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 March 31, 2007

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 March 31, 2007, there were 178,554,075 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 – March 31, 2007 and December 31, 2006 1
  Consolidated Statements of Operations – Three Months Ended March 31, 2007 and 2006 2
  Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2007 and 2006 3
  Notes to Condensed Consolidated Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
PART II.    OTHER INFORMATION  
Item 1. Legal Proceedings 16
Item 6. Exhibits 16


Table of Contents

PART 1.    FINANCIAL INFORMATION

Item 1.    Financial Statements

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


  March 31,
2007 		December 31,
2006
  (unaudited)  
ASSETS    
CURRENT ASSETS    
Cash and cash equivalents $ 56 $ 10
Investment securities 718 689
Receivables, less allowance 83 77
Prepaid expenses and other 143 151
Total current assets 1,000 927
PROPERTY AND EQUIPMENT    
Flight equipment 3,296 3,111
Predelivery deposits for flight equipment 242 243
  3,538 3,354
Less accumulated depreciation 267 242
  3,271 3,112
Other property and equipment 423 422
Less accumulated depreciation 106 96
  317 326
Total property and equipment 3,588 3,438
OTHER ASSETS    
Purchased technology, net 30 32
Assets constructed for others 265 186
Restricted cash 122 120
Other 140 140
Total other assets 557 478
TOTAL ASSETS $ 5,145 $ 4,843
LIABILITIES AND STOCKHOLDERS’ EQUITY    
CURRENT LIABILITIES    
Accounts payable $ 139 $ 136
Air traffic liability 438 340
Accrued salaries, wages and benefits 82 73
Other accrued liabilities 112 91
Short-term borrowings 27 39
Current maturities of long-term debt and capital leases 226 175
Total current liabilities 1,024 854
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 2,685 2,626
DEFERRED TAXES AND OTHER LIABILITIES    
Deferred income taxes 114 136
Construction obligation 265 186
Other 97 89
  476 411
STOCKHOLDERS’ EQUITY    
Common stock, 178,554,075 and 177,609,253 shares issued and outstanding in 2007 and 2006, respectively 2 2
Additional paid-in capital 823 813
Retained earnings 122 144
Accumulated other comprehensive gain (loss) 13 (7 )  
Total stockholders’ equity 960 952
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 5,145 $ 4,843

See accompanying notes to condensed consolidated financial statements.

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


  Three Months Ended
March 31,
  2007 2006
OPERATING REVENUES    
Passenger $ 564 $ 463
Other 44 27
Total operating revenues 608 490
OPERATING EXPENSES    
Salaries, wages and benefits 164 132
Aircraft fuel 190 160
Landing fees and other rents 45 38
Depreciation and amortization 42 34
Aircraft rent 30 22
Sales and marketing 29 20
Maintenance materials and repairs 26 21
Other operating expenses 95 88
Total operating expenses 621 515
OPERATING LOSS (13 )   (25 )  
OTHER INCOME (EXPENSE)    
Interest expense (52 )   (37 )  
Capitalized interest 8 5
Interest income and other 12 10
Total other income (expense) (32 )   (22 )  
LOSS BEFORE INCOME TAXES (45 )   (47 )  
Income tax expense (benefit) (23 )   (15 )  
NET LOSS $ (22 )   $ (32 )  
LOSS PER COMMON SHARE:    
Basic $ (0.12 )   $ (0.18 )  
Diluted $ (0.12 )   $ (0.18 )  

See accompanying notes to condensed consolidated financial statements.

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


  Three Months Ended
March 31,
  2007 2006
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (22 )   $ (32 )  
Adjustments to reconcile net loss to net cash provided by operating activities:    
Deferred income taxes (23 )   (15 )  
Depreciation 39 30
Amortization 5 4
Stock-based compensation 4 5
Changes in certain operating assets and liabilities 141 102
Other, net 3 (7 )  
Net cash provided by operating activities 147 87
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (212 )   (244 )  
Predelivery deposits for flight equipment (32 )   (42 )  
Assets constructed for others (76 )   (35 )  
Proceeds from maturities of held-to-maturity investments — 5
Purchase of available-for-sale securities (254 )   (154 )  
Sale of available-for-sale securities 246 218
Other, net (2 )   (1 )  
Net cash used in investing activities (330 )   (253 )  
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from:    
Issuance of common stock 6 2
Issuance of long-term debt 140 126
Aircraft sale and leaseback transactions 52 101
Short-term borrowings 14 19
Construction obligation 76 6
Repayment of long-term debt and capital lease obligations (30 )   (73 )  
Repayment of short-term borrowings (26 )   (16 )  
Other, net (3 )   (3 )  
Net cash provided by financing activities 229 162
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 46 (4 )  
Cash and cash equivalents at beginning of period 10 5
Cash and cash equivalents at end of period $ 56 $ 1

See accompanying notes to condensed consolidated financial statements.

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JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation:     Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation and our subsidiaries, collectively ‘‘we’’ or the ‘‘Company’’, with all intercompany transactions and balances having been eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2006 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006.

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. For the three months ended March 31, 2007, passenger revenue was reduced by $24 million of vouchers issued to customers affected by the February ice storm, net of estimated breakage. Our revenues are recorded net of excise and other related taxes in our condensed consolidated statements of operations.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year.

Note 2 — Stock-Based Compensation

During the three months ended March 31, 2007, the Company granted options under our 2002 Stock Incentive Plan for the purchase of 0.7 million shares of common stock at a weighted average exercise price of $12.93 per share and a weighted average Black-Scholes Merton fair value of $5.94 per share. At March 31, 2007, options for 30.5 million shares were outstanding with a weighted-average exercise price of $12.28 per share and 12.7 million shares were available for future grants. The total intrinsic value, determined as of the date of exercise, of options exercised during the three months ended March 31, 2007 and 2006 was $7 million and $11 million, respectively. Unrecognized stock-based compensation expense was approximately $34 million as of March 31, 2007, relating to a total of 10.0 million unvested stock options under our 2002 Plan and purchase rights under our Crewmember Stock Purchase Plan, or CSPP. We expect to recognize this stock-based compensation expense over a weighted average period of approximately three years.

Note 3 — Long-term Debt and Capital Lease Obligations

During the three months ended March 31, 2007, we issued $140 million in fixed rate equipment notes due through 2019, which are secured by four Airbus A320 aircraft. At March 31, 2007, the weighted average interest rate of all of our long-term debt was 6.3% and scheduled maturities are $149 million for the remainder of 2007, $234 million in 2008, $143 million in 2009, $147 million in 2010, $152 million in 2011 and $2.09 billion thereafter. The weighted average interest rate of our outstanding short-term borrowings at March 31, 2007 and December 31, 2006 was 7.0% and 7.1%, respectively.

Note 4 — Income Taxes

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, or FIN 48, on January 1, 2007. We did not have any unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of implementing FIN 48.

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We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. We are no longer subject to U.S. federal tax examinations for years before 2004. State jurisdictions that remain subject to examination range from 2000 to 2004. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months.

Our policy is that we recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the quarter. 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, which the PANYNJ will own. We have evaluated this lease and have concluded that we bear substantially all of the construction period risk and, as a result, we are considered the owner of the project for financial reporting purposes only and are required to reflect an asset and liability for in-process construction related to this project on our balance sheets. To date, we have paid $254 million in project costs and have capitalized $11 million in interest, which are reflected as Assets Constructed for Others in the accompanying condensed consolidated balance sheets. Reimbursements from the PANYNJ and financing charges totaled $265 million through March 31, 2007 and are reflected as Construction Obligation in our condensed consolidated balance sheets.

Note 6 — Comprehensive Loss

Comprehensive loss includes changes in the fair value and reclassifications into earnings of amounts previously deferred related to our crude and heating oil financial derivative instruments, which qualify for hedge accounting in accordance with Statement of Financial Accounting Standards No. 133 , Accounting for Derivative Instruments and Hedging Activities . Comprehensive loss was $2 million and $30 million for the three months ended March 31, 2007 and 2006, respectively.

Note 7 — Loss Per Share

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


  Three Months Ended
March 31,
  2007 2006
Numerator:    
Net loss $ (22 )   $ (32 )  
Denominator:    
Weighted average shares outstanding for basic and diluted loss per share 178,204 173,246

For the three months ended March 31, 2007 and 2006, a total of 20.8 million shares issuable upon conversion of our convertible debt were excluded from the diluted loss per share computation since the assumed conversion would be anti-dilutive. We also excluded 30.5 million and 31.0 million shares issuable upon exercise of outstanding stock options for the three months ended March 31, 2007 and 2006, respectively, from the diluted loss per share computation since they were anti-dilutive.

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 March 31, 2007 and 2006 were $10 million and $3 million, respectively.

