Jetblue Airways Corp 8-K, filed Sep 22, 2021
Jetblue Airways Corp (JBLU)
8-K
2021-09-22
For: 2021-09-21
View Original
Added on
April 11, 2026
About this 8-K
Jetblue Airways Corp filed this 8-K on September 22, 2021, reporting on events of September 21, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(718 ) 286-7900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
Item 7.01 Regulation FD Disclosure.
On September 21, 2021, JetBlue Airways Corporation issued a press release, and on September 22, 2021, posted materials at www.neaflies.com related to the matters described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references Item 7.01 of this Current Report on Form 8-K.
Item 8.01 Other Events.
On September 21, 2021, the United States Department of Justice (the “DOJ”), along with the Attorneys General of each of the States of Arizona, California, and Florida, the Commonwealths of Massachusetts, Pennsylvania, and Virginia, and the District of Columbia, filed a lawsuit in the United States District Court for the District of Massachusetts against JetBlue Airways Corporation (“JetBlue”) and American Airlines, Inc. (“American” and, together with JetBlue, the “Carriers” and each a “Carrier”) concerning the Carriers’ previously implemented Northeast Alliance (the “NEA”). The lawsuit asserts and seeks an adjudication that the NEA violates Section 1 of the Sherman Act, and that the Carriers be permanently enjoined from continuing and restrained from further implementing the NEA.
On July 15, 2020, JetBlue entered into the Northeast Alliance Agreement (the “NEA Agreement”) with American creating a strategic relationship designed to optimize each Carrier’s network through certain flights operated by each Carrier to and from John F. Kennedy International Airport, LaGuardia Airport, Newark Liberty International Airport and Boston Logan International Airport (collectively, the “NEA Airports”). In connection with the entry into the NEA, the Carriers entered into a Codeshare Agreement, a Mutual Growth Incentive Agreement and certain other related agreements. Following an extensive review, the U.S. Department of Transportation (the “DOT”) terminated its review of the NEA in January 2021 after JetBlue and American entered into certain binding commitments with the DOT.
The Carriers established the NEA to unlock capacity growth and customer benefits neither could achieve independently and to better compete in the Northeast.
JetBlue believes the lawsuit is without merit and, along with American, intends to defend itself vigorously.
Forward Looking Statements
Statements in this Current Report on Form 8-K contain various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which represent our management’s beliefs and assumptions concerning future events. These statements are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. When used in this document and in documents referred to herein, the words “expects,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, the outcome of the lawsuit filed by the DOJ and certain state Attorneys General against us related to our Northeast Alliance entered into with American Airlines; the coronavirus (“COVID-19”) pandemic and the outbreak of any other disease or similar public health threat that affects travel demand or behavior; restrictions on our business related to the financing we accepted under the CARES Act; our significant fixed obligations and substantial indebtedness; risk associated with execution of our strategic operating plans in the near-term and long-term; the recording of a material impairment loss of tangible or intangible assets; our extremely competitive industry; volatility in financial and credit markets which could affect our ability to obtain debt and/or lease financing or to raise funds through debt or equity issuances; volatility in fuel prices, maintenance costs and interest rates; our reliance on high daily aircraft utilization; our ability to implement our strategy; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on a limited number of suppliers, including for aircraft, aircraft engines and parts and vulnerability to delays by those suppliers; our dependence on the New York and Boston metropolitan markets and the effect of increased congestion in these markets; our reliance on automated systems and technology; our being subject to potential unionization, work stoppages, slowdowns or increased labor costs; our presence in some international emerging markets that may experience political or economic instability or may subject us to legal risk; reputational and business risk from information security breaches or cyber-attacks; changes in or additional domestic or foreign government regulation, including new or increased tariffs; changes in our industry due to other airlines' financial condition; acts of war or terrorism; global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for air travel; adverse weather conditions or natural disasters; and external geopolitical events and conditions. It is routine for our
internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or year.
Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Further information concerning these and other factors is contained in the Company's Securities and Exchange Commission (“SEC”) filings, including but not limited to, the Company's 2020 Annual Report on Form 10-K and other reports we file with or furnish to the SEC. Our forward-looking statements speak only as of the date of this Current Report on Form 8-K. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1** | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| ** | Furnished herewith | |||||||
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: | September 22, 2021 | By: | /s/ Alexander Chatkewitz | ||||||||||||||
| Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||||||||
PRESS RELEASE 
JetBlue CEO Robin Hayes Provides an Update on the Northeast Alliance and Action by the U.S. Department of Justice (DOJ)
Sep 21, 2021 -- NEW YORK -- JetBlue (NASDAQ: JBLU) CEO Robin Hayes today issued the following message to the airline’s 20,000 crewmembers:
Dear Crewmembers,
COVID-19 has thrown unimaginable challenges at us, and we’ve worked together to manage them every step of the way. We played defense to reduce spending and maintain our 21-year no furlough commitment, but we also went on the offense by investing in new routes and BlueCities that bring more of JetBlue’s competitive effect and low fares to the market. Our Northeast Alliance (NEA) with American Airlines is an example of how we played offense to not only get our fleet and Crewmembers flying again, but also set up JetBlue for long-term growth and bring more competition to the Northeast.
Given our focus on the NEA, I wanted to talk about action the U.S. Department of Justice (DOJ) is taking in federal court to unwind the NEA. Regardless of what the DOJ claims about us in court and in the media, it’s important you know that JetBlue’s commitment to competition and low fares remains as strong as ever. This is not at all like a merger with American – we have two different business models and are not working together on pricing. It’s also important that you have the full picture on benefits the NEA is already delivering, and I want to reassure you that the DOJ’s action will not affect our plans to continue implementing the NEA.
Many things set JetBlue apart, but our “secret sauce” is our 20,000 passionate and caring Crewmembers who believe a small airline like ours can continue to make a big difference. Each of you deliver a simple but extraordinary value proposition – that no one should have to choose between a low fare and a great experience. By bringing this to life for 21 years, you’ve helped us build a much-loved low-fare brand and a reputation for shaking up the status quo, challenging the competition to raise their game.
Even though our low fares and great service benefit travelers, it hasn’t always been easy to get our foot in the door at the largest and most important congested airports where the big airlines dominate. We’ve had to fight our way into airports like Los Angeles (LAX), Newark, Atlanta, Miami and others where the “JetBlue Effect” of lowering fares and stimulating new demand is badly needed.
If there is a silver lining to the pandemic’s impact on our industry, it’s that space freed up for us to introduce competition in airports like LAX and Miami, and we’re setting ourselves up for long-term success at London Heathrow, where we recently launched our transformative transatlantic service. I’m so proud of how far we’ve come, but there is
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still plenty of opportunity for us to shake up the market with more competition, especially in the Northeast where Customers who know and love JetBlue keep asking for us to grow.
While we have built a successful business in both New York and Boston, our runway for growth in the Northeast to challenge global legacy carriers Delta and United is limited. And I’m sad to say that our biggest obstacle to bringing more low fares and great service to the Northeast right now is the DOJ – the very government agency that should be making every effort to foster robust competition among airlines.
In New York’s airports, there has been quite literally no room for us to add flights. There are no slots available at LGA and JFK, and it remains extremely difficult to grow in Newark given gate and space constraints. Delta and United – with large international networks, ample financial resources, and significant airport gate and slot holdings – have a lock on the market and make it impossible for an airline like JetBlue to grow and introduce sorely needed low-fare competition. In Boston, Customers really love flying JetBlue, but our sales pitch is hampered by a relative lack of network breadth and depth compared to the deep-pocketed legacy airline that plans to grow even further there.
These obstacles to growth led us to an unlikely alliance with American Airlines which, even as the world’s largest carrier, also has not been able to compete with Delta and United’s dominance in the Northeast.
The backbone of the NEA is lots of JetBlue growth, bringing our much-loved experience and low fares on more routes as we tap into American’s slot portfolio and Customer base. We create a viable third competitor in the Northeast by connecting our growing network to American’s through codeshare and reciprocal loyalty benefits. American gets to codeshare and put its loyal Customers on JetBlue’s growing New York and Boston network of flights. The NEA also enables JetBlue to grow our network even faster than we otherwise would have, and these opportunities are a large part of why we delayed the retirement of our 30 owned E190 aircraft.
We hoped this plan to introduce new competition to the marketplace would receive a warm reception from both DOT and DOJ. After an exhaustive six-month review, the DOT welcomed this new, meaningful change to the competitive landscape by entering into an agreement with us. DOJ and some states, however, have not been receptive. DOJ believes that American’s influence will bring an end to the “JetBlue Effect.” Of course, the NEA is already up and running and every day we are proving DOJ’s theory wrong. We have no intention of abandoning our low-fare model – in fact, the NEA empowers us to deliver more of it.
