|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
87-0617894
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Table of Contents
|
||
PART I.
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 1A.
|
||
|
||
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II.
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 7A.
|
||
Item 8.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III.
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV.
|
|
|
Item 15.
|
|
|
Year Ended December 31,
|
|||||||
Capacity Distribution
|
|
2014
|
|
2013
|
|
2012
|
|||
Caribbean & Latin America (1)
|
|
31.4
|
%
|
|
28.1
|
%
|
|
27.2
|
%
|
Florida
|
|
29.3
|
|
|
30.9
|
|
|
31.1
|
|
Transcontinental
|
|
26.3
|
|
|
27.9
|
|
|
28.6
|
|
East
|
|
5.7
|
|
|
5.0
|
|
|
4.9
|
|
Central
|
|
4.7
|
|
|
5.2
|
|
|
5.0
|
|
West
|
|
2.6
|
|
|
2.9
|
|
|
3.2
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gallons consumed (millions)
|
|
639
|
|
|
604
|
|
|
563
|
|
|||
Total cost (millions) (a)
|
|
$
|
1,912
|
|
|
$
|
1,899
|
|
|
$
|
1,806
|
|
Average price per gallon (a)
|
|
$
|
2.99
|
|
|
$
|
3.14
|
|
|
$
|
3.21
|
|
Percent of operating expenses
|
|
36.1
|
%
|
|
37.9
|
%
|
|
39.2
|
%
|
Aircraft
|
|
Seating Capacity
|
|
Owned
|
|
Capital Leased
|
|
Operating Leased
|
|
Total
|
|
Average Age in Years
|
||||||
Airbus A320
|
|
150
|
|
|
96
|
|
|
4
|
|
|
30
|
|
|
130
|
|
|
9.3
|
|
Airbus A321
|
|
190 / 159
|
|
(1)
|
11
|
|
|
2
|
|
|
—
|
|
|
13
|
|
|
0.6
|
|
EMBRAER 190
|
|
100
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
60
|
|
|
6.2
|
|
|
|
|
|
137
|
|
|
6
|
|
|
60
|
|
|
203
|
|
|
7.8
|
|
Year
|
|
Airbus
A320neo |
|
Airbus
A321 |
|
Airbus A321neo
|
|
EMBRAER
190 |
|
Total
|
2015
|
|
—
|
|
12
|
|
—
|
|
—
|
|
12
|
2016
|
|
—
|
|
10
|
|
—
|
|
—
|
|
10
|
2017
|
|
—
|
|
10
|
|
—
|
|
—
|
|
10
|
2018
|
|
—
|
|
1
|
|
6
|
|
—
|
|
7
|
2019
|
|
—
|
|
—
|
|
15
|
|
—
|
|
15
|
2020
|
|
6
|
|
—
|
|
9
|
|
10
|
|
25
|
2021
|
|
16
|
|
—
|
|
—
|
|
7
|
|
23
|
2022
|
|
3
|
|
—
|
|
13
|
|
7
|
|
23
|
2023
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
25
|
|
33
|
|
45
|
|
24
|
|
127
|
|
|
High
|
|
Low
|
||||
2014 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
9.37
|
|
|
$
|
8.32
|
|
June 30
|
|
10.88
|
|
|
7.63
|
|
||
September 30
|
|
12.73
|
|
|
10.40
|
|
||
December 31
|
|
15.90
|
|
|
9.41
|
|
||
2013 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
7.01
|
|
|
$
|
5.70
|
|
June 30
|
|
7.28
|
|
|
5.95
|
|
||
September 30
|
|
6.93
|
|
|
6.04
|
|
||
December 31
|
|
9.20
|
|
|
6.57
|
|
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
|
||||||
April 2014
|
|
719,875
|
|
|
$
|
8.43
|
|
|
719,875
|
|
|
|
||
May 2014
|
|
5,934,365
|
|
(1
|
)
|
$
|
10.57
|
|
|
5,934,365
|
|
|
|
|
September 2014
|
|
423,304
|
|
(1
|
)
|
$
|
10.90
|
|
|
423,304
|
|
|
|
|
Total
|
|
7,077,544
|
|
|
|
|
7,077,544
|
|
|
13,314,886
|
|
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
||||||||||
JetBlue Airways Corporation
|
|
$
|
100
|
|
|
$
|
79
|
|
|
$
|
87
|
|
|
$
|
129
|
|
|
$
|
240
|
|
S&P 500 Stock Index
|
|
100
|
|
|
102
|
|
|
118
|
|
|
157
|
|
|
178
|
|
|||||
NYSE Arca Airline Index (1)
|
|
100
|
|
|
69
|
|
|
94
|
|
|
148
|
|
|
222
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statements of Operations Data (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
|
$
|
3,779
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Aircraft fuel and related taxes
|
|
1,912
|
|
|
1,899
|
|
|
1,806
|
|
|
1,664
|
|
|
1,115
|
|
|||||
Salaries, wages and benefits (1)
|
|
1,294
|
|
|
1,135
|
|
|
1,044
|
|
|
947
|
|
|
891
|
|
|||||
Landing fees and other rents
|
|
321
|
|
|
305
|
|
|
277
|
|
|
245
|
|
|
228
|
|
|||||
Depreciation and amortization
|
|
320
|
|
|
290
|
|
|
258
|
|
|
233
|
|
|
220
|
|
|||||
Aircraft rent
|
|
124
|
|
|
128
|
|
|
130
|
|
|
135
|
|
|
126
|
|
|||||
Sales and marketing
|
|
231
|
|
|
223
|
|
|
204
|
|
|
199
|
|
|
179
|
|
|||||
Maintenance materials and repairs
|
|
418
|
|
|
432
|
|
|
338
|
|
|
227
|
|
|
172
|
|
|||||
Other operating expenses (2)
|
|
682
|
|
|
601
|
|
|
549
|
|
|
532
|
|
|
515
|
|
|||||
Total operating expenses
|
|
5,302
|
|
|
5,013
|
|
|
4,606
|
|
|
4,182
|
|
|
3,446
|
|
|||||
Operating income
|
|
515
|
|
|
428
|
|
|
376
|
|
|
322
|
|
|
333
|
|
|||||
Other income (expense) (3) (4)
|
|
108
|
|
|
(149
|
)
|
|
(167
|
)
|
|
(177
|
)
|
|
(172
|
)
|
|||||
Income before income taxes
|
|
623
|
|
|
279
|
|
|
209
|
|
|
145
|
|
|
161
|
|
|||||
Income tax expense
|
|
222
|
|
|
111
|
|
|
81
|
|
|
59
|
|
|
64
|
|
|||||
Net income
|
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
|
$
|
97
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.36
|
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
|
$
|
0.36
|
|
Diluted
|
|
$
|
1.19
|
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
|
$
|
0.31
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
|
8.9
|
%
|
|
7.9
|
%
|
|
7.5
|
%
|
|
7.1
|
%
|
|
8.8
|
%
|
|||||
Pre-tax margin (4)
|
|
10.7
|
%
|
|
5.1
|
%
|
|
4.2
|
%
|
|
3.2
|
%
|
|
4.3
|
%
|
|||||
Ratio of earnings to fixed charges
|
|
3.59
|
x
|
|
2.05x
|
|
|
1.75x
|
|
|
1.52
|
x
|
|
1.59
|
x
|
|||||
Net cash provided by operating activities
|
|
$
|
912
|
|
|
$
|
758
|
|
|
$
|
698
|
|
|
$
|
614
|
|
|
$
|
523
|
|
Net cash used in investing activities
|
|
(379
|
)
|
|
(476
|
)
|
|
(867
|
)
|
|
(502
|
)
|
|
(696
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(417
|
)
|
|
(239
|
)
|
|
(322
|
)
|
|
96
|
|
|
(258
|
)
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data (in millions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
341
|
|
|
$
|
225
|
|
|
$
|
182
|
|
|
$
|
673
|
|
|
$
|
465
|
|
Investment securities
|
|
427
|
|
|
516
|
|
|
685
|
|
|
591
|
|
|
628
|
|
|||||
Total assets
|
|
7,839
|
|
|
7,350
|
|
|
7,070
|
|
|
7,071
|
|
|
6,593
|
|
|||||
Total debt
|
|
2,233
|
|
|
2,585
|
|
|
2,851
|
|
|
3,136
|
|
|
3,033
|
|
|||||
Common stockholders’ equity
|
|
2,529
|
|
|
2,134
|
|
|
1,888
|
|
|
1,757
|
|
|
1,654
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Statistics (unaudited):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
32,078
|
|
|
30,463
|
|
|
28,956
|
|
|
26,370
|
|
|
24,254
|
|
|||||
Revenue passenger miles (millions)
|
|
37,813
|
|
|
35,836
|
|
|
33,563
|
|
|
30,698
|
|
|
28,279
|
|
|||||
Available seat miles (ASMs)(millions)
|
|
44,994
|
|
|
42,824
|
|
|
40,075
|
|
|
37,232
|
|
|
34,744
|
|
|||||
Load factor
|
|
84.0
|
%
|
|
83.7
|
%
|
|
83.8
|
%
|
|
82.4
|
%
|
|
81.4
|
%
|
|||||
Aircraft utilization (hours per day)
|
|
11.8
|
|
|
11.9
|
|
|
11.8
|
|
|
11.7
|
|
|
11.6
|
|
|||||
Average fare
|
|
$
|
166.57
|
|
|
$
|
163.19
|
|
|
$
|
157.11
|
|
|
$
|
154.74
|
|
|
$
|
140.69
|
|
Yield per passenger mile (cents)
|
|
14.13
|
|
|
13.87
|
|
|
13.55
|
|
|
13.29
|
|
|
12.07
|
|
|||||
Passenger revenue per ASM (cents)
|
|
11.88
|
|
|
11.61
|
|
|
11.35
|
|
|
10.96
|
|
|
9.82
|
|
|||||
Operating revenue per ASM (cents)
|
|
12.93
|
|
|
12.71
|
|
|
12.43
|
|
|
12.10
|
|
|
10.88
|
|
|||||
Operating expense per ASM (cents)
|
|
11.78
|
|
|
11.71
|
|
|
11.49
|
|
|
11.23
|
|
|
9.92
|
|
|||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.53
|
|
|
7.28
|
|
|
6.99
|
|
|
6.76
|
|
|
6.71
|
|
|||||
Operating expense per ASM, excluding fuel and profit sharing (cents)
|
|
7.48
|
|
|
7.25
|
|
|
6.98
|
|
|
6.76
|
|
|
6.71
|
|
|||||
Airline operating expense per ASM (cents) (5)
|
|
11.70
|
|
|
11.56
|
|
|
11.34
|
|
|
11.06
|
|
|
9.71
|
|
|||||
Departures
|
|
294,800
|
|
|
282,133
|
|
|
264,600
|
|
|
243,446
|
|
|
225,501
|
|
|||||
Average stage length (miles)
|
|
1,088
|
|
|
1,090
|
|
|
1,085
|
|
|
1,091
|
|
|
1,100
|
|
|||||
Average number of operating aircraft during period
|
|
196.2
|
|
|
185.2
|
|
|
173.9
|
|
|
164.9
|
|
|
153.5
|
|
|||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
2.99
|
|
|
$
|
3.14
|
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
|
$
|
2.29
|
|
Fuel gallons consumed (millions)
|
|
639
|
|
|
604
|
|
|
563
|
|
|
525
|
|
|
486
|
|
|||||
Average number of full-time equivalent employees (5)
|
|
13,280
|
|
|
12,447
|
|
|
12,035
|
|
|
11,532
|
|
|
10,959
|
|
(Revenue in millions)
|
|
|
|
|
|
Year-over-Year
Change |
|
|||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
5,343
|
|
|
$
|
4,971
|
|
|
$
|
372
|
|
|
7.5
|
|
|
Other Revenue
|
|
474
|
|
|
470
|
|
|
4
|
|
|
0.7
|
|
|
|||
Operating Revenues
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
$
|
376
|
|
|
6.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