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In March 2007, the trustees of the Plan approved an amendment to increase the Company’s matching contribution under the Plan from 3% to 5% of eligible earnings, retroactive to January 1, 2007. The profit sharing component of the Plan was also amended to guarantee an annual Company contribution equivalent to 5% of each employee’s eligible earnings, which would vest after three years of service. When our profit sharing formula of 15% of pre-tax earnings, as adjusted for stock option compensation expense and subject to approval of our Board of Directors, produces more than the equivalent of 5% of eligible earnings, the amount over 5% would be paid in cash to employees.

Note 9 — Commitments

Including a March 2007 amendment to our Airbus A320 purchase agreement, which deferred the delivery of four aircraft from 2009 to 2012, as of March 31, 2007, our firm aircraft orders consisted of 78 Airbus A320 aircraft, 76 EMBRAER 190 aircraft and 28 spare engines scheduled for delivery through 2014. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately $545 million for the remainder of 2007, $820 million in 2008, $825 million in 2009, $1.05 billion in 2010, $1.01 billion in 2011 and $1.24 billion thereafter.

During the three months ended March 31, 2007, we entered into sale and leaseback transactions for two EMBRAER 190 aircraft as well as leases for certain other facilities and equipment. Future minimum lease payments associated with these operating leases totaled $81 million at March 31, 2007. These amounts are in addition to the minimum lease payments described in Note 3 to our audited financial statements included in our 2006 Form 10-K. We deferred $1 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.

Note 10 — Financial Instruments and Risk Management

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


  2007 2006
At March 31:    
Fair value of derivative instruments $ 20 $ 11
Longest remaining term (months) 12 12
Hedged volume (barrels, in thousands) 3,692 3,025

  Three Months Ended
March 31,
  2007 2006
Hedge effectiveness net losses recognized in aircraft fuel expense $ (9 )   $ (1 )  
Hedge ineffectiveness net gains recognized in other
income (expense) 		1 1
Other hedge net gains recognized in other
income (expense) 		— 2
Percentage of actual consumption economically hedged 71 %   72 %  

Note 11 — LiveTV

During the three months ended March 31, 2007, LiveTV installed in-flight entertainment systems for other airlines on 31 aircraft, bringing total installations of these systems for other airlines to 262 aircraft. Third-party revenues for the three months ended March 31, 2007 and 2006 were $8 million and $7 million, respectively. Deferred profit on hardware sales and advance deposits for future hardware sales included in non-current liabilities in the accompanying condensed balance sheets was

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$34 million and $27 million at March 31, 2007 and December 31, 2006, respectively. Deferred profit to be recognized as income on installations completed through March 31, 2007 will be approximately $3 million for the remainder of 2007, $4 million in both 2008 and 2009, $1 million in both 2010 and 2011 and $4 million thereafter.

Note 12 — Subsequent Events

On April 2, 2007, our Board of Directors approved an amendment to our CSPP. Effective May 1, 2007, the series of successive overlapping 24-month offering periods and the automatic price reset feature in the CSPP will be eliminated, which will result in future participants being enrolled in one six-month offering period at a time. The amendment also changed the purchase price of the common stock issuable under the CSPP from the lesser of 85% of the market value per share at the beginning of the offering period or on the purchase date to 95% of the market value per share on the applicable purchase date. Participants enrolled in the CSPP prior to the effective date of the amendment will be allowed to continue to purchase shares in their current offering periods until they expire in 2008. As a result of this amendment, in accordance with Statement of Financial Accounting Standards No. 123(R), Share-Based Payment , common stock issued under our CSPP will be considered non-compensatory and stock-based compensation expense will no longer be recognized once the current offering periods expire.

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

Outlook

The first quarter of 2007 was particularly challenging due to the two ice storms that hit the New York metropolitan area and operational issues that we faced following the first storm in February. We believe we have emerged from the storms a stronger airline because of the changes we have made to our operating policies in response to these events. In addition, we have reaffirmed our dedication to our customers by introducing the JetBlue Airways Customer Bill of Rights, which provides for compensation to customers who experience avoidable inconveniences and commits us to perform at high service standards and holds us accountable if we do not. As a result of these operational changes and the introduction of our Bill of Rights, we plan to preemptively cancel more flights ahead of inclement weather than we have in the past. We also intend to implement further enhancements that will allow our customers to more efficiently make changes to their travel plans. While our advanced bookings do not currently appear to have been affected by the storm, they are weaker than we had previously forecasted due to a softening in demand across the industry for domestic air travel.

We expect our full-year operating capacity to increase approximately 11% to 13% over 2006 with the addition of eight new Airbus A320 aircraft and eight new EMBRAER 190 aircraft to our operating fleet during the remainder of 2007. The impact of the shorter range EMBRAER 190 aircraft, which is expected to represent 9% of our total estimated 2007 operating capacity, and utilization of our Airbus A320 fleet for more short- and medium-haul flying is expected to result in a 5% decrease in 2007 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. Assuming fuel prices of $2.06 per gallon, net of effective hedges, our cost per available seat mile for 2007 is expected to increase by 7% to 9% over 2006. Our operating margin is expected to be between 5% and 7% and our pre-tax margin is expected to be between 1% and 3% for the full year.

Results of Operations

Our first quarter results were significantly impacted by the effects of a major ice storm that hit the New York metropolitan area in mid-February 2007, which resulted in approximately 1,200 flight cancellations and numerous flight delays over a six day period. In response to these service disruptions, we made several fundamental changes to our operating policies, implemented new communication strategies to improve our storm response plans and introduced the JetBlue Airways Customer Bill of Rights. Although many of the provisions in this Bill of Rights were part of our previous customer service policy, it is the first of its kind in the airline industry and provides for compensation to our customers in the event that specified service levels are not met. In March 2007, the Northeast was confronted with another large ice storm. In advance of this storm, we preemptively cancelled approximately 440 flights, which enabled us to avoid many of the operational challenges we experienced due to the February storm and allowed us to almost fully return to scheduled operations after only one day of weather-related disruption.

In addition, we accelerated the timing of previously scheduled modifications to our EMBRAER 190 fleet, which are being conducted at Embraer’s facility in Nashville, Tennessee.  These modifications are expected to be completed by the end of June and should result in improved reliability of this new aircraft type.  In conjunction with this acceleration and in response to aircraft delivery delays by Embraer, we are leasing regional jet aircraft to perform some of our previously scheduled EMBRAER 190 aircraft flying.

Our on-time performance, defined by the U.S. Department of Transportation as arrival within 14 minutes of schedule, was 63.6% in 2007 compared to 70.6% in 2006 and our completion factor was 96.1% and 99.0% in 2007 and 2006, respectively. Our operating results were primarily impacted by the first quarter ice storms, but were also affected by the increased congestion at New York’s John F. Kennedy International Airport, or JFK, resulting from expanded flight activity by us and other airlines.

In February 2007, we completed the reconfiguration of our Airbus A320 fleet, removing one row of seats and reducing the seating capacity from 156 to 150 seats, which provides the most legroom in

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coach of all U.S. airlines. This capacity reduction will result in an increase of our revenue per available seat mile, cost per available seat mile and load factor.

Three Months Ended March 31, 2007 and 2006

We reported a net loss of $22 million for the three months ended March 31, 2007 as compared to a net loss of $32 million for the three months ended March 31, 2006. Diluted loss per share was $0.12 for the first quarter of 2007 and $0.18 for 2006. Our operating loss for the three months ended March 31, 2007 was $13 million compared to operating loss of $25 million for the same period in 2006 and our pre-tax margin was (7.3)%, an increase of 2.4 points from the same period in 2006.

Our first quarter 2007 and 2006 tax rates differ from the statutory rate due to the non-deductibility of certain items for tax purposes and the relationship of these items to our operating results for the quarter. The impact of these non-deductible items on our full-year operating results could result in our full year 2007 effective tax rate differing from that of our first quarter rate.

Operating Revenues.     Operating revenues increased 24%, or $118 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 35% increase in departures, or $34 million, and a 13% increase in yield, or $67 million, drove the increase in passenger revenues of $101 million for the three months ended March 31, 2007. Passenger revenues were reduced by $24 million of vouchers issued to customers affected by the ice storms, net of estimated breakage. In addition, our revenues were further reduced by an estimated $20 million due to flight cancellations caused by the ice storms. Although our load factor was 3.6 points lower than that of last year, the increase in our yields compensated for this decrease and we expect that yields for the full year will continue to be higher than in 2006.

Other revenue increased 62%, or $17 million, primarily due to increased passenger fees of $9 million resulting from more passengers and increased adherence to company policies, the marketing component of TrueBlue point sales of $2 million and higher mail revenues of $2 million.

