-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RT93prrdlk8N75A1eYcnoeRFcYv7fYqM0azOQn8MAYhnZC01XmUdT3rNghdfaPx3 zFtL0hRZwHGPHWoFIvBppg== 0000950136-08-002104.txt : 20080425 0000950136-08-002104.hdr.sgml : 20080425 20080425164527 ACCESSION NUMBER: 0000950136-08-002104 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JETBLUE AIRWAYS CORP CENTRAL INDEX KEY: 0001158463 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 870617894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-49728 FILM NUMBER: 08778240 BUSINESS ADDRESS: STREET 1: 118-29 QUEENS BOULEVARD CITY: FOREST HILLS STATE: NY ZIP: 11375 BUSINESS PHONE: 7182867900 MAIL ADDRESS: STREET 1: 118-29 QUEENS BOULEVARD CITY: FOREST HILLS STATE: NY ZIP: 11375 10-Q 1 file1.htm FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2008

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

For the transition period from to

Commission file number: 000-49728

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


Delaware			87-0617894
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
118-29 Queens Boulevard, Forest Hills, New York			11375
(Address of principal executive offices)			(Zip Code)

(718) 286-7900
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of ‘‘large accelerated filer’’, ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of March 31, 2008, there were 224,308,781 shares of the registrant’s common stock, par value $.01, outstanding.

JetBlue Airways Corporation

FORM 10-Q

INDEX


		Page #’s
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Condensed Consolidated Balance Sheets – March 31, 2008 and December 31, 2007		1
	Consolidated Statements of Operations – Three Months Ended March 31, 2008 and 2007		2
	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2008 and 2007		3
	Notes to Condensed Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1.A	Risk Factors		18
Item 6.	Exhibits		18

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)


	March 31, 2008			December 31, 2007
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	713		$	190
Investment securities			40			644
Receivables, less allowance			111			92
Inventories, less allowance			27			26
Prepaid expenses and other			173			164
Total current assets			1,064			1,116
PROPERTY AND EQUIPMENT
Flight equipment			3,689			3,547
Predelivery deposits for flight equipment			238			238
			3,927			3,785
Less accumulated depreciation			358			336
			3,569			3,449
Other property and equipment			489			475
Less accumulated depreciation			139			130
			350			345
Total property and equipment			3,919			3,794
OTHER ASSETS
Assets constructed for others			503			452
Investment securities			284			—
Restricted cash			54			53
Other			226			183
Total other assets			1,067			688
TOTAL ASSETS		$	6,050		$	5,598
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	122		$	140
Air traffic liability			480			426
Accrued salaries, wages and benefits			95			110
Other accrued liabilities			170			120
Short-term borrowings			23			43
Current maturities of long-term debt and capital leases			377			417
Total current liabilities			1,267			1,256
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS			2,697			2,588
DEFERRED TAXES AND OTHER LIABILITIES
Deferred income taxes			187			192
Construction obligation			485			438
Other			85			88
			757			718
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 500,000,000 shares authorized, 224,308,781 and 181,593,440 shares issued and outstanding in 2008 and 2007, respectively			2			2
Additional paid-in capital			1,158			853
Retained earnings			154			162
Accumulated other comprehensive income			15			19
Total stockholders’ equity			1,329			1,036
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	6,050		$	5,598

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share amounts)


	Three Months Ended March 31,
	2008				2007
OPERATING REVENUES
Passenger		$	748			$	564
Other			68				44
Total operating revenues			816				608
OPERATING EXPENSES
Aircraft fuel			308				190
Salaries, wages and benefits			178				164
Landing fees and other rents			51				45
Depreciation and amortization			45				42
Aircraft rent			32				30
Sales and marketing			39				29
Maintenance materials and repairs			33				26
Other operating expenses			113				95
Total operating expenses			799				621
OPERATING INCOME (LOSS)			17				(13	)
OTHER INCOME (EXPENSE)
Interest expense			(56	)			(52	)
Capitalized interest			14				8
Interest income and other			12				12
Total other income (expense)			(30	)			(32	)
LOSS BEFORE INCOME TAXES			(13	)			(45	)
Income tax benefit			(5	)			(23	)
NET LOSS		$	(8	)		$	(22	)
LOSS PER COMMON SHARE:
Basic		$	(0.04	)		$	(0.12	)
Diluted		$	(0.04	)		$	(0.12	)

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)


	Three Months Ended March 31,
	2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(8	)		$	(22	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes			(5	)			(23	)
Depreciation			41				39
Amortization			5				5
Stock-based compensation			4				4
Changes in certain operating assets and liabilities			20				141
Other, net			(8	)			3
Net cash provided by operating activities			49				147
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(200	)			(212	)
Predelivery deposits for flight equipment			(30	)			(32	)
Assets constructed for others			(44	)			(76	)
Purchase of available-for-sale securities			(69	)			(254	)
Sale of available-for-sale securities			385				246
Other, net			15				(2	)
Net cash provided by (used in) investing activities			57				(330	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock			310				6
Issuance of long-term debt			147				140
Aircraft sale and leaseback transactions			26				52
Short-term borrowings			—				14
Construction obligation			41				76
Repayment of long-term debt and capital lease obligations			(78	)			(30	)
Repayment of short-term borrowings			(20	)			(26	)
Other, net			(9	)			(3	)
Net cash provided by financing activities			417				229
INCREASE IN CASH AND CASH EQUIVALENTS			523				46
Cash and cash equivalents at beginning of period			190				10
Cash and cash equivalents at end of period		$	713			$	56

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation: Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation and our subsidiaries, collectively ‘‘we’’ or the ‘‘Company’’, with all intercompany transactions and balances having been eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2007 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007, or our 2007 Form 10-K.

These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC, and, in our opinion, reflect all adjustments including normal recurring items which are necessary to present fairly the results for interim periods. Our revenues are recorded net of excise and other related taxes in our condensed consolidated statements of operations.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles 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. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year. For the three months ended March 31, 2007, we reduced passenger revenues by $24 million for vouchers issued during ice storms during that quarter.

Fair Value: Effective January 1, 2008, JetBlue adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements, or SFAS 157, which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS 157 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


	Level 1	quoted prices in active markets for identical assets or liabilities;


	Level 2	quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or


	Level 3	unobservable inputs, such as discounted cash flow models or valuations.

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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 hierarchy as of March 31, 2008 (in millions).


	Level 2			Level 3			Total
Assets
Auction rate securities		$	—		$	313		$	313
Aircraft fuel derivatives			40			—			40
		$	40		$	313		$	353
Liabilities
Interest rate swaps		$	—		$	3		$	3

Auction Rate Securities: At March 31, 2008, the fair values of our auction rate securities, or ARSs, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States Government), were estimated through discounted cash flow models. These models consider, among other things, the timing of expected future successful auctions, collateralization of underlying security investments and the credit worthiness of the issuer. Since these inputs were not observable, they are classified as level 3 inputs. At December 31, 2007, these securities were valued based on the markets in which they were trading (level 1 inputs). However, beginning in February 2008, the auctions for all of the ARSs then held by us were unsuccessful, resulting in our continuing to hold them beyond their ty pical auction reset dates and causing a change in the level of inputs used to determine their fair values. As a result of the lack of liquidity in the ARS market and not as a result of the quality of the underlying collateral, for the three months ended March 31, 2008, we recorded an unrealized loss on our ARSs of $11 million, which is reflected in accumulated other comprehensive income in our condensed consolidated balance sheet. Our valuation models assume an average maturity of our ARSs in excess of one year due to the lack of liquidity in the ARS markets and the long-term remaining duration of the underlying securities; therefore, we have classified these securities as non-current on our March 31, 2008 condensed consolidated balance sheet. In addition to adjusting the carrying value of our ARSs, if our assessment of the valuation adjustment in future periods is other than temporary, we would record an impairment charge through our Statement of Operations.

Aircraft Fuel Derivatives: Our aircraft fuel derivatives consist of over the counter contracts, which are not traded on public exchanges, although their fair values are determined based on inputs that are readily available from public markets, therefore, they are classified as level 2 inputs. We account for all of our aircraft fuel derivatives as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. The effective portion of realized aircraft fuel hedging derivative gains/(losses) is recognized in fuel expense, while ineffective gains/(losses) are recognized in interest income and other.

Interest Rate Swaps: In February 2008, we entered into interest rate swaps, which qualify as cash flow hedges in accordance with SFAS 133. The initial fair values of these instruments were determined by our counterparties using inputs that are available in the public swap markets for similarly termed instruments and then making adjustments for the terms specific to our instruments. We continue to value these securities based on quotes from our counterparties, which we verify for reasonableness by comparing to quoted prices in the swap markets. Since the inputs used to value these option contracts are unobservable, we have classified them as level 3 inputs. There was no ineffectiveness relating to these interest rate swaps for the three months ended March 31, 2008, with all of the unrealized losses being deferred in accumulated other comprehensive income.

See Note 9 for more information regarding our hedging instruments.

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The following table reflects the activity for the major classes of our assets and liabilities measured at fair value using level 3 inputs (in millions):


	Auction Rate Securities				Interest Rate Swaps				Total
Balance as of December 31, 2007		$	—			$	—			$	—
Transfers in			255								255
Unrealized gains/(losses), net			(11	)			(3	)			(14	)
Purchases, issuances and settlements, net			69				—				69
Balance as of March 31, 2008		$	313			$	(3	)		$	310

New Accounting Pronouncements: In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB 14-a, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which applies to all convertible debt instruments that have a ‘‘net settlement feature’’, which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FSP APB 14-a requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a m anner reflective of the issuers nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB 14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB 14-a may have on our consolidated financial statements.

Note 2 — Stock-Based Compensation

During the three months ended March 31, 2008, the Company granted 1.5 million restricted stock units under our Amended and Restated 2002 Stock Incentive Plan, at a weighted average grant date fair value of $6.35 per share. At March 31, 2008, 1.5 million restricted stock units were unvested with a weighted average grant date fair value of $6.54 per share.

Note 3 — Long-term Debt and Capital Lease Obligations

During the three months ended March 31, 2008, we issued $102 million in fixed rate equipment notes due through 2020, which are secured by three Airbus A320 aircraft, and $45 million in floating rate equipment notes due through 2020, which are secured by two EMBRAER 190 aircraft. At March 31, 2008, the weighted average interest rate of all of our long-term debt was 5.3% and scheduled maturities are $343 million for the remainder of 2008, $159 million in 2009, $163 million in 2010, $169 million in 2011, $203 million in 2012 and $3.07 billion thereafter. The weighted average interest rate of our outstanding short-term borrowings at March 31, 2008 and December 31, 2007 was 4.8% and 6.7%, respectively.

In March 2008, we renewed our Airbus A320 aircraft predelivery funding facility to allow for borrowings of up to $44 million through December 2010. At March 31, 2008, there were a total of $23 million outstanding borrowings under our facilities at a weighted average interest rate of 4.8%.

