November 2017

SAVE 2017-1 EETC Investor Presentation

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433(d)

Registration No. 333-202260

November 13, 2017

2

Statements in this Investor Presentation contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent expectations or beliefs concerning future events of Spirit

Airlines, Inc. (the “Company”, “we”). The words “expects,” “estimates,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,”

“will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company’s

objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking statements include, without

limitation, statements regarding the Company’s intentions and expectations regarding revenues, cost of operations, the delivery schedule of aircraft on order, and

announced

new

service

routes.

All

forward-looking

statements

are

based

upon

information

available

to

the

Company

at

the

time

the

statement

is

made.

The

Company has no intent, nor undertakes any obligation, to publicly update or revise any forward-looking statement, whether as a result of new information, future

events, or otherwise, except as required by law. Forward-looking statements are subject to a number of factors that could cause the Company’s actual results to

differ materially from the Company’s expectations, including the competitive environment in the airline industry; the Company’s ability to keep costs low;

changes in fuel costs; the impact of worldwide economic conditions; the Company’s liquidity and general level of capital resources; the Company’s ability to

generate non-ticket revenues; government regulation; changes in legislation, regulation and government policy as a result of the 2016 presidential and

congressional elections; operational disruptions out of key airports; and dependence on a limited number of aircraft and engine suppliers. Additional information

concerning these and other factors is contained in the Company’s Securities and Exchange Commission (“SEC”) 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.

This

Investor

Presentation

highlights

basic

information

about

the

Company

and

this

offering.

Because

it

is

a

summary,

it

does

not

contain

all

of

the

information

that you should consider before investing.

We have filed a registration statement (including a prospectus) and a related prospectus supplement with the SEC for the offering to which this Investor

Presentation relates. Before you invest, you should read such prospectus and prospectus supplement (including the risk factors described in the prospectus

supplement)

and

other

documents

we

have

filed

with

the

SEC

for

more

complete

information

about

us

and

this

offering.

You

may

get

these

documents

for

free

by

visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in this offering will arrange to send

you the prospectus and prospectus supplement if you request it by calling Morgan Stanley & Co. LLC at 1-800-718-1649, Citigroup Global Markets, Inc. at 1-212-

723-6171, Goldman Sachs & Co. at 1-866-471-2526, or Barclays at 1-888-603-5847.

Forward Looking Statements

3

Spirit Airlines, Inc. (“SAVE” or “Spirit Airlines”) intends to offer an EETC

(“SAVE 2017-1”) to raise ~$421 million of proceeds

Spirit Airlines intends to issue $420,500,000 of Pass Through Certificates, Series 2017-1, in three classes, as follows:

Class AA: $247,099,000

Class A: $82,366,000

Class B: $91,035,000

The Equipment Notes underlying the SAVE 2017-1 certificates will have the benefit of a security interest in the following

twelve (12) Airbus aircraft to be delivered new to Spirit Airlines

Five (5) new Airbus A321-200ceo aircraft scheduled to be delivered new to Spirit Airlines between February 2018

and March 2018

Seven (7) new Airbus A320-200ceo aircraft scheduled to be delivered new to Spirit Airlines between December

2017 and October 2018

The EETC Structure will include the following:

Senior Class AA debt amortizing over 12.2 years

Subordinate Class A debt amortizing over 12.2 years

Subordinate Class B debt amortizing over 8.2 years

Liquidity Facilities will be provided for three semi-annual interest payments on Class AA, Class A and Class B

The waterfall structure will be consistent with recent EETC precedents

Joint Structuring Agents and Joint Lead Bookrunners: Morgan Stanley and Citi

Joint Bookrunners: Goldman Sachs & Co. and Barclays

Liquidity Provider and Depositary: Commonwealth Bank of Australia, New York Branch, and Citibank, N.A., respectively

Transaction Overview

4

Summary of the Certificates Offering

1.

Initial LTV as of February 15, 2019, the first regular distribution date after all aircraft are expected to have been financed and after giving effect to

distributions expected to be made on or prior to such date and assumed depreciation of aircraft. Appraised value is calculated using the lesser of

the mean and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value and should not

be relied upon as a measure of realizable value

2.

Each series of Equipment Notes will mature on the Final Expected Distribution Date for the related class of certificates

3.