Operating Expenses.     Operating expenses increased 21%, or $106 million, due primarily to having an average of 26 additional aircraft in service in 2007, which provided us with higher capacity. Operating capacity increased 12% to 7.37 billion available seat miles due to having 27% more average aircraft in service in 2007 offset partly by the EMBRAER 190 aircraft, which has lower utilization than the Airbus A320 aircraft. Operating expenses per available seat mile increased 7.5% to 8.43 cents for the three months ended March 31, 2007 due primarily to a lower average stage length. Our capacity was also reduced due to our removal of a row of seats on our Airbus A320 aircraft, which reduced our available seat miles by 2% for the quarter. Excluding fuel, our cost per available seat mile increased 8.2% from the three months ended March 31, 2006. In detail, operating costs per available seat mile were (percent changes are based on unrounded numbers):


  Three Months Ended
March 31, 		Percent
Change 		 
  2007 2006  
  (in cents)    
Operating expenses:        
Salaries, wages and benefits 2.21 2.01 10.5 %    
Aircraft fuel 2.59 2.44 6.0 %    
Landing fees and other rents .61 .57 5.8 %    
Depreciation and amortization .57 .51 11.4 %    
Aircraft rent .41 .34 19.3 %    
Sales and marketing .40 .31 28.4 %    
Maintenance materials and repairs .35 .32 8.8 %    
Other operating expenses 1.29 1.34 (3.1 )%    
Total operating expenses 8.43 7.84 7.5 %    

Our average stage length declined 13% to 1,086 miles due primarily to increased operation of the shorter range EMBRAER 190 aircraft. A shorter average stage length results in fewer available seat

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miles and, therefore, higher unit costs. We believe that most of the year-over-year increase in our total cost per available seat mile was attributable to the decrease in our average stage length and also was a significant factor of the increase of each component.

Salaries, wages and benefits increased 24%, or $32 million, due primarily to a 5% increase in average full-time equivalent employees, overtime pay resulting from the weather-related events, a change to our profit sharing plan, which now guarantees a tax deferred Company contribution of 5% of eligible earnings, and increases in our 2007 pilot pay rates. Cost per available seat mile increased 11% as a result of the higher profit sharing provision and overtime pay from the ice storms.

During 2007, our Board of Directors approved an amendment to our Crewmember Stock Purchase Plan, or CSPP, which, for all new offering periods, eliminates the two year look back feature and reduces the purchase discount from 15% to 5%. Employees who were previously participating in the CSPP will be allowed to continue to purchase our stock at a 15% discount until their current offering periods expire. As a result of this change, common stock issued under the CSPP will be considered non-compensatory, which we expect will significantly reduce our stock compensation expense in future years. In addition to the changes to our profit sharing plan, we also amended our employee retirement plan to increase our 401(k) matching contribution from 3% to 5% of eligible earnings. In 2007, we also issued, for the first time, restricted stock units under our 2002 Stock Incentive Plan and may make additional restricted stock awards in the future.

Aircraft fuel expense increased 19%, or $30 million, due to 15 million more gallons of aircraft fuel consumed resulting in $28 million of additional fuel expense and, after the impact of fuel hedging, a 1% increase in average fuel cost per gallon, or $2 million. Aircraft fuel prices remain at high levels, with our average fuel cost per gallon at $1.88 for the first quarter of 2007 compared to $1.86 for the first quarter of 2006. Our fuel costs represented 31% of our operating expenses for the three months ended March 31, 2007 and 2006. Our fuel consumption per block hour decreased 6% due to utilization of the lighter EMBRAER 190 aircraft and various fuel conservation initiatives. Cost per available seat mile increased 6% primarily due to the decrease in average stage length.

Landing fees and other rents increased 19%, or $7 million, due to a 35% increase in departures over 2006 and increased airport rents associated with opening 16 new cities since March 31, 2006. Cost per available seat mile increased 6% primarily due to the decrease in average stage length.

Depreciation and amortization increased 25%, or $8 million, due primarily to having an average of 11 more owned and capital leased aircraft, the associated depreciation of our seven-gate temporary facility at JFK, which was placed into service in June 2006, and write-offs related to the seat reconfiguration on our Airbus A320 fleet. Cost per available seat mile increased 11% due to our temporary facility at JFK and the recent seat reconfiguration, partially offset by a lower percentage of our fleet being owned or operated under a capital lease.

Aircraft rent increased 34%, or $8 million, due to 14 new EMBRAER 190 aircraft leases. Cost per available seat mile increased 19% due primarily to a higher percentage of our aircraft fleet being leased.

Sales and marketing expense increased 44%, or $9 million, due to $3 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 28% primarily due to higher advertising. We book the majority of our reservations through a combination of our website and our own agents (76% and 18% in 2007, respectively).

Maintenance materials and repairs increased 22%, or $5 million, due to an average of 26 additional operating aircraft in 2007 compared to the same period in 2006 and a gradual aging of our fleet. Cost per available seat mile increased 9% due primarily to an increase in engine repair rates and additional rotable part repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 9%, or $7 million, primarily due to higher variable costs associated with increased capacity and number of passengers served. Cost per available seat mile

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decreased 3% due to our continued focus on controlling costs, partially offset by expenses related to the leased regional jet aircraft and higher interrupted trip expenses related to the storms.

Other Income (Expense).     Interest expense increased 39%, or $15 million, due primarily to the debt and capital lease financing of 12 additional aircraft and financing of previously unsecured property, which resulted in $11 million in additional interest expense, and higher interest rates. Interest expense also includes an increased accretion in interest of $3 million related to our construction obligation for our new terminal at JFK, which was also capitalized and contributed to the $3 million increase in capitalized interest.

Interest income and other increased 23%, or $2 million, primarily due to higher interest rates and higher average cash and investment balances, offset by lower fuel hedge gains of $2 million. We are unable to predict the amount of accounting ineffectiveness related to our crude and heating oil derivative instruments each period, or the potential loss of hedge accounting, which is determined on a derivative-by-derivative basis, due to the volatility in the market for these commodities.

The following table sets forth our operating statistics for the three months ended March 31, 2007 and 2006:


  Three Months Ended  
  March 31, Percent
Change
  2007 2006
Operating Statistics:      
Revenue passengers (thousands) 5,091 4,335 17.4
Revenue passenger miles (millions) 5,942 5,536 7.3
Available seat miles (ASMs) (millions) 7,370 6,577 12.1
Load factor 80.6 %   84.2 %   (3.6 ) pts.  
Breakeven load factor (1) 88.1 %   92.7 %   (4.6 )  pts.  
Aircraft utilization (hours per day) 12.7 12.8 (1.4 )  
Average fare $   110.79 $   106.86 3.7
Yield per passenger mile (cents) 9.49 8.37 13.4
Passenger revenue per ASM (cents) 7.65 7.04 8.6
Operating revenue per ASM (cents) 8.25 7.46 10.6
Operating expense per ASM (cents) 8.43 7.84 7.5
Operating expense per ASM, excluding fuel (cents) 5.85 5.40 8.2
Airline operating expense per ASM (cents) (1) 8.36 7.76 7.7
Departures 46,574 34,417 35.3
Average stage length (miles) 1,086 1,246 (12.8 )  
Average number of operating aircraft during period 121.5 95.5 27.2
Average fuel cost per gallon $ 1.88 $ 1.86 1.1
Fuel gallons consumed (millions) 101 86 17.5
Percent of sales through jetblue.com during period 76.4 %   82.3 %   (5.9 )  pts.  
Full-time equivalent employees at period end (1) 9,260 9,039 2.4
(1) Excludes operating expenses and employees of LiveTV, LLC, which are unrelated to our airline operations.

Liquidity and Capital Resources

At March 31, 2007, we had cash and cash equivalents of $56 million and investment securities of $718 million compared to cash and cash equivalents of $10 million and investment securities of $689 million at December 31, 2006. Cash flows from operating activities were $147 million for the three months ended March 31, 2007 compared to $87 million for the three months ended March 31, 2006. The increase in operating cash flows was primarily a result of 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 March 31, 2007, we had $27 million in borrowings outstanding under these facilities.

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

During the three months ended March 31, 2006, capital expenditures related to our purchase of flight equipment included expenditures of $201 million for seven aircraft, $42 million for flight equipment deposits and $16 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $27 million. Net cash used in the purchase and sale of available-for-sale securities was $64 million.

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

We currently have an automatic shelf registration statement on file with the SEC relating to our sale, from time to time, 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 March 31, 2007, we had issued $124 million of pass-through certificates under this registration statement.

Financing activities for the three months ended March 31, 2006 consisted of (1) our issuance of $126 million in 12-year fixed rate equipment notes to European banks secured by three Airbus A320 aircraft and on EMBRAER 190 aircraft, (2) the sale and leaseback over 18 years of four EMBRAER 190 aircraft for $101 million by a U.S. leasing institution, (3) repayment of $45 million in debt that was secured by two Airbus A320 aircraft, and (4) scheduled maturities of $28 million of debt.