Note 4 — Assets Constructed for Others

In November 2005, we executed a lease agreement with The Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at New York’s John F. Kennedy International Airport, which the PANYNJ will own. We have evaluated this lease and have concluded that we bear substantially all of the construction period risk. As a result, we are considered the owner of the project for financial reporting purposes only and are required to reflect an asset and liability for in-process construction related to this project on our balance sheets. To date, we have paid $509 million in project costs and have capitalized $43 million in interest, which are reflected as Assets Constructed for Others as well as Other Property and Equipment in the accompanying condensed consolidated balance sheets. Reimbursements from the PANYNJ and

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financing charges totaled $503 million through March 31, 2008 and are reflected as Construction Obligation in our condensed consolidated balance sheet, net of $18 million in scheduled payments to the PANYNJ.

Note 5 — Comprehensive Loss

Comprehensive loss includes changes in fair value of our aircraft fuel derivatives and interest rate swap agreements, which quality for hedge accounting, and unrealized losses on our auction-rate securities that are classified as available for sale securities. The differences between net loss and comprehensive loss for each of these periods are as follows (dollars are in millions):


	Three Months Ended March 31,
	2008				2007
Net Loss		$	(8	)		$	(22	)
Aircraft Fuel Derivatives
Change in fair value (net of taxes, $12 and $4)			18				16
Reclassification into earnings (net of taxes, $8 and $0)			(13	)			4
Interest Rate Swap Agreements
Change in fair value (net of taxes, $1 and $0)			(2	)			—
Available for Sale Securities
Unrealized losses (net of taxes, $4 and $0)			(7	)			—
Comprehensive Loss		$	(12	)		$	(2	)

Note 6 — Loss Per Share

The following table shows how we computed basic and diluted loss per common share (dollars in millions; share data in thousands):


	Three Months Ended March 31,
	2008				2007
Numerator:
Net loss		$	(8	)		$	(22	)
Denominator:
Weighted average shares outstanding for basic and diluted loss per share			214,416				178,204

For the three months ended March 31, 2008 and 2007, a total of 20.8 million shares of common stock issuable upon conversion of our convertible debt were excluded from the diluted loss per share computation since the assumed conversion would be anti-dilutive. We also excluded 29.2 million and 30.5 million shares issuable upon exercise of outstanding stock options for the three months ended March 31, 2008 and 2007, respectively, from the diluted loss per share computation since they were anti-dilutive.

Note 7 — Employee Retirement Plan

We sponsor a retirement savings 401(k) defined contribution plan and a profit sharing plan, or the Plan, covering all of our employees. Our contributions expensed for the Plan for the three months ended March 31, 2008 and 2007 were $11 million and $10 million, respectively.

Note 8 — Commitments

As of March 31, 2008, our firm aircraft orders consisted of 67 Airbus A320 aircraft, 71 EMBRAER 190 aircraft and 23 spare engines scheduled for delivery through 2015. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately $455 million for the remainder of 2008, $750 million in 2009, $700 million in 2010, $735 million in 2011, $875 million in 2012 and $1.55 billion thereafter.

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During the three months ended March 31, 2008, we entered into a sale-leaseback transaction for one EMBRAER 190 aircraft, a short-term operating lease for an additional EMBRAER 190 aircraft, as well as leases for certain other facilities and equipment. Future minimum lease payments associated with these operating leases totaled $37 million at March 31, 2008 over the next 18 years. These amounts are in addition to the minimum lease payments described in Note 3 to our audited financial statement included in our 2007 Form 10-K. We deferred approximately $1 million in gains related to our sale-leaseback transaction, which is being recognized on a straight-line basis over it’s 18-year lease term as a reduction to aircraft rent expense.

Note 9 — Financial Instruments and Risk Management

We are exposed to the effect of changes in the price and availability of aircraft fuel. To manage this risk, we periodically enter into crude or heating oil option contracts and swap agreements. The following is a summary of our derivative contracts (in millions, except as otherwise indicated):


	March 31, 2008			December 31, 2007
Fair value of derivative instruments		$	40		$	33
Longest remaining term (months)			12			9
Hedged volume (barrels, in thousands)			3,009			1,506


	Three Months Ended March 31,
	2008				2007
Hedge effectiveness net gains (losses) recognized in aircraft fuel expense		$	25			$	(9	)
Hedge ineffectiveness net gains recognized in other income (expense)			—				1
Other hedge net gains recognized in other income (expense)			—				—
Percentage of actual consumption economically hedged			35	%			71	%

We are also exposed to the variability of interest rates on our floating rate equipment notes. During the three months ended March 31, 2008, we entered into interest rate swap agreements whereby we swapped the floating rate interest, based on three-month LIBOR, related to our 2004-2 Series enhanced equipment trust facility G-1 notes for an effective 4.3% fixed interest rate. The notional amount hedged was initially $152 million and will be reduced through maturity in 2016 as scheduled principal payments are made on the notes.

Note 10 — LiveTV

During the three months ended March 31, 2008, LiveTV installed in-flight entertainment systems for other airlines on 16 aircraft, bringing total installations of these systems for other airlines to 388 aircraft. Third-party revenues for the three months ended March 31, 2008 and 2007 were $13 million and $8 million, respectively. Deferred profit on hardware sales and advance deposits for future hardware sales included in non-current liabilities in the accompanying condensed consolidated balance sheets was $27 million and $28 million at March 31, 2008 and December 31, 2007, respectively. Deferred profit to be recognized as income on installations completed through March 31, 2008 will be approximately $5 million for the remainder of 2008, $6 million in 2009, $2 million in each of 2010 through 2012, and $6 million thereafter.

Note 11 — Stockholders’ Equity

In January 2008, we completed a $301 million, net of transaction costs, equity offering to Deutsche Lufthansa AG. Under the terms of the agreement Lufthansa purchased, in a private placement, approximately 42.6 million newly issued common shares of JetBlue, or 19% of JetBlue’s equity after giving effect to the issuance. Under the terms of the agreement, a Lufthansa nominee was appointed to the Board of Directors. The Lufthansa nominee is a Class II director and is a nominee for election at JetBlue’s annual meeting in 2008.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Outlook

The U.S. economy has continued to slow as a result of high energy costs, a weakening dollar and the direct and indirect impact from turmoil in the credit markets. The U.S. domestic airline industry continues to be severely impacted by record high fuel prices. As a result, a number of domestic airlines have taken a number of steps to reduce losses, including reducing employee headcount, limiting service offerings, renegotiating labor contracts, reconfiguring flight schedules, restructuring their operations and taking other efficiency and cost-cutting measures. We have also reduced our planned domestic capacity in 2008 and have announced other cost saving initiatives. While we believe that we continue to have a cost advantage over many of our competitors in the airline industry, the steps taken by our competitors to reduce losses have reduced that advantage in certain cases. Furthermore, although the fares charged by domestic airlines have increased year over year , these increases have not been sufficient to offset the record increases in fuel costs, which have contributed to five U.S. airlines declaring bankruptcy thus far in 2008. With the uncertainty in the overall economy and the operational challenges faced by the domestic airline industry, there continues to be reports of consolidation and liquidation within the industry, including the recently announced merger agreement between Delta Air Lines and Northwest Airlines that, if completed, would result in the world’s largest airline. We are unable to predict what the effect would be of further industry bankruptcies or consolidation on JetBlue or the airline industry in general.

During the first quarter of 2008, we commenced service to Puerto Plata in the Dominican Republic and St. Maartin in the Netherlands Antilles. In May 2008, we will be expanding our presence in Austin, Texas, which will allow us to introduce our EMBRAER 190 aircraft to the western U.S. We believe that the market potential for the 100-seat EMBRAER 190 aircraft in smaller and mid-sized markets is significant and are excited to be introducing it into more of these markets. Our growth strategy remains disciplined, with the planned sales of three additional Airbus A320 aircraft in 2008 and another in 2009, bringing our total planned aircraft sales to nine in 2008 and one in 2009. We are continuing to evaluate our growth rate and if conditions warrant, we may elect to sell additional aircraft or defer scheduled deliveries of new aircraft. Primarily as a result of high fuel costs and slow market maturation, we will also discontinue service to Tucson, Arizona in May& nbsp;2008.

In our effort to enhance the JetBlue Experience for our customers, we have reconfigured our Airbus A320 fleet to provide for 38 inches of seat pitch in selected rows, which we are now offering as an optional upgrades for a modest additional fee on travel beginning in April 2008. This modification is not being sold as a separate class of service nor did it create a second cabin or change the total number of seats on our aircraft. In this fuel intensive environment, we have started to focus more on trying to grow other revenues – both passenger related and otherwise – through various initiatives, all while continuing to deliver the core JetBlue Experience to our customers.

We expect our full-year operating capacity to increase approximately 3% to 5% over 2007 with the net increase of three new Airbus A320 aircraft and seven new EMBRAER 190 aircraft to our operating fleet, offset by the planned sale of nine of our A320 aircraft during the year. We expect that the EMBRAER 190 aircraft will represent approximately 13% of our total 2008 operating capacity. Assuming fuel prices of $3.05 per gallon, net of effective hedges, our cost per available seat mile for 2008 is expected to increase 20% to 22% over 2007. We expect our full year operating margin to be between 2% and 4% and our pre-tax margin to be between (2%) and 0%.

Results of Operations

Our operating revenue per available seat mile for the quarter increased 18% over the same period in 2007. Our results from the prior year are impacted by last year’s ice storms, when we cancelled approximately 1,200 flights in February and 440 flights in March. Our average fares for the quarter increased 22% over 2007 to $135.64, while our load factor declined 2.4 points to 78.2% from a year ago.

Our on-time performance, defined by the Department of Transportation, or DOT, as arrival within 14 minutes of schedule, was 71.8% in the first quarter of 2008 compared to 63.6% for the same

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period in 2007, while our completion factor was 98.4 and 96.1 in 2008 and 2007, respectively. Our improvement in on-time performance is due to operational and other improvements implemented following the February 2007 storm.

Three Months Ended March 31, 2008 and 2007

We reported a net loss of $8 million for the three months ended March 31, 2008, compared to a net loss of $22 million for the three months ended March 31, 2007. Diluted loss per share was $0.04 for the first quarter of 2008 and $0.12 for 2007. Our operating income for the three months ended March 31, 2008 was $17 million compared to an operating loss of $13 million for the same period last year, and our pre-tax margin increased 5.8 points from 2007.

Our first quarter 2008 and 2007 tax rates differ from the statutory rate due to the non-deductibility of certain items for tax purposes and the relationship of these items to our operating results for the quarter. The impact of these non-deductible items on our full-year operating results could result in our full year 2008 effective tax rate differing from that of our first quarter rate.

Operating Revenues. Operating revenues increased 34%, or $208 million, over the same period in 2007 primarily due to a 33%, or $184 million, increase in passenger revenues. The increase in passenger revenues was largely attributable to a 20% increase in yield and a 14% increase in capacity over the first quarter of 2007.

Other revenue increased 53%, or $24 million, primarily due to higher change fee and excess baggage revenue resulting from more passengers and increased change fee rates. Other revenue also increased due to additional LiveTV third party revenues, marketing component of TrueBlue point sales, rental income, and inflight sales.