The NEA is already delivering benefits
In court, DOJ is sure to face an uphill battle opposing the expansion of low fares in New York and Boston. There is absolutely no evidence that the NEA is harming consumers, and quite the opposite, it is already delivering on the benefits we promised:
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The NEA is enabling the expansion of JetBlue’s low fares and great service:
•JetBlue has announced nine new BlueCities and 32 new routes, fully enabled by access to American’s slot portfolio and feed from their Customer base.
•At LGA, we’ll be up to 35 daily departures by the end of the year; by next summer we plan to boost that to 50+ daily JetBlue departures – bringing badly needed competition to this airport where we were capped at 16 daily departures before the NEA.
•With JetBlue’s NEA growth, we need more aircraft flying and have delayed the retirement of the 30 E190s we own (we lease the other 30), leading to significant net aircraft growth.
Together with American, we are providing Customers more choices and benefits that create a true third competitor to the two dominant legacies in the Northeast.
•JetBlue and American have added 58 new routes, including 18 international flights that will be launched by 2022, and increased frequencies on more than 130 routes giving more options and choices to Customers.
•We are now codesharing on 175 routes. This gives us a combined schedule with the number of markets and seats that for the first time in our two-decade history allows us to stack up against the dominant carriers.
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•Since the NEA was implemented in February, JetBlue and American have collectively grown more quickly than Delta and United across New York and Boston, offering Customers more options for travel and getting our Crewmembers back to work faster.
•Delta and United are already responding by launching new routes, introducing larger aircraft, and bringing premium seats to Boston and New York. This is exactly the type of action you would expect when there is a competitive influence in the market.
•We’re introducing loyalty benefits that give both JetBlue and American Customers the opportunity to earn and redeem on both airlines, and reciprocal benefits – creating a new option for Customers that previously would not have considered us. American has 23 million AAdvantage members, and now JetBlue is a more attractive option for them.
•Even with the NEA, we continue to independently price as we always have and remain tough competitors to American in markets where we are going to head-to-head. Our recent growth in LAX, Miami and London are just a few examples of where we have proven we will not back down from competing with American.
We have tried, and failed, for many years to gain additional slots so that we can add flights and competition. Without more slots and access available to us, we developed a creative way to grow into a stronger competitor to United and Delta in these very
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congested markets, while retaining our independence and competing with the same fierceness against American in other markets.
The irony now is that the government agency responsible for preserving competition is instead trying to take away our ability to further expand our low fares in these markets. What the DOJ says and does seem to be in conflict – it’s quite puzzling and hypocritical for DOJ to applaud DOT’s recent efforts to promote competition at Newark while standing in the way of JetBlue’s growth. Rather than use the public’s resources to stifle competition in court, DOJ should monitor the NEA’s progress over the months ahead and hold us accountable for delivering the Customer benefits we’ve promised.
Our implementation of the NEA will continue
While it’s extremely unfortunate DOJ would rather take us to court than help us compete, we’re ready to make a strong case on why more low-fare JetBlue growth is good for Customers. We fully expect the court to find that nothing about the NEA changes our business model or our role as a force for good in the industry.
We cannot let this lawsuit slow our momentum in bringing the NEA to life. Because of growth from the NEA, we are on track to hire 1,800 new Crewmembers this year. We fully intend to launch the new routes and BlueCities we have announced, as well as expand codeshare options. Our IT investments will move full speed ahead to improve our systems in support of our Crewmembers and Customers. Expect to see us deliver great new loyalty program enhancements in the coming months for both JetBlue and American Customers. We’ll continue to work with American to provide better re-accommodation options when our Customers’ travel plans don’t go as expected. And, within our airport operations, we’ll continue to find ways to offer a seamless Customer experience and connections – for example, with our new bussing operation at JFK.
As we continue forward, many others will stand behind the NEA – loyal Customers who now have more choices and low fares, thousands of Crewmembers benefitting from the additional flying, and key Congressional leaders like Senate Majority Leader Chuck Schumer who have voiced their support for the NEA. Like every challenge we’ve faced in our history, we will come out the other side stronger and prove to all the skeptics what good JetBlue can do when given the chance to make a difference.
Sincerely,
Robin Hayes
Chief Executive Officer
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About JetBlue Airways
JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue carries customers across the U.S., Caribbean and Latin America. For more information, visit jetblue.com.
JetBlue Corporate Communications
Tel: +1.718.709.3089
corpcomm@jetblue.com
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