|
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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)
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87-0617894
(I.R.S. Employer Identification No.)
|
Title of each class
|
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Name of each exchange on which registered
|
Table of Contents
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PART I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV.
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Item 15.
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Year Ended December 31,
|
|||||||
Capacity Distribution
|
|
2013
|
|
2012
|
|
2011
|
|||
Florida
|
|
30.9
|
%
|
|
31.1
|
%
|
|
32.7
|
%
|
Latin, including Puerto Rico (1)
|
|
28.1
|
|
|
27.2
|
|
|
24.7
|
|
Transcontinental
|
|
27.9
|
|
|
28.6
|
|
|
29.1
|
|
Central
|
|
5.2
|
|
|
5.0
|
|
|
5.0
|
|
East
|
|
5.0
|
|
|
4.9
|
|
|
5.1
|
|
West
|
|
2.9
|
|
|
3.2
|
|
|
3.4
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gallons consumed (millions)
|
|
604
|
|
|
563
|
|
|
525
|
|
|||
Total cost (millions) (a)
|
|
1,899
|
|
|
1,806
|
|
|
1,664
|
|
|||
Average price per gallon (a)
|
|
$
|
3.14
|
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
Percent of operating expenses
|
|
37.9
|
%
|
|
39.2
|
%
|
|
39.8
|
%
|
Aircraft
|
|
Seating Capacity
|
|
Owned
|
|
Capital Leased
|
|
Operating Leased
|
|
Total
|
|
Average Age in Years
|
||||||
Airbus A320
|
|
150
|
|
|
96
|
|
|
4
|
|
|
30
|
|
|
130
|
|
|
8.3
|
|
Airbus A321
|
|
190
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
0.1
|
|
EMBRAER 190
|
|
100
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
60
|
|
|
5.2
|
|
|
|
|
|
130
|
|
|
4
|
|
|
60
|
|
|
194
|
|
|
7.1
|
|
Year
|
|
Airbus
A320 |
|
Airbus
A320neo |
|
Airbus
A321 |
|
Airbus A321neo
|
|
EMBRAER
190 |
|
Total
|
2014
|
|
—
|
|
—
|
|
9
|
|
—
|
|
—
|
|
9
|
2015
|
|
—
|
|
—
|
|
12
|
|
—
|
|
—
|
|
12
|
2016
|
|
3
|
|
—
|
|
12
|
|
—
|
|
—
|
|
15
|
2017
|
|
—
|
|
—
|
|
15
|
|
—
|
|
—
|
|
15
|
2018
|
|
—
|
|
5
|
|
1
|
|
9
|
|
—
|
|
15
|
2019
|
|
—
|
|
—
|
|
—
|
|
15
|
|
—
|
|
15
|
2020
|
|
—
|
|
9
|
|
—
|
|
6
|
|
10
|
|
25
|
2021
|
|
—
|
|
16
|
|
—
|
|
—
|
|
7
|
|
23
|
2022
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
7
|
|
|
3
|
|
30
|
|
49
|
|
30
|
|
24
|
|
136
|
|
|
High
|
|
Low
|
||||
2013 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
7.01
|
|
|
$
|
5.70
|
|
June 30
|
|
7.28
|
|
|
5.95
|
|
||
September 30
|
|
6.93
|
|
|
6.04
|
|
||
December 31
|
|
9.20
|
|
|
6.57
|
|
||
2012 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
6.32
|
|
|
4.73
|
|
||
June 30
|
|
5.44
|
|
|
4.06
|
|
||
September 30
|
|
5.94
|
|
|
4.76
|
|
||
December 31
|
|
5.99
|
|
|
4.77
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced program
|
|
Maximum number of shares that may yet to be purchased under the program
|
|||||
January 2013
|
|
257,725
|
|
|
$
|
5.90
|
|
|
257,725
|
|
|
|
|
February 2013
|
|
261,200
|
|
|
$
|
5.89
|
|
|
261,200
|
|
|
|
|
June 2013
|
|
11,000
|
|
|
$
|
6.00
|
|
|
11,000
|
|
|
|
|
Total
|
|
529,925
|
|
|
$
|
5.90
|
|
|
529,925
|
|
|
20,392,430
|
|
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||||||
JetBlue Airways Corporation
|
|
$
|
100
|
|
|
$
|
121
|
|
|
$
|
95
|
|
|
$
|
105
|
|
|
$
|
157
|
|
S&P 500 Stock Index
|
|
100
|
|
|
115
|
|
|
117
|
|
|
136
|
|
|
180
|
|
|||||
NYSE Arca Airline Index (1)
|
|
100
|
|
|
139
|
|
|
96
|
|
|
131
|
|
|
206
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
$
|
3,779
|
|
|
$
|
3,292
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Aircraft fuel and related taxes
|
|
1,899
|
|
|
1,806
|
|
|
1,664
|
|
|
1,115
|
|
|
945
|
|
|||||
Salaries, wages and benefits (1)
|
|
1,135
|
|
|
1,044
|
|
|
947
|
|
|
891
|
|
|
776
|
|
|||||
Landing fees and other rents
|
|
305
|
|
|
277
|
|
|
245
|
|
|
228
|
|
|
213
|
|
|||||
Depreciation and amortization
|
|
290
|
|
|
258
|
|
|
233
|
|
|
220
|
|
|
228
|
|
|||||
Aircraft rent
|
|
128
|
|
|
130
|
|
|
135
|
|
|
126
|
|
|
126
|
|
|||||
Sales and marketing
|
|
223
|
|
|
204
|
|
|
199
|
|
|
179
|
|
|
151
|
|
|||||
Maintenance materials and repairs
|
|
432
|
|
|
338
|
|
|
227
|
|
|
172
|
|
|
149
|
|
|||||
Other operating expenses (2)
|
|
601
|
|
|
549
|
|
|
532
|
|
|
515
|
|
|
419
|
|
|||||
Total operating expenses
|
|
5,013
|
|
|
4,606
|
|
|
4,182
|
|
|
3,446
|
|
|
3,007
|
|
|||||
Operating income
|
|
428
|
|
|
376
|
|
|
322
|
|
|
333
|
|
|
285
|
|
|||||
Other income (expense) (3)
|
|
(149
|
)
|
|
(167
|
)
|
|
(177
|
)
|
|
(172
|
)
|
|
(181
|
)
|
|||||
Income before income taxes
|
|
279
|
|
|
209
|
|
|
145
|
|
|
161
|
|
|
104
|
|
|||||
Income tax expense
|
|
111
|
|
|
81
|
|
|
59
|
|
|
64
|
|
|
43
|
|
|||||
Net income
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
|
$
|
61
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
|
$
|
0.36
|
|
|
$
|
0.24
|
|
Diluted
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
$
|
0.21
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
|
7.9
|
%
|
|
7.5
|
%
|
|
7.1
|
%
|
|
8.8
|
%
|
|
8.6
|
%
|
|||||
Pre-tax margin
|
|
5.1
|
%
|
|
4.2
|
%
|
|
3.2
|
%
|
|
4.3
|
%
|
|
3.2
|
%
|
|||||
Ratio of earnings to fixed charges
|
|
2.05
|
x
|
|
1.75
|
x
|
|
1.52
|
x
|
|
1.59
|
x
|
|
1.33
|
x
|
|||||
Net cash provided by operating activities
|
|
$
|
758
|
|
|
$
|
698
|
|
|
$
|
614
|
|
|
$
|
523
|
|
|
$
|
486
|
|
Net cash used in investing activities
|
|
(476
|
)
|
|
(867
|
)
|
|
(502
|
)
|
|
(696
|
)
|
|
(457
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(239
|
)
|
|
(322
|
)
|
|
96
|
|
|
(258
|
)
|
|
306
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
225
|
|
|
$
|
182
|
|
|
$
|
673
|
|
|
$
|
465
|
|
|
$
|
896
|
|
Investment securities
|
|
516
|
|
|
685
|
|
|
591
|
|
|
628
|
|
|
246
|
|
|||||
Total assets
|
|
7,350
|
|
|
7,070
|
|
|
7,071
|
|
|
6,593
|
|
|
6,549
|
|
|||||
Total debt
|
|
2,585
|
|
|
2,851
|
|
|
3,136
|
|
|
3,033
|
|
|
3,304
|
|
|||||
Common stockholders’ equity
|
|
2,134
|
|
|
1,888
|
|
|
1,757
|
|
|
1,654
|
|
|
1,546
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Operating Statistics (unaudited):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
30,463
|
|
|
28,956
|
|
|
26,370
|
|
|
24,254
|
|
|
22,450
|
|
|||||
Revenue passenger miles (millions)
|
|
35,836
|
|
|
33,563
|
|
|
30,698
|
|
|
28,279
|
|
|
25,955
|
|
|||||
Available seat miles (ASMs)(millions)
|
|
42,824
|
|
|
40,075
|
|
|
37,232
|
|
|
34,744
|
|
|
32,558
|
|
|||||
Load factor
|
|
83.7
|
%
|
|
83.8
|
%
|
|
82.4
|
%
|
|
81.4
|
%
|
|
79.7
|
%
|
|||||
Aircraft utilization (hours per day)
|
|
11.9
|
|
|
11.8
|
|
|
11.7
|
|
|
11.6
|
|
|
11.5
|
|
|||||
Average fare
|
|
$
|
163.19
|
|
|
$
|
157.11
|
|
|
$
|
154.74
|
|
|
$
|
140.69
|
|
|
$
|
130.67
|
|
Yield per passenger mile (cents)
|
|
13.87
|
|
|
13.55
|
|
|
13.29
|
|
|
12.07
|
|
|
11.30
|
|
|||||
Passenger revenue per ASM (cents)
|
|
11.61
|
|
|
11.35
|
|
|
10.96
|
|
|
9.82
|
|
|
9.01
|
|
|||||
Operating revenue per ASM (cents)
|
|
12.71
|
|
|
12.43
|
|
|
12.10
|
|
|
10.88
|
|
|
10.11
|
|
|||||
Operating expense per ASM (cents)
|
|
11.71
|
|
|
11.49
|
|
|
11.23
|
|
|
9.92
|
|
|
9.24
|
|
|||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.28
|
|
|
6.99
|
|
|
6.76
|
|
|
6.71
|
|
|
6.33
|
|
|||||
Operating expense per ASM, excluding fuel and profit sharing (cents)
|
|
7.25
|
|
|
6.98
|
|
|
6.76
|
|
|
6.71
|
|
|
6.33
|
|
|||||
Airline operating expense per ASM (cents) (4)
|
|
11.56
|
|
|
11.34
|
|
|
11.06
|
|
|
9.71
|
|
|
8.99
|
|
|||||
Departures
|
|
282,133
|
|
|
264,600
|
|
|
243,446
|
|
|
225,501
|
|
|
215,526
|
|
|||||
Average stage length (miles)
|
|
1,090
|
|
|
1,085
|
|
|
1,091
|
|
|
1,100
|
|
|
1,076
|
|
|||||
Average number of operating aircraft during period
|
|
185.2
|
|
|
173.9
|
|
|
164.9
|
|
|
153.5
|
|
|
148.0
|
|
|||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
3.14
|
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
|
$
|
2.29
|
|
|
$
|
2.08
|
|
Fuel gallons consumed (millions)
|
|
604
|
|
|
563
|
|
|
525
|
|
|
486
|
|
|
455
|
|
|||||
Full-time equivalent employees at period end (4)
|
|
12,647
|
|
|
12,070
|
|
|
11,733
|
|
|
11,121
|
|
|
10,704
|
|
(Revenue in millions)
|
|
|
|
|
|
Year-over-Year
Change |
|
|||||||||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
4,971
|
|
|
$
|
4,550
|
|
|
$
|
421
|
|
|
9.3
|
|
|
Other Revenue
|
|
470
|
|
|
432
|
|
|
38
|
|
|
8.8
|
|
|
|||
Operating Revenues
|
|
5,441
|
|
|
4,982
|
|
|
459
|
|
|
9.2
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
163.19
|
|
|
$
|
157.11
|
|
|
$
|
6.08
|
|
|
3.9
|
|
|
Yield per passenger mile (cents)
|
|
13.87
|
|
|
13.55
|
|
|
0.32
|
|
|
2.4
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.61
|
|
|
11.35
|
|
|
0.26
|
|
|
2.3
|
|
|
|||
Operating revenue per ASM (cents)
|
|
12.71
|
|
|
12.43
|
|
|
0.28
|
|
|
2.2
|
|
|
|||
Average stage length (miles)
|
|
1,090
|
|
|
1,085
|
|
|
5
|
|
|
0.5
|
|
|
|||
Revenue passengers (thousands)
|
|
30,463
|
|
|
28,956
|
|
|
1,507
|
|
|
5.2
|
|
|
|||
Revenue passenger miles (millions)
|
|
35,836
|
|
|
33,563
|
|
|
2,273
|
|
|
6.8
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
42,824
|
|
|
40,075
|
|
|
2,749
|
|
|
6.9
|
|
|
|||
Load Factor
|
|
83.7
|
%
|
|
83.8
|
%
|
|
|
|
(0.1
|
)
|
pts
|
(in millions; per ASM data in cents)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,899
|
|
|
$
|
1,806
|
|
|
$
|
93
|
|
|
5.1
|
|
|
4.43
|
|
|
4.50
|
|
|
(1.6
|
)
|
Salaries, wages and benefits
|
|
1,135
|
|
|
1,044
|
|
|
91
|
|
|
8.7
|
|
|
2.65
|
|
|
2.60
|
|
|
