|
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
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87-0617894
(I.R.S. Employer Identification No.)
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Title of each class
|
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Name of each exchange on which registered
|
Table of Contents
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PART I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
|
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Item 12.
|
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Item 13.
|
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Item 14.
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PART IV.
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Item 15.
|
Capacity Distribution
|
|
2015
|
|
2014
|
|
2013
|
|||
Caribbean & Latin America
(1)
|
|
30.2
|
%
|
|
31.4
|
%
|
|
28.1
|
%
|
Florida
|
|
29.2
|
|
|
29.3
|
|
|
30.9
|
|
Transcontinental
|
|
28.5
|
|
|
26.3
|
|
|
27.9
|
|
East
|
|
5.7
|
|
|
5.7
|
|
|
5.0
|
|
Central
|
|
3.8
|
|
|
4.7
|
|
|
5.2
|
|
West
|
|
2.6
|
|
|
2.6
|
|
|
2.9
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Destination
|
|
Service Commenced or Scheduled to Commence
|
Daytona Beach, FL
|
|
January 7, 2016
|
Palm Springs, CA
|
|
January 14, 2016
|
Quito, Ecuador
|
|
February 25, 2016
|
Nashville, TN
|
|
May 5, 2016
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gallons consumed (millions)
|
|
700
|
|
|
639
|
|
|
604
|
|
|||
Total cost (millions)
(1)
|
|
$
|
1,348
|
|
|
$
|
1,912
|
|
|
$
|
1,899
|
|
Average price per gallon
(1)
|
|
$
|
1.93
|
|
|
$
|
2.99
|
|
|
$
|
3.14
|
|
Percent of operating expenses
|
|
25.9
|
%
|
|
36.1
|
%
|
|
37.9
|
%
|
Aircraft
|
|
Seating Capacity
|
|
Owned
|
|
Capital Leased
|
|
Operating Leased
|
|
Total
|
|
Average Age in Years
|
|||||||
Airbus A320
|
|
150
|
|
(1)
|
|
102
|
|
|
4
|
|
|
24
|
|
|
130
|
|
|
10.3
|
|
Airbus A321
|
|
190 / 159
|
|
(2)
|
|
23
|
|
|
2
|
|
|
—
|
|
|
25
|
|
|
1.1
|
|
Embraer E190
|
|
100
|
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
60
|
|
|
7.2
|
|
|
|
|
|
|
155
|
|
|
6
|
|
|
54
|
|
|
215
|
|
|
8.3
|
|
|
|
High
|
|
Low
|
||||
2015 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
19.58
|
|
|
$
|
14.38
|
|
June 30
|
|
21.83
|
|
|
18.56
|
|
||
September 30
|
|
27.02
|
|
|
20.06
|
|
||
December 31
|
|
26.86
|
|
|
22.65
|
|
||
2014 Quarter Ended
|
|
|
|
|
||||
March 31
|
|
$
|
9.37
|
|
|
$
|
8.32
|
|
June 30
|
|
10.88
|
|
|
7.63
|
|
||
September 30
|
|
12.73
|
|
|
10.40
|
|
||
December 31
|
|
15.90
|
|
|
9.41
|
|
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) (3)
|
||||||
June 2015
|
|
6.1
|
|
(1)
|
|
|
|
6.1
|
|
|
7.2
|
|
||
September 2015
|
|
0.7
|
|
(1)
|
|
|
|
0.7
|
|
|
6.5
|
|
||
October 2015
|
|
0.3
|
|
|
|
$
|
25.07
|
|
|
0.3
|
|
|
6.2
|
|
November 2015
|
|
2.7
|
|
|
|
$
|
25.78
|
|
|
2.7
|
|
|
3.5
|
|
Total
|
|
9.8
|
|
|
|
|
|
9.8
|
|
|
3.5
|
|
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||||||
JetBlue Airways Corporation
|
|
$
|
100
|
|
|
$
|
110
|
|
|
$
|
164
|
|
|
$
|
305
|
|
|
$
|
436
|
|
S&P 500 Stock Index
|
|
100
|
|
|
113
|
|
|
147
|
|
|
164
|
|
|
163
|
|
|||||
NYSE Arca Airline Index
|
|
100
|
|
|
136
|
|
|
215
|
|
|
321
|
|
|
268
|
|
(in millions except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
6,416
|
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
$
|
4,982
|
|
|
$
|
4,504
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Aircraft fuel and related taxes
|
|
1,348
|
|
|
1,912
|
|
|
1,899
|
|
|
1,806
|
|
|
1,664
|
|
|||||
Salaries, wages and benefits
|
|
1,540
|
|
|
1,294
|
|
|
1,135
|
|
|
1,044
|
|
|
947
|
|
|||||
Landing fees and other rents
|
|
342
|
|
|
321
|
|
|
305
|
|
|
277
|
|
|
245
|
|
|||||
Depreciation and amortization
|
|
345
|
|
|
320
|
|
|
290
|
|
|
258
|
|
|
233
|
|
|||||
Aircraft rent
|
|
122
|
|
|
124
|
|
|
128
|
|
|
130
|
|
|
135
|
|
|||||
Sales and marketing
|
|
264
|
|
|
231
|
|
|
223
|
|
|
204
|
|
|
199
|
|
|||||
Maintenance materials and repairs
|
|
490
|
|
|
418
|
|
|
432
|
|
|
338
|
|
|
227
|
|
|||||
Other operating expenses
|
|
749
|
|
|
682
|
|
|
601
|
|
|
549
|
|
|
532
|
|
|||||
Total operating expenses
|
|
5,200
|
|
|
5,302
|
|
|
5,013
|
|
|
4,606
|
|
|
4,182
|
|
|||||
Operating income
|
|
1,216
|
|
|
515
|
|
|
428
|
|
|
376
|
|
|
322
|
|
|||||
Other income (expense)
(1)
|
|
(119
|
)
|
|
108
|
|
|
(149
|
)
|
|
(167
|
)
|
|
(177
|
)
|
|||||
Income before income taxes
|
|
1,097
|
|
|
623
|
|
|
279
|
|
|
209
|
|
|
145
|
|
|||||
Income tax expense
|
|
420
|
|
|
222
|
|
|
111
|
|
|
81
|
|
|
59
|
|
|||||
Net income
|
|
$
|
677
|
|
|
$
|
401
|
|
|
$
|
168
|
|
|
$
|
128
|
|
|
$
|
86
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.15
|
|
|
$
|
1.36
|
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.31
|
|
Diluted
|
|
$
|
1.98
|
|
|
$
|
1.19
|
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
$
|
0.28
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
|
19.0
|
%
|
|
8.9
|
%
|
|
7.9
|
%
|
|
7.5
|
%
|
|
7.1
|
%
|
|||||
Pre-tax margin
(1)
|
|
17.1
|
%
|
|
10.7
|
%
|
|
5.1
|
%
|
|
4.2
|
%
|
|
3.2
|
%
|
|||||
Ratio of earnings to fixed charges
|
|
5.71
|
x
|
|
3.59x
|
|
|
2.05x
|
|
|
1.75x
|
|
|
1.52
|
x
|
|||||
Net cash provided by operating activities
|
|
$
|
1,598
|
|
|
$
|
912
|
|
|
$
|
758
|
|
|
$
|
698
|
|
|
$
|
614
|
|
Net cash used in investing activities
|
|
(1,134
|
)
|
|
(379
|
)
|
|
(476
|
)
|
|
(867
|
)
|
|
(502
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(487
|
)
|
|
(417
|
)
|
|
(239
|
)
|
|
(322
|
)
|
|
96
|
|
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Data (in millions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
318
|
|
|
$
|
341
|
|
|
$
|
225
|
|
|
$
|
182
|
|
|
$
|
673
|
|
Investment securities
|
|
607
|
|
|
427
|
|
|
516
|
|
|
685
|
|
|
591
|
|
|||||
Total assets
|
|
8,660
|
|
|
7,839
|
|
|
7,350
|
|
|
7,070
|
|
|
7,071
|
|
|||||
Total long-term debt and capital leases
|
|
1,843
|
|
|
2,233
|
|
|
2,585
|
|
|
2,851
|
|
|
3,136
|
|
|||||
Common stockholders’ equity
|
|
3,210
|
|
|
2,529
|
|
|
2,134
|
|
|
1,888
|
|
|
1,757
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
|
35,101
|
|
|
32,078
|
|
|
30,463
|
|
|
28,956
|
|
|
26,370
|
|
|||||
Revenue passenger miles (millions)
|
|
41,711
|
|
|
37,813
|
|
|
35,836
|
|
|
33,563
|
|
|
30,698
|
|
|||||
Available seat miles (ASMs) (millions)
|
|
49,258
|
|
|
44,994
|
|
|
42,824
|
|
|
40,075
|
|
|
37,232
|
|
|||||
Load factor
|
|
84.7
|
%
|
|
84.0
|
%
|
|
83.7
|
%
|
|
83.8
|
%
|
|
82.4
|
%
|
|||||
Aircraft utilization (hours per day)
|
|
11.9
|
|
|
11.8
|
|
|
11.9
|
|
|
11.8
|
|
|
11.7
|
|
|||||
Average fare
|
|
$
|
167.89
|
|
|
$
|
166.57
|
|
|
$
|
163.19
|
|
|
$
|
157.11
|
|
|
$
|
154.74
|
|
Yield per passenger mile (cents)
|
|
14.13
|
|
|
14.13
|
|
|
13.87
|
|
|
13.55
|
|
|
13.29
|
|
|||||
Passenger revenue per ASM (cents)
|
|
11.96
|
|
|
11.88
|
|
|
11.61
|
|
|
11.35
|
|
|
10.96
|
|
|||||
Operating revenue per ASM (cents)
|
|
13.03
|
|
|
12.93
|
|
|
12.71
|
|
|
12.43
|
|
|
12.10
|
|
|||||
Operating expense per ASM (cents)
|
|
10.56
|
|
|
11.78
|
|
|
11.71
|
|
|
11.49
|
|
|
11.23
|
|
|||||
Operating expense per ASM, excluding fuel and related taxes (cents)
|
|
7.82
|
|
|
7.53
|
|
|
7.28
|
|
|
6.99
|
|
|
6.76
|
|
|||||
Operating expense per ASM, excluding fuel, profit sharing and related taxes (cents)
|
|
7.51
|
|
|
7.48
|
|
|
7.25
|
|
|
6.98
|
|
|
6.76
|
|
|||||
Airline operating expense per ASM (cents)
(1)
|
|
10.56
|
|
|
11.70
|
|
|
11.56
|
|
|
11.34
|
|
|
11.06
|
|
|||||
Departures
|
|
316,505
|
|
|
294,800
|
|
|
282,133
|
|
|
264,600
|
|
|
243,446
|
|
|||||
Average stage length (miles)
|
|
1,092
|
|
|
1,088
|
|
|
1,090
|
|
|
1,085
|
|
|
1,091
|
|
|||||
Average number of operating aircraft during period
|
|
207.9
|
|
|
196.2
|
|
|
185.2
|
|
|
173.9
|
|
|
164.9
|
|
|||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
1.93
|
|
|
$
|
2.99
|
|
|
$
|
3.14
|
|
|
$
|
3.21
|
|
|
$
|
3.17
|
|
Fuel gallons consumed (millions)
|
|
700
|
|
|
639
|
|
|
604
|
|
|
563
|
|
|
525
|
|
|||||
Average number of full-time equivalent crewmembers
(1)
|
|
14,537
|
|
|
13,280
|
|
|
12,447
|
|
|
12,035
|
|
|
11,532
|
|
(revenues in millions; percent changes based on unrounded numbers)
|
|
|
|
|
|
Year-over-Year Change
|
|
||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
|||||||
Passenger revenue
|
|
$
