Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2022 |
Document Transition Report | false |
Entity File Number | 000-49728 |
Entity Registrant Name | JETBLUE AIRWAYS CORP |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 87-0617894 |
Entity Address, Address Line One | 27-01 Queens Plaza North |
Entity Address, City or Town | Long Island City |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11101 |
City Area Code | 718 |
Local Phone Number | 286-7900 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | JBLU |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 323,854,365 |
Entity Central Index Key | 0001158463 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,611 | $ 2,018 |
Investment securities | 873 | 824 |
Receivables, less allowance (2022-$3; 2021-$3) | 291 | 207 |
Inventories, less allowance (2022-$26; 2021-$24) | 73 | 74 |
Prepaid expenses and other | 146 | 124 |
Total current assets | 2,994 | 3,247 |
PROPERTY AND EQUIPMENT | ||
Flight equipment | 11,390 | 11,161 |
Predelivery deposits for flight equipment | 369 | 337 |
Total flight equipment and predelivery deposits, gross | 11,759 | 11,498 |
Less accumulated depreciation | 3,430 | 3,227 |
Total flight equipment and predelivery deposits, net | 8,329 | 8,271 |
Other property and equipment | 1,274 | 1,205 |
Less accumulated depreciation | 699 | 662 |
Total other property and equipment, net | 575 | 543 |
Total property and equipment, net | 8,904 | 8,814 |
OPERATING LEASE ASSETS | 739 | 729 |
OTHER ASSETS | ||
Investment securities | 120 | 39 |
Restricted cash | 79 | 59 |
Intangible assets, less accumulated amortization (2022-$430; 2021-$405) | 269 | 284 |
Other | 438 | 470 |
Total other assets | 906 | 852 |
TOTAL ASSETS | 13,543 | 13,642 |
CURRENT LIABILITIES | ||
Accounts payable | 585 | 499 |
Air traffic liability | 1,984 | 1,618 |
Accrued salaries, wages and benefits | 489 | 480 |
Other accrued liabilities | 465 | 359 |
Current operating lease liabilities | 114 | 106 |
Current maturities of long-term debt and finance lease obligations | 428 | 355 |
Total current liabilities | 4,065 | 3,417 |
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | 3,394 | 3,651 |
LONG-TERM OPERATING LEASE LIABILITIES | 699 | 690 |
DEFERRED TAXES AND OTHER LIABILITIES | ||
Deferred income taxes | 742 | 843 |
Air traffic liability - non-current | 667 | 640 |
Other | 530 | 552 |
Total deferred taxes and other liabilities | 1,939 | 2,035 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value; 25 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 900 shares authorized, 482 and 478 shares issued and 324 and 320 shares outstanding at June 30, 2022 and December 31, 2021, respectively | 5 | 5 |
Treasury stock, at cost; 158 and 158 shares at June 30, 2022 and December 31, 2021, respectively | (1,995) | (1,989) |
Additional paid-in capital | 3,095 | 3,047 |
Retained earnings | 2,343 | 2,786 |
Accumulated other comprehensive income (loss) | (2) | 0 |
Total stockholders’ equity | 3,446 | 3,849 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 13,543 | $ 13,642 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3 | $ 3 |
Inventory valuation reserves | 26 | 24 |
Accumulated amortization | $ 430 | $ 405 |
Preferred stock, par value (In dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 482,000,000 | 478,000,000 |
Common stock, shares, outstanding (in shares) | 324,000,000 | 320,000,000 |
Treasury stock, shares (in shares) | 158,000,000 | 158,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues [Abstract] | ||||
Total revenue | $ 2,445 | $ 1,499 | $ 4,181 | $ 2,232 |
OPERATING EXPENSES | ||||
Aircraft fuel and related taxes | 910 | 336 | 1,481 | 530 |
Salaries, wages and benefits | 695 | 577 | 1,383 | 1,098 |
Landing fees and other rents | 149 | 174 | 281 | 289 |
Depreciation and amortization | 145 | 133 | 288 | 258 |
Aircraft rent | 27 | 26 | 53 | 50 |
Sales and marketing | 78 | 47 | 135 | 70 |
Maintenance, materials and repairs | 162 | 164 | 313 | 268 |
Other operating expenses | 348 | 261 | 683 | 471 |
Special items | 44 | (366) | 44 | (655) |
Total operating expenses | 2,558 | 1,352 | 4,661 | 2,379 |
OPERATING (LOSS) INCOME | (113) | 147 | (480) | (147) |
OTHER EXPENSE | ||||
Interest expense | (40) | (54) | (77) | (112) |
Interest income | 8 | 4 | 12 | 8 |
Gain (loss) on investments, net | (5) | 0 | (4) | 3 |
Other | (1) | (40) | 0 | (42) |
Total other expense | (38) | (90) | (69) | (143) |
(LOSS) INCOME BEFORE INCOME TAXES | (151) | 57 | (549) | (290) |
Income tax (benefit) | 37 | (7) | (106) | (107) |
NET (LOSS) INCOME | $ (188) | $ 64 | $ (443) | $ (183) |
(LOSS) EARNINGS PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ (0.58) | $ 0.20 | $ (1.38) | $ (0.58) |
Diluted (in dollars per share) | $ (0.58) | $ 0.20 | $ (1.38) | $ (0.58) |
Passenger | ||||
Revenues [Abstract] | ||||
Total revenue | $ 2,302 | $ 1,388 | $ 3,904 | $ 2,058 |
Other | ||||
Revenues [Abstract] | ||||
Total revenue | $ 143 | $ 111 | $ 277 | $ 174 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
NET (LOSS) INCOME | $ (188) | $ 64 | $ (443) | $ (183) |
Changes in fair value of derivative instruments, net of reclassifications into earnings, net of taxes | (1) | 0 | (2) | 0 |
Total other comprehensive (loss) | (1) | 0 | (2) | 0 |
COMPREHENSIVE (LOSS) INCOME | $ (189) | $ 64 | $ (445) | $ (183) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Deferred taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (443) | $ (183) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Deferred income taxes | (101) | (93) | |
Depreciation | 262 | 238 | |
Amortization | 26 | 20 | |
Impairment of long-lived asset | 5 | 0 | |
Stock-based compensation | 18 | 17 | |
Changes in certain operating assets and liabilities | 537 | 1,439 | |
Deferred federal payroll support program grants | 0 | 185 | |
Other, net | (5) | 35 | |
Net cash provided by operating activities | 299 | 1,658 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (274) | (524) | |
Predelivery deposits for flight equipment | (65) | (16) | |
Purchase of held to maturity investments | (85) | 0 | |
Purchase of available-for-sale securities | (461) | (520) | |
Proceeds from the sale/maturity of held to maturity investments | 2 | 0 | |
Proceeds from the sale of available-for-sale securities | 405 | 340 | |
Other, net | (7) | (2) | |
Net cash used in investing activities | (485) | (722) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 0 | 1,010 | |
Proceeds from issuance of common stock | 29 | 22 | |
Proceeds from issuance of stock warrants | 0 | 14 | |
Repayment of long-term debt and finance lease obligations | (189) | (1,481) | |
Acquisition of treasury stock | (6) | (7) | |
Other, net | (35) | (1) | |
Net cash used in financing activities | (201) | (443) | |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (387) | 493 | |
Cash, cash equivalents and restricted cash at beginning of period | 2,077 | 1,969 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 1,690 | 2,462 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash payments for interest | 60 | 97 | |
Cash payments for income taxes (net of refunds) | (49) | 0 | |
NON-CASH TRANSACTIONS | |||
Operating lease assets obtained in exchange for operating lease liabilities | 60 | 0 | |
Cash and cash equivalents | 1,611 | 2,409 | |
Restricted cash | 79 | 53 | |
Total cash, cash equivalents and restricted cash | [1] | $ 1,690 | $ 2,462 |
[1]Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets: June 30, 2022 June 30, 2021 Cash and cash equivalents $ 1,611 $ 2,409 Restricted cash 79 53 Total cash, cash equivalents and restricted cash $ 1,690 $ 2,462 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 474 | |||||
Beginning balance at Dec. 31, 2020 | $ 3,951 | $ 5 | $ (1,981) | $ 2,959 | $ 2,968 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (183) | (183) | ||||
Vesting of restricted stock units (in shares) | 1 | |||||
Vesting of restricted stock units | (8) | $ (8) | ||||
Stock compensation expense | 17 | 17 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 1 | |||||
Stock issued under crewmember stock purchase plan | 22 | 22 | ||||
Warrants issued under federal support programs | 14 | 14 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 476 | |||||
Ending balance at Jun. 30, 2021 | 3,813 | $ 5 | $ (1,989) | 3,012 | 2,785 | 0 |
Ending balance (in shares) at Jun. 30, 2021 | 158 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 475 | |||||
Beginning balance at Mar. 31, 2021 | 3,714 | $ 5 | $ (1,987) | 2,975 | 2,721 | 0 |
Beginning balance (in shares) at Mar. 31, 2021 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 64 | |||||
Vesting of restricted stock units | (2) | $ (2) | ||||
Stock compensation expense | 9 | 9 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 1 | |||||
Stock issued under crewmember stock purchase plan | 22 | 22 | ||||
Warrants issued under federal support programs | 6 | 6 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 476 | |||||
Ending balance at Jun. 30, 2021 | $ 3,813 | $ 5 | $ (1,989) | 3,012 | 2,785 | 0 |
Ending balance (in shares) at Jun. 30, 2021 | 158 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 320 | 478 | ||||
Beginning balance at Dec. 31, 2021 | $ 3,849 | $ 5 | $ (1,989) | 3,047 | 2,786 | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (443) | (443) | ||||
Other comprehensive loss | (2) | (2) | ||||
Vesting of restricted stock units (in shares) | 1 | |||||
Vesting of restricted stock units | (6) | $ (6) | ||||
Stock compensation expense | 18 | 18 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 3 | |||||
Stock issued under crewmember stock purchase plan | $ 30 | 30 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 324 | 482 | ||||
Ending balance at Jun. 30, 2022 | $ 3,446 | $ 5 | $ (1,995) | 3,095 | 2,343 | (2) |
Ending balance (in shares) at Jun. 30, 2022 | 158 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 479 | |||||
Beginning balance at Mar. 31, 2022 | 3,598 | $ 5 | $ (1,995) | 3,058 | 2,531 | (1) |
Beginning balance (in shares) at Mar. 31, 2022 | 158 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (188) | (188) | ||||
Other comprehensive loss | (1) | (1) | ||||
Stock compensation expense | 7 | 7 | ||||
Stock issued under crewmember stock purchase plan (in shares) | 3 | |||||
Stock issued under crewmember stock purchase plan | $ 30 | 30 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 324 | 482 | ||||
Ending balance at Jun. 30, 2022 | $ 3,446 | $ 5 | $ (1,995) | $ 3,095 | $ 2,343 | $ (2) |
