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ý
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ANNUAL 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
(State or other jurisdiction of
incorporation or organization)
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87-0617894
(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Table of Contents
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PART I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
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Item 12.
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Table of Contents
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Item 13.
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Item 14.
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PART IV.
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Item 15.
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Year Ended December 31,
|
|||||||
Capacity Distribution
|
|
2012
|
|
2011
|
|
2010
|
|||
East Coast – Western U.S.
|
|
32.1
|
%
|
|
32.4
|
%
|
|
34.5
|
%
|
Northeast – Florida
|
|
30.6
|
|
|
32.2
|
|
|
31.4
|
|
Medium – haul
|
|
2.9
|
|
|
3.2
|
|
|
3.3
|
|
Short – haul
|
|
7.2
|
|
|
7.5
|
|
|
7.6
|
|
Caribbean, including Puerto Rico
|
|
27.2
|
|
|
24.7
|
|
|
23.2
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Destination
|
|
Service Scheduled to Commence
|
Charleston, South Carolina
|
|
February 2013
|
Albuquerque, New Mexico
|
|
April 2013
|
Philadelphia, Pennsylvania
|
|
May 2013
|
Medellin, Colombia
|
|
June 2013
|
•
|
New York Metropolitan Area.
We are New York's Hometown Airline.
TM
Since 2000, the majority of our operations have originated in New York City, the nation's largest travel market and the largest U.S. point of entry from international locations. We are the largest domestic airline at New York's John F. Kennedy International Airport, or JFK, as measured by passengers and, by the end of 2012, our domestic operations at JFK accounted for nearly 40% of all domestic passengers at this airport. In addition to JFK, we serve Newark, NJ's Liberty International Airport, New York's LaGuardia Airport, Newburgh, NY's Stewart International Airport and White Plains, NY's Westchester County Airport. We are the leading carrier in number of flights flown per day between the New York metropolitan area and Florida. JFK is New York's largest airport, with an infrastructure including four runways, large facilities and a direct light-rail connection to the New York City subway system and the Long Island Rail Road. In 2012, we began construction of T5i, an international arrivals facility, which will expand our current Terminal 5, or T5, footprint. We believe the new space will enable us to increase efficiencies, provide savings and streamline our operations and the overall customer experience.
|
•
|
Boston.
We are the largest carrier in terms of flights and seats offered at Boston's Logan International Airport, or Boston. Additionally, we serve twice as many non-stop destinations from Boston than any other airline. By the end of
|
•
|
Caribbean and Latin America.
A main driver of the growth of our route network since 2008 has been through the addition of new destinations in the Caribbean and Latin America. These markets have historically matured more quickly in terms of cash break-even and profitability than mainland flights of comparable distances. As of December 31, 2012, approximately 27% of our capacity was in the Caribbean and Latin America. We expect this number to continue to grow as we continue to seize opportunities. VFR traffic strongly complements leisure travel in the Caribbean region allowing for our profitable growth and success in this area of our network. Additionally, competitive landscape changes in San Juan, Puerto Rico have allowed us to increase our presence there. We continue to invest in our Caribbean operations, including introducing new intra-Caribbean service out of Puerto Rico. We are the largest airline in terms of capacity serving all of Puerto Rico. During 2012, we relocated to an all new terminal in San Juan to accommodate our continued growth. We currently serve approximately 35 flights per day in San Juan and plan to continue to grow our operations to 50 flights per day. During 2012, we began offering service to and from our sixth destination in the Dominican Republic, where we are also the largest airline in terms of capacity. While the Caribbean and Latin American region is a growing part of our network, operating in some of these developing countries can present operational challenges, including working with less developed airport authorities, political instability and increased civil disturbances.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gallons consumed (millions)
|
|
563
|
|
|
525
|
|
|
486
|
|
|||
Total cost (millions)
|
|
$
|
1,806
|
|
|
$
|
1,664
|
|
|
$
|
1,115
|
|
Average price per gallon
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
|
$
|
2.29
|
|
Percent of operating expenses
|
|
39.2
|
%
|
|
39.8
|
%
|
|
32.4
|
%
|
•
|
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 expense than we currently do if rates were to increase, since approximately 40% of our debt has floating interest rates; and
|
•
|
place us at a possible competitive disadvantage compared to less leveraged competitors and competitors with better access to capital resources or more favorable terms.
|
Aircraft
|
|
Seating
Capacity
|
|
Owned
|
|
Capital
Leased
|
|
Operating
Leased
|
|
Total
|
|
Average Age
in Years
|
||||||
Airbus A320
|
|
150
|
|
|
93
|
|
|
4
|
|
|
30
|
|
|
127
|
|
|
7.4
|
|
EMBRAER 190
|
|
100
|
|
|
23
|
|
|
—
|
|
|
30
|
|
|
53
|
|
|
4.8
|
|
Totals
|
|
|
|
116
|
|
|
4
|
|
|
60
|
|
|
180
|
|
|
6.7
|
|
|
|
Firm
|
||||||||
Year
|
|
Airbus
A320 |
|
Airbus
A321 |
|
Airbus
A320neo |
|
EMBRAER
190 |
|
Total
|
2013
|
|
3
|
|
4
|
|
—
|
|
7
|
|
14
|
2014
|
|
—
|
|
9
|
|
—
|
|
1
|
|
10
|
2015
|
|
—
|
|
10
|
|
—
|
|
7
|
|
17
|
2016
|
|
3
|
|
7
|
|
—
|
|
8
|
|
18
|
2017
|
|
8
|
|
—
|
|
—
|
|
5
|
|
13
|
2018
|
|
—
|
|
—
|
|
10
|
|
3
|
|
13
|
2019
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
2020
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
2021
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
|
|
14
|
|
30
|
|
40
|
|
31
|
|
115
|
|
|
High
|
|
Low
|
||||
2011 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
7.13
|
|
|
$
|
5.44
|
|
June 30
|
|
6.38
|
|
|
5.35
|
|
||
September 30
|
|
6.26
|
|
|
3.86
|
|
||
December 31
|
|
5.65
|
|
|
3.40
|
|
||
2012 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
6.32
|
|
|
$
|
4.73
|
|
June 30
|
|
5.44
|
|
|
4.06
|
|
||
September 30
|
|
5.94
|
|
|
4.76
|
|
||
December 31
|
|
5.99
|
|
|
4.77
|
|
Period
|
Total Number of Shares Purchased
|
Average price paid per share
|
Total number of shares purchased as part of publicly announced program
|
Maximum number of shares that may yet to be purchased under the program
|
|||||
October 2012 (1)
|
—
|
|
$
|
—
|
|
—
|
|
|
|
November 2012 (1)
|
478,881
|
|
$
|
5.11
|
|
478,881
|
|
|
|
December 2012 (1)
|
3,598,764
|
|
$
|
5.59
|
|
3,598,764
|
|
|
|
Total
|
4,077,645
|
|
$
|
5.53
|
|
4,077,645
|
|
20,922,355
|
|
(1)
|
In September 2012, our Board of Directors approved a share repurchase program for up to 25 million shares over a five year period. The repurchases may be commenced or suspended from time to time without prior notice. The shares repurchased under our share repurchase program were purchased in open market transactions and are held as treasury stock.
|
|
|
12/31/2007
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
||||||||||||
JetBlue Airways Corporation
|
|
$
|
100
|
|
|
$
|
120
|
|
|
$
|
92
|
|
|
$
|
112
|
|
|
$
|
88
|
|
|
$
|
97
|
|
S&P 500 Stock Index
|
|
100
|
|
|
63
|
|
|
80
|
|
|
92
|
|
|
94
|
|
|
109
|
|
||||||
NYSE Arca Airline Index (1)
|
|
100
|
|
|
71
|
|
|
99
|
|
|
137
|
|
|
95
|
|
|
129
|
|
|
|
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
|
||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
$
|
3,779
|
|
|
$
|
3,292
|
|
|
$
|
3,392
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Aircraft fuel and related taxes
|
|
1,806
|
|
|
1,664
|
|
|
1,115
|
|
|
945
|
|
|
1,397
|
|
|||||
Salaries, wages and benefits (1)
|
|
1,044
|
|
|
947
|
|
|
891
|
|
|
776
|
|
|
694
|
|
|||||
Landing fees and other rents
|
|
277
|
|
|
245
|
|
|
228
|
|
|
213
|
|
|
199
|
|
|||||
Depreciation and amortization (2)
|
|
258
|
|
|
233
|
|
|
220
|
|
|
228
|
|
|
205
|
|
|||||
Aircraft rent
|
|
130
|
|
|
135
|
|
|
126
|
|
|
126
|
|
|
129
|
|
|||||
Sales and marketing
|
|
204
|
|
|
199
|
|
|
179
|
|
|
151
|
|
|
151
|
|
|||||
Maintenance materials and repairs
|
|
338
|
|
|
227
|
|
|
172
|
|
|
149
|
|
|
127
|
|
|||||
Other operating expenses (3)
|
|
549
|
|
|
532
|
|
|
515
|
|
|
419
|
|
|
377
|
|
|||||
Total operating expenses
|
|
4,606
|
|
|
4,182
|
|
|
3,446
|
|
|
3,007
|
|
|
3,279
|
|
|||||
Operating income
|
|
376
|
|
|
322
|
|
|
333
|
|
|
285
|
|
|
113
|
|
|||||
Other income (expense) (4)
|
|
(167
|
)
|
|
(177
|
)
|
|
(172
|
)
|
|
(181
|
)
|
|
(202
|
)
|
|||||
Income (loss) before income taxes
|
|
209
|
|
|
145
|
|
|
161
|
|
|
104
|
|
|
(89
|
)
|
|||||
Income tax expense (benefit)
|
|
81
|
|
|
59
|
|
|
64
|
|
|
43
|
|
|
(5
|
)
|
|||||
Net income (loss)
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
|
$
|
61
|
|
|
$
|
(84
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
|
$
|
0.36
|
|
|
$
|
0.24
|
|
|
$
|
(0.37
|
)
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
$
|
0.21
|
|
|
$
|
(0.37
|
)
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
|
7.5
|
%
|
|
7.1
|
%
|
|
8.8
|
%
|
|
8.6
|
%
|
|
3.3
|
%
|
|||||
Pre-tax margin
|
|
4.2
|
%
|
|
3.2
|
%
|
|
4.3
|
%
|
|
3.2
|
%
|
|
(2.6
|
)%
|
|||||
Ratio of earnings to fixed charges (5)
|
|
1.75
|
x
|
|
1.52
|
x
|
|
1.59
|
x
|
|
1.33
|
x
|
|
—
|
|
|||||
Net cash provided by (used in) operating activities
|
|
$
|
698
|
|
|
$
|
614
|
|
|
$
|
523
|
|
|
$
|
486
|
|
|
$
|
(17
|
)
|
Net cash used in investing activities
|
|
(867
|
)
|
|
(502
|
)
|
|
(696
|
)
|
|
(457
|
)
|
|
(247
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(322
|
)
|
|
96
|
|
|
(258
|
)
|
|
306
|
|
|
635
|
|
(1)
|
In 2010, we incurred approximately $9 million in one-time implementation expenses related to our new customer service system.
|
(2)
|
In 2008, we wrote-off $8 million related to our temporary terminal facility at JFK.
|
(3)
|
In 2012, we sold six spare engines and two aircraft resulting in gains of approximately $10 million. Additionally, in 2012, LiveTV terminated a customer contract resulting in a gain of approximately $8 million. In 2009, 2008 and 2007, we sold two, nine and three aircraft, respectively, which resulted in gains of $1 million, $23 million and $7 million, respectively. In 2010, we recorded an impairment loss of $6 million related to the spectrum license held by our LiveTV subsidiary. In 2010, we also incurred approximately $13 million in one-time implementation expenses related to our new customer service system.
|
(4)
|
In 2012, we recorded a net of $1 million in losses related to the early extinguishment of $220 million in principal of debt securing nine aircraft. In 2011, we recorded $6 million loss related to the repurchase of $39 million principal amount of our 6.75% convertible debentures due 2039. 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 a $14 million gain on extinguishment of debt. In 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 $135 million for the year ended December 31, 2008.
