|
|
|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
38-1747023
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
2800 Executive Way
Miramar, Florida
|
33025
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
(Do not check if a smaller reporting company)
|
Emerging growth company
|
o
|
Class
|
|
Number of Shares
|
Common Stock, $0.0001 par value
|
|
68,250,665
|
|
Page No.
|
||||
|
|||||
|
|
||||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
||||
|
|
|
|||
|
|
||||
|
|
||||
|
|||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
ITEM 1.
|
UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating revenues:
|
|
|
|
||||
Passenger
|
$
|
689,141
|
|
|
$
|
572,287
|
|
Other
|
14,997
|
|
|
17,670
|
|
||
Total operating revenues
|
704,138
|
|
|
589,957
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Aircraft fuel
|
204,646
|
|
|
139,782
|
|
||
Salaries, wages and benefits
|
155,096
|
|
|
127,138
|
|
||
Aircraft rent
|
50,191
|
|
|
57,070
|
|
||
Landing fees and other rents
|
49,630
|
|
|
40,448
|
|
||
Depreciation and amortization
|
39,373
|
|
|
31,509
|
|
||
Maintenance, materials and repairs
|
29,710
|
|
|
26,312
|
|
||
Distribution
|
30,631
|
|
|
25,772
|
|
||
Special charges
|
89,168
|
|
|
4,776
|
|
||
Loss on disposal of assets
|
848
|
|
|
1,105
|
|
||
Other operating
|
93,642
|
|
|
77,703
|
|
||
Total operating expenses
|
742,935
|
|
|
531,615
|
|
||
|
|
|
|
||||
Operating income (loss)
|
(38,797
|
)
|
|
58,342
|
|
||
|
|
|
|
||||
Other (income) expense:
|
|
|
|
||||
Interest expense
|
17,849
|
|
|
12,473
|
|
||
Capitalized interest
|
(2,252
|
)
|
|
(3,580
|
)
|
||
Interest income
|
(4,066
|
)
|
|
(1,313
|
)
|
||
Other expense
|
133
|
|
|
3
|
|
||
Special charges, non-operating
|
9,201
|
|
|
—
|
|
||
Total other (income) expense
|
20,865
|
|
|
7,583
|
|
||
|
|
|
|
||||
Income (loss) before income taxes
|
(59,662
|
)
|
|
50,759
|
|
||
Provision (benefit) for income taxes
|
(14,740
|
)
|
|
19,498
|
|
||
|
|
|
|
||||
Net income (loss)
|
$
|
(44,922
|
)
|
|
$
|
31,261
|
|
Basic earnings per share
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
Diluted earnings per share
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss)
|
$
|
(44,922
|
)
|
|
$
|
31,261
|
|
Unrealized gain (loss) on short-term investment securities, net of deferred taxes of ($8) and ($8)
|
(23
|
)
|
|
(13
|
)
|
||
Interest rate derivative loss reclassified into earnings, net of taxes of $21 and $31
|
58
|
|
|
53
|
|
||
Other comprehensive income (loss)
|
$
|
35
|
|
|
$
|
40
|
|
Comprehensive income (loss)
|
$
|
(44,887
|
)
|
|
$
|
31,301
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
898,457
|
|
|
$
|
800,849
|
|
Short-term investment securities
|
101,254
|
|
|
100,937
|
|
||
Accounts receivable, net
|
52,313
|
|
|
49,323
|
|
||
Aircraft maintenance deposits, net
|
95,167
|
|
|
175,615
|
|
||
Income tax receivable
|
69,844
|
|
|
69,844
|
|
||
Prepaid expenses and other current assets
|
81,806
|
|
|
85,542
|
|
||
Total current assets
|
1,298,841
|
|
|
1,282,110
|
|
||
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Flight equipment
|
2,853,431
|
|
|
2,291,110
|
|
||
Ground property and equipment
|
161,398
|
|
|
155,166
|
|
||
Less accumulated depreciation
|
(235,532
|
)
|
|
(207,808
|
)
|
||
|
2,779,297
|
|
|
2,238,468
|
|
||
Deposits on flight equipment purchase contracts
|
205,040
|
|
|
253,687
|
|
||
Long-term aircraft maintenance deposits
|
149,751
|
|
|
150,617
|
|
||
Deferred heavy maintenance, net
|
138,942
|
|
|
99,915
|
|
||
Other long-term assets
|
82,560
|
|
|
121,003
|
|
||
Total assets
|
$
|
4,654,431
|
|
|
$
|
4,145,800
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
31,674
|
|
|
$
|
22,822
|
|
Air traffic liability
|
357,193
|
|
|
263,711
|
|
||
Current maturities of long-term debt and capital leases
|
280,281
|
|
|
115,430
|
|
||
Other current liabilities
|
378,178
|
|
|
262,370
|
|
||
Total current liabilities
|
1,047,326
|
|
|
664,333
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
1,570,926
|
|
|
1,387,498
|
|
||
Deferred income taxes
|
292,888
|
|
|
308,814
|
|
||
Deferred gains and other long-term liabilities
|
23,486
|
|
|
22,581
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock
|
7
|
|
|
7
|
|
||
Additional paid-in-capital
|
363,230
|
|
|
360,153
|
|
||
Treasury stock, at cost
|
(66,813
|
)
|
|
(65,854
|
)
|
||
Retained earnings
|
1,424,810
|
|
|
1,469,732
|
|
||
Accumulated other comprehensive loss
|
(1,429
|
)
|
|
(1,464
|
)
|
||
Total shareholders’ equity
|
1,719,805
|
|
|
1,762,574
|
|
||
Total liabilities and shareholders’ equity
|
$
|
4,654,431
|
|
|
$
|
4,145,800
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
(44,922
|
)
|
|
$
|
31,261
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Losses reclassified from other comprehensive income
|
79
|
|
|
84
|
|
||
Stock-based compensation
|
3,075
|
|
|
2,816
|
|
||
Allowance for doubtful accounts (recoveries)
|
(7
|
)
|
|
(30
|
)
|
||
Amortization of deferred gains and losses and debt issuance costs
|
1,624
|
|
|
3,351
|
|
||
Depreciation and amortization
|
39,373
|
|
|
31,509
|
|
||
Deferred income tax expense (benefit)
|
(20,266
|
)
|
|
19,474
|
|
||
Loss on disposal of assets
|
848
|
|
|
1,105
|
|
||
Lease termination costs
|
—
|
|
|
4,776
|
|
||
Special charges, non-operating
|
9,201
|
|
|
—
|
|
||
|
|
|
|
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(2,983
|
)
|
|
(7,526
|
)
|
||
Aircraft maintenance deposits, net
|
14,844
|
|
|
(12,774
|
)
|
||
Prepaid income taxes
|
—
|
|
|
(846
|
)
|
||
Long-term deposits and other assets
|
3,512
|
|
|
(13,559
|
)
|
||
Deferred heavy maintenance
|
(50,712
|
)
|
|
(9,558
|
)
|
||
Accounts payable
|
6,227
|
|
|
18,937
|
|
||
Air traffic liability
|
93,483
|
|
|
104,285
|
|
||
Other liabilities
|
117,779
|
|
|
(382
|
)
|
||
Other
|
(20
|
)
|
|
115
|
|
||
Net cash provided by operating activities
|
171,135
|
|
|
173,038
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of available-for-sale investment securities
|
(30,853
|
)
|
|
(24,490
|
)
|
||
Proceeds from the maturity of available-for-sale investment securities
|
30,504
|
|
|
24,219
|
|
||
Pre-delivery deposits for flight equipment, net of refunds
|
(41,580
|
)
|
|
(44,752
|
)
|
||
Capitalized interest
|
(1,500
|
)
|
|
(1,647
|
)
|
||
Purchase of property and equipment
|
(237,221
|
)
|
|
(111,141
|
)
|
||
Net cash used in investing activities
|
(280,650
|
)
|
|
(157,811
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
227,128
|
|
|
115,526
|
|
||
Proceeds from stock options exercised
|
2
|
|
|
—
|
|
||
Payments on debt and capital lease obligations
|
(18,847
|
)
|
|
(10,235
|
)
|
||
Repurchase of common stock
|
(959
|
)
|
|
(1,034
|
)
|
||
Debt issuance costs
|
(201
|
)
|
|
(2,274
|
)
|
||
Net cash provided by financing activities
|
207,123
|
|
|
101,983
|
|
||
Net (decrease) increase in cash and cash equivalents
|
97,608
|
|
|
117,210
|
|
||
Cash and cash equivalents at beginning of period
|
800,849
|
|
|
700,900
|
|
||
Cash and cash equivalents at end of period
|
$
|
898,457
|
|
|
$
|
818,110
|
|
Supplemental disclosures
|
|
|
|
||||
Cash payments for:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
8,569
|
|
|
$
|
3,943
|
|
Income taxes paid, net of refunds
|
$
|
679
|
|
|
$
|
2,881
|
|
Non-cash transactions:
|
|
|
|
||||
Capital expenditures funded by capital lease borrowings
|
$
|
(237,042
|
)
|
|
$
|
(130
|
)
|
1.
|
Basis of Presentation
|
2.
|
Recent Accounting Developments
|
3.
|
Special Charges
|
4.
