10-K 1 a201510-k.htm 10-K 10-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
o
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)
Delaware
(State or other jurisdiction of
 incorporation or organization)
87-0617894
(I.R.S. Employer Identification No.)
27-01 Queens Plaza North, Long Island City, New York 11101
(Address, including zip code, of registrant's principal executive offices)
(718) 286-7900
Registrant's telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.01 par value                        The NASDAQ Global Select Market
Participating Preferred Stock Purchase Rights
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
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 o No ý
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 ý No o
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ''large accelerated filer,” “accelerated filer'' and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer    ý                Accelerated filer        o
Non-accelerated filer    o                Smaller reporting company    o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2015 was approximately $6.5 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, 2016 was 321,079,016 shares.





DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2016 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
PART I.
Item 1.
 
 
 
 
 
 
 
Item 1A.
 
 
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.
 
 
Item 5.
Item 6.
Item 7.
 
 
 
 
 
 
 
Item 7A.
Item 8.
 
 
 
 
 
 
 
Item 9.
Item 9A.
Item 9B.
PART III.
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
 
 
Item 15.

1



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. When used in this document and in documents incorporated herein by reference, the words “expects,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, our extremely competitive industry; volatility in financial and credit markets which could affect our ability to obtain debt and/or lease financing or to raise funds through debt or equity issuances; volatility in fuel prices, maintenance costs and interest rates; our ability to implement our growth strategy; our significant fixed obligations and substantial indebtedness; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on high daily aircraft utilization; 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 reliance on a limited number of suppliers; 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 government regulation; changes in our industry due to other airlines' financial condition; acts of war or terrorist attacks; global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for domestic and business air travel; the spread of infectious diseases; 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 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.


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PART I

ITEM 1.    BUSINESS

OVERVIEW
General
JetBlue Airways Corporation, or JetBlue, is New York's Hometown Airline™. In 2015, JetBlue carried over 35 million passengers with an average of 900 daily flights and served 93 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. As of the end of 2015, we are the fifth largest passenger carrier in the U.S. based on available seat miles, or ASMs. 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 more than 18,000 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 driving to deliver 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, challenging and results are often volatile. It is uniquely susceptible to external factors such as downturns in domestic and international economic conditions, weather-related disruptions, the spread of infectious diseases, the impact of airline restructurings or consolidations, U.S. 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 principal industry competitive factors include fares, brand and customer service, route networks, flight schedules, aircraft types, safety records, code-sharing and interline relationships, in-flight entertainment and connectivity systems and frequent flyer programs.
Price competition is strong in our industry. Our ability to operate successfully and grow in this environment depends on, among other things, our ability to operate at costs equal to or lower than our competitors.
Since 2001, the majority of traditional network airlines have undergone significant financial restructuring including bankruptcies, mergers and consolidations. These types of restructurings typically result in a lower cost structure through a reduction of labor costs, restructuring of commitments including debt terms, leases and fleet, modification or termination of pension plans, increased workforce flexibility, and innovative offerings. These actions also have provided the restructuring airline significant opportunities for realignment of route networks, alliances and frequent flyer programs. Each factor has had a significant influence on the industry's improved profitability.


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2015 OPERATIONAL HIGHLIGHTS
We believe our differentiated product and culture, competitive costs and high-value geography relative to the other airlines contributed to our continued success in 2015. Our 2015 operational highlights include:
Product enhancements - Throughout 2015 we continued to invest in industry-leading products which we believe will continue to differentiate our product offering from the other airlines.
In June 2014, we launched our premium transcontinental product called Mint™. It includes 16 fully lie-flat seats, four of which are in suites with a privacy door, a first in the U.S. domestic market. During 2015, we announced additional transcontinental MintTM service, as well as added two international MintTM destinations, Barbados and Aruba.
We continued to install our Fly-Fi™ in-flight internet service across our Airbus fleet, and completed retrofitting all of our Airbus A321 and A320 aircraft by the end of October 2015. Our first Fly-Fi™ enabled Embraer E190 aircraft made its inaugural commercial flight in October 2015. We anticipate retrofitting our remaining Embraer E190 aircraft with Fly-Fi™ during 2016, at which point, free Fly-Fi™ service will be available on our entire fleet.
We introduced Fare Options during the second quarter of 2015. As a result, customers have a choice to purchase tickets from three branded fares: Blue, Blue Plus, and Blue Flex. Each fare includes different offerings, such as free checked bags, reduced change fees, and additional TrueBlue® points.
Innovation continues to be a major driver in our product offerings. We were the first airline to accept Apple Pay in-flight. Our customers have been able to use their iPhone for all onboard purchases since March 2015. In December 2015, we released an enhanced suite of mobile applications aimed at bringing even more convenience to our customers. With the latest update, customers have even more control over their JetBlue Experience with the ability to select and change seat assignments after check in, purchase Even MoreTM Space seats or other ancillary services, and use their phone's camera feature to input credit card and passport information.
Fleet - In 2015, we converted six of the 10 Airbus A321 deliveries scheduled for 2016 to our MintTM cabin configuration. During the fourth quarter, we bought out the leases on six Airbus A320 aircraft. In 2015, we took delivery of 12 Airbus A321 aircraft, two of which were equipped with our Mint™ cabin layout.
Network - We continued to expand and grow in our high-value geography. In 2015, we expanded our network with six new BlueCities, bringing our total as of the end of December 2015 to 93 BlueCities, and added several connect-the-dot routes. With the success of our Mint™ service between New York and California, we launched new routes to the Caribbean in the fall of 2015 and expect to begin Mint™ service from Boston in March 2016.
TrueBlue® and partnerships - We expanded our portfolio of commercial airline partnerships throughout 2015 and announced code-sharing agreements with Icelandair, Royal Air Maroc, Silver Airways and Seaborne Airlines.
Customer Service - JetBlue and our Crewmembers were recognized in 2015 for industry leading customer service.
J.D. Power and Associates recognized JetBlue and our Crewmembers for the 11th consecutive year as the “Highest in Airline Customer Satisfaction among Low-Cost Carriers.” Our score climbed to 801 on a 1,000-point scale, making us the first airline to ever surpass 800 points within the segment.
We also received the top score on the American Customer Satisfaction Index (ACSI) among airlines. Our score of 81 is 10 points above the average for the airline industry. Additionally, we received 7 out of 7 stars for safety, and 5 out of 5 stars for our product offering from Airline Ratings.
Our Crewmembers - During 2015, our Crewmembers recognized JetBlue as one of "America's "Best Places to Work" by Forbes. JetBlue ranked #19 through a survey that asked individuals how likely they would be to recommend their employer to someone else.


4



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 customer experience from booking their itinerary to arrival at their 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 reasons 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. In the second quarter of 2015, we launched our new pricing model, Fare Options. Customers can now purchase tickets at one of three branded fares: Blue, Blue Plus, and Blue Flex. Each fare includes different offerings such as free checked bags, reduced change fees, and additional TrueBlue® points, with all fares including our core offering of free in-flight entertainment, free brand name snacks and free non-alcoholic beverages. Customers can choose to “buy up” to an option with additional offerings. These 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 Flex 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.
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.
Our in-flight entertainment system onboard our Airbus A320 and Embraer E190 aircraft includes 36 channels of free DIRECTV®, 100 channels of free SiriusXM® satellite radio and premium movie channel offerings from JetBlue Features®. Customers on our Airbus A321 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 in-flight entertainment offerings. In December 2013, we began to retrofit our Airbus fleet with Fly-Fi, a broadband product, with connectivity that we believe is significantly faster than airlines featuring KU-band satellites and older ground to air technology. Our entire Airbus fleet is equipped with Fly-Fi and we are in the process of retrofitting our entire Embraer E190 fleet. Our first flight of our first Fly-Fi enabled Embraer E190 operated in October 2015. In November 2014, we announced the introduction of 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. In 2015, Amazon, MLB.tv and Vice were added to our list of existing partners which include Coursera, FOX, HarperCollins Publishers, National Geographic, Rouxbe and Time Inc. We expect to add additional content from partner providers during 2016.
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 190 seats and those with our Mint offering have 159 seats. Our Airbus A320 aircraft have 150 seats while our Embraer E190 aircraft have 100 seats. At our Investor Day in November 2014, we announced a cabin restyling program across our fleet that will enable an improved customer experience while freeing up valuable onboard space. Starting in the second half of 2016, we intend to introduce Airbus' new innovative galley and lavatory module on our single cabin layout Airbus A321 aircraft. Beginning in July 2016, future deliveries of our single cabin layout Airbus A321 will arrive with 200 seats. We expect to complete retrofitting our existing Airbus A321 single cabin layout aircraft to the 200 seats configuration by the end of 2016.

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As part of our cabin restyling program we expect to increase the seat density on our Airbus A320 fleet. Commencing in 2017, we plan to reconfigure our Airbus A320 aircraft with new seats, larger TV screens with up to 100 channels of free DIRECTV®, and free gate-to-gate Fly-Fi. We anticipate reconfiguring our Airbus A320 aircraft to have 162 seats.
Because of our network strength in leisure destinations, we also sell vacation packages through JetBlue Getaways, 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 are the only major U.S. airline to have a Customer Bill of Rights. This program 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.
In 2015, we completed 98.6% of our scheduled flights. Unlike most other airlines, we have a policy of not overbooking flights.
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/ High-Value Geography
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, Long Beach and San Juan, Puerto Rico. During 2015, over 86% of our customers flew on non-stop itineraries.
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 and were profitable in 2015.
As of December 31, 2015, our network served 93 BlueCities in 28 states, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and 19 countries in the Caribbean and Latin America. In 2015, we commenced service to six new BlueCities including Antigua, our 34th BlueCity in the Caribbean and Latin America. We also made changes across our network by announcing new routes between existing BlueCities. 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:
Capacity Distribution
 
2015
 
2014
 
2013
Caribbean & Latin America(1)
 
30.2
%
 
31.4
%
 
28.1
%
Florida
 
29.2

 
29.3

 
30.9

Transcontinental
 
28.5

 
26.3

 
27.9

East
 
5.7

 
5.7

 
5.0

Central
 
3.8

 
4.7

 
5.2

West
 
2.6

 
2.6

 
2.9

Total
 
100.0
%
 
100.0
%
 
100.0
%
(1) Domestic operations as defined by the 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.
Our network growth over the past few years has been focused on the business traveler in Boston as well as travelers to the Caribbean and Latin America region. We expect to focus on increasing our presence in Fort Lauderdale-Hollywood where we believe there is an opportunity to increase our operations to destinations throughout the Caribbean and Latin America. Our plan is supported by significant investment from the Broward County Aviation Department in the airport and surrounding facilities.