Ending balance (in shares) at Jun. 30, 2022 | 158 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation JetBlue Airways Corporation, or JetBlue, provides air transportation services across the United States, the Caribbean, Latin America, Canada, and the United Kingdom. Our condensed consolidated financial statements include the accounts of JetBlue and our subsidiaries which are collectively referred to as “we” or the “Company”. All majority-owned subsidiaries are consolidated on a line by line basis, with all intercompany transactions and balances being eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2021 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Form 10-K. These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the U.S. Securities and Exchange Commission, or 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, or GAAP, have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Due to the ongoing impacts from the coronavirus ("COVID-19") pandemic, seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, and other factors, our operating results for the periods presented herein are not necessarily indicative of the results that may be expected for other interim periods or the entire fiscal year. Investment Securities Investment securities consist of available-for-sale investment securities, held-to-maturity investment securities, and equity investment securities. When sold, we use a specific identification method to determine the cost of the securities. Available-for-sale investment securities. Our available-for-sale investment securities include investments such as time deposits, commercial paper, and convertible debt securities. The fair values of these instruments are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the fair value hierarchy. We did no t record any material gains or losses on these securities during the three and six months ended June 30, 2022 or 2021. Refer to Note 7 to our condensed consolidated financial statements for an explanation of the fair value hierarchy structure. Held-to-maturity investment securities. Our held-to-maturity investment securities consist of investment-grade interest bearing instruments, such as corporate bonds and U.S. Treasury notes, which are stated at amortized cost. We do not intend to sell these investment securities and the contractual maturities are not greater than 24 months. Those with maturities of less than twelve months are included in short-term investments on our consolidated balance sheets. Those with remaining maturities in excess of twelve months are included in long-term investments on our consolidated balance sheets . We did no t record any material gains or losses on these securities during the three and six months ended June 30, 2022 or 2021. Equity investment securities . Our equity investment securities include investments in common stocks of publicly traded companies which are stated at fair value. We recognized a net unrealized loss of $8 million on these securities during the six months ended June 30, 2022. No gains or losses were recorded during the same period in 2021. The aggregate carrying values of our short-term and long-term investment securities consisted of the following at June 30, 2022 and December 31, 2021 (in millions): June 30, 2022 December 31, 2021 Available-for-sale investment securities Time deposits $ 795 $ 790 Debt securities 10 8 Commercial Paper 51 2 Total available-for-sale investment securities 856 800 Held-to-maturity investment securities Corporate bonds 120 37 Total held-to-maturity investment securities 120 37 Equity investment securities Common stock of publicly traded companies 17 26 Total equity investment securities 17 26 Total investment securities $ 993 $ 863 Other Investments Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC, or JTV, has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of the Financial Accounting Standards Board Accounting Standards Codification, or the FASB Codification, we account for these investments using a measurement alternative which allows entities to measure these investments at cost, less any impairment, adjusted for changes from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. The carrying amount of these investments was $77 million and $72 million as of June 30, 2022 and December 31, 2021, respectively. We did not record any material gains or losses on these investments during the three and six months ended June 30, 2022 and 2021. We have an approximate 10% ownership interest in the TWA Flight Center Hotel at John F. Kennedy International Airport and it is also accounted for under the measurement alternative. The carrying amount of this investment was $14 million as of June 30, 2022 and December 31, 2021. Equity Method Investments Investments in which we can exercise significant influence are accounted for using the equity method in accordance with Topic 323, Investments - Equity Method and Joint Ventures of the FASB Codification. The carrying amount of our equity method investments was $40 million an d $32 million as of June 30, 2022 and December 31, 2021, respectively, and is included within other assets on our consolidated balance sheets. In June 2022, we recognized a gain of $2 million on one of our equity method investments related to its issuance of additional shares upon the closing of a subsequent financing round. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company categorizes the revenues received from contracts with its customers by revenue source as we believe it best depicts the nature, amount, timing, and uncertainty of our revenue and cash flow. The following table provides the revenues recognized by revenue source for the three and six months ended June 30, 2022 and 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Passenger revenue Passenger travel $ 2,162 $ 1,322 $ 3,651 $ 1,945 Loyalty revenue - air transportation 140 66 253 113 Other revenue Loyalty revenue 95 81 184 126 Other revenue 48 30 93 48 Total revenue $ 2,445 $ 1,499 $ 4,181 $ 2,232 TrueBlue ® is our customer loyalty program designed to reward and recognize our customers. TrueBlue ® points earned from ticket purchases are presented as a reduction to Passenger travel within Passenger revenue. Amounts presented in Loyalty revenue - air transportation represent the revenue recognized when TrueBlue ® points have been redeemed and the travel has occurred. Loyalty revenue within Other revenue is primarily comprised of the non-air transportation elements of the sales of our TrueBlue ® points. Contract Liabilities Our contract liabilities primarily consist of ticket sales for which transportation has not yet been provided, unused credits available to customers, and outstanding loyalty points available for redemption (in millions): June 30, 2022 December 31, 2021 Air traffic liability - passenger travel $ 1,690 $ 1,323 Air traffic liability - loyalty program (air transportation) 927 891 Deferred revenue (1) 571 613 Total 3,188 2,827 (1) Deferred revenue is included within other accrued liabilities and other liabilities on our consolidated balance sheets. During the six months ended June 30, 2022 and 2021, we recognized passenger rev enue o f $973 million and $371 million respectively that was included in passenger travel liability at the beginning of the respective periods. The Company elected the practical expedient that allows entities to not disclose the amount of the remaining transaction price and its expected timing of recognition for passenger tickets if the contract has an original expected duration of one year or less or if certain other conditions are met. We elected to apply this practical expedient to our contract liabilities relating to passenger travel and ancillary services as our tickets or any related passenger credits generally expire one year from the date of issuance. TrueBlue ® points are combined in one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of the points that were part of the air traffic liability balance at the beginning of the period as well as points that were issued during the period. 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 six months ended June 30, 2022 and 2021 (in millions): Balance at December 31, 2021 $ 891 TrueBlue ® points redeemed (253) TrueBlue ® points earned and sold 289 Balance at June 30, 2022 $ 927 Balance at December 31, 2020 $ 733 TrueBlue ® points redeemed (113) TrueBlue ® points earned and sold 186 Balance at June 30, 2021 $ 806 The timing of our TrueBlue ® point redemptions can vary; however, the majority of our points are redeemed within approximately three years of the date of issuance. |
Long-term Debt, Short-term Borr
Long-term Debt, Short-term Borrowings and Finance Lease Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Short-term Borrowings and Finance Lease Obligations | Long-term Debt, Short-term Borrowings and Finance Lease Obligations During the six months ended June 30, 2022, we made payments of $189 million on our outstanding debt and finance lease obligations. We pledged aircraft, engines, other equipment, and facilities with a net book value of $6.5 billion at June 30, 2022 as security under various financing arrangements. At June 30, 2022, scheduled maturities of our long-term debt and finance lease obligations were $163 million for the remainder of 2022, $557 million in 2023, $332 million in 2024, $192 million in 2025, $929 million in 2026, and $1.6 billion thereafter. The carrying amounts and estimated fair values of our long-term debt, net of debt acquisition costs, at June 30, 2022 and December 31, 2021 were as follows (in millions): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value (1) Carrying Value Estimated Fair Value (1) Public Debt Fixed rate special facility bonds, due through 2036 $ 42 $ 43 $ 42 $ 45 Fixed rate enhanced equipment notes: 2019-1 Series AA, due through 2032 518 352 532 442 2019-1 Series A, due through 2028 162 128 166 150 2019-1 Series B, due through 2027 88 98 94 121 2020-1 Series A, due through 2032 566 490 587 634 2020-1 Series B, due through 2028 144 159 153 199 Non-Public Debt Fixed rate enhanced equipment notes, due through 2023 67 65 88 88 Fixed rate equipment notes, due through 2028 539 458 620 706 Floating rate equipment notes, due through 2028 78 69 103 99 2020 sale-leaseback transactions, due through 2024 344 342 347 374 Unsecured CARES Act Payroll Support Program loan, due through 2030 259 156 259 219 Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 144 85 144 121 Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 132 78 132 111 0.50% convertible senior notes due 2026 737 578 736 673 Total (2) $ 3,820 $ 3,101 $ 4,003 $ 3,982 (1) The estimated fair va lues of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair value of our non-public debt was estimated using a discounted cash flow analysis based on our borrowing rates for instruments with similar terms and therefore classified as Level 3 in the fair value hierarchy. Refer to Note 7 to our condensed consolidated financial statements for an explanation of the fair value hierarchy structure. (2) Total excludes finance lease obligations of $2 million and $3 million at June 30, 2022 and December 31, 2021, respectively. We have financed certain aircraft with Enhanced Equipment Trust Certificates, or 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, or VIE, as defined in Topic 810, Consolidation of the FASB Codification, and must be considered for consolidation in our financial statements. Our assessment of our EETCs considers both quantitative and qualitative factors including the purpose for which these trusts were established and the nature of the risks in each. The main purpose of the trust structure is to enhance the credit worthiness of our debt obligation through certain bankruptcy protection provisions and liquidity facilities, and also to lower our total borrowing cost. We concluded that we are not the primary beneficiary in these trusts because our involvement in them is limited to principal and interest payments on the related notes, the trusts were not set up to pass along variability created by credit risk to us, and the likelihood of our defaulting on the notes. Therefore, we have not consolidated these trusts in our financial statements. 