JETBLUE AIRWAYS CORP (Form: 10-Q, Received: 04/28/2017 15:48:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 10-Q


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-49728

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		87-0617894
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)
27-01 Queens Plaza North, Long Island City, New York		11101
(Address of principal executive offices)		(Zip Code)

(718) 286-7900

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o		(Do not check if a smaller reporting company)
		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of March 31, 2017 , there were 333,673,598 shares outstanding of the registrant’s common stock, par value $.01.

Table of Contents

JETBLUE AIRWAYS CORPORATION

FORM 10-Q

INDEX



	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets - March 31, 2017 and December 31, 2016	3
Consolidated Statements of Operations - Three Months Ended March 31, 2017 and 2016	5
Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2017 and 2016	6
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2017 and 2016	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6. Exhibits	27

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PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JETBLUE AIRWAYS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in millions, except per share data)

	March 31, 2017		December 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	438	$	433
Investment securities	608		538
Receivables, less allowance (2017-$3; 2016-$5)	169		172
Prepaid expenses and other	254		260
Total current assets	1,469		1,403
PROPERTY AND EQUIPMENT
Flight equipment	8,115		7,868
Predelivery deposits for flight equipment	236		223
Total flight equipment and predelivery deposits, gross	8,351		8,091
Less accumulated depreciation	1,896		1,823
Total flight equipment and predelivery deposits, net	6,455		6,268
Other property and equipment	992		972
Less accumulated depreciation	360		345
Total other property and equipment, net	632		627
Assets constructed for others	561		561
Less accumulated depreciation	190		185
Total assets constructed for others, net	371		376
Total property and equipment	7,458		7,271
OTHER ASSETS
Investment securities	—		90
Restricted cash	61		62
Other	485		497
Total other assets	546		649
TOTAL ASSETS	$	9,473	$	9,323

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in millions, except per share data)

	March 31, 2017			December 31, 2016
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	270		$	242
Air traffic liability	1,335			1,120
Accrued salaries, wages and benefits	256			342
Other accrued liabilities	364			321
Current maturities of long-term debt and capital leases	197			189
Total current liabilities	2,422			2,214
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS	1,140			1,195
CONSTRUCTION OBLIGATION	453			457
DEFERRED TAXES AND OTHER LIABILITIES
Deferred income taxes	1,379			1,354
Other	87			90
Total deferred taxes and other liabilities	1,466			1,444
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value; 25 shares authorized, none issued	—			—
Common stock, $0.01 par value; 900 shares authorized, 416 and 414 shares issued and 334 and 337 shares outstanding at March 31, 2017 and December 31, 2016, respectively	4			4
Treasury stock, at cost; 82 and 77 shares at March 31, 2017 and December 31, 2016, respectively	(590		)	(500		)
Additional paid-in capital	2,041			2,050
Retained earnings	2,532			2,446
Accumulated other comprehensive income	5			13
Total stockholders’ equity	3,992			4,013
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,473		$	9,323

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions, except per share amounts)



	Three Months Ended March 31,
	2017			2016
OPERATING REVENUES
Passenger	$	1,451		$	1,478
Other	153			138
Total operating revenues	1,604			1,616
OPERATING EXPENSES
Aircraft fuel and related taxes	323			215
Salaries, wages and benefits	466			435
Landing fees and other rents	95			85
Depreciation and amortization	105			91
Aircraft rent	26			28
Sales and marketing	60			64
Maintenance materials and repairs	152			135
Other operating expenses	230			214
Total operating expenses	1,457			1,267
OPERATING INCOME	147			349
OTHER INCOME (EXPENSE)
Interest expense	(25		)	(29		)
Capitalized interest	2			2
Interest income and other	2			1
Total other income (expense)	(21		)	(26		)
INCOME BEFORE TAXES	126			323
Income tax expense	41			116
NET INCOME	$	85		$	207

EARNINGS PER COMMON SHARE:
Basic	$	0.25		$	0.64
Diluted	$	0.25		$	0.61

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in millions)



	Three Months Ended March 31,
	2017			2016
NET INCOME	$	85		$	207
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $(5) and $0 of taxes in 2017 and 2016, respectively)	(8		)	—
Total other comprehensive loss	(8		)	—
COMPREHENSIVE INCOME	$	77		$	207

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in millions)

	Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	85		$	207
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	30			57
Depreciation	90			79
Amortization	15			12
Stock-based compensation	9			7
Changes in certain operating assets and liabilities	202			222
Other, net	1			1
Net cash provided by operating activities	432			585
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(245		)	(143		)
Predelivery deposits for flight equipment	(40		)	(23		)
Purchase of held-to-maturity investments	(63		)	—
Proceeds from the maturities of held-to-maturity investments	43			144
Purchase of available-for-sale securities	(105		)	(118		)
Proceeds from the sale of available-for-sale securities	145			50
Other, net	(2		)	—
Net cash used in investing activities	(267		)	(90		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	2			2
Repayment of long-term debt and capital lease obligations	(49		)	(51		)
Acquisition of Treasury Stock	(109		)	(13		)
Other, net	(4		)	6
Net cash used in financing activities	(160		)	(56		)
INCREASE IN CASH AND CASH EQUIVALENTS	5			439
Cash and cash equivalents at beginning of period	433			318
Cash and cash equivalents at end of period	$	438		$	757

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Summary of Significant Accounting Policies

Basis of Presentation

JetBlue Airways Corporation, or JetBlue, provides air transportation services across the United States, the Caribbean and Latin America. Our condensed consolidated financial statements include the accounts of JetBlue and our subsidiaries which are collectively referred to as “we” or the “Company.” All majority-owned subsidiaries are consolidated on a line by line basis, with all intercompany transactions and balances being eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2016 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 .

These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC. In our opinion they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the U.S., or GAAP, have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for other interim periods or the entire fiscal year.

Investment securities

Investment securities consist of available-for-sale investment securities and held-to-maturity investment securities. We use a specific identification method to determine the cost of the securities when they are sold.

Held-to-maturity investment securities. The contractual maturities of the corporate bonds we held as of March 31, 2017 were not greater than 24 months. We did not record any significant gains or losses on these securities during the three months ended March 31, 2017 or 2016 . The estimated fair value of these investments approximated their carrying value as of March 31, 2017 and December 31, 2016 , respectively.

