Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2023 |
Document Transition Report | false |
Entity File Number | 000-49728 |
Entity Registrant Name | JETBLUE AIRWAYS CORP |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 87-0617894 |
Entity Address, Address Line One | 27-01 Queens Plaza North |
Entity Address, City or Town | Long Island City |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11101 |
City Area Code | 718 |
Local Phone Number | 286-7900 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | JBLU |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 333,289,326 |
Entity Central Index Key | 0001158463 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 973 | $ 1,042 |
Investment securities | 409 | 350 |
Receivables, less allowance (2023-$3; 2022-$4) | 329 | 317 |
Inventories, less allowance (2023-$33; 2022-$29) | 97 | 87 |
Prepaid expenses and other | 162 | 120 |
Total current assets | 1,970 | 1,916 |
PROPERTY AND EQUIPMENT | ||
Flight equipment | 12,484 | 11,727 |
Predelivery deposits for flight equipment | 344 | 415 |
Total flight equipment and predelivery deposits, gross | 12,828 | 12,142 |
Less accumulated depreciation | 3,911 | 3,578 |
Total flight equipment and predelivery deposits, net | 8,917 | 8,564 |
Other property and equipment | 1,306 | 1,314 |
Less accumulated depreciation | 784 | 731 |
Total other property and equipment, net | 522 | 583 |
Total property and equipment, net | 9,439 | 9,147 |
OPERATING LEASE ASSETS | 605 | 660 |
OTHER ASSETS | ||
Investment securities | 166 | 172 |
Restricted cash | 149 | 146 |
Intangible assets, less accumulated amortization (2023-$501; 2022-$455) | 346 | 298 |
Other | 737 | 706 |
Total other assets | 1,398 | 1,322 |
TOTAL ASSETS | 13,412 | 13,045 |
CURRENT LIABILITIES | ||
Accounts payable | 691 | 532 |
Air traffic liability | 1,592 | 1,581 |
Accrued salaries, wages and benefits | 574 | 498 |
Other accrued liabilities | 479 | 486 |
Current operating lease liabilities | 115 | 97 |
Current maturities of long-term debt and finance lease obligations | 272 | 554 |
Total current liabilities | 3,723 | 3,748 |
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | 3,729 | 3,093 |
LONG-TERM OPERATING LEASE LIABILITIES | 560 | 639 |
DEFERRED TAXES AND OTHER LIABILITIES | ||
Deferred income taxes | 750 | 770 |
Air traffic liability - non-current | 766 | 738 |
Other | 464 | 494 |
Total deferred taxes and other liabilities | 1,980 | 2,002 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value; 25 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 900 shares authorized, 492 and 486 shares issued and 333 and 327 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 5 | 5 |
Treasury stock, at cost; 159 shares at September 30, 2023 and December 31, 2022 | (1,998) | (1,995) |
Additional paid-in capital | 3,192 | 3,129 |
Retained earnings | 2,217 | 2,424 |
Accumulated other comprehensive income | 4 | 0 |
Total stockholders’ equity | 3,420 | 3,563 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 13,412 | $ 13,045 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3 | $ 4 |
Inventory valuation reserves | 33 | 29 |
Accumulated amortization | $ 501 | $ 455 |
Preferred stock, par value (In dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 492,000,000 | 486,000,000 |
Common stock, shares, outstanding (in shares) | 333,000,000 | 327,000,000 |
Treasury stock, shares (in shares) | 159,000,000 | 159,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues [Abstract] | ||||
Total operating revenues | $ 2,353 | $ 2,562 | $ 7,290 | $ 6,743 |
OPERATING EXPENSES | ||||
Aircraft fuel and related taxes | 678 | 825 | 2,043 | 2,305 |
Salaries, wages and benefits | 790 | 675 | 2,304 | 2,058 |
Landing fees and other rents | 176 | 131 | 499 | 412 |
Depreciation and amortization | 155 | 147 | 462 | 435 |
Aircraft rent | 33 | 30 | 99 | 83 |
Sales and marketing | 80 | 81 | 237 | 216 |
Maintenance, materials and repairs | 168 | 178 | 512 | 492 |
Other operating expenses | 396 | 343 | 1,129 | 1,026 |
Special items | 33 | 13 | 168 | 57 |
Total operating expenses | 2,509 | 2,423 | 7,453 | 7,084 |
OPERATING INCOME (LOSS) | (156) | 139 | (163) | (341) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (53) | (44) | (145) | (121) |
Interest income | 24 | 11 | 64 | 24 |
Gain (loss) on investments, net | 0 | 0 | 6 | (4) |
Other | 11 | (1) | 14 | (1) |
Total other expense | (18) | (34) | (61) | (102) |
INCOME (LOSS) BEFORE INCOME TAXES | (174) | 105 | (224) | (443) |
Income tax benefit (expense) | 21 | (48) | 17 | 57 |
NET INCOME (LOSS) | $ (153) | $ 57 | $ (207) | $ (386) |
EARNINGS (LOSS) PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ (0.46) | $ 0.18 | $ (0.63) | $ (1.20) |
Diluted (in dollars per share) | $ (0.46) | $ 0.18 | $ (0.63) | $ (1.20) |
Passenger | ||||
Revenues [Abstract] | ||||
Total operating revenues | $ 2,201 | $ 2,415 | $ 6,842 | $ 6,319 |
Other | ||||
Revenues [Abstract] | ||||
Total operating revenues | $ 152 | $ 147 | $ 448 | $ 424 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (153) | $ 57 | $ (207) | $ (386) |
Changes in fair value of available-for-sale securities and derivative instruments, net of reclassifications into earnings, net of taxes of $4 and $2 in 2023 and 2022, respectively. | 10 | (3) | 4 | (5) |
Total other comprehensive income (loss) | 10 | (3) | 4 | (5) |
COMPREHENSIVE INCOME (LOSS) | $ (143) | $ 54 | $ (203) | $ (391) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), tax | $ 4 | $ 2 | $ 3 | $ 2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (207) | $ (386) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Deferred income taxes | (20) | (51) | |
Depreciation | 414 | 396 | |
Amortization | 48 | 39 | |
Impairment of long-lived asset | 0 | 5 | |
Stock-based compensation | 31 | 25 | |
Changes in certain operating assets and liabilities | 230 | 300 | |
Other, net | (10) | (7) | |
Net cash provided by operating activities | 486 | 321 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (750) | (483) | |
Predelivery deposits for flight equipment | (23) | (116) | |
Purchase of held-to-maturity investments | (64) | (142) | |
Purchase of available-for-sale securities | (435) | (470) | |
Proceeds from the sale/maturity of held-to-maturity investments | 9 | 2 | |
Proceeds from the sale of available-for-sale securities | 437 | 589 | |
Payment for Spirit Airlines acquisition | (98) | (25) | |
Other, net | (3) | (2) | |
Net cash used in investing activities | (927) | (647) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 78 | 0 | |
Proceeds from sale-leaseback transactions | 523 | 0 | |
Proceeds from issuance of common stock | 31 | 29 | |
Repayment of long-term debt and finance lease obligations | (254) | (255) | |
Acquisition of treasury stock | (3) | (6) | |
Other, net | 0 | (35) | |
Net cash provided by (used in) financing activities | 375 | (267) | |
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (66) | (593) | |
Cash, cash equivalents and restricted cash at beginning of period | 1,188 | 2,077 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 1,122 | 1,484 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash payments for interest | 39 | 86 | |
Cash proceeds from income tax refunds (net of payments) | (50) | (95) | |
NON-CASH TRANSACTIONS | |||
Operating lease assets obtained under operating leases | 14 | 61 | |
Cash and cash equivalents | 973 | 1,401 | |
Restricted cash | [2] | 149 | 83 |
Total cash, cash equivalents and restricted cash | [1] | $ 1,122 | $ 1,484 |
[1] (1) Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets: |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock Issued | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 478 | |||||
Beginning balance at Dec. 31, 2021 | $ 3,849 | $ 5 | $ (1,989) | $ 3,047 | $ 2,786 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (386) | (386) | ||||
Other comprehensive income (loss) | (5) | (5) | ||||
Vesting of restricted stock units (in shares) | 2 | 1 | ||||
Vesting of restricted stock units | (6) | $ (6) | ||||
Stock compensation expense | 25 | 25 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 3 | |||||
Stock issued under crewmember stock purchase plan | 30 | 30 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 483 | |||||
Ending balance at Sep. 30, 2022 | 3,507 | $ 5 | $ (1,995) | 3,102 | 2,400 | (5) |
Ending balance (in shares) at Sep. 30, 2022 | 159 | |||||
Beginning balance (in shares) at Jun. 30, 2022 | 482 | |||||
Beginning balance at Jun. 30, 2022 | 3,446 | $ 5 | $ (1,995) | 3,095 | 2,343 | (2) |
Beginning balance (in shares) at Jun. 30, 2022 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 57 | 57 | ||||
Other comprehensive income (loss) | (3) | (3) | ||||
Vesting of restricted stock units (in shares) | 1 | 1 | ||||
Vesting of restricted stock units | 0 | |||||
Stock compensation expense | 7 | 7 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 483 | |||||
Ending balance at Sep. 30, 2022 | $ 3,507 | $ 5 | $ (1,995) | 3,102 | 2,400 | (5) |
Ending balance (in shares) at Sep. 30, 2022 | 159 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 327 | 486 | ||||
Beginning balance at Dec. 31, 2022 | $ 3,563 | $ 5 | $ (1,995) | 3,129 | 2,424 | 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 159 | 159 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (207) | (207) | ||||
Other comprehensive income (loss) | 4 | 4 | ||||
Vesting of restricted stock units (in shares) | 1 | |||||
Vesting of restricted stock units | (3) | $ (3) | ||||
Stock compensation expense | 31 | 31 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 5 | |||||
Stock issued under crewmember stock purchase plan | $ 32 | 32 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 333 | 492 | ||||
Ending balance at Sep. 30, 2023 | $ 3,420 | $ 5 | $ (1,998) | 3,192 | 2,217 | 4 |
