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þ
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QUARTERLY 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
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Delaware
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87-0617894
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(State of Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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27-01 Queens Plaza North, Long Island City, New York
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11101
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
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|||||||
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September 30, 2016
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December 31, 2015
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||||
ASSETS
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CURRENT ASSETS
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||||
Cash and cash equivalents
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$
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873
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$
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318
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Investment securities
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581
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558
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Receivables, less allowance (2016-$6; 2015-$6)
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145
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136
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Prepaid expenses and other
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409
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361
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Total current assets
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2,008
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1,373
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PROPERTY AND EQUIPMENT
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Flight equipment
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7,522
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7,079
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Predelivery deposits for flight equipment
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212
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171
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Total flight equipment and predelivery deposits, gross
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7,734
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7,250
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Less accumulated depreciation
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1,768
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1,573
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Total flight equipment and predelivery deposits, net
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5,966
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5,677
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Other property and equipment
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940
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868
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Less accumulated depreciation
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335
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293
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Total other property and equipment, net
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605
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575
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Assets constructed for others
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561
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561
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Less accumulated depreciation
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179
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161
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Total assets constructed for others, net
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382
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400
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Total property and equipment
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6,953
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6,652
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OTHER ASSETS
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||||
Investment securities
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55
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49
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Restricted cash
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68
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63
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Other
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495
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507
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Total other assets
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618
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619
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TOTAL ASSETS
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$
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9,579
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$
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8,644
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||||
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
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|||||||
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September 30, 2016
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December 31, 2015
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$
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267
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$
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205
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Air traffic liability
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1,141
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1,053
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Accrued salaries, wages and benefits
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349
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302
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Other accrued liabilities
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309
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267
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Current maturities of long-term debt and capital leases
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439
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448
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Total current liabilities
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2,505
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2,275
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
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1,250
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1,379
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CONSTRUCTION OBLIGATION
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461
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472
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DEFERRED TAXES AND OTHER LIABILITIES
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Deferred income taxes
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1,423
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1,218
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Other
|
94
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90
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Total deferred taxes and other liabilities
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1,517
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1,308
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STOCKHOLDERS’ EQUITY
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||||
Preferred stock, $0.01 par value; 25 shares authorized, none issued
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—
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—
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Common stock, $0.01 par value; 900 shares authorized, 395 and 392 shares issued and 324 and 322 shares outstanding at September 30, 2016 and December 31, 2015, respectively
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4
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4
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Treasury stock, at cost; 71 and 70 shares at September 30, 2016 and December 31, 2015, respectively
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(380
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)
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(366
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)
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Additional paid-in capital
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1,955
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1,896
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Retained earnings
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2,257
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1,679
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Accumulated other comprehensive income (loss)
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10
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(3
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)
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Total stockholders’ equity
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3,846
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3,210
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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9,579
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$
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8,644
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
OPERATING REVENUES
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||||||||
Passenger
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$
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1,571
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$
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1,551
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$
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4,536
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$
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4,455
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Other
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161
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|
|
136
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|
|
455
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|
367
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||||
Total operating revenues
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1,732
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1,687
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4,991
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4,822
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OPERATING EXPENSES
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||||||||
Aircraft fuel and related taxes
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293
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|
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342
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782
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1,048
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|
||||
Salaries, wages and benefits
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421
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389
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1,270
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|
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1,139
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||||
Landing fees and other rents
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98
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91
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276
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|
|
264
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|
||||
Depreciation and amortization
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102
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|
|
84
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|
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289
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|
|
252
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|
||||
Aircraft rent
|
28
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|
30
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|
84
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|
|
92
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|
||||
Sales and marketing
|
60
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|
|
69
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|
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197
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|
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199
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|
||||
Maintenance materials and repairs
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153
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132
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427
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371
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|
||||
Other operating expenses
