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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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87-0617894
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(State of Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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27-01 Queens Plaza North, Long Island City, New York
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11101
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
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|||||||
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June 30, 2015
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December 31, 2014
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||||
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(unaudited)
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||||
ASSETS
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CURRENT ASSETS
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||||
Cash and cash equivalents
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$
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422
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$
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341
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Investment securities
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493
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367
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Receivables, less allowance (2015-$6; 2014-$6)
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144
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136
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Prepaid expenses and other
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346
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356
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Total current assets
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1,405
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1,200
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PROPERTY AND EQUIPMENT
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Flight equipment
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6,597
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6,233
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Predelivery deposits for flight equipment
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176
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207
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6,773
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6,440
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Less accumulated depreciation
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1,459
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1,354
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5,314
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5,086
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Other property and equipment
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859
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816
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Less accumulated depreciation
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276
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252
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583
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564
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Assets constructed for others
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561
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561
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Less accumulated depreciation
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150
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139
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411
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422
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Total property and equipment
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6,308
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6,072
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OTHER ASSETS
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Investment securities
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56
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60
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Restricted cash
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62
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61
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Other
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486
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446
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Total other assets
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604
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567
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TOTAL ASSETS
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$
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8,317
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$
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7,839
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||||
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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
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|||||||
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June 30, 2015
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December 31, 2014
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||||
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(unaudited)
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$
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266
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$
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208
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Air traffic liability
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1,136
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973
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Accrued salaries, wages and benefits
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247
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203
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Other accrued liabilities
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308
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287
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Current maturities of long-term debt and capital leases
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229
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265
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Total current liabilities
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2,186
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1,936
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
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1,803
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1,968
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CONSTRUCTION OBLIGATION
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480
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487
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DEFERRED TAXES AND OTHER LIABILITIES
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Deferred income taxes
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961
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832
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Other
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94
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87
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1,055
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919
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STOCKHOLDERS’ EQUITY
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Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
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—
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—
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Common stock, $0.01 par value; 900,000,000 shares authorized, 380,760,466 and 368,883,960 shares issued and 314,814,479 and 309,871,309 shares outstanding at June 30, 2015 and December 31, 2014, respectively
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4
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4
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Treasury stock, at cost; 65,945,987 and 59,012,651 shares at June 30, 2015 and December 31, 2014, respectively
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(259
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)
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(125
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)
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Additional paid-in capital
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1,781
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1,711
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Retained earnings
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1,291
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1,002
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Accumulated other comprehensive loss
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(24
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)
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(63
