10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 000-49697

REPUBLIC AIRWAYS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

DELAWARE	06-1449146
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268

(Address of principal executive offices) (Zip Code)

(317) 484-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þYes  ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þYes    ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) 

 Large accelerated filer o  Accelerated filer þ Non-accelerated filer o  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

¨  Yes    þNo

Number of shares of Common Stock outstanding as of the close of business on May 1, 2014: 49,782,432.

TABLE OF CONTENTS

	Part I - Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2014 and 2013	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2014 and 2013	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
	Part II - Other Information
Item 1A.	Risk Factors	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22
	Exhibit Index	23

All other items of this report are inapplicable.

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PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except share and per share amounts)

	March 31, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	276.2		$	276.7
Restricted cash	27.1			24.0
Receivables - net of allowance for doubtful accounts of $1.5 and $1.5 respectively	35.0			48.3
Inventories	65.8			71.9
Prepaid expenses and other current assets	28.2			17.7
Deferred income taxes	15.7			15.7
Total current assets	448.0			454.3
Aircraft and other equipment - net	2,622.3			2,563.6
Maintenance deposits	40.1			36.6
Other assets	227.7			216.8
Total assets	$	3,338.1		$	3,271.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt	$	303.9		$	276.2
Accounts payable	18.3			28.9
Accrued liabilities	162.1			163.8
Total current liabilities	484.3			468.9
Long-term debt - less current portion	1,920.4			1,890.6
Deferred credits and other non-current liabilities	97.6			100.7
Deferred income taxes	269.6			260.4
Total liabilities	2,771.9			2,720.6
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $.001 par value; one vote per share;150,000,000 shares authorized; 59,794,343 and 59,704,943 shares issued and 49,782,432 and 49,525,594 shares outstanding, respectively	—			—
Additional paid-in-capital	421.7			420.2
Treasury stock, 9,333,266 shares at cost	(181.8		)	(181.8		)
Accumulated other comprehensive loss	(2.6		)	(2.6		)
Accumulated earnings	328.9			314.9
Total stockholders' equity	566.2			550.7
Total liabilities and stockholders' equity	$	3,338.1		$	3,271.3

See accompanying notes to the condensed consolidated financial statements (unaudited).

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REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)

	Three Months Ended March 31,
	2014			2013
OPERATING REVENUES:
Fixed-fee service	$	328.4		$	304.0
Passenger service	—			15.2
Charter and other	9.1			5.5
Total operating revenues	337.5			324.7
OPERATING EXPENSES:
Wages and benefits	89.2			85.0
Aircraft fuel	7.3			13.6
Landing fees and airport rents	7.2			16.0
Aircraft and engine rent	31.1			28.8
Maintenance and repair	64.3			54.7
Insurance and taxes	6.5			6.1
Depreciation and amortization	41.3			37.4
Other impairment charges	19.9			—
Other	36.5			35.8
Total operating expenses	303.3			277.4
OPERATING INCOME	34.2			47.3
OTHER INCOME (EXPENSE):
Interest expense	(29.8		)	(28.1		)
Fair value gain - restructuring asset	18.4			—
Other - net	—			0.1
Total other expense	(11.4		)	(28.0		)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	22.8			19.3
INCOME TAX EXPENSE	8.8			7.9
INCOME FROM CONTINUING OPERATIONS	14.0			11.4
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			(11.1		)
NET INCOME	$	14.0		$	0.3
INCOME FROM CONTINUING OPERATIONS PER COMMON SHARE - BASIC	$	0.28		$	0.23
INCOME FROM CONTINUING OPERATIONS PER COMMON SHARE - DILUTED	$	0.26		$	0.22
NET INCOME PER COMMON SHARE - BASIC	$	0.28		$	0.01
NET INCOME PER COMMON SHARE - DILUTED	$	0.26		$	0.01

See accompanying notes to the condensed consolidated financial statements (unaudited).

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REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In millions)

	Three Months Ended March 31,
	2014		2013
NET INCOME	$	14.0	$	0.3
Other comprehensive income, net:
Reclassification adjustment for income realized on derivatives, net of tax	—		—
TOTAL COMPREHENSIVE INCOME, NET	$	14.0	$	0.3

See accompanying notes to the condensed consolidated financial statements (unaudited).

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REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)

	Three Months Ended March 31,
	2014			2013
NET CASH FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS	$	68.7		$	63.5
INVESTING ACTIVITIES:
Purchase of aircraft and other equipment	(130.6		)	(5.5		)
Proceeds from sale of other assets	7.0			39.9
Other, net	(3.1		)	(7.4		)
NET CASH FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS	(126.7		)	27.0
FINANCING ACTIVITIES:
Payments on debt	(58.1		)	(45.7		)
Proceeds from debt issuance	116.2			1.2
Payments on early extinguishment of debt and refinancing	—			(34.6		)
Proceeds from exercise of stock options	0.4			2.3
Other, net	(1.0		)	(0.5		)
NET CASH FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS	57.5			(77.3		)
DISCONTINUED OPERATIONS
Cash from operating activities	—			(9.7		)
Cash from investing activities	—			(1.5		)
Cash from financing activities	—			(2.6		)
LESS: NET CASH FROM DISCONTINUED OPERATIONS	—			(13.8		)
	—			—
NET CHANGES IN CASH AND CASH EQUIVALENTS	(0.5		)	13.2
CASH AND CASH EQUIVALENTS—Beginning of period	276.7			210.8
CASH AND CASH EQUIVALENTS—End of period	$	276.2		$	224.0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST AND INCOME TAXES:
Interest paid	$	29.1		$	28.3
Income taxes paid	0.7			0.5
NON-CASH INVESTING & FINANCING TRANSACTIONS:
Other equipment acquired through manufacturer credits	5.8			—
Manufacturer credit applied to the purchase of aircraft	3.9			—
Aircraft parts financed	—			42.8
Chautauqua restructuring asset - Aircraft Manufacturer's Incentive	—			12.0

See accompanying notes to the condensed consolidated financial statements (unaudited).

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REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization and Business 

We are a Delaware holding company organized in 1996 that offers scheduled passenger services through our wholly-owned operating air carrier subsidiaries: Chautauqua Airlines, Inc. ("Chautauqua"), Shuttle America Corporation ("Shuttle"), and Republic Airline, Inc. ("Republic Airline"). Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" refer to Republic Airways Holdings Inc. and our subsidiaries.

In the opinion of management, these financial statements reflect all adjustments that are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal, recurring nature unless otherwise disclosed. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed March 11, 2014.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Certain of our operations have been presented as discontinued. See note 5.

2. Summary of Significant Accounting Policies

Rental Income –Under the Company’s fixed-fee code-share and fixed-fee charter agreements, the Company is reimbursed an amount per aircraft designed to compensate the Company for certain aircraft ownership costs.  The Company has concluded that a component of its fixed-fee service revenue under the agreement discussed above is rental income, inasmuch as the agreement identifies the “right of use” of a specific type and number of aircraft over a stated period of time. The amounts deemed to be rental income during the three months ended March 31, 2014 and 2013, were $106.4 million and $92.3 million, respectively and have been included in fixed-fee service revenues in the Company’s condensed consolidated statements of operations.

Charter and Other Revenue – Charter and other revenue primarily consists of lease revenue for aircraft subleased under operating leases and miscellaneous revenue related to charter flying. Charter revenues are recognized at the point that our charter service is realizable and earned, which is when the transportation is provided. All other revenue is recognized as revenue when the related goods and services are provided.

Restricted Cash – Restricted cash primarily consists of balances in escrow for our long-term charter agreement, restricted amounts for satisfying debt and lease payments due within the next year and certificates of deposit that secure certain letters of credit issued for workers' compensation claim reserves and certain airport authorities. Restricted cash is carried at cost, which management believes approximates fair value.

Stockholders’ Equity – For the period from December 31, 2013 through March 31, 2014, additional paid-in capital increased to $421.7 million from $420.2 million due to $1.1 million of stock compensation expense and $0.4 million of proceeds for options exercised, accumulated other comprehensive loss remained at $2.6 million, and accumulated earnings increased from $314.9 million to $328.9 million based on current year to date net income.  

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Net Income (Loss) Per Common Share – The following table is based on the weighted average number of common shares outstanding during the period. The following is a reconciliation of the weighted average common shares for the basic and diluted per share computations (in millions, except per share information):

	Three Months Ended March 31,
	2014		2013
Basic and diluted income per share:
Income from continuing operations	$	14.0	$	11.4
Loss from discontinued operations, net of tax	—		(11.1		)
Net income	14.0		0.3
Income effect of assumed-conversion interest on convertible debt	0.5		0.3
Income after assumed conversion	$	14.5	$	0.6
Weighted average common shares outstanding	49.6		48.7
Effect of dilutive securities:
Stock options	0.4		0.6
Convertible debt	4.9		4.7
Shares used to compute diluted earnings per share	54.9		54.0
Income per share - basic:
Income from continuing operations	$	0.28	$	0.23
Loss from discontinued operations, net of tax	—		(0.22		)
Net income	$	0.28	$	0.01
Income per share - diluted:
Income from continuing operations	$	0.26	$	0.22
Loss from discontinued operations, net of tax	—		(0.21		)
Net income	$	0.26	$	0.01

The Company excluded 3.4 million and 3.0 million employee stock options from the calculation of diluted net income per share due to their anti-dilutive impact for the three months ended March 31, 2014 and 2013, respectively.

The Company has two convertible notes, both with original face values of $25.0 million. One has a book value of $22.3 million, while the other has a book value of $25.5 million, net of a $1.7 million discount, which is convertible in whole or in part, at the option of the holder, for up to 2.2 million and 2.7 million shares, respectively, of the Company’s common stock as of March 31, 2014.  The convertible notes payable were dilutive for the three months ended March 31, 2014 and 2013.

On April 7, 2014, the Company redeemed the convertible note by paying $22.3 million of cash. The Company has the ability to redeem the other convertible note to the extent the note has not previously been converted by the holder. Upon not less than 30 days nor more than 60 days advance written notice, the Company can redeem the $27.2 million note at a premium to face value at any time through October 28, 2016 at which point the note can be redeemed at face value thereafter.

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Fair Value Measurements - Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosures about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established.  The Topic establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2	quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3	unobservable inputs for the asset or liability.

The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in millions):

Fair Value of Assets on a Recurring Basis	March 31, 2014		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	95.7	$	—	$	—	$	95.7

Fair Value of Assets on a Recurring Basis	December 31, 2013		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	79.6	$	—	$	—	$	79.6

Chautauqua restructuring asset - In October 2012, the Company restructured certain aircraft ownership obligations related to its 50-seat regional jet platform, Chautauqua. In connection with the restructuring, the Company issued a convertible note payable with a face value of $25.0 million, provided call rights on 28 of its owned aircraft and agreed to parent company guarantees related to future minimum lease payments, among other commitments.

The Company elected the fair value option under ASC 825-10, "Financial Instruments" for the agreement related to its 28 owned aircraft because management believes the fair value option provides the most accurate representation of the economic benefit of this agreement to Chautauqua in the Company's financial statements. Under the fair value option, the Company recorded an $86.4 million asset representing the combined fair value of expected future cash inflows under the agreement, net of the value of the Company's obligations attributable to the call rights on the 28 aircraft. The recurring fair value measurement of this agreement has been calculated using an income approach, which requires the use of subjective assumptions that are considered level 3 inputs. Fair values have been estimated by discounting the cash flows expected to be received over the term of the agreement, using a discount rate based on observable yields on instruments bearing comparable risks and credit worthiness of the counterparty. Critical assumptions used in the fair value measurement primarily include the amount and timing of cash inflows, the discount rate and the probability of whether the call option on the restructured aircraft will be exercised by the counterparty. A change in these assumptions could result in a significantly higher or lower fair value measurement, which would result in a gain or loss during the period in which the assumption changes. A 100 basis point change in the discount rate used would have changed the fair value of the restructuring asset by approximately $2.1 million as of March 31, 2014. Similarly, a change in the assumed probability of whether the call option on the restructured aircraft will be exercised could result in either a gain or loss of up to $3.3 million per aircraft during the period in which that assumption changed.