The certificates will be issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that

is, at the time of issuance equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof

Class AA

Aggregate Face Amount

$247,099,000

$82,366,000

$91,035,000

Expected Ratings (S&P / Fitch)

AA / AA

A / A

BBB-

/ BBB+

Initial LTV

(1)

41.1%

54.8%

68.3%

Interest Rate

Initial Average Life

8.6

8.6

5.4

Regular Distribution Dates

February 15 &

August 15

February 15 &

August 15

February 15 &

August 15

Expected Principal Distribution Window

(2)

0.7 -

12.2

0.7 -

12.2

0.7 -

8.2

Final Expected Distribution Date

February 15, 2030

February 15, 2030

February 15, 2026

Final Legal Distribution Date

August 15, 2031

August 15, 2031

August 15, 2027

Minimum Denomination

(3)

$2,000

$2,000

$2,000

Liquidity Facility Coverage

3 semiannual interest

payments

3 semiannual interest

payments

3 semiannual interest

payments

Depositary

Proceeds of the offering will be held in escrow with the Depositary and withdrawn

from time to time to purchase the Equipment Notes as the aircraft are financed

Fixed rate, semiannual payments, 30/360 day count

Class A

Class B

5

SAVE 2017-1 Indicative Transaction Structure

Consistent with recent US airline EETC Issues

Indenture / Loan Trustees

(1)

Mortgage Payments

Series AA

Equipment

Notes

Series A

Equipment

Notes

Series B

Equipment

Notes

Subordination

Agent

Liquidity

Provider

(2)

Advances and

Reimbursements

(if any)

Equipment Note

Payments on all

Aircraft

Principal, Premium

Amount (if any) and

Interest Distributions

Depositary

(3)

Escrow

Agent

(1) The Equipment Notes with respect to each

Aircraft will be issued under a separate Indenture

(2) The Liquidity Facility for each of the Class AA

Certificates, Class A Certificates and Class B

Certificates is expected to be sufficient to cover up

to three consecutive semiannual interest payments

with respect to such Class, except that the Liquidity

Facilities will not cover interest on the Deposits.

(3) The proceeds of the offering of each Class of

Certificates will initially be held in escrow and

deposited with the Depositary, pending financing of

each Aircraft. The Depositary will hold such funds

as interest bearing Deposits and such funds, in the

case of the Class AA Certificates, will be held in

fiduciary accounts. Each Trust will withdraw funds

from the Deposits relating to such Trust to

purchase Equipment Notes of the corresponding

series from time to time as each Aircraft is

financed. The scheduled payments of interest on

the Equipment Notes and on the Deposits relating

to a Trust, taken together, will be sufficient to pay

accrued interest on the outstanding Certificates of

such Trust. If any funds remain as Deposits with

respect to a Trust at the Delivery Period

Termination Date, such funds will be withdrawn by

the Escrow Agent and distributed to the holders of

the Certificates issued by such Trust, together with

accrued and unpaid interest thereon. No interest

will accrue with respect to the Deposits after they

have been fully withdrawn.

Class B

Certificate

holders

Class A

Certificate

holders

Class AA

Certificate

holders

Class AA

Trustee

Class A

Trustee

Class B

Trustee

6

Key Structural Considerations (cont’d)

Documentation consistent with most recent precedent EETC structures

(1)

Collateral

Waterfall

Strategically core aircraft types to Spirit Airlines’ fleet operation all of which are expected to be

delivered new in 2017 and 2018

Buyout Rights

Cross-

Collateralization and

Cross-Default

Classes Offered

After a Certificate Buyout Event, subordinate Certificate holders have the right to purchase all (but not

less than all) of the Certificates ranking senior thereto at par plus accrued and unpaid interest

No buyout right during the 60-day Section 1110 period

No Equipment Note buyout rights

Same waterfall both before and after an event of default

Interest on Eligible Pool Balance of Class A and Class B is paid ahead of principal on Class AA

The Equipment Notes will be cross-collateralized by all Aircraft

All Indentures will include cross-default provisions

Three tranches of amortizing debt are being offered

All three tranches will benefit from a separate liquidity facility covering three semiannual interest

payments

1. See Preliminary Prospectus Supplement for further details

7

Collateral Summary

SAVE 2017-1 will have the following Airbus aircraft as collateral

Appraised Base Value ($MM)

#

AISI

BK

MBA

LMM

(4)

Aircraft Type

Expected Delivery Date

Registration Number

1

A320-200

Dec-17

N651NK

47.5

44.7

44.7

44.7

2

A320-200

Dec-17

N652NK

47.5

44.7

44.7

44.7

3

A320-200

Jan-18

N653NK

47.5

44.8

44.8

44.8

4

A321-200

Feb-18

N683NK

55.0

53.6

55.2

54.6

5

A321-200

Feb-18

N684NK

55.0

53.6

55.2

54.6

6

A321-200

Feb-18

N685NK

55.0

53.6

55.2

54.6

7

A321-200

Mar-18

N686NK

55.1

53.6

55.2

54.6

8

A321-200

Mar-18

N687NK

55.1

53.6

55.2

54.6

9

A320-200

Apr-18

N654NK

47.8

45.2

44.9

45.2

10

A320-200

Aug-18

N655NK

48.1

45.3

45.0

45.3

11

A320-200

Sep-18

N656NK

48.2

45.3

45.1

45.3

12

A320-200

Oct-18

N690NK

48.3

45.5

45.1

45.5

Total

(5)

