Allegiant Travel CO (Form: 10-K, Received: 03/01/2021 13:51:14)

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PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT Recipient: Allegiant Air, LLC 1201 N. Town Center Dr. Las Vegas, NV 89144 □dditional Recipients: PSP Participant Number: PSA-2004062435 Employer Identification Number: 20-0808621 DUNS Number: 019216626 - ------- ---- □mount of Initial Payroll Support Payment: $45,879,110 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties. The undersigned hereby agree to the attached Payroll Support Program Extension Agreement. Department of the Treasury Name: Title: Date: 0MB Approval No. 1505-0263 ACTIVE 54611978v4 Allegiant Air, LLC First Authorized Representative: Gregory Anderson Title: EVP, CFO Date: .. -~ A~~ Second Authorized Representative: Scott Sheldon Title: EVP, COO Date: 1 January 15, 2021 January 15, 2021

PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT INTRODUCTION Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP Extension Law) directs the Department of the Treasury (Treasury) to provide Payroll Support (as defined herein) to passenger air carriers and certain contractors that must be exclusively used for the continuation of payment of Employee Salaries, Wages, and Benefits (as defined herein). The PSP Extension Law permits Treasury to provide Payroll Support in such form, and on such terms and conditions, as the Secretary of the Treasury determines appropriate, and requires certain assurances from the Recipient (as defined herein). This Payroll Support Program Extension Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Program Extension Certification attached hereto ( collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient. DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings, unless the context clearly requires otherwise. In addition, this Agreement shall be construed in a manner consistent with any public guidance Treasury may from time to time issue regarding the implementation of the PSP Extension Law. Additional Payroll Support Payment means any disbursement of Payroll Support occurring after the first disbursement of Payroll Support under this Agreement. Affiliate means any Person that directly or indirectly controls, is controlled by, or is under common control with, the Recipient. For purposes of this definition, "control" of a Person shall mean having the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by ownership of voting equity, by contract, or otherwise. Benefits means, without duplication of any amounts counted as Salary or Wages, pension expenses in respect of Employees, all expenses for accident, sickness, hospital, and death benefits to Employees, and the cost of insurance to provide such benefits; any Severance Pay or Other Benefits payable to Employees pursuant to a bona fide voluntary early retirement program or voluntary furlough; and any other similar expenses paid by the Recipient for the benefit of Employees, including any other fringe benefit expense described in lines 10 and 11 of Financial Reporting Schedule P-6, Form 41, as published by the Department of Transportation, but excluding any Federal, state, or local payroll taxes paid by the Recipient. Corporate Officer means, with respect to the Recipient, its president; any vice president in charge of a principal business unit, division, or function (such as sales, administration or finance); any other officer who performs a policy-making function; or any other person who performs similar policy making functions for the Recipient. Executive officers of subsidiaries or parents of the Recipient may be deemed Corporate Officers of the Recipient if they perform such policy-making functions for the Recipient. 2 ACTIVE 54611978v4

Employee means an individual who is employed by the Recipient and whose principal place of employment is in the United States (including its territories and possessions), including salaried, hourly, full-time, part-time, temporary, and leased employees, but excluding any individual who is a Corporate Officer or independent contractor. Involuntary Termination or Furlough means the Recipient terminating the employment of one or more Employees or requiring one or more Employees to take a temporary suspension or unpaid leave for any reason, including a shut-down or slow-down of business; provided, however, that an Involuntary Termination or Furlough does not include a Permitted Termination or Furlough. Maximum Awardable Amount means the amount determined by the Secretary with respect to the Recipient pursuant to section 403(a) of the PSP Extension Law. Payroll Support means funds disbursed by the Secretary to the Recipient under this Agreement, including the first disbursement of Payroll Support and any Additional Payroll Support Payment. PSP Extension Law means Subtitle A of Title N of Division N of the Consolidated Appropriations Act, 2021. Permitted Termination or Furlough means, with respect to an Employee, ( 1) a voluntary furlough, voluntary leave of absence, voluntary resignation, or voluntary retirement, (2) termination of employment resulting from such Employee's death or disability, or (3) the Recipient terminating the employment of such Employee for cause or placing such Employee on a temporary suspension or unpaid leave of absence for disciplinary reasons, in either case, as reasonably determined by the Recipient acting in good faith. Person means any natural person, corporation, limited liability company, partnership, joint venture, trust, business association, governmental entity, or other entity. PSP 1 means the Payroll Support Program established under Division A, Title N, Subtitle B of the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-136). Recall means the dispatch of a notice by the Recipient, via mail, courier, or electronic mail, to an Employee who was subject to an Involuntary Termination or Furlough notifying the Employee that (1) the Employee must, within a specified period of time that is not less than 14 days or such other period for recall as is specified in an existing collective bargaining agreement entered into before December 27, 2020, elect either (a) to return to employment or bypass return to employment, in accordance with an applicable collective bargaining agreement or, in the absence of a collective bargaining agreement, the Recipient's policy; or (b) to permanently separate from employment with the Recipient; and (2) failure to respond within such time period specified shall be considered an election under clause (l)(b) of this definition. Recipient means, collectively, the Signatory Entity; its Affiliates that are listed on the signature page hereto as Additional Recipients; and their respective heirs, executors, administrators, successors, and assigns. Returning Employee means an Employee of the Recipient who was subject to an Involuntary Termination or Furlough and who has elected to return to employment pursuant to a Recall. 3 ACTIVE 54611978v4

Salary means, without duplication of any amounts counted as Benefits, a predetennined regular payment, typically paid on a weekly or less frequent basis but which may be expressed as an hourly, weekly, annual or other rate, as well as cost-of-living differentials, vacation time, paid time off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any Federal, state, or local payroll taxes paid by the Recipient. Secretary means the Secretary of the Treasury. Severance Pay or Other Benefits means any severance payment or other similar benefits, including cash payments, health care benefits, perquisites, the enhancement or acceleration of the payment or vesting of any payment or benefit or any other in-kind benefit payable (whether in lump sum or over time, including after October 1, 2022) by the Recipient to a Corporate Officer or Employee in connection with any termination of such Corporate Officer's or Employee's employment (including, without limitation, resignation, severance, retirement, or constructive termination), which shall be determined and calculated in respect of any Employee or Corporate Officer of the Recipient in the manner prescribed in 17 CFR 229.402(i) (without regard to its limitation to the five most highly compensated executives and using the actual date of termination of employment rather than the last business day of the Recipient's last completed fiscal year as the trigger event). Signatory Entity means the passenger air carrier or contractor that has entered into this Agreement. Taxpayer Protection Instruments means warrants, options, preferred stock, debt securities, notes, or other financial instruments issued by the Recipient or an Affiliate to Treasury as compensation for the Payroll Support under this Agreement, if applicable. Total Compensation means compensation including salary, wages, bonuses, awards of stock, and any other financial benefits provided by the Recipient or an Affiliate, as applicable, which shall be determined and calculated for the 2019 calendar year or any applicable 12-month period in respect of any Employee or Corporate Officer of the Recipient in the manner prescribed under paragraph e.5 of the award term in 2 CFR part 170, App. A, but excluding any Severance Pay or Other Benefits in connection with a termination of employment. Wage means, without duplication of any amounts counted as Benefits, a payment, typically paid on an hourly, daily, or piecework basis, including cost-of-living differentials, vacation, paid time off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any Federal, state, or local payroll taxes paid by the Recipient. PAYROLL SUPPORT PAYMENTS 1. Upon the execution of this Agreement by Treasury and the Recipient, the Secretary shall approve the Recipient's application for Payroll Support. 2. The Recipient may receive Payroll Support in multiple payments up to the Maximum Awardable Amount, and the amounts (individually and in the aggregate) and timing of such payments will be determined by the Secretary in his sole discretion. The Secretary may, in his sole discretion, increase or reduce the Maximum Awardable Amount (a) consistent with 4 ACTIVE 54611978v4