166.57
|
|
|
$
|
163.19
|
|
|
$
|
3.38
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.13
|
|
|
13.87
|
|
|
0.26
|
|
|
1.9
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.88
|
|
|
11.61
|
|
|
0.27
|
|
|
2.3
|
|
|
|||
Operating revenue per ASM (cents)
|
|
12.93
|
|
|
12.71
|
|
|
0.22
|
|
|
1.7
|
|
|
|||
Average stage length (miles)
|
|
1,088
|
|
|
1,090
|
|
|
(2
|
)
|
|
(0.2
|
)
|
|
|||
Revenue passengers (thousands)
|
|
32,078
|
|
|
30,463
|
|
|
1,615
|
|
|
5.3
|
|
|
|||
Revenue passenger miles (millions)
|
|
37,813
|
|
|
35,836
|
|
|
1,977
|
|
|
5.5
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
44,994
|
|
|
42,824
|
|
|
2,170
|
|
|
5.1
|
|
|
|||
Load Factor
|
|
84.0
|
%
|
|
83.7
|
%
|
|
|
|
0.3
|
|
pts
|
(in millions; per ASM data in cents)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,912
|
|
|
$
|
1,899
|
|
|
13
|
|
|
0.7
|
|
|
$
|
4.25
|
|
|
$
|
4.43
|
|
|
(4.1
|
)
|
|
Salaries, wages and benefits
|
|
1,294
|
|
|
1,135
|
|
|
159
|
|
|
14.1
|
|
|
2.88
|
|
|
2.65
|
|
|
8.7
|
|
|||||
Landing fees and other rents
|
|
321
|
|
|
305
|
|
|
16
|
|
|
5.3
|
|
|
0.71
|
|
|
0.71
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
320
|
|
|
290
|
|
|
30
|
|
|
10.2
|
|
|
0.71
|
|
|
0.68
|
|
|
4.4
|
|
|||||
Aircraft rent
|
|
124
|
|
|
128
|
|
|
(4
|
)
|
|
(3.4
|
)
|
|
0.28
|
|
|
0.30
|
|
|
(6.7
|
)
|
|||||
Sales and marketing
|
|
231
|
|
|
223
|
|
|
8
|
|
|
3.4
|
|
|
0.51
|
|
|
0.52
|
|
|
(1.9
|
)
|
|||||
Maintenance, materials and repairs
|
|
418
|
|
|
432
|
|
|
(14
|
)
|
|
(3.4
|
)
|
|
0.93
|
|
|
1.01
|
|
|
(7.9
|
)
|
|||||
Other operating expenses
|
|
682
|
|
|
601
|
|
|
81
|
|
|
13.5
|
|
|
1.51
|
|
|
1.41
|
|
|
7.1
|
|
|||||
Total operating expenses
|
|
$
|
5,302
|
|
|
$
|
5,013
|
|
|
$
|
289
|
|
|
5.7
|
|
|
11.78
|
|
|
11.71
|
|
|
0.6
|
|
(Revenues in millions)
|
|
|
|
|
|
Year-over-Year
Change
|
|
|||||||||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
4,971
|
|
|
$
|
4,550
|
|
|
$
|
421
|
|
|
9.3
|
%
|
|
Other Revenue
|
|
470
|
|
|
432
|
|
|
38
|
|
|
8.8
|
|
|
|||
Operating Revenues
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
$
|
459
|
|
|
9.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
163.19
|
|
|
$
|
157.11
|
|
|
$
|
6.08
|
|
|
3.9
|
%
|
|
Yield per passenger mile (cents)
|
|
13.87
|
|
|
13.55
|
|
|
0.32
|
|
|
2.4
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.61
|
|
|
11.35
|
|
|
0.26
|
|
|
2.3
|
|
|
|||
Operating revenue per ASM (cents)
|
|
12.71
|
|
|
12.43
|
|
|
0.28
|
|
|
2.2
|
|
|
|||
Average stage length (miles)
|
|
1,090
|
|
|
1,085
|
|
|
5
|
|
|
0.5
|
|
|
|||
Revenue passengers (thousands)
|
|
30,463
|
|
|
28,956
|
|
|
1,507
|
|
|
5.2
|
|
|
|||
Revenue passenger miles (millions)
|
|
35,836
|
|
|
33,563
|
|
|
2,273
|
|
|
6.8
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
42,824
|
|
|
40,075
|
|
|
2,749
|
|
|
6.9
|
|
|
|||
Load Factor
|
|
83.7
|
%
|
|
83.8
|
%
|
|
|
|
(0.1
|
)
|
pts
|
(in millions; per ASM data in cents)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,899
|
|
|
$
|
1,806
|
|
|
$
|
93
|
|
|
5.1
|
|
|
4.43
|
|
|
4.50
|
|
|
(1.6
|
)
|
Salaries, wages and benefits
|
|
1,135
|
|
|
1,044
|
|
|
91
|
|
|
8.7
|
|
|
2.65
|
|
|
2.60
|
|
|
1.9
|
|
|||
Landing fees and other rents
|
|
305
|
|
|
277
|
|
|
28
|
|
|
10.1
|
|
|
0.71
|
|
|
0.69
|
|
|
2.9
|
|
|||
Depreciation and amortization
|
|
290
|
|
|
258
|
|
|
32
|
|
|
12.5
|
|
|
0.68
|
|
|
0.65
|
|
|
4.6
|
|
|||
Aircraft rent
|
|
128
|
|
|
130
|
|
|
(2
|
)
|
|
(1.5
|
)
|
|
0.30
|
|
|
0.33
|
|
|
(9.1
|
)
|
|||
Sales and marketing
|
|
223
|
|
|
204
|
|
|
19
|
|
|
9.2
|
|
|
0.52
|
|
|
0.51
|
|
|
2.0
|
|
|||
Maintenance, materials and repairs
|
|
432
|
|
|
338
|
|
|
94
|
|
|
28.0
|
|
|
1.01
|
|
|
0.84
|
|
|
20.2
|
|
|||
Other operating expenses
|
|
601
|
|
|
549
|
|
|
52
|
|
|
9.5
|
|
|
1.41
|
|
|
1.37
|
|
|
2.9
|
|
|||
Total operating expenses
|
|
$
|
5,013
|
|
|
$
|
4,606
|
|
|
$
|
407
|
|
|
8.8
|
|
|
11.71
|
|
|
11.49
|
|
|
1.9
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
Statements of Operations Data (dollars in millions):
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,349
|
|
|
$
|
1,493
|
|
|
$
|
1,529
|
|
|
$
|
1,446
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aircraft fuel and related taxes
|
|
464
|
|
|
497
|
|
|
515
|
|
|
436
|
|
||||
Salaries, wages and benefits
|
|
329
|
|
|
316
|
|
|
318
|
|
|
331
|
|
||||
Landing fees and other rents
|
|
77
|
|
|
83
|
|
|
88
|
|
|
73
|
|
||||
Depreciation and amortization
|
|
78
|
|
|
77
|
|
|
79
|
|
|
86
|
|
||||
Aircraft rent
|
|
31
|
|
|
31
|
|
|
31
|
|
|
31
|
|
||||
Sales and marketing
|
|
54
|
|
|
69
|
|
|
59
|
|
|
49
|
|
||||
Maintenance materials and repairs
|
|
94
|
|
|
102
|
|
|
109
|
|
|
113
|
|
||||
Other operating expenses
|
|
181
|
|
|
177
|
|
|
166
|
|
|
158
|
|
||||
Total operating expenses
|
|
1,308
|
|
|
1,352
|
|
|
1,365
|
|
|
1,277
|
|
||||
Operating income
|
|
41
|
|
|
141
|
|
|
164
|
|
|
169
|
|
||||
Other income (expense) (1)
|
|
(35
|
)
|
|
204
|
|
|
(32
|
)
|
|
(29
|
)
|
||||
Income before income taxes
|
|
6
|
|
|
345
|
|
|
132
|
|
|
140
|
|
||||
Income tax expense
|
|
2
|
|
|
115
|
|
|
53
|
|
|
52
|
|
||||
Net income
|
|
$
|
4
|
|
|
$
|
230
|
|
|
$
|
79
|
|
|
$
|
88
|
|
Operating margin
|
|
3.1
|
%
|
|
9.4
|
%
|
|
10.7
|
%
|
|
11.7
|
%
|
||||
Pre-tax margin
|
|
0.5
|
%
|
|
23.1
|
%
|
|
8.6
|
%
|
|
9.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Statistics (unaudited):
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (thousands)
|
|
7,333
|
|
|
8,179
|
|
|
8,579
|
|
|
7,987
|
|
||||
Revenue passenger miles (millions)
|
|
8,662
|
|
|
9,632
|
|
|
10,127
|
|
|
9,392
|
|
||||
Available seat miles ASM (millions)
|
|
10,419
|
|
|
11,386
|
|
|
11,752
|
|
|
11,436
|
|
||||
Load factor
|
|
83.1
|
%
|
|
84.6
|
%
|
|
86.2
|
%
|
|
82.1
|
%
|
||||
Aircraft utilization (hours per day)
|
|
11.4
|
|
|
12.0
|
|
|
12.0
|
|
|
11.5
|
|
||||
Average fare
|
|
$
|
167.69
|
|
|
$
|
167.80
|
|
|
$
|
164.80
|
|
|
$
|
166.17
|
|
Yield per passenger mile (cents)
|
|
14.20
|
|
|
14.25
|
|
|
13.96
|
|
|
14.13
|
|
||||
Passenger revenue per ASM (cents)
|
|
11.80
|
|
|
12.05
|
|
|
12.03
|
|
|
11.61
|
|
||||
Operating revenue per ASM (cents)
|
|
12.95
|
|
|
13.12
|
|
|
13.00
|
|
|
12.64
|
|
||||
Operating expense per ASM (cents)
|
|
12.55
|
|
|
11.88
|
|
|
11.61
|
|
|
11.17
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
|
8.10
|
|
|
7.51
|
|
|
7.22
|
|
|
7.35
|
|
||||
Operating expense per ASM, excluding fuel and profit sharing (cents)
|
|
8.10
|
|
|
7.51
|
|
|
7.13
|
|
|
7.23
|
|
||||
Airline operating expense per ASM (cents) (2)
|
|
12.36
|
|
|
11.73
|
|
|
11.61
|
|
|
11.17
|
|
||||
Departures
|
|
68,152
|
|
|
74,917
|
|
|
77,205
|
|
|
74,526
|
|
||||
Average stage length (miles)
|
|
1,095
|
|
|
1,088
|
|
|
1,082
|
|
|
1,088
|
|
||||
Average number of operating aircraft during period
|
|
193.0
|
|
|
193.9
|
|
|
197.4
|
|
|
200.4
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
3.14
|
|
|
$
|
3.09
|
|
|
$
|
3.05
|
|
|
$
|
2.70
|
|
Fuel gallons consumed (millions)
|
|
148
|
|
|
161
|
|
|
169
|
|
|
162
|
|
||||
Average number of full-time equivalent employees (2)
|
|
13,072
|
|
|
13,251
|
|
|
13,351
|
|
|
13,446
|
|
(1)
|
In the second quarter of 2014, we had a gain of approximately $242 million on the sale of LiveTV.
|
(2)
|
Excludes results of operations and employees of LiveTV, LLC, which are unrelated to our airline operations and are immaterial to our consolidated operating results. As of June 10, 2014, employees of LiveTV, LLC are no longer part of JetBlue.
|
|
|
Payments due in
|
||||||||||||||||||||||||||
(in millions)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Long-term debt and
capital lease obligations (1) |
|
$
|
2,895
|
|
|
$
|
375
|
|
|
$
|
560
|
|
|
$
|
300
|
|
|
$
|
295
|
|
|
$
|
285
|
|
|
$
|
1,080
|
|
Lease commitments
|
|
1,495
|
|
|
235
|
|
|
170
|
|
|
140
|
|
|
135
|
|
|
115
|
|
|
700
|
|
|||||||
Flight equipment obligations
|
|
6,675
|
|
|
610
|
|
|
545
|
|
|
595
|
|
|
520
|
|
|
935
|
|
|
3,470
|
|
|||||||
Other obligations (2)
|
|
4,195
|
|
|
785
|
|
|
640
|
|
|
590
|
|
|
590
|
|
|
545
|
|
|
1,045
|
|
|||||||
Total
|
|
$
|
15,260
|
|
|
$
|
2,005
|
|
|
$
|
1,915
|
|
|
$
|
1,625
|
|
|
$
|
1,540
|
|
|
$
|
1,880
|
|
|
$
|
6,295
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
December 31, 2014
rates.
|
(2)
|
Amounts include noncancelable commitments for the purchase of goods and services.