|
5,893
|
|
|
$
|
5,343
|
|
|
550
|
|
|
10.3
|
|
|
Other revenue
|
|
523
|
|
|
474
|
|
|
49
|
|
|
10.4
|
|
|
||
Operating revenues
|
|
6,416
|
|
|
5,817
|
|
|
599
|
|
|
10.3
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Average fare
|
|
$
|
167.89
|
|
|
$
|
166.57
|
|
|
1.32
|
|
|
0.8
|
|
|
Yield per passenger mile (cents)
|
|
14.13
|
|
|
14.13
|
|
|
—
|
|
|
—
|
|
|
||
Passenger revenue per ASM (cents)
|
|
11.96
|
|
|
11.88
|
|
|
0.08
|
|
|
0.7
|
|
|
||
Operating revenue per ASM (cents)
|
|
13.03
|
|
|
12.93
|
|
|
0.10
|
|
|
0.8
|
|
|
||
Average stage length (miles)
|
|
1,092
|
|
|
1,088
|
|
|
4
|
|
|
0.4
|
|
|
||
Revenue passengers (thousands)
|
|
35,101
|
|
|
32,078
|
|
|
3,023
|
|
|
9.4
|
|
|
||
Revenue passenger miles (millions)
|
|
41,711
|
|
|
37,813
|
|
|
3,898
|
|
|
10.3
|
|
|
||
Available seat miles (ASMs)(millions)
|
|
49,258
|
|
|
44,994
|
|
|
4,264
|
|
|
9.5
|
|
|
||
Load factor
|
|
84.7
|
%
|
|
84.0
|
%
|
|
|
|
0.7
|
|
pts
|
(in millions; per ASM data in cents; percentages based on unrounded numbers)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,348
|
|
|
$
|
1,912
|
|
|
$
|
(564
|
)
|
|
(29.5
|
)
|
|
2.74
|
|
|
4.25
|
|
|
(35.6
|
)
|
Salaries, wages and benefits
|
|
1,540
|
|
|
1,294
|
|
|
246
|
|
|
19.1
|
|
|
3.13
|
|
|
2.88
|
|
|
8.8
|
|
|||
Landing fees and other rents
|
|
342
|
|
|
321
|
|
|
21
|
|
|
6.7
|
|
|
0.70
|
|
|
0.71
|
|
|
(2.5
|
)
|
|||
Depreciation and amortization
|
|
345
|
|
|
320
|
|
|
25
|
|
|
7.7
|
|
|
0.70
|
|
|
0.71
|
|
|
(1.6
|
)
|
|||
Aircraft rent
|
|
122
|
|
|
124
|
|
|
(2
|
)
|
|
(1.8
|
)
|
|
0.25
|
|
|
0.28
|
|
|
(10.3
|
)
|
|||
Sales and marketing
|
|
264
|
|
|
231
|
|
|
33
|
|
|
14.3
|
|
|
0.54
|
|
|
0.51
|
|
|
4.4
|
|
|||
Maintenance, materials and repairs
|
|
490
|
|
|
418
|
|
|
72
|
|
|
17.3
|
|
|
0.99
|
|
|
0.93
|
|
|
7.1
|
|
|||
Other operating expenses
|
|
749
|
|
|
682
|
|
|
67
|
|
|
9.8
|
|
|
1.51
|
|
|
1.51
|
|
|
—
|
|
|||
Total operating expenses
|
|
$
|
5,200
|
|
|
$
|
5,302
|
|
|
$
|
(102
|
)
|
|
(1.9
|
)
|
|
10.56
|
|
|
11.78
|
|
|
(10.4
|
)
|
(revenues in millions; percent changes based on unrounded numbers)
|
|
|
|
|
|
Year-over-Year Change
|
|
|||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
||||||||
Passenger revenue
|
|
$
|
5,343
|
|
|
$
|
4,971
|
|
|
$
|
372
|
|
|
7.5
|
|
|
Other revenue
|
|
474
|
|
|
470
|
|
|
4
|
|
|
0.7
|
|
|
|||
Operating revenues
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
$
|
376
|
|
|
6.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average fare
|
|
$
|
166.57
|
|
|
$
|
163.19
|
|
|
$
|
3.38
|
|
|
2.1
|
|
|
Yield per passenger mile (cents)
|
|
14.13
|
|
|
13.87
|
|
|
0.26
|
|
|
1.9
|
|
|
|||
Passenger revenue per ASM (cents)
|
|
11.88
|
|
|
11.61
|
|
|
0.27
|
|
|
2.3
|
|
|
|||
Operating revenue per ASM (cents)
|
|
12.93
|
|
|
12.71
|
|
|
0.22
|
|
|
1.7
|
|
|
|||
Average stage length (miles)
|
|
1,088
|
|
|
1,090
|
|
|
(2
|
)
|
|
(0.2
|
)
|
|
|||
Revenue passengers (thousands)
|
|
32,078
|
|
|
30,463
|
|
|
1,615
|
|
|
5.3
|
|
|
|||
Revenue passenger miles (millions)
|
|
37,813
|
|
|
35,836
|
|
|
1,977
|
|
|
5.5
|
|
|
|||
Available seat miles (ASMs) (millions)
|
|
44,994
|
|
|
42,824
|
|
|
2,170
|
|
|
5.1
|
|
|
|||
Load factor
|
|
84.0
|
%
|
|
83.7
|
%
|
|
|
|
0.3
|
|
pts
|
(in millions; per ASM data in cents; percentages based on unrounded numbers)
|
|
|
|
|
|
Year-over-Year Change
|
|
per ASM
|
||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
|
$
|
1,912
|
|
|
$
|
1,899
|
|
|
13
|
|
|
0.7
|
|
|
4.25
|
|
|
4.43
|
|
|
(4.1
|
)
|
|
Salaries, wages and benefits
|
|
1,294
|
|
|
1,135
|
|
|
159
|
|
|
14.1
|
|
|
2.88
|
|
|
2.65
|
|
|
8.7
|
|
|||
Landing fees and other rents
|
|
321
|
|
|
305
|
|
|
16
|
|
|
5.3
|
|
|
0.71
|
|
|
0.71
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
320
|
|
|
290
|
|
|
30
|
|
|
10.2
|
|
|
0.71
|
|
|
0.68
|
|
|
4.4
|
|
|||
Aircraft rent
|
|
124
|
|
|
128
|
|
|
(4
|
)
|
|
(3.4
|
)
|
|
0.28
|
|
|
0.30
|
|
|
(6.7
|
)
|
|||
Sales and marketing
|
|
231
|
|
|
223
|
|
|
8
|
|
|
3.4
|
|
|
0.51
|
|
|
0.52
|
|
|
(1.9
|
)
|
|||
Maintenance, materials and repairs
|
|
418
|
|
|
432
|
|
|
(14
|
)
|
|
(3.4
|
)
|
|
0.93
|
|
|
1.01
|
|
|
(7.9
|
)
|
|||
Other operating expenses
|
|
682
|
|
|
601
|
|
|
81
|
|
|
13.5
|
|
|
1.51
|
|
|
1.41
|
|
|
7.1
|
|
|||
Total operating expenses
|
|
$
|
5,302
|
|
|
$
|
5,013
|
|
|
$
|
289
|
|
|
5.7
|
|
|
11.78
|
|
|
11.71
|
|
|
0.6
|
|
|
|
Three Months Ended
|
||||||||||||||
(dollars in millions)
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,523
|
|
|
$
|
1,612
|
|
|
$
|
1,687
|
|
|
$
|
1,594
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aircraft fuel and related taxes
|
|
335
|
|
|
371
|
|
|
342
|
|
|
300
|
|
||||
Salaries, wages and benefits
|
|
375
|
|
|
375
|
|
|
389
|
|
|
401
|
|
||||
Landing fees and other rents
|
|
83
|
|
|
90
|
|
|
91
|
|
|
78
|
|
||||
Depreciation and amortization
|
|
87
|
|
|
81
|
|
|
84
|
|
|
93
|
|
||||
Aircraft rent
|
|
31
|
|
|
31
|
|
|
30
|
|
|
30
|
|
||||
Sales and marketing
|
|
60
|
|
|
70
|
|
|
69
|
|
|
65
|
|
||||
Maintenance materials and repairs
|
|
113
|
|
|
126
|
|
|
132
|
|
|
119
|
|
||||
Other operating expenses
|
|
186
|
|
|
186
|
|
|
199
|
|
|
178
|
|
||||
Total operating expenses
|
|
1,270
|
|
|
1,330
|
|
|
1,336
|
|
|
1,264
|
|
||||
Operating income
|
|
253
|
|
|
282
|
|
|
351
|
|
|
330
|
|
||||
Other income (expense)
|
|
(31
|
)
|
|
(32
|
)
|
|
(29
|
)
|
|
(27
|
)
|
||||
Income before income taxes
|
|
222
|
|
|
250
|
|
|
322
|
|
|
303
|
|
||||
Income tax expense
|
|
85
|
|
|
98
|
|
|
124
|
|
|
113
|
|
||||
Net income
|
|
$
|
137
|
|
|
$
|
152
|
|
|
$
|
198
|
|
|
$
|
190
|
|
Operating margin
|
|
16.6
|
%
|
|
17.5
|
%
|
|
20.8
|
%
|
|
20.7
|
%
|
||||
Pre-tax margin
|
|
14.6
|
%
|
|
15.5
|
%
|
|
19.1
|
%
|
|
19.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Statistics:
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (thousands)
|
|
8,095
|
|
|
8,858
|
|
|
9,237
|
|
|
8,911
|
|
||||
Revenue passenger miles (millions)
|
|
9,622
|
|
|
10,472
|
|
|
11,063
|
|
|
10,554
|
|
||||
Available seat miles ASM (millions)
|
|
11,419
|
|
|
12,237
|
|
|
12,976
|
|
|
12,626
|
|
||||
Load factor
|
|
84.3
|
%
|
|
85.6
|
%
|
|
85.3
|
%
|
|
83.6
|
%
|
||||
Aircraft utilization (hours per day)
|
|
11.7
|
|
|
12.0
|
|
|
12.2
|
|
|
11.6
|
|
||||
Average fare
|
|
$
|
173.96
|
|
|
$
|
168.85
|
|
|
$
|
167.96
|
|
|
$
|
161.35
|
|
Yield per passenger mile (cents)
|
|
14.64
|
|
|
14.28
|
|
|
14.02
|
|
|
13.62
|
|
||||
Passenger revenue per ASM (cents)
|
|
12.33
|
|
|
12.22
|
|
|
11.96
|
|
|
11.39
|
|
||||
Operating revenue per ASM (cents)
|
|
13.34
|
|
|
13.17
|
|
|
13.01
|
|
|
12.62
|
|
||||
Operating expense per ASM (cents)
|
|
11.13
|
|
|
10.86
|
|
|
10.30
|
|
|
10.01
|
|
||||
Operating expense per ASM, excluding fuel and related taxes (cents)
|
|
8.19
|
|
|
7.83
|
|
|
7.67
|
|
|
7.64
|
|
||||
Operating expense per ASM, excluding fuel, profit sharing and related taxes (cents)
|
|
7.95
|
|
|
7.56
|
|
|
7.31
|
|
|
7.29
|
|
||||
Airline operating expense per ASM (cents)
|
|
11.13
|
|
|
10.86
|
|
|
10.30
|
|
|
10.01
|
|
||||
Departures
|
|
73,823
|
|
|
79,558
|
|
|
82,989
|
|
|
80,135
|
|
||||
Average stage length (miles)
|
|
1,097
|
|
|
1,085
|
|
|
1,094
|
|
|
1,093
|
|
||||
Average number of operating aircraft during period
|
|
203.9
|
|
|
206.0
|
|
|
209.0
|
|
|
212.7
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
|
$
|
2.06
|
|
|
$
|
2.13
|
|
|
$
|
1.85
|
|
|
$
|
1.68
|
|
Fuel gallons consumed (millions)
|
|
163
|
|
|
174
|
|
|
185
|
|
|
178
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
(in millions)
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Long-term debt and
capital lease obligations (1) |
|
$
|
2,170
|
|
|
$
|
524
|
|
|
$
|
248
|
|
|
$
|
245
|
|
|
$
|
255
|
|
|
$
|
209
|
|
|
$
|
689
|
|
Lease commitments
|
|
1,303
|
|
|
170
|
|
|
151
|
|
|
143
|
|
|
122
|
|
|
109
|
|
|
608
|
|
|||||||
Flight equipment obligations
|
|
6,910
|
|
|
661
|
|
|
742
|
|
|
656
|
|
|
1,041
|
|
|
1,371
|
|
|
2,439
|
|
|||||||
Other obligations
(2)
|
|
3,498
|
|
|
676
|
|
|
570
|
|
|
576
|
|
|
539
|
|
|
375
|
|
|
762
|
|
|||||||
Total
|
|
$
|
13,881
|
|
|
$
|
2,031
|
|
|
$
|
1,711
|
|
|
$
|
1,620
|
|
|
$
|
1,957
|
|
|
$
|
2,064
|
|
|
$
|
4,498
|
|
(1)
|
Includes actual interest and estimated interest for floating-rate debt based on
December 31, 2015
rates.