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)
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Total stockholders’ equity
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2,793
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2,529
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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8,317
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$
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7,839
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Three Months Ended June 30,
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Six Months Ended June 30,
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2015
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2014
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2015
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2014
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||||||||
OPERATING REVENUES
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Passenger
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$
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1,496
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$
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1,372
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$
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2,904
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$
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2,602
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Other
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116
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121
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|
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231
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|
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240
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||||
Total operating revenues
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1,612
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1,493
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3,135
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2,842
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OPERATING EXPENSES
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||||||||
Aircraft fuel and related taxes
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371
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497
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706
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961
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Salaries, wages and benefits
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375
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316
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750
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645
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Landing fees and other rents
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90
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83
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173
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160
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Depreciation and amortization
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81
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77
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168
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155
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Aircraft rent
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31
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31
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62
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62
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Sales and marketing
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70
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69
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130
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123
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Maintenance materials and repairs
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126
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102
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239
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|
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196
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|
||||
Other operating expenses
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186
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|
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177
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|
|
372
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|
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358
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||||
Total operating expenses
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1,330
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|
1,352
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2,600
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2,660
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||||
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||||||||
OPERATING INCOME
|
|
282
|
|
|
141
|
|
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535
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182
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||||
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OTHER INCOME (EXPENSE)
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||||||||
Interest expense
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(32
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)
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(39
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)
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(66
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)
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(76
|
)
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||||
Capitalized interest
|
|
2
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|
|
4
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|
|
4
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|
|
7
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|
||||
Interest income (expense) and other
|
|
(2
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)
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(3
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)
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(1
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)
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|
(3
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)
|
||||
Gain on sale of subsidiary
|
|
—
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|
|
242
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|
|
—
|
|
|
241
|
|
||||
Total other income (expense)
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(32
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)
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|
204
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|
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(63
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)
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169
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||||
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||||||||
INCOME BEFORE INCOME TAXES
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|
250
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|
|
345
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|
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472
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|
|
351
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|
||||
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|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
98
|
|
|
115
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|
|
183
|
|
|
117
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|
||||
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
|
$
|
152
|
|
|
$
|
230
|
|
|
$
|
289
|
|
|
$
|
234
|
|
|
|
|
|
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|
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||||||||
EARNINGS PER COMMON SHARE:
|
|
|
|
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|
|
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||||||||
Basic
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|
$
|
0.48
|
|
|
$
|
0.79
|
|
|
$
|
0.92
|
|
|
$
|
0.80
|
|
Diluted
|
|
$
|
0.44
|
|
|
$
|
0.68
|
|
|
$
|
0.84
|
|
|
$
|
0.69
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
NET INCOME
|
|
$
|
152
|
|
|
$
|
230
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $17 and $4 of taxes in 2015 and 2014, respectively)
|
|
26
|
|
|
6
|
|
||
Total other comprehensive income (loss)
|
|
26
|
|
|
6
|
|
||
COMPREHENSIVE INCOME
|
|
$
|
178
|
|
|
$
|
236
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
NET INCOME
|
|
$
|
289
|
|
|
$
|
234
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $25 and $3 of taxes in 2015 and 2014, respectively)
|
|
39
|
|
|
4
|
|
||
Total other comprehensive income (loss)
|
|
39
|
|
|
4
|
|
||
COMPREHENSIVE INCOME
|
|
$
|
328
|
|
|
$
|
238
|
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
|
||||||||
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
289
|
|
|
$
|
234