|
Year
|
|
Airbus
A320 neo |
|
Airbus A321
|
|
Airbus A321 neo
|
|
EMBRAER 190
|
|
Total
|
|||||
2015
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
2016
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
2017
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
2018
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
7
|
|
2019
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
2020
|
|
6
|
|
|
—
|
|
|
9
|
|
|
10
|
|
|
25
|
|
2021
|
|
16
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
23
|
|
2022
|
|
3
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
23
|
|
2023
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total
|
|
25
|
|
|
33
|
|
|
45
|
|
|
24
|
|
|
127
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Passenger
|
|
$
|
5,343
|
|
|
$
|
4,971
|
|
|
$
|
4,550
|
|
Other
|
|
474
|
|
|
470
|
|
|
432
|
|
|||
Total operating revenues
|
|
5,817
|
|
|
5,441
|
|
|
4,982
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
|
1,912
|
|
|
1,899
|
|
|
1,806
|
|
|||
Salaries, wages and benefits
|
|
1,294
|
|
|
1,135
|
|
|
1,044
|
|
|||
Landing fees and other rents
|
|
321
|
|
|
305
|
|
|
277
|
|
|||
Depreciation and amortization
|
|
320
|
|
|
290
|
|
|
258
|
|
|||
Aircraft rent
|
|
124
|
|
|
128
|
|
|
130
|
|
|||
Sales and marketing
|
|
231
|
|
|
223
|
|
|
204
|
|
|||
Maintenance, materials and repairs
|
|
418
|
|
|
432
|
|
|
338
|
|
|||
Other operating expenses
|
|
682
|
|
|
601
|
|
|
549
|
|
|||
Total operating expenses
|
|
5,302
|
|
|
5,013
|
|
|
4,606
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME
|
|
515
|
|
|
428
|
|
|
376
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(148
|
)
|
|
(161
|
)
|
|
(176
|
)
|
|||
Capitalized interest
|
|
14
|
|
|
13
|
|
|
8
|
|
|||
Interest income (expense) and other
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||
Gain on sale of subsidiary
|
|
241
|
|
|
—
|
|
|
—
|
|
|||
Total other income (expense)
|
|
108
|
|
|
(149
|
)
|
|
(167
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
|
623
|
|
|
279
|
|
|
209
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
222
|
|
|
111
|
|
|
81
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
|
|
|
|
|
|
|
||||||
EARNINGS PER COMMON SHARE
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.36
|
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
1.19
|
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
NET INCOME
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $(40), $5, and $5 of taxes in 2014, 2013 and 2012, respectively)
|
(63
|
)
|
|
8
|
|
|
7
|
|
|||
Total other comprehensive income (loss)
|
(63
|
)
|
|
8
|
|
|
7
|
|
|||
COMPREHENSIVE INCOME
|
$
|
338
|
|
|
$
|
176
|
|
|
$
|
135
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
212
|
|
|
107
|
|
|
76
|
|
|||
Depreciation
|
|
263
|
|
|
258
|
|
|
230
|
|
|||
Amortization
|
|
62
|
|
|
48
|
|
|
39
|
|
|||
Stock-based compensation
|
|
20
|
|
|
14
|
|
|
13
|
|
|||
Losses on sale of assets, debt extinguishment and customer contract termination
|
|
—
|
|
|
(1
|
)
|
|
(17
|
)
|
|||
Gain on sale of subsidiary
|
|
(241
|
)
|
|
—
|
|
|
—
|
|
|||
Collateral (paid) returned for derivative instruments
|
|
(49
|
)
|
|
8
|
|
|
8
|
|
|||
Changes in certain operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (Increase) in receivables
|
|
1
|
|
|
(22
|
)
|
|
1
|
|
|||
Decrease (Increase) in inventories, prepaid and other
|
|
3
|
|
|
(23
|
)
|
|
38
|
|
|||
Increase in air traffic liability
|
|
148
|
|
|
132
|
|
|
66
|
|
|||
Increase in accounts payable and other accrued liabilities
|
|
68
|
|
|
52
|
|
|
92
|
|
|||
Other, net
|
|
24
|
|
|
17
|
|
|
24
|
|
|||
Net cash provided by operating activities
|
|
912
|
|
|
758
|
|
|
698
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
|
(730
|
)
|
|
(615
|
)
|
|
(542
|
)
|
|||
Predelivery deposits for flight equipment
|
|
(127
|
)
|
|
(22
|
)
|
|
(283
|
)
|
|||
Proceeds from the sale and disposition of assets
|
|
8
|
|
|
8
|
|
|
46
|
|
|||
Proceeds from sale of subsidiary
|
|
393
|
|
|
—
|
|
|
—
|
|
|||
Assets constructed for others
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Purchase of held-to-maturity investments
|
|
(361
|
)
|
|
(234
|
)
|
|
(444
|
)
|
|||
Proceeds from the maturities of held-to-maturity investments
|
|
379
|
|
|
300
|
|
|
434
|
|
|||
Purchase of available-for-sale securities
|
|
(335
|
)
|
|
(413
|
)
|
|
(532
|
)
|
|||
Proceeds from the sale of available-for-sale securities
|
|
398
|
|
|
508
|
|
|
438
|
|
|||
Other, net
|
|
(4
|
)
|
|
(8
|
)
|
|
18
|
|
|||
Net cash used in investing activities
|
|
(379
|
)
|
|
(476
|
)
|
|
(867
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Proceeds from:
|
|
|
|
|
|
|
|
|||||
Issuance of common stock
|
|
41
|
|
|
10
|
|
|
9
|
|
|||
Issuance of long-term debt
|
|
342
|
|
|
393
|
|
|
215
|
|
|||
Short-term borrowings and lines of credit
|
|
—
|
|
|
190
|
|
|
375
|
|
|||
Repayment of:
|
|
|
|
|
|
|
||||||
Long-term debt and capital lease obligations
|
|
(702
|
)
|
|
(612
|
)
|
|
(418
|
)
|
|||
Short-term borrowings and lines of credit
|
|
—
|
|
|
(190
|
)
|
|
(463
|
)
|
|||
Construction obligation
|
|
(14
|
)
|
|
(13
|
)
|
|
(12
|
)
|
|||
Acquisition of treasury stock
|
|
(82
|
)
|
|
(8
|
)
|
|
(26
|
)
|
|||
Other, net
|
|
(2
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|||
Net cash used in financing activities
|
|
(417
|
)
|
|
(239
|
)
|
|
(322
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
116
|
|
|
43
|
|
|
(491
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
225
|
|
|
182
|
|
|
673
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
341
|
|
|
$
|
225
|
|
|
$
|
182
|
|
|
|
Common
Shares |
|
Common
Stock |
|
Treasury
Shares |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||
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
|
|
||||||
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
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Convertible debt redemption
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at December 31, 2013
|
|
347
|
|
|
3
|
|
|
51
|
|
|
(43
|
)
|
|
1,573
|
|
|
601
|
|
|
—
|
|
|
2,134
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||||
Vesting of restricted stock units
|
|
3
|
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Exercise of stock options
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Convertible debt redemption
|
|
15
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Balance at December 31, 2014
|
|
369
|
|
|
$
|
4
|
|
|
59
|
|
|
$
|
(125
|
)
|
|
$
|
1,711
|
|
|
$
|
1,002
|
|
|
$
|
(63
|
)
|
|
$
|
2,529
|
|
|
|
2014
|
|
2013
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
125
|
|
|
$
|
70
|
|
Commercial paper
|
|
—
|
|
|
118
|
|
||
|
|
125
|
|
|
188
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Corporate bonds
|
|
254
|
|
|
275
|
|
||
Time deposits
|
|
48
|
|
|
53
|
|
||
|
|
302
|
|
|
328
|
|
||
Total
|
|
$
|
427
|
|
|
$
|
516
|
|
|
Estimated Useful Life
|
Residual Value
|
|
Aircraft
|
25 years
|
20
|
%
|
In-flight entertainment systems
|
5-10 years
|
0
|
%
|
Aircraft parts
|
Fleet life
|
10
|
%
|
Flight equipment leasehold improvements
|
Lower of lease term or economic life
|
0
|
%
|
Ground property and equipment
|
2-10 years
|
0
|
%
|
Leasehold improvements—other
|
Lower of lease term or economic life
|
0
|
%
|
Buildings on leased land
|
Lease term
|
0
|
%
|
|
|
2014
|
|
2013
|
||||||||||
Secured Debt
|
|
|
|
|
|
|
|
|
||||||
Floating rate equipment notes, due through 2025 (1)
|
|
$
|
276
|
|
|
3.2
|
%
|
|
$
|
634
|
|
|
2.8
|
%
|
Floating rate enhanced equipment notes (2) (3)
|
|
|
|
|
|
|
|
|
||||||
Class G-1, due 2016
|
|
35
|
|
|
4.4
|
%
|
|
55
|
|
|
4.5
|
%
|
||
Class G-2, due 2016
|
|
185
|
|
|
1.0
|
%
|
|
373
|
|
|
1.0
|
%
|
||
Fixed rate enhanced equipment notes, due through 2023 (4)
|
|
217
|
|
|
4.5
|
%
|
|
—
|
|
|
—
|
%
|
||
Fixed rate equipment notes, due through 2026
|
|
1,119
|
|
|
5.6
|
%
|
|
1,110
|
|
|
5.8
|
%
|
||
Fixed rate special facility bonds, due through 2036 (5)
|
|
77
|
|
|
5.0
|
%
|
|
78
|
|
|
5.0
|
%
|
||
Unsecured Debt
|
|
|
|
|
|
|
|
|
||||||
6.75% convertible debentures due in 2039 (6)
|
|
86
|
|
|
|
|
162
|
|
|
|
||||
5.5% convertible debentures due in 2038 (7)
|
|
68
|
|
|
|
|
68
|
|
|
|
||||
Capital Leases (8)
|
|
170
|
|
|
4.1
|
%
|
|
105
|
|
|
3.9
|
%
|
||
Total debt and capital lease obligations
|
|
2,233
|
|
|
|
|
2,585
|
|
|
|
||||
Less: Current maturities
|
|
(265
|
)
|
|
|
|
(469
|
)
|
|
|
||||
Long-term debt and capital lease obligations
|
|
$
|
1,968
|
|
|
|
|
$
|
2,116
|
|
|
|
Year
|
|
Maturities
|
|
|
2015
|
|
$
|
265
|
|
2016
|
|
464
|
|
|
2017
|
|
216
|
|
|
2018
|
|
227
|
|
|
2019
|
|
227
|
|
|
Thereafter
|
|
834
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate enhanced equipment notes
|
|
|
|
|
|
|
|
|
||||||||
Class G-1, due 2016
|
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
55
|
|
|
$
|
54
|
|
Class G-2, due 2016
|
|
185
|
|
|
180
|
|
|
373
|
|
|
365
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
77
|
|
|
78
|
|
|
78
|
|
|
68
|
|
||||
6.75% convertible debentures due in 2039
|
|
86
|
|
|
283
|
|
|
162
|
|
|
297
|
|
||||
5.5% convertible debentures due in 2038
|
|
68
|
|
|
241
|
|
|
68
|
|
|
134
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
|
217
|
|
|
224
|
|
|
—
|
|
|
—
|
|
||||
Floating rate equipment notes, due through 2025
|
|
276
|
|
|
277
|
|
|
634
|
|
|
645
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
1,119
|
|
|
1,211
|
|
|
1,110
|
|
|
1,161
|
|
||||
Total
|
|
$
|
2,063
|
|
|
$
|
2,529
|
|
|
$
|
2,480
|
|
|
$
|
2,724
|
|
|
|
Aircraft
|
|
Other
|
|
Total
|
||||||
2015
|
|
$
|
150
|
|
|
$
|
85
|
|
|
$
|
235
|
|
2016
|
|
90
|
|
|
80
|
|
|
170
|
|
|||
2017
|
|
75
|
|
|
65
|
|
|
140
|
|
|||
2018
|
|
75
|
|
|
60
|
|
|
135
|
|
|||
2019
|
|
58
|
|
|
57
|
|
|
115
|
|
|||
Thereafter
|
|
213
|
|
|
487
|
|
|
700
|
|
|||
Total minimum operating lease payments
|
|
$
|
661
|
|
|
$
|
834
|
|
|
$
|
1,495
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Interest on convertible debt, net of income taxes and profit sharing
|
|
7
|
|
|
9
|
|
|
9
|
|
|||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
|
$
|
408
|
|
|
$
|
177
|
|
|
$
|
137
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic earnings per share
|
|
294.7
|
|
|
282.8
|
|
|
282.3
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Employee stock options and restricted stock units
|
|
2.4
|
|
|
2.1
|
|
|
1.2
|
|
|||
Convertible debt
|
|
46.2
|
|
|
58.6
|
|
|
60.6
|
|
|||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
|
343.3
|
|
|
343.5
|
|
|
344.1
|
|
|||
Shares excluded from EPS calculation:
|
|
|
|
|
|
|
||||||
Shares issuable upon conversion of our convertible debt as assumed conversion would be antidilutive
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
|
6.9
|
|
|
13.8
|
|
|
19.5
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
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
|
|
4,118,849
|
|
|
$
|
5.94
|
|
|
2,483,664
|
|
|
$
|
5.77
|
|
|
65,914
|
|
|
$
|
5.08
|
|
Granted
|
|
1,930,851
|
|
|
8.62
|
|
|
2,653,842
|
|
|
6.08
|
|
|
2,570,891
|
|
|
5.79
|
|
|||
Vested
|
|
(1,903,229
|
)
|
|
5.97
|
|
|
(828,291
|
)
|
|
5.77
|
|
|
(20,249
|
)
|
|
5.09
|
|
|||
Forfeited
|
|
(361,385
|
)
|
|
7.02
|
|
|
(190,366
|
)
|
|
5.82
|
|
|