2022 $3.5 Billion Senior Secured Bridge Facility On May 16, 2022, we, along with our direct wholly-owned subsidiary, Sundown Acquisition Corp., commenced a tender offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of Spirit Airlines, Inc. ("Spirit") at $30.00 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which were included as exhibits to the Tender Offer Statement on Schedule TO filed with the SEC on May 16, 2022. In connection with the Offer, on May 23, 2022, we executed a commitment letter with Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc. for a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion, which was amended and restated on June 11, 2022 to include other lenders that have committed to the facility (BNP Paribas; Credit Suisse AG, New York Branch; Credit Suisse Loan Funding LLC; Credit Agricole Corporate and Investment Bank; Natixis, New York Branch; Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd.). The Offer was terminated concurrently with the entry into the Merger Agreement (as defined below). In connection with the entry into the Merger Agreement, JetBlue entered into a second amended and restated commitment letter (the "Commitment Letter"), date d July 28, 2022 , with Goldman Sachs Bank USA; BofA Securities, Inc.; Bank of America, N.A.; BNP Paribas; Credit Suisse AG, New York Branch; Credit Suisse Loan Funding LLC; Credit Agricole Corporate and Investment Bank; Natixis, New York Branch; Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion to finance the acquisition of Spirit. As part of the Commitment Letter, we have agreed to pledge, as part of any financing to be provided, certain specified collateral including aircraft and spare engines, rights to certain landing and takeoff slots at Gatwick Airport, John F. Kennedy International Airport, LaGuardia Airport, and Ronald Reagan Washington National Airport; as well as certain assets that comprise the JetBlue brand; and certain rights in the TrueBlue customer loyalty program. As of and for the periods ended June 30, 2022 we did not have a balance outstanding or any borrowings under this facility. Federal Payroll Support Programs As a result of the adverse economic impact of COVID-19, we have received assistance under various payroll support programs provided by the federal government. CARES Act — Payroll Support Program On March 27, 2020, U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). Under the CARES Act, assistance was made available to the aviation industry in the form of direct payroll support (the "Payroll Support Program") and secured loans (the "Loan Program"). On April 23, 2020, we entered into a Payroll Support Program Agreement (the "PSP Agreement") under the CARES Act with the United States Department of the Treasury ("Treasury") governing our participation in the Payroll Support Program. Under the Payroll Support Program, Treasury provided us with a total of approximately $963 million (the "Payroll Support Payments") consisting of $704 million in grants and $259 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until April 23, 2025, and the applicable Secured Overnight Financing Rate ("SOFR") plus 2.00% thereafter until April 23, 2030. The principal amount may be repaid at any time prior to maturity at par. As part of the agreement, JetBlue issued to Treasury warrants to acquire more than 2.7 million shares of our common stock under the program at an exercise price of $9.50 per share. Consolidated Appropriations Act – Payroll Support Program 2 On January 15, 2021, we entered into a Payroll Support Program Extension Agreement (the "PSP Extension Agreement") with Treasury governing our participation in the federal payroll support program for passenger air carriers under the United States Consolidated Appropriations Act, 2021 (the “Payroll Support Program 2"). Treasury provided us with a total of approximately $580 million (the "Payroll Support 2 Payments") under the program, consisting of $436 million in grants and $144 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until January 15, 2026, and the applicable SOFR plus 2.00% thereafter until January 15, 2031. In consideration for the Payroll Support 2 Payments, we issued warrants to purchase approximately 1.0 million shares of our common stock to Treasury at an exercise price of $14.43 per share. American Rescue Plan Act – Payroll Support Program 3 On May 6, 2021, we entered into a Payroll Support 3 Agreement (the "PSP3 Agreement") with Treasury governing our participation in the federal payroll support program for passenger air carriers under Section 7301 of the American Rescue Plan Act of 2021 (the "Payroll Support Program 3"). Treasury provided us with a total of approximately $541 million (the "Payroll Support 3 Payments") under the program, consisting of $409 million in grants and $132 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until May 6, 2026, and the applicable SOFR plus 2.00% thereafter until May 6, 2031. In consideration for the Payroll Support 3 Payments, we issued warrants to purchase approximately 0.7 million shares of our common stock to Treasury at an exercise price of $19.90 per share. The warrants associated with each of the payroll support programs described above will expire five years after issuance and will be exercisable either through net cash settlement or net share settlement, at our option, in whole or in part at any time. The carrying values relating to the payroll support grants were recorded within other accrued liabilities and were recognized as a contra-expense within special items on our consolidated statements of operations as the funds were utilized. The relative fair value of the warrants were recorded within additional paid-in capital and reduced the total carrying value of the grants. Proceeds from the payroll support grants and from the issuance of payroll support warrants were classified within operating activities and financing activities, respectively, on our condensed consolidated statements of cash flows. Our funding from all payroll support grants has been fully utilized as of September 30, 2021. The carrying values relating to the unsecured payroll support loans were recorded within long-term debt and finance lease obligations on our consolidated balance sheets. The proceeds from the loans were classified as financing activities on our condensed consolidated statement of cash flows. CARES Act – Secured Loan Program Under the CARES Act Loan Program, JetBlue had the ability to borrow up to a total of approximately $1.9 billion from Treasury. We entered into a loan and guarantee agreement (the "Loan Agreement") with Treasury and made an initial drawing of $115 million under the CARES Act Loan Program on September 29, 2020. In connection with this initial drawing, we entered into a warrant agreement with Treasury, pursuant to which we issued to Treasury warrants to purchase approximately 1.2 million shares of our common stock at an exercise price of $9.50 per share. The warrants will expire five years after issuance and will be exercisable either through net cash settlement or net share settlement, at our option, in whole or in part at any time. On September 15, 2021, the Company repaid the full amount of outstanding borrowings under the Loan Agreement, which, together with accrued interest and fees, totaled approximately $118 million. As of June 30, 2022, we did not have a balance outstanding and all obligations under the Loan Agreement, including all pledges of collateral, were terminated in full. 0.50% Convertible Senior Notes due 2026 In March 2021, we completed a private offering for $750 million of 0.50% convertible notes due 2026. The notes are general unsecured senior obligations and will rank equal in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to our existing and future subordinated debt. The notes will effectively rank junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all of our indebtedness and other liabilities. The net proceeds from this offering were approximately $734 million. Holders of the notes may convert them into shares of our common stock prior to January 1, 2026 only under certain circumstances (such as upon the satisfaction of the sale price condition, the satisfaction of the trading price condition, notice of redemption, or specified corporate events) and thereafter at any time at a rate of 38.5802 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of approximately $25.92 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends and certain issuer tender or exchange offers. Upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted and, at our election, in shares of our common stock, cash or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation. We are not required to periodically redeem or retire the notes. We may, at our option, redeem any of the notes for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after April 1, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide a notice of redemption to the holders. We evaluated the conversion feature of this note offering for embedded derivatives in accordance with Topic 815, Derivatives and Hedging of the FASB Codification, and the substantial premium model in accordance with ASC 470, Debt of the FASB Codification. Based on our assessment, separate accounting for the conversion feature of this note offering is not required. Interest expense recognized during the six months ended June 30, 2022 was $4 million and included $2 million in amortization of debt issuance costs. During the six months ended June 30, 2021, interest expense recorded was $2 million and included $1 million in amortization of debt issuance costs. Floating Rate Term Loan Credit Facility On June 17, 2020, we entered into a $750 million term loan credit facility with Barclays Bank PLC, as administrative agent (the "Term Loan"). The loans thereunder bore interest at a variable rate equal to LIBOR (subject to a 1.00% floor), or at our election, another rate, in each case, plus a specified margin. Our obligations were secured on a senior basis by airport takeoff and landing slots at LaGuardia Airport, John F. Kennedy International Airport, and Reagan National Airport and the right to use certain intellectual property assets comprising the JetBlue brand. On June 17, 2021, the Company voluntarily repaid a portion of its outstanding borrowings under the Term Loan. On June 30, 2021, the Company repaid the full remaining amount of outstanding borrowings under the Term Loan, which, together with its repayment of June 17, 2021, totaled approximately $722 million, plus accrued interest and associated fees. As a result of this debt repayment, we recognized debt extinguishment expenses of $40 million during the six months ended June 30, 2021. These expenses are included within other expense on our consolidated statements of operations. Short-term Borrowings Citibank Line of Credit We have a revolving Credit and Guaranty Agreement with Citibank N.A. as the administrative agent, for up to $550 million. The term of the facility runs through August 2023. Borrowings under the Credit and Guaranty Agreement bear interest at a variable rate equal to LIBOR, plus a margin. The Credit and Guaranty Agreement is secured by aircraft, simulators, and certain other assets. The Credit and Guaranty Agreement includes covenants that require us to maintain certain minimum balances in unrestricted cash, cash equivalents, and unused commitments available under revolving credit facilities. In addition, the covenants restrict our ability to, among other things, dispose of certain collateral, or merge, consolidate, or sell assets. As of and for the periods ended June 30, 2022 and December 31, 2021, we did not have a balance outstanding or any borrowings under this line of credit. Morgan Stanley Line of Credit We have a revolving line of credit with Morgan Stanley for up to approximately $200 million. This line of credit is secured by a portion of our investment securities held by Morgan Stanley and the amount available to us under this line of credit may vary accordingly. This line of credit bears interest at a floating rate based upon LIBOR, plus a margin. As of and for the periods ended June 30, 2022 and December 31, 2021, we did not have a balance outstanding or any borrowings under this line of credit. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (Loss) Earnings Per Share Basic earnings per share is calculated by dividing net (loss) income by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from restricted stock units, crewmember purchases made under the Company's crewmember Stock Purchase Plan, convertible notes, warrants issued under various federal payroll support programs, and any other potentially dilutive instruments using the treasury stock and if-converted methods. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounts w ere 1.5 million for the three months ended June 30, 2022. There were no anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounts for the three months ended June 30, 2021. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounts w ere 2.2 million and 3.6 million for the six months ended June 30, 2022 and June 30, 2021, respectively . The following table shows how we computed basic and diluted earnings per common share for the three and six months ended June 30, 2022 and 2021 (dollars and share data in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net (loss) income $ (188) $ 64 $ (443) $ (183) Weighted average basic shares 323.1 317.7 321.9 317.0 Effect of dilutive securities — 3.8 — — Weighted average diluted shares 323.1 321.5 321.9 317.0 (Loss) earnings per common share Basic $ (0.58) $ 0.20 $ (1.38) $ (0.58) Diluted $ (0.58) $ 0.20 $ (1.38) $ (0.58) |
Crewmember Retirement Plan
Crewmember Retirement Plan | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Crewmember Retirement Plan | Crewmember Retirement Plan We sponsor a retirement savings 401(k) defined contribution plan, or the Plan, covering all of our crewmembers where we match 100% of our crewmember contributions up to 5% of their eligible wages. The contributions vest over three years and are measured from a crewmember's hire date. Crewmembers are immediately vested in their voluntary contributions. Another component of the Plan is a Company discretionary contribution of 5% of eligible non-management crewmember compensation, which we refer to as Retirement Plus. Retirement Plus contributions vest over three years and are measured from a crewmember's hire date. Certain Federal Aviation Administration, or FAA, licensed crewmembers receive an additional contribution of 3% of eligible compensation, which we refer to as Retirement Advantage. Our pilots receive a non-elective Company contribution of 16% of eligible pilot compensation per the terms of the collective bargaining agreement between JetBlue and the Air Line Pilots Association ("ALPA"), in lieu of the above 401(k) Company matching contribution, Retirement Plus , and Retirement Advantage contributions . The Company's non-elective contribution of 16% of eligible pilot compensation vests after three years of service. Our non-management crewmembers are eligible to receive profit sharing, calculated as 10% of adjusted pre-tax income before profit sharing and special items up to a pre-tax margin of 18% with the result reduced by Retirement Plus contributions and the equivalent of Retirement Plus contributions for pilots. If JetBlue's resulting pre-tax margin exceeds 18%, non-management crewmembers will receive 20% profit sharing on amounts above an 18% pre-tax margin. Total 401(k) company match contributions, Retirement Plus , Retirement Advantage , pilot retirement contribution, and profit sharing expensed for the six months ended June 30, 2022 and 2021 was $125 million and $100 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Flight Equipment Commitments As of June 30, 2022, our firm aircraft orders consisted of 64 Airbus A321neo aircraft and 89 Airbus A220 aircraft, scheduled for delivery through 2027. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits as of June 30, 2022 is approximately $571 million for the remainder of 2022, $1.6 billion in 2023, $2.0 billion in 2024, $1.7 billion in 2025, $1.4 billion in 2026, and $1.0 billion thereafter. The amount of committed expenditures stated above represents the current delivery schedule set forth in our Airbus order book as of June 30, 2022. In February 2022, we received notice from Airbus of anticipated delivery delays for the A220 aircraft. We expect a delivery of a maximum of nine A220 aircraft in 2022 as a result of the delays. In October 2019, the Office of the U.S. Trade Representative announced a 10% tariff on new commercial aircraft and related parts imported from certain European Union member states, which include aircraft and other parts we are already contractually obligated to purchase, including those noted above. The U.S. Trade Representative increased the tariff to 15% effective March 2020. In March 2021, the U.S. Trade Representative announced a four-month suspension of the tariff that was followed by an announcement in June 2021 that the suspension will be extended for five years. We continue to work with our business partners, including Airbus, to evaluate the potential financial and operational impact of these announcements on our future aircraft deliveries, including after the suspension is lifted. The imposition of this or any tariff could substantially increase the cost of new aircraft and parts. Other Commitments 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 June 30, 2022, we had approximately $41 million in assets serving as collateral for letters of credit relating to a certain number of our leases. These are included in restricted cash and expire at the end of the related lease terms. Additionally, we had approximately $34 million in assets pledged related to our workers' compensation insurance policies and other business partner agreements, which will expire according to the terms of the related policies or agreements. Except for our pilots and inflight crewmembers who are represented by the Air Line Pilots Association ("ALPA") and the Transport Workers Union of America ("TWU"), respectively, our other frontline crewmembers do not have third party representation. In April 2021, ALPA, on behalf of the JetBlue pilot group, filed a grievance relating to the Northeast Alliance Agreement ("NEA"), an expanded codeshare and marketing alliance between JetBlue and American Airlines, Inc. ("American") at four Northeast airports. ALPA claims that in entering the NEA, JetBlue violated certain scope clauses as contained in the pilots’ ALPA collective bargaining agreement. T he matter proceeded to arbitration pursuant to the grievance procedure contained in the collective bargaining agreement, which concluded in September 2021, and in January 2022, the parties submitted final, written briefs to the System Board of Adjustment . Shortly after submission of the briefs, the parties agreed to enter into non-binding mediation with the assistance of the arbitrator with a temporary hold on a System Board decision. As a result of the mediation process, the parties agreed to certain changes to the collective bargaining agreement. The agreement, ratified by the JetBlue pilot group in April 2022, included a one-time payment and associated payroll taxes of $32 million, paid and recorded as an expense within special items in the second quarter of 2022, and a 3% base pay increase effective May 1, 2022. Legal Matters Occasionally, we are involved in various claims, lawsuits, regulatory examinations, investigations and other legal matters involving suppliers, crewmembers, customers, and governmental agencies, arising, for the most part, in the ordinary course of business. The outcome of litigation and other legal matters is always uncertain. The Company believes it has valid defenses to the legal matters currently pending against it, is defending itself vigorously, and has recorded accruals determined in accordance with GAAP, where appropriate. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity, or financial condition. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on our operations or financial condition. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by, or in excess of, our insurance coverage could materially adversely affect our consolidated results of operations, liquidity, or financial condition. On September 21, 2021, the United States Department of Justice ("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 (the "Court") against JetBlue and American Airlines alleging that the North East Alliance (“NEA”) violates Section 1 of the Sherman Act, and asking that the carriers be permanently enjoined from implementing the NEA. Also on September 21, 2021, the Department of Transportation ("DOT") published a Clarification Notice relating to the agreement that had been reached between the DOT, JetBlue, and American in January 2021, at the conclusion of the DOT’s review of the NEA (the "DOT Agreement"). The DOT Clarification Notice stated, among other things, that the DOT Agreement remains in force during the pendency of the DOJ action against the NEA and, while the DOT retains independent statutory authority to prohibit unfair methods of competition in air transportation, the DOT intends to defer to DOJ to resolve the antitrust concerns that the DOJ has identified with respect to the NEA. The DOT simultaneously published a Notice Staying Proceeding in relation to a complaint by Spirit regarding the NEA, pending resolution of the DOJ action described above. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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 and liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of June 30, 2022 and December 31, 2021 (in millions): June 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 1,139 $ — $ — $ 1,139 Available-for-sale investment securities — 856 — 856 Equity investment securities 17 $ — — 17 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 1,515 $ — $ — $ 1,515 Available-for-sale investment securities — 800 — 800 Equity investment securities 26 — — 26 Refe r to Note 3 to ou r condensed consolidated financial statements for fair value information related to our outstanding debt obligations as of June 30, 2022 and December 31, 2021. 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. The fair values of remaining instruments are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. Available-for-sale investment securities Our available-for-sale investment securities include investments such as time deposits and convertible debt securities. The fair values of these instruments are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. We did not record any material gains or losses on these securities during the three and six months ended June 30, 2022 and 2021. Equity investment securities Our equity investment securities include investments in common stocks of publicly traded companies. The fair values of these instruments are classified as Level 1 in the hierarchy as they are based on unadjusted quoted prices in active markets for identical assets. We recognized a net unrealized loss of $6 million and $8 million on these securities during the three and six months ended June 30, 2022, respectively. No gains or losses were recorded during the same periods in 2021. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) includes changes in fair value of our available-for-sale securities. A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the three months ended June 30, 2022 and 2021 is as follows (in millions): Available-for-sale securities (1) Balance of accumulated income (loss), at March 31, 2022 $ (1) Reclassifications into earnings, net of taxes of $0 — Change in fair value, net of taxes of $0 (1) Balance of accumulated income (loss), at June 30, 2022 $ (2) Balance of accumulated income (loss), at March 31, 2021 $ — Reclassifications into earnings, net of taxes $0 — Change in fair value, net of taxes of $0 — Balance of accumulated income (loss), at June 30, 2021 $ — A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the six months ended June 30, 2022 and 2021 is as follows (in millions): Available-for-sale securities (1) Balance of accumulated income (loss), at December 31, 2021 $ — Reclassifications into earnings, net of taxes of $0 — Change in fair value, net of taxes of $0 (2) Balance of accumulated income (loss), at June 30, 2022 $ (2) Balance of accumulated income (loss), at December 31, 2020 $ — Reclassifications into earnings, net of taxes $0 — Change in fair value, net of taxes of $0 — Balance of accumulated income (loss), at June 30, 2021 $ — |
