SEC Form 10-Q filed by JetBlue Airways Corporation
$JBLU
Air Freight/Delivery Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2025
or
For the transition period from __________ to__________
Commission File Number: 000-49728
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(718 ) 286-7900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of March 31, 2025, there were 354,339,854 shares outstanding of the registrant’s common stock, par value $0.01.
JETBLUE AIRWAYS CORPORATION
FORM 10-Q
INDEX
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2
Forward-Looking Information
This Quarterly Report on Form 10-Q (the "Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "may," "will," "should," "seeks," "goals," "targets" or the negative of these terms or other similar expressions. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Forward-looking statements contained in this Report include, without limitation, statements regarding our outlook and future results of operations and financial position, our business strategy and plans for future operations, including our JetForward initiatives, our financing arrangements and potential implications thereof on our business, our sustainability initiatives, the impact of industry or other macroeconomic trends affecting our business, seasonality, and our expectations regarding the remaining impact of the wind down of our Northeast Alliance ("NEA") with American Airlines Group Inc. and the related impact on our business, financial condition and results of operations. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, the risk associated with the execution of our strategic operating plans in the near-term and long-term; our extremely competitive industry; risks related to the long-term nature of our fleet order book; volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries, wages and benefits; risks associated with a potential material reduction in the rate of interchange reimbursement fees; risks associated with doing business internationally; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; risks associated with extended interruptions or disruptions in service at our focus cities; risks associated with airport expenses; risks associated with seasonality and weather; our reliance on a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product; risks related to new or increased tariffs imposed on commercial aircraft and related parts imported from outside the United States; the outcome of legal proceedings with respect to the NEA and our wind-down of the NEA; risks associated with stockholder activism; risks associated with cybersecurity and privacy, including information security breaches; heightened regulatory requirements concerning data security compliance; risks associated with reliance on, and potential failure of, automated systems to operate our business; our inability to attract and retain qualified crewmembers; our being subject to potential unionization, work stoppages, slowdowns or increased labor costs; reputational and business risk from an accident or incident involving our aircraft; risks associated with damage to our reputation and the JetBlue brand name; our significant amount of fixed obligations and the ability to service such obligations; possible failure to comply with financial and other debt covenants; financial risks associated with credit card processors; risks associated with seeking short-term additional financing liquidity; failure to realize the full value of intangible or long-lived assets, causing us to record impairments; risks associated with our development and use of AI-powered solutions; risks associated with disease outbreaks or environmental disasters affecting travel behavior; compliance with environmental laws and regulations, which may cause us to incur substantial costs; the impacts of federal budget constraints or federally imposed furloughs; impact of global climate change and legal, regulatory or market response to such change; increasing scrutiny of, and evolving expectations regarding, environmental and social matters; changes in government regulations in our industry; acts of war or terrorism; and changes in global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for air travel. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs, and assumptions upon which we base our expectations may change prior to the end of each quarter or year.
Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand that many important factors, in addition to those discussed or incorporated by reference in this Report, could cause our results to differ materially from those expressed in the forward-looking statements. Further information concerning these and other factors is contained in JetBlue's filings with the U.S. Securities and Exchange Commission (the "SEC"), including but not limited to in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). In light of these risks and uncertainties, the forward-looking events discussed in this Report might not occur. Our forward-looking statements speak only as of the date of this Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
3
Where You Can Find Other Information
Our website is www.jetblue.com. Information contained on our website is not part of this Report. Information we furnish or file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available at the SEC’s website at www.sec.gov.
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investment securities | |||||||||||
Receivables, less allowance (2025 - $ | |||||||||||
Inventories, less allowance (2025 - $ | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| PROPERTY AND EQUIPMENT | |||||||||||
| Flight equipment | |||||||||||
| Pre-delivery deposits for flight equipment | |||||||||||
| Total flight equipment and pre-delivery deposits, gross | |||||||||||
| Less accumulated depreciation | |||||||||||
| Total flight equipment and pre-delivery deposits, net | |||||||||||
| Other property and equipment, gross | |||||||||||
| Less accumulated depreciation | |||||||||||
| Total other property and equipment, net | |||||||||||
| Total property and equipment, net | |||||||||||
| OPERATING LEASE ASSETS | |||||||||||
| OTHER ASSETS | |||||||||||
| Investment securities | |||||||||||
| Restricted cash and cash equivalents | |||||||||||
Intangible assets, net of accumulated amortization (2025 - $ | |||||||||||
| Other | |||||||||||
| Total other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Air traffic liability | |||||||||||
| Accrued salaries, wages and benefits | |||||||||||
| Other accrued liabilities | |||||||||||
| Current operating lease liabilities | |||||||||||
| Current maturities of long-term debt and finance lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | |||||||||||
| LONG-TERM OPERATING LEASE LIABILITIES | |||||||||||
| DEFERRED TAXES AND OTHER LIABILITIES | |||||||||||
| Deferred income taxes | |||||||||||
| Air traffic liability - non-current | |||||||||||
| Other | |||||||||||
| Total deferred taxes and other liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | |||||||||||
| STOCKHOLDERS' EQUITY | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders' equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share data)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING REVENUES | |||||||||||
| Passenger | $ | $ | |||||||||
| Other | |||||||||||
| Total operating revenues | |||||||||||
| OPERATING EXPENSES | |||||||||||
| Aircraft fuel | |||||||||||
| Salaries, wages and benefits | |||||||||||
| Landing fees and other rents | |||||||||||
| Depreciation and amortization | |||||||||||
| Aircraft rent | |||||||||||
| Sales and marketing | |||||||||||
| Maintenance, materials and repairs | |||||||||||
| Special items | |||||||||||
| Other operating expenses | |||||||||||
| Total operating expenses | |||||||||||
| OPERATING LOSS | ( | ( | |||||||||
| OTHER INCOME (EXPENSE) | |||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Capitalized interest | |||||||||||
| Gain (loss) on investments, net | ( | ||||||||||
| Other | |||||||||||
| Total other expense | ( | ( | |||||||||
| LOSS BEFORE INCOME TAXES | ( | ( | |||||||||
| Income tax benefit | |||||||||||
| NET LOSS | $ | ( | $ | ( | |||||||
| LOSS PER COMMON SHARE | |||||||||||
| Basic | $ | ( | $ | ( | |||||||
| Diluted | $ | ( | $ | ( | |||||||
See accompanying notes to condensed consolidated financial statements.
7
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited, in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| NET LOSS | $ | ( | $ | ( | |||||||
Changes in fair value of available-for-sale securities and derivative instruments, net of reclassifications into earnings, net of taxes of $ | |||||||||||
| Total other comprehensive income | |||||||||||
| COMPREHENSIVE LOSS | $ | ( | $ | ( | |||||||
See accompanying notes to condensed consolidated financial statements.
8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Depreciation and amortization | |||||||||||
| Spirit special items, non-cash | |||||||||||
| Gain on sale-leaseback transactions | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Changes in certain operating assets and liabilities | |||||||||||
| Other, net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Pre-delivery deposits for flight equipment | ( | ( | |||||||||
| Proceeds from the maturities of held-to-maturity investments | |||||||||||
| Purchase of available-for-sale securities | ( | ( | |||||||||
| Proceeds from the sale of available-for-sale securities | |||||||||||
| Payment for Spirit Airlines acquisition | ( | ||||||||||
| Proceeds from the sale of assets and sale-leaseback transactions | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from failed sale-leaseback transactions | |||||||||||
| Repayment of long-term debt and finance lease obligations | ( | ( | |||||||||
| Acquisition of treasury stock | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS | |||||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period | |||||||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period (1) | $ | $ | |||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
Cash payments for interest, net | $ | ( | $ | ( | |||||||
Cash proceeds (payments) for income taxes, net | ( | ||||||||||
NON-CASH TRANSACTIONS | |||||||||||
| Operating lease assets acquired under operating leases | $ | $ | |||||||||
| Flight equipment acquired under finance leases | |||||||||||
(1) Refer to the table below for a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents. | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash and cash equivalents (2) | |||||||||||
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | $ | |||||||||
(2) Restricted cash and restricted cash equivalents primarily consists of principal and interest payments held as a reserve associated with the financing of the TrueBlue® program , funds held for workers compensation obligations and various letters of credit.
