8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2005

JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware				000-49728				87-0617894
(State of Other Jurisdiction of				(Commission				(I.R.S. Employer
Incorporation)				File Number)				Identification No.)

118-29 Queens Boulevard, Forest Hills, New York 11375
 (Address of principal executive offices)                (Zip Code)

(718) 709-3026
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement

On October 19, 2005, JetBlue Airways Corporation ("JetBlue" or the ‘‘Company’’) issued a press release announcing that its Board of Directors approved the acceleration of the vesting of all unvested stock options awarded under its stock incentive plan, excluding those held by Section 16(b) officers and members of its Board of Directors. As a result of this action, options to purchase up to approximately 13 million shares of common stock may become exercisable effective December 9, 2005, representing 65 percent of the Company’s total current outstanding options. All other terms and conditions applicable to such options, including the exercise prices, remain unchanged.

JetBlue will seek consent from option holders of incentive stock options, or ISOs, if the acceleration would have the effect of changing the status of the option for federal income tax purposes. The decision to accelerate vesting of these options was made primarily to avoid recognizing the related compensation expense in the Company’s future consolidated financial statements upon their adoption of SFAS No. 123(R), Share Based Payment. Assuming that all holders of ISOs elect to accelerate, this action will result in a non-cash, one-time stock compensation expense that is estimated to be up to $9 million in the fourth quarter of 2005.

A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On October 20, 2005, JetBlue issued a separate press release announcing its financial results for the third quarter ended September 30, 2005. A copy of this press release is attached to this report as Exhibit 99.2.

The information included under Item 2.02 of this report is being furnished and shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 8.01    Other Events

On October 19, 2005, JetBlue also announced that its Board of Directors had declared a three-for-two split of the Company’s common stock. The three-for-two stock split will be distributed on December 23, 2005 to stockholders of record at the close of business on December 12, 2005.

Item 9.01    Financial Statements and Exhibits

(c)   Exhibits

Exhibit Number				Exhibit
99.1				Press Release dated October 19, 2005 announcing stock option acceleration and three-for-two stock split
99.2				Press Release dated October 20, 2005 announcing financial results for the third quarter ended September 30, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JETBLUE AIRWAYS CORPORATION
(Registrant)

Date: October 20, 2005

By: /s/ HOLLY NELSON                
        Vice President and Controller
        (principal accounting officer)

EXHIBIT INDEX

Exhibit Number				Exhibit
99.1 99.2				Press Release dated October 19, 2005 announcing stock option acceleration and three-for-two stock split Press Release dated October 20, 2005 announcing financial results for the third quarter ended September 30, 2005

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:
Investor Relations
Amy Carpi, (203) 656-7651
amy.carpi@jetblue.com

Corporate Communications
(718) 709-3089
corporatecommunications@jetblue.com

JetBlue Airways Announces Accelerated Vesting of Stock Options;
Company Declares Three-for-Two Stock Split

New York, NY (October 19, 2005 ) — JetBlue Airways (NASDAQ: JBLU) today announced that its Board of Directors has approved the acceleration of the vesting of all unvested stock options awarded under the company’s stock incentive plan prior to December 31, 2005, excluding those held by Section 16(b) officers and members of its Board. As a result of this action, options to purchase up to approximately 13 million shares of common stock may become exercisable immediately effective December 9, 2005, representing 65 percent of the company’s total current outstanding options. All other terms and conditions applicable to such options, including the exercise prices, remain unchanged. Stock options granted by JetBlue typically vest over five or seven years.

All of the accelerated options are held by FAA-licensed and certain salaried employees. No options held by the company's Section 16(b) officers or members of the Board of Directors are covered by this action. The company will seek consent from option holders of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, if the acceleration would have the effect of changing the status of the option for federal income tax purposes from an incentive stock option to a non-qualified stock option.

This accelerated vesting enables JetBlue to avoid recognizing the stock compensation expense associated with these unvested options in future periods in its income statement after its adoption of FASB Statement No.123(R), Share-Based Payment, in January 2006. Assuming that all holders of ISOs elect to accelerate, this action will result in a non-cash, one-time stock compensation expense that is estimated to be up to $9 million in the fourth quarter of 2005.

Additionally, the company’s Board of Directors has declared a three-for-two stock split of the company's common stock. The three-for-two stock split will be distributed on December 23, 2005 to stockholders of record at the close of business on December 12, 2005. Cash will be paid in lieu of fractional shares. Once the stock split is completed, the number of issued and outstanding shares of the company’s common stock will increase by 50 percent. 

