10-Q 1 jblu-20220930.htm 10-Q jblu-20220930
000115846312/312022Q3falseReconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
September 30, 2022September 30, 2021
Cash and cash equivalents$1,401 $2,193 
Restricted cash83 59 
Total cash, cash equivalents and restricted cash$1,484 $2,252 
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
or
    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
jblu-20220930_g1.jpg
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware87-0617894
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
27-01 Queens Plaza North
Long Island City
New York
11101
(Address of principal executive offices)  (Zip Code)
(718) 286-7900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueJBLUThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No
As of September 30, 2022, there were 323,877,614 shares outstanding of the registrant’s common stock, par value $0.01.


Table of Contents
JETBLUE AIRWAYS CORPORATION
FORM 10-Q
INDEX
Page


2

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)


September 30, 2022December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents$1,401 $2,018 
Investment securities692 824 
Receivables, less allowance (2022-$3; 2021-$3)
298 207 
Inventories, less allowance (2022-$27; 2021-$24)
79 74 
Prepaid expenses and other141 124 
Total current assets2,611 3,247 
PROPERTY AND EQUIPMENT 
Flight equipment11,579 11,161 
Predelivery deposits for flight equipment398 337 
Total flight equipment and predelivery deposits, gross11,977 11,498 
Less accumulated depreciation3,532 3,227 
Total flight equipment and predelivery deposits, net8,445 8,271 
Other property and equipment1,303 1,205 
Less accumulated depreciation711 662 
Total other property and equipment, net592 543 
Total property and equipment, net9,037 8,814 
OPERATING LEASE ASSETS713 729 
OTHER ASSETS 
Investment securities175 39 
Restricted cash83 59 
Intangible assets, less accumulated amortization (2022-$443; 2021-$405)
258 284 
Other453 470 
Total other assets969 852 
TOTAL ASSETS$13,330 $13,642 
See accompanying notes to condensed consolidated financial statements.
3

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except per share data)
September 30, 2022December 31, 2021
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable$600 $499 
Air traffic liability1,745 1,618 
Accrued salaries, wages and benefits510 480 
Other accrued liabilities421 359 
Current operating lease liabilities103 106 
Current maturities of long-term debt and finance lease obligations524 355 
Total current liabilities3,903 3,417 
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS3,235 3,651 
LONG-TERM OPERATING LEASE LIABILITIES686 690 
DEFERRED TAXES AND OTHER LIABILITIES  
Deferred income taxes790 843 
Air traffic liability - non-current702 640 
Other507 552 
Total deferred taxes and other liabilities1,999 2,035 
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS’ EQUITY  
Preferred stock, $0.01 par value; 25 shares authorized, none issued
  
Common stock, $0.01 par value; 900 shares authorized, 483 and 478 shares issued and 324 and 320 shares outstanding at September 30, 2022 and December 31, 2021, respectively
5 5 
Treasury stock, at cost; 159 and 158 shares at September 30, 2022 and December 31, 2021, respectively
(1,995)(1,989)
Additional paid-in capital3,102 3,047 
Retained earnings2,400 2,786 
Accumulated other comprehensive (loss)(5) 
Total stockholders’ equity3,507 3,849 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$13,330 $13,642 
See accompanying notes to condensed consolidated financial statements.
4

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
OPERATING REVENUES
Passenger$2,415 $1,856 $6,319 $3,913 
Other147 116 424 290 
Total operating revenues2,562 1,972 6,743 4,203 
OPERATING EXPENSES
Aircraft fuel and related taxes825 443 2,305 973 
Salaries, wages and benefits675 620 2,058 1,718 
Landing fees and other rents131 182 412 470 
Depreciation and amortization147 140 435 398 
Aircraft rent30 25 83 76 
Sales and marketing81 60 216 130 
Maintenance, materials and repairs178 205 492 472 
Other operating expenses343 297 1,026 768 
Special items13 (186)57 (841)
Total operating expenses2,423 1,786 7,084 4,164 
OPERATING INCOME (LOSS)139 186 (341)39 
OTHER (EXPENSE) INCOME
Interest expense(44)(42)(121)(153)
Interest income11 4 24 12 
Gain (loss) on investments, net 54 (4)57 
Other(1)(12)(1)(55)
Total other (expense) income(34)4 (102)(139)
INCOME (LOSS) BEFORE INCOME TAXES105 190 (443)(100)
Income tax expense (benefit)48 60 (57)(47)
NET INCOME (LOSS) $57 $130 $(386)$(53)
EARNINGS (LOSS) PER COMMON SHARE:
Basic$0.18 $0.41 $(1.20)$(0.17)
Diluted$0.18 $0.40 $(1.20)$(0.17)


