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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission file number 000-49728
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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87-0617894 |
(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.) |
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27-01 Queens Plaza North
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Long Island City |
New York |
11101 |
(Address of principal executive offices)
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(Zip Code) |
Registrant's telephone number, including area code:
(718) 286-7900
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol |
Name of each exchange on which registered |
Common Stock, $0.01 par value
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JBLU |
The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
☒
No
☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
No
☒
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of ''large accelerated filer,” “accelerated filer'',
“smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☑ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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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.
☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes
☐
No
☒
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of June 30, 2020 was
approximately
$3.0 billion
(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, 2021 was
316,028,908
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Registrant's Proxy Statement for its
2021 Annual Meeting of Stockholders, which is to be filed
subsequent to the date hereof, are incorporated by reference into
Part III of this Annual Report on Form 10-K, or the Report, to the
extent described therein.
Table of Contents
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PART I. |
Item 1. |
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Item 1A. |
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Item 1B. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II. |
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Item 5. |
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Item 6. |
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Item 7. |
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Item 7A. |
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Item 8. |
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Item 9. |
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Item 9A. |
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Item 9B. |
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PART III. |
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Item 10. |
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Item 11. |
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Item 12. |
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Item 13. |
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Item 14. |
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PART IV. |
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Item 15. |
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Item 16. |
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FORWARD-LOOKING INFORMATION
Statements in this Report (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. These statements are intended to qualify for the
“safe harbor” from liability established by the Private Securities
Litigation Reform Act of 1995.
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, the
coronavirus (“COVID-19”) pandemic and the outbreak of any other
disease or similar public health threat that affects travel demand
or behavior; restrictions on our business related to the financing
we accepted under the CARES Act; our significant fixed obligations
and substantial indebtedness; risk associated with execution of our
strategic operating plans in the near-term and long-term; the
recording of a material impairment loss of tangible or intangible
assets;
our extremely competitive industry; volatility in financial and
credit markets which could affect our ability to obtain debt and/or
lease financing or to raise funds through debt or equity issuances;
volatility in fuel prices, maintenance costs and interest rates;
our reliance on high daily aircraft utilization; our ability to
implement our 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; 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. You should understand that many important factors, in
addition to those discussed or incorporated by reference in this
Report, could cause our results to differ materially from those
expressed in the forward-looking statements. Potential factors that
could affect our results include, in addition to others not
described in this Report, those described in Item 1A of this
Report under “Risks Related to the COVID-19 Pandemic”, “Risks
Related to JetBlue”, and “Risks Associated with the Airline
Industry.” In light of these risks and uncertainties, the
forward-looking events discussed in this Report might not occur.
Our forward-looking statements speak only as of the date of this
Report. 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.
PART I
ITEM 1. BUSINESS
OVERVIEW
General
JetBlue Airways Corporation, or JetBlue, is New York's
Hometown
Airline®.
As of December 31, 2020, JetBlue served 98 destinations in the
United States, the Caribbean and Latin America.
JetBlue was incorporated in Delaware in August 1998 and
commenced service on February 11, 2000. We believe our
differentiated product and culture combined with our competitive
cost structure enables us to compete effectively in the high-value
geographies we serve. Looking to the future, we plan to continue to
grow in our high-value geographies, invest in industry leading
products and provide award-winning service by our
20,000
dedicated employees, whom we refer to as crewmembers. Going
forward, we believe we will continue to differentiate ourselves
from other airlines, enabling us to continue to attract a greater
mix of customers, and to drive further profitable growth. We are
focused on delivering solid results for our shareholders, our
customers, and our crewmembers.
As used in this Report, the terms “JetBlue,” the “Company,” “we,”
“us,” “our” and similar terms refer to JetBlue Airways Corporation
and its subsidiaries, unless the context indicates otherwise. Our
principal executive offices are located at 27-01 Queens Plaza
North, Long Island City, New York 11101 and our telephone number is
(718) 286-7900.
Our Industry and Competition
The U.S. airline industry is extremely competitive and challenging,
and results are often volatile. It is uniquely susceptible to
external factors such as fuel costs, downturns in domestic and
international economic conditions, weather-related disruptions, the
spread of infectious diseases, such as COVID-19, and associated
stay at home orders and travel restrictions, the impact of airline
restructurings or consolidations, and military actions or acts of
terrorism. We operate in a capital and energy intensive industry
that has high fixed costs, as well as heavy taxation and fees.
Airline returns are sensitive to slight changes in fuel prices,
average fare levels, and passenger demand. The industry's principal
competitive factors include fares, brand and customer service,
route networks, flight schedules, aircraft types, safety records,
codeshare and interline relationships, inflight entertainment and
connectivity systems, and frequent flyer programs.
The Coronavirus (COVID-19) Pandemic
The unprecedented coronavirus ("COVID-19") pandemic and the related
travel restrictions and physical distancing measures implemented
throughout the world have significantly reduced demand for air
travel. Beginning in March 2020, large public events were canceled,
governmental authorities began imposing restrictions on
non-essential activities, businesses suspended travel, and popular
leisure destinations temporarily closed to visitors. Certain
countries have imposed bans on international travelers for
specified periods or indefinitely.
Demand for air travel began to weaken at the end of February 2020.
The pace of decline accelerated throughout March into April 2020
and demand remained depressed throughout the rest of 2020. This
decline in demand has had a material adverse impact on our
operating revenues and financial position. Our capacity and
operating revenues for the year ended December 31, 2020 declined
by
48.8% and
63.5% year-over-year, respectively. Although demand began to
improve as the year progressed, it remained significantly lower
than in prior years. The exact timing and pace of the recovery is
uncertain given the significant impact of the pandemic on the
overall U.S. and global economy.
In response to the COVID-19 pandemic, since March 2020 we have
implemented a number of measures to focus on the safety of our
customers, our crewmembers, and our business. We expect the demand
environment to remain depressed until the majority of the U.S.
population is vaccinated against COVID-19. Our response to the
pandemic and the measures we take to secure additional liquidity
may be modified as we have more clarity on the timing of demand
recovery.
JETBLUE EXPERIENCE
We offer our customers a distinctive flying experience which we
refer to as the "JetBlue Experience''. We believe we deliver
award-winning service that focuses on the entire customer
experience, from booking an itinerary to arrival at the final
destination. Typically, our customers are neither high-traffic
business travelers nor ultra-price sensitive travelers. Rather, we
believe we are the carrier of choice for the majority of travelers
who have been underserved by other airlines as we offer a
differentiated product and award winning customer
service.
Differentiated Product and Culture
Delivering the JetBlue Experience to our customers through our
differentiated product and culture is core to our mission to
inspire humanity. We look to attract new customers to our brand and
provide current customers with a reason to come back by continuing
to innovate and evolve the JetBlue Experience. We believe we can
adapt to the changing needs of our customers and a key element of
our success is the belief that competitive fares and quality air
travel need not be mutually exclusive.
Our award winning service begins from the moment our customers
purchase a ticket through one of our distribution channels such
as
www.jetblue.com,
our mobile applications, or our reservations centers. Customers can
purchase one of four branded fares:
Blue Basic,
Blue,
Blue Extra,
and in select markets,
Blue Plus.
Each fare includes different offerings such as priority boarding,
advance seat selections, free checked bags, reduced change fees,
and additional TrueBlue®
points, with all fares including our core offering of free inflight
entertainment, free brand name snacks, and free non-alcoholic
beverages. Customers can choose to “buy up” to an option with
additional offerings. These different fares allow customers to
select the products or services they need or value when they
travel, without having to pay for the things they do not need or
value.
Upon arrival at the airport, our customers are welcomed by our
dedicated crewmembers and can choose to purchase one or more of our
ancillary options such as Even More®
Speed, allowing them to enjoy an expedited security experience in
most domestic JetBlue locations. Customers who select our
Blue Extra
option or purchase a Mint®
seat receive Even More®
Speed as part of their fare. We additionally have mobile
applications for both Apple and Android devices which have robust
features including real-time flight information updates and mobile
check-in for certain routes. Our applications are designed to
enhance our customers' travel experience and are in keeping with
the JetBlue Experience.
Our self-service layout in select BlueCities redesigned the way our
customers travel through the airport lobby. Our user-friendly
kiosks are the first point of contact for each customer traveling
through the airport lobby and allow for contact-less service. While
all customers are encouraged to use the kiosks, our lobby layout
allows them to choose the check-in experience they prefer.
Customers who choose to use our kiosk receive a virtually
queue-less experience. For customers who prefer a more traditional
experience, our Help Desk offers full-service check-in. The
self-service model allows crewmembers to get out from behind the
ticket counter and move through the lobby to guide our customers
through the check-in process. The self-service lobby opens up the
opportunity for our crewmembers to make personal connections with
our customers, to assist with bag tagging, to answer customer
questions and to direct them to their next step in the travel
experience.
Once onboard our aircraft, customers enjoy seats in a comfortable
layout with the most legroom in the main cabin of all U.S.
airlines, based on average fleet-wide seat pitch. Our Even
More®
Space seats are available for purchase across our fleet, giving
customers the opportunity to enjoy additional legroom. Customers on
certain transcontinental or Caribbean flights have the option to
purchase our premium service, Mint®,
which has 16 fully lie-flat seats, including four suites with
privacy doors.
In February 2021, we unveiled a reimagined version of our
Mint®
experience. The new service includes a completely refreshed cabin
design featuring private suites with a sliding door for every
Mint®
customer. Each Mint®
aircraft will also include two Mint®
Studio suites which offers the most space in a premium experience
from any U.S. airline based on personal square footage per
passenger seat. We expect to debut this new premium service with a
16-seat individual suite layout on a limited number of flights
between New York and Los Angeles in 2021. For our anticipated
transatlantic flights to London, the new Mint®
experience will include 24 individual suites.
Our inflight entertainment system onboard the majority of our
Airbus A320 and Embraer E190 aircraft includes 36 channels of free
DIRECTV®,
100+ channels of free SiriusXM Radio®
and premium movie channel offerings from JetBlue Features.
Customers on our Airbus A321 aircraft and certain restyled Airbus
A320 aircraft have access to 100+ channels of
DIRECTV®,
100+ channels of SiriusXM Radio®
and premium movie channel offerings from JetBlue Features. Our
Mint®
customers enjoy 15-inch flat screen televisions to experience our
inflight entertainment offerings. Our entire fleet is equipped with
Fly-Fi®,
a broadband product that allows gate-to-gate Wi-Fi at every seat.
Customers also have access to the Fly-Fi®
Hub, a content portal where customers can access a wide range of
movies, television shows, and additional content from their own
personal devices.
All customers may enjoy an assortment of free and unlimited brand
name snacks and non-alcoholic beverages and have the option to
purchase additional products such as blankets, pillows, headphones,
premium beverages and premium food selections. Our
Mint®
customers have access to an assortment of complimentary food,
beverages and products including a small-plates menu, artisanal
snacks, alcoholic beverages, a blanket, pillows, and
headphones.
Our Airbus A321 aircraft in a single cabin layout have 200 seats
and those with our Mint®
offering have 159 seats. Our Airbus A320 aircraft in the classic
configuration have 150 seats while our Embraer E190 aircraft have
100 seats. Those A320 aircraft which have gone through our cabin
restyling program have 162 seats. We believe our multi-year
restyling program will allow us to increase capacity in a
capital-efficient and customer-focused
way. Our first restyled Airbus A320 aircraft entered into revenue
service in April 2018. As of December 31, 2020, we had 72
restyled
Airbus A320 aircraft in service. In December 2020, we took delivery
of our first airbus A220 aircraft with a cabin configuration of 140
seats.
Because of our network strength in leisure destinations, we also
sell vacation packages through our wholly owned subsidiary, JBTP,
LLC, or JetBlue Travel Products, a one-stop, value-priced vacation
service for self-directed packaged travel planning. These packages
offer competitive fares for air travel on JetBlue along with a
selection of JetBlue-recommended hotels and resorts, car rentals,
and local attractions.
We work to provide a superior air travel experience, including
communicating openly and honestly with customers about delays and
service disruptions. We have a Customer Bill of Rights which was
introduced in 2007 to provide compensation to customers who
experience inconveniences. This Customer Bill of Rights commits us
to high service standards and holds us accountable if we fall
short.
Our customers have repeatedly indicated the distinctive JetBlue
Experience is an important reason why they select us over other
carriers. We measure and monitor customer feedback regularly which
helps us to continuously improve customer satisfaction. One way we
do so is by measuring our net promoter score, or NPS. This metric
is used by companies in a broad range of industries to measure and
monitor the customer experience. Many of the leading consumer
brands that are recognized for great customer service receive high
NPS scores. We believe a higher NPS score has positive effects on
customer loyalty and ultimately leads to increased
revenue.
Network
We are a predominately point-to-point system carrier, with the
majority of our routes touching at least one of our six focus
cities: New York, Boston, Fort Lauderdale-Hollywood, Orlando, Los
Angeles, and San Juan, Puerto Rico.
Leisure traveler focused airlines are often faced with high
seasonality. As a result, we continually work to manage our mix of
customers to include both business travelers and travelers visiting
friends and relatives, or VFR. VFR travelers tend to be slightly
less seasonal and less susceptible to economic downturns than
traditional leisure destination travelers. Understanding the
purpose of our customers' travel helps us optimize destinations,
strengthen our network, and increase unit revenues. All six of our
focus cities are in regions with a diverse mix of
traffic.
As of December 31, 2020, our network served
98 BlueCities in 30 states, the District of Columbia, the
Commonwealth of Puerto Rico, the U.S. Virgin Islands, and 23
countries in the Caribbean and Latin America.
We group our capacity distribution based upon geographical regions
rather than on a mileage or a length-of-haul basis. The historic
distribution of ASMs, or capacity, by region for the years ending
December 31 was:
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Capacity Distribution |
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2020 |
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2019 |
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2018 |
Transcontinental |
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31.7 |
% |
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32.0 |
% |
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31.3 |
% |
Caribbean & Latin America
(1)
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31.4 |
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31.2 |
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28.7 |
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Florida |
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27.4 |
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25.2 |
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27.3 |
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East |
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4.5 |
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6.0 |
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6.5 |
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Central |
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4.0 |
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4.0 |
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4.0 |
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West |
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1.0 |
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1.6 |
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2.2 |
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Total |
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100.0 |
% |
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100.0 |
% |
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100.0 |
% |
(1) Domestic operations as defined by the U.S. Department of
Transport, or DOT, include Puerto Rico and the U.S. Virgin Islands,
but for the purposes of the capacity distribution table above, we
have included these locations in the Caribbean and Latin America
region.
We made numerous adjustments to our network in response to the
dynamic environment created by the COVID-19 pandemic. At the onset
of the pandemic, we significantly reduced our capacity to a level
that maintained essential services to align with the precipitous
decline in demand. We temporarily consolidated our operations in
certain cities that contain multiple airport locations and parked a
portion of our fleet.
As the pandemic progressed, we launched new routes to serve
customers in markets where leisure and VFR travel showed signs of
recovery. These new routes offered us the opportunity to generate
revenue, bring aircraft back into service, and added more flying
opportunities for our crewmembers and customers.
We expect to resume our plans to increase our presence in our focus
cities and diversify our network as we recover from the
pandemic.
We have previously announced service to the following new
destinations:
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Destination |
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Service Expected to Commence |
Key West, Florida
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February 11, 2021 |
Miami, Florida |
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February 11, 2021 |
Guatemala City, Guatemala(*)
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April 15, 2021 |
Los Cabos, Mexico(*)
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June 17, 2021 |
(*) Subject to receipt of government operating
authority.
We also anticipate launching service from Boston and JFK to London
in 2021. London will be our first BlueCity in Europe.
Airline Commercial Partnerships
Airlines frequently participate in commercial partnerships with
other carriers in order to increase customer convenience by
providing interline-connectivity, codeshare, complementary flight
schedules, frequent flyer program reciprocity, and other joint
marketing activities. As of December 31, 2020, we
had
48 airline
commercial partnerships. Our commercial partnerships typically
begin as an interline agreement allowing a customer to book a
single itinerary with tickets on multiple airlines. On their day of
travel, they enjoy a simplified airport experience with single
check-in and bag drop.
In July 2020, we announced our intention to enter into a strategic
relationship with American Airlines Group Inc. ("American"). This
arrangement, once fully implemented, will include an alliance
agreement with reciprocal code sharing on domestic and
international routes from or connecting through New York (John F.
Kennedy International Airport ("JFK"), LaGuardia Airport, and
Newark Liberty International Airport) and Boston, excluding
JetBlue's future European transatlantic flying. We believe this
partnership will create more capacity, seamless connectivity for
travelers in the northeast, and offer more choices for customers
across the networks of both airlines. In addition, we believe this
relationship will also accelerate our recovery as the travel
industry adapts to new trends as a result of the COVID-19 pandemic.
Pursuant to federal law, American and JetBlue submitted this
proposed alliance arrangement to the Department of Transportation
("DOT") for review. After American, JetBlue and the DOT agreed to a
series of commitments, the DOT terminated its review of the
proposed alliance. The commitments include growth commitments to
ensure capacity expansion, slot divestitures at JFK and at Reagan
National Airport near Washington, D.C. and antitrust compliance
measures. Beyond this agreement with the DOT, American and JetBlue
will also be limiting their coordination on certain city pair
markets within the scope of the alliance. In addition to the DOT
review, the Department of Justice and the New York Attorney
General, the Massachusetts Attorney General, and the Attorneys
General of certain other state and local jurisdictions are
investigating this proposed alliance, which are ongoing. American
and JetBlue intend to cooperate with those investigations, but are
proceeding with plans to implement this alliance.
In 2021, we expect to continue to seek additional strategic
opportunities through new commercial partners as well as assess
ways to deepen existing airline partnerships. We plan to do this by
expanding codeshare relationships and other areas of cooperation
such as frequent flyer programs. We believe these commercial
partnerships allow us to better leverage our strong network and
drive incremental traffic and revenue while improving off-peak
travel.
Marketing
JetBlue is a widely recognized and respected global brand. JetBlue
created a new category in air travel and our brand stands for high
service quality at a reasonable cost.
We believe this brand has evolved into an important and valuable
asset which identifies us as a safe, reliable, high value airline.
Similarly, we believe customer awareness of our brand has
contributed to the success of our marketing efforts. It enables us
to promote ourselves as a preferred marketing partner with
companies across many different industries.
We market our services through advertising and promotions in
various media forms including popular social media outlets. We
engage in large multi-market programs, local events and
sponsorships across our route network as well as mobile marketing
programs. Our targeted public and community relations efforts
reflect our commitment to the communities we serve, promote brand
awareness, and complement our strong reputation.
Distribution
Our primary and preferred distribution channel to customers is
through our website,
www.jetblue.com,
our lowest cost channel. Our website allows us to more closely
control and deliver the JetBlue Experience while also offering the
full suite of JetBlue Fare Options, Even More®
Space and Speed, and other ancillary services.
Our participation in global distribution systems, or GDS, supports
our profitable growth, particularly in the business market. We find
business customers are more likely to book through a travel agency
or a booking product which relies on a GDS platform. Although the
cost of sales through this channel is higher than through our
website, the average fare purchased through a GDS is generally
higher and often covers the increased distribution costs. We
currently participate in several major
GDS and online travel agents, or OTA. Due to the majority of our
customers booking travel on our website, we maintain relatively low
distribution costs despite our increased participation in GDS and
OTA in recent years.
Customer Loyalty Program
TrueBlue®
is our customer loyalty program designed to reward and recognize
loyal customers. Members earn points based upon, among other
methods, the amount paid for JetBlue flights and services from
certain commercial partners. Our points do not expire, the program
has no black-out dates, points can be redeemed for any open seat,
and any JetBlue destination can be booked if the
TrueBlue®
member has enough points to exchange for the value of an open seat.
Mosaic®
is an additional level for our most loyal customers who (1) fly a
minimum of 30 times with JetBlue and acquire at least 12,000 base
flight points within a calendar year, (2) accumulate 15,000 base
flight points within a calendar year, or (3) in certain
circumstances, qualify through a minimum credit card spend of
$50,000 in a calendar year.
We made several updates to our
TrueBlue®
program in response to the COVID-19 pandemic. These include
extending the status of all current
Mosaic®
customers through 2021 and also reducing the qualification
requirements for customers trying to earn
Mosaic®
status by 50% in 2021. Under the updated program, customers can now
enjoy
Mosaic®
benefits by
either (1) flying a minimum of 15 times with JetBlue and acquiring
at least 6,000 base flight points within a calendar year or (2)
accumulating 7,500 base flight points within a calendar year. These
reduced qualification requirements are effective through the end of
2021.
We currently have co-branded loyalty credit cards available to
eligible U.S. residents, as well as co-brand agreements in Puerto
Rico and the Dominican Republic to allow cardholders to earn
TrueBlue®
points. Our co-branded credit cards in the United States are issued
in partnership with Barclaycard® on
the MasterCard® network.
We also have co-branded loyalty credit cards issued by Banco
Popular de Puerto Rico and MasterCard®
in Puerto Rico as well as Banco Popular Dominicano and
MasterCard®
in the Dominican Republic. These credit cards allow customers in
Puerto Rico and the Dominican Republic to take full advantage of
our TrueBlue®
loyalty program.
We have various agreements with other loyalty partners, including
financial institutions, hotels, and car rental companies, that
allow their customers to earn TrueBlue®
points through participation in our partners’ programs. We intend
to continue to develop the footprint of our co-branded credit cards
and pursue other loyalty partnerships in the future.
OPERATIONS AND COST STRUCTURE
Historically, our cost structure has allowed us to price fares
lower than many of our competitors and was a principal reason for
our profitable growth prior to the onset of the COVID-19 pandemic
in 2020. Our cost advantage relative to some of our competitors was
due to, among other factors, high aircraft utilization, new and
efficient aircraft, relatively low distribution costs, and a
productive workforce. Because our network initiatives and growth
plans require a low cost platform, we strive to stay focused on our
competitive costs, operational excellence, efficiency improvements,
and enhancing critical elements of the JetBlue Experience. We will
remain nimble and continue to execute on our cost plan in the face
of changing customer behaviors as we navigate through the COVID-19
pandemic.
Route Structure
JetBlue's point-to-point system is the foundation of our
operational structure, with the majority of our routes touching at
least one of our six focus cities. This structure allows us to
optimize costs as well as accommodate customers' preference for
nonstop itineraries. A vast majority of our operations are centered
in the heavily populated northeast corridor of the U.S., which
includes the New York and Boston metropolitan areas. This airspace
is some of the world's most congested and drives certain
operational constraints.
Our peak levels of traffic over the course of the typical year vary
by route; the East Coast to Florida/Caribbean routes peak from
October through April and the West Coast routes peak in the summer
months. Generally speaking, many of our areas of operations in the
Northeast experience poor winter weather conditions, resulting in
increased costs associated with de-icing aircraft, canceled
flights, and accommodating displaced customers. Many of our Florida
and Caribbean routes experience bad weather conditions in the
summer and fall due to thunderstorms and hurricanes. As we enter
new markets we could be subject to additional seasonal variations
along with competitive responses by other airlines.
Our flying in 2020 did not follow the typical historical patterns
and was instead shaped by our responses to the significant declines
in demand for air travel and changes in travel behavior triggered
by the COVID-19 pandemic and associated government travel
restrictions in the U.S. and international destinations we
serve.
•New
York metropolitan area -
We are New York's Hometown Airline®.
Approximately one-half of our flights originate from or are
destined for the New York metropolitan area. JFK is New York's
largest airport, and we are the second largest airline at JFK as
measured by domestic seats. Our 2020 operations accounted for 39%
of seats offered on domestic routes from JFK. We also serve New
Jersey's Newark Liberty International Airport, or Newark, New
York
City's LaGuardia Airport, or LaGuardia, New York's Stewart
International Airport, or Newburgh, and New York's Westchester
County Airport, or White Plains.
•Boston
-
We are the largest carrier at Boston's Logan International Airport,
or Boston. At the end of 2020, we flew to 70 nonstop destinations
from Boston and our operations accounted for 31% of all seats
offered in Boston.
•Caribbean
and Latin America -
At the end of 2020, we had 35 BlueCities in the Caribbean and Latin
America. San Juan, Puerto Rico is our only focus city outside of
the Continental U.S. We are a leading carrier in Puerto Rico
serving three airports. We are also the largest airline in the
Dominican Republic, serving four airports.
•Fort
Lauderdale-Hollywood -
We are a leading carrier at Fort Lauderdale-Hollywood International
Airport, or Fort Lauderdale-Hollywood, with approximately 19% of
all seats offered in 2020.
•Orlando
-
We are the leading carrier measured by seats at Orlando
International Airport, or Orlando. At the end of 2020, we served 33
nonstop destinations from Orlando and our operations accounted for
10% of all seats offered in Orlando in 2020.
