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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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September 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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544
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$
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341
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Investment securities
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588
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367
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Receivables, less allowance (2015-$7; 2014-$6)
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149
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136
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Prepaid expenses and other
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345
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356
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Total current assets
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1,626
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1,200
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PROPERTY AND EQUIPMENT
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||||
Flight equipment
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6,719
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6,233
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Predelivery deposits for flight equipment
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180
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207
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6,899
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6,440
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Less accumulated depreciation
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1,516
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1,354
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5,383
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5,086
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Other property and equipment
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857
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816
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Less accumulated depreciation
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286
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252
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571
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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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155
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139
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|
406
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422
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Total property and equipment
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6,360
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6,072
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OTHER ASSETS
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||||
Investment securities
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47
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60
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Restricted cash
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66
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61
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Other
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495
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446
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Total other assets
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608
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567
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TOTAL ASSETS
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$
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8,594
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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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September 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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264
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$
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208
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Air traffic liability
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1,101
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973
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Accrued salaries, wages and benefits
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307
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203
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Other accrued liabilities
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315
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287
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Current maturities of long-term debt and capital leases
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238
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265
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Total current liabilities
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2,225
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1,936
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
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1,744
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1,968
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CONSTRUCTION OBLIGATION
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476
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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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1,040
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832
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Other
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92
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87
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1,132
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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, $0.01 par value; 900,000,000 shares authorized, 381,674,691 and 368,883,960 shares issued and 315,060,521 and 309,871,309 shares outstanding at September 30, 2015 and December 31, 2014, respectively
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4
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4
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Treasury stock, at cost; 66,614,170 and 59,012,651 shares at September 30, 2015 and December 31, 2014, respectively
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(289
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)
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(125
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)
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Additional paid-in capital
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1,831
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1,711
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Retained earnings
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1,489
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1,002
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Accumulated other comprehensive loss
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(18
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)
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(63
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)
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Total stockholders’ equity
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3,017
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2,529
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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8,594
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$
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7,839
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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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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1,551
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$
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1,414
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$
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4,455
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$
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4,016
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Other
|
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136
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|
|
115
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|
|
367
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|
|
355
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|
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Total operating revenues
