x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2009 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
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87-0617894 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
Name of each exchange
|
||
Title of each class
|
on which registered
|
|
Common Stock, $0.01 par value
|
The NASDAQ Global Select Market | |
Participating Preferred Stock Purchase Rights
|
Large accelerated filer
|
x | Accelerated filer | o | |||
Non-accelerated filer
|
o | Smaller reporting company | o | |||
(Do not check if a smaller reporting company)
|
PART I.
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PART II. | ||||||||
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36 | ||||||||
Contractual Obligations
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PART IV. | ||||||||
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EX-3.3 | ||||||||
EX-10.17.G | ||||||||
EX-10.18.H | ||||||||
EX-10.23.A | ||||||||
EX-10.31 | ||||||||
EX-12.1 | ||||||||
EX-21.1 | ||||||||
EX-23 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32 |
i
ii
ITEM 1.
BUSINESS
1
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High aircraft utilization.
By scheduling and
operating our aircraft efficiently, we are able to spread our
fixed costs over a greater number of flights and available seat
miles. For the year ended December 31, 2009, our aircraft
operated an average of 11.5 hours per day, which we believe
is the highest among all major U.S. airlines. Our airport
operations allow us to schedule our aircraft with minimum ground
time.
Low distribution costs.
Our distribution costs
are low for several reasons. Although most airlines use
electronic tickets in some capacity, electronic tickets are our
only form of tickets, saving paper, postage, employee time and
back-office processing expense. Additionally, a majority of our
sales are booked through our website,
www.jetblue.com
,
which is our least expensive form of distribution.
Productive workforce.
Our employee efficiency
results from flexible and productive work rules, effective use
of part-time employees and the use of technology to automate
tasks. For example, most of our reservation agents work from
their homes, providing better scheduling flexibility and
allowing employees to customize their schedules. We are
continually looking for ways to make our workforce more
efficient through the use of technology without compromising our
commitment to customer service.
2
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New and efficient aircraft.
We maintain a
fleet consisting of only two types of aircraft, the Airbus A320
and the EMBRAER 190, which, with an average age of only
4.3 years, is the youngest fleet of any major
U.S. airline. We believe that operating a young fleet
having the latest technologies results in our aircraft being
more efficient and dependable than older aircraft. We operate
the worlds largest fleet of Airbus A320 aircraft, and have
the best dispatch reliability of all U.S major Airbus
A320 aircraft operators. Operating only two types of
aircraft, both of which are newer aircraft types, results in
cost savings over our competitors (who generally operate more
aircraft types) as maintenance processes are simplified, spare
parts inventory requirements are reduced, scheduling is
simplified and training costs are lower.
3
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4
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Year Ended December 31,
2009
2008
2007
34.7
%
41.5
%
47.4
%
32.8
33.9
31.8
3.5
3.0
2.8
7.7
7.6
7.4
21.3
14.0
10.6
100.0
%
100.0
%
100.0
%
5
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Destination
Service Commenced
January 2009
March 2009
May 2009
June 2009
September 2009
October 2009
October 2009
October 2009
6
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7
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2009
2008
2007
455
453
444
$
945
$
1,397
$
968
$
2.08
$
3.08
$
2.18
31.4
%
42.6
%
36.2
%
8
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9
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10
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ITEM 1A.
RISK
FACTORS
11
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impact our ability to obtain additional financing to support
capital expansion plans and for working capital and other
purposes on acceptable terms or at all;
divert substantial cash flow from our operations and expansion
plans in order to service our fixed obligations;
require us to incur significantly more interest or rent expense
than we currently do, since a large portion of our debt has
floating interest rates and five of our aircraft leases have
variable-rate rent; and
place us at a possible competitive disadvantage compared to less
leveraged competitors and competitors that have better access to
capital resources.
12
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13
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14
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15
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16
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17
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ITEM 1B.
UNRESOLVED
STAFF COMMENTS
18
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ITEM 2.
PROPERTIES
Seating
Capital
Operating
Average Age
Capacity
Owned
Leased
Leased
Total
in Years
150
82
4
24
110
4.9
100
10
31
41
2.8
92
4
55
151
4.3
Firm
Option
Airbus
EMBRAER
Airbus
EMBRAER
A320
190
Total
A320
190
Total
4
4
4
5
9
4
4
11
6
17
10
10
13
7
20
10
10
12
7
19
4
10
14
15
7
22
4
10
14
8
8
10
10
8
8
10
10
8
8
10
10
55
60
115
8
74
82
19
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ITEM 3.
LEGAL
PROCEEDINGS
20
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ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
21
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25
85
86
87
88
89
90
91
92
93
94
95
96
97
98
ITEM 5.
MARKET
FOR REGISTRANTS COMMON EQUITY; RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
High
Low
$
7.33
$
4.30
5.99
3.52
6.75
3.04
7.20
3.09
$
7.74
$
2.81
6.40
3.44
6.87
4.08
6.39
4.74
22
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12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
12/31/09
$
100
$
99
$
92
$
38
$
46
$
35
100
105
121
128
81
102
100
91
97
57
40
56
23
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ITEM 6.
SELECTED
FINANCIAL DATA
Year Ended December 31,
2009
2008
2007
2006
2005
(in millions, except per share data)
$
3,286
$
3,388
$
2,842
$
2,363
$
1,701
945
1,397
968
786
514
776
694
648
553
428
213
199
180
158
112
228
205
176
151
115
126
129
124
103
74
151
151
121
104
81
149
127
106
87
64
419
377
350
294
265
3,007
3,279
2,673
2,236
1,653
279
109
169
127
48
(180
)
(199
)
(138
)
(128
)
(79
)
99
(90
)
31
(1
)
(31
)
41
(5
)
19
6
(6
)
$
58
$
(85
)
$
12
$
(7
)
$
(25
)
$
0.22
$
(0.37
)
$
0.06
$
(0.04
)
$
(0.16
)
$
0.20
$
(0.37
)
$
0.06
$
(0.04
)
$
(0.16
)
8.5
%
3.2
%
6.0
%
5.4
%
2.8
%
3.0
%
(2.7
)%
1.1
%
(0.1
)%
(1.8
)%
1.32
x
$
486
$
(17
)
$
358
$
274
$
170
(457
)
(247
)
(734
)
(1,307
)
(1,276
)
306
635
556
1,037
1,093
(1)
In 2005, we recorded $7 million in non-cash stock-based
compensation expense related to the acceleration of certain
employee stock options.
(2)
In 2008, we wrote-off $8 million related to our temporary
terminal facility at JFK.
(3)
In 2009, 2008, 2007, and 2006, we sold two, nine, three, and
five aircraft, respectively, which resulted in gains of
$1 million, $23 million, $7 million, and
$12 million, respectively. In 2005, we wrote-off
$6 million in development costs relating to a maintenance
and inventory tracking system that was not implemented.
(4)
In 2008, we recorded $13 million in additional interest
expense related to the early conversion of a portion of our 5.5%
convertible debentures due 2038 and $14 million in interest
income related to the gain on extinguishment of debt. In
December 2008, we recorded a holding loss of $53 million
related to the valuation of our auction rate securities.
(5)
Earnings were inadequate to cover fixed charges by
$136 million, $11 million, $27 million and
$46 million for the years ended December 31, 2008,
2007, 2006, and 2005, respectively.
24
Table of Contents
As of December 31,
2009
2008
2007
2006
2005
(in millions)
$
896
$
561
$
190
$
10
$
6
246
244
611
689
476
6,554
6,020
5,595
4,840
3,890
3,304
3,144
3,022
2,804
2,281
1,539
1,266
1,050
972
937
Year Ended December 31,
2009
2008
2007
2006
2005
22,450
21,920
21,387
18,565
14,729
25,955
26,071
25,737
23,320
20,200
32,558
32,442
31,904
28,594
23,703
79.7
%
80.4
%
80.7
%
81.6
%
85.2
%
11.5
12.1
12.8
12.7
13.4
$
130.41
$
139.40
$
123.23
$
119.73
$
110.03
11.28
11.72
10.24
9.53
8.02
8.99
9.42
8.26
7.77
6.84
10.09
10.44
8.91
8.26
7.18
9.24
10.11
8.38
7.82
6.98
6.33
5.80
5.34
5.07
4.81
8.99
9.87
8.27
7.76
6.91
215,526
205,389
196,594
159,152
112,009
1,076
1,120
1,129
1,186
1,358
148.0
139.5
127.8
106.5
77.5
$
2.08
$
3.08
$
2.18
$
2.08
$
1.70
455
453
444
377
303
10,704
9,895
9,909
9,265
8,326
(6)
Excludes results of operations and employees of LiveTV, LLC,
which are unrelated to our airline operations and are immaterial
to our consolidated operating results.
Table of Contents
26
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ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
27
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28
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29
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30
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Year Ended December 31,
Percent
2009
2008
Change
(in cents)
2.91
4.31
(32.6
)%
2.38
2.14
11.4
.65
.62
6.4
.70
.63
11.0
.39
.40
(2.5
)
.46
.47
(0.8
)
.46
.39
17.2
1.29
1.15
10.7
9.24
10.11
(8.6
)%
31
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32
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Year Ended December 31,
Percent
2008
2007
Change
(in cents)
4.31
3.04
42.0
%
2.14
2.03
5.2
.62
.57
8.8
.63
.55
14.7
.40
.39
2.5
.47
.38
23.4
.39
.33
18.4
1.15
1.09
5.8
10.11
8.38
20.6
%
33
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34
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Three Months Ended
March 31,
June 30,
September 30,
December 31,
2009
2009
2009
2009
$
793
$
807
$
854
$
832
222
236
255
232
185
192
199
200
50
54
56
53
55
56
59
58
32
32
31
31
37
38
38
38
37
34
40
38
102
89
110
118
720
731
788
768
73
76
66
64
(53
)
(40
)
(43
)
(44
)
20
36
23
20
8
16
8
9
$
12
$
20
$
15
$
11
9.3
%
9.4
%
7.7
%
7.6
%
2.5
%
4.5
%
2.7
%
2.4
%
5,291
5,691
6,011
5,457
6,040
6,545
7,027
6,343
7,942
8,237
8,391
7,988
76.0
%
79.5
%
83.7
%
79.4
%
12.0
11.9
11.5
10.8
$
133.39
$
126.74
$
127.04
$
135.07
11.69
11.02
10.87
11.62
8.89
8.76
9.10
9.23
9.98
9.80
10.19
10.41
9.06
8.88
9.40
9.62
6.25
6.02
6.36
6.71
8.83
8.66
9.13
9.35
53,014
54,885
55,420
52,207
1,064
1,067
1,081
1,091
142.3
147.4
151.0
151.0
$
2.03
$
2.05
$
2.14
$
2.08
109
115
119
112
10,047
10,235
10,246
10,704
(1)
During the first quarter, we sold two EMBRAER 190 aircraft which
resulted in a gain of $1 million. During the second quarter
of 2009, we recorded $11 million in gains related to
certain tax incentives.
35
Table of Contents
(2)
During the first, second, and third quarters of 2009, we
recorded a net $8 million loss, $6 million gain, and
$3 million gain in other-than temporary holding adjustments
related to the valuation of our auction rate securities,
respectively. During the third quarter, we recorded
$2 million in the gain on extinguishment of debt.
(3)
Excludes results of operations and employees of LiveTV, LLC,
which are unrelated to our airline operations and are immaterial
to our consolidated operating results.
36
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37
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Payments due in
Total
2010
2011
2012
2013
2014
Thereafter
$
4,150
$
514
$
295
$
289
$
480
$
682
$
1,890
1,796
208
191
168
140
142
947
4,500
235
575
790
790
735
1,375
3,784
202
189
231
243
252
2,667
$
14,230
$
1,159
$
1,250
$
1,478
$
1,653
$
1,811
$
6,879
(1)
Includes actual interest and estimated interest for
floating-rate debt based on December 31, 2009 rates.
(2)
Amounts include noncancelable commitments for the purchase of
goods and services.