On February 11, 2014, the Company announced the early termination of its 44 to 50 seat fixed-fee agreements with United Airlines and American Airlines, which were scheduled to terminate in 2014. These agreements wind-down beginning in March 2014 through August 2014 and will result in the grounding of 27 small jet aircraft. The Company notified the counterparty that 15 of the 27 aircraft to be grounded are subject to this agreement and callable by the counterparty. The Company was notified by the counterparty during the first quarter 2014 that it did not intend to exercise its call option on these aircraft. The Company recorded a fair value gain of $18.4 million for the three months ended March 31, 2014, which represents the fair value of the increase in cash flows expected to be received over the remaining term of the agreement, due to the counterparty's obligation to increase its payment to the Company for aircraft that cease to have applicable capacity purchase agreement reimbursement rates.

In March 2013 the agreement was amended, which resulted in a $12.0 million increase in the restructuring asset under the fair value option. The $12.0 million increase represents the fair value of expected future cash inflows under the amendment. In addition, this amendment resulted in a $12.0 million deferred credit.

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As of March 31, 2014, the Company would owe approximately $21.8 million under certain circumstances of non-performance or voluntary repayment, however, the Company estimated the probability of repayment as remote. The difference between the fair value of the restructuring asset at inception and the fair value of the convertible note at inception is recognized as a reduction to depreciation expense over the remaining useful life of the related aircraft subject to this agreement.

The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in millions):

	Quarter Ended
Chautauqua Restructuring Asset	March 31, 2014			December 31, 2013
Beginning Balance	$	79.6		$	86.4
Amendment to agreement	—			12.0
Fair value gain	18.4			—
Cash received or other	(2.3		)	(18.8		)
Ending Balance	$	95.7		$	79.6

Aircraft and Other Assets Impairment - Nonrecurring - In March 2014, we recorded a $19.9 million impairment charge related to our decision to abandon our owned E140 fleet in March 2014, impairing these aircraft to zero during the quarter ended March 31, 2014.

($ in millions)
			Nonrecurring Fair Value Measurements Using
Description	3 mos ended March 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Pre-tax Losses
Long-lived assets abandoned	$	—			$	—	$	(19.9	)

Fair Value of Debt - Market risk associated with our fixed and variable rate long-term debt primarily relates to the potential change in fair value and impact to future earnings, respectively, from a change in interest rates. In the table below, the aggregate fair value of debt was based primarily on recently completed market transactions and estimates based on interest rates, maturities, credit risk, and underlying collateral and is classified primarily as level 3 within the fair value hierarchy.

($ in millions)	March 31,		December 31,
	2014		2013
Net carrying amount	$	2,224.3	$	2,166.8
Estimated fair value	2,142.7		2,099.8

New Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The objective of the update change the requirements for reporting discontinued operations in Subtopic 205-20.  It is effective in the first quarter of 2015, and the impact to the consolidated financial statements is not expected to be material.

In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession

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arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014, and the impact to the consolidated financial statements is being evaluated by the Company.

In July 2013, the FASB issued ASU 2013-11–Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The standard provides updated guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendment becomes affective for fiscal years beginning after December 15, 2013. The Company adopted this accounting standard on January 1, 2014, and the impact to the consolidated financial statements was not material.

3.  Debt

During the three months ended March 31, 2014, the Company took delivery of five aircraft and borrowed $107.7 million secured by the aircraft.

4. Commitments and Contingencies

As of March 31, 2014, the Company has firm orders to purchase 40 CS300 aircraft that have scheduled delivery dates beginning in early 2015 and continuing through 2017. In January 2014, Bombardier announced that the aircraft would not be expected into service until early 2016. The Company also has a commitment for 47 Embraer E175 (of which 24 have been delivered as of March 31, 2014) aircraft under the American Eagle brand that have scheduled delivery dates currently and through the first quarter of 2015. The Company also has a commitment to acquire 11 spare aircraft engines and expects to take delivery of four engines in 2014, three engines in 2015, three engines in 2016, and one engine in 2017.

The following table displays the Company's future contractual obligations for aircraft and other equipment under firm order (in millions):

	Payments Due by Period
											Beyond
	2014		2015		2016		2017		2018		2019		Total
Debt or lease financed aircraft under purchase obligations(1)	$	553.6	$	889.1	$	1,037.9	$	778.4	$	—	$	—	$	3,259.0
Engines under firm orders	21.2		19.3		21.0		7.0		—		—		68.5
Total contractual obligations for aircraft and engines	$	574.8	$	908.4	$	1,058.9	$	785.4	$	—	$	—	$	3,327.5

⁽¹⁾ Represents original timing of CS300 delivery positions.

The information in the table above reflects a purchase price of the aircraft at projected delivery dates.

Contingencies

We are subject to certain legal and administrative actions which we consider routine to our business activities. As of March 31, 2014, management believes that the ultimate outcome of any pending legal matters will not have a material adverse effect on our financial position, liquidity or results of operations.

On June 10, 2011, Frontier reached a tentative agreement with the Frontier pilots (the “Pilots”), then represented by the Frontier Airlines Pilot Association ("FAPA"), pursuant to which FAPA agreed in principle to the restructuring of certain wages and benefits. On June 17, 2011, the tentative agreement was ratified by the Pilots.

On June 28, 2011, the International Brotherhood of Teamsters, Airline Division (the "IBT") replaced FAPA as the representative of Frontier pilots when the IBT was certified as the exclusive bargaining representative of the pilots. On August 3, 2011, the IBT filed suit against the Company and Frontier seeking to have the restructuring agreement declared null and void, or alternatively, seeking that the IBT manage the equity investment of the Frontier pilots due to accusations that the Company interfered with the election process.

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We believe that these allegations are baseless and that we did not interfere in the election process, which in fact the IBT won. Under the Stock Purchase Agreement pursuant to which we sold Frontier, we have agreed to continue to vigorously defend ourselves and Frontier against this complaint, but there can be no assurance that we will be successful.

On February 14, 2014, the Company announced that it reached a Tentative Agreement (TA) on a new four-year contract with the International Brotherhood of Teamsters (IBT) Local 357. Local 357 represents all of the Company's pilots. The proposed contract included increases in pay that would have placed Republic pilots at or near the top of its airline peers. It also included improvements in work rules, quality of life enhancements and more flexibility in scheduling, as well as a significant signing bonus if ratified. On April 4, 2014, the IBT failed to ratify the tentative agreement. The Company will continue to work with the IBT to determine the next steps.

As of March 31, 2014, approximately 71% of the Company's workforce is employed under union contracts. The union contracts for our pilots are currently amendable. Although we have never had a work interruption or stoppage, we are subject to risks of work interruption or stoppage and/or may incur additional administrative expenses associated with union representation of our employees. If we are unable to reach agreement with any of our unionized work groups on the amended terms of their collective bargaining agreements, we may be subject to work interruptions and/or stoppages. Any sustained work stoppages could adversely affect our ability to fulfill our obligations under our fixed-fee and pro-rate agreements and could have a material adverse effect on our financial condition and results of operations.

5. Discontinued Operations

In October, 2013, the Company entered into a stock purchase agreement for the sale of Frontier Airlines Holdings, Inc. (“Frontier”) to an affiliate of Indigo Partners LLC on December 3, 2013. As a result, the Company reported Frontier as discontinued operations on the consolidated statements of operations and consolidated statements of cash flows for all periods presented.

Summarized financial information for discontinued operations is shown below:         

($ in millions)	Three Months Ended March 31, 2013
Total operating revenue	$	310.9
Loss from discontinued operations before tax(1)	$	(18.8	)
Income tax benefit	(7.7		)
Loss from discontinued operations, net of tax	$	(11.1	)

⁽¹⁾ Loss from discontinued operations before taxes includes certain adjustments required by discontinued operation presentation.

Pursuant to the terms of the stock purchase agreement between the Company and Falcon Acquisition Group, Inc. (Buyer), the Company and Buyer are in the process of finalizing the share purchase price, which is based in part on the closing working capital of Frontier as of November 30, 2013. The Company expects to finalize the share purchase price by the end of the second quarter of 2014. The final share purchase price may result in an adjustment to the share purchase price that either requires Buyer to pay additional amounts to the Company or the Company to pay an amount to the Buyer. The share purchase price adjustment is not expected to be material. In addition, the stock purchase agreement contains an obligation for the Company to indemnify the Buyer under certain circumstances and subject to certain conditions and limitations. In addition to the proposed working capital adjustments, Buyer provided the Company with notice of a claim for indemnification for an unspecified amount. The Company rejected the Buyer’s claim for indemnification. With certain exceptions that are not subject to any limitation, the Company's indemnity obligation is capped under the stock purchase agreement at a maximum of $25.0 million. However, the Company believes that the likelihood that it will be required to make any payment of significant indemnification claims under the stock purchase agreement is remote and therefore the Company has not recorded any contingent liabilities for Buyer’s indemnification claims as of March 31, 2014.

Republic has retained all liabilities for all United States federal and foreign income tax on income prior to separation, as well as certain non-income taxes attributable to Frontier's business. Frontier generally will be liable for all other taxes attributable to its business. In connection with the separation, Republic separated its defined contribution plan from Frontier's business.

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Republic and Frontier entered into a transition services agreement pursuant to which Republic is providing Frontier, on an interim transitional basis, various services. Transition services may be provided for up to nine months with an option for extension by the recipient. Services being provided by Republic include certain information technology, operations and back office support. Billings by Republic under these transitional services agreements of $1.6 million for the quarter ended March 31, 2014, are recorded as a reduction of the costs to provide the respective service in the applicable expense category in the Condensed Consolidated Statements of Operations. This transitional support enables Frontier to establish its stand-alone processes for various activities that were previously provided by Republic and does not constitute significant continuing support of Frontier’s operations.

6. Recent Business Developments

On April 7, 2014, Republic's Board of Directors authorized management to utilize up to $75 million of unrestricted cash to buy back common shares and/or early retire convertible debt during the next 12 months. Under the $75 million authorization, Republic may repurchase up to $50 million of common shares and early retire up to $50 million of convertible notes, or any combination thereof. Also, on April 7, 2014, the Company redeemed a convertible note by paying $22.3 million of cash.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. Republic Airways Holdings Inc. (the “Company”) may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass our beliefs, expectations, hopes or intentions regarding future events. Words such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of such terms or other terminology are used to identify forward-looking statements.  All forward-looking statements included in this report are made as of the date hereof and are based on information available to the Company as of such date. The Company assumes no obligation to update any forward-looking statement. Actual results may vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others, the risks discussed in our Annual Report on Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this Quarterly Report on Form 10-Q by reference. As used herein, "unit cost" means operating cost per Available Seat Mile ("ASM").

Overview

We are a Delaware holding company organized in 1996 that offers scheduled passenger services through our wholly-owned operating air carrier subsidiaries: Chautauqua Airlines, Inc. ("Chautauqua"), Shuttle America Corporation ("Shuttle") and Republic Airline, Inc. ("Republic Airline"). Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" refer to Republic Airways Holdings Inc. and our subsidiaries.