|
Revenue Recognition
|
|
Year ended December 31, 2017
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Passenger
|
$
|
1,366,034
|
|
|
$
|
1,206,853
|
|
|
$
|
2,572,887
|
|
Other
|
1,281,632
|
|
|
(1,210,967
|
)
|
|
70,665
|
|
|||
Total operating revenues
|
2,647,666
|
|
|
(4,114
|
)
|
|
2,643,552
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Aircraft fuel
|
615,581
|
|
|
—
|
|
|
615,581
|
|
|||
Salaries, wages and benefits
|
527,959
|
|
|
—
|
|
|
527,959
|
|
|||
Aircraft rent
|
205,852
|
|
|
—
|
|
|
205,852
|
|
|||
Landing fees and other rents
|
180,655
|
|
|
—
|
|
|
180,655
|
|
|||
Depreciation and amortization
|
140,152
|
|
|
—
|
|
|
140,152
|
|
|||
Maintenance, materials and repairs
|
110,439
|
|
|
—
|
|
|
110,439
|
|
|||
Distribution
|
113,620
|
|
|
(148
|
)
|
|
113,472
|
|
|||
Special charges
|
12,629
|
|
|
—
|
|
|
12,629
|
|
|||
Loss on disposal of assets
|
4,168
|
|
|
—
|
|
|
4,168
|
|
|||
Other operating
|
347,820
|
|
|
—
|
|
|
347,820
|
|
|||
Total operating expenses
|
2,258,875
|
|
|
(148
|
)
|
|
2,258,727
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
388,791
|
|
|
(3,966
|
)
|
|
384,825
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest expense
|
57,302
|
|
|
—
|
|
|
57,302
|
|
|||
Capitalized interest
|
(13,793
|
)
|
|
—
|
|
|
(13,793
|
)
|
|||
Interest income
|
(8,736
|
)
|
|
—
|
|
|
(8,736
|
)
|
|||
Other expense
|
366
|
|
|
—
|
|
|
366
|
|
|||
Total other (income) expense
|
35,139
|
|
|
—
|
|
|
35,139
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
353,652
|
|
|
(3,966
|
)
|
|
349,686
|
|
|||
Provision (benefit) for income taxes
|
(66,954
|
)
|
|
1,118
|
|
|
(65,836
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
420,606
|
|
|
$
|
(5,084
|
)
|
|
$
|
415,522
|
|
Basic earnings per share
|
$
|
6.08
|
|
|
$
|
(0.07
|
)
|
|
$
|
6.00
|
|
Diluted earnings per share
|
$
|
6.06
|
|
|
$
|
(0.07
|
)
|
|
$
|
5.99
|
|
|
Year ended December 31, 2016
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Passenger
|
$
|
1,200,621
|
|
|
$
|
1,057,180
|
|
|
$
|
2,257,801
|
|
Other
|
1,121,335
|
|
|
(1,059,115
|
)
|
|
62,220
|
|
|||
Total operating revenues
|
2,321,956
|
|
|
(1,935
|
)
|
|
2,320,021
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
472,471
|
|
|
—
|
|
|
472,471
|
|
|||
Aircraft fuel
|
447,553
|
|
|
—
|
|
|
447,553
|
|
|||
Aircraft rent
|
201,675
|
|
|
—
|
|
|
201,675
|
|
|||
Landing fees and other rents
|
151,679
|
|
|
—
|
|
|
151,679
|
|
|||
Depreciation and amortization
|
101,136
|
|
|
—
|
|
|
101,136
|
|
|||
Maintenance, materials and repairs
|
98,587
|
|
|
—
|
|
|
98,587
|
|
|||
Distribution
|
96,627
|
|
|
268
|
|
|
96,895
|
|
|||
Special charges
|
37,189
|
|
|
—
|
|
|
37,189
|
|
|||
Loss on disposal of assets
|
4,187
|
|
|
—
|
|
|
4,187
|
|
|||
Other operating
|
267,191
|
|
|
—
|
|
|
267,191
|
|
|||
Total operating expenses
|
1,878,295
|
|
|
268
|
|
|
1,878,563
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
443,661
|
|
|
(2,203
|
)
|
|
441,458
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest expense
|
41,654
|
|
|
—
|
|
|
41,654
|
|
|||
Capitalized interest
|
(12,705
|
)
|
|
—
|
|
|
(12,705
|
)
|
|||
Interest income
|
(5,276
|
)
|
|
—
|
|
|
(5,276
|
)
|
|||
Other expense
|
528
|
|
|
—
|
|
|
528
|
|
|||
Total other (income) expense
|
24,201
|
|
|
—
|
|
|
24,201
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
419,460
|
|
|
(2,203
|
)
|
|
417,257
|
|
|||
Provision (benefit) for income taxes
|
154,581
|
|
|
(807
|
)
|
|
153,774
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
264,879
|
|
|
$
|
(1,396
|
)
|
|
$
|
263,483
|
|
Basic earnings per share
|
$
|
3.77
|
|
|
$
|
(0.02
|
)
|
|
$
|
3.75
|
|
Diluted earnings per share
|
$
|
3.76
|
|
|
$
|
(0.02
|
)
|
|
$
|
3.74
|
|
|
For the Quarter ended
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Passenger
|
$
|
572,287
|
|
|
$
|
680,880
|
|
|
$
|
669,072
|
|
|
$
|
650,647
|
|
Other
|
17,670
|
|
|
19,305
|
|
|
18,155
|
|
|
15,535
|
|
||||
Total operating revenues
|
589,957
|
|
|
700,185
|
|
|
687,227
|
|
|
666,182
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel
|
139,782
|
|
|
142,294
|
|
|
158,300
|
|
|
175,205
|
|
||||
Salaries, wages and benefits
|
127,138
|
|
|
129,892
|
|
|
134,114
|
|
|
136,815
|
|
||||
Aircraft rent
|
57,070
|
|
|
52,566
|
|
|
53,396
|
|
|
42,820
|
|
||||
Landing fees and other rents
|
40,448
|
|
|
45,592
|
|
|
48,498
|
|
|
46,117
|
|
||||
Depreciation and amortization
|
31,509
|
|
|
35,331
|
|
|
36,840
|
|
|
36,472
|
|
||||
Maintenance, materials and repairs
|
26,312
|
|
|
28,985
|
|
|
26,176
|
|
|
28,966
|
|
||||
Distribution
|
25,772
|
|
|
29,835
|
|
|
29,695
|
|
|
28,170
|
|
||||
Special charges
|
4,776
|
|
|
—
|
|
|
7,853
|
|
|
—
|
|
||||
Loss on disposal of assets
|
1,105
|
|
|
1,493
|
|
|
516
|
|
|
1,054
|
|
||||
Other operating
|
77,703
|
|
|
102,885
|
|
|
87,965
|
|
|
79,267
|
|
||||
Total operating expenses
|
531,615
|
|
|
568,873
|
|
|
583,353
|
|
|
574,886
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
58,342
|
|
|
131,312
|
|
|
103,874
|
|
|
91,296
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other (income) expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
12,473
|
|
|
13,746
|
|
|
15,018
|
|
|
16,065
|
|
||||
Capitalized interest
|
(3,580
|
)
|
|
(3,342
|
)
|
|
(3,203
|
)
|
|
(3,668
|
)
|
||||
Interest income
|
(1,313
|
)
|
|
(1,828
|
)
|
|
(2,605
|
)
|
|
(2,990
|
)
|
||||
Other expense
|
3
|
|
|
104
|
|
|
114
|
|
|
145
|
|
||||
Total other (income) expense
|
7,583
|
|
|
8,680
|
|
|
9,324
|
|
|
9,552
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
50,759
|
|
|
122,632
|
|
|
94,550
|
|
|
81,744
|
|
||||
Provision (benefit) for income taxes
|
19,498
|
|
|
45,391
|
|
|
34,506
|
|
|
(165,231
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
31,261
|
|
|
$
|
77,241
|
|
|
$
|
60,044
|
|
|
$
|
246,975
|
|
Basic earnings per share
|
$
|
0.45
|
|
|
$
|
1.11
|
|
|
$
|
0.87
|
|
|
$
|
3.59
|
|
Diluted earnings per share
|
$
|
0.45
|
|
|
$
|
1.11
|
|
|
$
|
0.86
|
|
|
$
|
3.58
|
|
|
|
|
Adjustments, for the Quarter ended
|
|
|
||||||||||||||||||
|
Full Year 2017 As Reported
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
Full Year 2017 Adjusted
|
||||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Passenger
|
$
|
1,366,034
|
|
|
$
|
272,525
|
|
|
$
|
308,959
|
|
|
$
|
312,865
|
|
|
$
|
312,504
|
|
|
$
|
2,572,887
|
|
Other
|
1,281,632
|
|
|
(274,314
|
)
|
|
(310,455
|
)
|
|
(312,869
|
)
|
|
(313,329
|
)
|
|
70,665
|
|
||||||
Total operating revenues
|
2,647,666
|
|
|
(1,789
|
)
|
|
(1,496
|
)
|
|
(4
|
)
|
|
(825
|
)
|
|
2,643,552
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aircraft fuel
|
615,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
615,581
|
|
||||||
Salaries, wages and benefits
|
527,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527,959
|
|
||||||
Aircraft rent
|
205,852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,852
|
|
||||||
Landing fees and other rents
|
180,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,655
|
|
||||||
Depreciation and amortization
|
140,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,152
|
|
||||||
Maintenance, materials and repairs
|
110,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,439
|
|
||||||
Distribution
|
113,620
|
|
|
(726
|
)
|
|
(73
|
)
|
|
226
|
|
|
425
|
|
|
113,472
|
|
||||||
Special charges
|
12,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,629
|
|
||||||
Loss on disposal of assets
|
4,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,168
|
|
||||||
Other operating
|
347,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,820
|
|
||||||
Total operating expenses
|
2,258,875
|
|
|
(726
|
)
|
|
(73
|
)
|
|
226
|
|
|
425
|
|
|
2,258,727
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
388,791
|
|
|
(1,063
|
)
|
|
(1,423
|
)
|
|
(230
|
)
|
|
(1,250
|
)
|
|
384,825
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
57,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,302
|
|
||||||
Capitalized interest
|
(13,793
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,793
|
)
|
||||||
Interest income
|
(8,736
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,736
|
)
|
||||||
Other expense
|
366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366
|
|
||||||
Total other (income) expense
|
35,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,139
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
353,652
|
|
|
(1,063
|
)
|
|
(1,423
|
)
|
|
(230
|
)
|
|
(1,250
|
)
|
|
349,686
|
|
||||||
Provision (benefit) for income taxes
|
(66,954
|
)
|
|
(389
|
)
|
|
(522
|
)
|
|
(84
|
)
|
|
2,113
|
|
|
(65,836
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
420,606
|
|
|
$
|
(674
|
)
|
|
$
|
(901
|
)
|
|
$
|
(146
|
)
|
|
$
|
(3,363
|
)
|
|
$
|
415,522
|
|
Basic earnings per share
|
$
|
6.08
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
6.00
|
|
Diluted earnings per share
|
$
|
6.06
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
5.99
|
|
|
Year ended December 31, 2017
|
||||||||||
|
(in thousands)
|
||||||||||
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
800,849
|
|
|
$
|
—
|
|
|
$
|
800,849
|
|
Short-term investment securities
|
100,937
|
|
|
—
|
|
|
100,937
|
|
|||
Accounts receivable, net
|
49,323
|
|
|
—
|
|
|
49,323
|
|
|||
Aircraft maintenance deposits, net
|
175,615
|
|
|
—
|
|
|
175,615
|
|
|||
Income tax receivable
|
69,844
|
|
|
—
|
|
|
69,844
|
|
|||
Prepaid expenses and other current assets
|
83,692
|
|
|
1,850
|
|
|
85,542
|
|
|||
Total current assets
|
1,280,260
|
|
|
1,850
|
|
|
1,282,110
|
|
|||
|
|
|
|
|
|
||||||
Property and equipment:
|
|
|
|
|
|
||||||
Flight equipment
|
2,291,110
|
|
|
—
|
|
|
2,291,110
|
|
|||
Ground property and equipment
|
155,166
|
|
|
—
|
|
|
155,166
|
|
|||
Less accumulated depreciation
|
(207,808
|
)
|
|
—
|
|
|
(207,808
|
)
|
|||
|
2,238,468
|
|
|
—
|
|
|
2,238,468
|
|
|||
Deposits on flight equipment purchase contracts
|
253,687
|
|
|
—
|
|
|
253,687
|
|
|||
Long-term aircraft maintenance deposits
|
150,617
|
|
|
—
|
|
|
150,617
|
|
|||
Deferred heavy maintenance, net
|
99,915
|
|
|
—
|
|
|
99,915
|
|
|||
Other long-term assets
|
121,003
|
|
|
—
|
|
|
121,003
|
|
|||
Total assets
|
$
|
4,143,950
|
|
|
$
|
1,850
|
|
|
$
|
4,145,800
|
|
|
|
|
|
|
|
||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
22,822
|
|
|
$
|
—
|
|
|
$
|
22,822
|
|
Air traffic liability
|
246,404
|
|
|
17,307
|
|
|
263,711
|
|
|||
Current maturities of long-term debt
|
115,430
|
|
|
—
|
|
|
115,430
|
|
|||
Other current liabilities
|
262,370
|
|
|
—
|
|
|
262,370
|
|
|||
Total current liabilities
|
647,026
|
|
|
17,307
|
|
|
664,333
|
|
|||
|
|
|
|
|
|
||||||
Long-term debt, less current maturities
|
1,387,498
|
|
|
—
|
|
|
1,387,498
|
|
|||
Deferred income taxes
|
313,140
|
|
|
(4,326
|
)
|
|
308,814
|
|
|||
Deferred gains and other long-term liabilities
|
19,205
|
|
|
3,376
|
|
|
22,581
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2017; 69,770,795 issued and 68,196,964 outstanding as of December 31, 2017
|
7
|
|
|
—
|
|
|
7
|
|
|||
Additional paid-in-capital
|
360,153
|
|
|
—
|
|
|
360,153
|
|
|||
Treasury stock, at cost: 1,573,831 shares as of December 31, 2017
|
(65,854
|
)
|
|
—
|
|
|
(65,854
|
)
|
|||
Retained earnings
|
1,484,239
|
|
|
(14,507
|
)
|
|
1,469,732
|
|
|||
Accumulated other comprehensive loss
|
(1,464
|
)
|
|
—
|
|
|
(1,464
|
)
|
|||
Total shareholders’ equity
|
1,777,081
|
|
|
(14,507
|
)
|
|
1,762,574
|
|
|||
Total liabilities and shareholders’ equity
|
$
|
4,143,950
|
|
|
$
|
1,850
|
|
|
$
|
4,145,800
|
|
|
Year ended December 31, 2016
|
||||||||||
|
(in thousands)
|
||||||||||
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
700,900
|
|
|
$
|
—
|
|
|
$
|
700,900
|
|
Short-term investment securities
|
100,155
|
|
|
—
|
|
|
100,155
|
|
|||
Accounts receivable, net
|
41,136
|
|
|
—
|
|
|
41,136
|
|
|||
Aircraft maintenance deposits, net
|
87,035
|
|
|
—
|
|
|
87,035
|
|
|||
Income tax receivable
|
—
|
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
46,619
|
|
|
1,702
|
|
|
48,321
|
|
|||
Total current assets
|
975,845
|
|
|
1,702
|
|
|
977,547
|
|
|||
|
|
|
|
|
|
||||||
Property and equipment:
|
|
|
|
|
|
||||||
Flight equipment
|
1,461,525
|
|
|
—
|
|
|
1,461,525
|
|
|||
Ground property and equipment
|
126,206
|
|
|
—
|
|
|
126,206
|
|
|||
Less accumulated depreciation
|
(122,509
|
)
|
|
—
|
|
|
(122,509
|
)
|
|||
|
1,465,222
|
|
|
—
|
|
|
1,465,222
|
|
|||
Deposits on flight equipment purchase contracts
|
325,688
|
|
|
—
|
|
|
325,688
|
|
|||
Long-term aircraft maintenance deposits
|
199,415
|
|
|
—
|
|
|
199,415
|
|
|||
Deferred heavy maintenance, net
|
75,534
|
|
|
—
|
|
|
75,534
|
|
|||
Other long-term assets
|
110,223
|
|
|
—
|
|
|
110,223
|
|
|||
Total assets
|
$
|
3,151,927
|
|
|
$
|
1,702
|
|
|
$
|
3,153,629
|
|
|
|
|
|
|
|
||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
15,193
|
|
|
$
|
—
|
|
|
$
|
15,193
|
|
Air traffic liability
|
206,392
|
|
|
13,792
|
|
|
220,184
|
|
|||
Current maturities of long-term debt
|
84,354
|
|
|
—
|
|
|
84,354
|
|
|||
Other current liabilities
|
226,011
|
|
|
—
|
|
|
226,011
|
|
|||
Total current liabilities
|
531,950
|
|
|
13,792
|
|
|
545,742
|
|
|||
|
|
|
|
|
|
||||||
Long-term debt, less current maturities
|
897,359
|
|
|
—
|
|
|
897,359
|
|
|||
Deferred income taxes
|
308,143
|
|
|
(5,443
|
)
|
|
302,700
|
|
|||
Deferred gains and other long-term liabilities
|
19,868
|
|
|
2,776
|
|
|
22,644
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common stock: Common stock, $0.0001 par value, 240,000,000 shares authorized at December 31, 2016; 73,549,872 issued and 69,326,202 outstanding as of December 31, 2016
|
7
|
|
|
—
|
|
|
7
|
|
|||
Additional paid-in-capital
|
551,004
|
|
|
—
|
|
|
551,004
|
|
|||
Treasury stock, at cost: 4,223,670 shares as of December 31, 2016
|
(218,692
|
)
|
|
—
|
|
|
(218,692
|
)
|
|||
Retained earnings
|
1,063,633
|
|
|
(9,423
|
)
|
|
1,054,210
|
|
|||
Accumulated other comprehensive loss
|
(1,345
|
)
|
|
—
|
|
|
(1,345
|
)
|
|||
Total shareholders’ equity
|
1,394,607
|
|
|
(9,423
|
)
|
|
1,385,184
|
|
|||
Total liabilities and shareholders’ equity
|
$
|
3,151,927
|
|
|
$
|
1,702
|
|
|
$
|
3,153,629
|
|
5.