See accompanying notes to condensed consolidated financial statements.
5

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in millions)
Three Months Ended September 30,
20222021
NET INCOME$57 $130 
Changes in fair value of available-for-sale securities and derivative instruments, net of reclassifications into earnings, net of deferred taxes of $2 and $0 in 2022 and 2021, respectively.
(3) 
Total other comprehensive (loss)(3) 
COMPREHENSIVE INCOME$54 $130 

Nine Months Ended September 30,
20222021
NET (LOSS)$(386)$(53)
Changes in fair value of available-for-sale securities and derivative instruments, net of reclassifications into earnings, net of deferred taxes of $2 and $0 in 2022 and 2021, respectively.
(5) 
Total other comprehensive (loss)(5) 
COMPREHENSIVE (LOSS)$(391)$(53)
See accompanying notes to condensed consolidated financial statements.
6

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
Nine Months Ended September 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)$(386)$(53)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Deferred income taxes(51)(40)
Depreciation396 365 
Amortization39 33 
Impairment of long-lived asset5  
Stock-based compensation25 23 
Changes in certain operating assets and liabilities300 1,438 
Other, net(7)(11)
Net cash provided by operating activities321 1,755 
CASH FLOWS FROM INVESTING ACTIVITIES 
Capital expenditures(483)(770)
Predelivery deposits for flight equipment(116)(33)
Purchase of held to maturity investments(142) 
Purchase of available-for-sale securities(470)(520)
Proceeds from the sale/maturity of held to maturity investments2  
Proceeds from the sale of available-for-sale securities589 590 
Payment for acquisition(25) 
Other, net(2)(2)
Net cash used in investing activities(647)(735)
CASH FLOWS FROM FINANCING ACTIVITIES 
Proceeds from issuance of long-term debt 1,010 
Proceeds from issuance of common stock29 22 
Proceeds from issuance of stock warrants 14 
Repayment of long-term debt and finance lease obligations(255)(1,775)
Acquisition of treasury stock(6)(7)
Other, net(35)(1)
Net cash used in financing activities(267)(737)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(593)283 
Cash, cash equivalents and restricted cash at beginning of period2,077 1,969 
Cash, cash equivalents and restricted cash at end of period(1)
$1,484 $2,252 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest
$86 $121 
Cash receipts of income tax refunds (net of payments)
(95) 
NON-CASH TRANSACTIONS
Operating lease assets obtained in exchange for operating lease liabilities$61 $ 
Lease Modifications and lease conversions$ 40 
(1) Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
September 30, 2022September 30, 2021
Cash and cash equivalents$1,401 $2,193 
Restricted cash83 59 
Total cash, cash equivalents and restricted cash$1,484 $2,252 
See accompanying notes to condensed consolidated financial statements.
7

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in millions)