38
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39
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40
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41
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ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
42
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43
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ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
December 31,
2009
2008
$
896
$
561
240
81
86
40
30
13
78
147
91
43
10
78
106
1,538
962
4,170
3,832
139
163
4,309
3,995
540
406
3,769
3,589
515
487
169
134
346
353
549
533
26
5
523
528
4,638
4,470
6
244
64
69
308
275
378
588
$
6,554
$
6,020
44
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CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
45
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CONSOLIDATED STATEMENTS OF
OPERATIONS
(In millions, except per share
amounts)
Year Ended December 31,
2009
2008
2007
$
2,928
$
3,056
$
2,636
358
332
206
3,286
3,388
2,842
945
1,397
968
776
694
648
213
199
180
228
205
176
126
129
124
151
151
121
149
127
106
419
377
350
3,007
3,279
2,673
279
109
169
(197
)
(242
)
(235
)
7
48
43
10
(5
)
54
(180
)
(199
)
(138
)
99
(90
)
31
41
(5
)
19
$
58
$
(85
)
$
12
$
0.22
$
(0.37
)
$
0.06
$
0.20
$
(0.37
)
$
0.06
46
Table of Contents
Year Ended December 31,
2009
2008
2007
$
58
$
(85
)
$
12
40
(6
)
19
190
189
161
44
21
19
16
16
15
(3
)
(45
)
(9
)
132
(149
)
53
65
(70
)
3
4
(14
)
(43
)
(10
)
3
10
19
86
(66
)
15
36
40
31
30
486
(17
)
358
(434
)
(654
)
(617
)
(32
)
(49
)
(128
)
(47
)
(142
)
(242
)
58
299
100
5
12
(22
)
(11
)
24
(636
)
(69
)
(654
)
486
719
175
397
(10
)
1
72
(30
)
(9
)
(457
)
(247
)
(734
)
120
320
26
446
716
376
26
183
10
17
48
3
163
49
138
242
(180
)
(673
)
(265
)
(20
)
(52
)
(44
)
(110
)
(12
)
(20
)
(10
)
306
635
556
335
371
180
561
190
10
$
896
$
561
$
190
47
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CONSOLIDATED STATEMENTS OF
STOCKHOLDERS EQUITY
(In millions)
Accumulated
Additional
Other
Common
Common
Treasury
Treasury
Paid-In
Retained
Comprehensive
Shares
Stock
Shares
Stock
Capital
Earnings
Income (Loss)
Total
178
$
2
$
$
844
$
133
$
(7
)
$
972
12
12
26
26
38
2
8
8
14
14
2
18
18
182
2
884
145
19
1,050
(85
)
(85
)
(103
)
(103
)
(188
)
1
1
1
16
16
2
9
9
43
301
301
44
1
1
17
76
76
17
289
3
17
1,287
60
(84
)
1,266
58
58
85
85
143
1
(2
)
(2
)
15
15
1
7
7
26
109
109
2
10
1
1
319
$
3
27
$
(2
)
$
1,419
$
118
$
1
$
1,539
48
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December 31, 2009
Note 1
Summary
of Significant Accounting Policies
49
Table of Contents
2009
2008
$
109
$
36
5
150
22
74
244
$
246
$
244
Estimated Useful Life
Residual Value
25 years
20
%
7 years
0
%
Fleet life
10
%
Lease term
0
%
3-10 years
0
%
Lower of 15 years or lease term
0
%
Lease term
0
%
50
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51
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52
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53
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Note 2
Long-term
Debt, Short-term Borrowings and Capital Lease
Obligations
2009
2008
$
697
2.4
%
$
659
4.5
%
265
2.7
%
296
4.0
%
373
1.5
%
373
2.8
%
49
4.1
%
49
7.1
%
1,163
6.3
%
1,075
5.9
%
85
6.0
%
85
6.0
%
56
53
201
154
166
123
126
1
1
137
3.8
%
141
5.4
%
3,304
3,024
(384
)
(152
)
$
2,920
$
2,872
(1)
Interest rates adjust quarterly or semi-annually based on the
London Interbank Offered Rate, or LIBOR, plus a margin.
(2)
In November 2006, we completed a public offering of
$124 million of pass-through certificates to finance
certain of our owned aircraft spare parts. Separate trusts were
established for each class of these certificates. The entire
principal amount of the
Class G-1
and
Class B-1
certificates is scheduled to be paid in a lump sum on the
applicable maturity date. In April 2009, we entered into
interest rate swap agreements that have effectively fixed the
interest rate for the remaining term of half of the
Class G-1
certificates and all of the
Class B-1
certificates for the November 2006 offering. The swapped portion
of the
Class G-1
and Class B-1 certificates had a balance of $37 million and
$49 million, respectively, at December 31, 2009, and
effective interest rates of 2.1% and 4.6%, respectively. The
interest rate for the remaining half of the
Class G-1
certificates is based on three month LIBOR plus a margin.
Interest is payable quarterly.
(3)
In November 2004 and March 2004, we completed public offerings
of $498 million and $431 million, respectively, of
pass-through certificates to finance the purchase of 28 new
Airbus A320 aircraft delivered through 2005. Separate trusts
were established for each class of these certificates. Quarterly
principal payments are required on the
Class G-1
certificates. The entire principal amount of the
Class G-2
certificates is scheduled to be paid in a lump sum on the
applicable maturity dates. In June and November 2008, we fully
repaid the principal balances of the Class C certificates.
In February 2008, we entered into interest rate swap agreements
that have effectively fixed the interest rate for the remaining
term of the Class G-1 certificates for the November 2004
offering. These certificates had a balance of $124 million
at December 31, 2009 and an effective interest rate of
4.5%. In February, we entered into interest rate swap agreements
that have effectively fixed the interest rate for the remaining
term of the
Class G-2
certificates for the November 2004 offering. These certificates
had a balance of $185 million at December 31, 2009
54
Table of Contents
and an effective interest rate of 2.2%. The interest rate for
all other certificates is based on three month LIBOR plus a
margin. Interest is payable quarterly.
(4)
In December 2006, the New York City Industrial Development
Agency issued special facility revenue bonds for JFK and, in
November 2005, the Greater Orlando Aviation Authority issued
special purpose airport facilities revenue bonds, in each case
for reimbursement to us for certain airport facility
construction and other costs. We have recorded the issuance of
$39 million (net of $1 million discount) and
$45 million (net of $2 million discount),
respectively, principal amount of these bonds as long-term debt
on our consolidated balance sheet because we have issued a
guarantee of the debt payments on the bonds. This fixed rate
debt is secured by leasehold mortgages of our airport facilities.
(5)
In 2008, we entered into the UBS auction rate security loan
program under a credit line agreement with UBS Securities LLC
and UBS Financial Services Inc, or UBS, which provides us with a
no net cost loan in the principal amount of $56 million.
However, this credit line agreement calls for all interest
income earned on the ARS being held by UBS to be automatically
transferred to UBS. This line of credit is secured by
approximately $85 million in par value of our ARS being
held by UBS. The term of the credit line is through at least
June 30, 2010 or when the underlying ARS are sold. In
January 2010, the issuers redeemed at par $12 million of
the ARS securing this line of credit and the proceeds were
applied directly to the outstanding loan balance.
(6)
On June 9, 2009, we completed a public offering of
$115 million aggregate principal amount of 6.75%
Series A convertible debentures due 2039, or the
Series A 6.75% Debentures, and $86 million
aggregate principal amount of 6.75% Series B convertible
debentures due 2039, or the Series B 6.75% Debentures,
and collectively with the Series A 6.75% Debentures,
the 6.75% Debentures. The 6.75% Debentures are general
obligations and rank equal in right of payment with all of our
existing and future senior unsecured debt, effectively junior in
right of payment to our existing and future secured debt,
including our secured equipment debentures, to the extent of the
value of the assets securing such debt, and senior in right of
payment to any subordinated debt. In addition, the
6.75% Debentures are structurally subordinated to all
existing and future liabilities of our subsidiaries. The net
proceeds were approximately $197 million after deducting
underwriting fees and other transaction related expenses.
Interest on the 6.75% Debentures is payable semi-annually
on April 15 and October 15. The first interest payment on
the 6.75% Debentures was paid October 15, 2009.
Holders of either the Series A or Series B
6.75% Debentures may convert them into shares of our common
stock at any time at a conversion rate of 204.6036 shares
per $1,000 principal amount of the 6.75% Debentures. The
conversion rates are subject to adjustment should we declare
common stock dividends or effect any common stock splits or
similar transactions. If the holders convert the
6.75% Debentures in connection with a fundamental change
that occurs prior to October 15, 2014 for the Series A
6.75% Debentures or October 15, 2016 for the
Series B 6.75% Debentures, the applicable conversion
rate may be increased depending on our then current common stock
price. The maximum number of shares into which all of the
6.75% Debentures are convertible, including pursuant to
this make-whole fundamental change provision, is
235.2941 shares per $1,000 principal amount of the
6.75% Debentures outstanding, as adjusted.
We may redeem any of the 6.75% Debentures for cash at a
redemption price of 100% of their principal amount, plus accrued
and unpaid interest at any time on or after October 15,
2014 for the Series A 6.75% Debentures and
October 15, 2016 for the Series B
6.75% Debentures. Holders may require us to repurchase the
6.75% Debentures for cash at a repurchase price equal to
100% of their principal amount plus accrued and unpaid interest,
if any, on October 15, 2014, 2019, 2024, 2029 and 2034 for
the Series A 6.75% Debentures and October 15,
2016, 2021, 2026, 2031 and 2036 for the Series B
6.75% Debentures; or at any time prior to their maturity
upon the occurrence of a certain designated event.
We evaluated the various embedded derivatives within the
supplemental indenture for bifurcation from the
6.75% Debentures under the applicable provisions, including
the basic conversion feature, the fundamental change make-whole
provision and the put and call options. Based upon our detailed
assessment, we concluded these embedded derivatives were either
(i) excluded from bifurcation as a result of being clearly
and closely related to the 6.75% Debentures or are indexed
to our common stock and would be classified in
stockholders equity if freestanding or (ii) are
immaterial embedded derivatives.
55
Table of Contents
(7)
In March 2005, we completed a public offering of
$250 million aggregate principal amount of 3.75%
convertible unsecured debentures due 2035, or
3.75% Debentures, which are currently convertible into
14.6 million shares of our common stock at a price of
approximately $17.10 per share, or 58.4795 shares per
$1,000 principal amount of debentures, subject to further
adjustment. Upon conversion, we have the right to deliver, in
lieu of shares of our common stock, cash or a combination of
cash and shares of our common stock.
At any time, we may irrevocably elect to satisfy our conversion
obligation with respect to the principal amount of the
debentures to be converted with a combination of cash and shares
of our common stock. At any time on or after March 20,
2010, we may redeem any of the debentures for cash at a
redemption price of 100% of their principal amount, plus accrued
and unpaid interest. Holders may require us to repurchase the
debentures for cash at a repurchase price equal to 100% of their
principal amount plus accrued and unpaid interest, if any, on
March 15, 2010, 2015, 2020, 2025 and 2030, or at any time
prior to their maturity upon the occurrence of a specified
designated event. Interest is payable semi-annually on
March 15 and September 15.
We account for this convertible debt under the provisions of ASC
470-20,which
applies to all convertible debt instruments that have a
net settlement feature, which means instruments that
by their terms may be settled either wholly or partially in cash
upon conversion. Under these provisions, the liability and
equity components of convertible debt instruments that may be
settled wholly or partially in cash upon conversion must be
accounted for separately in a manner reflective of their
issuers nonconvertible debt borrowing rate. Since our
3.75% Debentures have an option to be settled in cash, they
are within the scope of this standard.
Our effective borrowing rate for nonconvertible debt at the time
of issuance of the 3.75% Debentures was estimated to be 9%,
which resulted in $52 million of the $250 million
aggregate principal amount of debentures issued, or
$31 million after taxes, being attributed to equity. We are
amortizing the debt discount through March 2010, the first
repurchase date of the debentures. The principal amount,
unamortized discount and net carrying amount of the debt and
equity components are presented below (in millions):
As of December 31,
2009
2008
$
156
$
177
(2
)
(11
)
$
154
$
166
$
29
$
31
2009
2008
2007
$
6
$
9
$
9
8
10
10
$
14
$
19
$
19
9
%
9
%
9
%
In 2008, we repurchased approximately $73 million principal
amount of our 3.75% Debentures for $54 million. The
$14 million net gain from these transactions is recorded in
interest income and other in the accompanying consolidated
statements of operations.
During 2009, we repurchased approximately $20 million
principal amount of our 3.75% Debentures at a slight
discount to par. Of the total consideration paid,
$2 million was allocated to the reacquisition of the equity
component, resulting in a $2 million gain on the
extinguishment of debt after writing off unamortized debt
discount and issuance costs.
56
Table of Contents
As of December 31, 2009, the if-converted value of the
3.75% Debentures did not exceed the principal amount.
(8)
On June 4, 2008, we completed a public offering of
$100.6 million aggregate principal amount of 5.5%
Series A convertible debentures due 2038, or the
Series A 5.5% Debentures, and $100.6 million
aggregate principal amount of 5.5% Series B convertible
debentures due 2038, or the Series B 5.5% Debentures,
and collectively with the Series A 5.5% Debentures,
the 5.5% Debentures. The 5.5% Debentures are general
senior obligations secured in part by an escrow account for each
series. We deposited approximately $32 million of the net
proceeds from the offering, representing the first six scheduled
semi-annual interest payments on the 5.5% Debentures, into
escrow accounts for the exclusive benefit of the holders of each
series of the 5.5% Debentures. The total net proceeds of
the offering were approximately $165 million, after
deducting underwriting fees and other transaction related
expenses as well as the $32 million escrow deposit.
Interest on the 5.5% Debentures is payable semi-annually on
April 15 and October 15.