See accompanying notes to condensed consolidated financial statements.
9
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in millions)
| Common Stock Issued Shares Amount | Treasury Stock Shares Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock Issued Shares Amount | Treasury Stock Shares Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
10
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
JetBlue Airways Corporation ("JetBlue") provides air transportation services across the United States, Latin America, the Caribbean, 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 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 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.
Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.
Note 2 - Revenue Recognition
The Company categorizes revenue recognized 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 months ended March 31, 2025 and 2024 (in millions):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Passenger revenue | |||||||||||
| Passenger travel | $ | $ | |||||||||
| Loyalty revenue - air transportation | |||||||||||
| Other revenue | |||||||||||
| Loyalty revenue | |||||||||||
| Other revenue | |||||||||||
| Total operating revenue | $ | $ | |||||||||
TrueBlue® is our customer loyalty program designed to reward and recognize our customers. TrueBlue® points earned from ticket purchases are recorded 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 primarily consists of the non-air transportation elements from the sale of TrueBlue® points.
11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Air traffic liability - passenger travel | $ | $ | |||||||||
| Air traffic liability - loyalty program (air transportation) | |||||||||||
Deferred revenue - passenger travel and loyalty program travel (1) | |||||||||||
Deferred revenue - other (2) | |||||||||||
| Total | $ | $ | |||||||||
(1) Included within other accrued liabilities and other liabilities on our consolidated balance sheets.
(2) Included within air traffic liability on our consolidated balance sheets.
During the three months ended March 31, 2025 and 2024, we recognized passenger revenue of $820 million and $834 million, respectively, which was included in passenger travel liability at the beginning of the respective periods.
The Company elected the practical expedient that allows entities to not disclose the amount of the remaining transaction price and its expected timing of recognition for passenger tickets if the contract has an original expected duration of one year or less or if certain other conditions are met. We elected to apply this practical expedient to our contract liabilities relating to passenger travel and ancillary services as our tickets or any related passenger credits expire generally one year from the date of booking.
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 three months ended March 31, 2025 and 2024 (in millions):
| Balance at December 31, 2024 | $ | ||||
TrueBlue® points redeemed passenger | ( | ||||
TrueBlue® points redeemed other | ( | ||||
TrueBlue® points earned and sold | |||||
| Balance at March 31, 2025 | $ | ||||
| Balance at December 31, 2023 | $ | ||||
TrueBlue® points redeemed passenger | ( | ||||
TrueBlue® points redeemed other | ( | ||||
TrueBlue® points earned and sold | |||||
| Balance at March 31, 2024 | $ | ||||
The timing of our TrueBlue® point redemptions can vary; however, the majority of points are redeemed within approximately two years of the date of issuance.
Note 3 - Long-term Debt, Short-term Borrowings and Finance Lease Obligations
During the three months ended March 31, 2025, we made principal payments of $81 million on our outstanding debt and finance lease obligations.
At March 31, 2025, we had pledged aircraft, engines, other equipment, and facilities assets with a net book value of $7.1 billion as security under various financing arrangements. In addition, certain TrueBlue® program assets have been pledged as part of the financing of the TrueBlue® program described below.
12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
At March 31, 2025, scheduled maturities of our long-term debt and finance lease obligations, net of debt issuance costs, for the next five years are as follows (in millions):
| Year | Total | ||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Long-term debt and finance lease obligations at March 31, 2025 and December 31, 2024 consisted of the following (in millions):
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Secured Debt | ||||||||||||||
| Fixed rate special facility bonds, due through 2036 | $ | $ | ||||||||||||
| Fixed rate enhanced equipment notes: | ||||||||||||||
| 2019-1 Series AA, due through 2032 | ||||||||||||||
| 2019-1 Series A, due through 2028 | ||||||||||||||
| 2019-1 Series B, due through 2027 | ||||||||||||||
| 2020-1 Series A, due through 2032 | ||||||||||||||
| 2020-1 Series B, due through 2028 | ||||||||||||||
| Fixed rate equipment notes, due through 2028 | ||||||||||||||
Floating rate equipment notes, due through 2036 (1) | ||||||||||||||
Aircraft failed sale-leaseback transactions, due through 2036 (1) | ||||||||||||||
TrueBlue® senior secured notes, due through 2031 | ||||||||||||||
TrueBlue® senior secured term loan facility, due through 2029 (1) | ||||||||||||||
| Finance leases | ||||||||||||||
| Unsecured Debt | ||||||||||||||
| Unsecured CARES Act Payroll Support Program loan, due through 2030 | ||||||||||||||
| Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 | ||||||||||||||
| Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 | ||||||||||||||
| Total debt and finance lease obligations | $ | $ | ||||||||||||
| Less: Debt issuance costs | ( | ( | ||||||||||||
| Less: Current maturities | ( | ( | ||||||||||||
| Long-term debt and finance lease obligations | $ | $ | ||||||||||||
The carrying amounts and estimated fair values of our long-term debt and finance lease obligations, net of debt issuance costs, at March 31, 2025 and December 31, 2024 were as follows (in millions):
13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value (1) | Carrying Value | Estimated Fair Value (1) | ||||||||||||||||||||
| Total Debt | $ | $ | $ | $ | |||||||||||||||||||
(1) The estimated fair values 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. The fair values of our other financial instruments approximate their carrying values. Refer to Note 7 for an explanation of the fair value hierarchy structure.
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.
2025 Financings
TrueBlue® Senior Secured Term Loan Facility
As previously disclosed, in August 2024, the Company and Loyalty LP entered into a senior secured term loan credit and guaranty agreement among the Company and Loyalty LP, as co-borrowers, the Guarantors, the lenders party thereto, Barclays Bank PLC, as administrative agent, and Wilmington Trust, National Association, as collateral administrator, for a $765 million senior secured term loan facility (the "TrueBlue® Term Loan Facility") due 2029.
The TrueBlue® Term Loan Facility is guaranteed by the Guarantors and secured, on a pari passu basis with the TrueBlue® Notes, by the Collateral. The loans under the TrueBlue® Term Loan Facility bear interest at a variable rate equal to Term SOFR plus an applicable margin (subject to a Term SOFR floor), or another index rate plus an applicable margin.
On February 28, 2025, the Company entered into the First Amendment to the TrueBlue® Term Loan Facility, which amended the interest rate to SOFR plus an applicable margin of 4.75 %.
Short-term Borrowings
Citibank Line of Credit
We have a revolving credit facility with Citibank for $600 million. This facility bears interest at a rate equal to the Alternate Base Rate ("ABR") plus a margin, or SOFR plus a margin. The facility has a maturity of October 21, 2029; provided that if the Company's 0.50 % convertible senior notes due 2026, are not extended, refinanced or paid off, subject to a specified minimum outstanding principal amount thereof, then the facility expiration will be automatically shortened to December 31, 2025.