Common
Shares
Common
Stock
Treasury
Shares
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive LossTotal
Balance at June 30, 2022482 $5 158 $(1,995)$3,095 $2,343 $(2)$3,446 
Net income— — — — — 57 — 57 
Other comprehensive income— — — — — — —  
Vesting of restricted stock units1 — 1 — — — — — 
Stock compensation expense— — — — 7 — — 7 
Stock issued under crewmember stock purchase plan— — — — — — —  
Hedging Activity— — — — — — (3)(3)
Balance at September 30, 2022483 $5 159 $(1,995)$3,102 $2,400 $(5)$3,507 
Common
Shares
Common
Stock
Treasury
Shares
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal
Balance at June 30, 2021476 $5 158 $(1,989)$3,012 $2,785 $ $3,813 
Net income— — — — — 130 — 130 
Vesting of restricted stock units— — — — — — —  
Stock compensation expense— — — — 6 — — 6 
Stock issued under crewmember stock purchase plan— — — — — — —  
Warrants issued under federal support programs— — — — — — —  
Balance at September 30, 2021476 $5 158 $(1,989)$3,018 $2,915 $ $3,949 
Common
Shares
Common
Stock
Treasury
Shares
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Total
Balance at December 31, 2021478 $5 158 $(1,989)$3,047 $2,786 $ $3,849 
Net (loss)— — — — — (386)— (386)
Other comprehensive loss— — — — — — (2)(2)
Vesting of restricted stock units2 — 1 (6)— — — (6)
Stock compensation expense— — — — 25 — — 25 
Stock issued under crewmember stock purchase plan3 — — — 30 — — 30 
Hedging Activity— — — — — — (3)(3)
Balance at September 30, 2022483 $5 159 $(1,995)$3,102 $2,400 $(5)$3,507 
Common
Shares
Common
Stock
Treasury
Shares
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal
Balance at December 31, 2020474 $5 158 $(1,981)$2,959 $2,968 $ $3,951 
Net (loss)— — — — — (53)— (53)
Vesting of restricted stock units1 — — (8)— — — (8)
Stock compensation expense— — — — 23 — — 23 
Stock issued under crewmember stock purchase plan1 — — — 22 — — 22 
Warrants issued under federal support programs— — — — 14 14 
Balance at September 30, 2021476 $5 158 $(1,989)$3,018 $2,915 $ $3,949 
See accompanying notes to condensed consolidated financial statements.
8

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Note 1—Summary of Significant Accounting Policies
Basis of Presentation
JetBlue Airways Corporation ("JetBlue"), provides air transportation services across the United States, the Caribbean, Latin America, Canada, and the United Kingdom. Our condensed consolidated financial statements include the accounts of JetBlue and our subsidiaries which are collectively referred to as “we” or the “Company”. All majority-owned subsidiaries are consolidated on a line by line basis, with all intercompany transactions and balances being eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2021 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Form 10-K").
These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). In our opinion they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States, ("GAAP"), have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading.
Due to the ongoing impacts from the coronavirus ("COVID-19") pandemic, seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, and other factors, our operating results for the periods presented herein are not necessarily indicative of the results that may be expected for other interim periods or the entire fiscal year.
Investment Securities
Investment securities consist of available-for-sale investment securities, held-to-maturity investment securities, and equity investment securities. When sold, we use a specific identification method to determine the cost of the securities.
Available-for-sale investment securities. Our available-for-sale investment securities include investments such as time deposits, commercial paper, and convertible debt securities.
The fair values of these instruments are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the fair value hierarchy. We did not record any material gains or losses on these securities during the three and nine months ended September 30, 2022 or 2021. Refer to Note 7 to our condensed consolidated financial statements for an explanation of the fair value hierarchy structure.
Held-to-maturity investment securities. Our held-to-maturity investment securities consist of investment-grade interest bearing instruments, such as corporate bonds and U.S. Treasury notes, which are stated at amortized cost. We do not intend to sell these investment securities and the contractual maturities are not greater than 24 months. Those with maturities of less than twelve months are included in short-term investments on our consolidated balance sheets. Those with remaining maturities in excess of twelve months are included in long-term investments on our consolidated balance sheets. We did not record any material gains or losses on these securities during the three and nine months ended September 30, 2022 or 2021.
Equity investment securities. Our equity investment securities include investments in common stocks of publicly traded companies which are stated at fair value. We recognized a net unrealized loss of $10 million on these securities during the nine months ended September 30, 2022. An immaterial gain was recorded during the same period in 2021.