Holders of the Series A 5.5% Debentures may convert
them into shares of our common stock at any time at a conversion
rate of 220.6288 shares per $1,000 principal amount of
Series A 5.5% Debenture. Holders of the Series B
5.5% Debentures may convert them into shares of our common
stock at any time at a conversion rate of 225.2252 shares
per $1,000 principal amount of Series B 5.5% Debenture. The
conversion rates are subject to adjustment should we declare
common stock dividends or effect any common stock splits or
similar transactions. If the holders convert the
5.5% Debentures in connection with any fundamental
corporate change that occurs prior to October 15, 2013 for
the Series A 5.5% Debentures or October 15, 2015
for the Series B 5.5% Debentures, the applicable
conversion rate may be increased depending upon our then current
common stock price. The maximum number of shares of common stock
into which all of the 5.5% Debentures are convertible,
including pursuant to this make-whole fundamental change
provision, is 54.4 million shares. Holders who convert
their 5.5% Debentures prior to April 15, 2011 will
receive, in addition to the number of shares of our common stock
calculated at the applicable conversion rate, a cash payment
from the escrow account for the 5.5% Debentures of the
series converted equal to the sum of the remaining interest
payments that would have been due on or before April 15,
2011 in respect of the converted 5.5% Debentures.
We may redeem any of the 5.5% Debentures for cash at a
redemption price of 100% of their principal amount, plus accrued
and unpaid interest at any time on or after October 15,
2013 for the Series A 5.5% Debentures and
October 15, 2015 for the Series B
5.5% Debentures. Holders may require us to repurchase the
5.5% Debentures for cash at a repurchase price equal to
100% of their principal amount plus accrued and unpaid interest,
if any, on October 15, 2013, 2018, 2023, 2028, and 2033 for
the Series A 5.5% Debentures and October 15,
2015, 2020, 2025, 2030, and 2035 for the Series B
5.5% Debentures; or at any time prior to their maturity
upon the occurrence of a specified designated event.
On June 4, 2008, in conjunction with the public offering of
the 5.5% Debentures described above, we also entered into a
share lending agreement with Morgan Stanley & Co.
Incorporated, an affiliate of the underwriter of the offering,
or the share borrower, pursuant to which we loaned the share
borrower approximately 44.9 million shares of our common
stock. Under the share lending agreement, the share borrower is
required to return the borrowed shares when the debentures are
no longer outstanding. We did not receive any proceeds from the
sale of the borrowed shares by the share borrower, but we did
receive a nominal lending fee of $0.01 per share from the share
borrower for the use of borrowed shares.
We evaluated the various embedded derivatives within the
supplemental indenture for bifurcation from the
5.5% Debentures under the applicable provisions. Based upon
our detailed assessment, we concluded these embedded derivatives
were either (i) excluded from bifurcation as a result of
being clearly and closely related to the 5.5% Debentures or
are indexed to our common stock and would be classified in
stockholders equity if freestanding or (ii) the fair
value of the embedded derivatives was determined to be
immaterial.
The net proceeds from our public offering of the
5.5% Debentures described above were used for the
repurchase of substantially all of our $175 million
principal amount of 3.5% convertible notes due 2033, issued in
July 2003, which became subject to repurchase at the
holders option on July 15, 2008.
57
Table of Contents
During 2008, approximately $76 million principal amount of
the 5.5% Debentures were voluntarily converted by holders.
As a result, we issued 16.9 million shares of our common
stock. Cash payments from the escrow accounts related to these
conversions were $11 million and borrowed shares equivalent
to the number of shares of our common stock issued upon these
conversions were returned to us pursuant to the share lending
agreement described above. During 2009, approximately
$3 million principal amount of the 5.5% Debentures
were voluntarily converted by holders into approximately
0.6 million shares of our common stock. The borrower
returned 10.0 million shares to us in September 2009,
almost all of which were voluntarily returned shares in excess
of converted shares, pursuant to the share lending agreement. At
December 31, 2009, the remaining principal balance was
$123 million, which is currently convertible into
27.4 million shares of our common stock. At
December 31, 2009, the amount remaining in the escrow
accounts was $10 million, which is reflected as restricted
cash on our consolidated balance sheets.
(9)
At December 31, 2009 and 2008, four capital leased Airbus
A320 aircraft are included in property and equipment at a cost
of $152 million with accumulated amortization of
$13 million and $9 million, respectively. The future
minimum lease payments under these noncancelable leases are
$15 million per year through 2011, $14 million per
year in 2012, 2013 and 2014 and $124 million in the years
thereafter. Included in the future minimum lease payments is
$61 million representing interest, resulting in a present
value of capital leases of $135 million with a current
portion of $7 million and a long-term portion of
$128 million.
$
384
175
176
375
594
58
Table of Contents
Carrying
Estimated
Value
Fair Value
$
265
$
205
373
261
49
35
85
70
201
250
154
156
123
166
1
1
697
592
1,163
985
$
3,111
$
2,721
59
Table of Contents
Aircraft
Other
Total
$
160
$
48
$
208
148
43
191
129
39
168
107
33
140
116
26
142
589
358
947
$
1,249
$
547
$
1,796
Note 4
JFK
Terminal 5
60
Table of Contents
Note 5
Stockholders
Equity
61
Table of Contents
Note 6
Earnings
(Loss) Per Share
2009
2008
2007
$
58
$
(85
)
$
12
9
$
67
$
(85
)
$
12
260,486
226,262
179,766
2,972
4,483
11
68,605
332,063
226,262
184,260
9.2
38.3
20.8
23.9
27.2
24.7
62
Table of Contents
Note 7
Share-Based
Compensation
Stock Options
2008
2007
6.0
4.1-6.8
47.7
%
42.5
%
3.0
%
4.6
%
$
3.45
$
4.91
63
Table of Contents
2009
2008
Weighted
Weighted
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
1,735,671
$
6.22
71,418
$
10.42
2,294,240
4.61
1,799,849
6.12
(595,105
)
6.28
(23,805
)
10.42
(124,432
)
5.36
(111,791
)
6.35
3,310,374
$
5.13
1,735,671
$
6.22
2009
2008
2007
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
27,242,115
$
12.47
29,731,932
$
12.30
31,089,745
$
12.13
54,000
7.03
2,926,250
10.94
(960,626
)
0.78
(718,226
)
1.12
(1,823,903
)
4.25
(93,062
)
11.00
(461,316
)
11.79
(737,127
)
11.87
(595,544
)
13.99
(1,364,275
)
14.62
(1,723,033
)
15.73
25,592,883
12.88
27,242,115
12.47
29,731,932
12.30
23,101,559
12.86
22,464,451
12.38
22,537,850
12.19
29,189,222
19,867,014
12,589,744
(1)
On January 1, 2010, the number of shares reserved for
issuance was increased by 11,659,630 shares.
64
Table of Contents
Options Outstanding
Options Vested and Exercisable
Weighted
Weighted
Average
Weighted
Aggregate
Average
Weighted
Aggregate
Remaining
Average
Intrinsic
Remaining
Average
Intrinsic
Range of
Contractual
Exercise
Value
Contractual
Exercise
Value
Shares
Life (years)
Price
(millions)
Shares
Life (years)
Price
(millions)
2,641,863
1.6
$
2.25
$
9
2,641,863
1.6
$
2.25
$
9
22,951,020
4.6
14.10
20,459,696
4.4
14.23
25,592,883
4.3
12.88
$
9
23,101,559
4.1
12.86
$
9
65
Table of Contents
2009
2008
2007
Weighted
Weighted
Weighted
Shares
Average
Shares
Average
Shares
Average
23,550,382
20,076,845
16,908,852
5,447,803
5,328,277
(1,380,824
)
$
4.82
(1,974,266
)
$
4.65
(2,160,284
)
$
8.15
22,169,558
23,550,382
20,076,845
Note 8
LiveTV
Note 9
Income
Taxes
2009
2008
2007
$
34
$
(6
)
$
15
6
4
$
40
$
(6
)
$
19
66
Table of Contents
2009
2008
2007
$
35
$
(32
)
$
11
5
(4
)
2
1
1
3
2
2
2
4
(1
)
23
(1
)
1
1
$
41
$
(5
)
$
19
2009
2008
$
203
$
213
26
23
86
60
4
54
15
21
26
20
(25
)
(26
)
335
365
(512
)
(453
)
(4
)
(3
)
(516
)
(456
)
$
(181
)
$
(91
)
67
Table of Contents
$
8
1
$
9
Note 10
Employee
Retirement Plan
Note 11
Commitments
68
Table of Contents
Note 12
Contingencies
69
Table of Contents
Note 13
Financial
Derivative Instruments and Risk Management
70
Table of Contents
Crude oil cap
Heating oil
Jet fuel swap
agreements
collars
agreements
Total
14
%
5
%
41
%
60
%
18
5
14
37
%
17
14
31
%
19
14
33
%
7
7
%
5
5
%
71
Table of Contents
As of December 31,
2009
2008
$
$
117
21
$
17
$
11
As of December 31,
2009
2008
$
25
$
3
35
93
18
12
5,070
870
12
(128
)
10
10
(8
)
(4
)
2009
2008
2007
$
(120
)
$
48
$
35
1
5
(1
)
4
17
(104
)
77
23
%
38
%
59
%
(5
)
(10
)
(1)
Gross liability, prior to impact of collateral posted.
72
Table of Contents
(2)
Includes the fair value of our reverse swap sales contracts that
were entered into in order to effectively exit our original swap
contracts. The value of these contracts was $44 million as
of December 31, 2008, all of which settled by
December 31, 2009.
Note 14
Fair
Value of Financial Instruments
Level 1
quoted prices in active markets for identical assets or
liabilities;
Level 2
quoted prices in active markets for similar assets and
liabilities and inputs that are observable for the asset or
liability; or
Level 3
unobservable inputs for the asset or liability, such as
discounted cash flow models or valuations.
Level 1
Level 2
Level 3
Total
$
902
$
$
$
902
71
71
74
74
150
150
22
22
11
11
28
28
$
1,145
$
28
$
85
$
1,258
$
$
$
10
$
10
$
$
$
10
$
10
Auction Rate
Put Option
Interest Rate
Securities
related to ARS
Swaps
Total
$
244
$
14
$
(10
)
$
248
4
(3
)
(5
)
(4
)
5
5
(174
)
(174
)
$
74
$
11
$
(10
)
$
75
73
Table of Contents
74
Table of Contents
Note 15
Comprehensive
Income (Loss)
2009
2008
2007
$
58
$
(85
)
$
12
85
(103
)
26
85
(103
)
26
$
143
$
(188
)
$
38
75
Table of Contents
Aircraft Fuel
Interest
Investment
Derivatives
Rate Swaps
Securities
Total
$
(7
)
$
$
$
(7
)
7
7
19
19
19
19
(31
)
8
(23
)
(65
)
(7
)
(8
)
(80
)
(77
)
(7
)
(84
)
72
3
75
12
(2
)
10
$
7
$
(6
)
$
$
1
Note 16
Geographic
Information
2009
2008
2007
$
2,590
$
2,877
$
2,546
696
511
296
$
3,286
$
3,388
$
2,842
76
Table of Contents
Note 17
Quarterly
Financial Data (Unaudited)
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
793
$
807
$
854
$
832
73
76
66
64
12
20
15
11
$
0.05
$
0.08
$
0.05
$
0.04
$
0.05
$
0.07
$
0.05
$
0.04
$
816
$
859
$
902
$
811
17
21
22
49
(10
)
(9
)
(8
)
(58
)
$
(0.05
)
$
(0.04
)
$
(0.03
)
$
(0.25
)
$
(0.05
)
$
(0.04
)
$
(0.03
)
$
(0.25
)
(1)
During the first, second, and third quarters of 2009, we
recorded a net $8 million loss, $6 million gain, and
$3 million gain, in other-than temporary impairment
adjustments related to the value of our auction rate securities,
respectively. During the first quarter of 2009, we sold two
aircraft, which resulted in a gain of $1 million. During
the second quarter of 2009, we recorded $11 million in
certain tax incentives. During the fourth quarter of 2009, we
recorded $5 million of revenue related to our co-branded
credit card agreement guarantee and an additional
$5 million in revenue related to points expiration as a
result of TrueBlue program changes.
(2)
During the second, third and fourth quarters of 2008, we sold a
total of nine aircraft, which resulted in gains of
$13 million, $2 million and $8 million,
respectively. During the second quarter of 2008, we recorded
$6 million in certain tax incentives. During the third
quarter of 2008, we wrote-off $8 million related to our
temporary terminal facility at JFK. During the fourth quarter of
2008, we recorded a net
other-than-temporary
holding loss of $53 million related to the valuation of our
auction rate securities as described more fully in Note 14.
Note 18
Subsequent
Events
77
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78
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79
Table of Contents
ITEM 9.
CHANGES
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
ITEM 9B.
OTHER
INFORMATION
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
80
Table of Contents
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Number of securities
remaining available
for future issuance
Weighted-average
under equity
Number of securities to
exercise price of
compensation plans
be issued upon exercise
outstanding
(excluding securities
of outstanding options,
options, warrants
reflected in first
warrants and rights
and rights
column)
29,033,047
$
11.96
51,358,780
29,033,047
$
11.96
51,358,780
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
81
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
82
Table of Contents
(Registrant)
By:
Vice President, Controller, and Chief Accounting Officer
(Principal Accounting Officer)
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 5, 2010
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Director
February 5, 2010
Chairman of the Board
February 5, 2010
Director
February 5, 2010
Vice Chairman of the Board
February 5, 2010
83
Table of Contents
Membership Interest Purchase Agreement among Harris Corporation
and Thales Avionics In-Flight Systems, LLC and In-Flight
Liquidating, LLC and Glenn S. Latta and Jeffrey A. Frisco and
Andreas de Greef and JetBlue Airways Corporation, dated as of
September 9, 2002 relating to the interests in LiveTV,
LLCincorporated by reference to Exhibit 2.1 to our
Current Report on
Form 8-K
dated September 27, 2002.
