SecProbe.io

December 23, 2010
B. Ben Baldanza President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed November 18, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated
November 9, 2010 and have the following additi onal comments.  All page numbers below
correspond to the marked version of your filing.

Summary, page 1

 Overview, page 1

1. Please revise to include your ne t income for the last fiscal year, most recent interim stub
and the net income for the nine month period absent the release of the valuation allowance and rela ted tax benefit.

2010 Recapitalization, page 7

2. Please revise your disclosure regarding your  tax receivable agreement on page 8 to
include the estimated total payments to be made under this agreement.
 Management’s Discussion and Analysis, page 56

 Maintenance, page 61

3. We note your response to our prior comment one of our November 9, 2010 letter and the
revised disclosure on page 61.  Because of  the young age of your current fleet and the
expected increase in maintenance costs as the fl eet ages, we continue to believe that trend
information which quantifies the amount or rang e of amounts of the expected increase in
maintenance expense as your fleet ages will highlight additional trends for your
investor’s analysis.  With disclosure in an  appropriate framework, it appears clarity may
be provided for variables such as future utili zation rates, average stage length, size and
makeup of the fleet in future periods and th e level of unscheduled maintenance events

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 2

and their actual costs.  Therefore we re issue the comment.  Please provide trend
information which quantifies the amount or rang e of amounts of the expected increase in
maintenance expense as your fleet ages.
 Business, page 86

4. We note your press release dated October 28, 2010 announcing the next phase of your
expansion.  Please revise to in clude a brief description of yo ur new routes and service to
new cities or advise.
 Note 13. Leases, page F-24

5. As previously requested in comment 41 of our  October 14, 2010 letter , please revise to
disclose how you evaluate recoverability of maintenance reserves, including key
estimates and judgments involved.

6. As previously requested in comment five of  our November 9, 2010 lett er, please tell us
the extent to which you able to conclude that  all capitalized mainte nance reserves were
probable of recovery for each interim and annual period beginning in your fiscal year
2009.

7. We note your written response letters dated November 17th and December 8th, 2010 and
the information and positions you provided to us during telephone c onference calls held
on November 30th, December 2nd, and December 16th, 2010.  Based on the foregoing, we
understand you believe the following with respect to accounting for non-refundable
maintenance reserves under leas es (for ease of use, guidan ce in ASC 840-10 is referenced
by citations to EITF 08-3):

• A comparison of total expected maintenan ce reserve payments over the lease term
to total expected qualifying maintenance costs over the lease term is not required
in determining whether reserve payments required under leases are substantively
related to maintenance  (rather than supplemental rent ), instead the evaluation may
be limited to expected payments and qualifying costs to the first expected
overhaul when expected costs exceed e xpected payments for the first overhaul
cycle;
• The portion of reserve payments that are not substantively related to maintenance
(i.e., that are not expected to be re turned for reimbursement of qualifying
maintenance) should not be recognized as  supplemental rent over the lease term
by bifurcating each payment made, but inst ead reserve payments should initially
be capitalized in their entirety until  such amounts equal expected qualifying
maintenance costs, after which remaini ng reserve payments should be expensed
as incurred as supplemental rent (i.e ., back-end recognition of excess reserve
payments is appropriate); and

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 3

• Periodic re-evaluations of prior estimates  and judgments used in determining the
recoverability of reserve payments expect ed over the lease term is not required,
instead initial estimates and judgments made at lease inception can be relied upon
throughout the lease term in concluding that  future expected reserve payments are
expected to be returned for qualifying maintenance.

With regard to the first bullet point above , you stated that you do not analyze total
expected reserve payments over the lease te rm in part because of the EITF staff’s
response to a comment in which they decide d not to mandate a method for the analysis
but rather to “allow for judgment based on th e specific facts and circumstances.”  Please
tell us the paragraph in the EITF background materials in whic h the EITF staff stated that
they wanted to allow for judgment base d on the specific facts and circumstances.

