
Year-over-Year % Change	Down approx. 2%
Adjusted Operating Expense Ex-Fuel per ASM
Adjusted CASM ex-fuel year-over-year % change(1)	Down approx. 4%
Average Stage Length (miles)		1,023
Fuel Expense
Fuel gallons (millions)		88.8
Economic fuel cost per gallon ($)(2)		$1.97
Selected Operating Expenses ($Millions)
Aircraft rent		$41.3
Depreciation and amortization		$36.5
Interest Expense, net of Capitalized Interest ($Millions)
Interest expense		$16.1
Capitalized interest		$(3.7)
Interest Income		$(3.0)
Interest expense, net		$9.4
Effective Tax Rate applied for purposes of calculating non-GAAP EPS		37%
Wtd. Average Diluted Share Count (Millions)		68.9

Weighted average diluted shares for the full year 2017 is estimated to be 69.4 million.

Footnotes

(1)	Excludes all components of fuel expense, loss on disposal of assets, and special items.
(2)	Includes fuel taxes and into-plane fuel cost.

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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 of Section 27A of the Securities Act of 1933, as amended (the Securities Act), 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 facts 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,” “potential,” and similar expressions intended to identify 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 fourth quarter and full year 2017, including expectations regarding the delivery schedule of aircraft on order, announced new service routes, revenues, TRASM, cost of operations, 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. 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. Furthermore, such forward-looking statements speak only as of the date of this release. 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. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. References in this report to “Spirit,” “we,” “us,” “our,” or the “Company” shall mean Spirit Airlines, Inc., unless the context indicates otherwise. Additional information concerning certain 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, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

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EX-99.2

Exhibit 99.2

Spirit Airlines Reports December2017 Traffic

MIRAMAR, Fla.,(January 16, 2018) - Spirit Airlines (NYSE: SAVE) today reported its preliminary traffic results for December2017.

Traffic (revenue passenger miles) in December2017 increased 14.8 percent versus December2016 on a capacity (available seat miles) increase of 14.7 percent. Load factor for December2017 was 80.4 percent, an increase of 0.1 percentage points compared to December2016.

Preliminary Traffic Results

	December 2017		December 2016		Change
Revenue passenger miles (RPMs) (000)	2,142,124		1,865,536		14.8	%
Available seat miles (ASMs) (000)	2,664,031		2,322,528		14.7	%
Load factor	80.4	%	80.3	%	0.1 pts
Passenger flight segments	2,052,023		1,857,612		10.5	%
Average stage length (miles)	1,037		986		5.2	%
Total departures	14,199		13,312		6.7	%
	YTD 2017		YTD 2016		Change
Revenue passenger miles (RPMs) (000)	24,605,512		21,581,611		14.0	%
Available seat miles (ASMs) (000)	29,592,819		25,494,645		16.1	%
Load factor	83.1	%	84.7	%	(1.6) pts
Passenger flight segments	24,183,070		21,618,039		11.9	%
Average stage length (miles)	999		979		2.0	%
Total departures	165,449		149,514		10.7	%

Preliminary Operational Performance

	December 2017
On-Time Performance1	80.4	%
Systemwide Completion Factor	98.7	%

¹As defined by the Department of Transportation

About Spirit Airlines:

Spirit Airlines (NYSE: SAVE) is committed to offering the lowest total price to the places we fly, on average much lower than other airlines. Our customers start with an unbundled, stripped-down Bare Fare™ and get Frill Control™ which allows them to pay only for the options they choose - like bags, seat assignments and refreshments - the things other airlines bake right into their ticket prices. We help people save money and travel more often, create new jobs and stimulate business growth in the communities we serve. With our Fit Fleet™, the youngest fleet of any major U.S. airline, we operate more than 450 daily flights to 60 destinations in the U.S., Latin America and the Caribbean. Come save with us atwww.spirit.com.

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