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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 or 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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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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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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March 31, 2018
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|
December 31, 2017
|
||||
ASSETS
|
|
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||||
CURRENT ASSETS
|
|
|
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||||
Cash and cash equivalents
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$
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511
|
|
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$
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303
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|
Investment securities
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268
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|
|
390
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||
Receivables, less allowance (2018-$2; 2017-$1)
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251
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245
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||
Prepaid expenses and other
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290
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|
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268
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||
Total current assets
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1,320
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|
|
1,206
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PROPERTY AND EQUIPMENT
|
|
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||||
Flight equipment
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9,149
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8,980
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||
Predelivery deposits for flight equipment
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218
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|
|
204
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||
Total flight equipment and predelivery deposits, gross
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9,367
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|
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9,184
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||
Less accumulated depreciation
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2,206
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|
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2,125
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||
Total flight equipment and predelivery deposits, net
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7,161
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|
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7,059
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||
Other property and equipment
|
1,049
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|
|
1,041
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||
Less accumulated depreciation
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419
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|
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405
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||
Total other property and equipment, net
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630
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|
|
636
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Assets constructed for others
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561
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|
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561
|
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||
Less accumulated depreciation
|
213
|
|
|
207
|
|
||
Total assets constructed for others, net
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348
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|
|
354
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||
Total property and equipment
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8,139
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|
|
8,049
|
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||
OTHER ASSETS
|
|
|
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||||
Investment securities
|
2
|
|
|
2
|
|
||
Restricted cash
|
60
|
|
|
56
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|
||
Other
|
506
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|
|
468
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||
Total other assets
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568
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|
|
526
|
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TOTAL ASSETS
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$
|
10,027
|
|
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$
|
9,781
|
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
|
|||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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||||
CURRENT LIABILITIES
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|
|
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||||
Accounts payable
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$
|
451
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$
|
378
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|
Air traffic liability
|
1,185
|
|
|
966
|
|
||
Accrued salaries, wages and benefits
|
269
|
|
|
313
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|
||
Other accrued liabilities
|
359
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|
|
293
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Current maturities of long-term debt and capital leases
|
248
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|
|
196
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Total current liabilities
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2,512
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|
2,146
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
|
895
|
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|
1,003
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CONSTRUCTION OBLIGATION
|
436
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|
|
441
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DEFERRED TAXES AND OTHER LIABILITIES
|
|
|
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||||
Deferred income taxes
|
1,014
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|
|
999
|
|
||
Air traffic liability - loyalty non-current
|
398
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|
|
385
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||
Other
|
75
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|
|
75
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Total deferred taxes and other liabilities
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1,487
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1,459
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STOCKHOLDERS’ EQUITY
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|
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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, $0.01 par value; 900 shares authorized, 419 and 418 shares issued and 316 and 321 shares outstanding at March 31, 2018 and December 31, 2017, respectively
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4
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4
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||
Treasury stock, at cost; 103 and 97 shares at March 31, 2018 and December 31, 2017, respectively
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(1,021
|
)
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(890
|
)
|
||
Additional paid-in capital
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2,134
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|
|
2,127
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Retained earnings
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3,580
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|
3,491
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Accumulated other comprehensive income
|
—
|
|
|
—
|
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||
Total stockholders’ equity
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4,697
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|
4,732
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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10,027
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$
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9,781