9

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The aggregate carrying values of our short-term and long-term investment securities consisted of the following at September 30, 2022 and December 31, 2021 (in millions):
September 30, 2022December 31, 2021
Available-for-sale investment securities
Time deposits$630 $790 
Debt securities11 8 
Commercial paper39 2 
Total available-for-sale investment securities680 800 
Held-to-maturity investment securities
Corporate bonds176 37 
Total held-to-maturity investment securities176 37 
Equity investment securities
Common stock of publicly traded companies11 26 
Total equity investment securities11 26 
Total investment securities$867 $863 
Other Investments
Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC ("JetBlue Ventures") has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of the Financial Accounting Standards Board Accounting Standards Codification (the "FASB Codification"), we account for these investments using a measurement alternative which allows entities to measure these investments at cost, less any impairment, adjusted for changes from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. The carrying amount of these investments was $78 million and $72 million as of September 30, 2022 and December 31, 2021, respectively. We did not record any material gains or losses on these investments during the three and nine months ended September 30, 2022 and 2021.
We have an approximate 10% ownership interest in the TWA Flight Center Hotel at John F. Kennedy International Airport and it is also accounted for under the measurement alternative. The carrying amount of this investment was $14 million as of September 30, 2022 and December 31, 2021.
Equity Method Investments
Investments in which we can exercise significant influence are accounted for using the equity method in accordance with Topic 323, Investments - Equity Method and Joint Ventures of the FASB Codification. The carrying amount of our equity method investments was $39 million and $32 million as of September 30, 2022 and December 31, 2021, respectively, and is included within other assets on our consolidated balance sheets.


10

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 2— Revenue Recognition
The Company categorizes the revenues received from contracts with its customers by revenue source as we believe it best depicts the nature, amount, timing, and uncertainty of our revenue and cash flow. The following table provides the revenues recognized by revenue source for the three and nine months ended September 30, 2022 and 2021 (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Passenger revenue
Passenger travel$2,308 $1,773 $5,959 $3,717 
Loyalty revenue - air transportation107 83 360 196 
Other revenue
Loyalty revenue102 80 287 206 
Other revenue45 36 137 84 
Total revenue$2,562 $1,972 $6,743 $4,203 
TrueBlue® is our customer loyalty program designed to reward and recognize our customers. TrueBlue® points earned from ticket purchases are presented as a reduction to Passenger travel within Passenger revenue. Amounts presented in Loyalty revenue - air transportation represent the revenue recognized when TrueBlue® points have been redeemed and the travel has occurred. Loyalty revenue within Other revenue is primarily comprised of the non-air transportation elements of the sales of our TrueBlue® points.
Contract Liabilities
Our contract liabilities primarily consist of ticket sales for which transportation has not yet been provided, unused credits available to customers, and outstanding loyalty points available for redemption (in millions):
September 30, 2022December 31, 2021
Air traffic liability - passenger travel$1,443 $1,323 
Air traffic liability - loyalty program (air transportation)976 891 
Deferred revenue(1)
547 613 
Total2,966 2,827 
(1) Deferred revenue is included within other accrued liabilities and other liabilities on our consolidated balance sheets.
During the nine months ended September 30, 2022 and 2021, we recognized passenger revenue of $1.2 billion and $468 million, respectively, that was included in passenger travel liability at the beginning of the respective periods.
The Company elected the practical expedient that allows entities to not disclose the amount of the remaining transaction price and its expected timing of recognition for passenger tickets if the contract has an original expected duration of one year or less or if certain other conditions are met. We elected to apply this practical expedient to our contract liabilities relating to passenger travel and ancillary services as our tickets or any related passenger credits generally expire one year from the date of issuance.
TrueBlue® points are combined in one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of the points that were part of the air traffic liability balance at the beginning of the period as well as points that were issued during the period.

11

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The table below presents the activity of the current and non-current air traffic liability for our loyalty program, and includes points earned and sold to participating companies for the nine months ended September 30, 2022 and 2021 (in millions):
Balance at December 31, 2021$891 
TrueBlue® points redeemed
(360)
TrueBlue® points earned and sold
445 
Balance at September 30, 2022$976 
Balance at December 31, 2020$733 
TrueBlue® points redeemed
(196)
TrueBlue® points earned and sold
308 
Balance at September 30, 2021$845 
The timing of our TrueBlue® point redemptions can vary; however, the majority of our points are redeemed within approximately three years of the date of issuance.

