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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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000-49728
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87-0617894
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(State of Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page #’s
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EX-10.17(m)
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EX-12.1
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EX-31.1
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EX-31.2
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EX-32
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2012
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2011
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2012
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2011
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||||||||
OPERATING REVENUES
|
|
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||||||||
Passenger
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$
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1,194
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$
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1,087
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|
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$
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3,461
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$
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3,039
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Other
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114
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108
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327
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319
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||||||
Total operating revenues
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1,308
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1,195
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3,788
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3,358
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||||||
OPERATING EXPENSES
|
|
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|
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||||||||
Aircraft fuel and related taxes
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481
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454
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1,364
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1,246
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||||||
Salaries, wages and benefits
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262
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236
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782
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|
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706
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||||||
Landing fees and other rents
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73
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65
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211
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|
|
185
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||||||
Depreciation and amortization
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66
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|
57
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190
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|
|
171
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|
||||||
Aircraft rent
|
32
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32
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|
98
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|
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102
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||||||
Sales and marketing
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51
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49
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152
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|
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145
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||||||
Maintenance materials and repairs
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85
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59
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258
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165
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||||||
Other operating expenses
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145
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135
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|
401
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399
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||||||
Total operating expenses
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1,195
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1,087
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3,456
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3,119
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||||||
OPERATING INCOME
|
113
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|
108
|
|
332
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|
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239
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||||||
OTHER INCOME (EXPENSE)
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||||||||