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Three Months Ended March 31,
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||||||
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2018
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2017
|
||||
OPERATING REVENUES
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|
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||||
Passenger
|
$
|
1,692
|
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$
|
1,556
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Other
|
62
|
|
|
44
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||
Total operating revenues
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1,754
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|
|
1,600
|
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OPERATING EXPENSES
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|
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||||
Aircraft fuel and related taxes
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417
|
|
|
323
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|
||
Salaries, wages and benefits
|
499
|
|
|
466
|
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||
Landing fees and other rents
|
100
|
|
|
95
|
|
||
Depreciation and amortization
|
117
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|
|
105
|
|
||
Aircraft rent
|
24
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|
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26
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||
Sales and marketing
|
67
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|
|
61
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||
Maintenance materials and repairs
|
142
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|
|
152
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||
Other operating expenses
|
260
|
|
|
230
|
|
||
Total operating expenses
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1,626
|
|
|
1,458
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OPERATING INCOME
|
128
|
|
|
142
|
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||
OTHER INCOME (EXPENSE)
|
|
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|
||||
Interest expense
|
(22
|
)
|
|
(25
|
)
|
||
Capitalized interest
|
2
|
|
|
2
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|
||
Interest income and other
|
2
|
|
|
2
|
|
||
Total other income (expense)
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(18
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)
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|
(21
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)
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INCOME BEFORE TAXES
|
110
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|
|
121
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||
Income tax expense
|
22
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|
|
39
|
|
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NET INCOME
|
$
|
88
|
|
|
$
|
82
|
|
|
|
|
|
||||
EARNINGS PER COMMON SHARE:
|
|
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|
||||
Basic
|
$
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0.28
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$
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0.25
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|
Diluted
|
$
|
0.27
|
|
|
$
|
0.24
|
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Three Months Ended March 31,
|
||||||
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2018
|
|
2017
|
||||
NET INCOME
|
$
|
88
|
|
|
$
|
82
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $0 and $(5) of taxes in 2018 and 2017, respectively)
|
—
|
|
|
(8
|
)
|
||
Total other comprehensive loss
|
—
|
|
|
(8
|
)
|
||
COMPREHENSIVE INCOME
|
$
|
88
|
|
|
$
|
74
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Available-for-sale securities
|
|
|
|
||||
Time deposits
|
$
|
70
|
|
|
$
|
130
|
|
Debt securities
|
5
|
|
|
6
|
|
||
Total available-for-sale securities
|
75
|
|
|
136
|
|
||
Held-to-maturity securities
|
|
|
|
||||
Treasury notes
|
$
|
195
|
|
|
$
|
220
|
|
Corporate bonds
|
—
|
|
|
36
|
|
||
Total held-to-maturity securities
|
195
|
|
|
256
|
|
||
Total investment securities
|
$
|
270
|
|
|
$
|
392
|
|
Balance at December 31, 2017
|
$
|
502
|
|
TrueBlue
®
points redeemed
|
(41
|
)
|
|
TrueBlue
®
points earned
|
55
|
|
|
Balance as of March 31, 2018
|
$
|
516
|
|
|
|
||
Balance at December 31, 2016
|
$
|
417
|
|
TrueBlue
®
points redeemed
|
(26
|
)
|
|
TrueBlue
®
points earned
|
40
|
|
|
Balance as of March 31, 2017
|
$
|
431
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Passenger revenue
|
|
|
|
||||
Passenger travel
|
$
|
1,651
|
|
|
$
|
1,530
|
|
Loyalty revenue - air transportation
|
41
|
|
|
26
|
|
||
Other revenue
|
|
|
|
||||
Loyalty revenue
|
36
|
|
|
21
|
|
||
Other revenue
|
26
|
|
|
23
|
|
||
Total revenue
|
$
|
1,754
|
|
|
$
|
1,600
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Contract liabilities
|
|
|
|
||||
Air traffic liability - passenger travel
|
$
|
1,054
|
|
|
$
|
836
|
|
Air traffic liability - loyalty program (air transportation)
|
516
|
|
|
502
|
|
||
Deferred revenue
|
13
|
|
|
13
|
|
||
Total contract liabilities
|
$
|
1,583
|
|
|
$
|
1,351
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate special facility bonds, due through 2036
|
$
|
42
|
|
|
$
|
45
|
|
|
$
|
42
|
|
|
$
|
46
|
|
Non-Public Debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
159
|
|
|
163
|
|
|
169
|
|
|
178
|
|
||||
Floating rate equipment notes, due through 2025
|
146
|
|
|
152
|
|
|
152
|
|
|
159
|
|
||||
Fixed rate equipment notes, due through 2026
|
679
|
|
|
715
|
|
|
712
|
|
|
771
|
|
||||
Total
(1)
|
$
|
1,026
|
|
|
$
|
1,075
|
|
|
$
|
1,075
|
|
|
$
|
1,154
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net Income
(1)
|
$
|
88
|
|
|
$
|
82
|
|
|
|
|
|
||||
Weighted average basic shares
|
320.6
|
|
|
336.3
|
|
||
Effect of dilutive securities
|
1.7
|
|
|
1.9
|
|
||
Weighted average diluted shares
|
322.3
|
|
|
338.2
|
|
||
|
|
|
|
||||
Earnings per common share
|
|
|
|
||||
Basic
|
$
|
0.28
|
|
|
$
|
0.25
|
|
Diluted
|
0.27
|
|
|
0.24
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Fuel derivatives
|
|
|
|
||||
Hedge effectiveness (gains) recognized in aircraft fuel expense
|
$
|
—
|
|
|
$
|
(3
|
)
|
(Gains) losses on derivatives not qualifying for hedge accounting recognized in other expense
|
—
|
|
|
—
|
|
||
Hedge losses on derivatives recognized in comprehensive income
|
—
|
|
|
10
|
|
||
Percentage of actual consumption economically hedged
|
—
|
%
|
|
11
|
%
|
|
March 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
309
|
|
Available-for-sale investment securities
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173
|
|
Available-for-sale investment securities
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
|
Aircraft Fuel Derivatives
(1)
|
|
Total
|
||||
Balance of accumulated income at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
Reclassifications into earnings (net of $0 of taxes)
|
—
|
|
|
—
|
|
||
Change in fair value (net of $0 of taxes)
|
—
|
|
|
—
|
|
||
Balance of accumulated income at March 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Balance of accumulated (losses) income at December 31, 2016
|
$
|
13
|
|
|
$
|
13
|
|
Reclassifications into earnings (net of $(1) of taxes)
|
(2
|
)
|
|
(2
|
)
|
||
Change in fair value (net of $(4) of taxes)
|
(6
|
)
|
|
(6
|
)
|
||
Balance of accumulated (losses) income at March 31, 2017
|
$
|
5
|
|
|
$
|
5
|
|
•
|
We had a
$154 million
increase
in revenue compared to the
first quarter
of
2017
due primarily to a
6.8%
increase
in average fare and a
3.3%
increase
in capacity.
|
•
|
We generated
$494 million
in cash from operations for the
three months ended March 31, 2018
.
|
•
|
Our operating margin
decrease
d by
1.6
points to
7.3%
, due in part to higher fuel prices.
|
•
|
Our earnings per diluted share were
$0.27
.
|
•
|
Operating expense per available seat mile
increase
d by
8.0%
to
11.59 cent
s, primarily due to a significant increase in aircraft fuel expenses. Excluding fuel and related taxes, as well as operating expenses related to our non-airline businesses, our cost per available seat mile
(1)
increased
3.1%
.
|
•
|
Operating income of
$128 million
decrease
d
$14 million
from the comparable period in 2017.
|
(Revenues in millions; percent changes based on unrounded numbers)
|
Three Months Ended March 31,
|
|
Year-over-Year Change
|
||||||||||||
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||
Passenger revenue
|
$
|
1,692
|
|
|
$
|
1,556
|
|
|
$
|
136
|
|
|
8.7
|
|
|
Other revenue
|
62
|
|
|
44
|
|
|
18
|
|
|
39.9
|
|
|
|||
Total operating revenues
|
$
|
1,754
|
|
|
$
|
1,600
|
|
|
$
|
154
|
|
|
9.6
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
171.19
|
|
|
$
|
160.23
|
|
|
$
|
10.96
|
|
|
6.8
|
|
|
Yield per passenger mile (cents)
|
14.26
|
|
|
13.65
|
|
|
0.61
|
|
|
4.4
|
|
|
|||