1.9
|
|
|||
Landing fees and other rents
|
|
305
|
|
|
277
|
|
|
28
|
|
|
10.1
|
|
|
0.71
|
|
|
0.69
|
|
|
2.9
|
|
|||
Depreciation and amortization
|
|
290
|
|
|
258
|
|
|
32
|
|
|
12.5
|
|
|
0.68
|
|
|
0.65
|
|
|
4.6
|
|
|||
Aircraft rent
|
|
128
|
|
|
130
|
|
|
(2
|
)
|
|
(1.5
|
)
|
|
0.30
|
|
|
0.33
|
|
|
(9.1
|
)
|
|||
Sales and marketing
|
|
223
|
|
|
204
|
|
|
19
|
|
|
9.2
|
|
|
0.52
|
|
|
0.51
|
|
|
2.0
|
|
|||
Maintenance materials and repairs
|
|
432
|
|
|
338
|
|
|
94
|
|
|
28.0
|
|
|
1.01
|
|
|
0.84
|
|
|
20.2
|
|
|||
Other operating expenses
|
|
601
|
|
|
549
|
|
|
52
|
|
|
9.5
|
|
|
1.41
|
|
|
1.37
|
|
|
2.9
|
|
|||
Total operating expenses
|
|
$
|
5,013
|
|
|
$
|
4,606
|
|
|
$
|
407
|
|
|
8.8
|
|
|
11.71
|
|
|
11.49
|
|
|
1.9
|
|
(Revenues in millions)
|
|
|
|
|
|
Year-over-Year
Change
|
|
|||||||||
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
4,550
|
|
|
$
|
4,080
|
|
|
$
|
470
|
|
|
11.5
|
%
|
|
Other Revenue
|
|
432
|
|
|
424
|
|
|
8
|
|
|
2.0
|
|
|
|||
Operating Revenues
|
|
4,982
|
|
|
4,504
|
|
|
478
|
|
|
10.6
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
157.11
|
|
|
$
|
154.74
|
|
|
$
|
2.37
|
|
|
1.5
|
%
|
|
Yield per passenger mile (cents)
|
|
13.55
|
|
|
13.29
|
|
|
0.26
|
|
|
2.0
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.35
|
|
|
10.96
|
|
|
0.39
|
|
|
3.6
|
|
|
|||
Operating revenue per ASM (cents)
|
|
12.43
|
|
|
12.10
|
|
|
0.33
|
|
|
2.8
|
|
|
|||
Average stage length (miles)
|
|
1,085
|
|
|
1,091
|
|
|
(6
|
)
|
|
(0.5
|
)
|
|
|||
Revenue passengers (thousands)
|
|
28,956
|
|
|
26,370
|
|
|
2,586
|
|
|
9.8
|
|
|
|||
Revenue passenger miles (millions)
|
|
33,563
|
|
|
30,698
|
|
|
2,865
|
|
|
9.3
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
40,075
|
|
|
37,232
|
|
|
2,843
|
|
|
7.6
|
|
|
|||
Load Factor
|
|
83.8
|
%
|
|
82.4
|
%
|
|
|
|
1.4
|
|
pts
|
(in millions; per ASM data in cents)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
2012
|
|
2011
|
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,806
|
|
|
$
|
1,664
|
|
|
$
|
142
|
|
|
8.6
|
|
|
4.50
|
|
|
4.47
|
|
|
0.9
|
|
Salaries, wages and benefits
|
|
1,044
|
|
|
947
|
|
|
97
|
|
|
10.3
|
|
|
2.60
|
|
|
2.54
|
|
|
2.4
|
|
|||
Landing fees and other rents
|
|
277
|
|
|
245
|
|
|
32
|
|
|
12.8
|
|
|
0.69
|
|
|
0.66
|
|
|
4.8
|
|
|||
Depreciation and amortization
|
|
258
|
|
|
233
|
|
|
25
|
|
|
10.5
|
|
|
0.65
|
|
|
0.63
|
|
|
2.7
|
|
|||
Aircraft rent
|
|
130
|
|
|
135
|
|
|
(5
|
)
|
|
(3.6
|
)
|
|
0.33
|
|
|
0.36
|
|
|
(10.4
|
)
|
|||
Sales and marketing
|
|
204
|
|
|
199
|
|
|
5
|
|
|
3.0
|
|
|
0.51
|
|
|
0.53
|
|
|
(4.3
|
)
|
|||
Maintenance materials and repairs
|
|
338
|
|
|
227
|
|
|
111
|
|
|
48.4
|
|
|
0.84
|
|
|
0.61
|
|
|
37.9
|
|
|||
Other operating expenses
|
|
549
|
|
|
532
|
|
|
17
|
|
|
3.2
|
|
|
1.37
|
|
|
1.43
|
|
|
(4.1
|
)
|
|||
Total operating expenses
|
|
$
|
4,606
|
|
|
$
|
4,182
|
|
|
$
|
424
|
|
|
10.1
|
|
|
11.49
|
|
|
11.23
|
|
|
2.3
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31, 2013
|
|
June 30, 2013
|
|
September 30, 2013
|
|
December 31, 2013
|
||||||||
Statements of Operations Data (dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,299
|
|
|
$
|
1,335
|
|
|
$
|
1,442
|
|
|
$
|
1,365
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aircraft fuel and related taxes
|
|
467
|
|
|
465
|
|
|
501
|
|
|
466
|
|
||||
Salaries, wages and benefits
|
|
280
|
|
|
279
|
|
|
283
|
|
|
293
|
|
||||
Landing fees and other rents
|
|
70
|
|
|
80
|
|
|
81
|
|
|
74
|
|
||||
Depreciation and amortization
|
|
68
|
|
|
71
|
|
|
73
|
|
|
78
|
|
||||
Aircraft rent
|
|
32
|
|
|
33
|
|
|
32
|
|
|
31
|
|
||||
Sales and marketing
|
|
50
|
|
|
53
|
|
|
60
|
|
|
60
|
|
||||
Maintenance materials and repairs
|
|
114
|
|
|
111
|
|
|
109
|
|
|
98
|
|
||||
Other operating expenses (1)
|
|
159
|
|
|
141
|
|
|
151
|
|
|
150
|
|
||||
Total operating expenses
|
|
1,240
|
|
|
1,233
|
|
|
1,290
|
|
|
1,250
|
|
||||
Operating income
|
|
59
|
|
|
102
|
|
|
152
|
|
|
115
|
|
||||
Other income (expense) (2)
|
|
(36
|
)
|
|
(42
|
)
|
|
(33
|
)
|
|
(38
|
)
|
||||
Income before income taxes
|
|
23
|
|
|
60
|
|
|
119
|
|
|
77
|
|
||||
Income tax expense
|
|
9
|
|
|
24
|
|
|
48
|
|
|
30
|
|
||||
Net income
|
|
$
|
14
|
|
|
$
|
36
|
|
|
$
|
71
|
|
|
$
|
47
|
|
Operating margin
|
|
4.5
|
%
|
|
7.6
|
%
|
|
10.5
|
%
|
|
8.4
|
%
|
||||
Pre-tax margin
|
|
1.8
|
%
|
|
4.5
|
%
|
|
8.2
|
%
|
|
5.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (thousands)
|
|
7,300
|
|
|
7,753
|
|
|
8,059
|
|
|
7,351
|
|
||||
Revenue passenger miles (millions)
|
|
8,506
|
|
|
9,115
|
|
|
9,561
|
|
|
8,654
|
|
||||
Available seat miles ASM (millions)
|
|
10,140
|
|
|
10,741
|
|
|
11,252
|
|
|
10,691
|
|
||||
Load factor
|
|
83.9
|
%
|
|
84.9
|
%
|
|
85.0
|
%
|
|
80.9
|
%
|
||||
Aircraft utilization (hours per day)
|
|
11.9
|
|
|
12.2
|
|
|
12.2
|
|
|
11.5
|
|
||||
Average fare
|
|
$
|
162.53
|
|
|
$
|
157.51
|
|
|
$
|
164.02
|
|
|
$
|
168.94
|
|
Yield per passenger mile (cents)
|
|
13.95
|
|
|
13.40
|
|
|
13.83
|
|
|
14.35
|
|
||||
Passenger revenue per ASM (cents)
|
|
11.70
|
|
|
11.37
|
|
|
11.75
|
|
|
11.62
|
|
||||
Operating revenue per ASM (cents)
|
|
12.81
|
|
|
12.42
|
|
|
12.82
|
|
|
12.77
|
|
||||
Operating expense per ASM (cents)
|
|
12.23
|
|
|
11.48
|
|
|
11.47
|
|
|
11.70
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.62
|
|
|
7.15
|
|
|
7.02
|
|
|
7.34
|
|
||||
Operating expense per ASM, excluding fuel and profit sharing (cents)
|
|
7.62
|
|
|
7.15
|
|
|
6.95
|
|
|
7.30
|
|
||||
Airline operating expense per ASM (cents) (3)
|
|
12.06
|
|
|
11.36
|
|
|
11.33
|
|
|
11.52
|
|
||||
Departures
|
|
66,773
|
|
|
70,722
|
|
|
74,206
|
|
|
70,432
|
|
||||
Average stage length (miles)
|
|
1,092
|
|
|
1,088
|
|
|
1,085
|
|
|
1,095
|
|
||||
Average number of operating aircraft during period
|
|
180.3
|
|
|
183.1
|
|
|
187.1
|
|
|
189.9
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
3.29
|
|
|
$
|
3.06
|
|
|
$
|
3.14
|
|
|
$
|
3.10
|
|
Fuel gallons consumed (millions)
|
|
142
|
|
|
152
|
|
|
160
|
|
|
150
|
|
||||
Full-time equivalent employees at period end (3)
|
|
12,385
|
|
|
12,743
|
|
|
12,124
|
|
|
12,647
|
|
(1)
|
During the second quarter of 2013, LiveTV recorded a gain of approximately $7 million relating to the sale of the Airfone business. During the fourth quarter of 2013, we recorded net gains of approximately $2 million related to the sale of three spare aircraft engines.
|
(2)
|
During the fourth quarter of 2013 we recorded
$3 million
in losses related to the early extinguishment of a portion of our long-term debt.
|
(3)
|
Excludes results of operations and employees of LiveTV, LLC, which are unrelated to our airline operations and are immaterial to our consolidated operating results.
|
Reconciliation of Return on Invested Capital (Non-GAAP)
|
||||||||
(in millions, except as otherwise noted)
|
|
|
||||||
|
|
Twelve Months Ended
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Numerator
|
|
|
|
|
||||
Operating Income
|
|
$
|
428
|
|
|
$
|
376
|
|
Add: Interest income (expense) and other
|
|
(1
|
)
|
|
1
|
|
||
Add: Interest component of capitalized aircraft rent (a)
|
|
67
|
|
|
68
|
|
||
Subtotal
|
|
494
|
|
|
445
|
|
||
Less: Income tax expense impact
|
|
194
|
|
|
172
|
|
||
Operating Income After Tax, Adjusted
|
|
$
|
300
|
|
|
$
|
273
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Average Stockholders' equity
|
|
$
|
2,011
|
|
|
$
|
1,822
|
|
Average total debt
|
|
2,718
|
|
|
2,994
|
|
||
Capitalized aircraft rent (a)
|
|
899
|
|
|
913
|
|
||
Invested Capital
|
|
$
|
5,628
|
|
|
$
|
5,729
|
|
|
|
|
|
|
||||
Return on Invested Capital
|
|
5.3
|
%
|
|
4.8
|
%
|
||
|
|
|
|
|
||||
(a) Capitalized Aircraft Rent
|
|
|
|
|
||||
Aircraft rent, as reported
|
|
$
|
128
|
|
|
$
|
130
|
|
Capitalized aircraft rent (7 * Aircraft rent) (b)
|
|
899
|
|
|
913
|
|
||
Interest component of capitalized aircraft rent (Imputed interest at 7.5%)
|
|
67
|
|
|
68
|
|
Reconciliation of Free Cash Flow (Non-GAAP)
|
||||||||||||||||||||
(in millions)
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Net cash provided by operating activities
|
|
$
|
758
|
|
|
$
|
698
|
|
|
$
|
614
|
|
|
$
|
523
|
|
|
$
|
486
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(615
|
)
|
|
(542
|
)
|
|
(480
|
)
|
|
(249
|
)
|
|
(434
|
)
|
|||||
Pre-delivery deposits for flight equipment
|
|
(22
|
)
|
|
(283
|
)
|
|
(44
|
)
|
|
(50
|
)
|
|
(27
|
)
|
|||||
|
|
(637
|
)
|
|
(825
|
)
|
|
(524
|
)
|
|
(299
|
)
|
|
(461
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Free Cash Flow
|
|
$
|
121
|
|
|
$
|
(127
|
)
|
|
$
|
90
|
|
|
$
|
224
|
|
|
$
|
25
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Long-term debt and
capital lease obligations (1) |
|
$
|
3,255
|
|
|
$
|
570
|
|
|
$
|
370
|
|
|
$
|
550
|
|
|
$
|
270
|
|
|
$
|
300
|
|
|
$
|
1,195
|
|
Lease commitments
|
|
1,390
|
|
|
205
|
|
|
205
|
|
|
140
|
|
|
120
|
|
|
115
|
|
|
605
|
|
|||||||
Flight equipment obligations
|
|
6,870
|
|
|
500
|
|
|
660
|
|
|
785
|
|
|
835
|
|
|
855
|
|
|
3,235
|
|
|||||||
Financing obligations and other (2)
|
|
3,865
|
|
|
730
|
|
|
570
|
|
|
435
|
|
|
415
|
|
|
435
|
|
|
1,280
|
|
|||||||
Total
|
|
$
|
15,380
|
|
|
$
|
2,005
|
|
|
$
|
1,805
|
|
|
$
|
1,910
|
|
|
$
|
1,640
|
|
|
$
|
1,705
|
|
|
$
|
6,315
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
December 31, 2013
rates.
|
(2)
|
Amounts include noncancelable commitments for the purchase of goods and services.