(132,892
|
)
|
|
5.83
|
|
|||
Nonvested at end of year
|
|
3,785,086
|
|
|
$
|
7.18
|
|
|
4,118,849
|
|
|
$
|
5.94
|
|
|
2,483,664
|
|
|
$
|
5.77
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
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
|
|
711,494
|
|
|
$
|
6.00
|
|
|
2,029,081
|
|
|
$
|
5.85
|
|
|
4,093,484
|
|
|
$
|
5.64
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(708,728
|
)
|
|
6.00
|
|
|
(1,257,045
|
)
|
|
5.76
|
|
|
(1,921,940
|
)
|
|
5.41
|
|
|||
Forfeited
|
|
(2,766
|
)
|
|
6.03
|
|
|
(60,542
|
)
|
|
5.99
|
|
|
(142,463
|
)
|
|
5.76
|
|
|||
Nonvested at end of year
|
|
—
|
|
|
$
|
—
|
|
|
711,494
|
|
|
$
|
6.00
|
|
|
2,029,081
|
|
|
$
|
5.85
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
|
11,384,688
|
|
|
$
|
13.45
|
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
21,807,170
|
|
|
$
|
13.91
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
|
(1,950,482
|
)
|
|
11.58
|
|
|
(10,800
|
)
|
|
7.79
|
|
|
(493,731
|
)
|
|
4.00
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
|
(3,456,986
|
)
|
|
16.38
|
|
|
(4,449,636
|
)
|
|
18.50
|
|
|
(5,468,315
|
)
|
|
12.03
|
|
|||
Outstanding at end of year
|
|
5,977,220
|
|
|
$
|
12.38
|
|
|
11,384,688
|
|
|
$
|
13.45
|
|
|
15,845,124
|
|
|
$
|
14.87
|
|
Vested at end of year
|
|
5,977,220
|
|
|
$
|
12.38
|
|
|
11,384,688
|
|
|
$
|
13.45
|
|
|
15,845,124
|
|
|
$
|
14.87
|
|
|
|
Options Outstanding, Vested & Exercisable
|
|||||||||||
Range of exercise prices
|
|
Shares
|
|
Weighted average remaining contractual life (years)
|
|
Weighted average exercise price
|
|
Aggregate intrinsic value (millions)
|
|||||
$7.79 to $15.27
|
|
5,977,220
|
|
|
1.3
|
|
$
|
12.38
|
|
|
$
|
22
|
|
|
|
5,977,220
|
|
|
|
|
|
|
$
|
22
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average |
|
Shares
|
|
Weighted
Average |
|
Shares
|
|
Weighted
Average |
|||||||||
Available for future purchases, beginning of year
|
|
4,855,144
|
|
|
|
|
6,436,224
|
|
|
|
|
8,000,000
|
|
|
|
||||||
Common stock purchased
|
|
(2,332,823
|
)
|
|
$
|
8.04
|
|
|
(1,581,080
|
)
|
|
$
|
6.20
|
|
|
(1,563,776
|
)
|
|
$
|
4.75
|
|
Available for future purchases, end of year
|
|
2,552,321
|
|
|
|
|
4,855,144
|
|
|
|
|
6,436,224
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
192
|
|
|
$
|
95
|
|
|
$
|
68
|
|
State
|
|
20
|
|
|
12
|
|
|
8
|
|
|||
Deferred income tax expense
|
|
212
|
|
|
107
|
|
|
76
|
|
|||
|
|
|
|
|
|
|
||||||
Current income tax expense
|
|
10
|
|
|
4
|
|
|
5
|
|
|||
Total income tax expense
|
|
$
|
222
|
|
|
$
|
111
|
|
|
$
|
81
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense at statutory rate
|
|
$
|
218
|
|
|
$
|
98
|
|
|
$
|
73
|
|
Increase resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of federal benefit
|
|
18
|
|
|
9
|
|
|
6
|
|
|||
Valuation Allowance, federal and state
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
5
|
|
|
4
|
|
|
2
|
|
|||
Total income tax expense
|
|
$
|
222
|
|
|
$
|
111
|
|
|
$
|
81
|
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
152
|
|
|
$
|
157
|
|
Employee benefits
|
|
41
|
|
|
40
|
|
||
Deferred revenue/gains
|
|
102
|
|
|
95
|
|
||
Rent expense
|
|
30
|
|
|
24
|
|
||
Terminal 5 lease
|
|
32
|
|
|
29
|
|
||
Capital loss carryforwards
|
|
—
|
|
|
20
|
|
||
Other
|
|
27
|
|
|
31
|
|
||
Valuation allowance
|
|
—
|
|
|
(20
|
)
|
||
Financial derivative instruments
|
|
40
|
|
|
1
|
|
||
Deferred tax assets, net
|
|
424
|
|
|
377
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Accelerated depreciation
|
|
(1,082
|
)
|
|
(862
|
)
|
||
Deferred tax liabilities, net
|
|
(1,082
|
)
|
|
(862
|
)
|
||
Net deferred tax liability
|
|
$
|
(658
|
)
|
|
$
|
(485
|
)
|
Unrecognized tax benefits December 31, 2011
|
12
|
|
Increases for tax positions taken during the period
|
1
|
|
Unrecognized tax benefits December 31, 2012
|
13
|
|
Increases for tax positions taken during the period
|
2
|
|
Decreases for settlement with tax authorities during the period
|
(4
|
)
|
Unrecognized tax benefits December 31, 2013
|
11
|
|
Increases for tax positions taken during a prior period
|
2
|
|
Increases for tax positions taken during the period
|
4
|
|
Decreases for tax positions taken during a prior period
|
(1
|
)
|
Unrecognized tax benefits December 31, 2014
|
16
|
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
First Quarter 2015
|
|
10%
|
|
10%
|
|
—%
|
|
20%
|
Second Quarter 2015
|
|
10%
|
|
10%
|
|
—%
|
|
20%
|
Third Quarter 2015
|
|
5%
|
|
—%
|
|
9%
|
|
14%
|
Fourth Quarter 2015
|
|
5%
|
|
—%
|
|
10%
|
|
15%
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Fuel derivatives
|
|
|
|
|
||||
Asset fair value recorded in prepaid expenses and other (1)
|
|
$
|
—
|
|
|
$
|
6
|
|
Liability fair value recorded in other accrued liabilities (1)
|
|
102
|
|
|
—
|
|
||
Longest remaining term (months)
|
|
12
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
|
2,808
|
|
|
1,320
|
|
||
Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months
|
|
(102
|
)
|
|
3
|
|
||
Interest rate derivatives
|
|
|
|
|
||||
Liability fair value recorded in other long term liabilities (2)
|
|
1
|
|
|
3
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
|
(1
|
)
|
|
(2
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Fuel derivatives
|
|
|
|
|
|
|
||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
|
|
$
|
(30
|
)
|
|
$
|
(10
|
)
|
|
$
|
10
|
|
Gains (losses) on derivatives not qualifying for hedge accounting recognized in other expense
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
|||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
|
(134
|
)
|
|
(6
|
)
|
|
14
|
|
|||
Percentage of actual consumption economically hedged
|
|
20
|
%
|
|
21
|
%
|
|
30
|
%
|
|||
Interest rate derivatives
|
|
|
|
|
|
|
||||||
Hedge losses on derivatives recognized in interest expense
|
|
(1
|
)
|
|
(8
|
)
|
|
(11
|
)
|
|||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
(1)
|
Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty and prior to impact of collateral paid.
|
(2)
|
Gross liability prior to impact of collateral posted.
|
|
|
Gross Amount of Recognized
|
|
Gross Amount of Cash Collateral
|
|
Net Amount Presented
in Balance Sheet |
||||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
||||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate derivatives
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Interest rate derivatives
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153
|
|
Available-for-sale investment securities
|
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||
Aircraft fuel derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
153
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
278
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
||||
Interest rate swap
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
|
As of December 31, 2013
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Available-for-sale investment securities
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
$
|
51
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest
Rate Swaps (2) |
|
Total
|
||||||
Beginning accumulated losses at December 31, 2011
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
(15
|
)
|
Reclassifications into earnings (net of $0 of taxes)
|
|
(6
|
)
|
|
7
|
|
|
1
|
|
|||
Change in fair value (net of $5 of taxes)
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
|||
Balance of accumulated losses at December 31, 2012
|
|
(1
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Reclassifications into earnings (net of $7 of taxes)
|
|
6
|
|
|
5
|
|
|
11
|
|
|||
Change in fair value (net of $(2) of taxes)
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Balance of accumulated income (losses), at December 31, 2013
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Reclassifications into earnings (net of $12 of taxes)
|
|
18
|
|
|
1
|
|
|
19
|
|
|||
Change in fair value (net of $(52) of taxes)
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|||
Balance of accumulated losses, at December 31, 2014
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
|
|
|
|
|
|
|
||||||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
$
|
4,093
|
|
|
$
|
3,886
|
|
|
$
|
3,666
|
|
Caribbean & Latin America
|
|
1,724
|
|
|
1,555
|
|
|
1,316
|
|
|||
Total
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2014 (1)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,349
|
|
|
$
|
1,493
|
|
|
$
|
1,529
|
|
|
$
|
1,446
|
|
Operating income
|
|
41
|
|
|
141
|
|
|
164
|
|
|
169
|
|
||||
Net income
|
|
4
|
|
|
230
|
|
|
79
|
|
|
88
|
|
||||
Basic earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.79
|
|
|
$
|
0.27
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013 (2)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,299
|
|
|
$
|
1,335
|
|
|
$
|
1,442
|
|
|
$
|
1,365
|
|
Operating income
|
|
59
|
|
|
102
|
|
|
152
|
|
|
115
|
|
||||
Net income
|
|
14
|
|
|
36
|
|
|
71
|
|
|
47
|
|
||||
Basic earnings per share
|
|
$
|
0.05
|
|
|
$
|
0.13
|
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
Diluted earnings per share
|
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
$
|
0.21
|
|
|
$
|
0.14
|
|
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
|
|
10,510,327
|
|
|
$
|
10.12
|
|
|
10,372,427
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
10,510,327
|
|
|
$
|
10.12
|
|
|
10,372,427
|
|
|
|
|
|
|
1.
|
|
Financial statements:
|
|
|
|
|
Consolidated Balance Sheets — December 31, 2014 and December 31, 2013
|
|
|
|
|
Consolidated Statements of Operations — For the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
Consolidated Statements of Comprehensive Income — For the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
Consolidated Statements of Cash Flows — For the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
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 12, 2015
|
|
|
|
By:
|
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/S/ DAVID BARGER
David Barger |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
February 12, 2015
|
|
|
|
|
|
/
S
/ MARK D. POWERS
Mark D. Powers
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 12, 2015
|
|
|
|
||
/
S
/ ALEXANDER CHATKEWITZ
Alexander Chatkewitz
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 12, 2015
|
|
|
|
|
|
/
S
/ JENS BISCHOF
Jens Bischof *
|
|
Director
|
|
February 12, 2015
|
|
|
|
|
|
/
S
/ PETER BONEPARTH
Peter Boneparth *
|
|
Director
|
|
February 12, 2015
|
|
|
|
||
/
S
/ DAVID CHECKETTS
David Checketts *
|
|
Director
|
|
February 12, 2015
|
|
|
|
||
/
S
/ VIRGINIA GAMBALE
Virginia Gambale *
|
|
Director
|
|
February 12, 2015
|
|
|
|
||
/S/ STEPHAN GEMKOW
Stephan Gemkow *
|
|
Director
|
|
February 12, 2015
|
|
|
|
||
/
S
/ ELLEN JEWETT
Ellen Jewett *
|
|
Director
|
|
February 12, 2015
|
|
|
|
||
/
S
/ STANLEY MCCHRYSTAL
Stanley McChrystal *
|
|
Director
|
|
February 12, 2015
|
|
|
|
|
|
/
S
/ JOEL PETERSON
Joel Peterson *
|
|
Director
|
|
February 12, 2015
|
|
|
|
|
|
/
S
/ ANN RHOADES
Ann Rhoades *
|
|
Director
|
|
February 12, 2015
|
|
|
|
|
|
/S/ FRANK SICA
Frank Sica * |
|
Director
|
|
February 12, 2015
|
|
|
|
|
|
/S/ THOMAS WINKELMANN
Thomas Winkelmann * |
|
Director
|
|
February 12, 2015
|
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.
