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~~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~~August 1, 2018 was ~~16,070,344.~~16,163,533.

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	2328

ITEM 4.	Controls and Procedures	2329

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	2429

ITEM 1A.	Risk Factors	2429

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2430

ITEM 3.	Defaults Upon Senior Securities	2430

ITEM 4.	Mine Safety Disclosures	2430

ITEM 5.	Other Information	2430

ITEM 6.	Exhibits	2531

	Signatures	2632

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands)


	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(unaudited)						(unaudited)
CURRENT ASSETS:
CURRENT ASSETS
Cash and cash equivalents	$	20,040		$	64,711		$	28,981		$	59,449
Restricted cash	11,423			11,647			13,253			11,190
Short-term investments	323,117			269,269			343,180			352,681
Accounts receivable	23,917			40,667			24,184			71,057
Expendable parts, supplies and fuel, net	17,855			16,797			20,419			17,647
Prepaid expenses	25,753			16,277			34,447			23,931
Other current assets	4,809			2,686			829			5,320
TOTAL CURRENT ASSETS	426,914			422,054			465,293			541,275
Property and equipment, net	1,212,771			1,095,314			1,746,707			1,512,415
Long-term investments	159,769			124,834			56,358			78,570
Deferred major maintenance, net	28,813			17,347			36,957			31,326
Deposits and other assets	11,730			12,027			20,190			16,571
TOTAL ASSETS	$	1,839,997		$	1,671,576
CURRENT LIABILITIES:
TOTAL ASSETS:							$	2,325,505		$	2,180,157
CURRENT LIABILITIES
Accounts payable	$	18,002		$	16,010		$	27,473		$	20,108
Accrued liabilities	110,842			96,661			124,326			105,127
Air traffic liability	237,835			194,001			236,932			204,299
Current maturities of notes payable, net of related costs	116,387			86,226
Current maturities of long-term debt and capital lease obligations, net of related costs							144,392			214,761
TOTAL CURRENT LIABILITIES	483,066			392,898			533,123			544,295
Long-term debt, net of current maturities and related costs	761,082			722,048
Long-term debt and capital lease obligations, net of current maturities and related costs							992,322			950,131
Deferred income taxes	127,631			75,338			144,254			119,013
Other noncurrent liabilities	8,732			7,670			11,138			13,407
TOTAL LIABILITIES:	1,380,511			1,197,954			1,680,837			1,626,846
SHAREHOLDERS' EQUITY:
SHAREHOLDERS' EQUITY
Common stock, par value $.001	23			22			23			23
Treasury stock	(606,352		)	(517,803		)	(607,025		)	(605,655		)
Additional paid in capital	246,906			238,236			263,034			253,840
Accumulated other comprehensive loss, net	(1,391		)	(230		)	(2,473		)	(2,840		)
Retained earnings	820,300			753,397			991,109			907,943
TOTAL EQUITY	459,486			473,622
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,839,997		$	1,671,576
TOTAL EQUITY:							644,668			553,311
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:							$	2,325,505		$	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 June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			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													$	405,572		$	367,250		$	802,343		$	715,086
Third party products	14,304			11,965			27,046			23,223			17,799			14,304			28,124			27,046
Total ancillary revenue	159,709			140,678			304,016			272,866
Fixed fee contract revenue	11,029			6,706			22,289			13,507			7,653			11,029			18,209			22,289
Other revenue	9,261			8,345			17,434			16,366			5,756			9,261			13,548			17,434
Total operating revenue	400,614			344,851			776,452			693,467			436,780			401,844			862,224			781,855
OPERATING EXPENSES:
Aircraft fuel	85,387			60,005			170,049			113,663			122,454			85,387			228,481			170,049
Salary and benefits	92,221			68,553			188,519			137,761			101,645			92,221			214,608			188,519
Station operations	38,998			33,328			70,830			64,061			41,553			38,998			79,137			70,830
Maintenance and repairs	28,645			29,261			58,740			55,753			24,611			28,645			43,881			58,740
Depreciation and amortization	30,129			25,396			60,678			50,081			29,833			30,129			57,983			60,678
Sales and marketing	12,861			5,317			22,859			11,125			18,348			13,492			37,426			26,822
Aircraft lease rentals	2,400			219			2,564			452			75			2,400			96			2,564
Other	24,777			18,296			44,129			34,968			24,039			24,777			46,422			44,129
Total operating expenses	315,418			240,375			618,368			467,864			362,558			316,049			708,034			622,331
OPERATING INCOME	85,196			104,476			158,084			225,603			74,222			85,795			154,190			159,524
OTHER (INCOME) EXPENSE:
Interest expense	8,889			7,390			17,291			14,629			13,156			8,889			25,880			17,291
Interest income	(1,475		)	(710		)	(2,739		)	(1,321		)	(1,927		)	(1,475		)	(3,834		)	(2,739		)
Other, net	(493		)	(300		)	(854		)	(663		)	(50		)	(493		)	(290		)	(854		)
Total other expense	6,921			6,380			13,698			12,645			11,179			6,921			21,756			13,698
INCOME BEFORE INCOME TAXES	78,275			98,096			144,386			212,958			63,043			78,874			132,434			145,826
PROVISION FOR INCOME TAXES	29,800			37,249			54,279			80,131			13,027			29,836			27,225			54,437
NET INCOME	$	48,475		$	60,847		$	90,107		$	132,827		$	50,016		$	49,038		$	105,209		$	91,389
Earnings per share to common stockholders:
Earnings per share to common shareholders:
Basic	$	2.94		$	3.68		$	5.44		$	7.98		$	3.10		$	2.98		$	6.53		$	5.52
Diluted	$	2.94		$	3.68		$	5.43		$	7.97		$	3.10		$	2.97		$	6.52		$	5.51
Shares used for computation:
Basic	16,198			16,420			16,290			16,549			15,939			16,198			15,898			16,290
Diluted	16,220			16,442			16,317			16,574			15,945			16,220			15,914			16,317

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

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 June 30,					Six Months Ended June 30,
	2017			2016			2017			2016			2018		2017			2018			2017
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	50,016	$	49,038		$	105,209		$	91,389
Other comprehensive (loss) income:
Other comprehensive income (loss):
Change in available for sale securities, net of tax	(2		)	148			222			439			113		(2		)	(843		)	222
Foreign currency translation adjustments	(215		)	43			(298		)	(63		)	113		(215		)	214			(298		)
Change in derivatives, net of tax	(341		)	6			(556		)	(325		)	1,260		(581		)	996			(1,085		)
Reclassification of derivative gains into Other revenue	(240		)	(245		)	(529		)	(510		)
Total other comprehensive loss	(798		)	(48		)	(1,161		)	(459		)
Total other comprehensive income (loss)													1,486		(798		)	367			(1,161		)
TOTAL COMPREHENSIVE INCOME	$	47,677		$	60,799		$	88,946		$	132,368		$	51,502	$	48,240		$	105,576		$	90,228