Note 3—Long-term Debt, Short-term Borrowings and Finance Lease Obligations
During the nine months ended September 30, 2022, we made payments of $255 million on our outstanding debt and finance lease obligations.
As of September 30, 2022, we pledged aircraft, engines, other equipment, and facilities with a net book value of $6.3 billion as security under various financing arrangements.
At September 30, 2022, scheduled maturities of our long-term debt and finance lease obligations were $100 million for the remainder of 2022, $557 million in 2023, $332 million in 2024, $192 million in 2025, $929 million in 2026, and $1.6 billion thereafter.

12

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The carrying amounts and estimated fair values of our long-term debt, net of debt acquisition costs, at September 30, 2022 and December 31, 2021 were as follows (in millions):
September 30, 2022December 31, 2021
Carrying Value
Estimated Fair Value(1)
Carrying Value
Estimated Fair Value(1)
Public Debt
Fixed rate special facility bonds, due through 2036$42 $41 $42 $45 
Fixed rate enhanced equipment notes:
  2019-1 Series AA, due through 2032519 342 532 442 
  2019-1 Series A, due through 2028162 125 166 150 
2019-1 Series B, due through 202788 94 94 121 
2020-1 Series A, due through 2032567 467 587 634 
2020-1 Series B, due through 2028144 151 153 199 
Non-Public Debt
Fixed rate enhanced equipment notes, due through 202360 59 88 88 
Fixed rate equipment notes, due through 2028495 400 620 706 
Floating rate equipment notes, due through 202864 56 103 99 
Sale-leaseback transactions, due through 2024343 332 347 374 
Unsecured CARES Act Payroll Support Program loan, due through 2030259 134 259 219 
Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031144 73 144 121 
Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031132 67 132 111 
0.50% convertible senior notes due 2026
738 543 736 673 
Total(2)
$3,757 $2,884 $4,003 $3,982 
(1) The estimated fair values of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair value of our non-public debt was estimated using a discounted cash flow analysis based on our borrowing rates for instruments with similar terms and therefore classified as Level 3 in the fair value hierarchy. Refer to Note 7 to our condensed consolidated financial statements for an explanation of the fair value hierarchy structure.
(2) Total excludes finance lease obligations of $2 million and $3 million at September 30, 2022 and December 31, 2021, respectively.
We have financed certain aircraft with Enhanced Equipment Trust Certificates ("EETCs"). One of the benefits of this structure is being able to finance several aircraft at one time, rather than individually. The structure of EETC financing is that we create pass-through trusts in order to issue pass-through certificates. The proceeds from the issuance of these certificates are then used to purchase equipment notes, which are issued by us and secured by our aircraft. These trusts meet the definition of a variable interest entity ("VIE") as defined in Topic 810, Consolidation of the FASB Codification, and must be considered for consolidation in our financial statements. Our assessment of our EETCs considers both quantitative and qualitative factors including the purpose for which these trusts were established and the nature of the risks in each. The main purpose of the trust structure is to enhance the credit worthiness of our debt obligation through certain bankruptcy protection provisions and liquidity facilities, and also to lower our total borrowing cost. We concluded that we are not the primary beneficiary in these trusts because our involvement in them is limited to principal and interest payments on the related notes, the trusts were not set up to pass along variability created by credit risk to us, and the likelihood of our defaulting on the notes. Therefore, we have not consolidated these trusts in our financial statements.

13

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

2022 $3.5 Billion Senior Secured Bridge Facility
On May 16, 2022, we, along with our direct wholly-owned subsidiary, Sundown Acquisition Corp. ("Merger Sub"), commenced a tender offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of Spirit Airlines, Inc. ("Spirit") at $30.00 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which were included as exhibits to the Tender Offer ("TO") Statement on Schedule TO filed with the SEC on May 16, 2022. In connection with the Offer, on May 23, 2022, we executed a commitment letter with Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc. for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion, which was amended and restated on June 11, 2022 to include other lenders that have committed to the facility (BNP Paribas; Credit Suisse AG, New York Branch; Credit Suisse Loan Funding LLC; Credit Agricole Corporate and Investment Bank; Natixis, New York Branch; Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd.). The Offer was terminated concurrently with the entry into the Merger Agreement (as defined below).