As of March 31, 2014, our operating subsidiaries offered scheduled passenger service on 1,348 flights daily to 105 cities in 39 states and Canada under scheduled passenger service through our fixed-fee code-share agreements with United Continental Holdings, Inc. ("United"), Delta Air Lines, Inc. ("Delta"), and US Airways, Inc. ("US Airways")/American Airlines, Inc. ("American") (collectively referred to as our "Partners"). Currently, we provide our Partners with fixed-fee regional airline services, operating as United Express, Delta Connection, US Airways Express, or American Eagle, including service out of their hubs and focus cities. The Company operated aircraft under a pro-rate agreement with Frontier Airlines, Inc. ("Frontier") which terminated during the first quarter of 2014. During the three months ended March 31, 2014, our operational fleet increased from 258 to 262 aircraft. During the quarter, the Company took delivery of five E175 aircraft and sold one E145 aircraft.

Unless otherwise indicated, management's discussion and analysis relates to continuing operations. Certain of our operations have been presented as discontinued. See discussion below.

Sale of Segment

In October 2013, the Company entered into a stock purchase agreement for the sale of Frontier Airlines Holdings, Inc. (“Frontier”) to an affiliate of Indigo Partners LLC. The sale was consummated on December 3, 2013. As a result, the Company reported Frontier as discontinued operations on the consolidated statements of operations and consolidated statements of cash flows for all periods presented.

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Results of Operations

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

The following table sets forth operational statistics and the percentage-of-change for the periods identified below:

Operating Highlights	Three Months Ended March 31,
	2014			2013			Change
Fixed-fee service	$	328.4		$	304.0		8.0	%
Passenger service	—			15.2			(100.0	)%
Charter and other	9.1			5.5			65.5	%
Total revenues (millions)	$	337.5		$	324.7		3.9	%
Total fuel expense (millions)	$	7.3		$	13.6		(46.3	)%
Operating aircraft at period end:
44-50 seats7	68			70			(2.9	)%
69-99 seats8	179			157			14.0	%
Block hours5	185,613			177,579			4.5	%
Departures	103,349			102,624			0.7	%
Passengers carried	5,138,720			4,780,141			7.5	%
Revenue passenger miles ("RPM") (millions)1	2,566			2,294			11.9	%
Available seat miles ("ASM") (millions)2	3,366			3,168			6.3	%
Passenger load factor3	76.2		%	72.4		%	3.8 pts
Cost per ASM, including interest expense (cents)4	9.35			9.64			(3.0	)%
Cost per ASM, including interest expense and excluding fuel expense (cents)	9.13			9.21			(0.9	)%
Gallons consumed	1,856,914			3,524,032			(47.3	)%
Average cost per gallon	$	3.93		$	3.86		1.8	%
Average daily utilization of each aircraft (hours)6	9.0			9.5			(5.3	)%
Average length of aircraft flight (miles)	485			468			3.6	%
Average seat density	67			66			1.5	%

1. Revenue passenger miles are the number of scheduled miles flown by revenue passengers.

2. Available seat miles are the number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.

3. Passenger load factor is revenue passenger miles divided by available seat miles.

4. Total operating costs, including interest expense and fair value gain, divided by available seat miles.

5. Hours from takeoff to landing, including taxi time. 

6. Average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival).

7. Excludes two owned E140s that were abandoned and two E145s that serve as operational spares as of March 31, 2014.

8. Excludes four E175 aircraft that are scheduled to enter service in the second quarter of 2014, four temporarily parked E190 aircraft, and three Q400 aircraft that serve as operational spares as of March 31, 2014 and three aircraft that are operational spares as of March 31, 2013.

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The following table sets forth information regarding the Company’s revenues and expenses for the three months ended March 31, 2014 and 2013. Individual expense components are also expressed in cents per ASM (in millions, unless otherwise indicated).

Three Months Ended March 31,	2014			2013			$ Variance			% Variance
Fixed-fee service	$	328.4		$	304.0		$	24.4		8.0	%
Passenger service	—			15.2			(15.2		)	(100.0	)%
Charter and other	9.1			5.5			3.6			65.5	%
TOTAL OPERATING REVENUES	337.5			324.7			12.8			3.9	%
OPERATING EXPENSES:
Wages and benefits	89.2			85.0			4.2			4.9	%
Aircraft fuel	7.3			13.6			(6.3		)	(46.3	)%
Landing fees and airport rents	7.2			16.0			(8.8		)	(55.0	)%
Aircraft and engine rent	31.1			28.8			2.3			8.0	%
Maintenance and repair	64.3			54.7			9.6			17.6	%
Insurance and taxes	6.5			6.1			0.4			6.6	%
Depreciation and amortization	41.3			37.4			3.9			10.4	%
Other impairment charges	19.9			—			19.9			100.0	%
Other	36.5			35.8			0.7			2.0	%
Total operating expenses	303.3			277.4			25.9			9.3	%
OPERATING INCOME	34.2			47.3
Total non-operating expense, net	(11.4		)	(28.0		)	16.6			(59.3	)%
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	$	22.8		$	19.3		$	3.5		18.1	%

Operating Revenues

Operating revenue increased by 3.9% to $337.5 million during the first quarter of 2014 compared to the same period in 2013. Fixed-fee service revenue increased $24.4 million, or 8.0%, to $328.4 million due to increased Q400 flying with United Airlines and increased E175 flying with American Airlines. Passenger service revenue decreased $15.2 million due to the removal of E190 aircraft operating under pro-rate agreement with Frontier Airlines in February 2014.

Factors relating to significant changes in operating expenses are discussed below.

The decrease in aircraft fuel expenses of 46.3%, or $6.3 million was primarily due to a 47.3% decrease in gallons consumed because of the elimination of pro-rate flying for Frontier, during January 2014.

Landing fee and airport rent expenses decreased 55.0%, or $8.8 million, primarily due to United beginning to pay all landing fees in June 2013, representing $7.0 million of the total decrease, coupled with the end of pro-rate flying for Frontier.

Maintenance and repair expenses increased 17.6%, or $9.6 million, primarily due to the increase in engine events on our Q400 and E175 aircraft, coupled with an increase in block hours of 4.5%.

The increase in depreciation and amortization of 10.4%, or $3.9 million, was primarily related to the increase in the E175 fleet.

The other impairment charges in 2014 were due to the owned E140 aircraft being grounded indefinitely.

The decrease in non-operating expenses was primarily due to the fair value gain the Company recorded for the Chautauqua restructuring asset of $18.4 million.

We recorded income tax expense of $8.8 million or 38.6% effective tax rate during 2014, compared with an income tax expense of $7.9 million or 40.9% effective tax rate during 2013. The 2014 and 2013 effective tax rate was only slightly higher

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than the statutory rate, primarily due to miscellaneous permanent tax adjustments being offset with favorable adjustments to deferred tax assets.

Liquidity and Capital Resources

As of March 31, 2014, we have a total cash balance of $303.3 million, of which $276.2 million was unrestricted, and a working capital deficit of $36.3 million. The Company currently anticipates that its unrestricted cash on hand and the cash generated from operations are sufficient to cover our capital expenditures and debt repayments. The Company has firm financing commitments to debt finance the remaining 23 E175 aircraft scheduled to enter service through the first quarter of 2015.

Net cash provided by operating activities in the three months ended March 31, 2014 was $68.7 million compared to $63.5 million in 2013. The $5.2 million increase was primarily attributable to the change in working capital.  

Net cash used by investing activities was $126.7 million for the three months ended March 31, 2014, compared to net cash provided by investing activities in 2013 of $27.0 million.  The $153.7 million increase in investing cash used was primarily due to the purchase of five E175 aircraft in the first quarter of 2014 and the sale of E190 aircraft during the first quarter of 2013.

Net cash provided by financing activities was $57.5 million for the three months ended March 31, 2014, compared to net cash used by financing activities in 2013 of $77.3 million.  The $134.8 million change in financing cash flows relate primarily to the proceeds from debt issuance and other refinancing for the five E175 aircraft of $107.7 million during the first three months of 2014, coupled with the early extinguishment of debt in 2013 of $34.6 million. The Company's normal recurring principal payments were $58.1 million and $45.7 million for the three months ended March 31, 2014 and 2013, respectively. 

Other Liquidity

The Company received net cash proceeds of $77.0 million from the sale of Frontier Airlines in December 2013. On April 7, 2014, the board had authorized management to utilize up to $75 million to buy back shares and/or early retire convertible debt during the next twelve months. The Company may repurchase up to $50 million of common shares and retire up to $50 million of convertible notes, or any combination thereof. Also, on April 7, 2014, the Company redeemed a convertible note by paying $22.3 million of cash.

Aircraft Leases and Other Leases

We have significant obligations for aircraft and engines that are classified as operating leases, and therefore are not reflected as liabilities on our balance sheet. Our aircraft leases expire between 2014 and 2023. As of March 31, 2014, our total mandatory payments under operating leases for aircraft aggregated approximately $633.6 million and total minimum annual aircraft rental payments for the next 12 months under all non-cancelable aircraft operating leases is approximately $109.7 million. 

Other non-cancelable operating leases consist of engines, terminal space, operating facilities, office space and office equipment. These leases expire from 2014 through 2033. As of March 31, 2014, our total mandatory payments under other non-cancelable operating leases aggregated approximately $97.3 million. Total minimum annual other rental payments for the next 12 months are approximately $15.5 million.

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Purchase Commitments

As of March 31, 2014, the Company has firm orders to purchase 40 CS300 aircraft that have scheduled delivery dates beginning in early 2015 and continuing through 2017. In January 2014, Bombardier announced that the aircraft would not be expected into service until early 2016. The Company also has a commitment for 47 Embraer E175 (of which 24 have been delivered as of March 31, 2014) aircraft under the American Eagle brand that have scheduled delivery dates currently and through the first quarter of 2015. The Company also has a commitment to acquire 11 spare aircraft engines and expects to take delivery of four engines in 2014, three engines in 2015, three engines in 2016, and one engine in 2017.

The following table displays the Company's future contractual obligations for aircraft and other equipment under firm order (in millions):

	Payments Due by Period
											Beyond
	2014		2015		2016		2017		2018		2019		Total
Debt or lease financed aircraft under purchase obligations(1)	$	553.6	$	889.1	$	1,037.9	$	778.4	$	—	$	—	$	3,259.0
Engines under firm orders	21.2		19.3		21.0		7.0		—		—		68.5
Total contractual obligations for aircraft and engines	$	574.8	$	908.4	$	1,058.9	$	785.4	$	—	$	—	$	3,327.5

⁽¹⁾ Represents original timing of CS300 delivery positions.

The information in the table above reflects a purchase price of the aircraft at projected delivery dates.

Critical Accounting Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2013.

For detailed information regarding recently issued accounting pronouncements and the expected impact on our annual statements, see Note 2 "Summary of Significant Accounting Policies" in the accompanying notes to Condensed Consolidated Financial Statements included in Part II, Item 1 of this Form 10-Q.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

We have been and are subject to market risks and interest rate risk.

Interest Rates

Our earnings can be affected by changes in interest rates due to the amount of cash and securities held and variable rate debt. At March 31, 2014, approximately $82.6 million of our outstanding debt was at variable interest rates.   A one hundred basis point change in the LIBOR rate would increase or decrease interest expense by $0.2 million for the three months ended March 31, 2014.

We currently intend to finance the acquisition of aircraft through the manufacturer, third-party leases or long-term borrowings. Changes in interest rates may impact the actual cost to us to acquire these aircraft. To the extent that we place these aircraft in service under our code-share agreements, our reimbursement rates may not be adjusted higher or lower to reflect any changes in our aircraft rental rates.