section 403(a) of the PSP Extension Law and (b) on a pro rata basis in order to address any shortfall in available funds, pursuant to section 403(c) of the PSP Extension Law. 3. The Secretary may determine in his sole discretion that any Payroll Support shall be conditioned on, and subject to, compliance by the Recipient with all applicable requirements under PSPl if the Recipient received financial assistance in PSPl, and such additional terms and conditions (including the receipt of, and any terms regarding, Taxpayer Protection Instruments) to which the parties may agree in writing. TERMS AND CONDITIONS Retaining and Paying Employees 4. The Recipient shall use the Payroll Support exclusively for the continuation of payment of Wages, Salaries, and Benefits to the Employees of the Recipient, including the payment of lost Wages, Salaries, and Benefits to Returning Employees. a. Furloughs and Layoffe. The Recipient shall not conduct an Involuntary Termination or Furlough of any Employee between the date of this Agreement and March 31, 2021. b. Employee Salary, Wages, and Benefits 1. Salary and Wages. Except in the case of a Permitted Termination or Furlough, the Recipient shall not, between the date of this Agreement and March 31, 2021, reduce, without the Employee's consent, (A) the pay rate of any Employee earning a Salary, or (B) the pay rate of any Employee earning Wages. ii. Benefits. Except in the case of a Permitted Termination or Furlough, the Recipient shall not, between the date of this Agreement and March 31, 2021, reduce, without the Employee's consent, the Benefits of any Employee; provided, however, that for purposes of this paragraph, personnel expenses associated with the performance of work duties, including those described in line 10 of Financial Reporting Schedule P-6, Form 41, as published by the Department of Transportation, may be reduced to the extent the associated work duties are not performed. 4.1. If the Recipient received financial assistance in PSPl, the Recipient shall: a. Recall, not later than 72 hours after this Agreement has been executed by each party hereto, any Employees who were subject to an Involuntary Termination or Furlough between October 1, 2020, and the effective date of this Agreement, and enable each Returning Employee to return to employment within 30 days after making the election to do so; b. compensate, not later than 30 days after a Returning Employee returns to employment, such Returning Employee for lost Salary, Wages, and Benefits ( offset 5 ACTIVE 54611978v4

by any amounts received by the Returning Employee from the Recipient or an Affiliate as a result of such Returning Employee's Involuntary Termination or Furlough, including any Severance Pay or Other Benefits or furlough pay) between December 1, 2020, and the effective date of this Agreement; and c. restore the rights and protections for any Returning Employees as if such Returning Employees had not been subject to an Involuntary Termination or Furlough. 4.2. If the Recipient did not receive financial assistance in PSPl, the Recipient shall: a. Recall, not later than 72 hours after this Agreement has been executed by each party hereto, any Employees who were subject to an Involuntary Termination or Furlough between March 27, 2020, and the effective date of this Agreement, and enable each Returning Employee to return to employment within 30 days of making the election to do so; b. compensate, not later than 30 days after a Returning Employee returns to employment, such Returning Employee for lost Salary, Wages, and Benefits ( offset by any amounts received by the Returning Employee from the Recipient or an Affiliate as a result of such Returning Employee's Involuntary Termination or Furlough, including any Severance Pay or Other Benefits or furlough pay) between December 1, 2020, and the effective date of this Agreement; and c. restore the rights and protections for any Returning Employees as if such Returning Employees had not been subject to an Involuntary Termination or Furlough. Dividends and Buybacks 5. Through March 31, 2022, neither the Recipient nor any Affiliate shall, in any transaction, purchase an equity security of the Recipient or of any direct or indirect parent company of the Recipient that, in either case, is listed on a national securities exchange. 6. Through March 31, 2022, the Recipient shall not pay dividends, or make any other capital distributions, with respect to the common stock (or equivalent equity interest) of the Recipient. Limitations on Certain Compensation 7. Beginning October 1, 2020, and ending October 1, 2022, the Recipient and its Affiliates shall not pay any of the Recipient's Corporate Officers or Employees whose Total Compensation exceeded $425,000 in calendar year 2019 (other than an Employee whose compensation is determined through an existing collective bargaining agreement entered into before December 27, 2020): a. Total Compensation which exceeds, during any 12 consecutive months of such two- year period, the Total Compensation the Corporate Officer or Employee received in calendar year 2019; or 6 ACTIVE 54611978v4

b. Severance Pay or Other Benefits in connection with a termination of employment with the Recipient which exceed twice the maximum Total Compensation received by such Corporate Officer or Employee in calendar year 2019. 8. Beginning October 1, 2020, and ending October 1, 2022, the Recipient and its Affiliates shall not pay, during any 12 consecutive months of such two-year period, any of the Recipient's Corporate Officers or Employees whose Total Compensation exceeded $3,000,000 in calendar year 2019 Total Compensation in excess of the sum of: a. $3,000,000; and b. 50 percent of the excess over $3,000,000 of the Total Compensation received by such Corporate Officer or Employee in calendar year 2019. 9. For purposes of determining applicable amounts under paragraphs _7 and 8 with respect to any Corporate Officer or Employee who was employed by the Recipient or an Affiliate for less than all of calendar year 2019, the amount of Total Compensation in calendar year 2019 shall mean such Corporate Officer's or Employee's Total Compensation on an annualized basis. Continuation of Service 10. If the Recipient is an air carrier, until March 1, 2022, the Recipient shall comply with any applicable requirement issued by the Secretary of Transportation under section 407) of the PSP Extension Law to maintain scheduled air transportation service to any point served by the Recipient before March 1, 2020. Effective Date 11. This Agreement shall be effective as of the date of its execution by both parties. Reporting and Auditing 12. Until the calendar quarter that begins after the later of October 1, 2022, and the date on which no Taxpayer Protection Instrument is outstanding, not later than 45 days after the end of each of the first three calendar quarters of each calendar year and 90 days after the end of each calendar year, the Signatory Entity, on behalf of itself and each other Recipient, shall certify to Treasury that it is in compliance with the terms and conditions of this Agreement and provide a report containing the following: a. the amount of Payroll Support funds expended during such quarter; b. the Recipient's financial statements (audited by an independent certified public accountant, in the case of annual financial statements); c. a copy of the Recipient's IRS Form 941 filed with respect to such quarter; and 7 ACTIVE 54611978v4

d. a detailed summary describing, with respect to the Recipient, (a) any changes in Employee headcount during such quarter and the reasons therefor, including any Involuntary Termination or Furlough, (b) any changes in the amounts spent by the Recipient on Employee Wages, Salary, and Benefits during such quarter, and (c) any changes in Total Compensation for, and any Severance Pay or Other Benefits in connection with the termination of, Corporate Officers and Employees subject to limitation under this Agreement during such quarter; and the reasons for any such changes. 13. If the Recipient or any Affiliate, or any Corporate Officer of the Recipient or any Affiliate, becomes aware of facts, events, or circumstances that may materially affect the Recipient's compliance with the terms and conditions of this Agreement, the Recipient or Affiliate shall promptly provide Treasury with a written description of the events or circumstances and any action taken, or contemplated, to address the issue. 14. In the event the Recipient contemplates any action to commence a bankruptcy or insolvency proceeding in any jurisdiction, the Recipient shall promptly notify Treasury. 15. The Recipient shall: a. Promptly provide to Treasury and the Treasury Inspector General a copy of any Department of Transportation Inspector General report, audit report, or report of any other oversight body, that is received by the Recipient relating to this Agreement. b. Immediately notify Treasury and the Treasury Inspector General of any indication of fraud, waste, abuse, or potentially criminal activity pertaining to the Payroll Support. c. Promptly provide Treasury with any information Treasury may request relating to compliance by the Recipient and its Affiliates with this Agreement. 16. The Recipient and Affiliates will provide Treasury, the Treasury Inspector General, and such other entities as authorized by Treasury timely and unrestricted access to all documents, papers, or other records, including electronic records, of the Recipient related to the Payroll Support, to enable Treasury and the Treasury Inspector General to make audits, examinations, and otherwise evaluate the Recipient's compliance with the terms of this Agreement. This right also includes timely and reasonable access to the Recipient's and its Affiliates' personnel for the purpose of interview and discussion related to such documents. This right of access shall continue as long as records are required to be retained. In addition, the Recipient will provide timely reports as reasonably required by Treasury, the Treasury Inspector General, and such other entities as authorized by Treasury to comply with applicable law and to assess program effectiveness. Recordkeeping and Internal Controls 17. If the Recipient is a debtor as defined under 11 U.S.C. § 101(13), the Payroll Support funds, any claim or account receivable arising under this Agreement, and any segregated account 8 ACTIVE 54611978v4