The carrying values of investment securities consisted of the following at March 31, 2017 and December 31, 2016 (in millions):



	March 31, 2017		December 31, 2016
Available-for-sale securities
Time deposits	$	160	$	160
Commercial paper	95		60
Treasury bills	40		115
Total available-for-sale securities	295		335
Held-to-maturity securities
Treasury notes	$	241	$	283
Corporate bonds	72		10
Total held-to-maturity securities	313		293
Total investment securities	$	608	$	628

Recent Accounting Pronouncements

During the first quarter of 2017, we adopted Accounting Standards Update, or ASU, 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes topic of the FASB Codification, or Codification. This standard requires all deferred tax assets and liabilities to be classified as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. In addition, valuation allowance allocations between current and non-current deferred tax assets are no longer required because those allowances also will be classified as non-current. Our condensed consolidated balance sheet as of December 31, 2016 reflects retrospective application. As a result of the adoption, $9 million of deferred tax liabilities previously included within other accrued liabilities and $164 million of deferred tax assets previously included within current assets have been moved to long-term liabilities on our December 31, 2016 balance sheet.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, a lessee will recognize liabilities for lease payments and right-of-use assets representing its right to use the underlying asset for the lease term. While we are still evaluating the full impact of adopting the amendments on our consolidated financial statements and disclosures, we have determined that it will impact our accounting for aircraft and other leases. The amendments are effective for fiscal years beginning after December 15, 2018 and includes interim periods within those fiscal years. Early adoption is permitted, and companies are required to use a modified retrospective approach at the earliest period presented.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash . The amendments clarified how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017 and includes interim periods within those years. Early adoption is permitted.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . The amendments apply to several aspects of accounting for stock-based compensation including the recognition of excess tax benefits and deficiencies and their related presentation in the statement of cash flows as well as accounting for forfeitures. We early adopted, as permitted, this standard during the fourth quarter of 2016. The adoption of this standard resulted in the recognition of $8 million of previously unrecognized excess tax benefits in deferred tax assets and an increase to retained earnings on our consolidated balance sheet as of the beginning of 2016, and the recognition of $8 million of excess tax benefits to the income tax provision for the year ended December 31, 2016. Excess tax benefits for share-based payments are now included in net operating cash flows rather than net financing cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers topic of the Codification, which supersedes existing revenue recognition guidance. Under the new standard, a company will recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. The standard allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year to interim and annual reporting periods beginning after December 15, 2017 and permitted early adoption of the standard, but not prior to December 15, 2016.

While we are evaluating the full impact of the new standard on our consolidated financial statements, we have determined that it will impact our loyalty program accounting. JetBlue will no longer be allowed to use the incremental cost method when recording the financial impact of TrueBlue® points earned on qualifying JetBlue purchases. We will be required to re-value our liability with a relative fair value approach, which is anticipated to significantly increase the related liability. In addition the standard will likely result in a change in the timing and classification of our revenue recognition for certain ancillary fees directly related to passenger revenue tickets, as these services are no longer likely to be considered distinct performance obligations. Fees associated with these services are likely to be recognized as of the date of travel, not when assessed to the customer, and classified as passenger revenue.

JetBlue currently anticipates adopting the new standard effective January 1, 2018 using the full retrospective method, however, this decision is not final and is subject to the completion of our analysis of the standard. We will continue our evaluation of ASU 2014-09 through the date of adoption.

Note 2—Long Term Debt, Short Term Borrowings, and Capital Lease Obligations

During the three months ended March 31, 2017 , we made scheduled principal payments of $49 million on our outstanding long-term debt and capital lease obligations.

We have pledged aircraft, engines, other equipment and facilities with a net book value of $3.6 billion at March 31, 2017 as security under various loan agreements. As of March 31, 2017 , we owned, free of encumbrance, 73 Airbus A320 aircraft, 30 Airbus A321 aircraft and 32 spare engines. At March 31, 2017 , scheduled maturities of all of our long-term debt and capital lease obligations were $138 million for the remainder of 2017, $193 million in 2018 , $215 million in 2019 , $179 million in 2020 , $164 million in 2021 and $448 million thereafter.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The carrying amounts and estimated fair values of our long-term debt (excluding capital lease obligation) at March 31, 2017 and December 31, 2016 were as follows (in millions):



	March 31, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Public Debt
Fixed rate special facility bonds, due through 2036	43		45		43		45
Non-Public Debt
Fixed rate enhanced equipment notes, due through 2023	$	182	$	188	$	189	$	197
Floating rate equipment notes, due through 2025	168		172		173		179
Fixed rate equipment notes, due through 2026	820		877		850		915
Total ⁽¹⁾	$	1,213	$	1,282	$	1,255	$	1,336

(1) Total excludes capital lease obligations of $134 million for March 31, 2017 and $140 million for December 31, 2016, and deferred financing costs of $10 million for March 31, 2017 and $11 million for December 31, 2016.

The estimated fair values of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair values of our special facility bonds were based on quoted market prices in markets with low trading volumes. The fair value of our non-public debt was estimated using a discounted cash flow analysis based on our borrowing rates for instruments with similar terms and therefore classified as Level 3 in the fair value hierarchy. The fair values of our other financial instruments approximate their carrying values. Refer to Note 7 for an explanation of the fair value hierarchy structure.

We have financed certain aircraft with Enhanced Equipment Trust Certificates (EETCs) as one of the benefits of this structure is being able to finance several aircraft at one time, rather than individually. The structure of EETC financing is that we create pass-through trusts in order to issue pass-through certificates. The proceeds from the issuance of these certificates are then used to purchase equipment notes which are issued by us and are secured by our aircraft. These trusts meet the definition of a variable interest entity, or VIE, as defined in the Consolidations topic of the Codification, and must be considered for consolidation in our condensed consolidated financial statements. Our assessment of our EETCs considers both quantitative and qualitative factors including the purpose for which these trusts were established and the nature of the risks in each. The main purpose of the trust structure is to enhance the credit worthiness of our debt obligation through certain bankruptcy protection provisions, liquidity facilities and lower our total borrowing cost. We concluded that we are not the primary beneficiary in these trusts because our involvement in them is limited to principal and interest payments on the related notes, the trusts were not set up to pass along variability created by credit risk to us and the likelihood of our defaulting on the notes. Therefore, we have not consolidated these trusts in our condensed consolidated financial statements.

Short-term Borrowings

Citibank Line of Credit

As of March 31, 2017 we had a revolving Credit and Guaranty Agreement with Citibank, N.A. as the administrative agent for up to approximately $400 million . The term of the facility ran through April 2018. Borrowings under the Credit and Guaranty Agreement bear interest at a variable rate equal to LIBOR, plus a margin . The Credit and Guaranty Agreement is secured by Slots at JFK, LaGuardia and Reagan National Airport as well as certain other assets. The Credit and Guaranty Agreement includes covenants that require us to maintain certain minimum balances in unrestricted cash, cash equivalents, and unused commitments available under all revolving credit facilities. In addition, the covenants restrict our ability to incur additional indebtedness, issue preferred stock or pay dividends. As of and for the periods ended March 31, 2017 and December 31, 2016 , we did not have a balance outstanding or borrowings under this line of credit.

During April 2017, we amended our Credit and Guaranty Agreement with Citibank, N.A. and among other things we increased our borrowing capacity by $25 million to $425 million , and extended the maturity date to April 2021.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3—Earnings Per Share

The following table shows how we computed basic and diluted earnings per common share (in millions):



	Three Months Ended March 31,
	2017		2016
Numerator:
Net Income ⁽¹⁾	$	85	$	207
Effect of dilutive securities:
Interest on convertible debt, net of income taxes and profit sharing	—		1
Net income applicable to common stockholders after assumed conversions for diluted earnings per share	$	85	$	208

Denominator:
Weighted average shares outstanding	336.3		321.6
Effect of dilutive securities:
Employee stock options, restricted stock units and stock purchase plan ⁽¹⁾	1.9		2.5
Convertible debt	—		17.6
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share	338.2		341.7

(1) As discussed in Note 1, we early adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting during the fourth quarter of 2016. The adoption of this standard resulted in the recognition of $8 million of excess tax benefits to the income tax provision for the year ended December 31, 2016 . Net income and shares outstanding data for the three months ended March 31, 2016 are presented as if the ASU was adopted at the beginning of 2016.