As of and for the periods ended March 31, 2025 and December 31, 2024, we did not
Morgan Stanley Line of Credit
14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4 - Loss Per Share
Basic loss per share is calculated by dividing net loss by the weighted average number of shares outstanding. Diluted 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 method. Anti-dilutive common stock equivalents excluded from the computation of diluted loss per share amounts were 81.6 million and 3.8 million for the three months ended March 31, 2025 and March 31, 2024, respectively. The increase in anti-dilutive common stock equivalents is due to the 2.50 % convertible senior notes due 2029, issued in August 2024.
The following table shows how we computed basic and diluted loss per common share for the three months ended March 31, 2025 and 2024 (dollars and share data in millions):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Weighted average basic shares | |||||||||||
| Effect of dilutive securities | |||||||||||
| Weighted average diluted shares | |||||||||||
| Loss per common share | |||||||||||
| Basic | $ | ( | $ | ( | |||||||
| Diluted | $ | ( | $ | ( | |||||||
Note 5 - Crewmember Retirement Plan
We sponsor a retirement savings 401(k) defined contribution plan, covering our U.S. and Puerto Rico crewmembers, where we match 100 % of our eligible crewmember's contributions up to 5 % of their eligible wages. Employer contributions vest after three years of service and are measured from a crewmember's hire date. Crewmembers are vested immediately in their voluntary contributions.
Certain Federal Aviation Administration ("FAA") licensed crewmembers receive a discretionary contribution of 8 % of eligible compensation, which we refer to as Retirement Non-elective Licensed Crewmember contributions. System controllers also receive a Company discretionary contribution of 5 % of eligible compensation, referred to as Retirement Non-elective Crewmember contributions. The Company's non-elective contributions vest after three years of service.
Our Pilots receive a non-elective Company contribution of 17 % of eligible 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 and Retirement Non-elective Licensed Crewmember contributions. The Company's non-elective contribution of eligible Pilot compensation vests after three years of service.
Total 401(k) company match and non-elective crewmember contribution expense for the three months ended March 31, 2025 and 2024 was $75 million and $66 million, respectively.
15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6 - Commitments and Contingencies
Flight Equipment Commitments
As of March 31, 2025, our committed expenditures for aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery deposits, are set forth in the table below (in millions):
| Flight Equipment Commitments | |||||
| Year | Total | ||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Our committed aircraft deliveries as of March 31, 2025 include the following aircraft:
Flight Equipment Deliveries (1) | |||||||||||||||||
| Year | Airbus A220 | Airbus A321neo | Total | ||||||||||||||
| Remainder of 2025 | |||||||||||||||||
| 2026 | |||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| Thereafter | |||||||||||||||||
Total (2) | |||||||||||||||||
(1) Our committed future aircraft deliveries are subject to change based on modifications to the contractual agreements or changes in the delivery schedules.
(2) In addition, we have options to purchase 20 A220-300 aircraft in 2027 and 2028.
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 March 31, 2025, we had $70 million in restricted cash and cash equivalents held as a reserve for principal and interest payments associated with the financing of the TrueBlue® program. We also had $59 million for letters of credit relating to a certain number of our leases, which will expire at the end of the related lease terms as well as a $65 million letter of credit relating to our 5 % ownership in JFK Millennium Partners ("JMP"), a private entity that will finance, develop, and operate JFK Terminal 6. The letters of credit are included in restricted cash and cash equivalents on the consolidated balance sheets. Additionally, we had $42 million cash pledged primarily related to funds held for workers compensation obligations and other business partner agreements, which will expire according to the terms of the related agreements.
16
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Labor Unions and Non-Unionized Crewmembers
As of March 31, 2025, 51 % of our full-time equivalent crewmembers were represented by labor unions. The pilot group, which represents 23 % of our full-time equivalent crewmembers, is covered by a collective bargaining agreement ("CBA"). Our pilots are represented by ALPA. Our inflight crewmembers and flight instructors are represented by the Transport Workers Union of America ("TWU"); our other frontline crewmembers do not have third party representation.
ALPA
In January 2023, JetBlue pilots ratified a two-year contract extension effective March 1, 2023. In February 2025, the contract became amendable. Contract negotiations formally began early in May 2024 and are ongoing.
TWU
On July 14, 2022, TWU filed a representation application with the National Mediation Board ("NMB") seeking an election among the 35 pilot instructors ("Flight Instructors"). JetBlue disputed TWU's application alleging that Flight Instructors do not constitute a craft or class. On October 26, 2023, the NMB notified the participants that it rejected JetBlue's argument and ordered an election. The Flight Instructors voted for TWU representation. Contract negotiations for an initial CBA began in April 2024 and are ongoing.
JetBlue's inflight crewmembers are represented by TWU, with a contract amendable date of December 13, 2026. From January 1, 2025 until the contract amendable date, the TWU has the option to begin negotiations.
Non-Unionized Crewmembers
We enter into individual employment agreements with each of our non-unionized FAA-licensed crewmembers, which include dispatchers, technicians, inspectors, and 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 condensed 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 condensed consolidated results of operations, liquidity, or financial condition.
As previously disclosed, in July 2020, JetBlue and American Airlines Group Inc. ("American") entered into the NEA, which was designed to optimize our respective networks at JFK Airport, LaGuardia Airport, Newark Liberty International Airport, and Boston Logan International Airport. 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 violated Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction, which took effect on August 18, 2023. The wind down of the NEA is
17
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
substantially complete, but remaining impacts could require us to incur additional costs and therefore have an impact on our financial condition and results of operations.
In December 2022 and February 2023, four
Note 7 - Fair Value
Under Topic 820, Fair Value Measurement of the FASB 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 March 31, 2025 and December 31, 2024 (in millions):
| March 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash equivalents | |||||||||||||||||||||||
| Available-for-sale investment securities | |||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash equivalents | |||||||||||||||||||||||
| Available-for-sale investment securities | |||||||||||||||||||||||
Refer to Note 3 for fair value information related to our outstanding debt obligations as of March 31, 2025 and December 31, 2024.
Cash Equivalents and Restricted 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. Restricted cash equivalents are composed of money market securities held as a reserve for principal and interest payments associated with the financing of the TrueBlue® program.
18
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 value of time deposits and commercial paper is based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The fair value of convertible debt securities is based on unobservable inputs and is classified as Level 3 in the hierarchy.
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.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||
| Held-to-maturity investment securities | $ | $ | $ | $ | |||||||||||||
Note 8 - Investments
Investments in Debt Securities
| March 31, 2025 | December 31, 2024 | ||||||||||
| Available-for-sale investment securities | |||||||||||
| Time deposits | $ | $ | |||||||||
| Commercial paper | |||||||||||
| Debt securities | |||||||||||
| Total available-for-sale investment securities | |||||||||||
| Held-to-maturity investment securities | |||||||||||
| Corporate bonds | |||||||||||
| Total held-to-maturity investment securities | |||||||||||
| Total investment in debt securities | $ | $ | |||||||||
We use the specific identification method to determine the cost of our available-for-sale securities. Refer to Note 7 for an explanation of the fair value hierarchy structure.
We did not
19
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Equity Investments
The aggregate carrying values of our equity investments are recorded in other assets on the consolidated balance sheets and consist of the following at March 31, 2025 and December 31, 2024 (in millions):
| March 31, 2025 | December 31, 2024 | ||||||||||
Equity method investments (1) | $ | $ | |||||||||
JetBlue Ventures equity investments (2) | |||||||||||
TWA Flight Center (3) | |||||||||||
Total equity investments (4) | $ | $ | |||||||||
(1) We have the ability to exercise significant influence over these investments and therefore they are accounted for using the equity method in accordance with Topic 323, Investments - Equity Method and Joint Ventures of the FASB Codification. Our share of our equity method investees' financial results is included in other income on our consolidated statement of operations.