Operating Expenses. Operating expenses increased 29%, or $178 million, over the same period in 2007, primarily due to increased capacity and fuel cost. Operating capacity increased 14% to 8.40 billion available seat miles due to 15 additional aircraft in service during 2008. Operating expenses per available seat mile increased 13% to 9.51 cents for the three months ended March 31, 2008, due primarily to the increase in fuel price. Excluding fuel, our cost per available seat mile for the three months ended March 31, 2008 was unchanged from the same period in 2007. In detail, operating costs per available seat mile were as follows (percent changes are based on unrounded numbers):


	Three Months Ended March 31,				Percent Change
	2008		2007		Percent Change
	(in cents)
Operating expenses:
Aircraft fuel		3.67		2.59		42.0	%
Salaries, wages and benefits		2.12		2.21		(4.7	)%
Landing fees and other rents		.61		.61		—	%
Depreciation and amortization		.53		.57		(7.1	)%
Aircraft rent		.38		.41		(5.3	)%
Sales and marketing		.47		.40		17.1	%
Maintenance materials and repairs		.39		.35		12.7	%
Other operating expenses		1.34		1.29		3.4	%
Total operating expenses		9.51		8.43		12.8	%

Aircraft fuel expense increased 62%, or $118 million, due to a 41% increase in average fuel cost per gallon, or $89 million after the impact of fuel hedging, and 16 million more gallons of aircraft fuel consumed, resulting in $29 million of additional fuel expense. Aircraft fuel prices remain at record high levels, with our average fuel cost per gallon at $2.65 for the first quarter of 2008 compared to $1.88 for the first quarter of 2007. Cost per available seat mile increased 42% primarily due to the increase in fuel price.

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Salaries, wages and benefits increased 9%, or $14 million, due primarily to an 8% increase in average full-time equivalent employees. Cost per available seat mile decreased 5% as a result of higher overtime pay during the storms in the first quarter of 2007.

Landing fees and other rents increased 14%, or $6 million, due to a 12% increase in departures over 2007. Cost per available seat mile remained the same compared to 2007.

Depreciation and amortization increased 6%, or $3 million, primarily due to having an average of 9 more owned and capital-leased aircraft in 2008. Cost per available seat mile was 7% lower as a result of fleet modification work performed in 2007.

Aircraft rent increased 8%, or $2 million, due to six more aircraft leases in 2008 compared to the same period last year. Cost per available seat mile decreased 5% due to a lower percentage of our fleet being leased.

Sales and marketing expense increased 33%, or $10 million, due to higher credit card fees resulting from increased passenger revenues and commissions related to our participation in Global Distribution Systems, or GDSs, in 2008. The majority of our sales are booked through a combination of our website and our own reservation agents (77% and 11% in the first quarter of 2008, respectively). On a cost per available seat mile basis, sales and marketing expense increased 17% primarily due to GDS commissions.

Maintenance, materials, and repairs increased 28%, or $7 million, due to an average of 15 additional operating aircraft in 2008, compared to the same period in 2007. Cost per available seat mile increased 13% primarily due to the gradual aging of our fleet which results in additional repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 18%, or $18 million, primarily due to higher variable costs associated with a 12% increase in capacity and 8% increase in passengers served, as well as payroll taxes related to increased employees. Cost per available seat mile increased 3% primarily due to additional LiveTV third party customer installations and taxes associated with the increase in fuel price, partially offset by the 2007 interrupted trip expenses related to the ice storms.

Other Income (Expense). Interest expense increased 7%, or $4 million, primarily due to the debt and capital lease financing of 11 additional aircraft, which resulted in $5 million of additional interest expense, partially offset by savings from the retirement of debt associated with sold aircraft and the impact of lower interest rates. Interest expense also included an increased accretion in interest of $5 million related to our construction obligation for our new terminal at John F. Kennedy International Airport, or JFK, which was capitalized and contributed to the $5 million increase in capitalized interest.

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The following table sets forth our operating statistics for the three months ended March 31, 2008 and 2007:


	Three Months Ended March 31,								Percent Change
	2008				2007				Percent Change
Operating Statistics:
Revenue passengers (thousands)			5,518				5,091			8.4
Revenue passenger miles (millions)			6,563				5,942			10.4
Available seat miles (ASMs) (millions)			8,395				7,370			13.9
Load factor			78.2	%			80.6	%		(2.4	) pts.
Breakeven load factor⁽¹⁾			82.2	%			88.1	%		(5.9	) pts.
Aircraft utilization (hours per day)			12.9				12.7			2.8
Average fare		$	135.64			$	110.79			22.4
Yield per passenger mile (cents)			11.40				9.49			20.2
Passenger revenue per ASM (cents)			8.92				7.65			16.5
Operating revenue per ASM (cents)			9.72				8.25			17.8
Operating expense per ASM (cents)			9.51				8.43			12.8
Operating expense per ASM, excluding fuel (cents)			5.84				5.85			(0.2	)
Airline operating expense per ASM (cents)⁽¹⁾			9.37				8.36			12.1
Departures			52,265				46,574			12.2
Average stage length (miles)			1,131				1,086			4.2
Average number of operating aircraft during period			136.3				121.5			12.2
Average fuel cost per gallon		$	2.65			$	1.88			40.5
Fuel gallons consumed (millions)			117				101			15.1
Percent of sales through jetblue.com during period			76.7	%			76.4	%		0.3	pts.
Full-time equivalent employees at period end⁽¹⁾			10,165				9,260			9.8

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

Liquidity and Capital Resources

At March 31, 2008, we had cash and cash equivalents of $713 million compared to cash and cash equivalents of $190 million at December 31, 2007. Cash flows from operating activities were $49 million for the three months ended March 31, 2008 compared to $147 million for the three months ended March 31, 2007. The decrease in operating cash flows was primarily the result of a 41% increase in the price of fuel from the first quarter of 2007. We rely primarily on operating cash flows to provide working capital. We presently have no lines of credit other than two short-term borrowing facilities for certain aircraft predelivery deposits. At March 31, 2008, we had $23 million in borrowings outstanding under these facilities.

Investing Activities. During the three months ended March 31, 2008, capital expenditures related to our purchase of flight equipment included expenditures of $181 million for six aircraft and one spare engine, $30 million for flight equipment deposits and $3 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $16 million. Net cash provided by the purchase and sale of available-for-sale securities was $316 million. Investing activities also includes $15 million in deposits received related to our scheduled aircraft sales.

During the three months ended March 31, 2007, capital expenditures related to our purchase of flight equipment included expenditures of $203 million for six aircraft and one spare engine, $32 million for flight equipment deposits and $2 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $7 million. Net cash used in the purchase and sale of available-for-sale securities was $8 million.

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Financing Activities. Financing activities for the three months ended March 31, 2008 consisted of (1) the issuance of approximately 42.6 million shares of common stock, representing approximately 19% of our total outstanding shares of common stock, to Deutsche Lufthansa AG for approximately $301 million, net of transaction costs, (2) the sale-leaseback over 18 years of one EMBRAER 190 aircraft for $26 million by a U.S. leasing institution, (3) our issuance of $102 million in 12-year fixed equipment notes to European banks secured by three Airbus A320 aircraft, (4) our issuance of $45 million in 12-year floating rate equipments notes to European banks secured by two EMBRAER 190 aircraft, (5) scheduled maturities of $97 million of debt and capital lease obligations, and (6) reimbursement of construct ion costs incurred for our new terminal at JFK of $41 million.

We currently have an automatic shelf registration statement on file with the SEC relating to our sale, from time to time, of one or more public offerings of debt securities, pass-through certificates, common stock, preferred stock and/or other securities. The net proceeds of any securities we sell under this registration statement may be used to fund working capital and capital expenditures, including the purchase of aircraft and construction of facilities on or near airports. Through March 31, 2008, we had issued $124 million of pass-through certificates under this registration statement. On April 21, 2008, we filed a prospectus supplement under our automatic shell registration statement, reporting the shares issued to Deutsche Lufthansa AG in January. The registration of such shares was pursuant to our obligations under the registration rights agreement between us and Deutsche Lufthansa AG. We will not receive the proceeds of any share s sold by Deutsche Lufthansa AG.

Financing activities for the three months ended March 31, 2007, consisted of (1) the sale-leaseback over 18 years of two EMBRAER 190 aircraft for $52 million by a U.S. leasing institution, (2) our issuance of $140 million in 12-year fixed rate equipment notes to a European bank secured by four Airbus A320 aircraft, (3) scheduled maturities of $30 million of debt and capital lease obligations, and (4) reimbursement of construction costs incurred for our new terminal at JFK of $76 million.

Working Capital. We had working capital deficit of $203 million at March 31, 2008, compared to a working capital deficit of $140 million at December 31, 2007. A working capital deficit is customary for airlines since air traffic liability is classified as a current liability. Included in our working capital deficit is $175 million of indebtedness related to our 3½% convertible notes due 2033, which is classified as a current liability because we expect holders of these notes to exercise their repurchase right on the first repurchase date of July 15, 2008. Also contributing to the increase in working capital deficit is the classification of all of our auction rate securities, or ARSs, as long-term assets at March 31, 2008.

At December 31, 2007, we had $611 million invested in ARSs, which were included in short-term investments. Beginning in February 2008, the auctions for all of the ARSs then held by us, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States government) were unsuccessful, resulting in our continuing to hold them beyond their typical auction reset dates. As a result of the illiquidity in the market following the auction failures, we have recorded a temporary impairment charge of $11 million through other comprehensive income related to the ARSs we hold, bringing the carrying value at March 31, 2008 to $313 million. Since we are unable to predict when liquidity will return to the ARS market, or whether issuers will call their securities, we classified all of our ARSs as non-current investments to match the contractual maturities of the underly ing securities and the assumptions used to estimate their fair values at March 31, 2008. We do not presently believe there is a risk of default for our ARSs due to the nature and guarantees of the underlying collateral; however, we will continue to evaluate the market factors in subsequent periods. If future evaluations of our ARS securities indicate that an impairment is other than temporary, in addition to adjusting the carrying value of the securities, we would also record an impairment charge through our statement of operations, which could be significant.

We expect to meet our obligations as they become due through available cash, investment securities and internally generated funds, supplemented as necessary by debt and/or equity financings and proceeds from sale-leaseback transactions. We expect to generate positive working capital through

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our operations, and the planned sale of nine Airbus A320 aircraft later in the year. Assuming that we utilize the predelivery short-term borrowing facilities available to us, we believe that our working capital will be sufficient to meet our cash requirements for at least the next 12 months. However, we cannot predict what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as continued record high fuel prices, weather-related disruptions, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism.

JetBlue utilizes several credit card companies to process ticket sales. Our credit card processing agreements provide for reserves to be deposited with the processor in certain circumstances. If we were required to deposit reserves with any of our primary processors, the negative impact to our liquidity could be significant.

Contractual Obligations

Our noncancelable contractual obligations at March 31, 2008 include the following (in millions):


	Payments due in
	Total			2008			2009			2010			2011			2012			Thereafter
Long-term debt and capital lease obligations⁽¹⁾		$	4,423		$	478		$	321		$	315		$	310		$	334		$	2,665
Lease commitments			2,166			184			219			196			181			162			1,224
Flight equipment obligations			5,065			455			750			700			735			875			1,550
Short-term borrowings			23			23			—			—			—			—			—
Financing obligations and other⁽²⁾			4,228			107			142			146			165			214			3,454
Total		$	15,905		$	1,247		$	1,432		$	1,357		$	1,391		$	1,585		$	8,893

(1)	Includes actual interest and estimated interest for floating-rate debt based on March 31, 2008 rates.