|
Revenue Disaggregation
|
|
For the Quarter ended
|
||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fare
|
$
|
342,695
|
|
|
$
|
299,035
|
|
|
$
|
371,443
|
|
|
$
|
355,593
|
|
|
$
|
337,324
|
|
Non-fare
|
346,446
|
|
|
273,252
|
|
|
309,437
|
|
|
313,479
|
|
|
313,323
|
|
|||||
Total passenger revenues
|
689,141
|
|
|
572,287
|
|
|
680,880
|
|
|
669,072
|
|
|
650,647
|
|
|||||
Other revenues
|
14,997
|
|
|
17,670
|
|
|
19,305
|
|
|
18,155
|
|
|
15,535
|
|
|||||
Total operating revenues
|
704,138
|
|
|
589,957
|
|
|
700,185
|
|
|
687,227
|
|
|
666,182
|
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
|
As Reported
|
|
Topic 606 Adjustment
|
|
As Adjusted
|
||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fare
|
$
|
1,366,034
|
|
|
$
|
(2,639
|
)
|
|
$
|
1,363,395
|
|
|
$
|
1,200,621
|
|
|
$
|
(2,514
|
)
|
|
$
|
1,198,107
|
|
Non-fare
|
—
|
|
|
1,209,492
|
|
|
1,209,492
|
|
|
—
|
|
|
1,059,694
|
|
|
1,059,694
|
|
||||||
Total passenger revenues
|
1,366,034
|
|
|
1,206,853
|
|
|
2,572,887
|
|
|
1,200,621
|
|
|
1,057,180
|
|
|
2,257,801
|
|
||||||
Other revenues
|
1,281,632
|
|
|
(1,210,967
|
)
|
|
70,665
|
|
|
1,121,335
|
|
|
(1,059,115
|
)
|
|
62,220
|
|
||||||
Total operating revenues
|
2,647,666
|
|
|
(4,114
|
)
|
|
2,643,552
|
|
|
2,321,956
|
|
|
(1,935
|
)
|
|
2,320,021
|
|
|
For the Quarter ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
DOT—Domestic
|
$
|
647.8
|
|
|
$
|
543.9
|
|
DOT—Latin America
|
56.3
|
|
|
46.0
|
|
||
Total
|
$
|
704.1
|
|
|
$
|
589.9
|
|
6.
|
Earnings per Share
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands, except per share amounts)
|
||||||
Numerator
|
|
|
|
||||
Net income
|
$
|
(44,922
|
)
|
|
$
|
31,261
|
|
Denominator
|
|
|
|
||||
Weighted-average shares outstanding, basic
|
68,222
|
|
|
69,348
|
|
||
Effect of dilutive stock awards
|
—
|
|
|
244
|
|
||
Adjusted weighted-average shares outstanding, diluted
|
68,222
|
|
|
69,592
|
|
||
Net income per share
|
|
|
|
||||
Basic earnings per common share
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
Diluted earnings per common share
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
|
|
|
|
||||
Anti-dilutive weighted-average shares
|
324
|
|
|
88
|
|
7.
|
Short-term Investment Securities
|
8.
|
Accrued Liabilities
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Salaries and wages
|
$
|
145,995
|
|
|
$
|
54,338
|
|
Federal excise and other passenger taxes and fees payable
|
55,723
|
|
|
42,036
|
|
||
Airport obligations
|
54,685
|
|
|
56,299
|
|
||
Aircraft maintenance
|
47,221
|
|
|
33,033
|
|
||
Interest payable
|
20,035
|
|
|
11,384
|
|
||
Fuel
|
19,971
|
|
|
25,171
|
|
||
Aircraft and facility lease obligations
|
11,864
|
|
|
16,992
|
|
||
Other
|
22,684
|
|
|
23,117
|
|
||
Other current liabilities
|
$
|
378,178
|
|
|
$
|
262,370
|
|
9.
|
Financial Instruments and Risk Management
|
10.
|
Commitments and Contingencies
|
|
|
Airbus
|
|
|||
|
|
A320ceo
|
|
A320neo
|
|
Total
|
2018
|
|
8
|
|
|
|
8
|
2019
|
|
2
|
|
9
|
|
11
|
2020
|
|
|
|
16
|
|
16
|
2021
|
|
|
|
18
|
|
18
|
|
|
10
|
|
43
|
|
53
|
|
|
Capital Leases
|
|
Aircraft and Spare Engine Leases
|
|
Property Facility Leases
|
|
Total
Operating and Capital Lease Obligations
|
||||||||
|
(in thousands)
|
|||||||||||||||
2018
|
|
$
|
208,246
|
|
|
$
|
153,151
|
|
|
$
|
37,824
|
|
|
$
|
399,221
|
|
2019
|
|
625
|
|
|
190,172
|
|
|
40,964
|
|
|
231,761
|
|
||||
2020
|
|
249
|
|
|
181,116
|
|
|
27,149
|
|
|
208,514
|
|
||||
2021
|
|
28
|
|
|
170,845
|
|
|
16,729
|
|
|
187,602
|
|
||||
2022
|
|
—
|
|
|
150,414
|
|
|
18,780
|
|
|
169,194
|
|
||||
2023 and thereafter
|
|
—
|
|
|
419,925
|
|
|
181,444
|
|
|
601,369
|
|
||||
Total minimum lease payments
|
|
$
|
209,148
|
|
|
$
|
1,265,623
|
|
|
$
|
322,890
|
|
|
$
|
1,797,661
|
|
Less amount representing interest
|
|
64,043
|
|
|
|
|
|
|
|
|||||||
Present value of minimum lease payments
|
|
$
|
145,105
|
|
|
|
|
|
|
|
||||||
Less current portion
|
|
144,392
|
|
|
|
|
|
|
|
|||||||
Long-term portion
|
|
$
|
713
|
|
|
|
|
|
|
|
Employee Groups
|
|
Representative
|
|
Amendable Date
|
|
Percentage of Workforce
|
Pilots
|
|
Air Line Pilots Association, International (ALPA)
|
|
February 2023
|
|
27%
|
Flight Attendants
|
|
Association of Flight Attendants (AFA-CWA)
|
|
May 2021
|
|
44%
|
Dispatchers
|
|
Professional Airline Flight Control Association (PAFCA)
|
|
August 2018
|
|
1%
|
Ramp Service Agents
|
|
International Association of Machinists and Aerospace Workers (IAMAW)
|
|
June 2020
|
|
3%
|
11.
|
Fair Value Measurements
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Fair Value Level Hierarchy
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
|||||||||
|
(in millions)
|
|
|
||||||||||||||
Senior term loans
|
$
|
409.1
|
|
|
$
|
414.0
|
|
|
$
|
417.9
|
|
|
$
|
435.3
|
|
|
Level 3
|
Junior term loans
|
37.3
|
|
|
37.8
|
|
|
39.3
|
|
|
40.4
|
|
|
Level 3
|
||||
Fixed-rate loans
|
510.1
|
|
|
502.9
|
|
|
518.0
|
|
|
528.6
|
|
|
Level 3
|
||||
2015-1 EETC Class A
|
408.6
|
|
|
409.8
|
|
|
408.6
|
|
|
420.9
|
|
|
Level 2
|
||||
2015-1 EETC Class B
|
92.0
|
|
|
92.7
|
|
|
92.0
|
|
|
94.2
|
|
|
Level 2
|
||||
2017-1 EETC Class AA
|
171.0
|
|
|
166.4
|
|
|
37.5
|
|
|
37.4
|
|
|
Level 2
|
||||
2017-1 EETC Class A
|
57.0
|
|
|
55.2
|
|
|
12.5
|
|
|
12.6
|
|
|
Level 2
|
||||
2017-1 EETC Class B
|
63.0
|
|
|
61.4
|
|
|
13.8
|
|
|
13.8
|
|
|
Level 2
|
||||
Total long-term debt
|
$
|
1,748.1
|
|
|
$
|
1,740.2
|
|
|
$
|
1,539.6
|
|
|
$
|
1,583.2
|
|
|
|
|
Fair Value Measurements as of March 31, 2018
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
898.5
|
|
|
$
|
898.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment securities
|
101.3
|
|
|
101.3
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
999.8
|
|
|
$
|
999.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
800.8
|
|
|
$
|
800.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment securities
|
100.9
|
|
|
100.9
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
901.7
|
|
|
$
|
901.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
12.
