SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~June 30, 2017~~March 31, 2018

OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33166

Allegiant Travel Company

(Exact Name of Registrant as Specified in Its Charter)



Nevada	20-4745737
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

1201 North Town Center Drive
Las Vegas, Nevada	89144
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 851-7300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer x	Accelerated filer o

Non-accelerated filer o	Smaller reporting company o

(Do not check if a smaller reporting company)	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares of the registrant’s common stock outstanding as of the close of business on ~~July 14, 2017~~May 1, 2018 was ~~16,070,344.~~16,148,889.

Allegiant Travel Company

Form 10-Q

Table of Contents



PART I.	FINANCIAL INFORMATION

ITEM 1.	Consolidated Financial Statements	3

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1217

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2324

ITEM 4.	Controls and Procedures	2325

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	2425

ITEM 1A.	Risk Factors	2425

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2426

ITEM 3.	Defaults Upon Senior Securities	2426

ITEM 4.	Mine Safety Disclosures	2426

ITEM 5.	Other Information	2426

ITEM 6.	Exhibits	2527

	Signatures	2628

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands)


	June 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
	(unaudited)						(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	20,040		$	64,711		$	50,777		$	59,449
Restricted cash	11,423			11,647			12,370			11,190
Short-term investments	323,117			269,269			341,262			352,681
Accounts receivable	23,917			40,667			64,344			71,057
Expendable parts, supplies and fuel, net	17,855			16,797			18,335			17,647
Prepaid expenses	25,753			16,277			27,941			23,931
Other current assets	4,809			2,686			1,776			5,320
TOTAL CURRENT ASSETS	426,914			422,054			516,805			541,275
Property and equipment, net	1,212,771			1,095,314			1,635,821			1,512,415
Long-term investments	159,769			124,834			85,659			78,570
Deferred major maintenance, net	28,813			17,347			33,321			31,326
Deposits and other assets	11,730			12,027			17,359			16,571
TOTAL ASSETS	$	1,839,997		$	1,671,576		$	2,288,965		$	2,180,157
CURRENT LIABILITIES:
Accounts payable	$	18,002		$	16,010		$	29,801		$	20,108
Accrued liabilities	110,842			96,661			119,448			105,127
Air traffic liability	237,835			194,001			256,773			204,299
Current maturities of notes payable, net of related costs	116,387			86,226
Current maturities of notes payable and capital leases, net of related costs							154,850			214,761
TOTAL CURRENT LIABILITIES	483,066			392,898			560,872			544,295
Long-term debt, net of current maturities and related costs	761,082			722,048
Long-term debt and capital leases, net of current maturities and related costs							984,926			950,131
Deferred income taxes	127,631			75,338			131,647			119,013
Other noncurrent liabilities	8,732			7,670			11,716			13,407
TOTAL LIABILITIES:	1,380,511			1,197,954			1,689,161			1,626,846
SHAREHOLDERS' EQUITY:
Common stock, par value $.001	23			22			23			23
Treasury stock	(606,352		)	(517,803		)	(607,888		)	(605,655		)
Additional paid in capital	246,906			238,236			259,225			253,840
Accumulated other comprehensive loss, net	(1,391		)	(230		)	(3,959		)	(2,840		)
Retained earnings	820,300			753,397			952,403			907,943
TOTAL EQUITY	459,486			473,622			599,804			553,311
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,839,997		$	1,671,576		$	2,288,965		$	2,180,157

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
OPERATING REVENUE:
Scheduled service revenue	$	220,615		$	189,122		$	432,713		$	390,728
Ancillary revenue:
Air-related charges	145,405			128,713			276,970			249,643
Passenger revenue													$	396,771		$	347,836
Third party products	14,304			11,965			27,046			23,223			10,325			12,742
Total ancillary revenue	159,709			140,678			304,016			272,866
Fixed fee contract revenue	11,029			6,706			22,289			13,507			10,556			11,259
Other revenue	9,261			8,345			17,434			16,366			7,792			8,174
Total operating revenue	400,614			344,851			776,452			693,467			425,444			380,011
OPERATING EXPENSES:
Aircraft fuel	85,387			60,005			170,049			113,663			106,027			84,662
Salary and benefits	92,221			68,553			188,519			137,761			112,963			96,298
Station operations	38,998			33,328			70,830			64,061			37,584			31,832
Maintenance and repairs	28,645			29,261			58,740			55,753			19,270			30,095
Depreciation and amortization	30,129			25,396			60,678			50,081			28,149			30,549
Sales and marketing	12,861			5,317			22,859			11,125			19,078			13,331
Aircraft lease rentals	2,400			219			2,564			452			21			164
Other	24,777			18,296			44,129			34,968			22,384			19,351
Total operating expenses	315,418			240,375			618,368			467,864			345,476			306,282
OPERATING INCOME	85,196			104,476			158,084			225,603			79,968			73,729
OTHER (INCOME) EXPENSE:
Interest expense	8,889			7,390			17,291			14,629			12,724			8,401
Interest income	(1,475		)	(710		)	(2,739		)	(1,321		)	(1,907		)	(1,264		)
Other, net	(493		)	(300		)	(854		)	(663		)	(240		)	(360		)
Total other expense	6,921			6,380			13,698			12,645			10,577			6,777
INCOME BEFORE INCOME TAXES	78,275			98,096			144,386			212,958			69,391			66,952
PROVISION FOR INCOME TAXES	29,800			37,249			54,279			80,131			14,198			24,601
NET INCOME	$	48,475		$	60,847		$	90,107		$	132,827		$	55,193		$	42,351
Earnings per share to common stockholders:
Earnings per share to common shareholders:
Basic	$	2.94		$	3.68		$	5.44		$	7.98		$	3.43		$	2.54
Diluted	$	2.94		$	3.68		$	5.43		$	7.97		$	3.42		$	2.54
Shares used for computation:
Basic	16,198			16,420			16,290			16,549			15,889			16,382
Diluted	16,220			16,442			16,317			16,574			15,898			16,405

Cash dividends declared per share:	$	0.70		$	0.70		$	1.40		$	1.00		$	0.70		$	0.70

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	55,193		$	42,351
Other comprehensive (loss) income:
Change in available for sale securities, net of tax	(2		)	148			222			439			(956		)	225
Foreign currency translation adjustments	(215		)	43			(298		)	(63		)	101			(83		)
Change in derivatives, net of tax	(341		)	6			(556		)	(325		)	(135		)	(215		)
Reclassification of derivative gains into Other revenue	(240		)	(245		)	(529		)	(510		)	(129		)	(289		)
Total other comprehensive loss	(798		)	(48		)	(1,161		)	(459		)	(1,119		)	(362		)
TOTAL COMPREHENSIVE INCOME	$	47,677		$	60,799		$	88,946		$	132,368		$	54,074		$	41,989

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2018			2017
OPERATING ACTIVITIES:
Net income	$	90,107		$	132,827		$	55,193		$	42,351
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60,678			50,081			28,149			30,549
Loss/(gain) on aircraft and other equipment disposals	4,901			(472		)
(Gain) loss on aircraft and other equipment disposals							(132		)	2,548
Provision for obsolescence of expendable parts, supplies and fuel	1,753			1,043			586			830
Amortization of deferred financing costs	775			745			494			365
Share-based compensation expense	7,249			3,002			3,796			4,349
Deferred income taxes	51,995			2,753			12,735			2,508
Changes in certain assets and liabilities:
(Increase) decrease in accounts receivable	16,572			(227		)
(Increase) decrease in prepaid expenses	(9,476		)	584
Increase (decrease) in accounts payable	2,263			3,505
Decrease in accounts receivable							6,713			23,162
Increase in prepaid expenses							(4,439		)	(8,917		)
Increase in accounts payable							9,959			9,394
Increase (decrease) in accrued liabilities	10,382			23,888			14,267			(10,561		)
Increase (decrease) in air traffic liability	43,834			42,731
(Increase) in deferred major maintenance	(14,331		)	(2,891		)
Increase in air traffic liability							52,474			50,078
Change in deferred major maintenance							(4,476		)	(1,504		)
Other, net	(3,558		)	(1,470		)	(2,392		)	1,405
Net cash provided by operating activities	263,144			256,099			172,927			146,557
INVESTING ACTIVITIES:
Purchase of investment securities	(242,895		)	(197,611		)	(93,933		)	(146,625		)
Proceeds from maturities of investment securities	154,334			180,078			97,224			79,381
Aircraft pre-delivery deposits	(63,468		)	—
Purchase of property and equipment, including capitalized interest	(118,846		)	(105,177		)	(69,167		)	(58,536		)
Other investing activities	1,352			3,773			521			382
Net cash used in investing activities	(269,523		)	(118,937		)	(65,355		)	(125,398		)
FINANCING ACTIVITIES:
Cash dividends paid to shareholders	(23,204		)	(44,355		)	(11,295		)	(11,671		)
Proceeds from the issuance of long-term debt	134,540			28,000
Proceeds from the issuance of debt							—			22,000
Repurchase of common stock	(84,940		)	(63,319		)	(2,233		)	(4,923		)
Principal payments on long-term debt	(64,876		)	(39,210		)
Principal payments on debt and capital lease obligations							(102,914		)	(26,425		)
Other financing activities	188			293			1,378			(513		)
Net cash used in financing activities	(38,292		)	(118,591		)	(115,064		)	(21,532		)
Net change in cash and cash equivalents	(44,671		)	18,571
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	64,711			87,112
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,040		$	105,683
Net change in cash, cash equivalents, and restricted cash							(7,492		)	(373		)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD							70,639			76,358
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD							$	63,147		$	75,985

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAYMENTS FOR:
Interest paid, net of amount capitalized	$	16,001		$	11,936		$	17,902		$	14,080
Income taxes paid, net of refunds	$	—		$	59,928		$	37		$	374

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets:



	As of March 31,
	2018		2017
CURRENT ASSETS:
Cash and cash equivalents	$	50,777	$	64,732
Restricted cash	12,370		11,253
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	63,147	$	75,985

The accompanying notes are an integral part of these consolidated financial statements.

ALLEGIANT TRAVEL COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Allegiant Travel Company (the “Company”) and its majority-owned operating subsidiaries. The Company has no independent assets or operations, and all guarantees of the Company's publicly held debt are full and unconditional and joint and several. Any subsidiaries of the parent company other than the subsidiary guarantors are minor. All intercompany balances and transactions have been eliminated.

These unaudited consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the financial position, results of operations, and cash flows of the Company for the respective periods presented. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the annual report of the Company on Form 10-K for the year ended December 31, ~~2016,~~2017, filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.