610.0

583.1

590.0

588.3

1. As of February 15, 2019, the first Regular Distribution Date after all aircraft are assumed to be financed and after giving effect to all distributions

expected to be made on or prior to such date and assumed depreciation of the aircraft. Appraised value is calculated using the lesser of the mean

and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value and should not be relied

upon as a measure of realizable value

2.  Initial collateral cushion is calculated as the first Regular Distribution Date after all aircraft are assumed to be financed

3.  Assumes that the base value of the aircraft depreciates by 3% per year during the first 15 years after assumed initial delivery date

4.  Lesser of the median and mean of the base values of the aircraft as appraised by AISI, BK and MBA

5.  Totals may not sum due to rounding

The

initial

aggregate

aircraft

Appraised

Value

is

$572,720,100

(1)

Appraisals

indicate

an

initial

collateral

cushion

of

approximately

58.9%

(2)

,

45.2%

(2)

and

31.7%

(2)

on

the Class AA, Class A and Class B Certificates, respectively, which increases over time as the debt

amortizes

based

on

assumed

depreciation

of

collateral

value

(3)

8

Transaction Collateral Fleet Composition

An entirely narrowbody collateral pool representing arguably the most

liquid aircraft in the global marketplace

SAVE 2017-1 collateral includes (5) new A321-200 and (7)

new A320-200

46% A321-200 by Base Value

(1)

54% A320-200 by Base Value

(1)

A320’s and A321’s advanced technology includes sharklets

that are more fuel efficient

Helps Spirit Airlines maintain and further lower its cost

structure

Fly-by-wire flight controls provide total airframe structural

protection for improved safety

Reduces pilot workload and fewer mechanical parts

Cockpit standardization across A320 family allows a pilot

qualified on one family member to fly all of them

Enables Spirit Airlines to conduct effective scheduling

of aircraft and crew across full network

Helps Spirit Airlines maintain and further lower its cost

structure

A320-200

54%

A321-200

46%

1.  Lesser of the median and mean of the base values of the aircraft as appraised by AISI, BK and MBA

9

Collateral Fleet Importance

The transaction collateral is an essential component of Spirit Airlines’

owned fleet and is core to its future fleet strategy

1.  Owned fleet count as of 9/30/2017 as provided by Spirit Airlines

2.  Fleet statistics based on total pro forma owned fleet including 2017-1 collateral

3.  The

SAVE

2017-1

collateral

pool

represents

~10%

of

Spirit

Airlines’

pro

forma

total

operating

fleet

(consisting

of

owned

and

leased

aircraft);

A320

represents ~11% of pro forma operating A320 fleet; A321 represents ~19% of pro forma operating A321 fleet

Source: Spirit Airlines

0

10

20

30

40

50

60

70

Owned Fleet

A319

A320-200 ceo & neo

A321-200

Owned Fleet

SAVE 2017-1 Collateral (% of Pro Forma Owned Fleet)

# of Aircraft

27%

19%

The

SAVE

2017-1

collateral

pool

represents

~20%

of

Spirit

Airlines’

pro

forma

total

owned

fleet

(1)(2)(3)

A320

represents

~27%

of

pro

forma

total

owned

A320

fleet

(1)(2)(3)

A321

represents

~19%

of

pro

forma

total

owned

A321

fleet

(1)(2)(3)

This shows the importance of the SAVE 2017-1 collateral pool to Spirit Airlines

20%

10

No Backlog

68%

CEO Only

8%

CEO & NEO

8%

NEO Only

16%

A320ceo Expected to be in Demand for Years to Come

CEO operator base continues to grow via new deliveries and secondary

market acquisition

Source: Airbus

130 A320ceo orders since 2016, in 6+ years

following neo launch

(1)

1.  New

plus

existing

airlines

and

lessor

customers;

1/1/2016

–

9/30/2017

68%+ of CEO operators have no NEO backlog

Demand for CEOs will remain strong

# of Aircraft

•

Over 4,700

CEOs will likely remain in

service in 2030

•

Today’s CEOs can be up to 10% more

fuel efficient than the oldest ones

•

CEOs remaining in service will be the

most fuel efficient CEOs delivered

Many

operators will have no choice but to acquire used aircraft to meet growth and replacement requirements

