SecProbe.io

November 9, 2010
B. Ben Baldanza
President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed October 28, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated October 14, 2010
and have the following additional comments.  All page numbers below correspond to the marked version of your filing.

Management’s Discussion and Analysis, page 56

 Trends and Uncertainties Aff ecting our Business, page 60

 Maintenance, page 61

1. We note your response to our prior comment 17.  Subject to your response to other
comments included in this letter, please revise to  disclose either (a) that the amount of the
increase in total maintenance costs and such co st as a percentage of revenue is subject to
many variables such as future utilization ra tes, average stage length, the size and makeup
of the fleet in future periods, and the level of unscheduled maintenance events and their
actual costs and that you cannot reliably quantify this trend for any significant period in
the future or (b) trend information which quantifies the amount or  range of amounts of
the expected increase in maintena nce expense as your fleet ages.
 Critical Accounting Policies, page 61

2. We note your response to our prior comment 18 and the expanded disclosure related to
non-ticket revenues, frequent f lier program and supplemental aircraft rent.  Please further
revise your critical ac counting policies to specify the ac tual assumptions or judgments
made and disclose how differing assumpti ons would impact your estimates.  For
example, disclose the actual assumptions that  are made in determining the frequent flier
incremental cost accrual and how those assumptions and judgments have in the past or
may in the future change, and what eff ects any of those changes may have on your
financial statements.  Your disclosures here  should provide invest ors with the actual

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 2

material assumptions and judgments you ma de in arriving at significant estimates
included in your financial statements and provi de investors with the ability to understand
how differing assumptions and judgments would impact your estimates.  Refer to FR-72.
 Liquidity and Capital Resources, page 75

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

3. We note your response to our prior comment 20 but we do not believe it is adequately
responsive to our comment.  You state that your deferred maintenance costs are long-lived productive assets but you do not provi de any substantiation to support your
position.  In this regard, paragraph 4.76 of  the AICPA Audit and Accounting Guide for
Airlines states that maintenance activities do not represent separately identifiable assets
or property units in and of them selves, rather they serve only  to restore assets to their
original operating condition.  Further, it is impor tant to note that the deferral method of
recognizing maintenance expense, which was permitted but not preferred by AcSEC, is
simply an expense deferral model rather than a capital asset model.  Therefore, we do not
believe that selection of an expense deferral model should re sult in the view that such
maintenance activities are long-lived producti ve assets.  Further, you state that many
participants in the transporta tion industry classify such co sts similarly to you.  However,
based upon a review of the accounting by public  companies listed by you as competitors
in response to our prior comment four, it appear s that the substantial majority (if not all)
of them expense maintenance as incurred a nd classify the related cash outflows as
operating activities.  As these entities are your closest competitor s, we believe that
investors would be best served by providi ng comparability of your cash flows to them
rather than unnamed participants in the broader transportation industry which you say
classify costs “similarly”.  Please reclassify  your statements of cash flows to reflect
maintenance expenditures as operating cash outflows and recl assify your statement of
operations to reflect the amortization of such costs as a component of the maintenance expense caption.
 Notes to Financial Statements, page F-7

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

 Passenger Revenue Recognition, page F-9

4. We note your response to our prior comment 32.  Your accounting policy results in you
recognizing certain revenue earlie r (upon issuance of the credit in  advance of the date of
scheduled travel) than you ot herwise would (upon the schedu led date of travel) even
though the instances in which this occurs are those in which your customers took a
proactive step and paid additional consideration for the express purpose of preventing the value of their tickets from expiring upon the originally scheduled travel date.  Please
explain to us why you believe this is appropriate.  In a ddition, the paragraphs of the

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 3

AICPA Audit and Accounting Guide for Air lines you referenced in support of your
accounting policy do not state that revenue br eakage can be recognized at the date the
travel credit is issued, but rather at the departure date at the ea rliest (and only when
certain conditions are met) and that the reco mmended date for recognition of breakage is
on the date of expiration.  Therefore, we  continue to believe you should revise your
policy for recognition of breakage.  To th e extent you do not re vise your accounting
policy for breakage to recognize such amounts upon expiration of credits, please provide
us with a copy of the company-specific histor ical information that you used to estimate
breakage on travel credits, referred to in your response, for all periods presented in your
filing and revise your accounting policy and ac counting to recognize br eakage for credits
no earlier than the scheduled depa rture date.  Please also revi se your disclosure to address
recognition of the non-break age portion of credits.
 Note 13. Leases, page F-23