Recent Accounting Pronouncements

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" intended to create a unified model to determine when and how revenue is recognized. Under this ASU and subsequently issued amendments, the core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Under the new standard, revenue related to certain air-related ancillary fees directly related to ticket revenue, such as seat fees and baggage fees, will no longer be considered distinct performance obligations separate from passenger travel and will be reclassified into scheduled service revenue. In addition, change fees previously recognized when incurred by the customer, will be deferred and recognized as revenue when air travel is provided and reclassified into scheduled service revenue.

The new standard is effective for annual and interim periods beginning after December 15, 2017, and the Company will adopt effective January 1, 2018. The Company continues to evaluate the impact on its financial statements of adopting this new accounting standard and believes that adoption will have little effect on earnings, although the classification of certain air-related ancillary fees, as described above, will change.

~~In February 2016, the FASB~~ issued ASU 2016-02 related to leases. This standard will require leases with durations greater than twelve months to be recognized on the balance sheet as a lease liability and a corresponding right-of-use asset, and is effective for interim and annual reporting periods beginning after December 15, 2018 with early adoption permitted. The Company will adopt this standard effective January 1, 2019. The Company has not completed the assessment of this new standard. The Company believes adoption will have a significant impact on its consolidated balance sheets but is not expected to significantly change the recognition, measurement or presentation of associated ~~expense~~expenses within the consolidated statements of income or cash flows.

Recently Adopted Standards

In August 2016, the FASB issued ASU 2016-15, which amends the guidance in Accounting Standards Codification ("ASC") 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistency on this topic. The Company adopted this standard effective January 1, 2018. This standard was applied retrospectively, which resulted in the inclusion of restricted cash as shown in the beginning and ending balances of cash on the Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents, and restricted cash from our Consolidated Statement of Cash Flows to the amounts reported within our Consolidated Balance Sheet is also included in a table below our Statement of Cash Flows.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)." This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) ("AOCI") to retained earnings. Stranded tax effects occur when a change in enacted tax rates is recorded in income from operations, even in situations in which the related income tax effects of items in accumulated other comprehensive income (loss) were originally recognized in AOCI. This standard is effective for interim and annual ~~and interim~~reporting periods beginning after December ~~15, 2017,~~31, 2018, and ~~the~~early adoption is permitted. The Company ~~will adopt it~~adopted this standard effective January 1, 2018. ~~Significant classification modifications~~Due to the adoption of this standard, $0.6 million was reclassified from AOCI to retained earnings as of March 31, 2018.

In 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), (the "New Revenue Standard"). Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. Entities may use a full retrospective approach or report the

cumulative effect as of the date of adoption. We adopted this standard using the full retrospective transition method effective January 1, 2018 and recast prior year results as shown below.

Under the New Revenue Standard, revenue for all air-related ancillary fees that are directly related to ticket revenue, such as seat fees and baggage fees, are no longer considered distinct performance obligations separate from passenger travel and are reclassified into passenger revenue. These are deemed part of the single performance obligation of providing passenger transportation. While the adoption of the New Revenue Standard did not have a significant effect on earnings, $154.7 million of air-related ancillary fees for the quarter ended March 31, 2018 are now classified as passenger revenue.

The adoption of the New Revenue Standard resulted in a net reduction to our air traffic liability at December 31, 2017 of $5.9 million. This change resulted from the recognition of breakage revenue on issuance for credit vouchers that are expected to expire unused. In addition, we now defer recognition of revenues for fees associated with flight changes or cancellations rather than recognizing at the time the fee is incurred. The Company already recognizes revenue from the Co-brand credit card program on the deferral method.

The Company has a significant contract with Bank of America to issue The Allegiant World Mastercard® in which points are earned and awarded to cardholders in exchange for consideration received under an agreement with a seven year scheduled duration expiring in 2023. Under this arrangement, the Company identified the following deliverables: travel points to be awarded (the travel component), use of the Company’s brand and access to its member lists, and certain other advertising and marketing elements (collectively the marketing component). Consideration received from the Company’s co-brand agreement is allocated between the two components based on the relative selling price of each deliverable. The Company applies a level of management judgment and estimation in determining the best estimate of selling price for each deliverable by considering multiple inputs and methods including, but not limited to, the redemption value of points awarded, discounted cash flows, brand value, volume discounts, published selling prices, number of points to be awarded and number of points to be redeemed.

See Note 2, "Revenue Recognition," for more information.

Impact of Recently Adopted Standards

We recast certain prior period amounts to conform with the adoption of the New Revenue Standard as ~~a result of adoption.~~shown in the tables below.



	Three Months Ended March 31, 2017
	As Previously					Current
(in thousands, except per share data)	Reported		Adjustments			Presentation
Income Statement:
Passenger revenue*	$	212,097	$	135,739		$	347,836
Air-related charges	131,565		(131,565		)	—
Sales and marketing	9,998		3,333			13,331
Income tax provision	24,479		122			24,601
Net income	41,632		719			42,351
Diluted earnings per share	$	2.50	$	0.04		$	2.54

*Passenger revenue previously reported as Scheduled service revenue.



	December 31, 2017
	As Previously					Current
(in thousands)	Reported		Adjustments			Presentation
Balance Sheet:
Air traffic liability	$	210,184	$	(5,885	)	$	204,299
Deferred income taxes	118,492		521			119,013
Retained earnings	902,579		5,364			907,943

Note 2 — Revenue Recognition

Passenger Revenue

Passenger revenue is primarily composed of passenger ticket sales, credit voucher breakage, seat fees, baggage fees, and other travel-related services performed in conjunction with a passenger’s flight.



	Three Months Ended March 31,
	2018		2017
Scheduled service	$	238,520	$	214,263
Air-related ancillary charges	154,717		133,223
Co-brand redemption	3,534		350
Total passenger revenue	$	396,771	$	347,836

Scheduled service

Passenger tickets. We provide scheduled air transportation on limited-frequency, nonstop flights predominantly between under-served cities and popular leisure destinations. We record sales of passenger tickets to be flown by us in air traffic liability. Passenger revenue is recognized when we provide transportation or when ticket voucher breakage occurs.

We recognized $155.9 million in passenger revenue during the three months ended March 31, 2018 that was recorded in our air traffic liability balance of $204.3 million at December 31, 2017. We expect the remaining balance of the December 31, 2017 air traffic liability to be recognized during the remainder of 2018.

Credit voucher breakage. We estimate the value of vouchers that will expire unused and recognize revenue at the time the credit voucher is issued.

Air-related

Air-related revenue is primarily composed of services performed in conjunction with a passenger's flight including baggage fees, the use of the Company’s website to purchase scheduled service transportation, advance seat assignments, and other services. We recognize revenue for these services when the related transportation service is provided. Prior to the adoption of the New Revenue Standard, the majority of these fees were classified separately as Ancillary air-related charges.

Co-brand redemption

In relation to the travel component of the contract with Bank of America, the Company has a performance obligation to provide cardholders with points to be used for future travel award redemptions. Therefore, consideration received from Bank of America related to the travel component is deferred based on its relative selling price and is recognized into passenger revenue when the points are redeemed and the transportation is provided. See below for a discussion of the marketing component.



	Points liability
Balance at January 1, 2018	$	8,903
Points awarded	3,233
Points redeemed	(3,534		)
Balance at March 31, 2018	$	8,602

As of March 31, 2018, the amount of deferred revenue allocated to the co-branded credit card program is $8.6 million and is reflected in the Company's consolidated balance sheet with the short-term component in Accrued liabilities and the remainder in Other noncurrent liabilities. This is estimated to be recognized over the next two years.

Third Party Products

Third party products revenue is generated from the sale of hotel rooms, rental cars, ticket attractions and co-brand marketing revenue.

Revenue from the sale of hotel rooms, rental cars, and ticket attractions is recognized at the time the product is utilized, such as the time a purchased hotel room is occupied. The Company follows accounting standards for determining whether it is a principal or an agent in revenue arrangements to determine the amount of revenue to be recognized for each element of a bundled sale involving air-related charges and third party products in addition to airfare. Revenue from the sale of third party products is recorded net (treatment as an agent) of amounts paid to wholesale providers, travel agent commissions, and transaction costs.

Pursuant to the co-brand agreement with Bank of America, the Company has various performance obligations collectively referred to as the marketing component. These obligations consist of use of the Company’s brand and access to its member lists, and certain other advertising and marketing elements. The marketing component is recorded as third party products revenue in the period in which points are awarded to the credit card holders.

Fixed Fee Contract Revenue

Fixed fee contract revenue consists of agreements to provide charter service on a year-round and ad hoc basis. Fixed fee contract revenue is recognized when the transportation is provided.

Other Revenue

Other revenue is generated from leased aircraft, engines, and other miscellaneous sources. Lease revenue is recognized ratably over the lease term.

Accounts Receivable

Accounts receivable, reflected on the accompanying Consolidated Balance Sheet, primarily consist of amounts due from credit card companies associated with passenger revenue. These receivables are short-term, generally settled within a few days of sale. Bad debt expense, which occurs in the form of credit card chargebacks, was not material in any period presented.

Taxes and Fees

Various taxes and fees, assessed on the sale of tickets to customers, are collected by the Company serving as an agent, and remitted to taxing authorities. These taxes and fees are not included as revenue in the Company’s consolidated statements of income and are recorded as a liability until remitted to the appropriate taxing authority.

Note 23 — Property and Equipment

Property and equipment (in thousands):


	As of June 30, 2017			As of December 31, 2016			As of March 31, 2018			As of December 31, 2017
Flight equipment, including pre-delivery deposits	$	1,518,072		$	1,377,829		$	1,668,984		$	1,539,433
Computer hardware and software	113,321			101,850			124,728			123,675
Other property and equipment	88,001			81,786			142,630			125,855
Total property and equipment	1,719,394			1,561,465			1,936,342			1,788,963
Less accumulated depreciation and amortization	(506,623		)	(466,151		)	(300,521		)	(276,548		)
Property and equipment, net	$	1,212,771		$	1,095,314		$	1,635,821		$	1,512,415

Note 34 — Long-Term Debt

Long-term debt and capital lease obligations (in thousands):

As of June 30, 2017 As of December 31, 2016
Fixed-rate notes payable due through 2020 $ 465,594
$ 465,748
Variable-rate notes payable due through 2027 411,875
342,526
Total long-term debt, net of related costs 877,469
808,274
Less current maturities, net of related costs 116,387
86,226
Long-term debt, net of current maturities and related costs $ 761,082
$ 722,048

Weighted average fixed-interest rate 5.41 % 5.41 %
Weighted average variable-interest rate 3.27 % 3.16 %



	As of March 31, 2018			As of December 31, 2017
Fixed-rate notes payable and capital lease obligations due through 2029	$	542,352		$	465,462
Variable-rate notes payable due through 2027	597,424			699,430
Total long-term debt and capital lease obligations, net of related costs	1,139,776			1,164,892
Less current maturities, net of related costs	154,850			214,761
Long-term debt and capital lease obligations, net of current maturities and related costs	$	984,926		$	950,131

Weighted average fixed-interest rate on debt	5.4		%	5.4		%
Weighted average variable-interest rate on debt	3.8		%	3.3		%

Maturities of long-term debt and capital lease obligations for the remainder of ~~2017~~2018 and for the next five years and thereafter, in the aggregate, are: remaining in ~~2017 - $45.8 million;~~ 2018 - ~~$154.4~~$129.9 million; 2019 - ~~$530.0~~$552.2 million; 2020 - ~~$64.5~~$99.8 million; 2021 - ~~$37.2~~$72.8 million; 2022 - $45.5 million; and ~~$45.6~~$239.6 million thereafter.

