JetBlue Airlines 2010 Annual Report Download

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2010

Table of contents

  • Page 1
    2010

  • Page 2
    ... investment securities and generated more than $200 million in positive free cash flow, reflecting our commitment to sustainable growth and building long-term value. 2010: A "Building" Year We approached 2010 with a plan to refresh our business model to meet the changing demands of the market place...

  • Page 3
    ...: free first checked bag, unlimited name-brand snacks, nonstop service, 36 channels of free DirecTV programming, a selection of first-run movies and exceptional customer service. Customers want a desirable network as well, so we focused our investments in 2010 on building up Boston, the Caribbean...

  • Page 4
    ...National Airport and opened six new destinations from Boston. We have also enhanced our product offering for business travelers through a revamped True Blue program and refundable fares. We intend to attract more high value customers by offering new ancillary options such as expedited security. Cost...

  • Page 5
    ... in the global markets, I believe JetBlue's contrarian model uniquely positions us to succeed. Industry consolidation will likely continue in 2011 and while JetBlue is committed to organic growth, we believe we are well positioned to benefit from others' actions, as airline mergers remove excess...

  • Page 6
    ... of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2010 was approximately $1,339,648,000 (based on the last reported sale price on the NASDAQ Global Select Market on that date). The number of shares outstanding of the registrant's common stock as of January 31...

  • Page 7
    (This page intentionally left blank)

  • 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
    ... 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 of these risks and uncertainties, the forward-looking events discussed in...

  • Page 10
    ..., Los Angeles/Long Beach, New York/JFK, or Orlando. By the end of 2010, we operated an average of 650 daily flights. For the year ended December 31, 2010 JetBlue was the 6th largest passenger carrier in the United States based on revenue passenger miles as reported by those airlines. As used in this...

  • Page 11
    ... greater number of flights and available seat miles. For the year ended December 31, 2010, our aircraft operated an average of 11.6 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
    ... reservation agents, and 2,586 management and other personnel. At December 31, 2010, we employed 9,626 full-time and 3,322 part-time employees. Our leadership team has extensive and diverse airline industry experience and strives to communicate on a regular basis with all JetBlue employees, keeping...

  • Page 13
    ... changing competitive landscape by increasing our presence and adding routes and frequencies. Our revamped customer loyalty program, the added benefits of our new customer service system implemented in early 2010, and product enhancements have allowed us to build our relevance to business customers...

  • Page 14
    .... The principal competitive factors in the airline industry are fares, customer service, routes served, flight schedules, types of aircraft, safety record and reputation, code-sharing and interline relationships, capacity, in-flight entertainment systems and frequent flyer programs. Our competitors...

  • Page 15
    ...America. We have begun service to the following new destinations since December 31, 2009: Destination Punta Cana, Dominican Republic Washington, DC/Reagan National Hartford, Connecticut Service Commenced May 2010 November 2010 November 2010 We began service to Providenciales, Turks & Caicos Islands...

  • Page 16
    ... travel planning. Getaways packages offer competitive fares for air travel on JetBlue and a selection of JetBlue-recommended hotels and resorts, car rentals and attractions. We also offer a la carte hotel and car rental reservations through our website. Customer Loyalty Program In November 2009...

  • Page 17
    ... fluctuations based on geopolitical factors and supply and demand that 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 as follows for the years ended December 31: 2010 2009 2008...

  • Page 18
    ... we operate. Airport Access. In January 2007, the High Density Rule, established by the FAA in 1968 to limit the number of scheduled flights at JFK from 3:00 p.m. to 7:59 p.m., expired. As a result, like nearly every other airport, the number of flights at JFK was no longer regulated and airlines...

  • Page 19
    ... ATC implemented daily ground delay programs at JFK. While JFK delays in 2010 were much more manageable, the delay reductions were primarily driven by industry capacity reductions and a mild summer in the New York area. At LaGuardia Airport, where we maintain a small presence, the High Density Rule...