•Los
Angeles area -
We are the sixth largest carrier in the Los Angeles area measured
by seats, operating from Los Angeles International Airport, or LAX,
Burbank's Bob Hope Airport, or Burbank, and Ontario International
Airport, or Ontario. In July 2020, we announced our plans to make
LAX a focus city and our primary base of operations on the west
coast. To enable this shift, we relocated our operations from Long
Beach Airport along with our crew and maintenance bases in October
2020. We believe this move will enable us to embark on a strategic
expansion over the next five years with plans to reach
approximately 70 flights per day by 2025.
Fleet Structure
We currently operate Airbus A321, Airbus A320, and Embraer E190
aircraft types. As of December 31, 2020, our fleet had an
average
age of 11.3 years.
We took delivery of our first Airbus A220 aircraft in December
2020. We expect this aircraft to enter into service in early
2021.
The reliability of our fleet is essential to ensuring our
operations run efficiently and we are continually working with our
aircraft and engine manufacturers to enhance our
performance.
We continue to work with the Federal Aviation Administration, or
FAA, in efforts towards implementing the Next Generation Air
Transportation System, or NextGen. NextGen technology is expected
to improve operational efficiency in the congested airspaces in
which we operate. NextGen is a multi-year modernization project
with a target of having all major components in place by 2025. As
part of NextGen, our aircraft will be outfitted with the
following:
•Automatic
Dependent Surveillance-Broadcast Out
("ADSB-Out"):
ADSB-Out is a global positioning system ("GPS") surveillance
technology that give air traffic controllers the precise location
of aircraft every second. The goal of this technology is to safely
boost the capacity of our airspace.
•Satellite-based
Communications:
We are putting satellite-based voice and data communications
("SATCOM") on our Airbus fleet. As planned, every aircraft will be
assigned a unique phone number, similar to a cell network, aimed at
giving us positive contact with our aircraft anywhere in the
world.
•Data
Comm:
Data Comm makes departures more efficient by dramatically speeding
up the process of aircraft pilots obtaining clearance from air
traffic controllers. With Data Comm, controllers can simply push
clearance details to the aircraft and dispatcher, which the pilot
can confirm and automatically input into the flight computer with
the push of a button.
Fleet Maintenance
Consistent with our core value of safety, our FAA-approved
maintenance programs are administered by our technical operations
department. We use qualified maintenance personnel and ensure they
have comprehensive training. We maintain our aircraft and
associated maintenance records in accordance with, if not
exceeding, FAA regulations.
As a result of the significant reduction in demand expectations and
lower capacity driven by the COVID-19 pandemic, we have temporarily
parked a portion of our fleet throughout 2020 and continuing into
2021.
Fleet maintenance work is divided into three categories: line
maintenance, heavy maintenance, and component
maintenance.
The bulk of our line maintenance is handled by JetBlue technicians
and inspectors. It consists of daily checks, overnight and weekly
checks, or "A" checks, diagnostics, and routine
repairs.
Heavy maintenance checks, or "C" checks, consist of a series of
more complex tasks taking from one to four weeks to complete and
are typically performed once every 15 months. All of our aircraft
heavy maintenance work is performed by third party FAA-approved
facilities such as Aeroman (an MRO Holdings company), Flightstar
(an MRO Holdings company), and PEMCO World Air Services (an
Airborne Maintenance and Engineering Services, Inc. company), and
are subject to direct
oversight by JetBlue personnel. We outsource heavy maintenance as
the costs are lower than if we performed the tasks
internally.
Component maintenance on equipment such as engines, auxiliary power
units, landing gears, pumps, and avionic computers are all
performed by a number of different FAA-approved third party repair
stations. We have time and materials agreements with MTU Aero
Engines, Lufthansa Technik AG, and International Aero Engines AG
("IAE") for the repair, overhaul, modification, and logistics of
our Airbus aircraft engines. We also have a maintenance agreement
with GE Engine Services, LLC for our Embraer E190 aircraft engines
and IAE for our Airbus A321neo aircraft engines. Many of our
maintenance service agreements are based on a fixed cost per flight
hour. These fixed costs vary based upon the age of the aircraft and
other operating factors impacting the related component. Required
maintenance not otherwise covered by these agreements is performed
on a time and materials basis. All other maintenance activities are
sub-contracted to qualified maintenance, repair and overhaul
facilities.
Aircraft Fuel
Aircraft fuel continues to be one of our largest expenses. Its
price has been extremely volatile due to global economic and
geopolitical factors which we can neither control nor accurately
predict.
Our 2020 fuel consumption decreased by 53.4% compared to 2019 due
to capacity reductions in response to lower demand as a result of
the COVID-19 pandemic.
We use a third party to assist with fuel management service and to
procure most of our fuel. Our historical fuel consumption and costs
for the years ended December 31 were:
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2020 |
|
2019 |
|
2018 |
Gallons consumed (millions) |
|
412 |
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|
885 |
|
|
849 |
|
Total cost (millions)(1)
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|
$ |
631 |
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$ |
1,847 |
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$ |
1,899 |
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Average price per gallon(1)
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$ |
1.53 |
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$ |
2.09 |
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$ |
2.24 |
|
Percent of operating expenses |
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13.5 |
% |
|
25.3 |
% |
|
25.7 |
% |
(1) Total cost and average price per gallon each include related
fuel taxes as well as effective fuel hedging gains and
losses.
We attempt to protect ourselves against the volatility of fuel
prices by entering into a variety of derivative instruments. These
include call spread options, call options, swaps, caps, collars,
and basis swaps with underlyings of jet fuel, crude and heating
oil.
Financial Health
We strive to maintain financial strength and a cost structure that
enables us to grow profitably and sustainably. In the first years
of our history, we relied on financing activities to fund much of
our growth. Starting in 2007, our growth has largely been funded
through internally generated cash from operations.
In response to the travel restrictions, decreased demand, and other
effects the COVID-19 pandemic has had and is expected to continue
to have on the Company's business, we have
secured
over $4 billion in net proceeds through
various debt and equity financing activities in 2020. We believe
the additional liquidity will allow us to navigate through the
pandemic in the short-term. We will continue to evaluate future
financing opportunities to build additional levels of liquidity as
needed. Due to the impact that the demand environment has had on
our financial condition, our credit ratings were downgraded during
2020. Our current ratings from the three major credit rating
agencies are summarized below:
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Rating Agency |
|
Current Rating |
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Outlook |
Fitch |
|
BB- |
|
Negative |
Moody's |
|
Ba2 |
|
Negative |
Standard & poor's |
|
B+ |
|
Negative |
JetBlue Technology Ventures
JetBlue Technology Ventures, LLC, or JTV, is a wholly owned
subsidiary of JetBlue. JTV invests in and partners with early stage
startups with goals of improving the travel, hospitality, and
transportation industries. The investment focus of JTV is as
follows:
•Seamless
Customer Journey:
Solutions that brighten the journey and enable a seamless travel
experience throughout every part of the customer's
trip.
•Reimagining
the Accommodation Experience:
Evolutions in hospitality, including alternative accommodations,
and the underlying products and services that power the
industry.
•Next-Generation
Aviation Operations and Enterprise Tech:
Innovations that enhance safety, improve operations, and drive
enterprise-wide efficiencies.
•Innovation
in Loyalty, Distribution, and Revenue:
Technologies that personalize and diversify commerce, simplify
payments, and improve revenue opportunities.
•Sustainable
Travel:
Advanced methods of measuring and reducing emissions, improved
environmental protections, and game-changing transportation powered
by alternative propulsion systems.
JetBlue Travel Products
In 2018, we launched JBTP, LLC, or JetBlue Travel Products, which
includes our JetBlue Vacations®
brand and other non-air travel products such as travel insurance,
cruises, and car rental. With its Inspiration Center headquartered
in Fort Lauderdale, we believe JetBlue Travel Products will play an
important role in delivering our vision of inspiring humanity,
extending our reach further across the travel ribbon to offer
customers an even more seamless travel experience.
TWA Flight Center Hotel
In 2015, the Board of Commissioners of the Port Authority of
New York & New Jersey, or the PANYNJ approved a
construction plan to redevelop the TWA Flight Center at JFK on its
nearly six-acre site into a hotel with over 500 rooms, meeting
spaces, restaurants, a spa and an observation deck. As part of the
plan, a 75-year lease agreement was entered into between the PANYNJ
and the Flight Center Hotel, LLC, a partnership of MCR Development,
LLC and JetBlue. The TWA Flight Center Hotel opened for business in
2019. As of December 31, 2020, we have an approximate 10% ownership
interest in the hotel.
HUMAN CAPITAL MANAGEMENT
Our People and Culture
We believe our success depends on our crewmembers delivering the
JetBlue Experience in the sky and on the ground. One of our
competitive strengths is a service oriented culture grounded in our
five key values: safety, caring, integrity, passion, and fun. We
believe a highly productive and engaged workforce enhances customer
loyalty. Our goal is to hire, train, and retain a diverse workforce
of caring, passionate, fun, and friendly people who share our
mission to inspire humanity.
We first introduce our culture to new crewmembers during the
screening process and then at an extensive new hire orientation
program at JetBlue University, our training center in Orlando.
Orientation focuses on the JetBlue strategy and emphasizes the
importance of customer service, productivity, and cost control. We
provide continuous training for our crewmembers including technical
training, various leadership training programs, and regular
training focused on the safety value and front line training for
our customer service teams.
Our historical and, post-pandemic, future growth plans necessitate
and facilitate opportunities for talent development. In 2016, we
launched Gateway Select, a program for prospective pilots to join
us for a rigorous, approximately four-year training program in
partnership with CAE Inc. that incorporates classroom learning,
extensive real-world flying experience and instruction in full
flight simulators.
We believe a direct relationship between crewmembers and our
leadership is in the best interests of our crewmembers, our
customers, and our shareholders. Except for our pilots and inflight
crewmembers, our crewmembers do not have third-party
representation. In 2014, JetBlue’s pilots voted for, and the
National Mediation Board, or NMB, certified the Air Line Pilots
Association, or ALPA, as the representative body for JetBlue pilots
after winning a representation election. We reached a final
agreement for our first collective bargaining agreement which was
ratified by the pilots in 2018. The agreement is a four-year
renewable contract effective August 1, 2018. In April 2018, JetBlue
inflight crewmembers elected to be solely represented by the
Transport Workers Union of America, or TWU. The NMB certified the
TWU as the representative body for JetBlue inflight crewmembers. In
November 2020, our inflight crewmembers voted to decline the
ratification of a tentative collective bargaining agreement between
JetBlue and TWU. We are currently working with TWU to determine
next steps. As of December 31, 2020, approximately
51 percent
of our full-time equivalent crewmembers were represented by unions.
The following table sets forth our crewmember groups and the status
of their respective collective bargaining agreements.
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Crewmember Group |
|
Representative |
|
Crewmembers(1)
|
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Amendable Date(2)
|
Pilots |
|
Air Line Pilots Association (ALPA) |
|
3,715 |
|
August 1, 2022 |
Inflight |
|
Transport Workers Union (TWU) |
|
3,572 |
|
In negotiations |
(1) Approximate number of active full-time equivalent crewmembers
as of December 31, 2020.
(2) Our relations with our labor organizations are governed by
Title II of the Railway Labor Act of 1926, pursuant to which the
collective bargaining agreements between us and these organizations
do not expire but instead become amendable as of a certain date if
either party wishes to modify the terms of the
agreement.
We have individual employment agreements with each of our
non-unionized FAA licensed crewmembers which consist of
dispatchers, technicians, inspectors, and air traffic controllers.
Each employment agreement is for a term of five years and renews
for an additional five-year term, unless the crewmember is
terminated for cause or the crewmember elects not to renew.
Pursuant to these employment agreements, crewmembers can only be
terminated for cause. In the event of a downturn in our business,
resulting in a reduction of flying and related work hours, we are
obligated to pay these crewmembers a guaranteed level of income and
to continue their benefits. We provide what we believe to be
industry-leading job protection through these agreements. We
believe these agreements provide JetBlue and crewmembers
flexibility and allow us to react to crewmember needs more
efficiently than collective bargaining agreements.
A key feature of the direct relationship with our crewmembers is
our Values Committees which are made up of peer-elected frontline
crewmembers from each of our major work groups, other than pilots
and inflight crewmembers. They represent the interests of our
workgroups and help us run our business in a productive and
efficient manner. We believe this direct relationship with
crewmembers drives higher levels of engagement and alignment with
JetBlue’s strategy, culture, and overall goals.
We believe the efficiency and engagement of our crewmembers is a
result of our flexible and productive work rules. We are cognizant
of the competition for productive labor in key industry positions
and new government rules requiring higher qualifications as well as
more restricted hours that may result in potential labor shortages
in the upcoming years.
Our leadership team communicates on a regular basis with all
crewmembers in order to maintain a direct relationship and to keep
them informed about news, strategy updates, and challenges
affecting the airline and the industry. Effective and frequent
communication throughout the organization is fostered through
various means including email messages from our CEO and other
senior leaders at least weekly, weekday news updates to all
crewmembers, crewmember engagement surveys, and active leadership
participation in new hire orientations. Leadership is also heavily
involved in periodic open forum meetings across our network, called
“pocket sessions” which are often videotaped and posted on our
intranet. By soliciting feedback for ways to improve our service,
teamwork and work environment, our leadership team works to keep
crewmembers engaged and makes our business decisions transparent.
Additionally, we believe cost and revenue improvements are best
recognized by crewmembers on the job.
Our average number of full-time equivalent crewmembers for the year
ended December 31, 2020 consisted of 3,714 pilots, 4,308
inflight (whom other airlines may refer to as flight attendants),
2,745 airport operations personnel, 653 technicians (whom other
airlines may refer to as mechanics), 849 reservation agents, and
3,181 management and other personnel. For the year ended
December 31, 2020, we employed an average of 16,228 full-time
and 4,514 part-time crewmembers.
Our average number of full-time equivalent crewmembers decreased by
16.6% compared to 2019 as a result of various voluntary separation
and time off programs implemented in response to the drastic
decline in demand for air travel brought on by the COVID-19
pandemic.
Diversity and Inclusion
Every day we aim to live our mission of inspiring humanity, driving
inclusion both inside and outside the Company. While we recognize
that there is a lack of diversity in certain areas of the
commercial aviation industry, we are taking steps to address that
challenge.
Our efforts to promote diversity and inclusion are centered around
three key pillars: (1) representative leadership; (2) an open
culture; and (3) commercial impact. This focus starts at the
top.
As leadership opportunities emerge, we will continue to seek
qualified diverse candidates to propel our Company forward. To this
end, we have expanded our recruitment streams for diverse talent
through partnerships with the National Gay Pilots Association,
Boston Pride, and the Organization of Black Aerospace
Professionals, among others.
In 2018, we appointed our first female President and Chief
Operating Officer, Joanna Geraghty. Today, women account for more
than one-third of our Board of Directors and approximately
one-fifth of our senior leadership team.
All JetBlue crewmembers have the right to an open and respectful
workplace. Our Code of Conduct prohibits all forms of
discrimination, and we promote open communication to resolve any
discrimination concerns. Every JetBlue director-level crewmember
and above is required to participate in unconscious bias
training.
Crewmember Programs
We are committed to supporting our crewmembers through a number of
programs including:
•Crewmember
Resource Groups (CRGs) -
We encourage crewmembers to celebrate their individuality and build
camaraderie through our various CRGs. CRGs spearhead programs to
embrace and encourage the sharing of different perspectives,
thoughts, and ideas. At the end of 2020, we had six CRGs which
include:
◦Blue
Aviasian:
Celebrates the history of Asians, Asian Americans and Pacific
Islanders. The group offers immersive cultural experiences,
networking, and career development events.
◦Blue
Conexión:
Shares the Latino culture and language in the workplace and
community.
◦JADE
(JetBlue African Diaspora Experience):
Explores the rich cultures of the African diaspora.
JADE
leads cultural events during Black History Month and hosts
TravelCon, a day-long event for crewmembers to learn about the
diverse experience of Black travelers, among other
events.
◦JetPride:
Offers professional development opportunities for LGBTQ+
crewmembers and their allies. During Pride Month, crewmembers march
across the network to celebrate diversity, equality and
acceptance.
◦Vets
in Blue:
Provides a forum for crewmembers who honorably serve or have served
in the Armed Forces. Vets in Blue strengthens JetBlue’s efforts to
employ and retain members of the military through outreach,
networking events, career fairs, and mentoring opportunities. Many
former service members enjoy second careers with JetBlue in airport
operations, corporate security, inflight, flight operations and
more.
◦Women
in Flight:
Provides members with educational networking opportunities that
inspire career and personal growth. Typically, the group hosts our
annual Fly Like a Girl event, teaching young girls about different
career paths in aviation.
•JetBlue
Crewmember Crisis Fund (JCCF) -
This organization, originally formed in 2002, is a non-profit
corporation independent from JetBlue and recognized by the IRS as a
tax-exempt entity. JCCF was created to assist JetBlue crewmembers
and their immediate family members (IRS Dependents) with short-term
financial support in times of crisis and unexpected emergencies
when other resources are not available. Funds for JCCF grants come
directly from crewmember donations via a tax-deductible payroll
deduction. The assistance process is confidential with only the
fund administrator and coordinator knowing the identity of the
crewmembers in need.
•JetBlue
Scholars
- Developed in 2015, this program offers a new and innovative model
to our crewmembers wishing to further their education. Crewmembers
enrolled in the program can earn an undergraduate degree through
self-directed online college courses facilitated by JetBlue. This
reemphasizes our continuous effort to help provide assistance to
our most valued asset, our people. To build on the program, we
introduced the Master's Pathway program in 2019 which is designed
to help crewmembers who would like to advance their education even
further by pursuing a master's degree. The Master's Pathway program
partners with reputable institutions to provide a variety of
benefits to crewmembers including tuition discounts, scholarships,
and access to specialized support services.
•
Lift Recognition Program -
Created in 2012, this crewmember recognition program encourages
crewmembers to celebrate their peers for living JetBlue's values by
sending e-thanks through an on-line platform. Our leadership team
periodically hosts an event for the crewmembers who receive the
highest number of Lift award recognitions in each quarter of the
year. In 2020, we saw more than 100,000 Lift awards.
Response to the COVID-19 Pandemic
In response to the COVID-19 pandemic, we continued to prioritize
the safety of our crewmembers while continuing to support the needs
of our operations during this period. Some of the steps we have
taken include:
•Introduced
"Safety from the Ground Up", an initiative with a multi-layer
approach that encompasses enhanced safety and cleaning measures on
our flights, at our airports, and in our offices;
•Instituted
temperature checks for all of our customer-facing and
support-center crewmembers;
•Updated
our sick leave policy to provide up to 14 days of paid sick leave
for crewmembers who were diagnosed with COVID-19 or were required
to quarantine;
•Partnered
with Northwell Direct to provide a comprehensive set of COVID-19
services and programs to support our crewmembers;
•Implemented
a framework for internal contact tracing, crewmember notification,
and a return to work clearance process for all crewmembers,
wherever they may be located;
•Administered
more frequent disinfecting of common surfaces and areas with high
touchpoints in our facilities; and
•Conducted
regular virtual "pocket sessions" to provide company-wide updates
to our crewmembers as we navigate through the
pandemic.
Community Programs
JetBlue is committed to supporting the communities and BlueCities
we serve through a variety of community programs
including:
•Corporate
Social Responsibility (CSR) -
The CSR strategy, JetBlue For Good, focuses on three areas that our
customers and crewmembers are passionate about: (1) youth and
education, (2) community, and (3) environment.
◦Youth
and Education:
As a pillar of JetBlue For Good, our youth and education efforts
focus on providing children from underserved areas the resources
needed to obtain a quality education and sustainable careers. We do
this through various initiatives including donating age-appropriate
books to areas where books are scarce outside of school walls. We
also host regular career days that help expose young adults to the
careers available to them upon graduation and beyond.
◦Community:
We have a longstanding tradition of supporting the dedicated
community organizations that make our BlueCities better. We show
our support through partnerships, donations and more than the 1
million-plus volunteer hours logged by our crewmembers since
2011.
◦Environment:
JetBlue’s primary environmental sustainability priority is reducing
and managing carbon emissions from jet fuel. We are committed to
investing in more fuel-efficient technologies, renewable fuels,
electric ground service equipment, logistics and other measures to
reduce our carbon footprint.
•JetBlue
Foundation -
Created in 2013 as a 501(c)(3) non-profit corporation, the JetBlue
Foundation is a JetBlue-sponsored organization focused on raising
awareness for careers in science, technology, engineering and math
(STEM) and aviation. The JetBlue Foundation focuses on four main
areas:
◦Partnering
with organizations and communities to provide access to STEM
programs for students from traditionally underserved
communities;
◦Investing
in programs geared toward students from diverse backgrounds to
create a lifelong interest in STEM as early as possible in a
student's academic career;
◦Creating
equal opportunities and increasing access for all students to spark
a passion for STEM; and
◦Building
a more diverse talent pipeline for the aviation
industry.
REGULATION
Airlines are heavily regulated, with rules and regulations set by
various federal, state and local agencies. We also operate under
specific regulations due to our operations within the high density
airspace of the northeast U.S. Most of our airline operations are
regulated by U.S. governmental agencies including:
DOT -
The DOT primarily regulates economic issues affecting air service
including, but not limited to, certification and fitness,
insurance, consumer protection and competitive practices. They set
the requirement that carriers cannot permit domestic flights to
remain on the tarmac for more than three hours. The DOT also
requires that the advertised price for an airfare or a tour package
including airfare (such as a hotel/air vacation package) has to be
the total price to be paid by the customer, including all
government taxes and fees. It has the authority to investigate and
institute proceedings to enforce its economic regulations and may
assess civil penalties, revoke operating authority and seek
criminal sanctions.
FAA -
The FAA primarily regulates flight operations, in particular,
matters affecting air safety. This includes but is not limited to
airworthiness requirements for aircraft, the licensing of pilots,
mechanics and dispatchers, and the certification of flight
attendants. It requires each airline to obtain an operating
certificate authorizing the airline to operate at specific airports
using specified equipment. Like all U.S. certified carriers,
JetBlue cannot fly to new destinations without the prior
authorization of the FAA. After providing notice and a hearing, the
FAA has the authority to modify, suspend temporarily or revoke
permanently our authority to provide air transportation or that of
our licensed personnel for failure to comply with FAA regulations.
It can additionally assess civil penalties for such failures as
well as institute proceedings for the imposition and collection of
monetary fines for the violation of certain FAA regulations. When
significant safety issues are involved, it can revoke a U.S.
carrier's authority to provide air transportation on an emergency
basis, without providing notice and a hearing. It monitors our
compliance with maintenance as well as flight operations and safety
regulations. It maintains on-site representatives and performs
frequent spot inspections of our aircraft, crewmembers and records.
The FAA also has the authority to issue airworthiness directives
and other mandatory orders. This includes the inspection of
aircraft and engines, fire retardant and smoke detection devices,
collision and wind shear avoidance systems, noise abatement, and
the mandatory removal and replacement of aircraft parts that have
failed or may fail in the future. We have and maintain FAA
certificates of airworthiness for all of our aircraft and have the
necessary FAA authority to fly to all of the destinations we
currently serve.
Transportation Security Administration and U.S. Customs and Border
Protection
-
The Transportation Security Administration, or TSA, and the U.S.
Customs and Boarder Protection, or CBP, operate under the
Department of Homeland Security and are responsible for all civil
aviation security. This includes passenger and baggage screening;
cargo security measures; airport security; assessment and
distribution of intelligence; security research and development;
international passenger screening; customs; and agriculture. It
also has law enforcement powers and the authority to issue
regulations, including in cases of national emergency, without a
notice or comment period. It can also assess civil penalties for
such failures as well as institute proceedings for the imposition
and collection of monetary fines for the violation of certain
regulations.
Taxes & Fees -
The airline industry is one of the most heavily taxed in the U.S.,
with taxes and fees accounting for approximately
15% of
the total fare charged to a customer. Airlines are obligated to
fund all of these taxes and fees regardless of their ability to
pass these charges on to the customer. The September 11 Security
Fee which is set by the TSA and is passed through to the customer,
is currently $5.60 per enplanement, regardless of the number of
connecting flights and a round trip fee is limited to a maximum of
$11.20. Effective December 28, 2015, the Animal and Plant Health
Inspection Service Aircraft Inspection fee increased from $70.75 to
$225 per international aircraft arriving in the U.S.
State and Local -
We are subject to state and local laws and regulations in a number
of states in which we operate and the regulations of various local
authorities operating the airports we serve.
Airport Access -
JFK, LaGuardia, and Ronald Reagan Washington National Airport, or
Reagan National, are slot-controlled airports subject to the "High
Density Rule" and successor rules issued by the FAA, or Slots.