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223
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|
|
199
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|
|
650
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571
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||||
Total operating expenses
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1,378
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1,336
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3,975
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3,936
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|
||||
OPERATING INCOME
|
354
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|
|
351
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1,016
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|
886
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|
||||
OTHER INCOME (EXPENSE)
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||||||||
Interest expense
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(28
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)
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(32
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)
|
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(85
|
)
|
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(98
|
)
|
||||
Capitalized interest
|
2
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|
|
2
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|
|
6
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|
|
6
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|
||||
Interest income and other
|
2
|
|
|
1
|
|
|
5
|
|
|
—
|
|
||||
Total other income (expense)
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(24
|
)
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(29
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)
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(74
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)
|
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(92
|
)
|
||||
INCOME BEFORE TAXES
|
330
|
|
|
322
|
|
|
942
|
|
|
794
|
|
||||
Income tax expense
|
131
|
|
|
124
|
|
|
363
|
|
|
307
|
|
||||
NET INCOME
|
$
|
199
|
|
|
$
|
198
|
|
|
$
|
579
|
|
|
$
|
487
|
|
|
|
|
|
|
|
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|
||||||||
EARNINGS PER COMMON SHARE:
|
|
|
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||||||||
Basic
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$
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0.61
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$
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0.63
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|
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$
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1.79
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$
|
1.55
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Diluted
|
$
|
0.58
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|
|
$
|
0.58
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|
|
$
|
1.70
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|
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$
|
1.42
|
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
NET INCOME
|
$
|
199
|
|
|
$
|
198
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $(4) and $3 of taxes in 2016 and 2015, respectively)
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(6
|
)
|
|
6
|
|
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Total other comprehensive income
|
(6
|
)
|
|
6
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|
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COMPREHENSIVE INCOME
|
$
|
193
|
|
|
$
|
204
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
NET INCOME
|
$
|
579
|
|
|
$
|
487
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $8 and $28 of taxes in 2016 and 2015, respectively)
|
13
|
|
|
45
|
|
||
Total other comprehensive income
|
13
|
|
|
45
|
|
||
COMPREHENSIVE INCOME
|
$
|
592
|
|
|
$
|
532
|
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
|
|||||||
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
579
|
|
|
$
|
487
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred income taxes
|
204
|
|
|
201
|
|
||
Depreciation
|
248
|
|
|
210
|
|
||
Amortization
|
41
|
|
|
42
|
|
||
Stock-based compensation
|
18
|
|
|
15
|
|
||
Gains on sale of assets and debt extinguishment
|
(4
|
)
|
|
(7
|
)
|
||
Collateral returned for derivative instruments
|
—
|
|
|
44
|
|
||
Changes in certain operating assets and liabilities
|
243
|
|
|
300
|
|
||
Other, net
|
(12
|
)
|
|
2
|
|
||
Net cash provided by operating activities
|
1,317
|
|
|
1,294
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(480
|
)
|
|
(493
|
)
|
||
Predelivery deposits for flight equipment
|
(118
|
)
|
|
(59
|
)
|
||
Purchase of held-to-maturity investments
|
(151
|
)
|
|
(340
|
)
|
||
Proceeds from the maturities of held-to-maturity investments
|
282
|
|
|
224
|
|
||
Purchase of available-for-sale securities
|
(507
|
)
|
|
(237
|
)
|
||
Proceeds from the sale of available-for-sale securities
|
345
|
|
|
140
|
|
||
Other, net
|
(1
|
)
|
|
2
|
|
||
Net cash used in investing activities
|
(630
|
)
|
|
(763
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of common stock
|
26
|
|
|
68
|
|
||
Repayment of long-term debt and capital lease obligations
|
(148
|
)
|
|
(232
|
)
|
||
Acquisition of Treasury Stock
|
(14
|
)
|
|
(164
|
)
|
||
Other, net
|
4
|
|
|
—
|
|
||
Net cash used in financing activities
|
(132
|
)
|
|
(328
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
555
|
|
|
203
|
|
||
Cash and cash equivalents at beginning of period
|
318
|
|
|
341
|
|
||
Cash and cash equivalents at end of period
|
$
|
873
|
|
|
$
|
544
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Available-for-sale securities
|
|
|
|
||||
Time deposits
|
$
|
145
|
|
|
$
|
125
|
|
Commercial paper
|
20
|
|
|
55
|
|
||
Treasury bills
|
252
|
|
|
75
|
|
||
Total available-for-sale securities
|
417
|
|
|
255
|
|
||
Held-to-maturity securities
|
|
|
|
||||
Corporate bonds
|
$
|
38
|
|
|
$
|
322
|
|
Treasury notes
|
181
|
|
|
30
|
|
||
Total held-to-maturity securities
|
219
|
|
|
352
|
|
||
Total investment securities
|
$
|
636
|
|
|
$
|
607
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
||||||||
Floating rate enhanced equipment notes
|
|
|
|
|
|
|
|
||||||||
Class G-1, due 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Class G-2, due 2016
|
185
|
|
|
185
|
|
|
185
|
|
|
184
|
|
||||
Fixed rate special facility bonds, due through 2036
|
43
|
|
|
47
|
|
|
43
|
|
|
45
|
|
||||
6.75% convertible debentures due in 2039
(1)
|
86
|
|
|
304
|
|
|
86
|
|
|
405
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
$
|
189
|
|
|
$
|
204
|
|
|
$
|
201
|
|
|
$
|
209
|
|
Floating rate equipment notes, due through 2025
|
177
|
|
|
180
|
|
|
193
|
|
|
195
|
|
||||
Fixed rate equipment notes, due through 2026
|
879
|
|
|
980
|
|
|
964
|
|
|
1,042
|
|
||||
Total
(2)
|
$
|
1,559
|
|
|
$
|
1,900
|
|
|
$
|
1,688
|
|
|
$
|
2,096
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
199
|
|
|
$
|
198
|
|
|
$
|
579
|
|
|
$
|
487
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Interest on convertible debt, net of income taxes and profit sharing
|
1
|
|
|
1
|
|
|
2
|
|
|
4
|
|
||||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
$
|
200
|
|
|
$
|
199
|
|
|
$
|
581
|
|
|
$
|
491
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
323.7
|
|
|
313.8
|
|
|
322.8
|
|
|
313.6
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Employee stock options, restricted stock units and stock purchase plan
|
1.8
|
|
|
2.6
|
|
|
2.0
|
|
|
2.9
|
|
||||
Convertible debt
|
17.6
|
|
|
27.1
|
|
|
17.6
|
|
|
29.3
|
|
||||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
343.1
|
|
|
343.5
|
|
|
342.4
|
|
|
345.8
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
||||
Fourth Quarter 2016
|
25
|
%
|
|
—
|
%
|
|
—
|
%
|
|
25
|
%
|
First Quarter 2017
|
11
|
%
|
|
—
|
%
|
|
—
|
%
|
|
11
|
%
|
Second Quarter 2017
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10
|
%
|
Third Quarter 2017
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10
|
%
|
Fourth Quarter 2017
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10
|
%
|
Fuel derivatives
|
September 30,
2016 |
|
December 31,
2015 |
||||
Asset fair value recorded in prepaid expense and other
(1)
|
$
|
14
|
|
|
$
|
—
|
|
Asset fair value recorded in other long term assets
(1)
|
$
|
3
|
|
|
$
|
—
|
|
Liability fair value recorded in other accrued liabilities
(1)
|
$
|
—
|
|
|
$
|
5
|
|
Longest remaining term (months)
|
15
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
3,045
|
|
|
900
|
|
||
Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months
|
$
|
16
|
|
|
$
|
(4
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Fuel derivatives
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
|
$
|
1
|
|
|
$
|
(27
|
)
|
|
$
|
1
|
|
|
$
|
(93
|
)
|
Gains on derivatives not qualifying for hedge accounting recognized in other expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Hedge (losses) gains on derivatives recognized in comprehensive income
|
(8
|
)
|
|
(18
|
)
|
|
23
|
|
|
(20
|
)
|
||||
Percentage of actual consumption economically hedged
|
24
|
%
|
|
14
|
%
|
|
8
|
%
|
|
18
|
%
|
|
Gross Amount of Recognized
|
|
Gross Amount of Cash Collateral
|
|
Net Amount Presented on Balance Sheet
|
||||||||||||||
Fuel derivatives
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
||||||||||
As of September 30, 2016
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
As of December 31, 2015
|
—
|
|
|
5
|
|
|
—
|
|
|
$
|
—
|
|
|
5
|
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
736
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
736
|
|
Available-for-sale investment securities
|
252
|
|
|
165
|
|
|
—
|
|
|
417
|
|
||||
Aircraft fuel derivatives
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
|
$
|
988
|
|
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
1,170
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147
|
|
Available-for-sale investment securities
|
75
|
|
|
180
|
|
|
—
|
|
|
255
|
|
||||
|
$
|
222
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
402
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
Aircraft Fuel Derivatives
(1)
|
|
Interest Rate Swaps
(2)
|
|
Total
|
||||||
Balance of accumulated gains (losses) at June 30, 2016
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
16
|
|
Reclassifications into earnings (net of $0 of taxes)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Change in fair value (net of $(4) of taxes)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance of accumulated gains at September 30, 2016
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
|
|
|
|
|
||||||
Balance of accumulated losses at June 30, 2015
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
Reclassifications into earnings (net of $10 of taxes)
|
17
|
|
|
—
|
|
|
17
|
|
|||
Change in fair value (net of $(7) of taxes)
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Balance of accumulated losses at September 30, 2015
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
Aircraft Fuel Derivatives
(1)
|
|
Interest Rate Swaps
(2)
|
|
Total
|
||||||
Balance of accumulated (losses) gains at December 31, 2015
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Reclassifications into earnings (net of $0 of taxes)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Change in fair value (net of $8 of taxes)
|
15
|
|
|
—
|
|
|
15
|
|
|||
Balance of accumulated gains at September 30, 2016
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
|
|
|
|
|
||||||
Balance of accumulated losses at December 31, 2014
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Reclassifications into earnings (net of $36 of taxes)
|
57
|
|
|
—
|
|
|
57
|
|
|||
Change in fair value (net of $(8) of taxes)
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Balance of accumulated losses at September 30, 2015
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
•
|
We had a
$45 million
increase
in operating revenue compared to the
third quarter
of
2015
due primarily to a
6.3%
increase
in capacity, partially offset by a
5.9%
decrease
in yield per passenger mile.
|
•
|
We generated
$1.3 billion
in cash from operations for the
nine months ended September 30, 2016
.
|
•
|
Operating expense per available seat mile
decrease
d by
3.1%
to
9.99 cent
s, primarily due to a significant decline in aircraft fuel expenses and an increase in available seat miles. Excluding fuel, profit sharing and related taxes, our cost per available seat mile
(1)
increase
d by
3.1%
.
|
•
|
Operating income was
$354 million
, an
increase
of
$3 million
over the comparable period in 2015. This increase was principally driven by a reduction in aircraft fuel expenses and higher revenue, partially offset by increases in most other expense categories.
|
(Revenues in millions; percent changes based on unrounded numbers)
|
Three months ended September 30,
|
|
Year-over-Year Change
|
||||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||
Passenger revenue
|
$
|
1,571
|
|
|
$
|
1,551
|
|
|
$
|
20
|
|
|
1.3
|
|
|
Other revenue
|
161
|
|
|
136
|
|
|
25
|
|
|
17.9
|
|
|
|||
Total operating revenues
|
$
|
1,732
|
|
|
$
|
1,687
|
|
|
$
|
45
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
157.87
|
|
|
$
|
167.96
|
|
|
$
|
(10.09
|
)
|
|
(6.0
|
)
|
|
Yield per passenger mile (cents)
|
13.20
|
|
|
14.02
|
|
|
(0.82
|
)
|
|
(5.9
|
)
|
|
|||
Passenger revenue per ASM (cents)
|
11.39
|
|
|
11.96
|
|
|
(0.57
|
)
|
|
(4.7
|
)
|
|
|||
Operating revenue per ASM (cents)
|
12.55
|
|
|
13.01
|
|
|
(0.46
|
)
|
|
(3.5
|
)
|
|
|||
Average stage length (miles)
|
1,091
|
|
|
1,094
|
|
|
(3
|
)
|
|
(0.3
|
)
|
|
|||
Revenue passengers (thousands)
|
9,953
|
|
|
9,237
|
|
|
716
|
|
|
7.7
|
|
|
|||
Revenue passenger miles (millions)
|
11,905
|
|
|
11,063
|
|
|
842
|
|
|
7.6
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
13,796
|
|
|
12,976
|
|
|
820
|
|
|
6.3
|
|
|
|||
Load Factor
|
86.3
|
%
|
|
85.3
|
%
|
|
|
|
1.0
|
|
pts.
