JETBLUE AIRWAYS CORP (Form: 10-Q, Received: 10/25/2005 16:45:06)

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 September 30, 2005

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

(718) 709-3026
(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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No

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 September 30, 2005, there were 105,501,782 shares of the registrant's common stock, par value $0.01, outstanding.

JetBlue Airways Corporation
FORM 10-Q
INDEX


		Page #'s
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets — September 30, 2005 and December 31, 2004	2
	Consolidated Statements of Income — Three and Nine Months Ended September 30, 2005 and 2004	3
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2005 and 2004	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	22

PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements

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


	September 30, 2005			December 31, 2004
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	25,272		$	18,717
Investment securities		466,040			430,445
Receivables, less allowance		57,592			36,878
Prepaid expenses and other		42,488			27,647
Total current assets		591,392			513,687
PROPERTY AND EQUIPMENT
Flight equipment		2,403,890			1,835,267
Predelivery deposits for flight equipment		281,533			262,925
		2,685,423			2,098,192
Less accumulated depreciation		159,674			108,933
		2,525,749			1,989,259
Other property and equipment		343,131			182,132
Less accumulated depreciation		50,763			34,117
		292,368			148,015
Total property and equipment		2,818,117			2,137,274
OTHER ASSETS
Purchased technology, net		46,258			54,258
Other		110,174			91,451
Total other assets		156,432			145,709
TOTAL ASSETS	$	3,565,941		$	2,796,670
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	80,035		$	70,934
Air traffic liability		232,873			174,062
Accrued salaries, wages and benefits		62,688			56,092
Other accrued liabilities		28,832			37,528
Short-term borrowings		45,203			43,578
Current maturities of long-term debt		146,938			105,295
Total current liabilities		596,569			487,489
LONG-TERM DEBT		1,997,507			1,395,939

DEFERRED TAXES AND OTHER LIABILITIES		185,247			159,119
STOCKHOLDERS' EQUITY
Common stock, 105,501,782 and 104,236,599 shares issued and
outstanding in 2005 and 2004, respectively		1,055			1,042
Additional paid-in capital		594,309			581,056
Retained earnings		187,245			165,079
Unearned compensation		(4,355	)		(5,713	)
Accumulated other comprehensive income		8,364			12,659
Total stockholders' equity		786,618			754,123
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,565,941		$	2,796,670

See accompanying notes to condensed consolidated financial statements.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
OPERATING REVENUES
Passenger	$	431,529		$	311,462		$	1,199,653		$	900,253
Other		21,386			11,613			55,637			31,543
Total operating revenues		452,915			323,075			1,255,290			931,796

OPERATING EXPENSES
Salaries, wages and benefits		107,757			86,255			311,739			247,741
Aircraft fuel		138,026			68,499			335,953			175,174
Landing fees and other rents		27,184			24,813			80,106			68,437
Depreciation and amortization		29,511			19,808			80,506			53,429
Aircraft rent		18,265			17,553			54,154			52,548
Sales and marketing		21,996			14,657			61,744			46,423
Maintenance materials and repairs		19,812			11,518			46,931			32,406
Other operating expenses		76,518			57,499			205,030			155,516
Total operating expenses		439,069			300,602			1,176,163			831,674

OPERATING INCOME		13,846			22,473			79,127			100,122

OTHER INCOME (EXPENSE)
Interest expense		(28,361	)		(14,172	)		(74,386	)		(36,512	)
Capitalized interest		3,855			2,477			11,524			5,863
Interest income and other		6,963			2,520			15,061			6,000
Total other income (expense)		(17,543	)		(9,175	)		(47,801	)		(24,649	)

INCOME (LOSS) BEFORE INCOME TAXES		(3,697	)		13,298			31,326			75,473

Income tax expense (benefit)		(6,383	)		5,182			9,160			30,767

NET INCOME	$	2,686		$	8,116		$	22,166		$	44,706

EARNINGS PER COMMON SHARE:
Basic	$	0.03		$	0.08		$	0.21		$	0.43
Diluted	$	0.02		$	0.07		$	0.20		$	0.40

See accompanying notes to condensed consolidated financial statements.

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


	Nine Months Ended September 30,
	2005			2004

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	22,166		$	44,706
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		8,862			30,582
Depreciation		70,771			46,449
Amortization		11,051			7,598
Changes in certain operating assets and liabilities		39,504			22,596
Other, net		(5,906	)		4,401
Net cash provided by operating activities		146,448			156,332

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(654,539	)		(419,400	)
Predelivery deposits for flight equipment		(135,622	)		(133,954	)
Purchase of held-to-maturity investments		(5,000	)		(13,727	)
Proceeds from maturities of held-to-maturity investments		13,000			20,500
(Decrease) increase in available-for-sale securities		(49,550	)		29,465
Other, net		(6,253	)		(4,924	)
Net cash used in investing activities		(837,964	)		(522,040	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock		10,742			11,021
Issuance of long-term debt		717,665			332,055
Short-term borrowings		39,716			34,856
Aircraft sale and leaseback transactions		50,300			—
Repayment of long-term debt		(74,454	)		(54,758	)
Repayment of short-term borrowings		(38,091	)		(21,440	)
Other, net		(7,807	)		(11,020	)
Net cash provided by financing activities		698,071			290,714

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		6,555			(74,994	)
Cash and cash equivalents at beginning of period		18,717			102,795
Cash and cash equivalents at end of period	$	25,272		$	27,801

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005

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’’, ‘‘us’’ or the ‘‘Company’’, with all intercompany transactions and balances having been eliminated. Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These condensed consolidated financial statements and related notes should be read in conjunction with our 2004 audited financial statements included in our Current Report on Form 8-K filed on October 12, 2005.

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. 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.

Engine Maintenance and Repair: In July 2005, we commenced a ten-year engine services agreement with MTU Maintenance Hannover GmbH, or MTU, covering the scheduled and unscheduled repair of the engines on our Airbus A320 aircraft. This agreement requires monthly payments to MTU at rates based on the number of flight hours each engine was operated during each month, subject to annual escalations. MTU assumed the responsibility to repair and overhaul our engines as required during the term of the agreement. These payments are expensed as the related obligations are incurred.

Stock-Based Compensation: We account for stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , and related interpretations. The following table illustrates the effect on net income and earnings per common share if we had applied the fair value method to measure stock-based compensation, as required under the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation , as amended (in thousands, except per share amounts):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2005	2004	2005	2004
Net income, as reported	$2,686	$8,116	$22,166	$44,706
Add: Stock-based employee compensation expense included in reported net income, net of tax	423	263	888	756
Deduct: Stock-based employee compensation expense determined under the fair value method, net of tax
Crewmember stock purchase plan	(3,465)	(1,583)	(7,463)	(4,559)
Employee stock options	(6,248)	(3,361)	(12,581)	(9,082)
Pro forma net income (loss)	$(6,604)	$3,435	$3,010	$31,821
Earnings (loss) per common share:
Basic — as reported	$0.03	$0.08	$0.21	$0.43
Basic — pro forma	$(0.06)	$0.03	$0.03	$0.31
Diluted — as reported	$0.02	$0.07	$0.20	$0.40
Diluted — pro forma	$(0.06)	$0.03	$0.03	$0.29

In April 2005, the SEC deferred the required implementation date of SFAS No. 123(R), Share-Based Payment . As a result, we plan to adopt SFAS No. 123(R) effective January 1, 2006 rather than the initial implementation date of July 1, 2005. See Note 11 regarding the acceleration of our unvested stock options in October 2005.

Note 2 — Long-term Debt

On March 16, 2005, we completed a public offering of $250 million aggregate principal amount of 3¾% convertible unsecured debentures due 2035, raising net proceeds of approximately $243 million. The debentures bear interest at 3¾%, payable semi-annually on March 15 and September 15.

Holders may convert the debentures into shares of our common stock at a conversion rate of 38.9864 shares per $1,000 principal amount of debentures (representing a conversion price of approximately $25.65 per share), subject to adjustment, at any time before the close of business on the business day immediately preceding March 15, 2035. Upon conversion, we have the right to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of our common stock. At any time on or prior to the 26th trading day preceding the maturity date, we may irrevocably elect to satisfy our conversion obligation with respect to the principal amount of the debentures to be converted with a combination of cash and shares of our common stock.

At any time on or after March 20, 2010, we may redeem any of the debentures for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest. Holders may require us to repurchase the debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, if any, on March 15, 2010, 2015, 2020, 2025 and 2030, or at any time prior to their maturity upon the occurrence of a specified designated event.

The proceeds from our public offering in November 2004 of Series 2004-2 pass-through certificates are being held in escrow with a depositary. As aircraft are delivered, the proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft. The proceeds held in escrow are not assets of ours, nor are the certificates obligations of ours or guaranteed by us; therefore they are not included in our condensed consolidated financial statements. At September 30, 2005, $431.2 million in equipment notes issued by us in 2005 and secured by 13 aircraft are direct obligations of ours. At September 30, 2005, $67.0 million of proceeds from the sale of the certificates was held in escrow and not recorded as an asset or direct obligation of ours.

On September 29, 2005, we entered into a loan agreement, which allows us to borrow up to $49.4 million to finance the purchase of flight simulators and flight training devices. This agreement allows us the option of either floating interest rate advances or fixed interest rate advances. At September 30, 2005, we had $36.5 million in borrowings outstanding under this agreement. There are no new financial covenants associated with this agreement.

At September 30, 2005, the weighted average interest rate of all of our long-term debt was 5.3%, and maturities were $39.2 million for the remainder of 2005, $146.1 million in 2006, $151.6 million in 2007, $199.1 million in 2008, $115.7 million in 2009, $111.4 million in 2010 and $1.38 billion thereafter.

In September 2005, we renewed and increased our aircraft predelivery deposit funding facility to allow for borrowings up to $58.2 million through December 2008 for our firm Airbus A320 deliveries. At September 30, 2005, we had $45.2 million in borrowings outstanding under this facility, which had a weighted average interest rate of 5.5%.

Note 3 — Income Taxes

Based upon our latest 2005 forecast, our full year effective tax rate is estimated to be 29.2%. This rate differs from the federal statutory rate of 35% primarily due to non-deductible expenses, offset somewhat by state tax credits. The income tax benefit for the three months ended September 30, 2005 reflects the reversal of income taxes recorded at the higher effective rate of 44.5% used during the first half of 2005.

Note 4 — Comprehensive Income (Loss)

Comprehensive income (loss) includes changes in the fair value and reclassifications into earnings of amounts previously deferred related to our crude oil financial derivative instruments, which qualify for hedge accounting in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . Comprehensive loss was $1.7 million for the three months ended September 30, 2005 and comprehensive income was $17.5 million for the three months ended September 30, 2004. For the nine months ended September 30, 2005 and 2004, comprehensive income was $17.9 million and $61.0 million, respectively.

Note 5 — Earnings Per Share

The following table shows how we computed basic and diluted earnings per common share (in thousands, except share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Numerator:
Net income applicable to common stockholders for basic and diluted earnings per share	$	2,686	$	8,116	$	22,166	$	44,706
Denominator:
Weighted-average shares outstanding for basic earnings per share		105,360,728		103,489,672		104,875,327		102,914,105
Effect of dilutive securities:
Employee stock options		5,435,459		7,296,432		5,664,326		7,890,791
Unvested common stock		29,994		30,863		30,853		28,511
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share		110,826,181		110,816,967		110,570,506		110,833,407

For the three and nine months ended September 30, 2005, 13.9 million shares and 11.2 million shares, respectively, issuable upon conversion of our convertible debt were excluded from the diluted earnings per share computation. For the three and nine months ended September 30, 2004, 4.1 million shares were excluded. These shares were excluded from the diluted earnings per share calculation since their assumed conversion would be anti-dilutive and result in an increase in diluted earnings per share.

For the three and nine months ended September 30, 2005, 8.7 million shares and 8.2 million shares, respectively, issuable upon exercise of outstanding stock options were excluded from the diluted earnings per share computation. For the three and nine months ended September 30, 2004, 3.4 million and 2.8 million shares, respectively, were excluded. These shares were excluded from the diluted earnings per share calculation since their exercise price was greater than the average market price of our common stock and thus anti-dilutive.

Note 6 — Employee Retirement Plan

We sponsor a retirement profit sharing and 401(k) defined contribution plan, or the Plan. Our contributions expensed for the Plan for the three months ended September 30, 2005 and 2004 were $1.4 million and $3.9 million, respectively, and contributions expensed for the Plan for the nine months ended September 30, 2005 and 2004 were $11.3 million and $17.6 million, respectively.

Note 7 — Commitments

At September 30, 2005, our firm aircraft orders consisted of 101 Airbus A320 aircraft, 99 EMBRAER 190 aircraft and 34 spare engines scheduled for delivery through 2012. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for

contractual price escalations and predelivery deposits, will be approximately $290 million for the remainder of 2005, $1.11 billion in 2006, $1.19 billion in 2007, $1.23 billion in 2008, $1.26 billion in 2009, and $1.76 billion thereafter.

For the nine months ended September 30, 2005, we entered into sale and leaseback transactions for two EMBRAER 190 aircraft as well as leases for certain other facilities and equipment. Future minimum lease payments associated with these operating leases totaled $80.4 million at September 30, 2005. These amounts are in addition to the minimum lease payments described in Note 3 to our 2004 audited financial statements included in our Current Report on Form 8-K, filed on October 12, 2005.

Note 8 — Contingencies

Beginning in September 2003, several lawsuits were commenced against us alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well as violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. The lawsuits filed to date against us have been dismissed, although one of these actions is currently on appeal. Given the procedural disposition of this matter, we do not believe these claims will have a material adverse impact on our financial position, results of operations or cash flows.

Note 9 — Financial Instruments and Risk Management

As of September 30, 2005, the fair value of our $425.0 million aggregate principal amount of convertible debt, based on quoted market prices, was $389.7 million. The fair value of our other long-term debt, which approximated its carrying value, was estimated using discounted cash flow analysis based on our current incremental borrowing rates for instruments with similar terms. The carrying values of all other financial instruments approximated their fair values.