Interest expense
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(44)
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(45)
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(133
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)
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(133
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)
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||||||
Capitalized interest
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2
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1
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6
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|
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3
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||||||
Interest income and other
|
2
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(8)
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3
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(4
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)
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||||||
Total other income (expense)
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(40)
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(52)
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(124
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)
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(134
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)
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||||||
INCOME BEFORE INCOME TAXES
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73
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|
56
|
|
208
|
|
|
105
|
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||||||
Income tax expense
|
28
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|
21
|
|
81
|
|
|
42
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||||||
NET INCOME
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$
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45
|
|
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$
|
35
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$
|
127
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|
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$
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63
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EARNINGS PER COMMON SHARE:
|
|
|
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||||||||
Basic
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$
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0.16
|
|
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$
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0.12
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$
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0.45
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$
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0.23
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Diluted
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$
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0.14
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$
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0.11
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$
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0.39
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$
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0.21
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Three Months Ended September 30,
|
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Nine Months Ended September 30,
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||||||||||||
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2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income
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$
|
45
|
|
|
$
|
35
|
|
|
$
|
127
|
|
|
$
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63
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings
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15
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(21
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)
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7
|
|
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(24
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)
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||||
Total other comprehensive income (loss)
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15
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(21
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)
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7
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(24
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)
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||||
Comprehensive income
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$
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60
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$
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14
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$
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134
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|
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$
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39
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
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|||||||
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Nine Months Ended September 30,
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||||||
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2012
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|