Amended and Restated Certificate of Incorporation of JetBlue
Airways Corporationincorporated by reference to
Exhibit 3.5 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
Fifth Amended and Restated Bylaws of JetBlue Airways
Corporationincorporated by reference to Exhibit 3.6
of our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
Fifth Amended and Restated Bylaws of JetBlue Airways Corporation
(consolidated amendments as of November 12, 2009).
Certificate of Designation of Series A Participating
Preferred Stock dated April 1, 2002incorporated by
reference to Exhibit 3.2 to our Current Report on
Form 8-K
dated July 10, 2003.
Specimen Stock Certificateincorporated by reference to
Exhibit 4.1 to the Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
Amended and Restated Registration Rights Agreement, dated as of
August 10, 2000, by and among JetBlue Airways Corporation
and the Stockholders named thereinincorporated by
reference to Exhibit 4.2 to the Registration Statement on
Form S-1,
as amended
(File No. 333-82576).
Amendment No. 1, dated as of June 30, 2003, to Amended
and Restated Registration Rights Agreement, dated as of
August 10, 2000, by and among JetBlue Airways Corporation
and the Stockholders named thereinincorporated by
reference to Exhibit 4.2 to the Registration Statement on
Form S-3,
filed on July 3, 2003, as amended on July 10, 2003
(File No. 333-106781).
Amendment No. 2, dated as of October 6, 2003, to
Amended and Restated Registration Rights Agreement, dated as of
August 10, 2000, by and among JetBlue Airways Corporation
and the Stockholders named thereinincorporated by
reference to Exhibit 4.9 to the Registration Statement on
Form S-3,
filed on October 7, 2003 (File
No. 333-109546).
Amendment No. 3, dated as of October 4, 2004, to
Amended and Restated Registration Rights Agreement, dated as of
August 10, 2000, by and among JetBlue Airways Corporation
and the Stockholders named thereinincorporated by
reference to Exhibit 4.1 to our Current Report on
Form 8-K/A
dated October 4, 2004.
Amendment No. 4, dated as of June 22, 2006, to Amended
and Restated Registration Rights Agreement, dated as of
August 10, 2000, by and among JetBlue Airways Corporation
and the Stockholders named thereinincorporated by
reference to Exhibit 4.19 to our Registration Statement on
Form S-3
ARS, filed on June 30, 2006 (File
No. 333-135545).
Registration Rights Agreement, dated as of July 15, 2003,
among the Company and Morgan Stanley & Co.
Incorporated, Raymond James & Associates, Inc. and
Blaylock & Partners, L.P.incorporated by
reference to Exhibit 4.2 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003.
Summary of Rights to Purchase Series A Participating
Preferred Stockincorporated by reference to
Exhibit 4.4 to the Registration Statement on
Form S-1,
as amended
(File No. 333-82576).
84
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Stockholder Rights Agreementincorporated by reference to
Exhibit 4.3 to our Annual Report on
Form 10-K
for the year ended December 31, 2002.
Amendment to the Stockholder Rights Agreement, dated as of
January 17, 2008, by and between JetBlue Airways
Corporation and Computershare Trust Company,
N.A.incorporated by reference to Exhibit 4.5(a) to
our Current Report on
Form 8-K
dated January 23, 2008.
Indenture, dated as of July 15, 2003, between JetBlue
Airways Corporation and Wilmington Trust Company, as
Trustee, relating to the Companys
3
1
/
2
% Convertible
Notes due 2033incorporated by reference to
Exhibit 4.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003.
Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass
Through Certificate
Series 2004-1G-1-Oincorporated
by reference to Exhibit 4.1 to our Current Report on
Form 8-K
dated March 24, 2004.
Form of Three-Month LIBOR plus 0.420% JetBlue Airways Pass
Through Certificate
Series 2004-1G-2-Oincorporated
by reference to Exhibit 4.2 to our Current Report on
Form 8-K
dated March 24, 2004.
Form of Three-Month LIBOR plus 4.250% JetBlue Airways Pass
Through Certificate
Series 2004-1C-Oincorporated
by reference to Exhibit 4.3 to our Current Report on
Form 8-K
dated March 24, 2004.
Pass Through Trust Agreement, dated as of March 24,
2004, between JetBlue Airways Corporation and Wilmington
Trust Company, as Pass Through Trustee, made with respect
to the formation of JetBlue Airways Pass Through Trust,
Series 2004-1G-1-O
and the issuance of Three-Month LIBOR plus 0.375% JetBlue
Airways Pass Through Trust,
Series 2004-1G-1-O,
Pass Through Certificatesincorporated by reference to
Exhibit 4.4 to our Current Report on
Form 8-K
dated March 24, 2004(1).
Revolving Credit Agreement
(2004-1G-1),
dated as of March 24, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-1G-1
Pass Through Trust, as Borrower, and Landesbank
Hessen-Thüringen Girozentrale, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.5 to
our Current Report on
Form 8-K
dated March 24, 2004.
Revolving Credit Agreement
(2004-1G-2),
dated as of March 24, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-1G-2
Pass Through Trust, as Borrower, and Landesbank
Hessen-Thüringen Girozentrale, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.6 to
our Current Report on
Form 8-K
dated March 24, 2004.
Revolving Credit Agreement
(2004-1C),
dated as of March 24, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-1C
Pass
Through Trust, as Borrower, and Landesbank Hessen-Thüringen
Girozentrale, as Primary Liquidity Providerincorporated by
reference to Exhibit 4.7 to our Current Report on
Form 8-K
dated March 24, 2004.
Deposit Agreement
(Class G-1),
dated as of March 24, 2004, between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New
York Branch, as Depositaryincorporated by reference to
Exhibit 4.8 to our Current Report on
Form 8-K
dated March 24, 2004.
Deposit Agreement
(Class G-2),
dated as of March 24, 2004, between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New
York Branch, as Depositaryincorporated by reference to
Exhibit 4.9 to our Current Report on
Form 8-K
dated March 24, 2004.
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Deposit Agreement (Class C), dated as of March 24,
2004, between Wilmington Trust Company, as Escrow Agent,
and HSH Nordbank AG, New York Branch, as
Depositaryincorporated by reference to Exhibit 4.10
to our Current Report on
Form 8-K
dated March 24, 2004.
Escrow and Paying Agent Agreement
(Class G-1),
dated as of March 24, 2004, among Wilmington
Trust Company, as Escrow Agent, Morgan Stanley &
Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc. and Credit
Lyonnais Securities (USA) Inc., as Underwriters, Wilmington
Trust Company, as Pass Through Trustee for and on behalf of
JetBlue Airways Corporation Pass Through
Trust 2004-1G-1-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.11
to our Current Report on
Form 8-K
dated March 24, 2004.
Escrow and Paying Agent Agreement
(Class G-2),
dated as of March 24, 2004, among Wilmington
Trust Company, as Escrow Agent, Morgan Stanley &
Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc. and Credit
Lyonnais Securities (USA) Inc., as Underwriters, Wilmington
Trust Company, as Pass Through Trustee for and on behalf of
JetBlue Airways Corporation Pass Through
Trust 2004-1G-2-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.12
to our Current Report on
Form 8-K
dated March 24, 2004.
Escrow and Paying Agent Agreement (Class C), dated as of
March 24, 2004, among Wilmington Trust Company, as
Escrow Agent, Morgan Stanley & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc. and Credit Lyonnais Securities
(USA) Inc., as Underwriters, Wilmington Trust Company, as
Pass Through Trustee for and on behalf of JetBlue Airways
Corporation Pass Through
Trust 2004-1C-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.13
to our Current Report on
Form 8-K
dated March 24, 2004.
ISDA Master Agreement, dated as of March 24, 2004, between
Morgan Stanley Capital Services Inc., as Above Cap Liquidity
Facility Provider, and Wilmington Trust Company, as
Subordination Agent for the JetBlue Airways Corporation Pass
Through
Trust 2004-1G-1-Oincorporated
by reference to Exhibit 4.14 to our Current Report on
Form 8-K
dated March 24, 2004(2).
Schedule to the ISDA Master Agreement, dated as of
March 24, 2004, between Morgan Stanley Capital Services
Inc., as Above Cap Liquidity Facility Provider, and Wilmington
Trust Company, as Subordination Agent for the JetBlue
Airways Corporation Pass Through
Trust 2004-1G-1-Oincorporated
by reference to Exhibit 4.15 to our Current Report on
Form 8-K
dated March 24, 2004.
Schedule to the ISDA Master Agreement, dated as of
March 24, 2004, between Morgan Stanley Capital Services,
Inc., as Above Cap Liquidity Facility Provider, and Wilmington
Trust Company, as Subordination Agent for the JetBlue
Airways Corporation Pass Through
Trust 2004-1G-2-Oincorporated
by reference to Exhibit 4.16 to our Current Report on
Form 8-K
dated March 24, 2004.
Schedule to the ISDA Master Agreement, dated as of
March 24, 2004, between Morgan Stanley Capital Services,
Inc., as Above Cap Liquidity Facility Provider, and Wilmington
Trust Company, as Subordination Agent for the JetBlue
Airways Corporation Pass Through
Trust 2004-1C-Oincorporated
by reference to Exhibit 4.17 to our Current Report on
Form 8-K
dated March 24, 2004.
Class G-1
Above Cap Liquidity Facility Confirmation, dated March 24,
2004, between Morgan Stanley Capital Services Inc., as
Above Cap Liquidity Facility Provider, and Wilmington
Trust Company, as Subordination Agentincorporated by
reference to Exhibit 4.18 to our Current Report on
Form 8-K
dated March 24, 2004.
Table of Contents
Class G-2
Above Cap Liquidity Facility Confirmation, dated March 24,
2004, between Morgan Stanley Capital Services Inc., as
Above Cap Liquidity Facility Provider, and Wilmington
Trust Company, as Subordination Agentincorporated by
reference to Exhibit 4.19 to our Current Report on
Form 8-K
dated March 24, 2004.
Class C Above Cap Liquidity Facility Confirmation, dated
March 24, 2004, between Morgan Stanley Capital
Services Inc., as Above Cap Liquidity Facility Provider, and
Wilmington Trust Company, as Subordination
Agentincorporated by reference to Exhibit 4.20 to our
Current Report on
Form 8-K
dated March 24, 2004.
Guarantee, dated March 24, 2004, of Morgan Stanley Capital
Services Inc. with respect to the
Class G-1
Above Cap Liquidity Facilityincorporated by reference to
Exhibit 4.21 to our Current Report on
Form 8-K
dated March 24, 2004.
Guarantee, dated March 24, 2004, of Morgan Stanley Capital
Services Inc. with respect to the
Class G-2
Above Cap Liquidity Facilityincorporated by reference to
Exhibit 4.22 to our Current Report on
Form 8-K
dated March 24, 2004.
Guarantee, dated March 24, 2004, of Morgan Stanley Capital
Services Inc. with respect to the Class C Above Cap
Liquidity Facilityincorporated by reference to
Exhibit 4.23 to our Current Report on
Form 8-K
dated March 24, 2004.
Insurance and Indemnity Agreement, dated as of March 24,
2004, among MBIA Insurance Corporation, as Policy Provider,
JetBlue Airways Corporation and Wilmington Trust Company,
as Subordination Agentincorporated by reference to
Exhibit 4.24 to our Current Report on
Form 8-K
dated March 24, 2004.
MBIA Insurance Corporation Financial Guaranty Insurance Policy,
dated March 24, 2004, bearing Policy Number 43567(1) issued
to Wilmington Trust Company, as Subordination Agent for the
Class G-1
Certificatesincorporated by reference to Exhibit 4.25
to our Current Report on
Form 8-K
dated March 24, 2004.
MBIA Insurance Corporation Financial Guaranty Insurance Policy,
dated March 24, 2004, bearing Policy Number 43567(2) issued
to Wilmington Trust Company, as Subordination Agent for the
Class G-2
Certificatesincorporated by reference to Exhibit 4.26
to our Current Report on
Form 8-K
dated March 24, 2004.
Intercreditor Agreement, dated as of March 24, 2004, among
Wilmington Trust Company, as Pass Through Trustee,
Landesbank Hessen- Thüringen Girozentrale, as Primary
Liquidity Provider, Morgan Stanley Capital Services, Inc., as
Above-Cap Liquidity Provider, MBIA Insurance Corporation, as
Policy Provider, and Wilmington Trust Company, as
Subordination Agentincorporated by reference to
Exhibit 4.27 to our Current Report on
Form 8-K
dated March 24, 2004.
Note Purchase Agreement, dated as of March 24, 2004, among
JetBlue Airways Corporation, Wilmington Trust Company, in
its separate capacities as Pass Through Trustee, as
Subordination Agent, as Escrow Agent and as Paying
Agentincorporated by reference to Exhibit 4.28 to our
Current Report on
Form 8-K
dated March 24, 2004.