|
Year
|
|
Airbus
A320 |
|
Airbus
A320neo |
|
Airbus
A321 |
|
Airbus A321neo
|
|
EMBRAER
190 |
|
Total
|
||||||
2014
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
2015
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
2016
|
|
3
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
15
|
|
2017
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
2018
|
|
—
|
|
|
5
|
|
|
1
|
|
|
9
|
|
|
—
|
|
|
15
|
|
2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
2020
|
|
—
|
|
|
9
|
|
|
—
|
|
|
6
|
|
|
10
|
|
|
25
|
|
2021
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
23
|
|
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Total
|
|
3
|
|
|
30
|
|
|
49
|
|
|
30
|
|
|
24
|
|
|
136
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Passenger
|
|
$
|
4,971
|
|
|
$
|
4,550
|
|
|
$
|
4,080
|
|
Other
|
|
470
|
|
|
432
|
|
|
424
|
|
|||
Total operating revenues
|
|
5,441
|
|
|
4,982
|
|
|
4,504
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
|
1,899
|
|
|
1,806
|
|
|
1,664
|
|
|||
Salaries, wages and benefits
|
|
1,135
|
|
|
1,044
|
|
|
947
|
|
|||
Landing fees and other rents
|
|
305
|
|
|
277
|
|
|
245
|
|
|||
Depreciation and amortization
|
|
290
|
|
|
258
|
|
|
233
|
|
|||
Aircraft rent
|
|
128
|
|
|
130
|
|
|
135
|
|
|||
Sales and marketing
|
|
223
|
|
|
204
|
|
|
199
|
|
|||
Maintenance materials and repairs
|
|
432
|
|
|
338
|
|
|
227
|
|
|||
Other operating expenses
|
|
601
|
|
|
549
|
|
|
532
|
|
|||
Total operating expenses
|
|
5,013
|
|
|
4,606
|
|
|
4,182
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME
|
|
428
|
|
|
376
|
|
|
322
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(161
|
)
|
|
(176
|
)
|
|
(179
|
)
|
|||
Capitalized interest
|
|
13
|
|
|
8
|
|
|
5
|
|
|||
Interest income (expense) and other
|
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Total other income (expense)
|
|
(149
|
)
|
|
(167
|
)
|
|
(177
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
|
279
|
|
|
209
|
|
|
145
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
111
|
|
|
81
|
|
|
59
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
Diluted
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
NET INCOME
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $5, $5, and $(4) of taxes in 2013, 2012 and 2011, respectively)
|
8
|
|
|
7
|
|
|
(5
|
)
|
|||
Total other comprehensive income (loss)
|
8
|
|
|
7
|
|
|
(5
|
)
|
|||
COMPREHENSIVE INCOME
|
$
|
176
|
|
|
$
|
135
|
|
|
$
|
81
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
107
|
|
|
76
|
|
|
58
|
|
|||
Depreciation
|
|
258
|
|
|
230
|
|
|
213
|
|
|||
Amortization
|
|
48
|
|
|
39
|
|
|
34
|
|
|||
Share-based compensation
|
|
14
|
|
|
13
|
|
|
13
|
|
|||
Losses (Gains) on sale of assets, debt extinguishment and customer contract termination
|
|
(1
|
)
|
|
(17
|
)
|
|
6
|
|
|||
Collateral returned for derivative instruments
|
|
8
|
|
|
8
|
|
|
10
|
|
|||
Changes in certain operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (Increase) in receivables
|
|
(22
|
)
|
|
1
|
|
|
(10
|
)
|
|||
Decrease (Increase) in inventories, prepaid and other
|
|
(23
|
)
|
|
38
|
|
|
4
|
|
|||
Increase in air traffic liability
|
|
132
|
|
|
66
|
|
|
113
|
|
|||
Increase in accounts payable and other accrued liabilities
|
|
52
|
|
|
92
|
|
|
26
|
|
|||
Other, net
|
|
17
|
|
|
24
|
|
|
61
|
|
|||
Net cash provided by operating activities
|
|
758
|
|
|
698
|
|
|
614
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
|
(615
|
)
|
|
(542
|
)
|
|
(480
|
)
|
|||
Pre-delivery deposits for flight equipment
|
|
(22
|
)
|
|
(283
|
)
|
|
(44
|
)
|
|||
Proceeds from the sale of assets
|
|
8
|
|
|
46
|
|
|
—
|
|
|||
Assets constructed for others
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|||
Purchase of held-to-maturity investments
|
|
(234
|
)
|
|
(444
|
)
|
|
(450
|
)
|
|||
Proceeds from the maturities of held-to-maturity investments
|
|
300
|
|
|
434
|
|
|
573
|
|
|||
Purchase of available-for-sale securities
|
|
(413
|
)
|
|
(532
|
)
|
|
(602
|
)
|
|||
Sale of available-for-sale securities
|
|
508
|
|
|
438
|
|
|
503
|
|
|||
Other, net
|
|
(8
|
)
|
|
18
|
|
|
1
|
|
|||
Net cash used in investing activities
|
|
(476
|
)
|
|
(867
|
)
|
|
(502
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Proceeds from:
|
|
|
|
|
|
|
|
|||||
Issuance of common stock
|
|
10
|
|
|
9
|
|
|
10
|
|
|||
Issuance of long-term debt
|
|
393
|
|
|
215
|
|
|
245
|
|
|||
Short-term borrowings and lines of credit
|
|
190
|
|
|
375
|
|
|
128
|
|
|||
Construction obligation
|
|
—
|
|
|
—
|
|
|
6
|
|
|||
Repayment of:
|
|
|
|
|
|
|
||||||
Long-term debt and capital lease obligations
|
|
(612
|
)
|
|
(418
|
)
|
|
(238
|
)
|
|||
Short-term borrowings and lines of credit
|
|
(190
|
)
|
|
(463
|
)
|
|
(40
|
)
|
|||
Construction obligation
|
|
(13
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|||
Other, net
|
|
(17
|
)
|
|
(28
|
)
|
|
(5
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(239
|
)
|
|
(322
|
)
|
|
96
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
43
|
|
|
(491
|
)
|
|
208
|
|
|||
Cash and cash equivalents at beginning of period
|
|
182
|
|
|
673
|
|
|
465
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
225
|
|
|
$
|
182
|
|
|
$
|
673
|
|
|
|
Common
Shares |
|
Common
Stock |
|
Treasury
Shares |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||
Balance at December 31, 2010
|
|
322
|
|
|
$
|
3
|
|
|
28
|
|
|
$
|
(4
|
)
|
|
$
|
1,446
|
|
|
$
|
219
|
|
|
$
|
(10
|
)
|
|
$
|
1,654
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Stock issued under crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Shares returned pursuant to 2008 share lending
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Balance at December 31, 2011
|
|
327
|
|
|
3
|
|
|
45
|
|
|
(8
|
)
|
|
1,472
|
|
|
305
|
|
|
(15
|
)
|
|
1,757
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Balance at December 31, 2012
|
|
331
|
|
|
3
|
|
|
50
|
|
|
(35
|
)
|
|
1,495
|
|
|
433
|
|
|
(8
|
)
|
|
1,888
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Convertible debt redemption
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at December 31, 2013
|
|
347
|
|
|
$
|
3
|
|
|
51
|
|
|
$
|
(43
|
)
|
|
$
|
1,573
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
2,134
|
|
|
|
2013
|
|
2012
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
70
|
|
|
$
|
65
|
|
Treasury Bills
|
|
—
|
|
|
68
|
|
||
Commercial paper
|
|
118
|
|
|
142
|
|
||
|
|
188
|
|
|
275
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Corporate bonds
|
|
275
|
|
|
313
|
|
||
Government bonds
|
|
—
|
|
|
40
|
|
||
Time Deposits
|
|
53
|
|
|
57
|
|
||
|
|
328
|
|
|
410
|
|
||
Total
|
|
$
|
516
|
|
|
$
|
685
|
|
|
Estimated Useful Life
|
Residual Value
|
|
Aircraft
|
25 years
|
20
|
%
|
In-flight entertainment systems
|
5-10 years
|
0
|
%
|
Aircraft parts
|
Fleet life
|
10
|
%
|
Flight equipment leasehold improvements
|
Lower of lease term or economic life
|
0
|
%
|
Ground property and equipment
|
2-10 years
|
0
|
%
|
Leasehold improvements—other
|
Lower of lease term or economic life
|
0
|
%
|
Buildings on leased land
|
Lease term
|
0
|
%
|
|
|
2013
|
|
2012
|
||||||||||
Secured Debt
|
|
|
|
|
|
|
|
|
||||||
Floating rate equipment notes, due through 2025 (1)
|
|
$
|
634
|
|
|
2.8
|
%
|
|
$
|
816
|
|
|
2.7
|
%
|
Floating rate enhanced equipment notes (2) (3)
|
|
|
|
|
|
|
|
|
||||||
Class G-1, due 2013, 2014 and 2016
|
|
55
|
|
|
4.5
|
%
|
|
173
|
|
|
3.1
|
%
|
||
Class G-2, due 2014 and 2016
|
|
373
|
|
|
1.0
|
%
|
|
373
|
|
|
2.6
|
%
|
||
Class B-1, due 2014
|
|
—
|
|
|
—
|
%
|
|
49
|
|
|
6.5
|
%
|
||
Fixed rate equipment notes, due through 2026
|
|
1,110
|
|
|
5.8
|
%
|
|
960
|
|
|
6.3
|
%
|
||
Fixed rate special facility bonds, due through 2036 (4)
|
|
78
|
|
|
5.0
|
%
|
|
82
|
|
|
6.0
|
%
|
||
Unsecured Debt
|
|
|
|
|
|
|
|
|
||||||
6.75% convertible debentures due in 2039 (5)
|
|
162
|
|
|
|
|
162
|
|
|
|
||||
5.5% convertible debentures due in 2038 (6)
|
|
68
|
|
|
|
|
123
|
|
|
|
||||
Capital Leases (7)
|
|
105
|
|
|
3.9
|
%
|
|
113
|
|
|
3.9
|
%
|
||
Total debt and capital lease obligations
|
|
2,585
|
|
|
|
|
2,851
|
|
|
|
||||
Less: Current maturities
|
|
(469
|
)
|
|
|
|
(394
|
)
|
|
|
||||
Long-term debt and capital lease obligations
|
|
$
|
2,116
|
|
|
|
|
$
|
2,457
|
|
|
|
Year
|
|
Maturities
|
|
|
2014
|
|
$
|
469
|
|
2015
|
|
276
|
|
|
2016
|
|
474
|
|
|
2017
|
|
201
|
|
|
2018
|
|
245
|
|
|
Thereafter
|
|
920
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate enhanced equipment notes
|
|
|
|
|
|
|
|
|
||||||||
Class G-1, due through 2013, 2014 and 2016
|
|
$
|
55
|
|
|
$
|
54
|
|
|
$
|
173
|
|
|
$
|
164
|
|
Class G-2, due 2014 and 2016
|
|
373
|
|
|
365
|
|
|
373
|
|
|
351
|
|
||||
Class B-1, due 2014
|
|
—
|
|
|
—
|
|
|
49
|
|
|
48
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
78
|
|
|
68
|
|
|
82
|
|
|
82
|
|
||||
6.75% convertible debentures due in 2039
|
|
162
|
|
|
297
|
|
|
162
|
|
|
225
|
|
||||
5.5% convertible debentures due in 2038
|
|
68
|
|
|
134
|
|
|
123
|
|
|
173
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate equipment notes, due through 2025
|
|
634
|
|
|
645
|
|
|
816
|
|
|
776
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
1,110
|
|
|
1,161
|
|
|
960
|
|
|
1,050
|
|
||||
Total
|
|
$
|
2,480
|
|
|
$
|
2,724
|
|
|
$
|
2,738
|
|
|
$
|
2,869
|
|
|
|
Aircraft
|
|
Other
|
|
Total
|
||||||
2014
|
|
$
|
141
|
|
|
$
|
64
|
|
|
$
|
205
|
|
2015
|
|
150
|
|
|
55
|
|
|
205
|
|
|||
2016
|
|
90
|
|
|
50
|
|
|
140
|
|
|||
2017
|
|
77
|
|
|
44
|
|
|
121
|
|
|||
2018
|
|
75
|
|
|
39
|
|
|
114
|
|
|||
Thereafter
|
|
271
|
|
|
336
|
|
|
607
|
|
|||
Total minimum operating lease payments
|
|
$
|
804
|
|
|
$
|
588
|
|
|
$
|
1,392
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Interest on convertible debt, net of income taxes and profit sharing
|
|
9
|
|
|
9
|
|
|
12
|
|
|||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
|
$
|
177
|
|
|
$
|
137
|
|
|
$
|
98
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic earnings per share
|
|
|
|
|
|
|
||||||
Effect of dilutive securities:
|
|
282,755
|
|
|
282,317
|
|
|
278,689
|
|
|||
Employee stock options
|
|
2,108
|
|
|
1,237
|
|
|
1,660
|
|
|||
Convertible debt
|
|
58,562
|
|
|
60,575
|
|
|
66,118
|
|
|||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
|
343,425
|
|
|
344,129
|
|
|
346,467
|
|
|||
Shares excluded from EPS calculation (in millions):
|
|
|
|
|
|
|
||||||
Shares issuable upon conversion of our convertible debt as assumed conversion would be antidilutive
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
|
13.8
|
|
|
19.5
|
|
|
22.3
|
|
|
|
2013
|
|
2012
|
||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Nonvested at beginning of year
|
|
2,483,664
|
|
|
$
|
5.77
|
|
|
65,914
|
|
|
$
|
5.08
|
|
Granted
|
|
2,653,842
|
|
|
6.08
|
|
|
2,570,891
|
|
|
5.79
|
|
||
Vested
|
|
(828,291
|
)
|
|
5.77
|
|
|
(20,249
|
)
|
|
5.09
|
|
||
Forfeited
|
|
(190,366
|
)
|
|
5.82
|
|
|
(132,892
|
)
|
|
5.83
|
|
||
Nonvested at end of year
|
|
4,118,849
|
|
|
$
|
5.94
|
|
|
2,483,664
|
|
|
$
|
5.77
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
Nonvested at beginning of year
|
|
2,029,081
|
|
|
$
|
5.85
|
|
|
4,093,484
|
|
|
$
|
5.64
|
|
|
3,681,013
|
|
|
$
|
5.18
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,677,809
|
|
|
6.01
|
|
|||
Vested
|
|
(1,257,045
|
)
|
|
5.76
|
|
|
(1,921,940
|
)
|
|
5.41
|
|
|
(1,731,145
|
)
|
|
5.26
|
|
|||
Forfeited
|
|
(60,542
|
)
|
|
5.99
|
|
|
(142,463
|
)
|
|
5.76
|
|
|
(534,193
|
)
|
|
5.53
|
|
|||
Nonvested at end of year
|
|
711,494
|
|
|
$
|
6.00
|
|
|
2,029,081
|
|
|
$
|
5.85
|
|
|
4,093,484
|
|
|
$
|
5.64
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,807,170
|
|
|
$
|
13.91
|
|
|
23,600,494
|
|
|
$
|
13.42
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
|
(10,800
|
)
|
|
7.79
|
|
|
(493,731
|
)
|
|
4.00
|
|
|
(934,993
|
)
|
|
2.09
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,700
|
)
|
|
8.92
|
|
|||
Expired
|
|
(4,449,636
|
)
|
|
18.50
|
|
|
(5,468,315
|
)
|
|
12.03
|
|
|
(834,631
|
)
|
|
13.33
|
|
|||
Outstanding at end of year
|
|
11,384,688
|
|
|
$
|
13.45
|
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,807,170
|
|
|
$
|
13.91
|
|
Vested at end of year
|
|
11,384,688
|
|
|
$
|
13.45
|
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,550,526
|
|
|
$
|
13.94
|
|
Available for future grants
|
|
60,615,340
|
|
|
|
|
56,105,162
|
|
|
|
|
50,494,384
|
|
|
|
|
|
Options Outstanding, Vested & Exercisable
|
|||||||||||
Range of exercise prices
|
|
Shares
|
|
Weighted average remaining contractual life (years)
|
|
Weighted average exercise price
|
|
Aggregate intrinsic value (millions)
|
|||||
$7.79 to $19.25
|
|
11,384,688
|
|
|
1.8
|
|
$
|
13.45
|
|
|
$
|
—
|
|
|
|
11,384,688
|
|
|
|
|
|
|
$
|
—
|
|
|
|
2013
|
|
2012
|
||||||||||
|
|
Shares
|
|
Weighted
Average |
|
Shares
|
|
Weighted
Average |
||||||
Available for future purchases, beginning of year
|
|
6,436,224
|
|
|
|
|
8,000,000
|
|
|
|
||||
Shares reserved for issuance
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
Common stock purchased
|
|
(1,581,080
|
)
|
|
$
|
6.20
|
|
|
(1,563,776
|
)
|
|
$
|
4.75
|
|
Available for future purchases, end of year
|
|
4,855,144
|
|
|
|
|
6,436,224
|
|
|
|
|
|
2011
|
|||||
|
|
Shares
|
|
Weighted
Average |
|||
Available for future purchases, beginning of year
|
|
20,923,959
|
|
|
|
||
Shares reserved for issuance
|
|
—
|
|
|
|
||
Common stock purchased
|
|
(1,617,602
|
)
|
|
$
|
4.76
|
|
Available for future purchases, end of year
|
|
19,306,357
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
95
|
|
|
$
|
68
|
|
|
$
|
51
|
|
State
|
|
12
|
|
|
8
|
|
|
7
|
|
|||
Deferred income tax expense
|
|
107
|
|
|
76
|
|
|
58
|
|
|||
Current income tax expense
|
|
4
|
|
|
5
|
|
|
1
|
|
|||
Total income tax expense
|
|
$
|
111
|
|
|
$
|
81
|
|
|
$
|
59
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax expense at statutory rate
|
|
$
|
98
|
|
|
$
|
73
|
|
|
$
|
51
|
|
Increase resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of federal benefit
|
|
9
|
|
|
6
|
|
|
5
|
|
|||
Other, net
|
|
4
|
|
|
2
|
|
|
3
|
|
|||
Total income tax expense
|
|
$
|
111
|
|
|
$
|
81
|
|
|
$
|
59
|
|
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
157
|
|
|
$
|
127
|
|
Employee benefits
|
|
40
|
|
|
36
|
|
||
Deferred revenue/gains
|
|
95
|
|
|
82
|
|
||
Rent expense
|
|
24
|
|
|
22
|
|
||
Terminal 5 lease
|
|
29
|
|
|
26
|
|
||
Capital loss carryforwards
|
|
20
|
|
|
20
|
|
||
Other
|
|
32
|
|
|
37
|
|
||
Valuation allowance
|
|
(20
|
)
|
|
(20
|
)
|
||
Deferred tax assets, net
|
|
377
|
|
|
330
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Accelerated depreciation
|
|
(862
|
)
|
|
(704
|
)
|
||
Deferred tax liabilities
|
|
(862
|
)
|
|
(704
|
)
|
||
Net deferred tax liability
|
|
$
|
(485
|
)
|
|
$
|
(374
|
)
|
Unrecognized tax benefits December 31, 2010
|
$
|
11
|
|
Increases for tax positions taken during the period
|
1
|
|
|
Unrecognized tax benefits December 31, 2011
|
12
|
|
|
Increases for tax positions taken during the period
|
1
|
|
|
Unrecognized tax benefits December 31, 2012
|
13
|
|
|
Increases for tax positions taken during the period
|
2
|
|
|
Decreases for settlement with tax authorities during the period
|
(4
|
)
|
|
Unrecognized tax benefits December 31, 2013
|
$
|
11
|
|
|
|
Jet fuel swap
agreements |
|
Jet fuel cap
agreements |
|
Total
|
First Quarter 2014
|
|
8%
|
|
8%
|
|
16%
|
Second Quarter 2014
|
|
7%
|
|
8%
|
|
15%
|
Third Quarter 2014
|
|
2%
|
|
—%
|
|
2%
|
Fourth Quarter 2014
|
|
2%
|
|
—%
|
|
2%
|
|
|
As of December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Fuel derivatives
|
|
|
|
|
||||
Asset fair value recorded in prepaid expenses and other (1)
|
|
$
|
6
|
|
|
$
|
—
|
|
Liability fair value recorded in other accrued liabilities (1)
|
|
—
|
|
|
1
|
|
||
Longest remaining term (months)
|
|
12
|
|
|
9
|
|
||
Hedged volume (barrels, in thousands)
|
|
1,320
|
|
|
675
|
|
||
Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months
|
|
3
|
|
|
(1
|
)
|
||
Interest rate derivatives
|
|
|
|
|
||||
Liability fair value recorded in other long term liabilities (2)
|
|
3
|
|
|
12
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
|
(2
|
)
|
|
(9
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fuel derivatives
|
|
|
|
|
|
|
||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
|
|
$
|
(10
|
)
|
|
$
|
10
|
|
|
$
|
3
|
|
Hedge ineffectiveness losses recognized in other expense
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Losses on derivatives not qualifying for hedge accounting recognized in other expense
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
|
(6
|
)
|
|
14
|
|
|
(11
|
)
|
|||
Percentage of actual consumption economically hedged
|
|
21
|
%
|
|
30
|
%
|
|
40
|
%
|
|||
Interest rate derivatives
|
|
|
|
|
|
|
||||||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
|
1
|
|
|
(3
|
)
|
|
(7
|
)
|
|||
Hedge losses on derivatives recognized in interest expense
|
|
(8
|
)
|
|
(11
|
)
|
|
(10
|
)
|
(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
|
|
|
Gross Amount of
Recognized |
|
Gross Amount of
Cash Collateral |
|
Net Amount Presented
in Balance Sheet |
|||||||||
|
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
|||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel derivatives
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
Interest rate derivatives
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel derivatives
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Interest rate derivatives
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
|
As of December 31, 2013
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investment securities
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
||||
Aircraft fuel derivatives
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
|
|
$
|
51
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
As of December 31, 2012
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Restricted cash
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Available-for-sale investment securities
|
|
68
|
|
|
207
|
|
|
—
|
|
|
275
|
|
||||
|
|
$
|
156
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
363
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate swap
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest
Rate Swaps (2) |
|
Total
|
||||||
Beginning accumulated gains (losses) at December 31, 2010
|
|
$
|
4
|
|
|
$
|
(14
|
)
|
|
$
|
(10
|
)
|
Reclassifications into earnings (net of $3 of taxes)
|
|
(1
|
)
|
|
6
|
|
|
5
|
|
|||
Change in fair value (net of $(7) of taxes)
|
|
(6
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|||
Balance of accumulated losses at December 31, 2011
|
|
(3
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|||
Reclassifications into earnings (net of $0 of taxes)
|
|
(6
|
)
|
|
7
|
|
|
1
|
|
|||
Change in fair value (net of $5 of taxes)
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
|||
Balance of accumulated losses at December 31, 2012
|
|
(1
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Reclassifications into earnings (net of $7 of taxes)
|
|
6
|
|
|
5
|
|
|
11
|
|
|||
Change in fair value (net of $(2) of taxes)
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Ending accumulated gains (losses), at December 31, 2013
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
|
$
|
3,886
|
|
|
$
|
3,666
|
|
|
$
|
3,351
|
|
Caribbean & Latin America
|
|
1,555
|
|
|
1,316
|
|
|
1,153
|
|
|||
Total