The Company is exposed to the effect of changes in the price and availability of aircraft fuel. To manage this risk, we periodically purchase crude oil option and swap contracts. The following is a summary of our derivative contracts (in thousands, except as otherwise indicated):


	2005			2004
At September 30:
Fair value of derivative instruments	$	14,789		$	37,199
Estimated hedged position during the next 12 months		10	%		25	%
Longest remaining term (months)		3			15
Hedged volume (barrels)		895			2,190


	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Hedge effectiveness gains recognized in fuel expense	$	13,715		$	10,567		$	31,177		$	23,991
Hedge ineffectiveness gains (losses) recognized in other income		2,134			—			2,134			(45	)
Percentage of actual consumption hedged		44	%		38	%		35	%		43	%

Note 10 — LiveTV

During the three and nine months ended September 30, 2005, LiveTV installed satellite television systems for other airlines on two and 33 aircraft, respectively, bringing total installations of these systems for other airlines to 88 aircraft. Deferred profit on hardware sales and advance deposits for future hardware sales included in non-current liabilities in the accompanying condensed balance sheets

was $23.9 million and $20.8 million at September 30, 2005 and December 31, 2004, respectively. Deferred profit to be recognized as income on installations completed through September 30, 2005 will be approximately $1.1 million for the remainder of 2005, $3.5 million for each of the next four years and $5.7 million thereafter.

Note 11 — Subsequent Events

On October 19, 2005, our Board of Directors approved the acceleration of the vesting of all unvested stock options awarded under our stock incentive plan, excluding those held by Section 16 officers and members of our Board. As a result of this action, options to purchase up to approximately 13 million shares of common stock may become exercisable effective December 9, 2005, representing approximately 65% of our total current outstanding options. All other terms and conditions applicable to such options, including the exercise prices, remain unchanged.

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

On October 19, 2005, our Board of Directors declared a three-for-two split of our common stock. Shares will be distributed on December 23, 2005 to stockholders of record at the close of business on December 12, 2005. The shares and per share data presented in the accompanying condensed consolidated financial statements and notes thereto have not been restated to give effect to this pending stock split.

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

Outlook

We expect our full-year operating capacity for 2005 to increase by approximately 24% to 26% over 2004. For 2006, full year operating capacity is expected to increase by approximately 31% to 33%. While the industry revenue environment remains extremely competitive, our passenger revenue per available seat mile is expected to continue to be higher in 2005 than it was in 2004. Fuel costs have risen sharply in 2005 and soared at the end of September following Hurricane Rita, resulting in our October aircraft fuel price at times exceeding $3.00 per gallon at certain locations. Because fuel prices have been extremely volatile and have started to decline, we have assumed a fuel cost per gallon of $2.00, net of hedging, for the fourth quarter of 2005. As a result, our operating margin is expected to be between 2% and 4% for 2005, with an anticipated operating and net loss for the fourth quarter and a net loss for the full year. Cost per available seat mile for the full year 2005 is expected to increase by 10% to 12% over 2004, which includes a one-time non-cash stock-based compensation charge in the fourth quarter of 2005 that is estimated to be up to $9.0 million due to the acceleration of our outstanding stock options.

Results of Operations

The U.S. domestic airline environment continues to be extremely challenging primarily due to record high aircraft fuel prices and sustained price competition. In September 2005, Northwest Airlines and Delta Air Lines each filed for bankruptcy. Prior to the emergence of U.S. Airways from bankruptcy shortly thereafter, airlines which generated 50% of the total 2004 domestic available seat miles were in bankruptcy during the quarter. We cannot predict what impact these events will have on the airline industry or on us, but bankruptcy does provide companies with the ability to restructure their debt and lower their labor and other operating costs, which could enable them to compete more aggressively.

Hurricanes Katrina and Rita disrupted a significant portion of the oil production and refining operations in and around the Gulf of Mexico, resulting in unprecedented high fuel prices. The competitive industry environment, new record high fuel prices and increased capacity on the routes we fly, including capacity that was added by us, have all affected our ability to increase fares. As a result, we have experienced a significant reduction in our profitability for both the three and nine months ended September 30, 2005 compared to the corresponding periods in 2004. In an effort to become profitable, other major airlines have shifted some of their domestic capacity to their international routes, where they are better able to include fuel surcharges in their fares. As our route structure is primarily domestic U.S., we have been unable to recover all of the increased cost of fuel in our ticket prices.

During the third quarter, our operations continued to be adversely impacted by weather on the East Coast and by airport congestion, particularly in Boston and New York, which resulted in numerous delays. These delays did not have a significant impact on our financial performance; however, they did impact our operational performance. On-time performance, defined by the U.S. Department of Transportation as arrivals within 14 minutes of schedule, was 72.2% in the third quarter of 2005 compared to 79.0% for the same period in 2004.

Three Months Ended September 30, 2005 and 2004

Our net income for the three months ended September 30, 2005 decreased to $2.7 million from net income of $8.1 million for the three months ended September 30, 2004. Diluted earnings per share was $0.02 for the third quarter of 2005 compared with $0.07 for the same period in 2004.

Our operating margin for the three months ended September 30, 2005 was 3.1%, down 3.9 points from 2004, and operating income was $13.8 million in 2005, down $8.7 million from the same period in 2004. Our annual effective income tax rate for 2005 decreased from 44.5% to 29.2% in the third quarter as a result of adjustments to our 2005 forecast due to the continued impact of high aircraft fuel prices. The income tax benefit for the quarter reflects the reversal of income taxes recorded at higher rates during the first half of the year.

Operating Revenues. Operating revenues increased 40.2%, or $129.8 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 22.8% increase in departures, or $95.6 million, and a 6.0% increase in yield, or $24.5 million, drove the increase in passenger revenues of $120.1 million for the three months ended September 30, 2005. During the quarter, we launched our new cobranded credit card in partnership with American Express enabling cardmembers to earn TrueBlue points that can be redeemed for award flights on JetBlue. We also launched JetBlue Getaways, which allows our customers to purchase travel packages including airfare, hotel and car rental.

Other revenue increased 84.1%, or $9.7 million, primarily due to increases in LiveTV third party revenues of $3.6 million, the marketing component of TrueBlue point sales of $2.0 million, increased change fees of $1.1 million resulting from more passengers and simulator rents of $0.8 million.

In June 2005, we entered into an agreement with American Express Travel Related Services Company, Inc. and American Express Bank, F.S.B., under which we began issuing a cobranded credit card to consumers in July 2005 that allows cardmembers to earn points in TrueBlue, our flight gratitude program. A portion of the revenue from the sale of points is deferred and recognized when transportation is provided. Amounts received in excess of the awards' fair value are recognized currently in other revenue.

Operating Expenses. Operating expenses increased 46.1%, or $138.5 million, due to an average of 17.4 additional aircraft in service in 2005 and a 57.9% increase in fuel cost per gallon. Operating capacity increased 28.2% to 6.33 billion available seat miles. Average stage length increased 4.4%. Operating expenses per available seat mile increased 13.8% to 6.93 cents for the three months ended September 30, 2005. Had fuel prices remained at the 2004 levels, our cost per available seat mile, or CASM, would have increased by 2.7% to 6.26 cents. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers):


	Three Months Ended September 30,				Percent Change
	2005		2004		Percent Change
	(in cents)
Operating expenses:
Salaries, wages and benefits		1.69		1.75		(2.5	)%
Aircraft fuel		2.18		1.39		57.2	%
Landing fees and other rents		.43		.51		(14.5	)%
Depreciation and amortization		.47		.40		16.2	%
Aircraft rent		.29		.35		(18.8	)%
Sales and marketing		.35		.30		17.1	%
Maintenance materials and repairs		.31		.23		34.2	%
Other operating expenses		1.21		1.16		3.8	%
Total operating expenses		6.93		6.09		13.8	%

Salaries, wages and benefits increased 24.9%, or $21.6 million, due to an increase in average full-time equivalent employees of 24.4% partially offset by a $3.1 million decrease in profit sharing in 2005 compared to 2004. Cost per available seat mile decreased 2.5% as a result of lower profit sharing.

Aircraft fuel expense increased 102%, or $69.5 million, due to 17.5 million more gallons of aircraft fuel consumed resulting in $18.8 million of additional fuel expense and, after the impact of fuel hedging, a 57.9% increase in average fuel cost per gallon, or $50.7 million. Aircraft fuel prices remain at historically high levels, with our average fuel cost per gallon at $1.70 for the third quarter of 2005 compared to $1.08 for the third quarter of 2004. Cost per available seat mile increased 57.2% primarily due to the increase in fuel prices.

Landing fees and other rents increased 9.6%, or $2.4 million, due to a 22.8% increase in departures over 2004 offset by lower landing fee rates and reduced simulator rent due to the purchase of flight simulators in 2005. Cost per available seat mile decreased 14.5%.

Depreciation and amortization increased 49.0%, or $9.7 million, due primarily to having 17.4 more average owned aircraft during the three months ended September 30, 2005 compared to the same period in 2004. Cost per available seat mile increased 16.2% due to a higher percentage of our aircraft fleet being owned and as a result of placing into service our new hangars in Orlando and at New York's John F. Kennedy International Airport, or JFK, and our new training center in Orlando, including our new simulators which will be partially offset by reduced rent expense.

Aircraft rent increased 4.1%, or $0.7 million. Cost per available seat mile decreased 18.8% due to a smaller percentage of our fleet being leased, as all Airbus A320 aircraft delivered in 2005 are owned.

Sales and marketing expense increased 50.1%, or $7.3 million, primarily due to $3.2 million in higher credit card fees resulting from increased passenger revenues and $3.9 million in increased advertising. On a cost per available seat mile basis, sales and marketing expense increased 17.1% primarily due to increases in advertising costs exceeding increases in capacity. We book our reservations through a combination of our website (77.7% in 2005) and our own reservation agents (22.3% in 2005).

Maintenance materials and repairs increased 72.0%, or $8.3 million, due to having 17.4 more average operating aircraft in 2005 compared to the same period in 2004. Cost per available seat mile increased 34.2% due to the completion of 18 airframe checks in 2005 compared to ten in 2004 and an increase in the average age of our fleet from 2.2 years to 2.6 years, partially offset by lower rates for airframe checks. Maintenance is expected to increase significantly as our fleet ages.

In July 2005, we commenced a ten-year engine services agreement with MTU Maintenance Hannover GmbH, or MTU, covering the scheduled and unscheduled repair of the engines on our Airbus A320 aircraft. This agreement requires monthly payments to MTU at rates based on number of flight hours each engine was operated during each month. MTU assumed the responsibility to repair and overhaul our engines as required during the term of the agreement. These payments are expensed as the related obligations are incurred. This agreement eliminates the significant judgment in determining estimated costs of overhauls and is expected to result in lower maintenance costs than on a time and materials basis.

Other operating expenses increased 33.1%, or $19.0 million, primarily due to higher variable costs associated with increased capacity and number of passengers served. Cost per available seat mile increased 3.8% as a result of an increase in LiveTV third-party installations and fuel related taxes and services.

Other Income (Expense). Interest expense increased 100%, or $14.2 million, due primarily to the debt financing of 18 additional Airbus A320 aircraft and interest on our 3¾% convertible debentures, which resulted in $7.3 million in additional interest expense and higher rates which resulted in $6.9 million in additional interest expense. Capitalized interest increased 55.7%, or $1.4 million, primarily due to higher predelivery deposit balances, higher construction in progress, and increased rates. Interest income and other increased 176%, or $4.5 million, primarily due to higher interest rates and fuel hedge gains of $2.1 million in 2005.

Nine Months Ended September 30, 2005 and 2004

Our net income for the nine months ended September 30, 2005 decreased to $22.2 million from $44.7 million for the nine months ended September 30, 2004. Diluted earnings per share was $0.20 for the nine months ended September 30, 2005 compared with $0.40 for the same period in 2004.

Our operating margin for the nine months ended September 30, 2005 was 6.3% compared to 10.7% in 2004 and operating income was $79.1 million in 2005 compared to $100.1 million for the same period in 2004. We decreased our annual effective income tax rate for 2005 to 29.2% in the third quarter as a result of significant adjustments to our 2005 forecast due to the continued impact of high aircraft fuel prices.

Operating Revenues. Operating revenues increased 34.7%, or $323.5 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 23.1% increase in departures, or

$277.0 million, and a 1.9% increase in yield, or $22.4 million, drove the increase in passenger revenues of $299.4 million for the nine months ended September 30, 2005.

Other revenues increased 76.4%, or $24.1 million, primarily due to increases in LiveTV third party revenues of $9.5 million, increased change fees of $4.2 million resulting from more passengers, $4.0 million resulting from the marketing component of TrueBlue point sales and simulator rents of $1.4 million.

Operating Expenses. Operating expenses increased 41.4%, or $344.5 million, due to an average of 16.2 additional aircraft in service in 2005 and a 52.7% increase in fuel cost per gallon. Operating capacity increased 25.6% to 17.35 billion available seat miles. Average stage length increased 2.0%. Operating expenses per available seat mile increased 12.6% to 6.78 cents for the nine months ended September 30, 2005. Had fuel prices remained at the 2004 levels, our CASM would have increased by 3.2% to 6.21 cents. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers):


	Nine Months Ended September 30,				Percent Change
	2005		2004		Percent Change
	(in cents)
Operating expenses:
Salaries, wages and benefits		1.80		1.79		0.2	%
Aircraft fuel		1.94		1.27		52.7	%
Landing fees and other rents		.46		.49		(6.8	)%
Depreciation and amortization		.46		.39		20.0	%
Aircraft rent		.31		.38		(17.9	)%
Sales and marketing		.36		.34		5.9	%
Maintenance materials and repairs		.27		.23		15.3	%
Other operating expenses		1.18		1.13		5.0	%
Total operating expenses		6.78		6.02		12.6	%

Salaries, wages and benefits increased 25.8%, or $64.0 million, due to an increase in average full-time equivalent employees of 25.9% in 2005 compared to 2004. Cost per available seat mile remained flat as a result of increased wages being offset by a $7.9 million lower provision for profit sharing.