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Airline Industry Competition

As mergers and other forms of industry consolidation, including antitrust immunity grants, take place we might or might not be included as a participant. Depending on which carriers combine and which assets, if any, are sold or otherwise transferred to other carriers in connection with such combinations, our competitive position relative to the post-combination carriers or other carriers that acquire such assets could be harmed. In addition, as carriers combine through traditional mergers or antitrust immunity grants, their route networks will grow, and that growth will result in greater overlap with our network, which in turn could result in lower overall market share and revenues for us.

Item 4: Controls and Procedures

We maintain "disclosure controls and procedures", as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control

During the three months ended March 31, 2014, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

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Part II. OTHER INFORMATION

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “10-K”), which could materially affect our business, financial condition or future results. The risks described in our Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 5. Other Information

On May 1, 2014, the Compensation Committee of the Board of Directors of the Company approved the payment of discretionary bonuses to certain members of management, including the Company's named executive officers, in recognition of their extraordinary efforts in connection with the negotiation and consummation of the sale of the Company's subsidiary, Frontier Airlines Holdings, Inc. and their continuing efforts with respect to certain post-closing items and reconciliation adjustments provided for in the purchase agreement governing the sale. The amounts payable to the named executive officers are $415,000 for Bryan K. Bedford, $130,000 for Wayne C. Heller, $175,000 for Timothy Dooley, $130,000 for Lars-Erik Arnell and $160,000 for Ethan J. Blank.

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ITEM 6. Exhibits

(a)	Exhibits
10.1	Amendment to the Amended and Restated Air Services Agreement between Chautauqua Airlines, Inc. and American Airlines Group Inc. dated as of March 1, 2014
10.2	Amendment No. 5 to the Capacity Purchase Agreement between Chautauqua Airlines, Inc. and United Airlines, Inc. dated as of March 4, 2014.
10.3	Amendment to Third Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Bryan K. Bedford, dated as of February 28, 2014.
10.4	Amendment to Third Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Wayne C. Heller, dated as of February 28, 2014.
10.5	Amendment to Employment Agreement between Republic Airways Holdings Inc. and Timothy P. Dooley, dated as of February 28, 2014.
10.6	Amendment to Employment Agreement between Republic Airways Holdings Inc. and Lars-Erik Arnell, dated as of February 28, 2014.
31.1	Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
31.2	Certification by Timothy P. Dooley, Executive Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
32.1	Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
32.2	Certification by Timothy P. Dooley, Executive Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
101	Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		REPUBLIC AIRWAYS HOLDINGS INC.
		(Registrant)
Dated:	May 1, 2014	By:	/s/ Bryan K. Bedford
			Name: Bryan K. Bedford
			Title: Chairman of the Board, Chief Executive Officer and President
			(Principal Executive Officer)
Dated:	May 1, 2014	By:	/s/ Timothy P. Dooley
			Name: Timothy P. Dooley
			Title: Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

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Exhibit Index

(a)	Exhibits
10.1	Amendment to the Amended and Restated Air Services Agreement between Chautauqua Airlines, Inc. and American Airlines Group Inc. dated as of March 1, 2014
10.2	Amendment No. 5 to the Capacity Purchase Agreement between Chautauqua Airlines, Inc. and United Airlines, Inc. dated as of March 4, 2014.
10.3	Amendment to Third Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Bryan K. Bedford, dated as of February 28, 2014.
10.4	Amendment to Third Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Wayne C. Heller, dated as of February 28, 2014.
10.5	Amendment to Employment Agreement between Republic Airways Holdings Inc. and Timothy P. Dooley, dated as of February 28, 2014.
10.6	Amendment to Employment Agreement between Republic Airways Holdings Inc. and Lars-Erik Arnell, dated as of February 28, 2014.
31.1	Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
31.2	Certification by Timothy P. Dooley, Executive Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
32.1	Certification by Bryan K. Bedford, Chairman of the Board, Chief Executive Officer and President of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
32.2	Certification by Timothy P. Dooley, Executive Vice President and Chief Financial Officer of Republic Airways Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with Republic Airways Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
101	Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T)

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EX-10.1

AMENDMENT TO THE AMENDED AND RESTATED AIR SERVICES AGREEMENT

This Amendment to the Amended and Restated Air Services Agreement ("Amendment") is entered into effective as of March 1, 2014 between American Airlines Group, Inc., a Delaware corporation ("AMR") (formerly known as AMR Corporation), and Chautauqua Airlines, Inc., an Indiana corporation (the "Contractor").

Recitals

AMR and Contractor entered into an Air Services Agreement dated June 11, 2001 (the "Original Agreement") for Contractor to operate Feeder Air Services utilizing regional jets. The Original Agreement was superseded by the Amended and Restated Air Services Agreement dated as of June 12, 2002 (as amended, supplemented and modified from time to time, "Agreement").

The Agreement provides, among other things, that Contractor operates Feeder Air Service utilizing 15 Embraer ERJ 140 aircraft (collectively, the “ERJ 140 Aircraft”), and the parties wish to amend the Agreement to extend the term of the Agreement with respect to Contractor’s operation of such ERJ 140 Aircraft on the terms and conditions contained herein.

The parties hereby amend the Agreement as described below:

1. Amendment to Agreement

A. Section 7.01(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Agreement became effective as of the SABRE Cutover Date and will continue in effect so long as any Covered Aircraft remain in service pursuant to this Agreement, unless terminated or canceled at an earlier date pursuant to one or more of the provisions of this Article 7 or Exhibit J(2)(D) (the "Term").”

2. Amendment to Schedules

A. Schedule C-1 (Fleet Plan) to the Agreement is hereby deleted in its entirety and replaced with Schedule C-1 attached as Annex A to this Amendment.

3.     Miscellaneous.

All capitalized terms not defined in this Amendment have the meanings ascribed to them in the Agreement.

The Agreement, as amended by this Amendment, constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other prior or contemporaneous agreements, whether written or oral, with respect to its subject matter.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

All terms of the Agreement remain in full force and effect except as amended by this

Amendment.

[Remainder of page left intentionally blank]

The parties signed this Amendment to the Amended and Restated Air Services Agreement as of the date first written above.

Chautauqua Airlines, Inc.	American Airlines Group, Inc.
BY:	By:
Name: /s/ Timothy P. Dooley	Name: /s/ Kenji Hashimoto
Title: Executive Vice President, Chief Financial Officer	Title: SVP Regional Carriers
	By:
	Name: /s/ Sam Mendenhall
	Title: MD & Controller Regional Carriers

ANNEX A

Schedule C-1 (Fleet Plan)

Approved Aircraft No.	Prior ERJ-140 Phase Out Date	Amended ERJ-140 Phase Out Date
1	1/15/2014	3/1/2014
2	1/15/2014	3/1/2014
3	1/15/2014	3/1/2014
4	4/1/2014	4/1/2014
5	4/1/2014	4/1/2014
6	4/1/2014	4/1/2014
7	4/1/2014	4/1/2014
8	6/12/2014	5/8/2014
9	6/12/2014	5/8/2014
10	6/12/2014	5/8/2014
11	6/12/2014	5/8/2014
12	8/19/2014	8/19/2014
13	8/19/2014	8/19/2014
14	8/19/2014	8/19/2014
15	8/19/2014	8/19/2014

Contractor may from time to time substitute one of Contractor’s ERJ-145 aircraft in neutral livery for (x) an Approved Aircraft undergoing heavy maintenance or (y) “one off” operational irregularities. During any period of any such substitution, with respect to such substitute aircraft, Contractor shall receive all amounts payable hereunder as if such substitute aircraft were an Approved Aircraft; provided, that in the case of a substitution pursuant to clause (x) of the previous sentence, AMR shall pay Contractor aircraft rent for such substitute aircraft at the ERJ-145 rate set forth in Schedule E-1 to this Agreement, and in the case of a substitution under clause (y) of the previous sentence AMR shall pay Contractor aircraft rent for such substitute aircraft at the ERJ-140 aircraft rate.

Additional Approved Aircraft may be added to the Fleet Plan by mutual written agreement between the parties and under the same terms and conditions stated herein.

EX-10.2

February 26, 2014

Mr. Bryan Bedford

Chairman & CEO

Chautauqua Airlines, Inc.

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

Fifth Amendment (this “Fifth Amendment”) to the Capacity Purchase Agreement

Gentlemen:

As you are aware, Chautauqua Airlines, Inc. (“Contractor”) and Republic Airways Holdings, Inc. (“Parent”) and United Airlines, Inc. (“United”), are each parties to a Capacity Purchase Agreement dated as of July 21, 2006, as previously amended by the parties (as amended, the “CPA”). Capitalized terms not defined herein shall be defined as provided in the CPA.

United and Contractor each desire to amend the CPA as follows, such amendments to be effective as of the date hereof:

1. Contractor and United mutually agree to accelerate the end date of the CPA by four (4) months and accordingly hereby amend the Scheduled Exit Dates for all Covered Aircraft as set forth on the attached revised Schedule 1. The revised Schedule 1 attached to this Fifth Amendment shall replace in its entirety the Schedule 1 attached to the CPA (such that all references to Schedule 1 in the CPA, as amended hereby, shall be deemed to refer to the revised Schedule 1 attached to this Fifth Amendment).

i. Pursuant to the second subsection (d) of Section 8.03 (Termination at End of Term), each Covered Aircraft shall be withdrawn from the capacity purchase provisions of this CPA on the exit date set forth for such Covered Aircraft on Schedule 1, as amended hereto, and without a Wind-Down Period.

2. For the avoidance of doubt, all charges payable by United shall cease as of April 1, 2014, the date of the end of the Term of the CPA, provided that any provision of the CPA which contemplates performance or observance subsequent to any termination or expiration of this CPA shall survive the termination or expiration of this CPA and continue in full force and effect, including, but not limited to the reconciliation provision set forth in Section 3.06(b) of the CPA.

Except as specifically amended or modified hereby, the CPA shall remain in effect as written. This Fifth Amendment may be signed in counterparts. If Contractor is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Fifth Amendment to the undersigned at the address above.

Very truly yours,

UNITED AIRLINES, INC.

By:    /s/John Gebo

Title:    SVP of Financial Planning & Analysis

Agreed:        CHAUTAUQUA AIRLINES, INC.

By:    /s/Timothy P. Dooley

Title:    EVP, Chief Financial Officer

Agreed:        REPUBLIC AIRWAYS HOLDINGS INC.

By:    /s/Timothy P. Dooley

Title:    EVP, Chief Financial Officer

SCHEDULE 1

Covered Aircraft & Delivery Schedule

Number(1)	Aircraft Type(2)	Tail Number (3)	MSN (3)	Scheduled Delivery Date	Scheduled Exit Date	Rent Per Month (4)
1.	ERJ145	N285SK	145435	June 1, 2012	April 1, 2014		$60,000
2.	ERJ145	N291SK	145486	June 1, 2012	April 1, 2014		$60,000
3.	ERJ145	N277SK	145355	June 1, 2012	April 1, 2014		$60,000
4.	ERJ145	N275SK	145345	June 1, 2012	April 1, 2014		$60,000
5.	ERJ145	N286SK	145443	June 1, 2012	April 1, 2014		$60,000
6.	ERJ145	N289SK	145463	June 1, 2012	April 1, 2014		$60,000
7.	ERJ145	N287SK	145460	June 7, 2012	April 1, 2014		$60,000
8.	ERJ145	N279SK	145379	June 7, 2012	April 1, 2014		$60,000
9.	ERJ145	N265SK	145226	July 1, 2012	April 1, 2014		$60,000
10.	ERJ145	N267SK	145268	July 1, 2012	April 1, 2014		$60,000
11.	ERJ145	N268SK	145270	August 28, 2012	April 1, 2014		$60,000
12.	ERJ145	N284SK	145427	August 28, 2012	April 1, 2014		$60,000

(1) Notwithstanding anything in Section 2.01(e) of this Agreement to the contrary, at such time as there are fewer than 15 Covered Aircraft, then no Covered Aircraft hereunder shall be designated as a Spare Aircraft, and during such time when there is no Spare Aircraft, if any Covered Aircraft is out of service for any scheduled heavy maintenance check and if Contractor shall have given United at least 120 days advance written notice of such scheduled heavy maintenance check, then United shall (at United’s option) either (x) reduce its schedule by one line of flight for the duration of such scheduled heavy maintenance check or (y) if Contractor has an ERJ145 Aircraft available, purchase the capacity of such available aircraft for the duration of such scheduled heavy maintenance check (it being understood that such available aircraft shall be deemed a Covered Aircraft for all purposes of this Agreement for the duration of such scheduled heavy maintenance check, and that United shall pay rent for such aircraft during the period of such use at the same rate ($60,000 monthly) as for other Covered Aircraft hereunder).