holding funds received under this Agreement shall not constitute or become property of the estate under 11 U.S.C. § 541. 18. The Recipient shall expend and account for Payroll Support funds in a manner sufficient to: a. Permit the preparation of accurate, current, and complete quarterly reports as required under this Agreement. b. Permit the tracing of funds to a level of expenditures adequate to establish that such funds have been used as required under this Agreement. 19. The Recipient shall establish and maintain effective internal controls over the Payroll Support; comply with all requirements related to the Payroll Support established under applicable Federal statutes and regulations; monitor compliance with Federal statutes, regulations, and the terms and conditions of this Agreement; and take prompt corrective actions in accordance with audit recommendations. The Recipient shall promptly remedy any identified instances of noncompliance with this Agreement. 20. The Recipient and Affiliates shall retain all records pertinent to the receipt of Payroll Support and compliance with the terms and conditions of this Agreement (including by suspending any automatic deletion functions for electronic records, including e-mails) for a period of three years following the period of performance. Such records shall include all information necessary to substantiate factual representations made in the Recipient's application for Payroll Support, including ledgers and sub-ledgers, and the Recipient's and Affiliates' compliance with this Agreement. While electronic storage of records (backed up as appropriate) is preferable, the Recipient and Affiliates may store records in hardcopy (paper) format. The term "records" includes all relevant financial and accounting records and all supporting documentation for the information reported on the Recipient's quarterly reports. 21. If any litigation, claim, investigation, or audit relating to the Payroll Support is started before the expiration of the three-year period, the Recipient and Affiliates shall retain all records described in paragraph 20 until all such litigation, claims, investigations, or audit findings have been completely resolved and final judgment entered or final action taken. Remedies 22. If Treasury believes that an instance of noncompliance by the Recipient or an Affiliate with (a) this Agreement, (b) sections 404 or 406 of the PSP Extension Law, or (c) the Internal Revenue Code of 1986 as it applies to the receipt of Payroll Support has occurred, Treasury may notify the Recipient in writing of its proposed determination of noncompliance, provide an explanation of the nature of the noncompliance, and specify a proposed remedy. Upon receipt of such notice, the Recipient shall, within seven days, accept Treasury's proposed remedy, propose an alternative remedy, or provide information and documentation contesting Treasury's proposed determination. Treasury shall consider any such submission by the Recipient and make a final written determination, which will state Treasury's findings regarding noncompliance and the remedy to be imposed. 9 ACTIVE 54611978v4

23. If Treasury makes a final determination under paragraph 22 that an instance of noncompliance has occurred, Treasury may, in its sole discretion, withhold any Additional Payroll Support Payments; require the repayment of the amount of any previously disbursed Payroll Support, with appropriate interest; require additional reporting or monitoring; initiate suspension or debarment proceedings as authorized under 2 CFR Part 180; terminate this Agreement; or take any such other action as Treasury, in its sole discretion, deems appropriate. 24. Treasury may make a final determination regarding noncompliance without regard to paragraph 22 if Treasury determines, in its sole discretion, that such determination is necessary to protect a material interest of the Federal Government. In such event, Treasury shall notify the Recipient of the remedy that Treasury, in its sole discretion, shall impose, after which the Recipient may contest Treasury's final determination or propose an alternative remedy in writing to Treasury. Following the receipt of such a submission by the Recipient, Treasury may, in its sole discretion, maintain or alter its final determination. 25. Any final determination of noncompliance and any final determination to take any remedial action described herein shall not be subject to further review. To the extent permitted by law, the Recipient waives any right to judicial review of any such determinations and further agrees not to assert in any court any claim arising from or relating to any such determination or remedial action. 26. Instead of, or in addition to, the remedies listed above, Treasury may refer any noncompliance or any allegations of fraud, waste, or abuse to the Treasury Inspector General. 27. Treasury, in its sole discretion, may grant any request by the Recipient for termination ofthis Agreement, which such request shall be in writing and shall include the reasons for such termination, the proposed effective date of the termination, and the amount of any unused Payroll Support funds the Recipient requests to return to Treasury. Treasury may, in its sole discretion, determine the extent to which the requirements under this Agreement may cease to apply following any such termination. 28. If Treasury determines that any remaining portion of the Payroll Support will not accomplish the purpose of this Agreement, Treasury may terminate this Agreement in its entirety to the extent permitted by law. 29. Any Payroll Support in excess of the amount which Treasury determines, at any time, the Recipient is authorized to receive or retain under the terms of this Agreement constitutes a debt to the Federal Government. 30. Any debts determined to be owed by the Recipient to the Federal Government shall be paid promptly by the Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for payment, unless other satisfactory arrangements have been made. Interest, penalties, and administrative charges shall be charged on delinquent debts in accordance with 31 U.S.C. § 3717, 31 CFR 901.9, and paragraphs 31 and 32. 10 ACTIVE 54611978v4

Treasury will refer any debt that is more than 180 days delinquent to Treasury's Bureau of the Fiscal Service for debt collection services. 31 . Penalties on any debts shall accrue at a rate of not more than 6 percent per year or such other higher rate as authorized by law. 32. Administrative charges relating to the costs of processing and handling a delinquent debt shall be determined by Treasury. 33. The Recipient shall not use funds from other federally sponsored programs to pay a debt to the government arising under this Agreement. Protections for Whistleblowers 34. In addition to other applicable whistleblower protections, in accordance with 41 U.S.C. § 4 712, the Recipient shall not discharge, demote, or otherwise discriminate against an Employee as a reprisal for disclosing information to a Person listed below that the Employee reasonably believes is evidence of gross mismanagement of a Federal contract or grant, a gross waste of Federal funds, an abuse of authority relating to a Federal contract or grant, a substantial and specific danger to public health or safety, or a violation oflaw, rule, or regulation related to a Federal contract (including the competition for or negotiation of a contract) or grant: a. A Member of Congress or a representative of a committee of Congress; b. An Inspector General; c. The Government Accountability Office; d. A Treasury employee responsible for contract or grant oversight or management; e. An authorized official of the Department of Justice or other law enforcement agency; f. A court or grand jury; or g. A management official or other Employee of the Recipient who has the responsibility to investigate, discover, or address misconduct. Lobbying 35. The Recipient shall comply with the provisions of 31 U.S.C. § 1352, as amended, and with the regulations at 31 CFR Part 21. Non-Discrimination 36. The Recipient shall comply with, and hereby assures that it will comply with, all applicable Federal statutes and regulations relating to nondiscrimination including: 11 ACTIVE 54611978v4