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1,687
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1,529
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4,822
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4,371
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OPERATING EXPENSES
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||||||||
Aircraft fuel and related taxes
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342
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515
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1,048
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1,476
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Salaries, wages and benefits
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389
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318
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1,139
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|
963
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|
||||
Landing fees and other rents
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91
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|
|
88
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|
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264
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|
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248
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|
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Depreciation and amortization
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|
84
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79
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|
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252
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|
|
234
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|
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Aircraft rent
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30
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|
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31
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92
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|
93
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Sales and marketing
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69
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59
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199
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|
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182
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|
||||
Maintenance materials and repairs
|
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132
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|
|
109
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|
|
371
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|
|
305
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|
||||
Other operating expenses
|
|
199
|
|
|
166
|
|
|
571
|
|
|
524
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|
||||
Total operating expenses
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1,336
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|
1,365
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|
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3,936
|
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4,025
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||||
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|
||||||||
OPERATING INCOME
|
|
351
|
|
|
164
|
|
|
886
|
|
|
346
|
|
||||
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|
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||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
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|
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||||||||
Interest expense
|
|
(32
|
)
|
|
(37
|
)
|
|
(98
|
)
|
|
(113
|
)
|
||||
Capitalized interest
|
|
2
|
|
|
4
|
|
|
6
|
|
|
11
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|
||||
Interest income (expense) and other
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
||||
Gain on sale of subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||
Total other income (expense)
|
|
(29
|
)
|
|
(32
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)
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(92
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)
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|
137
|
|
||||
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|
||||||||
INCOME BEFORE INCOME TAXES
|
|
322
|
|
|
132
|
|
|
794
|
|
|
483
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|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
124
|
|
|
53
|
|
|
307
|
|
|
170
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
|
$
|
198
|
|
|
$
|
79
|
|
|
$
|
487
|
|
|
$
|
313
|
|
|
|
|
|
|
|
|
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|
||||||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
$
|
1.55
|
|
|
$
|
1.07
|
|
Diluted
|
|
$
|
0.58
|
|
|
$
|
0.24
|
|
|
$
|
1.42
|
|
|
$
|
0.93
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
NET INCOME
|
|
$
|
198
|
|
|
$
|
79
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $3 and $(11) of taxes in 2015 and 2014, respectively)
|
|
6
|
|
|
(16
|
)
|
||
Total other comprehensive income (loss)
|
|
6
|
|
|
(16
|
)
|
||
COMPREHENSIVE INCOME
|
|
$
|
204
|
|
|
$
|
63
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
NET INCOME
|
|
$
|
487
|
|
|
$
|
313
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $28 and $(8) of taxes in 2015 and 2014, respectively)
|
|
45
|
|
|
(12
|
)
|
||
Total other comprehensive income (loss)
|
|
45
|
|
|
(12
|
)
|
||
COMPREHENSIVE INCOME
|
|
$
|
532
|
|
|
$
|
301
|
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
|
||||||||
|
|
Nine Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
487
|
|
|
$
|
313
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Deferred income taxes
|
|
201
|
|
|
157
|
|
||
Depreciation
|
|
210
|
|
|
197
|
|
||
Amortization
|
|
42
|
|
|
43
|
|
||
Stock-based compensation
|
|
15
|
|
|
16
|
|
||
(Gains) losses on sale of assets, debt extinguishment, and customer contract termination
|
|
(7
|
)
|
|
3
|
|
||
Gain on sale of subsidiary
|
|
—
|
|
|
(241
|
)
|
||
Collateral returned for derivative instruments
|
|
44
|
|
|
1
|
|
||
Changes in certain operating assets and liabilities
|
|
300
|
|
|
208
|
|
||
Other, net
|
|
2
|
|
|
27
|
|
||
Net cash provided by operating activities
|
|
1,294
|
|
|
724
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures
|
|
(493
|
)
|
|
(498
|
)
|
||
Predelivery deposits for flight equipment
|
|
(59
|
)
|
|
(99
|
)
|
||
Proceeds from sale of subsidiary
|
|
—
|
|
|
393
|
|
||
Purchase of held-to-maturity investments
|
|
(340
|
)
|
|
(194
|
)
|
||
Proceeds from the maturities of held-to-maturity investments
|
|
224
|
|
|
236
|
|
||
Purchase of available-for-sale securities
|
|
(237
|
)
|
|
(335
|
)
|
||
Proceeds from the sale of available-for-sale securities
|
|
140
|
|
|
388
|
|
||
Other, net
|
|
2
|
|
|
(4
|
)
|
||
Net cash used in investing activities
|
|
(763
|
)
|
|
(113
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from:
|
|
|
|
|
||||
Issuance of common stock
|
|
68
|
|
|
13
|
|
||
Issuance of long-term debt
|
|
—
|
|
|
342
|
|
||
Repayment of long-term debt and capital lease obligations
|
|
(232
|
)
|
|
(648
|
)
|
||
Acquisition of treasury stock
|
|
(164
|
)
|
|
(82
|
)
|
||
Other, net
|
|
—
|
|
|
(12
|
)
|
||
Net cash used in financing activities
|
|
(328
|
)
|
|
(387
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
203
|
|
|
224
|
|
||
Cash and cash equivalents at beginning of period
|
|
341
|
|
|
225
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
544
|
|
|
$
|
449
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
125
|
|
|
$
|
125
|
|
Commercial paper
|
|
97
|
|
|
—
|
|
||
|
|
222
|
|
|
125
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
—
|
|
|
$
|
48
|
|
Corporate bonds
|
|
413
|
|
|
254
|
|
||
|
|
413
|
|
|
302
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
635
|
|
|
$
|
427
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Floating rate enhanced equipment notes:
|
|
|
|
|
|
|
|
|
||||||||
Class G-1, due 2016
|
|
$
|
28
|
|
|
$
|
28
|
|
|
$
|
35
|
|
|
$
|
35
|
|
Class G-2, due 2016
|
|
185
|
|
|
182
|
|
|
185
|
|
|
180
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
43
|
|
|
45
|
|
|
77
|
|
|
78
|
|
||||
6.75% convertible debentures due in 2039
|
|
86
|
|
|
456
|
|
|
86
|
|
|
283
|
|
||||
5.5% convertible debentures due in 2038
|
|
42
|
|
|
243
|
|
|
68
|
|
|
241
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
|
$
|
201
|
|
|
$
|
212
|
|
|
$
|
217
|
|
|
$
|
224
|
|
Floating rate equipment notes, due through 2025
|
|
246
|
|
|
249
|
|
|
276
|
|
|
277
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
993
|
|
|
1,089
|
|
|
1,119
|
|
|
1,211
|
|
||||
Total*
|
|
$
|
1,824
|
|
|
$
|
2,504
|
|
|
$
|
2,063
|
|
|
$
|
2,529
|
|
|
|
|
|
|
|
|
|
|
||||||||
*Total excludes capital lease obligations of $158 million for September 30, 2015 and $170 million for December 31, 2014.
