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): October 24, 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.

On October 24, 2018, Spirit Airlines, Inc. (the “Company” or “Spirit”) issued a press release announcing its unaudited financial results for the third quarter 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Non-GAAP financial measures that reflect adjustments from historical financial data prepared under GAAP, including adjustments for special items, are included in the press release as supplemental disclosures because the Company believes they are useful indicators of the Company's operating performance for comparative purposes. These non-GAAP financial measures are well recognized performance measurements in the airline industry that are frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. The non-GAAP financial measures provided have limitations as an analytical tool. Because of these limitations, non-GAAP financial measures should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The Company has also provided in the press release reconciliations of these non-GAAP financial measures to the appropriate GAAP financial measures.

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 October 24, 2018, the Company provided an update to investors regarding the Company's fourth quarter and full year 2018 guidance; a copy of which is attached hereto as Exhibit 99.2 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 may 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	Press Release regarding third quarter 2018 financial results.
99.2	Investor Update Regarding fourth quarter and full year 2018 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: October 24, 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	Press Release regarding third quarter 2018 financial results.
99.2	Investor Update Regarding fourth quarter and full year 2018 guidance.

EX-99.1

EXHIBIT 99.1

Spirit Airlines Reports Third Quarter 2018 Results

MIRAMAR, Fla., October 24, 2018 - Spirit Airlines, Inc. (NYSE: SAVE) today reported thirdquarter 2018 financial results.

• GAAP net income for the third quarter 2018 was $97.5 million ($1.42 per diluted share), or $100.5 million ($1.47 per diluted share)¹ excluding special items.

• GAAP operating margin for the third quarter2018 was 16.0 percent, or 16.1 percent excluding special items¹.

• Spirit ended the third quarter 2018 with unrestricted cash, cash equivalents, and short-term investments of $875.9 million.

“As our third quarter results show, we are beginning to realize the benefits of the investments we’ve made to improve our business. Our passenger revenue initiatives are allowing us to better optimize yields throughout the booking curve, our ancillary revenue initiatives continue to drive improved results, and we are consistently delivering operational reliability.  In fact, year-to-date, we are among the top airlines for on-time performance as measured by the D.O.T.,” said Robert Fornaro, Spirit’s Chief Executive Officer.  “In addition, over the last three years we have diversified our network, increased density in several key markets to allow for increased connectivity, and culled many of our underperforming routes.  We are just beginning to reap the benefit of all these changes and are excited about the potential to leverage them further.”

“Consistently delivering operational reliability is just the beginning in our quest to improve the overall guest experience.  We’ve invested in Spirit Signature Service training for our flight attendants, airport personnel, and other team members, we’ve made enhancements at our airports to lessen queue times, we’ve broadened and diversified our network, and we are adding guest amenities such as the option for inflight Wi-Fi.  These, and more, are part of our Invest in the Guest pledge.  Improving our Guests’ experience, together with our initiatives to drive revenue and our continued determination to maintain our industry-leading low-cost structure, positions us well to deliver strong returns for our shareholders," said Ted Christie, Spirit's President.

Revenue Performance

For the third quarter 2018, Spirit's total operating revenue was $904.3 million, an increase of 31.6 percent compared to the third quarter 2017, driven by a 24.6 percent increase in passenger segments and a 3.0 percent increase in operating yields.

Total operating revenue per available seat mile ("TRASM") for the thirdquarter2018increased5.5 percent compared to the same period last year. During the third quarter 2018, the Company's results benefited from its strategic network re-orientation, improved yield management processes, non-ticket revenue initiatives, and a strong operating environment.

On a per passenger flight segment basis, total revenue for the third quarter 2018 increased 5.6 percent year over year to $115.11 with fare revenue per passenger flight segment increasing 7.6 percent to $60.67 and non-ticket revenue per passenger flight segment increasing 3.5 percent to $54.44².

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Cost Performance

For the third quarter2018, total GAAP operating expenses, increased30.1 percent year over year to $759.2 million. Adjusted operating expenses for the third quarter 2018 increased 32.0 percent year over year to $758.8 million³. These changes were primarily driven by increases in flight volume, fuel rates, and salaries, wages and benefits.