Passenger revenue per ASM (cents)
|
12.06
|
|
|
11.46
|
|
|
0.60
|
|
|
5.3
|
|
|
|||
Operating revenue per ASM (cents)
|
12.50
|
|
|
11.79
|
|
|
0.71
|
|
|
6.1
|
|
|
|||
Average stage length (miles)
|
1,098
|
|
|
1,079
|
|
|
19
|
|
|
1.8
|
|
|
|||
Revenue passengers (thousands)
|
9,881
|
|
|
9,711
|
|
|
170
|
|
|
1.8
|
|
|
|||
Revenue passenger miles (millions)
|
11,866
|
|
|
11,399
|
|
|
467
|
|
|
4.1
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
14,025
|
|
|
13,580
|
|
|
445
|
|
|
3.3
|
|
|
|||
Load Factor
|
84.6
|
%
|
|
83.9
|
%
|
|
|
|
0.7
|
|
pts.
|
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
Three Months Ended March 31,
|
|
Year-over-Year Change
|
|
Cents per ASM
|
||||||||||||||||||
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
$
|
417
|
|
|
$
|
323
|
|
|
$
|
94
|
|
|
29.2
|
%
|
|
2.97
|
|
|
2.38
|
|
|
25.1
|
%
|
Salaries, wages and benefits
|
499
|
|
|
466
|
|
|
33
|
|
|
7.0
|
|
|
3.56
|
|
|
3.43
|
|
|
3.6
|
|
|||
Landing fees and other rents
|
100
|
|
|
95
|
|
|
5
|
|
|
4.4
|
|
|
0.71
|
|
|
0.70
|
|
|
1.1
|
|
|||
Depreciation and amortization
|
117
|
|
|
105
|
|
|
12
|
|
|
11.7
|
|
|
0.84
|
|
|
0.77
|
|
|
8.1
|
|
|||
Aircraft rent
|
24
|
|
|
26
|
|
|
(2
|
)
|
|
(5.2
|
)
|
|
0.17
|
|
|
0.19
|
|
|
(8.2
|
)
|
|||
Sales and marketing
|
67
|
|
|
61
|
|
|
6
|
|
|
10.8
|
|
|
0.48
|
|
|
0.45
|
|
|
7.3
|
|
|||
Maintenance materials and repairs
|
142
|
|
|
152
|
|
|
(10
|
)
|
|
(6.9
|
)
|
|
1.01
|
|
|
1.12
|
|
|
(9.8
|
)
|
|||
Other operating expenses
|
260
|
|
|
230
|
|
|
30
|
|
|
12.8
|
|
|
1.85
|
|
|
1.70
|
|
|
9.2
|
|
|||
Total operating expenses
|
$
|
1,626
|
|
|
$
|
1,458
|
|
|
$
|
168
|
|
|
11.5
|
%
|
|
11.59
|
|
|
10.74
|
|
|
8.0
|
%
|
|
Three Months Ended March 31,
|
|
Year-over-Year Change
|
||||||||
(percent changes based on unrounded numbers)
|
2018
|
|
2017
|
|
%
|
||||||
Operational Statistics
|
|
|
|
|
|
|
|||||
Revenue passengers (thousands)
|
9,881
|
|
|
9,711
|
|
|
1.8
|
|
|
||
Revenue passenger miles (RPMs) (millions)
|
11,866
|
|
|
11,399
|
|
|
4.1
|
|
|
||
Available seat miles (ASMs) (millions)
|
14,025
|
|
|
13,580
|
|
|
3.3
|
|
|
||
Load factor
|
84.6
|
%
|
|
83.9
|
%
|
|
0.7
|
|
pts
|
||
Aircraft utilization (hours per day)
|
11.4
|
|
|
11.9
|
|
|
(4.2
|
)
|
|
||
|
|
|
|
|
|
|
|||||
Average fare
|
$
|
171.19
|
|
|
$
|
160.23
|
|
|
6.8
|
|
|
Yield per passenger mile (cents)
|
14.26
|
|
|
13.65
|
|
|
4.4
|
|
|
||
Passenger revenue per ASM (cents)
|
12.06
|
|
|
11.46
|
|
|
5.3
|
|
|
||
Operating revenue per ASM (cents)
|
12.50
|
|
|
11.79
|
|
|
6.1
|
|
|
||
Operating expense per ASM (cents)
|
11.59
|
|
|
10.74
|
|
|
8.0
|
|
|
||
Operating expense per ASM, excluding fuel
(1)
|
8.55
|
|
|
8.30
|
|
|
3.1
|
|
|
||
|
|
|
|
|
|
|
|||||
Departures
|
86,046
|
|
|
85,724
|
|
|
0.4
|
|
|
||
Average stage length (miles)
|
1,098
|
|
|
1,079
|
|
|
1.8
|
|
|
||
Average number of operating aircraft during period
|
243.9
|
|
|
228.9
|
|
|
6.6
|
|
|
||
Average fuel cost per gallon, including fuel taxes
|
$
|
2.09
|
|
|
$
|
1.69
|
|
|
23.8
|
|
|
Fuel gallons consumed (millions)
|
199
|
|
|
191
|
|
|
4.4
|
|
|
||
Average number of full-time equivalent employees
|
17,530
|
|
|
16,722
|
|
|
4.8
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Debt and capital lease obligations
(1)
|
$
|
1,325
|
|
|
$
|
171
|
|
|
$
|
256
|
|
|
$
|
209
|
|
|
$
|
188
|
|
|
$
|
159
|
|
|
$
|
342
|
|
Lease commitments
|
1,113
|
|
|
128
|
|
|
148
|
|
|
129
|
|
|
114
|
|
|
104
|
|
|
490
|
|
|||||||
Flight equipment purchase obligations
|
7,340
|
|
|
679
|
|
|
1,033
|
|
|
1,375
|
|
|
1,517
|
|
|
1,519
|
|
|
1,217
|
|
|||||||
Other obligations
(2)
|
2,120
|
|
|
349
|
|
|
320
|
|
|
299
|
|
|
204
|
|
|
179
|
|
|
769
|
|
|||||||
Total
|
$
|
11,898
|
|
|
$
|
1,327
|
|
|
$
|
1,757
|
|
|
$
|
2,012
|
|
|
$
|
2,023
|
|
|
$
|
1,961
|
|
|
$
|
2,818
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Program
|
||||
March 2018
|
|
5.8
|
|
|
(1)
|
|
5.8
|
|
|
$
|
625
|
|
Total
|
|
5.8
|
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
April 27, 2018
|
|
|
|
By:
|
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
(1)
|
Airspace fixed XL overhead stowage bins,
|
(2)
|
Colored LED lighting,
|
2.1
|
[***]
|
2.2
|
First availability and
[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
2.3
|
Exceptions
|
2.3.1
|
A320 NEO [***]
|
2.3.2
|
A321 LR [***] in [***]
|
2.3.3
|
A321 NEO Airspace [***] in [***]
|
2.4
|
SCNs
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
(i)
|
US$ [***] (US dollars – [***]) per A321 NEO Aircraft,
|
(ii)
|
US$ [***] (US dollars – [***]) per Converted A321 LR Aircraft, and
|
(iii)
|
US$ [***] (US dollars – [***]) per A320 NEO Aircraft.
|
7.1.1
|
The Airspace Supplier Agreement shall include provisions pertaining to spare part [***].
|
7.1.2
|
The Airspace Supplier Agreement shall include warranties for a period of [***].
|
7.1.3
|
The Airspace Supplier Agreement shall include the following guarantees with respect to the corresponding Airspace Supplier Part:
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
7.2
|
Initial Provisioning
|
7.3
|
[***]
|
7.4
|
Technical Data
|
8
|
[***]
|
9
|
EFFECT OF THE AMENDMENT
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
10
|
CONFIDENTIALITY
|
12
|
COUNTERPARTS
|
13
|
INTERPRETATION AND LAW
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
1.
|
Amendment to Purchasing Requirements
|
1.1
|
The parties agree that the language in Clauses 3.1.1 and 3.14 of the GTA (as further described in Side Letter 25) are deleted in their entirety.
|
2.
|
The terms and provisions contained in this Amendment No. 4 constitute the entire agreement between the parties with respect to the matters herein described, and supersede all prior understandings and agreements of the parties with respect thereto. No amendment or modification of this Amendment No. 4 shall be binding upon either party unless set forth in a written instrument executed by both parties.
|
3.
|
This Amendment No. 4 contains matters of a confidential and proprietary nature and is delivered on the express condition that its terms shall not be disclosed to any third party or reproduced in whole or in part for anyone other than the parties hereto without the other party’s prior written consent.
|
4.
|
The parties hereby agree and acknowledge that there has been full and adequate consideration for the mutual promises contained herein. The terms and conditions of the GTA are incorporated herein by reference. Except as expressly amended hereby, all other terms and conditions of the GTA shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.
|
5.
|
This Amendment No. 4 may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which when taken together shall constitute the same instrument.
|
6.
|
The parties agree that facsimile signatures shall be deemed to be of the same force and effect as an original executed document. If executed by facsimile, the parties agree to provide original signature pages upon request.
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
||||
By:
|
s/ Steve Priest
|
|||
|
||||
Typed Name:
|
Steve Priest
|
|||
|
||||
Title:
|
Chief Financial Officer
|
|||
|
||||
Date:
|
|
IAE INTERNATIONAL AERO ENGINES AG
|
||||
|
||||
By:
|
s/ Hendrik J. Deurloo
|
|||
|
||||
Typed Name:
|
Hendrik J. Deurloo
|
|||
|
||||
Title:
|
Senior Vice President
|
|||
|
||||
Date:
|
March 30, 2018
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
Appendix 1
|
Agreement Definitions
|
Appendix 2
|
Aircraft and Spare Engine Delivery Schedule
|
Appendix 3
|
Engine Specifications
|
Appendix 4
|
Engine Price Escalation Formula
|
Appendix 5
|
Product Support Plan
|
Appendix 6
|
Warranties and Services Policies
|
Appendix 7
|
[***]
|
Appendix 8
|
Guarantee Plan Definitions and Conditions
|
Appendix 9
|
[***]
|
Appendix 10
|
[***]
|
Appendix 11
|
[***]
|
Appendix 12
|
[***]
|
Appendix 13
|
[***]
|
Appendix 14
|
[***]
|
Appendix 15
|
[***]
|
Appendix 16
|
[***]
|
Appendix 17
|
[***]
|
Appendix 18
|
Fleet Management Program
|
Appendix 1
|
Bill of Sale
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
1.
|
DEFINITIONS
|
2.
|
PURCHASE AND SALE OBLIGATIONS
|
2.1
|
JetBlue has placed or will place a firm purchase order with Airbus for the Firm Aircraft and will take delivery of such Firm Aircraft in accordance with the Delivery Schedule (except as otherwise provided in this Agreement);
|
2.2
|
IAE will sell, under separate agreements with Airbus, new Engines for installation on the Firm Aircraft;
|
2.3
|
JetBlue will purchase and take delivery of, and IAE will sell and deliver to JetBlue, the Firm Spare Engines in accordance with the Delivery Schedule and the other terms and conditions of this Agreement; and
|
2.4
|
this executed Agreement constitutes a valid, binding, and legally enforceable contract by and between IAE and JetBlue for the support of the Engines installed on the Firm Aircraft, the purchase and sale of the Firm Spare Engines, and for the maintenance services as per the FMP, as set out in Appendix 18.