We have no convertible debt outstanding as of March 31, 2017 . During the three months ended March 31, 2016 there were no shares excluded from earnings per share upon assumed conversion of our convertible debt.

On March 6, 2017, JetBlue entered into an accelerated share repurchase, or ASR, agreement with Barclays Bank PLC, paying $100 million for an initial delivery of approximately 4.1 million shares. The term of the ASR concluded on April 24, 2017 with Barclays Bank PLC delivering approximately 0.8 million million additional shares to JetBlue on April 27, 2017. A total of 4.9 million million shares, at an average price of $20.23 per share, were repurchased under the agreement. The total number of shares repurchased by JetBlue was based on the volume weighted average price of JetBlue's common stock during the term of the ASR agreement.

On April 27, 2017, JetBlue entered into an ASR agreement with Goldman, Sachs & Co. ("GS&Co."), paying $150 million for an initial delivery of approximately 5.4 million shares. The term of the ASR is expected to be completed by the end of third quarter 2017. The total number of shares to ultimately be repurchased by JetBlue will be based on the volume weighted average price of JetBlue's common stock during the term of the ASR agreement, less a discount.

Note 4—Crewmember Retirement Plan and Profit Sharing

We sponsor a retirement savings 401(k) defined contribution plan, or the Plan, covering all of our employees, who we refer to as Crewmembers, where we match 100% of our Crewmembers' contributions up to 5% of their eligible wages. The contributions vest over five years and are measured from a Crewmember's hire date. Crewmembers are immediately vested in their voluntary contributions.

Another component of the Plan is a Company discretionary contribution of 5% of eligible non-management Crewmember compensation, which we refer to as Retirement Plus. Retirement Plus contributions vest over three years and are measured from a Crewmember's hire date.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

For years of service prior to 2017 , our non-management Crewmembers were also eligible to receive profit sharing, calculated as 15% of adjusted pre-tax income before profit sharing and special items with the result reduced by Retirement Plus contributions. Eligible non-management Crewmembers may elect to have their profit sharing contributed directly to the Plan. Beginning with 2017 , non-management Crewmembers are eligible to receive profit sharing, calculated as 10% of adjusted pre-tax income before profit sharing and special items up to a pre-tax margin of 18% with the result reduced by Retirement Plus contributions. If JetBlue's resulting pre-tax margin exceeds 18% , non-management Crewmembers will receive 20% profit sharing above an 18% pre-tax margin.

Certain Federal Aviation Administration, or FAA-licensed Crewmembers, receive an additional contribution of 3% of eligible compensation, which we refer to as Retirement Advantage. Total 401(k) company match, Retirement Plus, profit sharing and Retirement Advantage expensed for the three months ended March 31, 2017 and 2016 was $42 million and $81 million , respectively.

Note 5—Commitments and Contingencies

Flight Equipment Commitments

As of March 31, 2017 , our firm aircraft orders consisted of 23 Airbus A321 aircraft, 25 Airbus A320 new engine option (A320neo) aircraft, 60 Airbus A321neo aircraft, 24 Embraer E190 aircraft and 10 spare engines scheduled for delivery through 2023 . Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately $894 million for the remainder of 2017 , $839 million in 2018 , $1.2 billion in 2019 , $1.6 billion in 2020 , $1.4 billion in 2121 and $2.0 billion thereafter. We amended our purchase agreement with Airbus during April 2017 which changed the timing of our Airbus A321 and Airbus A321neo deliveries. These committed expenditures are as of March 31, 2017 and do not reflect aircraft deferrals executed after quarter end. We are scheduled to receive 12 new Airbus A321 aircraft during the remainder of 2017.

Other Commitments

As part of the 2014 sale of LiveTV, LLC, or LiveTV, formerly a wholly owned subsidiary of JetBlue, a $3 million liability relating to Airfone, a former subsidiary of LiveTV, was assigned to JetBlue under the purchase agreement. Separately, prior to the sale of LiveTV, JetBlue had an agreement with ViaSat Inc. through 2020 relating to in-flight broadband connectivity technology on our aircraft. That agreement stipulated a $20 million minimum commitment for the connectivity service and a $25 million minimum commitment for the related hardware and software purchases. As part of the sale of LiveTV, these commitments to ViaSat Inc. were assigned to LiveTV and JetBlue entered into two new service agreements with LiveTV pursuant to which LiveTV will provide in-flight entertainment and connectivity services to JetBlue for a minimum of seven years.

As of March 31, 2017 , we had approximately $29 million in assets serving as collateral for letters of credit relating to a certain number of our leases. These are included in restricted cash and expire at the end of the related lease terms. Additionally, we had approximately $27 million pledged related to our workers compensation insurance policies and other business partner agreements which will expire according to the terms of the related policies or agreements.

Legal Matters

Occasionally we are involved in various claims, lawsuits, regulatory examinations, investigations and other legal matters arising, for the most part, in the ordinary course of business. The outcome of litigation and other legal matters is always uncertain. The Company believes it has valid defenses to the legal matters currently pending against it, is defending itself vigorously and has recorded accruals determined in accordance with GAAP, where appropriate. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity or financial condition.

To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on our operations or financial condition. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by, or in excess of, our insurance coverage could materially adversely affect our financial condition or results of operations.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6—Financial Derivative Instruments and Risk Management

As part of our risk management techniques, we periodically purchase over the counter energy derivative instruments and enter into fixed forward price agreements, or FFPs, to manage our exposure to the effect of changes in the price of aircraft fuel. Prices for the underlying commodities have historically been highly correlated to aircraft fuel, making derivatives of them effective at providing short-term protection against sharp increases in average fuel prices. We also periodically enter into jet fuel basis swaps for the differential between heating oil and jet fuel, to further limit the variability in fuel prices at various locations.

In the past, we have periodically entered into interest rate swaps to manage the variability of the cash flows associated with our variable rate debt. We do not hold or issue any derivative financial instruments for trading purposes.

Aircraft fuel derivatives

We attempt to obtain cash flow hedge accounting treatment for each aircraft fuel derivative that we enter into. This treatment is provided for under the Derivatives and Hedging topic of the Codification which allows for gains and losses on the effective portion of qualifying hedges to be deferred until the underlying planned jet fuel consumption occurs, rather than recognizing the gains and losses on these instruments into earnings during each period they are outstanding. The effective portion of realized aircraft fuel hedging derivative gains and losses is recognized in aircraft fuel expense in the period during which the underlying fuel is consumed.