(2) None of the ERJ Aircraft specified will have stairs, but instead shall be equipped with the plug door modification.

(3) Contractor may, without interrupting United’s scheduled service for the Covered Aircraft, substitute other ERJ145 aircraft in its fleet as Covered Aircraft subject to the terms of this Agreement, and shall otherwise comply with the requirements of this Agreement as to such replacement aircraft including, but not limited to, Section 2.04; the parties shall update this Schedule 1 upon such replacement.

(4) The rent per month shall be $60,000, subject to change in accordance with Section 10.19 of this Agreement.

EX-10.3

AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2014, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and BRYAN K. BEDFORD (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive have entered into that certain Third Amended and Restated Employment Agreement dated as of November 2, 2010 (as amended on September 24, 2013, November 6, 2013, and January 24, 2014, the “Employment Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Section 2(a) of the Employment Agreement is amended and restated to read in full: “(a)    The term of employment pursuant to this Agreement (the “Term”) shall continue until June 30, 2014; provided that the Company may terminate this Agreement for any reason or no reason by providing the Executive with 30 days prior written notice of such termination.”

2.    Except as modified hereby, the Employment Agreement remains in full force and effect. This Amendment shall be effective upon signature by both the Company and the Executive. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/Mark L. Plaumann

Name: Mark L. Plaumann

Title: Chairman of the Compensation Committee of the Board of Directors

BRYAN K. BEDFORD

/s/Bryan K. Bedford    

I/3515256.2

EX-10.4

AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2014, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and WAYNE C. HELLER (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive have entered into that certain Third Amended and Restated Employment Agreement dated as of November 2, 2010 (as amended on September 24, 2013, November 6, 2013, and January 24, 2014, the “Employment Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Section 2(a) of the Employment Agreement is amended and restated to read in full: “(a)    The term of employment pursuant to this Agreement (the “Term”) shall continue until June 30, 2014; provided that the Company may terminate this Agreement for any reason or no reason by providing the Executive with 30 days prior written notice of such termination.”

2.    Except as modified hereby, the Employment Agreement remains in full force and effect. This Amendment shall be effective upon signature by both the Company and the Executive. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/Mark L. Plaumann

Name: Mark L. Plaumann

Title: Chairman of the Compensation Committee of the Board of Directors

WAYNE C. HELLER

/s/Wayne C. Heller

I/3515247.2

EX-10.5

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2014, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and TIMOTHY P. DOOLEY (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive have entered into that certain Employment Agreement dated as of April 12, 2011 (as amended on September 24, 2013, November 6, 2013, and January 24, 2014, the “Employment Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Section 2(a) of the Employment Agreement is amended and restated to read in full: “(a)    The term of employment pursuant to this Agreement (the “Term”) shall continue until June 30, 2014; provided that the Company may terminate this Agreement for any reason or no reason by providing the Executive with 30 days prior written notice of such termination.”

2.    Except as modified hereby, the Employment Agreement remains in full force and effect. This Amendment shall be effective upon signature by both the Company and the Executive. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/Mark L. Plaumann

Name: Mark L. Plaumann

Title: Chairman of the Compensation Committee of the Board of Directors

TIMOTHY P. DOOLEY

/s/Timothy P. Dooley    

I/3515232.2

EX-10.6

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 28, 2014, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and LARS-ERIK ARNELL (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive have entered into that certain Employment Agreement dated as of April 12, 2011 (as amended on September 24, 2013, November 6, 2013, and January 24, 2014, the “Employment Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Section 2(a) of the Employment Agreement is amended and restated to read in full: “(a) The term of employment pursuant to this Agreement (the “Term”) shall continue until June 30, 2014; provided that the Company may terminate this Agreement for any reason or no reason by providing the Executive with 30 days prior written notice of such termination.”

2.    Except as modified hereby, the Employment Agreement remains in full force and effect. This Amendment shall be effective upon signature by both the Company and the Executive. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/Mark L. Plaumann

Name: Mark L. Plaumann

Title: Chairman of the Compensation Committee of the Board of Directors

LARS-ERIK ARNELL

/s/Lars-Erik Arnell

I/3515222.2

EX-31.1

CERTIFICATION-Chief Executive Officer

I, Bryan K. Bedford, Chief Executive Officer of Republic Airways Holdings Inc., certify that:

1. I have reviewed this report on Form 10-Q of Republic Airways Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 1, 2014	By:	/s/ Bryan K. Bedford
			Bryan K. Bedford
			Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

CERTIFICATION-Chief Financial Officer

I, Timothy P. Dooley, Executive Vice President and Chief Financial Officer of Republic Airways Holdings Inc., certify that:

1. I have reviewed this report on Form 10-Q of Republic Airways Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's the board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 1, 2014	By:	/s/ Timothy P. Dooley
			Timothy P. Dooley
			Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Republic Airways Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan K. Bedford, President, Chief Executive Officer and Chairman of the Board of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of, and for the period covered by, the Report.

By:	/s/ Bryan K. Bedford
	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
	May 1, 2014

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Republic Airways Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy P. Dooley, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of, and for the period covered by, the Report.

By:	/s/ Timothy P. Dooley
	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
	May 1, 2014

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

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Debt

3 Months Ended

Mar. 31, 2014

Debt [Abstract]

Debt Disclosure [Text Block]

Debt

During the three months ended March 31, 2014, the Company took delivery of five aircraft and borrowed $107.7 million secured by the aircraft.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Rental Income –Under the Company’s fixed-fee code-share and fixed-fee charter agreements, the Company is reimbursed an amount per aircraft designed to compensate the Company for certain aircraft ownership costs.  The Company has concluded that a component of its fixed-fee service revenue under the agreement discussed above is rental income, inasmuch as the agreement identifies the “right of use” of a specific type and number of aircraft over a stated period of time. The amounts deemed to be rental income during the three months ended March 31, 2014 and 2013, were $106.4 million and $92.3 million, respectively and have been included in fixed-fee service revenues in the Company’s condensed consolidated statements of operations.

Charter and Other Revenue – Charter and other revenue primarily consists of lease revenue for aircraft subleased under operating leases and miscellaneous revenue related to charter flying. Charter revenues are recognized at the point that our charter service is realizable and earned, which is when the transportation is provided. All other revenue is recognized as revenue when the related goods and services are provided.

Restricted Cash – Restricted cash primarily consists of balances in escrow for our long-term charter agreement, restricted amounts for satisfying debt and lease payments due within the next year and certificates of deposit that secure certain letters of credit issued for workers' compensation claim reserves and certain airport authorities. Restricted cash is carried at cost, which management believes approximates fair value.

Stockholders’ Equity – For the period from December 31, 2013 through March 31, 2014, additional paid-in capital increased to $421.7 million from $420.2 million due to $1.1 million of stock compensation expense and $0.4 million of proceeds for options exercised, accumulated other comprehensive loss remained at $2.6 million, and accumulated earnings increased from $314.9 million to $328.9 million based on current year to date net income.  

Net Income (Loss) Per Common Share – The following table is based on the weighted average number of common shares outstanding during the period. The following is a reconciliation of the weighted average common shares for the basic and diluted per share computations (in millions, except per share information):

	Three Months Ended March 31,
	2014		2013
Basic and diluted income per share:
Income from continuing operations	$	14.0	$	11.4
Loss from discontinued operations, net of tax	—		(11.1		)
Net income	14.0		0.3
Income effect of assumed-conversion interest on convertible debt	0.5		0.3
Income after assumed conversion	$	14.5	$	0.6
Weighted average common shares outstanding	49.6		48.7
Effect of dilutive securities:
Stock options	0.4		0.6
Convertible debt	4.9		4.7
Shares used to compute diluted earnings per share	54.9		54.0
Income per share - basic:
Income from continuing operations	$	0.28	$	0.23
Loss from discontinued operations, net of tax	—		(0.22		)
Net income	$	0.28	$	0.01
Income per share - diluted:
Income from continuing operations	$	0.26	$	0.22
Loss from discontinued operations, net of tax	—		(0.21		)
Net income	$	0.26	$	0.01

The Company excluded 3.4 million and 3.0 million employee stock options from the calculation of diluted net income per share due to their anti-dilutive impact for the three months ended March 31, 2014 and 2013, respectively.

The Company has two convertible notes, both with original face values of $25.0 million. One has a book value of $22.3 million, while the other has a book value of $25.5 million, net of a $1.7 million discount, which is convertible in whole or in part, at the option of the holder, for up to 2.2 million and 2.7 million shares, respectively, of the Company’s common stock as of March 31, 2014.  The convertible notes payable were dilutive for the three months ended March 31, 2014 and 2013.

On April 7, 2014, the Company redeemed the convertible note by paying $22.3 million of cash. The Company has the ability to redeem the other convertible note to the extent the note has not previously been converted by the holder. Upon not less than 30 days nor more than 60 days advance written notice, the Company can redeem the $27.2 million note at a premium to face value at any time through October 28, 2016 at which point the note can be redeemed at face value thereafter.

Fair Value Measurements - Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosures about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established.  The Topic establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2	quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3	unobservable inputs for the asset or liability.

The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in millions):

Fair Value of Assets on a Recurring Basis	March 31, 2014		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	95.7	$	—	$	—	$	95.7

Fair Value of Assets on a Recurring Basis	December 31, 2013		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	79.6	$	—	$	—	$	79.6

Chautauqua restructuring asset - In October 2012, the Company restructured certain aircraft ownership obligations related to its 50-seat regional jet platform, Chautauqua. In connection with the restructuring, the Company issued a convertible note payable with a face value of $25.0 million, provided call rights on 28 of its owned aircraft and agreed to parent company guarantees related to future minimum lease payments, among other commitments.

The Company elected the fair value option under ASC 825-10, "Financial Instruments" for the agreement related to its 28 owned aircraft because management believes the fair value option provides the most accurate representation of the economic benefit of this agreement to Chautauqua in the Company's financial statements. Under the fair value option, the Company recorded an $86.4 million asset representing the combined fair value of expected future cash inflows under the agreement, net of the value of the Company's obligations attributable to the call rights on the 28 aircraft. The recurring fair value measurement of this agreement has been calculated using an income approach, which requires the use of subjective assumptions that are considered level 3 inputs. Fair values have been estimated by discounting the cash flows expected to be received over the term of the agreement, using a discount rate based on observable yields on instruments bearing comparable risks and credit worthiness of the counterparty. Critical assumptions used in the fair value measurement primarily include the amount and timing of cash inflows, the discount rate and the probability of whether the call option on the restructured aircraft will be exercised by the counterparty. A change in these assumptions could result in a significantly higher or lower fair value measurement, which would result in a gain or loss during the period in which the assumption changes. A 100 basis point change in the discount rate used would have changed the fair value of the restructuring asset by approximately $2.1 million as of March 31, 2014. Similarly, a change in the assumed probability of whether the call option on the restructured aircraft will be exercised could result in either a gain or loss of up to $3.3 million per aircraft during the period in which that assumption changed.

