JetBlue Airlines 2008 Annual Report Download

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2008

Table of contents

  • Page 1
    2008

  • Page 2
    ... we have a tremendous advantage being based in New York, the largest travel market in the world, and Terminal 5 gives us the opportunity to provide superior customer service on the ground that matches our award-winning experience in the air. We continue to strengthen the JetBlue brand, and our 11...

  • Page 3
    ..., coupled with our service to JFK, LaGuardia, Newark and Stewart, further bolsters our position as New York's true hometown airline. During 2008, we commenced our marketing partnership with Aer Lingus, which enables customers to book a single reservation on the Aer Lingus website between Ireland and...

  • Page 4
    ... ability to deliver exceptional customer service at low cost differentiates us from the rest of the industry. We have continued our efforts to increase productivity, ending the year with 70 full-time equivalent employees, or FTEs, per aircraft, compared to 74 at the end of 2007. We also invested in...

  • Page 5
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  • Page 6
    ... the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes n No ≤ The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2008 was approximately $837,900,000 (based on the last reported sale price on the NASDAQ...

  • Page 7
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  • Page 8
    ... Area...Our Industry ...Competition ...Route Network ...Marketing and Distribution...Customer Loyalty Program ...Maintenance ...Aircraft Fuel ...LiveTV, LLC ...Government Regulation ...Risk Factors ...Risks Related to JetBlue ...Risks Associated with the Airline Industry ...Unresolved Staff Comments...

  • Page 9
    ... from those expressed in the forwardlooking statements. Potential factors that could affect our results include, in addition to others not described in this report, those described in Item 1A of this report under "Risks Related to JetBlue" and "Risks Associated with the Airline Industry." In light...

  • Page 10
    ...value airline" - based on service, style, and cost. Known for its award-winning customer service and free TV as much as for its low fares, JetBlue believes it offers its customers the best coach product in markets it serves, with a strong core product and reasonably priced optional upgrades. JetBlue...

  • Page 11
    ... a greater number of flights and available seat miles. For the year ended December 31, 2008, our aircraft operated an average of 12.1 hours per day, which we believe is the highest among all major U.S. airlines. Our airport operations allow us to schedule our aircraft with minimum ground time. Low...

  • Page 12
    ... year in a row, the "Best Inflight Entertainment Experience in the Americas" by the World Airline Entertainment Association Avion Awards. Strength of Our People. We believe that we have developed a strong and vibrant service-oriented company culture built around our five key values: safety, caring...

  • Page 13
    ... in the cost structures, and the competitive advantage previously enjoyed by low-cost airlines, has diminished. Competition The airline industry is highly competitive. Airline profits are sensitive to even slight changes in fuel costs, average fare levels and passenger demand. Passenger demand and...

  • Page 14
    ... route structure and lower operating costs, which could enable them to compete more aggressively. Price competition occurs through price discounting, fare matching, increased capacity, targeted sale promotions and frequent flyer travel initiatives, all of which are usually matched by other airlines...

  • Page 15
    ...of our 2008 sales through our 800-JETBLUE channel, staffed by our home-sourced reservations agents. Our re-entry into GDSs in 2007 has supported our growth in the corporate market, as business customers are more likely to book through a GDS, and while the cost of sales through this channel is higher...

  • Page 16
    ... website designed to meet customers demand for self-directed packaged travel planning. Getaways packages offer competitive fares for air travel on JetBlue, a selection of JetBlue-recommended hotels and resorts, car rentals and attractions. We also offer a la carte hotel and car rental reservations...

  • Page 17
    ...we can neither control nor accurately predict. We use a third party fuel management service to procure most of our fuel. Our historical fuel consumption and costs were: Year Ended December 31, 2008 2007 2006 Gallons consumed (millions) ...Total cost (millions) ...Average price per gallon ...Percent...

  • Page 18
    ...few years, JFK has become increasingly busy and the significant increase in arrivals and departures has created peak periods that regularly overload the current Air Traffic Control, or ATC, system. ATC ground delay programs at the New York metropolitan area airports have become the rule, rather than...

  • Page 19
    ... to limit noise, which can include limits on the number of hourly or daily operations and the time of such operations. These limitations serve to protect the local noise-sensitive communities surrounding the airport. Our scheduled flights at Long Beach and San Diego are in compliance with the noise...