a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), including Treasury's implementing regulations at 31 CFR Part 22; b. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794); c. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107), including Treasury's implementing regulations at 31 CFR Part 23 and the general age discrimination regulations at 45 CFR Part 90; and d. The Air Carrier Access Act of 1986 (49 U.S.C. § 41705). Additional Reporting 37. Within seven days after the date ofthis Agreement, the Recipient shall register in SAM.gov, and thereafter maintain the currency of the information in SAM.gov until at least October 1, 2022. The Recipient shall review and update such information at least annually after the initial registration, and more frequently if required by changes in the Recipient's information. The Recipient agrees that this Agreement and information related thereto, including the Maximum Awardable Amount and any executive total compensation reported pursuant to paragraph 38, may be made available to the public through a U.S. Government website, including SAM.gov. 3 8. For purposes of paragraph 3 7, the Recipient shall report total compensation as defined in paragraph e.5 of the award term in 2 CFR part 170, App. A for each of the Recipient's five most highly compensated executives for the preceding completed fiscal year, if: a. the total Payroll Support is $25,000 or more; b. in the preceding fiscal year, the Recipient received: 1. 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance, as defined at 2 CFR 170.320 (and subawards); and n. $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance, as defined at 2 CFR 170.320 (and subawards); and c. the public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. To determine if the public has access to the compensation information, the Recipient shall refer to U.S. Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm. 39. The Recipient shall report executive total compensation described in paragraph 38: 12 ACTIVE 54611978v4

a. as part of its registration profile at https:/ /www.sam.gov; and b. within five business days after the end of each month following the month in which this Agreement becomes effective, and annually thereafter. 40. The Recipient agrees that, from time to time, it will, at its own expense, promptly upon reasonable request by Treasury, execute and deliver, or cause to be executed and delivered, or use its commercially reasonable efforts to procure, all instruments, documents and information, all in form and substance reasonably satisfactory to Treasury, to enable Treasury to ensure compliance with, or effect the purposes of, this Agreement, which may include, among other documents or information, (a) certain audited financial statements of the Recipient, (b) documentation regarding the Recipient's revenues derived from its business as a passenger air carrier or regarding the passenger air carriers for which the Recipient provides services as a contractor (as the case may be), and (c) the Recipient's most recent quarterly Federal tax returns. The Recipient agrees to provide Treasury with such documents or information promptly. 41. If the total value of the Recipient's currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period before termination of this Agreement, then the Recipient shall make such reports as required by 2 CFR part 200, Appendix XII. 42. The Recipient acknowledges that neither Treasury, nor any other actor, department, or agency of the Federal Government, shall condition the provision of Payroll Support on the Recipient's implementation of measures to enter into negotiations with the certified bargaining representative of a craft or class of employees of the Recipient under the Railway Labor Act (45 U.S.C. 151 et seq.) or the National Labor Relations Act (29 U.S.C. 151 et seq.), regarding pay or other terms and conditions of employment. 43. Notwithstanding any other provision of this Agreement, the Recipient has no right to, and shall not, transfer, pledge, mortgage, encumber, or otherwise assign this Agreement or any Payroll Support provided under this Agreement, or any interest therein, or any claim, account receivable, or funds arising thereunder or accounts holding Payroll Support, to any party, bank, trust company, or other Person without the express written approval of Treasury. 44. The Signatory Entity will cause its Affiliates to comply with all of their obligations under or relating to this Agreement. 45. Unless otherwise provided in guidance issued by Treasury or the Internal Revenue Service, the form of any Taxpayer Protection Instrument held by Treasury and any subsequent holder will be treated as such form for purposes of the Internal Revenue Code of 1986 (for example, a Taxpayer Protection Instrument in the form of a note will be treated as indebtedness for purposes of the Internal Revenue Code of 1986). 13 ACTIVE 54611978v4

46. This Agreement may not be amended or modified except pursuant to an agreement in writing entered into by the Recipient and Treasury, except that Treasury may unilaterally amend this Agreement if required in order to comply with applicable Federal law or regulation. 47. Subject to applicable law, Treasury may, in its sole discretion, waive any term or condition under this Agreement imposing a requirement on the Recipient or any Affiliate. 48. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and assigns. 49. The Recipient represents and warrants to Treasury that this Agreement, and the issuance and delivery to Treasury of the Taxpayer Protection Instruments, if applicable, have been duly authorized by all requisite corporate and, if required, stockholder action, and will not result in the violation by the Recipient of any provision of law, statute, or regulation, or of the articles of incorporation or other constitutive documents or bylaws of the Recipient, or breach or constitute an event of default under any material contract to which the Recipient is a party. 50. The Recipient represents and warrants to Treasury that this Agreement has been duly executed and delivered by the Recipient and constitutes a legal, valid, and binding obligation of the Recipient enforceable against the Recipient in accordance with its terms. 51. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute a single contract. 52. The words "execution," "signed," "signature," and words oflike import in any assignment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding anything herein to the contrary, delivery of an executed counterpart of a signature page of this Agreement by electronic means, or confirmation of the execution of this Agreement on behalf of a party by an email from an authorized signatory of such party, shall be effective as delivery of a manually executed counterpart of this Agreement. 53. The captions and paragraph headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 54. This Agreement is governed by and shall be construed in accordance with Federal law. Insofar as there may be no applicable Federal law, this Agreement shall be construed in accordance with the laws of the State of New York, without regard to any rule of conflicts of law ( other than section 5-1401 of the New York General Obligations Law) that would result in the application of the substantive law of any jurisdiction other than the State of New York. 14 ACTIVE 54611978v4

55. Nothing in this Agreement shall require any unlawful action or inaction by either party. 56. The requirement pertaining to trafficking in persons at 2 CFR 175.15(b) is incorporated herein and made applicable to the Recipient. 57. This Agreement, together with the attachments hereto, including the Payroll Support Program Extension Certification and any attached terms regarding Taxpayer Protection Instruments, constitute the entire agreement of the parties relating to the subject matter hereof and supersede any previous agreements and understandings, oral or written, relating to the subject matter hereof. There may exist other agreements between the parties as to other matters, which are not affected by this Agreement and are not included within this integration clause. 58. No failure by either party to insist upon the strict performance of any provision of this Agreement or to exercise any right or remedy hereunder, and no acceptance of full or partial Payroll Support (if applicable) or other performance by either party during the continuance of any such breach, shall constitute a waiver of any such breach of such provision. ATTACHMENT Payroll Support Program Extension Certification of Corporate Officer of Recipient 15 ACTIVE 54611978v4

PAYROLL SUPPORT PROGRAM EXTENSION CERTIFICATION OF CORPORATE OFFICER OF RECIPIENT In connection with the Payroll Support Program Extension Agreement (Agreement) between Allegiant Air, LLC and the Department of the Treasury (Treasury) relating to Payroll Support being provided by Treasury to the Recipient under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021, I hereby certify under penalty of perjury to the Treasury that all of the following are true and correct. Capitalized terms used but not defined herein have the meanings set forth in the Agreement. (1) I have the authority to make the following representations on behalf of myself and the Recipient. I understand that these representations will be relied upon as material in the decision by Treasury to provide Payroll Support to the Recipient. (2) The information and certifications provided by the Recipient in an application for Payroll Support, and in any attachments or other information provided by the Recipient to Treasury related to the application, are true and correct and do not contain any materially false, fictitious, or fraudulent statement, nor any concealment or omission of any material fact. (3) The Recipient has the legal authority to apply for the Payroll Support, and it has the institutional, managerial, and financial capability to comply with all obligations, terms, and conditions set forth in the Agreement and any attachment thereto. (4) The Recipient and any Affiliate will give Treasury, Treasury's designee or the Treasury Office of Inspector General (as applicable) access to, and opportunity to examine, all documents, papers, or other records of the Recipient or Affiliate pertinent to the provision of Payroll Support made by Treasury based on the application, in order to make audits, examinations, excerpts, and transcripts. (5) No Federal appropriated funds, including Payroll Support, have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (6) If the Payroll Support exceeds $100,000, the Recipient shall comply with the disclosure requirements in 31 CPR Part 21 regarding any amounts paid for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Payroll Support. ACTIVE 54611978v4

I acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in this certification, or in the application that it supports, may be the subject of criminal prosecution and also may subject me and the Recipient to civil penalties and/or administrative remedies for false claims or otherwise. Corporate Officer of Signatory Entity Name: Gregory Anderson Title: EVP, CFO Date: January 15, 2021 ACTIVE 54611978v4 Second Authorized Representative Name: Scott Sheldon Title: EVP, COO Date: January 15, 2021


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended		December 31, 2020

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


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)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 Par Value	ALGT	Nasdaq Global Select Market


PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	15
ITEM 1B.	Unresolved Staff Comments	24
ITEM 2.	Properties	24
ITEM 3.	Legal Proceedings	26
ITEM 4.	Mine Safety Disclosures	26

PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
ITEM 6.	Selected Financial Data	29
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	39
ITEM 8.	Financial Statements and Supplementary Data	40
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	73
ITEM 9A.	Controls and Procedures	73
ITEM 9B.	Other Information	73

PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	75
ITEM 11.	Executive Compensation	75
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	75
ITEM 14.	Principal Accountant Fees and Services	75

PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	76
ITEM 16.	Form 10-K Summary	78
	Signatures	79


Routes to Orlando						71
Routes to Las Vegas						62
Routes to Tampa/St. Petersburg						54
Routes to Punta Gorda						51
Routes to Phoenix						45
Routes to Destin						39
Routes to Los Angeles						31
Other routes						224
Total routes						577


Aircraft Type	Number of In-service Aircraft	Seating Capacity (per aircraft)	Age Range (years)	Average Age in Years

Airbus A319	34	156	14-17	15.4
Airbus A320	61	177/180/186	2-23	13.2

Total aircraft	95


Airport						Location
Asheville Regional Airport						Fletcher, North Carolina
Bellingham International Airport						Bellingham, Washington
Cincinnati/Northern Kentucky International Airport						Hebron, Kentucky
Destin-Fort Walton Beach Airport						Destin, Florida
Ft. Lauderdale-Hollywood International Airport						Ft. Lauderdale, Florida
Gerald R. Ford International Airport						Grand Rapids, Michigan
Indianapolis International Airport						Indianapolis, Indiana
Lehigh Valley International Airport						Allentown, Pennsylvania
Los Angeles International Airport						Los Angeles, California
McCarran International Airport						Las Vegas, Nevada
McGhee Tyson Airport						Knoxville, Tennessee
Myrtle Beach International Airport (on a seasonal basis)						Myrtle Beach, South Carolina
Nashville International Airport						Nashville, Tennessee
Orlando Sanford International Airport						Sanford, Florida
Phoenix-Mesa Gateway Airport						Mesa, Arizona
Pittsburgh International Airport						Pittsburgh, Pennsylvania
Punta Gorda Airport						Punta Gorda, Florida
Savannah/Hilton Head International Airport						Savannah, Georgia
St. Petersburg-Clearwater International Airport						St. Petersburg, Florida


Period	High		Low
2020
1st Quarter	$	180.20	$	60.06
2nd Quarter	139.68		63.50
3rd Quarter	144.87		100.10
4th Quarter	190.51		112.71
2019
1st Quarter	$	142.97	$	98.18
2nd Quarter	148.80		128.64
3rd Quarter	157.50		136.87
4th Quarter	183.26		143.61


	12/31/2015		12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020
ALGT	$	100.00	$	100.58	$	95.30	$	64.48	$	110.14	$	119.61
Nasdaq Composite Index	100.00		107.50		137.86		132.51		179.19		257.38
AMEX Airline Index	100.00		127.52		134.19		104.20		126.37		95.48


	For the Year Ended December 31,
FINANCIAL DATA (in thousands except per share amounts):	2020(4)		2019		2018		2017(3)		2016
Total operating revenue	$	990,073	$	1,840,965	$	1,667,447	$	1,511,203	$	1,378,942
Total operating expenses	1,271,058		1,477,015		1,423,988		1,280,573		1,006,375
Operating income (loss)	(280,985)		363,950		243,459		230,630		372,567
Total other expense(1)	80,082		62,703		44,141		31,623		24,600
Income (loss) before income taxes	(361,067)		301,247		199,318		199,007		347,967


Net income (loss)	$	(184,093)	$	232,117	$	161,802	$	198,148	$	220,866
Earnings (loss) per share to common shareholders:(2)
Basic	$	(11.53)	$	14.27	$	10.02	$	12.14	$	13.31
Diluted	(11.53)		14.26		10.00		12.13		13.29
Cash dividends declared per share	0.70		2.80		2.80		2.80		2.40


Total assets	$	3,258,925	$	3,010,803	$	2,498,668	$	2,180,157	$	1,671,576
Total long-term debt and finance leases, net of related costs	1,659,011		1,421,853		1,271,733		1,164,892		808,274
Shareholders' equity	699,363		883,551		690,321		553,311		475,740


	For the Year Ended December 31,
OPERATING DATA: (unaudited)	2020			2019			2018			2017			2016
Total system statistics:
Passengers	8,623,984			15,012,149			13,750,199			12,310,122			11,128,191

Available seat miles (ASMs) (thousands)	13,125,533			16,174,240			14,899,874			13,612,003			12,375,505


Operating expense per ASM (CASM) (cents)(1)(2)(3)	9.68			9.13			9.56			9.41			8.13
Fuel expense per ASM (cents)(2)	1.69			2.65			2.99			2.52			2.08
Operating CASM, excluding fuel (cents)(1)(3)	7.99			6.48			6.57			6.89			6.05
ASMs per gallon of fuel	87.80			82.34			77.82			72.96			71.62
Departures	87,955			110,542			101,212			93,061			82,341
Block hours	196,849			248,513			230,123			212,405			190,706
Average stage length (miles)	862			855			868			870			889
Average number of operating aircraft during period	97.4			85.6			91.0			87.3			83.3
Average block hours per aircraft per day	5.9			8.0			6.9			6.7			6.3
Full-time equivalent employees at end of period	3,863			4,363			3,901			3,752			3,416
Fuel gallons consumed (thousands)	149,479			196,442			191,471			186,563			172,796
Average fuel cost per gallon(2)	$	1.48		$	2.18		$	2.33		$	1.84		$	1.49

Scheduled service statistics:
Passengers	8,553,623			14,823,267			13,606,103			12,138,146			11,003,864
Revenue passenger miles (RPMs) (thousands)	7,626,470			13,038,003			12,145,601			10,901,161			10,130,675
Available seat miles (ASMs) (thousands)	12,814,080			15,545,818			14,340,674			13,031,824			11,921,733
Load factor	59.5		%	83.9		%	84.7		%	83.7		%	85.0		%
Departures	85,276			105,690			96,554			88,432			78,747


Block hours	191,732			238,361			220,760			202,752			183,290



Total passenger revenue per ASM (TRASM) (cents)(3)	7.40			11.28			11.10			10.93			11.02
Average fare - scheduled service(4)	$	52.45		$	61.58		$	67.01		$	67.90		$	69.86
Average fare - ancillary air-related charges(4)	$	53.03		$	51.96		$	45.71		$	45.14		$	45.47
Average fare - third party products	$	5.43		$	4.72		$	4.27		$	4.34		$	4.08
Average fare - total	$	110.91		$	118.26		$	116.99		$	117.38		$	119.41
Average stage length (miles)	867			859			875			876			895
Fuel gallons consumed (thousands)	145,528			188,596			183,798			178,298			166,528
Percent of sales through website during period	93.1		%	93.3		%	93.8		%	94.0		%	94.2		%
OTHER DATA: (unaudited)
Hotel room nights	199,059			415,593			409,164			390,986			439,942
Rental car days	1,132,173			1,921,930			1,823,451			1,415,901			1,502,326


(1)			Includes effect of special items in the years 2017 and 2020.
(2)			Includes effect of fuel tax refund of $8.3 million (approximately $0.05 per gallon) in 2016.
(3)			Various components of this measure do not have a direct correlation to ASMs. These figures are provided on a per ASM basis so as to facilitate comparisons with airlines reporting costs and revenues on a per ASM basis.
(4)			Reflects division of passenger revenue between scheduled service and air-related charges in our booking path.