(2) Our wholly owned subsidiary JetBlue Technology Ventures LLC ("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 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. Refer to the table below for investment gain (loss) activity during the three months ended March 31, 2025 and 2024.
(3) We have an approximate 10 % ownership interest in the TWA Flight Center Hotel at JFK, which is accounted for under the measurement alternative described above. We did not
(4) As of March 31, 2025 and December 31, 2024, we had an immaterial amount of equity securities recorded within investment securities in the current asset section of our consolidated balance sheets. Our equity securities include investments in common stocks of publicly traded companies which are stated at fair value. Refer to the table below for investment gain (loss) activity during the three months ended March 31, 2025 and 2024 (in millions):
Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| JBV Equity Investments | |||||||||||
| Realized gain recognized in gain (loss) on investments, net | $ | $ | |||||||||
Unrealized loss recognized in gain (loss) on investments, net (1) | ( | ||||||||||
(1) The net unrealized loss primarily relates to a mark-to-market adjustment on our preferred shares of one of our JBV equity investments.
Note 9 - 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 rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the three months ended March 31, 2025 and 2024 is as follows (in millions):
20
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Aircraft fuel derivatives (1) | Available-for-sale securities | Total | |||||||||||||||
| Balance of accumulated income at December 31, 2024 | $ | $ | $ | ||||||||||||||
Reclassifications into earnings, net of taxes of $ | |||||||||||||||||
Change in fair value, net of taxes of $ | |||||||||||||||||
| Balance of accumulated income, at March 31, 2025 | $ | $ | $ | ||||||||||||||
| Balance of accumulated loss, at December 31, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
Reclassifications into earnings, net of taxes of $ | |||||||||||||||||
Change in fair value, net of taxes of $ | |||||||||||||||||
| Balance of accumulated loss, at March 31, 2024 | $ | $ | ( | $ | ( | ||||||||||||
Note 10 - Special Items
There were no special items for the three months ended March 31, 2025.
The following is a listing of special items presented on our consolidated statements of operations for the three months ended March 31, 2024 (in millions):
| Three Months Ended March 31, | ||||||||
| 2024 | ||||||||
| Special items | ||||||||
Spirit-related costs (1) | $ | |||||||
Voluntary opt-out costs (2) | ||||||||
Embraer E190 fleet transition costs (3) | ||||||||
| Total special items | $ | |||||||
(1) As a result of the termination of the Merger Agreement in March 2024, we wrote off the Spirit prepayment and breakup fee. These costs also include Spirit-related consulting, professional, and legal fees.
(2) Voluntary opt-out costs relate to severance and benefit costs associated with the Company's opt-out program for eligible crewmembers in the airports, customer support, JetBlue Travel Products and support center workgroups.
Note 11 - Operating Segments and Geographic Information
Operating Segments
JetBlue has one
JetBlue's chief operating decision maker ("CODM") is our executive leadership team, which includes our Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. The CODM assesses performance for the air transportation segment which includes our loyalty program, and decides how to allocate resources based on net income (loss), which is reported on the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.
Our tangible assets primarily consist of our fleet of aircraft. The CODM reviews flight profitability data, which incorporates aircraft type and route economics in making resource allocation decisions. Our fleet is deployed systemwide and
21
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
substantially all of our aircraft may be deployed across any of our geographic regions, without giving weight on geographic results and therefore, our assets do not require an allocation by geographic region.
Geographic Region Information
Operating revenues are allocated to geographic regions, as defined by the Department of Transportation ("DOT"), based upon the origination and destination of each flight segment. As of March 31, 2025, we served 33 locations in the Caribbean and Latin American region, or Latin America as defined by the DOT. We also served five destinations in Europe, or Atlantic as defined by the DOT. We include the three destinations in Puerto Rico and two destinations in the U.S. Virgin Islands in our Caribbean and Latin America allocation of revenues. We have reflected these locations within the Caribbean and Latin America region in the table below. Operating revenues by geographic regions for the three months ended March 31, 2025 and 2024 are summarized below (in millions):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Domestic & Canada | $ | $ | ||||||||||||
| Caribbean & Latin America | ||||||||||||||
| Atlantic | ||||||||||||||
| Total operating revenue | $ | $ | ||||||||||||
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Part I, Item 2 of this Report should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Report and our audited consolidated financial statements and related notes included in our 2024 Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A "Risk Factors" of our 2024 Form 10-K and in Part II, Item 1A "Risk Factors" and other parts of this Report.
OVERVIEW
First Quarter 2025 Results
In the first quarter of 2025, we incurred a $208 million net loss, compared to a net loss of $716 million for the same period in 2024. Net loss decreased primarily due to the March 2024 write off of Spirit-related costs for $532 million as a result of the termination of the Merger Agreement.
Our first quarter 2025 highlights include the following:
•First quarter 2025 system available seat miles ("ASMs" or "capacity") decreased by 4.3% year-over-year.
•Operating revenue for the first quarter of 2025 was $2.1 billion, a decrease of 3.1% year-over-year.
•Operating expense for the first quarter of 2025 was $2.3 billion, a 21.0% decrease year-over-year.
•Operating expense, excluding special items, for the first quarter of 2025 was $2.3 billion, a 2.2% (1) decrease year-over-year. There were no special items in the first quarter of 2025.
•Operating expense per available seat mile ("CASM") for the first quarter of 2025 decreased by 17.4% year-over-year to 14.83 cents compared to the first quarter of 2024.
•Excluding fuel, special items, and operating expenses related to our non-airline businesses, our cost per available seat mile ("CASM ex-fuel") (1) increased by 8.3% to 11.45 cents in the first quarter of 2025 compared to the first quarter of 2024.
(1) Refer to "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 22
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recent Developments
JetForward
JetForward, our strategic framework, is focused on four priority moves: delivering reliable and caring service, building the best east coast leisure network, offering products and perks customers value, and providing a secure financial future. Our JetForward plan, which is designed to support our long-term profitability goals, reflects various assumptions regarding factors that may impact our operational and financial performance. For further information on potential factors that could affect the success of our strategic initiatives, including JetForward, see our 2024 Form 10-K.
The sections below highlight some additional changes made to support these priority moves during the quarter.
Reliable and Caring Service
On-time performance, as defined by the DOT, is arrival within 14 minutes of scheduled arrival time. In the three months ended March 31, 2025, our system-wide on-time performance was 75.1% compared to 70.9% for the same period in 2024. Our completion factor was 98.6% for the three months ended March 31, 2025 compared to 98.7% for the same period in 2024.
Best East Coast Leisure Network
We remain committed to focusing our network in 2025 on high-performing leisure, visiting-friends-and-relatives and transcontinental routes in core geographies like New York, New England, Florida, and Puerto Rico. In 2024, we made a number of network changes, which are expected to ramp up throughout 2025. We have seen initial benefits from these network changes, primarily new BlueCities in the northeast, further reinforcing our decision to pursue growth in core markets loyal to the JetBlue brand.
Products and Perks Customers Value
During the quarter, we continued to make enhancements to our customer experience by increasing the value of our product offerings and customer experience.
We launched further enhancements to our EvenMore® product by adding additional amenities such as dedicated overhead bin space, free alcohol, and a premium snack.
In January 2025, we launched a premium co-branded credit card, which quickly met sign-up targets.
A Secure Financial Future
To secure our financial future and navigate near-term demand volatility, we are focused on maintaining a strong liquidity position and evaluating opportunities to reduce our controllable costs. We continue to make progress on the JetForward cost program, by executing technology driven efficiencies, enhancing our planning and sourcing strategies, and unlocking savings from cross-functional fuel burn optimization efforts.