On February 11, 2014, the Company announced the early termination of its 44 to 50 seat fixed-fee agreements with United Airlines and American Airlines, which were scheduled to terminate in 2014. These agreements wind-down beginning in March 2014 through August 2014 and will result in the grounding of 27 small jet aircraft. The Company notified the counterparty that 15 of the 27 aircraft to be grounded are subject to this agreement and callable by the counterparty. The Company was notified by the counterparty during the first quarter 2014 that it did not intend to exercise its call option on these aircraft. The Company recorded a fair value gain of $18.4 million for the three months ended March 31, 2014, which represents the fair value of the increase in cash flows expected to be received over the remaining term of the agreement, due to the counterparty's obligation to increase its payment to the Company for aircraft that cease to have applicable capacity purchase agreement reimbursement rates.

In March 2013 the agreement was amended, which resulted in a $12.0 million increase in the restructuring asset under the fair value option. The $12.0 million increase represents the fair value of expected future cash inflows under the amendment. In addition, this amendment resulted in a $12.0 million deferred credit.

As of March 31, 2014, the Company would owe approximately $21.8 million under certain circumstances of non-performance or voluntary repayment, however, the Company estimated the probability of repayment as remote. The difference between the fair value of the restructuring asset at inception and the fair value of the convertible note at inception is recognized as a reduction to depreciation expense over the remaining useful life of the related aircraft subject to this agreement.

The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in millions):

	Quarter Ended
Chautauqua Restructuring Asset	March 31, 2014			December 31, 2013
Beginning Balance	$	79.6		$	86.4
Amendment to agreement	—			12.0
Fair value gain	18.4			—
Cash received or other	(2.3		)	(18.8		)
Ending Balance	$	95.7		$	79.6

Aircraft and Other Assets Impairment - Nonrecurring - In March 2014, we recorded a $19.9 million impairment charge related to our decision to abandon our owned E140 fleet in March 2014, impairing these aircraft to zero during the quarter ended March 31, 2014.

($ in millions)
			Nonrecurring Fair Value Measurements Using
Description	3 mos ended March 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Pre-tax Losses
Long-lived assets abandoned	$	—			$	—	$	(19.9	)

Fair Value of Debt - Market risk associated with our fixed and variable rate long-term debt primarily relates to the potential change in fair value and impact to future earnings, respectively, from a change in interest rates. In the table below, the aggregate fair value of debt was based primarily on recently completed market transactions and estimates based on interest rates, maturities, credit risk, and underlying collateral and is classified primarily as level 3 within the fair value hierarchy.

($ in millions)	March 31,		December 31,
	2014		2013
Net carrying amount	$	2,224.3	$	2,166.8
Estimated fair value	2,142.7		2,099.8

New Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The objective of the update change the requirements for reporting discontinued operations in Subtopic 205-20.  It is effective in the first quarter of 2015, and the impact to the consolidated financial statements is not expected to be material.

In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014, and the impact to the consolidated financial statements is being evaluated by the Company.

In July 2013, the FASB issued ASU 2013-11–Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The standard provides updated guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendment becomes affective for fiscal years beginning after December 15, 2013. The Company adopted this accounting standard on January 1, 2014, and the impact to the consolidated financial statements was not material.

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 276.2	$ 276.7
Restricted cash	27.1	24.0
Receivables—net of allowance for doubtful accounts of $1.5 and $1.5, respectively	35.0	48.3
Inventories	65.8	71.9
Prepaid expenses and other current assets	28.2	17.7
Deferred income taxes	15.7	15.7
Total current assets	448.0	454.3
Aircraft and other equipment—net	2,622.3	2,563.6
Maintenance deposits	40.1	36.6
Other Assets, Noncurrent	227.7	216.8
Total assets	3,338.1	3,271.3
Current Liabilities:
Current portion of long-term debt	303.9	276.2
Accounts payable	18.3	28.9
Accrued liabilities	162.1	163.8
Total current liabilities	484.3	468.9
Long-term debt—less current portion	1,920.4	1,890.6
Deferred credits and other non-current liabilities	97.6	100.7
Deferred income taxes	269.6	260.4
Total liabilities	2,771.9	2,720.6
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $.001 par value; one vote per share; 150,000,000 shares authorized; 59,794,343 and 59,704,943 shares issued and 49,782,432 and 49,525,594 shares outstanding, respectively	0	0
Additional Paid in Capital	421.7	420.2
Treasury stock, 9,333,266 shares at cost	(181.8)	(181.8)
Accumulated other comprehensive loss	(2.6)	(2.6)
Accumulated Earnings	328.9	314.9
Total stockholders' equity	566.2	550.7
Total liabilities and stockholders' equity	$ 3,338.1	$ 3,271.3

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	$ 68.7	$ 63.5
INVESTING ACTIVITIES:
Purchase of aircraft and other equipment	(130.6)	(5.5)
Proceeds from Sale of Other Assets	7.0	39.9
Other, net	(3.1)	(7.4)
Net Cash Provided by (Used in) Investing Activities, Continuing Operations	(126.7)	27.0
FINANCING ACTIVITIES:
Payments on Debt	(58.1)	(45.7)
Proceeds from debt issuance	116.2	1.2
Payments on early extinguishment of debt	0	(34.6)
Proceeds from Stock Options Exercised	0.4	2.3
Other, net	(1.0)	(0.5)
Net Cash Provided by (Used in) Financing Activities, Continuing Operations	57.5	(77.3)
Cash Provided by (Used in) Operating Activities, Discontinued Operations	0	(9.7)
Cash Provided by (Used in) Investing Activities, Discontinued Operations	0	(1.5)
Cash Provided by (Used in) Financing Activities, Discontinued Operations	0	(2.6)
Less net cash from discontinued operations	0	(13.8)
Net Cash Provided by (Used in) Discontinued Operations	0	0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(0.5)	13.2
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations - Beginning	276.7	210.8
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations - End	276.2	224.0
CASH PAID FOR INTEREST AND INCOME TAXES [Abstract]
Interest paid	29.1	28.3
Income taxes paid	0.7	0.5
Noncash Investing and Financing Items [Abstract]
other equipment acquired through manufacturer credits	5.8	0
Parts, training and lease credits from aircraft manufacturer	3.9	0
AircraftPartsFinanced	0	42.8
Chautauqua Restructuring Costs	$ 0	$ 12.0

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Commitments & Contingincies (Details) Contingencies	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Percent of Union Employees	71.00%

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Recent Business Developments and Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Subsequent Event [Line Items]
Amount of unrestricted cash used for buyback and other	$ 75
Maximum amount of unrestricted cash spent	50
Convertible Notes Payable - TPG	$ 22.3

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Organization and Business

3 Months Ended

Mar. 31, 2014

Organization and Business [Abstract]

Nature of Operations [Text Block]

Organization and Business 

We are a Delaware holding company organized in 1996 that offers scheduled passenger services through our wholly-owned operating air carrier subsidiaries: Chautauqua Airlines, Inc. ("Chautauqua"), Shuttle America Corporation ("Shuttle"), and Republic Airline, Inc. ("Republic Airline"). Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" refer to Republic Airways Holdings Inc. and our subsidiaries.

In the opinion of management, these financial statements reflect all adjustments that are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal, recurring nature unless otherwise disclosed. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed March 11, 2014.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Certain of our operations have been presented as discontinued. See note 5.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts Receivable, Current	$ 1.5	$ 1.5
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	59,794,343	59,704,943
Common stock, shares outstanding	49,782,432	49,525,594
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury Stock	9,333,266	9,333,266

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Significant Accounting Policies (Details) Text (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Accounting Policies [Abstract]
Fixed-Fee Rental Income	$ 106.4	$ 92.3
Additional Paid in Capital	421.7		420.2
Share-based Compensation	1.1
Proceeds from Stock Options Exercised	0.4	2.3
Accumulated other comprehensive loss	2.6		2.6
Accumulated Earnings	$ 328.9		$ 314.9

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Entity Registrant Name	REPUBLIC AIRWAYS HOLDINGS INC
Entity Central Index Key	0001159154
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		49,782,432

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Significant Accounting Policies (Details) EPS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Summary Of Significant Accounting Policies [Abstract]
Income (Loss) from Continuing Operations Attributable to Parent	$ 14.0	$ 11.4
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	0	(11.1)
NET INCOME	14.0	0.3
Interest on Convertible Debt, Net of Tax	0.5	0.3
Net Income (Loss) Available to Common Stockholders, Diluted	14.5	0.6
Weighted average number of shares outstanding	49.6	48.7
Incremental Common Shares Attributable to Share-based Payment Arrangements	0.4	0.6
Stock Issued During Period, Shares, Conversion of Convertible Securities	4.9	4.7
Shares used to computed diluted earnings per share	54.9	54.0
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.28	$ 0.23
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	$ 0.00	$ (0.22)
Basic income per share	$ 0.28	$ 0.01
Income (Loss) from Continuing Operations, Per Diluted Share	$ 0.26	$ 0.22
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share	$ 0.00	$ (0.21)
Earnings Per Share, Diluted	$ 0.26	$ 0.01
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3.4	3.0
Convertible Notes Payable - face value	25.0
convertible note payable - EMB book value	25.5
convertible note discount	1.7
Convertible Notes Payable - TPG	22.3
TPG - Convertible debt	2.2
EMB - Convertible Debt	2.7
minimum period of time needed for written advance notice to holder to redeem note	30 days
maximum period of time needed for written advance notice to redeem note	60 days
Convertible Notes Payable - EMB	$ 27.2

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Condensed Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
OPERATING REVENUES:
Fixed-Fee Service Revenue	$ 328.4	$ 304.0
Passenger Service	0	15.2
Charter and Other	9.1	5.5
Total operating revenues	337.5	324.7
OPERATING EXPENSES:
Wages and benefits	89.2	85.0
Aircraft fuel	7.3	13.6
Landings Fees and Airport Rents	7.2	16.0
Aircraft and Engine Rent	31.1	28.8
Maintenance Repairs	64.3	54.7
Insurance and taxes	6.5	6.1
Depreciation and amortization	41.3	37.4
Asset Impairment Charges	19.9	0
Other	36.5	35.8
Total operating expenses	303.3	277.4
OPERATING INCOME	34.2	47.3
OTHER INCOME (EXPENSE):
Interest expense	(29.8)	(28.1)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	18.4	0
Other—net	0	0.1
Total other expense	(11.4)	(28.0)
INCOME BEFORE INCOME TAXES	22.8	19.3
INCOME TAX EXPENSE (BENEFIT)	8.8	7.9
Income (Loss) from Continuing Operations Attributable to Parent	14.0	11.4
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	0	(11.1)
NET INCOME	$ 14.0	$ 0.3
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.28	$ 0.23
Income (Loss) from Continuing Operations, Per Diluted Share	$ 0.26	$ 0.22
Earnings Per Share, Basic	$ 0.28	$ 0.01
Earnings Per Share, Diluted	$ 0.26	$ 0.01

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Recent Business Developments and Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Schedule of Subsequent Events [Text Block]

Recent Business Developments

On April 7, 2014, Republic's Board of Directors authorized management to utilize up to $75 million of unrestricted cash to buy back common shares and/or early retire convertible debt during the next 12 months. Under the $75 million authorization, Republic may repurchase up to $50 million of common shares and early retire up to $50 million of convertible notes, or any combination thereof. Also, on April 7, 2014, the Company redeemed a convertible note by paying $22.3 million of cash.

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Discontinued Operations

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

In October, 2013, the Company entered into a stock purchase agreement for the sale of Frontier Airlines Holdings, Inc. (“Frontier”) to an affiliate of Indigo Partners LLC on December 3, 2013. As a result, the Company reported Frontier as discontinued operations on the consolidated statements of operations and consolidated statements of cash flows for all periods presented.