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Deferred income taxes
|
|
131
|
|
|
107
|
|
||
Depreciation
|
|
138
|
|
|
133
|
|
||
Amortization
|
|
30
|
|
|
28
|
|
||
Stock-based compensation
|
|
10
|
|
|
12
|
|
||
Losses on sale of assets, debt extinguishment, and customer contract termination
|
|
(8
|
)
|
|
3
|
|
||
Gain on sale of subsidiary
|
|
—
|
|
|
(241
|
)
|
||
Collateral returned for derivative instruments
|
|
39
|
|
|
1
|
|
||
Changes in certain operating assets and liabilities
|
|
254
|
|
|
240
|
|
||
Other, net
|
|
7
|
|
|
24
|
|
||
Net cash provided by operating activities
|
|
890
|
|
|
541
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures
|
|
(372
|
)
|
|
(310
|
)
|
||
Predelivery deposits for flight equipment
|
|
(34
|
)
|
|
(70
|
)
|
||
Proceeds from sale of subsidiary
|
|
—
|
|
|
391
|
|
||
Purchase of held-to-maturity investments
|
|
(267
|
)
|
|
(134
|
)
|
||
Proceeds from the maturities of held-to-maturity investments
|
|
187
|
|
|
146
|
|
||
Purchase of available-for-sale securities
|
|
(175
|
)
|
|
(335
|
)
|
||
Proceeds from the sale of available-for-sale securities
|
|
130
|
|
|
364
|
|
||
Other, net
|
|
1
|
|
|
(3
|
)
|
||
Net cash (used in) provided by investing activities
|
|
(530
|
)
|
|
49
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from:
|
|
|
|
|
||||
Issuance of common stock
|
|
57
|
|
|
9
|
|
||
Issuance of long-term debt
|
|
—
|
|
|
307
|
|
||
Repayment of long-term debt and capital lease obligations
|
|
(178
|
)
|
|
(587
|
)
|
||
Acquisition of treasury stock
|
|
(163
|
)
|
|
(82
|
)
|
||
Other, net
|
|
5
|
|
|
(8
|
)
|
||
Net cash used in financing activities
|
|
(279
|
)
|
|
(361
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
81
|
|
|
229
|
|
||
Cash and cash equivalents at beginning of period
|
|
341
|
|
|
225
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
422
|
|
|
$
|
454
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
|
(unaudited)
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
125
|
|
|
$
|
125
|
|
Commercial paper
|
|
45
|
|
|
—
|
|
||
|
|
170
|
|
|
125
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
—
|
|
|
$
|
48
|
|
Corporate bonds
|
|
379
|
|
|
254
|
|
||
|
|
379
|
|
|
302
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
549
|
|
|
$
|
427
|
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated losses at March 31, 2015
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
Reclassifications into earnings (net of $13 of taxes)
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Change in fair value (net of $4 of taxes)
|
|
8
|
|
|
—
|
|
|
8
|
|
|||
Ending accumulated losses at June 30, 2015
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated losses at March 31, 2014
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Reclassifications into earnings (net of $2 of taxes)
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Change in fair value (net of $2 of taxes)
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Ending accumulated income at June 30, 2014
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
__________________________
|
|
|
|
|
|
|
||||||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated losses at December 31, 2014
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Reclassifications into earnings (net of $26 of taxes)
|
|
40
|
|
|
—
|
|
|
40
|
|
|||
Change in fair value (net of $(1) of taxes)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Ending accumulated losses at June 30, 2015
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated income (losses) at December 31, 2013
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Reclassifications into earnings (net of $2 of taxes)
|
|
1
|
|
|
1
|
|
|
2
|
|
|||
Change in fair value (net of $1 of taxes)
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Ending accumulated income at June 30, 2014
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
__________________________
|
|
|
|
|
|
|
||||||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
152
|
|
|
$
|
230
|
|
|
$
|
289
|
|
|
$
|
234
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Interest on convertible debt, net of income taxes and profit sharing
|
|
1
|
|
|
3
|
|
|
2
|
|
|
5
|
|
||||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
|
$
|
153
|
|
|
$
|
233
|
|
|
$
|
291
|
|
|
$
|
239
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic earnings per share
|
|
316.9
|
|
|
293.5
|
|
|
313.6
|
|
|
294.2
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Employee stock options and restricted stock units
|
|
2.7
|
|
|
2.0
|
|
|
3.0
|
|
|
2.2
|
|
||||
Convertible debt
|
|
28.0
|
|
|
48.4
|
|
|
30.4
|
|
|
48.3
|
|
||||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
|
347.6
|
|
|
343.9
|
|
|
347.0
|
|
|
344.7
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Shares excluded from EPS calculation (in millions):
|
|
|
|
|
|
|
|
|
||||
Shares issuable upon conversion of our convertible debt as assumed conversion would be antidilutive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
10.7
|
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
||||
Third Quarter 2015
|
|
5
|
%
|
|
—
|
%
|
|
9
|
%
|
|
14
|
%
|
Fourth Quarter 2015
|
|
5
|
%
|
|
—
|
%
|
|
10
|
%
|
|
15
|
%
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
Fuel derivatives
|
|
|
|
||||
Longest remaining term (months)
|
6
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
1,206
|
|
|
2,808
|
|
||
Liability fair value recorded in other accrued liabilities (1)
|
$
|
38
|
|
|
$
|
102
|
|
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
(38
|
)
|
|
(102
|
)
|
||
Interest rate derivatives
|
|
|
|
||||
Liability fair value recorded in other long term liabilities (2)
|
$
|
1
|
|
|
$
|
1
|
|
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
(1
|
)
|
|
(1
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Fuel derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge effectiveness losses recognized in aircraft fuel expense
|
$
|
(31
|
)
|
|
$
|
(2
|
)
|
|
$
|
(66
|
)
|
|
$
|
(3
|
)
|
Gains on derivatives not qualifying for hedge accounting recognized in other expense
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Hedge ineffectiveness losses recognized in other expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Hedge gains (losses) on derivatives recognized in comprehensive income
|
12
|
|
|
7
|
|
|
(2
|
)
|
|
3
|
|
||||
Percentage of actual consumption economically hedged
|
20
|
%
|
|
15
|
%
|
|
20
|
%
|
|
16
|
%
|
||||
Interest rate derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge losses on derivatives recognized in interest expense
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Hedge gains (losses) on derivatives recognized in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty
|
(2)
|
Gross liability, prior to impact of collateral posted
|
|
Gross Amount of Recognized
|
|
Gross Amount of Cash Collateral
|
|
Net Amount Presented
in Balance Sheet |
||||||||||||||
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
||||||||||
As of June 30, 2015 (unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
26
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
June 30, 2015
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Available-for-sale investment securities
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||
|
$
|
245
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
415
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153
|
|
Available-for-sale investment securities
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||
|
$
|
153
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
278
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
102
|
|
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
•
|
We had a
$124 million
increase in passenger revenue compared to the
second quarter 2014
due to an
8.3%
increase in revenue passengers as well as a
0.6%
increase in the average fare.
|
•
|
Operating expense per available seat mile
decrease
d by
8.6%
to
10.86 cent
s, primarily due to a significant decline in aircraft fuel expenses and the reduction in expense related to the sale of LiveTV in 2014. Excluding fuel and profit sharing, our cost per available seat mile
(1)
increased by
0.6%
.
|
•
|
Operating income reached
$282 million
, an increase of $141 million over the comparable period in 2014. This increase was principally driven by higher passenger revenue and a reduction in aircraft fuel expenses.
|
|
|
Three Months Ended June 30,
|
|
Year-over-Year
Change |
|
|||||||||||
(Revenues in millions; percent changes based on unrounded numbers)
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
1,496
|
|
|
$
|
1,372
|
|
|
$
|
124
|
|
|
9.0
|
|
|
Other Revenue
|
|
116
|
|
|
121
|
|
|
(5
|
)
|
|
(4.6
|
)
|
|
|||
Operating Revenues
|
|
$
|
1,612
|
|
|
$
|
1,493
|
|
|
$
|
119
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
168.85
|
|
|
$
|
167.80
|
|
|
$
|
1.05
|
|
|
0.6
|
|
|
Yield per passenger mile (cents)
|
|
14.28
|
|
|
14.25
|
|
|
0.03
|
|
|
0.2
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
12.22
|
|
|
12.05
|
|
|
0.17
|
|
|
1.4
|
|
|
|||
Operating revenue per ASM (cents)
|
|
13.17
|
|
|
13.12
|
|
|
0.05
|
|
|
0.4
|
|
|
|||
Average stage length (miles)
|
|
1,085
|
|
|
1,088
|
|
|
(3
|
)
|
|
(0.3
|
)
|
|
|||
Revenue passengers (thousands)
|
|
8,858
|
|
|
8,179
|
|
|
679
|
|
|
8.3
|
|
|
|||
Revenue passenger miles (millions)
|
|
10,472
|
|
|
9,632
|
|
|
840
|
|
|
8.7
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
12,237
|
|
|
11,386
|
|
|
851
|
|
|
7.5
|
|
|
|||
Load Factor
|
|
85.6
|
%
|
|
84.6
|
%
|
|
|
|
1.0
|
|
pt.