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With the decision by the United States and Cuban authorities to allow scheduled air service to resume between the two nations, we are currently reviewing the formal application to schedule JetBlue service to Cuba. We believe our experience operating charter flights to Cuba and our historical success in other Caribbean and Latin American markets, such as Puerto Rico and the Dominican Republic, will position us to be the air carrier of choice in Cuba.
In 2016, we anticipate further expanding our network and have previously announced service to the following new destinations:
Destination
  
Service Commenced or Scheduled to Commence
Daytona Beach, FL
 
January 7, 2016
Palm Springs, CA
 
January 14, 2016
Quito, Ecuador
 
February 25, 2016
Nashville, TN
 
May 5, 2016
Airline Commercial Partnerships    
Airlines frequently participate in commercial partnerships with other carriers in order to increase customer convenience by providing inter-connectivity, code-sharing, coordinated flight schedules, frequent flyer program reciprocity and other joint marketing activities. As of December 31, 2015, we had 43 airline commercial partnerships. Our commercial partnerships typically begin as an interline agreement allowing a customer to book one itinerary with tickets on multiple airlines. During 2015, we entered into seven new interline agreements and four new code-sharing agreements. Code-sharing is a practice by which one airline places its name and flight number on flights operated by another airline. In 2016, we expect to continue to seek additional strategic opportunities through new commercial partners as well as assess ways to deepen select current airline partnerships. We plan to do this by expanding code-share 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. 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, as well as promoting brand awareness and complementing our strong reputation.
Distribution
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 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.
Our primary and preferred distribution channel to customers is through our website, www.jetblue.com, our lowest cost channel. In the first half of 2015, we introduced a new merchandising platform for www.jetblue.com with our business partner Datalex in addition to merchandising capabilities on our kiosks and in our self-service channels with our business partner IBM.
Customer Loyalty Program
TrueBlue® is our customer loyalty program designed to reward and recognize loyal customers. Members earn points based upon the amount paid for JetBlue flights and services from certain commercial partners. Our points do not expire, the program has no black-out dates or seat restrictions, 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 either (1) fly a minimum of 30 times with JetBlue and acquire at least 12,000 base flight points within a calendar year or (2) accumulate 15,000 base flight points within a calendar year. Over 1.4 million TrueBlue® one-way redemption awards were flown during 2015, representing approximately 4% of our total revenue passenger miles.

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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. Beginning in the first quarter of 2016, we anticipate launching a new co-branded credit card partnership with Barclaycard® on the MasterCard® network. We believe our marketing campaign announcing the launch of the new co-branded card will have promising conversion rates from existing cardholders of our co-branded American Express® credit cards as well as drive a significant number of new member enrollments. We also have co-branded loyalty credit cards issued by Banco Santander 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 a separate agreement with American Express® that allows any American Express® cardholder to convert Membership Rewards® points into TrueBlue® points. We have various agreements with other loyalty partners, including 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 is a principal reason for our profitable growth. Our current cost advantage relative to some of our competitors is 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 necessitate a low cost platform, we are continually focused on our competitive costs, operational excellence, efficiency improvements which also contribute to lower costs and enhancing critical elements of the JetBlue Experience.
Route Structure
Our 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 non-stop itineraries. A vast majority of our operations are centered in and around 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 year vary by route; the East Coast to Florida/Caribbean peak from October through April and the West Coast peak in the summer months. 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.
New York metropolitan area - We are New York's Hometown AirlineTM. The majority of our flights originate in the New York metropolitan area, the nation's largest travel market. John F. Kennedy International Airport, or JFK, is New York's largest airport, and we are the largest airline at JFK as measured by domestic seats and our 2015 operations accounted for more than 37% of seats offered on domestic routes from JFK. As JFK is a slot controlled airport we have been able to continue to grow our operations by adding more seats per departure with the delivery of 25 Airbus A321 aircraft in total as of December 31, 2015, as well as continuing to optimize routes based upon load factor and costs. We operate from Terminal 5, or T5, and in November 2014 we opened T5i, an international arrivals facility that expands our current T5 footprint. We believe T5i will enable us to increase operational efficiencies, provide savings, streamline our operations and improve the overall travel experience for our customers arriving from international destinations. We also serve New Jersey's Newark Liberty International Airport, or Newark, New York City's LaGuardia Airport, or LaGuardia, Newburgh, New York's Stewart International Airport and White Plains, New York's Westchester County Airport. We are the leading carrier in the average number of flights flown per day between the New York metropolitan area and Florida.

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Boston - We are the largest carrier in terms of flights and capacity at Boston's Logan International Airport. By the end of 2015 we flew to 59 non-stop destinations from Boston and served almost twice as many non-stop destinations than any other airline. Our operations accounted for more than 26% of all seats offered. We continue to capitalize on opportunities in the changing competitive landscape by adding routes, frequencies and increasing our relevance to local travelers. In 2015, we continued to see a boost in the Boston market with two airline partners starting international routes directly to Boston, bringing the total number of airline partners flying routes to Boston to 14 by the end of the year. Our plan is to grow Boston with a general target of 150 flights per day. In June 2015, we announced Mint™ will be offered on flights to San Francisco in the first quarter of 2016, Los Angeles in fall 2016, as well as seasonal international service to Barbados. In November 2015, we unveiled Phase I of our $50 million Terminal C upgrade which included new kiosks and ticket counters. Twenty-five kiosks and thirty check-in counters are in use in the North Pod of the terminal. Phase II of the upgrade, funded by the Massachusetts Port Authority, or Massport, has begun on the South Pod which is aimed to mirror the check-in experience of the North Pod. Updated digital flight information displays and a connector between Terminal C and international flights at Terminal E are also expected to be completed during 2016. Additionally Massport recent and planned future investments in Boston include a new Centralized Baggage Inspection System during 2015 and a post-secure connection to the International Terminal planned for 2016.
Caribbean and Latin America - At the end of 2015 we had 34 BlueCities in the Caribbean and Latin America and we expect our presence to continue to grow. Our only focus city outside of the Continental U.S. is San Juan, Puerto Rico. We are the largest airline in Puerto Rico serving more non-stop destinations than any other carrier. We are also the largest airline in the Dominican Republic, serving six airports in the country in 2015. While the Caribbean and Latin American region is a growing part of our network, operating in this region can present operational challenges, including working with less developed airport infrastructure, political instability and vulnerability to corruption. In July 2015, we began charter flights between New York and Havana, Cuba. As of December 31, 2015, we had six weekly round trips to Cuba, including flights from Tampa and Fort Lauderdale-Hollywood with various charter partners. As the second largest U.S. airline to the Caribbean, we believe Cuba will one day play an important role in our overall network in the region.
Fort Lauderdale-Hollywood - We are the largest carrier at Fort Lauderdale-Hollywood International Airport, with approximately 22% of all seats offered in 2015. During 2015, we started service to eight new destinations and grew departures by approximately 15%. We expect Fort Lauderdale-Hollywood to continue to be our fastest growing focus city in 2016. Flying out of Fort Lauderdale-Hollywood instead of nearby Miami International Airport helps preserve our competitive cost advantage through lower cost per enplanement. In 2012, Broward County authorities commenced a multi-year, $2.3 billion refurbishment effort at the airport and surrounding facilities including the construction of a new south runway. We operate primarily out of Terminal 3 which is scheduled to be refurbished and connected to the upgraded and expanded international terminal by 2018. We will have additional facilities in the new international terminal to support our international arrivals. Our primary Terminal 3 allows for easy access to the expanded and enhanced airfield. We expect the connection of these terminals will streamline operations for both Crewmembers and customers. Due to these factors, it's ideal location between the U.S. and Latin America as well as South Florida's high-value geography, we intend to focus on Fort Lauderdale-Hollywood growth going forward.
Orlando - We are the second largest carrier in terms of capacity at Orlando International Airport, or Orlando, with 13% of all seats offered in 2015. Orlando is JetBlue's fourth largest focus city with 27 non-stop destinations and a growing mix of traffic including leisure, VFR and business travelers. Our centralized training center, known as JetBlue University, is based in Orlando. In 2015, we opened the Lodge at OSC which is adjacent to our training center and is used for lodging our Crewmembers when they attend training.
Los Angeles area - We are the sixth largest carrier in the Los Angeles area measured by seats, operating from Long Beach Airport, or Long Beach, Los Angeles International Airport, or LAX, and Burbank's Bob Hope Airport. We are the largest carrier in Long Beach, with almost 84% of all seats offered in 2015 being operated by JetBlue. We are currently working with the city of Long Beach and the community to ensure a request is made to the U.S. Customs and Border Protection to add a Federal Inspection Site at the airport, which would enable us to serve international destinations from Long Beach. In June 2014, we started operating our premium transcontinental service, Mint™, from LAX, which has continued to grow during 2015, with up to ten daily round trips between JFK and LAX expected in 2016. In June 2015, we announced Mint™ will be offered on flights from Boston to LAX in fall 2016.

Fleet Structure
We currently operate Airbus A321, Airbus A320 and Embraer E190 aircraft types. In 2015, our fleet had an average age of 8.3 years and operated an average of 11.9 hours per day. By scheduling and operating our aircraft more efficiently we are able to spread related fixed costs over a greater number of ASMs.

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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 are working with the Federal Aviation Administration, or FAA, in efforts towards implementing the Next Generation Air Transportation System, or NextGen, by 2020. NextGen technology is expected to improve operational efficiency in the congested airspaces in which we operate. In 2012, we equipped 35 of our Airbus A320 aircraft to test ADS-B Out, a satellite based technology aimed to facilitate the communication between pilots and air traffic controllers. Even though it is still in the testing phase we have already seen benefits from the ADS-B Out equipment including being able to reroute flights over the Gulf of Mexico to avoid bad weather, an area where the current FAA radar coverage is not complete. In 2012, we also became the first FAA certified Airbus A320 carrier in the U.S. to use satellite-based Special Required Navigation Performance Authorization Required, or RNP AR, approaches at two of JFK's prime and most used runways, 13L and 13R.
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. 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, "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 accomplish 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 Embraer, Pemco, Haeco and Lufthansa Technik AG, 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 maintenance agreements with MTU Maintenance Hannover GmbH, or MTU, for our Airbus aircraft engines and with GE Engine Services, LLC for our Embraer E190 aircraft engines. We also have an agreement with Lufthansa Technik AG for the repair, overhaul, modification and logistics of certain Airbus components. Many of our maintenance service agreements are based on a fixed cost per flying 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 organizations.
Aircraft Fuel
Aircraft fuel continues to be one of our largest expenses. Its price and availability has been extremely volatile due to global economic and geopolitical factors which we can neither control nor accurately predict. 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:
 
 
2015
 
2014
 
2013
Gallons consumed (millions)
 
700

 
639

 
604

Total cost (millions)(1)
 
$
1,348

 
$
1,912

 
$
1,899

Average price per gallon(1)
 
$
1.93

 
$
2.99

 
$
3.14

Percent of operating expenses
 
25.9
%
 
36.1
%
 
37.9
%
(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 swaps, caps, collars, and basis swaps with underlyings of jet fuel, crude and heating oil.

