SecProbe.io

October 14, 2010
Mr. B. Ben Baldanza
President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Registration Statement on Form S-1 Filed September 17, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us with
mock-ups of any pages that in clude pictures or gr aphics to be pres ented.  Accompanying
captions, if any, should also be provided.  We may have comments after reviewing the materials.
 Summary, page 1

2. Please revise here and throughout to remove marketing language su ch as “experienced
management team,” “nimbly adjust our capac ity and routes,” “substantial experience
operating over water,” “fast growing with strong leisure and VFR demand,” “substantial
expertise,” “Disciplined and Tested Mana gement Team,” “proven market selection
process,” “broad knowledge ,” “clear and simple product offering,” and “strong
profitability .”

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 2

3. In addition, please revise to remove or state as your beliefs statements about your business and plans which are subjective and cannot be measured.  For example, on pages 4 and 86, you state that you “create a busine ss culture of innovati on, adaptive decision-
making and accountability.”  Pl ease provide us with the basis for the beliefs.
 Overview, page 1

4. Please provide support to us for your statem ent that your operating cost structure is
among the lowest in the Americas.

5. Please provide support to us  for your statements on pages 1 and 82 that you consume less
fuel per available seat mile than any other U.S. jet airline operator.

6. Please revise to disclose your net income (l oss) for your most recent audited period and
interim stub.

7. Please revise to disclose at an appropriate place in the summary that your agreement with
your flight attendants became amendable in Au gust 2007 and is currently in negotiation
and that your agreement with your dispatcher s becomes amendable in  July 2012, or tell
us why this information does not belong in the summary.

Our Strategy, page 4

8. Please revise your disclosure on pages 5 and 87 to remove the words “disciplined ramp
up” and “methodical” expansion  or to give better guidan ce about what those phrases
mean and describe how you plan to expa nd your network while reducing the risk of
overextension and undue exposure to market downt urns.  In this regard, we note that in
2008 you reduced your capacity in response to hi gh fuel prices and a decrease in demand
for air transportation due to an economic recession.
 Our History, page 6

9. Please remove sentences three to five from th e third paragraph of this section from the
summary.  You are offering shares of Sp irit Airlines, not interests in Indigo.

Summary Historical Financial and Operating Data, page 12

10. As proceeds of the offering will be used to repay certain indebtedness, please provide pro
forma earnings per share data (basic and dilute d) giving effect solely  to the payment of
debt with proceeds of the shares used for this purpose.  Please present this pro forma data
for the most recent fiscal year and interim peri od.  In addition, please also provide a note
that explains the basis of the computation of this pro forma information including how
much debt will be repaid, the amount of shares  with its estimated IPO price used for this

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 3

purpose, and the related pro forma weighted average shares outstanding.  Please revise
accordingly.

Risk Factors, page 18

11. Please revise the introductory paragraph to th is section to remove references to unknown
and immaterial risks.  All material risks s hould be described.  If risks are not deemed
material, they should not be referenced.

12. Refer to the first full risk f actor on page 30.  Please revise to name the sole supplier.

13. Please add a risk factor that your growth mi ght stimulate competitors in the ULCC field
who have access to a cheaper source of funds.
 Use of Proceeds, page 41

14. Please quantify the anticipated uses of the $150 million of proceeds which you will
retain, if possible.
 Management’s Discussion and Analysis, page 56

Overview, page 56

15. We note your disclosure in the first paragraph that you have been profitable in each of the
last three full years.  Please also disclose that you had a net loss for the six months ended
June 30, 2010.