Aircraft fuel expense increased in the third quarter 2018 by 63.5 percent year over year, largely due to a 34.9 percent increase in the cost of fuel per gallon. Economic fuel cost per gallon in the third quarter 2018 was $2.36 compared to $1.75 for the same period last year.

Spirit reported third quarter 2018 cost per available seat mile ("ASM"), excluding special items and fuel (“Adjusted CASM ex-fuel”), of 5.22 cents³, a decrease of 3.7 percent compared to the same period last year, primarily driven by lower aircraft rent per ASM and better operational performance, partially offset by higher salaries, wages and benefits per ASM.

“Network optimization and improved yield management combined with the team's continued focus to drive ex-fuel costs down, produced an operating margin excluding special items for the third quarter 2018 of 16.1 percent, about flat year over year, despite a significant increase in the cost of fuel and higher pilot rates in connection with our new pilot agreement approved in the first quarter 2018,” said Ted Christie, Spirit's President.

Fleet

Spirit took delivery of two new A320ceo aircraft during the third quarter 2018, ending the quarter with 121 aircraft in its fleet.

New Routes

Asheville - Tampa (09/06/2018)

Houston - San Salvador, El Salvador (09/06/2018)

Newark - Atlanta (09/06/2018)

Greensboro - Tampa (09/06/2018)

Greensboro - Fort Lauderdale (09/06/2018)

Asheville - Fort Lauderdale (09/07/2018)

Asheville - Orlando (09/07/2018)

Houston - Guatemala City, Guatemala (09/07/2018)

Greensboro - Orlando (09/07/2018)

Conference Call/Webcast Detail

Spirit will conduct a conference call to discuss these results tomorrow, October 25, 2018, at 9:30 a.m. ET. A live audio webcast of the conference call will be available to the public on a listen-only basis at http://ir.spirit.com. An archive of the webcast will be available under Webcasts & Presentations for 60 days.

About Spirit Airlines:

Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky while providing an exceptional Guest experience.  We are the leader in providing customizable travel options starting with an unbundled fare.  This allows every Guest to pay only for the options they choose - like bags, seat assignments, and refreshments - something we call Á La Smarte.  We make it possible for our Guests to venture further, travel more often, and discover more than ever before.  Our Fit Fleet® is one of the youngest and most fuel-efficient in the U.S.  We operate more than 500 daily flights to 69 destinations in the U.S., Latin America, and the Caribbean, and are dedicated to giving back and improving the communities we serve.  Come save with us at www.spirit.com.  At Spirit Airlines, we go.  We go for you.

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Investors are encouraged to read the Company's periodic and current reports filed with or furnished to the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, for additional information regarding the Company.

End Notes

(1) See "Reconciliation of Adjusted Net Income, Adjusted Pre-tax Income, and Adjusted Operating Income to GAAP Net Income" table below for more details.

(2) See "Calculation of Total Non-ticket Revenue per Passenger Segment" table below for more details.

(3) See "Reconciliation of Adjusted Operating Expense to GAAP Operating Expense" table below for more details.

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. 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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SPIRIT AIRLINES, INC.

Condensed Statement of Operations

(unaudited, in thousands, except per share data)