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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 upon financing activities to fund much of our growth. Starting in 2007, growth has largely been funded through internally generated cash from operations. Since 2011, while we have invested approximately $3.8 billion in capital assets, we have also generated approximately $4.5 billion in cash from operations, resulting in approximately $0.7 billion in free cash flow. Our improving financial results have resulted in better credit ratings, which in turn allows for more attractive financing terms. Since 2011, we have also reduced our total debt balance by nearly $1.3 billion.
JetBlue Technology Ventures
In November 2015, JetBlue created a new wholly-owned subsidiary, JetBlue Technology Ventures, LLC, or JTV. We anticipate that JTV will invest in or partner with emerging technology companies within the travel, hospitality and lifestyle industries. As of December 31, 2015, JTV had not made any investments.
TWA Flight Center Hotel Development
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. The complex is planned to feature two six-story hotel towers. As part of the plan, a 75-year lease agreement involves Flight Center Hotel LLC, a partnership of MCR Development, LLC and JetBlue. We estimate our ultimate ownership in the hotel to be approximately 5% to 10% of the final total investment.
LiveTV
LiveTV, LLC, or LiveTV, was formerly a wholly owned subsidiary of JetBlue. It provides in-flight entertainment and connectivity solutions for various commercial airlines including JetBlue. In June 2014, we sold LiveTV and its subsidiaries LTV Global, Inc, and LiveTV International, Inc., to Thales Holding Corporation, or Thales. In September 2014, following the receipt of regulatory approval, we sold LiveTV Satellite Communications, LLC, a subsidiary of LiveTV, to Thales. Following the completion of these sales, LiveTV operations ceased to be subsidiaries of JetBlue and are no longer presented in our consolidated financial statements. JetBlue, ViaSat Inc. and LiveTV have worked together to develop and support in-flight broadband connectivity for JetBlue which is being marketed as Fly-Fi. JetBlue expects to continue to be a significant customer of LiveTV through its in-flight entertainment and onboard connectivity products and services.
CULTURE
Our People
Our success depends on our Crewmembers delivering terrific customer service experience in the sky and on the ground. One of our competitive strengths is a service orientated culture grounded in our five key values; safety, caring, integrity, passion and fun. We believe a highly productive and engaged workforce enhances customer loyalty which in turn increases shareholder returns. 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.
Our culture is first introduced to new Crewmembers during the screening process and then at an extensive new hire orientation program at JetBlue University. The 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, a specialized captain leadership training program unique in the industry, a leadership program for current company managers, an emerging managers program, regular training focused on the safety value and front line training for our customer service teams.
Our growth plans necessitate and facilitate opportunities for talent development. In 2008, we launched the University Gateway Program, one of our many pilot recruitment initiatives, which made us the first airline to provide a training program for undergraduate students interested in becoming JetBlue First Officers.

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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, our Crewmembers do not have third-party representation. In April 2014, JetBlue pilots elected to be solely represented by the Air Line Pilots Association, or ALPA. The National Mediation Board, or NMB, certified ALPA as the representative body for JetBlue pilots and we are working with ALPA to reach our first collective bargaining 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 believe that through these agreements we provide what we believe to be industry-leading job protection language. 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, except pilots. They represent the interests of our workgroups and help us run our business in a productive and efficient way. 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 this 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, employee engagement surveys, a quarterly Crewmember magazine 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 employees for the year ended December 31, 2015 consisted of 2,857 pilots, 3,108 flight attendants, 3,977 airport operations personnel, 573 technicians (whom other airlines may refer to as mechanics), 1,268 reservation agents, and 2,754 management and other personnel. For the year ended December 31, 2015, we employed an average of 12,351 full-time and 4,511 part-time employees.
Crewmember Programs
We are committed to supporting our Crewmembers through a number of programs including:
Crewmember Resource Groups (CRGs) - These are groups of Crewmembers formed to act as a resource for both the group members as well as JetBlue. The groups serve as an avenue to embrace and encourage different perspectives, thoughts and ideas. At the end of 2015, we had four CRGs in place: JetPride, Women in Flight, Vets in Blue, and new for 2015 BlueConexion.
JetBlue Crewmember Crisis Fund (JCCF) - This organization was formed in 2002 as a non-profit corporation and recognized by the IRS as of that date as a tax-exempt entity. JCCF was created to assist JetBlue Crewmembers and their immediate family members (IRS Dependents) in times of crisis. Funds for JCCF grants come directly from Crewmembers 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 a bachelor's degree through self-directed online college courses facilitated by JetBlue. The first term of JetBlue Scholars began in January 2016.
Lift Recognition Program - Formed 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 CEO Crew, periodically hosts an event for the Crewmembers who receive the highest Lift award recognitions in each quarter of the year. In 2015, we saw more than 100,000 Lift nominations.

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Community Programs
JetBlue is strongly committed to supporting the communities and BlueCities we serve through a variety of community programs including:
Corporate Social Responsibility (CSR) - The CSR team was established to support not-for-profit organizations focusing on youth and education, environment, and community in the BlueCities we serve. The team organizes and supports community service projects, charitable giving and non-profit partnerships such as KaBOOM! and Soar with Reading.
JetBlue Foundation - Organized in 2013 as a non-profit corporation, this foundation is a JetBlue-sponsored organization to advance aviation-related education and to continue our efforts to promote aviation as a top career choice for students.  The foundation intends to do this by igniting interest in science, technology, engineering and mathematics. The foundation is legally independent from JetBlue and has a Board of Directors as well as an Advisory Committee, both of which are made up of Crewmembers.  The foundation is recognized by the IRS as a tax-exempt entity.
USO Center T5/JFK - Continuing our tradition of proudly supporting the men, women and families of the military, in September 2014 we opened a USO Center in T5 at JFK. The Center is open seven days a week, 365 days per year for military members and their families traveling on any airline at JFK, not just JetBlue. This center is fully stocked with computers, televisions, gaming devices/stations, furniture, iPads, food, beverages and much more. In conjunction with leading airport design firm Gensler, Turner Construction Company, the PANYNJ and more than 28 contractors and individual donors, 100% of the space, services, labor and materials were donated to ensure the USO Center would be free of any financial burden. Crewmembers donate time to help run the center.
T5 Farm - Creating a healthier airport environment is a core pillar of JetBlue's sustainability philosophy. Through a partnership with TERRA brand and support from GrowNYC and the PANYNJ, we have created the T5 Farm, a blue potato farm and produce garden at T5. The T5 Farm aims to serve as an agricultural and educational resource for the community, as well as absorb rainwater and runoff, reducing the possibility of flooding in the adjacent areas. Items from the T5 Farm are donated to local food pantries.
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, e.g., 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, we cannot fly to new destinations without the prior authorization of the FAA. After providing notice and a hearing, it 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, employees and records. It 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 windshear 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.

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TSA and U.S. Customs and Border Protection - The TSA and the U.S. Customs and Board 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 17% 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 TSA sets the September 11, or 9/11, Security Fee which is passed to the customer. On July 21, 2014, the 9/11 Security Fee was increased from $2.50 per enplanement, with a maximum of $5 per one-way trip, to $5.60 per enplanement, regardless of the number of connecting flights. On December 19, 2014, the fee was amended and a round trip was limited to a maximum of $11.20. Effective December 28, 2015, the APHIS 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, Newark and Reagan National are Slot-controlled airports subject to the "High Density Rule" and successor rules issued by the FAA. 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. We additionally have Slots at other Slot-controlled airports governed by unique local ordinances not subject to the High Density Rule, including Westchester County Airport in White Plains, NY and Long Beach (California) Municipal Airport.
Airport Infrastructure - The northeast corridor of the U.S. contains some of the most congested airspaces in the world. The airports in this region are some of the busiest in the country, the majority of which are more than 60 years old. Due to high usage and aging infrastructure, issues arise at these airports that are not necessarily seen in other parts of the country. At JFK, the recent completion of high-speed taxiways, in addition to the runway renovations finished in 2015, enables landing aircraft the ability to exit the runway faster.   The Unified Terminal Structure project at LaGuardia has been delayed and is still pending final approval which is expected in early 2016. Once underway, it is expected to open to passengers in 2019.
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, Curaçao, the Dominican Republic, Grenada, Haiti, Jamaica, Mexico, Peru, Saint Lucia, St. Maarten, Trinidad and Tobago and the Turks and Caicos Islands. As previously announced, during 2016 we plan to begin service to Ecuador. 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 applicable foreign government.
We believe we are operating in material compliance with DOT, FAA, TSA 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 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 and Long Beach airports 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 Long Beach and San Diego are in compliance with the noise curfew limits, but on occasion when we experience irregular operations we may violate these curfews. We have agreed to a payment structure with the Long Beach City Prosecutor for any violations which we pay quarterly to the Long Beach Public Library Foundation. The payment is based on the number of infractions in the preceding quarter. This local ordinance has not had, and we believe it will not have, a negative effect on our operations.

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We use our JetBlue Sustainability program on www.jetblue.com/green/ to educate our customers and Crewmembers about environmental issues and to inform the public about our environmental protection initiatives. Our most recent corporate sustainability report for 2015 is available on our website and addresses our environmental programs, including those aimed at curbing greenhouse emissions, our recycling efforts and our focus on corporate social responsibility.
Foreign Ownership - Under federal law and DOT regulations, we must be controlled by U.S. citizens. In this regard, our president 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 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 military.
Insurance
We carry insurance of types 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. As a result of the terrorist attacks of September 11, 2001, aviation insurers significantly reduced the amount of insurance coverage available to commercial airlines for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. This is known as war risk coverage. At the same time, these insurers significantly increased the premiums for aviation insurance in general. The U.S. government agreed to provide commercial war-risk insurance for U.S. based airlines, covering losses to employees, passengers, third parties and aircraft. Prior to the end of U.S. government war-risk insurance coverage, JetBlue obtained comparable coverage in the commercial market starting in 2014 as part of our overall hull and liability insurance coverage.
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. You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

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ITEM 1A.    RISK FACTORS
Risks Related to JetBlue
We operate in an extremely competitive industry.
The domestic airline industry is characterized by low profit margins, high fixed costs and significant price competition 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 including the combinations of American Airlines and US Airways, United Airlines and Continental Airlines, and Southwest Airlines and AirTran Airways. The industry composition 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, our business could be materially adversely affected.
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 if the price of crude oil falls below specified benchmarks. 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.
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, 2015, our debt of $1.84 billion accounted for 36% 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, other facilities and office space. As of December 31, 2015, future minimum payments under noncancelable leases and other financing obligations were approximately $4.91 billion for 2016 through 2020 and an aggregate of $2.06 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 are being accounted for as a financing obligation and have been included in the future minimum payment totals above.

16



As of December 31, 2015, we had commitments of approximately $6.91 billion to purchase 115 additional aircraft, ten spare engines and various aircraft modifications through 2023, including estimated amounts for contractual price escalations. We may incur additional debt and other fixed obligations as we take delivery of new aircraft and other equipment and continue to expand into new 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 24% 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 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 you 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 obtain future financing needs.
We typically finance our aircraft through either secured debt or lease financing and recently through cash from operations. The impact on financial institutions from the global economic conditions 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 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 and many of these warranties have expired. If any maintenance provider with whom we have a flight hour agreement fails to perform or honor such agreements, we will incur higher interim maintenance costs until we negotiate new agreements.
Furthermore, as our fleet ages, we expect 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 restyle our Airbus aircraft with new cabins, for example, may require significant modification time. These fleet modifications may 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 employees' 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.

17



We may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of the Company’s pilots could result in increased labor costs.
Our business is labor intensive and the unionization of any of our employees 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 employees could unionize at any time, which would require us to negotiate in good faith with the employee 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 employees. 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. On April 22, 2014, approximately 74% of our pilots voted to be represented by the Airlines Pilot Association, or ALPA. During 2015, we began negotiations with the union regarding a collective bargaining agreement. If we are unable to reach agreement on the terms of a collective bargaining agreement in the future, or we experience wide-spread employee dissatisfaction, we could be subject to adverse actions. Any of these events could result in increased labor costs or reduced efficiency, which could have a material adverse effect on the Company’s business, financial condition and results of operations.
There are risks associated with our presence in some of our international emerging markets, including political or economic instability and failure to adequately comply with existing legal and regulatory requirements.
Expansion to new international emerging markets may have risks due to factors specific to those markets. Emerging markets are countries which have less developed economies and are 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 employees with regard to business ethics, anti-corruption policies and many key legal requirements; however, there can be no assurance our employees 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 employees 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.
Our high aircraft utilization rate helps us keep our costs low, but also makes us vulnerable to delays and cancellations in our operating regions; such delays and cancellations could reduce our profitability.
We maintain a 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. 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.