(2)	Amounts include noncancelable commitments for the purchase of goods and services.

There have been no material changes in the terms of our debt instruments from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources included in our 2007 Form 10-K. We are not subject to any financial covenants in any of our debt obligations. We have $27 million of restricted cash pledged under standby letters of credit related to certain of our leases.

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As of March 31, 2008, we operated a fleet of 105 Airbus A320 aircraft and 34 EMBRAER 190 aircraft, of which 80 were owned, 55 were leased under operating leases and four were leased under capital leases. We had also purchased one A320 aircraft which was not yet in service as of March 31, 2008. The average age of our fleet was 3.2 years at March 31, 2008. As of March 31, 2008, we had on order 67 Airbus A320 aircraft and 71 EMBRAER 190 aircraft with options to acquire 32 additional Airbus A320 aircraft and 91 additional EMBRAER 190 aircraft as follows:


	Firm						Option
Year	Airbus A320		EMBRAER 190		Total		Airbus A320		EMBRAER 190		Total
Remainder of 2008		9		3		12		—		—		—
2009		12		9		21		—		4		4
2010		10		8		18		—		9		9
2011		10		8		18		6		11		17
2012		13		10		23		8		12		20
2013		13		12		25		10		14		24
2014		—		12		12		4		21		25
2015		—		9		9		4		20		24
		67		71		138		32		91		123

Committed expenditures for our 138 firm aircraft and 23 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt and lease financing has been arranged for all of our remaining aircraft deliveries scheduled for 2008. Although we believe that debt and/or lease financing should be available for our remaining aircraft deliveries, we cannot assure you that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Capital expenditures for facility improvements, spare parts, and ground purchases are expected to be approximately $135 million for the remainder of 2008.

In November 2005, we executed a 30-year lease agreement with The Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at JFK with occupancy projected in late 2008, which for financial reporting purposes only, is being accounted for as a financing obligation because we do not believe we will qualify for sale-leaseback accounting due to our continuing involvement in the property following the construction period. JetBlue has committed to rental payments under the lease, including ground rents for the new terminal site, which began on lease execution and are included as part of lease commitments in the contractual obligations table above. Facility rents are anticipated to commence upon the date of our beneficial occupancy of the new terminal and are included as part of financing obligations and other in the table.

Off-Balance Sheet Arrangements

None of our operating lease obligations are reflected on our balance sheet. Although some of our aircraft lease arrangements are variable interest entities, as defined by FASB Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN 46, none of them require consolidation in our financial statements. The decision to finance these aircraft through operating leases rather than through debt was based on an analysis of the cash flows and tax consequences of each option and a consideration of our liquidity requirements. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.

We have determined that we hold a variable interest in, but are not the primary beneficiary of, certain pass-through trusts which are the purchasers of equipment notes issued by us to finance the acquisition of new aircraft and are held by such pass-through trusts. These pass-through trusts maintain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for the Series 2004-1 certificates and the spare parts certificates are Landesbank Hessen-Thüringen Girozentrale and Morgan Stanley Capital Services Inc. The liquidity providers for the Series 2004-2 certificates are Landesbank Baden-Württemberg and Citibank, N.A.

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We utilize a policy provider to provide credit support on the Class G-1 and Class G-2 certificates. The policy provider has unconditionally guaranteed the payment of interest on the certificates when due and the payment of principal on the certificates no later than 18 months after the final expected regular distribution date. The policy provider is MBIA Insurance Corporation (a subsidiary of MBIA, Inc.). Financial information for the parent company of the policy provider is available at the SEC’s website at http://www.sec.gov or at the SEC’s public reference room in Washington, D.C.

We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our balance sheet, which we believe will not have a significant impact on our results of operations, financial condition or cash flows. We have no other off-balance sheet arrangements.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included in our 2007 Form 10-K.

New Accounting Standards

In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB 14-a, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which applies to all convertible debt instruments that have a ‘‘net settlement feature’’; which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FSP APB 14-a requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer’s nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible deb t instrument entirely as debt. FSP APB 14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB 14-a may have on our consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards 161, Disclosures about Derivative Instruments and Hedging Activities, or SFAS 161, which requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements adequate information about how derivative and hedging activities effect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the impact adoption of SFAS 161 may have on our consolidated financial statements.

Other Information

Recent Awards. In February 2008, JetBlue was ranked top airline and seventh overall across all industries in Business Week magazine’s list of ‘‘Customer Service Champs’’. In March 2008, JetBlue was awarded the Investor Relations Magazine award for Best Crisis Communications.

New Executive Vice President, Systems and Technology. In March 2008, we named Joseph Eng as our new Executive Vice President, Systems and Technology. Prior to joining JetBlue, Mr. Eng was President and Chief Executive Officer of Spectrum Systems, a software company.

Forward-Looking Information. This report contains forward-looking statements relating to future events and our future performance, including, without limitation, statements regarding financial forecasts or projections, our expectations, beliefs, intentions or future strategies, that are signified by the words ‘‘expects’’, ‘‘anticipates’’, ‘‘intends’’, ‘‘believes’’, ‘‘plans’’, or similar language. Our actual results and the timing of certain events could differ materially from those expressed in the forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date of this report. It is routine for our internal projections and

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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. Although these expectations may change, we may not inform you if they do.

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, our extremely competitive industry; increases in fuel prices, maintenance costs and interest rates; our ability to profitably implement our growth strategy, including the ability to operate reliably the EMBRAER 190 aircraft and our new terminal at JFK; our significant fixed obligations; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; our reliance on automated systems and technology; our subjectivity to potential unionization; our reliance on a limited number of suppliers; changes in or additional government regulation; and changes in our industry due to other airlines’ financial condition and consolidations; and external geopolitical events and conditions.

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2007 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2007 Form 10-K, except as follows:

Aircraft Fuel. As of March 31, 2008, we had hedged approximately 32% of our expected remaining 2008 fuel requirements using crude and heating oil options and swaps. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the March 31, 2008, cost per gallon of fuel, including the effects of our fuel hedges. Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $148 million, compared to an estimated $88 million for 2007 measured as of March 31, 2007. See Note 9 to our unaudited condensed consolidated financial statements for additional information.

Fixed Rate Debt. On March 31, 2008, our $425 million aggregate principal amount of convertible debt had an estimated fair value of $362 million, based on quoted market prices.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2008. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March&nb sp;31, 2008.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of our controls performed during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of our business, we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. We believe that the ultimate outcome of these proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

The following is an update to Item 1A – Risk Factors contained in our 2007 Form 10-K. For additional risk factors that could cause actual results to differ materially from those anticipated, please refer to our 2007 Form 10-K.

Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions.

We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers. A majority of our revenues arise out of credit card transactions. Credit card processors have financial risk associated with tickets purchased for travel, which can occur several weeks after the purchase. Our credit card processing agreements contain provisions which may require a cash reserve with the processor under certain circumstances. Although we have not been asked to provide any reserves nor have been subject to any holdbacks, it is possible that our credit card processors could request these in the future. If circumstances were to occur that would require us to deposit a material reserve with one or more of our major processors, the negative impact on our liquidity could be significant, which could affect our business.

Item 6. Exhibits.

Exhibits: See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with this report.

SIGNATURE

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

EXHIBIT INDEX


Exhibit Number			Exhibit
	10	.1	Employment Agreement, dated February 11, 2008, between JetBlue Airways Corporation and David Barger.
	10	.2	Employment Agreement, dated February 11, 2008, between JetBlue Airways Corporation and Russell Chew.
	10	.3*	Amendment No. 31 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L. and JetBlue Airways Corporation, dated January 21, 2008.
	12	.1	Computation of Ratio of Earnings to Fixed Charges.
	31	.1	13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.
	31	.2	13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.
	32		Certification Pursuant to Section 1350, furnished herewith.

*	Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request filed with the SEC.

EX-10.1 2 file2.htm EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This AGREEMENT, dated as of February 11, 2008, by and between JetBlue Airways Corporation, a Delaware corporation (the ‘‘Company’’), and Dave Barger, an individual (the ‘‘Executive’’).

WHEREAS, the Company and the Executive entered into an employment agreement, dated as of October 14, 1998, and a First Amendment to Employment Agreement on July 21, 2004 (collectively, the ‘‘Existing Employment Agreement’’); and

WHEREAS, the Company and the Executive desire to continue the employment of the Executive as Chief Executive Officer and to supersede the Existing Employment Agreement with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. Employment and Duties.

(a) General. The Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the ‘‘Board’’). The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be assigned to the Executive from time to time by the Board. The Executive’s principal place of employment shall be the principal offices of the Company currently located in the New York City area; provided, however, that the Ex ecutive understands and agrees that he will be required to travel from time to time for business reasons.

(b) Exclusive Services. For so long as the Executive is employed by the Company, the Executive shall devote his full-working time to his duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to him by the Board and shall use his best efforts to promote and serve the best interests of the Company. The Executive may from time to time serve on civic or charitable boards or engage in charitable activities so long as such charitable service or charitable activities does not interfere with the faithful performance of his duties to the Company.

2. Term of Employment. The Executive’s employment under this Agreement shall commence on the execution date of this Agreement (the ‘‘Effective Date’’) and shall terminate on the earlier of (i) the 3^rd (third) anniversary of the Effective Date or (ii) the termination of the Executive’s employment under this Agreement. The period from the Effective Date until the termination of the Executive’s employment under this Agreement is referred to as the ‘‘ Term’’.

3. Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a) Base Salary. Effective January 1, 2008, the Company shall pay to the Executive an annual salary (the ‘‘Base Salary’’) at the rate of $500,000.00 (Five Hundred Thousand Dollars and Zero Cents) payable in substantially equal installments at such intervals as may be determined by the Company in accordance with its ordinary payroll practices as established from time to time. The Base Salary shall be reviewed by the Compensation Committee of the Board (the ‘‘Compensation Committee’’) in good faith, based upon the Executive’s performance, not less often than annually, and such Base Salary may be increased (but not decreased) upon such review during the remainder of the Term, subject to the approval of the Board.

(b) Bonus. For each fiscal year during the Term, the Executive shall be eligible to receive an annual incentive bonus (the ‘‘Bonus’’) as provided by the Company to its senior executives in accordance with the terms then in place, which, at the time of the execution of this Agreement, is a target of 50% and a maximum of 100% of the Executive’s Base Salary; provided, however, that

the actual amount of the Bonus shall be determined by the Compensation Committee in its sole and absolute discretion. The Bonus shall be paid at the same time bonuses are paid to other senior executives, but in no event later than March 15^thof the year following the fiscal year to which the Bonus relates. Except as otherwise set forth in this Agreement, the Executive must remain continuously employed by the Company through the date on which the Bonus is paid to be eligible to receive such Bonus.