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated losses at June 30, 2015
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
Reclassifications into earnings (net of $10 of taxes)
|
|
17
|
|
|
—
|
|
|
17
|
|
|||
Change in fair value (net of $(7) of taxes)
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Ending accumulated losses at September 30, 2015
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest Rate
Swaps (2) |
|
Total
|
||||||
Beginning accumulated income at June 30, 2014
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Reclassifications into earnings (net of $0 of taxes)
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Change in fair value (net of $(11) of taxes)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Ending accumulated losses at September 30, 2014
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
__________________________
|
|
|
|
|
|
|
||||||
(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 $36 of taxes)
|
|
57
|
|
|
—
|
|
|
57
|
|
|||
Change in fair value (net of $(8) of taxes)
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Ending accumulated losses at September 30, 2015
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
|
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)
|
|
2
|
|
|
1
|
|
|
3
|
|
|||
Change in fair value (net of $(10) of taxes)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Ending accumulated losses at September 30, 2014
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
__________________________
|
|
|
|
|
|
|
||||||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
198
|
|
|
$
|
79
|
|
|
$
|
487
|
|
|
$
|
313
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Interest on convertible debt, net of income taxes and profit sharing
|
|
1
|
|
|
2
|
|
|
4
|
|
|
5
|
|
||||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
|
$
|
199
|
|
|
$
|
81
|
|
|
$
|
491
|
|
|
$
|
318
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic earnings per share
|
|
313.8
|
|
|
290.5
|
|
|
313.6
|
|
|
292.9
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Employee stock options and restricted stock units
|
|
2.6
|
|
|
2.2
|
|
|
2.9
|
|
|
2.2
|
|
||||
Convertible debt
|
|
27.1
|
|
|
48.4
|
|
|
29.3
|
|
|
48.4
|
|
||||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
|
343.5
|
|
|
341.1
|
|
|
345.8
|
|
|
343.5
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Shares excluded from EPS calculation (in millions):
|
|
|
|
|
|
|
|
|
||||
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
8.6
|
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
||||
Fourth Quarter 2015
|
|
5
|
%
|
|
—
|
%
|
|
10
|
%
|
|
15
|
%
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Fuel derivatives
|
|
|
|
||||
Longest remaining term (months)
|
3
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
603
|
|
|
2,808
|
|
||
Liability fair value recorded in other accrued liabilities (1)
|
$
|
29
|
|
|
$
|
102
|
|
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
29
|
|
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Fuel derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge effectiveness losses recognized in aircraft fuel expense
|
$
|
27
|
|
|
$
|
1
|
|
|
$
|
93
|
|
|
$
|
4
|
|
Gains (losses) on derivatives not qualifying for hedge accounting recognized in other expense
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||
Hedge ineffectiveness losses recognized in other expense
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Hedge losses on derivatives recognized in comprehensive income
|
18
|
|
|
28
|
|
|
20
|
|
|
25
|
|
||||
Percentage of actual consumption economically hedged
|
14
|
%
|
|
23
|
%
|
|
18
|
%
|
|
18
|
%
|
||||
Interest rate derivatives
|
|
|
|
|
|
|
|
||||||||
Hedge losses on derivatives recognized in interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Hedge gains on derivatives recognized in comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Gross liability of each contract prior to consideration of offsetting positions with each counterparty and prior to the 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 September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
371
|
|
Available-for-sale investment securities
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
||||
|
$
|
371
|
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
593
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
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
$137 million
increase
in passenger revenue compared to the
third quarter 2014
due primarily to a
7.7%
increase
in revenue passengers as well as a
1.9%
increase
in the average fare.