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
182
|
|
|
$
|
673
|
|
|
$
|
465
|
|
|
$
|
896
|
|
|
$
|
561
|
|
Investment securities
|
|
685
|
|
|
591
|
|
|
628
|
|
|
246
|
|
|
244
|
|
|||||
Total assets
|
|
7,070
|
|
|
7,071
|
|
|
6,593
|
|
|
6,549
|
|
|
6,018
|
|
|||||
Total debt
|
|
2,851
|
|
|
3,136
|
|
|
3,033
|
|
|
3,304
|
|
|
3,144
|
|
|||||
Common stockholders’ equity
|
|
1,888
|
|
|
1,757
|
|
|
1,654
|
|
|
1,546
|
|
|
1,270
|
|
|||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Operating Statistics (unaudited):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
28,956
|
|
|
26,370
|
|
|
24,254
|
|
|
22,450
|
|
|
21,920
|
|
|||||
Revenue passenger miles (millions)
|
|
33,563
|
|
|
30,698
|
|
|
28,279
|
|
|
25,955
|
|
|
26,071
|
|
|||||
Available seat miles (ASMs) (millions)
|
|
40,075
|
|
|
37,232
|
|
|
34,744
|
|
|
32,558
|
|
|
32,442
|
|
|||||
Load factor
|
|
83.8
|
%
|
|
82.4
|
%
|
|
81.4
|
%
|
|
79.7
|
%
|
|
80.4
|
%
|
|||||
Aircraft utilization (hours per day)
|
|
11.8
|
|
|
11.7
|
|
|
11.6
|
|
|
11.5
|
|
|
12.1
|
|
|||||
Average fare
|
|
$
|
157.11
|
|
|
$
|
154.74
|
|
|
$
|
140.69
|
|
|
$
|
130.67
|
|
|
$
|
139.56
|
|
Yield per passenger mile (cents)
|
|
13.55
|
|
|
13.29
|
|
|
12.07
|
|
|
11.30
|
|
|
11.73
|
|
|||||
Passenger revenue per ASM (cents)
|
|
11.35
|
|
|
10.96
|
|
|
9.82
|
|
|
9.01
|
|
|
9.43
|
|
|||||
Operating revenue per ASM (cents)
|
|
12.43
|
|
|
12.10
|
|
|
10.88
|
|
|
10.11
|
|
|
10.45
|
|
|||||
Operating expense per ASM (cents)
|
|
11.49
|
|
|
11.23
|
|
|
9.92
|
|
|
9.24
|
|
|
10.11
|
|
|||||
Operating expense per ASM, excluding fuel (cents)
|
|
6.99
|
|
|
6.76
|
|
|
6.71
|
|
|
6.33
|
|
|
5.80
|
|
|||||
Operating expense per ASM, excluding fuel & profit sharing (cents)
|
|
6.98
|
|
|
6.76
|
|
|
6.71
|
|
|
6.33
|
|
|
5.80
|
|
|||||
Airline operating expense per ASM (cents) (6)
|
|
11.34
|
|
|
11.06
|
|
|
9.71
|
|
|
8.99
|
|
|
9.87
|
|
|||||
Departures
|
|
264,600
|
|
|
243,446
|
|
|
225,501
|
|
|
215,526
|
|
|
205,389
|
|
|||||
Average stage length (miles)
|
|
1,085
|
|
|
1,091
|
|
|
1,100
|
|
|
1,076
|
|
|
1,120
|
|
|||||
Average number of operating aircraft during period
|
|
173.9
|
|
|
164.9
|
|
|
153.5
|
|
|
148.0
|
|
|
139.5
|
|
|||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
|
$
|
2.29
|
|
|
$
|
2.08
|
|
|
$
|
3.08
|
|
Fuel gallons consumed (millions)
|
|
563
|
|
|
525
|
|
|
486
|
|
|
455
|
|
|
453
|
|
|||||
Full-time equivalent employees at period end (6)
|
|
12,070
|
|
|
11,733
|
|
|
11,121
|
|
|
10,704
|
|
|
9,895
|
|
(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.
|
•
|
We reported our fourth consecutive year of net income and our highest earnings per diluted share,
$0.40
, since 2003, and generated record revenues of nearly
$5 billion
.
|
•
|
We improved our return on invested capital, or ROIC, by approximately one percentage point even as we grew our operations, increasing capacity by 8%.
|
•
|
We generated $698 million in cash from operations while strengthening our balance sheet with increased lines of credit and reductions to our overall debt balance.
|
•
|
We expanded our portfolio of commercial airline partnerships, adding eight new airline partnerships during the year, bringing our total to 22 airline partnerships as of December 31, 2012.
|
•
|
We further solidified our position as New York's hometown airline with the opening of our new headquarters in Long Island City and as we commenced construction of an international arrivals facility at John F. Kennedy International Airport, or JFK.
|
•
|
We were recognized by J.D. Power and Associates for the eighth consecutive year as the “Highest in Airline Customer Satisfaction among Low-Cost Carriers.”
|
•
|
We preserved the direct relationship with our Crewmembers, an important driver of our culture and brand.
|
•
|
During the fourth quarter of 2012, Hurricane Sandy directly and significantly impacted our operations, closing many East Coast airports for several days. We canceled approximately 1,700 flights over a six day period.
|
•
|
Operating capacity increased approximately 8% to 40.08 billion available seat miles in 2012.
|
•
|
Average fares for the year increased 2% to $157, which also resulted in an increase of $4 million in associated credit card fees.
|
•
|
Operating expenses per available seat mile increased 2% to 11.49 cents. Excluding fuel, our cost per available seat mile increased 3% in 2012.
|
•
|
Invested in four new owned EMBRAER 190 aircraft and seven new owned Airbus A320 aircraft. Eight of these aircraft were debt financed.
|
•
|
Commenced service to five new cities during 2012. Total departures increased 9%.
|
•
|
Extended the leases on three aircraft during 2012 at lower rates.
|
•
|
The average age of our fleet increased to 6.7 years, and as of December 31, 2012, our oldest operating aircraft had an age of 13.1 years.
|
•
|
Early extinguishment of approximately $220 million in principal of long-term debt resulted in a net of $1 million in losses recorded in interest income and other.
|
(Revenues in millions)
|
|
|
|
|
Year-over-Year
Change |
|
||||||||
|
2012
|
|
2011
|
|
$
|
%
|
|
|||||||
Passenger Revenue
|
$
|
4,550
|
|
|
$
|
4,080
|
|
|
$
|
470
|
|
11.5
|
|
|
Other Revenue
|
432
|
|
|
424
|
|
|
8
|
|
2.0
|
|
|
|||
Operating Revenues
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
$
|
478
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
157.11
|
|
|
$
|
154.74
|
|
|
2.37
|
|
1.5
|
|
|
|
Yield per passenger mile (cents)
|
13.55
|
|
|
13.29
|
|
|
0.26
|
|
2.0
|
|
|
|||
Passenger revenue per ASM (cents)
|
11.35
|
|
|
10.96
|
|
|
0.39
|
|
3.6
|
|
|
|||
Operating revenue per ASM (cents)
|
12.43
|
|
|
12.10
|
|
|
0.33
|
|
2.8
|
|
|
|||
Average stage length (miles)
|
1,085
|
|
|
1,091
|
|
|
(6
|
)
|
(0.5
|
)
|
|
|||
Revenue passengers (thousands)
|
28,956
|
|
|
26,370
|
|
|
2,586
|
|
9.8
|
|
|
|||
Revenue passenger miles (millions)
|
33,563
|
|
|
30,698
|
|
|
2,865
|
|
9.3
|
|
|
|||
Available Seat Miles (ASMs)
|
40,075
|
|
|
37,232
|
|
|
2,843
|
|
7.6
|
|
|
|||
Load Factor
|
83.8
|
%
|
|
82.4
|
%
|
|
|
1.4
|
|
pts
|
(dollars in millions)
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
|||||||||||||
|
2012
|
|
2011
|
|
$
|
%
|
|
2012
|
|
2011
|
|
% Change
|
||||||||
Aircraft fuel and related taxes
|
$
|
1,806
|
|
|
$
|
1,664
|
|
|
$
|
142
|
|
8.6
|
|
|
4.50
|
|
4.47
|
|
0.9
|
|
Salaries, wages and benefits
|
1,044
|
|
|
947
|
|
|
97
|
|
10.3
|
|
|
2.60
|
|
2.54
|
|
2.4
|
|
|||
Landing fees and other rents
|
277
|
|
|
245
|
|
|
32
|
|
12.8
|
|
|
0.69
|
|
0.66
|
|
4.8
|
|
|||
Depreciation and amortization
|
258
|
|
|
233
|
|
|
25
|
|
10.5
|
|
|
0.65
|
|
0.63
|
|
2.7
|
|
|||
Aircraft rent
|
130
|
|
|
135
|
|
|
(5
|
)
|
(3.6
|
)
|
|
0.33
|
|
0.36
|
|
(10.4
|
)
|
|||
Sales and marketing
|
204
|
|
|
199
|
|
|
5
|
|
3.0
|
|
|
0.51
|
|
0.53
|
|
(4.3
|
)
|
|||
Maintenance materials and repairs
|
338
|
|
|
227
|
|
|
111
|
|
48.4
|
|
|
0.84
|
|
0.61
|
|
37.9
|
|
|||
Other operating expenses
|
549
|
|
|
532
|
|
|
17
|
|
3.2
|
|
|
1.37
|
|
1.43
|
|
(4.1
|
)
|
|||
Total operating expenses
|
$
|
4,606
|
|
|
$
|
4,182
|
|
|
$
|
424
|
|
10.1
|
|
|
11.49
|
|
11.23
|
|
2.3
|
|
•
|
During the first quarter of 2011, the winter storm season was extremely severe. The operational impact of the severe storm season pressured our CASM, excluding fuel, and negatively impacted our completion factor.
|
•
|
During the third quarter of 2011, Hurricane Irene severely impacted our operations as its path travelled directly through the core of our network. Flights were suspended in New York and Boston, resulting in approximately 1400 cancellations over a three day period.
|
•
|
Operating capacity increased approximately 7% to 37.23 billion available seat miles in 2011.
|
•
|
Average fares for the year increased 10% over 2010 to $155, which also resulted in an increase of $14 million in associated credit card fees.
|
•
|
Operating expenses per available seat mile increased 13% to 11.23 cents. Excluding fuel, our cost per available seat mile increased 0.9% in 2011.
|
•
|
Invested in five new owned EMBRAER 190 aircraft and four new owned Airbus A320 aircraft, all of which were debt financed.
|
•
|
Opened seven new cities in 2011. Total departures increased 8%.
|
•
|
Extended the leases on four aircraft during 2011 at lower rates.
|
•
|
The average age of our fleet increased to 6.1 years, and as of December 31, 2011, our oldest operating aircraft had an age of 12.1 years.
|
•
|
In 2010, we had several items impacting other operating expenses which did not recur in 2011.
|
◦
|
We incurred approximately $13 million in one-time implementation expenses related to our new customer service system.
|
◦
|
We recorded a $6 million one-time impairment expense related to the intangible assets and other costs associated with developing an air to ground connectivity capability.
|
◦
|
We paid a $5 million rescheduling fee in connection with the deferral of aircraft.
|
•
|
Early extinguishment of $39 million par value of our 6.75% Series A convertible debt due 2039 resulted in $6 million in losses recorded in interest income and other.