	Three Months Ended								Nine Months Ended
	September 30,						Percent		September 30,						Percent
	2018			2017			Change		2018			2017			Change
Operating revenues:
Passenger	$	887,956		$	669,072		32.7		$	2,413,447		$	1,922,239		25.6
Other	16,374			18,155			(9.8	)	46,792			55,130			(15.1	)
Total operating revenues	904,330			687,227			31.6		2,460,239			1,977,369			24.4
Operating expenses:
Aircraft fuel	258,818			158,300			63.5		709,644			440,376			61.1
Salaries, wages and benefits	185,043			134,114			38.0		527,895			391,144			35.0
Aircraft rent	42,682			53,396			(20.1	)	134,618			163,032			(17.4	)
Landing fees and other rents	54,542			48,498			12.5		162,774			134,538			21.0
Depreciation and amortization	43,773			36,840			18.8		128,764			103,680			24.2
Maintenance, materials and repairs	37,778			26,176			44.3		99,141			81,473			21.7
Distribution	37,868			29,695			27.5		103,496			85,302			21.3
Special charges (credits)	(686		)	7,853			nm		88,656			12,629			nm
Loss on disposal of assets	1,069			516			nm		6,561			3,114			nm
Other operating	98,318			87,965			11.8		283,841			268,553			5.7
Total operating expenses	759,205			583,353			30.1		2,245,390			1,683,841			33.3
Operating income	145,125			103,874			39.7		214,849			293,528			(26.8	)
Other (income) expense:
Interest expense	21,925			15,018			46.0		60,272			41,237			46.2
Capitalized interest	(2,657		)	(3,203		)	(17.0	)	(7,205		)	(10,125		)	(28.8	)
Interest income	(4,776		)	(2,605		)	83.3		(13,272		)	(5,746		)	131.0
Other expense	302			114			nm		623			221			nm
Special charges, non-operating	1,744			—			nm		90,357			—			nm
Total other (income) expense	16,538			9,324			77.4		130,775			25,587			411.1
Income before income taxes	128,587			94,550			36.0		84,074			267,941			(68.6	)
Provision for income taxes	31,107			34,506			(9.9	)	20,262			99,395			(79.6	)
Net income	$	97,480		$	60,044		62.3		$	63,812		$	168,546		(62.1	)
Basic earnings per share	$	1.43		$	0.87		64.4		$	0.94		$	2.43		(61.3	)
Diluted earnings per share	$	1.42		$	0.86		65.1		$	0.93		$	2.42		(61.6	)
Weighted average shares, basic	68,254			69,370			(1.6	)	68,243			69,363			(1.6	)
Weighted average shares, diluted	68,503			69,458			(1.4	)	68,346			69,537			(1.7	)

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SPIRIT AIRLINES, INC.

Condensed Statements of Comprehensive Income

(unaudited, in thousands)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2018			2017		2018		2017
Net income	$	97,480		$	60,044	$	63,812	$	168,546
Unrealized gain (loss) on short-term investment securities, net of deferred taxes of $(5), $7, $21 and ($6)	(7		)	13		70		(11		)
Interest rate derivative loss reclassified into earnings, net of taxes of $27, $31, $66 and $92	52			53		172		160
Other comprehensive income	$	45		$	66	$	242	$	149
Comprehensive income	$	97,525		$	60,110	$	64,054	$	168,695

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SPIRIT AIRLINES, INC.

Selected Operating Statistics (unaudited)

	Three Months Ended September 30,
Operating Statistics	2018	2017	Change
Available seat miles (ASMs) (thousands)	9,579,448	7,681,312	24.7	%
Revenue passenger miles (RPMs) (thousands)	8,241,771	6,452,529	27.7	%
Load factor (%)	86.0	84.0	2.0	pts
Passenger flight segments (thousands)	7,856	6,307	24.6	%
Block hours	136,723	112,701	21.3	%
Departures	50,386	42,599	18.3	%
Total operating revenue per ASM (TRASM) (cents)	9.44	8.95	5.5	%
Average yield (cents)	10.97	10.65	3.0	%
Fare revenue per passenger flight segment ($)	60.67	56.38	7.6	%
Non-ticket revenue per passenger flight segment ($)	54.44	52.58	3.5	%
Total revenue per passenger flight segment ($)	115.11	108.96	5.6	%
CASM (cents)	7.93	7.59	4.5	%
Adjusted CASM (cents) (1)	7.92	7.49	5.7	%
Adjusted CASM ex-fuel (cents) (2)	5.22	5.42	(3.7	)%
Fuel gallons consumed (thousands)	109,515	90,274	21.3	%
Average economic fuel cost per gallon ($)	2.36	1.75	34.9	%
Aircraft at end of period	121	107	13.1	%
Average daily aircraft utilization (hours)	12.4	11.6	6.9	%
Average stage length (miles)	1,033	1,006	2.7	%