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

11

A320-200 Customers

A320-200 has a global population and operators in all sectors

The

A320

series

is

operated

across

many

regions

with

8,405

(1)

firm

orders

placed

as

of

September

30, 2017

A320-200ceo is one of the most popular variants with 4,732 firm orders placed from 179

customers worldwide

Spirit

Airlines

currently

has

8

firm

open

orders

(2)

as

of

September

30,

2017

Source: Airbus. Ascend Q3 2017 Market Commentary, Spirit 3Q 2017 10Q filing

1.  Includes A320-200ceo and A320-200neo aircraft

2.  Includes only A320-200ceo

aircraft

Asia Pacific

35%

Europe

25%

Africa

14%

North

America

12%

Latin

America

& Caribbean

8%

Middle East

6%

A320-200ceo (In Service/On Order)

Breakdown by Geography

Airlines

# of Aircraft

181

149

130

174

122

Lessors

# of Aircraft

233

226

174

92

89

Top 5 Airline Operators

(2)

(In Service  /  On Order)

Top 5 Operating Lessors

(2)

(In Service  /  On Order)

12

A320-200 Aircraft Characteristics

Founding member of Airbus single-aisle family

A320-200 aircraft

Engine

Equipped with V2527-A5 SelectTwo Engine Type

Fuselage

Fuselage structure built around a series

of frames pitched at 21 inches

Fuel Efficiency

Sharklets improve fuel economy by

reducing drag from the air flow

around the wing tip

Cockpit

Fly-by-wire cockpit with advanced

electronic flight deck

Airbus first delivered A320-200 on March 1982

to Air France

Strong orderbook indicates operator enthusiasm

Currently there are 4,732

firm orders

with 179

customers worldwide

Spirit Airlines’ configuration accommodates 182

passengers (compared to 150 on United and

American and 162 on JetBlue)

A320’s advanced technology includes a

centralized fault display for easier

troubleshooting and lower maintenance costs

A320 is equipped with the advanced electronic

flightdeck

Six fully integrated EFIS

(1)

color displays

Innovative sidestick controllers rather

than conventional control columns

Wider fuselage than main competitors allow

increased passenger comfort and better cargo

capacity

Source: Airbus. Ascend Q3 2017 Market Commentary

1.  Electronic flight instrument system

13

A321-200 Customers

A321-200 continues to be an increasingly popular type

The

A321

series

is

operated

across

many

regions

with

3,271

(1)

firm

orders

placed

as

of

September

30, 2017

A321-200ceo is one of the most popular variants with 1,793 firm orders placed from 99

customers worldwide

Spirit

Airlines

currently

has

9

open

firm

orders

(2)

as

of

September

30,

2017

Source: Airbus. Ascend Q3 2017 Market Commentary, Spirit 3Q 2017 10Q filing

1.  Includes A321-200ceo and A321-200neo aircraft

2.  Includes only A321-200ceo aircraft

A321-200ceo (In Service/On Order)

Breakdown by Geography

Airlines

# of Aircraft

219

122

96

75

68

Lessors

# of Aircraft

99

51

38

34

29

Top 5 Airline Operators

(2)

(In Service  /  On Order)

Top 5 Operating Lessors

(2)

(In Service  /  On Order)

Asia Pacific

33%

Europe

30%

North America

28%

Latin America

& Caribbean

5%

Middle East

3%

Africa

1%

14

A321-200 Aircraft Characteristics

Cockpit

Fly-by-wire cockpit with advanced

electronic flight deck

Engine

Equipped with V2533-A5

SelectTwo Engine Type

A321-200 aircraft

Fuselage

A321 has 13 frames more than A320

Fuel Efficiency

Sharklets improve fuel economy by reducing drag

from the air flow around the wing tip

Cabin

High density layout allows seating to

accommodate 218 passengers with push to

230 in newer configurations

1,793 cumulative orders from 99 customers

worldwide

A321-200ceo offers lower seat-mile costs than

150-seaters

Provides more capacity at slot-

constrained airports

Compared to A320, A321’s major change is the

elongated fuselage

Source: Airbus

A321 is the largest member of Airbus’ A320

series

Spirit Airlines’ configuration

accommodates 228 passengers

(compared to 187 on American Airlines

and 200 on JetBlue)

Sharklets improves fuel burn, emissions and

raises payload range

A321ceo is outperforming the Boeing competitor

(737-900ER) in terms of fleet size, order growth

and total backlog

Benchmark A320 Family’s Largest Member