|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
87-0617894
|
(State of 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)
|
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
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
PART II. OTHER INFORMATION
|
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
|
|||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
394
|
|
|
$
|
433
|
|
Investment securities
|
420
|
|
|
538
|
|
||
Receivables, less allowance (2017-$1; 2016-$5)
|
186
|
|
|
172
|
|
||
Prepaid expenses and other
|
323
|
|
|
260
|
|
||
Total current assets
|
1,323
|
|
|
1,403
|
|
||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Flight equipment
|
8,569
|
|
|
7,868
|
|
||
Predelivery deposits for flight equipment
|
230
|
|
|
223
|
|
||
Total flight equipment and predelivery deposits, gross
|
8,799
|
|
|
8,091
|
|
||
Less accumulated depreciation
|
2,047
|
|
|
1,823
|
|
||
Total flight equipment and predelivery deposits, net
|
6,752
|
|
|
6,268
|
|
||
Other property and equipment
|
1,017
|
|
|
972
|
|
||
Less accumulated depreciation
|
387
|
|
|
345
|
|
||
Total other property and equipment, net
|
630
|
|
|
627
|
|
||
Assets constructed for others
|
561
|
|
|
561
|
|
||
Less accumulated depreciation
|
201
|
|
|
185
|
|
||
Total assets constructed for others, net
|
360
|
|
|
376
|
|
||
Total property and equipment
|
7,742
|
|
|
7,271
|
|
||
OTHER ASSETS
|
|
|
|
||||
Investment securities
|
—
|
|
|
90
|
|
||
Restricted cash
|
60
|
|
|
62
|
|
||
Other
|
471
|
|
|
497
|
|
||
Total other assets
|
531
|
|
|
649
|
|
||
TOTAL ASSETS
|
$
|
9,596
|
|
|
$
|
9,323
|
|
|
|
|
|
||||
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
|
|||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
295
|
|
|
$
|
242
|
|
Air traffic liability
|
1,262
|
|
|
1,120
|
|
||
Accrued salaries, wages and benefits
|
288
|
|
|
342
|
|
||
Other accrued liabilities
|
282
|
|
|
321
|
|
||
Current maturities of long-term debt and capital leases
|
224
|
|
|
189
|
|
||
Total current liabilities
|
2,351
|
|
|
2,214
|
|
||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
|
1,031
|
|
|
1,195
|
|
||
CONSTRUCTION OBLIGATION
|
445
|
|
|
457
|
|
||
DEFERRED TAXES AND OTHER LIABILITIES
|
|
|
|
||||
Deferred income taxes
|
1,555
|
|
|
1,354
|
|
||
Other
|
75
|
|
|
90
|
|
||
Total deferred taxes and other liabilities
|
1,630
|
|
|
1,444
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Preferred stock, $0.01 par value; 25 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 900 shares authorized, 417 and 414 shares issued and 321 and 337 shares outstanding at September 30, 2017 and December 31, 2016, respectively
|
4
|
|
|
4
|
|
||
Treasury stock, at cost; 96 and 77 shares at September 30, 2017 and December 31, 2016, respectively
|
(890
|
)
|
|
(500
|
)
|
||
Additional paid-in capital
|
2,100
|
|
|
2,050
|
|
||
Retained earnings
|
2,921
|
|
|
2,446
|
|
||
Accumulated other comprehensive income
|
4
|
|
|
13
|
|
||
Total stockholders’ equity
|
4,139
|
|
|
4,013
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
9,596
|
|
|
$
|
9,323
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
OPERATING REVENUES
|
|
|
|
|
|
|
|
||||||||
Passenger
|
$
|
1,623
|
|
|
$
|
1,571
|
|
|
$
|
4,724
|
|
|
$
|
4,536
|
|
Other
|
190
|
|
|
161
|
|
|
535
|
|
|
455
|
|
||||
Total operating revenues
|
1,813
|
|
|
1,732
|
|
|
5,259
|
|
|
4,991
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel and related taxes
|
347
|
|
|
293
|
|
|
994
|
|
|
782
|
|
||||
Salaries, wages and benefits
|
466
|
|
|
421
|
|
|
1,397
|
|
|
1,270
|
|
||||
Landing fees and other rents
|
104
|
|
|
98
|
|
|
301
|
|
|
276
|
|
||||
Depreciation and amortization
|
114
|
|
|
102
|
|
|
328
|
|
|
289
|
|
||||
Aircraft rent
|
26
|
|
|
28
|
|
|
75
|
|
|
84
|
|
||||
Sales and marketing
|
68
|
|
|
60
|
|
|
195
|
|
|
197
|
|
||||
Maintenance materials and repairs
|
149
|
|
|
153
|
|
|
467
|
|
|
427
|
|
||||
Other operating expenses
|
229
|
|
|
223
|
|
|
691
|
|
|
650
|
|
||||
Total operating expenses
|
1,503
|
|
|
1,378
|
|
|
4,448
|
|
|
3,975
|
|
||||
OPERATING INCOME
|
310
|
|
|
354
|
|
|
811
|
|
|
1,016
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(23
|
)
|
|
(28
|
)
|
|
(72
|
)
|
|
(85
|
)
|
||||
Capitalized interest
|
3
|
|
|
2
|
|
|
7
|
|
|
6
|
|
||||
Interest income and other
|
3
|
|
|
2
|
|
|
5
|
|
|
5
|
|
||||
Total other income (expense)
|
(17
|
)
|
|
(24
|
)
|
|
(60
|
)
|
|
(74
|
)
|
||||
INCOME BEFORE TAXES
|
293
|