  • Page 20
    ... 1A. RISK FACTORS Risks Related to JetBlue We operate in an extremely competitive industry. The domestic airline industry is characterized by low profit margins, high fixed costs and significant price competition. We currently compete with other airlines on all of our routes. Many of our competitors...

  • Page 21
    ... fuel prices, the competitive pricing environment and other cost increases, it has become increasingly difficult to fund our growth profitably. As a result, in 2006 we began modifying our growth plans by deferring some of our scheduled deliveries of new aircraft, selling or terminating our leases...

  • Page 22
    ... will stabilize the markets or increase liquidity and the availability of credit. Although we believe that debt, lease financing, and/or other fixed obligations should be available for our aircraft deliveries, prospective purchasers of our aircraft, and other areas of our business, we cannot assure...

  • Page 23
    ... public perception of New York City, terrorist attacks or significant price increases linked to increases in airport access costs and fees imposed on passengers. Any non-performance of the building's critical systems at Terminal 5, such as baggage sortation, information technology, or customer...

  • Page 24
    ... to deposit additional reserves with one or more of our major processors, the negative impact on our liquidity could be significant, which could materially adversely affect our business. Our maintenance costs will increase as our fleet ages. Because the average age of our aircraft is 3.6 years, our...

  • Page 25
    ... and any published reports or analyses regarding JetBlue. In that event, the price of our common stock could decline, perhaps substantially. We are subject to the risks of having a limited number of suppliers for our aircraft, engines and a key component of our in-flight entertainment system. Our...

  • Page 26
    ...plans and generally reduce their cost structure. Since 2005, the U.S. airline industry has experienced significant consolidation and liquidations. Current unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures, and increased...

  • Page 27
    ... 2010 2011 2012 2013 2014 2015 2016 3 3 5 13 13 12 9 - 58 8 3 4 10 12 12 11 10 70 11 6 9 23 25 24 20 10 128 - - 3 4 7 4 4 - 22 - 8 11 12 14 21 20 - 86 - 8 14 16 21 25 24 - 108 In September 2008, we executed a purchase agreement relating to the sale of four new EMBRAER 190 aircraft scheduled...

  • Page 28
    ... option five years prior to the end of the scheduled lease term. Our West Coast operations are based at Long Beach Municipal Airport, which serves the Los Angeles area. Our operations at Boston's Logan International Airport are based at Terminal C, where we currently operate nine gates and 28 ticket...

  • Page 29
    ... was employed by American Airlines, Inc. from 1985 through 2003, most recently as Managing Director of Systems Operations Control. Edward Barnes, age 44, is our Executive Vice President and Chief Financial Officer, a position he has held since November 2007. Mr. Barnes joined us in October 2006 as...

  • Page 30
    ... FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NASDAQ Global Select Market under the symbol JBLU. The table below shows the high and low sales prices for our common stock. High Low 2007 Quarter Ended March 31...

  • Page 31
    .../08 JetBlue Airways Corporation S&P 500 Stock Index AMEX Airline Index(1) $100 100 100 $ 88 109 98 $ 87 112 89 $ 80 128 95 $ 33 132 56 $38 81 40 (1) As of December 31, 2008, the AMEX Airline Index consisted of Alaska Air Group Inc., AMR Corporation, Continental Airlines Inc., Delta Air Lines...

  • Page 32
    ... temporary terminal facility at JFK. (3) In 2008, 2007, and 2006, we sold nine, three, and five Airbus A320 aircraft, respectively, which resulted in gains of $23 million, $7 million, and $12 million, respectively. In 2005, we wrote-off $6 million in development costs relating to a maintenance and...

  • Page 33
    ...Airline operating expense per ASM (cents) (6) ...Departures ...Average stage length (miles)...Average number of operating aircraft during period ...Average fuel cost per gallon ...Fuel gallons consumed (millions) ...Percent of sales through jetblue.com during period ...Full-time equivalent employees...

  • Page 34
    ... hours operated per day per aircraft for the total fleet of aircraft. "Average fare" represents the average one-way fare paid per flight segment by a revenue passenger. "Yield per passenger mile" represents the average amount one passenger pays to fly one mile. "Passenger revenue per available seat...

  • Page 35
    ... award-winning customer service primarily on point-to-point routes at competitive fares. Our value proposition includes operating a young, fuel efficient fleet with more legroom than any other domestic airline's coach product, free in-flight entertainment, pre-assigned seating, unlimited snacks...

