Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2006

or

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

For the transition period from                      to                      

Commission file number: 000-49728

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)


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

(718) 286-7900

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer     [X]                 Accelerated filer     [ ]                 Non-accelerated filer     [ ]

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

As of June 30, 2006, there were 175,473,545 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 1
  Condensed Consolidated Balance Sheets – June 30, 2006 and December 31, 2005 1
  Consolidated Statements of Income – Three and Six Months Ended June 30, 2006 and 2005 2
  Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2006 and 2005 3
  Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
Item 4. Controls and Procedures 22
PART II.  OTHER INFORMATION  
Item 1. Legal Proceedings 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 6. Exhibits 23


Table of Contents

PART 1.    FINANCIAL INFORMATION

Item 1.    Financial Statements

JETBLUE AIRWAYS CORPORATION

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


  June 30,
2006 		December 31,
2005
  (unaudited)  
ASSETS  
 
CURRENT ASSETS  
 
Cash and cash equivalents $ 6
$ 6
Investment securities 462
478
Receivables, less allowance 72
94
Prepaid expenses and other 81
57
Total current assets 621
635
PROPERTY AND EQUIPMENT  
 
Flight equipment 2,895
2,567
Predelivery deposits for flight equipment 306
298
  3,201
2,865
Less accumulated depreciation 224
180
  2,977
2,685
Other property and equipment 414
352
Less accumulated depreciation 75
59
  339
293
Total property and equipment 3,316
2,978
OTHER ASSETS  
 
Purchased technology, net 37
43
Assets constructed for others 104
30
Other 228
206
Total other assets 369
279
TOTAL ASSETS $ 4,306
$ 3,892
LIABILITIES AND STOCKHOLDERS' EQUITY  
 
CURRENT LIABILITIES  
 
Accounts payable $ 132
$ 99
Air traffic liability 331
243
Accrued salaries, wages and benefits 62
58
Other accrued liabilities 86
53
Short-term borrowings 62
65
Current maturities of long-term debt 169
158
Total current liabilities 842
676
LONG-TERM DEBT 2,287
2,103
DEFERRED TAXES AND OTHER LIABILITIES  
 
Deferred taxes and other 175
172
Construction obligation 84
30
Total deferred taxes and other liabilities 259
202
STOCKHOLDERS' EQUITY  
 
Common stock, 175,473,545 and 172,621,972 shares issued and outstanding in 2006 and 2005, respectively 2
2
Additional paid-in capital 787
764
Retained earnings 127
145
Accumulated other comprehensive income 2
—
Total stockholders' equity 918
911
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,306
$ 3,892

See accompanying notes to condensed consolidated financial statements.

1



Table of Contents

JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in millions, except per share amounts)


  Three Months
Ended
June 30, 		Six Months
Ended
June 30,
  2006 2005 2006 2005
OPERATING REVENUES  
 
 
 
Passenger $ 579
$ 411
$ 1,042
$ 768
Other 33
18
60
34
Total operating revenues 612
429
1,102
802
OPERATING EXPENSES  
 
 
 
Salaries, wages and benefits 134
106
266
204
Aircraft fuel 192
111
352
198
Landing fees and other rents 37
27
75
53
Depreciation and amortization 37
27
71
51
Aircraft rent 25
18
47
36
Sales and marketing 30
20
50
39
Maintenance materials and repairs 23
14
44
28
Other operating expenses 87
66
175
128
Total operating expenses 565
389
1,080
737
OPERATING INCOME 47
40
22
65
OTHER INCOME (EXPENSE)  
 
 
 
Interest expense (42
)
(25
)
(79
)
(46
)
Capitalized interest 7
4
12
8
Interest income and other 13
5
23
8
Total other income (expense) (22
)
(16
)
(44
)
(30
)
INCOME (LOSS) BEFORE INCOME TAXES 25
24
(22
)
35
Income tax expense (benefit) 11
11
(4
)
16
NET INCOME (LOSS) $ 14
$ 13
$ (18
)
$ 19
EARNINGS (LOSS) PER COMMON SHARE:  
 
 
 
Basic $ 0.08
$ 0.08
$ (0.10
)
$ 0.12
Diluted $ 0.08
$ 0.08
$ (0.10
)
$ 0.12

See accompanying notes to condensed consolidated financial statements.

2



Table of Contents

JETBLUE AIRWAYS CORPORATION

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


  Six Months Ended
June 30,
  2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES  
 
Net income (loss) $ (18
)
$ 19
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: 		 
 
Deferred income taxes (4
)
15
Depreciation 63
45
Amortization 10
7
Stock-based compensation 11
1
Changes in certain operating assets and liabilities 80
63
Other, net (13
)
(2
)
Net cash provided by operating activities 129
148
CASH FLOWS FROM INVESTING ACTIVITIES  
 
Capital expenditures (555
)
(388
)
Predelivery deposits for flight equipment (75
)
(92
)
Assets constructed for others (52
)
—
Purchase of held-to-maturity investments (10
)
(5
)
Proceeds from maturities of held-to-maturity investments 5
13
Purchase of available-for-sale securities (350
)
(448
)
Sale of available-for-sale securities 381
368
Other, net (8
)
(4
)
Net cash used in investing activities (664
)
(556
)
CASH FLOWS FROM FINANCING ACTIVITIES  
 
Proceeds from:  
 
Issuance of common stock 12
10
Issuance of long-term debt 385
514
Aircraft sale and leaseback transactions 253
—
Short-term borrowings 34
—
Construction obligation 80
—
Repayment of long-term debt (190
)
(48
)
Repayment of short-term borrowings (37
)
(23
)
Other, net (2
)
(7
)
Net cash provided by financing activities 535
446
INCREASE IN CASH AND CASH EQUIVALENTS —
38
Cash and cash equivalents at beginning of period 6
19
Cash and cash equivalents at end of period $ 6
$ 57

See accompanying notes to condensed consolidated financial statements.

3



Table of Contents

JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation:     Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation and our subsidiaries, collectively ‘‘we’’ or the ‘‘Company’’, with all intercompany transactions and balances having been eliminated. 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 2005 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 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.

Stock-Based Compensation:     Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment , and related interpretations, or SFAS 123(R), to account for stock-based compensation using the modified prospective transition method and therefore will not restate our prior period results. SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25 , Accounting for Stock Issued to Employees , or APB No. 25, and revises guidance in SFAS 123 , Accounting for Stock-Based Compensation . Among other things, SFAS 123(R) requires that compensation expense be recognized in the financial statements for share-based awards based on the grant date fair value of those awards. The modified prospective transition method applies to (a) unvested stock options under our 2002 Stock Incentive Plan, or 2002 Plan, and issuances under our Crewmember Stock Purchase Plan, or CSPP, outstanding as of December 31, 2005 based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123, and (b) any new share-based awards granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Additionally, stock-based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. We have recorded $6 million and $11 million of stock-based compensation expense, net of estimated forfeitures, during the three and six months ended June 30, 2006, respectively, as a result of our adoption of SFAS 123(R). See Note 2 for information on the assumptions we used to calculate the fair value of stock-based compensation.

Prior to January 1, 2006, we accounted for these stock-based compensation plans in accordance with APB No. 25 and related interpretations. Accordingly, compensation expense for a stock option grant was recognized only if the exercise price was less than the market value of our common stock on the grant date. Compensation expense was not recognized under our CSPP as the purchase price of the stock issued thereunder was not less than 85% of the lower of the fair market value of our common stock at the beginning of each offering period or at the end of each purchase period under the plan. Prior to our adoption of SFAS 123(R), as required under the disclosure provisions of SFAS 123, as amended, we provided pro forma net income (loss) and earnings (loss) per common share for each period as if we had applied the fair value method to measure stock-based compensation expense.

SFAS 123(R) requires the benefits associated with tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as

4



Table of Contents

previously required. For the three and six months ended June 30, 2006, we did not record any excess tax benefit generated from option exercises.

The table below summarizes the impact on our results of operations for the three and six months ended June 30, 2006 of outstanding stock options under our 2002 Plan and issuances under our CSPP recognized under the provisions of SFAS 123(R) (in millions, except per share data):


  Three Months Ended
June 30, 2006 		Six Months Ended
June 30, 2006
Stock-based compensation expense:  
 
Issuances under crewmember stock purchase plan $ 4
$ 8
Employee stock options 2
3
Income tax benefit (1
)
(2
)
Net increase in stock-based compensation expense $ 5
$ 9
Effect on earnings (loss) per common share:  
 
Basic $ 0.03
$ 0.05
Diluted $ 0.03
$ 0.05

Prior to our adoption of SFAS 123(R), we presented unearned compensation as a separate component of stockholders' equity. In accordance with the provisions of SFAS 123(R), on January 1, 2006, we reclassified unearned compensation as additional paid-in capital on our balance sheet.

The following table illustrates the effect on net income and earnings per common share for the three and six months ended June 30, 2005 as if we had applied the fair value method to measure stock-based compensation, as required under the disclosure provisions of SFAS No. 123 (in millions, except per share amounts):


  Three Months Ended
June 30, 2005 		Six Months Ended
June 30, 2005
Net income, as reported $ 13
$ 19
Deduct: Stock-based compensation expense determined under the SFAS 123 fair value method, net of tax  
 
Crewmember stock purchase plan (2
)
(4
)
Employee stock options (3
)
(6
)
Pro forma net income $ 8
$ 9
Earnings per common share:  
 
Basic – as reported $ 0.08
$ 0.12
Basic – pro forma $ 0.05
$ 0.06
Diluted – as reported $ 0.08
$ 0.12
Diluted – pro forma $ 0.05
$ 0.06

Note 2 – Stock-Based Compensation

We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards under SFAS 123(R), which is the same valuation technique we previously used for pro forma disclosures under SFAS 123. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and expected volatility. We have reviewed our historical pattern of option exercises and have determined that meaningful differences in option

5



Table of Contents

exercise activity existed among employee job categories. Therefore, for all stock options granted after January 1, 2006, we have categorized these awards into three groups of employees for valuation purposes. We have determined there were no meaningful differences in employee activity under our CSPP due to the nature of the plan.