  • Page 20
    ...and be awarded peacetime airlift contracts with the military. ITEM 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...

  • Page 21
    ...affect our liquidity. Due to the competitive nature of the domestic airline industry, at times we have not been able to adequately increase our fares to offset the increases in fuel prices nor may we be able to do so in the future. Future fuel price increases, continued high fuel price volatility or...

  • Page 22
    ... flight connection opportunities. We have modified our growth plans several times over the past few years due to higher fuel prices, the competitive pricing environment and other cost increases, by deferring some of our scheduled deliveries of new aircraft, selling some used aircraft, terminating...

  • Page 23
    ... in demand for air transportation in the New York metropolitan area, such as adverse changes in local economic conditions, negative public perception of New York City, terrorist attacks or significant price increases linked to increases in airport access costs and fees imposed on passengers. 14

  • Page 24
    ... card processors. If circumstances were to occur that would require us to deposit reserves, 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...

  • Page 25
    .... As we enter new markets we could be subject to additional seasonal variations along with any competitive responses to our entry by other airlines. Price changes in aircraft fuel as well as the timing and amount of maintenance and advertising expenditures also impact our operations. As a result of...

  • Page 26
    ... the cost of airline operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising ticket prices, reducing air travel demand and/or revenue and increasing costs. The FAA is currently drafting new requirements, and depending on whether the final rules...

  • Page 27
    ... Protection Agency issued a rule which regulates larger emitters of greenhouse gases. Since the domestic airline industry is increasingly price sensitive, we may not be able to recover the cost of compliance with new or more stringent environmental laws and regulations from our passengers...

  • Page 28
    ... and 2012 to 2015. In October 2010, we again amended our Airbus A320 purchase agreement, deferring delivery of ten aircraft previously scheduled for delivery in 2012 and 2013 to 2016. In August 2010, we cancelled the orders of two EMBRAER 190 aircraft originally scheduled for delivery in 2012. As...

  • Page 29
    ...airport facilities. Landing fees under these agreements are typically based on the number of landings and the weight of the aircraft. Our primary focus cities include New York's JFK, Boston, Fort Lauderdale, Long Beach, California, and Orlando. We also have a significant presence in San Juan, Puerto...

  • Page 30
    ...of New York and Massachusetts. Don Daniels, age 43, is our Vice President and Chief Accounting Officer, a position he has held since May 2009. He served as our Vice President and Corporate Controller since October 2007. He previously served as our Assistant Controller since July 2006 and Director of...

  • Page 31
    ...'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 2009 Quarter Ended March 31 ...June 30...

  • Page 32
    ... 82 (1) As of December 31, 2010, the AMEX Airline Index consisted of Alaska Air Group Inc., AMR Corporation, Delta Air Lines, Inc., Gol Linhas Aereas Inteligentes, JetBlue Airways Corporation, US Airways Group, Inc., Lan Airlines SA, Southwest Airlines Company, Ryanair Holdings plc., SkyWest, Inc...

  • Page 33
    ... (1) In 2010, we incurred approximately $9 million in one-time implementation expenses related to our new customer service system. (2) In 2008, we wrote-off $8 million related to our temporary terminal facility at JFK. (3) In 2009, 2008, 2007, and 2006, we sold two, nine, three, and five aircraft...

  • Page 34
    ... 31, 2009 2008 2007 2006 Operating Statistics (unaudited): Revenue passengers (thousands) ...Revenue passenger miles (millions) ...Available seat miles (ASMs)(millions) ...Load factor ...Aircraft utilization (hours per day) ...Average fare ...Yield per passenger mile (cents) ...Passenger revenue...

  • Page 35
    ... miles. "Operating expense per available seat mile, excluding fuel" represents operating expenses, less aircraft fuel, divided by available seat miles. "Average stage length" represents the average number of miles flown per flight. "Average fuel cost per gallon" represents total aircraft fuel costs...

  • Page 36
    ... to customer service that offers competitive fares primarily on point-to-point routes. 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, and...