Special Items
Special Items | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Special Items | Special Items The following is a listing of special items presented on our consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Special Items Federal payroll support grant recognition (1) $ — $ (357) $ — $ (644) CARES Act employee retention credit (2) — (9) — (11) Fleet Impairment (3) 5 — 5 — Air Lines Pilot Association ratification bonus (4) 32 — 32 — Spirit Airlines, Inc. proposal expenses (5) 7 — 7 — Total $ 44 $ (366) $ 44 $ (655) (1) As discussed in Note 3 to our condensed consolidated financial statements, we received assistance in the form of grants and unsecured loans under various federal payroll support programs in 2020 and 2021. Funds under these federal payroll support programs were to be used exclusively for the continuation of payment of crewmember wages, salaries and benefits. The carrying values of the payroll support grants (after consideration of the warrants we issued) were recorded within other liabilities and were recognized as contra-expenses within special items on our consolidated statements of operations as the funds were utilized. We utilized $357 million and $644 million of payroll support grants for the three and six months ended June 30, 2021, respectively. Our payroll support grants were fully utilized as of September 30, 2021. (2) The Employee Retention Credit ("ERC") under the CARES Act is a refundable tax credit which encourages businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers can qualify for up to $5,000 of credit for each employee based on qualified wages paid after March 12, 2020 and before January 1, 2021. The Internal Revenue Service ("IRS") subsequently issued Notice 2021-23 and Notice 2021-49 which collectively extended the ERC eligibility to cover qualified wages paid after December 31, 2020 and before January 1, 2022. Qualified wages are the wages paid to an employee for the time that the employee is not providing services due to an economic hardship, specifically, either (1) a full or partial suspension of operations by order of a governmental authority due to COVID-19, or (2) a significant decline in gross receipts. Our policy is to recognize the ERC when it is filed with the Internal Revenue Service. We recognized $9 million and $11 million of ERC as a contra-expense within special items on our consolidated statements of operations for the three and six months ended June 30, 2021, respectively. (3) Under Topic 320 - Property, Plant, and Equipment of the FASB Codification, we are required to assess long-lived assets for impairment when events and circumstances indicate that the assets may be impaired. An impairment of long-lived assets exists when the sum of the estimated undiscounted future cash flows expected to be generated directly by the assets are less than the book value of the assets. Our long-lived assets include both owned and leased properties which are classified as property and equipment, and operating lease assets on our consolidated balance sheets, respectively. To determine if impairment exists in our fleet, we grouped our aircraft by fleet-type and estimated their future cash flows based on projections of capacity, aircraft age, and maintenance conditions. Based on the assessment, we determined the future cash flows from the operation our Embraer E190 fleet were lower than the carrying value. For those aircraft, including the ones that are under operating lease, and related spare parts in our Embraer E190 fleet, we recorded impairment losses of $5 million for the six months ended June 30, 2022. These losses represent the difference between the book value of these assets and their fair value. In determining fair value, we obtained third party valuations for our Embraer E190 fleet, which considered the effects of the current market environment, age of the assets, and marketability. For our owned Embraer E190 aircraft and related spare parts, we made adjustments to the valuations to reflect the impact of their current maintenance conditions to determine fair value. Our estimate of fair value was not based on distressed sales or forced liquidations. The fair value of our Embraer E190 aircraft under operating lease and related parts was based on the present value of current market lease rates utilizing a market discount rate for the remaining term of each lease. Since the fair value of our Embraer E190 fleet was determined using unobservable inputs, it is classified as Level 3 in the fair value hierarchy. We e valuated the remaining fleet types and determined the future cash flows of our Airbus A320 and Airbus A321 fleets exceeded their carrying value as of June 30, 2022. We did not record any impairment loss on our long-lived assets for the three and six months ended June 30, 2021. (4) As discussed in Note 6 to our condensed consolidated financial statements, we paid $32 million for an ALPA ratification bonus and the associated payroll taxes during the three months ending June 30, 2022. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Entry into Merger Agreement with Spirit On July 28, 2022, JetBlue entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spirit Airlines, Inc., a Delaware corporation (“Spirit”), and Sundown Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of JetBlue (“Merger Sub”), pursuant to which and subject to the terms and conditions therein, Merger Sub will merge with and into Spirit, with Spirit continuing as the surviving corporation (the “Merger”). As a result of the Merger, each existing share (“Share”) of Spirit’s common stock, par value $0.0001 per share, will be converted at the effective time of the Merger into the right to receive an amount in cash per Share, without interest, equal to (a) $33.50 minus (b) (i) to the extent paid, an amount in cash equal to $2.50 per Share and (ii) the lesser of (A) $1.15 and (B) the product of (1) $0.10 multiplied by (2) the number of Additional Prepayments (as defined below) paid prior to the date of the closing of the Merger (the “Closing Date”) (such amount in subclause (B), the “Aggregate Additional Prepayment Amount”). Subject to the receipt of Spirit stockholder approval, on or prior to the last business day of each calendar month commencing after December 31, 2022, until the earlier of (a) the Closing Date and (b) the termination of the Merger Agreement in accordance with its terms, JetBlue will pay or cause to be paid to the holders of record of outstanding Shares as of a date not more than five business days prior to the last business day of such month, an amount in cash equal to $0.10 per Share (such amount, the “Additional Prepayment Amount,” each such monthly payment, an “Additional Prepayment”). The Closing is subject to the satisfaction or waiver of certain closing conditions, including, among other things: (a) receipt of Spirit stockholder approval; (b) receipt of applicable regulatory approvals, including approvals from the U.S. Federal Communications Commission (the “FCC”), U.S. Federal Aviation Administration (the “FAA”) and the U.S. Department of Transportation (the “DOT”); (c) the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and approval under certain foreign antitrust laws; (d) the absence of any law or order prohibiting the consummation of the transactions; and (e) the absence of any material adverse effect on Spirit (as defined in the Merger Agreement). Spirit, JetBlue and Merger Sub each make certain customary representations, warranties and covenants, as applicable, in the Merger Agreement. The Merger Agreement also contains certain provisions relating to efforts to obtain regulatory approval of the Merger, including to provide that JetBlue and Spirit, in connection with obtaining any necessary approval of a governmental entity (including under the HSR Act), will use their respective reasonable best efforts to take, or cause to be taken, all appropriate actions to obtain such approvals, including, to contest, defend and appeal any proceeding brought by a governmental entity challenging or seeking to prohibit the consummation of the Merger, provided that JetBlue shall not be required to take any divestiture actions) if such action would or would reasonably be expected to result in a material adverse effect on JetBlue and its subsidiaries (including Spirit and its subsidiaries) after giving effect to the transactions contemplated by the Merger Agreement, taken as a whole, and in no event shall JetBlue be required to agree to any such divestiture action that, in JetBlue’s discretion, would be reasonably likely to materially and adversely affect the anticipated benefits of the parties to the Northeast Alliance Agreement between JetBlue and American Airlines, Inc., dated as of July 15, 2020, and the agreements contemplated thereby. Any such divestiture action may be conditioned upon the closing of the Merger. The Merger Agreement contains certain customary termination rights for JetBlue and Spirit, including, without limitation, a right for either party to terminate if the Merger is not consummated on or before July 28, 2023, which may be extended to January 28, 2024 and to July 24, 2024 in certain circumstances (such date, as extended, the “Outside Date”) if needed to obtain the required regulatory approvals. Upon the termination of the Merger Agreement under specified circumstances, Spirit will be required to pay JetBlue a breakup fee of $94.2 million. The Merger Agreement also provides the methodology by which certain expenses of JetBlue will be borne by Spirit. In addition, upon the termination of the Merger Agreement by JetBlue because of a material, uncured breach by Spirit of the Merger Agreement, Spirit will be required to pay JetBlue an amount equal to the sum of all amounts paid by JetBlue to the Spirit stockholders prior to the date of such termination. In the event that the Merger Agreement is terminated due to either (a) a governmental entity issuing an order or taking any other action permanently enjoining or otherwise prohibiting the Merger under U.S. federal competition laws, or (b) the