|
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
Three Months Ended September 30,
|
|
Year-over-Year Change
|
|
Cents per ASM
|
||||||||||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
$
|
293
|
|
|
$
|
342
|
|
|
$
|
(49
|
)
|
|
(14.4
|
)%
|
|
2.13
|
|
|
2.63
|
|
|
(19.4
|
)%
|
Salaries, wages and benefits
|
421
|
|
|
389
|
|
|
32
|
|
|
8.0
|
|
|
3.05
|
|
|
3.00
|
|
|
1.6
|
|
|||
Landing fees and other rents
|
98
|
|
|
91
|
|
|
7
|
|
|
8.2
|
|
|
0.71
|
|
|
0.70
|
|
|
1.7
|
|
|||
Depreciation and amortization
|
102
|
|
|
84
|
|
|
18
|
|
|
21.0
|
|
|
0.73
|
|
|
0.65
|
|
|
13.8
|
|
|||
Aircraft rent
|
28
|
|
|
30
|
|
|
(2
|
)
|
|
(8.5
|
)
|
|
0.20
|
|
|
0.23
|
|
|
(13.9
|
)
|
|||
Sales and marketing
|
60
|
|
|
69
|
|
|
(9
|
)
|
|
(12.1
|
)
|
|
0.44
|
|
|
0.53
|
|
|
(17.3
|
)
|
|||
Maintenance materials and repairs
|
153
|
|
|
132
|
|
|
21
|
|
|
15.9
|
|
|
1.11
|
|
|
1.02
|
|
|
9.0
|
|
|||
Other operating expenses
|
223
|
|
|
199
|
|
|
24
|
|
|
11.7
|
|
|
1.62
|
|
|
1.54
|
|
|
5.1
|
|
|||
Total operating expenses
|
$
|
1,378
|
|
|
$
|
1,336
|
|
|
$
|
42
|
|
|
3.0
|
%
|
|
9.99
|
|
|
10.30
|
|
|
(3.1
|
)%
|
(Revenues in millions; percent changes based on unrounded numbers)
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
||||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||
Passenger revenue
|
$
|
4,536
|
|
|
$
|
4,455
|
|
|
$
|
81
|
|
|
1.8
|
|
|
Other revenue
|
455
|
|
|
367
|
|
|
88
|
|
|
24.0
|
|
|
|||
Total operating revenues
|
$
|
4,991
|
|
|
$
|
4,822
|
|
|
$
|
169
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
157.88
|
|
|
$
|
170.12
|
|
|
$
|
(12.24
|
)
|
|
(7.2
|
)
|
|
Yield per passenger mile (cents)
|
13.17
|
|
|
14.30
|
|
|
(1.13
|
)
|
|
(7.9
|
)
|
|
|||
Passenger revenue per ASM (cents)
|
11.22
|
|
|
12.16
|
|
|
(0.94
|
)
|
|
(7.7
|
)
|
|
|||
Operating revenue per ASM (cents)
|
12.35
|
|
|
13.16
|
|
|
(0.81
|
)
|
|
(6.2
|
)
|
|
|||
Average stage length (miles)
|
1,099
|
|
|
1,092
|
|
|
7
|
|
|
0.6
|
|
|
|||
Revenue passengers (thousands)
|
28,731
|
|
|
26,190
|
|
|
2,541
|
|
|
9.7
|
|
|
|||
Revenue passenger miles (millions)
|
34,434
|
|
|
31,157
|
|
|
3,277
|
|
|
10.5
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
40,421
|
|
|
36,632
|
|
|
3,789
|
|
|
10.3
|
|
|
|||
Load Factor
|
85.2
|
%
|
|
85.1
|
%
|
|
|
|
0.1
|
|
pts.
|
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
|
Cents per ASM
|
||||||||||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
$
|
782
|
|
|
$
|
1,048
|
|
|
$
|
(266
|
)
|
|
(25.4
|
)%
|
|
1.94
|
|
|
2.87
|
|
|
(32.4
|
)%
|
Salaries, wages and benefits
|
1,270
|
|
|
1,139
|
|
|
131
|
|
|
11.5
|
|
|
3.14
|
|
|
3.11
|
|
|
1.0
|
|
|||
Landing fees and other rents
|
276
|
|
|
264
|
|
|
12
|
|
|
4.5
|
|
|
0.68
|
|
|
0.72
|
|
|
(5.3
|
)
|
|||
Depreciation and amortization
|
289
|
|
|
252
|
|
|
37
|
|
|
14.4
|
|
|
0.71
|
|
|
0.69
|
|
|
3.7
|
|
|||
Aircraft rent
|
84
|
|
|
92
|
|
|
(8
|
)
|
|
(9.3
|
)
|
|
0.21
|
|
|
0.25
|
|
|
(17.8
|
)
|
|||
Sales and marketing
|
197
|
|
|
199
|
|
|
(2
|
)
|
|
(0.9
|
)
|
|
0.49
|
|
|
0.54
|
|
|
(10.2
|
)
|
|||
Maintenance materials and repairs
|
427
|
|
|
371
|
|
|
56
|
|
|
15.1
|
|
|
1.05
|
|
|
1.01
|
|
|
4.3
|
|
|||
Other operating expenses
|
650
|
|
|
571
|
|
|
79
|
|
|
14.0
|
|
|
1.61
|
|
|
1.56
|
|
|
3.3
|
|
|||
Total operating expenses
|
$
|
3,975
|
|
|
$
|
3,936
|
|
|
$
|
39
|
|
|
1.0
|
%
|
|
9.83
|
|
|
10.75
|
|
|
(8.5
|
)%
|
|
Three Months Ended September 30,
|
|
Year-over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
|
|||||||||||||||
(percent changes based on unrounded numbers)
|
2016
|
|
2015
|
|
%
|
|
2016
|
|
2015
|
|
%
|
|
|||||||||||
Operational Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
9,953
|
|
|
9,237
|
|
|
7.7
|
|
|
|
28,731
|
|
|
26,190
|
|
|
9.7
|
|
|
||||
Revenue passenger miles (RPMs) (millions)
|
11,905
|
|
|
11,063
|
|
|
7.6
|
|
|
|
34,434
|
|
|
31,157
|
|
|
10.5
|
|
|
||||
Available seat miles (ASMs) (millions)
|
13,796
|
|
|
12,976
|
|
|
6.3
|
|
|
|
40,421
|
|
|
36,632
|
|
|
10.3
|
|
|
||||
Load factor
|
86.3
|
%
|
|
85.3
|
%
|
|
1.0
|
|
pts
|
|
85.2
|
%
|
|
85.1
|
%
|
|
0.1
|
|
pts
|
||||
Aircraft utilization (hours per day)
|
12.2
|
|
|
12.2
|
|
|
—
|
|
|
|
12.2
|
|
|
12.0
|
|
|
1.7
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average fare
|
$
|
157.87
|
|
|
$
|
167.96
|
|
|
(6.0
|
)
|
|
|
$
|
157.88
|
|
|
$
|
170.12
|
|
|
(7.2
|
)
|
|
Yield per passenger mile (cents)
|
13.20
|
|
|
14.02
|
|
|
(5.9
|
)
|
|
|
13.17
|
|
|
14.30
|
|
|
(7.9
|
)
|
|
||||
Passenger revenue per ASM (cents)
|
11.39
|
|
|
11.96
|
|
|
(4.7
|
)
|
|
|
11.22
|
|
|
12.16
|
|
|
(7.7
|
)
|
|
||||
Operating revenue per ASM (cents)
|
12.55
|
|
|
13.01
|
|
|
(3.5
|
)
|
|
|
12.35
|
|
|
13.16
|
|
|
(6.2
|
)
|
|
||||
Operating expense per ASM (cents)
|
9.99
|
|
|
10.30
|
|
|
(3.1
|
)
|
|
|
9.83
|
|
|
10.75
|
|
|
(8.5
|
)
|
|
||||
Operating expense per ASM, excluding fuel and related taxes (cents)
|
7.86
|
|
|
7.67
|
|
|
2.5
|
|
|
|
7.89
|
|
|
7.88
|
|
|
0.2
|
|
|
||||
Operating expense per ASM, excluding fuel, profit sharing and related taxes (cents)
(1)
|
7.53
|
|
|
7.31
|
|
|
3.1
|
|
|
|
7.55
|
|
|
7.59
|
|
|
(0.4
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Departures
|
86,801
|
|
|
82,989
|
|
|
4.6
|
|
|
|
253,325
|
|
|
236,370
|
|
|
7.2
|
|
|
||||
Average stage length (miles)
|
1,091
|
|
|
1,094
|
|
|
(0.3
|
)
|
|
|
1,099
|
|
|
1,092
|
|
|
0.6
|
|
|
||||
Average number of operating aircraft during period
|
219.6
|
|
|
209.0
|
|
|
5.1
|
|
|
|
217.8
|
|
|
206.3
|
|
|
5.6
|
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
$
|
1.48
|
|
|
$
|
1.85
|
|
|
(20.0
|
)
|
|
|
$
|
1.37
|
|
|
$
|
2.01
|
|
|
(32.0
|
)
|
|
Fuel gallons consumed (millions)
|
198
|
|
|
185
|
|
|
7.0
|
|
|
|
573
|
|
|
522
|
|
|
9.8
|
|
|
||||
Average number of full-time equivalent crewmembers
|
|
|
|
|
|
|
|
15,521
|
|
|
14,418
|
|
|
7.7
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Debt and capital lease obligations
(1)
|
$
|
1,960
|
|
|
$
|
323
|
|
|
$
|
245
|
|
|
$
|
243
