false0001158463 0001158463 2020-07-16 2020-07-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2020
JETBLUE-LOGOC03.JPG
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
000-49728
87-0617894
(State or other jurisdiction of incorporation)
 (Commission File Number)
(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 or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
JBLU
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

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. ☐



Item 1.01 Entry into a Material Definitive Agreement.

Northeast Alliance Agreement. On July 15, 2020 (the “Effective Date”), JetBlue Airways Corporation (“JetBlue”) entered into a Northeast Alliance Agreement (the “NEA Agreement”) with American Airlines, Inc. (“American” and together with JetBlue, the “Carriers” and each a “Carrier”) that creates a marketing alliance (the “NEA”) designed to optimize each Carrier’s network through certain flights operated by each Carrier to and from John F. Kennedy International Airport, LaGuardia Airport, Newark Liberty International Airport and Boston Logan International Airport (collectively, the “NEA Airports”). In connection with the entry into the NEA, the Carriers have also entered into a Codeshare Agreement (the “Codeshare Agreement”) and a Mutual Growth Incentive Agreement (the “MGIA” and, together with the Codeshare Agreement and any other agreements the Carriers enter into in connection with the NEA, the “Related Agreements”), both effective as of the Effective Date.
The Carriers have agreed to use their commercially reasonable efforts to optimize services on certain routes operated by each Carrier to or from the NEA Airports, including on codeshared flights between the Carriers, to, among other things, maximize customer convenience including by minimizing connecting customer waiting time; provided that each Carrier shall maintain independent decision-making on pricing, capacity and network management. In addition, the NEA Agreement provides that the Carriers will implement sales and marketing opportunities to facilitate the delivery of improved customer benefits and consider opportunities to better utilize each Carrier’s assets at the NEA Airports.
The initial term of the NEA Agreement is seven years from the Effective Date, but, in certain circumstances, the initial term may be extended to ten years from the Effective Date, and thereafter, unless the NEA Agreement is terminated or otherwise expires in accordance with its terms, the NEA Agreement will automatically renew for successive five year terms. The NEA also includes provisions pursuant to which it can be terminated under other circumstances, in certain cases, upon payment of a substantial termination fee or, in certain circumstances, as a result of certain changes to the NEA that may be required in connection with the regulatory review process.
Codeshare Agreement. In connection with the entry into the NEA Agreement, the Carriers entered into the Codeshare Agreement. The Codeshare Agreement provides for customary provisions regarding the operation of each Carrier’s codeshared flights, which includes all routes flown by each Carrier from the NEA Airports, other than JetBlue’s future transatlantic routes. The Codeshare Agreement is non-exclusive and does not preclude either Carrier from entering into or maintaining marketing relationships, including codeshares, with other airlines; however, JetBlue is restricted from placing its code on the flights of certain large U.S. airlines, or permiting certain large U.S. airlines to place their codes on JetBlue-operated flights. These restrictions do not apply to JetBlue’s existing codeshare partners. The Codeshare Agreement will be effective as of the Effective Date, with the implementation of the Codeshare Agreement subject to a number of conditions precedent, including, among other, receipt of necessary government approvals and necessary registrations.
Mutual Growth Incentive Agreement. In connection with the entry into the NEA Agreement, the Carriers also entered into the MGIA. The MGIA provides the terms of the payments between the Carriers in connection with the transactions contemplated by the NEA The MGIA shall remain in effect so long as the NEA Agreement remains in effect and can only be terminated in accordance with the NEA Agreement.
The foregoing descriptions of the NEA Agreement, the Codeshare Agreement, and the MGIA constitute only a summary thereof and each is qualified in its entirety by reference to the text thereof, which JetBlue intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
Item 7.01 Regulation FD Disclosure.