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,						Six Months Ended June 30,
	2017			2016			2018			2017
OPERATING ACTIVITIES:
Net income	$	90,107		$	132,827		$	105,209		$	91,389
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60,678			50,081			57,983			60,678
Loss/(gain) on aircraft and other equipment disposals	4,901			(472		)
(Gain) loss on aircraft and other equipment disposals							(1,491		)	4,901
Provision for obsolescence of expendable parts, supplies and fuel	1,753			1,043			493			1,753
Amortization of deferred financing costs	775			745			744			775
Share-based compensation expense	7,249			3,002			6,106			7,249
Deferred income taxes	51,995			2,753			25,241			52,153
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
Increase (decrease) in accrued liabilities	10,382			23,888
Increase (decrease) in air traffic liability	43,834			42,731
(Increase) in deferred major maintenance	(14,331		)	(2,891		)
Decrease in accounts receivable							46,873			16,572
Increase in prepaid expenses							(10,516		)	(9,476		)
Increase in accounts payable							7,631			2,263
Increase in accrued liabilities							20,859			10,382
Increase in air traffic liability							32,633			42,394
Change in deferred major maintenance							(7,841		)	(14,331		)
Other, net	(3,558		)	(1,470		)	(689		)	(3,782		)
Net cash provided by operating activities	263,144			256,099			283,235			262,920
INVESTING ACTIVITIES:
Purchase of investment securities	(242,895		)	(197,611		)	(168,923		)	(242,895		)
Proceeds from maturities of investment securities	154,334			180,078			199,294			154,334
Aircraft pre-delivery deposits	(63,468		)	—			—			(63,468		)
Purchase of property and equipment, including capitalized interest	(118,846		)	(105,177		)	(187,456		)	(118,846		)
Other investing activities	1,352			3,773			(1,468		)	1,352
Net cash used in investing activities	(269,523		)	(118,937		)	(158,553		)	(269,523		)
FINANCING ACTIVITIES:
Cash dividends paid to shareholders	(23,204		)	(44,355		)	(22,605		)	(23,204		)
Proceeds from the issuance of long-term debt	134,540			28,000
Proceeds from the issuance of debt							10,797			134,540
Repurchase of common stock	(84,940		)	(63,319		)	(2,994		)	(84,940		)
Principal payments on long-term debt	(64,876		)	(39,210		)
Principal payments on debt and capital lease obligations							(142,399		)	(64,876		)
Other financing activities	188			293			4,114			188
Net cash used in financing activities	(38,292		)	(118,591		)	(153,087		)	(38,292		)
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							(28,405		)	(44,895		)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD							70,639			76,358
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD							$	42,234		$	31,463

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAYMENTS FOR:
Interest paid, net of amount capitalized	$	16,001		$	11,936		$	24,370		$	16,001
Income taxes paid, net of refunds	$	—		$	59,928
Income taxes paid, net of (refunds)							$	(41,284	)	$	(13,967	)

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



	As of June 30,
	2018		2017
CURRENT ASSETS:
Cash and cash equivalents	$	28,981	$	20,040
Restricted cash	13,253		11,423
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	$	42,234	$	31,463

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 and 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

Standards Effective in Future Years

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~~standard and 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~~Company adopted this ~~topic. The~~ standard ~~is effective for annual and interim periods beginning after December 15, 2017, and the Company will adopt it~~ effective January 1, 2018. ~~Significant classification modifications are not expected~~

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. The Company adopted this standard effective January 1, 2018 and a one-time effect of $0.6 million was reclassified from AOCI to retained earnings as of June 30, 2018 as a result of this adoption.

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. The Company adopted this standard using the full retrospective transition method effective January 1, 2018 and recast prior year results. See Note 2, "Revenue Recognition" for more information on the financial impact of this adoption.

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, $167.6 million and $322.3 million of air-related ancillary fees for the three and six months ended June 30, 2018, respectively, are now classified as passenger revenue.

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

Bank of America has issued 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.

Note 2 — Revenue Recognition

Certain prior period amounts have been recast to conform to the adoption of the New Revenue Standard as shown in the tables below.



	Three Months Ended June 30, 2017							Six Months Ended June 30, 2017
(in thousands, except per share	As Previously Reported					Current Presentation		As Previously Reported					Current Presentation
data)	As Previously Reported		Adjustments			Current Presentation		As Previously Reported		Adjustments			Current Presentation
Income Statement:
Passenger revenue (1)	$	220,615	$	146,635		$	367,250	$	432,713	$	282,373		$	715,086
Air-related charges	145,405		(145,405		)	—		276,970		(276,970		)	—
Sales and marketing	12,861		631			13,492		22,859		3,963			26,822
Income tax provision	29,800		36			29,836		54,279		158			54,437
Net income	48,475		563			49,038		90,107		1,282			91,389
Diluted earnings per share	$	2.94	$	0.03		$	2.97	$	5.43	$	0.08		$	5.51

(1) 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

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, as well as co-brand point redemptions as outlined below:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Scheduled service	$	235,746	$	220,811	$	474,267	$	435,075
Air-related ancillary charges	167,630		145,887		322,347		279,111
Co-brand redemptions	2,196		552		5,729		900
Total passenger revenue	$	405,572	$	367,250	$	802,343	$	715,086

Scheduled service

Passenger tickets. The Company provides scheduled air transportation on limited-frequency, nonstop flights predominantly between under-served cities and popular leisure destinations. Sales of passenger tickets not yet flown are recorded in air traffic liability. Passenger revenue is recognized when transportation is provided or when ticket voucher breakage occurs.

The contract term of passenger tickets is 12 months and revenue associated with future travel will principally be recognized within this time frame. $187.8 million was recognized into passenger revenue during the six months ended June 30, 2018 that was recorded in the air traffic liability balance of $204.3 million at December 31, 2017.

Credit voucher breakage. The Company estimates the value of vouchers that will expire unused and recognizes 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 and include baggage fees, the use of the Company’s website to purchase scheduled service transportation, advance seat assignments, and other services. Revenue for these services is recognized 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 Air-related ancillary 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.

The following table presents the activity of the current and non-current point liabilities (in thousands):



	2018
Balance at January 1	$	8,903
Points awarded	6,898
Points redeemed	(5,730		)
Balance at June 30	$	10,071

As of June 30, 2018, $6.9 million of the current points liability is reflected in Accrued liabilities and represents our current estimate of revenue to be recognized in the next twelve months based on historical trends, with the remaining balance reflected in Other noncurrent liabilities expected to be recognized into revenue in periods thereafter. See below, Third Party Products revenue, for discussion of the marketing component.