About JetBlue

JetBlue is a low-fare, low-cost passenger airline, which provides high-quality customer service. JetBlue operates a fleet of 82 new Airbus A320s and plans to add three additional A320s and eight EMBRAER 190s to its fleet in 2005. Based at New York City's John F. Kennedy International Airport, JetBlue currently operates 304 flights a day and serves 33 destinations in 14 states, Puerto Rico, the Dominican Republic and The Bahamas.

All JetBlue aircraft feature roomy leather seats; all equipped with an in-seat digital entertainment system offering 36 channels of free DIRECTV^® programming — no other airline offers more live satellite TV options. On flights longer than two hours, a selection of first-run movies and bonus features from FOX InFlight™ is also available.(1)

With JetBlue, all seats are assigned, all travel is ticketless, all fares are one-way, and an overnight stay is never required. For more information, schedules and fares, please visit www.jetblue.com or call JetBlue reservations at 1-800-JETBLUE (538-2583), 1-888-538-2583 if calling from Puerto Rico, or 1-200-9898 if calling from the Dominican Republic. This press release, as well as past press releases, can be found on www.jetblue.com.

(1)	FOX InFlight™ premium movies are available on flights longer than two hours. DIRECTV® service is not available on flights between JFK/Newark and Puerto Rico or the Dominican Republic; however, FOX InFlight™ is offered complimentary on these routes.

###

This press release contains statements of a forward-looking nature which represent our management's beliefs and assumptions concerning future events. 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, potential hostilities in the Middle East or other regions, our ability to implement our growth strategy and our dependence on the New York market, our fixed obligations and our limited operating history, seasonal fluctuations in our operating results, increases in maintenance costs, fuel prices and interest rates, our competitive environment, our reliance on sole suppliers, government regulation, our failure to properly integrate LiveTV or enforce its patents, our ability to hire qualified personnel, the loss of key personnel and potential problems with our workforce including work stoppages, and continuing changes in the airline industry following the September 11th terrorist attacks and the increased risk of future attacks, the potential risks with the delivery, placing into service and integration into our operations of the EMBRAER 190 aircraft as well as the potential liability relating to our handling of customer data. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to, the Company's Annual Report on Form 10-K/A and Quarterly Reports on Form 10-Q/A. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACT:
Investor Relations
Amy Carpi, (203) 656-7651
amy.carpi@jetblue.com

Corporate Communications
(718) 709-3089
corporatecommunications@jetblue.com

JETBLUE ANNOUNCES THIRD QUARTER 2005 EARNINGS

Low-Fare Carrier Achieves 3.1% Operating Margin

New York, NY (October 20, 2005 ) — JetBlue Airways Corporation (NASDAQ: JBLU) today reported its results for the third quarter 2005:

•	Operating revenues for the quarter totaled $452.9 million, representing growth of 40.2% over operating revenues of $323.1 million in the third quarter of 2004.

•	Operating income in the quarter was $13.8 million, resulting in a 3.1% operating margin, compared to operating income of $22.5 million and a 7.0% operating margin in the third quarter of 2004.

•	Net income for the quarter was $2.7 million, representing earnings of $0.02 per diluted share, compared with third quarter 2004 net income of $8.1 million, or $0.07 per diluted share.

‘‘This quarter was a difficult one for JetBlue,’’ said David Neeleman, JetBlue’s Chairman and CEO.  ‘‘The combination of record high jet fuel costs, which were 58% above fuel costs for the same period last year, hurricanes, and a competitive revenue environment has proven difficult for all airlines, and JetBlue is not immune. We will continue to build our business for the long term through strategic growth and by striving to exceed our customers’ expectations.’’

During the third quarter of 2005, JetBlue achieved a completion factor of 99.4% of scheduled flights versus 97.9% in the third quarter of 2004. On-time performance, defined by the U.S. Department of Transportation as arrivals within 14 minutes of schedule, was 72.2% in the third quarter of 2005 compared to 79.0% for the same period in 2004. The Company attained a load factor in the third quarter of 2005 of 86.6%, an increase of 1.7 points on a capacity increase of 28.2% over the third quarter of 2004.

‘‘Our crewmembers did an excellent job this quarter despite the numerous challenges,’’ commented Dave Barger, President and COO. ‘‘Going forward, we remain committed to examining every opportunity to increase revenue, reduce costs and improve our operational integrity.’’

For the third quarter 2005, yield per passenger mile was 7.87 cents, up 6.0% compared to 2004 on a 4.8% increase in average length of haul. Operating revenue per available seat mile (RASM) increased 9.4% year-over-year to 7.15 cents. Revenue passenger miles increased 30.7% from the third quarter of 2004 to 5.5 billion. Available seat miles grew 28.2% to 6.3 billion. Operating expenses for the third quarter were $439.1 million, up 46.1% from the third quarter of 2004. Operating expense per ASM (CASM) for the third quarter 2005 increased 13.8% year-over-year to 6.93 cents. On a fuel-neutral to prior year period basis, CASM increased 2.7% to 6.26 cents. Operating margin, on a fuel-neutral to prior year period basis, was 12.6% in the third quarter 2005. During the quarter, realized fuel price was $1.70 per gallon, a 57.9% increase over third quarter 2004 realized fuel price of $1.08.

