UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the quarterly period ended June 30, 2008~~

or
o
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the transition period from to~~

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.)
incorporation or organization)

118-29 Queens Boulevard, Forest Hills, New York		11375
(Address of principal executive offices)		(Zip Code)

(718) 286-7900

(Registrant’s telephone number, including area code)

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

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

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

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


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

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). ~~Yes~~ o Yes Noþ

As of ~~June~~September 30, 2008, there were ~~270,660,656~~271,118,026 shares of the registrant’s common stock, par value $.01, outstanding.

JetBlue Airways Corporation

FORM 10-Q
INDEX

~~INDEX~~


				Page #’s

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1
				1
			Condensed Consolidated Balance Sheets ~~– June~~— September 30, 2008 and December 31, 2007		1
				1
			Consolidated Statements of Operations –— Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and 2007		2
				2
			Condensed Consolidated Statements of Cash Flows ~~– Six~~— Nine Months Ended ~~June~~September 30, 2008 and 2007		3
				3
			Notes to Condensed Consolidated Financial Statements			4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
				13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
				23
Item 4. Controls and Procedures	21	23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	22
				25
Item ~~1.A~~1A. Risk Factors	22

~~Item 2. Changes in Securities and Use of Proceeds~~					22

~~Item 4. Submission of Matters to a Vote of Security Holders~~					23

~~Item 5. Other Information~~					24
				25
Item 6. Exhibits	24
~~EX-3.5: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION~~27
~~EX-3.6: FIFTH AMENDED AND RESTATED BYLAWS~~
EX-10.1: AMENDMENT ~~NO. 32~~NO.5 TO ~~AIRBUS A320~~EMBRAER PURCHASE AGREEMENT
EX-10.2: ~~SIDE~~AMENDMENT NO.5 TO EMBRAER LETTER ~~NO. 24~~AGREEMENT
EX-10.3: ~~SIDE~~AMENDMENT NO.6 TO EMBRAER LETTER ~~NO. 25~~AGREEMENT
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: ~~CERTIFICATION~~CERTIFICATIONS

PART 1. FINANCIAL INFORMATION


~~PART 1.~~	~~FINANCIAL INFORMATION~~


~~Item 1.~~ Item 1. Financial Statements	~~Financial Statements~~

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

June 30,
December 31,

2008 2007
(unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 846 $ 190
Investment securities and derivative assets 118 644
Receivables, less allowance 132 92
Restricted cash 10 —
Prepaid expenses and other 226 190

Total current assets 1,332 1,116
PROPERTY AND EQUIPMENT

Flight equipment 3,762 3,547
Predelivery deposits for flight equipment 221 238

3,983 3,785
Less accumulated depreciation 367 336

3,616 3,449
Other property and equipment 503 475
Less accumulated depreciation 149 130

354 345

Total property and equipment 3,970 3,794
OTHER ASSETS

Assets constructed for others 547 452
Investment securities 279 —
Restricted cash and securities 129 53
Other 211 183

Total other assets 1,166 688

TOTAL ASSETS
$ 6,468 $ 5,598

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable $ 118 $ 140
Air traffic liability 561 426
Accrued salaries, wages and benefits 88 110
Other accrued liabilities 194 120
Short-term borrowings 30 43
Current maturities of long-term debt and capital leases 369 417

Total current liabilities 1,360 1,256
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
2,936 2,588
DEFERRED TAXES AND OTHER LIABILITIES

Deferred income taxes 183 192
Construction obligation 528 438
Other 83 88

794 718
STOCKHOLDERS’ EQUITY

Common stock, $.01 par value; 500,000,000 shares authorized, 270,660,656 and 181,593,440 shares issued and outstanding in 2008 and 2007, respectively 3 2
Additional paid-in capital 1,165 853
Retained earnings 148 162
Accumulated other comprehensive income 62 19

Total stockholders’ equity 1,378 1,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 6,468 $ 5,598


	September 30,			December 31,
	2008			2007
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	565		$	190
Investment securities and derivative assets		—			644
Receivables, less allowance		104			92
Restricted cash		65			—
Prepaid expenses and other		236			190

Total current assets		970			1,116

PROPERTY AND EQUIPMENT
Flight equipment		3,850			3,547
Predelivery deposits for flight equipment		194			238

		4,044			3,785
Less accumulated depreciation		384			336

		3,660			3,449

Other property and equipment		500			475
Less accumulated depreciation		151			130

		349			345


Total property and equipment		4,009			3,794

OTHER ASSETS
Assets constructed for others		519			452
Investment securities		305			—
Restricted cash		73			53
Other		208			183

Total other assets		1,105			688

TOTAL ASSETS	$	6,084		$	5,598


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	125		$	140
Air traffic liability		525			426
Accrued salaries, wages and benefits		96			110
Other accrued liabilities		151			120
Short-term borrowings		20			43
Current maturities of long-term debt and capital leases		186			417

Total current liabilities		1,103			1,256

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS		2,929			2,588

DEFERRED TAXES AND OTHER LIABILITIES
Deferred income taxes		183			192
Construction obligation		499			438
Other		89			88

		771			718

STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 500,000,000 shares authorized, 271,118,026 and 181,593,440 shares issued and outstanding in 2008 and 2007, respectively		3			2
Additional paid-in capital		1,173			853
Retained earnings		143			162
Accumulated other comprehensive income (loss)		(38	)		19

Total stockholders’ equity		1,281			1,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,084		$	5,598

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions, except per share amounts)


	Three Months Ended						Six Months Ended
	June 30,						June 30,						Three Months Ended						Nine Months Ended
	2008			2007			2008			2007			September 30,						September 30,
	2008			2007			2008			2007
OPERATING REVENUES
Passenger	$	779		$	683		$	1,527		$	1,247		$	807		$	712		$	2,334		$	1,959
Other		80			47			148			91			95			53			243			144

Total operating revenues		859			730			1,675			1,338			902			765			2,577			2,103

OPERATING EXPENSES
Aircraft fuel		370			226			678			416			394			249			1,072			665
Salaries, wages and benefits		168			158			346			322			173			159			519			481
Landing fees and other rents		49			47			100			92			52			44			152			136
Depreciation and amortization		46			43			91			85			54			44			145			129
Aircraft rent		32			30			64			60			33			32			97			92
Sales and marketing		42			31			80			60			38			32			118			92
Maintenance materials and repairs		32			27			65			53			32			25			97			78
Other operating expenses		99			95			213			190			104			101			317			291

Total operating expenses		838			657			1,637			1,278			880			686			2,517			1,964

OPERATING INCOME (LOSS)		21			73			38			60

OPERATING INCOME														22			79			60			139

OTHER INCOME (EXPENSE)
Interest expense		(53	)		(56	)		(109	)		(108	)		(64	)		(58	)		(173	)		(166	)
Capitalized interest		14			11			28			19			15			11			43			30
Interest income and other		8			15			20			27			23			14			43			41

Total other income (expense)		(31	)		(30	)		(61	)		(62	)		(26	)		(33	)		(87	)		(95	)


INCOME (LOSS) BEFORE INCOME TAXES		(10	)		43			(23	)		(2	)		(4	)		46			(27	)		44
Income tax expense (benefit)		(3	)		22			(8	)		(1	)

Income tax (benefit) expense														—			23			(8	)		22


NET INCOME (LOSS)	$	(7	)	$	21		$	(15	)	$	(1	)	$	(4	)	$	23		$	(19	)	$	22


INCOME (LOSS) PER COMMON SHARE:
Basic	$	(0.03	)	$	0.12		$	(0.07	)	$	—		$	(0.02	)	$	0.13		$	(0.08	)	$	0.12

Diluted	$	(0.03	)	$	0.11		$	(0.07	)	$	—		$	(0.02	)	$	0.12		$	(0.08	)	$	0.12

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	Nine Months Ended
	September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(19	)	$	22
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes		(8	)		22
Depreciation		134			118
Amortization		15			15
Stock-based compensation		13			13
Changes in certain operating assets and liabilities		49			106
Gain on extinguishment of debt		(12	)		—
Collateral deposits on derivatives		(30	)		—
Other, net		(33	)		(9	)

Net cash provided by operating activities		109			287

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(498	)		(536	)
Predelivery deposits for flight equipment		(45	)		(84	)
Proceeds from the sale of flight equipment		164			33
Assets constructed for others		(108	)		(185	)
Purchase of held-to-maturity investments		—			(11	)
Proceeds from maturities of held-to-maturity investments		—			13
Purchase of available-for-sale securities		(69	)		(450	)
Sale of available-for-sale securities		391			553
Increases/decreases in security deposits and letters of credit		(64	)		72
Other, net		2			5

Net cash used in investing activities		(227	)		(590	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock		317			16
Issuance of long-term debt		578			337
Aircraft sale and leaseback transactions		26			156
Short-term borrowings		18			35
Construction obligation		104			185
Repayment of long-term debt and capital lease obligations		(487	)		(155	)
Repayment of short-term borrowings		(41	)		(41	)
Other, net		(22	)		(5	)

Net cash provided by financing activities		493			528


INCREASE IN CASH AND CASH EQUIVALENTS		375			225

Cash and cash equivalents at beginning of period		190			10


Cash and cash equivalents at end of period	$	565		$	235

See accompanying notes to condensed consolidated financial statements.

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

Six Months Ended June 30,
2008 2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (15 ) $ (1 )
Adjustments to reconcile net loss to net cash provided by operating
activities:
Deferred income taxes (8 ) (1 )
Depreciation 84 77
Amortization 10 10
Stock-based compensation 6 8
Changes in certain operating assets and liabilities 48 124
Other, net (20 ) 2

Net cash provided by operating activities 105 219
CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures (376 ) (392 )
Predelivery deposits for flight equipment (42 ) (59 )
Proceeds from the sale of flight equipment 133 —
Assets constructed for others (74 ) (131 )
Proceeds from maturities of held-to-maturity investments — 7
Purchase of available-for-sale securities (69 ) (269 )
Sale of available-for-sale securities 388 399
Other, net (59 ) 4

Net cash provided by investing activities (99 ) (441 )
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from:
Issuance of common stock 316 16
Issuance of long-term debt 476 261
Aircraft sale and leaseback transactions 26 104
Short-term borrowings 17 21
Construction obligation 73 130
Repayment of long-term debt and capital lease obligations (210 ) (79 )
Repayment of short-term borrowings (30 ) (38 )
Other, net (18 ) (5 )

Net cash provided by financing activities 650 410

INCREASE IN CASH AND CASH EQUIVALENTS
656 188
Cash and cash equivalents at beginning of period 190 10

Cash and cash equivalents at end of period $ 846 $ 198

~~See accompanying notes to condensed consolidated financial statements.~~

JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~

September 30, 2008

Note 1 — Summary of Significant Accounting Policies


~~Note 1 —~~	~~Summary of Significant Accounting Policies~~

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

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

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

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



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


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


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

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of our assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of ~~June~~September 30, 2008 (in millions).

tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as level 1 within our fair value hierarchy.