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 the accounting standards for principal versus agent 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 Sheets, 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 3 — Property and Equipment

Property and equipment (in thousands):


	As of June 30, 2017			As of December 31, 2016			As of June 30, 2018			As of December 31, 2017
Flight equipment, including pre-delivery deposits	$	1,518,072		$	1,377,829		$	1,785,184		$	1,539,433
Computer hardware and software	113,321			101,850			131,661			123,675
Other property and equipment	88,001			81,786			151,802			125,855
Total property and equipment	1,719,394			1,561,465			2,068,647			1,788,963
Less accumulated depreciation and amortization	(506,623		)	(466,151		)	(321,940		)	(276,548		)
Property and equipment, net	$	1,212,771		$	1,095,314		$	1,746,707		$	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 June 30, 2018			As of December 31, 2017
Fixed-rate debt and capital lease obligations due through 2030	$	577,452		$	465,462
Variable-rate debt due through 2027	559,262			699,430
Total long-term debt and capital lease obligations, net of related costs	1,136,714			1,164,892
Less current maturities, net of related costs	144,392			214,761
Long-term debt and capital lease obligations, net of current maturities and related costs	$	992,322		$	950,131

Weighted average fixed-interest rate on debt	5.4		%	5.4		%
Weighted average variable-interest rate on debt	4.0		%	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~~$92.5 million; 2019 - ~~$530.0~~$555.4 million; 2020 - ~~$64.5~~$103.5 million; 2021 - ~~$37.2~~$76.6 million; 2022 - $49.2 million; and ~~$45.6~~$259.5 million thereafter.

Secured Debt

InDuring the ~~first~~ six months ~~of 2017,~~ended June 30, 2018, the Company borrowed ~~$134.5~~$10.8 million under a loan ~~agreements~~agreement secured by ~~nine Airbus A320 series aircraft.~~various ground equipment. The notes bear interest at a ~~floating~~fixed rate ~~based on LIBOR plus a weighted average margin~~ of ~~1.68~~4.2 percent ~~and are~~per year, payable in ~~quarterly~~monthly installments over five years.

Senior Secured Revolving Credit Facility

In 2015, the 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. In March 2018, the Company paid off the balance of the facility and amended it to increase the borrowing limit to $81.0 million. The amended facility has a term of 24 months and is based on the value of Airbus A320 Series aircraft which the Company may choose to place in the collateral pool. There was no balance under this facility as of June 30, 2018.

See Note 10, "Subsequent Events," for more information on the revolving 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 price of 101.5 percent 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 15th and July 15th of each year.

The indenture pursuant to which the Notes were issued includes operating and financial restrictions on the Company. These restrictions limit or ~~ten years.~~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 June 30, 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, it is not expected that this will have any impact on the restricted payments routinely made in the ordinary course of business. The calculation is made on a quarterly 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 June 30, 2018, but did not result in any significant cash receipts or 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 June 30, 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													$	9,952	$	—	$	9,952	$	27,910	$	—	$	27,910
Municipal debt securities	$	1,568	$	—	$	1,568	$	1,843	$	—	$	1,843	5,325		—		5,325		2,782		—		2,782
Money market funds	502		502		—		123		123		—		115		115		—		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		15,392		115		15,277		31,989		1,297		30,692
Short-term
Municipal debt securities	143,273		—		143,273		78,826		—		78,826
Commercial paper	96,105		—		96,105		108,372		—		108,372		141,091		—		141,091		108,678		—		108,678
Corporate debt securities	69,897		—		69,897		76,570		—		76,570		116,804		—		116,804		107,878		—		107,878
Municipal debt securities													53,143		—		53,143		101,290		—		101,290
Federal agency debt securities	10,840		—		10,840		3,895		—		3,895		30,718		—		30,718		31,428		—		31,428
US Treasury Bonds	3,002		—		3,002		1,606		—		1,606		1,424		—		1,424		3,407		—		3,407
Total short-term	323,117		—		323,117		269,269		—		269,269		343,180		—		343,180		352,681		—		352,681
Long-term
Corporate debt securities	106,134		—		106,134		25,048		—		25,048		43,363		—		43,363		60,396		—		60,396
Federal agency debt securities													10,022		—		10,022		5,775		—		5,775
US Treasury Bonds													2,973		—		2,973		2,994		—		2,994
Derivative instruments													21		—		21		282		—		282
Municipal debt securities	29,378		—		29,378		72,623		—		72,623		—		—		—		9,405		—		9,405
Federal agency debt securities	24,257		—		24,257		24,160		—		24,160
Derivative instruments	780		—		780		1,660		—		1,660
US Treasury Bonds	—		—		—		3,003		—		3,003
Total long-term	160,549		—		160,549		126,494		—		126,494		56,379		—		56,379		78,852		—		78,852
Total financial instruments	$	485,736	$	502	$	485,234	$	417,128	$	123	$	417,005	$	414,951	$	115	$	414,836	$	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~~Remaining debt ~~agreements are~~is not publicly ~~held. The~~held, and 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 June 30, 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	$	450,893	$	453,147	$	451,321	$	462,604	2
Non-publicly held debt	430,631		402,628		360,999		340,866		3	589,357		526,887		719,681		660,065		3
Total long-term debt	$	882,381	$	872,448	$	813,178	$	808,871		$	1,040,250	$	980,034	$	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 up to $100.0 million of 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 repurchases consisted of the ~~following during the periods indicated:~~following:


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

(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 months ended June 30, ~~2017,~~2018, the Company declared and paid recurring cash dividends of $1.40 per share, or ~~$23.2~~$22.6 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,~~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 June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Basic:
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	50,016		$	49,038		$	105,209		$	91,389
Less net income allocated to participating securities	(780		)	(350		)	(1,461		)	(758		)	(659		)	(789		)	(1,427		)	(1,482		)
Net income attributable to common stock	$	47,695		$	60,497		$	88,646		$	132,069		$	49,357		$	48,249		$	103,782		$	89,907
Net income per share, basic	$	2.94		$	3.68		$	5.44		$	7.98
Earnings per share, basic													$	3.10		$	2.98		$	6.53		$	5.52
Weighted-average shares outstanding	16,198			16,420			16,290			16,549			15,939			16,198			15,898			16,290
Diluted:
Net income	$	48,475		$	60,847		$	90,107		$	132,827		$	50,016		$	49,038		$	105,209		$	91,389
Less net income allocated to participating securities	(779		)	(350		)	(1,459		)	(757		)	(658		)	(789		)	(1,425		)	(1,480		)
Net income attributable to common stock	$	47,696		$	60,497		$	88,648		$	132,070		$	49,358		$	48,249		$	103,784		$	89,909
Net income per share, diluted	$	2.94		$	3.68		$	5.43		$	7.97
Earnings per share, diluted													$	3.10		$	2.97		$	6.52		$	5.51
Weighted-average shares outstanding	16,198			16,420			16,290			16,549			15,939			16,198			15,898			16,290
Dilutive effect of stock options and restricted stock	71			36			92			42			44			71			63			92
Adjusted weighted-average shares outstanding under treasury stock method	16,269			16,456			16,382			16,591			15,983			16,269			15,961			16,382
Participating securities excluded under two-class method	(49		)	(14		)	(65		)	(17		)	(38		)	(49		)	(47		)	(65		)
Adjusted weighted-average shares outstanding under two-class method	16,220			16,442			16,317			16,574			15,945			16,220			15,914			16,317

For the three and six months ended June 30, ~~2017,~~2018, anti-dilutive shares excluded from the calculation of earnings per share were ~~62,605~~1,379 and ~~45,940 (shares not~~607 shares (not in thousands), respectively.