Looking ahead, for the fourth quarter 2005 JetBlue expects to report a negative operating margin between 5.0% and 7.0%, resulting in an expected net loss for the quarter and the full year. This forecast is based on an assumed aircraft fuel cost per gallon of $2.00, net of hedges, during the fourth

quarter as well as a non-cash, one-time stock compensation expense that is estimated to be up to $9 million related to the acceleration of stock options announced yesterday. JetBlue ended the third quarter with $491 million in cash and investment securities.

JetBlue will conduct a conference call to discuss its quarterly earnings today, October 20, at 10:00 a.m. Eastern Time. A live broadcast of the conference call will be available via the World Wide Web at http://investor.jetblue.com.

About JetBlue

JetBlue is a low-fare, low-cost passenger airline, which provides high-quality customer service. JetBlue operates a fleet of 82 new Airbus A320s and plans to add three additional A320s and eight EMBRAER 190s to its fleet in 2005. Based at New York City's John F. Kennedy International Airport, JetBlue currently operates 318 flights a day and serves 33 destinations in 14 states, Puerto Rico, the Dominican Republic and The Bahamas.

All JetBlue aircraft feature roomy leather seats; all equipped with an in-seat digital entertainment system offering 36 channels of free DIRECTV^® programming — no other airline offers more live satellite TV options. On flights longer than two hours, a selection of first-run movies and bonus features from FOX InFlight^TM is also available. (1)

With JetBlue, all seats are assigned, all travel is ticketless, all fares are one-way, and an overnight stay is never required. For more information, schedules and fares, please visit www.jetblue.com or call JetBlue reservations at 1-800-JETBLUE (538-2583), 1-888-538-2583 if calling from Puerto Rico, or 1-200-9898 if calling from the Dominican Republic. This press release, as well as past press releases, can be found on www.jetblue.com.

(1)	FOX InFlightTM premium movies are available on flights longer than two hours. DIRECTV® service is not available on flights between JFK/Newark and Puerto Rico or the Dominican Republic; however, FOX InFlightTM is offered complimentary on these routes.

###

This press release contains statements of a forward-looking nature which represent our management's beliefs and assumptions concerning future events. 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, potential hostilities in the Middle East or other regions, our ability to implement our growth strategy and our dependence on the New York market, our fixed obligations and our limited operating history, seasonal fluctuations in our operating results, increases in maintenance costs, fuel prices and interest rates, our competitive environment, our reliance on sole suppliers, government regulation, our failure to properly integrate LiveTV or enforce its patents, our ability to hire qualified personnel, the loss of key personnel and potential problems with our workforce including work stoppages, and continuing changes in the airline industry following the September 11th terrorist attacks and the increased risk of future attacks, the potential risks with the delivery, placing into service and integration into our operations of the EMBRAER 190 aircraft as well as the potential liability relating to our handling of customer data. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to, the Company's Annual Report on Form 10-K/A and Quarterly Reports on Form 10-Q/A. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)

				Three Months Ended September 30,								Percent Change				Nine Months Ended September 30,								Percent Change
				2005				2004								2005				2004
OPERATING REVENUES
Passenger				$	431,529			$	311,462				38.5			$	1,199,653			$	900,253				33.3
Other					21,386				11,613				84.1				55,637				31,543				76.4
Total operating revenues					452,915				323,075				40.2				1,255,290				931,796				34.7
OPERATING EXPENSES
Salaries, wages and benefits					107,757				86,255				24.9				311,739				247,741				25.8
Aircraft fuel					138,026				68,499				101.5				335,953				175,174				91.8
Landing fees and other rents					27,184				24,813				9.6				80,106				68,437				17.0
Depreciation and amortization					29,511				19,808				49.0				80,506				53,429				50.7
Aircraft rent					18,265				17,553				4.1				54,154				52,548				3.1
Sales and marketing					21,996				14,657				50.1				61,744				46,423				33.0
Maintenance materials and repairs					19,812				11,518				72.0				46,931				32,406				44.8
Other operating expenses					76,518				57,499				33.1				205,030				155,516				31.8
Total operating expenses					439,069				300,602				46.1				1,176,163				831,674				41.4
OPERATING INCOME					13,846				22,473				(38.4	)			79,127				100,122				(21.0	)
Operating margin					3.1	%			7.0	%			(3.9	) pts.			6.3	%			10.7	%			(4.4	) pts.
OTHER INCOME (EXPENSE)
Interest expense					(28,361	)			(14,172	)			100.1				(74,386	)			(36,512	)			103.7
Capitalized interest					3,855				2,477				55.7				11,524				5,863				96.6
Interest income and other					6,963				2,520				176.3				15,061				6,000				151.0
Total other income (expense)					(17,543	)			(9,175	)							(47,801	)			(24,649	)
INCOME (LOSS) BEFORE INCOME TAXES					(3,697	)			13,298				(127.8	)			31,326				75,473				(58.5	)
Income tax expense (benefit)					(6,383	)			5,182								9,160				30,767
NET INCOME				$	2,686			$	8,116				(66.9	)		$	22,166			$	44,706				(50.4	)
EARNINGS PER COMMON SHARE:
Basic				$	0.03			$	0.08							$	0.21			$	0.43
Diluted				$	0.02			$	0.07							$	0.20			$	0.40
Weighted average shares outstanding:
Basic					105,361				103,490								104,875				102,914
Diluted					110,826				110,817								110,571				110,833