|
(2)
|
Amounts include noncancelable commitments for the purchase of goods and services.
|
Reconciliation of Operating expense per ASM, excluding fuel and profit sharing
|
|||||||||||||||||||||||||||||||||||
(in millions; per ASM data in cents; percentages based on unrounded numbers)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
||||||||||||||||
Total operating expenses
|
|
$
|
5,200
|
|
|
10.56
|
|
|
$
|
5,302
|
|
|
11.78
|
|
|
$
|
5,013
|
|
|
11.71
|
|
|
$
|
4,606
|
|
|
11.49
|
|
|
$
|
4,182
|
|
|
11.23
|
|
Less: Aircraft fuel and related taxes
|
|
1,348
|
|
|
2.74
|
|
|
1,912
|
|
|
4.25
|
|
|
1,899
|
|
|
4.43
|
|
|
1,806
|
|
|
4.50
|
|
|
1,664
|
|
|
4.47
|
|
|||||
Operating expenses, excluding fuel and related taxes
|
|
3,852
|
|
|
7.82
|
|
|
3,390
|
|
|
7.53
|
|
|
3,114
|
|
|
7.28
|
|
|
2,800
|
|
|
6.99
|
|
|
2,518
|
|
|
6.76
|
|
|||||
Less: Profit sharing and related taxes
|
|
151
|
|
|
0.31
|
|
|
25
|
|
|
0.05
|
|
|
12
|
|
|
0.03
|
|
|
3
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Operating expense, excluding fuel, profit sharing and related taxes
|
|
$
|
3,701
|
|
|
7.51
|
|
|
$
|
3,365
|
|
|
7.48
|
|
|
$
|
3,102
|
|
|
7.25
|
|
|
$
|
2,797
|
|
|
6.98
|
|
|
$
|
2,518
|
|
|
6.76
|
|
Reconciliation of Free Cash Flow (Non-GAAP)
|
||||||||||||||||||||
(in millions)
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,598
|
|
|
$
|
912
|
|
|
$
|
758
|
|
|
$
|
698
|
|
|
$
|
614
|
|
Less: Capital expenditures
(1)
|
|
(837
|
)
|
|
(806
|
)
|
|
(615
|
)
|
|
(542
|
)
|
|
(480
|
)
|
|||||
Less: Predelivery deposits for flight equipment
|
|
(104
|
)
|
|
(127
|
)
|
|
(22
|
)
|
|
(283
|
)
|
|
(44
|
)
|
|||||
Free Cash Flow
|
|
$
|
657
|
|
|
$
|
(21
|
)
|
|
$
|
121
|
|
|
$
|
(127
|
)
|
|
$
|
90
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
||||
Accounts payable
|
|
$
|
205
|
|
|
$
|
208
|
|
Air traffic liability
|
|
1,053
|
|
|
973
|
|
||
Accrued salaries, wages and benefits
|
|
302
|
|
|
203
|
|
||
Other accrued liabilities
|
|
267
|
|
|
287
|
|
||
Current maturities of long-term debt and capital leases
|
|
448
|
|
|
265
|
|
||
Total current liabilities
|
|
2,275
|
|
|
1,936
|
|
||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
|
|
1,395
|
|
|
1,968
|
|
||
CONSTRUCTION OBLIGATION
|
|
472
|
|
|
487
|
|
||
DEFERRED TAXES AND OTHER LIABILITIES
|
|
|
|
|
||||
Deferred income taxes
|
|
1,218
|
|
|
832
|
|
||
Other
|
|
90
|
|
|
87
|
|
||
Total deferred taxes and other liabilities
|
|
1,308
|
|
|
919
|
|
||
COMMITMENTS AND CONTINGENCIES (Notes 10 & 11)
|
|
|
|
|
|
|||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Preferred stock, $0.01 par value; 25 shares authorized, none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 900 shares authorized, 392 and 369 shares issued and 322 and 310 shares outstanding at 2015 and 2014, respectively
|
|
4
|
|
|
4
|
|
||
Treasury stock, at cost; 70 and 59 shares at 2015 and 2014, respectively
|
|
(366
|
)
|
|
(125
|
)
|
||
Additional paid-in capital
|
|
1,896
|
|
|
1,711
|
|
||
Retained earnings
|
|
1,679
|
|
|
1,002
|
|
||
Accumulated other comprehensive loss
|
|
(3
|
)
|
|
(63
|
)
|
||
Total stockholders’ equity
|
|
3,210
|
|
|
2,529
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
8,660
|
|
|
$
|
7,839
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Passenger
|
|
$
|
5,893
|
|
|
$
|
5,343
|
|
|
$
|
4,971
|
|
Other
|
|
523
|
|
|
474
|
|
|
470
|
|
|||
Total operating revenues
|
|
6,416
|
|
|
5,817
|
|
|
5,441
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
|
1,348
|
|
|
1,912
|
|
|
1,899
|
|
|||
Salaries, wages and benefits
|
|
1,540
|
|
|
1,294
|
|
|
1,135
|
|
|||
Landing fees and other rents
|
|
342
|
|
|
321
|
|
|
305
|
|
|||
Depreciation and amortization
|
|
345
|
|
|
320
|
|
|
290
|
|
|||
Aircraft rent
|
|
122
|
|
|
124
|
|
|
128
|
|
|||
Sales and marketing
|
|
264
|
|
|
231
|
|
|
223
|
|
|||
Maintenance, materials and repairs
|
|
490
|
|
|
418
|
|
|
432
|
|
|||
Other operating expenses
|
|
749
|
|
|
682
|
|
|
601
|
|
|||
Total operating expenses
|
|
5,200
|
|
|
5,302
|
|
|
5,013
|
|
|||
OPERATING INCOME
|
|
1,216
|
|
|
515
|
|
|
428
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(128
|
)
|
|
(148
|
)
|
|
(161
|
)
|
|||
Capitalized interest
|
|
8
|
|
|
14
|
|
|
13
|
|
|||
Interest income (expense) and other
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
241
|
|
|
—
|
|
|||
Total other income (expense)
|
|
(119
|
)
|
|
108
|
|
|
(149
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
|
1,097
|
|
|
623
|
|
|
279
|
|
|||
Income tax expense
|
|
420
|
|
|
222
|
|
|
111
|
|
|||
NET INCOME
|
|
$
|
677
|
|
|
$
|
401
|
|
|
$
|
168
|
|
|
|
|
|
|
|
|
||||||
EARNINGS PER COMMON SHARE
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.15
|
|
|
$
|
1.36
|
|
|
$
|
0.59
|
|
Diluted
|
|
$
|
1.98
|
|
|
$
|
1.19
|
|
|
$
|
0.52
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
NET INCOME
|
$
|
677
|
|
|
$
|
401
|
|
|
$
|
168
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $38, $(40), and $5 of taxes in 2015, 2014 and 2013, respectively)
|
60
|
|
|
(63
|
)
|
|
8
|
|
|||
Total other comprehensive income (loss)
|
60
|
|
|
(63
|
)
|
|
8
|
|
|||
COMPREHENSIVE INCOME
|
$
|
737
|
|
|
$
|
338
|
|
|
$
|
176
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
677
|
|
|
$
|
401
|
|
|
$
|
168
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
377
|
|
|
212
|
|
|
107
|
|
|||
Depreciation
|
|
288
|
|
|
263
|
|
|
258
|
|
|||
Amortization
|
|
57
|
|
|
62
|
|
|
48
|
|
|||
Stock-based compensation
|
|
20
|
|
|
20
|
|
|
14
|
|
|||
Gains on sale of assets, debt extinguishment and customer contract termination
|
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
(241
|
)
|
|
—
|
|
|||
Collateral returned (paid) for derivative instruments
|
|
52
|
|
|
(49
|
)
|
|
8
|
|
|||
Changes in certain operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
11
|
|
|
1
|
|
|
(22
|
)
|
|||
(Increase) decrease in inventories, prepaid and other
|
|
(5
|
)
|
|
3
|
|
|
(23
|
)
|
|||
Increase in air traffic liability
|
|
80
|
|
|
148
|
|
|
132
|
|
|||
(Decrease) increase in accounts payable and other accrued liabilities
|
|
64
|
|
|
68
|
|
|
52
|
|
|||
Other, net
|
|
(12
|
)
|
|
24
|
|
|
17
|
|
|||
Net cash provided by operating activities
|
|
1,598
|
|
|
912
|
|
|
758
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
|
(837
|
)
|
|
(730
|
)
|
|
(615
|
)
|
|||
Predelivery deposits for flight equipment
|
|
(104
|
)
|
|
(127
|
)
|
|
(22
|
)
|
|||
Proceeds from sale of subsidiary
|
|
—
|
|
|
393
|
|
|
—
|
|
|||
Purchase of held-to-maturity investments
|
|
(370
|
)
|
|
(361
|
)
|
|
(234
|
)
|
|||
Proceeds from the maturities of held-to-maturity investments
|
|
313
|
|
|
379
|
|
|
300
|
|
|||
Purchase of available-for-sale securities
|
|
(372
|
)
|
|
(335
|
)
|
|
(413
|
)
|
|||
Proceeds from the sale of available-for-sale securities
|
|
242
|
|
|
398
|
|
|
508
|
|
|||
Other, net
|
|
(6
|
)
|
|
4
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(1,134
|
)
|
|
(379
|
)
|
|
(476
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|||||
Proceeds from:
|
|
|
|
|
|
|
|
|||||
Issuance of common stock
|
|
84
|
|
|
41
|
|
|
10
|
|
|||
Issuance of long-term debt
|
|
—
|
|
|
342
|
|
|
393
|
|
|||
Short-term borrowings and lines of credit
|
|
—
|
|
|
—
|
|
|
190
|
|
|||
Repayment of:
|
|
|
|
|
|
|
||||||
Long-term debt and capital lease obligations
|
|
(328
|
)
|
|
(702
|
)
|
|
(612
|
)
|
|||
Short-term borrowings and lines of credit
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|||
Acquisition of treasury stock
|
|
(241
|
)
|
|
(82
|
)
|
|
(8
|
)
|
|||
Other, net
|
|
(2
|
)
|
|
(16
|
)
|
|
(22
|
)
|
|||
Net cash used in financing activities
|
|
(487
|
)
|
|
(417
|
)
|
|
(239
|
)
|
|||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(23
|
)
|
|
116
|
|
|
43
|
|
|||
Cash and cash equivalents at beginning of period
|
|
341
|
|
|
225
|
|
|
182
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
318
|
|
|
$
|
341
|
|
|
$
|
225
|
|
|
|
Common
Shares |
|
Common
Stock |
|
Treasury
Shares |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||
Balance at December 31, 2012
|
|
331
|
|
|
$
|
3
|
|
|
50
|
|
|
$
|
(35
|
)
|
|
$
|
1,495
|
|
|
433
|
|
|
$
|
(8
|
)
|
|
$
|
1,888
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Convertible debt redemption
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at December 31, 2013
|
|
347
|
|
|
$
|
3
|
|
|
51
|
|
|
$
|
(43
|
)
|
|
$
|
1,573
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
2,134
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
||||||
Changes in comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||||
Vesting of restricted stock units
|
|
3
|
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Exercise of stock options