|
•
|
Operating expense per available seat mile
decrease
d by
11.2%
to
10.30 cent
s, primarily due to a significant decline in aircraft fuel expenses. Excluding fuel and profit sharing, our cost per available seat mile
(1)
increased by
2.4%
.
|
•
|
Operating income reached
$351 million
, an increase of $187 million over the comparable period in 2014. This increase was principally driven by a reduction in aircraft fuel expenses and higher passenger revenue, partially offset by an increase in controllable costs.
|
|
|
Three Months Ended September 30,
|
|
Year-over-Year
Change |
|
|||||||||||
(Revenues in millions; percent changes based on unrounded numbers)
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
1,551
|
|
|
$
|
1,414
|
|
|
$
|
137
|
|
|
9.7
|
|
|
Other Revenue
|
|
136
|
|
|
115
|
|
|
21
|
|
|
18.8
|
|
|
|||
Operating Revenues
|
|
$
|
1,687
|
|
|
$
|
1,529
|
|
|
$
|
158
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
167.96
|
|
|
$
|
164.80
|
|
|
$
|
3.16
|
|
|
1.9
|
|
|
Yield per passenger mile (cents)
|
|
14.02
|
|
|
13.96
|
|
|
0.06
|
|
|
0.5
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.96
|
|
|
12.03
|
|
|
(0.07
|
)
|
|
(0.6
|
)
|
|
|||
Operating revenue per ASM (cents)
|
|
13.01
|
|
|
13.00
|
|
|
0.01
|
|
|
—
|
|
|
|||
Average stage length (miles)
|
|
1,094
|
|
|
1,082
|
|
|
12
|
|
|
1.1
|
|
|
|||
Revenue passengers (thousands)
|
|
9,237
|
|
|
8,579
|
|
|
658
|
|
|
7.7
|
|
|
|||
Revenue passenger miles (millions)
|
|
11,063
|
|
|
10,127
|
|
|
936
|
|
|
9.2
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
12,976
|
|
|
11,752
|
|
|
1,224
|
|
|
10.4
|
|
|
|||
Load Factor
|
|
85.3
|
%
|
|
86.2
|
%
|
|
|
|
(0.9
|
)
|
pts.
|
|
Three Months Ended September 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
|
$
|
342
|
|
|
$
|
515
|
|
|
$
|
(173
|
)
|
|
(33.6
|
)
|
|
2.63
|
|
|
4.39
|
|
|
(39.8
|
)
|
Salaries, wages and benefits
|
389
|
|
|
318
|
|
|
71
|
|
|
22.4
|
|
|
3.00
|
|
|
2.71
|
|
|
10.9
|
|
|||
Landing fees and other rents
|
91
|
|
|
88
|
|
|
3
|
|
|
3.0
|
|
|
0.70
|
|
|
0.75
|
|
|
(6.7
|
)
|
|||
Depreciation and amortization
|
84
|
|
|
79
|
|
|
5
|
|
|
6.7
|
|
|
0.65
|
|
|
0.67
|
|
|
(3.4
|
)
|
|||
Aircraft rent
|
30
|
|
|
31
|
|
|
(1
|
)
|
|
(0.8
|
)
|
|
0.23
|
|
|
0.26
|
|
|
(10.2
|
)
|
|||
Sales and marketing
|
69
|
|
|
59
|
|
|
10
|
|
|
15.5
|
|
|
0.53
|
|
|
0.50
|
|
|
4.6
|
|
|||
Maintenance materials and repairs
|
132
|
|
|
109
|
|
|
23
|
|
|
21.5
|
|
|
1.02
|
|
|
0.93
|
|
|
10.1
|
|
|||
Other operating expenses
|
199
|
|
|
166
|
|
|
33
|
|
|
20.6
|
|
|
1.54
|
|
|
1.40
|
|
|
9.3
|
|
|||
Total operating expenses
|
$
|
1,336
|
|
|
$
|
1,365
|
|
|
$
|
(29
|
)
|
|
(2.0
|
)%
|
|
10.30
|
|
|
11.61
|
|
|
(11.2
|
)%
|
|
|
Nine Months Ended September 30,
|
|
Year-over-Year
Change |
|
|||||||||||