Secured Debt

During the three months ended March 31, 2018, the Company did not enter into any new loan agreements.

Senior Secured Revolving Credit Facility

In 2015, the ~~first six months~~Company, through a wholly owned subsidiary, entered into a senior secured revolving credit facility under which it was entitled to borrow up to $56.0 million. As of December 31, 2017, the balance under this facility was $41.3 million, net of related costs, with five Airbus aircraft included in the collateral pool. In March 2018, the Company ~~borrowed $134.5~~paid off the remaining balance under this facility.

On March 30, 2018, the Company amended this facility and will now be able to borrow up to $81.0 million ~~under loan agreements secured by nine~~based on the value of Airbus A320 ~~series aircraft.~~Series aircraft which the Company may choose to place in the collateral pool. The facility has a term of 24 months. Any notes under the facility will bear interest at a floating rate based on LIBOR plus 1.75 percent. An individual aircraft may remain in the collateral pool for up to two years. As of March 31, 2018, there was no balance on this credit facility.

General Unsecured Senior Notes

In June 2014, the Company completed an offering of $300.0 million aggregate principal amount of senior unsecured obligations (the "Notes") which will mature in July 2019. In December 2016, the Company completed an offering of an additional $150.0 million principal amount of these notes, which were issued at a ~~weighted average margin~~price of ~~1.68~~101.5 percent ~~and are~~of the principal amount, plus accrued interest from July 15, 2016. The Notes bear interest at a rate of 5.5 percent per year, payable in cash semi-annually, on January 15 and July 15 of each year.

The indenture pursuant to which the Notes were issued includes operating and financial restrictions on the Company. These restrictions limit or restrict, among other things, the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness; (ii) incur liens; (iii) make restricted payments (including paying dividends on, redeeming, repurchasing or retiring capital stock); (iv) make investments; and (v) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to various exceptions and qualifications under the terms of the indenture. As of December 31, 2017 and also March 31, 2018, the Company exceeded the consolidated total leverage ratio limit, which could affect the ability to make restricted payments in future periods after exhaustion of various exceptions. However, we do not expect this to have any impact on the restricted payments we routinely make in the ordinary course of business. The calculation is made on a quarterly ~~installments over five~~basis based on the trailing 12 months.

Capital Leases

The Company has capital lease obligations related to aircraft, which significantly impacted our recognized assets and liabilities as of March 31, 2018, but did not result in any material cash receipts or ~~ten years.~~cash payments during the quarter.

Note 45 — Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants.

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company uses the market approach valuation technique to determine fair value for investment securities. The assets classified as Level 1 consist of money market funds for which original cost approximates fair value. The assets classified as Level 2 consist of commercial paper, municipal debt securities, federal agency debt securities, US Treasury Bonds, and corporate debt securities, which are valued using quoted market prices or alternative pricing sources including transactions

involving identical or comparable assets and models utilizing market observable inputs. The Company has no investment securities classified as Level 3.

For those assets classified as Level 2 that are not in active markets, the Company obtains fair value from pricing sources using quoted market prices for identical or comparable instruments, and uses pricing models which include all significant observable inputs: maturity dates, issue dates, settlement dates, benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities, bids, offers and other market related data. These inputs are observable or can be derived from, or corroborated by, observable market data for substantially the full term of the asset.

The fair value of the Company's derivative instrument is determined using standard valuation models. The significant inputs used in these models are readily available in public markets or can be derived from observable market transactions and therefore have been classified as Level 2. Inputs used in these standard valuation models for derivative instruments include the applicable exchange and interest rates.

Financial instruments measured at fair value on a recurring basis (in thousands):


	As of June 30, 2017						As of December 31, 2016						As of March 31, 2018						As of December 31, 2017
	Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2
Cash equivalents
Commercial paper													$	33,473	$	—	$	33,473	$	27,910	$	—	$	27,910
Municipal debt securities	$	1,568	$	—	$	1,568	$	1,843	$	—	$	1,843	3,102		—		3,102		2,782		—		2,782
Money market funds	502		502		—		123		123		—		889		889		—		1,297		1,297		—
Federal agency debt securities	—		—		—		19,399		—		19,399
Total cash equivalents	2,070		502		1,568		21,365		123		21,242		37,464		889		36,575		31,989		1,297		30,692
Short-term
Corporate debt securities													122,875		—		122,875		107,878		—		107,878
Commercial paper													101,058		—		101,058		108,678		—		108,678
Municipal debt securities	143,273		—		143,273		78,826		—		78,826		76,381		—		76,381		101,290		—		101,290
Commercial paper	96,105		—		96,105		108,372		—		108,372
Corporate debt securities	69,897		—		69,897		76,570		—		76,570
Federal agency debt securities	10,840		—		10,840		3,895		—		3,895		39,529		—		39,529		31,428		—		31,428
US Treasury Bonds	3,002		—		3,002		1,606		—		1,606		1,419		—		1,419		3,407		—		3,407
Total short-term	323,117		—		323,117		269,269		—		269,269		341,262		—		341,262		352,681		—		352,681
Long-term
Corporate debt securities	106,134		—		106,134		25,048		—		25,048		55,874		—		55,874		60,396		—		60,396
Federal agency debt securities													17,137		—		17,137		5,775		—		5,775
Municipal debt securities	29,378		—		29,378		72,623		—		72,623		9,658		—		9,658		9,405		—		9,405
Federal agency debt securities	24,257		—		24,257		24,160		—		24,160
US Treasury Bonds													2,990		—		2,990		2,994		—		2,994
Derivative instruments	780		—		780		1,660		—		1,660		107		—		107		282		—		282
US Treasury Bonds	—		—		—		3,003		—		3,003
Total long-term	160,549		—		160,549		126,494		—		126,494		85,766		—		85,766		78,852		—		78,852
Total financial instruments	$	485,736	$	502	$	485,234	$	417,128	$	123	$	417,005	$	464,492	$	889	$	463,603	$	463,522	$	1,297	$	462,225

The fair value of the Company’s publicly held long-term debt is determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized its publicly held debt as Level 2. The remaining debt agreements are not publicly held. The Company has determined the estimated fair value of these notes to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable and, therefore, could be sensitive to changes in inputs. The Company utilizes the discounted cash flow method to estimate the fair value of Level 3 debt.

Carrying value and estimated fair value of long-term debt, including current maturities and without reduction for related costs (in thousands):


	As of June 30, 2017				As of December 31, 2016					As of March 31, 2018				As of December 31, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Hierarchy Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Hierarchy Level
Publicly held debt	$	451,750	$	469,820	$	452,179	$	468,005	2	$	451,107	$	459,001	$	451,321	$	462,604	2
Non-publicly held debt	430,631		402,628		360,999		340,866		3	616,974		555,099		719,681		660,065		3
Total long-term debt	$	882,381	$	872,448	$	813,178	$	808,871		$	1,068,081	$	1,014,100	$	1,171,002	$	1,122,669

Due to the short-term nature, carrying amounts of cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximate ~~fair value.~~

~~Note 5 — Derivative Instruments~~

The Company entered into a foreign currency swap in order to mitigate the foreign currency exchange rate risk associated with the forecasted lease revenue from 12 Airbus A320 series aircraft leased to a European carrier until 2018. The Company uses a cash flow hedge to minimize the variability in cash flows of assets, liabilities and forecasted transactions caused by fluctuations in foreign currency exchange rates. For the six months ended June 30, 2017, the net change in fair value recorded in accumulated other comprehensive income related to an unrealized loss on the hedge was $0.6 million compared to $0.3 million for the six months ended June 30, 2016.

At inception, the Company formally designated and documented this financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the strategy for undertaking the hedge transaction. The Company also assessed whether the financial instrument used in the hedging transactions was effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. This assessment is monitored on at least a quarterly basis, and the change in fair market value of any ineffective portion of a financial instrument would be immediately recognized into earnings. For each of the six months ended June 30, 2017 and June 30, 2016, the Company realized $0.5 million in gains from its cash flow hedge into Other revenue. As of June 30, 2017, the Company expects $0.5 million to be reclassified from Other comprehensive income into Other revenue within the next 12 months.

At June 30, 2017, the fair value of the Company's derivative instrument was $0.8 million compared to $1.7 million at December 31, 2016, and is reported in the Company's consolidated balance sheet within deposits and other assets. Refer to Note 4 - Fair Value Measurements for additional information related to the estimated fair value.

Note 6 — Shareholders’ Equity

The Company is authorized by the Board of Directors to acquire its stock through open market purchases under its share repurchase program. As repurchase authority is used, the Board of Directors has, to date, authorized additional expenditures for share repurchases.

~~Share~~

For the three months ended March 31, 2018, the Company had no open market share repurchases. For the three months ended March 31, 2017, open market share repurchases consisted of the ~~following during the periods indicated:~~following:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2018	2017
Shares repurchased (not in thousands)(1)	589,057		55,148		604,497		369,997		None	15,440
Average price per share	$	142.16	$	139.08	$	142.66	$	166.70	NA	$	161.92
Total (in thousands)	$	83,740	$	7,670	$	86,240	$	61,679	None	$	2,500

(1) Share amounts shown above include only open market repurchases and do not include shares withheld from employees for tax withholding obligations related to restricted stock vestings.

During the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, the Company declared and paid recurring cash dividends of ~~$1.40~~$0.70 per share, or ~~$23.2~~$11.3 million.