Summarized financial information for discontinued operations is shown below:         

($ in millions)	Three Months Ended March 31, 2013
Total operating revenue	$	310.9
Loss from discontinued operations before tax(1)	$	(18.8	)
Income tax benefit	(7.7		)
Loss from discontinued operations, net of tax	$	(11.1	)

⁽¹⁾ Loss from discontinued operations before taxes includes certain adjustments required by discontinued operation presentation.

Pursuant to the terms of the stock purchase agreement between the Company and Falcon Acquisition Group, Inc. (Buyer), the Company and Buyer are in the process of finalizing the share purchase price, which is based in part on the closing working capital of Frontier as of November 30, 2013. The Company expects to finalize the share purchase price by the end of the second quarter of 2014. The final share purchase price may result in an adjustment to the share purchase price that either requires Buyer to pay additional amounts to the Company or the Company to pay an amount to the Buyer. The share purchase price adjustment is not expected to be material. In addition, the stock purchase agreement contains an obligation for the Company to indemnify the Buyer under certain circumstances and subject to certain conditions and limitations. In addition to the proposed working capital adjustments, Buyer provided the Company with notice of a claim for indemnification for an unspecified amount. The Company rejected the Buyer’s claim for indemnification. With certain exceptions that are not subject to any limitation, the Company's indemnity obligation is capped under the stock purchase agreement at a maximum of $25.0 million. However, the Company believes that the likelihood that it will be required to make any payment of significant indemnification claims under the stock purchase agreement is remote and therefore the Company has not recorded any contingent liabilities for Buyer’s indemnification claims as of March 31, 2014.

Republic has retained all liabilities for all United States federal and foreign income tax on income prior to separation, as well as certain non-income taxes attributable to Frontier's business. Frontier generally will be liable for all other taxes attributable to its business. In connection with the separation, Republic separated its defined contribution plan from Frontier's business.

Republic and Frontier entered into a transition services agreement pursuant to which Republic is providing Frontier, on an interim transitional basis, various services. Transition services may be provided for up to nine months with an option for extension by the recipient. Services being provided by Republic include certain information technology, operations and back office support. Billings by Republic under these transitional services agreements of $1.6 million for the quarter ended March 31, 2014, are recorded as a reduction of the costs to provide the respective service in the applicable expense category in the Condensed Consolidated Statements of Operations. This transitional support enables Frontier to establish its stand-alone processes for various activities that were previously provided by Republic and does not constitute significant continuing support of Frontier’s operations.

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Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Discontinued ops [Abstract]
Disposal Group, Including Discontinued Operation, Revenue		$ 310.9
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax		(18.8)
Discontinued Operation, Tax Effect of Discontinued Operation		(7.7)
Disposal Group, Including Discontinued Operations, Operating Income (Loss), net of tax		(11.1)
maximum indemnity obligation under stock purchase agreement	25.0
Amount billed under TSA	$ 1.6

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Significant Accounting Policies (Details) Fair Value (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Seats Aircraft	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Derivative Asset, Fair Value, Gross Asset	$ 95.7		$ 79.6	$ 86.4
Chautauqua Seats on Aircraft	50
CHQ restructuring call rights provided on owned aircraft	28
change in the fair value of the restructuring asset per a 100 basis point change in discount rate	2.1
possible gain or loss if there is a change in assumed probability of call option on restructured aircrat	3.3
Seats on E140 aircraft under CPA with American	44
Seats on E145 aircraft under CPA with United	50
Grounded aircraft	27
Callable aircraft	15
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3	0	12.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value (begin)	79.6	86.4
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	18.4	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3	(2.3)	(18.8)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value (end)	95.7	79.6
CHQ Restrucuring - possible voluntary repayment under circumstances of non-performance	21.8
asset impairment charges for aircraft related to inventory	(19.9)
Long-term Debt, net carrying amount	2,224.3		2,166.8
Long-term Debt, Fair Value	2,142.7		2,099.8
Fair Value, Inputs, Level 1 [Member]
Derivative Asset, Fair Value, Gross Asset	0		0
Fair Value, Inputs, Level 2 [Member]
Derivative Asset, Fair Value, Gross Asset	0		0
Fair Value, Inputs, Level 3 [Member]
Derivative Asset, Fair Value, Gross Asset	95.7		79.6
Assets, Fair Value Disclosure	0
Fair Value Measurement [Domain]
Assets, Fair Value Disclosure	$ 0

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Commitments & Contingincies (Tables)

3 Months Ended

Mar. 31, 2014

Unrecorded Unconditional Purchase Obligation [Line Items]

Unrecorded Unconditional Purchase Obligations Disclosure [Table Text Block]

The following table displays the Company's future contractual obligations for aircraft and other equipment under firm order (in millions):

	Payments Due by Period
											Beyond
	2014		2015		2016		2017		2018		2019		Total
Debt or lease financed aircraft under purchase obligations(1)	$	553.6	$	889.1	$	1,037.9	$	778.4	$	—	$	—	$	3,259.0
Engines under firm orders	21.2		19.3		21.0		7.0		—		—		68.5
Total contractual obligations for aircraft and engines	$	574.8	$	908.4	$	1,058.9	$	785.4	$	—	$	—	$	3,327.5

⁽¹⁾ Represents original timing of CS300 delivery positions.

The information in the table above reflects a purchase price of the aircraft at projected delivery dates.

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Significant Accounting Policies Significant Accounting (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

fixed fee service revenues [Policy Text Block]

Rental Income –Under the Company’s fixed-fee code-share and fixed-fee charter agreements, the Company is reimbursed an amount per aircraft designed to compensate the Company for certain aircraft ownership costs.  The Company has concluded that a component of its fixed-fee service revenue under the agreement discussed above is rental income, inasmuch as the agreement identifies the “right of use” of a specific type and number of aircraft over a stated period of time. The amounts deemed to be rental income during the three months ended March 31, 2014 and 2013, were $106.4 million and $92.3 million, respectively and have been included in fixed-fee service revenues in the Company’s condensed consolidated statements of operations.

charter and other revenue [Policy Text Block]

Charter and Other Revenue – Charter and other revenue primarily consists of lease revenue for aircraft subleased under operating leases and miscellaneous revenue related to charter flying. Charter revenues are recognized at the point that our charter service is realizable and earned, which is when the transportation is provided. All other revenue is recognized as revenue when the related goods and services are provided.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash – Restricted cash primarily consists of balances in escrow for our long-term charter agreement, restricted amounts for satisfying debt and lease payments due within the next year and certificates of deposit that secure certain letters of credit issued for workers' compensation claim reserves and certain airport authorities. Restricted cash is carried at cost, which management believes approximates fair value.

Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) Per Common Share – The following table is based on the weighted average number of common shares outstanding during the period. The following is a reconciliation of the weighted average common shares for the basic and diluted per share computations (in millions, except per share information):

	Three Months Ended March 31,
	2014		2013
Basic and diluted income per share:
Income from continuing operations	$	14.0	$	11.4
Loss from discontinued operations, net of tax	—		(11.1		)
Net income	14.0		0.3
Income effect of assumed-conversion interest on convertible debt	0.5		0.3
Income after assumed conversion	$	14.5	$	0.6
Weighted average common shares outstanding	49.6		48.7
Effect of dilutive securities:
Stock options	0.4		0.6
Convertible debt	4.9		4.7
Shares used to compute diluted earnings per share	54.9		54.0
Income per share - basic:
Income from continuing operations	$	0.28	$	0.23
Loss from discontinued operations, net of tax	—		(0.22		)
Net income	$	0.28	$	0.01
Income per share - diluted:
Income from continuing operations	$	0.26	$	0.22
Loss from discontinued operations, net of tax	—		(0.21		)
Net income	$	0.26	$	0.01

The Company excluded 3.4 million and 3.0 million employee stock options from the calculation of diluted net income per share due to their anti-dilutive impact for the three months ended March 31, 2014 and 2013, respectively.

The Company has two convertible notes, both with original face values of $25.0 million. One has a book value of $22.3 million, while the other has a book value of $25.5 million, net of a $1.7 million discount, which is convertible in whole or in part, at the option of the holder, for up to 2.2 million and 2.7 million shares, respectively, of the Company’s common stock as of March 31, 2014.  The convertible notes payable were dilutive for the three months ended March 31, 2014 and 2013.

On April 7, 2014, the Company redeemed the convertible note by paying $22.3 million of cash. The Company has the ability to redeem the other convertible note to the extent the note has not previously been converted by the holder. Upon not less than 30 days nor more than 60 days advance written notice, the Company can redeem the $27.2 million note at a premium to face value at any time through October 28, 2016 at which point the note can be redeemed at face value thereafter.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements - Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosures about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established.  The Topic establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2	quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3	unobservable inputs for the asset or liability.

The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in millions):

Fair Value of Assets on a Recurring Basis	March 31, 2014		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	95.7	$	—	$	—	$	95.7

Fair Value of Assets on a Recurring Basis	December 31, 2013		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	79.6	$	—	$	—	$	79.6

Chautauqua restructuring asset - In October 2012, the Company restructured certain aircraft ownership obligations related to its 50-seat regional jet platform, Chautauqua. In connection with the restructuring, the Company issued a convertible note payable with a face value of $25.0 million, provided call rights on 28 of its owned aircraft and agreed to parent company guarantees related to future minimum lease payments, among other commitments.

The Company elected the fair value option under ASC 825-10, "Financial Instruments" for the agreement related to its 28 owned aircraft because management believes the fair value option provides the most accurate representation of the economic benefit of this agreement to Chautauqua in the Company's financial statements. Under the fair value option, the Company recorded an $86.4 million asset representing the combined fair value of expected future cash inflows under the agreement, net of the value of the Company's obligations attributable to the call rights on the 28 aircraft. The recurring fair value measurement of this agreement has been calculated using an income approach, which requires the use of subjective assumptions that are considered level 3 inputs. Fair values have been estimated by discounting the cash flows expected to be received over the term of the agreement, using a discount rate based on observable yields on instruments bearing comparable risks and credit worthiness of the counterparty. Critical assumptions used in the fair value measurement primarily include the amount and timing of cash inflows, the discount rate and the probability of whether the call option on the restructured aircraft will be exercised by the counterparty. A change in these assumptions could result in a significantly higher or lower fair value measurement, which would result in a gain or loss during the period in which the assumption changes. A 100 basis point change in the discount rate used would have changed the fair value of the restructuring asset by approximately $2.1 million as of March 31, 2014. Similarly, a change in the assumed probability of whether the call option on the restructured aircraft will be exercised could result in either a gain or loss of up to $3.3 million per aircraft during the period in which that assumption changed.

On February 11, 2014, the Company announced the early termination of its 44 to 50 seat fixed-fee agreements with United Airlines and American Airlines, which were scheduled to terminate in 2014. These agreements wind-down beginning in March 2014 through August 2014 and will result in the grounding of 27 small jet aircraft. The Company notified the counterparty that 15 of the 27 aircraft to be grounded are subject to this agreement and callable by the counterparty. The Company was notified by the counterparty during the first quarter 2014 that it did not intend to exercise its call option on these aircraft. The Company recorded a fair value gain of $18.4 million for the three months ended March 31, 2014, which represents the fair value of the increase in cash flows expected to be received over the remaining term of the agreement, due to the counterparty's obligation to increase its payment to the Company for aircraft that cease to have applicable capacity purchase agreement reimbursement rates.

In March 2013 the agreement was amended, which resulted in a $12.0 million increase in the restructuring asset under the fair value option. The $12.0 million increase represents the fair value of expected future cash inflows under the amendment. In addition, this amendment resulted in a $12.0 million deferred credit.