|
Debt and Other Obligations
|
|
|
As of
|
|
Three Months Ended March 31,
|
||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
|
2018
|
|
2017
|
|||||||
|
|
(in millions)
|
|
(weighted-average interest rates)
|
||||||||||
Fixed-rate senior term loans due through 2027
|
|
$
|
409.1
|
|
|
$
|
417.9
|
|
|
4.10
|
%
|
|
4.10
|
%
|
Fixed-rate junior term loans due through 2022
|
|
37.3
|
|
|
39.3
|
|
|
6.90
|
%
|
|
6.90
|
%
|
||
Fixed-rate loans due through 2029
|
|
510.1
|
|
|
518.0
|
|
|
3.83
|
%
|
|
3.88
|
%
|
||
Fixed-rate class A 2015-1 EETC due through 2028
|
|
408.6
|
|
|
408.6
|
|
|
4.10
|
%
|
|
4.10
|
%
|
||
Fixed-rate class B 2015-1 EETC due through 2024
|
|
92.0
|
|
|
92.0
|
|
|
4.45
|
%
|
|
4.45
|
%
|
||
Fixed-rate class AA 2017-1 EETC due through 2030
|
|
171.0
|
|
|
37.5
|
|
|
3.38
|
%
|
|
N/A
|
|
||
Fixed-rate class A 2017-1 EETC due through 2030
|
|
57.0
|
|
|
12.5
|
|
|
3.65
|
%
|
|
N/A
|
|
||
Fixed-rate class B 2017-1 EETC due through 2026
|
|
63.0
|
|
|
13.8
|
|
|
3.80
|
%
|
|
N/A
|
|
||
Long-term debt
|
|
1,748.1
|
|
|
1,539.6
|
|
|
|
|
|
||||
Less current maturities
|
|
136.5
|
|
|
115.4
|
|
|
|
|
|
||||
Less unamortized discounts
|
|
40.7
|
|
|
36.7
|
|
|
|
|
|
||||
Total
|
|
$
|
1,570.9
|
|
|
$
|
1,387.5
|
|
|
|
|
|
|
|
March 31, 2018
|
||
|
|
(in millions)
|
||
2018
|
|
$
|
112.9
|
|
2019
|
|
138.2
|
|
|
2020
|
|
135.9
|
|
|
2021
|
|
133.6
|
|
|
2022
|
|
130.6
|
|
|
2023 and beyond
|
|
1,096.9
|
|
|
Total debt principal payments
|
|
$
|
1,748.1
|
|
|
Three Months Ended March 31,
|
||||||
2018
|
|
2017
|
|||||
|
(in thousands)
|
||||||
Senior term loans
|
$
|
4,317
|
|
|
$
|
4,672
|
|
Junior term loans
|
667
|
|
|
803
|
|
||
Fixed-rate loans
|
4,911
|
|
|
159
|
|
||
Class A 2015-1 EETC
|
4,142
|
|
|
4,308
|
|
||
Class B 2015-1 EETC
|
1,012
|
|
|
1,185
|
|
||
Class AA 2017-1 EETC
|
682
|
|
|
—
|
|
||
Class A 2017-1 EETC
|
246
|
|
|
—
|
|
||
Class B 2017-1 EETC
|
283
|
|
|
—
|
|
||
Commitment fees
|
52
|
|
|
30
|
|
||
Amortization of debt discounts
|
1,491
|
|
|
1,231
|
|
||
Total
|
$
|
17,803
|
|
|
$
|
12,388
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended March 31,
|
|
Percent Change
|
|||||
|
2018
|
|
2017
|
|
||||
Operating Statistics (unaudited) (A):
|
|
|
|
|
|
|||
Average aircraft
|
114.1
|
|
|
97.2
|
|
|
17.4
|
%
|
Aircraft at end of period
|
118
|
|
|
100
|
|
|
18.0
|
%
|
Average daily aircraft utilization (hours)
|
12.0
|
|
|
11.9
|
|
|
0.8
|
%
|
Average stage length (miles)
|
1,025
|
|
|
985
|
|
|
4.1
|
%
|
Block hours
|
122,954
|
|
|
104,035
|
|
|
18.2
|
%
|
Departures
|
44,982
|
|
|
39,330
|
|
|
14.4
|
%
|
Passenger flight segments (PFSs) (thousands)
|
6,537
|
|
|
5,570
|
|
|
17.4
|
%
|
Revenue passenger miles (RPMs) (thousands)
|
6,813,519
|
|
|
5,613,422
|
|
|
21.4
|
%
|
Available seat miles (ASMs) (thousands)
|
8,408,764
|
|
|
6,875,899
|
|
|
22.3
|
%
|
Load factor (%)
|
81.0
|
%
|
|
81.6
|
%
|
|
(0.6) pts
|
|
Average fare revenue per passenger flight segment ($)
|
52.42
|
|
|
53.69
|
|
|
(2.4
|
)%
|
Average non-ticket revenue per passenger flight segment ($)
|
55.29
|
|
|
52.23
|
|
|
5.9
|
%
|
Total revenue per passenger flight segment ($)
|
107.71
|
|
|
105.92
|
|
|
1.7
|
%
|
Average yield (cents)
|
10.33
|
|
|
10.51
|
|
|
(1.7
|
)%
|
TRASM (cents)
|
8.37
|
|
|
8.58
|
|
|
(2.4
|
)%
|
CASM (cents)
|
8.84
|
|
|
7.73
|
|
|
14.4
|
%
|
Adjusted CASM (cents)
|
7.76
|
|
|
7.65
|
|
|
1.4
|
%
|
Adjusted CASM ex-fuel (cents)
|
5.33
|
|
|
5.61
|
|
|
(5.0
|
)%
|
Fuel gallons consumed (thousands)
|
95,003
|
|
|
79,064
|
|
|
20.2
|
%
|
Average economic fuel cost per gallon ($)
|
2.15
|
|
|
1.77
|
|
|
21.5
|
%
|
|
Three Months Ended March 31,
|
|
|
|||||||
|
2018
|
|
2017
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Fuel gallons consumed
|
95,003
|
|
|
79,064
|
|
|
20.2
|
%
|
||
Into-plane fuel cost per gallon
|
2.15
|
|
|
1.77
|
|
|
21.5
|
%
|
||
Into-plane fuel expense
|
$
|
204,646
|
|
|
$
|
139,782
|
|
|
46.4
|
%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Aircraft fuel expense (per statement of operations)
|
$
|
204,646
|
|
|
$
|
139,782
|
|
|
46.4
|
%
|
|
Three Months Ended March 31,
|
|
|
|||||||
|
2018
|
|
2017
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Into-plane fuel expense
|
$
|
204,646
|
|
|
$
|
139,782
|
|
|
46.4
|
%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
—
|
|
|
NM
|
|
||
Economic fuel expense
|
$
|
204,646
|
|
|
$
|
139,782
|
|
|
46.4
|
%
|
Fuel gallons consumed
|
95,003
|
|
|
79,064
|
|
|
20.2
|
%
|
||
Economic fuel cost per gallon
|
$
|
2.15
|
|
|
$
|
1.77
|
|
|
21.5
|
%
|
|
Three Months Ended March 31,
|
|
Dollar Change
|
|
Percent Change
|
|
Cost per ASM
|
|
Per-ASM Change
|
|
Percent Change
|
|||||||||||||||
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
|||||||||||||||||
|
(in thousands)
|
|
|
|
(in cents)
|
|
|
|||||||||||||||||||
Aircraft fuel
|
$
|
204,646
|
|
|
$
|
139,782
|
|
|
$
|
64,864
|
|
|
46.4
|
%
|
|
2.43
|
|
|
2.03
|
|
|
0.40
|
|
|
19.7
|
%
|
Salaries, wages, and benefits
|
155,096
|
|
|
127,138
|
|
|
$
|
27,958
|
|
|
22.0
|
%
|
|
1.84
|
|
|
1.85
|
|
|
(0.01
|
)
|
|
(0.5
|
)%
|
||
Aircraft rent
|
50,191
|
|
|
57,070
|
|
|
(6,879
|
)
|
|
(12.1
|
)%
|
|
0.60
|
|
|
0.83
|
|
|
(0.23
|
)
|
|
(27.7
|
)%
|
|||
Landing fees and other rents
|
49,630
|
|
|
40,448
|
|
|
9,182
|
|
|
22.7
|
%
|
|
0.59
|
|
|
0.59
|
|
|
—
|
|
|
—
|
%
|
|||
Depreciation and amortization
|
39,373
|
|
|
31,509
|
|
|
7,864
|
|
|
25.0
|
%
|
|
0.47
|
|
|
0.46
|
|
|
0.01
|
|
|
2.2
|
%
|
|||
Maintenance, materials and repairs
|
29,710
|
|
|
26,312
|
|
|
3,398
|
|
|
12.9
|
%
|
|
0.35
|
|
|
0.38
|
|
|
(0.03
|
)
|
|
(7.9
|
)%
|
|||
Distribution
|
30,631
|
|
|
25,772
|
|
|
4,859
|
|
|
18.9
|
%
|
|
0.36
|
|
|
0.37
|
|
|
(0.01
|
)
|
|
(2.7
|
)%
|
|||
Special charges
|
89,168
|
|
|
4,776
|
|
|
84,392
|
|
|
NM
|
|
|
1.06
|
|
|
0.07
|
|
|
0.99
|
|
|
NM
|
|
|||
Loss on disposal of assets
|
848
|
|
|
1,105
|
|
|
(257
|
)
|
|
NM
|
|
|
0.01
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
NM
|
|
|||
Other operating
|
93,642
|
|
|
77,703
|
|
|
15,939
|
|
|
20.5
|
%
|
|
1.11
|
|
|
1.13
|
|
|
(0.02
|
)
|
|
(1.8
|
)%
|
|||
Total operating expenses
|
$
|
742,935
|
|
|
$
|
531,615
|
|
|
$
|
211,320
|
|
|
39.8
|
%
|
|
8.84
|
|
|
7.73
|
|
|
1.11
|
|
|
14.4
|
%
|
Adjusted CASM (1)
|
|
|
|
|
|
|
|
|
7.76
|
|
|
7.65
|
|
|
0.11
|
|
|
1.4
|
%
|
|||||||
Adjusted CASM ex-fuel (2)
|
|
|
|
|
|
|
|
|
5.33
|
|
|
5.61
|
|
|
(0.28
|
)
|
|
(5.0
|
)%
|
(1)
|
Reconciliation of CASM to Adjusted CASM:
|
|
Three Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
||||||
CASM (cents)
|
|
|
8.84
|
|
|
|
|
7.73
|
|
||||
Unrealized losses (gains) related to fuel derivative contracts, net
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Loss on disposal of assets
|
0.8
|
|
|
0.01
|
|
|
1.1
|
|
|
0.02
|
|
||
Special charges
|
89.2
|
|
|
1.06
|
|
|
4.8
|
|
|
0.07
|
|
||
Adjusted CASM (cents)
|
|
|
7.76
|
|
|
|
|
7.65
|
|
(2)
|
Excludes aircraft fuel expense, loss on disposal of assets and special charges.
|
|
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
2023 and beyond
|
|
Total
|
||||||||||
Long-term debt (1)
|
|
$
|
113
|
|
|
$
|
274
|
|
|
$
|
264
|
|
|
$
|
1,097
|
|
|
$
|
1,748
|
|
Interest commitments (2)
|
|
57
|
|
|
122
|
|
|
99
|
|
|
163
|
|
|
441
|
|
|||||
Capital and operating lease obligations (3)
|
|
399
|
|
|
440
|
|
|
357
|
|
|
601
|
|
|
1,797
|
|
|||||
Flight equipment purchase obligations
|
|
446
|
|
|
1,422
|
|
|
802
|
|
|
8
|
|
|
2,678
|
|
|||||
Other (4)
|
|
8
|
|
|
25
|
|
|
19
|
|
|
65
|
|
|
117
|
|
|||||
Total future payments on contractual obligations
|
|
$
|
1,023
|
|
|
$
|
2,283
|
|
|
$
|
1,541
|
|
|
$
|
1,934
|
|
|
$
|
6,781
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs
|
||||||
January 1-31, 2018
|
|
4,852
|
|
|
$
|
40.21
|
|
|
—
|
|
|
$
|
55,076,306
|
|
February 1-28, 2018
|
|
6,628
|
|
|
$
|
38.90
|
|
|
—
|
|
|
$
|
55,076,306
|
|
March 1-31, 2018
|
|
12,086
|
|
|
$
|
41.87
|
|
|
—
|
|
|
$
|
55,076,306
|
|
Total
|
|
23,566
|
|
|
$
|
40.69
|
|
|
—
|
|
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Description of Exhibits
|
10.1
|
|
|
|
|
|
10.2+
|
|
|
|
|
|
10.3
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing.
|
|
SPIRIT AIRLINES, INC.
|
|
|
|
|
Date: April 26, 2018
|
By:
|
/s/ Edward M. Christie
|
|
|
Edward M. Christie
|
|
|
President and
Chief Financial Officer
|
Aircraft Manufacturer's Serial Numbers:
|
2433, 2470, 2473, 2485, 2490, 2673, 2679, 2704, 2711, 2978, 3007, 3017, 3026 and 3165
|
(1)
|
SPIRIT AIRLINES, INC. a Delaware corporation whose address and principal place of business is at 2800 Executive Way, Miramar, Florida 33025, United States of America ("Buyer") and
|
(2)
|
WILMINGTON TRUST COMPANY, a Delaware trust company, whose address and principal place of business is at 1100 North Market Street, Wilmington, Delaware 19890-1605, U.S.A. acting not in its individual capacity but solely as owner trustee under each Trust Agreement (each, a "Seller" and collectively, “Sellers”); and
|
(3)
|
AERCAP GLOBAL AVIATION TRUST, a Delaware statutory trust with an address at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland (“Owner Participant”).
|
(ii)
|
interest on the Base Purchase Price for such Aircraft at an annual fixed rate of [###], calculated on an actual 365 days basis for each day from and including the Economic Closing Date up to and excluding the Sale Date for such Aircraft; minus
|
(iii)
|
all Base Rent (as defined in the relevant Lease) received by the relevant Seller (as Lessor) under the relevant Lease allocable to the period commencing on the Economic Closing Date and continuing thereafter; minus
|
(iv)
|
any cash Security Deposit (as defined in the relevant Lease) received by such Seller and not applied by such Seller in accordance with such Lease; minus
|
(v)
|
all Reserves (as defined in the relevant Lease) and any other supplemental Rent (as defined in the relevant Lease) received by such Seller and not disbursed to Buyer (as Lessee) or any third party in accordance with such Lease.
|
2.1
|
Location of Sale.
|
2.2
|
Scheduled Sale Date.
|
2.3
|
Total Loss prior to Sale.
|
2.4
|
Cancellation for Delay.
|
2.5
|
Cancellation for Anticipatory Delay.
|
2.6
|
Risk of Loss.
|
3.1
|
Sale Price.
|
3.2
|
Sellers’ Bank Account.
|
Account Name:
|
[###]
|
Account Number:
|
[###]
|
Swift Code:
|
[###]
|
ABA/Fedwire:
|
[###]
|
Bank Name:
|
[###]
|
Bank Address:
|
[###]
|
3.3
|
Payments.
|
3.4
|
Interest.
