Item 7.01 Regulation FD Disclosure.
On September 21, 2021, JetBlue Airways Corporation issued a press release, and
on September 22, 2021, posted materials at www.neaflies.com related to the
matters described in Item 8.01 of this Current Report on Form 8-K. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information in the preceding paragraph, as well as Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act"), or otherwise subject to the liabilities of that
section. It may only be incorporated by reference into another filing under the
Exchange Act or the Securities Act of 1933 if such subsequent filing
specifically references Item 7.01 of this Current Report on Form 8-K.
Item 8.01 Other Events.
On September 21, 2021, the United States Department of Justice (the "DOJ"),
along with the Attorneys General of each of the States of Arizona, California,
and Florida, the Commonwealths of Massachusetts, Pennsylvania, and Virginia, and
the District of Columbia, filed a lawsuit in the United States District Court
for the District of Massachusetts against JetBlue Airways Corporation
("JetBlue") and American Airlines, Inc. ("American" and, together with JetBlue,
the "Carriers" and each a "Carrier") concerning the Carriers' previously
implemented Northeast Alliance (the "NEA"). The lawsuit asserts and seeks an
adjudication that the NEA violates Section 1 of the Sherman Act, and that the
Carriers be permanently enjoined from continuing and restrained from further
implementing the NEA.
On July 15, 2020, JetBlue entered into the Northeast Alliance Agreement (the
"NEA Agreement") with American creating a strategic relationship designed to
optimize each Carrier's network through certain flights operated by each Carrier
to and from John F. Kennedy International Airport, LaGuardia Airport, Newark
Liberty International Airport and Boston Logan International Airport
(collectively, the "NEA Airports"). In connection with the entry into the NEA,
the Carriers entered into a Codeshare Agreement, a Mutual Growth Incentive
Agreement and certain other related agreements. Following an extensive review,
the U.S. Department of Transportation (the "DOT") terminated its review of the
NEA in January 2021 after JetBlue and American entered into certain binding
commitments with the DOT.
The Carriers established the NEA to unlock capacity growth and customer benefits
neither could achieve independently and to better compete in the Northeast.
JetBlue believes the lawsuit is without merit and, along with American, intends
to defend itself vigorously.
Forward Looking Statements
Statements in this Current Report on Form 8-K contain various forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, which represent our management's beliefs and
assumptions concerning future events. These statements are intended to qualify
for the "safe harbor" from liability established by the Private Securities
Litigation Reform Act of 1995. When used in this document and in documents
referred to herein, the words "expects," "plans," "anticipates," "indicates,"
"believes," "forecast," "guidance," "outlook," "may," "will," "should," "seeks,"
"targets" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements involve risks, uncertainties and
assumptions, and are based on information currently available to us. Actual
results may differ materially from those expressed in the forward-looking
statements due to many factors, including, without limitation, the outcome of
the lawsuit filed by the DOJ and certain state Attorneys General against us
related to our Northeast Alliance entered into with American Airlines; the
coronavirus ("COVID-19") pandemic and the outbreak of any other disease or
similar public health threat that affects travel demand or behavior;
restrictions on our business related to the financing we accepted under the
CARES Act; our significant fixed obligations and substantial indebtedness; risk
associated with execution of our strategic operating plans in the near-term and
long-term; the recording of a material impairment loss of tangible or intangible
assets; our extremely competitive industry; volatility in financial and credit
markets which could affect our ability to obtain debt and/or lease financing or
to raise funds through debt or equity issuances; volatility in fuel prices,
maintenance costs and interest rates; our reliance on high daily aircraft
utilization; our ability to implement our strategy; our ability to attract and
retain qualified personnel and maintain our culture as we grow; our reliance on
a limited number of suppliers, including for aircraft, aircraft engines and
parts and vulnerability to delays by those suppliers; our dependence on the New
York and Boston metropolitan markets and the effect of increased congestion in
these markets; our reliance on automated systems and technology; our being
subject to potential unionization, work stoppages, slowdowns or increased labor
costs; our presence in some international emerging markets that may experience
political or economic instability or may subject us to legal risk; reputational
and business risk from information security breaches or cyber-attacks; changes
in or additional domestic or foreign government regulation, including new or
increased tariffs; changes in our industry due to other airlines' financial
condition; acts of war or terrorism; global economic conditions or an economic
downturn leading to a continuing or accelerated decrease in demand for air
travel; adverse weather conditions or natural disasters; and external
geopolitical events and conditions. It is routine for our
internal projections and expectations to change as the year or each quarter in
the year progresses, and therefore it should be clearly understood that the
internal projections, beliefs and assumptions upon which we base our
expectations may change prior to the end of each quarter or year.
Given the risks and uncertainties surrounding forward-looking statements, you
should not place undue reliance on these statements. Further information
concerning these and other factors is contained in the Company's Securities and
Exchange Commission ("SEC") filings, including but not limited to, the Company's
2020 Annual Report on Form 10-K and other reports we file with or furnish to the
SEC. Our forward-looking statements speak only as of the date of this Current
Report on Form 8-K. Other than as required by law, we undertake no obligation to
update or revise forward-looking statements, whether as a result of new
information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
99.1** Materials R elated to the NEA, dated September 21, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
** Furnished herewith
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