Ineffectiveness occurs, in certain circumstances, when the change in the total fair value of the derivative instrument differs from the change in the value of our expected future cash outlays for the purchase of aircraft fuel. Ineffectiveness is recognized immediately in interest income and other. If a hedge does not qualify for hedge accounting, the periodic changes in its fair value are also recognized in interest income and other. When aircraft fuel is consumed and the related derivative contract settles, any gain or loss previously recorded in other comprehensive income is recognized in aircraft fuel expense. All cash flows related to our fuel hedging derivatives are classified as operating cash flows.

Our current approach to fuel hedging is to enter into hedges on a discretionary basis without a specific target of hedge percentage needs. We view our hedge portfolio as a form of insurance to help mitigate the impact of price volatility and protect us against severe spikes in oil prices, when possible.

The following table illustrates the approximate hedged percentages of our projected fuel usage by quarter as of March 31, 2017 related to our outstanding fuel hedging contracts that were designated as cash flow hedges for accounting purposes.



	Jet fuel swap agreements		Jet fuel collar agreements		Heating oil collar agreements		Total
Second Quarter 2017	10	%	—	%	—	%	10	%
Third Quarter 2017	10	%	—	%	—	%	10	%
Fourth Quarter 2017	10	%	—	%	—	%	10	%

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The table below reflects quantitative information related to our derivative instruments and where these amounts are recorded in our financial statements (dollar amounts in millions):



	March 31, 2017			December 31, 2016
Fuel derivatives
Asset fair value recorded in prepaid expense and other ⁽¹⁾	$	9		$	22
Longest remaining term (months)	9			12
Hedged volume (barrels, in thousands)	1,440			1,920
Estimated amount of existing (gains) expected to be reclassified into earnings in the next 12 months	(8		)	(22		)



	Three Months Ended March 31,
	2017			2016
Fuel derivatives
Hedge effectiveness (gains) recognized in aircraft fuel expense	$	(3	)	$	—
(Gains) losses on derivatives not qualifying for hedge accounting recognized in other expense	—			—
Hedge losses on derivatives recognized in comprehensive income	10			—
Percentage of actual consumption economically hedged	11		%	—		%

(1) Gross asset of each contract prior to consideration of offsetting positions with each counterparty and prior to the impact of collateral paid.

Any outstanding derivative instrument exposes us to credit loss in connection with our fuel contracts in the event of nonperformance by the counterparties to our agreements, but we do not expect that any of our counterparties will fail to meet their obligations. The amount of such credit exposure is generally the fair value of our outstanding contracts for which we are in a receivable position. To manage credit risks we select counterparties based on credit assessments, limit our overall exposure to any single counterparty and monitor the market position with each counterparty. Some of our agreements require cash deposits from either JetBlue or our counterparty if market risk exposure exceeds a specified threshold amount.

We have master netting arrangements with our counterparties allowing us the right of offset to mitigate credit risk in derivative transactions. The financial derivative instrument agreements we have with our counterparties may require us to fund all, or a portion of, outstanding loss positions related to these contracts prior to their scheduled maturities. The amount of collateral posted, if any, is periodically adjusted based on the fair value of the hedge contracts. Our policy is to offset the liabilities represented by these contracts with any cash collateral paid to the counterparties.

The impact of offsetting derivative instruments is depicted below (in millions):



	Gross Amount of Recognized				Gross Amount of Cash Collateral		Net Amount Presented on Balance Sheet
	Assets		Liabilities		Offset		Assets		Liabilities
Fuel derivatives
As of March 31, 2017	$	9	$	—	$	—	$	9	$	—
As of December 31, 2016	$	22	$	—	$	—	$	22	$	—

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 7—Fair Value

Under the Fair Value Measurements and Disclosures topic of the Codification, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows:

Level 1 quoted prices in active markets for identical assets or liabilities;

Level 2 quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3 unobservable inputs for the asset or liability, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is a listing of our assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of March 31, 2017 and December 31, 2016 (in millions):



	March 31, 2017
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	292	$	—	$	—	$	292
Available-for-sale investment securities	40		255		—		295
Aircraft fuel derivatives	—		9		—		9



	December 31, 2016
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	313	$	—	$	—	$	313
Available-for-sale investment securities	115		220		—		335
Aircraft fuel derivatives	—		22		—		22

Refer to Note 2 for fair value information related to our outstanding debt obligations as of March 31, 2017 and December 31, 2016 .

Cash equivalents

Our cash equivalents include money market securities and commercial paper which are readily convertible into cash, have maturities of 90 days or less when purchased and are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

Available-for-sale investment securities

Included in our available-for-sale investment securities are U.S. treasury bills, time deposits and commercial paper with maturities greater than 90 days but less than one year. The U.S. treasury bills are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. The fair values of our time deposits and commercial paper instruments are based on observable inputs in non-active markets and are therefore classified as Level 2 in the hierarchy. We did not record any significant gains or losses on these securities during the three months ended March 31, 2017 and 2016 .

Aircraft fuel derivatives

Our aircraft fuel derivatives include swaps, collars, and basis swaps which are not traded on public exchanges. Heating oil and jet fuel are the products underlying these hedge contracts as they are highly correlated with the price of jet fuel. Their fair values are determined using a market approach based on inputs that are readily available from public markets for commodities and energy trading activities. Therefore, they are classified as Level 2 in the hierarchy. The data inputs are combined into quantitative models and processes to generate forward curves and volatilities related to the specific terms of the underlying hedge contracts.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 8—Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes changes in fair value of our aircraft fuel derivatives and interest rate swap agreements, which qualify for hedge accounting. A rollforward of the amounts included in the accumulated other comprehensive income (loss), net of taxes for the three months ended March 31, 2017 and March 31, 2016 are as follows (in millions):



	Aircraft Fuel Derivatives ⁽¹⁾			Interest Rate Swaps ⁽²⁾		Total
Balance of accumulated income at December 31, 2016	$	13		$	—	$	13
Reclassifications into earnings (net of $(1) of taxes)	(2		)	—		(2		)
Change in fair value (net of $(4) of taxes)	(6		)	—		(6		)
Balance of accumulated income at March 31, 2017	$	5		$	—	$	5

Balance of accumulated (losses) income at December 31, 2015	$	(4	)	$	1	$	(3	)
Reclassifications into earnings (net of $0 of taxes)	—			—		—
Change in fair value (net of $0 of taxes)	—			—		—
Balance of accumulated (losses) income at March 31, 2016	$	(4	)	$	1	$	(3	)

(1) Reclassified to aircraft fuel expense

(2) Reclassified to interest expense

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

First Quarter 2017 Results


•	We had a $12 million decrease in revenue compared to the first quarter of 2016 due primarily to a 7.8% decrease in average fare, partially offset by a 4.2% increase in capacity.


•	We generated $432 million in cash from operations for the three months ended March 31, 2017 .


•	Our operating margin decrease d by 12.4 points to 9.2% , due in part to higher fuel prices.


•	Our earnings per diluted share were $0.25 .


•	Operating expense per available seat mile increase d by 10.3% to 10.73 cent s, primarily due to a significant increase in aircraft fuel expenses. Operating expenses excluding fuel and related taxes, and operating expenses related to other non-airline expenses, or “operating expenses excluding fuel,” our cost per available seat mile ⁽¹⁾ increased 3.3% .