2011
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
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|
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|
||||
Net income
|
$
|
127
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|
|
$
|
63
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred income taxes
|
79
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|
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42
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|
||
Depreciation
|
170
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|
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156
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|
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Amortization
|
28
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25
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Stock-based compensation
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10
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10
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Gain on sale of assets, debt extinguishment, and customer contract termination
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(20
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)
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—
|
|
||
Collateral (paid) returned for derivative instruments
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4
|
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(1
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)
|
||
Changes in certain operating assets and liabilities
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128
|
|
|
157
|
|
||
Other, net
|
15
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|
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48
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|
||
Net cash provided by operating activities
|
541
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|
500
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CASH FLOWS FROM INVESTING ACTIVITIES
|
|
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|
||||
Capital expenditures
|
(356
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)
|
|
(312
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)
|
||
Predelivery deposits for flight equipment
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(61
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)
|
|
(43
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)
|
||
Proceeds from the sale of assets
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46
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|
|
—
|
|
||
Purchase of available-for-sale securities
|
(412
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)
|
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(384
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)
|
||
Sale of available-for-sale securities
|
353
|
|
|
263
|
|
||
Purchase of held-to-maturity investments
|
(353
|
)
|
|
(300
|
)
|
||
Proceeds from the maturities of held-to-maturity investments
|
323
|
|
|
432
|
|
||
Other, net
|
12
|
|
|
(1
|
)
|
||
Net cash used in investing activities
|
(448
|
)
|
|
(345
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from:
|
|
|
|
||||
Issuance of common stock
|
6
|
|
|
5
|
|
||
Issuance of long-term debt
|
131
|
|
|
190
|
|
||
Short-term borrowings and lines of credit
|
175
|
|
|
—
|
|
||
Repayment of long-term debt and capital lease obligations
|
(311
|
)
|
|
(173
|
)
|
||
Repayment of short-term borrowings and lines of credit
|
(211
|
)
|
|
—
|
|
||
Other, net
|
(14
|
)
|
|
(10
|
)
|
||
Net cash provided by (used in) financing activities
|
(224
|
)
|
|
12
|
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(131
|
)
|
|
167
|
|
||
Cash and cash equivalents at beginning of period
|
673
|
|
|
465
|
|
||
Cash and cash equivalents at end of period
|
$
|
542
|
|
|
$
|
632
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|
|
September 30,
2012 |
|
December 31,
2011 |
||||
Available-for-sale securities
|
|
|
|
||||
Time deposits
|
$
|
65
|
|
|
$
|
70
|
|
Commercial paper
|
174
|
|
|
183
|
|
||
|
239
|
|
|
253
|
|
||
Held-to-maturity securities
|
|
|
|
||||
Corporate bonds
|
336
|
|
|
313
|
|
||
Government bonds
|
40
|
|
|
25
|
|
||
Time Deposits
|
57
|
|
|
—
|
|
||
|
433
|
|
|
338
|
|
||
Total
|
$
|
672
|
|
|
$
|
591
|
|
|
|
September 30, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate enhanced equipment notes
|
|
|
|
|
|
|
|
|
||||||||
Class G-1, due through 2016
|
|
$
|
183
|
|
|
$
|
175
|
|
|
$
|
202
|
|
|
$
|
185
|
|
Class G-2, due 2014 and 2016
|
|
373
|
|
|
340
|
|
|
373
|
|
|
316
|
|
||||
Class B-1, due 2014
|
|
49
|
|
|
48
|
|
|
49
|
|
|
47
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
82
|
|
|
81
|
|
|
83
|
|
|
76
|
|
||||
6.75% convertible debentures due in 2039
|
|
162
|
|
|
203
|
|
|
162
|
|
|
214
|
|
||||
5.5% convertible debentures due in 2038
|
|
123
|
|
|
153
|
|
|
123
|
|
|
162
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate equipment notes, due through 2025
|
|
757
|
|
|
712
|
|
|
743
|
|
|
712
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
1,027
|
|
|
1,134
|
|
|
1,192
|
|
|
1,293
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
2,756
|
|
|
$
|
2,846
|
|
|
$
|
2,927
|
|
|
$
|
3,005
|
|
|
Aircraft Fuel
Derivatives |
|
Interest Rate
Swaps |
|
Total
|
||||||
Beginning accumulated gains (losses), at June 30, 2012
|
$
|
(13
|
)
|
|
$
|
(10
|
)
|
|
$
|
(23
|
)
|
Reclassifications into earnings
|
—
|
|
|
2
|
|
|
2
|
|
|||
Change in fair value
|
14
|
|
|
(1
|
)
|
|
13
|
|
|||
Ending accumulated gains (losses), at September 30, 2012
|
$
|
1
|