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2013 (1)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,299
|
|
|
$
|
1,335
|
|
|
$
|
1,442
|
|
|
$
|
1,365
|
|
Operating income
|
|
59
|
|
|
102
|
|
|
152
|
|
|
115
|
|
||||
Net income
|
|
14
|
|
|
36
|
|
|
71
|
|
|
47
|
|
||||
Basic earnings per share
|
|
$
|
0.05
|
|
|
$
|
0.13
|
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
Diluted earnings per share
|
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
$
|
0.21
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
||||||||
2012 (2)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,203
|
|
|
$
|
1,277
|
|
|
$
|
1,308
|
|
|
$
|
1,194
|
|
Operating income
|
|
89
|
|
|
130
|
|
|
113
|
|
|
44
|
|
||||
Net income
|
|
30
|
|
|
52
|
|
|
45
|
|
|
1
|
|
||||
Basic earnings per share
|
|
$
|
0.11
|
|
|
$
|
0.19
|
|
|
$
|
0.16
|
|
|
$
|
—
|
|
Diluted earnings per share
|
|
$
|
0.09
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
—
|
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first
column)
|
||||
Equity compensation plans approved by security holders
|
|
16,764,500
|
|
|
$
|
11.04
|
|
|
94,424,966
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
16,764,500
|
|
|
$
|
11.04
|
|
|
94,424,966
|
|
|
|
|
|
|
1.
|
|
Financial statements:
|
|
|
|
|
Consolidated Balance Sheets — December 31, 2013 and December 31, 2012
|
|
|
|
|
Consolidated Statements of Operations — For the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
Consolidated Statements of Comprehensive Income - For the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
Consolidated Statements of Cash Flows — For the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
2.
|
|
Financial Statement Schedule:
|
|
|
|
|
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
|
|
S-1
|
|
|
Schedule II — Valuation of Qualifying Accounts and Reserves
|
|
S-2
|
|
|
All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
|
|
|
3.
|
|
Exhibits: See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
February 18, 2014
|
|
|
|
By:
|
|
/s/ DONALD DANIELS
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/
S
/ DAVID BARGER
David Barger
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 18, 2014
|
|
|
|
||
/
S
/ MARK D. POWERS
Mark D. Powers
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 18, 2014
|
|
|
|
||
/
S
/ DONALD DANIELS
Donald Daniels
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 18, 2014
|
|
|
|
|
|
/
S
/ JENS BISCHOF
Jens Bischof *
|
|
Director
|
|
February 18, 2014
|
|
|
|
|
|
/
S
/ PETER BONEPARTH
Peter Boneparth *
|
|
Director
|
|
February 18, 2014
|
|
|
|
||
/
S
/ DAVID CHECKETTS
David Checketts *
|
|
Director
|
|
February 18, 2014
|
|
|
|
||
/
S
/ VIRGINIA GAMBALE
Virginia Gambale *
|
|
Director
|
|
February 18, 2014
|
|
|
|
||
/S/ STEPHAN GEMKOW
Stephan Gemkow *
|
|
Director
|
|
February 18, 2014
|
|
|
|
||
/
S
/ ELLEN JEWETT
Ellen Jewett *
|
|
Director
|
|
February 18, 2014
|
|
|
|
||
/
S
/ STANLEY MCCHRYSTAL
Stanley McChrystal *
|
|
Director
|
|
February 18, 2014
|
|
|
|
|
|
/
S
/ JOEL PETERSON
Joel Peterson *
|
|
Director
|
|
February 18, 2014
|
|
|
|
|
|
/
S
/ ANN RHOADES
Ann Rhoades *
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Director
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February 18, 2014
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/S/ FRANK SICA
Frank Sica * |
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Director
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February 18, 2014
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/S/ THOMAS WINKELMANN
Thomas Winkelmann * |
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Director
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February 18, 2014
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2.1
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Membership Interest Purchase Agreement among Harris Corporation and Thales Avionics In-Flight Systems, LLC and In-Flight Liquidating, LLC and Glenn S. Latta and Jeffrey A. Frisco and Andreas de Greef and JetBlue Airways Corporation, dated as of September 9, 2002 relating to the interests in LiveTV, LLC—incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated September 27, 2002.
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3.2(a)
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Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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3.2(b)
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Certificate of Amendment of Certificate of Incorporation, dated May 20, 2010—incorporated by reference to Exhibit 3.2(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
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3.3(e)
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Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.6 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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3.3(f)
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Fifth Amended and Restated Bylaws of JetBlue Airways Corporation (consolidated amendments as of November 12, 2009)—incorporated by reference to Exhibit 3.3(f) to our Annual Report on Form 10-K for the year ended December 31, 2009.
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3.3(g)
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Amended Consolidated Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated April 11, 2011.
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3.3(h)
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Amended Consolidated Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated September 18, 2012.
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3.4
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Certificate of Designation of Series A Participating Preferred Stock dated April 1, 2002—incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated July 10, 2003.
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4.1
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Specimen Stock Certificate—incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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4.2
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Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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4.2(a)
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Amendment No. 1, dated as of June 30, 2003, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3, filed on July 3, 2003, as amended on July 10, 2003 (File No. 333-106781).
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4.2(b)
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Amendment No. 2, dated as of October 6, 2003, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3, filed on October 7, 2003 (File No. 333-109546).
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4.2(c)
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Amendment No. 3, dated as of October 4, 2004, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K/A dated October 4, 2004.
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4.2(d)
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Amendment No. 4, dated as of June 22, 2006, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.19 to our Registration Statement on Form S-3 ARS, filed on June 30, 2006 (File No. 333-135545).
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4.4
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Summary of Rights to Purchase Series A Participating Preferred Stock—incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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4.5
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Stockholder Rights Agreement—incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2002.
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4.5(a)
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Amendment to the Stockholder Rights Agreement, dated as of January 17, 2008, by and between JetBlue Airways Corporation and Computershare Trust Company, N.A.—incorporated by reference to Exhibit 4.5(a) to our Current Report on Form 8-K dated January 23, 2008.
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4.7
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Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-1G-1-O—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(a)
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Form of Three-Month LIBOR plus 0.420% JetBlue Airways Pass Through Certificate Series 2004-1G-2-O—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(b)
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Form of Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through Certificate Series 2004-1C-O—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(c)
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Pass Through Trust Agreement, dated as of March 24, 2004, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways Pass Through Trust, Series 2004-1G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-1G-1-O, Pass Through Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated March 24, 2004 (1).
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4.7(d)
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Revolving Credit Agreement (2004-1G-1), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1G-1 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(e)
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Revolving Credit Agreement (2004-1G-2), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1G-2 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(f)
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Revolving Credit Agreement (2004-1C), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1C Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(g)
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Deposit Agreement (Class G-1), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(h)
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Deposit Agreement (Class G-2), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(i)
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Deposit Agreement (Class C), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(j)
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Escrow and Paying Agent Agreement (Class G-1), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(k)
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Escrow and Paying Agent Agreement (Class G-2), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(l)
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Escrow and Paying Agent Agreement (Class C), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1C-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(m)
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ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated March 24, 2004 (2).
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4.7(n)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(o)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services, Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(p)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services, Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1C-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(q)
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Class G-1 Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(r)
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Class G-2 Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(s)
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Class C Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(t)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-1 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(u)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-2 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(v)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class C Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(w)
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Insurance and Indemnity Agreement, dated as of March 24, 2004, among MBIA Insurance Corporation, as Policy Provider, JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(x)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated March 24, 2004, bearing Policy Number 43567(1) issued to Wilmington Trust Company, as Subordination Agent for the Class G-1 Certificates—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(y)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated March 24, 2004, bearing Policy Number 43567(2) issued to Wilmington Trust Company, as Subordination Agent for the Class G-2 Certificates—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(z)
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Intercreditor Agreement, dated as of March 24, 2004, among Wilmington Trust Company, as Pass Through Trustee, Landesbank Hessen- Thüringen Girozentrale, as Primary Liquidity Provider, Morgan Stanley Capital Services, Inc., as Above-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(aa)
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Note Purchase Agreement, dated as of March 24, 2004, among JetBlue Airways Corporation, Wilmington Trust Company, in its separate capacities as Pass Through Trustee, as Subordination Agent, as Escrow Agent and as Paying Agent—incorporated by reference to Exhibit 4.28 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(ab)
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Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.29 to our Current Report on Form 8-K dated March 24, 2004.
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4.7(ac)
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Form of Participation Agreement among JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, in its separate capacities as Mortgagee, as Pass Through Trustee and as Subordination Agent—incorporated by reference to Exhibit 4.30 to our Current Report on Form 8-K dated March 24, 2004.
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4.8
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Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-2G-1-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(a)
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Form of Three-Month LIBOR plus 0.450% JetBlue Airways Pass Through Certificate Series 2004-2G-2-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(b)
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Form of Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Certificate Series 2004-2C-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(c)
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Pass Through Trust Agreement, dated as of November 15, 2004, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways Pass Through Trust, Series 2004-2G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-2G-1-O, Pass Through Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 9, 2004 (3).
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4.8(d)
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Revolving Credit Agreement (2004-2G-1), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2G-1 Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(e)
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Revolving Credit Agreement (2004-2G-2), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2G-2 Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(f)
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Revolving Credit Agreement (2004-2C), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2C Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(g)
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Deposit Agreement (Class G-1), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(h)
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Deposit Agreement (Class G-2), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(i)
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Deposit Agreement (Class C), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(j)
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Escrow and Paying Agent Agreement (Class G-1), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(k)
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Escrow and Paying Agent Agreement (Class G-2), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(l)
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Escrow and Paying Agent Agreement (Class C), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2C-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(m)
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ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004 (4).
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4.8(n)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(o)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(p)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2C-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(q)
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Class G-1 Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(r)
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Class G-2 Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(s)
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Class C Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(t)
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Insurance and Indemnity Agreement, dated as of November 15, 2004, among MBIA Insurance Corporation, as Policy Provider, JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent and Trustee—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(u)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated November 15, 2004, bearing Policy Number 45243 issued to Wilmington Trust Company, as Subordination Agent for the Class G-1 Certificates—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(v)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated November 15, 2004, bearing Policy Number 45256 issued to Wilmington Trust Company, as Subordination Agent for the Class G-2 Certificates—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(w)
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Intercreditor Agreement, dated as of November 15, 2004, among Wilmington Trust Company, as Pass Through Trustee, Landesbank Baden-Württemberg, as Primary Liquidity Provider, Citibank, N.A., as Above-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(x)
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Note Purchase Agreement, dated as of November 15, 2004, among JetBlue Airways Corporation, Wilmington Trust Company, in its separate capacities as Pass Through Trustee, as Subordination Agent, as Escrow Agent and as Paying Agent—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(y)
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Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(z)
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Form of Participation Agreement among JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, in its separate capacities as Mortgagee, as Pass Through Trustee and as Subordination Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated November 9, 2004.
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4.9
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Indenture, dated as of March 16, 2005, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s debt securities—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 10, 2005.