JetBlue issued a press release on July 16, 2020 in connection with it entering into the NEA, Codeshare Agreement and MGIA with American. The copy of this press release is furnished herewith as Exhibit 99.1.
The information included under Item 7.01 of this report (including the exhibits) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits



 
 
 
Exhibit
Number
  
Description
99.1
  
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Statements in this release (or otherwise made by JetBlue or on JetBlue’s behalf) contain various forward-looking statements within the meaning of 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, including related to the entry into the NEA Agreement, Codeshare Agreement and MGIA. 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; our significant fixed obligations and substantial indebtedness; volatility in fuel prices, maintenance costs and interest rates; our reliance on high daily aircraft utilization; our ability to implement our growth strategy; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on a limited number of suppliers, including for aircraft, aircraft engines and parts and vulnerability to delays by those suppliers; 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 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 domestic or foreign government regulation, including new or increased tariffs; 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 air travel; the impact of infectious diseases that affects demand for air travel or travel behavior, such as the ongoing impact of the coronavirus; 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.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Further information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to, the Company's 2019 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. In light of these risks and uncertainties, the forward-looking events discussed in this release might not occur. Our forward-looking statements speak only as of the date of this release. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. 





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:
July 16, 2020
By:
/s/ Alexander Chatkewitz
 
 
 
Vice President, Controller, and Chief Accounting Officer
(Principal Accounting Officer)





JETBLUE AND AMERICAN AIRLINES ANNOUNCE STRATEGIC PARTNERSHIP TO CREATE MORE COMPETITIVE OPTIONS AND CHOICE FOR CUSTOMERS IN THE NORTHEAST 

Travelers will now have seamless access to both airlines’ domestic and international networks


NEW YORK and FORT WORTH, Texas — JetBlue Airways Corp. (NASDAQ: JBLU) and American Airlines Group Inc. (NASDAQ: AAL) today announced a strategic partnership that will create seamless connectivity for travelers in the Northeast and more choice for customers across their complementary domestic and international networks. In addition, the relationship will accelerate each airline’s recovery as the travel industry adapts to new trends as a result of the pandemic.

The partnership includes an alliance agreement that proposes codeshare and loyalty benefits that will enhance each carriers’ offerings in New York and Boston, providing strategic growth and driving value for customers and crewmembers of both airlines. Customers will experience a number of benefits from the new partnership, including:

•
New and expanded routes: The partnership enables new strategic growth opportunities for both airlines. As a result, American will launch international service from New York (JFK) to Tel Aviv (TLV) and to Athens (ATH) and JFK to Rio De Janeiro (GIG) will return as a daily seasonal route in winter 2021, in addition to continuing to serve popular long-haul destinations like London (LHR) and Madrid (MAD). JetBlue will also accelerate its growth in key cities, bringing its award-winning service to more customers. JetBlue will grow in greater New York City, adding flights at LaGuardia (LGA) and Newark (EWR), while also increasing its presence at JFK for seamless connections to American’s expanded international network. JetBlue plans to enhance service to strategic markets on the East Coast, West Coast, and in the Southeast, building on JetBlue's recently announced service between EWR and nine markets, including Mint® service to Los Angeles (LAX) and San Francisco (SFO).

•
More choice and loyalty benefits: Through their integrated networks, JetBlue and American will operate reciprocal codeshare flights, giving customers new options with improved schedules, competitive fares and nonstop access to more domestic and international destinations. JetBlue will gain connectivity to more U.S. destinations, a broad global network and an improved frequent flyer proposition, while American will complement JetBlue’s improved and expanded service with new international routes. JetBlue and American loyalty members will also enjoy new benefits while the carriers are exploring additional premium experiences for customers.

•
Seamless experience: Customers will enjoy a seamless experience across both airlines, including the ability to book a single itinerary on either website, convenient connections and an improved on-the-ground experience — resulting in a compelling proposition for both leisure and corporate customers. Additionally, customers seeking more comfort in transcontinental service will have access to both JetBlue’s Mint and American’s three-class Transcon service.

“Pairing JetBlue’s domestic network with American’s international route map creates a new competitive choice in the Northeast, where customers are longing for an alternative to the dominant network carriers,” said Joanna Geraghty, President and Chief Operating Officer, JetBlue. “This partnership with American is the next step in our plan to accelerate our coronavirus recovery, get our crewmembers and our aircraft flying again, and fuel JetBlue’s growth into the future.”

“This is an incredible opportunity for both of our airlines,” said American Airlines President Robert Isom. “American has a strong history in the Northeast, and we’re proud to partner with JetBlue as the latest


chapter in that long history. Together, we can offer customers an industry-leading product in New York and Boston with more flights and more seats to more cities.”