Ending balance (in shares) at Sep. 30, 2023 | 159 | 159 | ||||
Beginning balance (in shares) at Jun. 30, 2023 | 492 | |||||
Beginning balance at Jun. 30, 2023 | $ 3,554 | $ 5 | $ (1,998) | 3,183 | 2,370 | (6) |
Beginning balance (in shares) at Jun. 30, 2023 | 159 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (153) | (153) | ||||
Other comprehensive income (loss) | 10 | 10 | ||||
Stock compensation expense | $ 9 | 9 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 333 | 492 | ||||
Ending balance at Sep. 30, 2023 | $ 3,420 | $ 5 | $ (1,998) | $ 3,192 | $ 2,217 | $ 4 |
Ending balance (in shares) at Sep. 30, 2023 | 159 | 159 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 Europe. 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 2022 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). These condensed consolidated financial statements are unaudited and have been prepared in accordance with 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 included herein are adequate to make the information presented not misleading. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company categorizes revenue 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 revenue recognized by revenue source for the three and nine months ended September 30, 2023 and 2022 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Passenger revenue Passenger travel $ 2,087 $ 2,308 $ 6,402 $ 5,959 Loyalty revenue - air transportation 114 107 440 360 Other revenue Loyalty revenue 104 102 308 287 Other revenue 48 45 140 137 Total revenue $ 2,353 $ 2,562 $ 7,290 $ 6,743 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 revenue recognized when TrueBlue ® points have been redeemed and travel has occurred. Loyalty revenue within other revenue is primarily comprised of non-air transportation elements of the sale of 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, 2023 December 31, 2022 Air traffic liability - passenger travel $ 1,279 $ 1,291 Air traffic liability - loyalty program (air transportation) 1,045 1,000 Deferred revenue (1) 492 530 Total $ 2,816 $ 2,821 (1) Deferred revenue is included within other accrued liabilities and other liabilities on our consolidated balance sheets. During the nine months ended September 30, 2023 and 2022, we recognized passenger rev enue o f $1.2 billion that was included in passenger travel liability at the beginning of the respective periods. TrueBlue ® points are combined into one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of 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. 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, 2023 and 2022 (in millions): Balance at December 31, 2022 $ 1,000 TrueBlue ® points redeemed (440) TrueBlue ® points earned and sold 485 Balance at September 30, 2023 $ 1,045 Balance at December 31, 2021 $ 891 TrueBlue ® points redeemed (360) TrueBlue ® points earned and sold 445 Balance at September 30, 2022 $ 976 The timing of our TrueBlue ® point redemptions can vary; however, the majority of points are redeemed within approximately three years of the date of issuance. |
Long-term Debt, Short-term Borr
Long-term Debt, Short-term Borrowings and Finance Lease Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Short-term Borrowings and Finance Lease Obligations | Long-term Debt, Short-term Borrowings and Finance Lease Obligations During the nine months ended September 30, 2023, we made principal payments of $254 million on our outstanding debt and finance lease obligations. At September 30, 2023, we had 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, 2023, scheduled maturities of our long-term debt and finance lease obligations were as follows (in millions): Year Total Remainder of 2023 $ 87 2024 265 2025 234 2026 975 2027 223 2028 and thereafter 2,217 Total $ 4,001 The carrying amounts and estimated fair values of our long-term debt, net of debt acquisition costs, at September 30, 2023 and December 31, 2022 were as follows (in millions): September 30, 2023 December 31, 2022 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 $ 43 Fixed rate enhanced equipment notes: 2019-1 Series AA, due through 2032 491 350 504 345 2019-1 Series A, due through 2028 153 126 157 124 2019-1 Series B, due through 2027 76 80 82 87 2020-1 Series A, due through 2032 526 451 546 457 2020-1 Series B, due through 2028 126 133 135 142 Non-Public Debt Fixed rate enhanced equipment notes, due through 2023 — — 61 60 Fixed rate equipment notes, due through 2028 342 280 447 422 Floating rate equipment notes, due through 2030 (2) 113 95 56 49 Sale-leaseback transactions, due through 2035 854 621 341 329 Unsecured CARES Act Payroll Support Program loan, due through 2030 259 132 259 126 Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 144 71 144 68 Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 132 65 132 62 Convertible senior notes due 2026 742 572 739 534 Total (3) $ 4,000 $ 3,017 $ 3,645 $ 2,848 (1) The estimated fair va lues of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair values of our non-public debt are 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 for an explanation of the fair value hierarchy structure. (2) Floating rate debt is equal to Secured Overnight Financing Rate ( “ SOFR”), plus an applicable margin. (3) Total excludes finance lease obligations of $1 million and $2 million at September 30, 2023 and December 31, 2022, 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 are secured by our aircraft. These trusts meet the definition of a variable interest entity ( “ VIE”), as defined in Topic 810, Consolidation of the Financial Accounting Standards Board ( “ 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 creditworthiness 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. Equipment Notes In April 2023, JetBlue entered into an agreement to finance certain aircraft for an aggregate principal amount of $78 million, bearing interest at a floating rate of SOFR plus a margin. Debt incurred under the agreement matures in 2030, with principal and interest payable quarterly in arrears. 2023 Sale-Leaseback Transactions During the nine months ended September 30, 2023, we entered into $523 million of sale-leaseback transactions. These transactions did not qualify as sales for accounting purposes. The assets associated with these transactions remain on our consolidated balance sheets within property and equipment and the related liabilities under the lease are classified within debt and finance leases obligations. These transactions are treated as cash from financing activities on our condensed consolidated statements of cash flows. Short-term Borrowings Citibank Line of Credit On October 21, 2022, JetBlue entered into the $600 million Second Amended and Restated Credit and Guaranty Agreement (the “ Second Amended and Restated Facility”), amending and restating the Company's existing $550 million credit facility. The Second Amended and Restated Facility is among JetBlue, Citibank N.A., as administrative agent, and the lenders party thereto. Borrowings under the Second Amended and Restated Facility bear interest at a variable rate based on 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%. The Second Amended and Restated Facility is secured by spare parts, aircraft, simulators, and certain other assets as permitted thereunder. The Second Amended and Restated 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. On October 17, 2023, JetBlue further amended the Second Amended and Restated Facility to, among other things, extend the maturity date to October 21, 2025. As of and for the periods ended September 30, 2023 and December 31, 2022, we did not have a balance outstanding or any borrowings under this line of credit. Morgan Stanley Line of Credit We have a revolving line of credit with Morgan Stanley for up to approximately $200 million. As of and for the periods ended September 30, 2023 and December 31, 2022, we did not have a balance outstanding or any borrowings under this line of credit. 2022 $3.5 Billion Senior Secured Bridge Facility In connection with the entry into the Merger Agreement, as defined in Note 12, 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 Airlines, Inc. (“Spirit”). As of and for the periods ended September 30, 2023 and December 31, 2022, we did not have a balance outstanding or any borrowings under this facility. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated similarly but includes potential dilution from restricted stock units, the 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. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings (loss) per share amounts w ere 2.7 million for the three months ended September 30, 2023. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings (loss) per share amounts w ere 2.0 million and 1.9 million for the nine months ended September 30, 2023 and September 30, 2022, respectively . The following table shows how we computed earnings (loss) per common share for the three and nine months ended September 30, 2023 and 2022 (dollars and share data in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) $ (153) $ 57 $ (207) $ (386) Weighted average basic shares 333.3 323.9 331.0 322.5 Effect of dilutive securities — 1.1 — — Weighted average diluted shares $ 333.3 325.0 $ 331.0 322.5 Earnings (loss) per common share Basic $ (0.46) $ 0.18 $ (0.63) $ (1.20) Diluted $ (0.46) $ 0.18 $ (0.63) $ (1.20) |
Crewmember Retirement Plan