Auction rate ~~securities:~~securities: At ~~June~~September 30, 2008, the fair values of our auction rate securities, or ARSs, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States Government), were estimated through discounted cash flow models. Since these inputs were not observable, they are classified as level 3 inputs. At December 31, 2007, these securities were valued based on the markets in which they were trading (level 1 inputs). However, beginning in February 2008, the auctions for all of the ARSs then held by us ~~began failing,~~were unsuccessful, resulting in our continuing to hold them beyond their typical auction reset dates and causing a change in the level of inputs used to determine their fair values. For the ~~six~~nine months ended ~~June~~September 30, 2008, we recorded an unrecognized temporary loss on our ARSs of ~~$14~~$13 million, which is reflected in other comprehensive income in our condensed consolidated balance sheets. Our valuation models assume an average maturity of our ARSs in excess of one year; therefore, we have classified these securities as ~~long term~~long-term on our ~~June~~September 30, 2008 condensed consolidated balance sheets.

~~Aircraft fuel derivatives:~~ ~~Our heating oil swaps~~During the quarter, various regulatory agencies began investigating the sales and ~~heating oil collars are not traded on public exchanges. Their fair values are determined based on inputs~~marketing activities of the banks and broker-dealers that ~~are readily available~~sold the ARSs, alleging violations of federal and state laws in connection with these activities. One of the two broker-dealers from ~~public markets; therefore,~~which we purchased ARSs has announced preliminary settlements under which they ~~are classified as level 2 inputs.~~will repurchase the ARSs at par at a future date. We will continue to account for ~~all of~~ our ~~aircraft fuel derivatives~~ARSs in the same manner as set forth above until any such settlements are finalized.

Interest rate swaps: In February 2008, we entered into interest rate swaps, which qualify as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities,or SFAS 133. The effective portion of realized aircraft fuel hedging derivative gains/(losses) is recognized in fuel expense, while ineffective gains/(losses) are recognized in interest income and other.

~~Interest rate swaps:~~ ~~In February 2008, we entered into interest rate swaps, which qualify as cash flow hedges in accordance with~~ SFAS 133. The fair values of our interest rate swaps were initially based on inputs received from the counterparty. These values were corroborated by adjusting the active swap indications in quoted markets for similar terms (6 — 8 years) for the specific terms within our swap agreements. There was no ineffectiveness relating to these interest rate swaps for the three or ~~six~~nine months ended ~~June~~September 30, 2008, with all of the unrealized losses being deferred in accumulated other comprehensive income.

Aircraft fuel derivatives: Our heating oil swaps and heating oil collars are not traded on public exchanges. Their fair values are determined based on inputs that are readily available from public markets; therefore, they are classified as level 2 inputs. We account for all of our aircraft fuel derivatives as cash flow hedges in accordance with SFAS 133. The effective portion of realized aircraft fuel hedging derivative gains/(losses) is recognized in fuel expense, while ineffective gains/(losses) are recognized in interest income and other. All cash flows related to our fuel hedging derivative are classified as operating cash flows.

See Note 9 for more information regarding our hedging instruments.

The following tables ~~reflects~~reflect the activity for the major classes of our assets and liabilities measured at fair value using level 3 inputs (in millions) for the three and ~~six~~nine months ended ~~June~~September 30, 2008:

Auction Rate
Interest Rate

Securities Swaps Total

Balance as of March 31, 2008 $ 313 $ (3 ) $ 310
Transfers in — — —
Unrealized gains/(losses), net (3 ) 5 2
Purchases, issuances and settlements, net (3 ) — (3 )

Balance as of June 30, 2008 $ 307 $ 2 $ 309

Balance as of December 31, 2007 $ — $ — $ —
Transfers in 255 — 255
Unrealized gains/(losses), net (14 ) 2 (12 )
Purchases, issuances and settlements, net 66 — 66

Balance as of June 30, 2008 $ 307 $ 2 $ 309


	Auction Rate			Interest Rate
	Securities			Swaps			Total
Balance as of June 30, 2008	$	307		$	2		$	309
Transfers in		—			—			—
Unrealized gains/(losses), net		1			(1	)		—
Purchases, issuances and settlements, net		(3	)					(3	)


Balance as of September 30, 2008	$	305		$	1		$	306


Balance as of December 31, 2007	$	—		$	—		$	—
Transfers in		255			—			255
Unrealized gains/(losses), net		(13	)		1			(12	)
Purchases, issuances and settlements, net		63			—			63


Balance as of September 30, 2008	$	305		$	1		$	306

New Accounting Pronouncements:In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB14-a,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which applies to all convertible debt instruments that have a “net settlement feature”, which means instruments that by their terms may be settled either wholly or partially in cash upon conversion. Under FSP APB14-a, ~~requires issuer’s~~ the liability and equity components of convertible debt instruments that may be settled wholly or partially in cash upon conversion tomust be accounted for separately ~~account for the liability and equity components~~ in a manner reflective of ~~the~~their issuer’s nonconvertible debt borrowing rate.

Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB14-a may have on our consolidated financial statements.

Note 2 — Stock-Based Compensation


~~Note 2 —~~	~~Stock-Based Compensation~~

During the ~~six~~nine months ended ~~June~~September 30, 2008, the Company granted approximately ~~1.6~~1.7 million restricted stock units under our Amended and Restated 2002 Stock Incentive Plan, at a weighted average grant date fair value of ~~$6.16~~$6.15 per share. At ~~June~~September 30, 2008, ~~1.7~~1.6 million restricted stock units were unvested with a weighted average grant date fair value of ~~$6.28~~$6.26 per share.

Note 3 — Long-term Debt and Capital Lease Obligations


~~Note 3 —~~	~~Long-term Debt and Capital Lease Obligations~~

5.5% $201 million Convertible Debentures due 2038

On June 4, 2008, we completed a public offering of $100.6 million aggregate principal amount of 5.5% Series A convertible debentures due 2038, or the Series A Debentures, and $100.6 million aggregate principal amount of 5.5% Series B convertible debentures due 2038, or the Series B Debentures, and collectively with the Series A Debentures, the Debentures. The Debentures are general senior obligations secured in part by an escrow account for each series. We ~~have~~ deposited approximately $32 million of the net

proceeds from the offering, representing the first six scheduled semi-annual interest payments on the Debentures, into escrow accounts for the exclusive benefit of the holders of each series of Debentures, which are reflected as restricted cash on our condensed consolidated balance sheets. The total net proceeds were approximately $165 million, after deducting underwriting fees and other transaction related expenses as well as the $32 million escrow deposit. Interest on the Debentures is payable semi-annually on April 15 and October 15. The first interest payment on the Debentures ~~is due~~was made on October 15, 2008.

Holders of the Series A Debentures may convert them into shares of our common stock at any time at a conversion rate of 220.6288 shares per $1,000 principal amount of Series A ~~Debentures.~~Debenture. Holders of the Series B Debentures may convert them into shares of our common stock at any time at a conversion rate of 225.2252 shares per $1,000 principal amount of Series B ~~Debentures.~~Debenture. The conversion rates are subject to adjustment should we declare common stock dividends or effect any common stock splits or similar transactions. If the holders convert the Debentures in connection with aany fundamental corporate change that occurs prior to October 15, 2013 for the Series A Debentures or October 15, 2015 for the Series B Debentures, the applicable conversion rate may be increased depending upon our then current common stock price. The maximum number of shares of common stock into which all Debentures are convertible, including pursuant to this make-whole fundamental change provision, is 54.4 million shares. Holders who convert their Debentures prior to April 15, 2011 will receive, in addition to the number of shares of our common stock calculated at the applicable conversion rate, a cash payment from the escrow account for Debentures of the series converted equal to the sum of the remaining interest payments that would have been due on or before April 15, 2011 in respect of the converted Debentures.

We may redeem any of the Debentures for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after October 15, 2013 for the Series A Debentures and October 15, 2015 for the Series B Debentures. Holders may require us to repurchase the Debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, if any, on October 15, 2013, 2018, 2023, 2028, and 2033 for the Series A Debentures and October 15, 2015, 2020, 2025, 2030, and 2035 for the Series B Debentures; or at any time prior to their maturity upon the occurrence of a ~~certain~~specified designated event. Holders who convert their Debentures prior to April 15, 2011 will receive, in addition to the number of shares of our common stock calculated at the applicable conversion rate, a cash payment from the escrow account for Debentures of the series converted equal to the sum of the remaining interest payments that would have been due on or before April 15, 2011 in respect of the converted Debentures.

On June 4, 2008, in conjunction with the public offering of the Debentures described above, we also entered into a share lending agreement with Morgan Stanley ~~Capital Services, Inc.,~~& Co. Incorporated, an affiliate of ~~one~~the underwriter of the ~~managing underwriters of our~~ offering, or the share borrower, pursuant to which we ~~loaned~~lent approximately 44.9 million shares of our common stock. Under the share lending agreement, the share borrower ~~will sell~~sold the borrowed shares of JetBlue common stock in a registered public offering and ~~use~~used the short position resulting from the sale of the shares of our common stock to facilitate the establishment of hedge positions by investors in the Debentures offering. The common stock was ~~then~~ sold at a price of $3.70 per share. Under the share

lending agreement, the share borrower will be required to return the borrowed shares when the ~~Debentures~~debentures are no longer outstanding. We did not receive any proceeds from the sale of the borrowed shares by the share borrower, but we did receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares.

We evaluated the various embedded derivatives within the supplemental indenture for bifurcation from the Debentures under the provisions of SFAS No. 133, Emerging Issues Task Force Issue No. 01-6, “The Meanings of Indexed to a Company’s Own Stock”, or EITF 01-6, and Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, or EITF 00-19. Based upon our detailed assessment, we concluded these embedded derivatives were either (i) excluded from bifurcation as a result of being clearly and closely related to the Debentures or are indexed to our common stock and would be classified in stockholders’ equity if freestanding or (ii) the fair value of the embedded derivatives was determined to be immaterial.

The net proceeds from our public offering of the Debentures described above were used for the repurchase of substantially all of our $175 million principal amount of 3.5% convertible notes due 2033, issued in July 2003, which became subject to repurchase at the ~~holder’s~~holders’ option on July 15, 2008.

In September 2008, approximately $1 million principal amount of the Debentures were voluntarily converted by holders. As a result, we issued 227,651 shares of our common stock. Through October 24, 2008, an additional $35 million principal amount of the Debentures were voluntarily converted by holders into 7,735,113 shares of our common stock. Cash payments from the escrow accounts related to these conversions were $5 million, and borrowed shares equivalent to the number of shares of our common stock issued upon these conversions were returned or are expected to be returned to us pursuant to the share lending agreement.

$110 million Line of Credit

In July 2008, we ~~executed~~obtained a line of credit with Citigroup Global Markets, Inc. which allows for borrowings of up to $110 million through July 20, 2009. Advances under this agreement will bear interest at the rate of Open Federal Funds rate plus 2.30%. This line of credit is secured by a majority of our auction rate securities, with total borrowings available subject to reduction should any of the ~~underlying~~ collateral be sold, or should there be a significant drop in the fair value of the underlying collateral. Advances may be used to fund working capital requirements, capital expenditures or other general corporate purposes, except that they may not be used to purchase any securities or to refinance any debt. We have provided various representations, warranties and other covenants, including a ~~financial~~ covenant to maintain at least $300 million in cash and cash equivalents throughout the term of the agreement. The agreement also contains customary events of default. Upon the occurrence of an event of default, the outstanding obligations under the agreement may be accelerated and become due and payable immediately. In connection with this agreement, we agreed to release the lender from certain potential claims related to our ARSs in certain specified circumstances. There were no outstanding balances on this line of credit at September 30, 2008.

$250 million 3.75% Convertible Debt due 2035

In September 2008, we repurchased a total of $53 million principal amount of our $250 million principal amount of 3.75% convertible debentures due 2035, issued in March 2005, for $40 million. The $12 million net gain from these transactions is recorded in interest income and other in the accompanying consolidated statements of operations. An additional $20 million principal amount of these debentures were repurchased in October 2008 for $14 million.

Other

During the ~~six~~nine months ended ~~June~~September 30, 2008, we issued ~~$249~~$317 million in fixed rate equipment notes due through 2023 and ~~$45~~$79 million in floating rate equipment notes due through 2020, which are secured by ~~six~~nine Airbus A320 ~~Aircraft~~aircraft and four EMBRAER 190 aircraft. We also sold ~~four~~five owned Airbus A320 aircraft for ~~$133~~$164 million and repaid ~~$86~~$105 million in associated debt. ~~We also made $211 million in other scheduled~~Scheduled principal payments on our outstanding debt and capital ~~leases.~~leases for the nine months ended September 30, 2008 totaled $167 million. At ~~June~~September 30, 2008, the weighted average interest rate of all of our long-term debt was ~~5.0%~~5.1% and scheduled maturities were ~~$294~~$75 million for the remainder of 2008, ~~$156~~$158 million in 2009, ~~$162~~$361 million in 2010, ~~$160~~$164 million in 2011, ~~$196~~$191 million in 2012 and ~~$2.3~~$2.2 billion thereafter. These scheduled maturities assume that we will be required to repurchase our convertible debt at their next callable dates. The weighted average interest rate of our outstanding short-term borrowings at ~~June~~September 30, 2008 and December 31, 2007 was ~~4.7%~~4.5% and 6.7%, respectively.

Note 4 — JFK Terminal 5


~~Note 4 —~~	~~Assets Constructed for Others~~

In November 2005, we executed a lease agreement with the Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at New York’s John F. Kennedy International Airport or JFK, which the PANYNJ will own. We have evaluated this lease and have concluded that we bear substantially all of the construction period risk. As a result, we are considered the owner of the project for financial reporting purposes only and are required to reflect an asset and liability for in-process construction related to this project on our balance sheets. To date, we have paid ~~$554~~$594 million in project costs and have capitalized ~~$53~~$66 million in interest, which are reflected as Assets Constructed for Others as well as Other Property and Equipment in the accompanying condensed consolidated balance sheets. Reimbursements from the PANYNJ and financing charges totaled ~~$547~~ $590

million through ~~June~~September 30, 2008 and are reflected as Construction Obligation in our condensed consolidated balance sheet, net of ~~$19~~$20 million in scheduled payments to the PANYNJ.

In September 2008, the parking garage which was constructed as part of the project was completed and turned over to the PANYNJ. Since we have no further continuing involvement related to the parking garage, we have derecognized the related project costs and obligations that had been previously recognized on our balance sheets during the construction period. As a result, Assets Constructed for Others and Construction Obligations were both reduced by $71 million. On October 22, 2008, we opened our new terminal for operations. We expect that as a result of our continuing involvement in the terminal property that the project and related liability will remain on our balance sheets and accounted for as a financing.


~~Note 5 —~~	~~Comprehensive Loss~~

In September 2008, we incurred an $8 million asset write-off related to our temporary terminal building at JFK which was recorded following the decision to demolish this building after the opening of our new terminal instead of seeking alternate uses for it.

Note 5 — Comprehensive Loss

Comprehensive loss includes changes in fair value of our aircraft fuel derivatives and interest rate swap agreements, which qualify for hedge accounting, and unrealized losses on our auction-rate securities that are

classified as available for sale securities. The differences between net income (loss) and comprehensive income for each of these periods are as follows (dollars are in millions):


	Three Months Ended
	September 30,
	2008			2007
Net Income (Loss)	$	(4	)	$	23

Aircraft Fuel Derivatives
Change in fair value (net of taxes, $52 and $5)		(102	)		3
Reclassification into earnings (net of taxes, $13 and $3)		3			—

Interest Rate Swap Agreements
Change in fair value (net of taxes, $0 and $0)		(1	)		—

Investment Securities
Unrealized losses (net of taxes, $0 and $0)		1			—

Comprehensive Income (Loss)	$	(103	)	$	26

Three Months Ended

June 30,
2008 2007

Net Income (Loss)
$ (7 ) $ 21
Aircraft Fuel Derivatives

Change in fair value (net of taxes, $47 and $3) 72 4
Reclassification into earnings (net of taxes, $18 and $3) (27 ) (4 )
Interest Rate Swap Agreements

Change in fair value (net of taxes, $2 and $0) 3 —
Available for Sale Securities

Unrealized losses (net of taxes, $1 and $0) (2 ) —

Comprehensive Income
$ 39 $ 21


	Nine Months Ended
	September 30,
	2008			2007
Net Income (Loss)	$	(19	)	$	22

Aircraft Fuel Derivatives
Change in fair value (net of taxes, $45 and $5)		(69	)		7
Reclassification into earnings (net of taxes, $13 and $9)		20			14

Investment Securities
Unrealized losses (net of taxes, $5 and $0)		(8	)		—

Comprehensive Income (Loss)	$	(76	)	$	43

Note 6 — Earnings (Loss) Per Share

Six Months Ended

June 30,
2008 2007

Net Loss
$ (15 ) $ (1 )
Aircraft Fuel Derivatives

Change in fair value (net of taxes, $59 and $7) 90 19
Reclassification into earnings (net of taxes, $26 and $0) (40 ) —
Interest Rate Swap Agreements

Change in fair value (net of taxes, $1 and $0) 1 —
Available for Sale Securities

Unrealized losses (net of taxes, $5 and $0) (8 ) —

Comprehensive Income
$ 28 $ 18


~~Note 6 —~~	~~Earnings (Loss) Per Share~~

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


~~Note 8 —~~	~~Commitments and Contingencies~~

As of ~~June~~September 30, 2008, including the May 2008 amendment to our Airbus A320 purchase agreement, which deferred delivery of 21 Airbus A320 aircraft originally scheduled for delivery from 2009 through 2011 to 2014 through 2015, our firm aircraft orders consisted of 6461 Airbus A320 aircraft, 6971 EMBRAER 190 aircraft and 23 spare engines scheduled for delivery through ~~2015.~~2016. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately ~~$265~~$140 million for the remainder of 2008, ~~$415~~$365 million in 2009, ~~$445~~

$300 million in 2010, ~~$555~~$450 million in 2011, ~~$895~~$925 million in 2012 and ~~$2.52~~$2.9 billion thereafter.

In ~~July,~~September 2008, we ~~deferred delivery~~announced the long-term lease of 10two of our owned EMBRAER 190 aircraft ~~previously scheduled for delivery from 2009 through 2011~~that have since been delivered to ~~2016. The impact~~Azul Linhas Ae’reas Brasileiras, SA, or Azul, a new airline founded by David Neeleman, our former CEO and Chairman of ~~our~~the Board. One aircraft was leased in September and the other leased in October, each with a lease term of 12 years.

In September 2008, we executed a purchase agreement relating to the sale of four new EMBRAER 190 ~~deferral is not reflected~~aircraft scheduled with the initial delivery to us in the ~~committed expenditures~~first quarter of 2009. The subsequent sales of these aircraft to a third party are scheduled to occur immediately after such aircraft are received by us. The purchase agreement is subject to various contingencies. We anticipate that all four of these EMBRAER 190 aircraft will eventually be operated by Azul, in addition to the two leased aircraft described above.

During the ~~six~~nine months ended ~~June~~September 30, 2008, we entered into a ~~sale-leaseback~~sale and leaseback transaction for one EMBRAER 190 aircraft, a short-term operating lease for another EMBRAER 190 aircraft, as well as leases for certain other facilities and ~~equipment.~~equipments. Future minimum lease payments associated with these operating leases totaled $48 million at ~~June~~September 30, 2008. These amounts are in addition to the minimum lease payments described in Note 3 to our audited financial statements included in our 2007Form 10-K.

We utilize several credit card processors to process our ticket sales. Our agreements with these processors do not contain covenants, but do generally allow the ~~processors~~processor to withhold cash reserves to protect the processor for potential liability for tickets purchased, but not yet used for travel. ~~Historically, we~~We have not historically had cash reserves withheld; however, in June 2008, we issued a $35 million letter of credit, collateralized by cash, ~~was issued~~ to one of our ~~primary~~ processors. In October 2008, this letter of credit was increased to $55 million. We may be required to issue additional collateral to our credit card processors orand other key vendors in the future.


~~Note 9 —~~	~~Financial Instruments and Risk Management~~

Note 9 — Financial Instruments and Risk Management

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


	2008			2007
At September 30:
Fair value of derivative instruments	$	(50	)	$	25
Longest remaining term (months)		12			12
Hedged volume (barrels, in thousands)		3,237			2,778

2008 2007

At June 30:

Fair value of fuel derivative instruments $ 116 $ 32
Longest remaining term (months) 12 12
Hedged volume (barrels, in thousands) 2,979 3,272


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Hedge effectiveness net gains (losses) recognized in aircraft fuel expense	$	22		$	9		$	105		$	8
Hedge ineffectiveness net gains recognized in other income (expense)		1			1			2			5
Other hedge net gains recognized in other income (expense)		3			—			3			—
Percentage of actual consumption economically hedged		42	%		53	%		41	%		62	%

Three Months Ended
Six Months Ended

June 30, June 30,
2008 2007 2008 2007

Hedge effectiveness net gains (losses) recognized in aircraft fuel expense $ 58 $ 8 $ 83 $ (1 )
Hedge ineffectiveness net gains recognized in other income (expense) 1 3 1 4
Other hedge net gains recognized in other income (expense) — — — —
Percentage of actual consumption economically hedged 47 % 65 % 41 % 68 %

~~We are also exposed~~In accordance with our fuel hedging agreements our counterparties may require us to fund all, or a portion of, our loss position on these contracts. The amount of margin, if any, is periodically adjusted based on the ~~variability~~fair value of ~~interest rates on our floating rate equipment notes. In~~the fuel hedge contracts. At September 30, 2008, we ~~entered into interest rate swap agreements whereby~~had posted cash collateral with our counterparties totaling $27 million which was reflected as a reduction of our fuel hedge liability. Thru October 23, 2008, we ~~swapped~~had deposited an additional of $112 million in cash collateral with our aircraft fuel derivative counterparties as a result of the ~~floating rate interest, based on three-month LIBOR,~~additional declines in oil prices. Assuming a range in crude oil prices of between $60 and $70 per barrel, our estimated cash collateral requirements related to our~~2004-2~~ ~~Series enhanced equipment trust facility G-1 notes for an effective 4.3% fixed interest rate. The notional amount hedged was initially $152~~ current aircraft fuel derivative instruments would be between $85 million and ~~will be reduced through maturity in 2016 as scheduled principal payments are made on the notes.~~$100 million at December 31, 2008.

Note 10 — LiveTV


~~Note 10 —~~	~~LiveTV~~

During the ~~six~~nine months ended ~~June~~September 30, 2008, LiveTV installed in-flight entertainment systems for other airlines on 2028 aircraft, bringing total installations of these systems for other airlines to ~~392~~400 aircraft. Third-party revenues for the three months ended ~~June~~September 30, 2008 and 2007 were ~~$13~~$17 million and $10 million, respectively, and third-party revenues for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007 were ~~$26~~$44 million and ~~$18~~$28 million,

respectively. Deferred profit on hardware sales and advance deposits for future hardware sales included in non-current liabilities in the accompanying condensed consolidated balance sheets was ~~$24~~$21 million and ~~$28~~$29 million at ~~June~~September 30, 2008 and December 31, 2007, respectively. Deferred profit to be recognized as income on installations completed through ~~June~~September 30, 2008 will be approximately $3$2 million for the remainder of 2008, $7$6 million in 2009, $2 million in each of 2010 through 2012, and $6$5 million thereafter.

Note 11 — Stockholders’ Equity


~~Note 11 —~~	~~Stockholders’ Equity~~

In January 2008, we completed a $301 million, net of ~~transaction~~transactions costs, equity offering to Deutsche Lufthansa ~~AG.~~AG, or Lufthansa. Under the terms of the agreement, Lufthansa purchased, in a private placement, approximately 42.6 million newly issued shares of JetBlue common stock, which represented approximately 19% of JetBlue’s then outstanding common stock. Under the terms of the agreement, a Lufthansa nominee, Christoph Franz, was appointed to the Board of Directors. The agreement was amended on May 27, 2008, to provide for the appointment of a second Lufthansa nominee, pursuant to which Stephan Gemkow, Lufthansa’s Chief Financial Officer, was appointed to our Board of Directors.

1112


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

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

Outlook

The domestic economy continued to be impacted by rising energy prices during the majority of the third quarter of 2008. More significantly, financial institutions in the U.S. ~~domestic airline industry continues~~and around the world were and continue to be severely impacted by ~~soaring~~the ongoing credit and liquidity crisis. On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008 which provides for the U.S. Treasury to purchase or manage up to $700 billion of troubled assets held by financial institutions. The significant distress experienced by financial institutions has had and may continue to have far reaching adverse consequences across many industries, including the airline industry. In response to high fuel ~~prices. Our average price per gallon of fuel~~prices and the uncertain economic conditions, we continued to carefully manage our fleet in the third quarter. We leased to an external party one of our owned EMBRAER 190 aircraft in the third quarter and a second ~~quarter~~in the fourth quarter. We also announced plans to sell four EMBRAER 190 aircraft following their delivery to us in 2009, subject to certain contingencies. We currently expect our operating fleet to consist of ~~2008 increased by nearly 60% over~~107 Airbus A320 aircraft and 35 EMBRAER 190 aircraft at the ~~same period in 2007. Domestic airlines~~end of 2008. We have ~~responded to the unprecedented rise in fuel prices by reducing their planned domestic capacity in 2008 and beyond, raising feesand/or~~ furloughing employees. Although the fares charged by domestic airlines have increased on a year over year basis, these increases have not been sufficient to offset the record increases in fuel costs and, as a result, the industry as a whole is facing record losses in 2008. Several U.S. airlines have either filed for bankruptcy protectionsold five A320 aircraft thus far in 2008 and expect to sell an additional two A320s by the end of the year. These aircraft sales and leases reduce our near term capital funding requirements and our near term debt burden, allowing us to further preserve our liquidity. We may further slow our fleet growth through additional aircraft sales, leasing aircraft, returns of leased aircraft and/or have ceased operations all together. In April 2008, Delta Air Lines and Northwest Airlines entered into a definitive agreement to merge, subject to approvals. In July 2008, Southwest Airlines and Westjet Airlines announced plans for a code-share partnership, a significant development for domestic low cost carriers. There continue to be reportsdeferral of potential further consolidation, alliances and liquidation in the industry. We are unable to predict what the effect would be of further industry bankruptcies, liquidations or consolidation on JetBlue or the domestic airline industry as a whole.aircraft deliveries.

During the ~~second~~third quarter of 2008, we continued to moderate our growth plans and focus on liquidity preservation. In May, we deferred the delivery of 21 Airbus A320 aircraft that had been scheduled for delivery between 2009 and 2011 to between 2014 and 2015. In July, we deferred the delivery of 10 EMBRAER 190 aircraft that had been scheduled for delivery between 2009 and 2011 to 2016. These deferralsmanaging our risk. We have reduced ~~our near term capital funding requirements and reduced our near term debt burden. We also successfully accessed~~ the ~~capital markets by completing~~pace of new market entry to just two new cities in 2008, a ~~new $201 million convertible debt financing~~significant reduction compared to the 16 cities that we opened two years ago in June, the net proceeds of which were used to repay substantially all of our $175 million principal amount of 3.5% convertible debt issued in 2003. In July, we executed a $110 million line of credit, secured by a portion of our auction rate securities, which provides us with additional liquidity, if needed. We also completed four previously announced A320 aircraft sales, which generated $133 million in proceeds, or $47 million after repayment of the related debt.2006. We have ~~commitments for the sale of five additional A320 aircraft throughout the remainder of 2008 and one in 2009. We may further slow~~continued to modify our ~~growth~~existing route network through ~~additional aircraft sales, leasing aircraft, grounding aircraft, returns of leased aircraftand/or~~ ~~deferral of aircraft deliveries.~~

We have also continued our focus on new and innovative ways to increase our revenues which serve to enhance the JetBlue Experience and not compromise it. During the second quarter of 2008, customers were able to experience our new Even More Legroom offering, which consists of 38 inches of seat pitch in selected rows, for a modest fee on selected flights. The customer feedback from this product offering has been very positive. In addition, similar to others in the industry, we began charging a fee for customer’s second checked bag and have also increased our reservation change fees. During the quarter, we also launched a Spanish website, which we believe is very helpful to many of our customers, and have improved the pay per view movie offerings available onboard all of our aircraft.

~~Our focus on cost control and cash preservation has helped us to take advantage of market opportunities. For example, we have increased our presence~~growth in the Caribbean by redeploying aircraft from our transcontinental markets into Puerto Rico and the Dominican Republic, which we expect will further strengthen our financial position as these markets have historically tended to generate higher revenue than mainland flights of a comparable distance. We also have one of the youngest and most fuel efficient fleets in the industry, with an average age ~~per aircraft~~ of ~~three~~3.5 years, which we believe gives us a competitive ~~advantage, especially in~~advantage.

On October 22, 2008, we opened our new 26-gate terminal at John F. Kennedy International Airport, or JFK. Adjacent to this terminal is a 1,500 space parking structure and direct access to the ~~current fuel environment.~~AirTrain via a connection bridge. We believe that this new terminal with its modern amenities, concession offerings and passenger convenience will become as integral to the JetBlue Experience as our inflight entertainment systems.

We expect our full-year operating capacity to increase approximately 0% to 2% over 2007 with the net addition of three Airbus A320 aircraft and ~~seven~~five EMBRAER 190 aircraft to our operating fleet. We expect that the EMBRAER 190 aircraft will represent approximately 13% of our total 2008 operating capacity. Assuming fuel prices of ~~$3.27~~$3.02 per gallon, net of effective hedges, our cost per available seat mile for 2008 is expected to increase ~~25%~~21% to ~~27%~~23% over 2007. We expect our full year operating margin to be between ~~negative 1%~~2% and 1%4% and our pre-tax margin to be between negative 5%1% and ~~negative 3%~~1%.

Results of Operations

Our operating revenue per available seat mile for the quarter increased ~~13%~~21% over the same period in 2007. Our average fares for the quarter increased ~~13%~~11% over 2007 to ~~$138,~~$143, while our load factor declined ~~2.9~~2.0 points to ~~80.6%~~84.0% from a year ago.

Our on-time performance, defined by the Department of Transportation, or DOT, as arrival within 14 minutes of schedule, was ~~73.8%~~69.3% in the ~~second~~third quarter of 2008 compared to ~~69.0%~~73.7% for the same period in 2007, while our completion factor was ~~98.9%~~97.4% and ~~98.5%~~98.9% in 2008 and 2007, respectively.

Three Months Ended ~~June~~September 30, 2008 and ~~2007~~2007

We reported a net loss of $7$4 million for the three months ended ~~June~~September 30, 2008, compared to net income of ~~$21~~$23 million for the three months ended ~~June~~September 30, 2007. ~~Diluted loss~~Loss per share was ~~$.03~~$0.02 for the ~~second~~third quarter of 2008 compared to diluted earnings per share of ~~$0.11~~$0.12 for 2007. Our operating income for the three months ended ~~June~~September 30, 2008 was ~~$21~~$22 million compared to ~~$73~~$79 million for the same period last year, and our pre-tax margin decreased 76.5 points from 2007.

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

Operating Revenues.Operating revenues increased 18%, or ~~$129~~$137 million, over the same period in 2007 primarily due to a ~~14%~~13%, or ~~$96~~$95 million, increase in passenger revenues. The increase in passenger revenues was largely attributable to a ~~14%~~13% increase in yield ~~and~~offset by a ~~4% increase~~2% decrease in capacity over the ~~second~~third quarter of 2007.

Other revenue increased ~~70%~~81%, or ~~$33~~$42 million, primarily due to higher change fee and excess baggage revenue resulting from more passengers and increased change fee rates. Other revenue also increased due to additional LiveTV third party revenues, the marketing component of TrueBlue point sales, reservation fees, rental income, and inflight sales.

Operating Expenses.Operating expenses increased 28%, or ~~$181~~$194 million, over the same period in 2007, primarily due to higher fuel ~~prices and increased capacity.~~prices. Operating capacity ~~increased 4%~~decreased 2% to ~~8.4~~8.15 billion available seat ~~miles due to having 13 additional average aircraft in service during 2008.~~miles. Operating expenses per available seat mile increased ~~23%~~32% to ~~9.99~~10.80 cents for the three months ended ~~June~~September 30, 2008. Excluding fuel, our cost per available seat mile for the three months ended ~~June~~September 30, 2008 was 5%14% higher compared to the same period in 2007. In detail, operating costs per available seat mile were as follows (percent changes are based on unrounded numbers):


	Three Months Ended
	June 30,				Percent			Three Months Ended
	2008		2007		Change			September 30,				Percent
	(in cents)							2008		2007		Change
	(in cents)
Operating expenses:
Aircraft fuel		4.40		2.80		57.5	%		4.84		2.98		62.6	%
Salaries, wages and benefits		2.01		1.96		2.0	%		2.13		1.90		11.8	%
Landing fees and other rents		.59		.58		0.9	%		.64		.54		18.7	%
Depreciation and amortization		.55		.53		4.2	%		.66		.53		23.4	%
Aircraft rent		.38		.38		—	%		.40		.37		5.3	%
Sales and marketing		.49		.37		31.5	%		.45		.39		18.5	%
Maintenance materials and repairs		.38		.34		12.5	%		.40		.30		34.1	%
Other operating expenses		1.19		1.18		1.5	%		1.28		1.21		6.9	%

Total operating expenses		9.99		8.14		22.8	%		10.80		8.22		31.5	%

Aircraft fuel expense increased ~~64%~~59%, or ~~$144~~$145 million, due to a ~~59%~~61% increase in average fuel cost per gallon, or ~~$136~~$149 million after the impact of fuel hedging, ~~and four~~offset by a decrease of two million ~~more~~ gallons of aircraft fuel consumed, resulting in $8$4 million ~~of additional~~less in fuel expense. Aircraft fuel prices continued to rise to record

high levels, with our average fuel cost per gallon at ~~$3.17~~$3.42 for the ~~second~~third quarter of 2008 compared to ~~$2.00~~$2.13 for the ~~second~~third quarter of 2007. Cost per available seat mile increased ~~58%~~63% primarily due to the increase in fuel price.

Salaries, wages and benefits increased 6%9%, or ~~$10~~$14 million, due primarily to a 6%3% increase in average full-time equivalent employees. Cost per available seat mile increased 12% primarily due to inefficiencies associated with reductions in capacity.

Landing fees and other rents increased 5%16%, or $2$8 million, due to higher landing fees and rental rates and a 6%2% increase in departures over 2007. Cost per available seat mile ~~remained consistent with the same period in 2007.~~increased 19% due to higher rates.

Depreciation and amortization increased 8%20%, or $3$10 million, primarily due to an $8 million asset write-off in 2008 as well as having ana higher average of ~~eight more~~ owned and capital leased aircraft in 2008. The asset write-off relates to our temporary terminal building at JFK and was recorded following the decision to demolish this building after the opening of our new terminal instead of seeking alternate uses for it. Cost per available seat mile increased 4%23% primarily as a result of ~~our fleet being comprised of more owned and capital leased aircraft.~~the asset write-off.

Aircraft rent increased 5%3%, or $2$1 million, due to ~~four~~three more aircraft leases in 2008 compared to the same period in 2007. Cost per available seat mile ~~remained unchanged~~increased 5% when compared to the same period in 2007.

Sales and marketing expense increased ~~37%~~16%, or ~~$10~~$6 million, due ~~primarily~~ to ~~$6 million more in advertising costs in connection with our new “jetting” campaign and~~ $4 million in higher credit card fees resulting from increased passenger revenues. The majority of our sales are booked through a combination of our website and our own reservation agents ~~(77.2%~~(77% and ~~9.5%~~10% in the ~~second~~third quarter of 2008, respectively). On a cost per available seat mile basis, sales and marketing expense increased ~~32%~~19% primarily due to ~~increased advertising.~~higher credit card fees.

Maintenance, materials and repairs increased ~~17%~~31%, or $5$7 million, due to an average of 1311.5 additional more average operating aircraft in 2008 compared to the same period in 2007. Cost per available seat mile increased ~~13%~~34% primarily due to the gradual aging of our fleet, which results in additional repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 5%4%, or $5$3 million, primarily due to ~~higher variable costs associated with a 4% increase in capacity,~~ taxes associated with the increase in fuel price, more LiveTV third-party customers and research and development related to LiveTV’s in-flight data ~~connectivity; partially offset by $13~~connectivity. Other operating expenses include $2 million in gains on ~~the sale~~sales of ~~four A320~~ aircraft in both 2007 and 2008. Other operating expenses in 2008 were further offset by $6 million for certain tax incentives. Cost per available seat mile increased 2%7% primarily due to additional LiveTV ~~third party~~third-party customer installations and taxes associated with the increase in fuel price.

Other Income (Expense).Interest expense ~~decreased 4%~~increased 9%, or $3$6 million, primarily due to the impact of the $5 million make whole payments from escrow in connection with the partial conversion of a portion of our 5.5% convertible debentures due 2038 and the financing of 18 additional aircraft that resulted in $10 million of additional interest expense. These increases were offset by lower interest rates and ~~the retirement of~~ debt ~~associated with sold aircraft partially offset by the financing of 15 additional aircraft.~~retirements totaling $13 million. Interest expense also included an increased accretion in interest ~~of $5 million~~ related to ~~our~~the construction obligation for our new terminal at ~~John F. Kennedy International Airport, or~~ JFK which was capitalized and ~~contributed to~~accounted for the $3$4 million increase in capitalized ~~interest, which was otherwise lower due to the decline in interest rates.~~interest.

Interest income and other ~~decreased 44%~~increased 65%, or $7$9 million, primarily due to ~~lower interest rates~~$12 million in gains on ~~cash~~the extinguishment of debt and ~~investment balances which resulted in $5 million less interest income in 2008 despite slightly higher average cash and investment balances. We also had $2~~$3 million in higher fuel hedging gains in ~~2007 than~~2008. These increases were partially offset by $6 million in ~~2008.~~less interest income due to lower interest rates and lower average cash and investment balances. We are unable to predict what the amount of accounting ineffectiveness will be related to our crude and heating oil derivative instruments each period, or the potential loss of hedge accounting, which is determined on aderivative-by-derivative basis, due to the volatility in the forward markets for these commodities.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 and ~~2007~~2007

We reported a net loss of ~~$15~~$19 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~a $1~~net income of $22 million ~~net loss~~ for the ~~six~~nine months ended ~~June~~September 30, 2007. ~~Diluted loss~~Loss per share was ~~$.07~~$0.08 for the ~~six~~nine months ended ~~June~~September 30, 2008 ~~and $0.00~~compared to diluted earnings per share of $0.12 for 2007. Our operating income for the ~~six~~nine months ended ~~June~~September 30, 2008 was ~~$38~~$60 million compared to ~~of $60~~$139 million for the same period in 2007 and our pre-tax margin decreased ~~1.3~~3.2 points from 2007.

Operating Revenues.Operating revenues increased ~~25%~~23%, or ~~$337~~$474 million, over the same period in 2007 primarily due to a ~~23%~~19%, or ~~$280~~$375 million, increase in passenger revenues. The increase in passenger revenues was largely attributable to a ~~17%~~15% increase in yield and 9%5% increase in capacity over ~~the first half of~~ 2007.

Other revenue increased ~~62%~~69%, or ~~$57~~$99 million, primarily due to higher change fee and excess baggage revenue resulting from more passengers and increased change fee rates. Other revenue also increased due to

additional LiveTV third party revenues, the marketing component of TrueBlue point sales and higher rental income and inflight sales.

Operating Expenses.Operating expenses increased 28%, or ~~$359~~$553 million, over the same period in 2007, primarily due to higher fuel prices and increased capacity. Operating capacity increased 9%4.8% to ~~16.8~~25 billion available seat miles as a result of having an average of 1413.1 more operating aircraft in service during 2008. Operating expenses per available seat mile increased ~~18%~~22% to ~~9.75~~10.10 cents for the ~~six~~nine months ended ~~June~~September 30, 2008. Excluding fuel, our cost per available seat mile for the ~~six~~nine months ended ~~June~~September 30, 2008 was 2%6% higher than the same period in 2007. In detail, operating costs per available seat mile were as follows (percent changes are based on unrounded numbers):


	Six Months Ended
	June 30,				Percent			Nine Months Ended
	2008		2007		Change			September 30,				Percent
	(in cents)							2008		2007		Change
	(in cents)
Operating expenses:
Aircraft fuel		4.04		2.70		49.8	%		4.30		2.79		53.9	%
Salaries, wages and benefits		2.05		2.10		(1.3	)%		2.08		2.03		3.0	%
Landing fees and other rents		.60		.59		0.6	%		.61		.57		6.4	%
Depreciation and amortization		.54		.55		(1.5	)%		.58		.54		6.6	%
Aircraft rent		.38		.39		(2.0	)%		.39		.39		—
Sales and marketing		.48		.39		24.2	%		.47		.39		22.3	%
Maintenance materials and repairs		.39		.34		12.7	%		.39		.33		19.4	%
Other operating expenses		1.27		1.22		2.7	%		1.28		1.22		4.1	%

Total operating expenses		9.75		8.28		17.8	%		10.10		8.26		22.3	%

Aircraft fuel expense increased ~~63%~~61%, or ~~$262~~$407 million, due to a ~~50%~~53% increase in average fuel cost per gallon, or ~~$225~~$372 million after the impact of fuel hedging, and 1917 million more gallons of aircraft fuel consumed, resulting in ~~$37~~$35 million of additional fuel expense. Aircraft fuel prices continued to rise to record high levels, with our average fuel cost per gallon at ~~$2.91~~$3.08 for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$1.95~~$2.01 for the same period in 2007. Cost per available seat mile increased ~~50%~~54% primarily due to the increase in fuel price.

Salaries, wages and benefits increased 7%8%, or ~~$24~~$38 million, due primarily to a 7%6% increase in average full-time equivalent ~~employees. Cost per available seat mile decreased 1.3% as a result of~~employees offset partially by higher wages paid during and after the February ~~2007~~ ice ~~storm.~~storm in 2007. Cost per available seat mile increased 3%.

Landing fees and other rents increased 9%12%, or $8$16 million, due to a 9%6% increase in departures over 2007. Cost per available seat mile ~~remained the unchanged from 2007.~~increased 6% due to higher landing fee and airport rental rates.

Depreciation and amortization increased 7%12%, or $6$16 million, primarily due to an $8 million asset write-off in 2008 as well having an average of ~~eight~~13 more owned and capital-leased aircraft in 2008. Cost per available seat mile was ~~2% lower as a result of fleet modification work performed in 2007 which resulted in accelerated depreciation.~~1% higher due to the asset write-off.

Aircraft rent increased 7%5%, or $4$5 million, due to ~~six~~five more aircraft leases in 2008 compared to the same period in 2007. Cost per available seat mile ~~decreased 2% due~~remained unchanged when compared to ~~a lower percentage of our fleet being leased.~~the same period in 2007.

Sales and marketing expense increased ~~35%~~28%, or ~~$20~~$26 million, due to $9$14 million in higher credit card fees resulting from increased passenger revenues and $3$4 million in higher commissions attributable to increased bookings through global distribution systems, as well as $8 million in higher advertising costs in 2008. The majority of our sales are booked through a combination of our website and our own reservation agents ~~(77.0%~~(77% and ~~10.3%~~10% in 2008, respectively). On a cost per available seat mile basis, sales and marketing expense increased ~~24%~~22% primarily due to higher advertising costs.

Maintenance, materials, and repairs increased ~~23%~~25%, or ~~$12~~$19 million, due to ~~an 11%~~a 10.3% increase average operating aircraft in 2008 compared to the same period in 2007. Cost per available seat mile increased ~~13%~~19% primarily due to the gradual aging of our fleet which results in additional repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased ~~12%~~9%, or ~~$23~~$26 million, primarily due to ~~higher variable costs associated with a 9% increase in capacity,~~ taxes associated with the increase in fuel price, more LiveTV third-party customers and research and development

related to LiveTV’s in-flight data ~~connectivity~~connectivity. In addition, other operating expenses include $15 million and ~~higher LiveTV third party costs of sales offset partially by $13~~$2 million ofin gains on ~~the~~ sale of ~~four~~ aircraft in ~~2008.~~2008 and 2007, respectively. Other operating expenses were further offset in 2008 by $6 million for certain tax incentives. Cost per available seat mile increased 3%4% primarily due to ~~higher~~additional LiveTV ~~expenses~~third-party customer installations and taxes associated with the increase in fuel ~~taxes.~~price.

Other Income (Expense).Interest expense increased 2%4%, or $1$7 million, primarily due to the impact of partial conversion of our 5.5% convertible debentures due 2038 and the associated $5 million accelerated payment from escrow and the financing of 1518 additional aircraft which resulted in ~~$12~~$23 million of additional interest ~~expense,~~expense. These increases were partially offset by ~~the retirement of debt associated with sold aircraft and the impact of~~ lower interest ~~rates.~~rates and debt retirements of $34 million. Interest expense also included an increased accretion in interest ~~of $9 million~~ related to ~~our~~the construction obligation for our new terminal at JFK, which was capitalized and ~~contributed to~~accounted for the $9$13 million increase in capitalized interest.

Interest income and other ~~decreased 26%~~increased 4%, or $7$2 million, ~~as a result~~due to $12 million in gains on the extinguishment of debt offset by lower interest income resulting from lower interest rates onand lower average cash and investment ~~balances and $3 million in lower fuel hedging gains in 2008 compared to 2007.~~balances.

The following table sets forth our operating statistics for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007:


	Three Months Ended									Nine Months Ended
	September 30,						Percent			September 30,						Percent
	2008			2007			Change			2008			2007			Change
Operating Statistics:
Revenue passengers (thousands)		5,657			5,528			2.3			16,812			16,206			3.7
Revenue passenger miles (millions)		6,848			6,848			0.0			20,167			19,526			3.3
Available seat miles (ASMs) (millions)		8,154			8,355			(2.4	)		24,932			23,791			4.8
Load factor		84.0	%		82.0	%	2.0		pts.		80.9	%		82.1	%	(1.2		) pts.
Breakeven load factor (1)		89.7	%		78.0	%	11.7		pts.		85.3	%		81.5	%	3.8		pts.
Aircraft utilization (hours per day)		11.7			13.0			(9.9	)		12.4			12.9			(4.1	)

Average fare	$	142.55		$	128.83			10.7		$	138.80		$	120.87			14.8
Yield per passenger mile (cents)		11.78			10.40			13.2			11.57			10.03			15.3
Passenger revenue per ASM (cents)		9.89			8.52			16.0			9.36			8.23			13.7
Operating revenue per ASM (cents)		11.07			9.16			20.8			10.34			8.84			16.9
Operating expense per ASM (cents)		10.80			8.22			31.5			10.10			8.26			22.3
Operating expense per ASM, excluding fuel (cents)		5.96			5.24			13.8			5.80			5.46			6.1
Airline operating expense per ASM (cents) (1)		10.56			8.11			10.3			9.87			8.17			20.8

Departures		51,125			50,233			1.8			155,626			146,320			6.4
Average stage length (miles)		1,132			1,161			(2.4	)		1,134			1,128			0.5
Average number of operating aircraft during period		142.2			130.7			8.8			139.4			126.3			10.3
Average fuel cost per gallon	$	3.42		$	2.13			60.8		$	3.08		$	2.01			53.2
Fuel gallons consumed (millions)		115			117			(1.3	)		348			331			5.3
Percent of sales through jetblue.com during period		76.9	%		74.5	%	2.4		pts.		76.9	%		75	%	1.9		pts.
Full-time equivalent employees at period end (1)											9,398			9,301			1.0

Three Months Ended
Six Months Ended

June 30, Percent
June 30, Percent

2008 2007 Change 2008 2007 Change

Operating Statistics:

Revenue passengers (thousands) 5,637 5,587 0.9 11,155 10,678 4.5
Revenue passenger miles (millions) 6,756 6,736 0.3 13,319 12,678 5.1
Available seat miles (ASMs) (millions) 8,383 8,066 3.9 16,778 15,436 8.7
Load factor 80.6 % 83.5 % (2.9 )pts. 79.4 % 82.1 % (2.7 )pts.
Breakeven load factor⁽¹⁾
84.1 % 79.6 % 4.5 pts. 83.1 % 83.5 % (0.4 )pts.
Aircraft utilization (hours per day) 12.6 13.2 (4.2 ) 12.8 12.9 (1.0 )
Average fare $ 138.13 $ 122.17 13.1 $ 136.90 $ 116.74 17.3
Yield per passenger mile (cents) 11.53 10.13 13.7 11.47 9.83 16.6
Passenger revenue per ASM (cents) 9.29 8.46 9.8 9.10 8.08 12.7
Operating revenue per ASM (cents) 10.24 9.05 13.2 9.98 8.67 15.2
Operating expense per ASM (cents) 9.99 8.14 22.8 9.75 8.28 17.8
Operating expense per ASM, excluding fuel (cents) 5.59 5.34 4.7 5.71 5.58 2.3
Airline operating expense per ASM (cents)⁽¹⁾
9.69 8.07 20.1 9.53 8.21 16.1
Departures 52,236 49,513 5.5 104,501 96,087 8.8
Average stage length (miles) 1,138 1,135 0.3 1,135 1,111 2.1
Average number of operating aircraft during period 139.6 126.7 10.2 138.0 124.1 11.2
Average fuel cost per gallon $ 3.17 $ 2.00 58.5 $ 2.91 $ 1.95 49.5
Fuel gallons consumed (millions) 116 113 3.3 233 214 8.9
Percent of sales through jetblue.com during period 77.2 % 74.0 % 3.2 pts. 77.0 % 75.2 % 1.8 pts.
Full-time equivalent employees at period end⁽¹⁾
9,856 9,421 4.6


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

Liquidity and Capital Resources

At ~~June~~September 30, 2008, we had unrestricted cash and cash equivalents of ~~$846~~$565 million compared to cash and cash equivalents of $190 million at December 31, 2007. Cash flows from operating activities were ~~$105~~$109 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$219~~$287 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The decrease in operating cash flows was primarily the result of ~~a 50%~~the 53% higher price of fuel in 2008 compared to 2007. We rely primarily on operating cash flows to provide working capital. At ~~June~~September 30, 2008, we had ~~no lines of credit other than~~ one short-term borrowing facility for certain aircraft predelivery ~~deposits.~~deposits and an undrawn $110 million line of credit secured by a majority of our auction rate securities which we obtained on July 21, 2008. At ~~June~~September 30, 2008, we had ~~$30~~$20 million in borrowings outstanding under ~~this~~our aircraft pre-delivery deposit facility.

Investing Activities.During the ~~six~~nine months ended ~~June~~September 30, 2008, capital expenditures related to our purchase of flight equipment included expenditures of ~~$339~~$442 million for ~~ten~~13 aircraft and two spare engines,

~~$42~~ $45 million for flight equipment deposits and $5$6 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were ~~$32~~$50 million. Net cash provided by the purchase and sale of available-for-sale securities was ~~$319~~$322 million and proceeds from the sale of ~~four~~five aircraft were ~~$133~~$164 million. We posted $52 million in restricted cash that collateralizes letters of credit issued to certain of our business partners, including $35 million for ~~one of~~ our primary credit card ~~processors.~~processor.

During the ~~six~~nine months ended ~~June~~September 30, 2007, capital expenditures related to our purchase of flight equipment included expenditures of ~~$361~~$479 million for 1115 aircraft and three spare engines, ~~$59~~$84 million for flight equipment deposits and $7$9 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were ~~$24~~$48 million. Net cash provided by the purchase and sale of available-for-sale securities was ~~$130~~$103 million. Other investing activities included the release of $72 million of restricted cash related to a collateralized letter of credit that we had posted in connection with our new terminal lease at JFK and the receipt of $33 million in proceeds from the sale of one aircraft.

Financing Activities.Financing activities for the ~~six~~nine months ended ~~June~~September 30, 2008 consisted of (1) the issuance of approximately 42.6 million shares of common stock to Deutsche Lufthansa AG for

approximately $301 million, net of transaction costs, (2) our ~~issuance~~public offering of $201 million aggregate principal amount of 5.5% convertible debentures due 2038, raising net proceeds of approximately $165 million after depositing ~~approximately~~ $32 million ~~to related~~in separate interest escrow accounts and ~~paying~~ issuance costs, (3) our issuance of ~~$249~~$317 million in fixed equipment notes to ~~European~~ banks and ~~$58~~$92 million in floating rate equipment notes to ~~European~~ banks secured by ~~six~~nine Airbus A320, four EMBRAER 190 aircraft and ~~two~~one spare ~~engines,~~engine, (4) repayment of ~~$86~~$175 million principal amount of 3.5% convertible debt issued in 2003, (5) repayment of $104 million of debt ~~associated~~in connection with the sale of ~~four~~five aircraft, ~~(5)~~(6) repurchase of $53 million principal amount of 3.75% convertible debentures due 2035 for $40 million, (7) scheduled maturities of ~~$124~~$169 million of debt and capital lease obligations, ~~(6)~~(8) reimbursement of construction costs incurred for our new terminal at JFK of ~~$73~~$104 million and ~~(7)~~(9) the ~~sale-leaseback~~sale and leaseback over 18 years of one EMBRAER 190 aircraft for $26 million by a U.S. leasing institution.

Financing activities for the ~~six~~nine months ended ~~June~~September 30, 2007 consisted of (1) the sale and leaseback over 18 years of ~~four~~six EMBRAER 190 aircraft for ~~$104~~$156 million by a U.S. leasing institution, (2) our issuance of ~~$210~~$244 million in 12-year fixed ~~rate and $35 million in floating~~ rate equipment notes to various European banks secured by seven Airbus A320 aircraft, (3) our issuance of $69 million in 12-year floating rate equipment notes to various European banks secured by two Airbus A320 aircraft, (4) the financing of ~~three~~ previously unsecured owned ~~spare engines~~assets for ~~$16~~$24 million, ~~(4)~~(5) scheduled maturities of ~~$79~~$155 million of debt and capital lease obligations, (6) the repayment of $23 million of debt in connection with the sale of one Airbus A320 aircraft and ~~(5)~~(7) reimbursement of $185 million of construction costs incurred for our new terminal at ~~JFK of $130 million.~~JFK.

We currently have an automatic shelf registration statement on file with the SEC relating to our sale, from time to time, of one or more public offerings of debt securities, pass-through certificates, common stock, preferred stockand/or other securities. The net proceeds of any securities we sell under this registration statement may be used to fund working capital and capital expenditures, including the purchase of aircraft and construction of facilities on or near airports. Through ~~June~~September 30, 2008, we had issued a total of $626 million in securities under this registration statement.

In April 2008, we filed a prospectus supplement under our automatic shelf registration statement registering the shares of our common stock issued to Deutsche Lufthansa AG in January 2008. Such shares were registered pursuant to our obligations under our registration rights agreement with Deutsche Lufthansa AG. We will not receive the proceeds of any shares sold by Deutsche Lufthansa AG.

Working Capital.We had a working capital deficit of ~~$28~~$133 million at ~~June~~September 30, 2008, compared to a working capital deficit of $140 million at December 31, 2007. A working capital deficit is customary for airlines since air traffic liability is classified as a current liability. ~~Included in our~~

Our working capital ~~deficit is $175 million of indebtedness related to our 3.5% convertible notes due 2033, which were repurchased almost in their entirety on July 15, 2008. Working capital also~~ includes the fair value of our fuel hedge derivatives, which was ~~$116~~($50) million at ~~June~~September 30, 2008 and $33 million at December 31, 2007. We reduced our September 30, 2008 liability associated with these instruments by posting $27 million in cash collateralized letters of credit with our counterparties. Also contributing to our working capital deficit is the classification of all of our auction rate securities, or ARSs, as ~~long-term~~long term assets at ~~June~~September 30, 2008.

At December 31, 2007, we had $611 million invested in ARSs, which were included in short-term investments. Beginning in February 2008, the auctions for all of the ARSs then held by us, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States ~~government) began failing,~~Government), were unsuccessful, resulting in our continuing to hold them beyond their typical auction reset dates. As a result of the illiquidity in the market following the auction failures, we have recorded a temporary

impairment charge of ~~$14~~$13 million through other comprehensive income related to the ARSs we hold, bringing the carrying value at ~~June~~September 30, 2008 to ~~$307~~$305 million. Since we are unable to predict when liquidity will return to the ARS market, or whether issuers will call their securities, we classified all of our ARSs as long term investments to match the contractual maturities of the underlying securities and

the assumptions used to estimate their fair values at ~~June~~September 30, 2008. We do not presently believe we are at risk of default for our ARSs due to the nature and guarantees of the underlying collateral; however, we will continue to evaluate the market factors in subsequent periods.

During the quarter, various regulatory agencies began investigating the sales and marketing activities of the banks and broker-dealers that sold the ARSs, alleging violations of federal and state laws in connection with these activities. One of the two broker-dealers has announced preliminary settlements under which they will repurchase the ARSs at par at a future date. We will continue to account for our ARSs in the same manner as set forth above until any such settlements are finalized.

We expect to meet our obligations as they become due through available cash, investment securities and internally generated funds, supplemented as necessary by debtand/or equity financings and proceeds from sale-leaseback transactions. We expect to generate positive working capital through our operations and the planned sale of ~~five~~three additional Airbus A320 aircraft throughout the rest of 2008 and ~~one~~four in ~~2009.~~2009; however, our ability to sell these aircraft is dependent on factors outside of our control, including the ability of the prospective purchasers to obtain third-party financing. We may sell or lease additional aircraft in the future, should conditions warrant. Assuming that we utilize the predelivery short-term borrowing facility available to us, as well as our July 2008 $110 million line of credit, ~~entered into in July 2008,~~ we believe that our working capital will be sufficient to meet our cash requirements for at least the next 12 months. However, we cannot predict what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as ~~continued record high~~volatile fuel prices, the global credit and liquidity crisis, weather-related disruptions, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism.

Contractual Obligations

Our noncancelable contractual obligations at ~~June~~September 30, 2008, as adjusted for a May 2008 amendment to our Airbus A320 purchase agreement which deferred delivery of 21 Airbus A320 aircraft originally scheduled for delivery from 2009 through 2011 to 2014 through 2015, include the following (in millions):


	Payments due in
	Total		2008		2009		2010		2011		2012		Thereafter
Long-term debt and capital lease obligations (1)	$	4,203	$	121	$	321	$	511	$	301	$	320	$	2,629
Lease commitments		2,033		59		217		195		180		161		1,221
Flight equipment obligations		5,110		140		365		300		450		925		2,930
Short-term borrowings		20		20		—		—		—		—		—
Financing obligations and other (2)		3,878		59		153		141		157		198		3,170

Total	$	15,244	$	399	$	1,056	$	1147	$	1,088	$	1,604	$	9,950

Payments due in
Total 2008 2009 2010 2011 2012 Thereafter

Long-term debt and capital lease obligations⁽¹⁾
$ 4,947 $ 384 $ 324 $ 321 $ 309 $ 336 $ 3,273
Lease commitments 2,099 118 219 196 182 161 1,223
Flight equipment obligations 5,095 265 415 445 555 895 2,520
Short-term borrowings 30 30 — — — — —
Financing obligations and other⁽²⁾
3,880 102 141 141 157 198 3,172

Total $ 16,082 $ 899 $ 1,099 $ 1,103 $ 1,203 $ 1,590 $ 10,188


(1)		Includes actual interest and estimated interest for floating-rate debt based on ~~June~~September 30, 2008 rates. These obligations assume that we will be required to repurchase our convertible debt at their new callable dates.

