Welcome to Allegiant Travel Company's first quarter 2008 financial results conference call. We have on the call today, Maury Gallagher, the company's President, CEO and Chairman, Andrew Levy, CFO and Managing Director of Planning for the company, and Ponder Harrison, the company's Managing Director of Marketing and Sales. Today's comments will begin with Maury Gallagher, followed by Ponder Harrison, then Andrew Levy. After the presentation, we'll hold a short question-and-answer session. We wish to remind listeners to this webcast that the company's comments today will contain forward-looking statements that are only predictions and involve risks and uncertainties. Forward-looking statements made today may include among others references to future performance and comments about our strategic plans. There are many risk factors that could prevent us from achieving our goals and cause the underlying assumptions of these forward-looking statements and our actual results to differ materially from those expressed in or implied by our forward-looking statements. These risk factors and others are more fully discussed in our filings with the Securities and Exchange Commission. Any forward-looking statements are based on information available to us today, and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information, or otherwise. The company cautions users of this presentation not to place undue reliance on forward-looking statements, which may be based on assumptions and anticipated events that do not materialize. The earnings release as well as a rebroadcast of this call are available at the company's Investor Relations site at ir.allegiantair.com. At this time, I'd like to turn the call over to Maury Gallagher for his opening remarks.

Good morning, everyone. Thank you for joining us today. As Lori mentioned, joining me today are Andrew Levy, CFO and Managing Director of Planning, and Ponder Harrison, our Managing Director of Sales and Marketing. They will be commenting each after I have finished with my brief remarks. I will take you through some of my general thoughts and beliefs, Ponder will comment on our revenue results, and Andrew will wrap up with comments on aircraft plans, our network activity, expenses balance sheet and such. As I said in our press release, we had a terrific quarter. Our revenues increased 58% to $133 million. On a 48% increase in departures and non fuel expenses were up only 42%. These are the types of increases I thoroughly enjoy between revenues and expenses. We were able to accomplish these results with our two new destinations, Phoenix-Mesa and Ft. Lauderdale, which we inaugurated in the last quarter of 2007. They generated 18% of our scheduled service revenues this quarter. Also for the first time, our revenues in Las Vegas were less than 50% of our scheduled system. 44% to be exact. Last year at this time, they were 60%. To show you how fast we've been moving, Las Vegas represented our only scheduled service revenues in mid-2005. This percentage is to be expected given the growth in Florida and Arizona during the past three years. Orlando revenues in particular were up strong, 53% on a 51% increase in departures, and St. Pete's revenue growth was even more impressive, 43% on only 21% increase in departures. In Q1 Orlando represented 27% of our scheduled revenues while St. Pete was 11%. As you can see from these numbers Florida is performing extremely well. We have truly become a national company, diversified across the entire country. We…

Thanks, Maury. As Maury mentioned, this year's first quarter revenue results were nothing short of spectacular, an important driver was our strategy of continuing to push higher loads on to more departures with the aim of increasing total absolute and unit revenues as measured on both a per passenger and an available seat mile basis. For the first quarter of 2008, total scheduled revenue per passenger increased by more than $7 or 7% to just over $112 per passenger. Totaled schedule service revenue per ASM or TRASM, which is the acronym that we've created, grew year-over-year by over 16%, generating $0.106 per ASM versus $0.914 per ASM in the first quarter of 2007. Couple this with nearly a 57% increase in scheduled passengers and that is a winning revenue formula by virtually any standard. Now, let me hit some of the scheduled system highlights and then dig just a bit deeper into the ancillary revenue results. Total system revenue increased year-over-year on the first quarter by an impressive 58% as scheduled service, fixed fee contract flying and ancillary revenues all demonstrated good year-over-year improvement. Scheduled service revenue comprised 69% of total system revenue for the quarter. Year-over-year scheduled service revenue grew by approximately 58% on 44.1% increase in capacity. As Maury mentioned, for the first time ever, Las Vegas was less than scheduled air revenue, coming in at 44% in the first quarter of 2008. This demonstrates the continuing strength, diversity and maturation of our system network in general and our Florida routes in particular. In line with Las Vegas, Sanford air revenues increased 53% and St. Pete grew by 42%. During the fourth quarter of 2007, we introduced our two newest world-class leisure destinations, Phoenix-Mesa, and Ft. Lauderdale. First quarter 2008 was their first full quarter in the network…