Note 7 — Earnings per Share

Basic and diluted earnings per share are computed pursuant to the two-class method. Under this method, the Company attributes net income to two classes: common stock and unvested restricted stock. Unvested restricted stock awards granted to employees under the Company’s Long-Term Incentive Plan are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock.

Diluted net income per share is calculated using the more dilutive of the two methods. Under both methods, the exercise of employee stock options is assumed using the treasury stock method. The assumption of vesting of restricted stock, however, differs:


1.	Assume vesting of restricted stock using the treasury stock method.


2.	Assume unvested restricted stock awards are not vested, and allocate earnings to common shares and unvested restricted stock awards using the two-class method.

For the three ~~and six~~ months ended ~~June 30, 2017,~~March 31, 2018, the second method, which assumes unvested awards are not vested, was used in the computation because it was more dilutive than the first method.

The following table sets forth the computation of net income per share, on a basic and diluted basis, for the periods indicated (share count and dollar amounts other than per-share amounts in table are in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Basic:
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	55,193		$	42,351
Less net income allocated to participating securities	(780		)	(350		)	(1,461		)	(758		)	(768		)	(694		)
Net income attributable to common stock	$	47,695		$	60,497		$	88,646		$	132,069		$	54,425		$	41,657
Net income per share, basic	$	2.94		$	3.68		$	5.44		$	7.98		$	3.43		$	2.54
Weighted-average shares outstanding	16,198			16,420			16,290			16,549			15,889			16,382
Diluted:
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	55,193		$	42,351
Less net income allocated to participating securities	(779		)	(350		)	(1,459		)	(757		)	(768		)	(693		)
Net income attributable to common stock	$	47,696		$	60,497		$	88,648		$	132,070		$	54,425		$	41,658
Net income per share, diluted	$	2.94		$	3.68		$	5.43		$	7.97		$	3.42		$	2.54
Weighted-average shares outstanding	16,198			16,420			16,290			16,549			15,889			16,382
Dilutive effect of stock options and restricted stock	71			36			92			42			46			91
Adjusted weighted-average shares outstanding under treasury stock method	16,269			16,456			16,382			16,591			15,935			16,473
Participating securities excluded under two-class method	(49		)	(14		)	(65		)	(17		)	(37		)	(68		)
Adjusted weighted-average shares outstanding under two-class method	16,220			16,442			16,317			16,574			15,898			16,405

For the three ~~and six~~ months ended ~~June 30, 2017,~~March 31, 2018, anti-dilutive shares excluded from the calculation of earnings per share were ~~62,605 and 45,940 (shares not~~1,463 shares (not in thousands)~~, respectively.~~.

Note 8 — Commitments and Contingencies

As of ~~June 30, 2017,~~March 31, 2018, the Company had firm commitments to purchase the following aircraft:



Aircraft Type		Number of Aircraft Under Contract
Airbus A319		41
Airbus A320		2113

In addition, the Company has entered into lease agreements for an additional 13 Airbus A320 aircraft, three of which have been delivered but were not in service as of March 31, 2018. The remaining 10 aircraft are expected to be delivered by the end of 2018.

Future minimum fixed payments for the Company's commitments related to the acquisition of aircraft (including aircraft lease obligations), airport fees under use and lease agreements, and other operating lease obligations are as follows as of ~~June 30, 2017~~March 31, 2018 (in thousands):


	As of June 30, 2017		As of March 31, 2018
Remaining in 2017	$	262,010
2018	139,079
Remaining in 2018			$	128,042
2019	112,040		124,842
2020	74,306		69,488
2021	33,047		28,582
2022			25,004
Thereafter	230,593		164,987
Total commitments	$	851,075	$	540,945

Contingencies

The Company is subject to certain legal and administrative actions it considers routine to its business activities. The Company believes the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on its financial position, liquidity or results of operations.

Note 9 — Related Party Transactions

~~The~~During the three months ended March 31, 2018, the Company previously entered into a lease agreement for approximately 70,000 square feet of office space in a building in which the Company’s Chairman and Chief Executive Officer ("CEO") and the Company's President owned minority interests as limited partners. The Company exercised its optiondid not make any payments to ~~terminate the lease effective in May 2015 and paid $1.3 million in January 2016 in settlement of~~ related ~~litigation.~~parties.

Entities owned or controlled by the Company's Chairman and CEO have been paid for the building of corporate training content. This approach to training focuses on concept mastery, recognizing that individuals learn at varying paces, through different styles, and is designed to ensure the trainee fully understands each module before moving on to more advanced training. During the ~~six~~three months ended ~~June 30,~~March 31, 2017, ~~and 2016,~~ the Company made payments to these entities of $0.2 ~~million and $1.4 million, respectively, and no~~million. No further payments are expected.

~~Note 10 — Subsequent Events~~

In July 2017, the Company borrowed $68.0 million under loan agreements secured by two Airbus A320 series aircraft. The notes bear interest at a floating rate based on LIBOR plus an average margin of 1.50 percent and are payable in quarterly installments through July 2027.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents factors that had a material effect on our results of operations during the three ~~and six~~ months ended ~~June 30, 2017~~March 31, 2018 and ~~2016.~~2017. Also discussed is our financial position as of ~~June 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017. You should read this discussion in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2017. This discussion and analysis contains forward-looking statements. Please

refer to the section below entitled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

~~SECOND~~FIRST QUARTER REVIEW

Highlights:

Added ~~five~~four Airbus A320 series aircraft into service and retired ~~two~~five MD-80 aircraft;

~~entered into a lease agreement~~experienced year-over-year load factor improvements for ~~13 Airbus A320 series aircraft to be delivered~~each month during the quarter, with an overall 2.9 percentage point increase in ~~2017 and 2018, which will solidify~~load factor for the ~~plan to retire all MD-80 aircraft by the end of 2019;~~quarter;

operating ~~382~~margin remained relatively flat year over year, with less than a one percentage point decline, despite a 20.4 percent increase in the average fuel cost per gallon;

significant operational improvements, as we ranked among the the top three airlines for having the lowest cancellation rates in the industry for both January and February 2018;

paid recurring cash dividends of $11.3 million during the quarter; and

operating 390 routes as of ~~quarter end~~quarter-end versus ~~342~~358 at the same point in ~~2016, and started service on 24 new routes during the quarter;~~

~~returned $83.7 million to shareholders through open market stock repurchases;~~

~~paid quarterly recurring cash dividends of $11.5 million during the quarter, $23.2 million year to date; and~~

~~raised $112.5 million in debt.~~2017.

AIRCRAFT

The following table sets forth the aircraft in service and operated by us as of the dates indicated:


	June 30, 2017	December 31, 2016	June 30, 2016	March 31, 2018	December 31, 2017	March 31, 2017
MD-80	45	47	49	32	37	47
B757-200	2	4	5	—	—	2
A319 (1)	20	17	15	26	22	19
A320 (2)	21	16	16	30	30	17
Total	88	84	85	88	89	85

(1) ~~Excludes 12~~Does not include eight A319 aircraft on lease to a European carrier ~~until~~and two that have been returned from lease but were not yet in service as of March 31, 2018.

(2) ~~Excludes one~~Does not include eight A320 aircraft ~~currently being prepared~~ for ~~revenue~~which we have taken delivery but were not yet in service as of ~~June 30, 2017.~~March 31, 2018.

As of ~~June 30, 2017,~~March 31, 2018, we had firm commitments to purchase 2514 Airbus A320 series aircraft and had executed lease agreements for 1310 Airbus A320 series aircraft ~~for~~ which we have ~~not~~ yet ~~taken delivery.~~to be delivered. We expect delivery of 1416 of these committed aircraft in ~~the second half of 2017~~2018 and the remaining aircraft in ~~2018 through~~2019 and 2020. We ~~continuously~~continually consider aircraft acquisitions on an opportunistic basis.

Fleet Plan

The below table indicates the number of aircraft expected to be in service as of the dates indicated, based on currently scheduled additions to, and retirements from, our operating fleet.


	As of September 30, 2017	As of December 31, 2017	As of June 30, 2018	As of September 30, 2018	As of December 31, 2018
MD-80	40	37	27	19	—
B757-200	2	—
A319	21	22	31	31	32
A320	25	29	41	45	50
Total	88	88	99	95	82

NETWORK

Our operating network as of ~~June 30, 2017~~March 31, 2018 represents an ~~11.7~~8.9 percent increase in the number of routes flown compared to ~~June 30, 2016.~~March 31, 2017. Our total number of ~~under-served~~origination cities and leisure destinations were 98 and ~~20, compared with 95 and~~ 19 as of ~~June 30, 2017~~March 31, 2018, compared with 97 and ~~2016, respectively.~~20 as of March 31, 2017. As of ~~July 14, 2017,~~May 1, 2018, we were selling ~~408~~419 routes.

TRENDS

In continuing with our fleet transition ~~plan,~~to an all-Airbus fleet, we added ~~five~~four Airbus A320 series aircraft to our operating fleet during the ~~second~~first quarter ~~2017, including our first two newly manufactured aircraft.~~of 2018. Airbus aircraft flew ~~55.4~~72.4 percent of our ~~system~~scheduled service ASMs for the quarter, ~~and we~~compared to 52.6 percent for the same time period in 2017. We expect ~~ten~~26 more Airbus A320 series aircraft to be placed in service by the end of 2017. Average block hours per aircraft has increased by 12.5 percent quarter over quarter due to increased flying of Airbus aircraft as well as our mix of off-peak flying. Off-peak flying accounted for nearly 29 percent of ASMs for the first two quarters in 2017, versus approximately 26 percent for the same period in 2016.2018.

WeIn conjunction with the fleet transition, we retired ~~two~~five MD-80 aircraft during the quarter and expect to retire ~~eight more~~the remaining 32 MD-80 ~~aircraft and our two remaining Boeing 757-200~~ aircraft by the end of ~~2017. Our scheduled~~2018. Although the number of aircraft in our fleet will decline by the end of the year with the retirement of all of our MD-80 ~~retirements could be accelerated if unexpected major maintenance were~~aircraft, we intend to ~~be needed.~~continue to increase our capacity and network as we have higher utilization rates on our Airbus fleet.

~~Irregular operations,~~We have seen significant improvements in our operations. According to the most recent Department of Transportation (DOT) statistics, we ranked among the the top three airlines for having the lowest cancellation rates in the industry for both January and February 2018. We have company initiatives to engage every employee in the goal of improving operations. Additionally, we expect to gain operational efficiencies as ~~well as costs necessary to effectively~~we transition to a single fleet type, have contributed to increased costs during the second quarter 2017. Costs associated with these needs, such as higher pilot staffing levels to support our flight schedule with three separate aircraft types, while continually training additionalan all Airbus ~~pilots to support the growing number of operating Airbus aircraft, will continue until the fleet transition nears completion.~~fleet.