|
|
Three Months Ended June 30,
|
|
Year-over-Year
Change |
|
Cents per ASM
|
||||||||||||||||||
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
$
|
371
|
|
|
$
|
497
|
|
|
$
|
(126
|
)
|
|
(25.3
|
)
|
|
3.03
|
|
|
4.37
|
|
|
(30.7
|
)
|
Salaries, wages and benefits
|
375
|
|
|
316
|
|
|
59
|
|
|
18.7
|
|
|
3.06
|
|
|
2.78
|
|
|
10.1
|
|
|||
Landing fees and other rents
|
90
|
|
|
83
|
|
|
7
|
|
|
7.0
|
|
|
0.74
|
|
|
0.73
|
|
|
1.4
|
|
|||
Depreciation and amortization
|
81
|
|
|
77
|
|
|
4
|
|
|
5.5
|
|
|
0.66
|
|
|
0.68
|
|
|
(2.9
|
)
|
|||
Aircraft rent
|
31
|
|
|
31
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.25
|
|
|
0.27
|
|
|
(7.4
|
)
|
|||
Sales and marketing
|
70
|
|
|
69
|
|
|
1
|
|
|
1.6
|
|
|
0.57
|
|
|
0.61
|
|
|
(6.6
|
)
|
|||
Maintenance materials and repairs
|
126
|
|
|
102
|
|
|
24
|
|
|
23.0
|
|
|
1.03
|
|
|
0.90
|
|
|
14.4
|
|
|||
Other operating expenses
|
186
|
|
|
177
|
|
|
9
|
|
|
4.9
|
|
|
1.52
|
|
|
1.54
|
|
|
(1.3
|
)
|
|||
Total operating expenses
|
$
|
1,330
|
|
|
$
|
1,352
|
|
|
$
|
(22
|
)
|
|
(1.7
|
)%
|
|
10.86
|
|
|
11.88
|
|
|
(8.6
|
)%
|
|
|
Six Months Ended June 30,
|
|
Year-over-Year
Change |
|
|||||||||||
(Revenues in millions; percent changes based on unrounded numbers)
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
2,904
|
|
|
$
|
2,602
|
|
|
$
|
302
|
|
|
11.6
|
|
|
Other Revenue
|
|
231
|
|
|
240
|
|
|
(9
|
)
|
|
(3.8
|
)
|
|
|||
Operating Revenues
|
|
$
|
3,135
|
|
|
$
|
2,842
|
|
|
$
|
293
|
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
171.29
|
|
|
$
|
167.75
|
|
|
$
|
3.54
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.45
|
|
|
14.22
|
|
|
0.23
|
|
|
1.6
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
12.28
|
|
|
11.93
|
|
|
0.35
|
|
|
2.9
|
|
|
|||
Operating revenue per ASM (cents)
|
|
13.25
|
|
|
13.04
|
|
|
0.21
|
|
|
1.7
|
|
|
|||
Average stage length (miles)
|
|
1,091
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
|
|||
Revenue passengers (thousands)
|
|
16,953
|
|
|
15,512
|
|
|
1,441
|
|
|
9.3
|
|
|
|||
Revenue passenger miles (millions)
|
|
20,093
|
|
|
18,294
|
|
|
1,799
|
|
|
9.8
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
23,656
|
|
|
21,805
|
|
|
1,851
|
|
|
8.5
|
|
|
|||
Load Factor
|
|
84.9
|
%
|
|
83.9
|
%
|
|
|
|
1.0
|
|
pt.
|
|
Six Months Ended June 30,
|
|
Year-over-Year
Change |
|
Cents per ASM
|
||||||||||||||||||
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Aircraft fuel and related taxes
|
$
|
706
|
|
|
$
|
961
|
|
|
$
|
(255
|
)
|
|
(26.5
|
)
|
|
2.99
|
|
|
4.41
|
|
|
(32.2
|
)
|
Salaries, wages and benefits
|
750
|
|
|
645
|
|
|
105
|
|
|
16.3
|
|
|
3.17
|
|
|
2.96
|
|
|
7.1
|
|
|||
Landing fees and other rents
|
173
|
|
|
160
|
|
|
13
|
|
|
8.1
|
|
|
0.73
|
|
|
0.73
|
|
|
—
|
|
|||
Depreciation and amortization
|
168
|
|
|
155
|
|
|
13
|
|
|
9.0
|
|
|
0.71
|
|
|
0.71
|
|
|
—
|
|
|||
Aircraft rent
|
62
|
|
|
62
|
|
|
—
|
|
|
(1.3
|
)
|
|
0.26
|
|
|
0.28
|
|
|
(7.1
|
)
|
|||
Sales and marketing
|
130
|
|
|
123
|
|
|
7
|
|
|
6.2
|
|
|
0.55
|
|
|
0.56
|
|
|
(1.8
|
)
|
|||
Maintenance materials and repairs
|
239
|
|
|
196
|
|
|
43
|
|
|
22.0
|
|
|
1.01
|
|
|
0.90
|
|
|
12.2
|
|
|||
Other operating expenses
|
372
|
|
|
358
|
|
|
14
|
|
|
3.4
|
|
|
1.57
|
|
|
1.65
|
|
|
(4.8
|
)
|
|||
Total operating expenses
|
$
|
2,600
|
|
|
$
|
2,660
|
|
|
$
|
(60
|
)
|
|
(2.3
|
)%
|
|
10.99
|
|
|
12.20
|
|
|
(9.9
|
)%
|
|
|
Three Months Ended June 30,
|
|
Year-over-Year
Change |
|
|
Six Months Ended June 30,
|
|
Year-over-Year
Change |
|
||||||||||||||
|
|
2015
|
|
2014
|
|
%
|
|
|
2015
|
|
2014
|
|
%
|
|
||||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
8,858
|
|
|
8,179
|
|
|
8.3
|
|
|
|
16,953
|
|
|
15,512
|
|
|
9.3
|
|
|
||||
Revenue passenger miles (millions)
|
|
10,472
|
|
|
9,632
|
|
|
8.7
|
|
|
|
20,093
|
|
|
18,294
|
|
|
9.8
|
|
|
||||
Available seat miles (ASMs) (millions)
|
|
12,237
|
|
|
11,386
|
|
|
7.5
|
|
|
|
23,656
|
|
|
21,805
|
|
|
8.5
|
|
|
||||
Load factor
|
|
85.6
|
%
|
|
84.6
|
%
|
|
1.0
|
|
pt.