18



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 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, negative public perception of New York City, terrorist attacks or significant price or tax increases linked to increases in airport access costs and fees imposed on passengers.
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 our 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 and reputation. Furthermore, our automated systems cannot be completely protected against events beyond our control, including natural disasters, computer viruses, cyber-attacks, 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 and reputation.
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.
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.
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.

19



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’, employees’, business partners’ or our own information or other breaches of our information security.
We make extensive use of online services and centralized data processing, including through third party service providers. The secure maintenance and transmission of customer and employee 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 third party service provider or business partner, or impacted by deliberate or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. 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, such as customer credit card information. The Company has made significant efforts to secure its computer network. If any compromise of our security or computer network were to occur, it 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’, employees’ 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 are developing and evolving. 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.
Our business requires the appropriate and secure utilization of customer, employee, business partner and other sensitive information. We cannot be certain that advances in criminal capabilities (including cyber-attacks 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 cyber-attack 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.
In addition, [many] of our commercial 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. While we continue our efforts to meet these standards, new and revised standards may be imposed that may be difficult for us to meet and could increase our 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. 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.


20



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.
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 the 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 employee turnover. If we are unable to hire, train and retain qualified employees, our business could be harmed and we may be unable to implement our growth plans.
In addition, as we hire more people and grow, we believe it may be increasingly challenging to continue to hire people who will maintain our company culture. One of our competitive strengths is our service-oriented company culture which emphasizes friendly, helpful, team-oriented and customer-focused employees. 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 continue to grow, 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 geographic diversity. If we fail to maintain the strength of our company culture, our competitive ability and our business may be harmed.
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 occurring on the Florida routes between October and April and on our western routes during the summer. Actions of our competitors 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.
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 three types of aircraft and engines for all of our flights makes us vulnerable to significant problems associated with the 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 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 LiveTV, LLC.  An integral component of the Fly-Fi system is the antenna, which is supplied to us by LiveTV.  If LiveTV 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.
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. Substantial claims resulting from an accident 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.

21



An ownership change could limit our ability to use our net operating loss carryforwards for U.S. income tax purposes.
As of December 31, 2015, we had approximately $65 million of federal net operating loss carryforwards for U.S. income tax purposes that begin to expire in 2033. Section 382 of the Internal Revenue Code imposes limitations on a corporation’s ability to use its net operating loss carryforwards if it experiences an "ownership change." Similar rules and limitations may apply for state income tax purposes. In the event an “ownership change” were to occur in the future, our ability to utilize our net operating losses could be limited.
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 employees, 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.
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 2023. 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.
Risks Associated with the Airline Industry
The airline industry is particularly sensitive to changes in economic condition.
Fundamental and permanent changes in the domestic airline industry have been ongoing over the past several years 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 employees, 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. The 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.
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 a terrorist attack, whether or not successful, the 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.
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, 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, reducing air travel demand and/or revenue and increasing costs. We cannot assure you these and other laws or regulations 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.

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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 the FAA, the DOT, the CBP, the TSA and others.  If the federal government were to experience issues in reaching budgetary consensus in the future resulting in mandatory furloughs and/or other budget constraints, 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.
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 it is not expected 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 the costs of complying with environmental regulations in the future will not have such an effect.
We could be adversely affected by an outbreak of a disease or an environmental disaster that significantly affects travel behavior.
Any outbreak of a disease affecting travel behavior could have a material adverse impact on airlines.  In addition, outbreaks of disease could result in quarantines of our personnel 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.

ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.

ITEM 2.    PROPERTIES
Aircraft
As of December 31, 2015, we operated a fleet consisting of 25 Airbus A321 aircraft, 130 Airbus A320 aircraft and 60 Embraer E190 aircraft as summarized below:
Aircraft
 
Seating Capacity
 
Owned
 
Capital Leased
 
Operating Leased
 
Total
 
Average Age in Years
Airbus A320
 
150

(1) 
 
102

 
4

 
24

 
130

 
10.3

Airbus A321
 
190 / 159

(2) 
 
23

 
2

 

 
25

 
1.1

Embraer E190
 
100

 
 
30

 

 
30

 
60

 
7.2

 
 
 
 
 
155

 
6

 
54

 
215

 
8.3

(1) During the fourth quarter 2015, we completed our agreement to buy out six of our aircraft leases for approximately $110 million.
(2) Our Airbus A321 with a single cabin layout has a seating capacity of 190 seats. Our Airbus A321 with our Mint premium service has a seating capacity of 159 seats.
As of December 31, 2015, our aircraft leases have an average remaining term of approximately 7 years, with expiration dates between 2016 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. During January 2016, we extending our lease agreements for aircraft with original expirations dates during 2016. All but 61 of our 155 owned aircraft are subject to secured debt financing and all of our 33 spare engines are owned and unencumbered.
In November 2014, we amended our purchase agreement with Airbus by deferring 13 Airbus A321 aircraft deliveries and eight Airbus A320 aircraft deliveries from 2016-2020 to 2020-2023. Of these deferrals, ten Airbus A321 aircraft deliveries were converted to Airbus A321 new engine option (A321neo) and five Airbus A320neo aircraft deliveries were converted to Airbus A321neo aircraft. We additionally converted three Airbus A320 aircraft deliveries in 2016 to Airbus A321 aircraft.

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As of December 31, 2015, we had 115 aircraft on order scheduled for delivery through 2023. Our future aircraft delivery schedule is as follows:
Year
 
Airbus A320neo
 
Airbus A321
 
Airbus A321neo
 
Embraer E190
 
Total
2016
 
 
10
 
 
 
10
2017
 
 
10
 
 
 
10
2018
 
 
1
 
6
 
 
7
2019
 
 
 
15
 
 
15
2020
 
6
 
 
9
 
10
 
25
2021
 
16
 
 
 
7
 
23
2022
 
3
 
 
13
 
7
 
23
2023
 
 
 
2
 
 
2
Total
 
25
 
21
 
45
 
24
 
115
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 terminal passenger 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. In December 2010, we executed a supplement to this lease agreement for the T6 property, our original base of operations at JFK, for a term of five years, which afforded us the exclusive right to develop on the T6 property. In 2012, we commenced construction of T5i, an expansion of T5 that we use as an international arrivals facility. 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. The T5i section of T5 opened to customers in November 2014.
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. We negotiated an extension as of May 1, 2010 whereby the lease had 20 successive one-year automatic renewals, each from May 1 through to April 30. With the continued growth of our operations in Boston, we increased the number of leased gates from Massport to 16 and signed an amendment in May 2014 to lease an additional eight gates and related support spaces in Terminal C that were previously occupied by United Airlines.  As of December 31, 2015, we leased 21 gates in Terminal C.  We plan to add the remaining three gates and related support spaces gradually to accommodate our operational needs.
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, and an adjacent storage facility for aircraft parts. These facilities accommodate our technical support 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 2017 for a building which includes an aircraft maintenance hangar and support space. We also have a lease for a facility to accommodate our ground support equipment maintenance.

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Orlando - We have a ground lease agreement which expires in 2035 for a hangar. Previously, the hangar was shared between LiveTV and JetBlue. When we sold LiveTV in June 2014, JetBlue took over the entire hangar complex. 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 in-flight crew, as well as support training for our technical operations and airport crew. This facility is equipped with six full flight simulators, nine cabin trainers, a training pool, classrooms and support areas. 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.


25



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. The table below shows the high and low sales prices for our common stock.
 
 
High
 
Low
2015 Quarter Ended
 
 
 
 
March 31
 
$
19.58

 
$
14.38

June 30
 
21.83

 
18.56

September 30
 
27.02

 
20.06

December 31
 
26.86

 
22.65

2014 Quarter Ended
 
 
 
 
March 31
 
$
9.37

 
$
8.32

June 30
 
10.88

 
7.63

September 30
 
12.73

 
10.40

December 31
 
15.90

 
9.41

As of January 31, 2016, there were approximately 485 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
In September 2012, the Board authorized a five year share repurchase program of up to 25 million shares. As of December 31, 2015, approximately 3.5 million shares remain available for repurchase under the program. The program may be commenced or suspended from time to time without prior notice. Shares repurchased under our share repurchase program are purchased in open market transactions and are held as treasury stock. During 2015, the following shares were repurchased under the program (in millions, except per share data):
Period
 
Total Number of Shares Purchased
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced program (2)
 
Maximum number of shares that may yet to be purchased under the program (2) (3)
June 2015
 
6.1

(1) 
 

 
6.1

 
7.2

September 2015
 
0.7

(1) 
 

 
0.7

 
6.5

October 2015
 
0.3


 
$
25.07

 
0.3

 
6.2

November 2015
 
2.7

 
 
$
25.78

 
2.7

 
3.5

Total
 
9.8

 
 
 
 
9.8

 
3.5

(1) On June 16, 2015, JetBlue entered into an accelerated share repurchase, or ASR, agreement with Goldman, Sachs & Co. paying $150 million for an initial delivery of approximately 6.1 million shares. The term of the ASR concluded on September 15, 2015 with Goldman, Sachs & Co. delivering approximately 0.7 million additional shares to JetBlue on September 18, 2015. A total of approximately 6.8 million shares was repurchased under the agreement at an average price per share of $22.06. The total shares purchased by JetBlue were based on the volume weighted average prices of JetBlue's common stock during the term of the ASR.
(2) In September 2012, the Board of Directors authorized a five year share repurchase program of up to 25 million shares, under which we have repurchased a total of approximately 21.5 million shares of our common stock at an average price of $15.19 per share as of December 31, 2015. We may adjust or change our share repurchase practices based on market conditions and other alternatives.
(3) In September 2015, the Board of Directors authorized a three year repurchase program starting in 2016, of up to $250 million worth of shares. Shares authorized under this repurchase program are not included in this table.

26



Convertible Debt Redemption
In April 2015, holders of our 5.5% Convertible Debentures due 2038 (Series B) voluntarily converted approximately $26 million in principal amount into shares of our common stock at a rate of 225.2252 shares per $1,000 debenture for a total of approximately 5.8 million shares. During the fourth quarter of 2015, all holders elected to convert their remaining holdings of approximately $42 million in principal amount. As a result, we issued an additional 9.4 million shares of our common stock.
In January 2016, Morgan Stanley terminated our share lending agreement and returned 1.4 million shares outstanding to us.
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 of 1933, as amended.
The following line graph compares the cumulative total stockholder return on our common stock with the cumulative total return of the Standard & Poor’s 500 Stock Index and the NYSE Arca Airline Index from December 31, 2011 to December 31, 2015. 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.
 