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Convertible debt redemption
|
|
15
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Balance at December 31, 2014
|
|
369
|
|
|
$
|
4
|
|
|
59
|
|
|
$
|
(125
|
)
|
|
$
|
1,711
|
|
|
$
|
1,002
|
|
|
$
|
(63
|
)
|
|
$
|
2,529
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
677
|
|
||||||
Changes in comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||||
Vesting of restricted stock units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Exercise of stock options
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Stock issued under Crewmember stock purchase plan
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Shares repurchased under 2012 share repurchase plan
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
||||||
Convertible debt redemption
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Balance at December 31, 2015
|
|
392
|
|
|
$
|
4
|
|
|
70
|
|
|
$
|
(366
|
)
|
|
$
|
1,896
|
|
|
$
|
1,679
|
|
|
$
|
(3
|
)
|
|
$
|
3,210
|
|
|
|
2015
|
|
2014
|
||||
Available-for-sale securities
|
|
|
|
|
||||
Time deposits
|
|
$
|
125
|
|
|
$
|
125
|
|
Commercial paper
|
|
55
|
|
|
—
|
|
||
Treasury bills
|
|
75
|
|
|
—
|
|
||
Total available-for-sale securities
|
|
255
|
|
|
125
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Corporate bonds
|
|
322
|
|
|
254
|
|
||
Treasury notes
|
|
30
|
|
|
—
|
|
||
Time deposits
|
|
—
|
|
|
48
|
|
||
Total held-to-maturity securities
|
|
352
|
|
|
302
|
|
||
Total investment securities
|
|
$
|
607
|
|
|
$
|
427
|
|
Property and Equipment Type
|
|
Estimated Useful Life
|
|
Residual Value
|
|
Aircraft
|
|
25 years
|
|
20
|
%
|
In-flight entertainment systems
|
|
5-10 years
|
|
0
|
%
|
Aircraft parts
|
|
Fleet life
|
|
10
|
%
|
Flight equipment leasehold improvements
|
|
Lower of lease term or economic life
|
|
0
|
%
|
Ground property and equipment
|
|
2-10 years
|
|
0
|
%
|
Leasehold improvements—other
|
|
Lower of lease term or economic life
|
|
0
|
%
|
Buildings on leased land
|
|
Lease term
|
|
0
|
%
|
|
|
2015
|
|
2014
|
||||||||||
Secured Debt
|
|
|
|
|
|
|
|
|
||||||
Floating rate equipment notes, due through 2025
(1)
|
|
$
|
193
|
|
|
3.7
|
%
|
|
$
|
276
|
|
|
3.2
|
%
|
Floating rate enhanced equipment notes
(2)
|
|
|
|
|
|
|
|
|
||||||
Class G-1, due 2016
|
|
16
|
|
|
4.4
|
%
|
|
35
|
|
|
4.4
|
%
|
||
Class G-2, due 2016
|
|
185
|
|
|
1.0
|
%
|
|
185
|
|
|
1.0
|
%
|
||
Fixed rate enhanced equipment notes, due through 2023
(3)
|
|
201
|
|
|
4.5
|
%
|
|
217
|
|
|
4.5
|
%
|
||
Fixed rate equipment notes, due through 2026
|
|
964
|
|
|
5.5
|
%
|
|
1,119
|
|
|
5.6
|
%
|
||
Fixed rate special facility bonds, due through 2036
(4)
|
|
43
|
|
|
4.9
|
%
|
|
77
|
|
|
5.0
|
%
|
||
Unsecured Debt
|
|
|
|
|
|
|
|
|
||||||
6.75% convertible debentures due in 2039
(5)
|
|
86
|
|
|
|
|
86
|
|
|
|
||||
5.5% convertible debentures due in 2038
(6)
|
|
—
|
|
|
|
|
68
|
|
|
|
||||
Capital Leases
(7)
|
|
155
|
|
|
4.1
|
%
|
|
170
|
|
|
4.1
|
%
|
||
Total debt and capital lease obligations
|
|
1,843
|
|
|
|
|
2,233
|
|
|
|
||||
Less: Current maturities
|
|
(448
|
)
|
|
|
|
(265
|
)
|
|
|
||||
Long-term debt and capital lease obligations
|
|
$
|
1,395
|
|
|
|
|
$
|
1,968
|
|
|
|
Year
|
|
Maturities
|
|
|
2016
|
|
$
|
448
|
|
2017
|
|
189
|
|
|
2018
|
|
196
|
|
|
2019
|
|
217
|
|
|
2020
|
|
180
|
|
|
Thereafter
|
|
613
|
|
|
|
December 31, 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
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
35
|
|
|
$
|
35
|
|
Class G-2, due 2016
|
|
185
|
|
|
184
|
|
|
185
|
|
|
180
|
|
||||
Fixed rate special facility bonds, due through 2036
|
|
43
|
|
|
45
|
|
|
77
|
|
|
78
|
|
||||
6.75% convertible debentures due in 2039
|
|
86
|
|
|
405
|
|
|
86
|
|
|
283
|
|
||||
5.5% convertible debentures due in 2038
|
|
—
|
|
|
—
|
|
|
68
|
|
|
241
|
|
||||
Non-Public Debt
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
|
201
|
|
|
209
|
|
|
217
|
|
|
224
|
|
||||
Floating rate equipment notes, due through 2025
|
|
193
|
|
|
195
|
|
|
276
|
|
|
277
|
|
||||
Fixed rate equipment notes, due through 2026
|
|
964
|
|
|
1,042
|
|
|
1,119
|
|
|
1,211
|
|
||||
Total
|
|
$
|
1,688
|
|
|
$
|
2,096
|
|
|
$
|
2,063
|
|
|
$
|
2,529
|
|
|
|
Aircraft
|
|
Other
|
|
Total
|
||||||
2016
|
|
$
|
83
|
|
|
$
|
87
|
|
|
$
|
170
|
|
2017
|
|
79
|
|
|
72
|
|
|
151
|
|
|||
2018
|
|
77
|
|
|
66
|
|
|
143
|
|
|||
2019
|
|
59
|
|
|
63
|
|
|
122
|
|
|||
2020
|
|
53
|
|
|
56
|
|
|
109
|
|
|||
Thereafter
|
|
163
|
|
|
445
|
|
|
608
|
|
|||
Total minimum operating lease payments
|
|
$
|
514
|
|
|
$
|
789
|
|
|
$
|
1,303
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
677
|
|
|
$
|
401
|
|
|
$
|
168
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Interest on convertible debt, net of income taxes and profit sharing
|
|
4
|
|
|
7
|
|
|
9
|
|
|||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
|
$
|
681
|
|
|
$
|
408
|
|
|
$
|
177
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic earnings per share
|
|
315.1
|
|
|
294.7
|
|
|
282.8
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Employee stock options and restricted stock units
|
|
2.8
|
|
|
2.4
|
|
|
2.1
|
|
|||
Convertible debt
|
|
26.9
|
|
|
46.2
|
|
|
58.6
|
|
|||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
|
344.8
|
|
|
343.3
|
|
|
343.5
|
|
|||
Shares excluded from EPS calculation:
|
|
|
|
|
|
|
||||||
Shares issuable upon exercise of outstanding stock options or vesting of restricted stock units as assumed exercise would be antidilutive
|
|
—
|
|
|
6.9
|
|
|
13.8
|
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at beginning of year
|
|
3.8
|
|
|
$
|
7.18
|
|
Granted
|
|
0.9
|
|
|
17.09
|
|
|
Vested
|
|
(1.9
|
)
|
|
6.77
|
|
|
Forfeited
|
|
(0.3
|
)
|
|
8.29
|
|
|
Nonvested at end of year
|
|
2.5
|
|
|
$
|
10.94
|
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at beginning of year
|
|
6.0
|
|
|
$
|
12.38
|
|
Exercised
|
|
(4.7
|
)
|
|
12.63
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of year
|
|
1.3
|
|
|
$
|
11.40
|
|
Vested at end of year
|
|
1.3
|
|
|
$
|
11.40
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
351
|
|
|
$
|
192
|
|
|
$
|
95
|
|
State
|
|
26
|
|
|
20
|
|
|
12
|
|
|||
Deferred income tax expense
|
|
377
|
|
|
212
|
|
|
107
|
|
|||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
20
|
|
|
2
|
|
|
—
|
|
|||
State and other
|
|
23
|
|
|
8
|
|
|
4
|
|
|||
Current income tax expense
|
|
43
|
|
|
10
|
|
|
4
|
|
|||
Total income tax expense
|
|
$
|
420
|
|
|
$
|
222
|
|
|
$
|
111
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax expense at statutory rate
|
|
$
|
384
|
|
|
$
|
218
|
|
|
$
|
98
|
|
Increase resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of federal benefit
|
|
28
|
|
|
18
|
|
|
9
|
|
|||
Valuation Allowance, federal and state
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|||
Other, net
|
|
8
|
|
|
5
|
|
|
4
|
|
|||
Total income tax expense
|
|
$
|
420
|
|
|
$
|
222
|
|
|
$
|
111
|
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
15
|
|
|
$
|
152
|
|
Employee benefits
|
|
39
|
|
|
41
|
|
||
Deferred revenue/gains
|
|
104
|
|
|
102
|
|
||
Rent expense
|
|
33
|
|
|
30
|
|
||
Terminal 5 lease
|
|
36
|
|
|
32
|
|
||
Other
|
|
32
|
|
|
27
|
|
||
Financial derivative instruments
|
|
2
|
|
|
40
|
|
||
Deferred tax assets, net
|
|
261
|
|
|
424
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Accelerated depreciation
|
|
(1,334
|
)
|
|
(1,082
|
)
|
||
Deferred tax liabilities, net
|
|
(1,334
|
)
|
|
(1,082
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,073
|
)
|
|
$
|
(658
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits at January 1,
|
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
13
|
|
Increases for tax positions taken during a prior period
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Increases for tax positions taken during the period
|
|
6
|
|
|
4
|
|
|
2
|
|
|||
Decreases for tax positions taken during a prior period
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Decreases for settlement with tax authorities during the period
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Unrecognized tax benefits December 31,
|
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
11
|
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
First Quarter 2016
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Second Quarter 2016
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Third Quarter 2016
|
|
10%
|
|
—%
|
|
—%
|
|
10%
|
Fourth Quarter 2016
|
|
10%
|
|
—%
|
|
—%
|
|
10%
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Fuel derivatives
|
|
|
|
|
||||
Asset fair value recorded in prepaid expenses and other