Crewmember Retirement Plan | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Crewmember Retirement Plan | 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. Employer contributions vest after three years and are measured from a crewmember's hire date whereas crewmember contributions are vested immediately. 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 after three years and are measured from the non-management 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 finalized 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 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, Retirement Plus , Retirement Advantage , pilot retirement contribution, and profit sharing expensed for the three months ended September 30, 2023 and 2022 was $75 million and $61 million, respectively and for the nine months ended September 30, 2023 and 2022 was $213 million and $186 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Flight Equipment Commitments As of September 30, 2023, our committed expenditures for aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, is set forth in the table below (in millions): Flight equipment commitments (1) Year Total Remainder of 2023 (2) $ 1,005 2024 (2) 2,188 2025 1,701 2026 1,334 2027 987 Total $ 7,215 (1) The timing of these commitments is based on our contractual agreements and may be subject to change based on modifications to contractual agreements or changes in the delivery schedules. (2) Refer to the note in the flight equipment delivery table below for our 2023 and 2024 capacity planning assumptions. As of September 30, 2023 , our firm aircraft orders included the following aircraft: Flight equipment deliveries (1) Year Airbus A321neo Airbus A220 Total Remainder of 2023 (2) 6 13 19 2024 (2) 13 30 43 2025 11 24 35 2026 12 14 26 2027 14 — 14 Total (3) 56 81 137 (1) The aircraft orders stated above represents the current delivery schedule set forth in our Airbus order book as of September 30, 2023 . (2) Due to Airbus delivery delays, our full-year 2023 capacity planning assumes delivery of 10 A220, three A321neo, and four A321neo LR aircraft, of which 11 have been delivered through September 30, 2023 . In 2024, our current planning assumption is 20 A220, six A321neo, and two A321neo LR aircraft. (3) In addition, we have options to purchase an additional 20 A220-300 aircraft. Other Commitments and Contingencies We utilize several credit card processors to process our ticket sales. Our agreements with these processors do not contain covenants, but do generally allow the processor to withhold cash reserves to protect the processor from potential liability for tickets purchased, but not yet used for travel. While we currently do not have any collateral requirements related to our credit card processors, we may be required to issue collateral to our credit card processors, or other key business partners, in the future. As of September 30, 2023, we had $53 million in assets serving as collateral for letters of credit relating to a certain number of our leases, which will expire at the end of the related lease terms. We also had a $65 million letter of credit relating to our 5% ownership in JFK Millennium Partner LLC ( “ JMP ”) , a private entity that will finance, develop, and operate John F. Kennedy International Airport ( “ JFK ” ) Terminal 6. The letters of credit are included in restricted cash on the consolidated balance sheets. Additionally, we had $31 million pledged related to our workers' compensation insurance policies and other business partner agreements, which will expire according to the terms of the related policies or agreements. Except for our pilots and inflight crewmembers who are represented by the ALPA and the Transport Workers Union of America ( “ TWU ” ), respectively, our other frontline crewmembers do not have third party representation. Air Line Pilots Association In April 2021, ALPA, on behalf of the JetBlue pilot group, filed a grievance relating to the Northeast Alliance Agreement ( “ NEA ” ), an expanded codeshare and marketing alliance between JetBlue and American Airlines, Inc. ( “ American ” ) at four northeast airports. ALPA claims that in entering the NEA, JetBlue violated certain scope clauses as contained in the pilots’ ALPA collective bargaining agreement. As a result of the mediation process, the parties agreed to certain changes to the collective bargaining agreement. The agreement was ratified by the JetBlue pilot group in April 2022. In January 2023, JetBlue pilots approved a two-year contract extension effective March 1, 2023, which included a ratification payment and adjustments to paid-time-off accruals resulting from pay rate increases of $95 million. This was recorded as an expense within special items in the first quarter of 2023. An additional $8 million was recorded within special items in the third quarter of 2023 for paid-time-off accrual adjustments resulting from pay rate increases. International Association of Machinists and Aerospace Workers In September 2022, the International Association of Machinists and Aerospace Workers filed for an election to unionize our ground operations crewmembers. In February 2023, our crewmembers voted to maintain our direct relationship rather than to unionize. We enter into individual employment agreements with each of our non-unionized FAA-licensed crewmembers, which include dispatchers, technicians, and inspectors, as well as air traffic controllers. Each employment agreement is for a term of five years and automatically renews for an additional five years unless either the crewmember or we elect not to renew it by giving at least 90 days' notice before the end of the relevant term. Pursuant to these agreements, these crewmembers can only be terminated for cause. In the event of a downturn in our business that would require a reduction in work hours, we are obligated to pay these crewmembers a guaranteed level of income and to continue their benefits if they do not obtain other aviation employment. Legal Matters Occasionally, we are involved in various claims, lawsuits, regulatory examinations, investigations and other legal matters involving suppliers, crewmembers, customers, and governmental agencies, arising, for the most part, in the ordinary course of business. The outcome of litigation and other legal matters is always uncertain. The Company believes it has valid defenses to the legal matters currently pending against it, is defending itself vigorously, and has recorded accruals determined in accordance with GAAP, where appropriate. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity, or financial condition. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on our operations or financial condition. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by, or in excess of, our insurance coverage could materially adversely affect our consolidated results of operations, liquidity, or financial condition. In July 2020, JetBlue and American entered into the NEA which was designed to optimize our respective networks at JFK, LaGuardia, Newark, and Boston. Following review and agreement by the Department of Transportation (“DOT”), JetBlue and American began implementing the NEA in July 2021. On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American seeking to enjoin the NEA, alleging that it violates Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA. On July 5, 2023, we announced that we do not plan to appeal the court’s determination that the NEA cannot continue as currently crafted, and instead had initiated a wind down of the NEA. On July 14, 2023, JetBlue and American announced that beginning on July 21, 2023, JetBlue customers will no longer be able to book new codeshare bookings on American and vice versa. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction (“Final Injunction”). The Final Injunction, which took effect on August 18, 2023, sets forth, among other things, provisions for the prompt and certain termination of the NEA, including applicable dates for the termination of JetBlue and American Airlines' revenue-sharing arrangements and procedures governing the termination of any remaining slot-sharing agreements. Pursuant to the Final Injunction, JetBlue and American Airlines may not enter into any new alliance, partnership, joint venture, or other agreement with each other, if such agreement provides for revenue sharing, or for coordination of routes or capacity, in a manner substantially similar to the NEA for a period of ten years following the effectiveness of the Final Injunction. On September 25, 2023, American filed an appeal of the court's ruling. The wind down of the NEA could result in a disruption to our business, require us to incur additional costs and ultimately have an adverse impact on our business, financial condition and results of operations . In December 2022 and February 2023, four putative class actions lawsuits were filed in the United States District Court for the Eastern District of New York and the United States District Court for the District of Massachusetts, respectively, alleging that the NEA violates Sections 1 and 2 of the Sherman Act. Among other things, plaintiffs seek monetary damages on behalf of a putative class of direct purchasers of airline tickets from JetBlue and American and, depending on the specific case, other airlines on flights to or from four airports (JFK, LaGuardia Airport, Newark Liberty International Airport, and Boston Logan International Airport) from July 16, 2020 through the present. Plaintiffs in these actions also seek to enjoin the NEA. JetBlue believes these lawsuits are without merit and has moved to dismiss the claims. We are also subject to a number of legal proceedings initiated by individual consumers, the Department of Justice and Attorneys General in six states and the District of Columbia alleging that our pending acquisition of Spirit violates Section 7 of the Clayton Act. For more information, see Note 12. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Under Topic 820, Fair Value Measurement of the FASB Accounting Standards Codification, (the “Codification”) disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows: Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - quoted prices in active markets for similar assets and liabilities, and other inputs that are observable directly or indirectly for the asset or liability; or Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of our assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 612 $ — $ — $ 612 Available-for-sale investment securities — 330 13 343 Aircraft fuel derivatives — 13 — 13 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 665 $ — $ — $ 665 Available-for-sale investment securities — 324 13 337 Equity investment securities 8 — — 8 Aircraft fuel derivatives — 3 — 3 Refe r to Note 3 for fair value information related to our outstanding debt obligations as of September 30, 2023 and December 31, 2022. Cash equivalents Our cash equivalents include money market securities and time deposits, which are readily convertible into cash, have maturities of three months or less when purchased, and are considered to be highly liquid and easily tradable. The money market securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. 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 time deposits and commercial paper are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The fair values of convertible debt securities are based on unobservable inputs and are classified as Level 3 in the hierarchy. Equity investment securities Our equity investment securities include investments in common stocks of publicly traded companies. The fair values of these instruments are classified as Level 1 in the hierarchy as they are based on unadjusted quoted prices in active markets for identical assets. We did not have any material equity investment securities as of September 30, 2023. Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC (“JBV”), has equity investments in emerging companies that do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of 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. Aircraft fuel derivatives Our aircraft fuel derivatives include call spread options which are not traded on public exchanges. Their fair values are determined using a market approach based on inputs that are readily available from public markets for commodities and energy trading activities; therefore, they are classified as Level 2 inputs. The data inputs are combined into qualitative models and processes to generate forward curves and volatility related to the specific terms of the underlying hedge contracts. Held-to-maturity investment securities Our held-to-maturity investment securities consist of corporate bonds, which are stated at amortized cost. If the corporate bonds were measured at fair value, they would be classified as Level 2 in the fair value hierarchy, based on quoted prices in active markets for similar securities. We do not intend to sell these investment securities. Those securities that will mature in twelve months or less are included in short-term investments on our consolidated balance sheets. Those securities with remaining maturities greater than twelve months are included in long-term investments on our consolidated balance sheets. The carrying value and estimated fair value of our held-to-maturity investment securities, were as follows (in millions): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Held-to-maturity investment securities $ 232 $ 225 $ 177 $ 170 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments in Debt Securities Investments in debt securities consist of available-for-sale investment securities and held-to-maturity investment securities. When sold, we use a specific identification method to determine the cost of the securities. Refer to Note 7 for an explanation of the fair value hierarchy structure. Available-for-sale investment securities. We recorded a net realized gain of $1 million in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2023. We did not record any material gains or losses on these securities during the three months ended September 30, 2023 or the three and nine months ended September 30, 2022. Held-to-maturity investment securities. We did not record any material gains or losses on held-to-maturity investment securities during the three and nine months ended September 30, 2023 and 2022. The aggregate carrying values of our short-term and long-term debt investment securities consisted of the following at September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Available-for-sale investment securities Time deposits $ 330 $ 285 Commercial paper — 39 Debt securities 13 13 Total available-for-sale investment securities 343 337 Held-to-maturity investment securities Corporate bonds 232 177 Total held-to-maturity investment securities 232 177 Total investments in debt securities $ 575 $ 514 Investments in Equity Securities 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 were $47 million and $38 million as of September 30, 2023 and December 31, 2022, respectively, and is included within other assets on our consolidated balance sheets. We did not record any material gains or losses on these investments during the three and nine months ended September 30, 2023. We did not record any material gains or losses during the three months ended September 30, 2022. We recognized a gain of $5 million on one of our equity method investments related to its issuance of additional shares upon the closing of a subsequent financing round in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2022. Our share of our equity method investees’ financial results is included in other income on our consolidated statement of operations. We partnered with JMP to finance, develop, and operate JFK Terminal 6. In exchange of this partnership, we committed a letter of credit as discussed further in Note 6. We exercise significant influence over this transaction, which is accounted for under the equity method. Other Investments Our equity investment securities include investments in common stocks of publicly traded companies which are stated at fair value. We had an immaterial carrying amount of equity investment securities as of September 30, 2023 and a carrying amount of $8 million as of December 31, 2022 recorded within investment securities in the current asset section of our consolidated balance sheet. We recognized a net realized gain of $6 million on our equity investment securities primarily related to the sale of one of our equity investments in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2023. We recognized a net unrealized loss of $8 million in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2022. JBV has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of the FASB Codification, we account for these investments using a measurement alternative that 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, which is included within other assets on our consolidated balance sheet, was $92 million and $83 million as of September 30, 2023 and December 31, 2022, respectively. We recognized an impairment loss of $1 million in gain (loss) on investment, net on our consolidated statement of operations during the three and nine months ended September 30, 2023. We did not record any material gains or losses during the three months ended September 30, 2022. We recognized an unrealized gain of $1 million in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2022. |
Financial Derivative Instrument
Financial Derivative Instruments and Risk Management | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivative Instruments and Risk Management | Financial Derivative Instruments and Risk Management As part of our risk management techniques, we periodically purchase over the counter energy derivative instruments to manage our exposure to the effect of changes in the price of aircraft fuel. Prices for the underlying commodities have historically been highly correlated to aircraft fuel, making derivatives of them effective at providing short-term protection against sharp increases in average fuel prices. We do not hold or issue any derivative financial instruments for trading purposes. Aircraft Fuel Derivatives We attempt to obtain cash flow hedge accounting treatment for each fuel derivative that we enter into. This treatment is provided for under the Derivatives and Hedging topic of the FASB Codification, which allows for gains and losses on the effective portion of qualifying hedges to be deferred until the underlying planned aircraft fuel consumption occurs, rather than recognizing the gains and losses on these instruments into earnings during each period they are outstanding. The effective portion of realized fuel hedging derivative gains and losses is recognized in aircraft fuel expense in the period during which the underlying fuel is consumed. Ineffectiveness occurs, in certain circumstances, when the change in the total fair value of the derivative instrument differs from the change in the value of our expected future cash outlays for the purchase of aircraft fuel. If a hedge does not qualify for hedge accounting, the periodic changes in its fair value are also recognized in interest income and other. When aircraft fuel is consumed and the related derivative contract settles, any gain or loss previously recorded in other comprehensive income is recognized in aircraft fuel expense. All cash flows related to our fuel hedging derivatives are classified as operating cash flows. Our current approach to fuel hedging is to enter into hedges on a discretionary basis. We view our hedge portfolio as a form of insurance to help mitigate the impact of price volatility and protect us against severe spikes in oil prices, when