|
|
330
|
|
|
751
|
|
|
942
|
|
||||
Income tax expense
|
114
|
|
|
131
|
|
|
276
|
|
|
355
|
|
||||
NET INCOME
|
$
|
179
|
|
|
$
|
199
|
|
|
$
|
475
|
|
|
$
|
587
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.55
|
|
|
$
|
0.61
|
|
|
$
|
1.44
|
|
|
$
|
1.81
|
|
Diluted
|
$
|
0.55
|
|
|
$
|
0.58
|
|
|
$
|
1.43
|
|
|
$
|
1.72
|
|
|
Three Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
NET INCOME
|
$
|
179
|
|
|
$
|
199
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $1 and $(4) of taxes in 2017 and 2016, respectively)
|
4
|
|
|
(6
|
)
|
||
Total other comprehensive income
|
4
|
|
|
(6
|
)
|
||
COMPREHENSIVE INCOME
|
$
|
183
|
|
|
$
|
193
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
NET INCOME
|
$
|
475
|
|
|
$
|
587
|
|
Changes in fair value of derivative instruments, net of reclassifications into earnings (net of $(7) and $8 of taxes in 2017 and 2016, respectively)
|
(9
|
)
|
|
13
|
|
||
Total other comprehensive income
|
(9
|
)
|
|
13
|
|
||
COMPREHENSIVE INCOME
|
$
|
466
|
|
|
$
|
600
|
|
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
|
|||||||
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
475
|
|
|
$
|
587
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred income taxes
|
207
|
|
|
204
|
|
||
Depreciation
|
283
|
|
|
248
|
|
||
Amortization
|
45
|
|
|
41
|
|
||
Stock-based compensation
|
22
|
|
|
18
|
|
||
Gains on sale of assets and debt extinguishment
|
—
|
|
|
(4
|
)
|
||
Changes in certain operating assets and liabilities
|
58
|
|
|
235
|
|
||
Other, net
|
(24
|
)
|
|
(12
|
)
|
||
Net cash provided by operating activities
|
1,066
|
|
|
1,317
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(705
|
)
|
|
(480
|
)
|
||
Predelivery deposits for flight equipment
|
(90
|
)
|
|
(118
|
)
|
||
Purchase of held-to-maturity investments
|
(92
|
)
|
|
(151
|
)
|
||
Proceeds from the maturities of held-to-maturity investments
|
128
|
|
|
282
|
|
||
Purchase of available-for-sale securities
|
(223
|
)
|
|
(507
|
)
|
||
Proceeds from the sale of available-for-sale securities
|
395
|
|
|
345
|
|
||
Other, net
|
(6
|
)
|
|
(1
|
)
|
||
Net cash used in investing activities
|
(593
|
)
|
|
(630
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of common stock
|
28
|
|
|
26
|
|
||
Repayment of long-term debt and capital lease obligations
|
(138
|
)
|
|
(148
|
)
|
||
Acquisition of treasury stock
|
(390
|
)
|
|
(14
|
)
|
||
Other, net
|
(12
|
)
|
|
4
|
|
||
Net cash used in financing activities
|
(512
|
)
|
|
(132
|
)
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(39
|
)
|
|
555
|
|
||
Cash and cash equivalents at beginning of period
|
433
|
|
|
318
|
|
||
Cash and cash equivalents at end of period
|
$
|
394
|
|
|
$
|
873
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Available-for-sale securities
|
|
|
|
||||
Time deposits
|
$
|
150
|
|
|
$
|
160
|
|
Commercial paper
|
10
|
|
|
60
|
|
||
Debt securities
|
3
|
|
|
—
|
|
||
Treasury bills
|
—
|
|
|
115
|
|
||
Total available-for-sale securities
|
163
|
|
|
335
|
|
||
Held-to-maturity securities
|
|
|
|
||||
Treasury notes
|
$
|
205
|
|
|
$
|
283
|
|
Corporate bonds
|
52
|
|
|
10
|
|
||
Total held-to-maturity securities
|
257
|
|
|
293
|
|
||
Total investment securities
|
$
|
420
|
|
|
$
|
628
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Public Debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate special facility bonds, due through 2036
|
$
|
42
|
|
|
$
|
45
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Non-Public Debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate enhanced equipment notes, due through 2023
|
169
|
|
|
178
|
|
|
188
|
|
|
197
|
|
||||
Floating rate equipment notes, due through 2025
|
157
|
|
|
163
|
|
|
171
|
|
|
179
|
|
||||
Fixed rate equipment notes, due through 2026
|
761
|
|
|
824
|
|
|
843
|
|
|
915
|
|
||||
Total
(1)
|
$
|
1,129
|
|
|
$
|
1,210
|
|
|
$
|
1,244
|
|
|
$
|
1,336
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net Income
(1)
|
$
|
179
|
|
|
$
|
199
|
|
|
$
|
475
|
|
|
$
|
587
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Interest on convertible debt, net of income taxes and profit sharing
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Net income applicable to common stockholders after assumed conversions for diluted earnings per share
|
$
|
179
|
|
|
$
|
200
|
|
|
$
|
475
|
|
|
$
|
589
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
326.1
|
|
|
323.7
|
|
|
330.8
|
|
|
322.8