Our Operating Revenues, page 57

16. Please disclose how you generate revenues from the acquisition and ongoing use of the
FREE SPIRIT credit cards.

Trends and Uncertainties Aff ecting our Business, page 60

Maintenance, page 61

17. Please revise to include trend informati on which quantifies the amount or range of
amounts of the expected increase in ma intenance expense as your fleet ages.
 Critical Accounting Policies and Estimates, page 61

18. Your disclosures here do not provide investors with any of the actual material
assumptions and judgments you made in arriving  at significant estimates included in your
financial statements, nor do they provide i nvestors with the abili ty to understand how

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 4

differing assumptions and judgments would impa ct your estimates.  For example, with
regard to your disclosure on maintenance reserves, it appears th e significant judgment
and uncertainty is the recove rability of amounts paid to lessors through future qualifying
maintenance activities.  However, your disc losure does not address how you made such
judgment or the key assumptions involved.  Please revise your critical accounting
policies to disclose the actual assumptions  and judgments, how those assumptions and
judgments have in the past or may in the fu ture change, and what effects any of those
changes may have on your financial statements.  In addition, as critical accounting estimates and assumptions are based on matters  that are highly uncer tain please also
analyze their specific sensitivity  to change with qualitative  and quantitative information,
as reasonably available.  Disclosure in this part of your filing should not simply repeat policy disclosure contained in the notes to your financial statements.  Refer to FR-72.
 Liquidity and Capital Resources, page 75

 Net Cash Flow From (Used In) Operating Activities, page 76

19. Please enhance your operating cash flow di sclosure by providing a more detailed
discussion and analysis of the material factors that impact the comparability of operating cash flows between comparative periods in terms of cash.  Your current discussion
includes factors that are record ed on an accrual basis and is not in terms of cash.  As you
use the indirect method, merely reciting change s in line items reported in the statement of
cash flows is not sufficient.  Refer to Section IV.B of FR-72 for guidance.

Net Cash Flow From (Used In) Investing Activities, page 76

20. We note from your disclosure on page 76 th at you classify expenditures for certain
engine repairs as investing cash outflows.   We also note from your maintenance
accounting policy on page F-10 that you acc ount for heavy maintenance under the
deferral method and present the amortization of  such deferred costs as a component of
depreciation and amortization in your statement of operations .  We believe expenditures
for engine maintenance are not an investme nt and should be presented in the operating
activities section of your stat ements of cash flows.  We note that overhaul costs are
normal recurring operating costs, rather than investment decisions or expenditures that significantly extend the life of the related asset beyond its current estim ated useful life.
In addition, although you defer the engine repair expenditures when incurred and
amortize them until the next planned overhaul, most other airlines expense these costs as
incurred and the treatment in the cash flow statement should not differ based on the accounting method chosen to account for such ex penditures.  Accordingly, please revise
your statements of cash flows to reflect engine repair payments as operating cash
outflows.  Also, your current treatment of these costs as depreciation, rather than
maintenance expense, results in presenta tion of a caption for maintenance expense on
your statement of operations which does not in clude all maintenance expense.  Therefore,

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 5

please revise your statements of  operations to reflect the am ortization of such costs as a
component of the maintenance expense caption.

Business, page 83

Our Business Model, page 83

21. Please revise the first sentence of this sect ion to remove the phrase “other successful”
unless the companies named will be offering guarantees for your securities.  Also we suggest removing the word “profitable” from th e last sentence in the first paragraph since
it suggests that you will always be profitable, something you do not know.

22. Please provide us with  support for your disclosure on page  84 that you offer the lowest
fares in your markets.

Competition, page 90

23. Please revise to remove the fourth paragr aph.  It attributes motivations to your
competitors which you cannot verify.

Marketing, page 91

24. Please advise as to whether the report on the Internet traffic on your website by
alexa.com is available for free or at a nominal cost.  If not, please file a consent as an
exhibit to your registration statement.   Refer to Rule 436 of Regulation C.
 Customer Service, page 93

25. We note your disclosure on page 93 that you believe excellent customer service
strengthens customer loyalty and attracts ne w customers and that you proactively aim to
improve your operations to improve customer  service.  We also note that you were
assessed a civil penalty for your procedures for bumping passengers from oversold flights
and your handling of lost or damaged baggage in 2009.  To the extent that these procedures are related to or affect customer  service, please disclose your violations of
DOT rules in this section.
 Government Regulation, page 97