Thank you, Ponder. We are proud to report our 21st consecutive quarter of economic profits and an increase in our economic earnings per share of almost 24% to $0.47 from $0.38 during the first quarter 2007. Our 10.8% operating margin and 11% pretax margin leads all our U.S. industry peers. Except for the sharp increase in fuel expense, we would have substantially improved on last year's operating margin performance despite a 48% increase in departures. We continue to do an excellent job managing our costs and protecting our industry-leading cost structure. Our cost per ASM excluding fuel increased year-over-year, only 4.3% to $0.0435 despite an 8.1% reduction in average stage length to 854 miles. Including fuel, cost per ASM increased 24.5% to $0.0935, driven by a 49% increase in fuel cost per ASM to $0.05. Our ability to continue to drive high load factors has enabled us to better spread our costs on a per-passenger basis. Despite the substantial increase in fuel costs, our operating expense per passenger rose only 10.6% to $103 as our cost per passenger excluding fuel declined 7.2% to $48. Aside from fuel, maintenance and repairs expense also increased at a faster pace than revenues. This increase was due in part to a one-time expense associated with the change in our accounting treatment for low-value, high-usage expendables. We have historically accounted for these as inventory items and expensed them when used. We recently changed this treatment, and now expense these items when purchased, this changing the accounting process to incur a one-time expense of about $500,000, resulting from the expense of inventory items during this transition. Our balance sheet is also one of our core strengths. We ended the quarter with $188.2 million in unrestricted cash and short-term investments, and debt of only $71 million, leaving…

We will now begin our Q&A session. (Operator instructions) We'll take our first question from Mike Linenberg with Merrill Lynch. Mike Linenberg – Merrill Lynch: Hey, good morning. Good afternoon. I guess a couple questions here. You gave us the capacity I think for the June quarter. Did you give us ASMs for full year? Could you just give that, what the fourth quarter looks like?

Yes, Mike, we did not. We have previously guided for full-year capacity number, and we decided this time that with all the uncertainty in the market, particularly as it relates to fuel prices, that we just didn't feel comfortable putting any guidance out there because we've had to change it so many times. So the guidance we've given you is for the second quarter, and beyond that, we're going to let you guys make your own assumption. Mike Linenberg – Merrill Lynch: –:

Well, I'll make a comment, Michael. Andrew can go further since he's driving the planning. This is just a great outgrowth of what is a terrific market for us in Bellingham, and so we wanted to leverage that. We also like to experiment. This is a good combination for us certainly. So we'll play with it, see how the results come in, then we'll react accordingly. Andrew has I am sure further comments, but stay tuned, we'll see what the future holds here.

Yes, I think, Mike, to Maury's point, we like to try different things and certainly San Diego and San Francisco are pretty big leisure destinations, certainly seasonally, year round as well. But, certainly the summer season is peak season. And so, I think it's certainly fair to say that if we like the results that we could perhaps do more San Diego and San Francisco to other small cities. Mike Linenberg – Merrill Lynch: Okay. Just as a follow-up to that, the fact that you are establishing a crew base, you are going to put some aircraft there, you are going to put some more employees there in Bellingham, as you indicated that down the road, if this works, if you're looking to establish other bases in, call it your larger smaller cities, does this at all deviate away from the original model, at least as it relates to cost in the sense that historically, you have been able to get people home, your employees overnight in markets like Vegas and Sanford and Tampa? Do you all of a sudden run the issue that you're starting to set up all these crew bases and does that result in cost creep? Just your thoughts on that.

Mike, the reason to do that is to avoid the cost that comes with overnights because when you set these bases up, you put the pilots, the flight attendants, maintenance personnel are there at the bases. So in Bellingham, we now after crew base, and we've those support mechanisms in place. But it gives you the ability now to reach out from Bellingham and the local population with the best economics over time. I am not going to sit here and say two airplanes are the most efficient, but if you can get yourself to three or four you're in pretty good shape. Mike Linenberg – Merrill Lynch: That's what I was looking for. What do you need to get to be somewhere close to critical mass? Because it seems like, as you said, two is not going to get you there.