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
Aircraft Fuel
Derivatives |
|
Interest Rate
Swaps |
|
Total
|
||||||
Beginning accumulated gains (losses), at December 31, 2011
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
(15
|
)
|
Reclassifications into earnings
|
(6
|
)
|
|
5
|
|
|
(1
|
)
|
|||
Change in fair value
|
10
|
|
|
(2
|
)
|
|
8
|
|
|||
Ending accumulated gains (losses), at September 30, 2012
|
$
|
1
|
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
45
|
|
|
$
|
35
|
|
|
$
|
127
|
|
|
$
|
63
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Interest on convertible debt, net of income taxes and profit sharing
|
2
|
|
|
3
|
|
|
7
|
|
|
9
|
|
||||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
$
|
47
|
|
|
$
|
38
|
|
|
$
|
134
|
|
|
$
|
72
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic earnings per share
|
282,880
|
|
|
279,099
|
|
|
282,196
|
|
|
278,280
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Employee stock options
|
1,337
|
|
|
1,368
|
|
|
1,033
|
|
|
1,745
|
|
||||
Convertible debt
|
60,575
|
|
|
65,786
|
|
|
60,575
|
|
|
67,655
|
|
||||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
344,792
|
|
|
346,253
|
|
|
343,804
|
|
|
347,680
|
|
Shares excluded from EPS calculation (in millions):
|
|
|
|
|
|
|
|
||||
Shares issuable upon conversion of our convertible debt as assumed conversion would be antidilutive
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
18.1
|
|
|
21.4
|
|
|
20.7
|
|
|
22.5
|
|
|
Brent crude oil collars
|
|
Heating oil collars
|
|
Jet fuel
collars |
|
Jet fuel swap
agreements |
|
Total
|
|||||
Fourth Quarter 2012
|
8
|
%
|
|
7
|
%
|
|
1
|
%
|
|
7
|
%
|
|
23
|
%
|
First Quarter 2013
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Second Quarter 2013
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Third Quarter 2013
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4
|
%
|
|
As of
|
||||||
|
September 30,
2012 |
|
December 31, 2011
|
||||
Fuel derivatives
|
|
|
|
||||
Asset fair value recorded in prepaid expenses and other (1)
|
$
|
1
|
|
|
$
|
6
|
|
Liability fair value recorded in other accrued liabilities (1)
|
1
|
|
|
10
|
|
||
Longest remaining term (months)
|
12
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
1,575
|
|
|
3,540
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
(1
|
)
|
|
(6
|
)
|
||
Interest rate derivatives
|
|
|
|
||||
Liability fair value recorded in other long term liabilities (2)
|
15
|
|
|
20
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
(11
|
)
|
|
(10
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Fuel derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
|
$
|
2
|
|
|
$
|
(4
|
)
|
|
$
|
10
|
|
|
$
|
3
|
|
Hedge ineffectiveness gains (losses) recognized in other income (expense)
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Gains (losses) on derivatives not qualifying for hedge accounting recognized in other income (expense)
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
||||
Hedge gains (losses) on derivatives recognized in comprehensive income, (see Note 4)
|
23
|
|
|
(41
|
)
|
|
17
|
|
|
(38
|
)
|
||||
Percentage of actual consumption economically hedged
|
27
|
%
|
|
48
|
%
|
|
31
|
%
|
|
43
|
%
|
||||
Interest rate derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge losses on derivatives recognized in comprehensive income, (see Note 4)
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(8
|
)
|
||||
Hedge losses on derivatives recognized in interest expense
|
(3
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(8
|
)
|
(1)
|
Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty.
|
(2)
|
Gross liability, prior to impact of collateral posted.
|
|
As of September 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
380
|
|
Restricted cash
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Available-for-sale investment securities
|
—
|
|
|
239
|
|
|
—
|
|
|
239
|
|
||||
Aircraft fuel derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
$
|
384
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
624
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate swap
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
As of December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
555
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
555
|
|
Restricted cash
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Available-for-sale investment securities
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
||||
Aircraft fuel derivatives
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
559
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
817
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Interest rate swap
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
20
|
|
|
$
|
29
|
|
|
Interest Rate Swaps
|
|||||
|
Three Months Ended September 30,
|
|||||
|
2012
|
2011
|
||||
Balance as of June 30,
|
$
|
(17
|
)
|
$
|
(23
|
)
|
Total gains or (losses), realized or unrealized
|
|
|
||||
Included in earnings
|
—
|
|
—
|
|
||
Included in comprehensive income
|
(1
|
)
|
(3
|
)
|
||
Settlements
|
3
|
|
3
|
|
||
Balance as of September 30,
|
$
|
(15
|
)
|
$
|
(23
|
)
|
|
|
|
||||
|
Nine Months Ended September 30,
|
|||||
|
2012
|
2011
|
||||
Balance as of December 31,
|
$
|
(20
|
)
|
$
|
(23
|
)
|
Total gains or (losses), realized or unrealized
|
|
|
||||
Included in earnings
|
—
|
|
—
|
|
||
Included in comprehensive income
|
(3
|
)
|
(8
|
)
|
||
Settlements
|
8
|
|
8
|
|
||
Balance as of September 30,
|
$
|
(15
|
)
|
$
|
(23
|
)
|
|
|
Three Months Ended September 30,
|
|
|
|||||
|
|
2012
|
|
2011
|
|
Percent
Change |
|||
|
|
(in cents)
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|||
