Commitments and Contingencies | Commitments and Contingencies Aircraft-Related Commitments and Financing Arrangements The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers. During the first quarter of 2017, the Company negotiated revisions to its A320 aircraft order. The Company originally had four A320neo aircraft scheduled for delivery in 2018 of which two were converted to A320ceo aircraft, to be delivered in 2017, and the remaining two are deferred until 2019. As of June 30, 2017 , the Company's aircraft orders consisted of the following: Airbus A320ceo A320neo A321ceo Total remainder of 2017 3 7 10 2018 5 5 10 2019 1 14 15 2020 16 16 2021 18 18 9 48 12 69 The Company also has six spare engine orders for V2500 SelectTwo engines with International Aero Engines (IAE) and nine spare engine orders for PurePower PW1100G-JM engines with Pratt & Whitney. Spare engines are scheduled for delivery from 2017 through 2023 . Purchase commitments for these aircraft and spare engines, including estimated amounts for contractual price escalations and pre-delivery payments, are expected to be $413.2 million for the remainder of 2017 , $528.4 million in 2018 , $764.4 million in 2019 , $829.8 million in 2020 , $784.8 million in 2021 , and $24.6 million in 2022 and beyond . As of June 30, 2017 , the Company had secured debt financing commitments of $310.0 million for 8 aircraft, scheduled for delivery in the remainder of 2017, and did not have financing commitments in place for the remaining 61 Airbus aircraft currently on firm order, which are scheduled for delivery in 2017 through 2021 . Interest commitments related to the secured debt financing of 36 delivered aircraft as of June 30, 2017 are $25.5 million for the remainder of 2017, $47.5 million in 2018 , $43.3 million in 2019 , $39.0 million in 2020 , $34.8 million in 2021 , and $125.3 million in 2022 and beyond . For principal commitments related to these financed aircraft, refer to Note 10, Debt and Other Obligations. As of June 30, 2017 , principal and interest commitments related to the Company's future secured debt financing of 8 undelivered aircraft under bank debt is approximately $5.1 million for the remainder of 2017 , $32.6 million in 2018 , $32.4 million in 2019 , $33.3 million in 2020 , $32.1 million in 2021 , and $256.5 million in 2022 and beyond . As of June 30, 2017 , the Company had a fleet consisting of 104 A320 family aircraft. During the six months ended June 30, 2017 , the Company took delivery of seven aircraft financed under secured debt arrangements, two aircraft under operating leases and purchased one previously leased engine. For further discussion on the previously leased engine, refer to Note 3, Special Charges. The purchased aircraft are capitalized within flight equipment with depreciable lives of 25 years and estimated residual values of 10% . As of June 30, 2017 , the Company had 61 aircraft and 10 spare engines financed under operating leases with lease term expiration dates ranging from 2017 to 2029. The Company entered into sale and leaseback transactions with third-party aircraft lessors for the majority of these aircraft and engine leases. Deferred losses resulting from these sale and leaseback transactions are included in other long-term assets on the accompanying condensed balance sheets. Deferred losses are recognized as an increase to rent expense on a straight-line basis over the term of the respective operating leases. Deferred gains are included in deferred credits and other long-term liabilities on the accompanying condensed balance sheets. Deferred gains are recognized as a decrease to rent expense on a straight-line basis over the term of the respective operating leases. Under the terms of the lease agreements, the Company will continue to operate and maintain the aircraft. Payments under the majority of the lease agreements are fixed for the term of the lease. The lease agreements contain standard termination events, including termination upon a breach of the Company's obligations to make rental payments and upon any other material breach of the Company's obligations under the leases, and standard maintenance and return condition provisions. These return provisions are evaluated at inception of the lease and throughout the lease terms and are accounted for as supplemental rent expense when it is probable that such amounts will be incurred. Upon a termination of the lease due to a breach by the Company, the Company would be liable for standard contractual damages, possibly including damages suffered by the lessor in connection with remarketing the aircraft or while the aircraft is not leased to another party. In July 2015, the Company executed an upgrade service agreement with Airbus Americas Customer Services Inc. (Airbus) to reconfigure the seating and increase capacity in 40 of the Company’s A320ceos from 178 to 182 seats (reconfiguration). The reconfiguration of the aircraft commenced in the first quarter of 2016 and is expected to be completed in the fourth quarter of 2017 for a remaining committed cost of $1.0 million , as of June 30, 2017 . These amounts will be capitalized within flight equipment on the condensed balance sheets. In September 2015, the Company executed a lease agreement with Wayne County Airport Authority (the Authority), which owns and operates Detroit Metropolitan Wayne County Airport (DTW). Under the lease agreement, the Company leases a 10 -acre site, adjacent to the airfield at DTW, in order to construct, operate and maintain an approximately 126,000 -square-foot hangar facility (the project). The project allows for the development of a maintenance hangar in order to fulfill the requirements of the Company's growing fleet and will reduce dependence on third-party facilities and contract maintenance. The lease agreement has a 30 -year term with two 10 -year extension options. Upon termination of the lease, title of the project, which will be fully depreciated, will automatically pass to the Authority. The Company completed the project during the first quarter of 2017 and as of June 30, 2017 , the Company had a remaining commitment of approximately $0.2 million related to this project. Future minimum lease payments under capital leases and noncancellable operating leases with initial or remaining terms in excess of one year at June 30, 2017 were as follows: Capital Leases Aircraft and Spare Engine Leases Property Facility Leases Total Operating and Capital Lease Obligations (in thousands) remainder of 2017 $ 268 $ 108,237 $ 21,496 $ 130,001 2018 537 206,595 41,024 248,156 2019 504 188,212 33,034 221,750 