International Regulation, page 97

26. We note your disclosure on page 2 that several countries in your targ eted growth markets
have historically restricted air travel comp etition and your disclosure on page 90 that the
decisions of your competitors to approve allian ces with flights into the restrictive markets

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 6

that you serve in the Americas could have an anti-competitive effect.  To the extent such
restrictions have a material  effect on your business, pleas e discuss in this section.
 Executive Compensation, page 108

27. We note that you have not included any disclosure in response to Item 402(s) of Regulation
S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

28. We note your disclosure on page 109 that you do not engage in “formal benchmarking,”
yet you state that your compensation levels should be competitive and that to determine
base salaries you consider factors such as “i nformal data [you] have gathered on market
compensation reflective of demonstrated skills,  behaviors, and attr ibutes paid by other
similarly situated companies in your industry for similar positions.”  Please revise this
apparent discrepancy and disclose the comp anies you have identified as being similarly
situated in your industry.  Please also di sclose the degree to which your compensation
committee considered such companies comparable to you.  Refer to Item 402(b)(2)(xiv) of
Regulation S-K.

Financial Statements, page F-1

Statements of Cash Flows, page F-5

29. It appears that certain of your debt obligations allow for the deferral of interest payments,
which is typically referred to as payment in kind (PIK). We note from your statements of
cash flows that you appropriately classify the deferral of interest (issuance of PIK debt)
as a non-cash adjustment to reconcile net in come (loss) to operating cash flows. Given
that the PIK obligations are, in substance, accruals for interest in curred but not yet paid,
please confirm to us that you plan to classify subsequent payments of deferred interest as
operating cash outflows. Refer to ASC 230- 10-45-17d and 28a for guidance. In addition,
to more plainly describe the non-cash adjust ing item, please consider captioning it as
“interest incurred but not paid” or similar.  Also, please revise your footnotes to describe
the terms of the payment in kind provisions  and the debt obligations to which they
pertain.

Notes to Financial Statements, page F-7

Note 1. Summary of Significant Accounting Policies, page F-7

Property and Equipment, page F-8

30. You state the estimated useful life of flight equipment is th e average remaining lease life
of the aircraft to which applicab le.  If correct, please revise to  state that the useful life is
the lesser of the useful life of  the equipment or the remaining lease life of the aircraft to
which applicable.

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 7

31. In accordance with the guidance in footnot e 68 of SAB 104 (SAB Topic 13), gains and
losses from the disposal of assets should be  reported separately within operating income
(loss) in the statement of operations.  Please revise accordingly.
 Passenger Revenue Recognition, page F-9

32. You state that the amount of travel credits expected to expi re is recognized as revenue
upon issuance of the credit.  Please tell us your basis in the accounting literature for your
policy and why you do not recognize this br eakage upon the date of expiration of the
credit.  In the alternative, please revise your accounting pol icy for breakage to recognize
such amounts upon expiration of credits.

Frequent Flier Program, page F-9

33. Please tell us and revise your policy to disclo se whether your liability for mileage credits
accumulated by customers through the purchase of travel includes miles in participants’
accounts who have not yet reached minimum le vels of mileage credits necessary for
awards.  We believe that estimated costs attri butable to partially earned rewards that are
expected to become fully earned and redeemed  should be accrued as the awards are being
earned, rather than upon b ecoming “fully” earned.

34. Please describe the types of costs included in the incremental cost of providing free travel.

35. Please revise to also disclose the portion of  each period’s miles sales that are recognized
immediately in non-ticket revenue at the time of sale.

36. Please expand your accounting policy to explain in  greater detail the criteria you use to
determine the amounts allocated to the transp ortation component that is deferred and the
excess of funds received that  is recognized immediately in non-ticket revenue.  In
addition, please disclose why you receive funds in excess of the estimated fair value of the transportation to be provided and why you be lieve the earnings process is complete.
 Non-ticket Revenue Recognition, page F-10

37. Please describe in plain Englis h “distribution channel fees” a nd “passenger usage fee” or
d