|
|
|
|
2.1(a)
|
|
Purchase agreement between JetBlue Airways Corporation and Thales Avionics, Inc., dated as of March 13, 2014—incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
|
|
|
|
2.1(b)
|
|
Amended and Restated Purchase Agreement between JetBlue Airways Corporation and Thales Holding Corporation, dated June 10, 2014.—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
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.
|
|
|
|
4.8(o)
|
|
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.
|
|
|
|
4.8(p)
|
|
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.
|
|
|
|
4.8(q)
|
|
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.
|
|
|
|
4.8(r)
|
|
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.
|
|
|
|
4.8(s)
|
|
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.
|
|
|
|
4.8(t)
|
|
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.
|
|
|
|
4.8(u)
|
|
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.
|
|
|
|
4.8(v)
|
|
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.
|
|
|
|
4.8(w)
|
|
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.
|
|
|
|
4.8(x)
|
|
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.
|
|
|
|
4.8(y)
|
|
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.
|
|
|
|
4.8(z)
|
|
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.
|
|
|
|
4.9
|
|
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.
|
|
|
|
4.9(b)
|
|
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.
|
|
|
|
4.9(c)
|
|
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.
|
|
|
|
4.10
|
|
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.
|
|
|
|
4.10(a)
|
|
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.
|
|
|
|
4.10(b)
|
|
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.
|
|
|
|
4.10(c)
|
|
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.
|
|
|
|
4.10(d)
|
|
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.
|
|
|
|
4.10(e)
|
|
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.
|
|
|
|
4.10(f)
|
|
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.
|
|
|
|
4.10(g)
|
|
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.
|
|
|
|
4.10(h)
|
|
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.
|
|
|
|
4.10(i)
|
|
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.
|
|
|
|
4.10(j)
|
|
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.
|
|
|
|
4.10(k)
|
|
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.
|
|
|
|
4.10(l)
|
|
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.
|
|
|
|
4.10(m)
|
|
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.
|
|
|
|
4.10(n)
|
|
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.
|
|
|
|
4.10(o)
|
|
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.
|
|
|
|
4.10(p)
|
|
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.
|
|
|
|
4.10(q)
|
|
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.
|
|
|
|
4.11
|
|
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.
|
|
|
|
4.11(a)
|
|
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.
|
|
|
|
4.12
|
|
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.
|
|
|
|
4.13
|
|
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.
|
|
|
|
4.14
|
|
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.
|
|
|
|
4.15
|
|
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.
|
|
|
|
4.16
|
|
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.
|
|
|
|
4.17
|
|
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.
|
|
|
|
4.18
|
|
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.
|
|
|
|
4.19
|
|
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.
|
|
|
|
4.20
|
|
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.
|
|
|
|
4.21
|
|
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.
|
|
|
|
4.22
|
|
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.
|
|
|
|
10.3**
|
|
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).
|
|
|
|
10.3(a)**
|
|
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.
|
|
|
|
10.3(b)**
|
|
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.
|
|
|
|
10.3(c)**
|
|
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.
|
|
|
|
10.3(d)**
|
|
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.
|
|
|
|
10.3(e)**
|
|
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.
|
|
|
|
10.3(f)**
|
|
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.
|
|
|
|
10.3(g)**
|
|
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.
|
|
|
|
10.3(h)**
|
|
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.
|
|
|
|
10.3(i)**
|
|
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.
|
|
|
|
10.3(j)**
|
|
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.
|
|
|
|
10.3(k)**
|
|
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.
|
|
|
|
10.3(l)**
|
|
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.
|
|
|
|
10.3(m)**
|
|
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.
|
|
|
|
10.3(n)**
|
|
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.
|
|
|
|
10.3(o)**
|
|
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.
|
|
|
|
10.3(p)**
|
|
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.
|
|
|
|
10.3(q)**
|
|
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.
|
|
|
|
10.3(r)**
|
|
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.
|
|
|
|
10.3(s)**
|
|
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.
|
|
|
|
10.3(t)**
|
|
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.
|
|
|
|
10.3(u)**
|
|
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.
|
|
|
|
10.3(v)**
|
|
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.
|
|
|
|
10.3(w)**
|
|
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.
|
|
|
|
10.3(x)**
|
|
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.
|
|
|
|
10.3(y)**
|
|
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.
|
|
|
|
10.3(z)**
|
|
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.
|
|
|
|
10.3(aa)**
|
|
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.
|
|
|
|
10.3(ab)**
|
|
Side letter No. 37 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 9, 2012 - incorporated by reference to Exhibit 10.3(ab) to our Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.3(ac)***
|
|
Side letter No. 38 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated October 2, 2013.
|
|
|
|
10.3(ad)***
|
|
Amendment No.1 to the V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 15, 2014.
|
|
|
|
10.4**
|
|
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).
|
|
|
|
10.5**
|
|
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.
|
|
|
|
10.15
|
|
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.
|
|
|
|
10.17**
|
|
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.
|
|
|
|
10.17(a)**
|
|
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.
|
|
|
|
10.17(b)**
|
|
Amendment No. 2 to Purchase Agreement DCT-025/2003, dated as of January 5, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
10.17(c)**
|
|
Amendment No. 3 to Purchase Agreement DCT-025/2003, dated as of December 4, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.21( c) to our Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
10.17(d)**
|
|
Amendment No. 4 to Purchase Agreement DCT-025/2003, dated as of October 17, 2007, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(d) to our Annual Report on Form 10-K for the year ended December 31, 2007.
|
|
|
|
10.17(e)**
|
|
Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
|
|
|
|
10.17(f)**
|
|
Amendment No. 6 to Purchase Agreement DCT-025/2003, dated as of February 17, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(f) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
|
|
|
10.17(g)**
|
|
Amendment No. 7 to Purchase Agreement DCT-025/2003, dated as of December 14, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(g) to our Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
10.17(h)**
|
|
Amendment No. 8 to Purchase Agreement DCT-025/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(h) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
|
|
|
|
10.17(i)**
|
|
Amendment No. 9 to Purchase Agreement DCT-025/2003, dated as of May 24, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(i) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.17(j)**
|
|
Amendment No. 10 to Purchase Agreement DCT-025/2003, dated as of September 10, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(j) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
|
|
|
|
10.17(k)**
|
|
Amendment No. 11 to Purchase Agreement DCT-025/2003, dated as of October 20, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(k) to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
10.17(l)**
|
|
Amendment No. 12 to Purchase Agreement DCT-025/2003, dated as of October 25, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(l) to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
10.17(m)**
|
|
Amendment No. 13 to Purchase Agreement DCT-025/2003, dated as of July 20, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(m) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
|
|
|
|
10.17(n)**
|
|
Amendment No. 14 to Purchase Agreement DCT-025/2003, dated as of December 3, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(n) to our Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.17(o)**
|
|
Amendment No. 15 to Purchase Agreement DCT-025/2003, dated as of December 19, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(m) to our Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.17(p)**
|
|
Amendment No. 16 to Purchase Agreement DCT-025/2003, dated as of January 31, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(p) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.17(q)**
|
|
Amendment 17 to Purchase Agreement DCT-025/2003, dated as of May 14, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation -incorporated by reference to Exhibit 10.17(q) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.17(r)**
|
|
Amendment 18 to Purchase Agreement DCT-025/2003, dated as of June 25, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation - incorporated by reference to Exhibit 10.17(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.17(s)**
|
|
Amendment No. 19 to Purchase Agreement DCT-025/2003, dated as of October 1, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronautica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(s) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.17(t)**
|
|
Amendment No. 20 to Purchase Agreement DCT-025/2003, dated as of October 24, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(t) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.18**
|
|
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.
|
|
|
|
10.18(a)**
|
|
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.
|
|
|
|
10.18(b)**
|
|
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.
|
|
|
|
10.18(c)**
|
|
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.
|
|
|
|
10.18(d)**
|
|
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.
|
|
|
|
10.18(e)**
|
|
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.
|
|
|
|
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.
|
|
|
|
10.18(j)**
|
|
Amendment No. 10 to Letter Agreement DCT - 026/2003, dated as of November 18, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(j) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.18(k)**
|
|
Amendment No. 11 to Letter Agreement DCT-026/2003, dated as of October 24, 2013 between Embraer - Empresa Brasileira de Aeronáutica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(k) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
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.
|
|
|
|
10.20(a)
|
|
Supplement No. 3 to Agreement of Lease, dated July 1, 2012 between The Port Authority of New York and New Jersey and JetBlue Airways Corporation-incorporated by reference to Exhibit 10.20(a) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
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.
|
|
|
|
10.22(a)*
|
|
JetBlue Airways Corporation Severance Plan, dated May 22, 2014 - incorporated by reference to Exhibit 10.3 to our Current Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
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.
|
|
|
|
10.23(c)*
|
|
Amendment no. 3 to Employment Agreement, dated December [13], 2013, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(c) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
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.
|
|
|
|
10.31(c)*
|
|
JetBlue Airways Corporation 2011 Incentive Compensation Plan form of Performance Share Unit Award Agreement-incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2013.
|
|
|
|
10.31(d)*
|
|
JetBlue Airways Corporation 2011 Incentive Compensation Plan forms of amended award agreement—incorporated by reference to Exhibit 10.31(d) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.31(e)*
|
|
Form of Performance Share Unit Award Agreement as amended - incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
|
|
|
|
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 - incorporated by reference to Exhibit 10.33(a) to our Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.33(b)**
|
|
Amendment No. 1 to Airbus A320 Family Purchase Agreement, dated as of October 25, 2013, between Airbus S.A.S. and JetBlue Airways Corporation, including Amended and Restated Letter Agreements 1, 2, 3 and 6, each dated as of the same date—incorporated by reference to Exhibit 10.33(b) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.33(c)
|
|
Amendment No. 2 to Airbus A320 Family Purchase Agreement, dated as of November 19, 2014, between Airbus S.A.S. and JetBlue Airways Corporation, including Amended and Restated Letter Agreements 1 and 3, each dated as of the same date.
|
|
|
|
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.
|
|
|
|
10.35(a)*
|
|
Amended and Restated JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan.
|
|
|
|
10.36
|
|
Credit and Guarantee Agreement dated as of April 23, 2013 among JetBlue Airways Corporation, as Borrower, The Subsidiaries of the Borrower Party Hereto, as Guarantors, The Lenders Party Hereto, and Citibank, N.A., as Administrative Agent-incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.36(a)
|
|
First Amendment to the Credit and Guaranty Agreement, dated as of November 3, 2014, among JetBlue Airways Corporation, as Borrower, the subsidiaries of JetBlue party thereto from time to time, as guarantors, the lenders party thereto from time to time and Citibank, N.A., as administrative agent.
|
|
|
|
10.37
|
|
Slot and Gate Security Agreement dated as of April 23, 2013 between JetBlue Airways Corporation, as Grantor, and Citibank, N.A., as Administrative Agent -- incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.38**
|
|
Engine Services Agreement between JetBlue Airways Corporation and GE Engine Services, LLC, dated as of May 1, 2013 - incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.38(a)***
|
|
Amendment No. 1 to Engine Services Agreement between JetBlue Airways Corporation and GE Engine Services, LLC, dated as of December 23, 2014.
|
|
|
|
10.39*
|
|
JetBlue Airways Corporation Retirement Plan, amended and restated effective as of January 1, 2014.
|
|
|
|
10.40
|
|
JetBlue Airways Corporation Separation and General Release Agreement between JetBlue Airways Corporation and Robert Maruster, dated June 3, 2014, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
10.41*
|
|
Employment Agreement, dated February 12, 2015, between JetBlue Airways Corporation and Robin Hayes.
|
|
|
|
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, furnished herewith.