Note 8 — Commitments and Contingencies

As of June 30, ~~2017,~~2018, the Company had firm commitments to purchase 11 Airbus A320 aircraft. In addition, the ~~following aircraft:~~



~~Aircraft Type~~		~~Number of Aircraft Under Contract~~
~~Airbus A319~~		4
~~Airbus A320~~		21

Company has entered into lease agreements for an additional 13 Airbus A320 aircraft, three of which have been delivered and are in service, and one of which has been delivered but was not in service as of June 30, 2018. The remaining nine aircraft are currently scheduled to be delivered in the second half of 2018 and first quarter of 2019.

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~~2018 (in thousands):


	As of June 30, 2017		As of June 30, 2018
Remaining in 2017	$	262,010
2018	139,079
Remaining in 2018			$	79,148
2019	112,040		123,164
2020	74,306		67,422
2021	33,047		26,288
2022			23,569
Thereafter	230,593		150,598
Total commitments	$	851,075	$	470,189

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 and six months ended June 30, 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 optionmade no 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 three and six months ended June 30, 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,~~2018, the Company ~~borrowed $68.0~~drew down $46.9 million under ~~loan agreements~~its senior secured ~~by two Airbus A320 series aircraft.~~revolving credit facility. The notes for the amounts borrowed under the facility bear interest at a floating rate based on LIBOR ~~plus an average margin of 1.50 percent~~ and are due on March 31, 2020.

Also in July 2018, the Company also borrowed $34.5 million under a loan agreement secured by one Airbus A320 series aircraft. The note bears interest at a floating rate based on LIBOR and will be payable in quarterly installments through July ~~2027.~~2028.

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~~2018 and ~~2016.~~2017. Also discussed is our financial position as of June 30, ~~2017~~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 QUARTER REVIEW

Highlights:

Added ~~five~~10 Airbus A320 series aircraft into service and retired ~~two~~five MD-80 ~~aircraft;~~

~~entered into a lease agreement for 13 Airbus A320 series~~ aircraft ~~to be delivered in 2017 and 2018, which will solidify~~during the ~~plan~~quarter. We are on track to retire ~~all~~the remaining MD-80 aircraft by the end of ~~2019;~~November 2018;

~~operating 382 routes as of quarter end versus 342 at~~realized a 10.4 percent increase in passenger revenue which offset higher fuel costs;

achieved a 5.0 percent decrease in CASM excluding fuel costs despite higher operational costs associated with the ~~same point in 2016,~~fleet transition; 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~~$11.3 million during the quarter, ~~$23.2~~$22.6 million year to ~~date; and~~

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

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	June 30, 2018	December 31, 2017	June 30, 2017
MD-80	45	47	49	27	37	45
B757-200	2	4	5	—	—	2
A319 (1)	20	17	15	31	22	20
A320 (2)	21	16	16	35	30	21
Total	88	84	85	93	89	88

(1) ~~Excludes 12~~Does not include six A319 aircraft on lease to a European carrier ~~until~~as of June 30, 2018.

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

As of June 30, ~~2017,~~2018, we had firm commitments to purchase 2511 Airbus A320 series aircraft and had executed lease agreements for 13nine Airbus A320 series aircraft ~~for~~ which we have ~~not~~ yet ~~taken delivery.~~to be delivered. We expect delivery of 1410 of these 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 September 30, 2018	As of December 31, 2018
MD-80	40	37	19	—
B757-200	2	—
A319	21	22	31	32
A320	25	29	44	45
Total	88	88	94	77

NETWORK

~~Our operating network as~~As of June 30, ~~2017~~2018, we were operating 413 routes verses 382 as of the same date last year, which represents an ~~11.7~~8.1 percent ~~increase in the number of routes flown compared to June 30, 2016.~~increase. Our total ~~number~~numbers of ~~under-served~~origination cities and leisure destinations were 9897 and ~~20, compared with 95 and 19~~21 as of June 30, ~~2017 and 2016, respectively. As of July 14, 2017, we were selling 408 routes.~~2018.

We also announced Knoxville, Tennessee as our 16th base, with base operations planned to begin in November 2018.

TRENDS

~~In continuing with~~As our fleet transition ~~plan,~~continues, we added ~~five~~10 Airbus A320 series aircraft to our operating fleet during the second quarter ~~2017, including our first two newly manufactured aircraft.~~of 2018. Airbus aircraft flew ~~55.4~~76.8 percent of our ~~system~~scheduled service ASMs for the quarter, ~~and we~~compared to 55.4 percent for the same time period in 2017, which drove a 5.8 percent increase in fuel efficiency (measured as ASMs per gallon). We expect ~~ten~~11 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~~2018 and 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~~have fully retired the ~~first two quarters in 2017, versus approximately 26 percent for the same period in 2016.~~

~~We retired two~~remaining 19 MD-80 ~~aircraft during the quarter and expect to retire eight more MD-80 aircraft and our two remaining Boeing 757-200~~ aircraft by the end of ~~2017. Our scheduled MD-80 retirements could be accelerated if unexpected major maintenance were to be needed.~~2018.

~~Irregular operations,~~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 aircraft, we intend to continue increasing capacity through higher utilization rates on our Airbus fleet than we have on our MD-80 aircraft. Additionally, our Airbus fleet has more available seats, on average, than our MD-80 fleet. However, our capacity growth through the end of the 2018 year will be lower than in prior years as ~~well~~a result of our fleet transition.

Unexpected delays in the scheduled delivery timing of used Airbus A320 series aircraft caused operational disruptions during the summer of 2018, as ~~costs necessary~~the lack of available aircraft resulted in the reschedule or cancellation of many scheduled service flights. We believe we have been conservative in adding aircraft to our schedule when anticipating future deliveries of aircraft, but delays on certain aircraft deliveries and inductions during second quarter 2018 were unusual and beyond our ability to effectively ~~transition~~fully recover our published schedule. In anticipation of known aircraft delivery and induction delays, we removed three lines of flying in late June and July to shore up the integrity of our operations. This will result in a ~~single fleet type, have contributed to increased costs~~reduced number of flights and reduced revenues during the ~~second quarter 2017. Costs associated with these needs, such as higher pilot staffing levels to support~~periods impacted, but our flight schedule with three separate aircraft types, while continually training additional Airbus pilots to support the growing number of operating Airbus aircraft, will continue until the fleet transition nears completion.completion percentage has improved.