  • Page 37
    ... domestic and Caribbean routes. Our partners currently include Deutsche Lufthansa AG, one of the world's preeminent airlines and our largest shareholder; Cape Air, an airline that services destinations out of Boston and San Juan, Puerto Rico; Aer Lingus, an airline based in Dublin, Ireland; American...

  • Page 38
    ...to other airlines by LiveTV, professional fees, passenger refreshments, supplies, bad debts, communication costs, gains on aircraft sales and taxes other than payroll and fuel taxes. During 2010 fuel prices remained volatile, increasing 10% over average 2009 prices. We actively manage our fuel hedge...

  • Page 39
    ... fleet, expected increase in fuel prices, and higher salaries and wages due to pay scale adjustments, additional headcount and higher cost of healthcare benefits. Results of Operations During 2010, overall economic conditions strengthened and the demand for domestic leisure and business air travel...

  • Page 40
    ... and benefits related to pilot pay increases implemented in mid 2009, increased sales and marketing expenses due to higher fares and increased GDS participation, and increased maintenance and variable costs. We had on average five additional average aircraft in service in 2010 and operating capacity...

  • Page 41
    ...incentives and $1 million in gains on sales of aircraft. Cost per available seat mile increased 15% due primarily to the implementation costs associated with our new customer service system, changes in our IT infrastructure and the 2009 tax incentive credits. Other Income (Expense). Interest expense...

  • Page 42
    ... seat mile increased 9% in 2009. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers): Year Ended December 31, 2009 (in cents) 2008 Percent Change Operating expenses: Aircraft fuel and related taxes ...Salaries, wages and benefits ...Landing...

  • Page 43
    ... versus 2008, operating out of eight additional cities in 2009, and increased costs due to preparations for our implementation of our new customer service system in January 2010. Other operating expenses include the impact of $1 million and $23 million in gains on sales of aircraft in 2009 and 2008...

  • Page 44
    ..., excluding fuel (cents) . . Airline operating expense per ASM (cents) (4) ...Departures ...Average stage length (miles) ...Average number of operating aircraft during period...Average fuel cost per gallon, including fuel taxes ...Fuel gallons consumed (millions)...Full-time equivalent employees at...

  • Page 45
    ...to certain of our business partners in 2008, including $55 million for our primary credit card processor. In 2009, $65 million of the restricted cash was returned to us. We rely primarily on cash flows from operations to provide working capital for current and future operations. Investing Activities...

  • Page 46
    ... of construction costs incurred for Terminal 5 of $49 million. In October 2009, we filed an automatic shelf registration statement with the SEC relating to our sale, from time to time, in one or more public offerings of debt securities, pass-through certificates, common stock, preferred stock and/or...

  • Page 47
    ...190 aircraft for delivery from 2012 through 2018. We can elect to substitute Airbus A321 aircraft or A319 aircraft for the A320 aircraft until 21 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...

  • Page 48
    ... 18 months after the final expected regular distribution date. The policy provider is MBIA Insurance Corporation (a subsidiary of MBIA, Inc.). Financial information for the parent company of the policy provider is available at the SEC's website at http://www.sec.gov or at the SEC's public reference...

  • Page 49
    ... types and our anticipated utilization of the aircraft. 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. Our long-lived assets are evaluated for impairment at least annually...

  • Page 50
    ... incremental fuel, insurance, passenger food and supplies, and reservation costs. We adjust this liability, which is included in air traffic liability, based on points earned and redeemed, changes in the estimated incremental costs associated with providing travel and changes in the TrueBlue program...

  • Page 51
    ...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 jet fuel swap agreements. Market risk is estimated as a hypothetical 10% increase in the December 31, 2010 cost per gallon of fuel. Based on...

  • Page 52
    ... debt, cash equivalents and investment securities balances at December 31, 2010 and 2009. Fixed Rate Debt. On December 31, 2010, our $324 million aggregate principal amount of convertible debt had a total estimated fair value of $531 million, based on quoted market prices. If interest rates were 10...