(c) Restricted Stock Unit Award. At the first regularly scheduled Compensation Committee meeting in 2008, the Executive shall be eligible to receive an award of a number of restricted stock units (‘‘Restricted Stock Units’’) determined by dividing the amount of the award set by the Compensation Committee by the Fair Market Value of one (1) share of the Company’s common stock on the date of grant in accordance with the terms and conditions set forth in the JetBlue Airways Corporation 2002 Stock Incentive Plan and the corresponding Restricted Stock Unit Agreement by and between the Company and the Executive (the ‘‘ Restricted Stock Unit Agreement’’). The amount of the award shall be targeted at $250,000, with a minimum award of $0 and a maximum award of $500,000, depending on the Executive’s performance against targets as set and reviewed by the Compensation Committee. The Executive shall be eligible to receive annual future awards of Restricted Stock Units within the same range as determined by the Compensation Committee of the Board, subject to the approval of the Board. For purposes of this Agreement, ‘‘Fair Market Value’’ of a share of Company common stock on the date of grant will be set forth in the applicable plans.

(d) Savings and Retirement Plans. The Executive shall be entitled to participate in all savings and retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

(e) Welfare Benefit Plans. The Executive and/or his family shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

(f) Expenses. The Company shall reimburse the Executive for reasonable business-related expenses incurred by the Executive in the fulfillment of his duties hereunder in accordance with the applicable expense reimbursement policies and procedures of the Company as in effect from time to time.

(g) Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company for senior executives as in effect from time to time.

(h) Fringe Benefits. The Executive shall be entitled to such fringe benefits as may be available generally to other senior executives of the Company.

(i) Flight Benefits. During the Term, the Executive shall be entitled to travel privileges consistent with the terms and conditions of the applicable policies of the Company for senior executives as in effect from time to time.

4. Termination of Employment.

(a) Termination for Cause.

(i) If, prior to the expiration of the Term, the Company terminates the Executive’s employment for Cause, as defined in Section 4(a)(ii) hereof, or if the Executive resigns from his employment hereunder, the Executive shall only be entitled to payment of unpaid Base Salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (‘‘Other Accrued Compensation and Benefits’’). The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(ii) Termination for ‘‘Cause’’ shall mean termination of the Executive’s employment because of:

(A) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;

(B) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company;

(C) the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;

(D) the Executive’s engaging in any misconduct, negligence, act of dishonesty, violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its subsidiaries or affiliates;

(E) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;

(F) the Executive’s refusal to follow the directions of the Board; or

(G) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates.

(b) Termination without Cause.

(i) If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Restricted Period (as defined in Section 6 below), (y) to the extent the performance goals are achieved, pay the Executive a pro rata portion of his Bonus for the year in which the termination of employment occurs on the date such Bonus would have been payable to the Executive had he remained employed by the Company, and (z) pay the Executive the Other Accrued Compensation and Benefits. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination or resignation of employment.

(ii) If, following a termination of employment without Cause, the Executive breaches the provisions of Sections 5 through 9 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 4(b)(i), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.

(iii) The Executive shall not be required to mitigate damages or the amount of any payment or benefits provided for under this Agreement by seeking other employment or otherwise. No amounts paid to or earned by the Executive following his termination of employment with the Company shall reduce or be set off against any amounts payable to the Executive under this Agreement.

continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

(d) Section 409A. Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, the Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a ‘‘deferral of compensation’’ within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the following shall apply:

(i) No payments shall be made and no benefits shall be provided to the Executive during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of the Executive’s death or Disability.

(ii) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, the Executive’s death or Disability, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(d)(i), and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one (1) year.

For purposes of this Agreement, ‘‘Separation from Service Date’’ shall mean the date of the Executive’s ‘‘separation from service’’ within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. ‘‘Specified Employee’’ shall mean a ‘‘specified employee’’ within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

(e) Notice of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written ‘‘Notice of Termination’’ to the other party hereto given in accordance with Section 24 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of termination, w hich date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company or any of its subsidiaries or affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.

5. Confidentiality.

(a) Confidential Information.

(i) The Executive agrees that he will not at any time, except with the prior written consent of the Company or any of its subsidiaries or affiliates (collectively, the ‘‘Company

Group’’) or, to the extent permitted pursuant to subsection 5(a)(ii), as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (‘‘Confidential Information’’) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning past, present or prospective customers, marketing data, trade secrets, ideas, techniques, business, product, or development plans, or other Confidential Information used by, or useful to, any member of the Company Group and known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice, as set forth in Section 24 of this Agreement, so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information.

(b) Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 5(b).

6. Noncompetition. The Executive agrees that, for a period commencing on the Effective Date and ending one (1) year after his termination of employment for any reason (the ‘‘Restricted Period’’), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any geographic area in which the Company Group has engaged, or in any geographic area in which the Executives knows at the time of his termination of employment the Company Group will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of the Company Group may be located). For purposes of this Section 6, carrying on a ‘‘Competing Business’’ means to engage in any enterprise which is engaged in any business competitive with that which the Company is at the time conducting or proposing to conduct during the Restricted Period; provided, however, that nothing herein shall limit the Executiv e’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

business relation of any member of the Company Group to cease doing business with any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any customer, client, supplier, licensee or other business relation of any member of the Company Group. As used herein, the term ‘‘indirectly’’ shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

8. Assignment of Developments.

(a) The Executive acknowledges that all developments, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation and writings and applications thereof, relating to the business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, ‘‘Developments’’) are works made for hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. The Executive hereby assigns to the Company all of his rights, titles and interest in and to all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for, and to acquire, maintain and enforce, all letters patent, trademark registrations or copyrights covering the Developmen ts in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present or planned business of the Company are the property of the Company, and will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.

(b) If a patent application or copyright registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or during the Restricted Period, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.

9. No Conflicting Agreement. The Executive represents and warrants to the Company that (a) the Executive has not taken, and/or will return or (with the consent of his former employer) destroy without retaining copies, all proprietary and confidential materials of his former employer; (b) the Executive has not used any confidential, proprietary or trade secret information in violation of any contractual or common law obligation to his former employer; (c) except as previously disclosed to the Company in writing, the Executive is not party to any agreement, whether written or oral, that would prevent or restrict him from engaging in activities competitive with the activities of his former employer, from directly or indirectly soliciting any employee, client or customer to leave the employ of, or transfer its business away from, his former employer or, if the Executive is subject to such an agreement or policy, he has complied with it; and (d) the Executive is not a party to any agreement, whether written or oral, that would be breached by or would prevent or interfere with the execution by the Executive of this Agreement or the fulfillment by the Executive of the Executive’s obligations hereunder.

10. Certain Remedies.

(a) Forfeiture/Payment Obligations. In the event the Executive fails to comply with Sections 6 through 7, the Executive agrees that he will forfeit any amounts not already paid, and repay to the Company any amounts already paid, unless otherwise required by law, pursuant to Section 4(b) of the Agreement. The Executive will pay the Company under this Section 10(a) within 10 days of a determination by a court or an arbitrator that the Executive failed to comply with Sections 6 through 7 of the Agreement. The obligations under this Section 10(a) are full recourse obligations.

(b) Injunctive Relief. Without intending to limit the remedies available to the Company Group, including, but not limited to, those set forth in Section 14 hereof, the Executive agrees that a breach of any of the covenants contained in Sections 6 and 7 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sectio ns 6 and 7 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

11. Defense of Claims. The Executive agrees that, during the Term, and for a period of five (5) years after termination of the Executive’s employment, upon request from the Company, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company in such claim or action. The Executive shall not receive any additional compensation for rendering assistance pursuant to this Section 11. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Exec utive’s obligations under this Section 11.

12. Nondisparagement. The Executive agrees that at no time during his employment by the Company or thereafter shall he make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of any member of the Company Group or any of its respective directors, officers or employees.

13. Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

14. Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in New York City, New York in accordance with the rules of the American Arbitration Association before one (1) arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two (2) individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association.

15. Nonassignability; Binding Agreement.

(a) By the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.

(b) By the Company. This Agreement and all of the Company’s rights and obligations hereunder shall not be assignable by the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company’s assets.

(c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company and the Executive’s heirs and the personal representatives of the Executive’s estate.

16. Taxes and Reimbursements. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract. Notwithstanding anything in this Agreement to the contrary, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a ‘‘deferral of compensation’’ within the meaning of Section 409A of the Code. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

17. Amendment; Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

19. Section 409A. This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent.

20. Survival of Certain Provisions. The rights and obligations set forth in Sections 5 through 12 and Section 14 shall survive any termination or expiration of this Agreement.

21. Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, including, but not limited to the Existing Employment Agreement which the Executive hereby expressly acknowledges and agrees is superseded by this Agreement and of which will no longer have such force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

22. Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

23. Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

24. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375
Attention: General Counsel

To the Executive:

To the address listed as Executive’s primary residence in the Company’s human resources records and to his place of employment with the Company.

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon confirmation of receipt by the sender of such transmission.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

EX-10.2 3 file3.htm EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

This AGREEMENT, dated as of February 11, 2008, by and between JetBlue Airways Corporation, a Delaware corporation (the ‘‘Company’’), and Russ Chew, an individual (the ‘‘Executive’’).

WHEREAS, the Executive began his employment with the Company on March 26, 2007 as Chief Operating Officer;

WHEREAS, the Executive was appointed to also serve as the President of the Company on September 12, 2007; and

WHEREAS, the Company and the Executive desire to continue the Executive’s employment on the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. Employment and Duties.

(a) General. The Executive shall serve as President and Chief Operating Officer of the Company, reporting to the Chief Executive Officer (the ‘‘CEO’’). The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be assigned to the Executive from time to time by the CEO. The Executive’s principal place of employment shall be the principal offices of the Company currently located in the New York City area; provided, however, that the Execut ive understands and agrees that he will be required to travel from time to time for business reasons.

(b) Exclusive Services. For so long as the Executive is employed by the Company, the Executive shall devote his full-working time to his duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to him by the CEO and shall use his best efforts to promote and serve the best interests of the Company. Further, the Executive shall not, directly or indirectly, render services to any other person or organization without the consent of the Company or otherwise engage in activities that would interfere significantly with his faithful performance of his duties.

2. Term of Employment. The Executive’s employment under this Agreement shall commence on the date this Agreement is signed (the ‘‘Effective Date’’) and shall terminate on the earlier of (i) the 4^th (fourth) anniversary of the Effective Date or (ii) the termination of the Executive’s employment under this Agreement. The period from the Effective Date until the termination of the Executive’s employment under this Agreement is referred to as the ‘‘Term’’.

(a) Base Salary. Effective January 1, 2008, the Company shall pay to the Executive an annual salary (the ‘‘Base Salary’’) at the rate of $400,000.00 (Four Hundred Thousand Dollars and Zero Cents) payable in substantially equal installments at such intervals as may be determined by the Company in accordance with its ordinary payroll practices as established from time to time. The Base Salary shall be reviewed by the Compensation Committee of the Board (the ‘‘Compensation Committee’’) in good faith, based upon the Executive’s performance, not less often than annually, and such Base Salary may be increased (but not decreased) upon such review during the remainder of the Term, subject to the approval of the Board.