Aircraft fuel expense increased 91.8%, or $160.8 million, due to 45.1 million more gallons of aircraft fuel consumed resulting in $44.8 million of additional fuel expense and, after the impact of fuel hedging, a 52.7% increase in average fuel cost per gallon, or $116.0 million. Aircraft fuel prices remain at historically high levels, with our average fuel price per gallon at $1.52 compared to $0.99 for the nine months ended September 30, 2004. Cost per available seat mile increased 52.7% primarily due to the increase in fuel prices.

Landing fees and other rents increased 17.0%, or $11.7 million, due to a 23.1% increase in departures over 2004 offset by lower landing fee rates and reduced simulator rent due to the purchase of flight simulators in 2005. Cost per available seat mile decreased 6.8%.

Depreciation and amortization increased 50.7%, or $27.1 million, due to having 16.2 more average owned aircraft during the nine months ended September 30, 2005 compared to the same period in 2004. Cost per available seat mile increased 20.0% primarily due to a higher percentage of our aircraft fleet being owned and as a result of placing into service our new hangars and training center.

Aircraft rent increased 3.1%, or $1.6 million. Cost per available seat mile decreased 17.9% due to a lower percentage of our aircraft fleet being leased and higher capacity.

Sales and marketing expense increased 33.0%, or $15.3 million, due to $8.7 million in higher credit card fees resulting from increased passenger revenues and $6.4 million more advertising. Cost per available seat mile increased 5.9%. We book all of our reservations through a combination of our website (77.2% in 2005) and our own reservation agents (22.8% in 2005).

Maintenance materials and repairs increased 44.8%, or $14.5 million, due to 16.2 more average operating aircraft in 2005 compared to the same period in 2004. Cost per available seat mile increased 15.3% due to the completion of 58 airframe checks in 2005 compared to 39 in 2004 and an increase in the average age of our fleet from 2.2 years to 2.6 years, partially offset by lower rates for airframe checks.

Other operating expenses increased 31.8%, or $49.5 million, due to higher variable costs associated with increased capacity and number of passengers served. Cost per available seat mile increased 5.0% primarily as a result of an increase in LiveTV third-party installations and fuel related taxes and services.

Other Income (Expense) . Interest expense increased 104%, or $37.9 million, due to the debt financing of 18 additional Airbus A320 aircraft and interest on our 3¾% convertible debentures, resulting in $21.5 million of additional interest expense and higher rates which resulted in $16.4 in additional interest expense. Capitalized interest increased 96.6%, or $5.7 million, due to higher predelivery deposit balances, higher construction in progress and increased rates. Interest income and other increased 151%, or $9.1 million, due to higher interest rates and $2.3 million of fuel hedge gains in 2005.

The following table sets forth our operating statistics for the three and nine months ended September 30, 2005 and 2004:


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


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

The following table reconciles our operating expenses and CASM reported in accordance with U.S. generally accepted accounting principles, or GAAP, for the three and nine months ended September 30, 2005 with those that we would have achieved had average fuel cost per gallon remained at 2004 levels. In management's view, comparative analysis of period-to-period operating results can be enhanced by excluding the significant volatility in the price of aircraft fuel, which is subject to many economic and political factors that are beyond our control. We believe that the presentation of these non-GAAP financial measures is useful to management and investors because it is more indicative of our ability to manage our costs and also assists in understanding the significant impact that fuel prices have had on our operations. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP.


	Three Months Ended September 30, 2005						Nine Months Ended September 30, 2005
	$			CASM			$			CASM
	(dollars in thousands; CASM in cents)
Operating expenses as reported	$	439,069			6.93		$	1,176,163			6.78
Less: Reported aircraft fuel		(138,026	)		(2.18	)		(335,953	)		(1.94	)
Add: Aircraft fuel at prior period cost per gallon		87,433			1.39			219,938			1.27
Profit sharing impact		7,589			0.12			17,402			0.10
Fuel neutral operating expenses	$	396,065			6.26		$	1,077,550			6.21

Liquidity and Capital Resources

At September 30, 2005, we had cash and cash equivalents of $25.3 million and investment securities of $466.0 million, compared to cash and cash equivalents of $18.7 million and investment securities of $430.4 million at December 31, 2004. Cash flows from operating activities were $146.4 million for the nine months ended September 30, 2005 compared to $156.3 million for the nine months ended September 30, 2004. The decrease in operating cash flows was primarily due to record high aircraft fuel prices offset in part by the growth of our business. We rely primarily on operating cash flows to provide working capital. We presently have no lines of credit other than a short-term borrowing facility for certain aircraft predelivery deposits. In September 2005, we renewed and increased this facility to $58.2 million and, at September 30, 2005, we had $45.2 million in borrowings outstanding under this facility.

Investing activities. During the nine months ended September 30, 2005, capital expenditures related to our purchase of flight equipment included expenditures of $474.9 million for 15 aircraft, $135.6 million for flight equipment deposits, $7.3 million for one spare engine, and $55.0 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $117.3 million. Net cash used in the purchase and sale of available-for-sale securities was $49.6 million.

During the nine months ended September 30, 2004, capital expenditures related to our purchase of flight equipment included expenditures of $351.7 million for ten Airbus A320 aircraft, $134.0 million for flight equipment deposits and $11.8 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $55.9 million. Net cash provided in the purchase and sale of available-for-sale securities was $29.5 million.

Financing activities. Financing activities for the nine months ended September 30, 2005 consisted of (1) the financing of 13 Airbus A320 aircraft with $431.2 million in floating rate equipment notes purchased with proceeds from our November 2004 public offering of Series 2004-2 pass-through certificates, (2) the sale and leaseback over 18 years of two EMBRAER 190 aircraft for $50.3 million by a U.S. leasing institution, (3) the issuance of $250 million of 3¾% convertible debentures, raising net proceeds of approximately $243 million, (4) the financing of flight training devices with $36.5 million in secured loan proceeds from a Canadian financial institution, and (5) scheduled maturities of $74.5 million of debt. The net proceeds from our convertible debt offering are being used to fund

working capital and capital expenditures, including capital expenditures related to the purchase of aircraft and construction of facilities on or near airports.

We currently have shelf registration statements on file with the Securities and Exchange Commission related to the issuance of $1 billion aggregate amount of common stock, preferred stock, debt securities and/or pass-through certificates. The net proceeds of any securities we sell under these registration statements may be used to fund working capital and capital expenditures, including the purchase of aircraft and construction of facilities on or near airports. Through September 30, 2005, we had issued a total of $748 million in securities under these registration statements.

Financing activities for the nine months ended September 30, 2004 consisted primarily of (1) the financing of eight aircraft with $264.1 million in floating rate equipment notes purchased with proceeds from our public offering of Series 2004-1 pass-through certificates, (2) the financing of two aircraft with $68.0 million of 12-year floating rate equipment notes issued to a European bank, (3) the repayment of three spare engine notes totaling $9.1 million, and (4) scheduled maturities of debt of $45.7 million.

Working Capital. We had a working capital deficit of $5.2 million at September 30, 2005, which is customary for airlines, primarily because air traffic liability is classified as a current liability. 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 and leaseback transactions. We expect to generate positive working capital through our operations. However, we cannot predict whether current trends and conditions will continue or 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 unprecedented high fuel prices, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism. We still need to obtain financing for two of our remaining 2005 aircraft deliveries and 16 of our 2006 deliveries, as our anticipated cash flows from operations will not be adequate to cover the acquisition costs of these aircraft. Assuming that we obtain this financing and utilize the predelivery short-term borrowing facility available to us, we believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

Contractual Obligations

Our noncancelable contractual obligations at September 30, 2005 include the following (in millions):


	Payments due in
	Total		2005		2006		2007		2008		2009		Thereafter
Long-term debt (1)	$	3,131	$	67	$	253	$	249	$	285	$	192	$	2,085
Operating leases		1,262		35		136		133		122		109		727
Flight equipment obligations		6,840		290		1,105		1,195		1,230		1,260		1,760
Short-term borrowings		45		45		—		—		—		—		—
Facilities and other (2)		1,192		100		83		73		84		101		751
Total	$	12,470	$	537	$	1,577	$	1,650	$	1,721	$	1,662	$	5,323


(1)	Includes actual interest and estimated interest for floating-rate debt based on September 30, 2005 rates.


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

There has been no material change in the terms of our debt instruments or financial covenants from the information provided in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Current Report on Form 8-K filed on October 12, 2005. There are no new financial covenants associated with any of our new debt issued in 2005. At September 30, 2005, we were in compliance with the covenants of all of our debt and lease agreements. We have $26.5 million of restricted cash pledged under standby letters of credit related to certain of our leases which expire at the end of the related lease terms.

As of September 30, 2005, we operated a fleet of 81 Airbus A320 aircraft, of which 56 were owned and 25 were leased under operating leases, and have taken delivery of one Airbus A320 and

two leased EMBRAER 190 aircraft, which are not yet in revenue service. The average age of our fleet was 2.6 years at September 30, 2005.

As of September 30, 2005, we had on order 101 Airbus A320 aircraft and 99 EMBRAER 190 aircraft with options to acquire 50 additional Airbus A320 aircraft and 100 additional EMBRAER 190 aircraft which are scheduled for delivery through 2016 (on a relatively even basis during each year) as follows:


	Firm						Option				End of Year Cumulative Total Fleet(1)
Year	A320		E190		Total		A320		E190		End of Year Cumulative Total Fleet(1)
Remainder of 2005		3		6		9		—		—		93
2006		16		18		34		—		—		127
2007		17		18		35		—		—		162
2008		17		18		35		2		—		199
2009		18		18		36		2		—		237
2010		18		18		36		2		—		275
2011		12		3		15		9		15		314
2012		—		—		—		20		18		352
2013		—		—		—		15		18		385
2014		—		—		—		—		18		403
2015		—		—		—		—		18		421
2016		—		—		—		—		13		434
		101		99		200		50		100


(1)	Assumes all options are exercised.

Committed expenditures for our 200 firm aircraft and 34 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt financing has been arranged for all of our remaining 2005 Airbus A320 and one of our EMBRAER 190 aircraft deliveries. Lease financing has been arranged for the next 28 of our EMBRAER 190 aircraft deliveries. 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. Anticipated capital expenditures for facility improvements, spare parts, and ground purchases for the remainder of 2005 are projected to be approximately $40 million in the aggregate. In addition, we expect to execute a lease with the Port Authority of New York and New Jersey by year end for a new terminal at JFK that will require an $80 million security deposit during the construction period. We plan to meet this requirement by issuing an $80 million cash collateralized letter of credit.

Boston's Logan International Airport Expansion . In March 2005, we entered into a lease for Terminal C at Boston's Logan International Airport. We plan on utilizing five of the 11 gates by the end of the year and gradually moving into the remaining gates over the next three years. We are committed to lease the entire terminal through 2009, which is reflected in the table above, with renewal options through 2029.

Off-Balance Sheet Arrangements

We have evaluated our interests in variable interest entities as defined by FASB Interpretation No. 46, Consolidation of Variable Interest Entities , and have determined that we hold a significant variable interest in, but are not the primary beneficiary of, certain pass-through trusts which are the purchasers of equipment notes issued by us and held by such pass-through trusts. The proceeds from the sale of the certificates are being held in escrow with a depositary. As aircraft are delivered, the proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft. The proceeds held in escrow are not assets of ours, nor are the certificates obligations of ours or guaranteed by us; therefore they are not included in our condensed consolidated financial statements.

The certificates contain 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 our Series 2004-1 certificates are Landesbank Hessen-Thüringen Girozentrale and Morgan Stanley Capital Services Inc. The liquidity providers for our Series 2004-2 certificates are Landesbank Baden-Württemberg and Citibank, N.A.

We utilize a policy provider to provide credit support on the Class G-1 and Class G-2 certificates of both series of 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.

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 included in our 2004 Form 10-K/A.

Other Information

EMBRAER 190. During the third quarter, our new EMBRAER 190 aircraft received certification from the Brazilian Centro Técnico Aeroespacial and the U.S. Federal Aviation Administration. Following these certifications, we took delivery of the first two E190 aircraft in September 2005. These aircraft are equipped with 36 channels of free DirectTV ^® , movie selections from FoxInFlight™ and larger 6.8 inch television screens and are the first of our fleet to have 100 channels of free XM Satellite Radio. We are currently conducting demonstration flights with these two aircraft with plans to commence revenue service between New York and Boston on November 8, 2005.

Accelerated Option Vesting. On October 19, 2005, our Board of Directors approved the acceleration of the vesting of all unvested stock options awarded under our stock incentive plan, excluding those held by Section 16 officers and members of our Board of Directors. As a result of this action, options to purchase up to approximately 13 million shares of common stock may become exercisable effective December 9, 2005, representing approximately 65% of our total current outstanding options. All other terms and conditions applicable to such options, including the exercise prices, remain unchanged.

We will seek consent from holders of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, if the acceleration would have the effect of changing the status of these options for federal income tax purposes from an incentive stock option to a non-qualified stock option. The decision to accelerate vesting of these options was made primarily to avoid recognizing the related compensation cost in our future consolidated financial statements upon our adoption of SFAS No. 123(R), Share Based Payment , in January 2006. Assuming that all holders of ISOs elect to accelerate, this action will result in a non-cash, one-time stock compensation expense that is estimated to be up to $9 million in the fourth quarter of 2005. However, even after giving effect to this option acceleration, we still expect to incur non-cash stock compensation expense since we plan to continue to issue stock options as part of our compensation strategy and continue our crewmember stock purchase plan.

Stock Split. On October 19, 2005, our Board of Directors declared a three-for-two split of our common stock. The additional shares resulting from the split will be distributed on December 23, 2005 to stockholders of record at the close of business on December 12, 2005. The stock split will be effected pursuant to a stock dividend.