|
4.1
|
Buyer Inspection of Aircraft at Sale.
|
4.2
|
Intentionally Omitted.
|
4.3
|
Disclaimer.
|
4.3.2
|
IN RESPECT OF AN AIRCRAFT, DELIVERY BY BUYER TO THE RELEVANT SELLER OF THE ACCEPTANCE CERTIFICATE IN RELATION TO SUCH AIRCRAFT WILL BE CONCLUSIVE PROOF AS BETWEEN SUCH SELLER AND BUYER THAT BUYER'S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED SUCH AIRCRAFT AND EACH PART THEREOF AND THAT SUCH AIRCRAFT AND EACH PART THEREOF IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR, WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE ON THE SALE DATE) AND IN EVERY WAY SATISFACTORY TO BUYER.
|
4.4
|
Deficiencies and Delays.
|
5.1
|
Conditions to Buyer's Obligations.
|
5.1.1
|
The Lease Termination Agreement and FAA Lease Termination for such Aircraft shall have been executed and delivered by the relevant Lessor to FAA Counsel in escrow for the benefit of Lessee;
|
5.1.2
|
On the Scheduled Sale Date for such Aircraft (or, if later, such other date on which Seller tenders the Aircraft to Buyer), such Aircraft conforms to the description set forth in Exhibits A and D and shall be located at the Sale Location or in a mutually acceptable location for the purposes of minimising and eliminating Taxes;
|
5.1.3
|
Owner Participant will have delivered to Buyer certified copies of resolutions of the Board of Directors or management board of Owner Participant or other written evidence of appropriate corporate action duly certifying and authorizing the sale of the Aircraft hereunder and the execution, delivery and performance of this Agreement, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver documents on behalf of Owner Participant hereunder;
|
5.1.4
|
The relevant Seller will have delivered to Buyer certified copies of resolutions of the Board of Directors of such Seller or other written evidence of appropriate corporate action duly certifying and authorizing the sale of such Aircraft hereunder and the execution, delivery and performance of this Agreement, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver documents on behalf of the relevant Seller hereunder;
|
5.1.7
|
The relevant Seller will have executed and delivered the Bill of Sale for such Aircraft and the FAA Bill of Sale for such Aircraft to FAA Counsel in escrow for the benefit of Lessee; and
|
5.1.8
|
The relevant Seller will have delivered to Lessee a duly completed and executed IRS Form W-9 and any other appropriate forms or documentation and Owner Participant will have delivered a duly completed and executed IRS Form W-8 and any other appropriate forms or documentation, in each case establishing a complete exemption for any withholding that would otherwise be imposed on any payments made hereunder.
|
5.2
|
Conditions to Seller's Obligations.
|
5.2.1
|
The Lease Termination Agreement and FAA Lease Termination for such Aircraft shall have been executed and delivered by Lessee to FAA Counsel in escrow for the benefit of the relevant Lessor;
|
5.2.3
|
The relevant Lessor will have received all amounts due and owing from Lessee to such Lessor in respect of such Aircraft pursuant to the relevant Lease;
|
5.2.4
|
Buyer will have executed and delivered to the relevant Seller an Acceptance Certificate for such Aircraft in the form of Exhibit E covering such Aircraft and effective as of the Sale Date for such Aircraft;
|
5.2.5
|
The relevant Seller will have received from Buyer the Apportioned Purchase Price for such Aircraft in accordance with Article 3.1;
|
5.2.6
|
The relevant Seller will have received a certificate of insurance and broker’s undertaking in respect of such Aircraft evidencing insurance in accordance with Article 10;
|
5.2.7
|
Buyer will have delivered to relevant Seller certified copies of resolutions of the Board of Directors of Buyer or other written evidence of appropriate corporate action duly certifying and authorizing the sale of the Aircraft hereunder and the execution, delivery and performance of this Agreement, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver documents on behalf of Buyer hereunder;
|
5.2.9
|
On the Scheduled Sale Date for such Aircraft (or, if later, such other date on which Seller tenders the Aircraft to Buyer), such Aircraft shall be located at the Sale Location or in a mutually acceptable location for the purposes of minimising and eliminating Taxes.
|
5.3
|
Filings and Registrations.
|
5.3.1
|
The parties hereto will cause the FAA Lease Termination for such Aircraft, the FAA Bill of Sale for such Aircraft and the Application for Aircraft Registration for such Aircraft in the name of Lessee to be filed and recorded, or filed for recording with the FAA in the following order: first, such FAA Lease Termination, second, such FAA Bill of Sale, and third, such Application for Aircraft Registration.
|
5.3.2
|
The parties hereto will cause the deregistration and registration of the following to be effected on the International Registry in the following order: first, discharge of the International Interests created pursuant to the relevant Lease, and second, registration of the Sale of the relevant Airframe and Engines from the relevant Seller to Lessee.
|
6.1
|
Assignable Warranties.
|
6.2
|
Non-Assignable Warranties.
|
7.1
|
Costs and Expenses of Sale.
|
7.2
|
Taxes.
|
7.3
|
Reserved.
|
7.4
|
After Tax Basis.
|
7.5
|
Timing of Payment.
|
7.6
|
Contests.
|
7.7
|
Refunds.
|
7.8
|
Cooperation in Filing Tax Returns.
|
8.1
|
Buyer’s General Indemnity.
|
(a)
|
any Aircraft Activity of such Aircraft occurring after the Sale of such Aircraft;
|
(b)
|
any claim arising after the Sale of such Aircraft that any design, article or material in the Aircraft or that any Aircraft Activity of such Aircraft after the Sale of such Aircraft constitutes an infringement of a patent, trademark, copyright infringement, design or other proprietary right;
|
(c)
|
any non-compliance by Buyer with any term of this Agreement or the falsity or inaccuracy of any representation or warranty of Buyer set forth herein; or
|
(d)
|
any failure of payment by Buyer of any sum to be paid by Buyer in respect of such Aircraft when due under this Agreement.
|
8.2
|
Exceptions to General Indemnity.
|
8.3
|
After Tax Basis.
|
8.4
|
Timing of Payment.
|
8.5
|
Subrogation.
|
8.6
|
Notice.
|
8.7
|
Refunds.
|
8.8
|
Defense of Claims.
|
8.9
|
Other Indemnification.
|
9.1
|
Guarantee of Owner Participant.
|
9.2
|
Owner Participant’s Obligations Not Affected.
|
(a)
|
any extension, indulgence or renewal in respect of the payment of any amount payable, or the performance of any Guaranteed Obligation; or
|
(b)
|
any amendment or modification of or addition or supplement to or deletion from any of the terms of any Seller Document or any other agreement (including, without limitation, any collateral security, other guarantee, if any, or other credit support or right of offset with respect thereto) which may be made relating to any Seller Document or any Guaranteed Obligation; or
|
(c)
|
any compromise, waiver, release or consent or other action or inaction in respect of any of the terms of any Seller Document, or any other agreement (including, without limitation, any collateral security, other guarantee, if any, or other credit support or right of offset with respect thereto) which may be made relating to any Seller Document or any Guaranteed Obligation; or
|
(d)
|
any exercise or non-exercise by the Buyer of any right, power, privilege or remedy under or in respect of this Guaranty or any other Seller Document, or any waiver of any such right, power, privilege or remedy or of any default in respect of this Guaranty or any other Seller Document or any guarantee or other agreement executed pursuant hereto, or any receipt of any security or any release of any security; or
|
(e)
|
any bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, dissolution, liquidation, or the like, of any Seller, Owner Participant or any other Person; or
|
(f)
|
any limitation of the liability of any Seller under the terms of any Seller Document which may now or hereafter be imposed by any statute, regulation or rule of law; or
|
(g)
|
any merger or consolidation of any Seller or Owner Participant into or with any other person or entity, or any sale, lease or transfer of any or all of the assets of any Seller or Owner Participant to any other person or entity; or
|
(h)
|
any indebtedness of any Seller to any person or entity, including Owner Participant; or
|
(i)
|
any change in law; or
|
(j)
|
absence of any notice to, or knowledge by, Owner Participant of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (a) through (i); or
|
(k)
|
any other circumstance whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against Owner Participant.
|
9.3
|
Waiver.
|
10.1
|
Liability Insurance.
|
(b)
|
note the interest of each Seller Indemnitee;
|
(c)
|
provide that Seller, its directors, officers or employees, have no responsibility for payment of premium;
|
(d)
|
provide that the insurance waive rights of subrogation against the Seller Indemnitees to the extent the Buyer has waived its rights by its agreement to indemnify such Seller Indemnitee;
|
(e)
|
provide that the insurance as to the interests of each Seller Indemnitee not be invalidated by any action or inaction by any other person or party which results in a breach of any term, condition or warranty of the policy;
|
(f)
|
be primary without rights of contribution in relation to any other insurance which may be available to Seller Indemnitees;
|
(g)
|
Operate in all respects as if a separate policy had been issued to and covering each insured thereunder; provided, however, that the total liability under the policy will not exceed the limits of liability under the policy; and
|
(h)
|
Except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, cover provided by the endorsement may only be cancelled or materially altered in a manner adverse to relevant Seller by the giving of not less than thirty (30) days notice in writing to relevant Seller (or, in respect of war risk coverage, seven (7) days notice or such lesser notice period as may be generally practiced in the relevant aviation insurance market).
|
11.1
|
Representations, Warranties and Covenants.
|
11.1.1
|
Corporate Status. Buyer is a company duly organized, validly existing and in good standing under the Laws of the State of Delaware, U.S.A. It has the power and authority to carry on its business as presently conducted and to perform its obligations hereunder.
|
11.1.2
|
Governmental Approvals. No authorization, approval, consent, license or order of, or registration with, or the giving of notice to the Aviation Authority or any other Government Entity is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement, except, in respect of each Aircraft, as will have been duly affected as of the Sale Date for such Aircraft.
|
11.1.3
|
Binding. Buyer's Board of Directors has authorized Buyer to enter into this Agreement. This Agreement has been duly executed and delivered by Buyer and represents the valid, binding and enforceable obligations of Buyer except as enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application affecting the enforcement of creditors' rights.
|
11.1.4
|
Licenses. Buyer holds all licenses, certificates and permits from applicable Government Entities in its jurisdiction of organization for the performance of its obligations under this Agreement.
|
11.1.5
|
No Suits. There are no suits, arbitrations or other proceedings pending or, to the knowledge of Buyer, threatened against Buyer before any court or administrative agency against or affecting Buyer which, if adversely determined, would have a material adverse effect on the business, assets or condition (financial or otherwise) of Buyer or its ability to perform under this Agreement.
|
11.1.6
|
Reserved.
|
11.1.7
|
No Restrictions on Payments. To the knowledge of Buyer, there are no present restrictions on Buyer making the payments required by this Agreement under the Laws of its jurisdiction of organization.
|
11.1.8
|
General Obligations. The obligations of Buyer under this Agreement are direct, general and unconditional obligations of Buyer and rank or will rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Buyer, with the exception of such obligations as are mandatorily preferred by law and not by reason of any encumbrance.
|
11.1.9
|
No Sovereign Immunity. Buyer, under the Laws of its jurisdiction of organization or of any other jurisdiction affecting Buyer, is subject to private commercial law and suit. Neither Buyer nor its properties or assets is entitled to sovereign immunity under any such Laws. Buyer's performance of its obligations hereunder constitute commercial acts done for commercial purposes.
|
11.1.10
|
No Breach of this Agreement. Buyer is not in breach of its obligations under this Agreement.
|
11.1.11
|
Compliance with Laws. Buyer (i) is not a listed person under any United States, European Union or United Nations export control or economic sanction and (ii) will not at any time use, operate, transfer, sell or otherwise make available the Aircraft in violation of any applicable United States, European Union or United Nations export control or economic sanction. In respect of each Aircraft, Buyer acknowledges that in respect of its purchase, use, exportation or transfer of such Aircraft, compliance with the applicable Laws of all applicable jurisdictions after the Sale Date for such Aircraft is the sole responsibility of Buyer.
|
12.1
|
Representations, Warranties and Covenants.
|
12.1.1
|
Corporate Status. Such Seller is a trust company duly organized, validly existing and in good standing under the Laws of Delaware, U.S.A, acting not in its individual capacity but solely as owner trustee under the Trust Agreement relating to such Aircraft for the benefit of Owner Participant. It has the power and authority to carry on its business as presently conducted and to perform its obligations hereunder.
|
12.1.2
|
Governmental Approvals. No authorization, approval, consent, license or order of, or registration with, or the giving of notice to the Aviation Authority or any Government Entity is required for the valid authorization, execution, delivery and performance by such Seller of this Agreement.
|
12.1.3
|
Binding. This Agreement has been duly authorized, executed and delivered by such Seller and represents its valid, enforceable and binding obligations of such Seller except as enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application affecting the enforcement of creditors' rights.