|
(Revenues in millions)
|
|
|
|
|
Year-over-Year
Change |
|
|||||
|
2011
|
|
2010
|
|
$
|
%
|
|
||||
Passenger Revenue
|
4,080
|
|
|
3,412
|
|
|
668
|
|
19.6
|
|
|
Other Revenue
|
424
|
|
|
367
|
|
|
57
|
|
15.3
|
|
|
Operating Revenues
|
4,504
|
|
|
3,779
|
|
|
725
|
|
19.2
|
|
|
|
|
|
|
|
|
|
|
||||
Average Fare
|
154.74
|
|
|
140.69
|
|
|
14.05
|
|
10.0
|
|
|
Yield per passenger mile (cents)
|
13.29
|
|
|
12.07
|
|
|
1.22
|
|
10.2
|
|
|
Passenger revenue per ASM (cents)
|
10.96
|
|
|
9.82
|
|
|
1.14
|
|
11.6
|
|
|
Operating revenue per ASM (cents)
|
12.10
|
|
|
10.88
|
|
|
1.22
|
|
11.2
|
|
|
Average stage length (miles)
|
1,091
|
|
|
1,100
|
|
|
(9
|
)
|
(0.8
|
)
|
|
Revenue passengers (thousands)
|
26,370
|
|
|
24,254
|
|
|
2.116
|
|
8.7
|
|
|
Revenue passenger miles (millions)
|
30,698
|
|
|
28,279
|
|
|
2,419
|
|
8.6
|
|
|
Available Seat Miles (ASMs)
|
37,232
|
|
|
34,744
|
|
|
2,488
|
|
7.2
|
|
|
Load Factor
|
82.4
|
%
|
|
81.4
|
%
|
|
|
1.0
|
|
pts
|
(dollars in millions)
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||
|
2011
|
|
2010
|
|
$
|
%
|
|
2011
|
|
2010
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
$
|
1,664
|
|
|
$
|
1,115
|
|
|
$
|
549
|
|
49.2
|
|
|
4.47
|
|
|
3.21
|
|
39.2
|
|
Salaries, wages and benefits
|
947
|
|
|
891
|
|
|
56
|
|
6.2
|
|
|
2.54
|
|
|
2.57
|
|
(0.9
|
)
|
|||
Landing fees and other rents
|
245
|
|
|
228
|
|
|
17
|
|
7.9
|
|
|
0.66
|
|
|
0.65
|
|
0.7
|
|
|||
Depreciation and amortization
|
233
|
|
|
220
|
|
|
13
|
|
6.3
|
|
|
0.63
|
|
|
0.63
|
|
(0.8
|
)
|
|||
Aircraft rent
|
135
|
|
|
126
|
|
|
9
|
|
7.1
|
|
|
0.36
|
|
|
0.36
|
|
—
|
|
|||
Sales and marketing
|
199
|
|
|
179
|
|
|
20
|
|
10.9
|
|
|
0.53
|
|
|
0.52
|
|
3.5
|
|
|||
Maintenance materials and repairs
|
227
|
|
|
172
|
|
|
55
|
|
32.1
|
|
|
0.61
|
|
|
0.50
|
|
23.3
|
|
|||
Other operating expenses
|
532
|
|
|
515
|
|
|
17
|
|
3.4
|
|
|
1.43
|
|
|
1.48
|
|
(3.5
|
)
|
|||
Total operating expenses
|
$
|
4,182
|
|
|
$
|
3,446
|
|
|
$
|
736
|
|
21.4
|
|
|
11.23
|
|
|
9.92
|
|
13.3
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012
|
|
June 30,
2012
|
|
September 30,
2012
|
|
December 31,
2012
|
||||||||
Statements of Operations Data (dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,203
|
|
|
$
|
1,277
|
|
|
$
|
1,308
|
|
|
$
|
1,194
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel and related taxes
|
|
433
|
|
|
450
|
|
|
481
|
|
|
442
|
|
||||
Salaries, wages and benefits
|
|
255
|
|
|
265
|
|
|
262
|
|
|
262
|
|
||||
Landing fees and other rents
|
|
66
|
|
|
72
|
|
|
73
|
|
|
66
|
|
||||
Depreciation and amortization
|
|
61
|
|
|
63
|
|
|
66
|
|
|
68
|
|
||||
Aircraft rent
|
|
33
|
|
|
33
|
|
|
32
|
|
|
32
|
|
||||
Sales and marketing
|
|
47
|
|
|
54
|
|
|
51
|
|
|
52
|
|
||||
Maintenance materials and repairs
|
|
88
|
|
|
85
|
|
|
85
|
|
|
80
|
|
||||
Other operating expenses (1)
|
|
131
|
|
|
125
|
|
|
145
|
|
|
148
|
|
||||
Total operating expenses
|
|
1,114
|
|
|
1,147
|
|
|
1,195
|
|
|
1,150
|
|
||||
Operating income (2)
|
|
89
|
|
|
130
|
|
|
113
|
|
|
44
|
|
||||
Other income (expense) (3)
|
|
(40
|
)
|
|
(44
|
)
|
|
(40
|
)
|
|
(43
|
)
|
||||
Income before income taxes
|
|
49
|
|
|
86
|
|
|
73
|
|
|
1
|
|
||||
Income tax expense
|
|
19
|
|
|
34
|
|
|
28
|
|
|
—
|
|
||||
Net income
|
|
$
|
30
|
|
|
$
|
52
|
|
|
$
|
45
|
|
|
$
|
1
|
|
Operating margin
|
|
7.4
|
%
|
|
10.2
|
%
|
|
8.6
|
%
|
|
3.7
|
%
|
||||
Pre-tax margin
|
|
4.0
|
%
|
|
6.7
|
%
|
|
5.6
|
%
|
|
0.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (thousands)
|
|
6,853
|
|
|
7,338
|
|
|
7,747
|
|
|
7,018
|
|
||||
Revenue passenger miles (millions)
|
|
7,908
|
|
|
8,497
|
|
|
9,075
|
|
|
8,083
|
|
||||
Available seat miles ASM (millions)
|
|
9,536
|
|
|
9,961
|
|
|
10,704
|
|
|
9,874
|
|
||||
Load factor
|
|
82.9
|
%
|
|
85.3
|
%
|
|
84.8
|
%
|
|
81.9
|
%
|
||||
Aircraft utilization (hours per day)
|
|
11.6
|
|
|
11.8
|
|
|
12.4
|
|
|
11.3
|
|
||||
Average fare
|
|
$
|
159.93
|
|
|
$
|
159.58
|
|
|
$
|
154.04
|
|
|
$
|
155.17
|
|
Yield per passenger mile (cents)
|
|
13.86
|
|
|
13.78
|
|
|
13.15
|
|
|
13.47
|
|
||||
Passenger revenue per ASM (cents)
|
|
11.49
|
|
|
11.76
|
|
|
11.15
|
|
|
11.03
|
|
||||
Operating revenue per ASM (cents)
|
|
12.62
|
|
|
12.82
|
|
|
12.21
|
|
|
12.09
|
|
||||
Operating expense per ASM (cents)
|
|
11.69
|
|
|
11.51
|
|
|
11.16
|
|
|
11.65
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.15
|
|
|
6.99
|
|
|
6.67
|
|
|
7.17
|
|
||||
Operating expense per ASM, excluding fuel and profit sharing (cents)
|
|
7.15
|
|
|
6.92
|
|
|
6.63
|
|
|
7.26
|
|
||||
Airline operating expense per ASM (cents) (4)
|
|
11.59
|
|
|
11.35
|
|
|
10.99
|
|
|
11.47
|
|
||||
Departures
|
|
63,546
|
|
|
66,067
|
|
|
69,925
|
|
|
65,062
|
|
||||
Average stage length (miles)
|
|
1,077
|
|
|
1,081
|
|
|
1,094
|
|
|
1,089
|
|
||||
Average number of operating aircraft during period
|
|
170.3
|
|
|
172.4
|
|
|
175.0
|
|
|
177.8
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
3.25
|
|
|
$
|
3.22
|
|
|
$
|
3.17
|
|
|
$
|
3.20
|
|
Fuel gallons consumed (millions)
|
|
133
|
|
|
140
|
|
|
152
|
|
|
138
|
|
||||
Full-time equivalent employees at period end (4)
|
|
11,965
|
|
|
12,308
|
|
|
11,797
|
|
|
12,070
|
|
(1)
|
During the first quarter of 2012, LiveTV recorded a gain of approximately $8 million related to the termination of a customer contract. During the second quarter of 2012, we recorded net gains of approximately $10 million related to the sale of two EMBRAER 190 aircraft and six spare aircraft engines.
|
(2)
|
During the fourth quarter of 2012, operating income was negatively impacted by approximately $30 million as a result of Hurricane Sandy.
|
(3)
|
During the second and fourth quarters of 2012, we recorded $2 million in gains and $3 million in losses, respectively, related to the early extinguishment of a portion of our long-term debt.
|
(4)
|
Excludes results of operations and employees of LiveTV, LLC, which are unrelated to our airline operations and are immaterial to our consolidated operating results.
|
•
|
Increased our available lines of credit up to
$325 million
as of December 31, 2012.
|
•
|
Prepaid approximately
$220 million
in high cost debt, which will result in an annual interest expense savings of approximately
$10 million
.
|
•
|
Increased the number of unencumbered aircraft from
one
as of December 31, 2011 to
11
as of December 31, 2012.
|
•
|
Reduced our overall debt balance by
$285 million
while increasing our total property and equipment by $483 million during 2012.
|
•
|
Prepaid
$200 million
for certain 2013 deliveries and deposits on future aircraft deliveries in exchange for favorable pricing terms.
|
Reconciliation of Return on Invested Capital (Non-GAAP)
|
||||||||
(in millions, except as otherwise noted)
|
|
|
||||||
|
|
Twelve Months Ended
December 31, |
||||||
|
|
2012
|
|
2011
|
||||
Numerator
|
|
|
|
|
||||
Operating Income
|
|
$
|
376
|
|
|
$
|
322
|
|
Add: Interest income and other
|
|
1
|
|
|
(3
|
)
|
||
Add: Interest component of capitalized aircraft rent (a)
|
|
68
|
|
|
71
|
|
||
Subtotal
|
|
445
|
|
|
390
|
|
||
Less: Income tax expense impact
|
|
172
|
|
|
153
|
|
||
Operating Income After Tax, Adjusted
|
|
$
|
273
|
|
|
$
|
237
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Average Stockholders' equity
|
|
$
|
1,822
|
|
|
$
|
1,705
|
|
Average total debt
|
|
2,994
|
|
|
3,085
|
|
||
Capitalized aircraft rent (a)
|
|
913
|
|
|
947
|
|
||
Invested Capital
|
|
$
|
5,729
|
|
|
$
|
5,737
|
|
|
|
|
|
|
||||
Return on Invested Capital
|
|
4.8
|
%
|
|
4.1
|
%
|
||
|
|
|
|
|
||||
(a)
Capitalized Aircraft Rent
|
|
|
|
|
||||
Aircraft rent, as reported
|
|
$
|
130
|
|
|
$
|
135
|
|
Capitalized aircraft rent (7 * Aircraft rent)
|
|
913
|
|
|
947
|
|
||
Interest component of capitalized aircraft rent (Imputed interest at 7.5%)
|
|
68
|
|
|
71
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Long-term debt and capital lease obligations (1)
|
|
$
|
3,450
|
|
|
$
|
509
|
|
|
$
|
673
|
|
|
$
|
342
|
|
|
$
|
527
|
|
|
$
|
236
|
|
|
$
|
1,163
|
|
Lease commitments
|
|
1,492
|
|
|
198
|
|
|
194
|
|
|
191
|
|
|
125
|
|
|
111
|
|
|
673
|
|
|||||||
Flight equipment obligations
|
|
5,005
|
|
|
360
|
|
|
525
|
|
|
745
|
|
|
765
|
|
|
575
|
|
|
2,035
|
|
|||||||
Financing obligations and other (2)
|
|
2,915
|
|
|
399
|
|
|
331
|
|
|
306
|
|
|
293
|
|
|
306
|
|
|
1,280
|
|
|||||||
Total
|
|
$
|
12,862
|
|
|
$
|
1,466
|
|
|
$
|
1,723
|
|
|
$
|
1,584
|
|
|
$
|
1,710
|
|
|
$
|
1,228
|
|
|
$
|
5,151
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
December 31, 2012
rates.