LiveTV. In April 2005, LiveTV entered into an agreement with Virgin Blue, an Australian airline, for the sale of certain hardware and installation, programming and maintenance of their live

in-seat satellite television system. Virgin Blue has committed to equip 51 of their Boeing 737 aircraft with the LiveTV system and has the option to install the system on additional aircraft.

New Service. We continue to add new routes and destinations, as reflected by our new daily non-stop service from New York’s JFK Airport to: (1) Boston, Massachusetts in November 2005; (2) Austin, Texas in January 2006; and (3) Richmond, Virginia in March 2006. We plan to offer daily non-stop service from Boston to: (1) Seattle, Washington and (2) West Palm Beach, Florida in November 2005; (3) Austin, in January 2006; (4) Nassau, The Bahamas in February 2006; and (5) Richmond in April 2006. We also plan to add service from Newark, New Jersey to San Juan, Puerto Rico in November 2005; from New York’s La Guardia Airport to West Palm Beach in December 2005; and from Fort Lauderdale, Florida to Oakland, California in January 2006. We also plan to increase service from New York’s JFK Airport to Buffalo, New York and Burlington, Vermont. To facilitate our continued growth at JFK, we plan to add seven more gates adjacent to our current terminal, which will enable us to offer up to 200 daily flights.

We recently filed an application with the Department of Transportation, or the DOT, to offer daily non-stop service between New York and Cancun, Mexico. If the DOT approves this new route, and subject to approval by the Mexican government, we plan to begin service from New York’s JFK airport by December 17, 2005 or within 90 days of receiving the DOT’s authorization to operate the route.

Automated Systems. We are in the process of testing and plan to implement in the first quarter of 2006 a new general ledger and human resources system. We had also planned to implement a new maintenance and inventory tracking system in 2005, for which we had capitalized $7.5 million at September 30, 2005, but are currently re-evaluating whether we will be able to implement it or whether we will need to replace it with a different application.

Recent Awards. JetBlue won the ‘‘Best Domestic Airline’’ award by Condé Nast Traveler’s 2005 Readers’ Choice Awards for the fourth consecutive year in September 2005. JetBlue also won the ‘‘Best Single-Class Airline’’ award in Condé Nast Traveler’s 2005 Business Travel Awards and scored business traveler’s best rating for value of any airline in the world, both of which were won for the fourth time.

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 expectations to change as the year or each quarter in the year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we may not inform you if they do. Our policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter.

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, our ability to implement our growth strategy, including the integration of the EMBRAER 190 aircraft into our operations, our significant fixed obligations and our reliance on high daily aircraft utilization, increases in maintenance costs, fuel prices and interest rates, our dependence on the New York market, seasonal fluctuations in our operating results, our reliance on sole suppliers, government regulation, the loss of key personnel and potential problems with our workforce, the potential liability associated with the handling of our customer data, and future acts of terrorism or the threat of such acts or escalation of U.S. military involvement overseas.

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2004 Form 10-K/A and our Forms 10-Q/A for the quarterly periods ended March 31, 2005 and June 30, 2005.

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 2004 Form 10-K/A, except as follows:

Aircraft Fuel. As of September 30, 2005, we had hedged approximately 44% of our expected remaining 2005 fuel requirements using crude oil swaps and caps. 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 September 30, 2005 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 $76 million, compared to an estimated $31 million for 2004 measured as of September 30, 2004. See Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this report for additional information.

Fixed Rate Debt. On September 30, 2005, our $425.0 million aggregate principal amount of convertible debt had an estimated fair value of $389.7 million, based on quoted market prices.

Item 4. Controls and Procedures.

Restatement of Previous Filings

We have identified adjustments that were required to be recorded in prior periods relating to the way we had accounted for 1) rent expense under operating leases for certain airport properties with minimum rent escalations, 2) depreciation expense for leasehold improvements with respect to certain airport locations and other facilities, and 3) the inadvertent recognition of passenger revenue related to unpaid ticket reservations. The lease adjustments were originally recorded in the second quarter of 2005 since, at that time, these amounts were not considered to be material to our financial statements in any individual prior period and the cumulative amount was not expected to be material to our expected 2005 financial results. However, when combined with the revenue adjustment discovered in September 2005, the impact of these items, in the aggregate, was determined to be material to our expected 2005 financial results. Descriptions of these adjustments follow:

Rent Expense. Statement of Financial Accounting Standards No. 13, Accounting for Leases , or SFAS No. 13, provides that rent expense for operating leases containing minimum escalations should be recognized ratably over their respective lease term. Historically, we have accounted for our airport ground and facilities leases on an as-incurred basis. An extensive review of our leases revealed, however, that some of these leases contain minimum rent escalations, which resulted in rent expense not recognized in accordance with generally accepted accounting principles. The adjustment recognized rent expense on a straight-line basis as required. The adjustment resulted in $1.5 million increased rent expense in prior years and $1.5 million decreased rent expense for the six months ended June 30, 2005.

Depreciation Expense for Leasehold Improvements. Improvements made to leased space should be depreciated over their related lease term or their useful economic life, whichever is shorter. Historically, we had assumed renewal of our leases for airport space and depreciated these improvements over their expected useful economic lives. Based on recent interpretative guidance from the SEC staff, we have restated our financial statements to reflect depreciation of our leasehold improvements over the shorter of their economic lives or their remaining lease terms, including any reasonably assured renewal periods. The adjustment resulted in increased depreciation expense of $0.5 million in prior years and decreased depreciation expense $1.1 million for the six months ended June 30, 2005.

Passenger Revenue. In September 2005, during the performance of our monthly reconciliation control over air traffic liability, we discovered that we had inadvertently recognized passenger revenue

related to unpaid ticket reservations. The adjustment decreased passenger revenue by $1.4 million in 2004 and $1.9 million for the six months ended June 30, 2005.

After management's initial review of the potential adjustment to passenger revenue on October 3, 2005 and taking into account our previously determined adjustments related to lease agreements, which were recorded in the second quarter of 2005, management recommended to our Audit Committee that, upon completion of our analysis of the financial impact of the unpaid ticket reservations error described above, our previously filed 2005 financial statements should be restated to reflect the correction of each of these items as the impact of these items, in the aggregate, was determined to be material to our expected 2005 financial results. The Audit Committee agreed with this recommendation. On October 10, 2005, upon completion of our analysis, the Audit Committee approved our restated financial statements included in Amendment No. 1 to both of our Forms 10-Q for the quarters ended March 31, 2005 and June 30, 2005, which were filed with the SEC on October 12, 2005. This restatement was determined not to be material to our business, financial condition or results of operations for any individual prior year; however, our financial statements for the years ended December 31, 2004 and 2003 included in our Annual Report on Form 10-K/A were corrected to reflect these adjustments in the proper periods and reported under Item 8.01 in our Current Report on Form 8-K filed on October 12, 2005.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures as of September 30, 2005. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Remediation of Material Weakness in Internal Control

We have performed an extensive review of our leases and our leasehold improvements in an effort to ensure that the restated financial statements reflect all necessary adjustments. We have also designed new internal control procedures to remediate the controls over unpaid ticket reservations and to ensure that new leases and changes to existing leases, as well as future leasehold improvements, will be accounted for in accordance with generally accepted accounting principles, including the following:


•	We have designed a checklist to facilitate the identification of terms in all new lease agreements and amendments to existing lease agreements that require additional analysis or accounting;


•	We have added an additional review of the depreciable lives for leasehold improvements to ensure that the assigned lives are consistent with generally accepted accounting principles; and


•	We have added a control to our monthly account reconciliation process to review the age of receivables to ensure timely follow-up has been performed on unpaid ticket reservations. We have also reemphasized with our employees who are responsible for resolving unpaid reservations about the importance of performing these duties on a timely basis.

We believe we have taken the steps necessary to remediate these significant deficiencies, which when aggregated, were determined to have resulted in a material weakness in our internal controls; however, we cannot confirm the effectiveness of our enhanced internal controls until we and our independent auditors have conducted sufficient testing. Accordingly, we will continue to monitor vigorously the effectiveness of these processes, procedures and controls, and will make any further changes as management determines appropriate.

Changes in Internal Controls

Other than as expressly noted above in this Item 4, there were no changes in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), identified in connection with the evaluation of our controls performed during the quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Beginning in September 2003, multiple lawsuits were commenced against us alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well a violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. The Utah state court class action has been voluntarily dismissed with prejudice; the California state court action filed as a private attorney general lawsuit has been dismissed with prejudice and is now on appeal; and the multidistrict federal court class action in the U.S. District Court for the Eastern District of New York has been dismissed with prejudice. Given the procedural disposition of this matter, we do not believe this event will have a material adverse impact on our financial position, results of operations or cash flows.

In the ordinary course of our business, we are party to various other 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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For the quarter ended September 30, 2005, 5,400 shares of common stock were surrendered or withheld in connection with the payment of the exercise price or withholding of taxes in respect of the exercise of outstanding stock options.

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.

JETBLUE AIRWAYS CORPORATION

(Registrant)

Date: October 25, 2005

By: /s/ HOLLY NELSON

Vice President and Controller
(principal accounting officer)

EXHIBIT INDEX


Exhibit Number				Exhibit
10.1†				Amendment No. 24 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L., and JetBlue Airways Corporation, dated July 21, 2005.
10.2†				Side Letter No. 19 to V2500 General Terms of Sale between IAE International Aero Engines AG and New Air Corporation, dated July 21, 2005.
10.3†				Amendment No.1 to Purchase Agreement DCT-025/2003 , dated July 8, 2005, between Embraer-Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation.
10.4†				Amendment No. 1 to Letter Agreement DCT-026/2003, dated as of July 8, 2005, between Embraer- Empresa Brasileria de Aeronautica S.A. and JetBlue Airways Corporation.
12.1				Computation of Ratio of Earnings to Fixed Charges.
31.1				Certifications Pursuant to Rule 13a-14(a)/15d-14(a), furnished herewith.
31.2				Certifications Pursuant to Rule 13a-14(a)/15d-14(a), furnished herewith.
32.1				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 SEC pursuant to a Confidential Treatment Request filed with the SEC.







                                                                    EXHIBIT 10.1

                                 AMENDMENT NO 24


                         TO THE A320 PURCHASE AGREEMENT

                           DATED AS OF APRIL 20, 1999


                                     BETWEEN

                                 AVSA, S.A.R.L.

                                       AND

                           JETBLUE AIRWAYS CORPORATION



This Amendment No. 24 (hereinafter referred to as the "Amendment") is entered
into as of July 21, 2005, between AVSA, S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, 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 118-29 Queens Boulevard, 5th Floor, 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 and Amendment No. 23 dated as of March 31, 2005, is
hereinafter called the "Agreement."






WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the Agreement.

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 SCHEDULE
         -----------------

2.1      The Buyer and the Seller agree to reschedule the delivery date of the
         following Aircraft as follows:

         (i)      Aircraft CaC Id 124 963 from *** 2006 to *** 2005.


2.2      As a consequence of Paragraph 2.1 above, the delivery schedule set
         forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced
         by the following quoted provisions:



QUOTE:

    CAC Id 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


------------------------------

[***] 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.







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

    CAC Id 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

-----------------------

[***] 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.










     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
    104 415       No. 56    Pre-Amendment No. 16 Aircraft     ***         2004
    104 407       No. 57    Pre-Amendment No. 16 Aircraft     ***         2004

   CAC Id No.     Rank No.  Aircraft                          Delivery
   ----------     --------  --------                          --------

    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
    104 420       No. 80    Pre-Amendment No. 16 Aircraft     ***         2006
     41 241       No. 81    Amendment No.16 Firm Aircraft     ***         2006
    104 421       No. 82    Pre-Amendment No. 16 Aircraft     ***         2006
     41 242       No. 83    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
     69 721       No. 90    Amendment No.16 Firm Aircraft     ***         2006


-------------------

[***] 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.

* The Seller agrees to use commercially reasonable efforts to deliver the
aircraft on or before ***, 2005.









    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
    104 426       No. 95    Pre-Amendment No. 16 Aircraft     ***         2007
    104 427       No. 96    Pre-Amendment No. 16 Aircraft     ***         2007

   CAC Id No.     Rank No.  Aircraft                          Delivery
   ----------     --------  --------                          --------

    104 428       No. 97    Pre-Amendment No. 16 Aircraft     ***         2007
     69 722       No. 98    Amendment No. 16 Firm Aircraft    ***         2007
     69 723       No. 99    Amendment No. 16 Firm Aircraft    ***         2007
     69 724       No. 100   Amendment No. 16 Firm Aircraft    ***         2007
    159 939       No. 101   Amendment No. 20 Firm Aircraft    ***         2007
     69 725       No. 102   Amendment No. 16 Firm Aircraft    ***         2007
     96 459       No. 103   Amendment No. 16 Firm Aircraft    ***         2007
    104 439       No. 104   Amendment No. 16 Firm Aircraft    ***         2007
    104 440       No. 105   Amendment No. 16 Firm Aircraft    ***         2007
    104 441       No. 106   Amendment No. 16 Firm Aircraft    ***         2007
    104 442       No. 107   Amendment No. 16 Firm Aircraft    ***         2007
      41231       No. 108   Amendment No. 16 Firm Aircraft    ***         2007

    159 896       No. 109   Amendment No. 16 Firm Aircraft    Year        2008
    159 897       No. 110   Amendment No. 16 Firm Aircraft    Year        2008
    159 898       No. 111   Amendment No. 16 Firm Aircraft    Year        2008
    159 899       No. 112   Amendment No. 16 Firm Aircraft    Year        2008
    159 900       No. 113   Amendment No. 16 Firm Aircraft    Year        2008
    159 901       No. 114   Amendment No. 16 Firm Aircraft    Year        2008
    159 902       No. 115   Amendment No. 16 Firm Aircraft    Year        2008
    159 903       No. 116   Amendment No. 16 Firm Aircraft    Year        2008
    159 904       No. 117   Amendment No. 16 Firm Aircraft    Year        2008
    159 905       No. 118   Amendment No. 16 Firm Aircraft    Year        2008
    159 906       No. 119   Amendment No. 16 Firm Aircraft    Year        2008
    159 907       No. 120   Amendment No. 16 Firm Aircraft    Year        2008
    159 908       No. 121   Amendment No. 16 Firm Aircraft    Year        2008
    159 940       No. 122   Amendment No. 20 Firm Aircraft    Year        2008
    159 941       No. 123   Amendment No. 20 Firm Aircraft    Year        2008
    159 942       No. 124   Amendment No. 20 Firm Aircraft    Year        2008
    159 943       No. 125   Amendment No. 20 Firm Aircraft    Year        2008

    159 909       No. 126   Amendment No. 16 Firm Aircraft    Year        2009
    159 910       No. 127   Amendment No. 16 Firm Aircraft    Year        2009
    159 911       No. 128   Amendment No. 16 Firm Aircraft    Year        2009


-------------------

[***] 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.