|
|
|
$
|
254
|
|
|
$
|
208
|
|
|
$
|
687
|
|
Lease commitments
|
1,381
|
|
|
47
|
|
|
181
|
|
|
174
|
|
|
146
|
|
|
123
|
|
|
710
|
|
|||||||
Flight equipment purchase obligations
|
8,321
|
|
|
252
|
|
|
1,066
|
|
|
897
|
|
|
1,345
|
|
|
1,571
|
|
|
3,190
|
|
|||||||
Other obligations
(2)
|
3,931
|
|
|
598
|
|
|
607
|
|
|
609
|
|
|
637
|
|
|
461
|
|
|
1,019
|
|
|||||||
Total
|
$
|
15,593
|
|
|
$
|
1,220
|
|
|
$
|
2,099
|
|
|
$
|
1,923
|
|
|
$
|
2,382
|
|
|
$
|
2,363
|
|
|
$
|
5,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
October 28, 2016
|
|
|
|
By:
|
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
Exhibit Number
|
|
Exhibit
|
10.1
(1)
|
|
Amendment No. 3 to Airbus A320 Family Purchase Agreement, dated as of July 26, 2016, between Airbus S.A.S. and JetBlue Airways Corporation
|
10.2
(1)
|
|
Amendment No. 4 to Airbus A320 Family Purchase Agreement, dated as of July 26, 2016, between Airbus S.A.S. and JetBlue Airways Corporation, including Amended and Restated Letter Agreements 1, 2, 3 and 6 and Letter Agreement 9, each dated as of the same date
|
10.3
(1)
|
|
Amendment No. 5 to Airbus A320 Family Purchase Agreement, dated as of August 9, 2016, between Airbus S.A.S. and JetBlue Airways Corporation
|
10.4
|
|
Senior Advisor Agreement, dated September 13, 2016, between JetBlue Airways Corporation and Mark D. Powers.
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
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
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
|
In accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended, portions of this agreement were omitted and a complete copy of this agreement has been provided to the Securities and Exchange Commission pursuant to the Company's Confidential Treatment Request.
|
1.
|
AIRCRAFT SPECIFICATIONS
|
1.1
|
Clause 0 of the Agreement is hereby amended to modify, add or replace the following quoted terms:
|
1.2
|
Clause 2.1.2 of the Agreement is hereby deleted and replaced by the following quoted text:
|
2.1.2
|
NEO Aircraft Specification
|
(i)
|
A319 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and
|
(ii)
|
A320 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and
|
(iii)
|
A321 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
|
1.3
|
Clauses 3.1.3, 3.1.4, 3.1.9, 3.1.10, 3.1.11 and 3.1.12 of the Agreement are hereby deleted and replaced by the following quoted text:
|
(i)
|
the base price of the A320 NEO Airframe as defined in the A320 NEO Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
INTENTIONALLY LEFT BLANK
|
(iii)
|
the sum of the base prices of any and all additional SCNs set forth in Exhibit B4, which is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
|
3.1.4
|
The A320 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in A320 Family Base Period.
|
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)
|
INTENTIONALLY LEFT BLANK
|
(iii)
|
the sum of the base prices of any and all additional SCNs set forth in Appendix 3 to Letter Agreement No. 3 of the Agreement, which is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP 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)
|
INTENTIONALLY LEFT BLANK
|
(iii)
|
the sum of the base prices of any and all additional SCNs set forth in Appendix 4 to Letter Agreement No. 3 of the Agreement, which is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
|
3.1.12
|
The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
|
1.4
|
Clause 1 of Letter Agreement No. 5C is hereby deleted and replaced by the following quoted text:
|
1.5
|
Clause 1 of Letter Agreement No. 5D is hereby deleted and replaced by the following quoted text:
|
i)
|
installation of IAE LLC PW1127G-JM
engines
|
1.6
|
Clause 1 of Letter Agreement No. 5E is hereby deleted and replaced by the following quoted text:
|
1.7
|
Clause 1 of Letter Agreement No. 5F is hereby deleted and replaced by the following quoted text:
|
4.1
|
The last sentence of Clause 18.1.2.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:
|
4.3
|
New Clauses 18.1.4(b) and 18.1.4(c) are added to the Agreement after Clause 18.1.4(a) as set forth in the following quoted text:
|
(b)
|
BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4(a), will be shipped according to the Incoterms 2010 “[***]” to:
|
(c)
|
The Buyer acknowledges and agrees that, under the provisions of this Clause 18.1.4, the Buyer is the importer of record of BFE and, as such, is responsible for ensuring that all BFE shipments are compliant with United States customs regulations. Without prejudice to the foregoing, certain BFE for Aircraft delivering out of Mobile, Alabama shall be delivered to the Seller’s facilities in Europe for, inter alia, integration into other equipment and the Buyer shall in such cases be responsible for ensuring that the Seller can comply with all United States customs regulations at the time of shipment of such BFE from Europe to Mobile, Alabama.
|
8.
|
INTENTIONALLY LEFT BLANK
|
9.
|
CUSTOMIZATION EXHIBITS
|
10.
|
EFFECT OF THE AMENDMENT
|
11.
|
CONFIDENTIALITY
|
12.
|
ASSIGNMENT
|
13.
|
COUNTERPARTS
|
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, fifteen (15) Additional A321 Aircraft and fifteen (15) Additional 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 each of the Additional 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 each of the Additional A321 NEO Aircraft.
|
2.4
|
The Additional A321 Aircraft and Additional 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.
|
2.5
|
[***], the Seller will undertake reasonable efforts to [***].
|
4.1
|
The base price of each Additional A321 Airframe (the “
Base Price of the Additional A321 Airframe
”) is the same as the Base Price of the A321 Backlog Airframe set forth in Clause 3.1.5 of the Agreement.
|
4.2
|
The base price of each Additional A321 NEO Airframe (the “
Base Price of the Additional A321 NEO Airframe
”) is the same as the Base Price of the A321 NEO Airframe as set forth in Clause 3.1.11 of the Agreement.