 
12/31/2011
 
12/31/2012
 
12/31/2013
 
12/31/2014
 
12/31/2015
JetBlue Airways Corporation
 
$
100

 
$
110

 
$
164

 
$
305

 
$
436

S&P 500 Stock Index
 
100

 
113

 
147

 
164

 
163

NYSE Arca Airline Index
 
100

 
136

 
215

 
321

 
268



27



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.
(in millions except per share data)
 
2015
 
2014
 
2013
 
2012
 
2011
Statements of Operations Data
 
 
 
 
 
 
 
 
 
 
Operating revenues
 
$
6,416

 
$
5,817

 
$
5,441

 
$
4,982

 
$
4,504

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Aircraft fuel and related taxes
 
1,348

 
1,912

 
1,899

 
1,806

 
1,664

Salaries, wages and benefits
 
1,540

 
1,294

 
1,135

 
1,044

 
947

Landing fees and other rents
 
342

 
321

 
305

 
277

 
245

Depreciation and amortization
 
345

 
320

 
290

 
258

 
233

Aircraft rent
 
122

 
124

 
128

 
130

 
135

Sales and marketing
 
264

 
231

 
223

 
204

 
199

Maintenance materials and repairs
 
490

 
418

 
432

 
338

 
227

Other operating expenses
 
749

 
682

 
601

 
549

 
532

Total operating expenses
 
5,200

 
5,302

 
5,013

 
4,606

 
4,182

Operating income
 
1,216

 
515

 
428

 
376

 
322

Other income (expense)(1)
 
(119
)
 
108

 
(149
)
 
(167
)
 
(177
)
Income before income taxes
 
1,097

 
623

 
279

 
209

 
145

Income tax expense
 
420

 
222

 
111

 
81

 
59

Net income
 
$
677

 
$
401

 
$
168

 
$
128

 
$
86

Earnings per common share:
 
 
 
 
 
 
 
 
 
 
Basic
 
$
2.15

 
$
1.36

 
$
0.59

 
$
0.45

 
$
0.31

Diluted
 
$
1.98

 
$
1.19

 
$
0.52

 
$
0.40

 
$
0.28

Other Financial Data:
 
 
 
 
 
 
 
 
 
 
Operating margin
 
19.0
%
 
8.9
%
 
7.9
%
 
7.5
%
 
7.1
%
Pre-tax margin(1)
 
17.1
%
 
10.7
%
 
5.1
%
 
4.2
%
 
3.2
%
Ratio of earnings to fixed charges
 
5.71
x
 
3.59x

 
2.05x

 
1.75x

 
1.52
x
Net cash provided by operating activities
 
$
1,598

 
$
912

 
$
758

 
$
698

 
$
614

Net cash used in investing activities
 
(1,134
)
 
(379
)
 
(476
)
 
(867
)
 
(502
)
Net cash provided by (used in) financing activities
 
(487
)
 
(417
)
 
(239
)
 
(322
)
 
96

(1) In 2014, we had a gain of $241 million from the sale of LiveTV. Pre-tax margin excluding the gain on the sale of LiveTV is 6.6%.

28



(in millions)
 
2015
 
2014
 
2013
 
2012
 
2011
Balance Sheet Data (in millions):
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
318

 
$
341

 
$
225

 
$
182

 
$
673

Investment securities
 
607

 
427

 
516

 
685

 
591

Total assets
 
8,660

 
7,839

 
7,350

 
7,070

 
7,071

Total long-term debt and capital leases
 
1,843

 
2,233

 
2,585

 
2,851

 
3,136

Common stockholders’ equity
 
3,210

 
2,529

 
2,134

 
1,888

 
1,757

 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
2014
 
2013
 
2012
 
2011
Operating Statistics:
 
 
 
 
 
 
 
 
 
 
Revenue passengers (thousands)
 
35,101

 
32,078

 
30,463

 
28,956

 
26,370

Revenue passenger miles (millions)
 
41,711

 
37,813

 
35,836

 
33,563

 
30,698

Available seat miles (ASMs) (millions)
 
49,258

 
44,994

 
42,824

 
40,075

 
37,232

Load factor
 
84.7
%
 
84.0
%
 
83.7
%
 
83.8
%
 
82.4
%
Aircraft utilization (hours per day)
 
11.9

 
11.8

 
11.9

 
11.8

 
11.7

Average fare
 
$
167.89

 
$
166.57

 
$
163.19

 
$
157.11

 
$
154.74

Yield per passenger mile (cents)
 
14.13

 
14.13

 
13.87

 
13.55

 
13.29

Passenger revenue per ASM (cents)
 
11.96

 
11.88

 
11.61

 
11.35

 
10.96

Operating revenue per ASM (cents)
 
13.03

 
12.93

 
12.71

 
12.43

 
12.10

Operating expense per ASM (cents)
 
10.56

 
11.78

 
11.71

 
11.49

 
11.23

Operating expense per ASM, excluding fuel and related taxes (cents)
 
7.82

 
7.53

 
7.28

 
6.99

 
6.76

Operating expense per ASM, excluding fuel, profit sharing and related taxes (cents)
 
7.51

 
7.48

 
7.25

 
6.98

 
6.76

Airline operating expense per ASM (cents)(1)
 
10.56

 
11.70

 
11.56

 
11.34

 
11.06

Departures
 
316,505

 
294,800

 
282,133

 
264,600

 
243,446

Average stage length (miles)
 
1,092

 
1,088

 
1,090

 
1,085

 
1,091

Average number of operating aircraft during period
 
207.9

 
196.2

 
185.2

 
173.9

 
164.9

Average fuel cost per gallon, including fuel taxes
 
$
1.93

 
$
2.99

 
$
3.14

 
$
3.21

 
$
3.17

Fuel gallons consumed (millions)
 
700

 
639

 
604

 
563

 
525

Average number of full-time equivalent crewmembers(1)
 
14,537

 
13,280

 
12,447

 
12,035

 
11,532

 
(1)Excludes results of operations and employees of LiveTV, LLC, which were unrelated to our airline operations and are immaterial to our consolidated operating results. As of June 10, 2014, employees of LiveTV, LLC were no longer part of JetBlue.

29



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 and related taxes - Operating expenses, less aircraft fuel and related taxes, divided by available seat miles.
Operating expense per available seat mile, excluding fuel, profit sharing and related taxes - Operating expenses, less aircraft fuel, profit sharing and related taxes, 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.

30



ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
In 2015, we experienced the continuation of uncertain economic conditions and the persistent competitiveness of the airline industry. Even with these external factors, 2015 was the most profitable years in our history and is our fourth consecutive year of net income growth. We generated operating revenue growth of almost 10.3% year-over-year and reported our highest ever net income which benefited significantly from a rapid decline in fuel prices. We are committed to delivering a safe and reliable JetBlue Experience for our customers as well as increasing returns for our shareholders. We believe our continued focus on cost discipline, product innovation and network enhancements, combined with our service excellence, will drive our future success.
2015 Financial Highlights
We reported our highest ever net income of $677 million, an increase of $276 million compared to 2014. This increase was principally driven by higher passenger revenue and a reduction in aircraft fuel expenses, partially offset by an increase in controllable costs.
We generated over $6.4 billion in operating revenue, an increase of $599 million compared to 2014 due primarily to a 9.4% increase in revenue passengers as well as a 0.8% increase in the average fare.
Operating margin increased by 10.1 points to 19.0% and we improved our return on invested capital, or ROIC, by 7.4 points to 13.7% primarily driven by higher revenue, a reduction in aircraft fuel expenses and continued balance sheet improvement.
Our earnings per diluted share were $1.98, the highest in our history.
We generated $1.6 billion in cash from operations. The significant amount of cash we generated provided the opportunity to pay cash for all 2015 aircraft deliveries, reduce existing debt balances and execute share repurchases.
Operating expenses per available seat mile decreased 10.4% to 10.56 cents, primarily driven by a reduction in aircraft fuel expenses. Excluding fuel, profit sharing and related taxes our cost per available seat mile increased 0.5% in 2015.

Company Initiatives
Strengthening of our Balance Sheet
Throughout 2015 we continued to focus on strengthening our balance sheet. We ended the year with unrestricted cash, cash equivalents and short-term investments of $876 million and undrawn lines of credit of approximately $600 million. At year end 2015 unrestricted cash, cash equivalents and short-term investments was approximately 14% of trailing twelve months revenue. We reduced our overall debt and capital lease obligations by $390 million which includes a prepayments of $100 million of outstanding principal relating to 10 Airbus A320 aircraft. As a result, four aircraft became unencumbered and six have lower principal balances. During June 2015, we also prepaid the full $32 million principal outstanding on a special facility revenue bond for our hanger at JFK issued by the New York City Industrial Development Agency in December 2006. We have increased the number of unencumbered aircraft and spare engines in 2015 bringing total unencumbered aircraft to 61 and spare engines to 33 as of December 31, 2015. In 2015, the holders of our 5.5% Convertible Debentures due 2038 (Series B) converted their securities into approximately 15.2 million shares of our common stock. During 2015, we acquired approximately 9.8 million shares of our common stock for approximately $227 million under our share repurchase program.
Aircraft
During 2015, we took delivery of 12 Airbus A321 aircraft. In November 2014, we amended our purchase agreement with Airbus deferring 13 Airbus A321 aircraft deliveries and eight Airbus A320 aircraft deliveries from 2016-2020 to 2020-2023. Of these deferrals, ten Airbus A321 aircraft deliveries were converted to Airbus A321 new engine option (A321neo) and five Airbus A320neo aircraft deliveries were converted to Airbus A321neo aircraft. We additionally converted three Airbus A320 aircraft deliveries in 2016 to Airbus A321 aircraft.

31



Airport Infrastructure Investments
In November 2015, we unveiled Phase I of our $50 million Terminal C upgrade at Boston Logan International Airport. This upgrade included new kiosks and ticket counters. Twenty-five kiosks and thirty check-in counters are in use in the North Pod of the terminal. Phase II of the upgrade has begun on the South Pod which is aimed to mirror the check-in experience of the North Pod. Updated digital flight information displays and a connector between Terminal C and international flights at Terminal E are also expected to be completed by April 2016.
Network
As part of our ongoing network initiatives and route optimization efforts we continued to make schedule and frequency adjustments throughout 2015. We added six new BlueCities to our network: Cleveland, OH; Reno-Tahoe, NV; St. George's, Grenada; Mexico City, Mexico; Antigua and Barbuda; and Albany, NY. We also added new routes between existing BlueCities.
Outlook for 2016
We believe we will improve our return for shareholders in 2016 as we implement more of the revenue initiatives first outlined publicly at our Investor Day in November 2014. Specifically, in 2016 we expect to derive additional value from Fare Options, a new credit card agreement, and our A321 Cabin Restyling program. We plan to add new destinations and route pairings based upon market demand, having previously announced four new BlueCities for the first half of 2016. We are continuously looking to expand our other ancillary revenue opportunities, improve our TrueBlue® loyalty program and deepen our portfolio of commercial partnerships. As in the past, we intend to invest in infrastructure and product enhancements which we believe will enable us to reap future benefits. We also remain committed to strengthening the balance sheet.
For the full year 2016, we estimate our operating capacity will increase by approximately 8.5% to 10.5% over 2015 with the addition of 10 Airbus A321 aircraft to our operating fleet. We are expecting our cost per available seat mile, excluding fuel, profit sharing and related taxes, for 2016 to increase by between approximately 0.0% to 2.0% over the level in 2015.

