þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
87-0617894
(I.R.S. Employer Identification No.) |
|
118-29 Queens Boulevard, Forest Hills, New York
(Address of principal executive offices) |
11375
(Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
June 30,
December 31,
2011
2010
(unaudited)
$
575
$
465
598
495
114
84
3
275
313
1,562
1,360
4,517
4,320
166
178
4,683
4,498
753
679
3,930
3,819
500
491
192
178
308
313
559
558
60
49
499
509
4,737
4,641
133
133
65
65
411
394
609
592
$
6,908
$
6,593
Table of Contents
June 30,
December 31,
2011
2010
(unaudited)
$
102
$
104
705
514
138
147
175
137
190
183
1,310
1,085
2,893
2,850
526
533
348
327
141
144
489
471
3
3
(7
)
(4
)
1,460
1,446
247
219
(13
)
(10
)
1,690
1,654
$
6,908
$
6,593
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2011
2010
2011
2010
$
1,046
$
851
$
1,952
$
1,637
105
89
211
174
1,151
940
2,163
1,811
439
279
792
533
235
218
470
437
63
58
120
112
58
54
114
111
36
31
70
62
51
43
96
83
54
41
106
80
129
121
264
255
1,065
845
2,032
1,673
86
95
131
138
(44
)
(43
)
(88
)
(90
)
1
1
2
2
(1
)
4
1
(43
)
(43
)
(82
)
(87
)
43
52
49
51
18
21
21
21
$
25
$
31
$
28
$
30
$
0.09
$
0.11
$
0.10
$
0.11
$
0.08
$
0.10
$
0.10
$
0.11
Table of Contents
(unaudited, in millions)
Six months ended
June 30,
2011
2010
$
28
$
30
21
20
105
96
16
20
7
8
7
(5
)
198
172
24
15
406
356
(204
)
(131
)
(24
)
(20
)
(2
)
(8
)
36
(279
)
(722
)
114
761
(236
)
(584
)
291
72
1
(339
)
(596
)
5
5
141
66
20
2
9
(92
)
(239
)
(37
)
(13
)
(3
)
43
(179
)
110
(419
)
465
896
$
575
$
477
Table of Contents
June 30,
December 31,
2011
2010
$
10
$
10
40
19
269
125
319
154
327
418
16
85
40
412
474
$
731
$
628
Table of Contents
Table of Contents
June 30, 2011
December 31, 2010
Carrying
Estimated
Carrying
Estimated
Value
Fair Value
Value
Fair Value
$
222
$
206
$
234
$
210
373
330
373
312
49
47
49
46
83
74
84
75
201
304
201
293
123
190
123
194
750
715
696
654
1,157
1,146
1,144
1,132
$
2,958
$
3,012
$
2,904
$
2,916
Table of Contents
Three Months Ended
June 30,
2011
2010
$
25
$
31
(22
)
(16
)
(22
)
(16
)
$
3
$
15
Six Months Ended
June 30,
2011
2010
$
28
$
30
(3
)
(24
)
(3
)
(24
)
$
25
$
6
Aircraft Fuel
Interest
Derivatives
Rate Swaps
Total
$
21
$
(12
)
$
9
(2
)
1
(1
)
(18
)
(3
)
(21
)
$
1
$
(14
)
$
(13
)
Aircraft Fuel
Interest
Derivatives
Rate Swaps
Total
$
4
$
(14
)
$
(10
)
(4
)
3
(1
)
1
(3
)
(2
)
$
1
$
(14
)
$
(13
)
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2011
2010
2011
2010
$
25
$
31
$
28
$
30
3
3
2
6
$
28
$
34
$
30
$
36
278,459
275,229
277,863
274,644
1,795
2,603
1,937
2,506
68,605
68,605
27,429
68,605
348,859
346,437
307,229
345,755
41.2
22.3
22.5
23.1
25.8
Table of Contents
Table of Contents
Crude oil cap
Crude oil
Heating oil
Jet fuel swap
agreements
collars
collars
agreements
Total
18%
9%
9%
7%
43%
7%
9%
9%
8%
33%
3%
5%
8%
2%
18%
2%
5%
7%
2%
16%
4%
7%
2%
13%
5%
7%
2%
14%
Table of Contents
As of
June 30,
December 31,
2011
2010
$
13
$
19
3
4
4
1
18
24
4,770
4,290
3
23
23
(11
)
(10
)
Three Months Ended
Six Months Ended
June 30,
June 30,
2011
2010
2011
2010
$
5
$
(2
)
$
7
$
(2
)
(2
)
(1
)
1
(29
)
(21
)
3
(28
)
43
%
45
%
40
%
55
%
(5
)
(7
)
(5
)
(12
)
(3
)
(2
)
(5
)
(4
)
(1)
Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty.
(2)
Gross liability, prior to impact of collateral posted
Table of Contents
Level 1
quoted prices in active markets for identical assets or liabilities;
Level 2
quoted prices in active markets for similar assets and liabilities and inputs that
are observable for the asset or liability; or
Level 3
unobservable inputs, such as discounted cash flow models or valuations.
As of June 30, 2011
Level 1
Level 2
Level 3
Total
$
467
$
$
$
467
56
56
319
319
16
16
$
842
$
16
$
$
858
$
$
5
$
$
5
23
23
$
$
5
$
23
$
28
As of December 31, 2010
Level 1
Level 2
Level 3
Total
$
399
$
$
$
399
59
59
154
154
23
23
$
612
$
23
$
$
635
$
$
$
23
$
23
$
$
$
23
$
23
Table of Contents
Interest Rate
Swaps
$
(21
)
(5
)
3
$
(23
)
$
(23
)
(5
)
5
$
(23
)
Auction Rate
Put Option
Interest Rate
Securities
related to ARS
Swaps
Total
$
63
$
9
$
(15
)
$
57
3
(3
)
(9
)
(9
)
(24
)
1
2
(21
)
$
42
$
7
$
(22
)
$
27
$
74
$
11
$
(10
)
$
75
4
(4
)
(16
)
(16
)
(36
)
4
(32
)
$
42
$
7
$
(22
)
$
27
Table of Contents
Table of Contents
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
Table of Contents
Table of Contents
Three Months Ended
June 30,
Percent
2011
2010
Change
(in cents)
4.66
3.21
45.0
%
2.48
2.51
(0.9
)%
.67
.66
1.2
%
.62
.62
(0.9
)%
.38
.35
6.5
%
.54
.50
8.3
%
.57
.48
18.5
%
1.36
1.39
(1.7
)%
11.28
9.72
16.0
%
Table of Contents
Table of Contents
Six Months Ended
June 30,
Percent
2011
2010
Change
(in cents)
4.41
3.11
41.6
%
2.62
2.55
2.6
%
.67
.65
2.3
%
.63
.65
(1.8
)%
.39
.36
7.3
%
.54
.49
10.2
%
.59
.47
25.9
%
1.47
1.49
(1.3
)%
11.32
9.77
15.8
%
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
June 30,
Percent
June 30,
Percent
2011
2010
Change
2011
2010
Change
6,622
6,114
8.3
12,661
11,642
8.8
7,692
7,126
7.9
14,616
13,596
7.5
9,441
8,688
8.7
17,952
17,112
4.9
81.5
%
82.0
%
(0.5
)pts.
81.4
%
79.5
%
1.9
pts.
11.9
11.8
0.8
11.6
11.8
(1.7
)
$
158.01
$
139.20
13.5
$
154.20
$
140.60
9.7
13.60
11.94
13.9
13.36
12.04
11.0
11.08
9.79
13.2
10.88
9.57
13.7
12.19
10.83
12.6
12.05
10.58
13.9
11.28
9.72
16.0
11.32
9.77
15.8
6.62
6.51
1.7
6.91
6.66
3.7
11.10
9.55
16.3
11.14
9.58
16.2
61,632
56,202
9.7
118,338
110,569
7.0
1,091
1,102
(1.0
)
1,083
1,102
(1.7
)
164.6
151.0
9.0
163.0
151.0
7.9
$
3.31
$
2.30
43.7
$
3.14
$
2.25
39.6
133
121
9.7
253
237
6.4
11,609
10,906
6.4
(1)
Excludes operating expenses and employees of LiveTV, LLC, which are unrelated to our
airline operations.
Table of Contents
Payments due in
Total
2011
2012
2013
2014
2015
Thereafter
$
3,837
$
161
$
318
$
508
$
710
$
338
$
1,802
1,673
106
200
173
170
171
853
4,155
200
460
505
655
735
1,600
3,220
129
286
261
212
248
2,084
$
12,885
$
596
$
1,264
$
1,447
$
1,747
$
1,492
$
6,339
(1)
Includes actual interest and estimated interest for floating-rate debt based on June 30, 2011
rates.