5. We note your response to our prior comment 41 regarding your policy for evaluating the
recoverability of non-refundable maintenance reserves paid to  lessors.  In your revised
disclosure, you state that the amount of maintenance reserves that will not be recoverable
through future maintenance events can genera lly be estimated only near the end of the
lease term.  You further state that you expe nse maintenance reserves when you determine
that you will not recover them.  In addition, in your response to our prior comment 17, you state that the amount of the future increas e in maintenance costs is subject to many
variables and, accordingly, you cannot reliably quantify the trend in future maintenance costs for any significant period into the future.

Based on the above, it appears that you expe nse maintenance reserv es only near the end
of the lease term when you conclude it is pr obable that they will not be recovered rather
than making the required, periodic, affirmative conclusion at each bala nce sheet date that
all maintenance reserves are probable of r ecovery and immediatel y writing-off amounts
for which such conclusion cannot be made.

ASC 840-10-25-39A and 35-9A requi re evaluation of whether it is probable that reserves
will be returned (i.e., used for qualifying maintenance) at both lease inception and periodically thereafter.  At lease inception, this requires a comparison of total expected
maintenance reserve payments over the lease term to total expected qualifying maintenance costs over the lease term.  Estim ating total expected maintenance reserve
payments involves estimating total flight hours (or other use measure,  such as landings)
over the lease term, since payments are ba sed on usage.  Estimating total expected
qualifying maintenance costs involves esti mating the total number of qualifying
maintenance events and the cost of such ev ents over the lease term.  These estimates
involve a high degree of judgment and minor  changes in assumptions may have a
material impact on estimates.

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 4

If at lease inception it is determined that th e lease requires excess reserves that are not
expected to be returned, such excess am ounts are not accounted for as maintenance
deposits but rather as lease payments.  Because this portion of the payments is essentially rent, but is not fixed and determinable becau se it is based on use of the aircraft, it is
accounted for as contingent rent (expensed each month as flight hours are incurred).
 Throughout the term of the lease, the lessee must continue to evaluate whether it is
probable that reserves will be refunded for qua lifying maintenance.  If it is not probable
that all reserves will be refunded, the expect ed unused excess amount must be expensed
immediately.  Therefore, we believe you should reasse ss your accounting for maintenance reserve
payments and tell us, based on information av ailable at the time, the extent to which you
were able to conclude that all such capitalized amounts we re probable of recovery for
each interim and annual period beginning in  your fiscal year 2009.  If you could not
conclude all such capitalized amounts were probable of recovery, we believe you should
expense those amounts in the earliest pe riod of evaluation in which you could not
conclude recovery was proba ble.  In addition, you s hould then reconsider your
accounting for remaining future maintenance re serve payments under the associated lease
and bifurcate such payments between the portion that is expected to be returned (deposit
accounting) and that which is not (rent expense).
 After completing your reassessment of your accounting and providing us the results, please also revise your disclosure to conf orm your accounting policy to the applicable
literature and to provide the following:

• State that an evaluation of the recoverability of  non-refundable maintenance
reserves was performed at each balance sheet date;
• State that it is probable that reserves will be returned and used for qualifying
maintenance;
• Disclose actual significant estimates and assumptions involved in
recoverability assessments at lease inception and in subsequent annual
periods; and
• Quantify amount of maintenance deposits  recognized as contingent rent
because they were less than probable of being returned.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

B. Ben Baldanza Spirit Airlines, Inc. November  9, 2010 Page 5

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Patrick Kuhn at (202) 551-3308 or Lynwood Shenk at (202) 551-3305
if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski at (202) 551- 3666 or me at (202) 551-3750 with any other
questions.

Sincerely,

Max A. Webb Assistant Director
cc: Via facsimile: (650) 463-2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP