JETBLUE AIRWAYS CORP (Form: 10-Q, Received: 07/27/2004 11:35:00)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2004

o 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) 709-3026

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). ý Yes o No

As of June 30, 2004, there were 103,359,313 shares of the registrant’s common stock, par value $0.01, outstanding.

JetBlue Airways Corporation
FORM 10-Q

INDEX

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - June 30, 2004 and December 31, 2003	2
	Consolidated Statements of Income - Three and Six Months Ended June 30, 2004 and 2003	3
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2004 and 2003	4
	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 2.	Changes in Securities and Use of Proceeds	19

Item 4.	Submission of Matters to a Vote of Security Holders	19

Item 5.	Other Information	20

Item 6.	Exhibits and Reports on Form 8-K	20

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share data)

	June 30, 2004			December 31, 2003
	(unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	513,614		$	570,695
Short-term investments	36,049			36,610
Receivables, less allowance	31,940			16,723
Prepaid expenses and other	28,841			21,712
Total current assets	610,444			645,740

PROPERTY AND EQUIPMENT
Flight equipment	1,509,006			1,220,272
Predelivery deposits for flight equipment	232,420			186,453
	1,741,426			1,406,725
Less accumulated depreciation	82,527			60,567
	1,658,899			1,346,158

Other property and equipment	124,361			94,899
Less accumulated depreciation	27,098			20,366
	97,263			74,533

Total property and equipment	1,756,162			1,420,691

OTHER ASSETS
Purchased technology, net	58,834			62,256
Other	84,638			57,070
Total other assets	143,472			119,326
TOTAL ASSETS	$	2,510,078		$	2,185,757

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	60,807		$	52,983
Air traffic liability	171,855			134,719
Accrued salaries, wages and benefits	45,559			61,851
Other accrued liabilities	38,031			23,081
Short-term borrowings	40,091			29,884
Current maturities of long-term debt	82,051			67,101
Total current liabilities	438,394			369,619

LONG-TERM DEBT	1,186,402			1,011,610

DEFERRED TAXES AND OTHER LIABILITIES	153,608			133,392

STOCKHOLDERS’ EQUITY
Common stock, 103,359,313 and 102,069,111 shares issued and outstanding in 2004 and 2003, respectively	1,034			1,021
Additional paid-in capital	568,402			552,375
Retained earnings	156,340			119,689
Unearned compensation	(6,596		)	(7,544		)
Accumulated other comprehensive income	12,494			5,595
Total stockholders’ equity	731,674			671,136
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,510,078		$	2,185,757

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003

OPERATING REVENUES
Passenger	$	309,175		$	237,037		$	588,791		$	446,940
Other	10,543			7,664			19,930			14,891
Total operating revenues	319,718			244,701			608,721			461,831

OPERATING EXPENSES
Salaries, wages and benefits	83,902			67,827			161,486			124,728
Aircraft fuel	57,430			32,457			106,675			68,423
Landing fees and other rents	21,868			16,309			43,385			32,597
Aircraft rent	17,740			14,907			34,995			27,986
Sales and marketing	18,342			14,541			31,766			25,968
Depreciation and amortization	17,441			11,471			33,757			21,793
Maintenance materials and repairs	8,391			5,366			20,888			8,698
Other operating expenses	49,516			36,279			98,017			71,641
Total operating expenses	274,630			199,157			530,969			381,834

OPERATING INCOME	45,088			45,544			77,752			79,997

OTHER INCOME (EXPENSE)
Interest expense	(12,519		)	(6,023		)	(22,340		)	(12,217		)
Capitalized interest	1,810			1,221			3,386			2,242
Interest income and other	2,135			1,948			3,480			2,720
Government compensation	—			22,761			—			22,761
Total other income (expense)	(8,574		)	19,907			(15,474		)	15,506

INCOME BEFORE INCOME TAXES	36,514			65,451			62,278			95,503

Income tax expense	15,056			27,494			25,627			40,188

NET INCOME	$	21,458		$	37,957		$	36,651		$	55,315

EARNINGS PER COMMON SHARE:
Basic	$	0.21		$	0.40		$	0.36		$	0.59
Diluted	$	0.19		$	0.36		$	0.33		$	0.53

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months Ended June 30,
	2004			2003

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	36,651		$	55,315
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	25,004			39,287
Depreciation	29,411			19,057
Amortization	4,702			2,903
Changes in certain operating assets and liabilities	14,695			12,254
Other, net	1,777			909
Net cash provided by operating activities	112,240			129,725

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(284,893		)	(261,804		)
Predelivery deposits for flight equipment	(87,791		)	(99,384		)
Purchase of short-term investments	(13,727		)	(10,013		)
Proceeds from maturities of short-term investments	20,500			9,185
Other, net	(4,680		)	75
Net cash used in investing activities	(370,591		)	(361,941		)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock	10,347			5,325
Issuance of long-term debt	232,315			68,000
Aircraft sale and leaseback transactions	—			189,300
Short-term borrowings	23,238			13,031
Repayment of long-term debt	(42,573		)	(26,512		)
Repayment of short-term borrowings	(13,031		)	(8,130		)
Other, net	(9,026		)	(2,025		)
Net cash provided by financing activities	201,270			238,989

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(57,081		)	6,773

Cash and cash equivalents at beginning of period	570,695			246,752

Cash and cash equivalents at end of period	$	513,614		$	253,525

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation: Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation, or JetBlue, and LiveTV, LLC, or LiveTV, collectively “we”, “us” 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 2003 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003 (our “2003 Form 10-K”).

These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC, and, in our opinion, reflect all adjustments including normal recurring items which are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003

Net income, as reported	$	21,458		$	37,957		$	36,651		$	55,315
Add: Stock-based employee compensation expense included in reported net income, net of tax	235			257			493			509
Deduct: Stock-based employee compensation expense determined under the fair value method, net of tax
Crewmember stock purchase plan	(2,178		)	(145		)	(2,976		)	(999		)
Employee stock options	(3,020		)	(1,657		)	(5,721		)	(3,074		)
Proforma net income	$	16,495		$	36,412		$	28,447		$	51,751

Earnings per common share:
Basic - as reported	$	0.21		$	0.40		$	0.36		$	0.59
Basic - proforma	$	0.16		$	0.39		$	0.28		$	0.55

Diluted - as reported	$	0.19		$	0.36		$	0.33		$	0.53
Diluted - proforma	$	0.15		$	0.35		$	0.26		$	0.50

Note 2 – Long-term Debt

On March 24, 2004, we completed a public offering of $431 million of pass-through certificates Series 2004-1 G-1, 2004-1 G-2 and 2004-1 C, or certificates, to finance 13 new Airbus A320 aircraft, scheduled to be delivered through December 2004. The Class G-1 certificates totaling $119.1 million bear interest at three month London Interbank Offered Rate, or LIBOR, plus 0.375%, the Class G-2 certificates totaling $187.9 million bear interest at three month LIBOR plus 0.42%, and the Class C certificates totaling $124.0 million bear interest at three month LIBOR plus 4.25%. Principal payments are required on the Class G-1 and Class C certificates quarterly commencing on March 15, 2005. The entire principal amount of the Class G-2 certificates is scheduled to be paid on March 15, 2014. Interest on all certificates is payable quarterly and commenced on June 15, 2004. Separate trusts were established for each class of certificates.

The proceeds from the sale of the certificates are being held in escrow with a depositary. As aircraft are delivered, the proceeds are utilized to purchase our secured equipment notes issued to finance these aircraft. The proceeds held in escrow are not assets of ours, nor are the certificates obligations of ours or guaranteed by us; therefore, they are not included in our condensed consolidated financial statements. At June 30, 2004, $164.3 million in equipment notes issued by us and secured by five aircraft are direct obligations of ours. At June 30, 2004, $266.7 million of proceeds from the sale of the certificates was held in escrow and not recorded as an asset or direct obligation of ours.

In addition to the issuance of the equipment notes described above, during the six months ended June 30, 2004, we issued $68.0 million in floating rate equipment notes due through 2016, the interest on which adjusts quarterly based on the three month LIBOR. At June 30, 2004, the weighted average interest rate of all of our long-term debt was 3.52%, and maturities were $33.9 million for the remainder of 2004, $83.4 million in 2005, $86.1 million in 2006, $88.3 million in 2007, $98.3 million in 2008, $85.5 million in 2009 and $793.0 million thereafter.

In June 2004, we increased our aircraft predelivery deposit funding facility from $34.0 million to $48.0 million. At June 30, 2004, we had $40.1 million in borrowings outstanding under this facility and the weighted average interest rate on these short-term borrowings was 3.0%.

Note 3 – Comprehensive Income

Comprehensive income includes changes in the fair value and reclassifications into earnings of amounts previously deferred related to our crude oil financial derivative instruments, which qualify for hedge accounting in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . Comprehensive income consisted of the following (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003

Net income	$	21,458		$	37,957		$	36,651		$	55,315
Change in fair value of derivative contracts	12,459			3,672			19,586			2,540
Reclassifications into earnings	(5,889		)	48			(8,039		)	(130		)
Tax effect of change in fair value and reclassifications into earnings	(2,733		)	(1,487		)	(4,648		)	(964		)

Comprehensive income	$	25,295		$	40,190		$	43,550		$	56,761

Note 4 – Earnings Per Share

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003

Numerator:
Net income applicable to common stockholders for basic and diluted earnings per share	$	21,458	$	37,957	$	36,651	$	55,315

Denominator:
Weighted-average shares outstanding for basic earnings per share	102,995,633		94,478,120		102,623,153		94,210,577
Effect of dilutive securities:
Employee stock options	8,426,726		8,025,918		8,191,237		7,539,971
Unvested common stock	34,468		1,779,068		27,322		1,787,402

Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share	111,456,827		104,283,106		110,841,712		103,537,950

For the three and six months ended June 30, 2004, 4.1 million shares issuable upon conversion of our 3½% convertible notes are excluded from the diluted earnings per share calculation since the contingent conditions for their conversion have not yet been met. For the three and six months ended June 30, 2004, we excluded 2.3 million stock options from the diluted earnings per share computation and for the three and six months ended June 30, 2003, we excluded 0.1 million stock options. These stock options were excluded from the diluted earnings per share computation because their exercise price was greater than the average market price of our common stock.