In connection with the entry into the Merger Agreement, JetBlue entered into a second amended and restated commitment letter (the "Commitment Letter"), dated July 28, 2022, with Goldman Sachs Bank USA; BofA Securities, Inc.; Bank of America, N.A.; BNP Paribas; Credit Suisse AG, New York Branch; Credit Suisse Loan Funding LLC; Credit Agricole Corporate and Investment Bank; Natixis, New York Branch; Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion to finance the acquisition of Spirit.

As part of the Commitment Letter, we have agreed to pledge, as part of any financing to be provided, certain specified collateral including aircraft and spare engines; rights to certain landing and takeoff slots at Gatwick Airport, John F. Kennedy International Airport, LaGuardia Airport, and Ronald Reagan Washington National Airport; as well as certain assets that comprise the JetBlue brand; and certain rights in the TrueBlue customer loyalty program. As of and for the period ended September 30, 2022 we did not have a balance outstanding or any borrowings thereunder.
Federal Payroll Support Programs
As a result of the adverse economic impact of COVID-19, we have received assistance under various payroll support programs provided by the federal government.
CARES Act — Payroll Support Program
On March 27, 2020, U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). Under the CARES Act, assistance was made available to the aviation industry in the form of direct payroll support (the "Payroll Support Program") and secured loans (the "Loan Program").
On April 23, 2020, we entered into a Payroll Support Program Agreement (the "PSP Agreement") under the CARES Act with the United States Department of the Treasury ("Treasury") governing our participation in the Payroll Support Program. Under the Payroll Support Program, Treasury provided us with a total of approximately $963 million (the "Payroll Support Payments") consisting of $704 million in grants and $259 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until April 23, 2025, and the applicable Secured Overnight Financing Rate ("SOFR") plus 2.00% thereafter until April 23, 2030. The principal amount may be repaid at any time prior to maturity at par. As part of the agreement, JetBlue issued warrants to Treasury to acquire more than 2.7 million shares of our common stock at an exercise price of $9.50 per share.
Consolidated Appropriations Act – Payroll Support Program 2
On January 15, 2021, we entered into a Payroll Support Program Extension Agreement (the "PSP Extension Agreement") with Treasury governing our participation in the federal payroll support program for passenger air carriers under the United States Consolidated Appropriations Act, 2021 (the “Payroll Support Program 2"). Treasury provided us with a total of approximately $580 million (the "Payroll Support 2 Payments") under the program, consisting of $436 million in grants and $144 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until January 15, 2026, and the applicable SOFR plus 2.00% thereafter until January 15, 2031. In consideration for the Payroll Support 2 Payments, we issued warrants to purchase approximately 1.0 million shares of our common stock to Treasury at an exercise price of $14.43 per share.
American Rescue Plan Act – Payroll Support Program 3