We estimate the expected term of options granted using an implied life derived from the results of a lattice model, which incorporates our historical exercise and post-vesting employment termination patterns, which we believe are representative of future behavior. The expected term for our CSPP valuation is based on the length of each purchase period as measured at the beginning of the offering period.

We estimate the expected volatility of our common stock at the grant date using a blend of 75% historical volatility of our common stock and 25% implied volatility of two-year publicly traded options on our common stock as of the option grant date. Our decision to use a blend of historical and implied volatility was based upon the volume of actively traded options on our common stock and our belief that historical volatility alone may not be completely representative of future stock price trends.

Our risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. We have never paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. Therefore, we assumed an expected dividend yield of zero.

Additionally, SFAS 123(R) requires us to estimate pre-vesting option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We record stock-based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical pre-vesting forfeiture data. Previously, we accounted for forfeitures as they occurred under the pro forma disclosure provisions of SFAS 123 for periods prior to 2006.

The following table shows our assumptions used to compute the stock-based compensation expense and pro forma information for stock option grants and purchase rights under our CSPP issued during the three and six months ended June 30, 2006 and 2005.


  Stock Options
  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2006 2005 2006 2005
Expected term (years) 4.1 - 6.8 2.5 - 5.9 4.1 - 6.8 2.5 - 5.9
Volatility 44.9% 38.0% 44.3% 38.0%
Risk-free interest rate 5.0% 3.7% 4.8% 3.7%

  CSPP
  Three Months Ended
June 30,
  2006 2005
Expected term (years) 0.5 - 2.0 0.5 - 2.0
Volatility 44.6% 38.0%
Risk-free interest rate 5.0% 3.4%

The weighted average grant date fair value of options granted during the three and six months ended June 30, 2006 was $4.94 and $5.04 per option, respectively. The weighted average grant date fair value of options granted during the three and six months ended June 30, 2005 was $4.90 and $4.99 per option, respectively. Unrecognized stock-based compensation expense was approximately $39 million as of June 30, 2006, relating to a total of nine million unvested stock options under our 2002 Plan and purchase rights under our CSPP. We expect to recognize this stock-based compensation expense over a weighted average period of approximately three years. The total fair value of options vested during the six months ended June 30, 2006 was approximately $1 million.

6



Table of Contents

Stock Incentive Plan:     Prior to December 31, 2005, options issued under our 2002 Plan had vesting terms ranging from three to seven years. For issuances under the 2002 Plan beginning in 2006, we revised the vesting terms so that all options granted will now vest in equal installments over a period of three or five years. All options issued under the 2002 Plan expire 10 years from the date of grant.

The following is a summary of stock option activity for the three and six months ended June 30, 2006:


  Three Months Ended June 30, 2006 Six Months Ended June 30, 2006
  Shares Weighted Average
Exercise Price 		Shares Weighted Average
Exercise Price
Outstanding at beginning of period 31,032,022
$ 11.82
31,086,422
$ 11.52
Granted 2,100,600
10.60
3,229,449
10.81
Exercised (754,877
)
1.70
(1,841,148
)
1.86
Forfeited (168,977
)
14.65
(265,955
)
15.63
Outstanding at June 30, 2006 32,208,768
$ 11.96
32,208,768
$ 11.96

As of June 30, 2006, we had 6,073,971 shares available for future grants. The following is a summary of outstanding stock options at June 30, 2006:


  Options Outstanding Options Vested
Range of
exercise prices 		Shares Weighted
Average
Remaining
Contractual
Life (years) 		Weighted
Average
Exercise
Price 		Aggregate
Intrinsic
Value
(millions) 		Shares Weighted
Average
Remaining
Contractual
Life (years) 		Weighted
Average
Exercise
Price 		Aggregate
Intrinsic
Value
(millions)
$0.33 to $12.29 14,513,001
6.3
$ 6.85
$ 82.1
10,697,444
5.3
$ 5.42
$ 75.8
$12.76 to $29.71 17,695,767
7.8
16.15
—
16,072,643
7.9
15.90
—
  32,208,768
7.2
$ 11.96
$ 82.1
26,770,087
6.9
$ 11.72
$ 75.8

The total intrinsic value, determined as of the date of exercise, of options exercised during the three months and six months ended June 30, 2006 was $7 million and $18 million, respectively. The total intrinsic value of options exercised during the three months and six months ended June 30, 2005 was $5 million and $9 million, respectively. We received $1 million and $3 million in cash from option exercises for the three and six months ended June 30, 2006, respectively.

Stock Purchase Plan:     The following is a summary of CSPP share reserve activity for the six months ended June 30, 2006:


  Shares
Available for future purchases, January 1, 2006 13,706,245
Shares reserved for issuance 5,178,659
Common stock purchased (1,010,456
)
Available for future purchases, June 30, 2006 17,874,448

We received $9 million for shares issued under our CSPP during the six months ended June 30, 2006.

Note 3 – Long-term Debt

During the six months ended June 30, 2006, we issued $193 million in fixed rate equipment notes due through 2018, which are secured by five Airbus A320 aircraft and one EMBRAER 190 aircraft and $69 million in floating rate equipment notes, which are secured by two Airbus A320 aircraft. At June 30, 2006, the weighted average interest rate of all of our long-term debt was 6.3%, and maturities were $93 million for the remainder of 2006, $177 million in 2007, $212 million in 2008, $127 million in

7



Table of Contents

each of 2009 and 2010 and $1.72 billion thereafter. The weighted average interest rate of our outstanding short-term borrowings at June 30, 2006 and December 31, 2005 was 6.9% and 6.1%, respectively.

Through June 2006, we refinanced $123 million of debt associated with five owned Airbus A320 aircraft, which eliminated all financial covenants associated with our debt instruments. In June 2006, we reached an agreement in principle, subject to execution of the definitive agreements, to sell five of our Airbus A320 aircraft in September and October 2006. On June 30, 2006, we filed an automatic shelf registration statement on Form S-3 with the SEC relating to our sale in one or more public offerings of debt securities, pass through certificates, common stock, preferred stock and/or other securities. Through June 30, 2006, we had not issued any securities under this registration statement.

Note 4 – Income Taxes

Our effective tax rate differs from the federal statutory rate primarily due to non-deductible expenses, and is offset somewhat by state tax credits.

Note 5 – Assets Constructed for Others

In November 2005, we executed a lease agreement with the Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at New York's John F. Kennedy International Airport, or JFK, which the PANYNJ will own. For financial reporting purposes only, in accordance with Emerging Issues Task Force Issue 97-10 , The Effect of Lessee Involvement in Asset Construction , we are required to reflect an asset and liability for in-process construction related to this project. The project costs expended to date are reflected as Assets Constructed for Others in other long-term assets and as Construction Obligation in other long-term liabilities in the accompanying condensed consolidated balance sheets. The PANYNJ is reimbursing us for the costs of constructing the project in accordance with the lease. During the six months ended June 30, 2006, we incurred $74 million in project costs, $20 million of which were accrued, and received $80 million in reimbursements from the PANYNJ. At June 30, 2006 and December 31, 2005, we had a current receivable from the PANYNJ of $1 million and $29 million, respectively.

Note 6 – 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 and heating oil financial derivative instruments, which qualify for hedge accounting in accordance with SFAS No. 133 , Accounting for Derivative Instruments and Hedging Activities . Comprehensive income was $14 million for the three months ended June 30, 2006 and comprehensive loss was $16 million for the six months ended June 30, 2006. Comprehensive income was $6 million and $19 million for the three and six months ended June 30, 2005, respectively.

8



Table of Contents

Note 7 – Earnings (Loss) Per Share

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


  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2006 2005 2006 2005
Numerator:  
 
 
 
Net income (loss) $ 14
$ 13
$ (18
)
$ 19
Effect of dilutive securities:  
 
 
 
Interest on convertible debt, net of profit sharing and income taxes —
1
—
—
Net income (loss) applicable to common stockholders after assumed conversion for diluted earnings per share $ 14
$ 14
$ (18
)
$ 19
Denominator:  
 
 
 
Weighted average shares outstanding for basic earnings (loss) per share 174,772
157,402
174,013
156,947
Effect of dilutive securities:  
 
 
 
Employee stock options 6,050
8,831
—
8,671
Convertible debt —
14,620
—
—
Unvested common stock 19
48
—
47
Adjusted weighted average shares outstanding and assumed conversions for diluted earnings (loss) per share 180,841
180,901
174,013
165,665

For the three and six months ended June 30, 2006, a total of 20.8 million shares issuable upon conversion of our convertible debt were excluded from the diluted earnings (loss) per share computation since the assumed conversion would be anti-dilutive. For the three and six months ended June 30, 2005, 6.2 million and 14.7 million shares, respectively, were excluded.

We also excluded 22.3 million and 36.2 million shares issuable upon exercise of outstanding stock options for the three and six months ended June 30, 2006, respectively, from the diluted earnings (loss) per share computation since either their exercise price was greater than the average market price of our common stock or they were otherwise anti-dilutive. For the three and six months ended June 30, 2005, 11.8 million and 11.9 million shares, respectively, were excluded.

Note 8 – Employee Retirement Plan

We sponsor a retirement savings 401(k) defined contribution plan and a profit sharing retirement plan, or the Plan, covering all of our employees. Our contributions expensed for the Plan for the three months ended June 30, 2006 and 2005 were $2 million and $6 million, respectively, and contributions expensed for the Plan for the six months ended June 30, 2006 and 2005 were $5 million and $10 million, respectively.

Note 9 – Commitments

As of June 30, 2006, our firm aircraft orders consisted of 91 Airbus A320 aircraft, 84 EMBRAER 190 aircraft and 32 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 $550 million for the remainder of 2006, $995 million in 2007, $1.05 billion in 2008, $1.18 billion in 2009, $1.23 billion in 2010 and $1.03 billion thereafter.