~~During~~In April 2018, CBS aired a 60 Minutes segment critical of our safety and the ~~quarter we announced 28 new routes~~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. Our customers' reaction to this story appears to have been short-lived and cancellations and bookings returned to normal levels weeks later.

Planning and development for Sunseeker Resorts is ongoing. Construction is expected to begin in the second half of 2017, including service into three new cities - Milwaukee, Wisconsin; Norfolk, Virginia; and Gulfport, Mississippi. As of June 30, 2017, we were offering service on 123 medium-sized city routes compared to 87 as2018, 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 2020.

~~The collective bargaining agreement reached with~~Our flight dispatchers voted for union representation by the International Brotherhood of Teamsters ~~for our pilots became effective on August 1, 2016. Incremental expense related~~("IBT") and negotiations began in February 2017. The dispatchers failed to ~~the initial year of~~ratify a tentative agreement reached in May 2018 and negotiations continue. There are approximately 40 employees in 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.operating group.

~~We have two employee groups which have voted for union representation and with which we have yet to reach agreement - flight attendants and flight dispatchers. These employees make up~~

In March 2018, our maintenance technicians who represent approximately 31nine percent of our total employee ~~base.~~ base (approximately 340 employees), voted for union representation by the IBT. Negotiations for an agreement with this group are expected to begin in the near future.

In July 2018, the IBT announced that our pilots were supportive of a strike as a result of delays in our implementation of a new preferential bidding system for pilot flight assignments. We do not believe we are in violation of the collective bargaining agreement with our pilots in this regard, nor do we believe the pilots have a legal right to strike because of this issue. As a result, we have filed suit against the IBT seeking to foreclose the possibility of a strike at this time.

Our flight attendant group approved their collective bargaining agreement effective in December 2017.

Any labor actions whether following an inability to reach a collective bargaining ~~agreements~~agreement with ~~these~~any employee ~~groups~~group or otherwise 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.

RESULTS OF OPERATIONS

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

Operating Revenue

~~Scheduled service~~Passenger revenue. ~~Scheduled~~Passenger revenue now includes both scheduled service revenue and air-related ancillary revenue, due to the implementation of the New Revenue Standard. For the second quarter 2018, passenger revenue increased 10.4 percent compared to 2017. The increase was driven primarily by a 10.1 percent increase in scheduled service departures and a 1.0 percentage point increase in load factor, which resulted in 12.7 percent more scheduled service passengers traveling. Additional passengers resulted in quarter-over-quarter increases in ancillary revenue products such as convenience, baggage and seat fees.

Third party products revenue. Third party product revenue for the second quarter ~~2017~~2018 increased ~~16.7~~24.4 percent overall compared to ~~2016. The increase was~~2017, due primarily ~~driven by a 14.6 percent increase in scheduled service passengers, aided by~~to an increase ~~in scheduled service average base fare.~~

~~Ancillary air-related charges~~. Ancillary air-related charges for the second quarter 2017 increased 13.0 percent compared to 2016, 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 revenue increased 19.5 percent for the second quarter 2017 compared to 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) driven by a 7.5 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.cars.

Fixed fee contract revenue. Fixed fee contract revenue for the second quarter 2018 decreased 30.6 percent from 2017. This was planned and expected due to less availability of aircraft for charter flying during our fleet transition.

Other revenue. Other revenue decreased $3.5 million for the second quarter 2018 from 2017 ~~increased $4.3 million~~primarily as six aircraft which generated lease revenue from ~~2016 due mostly~~a European carrier during the second quarter 2017, had been delivered to ~~increased flying for both~~us prior to the ~~Department of Defense and under our Apple Vacations charter.~~second quarter 2018.

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 June 30,				Percent
	2018		2017		Change
Aircraft fuel	$	33.06	$	25.83	28.0	%
Salary and benefits	27.44		27.89		(1.6	)
Station operations	11.22		11.80		(4.9	)
Maintenance and repairs	6.64		8.66		(23.3	)
Depreciation and amortization	8.05		9.11		(11.6	)
Sales and marketing	4.95		4.08		21.3
Aircraft lease rentals	0.02		0.73		(97.3	)
Other	6.49		7.49		(13.4	)
Operating expense per passenger	$	97.87	$	95.59	2.4	%
Operating expense per passenger, excluding fuel	$	64.81	$	69.76	(7.1	)%

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 June 30,						Percent
	2018			2017			Change
Aircraft fuel		3.12	¢		2.38	¢	31.1	%
Salary and benefits	2.59			2.57			0.8
Station operations	1.06			1.09			(2.8	)
Maintenance and repairs	0.63			0.80			(21.3	)
Depreciation and amortization	0.76			0.84			(9.5	)
Sales and marketing	0.47			0.38			23.7
Aircraft lease rentals	—			0.07			(100.0	)
Other	0.61			0.69			(11.6	)
CASM		9.24	¢		8.82	¢	4.8	%
Operating CASM, excluding fuel		6.12	¢		6.44	¢	(5.0	)%

Aircraft fuel expense. Aircraft fuel expense increased ~~42.3~~$37.1 million, or 43.4 percent, for the second 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~~39.2 percent, coupled with a ~~12.9~~3.3 percent increase in system fuel gallons consumed on a 9.4 percent increase in system ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 5.8 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 than our MD-80 aircraft.

Salary and benefits expense. Salary and benefits expense increased ~~$23.7~~$9.4 million, or ~~34.5~~10.2 percent, for the second quarter ~~2017~~2018 when compared to the same period last year. The increase is largely attributable to ~~$16.8 million~~a 5.8 percent increase in ~~incremental expense related to~~full-time equivalent employees. Additionally, in conjunction with the collective bargaining agreement with our ~~pilots, which~~flight attendants that 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 compensationDecember 2017, flight attendant total salaries expense increased ~~incrementally by $1.9 million related~~an average of 25 percent compared to ~~management equity grants which were not in place in second quarter 2016.~~2017.

Station operations expense. Station operations expense for the second quarter ~~2017~~2018 increased ~~17.0~~6.6 percent on a ~~17.0~~10.1 percent increase in scheduled service departures compared to the same period in ~~2016.~~2017.

Maintenance and repairs expense. Maintenance and repairs expense for the second quarter ~~2017~~2018 decreased ~~2.1~~$4.0 million, or 14.1 percent, compared to the same period in ~~2016. This~~2017. The year-over-year decrease is ~~mostly~~largely due to ~~a decrease in major~~fewer heavy maintenance ~~expense for~~events performed on our MD-80 aircraft, as ~~there was a higher number~~they are being systematically retired from our operating fleet. Additionally, the cost 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 routinemajor maintenance ~~in the current quarter. We expect routine maintenance expenses~~events 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 in depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the second quarter ~~2017 increased 18.6~~2018 remained relatively flat, with a 1.0 percent ~~compared~~decrease year over year. The decrease is due to ~~2016. Depreciation expense for~~ the ~~remainder of 2017 will continue to outpace 2016 as retirement of~~impairment charge taken on our MD-80 aircraft ~~has been accelerated~~in the fourth quarter 2017 as no depreciation expense for this fleet remains in the current quarter. Depreciation expense

related to ~~2019 or earlier. We also~~the MD-80 aircraft and Boeing 757-200 aircraft (retired in late 2017) for the three months ended June 30, 2017 was $4.9 million and $1.4 million, respectively.