|
12.1.4
|
No Breach. The execution and delivery of this Agreement, the consummation by such Seller of the transactions contemplated herein and compliance by such Seller with the terms and provisions hereof do not and will not contravene any Law applicable to such Seller, or result in any breach of or constitute any default under or result in the creation of any Security Interest upon any property of such Seller pursuant to any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by law or other agreement or instrument to which such Seller is a party or by which such Seller or its properties or assets may be bound or affected.
|
12.1.5
|
Title to Aircraft. As of the time of Sale of such Aircraft, such Seller will have good, valid and marketable title to such Aircraft to transfer to Buyer, free and clear of all Warranted Security Interests.
|
13.1
|
Representations, Warranties and Covenants.
|
13.1.1
|
Corporate Status. Owner Participant is a statutory trust duly formed, validly existing and in good standing under the Laws of Delaware, U.S.A. It has the power and authority to carry on its business as presently conducted and to perform its obligations hereunder.
|
13.1.2
|
Governmental Approvals. No authorization, approval, consent, license or order of, or registration with, or the giving of notice to the Aviation Authority or any Government Entity is required for the valid authorization, execution, delivery and performance by Owner Participant of this Agreement.
|
13.1.3
|
Binding. This Agreement has been duly authorized, executed and delivered by Owner Participant and represents the valid, enforceable and binding obligations of Owner Participant except as enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application affecting the enforcement of creditors' rights.
|
13.1.4
|
No Breach. The execution and delivery of this Agreement, the consummation by Owner Participant of the transactions contemplated herein and compliance by Owner Participant with the terms and provisions hereof do not and will not contravene any Law applicable to Owner Participant, or result in any breach of or constitute any default under or result in the creation of any Security Interest upon any property of Owner Participant pursuant to any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by law or other agreement or instrument to which Owner Participant is a party or by which Owner Participant or its properties or assets may be bound or affected.
|
13.1.5
|
Sole Owner Participant. As of the time of Sale of each Aircraft, Owner Participant is the sole “Owner Participant” under the relevant Trust Agreement.
|
13.1.6
|
Title. As of the time of Sale of each Aircraft, the relevant Seller will have good, valid and marketable title to such Aircraft to transfer to Buyer, free and clear of all Warranted Security Interests.
|
14.1
|
Manner of Sending Notices.
|
14.2
|
Notice Information.
|
If to a Seller:
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee under the relevant Trust Agreement
|
15.1
|
Governing Law and Jurisdiction.
|
15.2
|
Service of Process.
|
15.2.1
|
Buyer hereby consents to the service of process relating to any proceedings before the Governing Jurisdiction in connection with this Agreement by prepaid mailing by certified or registered mail of a copy of the process to Buyer at the address set forth in Article 14 or by any other method of service allowed by applicable Law;
|
15.2.2
|
Seller hereby consents to the service of process relating to any proceedings before the Governing Jurisdiction in connection with this Agreement by prepaid mailing certified or registered mail of a copy of the process to Seller at the address set forth in Article 14 or by any other method of service allowed by applicable Law; and
|
15.2.3
|
Owner Participant hereby consents to the service of process relating to any proceedings before the Governing Jurisdiction in connection with this Agreement by prepaid mailing by certified or registered mail of a copy of the process to Owner Participant at the address set forth in Article 14 or by any other method of service allowed by applicable Law.
|
15.3
|
Prevailing Party in Dispute.
|
15.4
|
Conflict of Laws.
|
15.5
|
Waiver.
|
16.1
|
No Brokers.
|
16.2
|
Confidentiality.
|
16.3
|
Rights of Parties.
|
16.4
|
Further Assurances.
|
16.5
|
Use of Word "including".
|
16.6
|
Headings.
|
16.7
|
Invalidity of any Provision.
|
16.8
|
Time is of the Essence.
|
16.9
|
No Buyer Security Interest.
|
16.10
|
Amendments in Writing.
|
16.11
|
Counterparts.
|
16.12
|
Assignment.
|
16.13
|
Delivery of Documents by E-mail (PDF) or Fax.
|
16.14
|
Third Parties.
|
16.15
|
[###].
|
16.16
|
Entire Agreement.
|
16.17
|
Owner Participant Instruction.
|
Sellers:
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2433)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2470)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2473)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2485)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2490)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2673)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2679)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2704)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2711)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 2978)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 3007)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 3017)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 3026)
|
|
|
|
By: /s/ Chad May
Chad May
|
|
Its: Assistant Vice President
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as owner trustee for the Trust Agreement (MSN 3165)
|
|
By: /s/ Chad May
Chad May
|
Its: Assistant Vice President
|
Buyer:
SPIRIT AIRLINES, INC.
|
|
|
|
By: /s/ Edward M. Christie
Edward M. Christie
|
|
Its: President & CFO
|
|
Owner Participant:
AERCAP GLOBAL AVIATION TRUST
|
By: /s/ Patrick Treacy
Patrick Treacy
|
Its: Chief Insurance Officer
|
Aircraft
|
MSN
|
Base Purchase Price $US
|
Scheduled Sale Month
|
1
|
2433
|
$[###]
|
June 2018
|
2
|
2470
|
$[###]
|
May 2018
|
3
|
2473
|
$[###]
|
May 2018
|
4
|
2485
|
$[###]
|
June 2018
|
5
|
2490
|
$[###]
|
June 2018
|
6
|
2673
|
$[###]
|
June 2018
|
7
|
2679
|
$[###]
|
June 2018
|
8
|
2704
|
$[###]
|
May 2018
|
9
|
2711
|
$[###]
|
May 2018
|
10
|
2978
|
$[###]
|
April 2018
|
11
|
3007
|
$[###]
|
May 2018
|
12
|
3017
|
$[###]
|
April 2018
|
13
|
3026
|
$[###]
|
April 2018
|
14
|
3165
|
$[###]
|
April 2018
|
Total:
|
|
$285,000,000
|
|
1.
|
Trust Agreement (MSN 2433), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2433 (the “Trust Agreement (MSN 2433)”).
|
2.
|
Trust Agreement (MSN 2470), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2470 (the “Trust Agreement (MSN 2470)”).
|
3.
|
Trust Agreement (MSN 2473), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2473 (the “Trust Agreement (MSN 2473)”).
|
4.
|
Trust Agreement (MSN 2485), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2485 (the “Trust Agreement (MSN 2485)”).
|
5.
|
Trust Agreement (MSN 2490), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2490 (the “Trust Agreement (MSN 2490)”).
|
6.
|
Trust Agreement (MSN 2673), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2673 (the “Trust Agreement (MSN 2673)”).
|
7.
|
Trust Agreement (MSN 2679), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2679 (the “Trust Agreement (MSN 2679)”).
|
8.
|
Trust Agreement (MSN 2704), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2704 (the “Trust Agreement (MSN 2704)”).
|
9.
|
Trust Agreement (MSN 2711), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2711 (the “Trust Agreement (MSN 2711)”).
|
10.
|
Trust Agreement (MSN 2978), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 2978 (the “Trust Agreement (MSN 2978)”).
|
11.
|
Trust Agreement (MSN 3007), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 3007 (the “Trust Agreement (MSN 3007)”).
|
12.
|
Trust Agreement (MSN 3017), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 3017 (the “Trust Agreement (MSN 3017)”).
|
13.
|
Trust Agreement (MSN 3026), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 3026 (the “Trust Agreement (MSN 3026)”).
|
14.
|
Trust Agreement (MSN 3165), dated as of February 1, 2013, between AerCap Global Aviation Trust and Wilmington Trust Company (as assigned), not in its individual capacity, but solely as Owner Trustee with respect to the Airbus A319-100 aircraft bearing manufacturer's serial number 3165 (the “Trust Agreement (MSN 3165)”).
|
1.
|
Buyer and Seller are parties to the Aircraft Sale Agreement dated as of March 28, 2018 (hereinafter referred to as the "Sale Agreement") pursuant to which Buyer has agreed to purchase the Aircraft (as defined below). Words used herein with capital letters and not otherwise defined will have the meanings set forth in the Sale Agreement.
|
2.
|
Buyer has this day of (Time: ) at accepted for purchase from Seller:
|
(a)
|
One used Airbus model A319-100 aircraft bearing manufacturer's serial number [*] and U.S. Registration Mark N[*], together with two International Aero Engines AG (IAE) model V2524-A5 engines bearing manufacturer's serial numbers V[*] and V[*] (each of which has 750 or more rated take off horse power), and all Parts attached thereto (the “Aircraft”).
|
(b)
|
All Aircraft Documentation relating the Aircraft.
|
3.
|
All of the foregoing has been delivered and accepted on the date set forth above to Buyer's full satisfaction and pursuant to the terms and provisions of the Sale Agreement.
|
4.
|
The Aircraft and Aircraft Documentation relating to the Aircraft have been fully examined by Buyer and have been received in a condition fully satisfactory to Buyer and in full conformity with the Sale Agreement in every respect.
|
5.
|
Buyer agrees that it is purchasing the Aircraft "AS IS, WHERE IS AND WITH ALL FAULTS" and subject to the terms and conditions of the Sale Agreement.
|
2.
|
Two used International Aero Engines AG (IAE) model V2524-A5 engines bearing manufacturer's serial numbers V[*] and V[*].
|
3.
|
All Parts installed in or attached to such aircraft and engines.
|
Lessor:
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as Owner Trustee
|
|
|
|
By: ________________________________
Name: ______________________________
|
|
Its: ________________________________
|
|
Lessee:
SPIRIT AIRLINES, INC.
|
|
|
|
By: ________________________________
Name: ______________________________
|
|
Its: ________________________________
|
|
WILMINGTON TRUST COMPANY, acting not in its individual capacity but solely as Owner Trustee
|
|
|
|
By: ________________________________
Name: ______________________________
|
|
Its: ________________________________
|
|
SPIRIT AIRLINES, INC., as Lessee
|
|
|
|
By: ________________________________
Name: ______________________________
|
|
Its: ________________________________
|
|
1.
|
Effective January 1, 2018 you will have the title of President, reporting directly to the Chief Executive Officer of the Company (“CEO”). You will continue to serve as the Company’s Chief Financial Officer (“CFO”) until the Company hires or appoints a new CFO, who will report to you (at which point you will resign your position as CFO). As President, you will have overall reporting responsibility for the finance, operations, revenue, IT and HR functions of the business, and the respective senior officers leading those functions will report to you. Effective January 1, 2019, subject to your continued employment, you will assume the position of CEO, and you will continue to serve as the President, provided that the Board of Directors (“Board”), in its sole discretion, may appoint another individual to serve as the President, reporting to you. Also effective as of January 1, 2018, you will be elected as a Class III director of the Board. In your executive positions, you agree that you will perform your duties and responsibilities, subject to travel, out of and at the Company’s headquarters offices without having to commute from outside of the local commuting area. Notwithstanding anything to the contrary, upon any termination of your employment, you shall automatically resign from all positions you hold with the Company or any affiliate and from the Board (and any affiliate boards), unless otherwise requested by the Board in writing.
|
2.
|
Your annualized base salary will be $550,000 for 2018 and will be increased to $700,000 for 2019 (in each case gross – subject to withholdings for taxes and appropriate deductions). Your base salary will be subject to annual review and may be increased as determined by the compensation committee of the Board (“Compensation Committee”) in its sole discretion.
|
3.
|
You will be eligible to participate in the Company’s Short-Term Incentive Plan (STI) for Officers. Your STI target will be 100% of base salary for 2018 and 125% of base salary for 2019. Your actual STI payment will range from 0% to 200% base salary based on the performance of annual STI metrics, as determined by the Compensation Committee. Your STI award will otherwise be on the same terms and conditions as those in effect from time to time for other senior officers of the Company.
|
4.
|
On or shortly after January 16, 2018, you will be granted a one-time off-cycle promotion equity-based incentive award (the “Off-Cycle LTI Award”) having a grant date value of $2,500,000. The Off-Cycle LTI Award will be subject to the terms and conditions of the Company’s 2015 Incentive Award Plan, as amended from time to time (“Incentive Award Plan”) and shall also be subject to the terms and conditions of the corresponding award agreement. The Off-Cycle LTI Award will be in the form of Restricted Stock Units, vesting over a four-year period as follows: 50% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and the remaining 25% on the fourth anniversary of the grant date. Should your employment with the Company terminate for any reason (other than death or permanent disability) prior to the fourth anniversary of the grant date, the unvested portion of the Off-Cycle LTI Award would automatically terminate and be forfeited at that time.
|
5.
|
During your employment with the Company, you will be eligible to receive annual long-term incentive equity awards (“Annual LTI Awards”) under the Incentive Award Plan. Your eligibility to receive an Annual LTI Award in any year will be on the basis, terms and conditions determined by the Compensation
|
6.