(2)
Amounts include noncancelable commitments for the purchase of goods and services.
Table of Contents
Firm
Option
Airbus
EMBRAER
Airbus
EMBRAER
Year
A320
190
Total
A320
190
Total
1
3
4
7
4
11
7
5
12
9
9
9
7
16
10
10
10
7
17
10
10
10
8
18
10
10
8
8
16
10
10
8
8
10
10
52
50
102
59
59
Table of Contents
Table of Contents
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Item 4.
Controls and Procedures.
Table of Contents
Table of Contents
30
Item 1.
Legal Proceedings.
Item 1A.
Risk Factors.
Item 6.
Exhibits.
Table of Contents
31
JETBLUE AIRWAYS CORPORATION
(Registrant)
Date: August 3, 2011
By:
/s/ DONALD DANIELS
Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
Table of Contents
32
Exhibit
Number
Exhibit
Amendment No. 36 to Airbus A320 Purchase Agreement between AVSA,
S.A.R.L., and JetBlue Airways Corporation, dated June 17, 2011.
JetBlue Airways Corporation 2011 Incentive Compensation Plan.
JetBlue Airways Corporation 2011 Incentive Compensation Plan
forms of award agreement.
Memorandum of Understanding, dated June 17, 2011, between Airbus
S.A.S and JetBlue Airways Corporation.
Computation of Ratio of Earnings to Fixed Charges.
13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer, furnished herewith.
13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer, furnished herewith.
Certification Pursuant to Section 1350, furnished herewith.
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Labels Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of
a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of
1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as
amended, and otherwise is not subject to liability under these sections.
**
Portions of this exhibit have been omitted pursuant to a Confidential Treatment Request under
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
JetBlue Amendment No. 32 draft v1.0
|
Exhibit B |
1. | DEFINITIONS | |
Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms herein, hereof and hereunder and words of similar import refer to this Amendment. |
2. | AIRCRAFT DEFERRALS AND OPTION CANCELLATIONS | |
2.1 | Firm Aircraft | |
The Buyer and the Seller agree to reschedule the delivery of (i) three (3) firm Aircraft with CAC Id Nos. 159922, 159954 and 159955 from calendar year 2014 to calendar year 2017 and (ii) five (5) firm Aircraft with CAC Id Nos159921, 104440, 104442, 159909 and 159910 from calendar year 2015 to calendar year 2017. | ||
2.2 | Option Aircraft | |
The Buyer and the Seller agree to cancel eight (8) Option Aircraft with CAC ID Nos. 159980, 159981, 159982, 159983, 180973, 180974, 180975 and 180976 from calendar years 2014 and 2015. All rights and obligations of the parties related to these eight (8) Option Aircraft are hereby extinguished, except as set forth in Paragraph 2.4. | ||
2.3 | Predelivery Payments | |
With respect to the firm Aircraft rescheduled pursuant to Paragraph 2.1, the Predelivery Payments already received by the Seller that would not be due if such Aircraft had originally been scheduled to be delivered on the dates set forth in this Amendment, will be [***]. |
[***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
CACId No. | Rank No. | Aircraft | Delivery | |||||
41 199 | No. 1 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
41 200 | No. 2 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
41 203 | No. 3 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
41 201 | No. 4 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
41 202 | No. 5 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
41 204 | No. 6 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2000 | ||||
|
||||||||
41 205 | No. 7 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 206 | No. 8 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 210 | No. 9 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 207 | No. 10 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 208 | No. 11 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 209 | No. 12 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
41 228 | No. 13 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2001 | ||||
|
||||||||
41 211 | No. 14 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 212 | No. 15 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 218 | No. 16 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 224 | No. 17 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 227 | No. 18 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 225 | No. 19 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 213 | No. 20 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 214 | No. 21 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 234 | No. 22 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 215 | No. 23 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 216 | No. 24 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 217 | No. 25 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
124 965 | No. 26 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 235 | No. 27 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
41 220 | No. 28 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 |
[***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
CACId No. | Rank No. | Aircraft | Delivery | |||||
41 219 | No. 29 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2002 | ||||
|
||||||||
41 236 | No. 30 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 399 | No. 31 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 237 | No. 32 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
124 966 | No. 33 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 221 | No. 34 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 238 | No. 35 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 222 | No. 36 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 400 | No. 37 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 401 | No. 38 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 223 | No. 39 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 402 | No. 40 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 443 | No. 41 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
104 403 | No. 42 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
124 964 | No. 43 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
41 226 | No. 44 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2003 | ||||
|
||||||||
111 579 | No. 45 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 245 | No. 46 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 246 | No. 47 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 229 | No. 48 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 247 | No. 49 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 248 | No. 50 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
104 404 | No. 51 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
104 405 | No. 52 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
41 230 | No. 53 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
104 406 | No. 54 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
124 967 | No. 55 |
Amendment No. 16 Firm Aircraft
|
[***] | 2004 | ||||
104 415 | No. 56 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
104 407 | No. 57 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
104 408 | No. 58 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2004 | ||||
124 968 | No. 59 |
Amendment No. 16 Firm Aircraft
|
[***] | 2004 | ||||
|
||||||||
104 409 | No. 60 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
41 232 | No. 61 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
124 959 | No. 62 |
Amendment No. 16 Firm Aircraft
|
[***] | 2005 | ||||
104 410 | No. 63 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
104 411 | No. 64 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
41 233 | No. 65 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
104 412 | No. 66 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
124 960 | No. 67 |
Amendment No. 16 Firm Aircraft
|
[***] | 2005 |
[***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
CACId No. | Rank No. | Aircraft | Delivery | |||||
104 413 | No. 68 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
104 418 | No. 69 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
104 414 | No. 70 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
124 961 | No. 71 |
Amendment No. 16 Firm Aircraft
|
[***] | 2005 | ||||
104 416 | No. 72 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
104 417 | No. 73 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2005 | ||||
124 962 | No. 74 |
Amendment No. 16 Firm Aircraft
|
[***] | 2005 | ||||
124 963 | No. 75 |
Amendment No. 16 Firm Aircraft
|
[***] | 2005 | ||||
|
||||||||
159 936 | No. 76 |
Amendment No. 20 Firm Aircraft
|
[***] | 2006 | ||||
104 419 | No. 77 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2006 | ||||
41 239 | No. 78 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
41 240 | No. 79 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
41 241 | No. 80 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
104 421 | No. 81 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2006 | ||||
41 242 | No. 82 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
41 243 | No. 84 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
104 422 | No. 85 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2006 | ||||
41 244 | No. 86 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
69 719 | No. 87 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
104 423 | No. 88 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2006 | ||||
69 720 | No. 89 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
104 420 | No. 83 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2006 | ||||