During the six months ended June 30, 2006, we entered into sale and leaseback transactions for 10 EMBRAER 190 aircraft as well as leases for certain other facilities and equipment. We deferred

9



Table of Contents

$7 million in gains related to these sale and leaseback transactions, which are being recognized on a straight-line basis over their 18-year lease terms as a reduction to aircraft rent expense. Future minimum lease payments associated with these operating leases totaled $385 million at June 30, 2006. These amounts are in addition to the minimum lease payments described in Note 3 to our audited financial statements included in our 2005 Form 10-K.

Note 10 – Financial Instruments and Risk Management

The fair value of our $425 million aggregate principal amount of convertible debt, based on quoted market prices, was $400 million and $438 million at June 30, 2006 and December 31, 2005, respectively. The fair value of our other long-term debt, which approximated its carrying value, was estimated using other fixed rate debt 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 or heating oil option and swap contracts. The following is a summary of our derivative contracts (in millions, except as otherwise indicated):


  2006 2005
At June 30:  
 
Fair value of derivative instruments $ 13
$ 23
Longest remaining term (months) 12
6
Hedged volume (barrels, in thousands) 2,845
1,000

  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2006 2005 2006 2005
Hedge effectiveness gains, net, recognized in aircraft fuel expense $ 5
$ 10
$ 4
$ 18
Hedge ineffectiveness net gains recognized in other income (expense) —
—
1
—
Other hedge net gains recognized in other income (expense) 6
—
8
—
Percentage of actual consumption hedged 61
%
34
%
67
%
30
%

Note 11 – LiveTV

During the three and six months ended June 30, 2006, LiveTV installed in-flight entertainment systems for other airlines on 13 and 26 aircraft, respectively, bringing total installations of these systems for other airlines to 219 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 $22 million and $21 million at June 30, 2006 and December 31, 2005, respectively. Deferred profit to be recognized as income on installations completed through June 30, 2006 will be approximately $2 million for the remainder of 2006, $4 million for each of the next three years and $6 million thereafter.

10



Table of Contents

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

Outlook

For the remainder of the year, we will continue to execute our Return to Profitability, or RTP, plan that was initially implemented in April. This plan focuses on a combination of right-sizing capacity, optimizing revenue sources and introducing new revenue initiatives as well as cost reductions. In the second half of the year, we expect our percentage of system-wide capacity in East-West markets will continue to decrease, with capacity additions focusing more on short- and medium-haul markets. Right-sizing our capacity also includes the anticipated sale of five existing Airbus A320 aircraft in September and October 2006. We expect the year-over-year upward trend in our average fares to continue through 2006, despite the anticipated decrease in average stage length. The expected increases in average fares, however, are not enough to combat the rising cost of aircraft fuel. Therefore, we are undertaking several cost-reduction initiatives, including improving fuel efficiency, increasing the use of supply chain management, reducing the number of full-time equivalent employees to 80 per aircraft, and institutionalizing a commitment to low-cost spending practices in all areas of our operations. We expect to achieve approximately $60 million of net revenue and expense savings as a result of these initiatives through the remainder of the year.

We expect our full-year operating capacity to increase approximately 20% to 22% over 2005 with the addition of 10 new Airbus A320 aircraft and 10 new EMBRAER 190 aircraft to our operating fleet during the remainder of 2006. The shorter range EMBRAER 190 aircraft, which is expected to represent 5% of our total estimated 2006 operating capacity, as well as shifting some of our Airbus A320 aircraft away from East-West flying, will result in an expected 12% decrease in 2006 average stage length. While the shorter average stage length will result in higher unit costs, we expect the increase in unit revenues to be higher than the increase in unit costs.

Fuel costs continue to rise and may increase further. We expect to incur higher fuel costs as a result of higher underlying fuel prices, as we have hedged only 40% of our remaining anticipated fuel requirements for 2006. As of June 30, 2006, 15% of our forecasted remaining consumption for the year was hedged with crude oil at an average of $68 per barrel, with upside protection capped at $85 per barrel, and 25% was hedged with heating oil at an average price of $2.10 per gallon, as compared to having 20% of our 2005 consumption hedged with crude oil at an average of $30 per barrel. Assuming fuel prices of $2.09 per gallon, net of effective hedges, our cost per available seat mile for 2006 is expected to increase by 14% to 16% over 2005 and our operating margin is expected to be between 2% and 4%.

Results of Operations

The U.S. domestic airline environment continues to be extremely challenging primarily due to aircraft fuel prices that remain at all-time highs. During the second quarter, we implemented our RTP plan, which contributed to our profitability this quarter. Average fares for the quarter increased 15% over 2005 to $127.87 and load factor declined 5.5 points to 82.2% from the same period of 2005. Compared to the first quarter of 2006, average fares increased 20% from $106.86 and load factor declined 2.0 points from 84.2%.

Our on-time performance, defined by the U.S. Department of Transportation as arrivals within 14 minutes of schedule, was 77.9% in the second quarter of 2006 compared to 76.0% for the same period in 2005. Our on-time performance and reliability of the EMBRAER 190 continues to improve as we gain additional experience with this new aircraft type. As a result, we plan to increase average daily utilization by maintaining fewer spare aircraft in the third quarter. Our on-time performance was also affected by our commitment to operate our scheduled flights whenever possible, as reflected by our 99.8% and 99.7% completion factors in the second quarters of 2006 and 2005, respectively.

11



Table of Contents

Three Months Ended June 30, 2006 and 2005

Our net income for the three months ended June 30, 2006 was $14 million compared to net income of $13 million for the three months ended June 30, 2005. Diluted earnings per share was $0.08 for the second quarter of both 2006 and 2005. Our operating income for the three months ended June 30, 2006 was $47 million compared to operating income of $40 million for the same period in 2005 and our operating margin was 7.7%, a decrease of 1.7 points from the same period in 2005.

Operating Revenues.     Operating revenues increased 42%, or $183 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 38% increase in departures, or $64 million, and a 22% increase in yield, or $104 million, drove the increase in passenger revenues of $168 million for the three months ended June 30, 2006. Although our load factor was 5.5 points lower than that of last year, the increase in our yields has more than compensated for this decrease and we expect that yields for the full year will also be higher than 2005.

Other revenue increased 81%, or $15 million, primarily due to increased change fees of $6 million resulting from more passengers and increased adherence to related company policies, increases in LiveTV third party revenues of $3 million and the marketing component of TrueBlue point sales of $2 million.

Operating Expenses.     Operating expenses increased 45%, or $176 million, due primarily to an average of 28 additional aircraft in service in 2006 and a 38% increase in fuel cost per gallon. Operating capacity increased 23% to 7.2 billion available seat miles due to having 38% more average aircraft in service offset partly by the usage of the EMBRAER 190 in 2006, which has lower utilization than the Airbus A320. Average stage length decreased 8% due to capacity reductions in our East-West markets and operation of the shorter-range EMBRAER 190. Operating expenses per available seat mile increased 18% to 7.83 cents for the three months ended June 30, 2006. Had fuel prices remained at the 2005 levels, our cost per available seat mile, or CASM, would have increased by 9% to 7.26 cents. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers):


  Three Months Ended
June 30, 		Percent
Change
  2006 2005
  (in cents)  
Operating expenses:  
 
 
Salaries, wages and benefits 1.86
1.81
3.1
%
Aircraft fuel 2.66
1.91
39.9
%
Landing fees and other rents .52
.46
12.8
%
Depreciation and amortization .52
.45
14.2
%
Aircraft rent .34
.31
9.9
%
Sales and marketing .41
.35
18.0
%
Maintenance materials and repairs .32
.23
35.2
%
Other operating expenses 1.20
1.13
6.2
%
Total operating expenses 7.83
6.65
17.8
%

Salaries, wages and benefits increased 27%, or $28 million, due primarily to an increase in average full-time equivalent employees of 32% and $6 million in non-cash stock-based compensation expense, partially offset by $4 million of lower profit sharing in 2006 compared to 2005. Cost per available seat mile increased 3% as a result of increased stock-based compensation expense, offset by reduced hiring.

Aircraft fuel expense increased 72%, or $81 million, due to 19 million more gallons of aircraft fuel consumed resulting in $28 million of additional fuel expense and, after the impact of fuel hedging, a 38% increase in average fuel cost per gallon, or $53 million. Aircraft fuel prices remain at historically high levels, with our average fuel cost per gallon at $2.06 for the second quarter of 2006 compared to $1.50 for the second quarter of 2005. Our fuel consumption per block hour decreased 4% due to utilization of the smaller EMBRAER 190 aircraft and various fuel conservation initiatives. Had fuel consumption per block hour remained constant, our fuel expense would have been higher by $8 million. Cost per available seat mile increased 40% due to the increase in fuel prices.

12



Table of Contents

Landing fees and other rents increased 39%, or $10 million, due to a 38% increase in departures over 2005 and higher average landing fee rates. Cost per available seat mile increased 13% due primarily to ground rents associated with our new terminal under construction at New York's John F. Kennedy International Airport, or JFK, as well as higher rates.

Depreciation and amortization increased 41%, or $10 million, due primarily to having 16 more average owned aircraft during the three months ended June 30, 2006 compared to the same period in 2005. Cost per available seat mile increased 14% as a result of our new seven gate temporary facility at JFK, hangars, training center and flight simulators.

Aircraft rent increased 35%, or $7 million, due to leasing 15 new EMBRAER 190 aircraft. Cost per available seat mile increased 10% due to a higher percentage of our aircraft fleet being leased.

Sales and marketing expense increased 45%, or $10 million, due to $5 million in higher credit card fees resulting from increased passenger revenues and $5 million in increased advertising expenses. On a cost per available seat mile basis, sales and marketing expense increased 18% primarily due to more advertising related to the launch of a new advertising campaign. We currently book all of our reservations through a combination of our website and our agents (79% and 21% in 2006, respectively); however, we are evaluating other forms of distribution.

Maintenance materials and repairs increased 67%, or $9 million, due to an average of 28 additional operating aircraft in 2006 compared to the same period in 2005 and a gradual aging of our fleet. Cost per available seat mile increased 35% due primarily to operating under engine and airframe third-party maintenance contracts in 2006, compared to expensing these repairs on a time and materials basis in the same period of 2005 when we also benefited from one-time warranty coverage on our engines. This increase was partially offset by three fewer airframe checks in 2006 compared to 2005. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 31%, or $21 million, primarily due to higher variable costs associated with increased capacity and number of passengers served. Cost per available seat mile increased 6%.