Aircraft fuel and related taxes
|
|
4.49
|
|
|
4.60
|
|
|
(2.5
|
)%
|
Salaries, wages and benefits
|
|
2.45
|
|
|
2.39
|
|
|
2.4
|
%
|
Landing fees and other rents
|
|
0.68
|
|
|
0.66
|
|
|
2.6
|
%
|
Depreciation and amortization
|
|
0.61
|
|
|
0.57
|
|
|
6.8
|
%
|
Aircraft rent
|
|
0.30
|
|
|
0.33
|
|
|
(9.0
|
)%
|
Sales and marketing
|
|
0.48
|
|
|
0.50
|
|
|
(4.0
|
)%
|
Maintenance materials and repairs
|
|
0.79
|
|
|
0.60
|
|
|
33.0
|
%
|
Other operating expenses
|
|
1.36
|
|
|
1.38
|
|
|
(1.7
|
)%
|
Total operating expenses
|
|
11.16
|
|
11.03
|
|
1.1
|
%
|
|
|
Nine Months Ended September 30,
|
|
|
|||||
|
|
2012
|
|
2011
|
|
Percent
Change |
|||
|
|
(in cents)
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|||
Aircraft fuel and related taxes
|
|
4.51
|
|
4.48
|
|
|
0.8
|
%
|
|
Salaries, wages and benefits
|
|
2.59
|
|
|
2.54
|
|
|
2.0
|
%
|
Landing fees and other rents
|
|
0.70
|
|
|
0.67
|
|
|
4.8
|
%
|
Depreciation and amortization
|
|
0.63
|
|
|
0.61
|
|
|
2.2
|
%
|
Aircraft rent
|
|
0.33
|
|
|
0.37
|
|
|
(10.8
|
)%
|
Sales and marketing
|
|
0.50
|
|
|
0.52
|
|
|
(3.8
|
)%
|
Maintenance materials and repairs
|
|
0.85
|
|
|
0.59
|
|
|
44.0
|
%
|
Other operating expenses
|
|
1.33
|
|
|
1.44
|
|
|
(7.6
|
)%
|
Total operating expenses
|
|
11.44
|
|
11.22
|
|
2.0
|
%
|
|
Three Months Ended September 30,
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
Percent
Change |
|
2012
|
|
2011
|
|
Percent
Change |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
7,747
|
|
|
7,016
|
|
|
10.4
|
|
|
|
21,938
|
|
|
19,677
|
|
|
11.5
|
|
|
||||
Revenue passenger miles (millions)
|
9,075
|
|
|
8,332
|
|
|
8.9
|
|
|
|
25,480
|
|
|
22,948
|
|
|
11.0
|
|
|
||||
Available seat miles (ASMs) (millions)
|
10,704
|
|
|
9,855
|
|
|
8.6
|
|
|
|
30,201
|
|
|
27,807
|
|
|
8.6
|
|
|
||||
Load factor
|
84.8
|
%
|
|
84.5
|
%
|
|
0.3
|
|
pts
|
|
84.4
|
%
|
|
82.5
|
%
|
|
1.9
|
|
pts
|
||||
Aircraft utilization (hours per day)
|
12.4
|
|
|
12.0
|
|
|
2.8
|
|
|
|
11.9
|
|
|
11.7
|
|
|
1.7
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average fare
|
$
|
154.04
|
|
|
$
|
154.88
|
|
|
(0.5
|
)
|
|
|
$
|
157.73
|
|
|
$
|
154.44
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
13.15
|
|
|
13.04
|
|
|
0.8
|
|
|
|
13.58
|
|
|
13.24
|
|
|
2.6
|
|
|
||||
Passenger revenue per ASM (cents)
|
11.15
|
|
|
11.03
|
|
|
1.1
|
|
|
|
11.46
|
|
|
10.93
|
|
|
4.8
|
|
|
||||
Operating revenue per ASM (cents)
|
12.21
|
|
|
12.12
|
|
|
0.7
|
|
|
|
12.54
|
|
|
12.08
|
|
|
3.8
|
|
|
||||
Operating expense per ASM (cents)
|
11.16
|
|
|
11.03
|
|
|
1.1
|
|
|
|
11.44
|
|
|
11.22
|
|
|
2.0
|
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
6.67
|
|
|
6.43
|
|
|
3.7
|
|
|
|
6.93
|
|
|
6.74
|
|
|
2.8
|
|
|
||||
Airline operating expense per ASM (cents) (1)
|
10.99
|
|
|
10.88
|
|
|
1.0
|
|
|
|
11.30
|
|
|
11.04
|
|
|
2.3
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Departures
|
69,925
|
|
|
63,099
|
|
|
10.8
|
|
|
|
199,538
|
|
|
181,437
|
|
|
10.0
|
|
|
||||
Average stage length (miles)
|
1,094
|
|
|
1,108
|
|
|
(1.3
|
)
|
|
|
1,084
|
|
|
1,092
|
|
|
(0.7
|
)
|
|
||||
Average number of operating aircraft during period
|
175.0
|
|
|
165.8
|
|
|
5.6
|
|
|
|
172.6
|
|
|
163.9
|
|
|
5.3
|
|
|
||||
Average fuel cost per gallon
|
$
|
3.17
|
|
|
$
|
3.25
|
|
|
(2.4
|
)
|
|
|
$
|
3.21
|
|
|
$
|
3.18
|
|
|
1.1
|
|
|
Fuel gallons consumed (millions)
|
152
|
|
|
139
|
|
|
8.5
|
|
|
|
425
|
|
|
392
|
|
|
8.3
|
|
|
||||
Full-time equivalent employees at period end (1)
|
|
|
|
|
|
|
|
11,797
|
|
|
11,443
|
|
|
3.1
|
|
|
(1)
|
Excludes operating expenses and employees of LiveTV, LLC, which are unrelated to our airline operations.
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
|
Total
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
||||||||||||||
Long-term debt and
capital lease obligations (1) |
|
3,500
|
|
|
$
|
86
|
|
|
$
|
508
|
|
|
$
|
669
|
|
|
$
|
341
|
|
|
$
|
526
|
|
|
$
|
1,370
|
|
|
Lease commitments
|
|
1,487
|
|
|
53
|
|
|
188
|
|
|
184
|
|
|
183
|
|
|
118
|
|
|
761
|
|
|||||||
Flight equipment obligations
|
|
5,395
|
|
|
165
|
|
|
450
|
|
|
520
|
|
|
750
|
|
|
765
|
|
|
2,745
|
|
|||||||
Short Term Borrowings
|
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Financing obligations and other (2)
|
|
2,893
|
|
|
101
|
|
|
335
|
|
|
337
|
|
|
342
|
|
|
341
|
|
|
1,437
|
|
|||||||
Total
|
|
$
|
13,327
|
|
|
$
|
457
|
|
|
$
|
1,481
|
|
|
$
|
1,710
|
|
|
$
|
1,616
|
|
|
$
|
1,750
|
|
|
$
|
6,313
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
September 30, 2012
rates.
|
(2)
|
Amounts include noncancelable commitments for the purchase of goods and services.
|
|
|
Firm
|
||||||||
Year
|
|
Airbus
A320 |
|
Airbus
A321 |
|
Airbus
A320 neo |
|
EMBRAER
190 |
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Remainder of 2012
|
|
4
|
|
—
|
|
—
|
|
1
|
|
5
|
2013
|
|
3
|
|
4
|
|
—
|
|
3
|
|
10
|
2014
|
|
—
|
|
9
|
|
—
|
|
1
|
|
10
|
2015
|
|
—
|
|
10
|
|
—
|
|
7
|
|
17
|
2016
|
|
3
|
|
7
|
|
—
|
|
8
|
|
18
|
2017
|
|
8
|
|
—
|
|
—
|
|
5
|
|
13
|
2018
|
|
—
|
|
—
|
|
10
|
|
7
|
|
17
|
2019
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
2020
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
2021
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
|
|
18
|
|
30
|
|
40
|
|
32
|
|
120
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
|||
|
|
|
(Registrant)
|
|
||
Date:
|
October 31, 2012
|
|
By:
|
/s/ DONALD DANIELS
|
|
|
|
|
|
|
Vice President, Controller and Chief Accounting Officer(Principal Accounting Officer)
|
Exhibit
Number
|
|
Exhibit
|
10.17(m)**
|
|
Amendment No. 13 to Purchase Agreement DCT-025/2003, dated as of July 20, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation.