Form of Trust Indenture and Mortgage between JetBlue
Airways Corporation, as Owner, and Wilmington
Trust Company, as Mortgageeincorporated by reference
to Exhibit 4.29 to our Current Report on
Form 8-K
dated March 24, 2004.
Form of Participation Agreement among JetBlue Airways
Corporation, as Owner, and Wilmington Trust Company, in its
separate capacities as Mortgagee, as Pass Through Trustee and as
Subordination Agentincorporated by reference to
Exhibit 4.30 to our Current Report on
Form 8-K
dated March 24, 2004.
Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass
Through Certificate
Series 2004-2G-1-O,
with attached form of Escrow Receiptincorporated by
reference to Exhibit 4.1 to our Current Report on
Form 8-K
dated November 9, 2004.
Table of Contents
Form of Three-Month LIBOR plus 0.450% JetBlue Airways Pass
Through Certificate
Series 2004-2G-2-O,
with attached form of Escrow Receiptincorporated by
reference to Exhibit 4.2 to our Current Report on
Form 8-K
dated November 9, 2004.
Form of Three-Month LIBOR plus 3.100% JetBlue Airways Pass
Through Certificate
Series 2004-2C-O,
with attached form of Escrow Receiptincorporated by
reference to Exhibit 4.3 to our Current Report on
Form 8-K
dated November 9, 2004.
Pass Through Trust Agreement, dated as of November 15,
2004, between JetBlue Airways Corporation and Wilmington
Trust Company, as Pass Through Trustee, made with respect
to the formation of JetBlue Airways Pass Through Trust,
Series 2004-2G-1-O
and the issuance of Three-Month LIBOR plus 0.375% JetBlue
Airways Pass Through Trust,
Series 2004-2G-1-O,
Pass Through Certificatesincorporated by reference to
Exhibit 4.4 to our Current Report on
Form 8-K
dated November 9, 2004(3).
Revolving Credit Agreement
(2004-2G-1),
dated as of November 15, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-2G-1
Pass Through Trust, as Borrower, and Landesbank
Baden-Württemberg, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.5 to
our Current Report on
Form 8-K
dated November 9, 2004.
Revolving Credit Agreement
(2004-2G-2),
dated as of November 15, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-2G-2
Pass Through Trust, as Borrower, and Landesbank
Baden-Württemberg, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.6 to
our Current Report on
Form 8-K
dated November 9, 2004.
Revolving Credit Agreement
(2004-2C),
dated as of November 15, 2004, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee
for the JetBlue Airways
2004-2C
Pass
Through Trust, as Borrower, and Landesbank
Baden-Württemberg, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.7 to
our Current Report on
Form 8-K
dated November 9, 2004.
Deposit Agreement
(Class G-1),
dated as of November 15, 2004, between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New
York Branch, as Depositaryincorporated by reference to
Exhibit 4.8 to our Current Report on
Form 8-K
dated November 9, 2004.
Deposit Agreement
(Class G-2),
dated as of November 15, 2004, between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New
York Branch, as Depositaryincorporated by reference to
Exhibit 4.9 to our Current Report on
Form 8-K
dated November 9, 2004.
Deposit Agreement (Class C), dated as of November 15,
2004, between Wilmington Trust Company, as Escrow Agent,
and HSH Nordbank AG, New York Branch, as
Depositaryincorporated by reference to Exhibit 4.10
to our Current Report on
Form 8-K
dated November 9, 2004.
Escrow and Paying Agent Agreement
(Class G-1),
dated as of November 15, 2004, among Wilmington
Trust Company, as Escrow Agent, Morgan Stanley &
Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities
(USA) Inc. and J.P. Morgan Securities, Inc., as
Underwriters, Wilmington Trust Company, as Pass Through
Trustee for and on behalf of JetBlue Airways Corporation Pass
Through
Trust 2004-2G-2-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.11
to our Current Report on
Form 8-K
dated November 9, 2004.
Table of Contents
Escrow and Paying Agent Agreement
(Class G-2),
dated as of November 15, 2004, among Wilmington
Trust Company, as Escrow Agent, Morgan Stanley &
Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities
(USA) Inc. and J.P. Morgan Securities, Inc., as
Underwriters, Wilmington Trust Company, as Pass Through
Trustee for and on behalf of JetBlue Airways Corporation Pass
Through
Trust 2004-2G-2-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.12
to our Current Report on
Form 8-K
dated November 9, 2004.
Escrow and Paying Agent Agreement (Class C), dated as of
November 15, 2004, among Wilmington Trust Company, as
Escrow Agent, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and
J.P. Morgan Securities, Inc., as Underwriters, Wilmington
Trust Company, as Pass Through Trustee for and on behalf of
JetBlue Airways Corporation Pass Through
Trust 2004-2C-O,
as Pass Through Trustee, and Wilmington Trust Company, as
Paying Agentincorporated by reference to Exhibit 4.13
to our Current Report on
Form 8-K
dated November 9, 2004.
ISDA Master Agreement, dated as of November 15, 2004,
between Citibank, N.A., as Above Cap Liquidity Facility
Provider, and Wilmington Trust Company, as Subordination
Agent for the JetBlue Airways Corporation Pass Through
Trust 2004-2G-1-Oincorporated
by reference to Exhibit 4.14 to our Current Report on
Form 8-K
dated November 9, 2004(4).
Schedule to the ISDA Master Agreement, dated as of
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agent for the JetBlue Airways Corporation Pass
Through
Trust 2004-2G-1-Oincorporated
by reference to Exhibit 4.15 to our Current Report on
Form 8-K
dated November 9, 2004.
Schedule to the ISDA Master Agreement, dated as of
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agent for the JetBlue Airways Corporation Pass
Through
Trust 2004-2G-2-Oincorporated
by reference to Exhibit 4.16 to our Current Report on
Form 8-K
dated November 9, 2004.
Schedule to the ISDA Master Agreement, dated as of
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agent for the JetBlue Airways Corporation Pass
Through
Trust 2004-2C-Oincorporated
by reference to Exhibit 4.17 to our Current Report on
Form 8-K
dated November 9, 2004.
Class G-1
Above Cap Liquidity Facility Confirmation, dated
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agentincorporated by reference to
Exhibit 4.18 to our Current Report on
Form 8-K
dated November 9, 2004.
Class G-2
Above Cap Liquidity Facility Confirmation, dated
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agentincorporated by reference to
Exhibit 4.19 to our Current Report on
Form 8-K
dated November 9, 2004.
Class C Above Cap Liquidity Facility Confirmation, dated
November 15, 2004, between Citibank, N.A., as Above Cap
Liquidity Facility Provider, and Wilmington Trust Company,
as Subordination Agentincorporated by reference to
Exhibit 4.20 to our Current Report on
Form 8-K
dated November 9, 2004.
Insurance and Indemnity Agreement, dated as of November 15,
2004, among MBIA Insurance Corporation, as Policy Provider,
JetBlue Airways Corporation and Wilmington Trust Company,
as Subordination Agent and Trusteeincorporated by
reference to Exhibit 4.21 to our Current Report on
Form 8-K
dated November 9, 2004.
Table of Contents
MBIA Insurance Corporation Financial Guaranty Insurance Policy,
dated November 15, 2004, bearing Policy Number 45243 issued
to Wilmington Trust Company, as Subordination Agent for the
Class G-1
Certificatesincorporated by reference to Exhibit 4.22
to our Current Report on
Form 8-K
dated November 9, 2004.
MBIA Insurance Corporation Financial Guaranty Insurance Policy,
dated November 15, 2004, bearing Policy Number 45256 issued
to Wilmington Trust Company, as Subordination Agent for the
Class G-2
Certificatesincorporated by reference to Exhibit 4.23
to our Current Report on
Form 8-K
dated November 9, 2004.
Intercreditor Agreement, dated as of November 15, 2004,
among Wilmington Trust Company, as Pass Through Trustee,
Landesbank Baden-Württemberg, as Primary Liquidity
Provider, Citibank, N.A., as Above-Cap Liquidity Provider, MBIA
Insurance Corporation, as Policy Provider, and Wilmington
Trust Company, as Subordination Agentincorporated by
reference to Exhibit 4.24 to our Current Report on
Form 8-K
dated November 9, 2004.
Note Purchase Agreement, dated as of November 15, 2004,
among JetBlue Airways Corporation, Wilmington
Trust Company, in its separate capacities as Pass Through
Trustee, as Subordination Agent, as Escrow Agent and as Paying
Agentincorporated by reference to Exhibit 4.25 to our
Current Report on
Form 8-K
dated November 9, 2004.
Form of Trust Indenture and Mortgage between JetBlue
Airways Corporation, as Owner, and Wilmington
Trust Company, as Mortgageeincorporated by reference
to Exhibit 4.26 to our Current Report on
Form 8-K
dated November 9, 2004.
Form of Participation Agreement among JetBlue Airways
Corporation, as Owner, and Wilmington Trust Company, in its
separate capacities as Mortgagee, as Pass Through Trustee and as
Subordination Agentincorporated by reference to
Exhibit 4.27 to our Current Report on
Form 8-K
dated November 9, 2004.
Indenture, dated as of March 16, 2005, between JetBlue
Airways Corporation and Wilmington Trust Company, as
Trustee, relating to the Companys debt
securitiesincorporated by reference to Exhibit 4.1 to
our Current Report on
Form 8-K
dated March 10, 2005.
First Supplemental Indenture to the Indenture filed as
Exhibit 4.9 to this report, dated as of March 16,
2005, between JetBlue Airways Corporation and Wilmington
Trust Company, as Trustee, relating to the Companys
3
3
/
4
% Convertible
Debentures due 2035incorporated by reference to
Exhibit 4.2 to our Current Report on
Form 8-K
dated March 16, 2005.
Second Supplemental Indenture to the Indenture filed as
Exhibit 4.9 to this report, dated as of June 4, 2008,
between JetBlue Airways Corporation and Wilmington
Trust Company, as Trustee, relating to the Companys
5.5% Convertible Debentures due 2038incorporated by
reference to Exhibit 4.1 to our Current Report on
Form 8-K
dated June 5, 2008.
Third Supplemental Indenture to the Indenture filed as
Exhibit 4.9 to this report, dated as of June 4, 2008,
between JetBlue Airways Corporation and Wilmington
Trust Company, as Trustee, relating to the Companys
5.5% Convertible Debentures due 2038incorporated by
reference to Exhibit 4.2 to our Current Report on
Form 8-K
dated June 5, 2008.
Pass Through Trust Agreement, dated as of November 14,
2006, between JetBlue Airways Corporation and Wilmington
Trust Company, as Pass Through Trustee, made with respect
to the formation of JetBlue Airways (Spare Parts) G-1 Pass
Through Trust, and the issuance of Three-Month LIBOR plus 0.230%
JetBlue Airways (Spare Parts) G-1 Pass Through
Certificateincorporated by reference to Exhibit 4.1
to our Current Report on
Form 8-K
dated November 14, 2006.
Table of Contents
Pass Through Trust Agreement, dated as of November 14,
2006, between JetBlue Airways Corporation and Wilmington
Trust Company, as Pass Through Trustee, made with respect
to the formation of JetBlue Airways (Spare Parts) B-1 Pass
Through Trust, and the issuance of Three-Month LIBOR plus 2.875%
JetBlue Airways (Spare Parts) B-1 Pass Through
Certificateincorporated by reference to Exhibit 4.2
to our Current Report on
Form 8-K
dated November 14, 2006.
Revolving Credit Agreement, dated as of November 14, 2006,
between Wilmington Trust Company, as Subordination Agent,
as agent and trustee for the JetBlue Airways (Spare Parts) G-1
Pass Through Trust, as Borrower, and Landesbank
Hessen-Thüringen Girozentrale, as Primary Liquidity
Providerincorporated by reference to Exhibit 4.3 to
our Current Report on
Form 8-K
dated November 14, 2006.
ISDA Master Agreement, dated as of November 14, 2006,
between Morgan Stanley Capital Services Inc., as Above Cap
Liquidity Provider, and Wilmington Trust Company, as
Subordination Agent for the JetBlue Airways (Spare Parts) G-1
Pass Through Trustincorporated by reference to
Exhibit 4.4 to our Current Report on
Form 8-K
dated November 14, 2006.
Schedule to the ISDA Master Agreement, dated as of
November 14, 2006, between Morgan Stanley Capital Services
Inc., as Above Cap Liquidity Provider, and Wilmington
Trust Company, as Subordination Agent for the JetBlue
Airways (Spare parts) G-1 Pass Through Trustincorporated
by reference to Exhibit 4.5 to our Current Report on
Form 8-K
dated November 14, 2006.
Class G-1
Above Cap Liquidity Facility Confirmation, dated
November 14, 2006, between Morgan Stanley Capital Services
Inc., as Above Cap Liquidity Provider, and Wilmington
Trust Company, as Subordination Agentincorporated by
reference to Exhibit 4.6 to our Current Report on
Form 8-K
dated November 14, 2006.
Insurance and Indemnity Agreement, dated as of November 14,
2006, among MBIA Insurance Corporation, as Policy Provider,
JetBlue Airways Corporation and Wilmington Trust Company,
as Subordination Agent and Trusteeincorporated by
reference to Exhibit 4.7 to our Current Report on
Form 8-K
dated November 14, 2006.