~~During~~Our customer satisfaction has improved. Travel & Leisure Magazine recently announced we finished third in its 2017 American Customer Satisfaction Index of the American airline industry, ahead of all three legacy carriers. The magazine reported we had the highest jump in score from the prior year of all airlines in the report.

In April 2018, CBS aired a 60 Minutes segment critical of our safety and the FAA oversight of our operations. We believe the report was misleading, misrepresented our safety culture at that time and now, and mostly ignored the substantial improvement in the reliability of our operations since the events reported. In the wake of this segment, our rate of cancellations increased and bookings declined. Within a matter of a few weeks after the story aired, cancellations and bookings returned to more normal levels. Although we do not believe the impact of this story will have a material effect on our results of operations, it is not known whether there will be any lingering effect on our business.

The continued roll out of our new revenue management system has had positive results. We have seen five consecutive months of year-over-year load factor improvements. Our overall scheduled service load factor for the first quarter 2018 was 85.1 percent compared to 82.2 percent for the first quarter 2017.

As of March 31, 2018, we ~~announced 28~~were offering service on 142 medium-sized city routes compared to 101 as of the same date in 2017. We have 29 new routes expected to begin in the second ~~half of 2017,~~quarter, including service into ~~three new~~our newest cities - ~~Milwaukee, Wisconsin; Norfolk, Virginia;~~Nashville, Tennessee; Sarasota/Bradenton, Florida; and ~~Gulfport, Mississippi. As of~~Charleston, South Carolina.

Planning and development for Sunseeker Resorts is ongoing. Construction is expected to begin in June ~~30, 2017, we were offering service on 123 medium-sized city routes compared to 87 as~~2018, with the opening of the same date in 2016. Our East Coast presence continues to be an area of focus, with 62.3 percent of scheduled service ASMs represented by Eastern markets, and we have commenced seasonal service to Destin, Florida, our newest base.resort planned for early 2020.

The collective bargaining agreement reached with the International Brotherhood of Teamsters for our pilots became effective on August 1, 2016. Incremental expense related to the initial year of this agreement (including head count increases) in the first half of 2017 was approximately $31 million. We will continue to see incremental expense for this agreement over the remainder of the five-year agreement term.

~~We have two employee groups which~~Our flight dispatchers have voted for union representation and ~~with which~~negotiations began in February 2017, but we have yet to reach ~~agreement - flight attendants and flight dispatchers. These~~an agreement. There are approximately 40 employees ~~make up approximately 31 percent of our total~~in this employee ~~base.~~group. Any labor actions following an inability to reach a collective bargaining ~~agreements~~agreement with ~~these~~this employee ~~groups~~group could ~~materially~~ impact our operations during the continuance of any such activity. Any labor agreement reached following negotiations would also likely increase our operating costs.

In March 2018, our maintenance technicians, who represent approximately nine percent of our total employee base (approximately 340 employees), voted for union representation by the International Brotherhood of Teamsters (IBT). Negotiations for an agreement with this group will begin in the near future.

RESULTS OF OPERATIONS

Comparison of three months ended ~~June 30, 2017~~March 31, 2018 to three months ended ~~June 30, 2016~~March 31, 2017

Operating Revenue

~~Scheduled service~~Passenger revenue. ~~Scheduled~~Passenger revenue now includes both scheduled service revenue ~~for~~and air-related ancillary revenue, due to the ~~second~~implementation of the New Revenue Standard. For the first quarter ~~2017~~2018, passenger revenue increased ~~16.7~~14.1 percent compared to ~~2016.~~2017. The increase was ~~primarily~~ driven by a ~~14.6~~15.2 percent increase in scheduled service passengers ~~aided~~offset by ana 1.0 percent decrease in scheduled service average fare. The increase in scheduled service ~~average base fare.~~passengers is due to a 9.5 percent increase in departures and a 2.9 percentage point increase in load factor.

~~Ancillary air-related charges~~.Third party products revenue. ~~Ancillary air-related charges~~Third party product revenue for the ~~second~~first quarter ~~2017 increased 13.0~~2018 decreased 19.0 percent overall compared to ~~2016,~~2017, due mostly to the increase in scheduled service passengers. The increase was slightly diluted by a 1.4 percent decrease in average ancillary air-related fare per passenger which correlates with a 3.1 percent reduction in stage length, as shorter trips tend to produce lower ancillary charges.

~~Ancillary third party revenue.~~ ~~Ancillary third party~~allocation of certain revenue ~~increased 19.5 percent for the second quarter 2017 compared to 2016 due to revenue generated from~~components of our Allegiant World Mastercard® co-branded credit card, ~~program which launched in third quarter 2016.~~whereby $3.6 million of the revenue related to the travel component was reclassified into passenger revenue. This ~~increase from co-branded credit card revenue~~decrease was slightly offset by ~~a decrease in net~~ revenue ~~from third party products (hotel rooms,~~

on rental cars, ~~attraction and show tickets) driven by a 7.5~~which increased 20.5 percent ~~and 5.5 percent decrease in hotel room nights and rental car days, respectively. Overall, there was a 4.3 percent increase in ancillary third party revenue per passenger~~ year over year.

Fixed fee contract revenue. Fixed fee contract revenue for the ~~second~~first quarter ~~2017 increased $4.3 million~~2018 decreased 6.2 percent from ~~2016~~2017. This was planned and expected due ~~mostly~~ to ~~increased~~less availability of aircraft for charter flying ~~for both the Department of Defense and under~~during our ~~Apple Vacations charter.~~fleet transition.

Operating Expenses

We primarily evaluate our expense management by comparing our costs per passenger and per ASM across different periods, which enables us to assess trends in each expense category. The following table presents operating expense per passenger for the indicated periods. The table also presents operating expense per passenger, excluding fuel, a statistic which gives management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors beyond our control.

Three Months Ended June 30, Percent
2017 2016 Change
Aircraft fuel* $ 25.83
$ 20.85
23.9 %
Salary and benefits 27.89
23.82
17.1
Station operations 11.80
11.58
1.9
Maintenance and repairs 8.66
10.17
(14.8 )
Depreciation and amortization 9.11
8.82
3.3
Sales and marketing 3.89
1.85
110.3
Aircraft lease rentals 0.73
0.08
NM
Other 7.49
6.34
18.1
Operating expense per passenger* $ 95.40
$ 83.51
14.2 %
Operating expense per passenger, excluding fuel $ 69.57
$ 62.66
11.0 %

*Includes effect of $8.3 million fuel tax refunds in the second quarter of 2016.

~~NM - Not meaningful~~



	Three Months Ended March 31,				Percent
	2018		2017		Change
Aircraft fuel	$	32.10	$	29.38	9.3	%
Salary and benefits	34.20		33.42		2.3
Station operations	11.38		11.05		3.0
Maintenance and repairs	5.83		10.45		(44.2	)
Depreciation and amortization	8.52		10.60		(19.6	)
Sales and marketing	5.78		4.63		24.8
Aircraft lease rentals	0.01		0.06		(83.3	)
Other	6.78		6.72		0.9
Operating expense per passenger	$	104.60	$	106.31	(1.6	)%
Operating expense per passenger, excluding fuel	$	72.50	$	76.93	(5.8	)%

The following table presents unit costs on a per ASM basis, or CASM, for the indicated periods. As on a per-passenger basis, excluding fuel on a per ASM basis provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility.

Three Months Ended June 30, Percent
2017 2016 Change
Aircraft fuel*
2.38 ¢
1.89 ¢ 25.9 %
Salary and benefits 2.57
2.16
19.0
Station operations 1.09
1.05
3.8
Maintenance and repairs 0.80
0.92
(13.0 )
Depreciation and amortization 0.84
0.80
5.0
Sales and marketing 0.36
0.17
111.8
Aircraft lease rentals 0.07
0.01
NM
Other 0.69
0.56
23.2
CASM*
8.80 ¢
7.56 ¢ 16.4 %
Operating CASM, excluding fuel
6.42 ¢
5.67 ¢ 13.2 %

*Includes effect of $8.3 million fuel tax refunds in the second quarter of 2016.

~~NM - Not meaningful~~



	Three Months Ended March 31,						Percent
	2018			2017			Change
Aircraft fuel		2.84	¢		2.51	¢	13.1	%
Salary and benefits	3.03			2.85			6.3
Station operations	1.01			0.94			7.4
Maintenance and repairs	0.52			0.89			(41.6	)
Depreciation and amortization	0.75			0.90			(16.7	)
Sales and marketing	0.51			0.40			27.5
Other	0.61			0.58			5.2
CASM		9.27	¢		9.07	¢	2.2	%
Operating CASM, excluding fuel		6.43	¢		6.56	¢	(2.0	)%

Aircraft fuel expense. Aircraft fuel expense increased ~~42.3~~25.2 percent for the ~~second~~first quarter ~~2017~~2018 compared to ~~2016. Excluding one-time, $8.3 million fuel tax refunds in the second quarter of 2016, fuel expense would have increased 25.0 percent year over year and~~2017 as the system average fuel cost per gallon ~~would have~~ increased by ~~10.3 percent. Additionally, there was~~20.4 percent, coupled with a ~~12.9~~3.8 percent increase in system fuel gallons consumed on a 10.4 percent increase in system ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 6.4 percent year over year, due to ~~an increase in total system capacity of 12.7 percent.~~increased flying on our Airbus aircraft which are more fuel efficient.

Salary and benefits expense. Salary and benefits expense increased ~~$23.7~~$16.7 million or ~~34.5~~17.3 percent for the ~~second~~first quarter ~~2017~~2018 when compared to the same period last year. The increase is largely attributable to ~~$16.8 million in incremental expense related to the collective bargaining agreement with our pilots, which went into effect in August 2016, as well as costs associated with~~ a ~~12.4~~6.8 percent increase in the number of full-time equivalent employees needed to support additional operating aircraft and the transition to a single fleet type. Additionally, ~~stock compensation expense~~the collective bargaining agreement with our flight attendants went into effect January 1, 2018. In conjunction with this agreement, flight attendant salaries increased ~~incrementally~~an average of 14 percent year over year. There were also annual salary increases for our pilots, as dictated by ~~$1.9 million related to management equity grants which were not in place in second quarter 2016.~~their collective bargaining agreement.

Station operations expense. Station operations expense for the ~~second~~first quarter ~~2017~~2018 increased ~~17.0~~18.1 percent on a ~~17.0~~9.5 percent increase in scheduled service departures compared to the same period in ~~2016.~~2017. The increase in expense outpaced the increase in departures due to expired incentives and an increase in various supplementary station expenses.