    159 912       No. 129   Amendment No. 16 Firm Aircraft    Year        2009
    159 913       No. 130   Amendment No. 16 Firm Aircraft    Year        2009
    159 914       No. 131   Amendment No. 16 Firm Aircraft    Year        2009
    159 915       No. 132   Amendment No. 16 Firm Aircraft    Year        2009
    159 916       No. 133   Amendment No. 16 Firm Aircraft    Year        2009
    159 917       No. 134   Amendment No. 16 Firm Aircraft    Year        2009
    159 918       No. 135   Amendment No. 16 Firm Aircraft    Year        2009
    159 944       No. 136   Amendment No. 20 Firm Aircraft    Year        2009
    159 945       No. 137   Amendment No. 20 Firm Aircraft    Year        2009
    159 946       No. 138   Amendment No. 20 Firm Aircraft    Year        2009

   CAC Id No.     Rank No.  Aircraft                          Delivery
   ----------     --------  --------                          --------

    159 947       No. 139   Amendment No. 20 Firm Aircraft    Year        2009
    159 948       No. 140   Amendment No. 20 Firm Aircraft    Year        2009
    159 949       No. 141   Amendment No. 20 Firm Aircraft    Year        2009
    159 950       No. 142   Amendment No. 20 Firm Aircraft    Year        2009
    159 951       No. 143   Amendment No. 20 Firm Aircraft    Year        2009

    159 919       No. 144   Amendment No. 16 Firm Aircraft    Year        2010
    159 920       No. 145   Amendment No. 16 Firm Aircraft    Year        2010
    159 921       No. 146   Amendment No. 16 Firm Aircraft    Year        2010
    159 922       No. 147   Amendment No. 16 Firm Aircraft    Year        2010
    159 923       No. 148   Amendment No. 16 Firm Aircraft    Year        2010
    159 924       No. 149   Amendment No. 16 Firm Aircraft    Year        2010
    159 925       No. 150   Amendment No. 16 Firm Aircraft    Year        2010
    159 926       No. 151   Amendment No. 16 Firm Aircraft    Year        2010
    159 927       No. 152   Amendment No. 16 Firm Aircraft    Year        2010
    159 928       No. 153   Amendment No. 16 Firm Aircraft    Year        2010
    159 952       No. 154   Amendment No. 20 Firm Aircraft    Year        2010
    159 953       No. 155   Amendment No. 20 Firm Aircraft    Year        2010
    159 954       No. 156   Amendment No. 20 Firm Aircraft    Year        2010
    159 955       No. 157   Amendment No. 20 Firm Aircraft    Year        2010
    159 956       No. 158   Amendment No. 20 Firm Aircraft    Year        2010
    159 957       No. 159   Amendment No. 20 Firm Aircraft    Year        2010
    159 958       No. 160   Amendment No. 20 Firm Aircraft    Year        2010
    159 959       No. 161   Amendment No. 20 Firm Aircraft    Year        2010

    159 929       No. 162   Amendment No. 16 Firm Aircraft    Year        2011
    159 930       No. 163   Amendment No. 16 Firm Aircraft    Year        2011
    159 931       No. 164   Amendment No. 16 Firm Aircraft    Year        2011
    159 932       No. 165   Amendment No. 16 Firm Aircraft    Year        2011
    159 933       No. 166   Amendment No. 16 Firm Aircraft    Year        2011
    159 934       No. 167   Amendment No. 16 Firm Aircraft    Year        2011
    159 960       No. 168   Amendment No. 20 Firm Aircraft    Year        2011
    159 961       No. 169   Amendment No. 20 Firm Aircraft    Year        2011











    159 962       No. 170   Amendment No. 20 Firm Aircraft    Year        2011
    159 963       No. 171   Amendment No. 20 Firm Aircraft    Year        2011
    159 964       No. 172   Amendment No. 20 Firm Aircraft    Year        2011
    159 965       No. 173   Amendment No. 20 Firm Aircraft    Year        2011

    180 953       No. 174   Amendment No. 20 Option           Year        2008
    180 954       No. 175   Amendment No. 20 Option           Year        2008

    180 955       No. 176   Amendment No. 20 Option           Year        2009
    180 956       No. 177   Amendment No. 20 Option           Year        2009

   CAC Id No.     Rank No.  Aircraft                          Delivery
   ----------     --------  --------                          --------

    180 957       No. 178   Amendment No. 20 Option           Year        2010
    180 958       No. 179   Amendment No. 20 Option           Year        2010
    159 966       No. 180   Amendment No. 16 Option           Year        2011
    159 967       No. 181   Amendment No. 16 Option           Year        2011
    159 968       No. 182   Amendment No. 16 Option           Year        2011
    159 969       No. 183   Amendment No. 16 Option           Year        2011
    159 970       No. 184   Amendment No. 16 Option           Year        2011
    159 971       No. 185   Amendment No. 16 Option           Year        2011
    159 972       No. 186   Amendment No. 16 Option           Year        2011
    180 959       No. 187   Amendment No. 20 Option           Year        2011
    180 960       No. 188   Amendment No. 20 Option           Year        2011

    159 976       No. 189   Amendment No. 16 Option           Year        2012
    159 977       No. 190   Amendment No. 16 Option           Year        2012
    159 978       No. 191   Amendment No. 16 Option           Year        2012
    159 979       No. 192   Amendment No. 16 Option           Year        2012
    159 980       No. 193   Amendment No. 16 Option           Year        2012
    159 981       No. 194   Amendment No. 16 Option           Year        2012
    159 982       No. 195   Amendment No. 16 Option           Year        2012
    159 983       No. 196   Amendment No. 16 Option           Year        2012
    159 984       No. 197   Amendment No. 16 Option           Year        2012
    159 985       No. 198   Amendment No. 16 Option           Year        2012
    159 986       No. 199   Amendment No. 16 Option           Year        2012
    159 987       No. 200   Amendment No. 16 Option           Year        2012
    159 988       No. 201   Amendment No. 16 Option           Year        2012
    180 961       No. 202   Amendment No. 20 Option           Year        2012
    180 962       No. 203   Amendment No. 20 Option           Year        2012
    180 963       No. 204   Amendment No. 20 Option           Year        2012
    180 964       No. 205   Amendment No. 20 Option           Year        2012
    180 965       No. 206   Amendment No. 20 Option           Year        2012
    180 966       No. 207   Amendment No. 20 Option           Year        2012
    180 967       No. 208   Amendment No. 20 Option           Year        2012










    180 968       No. 209   Amendment No. 20 Option           Year        2013
    180 969       No. 210   Amendment No. 20 Option           Year        2013
    180 970       No. 211   Amendment No .20 Option           Year        2013
    180 971       No. 212   Amendment No. 20 Option           Year        2013
    180 972       No. 213   Amendment No. 20 Option           Year        2013
    180 973       No. 214   Amendment No. 20 Option           Year        2013
    180 974       No. 215   Amendment No. 20 Option           Year        2013
    180 975       No. 216   Amendment No. 20 Option           Year        2013
    180 976       No. 217   Amendment No. 20 Option           Year        2013
    180 977       No. 218   Amendment No. 20 Option           Year        2013
    180 978       No. 219   Amendment No. 20 Option           Year        2013

   CAC Id No.     Rank No.  Aircraft                          Delivery
   ----------     --------  --------                          --------

    180 979       No. 220   Amendment No. 20 Option           Year        2013
    180 980       No. 221   Amendment No. 20 Option           Year        2013
    180 981       No. 222   Amendment No. 20 Option           Year        2013
    180 982       No. 223   Amendment No. 20 Option           Year        2013


UNQUOTE


3.       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.


4.       CONFIDENTIALITY
         ---------------

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







5.       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 5 will be void and of no force
or effect.


6.       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.



                                          AVSA, S.A.R.L.



                                          By:    /s/ Jean Berger
                                                 -----------------------------

                                          Its:   AVSA Chief Executive Officer
                                                 -----------------------------

                                          Date:
                                                 -----------------------------

JETBLUE AIRWAYS CORPORATION



By:      /s/ Thomas A. Anderson
         -----------------------------

Its:     Senior Vice President
         -----------------------------

Date:    July 21, 2005
         -----------------------------





                                                                    EXHIBIT 10.2

[INTERNATIONAL AERO ENGINES LOGO OMITTED]

IAE Building
400 Main Street
East Hartford, CT 06108 USA

June 20, 2005

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer



Subject:       Side Letter No. 19 to the V2500 General Terms of Sale Agreement
               between JetBlue Airways Corporation and IAE International Aero
               Engines AG dated May 4, 1999 (the "Agreement")


Dear Sir:

IAE is pleased to submit to JetBlue this Side Letter No. 19 to the Agreement in
support of JetBlue's *** delivery of certain aircraft as follows:

1.     A *** 2006 delivery aircraft shall now be scheduled for delivery in
       *** 2005.

The new *** delivery shall occur in accordance with the revised delivery
schedule set forth in Exhibit B-1 hereto, which schedule shall replace in its
entirety the delivery schedule attached to Side Letter No. 18, dated November
19, 2004.

Except as expressly amended by this Side Letter No. 19 all provisions of the
Agreement (as otherwise amended) remain in full force and effect.

Very truly yours,                    Agreed to and Accepted on behalf of:
IAE International Aero Engines AG    JetBlue Airways Corporation


/s/ Robert J. Keady                        /s/ Thomas A. Anderson
------------------------------       ---------------------------------
Name                                 Name

General Manager Customer Business    Senior Vice President
---------------------------------    ---------------------------------
Title                                Title

6/21/2005                            July 8th, 2005
---------------------------------    ---------------------------------
Date                                 Date


--------------------
[***] 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.


                          IAE PROPRIETARY INFORMATION


June 2005
page 1 of 8







                                   EXHIBIT B-1

                           AIRCRAFT DELIVERY SCHEDULES

                                 As of June 2005

--------------------------------------------------------------------------------
GLOSSARY NOTE:

     o    Delivered Aircraft are indicated by Italics typeface

     o    Existing Firm Aircraft are indicated by normal typeface

     o    Incremental Firm Aircraft are indicated by an asterisk (*)

     o    2004 Incremental Aircraft, including all 2004 Firm Incremental
          Aircraft and all 2004 Option Aircraft are indicated by BOLD typeface

-------------------------------------------------------------------------------


RANK NO.          AIRCRAFT                           DELIVERY
No. 1             Firm Aircraft                      *** 2000
No. 2             Firm Aircraft                      *** 2000
No. 3             Firm Aircraft                      *** 2000
No. 4             Firm Aircraft                      *** 2000
No. 5             Firm Aircraft                      *** 2000
No. 6             Firm Aircraft                      *** 2000
No. 7             Firm Aircraft                      *** 2001
No. 8             Firm Aircraft                      *** 2001
No. 9             Firm Aircraft                      *** 2001
No. 10            Firm Aircraft                      *** 2001
No. 11            Firm Aircraft                      *** 2001
No. 12            Firm Aircraft                      *** 2001
No. 13            Firm Aircraft                      *** 2001
No. 14            Firm Aircraft                      *** 2002
No. 15            Firm Aircraft                      *** 2002
No. 16            Firm Aircraft                      *** 2002
No. 17            Firm Aircraft                      *** 2002
No. 18            Firm Aircraft                      *** 2002
No. 19            Firm Aircraft                      *** 2002
No. 20            Firm Aircraft                      *** 2002
No. 21            Firm Aircraft                      *** 2002
No. 22            Firm Aircraft                      *** 2002
No. 23            Firm Aircraft                      *** 2002
No. 24            Firm 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.



                          IAE PROPRIETARY INFORMATION


June 2005
page 2 of 8









No. 25            Firm Aircraft                      *** 2002
No. 26            Firm Aircraft                      *** 2002
No. 27            Firm Aircraft                      *** 2002
No. 28            Firm Aircraft                      *** 2002
No. 29            Firm Aircraft                      *** 2002
No. 30            Firm Aircraft                      *** 2003
No. 31            Firm Aircraft                      *** 2003
No. 32            Firm Aircraft                      *** 2003
No. 33            Firm Aircraft                      *** 2003
No. 34            Firm Aircraft                      *** 2003
No. 35            Firm Aircraft                      *** 2003
No. 36            Firm Aircraft                      *** 2003
No. 37            Firm Aircraft                      *** 2003
No. 38            Firm Aircraft                      *** 2003
No. 39            Firm Aircraft                      *** 2003
No. 40            Firm Aircraft                      *** 2003
No. 41            Firm Aircraft                      *** 2003
No. 42            Firm Aircraft                      *** 2003
No. 43            Firm Aircraft                      *** 2003
No. 44            Firm Aircraft                      *** 2003

No. 45            Firm Aircraft                      *** 2004
No. 46            Firm Aircraft                      *** 2004
No. 47            Firm Aircraft                      *** 2004
No. 48            Firm Aircraft                      *** 2004
No. 49            Firm Aircraft                      *** 2004
No. 50            Firm Aircraft                      *** 2004
No. 51            Firm Aircraft                      *** 2004
No. 52            Firm Aircraft                      *** 2004
No. 53            Firm Aircraft                      *** 2004
No. 54            Firm Aircraft                      *** 2004
No. 55            Firm Aircraft                      *** 2004
No. 56            Firm Aircraft                      *** 2004
No. 57            Firm Aircraft                      *** 2004
No. 58            Firm Aircraft                      *** 2004
No. 59            Firm Aircraft                      *** 2004

No. 60            Firm Aircraft                      *** 2005
No. 61            Firm Aircraft                      *** 2005
No. 62            Firm Aircraft                      *** 2005
No. 63            Firm Aircraft                      *** 2005
No. 64            Firm Aircraft                      *** 2005
No. 65            Firm Aircraft                      *** 2005


--------------------

[***] 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.