Liquidity
At March 31, 2025, we had $3.8 billion in liquidity, which included unrestricted cash, cash equivalents, short-term investments, and long-term marketable securities. In addition, we had a $600 million Citibank line of credit.
Sustainability
Along with our fuel partners, we marked the first-ever regular supply of sustainable aviation fuel for commercial air travel in the region at JFK.
Pratt & Whitney
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A321neo and Airbus A220 fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliability deficiencies, as of March 31, 2025, we had 11 aircraft grounded due to lack of engine
23
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
availability. The Company currently expects each removed engine to take approximately 300 days to complete a shop visit and return to a serviceable condition.
Given that we expect to have a certain number of aircraft groundings through 2025 and beyond, we plan to continue to assess the resulting impact on our future capacity plans. We are currently working with Pratt & Whitney on a resolution and any potential remediation steps remains uncertain.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2025 vs. 2024
Overview
We reported a net loss of $208 million, operating loss of $174 million and an operating margin of (8.2)% for the three months ended March 31, 2025. This compares to a net loss of $716 million, an operating loss of $719 million and an operating margin of (32.6)% for the three months ended March 31, 2024. Our loss per share was $0.59 for the first quarter of 2025 compared to a loss per share of $2.11 for the same period in 2024. Net loss decreased $508 million year-over-year primarily due to the March 2024 write off of Spirit-related costs for $532 million as a result of the termination of the Merger agreement.
Our reported results for the three months ended March 31, 2025 and 2024 included the effects of special items and certain gains and losses on investments. Adjusting for these items, our adjusted net loss (1) was $209 million, adjusted operating loss (1) was $174 million, adjusted operating margin (1) was (8.2)%, and adjusted loss per share (1) was $0.59 for the three months ended March 31, 2025. This compares to an adjusted net loss (1) of $145 million, adjusted operating loss (1) of $157 million, adjusted operating margin (1) of (7.1)%, and adjusted loss per share (1) of $0.43 for the three months ended March 31, 2024.
Operating Revenues
| (Revenues in millions; percent changes based on unrounded numbers) | Three Months Ended March 31, | Year-over-Year Change | ||||||||||||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||||||||||||
| Passenger revenue | $ | 1,969 | $ | 2,055 | $ | (86) | (4.2) | % | ||||||||||||||||||
| Other revenue | 171 | 154 | 17 | 10.9 | % | |||||||||||||||||||||
| Total operating revenues | $ | 2,140 | $ | 2,209 | $ | (69) | (3.1) | % | ||||||||||||||||||
| Average fare | $ | 212.58 | $ | 214.39 | $ | (1.81) | (0.8) | % | ||||||||||||||||||
| Yield per passenger mile (cents) | 15.63 | 15.80 | (0.17) | (1.1) | ||||||||||||||||||||||
| Passenger revenue per ASM (cents) | 12.62 | 12.60 | 0.02 | 0.2 | ||||||||||||||||||||||
| Operating revenue per ASM (cents) | 13.71 | 13.54 | 0.17 | 1.3 | ||||||||||||||||||||||
| Average stage length (miles) | 1,297 | 1,279 | 18 | 1.4 | ||||||||||||||||||||||
| Revenue passengers (thousands) | 9,264 | 9,584 | (320) | (3.3) | ||||||||||||||||||||||
| Revenue passenger miles (millions) | 12,601 | 13,002 | (401) | (3.1) | ||||||||||||||||||||||
| Available seat miles (ASMs) (millions) | 15,608 | 16,313 | (705) | (4.3) | ||||||||||||||||||||||
| Load factor | 80.7 | % | 79.7 | % | 1.0 | pts. | ||||||||||||||||||||
Passenger revenue is our primary source of revenue, which includes seat revenue and baggage fees, as well as revenue from our ancillary product offerings such as Even More®. Passenger revenue decreased 4.2% for the three months ended March 31, 2025 compared to the same period in 2024. This was mainly driven by a 4.3% reduction in capacity.
Other revenue increased $17 million, or 10.9%, primarily due to higher customer spend related to loyalty revenue from the non-transportation elements of the sale of TrueBlue® points. Other revenue also includes revenue from the sale of vacation packages, airport concessions and advertising revenue.
(1) Refer to "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 24
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We measure capacity in terms of available seat miles, which represents the number of seats available for passengers multiplied by the number of miles the seats are flown. Yield, or the average amount one passenger pays to fly one mile, is calculated by dividing passenger revenue by revenue passenger miles. We attempt to increase passenger revenue by increasing our yield and also increasing our load factor of flights, when possible. Our objective is to optimize our fare mix to increase our overall revenue per available seat mile while continuing to provide our customers with competitive fares.
Operating Expenses
In detail, our operating costs per ASM, were as follows:
| (in millions; per ASM data in cents; percent changes based on unrounded numbers) | Three Months Ended March 31, | Year-over-Year Change | Cents per ASM | |||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||||||||
| Aircraft fuel | $ | 511 | $ | 625 | $ | (114) | (18.3) | % | 3.27 | 3.84 | (14.6) | % | ||||||||||||||||||||||||||||||||
| Salaries, wages and benefits | 863 | 823 | 40 | 4.9 | 5.53 | 5.04 | 9.6 | |||||||||||||||||||||||||||||||||||||
| Landing fees and other rents | 159 | 165 | (6) | (3.0) | 1.03 | 1.01 | 1.3 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 168 | 158 | 10 | 6.1 | 1.08 | 0.97 | 10.9 | |||||||||||||||||||||||||||||||||||||
| Aircraft rent | 19 | 27 | (8) | (29.2) | 0.12 | 0.16 | (26.0) | |||||||||||||||||||||||||||||||||||||
| Sales and marketing | 70 | 77 | (7) | (8.8) | 0.45 | 0.47 | (4.7) | |||||||||||||||||||||||||||||||||||||
| Maintenance, materials and repairs | 191 | 132 | 59 | 43.9 | 1.22 | 0.81 | 50.4 | |||||||||||||||||||||||||||||||||||||
| Special items | — | 562 | (562) | NM | (1) | — | 3.44 | NM | ||||||||||||||||||||||||||||||||||||
| Other operating expenses | 333 | 359 | (26) | (7.2) | 2.13 | 2.21 | (3.0) | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 2,314 | $ | 2,928 | $ | (614) | (21.0) | % | 14.83 | 17.95 | (17.4) | % | ||||||||||||||||||||||||||||||||
(1) Not meaningful or greater than 100% change.
Aircraft Fuel
Aircraft fuel decreased by $114 million, or 18.3%, for the three months ended March 31, 2025 compared to the same period in 2024. The average fuel price decreased by 13.5% to $2.57 per gallon and fuel consumption decreased by 5.6%, or 12 million gallons.
Depreciation and Amortization
Depreciation and amortization increased by $10 million, or 6.1%, for the three months ended March 31, 2025 compared to the same period in 2024. This increase was primarily driven by the induction of new aircraft and engines.
Aircraft Rent
Aircraft rent decreased by $8 million, or 29.2%, in the three months ended March 31, 2025 compared to the same period in 2024, as a result of fewer leases for Airbus A320 aircraft and Embraer E190 aircraft. The Company purchased certain Airbus A320 aircraft off lease and certain Embraer E190 aircraft leases reached their lease expiration and were returned to the lessor as part of the Company's fleet transition plan.
Sales and Marketing
Sales and marketing decreased by $7 million, or 8.8%, in the three months ended March 31, 2025 compared to the same period in 2024, primarily due to lower credit card fees as a result of reduction in capacity.
