The following discussion and analysis presents factors that had a material
effect on our results of operations during the three and nine months ended
September 30, 2022 and 2021. Also discussed is our financial position as of
September 30, 2022 and December 31, 2021. 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, 2021. 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.

Third Quarter 2022 Review

Highlights:



-Total operating revenue was $560.3 million, up 28.4 percent year over
three-year
-Total average fare of $125.95 up 15.5% from the third quarter 2019.
-Total average fare - air-related charges of $58.40, up 16.7 percent from 2019,
driven predominantly by strength in bundled ancillary
-Total average fare - third party products of $6.29, up 29.7 percent year over
three-year driven by Allways Allegiant World Mastercard strength
-Load factor of 88.5 percent, a 2.5 percentage point increase from the third
quarter of 2019
-Acquired 38 thousand new Allways Allegiant World Mastercard holders during the
quarter, the strongest third quarter acquisition since the program's inception
-Allegiant World Mastercard® and Allegiant Allways Rewards® were voted as the
No. 1 Best Airline Credit Card and Best Frequent Flyer Program in USA Today's 10
Best 2022 Loyalty/Rewards Readers' Choice Awards
-In October, named to Newsweek's Top 100 Most Loved Workplaces® list for the
second consecutive year
-Donated $100,000 to the American Red Cross for critical disaster relief to
communities in the aftermath of Hurricane Ian


AIRCRAFT



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

                              September 30, 2022      December 31, 2021
                  A319                 35                      35
                  A320(1)              81                      73
                  Total               116                     108

(1)Does not include ten aircraft of which we have taken delivery as of September 30, 2022, but were not yet in service as of that date.



As of September 30, 2022, we are party to forward purchase agreements for 52
aircraft with five aircraft scheduled for delivery in 2023 and the remainder
under contract thereafter. Additionally, we are party to a finance lease for one
aircraft which has now been delivered in October 2022.

NETWORK



As of September 30, 2022, we were selling 583 routes versus 598 as of the same
date in 2021 and 466 as of September 30, 2019, which represents a 2.5 percent
decrease and 25.1 percent increase, respectively. Our total active number of
origination cities and leisure destinations were 94 and 32, respectively, as of
September 30, 2022.

Our unique model is predicated around expanding and contracting capacity to meet seasonal travel demands.



TRENDS

COVID-19

The COVID-19 pandemic significantly impacted our operating results in 2020 and
2021 and we suffered numerous cancellations due to the effect of the Omicron
variant on flight crews into first quarter 2022. COVID-19 may continue to impact
our operations into the future. We believe that demand in the foreseeable future
could fluctuate in response to fluctuations in COVID-19 cases, variants of the
virus, hospitalizations, deaths, treatment efficacy, the availability of
vaccines, CDC recommendations, and government restrictions.

Strong Demand Momentum


                                       20
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As concerns over COVID-19 have declined, we have seen significant increases in load factors and average total fare per passenger beginning in March and continuing through the year to date.

Aircraft Fuel



The cost of fuel is volatile, as it is subject to many economic and geopolitical
factors we can neither control nor predict. Significant increases in fuel costs
could materially affect our operating results and profitability. We have not
sought to use financial derivative products to hedge our exposure to fuel price
volatility, nor do we have any plans to do so in the future.

The cost per gallon of fuel began to increase significantly in 2021 and the
increases were exacerbated by the geopolitical impact of the war in Ukraine. As
a result, the average fuel cost per gallon increased by 75.0 percent in third
quarter 2022 over third quarter 2021 and 78.2 percent over third quarter 2019.
We expect high fuel costs will continue to impact our total costs and operating
results.

Boeing Agreement

In December 2021, we signed an agreement with The Boeing Company to purchase 50
newly manufactured 737MAX aircraft scheduled to be delivered in 2023 to 2025
with options to purchase an additional 50 737's. We believe this new aircraft
purchase is complimentary with our low cost strategy based on our intent to
retain ownership of the aircraft, the longer useful life for depreciation
purposes, expected fuel savings and operational reliability from the use of
these new aircraft.

Operations



Staffing challenges continue to impact our operations and costs and we have
pulled back some of our planned growth for fourth quarter 2022 and into 2023 as
a result. We believe these issues are not unique to Allegiant nor do we believe
they are systemic. Our irregular operations costs are also impacted by our
policy to compensate passengers for their inconvenience in addition to the
ticket price, not generally done in the airline industry.

We are investing incrementally in our employee hiring and retention and our
operations in an attempt to improve performance and this may put pressure on
unit costs in the near term. However, if these problems persist, we may suffer
reputational damage and incur higher costs for irregular operations.

Union Negotiations



The collective bargaining agreement with our pilots is currently amendable and
the parties have begun to discuss the terms of a new labor agreement for this
work group. We are also in the process of negotiating a new contract with the
union representing our flight attendants. The terms of any new collective
bargaining agreement will impact our costs over the term of the contract.