New routes from the Northeast
The partnership between American and JetBlue enables sustainable international growth for customers in the Northeast from JFK, which will continue to complement the robust international service from Philadelphia (PHL), for even more options.
Upon the implementation of the alliance agreement, American intends to launch service between JFK and TLV and will introduce new seasonal service between JFK and ATH next summer, to meet the strong local demand. The new nonstop service to TLV and ATH from JFK will be the first long-haul international flights that American has launched from New York in more than four years. American will also operate daily seasonal service to GIG beginning in winter 2021 during the peak summer travel period in Rio de Janeiro. And, once the coronavirus pandemic has ended, the new partnership is certain to facilitate American adding new long-haul markets in Europe, Africa, India and South America
As New York’s Hometown Airline®, JetBlue plans to increase flying out of New York’s three major airports, bringing its award-winning experience to more customers. Its growth at JFK will be aimed at offering even more connection opportunities to American’s growing international network of destinations. From both New York and Boston, JetBlue plans to enhance service to strategic markets, including those on the East Coast, West Coast, and in the Southeast. This will further build on JetBlue’s recently announced growth between EWR and nine markets, including Mint service to LAX and SFO.

More choice and loyalty benefits: Codeshare creates more options for customers
JetBlue and American will begin a new codeshare relationship, giving customers seamless access to more destinations, including international service. The codeshare will introduce JetBlue customers to more than 60 new routes operated by American and will introduce American’s customers to more than 130 new routes operated by JetBlue. Codesharing allows customers to book a single itinerary combining flights from both airlines, which will result in a one-stop check-in experience and seamless flight connections from origin to destination.

“JetBlue customers will have more routes and destinations to choose from through American Airlines’ extensive global network,” said Scott Laurence, head of revenue and planning, JetBlue. “Together we will offer customers better options than either of us could alone. This partnership enables JetBlue to bring our low fares and great service to even more customers by expanding our presence in our hometown, growing relevance in Boston, and supporting our successful Mint franchise.”

“Leisure travel is important to our customers, and JetBlue’s network paired with their award-winning service, are the perfect fit,” said Vasu Raja, Chief Revenue Officer at American Airlines. “Both airlines’ customers value access to more destinations, whether it’s a JetBlue customer who wants more direct access to South America from New York, or an American customer who wants more robust service to Florida. Together, we can give our customers the best of both worlds.”
    
Exceptional experience: Industry-leading products and enhancements to existing service
JetBlue and American will offer customers more options on Transcon service from New York to the West Coast. American’s popular three-class service on the Airbus A321T will join JetBlue with its Mint premium experience and thoughtful core seating.

The premium experience will also be expanded to the fleet. American intends to operate more dual-class regional aircraft featuring first class beginning next year, providing the premium experience customers in the Northeast prefer.



JetBlue is not joining oneworld® or the AA/IAG Atlantic Joint Business Agreement and will continue with plans to independently launch and operate transatlantic flights to London in 2021.

The implementation of the alliance agreement and other arrangements described herein is subject to the negotiation and execution of definitive documentation and governmental review.

Statements in this press release contain various forward-looking statements within the meaning of 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, those listed in our U.S. Securities and Exchange Commission filings, matters of which we may not be aware and the impact of infectious diseases that affects demand for air travel or travel behavior, such as the ongoing impact of the coronavirus (“COVID-19”). Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Further information concerning these and other factors is contained in JetBlue’s Securities and Exchange Commission filings, including but not limited to, JetBlue’s 2019 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur. Our forward-looking statements speak only as of the date of this press release or as of the dates so indicated. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
About JetBlue Airways
JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San Juan. JetBlue carries customers across the U.S., Caribbean, and Latin America. For more information, visit jetblue.com.
About American Airlines Group
American’s purpose is to care for people on life’s journey. Shares of American Airlines Group Inc. trade on Nasdaq under the ticker symbol AAL and the company’s stock is included in the S&P 500. Learn more about what’s happening at American by visiting news.aa.com and connect with American on Twitter @AmericanAir and at Facebook.com/AmericanAirlines.