Maintenance, Materials and Repairs
Maintenance, materials and repairs increased by $59 million, or 43.9%, in the three months ended March 31, 2025 compared to the same period in 2024, primarily due to the timing of Airbus A320 engine repairs and Embraer E190 engine lease return repairs.
25
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Items
There were no special items for the three months ended March 31, 2025.
For the three months ended March 31, 2024, special items included the following:
•$532 million relating to Spirit-related costs;
•$15 million relating to voluntary opt-out costs; and
•$15 million relating to Embraer E190 fleet transition costs.
Other Operating Expenses
Other operating expenses decreased by $26 million, or 7.2%, in the three months ended March 31, 2025 compared to the same period in 2024, primarily due to gains from two engine sale-leaseback transactions.
Other Income (Expense)
| (in millions; percent changes based on unrounded numbers) | Three Months Ended March 31, | Year-over-Year Change | ||||||||||||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||||||||||||
| Interest expense | $ | (148) | $ | (53) | $ | (95) | NM | (1) | ||||||||||||||||||
| Interest income | 38 | 19 | 19 | 94.1 | % | |||||||||||||||||||||
| Capitalized interest | 3 | 4 | (1) | (25.6) | ||||||||||||||||||||||
Gain (loss) on investments, net | 1 | (22) | 23 | NM | ||||||||||||||||||||||
| Other | 9 | 4 | 5 | NM | ||||||||||||||||||||||
| Total other expense | $ | (97) | $ | (48) | $ | (49) | NM | |||||||||||||||||||
(1) Not meaningful or greater than 100% change.
Interest Expense
Interest expense increased by $95 million, for the three months ended March 31, 2025 compared to the same period in 2024. This increase was primarily due to the financing of our TrueBlue® program as well as incremental failed aircraft sale-leaseback transactions and new equipment notes. These increases were partially offset by commitment fees incurred in 2024 related to the $3.5 billion Senior Secured Bridge Facility, but canceled in March 2024 in connection with the termination of the merger with Spirit.
Interest Income
Interest income increased by $19 million, or 94.1%, for the three months ended March 31, 2025 compared to the same period in 2024. This increase was primarily driven by an increase in short term investments due to the proceeds received from the TrueBlue® Financings.
Gain (loss) on investments, net
Gain (loss) on investments, net resulted in a $1 million gain for the three months ended March 31, 2025, compared to a $22 million loss for the same period in 2024. The gain in the first quarter of 2025 is primarily related to realized gains on our JetBlue Technology Ventures LLC ("JBV") equity investments. The loss in the first quarter of 2024 is primarily related to a mark-to-market adjustment on our preferred shares of one of our JBV equity investments.
26
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The airline business is capital intensive. Our ability to successfully execute our growth plans is largely dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business depends on maintaining sufficient liquidity. We believe we have adequate resources from a combination of cash and cash equivalents, investment securities on hand, and available lines of credit. Additionally, our unencumbered assets could be an additional source of liquidity, if necessary.
In the future, we may decide to seek additional financing or to further increase our capital resources by issuing shares of our capital stock, offering debt or other equity securities or refinancing outstanding debt or securities. Issuing additional shares of our capital stock, other equity securities or additional securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Our debt agreements contain various affirmative, negative and financial covenants and complying with certain of these covenants, or entering into agreements with additional covenants, may restrict our ability to pursue our strategy or otherwise constrain our operations. Failure to comply with these covenants could lead to an event of default under the agreements, which may result in, among other things, an acceleration of outstanding obligations under such agreements. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the availability, amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership.
At March 31, 2025, we had unrestricted cash, cash equivalents, short-term investments, and long-term marketable securities of $3.8 billion, which we believe will be sufficient to satisfy our liquidity needs for at least the next twelve months from the date of this Report, and we expect to meet our long-term liquidity needs with our projected cash from operations, available lines of credit and debt financing.
We believe a healthy liquidity position is a crucial element of our ability to weather any part of the economic cycle while continuing to execute on our plans for profitable growth and increased returns. Our goal is to continue to be diligent with our liquidity, maintain financial flexibility, and be prudent with capital spending.
Analysis of Cash Flows
Operating Activities
We rely primarily on operating cash flows to provide working capital for current and future operations. Cash flows from operating activities were $114 million and $204 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in operating cash flow is driven by the net change in working capital.
Investing Activities
During the three months ended March 31, 2025, flight equipment capital expenditures included $125 million related to the purchase of aircraft and spare engines as well as aircraft interior modifications. Flight capital expenditures also included $20 million in spare part purchases. Other property and equipment capital expenditures included ground equipment purchases and facilities improvements for $31 million. Investing activities for the current year period also included $500 million in net purchases of investment securities, $44 million of proceeds from the sale of assets and sale-leaseback transactions, and $11 million in aircraft pre-delivery deposit payments.
During the three months ended March 31, 2024, flight equipment capital expenditures included $386 million related to the purchase of aircraft and spare engines as well as aircraft interior modifications. Flight capital expenditures also included $20 million in spare part purchases. Other property and equipment capital expenditures included ground equipment purchases and facilities improvements for $21 million. Investing activities also included $93 million in net proceeds from investment securities, $39 million in aircraft pre-delivery deposit payments, and $22 million in Spirit shareholder payments.
Financing Activities
Financing activities for the three months ended March 31, 2025 primarily consisted of $81 million in payments on our outstanding debt and finance lease obligations.
Financing activities for the three months ended March 31, 2024 primarily consisted of proceeds from failed sale-leaseback transactions of $332 million partially offset by $58 million in payments on our outstanding debt and finance lease obligations.
27
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Working Capital
We had working capital of $51 million and $377 million at March 31, 2025 and December 31, 2024, respectively. Our working capital decreased by $326 million primarily due higher current air-traffic liability due to seasonality fluctuations.
We expect to meet our obligations as they become due through available cash, investment securities, and internally generated funds, supplemented, as necessary, by financing activities which may be available to us. However, we cannot predict what the effect on our business might be from future developments related to the extremely competitive environment in which we operate, or from events beyond our control, such as volatile fuel prices, economic conditions, weather-related disruptions, airport infrastructure challenges, the spread of infectious diseases, the impact of other airline bankruptcies, restructurings or consolidations, U.S. or international military actions, acts of terrorism, or other external geopolitical events and conditions. We believe there is sufficient liquidity available to us to meet our cash requirements for at least the next 12 months.
Other
On February 27, 2025, we filed an automatic shelf registration statement with the SEC. This registration statement replaces the previous one, which expired in February 2025. Under this shelf registration statement, we may offer and sell from time to time common stock, preferred stock, debt securities, depository shares, warrants, stock purchase contracts, stock purchase units, subscription rights, and pass-through certificates. We may utilize this shelf registration statement, or a replacement filed with the SEC, in the future to raise capital to fund the continued development of our products and services, the commercialization of our products and services, to repay indebtedness, or for other general corporate purposes. The warrants issued in connection with the various federal government support programs were made, and any issuances of our underlying common stock are expected to be made, in reliance on the exemption from the registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for transactions not involving a public offering.
Contractual Obligations
Our material cash requirements for known contractual and other obligations includes the following (in millions):
| Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
Debt and finance lease obligations (1) | $ | 727 | $ | 1,256 | $ | 921 | $ | 998 | $ | 2,203 | $ | 5,737 | $ | 11,842 | ||||||||||||||||||||||||||||||
Operating lease obligations (2) | 111 | 129 | 118 | 101 | 86 | 999 | 1,544 | |||||||||||||||||||||||||||||||||||||
| Flight equipment purchase obligations | 734 | 721 | 393 | 410 | 321 | 3,727 | 6,306 | |||||||||||||||||||||||||||||||||||||
Other obligations (3) | 332 | 374 | 376 | 427 | 289 | 6 | 1,804 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 1,904 | $ | 2,480 | $ | 1,808 | $ | 1,936 | $ | 2,899 | $ | 10,469 | $ | 21,496 | ||||||||||||||||||||||||||||||
The amounts stated above do not include additional obligations incurred as a result of financing activities executed after March 31, 2025 except as otherwise noted.