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4.9(b)
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Second Supplemental Indenture to the Indenture filed as Exhibit 4.9 to this report, dated as of June 4, 2008, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 5, 2008.
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4.9(c)
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Third Supplemental Indenture to the Indenture filed as Exhibit 4.9 to this report, dated as of June 4, 2008, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 5, 2008.
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4.10
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Pass Through Trust Agreement, dated as of November 14, 2006, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways (Spare Parts) G-1 Pass Through Trust, and the issuance of Three-Month LIBOR plus 0.230% JetBlue Airways (Spare Parts) G-1 Pass Through Certificate—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(a)
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Pass Through Trust Agreement, dated as of November 14, 2006, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways (Spare Parts) B-1 Pass Through Trust, and the issuance of Three-Month LIBOR plus 2.875% JetBlue Airways (Spare Parts) B-1 Pass Through Certificate—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(b)
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Revolving Credit Agreement, dated as of November 14, 2006, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways (Spare Parts) G-1 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(c)
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ISDA Master Agreement, dated as of November 14, 2006, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways (Spare Parts) G-1 Pass Through Trust—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(d)
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Schedule to the ISDA Master Agreement, dated as of November 14, 2006, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways (Spare parts) G-1 Pass Through Trust—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(e)
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Class G-1 Above Cap Liquidity Facility Confirmation, dated November 14, 2006, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(f)
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Insurance and Indemnity Agreement, dated as of November 14, 2006, among MBIA Insurance Corporation, as Policy Provider, JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent and Trustee—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(g)
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Guarantee, dated as of November 14, 2006, by Morgan Stanley, relating to the Above-Cap Liquidity Facility—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(h)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated November 14, 2006, bearing Policy Number 487110 issued to Wilmington Trust Company, as Subordination Agent for the Class G-1 Certificates—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(i)
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Intercreditor Agreement, dated as of November 14, 2006, among Wilmington Trust Company, as Pass Through Trustee, Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider, Morgan Stanley Capital Services, Inc., as Above-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(j)
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Note Purchase Agreement, dated as of November 14, 2006, among JetBlue Airways Corporation, Wilmington Trust Company, in its separate capacities as Pass Through Trustee, as Subordination Agent and as Mortgagee—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(k)
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Trust Indenture and Mortgage, dated November 14, 2006, between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(l)
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Collateral Maintenance Agreement, dated as of November 14, 2006, among, JetBlue Airways Corporation, MBIA Insurance Corporation, as Initial Policy Provider, Wilmington Trust Company, as Mortgagee, and Additional Policy Provider(s), if any, which may from time to time hereafter become parties—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(m)
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Reference Agency Agreement, dated November 14, 2006, among JetBlue Airways Corporation, Wilmington Trust Company as Subordination Agent and Mortgagee and Reference Agent—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(n)
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Form of JetBlue Airways (Spare Parts) G-1 Pass Through Certificate (included in Exhibit 4.10)—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(o)
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Form of JetBlue Airways (Spare Parts) B-1 Pass Through Certificate (included in Exhibit 4.10(a))—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(p)
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Form of JetBlue Airways (Spare Parts) G-1 Equipment Note—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(q)
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Form of JetBlue Airways (Spare Parts) B-1 Equipment Note—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 14, 2006.
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4.11
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Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated December 13, 2007.
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4.11(a)
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Amendment No. 1, dated as of January 22, 2008, to the Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.11(a) to our Current Report on Form 8-K dated January 23, 2008.
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4.12
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Registration Rights Agreement, dated as of January 22, 2008, by and between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated January 23, 2008.
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4.13
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Supplement Agreement, dated as of May 27, 2008, between JetBlue Airways Corporation and Deutsche Lufthansa AG –incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated May 28, 2008.
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4.14
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Second Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 5, 2008.
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4.15
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Third Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 5, 2008.
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4.16
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Form of Global Debenture—5.50% Convertible Debenture due 2038 (Series A) (included as part of Exhibit 4.1)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 5, 2008.
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4.17
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Form of Global Debenture—5.50% Convertible Debenture due 2038 (Series B) (included as part of Exhibit 4.2)—incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K filed on June 5, 2008.
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4.18
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Fourth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 9, 2009.
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4.19
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Fifth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 9, 2009.
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4.20
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Form of Global Debenture—6.75% Convertible Debenture due 2039 (Series A)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 9, 2009.
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4.21
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Form of Global Debenture—6.75% Convertible Debenture due 2039 (Series B)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 9, 2009.
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4.22
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Registration Rights Agreement, dated as of April 5, 2012, among JetBlue Airways Corporation, Deutsche Lufthansa AG and Lufthansa Malta Blues LP - incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K filed on April 5, 2012.
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10.3**
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V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, including Side Letters No. 1 through No. 3 and No. 5 through No. 9—incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.3(a)**
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Side Letter No. 10 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 25, 2002—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
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10.3(b)**
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Side Letter No. 11 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 10, 2003—incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2002.
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10.3(c)**
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Side Letter No. 12 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated March 24, 2003—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
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10.3(d)**
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Side Letter No. 13 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 23, 2003—incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 30, 2003.
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10.3(e)**
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Side Letter No. 14 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated October 3, 2003—incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended December 31, 2003.
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10.3(f)**
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Side Letter No. 15 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 10, 2003—incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2003.
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10.3(g)**
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Side Letter No. 16 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 20, 2004—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.
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10.3(h)**
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Side Letter No. 17 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated June 11, 2004—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
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10.3(i)**
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Side Letter No. 18 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 19, 2004—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated November 19, 2004.
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10.3(j)**
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Side Letter No. 19 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 21, 2005—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.3(k)**
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Side Letter No. 20 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 6, 2006—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
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10.3(l)**
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Side Letter No. 21 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated January 30, 2007—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
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10.3(m)**
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Side Letter No. 22 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated March 27, 2007—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
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10.3(n)**
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Side Letter No. 23 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated December 18, 2007—incorporated by reference to Exhibit 10.3(n) to our Annual Report on Form 10-K, as amended, for the year ended December 31, 2007.
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10.3(o)**
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Side Letter No. 24 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated April 2, 2008—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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10.3(p)**
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Side Letter No. 25 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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10.3(q)**
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Side Letter No. 26 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated January 27, 2009—incorporated by reference to Exhibit 10.3(q) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
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10.3(r)**
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Side Letter No. 27 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated June 5, 2009–incorporated by reference to Exhibit 10.3(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
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10.3(s)**
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Side letter No. 28 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 31, 2010—incorporated by reference to Exhibit 10.3(s) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
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10.3(t)**
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Side letter No. 29 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 14, 2011—incorporated by reference to Exhibit 10.3(t) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
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10.3(u)**
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Side letter No. 30 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 17, 2011—incorporated by reference to Exhibit 10.3(u) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(v)**
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Side letter No. 31 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated September 27, 2011—incorporated by reference to Exhibit 10.3(v) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(w)**
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Side letter No. 32 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 8, 2011 - incorporated by reference to Exhibit 10.3(w) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(x)**
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Side letter No. 33 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 1, 2011 - incorporated by reference to Exhibit 10.3(x) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(y)**
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Side letter No. 34 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated February 21, 2012 - incorporated by reference to Exhibit 10.3(y) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(z)**
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Side letter No. 35 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 15, 2012 - incorporated by reference to Exhibit 10.3(z) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(aa)**
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Side letter No. 36 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 1, 2012 - incorporated by reference to Exhibit 10.3(aa) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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10.3(ab)**
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Side letter No. 37 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 9, 2012 - incorporated by reference to Exhibit 10.3(ab) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.4**
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Amendment and Restated Agreement between JetBlue Airways Corporation and LiveTV, LLC, dated as of December 17, 2001, including Amendments No. 1, No. 2 and 3—incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.5**
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GDL Patent License Agreement between Harris Corporation and LiveTV, LLC, dated as of September 2, 2002—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for quarter ended September 30, 2002.
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10.15
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Form of Director/Officer Indemnification Agreement—incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, as amended (File No. 333-82576) and referenced as Exhibit 10.19 in our Current Report on Form 8-K dated February 12, 2008.
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10.17**
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EMBRAER-190 Purchase Agreement DCT-025/2003, dated June 9, 2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation— incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K dated June 30, 2003.
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10.17(a)**
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Amendment No. 1 to Purchase Agreement DCT-025/2003, dated as of July 8, 2005, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.17(b)**
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Amendment No. 2 to Purchase Agreement DCT-025/2003, dated as of January 5, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2005.
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10.17(c)**
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Amendment No. 3 to Purchase Agreement DCT-025/2003, dated as of December 4, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.21( c) to our Annual Report on Form 10-K for the year ended December 31, 2006.
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10.17(d)**
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Amendment No. 4 to Purchase Agreement DCT-025/2003, dated as of October 17, 2007, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(d) to our Annual Report on Form 10-K for the year ended December 31, 2007.
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10.17(e)**
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Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
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10.17(f)**
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Amendment No. 6 to Purchase Agreement DCT-025/2003, dated as of February 17, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(f) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
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10.17(g)**
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Amendment No. 7 to Purchase Agreement DCT-025/2003, dated as of December 14, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(g) to our Annual Report on Form 10-K for the year ended December 31, 2009.
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10.17(h)**
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Amendment No. 8 to Purchase Agreement DCT-025/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(h) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
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10.17(i)**
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Amendment No. 9 to Purchase Agreement DCT-025/2003, dated as of May 24, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(i) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
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10.17(j)**
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Amendment No. 10 to Purchase Agreement DCT-025/2003, dated as of September 10, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(j) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
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10.17(k)**
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Amendment No. 11 to Purchase Agreement DCT-025/2003, dated as of October 20, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(k) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.17(l)**
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Amendment No. 12 to Purchase Agreement DCT-025/2003, dated as of October 25, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(l) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.17(m)**
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Amendment No. 13 to Purchase Agreement DCT-025/2003, dated as of July 20, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(m) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
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10.17(n)**
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Amendment No. 14 to Purchase Agreement DCT-025/2003, dated as of December 3, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(n) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.17(o)**
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Amendment No. 15 to Purchase Agreement DCT-025/2003, dated as of December 19, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(m) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.17(p)**
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Amendment No. 16 to Purchase Agreement DCT-025/2003, dated as of January 31, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(p) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(q)**
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Amendment 17 to Purchase Agreement DCT-025/2003, dated as of May 14, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation -incorporated by reference to Exhibit 10.17(q) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(r)**
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Amendment 18 to Purchase Agreement DCT-025/2003, dated as of June 25, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(s)***
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Amendment No. 19 to Purchase Agreement DCT-025/2003, dated as of October 1, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronautica S.A.) and JetBlue Airways Corporation.
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10.17(t)***
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Amendment No. 20 to Purchase Agreement DCT-025/2003, dated as of October 24, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation.
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10.18**
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Letter Agreement DCT-026/2003, dated June 9, 2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K dated June 30, 2003.
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10.18(a)**
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Amendment No. 1, dated as of July 8, 2005, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.18(b)**
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Amendment No. 2, dated as of January 5, 2006, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2006.
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10.18(c)**
|
|
Amendment No. 3, dated as of December 4, 2006, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22( c) to our Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
10.18(d)**
|
|
Amendment No. 4, dated as of October 17, 2007, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(d) to our Annual Report on Form 10-K for the year ended December 31, 2007.
|
|
|
|
10.18(e)**
|
|
Amendment No. 5 to Letter Agreement DCT-026/2003, dated as of March 6, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
|
|
|
|
10.18(f)**
|
|
Amendment No. 6 to Letter Agreement DCT-026/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
|
|
|
|
10.18(g)**
|
|
Amendment No. 7 to Letter Agreement DCT-026/2003, dated as of February 17, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(g) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
|
|
|
10.18(h)**
|
|
Amendment No. 8 to Letter Agreement DCT-026/2003, dated as of December 14, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(h) to the Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
10.18(i)**
|
|
Amendment No. 9 to Letter Agreement DCT-026/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(i) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
|
|
|
|
10.18(j)***
|
|
Amendment No. 10 to Letter Agreement DCT - 026/2003, dated as of November 18, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation.
|
|
|
|
10.18(k)***
|
|
Amendment No. 11 to Letter Agreement DCT-026/2003, dated as of October 24, 2013 between Embraer - Empresa Brasileira de Aeronáutica S.A. and JetBlue Airways Corporation.
|
|
|
|
10.20
|
|
Agreement of Lease (Port Authority Lease No. AYD-350), dated November 22, 2005, between The Port Authority of New York and New Jersey and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
10.20(a)
|
|
Supplement No. 3 to Agreement of Lease, dated July 1, 2012 between The Port Authority of New York and New Jersey and JetBlue Airways Corporation-incorporated by reference to Exhibit 10.20(a) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
10.21*
|
|
Amended and Restated 2002 Stock Incentive Plan, dated November 7, 2007, and form of award agreement—incorporated by reference to Exhibit 10.21 to the Annual Report for Form 10-K for the year ended December 31, 2008.
|
|
|
|
10.22*
|
|
JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June 28, 2007—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated June 28, 2007.
|
|
|
|
10.23*
|
|
Employment Agreement, dated February 11, 2008, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
10.23(a)*
|
|
Amendment to Employment Agreement, dated July 8, 2009, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(a) to our Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
10.23(b)*
|
|
Amendment no. 2 to Employment Agreement, dated December 21, 2010, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(b) to our Current Report on Form 8-K filed on December 22, 2010.
|
|
|
|
10.23(c)*
|
|
Amendment no. 3 to Employment Agreement, dated December [13], 2013, between JetBlue Airways Corporation and David Barger.
|
|
|
|
10.25
|
|
Share Lending Agreement, dated as of May 29, 2008 between JetBlue Airways Corporation and Morgan Stanley Capital Services, Inc.—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 30, 2008.
|
|
|
|
10.26
|
|
Pledge and Escrow Agreement (Series A Debentures) dated as of June 4, 2008 among JetBlue Airways Corporation, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Escrow Agent—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2008.
|
|
|
|
10.27
|
|
Pledge and Escrow Agreement (Series B Debentures) dated as of June 4, 2008 among JetBlue Airways Corporation, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Escrow Agent—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 5, 2008.
|
|
|
|
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certifications.
|
|
|
|
99.2
|
|
Letter of Approval from the City of Long Beach Department of Public Works, dated May 22, 2001, approving City Council Resolution C-27843 regarding Flight Slot Allocation at Long Beach Municipal Airport—incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.DEF
|
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Compensatory plans in which the directors and executive officers of JetBlue participate.
|
**
|
Pursuant to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted.
|
***
|
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request filed with the Commission.
|
(1)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.4 to our Current Report on Form 8-K dated March 24, 2004 (which exhibit relates to formation of JetBlue Airways Pass Through Trust, Series 2004-1G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-1G-1-O, Pass Through Certificates) have been entered into with respect to formation of each of JetBlue Airways Pass Through Trusts, Series 2004-1G-2-O and Series 2004-1C-O and the issuance of each of Three-Month LIBOR plus 0.420% JetBlue Airways Pass Through Trust, Series 2004-1G-2-O and Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through Trust, Series 2004-1C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1, incorporated by reference to our Current Report on Form 8-K dated March 24, 2004, sets forth the terms by which such substantially identical documents differ from Exhibit 4.7(c).
|
(2)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.14 our Current Report on Form 8-K dated March 24, 2004 (which exhibit relates to an above-cap liquidity facility provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O) have been entered into with respect to the above-cap liquidity facilities provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-1C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.2, incorporated by reference to our Current Report on Form 8-K dated March 24, 2004, sets forth the terms by which such substantially identical documents differ from Exhibit 4.7(m).