|
|
|
|
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.DEF
|
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 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.
|
(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
|
(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, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
5,795
|
|
|
$
|
2,949
|
|
|
$
|
—
|
|
|
$
|
3,014
|
|
(1)
|
|
$
|
5,730
|
|
Allowance for obsolete inventory parts
|
|
6,355
|
|
|
1,719
|
|
|
—
|
|
|
—
|
|
(3)
|
|
8,074
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,149
|
|
|
—
|
|
|
—
|
|
|
19,752
|
|
(2)
|
|
397
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
6,593
|
|
|
$
|
3,618
|
|
|
$
|
—
|
|
|
$
|
4,416
|
|
(1)
|
|
$
|
5,795
|
|
Allowance for obsolete inventory parts
|
|
5,046
|
|
|
1,309
|
|
|
—
|
|
|
—
|
|
(3)
|
|
6,355
|
|
|||||
Valuation allowance for deferred tax assets
|
|
20,268
|
|
|
—
|
|
|
—
|
|
|
119
|
|
(2)
|
|
20,149
|
|
|||||
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
|
|
(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. 38 (“SL 38”) to the V2500 General Terms Agreement dated as of May 4, 1999 between JetBlue Airways Corp and IAE International Aero Engines AG
|
A.
|
JetBlue requested from IAE [***] within its fleet of V2500 Spare Engines, and
|
B.
|
IAE has agreed to provide JetBlue with [***] upon the terms and conditions of this SL 38.
|
1.
|
Multi-Rated Data Plates
|
1.1.
|
Subject to the terms set forth in this SL 38, IAE will sell to JetBlue, and JetBlue will purchase from IAE, one (1) V2500-A5 multi-rated data plate (“MRDP”) for each Contract Engine. For purposes of the SL 38, a Contract Engine is any V2500 Engine supplied by IAE to Airbus for installation on the Aircraft described in the V2500 Contract and the Spare Engines provided to JetBlue pursuant to the V2500 Contract.
|
1.2.
|
Upon incorporation of a MRDP in a JetBlue Engine, the Engine will be [***], subject to the provisions of Section 1.5. The rights granted hereunder shall not expand in any manner whatsoever any existing warranties, guarantees or financial obligations provided to JetBlue with respect to the Contract Engines.
|
1.3.
|
JetBlue will place a purchase order for each MRDP and all associated hardware in accordance with the applicable terms and conditions of the V2500 Contract. Upon receipt of a purchase order for a MRDP, IAE will invoice JetBlue the then-current catalog list price for such MRDP. For budgetary and planning purposes, the price for one (1) MRDP [***] is [***] United States Dollars (US$[***]). Payment of MRDP invoices and shipment of the MRDPs will be in accordance with the terms and conditions of the V2500 Contract.
|
1.4.
|
It will be the responsibility of JetBlue to install, or cause to be installed, one (1) MRDP in each Engine at the time of an Engine’s shop visit, and JetBlue will return, or will cause to be returned to IAE or its designated field representative the [***] removed from such Engine. [***].
|
1.5.
|
The purchase and sale of MRDPs [***] is subject to:
|
1.5.1.
|
JetBlue utilizing the [***] set forth in this SL 38 solely for the purpose of [***]; and
|
1.5.2.
|
JetBlue never operating at any given point in time more Contract Engines [***] than the quantity of Engines that JetBlue has taken delivery of from Airbus or IAE [***]; and
|
1.5.3.
|
JetBlue taking delivery of all Aircraft and Spare Engines in accordance with the applicable Exhibits of the V2500 Contract, and operating the Aircraft and Spare Engines in its own fleet; and
|
1.5.4.
|
JetBlue not being in material breach of the V2500 Contract.
|
1.6.
|
Examples
|
1.7.
|
The [***] as provided under this SL 38 is personal to JetBlue and may not be transferred or assigned by JetBlue.
|
1.8.
|
Subject to prior termination of this SL 38 pursuant to Section 1.5, JetBlue may use the MRDPs for as long as JetBlue operates the Contract Engines. Prior to JetBlue selling, transferring or otherwise permanently removing (including lease return other than a sale leaseback transaction following which JetBlue continues to operate the Contract Engine) any Contract Engine from its operational fleet, or upon the termination of this SL 38, JetBlue shall [***].
|
1.9.
|
Notwithstanding Section 1.8, based on the current quantity of spare Contract Engines delivered to JetBlue under the V2500 Contract at the 33K thrust rating, JetBlue will retain the right to sell [***] spare Contract Engines [***].
|
1.10.
|
If (i) JetBlue sells, transfers or otherwise disposes of any Contract Engine (other than a sale leaseback transaction following which JetBlue continues to operate the Contract Engine) without restoring the Contract Engine to its Original Thrust Rating and returning any MRDP to IAE prior to such sale, transfer or disposal, or (ii) [***] (each such Engine [***], a “Non-Compliant Engine”), then (i) IAE shall have the right, upon reasonable notice to JetBlue, to terminate the rights to [***] as set forth in this SL 38, and (ii) for each such Non-Compliant Engine, [***].
|
2.
|
Miscellaneous
|
2.1.
|
Except as expressly amended by this SL 38, all provisions of the Contract remain in full force and effect, and this SL 38 shall be construed and considered as an integral part of the V2500 Contract.
|
2.2.
|
This SL 38 contains the complete agreement of the parties but only with respect to the subject matter expressly contained herein. Nothing in this SL 38 shall be construed as a waiver of any of JetBlue or IAE’s respective rights and remedies (whether at law or in equity) that are not expressly amended or compromised by the terms and conditions of this SL 38, and JetBlue and IAE hereby expressly reserve the same.
|
2.3.
|
This SL 38 is confidential between IAE and JetBlue and shall be covered under the confidentiality provisions of the V2500 Contract.
|
2.4.
|
This SL 38 may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. An executed copy of this SL 38 shall have the same effect as an original.
|
A.
|
JetBlue and IAE entered into Side Letter 17 to the GTA, dated June 11, 2004 for the purpose of adding thirty (30) Incremental A320 Aircraft powered by V2527-A5 (“2004 Incremental Aircraft”); and
|
B.
|
JetBlue and IAE entered into Side Letter 37 to the GTA, dated November 9, 2012 for the purpose of [***] aircraft, revising terms and summarizing the totality of the transaction between the Parties; and
|
C.
|
JetBlue and IAE entered into Side Letter 38 to the GTA, dated October 2, 2013 for the purpose of IAE providing JetBlue with [***] under the terms of Side Letter 38; and
|
D.
|
JetBlue and IAE now desire to amend the GTA by this Amendment No. 1 for the purpose of adding five (5) Incremental A321ceo aircraft (“2014 Incremental Aircraft”) and for the purposes of Side Letter 17 and Side Letter 37, desire that the 2014 Incremental Aircraft be [***]; and
|
E.
|
JetBlue and IAE also desire to extend certain terms of the GTA to the Engines installed on the 2014 Incremental Aircraft.
|
1.
|
Section 2.2 Agreement to Purchase
|
2.
|
Exhibit B-1 Aircraft Delivery Schedule
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
||||
By:
|
/s/ Mark D. Powers
|
|||
|
||||
Typed Name:
|
Mark D. Powers
|
|||
|
||||
Title:
|
Chief Financial Officer
|
|||
|
||||
Date:
|
12/12/14
|
|
||||
By:
|
/s/ Rick Deurloo
|
|||
|
||||
Typed Name:
|
Rick Deurloo
|
|||
|
||||
Title:
|
SVP Sales & Marketing
|
|||
|
||||
Date:
|
12/15/14
|
•
|
R
denotes the Incremental Firm Aircraft as defined in Side Letter 37 and the 2014 Incremental Aircraft as defined in this Amendment No. 1 that will be treated as [***] in accordance with Side Letter 17, Side Letter No. 37 and this Amendment No. 1 to the GTA.
|
•
|
* 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 and Side Letter 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 and Side Letter 37.
|
•
|
t
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 and Side Letter 37.
|
•
|
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 and Side Letter 37.
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
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
|
|
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
|
*
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
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
|
|
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
|
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
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
|
[***]
|
2014
|
Formula II
|
R
|
No. 138
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
†
|
No. 139
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
|
No. 140
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
|
No. 141
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
|
No. 142
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
|
No. 143
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
†
|
No. 144
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
|
No. 145
|
2004 Incremental Aircraft
|
A321
|
[***]
|
2014
|
Formula II
|
R
|
Rank No.
|
Firm Aircraft Category
|
Aircraft
Type
|
Contracted
Month
|
Contracted
Year
|
Applicable
Escalation
|
|
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
|
2014 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
R
|
No. 156
|
2004 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
|
No. 157
|
2014 Incremental Aircraft
|
A321
|
Year
|
2015
|
Formula II
|
R
|
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
|
|
No. 163
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 164
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
R
|
No. 165
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 166
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 167
|
2004 Incremental Aircraft
|
A321
|
Year
|
2016
|
Formula II
|
|
No. 168
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
|
No. 169
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
|
No. 170
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
|
No. 171
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 172
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 173
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 174
|
2004 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 175
|
2014 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 176
|
2014 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 177
|
2014 Incremental Aircraft
|
A321
|
Year
|
2017
|
Formula II
|
R
|
No. 178
|
2004 Incremental Aircraft
|
A321
|
Year
|
2018
|
Formula II
|
R
|
CACiD
|
Original Delivery Schedule
|
Revised Delivery Schedule
|
Initial Aircraft Type
|
New Aircraft Type
|
159 952
|
2016
|
2016
|
A320 Backlog Aircraft
|
A321 Backlog Aircraft
|
159 953
|
2016
|
2016
|
A320 Backlog Aircraft
|
A321 Backlog Aircraft
|
159 934
|
2016
|
2016
|
A320 Backlog Aircraft
|
A321 Backlog Aircraft
|
10002756
|
2016
|
2020
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002760
|
2016
|
2020
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002764
|
2016
|
2020
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002765
|
2016
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002766
|
2016
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002773
|
2017
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002774
|
2017
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002767
|
2017
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002768
|
2017
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
10002769
|
2017
|
2022
|
Incremental A321Aircraft
|
A321 NEO Aircraft
|
402 127
|
2018
|
2022
|
A320 NEO Aircraft
|
A321 NEO Aircraft
|
402 128
|
2018
|
2022
|
A320 NEO Aircraft
|
A321 NEO Aircraft
|
402 129
|
2018
|
2022
|
A320 NEO Aircraft
|
A321 NEO Aircraft
|
402 130
|
2018
|
2022
|
A320 NEO Aircraft
|
A321 NEO Aircraft
|
402 131
|
2018
|
2022
|
A320 NEO Aircraft
|
A321 NEO Aircraft
|
10002775
|
2018
|
2022
|
Incremental A321 NEO Aircraft
|
Incremental A321 NEO Aircraft
|
10002776
|
2018
|
2023
|
Incremental A321 NEO Aircraft
|
Incremental A321 NEO Aircraft
|
10002777
|
2018
|
2023
|
Incremental A321 NEO Aircraft
|
Incremental A321 NEO Aircraft
|
402 148
|
2020
|
2022
|
A320 NEO Aircraft
|
A320 NEO Aircraft
|
402 149
|
2020
|
2022
|
A320 NEO Aircraft
|
A320 NEO Aircraft
|
402 150
|
2020
|
2022
|
A320 NEO Aircraft
|
A320 NEO Aircraft
|
DELIVERY SCHEDULE
|
|||||
|
CACiD
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
No.
|
|||||
1
|
159 908
|
122
|
Group 1 A320 Aircraft
|
[
**
*]
|
2011
|
2
|
159 942
|
123
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
3
|
159 943
|
124
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
4
|
159 950
|
125
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
5
|
159 951
|
126
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
6
|
159 923
|
127
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
7
|
159 924
|
128
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
8
|
159 925
|
129
|
Group 1 A320 Aircraft
|
[***]
|
2012
|
9
|
159 939
|
130
|
A320 Backlog Aircraft
|
[***]
|
2013
|
10
|
159 960
|
131
|
A320 Backlog Aircraft
|
[***]
|
2013
|
11
|
159 961
|
132
|
A320 Backlog Aircraft
|
[***]
|
2013
|
12
|
159 962
|
133
|
A321 Backlog Aircraft
|
[***]
|
2013
|
13
|
159 963
|
134
|
A321 Backlog Aircraft
|
[***]
|
2013
|
14
|
159 964
|
135
|
A321 Backlog Aircraft
|
[***]
|
2013
|
15
|
159 965
|
136
|
A321 Backlog Aircraft
|
[***]
|
2013
|
16
|
159 916
|
137
|
A321 Backlog Aircraft
|
[***]
|
2014
|
17
|
159 940
|
138
|
A321 Backlog Aircraft
|
[***]
|
2014
|
|
CACiD
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
No.