Other Income (Expense).     Interest expense increased 65%, or $17 million, due primarily to the debt financing of 16 additional aircraft, six flight simulators and our Orlando hangar and training facility, which resulted in $9 million in additional interest expense, and higher rates, which resulted in $7 million in additional interest expense. Interest expense also includes the accretion of interest of $1 million related to our construction obligation for the new terminal at JFK, which was also capitalized and contributed to the $3 million increase in capitalized interest. Interest income and other increased 161%, or $8 million, primarily due to fuel hedge gains of $6 million and higher interest rates on our investment securities in 2006.

Income Tax Expense (Benefit).     Our effective tax rate for the three months ended June 30, 2006 was 45% compared to 46% for same period in 2005. Our second quarter 2006 rate differs from the statutory rate due to the non-deductibility of certain items for tax purposes and the relationship of these items to our operating results for the quarter. The impact of these non-deductible items could result in our full year effective tax rate differing significantly from that of our second quarter rate.

Six Months Ended June 30, 2006 and 2005

We had a net loss of $18 million for the six months ended June 30, 2006 compared to net income of $19 million for the six months ended June 30, 2005. Diluted loss per share was $0.10 for the six months ended June 30, 2006 compared to diluted earnings per share of $0.12 for the same period in 2005. Our operating income for the six months ended June 30, 2006 was $22 million compared to $65 million for the same period in 2005 and our operating margin was 2.0%, a decrease of 6.1 points from the same period in 2005.

13



Table of Contents

Operating Revenues.     Operating revenues increased 37%, or $300 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 36% increase in departures, or $153 million, and a 13% increase in yield, or $121 million, drove the increase in passenger revenues of $274 million for the six months ended June 30, 2006. Other revenues increased 74%, or $26 million, primarily due to increased change fees of $8 million resulting from more passengers and increased adherence to related company policies, increases in LiveTV third party revenues of $6 million and the marketing component of TrueBlue point sales of $5 million.

Operating Expenses.     Operating expenses increased 47%, or $343 million, due to an average of 26 additional aircraft in service in 2006 and a 40% increase in fuel cost per gallon. Operating capacity increased 25% to 13.8 billion available seat miles. Average stage length decreased 6% due to capacity reductions in our East-West markets and operation of the shorter-range EMBRAER 190 in 2006. Operating expenses per available seat mile increased 17% to 7.84 cents for the six months ended June 30, 2006. Had fuel prices remained at the 2005 levels, our cost per available seat mile would have increased 8% to 7.20 cents. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers):


  Six Months Ended
June 30, 		Percent
Change
  2006 2005
  (in cents)  
Operating expenses:  
 
 
Salaries, wages and benefits 1.93
1.85
4.4
%
Aircraft fuel 2.56
1.80
42.3
%
Landing fees and other rents .54
.48
13.2
%
Depreciation and amortization .52
.46
11.8
%
Aircraft rent .34
.33
4.2
%
Sales and marketing .36
.36
0.5
%
Maintenance materials and repairs .32
.24
28.7
%
Other operating expenses 1.27
1.17
8.6
%
Total operating expenses 7.84
6.69
17.1
%

Salaries, wages and benefits increased 31%, or $62 million, due to an increase in average full-time equivalent employees of 33% and $11 million in non-cash stock-based compensation expense offset in part by recording $6 million less profit sharing in 2006 compared to 2005. Cost per available seat mile increased 4% principally as a result of stock-based compensation expense.

Effective January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment , which requires us to record the fair value of stock options granted under our 2002 Stock Incentive Plan and purchase rights issued under our stock purchase plan. Because we elected to use the modified prospective transition method, results for prior periods have not been restated. At June 30, 2006, there was $39 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all of our equity compensation plans. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. We expect to recognize that cost over the remaining vesting period of five years. See Notes 1 and 2 to our condensed consolidated financial statements for more information regarding the adoption of this standard.

Aircraft fuel expense increased 78%, or $154 million, due to 38 million more gallons of aircraft fuel consumed resulting in $54 million of additional fuel expense and, after the impact of fuel hedging, a 40% increase in average fuel cost per gallon, or $100 million. Aircraft fuel prices remain at historically high levels, with our average fuel price per gallon at $1.97 compared to $1.41 for the six months ended June 30, 2005. Our fuel consumption per block hour decreased 2% due to utilization of the more fuel efficient EMBRAER 190 aircraft and various fuel conservation initiatives. Had fuel consumption per block hour remained constant, our fuel expense would have been higher by $9 million. Cost per available seat mile increased 42% primarily due to the increase in average fuel cost per gallon.

14



Table of Contents

Landing fees and other rents increased 42%, or $22 million, due to a 36% increase in departures over 2005 and higher average landing fee rates. Cost per available seat mile increased 13% primarily due to ground rents associated with our new terminal under construction at JFK. Landing fees and other rents are expected to increase approximately $5 million for the remainder of 2006 as a result of ground rent at this new terminal.

Depreciation and amortization increased 40%, or $20 million, due primarily to having 16 more average owned aircraft during the six months ended June 30, 2006 compared to the same period in 2005. Cost per available seat mile increased 12% as a result of our new seven gate temporary facility at JFK, hangars, training center and flight simulators.

Aircraft rent increased 30%, or $11 million, due to 15 new EMBRAER 190 aircraft leases. Cost per available seat mile increased 4% due to a higher percentage of our aircraft fleet being leased.

Sales and marketing expense increased 26%, or $11 million, due to $8 million in higher credit card fees resulting from increased passenger revenues and $3 million in increased advertising expenses. On a cost per available seat mile basis, sales and marketing expense increased slightly due to higher credit card fees. We currently book all of our reservations through a combination of our website and our own agents (81% and 19% in 2006, respectively).

Maintenance materials and repairs increased 61%, or $16 million, due to 26 more average operating aircraft in 2006 compared to the same period in 2005 and a gradual aging of our fleet. Cost per available seat mile increased 29% due primarily to operating under engine and airframe maintenance third-party contracts in 2006, compared to expensing these repairs on a time and materials basis in the same period of 2005 when we also benefited from one-time warranty coverage on our engines.

Other operating expenses increased 36%, or $47 million, due to higher variable costs associated with increased capacity and number of passengers served. Cost per available seat mile increased 9% due to a 6% decrease in average stage length, higher personnel costs, fuel related taxes and maintenance related to our new facilities; and as a result of more LiveTV third-party installations.

Other Income (Expense).     Interest expense increased 72%, or $33 million, due to the debt financing of 16 additional aircraft, six flight simulators, and interest on our 3¾% convertible debentures resulting in $17 million of additional interest expense, and higher rates, which resulted in $14 million in additional interest expense. Interest expense also includes the accretion of interest of $2 million related to our construction obligation for the new terminal at JFK, which was also capitalized and contributed to the $4 million increase in capitalized interest, along with higher interest rates. Interest income and other increased 187%, or $15 million, primarily due to fuel hedge gains of $9 million and higher interest rates in 2006.

15



Table of Contents

The following table sets forth our operating statistics for the three and six months ended June 30, 2006 and 2005:


  Three Months Ended
June 30, 		Percent
Change 		Six Months Ended
June 30, 		Percent
Change
  2006 2005 2006 2005
Operating Statistics:  
 
 
 
 
 
Revenue passengers (thousands) 4,525
3,696
22.4
8,860
7,096
24.9
Revenue passenger miles (millions) 5,924
5,125
15.6
11,460
9,559
19.9
Available seat miles (ASMs) (millions) 7,202
5,846
23.2
13,779
11,015
25.1
Load factor 82.2
%
87.7
%
(5.5
) pts.
83.2
%
86.8
%
(3.6
)pts.
Breakeven load factor (1) 79.5
%
82.0
%
(2.5
)pts.
85.4
%
82.5
%
2.9
  pts.
Aircraft utilization (hours per day) 13.0
13.7
(5.6
)
12.9
13.5
(4.3
)
Average fare $ 127.87
$ 111.26
14.9
$ 117.59
$ 108.25
8.6
Yield per passenger mile (cents) 9.77
8.02
21.7
9.09
8.04
13.1
Passenger revenue per ASM (cents) 8.03
7.03
14.2
7.56
6.97
8.4
Operating revenue per ASM (cents) 8.48
7.34
15.6
7.99
7.28
9.7
Operating expense per ASM (cents) 7.83
6.65
17.8
7.84
6.69
17.1
Operating expense per ASM, excluding fuel (cents) 5.17
4.74
9.0
5.28
4.89
7.9
Airline operating expense per ASM (cents) (1) 7.77
6.58
18.1
7.76
6.63
17.2
Departures 37,688
27,382
37.6
72,105
53,019
36.0
Average stage length (miles) 1,253
1,369
(8.4
)
1,249
1,332
(6.2
)
Average number of operating aircraft during period 102.6
74.3
38.1
99.1
72.6
36.5
Average fuel cost per gallon $ 2.06
$ 1.50
37.8
$ 1.97
$ 1.41
39.7
Fuel gallons consumed (millions) 93
75
25.1
179
141
27.4
Percent of sales through jetblue.com during period 79.5
%
77.4
%
2.1
pts.
80.8
%
76.9
%
3.9
  pts.
Full-time equivalent employees at period end (1)  
 
 
9,337
7,284
28.2
(1) Excludes operating expenses and employees of LiveTV, LLC which are unrelated to our airline operations.

The following table reconciles our operating expenses reported in accordance with U.S. generally accepted accounting principles, or GAAP, with those that we would have realized had aircraft fuel prices remained at the 2005 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, in addition to the impact of hedging activities. We believe that the presentation of this non-GAAP financial measure 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, and continue to have, 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.