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Employee stock options, restricted stock units and stock purchase plan
|
1.7
|
|
|
1.9
|
|
|
1.6
|
|
|
2.2
|
|
||||
Convertible debt
|
—
|
|
|
17.6
|
|
|
—
|
|
|
17.6
|
|
||||
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings per share
|
327.8
|
|
|
343.2
|
|
|
332.4
|
|
|
342.6
|
|
|
Jet fuel swap
agreements |
|
Jet fuel collar agreements
|
|
Heating oil collar agreements
|
|
Total
|
||||
Fourth Quarter 2017
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10
|
%
|
Fuel derivatives
|
September 30,
2017 |
|
December 31,
2016 |
||||
Asset fair value recorded in prepaid expense and other
(1)
|
$
|
6
|
|
|
$
|
22
|
|
Longest remaining term (months)
|
3
|
|
|
12
|
|
||
Hedged volume (barrels, in thousands)
|
480
|
|
|
1,920
|
|
||
Estimated amount of existing (gains) expected to be reclassified into earnings in the next 12 months
|
$
|
(5
|
)
|
|
$
|
(22
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Fuel derivatives
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Hedge effectiveness (gains) recognized in aircraft fuel expense
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
Hedge (gains) losses on derivatives recognized in comprehensive income
|
(9
|
)
|
|
8
|
|
|
8
|
|
|
(23
|
)
|
||||
Percentage of actual consumption economically hedged
|
10
|
%
|
|
24
|
%
|
|
10
|
%
|
|
8
|
%
|
|
Gross Amount of Recognized
|
|
Gross Amount of Cash Collateral
|
|
Net Amount Presented on Balance Sheet
|
||||||||||||||
Fuel derivatives
|
Assets
|
|
Liabilities
|
|
Offset
|
|
Assets
|
|
Liabilities
|
||||||||||
As of September 30, 2017
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
As of December 31, 2016
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
September 30, 2017
|
||||||||||||||
Assets
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
254
|
|
Available-for-sale investment securities
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
||||
Aircraft fuel derivatives
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
|
$
|
254
|
|
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
423
|
|
|
December 31, 2016
|
||||||||||||||
Assets
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
313
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
313
|
|
Available-for-sale investment securities
|
115
|
|
|
220
|
|
|
—
|
|
|
335
|
|
||||
Aircraft fuel derivatives
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||
|
$
|
428
|
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
670
|
|
|
Aircraft Fuel Derivatives
(1)
|
|
Interest Rate Swaps
(2)
|
|
Total
|
||||||
Balance of accumulated income at June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reclassifications into earnings (net of $(2) of taxes)
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Change in fair value (net of $3 of taxes)
|
6
|
|
|
—
|
|
|
6
|
|
|||
Balance of accumulated income at September 30, 2017
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||||||
Balance of accumulated income at June 30, 2016
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
16
|
|
Reclassifications into earnings (net of $0 of taxes)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Change in fair value (net of $(4) of taxes)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance of accumulated income at September 30, 2016
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
Aircraft Fuel Derivatives
(1)
|
|
Interest Rate Swaps
(2)
|
|
Total
|
||||||
Balance of accumulated income at December 31, 2016
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Reclassifications into earnings (net of $(3) of taxes)
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Change in fair value (net of $(4) of taxes)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance of accumulated income at September 30, 2017
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||||||
Balance of accumulated income (losses) at December 31, 2015
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Reclassifications into earnings (net of $0 of taxes)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Change in fair value (net of $(8) of taxes)
|
15
|
|
|
—
|
|
|
15
|
|
|||
Balance of accumulated income at September 30, 2016
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
•
|
We had an
$81 million
increase
in operating revenue compared to the
third quarter
of
2016
due primarily to a
3.7%
increase
in capacity, and a
1.0%
increase
in yield per passenger mile.