14

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

On May 6, 2021, we entered into a Payroll Support 3 Agreement (the "PSP3 Agreement") with Treasury governing our participation in the federal payroll support program for passenger air carriers under Section 7301 of the American Rescue Plan Act of 2021 (the "Payroll Support Program 3"). Treasury provided us with a total of approximately $541 million (the "Payroll Support 3 Payments") under the program, consisting of $409 million in grants and $132 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until May 6, 2026, and the applicable SOFR plus 2.00% thereafter until May 6, 2031. In consideration for the Payroll Support 3 Payments, we issued warrants to purchase approximately 0.7 million shares of our common stock to Treasury at an exercise price of $19.90 per share.
The warrants associated with each of the payroll support programs described above will expire five years after issuance and will be exercisable either through net cash settlement or net share settlement, at our option, in whole or in part at any time.
The carrying values relating to the payroll support grants were recorded within other accrued liabilities and were recognized as a contra-expense within special items on our consolidated statements of operations as the funds were utilized. The relative fair value of the warrants were recorded within additional paid-in capital and reduced the total carrying value of the grants. Proceeds from the payroll support grants and from the issuance of payroll support warrants were classified within operating activities and financing activities, respectively, on our condensed consolidated statements of cash flows. Our funding from all payroll support grants was fully utilized as of September 30, 2021.
The carrying values relating to the unsecured payroll support loans were recorded within long-term debt and finance lease obligations on our consolidated balance sheets. The proceeds from the loans were classified as financing activities on our condensed consolidated statement of cash flows.
CARES Act – Secured Loan Program
Under the CARES Act Loan Program, JetBlue had the ability to borrow up to a total of approximately $1.9 billion from Treasury. We entered into a loan and guarantee agreement (the "Loan Agreement") with Treasury and made an initial drawing of $115 million under the CARES Act Loan Program on September 29, 2020. In connection with this initial drawing, we entered into a warrant agreement with Treasury, pursuant to which we issued warrants to Treasury to purchase approximately 1.2 million shares of our common stock at an exercise price of $9.50 per share. The warrants will expire five years after issuance and will be exercisable either through net cash settlement or net share settlement, at our option, in whole or in part at any time.
On September 15, 2021, the Company repaid the full amount of outstanding borrowings under the Loan Agreement, which, together with accrued interest and fees, totaled approximately $118 million. All obligations under the Loan Agreement, including all pledges of collateral, were terminated in full.

0.50% Convertible Senior Notes due 2026
In March 2021, we completed a private offering for $750 million of 0.50% convertible notes due 2026. The notes are general unsecured senior obligations and will rank equal in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to our existing and future subordinated debt. The notes will effectively rank junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all of our indebtedness and other liabilities. The net proceeds from this offering were approximately $734 million.
Holders of the notes may convert them into shares of our common stock prior to January 1, 2026 only under certain circumstances (such as upon the satisfaction of the sale price condition, the satisfaction of the trading price condition, notice of redemption, or specified corporate events) and thereafter at any time at a rate of 38.5802 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of approximately $25.92 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends and certain issuer tender or exchange offers.
Upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted and, at our election, in shares of our common stock, cash or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation.
We are not required to periodically redeem or retire the notes. We may, at our option, redeem any of the notes for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after April 1, 2024 if

15

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide a notice of redemption to the holders.
We evaluated the conversion feature of this note offering for embedded derivatives in accordance with Topic 815, Derivatives and Hedging of the FASB Codification, and the substantial premium model in accordance with ASC 470, Debt of the FASB Codification. Based on our assessment, separate accounting for the conversion feature of this note offering is not required.
Interest expense recognized during the nine months ended September 30, 2022 was $6 million and included $2 million in amortization of debt issuance costs. During the nine months ended September 30, 2021, interest expense recorded was $4 million and included $2 million in amortization of debt issuance costs.
Short-term Borrowings
Citibank Line of Credit
We have a revolving Credit and Guaranty Agreement with Citibank N.A. as the administrative agent (the "Agent"), for up to $550 million (the “Existing Credit Facility”). The term of the facility runs through August 2023. Borrowings under the Existing Credit Facility bear interest at a variable rate equal to LIBOR, plus a margin. The Existing Credit Facility is secured by aircraft, simulators, and certain other assets. The Existing Credit Facility includes covenants that require us to maintain certain minimum balances in unrestricted cash, cash equivalents, and unused commitments available under revolving credit facilities. In addition, the covenants restrict our ability to, among other things, dispose of certain collateral, or merge, consolidate, or sell assets. As of and for the periods ended September 30, 2022 and December 31, 2021, we did not have a balance outstanding or any borrowings under this line of credit.