The decrease in total depreciation and amortization expense was offset by higher monthly depreciation expense associated with our Airbus aircraft, as we continue to add Airbus aircraft into ~~service which result~~service. Depreciation expense for this fleet was $19.8 million for the second quarter 2018 compared to $13.7 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 $2.6 million for the second quarter 2018 compared to $1.6 million for the second quarter 2017.

Sales and marketing expense. Sales and marketing expense for the second quarter ~~2017~~2018 increased ~~$7.5~~$4.9 million compared to the same period in ~~2016, mostly~~2017, partly 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 majorityresult of the 10.4 percent increase in ~~this line item~~passenger revenue year over year. There were also increased expenses related to various marketing initiatives, including our national ad campaign, for our growing network.

Aircraft lease rentals expense.Aircraft lease rentals expense for the second quarter ~~2017 increased $2.2~~2018 decreased $2.3 million compared to ~~2016~~2017 due to ~~subservice~~fewer sub-service flights ~~needed for irregular operations.~~in the current quarter. 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.leases.

Income Tax Expense

Our effective tax rate ~~remained relatively flat quarter over quarter, at 38.1~~was 20.7 percent for the three months ended June 30, ~~2017,~~2018, compared to ~~38.0~~37.8 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. 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 percent for each of the six months ended June 30, 2017 and 2016.~~ The effective tax rate for the ~~six~~three months ended June 30, ~~2017~~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 tax benefit from 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.

Comparison of six months ended June 30, 2018 to six months ended June 30, 2017

Operating Revenue

Passenger revenue. Passenger revenue now includes both scheduled service revenue and air-related ancillary revenue, due to the implementation of the New Revenue Standard. For the six months ended June 30, 2018, passenger revenue increased 12.2 percent compared with 2017. The increase was mostly attributable to a 9.8 percent increase in scheduled service departures and a 1.9 percentage point increase in load factor, which resulted in 13.9 percent more scheduled service passengers traveling. Additional passengers resulted in year-to-date increases in ancillary revenue products such as convenience, baggage and seat fees.

Third party products revenue. Third party products revenue for the six months ended June 30, 2018 increased 4.0 percent over the same period in 2017 primarily due to an increase in net revenue from rental cars. This was offset by revenue reclassifications related to our Allegiant World Mastercard® co-brand credit card, whereby $3.6 million of the revenue related to the travel component was reclassified into passenger revenue.

Fixed fee contract revenue. Fixed fee contract revenue for the six months ended June 30, 2018 decreased 18.3 percent compared with 2017. This was planned and expected due to less availability of aircraft for charter flying during our fleet transition.

Other revenue. Other revenue decreased $3.9 million for the six months ended June 30, 2018 compared to 2017 primarily as six aircraft which generated lease revenue from a European carrier during the six months ended June 30, 2017 were delivered to us during the six months ended June 30, 2018. The effects of this decrease were slightly offset by increases in revenue from our golf course management solution.

Operating Expenses

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



	Six Months Ended June 30,				Percent
	2018		2017		Change
Aircraft fuel	$	32.61	$	27.48	18.7	%
Salary and benefits	30.63		30.47		0.5
Station operations	11.29		11.45		(1.4	)
Maintenance and repairs	6.26		9.49		(34.0	)
Depreciation and amortization	8.27		9.81		(15.7	)
Sales and marketing	5.34		4.33		23.3
Aircraft lease rentals	0.01		0.41		(97.6	)
Other	6.63		7.13		(7.0	)
Operating expense per passenger	$	101.04	$	100.57	0.5	%
Operating expense per passenger, excluding fuel	$	68.43	$	73.09	(6.4	)%

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
	2018			2017			Change
Aircraft fuel		2.99	¢		2.44	¢	22.5	%
Salary and benefits	2.81			2.71			3.7
Station operations	1.03			1.02			1.0
Maintenance and repairs	0.57			0.84			(32.1	)
Depreciation and amortization	0.76			0.87			(12.6	)
Sales and marketing	0.49			0.39			25.6
Aircraft lease rentals	—			0.04			(100.0	)
Other	0.60			0.63			(4.8	)
CASM		9.25	¢		8.94	¢	3.5	%
Operating CASM, excluding fuel		6.26	¢		6.50	¢	(3.7	)%

Aircraft fuel expense. Aircraft fuel expense increased $58.4 million, or 34.4 percent, for the six months ended June 30, 2018 compared to the same period in 2017 as the system average fuel cost per gallon increased by 29.5 percent, coupled with a 3.6 percent increase in system fuel gallons consumed on a 9.9 percent increase in system ASMs. ASM growth outpaced fuel consumption as fuel efficiency (measured as ASMs per gallon) increased 6.1 percent year over year, due to increased flying on our Airbus aircraft which are more fuel efficient than our MD-80 aircraft.

Salary and benefits expense. Salary and benefits expense increased $26.1 million, or 13.8 percent, for the six months ended June 30, 2018 compared to the same period in 2017. The increase is largely attributable to a 5.8 percent increase in the number of full-time equivalent employees. Additionally, in conjunction with the collective bargaining agreement with our flight attendants that went into effect in December 2017, flight attendant total salaries expense increased an average of 21 percent year over year.

Station operations expense. Station operations expense for the six months ended June 30, 2018 increased 11.7 percent on a 9.8 percent increase in scheduled service departures compared to the same period in 2017. The increase in expense outpaced the increase in departures due primarily to certain station incentives which expired during the first quarter of 2018.

Maintenance and repairs expense. Maintenance and repairs expense for the six months ended June 30, 2018 decreased $14.9 million, or 25.3 percent, compared with the same period in 2017. The year-over-year decrease is largely due to fewer heavy maintenance events performed on our MD-80 series aircraft, as they are being systematically retired from our operating fleet. Additionally, the cost of major maintenance events for our Airbus aircraft is deferred in accordance with the deferral method of accounting and the amortization of these expenses is included under depreciation and amortization expense.

Depreciation and amortization expense. Depreciation and amortization expense for the six months ended June 30, 2018 decreased by 4.4 percent compared to the same period in 2017, partially due to the impairment charge taken on our MD-80 aircraft in the fourth quarter 2017 as no depreciation expense for this fleet remains in the current year. Depreciation expense related to the MD-80 aircraft and Boeing 757-200 aircraft (retired in late-2017) for the six months ended June 30, 2017 was $11.3 million and $2.9 million, respectively.