Note 5 – Income Taxes

Income tax expense is based on estimated annual effective tax rates, which differ from the federal statutory rate of 35% primarily due to state and local income taxes, nondeductible expenses and stock option compensation.

Note 6 – Employee Retirement Plan

We sponsor a retirement profit sharing and 401(k) defined contribution plan, or the Plan. Our contributions expensed for the Plan for the three months ended June 30, 2004 and 2003 were $7.8 million and $12.6 million, respectively, and contributions expensed for the Plan for the six months ended June 30, 2004 and 2003 were $13.7 million and $18.9 million, respectively.

Note 7 – Commitments

At June 30, 2004, our firm aircraft orders consisted of 122 Airbus A320 aircraft, 100 Embraer E190 aircraft and 37 spare engines scheduled for delivery through 2012. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations, spare engines and predelivery deposits, will be approximately $345 million for the remainder of 2004, $815 million in 2005, $1.12 billion in 2006, $1.16 billion in 2007, $1.19 billion in 2008, $1.22 billion in 2009 and $1.70 billion thereafter. We have options to purchase 50 A320 aircraft and related equipment scheduled for delivery from 2008 through 2013, and we also have options to purchase 100 Embraer E190 aircraft and related equipment scheduled for delivery from 2011 through 2016. Debt financing has been arranged for our eight remaining aircraft deliveries scheduled for 2004. Additionally, lease financing has been arranged for the first 30 Embraer E190 aircraft deliveries scheduled for delivery through March 2007.

Note 8 – Contingencies

Beginning in September 2003, several lawsuits were commenced against us alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well as violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. Other parties, including certain governmental agencies, are conducting inquiries, and may commence proceedings, file claims or seek other relief with respect to this matter. We are currently unable to determine the potential impact that this litigation or any inquiries may have upon us.

Holders of our $175 million aggregate principal amount of 3 ½% convertible unsecured notes due 2033 may convert the notes at a conversion rate of 23.52945 shares per $1,000 principal amount of notes into 4.1 million shares of our common stock under the following circumstances: (1) during any fiscal quarter if the closing sale price of our common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 95% of the product of the closing sale price of our common stock and the conversion rate; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain corporate transactions.

Note 9 – Financial Instruments and Risk Management

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

	2004			2003
At June 30:
Fair value of derivative instruments	$	21,187		$	4,446
Estimated hedged position during the next 12 months	25		%	60		%
Longest remaining term (months)	18			18
Hedged volume (barrels)	2,760			3,375

	Three months ended June 30,				Six months ended June 30,
	2004		2003		2004		2003

Hedge effectiveness gains (losses) recognized in fuel expense	8,057		(494	)	13,424		559
Hedge ineffectiveness gains (losses) recognized in other income	(71	)	976		(45	)	741
Percentage of actual consumption hedged	46	%	73	%	46	%	62	%

Note 10–Government Compensation

In April 2003, the President signed into law the Emergency War Time Supplemental Appropriations Act of 2003, which provided for compensation to domestic air carriers based on their proportional share of passenger security and air carrier infrastructure security fees paid by those carriers through the date of enactment of the legislation. In May 2003, we received $22.8 million in compensation pursuant to this legislation, which is recorded in other income (expense).

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

Results of Operations

Three Months Ended June 30, 2004 and 2003

Our net income for the three months ended June 30, 2004 decreased to $21.5 million from $37.9 million for the three months ended June 30, 2003 and represented our 14 ^th consecutive quarterly profit. Diluted earnings per share was $0.19 for the second quarter of 2004 compared with $0.36 for the same period in 2003. Our results for 2003 included $22.8 million in government compensation related to the Emergency War Time Supplemental Appropriations Act of 2003, which, net of income taxes and profit sharing, amounted to $11.5 million, or $0.11 per diluted share.

Our operating margin for the three months ended June 30, 2004 was 14.1% compared to 18.6% in 2003 and operating income was $45.1 million in 2004 compared to $45.5 million for the same period in 2003. Our operations in 2004 continued to be impacted by record high fuel prices in addition to an extremely competitive revenue environment which resulted in revenues growing at a slower rate than capacity.

Operating Revenues . Operating revenues increased 30.7%, or $75.0 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 37.3% increase in departures, or $97.9 million, partially offset by a 7.4% decrease in yield, or $25.7 million, drove the increase in passenger revenues of $72.2 million for the three months ended June 30, 2004. Lower yields experienced during 2004 and a 0.8 point reduction in load factor were primarily attributable to an extremely competitive environment which included significant fare discounting by several major airlines in many of the markets we serve. These carriers also added back capacity that was taken out in 2003 at the onset of hostilities in Iraq. Other revenues increased 37.6%, or $2.8 million, primarily due to increased change fees of $1.2 million resulting from more passengers, increases in LiveTV third party revenues of $0.5 million and increased concession revenues at New York’s John F. Kennedy International Airport, or JFK, of $0.5 million.

Operating Expenses. Operating expenses increased 37.9%, or $75.4 million, due to an average of 17.0 additional aircraft in service in 2004. Operating capacity increased 42.2% to 4.66 billion available seat miles. An increase in transcontinental flights over 2003 contributed to a 7.6% increase in average stage length. Operating expenses per available seat mile decreased 3.0% to 5.90 cents for the three months ended June 30, 2004. In detail, operating costs per available seat mile were:

	Three Months Ended June 30,		Percent Change
	2004	2003	Percent Change
	(in cents)
Operating expenses:
Salaries, wages and benefits	1.80	2.07	(13.0	)%
Aircraft fuel	1.23	.99	24.4	%
Landing fees and other rents	.47	.50	(5.7	)%
Aircraft rent	.38	.46	(16.3	)%
Sales and marketing	.40	.44	(11.3	)%
Depreciation and amortization	.38	.35	6.9	%
Maintenance materials and repairs	.18	.16	10.0	%
Other operating expenses	1.06	1.11	(4.0	)%
Total operating expenses	5.90	6.08	(3.0	)%

Despite a 36.6% increase in sales and marketing expense and a 16.6% increase in fuel expense from the first quarter of 2004, cost per available seat mile decreased slightly compared to 6.08 cents in the first quarter of 2004 primarily due to lower maintenance costs.

Salaries, wages and benefits increased 23.7%, or $16.0 million, in 2004 compared to 2003 due to an increase in average full-time equivalent employees of 35.2%. Cost per available seat mile decreased 13.0% primarily as a result of a $5.1 million lower profit sharing provision, of which $3.4 million was attributable to Emergency War Time compensation in 2003.

Aircraft fuel expense increased 76.9%, or $25.0 million, due to 18.3 million more gallons of aircraft fuel consumed resulting in $14.4 million of additional fuel expense and, after the impact of fuel hedging, a 22.4% increase in average fuel cost per gallon, or $10.6 million. Cost per available seat mile increased 24.4% primarily due to the increase in average fuel cost per gallon.

Landing fees and other rents increased 34.1%, or $5.6 million, due to a 37.3% increase in departures over 2003. Cost per available seat mile decreased 5.7% due to higher capacity and an increase in average stage length.

Aircraft rent increased 19.0%, or $2.8 million, due to having 4.6 more average aircraft under operating leases during the three months ended June 30, 2004 compared to 2003. Cost per available seat mile decreased 16.3% primarily due to a lower percentage of our aircraft fleet being leased.

Sales and marketing expense increased 26.1%, or $3.8 million, due to higher credit card fees resulting from increased passenger revenues. On a cost per available seat mile basis, sales and marketing expense decreased 11.3% due to increases in capacity exceeding increases in advertising costs. We booked substantially all of our reservations through a combination of our website (75.2% in 2004) and our own reservation agents (23.1% in 2004).

Depreciation and amortization increased 52.0%, or $6.0 million, due to having 12.4 more average owned aircraft during the three months ended June 30, 2004 compared to the same period in 2003. Cost per available seat mile increased 6.9% primarily due to a higher percentage of our aircraft fleet being owned.

Maintenance materials and repairs increased 56.4%, or $3.0 million, due to 17.0 more average operating aircraft in 2004 compared to the same period in 2003 and a gradual aging of the fleet. Cost per available seat mile increased 10.0% due to the completion of 11 airframe checks in 2004 compared to eight in 2003, as well as increased engine and component repairs.

Other operating expenses increased 36.5%, or $13.2 million. Higher variable costs associated with increased capacity and number of passengers served were the primary reasons for the increase, partially offset by non-recurring tax refunds. Cost per available seat mile decreased 4.0% primarily as a result of higher capacity and lower insurance rates.

Other Income (Expense). Interest expense increased 108%, or $6.5 million, due to the debt financing of 13 additional aircraft and interest on our 3½% convertible notes. Capitalized interest increased 48.3%, or $0.5 million, primarily due to higher predelivery deposit balances partially offset by lower interest rates. Interest income increased 84.3%, or $0.7 million, primarily due to higher cash and investment balances in 2004.

Six Months Ended June 30, 2004 and 2003

Our net income for the six months ended June 30, 2004 decreased to $36.7 million from $55.3 million for the six months ended June 30, 2003. Diluted earnings per share was $0.33 for the six months ended June 30, 2004 compared with $0.53 for the same period in 2003. Our results for 2003 included $22.8 million in Emergency War Time government compensation, which net of income taxes and profit sharing, amounted to $11.5 million, or $0.11 per diluted share.

Our operating margin for the six months ended June 30, 2004 was 12.8% compared to 17.3% in 2003 and operating income was $77.8 million in 2004 compared to $80.0 million for the same period in 2003. Our operations in 2004 were impacted by an extremely competitive revenue environment which resulted in revenues growing at a slower rate than capacity additions and record high fuel prices, poor weather conditions in the Northeast and increases in maintenance costs.