Pilot Scarcity



The supply of pilots necessary for airline industry growth may be a limiting
factor. The pandemic resulted in more than 3,000 early pilot retirements across
U.S. mainline and cargo carriers and the pipeline for new pilots does not appear
at the present time to be sufficiently robust to replace retired pilots and to
allow for projected industry growth. The ability to hire and retain pilots will
be critical to our and the industry's growth.

Engagement of Schneider Electric as ESG Consultant

We have entered into a three-year partnership with Schneider Electric to help us develop an Environmental, Social and Governance (ESG) program including:



-Identifying and prioritizing relevant ESG topics through a materiality
assessment
-Establishing ESG goals and environmental goal achievement plans
-Developing an inaugural ESG report referencing the Global Reporting Initiative
(GRI) and Sustainability Accounting Standards Board (SASB) frameworks
-Providing ongoing carbon emissions reporting of Scope 1, 2 and 3 greenhouse gas
(GHG) emissions
-Supporting the communications efforts around our ESG program

VivaAerobus Alliance



In December 2021, we announced plans for a fully-integrated commercial alliance
agreement with VivaAerobus, designed to expand options for nonstop leisure air
travel between our markets in the United States and Mexico. We and VivaAerobus
have submitted a joint application to the DOT requesting approval of and
antitrust immunity for the alliance. VivaAerobus has received approval from the
Mexican Federal Economic Competition Commission to proceed with the alliance.

We and VivaAerobus currently expect to offer new routes under the alliance beginning in the first half of 2023, pending U.S. governmental approval of the applications and the return of Mexico to Category 1.

Sunseeker Resort


                                       21
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Near the end of September 2022, Hurricane Ian cut a destructive path through
Florida and Charlotte County, in particular. Sunseeker Resort suffered damage
from the Hurricane, to a large extent attributable to subcontractor cranes which
fell onto the buildings.

We have begun and will continue to evaluate damage caused by the Hurricane and
have engaged outside specialists, including structural engineers, to evaluate
the damage and advise as to the course of action to assure the safe completion
of the Resort. We maintain robust insurance coverage against damage from
hurricanes and business interruption insurance and are pursuing claims to
recover losses.

The Resort was previously selling rooms for as early as May 2023. Realizing
there will be some delays caused by the Hurricane, the Resort has now pushed
back the selling date to September 2023. As the extent of the damage is not yet
known nor can the Company predict how quickly resources will be available to
complete the construction, it is too early to tell whether the delays will be
longer or shorter.
                                       22
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RESULTS OF OPERATIONS

Comparison of three months ended September 30, 2022 to three months ended September 30, 2021

As comparisons of our 2022 results to periods during 2021 reflect disproportionate changes due to the continued impact of the pandemic on air travel during 2021, we have also provided analysis of certain revenue and expense line items to 2019 results where helpful to understand trends in our performance.



Operating Revenue

Passenger revenue. For the third quarter 2022, passenger revenue increased 21.9
percent compared to the same period in 2021 as scheduled service passengers were
up 12.5 percent due to stronger passenger demand. In addition, stronger
passenger demand resulted in a 17.7 percent increase in scheduled service
average base fare. We reduced the number of departures year-over-year to support
operational reliability. Capacity was flat year-over-year as an increase in the
average stage length and a slight increase in average seats per departure offset
the reduction in departures.

Passenger revenue for the third quarter 2022, as compared to third quarter 2019,
increased by 32.0 percent, as passengers increased by 15.0 percent on a 17.0
percent increase in capacity and average stage length increased by 4.4 percent,
resulting in a 2.5 percentage point increase in load factor. Average total fare
per scheduled service passenger increased by 15.5 percent over the same period
in 2019 as a result of a 16.7 percent increase in ancillary air-related revenue
per passenger and a 29.7 percent increase in ancillary third party revenue per
passenger.

The increase in ancillary air-related revenue per passenger over the same period in 2019 was primarily driven by increased revenue from the sale of bundled products as bundled products were not offered during the same period in 2019.



Third party products revenue. Third party products revenue for the third quarter
2022 increased 10.6 percent compared to the third quarter 2021 and 49.0 percent
compared to the third quarter 2019. The increase from 2021 is primarily the
result of greater travel demand for hotels over the same period and increased
Allways® Rewards Program revenues. Increased rental car and hotel rates also
contributed to the increase over 2021.

The substantial increase from 2019 is attributable to increased rental car rates
(which more than offset the impact of fewer rental car days) and growth in our
Allways® Rewards Program revenues.

Fixed fee contract revenue. Fixed fee contract revenue for the third quarter
2022 increased 42.9 percent compared to the same period in 2021 as a result of
an 8.1 percent increase in fixed fee departures when compared to lower charter
activity during the 2021 quarter impacted by the pandemic. In addition, fuel per
gallon pass throughs (which are accounted for as fixed fee contract revenue)
increased 75.0 percent as compared to 2021.