These rules were implemented due to the high volume of traffic at
these popular airports located in the northeast corridor airspace.
The rules limit the air traffic in and out of these airports during
specific times; however, even with the rules in place, delays
remain among the highest in the nation due to continuing airspace
congestion. Additionally, we have Slots at other Slot-controlled
airports governed by unique local ordinances not subject to the
High Density Rule, such as Westchester County Airport in White
Plains, NY. Gate access is another common issue at certain
airports.
Foreign Operations -
International air transportation is subject to extensive government
regulation. The availability of international routes to U.S.
airlines is regulated by treaties and related agreements between
the U.S. and foreign governments. We currently operate
international service to Antigua and Barbuda, Aruba, the Bahamas,
Barbados, Bermuda, the Cayman Islands, Colombia, Costa Rica, Cuba,
Curaçao, the Dominican Republic, Ecuador, Grenada, Guadeloupe,
Guyana, Haiti, Jamaica, Mexico, Peru, Saint Lucia, St. Maarten,
Trinidad and Tobago, and the Turks and Caicos Islands. We
anticipate further expanding our network to Guatemala in 2021 and
intend to begin service to London, our first destination in Europe.
To the extent we seek to provide air transportation to additional
international markets in the future, we would be required to obtain
necessary authority from the DOT and the FAA as well as the
applicable foreign government. During 2020, our flight operations
to many of these countries were disrupted by travel restrictions
that were implemented in response to the COVID-19
pandemic.
We believe we are operating in material compliance with DOT, FAA,
TSA, CBP and applicable international regulations as well as hold
all necessary operating and airworthiness authorizations and
certificates. Should any of these authorizations or certificates be
modified, suspended, or revoked, our business could be materially
adversely affected.
Other
Environmental -
We are subject to various federal, state and local laws relating to
the protection of the environment. This includes the regulation of
greenhouse gas ("GHG") emissions, the discharge or disposal of
materials and chemicals, as well as the regulation of aircraft
noise administered by numerous state and federal
agencies.
The Airport Noise and Capacity Act of 1990 recognizes the right of
airport operators with special noise problems to implement local
noise abatement procedures as long as those procedures do not
interfere unreasonably with the interstate and foreign commerce of
the national air transportation system. Certain airports, including
San Diego airport in California, have established restrictions to
limit noise which can include limits on the number of hourly or
daily operations and the time of such operations. These limitations
are intended to protect the local noise-sensitive communities
surrounding the airport. Our scheduled flights at San Diego airport
are in compliance with the noise curfew limits, but on occasion
when we experience irregular operations, we may violate these
curfews.
Concern over climate change, including the impact of global
warming, has led to significant U.S. and international legislative
and regulatory efforts to limit GHG emissions, including our
aircraft and ground operations emissions. In October 2016, the
International Civil Aviation Organization (“ICAO”) passed a
resolution adopting the Carbon Offsetting and Reduction Scheme for
International Aviation (“CORSIA”), which is a global, market-based
emissions offset program intended to promote carbon-neutral growth
beyond 2020. CORSIA is scheduled to be implemented through multiple
phases beginning in 2021. ICAO continues to develop details
regarding implementation, but we believe compliance with CORSIA
will increase our operating costs.
As part of our sustainability and environmental strategy, we are
embracing new technologies and making changes that will ultimately
benefit our crewmembers, customers, and shareholders. Some of our
sustainability initiatives include:
Reducing and Managing Carbon Dioxide ("CO2")
Emissions
- We are committed to reducing our contribution to global warming
and climate change. We have been purchasing CO2
offsets since 2008. In 2020, we began offsetting our
CO2
emissions from jet fuel for all domestic flights and became the
first major U.S airline to achieve carbon neutrality on all
domestic flying. Our target is to achieve net zero carbon emissions
by 2040, ten years ahead of the Paris Climate Agreement. To reach
net zero carbon emissions, we plan to continuously increase the
fuel-efficiency of our operations, expand usage of sustainable
aviation fuels, explore alternative power aircraft technology such
as electric aircraft for short-hauls, and offset any remaining
emissions.
Sustainable Aviation Fuel
- As announced in January 2020, we have agreed to purchase
sustainable aviation fuel produced from waste and residue raw
materials. We began flying regularly with sustainable aviation fuel
on flights from San Francisco International Airport in July 2020.
We believe making the switch will help us significantly reduce
CO2
emissions and our environmental footprint, with no impact on
performance or safety.
Operating a More Sustainable Fleet
- We are working closely with the FAA towards implementing NextGen.
NextGen will allow us to fly more efficient routes thereby reducing
fuel burn and resulting emissions. Our Airbus A321neo aircraft will
help reduce CO2
emissions with improved fuel economy through newly designed engine
technology and cabin changes. In addition, our incoming Airbus A220
aircraft will reduce emissions by approximately 40% per seat
compared to the older aircraft they will replace.
Electric Ground Service Equipment
- In 2019, we began replacing our gas-powered Ground Service
Equipment ("GSE") at JFK with electric-powered versions, known as
eGSE, to reduce fuel consumption, noise, and GHG emissions. We
anticipate similar conversions to eGSE to be implemented at our
other focus cities in the future. Our goal is to significantly
expand our eGSE fleet by converting 40% of our three most commonly
owned GSE vehicles (baggage tractors, belt loaders, and push back
tugs) to electric by 2025 and 50% by 2030.
Reporting
- We report annually on environmental, social, governance ("ESG")
issues using the Sustainable Accounting Standards Board and Task
Force on Climate-related Financial Disclosures frameworks. The
report can be found on our Investor Relations website at
http://investor.jetblue.com.
Foreign Ownership -
Under federal law and DOT regulations, JetBlue must be controlled
by U.S. citizens. In this regard, our chief executive officer and
at least two-thirds of our board of directors must be U.S.
citizens. Further, no more than 24.99% of our outstanding common
stock may be voted by non-U.S. citizens. We believe we are
currently in compliance with these ownership
provisions.
Other Regulations -
All airlines are subject to certain provisions of the
Communications Act of 1934 due to their extensive use of radio and
other communication facilities. They are also required to obtain an
aeronautical radio license from the Federal Communications
Commission, or FCC. To the extent we are subject to FCC
requirements, we take all necessary steps to comply with those
requirements.
Our labor relations are covered under Title II of the Railway Labor
Act of 1926 and are subject to the jurisdiction of the
NMB.
In addition, during periods of fuel scarcity, access to aircraft
fuel may be subject to federal allocation regulations.
Civil Reserve Air Fleet -
We are a participant in the Civil Reserve Air Fleet Program, which
permits the U.S. Department of Defense to utilize our aircraft
during national emergencies when the need for military airlift
exceeds the capability of military aircraft. By participating in
this program, we are eligible to bid on and be awarded peacetime
airlift contracts with the U.S. military.
Insurance
We carry various types of insurance customary in the airline
industry and at amounts deemed adequate to protect us and our
property as well as comply with both federal regulations and
certain credit and lease agreements.
WHERE YOU CAN FIND OTHER INFORMATION
Our website is
www.jetblue.com.
Information contained on our website is not part of this Report.
Information we furnish or file with the SEC, including our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and any amendments to or exhibits
included in these reports are available for download, free of
charge, on our website soon after such reports are filed with or
furnished to the SEC. Our SEC filings, including exhibits filed
therewith, are also available at the SEC’s website at
www.sec.gov.
ITEM 1A. RISK FACTORS
We are subject to various risks that make an investment in our
securities risky. The events and consequences discussed in these
risk factors could, in circumstances
we may
or may not be able to accurately predict, recognize, or control,
have a material adverse effect on our business, liquidity,
financial condition, and results of operations. In addition, these
risks could cause results to differ materially from those we
express in forward-looking statements contained in this Annual
Report or in other Company communications. These risk factors do
not identify all risks that we face; our operations could also be
affected by factors, events, or uncertainties that are not
presently known to us or that we currently do not consider to
present significant risks to our operations.
Risks Related to the COVID-19 Pandemic
The global COVID-19 pandemic has had, and is expected to continue
to have, a material adverse impact on the travel industry generally
and, as a result, on our business and results of operations, and
these impacts may persist for an extended period of time or become
more pronounced over time.
The global spread and impact of the COVID-19 pandemic is complex,
unpredictable, and continuously evolving and has resulted in
significant disruption and additional risks to our business; the
travel and hospitality industries; and the global economy. The
COVID-19 pandemic has led governments and other authorities around
the world to impose measures intended to control its spread,
including restrictions on large gatherings of people, travel bans,
border closings and restrictions, business closures, quarantines,
shelter-in-place orders, and social distancing measures. As a
result, the COVID-19 pandemic and its consequences have
significantly reduced global passenger air travel and have had a
material detrimental impact on global commercial activity across
the travel and hospitality industries, all of which has had, and is
expected to continue to have, a material adverse impact on our
business, operations, and financial results.
The extent, duration, and magnitude of the COVID-19 pandemic's
effects will depend on various factors, all of which are highly
uncertain and difficult to predict, including, but not limited to,
the impact of the pandemic on global and regional economies,
travel, and economic activity, as well as actions taken by
governments, businesses, and individuals in response to the
pandemic, any additional resurgence, or COVID-19 variants. These
factors include the impact of the COVID-19 pandemic on unemployment
rates and consumer discretionary spending; governmental or
regulatory orders that impact our business and our industry; the
demand for air travel; levels of consumer confidence; the ability
to effectively and widely manufacture and distribute vaccines and
broad acceptance of the vaccine by the general population; and the
pace of recovery when the pandemic subsides. Moreover, even after
shelter-in-place orders and travel bans and advisories are lifted
and vaccines are more widely distributed and available, demand for
air travel may remain depressed for a significant length of time,
and we cannot predict if and when demand will return to
pre-COVID-19 levels.
In addition, we cannot predict whether business travel for
in-person meetings will decrease over the long-term due to
technological advancements in, and consumer acceptance and
adaptation to, virtual meetings and/or changes in customer
preferences.
The COVID-19 pandemic has subjected our business, operations, and
financial condition to a number of significant risks:
Demand, Capacity, Revenues and Expenses:
With the global spread of COVID-19 beginning in March 2020, the
Company began experiencing a significant decline in international
and domestic demand related to COVID-19 during the first quarter of
2020, and this reduction in demand has continued through the date
of this report and is expected to continue for the foreseeable
future. The decline in demand caused a material deterioration in
our revenues, resulting in a net loss of $1.4 billion for the year
ended December 31, 2020. The Company expects its results of
operations for full-year 2021 to be materially impacted. The
continued decline in demand, which is expected to continue for the
foreseeable future, is expected to have a material adverse impact
on our business, operating results, financial condition, and
liquidity.
The COVID-19 pandemic has caused us, and could continue to cause
us, to incur additional expenses. While governments have and may
continue to implement various stimulus and relief programs, it is
uncertain whether and to what extent we will be eligible to
participate in, or successfully access, such programs, whether
conditions or restrictions imposed under such programs will be
acceptable, and whether such programs will be effective in avoiding
or significantly mitigating the financial impacts of the COVID-19
pandemic. Further, we have incurred additional costs related to
severance payments and may incur additional expenses related to
restructuring activities in future periods. Even after the COVID-19
pandemic subsides, we could experience other short or longer-term
impacts on our costs, including, for example, the need for enhanced
health and hygiene standards or certifications, social distancing
requirements or other precautionary measures in response to the
health and safety challenges presented by the COVID-19 pandemic.
These effects could impact our ability to generate profits even
after revenues improve. The Company have and expect to continue to
focus on reducing expenses and managing liquidity. While we lowered
our cash burn from an average of approximately $18 million per day
at the end of March 2020 to approximately $ 6.7 million per day in
in the fourth quarter ended December 31, 2020, we may not be able
to continue to reduce cash burn at the same rate in the future.
Refer to our "Regulation G Reconciliation of Non-GAAP Financial
Measures" provided in "Part II - Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations" within this Report for our definition of
"cash burn".
Operations:
In response to the significant decline in demand for air travel
across our system, we have taken actions and continue to evaluate
spending to manage operating expenses and optimize our financial
resources. These actions include a permanent reduction in our
workforce across our BlueCities and our support centers,
eliminating non-essential spending and corporate initiatives, and
reducing costs. We have received, and may continue to receive,
demands or requests from labor unions that represent our
colleagues, whether in the course of our periodic renegotiation of
our collective bargaining agreements or otherwise, for additional
compensation, healthcare benefits, or other terms that could
increase costs, and we could experience labor disputes or
disruptions as we continue to implement our mitigation plans.
Further, once the effects of the pandemic subside, the recovery
period could be extended and we expect that certain operational
changes, particularly with respect to enhanced health and safety
measures and global care and cleanliness certifications, will be
necessary over the long-term.
Further, certain employees of the Company, its suppliers and its
business partners, such as airport, air traffic personnel, and
those working on certain production lines, have tested positive for
or been suspected of having COVID-19, which has resulted in
facility closures, reduction in available staffing, and disruptions
to the Company’s overall operations as well as that of our
suppliers. The Company’s operations may be further impacted in the
event of additional instances of actual or perceived risk of
infection among employees of the Company, its suppliers or its
business partners, and this impact may have a material and adverse
effect if the Company is unable to maintain a suitably skilled and
sized workforce and address related employee matters.
Financial Condition and Indebtedness:
As we manage through the effects of the pandemic, our level of
indebtedness has increased and may continue to increase. To enhance
our liquidity profile and cash position in response to the COVID-19
pandemic, the Company suspended share repurchases under its share
repurchase program, executed two new term loan agreements and
immediately drew down on these facilities for the full amount
available, borrowed on its existing $550 million revolving credit
facility, completed the public placements of equipment notes in an
aggregate principal of $923 million, completed a public offering of
42 million shares of our common stock for net proceeds of $583
million, executed a number of aircraft sale-leaseback transactions,
and temporarily grounded a portion of its fleet. There is no
guarantee that debt financings will be available in the future to
fund our obligations or will be available on terms consistent with
our expectations. We also expect the impact of the COVID-19
pandemic on the financial markets could adversely affect our
ability to raise equity financing. Changes in the credit ratings of
our debt, including our revolving credit facility and outstanding
senior notes, could have an adverse impact on our interest expense.
As a result of the general economic uncertainty and the impact of
the COVID-19 pandemic, our credit ratings have been downgraded. If
our credit ratings were to be further downgraded, or general market
conditions were to ascribe higher risk to our credit rating levels,
our industry, or our Company, our access to capital and the cost of
debt financing would be negatively impacted.
The Company may also take additional actions to improve its
financial position, including measures to improve liquidity, such
as the issuance of additional unsecured and secured debt
securities, equity securities and equity-linked securities, the
sale of assets and/or the entry into additional bilateral and
syndicated secured and/or unsecured credit facilities. There can be
no assurance as to the timing of any such issuance, which may be in
the near term, or that any such additional financing will be
completed on favorable terms, or at all. Any such actions may be
material in nature and could result in significant additional
borrowing. The Company's reduction in expenditures, measures to
improve liquidity or other strategic actions that the Company may
take in the future in response to COVID-19 may not be effective in
offsetting decreased demand, and the Company will not be permitted
to take certain strategic actions as a result of the CARES Act,
which could result in a material adverse effect on the Company's
business, operating results, liquidity and financial
condition.
Growth:
The COVID-19 pandemic has negatively impacted, and could continue
to impact, the pace and timing of our growth. As a result of the
COVID-19 pandemic, the Company reduced its planned capital
expenditures and operating expenditures in 2020 (including by
postponing projects deemed non-critical to the Company's
operations), suspended share repurchases under its share repurchase
program, and grounded or redeployed aircraft.
Capital Markets Impact:
The global stock markets have experienced, and may continue to
experience, significant volatility as a result of the COVID-19
pandemic, and the price of our common stock has been volatile since
the onset of the pandemic. The COVID-19 pandemic and the
significant uncertainties it has caused for the global economy,
business activity, and business confidence have had, and are likely
to continue to have, a significant effect on the market price of
securities generally, including our securities. In addition,
certain debt covenants restrict our ability to engage in share
repurchase activity.
The impact of the COVID-19 pandemic is continuously evolving, and
the continuation of the pandemic, any additional resurgence, or
COVID-19 variants could precipitate or aggravate the other risk
factors included in this annual report, which in turn could further
materially adversely affect our business, financial condition,
liquidity, results of operations, and profitability, including in
ways that are not currently known to us or that we do not currently
consider to present significant risks.
COVID-19 has materially disrupted our strategic operating plans in
the near-term, and there are risks to our business, operating
results, liquidity and financial condition associated with
executing our strategic operating plans in the
long-term.
COVID-19 has materially disrupted our strategic operating plans,
and there are risks to our business, operating results and
financial condition associated with executing our long-term
strategic operating plans. In recent years, we have announced
several strategic operating plans, including several
revenue-generating initiatives and plans to optimize revenue, such
as our plans to add capacity, including international expansion and
new or increased service to mid-size airports, initiatives and
plans to optimize and control our costs and opportunities to
enhance our segmentation and improve the customer experience at all
points in air travel. Most recently, in July 2020, we announced a
strategic partnership with American Airlines Group Inc. (“AAL”),
designed to optimize the Company and AAL’s network through certain
flights operated by us and AAL to and from John F. Kennedy
International Airport, LaGuardia Airport, Newark Liberty
International Airport and Boston Logan International Airport. In
developing our strategic operating plans, we make certain
assumptions, including, but not limited to, those related to
customer demand, competition, market consolidation, the
availability of aircraft and the global economy. Actual economic,
market and other conditions have been and may continue to be
different from our assumptions.
The COVID-19 pandemic has materially disrupted the execution of our
strategic operating plans, including plans to add capacity in 2020.
If we do not successfully execute or adjust our strategic operating
plans in the long-term, or if actual results continue to vary
significantly from our prior assumptions or vary significantly from
our future assumptions, our business, operating results and
financial condition could be materially and adversely
impacted.
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 in an
increasingly concentrated competitive field. We currently compete
with other airlines on all of our routes. Most of our competitors
are larger and have greater financial resources and name
recognition than we do. Following our entry into new markets or
expansion of existing markets, some of our competitors have chosen
to add service or engage in extensive price competition.
Unanticipated shortfalls in expected revenues as a result of price
competition or in the number of passengers carried would negatively
impact our financial results and harm our business. The extremely
competitive nature of the airline industry could prevent us from
attaining the level of passenger traffic or maintaining the level
of fares required to maintain profitable operations in new and
existing markets and could impede our profitable growth strategy,
which would harm our business.
Furthermore, there have been numerous mergers and acquisitions
within the airline industry over the years. The industry may
continue to change. Any business combination could significantly
alter industry conditions and competition within the airline
industry and could cause fares of our competitors to be reduced.
Additionally, if a traditional network airline were to fully
develop a low cost structure, or if we were to experience increased
competition from low cost carriers or new entrants, our business
could be materially adversely affected.
We may be subject to competitive risks due to the long-term nature
of our fleet order book.
At present, we have existing aircraft commitments through 2027. As
technological evolution occurs in our industry, through the use of
composites and other innovations, we may be competitively
disadvantaged because we have existing extensive fleet commitments
that would prohibit us from adopting new technologies on an
expedited basis.
Operational Risks
Our business is highly dependent on the availability of fuel and
fuel is subject to price volatility.
Our results of operations are heavily impacted by the price and
availability of fuel. Fuel costs comprise a substantial portion of
our total operating expenses. Historically, fuel costs have been
subject to wide price fluctuations based on geopolitical factors as
well as supply and demand. The availability of fuel is not only
dependent on crude oil but also on refining capacity. When even a
small amount of the domestic or global oil refining capacity
becomes unavailable, supply shortages can result for extended
periods of time. The availability of fuel is also affected by
demand for home heating oil, gasoline and other petroleum products,
as well as crude oil reserves, dependence on foreign imports of
crude oil and potential hostilities in oil producing areas of the
world. Because of the effects of these factors on the price and
availability of fuel, the cost and future availability of fuel
cannot be predicted with any degree of certainty.
Our aircraft fuel purchase agreements do not protect us against
price increases or guarantee the availability of fuel.
Additionally, some of our competitors may have more leverage than
we do in obtaining fuel. We have and may continue to enter into a
variety of option contracts and swap agreements for crude oil,
heating oil, and jet fuel to partially protect against significant
increases in fuel prices. However, such contracts and agreements do
not completely protect us against price volatility, are limited in
volume and duration in the respective contract, and can be less
effective during volatile market
conditions and may carry counterparty risk. Under the fuel hedge
contracts we may enter from time to time, counterparties to those
contracts may require us to fund the margin associated with any
loss position on the contracts. Meeting our obligations to fund
these margin calls could adversely 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 fuel supply shortages may result in a curtailment of
scheduled services and could have a material adverse effect on our
financial condition and results of operations.
Our maintenance costs will increase as our fleet ages.
Our maintenance costs will increase as our fleet ages. In the past,
we have incurred lower maintenance expenses because most of the
parts on our aircraft were under multi-year warranties, but many of
these warranties on JetBlue's existing fleet types have expired. If
any maintenance provider with whom we have a flight hour agreement
fails to perform or honor such agreements, we could incur higher
interim maintenance costs until we negotiate new agreements.
Furthermore we expect to continue to implement various fleet
modifications over the next several years to ensure our aircraft's
continued efficiency, modernization, brand consistency and safety.
Our plans to continue to restyle our Airbus A320 aircraft with new
cabins, for example, require significant modification time. These
fleet modifications require significant investment over several
years, including taking aircraft out of service for several weeks
at a time.
Our salaries, wages and benefits costs will increase as our
workforce ages.
As our crewmembers' tenure with JetBlue matures, our salaries,
wages and benefits costs increase. As our overall workforce ages,
we expect our medical and related benefits to increase as well,
despite an increased corporate focus on crewmember
wellness.
Because we derive a portion of our revenues from operations outside
the United States, the risks of doing business internationally, or
in a particular country or region, could lower our revenues,
increase our costs, reduce our profits, or disrupt our
business.
We currently operate in 98 airports in 24 countries around the
world. Our available seat miles that take off or land outside the
United States represented approximately 36% of our revenues for the
year ended December 31, 2020. Over the long term, we expect our
international operations may account for an increasing portion of
our total revenues and available seat miles.
Expansion into new international emerging markets may have risks
due to factors specific to those markets. Emerging markets are
countries which have less developed economies and may be vulnerable
to economic and political instability, such as significant
fluctuations in gross domestic product, interest and currency
exchange rates, civil disturbances, government instability,
nationalization and expropriation of private assets, trafficking
and the imposition of taxes or other charges by governments. The
occurrence of any of these events in markets served by us and the
resulting instability may adversely affect our
business.
We have expanded and expect to continue to expand our service to
countries in the Caribbean and Latin America, some of which have
less developed legal systems, financial markets, and business and
political environments than the United States, and therefore
present greater political, legal, regulatory, economic and
operational risks. We emphasize legal compliance and have
implemented and continue to implement and refresh policies,
procedures and certain ongoing training of crewmembers with regard
to business ethics and compliance, anti-corruption policies and
many key legal requirements; however, there can be no assurance our
crewmembers or third party service providers in such locations will
adhere to our code of business conduct, anti-corruption policies,
other Company policies, or other legal requirements. If we fail to
enforce our policies and procedures properly or maintain adequate
record-keeping and internal accounting practices to accurately
record our transactions, we may be subject to sanctions. In the
event we believe or have reason to believe our crewmembers have or
may have violated applicable laws or regulations, we may be subject
to investigation costs, potential penalties and other related costs
which in turn could negatively affect our reputation, and our
results of operations and cash flow.
In addition, to the extent we continue to grow our business both
domestically and internationally, opening new markets requires us
to commit a substantial amount of resources even before the new
services commence. Expansion is also dependent upon our ability to
maintain a safe and secure operation and requires additional
personnel, equipment, and facilities.
As a result, we are subject to the risks of doing business outside
the United States, including:
•the
costs of complying with laws, regulations, and policies (including
taxation policies) of foreign governments
relating to
investments and operations, the costs or desirability of complying
with local practices and customs, and the impact of various
anti-corruption and other laws affecting the activities of U.S.
companies abroad;
•evolving
local data residency requirements that require data to be stored
only in and, in some cases, also to be accessed only from within, a
certain jurisdiction;
•U.S.
taxation of income earned abroad;
•import
and export licensing requirements and regulations, as well as
unforeseen changes in regulatory requirements, including imposition
of tariffs or embargoes, export regulations, controls, and other
trade restrictions;
•political
and economic instability;
•fluctuations
in GDP, interest and currency exchange rates, civil disturbances,
government instability, nationalization and expropriation of
private assets, trafficking and the imposition of taxes or other
charges by governments;
•health
and safety protocols, including global care and cleanliness
certifications, at the airports in which we operate;
•the
complexity of managing an organization doing business in many
jurisdictions;
•uncertainties
as to local laws and enforcement of contract and intellectual
property rights and occasional requirements for onerous contract
clauses; and
•rapid
changes in government, economic, and political policies; political
or civil unrest; acts of terrorism; or the threat of international
boycotts or U.S. anti-boycott legislation.