We believe the intent of the EITF was to re quire an evaluation of the recoverability of
total expected maintenance reserve payments over the lease term, rather than just those
expected payments to the first expected overhaul, because of the guidance in paragraph 7 of the EITF which states, “If at lease incepti on a lessee determines that it is less than
probable that the tota l amount of payments
 will be returned to the lessee as a
reimbursement for maintenance activities, the lessee shall…(emphasis added).”
 In addition, in paragraph 17 of Issue Summ ary No. 1, Supplement No. 1, dated June 12,
2008, the staff said it did not believe additional
 guidance (beyond the requirement to
evaluate “the total amount of payments” in paragraph 7) to tell pr eparers and auditors
how to perform the analysis was necessary, but that the staff “w ould expect a similar
analysis” (to that shown in paragraph 14 of Supplement No.1) “to be performed by
preparers and auditors.”  The analysis in paragraph 14 of Supplement No. 1 incorporated
an entity’s best estimate of total expect ed payments and qualifying maintenance costs
during the entire term of the lease.  Therefor e, we believe your analyses under EITF 08-3
at lease inception shou ld be based on a comparison of to tal expected maintenance reserve
payments over the lease term to total exp ected qualifying mainte nance costs over the
lease term.  To the extent you continue to di sagree, please cite the specific authoritative
literature you relied upon in  reaching your conclusion.
 As a related matter, you stated that certain later-term reserve payments are not probable
of payment because you can manage the lease term.  We presume this refers to early
termination provisions in leases.  We believ e your analysis under EITF 08-3 should be
prepared on the same basis that you used in determining classification of the lease as
capital vs. operating and for computing future  minimum lease payments and straight-line
rent expense.  That is, if a 15 year term wa s assumed, then an early termination option at
year 12 of a lease should not  be assumed for purposes of estimating total expected
payments under EITF 08-3.  In addition, other use management assumptions such as parking aircraft in later lease years may result in accounting implications under other
GAAP such as ASC 420-10-25-13, exit cost obligations.

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 4

With regard to the second bullet point above, you stated that as a general principal you believe it is appropriate to acc ount for reserves not used for maintenance or to satisfy
return conditions as contingent rent on an as-incurred basis, generally near the end of the
lease term.  However, paragraph 7 of the EITF  states that the lessee must determine “the
portion of each payment
 that is not within the scope of this Issue (emphasis added).”
Given the requirement to evaluate the to tal amount of payments, we believe the
requirement to evaluate the portion of each pa yment made makes clear that the intent of
the staff was that preparers would bifurcat e each payment during the lease based on the
ratio of the amount of total expected qualifyi ng maintenance costs to the total expected
reserve payments.  In addition, in reference to an  example fact pattern in which a lessee did not expect that
all maintenance deposits would be returned dur ing the term of the lease (see paragraphs
14 and 15 of Supplement No. 1), the staff st ated in paragraph 16 of Supplement No. 1,
“the appropriate accounting would be to bifu rcate the payment into the amount that is
substantively related to maintenance and the amount that is not subs tantively related to
maintenance.”  In the example referred to by the staff, each hourly $100 payment was bifurcated between a maintenance deposit asset and rental expense.  The staff continued
by stating that “the appropriate application of paragraph 6 in the Scope section of the
consensus-for-exposure would result in the same  conclusion.”  Theref ore, we believe the
portion of reserve payments that are not subs tantively related to maintenance (i.e., that
are not expected to be returned for reimbur sement of qualifying maintenance) should be
recognized as supplemental rent over the le ase term by bifurcating each payment as
payments are made.  To the extent you con tinue to disagree, please cite the specific
authoritative literature you relied upon in reaching your conclusion.
 With regard to the third bullet point above , you stated that you do not believe you are
required to periodically reevaluate the recove rability of future expected reserve payments
and that such analysis is required only at lease inception. However,  in paragraph 19 of
Supplement No. 1 the staff stated that ther e were two methods, cumulative catch-up or
prospective, a lessee could use to handle a ch ange in estimate (in the recoverability of
future expected maintenance reserve paym ents).  While not recommending one method
over the other, we believe the staff’s refere nce to the two methods in which changes in
estimates may be handled indicates that estim ates should be periodi cally reevaluated for
new information and that this is consistent with the general require ments of the definition
of a change in accounting es timate in the ASC Master Gl ossary and with ASC 250-10-
45-17.  To the extent you continue to disa gree, please cite the specific authoritative
literature you relied upon in  reaching your conclusion.
 Based on the above, we believe you should re assess the application of your accounting
and revise your accounting po licy to conform to the guida nce in EITF 08-3.  Please
provide us with a copy of your intended revised accounting policy.

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 5

8. Given the significance of maintenance deposits to your balance sheet, please consider
providing a separate footnote for maintenance depos it disclosures.

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 th e 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 Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financ ial 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