Fixed fee contract revenue for the third quarter 2022, as compared to 2019,
decreased by 19.8 percent as a result of a 28.5 percent decrease in fixed fee
revenue departures partially offset by an increase in fuel pass throughs treated
as revenue.

Operating Expenses

We primarily evaluate our expense management by comparing our costs per
available seat mile (ASM) across different periods, which enables us to assess
trends in each expense category. The following table presents unit costs on a
per ASM basis, or CASM, for the indicated periods, 2019 being included as a more
representative pre-pandemic third quarter comparison. Excluding fuel on a per
ASM basis provides 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.
                                       23
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                                                           Three Months Ended September 30,                                 Percent Change
Unitized costs (in cents)                        2022                    2021                    2019                  YoY                  Yo3Y
Aircraft fuel                                       4.68   ¢                2.67   ¢               2.69   ¢              75.3  %              74.0  %
Salaries and benefits                               3.09                    2.83                   2.77                   9.2                 11.6
Station operations                                  1.49                    1.60                   1.12                  (6.9)                33.0
Depreciation and amortization                       1.13                    1.04                   1.01                   8.7                 11.9
Maintenance and repairs                             0.72                    0.69                   0.64                   4.3                 12.5
Sales and marketing                                 0.58                    0.50                   0.45                  16.0                 28.9
Aircraft lease rentals                              0.13                    0.13                      -                     -                      NM
Other                                               0.67                    0.50                   0.69                  34.0                 (2.9)
Payroll Support Programs grant recognition             -                   (1.12)                     -                       NM                   NM
Special charges                                     0.79                    0.01                      -                       NM                   NM
CASM                                               13.28   ¢                8.85   ¢               9.37   ¢              50.1                 41.7
Operating CASM, excluding fuel                      8.60   ¢                6.18   ¢               6.68   ¢              39.2                 28.7
Sunseeker Resort CASM                               0.85                    0.05                   0.04                       NM                   NM
Operating CASM, excluding fuel and
Sunseeker Resort activity                           7.75   ¢                6.13   ¢               6.64   ¢              26.4                 16.7


NM - Not meaningful

Aircraft fuel expense. Aircraft fuel expense increased $89.8 million, or 75.9 percent, for the third quarter 2022 compared to third quarter 2021. This is primarily due to a 75.0 percent increase in average fuel cost per gallon.



When compared to the same period in 2019, aircraft fuel expense increased by
99.1 percent as average fuel cost per gallon increased 78.2 percent and fuel
gallons consumed increased 11.6 percent on a 14.5 percent increase in capacity.

Salaries and benefits expense. Salaries and benefits expense increased
$11.5 million, or 9.2 percent, for the third quarter 2022 when compared to the
same period in 2021. The increase is primarily due to a 24.2 percent increase in
the number of full time equivalent employees from the third quarter 2021.

When compared to the same period in 2019, salaries and benefits expense
increased by $29.8 million or 27.7 percent on a 24.1 percent increase in the
number of full time equivalent employees year over three-year. On a per ASM
basis, salaries and benefits expense increased 11.6 percent. The cost increases
primarily relate to increases in crew pay and increased salaries and benefit
costs associated with irregular operations.

Station operations expense. Station operations expense for the third quarter
2022 decreased $4.6 million, or 6.5 percent compared to the same period in 2021
due to decreased departures of 4.0 percent.

As compared to the same period in 2019, station operations expense increased by $22.8 million or 52.3 percent due to a 6.2 percent increase in departures, increased costs associated with irregular operations and increased airport fees.



Depreciation and amortization expense. Depreciation and amortization expense for
the third quarter 2022 increased by 8.0 percent as compared to the third quarter
2021 as the average number of aircraft owned and in service increased 6.6
percent year-over-year.

Compared to the same period in 2019, depreciation and amortization expense
increased $10.7 million or 27.0 percent as the average number of aircraft owned
and in service increased 17.3 percent and our deferred major maintenance balance
increased 49.4 percent for the period ended September 30, 2022 as compared to
September 30, 2019.

Maintenance and repairs expense. Maintenance and repairs expense for the third
quarter 2022 increased $1.7 million, or 5.7 percent, compared to the same period
in 2021. Routine maintenance costs increased as the average number of aircraft
in service increased 9.0 percent year-over-year and as a result of increased
costs related to outsourced labor in 2022 (largely attributable to our smaller
bases and outstations).

Compared to the same period in 2019, maintenance and repairs expense increased
by $7.4 million or 29.9 percent primarily due to a 31.4 percent increase in the
average number of aircraft in service and as a result of increased costs related
to outsourced labor in 2022.

Sales and marketing expense. Sales and marketing expense for the third quarter
2022 increased by 17.1 percent compared to the same period in 2021, due to an
increase in net credit card fees as a result of a 21.9 percent increase in
passenger revenue year-over-year.
                                       24
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Compared to the same period in 2019, sales and marketing expense increased by
46.8 percent primarily due to an increase in net credit card fees as a result of
a 32.0 percent increase in passenger revenue compared to the same period in 2019
as well as our entrance into new marketing agreements.