|
•
|
We generated
$1.1 billion
in cash from operations for the
nine months ended September 30, 2017
.
|
•
|
Operating expense per available seat mile
increase
d by
5.2%
to
10.5 cent
s, primarily due to an increase in aircraft fuel expenses. Excluding fuel and related taxes, as well as operating expenses related to our non-airline operations, our cost per available seat mile
(1)
increase
d by
2.7%
including a 2.7 point impact from Hurricanes Irma and Maria.
|
•
|
Operating income was
$310 million
, a
decrease
of
$44 million
from the comparable period in 2016. This decrease was principally driven by an increase in salaries and aircraft fuel expenses, partially offset by an increase in revenues. Hurricanes Irma and Maria negatively impacted our operating income by approximately $33 million.
|
(Revenues in millions; percent changes based on unrounded numbers)
|
Three months ended September 30,
|
|
Year-over-Year Change
|
||||||||||||
2017
|
|
2016
|
|
$
|
|
%
|
|||||||||
Passenger revenue
|
$
|
1,623
|
|
|
$
|
1,571
|
|
|
$
|
52
|
|
|
3.3
|
|
|
Other revenue
|
190
|
|
|
161
|
|
|
29
|
|
|
18.2
|
|
|
|||
Total operating revenues
|
$
|
1,813
|
|
|
$
|
1,732
|
|
|
$
|
81
|
|
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
158.68
|
|
|
$
|
157.87
|
|
|
$
|
0.81
|
|
|
0.5
|
|
|
Yield per passenger mile (cents)
|
13.32
|
|
|
13.20
|
|
|
0.12
|
|
|
1.0
|
|
|
|||
Passenger revenue per ASM (cents)
|
11.34
|
|
|
11.39
|
|
|
(0.05
|
)
|
|
(0.4
|
)
|
|
|||
Operating revenue per ASM (cents)
|
12.67
|
|
|
12.55
|
|
|
0.12
|
|
|
0.9
|
|
|
|||
Average stage length (miles)
|
1,069
|
|
|
1,091
|
|
|
(22
|
)
|
|
(2.0
|
)
|
|
|||
Revenue passengers (thousands)
|
10,227
|
|
|
9,953
|
|
|
274
|
|
|
2.8
|
|
|
|||
Revenue passenger miles (millions)
|
12,180
|
|
|
11,905
|
|
|
275
|
|
|
2.3
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
14,306
|
|
|
13,796
|
|
|
510
|
|
|
3.7
|
|
|
|||
Load Factor
|
85.1
|
%
|
|
86.3
|
%
|
|
|
|
(1.2
|
)
|
pts.