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
31.1
|
|
13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
|
31.2
|
|
13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
|
32
|
|
Certification Pursuant to Section 1350, furnished herewith.
|
|
|
|
101.INS *
|
|
XBRL Instance Document
|
|
|
|
101.SCH *
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL *
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB *
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE *
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
**
|
Portions of this exhibit have been omitted pursuant to a Confidential Treatment Request under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
1)
|
Buyer and Embraer have agreed to accelerate the delivery schedule of Aircraft #58, #59 and #60;
|
2)
|
This Amendment No. 13 sets forth additional agreements between Embraer and Buyer related to certain terms and conditions contained in Amendment No. 12 to the Purchase Agreement;
|
3)
|
The Parties have agreed to implement certain changes to the Aircraft configuration which caused a change in the Aircraft Basic Price.
|
7
|
[***]/05
|
29
|
[***]/07
|
51
|
[***]/11
|
73
|
[***]/16
|
8
|
[***]/05
|
30
|
[***]/07
|
52
|
[***]/11
|
74
|
[***]/16
|
9
|
[***]/06
|
31
|
[***]/08
|
53
|
[***]/11
|
75
|
[***]/16
|
10
|
[***]/06
|
32
|
[***]/08
|
54
|
[***]/12
|
76
|
[***]/16
|
11
|
[***]/06
|
33
|
[***]/08
|
55
|
[***]/12
|
77
|
[***]/17
|
12
|
[***]/06
|
34
|
[***]/08
|
56
|
[***]/12
|
78
|
[***]/17
|
13
|
[***]/06
|
35
|
[***]/08
|
57
|
[***]/12
|
79
|
[***]/17
|
14
|
[***]/06
|
36
|
[***]/08
|
58
|
[***]/13
|
80
|
[***]/17
|
15
|
[***]/06
|
37
|
[***]/09
|
59
|
[***]/13
|
81
|
[***]/17
|
16
|
[***]/06
|
38
|
[***]/09
|
60
|
[***]/13
|
82 (***)
|
[***]/18
|
17
|
[***]/06
|
39
|
[***]/09
|
61
|
[***]/14
|
83 (***)
|
[***]/18
|
18
|
[***]/06
|
40[***]
|
[***]/09
|
62
|
[***]/15
|
84 (***)
|
[***]/18
|
19
|
[***]/06
|
41[***]
|
[***]/09
|
63
|
[***]/15
|
85 (***)
|
[***]/18
|
20
|
[***]/06
|
42
|
[***]/09
|
64
|
[***]/15
|
86 (***)
|
[***]/18
|
21
|
[***]/06
|
43
|
[***]/09
|
65
|
[***]/15
|
87 (***)
|
[***]/18
|
22
|
[***]/06
|
44[***]
|
[***]/09
|
66
|
[***]/15
|
88 (***)
|
[***]/18
|
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$ [***]
|
Exercised Option [***]
|
US$ [***]
|
45 to 47
|
US$ [***]
|
48 to 50
|
US$ [***]
|
51 to 53
|
US$ [***]
|
54
|
US$ [***]
|
55 to 88
|
US$ [***]
|
Option Aircraft #
|
Option Aircraft Basic Price ([***])
|
All
|
US$ [***]
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
$
|
73
|
|
|
$
|
56
|
|
|
$
|
208
|
|
|
$
|
105
|
|
Less: Capitalized interest
|
|
(2
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(3
|
)
|
||||
Add:
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
69
|
|
|
71
|
|
|
208
|
|
|
210
|
|
||||
Amortization of capitalized interest
|
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Adjusted earnings
|
|
$
|
141
|
|
|
$
|
126
|
|
|
$
|
412
|
|
|
$
|
313
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
42
|
|
|
43
|
|
|
126
|
|
|
127
|
|
||||
Amortization of debt costs
|
|
2
|
|
|
2
|
|
|
7
|
|
|
6
|
|
||||
Rent expense representative of interest
|
|
25
|
|
|
26
|
|
|
75
|
|
|
77
|
|
||||
Total fixed charges
|
|
$
|
69
|
|
|
$
|
71
|
|
|
$
|
208
|
|
|
$
|
210
|
|
Ratio of earnings to fixed charges
|
|
2.03
|
|
|
1.78
|
|
|
1.97
|
|
|
1.49
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 31, 2012
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 31, 2012
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
October 31, 2012
|
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
October 31, 2012
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|