The decrease in depreciation and amortization expense was partially offset by higher monthly depreciation expense associated with our Airbus aircraft, as we continue to add Airbus aircraft into service. Depreciation expense for this fleet was $38.0 million for the six months ended June 30, 2018 compared to $26.5 million for the same period in 2017. Amortization of major maintenance costs under the deferral method of accounting for the Airbus aircraft was $5.1 million for the six months ended June 30, 2018 compared to $2.9 million for 2017.

Sales and marketing expense. Sales and marketing expense for the six months ended June 30, 2018 increased $10.6 million compared to the same period in 2017, partly due to an increase in net credit card fees paid as a result of a 12.2 percent increase in passenger revenue year over year. There were also increased expenses related to various marketing initiatives, including our national ad campaign, for our growing network.

Aircraft lease rentals expense. Aircraft lease rentals expense for the six months ended June 30, 2018 decreased $2.5 million compared to the same period in 2017 due to fewer sub-service flights in the current year. We do not currently have aircraft under operating leases.

Other expense. Other operating expense for the six months ended June 30, 2018 increased $2.3 million compared to 2017. The increase is primarily due to information technology expenses, as well as other administrative expenses incurred to support our airline operations and golf course management business.

Income Tax Expense

Our effective tax rate was 20.6 percent for the six months ended June 30, 2018, compared to 37.3 percent for the six months ended June 30, 2017. The effective tax rate for the six months ended June 30, 2018 differed from the statutory federal income tax rate of 21.0 percent primarily due to the tax benefit from dissolution of foreign subsidiaries, offset by state 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 June 30,						Percent
	2017			2016			Change*		2018			2017			Change (1)
Operating statistics (unaudited):
Total system statistics:
Passengers	3,306,193			2,878,460			14.9		3,704,113			3,306,193			12.0
Revenue passenger miles (RPMs) (thousands)	2,958,808			2,665,753			11.0		3,276,599			2,958,808			10.7
Available seat miles (ASMs) (thousands)	3,584,209			3,178,904			12.7		3,922,294			3,584,209			9.4
Load factor	82.6		%	83.9		%	(1.3	)	83.5		%	82.6		%	0.9
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)									9.24			8.82			4.8
Fuel expense per ASM (cents)									3.12			2.38			31.1
Operating CASM, excluding fuel (cents)	6.42			5.67			13.2		6.12			6.44			(5.0	)
ASMs per gallon of fuel	71.9			72.0			(0.1	)	76.1			71.9			5.8
Departures	24,721			20,969			17.9		27,063			24,721			9.5
Block hours	56,056			48,506			15.6		60,707			56,056			8.3
Average stage length (miles)	866			893			(3.0	)	858			866			(0.9	)
Average number of operating aircraft during period	85.3			83.8			1.8		92.0			85.3			7.9
Average block hours per aircraft per day	7.2			6.4			12.5		7.3			7.2			1.4
Full-time equivalent employees at end of period	3,628			3,228			12.4		3,840			3,628			5.8
Fuel gallons consumed (thousands)	49,858			44,153			12.9		51,516			49,858			3.3
Average fuel cost per gallon***	$	1.71		$	1.36		25.7
Average fuel cost per gallon									$	2.38		$	1.71		39.2


Scheduled service statistics:
Passengers	3,266,789			2,850,112			14.6		3,681,944			3,266,789			12.7
Revenue passenger miles (RPMs) (thousands)	2,903,257			2,626,770			10.5		3,245,774			2,903,257			11.8
Available seat miles (ASMs) (thousands)	3,436,872			3,072,135			11.9		3,795,815			3,436,872			10.4
Load factor	84.5		%	85.5		%	(1.0	)	85.5		%	84.5		%	1.0
Departures	23,609			20,171			17.0		25,992			23,609			10.1
Block hours	53,632			46,763			14.7		58,536			53,632			9.1
Total scheduled service revenue per ASM (TRASM) (cents)**	11.07			10.74			3.1
Total passenger revenue per ASM (TRASM) (cents) (2)									11.15			11.10			0.5
Average fare - scheduled service(3)	$	67.54		$	66.36		1.8		$	64.62		$	67.76		(4.6	)
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)									$	45.53		$	44.66		1.9
Average fare - third party products									$	4.84		$	4.38		10.5
Average fare - total	$	116.43		$	115.72		0.6		$	114.99		$	116.80		(1.5	)
Average stage length (miles)	869			897			(3.1	)	864			869			(0.6	)
Fuel gallons consumed (thousands)	47,821			42,698			12.0		49,671			47,821			3.9
Average fuel cost per gallon***	$	1.70		$	1.36		25.0
Average fuel cost per gallon									$	2.37		$	1.70		39.4
Rental car days sold									404,355			391,010			3.4
Hotel room nights sold									93,484			107,910			(13.4	)
Percent of sales through website during period	95.1		%	93.9		%	1.2		93.9		%	95.1		%	(1.2	)

*(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.~~Company's booking path.


	Six Months Ended June 30,						Percent		Six Months Ended June 30,						Percent
	2017			2016			Change*		2018			2017			Change (1)
Operating statistics (unaudited):
Total system statistics:
Passengers	6,187,441			5,471,367			13.1		7,007,064			6,187,441			13.2
Revenue passenger miles (RPMs) (thousands)	5,667,306			5,185,903			9.3		6,371,403			5,667,306			12.4
Available seat miles (ASMs) (thousands)	6,961,046			6,180,289			12.6		7,650,857			6,961,046			9.9
Load factor	81.4		%	83.9		%	(2.5	)	83.3		%	81.4		%	1.9
Operating expense per ASM (CASM) (cents)***	8.88			7.57			17.3
Fuel expense per ASM (cents)***	2.44			1.84			32.6
Operating expense per ASM (CASM) (cents)									9.25			8.94			3.5
Fuel expense per ASM (cents)									2.99			2.44			22.5
Operating CASM, excluding fuel (cents)	6.44			5.73			12.4		6.26			6.50			(3.7	)
ASMs per gallon of fuel	72.0			72.1			(0.1	)	76.4			72.0			6.1
Departures	47,016			39,887			17.9		51,311			47,016			9.1
Block hours	109,249			94,776			15.3		118,510			109,249			8.5
Average stage length (miles)	883			913			(3.3	)	883			883			—
Average number of operating aircraft during period	85.0			83.0			2.4		90.8			85.0			6.8
Average block hours per aircraft per day	7.1			6.3			12.7		7.2			7.1			1.4
Full-time equivalent employees at end of period	3,628			3,228			12.4		3,840			3,628			5.8
Fuel gallons consumed (thousands)	96,708			85,676			12.9		100,156			96,708			3.6
Average fuel cost per gallon***	$	1.76		$	1.33		32.3
Average fuel cost per gallon									$	2.28		$	1.76		29.5