|
(2)
|
Amounts include noncancelable commitments for the purchase of goods and services.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Passenger
|
|
$
|
4,550
|
|
|
$
|
4,080
|
|
|
$
|
3,412
|
|
Other
|
|
432
|
|
|
424
|
|
|
367
|
|
|||
Total operating revenues
|
|
4,982
|
|
|
4,504
|
|
|
3,779
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
|
1,806
|
|
|
1,664
|
|
|
1,115
|
|
|||
Salaries, wages and benefits
|
|
1,044
|
|
|
947
|
|
|
891
|
|
|||
Landing fees and other rents
|
|
277
|
|
|
245
|
|
|
228
|
|
|||
Depreciation and amortization
|
|
258
|
|
|
233
|
|
|
220
|
|
|||
Aircraft rent
|
|
130
|
|
|
135
|
|
|
126
|
|
|||
Sales and marketing
|
|
204
|
|
|
199
|
|
|
179
|
|
|||
Maintenance materials and repairs
|
|
338
|
|
|
227
|
|
|
172
|
|
|||
Other operating expenses
|
|
549
|
|
|
532
|
|
|
515
|
|
|||
Total operating expenses
|
|
4,606
|
|
|
4,182
|
|
|
3,446
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME
|
|
376
|
|
|
322
|
|
|
333
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(176
|
)
|
|
(179
|
)
|
|
(180
|
)
|
|||
Capitalized interest
|
|
8
|
|
|
5
|
|
|
4
|
|
|||
Interest income and other
|
|
1
|
|
|
(3
|
)
|
|
4
|
|
|||
Total other income (expense)
|
|
(167
|
)
|
|
(177
|
)
|
|
(172
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
|
209
|
|
|
145
|
|
|
161
|
|
|||
Income tax expense
|
|
81
|
|
|
59
|
|
|
64
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
|
|
|
|
|
|
|
||||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
|
$
|
0.36
|
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
NET INCOME
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $5, $4, and $7 of taxes in 2012, 2011 and 2010, respectively)
|
7
|
|
|
(5
|
)
|
|
(11
|
)
|
|||
Total other comprehensive income (loss)
|
7
|
|
|
(5
|
)
|
|
(11
|
)
|
|||
COMPREHENSIVE INCOME
|
$
|
135
|
|
|
$
|
81
|
|
|
$
|
86
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
76
|
|
|
58
|
|
|
62
|
|
|||
Depreciation
|
|
230
|
|
|
213
|
|
|
194
|
|
|||
Amortization
|
|
39
|
|
|
34
|
|
|
36
|
|
|||
Stock-based compensation
|
|
13
|
|
|
13
|
|
|
17
|
|
|||
(Gains) losses on sale of assets, debt extinguishment, and customer contract termination
|
|
(17
|
)
|
|
6
|
|
|
—
|
|
|||
Collateral (paid) returned for derivative instruments
|
|
8
|
|
|
10
|
|
|
(13
|
)
|
|||
Restricted cash refunded by business partners
|
|
—
|
|
|
—
|
|
|
5
|
|
|||
Changes in certain operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
1
|
|
|
(10
|
)
|
|
(4
|
)
|
|||
Decrease (increase) in inventories, prepaid and other
|
|
38
|
|
|
4
|
|
|
(4
|
)
|
|||
Increase in air traffic liability
|
|
66
|
|
|
113
|
|
|
70
|
|
|||
Increase in accounts payable and other accrued liabilities
|
|
92
|
|
|
26
|
|
|
27
|
|
|||
Other, net
|
|
24
|
|
|
61
|
|
|
36
|
|
|||
Net cash provided by operating activities
|
|
698
|
|
|
614
|
|
|
523
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(542
|
)
|
|
(480
|
)
|
|
(249
|
)
|
|||
Predelivery deposits for flight equipment
|
|
(284
|
)
|
|
(45
|
)
|
|
(50
|
)
|
|||
Refund of predelivery deposits for flight equipment
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Proceeds from the sale of assets
|
|
46
|
|
|
—
|
|
|
—
|
|
|||
Assets constructed for others
|
|
(2
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|||
Purchase of held-to-maturity investments
|
|
(444
|
)
|
|
(450
|
)
|
|
(866
|
)
|
|||
Proceeds from maturities of held-to-maturity investments
|
|
434
|
|
|
573
|
|
|
414
|
|
|||
Purchase of available-for-sale securities
|
|
(532
|
)
|
|
(602
|
)
|
|
(1,069
|
)
|
|||
Sale of available-for-sale securities
|
|
438
|
|
|
503
|
|
|
1,052
|
|
|||
Sale of auction rate securities, or ARS
|
|
—
|
|
|
—
|
|
|
85
|
|
|||
Net return of security deposits
|
|
18
|
|
|
1
|
|
|
1
|
|
|||
Net cash used in investing activities
|
|
(867
|
)
|
|
(502
|
)
|
|
(696
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from:
|
|
|
|
|
|
|
||||||
Issuance of common stock
|
|
9
|
|
|
10
|
|
|
9
|
|
|||
Issuance of long-term debt
|
|
215
|
|
|
245
|
|
|
116
|
|
|||
Short-term borrowings
|
|
375
|
|
|
128
|
|
|
—
|
|
|||
Borrowings collateralized by ARS
|
|
—
|
|
|
—
|
|
|
20
|
|
|||
Construction obligation
|
|
—
|
|
|
6
|
|
|
15
|
|
|||
Repayment of:
|
|
|
|
|
|
|
||||||
Long-term debt and capital lease obligations
|
|
(418
|
)
|
|
(238
|
)
|
|
(333
|
)
|
|||
Short-term borrowings
|
|
(463
|
)
|
|
(40
|
)
|
|
—
|
|
|||
Borrowings collateralized by ARS
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|||
Construction obligation
|
|
(12
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|||
Other, net
|
|
(28
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(322
|
)
|
|
96
|
|
|
(258
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(491
|
)
|
|
208
|
|
|
(431
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
673
|
|
|
465
|
|
|
896
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
182
|
|
|
$
|
673
|
|
|
$
|
465
|
|
|
Common
Shares
|
|
Common
Stock
|
|
Treasury
Shares
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||||||
Balance at December 31, 2009
|
319
|
|
|
$
|
3
|
|
|
27
|
|
|
$
|
(2
|
)
|
|
$
|
1,422
|
|
|
$
|
122
|
|
|
$
|
1
|
|
|
$
|
1,546
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
|
|
|||||||||||||
Vesting of restricted stock units
|
1
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Stock issued under crewmember stock purchase plan
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Balance at December 31, 2010
|
322
|
|
|
3
|
|
|
28
|
|
|
(4
|
)
|
|
1,446
|
|
|
219
|
|
|
(10
|
)
|
|
1,654
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
|
|
|||||||||||||
Vesting of restricted stock units
|
2
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Stock issued under crewmember stock purchase plan
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Shares returned pursuant to 2008 share lending
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Balance at December 31, 2011
|
327
|
|
|
3
|
|
|
45
|
|
|
(8
|
)
|
|
1,472
|
|
|
305
|
|
|
(15
|
)
|
|
1,757
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
||||||
Changes in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135
|
|
|||||||||||||
Vesting of restricted stock units
|
2
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
—
|
|
|
—
|
|
|
4
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Balance at December 31, 2012
|
331
|
|
|
$
|
3
|
|
|
50
|
|
|
$
|
(35
|
)
|
|
$
|
1,495
|
|
|
$
|
433
|
|
|
$
|
(8
|
)
|
|
$
|
1,888
|
|
|
|
2012
|
|
2011
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
65
|
|
|
$
|
70
|
|
Treasury Bills
|
|
68
|
|
|
—
|
|
||
Commercial paper
|
|
142
|
|
|
183
|
|
||
|
|
275
|
|
|
253
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Corporate bonds
|
|
313
|
|
|
313
|
|
||
Government bonds
|
|
40
|
|
|
25
|
|
||
Time deposits
|
|
57
|
|
|
—
|
|
||
|
|
410
|
|
|
338
|
|
||
Total
|
|
$
|
685
|
|
|
$
|
591
|
|
|
|
|
|
|
Estimated Useful Life
|
Residual Value
|
|
Aircraft
|
25 years
|
20
|
%
|
In-flight entertainment systems
|
5 years
|
0
|
%
|
Aircraft parts
|
Fleet life
|
10
|
%
|
Flight equipment leasehold improvements
|
Lower of lease term or economic life
|
0
|
%
|
Ground property and equipment
|
3-10 years
|
0
|
%
|
Leasehold improvements—other
|
Lower of lease term or economic life
|
0
|
%
|
Buildings on leased land
|
Lease term
|
0
|
%
|
|
|
2012
|
|
2011
|
||||||||||
Secured Debt
|
|
|
|
|
|
|
|
|
||||||
Floating rate equipment notes, due through 2025 (1)
|
|
$
|
816
|
|
|
2.7
|
%
|
|
$
|
743
|
|
|
2.8
|
%
|
Floating rate enhanced equipment notes (2) (3)
|
|
|
|
|
|
|
|
|
||||||
Class G-1, due 2013, 2014 and 2016
|
|
173
|
|
|
3.1
|
%
|
|
202
|
|
|
3.1
|
%
|
||
Class G-2, due 2014 and 2016
|
|
373
|
|
|
2.6
|
%
|
|
373
|
|
|
2.5
|
%
|
||
Class B-1, due 2014
|
|
49
|
|
|
6.5
|
%
|
|
49
|
|
|
6.1
|
%
|
||
Fixed rate equipment notes, due through 2026
|
|
960
|
|
|
6.3
|
%
|
|
1,192
|
|
|
6.3
|
%
|
||
Fixed rate special facility bonds, due through 2036 (4)
|
|
82
|
|
|
6.0
|
%
|
|
83
|
|
|
6.0
|
%
|
||
Unsecured Debt
|
|
|
|
|
|
|
|
|
||||||
6.75% convertible debentures due in 2039 (5)
|
|
162
|
|
|
|
|
162
|
|
|
|
||||
5.5% convertible debentures due in 2038 (6)
|
|
123
|
|
|
|
|
123
|
|
|
|
||||
Capital Leases (7)
|
|
113
|
|
|
3.9
|
%
|
|
121
|
|
|
3.9
|
%
|
||
Total debt and capital lease obligations
|
|
2,851
|
|
|
|
|
3,048
|
|
|
|
||||
Less: Current maturities
|
|
(394
|
)
|
|
|
|
(198
|
)
|
|
|
||||
Long-term debt and capital lease obligations
|
|
$
|
2,457
|
|
|
|
|
$
|
2,850
|
|
|
|
(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. In November 2011, we redeemed
$3 million
of class G-1 certificates. The remaining 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 increases 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, 2012
, and the effective interest rates are included in the above table. The interest rate for the remaining
$34 million
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 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
|
(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 principal amount of these bonds, net of discounts, as long-term debt on our consolidated balance sheets 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)
|
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.
|
(6)
|
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 and were originally 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. As of December 31,
|
(7)
|
At
December 31, 2012
and
2011
,
four
capital leased Airbus A320 aircraft were included in property and equipment at a cost of
$152 million
with accumulated amortization of
$28 million
and
$23 million
, respectively. The future minimum lease payments under these non-cancelable leases are
$14 million
in each of 2013 through 2017 and
$82 million
in the years thereafter. Included in the future minimum lease payments is
$39 million
representing interest, resulting in a present value of capital leases of
$113 million
with a current portion of
$8 million
and a long-term portion of
$105 million
.