•	Operating income of $147 million decrease d $202 million from the comparable period in 2016. This decrease was principally driven by an increase in aircraft fuel expenses and lower passenger revenue.

Balance Sheet

We ended the first quarter of 2017 with unrestricted cash, cash equivalents and short-term investments of $1.0 billion and undrawn lines of credit of approximately $600 million. During April 2017, we amended our Credit and Guaranty Agreement with Citibank, N.A. and among other things we increased our borrowing capacity by $25 million to $425 million, and extended the maturity date to April 2021.

Our unrestricted cash, cash equivalents and short-term investments is approximately 16% of trailing twelve months revenue. We increased the number of unencumbered aircraft by six during the quarter by using cash on hand to pay for our three deliveries, executing lease buyouts on two aircraft and through scheduled payments of principal balances on one aircraft. We have 103 unencumbered aircraft and 32 unencumbered spare engines as of March 31, 2017 .

Network

During the first quarter of 2017, we launched service to Atlanta, our 101 ^st BlueCity, and it is our 63 ^rd nonstop destination from our Boston Focus City where we are the largest carrier. The addition of nonstop Atlanta service, which was the most requested destination by Boston travelers, is part of our plan to reach 200 daily flights at Boston in the coming years. Customers in both cities will benefit from convenient, five times daily service between Boston and Atlanta.

With the success of our existing Mint™ routes, we announced additional Boston Mint™ service to San Francisco, beginning in the third quarter of 2017, to San Diego, beginning in the fourth quarter of 2017, and seasonal Mint™ service to St. Maarten, beginning in the fourth quarter of 2017. We also plan to provide year-round Mint™ service from New York to Las Vegas, starting in the fourth quarter of 2017, and San Diego, starting in the third quarter of 2017. During the first quarter of 2017, we launched our Mint™ service between Fort Lauderdale and Los Angeles, and we expect to start Mint™ service between Fort Lauderdale and San Francisco during the second quarter of 2017.

We plan to continue to invest in our Fort Lauderdale Focus City by expanding to new markets and through Mint™ service.

As part of our ongoing network initiatives and route optimization efforts, we continued to make schedule and frequency adjustments throughout the first quarter of 2017.

Outlook for 2017

For the second quarter of 2017, cost per available seat mile, excluding fuel ⁽¹⁾ is expected to increase between 4.5% and 6.5% over the comparable 2016 period. In addition, we expect revenue per available seat mile to increase between 3.0% and 6.0% on an operating capacity increase between 4.0% and 6.0% over the comparable 2016 period.

For the full year 2017, we expect our operating capacity to increase between 5.5% and 7.5% over full year 2016 with the addition of 12 Airbus A321 aircraft to our operating fleet during the remainder of the year. We expect our cost per available seat mile, excluding fuel ⁽¹⁾ , for the full year 2017 to increase between 1.5% and 3.5% over full year 2016.

⁽¹⁾ Refer to our "Regulation G Reconciliation" note below for more information on this non-GAAP measure.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2017 vs. 2016

Overview

We reported net income of $85 million , an operating income of $147 million and an operating margin of 9.2% for the three months ended March 31, 2017 . This compares to net income of $207 million , an operating income of $349 million and an operating margin of 21.6% for the three months ended March 31, 2016 . Diluted earnings per share were $0.25 for the first quarter of 2017 compared to $0.61 for the same period in 2016 .

Approximately 75% of our operations reside in the heavily populated northeast corridor of the U.S., which includes the New York and Boston metropolitan areas. During the first three months of 2017, a series of winters storms impacted this area, including winter storms Niko and Orson.

On-time performance, as defined by the Department of Transportation, or DOT, is arrival within 14 minutes of scheduled arrival. In the first quarter of 2017 , our systemwide on-time performance was 75.0% compared to 73.3% for the same period in 2016 . Our on-time performance remains challenged by our concentration of operations in the northeast of the U.S., one of the world's most congested airspaces. Our completion factor was 96.5% in the first quarter of 2017 and 97.9% in the same period in 2016 .

Operating Revenues



(Revenues in millions; percent changes based on unrounded numbers)	Three Months Ended March 31,						Year-over-Year Change
	2017			2016			$			%
Passenger revenue	$	1,451		$	1,478		$	(27	)	(1.8	)
Other revenue	153			138			15			10.4
Total operating revenues	$	1,604		$	1,616		$	(12	)	(0.8	)

Average Fare	$	149.41		$	162.06		$	(12.65	)	(7.8	)
Yield per passenger mile (cents)	12.73			13.46			(0.73		)	(5.5	)
Passenger revenue per ASM (cents)	10.68			11.35			(0.67		)	(5.8	)
Operating revenue per ASM (cents)	11.81			12.41			(0.60		)	(4.8	)
Average stage length (miles)	1,079			1,109			(30		)	(2.7	)
Revenue passengers (thousands)	9,711			9,119			592			6.5
Revenue passenger miles (millions)	11,399			10,976			423			3.9
Available Seat Miles (ASMs) (millions)	13,580			13,029			551			4.2
Load Factor	83.9		%	84.2		%				(0.3	)	pts.

Passenger revenue is our primary source of revenue, which includes seat revenue as well as revenue from our ancillary product offerings such as EvenMore™ Space. The decrease in passenger revenue of $27 million , or 1.8% , for the three months ended March 31, 2017 , compared to the same period in 2016 , was primarily attributable to a 7.8% decrease in average fare, partially offset by a 6.5% increase in revenue passengers. Our passenger revenue was also negatively impacted by the timing of Easter as the holiday occurs in the second quarter of 2017 as compared to the first quarter of 2016. The increase in other revenue of $15 million , or 10.4% , for the three months ended March 31, 2017 , compared to the same period in 2016 , was primarily attributable to an increase in our loyalty revenue for our co-brand credit card agreement with Barclay's which originally launched during the first quarter of 2016. We are continuously looking to expand our other ancillary revenue opportunities, improve our TrueBlue® loyalty program and deepen our portfolio of commercial partnerships.

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Operating Expenses

In detail, our operating costs per available seat mile, or ASM, were as follows:



(in millions; per ASM data in cents; percent changes based on unrounded numbers)	Three Months Ended March 31,				Year-over-Year Change					Cents per ASM
	2017		2016		$			%		2017	2016	% Change
Aircraft fuel and related taxes	$	323	$	215	$	108		50.2	%	2.38	1.65	44.1	%
Salaries, wages and benefits	466		435		31			7.1		3.43	3.35	2.7
Landing fees and other rents	95		85		10			12.1		0.70	0.66	7.6
Depreciation and amortization	105		91		14			14.4		0.77	0.70	9.8
Aircraft rent	26		28		(2		)	(8.0	)	0.19	0.21	(11.8	)
Sales and marketing	60		64		(4		)	(7.1	)	0.44	0.49	(10.9	)
Maintenance materials and repairs	152		135		17			13.3		1.12	1.03	8.7
Other operating expenses	230		214		16			7.7		1.70	1.64	3.3
Total operating expenses	$	1,457	$	1,267	$	190		15.0	%	10.73	9.73	10.3	%

Aircraft Fuel and Related Taxes

Aircraft fuel and related taxes increase d by $108 million , or 50.2% , for the three months ended March 31, 2017 compared to the same period in 2016 . The average fuel price for the first quarter 2017 increase d by 44.1% to $1.69 per gallon. Our fuel consumption increase d by 4.2% , or 8 million gallons, due to an increase of the average number of aircraft operating during the first quarter 2017 as compared to the same period in 2016 .