|
(3)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.4 to our Current Report on Form 8-K dated November 9, 2004 (which exhibit relates to formation of JetBlue Airways Pass Through Trust, Series 2004-2G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-2G-1-O, Pass Through Certificates) have been entered into with respect to formation of each of the JetBlue Airways Pass Through Trusts, Series 2004-2G-2-O and Series 2004-2C-O and the issuance of each of Three-Month LIBOR plus 0.450% JetBlue Airways Pass Through Trust, Series 2004-2G-2-O and Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Trust, Series 2004-2C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1, incorporated by reference to our Current Report on Form 8-K dated November 9, 2004, sets forth the terms by which such substantially identical documents differ from Exhibit 4.8(c).
|
(4)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004 (which exhibit relates to an above-cap liquidity facility provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O) have been entered into with respect to the above-cap liquidity facilities provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-2C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.2, incorporated by reference to our Current Report on Form 8-K dated November 9, 2004, sets forth the terms by which such substantially identical documents differ from Exhibit 4.8(m).
|
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning of
period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
|
Balance at
end of
period
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
6,593
|
|
|
$
|
3,618
|
|
|
$
|
—
|
|
|
$
|
4,416
|
|
(1)
|
|
$
|
5,795
|
|
Allowance for obsolete inventory parts
|
|
5,046
|
|
|
1,309
|
|
|
—
|
|
|
—
|
|
(3)
|
|
6,355
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,268
|
|
|
—
|
|
|
—
|
|
|
119
|
|
(2)
|
|
20,149
|
|
|||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
7,586
|
|
|
$
|
5,472
|
|
|
$
|
—
|
|
|
$
|
6,465
|
|
(1)
|
|
$
|
6,593
|
|
Allowance for obsolete inventory parts
|
|
3,886
|
|
|
1,250
|
|
|
—
|
|
|
90
|
|
(3)
|
|
5,046
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,872
|
|
|
—
|
|
|
—
|
|
|
604
|
|
(2)
|
|
20,268
|
|
|||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
6,172
|
|
|
$
|
7,017
|
|
|
$
|
—
|
|
|
$
|
5,603
|
|
(1)
|
|
$
|
7,586
|
|
Allowance for obsolete inventory parts
|
|
3,636
|
|
|
1,026
|
|
|
—
|
|
|
776
|
|
(3)
|
|
3,886
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,672
|
|
|
254
|
|
|
—
|
|
|
54
|
|
(2)
|
|
20,872
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
(2)
|
Attributable to recognition and write-off of deferred tax assets.
|
(3)
|
Inventory scrapped.
|
1.1
|
The Aircraft schedule delivery table in Article 5.1 of the Purchase Agreement shall be deleted and replaced as follows:
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
1
|
[***]/05
|
23
|
[***]/06
|
45
|
[***]/10
|
67
|
[***]/15
|
2
|
[***]/05
|
24
|
[***]/07
|
46
|
[***]/10
|
68
|
[***]/15
|
3
|
[***]/05
|
25
|
[***]/07
|
47
|
[***]/10
|
69
|
[***]/15
|
4
|
[***]/05
|
26
|
[***]/07
|
48
|
[***]/10
|
70
|
[***]/15
|
5
|
[***]/05
|
27
|
[***]/07
|
49
|
[***]/11
|
71
|
[***]/15
|
6
|
[***]/05
|
28
|
[***]/07
|
50
|
[***]/11
|
72
|
[***]/15
|
7
|
[***]/05
|
29
|
[***]/07
|
51
|
[***]/11
|
73
|
[***]/16
|
8
|
[***]/05
|
30
|
[***]/07
|
52
|
[***]/11
|
74
|
[***]/16
|
9
|
[***]/06
|
31
|
[***]/08
|
53
|
[***]/11
|
75
|
[***]/16
|
10
|
[***]/06
|
32
|
[***]/08
|
54
|
[***]/12
|
76
|
[***]/16
|
11
|
[***]/06
|
33
|
[***]/08
|
55
|
[***]/12
|
77
|
[***]/16
|
12
|
[***]/06
|
34
|
[***]/08
|
56
|
[***]/12
|
78
|
[***]/16
|
13
|
[***]/06
|
35
|
[***]/08
|
57
|
[***]/12
|
79
|
[***]/16
|
14
|
[***]/06
|
36
|
[***]/08
|
58
|
[***]/13
|
80
|
[***]/16
|
15
|
[***]/06
|
37
|
[***]/09
|
59
|
[***]/13
|
81
|
[***]/17
|
16
|
[***]/06
|
38
|
[***]/09
|
60
|
[***]/13
|
82
|
[***]/17
|
[***]
|
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.
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
Aircraft #
|
Delivery Month**
|
17
|
[***]/06
|
39
|
[***]/09
|
61
|
[***]/13
|
83
|
[***]/17
|
18
|
[***]/06
|
40(*)
|
[***]/09
|
62
|
[***]/13
|
84
|
[***]/17
|
19
|
[***]/06
|
41(*)
|
[***]/09
|
63
|
[***]/13
|
85
|
[***]/17
|
20
|
[***]/06
|
42
|
[***]/09
|
64
|
[***]/13
|
86
|
[***]/18
|
21
|
[***]/06
|
43
|
[***]/09
|
65
|
[***]/15
|
87
|
[***]/18
|
22
|
[***]/06
|
44(*)
|
[***]/09
|
66
|
[***]/15
|
88
|
[***]/18
|
(*)
|
[***]
|
[***]
|
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.
|
20
|
[***]/06
|
42
|
[***]/09
|
64
|
[***]/13
|
86
|
[***]/22
|
21
|
[***]/06
|
43
|
[***]/09
|
65
|
[***]/20
|
87
|
[***]/22
|
22
|
[***]/06
|
44(*)
|
[***]/09
|
66
|
[***]/20
|
88
|
[***]/22
|
Amendment Nº 10 to the Letter Agreement DCT-026/2003
|
Page 1 of 2
|
Embraer S.A.
By:
/s/ Flávio Rímoli
Name:
Flávio Rímoli
Title:
Executive Vice President &
General Counsel
|
JetBlue Airways Corporation
By:
/s/ Mark D. Powers
Name:
Mark D. Powers
Title:
SVP Treasurer
|
By:
/s/ José Luis D’Avila Molina
Name:
José Luis D’Avila Molina
Title:
Vice President, Contracts
Airline Market
|
|
Date:
Nov. 18, 2010
Place:
São José dos Campos - S
Witness:
/s/ Fernando Bueno
Name:
Fernando Bueno
|
Date:
12/2/10
Place:
Forest Hills, NY
Witness:
/s/ Ryan Schroeter
Name:
Ryan Schroeter
|
Amendment Nº 10 to the Letter Agreement DCT-026/2003
|
Page 1 of 2
|
(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 Participant’s 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 Participant’s Termination of Service shall be immediately forfeited, except as otherwise provided in Section (C) below.
|
(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 (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, in the Plan and pursuant to the Company’s insider trading
|
(C)
|
Termination of Service
.
|
(1)
|
Upon the Participant’s Termination of Service under any circumstances, any RSUs that have not been settled in accordance with Section (B) hereof prior to the date of such Termination of Service shall be immediately and unconditionally forfeited, without any action required by the Participant or the Company
|
(2)
|
Notwithstanding (1) above, upon a Termination of Service due to the Participant’s (a) Disability (as defined below) or (b) death, any such outstanding RSUs shall be distributed in Shares on a pro-rated basis in accordance with the following formula: (
A
)(i) the total number of RSUs
multiplied by
(ii) a fraction, the numerator of which is the number of days from the Date of Award through the date of such Termination of Service and the denominator of which is 1,096 (rounded down to the nearest whole share),
less
(
B
) the number of RSUs as to which the Period of Restriction has previously lapsed. Such distribution referenced in this section (C)(1) shall be made following such Termination of Service and no later than the last business day of the month following such Termination of Service (or as soon as administratively practicable thereafter).
|
(3)
|
Notwithstanding (1) above, upon a Termination of Service due to the Participant’s Retirement (as defined below), such RSUs shall continue to vest as if the Participant remained in Service with the Company Group.
|
(4)
|
For the purposes of this Award Agreement,
|
i.
|
“
Disability
” means “long-term disability” as such term is defined in the Company’s Long Term Disability Plan for full-time crewmembers in effect from time to time, to the extent consistent with Code Section 409A;
|
ii.
|
“
Retirement
” means voluntary Termination of Service by the Participant on or after the date on which the sum of the Participant’s age and years of service as an employee of the Company Group is at least sixty-five (65);
provided
,
however
, that the Participant has both (i) attained the age of 55, and (ii) completed ten (10) years of service as an employee of the Company Group.
|
(5)
|
Notwithstanding the Section (C)(1) to the contrary, if at the time of the Participant’s Termination of Service, the Participant is a “specified employee” within the meaning of Code Section 409A, any delivery of Shares hereunder that constitutes a “deferral of compensation” under Code Section 409A and that would otherwise become due on account of such Termination of Service shall be delayed, and such Shares shall be delivered in full upon the earlier to occur of (i) a date during the thirty-day period commencing six months and one day following such Termination of Service and (ii) the date of the Participant’s death.
|
(D)
|
Change in Control
. The RSU grant awarded under this Award Agreement is subject to the provisions of Section 15 of the Plan;
provided
,
however
, that if a Change in Control occurs that does not constitute a “change in control event,” within the meaning of Treasury Regulations Section 1.409A-3(i)(5), then any accelerated payment or settlement of the RSUs in accordance with Section 15 of the Plan that constitutes a “deferral of compensation” under Code Section 409A shall
|
(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 Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s 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 Plan’s 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, international laws, rules or regulations, 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 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 Company’s 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 Participant’s consent, except as otherwise provided by the Plan.
|
(5)
|
This Agreement and any payment or delivery of Shares under this Agreement are intended to comply with Section 409A of the Code (“
Section 409A
”) and shall be administered and construed in accordance with such intent. In furtherance, and not in limitation, of the foregoing: (a) in no event may the Participant designate, directly or indirectly, the calendar year of any payment or delivery of Shares to be made hereunder; and (b) notwithstanding any other provision of this Award Agreement to the contrary, a Termination of Service hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Section
|
(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 Participant’s FICA obligation) upon settlement or earlier, to the extent required by applicable law. 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 in cash sufficient to satisfy any applicable taxes required by law whenever arising with respect to the RSUs. Further, the Company may permit or require the plan administrator or 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)
|
In furtherance and not in limitation, of the foregoing Section (F)(6), in the event that the Participant is an employee of the Company Group and becomes eligible to Retire but does not Retire, the Participant shall at that time become responsible for payment of all FICA and any other taxes with respect to his or her outstanding RSUs. Accordingly, the Participant acknowledges that the Company may, at that time or when deemed administratively necessary by the Company, withhold from the Participant’s paycheck, funds necessary to cover such obligations, and the Company shall remit said funds to the proper authorities. The Participant shall not have the right to elect whether payment of FICA shall be made in the form of cash or through withholding Shares otherwise payable on settlement of the RSUs and such determination shall be made by the Company. To the extent the Participant incurs a Termination of Service for any reason, Participant acknowledges that she or he is solely responsible for the recovery, from the U.S. government or instrumentality thereof, of any over withholdings pursuant to this subparagraph. 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
|
(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.
|
1.1
|
Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”.
|
2.1
|
The Seller shall manufacture, sell and deliver, and the Buyer shall purchase from the Seller and take delivery of, the Incremental A321 Aircraft and Incremental A321 NEO Aircraft, pursuant to the terms and conditions described herein and in the Agreement.
|
2.2
|
The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement will apply to the Incremental A321 Aircraft.
|
2.3
|
The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Incremental A321 NEO Aircraft.
|
2.4
|
The Incremental A321 Aircraft and Incremental A321 NEO Aircraft will deliver to the Buyer as set forth in the Amended and Restated Schedule 1 to the Agreement, as defined in Clause 6.2 below.
|
3.1
|
The Buyer and the Seller hereby agree to irrevocably convert each of the eight (8) A320 Backlog Aircraft identified with CACiDs 159 922, 159 954, 159 955, 159 921, 104 440, 104 442, 159 909 and 159 910 in the Amended and Restated Schedule 1 to the Agreement to eight (8) additional A321 Backlog Aircraft (the “
Converted A321 Backlog Aircraft
”) and to reschedule one (1) of such Converted A321 Backlog Aircraft to calendar year 2018 as detailed in the following table. It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement shall apply to the Converted A321 Backlog Aircraft in this Clause 3.1.
|
CACiD
|
Original Delivery Schedule
|
Revised Delivery Schedule
|
Initial Aircraft Type
|
New Aircraft Type
|
159 922
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
159 954
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
159 955
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
159 921
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
104 440
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
104 442
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
159 909
|
2017
|
2017
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
159 910
|
2017
|
2018
|
A320 Backlog Aircraft
|
Converted A321 Backlog Aircraft
|
3.2
|
In accordance with Paragraph 2.2 of Letter Agreement No. 3, the Buyer and the Seller hereby agree to irrevocably convert ten (10) A320 NEO Aircraft identified in Amended and Restated Schedule 1 with CACiD numbers 402 132, 402 133, 402 134, 402 135, 402 136, 402 137, 402 138, 402 139, 402 140 and 402 141 to ten (10) additional A321 NEO Aircraft (the “
Converted A321 NEO Aircraft
”) as detailed in the following table. It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Converted A321 NEO Aircraft.
|
New
CACiD No.
|
Initial Aircraft Type
|
New Aircraft Type
|
402 132
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 133
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 134
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 135
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 136
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 137
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 138
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 139
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 140
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
402 141
|
A320 NEO Aircraft
|
Converted A321 NEO Aircraft
|
3.3
|
It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of the BFE Suppliers are notified of and accept the conversions set forth in Clauses 3.1 and 3.2 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such conversions, and the Buyer will indemnify and hold the Seller harmless against any and all of such costs, losses, expenses, additional obligations, penalties, damages or liabilities so incurred by the Seller.
|
3.4
|
Without prejudice to Clause 3.3, the Buyer shall enter into discussions directly with the A320 Propulsion Systems Manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the conversions in Clauses 3.1 and 3.2 above and will indemnify and hold the Seller harmless against any and all costs, losses, expenses, obligations, penalties, damages or liabilities so incurred by the Seller in the event that the Buyer fails to perform its obligations as set out under this Clause 3.4.
|
5.1
|
The Base Price of the Converted A321 Backlog Airframe and the Base Price of the Incremental A321 Airframe are the same as the Base Price of the A321 Backlog Airframe set forth in Clause 3.1.5 of the Agreement.
|
5.2
|
The Base Price of the Converted A321 NEO Airframe and the Base Price of the Incremental A321 NEO Airframe are the same as the Base Price of the A321 NEO Airframe as set forth in Clause 3.1.11 of the Agreement (as set forth in Paragraph 4.1 of Letter Agreement No. 3).
|
6.1
|
The CACiD for the A321 Backlog Aircraft with aircraft rank number 140 is corrected to read 159 944.
|
6.2
|
Schedule 1 to the Agreement is deleted in its entirety and replaced by the Amended and Restated Schedule 1 (the “
Amended and Restated Schedule 1
”) attached hereto as Appendix 1.
|
6.3
|
For reference purposes only, CACiD numbers are added to the Amended and Restated Schedule 1 for the Aircraft bearing aircraft rank numbers 189 through 198, 203 through 212, 218 through 227, and 233 through 242.