Maintenance and repairs expense. Maintenance and repairs expense for the ~~second~~first quarter ~~2017~~2018 decreased ~~2.1~~$10.8 million, or 36.0 percent compared to the same period in ~~2016. This~~2017. The year-over-year decrease is ~~mostly~~largely due to ~~a decrease in~~nine fewer heavy maintenance events performed on our MD-80 series aircraft, which are being systematically retired from our operating fleet. The cost of major maintenance ~~expense~~events for our MD-80 aircraft, as there was a higher number of events in the prior year because the number of MD-80 aircraft in service was higher in the second quarter 2016. This decrease was partially offset by an increase in expenses related to parts repairs and routine maintenance in the current quarter. We expect routine maintenance expenses for our used Airbus aircraft ~~to increase over time as repair costs for~~is deferred in accordance with the deferral method of accounting and the amortization of these ~~aircraft are generally more expensive than similar maintenance for our MD-80 aircraft.~~expenses is included under depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the ~~second~~first quarter ~~2017 increased 18.6~~2018 decreased $2.4 million, or 7.9 percent, ~~compared~~year over year. The decrease is largely due to ~~2016. Depreciation expense for~~ the ~~remainder of 2017 will continue to outpace 2016 as~~ retirement of our MD-80 aircraft. As a result of the

impairment charge taken on our MD-80 fleet in fourth quarter 2017, we no longer have aircraft ~~has been accelerated~~depreciation expense associated with this fleet type. Depreciation expense related to ~~2019 or earlier. We also~~the MD-80 aircraft for the three months ended March 31, 2017 was $6.4 million.

This decrease in depreciation and amortization expense was partially offset by higher incremental monthly depreciation expense associated with our Airbus aircraft, as we continue to add Airbus aircraft into ~~service which result~~service. Depreciation expense related to the ownership of the Airbus A320 series aircraft was $18.2 million for the first quarter 2018 compared to $12.8 million for the same period in ~~higher incremental monthly depreciation expense than our MD-80s.~~2017. Amortization of major maintenance costs under the deferral method of accounting for the Airbus aircraft was $2.5 million for the first quarter 2018 compared to $1.3 million for the first quarter 2017.

Sales and marketing expense. Sales and marketing expense for the ~~second~~first quarter ~~2017~~2018 increased ~~$7.5~~$5.7 million compared to the same period in ~~2016,~~2017, mostly due to an increase in net credit card fees paid by us. We previously charged for credit card fee reimbursement (a fee charged to customers for using a credit card) at zero margin, which was applied as a reduction to sales and marketing expense, and the net amount paid by us for credit card fees was reduced. We discontinued the charge for credit card fee reimbursement in January 2017, although this charge still applies to travel booked up to the discontinuation date. Credit card fee reimbursements for the second quarter (which were recorded as reductions of sales and marketing expense) declined to $0.6 million from $6.3 million in the second quarter 2016, accounting for the majority of the increase in this line item year over year.

~~Aircraft lease rentals expense.~~ Aircraft lease rentals expense for the second quarter 2017 increased $2.2 million compared to 2016 due to subservice flights needed for irregular operations. We do not currently have operating aircraft under lease.

~~Other operating expense.~~ Other operating expense for the second quarter 2017 increased $6.5 million compared to 2016. The increase in expense is due to increased flight crew training needed to support our growing operating fleet and network, as well as losses taken on the disposal of assets.

~~Income Tax Expense~~

Our effective tax rate remained relatively flat quarter over quarter, at 38.1 percent for the three months ended June 30, 2017, compared to 38.0 percent for the three months ended June 30, 2016. While we expect our tax rate to be fairly consistent in the near term, it will vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items during interim periods may also affect our tax rates.

~~Comparison of six months ended June 30, 2017 to six months ended June 30, 2016~~

~~Operating Revenue~~

~~Scheduled service revenue~~. Scheduled service revenue for the six months ended June 30, 2017 increased 10.7 percent compared with 2016. The increase was mostly the result of a 12.8 percent increase in scheduled service passengers offset by a 1.8 percent decrease in scheduled service average base fare, which was affected by a 24.2 percent increase in off-peak capacity period over period.

~~Ancillary air-related charges~~. Ancillary air-related charges for the six months ended June 30, 2017 increased 10.9 percent compared with 2016 due mostly to the increase in scheduled service passengers. These effects were diluted by a 1.7 percent decrease in ancillary air-related charges per passenger as items such as bag fees tend to decrease in correlation with a shorter stage length and lower base fare.

~~Ancillary third party revenue.~~ Ancillary third party revenue for the six months ended June 30, 2017 increased $3.8 million over the same period in 2016 due to revenue generated from our co-branded credit card program which launched in third quarter 2016. This increase from co-branded credit card revenue was slightly offset by a decrease in net revenue from third party products (hotel rooms, rental cars, attraction and show tickets), partially driven by a 5.4 percent decrease in hotel room nights. Overall, there was a 3.0 percent increase in ancillary third party revenue per passenger year over year.

~~Fixed fee contract revenue.~~ Fixed fee contract revenue for the six months ended June 30, 2017 increased $8.8 million compared with 2016, due to increased flying for both the Department of Defense and under our Apple Vacations charter.

~~Operating Expenses~~

~~The following table presents operating expense per passenger for the indicated periods:~~

Six Months Ended June 30, Percent
2017 2016 Change
Aircraft fuel* $ 27.48
$ 20.77
32.3 %
Salary and benefits 30.47
25.18
21.0
Station operations 11.45
11.71
(2.2 )
Maintenance and repairs 9.49
10.19
(6.9 )
Depreciation and amortization 9.81
9.15
7.2
Sales and marketing 3.69
2.03
81.8
Aircraft lease rentals 0.41
0.08
NM
Other 7.13
6.40
11.4
Operating expense per passenger* $ 99.93
$ 85.51
16.9 %
Operating expense per passenger, excluding fuel $ 72.45
$ 64.74
11.9 %

*Includes effect of $8.3 million fuel tax refunds in the second quarter of 2016.

~~NM - Not meaningful~~

~~The following table presents unit costs on a per ASM basis, defined as Operating CASM, for the indicated periods:~~

Six Months Ended June 30, Percent
2017 2016 Change
Aircraft fuel*
2.44 ¢
1.84 ¢ 32.6 %
Salary and benefits 2.71
2.23
21.5
Station operations 1.02
1.04
(1.9 )
Maintenance and repairs 0.84
0.90
(6.7 )
Depreciation and amortization 0.87
0.81
7.4
Sales and marketing 0.33
0.18
83.3
Aircraft lease rentals 0.04
0.01
NM
Other 0.63
0.56
12.5
CASM*
8.88 ¢
7.57 ¢ 17.3 %
Operating CASM, excluding fuel
6.44 ¢
5.73 ¢ 12.4 %

*Includes effect of $8.3 million fuel tax refunds in the second quarter of 2016.

~~NM - Not meaningful~~

~~Aircraft fuel expense.~~ Aircraft fuel expense increased 49.6 percent for the six months ended June 30, 2017 compared to the same period in 2016. Excluding the effect of one-time $8.3 million in fuel tax refunds in the second quarter 2016, fuel expense would have increased 39.4 percent and the system average fuel cost per gallon would have increased by 23.9 percent. Additionally, there was a 12.9 percent increase in system fuel gallons consumed due to an increase in total system capacity of 12.6 percent.

~~Salary and benefits expense.~~ Salary and benefits expense increased $50.8 million or 36.8 percent for the six months ended June 30, 2017 compared to the same period in 2016. The increase is largely attributable to $31.0 million in incremental expense related to the collective bargaining agreement with our pilots, which went into effect in August 2016, as well as costs associated with a 12.4 percent increase in the number of full-time equivalent employees needed to support additional operating aircraft and the transition to a single fleet type. Additionally, stock compensation expense increased incrementally by $4.4 million related to management equity grants which were not in place in the first half of 2016.

~~Station operations expense.~~ Station operations expense for the six months ended June 30, 2017 increased 10.6 percent on a 17.0 percent increase in scheduled service departures compared to the same period in 2016. Decreases in various supplementary station expenses contributed to growth in departures outpacing the increase in expense.

~~Maintenance and repairs expense~~. Maintenance and repairs expense for the six months ended June 30, 2017 increased 5.4 percent compared with the same period in 2016, due primarily to a 2.4 percent increase in average number of aircraft in service as well as incremental expenses related to parts repairs and routine maintenance on our Airbus aircraft. We expect routine maintenance expenses for our used Airbus aircraft to increase over time as repair costs for these aircraft are generally more expensive than similar maintenance for our MD-80 aircraft.

~~Depreciation and amortization expense~~. Depreciation and amortization expense for the six months ended June 30, 2017 increased by 21.2 percent, compared to the same period in 2016. Depreciation expense for the remainder of 2017 will continue to outpace 2016 as retirement of our MD-80 aircraft has been accelerated to 2019 or earlier. We have also added ten Airbus aircraft into service as of June 30, 2017 when compared to the same date in 2016, which results in higher incremental monthly depreciation expense than our MD-80s. Additionally, this expense was affected by major maintenance amortization for our Airbus aircraft in accordance with the deferral method of accounting. Prior to June 2016, we had not incurred any major maintenance costs on our Airbus aircraft.

~~Sales and marketing expense.~~ Sales and marketing expense for the six months ended June 30, 2017 increased $11.7 million compared to the same period in 2016, mostly due to an increase in net credit card fees paid by us. We previously charged for credit card fee reimbursement (a fee charged to customers for using a credit card) at zero margin, which was applied as a reduction to sales and marketing expense, and the net amount paid by us for credit card fees was reduced. We discontinued the charge for credit card fee reimbursement in January 2017, although this charge still applies to travel booked up to the discontinuation date. Consequently, credit card fee reimbursements for the first half of 2017 (which were recorded as reductions of sales and marketing expense) declined to $4.0 million from $13.2 million in the first half of 2016.paid. There were also year-over-year increased expenses related to various marketing initiatives for our growing network.

~~Aircraft lease rentals expense.~~ Aircraft lease rentals expense for the six months ended June 30, 2017 increased $2.1 million compared to the same period in 2016 due to additional subservice flights needed for irregular operations in the second quarter 2017. We do not currently have operating aircraft under lease.

~~Other expense.~~ Other operating expense for the six months ended June 30, 2017 increased $9.2 million compared to 2016. The increase is partially due to losses recorded on disposed aircraft parts in 2017 compared to a gain of over $2.0 million recorded on an engine sale in 2016. Additionally, property taxes on higher asset amounts, and expenses related to crew training in 2017 to support our fleet transition and network growth, also increased year over year.