|
You will be eligible to participate in Company sponsored employee benefits, including medical, life, dental, vision insurance and the voluntary benefit plans and 401(k). You will be eligible for the same travel and vacation benefits provided to other senior executives of the Company. Of course, the Company may change its benefits package and plans at any time.
|
7.
|
In the event you cease to be employed by the Company for any reason other than death or a termination by the Company for Cause (as defined in the Executive Severance Plan), the Company shall provide you (and your spouse and dependent children) a lifetime travel pass for the Company’s flights, enabling you (and your spouse and dependent children) to travel (free of charge) in any class of service that is available at the time of reservation; provided that such travel pass (the “Travel Pass”) shall be subject to the following conditions: (i) in no event shall the Travel Pass become or be effective unless you execute and deliver to the Company an effective and irrevocable release of claims in the Company’s standard form within 53 days after the date of such cessation of employment, (ii) the Travel Pass shall automatically terminate on your death; and (iii) the Travel Pass shall automatically terminate if you, directly or indirectly, (A) invest in or own, or act or serve as an employee, officer, director or consultant, of United Airlines, Delta Airlines, American Airlines, Southwest Airlines, Frontier Airlines or JetBlue Airlines or (B) invest in or own, or act or serve as an employee, officer, director or consultant, of any other business organization, entity or enterprise that competes, or is about to compete, in any material respect with the Company or any of its subsidiaries in the passenger air transportation business in the United States or within any other country where, as of the time of your termination of employment, the Company or any of its subsidiaries is engaged in the passenger air transportation business; provided, however, that, for purposes of this clause (B), the ownership of not more than 1% of the outstanding stock of any corporation traded on a national stock exchange shall not of itself be viewed as owning or having an investment in such corporation.
|
8.
|
You agree that the Company may withhold from any compensation, reimbursements and benefits payable to you all taxes as required by law and well as other standard or customary withholdings and deductions. You also agree that target incentives do not constitute a promise of payment.
|
9.
|
As an officer of the Company, you will be eligible for participation in the Spirit Airlines, Inc. 2017 Executive Severance Plan, as amended from time to time (the “Executive Severance Plan”), at the “Senior Vice President and Above” level of severance benefits; provided, however, that (a) Section 4.1.3(a) of the Executive Severance Plan, as it applies to you, shall be deemed amended to provide a cash severance amount equal to 150% of Base Salary rather than 100% of Base Salary and (b) the Executive Severance Plan, as it applies to you, may not be amended in a manner adverse to you except with your consent or as required by law. In addition, as an officer and director of the Company, you will continue to be covered by the Company's director and officer liability insurance policy, which may be changed or discontinued by the Company at any time.
|
10.
|
Please note and understand that, consistent with Company practice, your employment with the Company constitutes “at will” employment and will not be for a specified period. As a result, your employment with the Company may be terminated by you or the Company at any time, with or without cause and with or without advance notice.
|
11.
|
As an employee of the Company, you will be expected and required to abide by the Company’s policies and procedures, including (but not limited to) the Company’s Code of Business Conduct and Ethics and Insider
|
12.
|
You agree to execute and be bound by the restrictive covenant agreement attached hereto as Exhibit A, which will apply while you are employed and after your employment with the Company ends.
|
13.
|
You recognize that you will be subject to Spirit’s stock ownership guidelines and “clawback” policies as in effect from time to time.
|
A.
|
Navitaire and Customer are parties to that certain Navitaire Hosted Services Agreement dated as of February 28, 2007, as amended (the “Agreement”), pursuant to which Navitaire performs Hosted Services for Customer.
|
B.
|
Section 19.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.
|
C.
|
Navitaire and Customer desire to amend the terms of the Agreement as provided below.
|
1
|
Amendment to Update References to NAVITAIRE. All references within the Agreement to “NAVITAIRE” are hereby replaced with “Navitaire”.
|
2
|
Amendment to Recitals, as follows:
|
A.
|
Navitaire, wholly owned by Amadeus IT Group, S.A., is an airline technology services company, which provides various services such as hosted reservation and revenue management services to airline companies worldwide.
|
B.
|
The parties desire that Navitaire provide to Customer Hosted Services (as defined in Section 1), and Customer desires to purchase such Hosted Services on the terms contained in this Agreement.
|
3
|
Amendment to Main Terms and Conditions, as follows:
|
a)
|
Term (Replaced). Section 5.1, Term, is hereby deleted in its entirety and replaced with the following:
|
5.1
|
Term. Unless otherwise terminated earlier under this Section 5, this Agreement shall commence on [###] and continue through January 31, 2028 (the “Initial Term”). This Agreement will renew automatically for [###] additional [###] renewal terms unless one party provides written notice of termination to the other party at least [###] prior to the end of the Initial Term or any renewal term. Navitaire may increase the Service Fees payable by Customer with respect to any renewal term, provided that Navitaire gives Customer written notice of such reasonable increase in Service Fees at least [###] prior to the end of the then current term, but otherwise the terms
|
b)
|
Price and Payment (Updated). The first sentence in Section 6.1 (Price and Payment) is hereby modified to replace the reference to ‘Exhibit A, Section 8, Exhibit B, Section 9, Exhibit F, Section 10, Exhibit G, Section 9, Exhibit H, Section 9 and Exhibit I, Section 7’ with “Exhibit K”.
|
c)
|
Payment Terms (Updated). The third sentence in Section 6.3 (Payment Terms) is hereby modified to replace the reference to ‘Exhibits A, B, F, G, H and I' with “Exhibit K”,
|
d)
|
Service Fees (Replaced). Section 6.4.1, Service Fees, is hereby deleted in its entirety and replaced with the following:
|
6.4.1
|
Service Fees. The Service Fees identified in Exhibit K shall be adjusted annually on [###] of each year to account for inflation. [###].
|
e)
|
Fee Adjustment (Updated). Section 6.4, Fee Adjustment, is hereby modified as follows:
|
1)
|
the first sentence in Section 6.4.2 is hereby modified to replace the reference to ‘Exhibits A, B, F, G, H and J' with “Exhibit K”; and
|
2)
|
the second sentence in Section 6.4.2 is hereby modified to replace the reference to ‘Exhibits A, B, F, G, H and J‘ with “Exhibit K”.
|
f)
|
Support Fees (Updated). The first sentence in Section 6.4.3 (Support Fees) is hereby modified to replace the reference to ‘Exhibits A, B, F, G, H and J’ with “Exhibit K.
|
g)
|
Indemnification (Replaced). Section 8.2. is hereby deleted in its entirety and replaced with the following:
|
8.2
|
Except for claims covered by Section 8.1 or claims resulting from Navitaire’s negligence or willful misconduct, Customer agrees to defend, indemnify and hold Navitaire harmless from third party claims arising out of Customer’s use of the Hosted Services and reimburse Navitaire for all expenses (including counsel fees and court costs) incurred by Navitaire in connection with such claim.
|
h)
|
Confidential lnformation (Updated). The title of Section 9, Confidential Information, is hereby modified to read “Confidential Information and Privacy”
|
i)
|
Privacy of Information (Replaced). Section 9.6, Privacy of Information, is hereby deleted in its entirety and replaced with the following:
|
9.6
|
Privacy of Customer Personal Data. Navitaire shall protect Customer Personal Data during performance of the Services in accordance with laws to which Navitaire is subject as a service provider or data processor. Navitaire and Customer shall comply with their respective obligations in the Data Protection Procedures Schedule attached hereto as Exhibit J and Navitaire shall cause each of its subcontractors that have access to Customer Personal Data to comply with the same where applicable.
|
j)
|
Disclaimers and Limitations (Updated). Section 10.1 is hereby deleted in its entirety and replaced with the following:.
|
10.1
|
EXCEPT FOR AMOUNTS DUE BY CUSTOMER IN THE ORDINARY COURSE, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED [###], PROVIDED, HOWEVER, THAT THE FOREGOING LIMIT WILL NOT APPLY TO LIABILITIES ARISING UNDER SECTION 8, [###], OR WILLFUL MISCONDUCT;
|
k)
|
Force Majeure (Updated). The second sentence in Section 15 (Force Majeure) is hereby modified to delete the reference to ‘”Global Watch Program” (Accenture LLP program which functions as an advisor for the safety of its people)’ and remove it from the Agreement.
|
l)
|
Exhibits (Replaced). Section 19.6, Exhibits, is hereby deleted in its entirety and replaced with the following:
|
•
|
Exhibit B: Intentionally Left Blank - Hosted Revenue Management Services – SkyPrice
|
m)
|
Third Party Procurement (Replaced). Section 19.7, Third Party Procurement, is hereby deleted in its entirety and replaced with the following:
|
19.7
|
Third Party Procurement. Navitaire has a number of relationships with third party vendors for products and services made available to users of the Navitaire suite. Navitaire utilizes these third party vendors in order to provide a comprehensive offering for the benefit of the customer base. In some cases, Navitaire may receive compensation from these third party vendors.
|
4
|
Amendment to Exhibit A - Hosted Reservation Services, as follows:
|
a)
|
Scope of Services (Replaced). Section 2, Scope of Services, is hereby deleted in its entirety and replaced with the following:
|
b)
|
Support Rate (Updated). The first sentence of Section 5.3 (Support Rate) of Exhibit A is hereby modified to replace the reference to ‘Exhibit A, Section 8.3’ with “Exhibit K”.
|
c)
|
Emergency (Updated). The second sentence of Section 5.4.1 (Emergency) of Exhibit A is hereby modified to replace the reference to ‘Exhibit A, Section 8.3’ with “Exhibit K”.
|
d)
|
Request Reporting (Updated). The first sentence of the last paragraph of Section 5.4.3 (Request Reporting) of Exhibit A is hereby modified to replace the reference to ‘Exhibit A, Section 8.3’ with “Exhibit K”.
|
e)
|
Functionality (Updated). The introductory paragraph found at Section 6, New Skies by Navitaire Functionality Included in Hosted Reservation Services, is hereby deleted in its entirety and replaced with the following:
|
f)
|
Functionality (Replaced). The ‘Secure Flight’ functionality rows are hereby deleted in their entirety from the table found at Section 6, New Skies by Navitaire Functionality Included in Hosted Reservation Services, and replaced with the following:
|
Message Facilitation for Secure Flight
|
General Features – Message Facilitation for Secure Flight
|
Secure Flight is an interactive data collection system used by carriers to transmit traveler data to government entities for United States domestic flights, flights to/from the United States and flights that qualify as United States overflights as identified by Customer. The Message Facilitation for Secure Flight facilitates the collection of the data required by Customer with respect to its regulatory requirements. While each government entity has specific data and transport requirements, in general the system provides a mechanism for Customer to:
Boarding Pass
• Collect traveler passport data at the time of booking or at the time of check-in for travel to or from outside the US.
• Format the data for transmission, including passenger redress number and known traveler number if provided by passenger and traveler passport data for international flights.
• Transmit the data during the transmission timeframe (e.g., 72 hours prior to departure) to the connectivity provider (e.g. SITA/ARINC) for the delivery of the traveler data to the United States Department of Homeland Security (US-DHS) by the connectivity provider, as directed by Customer.
• Receive US-DHS passenger status response messages and store the passenger status response from the US-DHS with passenger’s PNR.
• Display the passenger status response and based upon the US-DHS passenger status response:
- Print boarding pass for passengers identified as cleared by US-DHS.
- Configure selectee data for boarding pass and bag tag for passengers identified as selectees by US-DHS.
- Do not print boarding pass for passengers identified as inhibited by US-DHS.
Gate Pass Holder
• Collect gate pass holder data via SkyPort. The gate pass is a document issued within the US to non-travelers, allowing them entry though airport security to a sterile area normally reserved for passengers.
• Format the gate pass holder data for transmission.
• Transmit to the connectivity provider (e.g. SITA/ARINC) for the delivery of the gate pass holder data to the United States Department of Homeland Security (US-DHS) by the connectivity provider, as directed by Customer.
• Display gate pass response message from the US-DHS.
• Generate a gate pass for a cleared response.
Unsolicited Messages
• Receive US-DHS unsolicited messages.
• Format acknowledgement response to unsolicited messages.
• Transmit acknowledgement response for unsolicited response to the connectivity provider (e.g. SITA/ARINC as directed by Customer) for the delivery of the acknowledgement response to the United States Department of Homeland Security (US-DHS) by the connectivity provider, as directed by Customer.
• Store updates to passenger status from the US-DHS with passenger’s PNR.
Flight Close Out
• Format Flight Close Out / On Board message.
• Transmit Flight Close Out / On Board message to the third party network transport provider (e.g. SITA/ARINC) for the delivery of the gate pass holder data to the United States Department of Homeland Security (US-DHS) by the network transport provider, as directed by Customer.