|
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
Three Months Ended September 30,
|
|
Year-over-Year Change
|
|
Cents per ASM
|
||||||||||||||||||
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
$
|
347
|
|
|
$
|
293
|
|
|
$
|
54
|
|
|
18.3
|
%
|
|
2.42
|
|
|
2.13
|
|
|
14.1
|
%
|
Salaries, wages and benefits
|
466
|
|
|
421
|
|
|
45
|
|
|
10.9
|
|
|
3.26
|
|
|
3.05
|
|
|
7.0
|
|
|||
Landing fees and other rents
|
104
|
|
|
98
|
|
|
6
|
|
|
5.4
|
|
|
0.73
|
|
|
0.71
|
|
|
1.6
|
|
|||
Depreciation and amortization
|
114
|
|
|
102
|
|
|
12
|
|
|
11.8
|
|
|
0.79
|
|
|
0.74
|
|
|
7.8
|
|
|||
Aircraft rent
|
26
|
|
|
28
|
|
|
(2
|
)
|
|
(9.5
|
)
|
|
0.18
|
|
|
0.19
|
|
|
(12.7
|
)
|
|||
Sales and marketing
|
68
|
|
|
60
|
|
|
8
|
|
|
13.2
|
|
|
0.48
|
|
|
0.44
|
|
|
9.2
|
|
|||
Maintenance materials and repairs
|
149
|
|
|
153
|
|
|
(4
|
)
|
|
(2.4
|
)
|
|
1.04
|
|
|
1.11
|
|
|
(5.9
|
)
|
|||
Other operating expenses
|
229
|
|
|
223
|
|
|
6
|
|
|
2.9
|
|
|
1.60
|
|
|
1.62
|
|
|
(0.8
|
)
|
|||
Total operating expenses
|
$
|
1,503
|
|
|
$
|
1,378
|
|
|
$
|
125
|
|
|
9.1
|
%
|
|
10.50
|
|
|
9.99
|
|
|
5.2
|
%
|
(Revenues in millions; percent changes based on unrounded numbers)
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
||||||||||||
2017
|
|
2016
|
|
$
|
|
%
|
|||||||||
Passenger revenue
|
$
|
4,724
|
|
|
$
|
4,536
|
|
|
$
|
188
|
|
|
4.2
|
|
|
Other revenue
|
535
|
|
|
455
|
|
|
80
|
|
|
17.4
|
|
|
|||
Total operating revenues
|
$
|
5,259
|
|
|
$
|
4,991
|
|
|
$
|
268
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Fare
|
$
|
156.17
|
|
|
$
|
157.88
|
|
|
$
|
(1.71
|
)
|
|
(1.1
|
)
|
|
Yield per passenger mile (cents)
|
13.23
|
|
|
13.17
|
|
|
0.06
|
|
|
0.4
|
|
|
|||
Passenger revenue per ASM (cents)
|
11.21
|
|
|
11.22
|
|
|
(0.01
|
)
|
|
(0.1
|
)
|
|
|||
Operating revenue per ASM (cents)
|
12.48
|
|
|
12.35
|
|
|
0.13
|
|
|
1.1
|
|
|
|||
Average stage length (miles)
|
1,072
|
|
|
1,099
|
|
|
(27
|
)
|
|
(2.5
|
)
|
|
|||
Revenue passengers (thousands)
|
30,251
|
|
|
28,731
|
|
|
1,520
|
|
|
5.3
|
|
|
|||
Revenue passenger miles (millions)
|
35,712
|
|
|
34,434
|
|
|
1,278
|
|
|
3.7
|
|
|
|||
Available Seat Miles (ASMs) (millions)
|
42,131
|
|
|
40,421
|
|
|
1,710
|
|
|
4.2
|
|
|
|||
Load Factor
|
84.8
|
%
|
|
85.2
|
%
|
|
|
|
(0.4
|
)
|
pts.
|
(in millions; per ASM data in cents; percent changes based on unrounded numbers)
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
|
Cents per ASM
|
||||||||||||||||||
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
% Change
|
|||||||||||
Aircraft fuel and related taxes
|
$
|
994
|
|
|
$
|
782
|
|
|
$
|
212
|
|
|
27.1
|
%
|
|
2.36
|
|
|
1.94
|
|
|
22.0
|
%
|
Salaries, wages and benefits
|
1,397
|
|
|
1,270
|
|
|
127
|
|
|
10.0
|
|
|
3.32
|
|
|
3.14
|
|
|
5.5
|
|
|||
Landing fees and other rents
|
301
|
|
|
276
|
|
|
25
|
|
|
9.1
|
|
|
0.71
|
|
|
0.68
|
|
|
4.7
|
|
|||
Depreciation and amortization
|
328
|
|
|
289
|
|
|
39
|
|
|
13.2
|
|
|
0.78
|
|
|
0.71
|
|
|
8.6
|
|
|||
Aircraft rent
|
75
|
|
|
84
|
|
|
(9
|
)
|
|
(9.9
|
)
|
|
0.18
|
|
|
0.21
|
|
|
(13.5
|
)
|
|||
Sales and marketing
|
195
|
|
|
197
|
|
|
(2
|
)
|
|
(0.8
|
)
|
|
0.46
|
|
|
0.49
|
|
|
(4.8
|
)
|
|||
Maintenance materials and repairs
|
467
|
|
|
427
|
|
|
40
|
|
|
9.3
|
|
|
1.11
|
|
|
1.05
|
|
|
4.9
|
|
|||
Other operating expenses
|
691
|
|