Income Tax Expense

Our effective tax rate ~~remained flat at 37.6~~was 20.5 percent for ~~each of~~ the ~~six~~three months ended ~~June 30, 2017 and 2016.~~March 31, 2018, compared to 37.0 percent for the three months ended March 31, 2017. The effective tax rate for the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 differed from the statutory federal income tax rate of ~~35.0~~21.0 percent primarily due to ~~executive compensation deduction limitations as well as~~the dissolution of foreign subsidiaries, offset by state ~~and foreign~~ taxes. While we expect our tax rate to be fairly consistent in the near term, it will vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items during interim periods may also affect our tax rates.

Comparative Consolidated Operating Statistics

The following tables set forth our operating statistics for the periods indicated:


	Three Months Ended June 30,						Percent		Three Months Ended March 31,						Percent
	2017			2016			Change*		2018			2017			Change (1)
Operating statistics (unaudited):
Total system statistics:
Passengers	3,306,193			2,878,460			14.9		3,302,951			2,881,248			14.6
Revenue passenger miles (RPMs) (thousands)	2,958,808			2,665,753			11.0		3,094,805			2,708,498			14.3
Available seat miles (ASMs) (thousands)	3,584,209			3,178,904			12.7		3,728,563			3,376,837			10.4
Load factor	82.6		%	83.9		%	(1.3	)	83.0		%	80.2		%	2.8
Operating expense per ASM (CASM) (cents)***	8.80			7.56			16.4
Fuel expense per ASM (cents)***	2.38			1.89			25.9
Operating expense per ASM (CASM) (cents)									9.27			9.07			2.2
Fuel expense per ASM (cents)									2.84			2.51			13.1
Operating CASM, excluding fuel (cents)	6.42			5.67			13.2		6.43			6.56			(2.0	)
ASMs per gallon of fuel	71.9			72.0			(0.1	)	76.7			72.1			6.4
Departures	24,721			20,969			17.9		24,248			22,295			8.8
Block hours	56,056			48,506			15.6		57,803			53,193			8.7
Average stage length (miles)	866			893			(3.0	)	910			903			0.8
Average number of operating aircraft during period	85.3			83.8			1.8		90.7			84.7			7.1
Average block hours per aircraft per day	7.2			6.4			12.5		7.1			7.0			1.4
Full-time equivalent employees at end of period	3,628			3,228			12.4		3,776			3,536			6.8
Fuel gallons consumed (thousands)	49,858			44,153			12.9		48,640			46,850			3.8
Average fuel cost per gallon***	$	1.71		$	1.36		25.7
Average fuel cost per gallon									$	2.18		$	1.81		20.4


Scheduled service statistics:
Passengers	3,266,789			2,850,112			14.6		3,279,368			2,845,480			15.2
Revenue passenger miles (RPMs) (thousands)	2,903,257			2,626,770			10.5		3,064,619			2,661,934			15.1
Available seat miles (ASMs) (thousands)	3,436,872			3,072,135			11.9		3,602,015			3,237,164			11.3
Load factor	84.5		%	85.5		%	(1.0	)	85.1		%	82.2		%	2.9
Departures	23,609			20,171			17.0		23,264			21,248			9.5
Block hours	53,632			46,763			14.7		55,689			50,876			9.5
Total scheduled service revenue per ASM (TRASM) (cents)**	11.07			10.74			3.1
Total passenger revenue per ASM (TRASM) (cents) (2)									11.30			11.14			1.4
Average fare - scheduled service(3)	$	67.54		$	66.36		1.8		$	73.81		$	75.42		(2.1	)
Average fare - ancillary air-related charges	$	44.51		$	45.16		(1.4	)
Average fare - ancillary third party products	$	4.38		$	4.20		4.3
Average fare - air-related charges (3)									$	47.18		$	46.82		0.8
Average fare - third party products									$	3.15		$	4.48		(29.7	)
Average fare - total	$	116.43		$	115.72		0.6		$	124.14		$	126.72		(2.0	)
Average stage length (miles)	869			897			(3.1	)	916			908			0.9
Fuel gallons consumed (thousands)	47,821			42,698			12.0		46,872			44,892			4.4
Average fuel cost per gallon***	$	1.70		$	1.36		25.0
Average fuel cost per gallon									$	2.17		$	1.80		20.6
Rental car days sold									398,587			375,711			6.1
Hotel room nights sold									108,984			105,328			3.5
Percent of sales through website during period	95.1		%	93.9		%	1.2		93.8		%	95.1		%	(1.3	)

*(1) Except load factor and percent of sales through website during period, which are presented as a percentage point change.

**(2) Various components of this measure do not have a direct correlation to ASMs. This measure is provided on a per ASM basis so as to facilitate comparison with airlines reporting revenues on a per ASM basis.

*** Includes effect(3) Reflects division of ~~$8.3 million fuel tax refunds~~passenger revenue between scheduled service and air-related charges in ~~the second quarter of 2016.~~

Six Months Ended June 30, Percent
2017 2016 Change*
Operating statistics (unaudited):
Total system statistics:
Passengers 6,187,441
5,471,367
13.1
Revenue passenger miles (RPMs) (thousands) 5,667,306
5,185,903
9.3
Available seat miles (ASMs) (thousands) 6,961,046
6,180,289
12.6
Load factor 81.4 % 83.9 % (2.5 )
Operating expense per ASM (CASM) (cents)*** 8.88
7.57
17.3
Fuel expense per ASM (cents)*** 2.44
1.84
32.6
Operating CASM, excluding fuel (cents) 6.44
5.73
12.4
ASMs per gallon of fuel 72.0
72.1
(0.1 )
Departures 47,016
39,887
17.9
Block hours 109,249
94,776
15.3
Average stage length (miles) 883
913
(3.3 )
Average number of operating aircraft during period 85.0
83.0
2.4
Average block hours per aircraft per day 7.1
6.3
12.7
Full-time equivalent employees at end of period 3,628
3,228
12.4
Fuel gallons consumed (thousands) 96,708
85,676
12.9
Average fuel cost per gallon*** $ 1.76
$ 1.33
32.3

Scheduled service statistics:
Passengers 6,112,269
5,417,421
12.8
Revenue passenger miles (RPMs) (thousands) 5,565,191
5,110,323
8.9
Available seat miles (ASMs) (thousands) 6,674,035
5,970,086
11.8
Load factor 83.4 % 85.6 % (2.2 )
Departures 44,857
38,346
17.0
Block hours 104,507
91,326
14.4
Total scheduled service revenue per ASM (TRASM) (cents)** 11.04
11.11
(0.6 )
Average fare - scheduled service $ 70.80
$ 72.12
(1.8 )
Average fare - ancillary air-related charges $ 45.31
$ 46.08
(1.7 )
Average fare - ancillary third party products $ 4.42
$ 4.29
3.0
Average fare - total $ 120.53
$ 122.49
(1.6 )
Average stage length (miles) 887
917
(3.3 )
Fuel gallons consumed (thousands) 92,713
82,852
11.9
Average fuel cost per gallon*** $ 1.75
$ 1.33
31.6
Percent of sales through website during period 94.2 % 94.1 % 0.1

* Except load factor and percent of sales through website during period, which are presented as a percentage point change.

** Various components of this measure do not have a direct correlation to ASMs. This measure is provided on a per ASM basis so as to facilitate comparison with airlines reporting revenues on a per ASM basis.

*** Includes effect of $8.3 million fuel tax refunds in the second quarter of 2016.Company's booking path.

LIQUIDITY AND CAPITAL RESOURCES

Current liquidity

Cash, restricted cash and investment securities (short-term and long-term) ~~increased~~decreased from ~~$470.5~~$501.9 million at December 31, ~~2016~~2017 to ~~$514.3~~$490.1 million at ~~June 30, 2017.~~March 31, 2018. Restricted cash represents escrowed funds under fixed fee contracts and cash collateral against letters of credit required by hotel properties for guaranteed room availability, airports and certain other parties. Under our fixed fee flying contracts, we require our customers to prepay for flights to be provided by us. The prepayments are escrowed until the flight is completed and are recorded as restricted cash with a corresponding amount as air traffic liability. Investment securities represent highly liquid marketable securities which are available-for-sale.

During the first ~~six~~three months of ~~2017,~~2018, our primary source of funds was ~~$263.1~~$172.9 million generated by ~~operations as well as $134.5 million in proceeds from long-term debt issuance.~~operations. Our operating cash flows and previous borrowings have allowed us to invest in our fleet transition and return capital to shareholders. Our future capital needs are primarily for the acquisition of additional aircraft, including our existing Airbus A320 series aircraft commitments, as well as potential capital outlay related to Sunseeker Resorts as well as other travel and leisure initiatives. Of the 26 aircraft expected to be placed into service during the remainder of 2018, 13 are structured as capital leases and will not require separate financing, and 10 have already been paid for (representing the aircraft already returned or being returned from lease to a European carrier).

We believe we have more than adequate liquidity resources through our operating cash flows, borrowings, and cash balances, to meet our future contractual ~~obligations, and expect to finance a significant portion of the purchase price of our newly manufactured Airbus aircraft order on acceptable terms. We~~obligations. In addition, we continue to consider raising funds through debt financing on an opportunistic basis.

In addition to our recurring quarterly cash dividend, we plan to continue repurchasing our stock in the open market subject to availability of cash resources and compliance with our debt covenants. ~~In July 2017, our board of directors replenished our~~Our current repurchase authority ~~to a total of~~is $100 million. There is no expiration to this program.

Debt

Our long-term debt obligations, without reduction for related issuance costs, ~~increased~~decreased from ~~$813.2~~$1,171.0 million as of December 31, ~~2016~~2017 to ~~$882.4~~$1,068.1 million as of ~~June 30, 2017~~March 31, 2018 as we ~~borrowed additional funds~~paid off our senior secured ~~by aircraft while~~revolving credit facility and continued making scheduled repayments on our existing debt. During the ~~second~~first quarter ~~2017~~of 2018, we ~~borrowed $112.5 million secured by seven aircraft.~~did not enter into any new debt agreements.

Sources and Uses of Cash

Operating Activities. During the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, our operating activities provided ~~$263.1~~$172.9 million of cash compared to ~~$256.1~~$146.6 million during the same period of ~~2016.~~2017. The year-over-year increase in cash inflows ~~was primarily impacted by adjustments made for non-cash items such as deferred~~is the result of a $12.8 million increase in net income ~~taxes,~~ as well as changes in various asset and liability accounts, including a ~~decrease~~$24.8 million year-over-year increase in ~~accounts receivable, which offset the effects of lower net income for the six months ended June 30, 2017.~~accrued liabilities.