|
|
84.9
|
%
|
|
83.9
|
%
|
|
1.0
|
|
pt.
|
||||
Aircraft utilization (hours per day)
|
|
12.0
|
|
|
12.0
|
|
|
0.1
|
|
|
|
11.8
|
|
|
11.8
|
|
|
0.7
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average fare
|
|
$
|
168.85
|
|
|
$
|
167.80
|
|
|
0.6
|
|
|
|
$
|
171.29
|
|
|
$
|
167.75
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.28
|
|
|
14.25
|
|
|
0.2
|
|
|
|
14.45
|
|
|
14.22
|
|
|
1.6
|
|
|
||||
Passenger revenue per ASM (cents)
|
|
12.22
|
|
|
12.05
|
|
|
1.4
|
|
|
|
12.28
|
|
|
11.93
|
|
|
2.9
|
|
|
||||
Operating revenue per ASM (cents)
|
|
13.17
|
|
|
13.12
|
|
|
0.4
|
|
|
|
13.25
|
|
|
13.04
|
|
|
1.7
|
|
|
||||
Operating expense per ASM (cents)
|
|
10.86
|
|
|
11.88
|
|
|
(8.6
|
)
|
|
|
10.99
|
|
|
12.20
|
|
|
(9.9
|
)
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.83
|
|
|
7.51
|
|
|
4.2
|
|
|
|
8.00
|
|
|
7.79
|
|
|
2.7
|
|
|
||||
Operating expense per ASM, excluding fuel & profit sharing (cents) (1)
|
|
7.56
|
|
|
7.51
|
|
|
0.6
|
|
|
|
7.75
|
|
|
7.79
|
|
|
(0.6
|
)
|
|
||||
Airline operating expense per ASM (cents) (2)
|
|
10.86
|
|
|
11.73
|
|
|
(7.4
|
)
|
|
|
10.99
|
|
|
12.03
|
|
|
(8.7
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Departures
|
|
79,558
|
|
|
74,917
|
|
|
6.2
|
|
|
|
153,381
|
|
|
143,069
|
|
|
7.2
|
|
|
||||
Average stage length (miles)
|
|
1,085
|
|
|
1,088
|
|
|
(0.3
|
)
|
|
|
1,091
|
|
|
1,091
|
|
|
—
|
|
|
||||
Average number of operating aircraft during period
|
|
206.0
|
|
|
193.9
|
|
|
6.3
|
|
|
|
205.0
|
|
|
193.4
|
|
|
6.0
|
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
2.13
|
|
|
$
|
3.09
|
|
|
(30.9
|
)
|
|
|
$
|
2.10
|
|
|
$
|
3.11
|
|
|
(32.6
|
)
|
|
Fuel gallons consumed (millions)
|
|
174
|
|
|
161
|
|
|
8.1
|
|
|
|
337
|
|
|
309
|
|
|
9.0
|
|
|
||||
Average number of full-time equivalent employees (2)
|
|
|
|
|
|
|
|
|
14,223
|
|
|
13,162
|
|
|
8.1
|
|
|
(1)
|
Refer to our “Regulation G Reconciliation” note below for more information on this non-GAAP measure.