(Revenues in millions; percent changes based on unrounded numbers)
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
|||||||
Passenger Revenue
|
|
$
|
4,455
|
|
|
$
|
4,016
|
|
|
$
|
439
|
|
|
10.9
|
|
|
Other Revenue
|
|
367
|
|
|
355
|
|
|
12
|
|
|
3.5
|
|
|
|||
Operating Revenues
|
|
$
|
4,822
|
|
|
$
|
4,371
|
|
|
$
|
451
|
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
|
$
|
170.12
|
|
|
$
|
166.70
|
|
|
$
|
3.42
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.30
|
|
|
14.13
|
|
|
0.17
|
|
|
1.2
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
12.16
|
|
|
11.97
|
|
|
0.19
|
|
|
1.6
|
|
|
|||
Operating revenue per ASM (cents)
|
|
13.16
|
|
|
13.02
|
|
|
0.14
|
|
|
1.1
|
|
|
|||
Average stage length (miles)
|
|
1,092
|
|
|
1,088
|
|
|
4
|
|
|
0.3
|
|
|
|||
Revenue passengers (thousands)
|
|
26,190
|
|
|
24,091
|
|
|
2,099
|
|
|
8.7
|
|
|
|||
Revenue passenger miles (millions)
|
|
31,157
|
|
|
28,421
|
|
|
2,736
|
|
|
9.6
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
|
36,632
|
|
|
33,558
|
|
|
3,074
|
|
|
9.2
|
|
|
|||
Load Factor
|
|
85.1
|
%
|
|
84.7
|
%
|
|
|
|
0.4
|
|
pts.
|
|
Nine Months Ended September 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
|
$
|
1,048
|
|
|
$
|
1,476
|
|
|
$
|
(428
|
)
|
|
(29.0
|
)
|
|
2.87
|
|
|
4.40
|
|
|
(34.9
|
)
|
Salaries, wages and benefits
|
1,139
|
|
|
963
|
|
|
176
|
|
|
18.3
|
|
|
3.11
|
|
|
2.87
|
|
|
8.4
|
|
|||
Landing fees and other rents
|
264
|
|
|
248
|
|
|
16
|
|
|
6.3
|
|
|
0.72
|
|
|
0.74
|
|
|
(2.6
|
)
|
|||
Depreciation and amortization
|
252
|
|
|
234
|
|
|
18
|
|
|
8.2
|
|
|
0.69
|
|
|
0.70
|
|
|
(0.9
|
)
|
|||
Aircraft rent
|
92
|
|
|
93
|
|
|
(1
|
)
|
|
(1.2
|
)
|
|
0.25
|
|
|
0.28
|
|
|
(9.5
|
)
|
|||
Sales and marketing
|
199
|
|
|
182
|
|
|
17
|
|
|
9.3
|
|
|
0.54
|
|
|
0.54
|
|
|
0.1
|
|
|||
Maintenance materials and repairs
|
371
|
|
|
305
|
|
|
66
|
|
|
21.8
|
|
|
1.01
|
|
|
0.91
|
|
|
11.6
|
|
|||
Other operating expenses
|
571
|
|
|
524
|
|
|
47
|
|
|
8.8
|
|
|
1.56
|
|
|
1.55
|
|
|
(0.3
|
)
|
|||
Total operating expenses
|
$
|
3,936
|
|
|
$
|
4,025
|
|
|
$
|
(89
|
)
|
|
(2.2
|
)%
|
|
10.75
|
|
|
11.99
|
|
|
(10.4
|
)%
|
(percent changes based on unrounded numbers)
|
|
Three Months Ended September 30,
|
|
Year-over-Year
Change |
|
|
Nine Months Ended September 30,
|
|
Year-over-Year
Change |
|
||||||||||||||
|
|
2015
|
|
2014
|
|
%
|
|
|
2015
|
|
2014
|
|
%
|
|
||||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
9,237
|
|
|
8,579
|
|
|
7.7
|
|
|
|
26,190
|
|
|
24,091
|
|
|
8.7
|
|
|
||||
Revenue passenger miles (millions)
|
|
11,063
|
|
|
10,127
|
|
|
9.2
|
|
|
|
31,157
|
|
|
28,421
|
|
|
9.6
|
|
|
||||
Available seat miles (ASMs) (millions)
|
|
12,976
|
|
|
11,752
|
|
|
10.4
|
|
|
|
36,632
|
|
|
33,558
|
|
|
9.2
|
|
|
||||
Load factor
|
|
85.3
|
%
|
|
86.2
|
%
|
|
(0.9
|
)
|
pts.