Two is not bad. Don't get me wrong. It's not as good as 15 perhaps, but 2, it works very well. But, those are the places we're going to play with this formula. Where the demand arises, we'll go there. Mike Linenberg – Merrill Lynch: If I could do one more. Route suspensions, you talked about some of the new markets. Maybe I just missed it, I was asleep at the switch here. Did you mention some of the markets that you are pulling out of?

You weren't asleep. One doesn't like to forecast where they leave, or tell where you we're going. We pulled a lot of long-hauls down. Knoxville to Las Vegas.

There's a bunch that were eliminated. Some of the season seasonal suspensions that I think that I referenced are tied to Arizona with long-haul trips like Green Bay, Rockford, Peoria, (inaudible) Arizona, ones that we're simply not going to fly during the time of year that we expect demand to be weaker. Mike Linenberg – Merrill Lynch: Very good. Nice quarter.

Thanks, Michael.

Our next question is from Duane Pfennigwerth with Raymond James. Duane Pfennigwerth – Raymond James: Thanks for taking the questions.

Hello, Duane. Duane Pfennigwerth – Raymond James: Just a question on Vegas, if you could give us any qualitative sense for sort of same-store RASM from your mature markets.

We're looking quickly at our sheets. Ponder probably has that as quick as anybody. Duane Pfennigwerth – Raymond James: If you could give us any sense for how that take rate changes with lower price points in Vegas.

As far as hotels? Duane Pfennigwerth – Raymond James: Yes.

Let me comment first on the hotels. What we're seeing now is that prices are really starting to kick in. We have seen drops as much as 20% to 25% in room rates. I think it's no secret that Las Vegas has seen a softening in their traffic. I think the locals will tell that you the drive traffic particularly is down, and they kept the number of rooms around, in particular for that last minute person that would show you up their car from southern California. As we go forward, we'll see what the evolution of this floor rate will be to us, but it certainly can't be anything but a positive. There's a couple ways to approach it. Increase margins is a possibility; keep margins the same but drive volume. Those all become nice alternatives to have. Ponder?

Couple things, Duane. One of the aspects we've seen kind of in the back half of the first quarter and perhaps moving forward as we sell into future quarters is, the price reductions on room rates in Las Vegas enables our customers to move up the food chain in terms of quality of hotel. We're selling slightly more in terms of total volume of customers but we're doing it at really price points that are equal to, in some cases if not higher on a year-on-year basis. It's just that the customer is able to upgrade to a much nicer property for a price point that they could afford, where as in previous years it would not have been the case. One of the other things I think you asked about, same-store sales in Vegas, the comparative on Vegas, we did pull some long-haul flying out, back in the fourth quarter so we're starting to see that come through in the first quarter. Vegas is very positive. And I think the positive results from Vegas, as with most of the other entities in the system is attributed to the load factor levels too. We were able to really drive strong volume on a year-over-year basis in Vegas and as a result, unit revenues, by virtually any metric, were up well, and that's good, and I think of it lot of that too, we manage to capacity. We kind of know what the price point is that we think the market will absorb, then we adjust capacity accordingly, which is pretty much backwards from how the rest of the industry goes trying to skin that cat.

Our RASM was up year-over-year in Vegas on our selling fare. Duane Pfennigwerth – Raymond James: Thanks for the color. Just in terms of some of the small town airports that have been oft orphaned by SkyBus and some of the other bankruptcies, can you talk about growth opportunities that are sort of now on your horizon that weren't previously, and along those lines, also on the charter segment, do you see sort of incremental opportunities given some of the bankruptcies? Thanks.

Duane this is Andrew. On your first point, there's really not a lot of what SkyBus did that we find interesting. Punta Gorda would be an exception. That is an airport that could be an interesting destination for the Southwestern part of Florida so we're talking to the airport. St. Augustine as well. Those are both low-cost airports, and obviously that's something that we do like. That's maybe the one thing that we and SkyBus did similarly is focus on airport costs. As far as the fixed fee side of the business, yes, there are opportunities that are presenting themselves, especially with the demise of Champion, who did a lot of that flying. We're in advanced stages of negotiations with a company that's currently Champion and will be using them until they wind down operations at the end of May. We're hopeful that in the coming weeks we'll be able to announce that we've reached a firm agreement to put an airplane with their customer. There's another opportunity there, similar situation, much earlier stages of negotiation but suffice to say with less capacity out there, we're getting more opportunities on the fixed fee side, whether it be track programs or ad hoc last-minute types of opportunities. Duane Pfennigwerth – Raymond James: Thanks. Congrats on the quarter.