|
(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
|
||||||||||||||||||||||||||
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Debt and capital lease obligations (1)
|
|
2,610
|
|
|
190
|
|
|
545
|
|
|
275
|
|
|
275
|
|
|
280
|
|
|
1,045
|
|
|||||||
Lease commitments
|
|
1,385
|
|
|
105
|
|
|
170
|
|
|
145
|
|
|
135
|
|
|
115
|
|
|
715
|
|
|||||||
Flight equipment purchase obligations
|
|
6,420
|
|
|
320
|
|
|
540
|
|
|
585
|
|
|
510
|
|
|
935
|
|
|
3,530
|
|
|||||||
Other obligations (2)
|
|
4,205
|
|
|
620
|
|
|
725
|
|
|
615
|
|
|
600
|
|
|
550
|
|
|
1,095
|
|
|||||||
Total
|
|
$
|
14,620
|
|
|
$
|
1,235
|
|
|
$
|
1,980
|
|
|
$
|
1,620
|
|
|
$
|
1,520
|
|
|
$
|
1,880
|
|
|
$
|
6,385
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
June 30, 2015
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
|
|
|
|
6
|
|
|
|
|
|
6
|
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
|
|
27
|
|
45
|
|
24
|
|
121
|
RECONCILIATION OF OPERATING EXPENSE PER ASM, EXCLUDING FUEL AND PROFIT SHARING
|
||||||||||||||||||||||||||||
(dollars in millions, per ASM data in cents)
|
||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
||||||||||||
Total operating expenses
|
|
$
|
1,330
|
|
|
10.86
|
|
|
$
|
1,352
|
|
|
11.88
|
|
|
$
|
2,600
|
|
|
10.99
|
|
|
$
|
2,660
|
|
|
12.20
|
|
Less: Aircraft fuel and related taxes
|
|
371
|
|
|
3.03
|
|
|
497
|
|
|
4.37
|
|
|
706
|
|
|
2.99
|
|
|
961
|
|
|
4.41
|
|
||||
Operating expenses, excluding fuel
|
|
959
|
|
|
7.83
|
|
|
855
|
|
|
7.51
|
|
|
1,894
|
|
|
8.00
|
|
|
1,699
|
|
|
7.79
|
|
||||
Less: Profit sharing
|
|
33
|
|
|
0.27
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
0.25
|
|
|
—
|
|
|
—
|
|
||||
Operating expense, excluding fuel and profit sharing
|
|
$
|
926
|
|
|
7.56
|
|
|
$
|
855
|
|
|
7.51
|
|
|
$
|
1,834
|
|
|
7.75
|
|
|
$
|
1,699
|
|
|
7.79
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced program (2)
|
|
Maximum number of shares that may yet to be purchased under the program (2)
|
|||||
June 2015
|
|
6,141,249
|
|
(1)
|
$
|
—
|
|
(1)
|
6,141,249
|
|
|
7,173,637
|
|
Total
|
|
6,141,249
|
|
|
|
|
6,141,249
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
|||
|
|
|
(Registrant)
|
|
||
Date:
|
July 31, 2015
|
|
By:
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
I.
|
PURPOSE OF THE PLAN
|
II.
|
ADMINISTRATION OF THE PLAN
|
III.
|
STOCK SUBJECT TO PLAN
|
IV.
|
OFFERING PERIODS
|
V.
|
ELIGIBILITY; ENROLLMENT
|
VI.
|
PAYROLL DEDUCTIONS
|
VII.
|
PURCHASE RIGHTS
|
VIII.
|
ACCRUAL LIMITATIONS
|
IX.
|
EFFECTIVE TIME AND TERM OF THE PLAN
|
X.
|
AMENDMENT AND TERMINATION OF THE PLAN
|
A.
|
The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval.
|
XI.
|
GENERAL PROVISIONS
|
(A)
|
Grant of RSUs
.
The Company hereby grants to the Participant ______
[NUMBER]
RSUs, subject to the terms and conditions of the Plan and this RSU Award Agreement. Each RSU represents an unfunded and unsecured right to receive one share of Common Stock in the future.
|
(B)
|
Vesting and Settlement of RSUs
.
|
(1)
|
The Period of Restriction applicable to the entire RSU grant shall commence on the Date of Award. Subject to the Participant’s continued employment with the Company or an Affiliate (the “
Company Group
”), the RSUs shall vest, and the Period of Restriction shall lapse, in equal installments on each of the first, second and third anniversaries of the Date of Award (each such anniversary, a “
Vesting Date
”). Any RSUs as to which the Period of Restriction has not lapsed prior to the date of the Participant’s Termination of Service shall be immediately forfeited, except as otherwise provided in Section (C) below.
|
(2)
|
Each vested RSU shall be settled through the delivery of one Share no later than the last business day of the month in which the Vesting Date occurs (the “
Settlement Date
”).
|
(3)
|
The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with section (D) below) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below, in the Plan and pursuant to the Company’s insider trading policies) and shall be fully paid, non-assessable and registered in the Participant’s name.
|
(1)
|
Upon the Participant’s Termination of Service under any circumstances, any RSUs that have not been settled in accordance with Section (B) above prior to the date of such Termination of Service shall be immediately and unconditionally forfeited, without any action required by the Participant or the Company.
|
(2)
|
Notwithstanding (1) above, upon a Termination of Service due to the Participant’s (a) Disability (as defined below) or (b) death, any such outstanding RSUs shall be distributed in Shares on a pro-rated basis in accordance with the following formula: (
A
)(i) the total number of RSUs
multiplied by
(ii) a fraction, the numerator of which is the number of days from the Date of Award through the date of such Termination of Service and the denominator of which is 1,096 (the product of (A) is rounded down to the nearest whole share),
less
(
B
) the number of RSUs as to which the Period of Restriction has previously lapsed. Such distribution referenced in this section (C)(1) shall be made following such Termination of Service and no later than the last business day of the month following such Termination of Service (or as soon as administratively practicable thereafter).
|
(3)
|
Notwithstanding (1) above, upon a Termination of Service due to the Participant’s Retirement (as defined below), such RSUs shall continue to vest as if the Participant remained in Service with the Company Group.
|
(4)
|
For the purposes of this Award Agreement,
|
i.
|
“
Disability
” means “long-term disability” as such term is defined in the Company’s Long Term Disability Plan for full-time crewmembers in effect from time to time, to the extent consistent with Code Section 409A;
|
ii.