Operating Revenues . Operating revenues increased 31.7%, or $146.9 million, primarily due to an increase in passenger revenues. Increased passengers resulting from a 36.3% increase in departures, or $184.8 million, partially offset by a 6.8% decrease in yield, or $42.9 million, drove the increase in passenger revenues of $141.9 million for the six months ended June 30, 2004. Lower yields experienced during 2004 and a 1.2 point reduction in load factor were primarily attributable to an extremely competitive environment, which included unprecedented fare discounting and frequent flyer offers by several major airlines in many of the markets we serve. These carriers also added back capacity that was taken out in 2003 at the onset of hostilities in Iraq, which significantly impacted our east-west markets. Other revenues increased 33.8%, or $5.0 million, primarily due to increased change fees of $2.5 million resulting from more passengers and increases in LiveTV third party revenues of $1.1 million.

Operating Expenses. Operating expenses increased 39.1%, or $149.1 million, due to an average of 16.8 additional aircraft in service in 2004. Operating capacity increased 43.3% to 8.88 billion available seat miles. An increase in transcontinental flights over 2003 contributed to an 9.2% increase in average stage length. Operating expenses per available seat mile decreased 3.0% to 5.98 cents for the six months ended June 30, 2004. In detail, operating costs per available seat mile were:

	Six Months Ended June 30,		Percent Change
	2004	2003	Percent Change
	(in cents)
Operating expenses:
Salaries, wages and benefits	1.82	2.01	(9.7	)%
Aircraft fuel	1.20	1.10	8.8	%
Landing fees and other rents	.49	.53	(7.1	)%
Aircraft rent	.39	.45	(12.7	)%
Sales and marketing	.36	.42	(14.6	)%
Depreciation and amortization	.38	.35	8.1	%
Maintenance materials and repairs	.24	.14	67.6	%
Other operating expenses	1.10	1.17	(4.5	)%
Total operating expenses	5.98	6.17	(3.0	)%

Salaries, wages and benefits increased 29.5%, or $36.7 million, due to an increase in average full-time equivalent employees of 37.1% in 2004 compared to 2003. Cost per available seat mile decreased 9.7% principally as a result of a $5.9 million lower profit sharing provision, of which $3.4 million was attributable to Emergency War Time compensation in 2003.

Aircraft fuel expense increased 55.9%, or $38.2 million, due to 35.2 million more gallons of aircraft fuel consumed resulting in $30.9 million of additional fuel expense and, after the impact of fuel hedging, a 7.4% increase in average fuel cost per gallon, or $7.3 million. Cost per available seat mile increased 8.8% primarily due to the increase in average fuel cost per gallon.

Landing fees and other rents increased 33.1%, or $10.8 million, due to a 36.3% increase in departures over 2003. Cost per available seat mile decreased 7.1% due to higher capacity and an increase in average stage length.

Aircraft rent increased 25.0%, or $7.0 million, due to having 5.8 more average aircraft under operating leases during the six months ended June 30, 2004 compared to 2003. Cost per available seat mile

decreased 12.7% due to a lower percentage of our aircraft fleet being leased.

Sales and marketing expense increased 22.3%, or $5.8 million, due to higher credit card fees resulting from increased passenger revenues. On a cost per available seat mile basis, sales and marketing expense decreased 14.6% due to increases in capacity exceeding increases in advertising costs. We booked substantially all of our reservations through a combination of our website (76.1% in 2004) and our own reservation agents (22.1% in 2004).

Depreciation and amortization increased 54.9%, or $12.0 million, due to having 11.0 more average owned aircraft during the six months ended June 30, 2004 compared to the same period in 2003. Cost per available seat mile increased 8.1% primarily due to a higher percentage of our aircraft fleet being owned.

Maintenance materials and repairs increased 140%, or $12.2 million, due to 16.8 more average operating aircraft in 2004 compared to the same period in 2003, and a gradual aging of the fleet. Cost per available seat mile increased 67.6% due to the completion of 29 airframe checks in 2004 compared to 14 in 2003, as well as increased engine and component repairs.

Other operating expenses increased 36.8%, or $26.4 million. Higher variable costs associated with increased capacity and number of passengers served were the primary reasons for the increase, partially offset by non-recurring tax refunds. Cost per available seat mile decreased 4.5% primarily as a result of higher capacity and lower insurance rates.

Other Income (Expense). Interest expense increased 82.9%, or $10.1 million, due to the debt financing of 13 additional aircraft and interest on our 3½% convertible notes resulting in $10.7 million of additional interest expense, slightly offset by lower interest rates. Capitalized interest increased 51.0%, or $1.1 million, primarily due to higher predelivery deposit balances partially offset by lower interest rates. Interest income increased 78.1%, or $1.5 million, primarily due to higher cash and investment balances in 2004.

The following table sets forth our operating statistics for the three and six months ended June 30, 2004 and 2003:

	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
	2004			2003			Percent Change		2004			2003			Percent Change

Revenue passengers	2,920,697			2,209,920			32.2		5,570,770			4,220,537			32.0
Revenue passenger miles (000)	3,935,385			2,795,016			40.8		7,307,680			5,169,862			41.4
Available seat miles (000)	4,656,795			3,275,219			42.2		8,875,315			6,193,290			43.3
Load factor	84.5		%	85.3		%	(0.8	)pts	82.3		%	83.5		%	(1.2	)pts
Breakeven load factor (1)	74.0		%	71.5		%	2.5	pts	73.6		%	71.2		%	2.4	pts
Aircraft utilization (hours per day)	13.7			12.9			5.5		13.5			13.0			3.5

Average fare	$	105.86		$	107.26		(1.3	)	$	105.69		$	105.90		(0.2	)
Yield per passenger mile (cents)	7.86			8.48			(7.4	)	8.06			8.65			(6.8	)
Passenger revenue per available seat mile (cents)	6.64			7.24			(8.3	)	6.63			7.22			(8.1	)
Operating revenue per available seat mile (cents)	6.87			7.47			(8.1	)	6.86			7.46			(8.0	)
Operating expense per available seat mile (cents)	5.90			6.08			(3.0	)	5.98			6.17			(3.0	)
Airline operating expense per available seat mile (cents)(1)	5.84			6.06			(3.7	)	5.93			6.15			(3.6	)

Departures	22,145			16,133			37.3		42,990			31,544			36.3
Average stage length (miles)	1,348			1,253			7.6		1,323			1,212			9.2
Average number of operating aircraft during period	58.6			41.6			40.8		57.0			40.2			41.9
Average fuel cost per gallon (cents)	96.73			79.01			22.4		94.32			87.80			7.4
Fuel gallons consumed (000)	59,370			41,080			44.5		113,095			77,927			45.1
Percent of sales through jetBlue.com during period	75.2		%	72.5		%	2.7	pts	76.1		%	71.7		%	4.4	pts
Full-time equivalent employees at period end (1)									5,718			4,402			29.9

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

Liquidity and Capital Resources

At June 30, 2004, we had cash and cash equivalents of $513.6 million, compared to $570.7 million at December 31, 2003. Cash flows from operating activities were $112.2 million for the six months ended June 30, 2004 compared to $129.7 million for the six months ended June 30, 2003. Cash flows from operations in 2004 would have increased 4.9% had we not received $22.8 million in government compensation in 2003. This increase is attributable to a 41.4% increase in revenue passenger miles over 2003 offset by lower yields, higher fuel prices and increased maintenance costs. We rely primarily on operating cash flows to provide working capital. We presently have no lines of credit other than a short-term borrowing facility for certain aircraft predelivery deposits. In June 2004, we increased this facility from $34.0 million to $48.0 million and, at June 30, 2004, we had $40.1 million in borrowings outstanding under this facility.

Investing activities. During the six months ended June 30, 2004, capital expenditures related to our purchase of flight equipment included expenditures of $245.2 million for seven Airbus A320 aircraft, $87.8 million for flight equipment deposits and $8.3 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $31.4 million.

During the six months ended June 30, 2003, capital expenditures related to our purchase of flight equipment included expenditures of $232.9 million for seven Airbus aircraft and one spare engine, $99.4 million for flight equipment deposits and $9.7 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $19.2 million.

Financing activities. Financing activities for the six months ended June 30, 2004 consisted of (1) the financing of five aircraft with $164.3 million in floating rate equipment notes purchased with proceeds from our public offering of pass-through certificates, (2) the financing of two aircraft with $68.0 million of 12-year floating rate equipment notes issued to a European bank, (3) the repayment of three spare engine notes totaling $9.4 million and (4) scheduled maturities of $33.2 million of debt.

On March 24, 2004, we completed a public offering of $431 million of pass-through certificates Series 2004-1 to finance 13 new Airbus A320 aircraft, scheduled to be delivered through December 2004. The pre-funded cash proceeds from the sale of the certificates are being held in escrow with a depositary. As aircraft are delivered, the cash proceeds are utilized to purchase secured equipment notes issued by us.

Financing activities for the six months ended June 30, 2003 consisted primarily of (1) the sale and

leaseback over 20 years of five aircraft for $189.3 million with a U.S. leasing institution, (2) the issuance of $68.0 million of 10-year floating rate equipment notes issued to various European banks secured by two aircraft and (3) and the repayment of $26.5 million of long-term debt.

We currently have on file with the Securities and Exchange Commission, or the SEC, an effective shelf registration statement for the issuance of up to $750 million aggregate amount of common stock, preferred stock, debt securities, and/or pass-through certificates. Through June 30, 2004, as described above, we had issued $431 million of pass-through certificates under this shelf registration statement.

Working Capital . Our working capital was $172.1 million as of June 30, 2004. We expect to continue generating positive working capital through our operations. However, we cannot predict whether current trends and conditions will continue or what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as increased fuel prices, airline bankruptcies or consolidations, U.S. military actions, or acts of terrorism. We have secured financing for all of our remaining aircraft deliveries scheduled for 2004 and, assuming that we utilize the predelivery short-term borrowing facility available to us, we believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

Contractual Obligations

Our noncancelable contractual obligations at June 30, 2004 include the following (in millions):

	Payments due in
	Total		2004		2005		2006		2007		2008		Thereafter
Long-term debt (1)	$	1,711	$	59	$	132	$	131	$	129	$	133	$	1,127
Operating leases	1,053		50		107		110		94		89		603
Flight equipment obligations	7,550		345		815		1,120		1,160		1,190		2,920
Short-term borrowings	40		40		—		—		—		—		—
Facilities and other (2)	318		106		72		28		34		33		45
Total	$	10,672	$	600	$	1,126	$	1,389	$	1,417	$	1,445	$	4,695

(1) Includes actual interest and estimated interest for floating-rate debt based on June 30, 2004 rates.

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

There has been no material change in the terms of our debt instruments or financial covenants from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2003 Form 10-K. There are no new covenants associated with our equipment notes issued as part of our public offering of pass-through certificates. At June 30, 2004, we were in compliance with the covenants of all of our debt and lease agreements.

In January 2004, we entered into a non-cancelable operating lease for one aircraft with a 12-year term. We have $20.0 million of restricted cash pledged under standby letters of credit related to certain of our leases which expire at the end of the related lease terms.

We operated a fleet of 60 Airbus A320 aircraft, of which 35 were owned and 25 were leased under operating leases, as of June 30, 2004. We also took delivery of one owned aircraft in June that began scheduled service in July 2004. The average age of our fleet was 24 months at June 30, 2004.

On June 7, 2004, we amended our purchase agreement with AVSA, S.A.R.L., an affiliate of Airbus Industrie, increasing our firm orders for new aircraft by 30 through the exercise of existing purchase options. We also received additional purchase options for 30 new aircraft. Concurrently, we amended our purchase agreement with International Aero Engines to increase our firm engine orders to correspond to the increase in our firm aircraft ordered in addition to ordering five new spare engines.

As of June 30, 2004, we had on order 122 Airbus A320 aircraft and 100 Embraer E190 aircraft with options to acquire 50 additional Airbus A320 aircraft and 100 additional Embraer E190 aircraft, which are scheduled for delivery through 2016 (on a relatively even basis during each year) as follows:

Year	Firm			Option		End of Year Cumulative Total Fleet(1)


	A320	E190	Total	A320	E190

Remainder of 2004	8	—	8	—	—	69
2005	15	7	22	—	—	91
2006	17	18	35	—	—	126
2007	17	18	35	—	—	161
2008	17	18	35	2	—	198
2009	18	18	36	2	—	236
2010	18	18	36	2	—	274
2011	12	3	15	9	15	313
2012	—	—	—	20	18	351
2013	—	—	—	15	18	384
2014	—	—	—	—	18	402
2015	—	—	—	—	18	420
2016	—	—	—	—	13	433
	122	100	222	50	100

(1) Assumes all options are exercised.

Committed expenditures for our 222 firm aircraft and 37 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt financing has been arranged for all of our remaining 2004 aircraft deliveries and lease financing has been arranged for the first 30 of our Embraer E190 aircraft deliveries. Although we believe that debt and/or lease financing should be available for our remaining aircraft deliveries, we cannot assure you that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Other anticipated capital expenditures for spare parts, ground purchases and facility improvements for the remainder of 2004 are projected to be approximately $95 million in the aggregate.

In March 2004, the Port Authority of New York and New Jersey and the airlines agreed in principle on an agreement for the use of runways, taxiways and other facilities at JFK and LaGuardia Airports. While the agreement is not final, the new agreement is expected to have a 20-year term, with a retroactive effective date of January 1, 2004. Financial terms of the new agreement are not materially different from those of the current operating agreement. Until the terms of the new agreement are finalized, a standstill agreement was entered into by the Port Authority and the airlines that extended the original agreement to June 30, 2004. We anticipate that the Port Authority and the airlines will execute an additional standstill agreement that will expire on September 30, 2004.

Off-Balance Sheet Arrangements

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

included in our condensed consolidated financial statements.

The certificates contain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for these certificates are Landesbank Hessen-Thuringen Girozentrale and Morgan Stanley Capital Services.

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 or financial condition.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2003 Form 10-K.

Other Information

Outlook. We expect our full-year operating capacity for 2004 to increase by approximately 40 to 42 percent over 2003 and our average stage length is anticipated to be approximately 1,350 miles, which, together with the current competitive industry environment, should result in lower passenger revenue per available seat mile. Fuel costs have risen sharply since early December 2003 and may increase further. Assuming fuel prices of 92 cents per gallon, net of hedges, our cost per available seat mile is expected to be slightly lower than 2003 and our operating margin is expected to be between 12% and 14% for 2004. Higher maintenance costs are expected to be partially offset by our fixed costs being spread over more projected available seat miles.

We continue to add service, as reflected by the new daily non-stop service between Boston, MA and Fort Myers, FL and between New York and Phoenix, AZ, scheduled to commence in October 2004. Additionally, we plan to initiate service from New York’s LaGuardia Airport to Fort Lauderdale, Florida in September 2004.

Improved Customer Service. In June 2004, we launched CompanyBlue, an online corporate booking tool which provides corporate travel managers with free comprehensive reporting tools and allows corporate travelers to book online.

Employment Agreements. On July 21, 2004 we executed agreements with our Chief Executive Officer, David Neeleman, and our President and Chief Operating Officer, David Barger, extending the terms of their employment contracts with us. Mr. Neeleman’s employment term has been extended through August 2009 and Mr. Barger’s employment term has been extended through August 2008.

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” or similar language. Our actual results and the timing of certain events could differ materially from those expressed in the forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date of this report.

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

Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward looking statements due to many factors, including without limitation, our extremely competitive industry, our ability to implement our growth strategy including the integration of the Embraer E190 aircraft into our operations, our significant fixed obligations and our reliance on high daily aircraft utilization, increases in maintenance costs, fuel prices and interest rates, our dependence on the New York market, seasonal fluctuations in our operating results, our reliance on sole suppliers, government regulation, the loss of key personnel and potential problems with our workforce, the potential liability associated with the handling of our customer data and future acts of terrorism or the threat of such acts or escalation of U.S. military involvement overseas.

Additional information concerning these and other factors is contained in our Securities and Exchange Commission filings, including but not limited to, our 2003 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2003 Form 10-K, except as follows:

Aircraft fuel . As of June 30, 2004, we had hedged slightly less than 40% of our expected remaining 2004 fuel requirements using swaps at an average of $25.34 per barrel. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the June 30, 2004 cost per gallon of fuel, including the effects of our fuel hedges. Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $23 million, compared to an estimated $6 million for 2003 measured as of June 30, 2003. See Note 9 to our unaudited condensed consolidated financial statements for additional information.

Item 4. Controls and Procedures.

An evaluation was performed under the supervision and with the participation of the Company’s management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures as of June 30, 2004. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as specified in the SEC’s rules and forms. There has been no change in our internal control over financial reporting during the three months ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Beginning September 2003, we became aware that several lawsuits were commenced against us in the 3rd Judicial District Court of Utah, San Diego Superior Court, the U.S. District Court for the Central District of California, the U.S. District Court for the Eastern District of New York and the U.S. District Court for the Southern District of Florida, alleging various causes of action, including fraudulent misrepresentation, breach of contract, violation of privacy rights, as well as violations of consumer protection statutes and federal electronic communications laws. These claims arose out of our providing access to limited customer data to a government contractor in connection with a test project for military base security. Other parties, including other governmental agencies, are conducting inquiries, and may commence proceedings or file claims with respect to this matter. Since various motions are pending in several of the actions and the litigation is in preliminary stages, we are currently unable to determine the potential impact that this litigation or any inquiries may have upon us.

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

Item 2. Changes in Securities and Use of Proceeds.

None

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

At our annual meeting of stockholders held on May 26, 2004, our stockholders approved the election of the persons named below to our Board of Directors for a three-year term by the vote indicated below:

	For	Withheld

David Barger	86,138,283	98,502

David Checketts	85,980,327	256,458

Neal Moszkowski	86,127,991	108,794

There were no broker non-votes on this matter. Following the meeting, the terms of office of our other directors, Kim Clark, Joy Covey, Joel Peterson, Ann Rhoades, Michael Lazarus, David Neeleman and Frank Sica, continued.

Additionally, at our annual meeting, our stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2004 by the vote indicated:

	For	Against	Abstain

Ernst & Young LLP	85,799,903	179,091	257,791

There were no broker non-votes on this matter.

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits: See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.

(b) Reports on Form 8-K

• Current Report dated April 22, 2004, reporting under Item 12. “Results of Operations and Financial Condition” furnishing financial results for the first quarter ended March 31, 2004.

SIGNATURE

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

JETBLUE AIRWAYS CORPORATION

(Registrant)

Date: July 27, 2004	By:	/s/ JOHN OWEN
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Exhibit

10.1*		Amendment No. 19 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L. and JetBlue Airways Corporation, dated June 4, 2004.

10.2*		Amendment No. 20 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L. and JetBlue Airways Corporation, dated June 7, 2004.

10.3*		Side Letter No. 17 to V2500 General Terms of Sale between IAE International Aero Engines AG and NewAir Corporation, dated June 11, 2004.

10.4		Amendment to JetBlue Airways Corporation 401(k) Retirement Plan, Dated November 19, 2003.

10.5		First Amendment to Employment Agreement, dated July 21, 2004, between JetBlue Airways Corporation and David Neeleman.

10.6		First Amendment to Employment Agreement, dated July 21, 2004, between JetBlue Airways Corporation and David Barger.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		Certifications Pursuant to Rule 13a-14(a)/15d-14(a), furnished herewith.

32.1		Certification Pursuant to Section 1350, furnished herewith.


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

Exhibit 10.1

Amendment No. 19

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

Between

AVSA, S.A.R.L.

And

JetBlue Airways Corporation

This Amendment No. 19 (hereinafter referred to as the “Amendment) is entered into as of

June 4, 2004, between AVSA, S.A.R.L., a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Ron-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 118-29 queens Boulevard, 5 ^th Floor, Forest Hills, New York 11375 USA (hereinafter referred to as the “Buyer”).

WITNESSETH

WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus Industrie 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 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, 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 and Amendment No. 18 dated as of November 12, 2003 is hereinafter called the “Agreement.”

WHEREAS the Seller and the Buyer have agreed to amend the Agreement as follows.