|
5.1
|
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402139 is hereby amended from [***] 2019 to [***] 2019.
|
5.2
|
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402140 is hereby amended from [***] 2019 to [***] 2019.
|
5.3
|
The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002781 is hereby amended from [***] 2019 to [***] 2019.
|
5.4
|
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.
|
9.1.2
|
In respect of each Aircraft corresponding to a Scheduled Delivery Quarter as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Month no later than (i) [***] before [***] in respect of Additional A321 Aircraft and (ii) [***] before [***] for all other Aircraft, [***].
|
7.2
|
Clause 11.1 of the Agreement is deleted in its entirety and replaced with the Clause 11.1 set forth below between QUOTE and UNQUOTE:
|
7.3
|
The Amended and Restated Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.
|
7.4
|
The Amended and Restated Letter Agreement No. 2 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 2 attached hereto.
|
7.5
|
The Amended and Restated Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.
|
7.6
|
The Amended and Restated Letter Agreement No. 6 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 6 attached hereto.
|
7.7
|
All references to Pratt and Whitney in the Agreement shall henceforth be deemed to be references to International Aero Engines, LLC (“
IAE LLC
”).
|
7.8
|
All references in Exhibit C to the US Bureau of Labor Statistics Material Index published in “PPI Detailed report” found in Table 6 shall be deemed references to the same report now listed in Table 9.
|
8.1
|
The Predelivery Payments for the Additional A321 Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.5 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement dated as of even date herewith.
|
8.2
|
The Predelivery Payments for the Additional A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.6 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement dated as of even date herewith.
|
8.3
|
The purchase incentives for the Additional A321 Aircraft are as set forth in Paragraphs 9.1 through 9.3 of Amended and Restated Letter Agreement No. 1 to the Agreement dated as of even date herewith.
|
8.4
|
The purchase incentives for the Additional A321 NEO Aircraft are as set forth in Paragraphs 10.1 through 10.3 of Amended and Restated Letter Agreement No. 1 to the Agreement dated as of even date herewith.
|
8.5
|
The [***] applicable to the Additional A321 Aircraft and the Additional A321 NEO Aircraft is as set forth in Paragraph 12 of Amended and Restated Letter Agreement No. 1 to the Agreement.
|
8.6
|
[***]
|
8.7
|
[***]
|
8.8
|
The Delivery Schedule for the Additional A321 Aircraft and Additional A321 NEO Aircraft [***] as set forth in Clauses 8.6 and 8.7 above.
|
8.9
|
The Buyer hereby irrevocably selects IAE V2533-A5 engines as the Propulsion System for all Additional A321 Aircraft.
|
9
|
EFFECT OF THE AMENDMENT
|
10
|
CONFIDENTIALITY
|
11
|
ASSIGNMENT
|
12
|
COUNTERPARTS
|
|
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
|
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
|
10002716
|
155
|
Incremental A321 Aircraft
|
[***]
|
2015
|
35
|
159 920
|
156
|
A321 Backlog Aircraft
|
[***]
|
2015
|
36
|
10002752
|
157
|
Incremental A321 Aircraft
|
[***]
|
2015
|
37
|
159 911
|
158
|
A321 Backlog Aircraft
|
[***]
|
2016
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
38
|
159 912
|
159
|
A321 Backlog Aircraft
|
[***]
|
2016
|
39
|
159 917
|
160
|
A321 Backlog Aircraft
|
[***]
|
2016
|
40
|
159 918
|
161
|
A321 Backlog Aircraft
|
[***]
|
2016
|
41
|
159 926
|
162
|
A321 Backlog Aircraft
|
[***]
|
2016
|
42
|
159 927
|
163
|
A321 Backlog Aircraft
|
[***]
|
2016
|
43
|
159 928
|
164
|
A321 Backlog Aircraft
|
[***]
|
2016
|
44
|
159 952
|
165
|
A321 Backlog Aircraft
|
[***]
|
2016
|
45
|
159 953
|
166
|
A321 Backlog Aircraft
|
[***]
|
2016
|
46
|
159 934
|
167
|
A321 Backlog Aircraft
|
[***]
|
2016
|
47
|
159 922
|
168
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
48
|
159 954
|
169
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
49
|
159 955
|
170
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
50
|
159 921
|
171
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
51
|
104 440
|
172
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
52
|
104 442
|
173
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
53
|
|
249
|
Additional A321 Aircraft
|
[***]
|
2017
|
54
|
159 909
|
174
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
55
|
|
250
|
Additional A321 Aircraft
|
[***]
|
2017
|
56
|
10002770
|
175
|
Incremental A321 Aircraft
|
[***]
|
2017
|
57
|
|
251
|
Additional A321 Aircraft
|
[***]
|
2017
|
58
|
10002771
|
176
|
Incremental A321 Aircraft
|
[***]
|
2017
|
59
|
|
252
|
Additional A321 Aircraft
|
[***]
|
2017
|
60
|
10002772
|
177
|
Incremental A321 Aircraft
|
[***]
|
2017
|
61
|
|
253
|
Additional A321 Aircraft
|
[***]
|
2017
|
62
|
159 910
|
178
|
Converted A321 Backlog Aircraft
|
[***]
|
2018
|
63
|
|
254
|
Additional A321 Aircraft
|
[***]
|
2018
|
64
|
402 132
|
179
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
65
|
402 133
|
180
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
66
|
402 134
|
181
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
67
|
402 135
|
182
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
68
|
402 136
|
183
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
69
|
10002778
|
184
|
Incremental A321 NEO Aircraft
|
[***]
|
2018
|
70
|
|
255
|
Additional A321 Aircraft
|
[***]
|
2018
|
71
|
|
256
|
Additional A321 Aircraft
|
[***]
|
2018
|
72
|
|
257
|
Additional A321 Aircraft
|
[***]
|
2018
|
73
|
402 137
|
185
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
74
|
402 138
|
186
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
75
|
|
258
|
Additional A321 Aircraft
|
[***]
|
2019
|
76
|
|
259
|
Additional A321 Aircraft
|
[***]
|
2019
|
77
|
|
260
|
Additional A321 Aircraft
|
[***]
|
2019
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
78
|
|
261
|
Additional A321 Aircraft
|
[***]
|
2019
|
79
|
402 141
|
189
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
80
|
10002779
|
190
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
81
|
10002780
|
191
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
82
|
|
262
|
Additional A321 Aircraft
|
[***]
|
2019
|
83
|
|
263
|
Additional A321 Aircraft
|
[***]
|
2019
|
84
|
402 139
|
187
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
85
|
402 140
|
188
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
86
|
10002782
|
193
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
87
|
10002783
|
194
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
88
|
10002784
|
195
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
89
|
10002781
|
192
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
90
|
10002785
|
196
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
91
|
10002786
|
197
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
92
|
10002787
|
198
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
93
|
10002788
|
199
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
94
|
10002756
|
200
|
A321 NEO Aircraft
|
[***]
|
2020
|
95
|
10002760
|
201
|
A321 NEO Aircraft
|
[***]
|
2020
|
96
|
10002764
|
202
|
A321 NEO Aircraft
|
[***]
|
2020
|
97
|
10002789
|
203
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
98
|
10002790
|
204
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
99
|
10002791
|
205
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
100
|
10002792
|
206
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
101
|
|
264
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
102
|
10009793
|
207
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
103
|
10002794
|
208
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
104
|
402 142
|
209
|
A320 NEO Aircraft
|
[***]
|
2020
|
105
|
402 143
|
210
|
A320 NEO Aircraft
|
[***]
|
2020
|
106
|
|
265
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
107
|
402 144
|
211
|
A320 NEO Aircraft
|
[***]
|
2020
|
108
|
402 145
|
212
|
A320 NEO Aircraft
|
[***]
|
2020
|
109
|
402 146
|
213
|