32



RESULTS OF OPERATIONS
Year 2015 compared to Year 2014
Overview
We reported net income of $677 million, an operating income of $1,216 million and an operating margin of 19.0% for the year ended December 31, 2015. This compares to net income of $401 million, an operating income of $515 million and an operating margin of 8.9% for the year ended December 31, 2014. Diluted earnings per share were $1.98 for 2015 compared to $1.19 for the same period in 2014. Net income for the year ended December 31, 2014 included the after tax gain on the sale of LiveTV of approximately $169 million, or $0.49 per diluted share.
Approximately 80% of our operations are centered in and around the heavily populated northeast corridor of the U.S., which includes the New York and Boston metropolitan areas. During the first three months of 2014, this area experienced one of the most severe winters in 20 years, with New York and Boston each experiencing over 57 inches of snow. These weather conditions led to the cancellation of approximately 4,100 flights. These cancellations resulted in a negative impact on our first quarter 2014 seat revenue as well as ancillary revenue such as change fees due to our policy of waiving these fees during severe weather events. During the first quarter of 2015, a series of winter storms again impacted the New York and Boston metropolitan areas, with Boston's Logan Airport experiencing record breaking snowfall totals. Despite the adverse weather conditions, our operational performance improved over the same period in 2014, resulting in approximately 37% fewer flight cancellations. We estimate that winter storms reduced our operating income by approximately $10 million in the first quarter of 2015 and $35 million in the first quarter of 2014.
Operating Revenues
(revenues in millions; percent changes based on unrounded numbers)
 
 
 
 
 
Year-over-Year Change
 
 
2015
 
2014
 
$
 
%
 
Passenger revenue
 
$
5,893

 
$
5,343

 
550

 
10.3

 
Other revenue
 
523

 
474

 
49

 
10.4

 
Operating revenues
 
6,416

 
5,817

 
599

 
10.3

 
 
 
 
 
 
 
 
 
 
 
Average fare
 
$
167.89

 
$
166.57

 
1.32

 
0.8

 
Yield per passenger mile (cents)
 
14.13

 
14.13

 

 

 
Passenger revenue per ASM (cents)
 
11.96

 
11.88

 
0.08

 
0.7

 
Operating revenue per ASM (cents)
 
13.03

 
12.93

 
0.10

 
0.8

 
Average stage length (miles)
 
1,092

 
1,088

 
4

 
0.4

 
Revenue passengers (thousands)
 
35,101

 
32,078

 
3,023

 
9.4

 
Revenue passenger miles (millions)
 
41,711

 
37,813

 
3,898

 
10.3

 
Available seat miles (ASMs)(millions)
 
49,258

 
44,994

 
4,264

 
9.5

 
Load factor
 
84.7
%
 
84.0
%
 
 
 
0.7

pts
Passenger revenue accounted for 91.8% of our total operating revenue for the year ended December 31, 2015. As well as seat revenue, passenger revenue includes revenue from our ancillary product offerings such as EvenMore Space. Revenue generated from international routes, including Puerto Rico, accounted for 30% of our passenger revenues in 2015. Revenue is recognized either when transportation is provided or after the ticket or customer credit expires. 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 2015, the increase in Passenger revenue was mainly attributable to a 9.4% increase in revenue passengers and a 0.8% increase in average fare. Our largest ancillary product remains the EvenMore Space seats, generating approximately $228 million in revenue, an increase of over 14% compared to 2014.

33



The primary component of Other revenue is the fees from reservation changes and excess baggage charged to customers in accordance with our published policies. We also include the marketing component of TrueBlue® point sales, on-board product sales, charters, ground handling fees of other airlines and rental income. We sold our subsidiary, LiveTV, in June 2014 and any third party revenues earned for the sale of in-flight entertainment systems and on-going services provided for these systems before this date were included in Other revenue of approximately $30 million. Also included in Other revenue is transportation of cargo which was discontinued during the fourth quarter of 2015.
In 2015, Other revenue increased by $49 million compared to 2014. The increase in Other revenue was primarily due to an increase in bag fees partly attributable to our new Fare Options pricing structure. Also contributing to the increase was revenues mainly from Getaways sales and the marketing component of TrueBlue® point sales, which was offset by the $30 million of revenue prior to the sale of LiveTV in June 2014.
Operating Expenses
(in millions; per ASM data in cents; percentages based on unrounded numbers)
 
 
 
 
 
Year-over-Year Change
 
per ASM
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
% Change
Aircraft fuel and related taxes
 
$
1,348

 
$
1,912

 
$
(564
)
 
(29.5
)
 
2.74

 
4.25

 
(35.6
)
Salaries, wages and benefits
 
1,540

 
1,294

 
246

 
19.1

 
3.13

 
2.88

 
8.8

Landing fees and other rents
 
342

 
321

 
21

 
6.7

 
0.70

 
0.71

 
(2.5
)
Depreciation and amortization
 
345

 
320

 
25

 
7.7

 
0.70

 
0.71

 
(1.6
)
Aircraft rent
 
122

 
124

 
(2
)
 
(1.8
)
 
0.25

 
0.28

 
(10.3
)
Sales and marketing
 
264

 
231

 
33

 
14.3

 
0.54

 
0.51

 
4.4

Maintenance, materials and repairs
 
490

 
418

 
72

 
17.3

 
0.99

 
0.93

 
7.1

Other operating expenses
 
749

 
682

 
67

 
9.8

 
1.51

 
1.51

 

Total operating expenses
 
$
5,200

 
$
5,302

 
$
(102
)
 
(1.9
)
 
10.56

 
11.78

 
(10.4
)
Aircraft Fuel and Related Taxes
Aircraft fuel and related taxes represents 26% of our total operating expenses in 2015 compared to 36% in 2014. The average fuel price decreased 35.6% in 2015 to $1.93 per gallon. This was partially offset by an increase in our fuel consumption of approximately 61 million gallons. Additional fuel consumption was mainly due to our increase in capacity and lower flight cancellations during the first quarter of 2015 compared to flight cancellations during the first quarter of 2014 as a result of the harsh winter weather. Based on our expected fuel volume for 2016, a 10% per gallon increase in the cost of aircraft fuel would increase our annual fuel expense by approximately $120 million.
In 2015, we recorded fuel hedge losses of $126 million compared to $30 million in fuel hedge losses in 2014 which was recorded in Aircraft fuel and related taxes. Fuel derivatives not qualifying as cash flow hedges resulted in a gain of $2 million in 2014 which were recorded in Interest income and other. Accounting ineffectiveness on fuel derivatives classified as cash flow hedges resulted in losses of less than $1 million in both 2015 and 2014 and were recorded in Interest income and other. We are unable to predict what the amount of ineffectiveness will be related to these instruments, or the potential loss of hedge accounting which is determined on a derivative-by-derivative basis, due to the volatility in the forward markets for these commodities.
Salaries, Wages and Benefits
Salaries, wages and benefits represent approximately 30% of our total operating expenses in 2015 compared to 24% in 2014. The increase in salaries, wages and benefits was primarily driven by profit sharing and an increase in our headcount. Our profit sharing is calculated as 15% of adjusted pre-tax income, reduced by Retirement Plus contributions and special items. Profit sharing increased by $126 million in 2015 compared to 2014, primarily driven by increased revenues and lower aircraft fuel and related taxes. During 2015, the average number of full-time equivalent employees increased by 9% and the average tenure of our Crewmembers increased to 6.3 years. Retirement Plus contributions, which equate to 5% of all of our eligible Crewmembers wages, increased by $5 million and our 3% retirement contribution for a certain portion of our FAA-licensed Crewmembers, which we refer to as Retirement Advantage, increased by approximately $1 million. The increasing tenure of our Crewmembers, rising healthcare costs and efforts to maintain competitiveness in our overall compensation packages will continue to pressure our costs in 2016.

34



We agreed to provide our pilots with a 20% pay increase in their base rate over three years starting in 2014. In January 2014, the FAA’s rule amending the FAA’s flight, duty, and rest regulations became effective. Among other things, the new rule requires a ten hour minimum rest period prior to a pilot’s flight duty period; mandates a pilot must have an opportunity for eight hours of uninterrupted sleep within the rest period; and imposes new pilot “flight time” and “duty time” limitations based upon report times, the number of scheduled flight segments, and other operational factors. We have hired additional pilots to address the requirements of the new rule.
Landing Fees and Other Rents
Landing fees and other rents include landing fees, which are at a premium in the heavily trafficked northeast corridor of the U.S. where approximately 80% of our operations center. Other rents primarily consist of rent for airports in our 93 BlueCities.
Landing fees and other rents increased $21 million, or 6.7%, in 2015 primarily due to increased departures.
Depreciation and Amortization
Depreciation and amortization primarily include depreciation for our owned and capital leased aircraft, engines, and in-flight entertainment systems.
Depreciation and amortization increased $25 million, or 7.7%, primarily due to an average of 149 owned and capital leased aircraft in 2015 compared to 137 in 2014. Additionally, depreciation expense increased in 2015 due to the completion of our international arrivals facility, T5i, and additional gates at T5, which was completed in November 2014.
Sales and Marketing
In 2015, Sales and marketing increased $33 million, or 14.3%, primarily due to increased sales distribution costs associated with increased revenues.
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 2015 was 8.3 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 11.7 additional total operating aircraft in 2015 compared to 2014.
In 2015, Maintenance, materials and repairs increased by $72 million, or 17.3% compared to 2014, primarily driven by increased flight hours on our engine flight-hour based maintenance repair agreements and by the number of airframe heavy maintenance repairs.
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, cost of goods sold to other airlines by LiveTV when LiveTV was a subsidiary of JetBlue, professional fees, on-board supplies, shop and office supplies, bad debts, communication costs and taxes other than payroll and fuel taxes.
In 2015, Other operating expenses increased by $67 million, or 9.8%, compared to 2014, primarily due to an increase in airport services and passenger on-board supplies resulting from increased passengers flown, partially offset by the non-recurrence of operating costs associated with LiveTV during the first six months of 2014, a $9 million gain in 2015 related to an insurance recovery for a damaged engine, a legal settlement of $6 million and a $6 million gain on sale of an engine. Non-recurring items in 2014 included the sale of an engine for a gain of $3 million and a gain of $4 million relating to a legal settlement.
Income Taxes
Our effective tax rate was 38% in 2015 and 36% in 2014. Our 2014 effective tax rate differs from the statutory income tax rate primarily due to the release of the $19 million tax benefit related to the utilization of a capital loss carryforward. We were able to utilize capital loss carryforwards due to the sale of our subsidiary, LiveTV. The rate is also affected by state income taxes and the non-deductibility of certain items for tax purposes. The relative size of these items compared to our pre-tax income also affect the rate.

35



Year 2014 compared to Year 2013
Overview
We reported net income of $401 million, an operating income of $515 million and an operating margin of 8.9% for the year ended December 31, 2014. This compares to net income of $168 million, an operating income of $428 million and an operating margin of 7.9% for the year ended December 31, 2013. Diluted earnings per share were $1.19 for 2014 compared to $0.52 for the same period in 2013. Net income for the year ended December 31, 2014 included the after tax gain on the sale of LiveTV of approximately $169 million or $0.49 per diluted share.
Operating Revenues
(revenues in millions; percent changes based on unrounded numbers)
 
 
 
 
 
Year-over-Year Change
 
 
2014
 
2013
 
$
 
%
 
Passenger revenue
 
$
5,343

 
$
4,971

 
$
372

 
7.5

 
Other revenue
 
474

 
470

 
4

 
0.7

 
Operating revenues
 
$
5,817

 
$
5,441

 
$
376

 
6.9

 
 
 
 
 
 
 
 
 
 
 
Average fare
 
$
166.57

 
$
163.19

 
$
3.38

 
2.1

 
Yield per passenger mile (cents)
 
14.13

 
13.87

 
0.26

 
1.9

 
Passenger revenue per ASM (cents)
 
11.88

 
11.61

 
0.27

 
2.3

 
Operating revenue per ASM (cents)
 
12.93

 
12.71

 
0.22

 
1.7

 
Average stage length (miles)
 
1,088

 
1,090

 
(2
)
 
(0.2
)
 
Revenue passengers (thousands)
 
32,078

 
30,463

 
1,615

 
5.3

 
Revenue passenger miles (millions)
 
37,813

 
35,836

 
1,977

 
5.5

 
Available seat miles (ASMs) (millions)
 
44,994

 
42,824

 
2,170

 
5.1

 
Load factor
 
84.0
%
 
83.7
%
 
 
 
0.3

pts
Passenger revenue accounted for over 92% of our total operating revenues in 2014 and was our primary source of revenue. Revenues generated from international routes, including Puerto Rico, accounted for 30% of our passenger revenue in 2014 compared to 28% in 2013.
In 2014 , the increase in Passenger revenue was mainly attributable to a 5% increase in capacity and a 2% increase in yield. Our largest ancillary product remains the EvenMore Space seats, generating approximately $200 million in revenue, an increase of over 16% compared to 2013.
In 2014, Other revenue increased by $4 million compared to 2013. While there was a $42 million increase in revenues mainly from fees, Getaways sales, the marketing component of TrueBlue® point sales and on-board product sales, this was offset by a $38 million reduction in third party LiveTV revenue as a result of the sale of LiveTV in June 2014.