Thanks.

Thank you.

Our next question is from Jim Parker with Raymond James. Jim Parker – Raymond James: Hi, guys. Just a question regarding the proportion of your markets that may be in agriculturally dominated communities, where that business is very strong, you're obviously outperforming the industry in a big way. Do you have an idea of what proportion of your smaller outlying markets are in agricultural communities?

Never really looked into it in any kind of quantitative basis. You can look at the map between the Rockies and the Mississippi. Particularly the upper part is going to being agricultural, I'd guess, but we haven't quantified it that X percentage is laying any eggs on it, if you will. Jim Parker – Raymond James: Why is your business so much stronger than the rest of the industry?

–: Jim Parker – Raymond James: Thanks.

Thank you.

(Operator instructions) We'll go next to Bob McAdoo with Avondale Partners. Bob McAdoo – Avondale Partners: –:

Yes, Bob, you can see it is it in the press release, but I will give to you right now. We are coming out with 33% departure growth in the second quarter, or increases of 33% on a year over year basis, and ASM growth of at least 25%.

I think the other thing, if you want to take some hints as to what we've said, we've suggested we'll have 37 air planes at the end of the year versus 40 in our last quarter's comments. Bob McAdoo – Avondale Partners: Okay. And could you go back? You kind of rushed through the comments. I am just curious as to what you're going to do in Phoenix in the summer. I know you said – you mentioned some things, but the way you said it, it wasn't clear to me what you were really trying to say in terms of how much capacity you're still going to have in Phoenix this summer, and what are some of the things that you think will work in the summer versus those that you're maybe not willing to take a risk on in the summer?

–: –: Bob McAdoo – Avondale Partners: And then going back into Phoenix next fall, basically most of the cities you will restart, maybe a couple that didn't work and you probably have some other alternatives that you'll stick on there, is that the deal?

Yes, and there's also some of the better performing ones. I think that it's reasonable to expect we'd add more capacity. We're finalizing our plans right now and obviously a lot of it is going to be dictated by where fuel prices are. So we expect to load a schedule that will take us through October within a matter of days and we're just going to wait before we load the November and beyond periods. And I think that you will see some of the flights that we suspended come back. I think you'll some new markets, and I think you will see some additional frequency in some of the other markets. Bob McAdoo – Avondale Partners: Okay. You said month-to-date fuel was $3.25. Given the way that oil has jumped around this month, what is the equivalent of $119? When we got to the highest days, $118, $119, what does that turn into from a fuel price point of view?

–:

Bob, I think that I can give you the crude price.

$3.54 with a $30 crack.

If you take a $100 crude and put a $30 crack spread on there, which is actually high…

It's $3.50.

Bob McAdoo – Avondale Partners: Since the vast majority obviously is at risk…

Correct. Bob McAdoo – Avondale Partners: If I am saying, "Gee, trying to think going forward, if we're kind of it at an ugly time where we've got $119, $120, should we use $3.50 plus $0.25 to make it $3.75?" Is that what you said?

I wouldn't use that. Currently we're using I think about $3.20 in our own internal forecasting.

It's $3.30 with a $20 crack.

I think we're using $3.17 currently, all-in, but your guess is as good as ours.

Stay tuned. We'll change it tomorrow. Bob McAdoo – Avondale Partners: Yes. Unfortunately. Okay. That's all I got. Thanks.

Thanks, Bob.

Thank you. That does conclude our Q&A session. I'd now like to turn the call back over to Maury Gallagher for final comments.

Thank you all very much. Appreciate your interest. I have seen the stock price is up $6 and change. I wish we would have done it last week. We look forward to talking to you in a couple months. Thank you very much for your interest and support.

Thank you. This does conclude today's teleconference. You may disconnect at any time. Have a wonderful day.