                          IAE PROPRIETARY INFORMATION


June 2005
page 3 of 8








No. 66            Firm Aircraft                      *** 2005
No. 67            Firm Aircraft                      *** 2005
No. 68            Firm Aircraft                      *** 2005
No. 69            Firm Aircraft                      *** 2005
No. 70            Firm Aircraft                      *** 2005
No. 71            Firm Aircraft                      *** 2005*
No. 72            Firm Aircraft                      *** 2005
No. 73            Firm Aircraft                      *** 2005
No. 74            Firm Aircraft                      *** 2005*
No. 75            Firm Aircraft                      *** 2005*

NO. 76            FIRM AIRCRAFT                      *** 2006
No. 77            Firm Aircraft                      *** 2006
No. 78            Firm Aircraft                      *** 2006*
No. 79            Firm Aircraft                      *** 2006*
No. 80            Firm Aircraft                      *** 2006
No. 81            Firm Aircraft                      *** 2006*
No. 82            Firm Aircraft                      *** 2006
No. 83            Firm Aircraft                      *** 2006*
No. 84            Firm Aircraft                      *** 2006*
No. 85            Firm Aircraft                      *** 2006
No. 86            Firm Aircraft                      *** 2006*
No. 87            Firm Aircraft                      *** 2006*
No. 88            Firm Aircraft                      *** 2006
No. 89            Firm Aircraft                      *** 2006*
No. 90            Firm Aircraft                      *** 2006*
NO. 91            FIRM AIRCRAFT                      *** 2006

No. 92            Firm Aircraft                      *** 2007
No. 93            Firm Aircraft                      *** 2007
NO. 94            FIRM AIRCRAFT                      *** 2007
No. 95            Firm Aircraft                      *** 2007
No. 96            Firm Aircraft                      *** 2007
No. 97            Firm Aircraft                      *** 2007
No. 98            Firm Aircraft                      *** 2007*
No. 99            Firm Aircraft                      *** 2007*
No. 100           Firm Aircraft                      *** 2007*
NO. 101           FIRM AIRCRAFT                      *** 2007
No. 102           Firm Aircraft                      *** 2007*
No. 103           Firm Aircraft                      *** 2007*
No. 104           Firm Aircraft                      *** 2007*
No. 105           Firm Aircraft                      *** 2007*
No. 106           Firm Aircraft                      *** 2007*


---------------------

[***] 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.




                          IAE PROPRIETARY INFORMATION


June 2005
page 4 of 8








No. 107            Firm Aircraft                      *** 2007*
No. 108            Firm Aircraft                      *** 2007*

No. 109            Firm Aircraft                      Year 2008*
No. 110            Firm Aircraft                      Year 2008*
No. 111            Firm Aircraft                      Year 2008*
No. 112            Firm Aircraft                      Year 2008*
No. 113            Firm Aircraft                      Year 2008*
No. 114            Firm Aircraft                      Year 2008*
No. 115            Firm Aircraft                      Year 2008*
No. 116            Firm Aircraft                      Year 2008*
No. 117            Firm Aircraft                      Year 2008*
No. 118            Firm Aircraft                      Year 2008*
No. 119            Firm Aircraft                      Year 2008*
No. 120            Firm Aircraft                      Year 2008*
No. 121            Firm Aircraft                      Year 2008*
NO. 122            FIRM AIRCRAFT                      YEAR 2008
NO. 123            FIRM AIRCRAFT                      YEAR 2008
NO. 124            FIRM AIRCRAFT                      YEAR 2008
NO. 125            FIRM AIRCRAFT                      YEAR 2008

No. 126            Firm Aircraft                      Year 2009*
No. 127            Firm Aircraft                      Year 2009*
No. 128            Firm Aircraft                      Year 2009*
No. 129            Firm Aircraft                      Year 2009*
No. 130            Firm Aircraft                      Year 2009*
No. 131            Firm Aircraft                      Year 2009*
No. 132            Firm Aircraft                      Year 2009*
No. 133            Firm Aircraft                      Year 2009*
No. 134            Firm Aircraft                      Year 2009*
No. 135            Firm Aircraft                      Year 2009*
NO. 136            FIRM AIRCRAFT                      YEAR 2009
NO. 137            FIRM AIRCRAFT                      YEAR 2009
NO. 138            FIRM AIRCRAFT                      YEAR 2009
NO. 139            FIRM AIRCRAFT                      YEAR 2009
NO. 140            FIRM AIRCRAFT                      YEAR 2009
NO. 141            FIRM AIRCRAFT                      YEAR 2009
NO. 142            FIRM AIRCRAFT                      YEAR 2009
NO. 143            FIRM AIRCRAFT                      YEAR 2009

No. 144            Firm Aircraft                      Year 2010*
No. 145            Firm Aircraft                      Year 2010*
No. 146            Firm Aircraft                      Year 2010*


--------------------

[***] 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.




                          IAE PROPRIETARY INFORMATION


June 2005
page 5 of 8










No. 147            Firm Aircraft                      Year 2010*
No. 148            Firm Aircraft                      Year 2010*
No. 149            Firm Aircraft                      Year 2010*
No. 150            Firm Aircraft                      Year 2010*
No. 151            Firm Aircraft                      Year 2010*
No. 152            Firm Aircraft                      Year 2010*
No. 153            Firm Aircraft                      Year 2010*
NO. 154            FIRM AIRCRAFT                      YEAR 2010
NO. 155            FIRM AIRCRAFT                      YEAR 2010
NO. 156            FIRM AIRCRAFT                      YEAR 2010
NO. 157            FIRM AIRCRAFT                      YEAR 2010
NO. 158            FIRM AIRCRAFT                      YEAR 2010
NO. 159            FIRM AIRCRAFT                      YEAR 2010
NO. 160            FIRM AIRCRAFT                      YEAR 2010
NO. 161            FIRM AIRCRAFT                      YEAR 2010

No. 162            Firm Aircraft                      Year 2011*
No. 163            Firm Aircraft                      Year 2011*
No. 164            Firm Aircraft                      Year 2011*
No. 165            Firm Aircraft                      Year 2011*
No. 166            Firm Aircraft                      Year 2011*
No. 167            Firm Aircraft                      Year 2011*
NO. 168            FIRM AIRCRAFT                      YEAR 2011
NO. 169            FIRM AIRCRAFT                      YEAR 2011
NO. 170            FIRM AIRCRAFT                      YEAR 2011
NO. 171            FIRM AIRCRAFT                      YEAR 2011
NO. 172            FIRM AIRCRAFT                      YEAR 2011
NO. 173            FIRM AIRCRAFT                      YEAR 2011




2004 OPTION AIRCRAFT
--------------------

NO. 174            OPTION AIRCRAFT                    YEAR 2008
NO. 175            OPTION AIRCRAFT                    YEAR 2008

NO. 176            OPTION AIRCRAFT                    YEAR 2009
NO. 177            OPTION AIRCRAFT                    YEAR 2009

NO. 178            OPTION AIRCRAFT                    YEAR 2010
NO. 179            OPTION AIRCRAFT                    YEAR 2010

NO. 180            OPTION AIRCRAFT                    YEAR 2011
NO. 181            OPTION AIRCRAFT                    YEAR 2011
NO. 182            OPTION AIRCRAFT                    YEAR 2011
NO. 183            OPTION AIRCRAFT                    YEAR 2011
NO. 184            OPTION AIRCRAFT                    YEAR 2011
NO. 185            OPTION AIRCRAFT                    YEAR 2011




                          IAE PROPRIETARY INFORMATION


June 2005
page 6 of 8









NO. 186             OPTION AIRCRAFT            YEAR 2011
NO. 187             OPTION AIRCRAFT            YEAR 2011
NO. 188             OPTION AIRCRAFT            YEAR 2011


Option Aircraft to be delivered after December 31, 2011 are subject to IAE and
Airbus SAS concurrence on extension of the current purchase agreement between


the parties

NO. 189             OPTION AIRCRAFT            YEAR 2012
NO. 190             OPTION AIRCRAFT            YEAR 2012
NO. 191             OPTION AIRCRAFT            YEAR 2012
NO. 192             OPTION AIRCRAFT            YEAR 2012
NO. 193             OPTION AIRCRAFT            YEAR 2012
NO. 194             OPTION AIRCRAFT            YEAR 2012
NO. 195             OPTION AIRCRAFT            YEAR 2012
NO. 196             OPTION AIRCRAFT            YEAR 2012
NO. 197             OPTION AIRCRAFT            YEAR 2012
NO. 198             OPTION AIRCRAFT            YEAR 2012
NO. 199             OPTION AIRCRAFT            YEAR 2012
NO. 200             OPTION AIRCRAFT            YEAR 2012
NO. 201             OPTION AIRCRAFT            YEAR 2012
NO. 202             OPTION AIRCRAFT            YEAR 2012
NO. 203             OPTION AIRCRAFT            YEAR 2012
NO. 204             OPTION AIRCRAFT            YEAR 2012
NO. 205             OPTION AIRCRAFT            YEAR 2012
NO. 206             OPTION AIRCRAFT            YEAR 2012
NO. 207             OPTION AIRCRAFT            YEAR 2012
NO. 208             OPTION AIRCRAFT            YEAR 2012

NO. 209             OPTION AIRCRAFT            YEAR 2013
NO. 210             OPTION AIRCRAFT            YEAR 2013
NO. 211             OPTION AIRCRAFT            YEAR 2013
NO. 212             OPTION AIRCRAFT            YEAR 2013
NO. 213             OPTION AIRCRAFT            YEAR 2013
NO. 214             OPTION AIRCRAFT            YEAR 2013
NO. 215             OPTION AIRCRAFT            YEAR 2013
NO. 216             OPTION AIRCRAFT            YEAR 2013
NO. 217             OPTION AIRCRAFT            YEAR 2013
NO. 218             OPTION AIRCRAFT            YEAR 2013
NO. 219             OPTION AIRCRAFT            YEAR 2013
NO. 220             OPTION AIRCRAFT            YEAR 2013
NO. 221             OPTION AIRCRAFT            YEAR 2013
NO. 222             OPTION AIRCRAFT            YEAR 2013
NO. 223             OPTION AIRCRAFT            YEAR 2013




                          IAE PROPRIETARY INFORMATION


June 2005
page 7 of 8











LEASED AIRCRAFT

                YEAR              NUMBER           DELIVERY DATES
                ----              ------           --------------
                1999                 1             (1) ***
                2000                 3             (1) ***, (1) ***, (1) ***
                2001                 4             (1) ***, (2) ***, (1) ***
                2003                 1             (1) ***
                2004                 1             (1) ***












----------------------
[***] 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.




                          IAE PROPRIETARY INFORMATION


June 2005
page 8 of 8






                                                                    Exhibit 10.3



--------------------------------------------------------------------------------
               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------

Amendment No. 1 to Purchase Agreement DCT-025/2003Page 1 of 6

This Amendment No. 1 to Purchase Agreement DCT-025/2003, dated as of July 8,
2005 ("Amendment 1") relates to the Purchase Agreement DCT-025/2003 ("Purchase
Agreement") between Embraer - Empresa Brasileira de Aeronautica S.A. ("Embraer")
and JetBlue Airways Corporation ("Buyer") dated June 9, 2003 as amended from
time to time (collectively referred to herein as "Agreement"). This Amendment 1
is between Embraer and Buyer, collectively referred to herein as the "Parties".

This Amendment 1 sets forth the further agreement between Embraer and Buyer
relative to, among other things, certain aircraft configuration changes and new
escalation indexes. All terms defined in the Purchase Agreement shall have the
same meaning when used herein and in case of any conflict between this Amendment
1 and the Purchase Agreement, this Amendment 1 shall control.

Now, therefore, for good and valuable consideration, which is hereby
acknowledged, Embraer and Buyer hereby agree as follows:

1.       CHANGES IN THE AIRCRAFT CONFIGURATION

1.1.     The following optional items shall be deleted from the Aircraft
         configuration of all Aircraft in Attachment "A" to the Purchase
         Agreement.




                  --------------------------------------------------------------------------------------
                                                    Optional removed
           ---------------------------------------------------------------------------------------------
              a     ***
           ---------------------------------------------------------------------------------------------
              b     ***
           ---------------------------------------------------------------------------------------------
              c     ***
           ---------------------------------------------------------------------------------------------
              d     ***
           ---------------------------------------------------------------------------------------------

1.2.     The following optional items shall be included in the Aircraft
         configuration of all Aircraft in Attachment "A" to the Purchase
         Agreement.

                  --------------------------------------------------------------------------------------
                                                     Optional added
           ---------------------------------------------------------------------------------------------
             e       ***
           ---------------------------------------------------------------------------------------------
             f       ***
           ---------------------------------------------------------------------------------------------
             g       ***
           ---------------------------------------------------------------------------------------------
             h       ***
           ---------------------------------------------------------------------------------------------
             i       ***
           ---------------------------------------------------------------------------------------------
             j       ***
           ---------------------------------------------------------------------------------------------
             k       ***
           ---------------------------------------------------------------------------------------------
             l       ***
           ---------------------------------------------------------------------------------------------
             m       ***
           ---------------------------------------------------------------------------------------------
             n       ***
           ---------------------------------------------------------------------------------------------
             o      LiveTV System
           ---------------------------------------------------------------------------------------------
             p      Radome for LiveTV System
           ---------------------------------------------------------------------------------------------
             q       ***
           ---------------------------------------------------------------------------------------------
             r       ***
             s       ***
           ---------------------------------------------------------------------------------------------






--------------------
[***] 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.