  • Page 36
    ... traveled at all. In addition to our regular fare structure, we frequently offer sale fares with shorter advance purchase requirements in most of the markets we serve and match the sale fares offered by other airlines. In 2008, we introduced our Even More Legroom, or EML, seats, an optional upgrade...

  • Page 37
    ... new EMBRAER 190 aircraft to our operating fleet, offset by the planned lease return of one of our Airbus A320 aircraft during the year and the sale of two of our EMBRAER 190 aircraft in January 2009. Assuming fuel prices of $1.99 per gallon, net of effective hedges, our cost per available seat mile...

  • Page 38
    ... 9% more average aircraft in-service. Operating expenses per available seat mile increased 21% to 10.11 cents. Excluding fuel, our cost per available seat mile increased 9% in 2008. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers): Year Ended...

  • Page 39
    ... related to our new terminal at JFK in 2008. Cost per available seat mile was 15% higher due to the asset write-off. Aircraft rent increased 4%, or $5 million, due to operating an average of five more aircraft under operating leases in 2008 compared to 2007. Cost per available seat mile increased...

  • Page 40
    ... 2006. Cost per available seat mile increased 5% as a result of the 2007 pilot pay increases and profit sharing. Landing fees and other rents increased 14%, or $22 million, due to a 24% increase in departures over 2006 and increased airport rents associated with opening five new cities in 2007. Cost...

  • Page 41
    ... website and our agents (76% and 16% in 2007, respectively). Maintenance materials and repairs increased 21%, or $19 million, due to 21 more average operating aircraft in 2007 compared to 2006 and a gradual aging of our fleet. Cost per available seat mile increased 9%, primarily due to an increase...

  • Page 42
    ...) Airline operating expense per ASM (cents) (4) ...Departures ...Average stage length (miles) ...Average number of operating aircraft during period. Average fuel cost per gallon ...Fuel gallons consumed (millions)...Percent of sales through jetblue.com during period . Full-time equivalent employees...

  • Page 43
    ...Cash flows from operations in 2007 compared to 2006 increased due to the growth of our business. We rely primarily on cash flows from operations to provide working capital for current and future operations. At December 31, 2008, we had two lines of credit, totaling $163 million secured by all of our...

  • Page 44
    ... institutions secured by six aircraft, (5) proceeds of two lines of credit totaling $163 million collateralized by our ARS, (6) reimbursement of construction costs incurred for our new terminal at JFK of $138 million, (7) the financing of four spare engine purchases of $26 million, (8) the sale and...

  • Page 45
    ...the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as the extreme volatility in fuel prices, the current economic recession and global credit and liquidity crisis, weather-related disruptions, the impact...

  • Page 46
    ... months prior to the scheduled delivery date for those aircraft not on firm order. In October 2008, we began operating out of our new Terminal 5 at JFK, or Terminal 5, which we had been constructing since November 2005. The construction and operation of this facility is governed by a lease agreement...

  • Page 47
    ... scheduled service or 12 months from the issuance of the customer credit. Revenue is recognized when transportation is provided or when a ticket or customer credit expires. We also defer in the air traffic liability, an estimate for customer credits issued in conjunction with the JetBlue Airways...

  • Page 48
    ...Changing market prices of new and used aircraft, government regulations and changes in our maintenance program or operations could result in changes to these estimates. The amortization of our purchased technology, which resulted from our acquisition of LiveTV in 2002, is based on the average number...

  • Page 49
    ... (3) cash flow designation for each hedging transaction executed, to be developed concurrently with the hedging transaction. This documentation requires that we estimate forward aircraft fuel prices since there is no reliable forward market for aircraft fuel. These prices are developed through the...

  • Page 50
    ... financial statements for accounting policies and additional information. Aircraft fuel. Our results of operations are affected by changes in the price and availability of aircraft fuel. To manage the price risk, we use crude or heating oil option contracts or swap agreements. Market risk is...

  • Page 51
    ...SUPPLEMENTARY DATA JETBLUE AIRWAYS CORPORATION CONSOLIDATED BALANCE SHEETS (In millions, except share data) December 31, 2008 2007 ASSETS CURRENT ASSETS Cash and cash equivalents ...Investment securities ...Receivables, less allowance (2008-$5; 2007-$2) ...Inventories, less allowance (2008-$4; 2007...