A320 NEO Aircraft
|
[***]
|
2020
|
110
|
402 147
|
214
|
A320 NEO Aircraft
|
[***]
|
2020
|
111
|
|
266
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
112
|
402 151
|
215
|
A320 NEO Aircraft
|
[***]
|
2021
|
113
|
402 152
|
216
|
A320 NEO Aircraft
|
[***]
|
2021
|
114
|
402 153
|
217
|
A320 NEO Aircraft
|
[***]
|
2021
|
115
|
402 154
|
218
|
A320 NEO Aircraft
|
[***]
|
2021
|
116
|
|
267
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
117
|
402 155
|
219
|
A320 NEO Aircraft
|
[***]
|
2021
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
118
|
402 156
|
220
|
A320 NEO Aircraft
|
[***]
|
2021
|
119
|
402 157
|
221
|
A320 NEO Aircraft
|
[***]
|
2021
|
120
|
402 158
|
222
|
A320 NEO Aircraft
|
[***]
|
2021
|
121
|
|
268
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
122
|
402 159
|
223
|
A320 NEO Aircraft
|
[***]
|
2021
|
123
|
402 160
|
224
|
A320 NEO Aircraft
|
[***]
|
2021
|
124
|
402 161
|
225
|
A320 NEO Aircraft
|
[***]
|
2021
|
125
|
402 162
|
226
|
A320 NEO Aircraft
|
[***]
|
2021
|
126
|
|
269
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
127
|
402 163
|
227
|
A320 NEO Aircraft
|
[***]
|
2021
|
128
|
402 164
|
228
|
A320 NEO Aircraft
|
[***]
|
2021
|
129
|
402 165
|
229
|
A320 NEO Aircraft
|
[***]
|
2021
|
130
|
402 166
|
230
|
A320 NEO Aircraft
|
[***]
|
2021
|
131
|
|
270
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
132
|
402 148
|
231
|
A320 NEO Aircraft
|
[***]
|
2022
|
133
|
402 149
|
232
|
A320 NEO Aircraft
|
[***]
|
2022
|
134
|
402 150
|
233
|
A320 NEO Aircraft
|
[***]
|
2022
|
135
|
10002765
|
234
|
A321 NEO Aircraft
|
[***]
|
2022
|
136
|
|
271
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
137
|
10002766
|
235
|
A321 NEO Aircraft
|
[***]
|
2022
|
138
|
10002767
|
236
|
A321 NEO Aircraft
|
[***]
|
2022
|
139
|
10002768
|
237
|
A321 NEO Aircraft
|
[***]
|
2022
|
140
|
10002769
|
238
|
A321 NEO Aircraft
|
[***]
|
2022
|
141
|
|
272
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
142
|
10002773
|
239
|
A321 NEO Aircraft
|
[***]
|
2022
|
143
|
10002774
|
240
|
A321 NEO Aircraft
|
[***]
|
2022
|
144
|
402 127
|
241
|
A321 NEO Aircraft
|
[***]
|
2022
|
145
|
402 128
|
242
|
A321 NEO Aircraft
|
[***]
|
2022
|
146
|
|
273
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
147
|
402 129
|
243
|
A321 NEO Aircraft
|
[***]
|
2022
|
148
|
402 130
|
244
|
A321 NEO Aircraft
|
[***]
|
2022
|
149
|
402 131
|
245
|
A321 NEO Aircraft
|
[***]
|
2022
|
150
|
10002775
|
246
|
Incremental A321 NEO Aircraft
|
[***]
|
2022
|
151
|
|
274
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
152
|
10002776
|
247
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
153
|
|
275
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
154
|
|
276
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
155
|
10002777
|
248
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
156
|
|
277
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
157
|
|
278
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
(i)
|
[***]
|
(ii)
|
[***]
|
1
|
PREDELIVERY PAYMENTS
|
1.1
|
For each Backlog Aircraft (excluding all Incremental A321 Aircraft and all 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 in [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.2
|
For each NEO Aircraft (excluding all Incremental A321 NEO Aircraft, all Converted A321 NEO Aircraft, all Additional A321 NEO Aircraft and all A321 LR 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:
|
1.3
|
For each Incremental A321 Aircraft and each 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 in [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.4
|
For each Incremental A321 NEO Aircraft and each 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:
|
1.5
|
For each Additional A321 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 Additional A321 Aircraft to be delivered in [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.6
|
For each Additional 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:
|
5.3.2
|
The Predelivery Payment Reference Price for an Additional A321 NEO Aircraft to be delivered in [***] is determined in accordance with the following formula:
|
5.3.3
|
Predelivery Payments will be paid according to the following schedule.
|
1.7
|
[***] for each such Converted A321 LR 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:
|
2.
|
[***]
|
5.3.5
|
[***]
|
4
|
ASSIGNMENT
|
5
|
CONFIDENTIALITY
|
6
|
COUNTERPARTS
|
2
|
[***]
|
2.1
|
[***]
|
2.3.1
|
Intentionally Left Blank
|
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 and Additional A321 NEO Aircraft.
|
2.3.5
|
The A321 LR Aircraft SCN List, as set forth in Appendix 5 to this Letter Agreement, is hereby incorporated into the Agreement.
|
2.3.6
|
Clause 2.1.2(iv) is hereby added to the Agreement to read as set forth in the following quoted text:
|
2.3.7
|
Clause 2.1.2.2 of the Agreement is deleted in its entirety and in replaced with the following Clause 2.1.2.2 to read as set forth in the following quoted text:
|
2.1.2.2
|
CabinFlex Door Configuration
|
2.3.2
|
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-1A26 engines with an AET of 26,600 lbf or (ii) PW1127G-JM engines with an AET of 26,800 lbf (each, the “
A320 NEO Propulsion System
”).
|
3.2
|
New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:
|
2.3.4
|
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP 1A32 engines with an AET of 32,100 lbf or (ii) PW1133G-JM 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 1A24 engines with an AET of 24,400 lbf or (ii) PW1124G-JM engines with an AET of 24,500 lbf (each, the “
A319 NEO Propulsion System
”).
|
2.3.8
|
The A321 LR Airframe will be equipped with either a set of two (2) (i) CFM LEAP 1A33 engines with an AET of 32,900 lbf or (ii) PW1133G-JM engines with an AET of 32,700 lbf (each, the “
A321 LR Propulsion System
”).
|
3.5
|
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 IAE LLC 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 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:
|
3.1.13
|
The “
Base Price of the
A321 LR Airframe”
is the sum of the following base prices
:
|
(i)
|
the base price of the A321 LR Airframe as defined in the A321 Standard Specification including nacelles and thrust reversers, the transatlantic package with [***] ACTs, [***] MTOW as per Clause 2.1.1 (vii) and excluding Buyer Furnished Equipment, which is:
|
(ii)
|
Intentionally left blank
|
(iii)
|
the sum of the base prices of any and all SCNs set forth in Appendix 5 to this Letter Agreement No.3, which is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
|
3.1.14
|
The A321 LR Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
|
3.2.6
|
(i) the base price of a set of two (2) CFM LEAP 1A24 engines (the “
CFM LEAP 1A24 Propulsion System
” is
|
(ii)
|
the base price of a set of two (2) CFM LEAP 1A32 engines (the “
CFM LEAP 1A32 Propulsion System
”) is
|
(iii)
|
the base price of a set of two (2) CFM LEAP 1A33 engines (the “
CFM LEAP 1A33 Propulsion System
”) is
|
3.2.7
|
(i) the base price of a set of two (2) PW1124G-JM engines (the “
PW1124G-JM Propulsion System
”) is
|
(ii)
|
the base price of a set of two (2) PW1133G-JM engines (the “
PW1133G-JM 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, Converted A321 NEO Aircraft, Additional A321 NEO Aircraft and A321 LR 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 Predelivery Payments for Converted A321 Backlog Aircraft and Incremental A321 Aircraft, is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.4
|
The Predelivery Payments for Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.5
|
The Predelivery Payments for Additional A321 Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.5 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.6
|
The Predelivery Payments for Additional A321 NEO Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.6 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.7
|
The Predelivery Payments for A321 LR Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.7 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.9
|
The purchase incentives applicable to the Additional A321 Aircraft are set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.