16



Table of Contents
  Three Months Ended
June 30, 2006 		Six Months Ended
June 30, 2006
  $ CASM $ CASM
  (dollars in millions; CASM in cents)
Operating expenses as reported $ 565
7.83
1,080
7.84
Less: Reported aircraft fuel (192
)
(2.66
)
(352
)
(2.56
)
Add: Aircraft fuel at 2005 cost per gallon 139
1.93
252
1.83
Profit sharing impact 12
0.16
12
0.08
Fuel neutral operating expenses $ 524
7.26
$ 992
7.20

Liquidity and Capital Resources

At June 30, 2006, we had cash and cash equivalents of $6 million and investment securities of $462 million compared to cash and cash equivalents of $6 million and investment securities of $478 million at December 31, 2005. Cash flows from operating activities were $129 million for the six months ended June 30, 2006 compared to $148 million for the six months ended June 30, 2005. The decrease in operating cash flows was primarily a result of the increase in fuel price, offset partially 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 two short-term borrowing facilities for certain aircraft predelivery deposits. At June 30, 2006, we had $62 million in borrowings outstanding under these facilities.

Investing Activities.     During the six months ended June 30, 2006, capital expenditures related to our purchase of flight equipment included expenditures of $477 million for seven aircraft, $75 million for flight equipment deposits and $26 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $52 million. Net cash provided by the purchase and sale of available-for-sale securities was $31 million.

During the six months ended June 30, 2005, capital expenditures related to our purchase of flight equipment included expenditures of $269 million for eight Airbus A320 aircraft, $92 million for flight equipment deposits and $36 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $83 million. Net cash used in the purchase and sale of available-for-sale securities was $80 million.

Financing Activities.     Financing activities for the six months ended June 30, 2006 consisted of (1) the sale and leaseback over 18 years of ten EMBRAER 190 aircraft for $253 million by a U.S. leasing institution, (2) our issuance of $193 million in 12-year fixed rate equipment notes to various European banks secured by five Airbus A320 aircraft and one EMBRAER 190 aircraft, (3) our issuance of $69 million in floating-rate equipment notes secured by two Airbus A320 aircraft to various European banks, (4) scheduled maturities of $144 million of debt, (5) the refinancing of $123 million in debt that is secured by five Airbus A320 aircraft, and (6) proceeds from our construction obligation for the new terminal at JFK of $80 million.

On June 29, 2006, we filed an automatic shelf registration statement with the SEC relating to our sale in one or more public offerings of debt securities, pass through certificates, common stock, preferred stock and/or other securities. The net proceeds of any securities we sell under this registration statement may be used to fund working capital and capital expenditures, including the purchase of aircraft and construction of facilities on or near airports. Through June 30, 2006, we had not issued any securities under this registration statement.

Financing activities for the six months ended June 30, 2005 consisted primarily of (1) the financing of eight aircraft with $265 million in floating rate equipment notes purchased with proceeds from our public offering of Series 2004-2 pass-through certificates, (2) the issuance of $250 million of 3¾% convertible debentures, raising net proceeds of approximately $243 million, and (3) scheduled maturities of debt of $48 million.

17



Table of Contents

Working Capital.     We had a working capital deficit of $221 million at June 30, 2006, 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 one of our remaining 2006 deliveries, as our anticipated cash flow from operations will not be adequate to cover the acquisition cost of this aircraft. Assuming that we utilize the predelivery short-term borrowing facilities 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 June 30, 2006 include the following (in millions):


  Payments due in
  Total 2006 2007 2008 2009 2010 Thereafter
Long-term debt (1) $ 3,791
$ 173
$ 324
$ 343
$ 245
$ 236
$ 2,470
Lease commitments 2,034
103
201
186
164
149
1,231
Flight equipment obligations 6,030
550
995
1,045
1,180
1,230
1,030
Short-term borrowings 62
62
—
—
—
—
—
Financing obligations and other (2) 2,348
98
92
112
133
144
1,769
Total $ 14,265
$ 986
$ 1,612
$ 1,686
$ 1,722
$ 1,759
$ 6,500
(1) Includes actual interest and estimated interest for floating-rate debt based on June 30, 2006 rates.
(2) Amounts include noncancelable commitments for the purchase of goods and services.

In March 2006, we fully repaid notes on two of our Airbus A320 aircraft, which resulted in the elimination of all financial covenants associated with our debt instruments. Other than the elimination of these financial covenants, there have been no material changes in the terms of our debt instruments from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources included in our 2005 Form 10-K. We are not subject to any financial covenants in any of our new debt obligations issued in 2006. We have $119 million of restricted cash pledged under standby letters of credit related to certain of our leases, $80 million of which will expire in 2007 and the remainder at the end of the related lease terms.

In November 2005, we executed a 30-year lease agreement with the Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at JFK with occupancy projected in early 2009, which for financial reporting purposes only, is being accounted for as a financing obligation. JetBlue has committed to rental payments under the lease, including ground rents for the new terminal site, which began on lease execution and are included as part of lease commitments in the table above. Facility rents are anticipated to commence upon the date of our beneficial occupancy of the new terminal and are included as part of financing obligations and other in the table above.

As of June 30, 2006, we operated a fleet of 91 Airbus A320 aircraft and 16 EMBRAER 190 aircraft, of which 67 were owned and 40 were leased under operating leases, and have taken delivery of one Airbus A320 and one leased EMBRAER 190 aircraft, which are not yet in revenue service. The average age of our fleet was 2.6 years at June 30, 2006.

18



Table of Contents

As of June 30, 2006, we had on order 91 Airbus A320 aircraft and 84 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
Year Airbus
A320 		EMBRAER
190 		End of Year
Cumulative
Total Fleet (1) 		Airbus
A320 		EMBRAER
190 		End of Year
Cumulative
Total Fleet (2)
Remainder of 2006 9
9
122
—
—
122
2007    12
   18
152
—
—
152
2008 12
18
182
2
—
184
2009 16
18
216
4
—
222
2010 18
18
252
4
—
262
2011 18
3
273
6
15
304
2012 6
—
279
   16
18
344
2013 —
—
 
18
18
380
2014 —
—
 
—
18
398
2015 —
—
 
—
18
416
2016 —
—
 
—
13
429
  91
84
 
50
100
 
(1) Assumes the sale of five of our existing A320 aircraft currrently in revenue service anticipated to occur in September and October in 2006.
(2) Assumes all options are exercised.

Committed expenditures for our 175 firm aircraft and 32 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt and lease financing has been arranged for all but one of our remaining 2006 Airbus A320 and all 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. Capital expenditures for facility improvements, spare parts and ground purchases, excluding those related to the construction of the new terminal at JFK, are expected to be approximately $100 million for the remainder of 2006.

Off-Balance Sheet Arrangements

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

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

19



Table of Contents

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

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

Critical Accounting Policies and Estimates

Other than the updated discussion of stock-based compensation below, there have been no other material changes to our critical accounting policies and estimates from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included in our 2005 Form 10-K.

Stock-Based Compensation.     All of our employees can purchase shares of our common stock at 85% of the lower of the fair market value per share at the beginning of the offering period or on the purchase date under our stock purchase plan. Purchase dates occur on the last business day of April and October each year. We also grant options to purchase our common stock to certain of our employees. The benefits provided under these plans are stock-based payments subject to SFAS No. 123(R), which we adopted on January 1, 2006.

We estimate the fair value of options granted using the Black-Scholes-Merton option pricing model and the assumptions shown in Note 2 to our condensed consolidated financial statements. We estimate the expected term of options granted using our historical exercise and post-vesting employment termination patterns, which we believe are representative of future behavior. We estimate the expected volatility of our common stock at the grant date using a blend of 75% historical volatility of our common stock and 25% implied volatility of two-year publicly traded options on our common stock as of the option grant date. Our decision to use a blend of historical and implied volatilities was based upon the volume of actively traded options on our common stock and our belief that historical volatility alone may not be completely representative of future stock price trends. Our risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. We have never paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. Therefore, we assumed an expected dividend yield of zero. We record stock-based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical pre-vesting forfeiture data and periodically will revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

We may elect to use different assumptions under the Black-Scholes-Merton option pricing model in the future if there is a difference between the assumptions used in determining stock-based compensation cost and the actual factors which become known over time.

The guidance in FAS 123(R) is relatively new and best practices are not well established. The application of these principles may be subject to further interpretation and refinement over time. There are significant differences among valuation models and there is a possibility that we will adopt different valuation models and assumptions in the future. This may result in a lack of comparability with other companies that use different models, methods and assumptions and in a lack of consistency in future periods.

New Accounting Standard

In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes - An interpretation of FASB Statement No. 109,’’ or FIN 48, which clarifies the accounting and disclosure requirements for uncertainty in tax positions, as defined. We are currently evaluating the provisions of FIN 48, which is effective for fiscal years beginning after December 15, 2006.

20



Table of Contents

Other Information

New Service.     We continue to add new destinations, as reflected by our new daily non-stop service planned to Nashville, Tennessee in August 2006; Oranjestad, Aruba, Houston, Texas, Sarasota/Bradenton, Florida and Tuscon, Arizona in September 2006; Columbus, Ohio in October 2006; and Cancun, Mexico in the fourth quarter of 2006.

Recent Awards.     In May 2006, JetBlue was named ‘‘Best Low Cost/No Frills Airline’’ by OAG, a global travel and transport information company, as part of their 2006 Airline of the Year Awards. In June 2006, we were rated the best low-cost airline in North America by SkyTrax Research’s World Airline Awards. In July 2006, JetBlue was rated 2006 World’s Best Domestic Airline Award by readers of Travel + Leisure magazine.

Attempted Labor Organizing.     In May 2006, the International Association of Machinists and Aerospace Workers (IAM) filed a petition with the National Mediation Board (NMB) seeking to represent our ground operations, provisioning and related-position employees. On July 18, 2006, the NMB dismissed the IAM's petition for ‘‘insufficient showing of interest’’ because the minimum number of employees in the targeted group did not support holding an election.