Working Capital.     We had a working capital deficit of $24 million at March 31, 2007, 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 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 unprecedented high fuel prices, weather-related disruptions, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism. Assuming that we utilize the predelivery short-term borrowing facilities available to us and obtain financing for the seven remaining aircraft scheduled for delivery in 2007, we believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

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Contractual Obligations

Our noncancelable contractual obligations at March 31, 2007 include the following (in millions):


  Payments due in
  Total 2007 2008 2009 2010 2011 Thereafter
Long-term debt and
capital lease obligations (1) 		$ 4,381 $ 284 $ 394 $ 289 $ 283 $ 279 $ 2,852
Lease commitments 2,216 171 228 200 180 167 1,270
Flight equipment obligations 5,490 545 820 825 1,050 1,015 1,235
Short-term borrowings 27 27 — — — — —
Financing obligations and other (2) 4,271 119 129 150 153 175 3,545
Total $ 16,385 $ 1,146 $ 1,571 $ 1,464 $ 1,666 $ 1,636 $ 8,902
(1) Includes actual interest and estimated interest for floating-rate debt based on March 31, 2007 rates. 
(2) Amounts include noncancelable commitments for the purchase of goods and services.

There have been no material changes in the terms of our debt instruments from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources included in our 2006 Form 10-K. We are not subject to any financial covenants in any of our debt instruments. We have $98 million of restricted cash pledged under standby letters of credit related to certain of our leases, $76 million of which will expire in 2007 and the remainder at the end of the related lease terms.

As of March 31, 2007, we operated a fleet of 100 Airbus A320 aircraft and 25 EMBRAER 190 aircraft, of which 74 were owned, 49 were leased under operating leases and two were leased under capital leases. On March 23, 2007, we accepted delivery of our 100 th Airbus A320 aircraft and now operate the world’s largest fleet of Airbus A320 aircraft. The average age of our fleet was 2.7 years at March 31, 2007.

Including a March 2007 amendment to our Airbus A320 purchase agreement, which deferred the delivery of four aircraft from 2009 to 2012, as of March 31, 2007, we had on order 78 Airbus A320 aircraft and 76 EMBRAER 190 aircraft, which are scheduled for delivery through 2014 on a relatively even basis during each year, with options to acquire 48 additional Airbus A320 aircraft and 100 additional EMBRAER 190 aircraft 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 2007 8 8 141 — — 141
2008 12 10 163 — 5 168
2009 12 10 185 4 8 202
2010 18 10 213 4 9 243
2011 18 10 241 6 11 288
2012 10 11 262 16 12 337
2013 — 11 273 18 14 380
2014 — 6 279 — 21 407
2015 — — 279 — 20 427
  78 76   48 100  

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(1) The total fleet included in the table above may decrease as we consider additional aircraft sales, assignments and/or leases.
(2) Assumes all options are exercised.

Committed expenditures for our 154 firm aircraft and 28 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt and lease financing has been arranged for three of our remaining Airbus A320 aircraft and six of our remaining EMBRAER 190 aircraft deliveries scheduled for 2007. Although we believe that debt and/or lease financing should be available for our remaining aircraft deliveries, we cannot assure you that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Capital expenditures for facility improvements, spare parts and ground purchases, are expected to be approximately $180 million for the remainder of 2007.

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

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

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

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

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included in our 2006 Form 10-K.

14



Table of Contents

New Accounting Standards

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 , or SFAS 159. This statement permits, but does not require, entities to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, and cannot be adopted early unless Statement of Financial of Accounting Standards No. 157, Fair Value Measurements , or SFAS No. 157, is also adopted. We are currently evaluating the impact adoption of SFAS 157 and SFAS 159 may have on our consolidated financial statements.

Other Information

New Service.     We continue to add new destinations, as reflected by our service planned to San Francisco, California, Nantucket, Massachusetts and Santo Domingo, Dominican Republic, all of which are scheduled to begin in May 2007.

Recent Awards.     In February 2007, JetBlue was named the Best Domestic Airline for Value by the readers of Travel + Leisure magazine. In April 2007, we were named Best Airline Value by Entrepreneur magazine and we were rated as the top major airline in domestic quality in the 17 th  annual national Airline Quality Ratings study for the second year in a row.

Marketing Partnership.     In March 2007, we placed our code on flights operated by Cape Air, making it possible for customers to book travel on a single itinerary between Nantucket, Martha’s Vineyard, Provincetown and Hyannis, Massachusetts and our cities that connect through Boston.

New Chief Operating Officer.     In March 2007, we named Russell Chew as our new Chief Operating Officer. Prior to joining JetBlue, Mr. Chew served as Chief Operating Officer of the Federal Aviation Administration from 2003 until February 2007. From 1985 to 2003, Mr. Chew served in various positions of increasing responsibility with American Airlines, including Managing Director of Systems Operations Control.

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, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or year. Although these expectations may change, we may not inform you if they do.

Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including without limitation, our extremely competitive industry; increases in fuel prices, maintenance costs and interest rates; our ability to profitably implement our growth strategy, including the ability to operate reliably the EMBRAER 190 aircraft; 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 being subject to potential unionization; our reliance on a limited number of suppliers; changes in or additional government regulation; and changes in our industry due to other airlines’ financial condition; and external geopolitical events and conditions.

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2006 Form 10-K.

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Table of Contents

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 2006 Form 10-K, except as follows:

Aircraft Fuel.     As of March 31, 2007, we had hedged approximately 41% of our expected remaining 2007 fuel requirements using crude and heating oil options and swaps. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the March 31, 2007 cost per gallon of fuel. Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $88 million, compared to an estimated $80 million for 2006 measured as of March 31, 2006. See Note 10 to our unaudited condensed consolidated financial statements for additional information.

Fixed Rate Debt.     On March 31, 2007, our $425 million aggregate principal amount of convertible debt had an estimated fair value of $418 million, based on quoted market prices.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2007.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of our controls performed during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings.

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 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.

16



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: April 24, 2007 By: /s/ HOLLY NELSON                                   
    Senior Vice President and Controller
(principal accounting officer)


EXHIBIT INDEX


Exhibit
Number 		Exhibit
10 .1+ Amendment No. 30 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L., and JetBlue Airways Corporation, dated March 26, 2007.
10 .2+ Side Letter No. 21 to V2500 General Terms of Sale Agreement between IAE International Aero Engines AG and New Air Corporation, dated January 30, 2007.
10 .3+ Side Letter No. 22 to V2500 General Terms of Sale Agreement between IAE International Aero Engines AG and New Air Corporation, dated March 27, 2007.
10 .4* Agreement between Tim Claydon and JetBlue Airways Corporation, dated January 16, 2007.
10 .5* Agreement between Tom Anderson and JetBlue Airways Corporation, dated January 17, 2007.
10 .6* Agreement between John Owen and JetBlue Airways Corporation, dated March 6, 2007.
12 .1 Computation of Ratio of Earnings to Fixed Charges.
31 .1 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.
31 .2 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.
32 Certification Pursuant to Section 1350, furnished herewith.
+ Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the SEC pursuant to a Confidential Treatment Request filed with the SEC.
* Compensatory plans in which the directors and executive officers of JetBlue participate.


Exhibit 10.1

Amendment No. 30

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 30 (hereinafter referred to as the ‘‘Amendment’’) is entered into as of March 26, 2007 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the ‘‘Seller’’), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 118-29 Queens Boulevard, Forest Hills, New York 11375 USA (hereinafter referred to as the ‘‘Buyer’’).

WITNESSETH

WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200 aircraft (the ‘‘Aircraft’’), including twenty-five option aircraft (the ‘‘Option Aircraft’’), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004, Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005, Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006, Amendment No. 28 dated as of July 6, 2006 and Amendment No. 29 dated as of December 1, 2006 is hereinafter called the ‘‘Agreement’’;

AM No. 30-1



WHEREAS the Buyer and the Seller wish to defer the delivery of four Aircraft;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.   DEFINITIONS
  Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms ‘‘herein,’’ ‘‘hereof’’ and ‘‘hereunder’’ and words of similar import refer to this Amendment.
2.   DELIVERY
2.1   The Buyer and the Seller agree to reschedule the delivery of four (4) firm Aircraft with CAC Id Nos. 159 909, 159 910, 159 911 and 159 912 from calendar year 2009 to calendar year 2012, and to renumber the Aircraft chronologically.
2.2   The Buyer and the Seller also agree to reschedule the delivery of one (1) Option Aircraft with CAC Id No. 180 955 from [***] 2009 to [***] 2009, and to renumber the Option Aircraft chronologically.
2.3   As a result of the reschedule set forth in Paragraphs 2.1 and 2.2 above, the Buyer and the Seller agree that the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:

QUOTE


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.

AM No. 30-2




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
[***] 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.