Salaries, Wages and Benefits

Salaries, wages and benefits increase d $31 million , or 7.1% , for the three months ended March 31, 2017 compared to the same period in 2016 . It was our largest expense for the quarter, representing approximately 32% of our total operating expenses. During 2016, we announced that effective January 1, 2017, profit sharing eligible Crewmembers would receive an 8% raise and a modified profit sharing plan. We believe this recognition and change to our compensation structure reflects industry trends and ensures that our Crewmember compensation and rewards are fair and competitive.

Depreciation and Amortization

Depreciation and amortization increase d $14 million , or 14.4% , for the three months ended March 31, 2017 compared to the same period in 2016 , primarily driven by a 6.3% increase in the average number of aircraft operating during first quarter of 2017 as compared to the same period in 2016, and depreciation on the 11 lease buyouts since the end of the first quarter of 2016.

Maintenance Materials and Repairs

Maintenance materials and repairs increase d $17 million , or 13.3% , for the three months ended March 31, 2017 compared to the same period in 2016 , primarily driven by increased flight hours on our engine flight-hour based maintenance agreements and by the number of airframe heavy maintenance checks.

Other Operating Expenses

Other operating expenses increase d $16 million , or 7.7% , for the three months ended March 31, 2017 compared to the same period in 2016 , primarily due to an increase in airport and technology services and passenger on-board supplies resulting from an increased number of passengers flown.

⁽¹⁾ Refer to our "Regulation G Reconciliation" note below for more information on this non-GAAP measure.

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The following table sets forth our operating statistics for the three months ended March 31, 2017 and 2016 :



	Three Months Ended March 31,						Year-over-Year Change
(percent changes based on unrounded numbers)	2017			2016			%
Operational Statistics
Revenue passengers (thousands)	9,711			9,119			6.5
Revenue passenger miles (RPMs) (millions)	11,399			10,976			3.9
Available seat miles (ASMs) (millions)	13,580			13,029			4.2
Load factor	83.9		%	84.2		%	(0.3	)	pts
Aircraft utilization (hours per day)	11.9			12.1			(1.7	)

Average fare	$	149.41		$	162.06		(7.8	)
Yield per passenger mile (cents)	12.73			13.46			(5.5	)
Passenger revenue per ASM (cents)	10.68			11.35			(5.8	)
Operating revenue per ASM (cents)	11.81			12.41			(4.8	)
Operating expense per ASM (cents)	10.73			9.73			10.3
Operating expense per ASM, excluding fuel ⁽¹⁾	8.35			8.08			3.3

Departures	85,724			81,239			5.5
Average stage length (miles)	1,079			1,109			(2.7	)
Average number of operating aircraft during period	228.9			215.4			6.3
Average fuel cost per gallon, including fuel taxes	$	1.69		$	1.17		44.1
Fuel gallons consumed (millions)	191			183			4.2
Average number of full-time equivalent employees	16,722			15,204			10.0

(1) Refer to our “Regulation G Reconciliation” note below for more information on this non-GAAP measure.

Historical revenue trends may not continue. Except for the uncertainty related to the direction of fuel prices, we expect our expenses to continue to increase as we acquire additional aircraft, as our fleet ages and as we expand the frequency of flights in existing markets as well as enter into new markets. In addition, we expect our operating results to significantly fluctuate from quarter-to-quarter in the future as a result of various factors, many of which are outside of our control. Consequently, we believe quarter-to-quarter comparisons of our operating results may not necessarily be meaningful; you should not rely on our results for any one quarter as an indication of our future performance.

LIQUIDITY AND CAPITAL RESOURCES

The airline business is capital intensive. Our ability to successfully execute our growth plans is largely dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business depends on maintaining sufficient liquidity. We believe we have adequate resources from a combination of cash and cash equivalents, investment securities on hand and two available lines of credit. Additionally, as of March 31, 2017 , we had 103 unencumbered aircraft and 32 unencumbered spare engines which we believe could be an additional source of liquidity, if necessary.

We believe a healthy liquidity position is crucial to our ability to weather any part of the economic cycle while continuing to execute on our plans for profitable growth and increased returns. Our goal is to continue to be diligent with our liquidity, maintaining financial flexibility and allowing for prudent capital spending.

At March 31, 2017 , we had unrestricted cash and cash equivalents of $438 million and short-term investments of $608 million . We believe our current level of unrestricted cash, cash equivalents and short-term investments of approximately 16% of trailing twelve months revenue, combined with our available lines of credit and portfolio of unencumbered assets provides us with a strong liquidity position and the potential for higher returns on cash deployment.

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Analysis of Cash Flows

Operating Activities

We rely primarily on operating cash flows to provide working capital for current and future operations. Cash flows from operating activities were $432 million and $585 million for the three months ended March 31, 2017 and 2016 , respectively. Lower earnings, principally driven by an increase in aircraft fuel expenses, contributed to our lower operating cash flows compared to the same period of 2016.

Investing Activities

During the three months ended March 31, 2017 , capital expenditures related to our purchase of flight equipment included $170 million related to the purchase of three Airbus A321 aircraft and two Airbus A320 lease buyouts, $45 million in work-in-progress relating to flight equipment, $40 million for flight equipment deposits, and $10 million for spare part purchases. Other property and equipment capital expenditures also included ground equipment purchases and facilities improvements for $20 million. Investing activities also included the net proceeds of $20 million from investment securities.

During the three months ended March 31, 2016 , capital expenditures related to our purchase of flight equipment included $84 million related to the purchase of two Airbus A321 aircraft, $25 million in work-in-progress relating to flight equipment, $23 million for flight equipment deposits, and $3 million for spare part purchases. Other property and equipment capital expenditures also included ground equipment purchases and facilities improvements for $31 million. Investing activities also included the net proceeds of $76 million from investment securities.

Financing Activities

Financing activities for the three months ended March 31, 2017 primarily consisted of the acquisition of treasury shares totaling $109 of which $100 million related to our accelerated share repurchase, or ASR, in March 2017 and the scheduled maturities of $49 million relating to debt and capital lease obligations.

Financing activities for the three months ended March 31, 2016 consisted of the scheduled repayment of $51 million relating to debt and capital lease obligations.

Working Capital

We had a working capital deficit of $953 million and $811 million at March 31, 2017 and December 31, 2016, respectively. Working capital deficits can be customary in the airline industry because air traffic liability is classified as a current liability. Our working capital deficit increased by $142 million due to several factors, primarily due to an overall increase in our air traffic liability, partially offset by an increase in our investment securities classified as current assets.