|
3.
|
AIRFRAME SELECTION FOR INITIAL FIRM AIRCRAFT
|
3.1
|
This Agreement assumes a fleet of forty (40) PW1127G-JM engine-powered A320neo Initial Firm Aircraft or forty (40) PW1133G-JM engine-powered A321neo Initial Firm Aircraft; [***], in accordance with the following Section 3.2. If there is [***] as set forth in Article 7, then [***].
|
3.2
|
JetBlue shall provide IAE with written notification of [***] for the Initial Firm Aircraft delivery positions set forth in the Delivery Schedule. JetBlue may [***].
|
4.
|
UNIT BASE PRICES/FINANCIAL ASSISTANCE
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
4.1
|
Engine Shipsets
|
4.1.1
|
The following table states the Unit Base Price per Engine Shipset for installation on the corresponding A320neo and A321neo aircraft model, along with the financial assistance per Firm Aircraft (“Introductory Assistance Credit”) that IAE shall provide to support JetBlue’s acquisition of each Firm Aircraft.
|
AIRCRAFT MODEL
|
ENGINE MODEL
|
Unit Base Price per Engine Shipset
([***] US) *, ^ |
Introductory Assistance Credit Per Firm Aircraft
([***] US) ^ |
A320neo
|
PW1127G-JM
|
US$[***]
|
US$[***]
|
A321neo
|
PW1133G-JM
|
US$[***]
|
US$[***]
|
* The Unit Base Price per Engine Shipset [***].
|
|||
^ Subject to escalation in accordance with Article 5.
|
4.2
|
Firm Spare Engines
|
4.2.1
|
The following table sets forth the unit base price per Firm Spare Engine and the financial assistance (“Spare Engine Credit”) that IAE shall provide to support JetBlue’s acquisition of each Firm Spare Engine.
|
4.2.2
|
The Unit Base Price per Firm Spare Engine is for a spare Engine [***], as described in the Engine Specification for the applicable spare engine model.
|
4.2.3
|
Delivery and Shipping Stand
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
4.2.4
|
JetBlue shall place a purchase order for each Firm Spare Engine [***]. IAE will invoice JetBlue and JetBlue will pay to IAE the applicable Invoice Price (net of the applicable Spare Engine Credit) for each Firm Spare Engine and any associated or Additional Equipment purchased under this Agreement in accordance with IAE’s Spare Engine Payment Schedule attached as Appendix 7.
|
4.2.5
|
[***] The unit base price of the additional spare Engine is the Unit Base Price provided in Section 4.2.1. [***] This additional spare Engine, if purchased, will be delivered to JetBlue in accordance with Section 4.2.3. Issuance of purchase orders and payment terms are in accordance with Section 4.2.4. [***]
|
4.3
|
Spare Parts Provisioning and Tooling Credit
|
4.4
|
[***]
|
4.5
|
Credit Issuance and Application
|
4.5.1
|
Introductory Assistance Credits: IAE shall issue an Introductory Assistance Credit [***] to JetBlue’s account with IAE upon delivery of each Firm Aircraft to JetBlue to
(i)
apply to subsequent purchases of goods and services from IAE [***].
|
4.5.2
|
Unless otherwise stated herein, IAE shall issue the applicable credits described in this Article 4 to JetBlue within [***] business days after:
(a)
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
4.5.3
|
In lieu of a credit to JetBlue’s account, JetBlue may, at the time of title transfer of the applicable Firm Aircraft to JetBlue, assign the Introductory Assistance Credit to Airbus to apply to JetBlue’s purchase of the applicable Firm Aircraft, provided that:
|
a.
|
JetBlue’s account with IAE is then current with respect to all undisputed amounts; and
|
b.
|
JetBlue supplies IAE with written notice at least [***] days prior to the scheduled delivery date of the applicable Firm Aircraft, in accordance with this Agreement, specifying JetBlue’s desire to have this credit assigned.
|
4.5.4
|
Spare Engine Credits. IAE shall apply the applicable Spare Engine Credit to the final invoice of each Firm Spare Engine purchased.
|
4.6
|
Notwithstanding any other provision of this Agreement to the contrary, IAE reserves the right to apply any and all credits issuable to JetBlue to any undisputed outstanding and overdue invoices issued by IAE to JetBlue based on this Agreement.
|
4.7
|
JetBlue will ensure compliance with any and all requirements (including but not limited to reporting and approval requirements) of any applicable currency control or other law, rule, or regulation relating to any credits issued under this Agreement.
|
5.
|
ESCALATION
|
5.1
|
Escalation
|
5.1.1
|
Unit Base Prices per Engine Shipset and Introductory Assistance Credits
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
a.
|
The Unit Base Prices per Engine Shipset and the Introductory Assistance Credits are expressed in [***] United States Dollars and shall escalate [***] in accordance with the Engine Escalation Formula, [***], except that the Introductory Assistance Credits shall escalate in accordance with the Engine Escalation Formula [***] (subject to Section 5.1.2b). IAE shall deliver each Engine Shipset to Airbus in accordance with the time specified in Airbus’ purchase order which, unless otherwise mutually agreed between IAE and JetBlue, shall not be earlier than [***].
|
5.1.2
|
[***]
|
5.1.3
|
Spare Parts Provisioning and Tooling Credit
|
5.1.4
|
Unit Base Prices per Firm Spare Engine and Spare Engine Credits
|
5.1.5
|
[***]
|
6.
|
[***]
|
7.
|
[***]
|
8.
|
FLEET MANAGEMENT PROGRAM
|
9.
|
GUARANTEE PLANS AND TECHNICAL SUPPORT
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
9.1
|
Guarantee Plans
|
9.2
|
[***]
|
9.3
|
PurePower PW1100G-JM Engine Product Support Plan
|
9.4
|
Warranties and Service Policies for the PW1100G-JM Engine
|
10.
|
[***]
|
11.
|
[***]
|
12.
|
NOTICES
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
International Aero Engines, LLC
400 Main Street, Mail Stop 121-10
East Hartford, CT 06118
Attention: Legal Counsel
Contracts Management (Commercial)
E-Fax: (860) 353-2747
E-mail: gppwlegalcmonotices@pw.utc.com
|
International Aero Engines, LLC
400 Main Street, Mail Stop 132-16
East Hartford, CT 06118
Attention: Senior Director, Fleet Programs
Telephone: (860) 565-2348
E-Fax: (860) 353-1582
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
13.
|
SALE OF ENGINES OR PARTS
|
14.
|
PRICING AND CONCESSION CONTEMPLATION
|
15.
|
TERMS AND CONDITIONS
|
15.1
|
Title, Delivery, Risk of Loss and Shipping of the Firm Spare Engines
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.1.1
|
IAE will make reasonable efforts to execute and deliver to JetBlue, or JetBlue’s designee, the Bill of Sale (substantially in the form set out in Appendix 1) [***].
|
15.1.2
|
Following the delivery of the Bill of Sale, IAE will cooperate with JetBlue and its designees to register the sale of the Spare Engines to JetBlue on the International Registry as contract of sale.
|
15.1.3
|
[***]
|
15.2
|
JetBlue’s Inspection of Goods
|
15.3
|
Warranties, Remedies and Limitations
|
15.3.1
|
Notwithstanding the warranties set forth in the Engine Warranty and Service Policy, IAE warrants to JetBlue that the goods or Equipment sold hereunder will be free from defect in material and manufacture when furnished by IAE. Unless set forth in the Engine Warranty and Service Policy attached to this Agreement, this warranty terminates [***]
(the “Warranty Period”).