Guarantee, dated as of November 14, 2006, by Morgan
Stanley, relating to the Above-Cap Liquidity
Facilityincorporated by reference to Exhibit 4.8 to
our Current Report on
Form 8-K
dated November 14, 2006.
MBIA Insurance Corporation Financial Guaranty Insurance Policy,
dated November 14, 2006, bearing Policy Number 487110
issued to Wilmington Trust Company, as Subordination Agent
for the
Class G-1
Certificatesincorporated by reference to Exhibit 4.9
to our Current Report on
Form 8-K
dated November 14, 2006.
Intercreditor Agreement, dated as of November 14, 2006,
among Wilmington Trust Company, as Pass Through Trustee,
Landesbank Hessen-Thüringen Girozentrale, as Primary
Liquidity Provider, Morgan Stanley Capital Services, Inc., as
Above-Cap Liquidity Provider, MBIA Insurance Corporation, as
Policy Provider, and Wilmington Trust Company, as
Subordination Agentincorporated by reference to
Exhibit 4.10 to our Current Report on
Form 8-K
dated November 14, 2006.
Note Purchase Agreement, dated as of November 14, 2006,
among JetBlue Airways Corporation, Wilmington
Trust Company, in its separate capacities as Pass Through
Trustee, as Subordination Agent and as
Mortgageeincorporated by reference to Exhibit 4.11 to
our Current Report on
Form 8-K
dated November 14, 2006.
Trust Indenture and Mortgage, dated November 14, 2006,
between JetBlue Airways Corporation, as Owner, and Wilmington
Trust Company, as Mortgageeincorporated by reference
to Exhibit 4.12 to our Current Report on
Form 8-K
dated November 14, 2006.
Table of Contents
Collateral Maintenance Agreement, dated as of November 14,
2006, among, JetBlue Airways Corporation, MBIA Insurance
Corporation, as Initial Policy Provider, Wilmington
Trust Company, as Mortgagee, and Additional Policy
Provider(s), if any, which may from time to time hereafter
become partiesincorporated by reference to
Exhibit 4.13 to our Current Report on
Form 8-K
dated November 14, 2006.
Reference Agency Agreement, dated November 14, 2006, among
JetBlue Airways Corporation, Wilmington Trust Company as
Subordination Agent and Mortgagee and Reference
Agentincorporated by reference to Exhibit 4.14 to our
Current Report on
Form 8-K
dated November 14, 2006.
Form of JetBlue Airways (Spare Parts) G-1 Pass Through
Certificate (included in Exhibit 4.10)incorporated by
reference to Exhibit 4.15 to our Current Report on
Form 8-K
dated November 14, 2006.
Form of JetBlue Airways (Spare Parts) B-1 Pass Through
Certificate (included in Exhibit 4.10(a))incorporated
by reference to Exhibit 4.16 to our Current Report on
Form 8-K
dated November 14, 2006.
Form of JetBlue Airways (Spare Parts) G-1 Equipment
Noteincorporated by reference to Exhibit 4.17 to our
Current Report on
Form 8-K
dated November 14, 2006.
Form of JetBlue Airways (Spare Parts) B-1 Equipment
Noteincorporated by reference to Exhibit 4.18 to our
Current Report on
Form 8-K
dated November 14, 2006.
Stock Purchase Agreement, dated as of December 13, 2007,
between JetBlue Airways Corporation and Deutsche Lufthansa
AGincorporated by reference to Exhibit 4.11 to our
Current Report on
Form 8-K
dated December 13, 2007.
Amendment No. 1, dated as of January 22, 2008, to the
Stock Purchase Agreement, dated as of December 13, 2007,
between JetBlue Airways Corporation and Deutsche Lufthansa
AGincorporated by reference to Exhibit 4.11(a) to our
Current Report on
Form 8-K
dated January 23, 2008.
Registration Rights Agreement, dated as of January 22,
2008, by and between JetBlue Airways Corporation and Deutsche
Lufthansa AGincorporated by reference to Exhibit 4.12
to our Current Report on
Form 8-K
dated January 23, 2008.
Supplement Agreement, dated as of May 27, 2008, between
JetBlue Airways Corporation and Deutsche Lufthansa
AGincorporated by reference to Exhibit 4.12 to our
Current Report on
Form 8-K
dated May 28, 2008.
Second Supplemental Indenture dated as of June 4, 2008
between JetBlue Airways Corporation and Wilmington
Trust Company, as Trusteeincorporated by reference to
Exhibit 4.1 to Current Report on
Form 8-K
filed on June 5, 2008.
Third Supplemental Indenture dated as of June 4, 2008
between JetBlue Airways Corporation and Wilmington
Trust Company, as Trusteeincorporated by reference to
Exhibit 4.2 to Current Report on
Form 8-K
filed on June 5, 2008.
Form of Global Debenture5.50% Convertible Debenture
due 2038 (Series A) (included as part of
Exhibit 4.1)incorporated by reference to
Exhibit 4.3 to Current Report on
Form 8-K
filed on June 5, 2008.
Form of Global Debenture5.50% Convertible Debenture
due 2038 (Series B) (included as part of
Exhibit 4.2)incorporated by reference to
Exhibit 4.4 to Current Report on
Form 8-K
filed on June 5, 2008.
Fourth Supplemental Indenture dated as of June 9, 2009
between JetBlue Airways Corporation and Wilmington Trust
Company, as Trusteeincorporated by reference to
Exhibit 4.1 to Current Report on
Form 8-K
filed on June 9, 2009.
Table of Contents
Fifth Supplemental Indenture dated as of June 9, 2009
between JetBlue Airways Corporation and Wilmington Trust
Company, as Trusteeincorporated by reference to
Exhibit 4.2 to Current Report on
Form 8-K
filed on June 9, 2009.
Form of Global Indenture6.75% Convertible Debenture due
2039 (Series A)incorporated by reference to
Exhibit 4.3 to Current Report on
Form 8-K
filed on June 9, 2009.
Form of Global Indenture6.75% Convertible Debenture due
2039 (Series B)incorporated by reference to
Exhibit 4.4 to Current Report on
Form 8-K
filed on June 9, 2009.
Airbus A320 Purchase Agreement dated as of April 20, 1999,
between AVSA, S.A.R.L. and JetBlue Airways Corporation,
including Amendments No. 1 through 11 and Letter Agreements
No. 1 through No. 10incorporated by reference to
Exhibit 10.1 to the Registration Statement on
Form S-1,
as amended (File
333-82576).
Amendment No. 12 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
April 19, 2002incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2002.
Amendment No. 13 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
November 22, 2002incorporated by reference to
Exhibit 10.3 to our Annual Report on
Form 10-K
for the year ended December 31, 2002.
Amendment No. 14 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
December 18, 2002incorporated by reference to
Exhibit 10.4 to our Annual Report on
Form 10-K
for the year ended December 31, 2002.
Amendment No. 15 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
February 10, 2003incorporated by reference to
Exhibit 10.5 to our Annual Report on
Form 10-K
for the year ended December 31, 2002.
Amendment No. 16 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
April 23, 2003incorporated by reference to
Exhibit 10.1 to our Current Report on
Form 8-K
dated June 30, 2003.
Amendment No. 17 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
October 1, 2003incorporated by reference to
Exhibit 10.7 to our Annual Report on
Form 10-K
for the year ended December 31, 2003.
Amendment No. 18 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
November 12, 2003incorporated by reference to
Exhibit 10.8 to our Annual Report on
Form 10-K
for the year ended December 31, 2003.
Amendment No. 19 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
June 4, 2004incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004.
Amendment No. 20 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
June 7, 2004incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004.
Amendment No. 21 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
November 19, 2004incorporated by reference to
Exhibit 10.1 to our Current Report on
Form 8-K
dated November 19, 2004.
Amendment No. 22 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
February 17, 2005incorporated by reference to
Exhibit 10.22(b) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Amendment No. 23 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
March 31, 2005incorporated by reference to
Exhibit 10.22(b) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Table of Contents
Amendment No. 24 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
July 21, 2005incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005.
Amendment No. 25 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
November 23, 2005incorporated by reference to
Exhibit 10.1(n) to our Annual Report on
Form 10-K
for the year ended December 31, 2005.
Amendment No. 26 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
February 27, 2006incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006.
Amendment No. 27 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
April 25, 2006incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006.
Amendment No. 28 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
July 6, 2006incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2006.
Amendment No. 29 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
December 1, 2006incorporated by reference to
Exhibit 10.22(b) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Amendment No. 30 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L., and JetBlue Airways Corporation, dated
March 26, 2007incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007.
Amendment No. 31 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
January 21, 2008incorporated by reference to
Exhibit 10.3 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008.
Amendment No. 32 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
May 23, 2008incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
Amendment No. 33 to Airbus A320 Purchase Agreement between
AVSA, S.A.R.L. and JetBlue Airways Corporation, dated
July 1, 2009incorporated by reference to
Exhibit 10.1(v) to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009.
Letter Agreement, dated April 23, 2003, between AVSA,
S.A.R.L. and JetBlue Airways Corporationincorporated by
reference to Exhibit 10.2 to our Current Report on
Form 8-K
dated June 30, 2003.
V2500 General Terms of Sale between IAE International Aero
Engines AG and NewAir Corporation, including Side Letters
No. 1 through No. 3 and No. 5 through
No. 9incorporated by reference to Exhibit 10.2
to the Registration Statement on
Form S-1,
as amended
(File No. 333-82576).
Side Letter No. 10 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
April 25, 2002incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2002.
Side Letter No. 11 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
February 10, 2003incorporated by reference to
Exhibit 10.8 to our Annual Report on
Form 10-K
for the year ended December 31, 2002.
Side Letter No. 12 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
March 24, 2003incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2003.
Table of Contents
Side Letter No. 13 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
April 23, 2003incorporated by reference to
Exhibit 10.3 to our Current Report on
Form 8-K
dated June 30, 2003.
Side Letter No. 14 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
October 3, 2003incorporated by reference to
Exhibit 10.15 to our Annual Report on
Form 10-K
for the year ended December 31, 2003.
Side Letter No. 15 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
November 10, 2003incorporated by reference to
Exhibit 10.16 to our Annual Report on
Form 10-K
for the year ended December 31, 2003.
Side Letter No. 16 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
February 20, 2004incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004.
Side Letter No. 17 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
June 11, 2004incorporated by reference to
Exhibit 10.3 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2004.
Side Letter No. 18 to V2500 General Terms of Sale between
IAE International Aero Engines AG and NewAir Corporation, dated
November 19, 2004incorporated by reference to
Exhibit 10.2 to our Current Report on
Form 8-K
dated November 19, 2004.
Side Letter No. 19 to V2500 General Terms of Sale between
IAE International Aero Engines AG and New Air Corporation, dated
July 21, 2005incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005.
Side Letter No. 20 to V2500 General Terms of Sale between
IAE International Aero Engines AG and New Air Corporation, dated
July 6, 2006incorporated by reference to
Exhibit 10.3 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006.
Side Letter No. 21 to V2500 General Terms of Sale between
IAE International Aero Engines AG and New Air Corporation, dated
January 30, 2007incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007.
Side Letter No. 22 to V2500 General Terms of Sale between
IAE International Aero Engines AG and New Air Corporation, dated
March 27, 2007incorporated by reference to
Exhibit 10.3 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007.
Side Letter No. 23 to V2500 General Terms of Sale between
IAE International Aero Engines AG and New Air Corporation, dated
December 18, 2007incorporated by reference to
Exhibit 10.3(n) to our Annual Report on
Form 10-K,
as amended, for the year ended December 31, 2007.
Side Letter No. 24 to V2500 General Terms of Sale between
IAE International Aero Engines and New Air Corporation, dated
April 2, 2008incorporated by reference to
Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
Side Letter No. 25 to V2500 General Terms of Sale between
IAE International Aero Engines and New Air Corporation, dated
May 27, 2008incorporated by reference to
Exhibit 10.3 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
Side Letter No. 26 to V2500 General Terms of Sale between
IAE International Aero Engines and New Air Corporation, dated
January 27, 2009incorporated by reference to
Exhibit 10.39 to our Quarterly Report on Form
10-Q
for the
quarter ended March 31, 2009.
Side Letter No. 27 to V2500 General Terms of Sale between
IAE International Aero Engines and New Air Corporation, dated
June 5, 2009incorporated by reference to Exhibit
10.3R to our Quarterly Report on Form
10-Q
for the
quarter ended June 30, 2009.
Table of Contents
Amendment and Restated Agreement between JetBlue Airways
Corporation and LiveTV, LLC, dated as of December 17, 2001,
including Amendments No. 1, No. 2 and
3incorporated by reference to Exhibit 10.4 to the
Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
GDL Patent License Agreement between Harris Corporation and
LiveTV, LLC, dated as of September 2,
2002incorporated by reference to Exhibit 10.1 to our
Quarterly Report on
Form 10-Q
for quarter ended September 30, 2002.
Agreement between John Owen and JetBlue Airways Corporation,
dated March 6, 2007incorporated by reference to
Exhibit 10.10 to our Annual Report on
Form 10-K
for the year ended December 31, 2007.