We expect to meet our obligations as they become due through available cash, investment securities and internally generated funds, supplemented as necessary by financing activities, as they may be available to us. We expect to generate positive working capital through our operations. However, we cannot predict what the effect on our business might be from the extremely competitive environment we operate in or from events beyond our control, such as volatile fuel prices, economic conditions, weather-related disruptions, airport infrastructure challenges, the spread of infectious diseases, restructurings or consolidations, U.S. military actions or acts of terrorism. We believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

As part of our efforts to effectively manage our balance sheet and improve Return on Invested Capital, or ROIC, we expect to continue to actively manage our debt balances. Our approach to debt management includes managing the mix of fixed and floating rate debt, annual maturities of debt and the weighted average cost of debt. We intend to continue to opportunistically pre-pay outstanding debt when market conditions and terms are favorable as well as when excess liquidity is available. Additionally, our unencumbered assets allow some flexibility in managing our cost of debt and capital requirements.

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Contractual Obligations

Our noncancelable contractual obligations at March 31, 2017 , include the following (in millions):



	Payments due in
	Total		2017		2018		2019		2020		2021		Thereafter
Debt and capital lease obligations ⁽¹⁾	$	1,574	$	180	$	243	$	254	$	209	$	187	$	501
Lease commitments	1,285		126		164		145		125		112		613
Flight equipment purchase obligations ⁽²⁾	7,897		894		839		1,207		1,568		1,397		1,992
Other obligations ⁽³⁾	3,663		717		624		624		546		205		947
Total	$	14,419	$	1,917	$	1,870	$	2,230	$	2,448	$	1,901	$	4,053

(1) Includes actual interest and estimated interest for floating-rate debt based on March 31, 2017 rates

(2) Amounts are as of March 31, 2017 and do not reflect aircraft deferrals executed after quarter end.

(3) Amounts include noncancelable commitments for the purchase of goods and services

As of March 31, 2017 , we believe we are in compliance with the covenants of our debt and lease agreements. We have approximately $29 million of restricted cash pledged under standby letters of credit related to certain leases that will expire at the end of the related lease terms.

As of March 31, 2017 , we operated a fleet of 40 Airbus A321 aircraft, 130 Airbus A320 aircraft and 60 Embraer E190 aircraft. Of our fleet, 179 are owned by us, of which 103 are unencumbered, 45 are leased under operating leases and six are leased under capital leases. As of March 31, 2017 , the average age of our operating fleet was 9.0 years and our firm aircraft order was as follows:



Year	Airbus A320neo	Airbus A321	Airbus A321neo	Embraer E190	Total
2017	—	12	—	—	12
2018	—	8	3	—	11
2019	—	3	18	—	21
2020	6	—	12	10	28
2021	16	—	4	7	27
2022	3	—	17	7	27
2023	—	—	6	—	6
Total	25	23	60	24	132

We amended our purchase agreement with Airbus during April 2017 which changed the timing of our Airbus A321 and Airbus A321neo deliveries as follows:



Year	Airbus A320neo	Airbus A321		Airbus A321neo		Embraer E190	Total
2017	—	—		—		—	—
2018	—	3		(3	)	—	—
2019	—	(3	)	(5	)	—	(8	)
2020	—	—		(5	)	—	(5	)
2021	—	—		—		—	—
2022	—	—		—		—	—
2023	—	—		8		—	8
2024	—	—		5		—	5
Total	—	—		—		—	—

Committed expenditures for our firm aircraft and spare engines include estimated amounts for contractual price escalations and predelivery deposits. We expect to meet our predelivery deposit requirements for our aircraft by paying cash or by using short-term borrowing facilities for deposits required six to 24 months prior to delivery. Any predelivery deposits paid by the issuance of notes are fully repaid at the time of delivery of the related aircraft.

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Dependent on market conditions, we anticipate using a mix of cash and debt financing for aircraft scheduled for delivery in 2017. For deliveries after 2017, although we believe debt and/or lease financing should be available to us, we cannot give any assurance that we will be able to secure financing on attractive terms, if at all. While these financings may or may not result in an increase in liabilities on our balance sheet, our fixed costs will increase regardless of the financing method ultimately chosen. To the extent we cannot secure financing on terms we deem attractive, we may be required to pay in cash, further modify our aircraft acquisition plans or incur higher than anticipated financing costs.

Capital expenditures for non-aircraft such as facility improvements, spare parts and aircraft improvements are expected to be between approximately $150 million and $200 million for the full year 2017 .

Off-Balance Sheet Arrangements

None of our operating lease obligations are reflected on our balance sheet. Although some of our aircraft lease arrangements are with variable interest entities, as defined by the Consolidations topic of the Codification, none of them require consolidation in our financial statements. Our decision to finance these aircraft through operating leases rather than through debt was based on an analysis of the cash flows and tax consequences of each financing alternative and a consideration of liquidity implications. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.

We have determined that we hold a variable interest in, but are not the primary beneficiary of, certain pass-through trusts. The beneficiaries of these pass-through trusts are the purchasers of equipment notes issued by us to finance the acquisition of aircraft. They maintain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs.

We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our balance sheet, which we believe will not have a significant impact on our results of operations, financial condition or cash flows. We have no other off-balance sheet arrangements.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates included in our 2016 Form 10-K.

Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent our management's beliefs and assumptions concerning future events. When used in this document and in documents incorporated herein by reference, the words “expects,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, our extremely competitive industry; volatility in financial and credit markets which could affect our ability to obtain debt and/or lease financing or to raise funds through debt or equity issuances; volatility in fuel prices, maintenance costs and interest rates; our ability to implement our growth strategy; our significant fixed obligations and substantial indebtedness; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on high daily aircraft utilization; our dependence on the New York and Boston metropolitan markets and the effect of increased congestion in these markets; our reliance on automated systems and technology; our being subject to potential unionization, work stoppages, slowdowns or increased labor costs; our reliance on a limited number of suppliers; our presence in some international emerging markets that may experience political or economic instability or may subject us to legal risk; reputational and business risk from information security breaches or cyber-attacks; changes in or additional government regulation; changes in our industry due to other airlines' financial condition; acts of war or terrorism; global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for domestic and business air travel; the spread of infectious diseases; adverse weather conditions or natural disasters; and external geopolitical events and conditions. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or year.

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Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand that many important factors, in addition to those discussed or incorporated by reference in this Report, could cause our results to differ materially from those expressed in the forward-looking statements. Potential factors that could affect our results include, in addition to others not described in this Report, those described in Item 1A of our 2016 Form 10-K under "Risks Related to JetBlue" and "Risks Associated with the Airline Industry" and Part II of this Report. In light of these risks and uncertainties, the forward-looking events discussed in this Report might not occur.

Where You Can Find Other Information

Our website is www.jetblue.com . Information contained on our website is not incorporated into this Report. Information we furnish or file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available at the SEC’s website at www.sec.gov . You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

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REGULATION G RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

We sometimes use non-GAAP measures that are derived from the consolidated financial statements, but that are not presented in accordance with generally accepted accounting principles in the U.S., or GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in the airline industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies.