|
15.3.2
|
If IAE breaches the warranties set forth in Section 15.3.1, IAE will provide to JetBlue the remedy set forth in Section 15.3.3, provided that JetBlue has given written notice of any such breach to IAE [***]. The shop visit required to implement the remedy constitutes an Eligible Shop Visit under Section 5.3 of the FMP.
|
15.3.3
|
IAE’s liability and JetBlue’s remedy under the warranties set forth in Section 15.3.1[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.3.4
|
IAE warrants to JetBlue that IAE will convey good title, free and clear of any encumbrances or rights of third parties to the goods or Equipment sold hereunder. IAE’s liability and JetBlue’s sole remedy under the warranty set forth in this Section 15.3.4 are limited to[***]
|
15.3.5
|
In the event any suit, claim or action is brought against JetBlue (or person expressly indemnified by JetBlue) alleging that, without further combination, JetBlue’s use or resale of goods, including Engines, directly infringes any patents, IAE will, [***]
conduct the entire defense including any and all necessary court action, settlements and appeals.[***]
If the use or resale of such goods is finally enjoined, IAE will, at its option:
(a)
procure for JetBlue the right to use or resell such goods;
(b)
replace such goods with equivalent non-infringing parts;
(c)
modify such goods so they become non-infringing but equivalent; or
(d)
remove such goods and refund the purchase price (less a reasonable allowance for use, damage or obsolescence).
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.3.6
|
[***]
|
15.3.7
|
IAE makes no warranty for goods or Equipment, whether supplied by IAE or not, that were not originally manufactured by or on behalf of IAE, though IAE will, to the extent it has a right to do so, make available to JetBlue the benefit of any warranty provided by such original manufacturer.
|
15.4
|
[***]
|
15.5
|
Indemnification
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.6
|
Changes
|
15.7
|
Taxes and Other Charges
|
15.8
|
Financial Provisions
|
15.8.1
|
If IAE determines (in good faith and based on reliable commercial data) since the date of execution of this Agreement, that there has been any material adverse change in the financial condition or business operation of JetBlue that will render JetBlue financially unable to perform its obligations pursuant to this Agreement, IAE will so notify JetBlue of its concern and request reasonable assurances of JetBlue’s ability to perform its obligations. If such assurances are not satisfactory to IAE, acting reasonably, then IAE
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.8.2
|
Except as otherwise set forth in Section 4.3 of this Agreement, invoices, if not disputed, are due and payable net cash, [***] following IAE’s submission of an invoice to InvoiceWorks or JetBlue’s then current invoicing system (“Due Date”). If IAE does not receive payment of any amount owed by JetBlue by the Due Date, IAE shall provide written notice to JetBlue that JetBlue is in arrears and therefore IAE may charge interest on the overdue amount at the rate of [***] (but not more than the maximum rate of interest allowed by applicable law), from the day following the Due Date until the date on which IAE receives payment in full. JetBlue and IAE will work to ensure that the Parties can effectively process InvoiceWorks.
|
15.8.3
|
If JetBlue reasonably disputes any portion of an invoice, JetBlue may withhold payment on such invoice and IAE will provide an invoice for the undisputed portion (“Undisputed Invoice”) of the original invoice and an invoice for the disputed portion (“Disputed Invoice”) of the original invoice. JetBlue will be required to pay the Undisputed Invoice by the due date of the original invoice or immediately upon receipt of the Undisputed Invoice, whichever is later, and interest on the Disputed Invoice only will be waived until the dispute is resolved.
|
15.8.4
|
JetBlue agrees that if it fails to pay when due any undisputed amount owed to IAE, JetBlue will also reimburse IAE for all reasonable costs that IAE incurs to collect such unpaid amount.
|
15.8.5
|
IAE may set off any overdue and undisputed amount that JetBlue owes IAE against any credits, deposits or other amount that IAE owes JetBlue. Any credits available to JetBlue under this Agreement shall expire [***] from the date such credit was earned and, if applicable, any and all remaining unclaimed credits are null and void at the conclusion of such [***] period whether or not this Agreement is still in full force and effect. For the purposes
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.9
|
Excusable Delays
|
15.10
|
Export
|
15.10.1
|
The Parties agree to comply with any and all applicable export, import, sanctions and U.S. anti-boycott laws, regulations, orders and authorizations that apply to their respective activities and obligations set forth in this Agreement (collectively “Export Laws”), including but not limited to the International Traffic in Arms Regulations (22 CFR 120‑130) (“ITAR”), the Export Administration Regulations (15 CFR 730 et seq.) (“EAR”) and any regulations and orders administered by the Treasury Department's Office of Foreign Assets Control Regulations (31 CFR Chapter V). Nothing in this Agreement shall be construed as requiring a Party to perform an obligation that is noncompliant with any Export Laws. Furthermore, any Party that receives any technology, commodity, technical data, software, goods and services (including products derived from or based on such technical data) information or any other item subject to any applicable
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.10.2
|
The Parties shall use best efforts to apply for, obtain, comply with and maintain all export, re-export, and transfer authorizations, including approvals, consents, licenses, agreements, registrations and other authorizations (collectively “Export Licenses”) that are required or may be required to perform the activities and obligations set forth in this Agreement. No ITAR regulated items, technical data, or defense services will be provided without obtaining the proper authorization or Export Licenses.
|
15.10.3
|
Prior to the transfer of any U.S. origin technical data, item or document, controlled by the EAR or ITAR, the transferring Party shall provide to the receiving Party the Export Control Classification Number (ECCN) or the ITAR category of such technical data and shall clearly indicate such on the technical data, item or document.
|
15.10.4
|
The Parties to this Agreement shall not knowingly or unknowingly divert or cause to be diverted, any commodities, technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) entity, (iii) country or (iv) any entity located or incorporated in a country, that is on any denied party list or list of sanctioned countries, pursuant to either the Export Laws or any other applicable governing regulations.
|
15.10.5
|
If ITAR or EAR controlled technical data or items are transferred to a U.S. entity, then that entity must only allow access to that technical data or items by the following personnel: (i) U.S. citizens, or (ii) U.S. permanent resident alien, or (iii) who have U.S. protected individual status as defined by 8 USC 1324b(a)(3), or (iv) who are working under a valid U.S. export authorization. Upon request of the transferring Party, the receiving Party shall provide appropriate documentation evidencing the aforementioned requirements.
|
15.10.6
|
The Parties shall not export, re-export, transfer, disclose or otherwise provide physical or electronic access to technical data controlled under the
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.10.7
|
Neither Party shall modify or divert the other Party’s technical data controlled by the Export Laws to any military application, unless (i) such Party receives advance, written authorization from the other Party and (ii) such modification or diversion is done in compliance with all applicable Export Laws. Neither Party shall modify or divert the other Party’s technical data controlled by the Export Laws to any military application or other end-use prohibited by applicable Export Laws.
|
15.10.8
|
Customer represents that it is aware that all sales and distribution of IAE’s Products, which include all tangible items and related software, technology or services (together “Products and Services”), may constitute an export, re-export, or retransfer of such Products and Services. Customer certifies that such sales and distribution will be conducted in accordance with applicable Export Laws, which may require prior approval and/or prohibit transactions with sanctioned countries/regions or designated parties/entities/individuals. Customer shall not sell, transfer, export, or re-export the Products and Services, or provide any warranty, repair, replacement, or guarantee services for end-use in Cuba, Iran, North Korea, Sudan and/or Syria.