|
Year
|
Maturities
|
|
|
2013
|
$
|
394
|
|
2014
|
572
|
|
|
2015
|
258
|
|
|
2016
|
456
|
|
|
2017
|
182
|
|
|
Thereafter
|
989
|
|
|
|
December 31, 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 2013, 2014, and 2016
|
|
$
|
173
|
|
|
$
|
164
|
|
|
$
|
202
|
|
|
$
|
185
|
|
Class G-2, due 2014 and 2016
|
|
373
|
|
|
351
|
|
|
373
|
|
|
316
|
|
||||
Class B-1, due 2014
|
|
49
|
|
|
48
|
|
|
49
|
|
|
47
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
82
|
|
|
82
|
|
|
83
|
|
|
76
|
|
||||
6.75% convertible debentures due in 2039
|
|
162
|
|
|
225
|
|
|
162
|
|
|
214
|
|
||||
5.5% convertible debentures due in 2038
|
|
123
|
|
|
173
|
|
|
123
|
|
|
162
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate equipment notes, due through 2025
|
|
816
|
|
|
776
|
|
|
743
|
|
|
712
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
960
|
|
|
1,050
|
|
|
1,192
|
|
|
1,293
|
|
||||
Total
|
|
$
|
2,738
|
|
|
$
|
2,869
|
|
|
$
|
2,927
|
|
|
$
|
3,005
|
|
|
|
Aircraft
|
|
Other
|
|
Total
|
||||||
2013
|
|
$
|
132
|
|
|
$
|
66
|
|
|
$
|
198
|
|
2014
|
|
138
|
|
|
56
|
|
|
194
|
|
|||
2015
|
|
143
|
|
|
48
|
|
|
191
|
|
|||
2016
|
|
82
|
|
|
43
|
|
|
125
|
|
|||
2017
|
|
70
|
|
|
41
|
|
|
111
|
|
|||
Thereafter
|
|
331
|
|
|
342
|
|
|
673
|
|
|||
Total minimum operating lease payments
|
|
$
|
896
|
|
|
$
|
596
|
|
|
$
|
1,492
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Interest on convertible debt, net of income taxes and discretionary profit sharing
|
|
9
|
|
|
12
|
|
|
11
|
|
|||
Net income applicable to common stockholders after assumed conversion for diluted earnings per share
|
|
$
|
137
|
|
|
$
|
98
|
|
|
$
|
108
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding for basic earnings per share
|
|
282,317
|
|
|
278,689
|
|
|
275,364
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Employee stock options
|
|
1,237
|
|
|
1,660
|
|
|
2,611
|
|
|||
Convertible debt
|
|
60,575
|
|
|
66,118
|
|
|
68,605
|
|
|||
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share
|
|
344,129
|
|
|
346,467
|
|
|
346,580
|
|
|||
Shares excluded from EPS calculation (in millions):
|
|
|
|
|
|
|
||||||
Shares issuable upon conversion of our convertible debt since assumed conversion would be antidilutive
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares issuable upon exercise of outstanding stock options since assumed exercise would be antidilutive
|
|
19.5
|
|
|
22.3
|
|
|
24.0
|
|
|
|
2012
|
|||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
|
65,914
|
|
|
$
|
5.08
|
|
Granted
|
|
2,570,891
|
|
|
5.79
|
|
|
Vested
|
|
(20,249
|
)
|
|
5.09
|
|
|
Forfeited
|
|
(132,892
|
)
|
|
5.83
|
|
|
Nonvested at end of year
|
|
2,483,664
|
|
|
$
|
5.77
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Nonvested at beginning of year
|
|
4,093,484
|
|
|
$
|
5.64
|
|
|
3,681,013
|
|
|
$
|
5.18
|
|
|
3,310,374
|
|
|
$
|
5.13
|
|
Granted
|
|
—
|
|
|
—
|
|
|
2,677,809
|
|
|
6.01
|
|
|
2,086,973
|
|
|
5.36
|
|
|||
Vested
|
|
(1,921,940
|
)
|
|
5.41
|
|
|
(1,731,145
|
)
|
|
5.26
|
|
|
(1,262,459
|
)
|
|
5.32
|
|
|||
Forfeited
|
|
(142,463
|
)
|
|
5.76
|
|
|
(534,193
|
)
|
|
5.53
|
|
|
(453,875
|
)
|
|
5.21
|
|
|||
Nonvested at end of year
|
|
2,029,081
|
|
|
$
|
5.85
|
|
|
4,093,484
|
|
|
$
|
5.64
|
|
|
3,681,013
|
|
|
$
|
5.18
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding at beginning of year
|
|
21,807,170
|
|
|
$
|
13.91
|
|
|
23,600,494
|
|
|
$
|
13.42
|
|
|
25,592,883
|
|
|
$
|
12.88
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
|
(493,731
|
)
|
|
4.00
|
|
|
(934,993
|
)
|
|
2.09
|
|
|
(1,158,187
|
)
|
|
1.61
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
(23,700
|
)
|
|
8.92
|
|
|
(27,605
|
)
|
|
11.32
|
|
|||
Expired
|
|
(5,468,315
|
)
|
|
12.03
|
|
|
(834,631
|
)
|
|
13.33
|
|
|
(806,597
|
)
|
|
13.40
|
|
|||
Outstanding at end of year
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,807,170
|
|
|
$
|
13.91
|
|
|
23,600,494
|
|
|
$
|
13.42
|
|
Vested at end of year
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,550,526
|
|
|
$
|
13.94
|
|
|
22,504,450
|
|
|
$
|
13.47
|
|
Available for future grants
|
|
56,105,162
|
|
|
|
|
50,494,384
|
|
|
|
|
39,997,981
|
|
|
|
|
|
Options Outstanding, Vested and Exercisable
|
|||||||||||
Range of exercise prices
|
|
Shares
|
|
Weighted Average
Remaining Contractual
Life (years)
|
|
Weighted Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(millions)
|
|||||
$7.79 to $29.71
|
|
15,845,124
|
|
|
2.2
|
|
$
|
14.87
|
|
|
$
|
—
|
|
|
|
15,845,124
|
|
|
|
|
|
|
$
|
—
|
|
|
|
2012
|
|||||
|
|
Shares
|
|
Weighted
Average Price
|
|||
Available for future purchases, beginning of year
|
|
8,000,000
|
|
|
|
||
Shares reserved for issuance
|
|
—
|
|
|
|
||
Common stock purchased
|
|
(1,563,776
|
)
|
|
$
|
4.75
|
|
Available for future purchases, end of year
|
|
6,436,224
|
|
|
|
|
|
2011
|
|
2010
|
||||||||||
|
|
Shares
|
|
Weighted
Average Price
|
|
Shares
|
|
Weighted
Average Price
|
||||||
Available for future purchases, beginning of year
|
|
20,923,959
|
|
|
|
|
22,169,558
|
|
|
|
||||
Shares reserved for issuance
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
Common stock purchased
|
|
(1,617,602
|
)
|
|
$
|
4.76
|
|
|
(1,245,599
|
)
|
|
$
|
5.96
|
|
Available for future purchases, end of year
|
|
19,306,357
|
|
|
|
|
20,923,959
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
68
|
|
|
$
|
51
|
|
|
$
|
55
|
|
State
|
|
8
|
|
|
7
|
|
|
7
|
|
|||
Deferred income tax expense
|
|
76
|
|
|
58
|
|
|
62
|
|
|||
Current income tax expense
|
|
5
|
|
|
1
|
|
|
2
|
|
|||
Total income tax expense
|
|
$
|
81
|
|
|
$
|
59
|
|
|
$
|
64
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax expense at statutory rate
|
|
$
|
73
|
|
|
$
|
51
|
|
|
$
|
57
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of federal benefit
|
|
6
|
|
|
5
|
|
|
6
|
|
|||
Valuation allowance
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Other, net
|
|
2
|
|
|
3
|
|
|
3
|
|
|||
Total income tax expense
|
|
$
|
81
|
|
|
$
|
59
|
|
|
$
|
64
|
|
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
127
|
|
|
$
|
175
|
|
Employee benefits
|
|
36
|
|
|
37
|
|
||
Deferred revenue/gains
|
|
82
|
|
|
76
|
|
||
Rent expense
|
|
22
|
|
|
20
|
|
||
Terminal 5 lease
|
|
26
|
|
|
22
|
|
||
Capital loss carryforwards
|
|
20
|
|
|
20
|
|
||
Other
|
|
37
|
|
|
38
|
|
||
Valuation allowance
|
|
(20
|
)
|
|
(21
|
)
|
||
Deferred tax assets
|
|
330
|
|
|
367
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Accelerated depreciation
|
|
(704
|
)
|
|
(660
|
)
|
||
Deferred tax liabilities
|
|
(704
|
)
|
|
(660
|
)
|
||
Net deferred tax liability
|
|
$
|
(374
|
)
|
|
$
|
(293
|
)
|
|
|
||
Unrecognized tax benefits December 31, 2009
|
$
|
9
|
|
Increases for tax positions taken during the period
|
2
|
|
|
|
|
||
Unrecognized tax benefits December 31, 2010
|
11
|
|
|
Increases for tax positions taken during the period
|
1
|
|
|
|
|
||
Unrecognized tax benefits December 31, 2011
|
12
|
|
|
Increases for tax positions taken during the period
|
1
|
|
|
|
|
||
Unrecognized tax benefits December 31, 2012
|
$
|
13
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Fuel derivatives
|
|
|
|
|
||||
Asset fair value recorded in prepaid expenses and other (1)
|
|
$
|
—
|
|
|
$
|
6
|
|
Liability fair value recorded in other accrued liabilities (1)
|
|
1
|
|
|
10
|
|
||
Longest remaining term (months)
|
|
9
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
|
675
|
|
|
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)
|
|
12
|
|
|
20
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
|
(9
|
)
|
|
(10
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Fuel derivatives
|
|
|
|
|
|
|
||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
|
|
$
|
10
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
Hedge ineffectiveness losses recognized in other income (expense)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Losses on derivatives not qualifying for hedge accounting recognized in other income (expense)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
|
14
|
|
|
(11
|
)
|
|
(11
|
)
|
|||
Percentage of actual consumption economically hedged
|
|
30
|
%
|
|
40
|
%
|
|
51
|
%
|
|||
Interest rate derivatives
|
|
|
|
|
|
|
||||||
Hedge losses on derivatives recognized in comprehensive income
|
|
(3
|
)
|
|
(7
|
)
|
|
(21
|
)
|
|||
Hedge losses on derivatives recognized in interest expense
|
|
(11
|
)
|
|
(10
|
)
|
|
(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 December 31, 2012
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Restricted cash
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Available-for-sale investment securities
|
|
68
|
|
|
207
|
|
|
—
|
|
|
275
|
|
||||
|
|
$
|
156
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
363
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate swap
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
|
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
|
|
||||
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
|
Aircraft Fuel
Derivatives |
|
Interest
Rate Swaps |
|
Total
|
||||||
Beginning accumulated gains (losses), at December 31, 2009
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
Reclassifications into earnings
|
|
3
|
|
|
5
|
|
|
8
|
|
|||
Change in fair value
|
|
(6
|
)
|
|
(13
|
)
|
|
(19
|
)
|
|||
Balance of accumulated gains (losses), at December 31, 2010
|
|
4
|
|
|
(14
|
)
|
|
(10
|
)
|
|||
Reclassifications into earnings
|
|
(1
|
)
|
|
6
|
|
|
5
|
|
|||
Change in fair value
|
|
(6
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|||
Balance of accumulated gains (losses), at December 31, 2011
|
|
(3
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|||
Reclassifications into earnings
|
|
(6
|
)
|
|
7
|
|
|
1
|
|
|||
Change in fair value
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
|||
Ending accumulated gains (losses), at December 31, 2012
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
(8
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
|
$
|
3,666
|
|
|
$
|
3,351
|
|
|
$
|
2,900
|
|
Caribbean & Latin America
|
|
1,316
|
|
|
1,153
|
|
|
879
|
|
|||
Total
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
$
|
3,779
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2012 (1)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,203
|
|
|
$
|
1,277
|
|
|
$
|
1,308
|
|
|
$
|
1,194
|
|
Operating income
|
|
89
|
|
|
130
|
|
|
113
|
|
|
44
|
|
||||
Net income
|
|
30
|
|
|
52
|
|
|
45
|
|
|
1
|
|
||||
Basic earnings per share
|
|
$
|
0.11
|
|
|
$
|
0.19
|
|
|
$
|
0.16
|
|
|
$
|
—
|
|
Diluted earnings per share
|
|
$
|
0.09
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
2011 (2)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,012
|
|
|
$
|
1,151
|
|
|
$
|
1,195
|
|
|
$
|
1,146
|
|
Operating income
|
|
45
|
|
|
86
|
|
|
108
|
|
|
83
|
|
||||
Net income
|
|
3
|
|
|
25
|
|
|
35
|
|
|
23
|
|
||||
Basic earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.08
|
|
Diluted earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.08
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
(1)
|
During the first quarter of 2012, LiveTV terminated a customer contract resulting in a gain of approximately
$8 million
in other operating expenses. During the second quarter of 2012, we recorded net gains of approximately
$10 million
on the sale of
two
EMBRAER 190 aircraft and
six
spare aircraft engines in other operating expenses, as well as net gains of approximately
$2 million
in interest income and other on the early extinguishment of debt secured by
six
aircraft. During the fourth quarter of 2012, we recognized losses of approximately
$3 million
in interest income and other on the early extinguishment of debt secured by
two
aircraft.
|
(2)
|
During the first quarter of 2011, we recorded
$9 million
of revenue related to our co-branded credit card agreement guarantee. During the third and fourth quarters of 2011, we recorded a
$5 million
loss and
$1 million
loss, respectively, on the early extinguishment of a portion of our
6.75%
Series A convertible debentures.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first
column)
|
||||
Equity compensation plans approved by security holders
|
|
20,619,805
|
|
|
$
|
12.77
|
|
|
94,216,876
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
20,619,805
|
|
|
$
|
12.53
|
|
|
94,216,876
|
|
|
|
|
|
|
1.
|
|
Financial statements:
|
|
|
|
|
Consolidated Balance Sheets — December 31, 2012 and December 31, 2011
|
|
|
|
|
Consolidated Statements of Operations — For the years ended December 31, 2012, 2011 and 2010
|
|
|
|
|
Consolidated Statements of Comprehensive Income - For the years ended December 31, 2012, 2011 and 2010
|
|
|
|
|
Consolidated Statements of Cash Flows — For the years ended December 31, 2012, 2011 and 2010
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2012, 2011 and 2010
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
2.
|
|
Financial Statement Schedule:
|
|
|
|
|
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
|
|
S-1
|
|
|
Schedule II — Valuation of Qualifying Accounts and Reserves
|
|
S-2
|
|
|
All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
|
|
|
3.