possible. The following table illustrates the approximate hedged percentages of our projected fuel usage by quarter as of September 30, 2023 related to our outstanding fuel hedging contracts that were designated as cash flow hedges for accounting purposes. Aircraft fuel call option spread agreements Fourth Quarter 2023 31 % The table below reflects quantitative information related to our derivative instruments and where these amounts are recorded in our financial statements (dollar amounts in millions): September 30, 2023 December 31, 2022 Fuel Derivatives Asset fair value recorded in prepaid expense and other current assets 13 3 Longest remaining term (months) 3 3 Hedged volume (barrels, in thousands) 1,590 450 Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months $ 9 $ (2) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fuel Derivatives Hedge effectiveness gains recognized in aircraft fuel expense $ 7 $ — $ 3 $ — Hedge gains (losses) on derivatives recognized in comprehensive income $ 21 $ (3) $ 10 $ (3) Percentage of actual consumption economically hedged 30 % — % 23 % — % Any outstanding derivative instrument exposes us to credit loss in connection with our fuel contracts in the event of nonperformance by the counterparties to our agreements, but we do not expect that any of our counterparties will fail to meet their obligations. The amount of such credit exposure is generally the fair value of our outstanding contracts for which we are in a receivable position. To manage credit risks we select counterparties based on credit assessments, limit our overall exposure to any single counterparty, and monitor the market position with each counterparty. Some of our agreements require cash deposits from either JetBlue or our counterparty if market risk exposure exceeds a specified threshold amount. We have master netting arrangements with our counterparties allowing us the right of offset to mitigate credit risk in derivative transactions. The financial derivative instrument agreements we have with our counterparties may require us to fund all, or a portion of, outstanding loss positions related to these contracts prior to their scheduled maturities. The amount of collateral posted, if any, is periodically adjusted based on the fair value of the hedge contracts. Our policy is to offset the liabilities represented by these contracts with any cash collateral paid to the counterparties. There were no offsetting derivative instruments as of September 30, 2023 and December 31, 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) includes changes in fair value of our aircraft fuel derivatives which qualify for hedge accounting and unrealized gain (loss) on available-for-sale securities. A roll-forward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the three months ended September 30, 2023 and 2022 is as follows (in millions): Aircraft fuel derivatives Available-for-sale securities Total Balance of accumulated loss, at June 30, 2023 $ (5) $ (1) $ (6) Reclassifications into earnings, net of taxes of $(2) (1) (5) — (5) Change in fair value, net of taxes of $6 15 — 15 Balance of accumulated gain (loss), at September 30, 2023 $ 5 $ (1) $ 4 Balance of accumulated loss, at June 30, 2022 $ — $ (2) $ (2) Reclassifications into earnings, net of taxes $0 (1) — — — Change in fair value, net of taxes of $2 (3) — (3) Balance of accumulated loss, at September 30, 2022 $ (3) $ (2) $ (5) (1) Reclassified to aircraft fuel expense. A roll-forward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the nine months ended September 30, 2023 and 2022 is as follows (in millions): Aircraft fuel derivatives Available-for-sale securities Total Balance of accumulated income (loss), at December 31, 2022 $ 1 $ (1) $ — Reclassifications into earnings, net of taxes of $(1) (1) (2) — (2) Change in fair value, net of taxes of $4 6 — 6 Balance of accumulated income (loss), at September 30, 2023 $ 5 $ (1) $ 4 Balance of accumulated income (loss), at December 31, 2021 $ — $ — $ — Reclassifications into earnings, net of taxes $0 (1) — — — Change in fair value, net of taxes of $2 (3) (2) (5) Balance of accumulated loss, at September 30, 2022 $ (3) $ (2) $ (5) |
Special Items
Special Items | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Special Items | Special Items The following is a listing of special items presented on our consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Special Items Spirit acquisition costs (1) $ 25 $ 11 $ 64 $ 18 Union contract costs (2) 8 — 104 32 Embraer E190 fleet transition (3) — 2 — 7 Total $ 33 $ 13 $ 168 $ 57 (1) Spirit acquisition costs primarily relate to consulting, professional and legal fees . (2) Union contract costs primarily relate to pilot ratification payments and adjustments to paid-time-off accruals resulting from pay rate increases. See Note 6 for further discussion. |
Entry into Merger Agreement wit
Entry into Merger Agreement with Spirit | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Entry into Merger Agreement with Spirit | Entry into Merger Agreement with Spirit As previously disclosed, on July 28, 2022, JetBlue entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spirit and Sundown Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of JetBlue (“Merger Sub”), pursuant to which and subject to the terms and conditions therein, Merger Sub will merge with and into Spirit, with Spirit continuing as the surviving corporation (the “Merger”). As a result of the Merger, each existing share (“Share”) of Spirit’s common stock, par value $0.0001 per share, will be converted at the effective time of the Merger into the right to receive an amount in cash per Share, without interest, equal to (a) $33.50 minus (b) (i) to the extent paid, an amount in cash equal to $2.50 per Share and (ii) the lesser of (A) $1.15 and (B) the product of (1) $0.10 multiplied by (2) the number of Additional Prepayments (as defined below) paid prior to the date of the closing of the Merger (the “Closing Date”) (such amount in subclause (B), the “Aggregate Additional Prepayment Amount”). On or prior to the last business day of each calendar month commencing after December 31, 2022, until the earlier of (a) the Closing Date and (b) the termination of the Merger Agreement in accordance with its terms, JetBlue will pay or cause to be paid to the holders of record of outstanding Shares as of a date not more than five The Closing is subject to the satisfaction or waiver of certain closing conditions, including, among other things, the receipt of Spirit stockholder approval, which was obtained on October 19, 2022, the receipt of applicable regulatory approvals, and the absence of any law or order prohibiting the consummation of the transactions. Spirit, JetBlue, and Merger Sub each make certain customary representations, warranties and covenants, as applicable, in the Merger Agreement, and the Merger Agreement contains certain termination rights for JetBlue and Spirit which, in certain cases, will result in the payment of termination fees by JetBlue or Spirit, as applicable. Refer to Note 3 for further detail of the $3.5 billion Senior Secured Bridge Facility issued to fund the purchase of Spirit. On November 3, 2022, 25 individual consumers filed suit in the U.S. District Court for the Northern District of California against JetBlue and Spirit seeking to enjoin the Merger, alleging that it violates Section 7 of the Clayton Act (the “Private Merger Lawsuit”). The lawsuit also seeks to enjoin the NEA. On March 7, 2023, the U.S. Department of Justice, along with the Attorneys General of two states and the District of Columbia filed suit in the U.S. District Court for the District of |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (153) | $ 57 | $ (207) | $ (386) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation JetBlue Airways Corporation (“JetBlue”) provides air transportation services across the United States, the Caribbean, Latin America, Canada, and Europe. 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 2022 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). These condensed consolidated financial statements are unaudited and have been prepared in accordance with 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 included herein are adequate to make the information presented not misleading. |
Cash equivalents | Cash equivalents Our cash equivalents include money market securities and time deposits, which are readily convertible into cash, have maturities of three months or less when purchased, and are considered to be highly liquid and easily tradable. The money market securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. |