On October 21, 2022, JetBlue entered into the Second Amended and Restated Credit and Guaranty Agreement (the “Second Amended and Restated Facility”), amending and restating the Existing Credit Facility. The Second Amended and Restated Facility is among JetBlue, the Agent and the lenders party thereto. The Second Amended and Restated Facility modifies the Existing Credit Facility to, among other things, (i) increase the lending commitments by $50 million, for total lending commitments of $600 million, and (ii) establish the maturity date for the $600 million in lending commitments as October 21, 2024. Borrowings under the Second Amended and Restated Facility bear interest at a variable rate based on the secured overnight financing rate, known as SOFR, plus a margin of 2.00% per annum, or another rate (at JetBlue's election) based on certain market interest rates, plus a margin of 1.00% per annum, in each case with a floor of 0%. JetBlue has not made any drawings under the Second Amended and Restated Facility as of the date of this report.
Morgan Stanley Line of Credit
We have a revolving line of credit with Morgan Stanley for up to approximately $200 million. This line of credit is secured by a portion of our investment securities held by Morgan Stanley and the amount available to us under this line of credit may vary accordingly. This line of credit bears interest at a floating rate based upon LIBOR, plus a margin. As of and for the periods ended September 30, 2022 and December 31, 2021, we did not have a balance outstanding or any borrowings under this line of credit.

16

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4—Earnings (Loss) Per Share
Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from restricted stock units, crewmember purchases made under the Company's crewmember Stock Purchase Plan, convertible notes, warrants issued under various federal payroll support programs, and any other potentially dilutive instruments using the treasury stock and if-converted methods. There were no anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounts for the three months ended September 30, 2022 and 2021. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounts were 1.9 million and 3.5 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.
The following table shows how we computed basic and diluted earnings per common share for the three and nine months ended September 30, 2022 and 2021 (dollars and share data in millions):
Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
Net income (loss)$57 $130 $(386)$(53)
Weighted average basic shares323.9 318.0 322.5 317.3 
Effect of dilutive securities1.1 3.3   
Weighted average diluted shares325.0 321.3 322.5 317.3 
Earnings (loss) per common share
Basic$0.18 $0.41 $(1.20)$(0.17)
Diluted$0.18 $0.40 $(1.20)$(0.17)
Note 5—Crewmember Retirement Plan
We sponsor a retirement savings 401(k) defined contribution plan ("the Plan"), covering all of our crewmembers where we match 100% of our crewmember contributions up to 5% of their eligible wages. The contributions vest over three years and are measured from a crewmember's hire date. Crewmembers are immediately vested in their voluntary contributions.
Another component of the Plan is a Company discretionary contribution of 5% of eligible non-management crewmember compensation, which we refer to as Retirement Plus. Retirement Plus contributions vest over three years and are measured from a crewmember's hire date.
Certain Federal Aviation Administration ("FAA") licensed crewmembers receive an additional contribution of 3% of eligible compensation, which we refer to as Retirement Advantage.
Our pilots receive a non-elective Company contribution of 16% of eligible pilot compensation per the terms of the collective bargaining agreement between JetBlue and the Air Line Pilots Association ("ALPA"), in lieu of the above 401(k) Company matching contribution, Retirement Plus, and Retirement Advantage contributions. The Company's non-elective contribution of 16% of eligible pilot compensation vests after three years of service.
Our non-management crewmembers are eligible to receive profit sharing, calculated as 10% of adjusted pre-tax income before profit sharing and special items up to a pre-tax margin of 18% with the result reduced by Retirement Plus contributions and the equivalent of Retirement Plus contributions for pilots. If JetBlue's resulting pre-tax margin exceeds 18%, non-management crewmembers will receive 20% profit sharing on amounts above an 18% pre-tax margin.
Total 401(k) company match contributions, Retirement Plus, Retirement Advantage, pilot retirement contribution, and profit sharing expensed for the nine months ended September 30, 2022 and 2021 was $186 million and $157 million, respectively.
Note 6—Commitments and Contingencies

17

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Flight Equipment Commitments
As of September 30, 2022, our firm aircraft orders consisted of 63 Airbus A321neo aircraft and 88 Airbus A220 aircraft, scheduled for delivery through 2027. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits as of September 30, 2022 is approximately $245 million for the remainder of 2022, $1.5 billion in 2023, $2.1 billion in 2024, $1.8 billion in 2025, $1.4 billion in 2026, and $1.0 billion thereafter. The amount of committed expenditures stated above represents the current delivery schedule set forth in our Airbus order book as of September 30, 2022.