1362468--3/11/2008--Allegiant_Travel

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{operation, natural, condition}

{competitive, industry, competition}

{stock, price, operating}

{cost, contract, operation}

{product, market, service}

{acquisition, growth, future}

{provision, law, control}

{personnel, key, retain}

{system, service, information}

{cost, regulation, environmental}

{cost, operation, labor}

{stock, price, share}

{capital, credit, financial}

{condition, economic, financial}

{regulation, change, law}

{customer, product, revenue}

{control, financial, internal}

{financial, litigation, operation}

Increases in fuel prices or unavailability of fuel would harm our business and profitability. If our credit card processing company were to require significant holdbacks for processing credit card transactions for the purchase of air travel and other services, our cash flow would be adversely affected. Our failure to successfully implement our growth strategy and generate demand for our services could harm our business. Any inability to acquire and maintain additional compatible aircraft, engines or parts on favorable terms or at all would increase our operating costs and could harm our profitability. Any inability to obtain financing for additional aircraft could harm our growth plan. Our maintenance costs will increase as our fleet ages. We may be subject to unionization, work stoppages, slowdowns or increased labor costs. Our reputation and financial results could be harmed in the event of an accident or incident involving our aircraft or other MD80 aircraft. We depend on our ability to maintain existing and develop new relationships with hotels and other providers of travel related services. Any adverse changes in these relationships could adversely affect our business, financial condition and results of operations, as well as our ability to provide air-hotel packages in our leisure destination markets. We have fixed obligations and we expect to incur significantly more fixed obligations which could hurt our ability to meet our strategic goals. Our business is heavily dependent on the attractiveness of our leisure destinations and a reduction in demand for air travel to these markets would harm our business. We may face increased competition in our markets which could harm our business. We may be unable to renew our lease or increase our facilities at Las Vegas McCarran International Airport. We may be unable to renew our lease or increase our facilities at Fort Lauderdale-Hollywood International Airport. Our business could be harmed if we lose the services of our key personnel. Our results of operations will fluctuate. Due to our limited fleet size, if any of our aircraft becomes unavailable, we may suffer greater damage to our service, reputation and profitability than airlines with larger fleets. We rely heavily on automated systems to operate our business and any failure of these systems could harm our business. Currently, our fixed fee flying business is substantially dependent on a single customer and the loss of this business could have a material adverse effect on our continuing fixed fee contract revenue. If we are unable to attract and retain qualified personnel at reasonable costs or fail to maintain our company culture, our business could be harmed. We rely on third parties to provide us with facilities and services that are integral to our business and can be withdrawn on short notice. Imposition of additional sales and hotel occupancy and other related taxes may increase our expenses. Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. Our management may exert considerable influence over us as long as they own or control a significant percentage of our common stock, and they may make decisions with which you disagree. Failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price, and could subject us to liability. Changing laws, rules and regulations, and legal uncertainties relating to the way we do business may adversely impact our business, financial condition and results of operations. Risks Associated with the Airline and Travel Industry The airline and travel industry tends to experience adverse financial results during general economic downturns. The airline industry has incurred significant losses resulting in airline restructurings and bankruptcies, which could result in changes in our industry. The airline industry is highly competitive, is characterized by low profit margins and high fixed costs, and we may be unable to compete effectively against other airlines with greater financial resources or lower operating costs. A future act of terrorism, the threat of such acts or escalation of U.S. military involvement overseas could adversely affect our industry. Changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions. Airlines are often affected by factors beyond their control, including traffic congestion at airports, weather conditions, increased security measures or the outbreak of disease, any of which could harm our operating results and financial condition. Risks Related to Our Stock Price The market price of our common stock may be volatile, which could cause the value of your investment in Allegiant to decline. Other companies may have difficulty acquiring us, even if doing so would benefit our stockholders, due to provisions under our corporate charter, bylaws and option plans, as well as Nevada law. Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens. Substantial sales of our common stock could cause our stock price to fall. Registration of shares of our common stock subject to registration rights may depress the trading price of our stock.

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1362468--3/11/2008--Allegiant_Travel_CO