--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 1 of 6






--------------------------------------------------------------------------------


               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------


1.2.1    With regards to item "e" in Section 1.2 above (***), the following
         shall apply:

         Embraer shall *** to be installed in the Aircraft according to the
         following technical specification:
         ***

         The functionalities of the *** shall be as follows:
         ***

1.2.2    With regards to item "k" in Section 1.2 above (***), the following
         shall apply:

         ***

1.2.3    With regards to item "o" and "p" in Section 1.2 above (LiveTV System
         and Radome for LiveTV System), the Parties hereby delete Article 2.3 of
         Amendment "A" to the Purchase Agreement and replace it with the
         following:

         "2.3 LiveTV ENTERTAINMENT SYSTEM - BIE (Buyer Installed Equipment):

         The technical activities and responsibilities for the development,
         design, integration, tests, certification and installation of the
         LiveTV Systems in the Aircraft ***.

         The Parties shall use commercially reasonable efforts to have the
         LiveTV system certified in the Aircraft by the time of the ***.

         LiveTV System components that shall be provided by Buyer (BFE or BIE)
         shall not be covered by any warranty or guarantee under the Purchase
         Agreement or its attachments and Buyer hereby waives and shall make no
         claims relating to such components and Embraer shall not be responsible
         for ***. Embraer shall also not be responsible for any delay in
         delivery of the Aircraft and ***. THE TERMS OF SECTION 7 OF ATTACHMENT
         "C" TO THE






----------------
[***] 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.


--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 2 of 6





--------------------------------------------------------------------------------


               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------


         PURCHASE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE WITH RESPECT
         TO LIVETV SYSTEMS.

         Buyer agrees to indemnify and hold harmless Embraer and Embraer's
         officers, agents, employees and assignees from and against all
         liabilities, damages, losses, judgments, claims and suits, including
         costs and expenses incident thereto, which may be suffered by, accrued
         against, be charged to or recoverable from Embraer and/or Embraer's
         officers, agents, employees and assignees by reason of loss or damage
         to property or by reason of injury or death of any person resulting
         from or in any way connected with the LiveTV System, except for ***."

1.2.4    With regards to item "q" in Section 1.2 above (***), the following
         shall apply:

         ***

1.2.5    With regards to item "r" in Section 1.2 above (***), the following
         shall apply:

         ***

1.2.6    With regards to item "s" in Section 1.2 above (***), the following
         shall apply:

         ***

2.       SUBJECT

2.1      Article 2.1 of the Purchase Agreement shall be deleted and replaced as
         follows:

         2.1 Embraer shall sell and deliver and Buyer shall purchase and take
         delivery of one hundred and one (101) newly manufactured Aircraft
         ("Firm Aircraft");

3.       AIRCRAFT PRICES

3.1      Aircraft  price for Firm Aircraft:  Due to the changes in the Aircraft
         configuration, Article 3.1 of the Purchase Agreement shall be deleted
         and replaced as follows:

         3.1 ***, Buyer agrees to pay Embraer in United States dollars, the per
         unit Aircraft Basic Price of US$ ***




----------------------
[***] 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.


--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 3 of 6





--------------------------------------------------------------------------------
               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------


         United States dollars***, Buyer agrees to pay Embraer in United States
         dollars, the per unit Aircraft Basic Price of US$ *** United States
         dollars***.

3.2      Aircraft price for Option Aircraft: Due to the changes in the Aircraft
         configuration, Article 21.1 of the Purchase Agreement shall be deleted
         and replaced as follows:

         21.1 The unit basic price of the Option Aircraft (the "Option Aircraft
         Basic Price") shall be US$ *** United States dollars***, provided that
         the Option Aircraft is in the configuration described in Attachment
         "A", otherwise adjustments shall be done for any additions and/or
         deletions of equipment and/or provisioning as may be agreed to by Buyer
         and Embraer from time to time.



4.       DELIVERY

         The Aircraft schedule delivery table in Article 5.1 of the Purchase
         Agreement shall be deleted and replaced as follows:




         -----------------------------------------------------------------------------------------------------
             Firm        Delivery      Firm      Delivery       Firm      Delivery      Firm      Delivery
          Aircraft #      Month     Aircraft #     Month     Aircraft #     Month    Aircraft #     Month
         -----------------------------------------------------------------------------------------------------

               1          ***-05        26        ***-06         51        ***-08        76        ***-09
         -----------------------------------------------------------------------------------------------------
               2          ***-05        27        ***-07         52        ***-08        77        ***-09
         -----------------------------------------------------------------------------------------------------
               3          ***-05        28        ***-07         53        ***-08        78        ***-09
         -----------------------------------------------------------------------------------------------------
               4          ***-05        29        ***-07         54        ***-08        79        ***-09
         -----------------------------------------------------------------------------------------------------
               5          ***-05        30        ***-07         55        ***-08        80        ***-09
         -----------------------------------------------------------------------------------------------------
               6          ***-05        31        ***-07         56        ***-08        81        ***-10
         -----------------------------------------------------------------------------------------------------
               7          ***-05        32        ***-07         57        ***-08        82        ***-10
         -----------------------------------------------------------------------------------------------------
               8          ***-05        33        ***-07         58        ***-08        83        ***-10
         -----------------------------------------------------------------------------------------------------
               9          ***-06        34        ***-07         59        ***-08        84        ***-10
         -----------------------------------------------------------------------------------------------------
              10          ***-06        35        ***-07         60        ***-08        85        ***-10
         -----------------------------------------------------------------------------------------------------
              11          ***-06        36        ***-07         61        ***-08        86        ***-10
         -----------------------------------------------------------------------------------------------------
              12          ***-06        37        ***-07         62        ***-08        87        ***-10
         -----------------------------------------------------------------------------------------------------
              13          ***-06        38        ***-07         63        ***-09        88        ***-10
         -----------------------------------------------------------------------------------------------------
              14          ***-06        39        ***-07         64        ***-09        89        ***-10
         -----------------------------------------------------------------------------------------------------
              15          ***-06        40        ***-07         65        ***-09        90        ***-10
         -----------------------------------------------------------------------------------------------------
              16          ***-06        41        ***-07         66        ***-09        91        ***-10
         -----------------------------------------------------------------------------------------------------
              17          ***-06        42        ***-07         67        ***-09        92        ***-10
         -----------------------------------------------------------------------------------------------------
              18          ***-06        43        ***-07         68        ***-09        93        ***-10
         -----------------------------------------------------------------------------------------------------
              19          ***-06        44        ***-07         69        ***-09        94        ***-10
         -----------------------------------------------------------------------------------------------------
              20          ***-06        45        ***-08         70        ***-09        95        ***-10
         -----------------------------------------------------------------------------------------------------
              21          ***-06        46        ***-08         71        ***-09        96        ***-10
         -----------------------------------------------------------------------------------------------------
              22          ***-06        47        ***-08         72        ***-09        97        ***-10
         -----------------------------------------------------------------------------------------------------
              23          ***-06        48        ***-08         73        ***-09        98        ***-10
         -----------------------------------------------------------------------------------------------------
              24          ***-06        49        ***-08         74        ***-09        99        ***-11
         -----------------------------------------------------------------------------------------------------





----------------------
[***] 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.


--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 4 of 6




--------------------------------------------------------------------------------


               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------






              25          ***-06        50        ***-08         75        ***-09        100       ***-11
         -----------------------------------------------------------------------------------------------------
                                                                                         101       ***-11
         -----------------------------------------------------------------------------------------------------




         A new Article 5.4 shall be added at the end of Article 5 to the
         Purchase Agreement as follows:

         5.4 Firm Aircraft *** shall be the aircraft bearing serial number ***.
         Buyer agrees that Firm Aircraft *** shall have *** by its Contractual
         Delivery Date, and Buyer shall ***.

5.       PERFORMANCE GUARANTEE

         Due to the changes in the Aircraft configuration, Attachment "H"
         (Performance and Weight Guarantee) of the Purchase Agreement shall be
         deleted and replaced by a new Attachment "H" to this Amendment 1.

6.       ***

         ***

7.       CHANGES IN THE ESCALATION FORMULA

         ***


                          [Intentionally left in blank]

--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 5 of 6





--------------------------------------------------------------------------------
               AMENDMENT NO. 1 TO PURCHASE AGREEMENT DCT-025/2003
--------------------------------------------------------------------------------


All other terms and conditions of the Purchase Agreement, which are not
specifically amended by this Amendment 1, shall remain in full force and effect
without any change.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment 1 to the Purchase Agreement to be
effective as of the date first written above.

Embraer - Empresa Brasileira                  JetBlue Airways Corporation
de Aeronautica S.A.


By       :  /s/ Satoshi  Yokota               By       : /s/ Thomas A. Anderson
         --------------------------------              -------------------------
Name     : Satoshi  Yokota                    Name     : Thomas A. Anderson

Title    : Executive Vice President           Title    : Senior Vice President
           Engineering and Development



By       :   /s/ Jose Luis D. Molina
         --------------------------------

Name     : Jose Luis D. Molina



Title    : Director of Contracts
           Airline Market


Date:    July 8, 2005                         Date: July 8, 2005

Place    : Sao Jose Des Campes, SP            Place    :
                                                        ------------------------


Witness:   /s/ Fernando Bueno                 Witness  :
         --------------------------------               ------------------------
Name     : Fernando Bueno                     Name     :
                                                        ------------------------





--------------------------------------------------------------------------------
Amendment No. 1 to Purchase Agreement DCT-025/2003                   Page 6 of 6






--------------------------------------------------------------------------------
                       ATTACHMENT "D" - ESCALATION FORMULA
--------------------------------------------------------------------------------



***




















--------------------
[***] Represents approximately two pages of 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.
--------------------------------------------------------------------------------
Attachment D to PA DCT-025/2003                                     Page 1 of 2

***





--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------

1.       GUARANTEES

         Embraer, subject to the conditions and limitations hereby expressed,
         and considering the Aircraft EMBRAER 190 AR Version equipped with
         Embraer furnished General Electric CF34-10E6 engines, guarantees that
         each Aircraft on the relevant Actual Delivery Date shall comply with
         the following performance:

         1.1      TAKE-OFF
                  The FAA approved take-off field length at a gross weight at
                  the start of the ground roll of *** lb, on a standard day
                  (ISA), at a sea level altitude, zero wind, no obstacles, dry
                  runway, shall not be more than the guarantee value:

                  Guarantee:        *** ft

                  The Aircraft will meet FAA approved minimum climb gradient for
                  one engine inoperative climb, after takeoff at sea level, at a
                  temperature of *** and with takeoff weight not less than the
                  guarantee value:

                  Guarantee:        *** lb

         1.2      LANDING

                  The FAA approved landing field length at a gross weight of ***
                  lb and at a sea level altitude, on a standard day (ISA), no
                  obstacles, shall not be more than the guarantee value:

                  Guarantee:        *** ft

         1.3      CRUISE SPECIFIC AIR RANGE

                  The nautical miles per pounds of fuel at Aircraft gross
                  weights below at the pressure altitudes below in ISA
                  conditions at a true Mach number below shall be:

                  Weight        Altitude         Mach Number     Guarantee

                  *** lb         *** ft             ***            *** NAM/lb

                  *** lb         *** ft             ***            *** NAM/lb

         1.4      SPEED

                  The level flight speed at a gross weight of *** lb, in a
                  standard day (ISA), at an altitude of *** ft and using not
                  more than maximum cruise thrust, shall not be less than the
                  guarantee value:

                  Nominal:      *** KTAS

                  Guarantee:    *** KTAS

         1.5      WEIGHT GUARANTEES



--------------------
[***] 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.


--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 1 of 7






--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------
                  a.   Maximum Take-Off Weight (MTOW): The Aircraft MTOW shall
                       not be less than *** lb.

                  b.   Maximum Landing Weight (MLW): The Aircraft MLW shall not
                       be less than *** lb.

                  c.   Maximum Zero Fuel Weight (MZFW): The Aircraft MZFW shall
                       not be less than *** lb.

                  d.   The Aircraft Equipped Empty Weight (EEW), for Buyer
                       configuration, is guaranteed to be no greater than:


                       Nominal:     *** lb
                       Tolerance:   *** lb
                       Guarantee:   *** lb

      EMBRAER 190 LR - E6 ENGINES - 100 PAX        WEIGHT (KG)     WEIGHT (LB)
      ***                                             ***             ***

      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***

      ***

      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***


-------------------------

[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 2 of 7





--------------------------------------------------------------------------------


                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------

      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***

      ***
                                                      ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***

      ***                                             ***             ***

      ***
                                                      ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***

      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***
      ***                                             ***             ***


------------------------

[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 3 of 7




--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------
         1.7      RANGE GUARANTEE

                  The Aircraft shall be capable of carrying a fixed payload of
                  *** lb (equal to *** passengers at a weight of *** lb each
                  plus *** lb additional cargo), when operated under the
                  conditions defined hereafter, over a still air distance of
                  not less than:

                  Guarantee: *** nautical miles

                  a)  A fixed Basic Operating Weight (BOW) of *** lb, as defined
                      in item 1.5.

                  b)  ISA temperature conditions

                  c)  The departure airport conditions are such as to allow the
                      required Take-Off Weight to be used without restrictions

                  d)  The destination airport conditions are such as to allow
                      the required Landing Weight to be used without
                      restrictions

                  e)  A fixed allowance of ***lb of fuel is considered for
                      engine start up and taxi-out at the departure airport

                  f)  A fixed allowance of ***lb of fuel is considered for
                      take-off and climb to *** ft above sea level with
                      acceleration to initial climb speed

                  g)  Climb from *** ft above the departure airport up to cruise
                      altitude using maximum climb thrust and cruise at a fixed
                      Mach number of *** at optimum flight level and descend to
                      *** ft above the destination airport are conducted in ISA
                      conditions. Climb is made at a speed schedule of *** KCAS
                      below *** ft, then ***KCAS or Mach ***, whichever is
                      slower. At the optimum flight level the aircraft
                      accelerates to ***. Descent is made at a speed schedule of
                      *** KCAS

                  h)  Fixed allowance of *** lb of fuel and *** minutes of time
                      from *** ft above sea level at ISA are considered for
                      approach and landing at the destination airport

                  i)  A fixed allowance of *** lb of fuel is considered for
                      taxi-in at the destination airport.

                  j)  Trip fuel is defined as the cumulative fuel used for
                      take-off, climb, cruise, descent, approach and landing as
                      described in Subparagraphs (f), (g) and (h) above. Stage
                      distance is defined as the sum of the distances covered
                      during climb, cruise, descent, approach and landing as
                      described in Subparagraph (g) and (h) above.

                  k)  At the end of approach and landing at the destination
                      airport a fixed quantity of *** lb of usable fuel remains
                      in the tanks. This represents the cumulative fuel required
                      for FAA reserves for:

                      [ ] *** minutes of continued cruise at cruise altitude at
                          long range cruise speed

                      [ ] diversion to an alternate airport over a still air
                          distance of *** nm.