AM No. 30-3




CAC Id No. Rank No. Aircraft Delivery  
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
104 408 No. 58 Pre-Amendment No. 16 Aircraft [***] 2004
124 968 No. 59 Amendment No.16 Firm Aircraft [***] 2004
104 409 No. 60 Pre-Amendment No. 16 Aircraft [***] 2005
41 232 No. 61 Pre-Amendment No. 16 Aircraft [***] 2005
124 959 No. 62 Amendment No. 16 Firm Aircraft [***] 2005
104 410 No. 63 Pre-Amendment No. 16 Aircraft [***] 2005
104 411 No. 64 Pre-Amendment No. 16 Aircraft [***] 2005
41 233 No. 65 Pre-Amendment No. 16 Aircraft [***] 2005
104 412 No. 66 Pre-Amendment No. 16 Aircraft [***] 2005
124 960 No. 67 Amendment No. 16 Firm Aircraft [***] 2005
104 413 No. 68 Pre-Amendment No. 16 Aircraft [***] 2005
104 418 No. 69 Pre-Amendment No. 16 Aircraft [***] 2005
104 414 No. 70 Pre-Amendment No. 16 Aircraft [***] 2005
124 961 No. 71 Amendment No. 16 Firm Aircraft [***] 2005
104 416 No. 72 Pre-Amendment No. 16 Aircraft [***] 2005
104 417 No. 73 Pre-Amendment No. 16 Aircraft [***] 2005
124 962 No. 74 Amendment No. 16 Firm Aircraft [***] 2005
124 963 No. 75 Amendment No. 16 Firm Aircraft [***] 2005
159 936 No. 76 Amendment No. 20 Firm Aircraft [***] 2006
104 419 No. 77 Pre-Amendment No. 16 Aircraft [***] 2006
41 239 No. 78 Amendment No. 16 Firm Aircraft [***] 2006
41 240 No. 79 Amendment No. 16 Firm Aircraft [***] 2006
41 241 No. 80 Amendment No. 16 Firm Aircraft [***] 2006
104 421 No. 81 Pre-Amendment No. 16 Aircraft [***] 2006
41 242 No. 82 Amendment No. 16 Firm Aircraft [***] 2006
41 243 No. 84 Amendment No. 16 Firm Aircraft [***] 2006
104 422 No. 85 Pre-Amendment No. 16 Aircraft [***] 2006
41 244 No. 86 Amendment No. 16 Firm Aircraft [***] 2006
69 719 No. 87 Amendment No. 16 Firm Aircraft [***] 2006
104 423 No. 88 Pre-Amendment No. 16 Aircraft [***] 2006
[***] 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.

AM No. 30-4




CAC Id No. Rank No. Aircraft Delivery  
69 720 No. 89 Amendment No. 16 Firm Aircraft [***] 2006
104 420 No. 83 Pre-Amendment No. 16 Aircraft [***] 2006
69 721 No. 90 Amendment No. 16 Firm Aircraft [***] 2006
159 937 No. 91 Amendment No. 20 Firm Aircraft [***] 2006
104 424 No. 92 Pre-Amendment No. 16 Aircraft [***] 2007
104 425 No. 93 Pre-Amendment No. 16 Aircraft [***] 2007
159 938 No. 94 Amendment No. 20 Firm Aircraft [***] 2007
104 426 No. 95 Pre-Amendment No. 16 Aircraft [***] 2007
104 427 No. 96 Pre-Amendment No. 16 Aircraft [***] 2007
104 428 No. 97 Pre-Amendment No. 16 Aircraft [***] 2007
69 722 No. 98 Amendment No. 16 Firm Aircraft [***] 2007
69 724 No. 99 Amendment No. 16 Firm Aircraft [***] 2007
96 459 No. 100 Amendment No. 16 Firm Aircraft [***] 2007
104 439 No. 101 Amendment No. 16 Firm Aircraft [***] 2007
104 441 No. 102 Amendment No. 16 Firm Aircraft [***] 2007
41 231 No. 103 Amendment No. 16 Firm Aircraft [***] 2007
159 896 No. 104 Amendment No. 16 Firm Aircraft [***] 2008
159 897 No. 105 Amendment No. 16 Firm Aircraft [***] 2008
159 898 No. 106 Amendment No. 16 Firm Aircraft [***] 2008
159 899 No. 107 Amendment No. 16 Firm Aircraft [***] 2008
159 900 No. 108 Amendment No. 16 Firm Aircraft [***] 2008
159 901 No. 109 Amendment No. 16 Firm Aircraft [***] 2008
159 902 No. 110 Amendment No. 16 Firm Aircraft [***] 2008
159 903 No. 111 Amendment No. 16 Firm Aircraft [***] 2008
159 904 No. 112 Amendment No. 16 Firm Aircraft [***] 2008
159 905 No. 113 Amendment No. 16 Firm Aircraft [***] 2008
159 906 No. 114 Amendment No. 16 Firm Aircraft [***] 2008
159 907 No. 115 Amendment No. 16 Firm Aircraft [***] 2008
159 913 No. 116 Amendment No. 16 Firm Aircraft [***] 2009
159 914 No. 117 Amendment No. 16 Firm Aircraft [***] 2009
159 915 No. 118 Amendment No. 16 Firm Aircraft [***] 2009
159 916 No. 119 Amendment No. 16 Firm Aircraft [***] 2009
159 940 No. 120 Amendment No. 20 Firm Aircraft [***] 2009
159 941 No. 121 Amendment No. 20 Firm Aircraft [***] 2009
159 944 No. 122 Amendment No. 20 Firm Aircraft [***] 2009
159 945 No. 123 Amendment No. 20 Firm Aircraft [***] 2009
159 946 No. 124 Amendment No. 20 Firm Aircraft [***] 2009
159 947 No. 125 Amendment No. 20 Firm Aircraft [***] 2009
159 948 No. 126 Amendment No. 20 Firm Aircraft [***] 2009
[***] 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.

AM No. 30-5




CAC Id No. Rank No. Aircraft Delivery  
159 949 No. 127 Amendment No. 20 Firm Aircraft [***] 2009
159 919 No. 128 Amendment No. 16 Firm Aircraft [***] 2010
159 920 No. 129 Amendment No. 16 Firm Aircraft [***] 2010
159 921 No. 130 Amendment No. 16 Firm Aircraft [***] 2010
159 922 No. 131 Amendment No. 16 Firm Aircraft [***] 2010
159 923 No. 132 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 924 No. 133 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 925 No. 134 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 926 No. 135 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 927 No. 136 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 928 No. 137 Amendment No. 16 Firm Aircraft [***] Qtr 2010
159 952 No. 138 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 953 No. 139 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 954 No. 140 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 955 No. 141 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 956 No. 142 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 957 No. 143 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 958 No. 144 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 959 No. 145 Amendment No. 20 Firm Aircraft [***] Qtr 2010
159 929 No. 146 Amendment No. 16 Firm Aircraft Year 2011
159 930 No. 147 Amendment No. 16 Firm Aircraft Year 2011
159 931 No. 148 Amendment No. 16 Firm Aircraft Year 2011
159 932 No. 149 Amendment No. 16 Firm Aircraft Year 2011
159 933 No. 150 Amendment No. 16 Firm Aircraft Year 2011
159 934 No. 151 Amendment No. 16 Firm Aircraft Year 2011
159 960 No. 152 Amendment No. 20 Firm Aircraft Year 2011
159 961 No. 153 Amendment No. 20 Firm Aircraft Year 2011
159 962 No. 154 Amendment No. 20 Firm Aircraft Year 2011
159 963 No. 155 Amendment No. 20 Firm Aircraft Year 2011
159 964 No. 156 Amendment No. 20 Firm Aircraft Year 2011
159 965 No. 157 Amendment No. 20 Firm Aircraft Year 2011
697 23 No. 158 Amendment No. 16 Firm Aircraft Year 2011
159 939 No. 159 Amendment No. 20 Firm Aircraft Year 2011
697 25 No. 160 Amendment No. 16 Firm Aircraft Year 2011
104 440 No. 161 Amendment No. 16 Firm Aircraft Year 2011
104 442 No. 162 Amendment No. 16 Firm Aircraft Year 2011
159 908 No. 163 Amendment No. 16 Firm Aircraft Year 2011
[***] 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.