|
|
Exhibits: See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
February 20, 2013
|
|
|
|
By:
|
|
/s/ DONALD DANIELS
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/
S
/ DAVID BARGER
David Barger
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 20, 2013
|
|
|
|
||
/
S
/ MARK D. POWERS
Mark D. Powers
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 20, 2013
|
|
|
|
||
/
S
/ DONALD DANIELS
Donald Daniels
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 20, 2013
|
|
|
|
|
|
/
S
/ JENS BISCHOF
Jens Bischof *
|
|
Director
|
|
February 20, 2013
|
|
|
|
|
|
/
S
/ PETER BONEPARTH
Peter Boneparth *
|
|
Director
|
|
February 20, 2013
|
|
|
|
||
/
S
/ DAVID CHECKETTS
David Checketts *
|
|
Director
|
|
February 20, 2013
|
|
|
|
||
/
S
/ VIRGINIA GAMBALE
Virginia Gambale *
|
|
Director
|
|
February 20, 2013
|
|
|
|
||
/
S
/ STEPHAN GEMKOW
Stephan Gemkow *
|
|
Director
|
|
February 20, 2013
|
|
|
|
||
/
S
/ ELLEN JEWETT
Ellen Jewett *
|
|
Director
|
|
February 20, 2013
|
|
|
|
||
/
S
/ STANLEY MCCHRYSTAL
Stanley McChrystal *
|
|
Director
|
|
February 20, 2013
|
|
|
|
|
|
/
S
/ JOEL PETERSON
Joel Peterson *
|
|
Director
|
|
February 20, 2013
|
|
|
|
|
|
/
S
/ ANN RHOADES
Ann Rhoades *
|
|
Director
|
|
February 20, 2013
|
2.1
|
|
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, LLC—incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated September 27, 2002.
|
|
|
|
3.2(a)
|
|
Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
|
|
|
|
3.2(b)
|
|
Certificate of Amendment of Certificate of Incorporation, dated May 20, 2010—incorporated by reference to Exhibit 3.2(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
3.3(e)
|
|
Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.6 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
|
|
|
|
3.3(f)
|
|
Fifth Amended and Restated Bylaws of JetBlue Airways Corporation (consolidated amendments as of November 12, 2009)—incorporated by reference to Exhibit 3.3(f) to our Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
3.3(g)
|
|
Amended Consolidated Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated April 11, 2011.
|
|
|
|
3.3(h)
|
|
Amended Consolidated Fifth Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated September 18, 2012.
|
|
|
|
3.4
|
|
Certificate of Designation of Series A Participating Preferred Stock dated April 1, 2002—incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated July 10, 2003.
|
|
|
|
4.1
|
|
Specimen Stock Certificate—incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.2
|
|
Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.2(a)
|
|
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 therein—incorporated 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).
|
|
|
|
4.2(b)
|
|
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 therein—incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3, filed on October 7, 2003 (File No. 333-109546).
|
|
|
|
4.2(c)
|
|
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 therein—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K/A dated October 4, 2004.
|
|
|
|
4.2(d)
|
|
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 therein—incorporated by reference to Exhibit 4.19 to our Registration Statement on Form S-3 ARS, filed on June 30, 2006 (File No. 333-135545).
|
|
|
|
4.4
|
|
Summary of Rights to Purchase Series A Participating Preferred Stock—incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.5
|
|
Stockholder Rights Agreement—incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2002.
|
|
|
|
4.5(a)
|
|
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.
|
|
|
|
4.7
|
|
Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-1G-1-O—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(a)
|
|
Form of Three-Month LIBOR plus 0.420% JetBlue Airways Pass Through Certificate Series 2004-1G-2-O—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(b)
|
|
Form of Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through Certificate Series 2004-1C-O—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(c)
|
|
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 Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated March 24, 2004 (1).
|
|
|
|
4.7(d)
|
|
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 Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(e)
|
|
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 Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(f)
|
|
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 Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(g)
|
|
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 Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(h)
|
|
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 Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(i)
|
|
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 Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(j)
|
|
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 Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(k)
|
|
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 Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(l)
|
|
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 Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(m)
|
|
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-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated March 24, 2004 (2).
|
|
|
|
4.7(n)
|
|
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-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(o)
|
|
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-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(p)
|
|
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-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(q)
|
|
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 Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(r)
|
|
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 Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(s)
|
|
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 Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(t)
|
|
Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-1 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(u)
|
|
Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-2 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(v)
|
|
Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class C Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(w)
|
|
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 Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(x)
|
|
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 Certificates—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(y)
|
|
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 Certificates—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(z)
|
|
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 Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(aa)
|
|
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 Agent—incorporated by reference to Exhibit 4.28 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(ab)
|
|
Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.29 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.7(ac)
|
|
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 Agent—incorporated by reference to Exhibit 4.30 to our Current Report on Form 8-K dated March 24, 2004.
|
|
|
|
4.8
|
|
Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-2G-1-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(a)
|
|
Form of Three-Month LIBOR plus 0.450% JetBlue Airways Pass Through Certificate Series 2004-2G-2-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(b)
|
|
Form of Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Certificate Series 2004-2C-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(c)
|
|
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 Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 9, 2004 (3).
|
|
|
|
4.8(d)
|
|
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 Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(e)
|
|
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 Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(f)
|
|
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 Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(g)
|
|
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 Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(h)
|
|
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 Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(i)
|
|
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 Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(j)
|
|
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 Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(k)
|
|
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 Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(l)
|
|
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 Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated November 9, 2004.
|
|
|
|
4.8(m)
|
|
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-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004 (4).
|
|
|
|
4.8(n)
|
|
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-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(o)
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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-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(p)
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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-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(q)
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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 Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(r)
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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 Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(s)
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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 Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(t)
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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 Trustee—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(u)
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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 Certificates—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(v)
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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 Certificates—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(w)
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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 Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(x)
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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 Agent—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(y)
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Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated November 9, 2004.
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4.8(z)
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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 Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated November 9, 2004.
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4.9
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Indenture, dated as of March 16, 2005, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s debt securities—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 10, 2005.
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4.9(b)
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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 Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 5, 2008.
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4.9(c)
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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 Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 5, 2008.
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4.10
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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 Certificate—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(a)
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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 Certificate—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(b)
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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 Provider—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(c)
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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 Trust—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(d)
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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 Trust—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(e)
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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 Agent—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(f)
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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 Trustee—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(g)
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Guarantee, dated as of November 14, 2006, by Morgan Stanley, relating to the Above-Cap Liquidity Facility—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(h)
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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 Certificates—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(i)
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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 Agent—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(j)
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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 Mortgagee—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(k)
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Trust Indenture and Mortgage, dated November 14, 2006, between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(l)
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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 parties—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(m)
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Reference Agency Agreement, dated November 14, 2006, among JetBlue Airways Corporation, Wilmington Trust Company as Subordination Agent and Mortgagee and Reference Agent—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(n)
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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.
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4.10(o)
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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.
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4.10(p)
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Form of JetBlue Airways (Spare Parts) G-1 Equipment Note—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated November 14, 2006.
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4.10(q)
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Form of JetBlue Airways (Spare Parts) B-1 Equipment Note—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 14, 2006.
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4.11
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Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated December 13, 2007.
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4.11(a)
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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 AG—incorporated by reference to Exhibit 4.11(a) to our Current Report on Form 8-K dated January 23, 2008.
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4.12
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Registration Rights Agreement, dated as of January 22, 2008, by and between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated January 23, 2008.
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4.13
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Supplement Agreement, dated as of May 27, 2008, between JetBlue Airways Corporation and Deutsche Lufthansa AG –incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated May 28, 2008.
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4.14
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Second Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 5, 2008.
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4.15
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Third Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 5, 2008.
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4.16
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Form of Global Debenture—5.50% 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.
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4.17
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Form of Global Debenture—5.50% 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.
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4.18
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Fourth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 9, 2009.
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4.19
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Fifth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 9, 2009.
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4.20
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Form of Global Debenture—6.75% 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.
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4.21
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Form of Global Debenture—6.75% Convertible Debenture due 2039 (Series B)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 9, 2009.
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4.22
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Registration Rights Agreement, dated as of April 5, 2012, among JetBlue Airways Corporation, Deutsche Lufthansa AG and Lufthansa Malta Blues LP - incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K filed on April 5, 2012.
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10.3**
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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. 9—incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.3(a)**
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Side Letter No. 10 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 25, 2002—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
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10.3(b)**
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Side Letter No. 11 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 10, 2003—incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2002.
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10.3(c)**
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Side Letter No. 12 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated March 24, 2003—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
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10.3(d)**
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Side Letter No. 13 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 23, 2003—incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 30, 2003.
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10.3(e)**
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Side Letter No. 14 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated October 3, 2003—incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended December 31, 2003.
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10.3(f)**
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Side Letter No. 15 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 10, 2003—incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2003.
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10.3(g)**
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Side Letter No. 16 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 20, 2004—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.
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10.3(h)**
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Side Letter No. 17 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated June 11, 2004—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
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10.3(i)**
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Side Letter No. 18 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 19, 2004—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated November 19, 2004.
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10.3(j)**
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Side Letter No. 19 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 21, 2005—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.3(k)**
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Side Letter No. 20 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 6, 2006—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
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10.3(l)**
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Side Letter No. 21 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated January 30, 2007—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
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10.3(m)**
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Side Letter No. 22 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated March 27, 2007—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
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10.3(n)**
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Side Letter No. 23 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated December 18, 2007—incorporated by reference to Exhibit 10.3(n) to our Annual Report on Form 10-K, as amended, for the year ended December 31, 2007.
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10.3(o)**
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Side Letter No. 24 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated April 2, 2008—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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10.3(p)**
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Side Letter No. 25 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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10.3(q)**
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Side Letter No. 26 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated January 27, 2009—incorporated by reference to Exhibit 10.3(q) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
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10.3(r)**
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Side Letter No. 27 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated June 5, 2009–incorporated by reference to Exhibit 10.3(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
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10.3(s)**
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Side letter No. 28 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 31, 2010—incorporated by reference to Exhibit 10.3(s) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
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10.3(t)**
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Side letter No. 29 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 14, 2011—incorporated by reference to Exhibit 10.3(t) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
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10.3(u)**
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Side letter No. 30 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 17, 2011—incorporated by reference to Exhibit 10.3(u) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(v)**
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Side letter No. 31 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated September 27, 2011—incorporated by reference to Exhibit 10.3(v) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(w)**
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Side letter No. 32 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 8, 2011 - incorporated by reference to Exhibit 10.3(w) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(x)**
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Side letter No. 33 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 1, 2011 - incorporated by reference to Exhibit 10.3(x) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(y)**
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Side letter No. 34 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated February 21, 2012 - incorporated by reference to Exhibit 10.3(y) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(z)**
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Side letter No. 35 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 15, 2012 - incorporated by reference to Exhibit 10.3(z) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(aa)**
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Side letter No. 36 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 1, 2012 - incorporated by reference to Exhibit 10.3(aa) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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10.3(ab)***
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Side letter No. 37 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 9, 2012.
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10.4**
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Amendment and Restated Agreement between JetBlue Airways Corporation and LiveTV, LLC, dated as of December 17, 2001, including Amendments No. 1, No. 2 and 3—incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.5**
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GDL Patent License Agreement between Harris Corporation and LiveTV, LLC, dated as of September 2, 2002—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for quarter ended September 30, 2002.
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10.14*
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JetBlue Airways Corporation 401(k) Retirement Plan, amended and restated as of January 1, 2009—incorporated by reference to Exhibit 10.14 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
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10.15
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Form of Director/Officer Indemnification Agreement—incorporated 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.
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10.17**
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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.
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10.17(a)**
|
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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 Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.18**
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Letter Agreement DCT-026/2003, dated June 9, 2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K dated June 30, 2003.
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10.18(a)**
|
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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 Corporation—incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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10.18(b)**
|
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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 Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2006.
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10.18(c)**
|
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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 Corporation—incorporated by reference to Exhibit 10.22( c) to our Annual Report on Form 10-K for the year ended December 31, 2006.
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10.18(d)**
|
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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 Corporation—incorporated by reference to Exhibit 10.18(d) to our Annual Report on Form 10-K for the year ended December 31, 2007.