         1.8      ***



-------------------
[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 4 of 7





--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------

                  ***

2.       AIRCRAFT CONFIGURATION


         2.1      The guarantees stated above are based on the Aircraft
                  configuration as defined in the Technical Description
                  PTD-190/195-Rev.4, dated May 2003, plus specific Buyer
                  configuration options as defined at Attachment "A" to the
                  Purchase Agreement, (hereinafter referred to as the "Detail
                  Specification"). If necessary, appropriate adjustment to
                  this Aircraft Performance Guarantees shall be made for
                  changes in such Detail Specification (including but not
                  limited to Buyer requests for changes, Proposal of Major
                  Changes or any other changes mutually agreed upon between
                  the Buyer and Embraer) approved in writing by the Buyer and
                  Embraer. Such adjustments shall be accounted for by Embraer
                  in its evidence of compliance with the guarantees.

                  In the event a change is made to any law, governmental
                  regulation or requirement, or in the interpretation of any
                  such law, governmental regulation or requirement that
                  affects the certification basis for the Aircraft, and as a
                  result thereof, a change is made to the configuration and/or
                  the performance of the Aircraft in order to obtain
                  certification, the guarantees set forth in this Aircraft
                  Performance Guarantee shall be appropriately modified to
                  reflect any such change.

         2.2      The performance guarantees of Article 1 of this Attachment
                  shall be adjusted by Embraer for the following in its
                  evidence of compliance with such guarantees:

                  a.  Changes to the Detail Specification including Major
                      Changes or any other changes mutually agreed upon
                      between the Buyer and Embraer.

                  b.  The difference between the weight allowances of
                      optional items listed in the Detail Specification and
                      the actual weights.

         2.3      The performance guarantees of Article 1 of this Attachment
                  do not take into account any Aircraft drag penalty
                  associated to the installation of IFE (LiveTV) equipment,
                  such as antennas, connectors, etc. In the event that such
                  equipment are installed prior to the Aircraft delivery,
                  appropriate Aircraft drag adjustments shall be accounted for
                  by Embraer in its evidence of compliance with the
                  guarantees.

3.       GUARANTEE CONDITIONS

         3.1      All guaranteed performance data are based on the ICAO
                  International Standard Atmosphere (ISA) unless otherwise
                  specified. Altitudes are pressure altitudes. The FAA
                  regulations referred to in this Attachment are, unless
                  otherwise specified, the Certification Basis regulations
                  specified in the Aircraft Type Certificate Data Sheet.


------------------------
[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 5 of 7






--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------
         3.2      The takeoff and landing guarantees are based on hard
                  surface, level and dry runways with no wind or obstacles, no
                  clearway or stopway, and with automatic anti-skid operative
                  unless otherwise specified. The takeoff performance is based
                  on no engine bleed for air conditioning or thermal
                  anti-icing and the Auxiliary Power Unit (APU) turned off
                  unless otherwise specified. The improved climb performance
                  procedure will be used for takeoff as required. The landing
                  data is based on the use of automatic spoilers.

         3.3      The cruise specific air range, speed and the climb, cruise
                  and descent portions of the mission guarantees include
                  allowances for normal electrical power extraction and normal
                  operation of the air conditioning system. Normal power
                  extraction shall be defined as not less than a 41 kW total
                  electrical and hydraulic loads. Normal operation of the air
                  conditioning system shall be defined as operation in the
                  automatic mode, with the temperature control set to maintain
                  a nominal cabin temperature of 70 (Degree)F, and all air
                  conditioning systems operating normally. This operation
                  nominally allows a maximum cabin pressure differential of
                  *** lb per square inch, with a nominal Aircraft cabin
                  ventilation rate of *** cu.ft per min at *** ft including
                  passenger cabin recirculation (nominal recirculation is
                  ***%). The APU is turned off unless otherwise specified.

         3.5      The cruise specific air range, speed and the climb, cruise,
                  and descent portions of the mission guarantees are based on
                  an Aircraft center of gravity location of ***% of the mean
                  aerodynamic chord.

         3.6      Performance, where applicable, is based on a fuel Lower
                  Heating Value (LHV) of 18,580 BTU per pound and a fuel
                  density of 6.7 lb per U.S. gallon.

4.       PARTIES' OBLIGATIONS ACCORDING TO THIS GUARANTEE

         4.1      During the Aircraft acceptance to be performed by Buyer in
                  accordance with Article 7 of the Purchase Agreement, Buyer
                  shall check the Aircraft performance specified in Article 1
                  of this Attachment, ***.

         4.2      Embraer's obligations in respect to the guarantees stated in
                  Article 1 of this Attachment are limited to Buyer's right
                  ***, should it be reasonably verified that such Aircraft,
                  during the acceptance procedure specified in Article 7 of
                  the Purchase Agreement, cannot comply with the performances
                  guaranteed hereunder, after Embraer has had a reasonable
                  opportunity to cure such deficiencies in accordance with
                  Article 7 of the Purchase Agreement.

         4.3      In case, during the above mentioned acceptance procedure, it
                  is proven that the Aircraft performance does not comply with
                  the performances

----------------------
[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 6 of 7




--------------------------------------------------------------------------------
                ATTACHMENT "H" - PERFORMANCE AND WEIGHT GUARANTEE
--------------------------------------------------------------------------------
                  specified in Article 1 of this Attachment, ***.

         4.4      Upon acceptance of the Aircraft by Buyer, all obligations of
                  Embraer regarding the Aircraft performance guarantees shall
                  cease.

5.       GUARANTEE COMPLIANCE


         5.1      Compliance with the guarantees of Article 1 of this
                  Attachment shall be based on the conditions specified in
                  that article, the Aircraft configuration contained in
                  Attachment "A" to the Purchase Agreement and the guarantee
                  conditions of Article 3 above.

         5.2      Compliance with the takeoff and landing performance
                  guarantees shall be based on the FAA approved Airplane
                  Flight Manual for the Aircraft.

         5.3      Compliance with the cruise specific air range, speed, and
                  the climb, cruise and descent portions of the mission
                  guarantees shall be established by calculations based on the
                  comparison mentioned in Section 4.1 above.

         5.4      The data derived from tests shall be adjusted as required by
                  conventional methods of correction, interpolation or
                  extrapolation in accordance with established engineering
                  practices to show compliance with the performance guarantee.

         5.5      Compliance with the Equipped Empty Weight guarantee shall be
                  based on information in the appropriate approved weight and
                  balance manual, and associated document or report.

6.       EXCLUSIVE GUARANTEES

         6.1      The only performance guarantees applicable to the Aircraft
                  are those set forth in this document. The performance
                  guarantees set forth herein are established between Buyer
                  and Embraer and may not be transferred or assigned to
                  others, unless by previous written consent of Embraer.

         6.2      THE GUARANTEES, OBLIGATIONS AND LIABILITIES OF EMBRAER, AND
                  REMEDIES OF BUYER SET FORTH IN THIS PERFORMANCE GUARANTEE
                  ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY
                  WAIVES, RELEASES AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS,
                  DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER OR ANY
                  ASSIGNED OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR
                  OTHERWISE, WITH RESPECT TO ANY ACHIEVED PERFORMANCE.

         6.3      The terms and conditions of this performance guarantee do
                  not alter, modify or impair, in any way, the terms and
                  conditions of Attachment "C" (Aircraft Warranty Certificate)
                  to the Purchase Agreement.


----------------------------
[***] 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.

--------------------------------------------------------------------------------
Attachment H to PA DCT-025/2003                                     Page 7 of 7






--------------------------------------------------------------------------------
                                                                    EXHIBIT 10.4
              AMENDMENT No. 1 TO LETTER OF AGREEMENT DCT-026/2003
--------------------------------------------------------------------------------

This Amendment No. 1 to Letter of Agreement DCT-026/2003, dated as of July 8,
2005 ("Amendment 1") relates to Letter Agreement DCT-026/2003 between Embraer -
Empresa Brasileira de Aeronautica S.A. ("Embraer") and JetBlue Airways
Corporation ("Buyer") dated June 9, 2003 as amended from time to time
(collectively referred to herein as "Letter Agreement") This Amendment 1 is
between Embraer and Buyer, collectively referred to herein as the "Parties".

This Amendment 1 sets forth the further agreement between Embraer and Buyer
relative to ***. All capitalized terms used in this Amendment 1 and not defined
herein, shall have the meaning given in the Purchase Agreement, and in case of
any conflict between this Amendment 1, the Letter Agreement and the Purchase
Agreement, the terms of this Amendment 1 shall control.

This Amendment 1 sets forth the further agreement between Embraer and Buyer. All
terms defined in the Purchase Agreement shall have the same meaning when used
herein and in case of any conflict between this Amendment 1 and the Purchase
Agreement, this Amendment 1 shall control.

Now, therefore, for good and valuable consideration, which is hereby
acknowledged, Embraer and Buyer hereby agree as follows:


1. ***


2. The first sentence of Article 5 of the Letter Agreement shall be deleted and
replaced as follows:Embraer will provide Buyer a spare parts credit of ***
United States dollars) per each of the Firm Aircraft effectively delivered to
Buyer. Embraer shall issue such spare parts credits in Sao Jose dos Campos, SP,
Brazil, in (i) *** United States Dollars). *** shall be made available to Buyer
*** prior to the Contractual Delivery Date of the *** Firm Aircraft. Each of ***
shall be made available to Buyer *** and (ii) *** United States dollars) that
shall be made available to Buyer ***. The spare parts credit shall be used by
Buyer for the purchase of Embraer-made spare parts and ground support equipment
from the Embraer - Brazil spare parts facility (except for engines, engine
related parts and APU), on a mutually agreed delivery schedule.

                          [Intentionally left in blank]









----------------------
[***] 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.




--------------------------------------------------------------------------------
Amendment No. 1 to the LOA DCT-026/2003                              Page 1 of 2






--------------------------------------------------------------------------------
              AMENDMENT No. 1 TO LETTER OF AGREEMENT DCT-026/2003
--------------------------------------------------------------------------------

All other terms and conditions of the Letter Agreement, which are not
specifically amended by this Amendment 1, shall remain in full force and effect
without any change.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment 1 to the Letter Agreement to be
effective as of the date first written above.


Embraer - Empresa Brasileira                   JetBlue Airways Corporation
de Aeronautica S.A.


By     :  /s/ Satoshi  Yokota                  By    :  /s/ Thomas A. Anderson
        ---------------------------------             --------------------------

Name   : Satoshi  Yokota                       Name  : Thomas A. Anderson

Title  : Executive Vice President              Title : Senior Vice President
         Engineering and Development



By     :  /s/ Jose Luis D. Molina
        ---------------------------------

Name   : Jose Luis D. Molina



Title  : Director of Contracts
          Airline Market



Date: July 8, 2005                             Date: July 8, 2005

Place  : Sao Jose Des Campes, SP               Place  :
                                                       -------------------------


Witness:   /s/ Fernando Bueno                  Witness:
        ---------------------------------              -------------------------

Name   : Fernando Bueno                        Name   :
                                                       -------------------------



















--------------------------------------------------------------------------------
Amendment No. 1 to the LOA DCT-026/2003                              Page 2 of 2

EXHIBIT 12.1

JETBLUE AIRWAYSCORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands, except ratios)


	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Earnings:
Income before income taxes	$	(3,697	)	$	13,298		$	31,326		$	75,473
Less: Capitalized interest		(3,855	)		(2,477	)		(11,524	)		(5,863	)
Add:
Fixed charges		43,984			29,505			120,801			81,184
Amortization of capitalized interest		211			152			585			428
Adjusted earnings	$	36,643		$	40,478		$	141,188		$	151,222
Fixed charges:
Interest expense	$	27,639		$	13,748		$	72,441		$	35,404
Amortization of debt costs		722			424			1,945			1,108
Rent expense representative of interest		15,623			15,333			46,415			44,672
Total fixed charges	$	43,984		$	29,505		$	120,801		$	81,184
Ratio of earnings to fixed charges		0.83			1.37			1.17			1.86

Exhibit 31.1

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

I, David Neeleman, certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly 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 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: October 25, 2005	By:	/s/ DAVID NEELEMAN
		Chief Executive Officer

Exhibit 31.2

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

I, John Owen, certify that:

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

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: October 25, 2005	By:	/s/ JOHN OWEN
		Executive Vice President and Chief Financial Officer

Exhibit 32.1

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 September 30, 2005, as filed with the Securities and Exchange Commission on October 25, 2005 (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 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.


Date: October 25, 2005	By:	/s/ DAVID NEELEMAN
		Chief Executive Officer

Date: October 25, 2005	By:	/s/ JOHN OWEN
		Executive Vice President and Chief Financial Officer