Scheduled service statistics:
Passengers	6,112,269			5,417,421			12.8		6,961,312			6,112,269			13.9
Revenue passenger miles (RPMs) (thousands)	5,565,191			5,110,323			8.9		6,310,393			5,565,191			13.4
Available seat miles (ASMs) (thousands)	6,674,035			5,970,086			11.8		7,397,830			6,674,035			10.8
Load factor	83.4		%	85.6		%	(2.2	)	85.3		%	83.4		%	1.9
Departures	44,857			38,346			17.0		49,256			44,857			9.8
Block hours	104,507			91,326			14.4		114,224			104,507			9.3
Total scheduled service revenue per ASM (TRASM) (cents)**	11.04			11.11			(0.6	)
Total passenger revenue per ASM (TRASM) (cents) (2)									11.23			11.12			1.0
Average fare - scheduled service(3)	$	70.80		$	72.12		(1.8	)	$	68.95		$	71.33		(3.3	)
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 - air-related charges (3)									$	46.31		$	45.67		1.4
Average fare - third party products									$	4.04		$	4.42		(8.6	)
Average fare - total	$	120.53		$	122.49		(1.6	)	$	119.30		$	121.42		(1.7	)
Average stage length (miles)	887			917			(3.3	)	889			887			0.2
Fuel gallons consumed (thousands)	92,713			82,852			11.9		96,542			92,713			4.1
Average fuel cost per gallon***	$	1.75		$	1.33		31.6
Average fuel cost per gallon									$	2.27		$	1.75		29.7
Rental car days sold									802,942			766,721			4.7
Hotel room nights sold									202,468			213,238			(5.1	)
Percent of sales through website during period	94.2		%	94.1		%	0.1		93.9		%	94.2		%	(0.3	)

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

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~~$441.8 million at June 30, ~~2017.~~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 months of ~~2017,~~2018, our primary source of funds was ~~$263.1~~$283.2 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 planned capital outlay related to Sunseeker Resorts and other travel and leisure initiatives. Of the 11 aircraft expected to be placed into service during the remainder of 2018, three are structured as capital leases and will not require separate financing, and one has already been paid for (the aircraft 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~~current share repurchase authority ~~to a total of~~is $100 million. There is no expiration to this program.

Debt

Our long-term debt and capital lease obligations balance, without reduction for related issuance costs, ~~increased~~decreased from ~~$813.2 million~~$1.2 billion as of December 31, ~~2016~~2017 to ~~$882.4 million~~$1.1 billion as of June 30, ~~2017~~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.~~debt, including the prepayment of certain debt secured by Airbus A320 series aircraft. During the second quarter ~~2017~~of 2018, we borrowed ~~$112.5~~$10.8 million secured by ~~seven aircraft.~~various ground equipment.

Sources and Uses of Cash

Operating Activities. During the six months ended June 30, ~~2017,~~2018, our operating activities provided ~~$263.1~~$283.2 million of cash compared to ~~$256.1~~$262.9 million during the same period of ~~2016.~~2017. The year-over-year increase in cash inflows is the result of a $13.8 million increase in net income, as well as changes in various asset and liability accounts, including a $46.9 million decrease in accounts receivable. This was ~~primarily impacted~~offset by adjustments made for non-cash items such as deferred income taxes ~~as well as a decrease~~($26.9 million lower in ~~accounts receivable, which offset the effects of lower net income for the six months ended June 30, 2017.~~2018).

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, invest in Sunseeker and other travel and leisure initiatives, and return capital to shareholders through share repurchases and dividends.

Investing Activities. Cash used in investing activities was ~~$269.5~~$158.6 million during the six months ended June 30, ~~2017~~2018 compared to ~~$118.9~~$269.5 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 maturities of investment securities (net of purchases) were $30.4 million in the ~~same period~~first half of ~~2016. Additionally, our net~~2018 compared to cash used to purchase investment securities (net of ~~proceeds from maturities) was~~proceeds) of $88.6 ~~million during the first six months of 2017 compared to $17.5~~ million for the same period in ~~2016.~~2017. Cash used to purchase property and equipment (including pre-delivery deposits) was $187.5 million for the first six months of 2018 compared to $182.3 million in the same period of 2017.

Financing Activities. Cash used in financing activities for the six months ended June 30, ~~2017~~2018 was ~~$38.3~~$153.1 million compared to ~~$118.6~~$38.3 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 $142.4 million in debt and capital lease payments in the first half of 2018 compared to $64.9 million for the same period in 2017. Our debt payments in the first half of 2018 included various scheduled 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 received $10.8 million in loan proceeds during the second quarter 2018, compared to $134.5 million in loan proceeds during the same period in 2017. For the six months ended June 30,

2018, we paid cash dividends of ~~2017, we repurchased common stock for $84.9~~$22.6 million, ~~and paid~~compared to the payment of cash dividends of $23.2 million ~~compared to the repurchase of~~and $86.2 million in open market common stock repurchases for ~~$63.3 million and payment of cash dividends of $44.4 million ($27.7 million of which was a special dividend declared in December 2015) in~~ 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, our reliance on third parties to deliver aircraft under contract to us on a timely basis, 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~~Except as discussed below relating to the New Revenue Standard, in the second quarter of 2018, there were no changes to our critical accounting policies and estimates from those disclosed in the Consolidated Financial Statements and accompanying notes contained in our 2017 Form 10-K.

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 ~~included in Item 7 of our Annual Report on Form 10-K~~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~~32.3 percent of our operating expenses for the six months ended June 30, ~~2017.~~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,~~2018, a hypothetical ten percent increase in the average price per gallon of fuel would have increased fuel expense by approximately ~~$8.3~~$12.0 million and ~~$17.6~~$22.9 million, respectively. 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 six months ended June 30, 2018 would have impacted interest income from cash and investment securities by approximately $2.3 million.

As of June 30, ~~2017,~~2018, we had a total of ~~$414.7~~$563.1 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 months ended June 30, ~~2017,~~2018, would have affected interest expense by ~~$1.9~~approximately $3.2 million.

As of June 30, ~~2017,~~2018, we had ~~$467.7~~$477.1 million of fixed-rate debt, including current maturities and without reduction for related ~~costs, which had a fair value of $484.9 million.~~costs. 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~~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,~~2018, under the supervision and with the participation of our management, including our chief executive officer ~~(“CEO”~~("CEO") and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange ~~Act.”~~Act”) as of the end of the period covered by this report. Based on ~~this~~that evaluation, management, including our ~~management~~CEO and CFO, 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~~forms 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 the Company’s management, including the CEO and the CFO, 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,~~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 on 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 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)		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			452	$	148.70	None
May	290,587	143.40		282,358			4,349	159.60		None
June	251,299	139.90		251,299			—	—		None
Total	597,377	$	142.22	589,057	$	3,096	4,801	$	—		$	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.



~~(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)~~	(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.



~~(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 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.~~

(2) Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on 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~~August 3, 2018	By:	/s/ Scott Sheldon
		Scott Sheldon, as duly authorized officer of the Company (Chief Financial Officer) and as Principal Financial Officer

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	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		%