	Nine Months Ended September 30,
Operating Statistics	2018	2017	Change
Available seat miles (ASMs) (thousands)	27,504,053	21,851,789	25.9	%
Revenue passenger miles (RPMs) (thousands)	23,016,417	18,285,588	25.9	%
Load factor (%)	83.7	83.7	—
Passenger flight segments (thousands)	21,947	18,083	21.4	%
Block hours	396,034	326,033	21.5	%
Departures	144,772	123,492	17.2	%
Total operating revenue per ASM (TRASM) (cents)	8.95	9.05	(1.1	)%
Average yield (cents)	10.69	10.81	(1.1	)%
Fare revenue per passenger flight segment ($)	57.36	56.74	1.1	%
Non-ticket revenue per passenger flight segment ($)	54.74	52.61	4.0	%
Total revenue per passenger flight segment ($)	112.10	109.35	2.5	%
CASM (cents)	8.16	7.71	5.8	%
Adjusted CASM (cents) (1)	7.82	7.63	2.5	%
Adjusted CASM ex-fuel (cents) (2)	5.24	5.62	(6.8	)%
Fuel gallons consumed (thousands)	310,661	254,871	21.9	%
Average economic fuel cost per gallon ($)	2.28	1.73	31.8	%
Average daily aircraft utilization (hours)	12.3	11.7	5.1	%
Average stage length (miles)	1,037	991	4.6	%

(1) Excludes operating special items.

(2) Excludes economic fuel expense and operating special items.

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The Company is providing a reconciliation of GAAP financial information to non-GAAP financial information as it believes that non-GAAP financial measures provide management and investors the ability to measure the performance of the Company on a consistent basis. These non-GAAP financial measures have limitations as analytical tools. Because of these limitations, determinations of the Company's operating performance excluding unrealized gains and losses or special items should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

Calculation of Total Non-Ticket Revenue per Passenger Segment

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per segment data)	2018		2017		2018		2017
Operating revenues
Fare	$	476,660	$	355,593	$	1,258,904	$	1,026,071
Non-fare	411,296		313,479		1,154,543		896,168
Total passenger revenues	887,956		669,072		2,413,447		1,922,239
Other revenues	16,374		18,155		46,792		55,130
Total operating revenues	$	904,330	$	687,227	$	2,460,239	$	1,977,369
Non-ticket revenues (1)	$	427,670	$	331,634	$	1,201,335	$	951,298
Passenger segments	7,856		6,307		21,947		18,083
Non-ticket revenue per passenger segment ($)	$	54.44	$	52.58	$	54.74	$	52.61

(1) Non-ticket revenues equals the sum of non-fare passenger revenues and other revenues.

Special Items

(unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in thousands)	2018			2017		2018		2017
Operating special items include the following:
Loss on disposal of assets	1,069			516		6,561		3,114
Operating special charges (credits) (1)	(686		)	7,853		88,656		12,629
Total operating special items	$	383		$	8,369	$	95,217	$	15,743
Non-operating special items include the following:
Non-operating special charges (2)	1,744			—		90,357		$	—
Total non-operating special items	$	1,744		$	—	$	90,357	$	—
Total special items	$	2,127		$	8,369	$	185,574	$	15,743

(1) Operating special charges for 2018 include amounts primarily due to a one-time ratification incentive recognized in connection with a new pilot agreement approved in the first quarter 2018.  Operating special charges for 2017 are related to engine and aircraft lease termination costs.

(2) Non-operating special charges in 2018 are related to the purchase of 14 A319 aircraft, previously operated by the Company under operating leases. Upon execution of the purchase agreement, the lease agreements associated with these aircraft were classified as capital leases on the balance sheet at lower of cost or fair value.  The difference between the resulting capital lease obligation and the purchase price was accreted as interest expense in special charges, non-operating in the statement of operations, through the closing of each individual purchase.  All the transactions were completed prior to June 30, 2018.

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Reconciliation of Adjusted Operating Expense to GAAP Operating Expense

(unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except CASM data in cents)	2018		2017		2018		2017
Total operating expenses, as reported	$	759,205	$	583,353	$	2,245,390	$	1,683,841
Less operating special items	383		8,369		95,217		15,743
Adjusted operating expenses, non-GAAP (1)	758,822		574,984		2,150,173		1,668,098
Less: Economic fuel expense	258,818		158,300		709,644		440,376
Adjusted operating expenses excluding fuel, non-GAAP (2)	$	500,004	$	416,684	$	1,440,529	$	1,227,722
Available seat miles	9,579,448		7,681,312		27,504,053		21,851,789
CASM (cents)	7.93		7.59		8.16		7.71
Adjusted CASM (cents) (1)	7.92		7.49		7.82		7.63
Adjusted CASM ex-fuel (cents) (2)	5.22		5.42		5.24		5.62

(1) Excludes operating special items.