  • Page 53
    ... DATA JETBLUE AIRWAYS CORPORATION CONSOLIDATED BALANCE SHEETS (In millions, except share data) December 31, 2010 2009 ASSETS CURRENT ASSETS Cash and cash equivalents ...Investment securities ...Receivables, less allowance (2010-$6; 2009-$6;) ...Inventories, less allowance (2010-$4; 2009...

  • Page 54
    ... share data) December 31, 2010 2009 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable ...Air traffic liability ...Accrued salaries, wages and benefits ...Other accrued liabilities ...Current maturities of long-term debt and capital leases ...Total current liabilities ...LONG...

  • Page 55
    ...Other ...367 Total operating revenues ...OPERATING EXPENSES Aircraft fuel and related taxes ($39, $34, and $45 in 2010, 2009, and 2008, respectively) ...Salaries, wages and benefits ...Landing fees and other rents ...Depreciation and amortization ...Aircraft rent...Sales and marketing ...Maintenance...

  • Page 56
    ... ...Stock-based compensation ...Gains on sale of flight equipment and extinguishment of debt ...Collateral returned (deposits) for derivative instruments ...Auction rate securities impairment, net ...Restricted cash returned by (paid for) business partners ...Changes in certain operating assets...

  • Page 57
    ... Shares Stock Shares Stock Capital Earnings Income (Loss) Total Balance at December 31, 2007 . . Net loss ...Changes in comprehensive loss (Note 15) ...Total comprehensive loss ...Exercise of common stock options ...Stock compensation expense ...Stock issued under crewmember stock purchase plan...

  • Page 58
    ...31, 2010 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 59
    ... the cost of the securities. Investment securities consisted of the following at December 31, 2010 and 2009 (in millions): 2010 2009 Available-for-sale securities Asset-back securities ...Time deposits ...Commercial paper ...Held-to-maturity securities Corporate bonds ...Trading securities Student...

  • Page 60
    ...in air traffic liability, based on points earned and redeemed, changes in the estimated incremental costs associated with providing travel and changes in the TrueBlue program. Points in TrueBlue are also sold to participating companies, including credit card and car rental companies. These sales are...

  • Page 61
    ... recognized compensation cost are required to be reported as a financing cash flow. We recorded an insignificant amount in excess tax benefits generated from option exercises in each of 2010, 2009 and 2008. Our policy is to issue new shares for purchases under our Crewmember Stock Purchase Plan, or...

  • Page 62
    ..., based upon our closing stock price, was approximately $119 million. In September 2009, the EITF reached final consensus on updates to the Codification's Revenue Recognition rules, which change the accounting for certain revenue arrangements. The new requirements change the allocation methods used...

  • Page 63
    ... capital lease obligations ...$2,850 (1) Interest rates adjust quarterly or semi-annually based on the London Interbank Offered Rate, or LIBOR, plus a margin. (2) In November 2006, we completed a public offering of $124 million of pass-through certificates to finance certain of our owned aircraft...

  • Page 64
    ... the mark to market value of the ARS. During 2010, all of the remaining ARS securing this line of credit were either sold back to UBS or redeemed by their issuers and the proceeds were used to terminate the line of credit. (6) On June 9, 2009, we completed a public offering of $115 million aggregate...

  • Page 65
    ... of the following (in millions): 2010 $156 (2) $154 $ 29 2009 2008 3.75% contractual rate ...Discount amortization ...Total interest expense ...Effective interest rate ... $1 2 $3 9% $ 6 8 $14 9% $ 9 10 $19 9% (8) On June 4, 2008, we completed a public offering of $100.6 million aggregate...

  • Page 66
    ... 15, 2013 for the Series A 5.5% Debentures or October 15, 2015 for the Series B 5.5% Debentures, the applicable conversion rate may be increased depending upon our then current common stock price. The maximum number of shares of common stock into which all of the 5.5% Debentures are convertible...