	As of December 31,
	2020	2019	2018
A320(1)(2)	61	54	44
A319(3)	34	37	32

Total	95	91	76


	For the Year Ended December 31,		Percent
Consolidated unitized costs (in cents)	2020	2019	Change
Salary and benefits	2.88	2.78	3.6	%
Aircraft fuel	1.69	2.65	(36.2)
Depreciation and amortization	1.34	0.96	39.6
Station operations	1.10	1.06	3.8
Maintenance and repairs	0.49	0.57	(14.0)
Sales and marketing	0.33	0.49	(32.7)
Aircraft lease rentals	0.07	—	NM
Other	0.61	0.62	(1.6)
CARES Act grant recognition	(1.16)	—	NM
Operating Special charges	2.33	—	NM
CASM	9.68	9.13	6.0	%
Operating CASM, excluding fuel	7.99	6.48	23.3


(in thousands)	Total		Less than 1 year		2-3 years		4-5 years		More than 5 years
Long-term debt obligations(1)	$	1,721,336	$	263,336	$	342,461	$	906,224	$	209,315
Aircraft acquisition obligations(2)	86,900		65,900		21,000		—		—
Finance and operating lease obligations	302,330		35,926		80,884		58,576		126,944

Total future payments under contractual obligations	$	2,110,566	$	365,162	$	444,345	$	964,800	$	336,259


	As of December 31,
	2020	2019	2018
Leisure destinations	28	27	23
Origination cities	96	97	98
Total cities	124	124	121

Total routes	497	466	417


	March 31		June 30 (1)		September 30		December 31
2020
Operating revenues	$	409,181	$	133,347	$	200,984	$	246,561
Operating income	(117,805)		(113,252)		(33,081)		(23,648)
Net income (loss)	(33,009)		(93,103)		(29,143)		(28,838)
Earnings (loss) per share to common shareholders:
Basic	$	(2.08)	$	(5.85)	$	(1.82)	$	(1.79)
Diluted	(2.08)		(5.85)		(1.82)		(1.79)
2019
Operating revenues	$	451,622	$	491,759	$	436,509	$	461,074
Operating income	91,078		108,105		72,116		92,652
Net income	57,124		70,543		43,929		60,522
Earnings per share to common shareholders:
Basic	$	3.52	$	4.33	$	2.70	$	3.72
Diluted	3.52		4.33		2.70		3.72


	December 31, 2020		December 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$	152,764	$	121,888
Restricted cash	17,555		14,897
Short-term investments	532,477		335,928
Accounts receivable	192,215		25,516
Expendable parts, supplies and fuel, net of reserve of $4,323 and $2,748	24,006		28,375
Prepaid expenses and other current assets	24,616		35,617


TOTAL CURRENT ASSETS	943,633		562,221
Property and equipment (including $187,166 and $195,796 from VIEs, Note 7), net of accumulated depreciation of $598,546 and $484,510	2,050,311		2,236,808
Long-term investments	—		15,542
Deferred major maintenance, net of accumulated amortization of $57,022 and $34,423	127,463		129,654
Operating lease right-of-use assets, net	115,911		22,081
Deposits and other assets	21,607		44,497
TOTAL ASSETS:	$	3,258,925	$	3,010,803
CURRENT LIABILITIES
Accounts payable	$	34,197	$	27,667
Accrued liabilities	116,093		159,031
Current operating lease liabilities	14,313		2,662
Air traffic liability	307,508		249,950
Current maturities of long-term debt and finance lease obligations (including $17,610 and $17,327 from VIEs, Note 7), net of related costs of $7,527 and $5,694	217,234		173,274
TOTAL CURRENT LIABILITIES	689,345		612,584
LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES
Long-term debt and finance lease obligations (including $135,683 and $159,324 from VIEs, Note 7), net of current maturities and related costs of $15,926 and $17,930	1,441,777		1,248,579
Deferred income taxes	301,763		232,520
Noncurrent operating lease liabilities	102,289		21,290
Other noncurrent liabilities	24,388		12,279
TOTAL LIABILITIES:	2,559,562		2,127,252
COMMITMENTS AND CONTINGENCIES (NOTE 14)
SHAREHOLDERS' EQUITY
Common stock, par value $.001, 100,000,000 shares authorized; 23,097,737 and 22,835,715 shares issued; 16,405,565 and 16,303,262 shares outstanding in 2020 and 2019 respectively	23		23
Treasury shares, at cost, 6,692,172 and 6,532,453 shares in 2020 and 2019, respectively	(646,008)		(617,579)
Additional paid in capital	329,753		289,933
Accumulated other comprehensive gain (loss), net	(27)		98
Retained earnings	1,015,622		1,211,076
TOTAL EQUITY:	699,363		883,551


	Year ended December 31,
	2020		2019		2018
OPERATING ACTIVITIES:
Net income (loss)	$	(184,093)	$	232,117	$	161,802
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	176,267		155,852		129,351
(Gain)/loss on aircraft and other equipment disposals	(1,811)		(8,475)		2,360
Special charges	292,790		—		—
Share-based compensation expense	19,287		18,226		15,098
Deferred income taxes	69,344		68,466		38,222
Other adjustments	19,136		5,521		4,541
Changes in certain assets and liabilities:
Accounts receivable	4,390		10,498		35,624
Tax receivable	(164,585)		—		—
Prepaid expenses	10,224		(5,483)		(5,191)
Accounts payable	7,016		(2,103)		8,633
Accrued liabilities	(26,386)		21,331		12,005
Air traffic liability	57,558		37,720		7,931
Deferred major maintenance	(40,352)		(81,133)		(49,622)
Other assets/liabilities	(4,163)		(10,327)		(4,142)
Net cash provided by operating activities	234,622		442,210		356,612
INVESTING ACTIVITIES:
Purchase of investment securities	(686,600)		(436,237)		(371,461)
Proceeds from maturity and sale of investment securities	504,600		454,813		436,581

Purchase of property and equipment, including capitalized interest	(281,159)		(506,845)		(334,774)

Proceeds from sale-leaseback transactions	87,580		—		—
Other investing activities	9,888		11,806		677
Net cash used in investing activities	(365,691)		(476,463)		(268,977)
FINANCING ACTIVITIES:
Cash dividends paid to shareholders(1)	(11,361)		(45,552)		(45,247)

Proceeds from the issuance of debt	427,987		874,936		211,225
Repurchase of common stock	(33,773)		(18,569)		(3,650)
Principal payments on debt and finance lease obligations	(217,766)		(705,763)		(232,227)
Debt issuance costs	(7,203)		(33,333)		(1,666)
Other financing activities	6,719		3,408		9,202
Net cash provided by (used in) financing activities	164,603		75,127		(62,363)