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

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2005 Form 10-K.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2005 Form 10-K, except as follows:

Aircraft Fuel.     As of June 30, 2006, we had hedged approximately 40% of our expected remaining 2006 fuel requirements using crude and heating oil options and swaps. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the June 30, 2006 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 $95 million, compared to an estimated $52 million for 2005 measured as of June 30, 2005. See Note 10 to our unaudited condensed consolidated financial statements for additional information.

21



Table of Contents

Fixed Rate Debt.     On June 30, 2006, our $425 million aggregate principal amount of convertible debt had an estimated fair value of $400 million, based on quoted market prices.

Item 4.    Controls and Procedures.

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 defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2006. 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 within the time periods 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.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22



Table of Contents

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings.

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

Item 4.    Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on May 18, 2006, our stockholders approved the election of the persons named below to our Board of Directors for a three-year term expiring in 2009 by the vote indicated below:


  For Withheld
Dr. Kim Clark 144,674,429
3,889,562
Angela Gittens 147,311,333
1,252,658
Joel Peterson 144,979,057
3,584,934
Ann Rhoades 139,774,262
8,789,729

There were no broker non-votes on this matter. Following the meeting, the terms of office of our other directors, David Barger, David Checketts, Michael Lazarus, Neal Moszkowski, David Neeleman, and Frank Sica continued.

Additionally, at our annual meeting, our stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006 by the vote indicated below:


  For Against Abstain
Ernst & Young LLP 146,684,408
1,454,827
424,756

There were no broker non-votes on this matter.

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.

23



Table of Contents

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: July 25, 2006 By: /s/ HOLLY NELSON
    Senior Vice President and Controller
(principal accounting officer)


Table of Contents

EXHIBIT INDEX


Exhibit
Number 		Exhibit
10 .1+
Amendment No. 26 to Airbus A320 Purchase Agreement between AVSA, S.A.V.L. and JetBlue Airways Corporation, dated as of February 27, 2006
10 .2+
Amendment No. 27 to Airbus A320 Purchase Agreement between AVSA, S.A.V.L. and JetBlue Airways Corporation, dated as of April 25, 2006
10 .3+
Side Letter No. 20 to V2500 General Terms of Sale between IAE International Aero Engines AG and JetBlue Airways Corporation, dated July 6, 2006.
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. 26

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 26 (hereinafter referred to as the ‘‘Amendment’’) is entered into as of February 27, 2006 between AVSA, S.A.R.L., a société à responsabilité limitée 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, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005 and Amendment No. 25 dated as of November 23, 2005 is hereinafter called the ‘‘Agreement’’;

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

WHEREAS the Seller is willing to accommodate the Buyer with respect to the foregoing under the terms and conditions set forth herein,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.  DEFINITIONS
1.1  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:

Aircraft CaC Id 104 420 from *** 2006 to ***2006 and

2.2  As a consequence Paragraphs 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
[***] 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.

2




CAC Id No. Rank No. Aircraft Delivery  
41 207 No. 10 Pre-Amendment No. 16 Aircraft *** 2001
41 208 No. 11 Pre-Amendment No. 16 Aircraft *** 2001
41 209 No. 12 Pre-Amendment No. 16 Aircraft *** 2001
41 228 No. 13 Pre-Amendment No. 16 Aircraft *** 2001
41 211 No. 14 Pre-Amendment No. 16 Aircraft *** 2002
41 212 No. 15 Pre-Amendment No. 16 Aircraft *** 2002
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
[***] 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.

3




CAC Id No. Rank No. Aircraft Delivery  
41 247 No. 49 Pre-Amendment No. 16 Aircraft *** 2004
41 248 No. 50 Pre-Amendment No. 16 Aircraft *** 2004
104 404 No. 51 Pre-Amendment No. 16 Aircraft *** 2004
104 405 No. 52 Pre-Amendment No. 16 Aircraft *** 2004
41 230 No. 53 Pre-Amendment No. 16 Aircraft *** 2004
104 406 No. 54 Pre-Amendment No. 16 Aircraft *** 2004
124 967 No. 55 Amendment No.16 Firm Aircraft *** 2004
104 415 No. 56 Pre-Amendment No. 16 Aircraft *** 2004
104 407 No. 57 Pre-Amendment No. 16 Aircraft *** 2004
104 408 No. 58 Pre-Amendment No. 16 Aircraft *** 2004
124 968 No. 59 Amendment No.16 Firm Aircraft *** 2004
104 409 No. 60 Pre-Amendment No. 16 Aircraft *** 2005
41 232 No. 61 Pre-Amendment No. 16 Aircraft *** 2005
124 959 No. 62 Amendment No.16 Firm Aircraft *** 2005
104 410 No. 63 Pre-Amendment No. 16 Aircraft *** 2005
104 411 No. 64 Pre-Amendment No. 16 Aircraft *** 2005
41 233 No. 65 Pre-Amendment No. 16 Aircraft *** 2005
104 412 No. 66 Pre-Amendment No. 16 Aircraft *** 2005
124 960 No. 67 Amendment No.16 Firm Aircraft *** 2005
104 413 No. 68 Pre-Amendment No. 16 Aircraft *** 2005
104 418 No. 69 Pre-Amendment No. 16 Aircraft *** 2005
104 414 No. 70 Pre-Amendment No. 16 Aircraft *** 2005
124 961 No. 71 Amendment No.16 Firm Aircraft *** 2005
104 416 No. 72 Pre-Amendment No. 16 Aircraft *** 2005
104 417 No. 73 Pre-Amendment No. 16 Aircraft *** 2005
124 962 No. 74 Amendment No.16 Firm Aircraft *** 2005
124 963 No. 75 Amendment No.16 Firm Aircraft *** (*) 2005
159 936 No. 76 Amendment No. 20 Firm Aircraft *** 2006
104 419 No. 77 Pre-Amendment No. 16 Aircraft *** 2006
41 239 No. 78 Amendment No.16 Firm Aircraft 5 *** 2006
41 240 No. 79 Amendment No.16 Firm Aircraft *** 2006
41 241 No. 80 Amendment No.16 Firm Aircraft *** 2006
104 421 No. 81 Pre-Amendment No. 16 Aircraft *** 2006
41 242 No. 82 Amendment No.16 Firm Aircraft *** 2006
104 420 No. 83 Pre-Amendment No. 16 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
[***] 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.

4




CAC Id No. Rank No. Aircraft Delivery  
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
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
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
41 231 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
[***] 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.

5




CAC Id No. Rank No. Aircraft Delivery  
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
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
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

6




CAC Id No. Rank No. Aircraft Delivery  
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
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

7




CAC Id No. Rank No. Aircraft Delivery  
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
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 

2.     EFFECT OF THE AMENDMENT

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

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

This Amendment will become effective upon execution hereof.

8



3.  CONFIDENTIALITY

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

4.  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 4 will be void and of no force or effect.

5.  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/ Marie-Pierre Merle Beral
Its:    Chief Executive Officer
Date: February 27, 2006

JETBLUE AIRWAYS CORPORATION

By:     /s/ Thomas A. Anderson
Its:    Senior Vice President
Date:    February 27, 2006

9



EXHIBIT 10.2

Amendment No. 27

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 27 (hereinafter referred to as the ‘‘Amendment’’) is entered into as of April 25, 2006 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the ‘‘Seller’’), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 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, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of



November 23, 2005 and Amendment No. 26 dated as of February 27, 2006 is hereinafter called the ‘‘Agreement’’;

WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the Agreement under the terms and conditions set forth herein,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.  DEFINITIONS
1.1  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 that the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:

QUOTE:


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  
41 211 No. 14 Pre-Amendment No. 16 Aircraft *** 2002  
41 212 No. 15 Pre-Amendment No. 16 Aircraft *** 2002  
41 218 No. 16 Pre-Amendment No. 16 Aircraft *** 2002  
41 224 No. 17 Pre-Amendment No. 16 Aircraft *** 2002  
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

2




CAC Id No. Rank No. Aircraft Delivery  
41 227 No. 18 Pre-Amendment No. 16 Aircraft *** 2002
41 225 No. 19 Pre-Amendment No. 16 Aircraft *** 2002
41 213 No. 20 Pre-Amendment No. 16 Aircraft *** 2002
41 214 No. 21 Pre-Amendment No. 16 Aircraft *** 2002
41 234 No. 22 Pre-Amendment No. 16 Aircraft *** 2002
41 215 No. 23 Pre-Amendment No. 16 Aircraft *** 2002
41 216 No. 24 Pre-Amendment No. 16 Aircraft *** 2002
41 217 No. 25 Pre-Amendment No. 16 Aircraft *** 2002
124 965 No. 26 Pre-Amendment No. 16 Aircraft *** 2002
41 235 No. 27 Pre-Amendment No. 16 Aircraft *** 2002
41 220 No. 28 Pre-Amendment No. 16 Aircraft *** 2002
41 219 No. 29 Pre-Amendment No. 16 Aircraft *** 2002
41 236 No. 30 Pre-Amendment No. 16 Aircraft *** 2003
104 399 No. 31 Pre-Amendment No. 16 Aircraft *** 2003
41 237 No. 32 Pre-Amendment No. 16 Aircraft *** 2003
124 966 No. 33 Pre-Amendment No. 16 Aircraft *** 2003
41 221 No. 34 Pre-Amendment No. 16 Aircraft *** 2003
41 238 No. 35 Pre-Amendment No. 16 Aircraft *** 2003
41 222 No. 36 Pre-Amendment No. 16 Aircraft *** 2003
104 400 No. 37 Pre-Amendment No. 16 Aircraft *** 2003
104 401 No. 38 Pre-Amendment No. 16 Aircraft *** 2003
41 223 No. 39 Pre-Amendment No. 16 Aircraft *** 2003
104 402 No. 40 Pre-Amendment No. 16 Aircraft *** 2003
104 443 No. 41 Pre-Amendment No. 16 Aircraft *** 2003
104 403 No. 42 Pre-Amendment No. 16 Aircraft *** 2003
124 964 No. 43 Pre-Amendment No. 16 Aircraft *** 2003
41 226 No. 44 Pre-Amendment No. 16 Aircraft *** 2003
111 579 No. 45 Pre-Amendment No. 16 Aircraft *** 2004
41 245 No. 46 Pre-Amendment No. 16 Aircraft *** 2004
41 246 No. 47 Pre-Amendment No. 16 Aircraft *** 2004
41 229 No. 48 Pre-Amendment No. 16 Aircraft *** 2004
41 247 No. 49 Pre-Amendment No. 16 Aircraft *** 2004
41 248 No. 50 Pre-Amendment No. 16 Aircraft *** 2004
104 404 No. 51 Pre-Amendment No. 16 Aircraft *** 2004
104 405 No. 52 Pre-Amendment No. 16 Aircraft *** 2004
41 230 No. 53 Pre-Amendment No. 16 Aircraft *** 2004
104 406 No. 54 Pre-Amendment No. 16 Aircraft *** 2004
124 967 No. 55 Amendment No.16 Firm Aircraft *** 2004
104 415 No. 56 Pre-Amendment No. 16 Aircraft *** 2004
104 407 No. 57 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.