69 721 | No. 90 |
Amendment No. 16 Firm Aircraft
|
[***] | 2006 | ||||
159 937 | No. 91 |
Amendment No. 20 Firm Aircraft
|
[***] | 2006 | ||||
|
||||||||
104 424 | No. 92 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2007 | ||||
104 425 | No. 93 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2007 | ||||
159 938 | No. 94 |
Amendment No. 20 Firm Aircraft
|
[***] | 2007 | ||||
104 426 | No. 95 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2007 | ||||
104 427 | No. 96 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2007 | ||||
104 428 | No. 97 |
Pre-Amendment No. 16 Aircraft
|
[***] | 2007 | ||||
69 722 | No. 98 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
69 724 | No. 99 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
96 459 | No. 100 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
104 439 | No. 101 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
104 441 | No. 102 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
41231 | No. 103 |
Amendment No. 16 Firm Aircraft
|
[***] | 2007 | ||||
|
||||||||
159 896 | No. 104 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 897 | No. 105 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 898 | No. 106 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 |
[***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
CACId No. | Rank No. | Aircraft | Delivery | |||||
159 899 | No. 107 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 900 | No. 108 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 901 | No. 109 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 902 | No. 110 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 903 | No. 111 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 904 | No. 112 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 905 | No. 113 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 906 | No. 114 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
159 907 | No. 115 |
Amendment No. 16 Firm Aircraft
|
[***] | 2008 | ||||
|
||||||||
159 913 | No. 116 |
Amendment No. 16 Firm Aircraft
|
[***] | 2009 | ||||
159 914 | No. 117 |
Amendment No. 16 Firm Aircraft
|
[***] | 2009 | ||||
159 915 | No. 118 |
Amendment No. 16 Firm Aircraft
|
[***] | 2009 | ||||
|
||||||||
69 723 | No. 119 |
Amendment No. 16 Firm Aircraft
|
[***] | 2011 | ||||
69 725 | No. 120 |
Amendment No. 16 Firm Aircraft
|
[***] | 2011 | ||||
159 919 | No. 121 |
Amendment No. 16 Firm Aircraft
|
[***] | 2011 | ||||
159 908 | No. 122 |
Amendment No. 16 Firm Aircraft
|
[***] | 2011 | ||||
|
||||||||
159 942 | No. 123 |
Amendment No. 20 Firm Aircraft
|
[***] | 2012 | ||||
159 943 | No. 124 |
Amendment No. 20 Firm Aircraft
|
[***] | 2012 | ||||
159 950 | No. 125 |
Amendment No. 20 Firm Aircraft
|
[***] | 2012 | ||||
159 951 | No. 126 |
Amendment No. 20 Firm Aircraft
|
[***] | 2012 | ||||
159 923 | No. 127 |
Amendment No. 16 Firm Aircraft
|
[***] | 2012 | ||||
159 924 | No. 128 |
Amendment No. 16 Firm Aircraft
|
[***] | 2012 | ||||
159 925 | No. 129 |
Amendment No. 16 Firm Aircraft
|
[***] | 2012 | ||||
|
||||||||
159 939 | No. 130 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 960 | No. 131 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 961 | No. 132 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 962 | No. 133 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 963 | No. 134 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 964 | No. 135 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
159 965 | No. 136 |
Amendment No. 20 Firm Aircraft
|
Year | 2013 | ||||
|
||||||||
159 916 | No. 137 |
Amendment No. 16 Firm Aircraft
|
Year | 2014 | ||||
159 940 | No. 138 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 941 | No. 139 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 944 | No. 140 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 945 | No. 141 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 946 | No. 142 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 947 | No. 143 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 |
[***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
CACId No. | Rank No. | Aircraft | Delivery | |||||
159 948 | No. 144 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
159 949 | No. 145 |
Amendment No. 20 Firm Aircraft
|
Year | 2014 | ||||
|
||||||||
159 956 | No. 146 |
Amendment No. 20 Firm Aircraft
|
Year | 2015 | ||||
159 957 | No. 147 |
Amendment No. 20 Firm Aircraft
|
Year | 2015 | ||||
159 958 | No. 148 |
Amendment No. 20 Firm Aircraft
|
Year | 2015 | ||||
159 959 | No. 149 |
Amendment No. 20 Firm Aircraft
|
Year | 2015 | ||||
159 929 | No. 150 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
159 930 | No. 151 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
159 931 | No. 152 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
159 932 | No. 153 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
159 933 | No. 154 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
159 920 | No. 155 |
Amendment No. 16 Firm Aircraft
|
Year | 2015 | ||||
|
||||||||
159 911 | No. 156 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 912 | No. 157 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 917 | No. 158 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 918 | No. 159 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 926 | No. 160 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 927 | No. 161 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 928 | No. 162 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 952 | No. 163 |
Amendment No. 20 Firm Aircraft
|
Year | 2016 | ||||
159 953 | No. 164 |
Amendment No. 20 Firm Aircraft
|
Year | 2016 | ||||
159 934 | No. 165 |
Amendment No. 16 Firm Aircraft
|
Year | 2016 | ||||
159 922 | No. 166 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 | ||||
159 954 | No. 167 |
Amendment No. 20 Firm Aircraft
|
Year | 2017 | ||||
159 955 | No. 168 |
Amendment No. 20 Firm Aircraft
|
Year | 2017 | ||||
159 921 | No. 169 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 | ||||
104 440 | No. 170 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 | ||||
104 442 | No. 171 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 | ||||
159 909 | No. 172 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 | ||||
159 910 | No. 173 |
Amendment No. 16 Firm Aircraft
|
Year | 2017 |
UNQUOTE |
4. | EFFECT OF THE AMENDMENT |
The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment. |
Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern. |
This Amendment will become effective upon execution thereof. |
5. | CONFIDENTIALITY |
This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. |
6. | ASSIGNMENT |
Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 6 will be void and of no force or effect. |
7. | COUNTERPARTS |
This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. |
JETBLUE AIRWAYS CORPORATION | AIRBUS S.A.S. | |||||||||
By:
|
/s/ Dave Barger | By: | /s/ John J. Leahy | |||||||
|
|
|
||||||||
|
Its: Chief Executive Officer | Its: Chief Operating Officer, Customers |
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(A) | Grant of RSUs . The Company hereby grants to the Participant [NUMBER] RSUs, subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents an unfunded and unsecured right to receive one share of Common Stock in the future. |
(B) | Vesting and Settlement of RSUs . |
(1) | The Period of Restriction applicable to the entire RSU grant shall commence on the Date of Award. Subject to the Participants continued employment with the Company or an Affiliate (the Company Group ), the RSUs shall vest, and the Period of Restriction shall lapse, in equal installments on each of the first, second and third anniversaries of the Date of Award (each such anniversary, a Vesting Date ). Any RSUs as to which the Period of Restriction has not lapsed prior to the date of the Participants Termination of Service shall be immediately forfeited. |
(2) | Each vested RSU shall be settled through the delivery of one Share no later than the last business day of the month in which the Vesting Date occurs (or as soon as administratively practicable thereafter, but in no event later than March 15 th of the calendar |
1
year immediately following the calendar year in which the vesting date occurs (the Settlement Date )). |
(3) | The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with section (D)) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below and in the Plan) the Companys insider trading policies) and shall be fully paid, non-assessable and registered in the Participants name. |
(C) | Termination of Service . |
If, prior to the Vesting Date, the Participant incurs a Termination of Service under any circumstances, the RSUs as to which the Period of Restriction has not lapsed shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any Shares or payments with respect to, such RSUs. |
(D) | Change in Control . The RSU grant awarded under this Award Agreement is subject to the provisions of Section 15 of the Plan. |
(E) | Transferability . RSUs are not transferable other than by last will and testament, by the laws of descent and distribution. Further, except as set forth in the Plan, a Participants rights under the Plan shall be exercisable during the Participants lifetime only by the Participant, or in the event of the Participants legal incapacity, the Participants legal guardian or representative. |
(F) | Miscellaneous . |
(1) | The Plan provides a complete description of the terms and conditions governing all RSUs granted thereunder. This Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt for the administration of the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plans terms shall supersede and replace the conflicting terms of this Award Agreement. | ||