|
15.10.9
|
Each Party agrees to indemnify and hold the other Party harmless against any claims, suits, obligations, liabilities, damages, losses and judgments, injury, or expense (including attorneys’ fees and expenses) of the United States government arising from any breach of the indemnifying Party’s obligations under this Section 15.10, except to the extent of the other Party’s negligence or willful misconduct.
|
15.11
|
Press Release
|
15.12
|
Confidentiality
|
15.13
|
Assignment
|
(a)
|
IAE may assign its rights and/or delegate its obligations under this Agreement to any subsidiary or affiliate of United Technologies Corporation;
|
(b)
|
IAE may assign its rights and/or delegate its obligations under this Agreement in connection with the merger, consolidation, reorganization or voluntary sale or transfer of its assets, except that IAE may not make such an assignment if the successor entity (or an affiliate thereof) is in the business of providing scheduled passenger air transportation; and
|
(c)
|
JetBlue may assign its rights and/or delegate its obligations under this Agreement in connection with the merger, consolidation, reorganization or voluntary sale or transfer of its assets, except that JetBlue may not make such assignment if the successor entity (or an affiliate thereof) is a competitor to IAE or IAE is legally prohibited from doing business with such entity.
|
15.14
|
Insurance
|
15.15
|
Dispute Resolution and Governing Law
|
15.15.1
|
Escalation of Disputes
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.15.2
|
Governing Law and Jurisdiction
|
15.16
|
Survival
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
15.17
|
Definitions and Miscellaneous Provisions
|
16.
|
MISCELLANEOUS
|
16.1
|
All appendices and attachments attached hereto and referred to in this Agreement form an integral part of this Agreement and are hereby incorporated and made a part of this Agreement for all purposes.
|
16.2
|
Interpretation of this Agreement shall be governed by the following rules of construction: (a) Captions and headings used in this Agreement are for convenience of reference only and will not be interpreted as in any way limiting or extending the meaning of the provisions to which such captions may refer; (b) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; and (c) the word “including” and words of similar import shall mean “including, without limitation.”
|
16.3
|
If any provision of this Agreement is for any reason held invalid, such invalidity will not affect the validity of the remainder of the terms of this Agreement. Such invalid provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.
|
16.4
|
No Party will be deemed to have waived any of its rights under this Agreement except by a written waiver signed by such Party’s authorized representative.
|
16.5
|
Failure to complain of any action or inaction by the other Party or to declare the other Party in default under this Agreement, regardless of the duration of such failure, will not constitute a waiver of any of the rights of the non-defaulting party.
|
16.6
|
The relationship between the Parties created by this Agreement is that of independent contractors and not agents, employees, partners, joint venturers, or any other cooperative business arrangement and neither Party shall have the power or authority to obligate or bind the other Party in any manner whatsoever.
|
16.7
|
IAE shall be permitted to engage subcontractors to perform its obligations under this Agreement (upon obtaining the prior written consent of JetBlue); provided that IAE shall remain primarily liable for its obligations hereunder and shall be responsible for any subcontractor’s performance thereof.
|
16.8
|
This Agreement may only be amended by a written instrument signed by IAE and JetBlue. Except as provided in Section 15.17, the Parties specifically agree that any language or provisions contained on either Party’s website, or contained in any purchase order, shall be of no force and effect and shall not in any way supersede, modify or amend this Agreement.
|
17.
|
ENTIRE AGREEMENT
|
18.
|
PARTICIPATION OF PARTIES
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|||
By
|
/s/ Steve Priest
|
|||
|
|
|||
Name
|
Steve Priest
|
|||
|
|
|||
Title
|
Chief Financial Officer
|
|
|
|||
By
|
|
|||
|
|
|||
Name
|
|
|||
|
|
|||
Title
|
|
1.
|
“Accepted Technical Data” is OEM data, JetBlue data recommendations, or information that has been provided by the OEM that is not “Approved Technical Data” (as defined herein). This includes but is not limited to all operator wires; special instructions; JetBlue generation ECs, information notices, technical service items, temporary revisions; illustrated parts catalogs; and CACTUS wires.
|
2.
|
[***]
|
3.
|
“AD(s)” means an Aviation Authority-issued Engine airworthiness directive.
|
4.
|
“Additional Equipment” means any item identified as Additional Equipment in the Engine Specification applicable to a particular Engine model, and categorized as either EBU 1 or EBU 2.
|
5.
|
“Airbus” means Airbus S.A.S.
|
6.
|
“AMM” means the published Airbus Aircraft Maintenance Manual.
|
7.
|
“AMP” means JetBlue’s Aircraft Maintenance Program, as revised from time to time.
|
8.
|
“AOG Event” or “Aircraft-on-Ground Event” is a situation in which a Firm Aircraft is unavailable for operational service solely because a FMP Engine installed on such Firm Aircraft is unserviceable and incapable of continued operation after JetBlue has performed reasonable on-wing Engine corrective action and no replacement Engine is available. An AOG Event will terminate upon correction of the condition that renders the FMP Engine unserviceable or at the time a replacement Engine becomes available for operational service, whichever first occurs.
|
9.
|
“Approved Technical Data” is technical data that has been approved by the applicable Aviation Authority or by an applicable Aviation Authority DER or by IAE, and accepted by JetBlue, such acceptance not to be unreasonably withheld.
|
10.
|
“Aviation Authority” means the FAA or any other authorities, government departments, committees, or agencies which
(a)
under the laws of the State of Registration of the relevant Firm Aircraft or of the country where the Firm Aircraft is manufactured and/or certified have control or supervision of civil aviation in that state; or
(b)
have jurisdiction over the registration, airworthiness or operation of, or other matters relating to a Firm Aircraft, as long as it is substantially similar to the FAA requirements.
|
11.
|
“BFE” means “Buyer Furnished Equipment” which is the aircraft manufacturer supplied or buyer furnished engine-mounted accessories (typically including such items as integrated drive generator, quick accessory disconnect adapter, hydraulic pumps, shut-off valve, and pressure regulating valve).
|
12.
|
“Build Group” means a portion of a FMP Engine that can be a nonserialized major assembly, as designated by the Air Transport Association.
|
13.
|
[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
14.
|
“CEMP” means the program for engine maintenance established by IAE and JetBlue in accordance with Section 5.5.1 of the FMP, as may be amended from time to time.
|
15.
|
“CMM” means component maintenance manual.
|
16.
|
“Commencement Date” means the date on which JetBlue accepts delivery of its first PW1100G-JM Engine-powered Firm Aircraft in accordance with the Delivery Schedule.
|
17.
|
[***]
|
18.
|
[***]
|
19.
|
[***]
|
20.
|
[***]
|
21.
|
“Delivery Schedule” means the delivery schedule attached as Appendix 2, which may be amended from time to time in accordance with the terms of this Agreement.
|
22.
|
“DER” means Designated Engineering Representative.
|
23.
|
“Due Date” has the meaning set forth in Section 15.8.2.
|
24.
|
“EBU 1” means the equipment identified as EBU 1 in the Additional Equipment section of each Engine Specification.
|
25.
|
“EBU 2” means the equipment identified as EBU 2 in the Additional Equipment section of each Engine Specification.
|
26.
|
“Economically Repairable” generally means that the cost of the repair, exclusive of modification and transportation costs, will be equal to or less than [***] of the IAE commercial price of such new part at the time the repair is considered.
|
27.
|
“EHM” has the meaning set forth in Section 5.5.5 of the FMP.
|
28.
|
“EIS” means the entry into service of a Firm Aircraft.
|
29.
|
“Eligible Engines” has the meaning set forth in Appendix 8.
|
30.
|
“Eligible Shop Visit” means a shop visit covered by the FMP Rate, as more particularly described in Section 5.3 of the FMP.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
31.