Investment in Debt 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 time deposits and commercial paper are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The fair values of convertible debt securities are based on unobservable inputs and are classified as Level 3 in the hierarchy. Equity investment securities Our equity investment securities include investments in common stocks of publicly traded companies. The fair values of these instruments are classified as Level 1 in the hierarchy as they are based on unadjusted quoted prices in active markets for identical assets. We did not have any material equity investment securities as of September 30, 2023. Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC (“JBV”), has equity investments in emerging companies that do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of 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. Aircraft fuel derivatives Our aircraft fuel derivatives include call spread options which are not traded on public exchanges. Their fair values are determined using a market approach based on inputs that are readily available from public markets for commodities and energy trading activities; therefore, they are classified as Level 2 inputs. The data inputs are combined into qualitative models and processes to generate forward curves and volatility related to the specific terms of the underlying hedge contracts. Held-to-maturity investment securities Our held-to-maturity investment securities consist of corporate bonds, which are stated at amortized cost. If the corporate bonds were measured at fair value, they would be classified as Level 2 in the fair value hierarchy, based on quoted prices in active markets for similar securities. We do not intend to sell these investment securities. Those securities that will mature in twelve months or less are included in short-term investments on our consolidated balance sheets. Those securities with remaining maturities greater than twelve months are included in long-term investments on our consolidated balance sheets. Investments in Debt Securities Investments in debt securities consist of available-for-sale investment securities and held-to-maturity investment securities. When sold, we use a specific identification method to determine the cost of the securities. Refer to Note 7 for an explanation of the fair value hierarchy structure. Available-for-sale investment securities. We recorded a net realized gain of $1 million in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2023. We did not record any material gains or losses on these securities during the three months ended September 30, 2023 or the three and nine months ended September 30, 2022. Held-to-maturity investment securities. We did not record any material gains or losses on held-to-maturity investment securities during the three and nine months ended September 30, 2023 and 2022. |
Equity Method Investments | 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 |
Other Investments | Other Investments Our equity investment securities include investments in common stocks of publicly traded companies which are stated at fair value. We had an immaterial carrying amount of equity investment securities as of September 30, 2023 and a carrying amount of $8 million as of December 31, 2022 recorded within investment securities in the current asset section of our consolidated balance sheet. We recognized a net realized gain of $6 million on our equity investment securities primarily related to the sale of one of our equity investments in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2023. We recognized a net unrealized loss of $8 million in gain (loss) on investment, net on our consolidated statement of operations during the nine months ended September 30, 2022. JBV has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following table provides revenue recognized by revenue source for the three and nine months ended September 30, 2023 and 2022 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Passenger revenue Passenger travel $ 2,087 $ 2,308 $ 6,402 $ 5,959 Loyalty revenue - air transportation 114 107 440 360 Other revenue Loyalty revenue 104 102 308 287 Other revenue 48 45 140 137 Total revenue $ 2,353 $ 2,562 $ 7,290 $ 6,743 |
Contract with customer, contract asset, contract liability, and receivable | 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, 2023 December 31, 2022 Air traffic liability - passenger travel $ 1,279 $ 1,291 Air traffic liability - loyalty program (air transportation) 1,045 1,000 Deferred revenue (1) 492 530 Total $ 2,816 $ 2,821 (1) Deferred revenue is included within other accrued liabilities and other liabilities on our consolidated balance sheets. 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, 2023 and 2022 (in millions): Balance at December 31, 2022 $ 1,000 TrueBlue ® points redeemed (440) TrueBlue ® points earned and sold 485 Balance at September 30, 2023 $ 1,045 Balance at December 31, 2021 $ 891 TrueBlue ® points redeemed (360) TrueBlue ® points earned and sold 445 Balance at September 30, 2022 $ 976 |
Long-term Debt, Short-term Bo_2
Long-term Debt, Short-term Borrowings and Finance Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | At September 30, 2023, scheduled maturities of our long-term debt and finance lease obligations were as follows (in millions): Year Total Remainder of 2023 $ 87 2024 265 2025 234 2026 975 2027 223 2028 and thereafter 2,217 Total $ 4,001 |
Schedule of long term debt | The carrying amounts and estimated fair values of our long-term debt, net of debt acquisition costs, at September 30, 2023 and December 31, 2022 were as follows (in millions): September 30, 2023 December 31, 2022 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 $ 43 Fixed rate enhanced equipment notes: 2019-1 Series AA, due through 2032 491 350 504 345 2019-1 Series A, due through 2028 153 126 157 124 2019-1 Series B, due through 2027 76 80 82 87 2020-1 Series A, due through 2032 526 451 546 457 2020-1 Series B, due through 2028 126 133 135 142 Non-Public Debt Fixed rate enhanced equipment notes, due through 2023 — — 61 60 Fixed rate equipment notes, due through 2028 342 280 447 422 Floating rate equipment notes, due through 2030 (2) 113 95 56 49 Sale-leaseback transactions, due through 2035 854 621 341 329 Unsecured CARES Act Payroll Support Program loan, due through 2030 259 132 259 126 Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 144 71 144 68 Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 132 65 132 62 Convertible senior notes due 2026 742 572 739 534 Total (3) $ 4,000 $ 3,017 $ 3,645 $ 2,848 (1) The estimated fair va lues of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair values of our non-public debt are 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 for an explanation of the fair value hierarchy structure. (2) Floating rate debt is equal to Secured Overnight Financing Rate ( “ SOFR”), plus an applicable margin. (3) Total excludes finance lease obligations of $1 million and $2 million at September 30, 2023 and December 31, 2022, respectively. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per common share | The following table shows how we computed earnings (loss) per common share for the three and nine months ended September 30, 2023 and 2022 (dollars and share data in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) $ (153) $ 57 $ (207) $ (386) Weighted average basic shares 333.3 323.9 331.0 322.5 Effect of dilutive securities — 1.1 — — Weighted average diluted shares $ 333.3 325.0 $ 331.0 322.5 Earnings (loss) per common share Basic $ (0.46) $ 0.18 $ (0.63) $ (1.20) Diluted $ (0.46) $ 0.18 $ (0.63) $ (1.20) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of flight equipment commitments | As of September 30, 2023, our committed expenditures for aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, is set forth in the table below (in millions): Flight equipment commitments (1) Year Total Remainder of 2023 (2) $ 1,005 2024 (2) 2,188 2025 1,701 2026 1,334 2027 987 Total $ 7,215 (1) The timing of these commitments is based on our contractual agreements and may be subject to change based on modifications to contractual agreements or changes in the delivery schedules. (2) Refer to the note in the flight equipment delivery table below for our 2023 and 2024 capacity planning assumptions. As of September 30, 2023 , our firm aircraft orders included the following aircraft: Flight equipment deliveries (1) Year Airbus A321neo Airbus A220 Total Remainder of 2023 (2) 6 13 19 2024 (2) 13 30 43 2025 11 24 35 2026 12 14 26 2027 14 — 14 Total (3) 56 81 137 (1) The aircraft orders stated above represents the current delivery schedule set forth in our Airbus order book as of September 30, 2023 . (2) Due to Airbus delivery delays, our full-year 2023 capacity planning assumes delivery of 10 A220, three A321neo, and four A321neo LR aircraft, of which 11 have been delivered through September 30, 2023 . In 2024, our current planning assumption is 20 A220, six A321neo, and two A321neo LR aircraft. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value, by balance sheet grouping | The following is a listing of our assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 612 $ — $ — $ 612 Available-for-sale investment securities — 330 13 343 Aircraft fuel derivatives — 13 — 13 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 665 $ — $ — $ 665 Available-for-sale investment securities — 324 13 337 Equity investment securities 8 — — 8 Aircraft fuel derivatives — 3 — 3 |
Debt Securities, Held-to-Maturity | The carrying value and estimated fair value of our held-to-maturity investment securities, were as follows (in millions): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Held-to-maturity investment securities $ 232 $ 225 $ 177 $ 170 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities | The aggregate carrying values of our short-term and long-term debt investment securities consisted of the following at September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Available-for-sale investment securities Time deposits $ 330 $ 285 Commercial paper — 39 Debt securities 13 13 Total available-for-sale investment securities 343 337 Held-to-maturity investment securities Corporate bonds 232 177 Total held-to-maturity investment securities 232 177 Total investments in debt securities $ 575 $ 514 |
Financial Derivative Instrume_2