  • Page 52
    JETBLUE AIRWAYS CORPORATION CONSOLIDATED BALANCE SHEETS (In millions, except share data) December 31, 2008 2007 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable ...Air traffic liability ...Accrued salaries, wages and benefits ...Other accrued liabilities ...Short-term ...

  • Page 53
    JETBLUE AIRWAYS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts) Year Ended December 31, 2008 2007 2006 OPERATING REVENUES Passenger ...Other ...Total operating revenues ...OPERATING EXPENSES Aircraft fuel ...Salaries, wages and benefits ...Landing fees and ...

  • Page 54
    ...: Deferred income taxes ...Depreciation ...Amortization ...Stock-based compensation ...Gains on sale of flight equipment and extinguishment of debt Collateral posted on derivative instruments ...Auction rate securities impairment, net ...Restricted cash held for business partners ...Changes in...

  • Page 55
    JETBLUE AIRWAYS CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Accumulated Other Additional Common Common Treasury Treasury Paid-In Retained Comprehensive Capital Earnings Income (Loss) Shares Stock Shares Stock Total Balance at December 31, 2005 ...Net loss ...Change in...

  • Page 56
    ...31, 2008 JetBlue Airways Corporation is an innovative passenger airline that provides award winning customer service at competitive fares primarily on point-to-point routes. We offer our customers a high quality product with young, fuel-efficient aircraft, leather seats, free in-flight entertainment...

  • Page 57
    ...use a specific identification method to determine the cost of the securities. At December 31, 2008 investment securities, excluding fuel hedge derivatives, were transferred to trading securities and consisted of $244 million in student loan bonds and at December 31, 2007 were classified as available...

  • Page 58
    ... related flight hours or cycles are incurred. Advertising Costs: Advertising costs, which are included in sales and marketing, are expensed as incurred. Advertising expense in 2008, 2007 and 2006 was $52 million, $41 million and $40 million, respectively. Loyalty Program: We account for our customer...

  • Page 59
    ..., 2008. We are currently evaluating the impact of adoption of SFAS 161. Note 2-Long-term Debt, Short-term Borrowings and Capital Lease Obligations Long-term debt and the related weighted average interest rate at December 31, 2008 and 2007 consisted of the following (in millions): 2008 2007 Secured...

  • Page 60
    ... is based on three month LIBOR plus a margin. Interest is payable quarterly. (4) In December 2006, the New York City Industrial Development Agency issued special facility revenue bonds for JFK and, in November 2005, the Greater Orlando Aviation Authority issued special purpose airport facilities...

  • Page 61
    ... shares of JetBlue common stock in a registered public offering and used the short position resulting from the sale of the shares of our common stock to facilitate the establishment of hedge positions by investors in the Debentures offering. The common stock was sold at a price of $3.70 per share...

  • Page 62
    ...2010 ...2011 ...2012 ...2013 ...$152 388 160 161 361 We currently utilize a funding facility to finance aircraft predelivery deposits. This facility allows for borrowings of up to $30 million, of which $20 million was unused as of December 31, 2008. Commitment fees are 0.6% per annum on the average...

  • Page 63
    ... their carrying values. Note 3-Operating Leases We lease aircraft, as well as airport terminal space, other airport facilities, office space and other equipment, which expire in various years through 2035. Total rental expense for all operating leases in 2008, 2007 and 2006 was $243 million, $225...

  • Page 64
    ... on lease execution in 2005, and facility rents that commenced in 2008 when we took beneficial occupancy of Terminal 5. The facility rents are based on the number of passengers enplaned out of the new terminal, subject to annual minimums. The PANYNJ has reimbursed us for the costs of constructing...

  • Page 65
    ... price of the rights. The rights expire on April 17, 2012 and may be redeemed by the Company at a price of $.01 per right prior to the time they become exercisable. As of December 31, 2008, we had a total of 138.8 million shares of our common stock reserved for issuance under our CSPP, our 2002 Plan...

  • Page 66
    ... used to compute the stock-based compensation expense and pro forma information for stock option grants and purchase rights under our CSPP issued for the years ended December 31. 2008 Stock Options 2007 2006 Expected term (years) ...Volatility ...Risk-free interest rate ...Weighted average...

  • Page 67
    ... our Board of Directors, as well as deferred stock units to be granted to members of our Board of Directors. The 2002 Plan became effective following our initial public offering in April 2002. During 2007, we began issuing restricted stock units under the 2002 Plan. These awards will vest in annual...