While these factors and the impact of these factors are difficult
to predict, any one or more of them could lower our revenues,
affect our operations, increase our costs, reduce our profits, or
disrupt our business. For example, in 2020, our financial results
were materially adversely affected by the global COVID-19 pandemic.
The occurrence of any of these events in markets served by us and
the resulting instability may adversely affect our
business.
Our comparatively high aircraft utilization rate helps us keep our
costs low, but also makes us vulnerable to delays and
cancellations; such delays and cancellations could reduce our
profitability.
We maintain a comparatively high daily aircraft utilization rate
which is the amount of time our aircraft spend in the air carrying
passengers. High daily aircraft utilization is achieved in part by
reducing turnaround times at airports so we can fly more hours on
average in a day. Aircraft utilization is reduced by delays and
cancellations from various factors, many of which are beyond our
control, including adverse weather conditions, security
requirements, air traffic congestion, and unscheduled maintenance
events. The majority of our operations are concentrated in the
Northeast and Florida, which are particularly vulnerable to weather
and congestion delays. Reduced aircraft utilization may limit our
ability to achieve and maintain profitability as well as lead to
customer dissatisfaction.
Our business is highly dependent on the New York metropolitan
market and increases in competition or congestion or a reduction in
demand for air travel in this market, or governmental reduction of
our operating capacity at JFK, would harm our
business.
We are highly dependent on the New York metropolitan market where
we maintain a large presence with approximately one-half of our
daily flights having JFK, LaGuardia, Newark, Westchester County
Airport, or Newburgh’s Stewart International Airport as either
their origin or destination. We have historically experienced an
increase in flight delays and cancellations at these airports due
to airport congestion which has adversely affected our operating
performance and results of operations. Our business could be
further harmed by an increase in the amount of direct competition
we face in the New York metropolitan market or by continued or
increased congestion, delays or cancellations. Our business would
also be harmed by any circumstances causing a reduction in demand
for air transportation in the New York metropolitan area, such as
adverse changes in local economic conditions, health concerns,
including COVID-19, negative public perception of New York City,
acts of terrorism, or significant price or tax increases linked to
increases in airport access costs and fees imposed on
passengers.
Extended interruptions or disruptions in service at one or more of
our focus cities could have a material adverse impact on our
operations.
Our business is heavily dependent on our operations in the New York
Metropolitan area, particularly at JFK, and at our other focus
cities in Boston, Orlando, Fort Lauderdale, the Los Angeles basin,
and San Juan, Puerto Rico. Each of these operations includes
flights that gather and distribute traffic to other major cities. A
significant interruption or disruption in service at one or more of
our focus cities could have a serious impact on our business,
financial condition and results of operations.
We may be impacted by increases in airport expenses relating to
infrastructure and facilities.
In order to operate within our current markets as well as continue
to grow in new markets, we must be able to obtain adequate
infrastructure and facilities within the airports we serve. This
includes gates, check-in facilities, operations facilities, and
landing slots, where applicable. The costs associated with these
airports are often negotiated on a short-term basis with the
airport authority and we could be subject to increases in costs on
a regular basis with or without our approval. There is a
possibility that airport authorities, suffering from revenue
shortfalls due to the pandemic, may attempt to recover those
shortfalls by passing along the costs or increasing rents or fees
to airline tenants. In addition, our operations concentrated
in
older airports may be harmed if the infrastructure at those older
airports fails to operate as expected due to age, overuse, or
significant unexpected weather events.
Our results of operations fluctuate due to seasonality, weather,
and other factors.
We expect our quarterly operating results to fluctuate due to
seasonality including high vacation and leisure demand generally
occurring on our Florida routes between October and April and on
our western routes during the summer. Actions of our competitors
and the impact of COVID-19 and travel restrictions may also
contribute to fluctuations in our results. We are more susceptible
to adverse weather conditions, including snow storms and
hurricanes, as a result of our operations being concentrated on the
East Coast, than some of our competitors. Our Florida and Caribbean
operations are subject to hurricanes. 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 these factors, quarter-to-quarter comparisons of our
operating results may not be a good indicator of our future
performance. In addition, it is possible in any future period our
operating results could be below the expectations of investors and
any published reports or analysis regarding JetBlue. In such an
event, the price of our common stock could decline, perhaps
substantially. In addition, the effects of the COVID-19 pandemic
has and may continue to disrupt traditional seasonality in our
industry and geographies due to quarantines, rising case counts and
changes in governmental travel related regulation.
We are subject to the risks of having a limited number of suppliers
for our aircraft, engines, and our Fly-Fi®
product.
Our current dependence on five types of aircraft and engines for
all of our flights makes us vulnerable to significant problems
associated with the Pratt & Whitney Geared Turbofan Engines, or
PW1133G-JM engine on our A321neo fleet, International Aero Engines,
or IAE V2533-A5 engine on our Airbus A321 fleet, the International
Aero Engines, or IAE V2527-A5 engine on our Airbus A320 fleet, the
Pratt & Whitney Geared Turbofan Engines, or PW1524G-3 engine on
our A220 fleet, and the General Electric Engines CF34-10 engine on
our Embraer E190 fleet. This could include design defects,
mechanical problems, contractual performance by the manufacturers,
or adverse perception by the public which would result in customer
avoidance or in actions by the FAA resulting in an inability to
operate our aircraft. Carriers operating a more diversified fleet
are better positioned than we are to manage such
events.
Our Fly-Fi®
service uses technology and satellite access through our agreement
with Thales Avionics, Inc., or Thales. An integral component of the
Fly-Fi®
system is the antenna, which is supplied to us by Thales. If Thales
were to stop supplying us with its antennas for any reason, we
would have to incur significant costs to procure an alternate
supplier. Additionally, if the satellites Fly-Fi®
uses were to become inoperable for any reason, we would have to
incur significant costs to replace the service.
Tariffs imposed on commercial aircraft and related parts imported
from outside the United States, or tariffs that may be escalated
over time, may have a material adverse effect on our fleet,
business, financial condition and results of
operations.
Certain of the products and services that we purchase, including
aircraft and related parts, are sourced from suppliers located
outside the United States, and the imposition of new tariffs, or
any increase in existing tariffs, by the U.S. government on the
importation of such products or services could materially increase
the amounts we pay for them. On October 2, 2019, the World Trade
Organization ruled that the United States could impose up to $7.5
billion in retaliatory tariffs in response to European Union
subsidies to Airbus. On October 18, 2019, the United States imposed
these tariffs on certain imports from the European Union, including
an ad valorem duty of 10% on commercial aircraft and related parts.
On February 14, 2020, the United States announced it would increase
the tariff to 15% with an effective date of March 18, 2020. As of
January 12, 2021, the tariff also applies to certain aircraft parts
imported from specific countries into the United States for
consumption. These tariffs apply to aircraft and other parts that
we are already contractually obligated to purchase. The imposition
of these tariffs could substantially increase the cost of, among
other things, new Airbus aircraft and parts, which in turn could
have a material adverse effect on our fleet, business, financial
condition and results of operations. We may also seek to postpone
or cancel delivery of certain aircraft currently scheduled for
delivery, and we may choose not to purchase in the future as many
aircraft as we intended. In addition, should additional or
different retaliatory tariffs be imposed, our business could be
harmed. Any such action could have a material adverse effect on the
size of our fleet, business, financial condition and results of
operations.
Data and Information Security Related Risks
Our reputation and business may be harmed and we may be subject to
legal claims if there is loss, unlawful disclosure or
misappropriation of, or unsanctioned access to, our customers’,
crewmembers’, business partners’ or our own information or other
breaches of our information security.
In the current environment, there are numerous and evolving risks
to cybersecurity and privacy, including criminal hackers,
hacktivists, state-sponsored intrusions, industrial espionage,
employee malfeasance, and human or technological error.
High-profile security breaches at other companies and in government
agencies have increased in recent years, and security industry
experts and government officials have warned about the risks of
hackers and cyberattacks targeting businesses such as
ours. Computer hackers routinely attempt to breach our networks.
When the Company learns of security incidents, we investigate the
incident, which includes making reports to law enforcement, as
appropriate.
We also are aware that hackers may attempt to fraudulently induce
crewmembers, customers, or others to disclose information or
unwittingly provide access to systems or data. We make extensive
use of online services and centralized data processing, including
through third party service providers or business providers. The
secure maintenance and transmission of customer and crewmember
information is a critical element of our operations. Our
information technology and other systems and those of service
providers or business partners, that maintain and transmit customer
information, may be compromised by a malicious third party
penetration of our network security, or of a business partner, or
impacted by deliberate or inadvertent actions or inactions by our
crewmembers, or those of a business partner. The risk of
cyberattacks to our Company also includes attempted breaches of
contractors, business partners, vendors, and other third parties.
As a result, personal information may be lost, disclosed, accessed,
or taken without consent. We transmit confidential credit card
information by way of secure private retail networks and rely on
encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to
effect secure transmission and storage of confidential
information.
While the Company makes significant efforts to ensure the security
of its computer network, we cannot provide any assurances that our
efforts will defend against all cyberattacks. Any compromises to
our security or computer network could have a material adverse
effect on the reputation, business, operating results, and
financial condition of the Company, and could result in a loss of
customers. Additionally, any material failure by the Company to
achieve or maintain compliance with the Payment Card Industry, or
PCI, security requirements or rectify a security issue may result
in fines and the imposition of restrictions on the Company's
ability to accept credit cards as a form of payment. Any such loss,
disclosure or misappropriation of, or access to, customers’,
crewmembers’ or business partners’ information or other breach of
our information security can result in legal claims or legal
proceedings, including regulatory investigations and actions, may
have a negative impact on our reputation, may lead to regulatory
enforcement actions against us, and may materially adversely affect
our business, operating results, and financial condition.
Furthermore, the loss, disclosure or misappropriation of our
business information may materially adversely affect our business,
operating results, and financial condition. The regulations in this
area continue to develop and evolve. International regulation adds
complexity as we expand our service and include more passengers
from other countries.
Data security compliance requirements could increase our costs, and
any significant data breach could disrupt our operations and harm
our reputation, business, results of operations and financial
condition.
The Company is subject to increasing legislative, regulator, and
customer focus on privacy issues and data security. Our business
requires the appropriate and secure utilization of customer,
crewmember, business partner, and other sensitive information. We
cannot be certain that advances in criminal capabilities (including
cyberattacks or cyber intrusions over the Internet, malware,
computer viruses, and the like), discovery of new vulnerabilities
or attempts to exploit existing vulnerabilities in our systems,
other data thefts, physical system or network break-ins or
inappropriate access, or other developments will not compromise or
breach the technology protecting the networks that access and store
sensitive information. The risk of a security breach or disruption,
particularly through cyberattack or cyber intrusion, including by
computer hackers, foreign governments, and cyber terrorists, has
increased as the number, intensity, and sophistication of attempted
attacks and intrusions from around the world have
increased.
Furthermore, there has been heightened legislative and regulatory
focus on data security in the U.S. and abroad, including
requirements for varying levels of customer notification in the
event of a data breach. Many of our commercial business partners,
including credit card companies, have imposed data security
standards that we must meet. In particular, we are required by the
Payment Card Industry Security Standards Council, founded by the
credit card companies, to comply with their highest level of data
security standards. The Company will continue its efforts to meet
its privacy and data security obligations; however, it is possible
that certain new obligations may be difficult to meet and could
increase the Company's costs.
A significant data security breach or our failure to comply with
applicable U.S. or foreign data security regulations or other data
security standards may expose us to litigation, claims for contract
breach, fines, sanctions or other penalties, which could disrupt
our operations, harm our reputation, and materially and adversely
affect our business, results of operations, and financial
condition. The costs to remediate breaches and similar system
compromises that do occur could be material. In addition, as cyber
criminals become more frequent, intense, and sophisticated, the
costs of proactive defensive measures may increase. Failure to
address these issues appropriately could also give rise to
additional legal risks, which, in turn, could increase the size and
number of litigation claims and damages asserted or subject us to
enforcement actions, fines and penalties, and cause us to incur
further related costs and expenses.
We rely heavily on automated systems to operate our business; any
failure of these systems could harm our business.
We are dependent on automated systems and technology to operate our
business, enhance the JetBlue Experience, and achieve low operating
costs. The performance and reliability of our automated systems and
data centers is critical to our ability to operate our business and
compete effectively. These systems include our computerized airline
reservation system, flight
operations system, telecommunications systems, website, maintenance
systems, check-in kiosks, and our primary and redundant data
centers. Our website and reservation system must be able to
securely accommodate a high volume of traffic and deliver important
flight information. These systems require upgrades or replacement
periodically, which involve implementation and other operational
risks. Our business may be harmed if we fail to operate, replace or
upgrade our systems or data center infrastructure
successfully.
We rely on third party providers of our current automated systems
and data center infrastructure for technical support. If our
current providers were to fail to adequately provide technical
support for any one of our key existing systems or if new or
updated components were not integrated smoothly, we could
experience service disruptions, which could result in the loss of
important data, increase our expenses, decrease our revenues and
generally harm our business, reputation and brand. Furthermore, our
automated systems cannot be completely protected against events
beyond our control, including natural disasters, computer viruses,
cyberattacks, other security breaches, or telecommunications
failures. Substantial or sustained system failures could impact
customer service and result in our customers purchasing tickets
from other airlines. We have implemented security measures and
change control procedures and have disaster recovery plans. We also
require our third party providers to have disaster recovery plans;
however, we cannot assure you these measures are adequate to
prevent disruptions, which, if they were to occur, could result in
the loss of important data, increase our expenses, decrease our
revenues, and generally harm our business, reputation, and
brand.
Human Capital Related Risks
If we are unable to attract and retain qualified personnel or fail
to maintain our company culture, our business could be
harmed.
We compete against other major U.S. airlines for pilots, mechanics,
and other skilled labor; some of them offer wage and benefit
packages exceeding ours. As more pilots in the industry approach
mandatory retirement age, the U.S. airline industry may be affected
by a pilot shortage. We may be required to increase wages and/or
benefits in order to attract and retain qualified personnel or risk
considerable crewmember turnover. In addition, we have had
crewmembers take opt out packages to reduce our costs and we may
continue to lose crewmembers due to the impact of COVID-19 on
aviation and we may lose crewleaders as a result of restrictions
imposed under the CARES Act. If we are unable to hire, train, and
retain qualified crewmembers representing diverse backgrounds,
experiences, and skill sets, our business could be harmed and we
may be unable to implement our growth plans. In addition, our
business may be harmed if we lose too many individuals with
institutional knowledge.
We believe one of our competitive strengths is our service-oriented
company culture which emphasizes friendly, helpful, team-oriented,
and customer-focused crewmembers. Our company culture is important
to providing high quality customer service and having a productive
workforce in order to help keep our costs low. As we experience
turnover, we may be unable to identify, hire, or retain enough
people who meet the above criteria, including those in management
or other key positions. Our company culture could otherwise be
adversely affected by our growing operations and broader geographic
diversity. If we fail to maintain the strength of our company
culture, our competitive ability and our business may be
harmed.
We may be subject to unionization, work stoppages, slowdowns or
increased labor costs and the unionization of the Company’s pilots
and inflight crewmembers could result in increased labor
costs.
Our business is labor intensive and the unionization of any of our
crewmembers could result in demands that may increase our operating
expenses and adversely affect our financial condition and results
of operations. Any of the different crafts or classes of our
crewmembers could unionize at any time, which would require us to
negotiate in good faith with the crewmember group’s certified
representative concerning a collective bargaining agreement. In
addition, we may be subject to disruptions by unions protesting the
non-union status of our other crewmembers. Any of these events
would be disruptive to our operations and could harm our
business.
In general, unionization has increased costs in the airline
industry. In 2014, our pilots voted to be represented by the
Airlines Pilot Association, or ALPA and our first collective
bargaining agreement was ratified by the pilots and became
effective on August 1, 2018. In April 2018, JetBlue inflight
crewmembers elected to be solely represented by the Transport
Workers Union of America, or TWU. The NMB certified the TWU as the
representative body for JetBlue inflight crewmembers. In November
2020, our inflight crewmembers voted to decline the ratification of
a tentative collective bargaining agreement between JetBlue and
TWU. We are currently working with TWU to determine next steps. If
we are unable to reach agreement on the terms of a collective
bargaining agreement, or if we were to experience widespread
crewmember dissatisfaction, we could be subject to adverse
actions.
Reputational Risks
Our reputation and financial results could be harmed in the event
of an accident or incident involving our aircraft.
An accident or incident involving one of our aircraft could involve
significant potential claims of injured passengers or others in
addition to repair or replacement of a damaged aircraft and its
consequential temporary or permanent loss from service. We are
required by the DOT to carry liability insurance. Although we
believe we currently maintain liability insurance in amounts and of
the type generally consistent with industry practice, the amount of
such coverage may not be adequate and we may be forced to bear
substantial losses from an accident or incident. Substantial claims
resulting from an accident or incident in excess of our related
insurance coverage would harm our business and financial results.
Moreover, any aircraft accident or incident, even if fully insured,
could cause a public perception we are less safe or reliable than
other airlines which would harm our business.
Our business depends on our strong reputation and the value of the
JetBlue brand.
The JetBlue brand name symbolizes high-quality friendly customer
service, innovation, fun, and a pleasant travel experience. JetBlue
is a widely recognized and respected global brand; the JetBlue
brand is one of our most important and valuable assets. The JetBlue
brand name and our corporate reputation are powerful sales and
marketing tools and we devote significant resources to promoting
and protecting them. Adverse publicity, whether or not justified,
relating to activities by our crewmembers, contractors, or agents
could tarnish our reputation and reduce the value of our brand.
Damage to our reputation and loss of brand equity could reduce
demand for our services and thus have an adverse effect on our
financial condition, liquidity, and results of operations, as well
as require additional resources to rebuild our reputation and
restore the value of our brand.
Financing and Financial Risks
We have a significant amount of fixed obligations and we will incur
significantly more fixed obligations which could harm our ability
to service our current obligations or satisfy future fixed
obligations.
As of December 31, 2020, our debt of
$4.9 billion accounted for 55% of our total capitalization. In
addition
to long-term debt, we have a significant amount of other fixed
obligations under operating leases related to our aircraft, airport
terminal space, airport hangars, other facilities and office space.
As of December 31, 2020, future minimum payments under
non-cancelable
leases and other financing obligations were approximately $3.2
billion for 2021 through 2025 and an aggregate of $1.4 billion for
the
years thereafter. T5 at JFK is under a lease with the PANYNJ that
ends on the 28th anniversary of the date of beneficial occupancy of
T5i. The minimum payments under this lease have been included in
the future minimum payment totals above.
As of December 31, 2020, we had commitments of
approximately
$8.2 billion
to purchase
141
additional aircraft and related flight equipment through 2027,
including estimated amounts for contractual price escalations and
pre-delivery deposits. We may incur additional debt and other fixed
obligations as we take delivery of new aircraft or finance
unencumbered aircraft in our fleet and other equipment and continue
to expand into new or existing markets. In an effort to limit the
incurrence of significant additional debt, we may seek to defer
some of our scheduled deliveries, sell or lease aircraft to others,
or pay cash for new aircraft, to the extent necessary or possible.
The amount of our existing debt, and other fixed obligations, and
potential increases in the amount of our debt and other fixed
obligations could have important consequences to investors and
could require a substantial portion of cash flows from operations
for debt service payments, thereby reducing the availability of our
cash flow to fund working capital, capital expenditures and other
general corporate purposes.
Our level of debt and other fixed obligations could:
•impact
our ability to obtain additional financing to support capital
expansion plans and for working capital and other purposes on
acceptable terms or at all;
•divert
substantial cash flow from our operations, execution of our
commercial initiatives and expansion plans in order to service our
fixed obligations;
•require
us to incur significantly more interest expense than we currently
do if rates were to increase, since approximately
34%
of our debt has floating interest rates; and
•place
us at a possible competitive disadvantage compared to less
leveraged competitors and competitors with better access to capital
resources or more favorable financing terms.
Our ability to make scheduled payments on our debt and other fixed
obligations will depend on our future operating performance and
cash flows, which in turn will depend on prevailing economic and
political conditions and financial, competitive, regulatory,
business and other factors, many of which are beyond our control.
We are principally dependent upon our operating cash flows and
access to the capital markets to fund our operations and to make
scheduled payments on debt and other fixed obligations. We cannot
assure that we will be able to generate sufficient cash flows from
our operations or from capital market activities to pay our debt
and other fixed obligations as they become due. If we fail to do so
our business could be harmed. If we are unable to make payments on
our debt and other fixed obligations, we could be forced to
renegotiate those obligations or seek to obtain additional equity
or other forms of additional financing.
Our level of indebtedness may limit our ability to incur additional
debt to meet future financing needs.
We typically finance our aircraft through either secured debt,
lease financing, or through cash from operations. The impact on
financial institutions from global economic conditions, including
COVID-19, may adversely affect the availability and cost of credit
to JetBlue as well as to prospective purchasers of our aircraft
should we undertake to sell in the future, including financing
commitments we have already obtained for purchases of new aircraft
or financing or refinancing of existing aircraft. To the extent we
finance our activities with additional debt, we may become subject
to financial and other covenants that may restrict our ability to
pursue our strategy or otherwise constrain our
operations.
Our liquidity could be adversely impacted in the event one or more
of our credit card processors were to impose material reserve
requirements for payments due to us from credit card
transactions.
We currently have agreements with organizations that process credit
card transactions arising from purchases of air travel tickets by
our customers. Credit card processors have financial risk
associated with tickets purchased for travel which can occur
several weeks after the purchase. Our credit card processing
agreements provide for reserves to be deposited with the processor
in certain circumstances. We do not currently have reserves posted
for our credit card processors. If circumstances were to occur
requiring us to deposit reserves, the negative impact on our
liquidity could be significant which could materially adversely
affect our business.
We are subject to certain restrictions on our business as a result
of our participation in governmental programs under the CARES
Act.
In April 2020, we entered into the PSP Agreement under the CARES
Act with the Treasury governing our participation in the Payroll
Support Program. Under the Payroll Support Program, Treasury
provided us a $936 million Payroll Support Payment, consisting of
$685 million in grants and $251 million in an unsecured term loan.
On September 30, 2020, Treasury provided a $27 million Additional
Payroll Support Payment, consisting of $19 million in grants and $8
million in unsecured term loan under the PSP Agreement. In
consideration for the Payroll Support Payment and the Additional
Payroll Support Payment, we issued warrants to purchase
approximately 2.6 million and 85,540 shares of common stock,
respectively, to the Treasury at an exercise price of $9.50 per
share.
Additionally, on September 29, 2020, we entered into a loan and
guarantee agreement (the "Loan Agreement") with Treasury under the
Loan Program of the CARES Act, pursuant to which Treasury agreed to
extend loans to us in an aggregate principal amount of up to $1.1
billion until March 26, 2021, subject to specified terms. On
September 29, 2020, JetBlue borrowed an initial $115 million under
the Loan Agreement and on November 3, 2020, JetBlue and Treasury
agreed to increase JetBlue’s allocation from $1.1 billion to $1.9
billion. On January 15, 2021, JetBlue and Treasury agreed to extend
JetBlue’s option to borrow the full amount under the Loan Agreement
until May 28, 2021. In connection with the Loan Agreement, on
September 29, 2020, we entered into a warrant agreement with
Treasury, pursuant to which we issued to Treasury warrants to
purchase approximately 1.2 million shares of our common stock at an
exercise price of $9.50 per share.
In accordance with any grants and/or loans received under the CARES
Act, we are required to comply with the relevant provisions of the
CARES Act which, among other things, includes the following: the
requirement to use the Payroll Support Payment and the Additional
Payroll Support Payment exclusively for the continuation of payment
of crewmember wages, salaries and benefits; the requirement that
certain levels of commercial air service be maintained until March
1, 2022; the prohibitions on share repurchases and the payment of
common stock dividends; and restrictions on the payment of certain
executive compensation vary depending on the type of CARES Act
support received. Further, the Loan Agreement includes affirmative
and negative covenants that restrict our ability to, among other
things, dispose of certain assets, merge, consolidate or sell
assets, incur certain additional indebtedness or pay certain
dividends. In addition, we are required to maintain unrestricted
cash and cash equivalents and unused commitments available under
all revolving credit facilities aggregating not less than $550
million and to maintain a minimum ratio of the borrowing base of
the collateral. If we do not meet the minimum collateral coverage
ratio, we must either provide additional collateral to secure our
obligations under the Loan Agreement or repay the loans by an
amount necessary to maintain compliance with the collateral
coverage ratio.