Operating Expenses per Available Seat Mile, excluding fuel

Operating expenses per available seat mile, or CASM, is a common metric used in the airline industry. Our CASM for the periods are summarized in the table below. We exclude aircraft fuel and related taxes, and operating expenses related to other non-airline expenses, such as JetBlue Technology Ventures, from operating expenses to determine CASM ex-fuel. We believe that CASM ex-fuel provides investors the ability to measure financial performance excluding items beyond our control, such as fuel costs which are subject to many economic and political factors beyond our control, or not related to the generation of an available seat mile, such as operating expense related to other non-airline expenses. We believe this non-GAAP measure is more indicative of our ability to manage airline costs and is more comparable to measures reported by other major airlines.



Reconciliation of Operating Expense per ASM, excluding fuel
(in millions; per ASM data in cents; percentages based on unrounded numbers)	Three Months Ended March 31,
	2017			2016
	$		per ASM	$		per ASM
Total operating expenses	$	1,457	10.73	$	1,267	9.73
Less:
Aircraft fuel and related taxes	323		2.38	215		1.65
Other non-airline expenses	1		—	—		—
Operating expenses, excluding fuel	$	1,133	8.35	1,052		8.08

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2016 Form 10-K, except as follows:

Aircraft Fuel

Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the March 31, 2017 cost per gallon of fuel. Based on projected fuel consumption for the next 12 months, including the impact of our hedging position, such an increase would result in an increase to aircraft fuel expense of approximately $138 million. As of March 31, 2017 we had hedged approximately 10% of our projected 2017 fuel requirements. All hedge contracts existing at March 31, 2017 settle by December 31, 2017. The financial derivative instrument agreements we have with our counterparties may require us to fund all, or a portion of, outstanding loss positions related to these contracts prior to their scheduled maturities. The amount of collateral posted, if any, is periodically adjusted based on the fair value of the hedge contracts. Refer to Note 6 in our unaudited condensed consolidated financial statements, included in Part I, Item 1 of this Report, for additional information.

Interest

Our earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate debt instruments and on interest income generated from our cash and investment balances. The interest rate is fixed for $1.1 billion of our debt and capital lease obligations, with the remaining $0.2 billion having floating interest rates. As of March 31, 2017 , if interest rates were on average 100 basis points higher in 2017 , our annual interest expense would increase by approximately $2 million. This is determined by considering the impact of the hypothetical change in interest rates on our variable rate debt and capital leases.

If interest rates were to average 10% lower in 2017 than they did during 2016 , our interest income from cash and investment balances would remain relatively constant. These amounts are determined by considering the impact of the hypothetical interest rates on our cash equivalents and investment securities balances at March 31, 2017 and December 31, 2016 .

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2017 . Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2017 .

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our controls performed during the fiscal quarter ended March 31, 2017 , that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of our business we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. Refer to Note 5 in our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.

Item 1A. RISK FACTORS

Item 1A Risk Factors contained in our 2016 Form 10-K, includes a discussion of our risk factors which are incorporated herein. There were no material changes from the risk factors associated with our business previously disclosed in Part I, Item 1A "Risk Factors" of our 2016 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In September 2015, the Board of Directors authorized a three-year repurchase program starting in 2016, of up to $250 million worth of shares. This authorization replaced the 2012 authorization. On December 7, 2016, the Board approved changes to our share repurchase program to increase the aggregate authorization to $500 million worth of shares, and extend the term of the program through December 31, 2019. The current program includes authorization for repurchases in open market transactions or privately-negotiated transactions, including accelerated share repurchase transactions. We may adjust or change our share repurchase practices based on market conditions and other alternatives. During the three months ended March 31, 2017 , the following shares were repurchased under the program (in millions, except for per share data):



Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Program
March 2017	4.1	⁽¹⁾	4.1	$	280
Total	4.1		4.1

(1) On March 6, 2017, JetBlue entered into an accelerated share repurchase, or ASR, agreement with Barclays Bank PLC paying $100 million for an initial delivery of approximately 4.1 million shares. The term of the ASR concluded on April 24, 2017 with Barclays Bank PLC delivering approximately 0.8 million additional shares to JetBlue. A total of approximately 4.9 million shares were repurchased under the agreement at an average price per share of $20.23 . The total shares purchased by JetBlue were based on the volume weighted average prices of JetBlue's common stock during the term of the ASR.

ITEM 6. EXHIBITS

Exhibits: See accompanying Exhibit Index included after the signature page of this Report for a list of the exhibits filed or furnished with this Report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		JETBLUE AIRWAYS CORPORATION
		(Registrant)

Date:	April 28, 2017	By:	/s/ Alexander Chatkewitz
			Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX



Exhibit Number		Exhibit
10.1*		Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan
10.1(a)*		Amended and Restated Form of Performance Share Unit Award Agreement
10.2*		Agreement and General Release, dated as of February 23, 2017, between JetBlue Airways Corporation and James F. Leddy
10.3*		Amendment No. 1 to the Employment Agreement between JetBlue Airways Corporation and Robin Hayes, dated February 16, 2017 — incorporated by reference to Exhibit 10.41(a) to our Current Report on From 8-K, dated February 22, 2017
12.1		Computation of Ratio of Earnings to Fixed Charges
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		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition 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



[•]	Earned [•] Percentage
[•]	[•]	Maximum
[•]	[•]	Target
[•]	[•]	Minimum



[•]	Earned [•] Percentage
[•]	[•]	Maximum
[•]	[•]	Target
[•]	[•]	Minimum


Notice:	You have been granted the following Performance Share Units in accordance with the terms of this notice, the Performance Share Unit Award Agreement attached hereto as Attachment A (such notice and agreement, collectively, this “ Agreement ”) and the Plan identified below.


Performance Goals:	(a) [•] and (b) [•] (each as defined herein).


Performance Period:	T hree (3) calendar year period from 2017 to 2019.


Plan:	Amended and Restated JetBlue Airways Corporation 2011 Incentive Compensation Plan .


and Agreement:	The undersigned Participant acknowledges receipt of, and understands and agrees to, the terms and conditions of this Agreement and the Plan.


a.	The following adjustments shall be made to the Industry definition for the [•] goals during the Performance Period:


ii.	If an Airline sells, spins-off, or disposes of a portion of its business, then such Airline will remain in the Industry group for the Performance Period unless such disposition(s) result in the disposition of more than 50% of such company’s total assets over the Performance Period, in which case such Airline shall be removed from the Industry group;


iii.	If an Airline acquires another company, the acquiring Airline will remain in the Industry group for the Performance Period;


iv.	If an Airline is delisted on major stock exchanges, such delisted Airline will remain in the Industry group until the effective date of the delisting and removed from the Industry group as of such date.


v.	If an Airline files for bankruptcy, liquidation or reorganization during the performance period, that Airline will remain in the Industry group, so long as the Airline continues to operate and file publicly available financial statements.


vi.	If any of the adjustments above become applicable, all relevant provisions of this Agreement shall be deemed amended to appropriately reflect such adjustment.


1.	I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


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:	April 28, 2017	By:	/s/ ROBIN HAYES
			Chief Executive Officer



Date:	April 28, 2017	By:	/s/ STEVE PRIEST
			Chief Financial Officer