Other operating expense. Other expense increased $7.9 million or 35.4 percent
for the third quarter 2022 compared to the third quarter 2021 attributable to
incremental increases in our employee training activity.

Payroll Support Programs grant recognition. During 2021, we received $203.9 million in funds through the payroll support programs and recognized $49.2 million as an offset to operating expense on our statement of income during the third quarter of 2021. The funds were fully utilized in 2021. There were no such funds received in 2022.



Special charges. Special charges of $35.1 million were recorded within operating
expenses for the third quarter 2022 compared to $0.3 million for the same period
2021. The special charges in 2022 relate to an estimated loss incurred from the
impact of Hurricane Ian. The amount of the loss will be offset in future periods
by amounts to be recovered under our insurance policies. The charges in 2021
include accelerated depreciation on an airframe resulting from an accelerated
retirement plan. See Note 2 of Notes to Consolidated Financial Statements
(unaudited) for further information on the special charge recorded in 2022
related to Hurricane Ian.

Interest Expense



Interest expense for the quarter ended September 30, 2022 increased by $17.6
million, or 106.3 percent over third quarter 2021, due to new fixed rate debt
and finance lease transactions entered into since third quarter 2021 as well as
a 2.1 percentage point increase in the weighted average variable interest rate
year-over-year as general interest rates have risen. During the third quarter
2022, we recognized a loss on debt extinguishment of $5.0 million in relation to
the prepayment of our Term Loan B.

Income Tax Expense



We recorded a $9.7 million income tax benefit at an effective tax rate of 17.3
percent and an $11.0 million income tax expense at a 21.9 percent effective tax
rate for the three months ended September 30, 2022 and 2021, respectively. The
effective tax rate for the three months ended September 30, 2022 differed from
the statutory Federal income tax rate of 21.0 percent primarily due to state
income taxes and the impact of permanent tax differences.
                                       25
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Comparison of nine months ended September 30, 2022 to nine months ended September 30, 2021

As comparisons of our 2022 results to periods during 2021 reflect disproportionate changes due to the continued impact of the pandemic on air travel during 2021, we have also provided analysis of certain revenue and expense line items to 2019 results where helpful to understand trends in our performance.



Operating Revenue

Passenger revenue. For the nine months ended September 30, 2022, passenger
revenue increased 39.9 percent compared with the same period in 2021 as
scheduled service passengers were up 29.5 percent due to stronger passenger
demand in general and when compared to lower passenger demand related to
COVID-19 during the first nine months of 2021. In addition, stronger passenger
demand resulted in a 10.4 percent increase in scheduled service average base
fare.

Passenger revenue for the first nine months of 2022, as compared to the first
nine months of 2019 increased by 24.3 percent, as scheduled service passengers
increased by 12.6 percent on a 16.2 percent increase in capacity and average
stage length increased by 3.3 percent, resulting in a 0.5 percentage point
increase in load factor. Average total fare per scheduled service passenger
increased by 11.0 percent over the same period in 2019 primarily driven by a
16.5 percent increase in ancillary air related revenue per passenger and a 28.3
percent increase in ancillary third party revenue per passenger.

The increase in ancillary air related revenue per passenger over the same period in 2019 was primarily driven by increased revenue from the sale of bundled products as bundled products were not offered in the 2019 period.



Third party products revenue. Third party products revenue for the nine months
ended September 30, 2022 increased 26.5 percent over the same period in 2021 and
44.5 percent when compared to 2019. The increase from 2021 is primarily the
result of greater travel demand for rental cars and hotels and increased
Allways® Rewards Program revenues. Increased rental car and hotel rates combined
with a 11.0 percent increase in rental car days sold and a 13.7 percent increase
in room nights sold contributed to the substantial increase over 2021.

The increase from 2019 is attributable to increased rental car and hotel room
rates (which more than offset the impact of fewer rental car days and hotel room
nights) and substantial growth in our Allways® Rewards Program revenues.

Fixed fee contract revenue. Fixed fee contract revenue for the nine months ended
September 30, 2022 increased 59.5 percent compared to the same period in 2021 as
a result of an 11.1 percent increase in fixed fee departures largely due to
lower charter activity during the pandemic in the same period of 2021. In
addition, fuel per gallon pass throughs (which are accounted for as fixed fee
contract revenue) increased 84.8 percent as compared to the same period in 2021.

Fixed fee contract revenue for the nine months ended September 30, 2022, as compared to 2019, decreased by 10.9 percent as a result of a 22.7 percent decrease in fixed fee departures, partially offset by higher charter rates and higher fuel cost pass throughs.