|
“
Retirement
” means voluntary Termination of Service by the Participant on or after the date on which the sum of the Participant’s age and years of service as an employee of the Company Group is at least sixty-five (65);
provided
,
however
, that the Participant has both (i) attained the age of 55, and (ii) completed ten (10) years of service as an employee of the Company Group.
|
(5)
|
Notwithstanding the Section (C)(1) above to the contrary, if at the time of the Participant’s Termination of Service, the Participant is a “specified employee” within the meaning of Code Section 409A, any delivery of Shares hereunder that constitutes a “deferral of compensation” under Code Section 409A and that would otherwise become due on account of such Termination of Service shall be delayed, and such Shares shall be delivered in full upon the earlier to occur of (i) a date during the thirty-day period commencing six months and one day following such Termination of Service and (ii) the date of the Participant’s death.
|
(D)
|
Change in Control
. The RSU grant awarded under this RSU Award Agreement is subject to the provisions of Section 15 of the Plan;
provided
,
however
, that if a Change in Control occurs that does not constitute a “change in control event,” within the meaning of Treasury Regulations Section 1.409A-3(i)(5), then any accelerated payment or settlement of the RSUs in accordance with Section 15 of the Plan that constitutes a “deferral of compensation” under Code Section 409A shall be made at the times specified in Sections (B) and (C) above as if such Change in Control had not occurred.
|
(E)
|
Transferability
. RSUs are not transferable other than by last will and testament, by the laws of descent and distribution. Further, except as set forth in the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
|
(F)
|
Miscellaneous
.
|
(1)
|
The Plan provides a complete description of the terms and conditions governing all RSUs granted thereunder. This RSU Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt for the administration of the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this RSU Award Agreement.
|
(2)
|
The Committee shall have the right to impose such restrictions on any shares acquired pursuant to RSUs as it deems necessary or advisable under applicable federal securities laws, international laws, rules or regulations, the rules and regulations of any stock exchange or market upon which such shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such shares. It is expressly understood by the Participant that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this Award Agreement, all of which shall be binding upon the Participant.
|
(3)
|
The Participant acknowledges that the incentive compensation covered by this RSU Award Agreement and the RSUs granted hereunder are subject to Sections 20 and 21 of the Plan, including the Company’s recoupment policy, as may be amended or superseded from time to time by the Board or otherwise in response to changes in applicable laws, rules or regulations.
|
(4)
|
The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or alter this RSU Award Agreement at any time;
provided
,
however
, that no termination, amendment, modification, alteration or suspension shall materially impair the previously accrued rights of the Participant with respect to the RSUs granted pursuant to this RSU Award Agreement, without the Participant’s consent, except as otherwise provided by the Plan.
|
(5)
|
This Agreement and any payment or delivery of Shares under this Agreement are intended to comply with Section 409A of the Code (“
Section 409A
”) and shall be administered and construed in accordance with such intent. In furtherance, and not in limitation, of the foregoing: (a) in no event may the Participant designate, directly or indirectly, the calendar year of any payment or delivery of Shares to be made hereunder; and (b) notwithstanding any other
|
(6)
|
Delivery of the Shares underlying the RSUs upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) upon settlement or earlier, to the extent required by applicable law. The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the RSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount in cash sufficient to satisfy any applicable taxes required by law whenever arising with respect to the RSUs. Further, the Company may permit or require the plan administrator or Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the RSUs.
|
(7)
|
In furtherance and not in limitation, of the foregoing Section (F)(6), in the event that the Participant is an employee of the Company Group and becomes eligible to Retire but does not Retire, the Participant shall at that time become responsible for payment of all FICA and any other taxes with respect to his or her outstanding RSUs. Accordingly, the Participant acknowledges that the Company may, at that time or when deemed administratively
|
(8)
|
All obligations of the Company under the Plan and this Award Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
(A)
|
Grant of DSUs
.
The Company hereby grants to the Participant
[NUMBER]
DSUs, subject to the terms and conditions of the Plan and this DSU Award Agreement. Each DSU represents an unfunded and unsecured right to receive one share of Common Stock in the future.
|
(B)
|
Vesting and Settlement of DSUs
.
|
(1)
|
The Period of Restriction applicable to the entire DSU grant shall commence on the Date of Award. Subject to the Participant’s continued director service with the Company or an Affiliate (the “
Company Group
”), the DSUs shall vest, and the Period of Restriction shall lapse, on the first anniversary of the Date of Award (the “
Vesting Date
”). Any DSUs as to which the Period of Restriction has not lapsed prior to the date of the Participant’s Termination of Service shall be immediately forfeited.
|
(2)
|
Subject to Section D below, each vested DSU shall be settled through the delivery of one Share no later than the last business day of the month six months following the month in which the director’s service terminates (or as soon as administratively practicable thereafter, but in no event later than March 15
th
of the calendar year immediately following the calendar year in which the Vesting Date occurs (the “
Settlement Date
”)).
|
(3)
|
The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with Section (D) below) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below and in the Plan) the Company’s insider trading policies) and shall be fully paid, non-assessable and registered in the Participant’s name.