|
5.10
|
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.
|
5.11
|
The purchase incentives applicable to the Additional A321 NEO Aircraft are set forth in Paragraph 10 of Letter Agreement No. 1 to the Agreement.
|
5.12
|
The purchase incentives applicable to the Converted A321 LR Aircraft are set forth in Paragraphs 11.1 through 11.4 of Letter Agreement No. 1 to the Agreement.
|
5.13
|
The [***] applicable to the A319 NEO Aircraft, the A321 NEO Aircraft and A321 LR Aircraft is set forth in Paragraph 12 of Letter Agreement No. 1 to the Agreement.
|
6.1
|
Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***].
|
6.2
|
If the Seller exercises its right pursuant to Paragraph 6.1 above, [***].
|
6.3
|
Between [***] and [***], the [***].
|
6.4
|
Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].
|
8
|
ASSIGNMENT
|
|
|
A320-200 NEO
|
|
|
ATA
|
TITLE
|
SCN Budget
$ [***] per aircraft |
Estimated BFE Budget
$ [***] per aircraft |
Comments
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
|
ATA
|
TITLE
|
SCN Budget
$ [***] per aircraft |
Estimated BFE Budget
$ [***] per aircraft |
Comments
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
TOTAL OF SCNS AND ESTIMATED BFE BUDGET - $
[***]
PER AIRCRAFT
|
[***]
|
[***]
|
|
(*) :
|
The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
|
(**) :
|
[***]
.
|
A321 LR
Customization SCN budget
JETBLUE AIRWAYS CORPORATION
based on A321 – 200 NX Standard Specification 1.0 dated 22
nd
April 2016
|
|||
|
|||
EPA/TDU
|
Title
|
Estimated SCN budget Price (USD) per A/C
[***]
|
Comments
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|||
[***]
|
[***]
|
[***]
|
|
[***]
|
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[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
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[***]
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[***]
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[***]
|
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
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[***]
|
[***]
|
[***]
|
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[***]
|
[***]
|
[***]
|
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[***]
|
|
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[***]
|
[***]
|
[***]
|
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[***]
|
|
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[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
|
|
|
[***]
|
[***]
|
[***]
|
|
|
|
|
|
|
TOTAL SCN budget per A/C –
[***]
|
$
[***]
|
|
12.1.3
|
The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that
[***]
(the “
Warranty Period
”).
|
2.1
|
For Backlog Aircraft (including Converted A321 Backlog Aircraft), Incremental A321 Aircraft and Additional Aircraft,
Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
|
14.5
|
Revision Service
|
2.2
|
For NEO Aircraft (including [***] but excluding all Additional 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:
|
14.5
|
Revision Service
|
2
|
For the sake of clarification, such Seller Representatives’ services will include initial Aircraft Entry Into Service (“
EIS
”) assistance and sustaining support services.
|
3
|
The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, but will at no time exceed three (3) Seller Representatives.
|
6.
|
[***]
|
7.
|
ASSIGNMENT
|
8.
|
CONFIDENTIALITY
|
9.
|
COUNTERPARTS
|
1.
|
[***]
|
2
|
ASSIGNMENT
|
4
|
COUNTERPARTS
|
1.1
|
The Buyer and the Seller hereby agree to irrevocably:
|
(a)
|
reschedule each of the three (3) Converted A321 NEO Aircraft identified with CACiDs 402 132, 402 133 and 402 134 currently scheduled for delivery in [***], [***], [***] and [***] 2018 respectively to be scheduled for delivery in [***] (for 402 132) and [***] (for 402 133 and 402 134) of 2019, and
|
(b)
|
reschedule each of the three (3) Additional A321 Aircraft identified with Aircraft Rank Numbers 261, 262 and 263 currently scheduled for delivery in [***] 2019 to be scheduled for delivery in [***], [***] and [***] 2018 respectively,
|
CACiD
|
Aircraft Rank No.
|
Original Delivery Schedule
|
Revised Delivery Schedule
|
Aircraft Type
|
402 132
|
179
|
[***] 2018
|
[***] 2019
|
Converted A321 NEO Aircraft
|
402 133
|
180
|
[***] 2018
|
[***] 2019
|
Converted A321 NEO Aircraft
|
402 134
|
181
|
[***] 2018
|
[***] 2019
|
Converted A321 NEO Aircraft
|
10054100
|
261
|
[***] 2019
|
[***] 2018
|
Additional A321Aircraft
|
10054101
|
262
|
[***] 2019
|
[***] 2018
|
Additional A321Aircraft
|
10054102
|
263
|
[***] 2019
|
[***] 2018
|
Additional A321Aircraft
|
1.2
|
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 rescheduling set forth in Clause 1.1 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such rescheduling, 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 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.
|
1.3
|
Without prejudice to Clause 1.2, 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 rescheduling in Clause 1.1 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 1.3 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.
|
3.1
|
Clause 2.1.2.2 of the Agreement is deleted in its entirety and in replaced with the following Clause 2.1.2.2 to read as set forth in the following quoted text:
|
2.1.2.2
|
CabinFlex Door Configuration
|
4
|
EFFECT OF THE AMENDMENT
|
5
|
CONFIDENTIALITY
|
6
|
ASSIGNMENT
|
7
|
COUNTERPARTS
|
|
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
|
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
|
10002716
|
155
|
Incremental A321 Aircraft
|
[***]
|
2015
|
35
|
159 920
|
156
|
A321 Backlog Aircraft
|
[***]
|
2015
|
36
|
10002752
|
157
|
Incremental A321 Aircraft
|
[***]
|
2015
|
37
|
159 911
|
158
|
A321 Backlog Aircraft
|
[***]
|
2016
|
38
|
159 912
|
159
|
A321 Backlog Aircraft
|
[***]
|
2016
|
39
|
159 917
|
160
|
A321 Backlog Aircraft
|
[***]
|
2016
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
40
|
159 918
|
161
|
A321 Backlog Aircraft
|
[***]
|
2016
|
41
|
159 926
|
162
|
A321 Backlog Aircraft
|
[***]
|
2016
|
42
|
159 927
|
163
|
A321 Backlog Aircraft
|
[***]
|
2016
|
43
|
159 928
|
164
|
A321 Backlog Aircraft
|
[***]
|
2016
|
44
|
159 952
|
165
|
A321 Backlog Aircraft
|
[***]
|
2016
|
45
|
159 953
|
166
|
A321 Backlog Aircraft
|
[***]
|
2016
|
46
|
159 934
|
167
|
A321 Backlog Aircraft
|
[***]
|
2016
|
47
|
159 922
|
168
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
48
|
159 954
|
169
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
49
|
159 955
|
170
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
50
|
159 921
|
171
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
51
|
104 440
|
172
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
52
|
104 442
|
173
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
53
|
10054088
|
249
|
Additional A321 Aircraft
|
[***]
|
2017
|
54
|
159 909
|
174
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
55
|
10054089
|
250
|
Additional A321 Aircraft
|
[***]
|
2017
|
56
|
10002770
|
175
|
Incremental A321 Aircraft
|
[***]
|
2017
|
57
|
10054090
|
251
|
Additional A321 Aircraft
|
[***]
|
2017
|
58
|
10002771
|
176
|
Incremental A321 Aircraft
|
[***]
|
2017
|
59
|
10054091
|
252
|
Additional A321 Aircraft
|
[***]
|
2017
|
60
|
10002772
|
177
|
Incremental A321 Aircraft
|
[***]
|
2017
|
61
|
10054092
|
253
|
Additional A321 Aircraft
|
[***]
|
2017
|
62
|
159 910
|
178
|
Converted A321 Backlog Aircraft
|
[***]
|
2018
|
63
|
10054093
|
254
|
Additional A321 Aircraft
|
[***]
|
2018
|
64
|
10054100
|
261
|
Additional A321 Aircraft
|
[***]
|
2018
|
65
|
10054101
|
262
|
Additional A321 Aircraft
|
[***]
|
2018
|
66
|
10054102