(2) | The Committee shall have the right to impose such restrictions on any shares acquired pursuant to RSUs as it deems necessary or advisable under applicable federal securities laws, the rules and regulations of any stock exchange or market upon which such shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such shares. It is expressly understood by the Participant that the Committee is authorized to administer, construe, and make all determinations necessary or |
2
appropriate to administer the Plan and this Award Agreement, all of which shall be binding upon the Participant. |
(3) | The Participant acknowledges that the incentive compensation covered by this Award Agreement and the RSUs granted hereunder are subject to Sections 20 and 21 of the Plan, including the Companys recoupment policy, as may be amended or superseded from time to time by the Board or otherwise in response to changes in applicable laws, rules or regulations. |
(4) | The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or alter this Award Agreement at any time; provided , however , that no termination, amendment, modification, alteration or suspension shall materially impair the previously accrued rights of the Participant with respect to the RSUs granted pursuant to this Award Agreement, without the Participants consent, except as otherwise provided by the Plan. |
(5) | Payments contemplated with respect to the RSUs are intended to comply with the short-term deferral exception under Section 409A of the Code, and the regulations and guidance promulgated thereunder ( Section 409A ). Notwithstanding the forgoing of any provisions of the Plan or this Award Agreement, if the Company determines that such exception is not applicable to the RSUs, or any provision of this Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participants consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the extent reasonably practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section F(4) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A. |
(6) | Delivery of the Shares underlying the RSUs upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participants FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any |
3
applicable taxes required by law. Further, the Company may permit or require the Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the RSUs. |
(7) | This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement. |
(8) | All obligations of the Company under the Plan and this Award Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. |
4
(A) | Grant of DSUs . The Company hereby grants to the Participant [NUMBER] DSUs, subject to the terms and conditions of the Plan and this Award Agreement. Each DSU represents an unfunded and unsecured right to receive one share of Common Stock in the future. |
(B) | Vesting and Settlement of DSUs . |
(1) | The Period of Restriction applicable to the entire DSU grant shall commence on the Date of Award. Subject to the Participants continued director service with the Company or an Affiliate (the Company Group ), the DSUs shall vest, and the Period of Restriction shall lapse, on the first anniversary of the Date of Award (the Vesting Date ). Any DSUs as to which the Period of Restriction has not lapsed prior to the date of the Participants Termination of Service shall be immediately forfeited. |
(2) | Each vested DSU shall be settled through the delivery of one Share no later than the last business day of the month six months following the month in which the directors service terminates (or as soon as administratively practicable thereafter, but in no event later than March 15 th of the calendar year immediately following |
1
the calendar year in which the vesting date occurs (the Settlement Date )). |
(3) | The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with section (D)) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below and in the Plan) the Companys insider trading policies) and shall be fully paid, non-assessable and registered in the Participants name. |
(C) | Termination of Service . |
If, prior to the Vesting Date, the Participant incurs a Termination of Service under any circumstances, the DSUs as to which the Period of Restriction has not lapsed shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any Shares or payments with respect to, such DSUs. |
(D) | Change in Control . The DSU grant awarded under this Award Agreement is subject to the provisions of Section 15 of the Plan. |
(E) | Transferability . DSUs are not transferable other than by last will and testament, by the laws of descent and distribution. Further, except as set forth in the Plan, a Participants rights under the Plan shall be exercisable during the Participants lifetime only by the Participant, or in the event of the Participants legal incapacity, the Participants legal guardian or representative. |
(F) | Miscellaneous . |
(1) | The Plan provides a complete description of the terms and conditions governing all DSUs granted thereunder. This Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt for the administration of the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plans terms shall supersede and replace the conflicting terms of this Award Agreement. |
(2) | The Committee shall have the right to impose such restrictions on any shares acquired pursuant to DSUs as it deems necessary or advisable under applicable federal securities laws, the rules and regulations of any stock exchange or market upon which such shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such shares. It is expressly understood by the Participant that the Committee is authorized to administer, construe, and make all determinations necessary or |
2
appropriate to administer the Plan and this Award Agreement, all of which shall be binding upon the Participant. |
(3) | The Participant acknowledges that the incentive compensation covered by this Award Agreement and the DSUs granted hereunder are subject to Sections 20 and 21 of the Plan, or otherwise in response to changes in applicable laws, rules or regulations. |
(4) | The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or alter this Award Agreement at any time; provided , however , that no termination, amendment, modification, alteration or suspension shall materially impair the previously accrued rights of the Participant with respect to the DSUs granted pursuant to this Award Agreement, without the Participants consent, except as otherwise provided by the Plan. |
(5) | Payments contemplated with respect to the DSUs are intended to comply with the short-term deferral exception under Section 409A of the Code, and the regulations and guidance promulgated thereunder ( Section 409A ). Notwithstanding the forgoing of any provisions of the Plan or this Award Agreement, if the Company determines that such exception is not applicable to the DSUs, or any provision of this Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participants consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the extent reasonably practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section F(4) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the DSUs will not be subject to taxes, interest and penalties under Section 409A. |
(6) | Delivery of the Shares underlying the DSUs upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participants FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the DSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. Further, the Company may |
3
permit or require the Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the DSUs. |
(7) | This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this Award Agreement. |
(8) | All obligations of the Company under the Plan and this Award Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. |
4
Contents | ||||
|
||||
DEFINITIONS
|
2 | |||
1. SCOPE
|
7 | |||
2. STANDARD SPECIFICATION AND CUSTOMIZATION
|
7 | |||
3. NEO OPTION AND RELATED MATTERS
|
8 | |||
4. DELIVERY SCHEDULE, [***] AND RELATED MATTERS
|
9 | |||
5. AIRCRAFT PRICING CONDITIONS
|
11 | |||
6. [***]
|
12 | |||
7. PAYMENTS
|
12 | |||
8. OTHER PROVISIONS
|
13 | |||
9. TIMELINE, CONDITIONS PRECEDENT AND SIGNATURES
|
13 | |||
10 CONFIDENTIALITY
|
14 | |||
11 LAW AND JURISDICTION
|
14 | |||
12. ASSIGNMENT
|
14 | |||
13. ENTIRE AGREEMENT
|
14 | |||
14. MODIFICATIONS AND DISCLAIMERS OF RELIANCE
|
15 | |||
15. COUNTERPARTS
|
15 | |||
APPENDIX 1 AIRCRAFT PRICE SUMMARY
|
17 | |||
APPENDIX 2 PRICE REVISION FORMULAE
|
17 | |||
APPENDIX 3 CUSTOMIZATION
|
17 | |||
APPENDIX 4 PERFORMANCE GUARANTEES
|
17 |
Page i
1
2
3
4
5
6
1.1 | The purpose of this memorandum of understanding (MOU) is to set out the basic new terms and conditions offered by AIRBUS to JETBLUE for (i) the purchase of the A320 Backlog Aircraft and the A321 Backlog Aircraft [***], currently contracted for under certain terms and conditions as fifty-two (52) A320 aircraft under the Existing PA and (ii) a new order requested by JETBLUE for forty (40) A320 NEO Aircraft [***]. The Aircraft are subject to the conditions set out in Paragraph 9. | ||
1.2 | JETBLUE and AIRBUS intend to enter into one or more new purchase agreements that will include the principles set out in this MOU and also amend and supersede the Existing PA with respect to the Backlog Aircraft in order to, among other things, cancel the Backlog Aircraft therein and set forth all new terms and conditions applicable to the Aircraft in one or more new purchase agreements (the Purchase Agreement ), subject to Paragraph 9 below. |
A319 | A320 | A321 | ||||
Standard Specification
|
J.000.01000 Issue 6. March 1, 2007 | D.000.02000 Issue 7, March 1, 2007 | E.000.02000 Issue 4, March 1, 2007 | |||
|
||||||