|
(C)
|
Termination of Service
. If, prior to the Vesting Date, the Participant incurs a Termination of Service under any circumstances, the DSUs as to which the Period of Restriction has not lapsed shall be cancelled immediately and the Participant shall immediately forfeit any rights to, and shall not be entitled to receive any Shares or payments with respect to, such DSUs.
|
(D)
|
Change in Control
. The DSU grant awarded under this DSU Award Agreement is subject to the provisions of Section 15 of the Plan.
|
(E)
|
Transferability
. DSUs are not transferable other than by last will and testament, by the laws of descent and distribution. Further, except as set forth in the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.
|
(F)
|
Miscellaneous
.
|
(1)
|
The Plan provides a complete description of the terms and conditions governing all DSUs granted thereunder. This DSU Award Agreement and the rights of the Participant hereunder are subject to the terms and conditions of the Plan, as amended from time to time, and to such rules and regulations as the Committee may adopt for the administration of the Plan. If there is any inconsistency between the terms of this DSU Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this DSU Award Agreement.
|
(2)
|
The Committee shall have the right to impose such restrictions on any shares acquired pursuant to DSUs as it deems necessary or advisable under applicable federal securities laws, the rules and regulations of any stock exchange or market upon which such shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such shares. It is expressly understood by the Participant that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this DSU Award Agreement, all of which shall be binding upon the Participant.
|
(3)
|
The Participant acknowledges that the incentive compensation covered by this DSU Award Agreement and the DSUs granted hereunder are subject to Sections 20 and 21 of the Plan, or otherwise in response to changes in applicable laws, rules or regulations.
|
(4)
|
The Board may at any time, or from time to time, terminate, amend, modify or suspend the Plan, and the Board or the Committee may amend or alter this DSU Award Agreement at any time;
provided
,
however
, that no termination, amendment, modification, alteration or suspension shall materially impair the previously accrued rights of the Participant with
|
(5)
|
Payments contemplated with respect to the DSUs are intended to comply with the short-term deferral exception under Section 409A of the Code, and the regulations and guidance promulgated thereunder (“
Section 409A
”). Notwithstanding the forgoing of any provisions of the Plan or this DSU Award Agreement, if the Company determines that such exception is not applicable to the DSUs, or any provision of this DSU Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the extent reasonably practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section F(5) does not create an obligation on the part of the Company to modify the Plan or this DSU Award Agreement and does not guarantee that the DSUs will not be subject to taxes, interest and penalties under Section 409A.
|
(6)
|
Delivery of the Shares underlying the DSUs upon settlement is subject to the Participant satisfying all applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation). The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the DSUs or otherwise, or (ii) require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. Further, the Company may permit or require the Participant to satisfy, in whole or in part, the tax obligations by withholding Shares that would otherwise be received upon settlement of the DSUs.
|
(7)
|
This DSU Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising his or her rights under this DSU Award Agreement.
|
(8)
|
All obligations of the Company under the Plan and this DSU Award Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
Notice:
|
You have been granted the following Performance Share Units in accordance with the terms of this notice, the Performance Share Unit Award Agreement attached hereto as
Attachment A
(such notice and agreement, collectively, this “
Agreement
”) and the Plan identified below.
|
Type of Award:
|
Other Stock-Based Awards, referred to herein as “
Performance Share Units
”. A Performance Share Unit is an unfunded and unsecured obligation of the Company to deliver Shares or the cash equivalent thereof, as determined in accordance with this Agreement and subject to the terms and conditions of this Agreement and those of the Plan. Two-thirds (2/3) of the Performance Share Units are “
ROIC Performance Share Units
” and one-third (1/3) of the Performance Share Units are “[●]
CASM Performance Share Units
.”
|
Plan:
|
Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan.
|
and Agreement:
|
The undersigned Participant acknowledges receipt of, and understands and agrees to, the terms and conditions of this Agreement and the Plan.
|
JETBLUE AIRWAYS CORPORATION
|
PARTICIPANT
|
By: ______________________________
|
By: ______________________________
|
Name:
|
Name:
|
Title:
|
Title:
|
Date:
|
Date:
|
Goal = [●] ROIC by [●]
|
|||||||||||||||
[●] ROIC
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
Earned ROIC Percentage
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
$
|
250
|
|
|
$
|
345
|
|
|
$
|
472
|
|
|
$
|
351
|
|
Less: Capitalized interest
|
|
(2
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(7
|
)
|
||||
Add:
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
57
|
|
|
63
|
|
|
114
|
|
|
124
|
|
||||
Amortization of capitalized interest
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Adjusted earnings
|
|
$
|
306
|
|
|
$
|
405
|
|
|
$
|
584
|
|
|
$
|
470
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
$
|
31
|
|
|
$
|
37
|
|
|
$
|
64
|
|
|
$
|
73
|
|
Amortization of debt costs
|
|
1
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||
Rent expense representative of interest
|
|
25
|
|
|
24
|
|
|
48
|
|
|
48
|
|
||||
Total fixed charges
|
|
$
|
57
|
|
|
$
|
63
|
|
|
$
|
114
|
|
|
$
|
124
|
|
Ratio of earnings to fixed charges
|
|
5.37
|
|
|
6.43
|
|
|
5.12
|
|
|
3.79
|
|
||||
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 31, 2015
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 31, 2015
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
July 31, 2015
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 31, 2015
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|