|
650
|
|
|
41
|
|
|
6.3
|
|
|
1.64
|
|
|
1.61
|
|
|
1.9
|
|
|||
Total operating expenses
|
$
|
4,448
|
|
|
$
|
3,975
|
|
|
$
|
473
|
|
|
11.9
|
%
|
|
10.56
|
|
|
9.83
|
|
|
7.4
|
%
|
|
Three Months Ended September 30,
|
|
Year-over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year-over-Year Change
|
||||||||||||||||
(percent changes based on unrounded numbers)
|
2017
|
|
2016
|
|
%
|
|
2017
|
|
2016
|
|
%
|
|
|||||||||||
Operational Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue passengers (thousands)
|
10,227
|
|
|
9,953
|
|
|
2.8
|
|
|
|
30,251
|
|
|
28,731
|
|
|
5.3
|
|
|
||||
Revenue passenger miles (RPMs) (millions)
|
12,180
|
|
|
11,905
|
|
|
2.3
|
|
|
|
35,712
|
|
|
34,434
|
|
|
3.7
|
|
|
||||
Available seat miles (ASMs) (millions)
|
14,306
|
|
|
13,796
|
|
|
3.7
|
|
|
|
42,131
|
|
|
40,421
|
|
|
4.2
|
|
|
||||
Load factor
|
85.1
|
%
|
|
86.3
|
%
|
|
(1.2
|
)
|
pts
|
|
84.8
|
%
|
|
85.2
|
%
|
|
(0.4
|
)
|
pts
|
||||
Aircraft utilization (hours per day)
|
11.8
|
|
|
12.2
|
|
|
(3.3
|
)
|
|
|
11.9
|
|
|
12.2
|
|
|
(2.2
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average fare
|
$
|
158.68
|
|
|
$
|
157.87
|
|
|
0.5
|
|
|
|
$
|
156.17
|
|
|
$
|
157.88
|
|
|
(1.1
|
)
|
|
Yield per passenger mile (cents)
|
13.32
|
|
|
13.20
|
|
|
1.0
|
|
|
|
13.23
|
|
|
13.17
|
|
|
0.4
|
|
|
||||
Passenger revenue per ASM (cents)
|
11.34
|
|
|
11.39
|
|
|
(0.4
|
)
|
|
|
11.21
|
|
|
11.22
|
|
|
(0.1
|
)
|
|
||||
Operating revenue per ASM (cents)
|
12.67
|
|
|
12.55
|
|
|
0.9
|
|
|
|
12.48
|
|
|
12.35
|
|
|
1.1
|
|
|
||||
Operating expense per ASM (cents)
|
10.50
|
|
|
9.99
|
|
|
5.2
|
|
|
|
10.56
|
|
|
9.83
|
|
|
7.4
|
|
|
||||
Operating expense per ASM, excluding fuel
(1)
|
8.07
|
|
|
7.86
|
|
|
2.7
|
|
|
|
8.19
|
|
|
7.89
|
|
|
3.7
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Departures
|
90,021
|
|
|
86,801
|
|
|
3.7
|
|
|
|
265,980
|
|
|
253,325
|
|
|
5.0
|
|
|
||||
Average stage length (miles)
|
1,069
|
|
|
1,091
|
|
|
(2.0
|
)
|
|
|
1,072
|
|
|
1,099
|
|
|
(2.5
|
)
|
|
||||
Average number of operating aircraft during period
|
234.3
|
|
|
219.6
|
|
|
6.7
|
|
|
|
231.7
|
|
|
217.8
|
|
|
6.4
|
|
|
||||
Average fuel cost per gallon, including fuel taxes
|
$
|
1.69
|
|
|
$
|
1.48
|
|
|
14.6
|
|
|
|
$
|
1.66
|
|
|
$
|
1.37
|
|
|
21.9
|
|
|
Fuel gallons consumed (millions)
|
205
|
|
|
198
|
|
|
3.3
|
|
|
|
598
|
|
|
573
|
|
|
4.3
|
|
|
||||
Average number of full-time equivalent crewmembers
|
|
|
|
|
|
|
|
17,051
|
|
|
15,521
|
|
|
9.9
|
|
|
|
Payments due in
|
||||||||||||||||||||||||||
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Debt and capital lease obligations
(1)
|
$
|
1,464
|
|
|
$
|
67
|
|
|
$
|
245
|
|
|
$
|
255
|
|
|
$
|
209
|
|
|
$
|
187
|
|
|
$
|
501
|
|
Lease commitments
|
1,226
|
|
|
43
|
|
|
169
|
|
|
148
|
|
|
128
|
|
|
115
|
|
|
623
|
|
|||||||
Flight equipment purchase obligations
|
7,622
|
|
|
343
|
|
|
814
|
|
|
1,019
|
|
|
1,350
|
|
|
1,466
|
|
|
2,630
|
|
|||||||
Other obligations
(2)
|
2,490
|
|
|
373
|
|
|
343
|
|
|
322
|
|
|
299
|
|
|
204
|
|
|
949
|
|
|||||||
Total
|
$
|
12,802
|
|
|
$
|
826
|
|
|
$
|
1,571
|
|
|
$
|
1,744
|
|
|
$
|
1,986
|
|
|
$
|
1,972
|
|
|
$
|
4,703
|
|
Reconciliation of Operating Expense per ASM, excluding fuel
|
||||||||||||||||||||||||
(in millions; per ASM data in cents)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