|
263
|
Additional A321 Aircraft
|
[***]
|
2018
|
67
|
402 135
|
182
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
68
|
402 136
|
183
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
69
|
10002778
|
184
|
Incremental A321 NEO Aircraft
|
[***]
|
2018
|
70
|
10054094
|
255
|
Additional A321 Aircraft
|
[***]
|
2018
|
71
|
10054095
|
256
|
Additional A321 Aircraft
|
[***]
|
2018
|
72
|
10054096
|
257
|
Additional A321 Aircraft
|
[***]
|
2018
|
73
|
402 137
|
185
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
74
|
402 138
|
186
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
75
|
10054097
|
258
|
Additional A321 Aircraft
|
[***]
|
2019
|
76
|
10054098
|
259
|
Additional A321 Aircraft
|
[***]
|
2019
|
77
|
10054099
|
260
|
Additional A321 Aircraft
|
[***]
|
2019
|
78
|
402 132
|
179
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
79
|
402 133
|
180
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
80
|
402 134
|
181
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
81
|
402 141
|
189
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
82
|
10002779
|
190
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
83
|
10002780
|
191
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
84
|
402 139
|
187
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
85
|
402 140
|
188
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
86
|
10002782
|
193
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
87
|
10002783
|
194
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
88
|
10002784
|
195
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
89
|
10002781
|
192
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
90
|
10002785
|
196
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
91
|
10002786
|
197
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
92
|
10002787
|
198
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
93
|
10002788
|
199
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
94
|
10002756
|
200
|
A321 NEO Aircraft
|
[***]
|
2020
|
95
|
10002760
|
201
|
A321 NEO Aircraft
|
[***]
|
2020
|
96
|
10002764
|
202
|
A321 NEO Aircraft
|
[***]
|
2020
|
97
|
10002789
|
203
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
98
|
10002790
|
204
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
99
|
10002791
|
205
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
100
|
10002792
|
206
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
101
|
10054124
|
264
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
102
|
10009793
|
207
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
103
|
10002794
|
208
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
104
|
402 142
|
209
|
A320 NEO Aircraft
|
[***]
|
2020
|
105
|
402 143
|
210
|
A320 NEO Aircraft
|
[***]
|
2020
|
106
|
10054125
|
265
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
107
|
402 144
|
211
|
A320 NEO Aircraft
|
[***]
|
2020
|
108
|
402 145
|
212
|
A320 NEO Aircraft
|
[***]
|
2020
|
109
|
402 146
|
213
|
A320 NEO Aircraft
|
[***]
|
2020
|
110
|
402 147
|
214
|
A320 NEO Aircraft
|
[***]
|
2020
|
111
|
10054126
|
266
|
Additional A321 NEO Aircraft
|
[***]
|
2020
|
112
|
402 151
|
215
|
A320 NEO Aircraft
|
[***]
|
2021
|
113
|
402 152
|
216
|
A320 NEO Aircraft
|
[***]
|
2021
|
114
|
402 153
|
217
|
A320 NEO Aircraft
|
[***]
|
2021
|
115
|
402 154
|
218
|
A320 NEO Aircraft
|
[***]
|
2021
|
116
|
10054127
|
267
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
117
|
402 155
|
219
|
A320 NEO Aircraft
|
[***]
|
2021
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
118
|
402 156
|
220
|
A320 NEO Aircraft
|
[***]
|
2021
|
119
|
402 157
|
221
|
A320 NEO Aircraft
|
[***]
|
2021
|
120
|
402 158
|
222
|
A320 NEO Aircraft
|
[***]
|
2021
|
121
|
10054128
|
268
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
122
|
402 159
|
223
|
A320 NEO Aircraft
|
[***]
|
2021
|
123
|
402 160
|
224
|
A320 NEO Aircraft
|
[***]
|
2021
|
124
|
402 161
|
225
|
A320 NEO Aircraft
|
[***]
|
2021
|
125
|
402 162
|
226
|
A320 NEO Aircraft
|
[***]
|
2021
|
126
|
10054129
|
269
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
127
|
402 163
|
227
|
A320 NEO Aircraft
|
[***]
|
2021
|
128
|
402 164
|
228
|
A320 NEO Aircraft
|
[***]
|
2021
|
129
|
402 165
|
229
|
A320 NEO Aircraft
|
[***]
|
2021
|
130
|
402 166
|
230
|
A320 NEO Aircraft
|
[***]
|
2021
|
131
|
10054130
|
270
|
Additional A321 NEO Aircraft
|
[***]
|
2021
|
132
|
402 148
|
231
|
A320 NEO Aircraft
|
[***]
|
2022
|
133
|
402 149
|
232
|
A320 NEO Aircraft
|
[***]
|
2022
|
134
|
402 150
|
233
|
A320 NEO Aircraft
|
[***]
|
2022
|
135
|
10002765
|
234
|
A321 NEO Aircraft
|
[***]
|
2022
|
136
|
10054131
|
271
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
137
|
10002766
|
235
|
A321 NEO Aircraft
|
[***]
|
2022
|
138
|
10002767
|
236
|
A321 NEO Aircraft
|
[***]
|
2022
|
139
|
10002768
|
237
|
A321 NEO Aircraft
|
[***]
|
2022
|
140
|
10002769
|
238
|
A321 NEO Aircraft
|
[***]
|
2022
|
141
|
10054132
|
272
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
142
|
10002773
|
239
|
A321 NEO Aircraft
|
[***]
|
2022
|
143
|
10002774
|
240
|
A321 NEO Aircraft
|
[***]
|
2022
|
144
|
402 127
|
241
|
A321 NEO Aircraft
|
[***]
|
2022
|
145
|
402 128
|
242
|
A321 NEO Aircraft
|
[***]
|
2022
|
146
|
10054133
|
273
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
147
|
402 129
|
243
|
A321 NEO Aircraft
|
[***]
|
2022
|
148
|
402 130
|
244
|
A321 NEO Aircraft
|
[***]
|
2022
|
149
|
402 131
|
245
|
A321 NEO Aircraft
|
[***]
|
2022
|
150
|
10002775
|
246
|
Incremental A321 NEO Aircraft
|
[***]
|
2022
|
151
|
10054134
|
274
|
Additional A321 NEO Aircraft
|
[***]
|
2022
|
152
|
10002776
|
247
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
153
|
10054135
|
275
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
154
|
10054136
|
276
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
155
|
10002777
|
248
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
156
|
10054137
|
277
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
|
CACiD
No. |
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
157
|
10054138
|
278
|
Additional A321 NEO Aircraft
|
[***]
|
2023
|
a.
|
Payments to Executive:
|
MARK POWERS
|
|
JETBLUE AIRWAYS
|
|
/s/ Mark D. Powers
|
|
CORPORATION
|
|
|
|
|
|
|
|
|
Michael Elliott
|
|
|
By:
|
/s/ Michael Elliott
|
|
|
Title:
|
EVP People
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARK POWERS
|
|
JETBLUE AIRWAYS
|
|
/s/ Mark D. Powers
|
|
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
330
|
|
|
$
|
322
|
|
|
$
|
942
|
|
|
$
|
794
|
|
Less: Capitalized interest
|
(2
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
56
|
|
|
54
|
|
|
164
|
|
|
168
|
|
||||
Amortization of capitalized interest
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Adjusted earnings
|
$
|
385
|
|
|
$
|
375
|
|
|
$
|
1,103
|
|
|
$
|
959
|
|
Fixed charges:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
27
|
|
|
$
|
30
|
|
|
$
|
82
|
|
|
$
|
94
|
|
Amortization of debt costs
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
||||
Rent expense representative of interest
|
28
|
|
|
23
|
|
|
79
|
|
|
70
|
|
||||
Total fixed charges
|
$
|
56
|
|
|
$
|
55
|
|
|
$
|
164
|
|
|
$
|
168
|
|
Ratio of earnings to fixed charges
(1)
|
6.87
|
|
|
6.89
|
|
|
6.72
|
|
|
5.71
|
|
||||
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
October 28, 2016
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
October 28, 2016
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
October 28, 2016
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
October 28, 2016
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|