AM No. 30-6




CAC Id No. Rank No. Aircraft Delivery  
159 909 No. 164 Amendment No. 16 Firm Aircraft Year 2012*
159 910 No. 165 Amendment No. 16 Firm Aircraft Year 2012*
159 911 No. 166 Amendment No. 16 Firm Aircraft Year 2012*
159 912 No. 167 Amendment No. 16 Firm Aircraft Year 2012*
159 917 No. 168 Amendment No. 16 Firm Aircraft Year 2012
159 918 No. 169 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

CAC Id No. Rank No. Option Aircraft Delivery  
180 956 No. 174 Amendment No. 20 Option [***] 2009
159 972 No. 175 Amendment No. 16 Option [***] 2009
180 959 No. 176 Amendment No. 20 Option [***] 2009
180 955 No. 177 Amendment No. 20 Option [***] 2009
180 957 No. 178 Amendment No. 20 Option [***] Qtr 2010
180 958 No. 179 Amendment No. 20 Option [***] Qtr 2010
180 960 No. 180 Amendment No. 20 Option [***] Qtr 2010
180 964 No. 181 Amendment No. 20 Option [***] Qtr 2010
159 966 No. 182 Amendment No. 16 Option [***] Qtr 2011
159 967 No. 183 Amendment No. 16 Option [***] Qtr 2011
159 968 No. 184 Amendment No. 16 Option [***] Qtr 2011
159 969 No. 185 Amendment No. 16 Option [***] Qtr 2011
159 970 No. 186 Amendment No. 16 Option [***] Qtr 2011
159 971 No. 187 Amendment No. 16 Option [***] Qtr 2011
159 976 No. 188 Amendment No. 16 Option [***] Qtr 2012
159 977 No. 189 Amendment No. 16 Option [***] Qtr 2012
159 978 No. 190 Amendment No. 16 Option [***] Qtr 2012
159 979 No. 191 Amendment No. 16 Option [***] Qtr 2012
159 980 No. 192 Amendment No. 16 Option [***] Qtr 2012
159 981 No. 193 Amendment No. 16 Option [***] Qtr 2012
159 982 No. 194 Amendment No. 16 Option [***] Qtr 2012
159 983 No. 195 Amendment No. 16 Option [***] Qtr 2012
159 984 No. 196 Amendment No. 16 Option [***] Qtr 2012
159 985 No. 197 Amendment No. 16 Option [***] Qtr 2012
159 986 No. 198 Amendment No. 16 Option [***] Qtr 2012
[***] 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.

AM No. 30-7




CAC Id No. Rank No. Option Aircraft Delivery  
159 987 No. 199 Amendment No. 16 Option [***] Qtr 2012
159 988 No. 200 Amendment No. 16 Option [***] Qtr 2012
180 961 No. 201 Amendment No. 20 Option [***] Qtr 2012
180 962 No. 202 Amendment No. 20 Option [***] Qtr 2012
180 963 No. 203 Amendment No. 20 Option [***] Qtr 2012
180 968 No. 204 Amendment No. 20 Option [***] Qtr 2013
180 969 No. 205 Amendment No. 20 Option [***] Qtr 2013
180 970 No. 206 Amendment No .20 Option [***] Qtr 2013
180 971 No. 207 Amendment No. 20 Option [***] Qtr 2013
180 972 No. 208 Amendment No. 20 Option [***] Qtr 2013
180 973 No. 209 Amendment No. 20 Option [***] Qtr 2013
180 974 No. 210 Amendment No. 20 Option [***] Qtr 2013
180 975 No. 211 Amendment No. 20 Option [***] Qtr 2013
180 976 No. 212 Amendment No. 20 Option [***] Qtr 2013
180 977 No. 213 Amendment No. 20 Option [***] Qtr 2013
180 978 No. 214 Amendment No. 20 Option [***] Qtr 2013
180 979 No. 215 Amendment No. 20 Option [***] Qtr 2013
180 980 No. 216 Amendment No. 20 Option [***] Qtr 2013
180 981 No. 217 Amendment No. 20 Option [***] Qtr 2013
180 982 No. 218 Amendment No. 20 Option [***] Qtr 2013
180 965 No. 219 Amendment No. 20 Option [***] Qtr 2013
180 966 No. 220 Amendment No. 20 Option [***] Qtr 2013
180 967 No. 221 Amendment No. 20 Option [***] Qtr 2013

* Predelivery Payments paid in accordance with the previous delivery schedule for the Deferred Aircraft will be [***].

UNQUOTE

3.   PRICE   ESCALATION
  For the Aircraft identified in Clause 9.1.1 as CAC Id Nos. 159 909, 159 910, 159 911 and 159 912 (the ‘‘Deferred Aircraft’’) the escalation provisions set forth in Paragraph 4 of Amendment No. 16 to the Agreement shall [***].
[***] 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.

AM No. 30-8



4.   EFFECT OF THE AMENDMENT
4.1   The parties hereto agree that the Buyer may within ten (10) Working Days from the date of this Amendment provide written notice to the Seller certifying that the Buyer was [***]. Upon receipt of such notice, the Buyer and the Seller agree that [***].
4.2   Subject to the provisions of Paragraph 4.1 above, 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.
5.   CONFIDENTIALITY
  This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.
6.   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 6 will be void and of no force or effect.
[***] 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.

AM No. 30-9



7.   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.

AM No. 30-10



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: Christophe Mourey
  Its: Senior Vice President Contracts

JETBLUE AIRWAYS CORPORATION

By:     Mark D. Powers

Its:     VP, Treasurer

AM No. 30-11



Exhibit 10.2

IAE PROPRIETARY INFORMATION

IAE Building
400 Main Street
East Hartford, CT 06108 USA

30 January 2007

Mr. Thomas Anderson
Senior VP, Supply Chain Management
JetBlue Airways Corporation
118-29 Queens Blvd.
11th Floor
Forest Hills, Queens
New York, NY 11375

Reference:   The V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG, dated May 4, 1999 (the ‘‘Agreement’’)
Subject:   Side Letter No. 21 to the Agreement (the ‘‘Side Letter No. 21’’)

Dear Sir:

IAE is pleased to submit to JetBlue this Side Letter No. 21 in support of JetBlue’s commitment to upgrade certain of its aircraft to a SelectOne™ configuration. In recognition of this commitment, IAE is developing a SelectOne™ hardware modification package for V2500-A5 engines, consisting of [***] (the ‘‘ SelectOne™ Production Standard ’’), that is herby offered to JetBlue in accordance with the terms and condition contained herein.

1.   Definitions

Except as defined herein, capitalized terms shall have the meanings as set forth in the Agreement (as amended).

1.1   ‘‘ SelectOne™ Eligible Aircraft ’’ shall mean those Aircraft delivered to JetBlue after the SelectOne™ Production Date, including but not limited to the fifty-eight (58) Firm Aircraft (numbers 116 through 173) and the fifty (50) Option Aircraft (numbers 174 through 223) which are currently scheduled for delivery in 2009 or thereafter in accordance with Side Letter No. 20 to the Agreement.
1.2   ‘‘ SelectOne™ Engines ’’ shall mean those V2527-A5 Engines incorporating the SelectOne™ Production Standard at production.
[***] 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.

1



IAE PROPRIETARY INFORMATION

1.3   ‘‘ SelectOne™ Production Date ’’ shall mean the date on which the first new production Airbus A320 family aircraft containing installed SelectOne™ Engines is delivered to an Airbus customer.
1.4   ‘‘ [***] Aircraft ’’ shall mean Pre-SelectOne™ [***] Aircraft, together with the SelectOne™ [***] Aircraft, as follows:
1.4.1   ‘‘Pre-SelectOne™ [***] Aircraft ’’ shall mean the last [***] Aircraft delivered to JetBlue immediately preceding the SelectOne™ Production Date, which for business planning purposes, shall initiate with the first Aircraft delivered around [***], 2007.
1.4.2   ‘‘SelectOne™ [***] Aircraft ’’ shall mean the first [***] Aircraft delivered to JetBlue with SelectOne™ Engines.
1.5   ‘‘[ ***]   Period ’’ shall mean the first [***] flight hours flown by each [***] Aircraft from new, during which [***] shall be collected in support of the [***] calculation set forth in Section 3 below.
1.6   ‘‘ Aircraft Performance Monitoring ’’ or ‘‘ APM ’’ shall mean the A320 series Aircraft Performance Model provided by Airbus to JetBlue on TBD, bearing the reference number TBD, where such TBD information shall be provided by JetBlue when available and prior to the [***].
2.   Purchase of SelectOne™ Engines

For each SelectOne™ Engine originally installed from new on SelectOne™ Eligible Aircraft delivered to JetBlue on or after the SelectOne™ Production Date, JetBlue shall pay to IAE upon delivery of each such Aircraft the following amounts:

2.1   [***] Dollars (US$[***]) [***] per SelectOne™ Engine originally installed on SelectOne™ Eligible Aircraft delivered to JetBlue, escalated to the date of delivery in accordance with this Section 2 (the ‘‘ SelectOne™ Payment ’’); plus
2.2   An additional amount determined as follows:
2.2.1   Where the [***] amount has not yet been calculated in accordance with Section 3 below, JetBlue shall pay IAE the [***] amount of [***] Dollars (US$[***]) in [***] per SelectOne™ Eligible Aircraft delivered with SelectOne™ Engines, escalated to the date of delivery in accordance with this Section 2; or
2.2.2   Where the [***] amount has been calculated in accordance with Section 3 below, JetBlue shall pay the [***] amount for each SelectOne™ Eligible Aircraft delivered with SelectOne™ Engines, escalated to the date of delivery in accordance with this Section 2.
[***] 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

All payments under this Section 2 shall be escalated in accordance with the Escalation Formula set forth in Exhibit B (as adjusted to reflect the [***] base date herein) to Side Letter No. 17 to the Agreement, dated June 11, 2004, from the base month of [***] to the date of Aircraft delivery or [***], as appropriate; where applicable, the [***].

