Spirit Airlines, Inc.
Spirit Airlines, Inc. (Form: 8-K, Received: 09/05/2017 11:57:30)

Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : September 5, 2017
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission File Number)
(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 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 September 5, 2017 , the Company provided an update to investors regarding the Company's third 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 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.
Investor Update regarding third quarter and full year guidance for the year ending December 31, 2017.


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: September 5, 2017
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel


Exhibit No.

Exhibit 99.1
Investor Update
September 5, 2017
Spirit is providing an updated third quarter and full year 2017 outlook which, among other things, incorporates the estimated impact from Hurricane Harvey and recent changes in the pricing environment.  
“Our hearts and thoughts go out to all those affected by Hurricane Harvey,” said Robert Fornaro, Spirit's President and Chief Executive Officer. “Approximately 10 percent of Spirit’s network touches Houston and I want to thank all the members of our Spirit team who worked to quickly restore our operations once the airport was open and who continue to work to re-accommodate our customers affected by the storm.” 
The company estimates the negative impact from Hurricane Harvey on our third quarter 2017 revenue will be approximately $8.5 million which includes the direct impact from canceled flights as well as an estimate for the lingering impact from a reduction in travel demand to and from the affected areas. In addition to Hurricane Harvey, during the quarter, we have seen a broadening of aggressive competitive pricing in our markets. We now estimate our total revenue per available seat mile (TRASM) for the third quarter 2017 will be down 7 to 8.5 percent, compared to our prior guidance of down 2 to 4 percent with approximately 100 basis points of the guidance change attributed to Hurricane Harvey and the remainder to the broadening of aggressive pricing activity.
Adjusted CASM ex-fuel guidance for the third quarter 2017 is revised to down 2 to 3 percent versus our previous guide of up 1 to down 1 percent, primarily due to better operational performance resulting in lower passenger re-accommodation and crew related expenses. 


Capacity - Available Seat Miles (ASMs)
Year-over-Year % Change
Total Revenue per ASM (TRASM)
Year-over-Year % Change
Down 7% to 8.5%
Adjusted Operating Expense Ex-Fuel per ASM
Adjusted CASM ex-fuel year-over-year % change (1)
Down 2% to 3%
 Up ~ 2%
Average Stage Length (miles)
Fuel Expense ($)
Fuel gallons (millions)
Economic fuel cost per gallon (2)
Selected Operating Expenses ($Millions)
Aircraft rent
$213 to $218
Depreciation and amortization
$140 to $145
Interest Expense, net of Capitalized Interest ($Millions)
Interest expense
Capitalized interest
Interest Income
     Interest expense, net
Effective Tax Rate
Wtd. Average Diluted Share Count (Millions)


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



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 third 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.