						Accumulated
	Common			Additional		other						Total
	stock	Par		paid-in		comprehensive		Retained		Treasury		shareholders'
	outstanding	value		capital		income (loss)		earnings		shares		equity
Balance at December 31, 2017	16,066	$	23	$	253,840	$	(2,840)	$	907,943	$	(605,655)	$	553,311
Share-based compensation	107	—		17,095		—		—		—		17,095
Shares repurchased by the Company and held as treasury shares	(23)	—		—		—		—		(3,650)		(3,650)
Stock issued under employee stock purchase plan	33	—		—		—		—		4,268		4,268
Cash dividends declared, $2.80 per share	—	—		—		—		(45,247)		—		(45,247)
Other comprehensive income	—	—		—		2,179		563		—		2,742
Net income	—	—		—		—		161,802		—		161,802
Balance at December 31, 2018	16,183	$	23	$	270,935	$	(661)	$	1,025,061	$	(605,037)	$	690,321
Share-based compensation	213	—		18,998		—		—		—		18,998

Shares repurchased by the Company and held as treasury shares	(132)	—		—		—		—		(18,569)		(18,569)
Stock issued under employee stock purchase plan	39	—		—		—		—		6,027		6,027
Cash dividends declared, $2.80 per share	—	—		—		—		(45,552)		—		(45,552)
Other comprehensive income	—	—		—		759		—		—		759
Net income	—	—		—		—		232,117		—		232,117
Cumulative effect of the New Lease Standard (see Note 8)								$	(550)			$	(550)
Balance at December 31, 2019	16,303	$	23	$	289,933	$	98	$	1,211,076	$	(617,579)	$	883,551
Share-based compensation	262	—		38,445		—		—		—		38,445

Shares repurchased by the Company and held as treasury shares	(217)	—		—		—		—		(33,773)		(33,773)
Stock issued under employee stock purchase plan	57	—		—		—		—		5,344		5,344
Cash dividends, $.70 per share for the year(1)	—	—		—		—		(11,361)		—		(11,361)
Other comprehensive income (loss)	—	—		—		(125)		—		—		(125)
CARES Act warrant issuance	—	—		1,375		—		—		—		1,375
Net loss	—	—		—		—		(184,093)		—		(184,093)
Balance at December 31, 2020	16,405	$	23	$	329,753	$	(27)	$	1,015,622	$	(646,008)	$	699,363


(in thousands)	Airline		Sunseeker Resort		Other non-airline		Total




Year Ended December 31, 2020
Operating	$	141,713	$	137,994	$	26,592	$	306,299
Non-operating	—		26,632		—		26,632
Total special charges	$	141,713	$	164,626	$	26,592	$	332,931


Aircraft, engines and related rotable parts			10-25 years



Buildings and leasehold improvements			10-25 years
Equipment			3-10 years
Computer hardware and software			3-10 years


	Year ended December 31,
(in thousands, except per share data)	2020		2019		2018
Basic:
Net income (loss)	$	(184,093)	$	232,117	$	161,802
Less net income (loss) allocated to participating securities	(236)		(3,413)		(2,106)
Net income (loss) attributable to common stock	$	(184,329)	$	228,704	$	159,696
Earnings (loss) per share, basic	$	(11.53)	$	14.27	$	10.02
Weighted-average shares outstanding	15,992		16,027		15,941
Diluted:
Net income (loss)	$	(184,093)	$	232,117	$	161,802
Less net income (loss) allocated to participating securities	(236)		(3,410)		(2,104)
Net income (loss) attributable to common stock	$	(184,329)	$	228,707	$	159,698
Earnings (loss) per share, diluted	$	(11.53)	$	14.26	$	10.00
Weighted-average shares outstanding	15,992		16,027		15,941
Dilutive effect of stock options and restricted stock	—		51		53
Adjusted weighted-average shares outstanding under treasury stock method	15,992		16,078		15,994
Participating securities excluded under two-class method	—		(37)		(27)
Adjusted weighted-average shares outstanding under two-class method	15,992		16,041		15,967


(in thousands)	As of December 31, 2020
2021	$	217,234
2022	137,252
2023	136,781
2024	806,383
2025	89,194
Thereafter	272,167
Total debt and finance lease obligations, net of related costs	$	1,659,011


		Year Ended December 31,
(in thousands)	Classification on the Statements of Income	2020		2019
Finance lease costs:
Amortization of assets	Depreciation and amortization	$	6,631	$	6,517
Interest on lease liabilities	Interest expense	5,335		5,264
Operating lease cost	Aircraft lease rentals; Station operations; Maintenance and repairs; Other operating expense	12,616		3,541

Variable lease cost	Station operations; Maintenance and repairs; Other operating expense	3,560		2,274
Total lease cost		$	28,142	$	17,596


		As of December 31,
(in thousands)	Classification on the Balance Sheet	2020			2019
Assets
Operating lease assets	Operating lease right-of-use assets, net	$	115,911		$	22,081
Finance lease assets	Property and equipment, net	133,175			111,665
Total lease assets		$	249,086		$	133,746

Liabilities
Current
Operating	Current operating lease liabilities	$	14,313		$	2,662
Finance	Current maturities of long-term debt and finance lease obligations	9,767			7,666
Noncurrent
Operating	Noncurrent operating lease liabilities	102,289			21,290
Finance	Long-term debt and finance lease obligations	117,060			107,930
Total lease liabilities		$	243,429		$	139,548

Weighted-average remaining lease term
Operating leases		8.3 years			9.1 years
Finance leases		7.6 years			9.9 years
Weighted-average discount rate
Operating leases		5.4		%	4.3		%
Finance leases		5.0		%	4.4		%


	As of December 31, 2020						As of December 31, 2019
(in thousands)	Total		Level 1		Level 2		Total		Level 1		Level 2
Cash equivalents
Money market funds	$	5,340	$	5,340	$	—	$	42,653	$	42,653	$	—
Commercial paper	48,908		—		48,908		5,807		—		5,807
Municipal debt securities	34,338		—		34,338		1,202		—		1,202
Federal agency debt securities	51,400		—		51,400		—		—		—
Total cash equivalents	139,986		5,340		134,646		49,662		42,653		7,009
Short-term
Commercial paper	229,821		—		229,821		161,286		—		161,286
Corporate debt securities	166,768		—		166,768		145,975		—		145,975
Federal agency debt securities	48,598		—		48,598		13,515		—		13,515
Municipal debt securities	87,290		—		87,290		12,237		—		12,237
US Treasury Bonds	—		—		—		2,915		—		2,915
Total short-term	532,477		—		532,477		335,928		—		335,928
Long-term
Corporate debt securities	—		—		—		15,396		—		15,396
US Treasury Bonds	—		—		—		146		—		146



Total long-term	—		—		—		15,542		—		15,542
Total financial instruments	$	672,463	$	5,340	$	667,123	$	401,132	$	42,653	$	358,479


	Total number of shares purchased in year	Average price paid per share		Weighted-average fair value of discount under the ESPP (1)
As of December 31, 2018	33,300	$	134.31	$	16.79
As of December 31, 2019	38,464	$	133.54	$	23.51
As of December 31, 2020	56,866	$	90.63	$	14.10


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (thousands)
Outstanding at December 31, 2017	27,575	$	97.88	0.72	$	1,568
Exercised	(17,838)	92.04
Outstanding at December 31, 2018	9,737	$	108.59	0.18	$	—
Exercised	(9,737)	108.59
Outstanding at December 31, 2019	—	$	—	0.00	$	—
Exercised	—	—
Outstanding at December 31, 2020	—	$	—	0.00	$	—