Design Weights for Backlog Aircraft
(MTOW/MLW/MZFW) |
[***] | [***] | [***] | |||
|
||||||
Design Weights for A320 NEO and
A321 Neo Aircraft
(MTOW/MLW/MZFW)
|
See Paragraph 3.4 below | See Paragraph 3.4 below | See Paragraph 3.4 below |
2.1 | JETBLUE has selected the International Aero Engines for all the Backlog Aircraft. Paragraph 3.5 below describes the engine choices available for the NEO Aircraft. | ||
2.2 | Appendix 3 hereto further details the customized specification for the Aircraft. The Standard Specification, for the Aircraft as amended by Appendix 3 or otherwise amended after the date hereof by written agreement between AIRBUS and JETBLUE in the form of a specification change notice ( SCN ), shall be referred to as the Specification for the Aircraft. | ||
2.3 | The availability of Sharklets for A320 Backlog Aircraft and A321 Backlog Aircraft delivering in 2013 remains subject to industrial and certification constraints, provided however that each such Backlog Aircraft scheduled to deliver in 2013, shall be delivered with Sharklets in accordance with the schedule set forth herein or shall be delivered, at a minimum, with respect to A320 Backlog Aircraft, with full Sharklets provisions. | ||
2.4 | AIRBUS is considering turning certain items (including but not limited to galleys and galleys stowages), which are currently JETBLUE furnished equipment ( BFE ) in the Specification, into AIRBUS furnished equipment ( SFE ) and the parties agree that such BFE items, should they |
7
become SFE, shall be [***] . The parties agree that should such BFE items become SFE items, the resulting new budget of the SCN and BFE for such items shall be [***]. |
3. | NEO OPTION AND RELATED MATTERS | ||
3.1 | AIRBUS also offers and Buyer shall purchase certain A320 family aircraft with a new engine option (the New Engine Option or NEO ) applicable to the A319, A320, and A321 aircraft. The A320 family aircraft incorporating such NEO shall be referred to as the NEO Aircraft and the forty (40) incremental firm A320, A321 or A319 Aircraft ordered by JETBLUE pursuant to Paragraph 1 above shall be deemed NEO Aircraft. | ||
3.2 | The respective A319/A320/A321 NEO specifications shall be derived from the current A320 family specification, and are based on the new engines quoted below together with the required airframe structural adaptations as well as Aircraft systems and software adaptations required to operate such new engines | ||
3.3 | The NEO Aircraft specification shall incorporate the new large wingtip device (the Sharklets ) currently designed by AIRBUS to enhance, among other things, the eco-efficiency and payload range performance of the A320 family aircraft. | ||
3.4 | The MLW and MZFW design weights shall be revised [***] to reflect the NEO as follows: |
A320-200 : MTOW: [***]
|
MLW: [***] (*) | MZFW : [***] (*) | ||
A321-200 : MTOW [***]
|
MLW: [***] (*) | MZFW : [***] (*) | ||
A319-100 : MTOW: [***]
|
MLW: [***] (*) | MZFW : [***] (*) |
(*): MLW and MZFW are indicative design weights representative of the NEO Aircraft. NEO design weights shall be updated with the final specification. |
3.5 | The NEO Aircraft will be equipped with a set of either of the engine models listed below. The engine type shall be selected by JETBLUE at its sole discretion and advised to AIRBUS by the time of signature of the Purchase Agreement [***]. Upon selection, each shall be referred to as Propulsion Systems . |
8
Aircraft Type | CFMI Leap-X | PW 1100 G | ||
A319-100 NEO
Aircraft |
LEAP-X1A24
AET (23,500 lbf) |
PW1124G
AET (23,500 lbf) |
||
|
||||
A320-200 NEO
Aircraft |
LEAP-X1A26
AET (26,300 lbf) |
PW1127G
AET (26,300 lbf) |
||
|
||||
A321-200 NEO
Aircraft |
LEAP-X1A32
AET (32,100 lbf) |
PW1133G
AET (32,100 lbf) |
AET means Airbus Equivalent Thrust |
3.6 | Each of the three (3) A320 family NEO airframe types (A319, A320, A321) are planned to be manufactured and certified by AIRBUS with each engine manufacturer (CFM and Pratt & Whitney) and each engine type and with revised design weight variants. | |
The first airframe / engine brand combination to be certified no later than shall be a NEO Aircraft of the A320 type. Further airframe/engine brand combinations will be determined by Airbus in light of commercial and industrial requirements. | ||
Other airframe / engine combinations certification shall follow in sequence, with the objective to complete all firmly ordered airframe / engine combinations certification no later than [***]. | ||
3.7 | Appendix 3 hereto further details the customized specification for the A320, A321 and A319 NEO Aircraft. |
(i) | The Aircraft shall be ready for delivery to JETBLUE at the respective Aircrafts final assembly line according to the following scheduled delivery periods (the Scheduled Delivery Periods ), provided that the first row setting forth the Existing PA schedule is provided purely for reference purposes . |
9
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | Total | |||||||||||||||||||||||||||||||||||||
Existing PA
order A320 |
1 [***] | 7 ([***] | ) | 7 | 12 | 15 | 10 | | | | | 52 | ||||||||||||||||||||||||||||||||||||
New firm delivery schedule Backlog Aircraft
|
1 A320 | 7 A320 |
4 A320
3A321 ** |
9 A321
** |
10 A321
** |
2 A320
8 A321 ** |
8 A320 | 22 30 | ||||||||||||||||||||||||||||||||||||||||
40 A320neo Aircraft
|
| | | | | | [***]* | [***]* | [***] | [***] | [***] | 40 | ||||||||||||||||||||||||||||||||||||
Total New JBU
|
1 | 7 | 7 | 9 | 10 | 10 | [***] | [***] | [***] | [***] | [***] | 92 |
* | Subject to NEO engine/airframe sequence of certification-schedule subject to change as per Paragraph 4.1 (iii) below | |
** | Subject to signature of SCNs, the [***] shall be delivered with [***] while the [***] shall be delivered with [***]. |
(ii) | The above delivery positions remain subject to prior sale or other disposition until fulfillment of the conditions set out in Paragraph 9 hereunder. | ||
(iii) | The delivery schedule indicated above in Paragraph 4.1(i) may be [***]. Provided that the conditions set forth in Paragraph 9 below are fulfilled, and subject to the provisions of this Paragraph 4.1 (iii), AIRBUS shall reserve [***] or JETBLUE the deliveries stated in Paragraph 4.1(i). |
(iv) | The Scheduled Delivery Periods are for Aircraft complying with the relevant Standard Specification and may be subject to review when the final Specification has been defined. Such Scheduled Delivery Periods will only be guaranteed if the Specification is finalized and BFE is received at dates consistent with the proposed Scheduled Delivery Periods. | |
(v) | AIRBUS and JETBLUE will, no later than [***]. | |
4.2 | [***] |
10
5. | AIRCRAFT PRICING CONDITIONS | |
5.1 The detailed pricing for the Backlog Aircraft and the NEO Aircraft is attached as Appendix 1 hereto. All prices in Appendix 1 are (i) expressed in US dollars (ii) expressed in [***] delivery conditions, and (iii) subject to revision until delivery of the respective Aircraft in accordance with the Airbus Price Revision Formula, subject to Paragraph 6 below, the CFMI Price Revision Formula, the IAE Price Revision Formula or the PW Price Revision Formula, detailed in Appendix 2 attached hereto, as applicable. | ||
5.2 | The Base Price of Propulsion Systems pricing set forth in Appendix 1 for the Backlog Aircraft are computed from the IAE Reference Price as set forth in the IAE Price Revision Formula, attached hereto as Appendix 2, and will adjust up to the delivery of each respective Aircraft in accordance with such IAE Price Revision Formula. | |
5.3 | The Reference Price of Propulsion Systems for the NEO Aircraft as set forth in Appendix 1 will (i) adjust up to the delivery of each respective Aircraft in accordance with either the CFMI Price Revision Formula or the PW Price Revision Formula, as applicable and (ii) correspond to the thrust rating defined for the respective Propulsion Systems in Paragraph 3.5 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze. | |
5.4 | All Purchase Incentives as set forth in Appendix 1 hereto (excluding [***]), shall be made available to JETBLUE [***] and will be [***]. Unless JETBLUE gives AIRBUS notice to the contrary at least ten (10) days before delivery of the relevant Aircraft, the applicable Purchase Incentives will [***]. | |
5.5 | The availability of the engines for all Aircraft is subject to the agreement of the engine manufacturer. It is understood that the engine base and reference prices set forth in Appendix 1 and the engine price revision formulae set forth in Appendix 2 are based upon information received from the engine manufacturer and remain subject to modifications as may be issued from time to time by the engine manufacturer or any changes to the engine for these Aircraft. All engine concessions are for illustration purposes only, and subject to direct negotiation between JETBLUE and the engine manufacturers. | |
5.6 | The Final price of each Aircraft at delivery (the Final Aircraft Price ) will be the sum of: |
(i) | the respective Airframe Base Price, adjusted to the date of delivery in accordance with the Airbus Price Revision Formula, | ||
(ii) | the base price of (a) the Irrevocable SCNs (New Engine Option and installation of Sharklets) and (b) the Master Charge Engine, applicable only to the CFMI Leap-X Propulsion Systems, included in this MOU or in the Purchase Agreement, and both |
11
adjusted to the date of each Aircraft delivery in accordance with the Airbus Price Revision Formula, | |||
(iii) | the base price of all additional SCNs mutually agreed upon at or after signature of the MOU or Purchase Agreement and adjusted to the date of each Aircraft delivery in accordance with the Airbus Price Revision Formula, | ||