As of March 31, 2014, the Company would owe approximately $21.8 million under certain circumstances of non-performance or voluntary repayment, however, the Company estimated the probability of repayment as remote. The difference between the fair value of the restructuring asset at inception and the fair value of the convertible note at inception is recognized as a reduction to depreciation expense over the remaining useful life of the related aircraft subject to this agreement.

The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in millions):

	Quarter Ended
Chautauqua Restructuring Asset	March 31, 2014			December 31, 2013
Beginning Balance	$	79.6		$	86.4
Amendment to agreement	—			12.0
Fair value gain	18.4			—
Cash received or other	(2.3		)	(18.8		)
Ending Balance	$	95.7		$	79.6

Aircraft and Other Assets Impairment - Nonrecurring - In March 2014, we recorded a $19.9 million impairment charge related to our decision to abandon our owned E140 fleet in March 2014, impairing these aircraft to zero during the quarter ended March 31, 2014.

($ in millions)
			Nonrecurring Fair Value Measurements Using
Description	3 mos ended March 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Pre-tax Losses
Long-lived assets abandoned	$	—			$	—	$	(19.9	)

Fair Value of Debt - Market risk associated with our fixed and variable rate long-term debt primarily relates to the potential change in fair value and impact to future earnings, respectively, from a change in interest rates. In the table below, the aggregate fair value of debt was based primarily on recently completed market transactions and estimates based on interest rates, maturities, credit risk, and underlying collateral and is classified primarily as level 3 within the fair value hierarchy.

($ in millions)	March 31,		December 31,
	2014		2013
Net carrying amount	$	2,224.3	$	2,166.8
Estimated fair value	2,142.7		2,099.8

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The objective of the update change the requirements for reporting discontinued operations in Subtopic 205-20.  It is effective in the first quarter of 2015, and the impact to the consolidated financial statements is not expected to be material.

In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014, and the impact to the consolidated financial statements is being evaluated by the Company.

In July 2013, the FASB issued ASU 2013-11–Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The standard provides updated guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendment becomes affective for fiscal years beginning after December 15, 2013. The Company adopted this accounting standard on January 1, 2014, and the impact to the consolidated financial statements was not material.

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Net Income (Loss) Per Common Share – The following table is based on the weighted average number of common shares outstanding during the period. The following is a reconciliation of the weighted average common shares for the basic and diluted per share computations (in millions, except per share information):

	Three Months Ended March 31,
	2014		2013
Basic and diluted income per share:
Income from continuing operations	$	14.0	$	11.4
Loss from discontinued operations, net of tax	—		(11.1		)
Net income	14.0		0.3
Income effect of assumed-conversion interest on convertible debt	0.5		0.3
Income after assumed conversion	$	14.5	$	0.6
Weighted average common shares outstanding	49.6		48.7
Effect of dilutive securities:
Stock options	0.4		0.6
Convertible debt	4.9		4.7
Shares used to compute diluted earnings per share	54.9		54.0
Income per share - basic:
Income from continuing operations	$	0.28	$	0.23
Loss from discontinued operations, net of tax	—		(0.22		)
Net income	$	0.28	$	0.01
Income per share - diluted:
Income from continuing operations	$	0.26	$	0.22
Loss from discontinued operations, net of tax	—		(0.21		)
Net income	$	0.26	$	0.01

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in millions):

Fair Value of Assets on a Recurring Basis	March 31, 2014		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	95.7	$	—	$	—	$	95.7

Fair Value of Assets on a Recurring Basis	December 31, 2013		Level 1		Level 2		Level 3
Chautauqua restructuring asset	$	79.6	$	—	$	—	$	79.6

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in millions):

	Quarter Ended
Chautauqua Restructuring Asset	March 31, 2014			December 31, 2013
Beginning Balance	$	79.6		$	86.4
Amendment to agreement	—			12.0
Fair value gain	18.4			—
Cash received or other	(2.3		)	(18.8		)
Ending Balance	$	95.7		$	79.6

Fair Value Measurements, Nonrecurring [Table Text Block]

Aircraft and Other Assets Impairment - Nonrecurring - In March 2014, we recorded a $19.9 million impairment charge related to our decision to abandon our owned E140 fleet in March 2014, impairing these aircraft to zero during the quarter ended March 31, 2014.

($ in millions)
			Nonrecurring Fair Value Measurements Using
Description	3 mos ended March 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Pre-tax Losses
Long-lived assets abandoned	$	—			$	—	$	(19.9	)

Fair Value, by Balance Sheet Grouping [Table Text Block]

Fair Value of Debt - Market risk associated with our fixed and variable rate long-term debt primarily relates to the potential change in fair value and impact to future earnings, respectively, from a change in interest rates. In the table below, the aggregate fair value of debt was based primarily on recently completed market transactions and estimates based on interest rates, maturities, credit risk, and underlying collateral and is classified primarily as level 3 within the fair value hierarchy.

($ in millions)	March 31,		December 31,
	2014		2013
Net carrying amount	$	2,224.3	$	2,166.8
Estimated fair value	2,142.7		2,099.8

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2014

Results of Discontinued Operations [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

Summarized financial information for discontinued operations is shown below:         

($ in millions)	Three Months Ended March 31, 2013
Total operating revenue	$	310.9
Loss from discontinued operations before tax(1)	$	(18.8	)
Income tax benefit	(7.7		)
Loss from discontinued operations, net of tax	$	(11.1	)

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Commitments & Contingincies (Details) Committments Table (USD $) In Millions, unless otherwise specified	Mar. 31, 2014 Engines Aircraft
Long-term Purchase Commitment [Line Items]
Firm Purchase Orders for CS300 Aircraft	40
Amended number of E175 aircraft agreed upon to operate under American Eagle brand	47
E175 aircraft operating under American Eagle brand	24
Number of Spare Aircraft Engines under commitment	11
Number of engines to be delivered in year 1	4
Number of Engines to be Delivered in Year Two	3
Number of Engines to be Delivered in Year Three	3
Number of Engines to be Deliviered in Year Four	1
Unrecorded Unconditional Purchase Obligation for Aircraft due within one year	$ 553.6
Unrecorded Unconditional Purchase Obligation for Aircraft due within two years	889.1
Unrecorded Unconditional Purchase Obligation for Aircraft due within three years	1,037.9
Unrecorded Unconditional Purchase Obligation for Aircraft due within four years	778.4
Unrecorded Unconditional Purchase Obligation for Aircraft due within five years	0
Unrecorded Unconditional Purchase Obligation for Aircraft due after five years	0
Unrecorded Unconditional Purchase Obligation for Aircraft	3,259.0
unconditional purchase obligations for engines	21.2
Unrecorded Unconditional Purchase Obligation for Engines, due within two years	19.3
Unrecorded Unconditional Purchase Obligation for Engines, due within three years	21.0
Unrecorded Unconditional Purchase Obligation for Engines, due within four years	7.0
Unrecorded Unconditional Purchase Obligation for Engines, due within five year	0
Unrecorded Unconditional Purchase Obligation for Engines, due after five year	0
Unrecorded Unreconciled Purchase Obligation for Engines, Total	68.5
Unrecorded Unconditional Purchase Obligation, Due within One Year	574.8
Unrecorded Unconditional Purchase Obligation, Due within Two Years	908.4
Unrecorded Unconditional Purchase Obligation, Due within Three Years	1,058.9
Unrecorded Unconditional Purchase Obligation, Due within Four Years	785.4
Unrecorded Unconditional Purchase Obligation, Due within Five Years	0
Unrecorded Unconditional Purchase Obligation, Due after Five Years	0
Unrecorded Unconditional Purchase Obligation	$ 3,327.5

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Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
NET INCOME	$ 14.0	$ 0.3
Other Comprehensive Income, net, Reclassification adjustment for loss realized on derivatives, net of tax	0	0
Total comprehensive income, net	$ 14.0	$ 0.3

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Commitments & Contingincies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

As of March 31, 2014, the Company has firm orders to purchase 40 CS300 aircraft that have scheduled delivery dates beginning in early 2015 and continuing through 2017. In January 2014, Bombardier announced that the aircraft would not be expected into service until early 2016. The Company also has a commitment for 47 Embraer E175 (of which 24 have been delivered as of March 31, 2014) aircraft under the American Eagle brand that have scheduled delivery dates currently and through the first quarter of 2015. The Company also has a commitment to acquire 11 spare aircraft engines and expects to take delivery of four engines in 2014, three engines in 2015, three engines in 2016, and one engine in 2017.

The following table displays the Company's future contractual obligations for aircraft and other equipment under firm order (in millions):

	Payments Due by Period
											Beyond
	2014		2015		2016		2017		2018		2019		Total
Debt or lease financed aircraft under purchase obligations(1)	$	553.6	$	889.1	$	1,037.9	$	778.4	$	—	$	—	$	3,259.0
Engines under firm orders	21.2		19.3		21.0		7.0		—		—		68.5
Total contractual obligations for aircraft and engines	$	574.8	$	908.4	$	1,058.9	$	785.4	$	—	$	—	$	3,327.5

⁽¹⁾ Represents original timing of CS300 delivery positions.

The information in the table above reflects a purchase price of the aircraft at projected delivery dates.

Contingencies

We are subject to certain legal and administrative actions which we consider routine to our business activities. As of March 31, 2014, management believes that the ultimate outcome of any pending legal matters will not have a material adverse effect on our financial position, liquidity or results of operations.

On June 10, 2011, Frontier reached a tentative agreement with the Frontier pilots (the “Pilots”), then represented by the Frontier Airlines Pilot Association ("FAPA"), pursuant to which FAPA agreed in principle to the restructuring of certain wages and benefits. On June 17, 2011, the tentative agreement was ratified by the Pilots.

On June 28, 2011, the International Brotherhood of Teamsters, Airline Division (the "IBT") replaced FAPA as the representative of Frontier pilots when the IBT was certified as the exclusive bargaining representative of the pilots. On August 3, 2011, the IBT filed suit against the Company and Frontier seeking to have the restructuring agreement declared null and void, or alternatively, seeking that the IBT manage the equity investment of the Frontier pilots due to accusations that the Company interfered with the election process.

We believe that these allegations are baseless and that we did not interfere in the election process, which in fact the IBT won. Under the Stock Purchase Agreement pursuant to which we sold Frontier, we have agreed to continue to vigorously defend ourselves and Frontier against this complaint, but there can be no assurance that we will be successful.

On February 14, 2014, the Company announced that it reached a Tentative Agreement (TA) on a new four-year contract with the International Brotherhood of Teamsters (IBT) Local 357. Local 357 represents all of the Company's pilots. The proposed contract included increases in pay that would have placed Republic pilots at or near the top of its airline peers. It also included improvements in work rules, quality of life enhancements and more flexibility in scheduling, as well as a significant signing bonus if ratified. On April 4, 2014, the IBT failed to ratify the tentative agreement. The Company will continue to work with the IBT to determine the next steps.

As of March 31, 2014, approximately 71% of the Company's workforce is employed under union contracts. The union contracts for our pilots are currently amendable. Although we have never had a work interruption or stoppage, we are subject to risks of work interruption or stoppage and/or may incur additional administrative expenses associated with union representation of our employees. If we are unable to reach agreement with any of our unionized work groups on the amended terms of their collective bargaining agreements, we may be subject to work interruptions and/or stoppages. Any sustained work stoppages could adversely affect our ability to fulfill our obligations under our fixed-fee and pro-rate agreements and could have a material adverse effect on our financial condition and results of operations.

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Debt Details (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Aircraft
Debt Disclosure [Abstract]
number of AA 175 aircraft delivered	5
Proceeds from Sale of Other Assets	$ 107.7