(b) Housing Allowance. Effective January 1, 2008 and continuing through December 31, 2009, the Company agrees to provide the Executive with (i) a housing allowance in the amount of $12,000.00 (Twelve Thousand Dollars and No Cents) per month (the ‘‘Housing Allowance’’), to be paid monthly, in accordance with its ordinary payroll practices as established from time to time

and (ii) an additional payment (the ‘‘Gross-Up Payment’’) in an amount such that after payment by the Executive of all income taxes imposed upon the Housing Allowance, the Executive will retain an amount of the Gross-Up Payment equal to such income tax imposed upon the provision of the Housing Allowance.

(c) Bonus. For each fiscal year during the Term, the Executive shall be eligible to receive an annual incentive bonus (the ‘‘Bonus’’) as provided by the Company to its senior executives in accordance with the terms then in place, which, at the time of the execution of this Agreement, is a target of 50% and a maximum of 100% of the Executive’s Base Salary; provided, however, the Executive shall receive a minimum guaranteed bonus payment of 50% of the Executive’s Base Salary for 2008 and 2009. The actual amount of the Bonus shall be determined by the Compensation Committee in its sole and absolute discretion. The Bonus shall be paid at the same time bonuses are paid to other senior executives, but in no event later than March 15^thof the year following the fiscal year to which the Bonus relates. Except as otherwise set forth in this Agreement, the Executive must remain continuously employed by the Company through the date on which the Bonus is paid to be eligible to receive such Bonus.

(d) Restricted Stock Unit Award. At the first regularly scheduled Compensation Committee meeting in 2008, the Executive shall be eligible to receive an award of a number of restricted stock units (‘‘Restricted Stock Units’’) determined by dividing the amount of the award set by the Compensation Committee by the Fair Market Value of one (1) share of the Company’s common stock on the date of grant in accordance with the terms and conditions set forth in the JetBlue Airways Corporation 2002 Stock Incentive Plan and the corresponding Restricted Stock Unit Agreement by and between the Company and the Executive (the ‘‘ Restricted Stock Unit Agreement’’). The amount of the award shall be targeted at $250,000, with a minimum award of $0 and a maximum award of $500,000, depending on the Executive’s performance against targets as set and reviewed by the Compensation Committee. The Executive shall be eligible to receive annual future awards of Restricted Stock Units within the same range as determined by the Compensation Committee of the Board, subject to the approval of the Board. For purposes of this Agreement, ‘‘Fair Market Value’’ of a share of Company common stock on the date of grant will be set forth in the applicable plans.

(e) Savings and Retirement Plans. The Executive shall be entitled to participate in all savings and retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

(f) Welfare Benefit Plans. The Executive and/or his family shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

(g) Expenses. The Company shall reimburse the Executive for reasonable business-related expenses incurred by the Executive in the fulfillment of his duties hereunder in accordance with the applicable expense reimbursement policies and procedures of the Company as in effect from time to time.

(h) Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company for senior executives as in effect from time to time.

(i) Fringe Benefits. The Executive shall be entitled to such fringe benefits as may be available generally to other senior executives of the Company.

(j) Flight Benefits. During the Term, the Executive shall be entitled to travel privileges consistent with the terms and conditions of the applicable policies of the Company for senior executives as in effect from time to time.

4. Termination of Employment.

(a) Termination for Cause.

(i) If, prior to the expiration of the Term, the Company terminates the Executive’s employment for Cause, as defined in Section 4(a)(ii) hereof, or if the Executive resigns from

his employment hereunder, the Executive shall only be entitled to payment of unpaid Base Salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (‘‘Other Accrued Compensation and Benefits’’). The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(ii) Termination for ‘‘Cause’’ shall mean termination of the Executive’s employment because of:

(A) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;

(B) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company;

(E) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;

(F) the Executive’s refusal to follow the directions of the Board; or

(G) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates.

(b) Termination without Cause.

(c) Termination Due to Death or Disability. The Executive’s employment with the Company shall terminate automatically on the Executive’s death. In the event of the Executive’s Disability, as defined below, the Company shall be entitled to terminate his employment. In the event of termination of the Executive’s employment by reason of Executive’s death or Disability, the Company shall pay to the Executive (or his estate, as applicable), the Executive’s Base Salary through and including the date of termination and the Other Accrued Compensation and Benefits. For purposes of this Agreement, ‘‘Disability’ ’ means that the Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.

5. Confidentiality.

(a) Confidential Information.

(i) The Executive agrees that he will not at any time, except with the prior written consent of the Company or any of its subsidiaries or affiliates (collectively, the ‘‘Company Group’’) or, to the extent permitted pursuant to subsection 5(a)(ii), as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (‘‘Confidential Information’’) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning past, present or prospective customers, marketing data, trade secrets, ideas, techniques, business, product, or development plans, or other Confidential Information used by, or useful to, any member of the Company Group and known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or di sks, videotapes, audiotapes, and oral communications.

securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

7. Non-Solicitation. The Executive agrees that, during the Restricted Period, the Executive shall not, directly or indirectly, (a) interfere with or attempt to interfere with the relationship between any person who is, or was during the then most recent twelve-month period, an employee, officer, representative or agent of the Company Group and any member of the Company Group, or solicit, induce or attempt to solicit or induce any of them to leave the employ of any member of the Company Group or violate the terms of their respective contracts, or any employment arrangements, with such entities; or (b) induce or attempt to induce any customer, client, supplier, licensee or other business relation of any member of the Company Group to cease doing business with any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any customer, client, supplier, licensee or other business relation of any member of the Company Group. As used herein, the term ‘‘indirectly’’ shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

8. Assignment of Developments.

(b) the Executive has not used any confidential, proprietary or trade secret information in violation of any contractual or common law obligation to his former employer; (c) except as previously disclosed to the Company in writing, the Executive is not party to any agreement, whether written or oral, that would prevent or restrict him from engaging in activities competitive with the activities of his former employer, from directly or indirectly soliciting any employee, client or customer to leave the employ of, or transfer its business away from, his former employer or, if the Executive is subject to such an agreement or policy, he has complied with it; and (d) the Executive is not a party to any agreement, whether written or oral, that would be breached by or would prevent or interfere with the execution by the Executive of this Agreement or the fulfillment by the Executive of the Executive’s obligations hereunder.

10. Certain Remedies.

15. Nonassignability; Binding Agreement.

(a) By the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.

20. Survival of Certain Provisions. The rights and obligations set forth in Sections 5 through 12 and Section 14 shall survive any termination or expiration of this Agreement.

21. Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

23. Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

24. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375
Attention: General Counsel

To the Executive:

To the address listed as Executive’s primary residence in the Company’s human resources records and to his place of employment with the Company.

EX-10.3 4 file4.htm AMENDMENT NO. 31 TO THE A320 PURCHASE AGREEMENT

Exhibit 10.3

Amendment No. 31

to the A320 Purchase Agreement
Dated as of April 20, 1999

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 31 (hereinafter referred to as the ”Amendment”) is entered into as of January 21, 2008 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 118-29 Queens Boulevard, Forest Hills, New York 11375 USA (hereinafter referred to as the “Buyer”).

WITNESSETH

WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200 aircraft (the “Aircraft”), including twenty-five option aircraft (the “Option Aircraft”), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004,

Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005, Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006, Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, and Amendment No. 30 dated as of March 20, 2007 is hereinafter called the “Agreement”;

WHEREAS the Buyer and the Seller wish to defer the delivery of a certain number of Aircraft;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.	DEFINITIONS

Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment.

2.	DELIVERY

2.1

The Buyer and the Seller agree to reschedule the delivery of three (3) firm Aircraft with CAC Id Nos. 159 923, 159 924, and 159 925 from calendar year 2010 to calendar year 2012 and to renumber the Aircraft chronologically.

2.2

The Buyer and the Seller agree to reschedule the delivery of five (5) firm Aircraft with CAC Id Nos. 159 926, 159 927, 159 928, 159 952 and 159 953 from calendar year 2010 to calendar year 2013 and to renumber the Aircraft chronologically.

2.3

The Buyer and the Seller agree to reschedule the delivery of eight (8) firm Aircraft with CAC Id Nos. 159 934, 159 960, 159 961, 159 962, 159 963, 159 964, 159 965 and 159 939 from calendar year 2011 to calendar year 2013 and to renumber the Aircraft chronologically.

2.4

The Buyer and the Seller agree to cancel four (4) Option Aircraft with CAC ID Nos. 180 957, 180 958, 180 960 and 180 964 with delivery positions in calendar year 2010 and all rights and obligations of the parties related to these four (4) Options are hereby extinguished, except as set forth in paragraph 3.2 below.

2.5

The Buyer and the Seller agree to reschedule the delivery of four (4) Option Aircraft with CAC Id Nos. 159 980, 159 981, 159 982 and 159 983 from calendar year 2012 to calendar year 2014.

2.6

The Buyer and the Seller agree to reschedule the delivery of four (4) Option Aircraft with CAC Id Nos. 180 973, 180 974, 180 975 and 180 976 from calendar year 2013 to calendar year 2015.

2.7

The Buyer and the Seller agree to cancel four (4) Option Aircraft with CAC Id Nos. 159 984, 159 985, 159 986, 159 987 from calendar year 2012 and to cancel four (4) Option Aircraft with CAC ID Nos. 180 977, 180 978, 180 979 and 180 980 from calendar year 2013 and all rights and obligations of the parties related to these eight (8) Options are hereby extinguished, except as set forth in paragraph 3.3 below. These eight (8) cancelled Option Aircraft are converted to Purchase Right Aircraft, as further described in paragraph 5 below.

2.8

As a result of the reschedulings and cancellations set forth in Paragraphs 2.4, 2.5, 2.6 and 2.7 above, the Buyer and the Seller agree to renumber the Option Aircraft chronologically.