Operating Expenses

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


                                                           Nine Months Ended September 30,                                  Percent Change
Unitized costs (in cents)                        2022                    2021                    2019                  YoY                  Yo3Y
Aircraft fuel                                       4.48   ¢                2.38   ¢               2.65   ¢              88.2  %              69.1  %
Salaries and benefits                               2.92                    2.80                   2.78                   4.3                  5.0
Station operations                                  1.41                    1.31                   1.05                   7.6                 34.3
Depreciation and amortization                       1.04                    1.03                   0.93                   1.0                 11.8
Maintenance and repairs                             0.65                    0.59                   0.56                  10.2                 16.1
Sales and marketing                                 0.54                    0.39                   0.48                  38.5                 12.5
Aircraft lease rentals                              0.12                    0.12                      -                     -                      NM
Other                                               0.59                    0.43                   0.60                  37.2                 (1.7)
Payroll Support Programs grant recognition             -                   (1.55)                     -                       NM                   NM
Special charges                                     0.25                    0.02                      -                       NM                   NM
CASM                                               12.00   ¢                7.52   ¢               9.05   ¢              59.6                 32.6
Operating CASM, excluding fuel (2)                  7.52   ¢                5.14   ¢               6.40   ¢              46.3                 17.5
Sunseeker Resort CASM                               0.30                    0.04                   0.05                       NM                   NM
Operating CASM, excluding fuel and
Sunseeker Resort activity                           7.22   ¢                5.10   ¢               6.35   ¢              41.6                 13.7



                                       26

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Aircraft fuel expense. Aircraft fuel expense increased $318.9 million, or 102.7
percent, for the nine months ended September 30, 2022 compared to the same
period in 2021. This is primarily driven by a 84.8 percent increase in average
fuel cost per gallon. In addition, ASMs increased by 7.7 percent contributing to
a 9.6 percent increase in fuel gallons consumed.

Aircraft fuel expense increased by $305.3 million or 94.2 percent for the nine
months ended September 30, 2022 compared to the same period in 2019. This is
primarily driven by an increase in average fuel cost per gallon of 72.9 percent
in addition to a 14.8 percent increase in ASMs resulting in a 12.1 percent
increase in fuel gallons consumed.

Salaries and benefits expense. Salaries and benefits expense increased $45.4
million, or 12.4 percent, for the nine months ended September 30, 2022 compared
to the same period in 2021. The increase is primarily due to a 24.2 percent
increase in the number of full time equivalent employees from the same period in
2021, offset by the employee retention tax credit recognized in the first
quarter of 2022.

Salaries and benefits expense for the nine months ended September 30, 2022
increased by $70.4 million or 20.7 percent as compared to the same period in
2019. The increase is primarily due to a 24.1 percent increase in the number of
full time equivalent employees from same period in 2019, offset by the employee
retention tax credit recognized in the first quarter of 2022. On a per ASM
basis, salaries and benefits expense increased 5.0 percent. The cost increases
primarily relate to increases in crew pay and increased salaries and benefits
costs associated with irregular operations.

Station operations expense. Station operations expense for the nine months ended
September 30, 2022 increased $27.7 million or 16.2 percent due to a 2.5 percent
increase in departures, increased costs associated with irregular operations,
and increased airport and landing fees.

As compared to the nine month period ended September 30, 2019, station operations expense increased by $70.6 million or 55.0 percent due to a 7.9 percent increase in departures, increased costs associated with irregular operations and increased airport fees.



Irregular operations costs in 2022 were significantly attributable to COVID
absences due to the Omicron variant in January and February. These absences
resulted in numerous flight cancellations. Higher than usual cancellations
continued into the third quarter as a result of staffing challenges and other
factors. The amount of irregular operations costs is significantly impacted by
our decision to compensate impacted passengers for their inconvenience in
addition to the ticket price.

Depreciation and amortization expense. Depreciation and amortization expense for
the nine months ended September 30, 2022 increased $11.5 million or 8.6 percent
as compared to the same period in 2021 due to a 7.6 percent increase in the
average number of aircraft owned and in service.

When compared to the nine months ended September 30, 2019, depreciation and
amortization expense increased 27.6 percent as the average number of aircraft
owned and in service increased 20.3 percent and our deferred major maintenance
balance increased 61.6 percent.

Maintenance and repairs expense. Maintenance and repairs expense for the nine
months ended September 30, 2022 increased by $14.7 million or 19.2 percent
compared to the same period in 2021. Routine maintenance costs increased as the
average number of aircraft in service increased 10.9 percent year-over-year and
as a result of increased costs related to outsourced labor in 2022.

As compared to the nine months ended September 30, 2019, maintenance and repairs
expense increased by $22.7 million or 33.1 percent as the number of aircraft in
service increased by 34.0 percent and increased costs related to outsourced
labor in 2022 (largely attributable to our smaller bases and outstations).

Sales and marketing expense. Sales and marketing expense for the nine months
ended September 30, 2022 increased 47.1 percent compared to the same period in
2021, due to an increase in net credit card fees as a result of a 39.9 percent
increase in passenger revenue year-over-year.