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability fair value recorded in other accrued liabilities
(1)
|
|
5
|
|
|
102
|
|
||
Longest remaining term (months)
|
|
12
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
|
900
|
|
|
2,808
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
|
4
|
|
|
102
|
|
||
Interest rate derivatives
|
|
|
|
|
||||
Liability fair value recorded in other long term liabilities
(2)
|
|
—
|
|
|
1
|
|
||
Estimated amount of existing losses expected to be reclassified into earnings in the next 12 months
|
|
—
|
|
|
1
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fuel derivatives
|
|
|
|
|
|
|
||||||
Hedge effectiveness losses recognized in aircraft fuel expense
|
|
$
|
126
|
|
|
$
|
30
|
|
|
$
|
10
|
|
(Losses) gains on derivatives not qualifying for hedge accounting recognized in other expense
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|||
Hedge losses on derivatives recognized in comprehensive income
|
|
29
|
|
|
134
|
|
|
6
|
|
|||
Percentage of actual consumption economically hedged
|
|
17
|
%
|
|
20
|
%
|
|
21
|
%
|
|||
Interest rate derivatives
|
|
|
|
|
|
|
||||||
Hedge losses on derivatives recognized in interest expense
|
|
1
|
|
|
1
|
|
|
8
|
|
|||
Hedge gains on derivatives recognized in comprehensive income
|
|
—
|
|
|
—
|
|
|
1
|
|
(1)
|
Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty and prior to impact of collateral paid.
|
(2)
|
Gross liability prior to impact of collateral posted.
|
|
|
Gross Amount of Recognized
|
|
Gross Amount of Cash Collateral
|
|
Net Amount Presented
in Balance Sheet |
||||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel derivatives
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate derivatives
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147
|
|
Available-for-sale investment securities
|
|
75
|
|
|
180
|
|
|
—
|
|
|
255
|
|
||||
Aircraft fuel derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
222
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
402
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153
|
|
Available-for-sale investment securities
|
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
153
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
278
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel derivatives
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
102
|
|
Interest rate swap
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
|
Aircraft Fuel
Derivatives (1) |
|
Interest
Rate Swaps (2) |
|
Total
|
||||||
Balance of accumulated losses at December 31, 2012
|
|
(1
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Reclassifications into earnings (net of $7 of taxes)
|
|
6
|
|
|
5
|
|
|
11
|
|
|||
Change in fair value (net of $(2) of taxes)
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Balance of accumulated income (losses), at December 31, 2013
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Reclassifications into earnings (net of $12 of taxes)
|
|
18
|
|
|
1
|
|
|
19
|
|
|||
Change in fair value (net of $(52) of taxes)
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|||
Balance of accumulated losses, at December 31, 2014
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Reclassifications into earnings (net of $49 of taxes)
|
|
77
|
|
|
1
|
|
|
78
|
|
|||
Change in fair value (net of $(11) of taxes)
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||
Balance of accumulated losses, at December 31, 2015
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
(1) Reclassified to aircraft fuel expense
|
|
|
|
|
|
|
||||||
(2) Reclassified to interest expense
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
|
$
|
4,521
|
|
|
$
|
4,093
|
|
|
$
|
3,886
|
|
Caribbean & Latin America
|
|
1,895
|
|
|
1,724
|
|
|
1,555
|
|
|||
Total
|
|
$
|
6,416
|
|
|
$
|
5,817
|
|
|
$
|
5,441
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,523
|
|
|
$
|
1,612
|
|
|
$
|
1,687
|
|
|
$
|
1,594
|
|
Operating income
|
|
253
|
|
|
282
|
|
|
351
|
|
|
330
|
|
||||
Net income
|
|
137
|
|
|
152
|
|
|
198
|
|
|
190
|
|
||||
Basic earnings per share
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
Diluted earnings per share
|
|
$
|
0.40
|
|
|
$
|
0.44
|
|
|
$
|
0.58
|
|
|
$
|
0.56
|
|
2014
(1)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
1,349
|
|
|
$
|
1,493
|
|
|
$
|
1,529
|
|
|
$
|
1,446
|
|
Operating income
|
|
41
|
|
|
141
|
|
|
164
|
|
|
169
|
|
||||
Net income
|
|
4
|
|
|
230
|
|
|
79
|
|
|
88
|
|
||||
Basic earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.79
|
|
|
$
|
0.27
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first
column)
|
||||
Equity compensation plans approved by security holders
|
|
4,618,481
|
|
|
$
|
10.75
|
|
|
30,763,780
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,618,481
|
|
|
$
|
10.75
|
|
|
30,763,780
|
|
|
|
|
|
|
1.
|
|
Financial statements:
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
|
Consolidated Balance Sheets — December 31, 2015 and December 31, 2014
|
|
|
|
|
Consolidated Statements of Operations — For the years ended December 31, 2015, 2014 and 2013
|
|
|
|
|
Consolidated Statements of Comprehensive Income — For the years ended December 31, 2015, 2014 and 2013
|
|
|
|
|
Consolidated Statements of Cash Flows — For the years ended December 31, 2015, 2014 and 2013
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2015, 2014 and 2013
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
2.
|
|
Financial Statement Schedules:
|
|
|
|
|
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
|
|
S-1
|
|
|
Schedule II — Valuation of Qualifying Accounts and Reserves
|
|
S-2
|
|
|
Quarterly Financial Data
|
|
S-3
|
|
|
All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
|
|
|
3.
|
|
Exhibits: See accompanying Exhibit Index included after the signature page of this Report for a list of the exhibits filed or furnished with or incorporated by reference in this Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
February 17, 2016
|
|
|
|
By:
|
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/S/ ROBIN HAYES
|
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
February 17, 2016
|
Robin Hayes
|
|
|
|
|
|
|
|
|
|
/S/ MARK D. POWERS
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 17, 2016
|
Mark D. Powers
|
|
|
|
|
|
|
|
||
/S/ ALEXANDER CHATKEWITZ
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 17, 2016
|
Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
|
/S/ JENS BISCHOF
|
|
Director
|
|
February 17, 2016
|
Jens Bischof *
|
|
|
|
|
|
|
|
|
|
/S/ PETER BONEPARTH
|
|
Director
|
|
February 17, 2016
|
Peter Boneparth *
|
|
|
|
|
|
|
|
||
/S/ DAVID CHECKETTS
|
|
Director
|
|
February 17, 2016
|
David Checketts *
|
|
|
|
|
|
|
|
||
/S/ VIRGINIA GAMBALE
|
|
Director
|
|
February 17, 2016
|
Virginia Gambale *
|
|
|
|
|
|
|
|
||
/S/ STEPHAN GEMKOW
|
|
Director
|
|
February 17, 2016
|
Stephan Gemkow *
|
|
|
|
|
|
|
|
||
/S/ ELLEN JEWETT
|
|
Director
|
|
February 17, 2016
|
Ellen Jewett *
|
|
|
|
|
|
|
|
||
/S/ STANLEY MCCHRYSTAL
|
|
Director
|
|
February 17, 2016
|
Stanley McChrystal *
|
|
|
|
|
|
|
|
|
|
/S/ JOEL PETERSON
|
|
Director
|
|
February 17, 2016
|
Joel Peterson *
|
|
|
|
|
|
|
|
|
|
/S/ FRANK SICA
|
|
Director
|
|
February 17, 2016
|
Frank Sica *
|
|
|
|
|
|
|
|
|
|
/S/ THOMAS WINKELMANN
|
|
Director
|
|
February 17, 2016
|
Thomas Winkelmann *
|
|
|
|
|
2.1
|
|
Membership Interest Purchase Agreement among Harris Corporation and Thales Avionics In-Flight Systems, LLC and In-Flight Liquidating, LLC and Glenn S. Latta and Jeffrey A. Frisco and Andreas de Greef and JetBlue Airways Corporation, dated as of September 9, 2002 relating to the interests in LiveTV, LLC—incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated September 27, 2002 (File No. 000-49728).
|
|
|
|
2.1(a)
|
|
Purchase agreement between JetBlue Airways Corporation and Thales Avionics, Inc., dated as of March 13, 2014—incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
|
|
|
|
2.1(b)
|
|
Amended and Restated Purchase Agreement between JetBlue Airways Corporation and Thales Holding Corporation, dated June 10, 2014—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 000-49728).
|
|
|
|
3.1(a)
|
|
Certificate of Amendment of Certificate of Incorporation, dated May 20, 2010—incorporated by reference to Exhibit 3.2(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 000-49728).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of JetBlue Airways Corporation—incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated February 16, 2016.
|
|
|
|
3.3
|
|
Certificate of Designation of Series A Participating Preferred Stock dated April 1, 2002—incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated July 10, 2003 (File No. 000-49728).