36



Operating Expenses
(in millions; per ASM data in cents; percentages based on unrounded numbers)
 
 
 
 
 
Year-over-Year Change
 
per ASM
 
2014
 
2013
 
$
 
%
 
2014
 
2013
 
% Change
Aircraft fuel and related taxes
 
$
1,912

 
$
1,899

 
13

 
0.7

 
4.25

 
4.43

 
(4.1
)
Salaries, wages and benefits
 
1,294

 
1,135

 
159

 
14.1

 
2.88

 
2.65

 
8.7

Landing fees and other rents
 
321

 
305

 
16

 
5.3

 
0.71

 
0.71

 

Depreciation and amortization
 
320

 
290

 
30

 
10.2

 
0.71

 
0.68

 
4.4

Aircraft rent
 
124

 
128

 
(4
)
 
(3.4
)
 
0.28

 
0.30

 
(6.7
)
Sales and marketing
 
231

 
223

 
8

 
3.4

 
0.51

 
0.52

 
(1.9
)
Maintenance, materials and repairs
 
418

 
432

 
(14
)
 
(3.4
)
 
0.93

 
1.01

 
(7.9
)
Other operating expenses
 
682

 
601

 
81

 
13.5

 
1.51

 
1.41

 
7.1

Total operating expenses
 
$
5,302

 
$
5,013

 
$
289

 
5.7

 
11.78

 
11.71

 
0.6

Aircraft Fuel and Related Taxes
In 2014, Aircraft fuel and related taxes remained our largest expense category, representing 36% of our total operating expenses in 2014 compared to 38% in 2013. Even though the average fuel price decreased 5% in 2014 to $2.99 per gallon, our fuel expenses increased by $13 million as we consumed 35 million more gallons of aircraft fuel compared to 2013. This was mainly due to our increase in capacity and was offset slightly by our higher than anticipated flight cancellations during the first quarter of 2014 as a result of the harsh winter weather.
In 2014, we recorded fuel hedge losses of $30 million compared to $10 million in fuel hedge losses in 2013. Fuel derivatives not qualifying as cash flow hedges in 2014 resulted in a gain of $2 million compared to losses of less than $1 million in 2013 which were recorded in interest income and other. Accounting ineffectiveness on fuel derivatives classified as cash flow hedges resulted in losses of less than $1 million in both 2014 and 2013 and were recorded in interest income and other.
Salaries, Wages and Benefits
In 2014, Salaries, wages and benefits were our second largest expense, representing approximately 24% of our total operating expenses in 2014 compared to 23% in 2013. During 2014, the average number of full-time equivalent employees increased by 7% and the average tenure of our Crewmembers increased to 6.2 years, both of which contributed to a $159 million, or 14.1%, increase compared to 2013. Retirement Plus contributions, which equate to 5% of all of our eligible Crewmembers wages, increased by $4 million and our 3% retirement contribution for a certain portion of our FAA-licensed Crewmembers, which we refer to as Retirement Advantage, increased by $3 million. Our increased profitability resulted in $25 million of profit sharing expense in 2014 compared to $12 million in 2013.
Depreciation and Amortization
Depreciation and amortization increased $30 million, or 10%, primarily due to having an average of 137 owned and capital leased aircraft in 2014 compared to 125 in 2013. We also had an additional $13 million in amortization expense during 2014 as a result of a change in the expected useful lives of certain software.
Maintenance, Materials and Repairs
The average age of our aircraft in 2014 was 7.8 years and we had an average of 11.0 additional operating aircraft in 2014 compared to 2013.
In 2014, Maintenance, materials and repairs decreased by $14 million as we had higher engine related costs for our Embraer E190 aircraft in 2013. In the latter half of 2013, we finalized a flight-hour based maintenance and repair agreement for these engines and in 2014 we amended our flight-hour based agreements to include other certain services which resulted in better planning of maintenance activities.
Other Operating Expenses
Other operating expenses increased by $81 million, or 14%, compared to 2013 mainly due to an increase in outside services. As our capacity and number of departures grew in 2014, our related variable handling costs also increased. Additionally we had higher personnel expenses, such as lodging and per diem, relating to the harsh winter weather in the first quarter of the year. Non-recurring items in 2014 included the sale of an engine for a gain of $3 million and a gain of $4 million relating to a legal settlement. In 2013, we had a gain of approximately $2 million relating to the sale of three spare engines as well as a gain of approximately $7 million relating to the sale of LiveTV's investment in the Airfone business.

37



Income Taxes
Our effective tax rate was 36% in 2014 and 40% in 2013. Our 2014 effective tax rate differs from the statutory income tax rate primarily due to the release of the $19 million tax benefit related to the utilization of a capital loss carryforward. This capital loss carryforward was able to be utilized due to the sale of our subsidiary, LiveTV. The rate is also affected by state income taxes and the non-deductibility of certain items for tax purposes. The relative size of these items compared to our 2014 pre-tax income of $623 million and our 2013 pre-tax income of $279 million also affect the rate.

38



Quarterly Results of Operations
The following table sets forth selected financial data and operating statistics for the four quarters ended December 31, 2015. The information for each of these quarters is unaudited and has been prepared on the same basis as the audited consolidated financial statements appearing elsewhere in this Report.
 
 
Three Months Ended
(dollars in millions)
 
March 31, 2015
 
June 30, 2015
 
September 30, 2015
 
December 31, 2015
Statements of Operations Data:
 
 
 
 
 
 
 
 
Operating revenues
 
$
1,523

 
$
1,612

 
$
1,687

 
$
1,594

Operating expenses:
 


 


 


 


Aircraft fuel and related taxes
 
335

 
371

 
342

 
300

Salaries, wages and benefits
 
375

 
375

 
389

 
401

Landing fees and other rents
 
83

 
90

 
91

 
78

Depreciation and amortization
 
87

 
81

 
84

 
93

Aircraft rent
 
31

 
31

 
30

 
30

Sales and marketing
 
60

 
70

 
69

 
65

Maintenance materials and repairs
 
113

 
126

 
132

 
119

Other operating expenses
 
186

 
186

 
199

 
178

Total operating expenses
 
1,270

 
1,330

 
1,336

 
1,264

Operating income
 
253

 
282

 
351

 
330

Other income (expense)
 
(31
)
 
(32
)
 
(29
)
 
(27
)
Income before income taxes
 
222

 
250

 
322

 
303

Income tax expense
 
85

 
98

 
124

 
113

Net income
 
$
137

 
$
152

 
$
198

 
$
190

Operating margin
 
16.6
%
 
17.5
%
 
20.8
%
 
20.7
%
Pre-tax margin
 
14.6
%
 
15.5
%
 
19.1
%
 
19.0
%
 
 
 
 
 
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
 
Revenue passengers (thousands)
 
8,095

 
8,858

 
9,237

 
8,911

Revenue passenger miles (millions)
 
9,622

 
10,472

 
11,063

 
10,554

Available seat miles ASM (millions)
 
11,419

 
12,237

 
12,976

 
12,626

Load factor
 
84.3
%
 
85.6
%
 
85.3
%
 
83.6
%
Aircraft utilization (hours per day)
 
11.7

 
12.0

 
12.2

 
11.6

Average fare
 
$
173.96

 
$
168.85

 
$
167.96

 
$
161.35

Yield per passenger mile (cents)
 
14.64

 
14.28

 
14.02

 
13.62

Passenger revenue per ASM (cents)
 
12.33

 
12.22

 
11.96

 
11.39

Operating revenue per ASM (cents)
 
13.34

 
13.17

 
13.01

 
12.62

Operating expense per ASM (cents)
 
11.13

 
10.86

 
10.30

 
10.01

Operating expense per ASM, excluding fuel and related taxes (cents)
 
8.19

 
7.83

 
7.67

 
7.64

Operating expense per ASM, excluding fuel, profit sharing and related taxes (cents)
 
7.95

 
7.56

 
7.31

 
7.29

Airline operating expense per ASM (cents)
 
11.13

 
10.86

 
10.30

 
10.01

Departures
 
73,823

 
79,558

 
82,989

 
80,135

Average stage length (miles)
 
1,097

 
1,085

 
1,094

 
1,093

Average number of operating aircraft during period
 
203.9

 
206.0

 
209.0

 
212.7

Average fuel cost per gallon, including fuel taxes
 
$
2.06

 
$
2.13

 
$
1.85

 
$
1.68

Fuel gallons consumed (millions)
 
163

 
174

 
185

 
178


39



Although we experienced revenue growth in 2015, this trend may not continue. We expect our expenses to continue to increase as we acquire additional aircraft, as our fleet ages and as we increase the frequency of flights in existing markets as well as enter into new markets. Accordingly, the comparison of the financial data for the quarterly periods presented may not be meaningful. In addition, we expect our operating results to fluctuate significantly from quarter-to-quarter in the future as a result of various factors, many of which are outside our control. Consequently, we believe quarter-to-quarter comparisons of our operating results may not necessarily be meaningful and you should not rely on our results for any one quarter as an indication of our future performance.

LIQUIDITY AND CAPITAL RESOURCES
The airline business is capital intensive. Our ability to successfully execute our profitable 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, investment securities on-hand and two available lines of credit. Additionally, as of December 31, 2015, we had 61 unencumbered aircraft and 33 unencumbered spare engines which we believe could be an additional source of liquidity, if necessary.
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, maintaining financial flexibility and allowing for prudent capital spending.
As of December 31, 2015, we had unrestricted cash and cash equivalents of $318 million and short-term investments of $558 million. We believe our current level of unrestricted cash, cash equivalents and short-term investments of approximately 14% of trailing twelve months revenue, combined with our approximately $600 million in available lines of credit and portfolio of unencumbered assets, provides us with a strong liquidity position and the potential for higher returns on cash deployment. We believe we have taken several important actions during 2015 in solidifying our strong balance sheet and overall liquidity position.
Our highlights for 2015 included:
Reduced our overall debt balance by $390 million, including $132 million of debt prepayments related to aircraft and facilities.
Increased the number of unencumbered aircraft from 39 as of December 31, 2014, to 61 as of December 31, 2015. This was principally accomplished by paying cash for the delivery of 12 Airbus A321 aircraft, buying out the leases on six of our aircraft, and prepaying debt.
As a result of these 2015 highlights, our net debt to earnings before interest, taxes, depreciation, amortization and rent (EBITDAR) ratio improved from 2.5x in 2014 to 1.1x in 2015.
Analysis of Cash Flows
We had cash and cash equivalents of $318 million as of December 31, 2015. This compares to $341 million and $225 million as of December 31, 2014 and 2013, respectively. We held both short and long term investments in 2015, 2014 and 2013. Our short-term investments totaled $558 million as of December 31, 2015 compared to $367 million and $402 million as of December 31, 2014 and 2013, respectively. Our long-term investments totaled $49 million as of December 31, 2015 compared to $60 million and $114 million as of December 31, 2014 and 2013, respectively.
Operating Activities
Cash flows provided by operating activities totaled $1,598 million in 2015 compared to $912 million in 2014 and $758 million in 2013. There was a $686 million increase in cash flows from operating activities in 2015 compared to 2014. During 2015 we saw a 9.5% increase in capacity, a 0.8% increase in average fares and a 35.7% decrease in the price of fuel which all helped to improve operating cash flows. The $154 million increase in cash flows from operations in 2014 compared to 2013 was primarily a result of a 2% increase in average fares, a 5% increase in capacity and a decrease of 5% in fuel prices. We additionally recognized a gain on sale of our subsidiary, LiveTV, of $241 million during 2014. As of December 31, 2015, our unrestricted cash, cash equivalents and short-term investments as a percentage of trailing twelve months revenue was approximately 14%. We rely primarily on cash flows from operations to provide working capital for current and future operations.