(iv) | the reference price of the applicable Propulsion Systems, as quoted by the relevant Propulsion Systems manufacturer to AIRBUS and adjusted to the date of Aircraft delivery in accordance with the relevant Propulsion Systems manufacturers price revision formula, and | ||
(v) | as the case may be, any amount from any other provisions of the Purchase Agreement and/or any other written between JETBLUE and AIRBUS. |
Payment Date | Amount | |
[***]
|
[***] * | |
|
||
On the first day of the month that is:
|
||
|
||
[***]
|
[***] | |
|
||
[***]
|
[***] | |
|
||
[***]
|
[***] | |
|
||
TOTAL
|
[***] |
* | Total amount of [***] for A320 NEO Aircraft, pursuant to Paragraph 7.1 above. |
12
8. | OTHER PROVISIONS |
8.1 | [***] | |
8.2 | WINGLET RETROFIT ON EXISTING FLEET OF A320-200 AIRCRAFT | |
AIRBUS will offer [***] to JETBLUE a certified winglet retrofit modification for its fleet of IAE powered in-service eligible A320-200 aircraft, [***], and for in-service availability no later than [***] (the Winglet Retrofit ). If AIRBUS [***], then JETBLUE shall be entitled to terminate this MOU [***] by written notice to Airbus. | ||
8.3 | PRODUCT SUPPORT PACKAGE | |
AIRBUS will provide JETBLUE with a complete product support package for the Aircraft, including warranties, spares support, training (including the provision of A320/A321 aircraft differential data package), technical field support and A320 Backlog Aircraft, A321 Backlog Aircraft, and A320 NEO Aircraft performance guarantees. This product support package will be included in the Purchase Agreement. | ||
The performance guarantees for the A320 Backlog Aircraft and the A321 Backlog Aircraft will be substantially similar in scope and content as set forth in the performance guarantee for A320 Aircraft in the Existing PA also adjusted to reflect the A320 Backlog Aircraft Specification. | ||
The performance guarantees for the A320 NEO Aircraft will be substantially similar in scope and content as set forth in Appendixes 4A and 4B to this MOU. |
9. | TIMELINE, CONDITIONS PRECEDENT AND SIGNATURES | |
9.1 | Unless this MOU has been executed and delivered by both parties together with receipt by AIRBUS of [***] as set forth in Paragraph 7 above [***]) by June 21, 2011 (the Expiration Date), this MOU shall be deemed withdrawn and invalid. |
9.2 | (i) | This MOU, other than the confidentiality obligations and the terms of this Paragraph 9, will remain subject to (i) AIRBUS and JETBLUE s corporate and board approvals and (ii) execution of an Amendment to the Existing PA rescheduling certain Backlog Aircraft, both by no later than June 21 , 2011 (the Amendment). Upon fulfillment of both (i) and (ii), this MOU shall become binding between JETBLUE and AIRBUS and |
13
not subject to any other condition precedent except as set forth in Paragraph 9.2 (iii) below. Thereupon, [***], subject to Paragraph 9.2(iii), below. |
(ii) | After execution of this MOU, the parties will also work in good faith to execute the Purchase Agreement by [***]. Notwithstanding the foregoing, the Parties acknowledge that failure to agree upon certain customary and material provisions in the Purchase Agreement after good faith negotiations, including but not limited to (i) liquidated damages (ii) performance guarantees, and (iii) warranties, shall give either Party the right to terminate by [***], this MOU without penalty or further obligation to the other Party, provided that [***]. | ||
(iii) | Notwithstanding anything to the contrary in this MOU, in the event AIRBUS [***] within the timeline described in Paragraph 8.2 above , then JETBLUE shall be entitled to terminate this MOU as set forth therein above. | ||
(iv) | In the event of a termination in accordance with Paragraph 8.2 above, this MOU will then automatically and concurrently be null and void, except that (a) AIRBUS will [***], and (b) the parties agree that the Amendment will remain valid and in full force and effect, and all other terms and conditions applicable to the Backlog Aircraft shall, passim, be deemed to have remained in effect as set forth in the Existing PA prior to signature of this MOU and the parties shall undertake any such steps necessary to give effect to such reinstatement. |
10 | CONFIDENTIALITY | |
This MOU is subject to the terms contained in Clause 22.5 of the Existing PA. | ||
11 | LAW AND JURISDICTION | |
This MOU and the rights and obligations of the Parties will be governed by and construed in accordance with the laws of the State of New York. Any dispute arising hereunder will be referred to the Federal or State courts located in the Borough of Manhattan, New York City, New York, and each of the Parties irrevocably submits to and accepts such jurisdiction. | ||
It is agreed that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this MOU or to the agreements contemplated herein. | ||
12. | ASSIGNMENT | |
The terms and conditions of this MOU may not be assigned by either Party to any third party without prior written consent of the other Party. | ||
13. | ENTIRE AGREEMENT |
14
This MOU constitutes the complete proposal by AIRBUS to JETBLUE with respect to the potential
sale of the Aircraft that are the subject hereof. This MOU supersedes any previous issues,
understandings, commitments or representations whatsoever, whether oral or written, in respect
thereto with respect to the subject matter contained herein.
This MOU when executed will become fully binding to the extent provided in Section 9 hereof and constitute the entire agreement between the Parties (other than as provided in the immediately preceding Paragraph) and shall not be amended except by an instrument in writing of even date herewith or subsequent hereof executed by both Parties. |
||
14. | MODIFICATIONS AND DISCLAIMERS OF RELIANCE | |
This MOU may not be amended or modified except in a writing signed by both Parties. The Parties disclaim, to the maximum extent permitted by law, any reliance upon any oral statements, acts, or omissions. | ||
15. | COUNTERPARTS | |
This MOU may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered). |
15
AGREED AND ACCEPTED | ||||||||||
|
||||||||||
JETBLUE AIRWAYS CORPORATION | AIRBUS S.A.S. | |||||||||
|
||||||||||
By:
|
/s/ Dave Barger | By: | /s/ John J. Leahy | |||||||
|
|
|
||||||||
Its:
|
Chief Executive Officer | Its: | Chief Operating Officer, Customers |
16
A319
|
Backlog Aircraft | |
A319
|
NEO Aircraft | |
A320
|
Backlog Aircraft | |
A320
|
NEO Aircraft | |
A321
|
Backlog Aircraft | |
A321
|
NEO Aircraft |
PART 1
|
AIRBUS PRICE REVISION FORMULA | |
PART 2
|
CFMI PRICE REVISION FORMULA | |
PART 3
|
IAE PRICE REVISION FORMULA | |
PART 4
|
PW PRICE REVISION FORMULA |
A320
|
BACKLOG AIRCRAFT | |
A320
|
NEO AIRCRAFT | |
A321
|
BACKLOG AIRCRAFT | |
A321
|
NEO AIRCRAFT |
17
[***]
|
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|
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[***]
|
[***] | |||
[***]
|
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|
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|
||||
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|
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|
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|
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|
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|
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|
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|
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|
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|
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18
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|
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19
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20
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|
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21
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|
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|
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|
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|
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|
22
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|
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|
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|
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[***]
|
[***] | [***] | [***] | |||
[***]
|
23
1.1 | Base Prices | |
The base prices (Airframe Base Price, SCN Budget, New Engine Option NEO, Sharklets, and Master Charge Engine) and the airframe purchase incentives ([***]) defined in Paragraph 5 and Appendix 1 to this MOU are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions hereof. | ||
1.2 | Base Period | |
The base prices have been established in accordance with the average economic conditions prevailing in December 2008, January 2009, February 2009 and corresponding to a theoretical delivery in January 2010 as defined by ECIb and ICb index values indicated hereafter. | ||
1.3 | Indexes | |
Labor Index: Employment Cost Index for Workers in Aerospace manufacturing hereinafter referred to as ECI336411W , quarterly published by the US Department of Labor, Bureau of Labor Statistics, in NEWS, and found in: Table 9, WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100). | ||
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two (2) preceding months. | ||
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I. | ||
Material Index: Industrial Commodities (hereinafter referred to as IC ) as published in PPI Detailed report (found in Table 6. Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100). | ||
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15. |
24
1.4 | Revision Formula | |
[***] |
1.5.1 | Rounding | |