3




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

4




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
69 724 No. 99 Amendment No.16 Firm Aircraft *** 2007
96 459 No. 100 Amendment No.16 Firm Aircraft *** 2007
104 439 No. 101 Amendment No.16 Firm Aircraft *** 2007
104 441 No. 102 Amendment No.16 Firm Aircraft *** 2007
41 231 No. 103 Amendment No.16 Firm Aircraft *** 2007
159 896 No. 104 Amendment No.16 Firm Aircraft *** 2008
159 897 No. 105 Amendment No.16 Firm Aircraft *** 2008
159 898 No. 106 Amendment No.16 Firm Aircraft *** 2008
159 899 No. 107 Amendment No.16 Firm Aircraft *** 2008
159 900 No. 108 Amendment No.16 Firm Aircraft *** 2008
159 901 No. 109 Amendment No.16 Firm Aircraft *** 2008
159 902 No. 110 Amendment No.16 Firm Aircraft *** 2008
159 903 No. 111 Amendment No.16 Firm Aircraft *** 2008
159 904 No. 112 Amendment No.16 Firm Aircraft *** 2008
159 905 No. 113 Amendment No.16 Firm Aircraft *** 2008
159 906 No. 114 Amendment No.16 Firm Aircraft *** 2008
159 907 No. 115 Amendment No.16 Firm Aircraft *** 2008
159 909 No. 116 Amendment No.16 Firm Aircraft Year 2009
159 910 No. 117 Amendment No.16 Firm Aircraft Year 2009
159 911 No. 118 Amendment No.16 Firm Aircraft Year 2009
159 912 No. 119 Amendment No.16 Firm Aircraft Year 2009
159 913 No. 120 Amendment No.16 Firm Aircraft Year 2009
159 914 No. 121 Amendment No.16 Firm Aircraft Year 2009
159 915 No. 122 Amendment No.16 Firm Aircraft Year 2009
159 916 No. 123 Amendment No.16 Firm Aircraft Year 2009
159 940 No. 168 Amendment No. 20 Firm Aircraft Year 2009
159 941 No. 169 Amendment No. 20 Firm Aircraft Year 2009
159 944 No. 126 Amendment No. 20 Firm Aircraft Year 2009
159 945 No. 127 Amendment No. 20 Firm Aircraft Year 2009
159 946 No. 128 Amendment No. 20 Firm Aircraft Year 2009
159 947 No. 129 Amendment No. 20 Firm Aircraft Year 2009
159 948 No. 130 Amendment No. 20 Firm Aircraft Year 2009
159 949 No. 131 Amendment No. 20 Firm Aircraft Year 2009
159 919 No. 132 Amendment No.16 Firm Aircraft Year 2010
159 920 No. 133 Amendment No.16 Firm Aircraft Year 2010
159 921 No. 134 Amendment No.16 Firm Aircraft Year 2010
159 922 No. 135 Amendment No.16 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.

5




CAC Id No. Rank No. Aircraft Delivery  
159 923 No. 136 Amendment No.16 Firm Aircraft Year 2010
159 924 No. 137 Amendment No.16 Firm Aircraft Year 2010
159 925 No. 138 Amendment No.16 Firm Aircraft Year 2010
159 926 No. 139 Amendment No.16 Firm Aircraft Year 2010
159 927 No. 140 Amendment No.16 Firm Aircraft Year 2010
159 928 No. 141 Amendment No.16 Firm Aircraft Year 2010
159 952 No. 142 Amendment No. 20 Firm Aircraft Year 2010
159 953 No. 143 Amendment No. 20 Firm Aircraft Year 2010
159 954 No. 144 Amendment No. 20 Firm Aircraft Year 2010
159 955 No. 145 Amendment No. 20 Firm Aircraft Year 2010
159 956 No. 146 Amendment No. 20 Firm Aircraft Year 2010
159 957 No. 147 Amendment No. 20 Firm Aircraft Year 2010
159 958 No. 148 Amendment No. 20 Firm Aircraft Year 2010
159 959 No. 149 Amendment No. 20 Firm Aircraft Year 2010
159 929 No. 150 Amendment No.16 Firm Aircraft Year 2011
159 930 No. 151 Amendment No.16 Firm Aircraft Year 2011
159 931 No. 152 Amendment No.16 Firm Aircraft Year 2011
159 932 No. 153 Amendment No.16 Firm Aircraft Year 2011
159 933 No. 154 Amendment No.16 Firm Aircraft Year 2011
159 934 No. 155 Amendment No.16 Firm Aircraft Year 2011
159 960 No. 156 Amendment No. 20 Firm Aircraft Year 2011
159 961 No. 157 Amendment No. 20 Firm Aircraft Year 2011
159 962 No. 158 Amendment No. 20 Firm Aircraft Year 2011
159 963 No. 159 Amendment No. 20 Firm Aircraft Year 2011
159 964 No. 160 Amendment No. 20 Firm Aircraft Year 2011
159 965 No. 161 Amendment No. 20 Firm Aircraft Year 2011
69 723 No. 162 Amendment No. 16 Firm Aircraft Year 2011
159 939 No. 163 Amendment No. 20 Firm Aircraft Year 2011
69 725 No. 164 Amendment No. 16 Firm Aircraft Year 2011
104 440 No. 165 Amendment No. 16 Firm Aircraft Year 2011
104 442 No. 166 Amendment No. 16 Firm Aircraft Year 2011
159 908 No. 167 Amendment No. 16 Firm Aircraft Year 2011
159 917 No. 124 Amendment No.16 Firm Aircraft Year 2012
159 918 No. 125 Amendment No.16 Firm Aircraft Year 2012
159 942 No. 170 Amendment No. 20 Firm Aircraft Year 2012
159 943 No. 171 Amendment No. 20 Firm Aircraft Year 2012
159 950 No. 172 Amendment No. 20 Firm Aircraft Year 2012
159 951 No. 173 Amendment No. 20 Firm Aircraft Year 2012

6




CAC Id No. Rank No. Aircraft Delivery  
180 953 No. 174 Amendment No. 20 Option ***Qtr 2008
180 954 No. 175 Amendment No. 20 Option ***Qtr 2008
180 955 No. 176 Amendment No. 20 Option ***Qtr 2009
180 956 No. 177 Amendment No. 20 Option ***Qtr 2009
159 972 No. 178 Amendment No. 16 Option ***Qtr 2009
180 959 No. 179 Amendment No. 20 Option ***Qtr 2009
180 957 No. 180 Amendment No. 20 Option ***Qtr 2010
180 958 No. 181 Amendment No. 20 Option ***Qtr 2010
180 960 No. 182 Amendment No. 20 Option ***Qtr 2010
180 964 No. 183 Amendment No. 20 Option ***Qtr 2010
159 966 No. 184 Amendment No.16 Option ***Qtr 2011
159 967 No. 185 Amendment No.16 Option ***Qtr 2011
159 968 No. 186 Amendment No.16 Option ***Qtr 2011
159 969 No. 187 Amendment No.16 Option ***Qtr 2011
159 970 No. 188 Amendment No.16 Option ***Qtr 2011
159 971 No. 189 Amendment No.16 Option ***Qtr 2011
159 976 No. 190 Amendment No.16 Option ***Qtr 2012
159 977 No. 191 Amendment No.16 Option ***Qtr 2012
159 978 No. 192 Amendment No.16 Option ***Qtr 2012
159 979 No. 193 Amendment No.16 Option ***Qtr 2012
159 980 No. 194 Amendment No.16 Option ***Qtr 2012
159 981 No. 195 Amendment No.16 Option ***Qtr 2012
159 982 No. 196 Amendment No.16 Option ***Qtr 2012
159 983 No. 197 Amendment No.16 Option ***Qtr 2012
159 984 No. 198 Amendment No.16 Option ***Qtr 2012
159 985 No. 199 Amendment No.16 Option ***Qtr 2012
159 986 No. 200 Amendment No.16 Option ***Qtr 2012
159 987 No. 201 Amendment No.16 Option ***Qtr 2012
159 988 No. 202 Amendment No.16 Option ***Qtr 2012
180 961 No. 203 Amendment No. 20 Option ***Qtr 2012
180 962 No. 204 Amendment No. 20 Option ***Qtr 2012
180 963 No. 205 Amendment No. 20 Option ***Qtr 2012
180 968 No. 206 Amendment No. 20 Option ***Qtr 2013
180 969 No. 207 Amendment No. 20 Option ***Qtr 2013
180 970 No. 208 Amendment No .20 Option ***Qtr 2013
180 971 No. 209 Amendment No. 20 Option ***Qtr 2013
180 972 No. 210 Amendment No. 20 Option ***Qtr 2013
[***] 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.