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10.18(e)**
|
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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 Corporation—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
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10.18(f)**
|
|
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 Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
|
|
|
|
10.18(g)**
|
|
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 Corporation—incorporated by reference to Exhibit 10.18(g) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
|
|
|
10.18(h)**
|
|
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—incorporated by reference to Exhibit 10.18(h) to the Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
10.18(i)**
|
|
Amendment No. 9 to Letter Agreement DCT-026/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(i) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
|
|
|
|
10.20
|
|
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 Corporation—incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
10.21*
|
|
Amended and Restated 2002 Stock Incentive Plan, dated November 7, 2007, and form of award agreement—incorporated by reference to Exhibit 10.21 to the Annual Report for Form 10-K for the year ended December 31, 2008.
|
|
|
|
10.22*
|
|
JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June 28, 2007—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated June 28, 2007.
|
|
|
|
10.23*
|
|
Employment Agreement, dated February 11, 2008, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
10.23(a)*
|
|
Amendment to Employment Agreement, dated July 8, 2009, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(a) to our Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
10.23(b)*
|
|
Amendment no. 2 to Employment Agreement, dated December 21, 2010, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(b) to our Current Report on Form 8-K filed on December 22, 2010.
|
|
|
|
10.25
|
|
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.
|
|
|
|
10.26
|
|
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 Agent—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2008.
|
|
|
|
10.27
|
|
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 Agent—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 5, 2008.
|
|
|
|
10.29
|
|
Option Letter Agreement, dated as of June 3, 2009, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2009.
|
|
|
|
10.30**
|
|
Sublease by and between JetBlue Airways Corporation and Metropolitan Life Insurance Company—incorporated by reference to Exhibit 10.30 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
|
|
|
|
10.31(a)
|
|
JetBlue Airways Corporation 2011 Incentive Compensation Plan—incorporated by reference to Exhibit 10.31(a) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
|
|
|
|
10.31(b)
|
|
JetBlue Airways Corporation 2011 Incentive Compensation Plan forms of award agreement—incorporated by reference to Exhibit 10.31(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
|
|
|
|
10.33**
|
|
Airbus A320 Family Purchase Agreement, dated October 19, 2011, between Airbus S.A.S. and JetBlue Airways Corporation, including letter agreements 1-8, each dated as of same date - incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
10.33(a)***
|
|
Letter Agreement 9 to Airbus A320 Family Purchase Agreement, dated December 19, 2012, between Airbus S.A.S. and JetBlue Airways Corporation.
|
|
|
|
10.35*
|
|
JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan - incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
|
List of Subsidiaries.
|
|
|
|
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certifications.
|
|
|
|
99.2
|
|
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 Airport—incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
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
|
*
|
Compensatory plans in which the directors and executive officers of JetBlue participate.
|
**
|
Pursuant to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted.
|
***
|
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.
|
****
|
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, 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.
|
(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,
|
(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).
|
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning of
period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
|
Balance at
end of
period
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
7,586
|
|
|
$
|
5,472
|
|
|
$
|
—
|
|
|
$
|
6,465
|
|
(1)
|
|
$
|
6,593
|
|
Allowance for obsolete inventory parts
|
|
3,886
|
|
|
1,250
|
|
|
—
|
|
|
90
|
|
(3)
|
|
5,046
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,872
|
|
|
—
|
|
|
—
|
|
|
604
|
|
(2)
|
|
20,268
|
|
|||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
6,172
|
|
|
$
|
7,017
|
|
|
$
|
—
|
|
|
$
|
5,603
|
|
(1)
|
|
$
|
7,586
|
|
Allowance for obsolete inventory parts
|
|
3,636
|
|
|
1,026
|
|
|
—
|
|
|
776
|
|
(3)
|
|
3,886
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,672
|
|
|
254
|
|
|
—
|
|
|
54
|
|
(2)
|
|
20,872
|
|
|||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
5,660
|
|
|
$
|
7,471
|
|
|
$
|
—
|
|
|
$
|
6,959
|
|
(1)
|
|
$
|
6,172
|
|
Allowance for obsolete inventory parts
|
|
3,373
|
|
|
1,018
|
|
|
—
|
|
|
755
|
|
(3)
|
|
3,636
|
|
|||||
Valuation allowance for deferred tax assets
|
|
24,631
|
|
|
—
|
|
|
—
|
|
|
3,959
|
|
(2)
|
|
20,672
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
(2)
|
Attributable to recognition and write-off of deferred tax assets.
|
(3)
|
Inventory scrapped.
|
Subject:
|
Side Letter No. 37 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999.
|
A.
|
The Parties wish to [***];
|
B.
|
JetBlue has agreed with the Aircraft Manufacturer to convert the aircraft model of thirty (30) Firm Aircraft from A320 to A321 and now wishes to reflect such changes in the Agreement;
|
C.
|
JetBlue has agreed with the Aircraft Manufacturer to certain Firm Aircraft scheduling changes and now wishes to reflect such changes in the Agreement;
|
D.
|
JetBlue has agreed with the Aircraft Manufacturer to cancel certain Option Aircraft and now wishes to reflect such changes in the Agreement;
|
E.
|
The Parties wish to amend certain terms and conditions with respect to the calculations of [***] for future Firm Aircraft deliveries under the Agreement;
|
F.
|
The Parties wish to amend the terms and conditions under which JetBlue procures the SelectOne
TM
Production Standard from IAE under the Agreement; and
|
G.
|
The Parties wish to [***] contained in the Agreement.
|
1.
|
Revision to Exhibit B-1 to the Agreement
|
1.1
|
The Parties hereby agree that Exhibit B-1 to the Agreement,
Aircraft Delivery Schedule
, is hereby deleted in its entirety and replaced by the revised delivery schedule attached as Appendix 1 hereto which captures the amendments as set forth in Sections 2, 3, 4 and 5 below.
|
1.2
|
The Parties hereby agree that Exhibit B-2 to the Agreement,
Purchased Items, Price, Escalation Formula and Delivery
, is hereby deleted in its entirety and replaced by Appendix 2 attached hereto.
|
2.
|
Aircraft [***]
|
2.1.
|
The Parties agree that of the forty-eight (48) Firm Aircraft still left to be delivered as of the date of this Side Letter No. 37 (the “
Firm Backlog Aircraft
”), the twenty-one (21) Incremental Firm Aircraft still left to be delivered shall hereafter [
*
**]. This Side Letter No. 37 along with Side Letter No. 32, Side Letter No. 34 and Side Letter No. 36 together: (i) increase the total quantity of [***] from thirty (30) to fifty-five (55) and (ii) decrease the total quantity of [***] from sixty-five (65) to forty (40).
|
2.2.
|
[***].
|
2.3.
|
The Parties agree to [***] for Firm Aircraft No. 126, Firm Aircraft No. 127 and Firm Aircraft No. 128 which were delivered as [***] subject to Sections
6
and
7
below. The Parties agree to [***].
|
3.
|
Aircraft Conversion
|
3.1.
|
The Parties agree that Thirty (30) Firm Backlog Aircraft, Firm Aircraft No. 133 through Firm Aircraft No. 162 inclusive as set forth in Exhibit B-1 to the Agreement attached as Appendix 1 hereto, shall be converted from A320 Firm Aircraft powered by V2527-A5 Engines to A321 Firm Aircraft powered by V2533-A5 Engines.
|
4.
|
Aircraft Rescheduling
|
4.1.
|
The delivery schedule for Firm Backlog Aircraft shall be deferred as set forth in Exhibit B-1 to the Agreement attached as Appendix 1 hereto.
|
4.2.
|
The Parties agree that [***].
|
5.
|
Option Aircraft Cancellation
|
5.1.
|
The twenty-two (22) remaining 2004 Option Aircraft are hereby cancelled and deleted from the Agreement.
|
6.
|
Escalation for Firm Backlog Aircraft Deliveries
|
6.1.
|
The [***] for Firm Backlog Aircraft shall be calculated from a base month of [***] in accordance with the applicable formula in Exhibit B-2 as follows:
|
6.1.1.
|
escalation shall be calculated to [
*
**] of the Firm Backlog Aircraft, except to the extent that [***], in which case escalation shall be calculated to [***] as set forth in Appendix 1 hereto; or
|
6.1.2.
|
in the event that JetBlue is the sole cause of a delay in delivery of any Firm Backlog Aircraft beyond its scheduled delivery date, escalation shall be calculated to [***]; or
|
6.1.3.
|
in the event that IAE is the sole cause of a delay in delivery of any Firm Backlog Aircraft beyond its scheduled delivery date, escalation shall be calculated to [***]; or
|
6.1.4.
|
in the event that the Aircraft Manufacturer is the cause of a delay in the delivery of any Firm Backlog Aircraft beyond its scheduled delivery date (and such delay is not due to the acts, omissions or request of JetBlue, escalation shall be calculated to [***].
|
6.2.
|
Notwithstanding Clause 6.1 above, for the period beginning January 1, 2003 and ending December 31, 20[***], escalation for all pricing and credits for Firm Backlog Aircraft as calculated by the applicable escalation formula in Exhibit B-2 shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B [***].
|
6.3.
|
Notwithstanding anything to the contrary in the Agreement, upon delivery of each Firm Backlog Aircraft, IAE will, as of the respective dates of delivery of each of the Firm Backlog Aircraft delivered to and accepted by JetBlue, calculate [***]:
|
6.4.1.
|
The Deemed Shipset Price (as defined below) escalated in accordance with Clause 6.1 above; [***]
|
6.4.2.
|
The Deemed Shipset Price escalated in accordance with Clause 6.1 above [***].
|
6.4.
|
Clause d of Side Letter No. 25,
Credits and Late Delivery Period
, is hereby deleted in its entirety from Side Letter No. 25.
|
6.5.
|
Clause e of Side Letter No. 25,
Limitation to Late Delivery Period
, is hereby deleted in its entirety from Side Letter No. 25.
|
7.
|
Amendments to SelectOne
TM
Terms and Conditions
|
7.1.
|
Clause 1.2 of Section 1 of Side Letter No. 21, Definitions, is hereby deleted in its entirety from Side Letter No. 21 and replaced with the following:
|
“1.2
|
“
SelectOne™ Engines
” shall mean each V2500-A5 Engines in which the SelectOne™ Production Standard has been incorporated at production.”
|
7.2.
|
Section 2 of Side Letter No. 21,
Purchase of SelectOne
TM
Engines
, is hereby deleted in its entirety from Side Letter No. 21 and replaced with the following:
|
2.1
|
JetBlue shall pay IAE for each SelectOne
TM
Engine as follows:
|
2.1.1
|
For each SelectOne™ Engine originally installed from new on SelectOne™ Eligible Aircraft delivered to JetBlue on or after the SelectOne™ Production Date (“
SelectOne™ Installed Engine
”), [***] (US$[***]) [***] US$ per SelectOne™ Installed Engine (the “
SelectOne™ Purchase Price
”);
|
2.1.2
|
For each SelectOne™ Production Standard Spare Engine (“
SelectOne™ Spare Engine
”), the SelectOne™ Purchase Price.
|
2.2
|
In addition to the SelectOne™ Purchase Price, JetBlue will also pay for each SelectOne
TM
Eligible Aircraft the following amounts, as applicable (the “[***]”):
|
2.2.1
|
[***] (US$[***]) in [***] US$ per SelectOne
TM
Eligible Aircraft delivered with V2527-A5 rated SelectOne
TM
; or
|
2.2.2
|
[***] (US$[***]) in [***] US$ per SelectOne
TM
Eligible Aircraft delivered with V2533-A5 rated SelectOne
TM
Engines.
|
2.3
|
The Parties agree that for each SelectOne
TM
Eligible Aircraft delivered to JetBlue, the [***] provided to JetBlue for such aircraft shall be [***], escalated in accordance in Section 2.4 below.
|
2.4
|
The escalation of each SelectOne™ Purchase Price and [***] shall be calculated in accordance with Section 6 of Side Letter No. 37.”
|
7.3.
|
Section 3 of Side Letter No. 21, [***], is hereby deleted in its entirety from Side Letter No. 21 and replaced with the following:
|
7.4.
|
Section 4 of Side Letter No. 21, [***], is hereby deleted in its entirety from Side Letter No. 21 and replaced with the following:
|
7.5.
|
Section 3 of Exhibit A to Side Letter No.21, [***], is hereby deleted in its entirety and replaced with the following:
|
3.1
|
JetBlue shall pay IAE for each SelectOne
TM
Engine as follows:
|
3.1.1
|
For each SelectOne™ Engine originally installed from new on SelectOne™ Eligible Aircraft delivered to JetBlue on or after the SelectOne™ Production Date (“
SelectOne™ Installed Engine
”), [***] Dollars (US$[***]) in [***]US$ per SelectOne™ Installed Engine (the “
SelectOne™ Purchase Price
”);
|
3.1.2
|
For each SelectOne™ Production Standard Spare Engine (“
SelectOne™ Spare Engine
”), the SelectOne™ Purchase Price.
|
3.2
|
The SelectOne™ Purchase Price shall be escalated from a base month of [***] in accordance with the formula in Exhibit A-1 hereto to [***]. To the extent that JetBlue [***].