Merger having not occurred by the Outside Date solely to the extent that the closing condition requiring (i) the waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any governmental entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by the Merger Agreement entered into in connection therewith) to have expired or been terminated or (ii) that no governmental entity has issued an order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the Merger under U.S. federal competition laws, and that no law shall be in effect making the Merger illegal or preventing the consummation of the Merger under U.S. federal competition laws, in either case, has not been satisfied at a time when all other closing conditions to JetBlue’s obligations to consummate the Merger have been satisfied (or are capable of being satisfied if the closing were to occur on such date of termination), then (i) solely to the extent that the Remaining Parent Regulatory Fee (as defined in the Merger Agreement) is greater than zero, (A) JetBlue will pay directly to the stockholders of Spirit as of a record date that is five business days following the date of such termination an amount per Share in cash equal to the Remaining Regulatory Fee Per Share Amount (as defined in the Merger Agreement) and (B) JetBlue will pay to Spirit an amount equal to the Remaining Regulatory Fee Award Amount, in each case, on the second business day following such record date, and (ii) JetBlue will pay Spirit a fee in the amount of $70,000,000 (the “Additional Parent Regulatory Fee”) within two business days following the date of such termination; provided, however, that neither the Remaining Parent Regulatory Fee nor the Additional Parent Regulatory Fee will be payable by JetBlue pursuant to the terms of the Merger Agreement under specified circumstances. Refer to Note 3 to our condensed consolidated financial statements for further detail of the $3.5 billion Senior Secured Bridge Facility issued to fund the purchase of Spirit. Prior to the execution of the Merger Agreement, Spirit terminated the Agreement and Plan of Merger (the “Frontier Merger Agreement”), dated as of February 5, 2022, by and among Frontier Group Holdings, Inc., Top Gun Acquisition Corp., and Spirit, in accordance with its terms. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation JetBlue Airways Corporation, or JetBlue, provides air transportation services across the United States, the Caribbean, Latin America, Canada, and the United Kingdom. Our condensed consolidated financial statements include the accounts of JetBlue and our subsidiaries which are collectively referred to as “we” or the “Company”. All majority-owned subsidiaries are consolidated on a line by line basis, with all intercompany transactions and balances being eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2021 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Form 10-K. These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the U.S. Securities and Exchange Commission, or 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, or GAAP, have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. |
Investment Securities/Available-for-sale investment securities | Investment Securities Investment securities consist of available-for-sale investment securities, held-to-maturity investment securities, and equity investment securities. When sold, we use a specific identification method to determine the cost of the securities. Available-for-sale investment securities. Our available-for-sale investment securities include investments such as time deposits, commercial paper, and convertible debt securities. Held-to-maturity investment securities. Our held-to-maturity investment securities consist of investment-grade interest bearing instruments, such as corporate bonds and U.S. Treasury notes, which are stated at amortized cost. We do not intend to sell these investment securities and the contractual maturities are not greater than 24 months. Those with maturities of less than twelve months are included in short-term investments on our consolidated balance sheets. Those with remaining maturities in excess of twelve months are included in long-term investments on our consolidated balance sheets . Available-for-sale investment securities Our available-for-sale investment securities include investments such as time deposits and convertible debt securities. The fair values of these instruments are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. We did not record any material gains or losses on these securities during the three and six months ended June 30, 2022 and 2021. Equity investment securities Our equity investment securities include investments in common stocks of publicly traded companies. The fair values of these instruments are classified as Level 1 in the hierarchy as they are based on unadjusted quoted prices in active markets for identical assets. We recognized a net unrealized loss of $6 million and $8 million on these securities during the three and six months ended June 30, 2022, respectively. No gains or losses were recorded during the same periods in 2021. |
Other Investments | Other Investments Our wholly-owned subsidiary, JetBlue Technology Ventures, LLC, or JTV, has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities |
Equity Method Investments | Equity Method Investments Investments in which we can exercise significant influence are accounted for using the equity method in accordance with Topic 323, Investments - Equity Method and Joint Ventures of the FASB Codification. The carrying amount of our equity method investments was $40 million an d $32 million as of June 30, 2022 and December 31, 2021, respectively, and is included within other assets on our consolidated balance sheets. In June 2022, we recognized a gain of $2 million on one of our equity method investments related to its issuance of additional shares upon the closing of a subsequent financing round. |
Cash equivalents | Cash equivalents |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of marketable securities | The aggregate carrying values of our short-term and long-term investment securities consisted of the following at June 30, 2022 and December 31, 2021 (in millions): June 30, 2022 December 31, 2021 Available-for-sale investment securities Time deposits $ 795 $ 790 Debt securities 10 8 Commercial Paper 51 2 Total available-for-sale investment securities 856 800 Held-to-maturity investment securities Corporate bonds 120 37 Total held-to-maturity investment securities 120 37 Equity investment securities Common stock of publicly traded companies 17 26 Total equity investment securities 17 26 Total investment securities $ 993 $ 863 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following table provides the revenues recognized by revenue source for the three and six months ended June 30, 2022 and 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Passenger revenue Passenger travel $ 2,162 $ 1,322 $ 3,651 $ 1,945 Loyalty revenue - air transportation 140 66 253 113 Other revenue Loyalty revenue 95 81 184 126 Other revenue 48 30 93 48 Total revenue $ 2,445 $ 1,499 $ 4,181 $ 2,232 |
Contract with customer, contract asset, contract liability, and receivable | Our contract liabilities primarily consist of ticket sales for which transportation has not yet been provided, unused credits available to customers, and outstanding loyalty points available for redemption (in millions): June 30, 2022 December 31, 2021 Air traffic liability - passenger travel $ 1,690 $ 1,323 Air traffic liability - loyalty program (air transportation) 927 891 Deferred revenue (1) 571 613 Total 3,188 2,827 (1) Deferred revenue is included within other accrued liabilities and other liabilities on our consolidated balance sheets. The table below presents the activity of the current and non-current air traffic liability for our loyalty program, and includes points earned and sold to participating companies for the six months ended June 30, 2022 and 2021 (in millions): Balance at December 31, 2021 $ 891 TrueBlue ® points redeemed (253) TrueBlue ® points earned and sold 289 Balance at June 30, 2022 $ 927 Balance at December 31, 2020 $ 733 TrueBlue ® points redeemed (113) TrueBlue ® points earned and sold 186 Balance at June 30, 2021 $ 806 |
Long-term Debt, Short-term Bo_2
Long-term Debt, Short-term Borrowings and Finance Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | The carrying amounts and estimated fair values of our long-term debt, net of debt acquisition costs, at June 30, 2022 and December 31, 2021 were as follows (in millions): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value (1) Carrying Value Estimated Fair Value (1) Public Debt Fixed rate special facility bonds, due through 2036 $ 42 $ 43 $ 42 $ 45 Fixed rate enhanced equipment notes: 2019-1 Series AA, due through 2032 518 352 532 442 2019-1 Series A, due through 2028 162 128 166 150 2019-1 Series B, due through 2027 88 98 94 121 2020-1 Series A, due through 2032 566 490 587 634 2020-1 Series B, due through 2028 144 159 153 199 Non-Public Debt Fixed rate enhanced equipment notes, due through 2023 67 65 88 88 Fixed rate equipment notes, due through 2028 539 458 620 706 Floating rate equipment notes, due through 2028 78 69 103 99 2020 sale-leaseback transactions, due through 2024 344 342 347 374 Unsecured CARES Act Payroll Support Program loan, due through 2030 259 156 259 219 Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 144 85 144 121 Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 132 78 132 111 0.50% convertible senior notes due 2026 737 578 736 673 Total (2) $ 3,820 $ 3,101 $ 4,003 $ 3,982 (1) The estimated fair va lues of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair value of our non-public debt was estimated using a discounted cash flow analysis based on our borrowing rates for instruments with similar terms and therefore classified as Level 3 in the fair value hierarchy. Refer to Note 7 to our condensed consolidated financial statements for an explanation of the fair value hierarchy structure. (2) Total excludes finance lease obligations of $2 million and $3 million at June 30, 2022 and December 31, 2021, respectively. |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table shows how we computed basic and diluted earnings per common share for the three and six months ended June 30, 2022 and 2021 (dollars and share data in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net (loss) income $ (188) $ 64 $ (443) $ (183) Weighted average basic shares 323.1 317.7 321.9 317.0 Effect of dilutive securities — 3.8 — — Weighted average diluted shares 323.1 321.5 321.9 317.0 (Loss) earnings per common share Basic $ (0.58) $ 0.20 $ (1.38) $ (0.58) Diluted $ (0.58) $ 0.20 $ (1.38) $ (0.58) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value, by balance sheet grouping | The following is a listing of our assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of June 30, 2022 and December 31, 2021 (in millions): June 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 1,139 $ — $ — $ 1,139 Available-for-sale investment securities — 856 — 856 Equity investment securities 17 $ — — 17 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 1,515 $ — $ — $ 1,515 Available-for-sale investment securities — 800 — 800 Equity investment securities 26 — — 26 Refe r to Note 3 to ou r condensed consolidated financial statements for fair value information related to our outstanding debt obligations as of June 30, 2022 and December 31, 2021. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss), net of tax | A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the three months ended June 30, 2022 and 2021 is as follows (in millions): Available-for-sale securities (1) Balance of accumulated income (loss), at March 31, 2022 $ (1) Reclassifications into earnings, net of taxes of $0 — Change in fair value, net of taxes of $0 (1) Balance of accumulated income (loss), at June 30, 2022 $ (2) Balance of accumulated income (loss), at March 31, 2021 $ — Reclassifications into earnings, net of taxes $0 — Change in fair value, net of taxes of $0 — Balance of accumulated income (loss), at June 30, 2021 $ — A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the six months ended June 30, 2022 and 2021 is as follows (in millions): Available-for-sale securities (1) Balance of accumulated income (loss), at December 31, 2021 $ — Reclassifications into earnings, net of taxes of $0 — Change in fair value, net of taxes of $0 (2) Balance of accumulated income (loss), at June 30, 2022 $ (2) Balance of accumulated income (loss), at December 31, 2020 $ — Reclassifications into earnings, net of taxes $0 — Change in fair value, net of taxes of $0 — Balance of accumulated income (loss), at June 30, 2021 $ — |