The substance and duration of restrictions to which we are subject
under the grants and/or loans under the CARES Act, including, but
not limited to, those outlined above, will materially affect the
Company's operations, and the Company may not
be successful in managing these impacts. Further, these
restrictions could limit our ability to take actions that we
otherwise might have determined to be in the best interest of our
Company and our shareholders. In particular, limitations on
executive compensation, which, depending on the form of aid, could
extend up to six years, may impact the Company's ability to attract
and retain senior management or attract other key employees during
this critical time. We cannot predict whether the assistance under
any of these programs will be adequate to support our business for
the duration of the COVID-19 pandemic or whether additional
assistance will be required or available in the
future.
The Company has a significant amount of indebtedness from fixed
obligations and may seek material amounts of additional financial
liquidity in the short-term, and insufficient liquidity may have a
material adverse effect on the Company's financial condition and
business.
The Company has a significant amount of indebtedness from fixed
obligations, including aircraft lease and debt financings, leases
of airport property, secured loan facilities and other facilities,
and other material cash obligations. In addition, the Company has
substantial non-cancelable commitments for capital expenditures,
including for the acquisition of new aircraft and related spare
engines.
In addition, in response to the travel restrictions, decreased
demand and other effects the COVID-19 pandemic has had and is
expected to have on the Company's business, the Company may
continue to seek material amounts of additional financial liquidity
in the short-term, which may include the issuance of additional
unsecured or secured debt securities, equity securities and
equity-linked securities, the sale of assets, the entry into
sale-leaseback transactions, as well as additional bilateral and
syndicated secured and/or unsecured credit facilities, among other
items. If the Company's credit ratings were to be further
downgraded, or general market conditions were to ascribe higher
risk to the Company's rating levels, the airline industry, or the
Company, the Company's access to capital and the cost of any debt
financing would be negatively affected. There can be no assurance
as to the timing of any such issuance, which may be in the near
term, or that any such additional financing will be completed on
favorable terms, or at all. In addition, as of December 31, 2020,
the Company has received a total of $963 million in funding under
the Payroll Support Program of the CARES Act and $115 million under
the Loan Program of the CARES Act, which financial assistance
subjects the Company and its business to certain restrictions . See
“We are subject to certain restrictions on our business as a result
of our participation in governmental programs under the CARES
Act.”
Although the Company's cash flows from operations and its available
capital, including the proceeds from financing transactions, have
been sufficient to meet its obligations and commitments to date,
the Company's liquidity has been, and may in the future be,
negatively affected by the risk factors described herein. If the
Company's liquidity is materially diminished, the Company might not
be able to timely pay its leases and debts or comply with certain
operating and financial covenants under its financing and credit
card processing agreements or with other material provisions of its
contractual obligations. Moreover, as a result of the Company's
recent financing activities in response to the COVID-19 pandemic,
the number of financings and the aggregate amount of indebtedness
with respect to which such covenants and provisions apply has
increased, thereby subjecting the Company to more substantial risk
of cross-default and cross-acceleration in the event of breach, and
additional operating and financial covenants could become binding
on the Company as it continues to seek additional liquidity. In
addition, the Company has agreements with financial institutions
that process customer credit card transactions for the sale of air
travel and other services. Under certain of the Company's credit
card processing agreements, the financial institutions in certain
circumstances have the right to require that the Company maintain a
reserve equal to a portion of advance ticket sales that have been
processed by that financial institution, but for which the Company
has not yet provided the air transportation. Such financial
institutions may require cash or other collateral reserves to be
established or withholding of payments related to receivables to be
collected, including if the Company does not maintain certain
minimum levels of unrestricted cash, cash equivalents and
short-term investments. In light of the affect COVID-19 is having
on demand and, in turn, capacity, the Company has seen an increase
in demand from consumers for refunds on their tickets, and we
anticipate this will continue to be the case for the foreseeable
future. Refunds lower our liquidity and put us at risk of
triggering liquidity covenants in these processing agreements and,
in doing so, could force us to post cash collateral with the credit
card companies for advance ticket sales. The Company also maintains
certain insurance- and surety-related agreements under which
counterparties may require collateral.
The Company's substantial level of indebtedness, particularly
following the additional liquidity transactions completed and
contemplated in response to the impacts of COVID-19, and
non-investment grade credit rating, as well as market conditions
and the availability of assets as collateral for loans or other
indebtedness, which has been reduced as a result of the $2.3
billion in secured term loan facilities entered into since the
beginning of fiscal year 2020 and may be further reduced as the
Company continues to seek material amounts of additional financial
liquidity, together with the effect the COVID-19 pandemic has had
on the global economy generally and the air transportation industry
specifically, may make it difficult for the Company to raise
additional capital if needed to meet its liquidity needs on
acceptable terms, or at all.
See
"Part II - Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations"
of this report for additional information regarding the Company's
liquidity as of December 31, 2020.
The Company may never realize the full value of its intangible
assets or its long-lived assets causing it to record impairments
that may negatively affect its financial condition and operating
results.
In accordance with applicable accounting standards, the Company is
required to test its indefinite-lived intangible assets for
impairment on an annual basis, or more frequently where there is an
indication of impairment. In addition, the Company is required to
test certain of its other assets for impairment where there is any
indication that an asset may be impaired.
The Company may be required to recognize losses in the future due
to, among other factors, extreme fuel price volatility, tight
credit markets, government regulatory changes, decline in the fair
values of certain tangible or intangible assets, such as aircraft,
route authorities, airport slots and frequent flyer database,
unfavorable trends in historical or forecasted results of
operations and cash flows and an uncertain economic environment, as
well as other uncertainties. For example, during the year ended
December 31, 2020, the Company recorded impairment charges of $273
million associated with its E190 fleet due to COVID-19. The Company
can provide no assurance that a material impairment loss of
tangible or intangible assets will not occur in a future period,
and the risk of future material impairments has been significantly
heightened as result of the effects of the COVID-19 pandemic on our
flight schedules and business. The value of the Company's aircraft
could also be impacted in future periods by changes in supply and
demand for these aircraft. Such changes in supply and demand for
certain aircraft types could result from the grounding of aircraft.
A further impairment loss could have a material adverse effect on
the Company's financial condition and operating
results.
Risks Associated with the Airline Industry
We could be adversely affected by an outbreak of a disease or an
environmental disaster that significantly affects travel
behavior.
Any outbreak of another disease or variants of COVID-19, which
affect travel behavior, travel demand, or travel restrictions, or a
similar public health threat, or fear of such an event could have a
material adverse impact on airlines. In addition, outbreaks of
disease could result in quarantines of our personnel, business
partners and their suppliers, or an inability to access facilities
or our aircraft, which could adversely affect our operations.
Similarly, if an environmental disaster were to occur and adversely
impact any of our destination cities, travel behavior could be
affected and in turn, could materially adversely impact our
business, operating results, liquidity and financial
condition.
Compliance with future environmental regulations may harm our
business.
Many aspects of airlines’ operations are subject to increasingly
stringent environmental regulations, and growing concerns about
climate change may result in the imposition of additional
regulation. 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 customers, which could adversely affect our
business. Although we don't expect the costs of complying with
current environmental regulations will have a material adverse
effect on our financial position, results of operations, or cash
flows, no assurance can be made that the costs of complying with
environmental regulations in the future will not have such an
effect.
Federal budget constraints or federally imposed furloughs due to
budget negotiation deadlocks may adversely affect our industry,
business, results of operations and financial
position.
Many of our airline operations are regulated by governmental
agencies, including, but not limited to, the DOT, FAA, CBP, and the
TSA. If the federal government were to continue experiencing issues
in reaching budgetary consensus in the future resulting in
mandatory furloughs and/or other budget constraints, or if a
government shutdown were to continue for an extended period of
time, our operations and results of operations could be materially
negatively impacted. The travel behaviors of the flying public
could also be affected, which may materially adversely impact our
industry and our business.
We may be affected by global climate change or by legal, regulatory
or market responses to such change.
Concern over climate change, including the impact of global
warming, has led to significant U.S. and international legislative
and regulatory efforts to limit GHG emissions, including our
aircraft and ground operations emissions. In October 2016, the ICAO
passed a resolution adopting the Carbon Offsetting and Reduction
Scheme for International Aviation ("CORSIA"), which is a global,
market-based emissions offset program to encourage carbon-neutral
growth beyond 2020. CORISA is scheduled to be implemented through
multiple phases beginning in 2021. ICAO continues to develop
details regarding implementation, but we believe compliance with
CORSIA will increase our operating costs.
Changes in government regulations imposing additional requirements
and restrictions on our operations could increase our operating
costs and result in service delays and disruptions.
Airlines are subject to extensive regulatory and legal
requirements, both domestically and internationally, involving
significant compliance costs. In the last several years, Congress
has passed laws, and the agencies of the federal government,
including, but not limited to, the DOT, FAA, CBP, and the TSA have
issued regulations relating to the operation of airlines that have
required significant expenditures. We expect to continue to incur
expenses in connection with complying with government regulations.
Additional laws including executive orders, regulations, taxes, and
airport rates and charges have been proposed from time to time that
could significantly increase the cost of airline operations or
reduce the demand for air travel. If adopted or materially amended,
these measures could have the effect of raising ticket prices
affecting the perception of the airline industry, reducing air
travel demand and/or revenue, and increasing costs. We cannot
assure you these and other laws including executive orders,
regulations, or taxes enacted in the future will not harm our
business.
In addition, the U.S. Environmental Protection Agency, or EPA, has
proposed changes to underground storage tank regulations that could
affect certain airport fuel hydrant systems. In addition to the
proposed EPA and state regulations, several U.S. airport
authorities are actively engaged in efforts to limit discharges of
de-icing fluid to local groundwater, often by requiring airlines to
participate in the building or reconfiguring of airport de-icing
facilities.
A future act of terrorism, the threat of such acts or escalation of
U.S. military involvement overseas could adversely affect our
industry.
Acts of terrorism, the threat of such acts or escalation of U.S.
military involvement overseas could have an adverse effect on the
airline industry. In the event of an act of terrorism, whether or
not successful, the airline industry would likely experience
increased security requirements and significantly reduced demand.
We cannot assure you these actions, or consequences resulting from
these actions, will not harm our business or the
industry.
The airline industry is particularly sensitive to changes in
economic condition.
Fundamental and permanent changes in the domestic airline industry
have occurred over time as a result of several years of repeated
losses, among other reasons. These losses resulted in airlines
renegotiating or attempting to renegotiate labor contracts,
reconfiguring flight schedules, furloughing, or terminating
crewmembers, as well as considering other efficiency and
cost-cutting measures. Despite these actions, several airlines have
reorganized under Chapter 11 of the U.S. Bankruptcy Code to permit
them to reduce labor rates, restructure debt, terminate pension
plans, and generally reduce their cost structure. Since 2005, the
U.S. airline industry has experienced significant consolidation and
liquidations. A global economic recession and related unfavorable
general economic conditions, such as higher unemployment rates, a
constrained credit market, housing-related pressures, and increased
business operating costs can reduce spending for both leisure and
business travel. Unfavorable economic conditions could also impact
an airline’s ability to raise fares to counteract increased fuel,
labor, and other costs. It is possible that further airline
reorganizations, consolidation, bankruptcies, or liquidations may
occur in the current global economic environment, the effects of
which we are unable to predict. We cannot assure you the occurrence
of these events, or potential changes resulting from these events,
will not harm our business or the industry.
ITEM 1B. UNRESOLVED STAFF
COMMENTS
None.
ITEM 2. PROPERTIES
Aircraft
As of December 31, 2020, we operated a fleet consisting of one
Airbus A220 aircraft, 63 Airbus A321 aircraft, 13 Airbus A321neo
aircraft, 130 Airbus A320 aircraft, and 60 Embraer E190 aircraft as
summarized below:
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Aircraft |
|
Seating Capacity |
|
Owned(4)
|
|
Finance Leased |
|
Operating Leased |
|
Total |
|
Average Age in Years |
Airbus A220 |
|
140 |
|
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
Airbus A320 |
|
162/ 150 |
(1)
|
|
96 |
|
|
2 |
|
|
32 |
|
|
130 |
|
|
15.3 |
|
Airbus A321 |
|
200 / 159 |
(2) (3)
|
|
61 |
|
|
2 |
|
|
— |
|
|
63 |
|
|
4.5 |
|
Airbus A321neo |
|
200 |
|
|
|
13 |
|
|
— |
|
|
— |
|
|
13 |
|
|
0.8 |
|
Embraer E190 |
|
100 |
|
|
|
30 |
|
|
— |
|
|
30 |
|
|
60 |
|
|
12.2 |
|
|
|
|
|
|
201 |
|
|
4 |
|
|
62 |
|
|
267 |
|
|
11.3 |
|
(1) Our Airbus A320 with a restyled cabin configuration (72
aircraft) has a seating capacity of 162 seats. Our Airbus A320 with
a classic cabin configuration has a seating capacity of 150
seats.
(2) Our Airbus A321 with a single cabin layout has a seating
capacity of 200 seats. Our Airbus A321 with our
Mint®
premium service has a seating capacity of 159 seats.
(3) During 2020, we completed the buyout of one of our A321
aircraft leases.
(4) Total owned aircraft include aircraft associated with
sale-leaseback transactions that did not qualify as sales for
accounting purposes.
As of December 31, 2020, our aircraft leases had an average
remaining term of approximately 3 years, with expiration dates
between 2022 and 2026. We have
the option to extend most of these leases for additional periods or
to purchase the aircraft at the end of the related lease
term.
As of December 31, 2020, options for 50 additional A220-300
aircraft deliveries remain available to us and we retain the
flexibility to convert certain aircraft to the A220-100 model. Both
members of the A220 family share commonality in more than 99
percent of their replaceable parts and utilize the same family of
engines.
As of December 31, 2020, we had 141 aircraft on order and
scheduled for delivery through 2027. Our future aircraft delivery
schedule is as follows:
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Contractual Order Book |
Year |
|
Airbus A321neo |
|
Airbus A220 |
|
Total |
2021 |
|
8 |
|
7 |
|
15 |
2022 |
|
3 |
|
8 |
|
11 |
2023 |
|
11 |
|
19 |
|
30 |
2024 |
|
13 |
|
22 |
|
35 |
2025 |
|
11 |
|
12 |
|
23 |
2026 |
|
12 |
|
1 |
|
13 |
2027 |
|
14 |
|
— |
|
14 |
Total |
|
72 |
|
69 |
|
141 |
Ground Facilities
Airports
All of our facilities at the airports we serve are under leases or
other occupancy agreements. This space is leased directly or
indirectly from the local airport authority on varying terms
dependent on prevailing practices at each airport. Our passenger
terminal service facilities consisting of ticket counters, gate
space, operations support area, and baggage service offices
generally have agreement terms ranging from less than one year to
five years. They can contain provisions for periodic adjustments of
rental rates, landing fees, and other charges applicable under the
type of lease. Under some of these agreements, we are responsible
for the maintenance, insurance, utilities, and certain other
facility-related expenses and services.
A summary of our most significant lease agreements
are:
•JFK
-
We have a lease agreement with the PANYNJ for T5 and T5i. We have
the option to terminate the agreement in 2033, five years prior to
the end of the original scheduled lease term of October 2038. We
also executed a supplement to this lease agreement for the T6
property, our original base of operations at JFK which afforded us
the exclusive right to develop on the T6 property. T5i, our
expansion of T5 that we use as an international arrivals facility
opened to customers in November 2014. Another supplement of the
original T5 lease was executed in 2013. The lease, as amended, now
incorporates a total of approximately 19 acres of space for our T5
facilities.
•Boston
-
We had an initial five year lease agreement with Massport for five
gates in Terminal C that started on May 1, 2005 and allowed JetBlue
to grow to 11 gates by 2008. The agreement included extension
language which provided for 20 successive one-year automatic
renewals after the initial five year term. With the continued
growth of our operations in Boston, we have periodically amended
our lease to add additional gates and support spaces, most recently
in 2017 to have the rights to six additional gates. As of
December 31, 2020, we leased
27
gates in Boston. Our lease with Massport is scheduled to
expire in April 2030.
We have entered into use arrangements at each of the airports we
serve providing for the non-exclusive use of runways, taxiways, and
other airport facilities. Landing fees under these agreements are
typically based on the number of aircraft landings and the weight
of the aircraft.
Other
We lease the following hangars and airport support facilities at
our focus cities:
•New
York -
At JFK we have a ground lease agreement which expires in 2030 for
an aircraft maintenance hangar, an adjacent office, and warehouse
facility, including a storage facility for aircraft parts. These
facilities accommodate our technical support and catering
operations. We also lease a building from the PANYNJ which is
mainly used for ground equipment maintenance work.
•Boston
-
We have a ground lease agreement which expires in 2022 for a
building which includes an aircraft maintenance hangar and support
space. We also have leases for facilities to accommodate our ground
support equipment maintenance and catering operations.
•Orlando
-
We have a ground lease agreement for a hangar which expires in
2035. We also occupy a training center, JetBlue University, with a
lease agreement expiring in 2035 which we use for the initial and
recurrent training of our pilots and inflight
crewmembers, as well as support training for our technical
operations and airport crewmembers. This facility is equipped with
nine full flight simulators, nine flight training devices, three
cabin trainers,
a training pool, classrooms, and support areas. We began the
planned expansion of JetBlue University in April 2019 which has
continued into 2020. As we continue to grow, developing our
crewmembers' technical, service, and hospitality skills that
provide our JetBlue Experience is crucial to our continued success.
The new learning space will include additional flight and cabin
simulators, an auditorium that can accommodate six new classrooms,
and a larger ditching pool.
In 2015, we opened the Lodge at OSC which is adjacent to JetBlue
University and is used for lodging our crewmembers when they attend
training.
Our primary corporate offices are located in Long Island City, New
York with our lease expiring in 2023. Our offices in Salt Lake
City, Utah contain a core team of crewmembers who are responsible
for group sales, customer service, at-home reservation agent
supervision, disbursements and certain other finance functions. The
lease for our Salt Lake City facility expires in 2022. We also
maintain other facilities that are necessary to support our
operations in the cities we serve.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of our business, we are party to various
legal proceedings and claims which we believe are incidental to the
operation of our business. Other than as described under Note 12 to
our consolidated financial statements included in Part II, Item 8
of this Annual Report on Form 10-K, we believe the ultimate outcome
of these proceedings to which we are currently a party will not
have a material adverse effect on our business, financial position,
results of operations or cash flows.
ITEM 4. MINE SAFETY
DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET
FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Stockholder Matters
Our common stock is traded on the NASDAQ Global Select Market under
the symbol JBLU. As of January 31, 2021, there were
approximately
408 holders
of record of our common stock.
We have not paid cash dividends on our common stock and have no
current intention to do so. Any future determination to pay cash
dividends would be at the discretion of our Board of Directors,
subject to applicable limitations under Delaware law. This decision
would be dependent upon our results of operations, financial
condition, and other factors deemed relevant by our Board of
Directors.
Purchases of Equity Securities by the Issuer and Affiliated
Purchases
On December 8, 2017, the Board of Directors approved a two
year share repurchase program, or the 2017 Authorization, of up to
$750 million worth of common stock beginning on January 1,
2018. The 2017 Authorization was completed in 2019.
On September 19, 2019, the Board of Directors approved a share
repurchase program, or the 2019 Authorization, of up to $800
million worth of common stock beginning on October 1, 2019 and
ending no later than December 31, 2021. Our share repurchase
programs include authorization for repurchases in open market
transactions pursuant to Rules 10b-18 and/or 10b5-1 of the Exchange
Act, and/or one or more privately-negotiated accelerated stock
repurchase transactions. The timing, price, and volume of any
repurchases will be based on market conditions and other relevant
factors.
During 2020, the following shares were repurchased under the above
programs (in millions, except per share data):
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|
|
Period |
|
Total Number of Shares Purchased |
|
Average Price Paid Per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs |
|
Approximate Dollar Value of Shares that May Yet be Purchased Under
the Plans or Programs |
February 2020 |
|
8.1 |
|
|
(1) (2) |
|
8.1 |
|
|
$ |
480 |
|
March 2020 |
|
4.9 |
|
|
(1) (2) |
|
4.9 |
|
|
480 |
|
Total |
|
13.0 |
|
|
|
|
13.0 |
|
|
|
(1) On November 21, 2019, JetBlue entered into an accelerated
share repurchase agreement, or ASR, paying $160 million for an
initial delivery of 6.9 million shares. The term of the ASR
concluded on February 21, 2020 with delivery of 1.5 million
additional shares to JetBlue on February 25, 2020. A total of
8.4 million shares, at an average price of $19.03 per share, were
repurchased under the agreement.
(2) On February 24, 2020, JetBlue entered into an ASR paying
$160 million for an initial delivery of 6.6 million shares. The
term of the ASR concluded on March 16, 2020 with delivery of
4.9 million additional shares to JetBlue on March 18, 2020. A
total of 11.5 million shares, at an average price of $13.91 per
share, were repurchased under the agreement.
In accordance with the Payroll Support Program Agreement and the
Loan and Guarantee Agreement with the United States Department of
the Treasury under the CARES Act, JetBlue is temporarily restricted
from making any share repurchases. We have suspended our share
repurchase program as of March 31, 2020.
Stock Performance Graph
This performance graph shall not be deemed “filed” with the SEC or
subject to Section 18 of the Exchange Act, nor shall it be
deemed incorporated by reference in any of our filings under the
Securities Act, as amended.
The following line graph compares the cumulative total stockholder
return on our common stock with the cumulative total return of the
S&P 500 Stock Index and the NYSE Arca Airline Index from
December 31, 2016 to December 31, 2020. The comparison
assumes the investment of $100 in our common stock and in each of
the foregoing indices and reinvestment of all dividends. The stock
performance shown represents historical performance and is not
representative of future stock performance.
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|
|
|
12/31/2016 |
|
12/31/2017 |
|
12/31/2018 |
|
12/31/2019 |
|
12/31/2020 |
JetBlue Airways Corporation |
|
$ |
100 |
|
|
$ |
100 |
|
|
$ |
72 |
|
|
$ |
83 |
|
|
$ |
65 |
|
S&P 500 Stock Index |
|
100 |
|
|
119 |
|
|
112 |
|
|
144 |
|
|
168 |
|
NYSE Arca Airline Index |
|
100 |
|
|
105 |
|
|
82 |
|
|
99 |
|
|
75 |
|
ITEM 6. SELECTED FINANCIAL
DATA
The following financial information for each of the prior five
years ending on December 31 has been derived from our consolidated
financial statements. This information should be read in
conjunction with the consolidated financial statements and related
notes thereto included elsewhere in this Report.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions except per share data) |
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016(1)
|
Statements of Operations Data |
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
2,957 |
|
|
$ |
8,094 |
|
|
$ |
7,658 |
|
|
$ |
7,012 |
|
|
$ |
6,584 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Aircraft fuel and related taxes |
|
631 |
|
|
1,847 |
|
|
1,899 |
|
|
1,363 |
|
|
1,074 |
|
Salaries, wages and benefits |
|
2,032 |
|
|
2,320 |
|
|
2,044 |
|
|
1,887 |
|
|
1,698 |
|
Landing fees and other rents |
|
358 |
|
|
474 |
|
|
462 |
|
|
438 |
|
|
357 |
|
Depreciation and amortization |
|
535 |
|
|
525 |
|
|
469 |
|
|
424 |
|
|
393 |
|
Aircraft rent |
|
85 |
|
|
99 |
|
|
104 |
|
|
102 |
|
|
110 |
|
Sales and marketing |
|
110 |
|
|
290 |
|
|
294 |
|
|
271 |
|
|
263 |
|
Maintenance, materials and repairs |
|
441 |
|
|
619 |
|
|
625 |
|
|
622 |
|
|
563 |
|
Other operating expenses |
|
762 |
|
|
1,106 |
|
|
1,060 |
|
|
932 |
|
|
866 |
|
Special items(2)
|
|
(283) |
|
|
14 |
|
|
435 |
|
|
— |
|
|
— |
|
Total operating expenses |
|
4,671 |
|
|
7,294 |
|
|
7,392 |
|
|
6,039 |
|
|
5,324 |
|
Operating (loss) income |
|
(1,714) |
|
|
800 |
|
|
266 |
|
|
973 |
|
|
1,260 |
|
Other income (expense)(3)
|
|
(179) |
|
|
(32) |
|
|
(47) |
|
|
(55) |
|
|
(96) |
|
(Loss) income before income taxes |
|
(1,893) |
|
|
768 |
|
|
219 |
|
|
918 |
|
|
1,164 |
|
Income tax expense (benefit)(4)(5)
|
|
(539) |
|
|
199 |
|
|
30 |
|
|
(222) |
|
|
437 |
|
Net (loss) income |
|
$ |
(1,354) |
|
|
$ |
569 |
|
|
$ |
189 |
|
|
$ |
1,140 |
|
|
$ |
727 |
|
(Loss) earnings per common share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(4.88) |
|
|
$ |
1.92 |
|
|
$ |
0.60 |
|
|
$ |
3.47 |
|
|
$ |
2.23 |
|
Diluted(2)(3)(4)(5)
|
|
$ |
(4.88) |
|
|
$ |
1.91 |
|
|
$ |
0.60 |
|
|
$ |
3.45 |
|
|
$ |
2.13 |
|
Other Financial Data: |
|
|
|
|
|
|
|
|
|
|
Operating margin |
|
(58.0) |
% |
|
9.9 |
% |
|
3.5 |
% |
|
13.9 |
% |
|
19.1 |
% |
Pre-tax margin(6)
|
|
(64.0) |
% |
|
9.5 |
% |
|
2.9 |
% |
|
13.1 |
% |
|
17.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(683) |
|
|
$ |
1,449 |
|
|
$ |
1,200 |
|
|
$ |
1,379 |
|
|
$ |
1,632 |
|
Net cash (used in) investing activities |
|
(1,349) |
|
|
(1,129) |
|
|
(1,157) |
|
|
(979) |
|
|
(1,046) |
|
Net cash provided by (used in) financing activities |
|
2,983 |
|
|
165 |
|
|
131 |
|
|
(536) |
|
|
(472) |
|
(1) Amounts prior to 2017 do not reflect the impact of Accounting
Standards Update (ASU) 2016-02,
Leases (Topic 842)
of the Codification, adopted as of January 1, 2019.