(2) Excludes operating special items and economic fuel expense.

Reconciliation of Adjusted Net Income, Adjusted Pre-Tax Income, and Adjusted Operating Income to GAAP Net Income

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands, except per share data)	2018			2017			2018			2017
Net income, as reported	$	97,480		$	60,044		$	63,812		$	168,546
Add: Provision (benefit) for income taxes	31,107			34,506			20,262			99,395
Income (loss) before income taxes, as reported	128,587			94,550			84,074			267,941
Pre-tax margin	14.2		%	13.8		%	3.4		%	13.6		%
Add special items (1)	$	2,127		$	8,369		$	185,574		$	15,743
Adjusted income before income taxes, non-GAAP (2)	130,714			102,919			269,648			283,684
Adjusted pre-tax margin, non-GAAP (2)	14.5		%	15.0		%	11.0		%	14.3		%
Add: Total other (income) expense (3)	14,794			9,324			40,418			25,587
Adjusted operating income, non-GAAP (4)	145,508			112,243			310,066			309,271
Adjusted operating margin, non-GAAP (4)	16.1		%	16.3		%	12.6		%	15.6		%
Provision for income taxes	30,169			37,560			63,426			$	105,256
Adjusted net income, non-GAAP (2)	$	100,545		$	65,359		$	206,222		$	178,428
Weighted average shares, diluted	68,503			69,458			68,346			69,537
Adjusted net income per share, diluted (2)	$1.47			$0.94			$3.02			$2.57
Total operating revenues	$	904,330		$	687,227		$	2,460,239		$	1,977,369

(1) See "Special Items" for more details.

(2) Excludes operating and non-operating special items.

(3) Excludes non-operating special items.

(4) Excludes operating special items.

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The Company tracks a non-GAAP calculation of Return on Invested Capital ("ROIC"), as a way of measuring our efficiency in delivering returns and in allocating capital. We calculate ROIC as Adjusted Operating Income (non-GAAP), divided by Total Invested Capital (non-GAAP), on a pre-tax and after-tax basis, expressed as a percentage.

Because a substantial portion of our aircraft fleet is held under operating leases, which do not appear on the balance sheet, a GAAP-based calculation of our total capital deployed may be considered understated (which would have the effect of overstating ROIC, if calculated solely using GAAP line items). Accordingly, we adjust our total capital, the denominator of the ROIC measurement, by capitalizing operating leases at a multiple of seven times our aircraft rent expense, a measure used commonly in the airline industry and by analysts.

To calculate Adjusted Operating Income (non-GAAP), we add back aircraft rent to GAAP operating income, consistent with the adjustment to total capital discussed above. In order to remove the effects of non-recurring gains and losses that may affect GAAP operating income, we also exclude special items from Adjusted Operating Income (non-GAAP). We present Adjusted Operating Income (non-GAAP) on a pre-tax basis and present Adjusted Operating Income (non-GAAP) on an after-tax basis, using our year-to-date 2018 non-GAAP effective tax rate.

Calculation of Return on Invested Capital, non-GAAP

(unaudited)

	Twelve Months Ended
(in thousands)	September 30, 2018
Operating income, as reported	$	306,146
Add operating special items (1)	92,185
Adjustment for aircraft rent	181,523
Adjusted operating income, non-GAAP	579,854
Tax rate, non-GAAP (23.52%) (2)	136,382
Adjusted operating income, after-tax, non-GAAP	$	443,472
Invested capital:
Adjusted total debt	$	1,921,766
Book equity	1,833,782
Less: Unrestricted cash, cash equivalents & short-term investments	875,911
Add: Capitalized aircraft operating leases (7x Aircraft Rent)	1,270,661
Total invested capital, non-GAAP	$	4,150,298
Return on invested capital (ROIC), pre-tax, non-GAAP	14.0		%
Return on invested capital (ROIC), after-tax, non-GAAP	10.7		%

(1) See "Special Items" for more details.