2020 188 180,235 21,817 202,240 2021 28 170,613 12,800 183,441 2022 and thereafter — 570,087 73,285 643,372 Total minimum lease payments $ 1,525 $ 1,423,979 $ 203,456 $ 1,628,960 Less amount representing interest 136 Present value of minimum lease payments $ 1,389 Less current portion 460 Long-term portion $ 929 The majority of the Company's capital lease obligations relate to the lease of computer equipment used by the Company's flight crew. Payments under this lease agreement are fixed for the 3 -year term of the lease which began in the second quarter of 2017. Aircraft rent expense consists of monthly lease rents for aircraft and spare engines under the terms of the Company's aircraft and spare engine lease agreements recognized on a straight-line basis. Aircraft rent expense also includes supplemental rent. Supplemental rent is made up of maintenance reserves paid or expected to be paid to aircraft lessors in advance of the performance of major maintenance activities that are not probable of being reimbursed, and probable return condition obligations. The Company expects supplemental rent to increase as individual aircraft lease agreements approach their respective termination dates and the Company begins to accrue the estimated cost of return conditions for the corresponding aircraft. Some of the Company’s master lease agreements provide that the Company pay maintenance reserves to aircraft lessors to be held as collateral in advance of the Company’s required performance of major maintenance activities. Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, while some maintenance reserve payments are fixed contractual amounts. Fixed maintenance reserve payments for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, are expected to be $3.9 million for the remainder of 2017 , $7.0 million in 2018 , $5.7 million in 2019 , $5.4 million in 2020 , $5.5 million in 2021 , and $17.7 million in 2022 and beyond . These lease agreements provide that maintenance reserves are reimbursable to the Company upon completion of the maintenance event in an amount equal to either (1) the amount of the maintenance reserves held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event. Some of the master lease agreements do not require that the Company pay maintenance reserves as long as the Company's cash balance does not fall below a certain level. As of June 30, 2017 , the Company was in full compliance with those requirements and does not anticipate having to pay reserves related to these master leases in the future. The Company is contractually obligated to pay the following minimum guaranteed payments for its reservation system, advertising media, maintenance for new airport kiosks, data center, weather system and call center as of June 30, 2017 : $3.4 million for the remainder of 2017 , $4.9 million in 2018 , $0.8 million in 2019 , $0.6 million in 2020 , $0.2 million in 2021 , and $0.1 million thereafter . The Company's current agreement with its reservation system provider expires in 2018. Litigation The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. The Company believes the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on its financial position, liquidity or results of operations. Credit Card Processing Arrangements The Company has agreements with organizations that process credit card transactions arising from the purchase of air travel, baggage charges, and other ancillary services by customers. As is standard in the airline industry, the Company's contractual arrangements with credit card processors permit them, under certain circumstances, to retain a holdback or other collateral, which the Company records as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of the Company's overall credit card sales its credit card processors hold to cover refunds to customers if the Company fails to fulfill its flight obligations. The Company's credit card processors do not require the Company to maintain cash collateral if the Company satisfies certain liquidity and other financial covenants. Failure to meet these covenants would provide the processors the right to place a holdback resulting in a commensurate reduction of unrestricted cash. As of June 30, 2017 and December 31, 2016 , the Company was in compliance with such liquidity and other financial covenants in its credit card processing agreements and the processors were holding back no remittances. The maximum potential exposure to cash holdbacks by the Company's credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of June 30, 2017 and December 31, 2016 , was $364.7 million and $234.6 million , respectively. Employees The Company has four union-represented employee groups that together represented approximately 74% of all employees at June 30, 2017 . The table below sets forth the Company's employee groups and status of the collective bargaining agreements as of June 30, 2017 . Employee Groups Representative Amendable Date Percentage of Workforce Pilots Air Line Pilots Association, International (ALPA) August 2015 26% Flight Attendants Association of Flight Attendants (AFA-CWA) May 2021 43% Dispatchers Transport Workers Union (TWU) August 2018 1% Ramp Service Agents International Association of Machinists and Aerospace Workers (IAMAW) June 2020 4% In August 2015 , the Company's collective bargaining agreement with its pilots, represented by ALPA, became amendable. In June 2016 , ALPA requested the services of the National Mediation Board (NMB) to facilitate negotiations for an amended agreement and the Company joined ALPA in the request. The NMB has assigned mediators and the parties continue to meet and work toward an amended agreement with the guidance of the mediator. Under the Railway Labor Act (RLA), the parties' current agreement remains in effect until an amended agreement is reached. In March 2016 , under the supervision of the NMB, the Company and AFA-CWA reached a tentative agreement for a five -year contract with the Company's flight attendants. In May 2016 , the flight attendants voted to approve the new five -year contract with the Company. In connection with this agreement, the Company paid a $9.6 million ratification incentive of which $8.4 million was recorded within salaries, wages and benefits in the condensed statement of operations for the six months ended June 30, 2016 . The Company is self-insured for health care claims, up to a stop loss amount for eligible participating employees and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $5.6 million and $5.7 million in health care claims as of June 30, 2017 and December 31, 2016 , respectively. |