  • Page 67
    27.4 million shares of our common stock. At December 31, 2010, the amount remaining in the escrow accounts was $3 million, which is reflected as restricted cash on our consolidated balance sheets. (9) At December 31, 2010 and 2009, four capital leased Airbus A320 aircraft are included in property ...

  • Page 68
    ... statements. Note 3-Operating Leases We lease aircraft, as well as airport terminal space, other airport facilities, office space and other equipment, under leases which expire in various years through 2035. Total rental expense for all operating leases in 2010, 2009 and 2008 was $245 million...

  • Page 69
    ... our Darien, CT and Forest Hills, NY corporate offices and relocating to a new corporate headquarters in Long Island City, NY. In September 2010, we executed a lease for our new corporate headquarters in Long Island City for a 12 year term. Rental payments begin in 2012 and are included in the table...

  • Page 70
    ... which commenced in 2008 when we took beneficial occupancy of Terminal 5, and are included below. The facility rents are based on the number of passengers enplaned out of the new terminal, subject to annual minimums. The lease terms end in 2038 and we have a one-time early termination option in 2033...

  • Page 71
    ...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, 2010, we had a total of 186.9 million shares of our common stock reserved for issuance related to our CSPP, our 2002 Plan, our...

  • Page 72
    ... of computing and reporting basic or diluted earnings (loss) per share. Note 7-Share-Based Compensation Fair Value Assumptions: We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards in accordance with the Compensation-Stock Compensation topic of the...

  • Page 73
    ... awards vest in annual installments over three years or could be accelerated upon the occurrence of a change in control as defined in the 2002 Plan. Our policy is to grant restricted stock units based on the market price of the underlying common stock on the date of grant. The following is a summary...

  • Page 74
    ...Plan. These awards vest immediately upon being granted to members of the Board of Directors and shares are issued six months and one day following the Director's departure from the Board. During the year ended December 31, 2010, we granted 51,975 deferred stock units at a weighted average grant date...

  • Page 75
    ...-based compensation is attributable to ISO and CSPP shares; therefore, our effective tax rate is subject to fluctuation. LiveTV Management Incentive Plan. In April 2009, our Board of Directors approved the LiveTV Management Incentive Plan, or MIP, an equity based incentive plan for certain members...

  • Page 76
    ... over seven years based on the average number of aircraft expected to be in service as of the date of acquisition. Purchased technology became fully amortized in 2009. Through December 31, 2010, LiveTV had installed in-flight entertainment systems for other airlines on 518 aircraft and had firm...

  • Page 77
    ... at December 31, 2010 include an unrecorded benefit of approximately $9 million related to stock-based compensation that will be recorded in equity when, and to the extent, realized. Section 382 of the Internal Revenue Code imposes limitations on a corporation's ability to use its NOL carryforwards...

  • Page 78
    ... of the Plan is a profit sharing contribution. In 2007, we amended the Plan to provide for a Company discretionary contribution of at least 5% of eligible non-management employee compensation. These contributions vest 100% after three years of service measured from an employees hire date. Our total...

  • Page 79
    ... be terminated for cause. In the event of a downturn in our business that would require a reduction in work hours, we are obligated to pay these employees a guaranteed level of income and to continue their benefits if they do not obtain other aviation employment. None of our employees are covered...

  • Page 80
    ...on climate change than other industries. In December 2009, the DOT issued a series of passenger protection rules which, among other things, impose tarmac delay limits for U.S. airline domestic flights. The rules became effective in April 2010, and require U.S. airlines to allow passengers to deplane...

  • Page 81
    ... compared to the date our original debt instruments were executed. As of December 31, 2010, we had $379 million in notional debt outstanding related to these swaps, which cover certain interest payments through August 2016. The notional amount decreases over time to match scheduled repayments of the...

  • Page 82
    ... recorded in other long term liabilities (1) ...23 Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months ...(10) 2010 2009 $ 25 3 18 5,070 12 10 (8) 2008 Fuel derivatives Hedge effectiveness gains (losses) recognized in aircraft fuel expense...