Financial Derivative Instruments and Risk Management (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instrument in statement of financial position and financial performance | The following table illustrates the approximate hedged percentages of our projected fuel usage by quarter as of September 30, 2023 related to our outstanding fuel hedging contracts that were designated as cash flow hedges for accounting purposes. Aircraft fuel call option spread agreements Fourth Quarter 2023 31 % The table below reflects quantitative information related to our derivative instruments and where these amounts are recorded in our financial statements (dollar amounts in millions): September 30, 2023 December 31, 2022 Fuel Derivatives Asset fair value recorded in prepaid expense and other current assets 13 3 Longest remaining term (months) 3 3 Hedged volume (barrels, in thousands) 1,590 450 Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months $ 9 $ (2) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fuel Derivatives Hedge effectiveness gains recognized in aircraft fuel expense $ 7 $ — $ 3 $ — Hedge gains (losses) on derivatives recognized in comprehensive income $ 21 $ (3) $ 10 $ (3) Percentage of actual consumption economically hedged 30 % — % 23 % — % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss), net of tax | A roll-forward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the three months ended September 30, 2023 and 2022 is as follows (in millions): Aircraft fuel derivatives Available-for-sale securities Total Balance of accumulated loss, at June 30, 2023 $ (5) $ (1) $ (6) Reclassifications into earnings, net of taxes of $(2) (1) (5) — (5) Change in fair value, net of taxes of $6 15 — 15 Balance of accumulated gain (loss), at September 30, 2023 $ 5 $ (1) $ 4 Balance of accumulated loss, at June 30, 2022 $ — $ (2) $ (2) Reclassifications into earnings, net of taxes $0 (1) — — — Change in fair value, net of taxes of $2 (3) — (3) Balance of accumulated loss, at September 30, 2022 $ (3) $ (2) $ (5) (1) Reclassified to aircraft fuel expense. A roll-forward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the nine months ended September 30, 2023 and 2022 is as follows (in millions): Aircraft fuel derivatives Available-for-sale securities Total Balance of accumulated income (loss), at December 31, 2022 $ 1 $ (1) $ — Reclassifications into earnings, net of taxes of $(1) (1) (2) — (2) Change in fair value, net of taxes of $4 6 — 6 Balance of accumulated income (loss), at September 30, 2023 $ 5 $ (1) $ 4 Balance of accumulated income (loss), at December 31, 2021 $ — $ — $ — Reclassifications into earnings, net of taxes $0 (1) — — — Change in fair value, net of taxes of $2 (3) (2) (5) Balance of accumulated loss, at September 30, 2022 $ (3) $ (2) $ (5) |
Special Items (Tables)
Special Items (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of unusual or infrequent items, or both | The following is a listing of special items presented on our consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Special Items Spirit acquisition costs (1) $ 25 $ 11 $ 64 $ 18 Union contract costs (2) 8 — 104 32 Embraer E190 fleet transition (3) — 2 — 7 Total $ 33 $ 13 $ 168 $ 57 (1) Spirit acquisition costs primarily relate to consulting, professional and legal fees . (2) Union contract costs primarily relate to pilot ratification payments and adjustments to paid-time-off accruals resulting from pay rate increases. See Note 6 for further discussion. |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Recognized By Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Passenger travel | $ 2,087 | $ 2,308 | $ 6,402 | $ 5,959 |
Loyalty revenue - air transportation | 114 | 107 | 440 | 360 |
Loyalty revenue | 104 | 102 | 308 | 287 |
Other revenue | 48 | 45 | 140 | 137 |
Total revenue | $ 2,353 | $ 2,562 | $ 7,290 | $ 6,743 |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Air traffic liability - passenger travel | $ 1,279 | $ 1,291 |
Air traffic liability - loyalty program (air transportation) | 1,045 | 1,000 |
Deferred revenue | 492 | 530 |
Total | $ 2,816 | $ 2,821 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Billions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 1.2 | $ 1.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years |
Revenue Recognition - Current A
Revenue Recognition - Current And Non-Current Air Traffic Liability (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue From Contract With Customer [Roll Forward] | ||
Beginning balance | $ 1,000 | $ 891 |
TrueBlue® points redeemed | (440) | (360) |
TrueBlue® points earned and sold | 485 | 445 |
Ending balance | $ 1,045 | $ 976 |
Long-term Debt, Short-term Bo_3
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Narrative (Details) - USD ($) | 9 Months Ended | |||||
Oct. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | May 16, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Reduction in outstanding debt and capital lease obligations | $ 254,000,000 | $ 255,000,000 | ||||
Pledged assets not separately reported flight equipment | 6,300,000,000 | |||||
Proceeds from sale-leaseback transactions | 523,000,000 | $ 0 | ||||
Morgan Stanley | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | |||||
Morgan Stanley | Line of Credit | Revolving Credit Facility and Letter of Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term line of credit | 0 | $ 0 | ||||
Equipment Notes 2030 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 78,000,000 | |||||
Second Amended And Restated Agreement | Citibank | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | |||||
Line of credit facility, current borrowing capacity | $ 550,000,000 | |||||
Debt instrument, basis spread on variable rate (in percent) | 1% | |||||
Debt instrument, basis spread on variable rate, floor (in percent) | 0% | |||||
Long-term line of credit | $ 0 | $ 0 | ||||
Second Amended And Restated Agreement | Citibank | Line of Credit | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate (in percent) | 2% | |||||
Senior Secured Bridge Facility | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 3,500,000,000 | |||||
Senior Secured Bridge Facility | Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Bridge Facility | Spirit | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 3,500,000,000 |
Long-term Debt, Short-term Bo_4
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Maturities Of Our Debt and Finance Leases (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 87 |
2024 | 265 |
2025 | 234 |
2026 | 975 |
2027 | 223 |
2028 and thereafter | 2,217 |
Total | $ 4,001 |
Long-term Debt, Short-term Bo_5
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Schedule of Carrying Amounts and Estimated Fair Value of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,000 | $ 3,645 |
Long term debt, fair value | 3,017 | 2,848 |
Finance lease, liability | 1 | 2 |
Fixed rate special facility bonds, due through 2036 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 42 | 42 |
Long term debt, fair value | 41 | 43 |
2019-1 Series AA, due through 2032 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 491 | 504 |
Long term debt, fair value | 350 | 345 |
2019-1 Series A, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 153 | 157 |
Long term debt, fair value | 126 | 124 |
2019-1 Series B, due through 2027 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 76 | 82 |
Long term debt, fair value | 80 | 87 |
2020-1 Series A, due through 2032 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 526 | 546 |
Long term debt, fair value | 451 | 457 |
2020-1 Series B, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 126 | 135 |
Long term debt, fair value | 133 | 142 |
Fixed rate enhanced equipment notes, due through 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 61 |
Long term debt, fair value | 0 | 60 |
Fixed rate equipment notes, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 342 | 447 |
Long term debt, fair value | 280 | 422 |
Floating rate equipment notes, due through 2030 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 113 | 56 |
Long term debt, fair value | 95 | 49 |
Sale-leaseback transactions, due through 2035 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 854 | 341 |
Long term debt, fair value | 621 | 329 |
Unsecured CARES Act Payroll Support Program loan, due through 2030 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 259 | 259 |
Long term debt, fair value | 132 | 126 |
Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 144 | 144 |
Long term debt, fair value | 71 | 68 |
Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 132 | 132 |
Long term debt, fair value | 65 | 62 |
Convertible senior notes due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 742 | 739 |
Long term debt, fair value | $ 572 | $ 534 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings (loss) per share, amount (in shares) | 2.7 | 2 | 1.9 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of earnings (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (153) | $ 57 | $ (207) | $ (386) |
Weighted average basic shares (in shares) | 333.3 | 323.9 | 331 | 322.5 |
Effect of dilutive securities (in shares) | 0 | 1.1 | 0 | 0 |
Weighted average diluted shares (in shares) | 333.3 | 325 | 331 | 322.5 |
Earnings (loss) per common share | ||||
Basic (in dollars per share) | $ (0.46) | $ 0.18 | $ (0.63) | $ (1.20) |
Diluted (in dollars per share) | $ (0.46) | $ 0.18 | $ (0.63) | $ (1.20) |
Crewmember Retirement Plan (Det
Crewmember Retirement Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Percentage of employees pay (in percent) | 100% | |||
Crewmember contribution percentage (in percent) | 5% | |||
Percentage of compensation in cash | 3 years | |||
Percentage of employees' pay for profit sharing match (in percent) | 5% | |||
Period of discretionary contribution | 3 years | |||
Percentage of FAA licensed employees gross pay for which ER can contribute discretionary profit sharing contribution to plan (in percent) | 3% | |||
Percentage of company contribution to pilots retirement program (in percent) | 16% | |||
Pilots retirement vesting period | 3 years | |||