JETBLUE AIRWAYS CORPORATION

COMPARATIVE OPERATING STATISTICS

				Three Months Ended September 30,								Percent Change				Nine Months Ended September 30,								Percent Change
				2005				2004								2005				2004
Revenue passengers					3,782,567				3,033,338				24.7				10,878,559				8,604,108				26.4
Revenue passenger miles (000)					5,483,821				4,196,006				30.7				15,043,038				11,503,686				30.8
Available seat miles (000)					6,331,862				4,940,080				28.2				17,346,715				13,815,395				25.6
Load factor					86.6	%			84.9	%			1.7	pts.			86.7	%			83.3	%			3.4	pts.
Breakeven load factor (1)					87.4	%			80.9	%			6.5	pts.			84.2	%			76.2	%			8.0	pts.
Aircraft utilization (hours per day)					13.7				13.6				0.5				13.6				13.5				0.3
Average fare				$	114.08			$	102.68				11.1			$	110.28			$	104.63				5.4
Yield per passenger mile (cents)					7.87				7.42				6.0				7.97				7.83				1.9
Passenger revenue per available seat mile (cents)					6.82				6.30				8.1				6.92				6.52				6.1
Operating revenue per available seat mile (cents)					7.15				6.54				9.4				7.24				6.74				7.3
Operating expense per available seat mile (cents)					6.93				6.09				13.8				6.78				6.02				12.6
Airline expense per available seat mile (cents) (1)					6.87				6.01				14.3				6.72				5.96				12.7
Departures					28,104				22,893				22.8				81,123				65,883				23.1
Average stage length (miles)					1,444				1,383				4.4				1,371				1,344				2.0
Average number of operating aircraft during period					79.2				61.8				28.2				74.8				58.6				27.7
Average fuel cost per gallon				$	1.70			$	1.08				57.9			$	1.52			$	0.99				52.7
Fuel gallons consumed (000)					81,009				63,466				27.6				221,680				176,561				25.6
Percent of sales through jetBlue.com during period					77.7	%			75.0	%			2.7	pts.			77.2	%			75.7	%			1.5	pts.
Full-time equivalent employees at period end (1)																	7,452				6,127				21.6

SELECTED CONSOLIDATED BALANCE SHEET DATA
(in thousands)

				September 30, 2005				December 31, 2004
Cash, cash equivalents and investment securities				$	491,312			$	449,162
Total assets					3,565,941				2,796,670
Total debt					2,189,648				1,544,812
Stockholders' equity					786,618				754,123

NON-GAAP FINANCIAL MEASURES (2)
(in thousands)

				Three Months Ended September 30, 2005				Nine Months Ended September 30, 2005
Fuel Neutral Operating Expenses to Prior Period
Operating expenses as reported				$	439,069			$	1,176,163
Less: Reported aircraft fuel					(138,026	)			(335,953	)
Add: Aircraft fuel at prior period cost per gallon					87,433				219,938
Profit sharing impact					7,589				17,402
Fuel neutral operating expenses				$	396,065			$	1,077,550
Fuel neutral operating margin					12.6	%			14.2	%
Fuel neutral operating expense per available seat mile (cents)					6.26				6.21

(1)	Excludes operating expenses and employees of LiveTV, LLC, which are unrelated to our airline operations

(2)

In management's view, comparative analysis of period-to-period operating results can be enhanced by excluding the significant volatility in the price of aircraft fuel, which is subject to many economic and political factors that are beyond our control. We believe that the presentation of these non-GAAP financial measures is useful to management and investors because it is more indicative of our ability to manage our costs and also assists in understanding the significant impact that fuel prices have had on our operations. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP.

SOURCE: JetBlue Airways Corporation