3.   [***]
3.1   Calculation of [***]

Within thirty (30) days following completion of the [***] for all [***] Aircraft, IAE shall calculate the SelectOne™ ‘‘[***]’’, as follows:

[***]

3.2   Calculation of [***]

Immediately following the calculation of the [***] in accordance with Section 3.1 above, IAE shall calculate the value of the ‘‘[***]’’, as follows:

[***]

[***] 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

3.3   [***] Calculation and [***] Requirements

Calculation of the values [***] and [***] in the formula set forth in 3.1 above shall be subject to the following requirements:

3.3.1   JetBlue shall provide IAE with access to all input and output data accumulated for the [***] Aircraft (the ‘‘Data’’), and shall provide IAE with [***] and [***] output reports for the [***] Aircraft in the form(s) reasonably required by IAE. In the event that the parties mutually agree that the [***] data shall [***], shall be provided (the ‘‘[***]’’);
3.3.2   Data obtained from each Engine installed on the [***] Aircraft during the [***] shall be evaluated using normal statistical practices and shall also vary less than two standard deviations from the average;
3.3.3   The quantity of [***] shall be sufficient to calculate the values of [***] and [***] in accordance with normal statistical practices;
3.3.4   All Data derived from the [***] with respect to the [***] Aircraft and related Engines shall be calculated using the same [***] model version;
3.3.5   JetBlue shall make best efforts to ensure that all Data had been derived from [***] Aircraft used for normal civil commercial airline revenue service flights during the [***] Period for such [***] Aircraft;
3.3.6   The total average derate for Pre-SelectOne™ [***] Aircraft shall not vary by more than [***]% from that of SelectOne™ [***] Aircraft , where the total average derate is calculated using Data from all missions completed during the entire [***] Period for each and every [***] Aircraft;
[***] 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

3.3.7   The total average stage length for Pre-SelectOne™ [***] Aircraft shall not vary by more than [***]% from that of SelectOne™ [***] Aircraft, where the total average stage length is calculated using data from all missions completed during the entire [***] Period for each and every [***] Aircraft;
3.3.8   All Engines powering [***] Aircraft shall be managed and maintained in a similar manner, and shall not be modified except with the consent of IAE;
3.3.9   IAE and JetBlue shall utilize best efforts to mutually agree to a methodology to address variation in the properties of [***] used by [***] Aircraft during their respective [***] Periods. The parties further agree that all costs associated with satisfying this Provision 3.3.9 shall be [***]; and
3.3.10   [***] shall not be used for [***] of any [***] Aircraft during the collection of [***].

If any of the above requirements are not met, then IAE shall have the right to ( i ) [***] data from the data sets used to calculate the values of [***] or [***] (any [***] shall be referred to as ‘‘[***]’’), and/or ( ii ) require the parties to mutually agree to an [***] of measuring and calculating the data required to calculate the values of [***] or [***].

3.4   Right of [***]

Furthermore, if either ( i ) the [***] or [***] predicted [***], as determined by IAE, shall differ from the resultant of the equation ([***]) by more than [***]%, or ( ii ) the value of [***], as calculated in Section 3.1 above, is less than [***]%, then IAE shall have the [***] to implement either or both of the following, as applicable:

A.   Retain a neutral, third party specialist to investigate programs and methodologies used herein, where such associated costs shall be [***]. Where the outcome of such investigation indicates a correction to the methodology is required, the parties shall mutually agree to implement an [***] of measuring and calculating the data required to calculate the values of [***] or [***]; and
B.   Introduce, at [***], appropriate [***] to new SelectOne™ Engines powering JetBlue’s SelectOne™ Eligible Aircraft (‘‘ Affected Aircraft ’’) and to require the [***] and subsequent [***] of the values and amounts specified in this Section 3 for such Affected Aircraft in order to obtain a revised [***] (the ‘‘Revised [***]’’).

For the avoidance of doubt, further [***] shall be limited to those engines powering Affected Aircraft.

[***] 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



IAE PROPRIETARY INFORMATION

4.   [***]
4.1   Immediately following calculation of either the [***] or the [***], as applicable, in accordance with Section 3 above, IAE shall [***], calculated as the [***]:
4.1.1   [***], which is the total [***] amounts paid by JetBlue to IAE in accordance with Section 2.2.1 above for SelectOne™ Eligible Aircraft JetBlue received with SelectOne™ Engines installed, [***]
4.1.2   [***], which is the total [***] amounts that JetBlue [***] for such Aircraft based on the calculation performed in accordance with Section 3 above, as escalated to the date of each original payment made in accordance with 2.2.1 above.
4.2   [***] or payments owed under this Section shall be made in US Dollars within fifteen (15) days of [***].
5.   [***]

[***]

6.   [***]

[***]

7.   SelectOne™ Engine [***]

[***]

[***] 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.

6



IAE PROPRIETARY INFORMATION

8.   Conditions
8.1   IAE’s commitments relating to the incorporation of SelectOne™ Engines, as detailed in this Side Letter No. 21, are subject to (a) certification of the SelectOne™ configured V2527-A5 engine by the FAA, (b) IAE and Airbus reaching a commercial agreement allowing for SelectOne™ hardware incorporation into installed production Engines, and (c) the availability of SelectOne™ hardware for incorporation into JetBlue’s Engines.
8.2   JetBlue agrees that all V2500 powered Aircraft incorporating the SelectOne™ Production Standard shall be V2527-A5 powered A320 aircraft. Should JetBlue take delivery of a SelectOne™ Eligible Aircraft that is not a V2527-A5 powered A320 aircraft, then IAE and JetBlue agree to negotiate in good faith to revise the terms of this Side Letter No. 21 to the mutual agreement of the parties.
8.3   IAE’s provision of SelectOne™ Engines as referenced herein is based upon the Aircraft delivery schedule set forth in Side Letter No. 20 to the Agreement. In the event that such delivery schedule is amended, or certification and subsequent entry into service of the SelectOne™ Production Standard is delayed, [***]
8.4   [***]
9.   [***]

Notwithstanding the provisions of Clause 6.7 of the Agreement to the contrary, JetBlue may [***], as set forth in Exhibit A and Exhibit B respectively, to [***]. For the avoidance of doubt, this Side Letter No. 21 shall not be disclosed by JetBlue to any third party without the prior written consent of IAE, [***]

[***] 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



IAE PROPRIETARY INFORMATION

10.   [***]

[***]

11.   Condition Precedent

JetBlue’s approval of this Side Letter No. 21 is subject to [***]. In the event that [***], this Side Letter No. 21 shall be void and shall have no force and effect.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

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

8



IAE PROPRIETARY INFORMATION

Except as expressly amended by this Side Letter No. 21, all provisions of the Agreement (as amended from time to time by various side letters and amendments) remain in full force and effect. IAE’s offer as contained in this Side Letter No. 21 supersedes all prior versions submitted to JetBlue and may be accepted by JetBlue at any time prior to 30 January 2007, by signing below and delivering an original to IAE.


Very truly yours, Agreed to and accepted on behalf of
IAE International Aero Engines AG JetBlue Airways Corporation
Philip Harris Thomas E. Anderson
Name Name
SVP Customers Senior Vice President
Title Title
January 30, 2007 February 1, 2007
Date Date

9



IAE PROPRIETARY INFORMATION

Exhibit A
[***]

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

10



EXHIBIT A-1

ESCALATION FORMULA

1.   Any unit base price or other sum expressed to be subject to escalation from the Base Month (as defined below) to month of delivery or other date of determination in accordance with the IAE Escalation Formula will be subject to escalation in accordance with the following formula:
Pi        =   (Pb+F) x CPI where:
Pi        =   the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar
Pb       =   unit base price or other sum
F         =   [***](N) (Pb), rounded to the nearest U.S. Dollar
N        =   the calendar year of scheduled engine delivery or other date of determination, minus the applicable base year
CPI     =   [***](L) + [***](M)
L         =   Labor Ratio defined below
M        =   Material Ratio defined below

‘‘Base Month’’ shall mean the base month specified for prices and related credits in the Agreement.

The IAE Composite Price Index is the sum of [***] percent of the Labor Ratio and [***] percent of the Material Ratio, with the sum rounded to the nearest ten thousandth. The quarterly value published for the Employment Cost Index will be deemed to apply to each month of the quarter.

The Labor Ratio is the ‘‘Employment Cost Index (ECI) Wages and Salaries for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I’’ as published quarterly by the Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery for each engine/equipment; divided by the value of ‘‘Employment Cost Index (ECI) Wages and Salaries for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I’’ for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the Base Month. To be clear the quarterly value of CIU2023211000000I will apply to each month of a given quarter.

The Material Ratio is the ‘‘Producer Price Index, Industrial Commodities, WPU03thru15’’, as published monthly by the Bureau of Labor Statistics, U.S. Department of Labor, for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery for each engine/equipment; divided by the value for Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the Base Month.