The Labor Index average and the Material Index average shall be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. | ||
Each quotient shall be rounded to the nearest then thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. | ||
The final factor shall be rounded to the nearest ten thousandth (4 decimals). | ||
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1). | ||
1.5.2 | Substitution of Indexes for Airbus Price Revision Formula | |
If; |
(i) | the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Airbus Price Revision Formula, or | ||
(ii) | the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or | ||
(iii) | the data samples used to calculate such Labor Index or such Material Index are substantially changed; | ||
AIRBUS shall select a substitute index for inclusion in the Airbus Price Revision Formula (the Substitute Index). | |||
The Substitute Index shall reflect as closely as possible the actual variance of the Labor Costs or of the material costs used in the calculation of the original Labor Index or Material Index as the case may be. | |||
As a result of the selection of the Substitute Index, AIRBUS shall make an appropriate adjustment to the Airbus Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index. |
1.5.3 | Final Index Values |
25
The index values as defined in Clause 1.4. hereof shall be considered final and no further adjustment to the basic prices as revised at delivery of the Aircraft shall be made after Aircraft delivery for any subsequent changes in the published index values. | ||
1.5.4 | Limitation | |
Should the sum [***]. |
26
PART 2 CFM INTERNATIONAL PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON A320 NEO AND A321 NEO AIRCRAFT) |
2.1 | Reference Price of the Propulsion Systems | |
The Reference Price for a set of two (2) CFM INTERNATIONAL LEAP-X series engines is as follows: |
US$[***] (US dollars [***] for LEAP X1A24 | |||
US$[***] (US dollars [***]) for LEAP-X1A26 | |||
US$[***] (US dollars [***]) for LEAP-X1A32 |
This Reference Price applies to the Engine type as specified in the MOU. | ||
This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 2.4 and 2.5 hereof. | ||
2.2 | Reference Period | |
The Reference Price for a set of two (2) CFM INTERNATIONAL LEAP-X series engines has been established in accordance with the economic conditions prevailing for a theoretical delivery in [***] as defined by CFM INTERNATIONAL by the Reference Composite Price Index (CPI) [***] . | ||
2.3 | Indexes | |
Labor Index: Employment Cost Index for Workers in Aerospace manufacturing hereinafter referred to as ECI336411W , quarterly published by the US Department of Labor, Bureau of Labor Statistics, in NEWS, and found in: Table 9, WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100 , hereinafter multiplied by [***] and rounded to the first decimal place). | ||
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months. | ||
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I |
27
Material Index: Industrial Commodities (hereinafter referred to as IC ) as published in PPI detailed report (found in Table 6. Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100). Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15. |
2.4 | Revision Formula | |
[***] | ||
2.5 | General Provisions | |
2.5.1 | Roundings |
(i) | The Material index average ([***]) shall be rounded to the nearest second decimal place and the labor index average ([***]) shall be rounded to the nearest first decimal place. | ||
(ii) | [***] shall be rounded to the nearest second decimal place. | ||
(iii) | The final factor ([***]) shall be rounded to the nearest third decimal place. |
If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. After final computation [***] shall be rounded to the nearest whole number (0.5 rounds to 1). |
2.5.2 | Final Index Values | |
The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the indexes. | ||
2.5.3 | Interruption of Index Publication | |
If the US Department of Labor substantially revises the methodology of calculation or discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the substitute for the revised or discontinued index selected by CFM INTERNATIONAL, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued. | ||
Appropriate revision of the formula shall be made to accomplish this result. | ||
2.5.4 | Annulment of the Formula |
28
Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the scheduled month of Aircraft Delivery. | ||
2.5.5 | Limitation | |
Should the ratio [***]. |
29
PART 3 |
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON ALL BACKLOG AIRCRAFT) |
3.1 | Reference Price of Propulsion Systems | |
The Reference Price for a set of two (2) INTERNATIONAL AERO ENGINES is as follows: |
US$[***] (US dollars [***]) for V2524-A5 series Engines, | |||
US$[***] (US dollars [***]) for V2527-A5 series Engines and | |||
USD [***] (US dollars [***]) for V2533-A5 series Engines. |
This Reference Price applies to the Engine type as specified in the MOU. | ||
This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof. | ||
3.2 | Reference Period | |
The above Reference Price has been established in accordance with the averaged economic conditions prevailing in June 2005, July 2005 and August 2005 (delivery conditions January 2006), as defined, according to INTERNATIONAL AERO ENGINES by the ECIb and ICb, index values indicated in Clause 3.4. hereof. | ||
3.3 | Indexes | |
Labor Index: Employment Cost Index for Workers in Aerospace manufacturing hereinafter referred to as ECI336411W , quarterly published by the US Department of Labor, Bureau of Labor Statistics, in NEWS, and found in: Table 9, WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100). | ||
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months. | ||
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I | ||
Material Index: Industrial Commodities (hereinafter referred to as IC ) as published in PPI detailed report (found in Table 6. Producer price indexes and percent changes for |
30
commodity groupings and individual items not seasonally adjusted or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100). | ||
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15. | ||
3.4 | Revision Formula | |
[***] |
31
3.5 | General Provisions | |
3.5.1 | Roundings |
(i) | [***] and [***] shall be calculated to the nearest tenth (1 decimal). | ||
(ii) | Each quotient ([***]) shall be calculated to the nearest ten-thousandth (4 decimals). | ||
(iii) | The final factor shall be rounded to the nearest ten-thousandth (4 decimals). |
If the next succeeding place is five (5) or more the preceding decimal place shall be raised to the nearest higher figure. | ||
After final computation [***] shall be rounded to the nearest whole number (0.5 rounds to 1). | ||
3.5.2 | Final Index Values | |
The revised Reference Price at the date of Aircraft delivery shall be the final price and shall not be subject to any further adjustments in the indexes. | ||
If no final index values are available for any of the applicable month, the then published preliminary figures shall be the basis on which the Revised Reference Price shall be computed. | ||
3.5.3 | Interruption of Index Publication | |
If the US Department of Labor substantially revises the methodology of calculation or discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the substitute for the revised or discontinued index selected by INTERNATIONAL AERO ENGINES, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued. | ||
Appropriate revision of the formula shall be made to accomplish this result. | ||
3.5.4 | Annulment of Formula | |
Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Price Indexes to the fifth (5th), sixth (6th) and seventh (7th) month prior to the scheduled Aircraft delivery. |
32
3.5.5 | Limitation | |
Should the revised Reference Price [***], the final price shall be [***]. |
33
PART 4 |
PRATT AND WHITNEY PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON A320 NEO AND A321 NEO AIRCRAFT) |
4.1 | Reference Price of the Propulsion Systems |
US$[***] (US dollars [***]) for PW1124G, | |||
US$[***] (US dollars [***]) for PW1127G, and | |||
US$[***] (US dollars [***]) for PW1133G. |
The Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof. |
4.2 | Base Period |
The Reference Price has been established in accordance with the average economic conditions prevailing in December 2008, January 2009, February 2009 and corresponding to a theoretical delivery in January 2010 as defined by ECIb, ICb and C10b index values indicated hereafter. |
4.3 | Indexes |
Labor Index : Employment Cost Index for Workers in Aerospace manufacturing hereinafter referred to as ECI336411W, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in NEWS, and found in Table 9, WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100). | |||
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months. | |||
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I. | |||
Material Index : Industrial Commodities (hereinafter referred to as IC) as published in PPI Detailed Report (found in Table 6. Producer Price indexes and percent changes for |
34
commodity and service groupings and individual items not seasonally adjusted or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100). | |||
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15 | |||
Metal Index : Metals and metal products Code 10 (hereafter referred to as C10) as published in PPI Detailed Report (found in Table 6. Producer Price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted or such other names that may be from time to time used for the publications title and/or table). (Base 1982 = 100). | |||
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU10. |
4.4 | Revision formula |
[***] |