(1) Includes actual interest and estimated interest for floating-rate debt. Estimated floating rate is equal to Secured Overnight Financing Rate ("SOFR") plus a margin based on March 31, 2025 rates.
(2) Primarily relates to JFK Terminal 5, aircraft and spare engines, and our corporate office in Long Island City.
(3) Amounts primarily include non-cancelable commitments for flight equipment maintenance, construction and information technology.
As of March 31, 2025, we were in compliance with the material covenants of our debt and lease agreements.
In August 2024, JetBlue co-issued with Loyalty LP, the TrueBlue® Notes and TrueBlue® Term Loan Facility. The agreements governing the TrueBlue® Notes and TrueBlue® Term Loan Facility contains affirmative, negative and financial covenants including compliance with certain debt service coverage ratios and minimum liquidity requirements. These agreements also contain events of default, including a cross-default to other material indebtedness.
We have $59 million of restricted cash pledged under standby letters of credit related to certain leases that will expire at the end of the related lease terms. Approximately 63% of our owned property and equipment and intangible assets at net book value were pledged or committed to be pledged as security under various loan agreements.
28
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Aircraft
As of March 31, 2025, our operating fleet consisted of (1):
| Aircraft Type | Aircraft Count | |||||||
| Airbus A220 | 45 | |||||||
| Airbus A320 | 11 | |||||||
| Airbus A320 Restyled | 119 | |||||||
| Airbus A321 | 28 | |||||||
Airbus A321 with Mint® | 35 | |||||||
| Airbus A321neo | 16 | |||||||
Airbus A321neo with Mint® | 10 | |||||||
Airbus A321neoLR with Mint® | 11 | |||||||
Embraer E190 (2) | 12 | |||||||
| Total | 287 | |||||||
(1) This table includes aircraft that have been temporarily removed from service, including 11 aircraft grounded as of March 31, 2025, due to the required removal of certain Pratt & Whitney engines for inspection and lack of engine availability. All aircraft temporarily removed from service are expected to return to operation in the future.
(2) Embraer E190 excludes 19 permanently parked owned aircraft and five parked aircraft awaiting lease return.
Of our operating fleet, 264 are owned by us, 23 are leased under operating leases, and none are leased under finance leases. Our owned aircraft include aircraft associated with sale-leaseback transactions that did not qualify as sales for accounting purposes. As of March 31, 2025, the average age of our operating fleet was 12 years.
Flight Equipment Purchase Obligations
Our committed aircraft deliveries include the following aircraft (1):
| Year | Airbus A220 | Airbus A321neo | Total | ||||||||||||||
| Remainder of 2025 | 15 | 3 | 18 | ||||||||||||||
| 2026 | 16 | 1 | 17 | ||||||||||||||
| 2027 | 8 | — | 8 | ||||||||||||||
| 2028 | 9 | — | 9 | ||||||||||||||
| 2029 | 7 | — | 7 | ||||||||||||||
| Thereafter | — | 44 | 44 | ||||||||||||||
Total (2) | 55 | 48 | 103 | ||||||||||||||
(1) Our committed future aircraft deliveries are subject to change based on modifications to the contractual agreements or changes in the delivery schedules.
(2) In addition, we have options to purchase 20 A220-300 aircraft in 2027 and 2028.
Committed expenditures for our firm aircraft and spare engines include estimated amounts for contractual price escalations and pre-delivery deposits. We expect to meet our pre-delivery deposit requirements for our aircraft by paying cash or by using short-term borrowing facilities for deposits generally required six to 24 months prior to delivery. Any pre-delivery deposits paid by the issuance of notes are fully repaid at the time of delivery of the related aircraft.
Depending on market conditions, we may use a mix of cash and debt financing for aircraft scheduled for delivery in 2025. Although we believe debt and/or lease financing should be available to us, we cannot give any assurance that we will be able to secure financing on attractive terms, if at all. To the extent we cannot secure financing on terms we deem attractive, we may be required to pay in cash, further modify our aircraft acquisition plans, or incur higher than anticipated financing costs.
29
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Off-Balance Sheet Arrangements
There have been no material changes to off-balance sheet arrangements from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Off Balance Sheet Arrangements included in our 2024 Form 10-K.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates included in our 2024 Form 10-K.
30
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REGULATION G RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with GAAP; however, we present certain non-GAAP financial measures in this Report. Non-GAAP financial measures are financial measures that are derived from the condensed consolidated financial statements, but that are not presented in accordance with GAAP. We present these non-GAAP financial measures because we believe they provide useful supplemental information that enables a meaningful comparison of our results to others in the airline industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies. The information below provides an explanation of each non-GAAP financial measure used in this Report and shows a reconciliation of certain non-GAAP financial measure to its most directly comparable GAAP financial measure.
Operating Expenses, excluding Fuel, Other Non-Airline Operating Expenses, and Special Items ("Operating Expenses ex-fuel") and Operating Expense ex-fuel per Available Seat Mile ("CASM ex-fuel")
Operating Expense per Available Seat Mile ("CASM") is a common metric used in the airline industry. Our CASM for the relevant periods are summarized in the table below. We exclude aircraft fuel, operating expenses related to other non-airline businesses, such as JetBlue Technology Ventures and JetBlue Travel Products, and special items from total operating expenses to determine Operating Expenses ex-fuel, which is a non-GAAP financial measure, and we exclude the same items from CASM to determine CASM ex-fuel, which is also a non-GAAP financial measure. We believe the impact of these special items distorts our overall trends and that our metrics are more comparable with the presentation of our results excluding such impact.
For the three months ended March 31, 2025, there were no special items.
For the three months ended March 31, 2024, special items included Spirit-related costs, voluntary opt-out costs, and Embraer E190 fleet transition costs.
We believe Operating Expenses ex-fuel and CASM ex-fuel are useful for investors because they provide investors the ability to measure our financial performance excluding items that are beyond our control, such as fuel costs, which are subject to many economic and political factors, as well as items that are not related to the generation of an available seat mile, such as operating expense related to certain non-airline businesses and special items. We believe these non-GAAP measures are more indicative of our ability to manage airline costs and are more comparable to measures reported by other major airlines.
The table below provides a reconciliation of our total operating expenses (GAAP measure) to Operating Expenses ex-fuel, and our CASM to CASM ex-fuel for the periods presented.
| NON-GAAP FINANCIAL MEASURE RECONCILIATION OF OPERATING EXPENSE AND OPERATING EXPENSE PER ASM (CASM), EXCLUDING FUEL | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| $ | Cents per ASM | |||||||||||||||||||||||||||||||||||||
| (in millions; per ASM data in cents; percent changes based on unrounded numbers) | 2025 | 2024 | Percent Change | 2025 | 2024 | Percent Change | ||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 2,314 | $ | 2,928 | (21.0) | 14.83 | 17.95 | (17.4) | ||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Aircraft fuel | 511 | 625 | (18.3) | 3.27 | 3.84 | (14.6) | ||||||||||||||||||||||||||||||||
| Other non-airline expenses | 16 | 17 | (1.8) | 0.11 | 0.10 | 2.6 | ||||||||||||||||||||||||||||||||
| Special items | — | 562 | NM | (1) | — | 3.44 | NM | |||||||||||||||||||||||||||||||
| Operating expenses, excluding fuel | $ | 1,787 | $ | 1,724 | 3.7 | 11.45 | 10.57 | 8.3 | ||||||||||||||||||||||||||||||
(1) Not meaningful or greater than 100% change.