	Shares	Weighted Average Grant Date Fair Value Per Share
Non-vested at December 31, 2017	192,890	$	153.32
Granted	102,842	155.02
Vested	(85,410)	153.85
Forfeited	(14,128)	154.65
Non-vested at December 31, 2018	196,194	$	153.88
Granted	218,477	143.72
Vested	(104,816)	152.07
Forfeited	(15,047)	148.97
Non-vested at December 31, 2019	294,808	$	147.25
Granted	267,169	137.80
Vested	(291,303)	147.58
Forfeited	(5,147)	145.82
Non-vested at December 31, 2020	265,527	$	142.25


	# of SARs	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (thousands)
Balance at December 31, 2017	80,464	$	155.13

Forfeited	(12,890)	181.47
Exercised	(13,642)	98.37
Balance at December 31, 2018	53,932	$	163.19


Exercised	(9,886)	135.53
Balance at December 31, 2019	44,046	$	169.40

Forfeited	(29,046)	181.47
Exercised	(15,000)	186.85
Balance at December 31, 2020	—	$	—	0.00	$	—
Vested at December 31, 2020	—	$	—	0.00	$	—
Exercisable at December 31, 2020	—	$	—	0.00	$	—


	As of December 31, 2020
Flight Attendants	36.1	%
Pilots	23.2
Flight Dispatchers	1.1
Total	60.3	%


(in thousands)	Balance at Beginning of Year		Changes Charged to Statement of Income Accounts		Write Offs (net of recoveries)		Balance at End of Year
Allowance for expendable parts and supplies
For the Year Ended December 31, 2020	$	2,748	$	1,575	$	—	$	4,323
For the Year Ended December 31, 2019 (1)	14,410		2,257		(13,919)		2,748
For the Year Ended December 31, 2018	13,756		2,624		(1,970)		14,410


—			Financial Statements and Supplementary Data. The financial statements included in Item 8 - Financial Statements and Supplementary Data above are filed as part of this annual report.
—			Financial Statement Schedules. Schedules are not submitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
—			Exhibits. The Exhibits listed below are filed or incorporated by reference as part of this Form 10-K. Where so indicated, exhibits which were previously filed are incorporated by reference.


Exhibit Number						Description
3.1						Articles of Incorporation of Allegiant Travel Company. (Incorporated by reference to Exhibit 3.1 to Registration Statement No. 333-134145 filed with the Commission on July 6, 2006).
3.2						Bylaws of Allegiant Travel Company as amended on May 6, 2020 . (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on May 12 , 20 20 ).
3.3						Specimen Stock Certificate (Incorporated by reference to Exhibit 3.3 to the Form 8-A filed with the Commission on November 22, 2006).
4.1						Indenture, dated as of October 7, 2020, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the 8.500% Senior Secured Notes due 2024. (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on October 7, 2020).
4.2						Form of 8.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit A to Exhibit 4.1).
4.3						First Lien Intercreditor Agreement, dated as of October 7, 2020, between Barclays Bank PLC, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as First Lien Notes Collateral Agent and Authorized Representative for the First Lien Notes Secured Parties. (Incorporated by reference to Exhibit 4.3 to Current Report filed with the Commission on October 7, 2020)
10.1						Airport Use and Lease Agreement signed on March 17, 2011 between the Company and Clark County Department of Aviation. (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012-SEC File No. 001-33166).
10.2						Form of Indemnification Agreement. (Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on February 26, 2013-SEC File No. 001-33166).
10.3						2016 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)
10.4						Form of Restricted Stock Agreement used for Directors of the Company. (Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)
10.5						Form of Stock Option Agreement used for Employees of the Company. (Incorporated by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)
10.6						Form of Restricted Stock Agreement used for Employees of the Company. (Incorporated by reference to Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)
10.7						Form of Stock Appreciation Rights Agreement used for Employees of the Company. (Incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)
10.8						Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays PLC, as administrative agent, syndication agent and lead arranger. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Commission on February 5, 2019.)
10.9						Credit Agreement dated as of June 24, 2019 among Sunrise Asset Management, Bank of America Leasing and Capital, LLC, Sumitomo Mitsui Banking Corporation and Bank of Utah, as agent. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on July 31, 2019) (2)
10.10						Employment Agreement dated as of October 1, 2019, between the Company and John Redmond (Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-k for the year ended December 31, 2019 filed with the Commission on February 27, 2020. (1)
10.11						First Amendment dated February 13, 2020, to Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays Bank PLC, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.12						Payroll Support Program Agreement dated April 20, 2020 between Allegiant Air, LLC and the U.S. Department of the Treasury. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)
10.13						Promissory Note dated April 20, 2020 from Allegiant Air, LLC to U.S. Department of the Treasury.(Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)
10.14						Warrant Agreement dated April 20, 2020 between the Company and the U.S. Department of the Treasury.(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)
10.15						Employment Agreement effective as of August 1, 2020 between the Company and D. Scott Sheldon (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)
10.16						Employment Agreement effective as of August 1, 2020 between the Company and Gregory Anderson (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)


Exhibit Number						Description
10.17						Employment Agreement effective as of September 1, 2020 between the Company and Scott DeAngelo (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)
10.18						Employment Agreement effective as of September 1, 2020 between the Company and Robert P. Wilson, III (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)
10.19						Payroll Support Program Extension Agreement dated January 15, 2021 between Allegiant Air, LLC and the U.S. Department of the Treasury.
12						Calculation of Ratio of Earnings to Fixed Charges of Allegiant Travel Company.
21						List of Subsidiaries
23.1						Consent of KPMG LLP, independent registered public accounting firm
31.1						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32						Section 1350 Certifications
101						The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021, formatted in XBRL includes (i) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 (ii) Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018 (v) Consolidated Cash Flow Statements for the years ended December 31, 2020, 2019 and 2018 (vi) the Notes to the Consolidated Financial Statements. (3)


			Allegiant Travel Company

			By:			/s/ Gregory Anderson
						Gregory Anderson, as duly authorized officer of the Company (Chief Financial Officer) and as Principal Financial Officer


	For the Year Ended December 31,
(in thousands, except for ratio)	2020		2019		2018		2017		2016
Earnings (loss):
Income (loss) before income taxes	$	(361,067)	$	301,247	$	199,318	$	199,007	$	347,967
Add: Fixed Charges	68,417		85,819		59,882		44,924		33,058
Add: Amortization of capitalized interest	231		229		173		168		130
Less: Interest capitalized	4,067		4,472		2,354		3,188		1,763
Less: Earnings from joint venture, net	1,270		839		167		159		164

Total earnings (loss)	$	(297,756)	$	381,984	$	256,852	$	240,752	$	379,228

Fixed charges:
Interest costs (1)	$	60,493	$	81,273	$	56,116	$	42,178	$	30,599
Interest factor of operating lease expense (2)	7,924		4,546		3,766		2,746		2,459
Total fixed charges	$	68,417	$	85,819	$	59,882	$	44,924	$	33,058

Ratio of earnings to fixed charges (3)	(4.35)		4.45		4.29		5.36		11.47


List of Subsidiaries
Name of Subsidiary						Jurisdiction of Incorporation or Organization
Allegiant Air, LLC						Nevada, USA
Allegiant Vacations, LLC						Nevada, USA
AFH, Inc.						Nevada, USA
SFB Fueling, LLC (50% sub of AFH, Inc.)						Delaware, USA
G4 Properties, LLC						Nevada, USA
Teesnap, LLC						Nevada, USA
Sunrise Asset Management, LLC						Nevada, USA
Allegiant Commercial Properties Inc.						Nevada, USA
Sunseeker Resorts, Inc.						Nevada, USA
Sunseeker Florida, Inc.						Florida, USA
Point Charlotte, LLC						Florida, USA
Point Charlotte Development, LLC						Florida, USA
G4 Works, LLC						Nevada, USA
Allegiant Commercial Properties Missouri, LLC						Missouri, USA
Dustland, LLC						Nevada, USA