4.5 | General Provisions |
4.5.1 | Roundings | |
The Labor Index average, the Material Index average, and the Metal Index average shall be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. | ||
Each quotient ([***]), ([***]) and ([***]) shall be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. | ||
The final factor shall be rounded to the nearest ten-thousandth (4 decimals). | ||
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1). |
4.5.2 | Substitution of Indexes for Price Revision Formula |
If: |
(i) | the United States Department of Labor substantially revises the methodology of calculation of the Labor Index , the Material Index, or the Metal Index as used in the Price Revision Formula, or |
35
(ii) | the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index , such Material Index, or such Metal Index, or | ||
(iii) | the data samples used to calculate such Labor Index , such Material Index, or such Metal Index are substantially changed; |
Pratt and Whitney shall select a substitute index for inclusion in the Price Revision Formula (the Substitute Index) and AIRBUS shall reflect such Substitute Index. | |||
The Substitute Index shall reflect as closely as possible the actual variance of the labor costs, of the material costs, or of the metal costs used in the calculation of the original Labor Index, Material Index, or Metal Index as the case may be. | |||
As a result of the selection of the Substitute Index, an appropriate adjustment to the Price Revision Formula shall be performed, to combine the successive utilization of the original Labor Index, Material Index or Metal Index (as the case may be) and of the Substitute Index. |
36
4.5.3 | Final Index Values |
The Index values as defined in Clause 4 above shall be considered final and no further adjustment to the adjusted Reference Price as revised at Aircraft Delivery (or payment of such revised amounts, as the case may be) shall be respectively made after Aircraft Delivery (or payment of such adjusted amounts, as the case may be) for any subsequent changes in the published Index values. |
4.5.4 | Limitation |
Should the sum of [***]. |
|
APPENDIX 3 |
A320-200 SCNs | Estimated BFE Budget | |||||||
[***] | [***] | |||||||
ATA | TITLE | per aircraft | per aircraft | Comments | ||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] |
37
A320-200 SCNs | Estimated BFE Budget | |||||||
[***] | [***] | |||||||
ATA | TITLE | per aircraft | per aircraft | Comments | ||||
[***]
|
[***] | [***] | [***] | [***] | ||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | ||||||
[***]
|
[***] | [***] | [***] | |||||
[***]
|
[***] | [***] | [***] | |||||
57-00
|
Installation of sharklets | [***] | Subject to industrial and certification constraints | |||||
72-00
|
A320-200 engine selection V2527-A5 at 25,400 lbf | (**) | [***] | |||||
|
||||||||
|
TOTAL OF SCNS AND ESTIMATED BFE BUDGET $US DC01/2010 PER AIRCRAFT | [***] | [***] |
38
39
A320-200 NEO | ||||
SCN Budget | ||||
[***] | ||||
ATA | TITLE | per aircraft | ||
[***] |
[***]
|
[***] | ||
57-00 |
Installation of sharklets
|
[***] | ||
72-00 |
A320-200 NEO engine
selection : CFMI
LEAP-X1A26 at 26,300 lbf
(**) or PW PW1127G at 26,300 lbf (**)
|
[***] | ||
TOTAL OF IRREVOCABLE
SCNS [***] PER
AIRCRAFT
|
[***] |
40
A320-200 NEO | Estimated | |||||||
SCN Budget |
BFE
Budget |
|||||||
[***] | [***] | |||||||
ATA | TITLE |
per
aircraft |
per
aircraft |
Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | [***] | ||||
[***] |
[***]
|
[***] | [***] | [***] | ||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | [***] | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] |
41
A320-200 NEO | Estimated | |||||||
SCN Budget |
BFE
Budget |
|||||||
[***] | [***] | |||||||
ATA | TITLE |
per
aircraft |
per
aircraft |
Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
53-40 |
[***]
|
[***] | [***] |
42
A320-200 NEO | Estimated | |||||||
SCN Budget |
BFE
Budget |
|||||||
[***] | [***] | |||||||
ATA | TITLE | per aircraft |
per
aircraft |
Comments | ||||
TOTAL OF ADDITIONAL
SCNS AND ESTIMATED BFE
BUDGET [***] PER
AIRCRAFT
|
[***] | [***] | ||||||
GRAND TOTAL SCN AND
BFE BUDGET FOR
A320-200 EQUIPPED WITH
NEO [***] PER
AIRCRAFT
|
[***] | [***] |
[***] | ||
(**) : | The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance). |
43
Estimated | ||||||||
BFE
Budget |
||||||||
A321-200 SCNs | [***] | |||||||
[***] | per | |||||||
ATA | TITLE | per aircraft | aircraft | Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | [***] | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] |
44
Estimated | ||||||||
BFE
Budget |
||||||||
A321-200 SCNs | [***] | |||||||
[***] | per | |||||||
ATA | TITLE | per aircraft | aircraft | Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
57-00 |
Installation of sharklets
|
[***] | Subject to industrial and certification contraints | |||||
72-00 |
A321-200 engine selection V2533-A5
at 31,700 lbf (**)
|
[***] | ||||||
TOTAL OF SCNS AND ESTIMATED BFE
BUDGET [***] PER AIRCRAFT
|
[***] | [***] |
[***] | ||
(**) | : The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance). |
45
A321-200 SCNs | Estimated BFE Budget | |||||||
[***] | [***] | |||||||
ATA | TITLE | per aircraft | per aircraft | Comments | ||||
[***] |
ETOPS 120mn requirement
|
[***] | [***] |
46
A321-200 NEO | ||||
SCN Budget | ||||
[***] | ||||
ATA | TITLE | per aircraft | ||
[***] |
[***]
|
[***] | ||
57-00 |
Installation of sharklets
|
[***] | ||
72-00 |
A321-200 NEO engine
selection : CFMI
LEAP-X1A32 at 32,100 lbf
(**) or PW PW1133G at 32,100 lbf (**)
|
[***] | ||
TOTAL OF IRREVOCABLE
SCNS [***] PER
AIRCRAFT
|
[***] |
47
A321-200 NEO | Estimated | |||||||
BFE
Budget |
||||||||
SCN Budget | [***] | |||||||
ATA | TITLE |
[***]
per aircraft |
per
aircraft |
Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | [***] | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] |
48
A321-200 NEO | Estimated | |||||||
BFE
Budget |
||||||||
SCN Budget | [***] | |||||||
ATA | TITLE |
[***]
per aircraft |
per
aircraft |
Comments | ||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | ||||||
[***] |
[***]
|
[***] | [***] | |||||
[***] |
[***]
|
[***] | [***] | |||||
TOTAL OF ADDITIONAL SCNS
AND ESTIMATED BFE BUDGET
- [***] PER AIRCRAFT
|
[***] | [***] | ||||||
GRAND TOTAL SCN AND BFE
BUDGET FOR A321-200
EQUIPPED WITH NEO -
[***] PER AIRCRAFT
|
[***] | [***] |
[***] | ||
(**) | : The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance). |
A321-200 NEO | Estimated | |||||||
BFE
Budget |
||||||||
SCN Budget | [***] | |||||||
ATA | TITLE |
[***]
per aircraft |
per
aircraft |
Comments | ||||
[***] |
[***]
|
[***] | [***] |
49
1 | AIRCRAFT CONFIGURATION | |
The guarantees defined in Paragraphs 2 and 3 below (the Guarantees ) are applicable to the A320 Aircraft as described in the A320 Standard Specification D 000 02000 Issue 7 dated 1 st March 2007 as amended by SCNs for: | ||
i) NEO aircraft configuration | ||
ii) installation of CFM LEAP-X1A26 engines | ||
iii) the following design weights: |
Maximum Take-Off Weight (MTOW) [***] | |||
Maximum Landing Weight (MLW) [***] | |||
Maximum Zero Fuel Weight (MZFW) [***] |
hereinafter referred to as the Specification without taking into account any further changes thereto as provided in the Agreement. |
2 | [***] |
8 | UNDERTAKING REMEDIES | |
Should the A320 Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller [***]. |
AIRBUS S.A.S.
|
||||
By: | ||||
Title:
|
||||
JETBLUE AIRWAYS
|
||||
By: | ||||
Title:
|
||||
1 | AIRCRAFT CONFIGURATION | |
The guarantees defined in Paragraphs 2 and 3 below (the Guarantees ) are applicable to the A320 Aircraft as described in the A320 Standard Specification D 000 02000 Issue 7 dated 1 st March 2007 as amended by SCNs for: | ||
i)NEO aircraft configuration | ||
ii)installation of Pratt and Whitney PW1127G engines | ||
iii)the following design weights: | ||
Maximum Take-Off Weight (MTOW) [***] | ||
Maximum Landing Weight (MLW) [***] | ||
Maximum Zero Fuel Weight (MZFW) [***] | ||
hereinafter referred to as the Specification without taking into account any further changes thereto as provided in the Agreement. | ||
2 | [***] |
8 | UNDERTAKING REMEDIES | |
Should the A320 Aircraft fail to meet any of the Guarantees specified in this Letter Agreement [***] |
AIRBUS S.A.S.
|
||||
By: | ||||
Title:
|
||||
JETBLUE AIRWAYS
|
||||
By: | ||||
Title:
|
||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Earnings:
|
||||||||||||||||
Income (loss) before income taxes
|
$ | 43 | $ | 52 | $ | 49 | $ | 51 | ||||||||
Less: capitalized interest
|
(1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||||||
Add: fixed charges
|
71 | 69 | 139 | 141 | ||||||||||||
Amortization of capitalized interest
|
1 | 1 | 1 | 1 | ||||||||||||
|
||||||||||||||||
Adjusted earnings
|
$ | 114 | $ | 121 | $ | 187 | $ | 191 | ||||||||
|
||||||||||||||||
|
||||||||||||||||
Fixed charges:
|
||||||||||||||||
Interest expense
|
$ | 42 | $ | 41 | $ | 84 | $ | 86 | ||||||||
Amortization of debt costs
|
2 | 2 | 4 | 4 | ||||||||||||
Rent expense representative of interest
|
27 | 26 | 51 | 51 | ||||||||||||
|
||||||||||||||||
Total fixed charges
|
$ | 71 | $ | 69 | $ | 139 | $ | 141 | ||||||||
|
||||||||||||||||
|
||||||||||||||||
Ratio of earnings to fixed charges
|
1.60 | 1.75 | 1.34 | 1.36 | ||||||||||||
|
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 3, 2011 | By: | /s/ DAVID BARGER | ||
Chief Executive Officer | ||||
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 3, 2011 | By: | /s/ EDWARD BARNES | ||
Executive Vice President and Chief | ||||
Financial Officer |
Date: August 3, 2011 | By: | /s/ DAVID BARGER | ||
Chief Executive Officer | ||||
Date: August 3, 2011 | By: | /s/ EDWARD BARNES | ||
Executive Vice President and Chief | ||||
Financial Officer | ||||