|
“Engine(s)” means the PW1127G-JM engines or PW1133G-JM engines, as applicable, each as described in the Standard Equipment section of the Engine Specification applicable to each engine model, sold by IAE for commercial aviation use, whether installed as new equipment on Firm Aircraft or delivered directly to JetBlue from IAE as Firm Spare Engine, or as otherwise made subject to this Agreement by mutual consent of the Parties.
|
32.
|
“Engine Build Up” or “EBU” refers to either the EBU 1 or EBU 2, as applicable, as each is described in the Additional Equipment section of the Engine Specification applicable to each Engine model.
|
33.
|
[***]
|
34.
|
“Engine Escalation Formula” means the PW1100G-JM Engine Price Escalation Formula for PW1100G-JM Engines attached to this Agreement as Appendix 4.
|
35.
|
“Engine Shipset” means two (2) new Engines delivered by IAE to Airbus for installation on a Firm Aircraft.
|
36.
|
“Engine Specification” means the engine specification for each engine model, attached as Appendix 3, which is subject to revision prior to Engine delivery.
|
37.
|
“Engine Warranty and Service Policy” or “Service Policy” means the Warranties and Service Policies for the PW1100G-JM Engine attached as Appendix 6.
|
38.
|
“Equipment” means engines, modules, parts, components and EBU and similar engine mounted hardware as well as any nacelle or aircraft parts, including as to each of the aforementioned, any and all parts or details of such parts that comprise such Equipment.
|
39.
|
“[***]” has the meaning set forth in Section 5.1.1c.
|
40.
|
[***]
|
41.
|
“Exchange Parts” has the meaning set forth in Section 13.1.4 of the FMP.
|
42.
|
“Excusable Delay(s)” has the meaning set forth in Section 15.9.
|
43.
|
“External Equipment” means any accessory, component, or part that is mounted, directly or indirectly, to the outside of any engine case, case flange, or to the main gearbox, including Engine accessory components, line replacement units, BFE, EBU parts and hardware, nacelle propulsion system components and any related mounting hardware, wiring
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
44.
|
“Extreme Environmental Conditions” means atmospheric conditions typical of a severe environment, including but not limited to, high concentrations of particulates such as, volcanic ash, or those found in sand storms.
|
45.
|
“Ex Works” has the meaning set forth in lncoterms 2010, as promulgated by the International Chamber of Commerce.
|
46.
|
“FAR” means the then current Federal Aviation Regulations as established by the FAA.
|
47.
|
[***]
|
48.
|
“FAA” means the Federal Aviation Administration of the United States of America or any successor agency thereto.
|
49.
|
“Firm Aircraft” means any of the Initial Firm Aircraft or the Incremental Aircraft.
|
50.
|
“Firm Spare Engine” means any of the Initial Firm Spare Engines or the Incremental Firm Spare Engines.
|
51.
|
“FMP” means the Fleet Management Program set out in Appendix 18.
|
52.
|
“FMP Engine(s)” means any of the Engines to be covered under the FMP as set out in Article 1 of the FMP.
|
53.
|
[***]
|
54.
|
“FMP Rate” has the meaning set out in Section 3.1 of the FMP
|
55.
|
“FOD” or [***] means [***].
|
56.
|
“GMM” means JetBlue’s General Maintenance Manual, as revised from time to time, which outlines JetBlue’s maintenance policies and procedures.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
57.
|
“Guarantee Plan Specific Conditions” means the operating conditions set forth in Appendix 8, Article 2.
|
58.
|
“Guarantee Plan(s)” means [***].
|
59.
|
“IAE” means International Aero Engines, LLC, a limited liability company organized and existing under the laws of Delaware, which has an office located at 400 Main Street, East Hartford, Connecticut 06118.
|
60.
|
“IAE Invoice Price” means, for purposes of calculating the [***], the Invoice Price of an Engine Shipset installed on a Firm Aircraft.
|
61.
|
“IAE Network” means IAE’s designated network of maintenance, repair, and/or overhaul facilities as agreed to and approved by JetBlue, such approval not to be unreasonably withheld. For purposes of Section 10.50of the FMP, the “Initial IAE Network” shall only include facilities in: USA, Singapore, Japan, and Germany.
|
62.
|
“Incremental Aircraft” means any of the forty-five (45) new firm-ordered PW1133G-JM Engine-powered A321neo aircraft identified in the Delivery Schedule as “Incremental Aircraft.”`
|
63.
|
“Incremental Firm Spare Engines” means any of the seven (7) new firm-ordered spare PW1133G-JM Engines identified in the Delivery Schedule as an “Incremental Spare Engine.”
|
64.
|
“Initial Firm Aircraft” means any of the forty (40) new firm-ordered PW1127G-JM Engine-powered A320neo aircraft or new firm-ordered PW1133G-JM Engine-powered A321neo aircraft identified in the Delivery Schedule as “Initial Firm Aircraft,” subject to Section 7.2.
|
65.
|
“Initial Firm Spare Engine” means any of the six (6) new firm-ordered spare PW1127G-JM Engines or PW1133G-JM Engines, as applicable, identified in the Delivery Schedule as an “Initial Firm Spare Engine,” subject to Section 7.2.
|
66.
|
“Introductory Assistance Credit” means the credit per Firm Aircraft that IAE will provide to JetBlue, as more particularly described in Article 4 of this Agreement.
|
67.
|
“Invoice Price” means the Unit Base Price per Engine Shipset or the Unit Base Price per Firm Spare Engine, escalated in accordance with the Engine Escalation Formula from the
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
68.
|
“JetBlue” means JetBlue Airways Corporation, a corporation organized and existing under the laws of Delaware, United States, which has an office located at 27-01 Queens Plaza North, Long Island City, New York 11101.
|
69.
|
“LLPs” or “Life Limited Parts” means those rotating Parts which have a Parts Life Limit. For purposes of this Agreement, LLPs do not include static, non-rotating LLPs.
|
70.
|
[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
71.
|
“Maintenance Services” has the meaning set forth in Section 13.1.1 of the FMP.
|
72.
|
“Minimum LLP Build Standard” has the meaning set forth in the Specific Conditions, and may be modified by the CEMP in consultation with JetBlue.
|
73.
|
“Minimum Spare Engine Ratio” means the minimum ratio of spare Engines-to-installed Engines in JetBlue’s fleet maintained solely for JetBlue’s operational use, set forth in 0 to the FMP.
|
74.
|
“Missing Part” means any part, including, but not limited to, accessories, that was not installed on an Engine at the time of induction or was not subsequently provided to IAE by JetBlue for such FMP Engine’s shop visit.
|
75.
|
“Non-Affiliated Third Party” means a third party who is not an ‘Affiliate’ as defined by the Securities Act of 1933.
|
76.
|
“Obligated Party” has the meaning set forth in Section 15.12.
|
77.
|
“OEM” means original equipment manufacturer.
|
78.
|
“Off-Wing” means the removal of a FMP Engine from a Firm Aircraft for Maintenance Services covered under the FMP Rate. For the avoidance of doubt, for purposes of this FMP, “Off-Wing” shall not mean the removal of a FMP Engine from a Firm Aircraft to facilitate the performance of work (not covered under the FMP Rate or T&M Rates and Charges) on such FMP Engine by JetBlue or JetBlue’s designated service provider within a JetBlue facility or a facility designated by JetBlue.
|
79.
|
“Operational Parameters” has the meaning set forth in 0 of the FMP.
|
80.
|
“Original Agreement” means the PurePower® PW1100G-JM Engine Purchase Support Agreement, dated as of June 19, 2012, as amended, modified or supplemented from time to time.