|
|
85.1
|
%
|
|
84.7
|
%
|
|
0.4
|
|
pts.
|
||||
Aircraft utilization (hours per day)
|
|
12.2
|
|
|
12.0
|
|
|
1.0
|
|
|
|
12.0
|
|
|
11.9
|
|
|
0.8
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average fare
|
|
$
|
167.96
|
|
|
$
|
164.80
|
|
|
1.9
|
|
|
|
$
|
170.12
|
|
|
$
|
166.70
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.02
|
|
|
13.96
|
|
|
0.5
|
|
|
|
14.30
|
|
|
14.13
|
|
|
1.2
|
|
|
||||
Passenger revenue per ASM (cents)
|
|
11.96
|
|
|
12.03
|
|
|
(0.6
|
)
|
|
|
12.16
|
|
|
11.97
|
|
|
1.6
|
|
|
||||
Operating revenue per ASM (cents)
|
|
13.01
|
|
|
13.00
|
|
|
—
|
|
|
|
13.16
|
|
|
13.02
|
|
|
1.1
|
|
|
||||
Operating expense per ASM (cents)
|
|
10.30
|
|
|
11.61
|
|
|
(11.2
|
)
|
|
|
10.75
|
|
|
11.99
|
|
|
(10.4
|
)
|
|
||||
Operating expense per ASM, excluding fuel (cents)
|
|
7.67
|
|
|
7.22
|
|
|
6.2
|
|
|
|
7.88
|
|
|
7.59
|
|
|
3.8
|
|
|
||||
Operating expense per ASM, excluding fuel & profit sharing (cents) (1)
|
|
7.31
|
|
|
7.13
|
|
|
2.4
|
|
|
|
7.59
|
|
|
7.56
|
|
|
0.4
|
|
|
||||
Airline operating expense per ASM (cents) (2)
|
|
10.30
|
|
|
11.61
|
|
|
(11.2
|
)
|
|
|
10.75
|
|
|
11.88
|
|
|
(9.6
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Departures
|
|
82,989
|
|
|
77,205
|
|
|
7.5
|
|
|
|
236,370
|
|
|
220,274
|
|
|
7.3
|
|
|
||||
Average stage length (miles)
|
|
1,094
|
|
|
1,082
|
|
|
1.1
|
|
|
|
1,092
|
|
|
1,088
|
|
|
0.3
|
|
|
||||
Average number of operating aircraft during period
|
|
209.0
|
|
|
197.4
|
|
|
5.9
|
|
|
|
206.3
|
|
|
194.8
|
|
|
5.9
|
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
1.85
|
|
|
$
|
3.05
|
|
|
(39.5
|
)
|
|
|
$
|
2.01
|
|
|
$
|
3.09
|
|
|
(35.0
|
)
|
|
Fuel gallons consumed (millions)
|
|
185
|
|
|
169
|
|
|
9.8
|
|
|
|
522
|
|
|
477
|
|
|
9.3
|
|
|
||||
Average number of full-time equivalent employees (2)
|
|
|
|
|
|
|
|
|
14,418
|
|
|
13,225
|
|
|
9.0
|
|
|
(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)
|
|
2,530
|
|
|
110
|
|
|
545
|
|
|
275
|
|
|
275
|
|
|
280
|
|
|
1,045
|
|
|||||||
Lease commitments
|
|
1,350
|
|
|
50
|
|
|
175
|
|
|
150
|
|
|
140
|
|
|
120
|
|
|
715
|
|
|||||||
Flight equipment purchase obligations
|
|
6,485
|
|
|
220
|
|
|
630
|
|
|
645
|
|
|
525
|
|
|
935
|
|
|
3,530
|
|
|||||||
Other obligations (2)
|
|
4,075
|
|
|
550
|
|
|
660
|
|
|
615
|
|
|
600
|
|
|
555
|
|
|
1,095
|
|
|||||||
Total
|
|
$
|
14,440
|
|
|
$
|
930
|
|
|
$
|
2,010
|
|
|
$
|
1,685
|
|
|
$
|
1,540
|
|
|
$
|
1,890
|
|
|
$
|
6,385
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
September 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
|
|
|
|
4
|
|
|
|
|
|
4
|
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
|
|
25
|
|
45
|
|
24
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF OPERATING EXPENSE PER ASM, EXCLUDING FUEL AND PROFIT SHARING
|
||||||||||||||||||||||||||||
(dollars in millions, per ASM data in cents)
|
||||||||||||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
||||||||||||
Total operating expenses
|
|
$
|
1,336
|
|
|
10.30
|
|
|
$
|
1,365
|
|
|
11.61
|
|
|
$
|
3,936
|
|
|
10.75
|
|
|
$
|
4,025
|
|
|
11.99
|
|
Less: Aircraft fuel and related taxes
|
|
342
|
|
|
2.63
|
|
|
515
|
|
|
4.39
|
|
|
1,048
|
|
|
2.87
|
|
|
1,476
|
|
|
4.40
|
|
||||
Operating expenses, excluding fuel
|
|
994
|
|
|
7.67
|
|
|
850
|
|
|
7.22
|
|
|
2,888