|
6.4
|
All references in the Agreement pertaining to A319 Backlog Aircraft are deleted in their entirety.
|
9.1.1
|
In respect of each Aircraft corresponding to a Scheduled Delivery Year as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Quarter no later than [***].
|
7.2
|
Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.
|
7.3
|
Letter Agreement No. 2 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 2 attached hereto.
|
74
|
Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.
|
7.5
|
In the last sentence of Paragraph 3 of Letter Agreement No. 4 to the Agreement, the words “Paragraph 8” are deleted and replaced with the words “Paragraph 9”.
|
7.6
|
Letter Agreement No. 6 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 6 attached hereto.
|
8.1
|
The Predelivery Payments for the Incremental A321 Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.
|
8.2
|
The Predelivery Payments for the Incremental A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.
|
8.3
|
The Predelivery Payments for the Converted A321 Backlog Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.3 of Amended and Restated Letter Agreement No. 2 to the Agreement.
|
8.4
|
The Predelivery Payments for the Converted A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.4 of Amended and Restated Letter Agreement No. 2 to the Agreement.
|
8.5
|
The purchase incentives for the Incremental A321 Aircraft are as set forth in Paragraphs 8.1 through 8.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.
|
8.6
|
The purchase incentives for the Converted A321 Backlog Aircraft are as set forth in Paragraphs 3.1 through 3.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.
|
8.7
|
The purchase incentives for the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft are as set forth in Paragraphs 6.1 through 6.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.
|
8.8
|
The price preservation applicable to the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft is as set forth in Paragraph 9 of Amended and Restated Letter Agreement No. 1 to the Agreement.
|
9
|
EFFECT OF THE AMENDMENT
|
10
|
CONFIDENTIALITY
|
11
|
ASSIGNMENT
|
12
|
COUNTERPARTS
|
Its: EVP Chief Financial Officer
|
Its: Chief Operating Officer, Customers
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
1
|
159 908
|
122
|
Group 1 A320 Aircraft
|
[***]
|
2011
|
2
|
159 942
|
123
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
3
|
159 943
|
124
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
4
|
159 950
|
125
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
5
|
159 951
|
126
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
6
|
159 923
|
127
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
7
|
159 924
|
128
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
8
|
159 925
|
129
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
9
|
159 939
|
130
|
A320 Backlog Aircraft
|
[***]
|
2013
|
10
|
159 960
|
131
|
A320 Backlog Aircraft
|
[***]
|
2013
|
11
|
159 961
|
132
|
A320 Backlog Aircraft
|
[***]
|
2013
|
12
|
159 962
|
133
|
A321 Backlog Aircraft
|
[***]
|
2013
|
13
|
159 963
|
134
|
A321 Backlog Aircraft
|
[***]
|
2013
|
14
|
159 964
|
135
|
A321 Backlog Aircraft
|
[***]
|
2013
|
15
|
159 965
|
136
|
A321 Backlog Aircraft
|
[***]
|
2013
|
16
|
159 916
|
137
|
A321 Backlog Aircraft
|
[***]
|
2014
|
17
|
159 940
|
138
|
A321 Backlog Aircraft
|
[***]
|
2014
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
18
|
159 941
|
139
|
A321 Backlog Aircraft
|
[***]
|
2014
|
19
|
159 944
|
140
|
A321 Backlog Aircraft
|
[***]
|
2014
|
20
|
159 945
|
141
|
A321 Backlog Aircraft
|
[***]
|
2014
|
21
|
159 946
|
142
|
A321 Backlog Aircraft
|
[***]
|
2014
|
22
|
159 947
|
143
|
A321 Backlog Aircraft
|
[***]
|
2014
|
23
|
159 948
|
144
|
A321 Backlog Aircraft
|
[***]
|
2014
|
24
|
159 949
|
145
|
A321 Backlog Aircraft
|
[***]
|
2014
|
25
|
159 956
|
146
|
A321 Backlog Aircraft
|
[***]
|
2015
|
26
|
159 957
|
147
|
A321 Backlog Aircraft
|
[***]
|
2015
|
27
|
159 958
|
148
|
A321 Backlog Aircraft
|
[***]
|
2015
|
28
|
159 959
|
149
|
A321 Backlog Aircraft
|
[***]
|
2015
|
29
|
159 929
|
150
|
A321 Backlog Aircraft
|
[***]
|
2015
|
30
|
159 930
|
151
|
A321 Backlog Aircraft
|
[***]
|
2015
|
31
|
159 931
|
152
|
A321 Backlog Aircraft
|
[***]
|
2015
|
32
|
159 932
|
153
|
A321 Backlog Aircraft
|
[***]
|
2015
|
33
|
159 933
|
154
|
A321 Backlog Aircraft
|
[***]
|
2015
|
34
|
|
155
|
Incremental A321 Aircraft
|
[***]
|
2015
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
35
|
159 920
|
156
|
A321 Backlog Aircraft
|
[***]
|
2015
|
36
|
|
157
|
Incremental A321 Aircraft
|
[***]
|
2015
|
37
|
159 911
|
158
|
A321 Backlog Aircraft
|
Year
|
2016
|
38
|
159 912
|
159
|
A321 Backlog Aircraft
|
Year
|
2016
|
39
|
159 917
|
160
|
A321 Backlog Aircraft
|
Year
|
2016
|
40
|
159 918
|
161
|
A321 Backlog Aircraft
|
Year
|
2016
|
41
|
159 926
|
162
|
A321 Backlog Aircraft
|
Year
|
2016
|
42
|
159 927
|
163
|
A321 Backlog Aircraft
|
Year
|
2016
|
43
|
159 928
|
164
|
A321 Backlog Aircraft
|
Year
|
2016
|
44
|
159 952
|
165
|
A320 Backlog Aircraft
|
Year
|
2016
|
45
|
159 953
|
166
|
A320 Backlog Aircraft
|
Year
|
2016
|
46
|
159 934
|
167
|
A320 Backlog Aircraft
|
Year
|
2016
|
47
|
|
168
|
Incremental A321 Aircraft
|
Year
|
2016
|
48
|
|
169
|
Incremental A321 Aircraft
|
Year
|
2016
|
49
|
|
170
|
Incremental A321 Aircraft
|
Year
|
2016
|
50
|
|
171
|
Incremental A321 Aircraft
|
Year
|
2016
|
51
|
|
172
|
Incremental A321 Aircraft
|
Year
|
2016
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
52
|
159 922
|
173
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
53
|
159 954
|
174
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
54
|
159 955
|
175
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
55
|
159 921
|
176
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
56
|
104 440
|
177
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
57
|
104 442
|
178
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
58
|
159 909
|
179
|
Converted A321 Backlog Aircraft
|
Year
|
2017
|
59
|
|
180
|
Incremental A321 Aircraft
|
Year
|
2017
|
60
|
|
181
|
Incremental A321 Aircraft
|
Year
|
2017
|
61
|
|
182
|
Incremental A321 Aircraft
|
Year
|
2017
|
62
|
|
183
|
Incremental A321 Aircraft
|
Year
|
2017
|
63
|
|
184
|
Incremental A321 Aircraft
|
Year
|
2017
|
64
|
|
185
|
Incremental A321 Aircraft
|
Year
|
2017
|
65
|
|
186
|
Incremental A321 Aircraft
|
Year
|
2017
|
66
|
|
187
|
Incremental A321 Aircraft
|
Year
|
2017
|
67
|
159 910
|
188
|
Converted A321 Backlog Aircraft
|
Year
|
2018
|
68
|
402 127
|
189
|
A320 NEO Aircraft
|
Year
|
2018
|
69
|
402 128
|
190
|
A320 NEO Aircraft
|
Year
|
2018
|
70
|
402 129
|
191
|
A320 NEO Aircraft
|
Year
|
2018
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
71
|
402 130
|
192
|
A320 NEO Aircraft
|
Year
|
2018
|
72
|
402 131
|
193
|
A320 NEO Aircraft
|
Year
|
2018
|
73
|
402 132
|
194
|
Converted A321 NEO Aircraft
|
Year
|
2018
|
74
|
402 133
|
195
|
Converted A321 NEO Aircraft
|
Year
|
2018
|
75
|
402 134
|
196
|
Converted A321 NEO Aircraft
|
Year
|
2018
|
76
|
402 135
|
197
|
Converted A321 NEO Aircraft
|
Year
|
2018
|
77
|
402 136
|
198
|
Converted A321 NEO Aircraft
|
Year
|
2018
|
78
|
|
199
|
Incremental A321 NEO Aircraft
|
Year
|
2018
|
79
|
|
200
|
Incremental A321 NEO Aircraft
|
Year
|
2018
|
80
|
|
201
|
Incremental A321 NEO Aircraft
|
Year
|
2018
|
81
|
|
202
|
Incremental A321 NEO Aircraft
|
Year
|
2018
|
82
|
402 137
|
203
|
Converted A321 NEO Aircraft
|
Year
|
2019
|
83
|
402 138
|
204
|
Converted A321 NEO Aircraft
|
Year
|
2019
|
84
|
402 139
|
205
|
Converted A321 NEO Aircraft
|
Year
|
2019
|
85
|
402 140
|
206
|
Converted A321 NEO Aircraft
|
Year
|
2019
|
86
|
402 141
|
207
|
Converted A321 NEO Aircraft
|
Year
|
2019
|
87
|
|
208
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
88
|
|
209
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
89
|
|
210
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
90
|
|
211
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
91
|
|
212
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
92
|
|
213
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
93
|
|
214
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
94
|
|
215
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
95
|
|
216
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
96
|
|
217
|
Incremental A321 NEO Aircraft
|
Year
|
2019
|
97
|
|
218
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
98
|
|
219
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
99
|
|
220
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
100
|
|
221
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
101
|
|
222
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
102
|
|
223
|
Incremental A321 NEO Aircraft
|
Year
|
2020
|
103
|
402 142
|
224
|
A320 NEO Aircraft
|
Year
|
2020
|
104
|
402 143
|
225
|
A320 NEO Aircraft
|
Year
|
2020
|
105
|
402 144
|
226
|
A320 NEO Aircraft
|
Year
|
2020
|
106
|
402 145
|
227
|
A320 NEO Aircraft
|
Year
|
2020
|
107
|
402 146
|
228
|
A320 NEO Aircraft
|
Year
|
2020
|
108
|
402 147
|
229
|
A320 NEO Aircraft
|
Year
|
2020
|
109
|
402 148
|
230
|
A320 NEO Aircraft
|
Year
|
2020
|
110
|
402 149
|
231
|
A320 NEO Aircraft
|
Year
|
2020
|
111
|
402 150
|
232
|
A320 NEO Aircraft
|
Year
|
2020
|
112
|
402 151
|
233
|
A320 NEO Aircraft
|
Year
|
2021
|
113
|
402 152
|
234
|
A320 NEO Aircraft
|
Year
|
2021
|
114
|
402 153
|
235
|
A320 NEO Aircraft
|
Year
|
2021
|
115
|
402 154
|
236
|
A320 NEO Aircraft
|
Year
|
2021
|
116
|
402 155
|
237
|
A320 NEO Aircraft
|
Year
|
2021
|
117
|
402 156
|
238
|
A320 NEO Aircraft
|
Year
|
2021
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
118
|
402 157
|
239
|
A320 NEO Aircraft
|
Year
|
2021
|
119
|
402 158
|
240
|
A320 NEO Aircraft
|
Year
|
2021
|
120
|
402 159
|
241
|
A320 NEO Aircraft
|
Year
|
2021
|
121
|
402 160
|
242
|
A320 NEO Aircraft
|
Year
|
2021
|
122
|
402 161
|
243
|
A320 NEO Aircraft
|
Year
|
2021
|
123
|
402 162
|
244
|
A320 NEO Aircraft
|
Year
|
2021
|
124
|
402 163
|
245
|
A320 NEO Aircraft
|
Year
|
2021
|
125
|
402 164
|
246
|
A320 NEO Aircraft
|
Year
|
2021
|
126
|
402 165
|
247
|
A320 NEO Aircraft
|
Year
|
2021
|
127
|
402 166
|
248
|
A320 NEO Aircraft
|
Year
|
2021
|
2.1
|
In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
A320 Backlog Aircraft Credit Memoranda
”):
|
2.2
|
The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
2.3
|
The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.
|
3.1
|
In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
A321 Backlog Aircraft Credit Memoranda
”):
|
3.2
|
The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
3.3
|
The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft or [***] of the Converted A321 Backlog Aircraft, as applicable.
|
4.1
|
In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):
|
[***]
|
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.
|
4.2
|
The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
4.3
|
The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.
|
5.1
|
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
A320 NEO Aircraft Credit Memoranda
”):
|
5.2
|
The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
5.3
|
The A320 NEO Aircraft Credit Memoranda will [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***] of the A320 NEO Aircraft.
|
6.1
|
In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
A321 NEO Aircraft Credit Memoranda
”):
|
6.2
|
The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
6.3
|
The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of such Aircraft.
|
7.1
|
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
Group 1 Aircraft Credit Memoranda
”):
|
[***]
|
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.
|
7.2
|
The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
7.3
|
The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of the Group 1 A320 Aircraft.
|
8.1
|
In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
Incremental A321 Aircraft Credit Memoranda
”):
|
8.2
|
The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
8.3
|
The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] of the Incremental A321 Aircraft.
|
1
|
PREDELIVERY PAYMENTS
|
1.1
|
For Backlog Aircraft (excluding Incremental A321 Aircraft and Converted A321 Backlog Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
|
5.3.2
|
The Predelivery Payment Reference Price for a Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.2
|
For NEO Aircraft (excluding Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
|
Payment Date
|
Percentage of Predelivery Payment
Reference Price
|
|
|
|
|
1
st
Payment
|
[***]
|
[***]
|
2
nd
Payment
|
[***]
|
[***]
|
3
rd
Payment
|
[***]
|
[***]
|
______________________________________________________
|
||
TOTAL PAYMENT PRIOR TO DELIVERY
|
[***]
|
1.3
|
For Incremental A321 Aircraft and Converted A321 Backlog Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
|
5.3.2
|
The Predelivery Payment Reference Price for an Incremental A321 Aircraft or a Converted A321 Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.4
|
For Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
|
Payment Date
|
Percentage of Predelivery Payment
Reference Price
|
|
|
|
|
1
st
Payment
|
[***]
|
[***]
|
2
nd
Payment
|
[***]
|
[***]
|
3
rd
Payment
|
[***]
|
[***]
|
______________________________________________________
|
||
TOTAL PAYMENT PRIOR TO DELIVERY
|
[***]
|
2.
|
[***]
|
4
|
ASSIGNMENT
|
5
|
CONFIDENTIALITY
|
6
|
COUNTERPARTS
|
2
|
[***]
|
2.3.1
|
The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.
|
2.3.3
|
The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.
|
2.3.4
|
The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft.
|
2.3.5
|
Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:
|
2.1.2.1
|
The Seller is currently developing a new engine option (the “
New Engine Option
” or “
NEO
”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “
A320 Family Aircraft
”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.
|
(i)
|
A319 Standard Specification as follows: MTOW of [
*
**] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons,
|
(ii)
|
A320 Standard
Specification as follows: MTOW of [***] metric tons, MLW of [***]metric tons and MZFW of [***] metric tons, and
|
(iii)
|
the A321 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
|
2.3.2
|
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines with an AET of 26,600 lbf or (ii) PW1127G engines with an AET of 26,800 lbf (each, the “
A320 NEO Propulsion System
”).