1. DEFINITIONS

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

2. ***

3. EFFECT OF THE AMENDMENT

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

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

This Amendment will become effective upon execution hereof and upon payment of the amounts due as per Clause 5.2.5 of the Agreement.

4. CONFIDENTIALITY

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

5. ASSIGNMENT

Notwithstanding any other provisions of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

[***] 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. COUNTERPARTS

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

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

AVSA, S.A.R.L.

By:		/s/ MARIE-PIERRE MERLE-BERAL

Its:	AVSA Chief Executive Officer

Date:			June 4, 2004

JETBLUE AIRWAYS CORPORATION

By:		/s/ THOMAS E. ANDERSON

Its:	Senior Vice President

Date:			June 4, 2004

Exhibit 10.2

Amendment No. 20

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 20 (hereinafter referred to as the ”Amendment”) is entered into as of June 7, 2004, between AVSA, S.A.R.L., a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York 11375 USA (hereinafter referred to as the “Buyer”).

WITNESSETH

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

WHEREAS, by way of Amendment No. 16, the Buyer ordered sixty-five (65) Firm Aircraft (the “Amendment No. 16 Firm Aircraft”)

WHEREAS the Buyer exercises its option to firmly order thirty (30) Amendment No. 16 Option Aircraft (the “Amendment No. 20 Firm Aircraft”)

WHEREAS the Buyer wishes to order thirty (30) additional option aircraft (the “Amendment No. 20 Option”)

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

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1. DEFINITIONS

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

2. DELIVERY SCHEDULE

2.1 The Buyer hereby exercises its option under Paragraph 2.1 of Letter Agreement No. 4 to the Agreement to firmly order thirty (30) Amendment No. 16 Option from rank No. 144 to rank No. 173 with delivery dates as specified in the schedule below.

2.2 In consideration of the Buyer’s order for thirty (30) firmly ordered aircraft the Seller hereby offers positions for thirty (30) Amendment No. 20 Options under the terms and conditions of Amendment No. 16 including Clause 4.

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

QUOTE:

CAC Id No.	Rank No.	Aircraft	Delivery

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

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

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

CAC Id No.	Rank No.	Aircraft	Delivery

111 579	No. 45	Pre-Amendment No. 16 Aircraft	***	2004
41 245	No. 46	Pre-Amendment No. 16 Aircraft	***	2004
41 246	No. 47	Pre-Amendment No. 16 Aircraft	***	2004
41 229	No. 48	Pre-Amendment No. 16 Aircraft	***	2004
41 247	No. 49	Pre-Amendment No. 16 Aircraft	***	2004
41 248	No. 50	Pre-Amendment No. 16 Aircraft	***	2004
104 404	No. 51	Pre-Amendment No. 16 Aircraft	***	2004
104 405	No. 52	Pre-Amendment No. 16 Aircraft	***	2004
41 230	No. 53	Pre-Amendment No. 16 Aircraft	***	2004
104 406	No. 54	Pre-Amendment No. 16 Aircraft	***	2004
124 967	No. 55	Amendment No.16 Firm Aircraft	***	2004
104 407	No. 56	Pre-Amendment No. 16 Aircraft	***	2004
104 408	No. 57	Pre-Amendment No. 16 Aircraft	***	2004
124 968	No. 58	Amendment No.16 Firm Aircraft	***	2004

104 409	No. 59	Pre-Amendment No. 16 Aircraft	***	2005
41 232	No. 60	Pre-Amendment No. 16 Aircraft	***	2005
124 959	No. 61	Amendment No.16 Firm Aircraft	***	2005
104 410	No. 62	Pre-Amendment No. 16 Aircraft	***	2005
104 411	No. 63	Pre-Amendment No. 16 Aircraft	***	2005
41 233	No. 64	Pre-Amendment No. 16 Aircraft	***	2005
104 412	No. 65	Pre-Amendment No. 16 Aircraft	***	2005
124 960	No. 66	Amendment No.16 Firm Aircraft	***	2005
104 413	No. 67	Pre-Amendment No. 16 Aircraft	***	2005
104 414	No. 68	Pre-Amendment No. 16 Aircraft	***	2005
124 961	No. 69	Amendment No.16 Firm Aircraft	***	2005
104 415	No. 70	Pre-Amendment No. 16 Aircraft	***	2005
104 416	No. 71	Pre-Amendment No. 16 Aircraft	***	2005
104 417	No. 72	Pre-Amendment No. 16 Aircraft	***	2005
104 418	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	***	2006
159 936	No. 76	Amendment No. 20 Firm Aircraft	*******	2006
104 419	No. 77	Pre-Amendment No. 16 Aircraft	***	2006
41 239	No. 78	Amendment No.16 Firm Aircraft	***	2006
41 240	No. 79	Amendment No.16 Firm Aircraft	***	2006
104 420	No. 80	Pre-Amendment No. 16 Aircraft	***	2006
41 241	No. 81	Amendment No.16 Firm Aircraft	***	2006
104 421	No. 82	Pre-Amendment No. 16 Aircraft	***	2006
41 242	No. 83	Amendment No.16 Firm Aircraft	***	2006
41 243	No. 84	Amendment No.16 Firm Aircraft	***	2006
104 422	No. 85	Pre-Amendment No. 16 Aircraft	***	2006
41 244	No. 86	Amendment No.16 Firm Aircraft	***	2006
69 719	No. 87	Amendment No.16 Firm Aircraft	***	2006
104 423	No. 88	Pre-Amendment No. 16 Aircraft	***	2006
69 720	No. 89	Amendment No.16 Firm Aircraft	***	2006
69 721	No. 90	Amendment No.16 Firm Aircraft	***	2006
159 937	No. 91	Amendment No. 20 Firm Aircraft	***	2006

CAC Id No.	Rank No.	Aircraft	Delivery

104 424	No. 92	Pre-Amendment No. 16 Aircraft	***	2007
104 425	No. 93	Pre-Amendment No. 16 Aircraft	***	2007
159 938	No. 94	Amendment No. 20 Firm Aircraft	***	2007
104 426	No. 95	Pre-Amendment No. 16 Aircraft	***	2007
104 427	No. 96	Pre-Amendment No. 16 Aircraft	***	2007
104 428	No. 97	Pre-Amendment No. 16 Aircraft	***	2007
69 722	No. 98	Amendment No.16 Firm Aircraft	***	2007
69 723	No. 99	Amendment No.16 Firm Aircraft	***	2007
69 724	No. 100	Amendment No.16 Firm Aircraft	***	2007
159 939	No. 101	Amendment No. 20 Firm Aircraft	***	2007
69 725	No. 102	Amendment No.16 Firm Aircraft	***	2007
96 459	No. 103	Amendment No.16 Firm Aircraft	***	2007
104 439	No. 104	Amendment No.16 Firm Aircraft	***	2007
104 440	No. 105	Amendment No.16 Firm Aircraft	***	2007
104 441	No. 106	Amendment No.16 Firm Aircraft	***	2007
104 442	No. 107	Amendment No.16 Firm Aircraft	***	2007
41231	No. 108	Amendment No.16 Firm Aircraft	***	2007

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

CAC Id No.	Rank No.	Aircraft	Delivery

159 909	No. 126	Amendment No.16 Firm Aircraft	Year	2009
159 910	No. 127	Amendment No.16 Firm Aircraft	Year	2009
159 911	No. 128	Amendment No.16 Firm Aircraft	Year	2009
159 912	No. 129	Amendment No.16 Firm Aircraft	Year	2009
159 913	No. 130	Amendment No.16 Firm Aircraft	Year	2009
159 914	No. 131	Amendment No.16 Firm Aircraft	Year	2009
159 915	No. 132	Amendment No.16 Firm Aircraft	Year	2009
159 916	No. 133	Amendment No.16 Firm Aircraft	Year	2009
159 917	No. 134	Amendment No.16 Firm Aircraft	Year	2009
159 918	No. 135	Amendment No.16 Firm Aircraft	Year	2009
159 944	No. 136	Amendment No. 20 Firm Aircraft	Year	2009
159 945	No. 137	Amendment No. 20 Firm Aircraft	Year	2009
159 946	No. 138	Amendment No. 20 Firm Aircraft	Year	2009
159 947	No. 139	Amendment No. 20 Firm Aircraft	Year	2009
159 948	No. 140	Amendment No. 20 Firm Aircraft	Year	2009
159 949	No. 141	Amendment No. 20 Firm Aircraft	Year	2009
159 950	No. 142	Amendment No. 20 Firm Aircraft	Year	2009
159 951	No. 143	Amendment No. 20 Firm Aircraft	Year	2009

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

CAC Id No.	Rank No.	Aircraft	Delivery

159 929	No. 162	Amendment No.16 Firm Aircraft	Year	2011
159 930	No. 163	Amendment No.16 Firm Aircraft	Year	2011
159 931	No. 164	Amendment No.16 Firm Aircraft	Year	2011
159 932	No. 165	Amendment No.16 Firm Aircraft	Year	2011
159 933	No. 166	Amendment No.16 Firm Aircraft	Year	2011
159 934	No. 167	Amendment No.16 Firm Aircraft	Year	2011
159 960	No. 168	Amendment No. 20 Firm Aircraft	Year	2011
159 961	No. 169	Amendment No. 20 Firm Aircraft	Year	2011
159 962	No. 170	Amendment No. 20 Firm Aircraft	Year	2011
159 963	No. 171	Amendment No. 20 Firm Aircraft	Year	2011
159 964	No. 172	Amendment No. 20 Firm Aircraft	Year	2011
159 965	No. 173	Amendment No. 20 Firm Aircraft	Year	2011

CAC Id No.	Rank No.	Aircraft	Delivery

tbd	No. 174	Amendment No. 20 Option	Year	2008
tbd	No. 175	Amendment No. 20 Option	Year	2008

tbd	No. 176	Amendment No. 20 Option	Year	2009
tbd	No. 177	Amendment No. 20 Option	Year	2009

tbd	No. 178	Amendment No. 20 Option	Year	2010
tbd	No. 179	Amendment No. 20 Option	Year	2010