|
81.
|
“PAH” or “Production Approval Holder” means an entity holding a production certificate issued under the authority of the FAA.
|
82.
|
“Parts” means Engine parts sold by IAE and delivered as original equipment in an Engine or Engine parts sold and delivered by IAE as new spare parts in support of an Engine.
|
83.
|
“Parts Life Limit” means the maximum allowable total parts time or total parts cycles for specific Parts, including re-operation if applicable, as established by IAE and the applicable Airworthiness Authority. Parts Life Limits are published in the Airworthiness Limitations section of the applicable Instructions for Continued Airworthiness.
|
84.
|
“Party” or “Parties” means IAE or JetBlue individually or both collectively, respectively.
|
85.
|
“Performance Restoration Shop Visit” means a shop visit at which maintenance is performed to enable an FMP Engine to achieve its next full interval in accordance with the CEMP.
|
86.
|
[***]
|
87.
|
“PMA” or “Parts Manufacturer Approval” means the authority granted by the FAA to manufacture parts for installation in type-certificated products.
|
88.
|
[***]
|
89.
|
“Product Support Plan” means the Product Support Plan for First-Generation Owners/Operators Acquiring New IAE PurePower® PW1100G-JM Engines, attached as Appendix 5.
|
90.
|
“Program Coordinator’’ has the meaning set forth in Section 5.5.3 of the FMP.
|
91.
|
“Program Manager” has the meaning set forth in Section 5.5.3 of the FMP.
|
92.
|
[***]
|
93.
|
[***]
|
94.
|
[***]
|
95.
|
“Qualifying Performance Restoration Shop Visit” means a Performance Restoration Shop Visit performed at an IAE Network maintenance facility.
|
96.
|
[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
97.
|
“Records” has the meaning set forth in Section 12.2.3 of the FMP.
|
98.
|
[***]
|
99.
|
[***]
|
100.
|
“SB(s)” means an IAE-issued Engine service bulletin.
|
101.
|
“Scrapped” means those parts determined by IAE to be unserviceable and not Economically Repairable.
|
102.
|
“Shipping Stand” means an operable shipping stand, suitable for road shipment of spare PW1100G-JM Engines.
|
103.
|
“Spare Engine Credit” means the credit per Firm Spare Engine that IAE will provide to JetBlue, as more particularly described in Article 4 of this Agreement.
|
104.
|
“Spare Parts Provisioning and Tooling Credit” means the credit that IAE will provide to JetBlue, as more particularly described in Section 4.3 of this Agreement.
|
105.
|
“Specific Conditions” are the operating conditions set forth in 0 to the FMP, upon which the FMP Rate is predicated.
|
106.
|
“Standard Equipment” means any item identified under the Standard Equipment section of the applicable Engine Specification, Appendix 3.
|
107.
|
“State of Registration” means the country in which the Firm Aircraft are registered.
|
108.
|
“T&M Rates and Charges” are those rates and charges contained in 0 for Maintenance Services not covered under the FMP Rate.
|
109.
|
[***]
|
110.
|
“TCH” or “Type Certificate Holder” means an entity holding a type certificate issued under the authority of the FAA or EASA.
|
111.
|
“Term” has the meaning set forth in Article 2 of FMP.
|
112.
|
“TSM” has the meaning set forth in Section 5.3.4 of FMP.
|
113.
|
“Unit Base Price” means the respective IAE unit base price set forth in Article 4.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
114.
|
“United States Prime Rate” means the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks then in effect and listed in the eastern print edition of The Wall Street Journal.
|
115.
|
[***]
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
BASE TYPE
|
SCHEDULED DELIVERY MONTH/QUARTER
|
SCHEDULED DELIVERY YEAR
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2020
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
BASE TYPE
|
SCHEDULED DELIVERY MONTH/QUARTER
|
SCHEDULED DELIVERY YEAR
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2021
|
A320NEO
|
[***]
|
2022
|
A320NEO
|
[***]
|
2022
|
A320NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
BASE TYPE
|
SCHEDULED DELIVERY MONTH/QUARTER
|
SCHEDULED DELIVERY YEAR
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2019
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2020
|
A321NEO
|
[***]
|
2021
|
A321NEO
|
[***]
|
2021
|
A321NEO
|
[***]
|
2021
|
A321NEO
|
[***]
|
2021
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2022
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
BASE TYPE
|
SCHEDULED DELIVERY MONTH/QUARTER
|
SCHEDULED DELIVERY YEAR
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2023
|
A321NEO
|
[***]
|
2024
|
A321NEO
|
[***]
|
2024
|
A321NEO
|
[***]
|
2024
|
A321NEO
|
[***]
|
2024
|
A321NEO
|
[***]
|
2024
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
QUANTITY
|
DELIVERY DATE
|
FIRM SPARE ENGINE
|
1
|
[***]2019
|
Initial Spare Engine
|
1
|
[***]2019
|
Incremental Spare Engine
|
1
|
[***]2019
|
Incremental Spare Engine
|
1
|
[***]2020
|
Initial Spare Engine
|
1
|
[***]2020
|
Incremental Spare Engine
|
1
|
[***]2020
|
Incremental Spare Engine
|
1
|
[***]2020
|
Initial Spare Engine
|
1
|
[***]2021
|
Initial Spare Engine
|
1
|
[***]2021
|
Incremental Spare Engine
|
1
|
[***]2021
|
Initial Spare Engine
|
1
|
[***]2021
|
Incremental Spare Engine
|
1
|
[***]2021
|
Initial Spare Engine
|
1
|
[***]2022
|
Incremental Spare Engine
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
1.
|
BASE AMOUNT
|
2.
|
BASE PERIOD AND BASE POINT
|
3.
|
INDEXES
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
4.
|
ESCALATION FORMULA
|
5.
|
GENERAL PROVISIONS
|
5.1
|
Roundings
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
5.2
|
Substitution of Indexes for Escalation Formula
|
5.2.1
|
the United States Department of Labor substantially revises the methodology of calculation of the Labor Index, the Material Index, or the Metal Index as used in the Price Escalation Formula, or
|
5.2.2
|
the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index, such Material Index, or such Metal Index, or
|
5.2.3
|
the data samples used to calculate such Labor Index, such Material Index, or such Metal Index are substantially changed, the Seller shall select a substitute index for inclusion in the Price Escalation Formula (the “Substitute Index”).
|
5.3
|
Final Index Values
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
6.
|
SAMPLE ESCALATION FORMULA CALCULATION
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Earnings:
|
|
|
|
||||
Income before income taxes
(2)
|
$
|
110
|
|
|
$
|
121
|
|
Less: Capitalized interest
|
(2
|
)
|
|
(2
|
)
|
||
Add:
|
|
|
|
||||
Fixed charges
|
42
|
|
|
48
|
|
||
Amortization of capitalized interest
|
1
|
|
|
1
|
|
||
Adjusted earnings
(2)
|
$
|
151
|
|
|
$
|
168
|
|
Fixed charges:
|
|
|
|
||||
Interest expense
|
$
|
21
|
|
|
$
|
24
|
|
Amortization of debt costs
|
1
|
|
|
1
|
|
||
Rent expense representative of interest
|
20
|
|
|
23
|
|
||
Total fixed charges
|
$
|
42
|
|
|
$
|
48
|
|
Ratio of earnings to fixed charges
(1)(2)
|
3.63
|
|
|
3.50
|
|
||
|
|
|
|
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:
|
April 27, 2018
|
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:
|
April 27, 2018
|
|
By:
|
/s/ STEVE PRIEST
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
April 27, 2018
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
April 27, 2018
|
|
By:
|
/s/ STEVE PRIEST
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|