  • Page 68
    ... 2011. Crewmember Stock Purchase Plan: Our CSPP, which is available to all employees, had 5.1 million shares of our common stock initially reserved for issuance at its inception in April 2002. Through 2008, the reserve automatically increased each January by an amount equal to 3% of the total number...

  • Page 69
    ... over seven years based on the average number of aircraft expected to be in service as of the date of acquisition. Purchased technology will become fully amortized in 2009. Through December 31, 2008, LiveTV had installed in-flight entertainment systems for other airlines on 358 aircraft and had firm...

  • Page 70
    ... reasons (in millions): 2008 2007 2006 Income tax expense (benefit) at statutory rate . . Increase (decrease) resulting from: State income tax, net of federal benefit...Stock-based compensation ...Non-deductible meals ...Non-deductible costs ...Valuation allowance ...Other, net ... ... $(27...

  • Page 71
    ... 31, 2008, our firm aircraft orders consisted of 58 Airbus A320 aircraft, 70 EMBRAER 190 aircraft and 21 spare engines scheduled for delivery through 2016. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and...

  • Page 72
    ... and services. We utilize several credit card processors to process our ticket sales. Our agreements with these processors do not contain covenants, but do generally allow the processor to withhold cash reserves to protect the processor for potential liability for tickets purchased, but not yet used...

  • Page 73
    ... at JFK, which would negatively impact our ability to fully utilize our new Terminal 5 and may result in increased competition. LiveTV provides product warranties to third party airlines to which it sells its products and services. We do not accrue a liability for product warranties upon sale of...

  • Page 74
    ... and liabilities measured at fair value using level 3 inputs (in millions) for the three and twelve months ended December 31, 2008: Auction Rate Securities Put Option related to ARS Interest Rate Swaps Total Balance as of December 31, 2007 ...Transfers in ...Total gains or (losses), realized or...

  • Page 75
    ... income and other. All cash flows related to our fuel hedging derivative instruments classified as cash flow hedges are included in operating cash flows. We are exposed to the effect of changes in the price and availability of aircraft fuel. To manage this risk, we periodically purchase crude...

  • Page 76
    aircraft fuel prices to provide some short-term protection against a sharp increase in average fuel prices. The fair values of our derivative instruments are estimated through the use of standard option value models and/or present value methods with underlying assumptions based on prices observed in...

  • Page 77
    ...accumulated other comprehensive income (loss). At December 31, 2007, 100% of our derivative contracts were designated as cash flow hedges for accounting purposes. We have currently suspended our fuel hedging program and are revising the program in light of current crude oil prices. Note 14-Quarterly...

  • Page 78
    ... information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), JetBlue Airways Corporation's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control...

  • Page 79
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of JetBlue Airways Corporation We have audited JetBlue Airways Corporation's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - ...

  • Page 80
    ...prevented or timely detected. Ernst & Young LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in this Annual Report on Form 10-K, audited the effectiveness of our internal control over financial reporting as of December 31, 2008. Ernst...

  • Page 81
    ... the evaluation of our controls performed during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE...

  • Page 82
    ...-average exercise price of outstanding options, warrants and rights Equity compensation plans approved by security holders ...Equity compensation plans not approved by security holders ...Total ... 29,047,786 - 29,047,786 $12.08 - $12.08 43,417,396 - 43,417,396 The number of shares reserved...

  • Page 83
    ... the years ended December 31, 2008, 2007 and 2006 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Financial Statement Schedule: Schedule II-Valuation of Qualifying Accounts and Reserves ...S-1 All other schedules have been omitted because they are...

  • Page 84
    ... duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JETBLUE AIRWAYS CORPORATION Date: February 13, 2009 By: /s/ EDWARD BARNES Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) KNOW ALL...

  • Page 85
    ...of JetBlue Airways Corporation-incorporated by reference to Exhibit 3.6 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. Certificate of Designation of Series A Participating Preferred Stock dated April 1, 2002-incorporated by reference to Exhibit 3.2 to our Current Report on...

  • Page 86
    ... N.A.-incorporated by reference to Exhibit 4.5(a) to our Current Report on Form 8-K dated January 23, 2008. Indenture, dated as of July 15, 2003, between JetBlue Airways Corporation and Wilmington Trust Company, as Trustee, relating to the Company's 31⁄2% Convertible Notes due 2033-incorporated by...