Operating cash inflows are primarily derived from providing air transportation and related ancillary products and services to customers, and we expect to use that cash flow to purchase aircraft and equipment, make scheduled debt payments, and return capital to shareholders through share repurchases and dividends.

Investing Activities. Cash used in investing activities was ~~$269.5~~$65.4 million during the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 compared to ~~$118.9~~$125.4 million for the same period in ~~2016.~~2017. The year-over-year ~~increase~~decrease is mostly due ~~primarily~~ to ~~$182.3 million in property and equipment purchases and pre-delivery deposits compared to $105.2~~investment security activity, as cash proceeds from investment securities (net of purchases) were $3.3 million in the ~~same period~~first three months of ~~2016. Additionally, our net~~2018 compared to cash used to purchase investment securities (net of ~~proceeds from maturities) was $88.6 million during the first six months~~proceeds) of ~~2017 compared to $17.5~~$67.2 million for the same period in ~~2016.~~2017. Cash used to purchase property and equipment was $69.2 million for the first three months of 2018 compared to $58.5 million in the same period of 2017.

Financing Activities. Cash used in financing activities for the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 was ~~$38.3~~$115.1 million compared to ~~$118.6~~$21.5 million for the same period in ~~2016. During~~2017. The year-over-year increase is primarily due to an increase in principal payments on long-term debt and capital lease obligations, as we paid $102.9 million in debt and capital lease payments in the first ~~six~~ quarter 2018 compared to $26.4 million for the same period in 2017. Our debt payments in the first quarter 2018 included various balloon payments, as well as the payoff of our senior secured revolving credit facility, which had $41.6 million in outstanding principal as of December 31, 2017. Additionally, we did not receive any funds from issuance of new debt during the first quarter 2018, whereas we received $22.0 million in loan proceeds during the same period in 2017. For the three

months ~~of 2017,~~ended March 31, 2018, we repurchased $2.2 million of common stock ~~for $84.9 million~~ and paid cash dividends of ~~$23.2~~$11.3 million, compared to the repurchase of $4.9 million in common stock ~~for $63.3 million~~ and payment of cash dividends of ~~$44.4~~$11.7 million ~~($27.7 million of which was a special dividend declared in December 2015) in~~for the same period ~~of 2016. These uses were offset by proceeds from the issuance of debt net of principal payments of $69.7 million~~ in ~~2017, while principal payments exceeded proceeds from issuance of debt by $11.2 million in the same period of 2016.~~2017.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this quarterly report on Form 10-Q, and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are based on our management’s beliefs and assumptions, and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, fleet plan, financing plans, competitive position, industry environment, potential growth opportunities, future service to be provided, ~~and~~ the effects of future regulation

and ~~competition.~~competition, and the development of a resort in Southwest Florida. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, an accident involving or problems with our aircraft, public perception of our safety, our reliance on automation systems, limitation on growth as we transition to a single fleet type, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, the ability to obtain regulatory approvals as needed, the effect of economic conditions on leisure travel, debt covenants and balances, the ability to finance aircraft under contract, terrorist attacks, risks inherent to airlines, the competitive environment, our reliance on third parties who provide facilities or services to us, the possible loss of key personnel, economic and other conditions in markets in which we operate, the ability to successfully develop a resort in Southwest Florida, governmental regulation, increases in maintenance costs and cyclical and seasonal fluctuations to our operating results.

Any forward-looking statements are based on information available to us today and we undertake no obligation to publicly update any forward-looking statements, whether as a result of future events, new information or otherwise.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~A description~~In the first quarter of 2018, there were no changes to our critical accounting policies ~~is included~~and estimates from those disclosed in ~~Item 7 of~~the Consolidated Financial Statements and accompanying notes contained in our ~~Annual Report on~~2017 Form 10-K, except as discussed below relating to the New Revenue Standard.

Effective January 1, 2018, we adopted the New Revenue Standard using the full retrospective method, which resulted in the recast of the 2017 prior period data presented. Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the ~~year ended December 31, 2016. There has been no material change to these policies during the six months ended June 30, 2017.~~amount of consideration received.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to certain market risks, including commodity prices (specifically aircraft fuel). The adverse effects of changes in these markets could pose potential losses as discussed below. The sensitivity analysis provided does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel

Our results of operations can be significantly impacted by changes in the price and availability of aircraft fuel, as aircraft fuel expense represented ~~27.5~~30.7 percent of our operating expenses for the ~~six~~three months ended ~~June 30, 2017.~~March 31, 2018. Increases in fuel prices, or a shortage of supply, could have a material impact on our operations and operating results. Based on our fuel consumption for the three ~~and six~~ months ended ~~June 30, 2017,~~March 31, 2018, a hypothetical ten percent increase in the average price per gallon of fuel would have increased fuel expense by approximately ~~$8.3 million and $17.6 million, respectively.~~$10.7 million. We have not hedged fuel price risk ~~in recent~~for many years.

Interest Rates

We have market risk associated with changing interest rates due to the short-term nature of our cash and investment securities and variable-rate debt. We invest available cash in government and corporate debt securities, investment grade commercial

paper, and other highly rated financial instruments. Because of the short-term nature of these investments, the returns earned closely parallel short-term floating interest rates. A hypothetical 100 basis point change in interest rates for the three months ended March 31, 2018 would have impacted interest income from cash and investment securities by approximately $1.2 million.

As of ~~June 30, 2017,~~March 31, 2018, we had a total of ~~$414.7~~$601.4 million in variable-rate debt, including current maturities and without reduction for related costs. A hypothetical 100 basis point change in market interest rates for the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, would have affected interest expense by ~~$1.9~~approximately $1.6 million.

As of ~~June 30, 2017,~~March 31, 2018, we had ~~$467.7~~$466.7 million of fixed-rate debt, including current maturities and without reduction for related costs, which had a fair value of ~~$484.9~~$474.0 million. A hypothetical 100 basis point change in market interest rates would not impact interest expense or have a material effect on the fair value of our fixed-rate debt instruments as of such date.

See Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, for further information about market risk.

Item 4. Controls and Procedures

As of ~~June 30, 2017,~~March 31, 2018, under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Based on this evaluation, our management has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms. Based upon this evaluation, management concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in our reports filed with the SEC under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ending ~~June 30, 2017,~~March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Effective January 1, 2018, we adopted Accounting Standards Codification 606, “Revenue from Contracts with Customers”. Although the new revenue standard is not expected to have a material impact on our ongoing net income, changes were made to relevant business processes and the related control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting. The operating effectiveness of these changes will be evaluated as part of our annual assessment of the effectiveness of internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to certain legal and administrative actions we consider routine to our business activities. We believe the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on our financial position, liquidity or results of operations.

Item 1A. Risk Factors

We have evaluated our risk factors and determined there are no changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our Repurchases of Equity Securities

The following table reflects the repurchases of our common stock during the ~~second~~first quarter ~~2017:~~2018:

Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of
Shares Purchased as Part of our Publicly
Announced Plan Approximate Dollar Value of Shares that
May Yet be Purchased
Under the Plans or
Programs (in thousands) (2)
April 55,491
$ 146.50
55,400

May 290,587
143.40
282,358

June 251,299
139.90
251,299

Total 597,377
$ 142.22
589,057
$ 3,096



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of our Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2)
January	177	$	161.45	None
February	9,741	167.96		None
March	3,269	174.30		None
Total	13,187	$	169.45		$	100,000



(1)	Includes shares repurchased from employees who vested a portion of their restricted stock grants. These share repurchases were made at the election of each employee pursuant to an offer to repurchase by us. In each case, the shares repurchased constituted the portion of vested shares necessary to satisfy income tax withholding requirements.
(2)	Represents the remaining dollar amount of open market purchases of our common stock which has been authorized by the Board under a share repurchase program. ~~Subsequent to June 30, 2017, the Board approved additional share repurchase authority, and the remaining share repurchase authority as of July 26, 2017 was $100 million.~~

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits



3.1	Articles of ~~Incorporation.~~Incorporation (1)
3.2	Bylaws of the Company as amended on ~~February 17, 2015~~April 24, 2018 (2)
12	Calculation of Ratio of Earnings to Fixed Charges of Allegiant Travel Company
31.1	Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Executive Officer
31.2	Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Financial Officer
32	Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document



(1)	Incorporated by reference to Exhibit filed with Registration Statement #333-134145 filed by the Company with the Commission and amendments thereto.
(2)	Incorporated by reference to Exhibit ~~3.2~~3.1 to the ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended September 30, 2016,~~8-K filed with the Commission on ~~November 1, 2016.~~April 25, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		ALLEGIANT TRAVEL COMPANY


Date:	~~July 31, 2017~~May 8, 2018	By:	/s/ Scott Sheldon
		Scott Sheldon, as duly authorized officer of the Company (Chief Financial Officer) and as Principal Financial Officer

2628



	As of June 30, 2017			As of December 31, 2016
Fixed-rate notes payable due through 2020	$	465,594		$	465,748
Variable-rate notes payable due through 2027	411,875			342,526
Total long-term debt, net of related costs	877,469			808,274
Less current maturities, net of related costs	116,387			86,226
Long-term debt, net of current maturities and related costs	$	761,082		$	722,048

Weighted average fixed-interest rate	5.41		%	5.41		%
Weighted average variable-interest rate	3.27		%	3.16		%



Scheduled service statistics:
Passengers	6,112,269			5,417,421			12.8
Revenue passenger miles (RPMs) (thousands)	5,565,191			5,110,323			8.9
Available seat miles (ASMs) (thousands)	6,674,035			5,970,086			11.8
Load factor	83.4		%	85.6		%	(2.2	)
Departures	44,857			38,346			17.0
Block hours	104,507			91,326			14.4
Total scheduled service revenue per ASM (TRASM) (cents)**	11.04			11.11			(0.6	)
Average fare - scheduled service	$	70.80		$	72.12		(1.8	)
Average fare - ancillary air-related charges	$	45.31		$	46.08		(1.7	)
Average fare - ancillary third party products	$	4.42		$	4.29		3.0
Average fare - total	$	120.53		$	122.49		(1.6	)
Average stage length (miles)	887			917			(3.3	)
Fuel gallons consumed (thousands)	92,713			82,852			11.9
Average fuel cost per gallon***	$	1.75		$	1.33		31.6
Percent of sales through website during period	94.2		%	94.1		%	0.1