31
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Expense, Operating Loss, Operating Margin, Pre-tax Loss, Pre-tax Margin, Net Loss and Loss per Share, excluding Special Items, and Gain (Loss) on Investments
Our GAAP results in the applicable periods were impacted by credits and charges that were deemed special items.
For the three months ended March 31, 2025, there were no special items.
For the three months ended March 31, 2024 special items included Spirit-related costs, voluntary opt-out costs, and Embraer E190 fleet transition costs.
Certain gains and losses on our investments, net were also excluded from our March 31, 2025 and 2024 non-GAAP results.
We believe the impact of these items distort our overall trends and that our metrics are more comparable with the presentation of our results excluding the impact of these items. The table below provides a reconciliation of our GAAP reported amounts to the non-GAAP amounts excluding the impact of these items for the periods presented.
| NON-GAAP FINANCIAL MEASURE | |||||||||||
| RECONCILIATION OF OPERATING EXPENSE, OPERATING LOSS, OPERATING MARGIN, PRE-TAX LOSS, PRE-TAX MARGIN, NET LOSS, LOSS PER SHARE, EXCLUDING SPECIAL ITEMS, AND GAIN (LOSS) ON INVESTMENTS | |||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions except percentages) | 2025 | 2024 | |||||||||
| Total operating revenues | $ | 2,140 | $ | 2,209 | |||||||
| RECONCILIATION OF OPERATING EXPENSE | |||||||||||
| Total operating expenses | $ | 2,314 | $ | 2,928 | |||||||
| Less: Special items | — | 562 | |||||||||
| Total operating expenses excluding special items | $ | 2,314 | $ | 2,366 | |||||||
| Percent change | (2.2) | % | |||||||||
| RECONCILIATION OF OPERATING LOSS | |||||||||||
| Operating loss | $ | (174) | $ | (719) | |||||||
| Add back: Special items | — | 562 | |||||||||
| Operating loss excluding special items | $ | (174) | $ | (157) | |||||||
| RECONCILIATION OF OPERATING MARGIN | |||||||||||
| Operating margin | (8.2) | % | (32.6) | % | |||||||
| Operating loss excluding special items | $ | (174) | $ | (157) | |||||||
| Total operating revenues | 2,140 | 2,209 | |||||||||
| Adjusted operating margin | (8.2) | % | (7.1) | % | |||||||
| RECONCILIATION OF PRE-TAX LOSS | |||||||||||
| Loss before income taxes | $ | (271) | $ | (767) | |||||||
| Add back: Special items | — | 562 | |||||||||
| Less: Gain (loss) on investments, net | 1 | (22) | |||||||||
| Loss before income taxes excluding special items and gain (loss) on investments | $ | (272) | $ | (183) | |||||||
| RECONCILIATION OF PRE-TAX MARGIN | |||||||||||
| Pre-tax margin | (12.7) | % | (34.7) | % | |||||||
| Loss before income taxes excluding special items | $ | (272) | $ | (183) | |||||||
| Total operating revenues | 2,140 | 2,209 | |||||||||
| Adjusted pre-tax margin | (12.7) | % | (8.3) | % | |||||||
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| NON-GAAP FINANCIAL MEASURE | |||||||||||
| RECONCILIATION OF OPERATING EXPENSE, OPERATING LOSS, OPERATING MARGIN, PRE-TAX LOSS, PRE-TAX MARGIN, NET LOSS, LOSS PER SHARE, EXCLUDING SPECIAL ITEMS, AND GAIN (LOSS) ON INVESTMENTS (CONTINUED) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions except percentages) | 2025 | 2024 | |||||||||
| RECONCILIATION OF NET LOSS | |||||||||||
| Net loss | $ | (208) | $ | (716) | |||||||
| Add back: Special items | — | 562 | |||||||||
| Less: Income tax benefit related to special items | — | 7 | |||||||||
| Less: Gain (loss) on investments, net | 1 | (22) | |||||||||
| Less: Income tax benefit (expense) related to gain (loss) on investments, net | — | 6 | |||||||||
| Net loss excluding special items and gain (loss) on investments | $ | (209) | $ | (145) | |||||||
| CALCULATION OF LOSS PER SHARE | |||||||||||
| Loss per common share | |||||||||||
| Basic | $ | (0.59) | $ | (2.11) | |||||||
| Add back: Special items | — | 1.65 | |||||||||
| Less: Income tax benefit related to special items | — | 0.02 | |||||||||
| Less: Gain (loss) on investments, net | — | (0.06) | |||||||||
| Less: Income tax benefit (expense) related to gain (loss) on investments, net | — | 0.01 | |||||||||
| Basic excluding special items and gain (loss) on investments | $ | (0.59) | $ | (0.43) | |||||||
| Diluted | $ | (0.59) | $ | (2.11) | |||||||
| Add back: Special items | — | 1.65 | |||||||||
| Less: Income tax benefit related to special items | — | 0.02 | |||||||||
| Less: Gain (loss) on investments, net | — | (0.06) | |||||||||
| Less: Income tax benefit (expense) related to gain (loss) on investments, net | — | 0.01 | |||||||||
| Diluted excluding special items and gain (loss) on investments | $ | (0.59) | $ | (0.43) | |||||||
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PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Except as described below, there have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2024 Form 10-K.
Aircraft Fuel
Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the March 31, 2025 cost per gallon of fuel. Based on projected fuel consumption for the next 12 months, including the impact of our hedging position, such an increase would result in an increase to aircraft fuel expense of approximately $210 million. As of March 31, 2025, we did not have any outstanding fuel hedging contracts.
Interest
Our earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate debt instruments and on interest income generated from our cash and investment balances. The interest rate is fixed for $6.8 billion of our debt and finance lease obligations, with the remaining $1.7 billion having floating interest rates. As of March 31, 2025, if interest rates were on average 100 basis points higher year-over-year, our annual interest expense would increase by approximately $18 million. This amount is determined by considering the impact of the hypothetical change in interest rates on our variable rate debt.
If interest rates were to average 100 basis points lower in 2025 than they were during 2024, our interest income from cash and investment balances would decrease by approximately $16 million. This amount is determined by considering the impact of the hypothetical change in interest rates on the balances of our money market funds and short-term, interest-bearing investments for the trailing twelve-month period.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer ("CEO"), and our Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our business, we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. Refer to Note 6 to our condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.
ITEM 1A. RISK FACTORS
Part I, Item 1A "Risk Factors" of our 2024 Form 10-K includes a discussion of our risk factors which are incorporated herein. There have been no other material changes from the risk factors associated with our business previously disclosed in our 2024 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) None.
(b) Not applicable.
(c) None.
ITEM 5. OTHER INFORMATION
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider trading arrangements.
During the three months ended March 31, 2025, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted terminated
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ITEM 6. EXHIBITS
| Exhibit Number | Exhibit | |||||||
| 10.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32** | ||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
| ^ | Information in this exhibit identified by brackets is confidential and has been excluded because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential. | |||||||
| § | Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. | |||||||
36
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JETBLUE AIRWAYS CORPORATION | ||||||||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||||||||
| Date: | April 29, 2025 | By: | /s/ Dawn Southerton | |||||||||||||||||||||||
| Dawn Southerton | ||||||||||||||||||||||||||
| Vice President, Controller | ||||||||||||||||||||||||||
| (Principal Accounting Officer) | ||||||||||||||||||||||||||
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