Special Items (Tables)
Special Items (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of unusual or infrequent items, or both | The following is a listing of special items presented on our consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Special Items Federal payroll support grant recognition (1) $ — $ (357) $ — $ (644) CARES Act employee retention credit (2) — (9) — (11) Fleet Impairment (3) 5 — 5 — Air Lines Pilot Association ratification bonus (4) 32 — 32 — Spirit Airlines, Inc. proposal expenses (5) 7 — 7 — Total $ 44 $ (366) $ 44 $ (655) (1) As discussed in Note 3 to our condensed consolidated financial statements, we received assistance in the form of grants and unsecured loans under various federal payroll support programs in 2020 and 2021. Funds under these federal payroll support programs were to be used exclusively for the continuation of payment of crewmember wages, salaries and benefits. The carrying values of the payroll support grants (after consideration of the warrants we issued) were recorded within other liabilities and were recognized as contra-expenses within special items on our consolidated statements of operations as the funds were utilized. We utilized $357 million and $644 million of payroll support grants for the three and six months ended June 30, 2021, respectively. Our payroll support grants were fully utilized as of September 30, 2021. (2) The Employee Retention Credit ("ERC") under the CARES Act is a refundable tax credit which encourages businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers can qualify for up to $5,000 of credit for each employee based on qualified wages paid after March 12, 2020 and before January 1, 2021. The Internal Revenue Service ("IRS") subsequently issued Notice 2021-23 and Notice 2021-49 which collectively extended the ERC eligibility to cover qualified wages paid after December 31, 2020 and before January 1, 2022. Qualified wages are the wages paid to an employee for the time that the employee is not providing services due to an economic hardship, specifically, either (1) a full or partial suspension of operations by order of a governmental authority due to COVID-19, or (2) a significant decline in gross receipts. Our policy is to recognize the ERC when it is filed with the Internal Revenue Service. We recognized $9 million and $11 million of ERC as a contra-expense within special items on our consolidated statements of operations for the three and six months ended June 30, 2021, respectively. (3) Under Topic 320 - Property, Plant, and Equipment of the FASB Codification, we are required to assess long-lived assets for impairment when events and circumstances indicate that the assets may be impaired. An impairment of long-lived assets exists when the sum of the estimated undiscounted future cash flows expected to be generated directly by the assets are less than the book value of the assets. Our long-lived assets include both owned and leased properties which are classified as property and equipment, and operating lease assets on our consolidated balance sheets, respectively. To determine if impairment exists in our fleet, we grouped our aircraft by fleet-type and estimated their future cash flows based on projections of capacity, aircraft age, and maintenance conditions. Based on the assessment, we determined the future cash flows from the operation our Embraer E190 fleet were lower than the carrying value. For those aircraft, including the ones that are under operating lease, and related spare parts in our Embraer E190 fleet, we recorded impairment losses of $5 million for the six months ended June 30, 2022. These losses represent the difference between the book value of these assets and their fair value. In determining fair value, we obtained third party valuations for our Embraer E190 fleet, which considered the effects of the current market environment, age of the assets, and marketability. For our owned Embraer E190 aircraft and related spare parts, we made adjustments to the valuations to reflect the impact of their current maintenance conditions to determine fair value. Our estimate of fair value was not based on distressed sales or forced liquidations. The fair value of our Embraer E190 aircraft under operating lease and related parts was based on the present value of current market lease rates utilizing a market discount rate for the remaining term of each lease. Since the fair value of our Embraer E190 fleet was determined using unobservable inputs, it is classified as Level 3 in the fair value hierarchy. We e valuated the remaining fleet types and determined the future cash flows of our Airbus A320 and Airbus A321 fleets exceeded their carrying value as of June 30, 2022. We did not record any impairment loss on our long-lived assets for the three and six months ended June 30, 2021. (4) As discussed in Note 6 to our condensed consolidated financial statements, we paid $32 million for an ALPA ratification bonus and the associated payroll taxes during the three months ending June 30, 2022. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Short-Term and Long-Term Investment Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Gains (losses) on securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Material gains or losses recorded on held-to-maturity securities | 0 | 0 | 0 | 0 | |
Unrealized loss on investments | 6,000,000 | $ 0 | 8,000,000 | $ 0 | |
Available-for-sale investment securities | |||||
Available-for-sale investment securities | 856,000,000 | 856,000,000 | $ 800,000,000 | ||
Held-to-maturity investment securities | 120,000,000 | 120,000,000 | 37,000,000 | ||
Equity investment securities | 17,000,000 | 17,000,000 | 26,000,000 | ||
Total investment securities | 993,000,000 | 993,000,000 | 863,000,000 | ||
Time deposits | |||||
Available-for-sale investment securities | |||||
Available-for-sale investment securities | 795,000,000 | 795,000,000 | 790,000,000 | ||
Debt securities | |||||
Available-for-sale investment securities | |||||
Available-for-sale investment securities | 10,000,000 | 10,000,000 | 8,000,000 | ||
Commercial Paper | |||||
Available-for-sale investment securities | |||||
Available-for-sale investment securities | 51,000,000 | 51,000,000 | 2,000,000 | ||
Corporate bonds | |||||
Available-for-sale investment securities | |||||
Held-to-maturity investment securities | 120,000,000 | 120,000,000 | 37,000,000 | ||
Equity investment securities | |||||
Available-for-sale investment securities | |||||
Equity investment securities | $ 17,000,000 | $ 17,000,000 | $ 26,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Investments (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cost method investments - jetblue tech ventures | $ 77 | $ 72 |
Measurement alternative, ownership percentage | 10% | |
Cost method investments - TWA flight center hotel | $ 14 | $ 14 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Equity Method Investments (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Equity method investments | $ 40 | $ 32 |
Recognized a gain | $ 2 |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Recognized By Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Passenger travel | $ 2,162 | $ 1,322 | $ 3,651 | $ 1,945 |
Loyalty revenue - air transportation | 140 | 66 | 253 | 113 |
Loyalty revenue | 95 | 81 | 184 | 126 |
Other revenue | 48 | 30 | 93 | 48 |
Total revenue | $ 2,445 | $ 1,499 | $ 4,181 | $ 2,232 |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Air traffic liability - passenger travel | $ 1,690 | $ 1,323 |
Air traffic liability - loyalty program (air transportation) | 927 | 891 |
Deferred revenue | 571 | 613 |
Total | $ 3,188 | $ 2,827 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 973 | $ 371 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years |
Revenue Recognition - Current A
Revenue Recognition - Current And Non-Current Air Traffic Liability (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue From Contract With Customer [Roll Forward] | ||
Beginning balance | $ 891 | $ 733 |
TrueBlue® points redeemed | (253) | (113) |
TrueBlue® points earned and sold | 289 | 186 |
Ending balance | $ 927 | $ 806 |
Long-term Debt, Short-term Bo_3
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 6 Months Ended | |||||||||||
Sep. 15, 2021 USD ($) | Jun. 17, 2021 USD ($) | May 06, 2021 USD ($) $ / shares shares | Jan. 15, 2021 $ / shares shares | Jun. 17, 2020 USD ($) | Apr. 23, 2020 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) trading_day | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | May 16, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Sep. 29, 2020 USD ($) $ / shares shares | |
Line of Credit Facility [Line Items] | |||||||||||||
Repayment of long-term debt and finance lease obligations | $ 189,000,000 | $ 1,481,000,000 | |||||||||||
Pledged assets not separately reported flight equipment | $ 6,500,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
CARES act, payroll support program, total payment | $ 963,000,000 | ||||||||||||
CARES act, payroll support program, grant | $ 704,000,000 | ||||||||||||
Class of warrant or right, outstanding (in shares) | shares | 0.7 | 1 | 2.7 | 1.2 | |||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 19.90 | $ 14.43 | $ 9.50 | $ 9.50 | |||||||||
CARES act, secured loans, eligibility amount | $ 1,900,000,000 | ||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||
Repayments of debt | $ 118,000,000 | ||||||||||||
Line of credit, current | 0 | ||||||||||||
Interest expense, debt | 4,000,000 | 2,000,000 | |||||||||||
Amortization of debt issuance costs | 2,000,000 | 1,000,000 | |||||||||||
Spirit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Acquisition price (in dollars per share) | $ / shares | $ 30 | ||||||||||||
Payroll Support 2 Payments | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
CARES act, payroll support program, total payment | 580,000,000 | ||||||||||||
CARES act, payroll support program, grant | 436,000,000 | ||||||||||||
Payroll Support 3 Payments | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
CARES act, payroll support program, total payment | $ 541,000,000 | ||||||||||||
CARES act, payroll support program, grant | $ 409,000,000 | ||||||||||||