1999 Stock Option/Stock Issuance Planincorporated by
reference to Exhibit 10.16 to the Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
Amended and Restated Crewmember Stock Purchase Plan, dated
April 2, 2007incorporated by reference to
Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2007.
2002 Crewmember Stock Purchase Planincorporated by
reference to Exhibit 10.18 to the Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
JetBlue Airways Corporation 401(k) Retirement Plan, amended and
restated as of January 1, 2009.
Form of Director/Officer Indemnification
Agreementincorporated by reference to Exhibit 10.20
to the Registration Statement on
Form S-1,
as amended (File
No. 333-82576)
and referenced as Exhibit 10.19 in our Current Report on
Form 8-K
dated February 12, 2008.
Form of Letter Agreement between JetBlue Airways Corporation,
the Weston Presidio Funds and Quantum Industrial Partners
LDCincorporated by reference to Exhibit 10.21 to the
Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
EMBRAER-190 Purchase Agreement DCT-025/2003, dated June 9,
2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and
JetBlue Airways Corporation incorporated by reference
to Exhibit 10.4 to our Current Report on
Form 8-K
dated June 30, 2003.
Amendment No. 1 to Purchase Agreement DCT-025/2003, dated
as of July 8, 2005, between Embraer-Empresa Brasileria de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.3
to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005.
Amendment No. 2 to Purchase Agreement DCT-025/2003, dated
as of January 5, 2006, between Embraer-Empresa Brasileria
de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.22(b) to our Annual Report on
Form 10-K
for the year ended December 31, 2005.
Amendment No. 3 to Purchase Agreement DCT-025/2003, dated
as of December 4, 2006, between Embraer-Empresa Brasileria
de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.21( c) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Amendment No. 4 to Purchase Agreement DCT-025/2003, dated
as of October 17, 2007, between Embraer-Empresa Brasileria
de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.17(d) to our Annual Report on
Form 10-K
for the year ended December 31, 2007.
Amendment No. 5 to Purchase Agreement DCT-025/2003, dated
as of July 18, 2008, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.1
to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008.
Table of Contents
Amendment No. 6 to Purchase Agreement DCT-025/2003, dated
as of February 17, 2009, between Embraer-Empresa Brasileira
de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.17(f) to our Quarterly Report on Form
10-Q
for the
quarter ended March 31, 2009.
Amendment No. 7 to Purchase Agreement DCT-025/2003, dated
as of December 14, 2009, between Embraer-Empresa Brasileira
de Aeronautica S.A. and JetBlue Airways Corporation.
Letter Agreement DCT-026/2003, dated June 9, 2003, between
Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue
Airways Corporationincorporated by reference to
Exhibit 10.5 to our Current Report on
Form 8-K
dated June 30, 2003.
Amendment No. 1, dated as of July 8, 2005, to Letter
Agreement DCT-026/2003, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.4
to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005.
Amendment No. 2, dated as of January 5, 2006, to
Letter Agreement DCT-026/2003, between Embraer-Empresa
Brasileira de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.22(b) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Amendment No. 3, dated as of December 4, 2006, to
Letter Agreement DCT-026/2003, between Embraer-Empresa
Brasileira de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.22( c) to our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Amendment No. 4, dated as of October 17, 2007, to
Letter Agreement DCT-026/2003, between Embraer-Empresa
Brasileria de Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.18(d) to our Annual Report on
Form 10-K
for the year ended December 31, 2007.
Amendment No. 5 to Letter Agreement DCT-026/2003, dated as
of March 6, 2008, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.2
to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008.
Amendment No. 6 to Letter Agreement DCT-026/2003, dated as
of July 18, 2008, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.3
to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008.
Amendment No. 7 to Letter Agreement DCT-026/2003, dated as
of February 17, 2009, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways
Corporationincorporated by reference to
Exhibit 10.18(g) to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2009.
Amendment No. 8 to Letter Agreement DCT-026/2003, dated as
of December 14, 2009, between Embraer-Empresa Brasileira de
Aeronautica S.A. and JetBlue Airways Corporation.
Agreement of Lease (Port Authority Lease
No. AYD-265),
dated as of November 1, 2002, between The Port Authority of
New York and New Jersey and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.1
to our Current Report on
Form 8-K
dated March 24, 2004.
Agreement of Lease (Port Authority Lease
No. AYD-350),
dated November 22, 2005, between The Port Authority of New
York and New Jersey and JetBlue Airways
Corporationincorporated by reference to Exhibit 10.30
to our Annual Report on
Form 10-K
for the year ended December 31, 2005.
Amended and Restated 2002 Stock Incentive Plan, dated
November 7, 2007, and form of award agreement.
Table of Contents
JetBlue Airways Corporation Executive Change in Control
Severance Plan, dated as of June 28, 2007incorporated
by reference to Exhibit 10.1 to our Current Report on
Form 8-K,
dated June 28, 2007.
Employment Agreement, dated February 11, 2008, between
JetBlue Airways Corporation and David Bargerincorporated
by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008.
Amendment to Employment Agreement, dated July 8, 2009,
between JetBlue Airways Corporation and David Barger.
Employment Agreement, dated February 11, 2008, between
JetBlue Airways Corporation and Russell Chewincorporated
by reference to Exhibit 10.2 to our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008.
Agreement and General Release, dated November 10, 2009,
between JetBlue Airways Corporation and Russell Chew.
Share Lending Agreement, dated as of May 29, 2008 between
JetBlue Airways Corporation and Morgan Stanley Capital Services,
Inc.incorporated by reference to Exhibit 10.1 to our
Current Report on
Form 8-K
filed on May 30, 2008.
Pledge and Escrow Agreement (Series A Debentures) dated as
of June 4, 2008 among JetBlue Airways Corporation,
Wilmington Trust Company, as Trustee, and Wilmington
Trust Company, as Escrow Agentincorporated by
reference to Exhibit 10.1 to our Current Report on
Form 8-K
filed on June 5, 2008.
Pledge and Escrow Agreement (Series B Debentures) dated as
of June 4, 2008 among JetBlue Airways Corporation,
Wilmington Trust Company, as Trustee, and Wilmington
Trust Company, as Escrow Agentincorporated by
reference to Exhibit 10.2 to our Current Report on
Form 8-K
filed on June 5, 2008.
Option Letter Agreement, dated as of June 3, 2009, between
JetBlue Airways Corporation and Deutsche
Lufthansa AGincorporated by reference to
Exhibit 10.1 to our Current Report on
Form 8-K
dated June 4, 2009.
Computation of Ratio of Earnings to Fixed Charges.
List of Subsidiaries.
Consent of Ernst & Young LLP.
Rule 13a-14(a)/15d-14(a)
Certification of the Chief Executive Officer, furnished herewith.
Rule 13a-14(a)/15d-14(a)
Certification of the Chief Financial Officer, furnished herewith.
Section 1350 Certifications.
Letter of Approval from the City of Long Beach Department of
Public Works, dated May 22, 2001, approving City Council
Resolution C-27843 regarding Flight Slot Allocation at Long
Beach Municipal Airportincorporated by reference to
Exhibit 99.2 to the Registration Statement on
Form S-1,
as amended (File
No. 333-82576).
*
Compensatory plans in which the directors and executive officers
of JetBlue participate.
**
Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission pursuant to a Confidential Treatment
Request filed with and approved by the Commission.
***
Pursuant to 17 CFR 240.24b-2, confidential information
has been omitted and has been filed separately with the
Securities and Exchange Commission pursuant to a Confidential
Treatment Request filed with the Commission
Table of Contents
(1)
Documents substantially identical in all material respects to
the document filed as Exhibit 4.4 to our Current Report on
Form 8-K
dated March 24, 2004 (which exhibit relates to formation of
JetBlue Airways Pass Through Trust,
Series 2004-1G-1-O
and the issuance of Three-Month LIBOR plus 0.375% JetBlue
Airways Pass Through Trust,
Series 2004-1G-1-O,
Pass Through Certificates) have been entered into with respect
to formation of each of JetBlue Airways Pass Through Trusts,
Series 2004-1G-2-O
and
Series 2004-1C-O
and the issuance of each of Three-Month LIBOR plus 0.420%
JetBlue Airways Pass Through Trust,
Series 2004-1G-2-O
and Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through
Trust,
Series 2004-1C-O.
Pursuant to Instruction 2 of Item 601 of
Regulation S-K,
Exhibit 99.1, incorporated by reference to our Current Report on
Form 8-K
dated March 24, 2004, sets forth the terms by which such
substantially identical documents differ from
Exhibit 4.7(c).
(2)
Documents substantially identical in all material respects to
the document filed as Exhibit 4.14 our Current Report on
Form 8-K
dated March 24, 2004 (which exhibit relates to an above-cap
liquidity facility provided on behalf of the JetBlue Airways
Corporation Pass Through
Trust 2004-1G-1-O)
have been entered into with respect to the above-cap liquidity
facilities provided on behalf of the JetBlue Airways Corporation
Pass Through
Trust 2004-1G-2-O
and the JetBlue Airways Corporation Pass Through
Trust 2004-1C-O.
Pursuant to Instruction 2 of Item 601 of
Regulation S-K,
Exhibit 99.2, incorporated by reference to our Current
Report on
Form 8-K
dated March 24, 2004, sets forth the terms by which such
substantially identical documents differ from
Exhibit 4.7(m).
(3)
Documents substantially identical in all material respects to
the document filed as Exhibit 4.4 to our Current Report on
Form 8-K
dated November 9, 2004 (which exhibit relates to formation
of JetBlue Airways Pass Through Trust,
Series 2004-2G-1-O
and the issuance of Three-Month LIBOR plus 0.375% JetBlue
Airways Pass Through Trust,
Series 2004-2G-1-O,
Pass Through Certificates) have been entered into with respect
to formation of each of the JetBlue Airways Pass Through Trusts,
Series 2004-2G-2-O
and Series
2004-2C-O
and the issuance of each of Three-Month LIBOR plus 0.450%
JetBlue Airways Pass Through Trust,
Series 2004-2G-2-O
and Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through
Trust,
Series 2004-2C-O.
Pursuant to Instruction 2 of Item 601 of
Regulation S-K,
Exhibit 99.1, incorporated by reference to our Current
Report on
Form 8-K
dated November 9, 2004, sets forth the terms by which such
substantially identical documents differ from
Exhibit 4.8(c).
(4)
Documents substantially identical in all material respects to
the document filed as Exhibit 4.14 to our Current Report on
Form 8-K
dated November 9, 2004 (which exhibit relates to an
above-cap liquidity facility provided on behalf of the JetBlue
Airways Corporation Pass Through
Trust 2004-2G-1-O)
have been entered into with respect to the above-cap liquidity
facilities provided on behalf of the JetBlue Airways Corporation
Pass Through Trust
2004-2G-2-O
and the JetBlue Airways Corporation Pass Through Trust
2004-2C-O.
Pursuant to Instruction 2 of Item 601 of
Regulation S-K,
Exhibit 99.2, incorporated by reference to our Current
Report on
Form 8-K
dated November 9, 2004, sets forth the terms by which such
substantially identical documents differ from
Exhibit 4.8(m).
99
Table of Contents
S-1
Table of Contents
Additions
Balance at
Charged to
Charged to
beginning of
Costs and
Other
Balance at end
Description
period
Expenses
Accounts
Deductions
of period
$
5,155
$
2,099
$
$
1,594
(1)
$
5,660
4,184
830
1,641
(3)
3,373
25,579
948
24,631
$
2,237
$
6,090
$
$
3,172
(1)
$
5,155
2,358
1,826
4,184
3,078
22,501
25,579
$
1,608
$
1,659
$
$
1,030
(1)
$
2,237
1,667
691
2,358
2,796
259
23
(2)
3,078
(1)
Uncollectible accounts written off, net of recoveries.
(2)
Attributable to deferred tax assets, the benefit of which was
recorded to equity.
(3)
Inventory scrapped.