159 966	No. 180	Amendment No.16 Option	Year	2011
159 967	No. 181	Amendment No.16 Option	Year	2011
159 968	No. 182	Amendment No.16 Option	Year	2011
159 969	No. 183	Amendment No.16 Option	Year	2011
159 970	No. 184	Amendment No.16 Option	Year	2011
159 971	No. 185	Amendment No.16 Option	Year	2011
159 972	No. 186	Amendment No.16 Option	Year	2011
tbd	No. 187	Amendment No. 20 Option	Year	2011
tbd	No. 188	Amendment No. 20 Option	Year	2011

CAC Id No.	Rank No.	Aircraft	Delivery

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

tbd	No. 209	Amendment No. 20 Option	Year	2013
tbd	No. 210	Amendment No. 20 Option	Year	2013
tbd	No. 211	Amendment No .20 Option	Year	2013
tbd	No. 212	Amendment No. 20 Option	Year	2013
tbd	No. 213	Amendment No. 20 Option	Year	2013
tbd	No. 214	Amendment No. 20 Option	Year	2013
tbd	No. 215	Amendment No. 20 Option	Year	2013
tbd	No. 216	Amendment No. 20 Option	Year	2013
tbd	No. 217	Amendment No. 20 Option	Year	2013
tbd	No. 218	Amendment No. 20 Option	Year	2013
tbd	No. 219	Amendment No. 20 Option	Year	2013
tbd	No. 220	Amendment No. 20 Option	Year	2013
tbd	No. 221	Amendment No. 20 Option	Year	2013
tbd	No. 222	Amendment No. 20 Option	Year	2013
tbd	No. 223	Amendment No. 20 Option	Year	2013

UNQUOTE

3. PREDELIVERY PAYMENTS

With respect to the 30 Amendment No. 20 Firm Aircraft, the Seller confirms that it has received nonrefundable deposits from the Buyer in the amount of US$ *** (US dollars - ***). Such amount will be applied to the predelivery payments due with respect to such Aircraft.

In addition, the Buyer will make the following advance payments to be allocated equally to Amendment No. 20 Firm Aircraft to be delivered between *** and *** :

(i) upon ***, the Buyer will pay the Seller US$ *** (US dollars – ***);

(ii) On ***, the Buyer will pay the Seller US$ *** (US dollars – ***);

(iii) On *** the Buyer will pay the Seller US$ *** (US dollars – ***).

Such Predelivery Payments will be paid in addition to the Predelivery Payments otherwise due under the Agreement.

4. DEPOSIT

Upon ***, the Buyer will pay the Seller a nonrefundable deposit of US$ *** (US dollars – ***) for each of the thirty (30) Amendment No. 20 Options. As a result an amount of US$ *** (US dollars – ***) will be due by the Buyer to the Seller.

5. ***

CAC Id No.			Delivery Date

104 404			*** 2004
104 405			*** 2004
41 230			*** 2004
104 406			*** 2004
104 415			*** 2004
104 407			*** 2004
104 408			*** 2004
104 409			*** 2005

41 232			*** 2005
104 410			*** 2005
104 411			*** 2005
41 233			*** 2005
104 412			*** 2005
104 413			*** 2005
104 418			*** 2005
104 414			*** 2005
104 416			*** 2005
104 417			*** 2005
104 419			*** 2006
104 420			*** 2006
104 421			*** 2006
104 422			*** 2006
104 423			*** 2006
104 424			*** 2007
104 425			*** 2007
104 426			*** 2007
104 427			*** 2007
104 428			*** 2007

Additionally, with respect to ***.

6. FLEXIBILITY RIGHTS

The provisions set forth in clause 9 of the Amendment No. 16 are hereby cancelled and replaced by the following quoted provisions:

QUOTE

6.1 Upon *** at least *** prior to delivery, ***, the Buyer may choose to convert any Firm Aircraft into a firm order for another Model of Aircraft (A318, A319 or A321). ***.

6.2 ***

UNQUOTE

7. OTHER MATTERS

7.1 In addition to the entitlements already granted by Amendment No. 16,

(i) the Seller will *** months the *** to the permanent Spares Representative ***;

(ii) upon the Buyer’s written request, the Seller will provide up to ***.

7.2 The Buyer and the Seller agree that the Amendment No. 20 Firm Aircraft and the Amendment No. 20 Options shall be ***.

7.3 The Buyer and the Seller agree that this Amendment is subject to ***. Should such agreement ***; this Amendment shall be deemed in full force and effect.

8. EFFECT OF THE AMENDMENT

This Amendment will become effective upon execution hereof and upon payment of the amounts due as per Paragraphs 3 and 4 above.

9. CONFIDENTIALITY

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

10. 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 10 will be void and of no force or effect.

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

AVSA, S.A.R.L.


By:	/s/ MARIE-PIERRE MERLE-BERAL

Its:		AVSA Chief Executive Officer

Date:			June 7, 2004

JETBLUE AIRWAYS CORPORATION


By:		/s/ THOMAS E. ANDERSON

Its:	Senior Vice President

Date:			June 7, 2004

Exhibit 10.3


IAE Building 400 Main Street East Hartford, CT 06108 USA

11 June 2004

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

Subject:	Side letter No. 17 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999

Dear Tom:

IAE is pleased to submit to JetBlue this Side Letter No. 17 to the Agreement (as defined below) in support of JetBlue’s firm purchase from Airbus of thirty (30) incremental A320 Aircraft powered by V2527-A5 Propulsion Systems (the “2004 Firm Incremental Aircraft”), and its option to purchase thirty (30) A320 Aircraft powered by V2527-A5 Propulsion Systems (the “2004 Option Aircraft”, the 2004 Incremental Aircraft and the 2004 Option Aircraft are referred to collectively herein as the “2004 Incremental Aircraft”), all for delivery in accordance with the delivery schedule set forth in Exhibit A-1 hereto.

The 2004 Incremental Aircraft shall constitute ‘Aircraft’ for all purposes under the Agreement, except as otherwise noted herein. All other Firm Aircraft (not including the 2004 Incremental Aircraft or Aircraft firmed up prior to Side Letter No. 13) that have not been delivered to JetBlue as of the date of this Side Letter shall be referred to herein as the “Existing Firm Aircraft”, and those firmed up under Side Letter No. 13 only shall be referred to as the ‘Incremental Firm Aircraft’ hereunder. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation (“JetBlue”) and IAE International Aero Engines AG (“IAE”) dated May 4, 1999 (the “Agreement”).

1. Fleet Introductory Assistance Credit for 2004 Incremental Aircraft

1.1 To assist JetBlue with the introduction of the 2004 Incremental Aircraft IAE will issue the following credits to JetBlue’s account with IAE:

IAE PROPRIETARY INFORMATION

		A319-100 (V2524-A5)		A320-200 (V2527-A5)		A321-200 (V2533-A5)
2004 Incremental Aircraft		***		***		***

The credits in the above table with respect to the 2004 Incremental Firm Aircraft shall escalate from a base month of January 2003 in accordance with the Escalation Formula set forth in Exhibit B hereto.

1.1.1 Each such credit above may be used by JetBlue towards the purchase of V2500 Spare Parts, tooling and services from IAE, but unless JetBlue provides written notice to IAE at least ninety (90) days prior to delivery of each applicable Incremental Aircraft, the total amount of such credit available for such Incremental Aircraft shall be assigned to the Aircraft Manufacturer to be applied toward the payment for the Propulsion Systems for such Incremental Aircraft.

1.1.2 In the event any credit, or portion thereof, under this Clause 1 is assigned to the Aircraft Manufacturer, JetBlue acknowledges that the credit shall not vest in the Aircraft Manufacturer until delivery to and acceptance by JetBlue of the respective Incremental Aircraft or existing Firm Aircraft yet to be delivered.

2. With respect to Propulsion Systems for installation on 2004 Incremental Aircraft (“Installed Propulsion Systems”), which are delivered by IAE under this Side Letter, the escalation per annum for the period of 1 January 2004 through delivery, applicable to the net Propulsion System and Spare Engine prices shall be the escalation per annum amount as determined by the application of the Escalation Formula, as set forth as Exhibit B to this Side Letter No. 17 and, where applicable, the ***.

4. Notwithstanding any other provision of this Side Letter No. 17, the escalation per annum for the period from 1 January 2004 through delivery for all of the credits set forth in Clauses 1 and 4 of this Side Letter No. 17 and the applicable Spare Engine credit provided by IAE shall be the escalation per annum amount as determined by the application of the Escalation Formula set forth in Exhibit B, where applicable, the ***.

5. JetBlue hereby places a firm and unconditional order with IAE for the purchase of a minimum of five (5) new firm V2527-A5 spare Engines (the “2004 Firm Spare Engines”) and eight (8) new option V2527-A5 spare Engines (the “2004 Option Spare Engines”) and agrees to otherwise purchase, operate and maintain a minimum ratio of new spare engines to new installed V2500-A5 engines on the 2004 Incremental Aircraft of no less than *** with respect to each Engine thrust level per Aircraft model (or such ratio is maintained with respect to all engines at the applicable or higher thrust level for A319-100, A320-200 or A321-200 aircraft), all for delivery according to the schedule set forth in Exhibit A to this side letter. IAE and JetBlue agree that the 2004 Firm and Option Spare Engines shall be escalated from January 2003 in accordance with Escalation Formula set forth in Exhibit B hereto.

6. Exhibits A-1 (Aircraft Delivery Schedule) and A-2 (Spare Engine Delivery Schedule) to the Agreement are removed in their entirety and replaced by the new Exhibit A attached hereto.

7. IAE also confirms that on delivery of every *** Aircraft, now including the 2004 Incremental Aircraft, starting with the *** delivered aircraft, JetBlue shall be entitled to receive the U.S.$ *** spare parts credits provided in Side Letter No. 6 to the Agreement with respect to all of the firm and option aircraft delivered to JetBlue, including the 2004 Incremental Aircraft, which as noted above, constitute ‘Aircraft’ for all other purposes, including this credit, under the Agreement. In addition, independent of the foregoing credit, IAE shall issue on the delivery of every *** 2004 Incremental Aircraft, a U.S.$ *** spare parts credit. Such credits shall escalate from the base month of January 2003 in accordance with Escalation Formula set forth in Exhibit B hereto.