(2) We had special items of
$(283) million,
$14 million, and $435 million in 2020, 2019, and 2018 respectively.
Special items reduced our loss per share by $0.77 in 2020. Special
items in 2019 and 2018 reduced our diluted earnings per share by
$0.03, and $1.04, respectively. Refer
to Note 18 to
our consolidated financial statements for details.
(3) In 2019, we recognized a gain on equity method investments of
$15 million. The impact of this gain to our diluted earnings per
share was $0.04.
(4) Our 2017 results included a $564 million tax benefit, or $1.71
of diluted earnings per share, from the remeasurement of our
deferred taxes to reflect the impact of the enactment of the Tax
Cuts and Jobs Act of 2017. The Tax Cuts and Jobs Act of 2017 made
significant changes to the federal tax code, including a reduction
in the federal corporate statutory tax rate from 35% to
21%.
(5) Our 2018 results included a $28 million tax benefit, or $0.09
of diluted earnings per share, resulting from measurement period
adjustments related to the enactment of the Tax Cuts and Jobs Act
of 2017.
(6) Pre-tax margin excluding special items and gain on equity
method investments was
(73.6)%,
9.5%, and 8.5% in 2020, 2019 and 2018, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016(1)
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,918 |
|
|
$ |
959 |
|
|
$ |
474 |
|
|
$ |
303 |
|
|
$ |
433 |
|
Investment securities |
|
1,137 |
|
|
372 |
|
|
416 |
|
|
392 |
|
|
628 |
|
Total assets |
|
13,406 |
|
|
11,918 |
|
|
10,959 |
|
|
10,402 |
|
|
9,323 |
|
Total debt and finance leases |
|
4,863 |
|
|
2,334 |
|
|
1,670 |
|
|
1,199 |
|
|
1,384 |
|
Common stockholders’ equity |
|
3,951 |
|
|
4,799 |
|
|
4,685 |
|
|
4,805 |
|
|
3,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016(1)
|
Operating Statistics: |
|
|
|
|
|
|
|
|
|
|
Revenue passengers (thousands) |
|
14,274 |
|
|
42,728 |
|
|
42,150 |
|
|
40,038 |
|
|
38,263 |
|
Revenue passenger miles (millions) |
|
18,598 |
|
|
53,617 |
|
|
50,790 |
|
|
47,240 |
|
|
45,619 |
|
Available seat miles (ASMs) (millions) |
|
32,689 |
|
|
63,841 |
|
|
59,881 |
|
|
56,007 |
|
|
53,620 |
|
Load factor |
|
56.9 |
% |
|
84.0 |
% |
|
84.8 |
% |
|
84.3 |
% |
|
85.1 |
% |
Aircraft utilization (hours per day) |
|
5.4 |
|
|
11.9 |
|
|
11.8 |
|
|
11.7 |
|
|
12.0 |
|
Average fare |
|
$ |
191.42 |
|
|
$ |
182.23 |
|
|
$ |
175.11 |
|
|
$ |
168.88 |
|
|
$ |
166.74 |
|
Yield per passenger mile (cents) |
|
14.69 |
|
|
14.52 |
|
|
14.53 |
|
|
14.31 |
|
|
13.99 |
|
Passenger revenue per ASM (cents) |
|
8.36 |
|
|
12.20 |
|
|
12.33 |
|
|
12.07 |
|
|
11.90 |
|
Operating revenue per ASM (cents) |
|
9.04 |
|
|
12.68 |
|
|
12.79 |
|
|
12.52 |
|
|
12.28 |
|
Operating expense per ASM (cents) |
|
14.29 |
|
|
11.43 |
|
|
12.34 |
|
|
10.78 |
|
|
9.93 |
|
Operating expense per ASM, excluding fuel(2)
|
|
13.12 |
|
|
8.44 |
|
|
8.37 |
|
|
8.29 |
|
|
7.88 |
|
Departures |
|
168,636 |
|
|
368,355 |
|
|
366,619 |
|
|
353,681 |
|
|
337,302 |
|
Average stage length (miles) |
|
1,222 |
|
|
1,140 |
|
|
1,096 |
|
|
1,072 |
|
|
1,093 |
|
Average number of operating aircraft during period
|
|
262.2 |
|
|
253.6 |
|
|
246.8 |
|
|
233.5 |
|
|
218.9 |
|
Average fuel cost per gallon, including fuel taxes
|
|
$ |
1.53 |
|
|
$ |
2.09 |
|
|
$ |
2.24 |
|
|
$ |
1.72 |
|
|
$ |
1.41 |
|
Fuel gallons consumed (millions) |
|
412 |
|
|
885 |
|
|
849 |
|
|
792 |
|
|
760 |
|
Average number of full-time equivalent crewmembers
|
|
15,450 |
|
|
18,535 |
|
|
17,766 |
|
|
17,118 |
|
|
15,696 |
|
(1)
Amounts prior to 2017 do not reflect the impact of ASU
2016-02,
Leases (Topic 842)
of the Codification, adopted as of January 1, 2019.
(2)
Refer to our "Regulation G Reconciliation of Non-GAAP Financial
Measures" section for more information on this non-GAAP
measure.
Glossary of Airline terminology
Airline terminology used in this section and elsewhere in this
Report:
•Aircraft
utilization -
The average number of block hours operated per day per aircraft for
the total fleet of aircraft.
•Available
seat miles -
The number of seats available for passengers multiplied by the
number of miles the seats are flown.
•Average
fare -
The average one-way fare paid per flight segment by a revenue
passenger.
•Average
fuel cost per gallon -
Total aircraft fuel costs, including fuel taxes and effective
portion of fuel hedging, divided by the total number of fuel
gallons consumed.
•Average
stage length -
The average number of miles flown per flight.
•Load
factor -
The percentage of aircraft seating capacity actually utilized,
calculated by dividing revenue passenger miles by available seat
miles.
•Operating
expense per available seat mile -
Operating expenses divided by available seat miles.
•Operating
expense per available seat mile, excluding fuel -
Operating expenses, less aircraft fuel, other non-airline expenses,
and special items, divided by available seat miles.
•Operating
revenue per available seat mile -
Operating revenues divided by available seat miles.
•Passenger
revenue per available seat mile -
Passenger revenue divided by available seat miles.
•Revenue
passengers -
The total number of paying passengers flown on all flight
segments.
•Revenue
passenger miles -
The number of miles flown by revenue passengers.
•Yield
per passenger mile -
The average amount one passenger pays to fly one mile.
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The Coronavirus (COVID-19) Pandemic
The unprecedented coronavirus ("COVID-19") pandemic and the related
travel restrictions and physical distancing measures implemented
throughout the world have significantly reduced demand for air
travel. Beginning in March 2020, large public events were canceled,
governmental authorities began imposing restrictions on
non-essential activities, businesses suspended travel, and popular
leisure destinations temporarily closed to visitors. Certain
countries have imposed bans on international travelers for
specified periods or indefinitely.
Demand for air travel began to weaken at the end of February 2020.
The pace of decline accelerated throughout March into April 2020
and demand remained depressed throughout the rest of 2020. This
decline in demand has had a material adverse impact on our
operating revenues and financial position. Our operating revenues
for the year ended December 31, 2020 declined by 63.5%
year-over-year. Although demand began to improve as the year
progressed, it remained significantly lower than in prior years.
The exact timing and pace of the recovery is uncertain given the
significant impact of the pandemic on the overall U.S. and global
economy. Some states have experienced a resurgence of COVID-19
cases after reopening and as a result, certain other states have
implemented travel restrictions or advisories for travelers from
such states. We have also seen a similar resurgence of COVID-19
cases in other countries and we expect to continue to see
fluctuations in the numbers of cases, which we believe will result
in actions by governmental authorities restricting activities. We
expect the demand environment to remain depressed until the
majority of the U.S. population is vaccinated against COVID-19 and
the medical community lifts the current physical distancing
guidelines. Our response to the pandemic and the measures we take
to secure additional liquidity may be modified as we have more
clarity on the timing of demand recovery.
In response to the COVID-19 pandemic, since March 2020 we have
implemented the following measures to focus on the safety of our
customers, our crewmembers, and our business.
Customers and Crewmembers
The safety of our customers and crewmembers continues to be a
priority. As the COVID-19 pandemic has developed, we have taken
steps to promote physical distancing and implemented new procedures
that reflect the recommendations of health experts, including the
following:
•Introduced
"Safety from the Ground Up", an initiative with a multi-layer
approach that encompasses enhanced safety and cleaning measures on
our flights, at our airports, and in our offices;
•Instituted
temperature checks for our customer-facing and support-center
crewmembers;
•Updated
our sick leave policy to provide up to 14 days of paid sick leave
for crewmembers who were diagnosed with COVID-19 or were required
to quarantine;
•Partnered
with Northwell Direct to provide a comprehensive set of COVID-19
services and programs to support our crewmembers;
•Implemented
a framework for internal contact tracing, crewmember notification,
and a return to work clearance process for all crewmembers,
wherever they may be located;
•Required
face coverings for all crewmembers while boarding, in flight, and
when physical distancing cannot be maintained;
•Administered
more frequent disinfecting of common surfaces and areas with high
touchpoints in our facilities;
•Enhanced
daily and overnight cleaning of our aircraft and all facilities,
using electrostatic spraying of disinfectant in the cabins of
aircraft parked overnight at selected focus cities;
•Required
customers to wear face coverings during check-in, boarding, and
inflight;
•Limited
the number of seats sold on most flights through January 7,
2021;
•Suspended
group boarding and implemented a back-to-front boarding process to
minimize passing in the aisle;
•Eliminated
layovers for crewmembers in New York City and worked with crew
transportation companies to ensure physical
distancing;
•Implemented
jump seat buffers on our flights to further promote physical
distancing measures;
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
36
•Provided
enhanced flexibility to our customers by waiving change and cancel
fees for customers with existing bookings made through March 31,
2021, while also extending the expiration date of travel credits
issued between February 27, 2020 and June 30, 2020 for flight
purchases to 24 months; and
•Announced
our partnership with Vault Health to provide discounted at-home
COVID-19 testing to customers with pending travel
plans.
Our Business
The COVID-19
pandemic drove a significant decline in demand beginning in the
second half of March 2020. We have significantly reduced our
capacity to a level that maintains essential services to align with
demand. Our capacity for the year ended December 31, 2020 declined
by 48.8% year-over-year.
For the first quarter of 2021, we expect capacity to be down by at
least 40%, as compared to the first quarter of 2019. As a result of
the significant reduction in demand expectations and lower
capacity, we have temporarily parked a portion of our
fleet.
The reductions in demand and in our capacity have resulted in a
significant reduction to our revenue. As a result, we have, and
will continue to implement cost saving initiatives to reduce our
overall level of cash spend. Some of the initiatives we have
undertaken include:
•Adjustments
in flying capacity to align with the expected demand.
•Temporary
consolidations of our operations in certain cities that contain
multiple airport locations.
•Renegotiated
service rates with business partners and extended payment
terms.
•Instituted
a company-wide hiring freeze.
•Implemented
salary reductions for a portion of our crewmembers, including our
officers throughout 2020 and into 2021.
•Offered
crewmembers voluntary time off and separation programs, with most
departures for the separation program occurring during the third
quarter of 2020.
We
believe the unprecedented impact of COVID-19 on the demand for air
travel and the corresponding decline in revenue will continue to
have an adverse impact on our results of operations, operating cash
flow, and financial condition. Given this situation, we have taken
actions to increase liquidity, strengthen our financial position,
and conserve cash. Some of the actions we have taken since the
onset of the pandemic through December 31, 2020
include:
•Executed
a $1.0 billion 364-day delayed draw term loan agreement in March
2020 and immediately drew down on the facility for the full amount
available. This term loan facility was repaid during the third
quarter.
•Borrowed
on our existing $550 million revolving credit facility in April
2020.
•Executed
a $150 million pre-purchase arrangement of
TrueBlue®
points with our co-brand credit card partner in April
2020.
•Suspended
non-critical capital expenditure projects.
•Amended
our purchase agreement with Airbus which changed the timing of our
Airbus A321 and A220 deliveries in May and October 2020 resulting
in approximately $2.0 billion of reduction in aircraft capital
expenditures through 2022.
•Suspended
share repurchases.
•Obtained
$963 million of government funding under the Payroll Support
Program of The Coronavirus Aid, Relief, and Economic Security Act
(“CARES Act”), which is discussed further below.
•Executed
a $750 million term loan credit facility and immediately drew down
on the facility for the full amount available in June
2020.
•Entered
into $563 million of sale-leaseback
transactions; which is discussed further below.
•Completed
public placements of equipment notes in an aggregate principal
amount of $923 million secured by 49 Airbus A321 aircraft in August
2020, which is discussed further in Note 4 to our consolidated
financial statements. The net proceeds were primarily used to repay
the outstanding borrowings under our 364-day delayed draw term loan
facility that was due to be repaid in March 2021.
•Entered
into a Loan and Guarantee agreement, as amended, with the United
States Department of the Treasury ("Treasury") under the Loan
Program of the CARES Act which gives us access to loans in an
aggregate principal
|
|
|
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
|
37
|
amount of up to $1.9 billion until May 28, 2021, which is discussed
further below. We drew down $115 million under the Loan Program on
September 29, 2020.
•Completed
the public offering of
42 million
shares of our common stock for net proceeds of $583 million in
December 2020.
As a result of these activities, we had cash, cash equivalents, and
short-term investments of approximately $3.1 billion at
December 31, 2020.
We continue to evaluate future financing opportunities in an effort
to build additional levels of liquidity.
We lowered our cash burn from approximately $18 million per day at
the end of March 2020 to an average of approximately $6.7 million
per day during the fourth quarter of 2020.
Preparing for Recovery
As the COVID-19 pandemic progresses, we have taken a number of
steps to position the Company for recovery when demand for air
travel eventually returns.
In June 2020, we announced the addition of 30 new domestic routes
to serve customers in markets where leisure and visiting friends
and relatives travel were showing signs of strength. These new
routes include daily nonstop Mint®
service from Newark Liberty International Airport to both Los
Angeles International Airport and San Francisco International
Airport. While the timeline for recovery remains uncertain, these
new routes offer us the opportunity to generate revenue, bring
aircraft back into service that would otherwise sit idle, and add
more flying opportunities of our crewmembers and customers. We
believe adding more destinations in these key markets will make us
more relevant to travelers and increase customer
loyalty.
In July 2020, we announced plans for a multi-year west coast
expansion from southern California which includes moving our
primary base of operations from Long Beach Airport to Los Angeles
International Airport. We plan to grow our operations at Los
Angeles International Airport from the average current level of 20
flights per day to approximately 70 flights per day by
2025.
Also in July 2020, we announced our intention to enter into a
strategic relationship with American Airlines Group Inc.
("American"). This arrangement, once fully implemented, will
include an alliance agreement with reciprocal code sharing on
domestic and international routes from or connecting through New
York (John F. Kennedy International Airport ("JFK"), LaGuardia
Airport, and Newark Liberty International Airport) and Boston,
excluding JetBlue's future European transatlantic flying. We
believe this partnership will create more capacity, seamless
connectivity for travelers in the northeast, and offer more choices
for customers across the networks of both airlines. In addition, we
believe this relationship will also accelerate our recovery as the
travel industry adapts to new trends as a result of the COVID-19
pandemic. Pursuant to federal law, American and JetBlue submitted
this proposed alliance arrangement to the Department of
Transportation ("DOT") for review. After American, JetBlue and the
DOT agreed to a series of commitments, the DOT terminated its
review of the proposed alliance. The commitments include growth
commitments to ensure capacity expansion, slot divestitures at JFK
and at Reagan National Airport near Washington, D.C. and antitrust
compliance measures. Beyond this agreement with the DOT, American
and JetBlue will also be limiting their coordination on certain
city pair markets within the scope of the alliance. In addition to
the DOT review, the Department of Justice and the New York Attorney
General, the Massachusetts Attorney General, and the Attorneys
General of certain other state and local jurisdictions are
investigating this proposed alliance, which are ongoing. American
and JetBlue intend to cooperate with those investigations, but are
proceeding with plans to implement this alliance.
In September 2020, we announced plans to launch 24 new routes aimed
at immediately capturing traffic on a variety of new, nonstop
routes as demand increases. These routes will introduce new
non-stop destinations from our focus cities and expand our
Mint®
service in Newark and Los Angeles.
In December 2020, we announced plans to introduce service in four
new destinations as part of a broader plan to add 24 new nonstop
routes in the first half of 2021. These new destinations include
Miami and Key West in Florida; Guatemala City, Guatemala; and Los
Cabos, Mexico. The new services are aimed at capturing traffic
where we anticipate customer demand.
2020 Results
For the year end December 31, 2020:
•System
capacity decreased by 48.8% year over year.
•We
generated $3.0 billion in operating revenue, a decrease of $5.1
billion compared to 2019, primarily due to
a 66.6% decrease in revenue passengers.
•Operating
revenue per available seat mile (RASM) decreased by 28.7% to 9.04
cents.
•Operating
expense decreased by 36.0% to $4.7 billion.
|
|
|
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
|
38
|
•Operating
expense per available seat mile (CASM) increased by 25.1% to 14.29
cents.
•Our
2020 and 2019 results included the effects of special items.
Excluding fuel and related taxes, special items, as well as
operating expenses related to our non-airline businesses, our
operating expense(1)
decreased by 20.4% to $4.3 billion.
•Excluding
fuel and related taxes, special items, as well as operating
expenses related to our non-airline businesses, our cost per
available seat mile (CASM ex-fuel)(1)
increased by 55.4% to 13.12 cents.
•Our
operating margin was (58.0)% in 2020 compared to 9.9% in 2019.
Excluding special items, our adjusted operating
margin(1)
were (67.5)% and 10.1% for full year 2020 and 2019,
respectively.
•Reported
a net loss of $(1.4) billion in 2020 compared to net income of $569
million in 2019.
•Our
reported (loss) per share for full year 2020 was $(4.88) compared
to reported earnings per diluted share of $1.91 in 2019. Excluding
special items, our adjusted (loss) per share(1)
was $(5.65) for full year 2020. Our adjusted earnings per diluted
share(1)
for full year 2019 was $1.90.
•During
2020, we took delivery of seven Airbus A321neo aircraft and our
first Airbus A220 aircraft. We expect our first Airbus A220
aircraft to enter into service in early 2021.
Outlook for 2021
The length and severity of the reduction in demand due to the
COVID-19 pandemic is uncertain; accordingly, we expect the adverse
impact to continue in the first quarter of 2021 and beyond. The
exact timing and pace of the recovery is uncertain given the
significant impact of the pandemic on the overall U.S. and global
economy. We expect the demand environment to remain depressed until
the majority of the U.S. population is vaccinated against COVID-19
and the medical community lifts the current physical distancing
guidelines. Our response to the pandemic and the measures we take
to secure additional liquidity may be modified as we have more
clarity in the timing of demand recovery.
We will continue to monitor customer behaviors as they evolve
throughout the pandemic. We plan to make strategic adjustments to
our network, as necessary, to maximize revenue potential and
accelerate recovery.
|
|
|
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
|
39
|
RESULTS OF OPERATIONS
2020 Compared to 2019
Overview
We reported a net (loss) of $(1.4) billion, an operating (loss) of
$(1.7) billion and operating margin of (58.0)% for the year ended
December 31, 2020. This compares to net income of $569 million,
operating income of $800 million, and operating margin of 9.9% for
the year ended December 31, 2019. Our (loss) per share was $(4.88)
for 2020 compared to earnings of $1.91 per diluted share for
2019.
Our 2020 and 2019 reported results included the effects of special
items. Adjusting for these one-time items(1),
our adjusted net (loss) was $(1.6) billion, operating (loss)
was $(2.0) billion, and our adjusted operating margin
was (67.5)% for 2020. This compares to adjusted net income of
$568 million, operating income of $814 million, and an operating
margin of 10.1% for 2019. Excluding one-time
items(1),
our adjusted (loss) per share was $(5.65) for 2020 compared to
adjusted earnings per diluted share of $1.90
for 2019.
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(revenues in millions; percent changes based on unrounded
numbers) |
|
|
|
|
|
Year-over-Year Change |
|
|
2020 |
|
2019 |
|
$ |
|
% |
|
Passenger revenue |
|
$ |
2,733 |
|
|
$ |
7,786 |
|
|
(5,053) |
|
|
(64.9) |
|
|
Other revenue |
|
224 |
|
|
308 |
|
|
(84) |
|
|
(27.3) |
|
|
Operating revenues |
|
$ |
2,957 |
|
|
$ |
8,094 |
|
|
(5,137) |
|
|
(63.5) |
|
|
|
|
|
|
|
|
|
|
|
|
Average fare |
|
$ |
191.42 |
|
|
$ |
182.23 |
|
|
9.19 |
|
|
5.0 |
|
|
Yield per passenger mile (cents) |
|
14.69 |
|
|
14.52 |
|
|
0.17 |
|
|
1.2 |
|
|
Passenger revenue per ASM (cents) |
|
8.36 |
|
|
12.20 |
|
|
(3.84) |
|
|
(31.5) |
|
|
Operating revenue per ASM (cents) |
|
9.04 |
|
|
12.68 |
|
|
(3.64) |
|
|
(28.7) |
|
|
Average stage length (miles) |
|
1,222 |
|
|
1,140 |
|
|
82 |
|
|
7.2 |
|
|
Revenue passengers (thousands) |
|
14,274 |
|
|
42,728 |
|
|
(28,454) |
|
|
(66.6) |
|
|
Revenue passenger miles (millions) |
|
18,598 |
|
|
53,617 |
|
|
(35,019) |
|
|
(65.3) |
|
|
Available seat miles (ASMs) (millions) |
|
32,689 |
|
|
63,841 |
|
|
(31,152) |
|
|
(48.8) |
|
|
Load factor |
|
56.9 |
% |
|
84.0 |
% |
|
|
|
(27.1) |
|
pts |
Passenger revenue accounted for 92.4% of our total operating
revenue for the year ended December 31, 2020. In addition to
seat revenue, passenger revenue includes revenue from our ancillary
product offerings such as Even More®
Space. Revenue generated from international routes, including
Puerto Rico, accounted for 36.1% of our total operating revenues in
2020. Passenger revenue, including certain ancillary fees directly
related to passenger tickets, is recognized when the transportation
is provided. Passenger revenue from unused tickets and passenger
credits are recognized in proportion to flown revenue based on
estimates of expected expiration or when the likelihood of the
customer exercising his or her remaining rights becomes remote. We
measure capacity in terms of available seat miles, which represents
the number of seats available for passengers multiplied by the
number of miles the seats are flown. Yield, or the average amount
one passenger pays to fly one mile, is calculated by dividing
Passenger revenue by Revenue passenger miles. We attempt to
increase Passenger revenue primarily by increasing our yield per
flight which produces higher revenue per available seat mile. Our
objective is to optimize our fare mix to increase our overall
average fare while continuing to provide our customers with
competitive fares.
In 2020, the decrease in Passenger revenue was primarily driven by
the unprecedented decline in demand for travel tied to COVID-19 and
its effects. We saw a 66.6% decline in revenue passengers compared
to 2019. Fee revenue decreased by $324 million as a result of the
lack of flying, representing a 55.4% decline from prior year.