|
|
|
|
4.1
|
|
Specimen Stock Certificate—incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.2
|
|
Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.2(a)
|
|
Amendment No. 1, dated as of June 30, 2003, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3, filed on July 3, 2003, as amended on July 10, 2003 (File No. 333-106781).
|
|
|
|
4.2(b)
|
|
Amendment No. 2, dated as of October 6, 2003, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3, filed on October 7, 2003 (File No. 333-109546).
|
|
|
|
4.2(c)
|
|
Amendment No. 3, dated as of October 4, 2004, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K/A dated October 4, 2004 (File No. 000-49728).
|
|
|
|
4.2(d)
|
|
Amendment No. 4, dated as of June 22, 2006, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, by and among JetBlue Airways Corporation and the Stockholders named therein—incorporated by reference to Exhibit 4.19 to our Registration Statement on Form S-3 ARS, filed on June 30, 2006 (File No. 333-135545).
|
|
|
|
4.4
|
|
Summary of Rights to Purchase Series A Participating Preferred Stock—incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
4.5
|
|
Stockholder Rights Agreement—incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-49728).
|
|
|
|
4.5(a)
|
|
Amendment to the Stockholder Rights Agreement, dated as of January 17, 2008, by and between JetBlue Airways Corporation and Computershare Trust Company, N.A.—incorporated by reference to Exhibit 4.5(a) to our Current Report on Form 8-K dated January 23, 2008 (File No. 000-49728).
|
|
|
|
4.7
|
|
Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-1G-1-O—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
|
|
|
|
4.7(a)
|
|
Form of Three-Month LIBOR plus 0.420% JetBlue Airways Pass Through Certificate Series 2004-1G-2-O—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
|
|
|
|
4.7(b)
|
|
Form of Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through Certificate Series 2004-1C-O—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
|
|
|
|
4.7(c)
|
|
Pass Through Trust Agreement, dated as of March 24, 2004, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways Pass Through Trust, Series 2004-1G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-1G-1-O, Pass Through Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728) (1).
|
|
|
|
4.7(d)
|
|
Revolving Credit Agreement (2004-1G-1), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1G-1 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(e)
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Revolving Credit Agreement (2004-1G-2), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1G-2 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(f)
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Revolving Credit Agreement (2004-1C), dated as of March 24, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-1C Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen Girozentrale, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(g)
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Deposit Agreement (Class G-1), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(h)
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Deposit Agreement (Class G-2), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(i)
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Deposit Agreement (Class C), dated as of March 24, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(j)
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Escrow and Paying Agent Agreement (Class G-1), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(k)
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Escrow and Paying Agent Agreement (Class G-2), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(l)
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Escrow and Paying Agent Agreement (Class C), dated as of March 24, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-1C-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(m)
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ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728) (2).
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4.7(n)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(o)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services, Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(p)
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Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services, Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1C-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(q)
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Class G-1 Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(r)
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Class G-2 Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(s)
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Class C Above Cap Liquidity Facility Confirmation, dated March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(t)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-1 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(u)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class G-2 Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(v)
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Guarantee, dated March 24, 2004, of Morgan Stanley Capital Services Inc. with respect to the Class C Above Cap Liquidity Facility—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(w)
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Insurance and Indemnity Agreement, dated as of March 24, 2004, among MBIA Insurance Corporation, as Policy Provider, JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(x)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated March 24, 2004, bearing Policy Number 43567(1) issued to Wilmington Trust Company, as Subordination Agent for the Class G-1 Certificates—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(y)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated March 24, 2004, bearing Policy Number 43567(2) issued to Wilmington Trust Company, as Subordination Agent for the Class G-2 Certificates—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(z)
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Intercreditor Agreement, dated as of March 24, 2004, among Wilmington Trust Company, as Pass Through Trustee, Landesbank Hessen- Thüringen Girozentrale, as Primary Liquidity Provider, Morgan Stanley Capital Services, Inc., as Above-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(aa)
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Note Purchase Agreement, dated as of March 24, 2004, among JetBlue Airways Corporation, Wilmington Trust Company, in its separate capacities as Pass Through Trustee, as Subordination Agent, as Escrow Agent and as Paying Agent—incorporated by reference to Exhibit 4.28 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(ab)
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Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.29 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.7(ac)
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Form of Participation Agreement among JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, in its separate capacities as Mortgagee, as Pass Through Trustee and as Subordination Agent—incorporated by reference to Exhibit 4.30 to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728).
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4.8
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Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Certificate Series 2004-2G-1-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(a)
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Form of Three-Month LIBOR plus 0.450% JetBlue Airways Pass Through Certificate Series 2004-2G-2-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(b)
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Form of Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Certificate Series 2004-2C-O, with attached form of Escrow Receipt—incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(c)
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Pass Through Trust Agreement, dated as of November 15, 2004, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways Pass Through Trust, Series 2004-2G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-2G-1-O, Pass Through Certificates—incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728) (3).
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4.8(d)
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Revolving Credit Agreement (2004-2G-1), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2G-1 Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(e)
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Revolving Credit Agreement (2004-2G-2), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2G-2 Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(f)
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Revolving Credit Agreement (2004-2C), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2C Pass Through Trust, as Borrower, and Landesbank Baden-Württemberg, as Primary Liquidity Provider—incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(g)
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Deposit Agreement (Class G-1), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(h)
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Deposit Agreement (Class G-2), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(i)
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Deposit Agreement (Class C), dated as of November 15, 2004, between Wilmington Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as Depositary—incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(j)
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Escrow and Paying Agent Agreement (Class G-1), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(k)
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Escrow and Paying Agent Agreement (Class G-2), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(l)
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Escrow and Paying Agent Agreement (Class C), dated as of November 15, 2004, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities, Inc., as Underwriters, Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2C-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent—incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(m)
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ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O—incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728) (4).
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4.8(n)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O—incorporated by reference to Exhibit 4.15 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(o)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O—incorporated by reference to Exhibit 4.16 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(p)
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Schedule to the ISDA Master Agreement, dated as of November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2C-O—incorporated by reference to Exhibit 4.17 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(q)
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Class G-1 Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(r)
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Class G-2 Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.19 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(s)
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Class C Above Cap Liquidity Facility Confirmation, dated November 15, 2004, between Citibank, N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.20 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(t)
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Insurance and Indemnity Agreement, dated as of November 15, 2004, among MBIA Insurance Corporation, as Policy Provider, JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent and Trustee—incorporated by reference to Exhibit 4.21 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(u)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated November 15, 2004, bearing Policy Number 45243 issued to Wilmington Trust Company, as Subordination Agent for the Class G-1 Certificates—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(v)
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MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated November 15, 2004, bearing Policy Number 45256 issued to Wilmington Trust Company, as Subordination Agent for the Class G-2 Certificates—incorporated by reference to Exhibit 4.23 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(w)
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Intercreditor Agreement, dated as of November 15, 2004, among Wilmington Trust Company, as Pass Through Trustee, Landesbank Baden-Württemberg, as Primary Liquidity Provider, Citibank, N.A., as Above-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent—incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(x)
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Note Purchase Agreement, dated as of November 15, 2004, among JetBlue Airways Corporation, Wilmington Trust Company, in its separate capacities as Pass Through Trustee, as Subordination Agent, as Escrow Agent and as Paying Agent—incorporated by reference to Exhibit 4.25 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(y)
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Form of Trust Indenture and Mortgage between JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, as Mortgagee—incorporated by reference to Exhibit 4.26 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.8(z)
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Form of Participation Agreement among JetBlue Airways Corporation, as Owner, and Wilmington Trust Company, in its separate capacities as Mortgagee, as Pass Through Trustee and as Subordination Agent—incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728).
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4.9
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Indenture, dated as of March 16, 2005, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s debt securities—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 10, 2005 (File No. 000-49728).
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4.9(b)
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Second Supplemental Indenture to the Indenture filed as Exhibit 4.9 to this Report, dated as of June 4, 2008, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 5, 2008 (File No. 000-49728).
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4.9(c)
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Third Supplemental Indenture to the Indenture filed as Exhibit 4.9 to this Report, dated as of June 4, 2008, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company’s 5.5% Convertible Debentures due 2038—incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 5, 2008 (File No. 000-49728).
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4.10
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Pass Through Trust Agreement, dated as of November 14, 2006, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass Through Trustee, made with respect to the formation of JetBlue Airways (Spare Parts) G-1 Pass Through Trust, and the issuance of Three-Month LIBOR plus 0.230% JetBlue Airways (Spare Parts) G-1 Pass Through Certificate—incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 14, 2006 (File No. 000-49728).
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4.11
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Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated December 13, 2007 (File No. 000-49728).
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4.11(a)
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Amendment No. 1, dated as of January 22, 2008, to the Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.11(a) to our Current Report on Form 8-K dated January 23, 2008 (File No. 000-49728).
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4.12
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Registration Rights Agreement, dated as of January 22, 2008, by and between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated January 23, 2008 (File No. 000-49728).
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4.13
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Supplement Agreement, dated as of May 27, 2008, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K dated May 28, 2008 (File No. 000-49728).
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4.14
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Second Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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4.15
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Third Supplemental Indenture dated as of June 4, 2008 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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4.16
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Form of Global Debenture—5.50% Convertible Debenture due 2038 (Series A) (included as part of Exhibit 4.1)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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4.17
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Form of Global Debenture—5.50% Convertible Debenture due 2038 (Series B) (included as part of Exhibit 4.2)—incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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4.18
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Fourth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 9, 2009 (File No. 000-49728).
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4.19
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Fifth Supplemental Indenture dated as of June 9, 2009 between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee—incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on June 9, 2009 (File No. 000-49728).
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4.20
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Form of Global Debenture—6.75% Convertible Debenture due 2039 (Series A)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 9, 2009 (File No. 000-49728).
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4.21
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Form of Global Debenture—6.75% Convertible Debenture due 2039 (Series B)—incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed on June 9, 2009 (File No. 000-49728).
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4.22
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Registration Rights Agreement, dated as of April 5, 2012, among JetBlue Airways Corporation, Deutsche Lufthansa AG and Lufthansa Malta Blues LP—incorporated by reference to Exhibit 4.22 to our Current Report on Form 8-K filed on April 5, 2012.
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10.3**
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V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, including Side Letters No. 1 through No. 3 and No. 5 through No. 9—incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.3(a)**
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Side Letter No. 10 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 25, 2002—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 000-49728).
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10.3(b)**
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Side Letter No. 11 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 10, 2003—incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-49728).
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10.3(c)**
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Side Letter No. 12 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated March 24, 2003—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 000-49728).
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10.3(d)**
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Side Letter No. 13 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated April 23, 2003—incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 30, 2003 (File No. 000-49728).
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10.3(e)**
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Side Letter No. 14 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated October 3, 2003—incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-49728).
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10.3(f)**
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Side Letter No. 15 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 10, 2003—incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-49728).
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10.3(g)**
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Side Letter No. 16 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated February 20, 2004—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (File No. 000-49728).
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10.3(h)**
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Side Letter No. 17 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated June 11, 2004—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 000-49728).