|
$
|
|
per ASM
|
||||||||||
Total operating expenses
|
$
|
1,503
|
|
|
10.50
|
|
|
1,378
|
|
|
9.99
|
|
|
4,448
|
|
|
10.56
|
|
|
3,975
|
|
|
9.83
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Aircraft fuel and related taxes
|
347
|
|
|
2.42
|
|
|
293
|
|
|
2.13
|
|
|
994
|
|
|
2.36
|
|
|
782
|
|
|
1.94
|
|
|
Other non-airline expenses
|
1
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
0.01
|
|
|
1
|
|
|
—
|
|
|
Operating expenses, excluding fuel
|
$
|
1,155
|
|
|
8.07
|
|
|
1,085
|
|
|
7.86
|
|
|
3,451
|
|
|
8.19
|
|
|
3,192
|
|
|
7.89
|
|
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
|
||||
July 2017
|
|
1.4
|
|
|
(1)
|
|
1.4
|
|
|
$
|
130
|
|
September 2017
|
|
6.9
|
|
|
(2)
|
|
6.9
|
|
|
$
|
—
|
|
Total
|
|
8.3
|
|
|
|
|
8.3
|
|
|
|
Exhibit Number
|
|
Exhibit
|
10.1*
|
|
|
12.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
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
|
(*)
|
|
Pursuant to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
|
|
|
(Registrant)
|
||||
|
|
|
|
|||||
Date:
|
|
October 27, 2017
|
|
|
|
By:
|
|
/s/ Alexander Chatkewitz
|
|
|
|
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)
|
A.
|
JetBlue and IAE desire to amend the GTA for the purpose of adding fifteen (15) incremental A321ceo aircraft;
|
B.
|
JetBlue and IAE desire to amend the GTA for the purpose of adding the option to purchase two (2) incremental V2533-A5 spare engines; and
|
C.
|
JetBlue and IAE also desire to extend certain terms of the GTA to the Engines installed on the 2017 Incremental Aircraft and to the 2017 Incremental Option Spare Engines.
|
1.
|
Agreement to Purchase
|
1.1.
|
Sections 2.2.5 and 2.2.6 are hereby added to the GTA as follows:
|
“2.2.5
|
JetBlue hereby agrees to purchase from the Aircraft Manufacturer a firm and unconditional order of fifteen (15) new A321 Family Aircraft (“
2017 Incremental Aircraft
”) powered by new V2533-A5 Engines for delivery according to the schedule set forth in Exhibit B-1 to this Agreement, as amended from time to time. Such Engines installed on the 2017 Incremental Aircraft will be [***].
|
2.2.6
|
IAE hereby grants JetBlue the option to purchase up to two (2) new V2533-A5 [***] spare Engines (the “
2017 Incremental Option Spare Engines
”) for delivery no later than [***], 2019 and in accordance with the schedule set forth in Exhibit B-2 to this Agreement. Such 2017 Incremental Option Spare Engines will be [***]. If JetBlue desires to exercise one or both options, JetBlue will provide IAE with written notice no less than [***] prior to the requested delivery date, and such request will be [***].
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
2.
|
2017 Incremental Aircraft
|
2.1.
|
The Deemed Shipset Price of the 2017 Incremental Aircraft, expressed in [***] United States Dollars, is as follows:
|
Aircraft (Engine) Type
|
Deemed Shipset Price
(
[***]
US$)
|
A321 (V2533-A5)
|
US$[***]
|
2.2.
|
[***]
|
3.
|
2017 Incremental Option Spare Engines
|
3.1.
|
The Unit Base Price of the 2017 Incremental Option Spare Engines, expressed in [***] United States Dollars, and which will be escalated [***], is as follows:
|
Engine Model
|
Unit Base Price
(
[***]
US$)
|
V2533-A5
|
US$[***]
|
3.2.
|
[***]
|
4.
|
Aircraft Delivery Schedule
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
5.