|
|||||
18
|
159 941
|
139
|
A321 Backlog Aircraft
|
[
**
*]
|
2014
|
19
|
159 944
|
140
|
A321 Backlog Aircraft
|
[***]
|
2014
|
20
|
159 945
|
141
|
A321 Backlog Aircraft
|
[***]
|
2014
|
21
|
159 946
|
142
|
A321 Backlog Aircraft
|
[***]
|
2014
|
22
|
159 947
|
143
|
A321 Backlog Aircraft
|
[***]
|
2014
|
23
|
159 948
|
144
|
A321 Backlog Aircraft
|
[***]
|
2014
|
24
|
159 949
|
145
|
A321 Backlog Aircraft
|
[***]
|
2014
|
25
|
159 956
|
146
|
A321 Backlog Aircraft
|
[***]
|
2015
|
26
|
159 957
|
147
|
A321 Backlog Aircraft
|
[***]
|
2015
|
27
|
159 958
|
148
|
A321 Backlog Aircraft
|
[***]
|
2015
|
28
|
159 959
|
149
|
A321 Backlog Aircraft
|
[***]
|
2015
|
29
|
159 929
|
150
|
A321 Backlog Aircraft
|
[***]
|
2015
|
30
|
159 930
|
151
|
A321 Backlog Aircraft
|
[***]
|
2015
|
31
|
159 931
|
152
|
A321 Backlog Aircraft
|
[***]
|
2015
|
32
|
159 932
|
153
|
A321 Backlog Aircraft
|
[***]
|
2015
|
33
|
159 933
|
154
|
A321 Backlog Aircraft
|
[***]
|
2015
|
34
|
10002716
|
155
|
Incremental A321 Aircraft
|
[***]
|
2015
|
35
|
159 920
|
156
|
A321 Backlog Aircraft
|
[***]
|
2015
|
36
|
10002752
|
157
|
Incremental A321 Aircraft
|
[***]
|
2015
|
37
|
159 911
|
158
|
A321 Backlog Aircraft
|
[***]
|
2016
|
38
|
159 912
|
159
|
A321 Backlog Aircraft
|
[***]
|
2016
|
39
|
159 917
|
160
|
A321 Backlog Aircraft
|
[***]
|
2016
|
|
CACiD
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
No.
|
|||||
40
|
159 918
|
161
|
A321 Backlog Aircraft
|
[
**
*]
|
2016
|
41
|
159 926
|
162
|
A321 Backlog Aircraft
|
[***]
|
2016
|
42
|
159 927
|
163
|
A321 Backlog Aircraft
|
[***]
|
2016
|
43
|
159 928
|
164
|
A321 Backlog Aircraft
|
[***]
|
2016
|
44
|
159 952
|
165
|
A321 Backlog Aircraft
|
[***]
|
2016
|
45
|
159 953
|
166
|
A321 Backlog Aircraft
|
[***]
|
2016
|
46
|
159 934
|
167
|
A321 Backlog Aircraft
|
[***]
|
2016
|
47
|
159 922
|
168
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
48
|
159 954
|
169
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
49
|
159 955
|
170
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
50
|
159 921
|
171
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
51
|
104 440
|
172
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
52
|
104 442
|
173
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
53
|
159 909
|
174
|
Converted A321 Backlog Aircraft
|
[***]
|
2017
|
54
|
10002770
|
175
|
Incremental A321 Aircraft
|
[***]
|
2017
|
55
|
10002771
|
176
|
Incremental A321 Aircraft
|
[***]
|
2017
|
56
|
10002772
|
177
|
Incremental A321 Aircraft
|
[***]
|
2017
|
57
|
159 910
|
178
|
Converted A321 Backlog Aircraft
|
[***]
|
2018
|
58
|
402 132
|
179
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
59
|
402 133
|
180
|
Converted A321 NEO Aircraft
|
[
**
*]
|
2018
|
60
|
402 134
|
181
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
61
|
402 135
|
182
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
62
|
402 136
|
183
|
Converted A321 NEO Aircraft
|
[***]
|
2018
|
63
|
10002778
|
184
|
Incremental A321 NEO Aircraft
|
[***]
|
2018
|
64
|
402 137
|
185
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
65
|
402 138
|
186
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
66
|
402 139
|
187
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
67
|
402 140
|
188
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
68
|
402 141
|
189
|
Converted A321 NEO Aircraft
|
[***]
|
2019
|
69
|
10002779
|
190
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
70
|
10002780
|
191
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
71
|
10002781
|
192
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
72
|
10002782
|
193
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
73
|
10002783
|
194
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
74
|
10002784
|
195
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
75
|
10002785
|
196
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
76
|
10002786
|
197
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
77
|
10002787
|
198
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
78
|
10002788
|
199
|
Incremental A321 NEO Aircraft
|
[***]
|
2019
|
|
CACiD No.
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
79
|
10002756
|
200
|
A321 NEO Aircraft
|
[
**
*]
|
2020
|
80
|
10002760
|
201
|
A321 NEO Aircraft
|
[***]
|
2020
|
81
|
10002764
|
202
|
A321 NEO Aircraft
|
[***]
|
2020
|
82
|
10002789
|
203
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
83
|
10002790
|
204
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
84
|
10002791
|
205
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
85
|
10002792
|
206
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
86
|
10009793
|
207
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
87
|
10002794
|
208
|
Incremental A321 NEO Aircraft
|
[***]
|
2020
|
88
|
402 142
|
209
|
A320 NEO Aircraft
|
[***]
|
2020
|
89
|
402 143
|
210
|
A320 NEO Aircraft
|
[***]
|
2020
|
90
|
402 144
|
211
|
A320 NEO Aircraft
|
[***]
|
2020
|
91
|
402 145
|
212
|
A320 NEO Aircraft
|
[***]
|
2020
|
92
|
402 146
|
213
|
A320 NEO Aircraft
|
[***]
|
2020
|
93
|
402 147
|
214
|
A320 NEO Aircraft
|
[***]
|
2020
|
94
|
402 151
|
215
|
A320 NEO Aircraft
|
[***]
|
2021
|
95
|
402 152
|
216
|
A320 NEO Aircraft
|
[***]
|
2021
|
96
|
402 153
|
217
|
A320 NEO Aircraft
|
[***]
|
2021
|
97
|
402 154
|
218
|
A320 NEO Aircraft
|
[***]
|
2021
|
98
|
402 155
|
219
|
A320 NEO Aircraft
|
[***]
|
2021
|
99
|
402 156
|
220
|
A320 NEO Aircraft
|
[***]
|
2021
|
100
|
402 157
|
221
|
A320 NEO Aircraft
|
[***]
|
2021
|
101
|
402 158
|
222
|
A320 NEO Aircraft
|
[***]
|
2021
|
102
|
402 159
|
223
|
A320 NEO Aircraft
|
[***]
|
2021
|
|
CACiD
|
Aircraft Rank No.
|
Type
|
Scheduled Delivery Month/Quarter
|
Scheduled Delivery Year
|
No.
|
|||||
103
|
402 160
|
224
|
A320 NEO Aircraft
|
[
**
*]
|
2021
|
104
|
402 161
|
225
|
A320 NEO Aircraft
|
[***]
|
2021
|
105
|
402 162
|
226
|
A320 NEO Aircraft
|
[***]
|
2021
|
106
|
402 163
|
227
|
A320 NEO Aircraft
|
[***]
|
2021
|
107
|
402 164
|
228
|
A320 NEO Aircraft
|
[***]
|
2021
|
108
|
402 165
|
229
|
A320 NEO Aircraft
|
[***]
|
2021
|
109
|
402 166
|
230
|
A320 NEO Aircraft
|
[***]
|
2021
|
110
|
402 148
|
231
|
A320 NEO Aircraft
|
[***]
|
2022
|
111
|
402 149
|
232
|
A320 NEO Aircraft
|
[***]
|
2022
|
112
|
402 150
|
233
|
A320 NEO Aircraft
|
[***]
|
2022
|
113
|
10002765
|
234
|
A321 NEO Aircraft
|
[***]
|
2022
|
114
|
10002766
|
235
|
A321 NEO Aircraft
|
[***]
|
2022
|
115
|
10002767
|
236
|
A321 NEO Aircraft
|
[***]
|
2022
|
116
|
10002768
|
237
|
A321 NEO Aircraft
|
[***]
|
2022
|
117
|
10002769
|
238
|
A321 NEO Aircraft
|
[***]
|
2022
|
118
|
10002773
|
239
|
A321 NEO Aircraft
|
[***]
|
2022
|
119
|
10002774
|
240
|
A321 NEO Aircraft
|
[***]
|
2022
|
120
|
402 127
|
241
|
A321 NEO Aircraft
|
[***]
|
2022
|
121
|
402 128
|
242
|
A321 NEO Aircraft
|
[***]
|
2022
|
122
|
402 129
|
243
|
A321 NEO Aircraft
|
[***]
|
2022
|
123
|
402 130
|
244
|
A321 NEO Aircraft
|
[***]
|
2022
|
124
|
402 131
|
245
|
A321 NEO Aircraft
|
[***]
|
2022
|
125
|
10002775
|
246
|
Incremental A321 NEO Aircraft
|
[***]
|
2022
|
126
|
10002776
|
247
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
127
|
10002777
|
248
|
Incremental A321 NEO Aircraft
|
[***]
|
2023
|
2.1
|
In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
A320 Backlog Aircraft Credit Memoranda
”):
|
2.2
|
The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***]
in accordance with Paragraph 9 of this Letter Agreement.
|
2.3
|
The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***]
of the A320 Backlog Aircraft.
|
3.1
|
In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
A321 Backlog Aircraft Credit Memoranda
”):
|
3.2
|
The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
3.3
|
The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft or [***] of the Converted A321 Backlog Aircraft, as applicable.
|
4.1
|
In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
A319 NEO Aircraft Credit Memoranda
”):
|
4.2
|
The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
4.3
|
The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.
|
5.1
|
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
A320 NEO Aircraft Credit Memoranda
”):
|
5.2
|
The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
5.3
|
The A320 NEO Aircraft Credit Memoranda will be [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***]of the A320 NEO Aircraft.
|
6
|
A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO AIRCRAFT
|
6.1
|
In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
A321 NEO Aircraft Credit Memoranda
”):
|
6.2
|
The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
6.3
|
The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of such Aircraft.
|
7.1
|
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “
Group 1 Aircraft Credit Memoranda
”):
|
7.2
|
The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
|
7.3
|
The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of the Group 1 A320 Aircraft.
|
8.1
|
In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “
Incremental A321 Aircraft Credit Memoranda
”):
|
8.2
|
The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement
|
8.3
|
The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] of the Incremental A321 Aircraft.
|
15
|
[***]
|
16
|
[***]
|
19
|
[***]
|
2.3.1
|
The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.
|
2.3.3
|
The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.
|
2.3.4
|
The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft.
|
2.3.5
|
Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:
|
2.1.2.1
|
The Seller is currently developing a new engine option (the “
New Engine Option
” or “
NEO
”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “
A320 Family Aircraft
”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.
|
2.1.2.2
|
The New Engine Option shall modify the design weights of the
|
(i)
|
A319 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons,
|
(ii)
|
A320 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and
|
(iii)
|
the A321 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
|
2.3.2
|
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines with an AET of 26,600 lbf or (ii) PW1127G engines with an AET of 26,800 lbf (each, the “
A320 NEO Propulsion System
”).
|
3.2
|
New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:
|
2.3.4
|
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G engines with an AET of 32,700 lbf (each, the “
A321 NEO Propulsion System
”).
|
2.3.6
|
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines with an AET of 24,400 lbf or (ii) PW1124G engines with an AET of 24,500 lbf (each, the “
A319 NEO Propulsion System
”).
|
3.4
|
CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and PW has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.
|
4.1
|
New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:
|
3.1.9
|
The “
Base Price of the
A319 NEO Airframe”
is the sum of the following base prices
:
|
(i)
|
the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:
|
(ii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:
|
(a)
|
the base price of the New Engine Option is:
|
(b)
|
the base price of the Sharklets is
|
(iii)
|
the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:
|
3.1.10
|
The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
|
3.1.11
|
The “
Base Price of the
A321 NEO Airframe”
is the sum of the following base prices
:
|
(i)
|
the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:
|
(ii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:
|
(a)
|
the base price of the New Engine Option is:
|
(b)
|
the base price of the Sharklets is
|
(iii)
|
the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:
|
(iv)
|
the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:
|
3.1.12
|
The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
|
3.2.6
|
(i) the base price of a set of two (2) CFM LEAP X-1A24 engines (the “
CFM LEAP X- 1A24 Propulsion System
” is
|
(ii)
|
the base price of a set of two (2) CFM LEAP X-1A32 engines (the “
CFM LEAP X-1A32 Propulsion System
”) is
|
3.2.7
|
(i) the base price of a set of two (2) PW1124G engines (the “
PW1124G Propulsion System
”) is
|
(ii)
|
the base price of a set of two (2) PW1133 engines (the “
PW1133G Propulsion System
”) is
|
5.1
|
The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.2
|
The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft and the Converted A321 NEO Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.
|
5.4
|
The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.
|
5.5
|
The [***] applicable to the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.
|
6.1
|
Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***].
|
6.2
|
If the Seller exercises its right pursuant to Paragraph 6.1 above, [***].
|
6.3
|
Between [***] and [***], the [***].
|
6.4
|
Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].
|
7
|
[***]
|
8
|
ASSIGNMENT
|
Level
|
Moody’s/S&P
Ratings |
Applicable Margin
Eurodollar Loans |
Applicable Margin
ABR Loans |
I
|
B-/B3 or worse
|
3.25%
|
2.25%
|
II
|
B/B2
|
3.00%
|
2.00%
|
III
|
B+/B1 or better
|
2.75%
|
1.75%
|
A.