Compared to the nine months ended September 30, 2019, sales and marketing expense increased 27.8 percent due to an increase in net credit card fees as a result of a 24.3 percent increase in passenger revenue.



Other expense. Other expense for the nine months ended September 30, 2022
increased by $27.5 million or 49.4 percent year-over-year, due to increased
service, incremental increases in our employee training activity and offset by
decreased activity in our non-airline subsidiaries due to the sale of Teesnap in
the second quarter of 2021.

Payroll Support Programs grant recognition. During 2021, we received
$203.9 million in funds through the payroll support programs and recognized
$202.2 million as an offset to operating expense on our income statement for the
nine month period ending September 30, 2021. The funds were fully utilized in
2021. There were no such funds received in 2022.

Special charges. Special charges of $35.4 million were recorded within operating
expenses for the nine months ended September 30, 2022 compared to $2.9 million
for the same period in 2021. The special charges in 2022 relate to the estimated
                                       27
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loss incurred from the impact of of Hurricane Ian. The amount of the loss will
be offset in future periods by amounts to be recovered under our insurance
policies. The charges in 2021 include accelerated retirements of five airframes
and eight engines and an impairment loss on a building associated with the
Allegiant Nonstop family entertainment line of business. See Note 2 of the Notes
to Consolidated Financial Statement (unaudited) for further information on the
special charge recorded in 2022 related to Hurricane Ian.

Income Tax Expense



We recorded a $10.9 million income tax benefit at an effective rate of 17.9
percent compared to a $40.3 million tax expense at a 22.2 percent effective tax
rate for the nine months ended September 30, 2022 and 2021, respectively. The
17.9 percent effective tax rate for the nine months ended September 30, 2022
differed from the statutory federal income tax rate of 21.0 percent primarily
due to state income taxes and the impact of permanent tax differences. The 22.2
percent effective tax rate for the nine months ended September 30, 2021 differed
from the statutory federal income tax rate of 21.0 percent primarily due to
state income taxes and the impact of ASU 2016-09 related to share-based
payments.
                                       28
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Comparative Consolidated Operating Statistics



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

                                                       Three Months Ended September 30,                             Percent Change (1)
                                               2022                  2021                   2019                 YoY                Yo3Y
Operating statistics (unaudited):
Total system statistics:
Passengers                                      4,359,417         3,872,651                  3,806,369            12.6  %             14.5  %

Available seat miles (ASMs) (thousands) 4,450,595 4,441,201


                 3,888,400             0.2                14.5

Operating expense per ASM (CASM) (cents)        13.28   ¢              8.85   ¢               9.37   ¢            50.1                41.7
Fuel expense per ASM (cents)                     4.68   ¢              2.67   ¢               2.69   ¢            75.3                74.0

Operating CASM, excluding fuel (cents)           8.60   ¢              6.18   ¢               6.68   ¢            39.2                28.7
Sunseeker Resort CASM (cents)(2)                 0.85   ¢              0.05   ¢               0.04   ¢            NM                 NM
Operating CASM, excluding fuel and
Sunseeker Resort activity (cents)                7.75   ¢              6.13   ¢               6.64   ¢            26.4                16.7
ASMs per gallon of fuel                              82.4              82.5                       80.3            (0.1)                2.6
Departures                                         29,432            30,663                     27,707            (4.0)                6.2
Block hours                                        67,277            67,398                     59,678            (0.2)               12.7
Average stage length (miles)                          857               829                        823             3.4                 4.1
Average number of operating aircraft
during period                                       115.1             105.6                       87.6             9.0                31.4
Average block hours per aircraft per day              6.4               7.0                        7.4            (8.6)              (13.5)
Full-time equivalent employees at end of
period                                              5,294             4,261                      4,267            24.2                24.1
Fuel gallons consumed (thousands)                  54,044            53,850                     48,443             0.4                11.6
Average fuel cost per gallon             $           3.85       $      2.20           $           2.16            75.0                78.2


Scheduled service statistics:
Passengers                                 4,316,163             3,834,956             3,753,611                 12.5             15.0
Revenue passenger miles (RPMs)
(thousands)                                    3,820,339         3,302,519             3,170,826                 15.7             20.5
Available seat miles (ASMs) (thousands)    4,315,984             4,312,893             3,687,473                  0.1             17.0
Load factor                                     88.5   %              76.6   %              86.0   %             11.9              2.5
Departures                                    28,436                29,593                26,238                (3.9)              8.4
Block hours                                   65,182                65,296                56,576                (0.2)             15.2
Average seats per departure                    175.8                 174.3                 170.8                  0.9              2.9
Yield (cents) (3)                               6.92   ¢              6.04   ¢              6.42   ¢             14.6              7.8
Total passenger revenue per ASM (TRASM)
(cents)(4)                                     12.60   ¢             10.40   ¢             11.10   ¢             21.2             13.5
Average fare - scheduled service(5)      $     61.26           $     52.05           $     54.20                 17.7             13.0
Average fare - air-related charges(5)    $     58.40           $     58.45           $     50.03                (0.1)             16.7
Average fare - third party products      $      6.29           $      6.40           $      4.85                (1.7)             29.7
Average fare - total                     $    125.95           $    116.91           $    109.08                  7.7             15.5
Average stage length (miles)                     860                   834                   824                  3.1              4.4
Fuel gallons consumed (thousands)             52,491                52,249                46,038                  0.5             14.0
Average fuel cost per gallon             $      3.84           $      2.19           $      2.17                 75.3             77.0
Rental car days sold                         364,481               366,407               482,944                (0.5)           (24.5)
Hotel room nights sold                        71,205                66,626                99,991                  6.9           (28.8)
Percent of sales through website during
period                                          96.1   %              95.4   %              93.1   %              0.7              3.0