8. IAE confirms that all of the 2004 Incremental Aircraft when purchased and delivered to JetBlue, shall be covered under the guarantees, including the Maintenance Cost Guarantee provided to JetBlue with respect to all of its other Aircraft, both delivered and firmly ordered.

9. Flexibility and Conversion Rights

9.1 ***

9.2 JetBlue may chose to convert for up to *** prior to delivery, *** of the 2004 Incremental Aircraft from A320 aircraft to either A319 or A321 aircraft powered by V2500-A5 Propulsion Systems at the concession levels described in Section 1.1, and subject to pricing to be determined and

the prior agreement of Airbus and IAE on its production, conversion to a V2500 powered speculative Airbus A320 aircraft.

9.3 ***

10. *** Negotiations

IAE and JetBlue agree to negotiate exclusively in good faith over the next six (6) months from the date hereof in an effort to reach agreement on a *** . Such *** negotiations would be in accordance with the IAE’s *** to JetBlue under Side Letter No. 6.

Except as expressly amended by this Side Letter No. 17 all provisions of the Agreement remain in full force and effect.

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

/s/ M. A. KING			/s/ THOMAS E. ANDERSON
Name			Name
M. A. King			Thomas E. Anderson
Title			Title
President and CEO			Senior Vice President
Date			Date
June 11, 2004			June 14, 2004

EXHIBIT A

AIRCRAFT DELIVERY SCHEDULES

As of June 2004

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

No. 25	Firm Aircraft	*** 2002
No. 26	Firm Aircraft	*** 2002
No. 27	Firm Aircraft	*** 2002
No. 28	Firm Aircraft	*** 2002
No. 29	Firm Aircraft	*** 2002

No. 30	Firm Aircraft	*** 2003
No. 31	Firm Aircraft	*** 2003
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	*** 2005
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*

No. 75	Firm Aircraft	*** 2006*
No. 76	Firm Aircraft	* 2006**
No. 77	Firm Aircraft	*** 2006
No. 78	Firm Aircraft	*** 2006*
No. 79	Firm Aircraft	*** 2006*
No. 80	Firm Aircraft	*** 2006
No. 81	Firm Aircraft	*** 2006*
No. 82	Firm Aircraft	*** 2006
No. 83	Firm Aircraft	*** 2006*
No. 84	Firm Aircraft	*** 2006*
No. 85	Firm Aircraft	*** 2006
No. 86	Firm Aircraft	*** 2006*
No. 87	Firm Aircraft	*** 2006*
No. 88	Firm Aircraft	*** 2006
No. 89	Firm Aircraft	*** 2006*
No. 90	Firm Aircraft	*** 2006*
No. 91	Firm Aircraft	* 2006**

No. 92	Firm Aircraft	*** 2007
No. 93	Firm Aircraft	*** 2007
No. 94	Firm Aircraft	* 2007**
No. 95	Firm Aircraft	*** 2007
No. 96	Firm Aircraft	*** 2007
No. 97	Firm Aircraft	*** 2007
No. 98	Firm Aircraft	*** 2007*
No. 99	Firm Aircraft	*** 2007*
No. 100	Firm Aircraft	*** 2007*
No. 101	Firm Aircraft	* 2007**
No. 102	Firm Aircraft	*** 2007*
No. 103	Firm Aircraft	*** 2007*

No. 104	Firm Aircraft	*** 2007*
No. 105	Firm Aircraft	*** 2007*
No. 106	Firm Aircraft	*** 2007*
No. 107	Firm Aircraft	*** 2007*
No. 108	Firm Aircraft	*** 2007*

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

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

No. 144	Firm Aircraft	Year 2010*
No. 145	Firm Aircraft	Year 2010*
No. 146	Firm Aircraft	Year 2010*
No. 147	Firm Aircraft	Year 2010*
No. 148	Firm Aircraft	Year 2010*
No. 149	Firm Aircraft	Year 2010*
No. 150	Firm Aircraft	Year 2010*
No. 151	Firm Aircraft	Year 2010*
No. 152	Firm Aircraft	Year 2010*
No. 153	Firm Aircraft	Year 2010*
No. 154	Firm Aircraft	Year 2010
No. 155	Firm Aircraft	Year 2010
No. 156	Firm Aircraft	Year 2010
No. 157	Firm Aircraft	Year 2010
No. 158	Firm Aircraft	Year 2010
No. 159	Firm Aircraft	Year 2010
No. 170	Firm Aircraft	Year 2010
No. 171	Firm Aircraft	Year 2010

No. 172	Firm Aircraft	Year 2011
No. 173	Firm Aircraft	Year 2011
No. 174	Firm Aircraft	Year 2011
No. 175	Firm Aircraft	Year 2011
No. 176	Firm Aircraft	Year 2011
No. 177	Firm Aircraft	Year 2011
No. 178	Firm Aircraft	Year 2011
No. 179	Firm Aircraft	Year 2011
No. 170	Firm Aircraft	Year 2011
No. 171	Firm Aircraft	Year 2011
No. 172	Firm Aircraft	Year 2011
No. 173	Firm Aircraft	Year 2011

2004 Option Aircraft

No. 174	Option Aircraft	Year 2008
No. 175	Option Aircraft	Year 2008

No. 176	Option Aircraft	Year 2009
No. 177	Option Aircraft	Year 2009

No. 178	Option Aircraft	Year 2010
No. 179	Option Aircraft	Year 2010

No. 180	Option Aircraft	Year 2011
No. 181	Option Aircraft	Year 2011

No. 182	Option Aircraft	Year 2011
No. 183	Option Aircraft	Year 2011
No. 184	Option Aircraft	Year 2011
No. 185	Option Aircraft	Year 2011
No. 186	Option Aircraft	Year 2011
No. 187	Option Aircraft	Year 2011
No. 188	Option Aircraft	Year 2011

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

No. 189	Option Aircraft	Year 2012
No. 190	Option Aircraft	Year 2012
No. 191	Option Aircraft	Year 2012
No. 192	Option Aircraft	Year 2012
No. 193	Option Aircraft	Year 2012
No. 194	Option Aircraft	Year 2012
No. 195	Option Aircraft	Year 2012
No. 196	Option Aircraft	Year 2012
No. 197	Option Aircraft	Year 2012
No. 198	Option Aircraft	Year 2012
No. 199	Option Aircraft	Year 2012
No. 200	Option Aircraft	Year 2012
No. 201	Option Aircraft	Year 2012
No. 202	Option Aircraft	Year 2012
No. 203	Option Aircraft	Year 2012
No. 204	Option Aircraft	Year 2012
No. 205	Option Aircraft	Year 2012
No. 206	Option Aircraft	Year 2012
No. 207	Option Aircraft	Year 2012
No. 208	Option Aircraft	Year 2012

No. 209	Option Aircraft	Year 2013
No. 210	Option Aircraft	Year 2013
No. 211	Option Aircraft	Year 2013
No. 212	Option Aircraft	Year 2013
No. 213	Option Aircraft	Year 2013
No. 214	Option Aircraft	Year 2013
No. 215	Option Aircraft	Year 2013
No. 217	Option Aircraft	Year 2013
No. 217	Option Aircraft	Year 2013
No. 218	Option Aircraft	Year 2013
No. 219	Option Aircraft	Year 2013
No. 220	Option Aircraft	Year 2013
No. 221	Option Aircraft	Year 2013
No. 222	Option Aircraft	Year 2013

No. 223

Option Aircraft

Year 2013

Leased Aircraft

Year	Number	Delivery Dates
1999	1	(1) ***
2000	3	(1) *, (1) , (1) **
2001	4	(1) *, (2) , (1) **
2003	1	(1) ***
2004	1	(1) ***

EXHIBIT A-2

PURCHASED ITEMS, PRICE,

ESCALATION FORMULA AND DELIVERY

As of June 2004

Rank No.	Purchased Item	Basic Contract Price U.S. Dollars (January 2003)		Qty.	Delivery Date
1	V2527-A5 spare Engine:	$	***	1	**/99
2	V2527-A5 spare Engine:	$	***	1	**00
3	V2527-A5 spare Engine:	$	***	1	**/01
4	V2527-A5 spare Engine:	$	***	1	**/02
5	V2527-A5 spare Engine:	$	***	1	**/02
6	V2527-A5 spare Engine:	$	***	1	**/03
7	V2527-A5 spare Engine:	$	***	1	**/04
8	V2527-A5 spare Engine:	$	***	1	***/05
9	V2527-A5 spare Engine:	$	***	1	***/06
10	V2527-A5 spare Engine:	$	***	1	***/06
11	V2527-A5 spare Engine:	$	***	1	***/06
12	V2527-A5 spare Engine:	$	***	1	***/07
13	V2527-A5 spare Engine:	$	***	1	***/07
14	V2527-A5 spare Engine:	$	***	1	***/07
15	V2527-A5 spare Engine:	$	***	1	***/08
16	V2527-A5 spare Engine:	$	***	1	***/08
17	V2527-A5 spare Engine:	$	***	1	***/08
18	V2527-A5 spare Engine:	$	***	1	***/08
19	V2527-A5 spare Engine:	$	***	1	***/09
20	V2527-A5 spare Engine:	$	***	1	***/09
21	V2527-A5 spare Engine:	$	***	1	***/09
22	V2527-A5 spare Engine:	$	***	1	***/10
23	V2527-A5 spare Engine:	$	***	1	***/10
24	V2527-A5 spare Engine:	$	***	1	***/10
25	V2527-A5 spare Engine:	$	***	1	***/11
26	V2527-A5 spare Engine:	$	***	1	***/11
27	V2527-A5 spare Engine:	$	***	1	***/12
28	V2527-A5 spare Engine:	$	***	1	***/12

Total				28

Option Spare Engines
V2524-A5 Spare Engine:	$	***
V2527-A5 Spare Engine:	$	***
V2533-A5 Spare Engine:	$	***

EXHIBIT B

ESCALATION FORMULA

1. Any unit base price or other sum expressed to be subject to escalation from a base month to a 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)

N	=	the calendar year of scheduled delivery or other date of determination minus 2003

CPI	=	* (L) + * (M)

L	=	Labor Ratio defined below

M	=	Material Ratio defined below

IAE’s Composite Price Index (“CPI”) 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, SIC Code 3721” as published at the time of scheduled engine delivery 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 SIC Code 3721 for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the base month.