|
Purchased Items, Price, Escalation Formula and Delivery
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
JETBLUE AIRWAYS CORPORATION
|
||||
|
||||
By:
|
/s/ Steve Priest
|
|||
|
||||
Typed Name:
|
Steve Priest
|
|||
|
||||
Title:
|
Chief Financial Officer
|
|||
|
||||
Date:
|
August 15, 2017
|
IAE INTERNATIONAL AERO ENGINES AG
|
||||
|
||||
By:
|
/s/ Katielai G. Sevigny
|
|||
|
||||
Typed Name:
|
Katielai G. Sevigny
|
|||
|
||||
Title:
|
Assistant Secretary
|
|||
|
||||
Date:
|
August 15, 2017
|
•
|
R
denotes the Incremental Firm Aircraft as defined in Side Letter 37 and the 2014 Incremental Aircraft as defined in Amendment No. 1 that will be treated as [***] in accordance with Side Letter 17, Side Letter No. 37, and Amendment No. 1 to the GTA.
|
•
|
* denotes Firm Aircraft that have received or will receive the $[***] ([***]$) spare parts credit as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25 and Side Letter 37.
|
•
|
** denotes Firm Aircraft that have received or will receive the $[***] ([***]$) spare parts credit as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25 and Side Letter 37.
|
•
|
t
denotes Firm Aircraft that have received or will receive the both the $[***] ([***]$) and $[***] ([***]$) the spare parts credits and as set forth in Section 7 of Side Letter No. 13 or Section 7 of Side Letter No. 17, as applicable, and as amended by Side Letter No. 25 and Side Letter 37.
|
•
|
Delivered Aircraft are indicated by
italics
typeface.
|
•
|
Applicable escalation formulae, indicated for the calculation of Fleet Introductory Assistance credits, are in accordance with Side Letter No. 13 and Side Letter No. 17 to the Agreement, as amended by Side Letter No. 25 to the Agreement and Side Letter 37.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
•
|
Delivered Firm Spare Engines are indicated by
italics
typeface.
|
•
|
Applicable escalation formulae, indicated for the calculation of Spare Engine pricing and credits, are in accordance with Side Letter No. 13 and Side Letter No. 17 to the Agreement, as amended by Side Letter No. 25 and Side Letter No. 37 to the Agreement.
|
•
|
Delivery of the 2017 Incremental Option Spare Engines to be no later than [***], 2019.
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
Rank No.
|
Engine Model
|
Base Contract Price (US$)
|
Base Month
|
Qty
|
Applicable
Escalation
|
Contracted Delivery Date
|
No. 1
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-99
|
No. 2
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-00
|
No. 3
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-01
|
No. 4
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-02
|
No. 5
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-02
|
No. 6
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-03
|
No. 7
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-04
|
No. 8
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-05
|
No. 9
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-05
|
No. 10
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-06
|
No. 11
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]-
06
|
No. 12
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-07
|
No. 13
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-07
|
No. 14
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-07
|
No. 15
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-07
|
No. 16
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-07
|
No. 17
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-08
|
No. 18
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-08
|
No. 19
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-09
|
No. 20
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-10
|
No. 21
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-10
|
No. 22
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-10
|
No. 23
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula I
|
[***]
-11
|
No. 24
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-11
|
No. 25
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-11
|
No. 26
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-11
|
No. 27
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-12
|
No. 28
|
V2527-A5
|
[***]
|
[***]
|
1
|
Formula II
|
[***]
-12
|
No. 29
|
V2533-A5
|
[***]
|
[***]
|
1
|
Formula II
|
TBD*
|
No. 30
|
V2533-A5
|
[***]
|
[***]
|
1
|
Formula II
|
TBD*
|
[***]
|
Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
293
|
|
|
$
|
330
|
|
|
$
|
751
|
|
|
$
|
942
|
|
Less: Capitalized interest
|
(3
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
48
|
|
|
56
|
|
|
145
|
|
|
164
|
|
||||
Amortization of capitalized interest
|
2
|
|
|
1
|
|
|
4
|
|
|
3
|
|
||||
Adjusted earnings
|
$
|
340
|
|
|
$
|
385
|
|
|
$
|
892
|
|
|
$
|
1,103
|
|
Fixed charges:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
22
|
|
|
$
|
27
|
|
|
$
|
69
|
|
|
$
|
82
|
|
Amortization of debt costs
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Rent expense representative of interest
|
25
|
|
|
28
|
|
|
72
|
|
|
79
|
|
||||
Total fixed charges
|
$
|
48
|
|
|
$
|
56
|
|
|
$
|
144
|
|
|
$
|
164
|
|
Ratio of earnings to fixed charges
(1)
|
7.12
|
|
|
6.87
|
|
|
6.18
|
|
|
6.72
|
|
||||
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 27, 2017
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of JetBlue Airways Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 27, 2017
|
|
By:
|
/s/ STEVE PRIEST
|
|
|
|
|
|
Chief Financial Officer
|
|
Date:
|
October 27, 2017
|
|
By:
|
/s/ ROBIN HAYES
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
October 27, 2017
|
|
By:
|
/s/ STEVE PRIEST
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|