(1)Except load factor and percent of sales through website during period, which
are presented as a percentage point change.
(2)Includes a $35.0 million special charge in the third quarter 2022 relating to
Hurricane Ian damage to Sunseeker Resort.The amount of the loss will be offset
in future periods by amounts to be recovered under our insurance policies.
(3)Defined as scheduled service revenue divided by revenue passenger miles.
(4)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.
(5)Reflects division of passenger revenue between scheduled service (base fare)
and air-related charges in our booking path.
                                       29
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Comparative Consolidated Operating Statistics



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

                                                        Nine Months Ended September 30,                              Percent Change (1)
                                               2022                   2021                   2019                 YoY                Yo3Y
Operating statistics (unaudited):
Total system statistics:
Passengers                                     12,834,078              9,906,371             11,426,183            29.6  %             12.3  %
Available seat miles (ASMs) (thousands)        14,060,825             13,049,732             12,245,704             7.7                14.8
Operating expense per ASM (CASM) (cents)        12.00   ¢               7.52   ¢               9.05   ¢            59.6                32.6
Fuel expense per ASM (cents)                     4.48   ¢               2.38   ¢               2.65   ¢            88.2                69.1
Operating CASM, excluding fuel (cents)           7.52   ¢               5.14   ¢               6.40   ¢            46.3                17.5
Sunseeker Resort CASM (cents)(2)                 0.30   ¢               0.04   ¢               0.05   ¢            NM                 NM
Operating CASM, excluding fuel and
Sunseeker Resort activity (cents)                7.22   ¢               5.10   ¢               6.35   ¢            41.6                13.7
ASMs per gallon of fuel                              84.2                   85.6                   82.2            (1.6)                2.4
Departures                                         90,064                 87,854                 83,454             2.5                 7.9
Block hours                                       212,403                197,581                187,829             7.5                13.1
Average stage length (miles)                          885                    852                    858             3.9                 3.1
Average number of operating aircraft
during period                                       112.7                  101.6                   84.1            10.9                34.0
Average block hours per aircraft per day              6.9                    7.1                    8.2            (2.8)              (15.9)
Full-time equivalent employees at end of
period                                              5,294                  4,261                  4,267            24.2                24.1
Fuel gallons consumed (thousands)                 167,070                152,464                148,980             9.6                12.1
Average fuel cost per gallon             $           3.77       $           2.04       $           2.18            84.8                72.9


Scheduled service statistics:
Passengers                                 12,736,268             9,838,512             11,307,004                 29.5             12.6
Revenue passenger miles (RPMs)
(thousands)                                11,646,212             8,657,151              9,964,948                 34.5             16.9
Available seat miles (ASMs) (thousands)    13,716,838            12,739,769             11,800,788                  7.7             16.2
Load factor                                      84.9   %              68.0   %               84.4   %             16.9              0.5
Departures                                     87,475                85,303                 80,149                  2.5              9.1
Block hours                                   206,868               192,481                180,674                  7.5             14.5
Average seats per departure                     175.7                 173.8                  171.0                  1.1              2.7
Yield (cents) (3)                                6.94   ¢              6.53   ¢               6.85   ¢              6.3              1.3
Total passenger revenue per ASM (TRASM)
(cents)(4)                                      12.03   ¢              9.30   ¢              11.18   ¢             29.4              7.6
Average fare - scheduled service(5)      $      63.44           $     57.48           $      60.40                 10.4              5.0
Average fare - air-related charges(5)    $      60.07           $     56.79           $      51.56                  5.8             16.5
Average fare - third party products      $       6.08           $      6.22           $       4.74                (2.3)             28.3
Average fare - total                     $     129.59           $    120.49           $     116.70                  7.6             11.0
Average stage length (miles)                      889                   857                    861                  3.7              3.3
Fuel gallons consumed (thousands)             162,933               148,578                143,433                  9.7             13.6
Average fuel cost per gallon             $       3.77           $      2.03           $       2.17                 85.7             73.7
Rental car days sold                        1,161,579             1,046,751              1,495,502                 11.0           (22.3)
Hotel room nights sold                        222,334               195,535                319,197                 13.7           (30.3)
Percent of sales through website during
period                                           96.2   %              94.3   %               93.4   %              1.9              2.8


(1)Except load factor and percent of sales through website during period, which
are presented as a percentage point change.
(2)Includes $35.0 million special charge in the third quarter 2022 relating to
Hurricane Ian damage to Sunseeker Resort.The amount of the loss will be offset
in future periods by amounts to be recovered under our insurance policies.
(3)Defined as scheduled service revenue divided by revenue passenger miles.
(4)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.
(5)Reflects division of passenger revenue between scheduled service (base fare)
and air-related charges in our booking path.