S-2
SECRETARY | ||||
1. | CHANGE IN THE AIRCRAFT CONFIGURATION |
2. | AIRCRAFT PRICES |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment No. 7 to Purchase Agreement DCT-025/2003 | Page 1 of 5 |
Aircraft # | Basic Price ([***]) | |
1 to 3 | US$ [***] | |
4 | US$ [***] | |
7 | US$ [***] | |
5, 6 and 8 to 12 | US$ [***] | |
13 to 24 | US$ [***] | |
25 | US$ [***] | |
26 | US$ [***] | |
27 | US$ [***] | |
28 to 30 | US$ [***] | |
31 to 34 | US$ [***] | |
35 to 39, 42 and 43 | US$ [***] | |
45 and 50 | US$ [***] | |
51 to 106 | US$ [***] | |
Exercised Option
[***] |
US$ [***] |
3.2 | Aircraft price for Option Aircraft: Due to the changes in the Aircraft configuration, Article 21.1 of the Purchase Agreement shall be deleted and replaced as follows: | |
21.1 The unit basic price of the Option Aircraft (the Option Aircraft Basic Price) is indicated in the table below, provided that the Option Aircraft is in the configuration described in Attachment A, otherwise adjustments shall be done for any additions and/or deletions of equipment and/or provisioning as may be agreed to by Buyer and Embraer from time to time. |
Option Aircraft # | Option Aircraft Basic Price ([***]) | |
All | US$ [***] |
3. | DELIVERY |
Aircraft | Delivery | Aircraft | Delivery | Aircraft | Delivery | Aircraft | Delivery | |||||||
# | Month** | # | Month** | # | Month** | # | Month** | |||||||
1 | [***]-05 | 27 | [***]-07 | 53 | [***]-11 | 79 | [***]-15 | |||||||
2 | [***]-05 | 28 | [***]-07 | 54 | [***] -12 | 80 | [***]-15 | |||||||
3 | [***]-05 | 29 | [***]-07 | 55 | [***] -12 | 81 | [***] -16 | |||||||
4 | [***]-05 | 30 | [***]-07 | 56 | [***] -12 | 82 | [***] -16 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment No. 7 to Purchase Agreement DCT-025/2003 | Page 2 of 5 |
Aircraft | Delivery | Aircraft | Delivery | Aircraft | Delivery | Aircraft | Delivery | |||||||
# | Month** | # | Month** | # | Month** | # | Month** | |||||||
5 | [***]-05 | 31 | [***] -08 | 57 | [***] -12 | 83 | [***] -16 | |||||||
6 | [***]-05 | 32 | [***] -08 | 58 | [***] -12 | 84 | [***] -16 | |||||||
7 | [***]-05 | 33 | [***] -08 | 59 | [***] -12 | 85 | [***] -16 | |||||||
8 | [***]-05 | 34 | [***] -08 | 60 | [***]-13 | 86 | [***] -16 | |||||||
9 | [***] -06 | 35 | [***] -08 | 61 | [***]-13 | 87 | [***] -16 | |||||||
10 | [***] -06 | 36 | [***] -08 | 62 | [***]-13 | 88 | [***] -16 | |||||||
11 | [***] -06 | 37 | [***]-09 | 63 | [***]-13 | 89 | [***]-17 | |||||||
12 | [***] -06 | 38 | [***]-09 | 64 | [***]-13 | 90 | [***]-17 | |||||||
13 | [***] -06 | 39 | [***]-09 | 65 | [***]-13 | 91 | [***]-17 | |||||||
14 | [***] -06 | 40[***] | [***]-09 | 66 | [***]-13 | 92 | [***]-17 | |||||||
15 | [***] -06 | 41[***] | [***]-09 | 67 | [***] -14 | 93 | [***]-17 | |||||||
16 | [***] -06 | 42 | [***]-09 | 68 | [***] -14 | 94 | [***]-17 | |||||||
17 | [***] -06 | 43 | [***]-09 | 69 | [***] -14 | 95 | [***]-17 | |||||||
18 | [***] -06 | 44[***] | [***]-09 | 70 | [***] -14 | 96 | [***]-17 | |||||||
19 | [***] -06 | 45 | [***] -10 | 71 | [***] -14 | 97 | [***] -18 | |||||||
20 | [***] -06 | 46 | [***] -10 | 72 | [***] -14 | 98 | [***] -18 | |||||||
21 | [***] -06 | 47 | [***] -10 | 73 | [***] -14 | 99 | [***] -18 | |||||||
22 | [***] -06 | 48 | [***] -10 | 74 | [***]-15 | 100 | [***] -18 | |||||||
23 | [***] -06 | 49 | [***]-11 | 75 | [***]-15 | 101 | [***] -18 | |||||||
24 | [***]-07 | 50 | [***]-11 | 76 | [***]-15 | 102 | [***] -18 | |||||||
25 | [***]-07 | 51 | [***]-11 | 77 | [***]-15 | 103 | [***] -18 | |||||||
26 | [***]-07 | 52 | [***]-11 | 78 | [***]-15 | 104 | [***] -18 |
4. | OPTION AIRCRAFT |
Group # | Option Aircraft # | Delivery Month | Group # | Option Aircraft # | Delivery Month | |||||
|
[***] | [***]-11 | [***] | [***] | [***]-15 | |||||
[***]
|
[***] | [***]-11 | [***] | [***]-15 | ||||||
|
[***] | [***]-11 | [***] | [***]-15 | ||||||
|
[***] | [***]-11 | [***] | [***] | [***]-15 | |||||
[***]
|
[***] | [***]-11 | [***] | [***]-15 | ||||||
|
[***] | [***]-11 | [***] | [***]-15 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment No. 7 to Purchase Agreement DCT-025/2003 | Page 3 of 5 |
Group # | Option Aircraft # | Delivery Month | Group # | Option Aircraft # | Delivery Month | |||||
|
[***] | [***]-11 | [***] | [***] | [***]-15 | |||||
[***]
|
[***] | [***]-12 | [***] | [***]-15 | ||||||
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-12 | [***] | [***] | [***]-16 | |||||
[***]
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-12 | [***] | [***] | [***]-16 | |||||
[***]
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-12 | [***] | [***] | [***]-16 | |||||
[***]
|
[***] | [***]-12 | [***] | [***]-16 | ||||||
|
[***] | [***]-13 | [***] | [***]-16 | ||||||
|
[***] | [***]-13 | [***] | [***] | [***]-17 | |||||
[***]
|
[***] | [***]-13 | [***] | [***]-17 | ||||||
|
[***] | [***]-13 | [***] | [***]-17 | ||||||
|
[***] | [***]-13 | [***] | [***] | [***]-17 | |||||
[***]
|
[***] | [***]-13 | [***] | [***]17 | ||||||
|
[***] | [***]-13 | [***] | [***]-17 | ||||||
|
[***] | [***]-13 | [***] | [***] | [***]-17 | |||||
[***]
|
[***] | [***]-13 | [***] | [***]-17 | ||||||
|
[***] | [***]-13 | [***] | [***]-17 | ||||||
|
[***] | [***]-14 | [***] | [***] | [***]-17 | |||||
[***]
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***] | [***]-18 | |||||
[***]
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***] | [***]-18 | |||||
[***]
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***]-18 | ||||||
|
[***] | [***]-14 | [***] | [***] | [***]-18 | |||||
[***]
|
[***] | [***]-15 | [***] | [***]-18 | ||||||
|
[***] | [***]-15 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment No. 7 to Purchase Agreement DCT-025/2003 | Page 4 of 5 |
Embraer Empresa Brasileira | JetBlue Airways Corporation | |||||||
de Aeronáutica S.A. | ||||||||
|
||||||||
By
|
: /s/ Mauro Kern Junior | By | : /s/ Mark D. Powers | |||||
|
||||||||
Name
|
: Mauro Kern Junior | Name | : Mark D. Powers | |||||
|
||||||||
Title
|
: Executive Vice President | Title | : SVP Treasurer | |||||
|
||||||||
|
Airline Market | |||||||
|
||||||||
By
|
: /s/ Eduardo Munhos de Campos | |||||||
|
||||||||
Name
|
: Eduardo Munhos de Campos | |||||||
|
||||||||
Title
|
: Vice-President Contracts | |||||||
|
||||||||
|
Airline Market | |||||||
|
||||||||
Date
|
: | Date | : 12/14/09 | |||||
|
||||||||
Place
|
: | Place | : Forest Hills, NY | |||||
|
||||||||
|
||||||||
Witness
|
: /s/ Sandra Boelter de Bestos | Witness | : /s/ James Ferri | |||||
|
||||||||
Name
|
: Sandra Boelter de Bestos | Name | : James Ferri | |||||
|
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment No. 7 to Purchase Agreement DCT-025/2003 | Page 5 of 5 |
1. | Changes to Article 7 of Letter Agreement |
2. | Special concession |
3. | [***] |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment N o 8 to the LA DCT-026/2003 | Page 1 of 2 |
Embraer Empresa Brasileira | JetBlue Airways Corporation | |||||||
de Aeronáutica S.A. | ||||||||
|
||||||||
By
|
: /s/ Mauro Kern Junior | By | : /s/ Mark D. Powers | |||||
|
||||||||
Name
|
: Mauro Kern Junior | Name | : Mark D. Powers | |||||
|
||||||||
Title
|
: Executive Vice President | Title | :SVP Treasurer | |||||
|
||||||||
|
Airline Market | |||||||
|
||||||||
By
|
: /s/ Eduardo Munhos de Campos | |||||||
|
||||||||
Name
|
: Eduardo Munhos de Campos | |||||||
|
||||||||
Title
|
: Vice-President Contracts | |||||||
|
||||||||
|
Airline Market | |||||||
|
||||||||
Date:
|
Date | : 12/14/09 | ||||||
|
||||||||
Place
|
: | Place | : Forest Hills, NY | |||||
|
||||||||
|
||||||||
Witness
|
: /s/ Sandra Boelter de Bestos | Witness | : /s/ James Ferri | |||||
|
||||||||
Name
|
: Sandra Boelter de Bestos | Name | : James Ferri | |||||
|
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Amendment N o 8 to the LA DCT-026/2003 | Page 2 of 2 |
1. | The Term of Employment described in Section 2 of the Employment Agreement is hereby amended to be that period beginning on the Effective Date of the Employment Agreement and ending on February 11, 2013, unless sooner terminated in accordance with the terms of the Employment Agreement. | ||
2. | In connection with the execution of this Amendment, the Company shall grant to Executive restricted stock units with a fair market value on the date of grant of $250,000.00. These units shall be issued on August 20, 2009, which is the Companys next regularly scheduled grant date. These units shall be issued in accordance with the terms and conditions of the Companys Amended and Restated 2002 Stock Incentive Plan. These units shall vest in three tranches, one third per year commencing on the first anniversary of the grant date in 2010. | ||
3. | Mr. Bargers Base Salary shall be increased to $600,000.00 per year, retroactively effective to February 1, 2009, the effective date for the Companys annual compensation increases for 2009. |
1
4. | Paragraph 3(b) of the Employment Agreement shall be amended in its entirety to read as follows: Bonus . For each fiscal year during the Term, the Executive shall be eligible to receive an annual incentive bonus (the Bonus ) as provided by the Company to its senior executives in accordance with the terms then in place, which, at the time of the execution of this Agreement, is a target of 50% and a maximum of 100% of the Executives Base Salary; provided , however , that the actual amount of the Bonus shall be determined by the Compensation Committee in its sole and absolute discretion. The Bonus shall be paid at the same time bonuses are paid to other senior executives, but in no event later than March 15 th of the year following the fiscal year to which the Bonus relates. If Executives employment terminates without Cause after the conclusion of a performance year but before March 15 of the subsequent year, Executive shall be eligible to be paid a Bonus as determined by the Company for the completed performance year. Except as provided in the preceding sentence, the Executive must remain continuously employed by the Company through the date on which the Bonus is paid to be eligible to receive such Bonus. |
JetBlue Airways Corporation
|
||||
By: | /s/ | |||
ACCEPTED AND AGREED TO:
|
||||
/s/ | ||||
Dave Barger | ||||
2
1
2
3
4
5
ACCEPTED AND AGREED:
Date: , 2009 RUSSELL CHEW |
JETBLUE AIRWAYS CORPORATION |
|||
|
||||
By: | ||||
Title: | ||||
6
7
8
ACCEPTED AND AGREED:
Date: , 2010 RUSSELL CHEW |
JETBLUE AIRWAYS CORPORATION |
|||
|
||||
By: | ||||
Title: | ||||
9
Year Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income (loss) before income taxes
|
$ | 99 | $ | (90 | ) | $ | 31 | $ | (1 | ) | $ | (31 | ) | |||||||
Less: capitalized interest
|
(7 | ) | (48 | ) | (43 | ) | (27 | ) | (16 | ) | ||||||||||
Add:
|
||||||||||||||||||||
Fixed charges
|
297 | 354 | 342 | 273 | 179 | |||||||||||||||
Amortization of capitalized interest
|
2 | 2 | 1 | 1 | 1 | |||||||||||||||
|
||||||||||||||||||||
Total earnings
|
$ | 391 | $ | 218 | $ | 331 | $ | 246 | $ | 133 | ||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$ | 190 | $ | 228 | $ | 230 | $ | 178 | $ | 111 | ||||||||||
Amortization of debt costs
|
7 | 14 | 5 | 5 | 3 | |||||||||||||||
Rent expense representative of interest
|
100 | 112 | 107 | 90 | 65 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 297 | $ | 354 | $ | 342 | $ | 273 | $ | 179 | ||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges (1)
|
1.32 | | | | | |||||||||||||||
|
(1) | Earnings were inadequate to cover fixed charges by $136 million, $11 million, $27 million, and $46 million for the years ended December 31, 2008, 2007, 2006 and 2005, respectively. |
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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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 registrants 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 registrants internal control over financial reporting. |
/s/
David Barger
|
||
|
||
Chief Executive Officer
|
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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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 registrants 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 registrants internal control over financial reporting. |
/s/
Edward Barnes
|
|||
|
|||
Executive Vice President
and Chief Financial Officer
|
Date:
February 5, 2010
|
By: | /s/ David Barger | ||
|
||||
|
David Barger
Chief Executive Officer |
|||
|
||||
Date:
February 5, 2010
|
By: | /s/ Edward Barnes | ||
|
||||
|
Edward Barnes | |||
|
Executive Vice President and | |||
|
Chief Financial Officer |