  • Page 83
    ... our outstanding debt obligations as of December 31, 2010 and 2009. Level 1 As of December 31, 2010 Level 2 Level 3 Total Assets Cash and cash equivalents ...Restricted cash ...Available-for-sale investment securities . Aircraft fuel derivatives ... ... $399 59 154 - $612 $- - - 23 $23 $- $- 23...

  • Page 84
    ... the use of major credit cards. These receivables are short-term, generally being settled shortly after the sale. The carrying values of all other financial instruments approximated their fair values at December 31, 2010 and 2009. Available-for-sale investment securities: During 2009, we purchased...

  • Page 85
    ... to our customers. Since 2007, LiveTV continued to develop this technology, with the intent of making it available on all of our aircraft. However, with the introduction of similar service by competitors, we re-evaluated the long term viability of our planned offering and during 2010, ceased further...

  • Page 86
    ...Transportation, or DOT, based upon the origination and destination of each flight segment. We currently serve 15 locations in the Caribbean and Latin American region, or Latin America as defined by the DOT. However, our management also includes Puerto Rico when reviewing the Caribbean region, and as...

  • Page 87
    ... the first quarter of 2010, we recorded approximately $16 million in implementation expenses related to our new customer service system implemented in January 2010. During the first quarter of 2010, we recorded $4 million of revenue related to our co-branded credit card agreement guarantee. During...

  • Page 88
    ..., 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, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of...

  • Page 89
    ... over financial reporting as of December 31, 2010, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of JetBlue Airways Corporation as of December 31, 2010 and 2009, and...

  • Page 90
    ... Material Weakness in Internal Control over Financing Reporting As reported in our Form 10Q/A for the quarter ended September 30, 2010, we did not maintain effective controls to timely monitor and account for expired points and awards in our previous customer loyalty program, TrueBlue. This resulted...

  • Page 91
    ...rights Weighted-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 ... 27,449,193 - 27,449,193 12.26 - 12.26 60,921,940 - 60,921,940 The number of shares...

  • Page 92
    ... ended December 31, 2010, 2009 and 2008 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Financial Statement Schedule: Report of Independent Registered Public Accounting Firm on Financial Statement Schedule ...S-1 Schedule II-Valuation of Qualifying...

  • Page 93
    ...thereunto duly authorized. JETBLUE AIRWAYS CORPORATION (Registrant) Date: February 24, 2011 By: /s/ DONALD DANIELS Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

  • Page 94
    ... Bylaws of JetBlue Airways Corporation (consolidated amendments as of November 12, 2009)-incorporated by reference to Exhibit 3.3(f) to our Annual Report on Form 10-K for the year ended December 31, 2009. Certificate of Designation of Series A Participating Preferred Stock dated April 1, 2002...

  • Page 95
    ... Rights Agreement, dated as of January 17, 2008, by and between JetBlue Airways Corporation and Computershare Trust Company, N.A.-incorporated by reference to Exhibit 4.5(a) to our Current Report on Form 8-K dated January 23, 2008. Form of Three-Month LIBOR plus 0.375% JetBlue Airways Pass...

  • Page 96
    ...Current Report on Form 8-K dated March 24, 2004(2). Schedule to the ISDA Master Agreement, dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., as Above Cap Liquidity Facility Provider, and Wilmington Trust Company, as Subordination Agent for the JetBlue Airways Corporation Pass...

  • Page 97
    ..., JetBlue Airways Corporation and Wilmington Trust Company, as Subordination Agent-incorporated by reference to Exhibit 4.24 to our Current Report on Form 8-K dated March 24, 2004. MBIA Insurance Corporation Financial Guaranty Insurance Policy, dated March 24, 2004, bearing Policy Number 43567...

  • Page 98
    ...Wilmington Trust Company, as Pass Through Trustee for and on behalf of JetBlue Airways Corporation Pass Through Trust 2004-2G-2-O, as Pass Through Trustee, and Wilmington Trust Company, as Paying Agent-incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K dated November 9, 2004...

  • Page 99
    ... 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 Agreement, dated as of November 15...

  • Page 100
    ... Three-Month LIBOR plus 2.875% JetBlue Airways (Spare Parts) B-1 Pass Through Certificate-incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 14, 2006. Revolving Credit Agreement, dated as of November 14, 2006, between Wilmington Trust Company, as Subordination...

  • Page 101
    ... 8-K dated November 14, 2006. Collateral Maintenance Agreement, dated as of November 14, 2006, among, JetBlue Airways Corporation, MBIA Insurance Corporation, as Initial Policy Provider, Wilmington Trust Company, as Mortgagee, and Additional Policy Provider(s), if any, which may from time to time...

  • Page 102
    ...Spare Parts) B-1 Equipment Note-incorporated by reference to Exhibit 4.18 to our Current Report on Form 8-K dated November 14, 2006. Stock Purchase Agreement, dated as of December 13, 2007, between JetBlue Airways Corporation and Deutsche Lufthansa AG-incorporated by reference to Exhibit 4.11 to our...

  • Page 103
    ... 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 104
    ... Corporation, dated October 1, 2010 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...

  • Page 105
    ... Terms of Sale between IAE International Aero Engines and New Air Corporation, dated August 31, 2010-incorporated by reference to Exhibit 10.3(s) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.. Amendment and Restated Agreement between JetBlue Airways Corporation and...

  • Page 106
    10.10* Agreement between John Owen and JetBlue Airways Corporation, dated March 6, 2007-incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2007. 1999 Stock Option/Stock Issuance Plan-incorporated by reference to Exhibit 10.16 to the ...

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    ... to Exhibit 10.17(g) to our Annual Report on Form 10-K for the year ended December 31, 2009. Amendment No. 8 to Purchase Agreement DCT-025/2003, dated as of March 11, 2010, between Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways Corporation-incorporated by reference to Exhibit 10...

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    ... and Restated 2002 Stock Incentive Plan, dated November 7, 2007, and form of award agreement-incorporated by reference to Exhibit 10.21 to the Annual Report for Form 10-K for the year ended December 31, 2008. JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June...

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    ... of the Chief Financial Officer, furnished herewith. Section 1350 Certifications. Letter of Approval from the City of Long Beach Department of Public Works, dated May 22, 2001, approving City Council Resolution C-27843 regarding Flight Slot Allocation at Long Beach Municipal Airport-incorporated by...

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    ...Through Trust, Series 2004-2G-2-O and Three-Month LIBOR plus 3.100% JetBlue Airways Pass Through Trust, Series 2004-2C-O. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1, incorporated by reference to our Current Report on Form 8-K dated November 9, 2004, sets forth the terms by...

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    ... The Board of Directors and Stockholders JetBlue Airways Corporation We have audited the consolidated financial statements of JetBlue Airways Corporation as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, and have issued our report thereon dated...

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    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, 2010 Allowances deducted from asset ...

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    Exhibit 12.1 JETBLUE AIRWAYS CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) 2010 Year Ended December 31, 2009 2008 2007 2006 Earnings: Income (loss) before income taxes ...Less: capitalized interest ...Add: Fixed charges ...Amortization of capitalized ...

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    ... 21.1 JETBLUE AIRWAYS CORPORATION LIST OF SUBSIDIARIES As of December 31, 2010 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 116
    ... of internal control over financial reporting of JetBlue Airways Corporation, and the financial statement schedule of JetBlue Airways Corporation listed at Item 15(2) included in this Annual Report (Form 10-K) for the year ended December 31, 2010. /s/ Ernst & Young LLP New York, New York February...

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    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 omit...

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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 ...

  • Page 119
    ... In connection with the Annual Report on Form 10-K of JetBlue Airways Corporation for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on February 24, 2011 (the "Report"), the undersigned, in the capacities and on the dates indicated below, each hereby...

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