|
3.3
|
Notwithstanding Clause 3.2 above, for the period beginning January 1, 2005 and ending December 31, 20[***], escalation for the SelectOne™ Purchase Price as calculated in accordance with the formula in Exhibit A-1 hereto shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit A-1 [***].
|
3.4
|
For the avoidance of doubt, the pricing information provided in this Section 3 has been reproduced in its entirety from the pricing information contained in Section 2.1 to Side Letter No. 21, as amended from time to time.”
|
7.6.
|
The Parties agree that as of the date of this Side Letter No. 37, [***] as set forth in Sections 3 and 4 of Side Letter No. 21 is null and void and JetBlue hereby [***].
|
8.
|
Removal of [***]
|
8.1.
|
[***]
, is hereby deleted in its entirety from [***]
|
8.2.
|
The Parties agree that as of the date of this Side Letter No. 37, [***] as set forth in [***] is [***] for Engines delivered to JetBlue at any time under the Agreement.
|
9.
|
Miscellaneous
|
9.1.
|
This Side Letter No. 37 is not, and shall not be construed as, a waiver of either Party’s rights or remedies.
|
9.2.
|
This Side Letter No. 37 contains matters of a confidential and proprietary nature and is delivered on the express condition that its terms shall not be disclosed to any third party or reproduced in whole or in part for anyone other than the parties hereto without the other party's prior written consent, unless otherwise stated herein.
|
9.3.
|
This Side Letter No. 37 constitutes a valid, legal, binding obligation. This Side Letter No. 37 shall be construed and interpreted in accordance with the laws of the State of Connecticut, United States of America with the exception of its conflict of law provisions.
|
9.4.
|
This Side Letter No. 37 may be executed in one or more counterparts, each of which when so executed and delivered shall be an original but shall constitute one and the same instrument.
|
Very truly yours,
|
Agreed to and accepted on behalf of
|
IAE International Aero Engines AG
|
JetBlue Airways Corporation
|
/s/ Debarshi Mandal______________ _
By
|
/s/ Mark D. Powers__________________
By
|
Debarshi Mandal__________________
Name
|
Mark D. Powers_____________________
Name
|
Commercial Manager_____________ _
Title
|
Chief Financial Officer________________
Title
|
•
|
R
denotes the Incremental Firm Aircraft that will be treated as [***] in accordance with Section 2 of Side Letter No. 37.
|
•
|
* denotes Firm Aircraft that have received or will receive the $[***] ([***])$) spare parts credit as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25.
|
•
|
** denotes Firm Aircraft that have received or will receive the $[***] ([***]$) spare parts credit as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25.
|
•
|
†
denotes Firm Aircraft that have received or will receive the both the $[***] ([***]$) and $[***] ([***]$) the spare parts credits and as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25.
|
•
|
Delivered Aircraft are indicated by
italics
typeface.
|
•
|
Applicable escalation formulae, indicated for the calculation of Fleet Introductory Assistance credits, are in accordance with Side Letter No. 13 and Side Letter No. 17 to the Agreement, as amended by Side Letter No. 25 to the Agreement.
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
No. 20
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 21
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 22
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 23
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 24
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 25
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 26
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 27
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 28
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 29
|
Existing Firm Aircraft
|
A320
|
[***]
|
2002
|
Formula I
|
|
No. 30
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 31
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 32
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 33
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 34
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 35
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 36
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 37
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 38
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
*
|
No. 39
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 40
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 41
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 42
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 43
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
*
|
No. 44
|
Existing Firm Aircraft
|
A320
|
[***]
|
2003
|
Formula I
|
|
No. 45
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 46
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 47
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 48
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
*
|
No. 49
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 50
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 51
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 52
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 53
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
*
|
No. 54
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 55
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 56
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 57
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
No. 58
|
Existing Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
*
|
No. 59
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2004
|
Formula I
|
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
No. 60
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 61
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 62
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 63
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
*
|
No. 64
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 65
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 66
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 67
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 68
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
*
|
No. 69
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 70
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 71
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
**
|
No. 72
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 73
|
Existing Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
*
|
No. 74
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 75
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2005
|
Formula I
|
|
No. 76
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2006
|
Formula II
|
|
No. 77
|
Existing Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 78
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
*
|
No. 79
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 80
|
Existing Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 81
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
**
|
No. 82
|
Existing Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 83
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
*
|
No. 84
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 85
|
Existing Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 86
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 87
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 88
|
Existing Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
*
|
No. 89
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
**
|
No. 90
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2006
|
Formula I
|
|
No. 91
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2006
|
Formula II
|
|
No. 92
|
Existing Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 93
|
Existing Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
*
|
No. 94
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2007
|
Formula II
|
|
No. 95
|
Existing Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 96
|
Existing Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 97
|
Existing Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 98
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
*
|
No. 99
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
No. 100
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 101
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
**
|
No. 102
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
|
No. 103
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2007
|
Formula I
|
*
|
No. 104
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 105
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 106
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
**
|
No. 107
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 108
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
*
|
No. 109
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 110
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 111
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
**
|
No. 112
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 113
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
*
|
No. 114
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 115
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2008
|
Formula I
|
|
No. 116
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2009
|
Formula I
|
**
|
No. 117
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2009
|
Formula I
|
|
No. 118
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2009
|
Formula I
|
*
|
No. 119
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2010
|
Formula I
|
|
No. 120
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2010
|
Formula I
|
|
No. 121
|
Incremental Firm Aircraft
|
A320
|
[***]
|
2010
|
Formula I
|
**
|
No. 122
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2011
|
Formula II
|
|
No. 123
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2011
|
Formula II
|
†
|
No. 124
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2011
|
Formula II
|
|
No. 125
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2011
|
Formula II
|
|
No. 126
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2012
|
Formula II
|
R
|
No. 127
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2012
|
Formula II
|
R
|
No. 128
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2012
|
Formula II
|
R†
|
No. 129
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2012
|
Formula II
|
R
|
No. 130
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2013
|
Formula II
|
R
|
No. 131
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2013
|
Formula II
|
R
|
No. 132
|
2004 Incremental Aircraft
|
A320
|
[***]
|
2013
|
Formula II
|
R
|
No. 133
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2013
|
Formula II
|
†
|
No. 134
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2013
|
Formula II
|
|
No. 135
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2013
|
Formula II
|
|
No. 136
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2013
|
Formula II
|
|
No. 137
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 138
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R†
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
No. 139
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 140
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 141
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 142
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 143
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
†
|
No. 144
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
|
No. 145
|
2004 Incremental Aircraft
|
A321
|
Year
|
2014
|
Formula II
|
R
|
No. 146
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 147
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 148
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
†
|
No. 149
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 150
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 151
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 152
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 153
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
R
†
|
No. 154
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 155
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 156
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 157
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 158
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 159
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 160
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 161
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 162
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
R
|
No. 163
|
2004 Incremental Aircraft
|
A320
|
Year
|
2016
|
Formula II
|
|
No. 164
|
2004 Incremental Aircraft
|
A320
|
Year
|
2016
|
Formula II
|
|
No. 165
|
2004 Incremental Aircraft
|
A320
|
Year
|
2016
|
Formula II
|
|
No. 166
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
|
No. 167
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
|
No. 168
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
|
No. 169
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
R
|
No. 170
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
R
|
No. 171
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
R
|
No. 172
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
R
|
No. 173
|
2004 Incremental Aircraft
|
A320
|
Year
|
2017
|
Formula II
|
R
|
•
|
Delivered Firm Spare Engines are indicated by
italics
typeface
|
•
|
Applicable escalation formulae, indicated for the calculation of Spare Engine pricing and credits, are in accordance with Side Letter No. 13 and Side Letter No. 17 to the Agreement, as amended by Side Letter No. 25 to the Agreement.
|
1.
|
Any unit base price or other sum expressed to be subject to escalation from a base month to a month of delivery or other date of determination in accordance with the IAE Escalation Formula will be subject to escalation in accordance with the following formula:
|
1.
|
Any unit base price or other sum expressed to be subject to escalation from a base month to a month of delivery or other date of determination in accordance with the IAE Escalation Formula will be subject to escalation in accordance with the following formula:
|
Pi
|
= (Pb+F) x CPI where:
|
Pi
|
= the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar.
|
2.
|
If the U.S. Department of Labor changes the base year for determination of the Index values as defined above, such re-based values will be incorporated in the escalation calculation.
|
3.
|
If the U.S. Department of Labor revises the methodology used for the determination of the values to be used to determine the CPI or, for any reason, has not released values needed to determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation formula such that the escalation will as closely as possible approximate the result that would have been attained by continuing the use of the original escalation formula and values as they may have fluctuated during the applicable time period.
|
4.
|
The invoiced purchase price, which in no event shall be less than the unit base price, shall be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the sum is adjusted to 1.0000.
|
16
|
[***]/06
|
38
|
[***]/09
|
60
|
[***]/13
|
82 (***)
|
[***]/17
|
17
|
[***]/06
|
39
|
[***]/09
|
61
|
[***]/13
|
83 (***)
|
[***]/17
|
18
|
[***]/06
|
40[***]
|
[***]/09
|
62
|
[***]/13
|
84 (***)
|
[***]/17
|
19
|
[***]/06
|
41[***]
|
[***]/09
|
63
|
[***]/13
|
85 (***)
|
[***]/17
|
20
|
[***]/06
|
42
|
[***]/09
|
64
|
[***]/13
|
86 (***)
|
[***]/18
|
21
|
[***]/06
|
43
|
[***]/09
|
65
|
[***]/14
|
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 58
|
US$ [***]
|
59 to 88
|
US$ [***]
|
1
|
PREPAYMENT BY THE BUYER
|
Account name :
|
[***]
|
|
Address :
|
[***]
|
|
Account number :
|
[***]
|
|
Bank name :
|
[***]
|
|
Bank address :
|
[***]
|
|
BIC SWIFT :
|
[***]
|
|
ABA :
|
[***]
|
2
|
APPLICATION OF PREPAYMENT AMOUNT
|
(i)
|
Predelivery Payments totaling US$[***] ([***]) as detailed in Exhibit 1 hereto, and
|
(ii)
|
The Balance of the Final Price of Aircraft scheduled for Delivery in [***] 2013, up to a total of US$[***] ([***]), provided that, if this amount is not sufficient to cover the Balance of the Final Price of all of such Aircraft, then only the remainder of such amount shall be applied to, and the Buyer shall be liable for the outstanding amount of, the Balance of the Final Price of such Aircraft.
|
3
|
[***]
CREDIT MEMORANDUM
|
4
|
ASSIGNMENT
|
5
|
CONFIDENTIALITY
|
6
|
COUNTERPARTS
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
$
|
209
|
|
|
$
|
145
|
|
|
$
|
161
|
|
|
$
|
104
|
|
|
$
|
(89
|
)
|
Less: Capitalized interest
|
|
(8
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
(48
|
)
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
270
|
|
|
273
|
|
|
272
|
|
|
298
|
|
|
357
|
|
|||||
Amortization of capitalized interest
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Adjusted earnings
|
|
$
|
473
|
|
|
$
|
415
|
|
|
$
|
431
|
|
|
$
|
397
|
|
|
$
|
222
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
167
|
|
|
$
|
171
|
|
|
$
|
172
|
|
|
$
|
189
|
|
|
$
|
228
|
|
Amortization of debt costs
|
|
9
|
|
|
8
|
|
|
8
|
|
|
9
|
|
|
17
|
|
|||||
Rent expense representative of interest
|
|
94
|
|
|
94
|
|
|
92
|
|
|
100
|
|
|
112
|
|
|||||
Total fixed charges
|
|
$
|
270
|
|
|
$
|
273
|
|
|
$
|
272
|
|
|
$
|
298
|
|
|
$
|
357
|
|
Ratio of earnings to fixed charges (1)
|
|
1.75
|
|
|
1.52
|
|
|
1.59
|
|
|
1.33
|
|
|
—
|
|
(1)
|
Earnings were inadequate to cover fixed charges by $135 million for the year ended December 31, 2008.
|
(1)
|
Registration Statement (Form S-8 No. 333-86444) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-129238) pertaining to the JetBlue Airways Corporation Crewmember Stock Purchase Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-161565) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-174947) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan;
|
(5)
|
Registration Statement (Form S-3 No. 333-181058) of JetBlue Airways Corporation; and
|
(6)
|
Registration Statement (Form S-3 No. 333-184730) of JetBlue Airways Corporation
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 20, 2013
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 20, 2013
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
February 20, 2013
|
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
February 20, 2013
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|