|
|
|
7.88
|
|
|
2,549
|
|
|
7.59
|
|
||||
Less: Profit sharing and related taxes
|
|
47
|
|
|
0.36
|
|
|
11
|
|
|
0.09
|
|
|
107
|
|
|
0.29
|
|
|
11
|
|
|
0.03
|
|
||||
Operating expense, excluding fuel and profit sharing
|
|
$
|
947
|
|
|
7.31
|
|
|
$
|
839
|
|
|
7.13
|
|
|
$
|
2,781
|
|
|
7.59
|
|
|
$
|
2,538
|
|
|
7.56
|
|
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 be purchased under the program (2) (3)
|
|||||
September 2015
|
|
657,853
|
|
(1)
|
$
|
22.06
|
|
(1)
|
657,853
|
|
|
6,515,784
|
|
Total
|
|
657,853
|
|
|
|
|
657,853
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
|||
|
|
|
(Registrant)
|
|
||
Date:
|
October 30, 2015
|
|
By:
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
FROM
Christophe Mourey
Senior Vice-President Contracts
DATE
July 23
rd
2015
FAX
+33 (0)5 61 93 47 27
OUR REFERENCE
150625 JBU Config Letter
COPY
Gary Brooks
Rob Luken
Chloe Marcel
|
TO
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, NY 11101
Attention
: Mark D. Powers
EVP Chief Financial Officer
mark.powers@ietblue.com
Telefax: +1 718 709 3639
Copy
:
Ursula Hurley
Dora Habachy
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
$
|
322
|
|
|
$
|
132
|
|
|
$
|
794
|
|
|
$
|
483
|
|
Less: Capitalized interest
|
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(11
|
)
|
||||
Add:
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
54
|
|
|
63
|
|
|
168
|
|
|
187
|
|
||||
Amortization of capitalized interest
|
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Adjusted earnings
|
|
$
|
375
|
|
|
$
|
192
|
|
|
$
|
959
|
|
|
$
|
662
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
$
|
30
|
|
|
$
|
35
|
|
|
$
|
94
|
|
|
$
|
108
|
|
Amortization of debt costs
|
|
2
|
|
|
2
|
|
|
4
|
|
|
5
|
|
||||
Rent expense representative of interest
|
|
23
|
|
|
26
|
|
|
70
|
|
|
74
|
|
||||
Total fixed charges
|
|
$
|
55
|
|
|
$
|
63
|
|
|
$
|
168
|
|
|
$
|
187
|
|
Ratio of earnings to fixed charges (1)
|
|
6.89
|
|
|
3.05
|
|
|
5.71
|
|
|
3.54
|
|
||||
|
|
|
|
|
|
|
|
|
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.
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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):
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a)
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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
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b)
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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.
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Date:
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October 30, 2015
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By:
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/s/ ROBIN HAYES
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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.
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Date:
|
October 30, 2015
|
|
By:
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/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
October 30, 2015
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
October 30, 2015
|
|
By:
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/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|
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