  • Page 87
    ... Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-1G-1-O-incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated March 24, 2004(2). Schedule to...

  • Page 88
    ...-Cap Liquidity Provider, MBIA Insurance Corporation, as Policy Provider, and Wilmington Trust Company, as Subordination Agent-incorporated by reference to Exhibit 4.27 to our Current Report on Form 8-K dated March 24, 2004. Note Purchase Agreement, dated as of March 24, 2004, among JetBlue Airways...

  • Page 89
    ... 4.5 to our Current Report on Form 8-K dated November 9, 2004. Revolving Credit Agreement (2004-2G-2), dated as of November 15, 2004, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the JetBlue Airways 2004-2G-2 ¨ rttemberg, as Primary Liquidity Pass Through Trust...

  • Page 90
    ..., N.A., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass Through Trust 2004-2G-1-O-incorporated by reference to Exhibit 4.14 to our Current Report on Form 8-K dated November 9, 2004(4). Schedule to the ISDA Master...

  • Page 91
    ..., relating to the Company's 5.5% Convertible Debentures due 2038-incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 5, 2008. Pass Through Trust Agreement, dated as of November 14, 2006, between JetBlue Airways Corporation and Wilmington Trust Company, as Pass...

  • Page 92
    ...Morgan Stanley Capital Services Inc., as Above Cap Liquidity Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways (Spare Parts) G-1 Pass Through Trust-incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated November 14, 2006. Schedule to the...

  • Page 93
    ... as of January 22, 2008, to the Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG-incorporated by reference to Exhibit 4.11(a) to our Current Report on Form 8-K dated January 23, 2008. Registration Rights Agreement, dated as of...

  • Page 94
    ... reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 30, 2003. Amendment No. 17 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L. and JetBlue Airways Corporation, dated October 1, 2003-incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K for the year...

  • Page 95
    ... ended June 30, 2008. Letter Agreement, dated April 23, 2003, between AVSA, S.A.R.L. and JetBlue Airways Corporation-incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 30, 2003. V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir...

  • Page 96
    ...General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008-incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. Amendment and Restated Agreement between JetBlue Airways Corporation and LiveTV...

  • Page 97
    ... to Exhibit 10.17(d) to our Annual Report on Form 10-K for the year ended December 31, 2007. Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation-incorporated by reference to Exhibit 10...

  • Page 98
    ... 2002 Stock Incentive Plan, dated November 7, 2007, and form of award agreement. JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June 28, 2007-incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated June 28, 2007. Employment Agreement...

  • Page 99
    ... City Council Resolution C-27843 regarding Flight Slot Allocation at Long Beach Municipal Airport-incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1, as amended (File No. 333-82576). * Compensatory plans in which the directors and executive officers of JetBlue...

  • Page 100
    JetBlue Airways Corporation Schedule II-Valuation and Qualifying Accounts (in thousands) Additions Charged to Charged to Other Costs and Expenses Accounts Description Balance at beginning of period Deductions Balance at end of period Year Ended December 31, 2008 Allowances deducted from asset ...

  • Page 101
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  • Page 102
    Exhibit 12.1 JETBLUE AIRWAYS CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) 2008 Year Ended December 31, 2007 2006 2005 2004 Earnings: Income (loss) before income taxes ...Less: capitalized interest ...Add: Fixed charges ...Amortization of capitalized ...

  • Page 103
    ... 21.1 JETBLUE AIRWAYS CORPORATION LIST OF SUBSIDIARIES As of December 31, 2008 LiveTV, LLC (Delaware limited liability company) LiveTV International, Inc. (Delaware corporation) BlueBermuda Insurance, LTD (Bermuda corporation) LiveTV Airfone, Inc. (Delaware corporation) JetBlue Airways Corporation...

  • Page 104
    ...of JetBlue Airways Corporation, and the effectiveness of internal control over financial reporting of JetBlue Airways Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2008. Our audits also included the financial statement schedule of JetBlue Airways Corporation...

  • Page 105
    EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer I, David Barger, certify that: 1. I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or ...

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    EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer I, Edward Barnes, certify that: 1. I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or ...

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    Exhibit 32 JETBLUE AIRWAYS CORPORATION SECTION 1350 CERTIFICATIONS In connection with the Annual Report on Form 10-K of JetBlue Airways Corporation for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on February 13, 2009 (the "Report"), the undersigned, in the ...

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