                                       30
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LIQUIDITY AND CAPITAL RESOURCES

Current liquidity

Cash, cash equivalents and investment securities (short-term and long-term) decreased to $1.00 billion at September 30, 2022, from $1.19 billion at December 31, 2021. Investment securities represent highly liquid marketable securities which are available-for-sale.



Restricted cash represents escrowed funds under fixed fee contracts, escrowed
airport project funds 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 reflected as air traffic liability.

We believe we have more than adequate liquidity resources through our cash
balances, operating cash flows and borrowings to meet our future contractual
obligations. We will continue to consider raising funds through debt financing
on an opportunistic basis.

Debt

Our debt and finance lease obligations balance, without reduction for related
issuance costs, increased from $1.77 billion as of December 31, 2021 to $2.02
billion as of September 30, 2022. During the nine months ended September 30,
2022, we entered into debt and finance leases for $918.3 million including debt
of $550.0 million to refinance our term loan due 2024. During this period, we
made principal payments of $666.0 million, including a $531.7 million prepayment
of our term loan due 2024, $24.7 million prepayment of our payroll support
program loans and $1.7 million prepayment of debt secured by aircraft.

As of September 30, 2022, approximately 82 percent of our debt and finance lease obligations are fixed-rate.



Sources and Uses of Cash

Operating Activities. Operating cash inflows are primarily derived from providing air transportation and related ancillary products and services to customers. During the nine months ended September 30, 2022, our operating activities provided $221.8 million of cash compared to $373.6 million during the same period 2021. This change is mostly attributable to a $191.1 million decrease in net income offset by changes in current assets and liability accounts.



Investing Activities. Cash used for investing activities was $335.6 million
during the nine months ended September 30, 2022 compared to $513.3 million used
for investing activities during the same period in 2021. The change is due to a
$405.7 million increase in proceeds from maturities, net of purchases, of
investment securities during the nine months ended September 30, 2022 as
proceeds from maturities exceeded purchases of investment securities in the nine
months ended September 30, 2022 but not in the same period of 2021. This was
offset by a $227.0 million increase in purchases of property and equipment,
including $88.5 million related to aircraft pre-delivery deposits during the
nine months ended September 30, 2022.

Financing Activities. Cash used for financing activities for the nine months
ended September 30, 2022 was $15.7 million, compared to $205.4 million cash
provided by financing activities for the same period in 2021. The change
resulted from $335.1 million of proceeds from the issuance of common stock in
the first nine months of 2021 offset by an increase in proceeds from debt
issuance in excess of principal payments and debt issuance costs of
$200.8 million compared to the same period in 2021 as debt proceeds exceeded
principal payments and debt issuance costs in the nine months ended September
30, 2022 but not in the same period of 2021. The $82.8 million in other
financing activities is largely attributable to the deposit of $87.5 million of
loan proceeds into a construction disbursement account and as such, is a direct
offset to $87.5 million of proceeds from the issuance of debt obligations for
Sunseeker Resort.
                                       31
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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 our statements regarding number of contracted
aircraft to be placed in service in the future, the timing of aircraft
deliveries and retirements, the implementation of a joint alliance with
VivaAerobus, the development of our Sunseeker Resort, as well as other
information concerning future results of operations, business strategies,
financing plans, competitive position, industry environment, potential growth
opportunities, the effects of future regulation and the effects of competition.
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," "hope" 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, the impact of
Hurricane Ian on our Florida markets and on completion of Sunseeker Resort, the
impact and duration of the COVID-19 pandemic on airline travel and the economy,
liquidity issues resulting from the effect of the COVID-19 pandemic on our
business, restrictions imposed on us a result of accepting government grants
under the government payroll support programs, an accident involving, or
problems with, our aircraft, public perception of our safety, our reliance on
our automated systems, 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 to be
acquired, the ability to obtain necessary government approvals to implement the
announced alliance with VivaAerobus and to otherwise prepare to offer
international service, terrorist attacks, risks inherent to airlines, our
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 in 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



There have been no material changes to our critical accounting estimates during
the nine months ended September 30, 2022. For information regarding our critical
accounting policies and estimates, see disclosures in the Consolidated Financial
Statements and accompanying notes contained in our 2021 Form 10-K, and in Note 1
of Notes to Consolidated Financial Statements (unaudited).
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