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10.3(i)**
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Side Letter No. 18 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated November 19, 2004—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated November 19, 2004 (File No. 000-49728).
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10.3(j)**
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Side Letter No. 19 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 21, 2005—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-49728).
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10.3(k)**
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Side Letter No. 20 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 6, 2006—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-49728).
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10.3(l)**
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Side Letter No. 21 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated January 30, 2007—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 000-49728).
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10.3(m)**
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Side Letter No. 22 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated March 27, 2007—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 000-49728).
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10.3(n)**
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Side Letter No. 23 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated December 18, 2007—incorporated by reference to Exhibit 10.3(n) to our Annual Report on Form 10-K, as amended, for the year ended December 31, 2007 (File No. 000-49728).
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10.3(o)**
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Side Letter No. 24 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated April 2, 2008—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 000-49728).
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10.3(p)**
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Side Letter No. 25 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 000-49728).
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10.3(q)**
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Side Letter No. 26 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated January 27, 2009—incorporated by reference to Exhibit 10.3(q) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 000-49728).
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10.3(r)**
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Side Letter No. 27 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated June 5, 2009–incorporated by reference to Exhibit 10.3(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 000-49728).
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10.3(s)**
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Side letter No. 28 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 31, 2010—incorporated by reference to Exhibit 10.3(s) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 000-49728).
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10.3(t)**
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Side letter No. 29 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 14, 2011—incorporated by reference to Exhibit 10.3(t) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
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10.3(u)**
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Side letter No. 30 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 17, 2011—incorporated by reference to Exhibit 10.3(u) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(v)**
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Side letter No. 31 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated September 27, 2011—incorporated by reference to Exhibit 10.3(v) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
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10.3(w)**
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Side letter No. 32 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 8, 2011—incorporated by reference to Exhibit 10.3(w) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(x)**
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Side letter No. 33 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 1, 2011—incorporated by reference to Exhibit 10.3(x) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.3(y)**
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Side letter No. 34 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated February 21, 2012—incorporated by reference to Exhibit 10.3(y) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(z)**
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Side letter No. 35 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated March 15, 2012—incorporated by reference to Exhibit 10.3(z) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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10.3(aa)**
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Side letter No. 36 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 1, 2012—incorporated by reference to Exhibit 10.3(aa) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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10.3(ab)**
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Side letter No. 37 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated November 9, 2012—incorporated by reference to Exhibit 10.3(ab) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.3(ac)**
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Side letter No. 38 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated October 2, 2013—incorporated by reference to Exhibit 10.3(ac) to our Annual Report on Form 10-K for the year ended December 31, 2014.
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10.3(ad)**
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Amendment No.1 to the V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 15, 2014—incorporated by reference to Exhibit 10.3(ad) to our Annual Report on Form 10-K for the year ended December 31, 2014.
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10.3(ae)***
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Amendment No. 2 to the V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated December 4, 2015.
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10.4**
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Amendment and Restated Agreement between JetBlue Airways Corporation and LiveTV, LLC, dated as of December 17, 2001, including Amendments No. 1, No. 2 and 3—incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
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10.5**
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GDL Patent License Agreement between Harris Corporation and LiveTV, LLC, dated as of September 2, 2002—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for quarter ended September 30, 2002 (File No. 000-49728).
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10.15
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Form of Director/Officer Indemnification Agreement—incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, as amended (File No. 333-82576) and referenced as Exhibit 10.19 in our Current Report on Form 8-K dated February 12, 2008 (File No. 000-49728).
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10.17**
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Embraer-190 Purchase Agreement DCT-025/2003, dated June 9, 2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K dated June 30, 2003 (File No. 000-49728).
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10.17(a)**
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Amendment No. 1 to Purchase Agreement DCT-025/2003, dated as of July 8, 2005, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-49728).
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10.17(b)**
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Amendment No. 2 to Purchase Agreement DCT-025/2003, dated as of January 5, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 000-49728).
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10.17(c)**
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Amendment No. 3 to Purchase Agreement DCT-025/2003, dated as of December 4, 2006, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.21(c) to our Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-49728).
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10.17(d)**
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Amendment No. 4 to Purchase Agreement DCT-025/2003, dated as of October 17, 2007, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(d) to our Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-49728).
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10.17(e)**
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Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-49728).
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10.17(f)**
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Amendment No. 6 to Purchase Agreement DCT-025/2003, dated as of February 17, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(f) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 000-49728).
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10.17(g)**
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Amendment No. 7 to Purchase Agreement DCT-025/2003, dated as of December 14, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(g) to our Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-49728).
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10.17(h)**
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Amendment No. 8 to Purchase Agreement DCT-025/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(h) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 000-49728).
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10.17(i)**
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Amendment No. 9 to Purchase Agreement DCT-025/2003, dated as of May 24, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(i) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 000-49728).
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10.17(j)**
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Amendment No. 10 to Purchase Agreement DCT-025/2003, dated as of September 10, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(j) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 000-49728).
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10.17(k)**
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Amendment No. 11 to Purchase Agreement DCT-025/2003, dated as of October 20, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(k) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.17(l)**
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Amendment No. 12 to Purchase Agreement DCT-025/2003, dated as of October 25, 2011, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(l) to our Annual Report on Form 10-K for the year ended December 31, 2011.
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10.17(m)**
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Amendment No. 13 to Purchase Agreement DCT-025/2003, dated as of July 20, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(m) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
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10.17(n)**
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Amendment No. 14 to Purchase Agreement DCT-025/2003, dated as of December 3, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(n) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.17(o)**
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Amendment No. 15 to Purchase Agreement DCT-025/2003, dated as of December 19, 2012, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(m) to our Annual Report on Form 10-K for the year ended December 31, 2012.
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10.17(p)**
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Amendment No. 16 to Purchase Agreement DCT-025/2003, dated as of January 31, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(p) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(q)**
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Amendment 17 to Purchase Agreement DCT-025/2003, dated as of May 14, 2013 between Embraer S.A. (formerly known as Embraer—Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(q) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(r)**
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Amendment 18 to Purchase Agreement DCT-025/2003, dated as of June 25, 2013 between Embraer S.A. (formerly known as Embraer—Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(r) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
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10.17(s)**
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Amendment No. 19 to Purchase Agreement DCT-025/2003, dated as of October 1, 2013 between Embraer S.A. (formerly known as Embraer—Empresa Brasileira de Aeronautica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(s) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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10.17(t)**
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Amendment No. 20 to Purchase Agreement DCT-025/2003, dated as of October 24, 2013 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.17(t) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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10.18**
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Letter Agreement DCT-026/2003, dated June 9, 2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K dated June 30, 2003 (File No. 000-49728).
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10.18(a)**
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Amendment No. 1, dated as of July 8, 2005, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-49728).
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10.18(b)**
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Amendment No. 2, dated as of January 5, 2006, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22(b) to our Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-49728).
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10.18(c)**
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Amendment No. 3, dated as of December 4, 2006, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.22( c) to our Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-49728).
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10.18(d)**
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Amendment No. 4, dated as of October 17, 2007, to Letter Agreement DCT-026/2003, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(d) to our Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-49728).
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10.18(e)**
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Amendment No. 5 to Letter Agreement DCT-026/2003, dated as of March 6, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-49728).
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10.18(f)**
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Amendment No. 6 to Letter Agreement DCT-026/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-49728).
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10.18(g)**
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Amendment No. 7 to Letter Agreement DCT-026/2003, dated as of February 17, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(g) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 000-49728).
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10.18(h)**
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Amendment No. 8 to Letter Agreement DCT-026/2003, dated as of December 14, 2009, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(h) to the Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-49728).
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10.18(i)**
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Amendment No. 9 to Letter Agreement DCT-026/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(i) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 000-49728).
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10.18(j)**
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Amendment No. 10 to Letter Agreement DCT - 026/2003, dated as of November 18, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(j) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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10.18(k)**
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Amendment No. 11 to Letter Agreement DCT-026/2003, dated as of October 24, 2013 between Embraer - Empresa Brasileira de Aeronáutica S.A. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.18(k) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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10.20
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Agreement of Lease (Port Authority Lease No. AYD-350), dated November 22, 2005, between The Port Authority of New York and New Jersey and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 000-49728).
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10.20(a)
|
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Supplement No. 3 to Agreement of Lease, dated July 1, 2012 between The Port Authority of New York and New Jersey and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.20(a) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
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10.21*
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Amended and Restated 2002 Stock Incentive Plan, dated November 7, 2007, and form of award agreement—incorporated by reference to Exhibit 10.21 to the Annual Report for Form 10-K for the year ended December 31, 2008 (File No. 000-49728).
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10.22*
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JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June 28, 2007—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated June 28, 2007 (File No. 000-49728).
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10.22(a)*
|
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JetBlue Airways Corporation Severance Plan, dated May 22, 2014—incorporated by reference to Exhibit 10.3 to our Current Report on Form 10-Q for the quarter ended June 30, 2014.
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10.23*
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Employment Agreement, dated February 11, 2008, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 000-49728).
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10.23(a)*
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Amendment to Employment Agreement, dated July 8, 2009, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(a) to our Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-49728).
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10.23(b)*
|
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Amendment no. 2 to Employment Agreement, dated December 21, 2010, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(b) to our Current Report on Form 8-K filed on December 22, 2010 (File No. 000-49728).
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10.23(c)*
|
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Amendment no. 3 to Employment Agreement, dated December [13], 2013, between JetBlue Airways Corporation and David Barger—incorporated by reference to Exhibit 10.23(c) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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10.25
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Share Lending Agreement, dated as of May 29, 2008 between JetBlue Airways Corporation and Morgan Stanley Capital Services, Inc.—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 30, 2008 (File No. 000-49728).
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10.26
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Pledge and Escrow Agreement (Series A Debentures) dated as of June 4, 2008 among JetBlue Airways Corporation, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Escrow Agent—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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10.27
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Pledge and Escrow Agreement (Series B Debentures) dated as of June 4, 2008 among JetBlue Airways Corporation, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Escrow Agent—incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 5, 2008 (File No. 000-49728).
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10.29
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Option Letter Agreement, dated as of June 3, 2009, between JetBlue Airways Corporation and Deutsche Lufthansa AG—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2009 (File No. 000-49728).
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10.30**
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Sublease by and between JetBlue Airways Corporation and Metropolitan Life Insurance Company—incorporated by reference to Exhibit 10.30 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 000-49728).
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10.31(a)*
|
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Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
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10.31(b)*
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JetBlue Airways Corporation 2011 Incentive Compensation Plan forms of award agreement—incorporated by reference to Exhibit 10.31(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
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10.31(c)*
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JetBlue Airways Corporation 2011 Incentive Compensation Plan form of Performance Share Unit Award Agreement—incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2013.