7




CAC Id No. Rank No. Aircraft Delivery    
180 973 No. 211 Amendment No. 20 Option ***Qtr 2013  
180 974 No. 212 Amendment No. 20 Option ***Qtr 2013  
180 975 No. 213 Amendment No. 20 Option ***Qtr 2013  
180 976 No. 214 Amendment No. 20 Option ***Qtr 2013  
180 977 No. 215 Amendment No. 20 Option ***Qtr 2013  
180 978 No. 216 Amendment No. 20 Option ***Qtr 2013  
180 979 No. 217 Amendment No. 20 Option ***Qtr 2013  
180 980 No. 218 Amendment No. 20 Option ***Qtr 2013  
180 981 No. 219 Amendment No. 20 Option ***Qtr 2013  
180 982 No. 220 Amendment No. 20 Option ***Qtr 2013  
180 965 No. 221 Amendment No. 20 Option ***Qtr 2013  
180 966 No. 222 Amendment No. 20 Option ***Qtr 2013  
180 967 No. 223 Amendment No. 20 Option ***Qtr 2013  

UNQUOTE

3.  SPECIFICATION
3.1  Specification***

(a) The Aircraft to be delivered in ***2009, or earlier if mutually agreed, and onwards (the ‘‘New Spec. Aircraft’’) will include the features of the *** (the ‘‘*** Standard Specification’’).

  The parties will execute all notices of manufacturer-initiated changes to the Standard Specification (the ‘‘Manufacturer Specification Change Notices’’ (‘‘MSCNs’’)) needed to amend the features of the Standard Specification, as applicable to the New Spec. Aircraft, to include the *** Standard Specification, which will include the following features among others:
•  Installation of an A318 type ***
•  Installation of an A318 type ***
•  Installation of a full ***
•  Installation of an A318 type ***

(b) The Buyer and Seller agree that the New Spec. Aircraft will be manufactured to include the items from A320-200 standard specification D 000 02000 Issue 6 dated January 31, 2005 for a base price ***of US $*** (US dollars – ***) D.C. Jan 1999. Due to the standardization of several of 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.

8



Buyer’s SCNs in this standard specification, the Buyer’s SCN package price for New Spec. Aircraft will be *** by the amount of US $*** (US dollars – ***) D.C. Jan 1999. Such SCN package price *** combined with the base price *** for the items in the aforementioned specification *** will result in a net price *** of US $***    (US dollars – ***) D.C. Jan 1999 for the New Spec. Aircraft.

(c) If the Seller issues a standard specification *** subsequent to issue 6 and before the time the *** , the parties will mutually agree ***. Such agreement will be finalized by the time the ***.

3.2   Installation of the A320 ***
  The New Spec. Aircraft will be delivered with the A320 *** (the ‘‘A320 ***’’). The parties will execute all Specification Change Notices and/or Manufacturer Specification Change Notices needed to amend the Specification for the installation of the *** The installation of the A320 ***. The Buyer will negotiate commercial terms related to Buyer Furnished Equipment affected by A320 ***, including but not limited to Live TV, separately with affected suppliers.
3.3   Coordination with *** Program
  Notwithstanding the installation schedule for the Specification *** and the A320 *** described in Paragraphs 3.1 and 3.2 above, the Seller will use its reasonable efforts to offer the installation of the Specification *** and the A320 *** which is concurrent with the installation of *** pursuant to the *** Agreement between the Seller, the Buyer and *** dated, January 12, 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.

9



4.  OTHER MATTERS
  In regards to *** dated February 10, 2005 (covering ***) in the amount of US$ *** (US dollars – ***), the Seller and the Buyer agree that:
(i)  upon signature of this Amendment, the Buyer will pay in cash to the Seller ***, in the amount of US$ *** (US dollars – ***) against ***, and
(ii)  Upon the Seller’s receipt of the *** defined in Paragraph 4(i) above, the Seller will immediately ***, as each is described in Amendment 19 to the Agreement.
(iii)  no later than ***, 2006 (but in no event before the *** pursuant to the *** Agreement between the Seller, the Buyer and *** dated January 12, 2006), the Buyer and Seller will ***
5.  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.
[***] 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.

10



6.  CONFIDENTIALITY
  This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.
7.  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 4 will be void and of no force or effect.
8.  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.

11



  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below.
AIRBUS S.A.S.
By:    /s/ Christophe Mourey
Its: Senior Vice President Contracts

JETBLUE AIRWAYS CORPORATION

By:    /s/ Thomas A. Anderson
Its: Senior Vice President

12



IAE PROPRIETARY INFORMATION

EXHIBIT 10.3

IAE Building
400 Main Street
East Hartford, CT 06108 USA

July 6, 2006

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

Subject:  Side Letter No. 20 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. 20 to the Agreement in support of JetBlue’s deferral of certain Aircraft deliveries, as follows:

1.  Five (5) Aircraft deliveries in 2007, five (5) Aircraft deliveries in 2008, and two (2) Aircraft deliveries in 2009 are deferred so that six (6) Aircraft deliveries are rescheduled for 2011 and six (6) Aircraft deliveries are rescheduled for 2012.
2.  Accordingly, Exhibit B-1 to the Agreement (as amended by various Side Letters including Side Letter No. 19, dated June 20, 2005) is hereby deleted in its entirety and replaced by the revised delivery schedule attached as Exhibit B-1 hereto.

Except as expressly amended by this Side Letter No. 20, all provisions of the Agreement (as amended from time to time by various side letters and amendments) remain in full force and effect.


Very truly yours, Agreed to and accepted on behalf of
IAE International Aero Engines AG JetBlue Airways, Inc.
/s/ Robert Zimmerman /s/ Thomas A. Anderson
Name Name
Director of Sales – IAE Senior Vice President
Title Title
July 6, 2006 July 6, 2006
Date Date


IAE PROPRIETARY INFORMATION

Exhibit B-1
Aircraft Delivery Schedules

As of April 2006

Glossary Note:

•  Delivered Aircraft are indicated by Italics typeface
•  Existing Firm Aircraft are indicated by normal typeface
•  Incremental Firm Aircraft are indicated by an asterisk (*)
•  2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface.

Rank No. Aircraft Month Year  
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  
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  
[***] 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.

2



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
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  
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 *
[***] 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.

3



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
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 Year 2008 *
No. 105 Firm Aircraft Year 2008 *
No. 106 Firm Aircraft Year 2008 *
No. 107 Firm Aircraft Year 2008 *
No. 108 Firm Aircraft Year 2008 *
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 2009 *
No. 117 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.

4



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
No. 118 Firm Aircraft Year 2009 *
No. 119 Firm Aircraft Year 2009 *
No. 120 Firm Aircraft Year 2009 *
No. 121 Firm Aircraft Year 2009 *
No. 122 Firm Aircraft Year 2009 *
No. 123 Firm Aircraft Year 2009 *
No. 124 Firm Aircraft Year 2009 *
No. 125 Firm Aircraft Year 2009 *
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 2010 *
No. 133 Firm Aircraft Year 2010 *
No. 134 Firm Aircraft Year 2010 *
No. 135 Firm Aircraft Year 2010 *
No. 136 Firm Aircraft Year 2010 *
No. 137 Firm Aircraft Year 2010 *
No. 138 Firm Aircraft Year 2010 *
No. 139 Firm Aircraft Year 2010 *
No. 140 Firm Aircraft Year 2010 *
No. 141 Firm Aircraft Year 2010 *
No. 142 Firm Aircraft Year 2010  
No. 143 Firm Aircraft Year 2010  
No. 144 Firm Aircraft Year 2010  
No. 145 Firm Aircraft Year 2010  
No. 146 Firm Aircraft Year 2010  
No. 147 Firm Aircraft Year 2010  
No. 148 Firm Aircraft Year 2010  
No. 149 Firm Aircraft Year 2010  
No. 150 Firm Aircraft Year 2011 *
No. 151 Firm Aircraft Year 2011 *
No. 152 Firm Aircraft Year 2011 *
No. 153 Firm Aircraft Year 2011 *
No. 154 Firm Aircraft Year 2011 *
No. 155 Firm Aircraft Year 2011 *
No. 156 Firm Aircraft Year 2011  
No. 157 Firm Aircraft Year 2011  
No. 158 Firm Aircraft Year 2011  
No. 159 Firm Aircraft Year 2011  

5



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
No. 160 Firm Aircraft Year 2011  
No. 161 Firm Aircraft Year 2011  
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 2012  
No. 169 Firm Aircraft Year 2012  
No. 170 Firm Aircraft Year 2012  
No. 171 Firm Aircraft Year 2012  
No. 172 Firm Aircraft Year 2012  
No. 173 Firm Aircraft Year 2012  

2004 Option Aircraft


Rank No. Aircraft Month Year  
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  
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.


Rank No. Aircraft Month Year  
No. 189 Option Aircraft Year 2012  
No. 190 Option Aircraft Year 2012  
No. 191 Option Aircraft Year 2012  
No. 192 Option Aircraft Year 2012  

6



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
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  

Leased Aircraft


Year Number Delivery Dates
1999 1
***
2000 3
***
2001 4
***
2003 1
***
2004 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.

7



Exhibit 12.1

JETBLUE AIRWAYS CORPORATION

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


  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2006 2005 2006 2005
Earnings:  
 
 
 
Income (loss) before income taxes $ 25
$ 24
$ (22
)
$ 35
Less: capitalized interest (7
)
(4
)
(12
)
(8
)
Add: Fixed charges 64
41
121
78
Adjusted earnings $ 82
$ 61
$ 87
$ 105
Fixed charges:  
 
 
 
Interest expense $ 42
$ 25
$ 78
$ 45
Amortization of debt costs —
—
1
1
Rent expense representative of interest 22
16
42
32
Total fixed charges $ 64
$ 41
$ 121
$ 78
Ratio of earnings to fixed charges (1) 1.29
1.50
—
1.36
(1) Earnings were inadequate to cover fixed charges by $34 million for the six months ended June 30, 2006.


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 the registrant's board of directors (or persons performing the equivalent functions):
a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 25, 2006 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 Harvey, 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: July 25, 2006 By: /s/ JOHN HARVEY
    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 June 30, 2006, as filed with the Securities and Exchange Commission on July 25, 2006 (the ‘‘Report’’), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of JetBlue Airways Corporation as of the dates and for periods presented as required by such Report.


Date: July 25, 2006 By: /s/ DAVID NEELEMAN
    Chief Executive Officer
Date: July 25, 2006 By: /s/ JOHN HARVEY
    Executive Vice President and
Chief Financial Officer