[***] 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.

17



IAE PROPRIETARY INFORMATION

The value of the factors [ ***](L) and [***](M) shall be determined to the nearest fourth decimal place. Thus if the fifth decimal place is five or more, the fourth decimal place shall be raised to the next higher number.

For a given month, the escalation shall be computed by using the applicable Index value, which the Bureau has published as the time of delivery or other date of determination.

2.   If the U.S. Department of Labor changes the base year for determination of the Index values as defined above, such rebased values will be incorporated in the escalation calculation.
3.   If the U.S. Department of Labor ceases to publish or replaces an index or revises the methodology used for the determination of the index values to be used to determine the CPI or, for any reason, has not released values needed to determine the CPI, IAE, in its sole discretion, shall select a substitute for such index or values from data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation formula such that the escalation will as closely as possible approximate the result that would have been attained by continuing the use of the original escalation formula and index values as they may have fluctuated during the applicable time period.
4.   The invoiced purchase price or final escalated sum, which in no event shall be less than the unit base price, shall be the final price or escalated sum.
[***] 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.

18



IAE PROPRIETARY INFORMATION

EXHIBIT A-2

[***]

[***] 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.

19



IAE PROPRIETARY INFORMATION

EXHIBIT A-3

[***]

[***] 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.

20



IAE PROPRIETARY INFORMATION

Exhibit B

[***]

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

21



Exhibit 10.3

IAE PROPRIETARY INFORMATION

IAE Building
400 Main Street
East Hartford, CT 06108 USA

March 27, 2007

JetBlue Airways Corporation
118-29 Queens Blvd.
Forest Hills, NY 11375
Attention: Vice President and Treasurer

Subject:   Side Letter No. 22 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. 22 to the Agreement in support of JetBlue’s deferral of certain Aircraft deliveries, as follows:

1.   Four (4) Aircraft deliveries in 2009 are deferred so that ten (10) Aircraft deliveries are rescheduled for 2012. In addition, the Option delivery stream has been adjusted for accelerations and deferrals.
2.   Accordingly, Exhibit B-1 to the Agreement (as amended by various Side Letters including Side Letter No. 20, dated July 6, 2006) 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. 22, 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 Corporation
Stephen Pattison                                                         Mark D. Powers                                                        
Name Name
VP Customers – Americas                                        VP                                                                               
Title Title
March 29, 2007                                                            March 29, 2007                                                        
Date Date

1



IAE PROPRIETARY INFORMATION

Exhibit B-1
Aircraft Delivery Schedules

As of March 2007

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  
[***] 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. 31 Firm Aircraft [***] 2003  
No. 32 Firm Aircraft [***] 2003  
No. 33 Firm Aircraft [***] 2003  
No. 34 Firm Aircraft [***] 2003  
No. 35 Firm Aircraft [***] 2003  
No. 36 Firm Aircraft [***] 2003  
No. 37 Firm Aircraft [***] 2003  
No. 38 Firm Aircraft [***] 2003  
No. 39 Firm Aircraft [***] 2003  
No. 40 Firm Aircraft [***] 2003  
No. 41 Firm Aircraft [***] 2003  
No. 42 Firm Aircraft [***] 2003  
No. 43 Firm Aircraft [***] 2003  
No. 44 Firm Aircraft [***] 2003  
No. 45 Firm Aircraft [***] 2004  
No. 46 Firm Aircraft [***] 2004  
No. 47 Firm Aircraft [***] 2004  
No. 48 Firm Aircraft [***] 2004  
No. 49 Firm Aircraft [***] 2004  
No. 50 Firm Aircraft [***] 2004  
No. 51 Firm Aircraft [***] 2004  
No. 52 Firm Aircraft [***] 2004  
No. 53 Firm Aircraft [***] 2004  
No. 54 Firm Aircraft [***] 2004  
No. 55 Firm Aircraft [***] 2004 *  
No. 56 Firm Aircraft [***] 2004  
No. 57 Firm Aircraft [***] 2004  
No. 58 Firm Aircraft [***] 2004  
No. 59 Firm Aircraft [***] 2004 *  
No. 60 Firm Aircraft [***] 2005  
No. 61 Firm Aircraft [***] 2005  
No. 62 Firm Aircraft [***] 2005 *  
No. 63 Firm Aircraft [***] 2005  
No. 64 Firm Aircraft [***] 2005  
No. 65 Firm Aircraft [***] 2005  
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 [***] 2008 *  
No. 105 Firm Aircraft [***] 2008 *  
No. 106 Firm Aircraft [***] 2008 *  
No. 107 Firm Aircraft [***] 2008 *  
No. 108 Firm Aircraft [***] 2008 *  
No. 109 Firm Aircraft [***] 2008 *  
No. 110 Firm Aircraft [***] 2008 *  
No. 111 Firm Aircraft [***] 2008 *  
No. 112 Firm Aircraft [***] 2008 *  
No. 113 Firm Aircraft [***] 2008 *  
No. 114 Firm Aircraft [***] 2008 *  
No. 115 Firm Aircraft [***] 2008 *  
No. 116 Firm Aircraft [***] 2009 *  
No. 117 Firm Aircraft [***] 2009 *  
No. 118 Firm Aircraft [***] 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. 119 Firm Aircraft [***] 2009 *  
No. 120 Firm Aircraft [***] 2009  
No. 121 Firm Aircraft [***] 2009  
No. 122 Firm Aircraft [***] 2009  
No. 123 Firm Aircraft [***] 2009  
No. 124 Firm Aircraft [***] 2009  
No. 125 Firm Aircraft [***] 2009  
No. 126 Firm Aircraft [***] 2009  
No. 127 Firm Aircraft [***] 2009  
No. 128 Firm Aircraft [***] 2010 *  
No. 129 Firm Aircraft [***] 2010 *  
No. 130 Firm Aircraft [***] 2010 *  
No. 131 Firm Aircraft [***] 2010 *  
No. 132 Firm Aircraft [***]Quarter 2010 *  
No. 133 Firm Aircraft [***]Quarter 2010 *  
No. 134 Firm Aircraft [***]Quarter 2010 *  
No. 135 Firm Aircraft [***]Quarter 2010 *  
No. 136 Firm Aircraft [***]Quarter 2010 *  
No. 137 Firm Aircraft [***]Quarter 2010 *  
No. 138 Firm Aircraft [***] Quarter 2010  
No. 139 Firm Aircraft [***] Quarter 2010  
No. 140 Firm Aircraft [***] Quarter 2010  
No. 141 Firm Aircraft [***] Quarter 2010  
No. 142 Firm Aircraft [***] Quarter 2010  
No. 143 Firm Aircraft [***] Quarter 2010  
No. 144 Firm Aircraft [***] Quarter 2010  
No. 145 Firm Aircraft [***] Quarter 2010  
No. 146 Firm Aircraft Year 2011 *  
No. 147 Firm Aircraft Year 2011 *  
No. 148 Firm Aircraft Year 2011 *  
No. 149 Firm Aircraft Year 2011 *  
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  
No. 160 Firm Aircraft Year 2011 *  
No. 161 Firm Aircraft Year 2011 *  
No. 162 Firm Aircraft Year 2011 *  
[***] 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



IAE PROPRIETARY INFORMATION


Rank No. Aircraft Month Year  
No. 163 Firm Aircraft Year 2011 *  
No. 164 Firm Aircraft Year 2012  
No. 165 Firm Aircraft Year 2012  
No. 166 Firm Aircraft Year 2012  
No. 167 Firm Aircraft Year 2012  
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 2009
No. 175 Option Aircraft Year 2009
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 2010
No. 181 Option Aircraft Year 2010
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 2012
[***] 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.

6



IAE PROPRIETARY INFORMATION

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
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

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
March 31,
  2007 2006
Earnings:    
Income (loss) before income taxes $   (45 )   $   (47 )  
Less: capitalized interest (8 )   (5 )  
Add: fixed charges 78 57
Adjusted earnings $ 25 $ 5
Fixed charges:    
Interest expense $ 51 $ 36
Amortization of debt costs 1 1
Rent expense representative of interest 26 20
Total fixed charges $ 78 $ 57
Ratio of earnings to fixed charges (1) — —
(1) Earnings were inadequate to cover fixed charges by $53 million and $52 million for the quarters ended March 31, 2007 and 2006, respectively.


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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2007 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2007 By: /s/ JOHN HARVEY
    Executive Vice President and
Chief Financial Officer


Exhibit 32

JetBlue Airways Corporation

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of JetBlue Airways Corporation on Form 10-Q for the quarterly period ended March 31, 2007, as filed with the Securities and Exchange Commission on April 24, 2007 (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.


Date: April 24, 2007 By: /s/ DAVID NEELEMAN
    Chief Executive Officer
Date: April 24, 2007 By: /s/ JOHN HARVEY
    Executive Vice President and
Chief Financial Officer