|
2.3.4
|
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G engines with an AET of 32,700 lbf (each, the “
A321 NEO Propulsion System
”).
|
2.3.6
|
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines with an AET of 24,400 lbf or (ii) PW1124G engines with an AET of 24,500 lbf (each, the “
A319 NEO Propulsion System
”).
|
3.4
|
CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and PW has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.
|
4.1
|
New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:
|
3.1.9
|
The “
Base Price of the
A319 NEO Airframe”
is the sum of the following base prices
:
|
(i)
|
the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:
|
(ii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:
|
a)
|
the base price of the New Engine Option is:
|
b)
|
the base price of the Sharklets is
|
(iii)
|
the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:
|
3.1.10
|
The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
|
3.1.11
|
The “
Base Price of the
A321 NEO Airframe”
is the sum of the following base prices
:
|
(i)
|
the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:
|
(ii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:
|
a)
|
the base price of the New Engine Option is:
|
b)
|
the base price of the Sharklets is
|
(iii)
|
the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:
|
3.2.6
|
(i)
the base price of a set of two (2) CFM LEAP X-1A24 engines (the “
CFM LEAP X- 1A24 Propulsion System
” is
|
(ii)
|
the base price of a set of two (2) CFM LEAP X-1A32 engines (the “
CFM LEAP X-1A32 Propulsion System
”) is
|
3.2.7
|
(i)
the base price of a set of two (2) PW1124G engines (the “
PW1124G Propulsion System
”) is
|
(ii)
|
the base price of a set of two (2) PW1133 engines (the “
PW1133G Propulsion System
”) is
|
5.1
|
The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.2
|
The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft and the Converted A321 NEO Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.3
|
The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs 4.1 through 4.3 Letter Agreement No. 1 to the Agreement.
|
5.4
|
The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.
|
5.5
|
The [***] applicable to the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.
|
6.1
|
Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***]
|
8
|
ASSIGNMENT
|
2.1
|
For Backlog Aircraft (including Converted A321 Backlog Aircraft) and Incremental A321 Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
|
2.2
|
For NEO Aircraft (including Converted A321 NEO Aircraft) and Incremental A321 NEO Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
|
Article I
|
DEFINITIONS
1
|
Article II
|
ADMINISTRATION
15
|
2.1
|
POWERS AND RESPONSIBILITIES OF THE EMPLOYER
15
|
2.2
|
DESIGNATION OF ADMINISTRATIVE AUTHORITY
16
|
2.3
|
POWERS AND DUTIES OF THE ADMINISTRATOR
16
|
2.4
|
RECORDS AND REPORTS
17
|
2.5
|
APPOINTMENT OF ADVISERS
17
|
2.6
|
PAYMENT OF EXPENSES
17
|
2.7
|
CLAIMS PROCEDURE
18
|
2.8
|
CLAIMS REVIEW PROCEDURE
18
|
Article III
|
ELIGIBILITY
19
|
3.1
|
CONDITIONS OF ELIGIBILITY
19
|
3.2
|
EFFECTIVE DATE OF PARTICIPATION
19
|
3.3
|
DETERMINATION OF ELIGIBILITY
19
|
3.4
|
TERMINATION OF ELIGIBILITY
20
|
3.5
|
OMISSION OF ELIGIBLE EMPLOYEE
20
|
3.6
|
INCLUSION OF INELIGIBLE EMPLOYEE
20
|
3.7
|
REHIRED EMPLOYEES AND BREAKS IN SERVICE
20
|
Article IV
|
CONTRIBUTION AND ALLOCATION
21
|
4.1
|
FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
21
|
4.2
|
PARTICIPANT’S SALARY REDUCTION ELECTION
23
|
4.3
|
TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
27
|
4.4
|
ALLOCATION OF CONTRIBUTION AND EARNINGS
27
|
4.5
|
ACTUAL DEFERRAL PERCENTAGE TESTS
31
|
4.6
|
ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
33
|
4.7
|
ACTUAL CONTRIBUTION PERCENTAGE TESTS
35
|
4.8
|
ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
37
|
4.9
|
MAXIMUM ANNUAL ADDITIONS
40
|
4.10
|
ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
42
|
4.11
|
ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
43
|
4.12
|
DIRECTED INVESTMENT ACCOUNT
46
|
4.13
|
QUALIFIED MILITARY SERVICE
48
|
Article V
|
VALUATIONS
48
|
5.1
|
VALUATION OF THE TRUST FUND
48
|
5.2
|
METHOD OF VALUATION
48
|
Article VI
|
DETERMINATION AND DISTRIBUTION OF BENEFITS
49
|
6.1
|
DETERMINATION OF BENEFITS UPON RETIREMENT
49
|
6.2
|
DETERMINATION OF BENEFITS UPON DEATH
49
|
6.3
|
DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
51
|
6.4
|
DETERMINATION OF BENEFITS UPON TERMINATION
51
|
6.5
|
DISTRIBUTION OF BENEFITS
52
|
6.6
|
DISTRIBUTION OF BENEFITS UPON DEATH
54
|
6.7
|
TIME OF SEGREGATION OR DISTRIBUTION
55
|
6.8
|
DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
55
|
6.9
|
LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
55
|
6.10
|
PRE-RETIREMENT DISTRIBUTION
56
|
6.11
|
ADVANCE DISTRIBUTION FOR HARDSHIP
56
|
6.12
|
QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
58
|
6.13
|
LATEST TIME FOR MAKING DISTRIBUTION TO A TERMINATED PARTICIPANT
58
|
6.14
|
MILITARY WITHDRAWALS
58
|
Article VII
|
TRUSTEE
58
|
7.1
|
BASIC RESPONSIBILITIES OF THE TRUSTEE
58
|
7.2
|
INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
60
|
7.3
|
OTHER POWERS OF THE TRUSTEE
60
|
7.4
|
LOANS TO PARTICIPANTS
62
|
7.5
|
DUTIES OF THE TRUSTEE REGARDING PAYMENTS
64
|
7.6
|
TRUSTEE’S COMPENSATION AND EXPENSES AND TAXES
64
|
7.7
|
ANNUAL REPORT OF THE TRUSTEE
64
|
7.8
|
AUDIT
65
|
7.9
|
RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
65
|
7.10
|
TRANSFER OF INTEREST
66
|
7.11
|
TRUSTEE INDEMNIFICATION
67
|
7.12
|
DIRECT ROLLOVER; MANDATORY DISTRIBUTIONS
67
|
7.13
|
EMPLOYER SECURITIES AND REAL PROPERTY
69
|
Article VIII AMENDMENT, TERMINATION AND MERGERS
|
69
|
8.1
|
AMENDMENT
69
|
8.2
|
TERMINATION
70
|
8.3
|
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
71
|
Article IX
|
TOP HEAVY PROVISIONS
71
|
9.1
|
TOP HEAVY PLAN REQUIREMENTS
71
|
9.2
|
DETERMINATION OF TOP HEAVY STATUS
71
|
Article X
|
MISCELLANEOUS
74
|
10.1
|
PARTICIPANT’S RIGHTS
74
|
10.2
|
ALIENATION
74
|
10.3
|
CONSTRUCTION OF PLAN
75
|
10.4
|
GENDER AND NUMBER
75
|
10.5
|
LEGAL ACTION
76
|
10.6
|
PROHIBITION AGAINST DIVERSION OF FUNDS
76
|
10.7
|
EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE
76
|
10.8
|
INSURER’S PROTECTIVE CLAUSE
77
|
10.9
|
RECEIPT AND RELEASE FOR PAYMENTS
77
|
10.10
|
ACTION BY THE EMPLOYER
77
|
10.11
|
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
77
|
10.12
|
HEADINGS
78
|
10.13
|
APPROVAL BY INTERNAL REVENUE SERVICE
78
|
10.14
|
UNIFORMITY
78
|
Article XI
|
MINIMUM DISTRIBUTION REQUIREMENTS
78
|
11.1
|
GENERAL RULES
78
|
11.2
|
TIME AND MANNER OF DISTRIBUTION
79
|
11.3
|
REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME
80
|
11.4
|
REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH
80
|
11.5
|
DEFINITIONS
81
|
11.6
|
REQUIRED MINIMUM DISTRIBUTIONS FOR 2009
82
|
Article I
|
|
Article III
|
|
1.
|
POWERS AND RESPONSIBILITIES OF THE EMPLOYER
|
2.
|
DESIGNATION OF ADMINISTRATIVE AUTHORITY
|
3.
|
POWERS AND DUTIES OF THE ADMINISTRATOR
|
4.
|
RECORDS AND REPORTS
|
5.
|
APPOINTMENT OF ADVISERS
|
6.
|
PAYMENT OF EXPENSES
|
7.
|
CLAIMS PROCEDURE
|
8.
|
CLAIMS REVIEW PROCEDURE
|
Article V
|
|
1.
|
CONDITIONS OF ELIGIBILITY
|
2.
|
EFFECTIVE DATE OF PARTICIPATION
|
3.
|
DETERMINATION OF ELIGIBILITY
|
4.
|
TERMINATION OF ELIGIBILITY
|
5.
|
OMISSION OF ELIGIBLE EMPLOYEE
|
6.
|
INCLUSION OF INELIGIBLE EMPLOYEE
|
7.
|
REHIRED EMPLOYEES AND BREAKS IN SERVICE
|
1.
|
FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
|
2.
|
PARTICIPANT’S SALARY REDUCTION ELECTION
|
3.
|
TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
|
4.
|
ALLOCATION OF CONTRIBUTION AND EARNINGS
|
5.
|
ACTUAL DEFERRAL PERCENTAGE TESTS
|
6.
|
ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
|
7.
|
ACTUAL CONTRIBUTION PERCENTAGE TESTS
|
8.
|
ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
|
9.
|
MAXIMUM ANNUAL ADDITIONS
|
10.
|
ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
|
11.
|
ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
|
12.
|
DIRECTED INVESTMENT ACCOUNT
|
13.
|
QUALIFIED MILITARY SERVICE
|
Article IX
|
|
1.
|
VALUATION OF THE TRUST FUND
|
2.
|
METHOD OF VALUATION
|
Article XI
|
|
1.
|
DETERMINATION OF BENEFITS UPON RETIREMENT
|
2.
|
DETERMINATION OF BENEFITS UPON DEATH
|
3.
|
DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
|
4.
|
DETERMINATION OF BENEFITS UPON TERMINATION
|
5.
|
DISTRIBUTION OF BENEFITS
|
6.
|
DISTRIBUTION OF BENEFITS UPON DEATH
|
7.
|
TIME OF SEGREGATION OR DISTRIBUTION
|
8.
|
DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
|
9.
|
LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
|
10.
|
PRE-RETIREMENT DISTRIBUTION
|
11.
|
ADVANCE DISTRIBUTION FOR HARDSHIP
|
12.
|
QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
|
13.
|
LATEST TIME FOR MAKING DISTRIBUTION TO A TERMINATED PARTICIPANT
|
14.
|
MILITARY WITHDRAWALS
|
Article XIII
|
|
1.
|
BASIC RESPONSIBILITIES OF THE TRUSTEE
|
2.
|
INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
|
3.
|
OTHER POWERS OF THE TRUSTEE
|
4.
|
LOANS TO PARTICIPANTS
|
5.
|
DUTIES OF THE TRUSTEE REGARDING PAYMENTS
|
6.
|
TRUSTEE’S COMPENSATION AND EXPENSES AND TAXES
|
7.
|
ANNUAL REPORT OF THE TRUSTEE
|
8.
|
AUDIT
|
9.
|
RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
|
10.
|
TRANSFER OF INTEREST
|
11.
|
TRUSTEE INDEMNIFICATION
|
12.
|
DIRECT ROLLOVER; MANDATORY DISTRIBUTIONS
|
13.
|
EMPLOYER SECURITIES AND REAL PROPERTY
|
Article XV
|
|
1.
|
AMENDMENT
|
2.
|
TERMINATION
|
3.
|
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
|
Article XVII
|
|
1.
|
TOP HEAVY PLAN REQUIREMENTS
|
2.
|
DETERMINATION OF TOP HEAVY STATUS
|
1.
|
PARTICIPANT’S RIGHTS
|
2.
|
ALIENATION
|
3.
|
CONSTRUCTION OF PLAN
|
4.
|
GENDER AND NUMBER
|
5.
|
LEGAL ACTION
|
6.
|
PROHIBITION AGAINST DIVERSION OF FUNDS
|
7.
|
EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE
|
8.
|
INSURER’S PROTECTIVE CLAUSE
|
9.
|
RECEIPT AND RELEASE FOR PAYMENTS
|
10.
|
ACTION BY THE EMPLOYER
|
11.
|
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
|
12.
|
HEADINGS
|
13.
|
APPROVAL BY INTERNAL REVENUE SERVICE
|
14.
|
UNIFORMITY
|
Article XXI
|
|
1.
|
GENERAL RULES
|
2.
|
TIME AND MANNER OF DISTRIBUTION
|
3.
|
REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME
|
4.
|
REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH
|
5.
|
DEFINITIONS
|
6.
|
REQUIRED MINIMUM DISTRIBUTIONS FOR 2009.
|
JETBLUE AIRWAYS CORPORATION
|
|
By:
|
|
Name:
|
|
Title:
|
|
Group Name
|
Effective Date
|
Non-managerial Pilots
|
August 1, 2012
|
Non-managerial Dispatch and Controllers in System Operations
|
April 1, 2013
|
Managerial Pilots
|
January 1, 2014
|
Non-managerial Technicians and Inspectors
|
January 1, 2014
|
Group Name
|
Effective Date
|
Managerial Pilots
|
January 1, 2014
|
|
|
Year Ended
December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
$
|
279
|
|
|
$
|
209
|
|
|
$
|
145
|
|
|
$
|
161
|
|
|
$
|
104
|
|
Less: Capitalized interest
|
|
(13
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
255
|
|
|
270
|
|
|
273
|
|
|
272
|
|
|
298
|
|
|||||
Amortization of capitalized interest
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Adjusted earnings
|
|
$
|
524
|
|
|
$
|
473
|
|
|
$
|
415
|
|
|
$
|
431
|
|
|
$
|
397
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
154
|
|
|
$
|
167
|
|
|
$
|
171
|
|
|
$
|
172
|
|
|
$
|
189
|
|
Amortization of debt costs
|
|
8
|
|
|
9
|
|
|
8
|
|
|
8
|
|
|
9
|
|
|||||
Rent expense representative of interest
|
|
93
|
|
|
94
|
|
|
94
|
|
|
92
|
|
|
100
|
|
|||||
Total fixed charges
|
|
$
|
255
|
|
|
$
|
270
|
|
|
$
|
273
|
|
|
$
|
272
|
|
|
$
|
298
|
|
Ratio of earnings to fixed charges
|
|
2.05
|
|
|
1.75
|
|
|
1.52
|
|
|
1.59
|
|
|
1.33
|
|
(1)
|
Registration Statement (Form S-8 No. 333-86444) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-129238) pertaining to the JetBlue Airways Corporation Crewmember Stock Purchase Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-161565) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-174947) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan,
|
(5)
|
Registration Statement (Form S-3 No. 333-181058) of JetBlue Airways Corporation, and
|
(6)
|
Registration Statement (Form S-3 No. 333-184730) of JetBlue Airways Corporation;
|
1.
|
I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date:
|
February 18, 2014
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date:
|
February 18, 2014
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
February 18, 2014
|
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
February 18, 2014
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|