Item 8.01 Other Events.
On May 19, 2023, the U.S. District Court for
the District of Massachusetts issued its decision in the previously disclosed lawsuit brought by the Department of Justice, along with
the Attorneys General of six states and the District of Columbia, against American Airlines Group Inc. and JetBlue Airways Corporation
seeking to enjoin the Northeast Alliance alleging that it violates Section 1 of the Sherman Act. The court, among other things, permanently
enjoined the Northeast Alliance, effective 30 days from the date of the decision. JetBlue Airways Corporation issued the following statement
in response to the decision:
We are disappointed in the decision.
We made it clear at trial that the Northeast Alliance has been a huge win for customers. Through the NEA, JetBlue has been able to significantly
grow in constrained northeast airports, bringing the airline’s low fares and great service to more routes than would have been possible
otherwise. We are studying the judgment in full and evaluating our next steps as part of the legal process.
Forward Looking Statements
This Current Report (or otherwise made by JetBlue
or on JetBlue’s behalf) contains 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, the words
“expects,” “plans,” “intends,” “anticipates,” “indicates,” “remains,”
“believes,” “estimates,” “forecast,” “guidance,” “outlook,” “may,”
“will,” “should,” “seeks,” “goals,” “targets” and similar expressions are
intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely
to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends
or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured.
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 COVID-19 pandemic and government-imposed measures to control its spread; risk associated with execution of our strategic operating
plans in the near-term and long-term; our extremely competitive industry; risks related to the long-term nature of our fleet order book;
volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries,
wages and benefits; risks associated with doing business internationally; our reliance on high daily aircraft utilization; our dependence
on the New York metropolitan market; risks associated with extended interruptions or disruptions in service at our focus cities; risks
associated with airport expenses; risks associated with seasonality and weather; our reliance on a limited number of suppliers; risks
related to new or increased tariffs imposed on commercial aircraft and related parts imported from outside the United States; the decision
issued in the lawsuit filed against us related to our Northeast Alliance with American Airlines Group Inc. and associated effects on our
business, financial condition and results of operations; the occurrence of any event, change or other circumstances that could give rise
to the right of JetBlue or Spirit Airlines, Inc. (“Spirit”) or both of them to terminate the merger agreement; failure to obtain
certain governmental approvals necessary to consummate the merger with Spirit (the “Merger”); the outcome of the lawsuit filed
by the Department of Justice and certain state Attorneys General against us and Spirit related to the Merger; risks associated with failure
to consummate the Merger in a timely manner or at all; risks associated with the pendency of the Merger and related business disruptions;
indebtedness following consummation of the Merger and associated impacts on business flexibility, borrowing costs and credit ratings;
the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or
at all; challenges associated with successful integration of Spirit’s operations; expenses related to the Merger and integration
of Spirit; the potential for loss of management personnel and other key crewmembers as a result of the Merger; risks associated with effective
management of the combined company following the Merger; risks associated with JetBlue being bound by all obligations and liabilities
of Spirit following consummation of the Merger; risks associated with the integration of JetBlue and Spirit workforce, including with
respect to negotiation of labor agreements and labor costs; the impact of the Merger on JetBlue’s earnings per share; risks associated
with cybersecurity incidents; heightened regulatory requirements concerning data security compliance; risks associated with reliance on,
and potential failure of, automated systems; our inability to attract and retain qualified crewmembers; our being subject to potential
unionization, work stoppages, slowdowns or increased labor costs; reputational and business risk from an accident or incident involving
our aircraft; risks associated with our reputation and brand; our significant fixed obligations; our substantial indebtedness; financial
risks associated with credit card processors; restrictions as a result of our participation in governmental support programs; risks associated
with seeking short-term additional financing liquidity; failure to realize the value of intangible or long-lived assets; risks associated
with disease outbreaks or environmental disasters affecting travel behavior; compliance with future environmental regulations; the impacts
of federal budget constraints or federally imposed furloughs; climate change; changes in government regulations in our industry; acts
of war or terrorism; global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for
air travel; and risks associated with the implementation of 5G wireless technology near airports that we operate in. 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. Any outlook or forecasts in this document have been prepared without taking into account or consideration the Merger
with Spirit.
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 in this Current Report, could cause our results to differ materially from those expressed in the forward-looking
statements. Further information concerning these and other factors is contained in JetBlue’s filings with the Securities and Exchange
Commission, or SEC, including but not limited to, JetBlue’s 2022 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
In light of these risks and uncertainties, the forward-looking events discussed in this Current Report might not occur. Our forward-looking
statements speak only as of the date of this Current 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.