40



Investing Activities    
During 2015, capital expenditures related to our purchase of flight equipment included $104 million for flight equipment deposits, $450 million for the purchase of 12 new Airbus A321 aircraft and $110 million for the buyout of six aircraft leases, $120 million for spare part purchases, and $29 million for flight equipment work-in-progress. Other property and equipment capital expenditures also included ground equipment purchases and facilities improvements for $128 million. Investing activities also included the net purchase of $187 million in investment securities.
During 2014, capital expenditures related to our purchase of flight equipment included $127 million for flight equipment deposits, $298 million for the purchase of seven new Airbus A321 aircraft, $33 million for spare part purchases, $79 million for flight equipment work-in-progress, and $1 million relating to other activities. Capital expenditures also included the purchase of the Slots at Reagan National for $75 million, other property and equipment including ground equipment purchases and facilities improvements for $224 million and LiveTV in-flight entertainment equipment inventory for $20 million. Investing activities also included the proceeds from the sale of LiveTV for $393 million and the net proceeds of $81 million from the sale of investment securities.
During 2013, the capital expenditure for seven new Embraer E190 aircraft, three new Airbus A320 aircraft and four new Airbus A321 aircraft was $365 million. We additionally paid $22 million for flight equipment deposits and $54 million for spare parts. Capital expenditures for other property and equipment, including ground equipment purchases, facilities improvements and LiveTV in-flight entertainment equipment inventory were $196 million. LiveTV sold its investment in the Airfone business with proceeds of $8 million. Investing activities also include the net sale of $161 million in investment securities.
We currently anticipate 2016 capital expenditures to be between $820 million and $920 million, including approximately $670 million to $720 million for aircraft and predelivery deposits. The remaining capital expenditures of approximately $150 million to $200 million relate to non-aircraft projects such as the customer technology refresh, the expansion of our facilities at Boston and updates to our IT infrastructure.
Financing Activities
Financing activities during 2015 consisted of the scheduled repayment of $196 million relating to debt and capital lease obligations. We prepaid $100 million of outstanding principal relating to 10 Airbus A320 aircraft. As a result, four aircraft became unencumbered and six have lower principal balances. We also prepaid the outstanding balance of $32 million on a special facility revenue bond for JFK that was issued by the New York City Industrial Development Agency in December 2006. In addition, we acquired $241 million in treasury shares of which $150 million related to our accelerated share repurchase in June 2015. During the period, we realized $84 million in proceeds from the issuance of stock related to employee share-based compensation. In the future we may issue, in one or more offerings, debt securities, pass-through certificates, common stock, preferred stock and/or other securities. During 2015, $68 million of Series B 5.5% convertible debentures were converted by holders, as a result, we issued approximately 15 million shares of our common stock.
Financing activities during 2014 consisted of the scheduled repayment of $394 million relating to debt and capital lease obligations and $308 million of debt prepayment. We issued $342 million in fixed rate equipment notes secured by 18 aircraft, acquired $82 million in treasury shares, including $73 million related to our share buyback program and $9 million in shares withheld for tax purposes upon vesting of RSUs. We repaid $14 million in principal related to our construction obligation for T5. We issued $41 million in common stock mainly due to stock options being exercised as our stock price continued to increase in 2014. In the future we may issue, in one or more offerings, debt securities, pass-through certificates, common stock, preferred stock and/or other securities.
Financing activities during 2013 consisted of scheduled maturities of $392 million of debt and capital lease obligations. We issued $350 million in fixed rate equipment notes secured by 12 aircraft and prepaid $94 million in high-interest debt secured by four Airbus A320 aircraft and $119 million relating to our 2006 Spare Parts EETC. It also included the refunding of our Series 2005 GOAA bonds with proceeds of $43 million from the issuance of new 2013 GOAA bonds, the repayment of $13 million in principal related to our construction obligation for T5 and the acquisition of $8 million in treasury shares primarily related to our share repurchase program and the withholding of taxes upon the vesting of RSUs.

41



In February 2015, we filed an automatic shelf registration statement with the SEC. This registration statement covered the resale of up to 46.7 million shares of our common stock, par value $0.01 per share, by persons who received such shares upon exchange of their 0.75% exchangeable notes due 2017, issued by Lufthansa Malta Blues LP (a directly-owned subsidiary of Deutsche Lufthansa AG) on April 5, 2012 and sold by the initial purchasers of the notes in transactions exempt from registration requirements of the Securities Act, to persons reasonably believed by the initial purchasers to be qualified institutional buyers as defined by Rule 144A under the Securities Act that were also qualified purchasers as defined in the U.S. Investment Company Act of 1940. We did not receive any of the proceeds from the sale of the notes and did not receive any financial benefit from the exchange of notes for shares of our common stock.  We did not sell any shares of our common stock under this registration statement and did not receive any of the proceeds from the sale of shares by any of the selling stockholders.
In November 2015, we filed an automatic shelf registration statement with the SEC. Under this shelf registration statement, we have the capacity to offer and sell from time to time one or more selling security holders, of common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts, stock purchase units, subscription rights, and pass-through certificates. The net proceeds of any securities we sell under this registration statement may be used for general corporate purposes, including among other possible uses, the acquisition of aircraft and construction of facilities on or near airports, the repayment or repurchase of short-term or long-term debt or lease obligations and other capital expenditures. We may also use the proceeds for temporary investments until we need them for general corporate purposes. We will not receive any of the proceeds from the sale of securities by any selling security holders who may be named in a prospectus supplement. Through to December 31, 2015, we had not issued any securities under this registration statement and at this time we have no plans to sell any such securities under this registration statement. We may utilize this universal shelf registration statement in the future to raise capital to fund the continued development of our products and services, the commercialization of our products and services or for other general corporate purposes.
None of our lenders or lessors are affiliated with us.
Capital Resources
We have been able to generate sufficient funds from operations to meet our working capital requirements and we have historically financed our aircraft through either secured debt or lease financing. As of December 31, 2015, we operated a fleet of 215 aircraft which included 17 Airbus A321 aircraft and 44 Airbus A320 aircraft that were unencumbered. Of our remaining aircraft, 54 were financed under operating leases, six were financed under capital leases and 94 were financed by private and public secured debt. Additionally we have 33 unencumbered spare engines. Approximately 44% of our property and equipment is pledged as security under various loan arrangements.
Dependent on market conditions, we anticipate paying cash for the 10 Airbus A321 aircraft scheduled for delivery in 2016. 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 assurance we will be able to secure financing on terms attractive to us, if at all.
Working Capital
We had a working capital deficit of $902 million as of December 31, 2015 compared to a deficit of $736 million as of December 31, 2014 and a deficit of $818 million as of December 31, 2013. Working capital deficits can be customary in the airline industry since air traffic liability is classified as a current liability. Our working capital deficit increased $166 million in 2015 mainly due to several factors including an increase in the balances of current debt maturities, air traffic liabilities and record profit sharing partially offset by an overall increase in our cash and short term investment balances.
In 2012, we entered into a revolving line of credit with Morgan Stanley for up to $100 million which was subsequently increased to $200 million in December 2012. 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 of interest based upon the London Interbank Offered Rate, or LIBOR, plus a margin. During 2013, we borrowed $190 million on this line of credit, which was fully repaid, leaving the line undrawn as of December 31, 2013. We did not borrow on this facility in 2015 or 2014 and the line was undrawn as of December 31, 2015.

42



In April 2013, we entered into a Credit and Guaranty Agreement which consisted of a revolving credit up to $350 million and letter of credit facility with Citibank, N.A. as the administrative agent. In November 2014, we increased the Credit Facility to $400 million. Borrowing under the Credit Facility bears interest at a variable rate equal to LIBOR, plus a margin. The Credit Facility is scheduled to terminate in 2018. The Credit Facility is secured by Slots at JFK, Newark, LaGuardia, Reagan National and certain other assets. The Credit Facility includes covenants that require us to maintain certain minimum balances in unrestricted cash, cash equivalents, and unused commitments available under all revolving credit facilities. In addition, the covenants restrict our ability to incur additional indebtedness, issue preferred stock or pay dividends. During 2015 and 2014, we did not borrow on this facility and the line was undrawn as of December 31, 2015.
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, as they 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 the extremely competitive environment we are operating in or from events beyond our control, such as volatile fuel prices, economic conditions, weather-related disruptions, the spread of infectious diseases, the impact of 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 Capital Leases
Our scheduled debt maturities are expected to increase over the next five years, with a scheduled peak in 2016 of $448 million. As part of our efforts to effectively manage our balance sheet and improve ROIC, we expect to continue to actively manage our debt balances. Our approach to debt management includes managing the mix of fixed vs. floating rate debt, annual maturities of debt and the weighted average cost of debt. We intend to continue to opportunistically pre-purchase outstanding debt when market conditions and terms are favorable as well as when excess liquidity is available. The proceeds from the sale of LiveTV in 2014 were allocated to debt reduction and share buybacks which are ROIC accretive. Additionally, our unencumbered assets, including 61 aircraft and 33 engines, allow some flexibility in managing our cost of debt and capital requirements.
In March 2014, we completed a private placement EETC offering of $226 million in pass-through certificates that was secured by 14 of our unencumbered Airbus A320 aircraft. This funding coincided with the final scheduled principal payments of $188 million associated with our March 2004 EETC Class G-2 certificates, which resulted in 13 Airbus A320 aircraft becoming unencumbered. In June 2014, we used some of the proceeds from the sale of LiveTV and prepaid $299 million of floating rate outstanding principal secured by 14 Airbus A320 aircraft which are now unencumbered.
During 2014, we entered into two Airbus A321 aircraft capital leases for approximately $76 million. These capital leases are included in our total debt and capital lease obligations and the aircraft are included in property and equipment.
CONTRACTUAL OBLIGATIONS
Our noncancelable contractual obligations at December 31, 2015 include:
 
 
 
Payments due in
(in millions)
 
Total
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Long-term debt and
capital lease obligations
(1)
 
$
2,170

 
$
524

 
$
248

 
$
245

 
$
255

 
$
209

 
$
689

Lease commitments
 
1,303

 
170

 
151

 
143

 
122

 
109

 
608

Flight equipment obligations
 
6,910

 
661

 
742

 
656

 
1,041

 
1,371

 
2,439

Other obligations(2)
 
3,498

 
676

 
570

 
576

 
539

 
375

 
762

Total
 
$
13,881

 
$
2,031

 
$
1,711

 
$
1,620

 
$
1,957