Revenue from our Even More®
Space seats, which was our largest ancillary product in 2019,
decreased by $197 million, or 65.6% year-over-year.
Other revenue is primarily comprised of the marketing component of
the sales of our TrueBlue®
points. It also includes revenue from the sale of vacation
packages, ground handling fees received from other airlines, and
rental income.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
40
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions; per ASM data in cents; percentages based on unrounded
numbers) |
|
|
|
|
|
Year-over-Year Change |
|
per ASM |
|
2020 |
|
2019 |
|
$ |
|
% |
|
2020 |
|
2019 |
|
% Change |
Aircraft fuel and related taxes |
|
$ |
631 |
|
|
$ |
1,847 |
|
|
(1,216) |
|
|
(65.9) |
|
|
1.93 |
|
|
2.89 |
|
|
(33.3) |
|
Salaries, wages and benefits |
|
2,032 |
|
|
2,320 |
|
|
(288) |
|
|
(12.4) |
|
|
6.21 |
|
|
3.64 |
|
|
71.0 |
|
Landing fees and other rents |
|
358 |
|
|
474 |
|
|
(116) |
|
|
(24.4) |
|
|
1.10 |
|
|
0.74 |
|
|
47.6 |
|
Depreciation and amortization |
|
535 |
|
|
525 |
|
|
10 |
|
|
1.8 |
|
|
1.64 |
|
|
0.82 |
|
|
98.9 |
|
Aircraft rent |
|
85 |
|
|
99 |
|
|
(14) |
|
|
(14.4) |
|
|
0.26 |
|
|
0.16 |
|
|
67.2 |
|
Sales and marketing |
|
110 |
|
|
290 |
|
|
(180) |
|
|
(62.0) |
|
|
0.34 |
|
|
0.46 |
|
|
(25.7) |
|
Maintenance, materials and repairs |
|
441 |
|
|
619 |
|
|
(178) |
|
|
(28.8) |
|
|
1.34 |
|
|
0.97 |
|
|
39.0 |
|
Other operating expenses |
|
762 |
|
|
1,106 |
|
|
(344) |
|
|
(31.0) |
|
|
2.33 |
|
|
1.73 |
|
|
34.7 |
|
Special items |
|
(283) |
|
|
14 |
|
|
(297) |
|
|
(2,073.5) |
|
|
(0.86) |
|
|
0.02 |
|
|
(3,954.2) |
|
Total operating expenses |
|
$ |
4,671 |
|
|
$ |
7,294 |
|
|
(2,623) |
|
|
(36.0) |
|
|
14.29 |
|
|
11.43 |
|
|
25.1 |
|
Aircraft Fuel and Related Taxes
Aircraft fuel and related taxes represented 13.5% of our total
operating expenses in 2020 compared to 25.3% in 2019. The average
fuel price decreased 26.8% in 2020 to $1.53 per gallon. Our fuel
consumption decreased by 53.4%, or 473 million gallons, due to
capacity reductions in response to lower demand as a result of the
COVID-19 pandemic.
We recognized fuel hedge losses of $7 million and $5 million, in
2020 and 2019, respectively. These losses were recorded in Aircraft
fuel and related taxes. We are unable to predict the potential loss
from hedge accounting, which is determined on a
derivative-by-derivative basis, due to the volatility in the
forward markets for these commodities. We have no outstanding fuel
hedges as of December 31, 2020.
Salaries, Wages and Benefits
Salaries, wages and benefits decreased $288 million, or 12.4% in
2020. This decrease was driven primarily by the actions taken as a
result of decreased demand for air travel due to the COVID-19
pandemic. Beginning in March 2020, we instituted a company-wide
hiring freeze, implemented salary reductions for a portion of our
crewmembers, including officers, offered voluntary time off
programs to our crewmembers, and reduced work hours for all other
management workgroups. In June 2020, we announced voluntary
separation programs to our crewmembers, with most departures
occurring in the third quarter. We had approximately 20,000
crewmembers as of December 31, 2020 as compared to approximately
22,500 crewmembers at December 31, 2019. During 2020, the average
number of full-time equivalent crewmembers decreased by 16.6% and
the average tenure of our crewmembers was 8 years.
Landing Fees and Other Rents
Landing fees and other rents include landing fees, which are at
premium rates in the heavily trafficked northeast corridor of the
U.S. through which a large number of our flights operate. Other
rents primarily consist of rent for airports in our BlueCities.
Landing fees and other rents decreased $116 million, or 24.4%, in
2020 primarily due to capacity reductions in response to the
significant decline in demand beginning in the second half of March
2020 amid the COVID-19 pandemic.
Depreciation and Amortization
Depreciation and amortization primarily include depreciation for
our owned and finance leased aircraft, engines, and inflight
entertainment systems. Depreciation and amortization increased $10
million, or 1.8%, primarily driven by a 3.4% increase in the
average number of aircraft operating in 2020 compared to the same
period in 2019. We placed nine Airbus A321neo aircraft into service
and bought out the lease of one Airbus A321 aircraft in 2020. In
addition, we also completed the cabin restyle on 21 Airbus A320
aircraft.
Maintenance, Materials and Repairs
Maintenance, materials and repairs are generally expensed when
incurred unless covered by a long-term flight hour services
contract. The average age of our aircraft in 2020 was 11.3 years
which is relatively young compared to our competitors. However, as
our fleet ages our maintenance costs will increase significantly,
both on an absolute basis and as a percentage of our unit costs, as
older aircraft require additional, more expensive repairs over
time. We had an average of 8.6 additional total operating aircraft
in 2020 compared to 2019.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
41
In 2020, Maintenance, materials and repairs decreased by $178
million, or 28.8% compared to 2019. The decrease is primarily
driven by the COVID-19 related reduction in flying and timing of
heavy maintenance visits and engine maintenance.
Other Operating Expenses
Other operating expenses consist of the following categories:
outside services (including expenses related to fueling, ground
handling, skycap, security, and janitorial services), insurance,
personnel expenses, professional fees, onboard supplies, shop and
office supplies, bad debts, communication costs, and taxes other
than payroll and fuel taxes.
In 2020, other operating expenses decreased by $344 million, or
31.0%, compared to 2019, due to capacity reductions in response to
the significant decline in demand beginning in the second half of
March 2020 coupled with the benefits from cost saving initiatives
implemented amid the COVID-19 pandemic.
Special Items
In 2020, special items included the following:
•Contra-expense
of $685 million, which represents the amount of CARES Act payroll
support grants utilized during the period.
•Contra-expense
of $36 million related to the recognition of Employee Retention
Credits provided by the CARES Act.
•Impairment
charges of $273 million on our Embraer E190 fleet.
•Losses
of $106 million related to sale-leaseback
transactions.
•One-time
costs of $59 million, consisting of severance and health benefits,
in connection with our voluntary separation programs.
Special items in 2019 consisted of $6 million of one-time costs
related to the Embraer E190 fleet transition and $8 million of
one-time costs related to the implementation of our pilots'
collective bargaining agreement.
Income Taxes
Our effective tax rate was 28.5% in 2020, compared to 25.9% in
2019. The CARES Act permits net operating loss (NOL) carryovers and
carrybacks to offset 100% of taxable income for taxable years
beginning before 2021. In addition, the CARES Act allows NOLs
incurred in 2018, 2019, and 2020 to be carried back to each of the
five preceding taxable years to generate a refund of previously
paid incomes taxes. As a result, the Company’s effective tax rate
includes an income tax benefit related to the anticipated refunds
from tax losses generated during 2020 that are permitted to be
carried back to certain years when the U.S. federal income tax rate
was 35%.
2019 Compared to 2018
Overview
We reported net income of $569 million, operating income of $800
million and operating margin of 9.9% for the year ended December
31, 2019. This compares to net income of $189 million, operating
income of $266 million and operating margin of 3.5% for the year
ended December 31, 2018. Diluted earnings per share were $1.91 for
2019 compared to $0.60 for 2018.
Our 2019 and 2018 reported results included the effects of special
items. Adjusting for these one-time items(1),
our adjusted net income was $568 million, operating income was $814
million, and our adjusted operating margin was 10.1% for 2019. This
compares to adjusted net income of $488 million, operating income
of $701 million, and operating margin of 9.2% for 2018. Excluding
one-time items(1),
diluted earnings per share were $1.90 and $1.55 for 2019 and 2018,
respectively.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
42
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(revenues in millions; percent changes based on unrounded
numbers) |
|
|
|
|
|
Year-over-Year Change |
|
|
2019 |
|
2018 |
|
$ |
|
% |
|
Passenger revenue |
|
$ |
7,786 |
|
|
$ |
7,381 |
|
|
405 |
|
|
5.5 |
|
|
Other revenue |
|
308 |
|
|
277 |
|
|
31 |
|
|
11.0 |
|
|
Operating revenues |
|
$ |
8,094 |
|
|
$ |
7,658 |
|
|
436 |
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Average fare |
|
$ |
182.23 |
|
|
$ |
175.11 |
|
|
$ |
7.12 |
|
|
4.1 |
|
|
Yield per passenger mile (cents) |
|
14.52 |
|
|
14.53 |
|
|
(0.01) |
|
|
(0.1) |
|
|
Passenger revenue per ASM (cents) |
|
12.20 |
|
|
12.33 |
|
|
(0.13) |
|
|
(1.1) |
|
|
Operating revenue per ASM (cents) |
|
12.68 |
|
|
12.79 |
|
|
(0.11) |
|
|
(0.9) |
|
|
Average stage length (miles) |
|
1,140 |
|
|
1,096 |
|
|
44 |
|
|
4.0 |
|
|
Revenue passengers (thousands) |
|
42,728 |
|
|
42,150 |
|
|
578 |
|
|
1.4 |
|
|
Revenue passenger miles (millions) |
|
53,617 |
|
|
50,790 |
|
|
2,827 |
|
|
5.6 |
|
|
Available seat miles (ASMs) (millions) |
|
63,841 |
|
|
59,881 |
|
|
3,960 |
|
|
6.6 |
|
|
Load factor |
|
84.0 |
% |
|
84.8 |
% |
|
|
|
(0.8) |
|
pts |
Passenger revenue accounted for over 96.2% of our total operating
revenues for the year ended December 31, 2019. In addition to seat
revenue, passenger revenue includes revenue from our ancillary
product offerings such as Even More®
Space. Revenue generated from international routes, including
Puerto Rico, accounted for 30.4% of our total operating revenues in
2019. Passenger revenue, including certain ancillary fees directly
related to passenger tickets, is recognized when the transportation
is provided. Passenger revenue from unused tickets and passenger
credits are recognized in proportion to flown revenue based on
estimates of expected expiration or when the likelihood of the
customer exercising his or her remaining rights becomes remote. We
measure capacity in terms of available seat miles, which represents
the number of seats available for passengers multiplied by the
number of miles the seats are flown. Yield, or the average amount
one passenger pays to fly one mile, is calculated by dividing
Passenger revenue by Revenue passenger miles. We attempt to
increase Passenger revenue primarily by increasing our yield per
flight which produces higher revenue per available seat mile. Our
objective is to optimize our fare mix to increase our overall
average fare while continuing to provide our customers with
competitive fares.
In 2019, the increase in passenger revenue was mainly attributable
to a 1.4% increase in revenue passengers and a 4.1% increase in
average fare. Fee revenue increased by $76 million as a result of
changes in our baggage and change fee policies. Our largest
ancillary product was Even More®
Space, generating approximately $301 million in revenue, an
increase of over 10% compared to 2018.
Other revenue is primarily comprised of the marketing component of
the sales of our TrueBlue® points.
It also includes revenue from the sale of vacation packages, ground
handling fees received from other airlines, and rental
income.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
43
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions; per ASM data in cents; percentages based on unrounded
numbers) |
|
|
|
|
|
Year-over-Year Change |
|
per ASM |
|
2019 |
|
2018 |
|
$ |
|
% |
|
2019 |
|
2018 |
|
% Change |
Aircraft fuel and related taxes |
|
$ |
1,847 |
|
|
$ |
1,899 |
|
|
(52) |
|
|
(2.7) |
|
|
2.89 |
|
|
3.17 |
|
|
(8.8) |
|
Salaries, wages and benefits |
|
2,320 |
|
|
2,044 |
|
|
276 |
|
|
13.5 |
|
|
3.64 |
|
|
3.41 |
|
|
6.5 |
|
Landing fees and other rents |
|
474 |
|
|
462 |
|
|
12 |
|
|
2.6 |
|
|
0.74 |
|
|
0.77 |
|
|
(3.7) |
|
Depreciation and amortization |
|
525 |
|
|
469 |
|
|
56 |
|
|
12.1 |
|
|
0.82 |
|
|
0.78 |
|
|
5.2 |
|
Aircraft rent |
|
99 |
|
|
104 |
|
|
(5) |
|
|
(5.1) |
|
|
0.16 |
|
|
0.17 |
|
|
(11.0) |
|
Sales and marketing |
|
290 |
|
|
294 |
|
|
(4) |
|
|
(1.1) |
|
|
0.46 |
|
|
0.49 |
|
|
(7.3) |
|
Maintenance, materials and repairs |
|
619 |
|
|
625 |
|
|
(6) |
|
|
(1.0) |
|
|
0.97 |
|
|
1.04 |
|
|
(7.2) |
|
Other operating expenses |
|
1,106 |
|
|
1,060 |
|
|
46 |
|
|
4.2 |
|
|
1.73 |
|
|
1.78 |
|
|
(2.2) |
|
Special items |
|
14 |
|
|
435 |
|
|
(421) |
|
|
(96.7) |
|
|
0.02 |
|
|
0.73 |
|
|
(96.9) |
|
Total operating expenses |
|
$ |
7,294 |
|
|
$ |
7,392 |
|
|
(98) |
|
|
(1.3) |
|
|
11.43 |
|
|
12.34 |
|
|
(7.4) |
|
Aircraft Fuel and Related Taxes
Aircraft fuel and related taxes represented 25% of our total
operating expenses in 2019 compared to 26% in 2018. The average
fuel price decreased 6.7% in 2019 to $2.09 per gallon. This was
partially offset by a 4.3% increase in our fuel consumption of
approximately 36 million gallons. Additional fuel consumption was
mainly due to our increase in the average number of operating
aircraft.
We recognized fuel hedge losses of $5 million and $2 million, in
2019 and 2018, respectively. These losses were recorded in Aircraft
fuel and related taxes.
Salaries, Wages and Benefits
Salaries, wages and benefits represented approximately 32% of our
total operating expenses in 2019 compared to 28% in 2018. The
increase in salaries, wages and benefits was primarily driven by
the incremental costs of the new pilots' collective bargaining
agreement which became effective on August 1, 2018. Our crewmember
headcount also increased year-over-year. During 2019, the average
number of full-time equivalent crewmembers increased by 4% and the
average tenure of our crewmembers was 7 years.
Landing Fees and Other Rents
Landing fees and other rents include landing fees, which are at
premium rates in the heavily trafficked northeast corridor of the
U.S. where approximately 76% of our operations resided in 2019.
Other rents primarily consisted of rent for airports in our
BlueCities. Landing fees and other rents increased $12 million, or
2.6%, in 2019 primarily due to our increased number of
departures.
Depreciation and Amortization
Depreciation and amortization primarily include depreciation for
our owned and finance leased aircraft, engines, and inflight
entertainment systems. Depreciation and amortization increased $56
million, or 12.1%, primarily driven by a 2.8% increase in the
average number of aircraft operating in 2019 compared to the same
period in 2018. We placed five Airbus A321 aircraft into service
and bought out the lease of one Airbus A320 aircraft in 2019. In
addition, we also completed the cabin restyle on 42 Airbus A320
aircraft.
Maintenance, Materials and Repairs
Maintenance, materials and repairs are generally expensed when
incurred unless covered by a long-term flight hour services
contract. The average age of our aircraft in 2019 was 10.6 years
which was relatively young compared to our competitors. However, as
our fleet ages our maintenance costs will increase significantly,
both on an absolute basis and as a percentage of our unit costs, as
older aircraft require additional, more expensive repairs over
time. We had an average of 6.8 additional total operating aircraft
in 2019 compared to 2018.
In 2019, Maintenance, materials and repairs decreased by $6
million, or 1.0% compared to 2018. The decrease is attributable to
lower cost structures achieved through the Structural Cost Program
and timing of heavy maintenance visits.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
44
Other Operating Expenses
Other operating expenses consist of the following categories:
outside services (including expenses related to fueling, ground
handling, skycap, security, and janitorial services), insurance,
personnel expenses, professional fees, onboard supplies, shop and
office supplies, bad debts, communication costs, and taxes other
than payroll and fuel taxes.
In 2019, other operating expenses increased by $46 million, or
4.2%, compared to 2018, primarily due to an increase in airport
services and passenger onboard supplies resulting from an increased
number of departures and customers flown.
Special Items
Special items in 2019 consisted of $6 million of one-time costs
related to the Embraer E190 fleet transition and $8 million of
one-time costs related to the implementation of our pilots'
collective bargaining agreement. Special items in 2018 consisted of
$362 million of impairment and one-time costs related to the
Embraer E190 fleet transition, and $73 million of one-time costs
related to the ratification of our pilots' collective bargaining
agreement.
Income Taxes
Our effective tax rate was 25.9% in 2019, compared to 13.9% in
2018. Our 2018 effective tax rate included a benefit of $28 million
related to implementation of various provisions of the Tax Cuts and
Jobs Act of 2017.
LIQUIDITY AND CAPITAL RESOURCES
The airline business is capital intensive. Our ability to
successfully execute our growth plans is largely dependent on the
continued availability of capital on attractive terms. In addition,
our ability to successfully operate our business depends on
maintaining sufficient liquidity.
We believe we have adequate resources from a combination of cash
and cash equivalents and investment securities on-hand. During
2020, we have executed a significant number of financing
transactions to ensure that we have adequate levels of liquidity to
navigate through the COVID-19 pandemic. As of December 31,
2020, we had unrestricted cash and cash equivalents of $1.9 billion
and short-term investments of $1.1 billion. We took numerous
important steps throughout 2020 to strengthen our balance sheet. We
believe our actions will position us to successfully navigate
through the challenges posed by the COVID-19 pandemic. Our adjusted
debt to capitalization ratio(1)
at December 31, 2020 was 57%.
We believe a healthy liquidity position is a crucial element of our
ability to weather any part of the economic cycle while continuing
to execute on our plans for profitable growth and increased
returns. Our goal is to continue to be diligent with our liquidity,
maintain financial flexibility, and be prudent with capital
spending.
Analysis of Cash Flows
We had unrestricted cash and cash equivalents of $1.9 billion as of
December 31, 2020. This compares to $959 million and $474
million as of December 31, 2019 and 2018, respectively. We
held both short and long-term investments in 2020, 2019 and 2018.
Our short-term investments totaled $1.1 billion as of
December 31, 2020 compared to $369 million and $413 million as
of December 31, 2019 and 2018, respectively.
Operating Activities
Cash used in operating activities totaled approximately $(683)
million in 2020, compared to cash provided by operating activities
of $1.5 billion and $1.2 billion in 2019 and 2018, respectively.
The $2.1 billion decrease in cash flows from operating activities
in 2020 compared to 2019 was principally driven by the
unprecedented decline in demand for travel caused by COVID-19. The
$249 million increase in cash flows from operations in 2019
compared to 2018 was principally driven by an increase in operating
margin.
Investing Activities
During 2020, capital expenditures related to our purchase of flight
equipment included $426 million for the purchase of seven new
Airbus A321neo aircraft, our first Airbus A220 aircraft, and the
buyout of one Airbus A321 aircraft lease, $76 million for flight
equipment deposits, $151 million for flight equipment
work-in-progress, and $15 million for spare part purchases.
Other property and equipment capital expenditures included ground
equipment purchases and facilities improvements for $123 million.
Investing activities also included the net purchase of $767 million
in investment securities.
We executed
$563 million
of sale-leaseback transactions in 2020. Of these
transactions,
$209 million
qualified as sales for accounting purposes and the related proceeds
are classified within investing activities.
During 2019, capital expenditures related to our purchase of flight
equipment included $478 million for the purchase of six new Airbus
A321neo aircraft and the buyout of one Airbus A320 aircraft lease,
$224 million for flight equipment deposits, $249 million for flight
equipment work-in-progress, and $48 million for spare part
purchases. Other property and equipment
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
45
capital expenditures included ground equipment purchases and
facilities improvements for $158 million. Investing activities also
included the net purchase of $40 million in investment
securities.
During 2018, capital expenditures related to our purchase of flight
equipment
included $519 million for the purchase of 10 new Airbus A321
aircraft and the buyout of two aircraft leases, $206 million
for flight equipment deposits, $163 million for flight equipment
work-in-progress, and $130 million for spare part purchases.
Other property and equipment capital expenditures included ground
equipment purchases and facilities improvements for $97 million.
Investing activities also included the net purchase of $28 million
in investment securities.
We currently anticipate 2021 capital expenditures to be
approximately $1.0 billion. We
plan to restrict non-aircraft capital expenditures to those with
the highest returns.
Financing Activities
Financing activities during 2020 primarily consisted of net
proceeds of $2.2 billion from drawdowns of our credit facilities
and the execution of a number of financing transactions which
include the following:
•$981
million from our 364-day delayed draw term loan facility with
Morgan Stanley Senior Funding Inc. as administrative
agent;
•$717
million from our term loan facility with Barclays Bank PLC as
administrative agent, and
•$550
million from our revolving credit facility with Citibank N.A. as
administrative agent.
Also included in financing activities are:
•Net
proceeds of $913 million from the public placements of equipment
notes;
•Net
proceeds of $583 million from the public offering of
42 million
shares of our common stock;
•$354
million of sale-leaseback
transactions which did not qualify as sales for accounting
purposes;
•Net
proceeds
of $259 million and $19 million from the issuance of
unsecured
term loan and warrants, respectively, in connection with the
Payroll Support Program under the CARES Act;
•Net
proceeds of $105 million and $9 million from the issuance of
secured term loan and warrants, respectively, in connection with
the Loan Program under the CARES Act; and
•$36
million in proceeds from the issuance of common stock related to
our crewmember stock purchase plan.
These
proceeds are partially offset by the payoff of our 364-day delayed
draw term loan facility for $1.0 billion, scheduled maturities of
$372 million relating
to debt and finance lease obligations,
$12 million of which were
associated with scheduled rent payments on sale-leaseback aircraft
that did not qualify as sales for accounting purposes, and the
acquisitions of treasury shares of
$167 million,
of which $160 million related to our accelerated share repurchases,
or ASRs. Our share repurchase program has been suspended since
March 31, 2020.
Financing activities during 2019 consisted of the net issuance
of $981 million of debt, $764 million of which relates to the
offering of our Enhanced Equipment Trust Certificates, Series
2019-1 ("2019-1 EETC") in November, partially offset by the
scheduled repayment of $323 million in debt and finance lease
obligations. In addition, we acquired $542 million in treasury
shares of which $535 million related to ASRs during 2019. During
this period, we received $51 million in proceeds from the issuance
of stock related to employee share-based compensation.
Financing activities during 2018 consisted of the net issuance
of $687 million of debt partially offset by the scheduled repayment
of $222 million relating to debt and finance lease obligations. In
addition, we acquired $382 million in treasury shares of which $375
million related to ASRs during 2018. During this period, we
received $48 million in proceeds from the issuance of stock related
to employee share-based compensation.
In March 2019, we filed an automatic shelf registration statement
with the SEC. Under this shelf registration statement, we may offer
and sell from time to time common stock, preferred stock, debt
securities, depositary shares, warrants, stock purchase contracts,
stock purchase units, subscription rights, and pass-through
certificates. We may utilize this shelf registration statement, or
a replacement filed with the SEC, in the future to raise capital to
fund the continued development of our products and services, the
commercialization of our products and services, to repay
indebtedness, or for other general corporate purposes. The warrants
issued in connection with the Payroll Support Program and Loan
Program of the CARES Act were made, and any issuances of our
underlying common stock are expected to be made, in reliance on the
exemption from the registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), for
transactions not involving a public offering.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
46
None of our lenders or lessors are affiliated with us.
Capital Resources
Dependent on market conditions, we anticipate using a mix of cash
and debt financing for our expected aircraft deliveries in 2021. To
the extent we cannot secure financing on terms we deem attractive,
we may be required to pay in cash, further modify our aircraft
acquisition plans, or incur higher than anticipated financing
costs. Although we believe debt and/or lease financing should be
available to us if needed, we cannot give assurances we will be
able to secure financing on terms attractive to us, if at
all.
Working Capital
We had working capital of
$671 million
as of December 31, 2020 compared to a deficit of $877 million as of
December 31, 2019. Our working capital improved by $1.5 billion due
to several factors, including cash proceeds from long-term debt and
equity financing activities, coupled with lower level of
operational payables resulting from various cost saving initiatives
amid the COVID-19 pandemic.