The Material Ratio is the “Producer Price Indexes, Industrial Commodities” as published at the time of scheduled engine delivery 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

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 re-based values will be incorporated in the escalation calculation.

3. If the U.S. Department of Labor revises the methodology used for the determination of the 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 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 values as they may have fluctuated during the applicable time period.

4. The invoiced purchase price, which in no event shall be less than the unit base price, shall be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the sum is adjusted to 1.0000.

Exhibit 10.4

2003 AMENDMENT TO THE

JETBLUE AIRWAYS CORPORATION

401(k) RETIREMENT PLAN

THIS AMENDMENT adopted this 19th day of November, 2003, by JETBLUE AIRWAYS CORPORATION (herein referred to as the “Employer”).

W I T N E S S E T H:

WHEREAS, the Employer has heretofore adopted a defined contribution pension benefit plan, effective as of October 1, 1999, known as the JetBlue Airways Corporation 401(k) Retirement Plan (herein referred to as the “Plan”); and

WHEREAS, the Plan was amended and restated in its entirety pursuant to a plan document adopted on December 31, 2001;

WHEREAS, the Employer, pursuant to Section 8.1 of the Plan relating to amendments thereto, hereby desires to further amend the Plan.

NOW, THEREFORE, effective as of January 1, 2003, except as otherwise provided herein, the Employer hereby amends the Plan as follows:

I. The name of the Plan shall be the “JetBlue Airways Retirement Plan.”

II. The second paragraph of Section 1.8 of the Plan is amended by deleting subparagraph (a) thereof in its entirety and replacing it with the following:

(a) excluding, for purposes of the Employer’s discretionary profit sharing contributions pursuant to Section 4.1(c), the following items: per diem allowances and other similar types of expense reimbursements; the value of company-paid group term life insurance; the value of other non-cash fringe benefits, such as incentive passes and “positive space” travel benefits; moving allowances, relocation adjustments and other similar payments and allowances; automobile expense allowances and reimbursements; annual bonuses to officers and directors, but not excluding cash incentive awards and other types of

cash bonuses to Crewmembers other than officers and directors; signing bonuses and other similar payments received in connection with becoming employed; “in lieu of” payments made to Highly Compensated Employees affected by the provisions of Section 4.10(a)(1); PTO payouts; any taxable compensation that may result from the grant or exercise of stock-based compensation; any other type of deferred compensation; severance pay and payments in the nature of severance benefits; non-taxable sick pay, workers compensation payments and payments under short-term and long-term disability plans; and payments under a pilots’ loss of license income replacement plan.

III. The second paragraph of Section 1.8 of the Plan is further amended by deleting subparagraph (b) thereof in its entirety and replacing it with the following:

(b) excluding, for purposes of salary reduction elections pursuant to Section 4.2 and Employer matching contributions pursuant to Section 4.1(b), the following items: per diem allowances and other similar types of expense reimbursements; the value of company-paid group term life insurance; the value of other non-cash fringe benefits, such as incentive passes and “positive space” travel benefits; moving allowances, relocation adjustments and other similar payments and allowances; automobile expense allowances and reimbursements; signing bonuses and other similar payments received in connection with becoming employed; “in lieu of” payments made to Highly Compensated Employees affected by the provisions of Section 4.10(a)(1); any taxable compensation that may result from the grant or exercise of stock-based compensation; any other type of deferred compensation; severance pay and payments in the nature of severance benefits; non-taxable sick pay; workers compensation payments and payments under any long- term disability plan; and payments under a pilots’ loss of license income replacement plan.

IV. Section 1.15 of the Plan is amended by adding, at the end thereof, the following additional paragraph:

Interns, including student interns, shall not be eligible to participate in this Plan.

V. Section 2.8 of the Plan is deleted in its entirety and replaced by the following:

2.8 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the

Administrator pursuant to Section 2.7 shall be afforded a reasonable opportunity for a full and fair review of such decision under a claims review procedure established by the Administrator. Such claims review procedure shall comply with the requirements of Department of Labor regulation 2560.503-1, as amended from time to time.

VI. Section 4.4(b)(3) of the Plan is amended by adding, at the end of the second grammatical paragraph thereof, the following additional sentence:

An Employee who is on an approved leave of absence as of the last day of the Plan Year, including an unpaid leave of absence, shall be deemed to be “actively employed” for purposes of the foregoing requirement.

* * *

The Plan, as herein amended, is hereby ratified, approved and confirmed as being in full force and effect as of the date hereof.

* * *

IN WITNESS WHEREOF, the undersigned Employer has executed this Amendment as of the day and year first above written, to become effective January 1, 2003.

EMPLOYER :

JETBLUE AIRWAYS CORPORATION

By:	/s/ VINCENT STABILE

Name: Vincent Stabile

Title: V.P.–People

Exhibit 10.5

First Amendment

Employment Agreement

This First Amendment to Employment Agreement (this “Amendment”) is entered into effective as of July 21, 2004, between JetBlue Airways Corporation, a Delaware corporation formerly known as New Air Corporation (the “Company”) and David Neeleman (“Executive”).

Recitals

A. Executive is the Chief Executive Officer and Chairman of the Board of Directors of the Company.

B. Executive became an employee of the Company on August 24, 1998. On November 23, 1998, Executive and the Company entered into an Employment Agreement (the “Employment Agreement”), a copy of which is attached hereto as Exhibit A. (Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Employment Agreement.)

C. In the Employment Agreement, the initial “Employment Term” is defined as the period ending on December 1, 2003.

D. The Employment Agreement provides for automatic one-year renewals of the initial Employment Term, unless either party delivers in advance a notice of non-renewal as provided for in the Employment Agreement.

E. No such notice was delivered by either party; thus, the Employment Term has automatically been extended to December 1, 2004.

F. The parties now desire to enter into this Amendment to further extend the Employment Term through August 24, 2009.

Agreement

For valuable consideration, the parties agree that the Employment Agreement is hereby amended as follows:

1. The “Employment Term” described in Section 3.1 of the Employment Agreement is hereby defined as that period beginning on the original effective date of the Employment Agreement and ending on August 24, 2009.

Except as specifically amended above, all other provisions of the Employment Agreement shall remain in full force and effect

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

	JetBlue Airways Corporation

	By:	/s/ DAVID CHECKETTS


	/s/ DAVID NEELEMAN
	David Neeleman

Exhibit 10.6

First Amendment

Employment Agreement

Recitals

A. Executive is the President and Chief Operating Officer of the Company.

B. Executive became an employee of the Company on August 24, 1998. On October 14, 1998, Executive and the Company entered into an Employment Agreement (the “Employment Agreement”), a copy of which is attached hereto as Exhibit A. (Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Employment Agreement.)

C. In the Employment Agreement, the initial “Employment Term” is defined as the period ending on December 1, 2003.

E. No such notice was delivered by either party; thus, the Employment Term has automatically been extended to December 1, 2004.

F. The parties now desire to enter into this Amendment to further extend the Employment Term through August 24, 2008, and to make certain other additions to the Employment Agreement.

Agreement

For valuable consideration, the parties agree that the Employment Agreement is hereby amended as follows:

2. In connection with the execution of this Amendment, the Company shall issue to Executive a total of 90,000 stock options. These options shall be issued on September 1, 2004, which is the Company’s next scheduled option issuance date. These options shall be issued in accordance with the terms and conditions of the Company’s 2002 Stock Incentive Plan. These options shall vest as follows: (a) 18,000 options shall vest on the date of issuance; and (b) an additional 18,000 options shall vest on each August 24 ^th from 2005 through 2008.

Except as specifically amended above, all other provisions of the Employment Agreement shall remain in full force and effect

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

	JetBlue Airways Corporation

	By:	/s/ DAVID CHECKETTS


		/s/DAVID BARGER
		David Barger

Exhibit 12.1

JETBLUE AIRWAYS CORPORATION

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003

Earnings:
Income before income taxes	$	36,514		$	65,451		$	62,278		$	95,503
Less: Capitalized interest	(1,810		)	(1,221		)	(3,386		)	(2,242		)
Add:
Fixed charges	27,388			18,188			51,599			35,479
Amortization of capitalized interest	142			113			276			225
Adjusted earnings	$	62,234		$	82,531		$	110,767		$	128,965

Fixed charges:
Interest expense	$	12,165		$	5,794		$	21,656		$	11,758
Amortization of debt costs	354			229			684			459
Rent expense representative of interest	14,869			12,165			29,259			23,262
Total fixed charges	$	27,388		$	18,188		$	51,599		$	35,479

Ratio of earnings to fixed charges	2.27			4.54			2.15			3.64

Exhibit 31.1

Certifications Pursuant to Rule 13a–14(a)/15d–14(a)

I, David Neeleman, certify that:

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

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

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

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

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

b) 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

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

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

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

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

Date: July 27, 2004	By:	/s/ DAVID NEELEMAN
		Chief Executive Officer

I, John Owen, certify that:

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

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

Date: July 27, 2004	By:	/s/ JOHN OWEN
		Executive Vice President and Chief Financial Officer

Exhibit 32.1

JetBlue Airways Corporation

CERTIFICATION PURSUANT TO SECTION 1350

In connection with the Quarterly Report of JetBlue Airways Corporation on Form 10-Q for the quarterly period ended June 30, 2004, as filed with the Securities and Exchange Commission on July 27, 2004 (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of JetBlue Airways Corporation.

Date: July 27, 2004	By:	/s/ DAVID NEELEMAN
		Chief Executive Officer


Date: July 27, 2004	By:	/s/ JOHN OWEN
		Executive Vice President and Chief Financial Officer

Year

Number

Delivery Dates

ESCALATION FORMULA