2.9

As a result of the reschedule set forth in Paragraphs 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 above, the Buyer and the Seller agree that the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:

QUOTE

CACId No.	Rank No.	Aircraft	Delivery
41 199	No. 1	Pre-Amendment No. 16 Aircraft	[***]	2000
41 200	No. 2	Pre-Amendment No. 16 Aircraft	[***]	2000
41 203	No. 3	Pre-Amendment No. 16 Aircraft	[***]	2000
41 201	No. 4	Pre-Amendment No. 16 Aircraft	[***]	2000
41 202	No. 5	Pre-Amendment No. 16 Aircraft	[***]	2000
41 204	No. 6	Pre-Amendment No. 16 Aircraft	[***]	2000

41 205	No. 7	Pre-Amendment No. 16 Aircraft	[***]	2001
41 206	No. 8	Pre-Amendment No. 16 Aircraft	[***]	2001
41 210	No. 9	Pre-Amendment No. 16 Aircraft	[***]	2001
41 207	No. 10	Pre-Amendment No. 16 Aircraft	[***]	2001
41 208	No. 11	Pre-Amendment No. 16 Aircraft	[***]	2001
41 209	No. 12	Pre-Amendment No. 16 Aircraft	[***]	2001
41 228	No. 13	Pre-Amendment No. 16 Aircraft	[***]	2001

41 211	No. 14	Pre-Amendment No. 16 Aircraft	[***]	2002
41 212	No. 15	Pre-Amendment No. 16 Aircraft	[***]	2002

______________

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

CACId No.	Rank No.	Aircraft	Delivery
41 218	No. 16	Pre-Amendment No. 16 Aircraft	[***]	2002
41 224	No. 17	Pre-Amendment No. 16 Aircraft	[***]	2002
41 227	No. 18	Pre-Amendment No. 16 Aircraft	[***]	2002
41 225	No. 19	Pre-Amendment No. 16 Aircraft	[***]	2002
41 213	No. 20	Pre-Amendment No. 16 Aircraft	[***]	2002
41 214	No. 21	Pre-Amendment No. 16 Aircraft	[***]	2002
41 234	No. 22	Pre-Amendment No. 16 Aircraft	[***]	2002
41 215	No. 23	Pre-Amendment No. 16 Aircraft	[***]	2002
41 216	No. 24	Pre-Amendment No. 16 Aircraft	[***]	2002
41 217	No. 25	Pre-Amendment No. 16 Aircraft	[***]	2002
124 965	No. 26	Pre-Amendment No. 16 Aircraft	[***]	2002
41 235	No. 27	Pre-Amendment No. 16 Aircraft	[***]	2002
41 220	No. 28	Pre-Amendment No. 16 Aircraft	[***]	2002
41 219	No. 29	Pre-Amendment No. 16 Aircraft	[***]	2002

41 236	No. 30	Pre-Amendment No. 16 Aircraft	[***]	2003
104 399	No. 31	Pre-Amendment No. 16 Aircraft	[***]	2003
41 237	No. 32	Pre-Amendment No. 16 Aircraft	[***]	2003
124 966	No. 33	Pre-Amendment No. 16 Aircraft	[***]	2003
41 221	No. 34	Pre-Amendment No. 16 Aircraft	[***]	2003
41 238	No. 35	Pre-Amendment No. 16 Aircraft	[***]	2003
41 222	No. 36	Pre-Amendment No. 16 Aircraft	[***]	2003
104 400	No. 37	Pre-Amendment No. 16 Aircraft	[***]	2003
104 401	No. 38	Pre-Amendment No. 16 Aircraft	[***]	2003
41 223	No. 39	Pre-Amendment No. 16 Aircraft	[***]	2003
104 402	No. 40	Pre-Amendment No. 16 Aircraft	[***]	2003
104 443	No. 41	Pre-Amendment No. 16 Aircraft	[***]	2003
104 403	No. 42	Pre-Amendment No. 16 Aircraft	[***]	2003
124 964	No. 43	Pre-Amendment No. 16 Aircraft	[***]	2003
41 226	No. 44	Pre-Amendment No. 16 Aircraft	[***]	2003

111 579	No. 45	Pre-Amendment No. 16 Aircraft	[***]	2004
41 245	No. 46	Pre-Amendment No. 16 Aircraft	[***]	2004
41 246	No. 47	Pre-Amendment No. 16 Aircraft	[***]	2004
41 229	No. 48	Pre-Amendment No. 16 Aircraft	[***]	2004
41 247	No. 49	Pre-Amendment No. 16 Aircraft	[***]	2004
41 248	No. 50	Pre-Amendment No. 16 Aircraft	[***]	2004
104 404	No. 51	Pre-Amendment No. 16 Aircraft	[***]	2004
104 405	No. 52	Pre-Amendment No. 16 Aircraft	[***]	2004
41 230	No. 53	Pre-Amendment No. 16 Aircraft	[***]	2004
104 406	No. 54	Pre-Amendment No. 16 Aircraft	[***]	2004
124 967	No. 55	Amendment No. 16 Firm Aircraft	[***]	2004

______________

CACId No.	Rank No.	Aircraft	Delivery
104 415	No. 56	Pre-Amendment No. 16 Aircraft	[***]	2004
104 407	No. 57	Pre-Amendment No. 16 Aircraft	[***]	2004
104 408	No. 58	Pre-Amendment No. 16 Aircraft	[***]	2004
124 968	No. 59	Amendment No. 16 Firm Aircraft	[***]	2004

104 409	No. 60	Pre-Amendment No. 16 Aircraft	[***]	2005
41 232	No. 61	Pre-Amendment No. 16 Aircraft	[***]	2005
124 959	No. 62	Amendment No. 16 Firm Aircraft	[***]	2005
104 410	No. 63	Pre-Amendment No. 16 Aircraft	[***]	2005
104 411	No. 64	Pre-Amendment No. 16 Aircraft	[***]	2005
41 233	No. 65	Pre-Amendment No. 16 Aircraft	[***]	2005
104 412	No. 66	Pre-Amendment No. 16 Aircraft	[***]	2005
124 960	No. 67	Amendment No. 16 Firm Aircraft	[***]	2005
104 413	No. 68	Pre-Amendment No. 16 Aircraft	[***]	2005
104 418	No. 69	Pre-Amendment No. 16 Aircraft	[***]	2005
104 414	No. 70	Pre-Amendment No. 16 Aircraft	[***]	2005
124 961	No. 71	Amendment No. 16 Firm Aircraft	[***]	2005
104 416	No. 72	Pre-Amendment No. 16 Aircraft	[***]	2005
104 417	No. 73	Pre-Amendment No. 16 Aircraft	[***]	2005
124 962	No. 74	Amendment No. 16 Firm Aircraft	[***]	2005
124 963	No. 75	Amendment No. 16 Firm Aircraft	[***]	2005

159 936	No. 76	Amendment No. 20 Firm Aircraft	[***]	2006
104 419	No. 77	Pre-Amendment No. 16 Aircraft	[***]	2006
41 239	No. 78	Amendment No. 16 Firm Aircraft	[***]	2006
41 240	No. 79	Amendment No. 16 Firm Aircraft	[***]	2006
41 241	No. 80	Amendment No. 16 Firm Aircraft	[***]	2006
104 421	No. 81	Pre-Amendment No. 16 Aircraft	[***]	2006
41 242	No. 82	Amendment No. 16 Firm Aircraft	[***]	2006
41 243	No. 84	Amendment No. 16 Firm Aircraft	[***]	2006
104 422	No. 85	Pre-Amendment No. 16 Aircraft	[***]	2006
41 244	No. 86	Amendment No. 16 Firm Aircraft	[***]	2006
69 719	No. 87	Amendment No. 16 Firm Aircraft	[***]	2006
104 423	No. 88	Pre-Amendment No. 16 Aircraft	[***]	2006
69 720	No. 89	Amendment No. 16 Firm Aircraft	[***]	2006
104 420	No. 83	Pre-Amendment No. 16 Aircraft	[***]	2006
69 721	No. 90	Amendment No. 16 Firm Aircraft	[***]	2006
159 937	No. 91	Amendment No. 20 Firm Aircraft	[***]	2006

104 424	No. 92	Pre-Amendment No. 16 Aircraft	[***]	2007
104 425	No. 93	Pre-Amendment No. 16 Aircraft	[***]	2007
159 938	No. 94	Amendment No. 20 Firm Aircraft	[***]	2007

______________

CACId No.	Rank No.	Aircraft	Delivery
104 426	No. 95	Pre-Amendment No. 16 Aircraft	[***]	2007
104 427	No. 96	Pre-Amendment No. 16 Aircraft	[***]	2007
104 428	No. 97	Pre-Amendment No. 16 Aircraft	[***]	2007
69 722	No. 98	Amendment No. 16 Firm Aircraft	[***]	2007
69 724	No. 99	Amendment No. 16 Firm Aircraft	[***]	2007
96 459	No. 100	Amendment No. 16 Firm Aircraft	[***]	2007
104 439	No. 101	Amendment No. 16 Firm Aircraft	[***]	2007
104 441	No. 102	Amendment No. 16 Firm Aircraft	[***]	2007
41 231	No. 103	Amendment No. 16 Firm Aircraft	[***]	2007

159 896	No. 104	Amendment No. 16 Firm Aircraft	[***]	2008
159 897	No. 105	Amendment No. 16 Firm Aircraft	[***]	2008
159 898	No. 106	Amendment No. 16 Firm Aircraft	[***]	2008
159 899	No. 107	Amendment No. 16 Firm Aircraft	[***]	2008
159 900	No. 108	Amendment No. 16 Firm Aircraft	[***]	2008
159 901	No. 109	Amendment No. 16 Firm Aircraft	[***]	2008
159 902	No. 110	Amendment No. 16 Firm Aircraft	[***]	2008
159 903	No. 111	Amendment No. 16 Firm Aircraft	[***]	2008
159 904	No. 112	Amendment No. 16 Firm Aircraft	[***]	2008
159 905	No. 113	Amendment No. 16 Firm Aircraft	[***]	2008
159 906	No. 114	Amendment No. 16 Firm Aircraft	[***]	2008
159 907	No. 115	Amendment No. 16 Firm Aircraft	[***]	2008

159 913	No. 116	Amendment No. 16 Firm Aircraft	[***]	2009
159 914	No. 117	Amendment No. 16 Firm Aircraft	[***]	2009
159 915	No. 118	Amendment No. 16 Firm Aircraft	[***]	2009
159 916	No. 119	Amendment No. 16 Firm Aircraft	[***]	2009
159 940	No. 120	Amendment No. 20 Firm Aircraft	[***]	2009
159 941	No. 121	Amendment No. 20 Firm Aircraft	[***]	2009
159 944	No. 122	Amendment No. 20 Firm Aircraft	[***]	2009
159 945	No. 123	Amendment No. 20 Firm Aircraft	[***]	2009
159 946	No. 124	Amendment No. 20 Firm Aircraft	[***]	2009
159 947	No. 125	Amendment No. 20 Firm Aircraft	[***]	2009
159 948	No. 126	Amendment No. 20 Firm Aircraft	[***]	2009
159 949	No. 127	Amendment No. 20 Firm Aircraft	[***]	2009

159 919	No. 128	Amendment No. 16 Firm Aircraft	[***]	2010
159 920	No. 129	Amendment No. 16 Firm Aircraft	[***]	2010
159 921	No. 130	Amendment No. 16 Firm Aircraft	[***]	2010
159 922	No. 131	Amendment No. 16 Firm Aircraft	[***]	2010
159 954	No. 132	Amendment No. 20 Firm Aircraft	[***]	2010

______________

CACId No.	Rank No.	Aircraft	Delivery
159 955	No. 133	Amendment No. 20 Firm Aircraft	[***]	2010
159 956	No. 134	Amendment No. 20 Firm Aircraft	[***]	2010
159 957	No. 135	Amendment No. 20 Firm Aircraft	[***]	2010
159 958	No. 136	Amendment No. 20 Firm Aircraft	[***]	2010
159 959	No. 137	Amendment No. 20 Firm Aircraft	[***]	2010