Percent of eligible pre-tax profits the company contributes to profit sharing until the pre-tax margin is 18% (in percent) | 10% | |||
Profit sharing calculation trigger, pretax margin (in percent) | 18% | |||
Percentage of eligible pre-tax profits the company contributes to profit sharing when pre-tax margin is above 18% (in percent) | 20% | |||
Contribution to employee retirement plan | $ 75 | $ 61 | $ 213 | $ 186 |
Commitments and Contingencies -
Commitments and Contingencies - Flight Equipment Commitments (Details) $ in Millions | Sep. 30, 2023 USD ($) aircraft |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Remainder of 2023 | $ | $ 1,005 |
2024 | $ | 2,188 |
2025 | $ | 1,701 |
2026 | $ | 1,334 |
2027 | $ | 987 |
Total | $ | $ 7,215 |
Remainder of 2023 | 19 |
2024 | 43 |
2025 | 35 |
2026 | 26 |
2027 | 14 |
Total | 137 |
Number of aircrafts delivered | 11 |
Airbus A321neo | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Remainder of 2023 | 6 |
2024 | 13 |
2025 | 11 |
2026 | 12 |
2027 | 14 |
Total | 56 |
Number of aircrafts for the remainder of 2023 | 3,000 |
Number of aircrafts for the year 2024 | 6 |
Airbus A220 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Remainder of 2023 | 13 |
2024 | 30 |
2025 | 24 |
2026 | 14 |
2027 | 0 |
Total | 81 |
Number of aircrafts for the remainder of 2023 | 10,000 |
Number of aircrafts for the year 2024 | 20 |
Number of available aircraft | 20 |
A321 neo LR | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Number of aircrafts for the remainder of 2023 | 4,000 |
Number of aircrafts for the year 2024 | 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jan. 31, 2023 | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Feb. 28, 2023 lawsuit | Dec. 31, 2022 lawsuit | Apr. 30, 2021 airport | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||
Restricted assets pledged under letter of credit | $ 53 | $ 53 | |||||||
Letters of credit | 65 | 65 | |||||||
Restricted assets pledged related to workers compensation insurance policies and other business partner agreements | 31 | 31 | |||||||
Number of northeast airports | airport | 4 | ||||||||
Collective bargaining agreement contract extension period | 2 years | ||||||||
Union contract costs | $ 8 | $ 95 | $ 0 | $ 104 | $ 32 | ||||
Employment agreement term | 5 years | ||||||||
Automatic renewal term, employment agreement, term | 5 years | ||||||||
Renewal notice period, employment agreement, period | 90 days | ||||||||
Loss contingency, pending claims, number | lawsuit | 4 | 4 | |||||||
JFK Millennium Partner LLC | |||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||
Ownership percentage | 5% | 5% |
Fair Value - Fair Value Hierarc
Fair Value - Fair Value Hierarchy (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Available-for-sale investment securities | $ 343,000,000 | $ 337,000,000 |
Fair Value, Recurring | ||
Assets | ||
Cash equivalents | 612,000,000 | 665,000,000 |
Available-for-sale investment securities | 343,000,000 | 337,000,000 |
Equity investment securities | 8,000,000 | |
Aircraft fuel derivatives | 13,000,000 | 3,000,000 |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 612,000,000 | 665,000,000 |
Available-for-sale investment securities | 0 | 0 |
Equity investment securities | 0 | 8,000,000 |
Aircraft fuel derivatives | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Available-for-sale investment securities | 330,000,000 | 324,000,000 |
Equity investment securities | 0 | |
Aircraft fuel derivatives | 13,000,000 | 3,000,000 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Available-for-sale investment securities | 13,000,000 | 13,000,000 |
Equity investment securities | 0 | |
Aircraft fuel derivatives | $ 0 | $ 0 |
Fair Value - Held to Maturity I
Fair Value - Held to Maturity Investment Securities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Held-to-maturity investment securities | $ 232 | $ 177 |
Fair Value | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Held-to-maturity investment securities | $ 225 | $ 170 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt and Equity Securities, FV-NI [Line Items] | |||||
Debt securities, realized gain (loss) | $ 0 | $ 0 | $ 1,000,000 | $ 0 | |
Equity method investments | 47,000,000 | 47,000,000 | $ 38,000,000 | ||
Gain (loss) from equity method investments | 0 | 0 | 5,000,000 | ||
Equity securities, realized gain | 6,000,000 | ||||
Debt securities, net unrealized gain (loss) | (8,000,000) | ||||
Cost method investments - jetblue tech ventures | $ 92,000,000 | 92,000,000 | 83,000,000 | ||
Impairment loss | $ (1,000,000) | ||||
Recognized gain | $ 0 | $ 1,000,000 | |||
Measurement alternative, ownership percentage (in percent) | 10% | 10% | |||
Cost method investments - TWA flight center hotel | $ 14,000,000 | $ 14,000,000 | 14,000,000 | ||
Fair Value, Recurring | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Equity investment securities | 8,000,000 | ||||
Level 1 | Fair Value, Recurring | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Equity investment securities | $ 0 | $ 0 | $ 8,000,000 |
Investments - Short-Term and Lo
Investments - Short-Term and Long-Term Investment Securities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Investment securities | ||
Available-for-sale investment securities | $ 343 | $ 337 |
Held-to-maturity investment securities | 232 | 177 |
Total investments in debt securities | 575 | 514 |
Time deposits | ||
Investment securities | ||
Available-for-sale investment securities | 330 | 285 |
Commercial paper | ||
Investment securities | ||
Available-for-sale investment securities | 0 | 39 |
Debt securities | ||
Investment securities | ||
Available-for-sale investment securities | 13 | 13 |
Corporate bonds | ||
Investment securities | ||
Held-to-maturity investment securities | $ 232 | $ 177 |
Financial Derivative Instrume_3
Financial Derivative Instruments and Risk Management - Hedged Percentages Of Our Projected Fuel (Details) | Sep. 30, 2023 |
Fuel | Call Option | |
Derivatives, Fair Value [Line Items] | |
Fourth Quarter 2023 | 31% |
Financial Derivative Instrume_4
Financial Derivative Instruments and Risk Management - Fuel Derivatives (Details) - Aircraft Fuel Derivatives - Fuel $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) MBoe | Dec. 31, 2022 USD ($) MBoe | |
Derivative [Line Items] | ||
Asset fair value recorded in prepaid expense and other current assets | $ 13 | $ 3 |
Longest remaining term (months) | 3 months | 3 months |
Hedged volume (barrels) | MBoe | 1,590,000 | 450 |
Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months | $ 9 | $ (2) |
Financial Derivative Instrume_5
Financial Derivative Instruments and Risk Management - Hedging Effectiveness (Details) - Aircraft Fuel Derivatives - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Hedge effectiveness gains recognized in aircraft fuel expense | $ 7 | $ 0 | $ 3 | $ 0 |
Percentage of actual consumption economically hedged | 30% | 0% | 23% | 0% |
Comprehensive Income | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Hedge gains (losses) on derivatives recognized in comprehensive income | $ 21 | $ (3) | $ 10 | $ (3) |
Financial Derivative Instrume_6
Financial Derivative Instruments and Risk Management - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Aircraft Fuel Derivatives | ||
Derivative [Line Items] | ||
Offsetting derivative instruments | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 3,554 | $ 3,446 | $ 3,563 | $ 3,849 |
Reclassifications into earnings, net of taxes | (5) | 0 | (2) | 0 |
Change in fair value, net of taxes | 15 | (3) | 6 | (5) |
Ending balance | 3,420 | 3,507 | 3,420 | 3,507 |
Reclassification into earnings, tax | (2) | 0 | (1) | 0 |
Change in fair value, tax | 6 | 2 | 4 | 2 |
Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (6) | (2) | 0 | 0 |
Ending balance | 4 | (5) | 4 | (5) |
Aircraft fuel derivatives | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (5) | 0 | 1 | 0 |
Reclassifications into earnings, net of taxes | (5) | 0 | (2) | 0 |
Change in fair value, net of taxes | 15 | (3) | 6 | (3) |
Ending balance | 5 | (3) | 5 | (3) |
Available-for-sale securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (1) | (2) | (1) | 0 |
Reclassifications into earnings, net of taxes | 0 | 0 | 0 | 0 |
Change in fair value, net of taxes | 0 | 0 | 0 | (2) |
Ending balance | $ (1) | $ (2) | $ (1) | $ (2) |
Special Items (Details)
Special Items (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Special Items | |||||
Spirit acquisition costs | $ 25 | $ 11 | $ 64 | $ 18 | |
Union contract costs | 8 | $ 95 | 0 | 104 | 32 |
Special items - fleet impairment | 0 | 2 | 0 | 7 | |
Special items | $ 33 | $ 13 | $ 168 | $ 57 |
Entry into Merger Agreement w_2
Entry into Merger Agreement with Spirit (Details) | 3 Months Ended | ||||
Nov. 03, 2022 consumer | Jul. 28, 2022 $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | May 16, 2022 USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Payment for Spirit Airlines acquisition | $ | $ 33,000,000 | ||||
Number of plaintiffs | consumer | 25 | ||||
Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Bridge Facility | Senior Secured Bridge Facility | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Debt instrument, face amount | $ | $ 3,500,000,000 | ||||
Spirit | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Acquisition price (in dollars per share) | 33.50 | ||||
Business acquisition amount equal to extent paid (in dollars per share) | 2.50 | ||||
Payment of ticking fee, per share (in dollars per share) | $ 0.10 | ||||
Additional prepayment period | 5 days | ||||
Prepayments | $ | $ 395,000,000 | ||||
Spirit | Minimum | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Business acquisition amount equal to extent paid (in dollars per share) | $ 1.15 |