Note: The foregoing functionality is dependent upon multiple third party connections as contemplated by Section 4.12 of the Agreement. The parties will agree and document in Exhibit K the Connectivity Option selected by Customer.
|
General Features – TSA PreCheck Facilitation
|
TSA PreCheck Facilitation is an optional feature within Secure Flight that facilitates the operation of TSA Pre✓® when Customer has engaged the use of such program with the U.S. Government. In the event that: (i) Customer has requested this feature from the TSA; (ii) Secure Flight has been procured by Customer under the Agreement; and (iii) Customer has taken the appropriate actions with the U.S. Government, the additional functionality is as follows:
• Configure TSA Pre✓® data for boarding pass(es) for passengers identified as TSA Pre✓® by US-DHS.
|
Limitations and Exclusions
|
• Transmission of crew data is not supported.
• XML message formats are not supported.
• Flights which are domestic to domestic outside of the United States are not supported (e.g. ORY to NCE), with the exception of overflights identified by Customer.
• The ability to collect, store, and include passenger redress number and known traveler number is not currently available if the transaction is received by Navitaire via IATCI messaging.
• Certification with connectivity provider is the responsibility of Customer.
• Secure Flight functionality is only available for flights for which Customer utilizes New Skies check-in functions. Secure Flight functionality is not available for flights managed via a third party DCS.
• Navitaire will provide Customer with an initial sample format for these messages during implementation. Any applicable fees in connection with any modifications to the message format made whether during implementation or thereafter will be charged to Customer on a time and materials basis.
|
g)
|
Functionality (Added). The following is hereby added to the end of the table located at Section 6, New Skies by Navitaire Functionality Included in Hosted Reservation Services:
|
FTP Connectivity for Operational Messages
|
General Features – FTP Connectivity for Operational Messages – Outbound Messaging
|
[###]
|
General Features – FTP Connectivity for Operational Messages – Inbound Messaging
|
[###]
|
Limitations and Restrictions
|
[###]
|
Type B/Teletype Connectivity for Operational Messages
|
General Features – Type B/Teletype Connectivity for Operational Messages
|
[###]
|
Customer Value and Recognition
|
General Features – Customer Value and Recognition
|
[###]
|
Limitations and Exclusions
|
[###]
|
Seating Plus
|
General Features – Seating Plus
|
• The functionality description shall be added via an amendment prior to Customer’s use of the Seating Plus functionality.
|
dotREZ API
|
General Features – dotREZ API
|
[###]
|
h)
|
Fee Schedule (Updated). Section 8, Fee Schedule, is hereby deleted in its entirety and replaced as follows:
|
8
|
Fee Schedule. The actual fees under this Agreement are as identified in Exhibit K, Price and Payment.
|
5
|
Amendment to Exhibit E – Powered by Navitaire® Mark, as follows:
|
6
|
Amendment to Exhibit G, Hosted Revenue Accounting Services, as follows:
|
a)
|
Scope of Services (Replaced). Section 2, Scope of Services, is hereby deleted in its entirety and replaced with the following:
|
2
|
Scope of Services
|
b)
|
Support Rate (Updated). The first sentence of Section 5.3 (Support Rate) of Exhibit G is hereby modified to replace the reference to ‘Section 9.3 of this Exhibit’ with “Exhibit K”.
|
c)
|
Emergency (Updated). The first sentence of the paragraph following the ‘Note:’ in Section 5.4.1 (Emergency) of Exhibit G is hereby modified to replace the reference to ‘this Exhibit, Section 9.3’ with “Exhibit K”.
|
d)
|
Request Reporting (Updated). The first sentence of the last paragraph of Section 5.4.3 (Request Reporting) of Exhibit G is hereby modified to replace the reference to ‘Section 9.3 of this Exhibit’ with “Exhibit K”,
|
e)
|
Functionality (Updated). The introductory paragraph found at Section 7, Hosted Revenue Accounting Service Functionality, is hereby deleted in its entirety and replaced with the following:
|
f)
|
Fee Schedule (Updated). Section 9, Fee Schedule, is hereby deleted in its entirety and replaced as follows:
|
9
|
Fee Schedule. The actual fees under this Agreement are as identified in Exhibit K, Price and Payment.
|
7
|
Amendment to Exhibit I, Hosting Services for NPS Custom Solutions, as follows:
|
a)
|
Included Features (Updated). The first sentence of Section 3 (Included Features) sub-item b) of Exhibit I is hereby modified to replace the reference to ‘Section 8.3, Support Fees, of Exhibit A of the Agreement’ with “Exhibit K”.
|
b)
|
Support Services (Updated). The first sentence of the third paragraph of Section 5 (Support Services) of Exhibit I is hereby modified to replace the reference to ‘Exhibit A, Section 8.3 and/or 8.5’ replaced with “Exhibit K”.
|
c)
|
Fee Schedule (Updated). Section 7, Fee Schedule, is hereby deleted in its entirety and replaced as follows:
|
7
|
Fee Schedule. The actual fees under this Agreement are as identified in Exhibit K, Price and Payment.
|
8
|
Addition of New Exhibit J, Procedures for the Protection of Customer Personal Data, as follows:
|
9
|
Addition of New Exhibit K, Price and Payment, as follows:
|
10
|
No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.
|
11
|
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
|
12
|
Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon Navitaire and the Customer and their respective successors, heirs and assigns.
|
13
|
Conflict of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.
|
1
|
General
|
2
|
Security Policy
|
3
|
Global Access
|
4
|
Organizing Information Security
|
4.1
|
Accountability
|
•
|
Customer Data Protection Executive: James Nolin, Senior Director Infrastructure
|
•
|
Navitaire Data Protection Executive: Gordy Evans, Vice President Commercial
|
4.2
|
Controls
|
1
|
Fee Schedule
|
1.1
|
Service Fees
|
1.1.1
|
Monthly Recurring Service Fees – Core Services:
|
Monthly Passenger Boarded Tier
|
Hosted Services Bundle
|
Disaster Recovery
|
Per Passenger Boarded
|
Per Passenger Boarded
|
|
[###] monthly passengers boarded
|
[###] per passenger boarded
|
[###] per passenger boarded
|
[###] monthly passengers boarded
|
[###] per passenger boarded
|
[###] per passenger boarded
|
[###] monthly passengers boarded
|
[###] per passenger boarded
|
[###] per passenger boarded
|
[###] monthly passengers boarded
|
[###] per passenger boarded
|
[###] per passenger boarded
|
[###] and higher monthly passengers boarded
|
[###] per passenger boarded
|
[###] per passenger boarded
|
•
|
Hosted Reservation Services (New Skies base functionality);
|
•
|
GoNow – Agent;
|
•
|
Type B / Teletype Connectivity for Operational Messages;
|
•
|
FTP Connectivity for Operational Messages;
|
•
|
Data Store Workbench;
|
•
|
TSA PreCheck Facilitation;
|
•
|
Message facilitation for Accertify Fraud Prevention; and
|
•
|
SkyLedger.
|
a)
|
Minimum Guarantee of Passengers Boarded. Customer agrees to guarantee and pay as a monthly minimum the total number of passengers boarded according to the table below. This table will also be used for the purposes of calculating the minimum recurring Service Fees:
|
Year
|
Monthly Minimum Guarantees
(subject to the Seasonality Allocation Schedule described below)
|
Annual Minimum Guarantees
|
Passengers Boarded
|
Passengers Boarded
|
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
Month
|
Schedule for July 2017 - June 2018
Seasonality Percentage
|
Number of Monthly Minimum Guarantee of Passengers Boarded (“MMGPB”) per month based on Annual Minimum Guarantee of Passengers Boarded for Year 1
(% multiplied by AMGPB)
NOTE: The total of this column will always equal the applicable year’s AMGPB.
|
Minimum Monthly Fee
Hosted Services Bundle
|
Minimum Monthly Fee
Disaster Recovery
|
July
|
[###]
|
[###]
|
[###]
|
[###]
|
August
|
[###]
|
[###]
|
[###]
|
[###]
|
September
|
[###]
|
[###]
|
[###]
|
[###]
|
October
|
[###]
|
[###]
|
[###]
|
[###]
|
November
|
[###]
|
[###]
|
[###]
|
[###]
|
December
|
[###]
|
[###]
|
[###]
|
[###]
|
January
|
[###]
|
[###]
|
[###]
|
[###]
|
February
|
[###]
|
[###]
|
[###]
|
[###]
|
March
|
[###]
|
[###]
|
[###]
|
[###]
|
April
|
[###]
|
[###]
|
[###]
|
[###]
|
May
|
[###]
|
[###]
|
[###]
|
[###]
|
June
|
[###]
|
[###]
|
[###]
|
[###]
|
b)
|
Look to Booked Segment Ratio. A Look to Booked Segment Ratio of [###] will apply to all bookings as described in Section 1 of Exhibit A in regards to Peak Usage. A Look to Booked Segment Ratio of [###] will apply to all bookings as described in Section 1 of Exhibit A in regards to the Availability Request Overage Fee.
|
c)
|
Availability Request Overage Fee is the fee applied to each Utilized Availability Request in excess of the Maximum Availability Requests Allowed. The Availability Request Overage Fee is determined based on the [###], and will be applied to each excess Utilized Availability Request, as follows:
|
•
|
[###] lower than [###] = [###]
|
•
|
[###] to [###] = [###]
|
•
|
[###] to [###] = [###]
|
•
|
[###] greater than [###] = [###]
|
1.1.2
|
Monthly Recurring Service Fees – Hosted Reservation Services - New Skies Add-On Products/Services:
|
SELECTED
|
Products and/or Services
|
Description
|
Partners or Connections
|
Monthly Minimum Recurring Service Fee
(per partner / connection)
|
Included in Monthly Recurring Service Fee
|
Monthly Overage Fee
|
X
|
Message Facilitation for Connectivity to Accertify
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
X
|
Customer Value and Recognition
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
X
|
[###]
|
[###]
|
||||
X
|
Disaster Recovery Services
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
N/A
|
dotREZ API
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
|||||
[###]
|
[###]
|
1.1.3
|
Monthly Recurring Service Fees – Hosting Services for NPS Custom Solutions:
|
SELECTED
|
Products and/or Services
|
Description
|
Partners or Connections
|
Monthly Minimum Recurring Service Fee
(per partner / connection)
|
Included in Monthly Recurring Service Fee
|
Monthly Overage Fee
|
Note: [###].
|
||||||
Hosting Services for NPS Custom Solutions
|
||||||
X
|
Hosting Services for NPS Custom Solutions
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
X
|
[###]
|
[###]
|
[###]
|
[###]
|
[###]
|
1.2
|
Implementation Fees
|
•
|
products and/or services that are not part of Customer’s initial purchase, require [###] of the corresponding Minimum Implementation Fee be paid in full upon execution of an Amendment to the Agreement to add such products and/or services, with the remaining [###] due and payable in full upon completion of the corresponding implementation project; and
|
•
|
Minimum Implementation Fees exclude travel expenses and do not include any new development.
|
SELECTED
|
Products and/or Services
|
Description
|
Partners or Connections
|
Minimum
Implementation Fee
(per partner / connection)
|
Maximum Number of Hours Included in Minimum Implementation Fee
(additional hours provided on a time and materials basis per Section 1.3)
|
[###]
|
|||||
Hosted Reservation Services – New Skies
Add-On Products/Services
|
|||||
X
|
Customer Value and Recognition
|
[###]
|
[###]
|
[###]
|
[###]
|
X
|
[###]
|
[###]
|
[###]
|
[###]
|
|
N/A
|
dotREZ API
|
[###]
|
[###]
|
[###]
|
[###]
|
1.3
|
Support Fees
|
Support Center Support
|
Fees
|
Initial Support: Up to a maximum of [###] for Support Service Requests are available for use within the first [###] after go-live of the Hosted Reservation Services.
|
[###]
|
On-going Support: After initial support, up to a maximum of [###] for Support Service Requests are available for use on a monthly basis through the Term of the Agreement. This allotment is for the specified period only and may not be carried forward. All applicable hours are deducted in [###] minute increments with a minimum of [###] minutes per occurrence.
|
[###]
|
Additional support, training, additional implementation support, or development documented in an INC (or documented in a Work Order where such Work Order expressly references the hourly rates in this Section).
|
Dependent on level of resource:
|
1.4
|
Other Fees
|
Other Fees
|
Fees
|
Custom solution development, business process assistance, and/or Professional Services mutually agreed to and documented in an INC or Work Order as applicable.
|
[###]
|
Dedicated Account Management
|
[###]
|
1.5
|
Payment of Implementation Fees. Not Applicable – the Hosted Reservation Services are already implemented.
|
1.6
|
Fee Commencement after Implementation. Not Applicable – the Hosted Reservation Services are already implemented.
|
Date: April 26, 2018
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
Chief Executive Officer
|
Date: April 26, 2018
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
President and Chief Financial Officer
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2018 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 26, 2018
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
Chief Executive Officer
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2018 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 26, 2018
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
President and Chief Financial Officer
|