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10.31(d)*
|
|
JetBlue Airways Corporation 2011 Incentive Compensation Plan forms of amended award agreement—incorporated by reference to Exhibit 10.31(d) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.31(e)*
|
|
Form of Performance Share Unit Award Agreement as amended—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
|
|
|
|
10.31(f)*
|
|
Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan form of Restricted Stock Unit Award Agreement—incorporated by reference to Exhibit 10.2(a) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
|
|
|
|
10.31(g)*
|
|
Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan form of Deferred Stock Unit Award Agreement—incorporated by reference to Exhibit 10.2(b) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
|
|
|
|
10.31(h)*
|
|
Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan form of Performance Share Unit Agreement (2015)—incorporated by reference to Exhibit 10.2(c) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
|
|
|
|
10.33**
|
|
Airbus A320 Family Purchase Agreement, dated October 19, 2011, between Airbus S.A.S. and JetBlue Airways Corporation, including Letter Agreements 1-8, each dated as of same date—incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
10.33(a)**
|
|
Letter Agreement 9 to Airbus A320 Family Purchase Agreement, dated December 19, 2012, between Airbus S.A.S. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.33(a) to our Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.33(b)**
|
|
Amendment No. 1 to Airbus A320 Family Purchase Agreement, dated as of October 25, 2013, between Airbus S.A.S. and JetBlue Airways Corporation, including Amended and Restated Letter Agreements 1, 2, 3 and 6, each dated as of the same date—incorporated by reference to Exhibit 10.33(b) to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.33(c)**
|
|
Amendment No. 2 to Airbus A320 Family Purchase Agreement, dated as of November 19, 2014, between Airbus S.A.S. and JetBlue Airways Corporation, including Amended and Restated Letter Agreements 1 and 3, each dated as of the same date—incorporated by reference to Exhibit 10.33(c) to our Annual Report on Form 10-K for the year ended December 31, 2014.
|
|
|
|
10.34**
|
|
Letter Agreement dated as of July 23, 2015 between Airbus S.A.S. and JetBlue Airways Corporation—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
|
|
|
|
10.35*
|
|
JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan—incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
10.35(a)*
|
|
Amended and Restated JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
|
|
|
|
10.36
|
|
Credit and Guarantee Agreement dated as of April 23, 2013 among JetBlue Airways Corporation, as Borrower, The Subsidiaries of the Borrower Party Hereto, as Guarantors, The Lenders Party Hereto, and Citibank, N.A., as Administrative Agent—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.36(a)
|
|
First Amendment to the Credit and Guaranty Agreement, dated as of November 3, 2014, among JetBlue Airways Corporation, as Borrower, the subsidiaries of JetBlue party thereto from time to time, as guarantors, the lenders party thereto from time to time and Citibank, N.A., as administrative agent—incorporated by reference to Exhibit 10.36(a) to our Annual Report on Form-10-K for the year ended December 31, 2014.
|
|
|
|
10.37
|
|
Slot and Gate Security Agreement dated as of April 23, 2013 between JetBlue Airways Corporation, as Grantor, and Citibank, N.A., as Administrative Agent—incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.38**
|
|
Engine Services Agreement between JetBlue Airways Corporation and GE Engine Services, LLC, dated as of May 1, 2013—incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.38(a)**
|
|
Amendment No. 1 to Engine Services Agreement between JetBlue Airways Corporation and GE Engine Services, LLC, dated as of December 23, 2014—incorporated by reference to Exhibit 10.38(a) to our Annual Report on Form 10-K for the year ended December 31, 2014.
|
|
|
|
10.39*
|
|
JetBlue Airways Corporation Retirement Plan, amended and restated effective as of January 1, 2014—incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.40
|
|
JetBlue Airways Corporation Separation and General Release Agreement between JetBlue Airways Corporation and Robert Maruster, dated June 3, 2014—incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
10.41*
|
|
Employment Agreement, dated February 12, 2015, between JetBlue Airways Corporation and Robin Hayes—incorporated by reference to Exhibit 10.41 to our Annual Report on Form 10-K for the year ended December 31, 2014.
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
|
List of Subsidiaries.
|
|
|
|
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certifications, furnished herewith.
|
|
|
|
99.2
|
|
Letter of Approval from the City of Long Beach Department of Public Works, dated May 22, 2001, approving City Council Resolution C-27843 regarding Flight Slot Allocation at Long Beach Municipal Airport—incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Compensatory plans in which the directors and executive officers of JetBlue participate.
|
**
|
Pursuant to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted.
|
***
|
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been provided separately to the Securities and Exchange Commission pursuant to a Confidential Treatment Request filed with the Commission.
|
(1)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.4 to our Current Report on Form 8-K dated March 24, 2004 (which exhibit relates to formation of JetBlue Airways Pass Through Trust, Series 2004-1G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-1G-1-O, Pass Through Certificates) have been entered into with respect to formation of each of JetBlue Airways Pass Through Trusts, Series 2004-1G-2-O and Series 2004-1C-O and the issuance of each of Three-Month LIBOR plus 0.420% JetBlue Airways Pass Through Trust, Series 2004-1G-2-O and Three-Month LIBOR plus 4.250% JetBlue Airways Pass Through Trust, Series 2004-1C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1, incorporated by reference to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728), sets forth the terms by which such substantially identical documents differ from Exhibit 4.7(c).
|
(2)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.14 our Current Report on Form 8-K dated March 24, 2004 (which exhibit relates to an above-cap liquidity facility provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O) have been entered into with respect to the above-cap liquidity facilities provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-1C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.2, incorporated by reference to our Current Report on Form 8-K dated March 24, 2004 (File No. 000-49728), sets forth the terms by which such substantially identical documents differ from Exhibit 4.7(m).
|
(3)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.4 to our Current Report on Form 8-K dated November 9, 2004 (which exhibit relates to formation of JetBlue Airways Pass Through Trust, Series 2004-2G-1-O and the issuance of Three-Month LIBOR plus 0.375% JetBlue Airways Pass Through Trust, Series 2004-2G-1-O, Pass Through Certificates) have been entered into with respect to formation of each of the JetBlue Airways Pass Through Trusts, Series 2004-2G-2-O and Series 2004-2C-O and the issuance of each of Three-Month LIBOR plus 0.450% JetBlue Airways Pass Through Trust, Series 2004-2G-2-O and Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Trust, Series 2004-2C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1, incorporated by reference to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728), sets forth the terms by which such substantially identical documents differ from Exhibit 4.8(c).
|
(4)
|
Documents substantially identical in all material respects to the document filed as Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004 (which exhibit relates to an above-cap liquidity facility provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O) have been entered into with respect to the above-cap liquidity facilities provided on behalf of the JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-2C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.2, incorporated by reference to our Current Report on Form 8-K dated November 9, 2004 (File No. 000-49728), sets forth the terms by which such substantially identical documents differ from Exhibit 4.8(m).
|
|
|
Balance at
beginning of
period
|
|
Additions Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance at
end of
period
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
6
|
|
|
$
|
4
|
|
|
$
|
4
|
|
(1)
|
$
|
6
|
|
|
Allowance for obsolete inventory parts
|
|
8
|
|
|
2
|
|
|
—
|
|
(2)
|
10
|
|
||||
Total
|
|
$
|
14
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
16
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
3
|
|
(1)
|
$
|
6
|
|
Allowance for obsolete inventory parts
|
|
6
|
|
|
2
|
|
|
—
|
|
(2)
|
8
|
|
||||
Valuation allowance for deferred tax assets
|
|
20
|
|
|
—
|
|
|
20
|
|
(3)
|
—
|
|
||||
Total
|
|
$
|
32
|
|
|
$
|
5
|
|
|
$
|
23
|
|
|
$
|
14
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
4
|
|
(1)
|
$
|
6
|
|
Allowance for obsolete inventory parts
|
|
5
|
|
|
1
|
|
|
—
|
|
(2)
|
6
|
|
||||
Valuation allowance for deferred tax assets
|
|
20
|
|
|
—
|
|
|
—
|
|
(3)
|
20
|
|
||||
Total
|
|
$
|
32
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
32
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
(2)
|
Inventory scrapped.
|
(3)
|
Attributable to recognition and write-off of deferred tax assets.
|
A.
|
JetBlue and IAE entered into the original GTA on May 4, 1999 and all subsequent Side Letters and Amendments for the purpose of supplying A320 Aircraft powered by V2527-A5 engines and A321 Aircraft powered by V2533-A5 engines; and
|
B.
|
JetBlue and IAE agreed to purchase, at a minimum, a spare engine ratio of [***] in accordance with the GTA and in Side Letters: 2, 13, 17 and 24.
|
1.
|
GTA, Section 2.2.3, Agreement to Purchase, the language below is hereby deleted from Section 2.2.3, of the GTA in its entirety:
|
2.
|
Side Letter 2, Section 2, the language below is hereby deleted from Section 2 of Side Letter 2 in its entirety:
|
3.
|
Side Letter 13, Section 5, the language below is hereby deleted from Section 5 of Side Letter 13 in its entirety:
|
4.
|
Side Letter 17, Section 5, the language below is hereby deleted from Section 5 of Side Letter 17 in its entirety.
|
5.
|
Side Letter 24, Section 6 is hereby deleted in its entirety.
|
|
|
Year Ended
December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes (a)
|
|
$
|
1,097
|
|
|
$
|
623
|
|
|
$
|
279
|
|
|
$
|
209
|
|
|
$
|
145
|
|
Less: Capitalized interest
|
|
(8
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
232
|
|
|
237
|
|
|
255
|
|
|
270
|
|
|
273
|
|
|||||
Amortization of capitalized interest
|
|
4
|
|
|
4
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|||||
Adjusted earnings
|
|
$
|
1,325
|
|
|
$
|
850
|
|
|
$
|
524
|
|
|
$
|
473
|
|
|
$
|
415
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
123
|
|
|
$
|
142
|
|
|
$
|
154
|
|
|
$
|
167
|
|
|
$
|
171
|
|
Amortization of debt costs
|
|
5
|
|
|
6
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|||||
Rent expense representative of interest
|
|
104
|
|
|
89
|
|
|
93
|
|
|
94
|
|
|
94
|
|
|||||
Total fixed charges
|
|
$
|
232
|
|
|
$
|
237
|
|
|
$
|
255
|
|
|
$
|
270
|
|
|
$
|
273
|
|
Ratio of earnings to fixed charges (a)
|
|
5.71
|
|
|
3.59
|
|
|
2.05
|
|
|
1.75
|
|
|
1.52
|
|
(a)
|
Excluding the $241 million gain on the sale of LiveTV in 2014 would result in a ratio of earnings to fixed charges of 2.57.
|
(1)
|
Registration Statement (Form S-8 No. 333-86444) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-129238) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-161565) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-174947) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan,
|
(5)
|
Registration Statement (Form S-3 ASR No. 333-207768) of JetBlue Airways Corporation, and
|
(6)
|
Registration Statement (Form S-3 ASR No. 333-202143) of JetBlue Airways Corporation; and
|
(7)
|
Registration Statement (Form S-8 No. 333-207242) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan
|
1.
|
I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 17, 2016
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 17, 2016
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
Chief Financial Officer
|
Date:
|
February 17, 2016
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
February 17, 2016
|
|
By:
|
/s/ MARK D. POWERS
|
|
|
|
|
|
Chief Financial Officer
|
|