Morgan Stanley | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | ||||||||||||
Morgan Stanley | Revolving Credit Facility and Letter of Credit Facility | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Long-term line of credit | 0 | $ 0 | |||||||||||
Senior Secured Bridge Facility | Senior Notes | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 3,500,000,000 | ||||||||||||
Senior Secured Bridge Facility | Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Spirit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | 3,500,000,000 | ||||||||||||
Senior Secured Bridge Facility | Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Bridge Facility | Spirit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 3,500,000,000 | ||||||||||||
Unsecured Debt | US Department of Treasury | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 259,000,000 | ||||||||||||
Debt instrument, basis spread on variable rate | 1% | 1% | |||||||||||
Debt instrument, interest rate, stated percentage | 1% | ||||||||||||
Unsecured Debt | US Department of Treasury | Payroll Support 2 Payments | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 144,000,000 | ||||||||||||
Unsecured Debt | US Department of Treasury | Payroll Support 3 Payments | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 132,000,000 | ||||||||||||
Unsecured Debt | US Department of Treasury | SOFR | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, term | 10 years | 10 years | 10 years | ||||||||||
Debt instrument, basis spread on variable rate | 2% | 2% | 2% | ||||||||||
Convertible Senior Notes Due 2026 | Senior Notes | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 750,000,000 | ||||||||||||
Debt instrument, interest rate, stated percentage | 0.50% | ||||||||||||
Proceeds from offering | $ 734,000,000 | ||||||||||||
Debt instrument, convertible, conversion ratio | 0.0385802 | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 25.92 | ||||||||||||
Convertible Senior Notes Due 2026 | Senior Notes | Debt Instrument, Redemption, Period One | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||||
Trading days | trading_day | 20 | ||||||||||||
Convertible Senior Notes Due 2026 | Senior Notes | Debt Instrument, Redemption, Period Two | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 130% | ||||||||||||
Trading days | trading_day | 30 | ||||||||||||
Non Public Debt Secured CARES Act Loan due through 2025 | US Department of Treasury | Long-term Debt | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 115,000,000 | ||||||||||||
Non Public Debt Floating Rate Term Loan Credit Facility | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Repayments of debt | $ 722,000,000 | ||||||||||||
Debt extinguishment expenses | $ 40,000,000 | ||||||||||||
Non Public Debt Floating Rate Term Loan Credit Facility | Barclays Bank PLC | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, face amount | $ 750,000,000 | ||||||||||||
Non Public Debt Floating Rate Term Loan Credit Facility | Barclays Bank PLC | Line of Credit | LIBOR | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||||||
Non Public Debt Citibank Line of Credit due through 2023 | Citibank | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit, current | $ 550,000,000 |
Long-term Debt, Short-term Bo_4
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Maturities Of Our Debt and Finance Leases (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 163 |
2023 | 557 |
2024 | 332 |
2025 | 192 |
2026 | 929 |
Thereafter | $ 1,600 |
Long-term Debt, Short-term Bo_5
Long-term Debt, Short-term Borrowings and Finance Lease Obligations - Schedule of Carrying Amounts and Estimated Fair Value of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,820 | $ 4,003 |
Long term debt, fair value | 3,101 | 3,982 |
Finance lease, liability | 2 | 3 |
Fixed rate special facility bonds, due through 2036 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 42 | 42 |
Long term debt, fair value | 43 | 45 |
2019-1 Series AA, due through 2032 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 518 | 532 |
Long term debt, fair value | 352 | 442 |
2019-1 Series A, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 162 | 166 |
Long term debt, fair value | 128 | 150 |
2019-1 Series B, due through 2027 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 88 | 94 |
Long term debt, fair value | 98 | 121 |
2020-1 Series A, due through 2032 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 566 | 587 |
Long term debt, fair value | 490 | 634 |
2020-1 Series B, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 144 | 153 |
Long term debt, fair value | 159 | 199 |
Fixed rate enhanced equipment notes, due through 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 67 | 88 |
Long term debt, fair value | 65 | 88 |
Fixed rate equipment notes, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 539 | 620 |
Long term debt, fair value | 458 | 706 |
Floating rate equipment notes, due through 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 78 | 103 |
Long term debt, fair value | 69 | 99 |
2020 sale-leaseback transactions, due through 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 344 | 347 |
Long term debt, fair value | 342 | 374 |
Unsecured CARES Act Payroll Support Program loan, due through 2030 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 259 | 259 |
Long term debt, fair value | 156 | 219 |
Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 144 | 144 |
Long term debt, fair value | 85 | 121 |
Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 132 | 132 |
Long term debt, fair value | $ 78 | 111 |
0.50% convertible senior notes due 2026 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 0.50% | |
Long-term debt | $ 737 | 736 |
Long term debt, fair value | $ 578 | $ 673 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1.5 | 0 | 2.2 | 3.6 |
(Loss) Earnings Per Share - Com
(Loss) Earnings Per Share - Computed Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income | $ (188) | $ 64 | $ (443) | $ (183) |
Weighted average basic shares (in shares) | 323.1 | 317.7 | 321.9 | 317 |
Effect of dilutive securities (in shares) | 0 | 3.8 | 0 | 0 |
Weighted average diluted shares (in shares) | 323.1 | 321.5 | 321.9 | 317 |
Basic (in dollars per share) | $ (0.58) | $ 0.20 | $ (1.38) | $ (0.58) |
Diluted (in dollars per share) | $ (0.58) | $ 0.20 | $ (1.38) | $ (0.58) |
Crewmember Retirement Plan (Det
Crewmember Retirement Plan (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Percentage of employees pay | 100% | |
Years of service | 5% | |
Percentage of compensation in cash | 3 years | |
Percentage of employees' pay for profit sharing match | 5% | |
Period of discretionary contribution | 3 years | |
Percentage of FAA licensed employees gross pay for which ER can contribute discretionary profit sharing contribution to plan | 3% | |
Percentage of company contribution to pilots retirement program | 16% | |
Pilots retirement vesting period | 3 years | |
Percent of eligible pre-tax profits the company contributes to profit sharing until the pre-tax margin is 18% | 10% | |
Profit sharing calculation trigger, pretax margin | 18% | |
Percentage of eligible pre-tax profits the company contributes to profit sharing when pre-tax margin is above 18% | 20% | |
Contribution to employee retirement plan | $ 125 | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | |
Apr. 30, 2021 USD ($) airport | Jun. 30, 2022 USD ($) aircraft | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Remainder of fiscal year 2022 | $ 571 | |
2023 | 1,600 | |
2024 | 2,000 | |
2025 | 1,700 | |
2026 | 1,400 | |
Thereafter | $ 1,000 | |
Aircraft expected for delivery | aircraft | 9 | |
Restricted assets pledged under letter of credit | $ 41 | |
Restricted assets pledged related to workers compensation insurance policies and other business partner agreements | $ 34 | |
Number of northeast airports | airport | 4 | |
A-321 Neo | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligations disclosure | aircraft | 64 | |
A220-300 | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligations disclosure | aircraft | 89 | |
One-time bonus payment | $ 32 | |
Base pay increase | 3% |
Fair Value - Fair Value Hierarc
Fair Value - Fair Value Hierarchy (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Available-for-sale investment securities | $ 856 | $ 800 |
Equity investment securities | 17 | 26 |
Fair Value, Recurring | ||
Assets | ||
Cash equivalents | 1,139 | 1,515 |
Available-for-sale investment securities | 856 | 800 |
Equity investment securities | 17 | 26 |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 1,139 | 1,515 |
Available-for-sale investment securities | 0 | 0 |
Equity investment securities | 17 | 26 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Available-for-sale investment securities | 856 | 800 |
Equity investment securities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Available-for-sale investment securities | 0 | 0 |
Equity investment securities | $ 0 | $ 0 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
OCI, debt securities, available-for-sale, gain (loss), after adjustment, before Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized loss on investments | $ 6,000,000 | $ 0 | $ 8,000,000 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 3,598 | $ 3,714 | $ 3,849 | $ 3,951 |
Reclassification into earnings, tax | 0 | 0 | 0 | 0 |
Change in fair value, tax | 0 | 0 | 0 | 0 |
Ending balance | 3,446 | 3,813 | 3,446 | 3,813 |
Available-for-sale securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (1) | 0 | 0 | 0 |
Reclassifications into earnings, net of taxes | 0 | 0 | 0 | 0 |
Change in fair value | (1) | 0 | (2) | 0 |
Ending balance | $ (2) | $ 0 | $ (2) | $ 0 |
Special Items (Details)
Special Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Special Items [Abstract] | ||||
Federal payroll support grant recognition | $ 0 | $ (357,000) | $ 0 | $ (644,000) |
CARES act employee retention credit | 0 | (9,000) | 0 | (11,000) |
Fleet Impairment | 5,000 | 0 | 5,000 | 0 |
Air Lines Pilot Association ratification bonus | 32,000 | 0 | 32,000 | 0 |
Spirit Airlines, Inc. proposal expenses | 7,000 | 0 | 7,000 | 0 |
Special items | 44,000 | $ (366,000) | 44,000 | $ (655,000) |
Payments to employees | 5 | |||
Special Item CARES act employee retention credit | $ 9,000 | $ 11,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jul. 28, 2022 | Jun. 30, 2022 | May 16, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Spirit | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Acquisition price (in dollars per share) | $ 30 | |||
Spirit | Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Senior Secured Bridge Facility | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 3,500,000,000 | |||
Spirit | Goldman Sachs Bank USA, Bank of America, N.A. and BofA Securities, Inc | Senior Secured Bridge Facility | Bridge Facility | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 3,500,000,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Reverse break-up fee | $ 94,200,000 | |||
Subsequent Event | Spirit | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Acquisition price (in dollars per share) | 33.50 | |||
Business acquisition amount equal to extent paid (in dollars per share) | 2.50 | |||
Business acquisition amount equal to lesser (in dollars per share) | 1.15 | |||
Payment of ticking fee, per share (in dollars per share) | 0.10 | |||
Business acquisition amount equal in cash (in dollars per share) | $ 0.10 | |||
Termination fee | $ 70,000,000 |