Existing Revolving Commitments
|
|
|
Revolving Lender
|
2014 Extended Revolving Commitment
|
|
Citibank, N.A.
|
|
$65,000,000
|
JPMorgan Chase Bank, N.A.
|
|
$25,000,000
|
Morgan Stanley Senior Funding, Inc.
|
|
$50,000,000
|
Credit Agricole Corporate and Investment Bank
|
|
$25,000,000
|
BNP Paribas
|
|
$40,000,000
|
Barclays Bank PLC
|
|
$75,000,000
|
Bank of America N.A.
|
|
$35,000,000
|
TOTAL:
|
|
$315,000,000
|
|
|
|
B.
2014 Revolving Commitments
|
|
|
Revolving Lender
|
|
2014 Revolving Commitment
|
Goldman Sachs Bank USA
|
|
$45,000,000
|
Apple Bank for Savings
|
|
$30,000,000
|
Columbia State Bank
|
|
$10,000,000
|
TOTAL:
|
|
$85,000,000
|
|
|
|
C.
Total Revolving Commitments
|
|
|
Revolving Lender
|
|
Revolving Commitment
|
Citibank, N.A.
|
|
$65,000,000
|
JPMorgan Chase Bank, N.A.
|
|
$25,000,000
|
Morgan Stanley Senior Funding, Inc.
|
|
$50,000,000
|
Credit Agricole Corporate and Investment Bank
|
|
$25,000,000
|
BNP Paribas
|
|
$40,000,000
|
Barclays Bank PLC
|
|
$75,000,000
|
Bank of America N.A.
|
|
$35,000,000
|
Goldman Sachs Bank USA
|
|
$45,000,000
|
Apple Bank for Savings
|
|
$30,000,000
|
Columbia State Bank
|
|
$10,000,000
|
TOTAL:
|
|
$400,000,000
|
1.
|
Article 2.1 – Term
. The first sentence of Article 2.1 shall be deleted in its entirety and replaced with the following:
|
2.
|
Article 3.1 – Covered Services
. Article 3.1(b)(iv), shall be deleted in its entirety and replaced with the following:
|
(1)
|
[***]
|
(2)
|
[***]
|
3.
|
Article 4.1 – Supplemental Work
. Article 4.1(c)(xiii) of the Agreement shall be deleted in its entirety and replaced with the following:
|
4.
|
Article 5.1 – Rate Per EFH Pricing
. Article 5.1 of the Agreement shall be deleted in its entirety and replaced with the following:
|
5.
|
Article 5.2 - Rate Per EFH Parameters
. Article 5.2 of the Agreement shall be deleted in its entirety and replaced with the following:
|
Engines
:
[***]
|
Utilization
:
[***]
|
EFH/EFC Ratio
:
[***]
|
Take-Off Derate:
[***]
|
Static Temperature Adjusted to Sea Level
:
[***]
|
6.
|
Article 5.5(c) LLP Pricing
. Article 5.5(c) of the Agreement shall be deleted in its entirety and replaced with the following:
|
7.
|
Article 7.7 – Parts Replacement Procedures
. Article 7.7(e) of the Agreement shall be deleted in its entirety and replaced with the following:
|
8.
|
Article 11.2 – Reconciliation. A new Subsection 11.2(c) shall be inserted as follows:
|
9.
|
Exhibit B: Engines Covered
is replaced in its entirety with a new Exhibited B, as attached hereto, to reflect updated Engines Covered.
|
10.
|
Exhibit M: Engine Lease Return Dates
shall be added to the Agreement, as attached hereto.
|
JETBLUE AIRWAYS CORPORATION
|
GE ENGINE SERVICES, LLC
|
/s/ Mark D. Powers
|
/S/ Michael P. Munz
|
SIGNATURE
|
SIGNATURE
|
Mark D. Powers
|
Michael P. Munz
|
PRINTED NAME
|
PRINTED NAME
|
Chief Financial Officer
|
GM – N. America Sales
|
TITLE
|
TITLE
|
12/22/2014
|
12/23/2014
|
DATE OF EXECUTION
|
DATE OF EXECUTION
|
No.
|
Engine Serial Number
|
No.
|
Engine Serial Number
|
No.
|
Engine Serial Number
|
No.
|
Engine Serial Number
|
No.
|
Engine Serial Number
|
1
|
424112
|
31
|
424563
|
61
|
994171
|
91
|
994283
|
121
|
994855
|
2
|
424113
|
32
|
424564
|
62
|
994175
|
92
|
994284
|
122
|
994879
|
3
|
424132
|
33
|
424587
|
63
|
994176
|
93
|
994294
|
123
|
994880
|
4
|
424137
|
34
|
424588
|
64
|
994177
|
94
|
994310
|
124
|
994881
|
5
|
424165
|
35
|
994123
|
65
|
994178
|
95
|
994311
|
125
|
994882
|
6
|
424166
|
36
|
994124
|
66
|
994179
|
96
|
994343
|
126
|
994919
|
7
|
424223
|
37
|
994125
|
67
|
994180
|
97
|
994344
|
127
|
994925
|
8
|
424225
|
38
|
994126
|
68
|
994188
|
98
|
994388
|
128
|
994926
|
9
|
424250
|
39
|
994127
|
69
|
994189
|
99
|
994389
|
129
|
994935
|
10
|
424252
|
40
|
994128
|
70
|
994191
|
100
|
994427
|
130
|
994948
|
11
|
424273
|
41
|
994129
|
71
|
994196
|
101
|
994428
|
|
|
12
|
424275
|
42
|
994130
|
72
|
994197
|
102
|
994506
|
|
|
13
|
424286
|
43
|
994134
|
73
|
994198
|
103
|
994508
|
|
|
14
|
424294
|
44
|
994135
|
74
|
994201
|
104
|
994512
|
|
|
15
|
424302
|
45
|
994136
|
75
|
994202
|
105
|
994513
|
|
|
16
|
424313
|
46
|
994141
|
76
|
994205
|
106
|
994589
|
|
|
17
|
424394
|
47
|
994142
|
77
|
994206
|
107
|
994590
|
|
|
18
|
424395
|
48
|
994143
|
78
|
994207
|
108
|
994645
|
|
|
19
|
424440
|
49
|
994144
|
79
|
994212
|
109
|
994647
|
|
|
20
|
424449
|
50
|
994147
|
80
|
994217
|
110
|
994659
|
|
|
21
|
424498
|
51
|
994148
|
81
|
994226
|
111
|
994664
|
|
|
22
|
424499
|
52
|
994155
|
82
|
994228
|
112
|
994695
|
|
|
23
|
424531
|
53
|
994157
|
83
|
994238
|
113
|
994696
|
|
|
24
|
424534
|
54
|
994159
|
84
|
994251
|
114
|
994718
|
|
|
25
|
424546
|
55
|
994160
|
85
|
994254
|
115
|
994719
|
|
|
26
|
424550
|
56
|
994162
|
86
|
994264
|
116
|
994720
|
|
|
27
|
424557
|
57
|
994164
|
87
|
994265
|
117
|
994726
|
|
|
28
|
424559
|
58
|
994167
|
88
|
994266
|
118
|
994727
|
|
|
29
|
424561
|
59
|
994168
|
89
|
994273
|
119
|
994728
|
|
|
30
|
424562
|
60
|
994169
|
90
|
994274
|
120
|
994729
|
|
|
Count
|
Aircraft
|
Type
|
Lease End Date
|
Initial Engine Serial Numbers
|
1
|
N183JB
|
E190
|
[***]
|
E994123
E994128 |
2
|
N179JB
|
E190
|
[***]
|
E994125
E994126 |
3
|
N184JB
|
E190
|
[***]
|
E994127
E994124 |
4
|
N187JB
|
E190
|
[***]
|
E994129
E994130 |
5
|
N190JB
|
E190
|
[***]
|
E994134
E994136 |
6
|
N192JB
|
E190
|
[***]
|
E994143
E994144 |
7
|
N193JB
|
E190
|
[***]
|
E994147
E994148 |
8
|
N197JB
|
E190
|
[***]
|
E994160
E994162 |
9
|
N198JB
|
E190
|
[***]
|
E994155
E994157 |
10
|
N203JB
|
E190
|
[***]
|
E994159
E994164 |
11
|
N206JB
|
E190
|
[***]
|
E994167
E994168 |
12
|
N216JB
|
E190
|
[***]
|
E994169
E994171 |
13
|
N228JB
|
E190
|
[***]
|
E994175
E994188 |
14
|
N229JB
|
E190
|
[***]
|
E994177
E994178 |
15
|
N231JB
|
E190
|
[***]
|
E994180
E994179 |
16
|
N236JB
|
E190
|
[***]
|
E994191
E994217 |
17
|
N238JB
|
E190
|
[***]
|
E994176
|
E994196
|
||||
18
|
N239JB
|
E190
|
[***]
|
E994197
|
E994198
|
||||
19
|
N247JB
|
E190
|
[***]
|
E994201
|
E994202
|
||||
20
|
N249JB
|
E190
|
[***]
|
E994205
|
E994206
|
||||
21
|
N258JB
|
E190
|
[***]
|
E994207
|
E994212
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
|
|
|
|
|
|
By: /s/ Mike Elliott
|
|
|
|
|
|
/s/ Robin Hayes
|
Mike Elliott
Senior Vice President, People
|
|
|
|
|
|
Robin Hayes
|
|
|
Year Ended
December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes (a)
|
|
$
|
623
|
|
|
$
|
279
|
|
|
$
|
209
|
|
|
$
|
145
|
|
|
$
|
161
|
|
Less: Capitalized interest
|
|
(14
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
237
|
|
|
255
|
|
|
270
|
|
|
273
|
|
|
272
|
|
|||||
Amortization of capitalized interest
|
|
4
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Adjusted earnings
|
|
$
|
850
|
|
|
$
|
524
|
|
|
$
|
473
|
|
|
$
|
415
|
|
|
$
|
431
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
142
|
|
|
$
|
154
|
|
|
$
|
167
|
|
|
$
|
171
|
|
|
$
|
172
|
|
Amortization of debt costs
|
|
6
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|
8
|
|
|||||
Rent expense representative of interest
|
|
89
|
|
|
93
|
|
|
94
|
|
|
94
|
|
|
92
|
|
|||||
Total fixed charges
|
|
$
|
237
|
|
|
$
|
255
|
|
|
$
|
270
|
|
|
$
|
273
|
|
|
$
|
272
|
|
Ratio of earnings to fixed charges (a)
|
|
3.59
|
|
|
2.05
|
|
|
1.75
|
|
|
1.52
|
|
|
1.59
|
|
(a)
|
Excluding the $241 million gain on the sale of LiveTV in 2014 would result in a ratio of earnings to fixed charges of 2.57.
|
(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 12, 2015
|
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 12, 2015
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
February 12, 2015
|
|
By:
|
/s/ DAVID BARGER
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
February 12, 2015
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|