(2) Due to the significant impact the Tax Cuts and Jobs Act legislation enacted in December 2017 had on corporate tax rate, the Company uses the YTD 2018 Non-GAAP tax rate to calculate ROIC, after-tax.

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EX-99.2

Exhibit 99.2

Investor Update

October 24, 2018

This investor update provides Spirit's fourth quarter and full year 2018 guidance. All data is based on preliminary estimates.

The Company’s fourth quarter capacity guidance reflects a higher than previously assumed completion factor.  In addition, the Company has experienced a several month delay in Wi-Fi installations due to supply chain issues; as such, the Company added these aircraft to its schedule on peak days during the quarter.

For the fourth quarter 2018, Spirit estimates its cost per available seat mile excluding fuel (CASM ex-fuel) will be up 5 to 6 percent year over year.  In addition to a challenging year over year comparison (CASM ex-fuel for the same period last year was down 4.4 percent), the Company has yet to lap pressure from higher pilot rates in connection with the new pilot deal ratified earlier this year.

For the full year 2018, the Company remains on track to deliver CASM ex-fuel of down 3.5 to 4.0 percent year over year.

		4Q18E
Capacity - Available Seat Miles (ASMs)
Year-over-Year % Change	15.0%
Total Revenue per ASM (TRASM) (Cents)
Year-over-Year % Change	Up approx. 6%
Adjusted Operating Expense Ex-Fuel per ASM
Adjusted CASM ex-fuel year-over-year % change(1)	Up 5% to 6%
Average Stage Length (Miles)		1,026
Fuel Expense
Fuel gallons (Millions)		100.2
Economic fuel cost per gallon ($)(2)		$2.46
Interest Expense, net of Capitalized Interest ($Millions)		$14.0
Effective Tax Rate		24%
Wtd. Average Diluted Share Count (Millions)		68.5

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Full Year 2018 Guidance
	Full Year 2018E
Estimated Cash Tax Rate(3)		~0%
Capital Expenditures ($Millions)
Aircraft capital commitments, net of pre-delivery deposits:(4)		$669
Other capital expenditures(5)		$150
Pre-delivery deposits paid in current year for flight equipment		$190
Total capital expenditures		$1,009
Anticipated proceeds from issuance of long-term debt ($Millions)		$697
Other Working Capital Requirements ($Millions)
Payments for heavy maintenance events(6)		$187
Pre-paid maintenance deposits, net of reimbursements		$8

Footnotes

(1)	Excludes special items which may include loss on disposal of assets, special charges, and other items.
(2)	Includes fuel taxes and into-plane fuel cost.
(3)	Spirit's cash tax rate differs from its effective tax rate primarily due to the benefit related to bonus depreciation on the acquisition of purchased aircraft.
(4)	Includes amounts related to 14 of the aircraft delivered, or scheduled to be delivered in 2018, net of $177 million funded as pre-delivery deposits for these aircraft.
(5)	Includes the purchase of nine spare engines.
(6)	Payments for heavy maintenance events are recorded as "Deferred heavy maintenance" within "Changes in operating assets and liabilities" on the Company's cash flow statement.

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Spirit Airlines, Inc.
		Aircraft Delivery Schedule (net of Scheduled Retirements) as of October 24, 2018
			A319		A320 CEO	A320 NEO	A321 CEO	Total
Total Year-end 2017			31		51	5	25	112
	1Q18		—		1	—	5	6
	2Q18		—		1	—	—	1
	3Q18		—		2	—	—	2
	4Q18		—		5	3	—	8
Total Year-end 2018			31		60	8	30	129
	1Q19		—		1	4	—	5
	2Q19		—		1	—	—	1
	3Q19		—		—	3	—	3
	4Q19		—		—	6	—	6
Total Year-end 2019			31		62	21	30	144
	2020		—		—	16	—	16
	2021		(1	)	—	18	—	17
Total Year-end 2021			30		62	55	30	177
Seat Configurations
	A319	145
	A320	182
	A321	228

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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 2018, 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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