159 929	No. 138	Amendment No. 16 Firm Aircraft	Year	2011
159 930	No. 139	Amendment No. 16 Firm Aircraft	Year	2011
159 931	No. 140	Amendment No. 16 Firm Aircraft	Year	2011
159 932	No. 141	Amendment No. 16 Firm Aircraft	Year	2011
159 933	No. 142	Amendment No. 16 Firm Aircraft	Year	2011
69 723	No. 143	Amendment No. 16 Firm Aircraft	Year	2011
69 725	No. 144	Amendment No. 16 Firm Aircraft	Year	2011
104 440	No. 145	Amendment No. 16 Firm Aircraft	Year	2011
104 442	No. 146	Amendment No. 16 Firm Aircraft	Year	2011
159 908	No. 147	Amendment No. 16 Firm Aircraft	Year	2011

159 909	No. 148	Amendment No. 16 Firm Aircraft	Year	2012
159 910	No. 149	Amendment No. 16 Firm Aircraft	Year	2012
159 911	No. 150	Amendment No. 16 Firm Aircraft	Year	2012
159 912	No. 151	Amendment No. 16 Firm Aircraft	Year	2012
159 917	No. 152	Amendment No. 16 Firm Aircraft	Year	2012
159 918	No. 153	Amendment No. 16 Firm Aircraft	Year	2012
159 942	No. 154	Amendment No. 20 Firm Aircraft	Year	2012
159 943	No. 155	Amendment No. 20 Firm Aircraft	Year	2012
159 950	No. 156	Amendment No. 20 Firm Aircraft	Year	2012
159 951	No. 157	Amendment No. 20 Firm Aircraft	Year	2012
159 923	No. 158	Amendment No. 16 Firm Aircraft	Year	2012
159 924	No. 159	Amendment No. 16 Firm Aircraft	Year	2012
159 925	No. 160	Amendment No. 16 Firm Aircraft	Year	2012

159 926	No. 161	Amendment No. 16 Firm Aircraft	Year	2013
159 927	No. 162	Amendment No. 16 Firm Aircraft	Year	2013
159 928	No. 163	Amendment No. 16 Firm Aircraft	Year	2013
159 952	No. 164	Amendment No. 20 Firm Aircraft	Year	2013
159 953	No. 165	Amendment No. 20 Firm Aircraft	Year	2013
159 934	No. 166	Amendment No. 16 Firm Aircraft	Year	2013
159 939	No. 167	Amendment No. 20 Firm Aircraft	Year	2013
159 960	No. 168	Amendment No. 20 Firm Aircraft	Year	2013
159 961	No. 169	Amendment No. 20 Firm Aircraft	Year	2013

______________

CACId No.	Rank No.	Aircraft	Delivery
159 962	No. 170	Amendment No. 20 Firm Aircraft	Year	2013
159 963	No. 171	Amendment No. 20 Firm Aircraft	Year	2013
159 964	No. 172	Amendment No. 20 Firm Aircraft	Year	2013
159 965	No. 173	Amendment No. 20 Firm Aircraft	Year	2013

CACId No.	Rank No.	Option Aircraft	Delivery
159 966	No. 174	Amendment No. 16 Option	[***]	2011
159 967	No. 175	Amendment No. 16 Option	[***]	2011
159 968	No. 176	Amendment No. 16 Option	[***]	2011
159 969	No. 177	Amendment No. 16 Option	[***]	2011
159 970	No. 178	Amendment No. 16 Option	[***]	2011
159 971	No. 179	Amendment No. 16 Option	[***]	2011

159 976	No. 180	Amendment No. 16 Option	[***]	2012
159 977	No. 181	Amendment No. 16 Option	[***]	2012
159 978	No. 182	Amendment No. 16 Option	[***]	2012
159 979	No. 183	Amendment No. 16 Option	[***]	2012
159 988	No. 184	Amendment No. 16 Option	[***]	2012
180 961	No. 185	Amendment No. 20 Option	[***]	2012
180 962	No. 186	Amendment No. 20 Option	[***]	2012
180 963	No. 187	Amendment No. 20 Option	[***]	2012

180 968	No. 188	Amendment No. 20 Option	[***]	2013
180 969	No. 189	Amendment No. 20 Option	[***]	2013
180 970	No. 190	Amendment No .20 Option	[***]	2013
180 971	No. 191	Amendment No. 20 Option	[***]	2013
180 972	No. 192	Amendment No. 20 Option	[***]	2013
180 981	No. 193	Amendment No. 20 Option	[***]	2013
180 982	No. 194	Amendment No. 20 Option	[***]	2013
180 965	No. 195	Amendment No. 20 Option	[***]	2013
180 966	No. 196	Amendment No. 20 Option	[***]	2013
180 967	No. 197	Amendment No. 20 Option	[***]	2013

159 980	No. 198	Amendment No. 16 Option	[***]	2014
159 981	No. 199	Amendment No. 16 Option	[***]	2014
159 982	No. 200	Amendment No. 16 Option	[***]	2014
159 983	No. 201	Amendment No. 16 Option	[***]	2014

180 973	No. 202	Amendment No. 20 Option	[***]	2015
180 974	No. 203	Amendment No. 20 Option	[***]	2015
180 975	No. 204	Amendment No. 20 Option	[***]	2015
180 976	No. 205	Amendment No. 20 Option	[***]	2015

______________

UNQUOTE

3.	PREDELIVERY PAYMENTS

3.1

With respect to the firm Aircraft and the Option Aircraft rescheduled pursuant to Paragraphs 2.1, 2.2, 2.3, 2.5 and 2.6 above, the Predelivery Payments paid in accordance with the previous delivery schedule for these Aircraft will be [***].

3.2

With respect to the Option Aircraft cancelled pursuant to Paragraph 2.4 above, the Predelivery Payments paid to the Seller by the Buyer as of the date hereof, in the amount of $[***] per Aircraft for an aggregate total of $[***] will be [***].

3.3

With respect to the Option Aircraft cancelled and converted to Purchase Right Aircraft pursuant to Paragraph 2.7 above, an amount of $[***] per Aircraft out of an amount of $[***] paid to the Seller by the Buyer as of the date hereof, for an aggregate total of $[***] will be [***]. The balance of $[***] per Aircraft, for an aggregate of $[***], will be [***] to each of the eight (8) Purchase Right Aircraft as defined in Paragraph 5 below.

4.	PRICE ESCALATION

For the Aircraft identified in Clause 9.1.1 as CAC Id Nos. 159 923, 159 924, 159 925, 159 934, 159 939, 159 960, 159 961, 159 962, 159 963, 159 964, and 159 965, the escalation provisions set forth in the Agreement shall [***].

______________

For the Aircraft identified in Clause 9.1.1 as CAC Id Nos. 159 926, 159 927, 159 928, 159 952 and 159 953, the escalation provisions set forth in the Agreement shall [***].

5.	PURCHASE RIGHT AIRCRAFT

5.1

In consideration of the Purchase Right Fee received from the Buyer pursuant to paragraph 5.3 below, the Seller hereby grants the Buyer the right to purchase up to eight (8) A320 aircraft, (the “Purchase Right”), [***]. The terms and conditions set out in the Agreement for the [***] will apply to aircraft purchased pursuant to a Purchase Right (each, a “Purchase Right Aircraft”). Purchase Right Aircraft will be scheduled for delivery before [***], 2016, [***].

5.2

Upon a written request made by the Buyer specifying any number of Purchase Right Aircraft equal to eight (8) or fewer that the Buyer wishes to purchase and the desired delivery dates, the last such request to be made not later than [***], 2012, the Seller will within [***] provide the Buyer with a proposal for scheduled delivery months therefor. Such scheduled delivery months will be held for a further [***] following the date of the Seller’s proposal. Delivery slots proposed to the Buyer will be [***]. The Buyer may place a firm order for each Purchase Right Aircraft to be delivered in such months by making within such latter [***] the first cash payment pursuant to the Predelivery Payment Schedule applicable to Option Aircraft in the Agreement [***]. Thereafter, the Purchase Right Aircraft will be considered firmly ordered Aircraft and all rights and obligations of the parties related thereto will be in full force and effect. Should the Seller not receive the Buyer’s first cash payment pursuant to the Predelivery Payment Schedule applicable to Option Aircraft in the Agreement [***] for such Purchase Right Aircraft within the timeframe indicated above or should the Buyer not send a written request to exercise the Purchase Right Aircraft by [***], 2012, then [***].

______________

5.3	Purchase Right Fee

The Seller acknowledges that it has received from the Buyer, a [***], payment in the aggregate total of US $[***] ($[***]) for each of the eight (8) Purchase Right Aircraft (the “Purchase Right Fee”).

6.	MISCELLANEOUS PROVISIONS

Nothing contained in this Amendment shall obligate the Seller to accept any firm order or conversion of aircraft types by means of an Option Aircraft or Purchase Right Aircraft exercise by the Buyer which would either (i) require the Seller to restart any closed assembly line or (ii) result in the Buyer being the sole customer for an aircraft type assembled on the relevant assembly line.

7.	EFFECT OF THE AMENDMENT

The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

This Amendment will become effective upon execution hereof.

8.	CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.

______________

9.	ASSIGNMENT

Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 9 will be void and of no force or effect.

10.

COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below.

		AIRBUS S.A.S.
		By:	/s/ Christophe Mourey
		Its:	Senior Vice President Contracts

JETBLUE AIRWAYS CORPORATION

By:	/s/ Mark D. Powers
Its:	Senior Vice President Treasurer

EX-12.1 5 file5.htm COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

Exhibit 12.1

JETBLUE AIRWAYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except ratios)


	Three Months Ended March 31,
	2008				2007
Earnings:
Loss before income taxes		$	(13	)		$	(45	)
Less: capitalized interest			(14	)			(8	)
Add:
Fixed charges			85				78
Amortization of capitalized interest			—				—
Adjusted earnings		$	58			$	25
Fixed charges:
Interest expense		$	55			$	51
Amortization of debt costs			1				1
Rent expense representative of interest			29				26
Total fixed charges		$	85			$	78
Ratio of earnings to fixed charges⁽¹⁾			—				—

(1)	Earnings were inadequate to cover fixed charges by $27 million and $53 million for the quarters ended March 31, 2008 and 2007, respectively.

EX-31.1 6 file6.htm CERTIFICATION OF THE CEO

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

I, David Barger, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 25, 2008	By:	/s/ DAVID BARGER
		Chief Executive Officer

EX-31.2 7 file7.htm CERTIFICATION OF CFO

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

I, Edward Barnes, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 25, 2008	By:	/s/ EDWARD BARNES
		Executive Vice President and Chief Financial Officer

EX-32 8 file8.htm SECTION 1350 CERTIFICATION

Exhibit 32

JetBlue Airways Corporation

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of JetBlue Airways Corporation on Form 10-Q for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission on April 25, 2008 (the ‘‘Report’’), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of JetBlue Airways Corporation.

GRAPHIC 9 ebox.gif begin 644 ebox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(1A(\0RVO= - -'G1J!CDQU+'FE!0`.S\_ ` end GRAPHIC 10 xbox.gif begin 644 xbox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(6A(\0RVNA 2F'K0N0@QS3+Z6TE GRAPHIC 11 spacer.gif begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

JETBLUE AIRWAYS CORPORATION

(Registrant)

Date: April 25, 2008

/s/ EDWARD BARNES

Executive Vice President and Chief Financial Officer (Principal Financial Officer)