Working capital deficits can be customary in the airline industry
since air traffic liability is classified as a current
liability.
In 2012, we entered into a revolving line of credit with Morgan
Stanley for up to approximately $200 million. This line of credit
is secured by a portion of our investment securities held by Morgan
Stanley and the borrowing amount may vary accordingly. This line of
credit bears interest at a floating rate based upon the London
Interbank Offered Rate, or LIBOR, plus a margin. We did not borrow
under this facility in 2019 or 2018 and the line was undrawn as of
December 31, 2020.
In August 2019, we amended and restated our revolving Credit and
Guaranty Agreement with Citibank N.A. as the administrative agent.
The amendment increased our borrowing capacity by $125 million to
$550 million and extended the term of the facility through August
2023. Borrowings under the Credit and Guaranty Agreement bear
interest at a variable rate equal to LIBOR, plus a margin. The
Amended and Restated Facility is secured by spare parts, aircraft,
and certain other assets. The Credit and Guaranty Agreement
includes customary covenants that require us to maintain certain
minimum balances in unrestricted cash, cash equivalents, and unused
commitments available under revolving credit facilities. In
addition, the covenants restrict our ability to, among other
things, dispose of certain collateral, or merge, consolidate, or
sell assets. In response to the unprecedented decline in demand
caused by the COVID-19 pandemic, we borrowed the full amount under
the Credit and Guarantee Agreement in April 2020, all of which
remained outstanding as of December 31, 2020.
CARES Act Loan Program
Under the CARES Act Loan Program as signed in April 2020 and
subsequently amended in November 2020, JetBlue has the ability to
borrow up to approximately $1.9 billion from the Treasury. If we
accept the full amount of the loan, we will issue warrants to
purchase approximately
20.5 million shares
of our common stock to the Treasury. We borrowed $115 million of
the $1.9 billion available to us under the Loan Program on
September 29, 2020.
As of December 31, 2020, approximately $1.8 billion of the
borrowing capacity under the Loan Program remained available to us.
On January 15, 2021, we entered into a letter agreement with
Treasury which provided an extension of the Loan Program allowing
us the option to access the remaining borrowing capacity through
May 28, 2021.
Payroll Support Program 2
Also on January 15, 2021, we entered into a Payroll Support Program
Extension Agreement (the “PSP Extension Agreement”) with Treasury
governing our participation in the federal Payroll Support Program
for passenger air carriers under the United States Consolidated
Appropriations Act, 2021 (the “Payroll Support Program
2”).
Pursuant to the Payroll Support Program 2, on January 15, 2021,
Treasury provided to JetBlue a payment of approximately $252
million (the “2021 Payroll Support Payment”) under the PSP
Extension Agreement. The 2021 Payroll Support Payment includes a
grant of approximately $206 million and an unsecured loan of $46
million. In consideration for the 2021 Payroll Support Payment, we
issued to Treasury warrants to purchase 316,583 shares of our
common stock at an exercise price of $14.43 per share.
We expect to meet our obligations as they become due through
available cash, investment securities, and internally generated
funds, supplemented, as necessary, by financing activities and
federal government assistance programs, which may be available to
us. We expect to generate positive working capital through our
operations. However, we cannot predict what the effect on our
business might be from future developments related to the COVID-19
pandemic and its impact on the economy and consumer behavior, the
extremely competitive environment in which we operate, or from
events beyond our control, such as volatile fuel prices, economic
conditions, weather-related disruptions, airport infrastructure
challenges, the spread of
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
47
infectious diseases, the impact of other airline bankruptcies,
restructurings or consolidations, U.S. military actions, or acts of
terrorism. We believe there is sufficient liquidity available to us
to meet our cash requirements for at least the next
12 months.
Debt and Finance Leases
As part of our efforts to effectively manage our balance sheet, we
expect to continue to actively manage our debt balances. Our
approach to debt management includes managing the mix of fixed and
floating rate debt, annual maturities of debt, and the weighted
average cost of debt. Additionally, our unencumbered assets allow
some flexibility in managing our cost of debt and capital
requirements.
CONTRACTUAL OBLIGATIONS
Our contractual obligations at December 31, 2020 include the
following (in billions):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due in |
|
|
Total |
|
2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
|
Thereafter |
Debt and finance lease obligations(1)
|
|
$ |
5.8 |
|
|
$ |
0.6 |
|
|
$ |
0.6 |
|
|
$ |
1.3 |
|
|
$ |
1.1 |
|
|
$ |
0.4 |
|
|
$ |
1.8 |
|
Operating lease obligations |
|
1.2 |
|
|
0.2 |
|
|
0.2 |
|
|
0.1 |
|
|
0.1 |
|
|
0.1 |
|
|
0.5 |
|
Flight equipment purchase obligations |
|
7.8 |
|
|
1.0 |
|
|
0.7 |
|
|
1.5 |
|
|
1.8 |
|
|
1.2 |
|
|
1.6 |
|
Other obligations(2)
|
|
2.6 |
|
|
0.3 |
|
|
0.4 |
|
|
0.4 |
|
|
0.4 |
|
|
0.4 |
|
|
0.7 |
|
Total |
|
$ |
17.4 |
|
|
$ |
2.1 |
|
|
$ |
1.9 |
|
|
$ |
3.3 |
|
|
$ |
3.4 |
|
|
$ |
2.1 |
|
|
$ |
4.6 |
|
(1)Includes
actual interest and estimated interest for floating-rate debt based
on December 31, 2020 rates.
(2)Amounts
include non-cancelable commitments for the purchase of goods and
services.
The interest rates are fixed
for $3.0 billion of our debt and finance lease obligations, with
the remaining $1.6 billion
having floating interest rates. The floating interest rates adjust
either quarterly or semi-annually based on LIBOR. The weighted
average maturity of all of our debt was eight years as of
December 31, 2020.
As of December 31, 2020, we were in compliance with the
covenants of our debt and lease agreements and approximately 81% of
our owned property and equipment were pledged as security under
various loan agreements.
As of December 31, 2020, we had operating lease obligations
for 62 aircraft with lease terms that expire between 2022 and 2026.
Our aircraft
lease agreements contain termination provisions which include
standard maintenance and return conditions. Our policy is to record
these lease return conditions when they are probable and the costs
can be estimated. We also lease airport terminal space and other
airport facilities in each of our markets, as well as office space
and other equipment. We have approximately
$27 million
of restricted assets pledged under standby letters of credit
related to certain of our leases which will expire at the end of
the related leases. As of December 31, 2020, the average age
of our operating fleet
was 11.3 years.
Our firm aircraft order book as of December 31, 2020 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Airbus A321neo |
|
Airbus A220 |
|
Total |
2021 |
|
8 |
|
7 |
|
15 |
2022 |
|
3 |
|
8 |
|
11 |
2023 |
|
11 |
|
19 |
|
30 |
2024 |
|
13 |
|
22 |
|
35 |
2025 |
|
11 |
|
12 |
|
23 |
2026 |
|
12 |
|
1 |
|
13 |
2027 |
|
14 |
|
— |
|
14 |
Total |
|
72 |
|
69 |
|
141 |
Committed expenditures for our firm aircraft and spare engines
include estimated amounts for contractual price escalations and
pre-delivery deposits. We expect to meet our pre-delivery deposit
requirements for our aircraft by paying cash or by using short-term
borrowing facilities for deposits generally required six to
24 months prior to delivery. Any pre-delivery deposits paid by
the issuance of notes are fully repaid at the time of delivery of
the related aircraft.
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
48
Our Terminal at JFK, T5, is governed by a lease agreement we
entered into with the PANYNJ in 2005. We are responsible for
making various payments under the lease. This includes ground rents
for the terminal site which began at the time of the lease
execution in 2005 and facility rents commenced in October 2008 upon
our occupancy of T5. The facility rents are based on the
number of passengers enplaned out of the terminal, subject to
annual minimums. The PANYNJ reimbursed us for construction
costs of this project in accordance with the terms of the lease,
except for approximately $76 million in leasehold improvements
provided by us. In 2013, we amended this lease to include
additional ground space for our international arrivals facility,
T5i, which we opened in November 2014. Minimum ground and facility
rents
at JFK totaling $536 million are
included in the commitments table above as operating lease
obligations.
We enter into individual employment agreements with each of our
non-unionized FAA-licensed crewmembers, inspectors, and air traffic
controllers. Each employment agreement is for a term of five years
and automatically renews for an additional five-year term unless
the crewmember is terminated for cause or the crewmember elects not
to renew it. Pursuant to these agreements, these crewmembers can
only be terminated for cause. In the event of a downturn in our
business requiring a reduction in flying and related work hours, we
are obligated to pay these crewmembers a guaranteed level of income
and to continue their benefits.
As we are not currently obligated to pay this guaranteed income and
benefits, no amounts related to these guarantees are included in
the contractual obligations table above.
OFF-BALANCE SHEET ARRANGEMENTS
We have determined that we hold a variable interest in, but are not
the primary beneficiary of, certain pass-through trusts. The
beneficiaries of these pass-through trusts are the purchasers of
equipment notes issued by us to finance the acquisition of
aircraft. Each trust maintains a liquidity facility whereby a third
party agrees to make payments sufficient to pay up to
18 months of interest on the applicable certificates if a
payment default occurs.
We have also made certain guarantees and indemnities to other
unrelated parties that are not reflected on our consolidated
balance sheets, which we believe will not have a significant impact
on our results of operations, financial condition or cash flows. We
have no other off-balance sheet arrangements. See Notes 4, 5, and
12 to our consolidated financial statements for a more detailed
discussion of our variable interests and other contingencies,
including guarantees and indemnities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements in
conformity with generally accepted accounting principles in the
United States, or GAAP, requires management to adopt accounting
policies as well as make estimates and judgments to develop amounts
reported in our financial statements and accompanying notes. We
maintain a thorough process to review the application of our
accounting policies and to evaluate the appropriateness of the
estimates that are required to prepare our financial statements. We
believe our estimates and judgments are reasonable; however, actual
results and the timing of recognition of such amounts could differ
from those estimates. In addition, estimates routinely require
adjustment based on changing circumstances and the receipt of new
or better information.
Critical accounting policies and estimates are defined as those
that are reflective of significant judgments and uncertainties that
could potentially result in materially different results under
different assumptions and conditions. The policies and estimates
discussed below have been reviewed with our independent registered
public accounting firm and with the Audit Committee of our Board of
Directors. For a discussion of these and other significant
accounting policies, see Note 1 to our consolidated financial
statements.
Passenger Revenue
Ticket sales and the fees collected for related ancillary services
are initially deferred in air traffic liability. Air traffic
liability represents tickets sold but not yet flown, credits which
can be used for future travel, and a portion of the liability
related to our TrueBlue®
loyalty program. We allocate the transaction price to each
performance obligation identified in a passenger ticket on a
relative standalone basis. Passenger revenue, including certain
ancillary fees directly related to passenger tickets, is recognized
when the transportation is provided. Taxes that we are required to
collect from our customers, including foreign and U.S. federal
transportation taxes, security taxes, and airport facility charges,
are excluded from passenger revenue. Those taxes and fees are
recorded as a liability upon collection and are relieved from the
liability upon remittance to the applicable governmental
agency.
The majority of the tickets we sell are non-refundable.
Non-refundable fares may be canceled prior to the scheduled
departure date for a credit for future travel. Refundable fares may
be canceled at any time prior to the scheduled departure date.
Failure to cancel a refundable fare prior to departure will result
in the cancellation of the original ticket and an issuance of a
credit for future travel. Passenger credits can generally be used
for future travel up to a year from the date of issuance. In
response to the impact of COVID-19 on air travel, we extended the
expiration dates for travel credits issued from February
27,
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
49
2020 through June 30, 2020 to a 24-month period. The air traffic
liability classified as non-current as of December 31, 2020
represents our current estimate of tickets and credits to be used
or refunded beyond one year, while the balance classified as
current represents our current estimate of tickets and credits to
be used or refunded within one year. We will continue to monitor
our customers' travel behavior and may adjust our estimates in the
future.
Passenger breakage revenue from unused tickets and passenger
credits will be recognized in proportion to flown revenue based on
estimates of expected expiration when the likelihood of the
customer exercising his or her remaining rights becomes remote.
Breakage revenue consists of non-refundable tickets that remain
unused past the departure date, have continued validity, and are
expected to ultimately expire unused, as well as passenger credits
that are not expected to be redeemed prior to expiration. JetBlue
uses estimates based on historical experience of expired tickets
and credits and considers other factors that could impact future
expiration patterns of tickets and credits. Tickets which do not
have continued validity past the departure date are recognized as
revenue after the scheduled departure date has lapsed.
Passenger ticket costs primarily include credit card fees,
commissions paid, and global distribution systems booking fees.
Costs are allocated entirely to the purchased travel services and
are capitalized until recognized when travel services are provided
to the customer.
Loyalty Program
Customers may earn points under our customer loyalty program,
TrueBlue®,
based on the fare paid and fare product purchased for a flight.
Customers can also earn points through business partners such as
credit card companies, hotels, car rental companies, and our
participating airline partners.
Points Earned From a Ticket Purchase.
When a TrueBlue®
member travels, we recognize a portion of the fare as revenue and
defer in air traffic liabilities the portion that represents the
value of the points net of spoilage, or breakage. We allocate the
transaction price to each performance obligation on a relative
standalone basis. We determine the standalone selling price of
TrueBlue®
points issued using the redemption value approach. To maximize the
use of observable inputs, we utilize the actual ticket value of the
tickets purchased with TrueBlue®
points. The liability is relieved and passenger revenue is
recognized when the points are redeemed and the free travel is
provided.
Points Sold to TrueBlue®
Partners.
Our most significant contract to sell TrueBlue®
points is with our co-branded credit card partner. Co-branded
credit card partnerships have the following identified performance
obligations: air transportation; use of the JetBlue brand name, and
access to our frequent flyer customer lists; advertising; and other
airline benefits. In determining the estimated selling price,
JetBlue considers multiple inputs, methods, and assumptions,
including: discounted cash flows; estimated redemption value, net
of fulfillment discount; points expected to be awarded and
redeemed; estimated annual spending by cardholders; estimated
annual royalty for use of JetBlue's frequent flyer customer lists;
and estimated utilization of other airline benefits. Payments are
typically due monthly based on the volume of points sold during the
period, and the terms of our marketing contracts are generally from
one to seven years. The overall consideration received is allocated
to each performance obligation based on their standalone relative
selling prices. The air transportation element is deferred and
recognized as passenger revenue when the points are utilized. The
other elements are recognized as other revenue when the performance
obligation related to those services are satisfied, which is
generally the same period as when consideration is received from
the participating company.
Amounts allocated to the air transportation element which are
initially deferred include a portion that are expected to be
redeemed during the following twelve months (classified as a
component of Air traffic liability), and a portion that are not
expected to be redeemed during the following twelve months
(classified as Air traffic liability - non-current). We
periodically update this analysis and adjust the split between
current and non-current liabilities as appropriate.
Points earned by TrueBlue®
members never expire. TrueBlue®
members can pool points between small groups of people, branded as
Points Pooling™. Breakage is estimated using historical redemption
patterns to determine a breakage rate. Breakage rates used to
estimate breakage revenue are evaluated annually. Changes to
breakage estimates impact revenue recognition
prospectively.
Accounting for Long-Lived Assets
In accounting for long-lived assets, we make estimates about the
expected useful lives, projected residual values, and the potential
for impairment. In estimating useful lives and residual values of
our aircraft, we have relied upon actual industry experience with
the same or similar aircraft 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 when events and
circumstances indicate the assets may be impaired. Indicators
include operating or cash flow losses, significant decreases in
market value, or changes in technology.
|
|
|
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
|
50
|
To determine if impairment exists for our aircraft used in
operations, we group our aircraft by fleet-type (the lowest level
for which there are identifiable cash flows) and then estimate
their future cash flows based on projections of capacity, aircraft
age, maintenance requirements, and other relevant conditions. An
impairment occurs when the sum of the estimated undiscounted future
cash flows are less than the aggregate carrying value of the fleet.
The impairment loss recognized is the amount by which the fleet's
carrying value exceeds its estimated fair value. We estimate
aircraft fair value using third party valuations which consider the
effects of the current market environment, age of the assets, and
marketability.
Given the substantial reduction in our active aircraft and
diminished projections of future cash flows in the near term as a
result of the COVID-19 pandemic, we evaluated our fleet during 2020
and recorded impairment charges of flight equipment and other
property and equipment related to our Embraer E190 fleet. As we
obtain greater clarity about the duration and extent of reduced
demand and potentially execute further capacity adjustments, we
will continue to evaluate our fleet compared to network
requirements and may decide to adjust our fleet strategy
accordingly. Future decisions regarding the temporarily parked
aircraft and the timing of any return to service will be dependent
on the evolution of the demand environment.
In 2018, we recorded an impairment charge related to our decision
to exit the Embraer E190 fleet.
Refer to Note 18 to our consolidated financial statements for
further details of our impairment charges.
Lease Accounting
We operate airport facilities, office buildings, and aircraft under
operating leases with minimum lease payments. We recognize the
costs associated with these agreements as rent expense on a
straight-line basis over the expected lease term. Within the
provisions of certain leases, there are minimum escalations in
payments over the base lease term. There are also periodic
adjustments of lease rates, landing fees, and other charges
applicable under such agreements, as well as renewal periods. The
effects of the escalations and other adjustments have been
reflected in rent expense on a straight-line basis over the lease
term. This includes renewal periods when it is deemed to be
reasonably assured at the inception of the lease. The amortization
period for leasehold improvements is the term used in calculating
straight-line rent expense or their estimated economic life,
whichever is shorter.
Derivative Instruments used for Aircraft
Fuel
We utilize financial derivative instruments to manage the risk of
changing aircraft fuel prices. We do not purchase or hold any
derivative instrument for trading purposes. Fair values are
determined using commodity prices provided to us by independent
third parties. When possible, we designate these instruments as
cash flow hedges for accounting purposes, as defined by the
Derivatives and Hedging
topic of the Codification which permits the deferral of the
effective portions of gains or losses until contract
settlement.
The
Derivatives and Hedging
topic is a complex accounting standard. It requires us to develop
and maintain a significant amount of documentation related
to:
(1) our fuel hedging program and fuel management
approach,
(2) statistical analysis supporting a highly correlated
relationship between the underlying commodity in the derivative
financial instrument and the risk being hedged, i.e. aircraft fuel,
on both a historical and prospective basis, and
(3) cash flow designation for each hedging transaction
executed, to be developed concurrently with the hedging
transaction.
This documentation requires us to estimate forward aircraft fuel
prices since there is no reliable forward market for aircraft fuel.
These prices are developed through the observation of similar
commodity futures prices, such as crude oil and/or heating oil, and
adjusted based on variations to those like commodities.
Historically, our hedges have settled within 24 months; therefore,
the deferred gains and losses have been recognized into earnings
over a relatively short period of time.
|
|
|
(1)
Refer to our ''Regulation G Reconciliation of Non-GAAP Financial
Measures" at the end of this section for more information on this
non-GAAP measure.
|
51
|
REGULATION G RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES
We sometimes use non-GAAP financial measures in this report.
Non-GAAP financial measures are financial measures that are derived
from the consolidated financial statements, but that are not
presented in accordance with generally accepted accounting
principles in the United States, or GAAP. We believe these non-GAAP
financial measures provide a meaningful comparison of our results
to others in the airline industry and our prior year
results. Investors should consider these non-GAAP financial
measures in addition to, and not as a substitute for, our financial
performance measures prepared in accordance with
GAAP. Further, our non-GAAP information may be different from
the non-GAAP information provided by other companies. The
information below provides an explanation of each non-GAAP
financial measure and shows a reconciliation of non-GAAP financial
measures used in this filing to the most directly comparable GAAP
financial measures.
Operating Expense per Available Seat Mile, excluding fuel and
related taxes, other non-airline operating expenses, and special
items ("CASM Ex-Fuel")
Operating expenses per available seat mile, or CASM, is a common
metric used in the airline industry. We exclude aircraft fuel
and related taxes, operating expenses related to other non-airline
businesses, such as our subsidiaries, JetBlue Technology Ventures
and JetBlue Travel Products, and special items from operating
expenses to determine CASM ex-fuel, which is a non-GAAP financial
measure.
In 2020, special items include contra-expenses recognized on the
utilization of payroll support grants received under the CARES Act,
contra-expenses recognized on the Employee Retention Credits
provided by the CARES Act, impairment charges of our Embraer E190
fleet, losses generated from certain sale-leaseback transactions,
and one-time costs associated with our voluntary crewmember
separation programs.
Special items for 2019 and 2018 include an impairment charge and
one-time costs related to the Embraer E190 fleet transition as well
as one-time costs related to the ratification and implementation of
our pilots' collective bargaining agreement.
We believe that CASM ex-fuel is useful for investors because it
provides investors the ability to measure financial performance
excluding items beyond our control, such as fuel costs, which are
subject to many economic and political factors, or not related to
the generation of an available seat mile, such as operating expense
related to other non-airline businesses. We believe this non-GAAP
measure is more indicative of our ability to manage airline costs
and is more comparable to measures reported by other major
airlines.
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NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE PER ASM, EXCLUDING
FUEL |
(in millions; per ASM data in cents) |
|
2020 |
|
2019 |
|
2018 |
|
2017
|
|
2016(1)
|
|
$ |
|
per ASM |
|
$ |
|
per ASM |
|
$ |
|
per ASM |
|
$ |
|
per ASM |
|
$ |
|
per ASM |
Total operating expenses |
|
$ |
4,671 |
|
|
14.29 |
|
|
$ |
7,294 |
|
|
11.43 |
|
|
$ |
7,392 |
|
|
12.34 |
|
|
$ |
6,039 |
|
|
10.78 |
|
|
$ |
5,324 |
|
|
9.93 |
|
Less: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Aircraft fuel and related taxes |
|
631 |
|
|
1.93 |
|
|
1,847 |
|
|
2.89 |
|
|
1,899 |
|
|
3.17 |
|
|
1,363 |
|
|
2.43 |
|
|
1,074 |
|
|
2.00 |
|
Other non-airline expenses(2)
|
|
35 |
|
|
0.10 |
|
|
46 |
|
|
0.08 |
|
|
44 |
|
|
0.07 |
|
|
35 |
|
|
0.06 |
|
|
26 |
|
|
0.05 |
|
Special items |
|
(283) |
|
|
(0.86) |
|
|
14 |
|
|
0.02 |
|
|
435 |
|
|
0.73 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Operating expenses, excluding fuel |
|
$ |
4,288 |
|
|
13.12 |
|
|
$ |
5,387 |
|
|
8.44 |
|
|
$ |
5,014 |
|
|
8.37 |
|
|
$ |
4,641 |
|
|
8.29 |
|
|
$ |
4,224 |
|
|
7.88 |
|
(1) Amounts prior to 2017 do not reflect the impact of the adoption
of ASU 2016-02,
Leases (Topic 842)
of the Codification, adopted as of January 1, 2019.
(2) Other non-airline expenses for 2016 includes operating expenses
related to JetBlue Technology Ventures only.
Reconciliation of Operating Expense, Income before Taxes, Net
Income and Earnings per Share, excluding special items, gain on
equity method investments, and impact of tax reform
Our GAAP results in the applicable periods were impacted by charges
that are deemed special items and a one-time gain on an equity
method investment.
In 2020, special items include contra-expenses recognized on the
utilization of payroll support grants received under the CARES Act,
impairment charges of our Embraer E190 fleet, losses generated from
certain sale-leaseback transactions, and one-time costs associated
with our voluntary crewmember separation programs.
Special items for 2019 and 2018 include an impairment charge and
one-time costs related to the Embraer E190 fleet transition as well
as one-time costs related to the ratification and implementation of
our pilots' collective bargaining agreement. In 2019, we also
recognized a one-time gain on an equity method investment. Our GAAP
results in 2018 also included the impact from the 2017 reform under
the Tax Cuts and Jobs Act.
We believe the impact of these items distort our overall trends and
that our metrics are more comparable with the presentation of our
results excluding the impact of these items. The table below
provides a reconciliation of our GAAP reported amounts to the
non-GAAP amounts excluding the impacts of these items.
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NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE, INCOME BEFORE TAXES, NET
INCOME AND EARNINGS PER SHARE
EXCLUDING SPECIAL ITEMS, GAIN ON EQUITY METHOD INVESTMENT, AND
IMPACT OF TAX REFORM |
|
|
Year Ended December 31, |
(in millions except per share amounts) |
|
2020 |
|
2019 |
|
2018 |
Total operating revenues |
|
$ |
2,957 |
|
|
$ |
8,094 |
|
|
$ |
7,658 |
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
4,671 |
|
|