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

There have been no material changes in the terms of our debt instruments from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –— Liquidity and Capital Resources included in our 2007Form 10-K. We are not subject to any financial covenants in any of our debt obligations, except for the requirement to maintain $300 million in cash and cash equivalents related to our $110 million line of credit agreement entered into onin July ~~21,~~ 2008. We have ~~$78~~$98 million of restricted cash pledged under standby letters of credit related to certain of our leases, credit card processors and other business partners.

As of ~~June~~September 30, 2008, we operated a fleet of 106 Airbus A320 aircraft and 3635 EMBRAER 190 aircraft, of which 8382 were owned, 55 were leased under operating leases and four were leased under capital leases. We had also taken delivery of one Airbus A320 aircraft, which was not yet placed into revenue service and we had removed one Airbus A320 aircraft from revenue service to prepare it for sale. The average age of our operating fleet was ~~3.2~~3.5 years at ~~June~~September 30, 2008. As of ~~June~~September 30, 2008, including the May 2008 amendment to our Airbus A320 purchase agreement, which deferred delivery of 21 Airbus A320 aircraft previously scheduled for delivery from 2009 through 2011 to 2014 through 2015, we had on order 6461 Airbus

1820

A320 aircraft and 6971 EMBRAER 190 aircraft with options to acquire 22 additional Airbus A320 aircraft and 9186 additional EMBRAER 190 aircraft as follows:


	Firm						Option						Firm						Option
	Airbus		EMBRAER				Airbus		EMBRAER				Airbus		EMBRAER				Airbus		EMBRAER
Year	A320		190		Total		A320		190		Total		A320		190		Total		A320		190		Total

Remainder of 2008		6		1		7		—		—		—		3		1		4		—		—		—
2009		3		9		12		—		4		4		3		8		11		—		—		—
2010		3		8		11		—		9		9		3		3		6		—		8		8
2011		5		8		13		3		11		14		5		4		9		3		11		14
2012		13		10		23		4		12		16		13		10		23		4		12		16
2013		13		12		25		7		14		21		13		12		25		7		14		21
2014		12		12		24		4		21		25		12		12		24		4		21		25
2015		9		9		18		4		20		24		9		11		20		4		20		24
2016														—		10		10		—		—		—

		64		69		133		22		91		113		61		71		132		22		86		108

In ~~July~~September 2008, we ~~deferred delivery~~executed a purchase agreement relating to the sale of 10four new EMBRAER 190 aircraft ~~previously~~ scheduled for initial delivery ~~between 2009 and 2011~~ to ~~2016.~~us in the first quarter of 2009. The subsequent deliveries of these aircraft to a third party are scheduled to occur immediately after such aircraft are received by us, subject to certain contingencies. The impact of ~~this deferral~~these sales is not reflected in the ~~tables~~table above. Committed expenditures for our ~~133~~132 firm aircraft and 23 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt ~~and lease~~ financing has been arranged for all of our ~~remaining~~ aircraft deliveries scheduled for ~~2008.~~2008 and 2009, except for the four EMBRAER 190 aircraft we plan to sell. Although we believe that debtand/or lease financing should be available for our remaining aircraft deliveries, we cannot ~~assure you~~give assurance that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Capital expenditures for facility improvements, spare parts and ground purchases are expected to be approximately ~~$90~~$40 million for the remainder of 2008.

In November 2005, we executed a30-year lease agreement with The Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at JFK, ~~with occupancy projected~~which we began to operate in ~~late 2008, which for~~October 2008. For financial reporting purposes only, this lease is being accounted for as a financing obligation because we do not believe we ~~will~~ qualify for sale-leaseback accounting due to our continuing involvement in the property following the construction period. JetBlue has committed to rental payments under the lease, including ground rents for the new terminal site, which began on lease execution and are included as part of ~~lease commitments~~“lease commitments” in the contractual obligations table above. Facility rents are anticipated to commence upon the date of our beneficial occupancy of the new terminal and are included as part of “financing obligations and other” in the contractual obligations table above.

JetBlue utilizes several credit card companies to process ticket sales. Although our credit card processing agreements do not contain any financial covenants, they do allow for the processors to maintain cash reserves or other collateral until ~~the associated~~ air travel is provided. ~~As of June 30, 2008 we were required to~~We currently maintain ~~$35~~$55 million in reserves with one of our primary processors in the form of a letter of credit. Should our credit card processors require additional reserves, the negative impact on our liquidity, depending on the amount of ~~such~~ required additional reserves, could be significant, which could adversely affect our business.

Off-Balance Sheet Arrangements

None of our operating lease obligations are reflected on our balance sheet. Although some of our aircraft lease arrangements are variable interest entities, as defined by FASB Interpretation No. 46,

Consolidation of Variable Interest Entities, or FIN 46, none of them require consolidation in our financial statements. The decision to finance these aircraft through operating leases rather than through debt was based on an analysis of the cash flows and tax consequences of each option and a consideration of our liquidity requirements. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.

We have determined that we hold a variable interest in, but are not the primary beneficiary of, certain pass-through trusts which are the purchasers of equipment notes issued by us to finance the acquisition of new aircraft and are held by such pass-through trusts. These pass-through trusts maintain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for theSeries 2004-1 certificates and the spare

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

We utilize a policy provider to provide credit support on theClass G-1 andClass 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 athttp://www.sec.govor at the SEC’s public reference room in Washington, D.C.

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

Critical Accounting Policies and Estimates

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

New Accounting Standards

In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB14-a,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which applies to all convertible debt instruments that have a “net settlement feature”; that is, by their terms, they may be settled either wholly or partially in cash upon conversion. FSP APB14-a requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer’s nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB14-a may have on our consolidated financial statements.

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

Other Information

Recent ~~Awards.~~Awards. In ~~June~~September 2008, JetBlue was ~~recognized by J.D. Power and Associates~~named as having the ~~highest customer satisfaction among low-cost carriers~~Best Inflight Experience in ~~North America~~the Americas for the ~~fourth consecutive year.~~second straight year at the World Airline Entertainment Association’s annual Aviation Awards.

~~New Executive Vice President, Chief Commercial Officer.~~ In May 2008, we named Robin Hayes as our new Executive Vice President, Chief Commercial Officer. Prior to agreeing to join JetBlue, Mr. Hayes served as the Executive Vice President for The Americas of British Airways.

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”~~“expects”, ~~”anticipates”~~“anticipates”, ~~”intends”~~“intends”, ~~”believes”~~“believes”, ~~”plans”~~“plans”, or similar language. Our actual results and the timing of certain events could differ materially from those expressed in the forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date of this report. It is

routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or year. Although these expectations may change, we may not inform you if they do.

Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including without limitation, our extremely competitive industry; increases in fuel prices, maintenance costs and interest rates; our ability to profitably implement our growth strategy, including the ability to operate reliably the EMBRAER 190 aircraft and our new terminal at JFK; our significant fixed obligations; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; our reliance on automated systems and technology; our subjectivity to potential unionization; our reliance on a limited number of suppliers; changes in or additional government regulation; and changes in our industry due to other airlines’ financial condition; and external geopolitical events and conditions.

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


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

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 2007Form 10-K, except as follows:

Aircraft Fuel.As of ~~June~~September 30, 2008, we had hedged approximately ~~41%~~53% of our expected remaining 2008 fuel requirements using heating oil swaps. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the ~~June~~September 30, 2008, cost per gallon of fuel, including the effects of our fuel hedges. Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately ~~$175~~$147 million, compared to an estimated ~~$108~~$110 million for 2007 measured as of ~~June~~September 30, 2007. See Note 9 to our unaudited condensed consolidated financial statements for additional information.

Fixed Rate Debt.On ~~June~~September 30, 2008, our ~~$626~~$398 million aggregate principal amount of convertible debt had an estimated fair value of ~~$555~~$386 million, based on quoted market prices.


~~Item 4.~~ Item 4. Controls and Procedures.	~~Controls and Procedures.~~

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined inRule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2008. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2008.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of our controls performed during the quarter ended ~~June~~September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION


~~Item 1.~~	~~Legal Proceedings.~~

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers. Credit card processors have financial risk associated with tickets purchased for travel, which can occur several weeks after the purchase. Our credit card processing agreements provide for reserves to be deposited with the processor in certain circumstances. If circumstances were to occur that would require us to deposit additional reserves with one or more of our major processors, the negative impact on our liquidity would likely be significant, which could materially adversely affect our business.

A substantial portion of our long-term marketable securities are highly rated auction rate securities, and failures in these auctions may adversely impact our liquidity.

A substantial percentage of our marketable securities portfolio is invested in highly rated auction rate securities. Auction rate securities are securities that are structured to allow for short-term interest rate resets but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors can sell or continue to hold the securities at par. ~~In recent months,~~Beginning in February 2008, due to current conditions in the credit markets, the auction process for ~~certain~~all of our auction rate securities failed, which resulted in the interest rates on these investments resetting to predetermined rates that were, in some instances, lower than current market rates. We will not be able to liquidate our investments in these types of securities until a future auction is successful, the issuer redeems the securities, a buyer is found outside the auction process, the securities mature, or there is a default that requires immediate repayment by the issuer. Continued failure of auctions could adversely impact the liquidity of our investments, and if one or more of the issuers of the auction rate securities in our portfolio cannot successfully close future auctions or their credit ratings deteriorate, we may be required to adjust the carrying value of these investments through an impairment charge, which may be material.

Our business is highly dependent on the price and availability of fuel.


~~Item 2.~~	*~~Changes in Securities and Use of Proceeds~~*

~~On June 4,~~Fuel costs, which have been at unprecedented high levels, comprise a substantial portion of our total operating expenses and the cost of fuel is our single largest operating expense. Our 2007 average fuel price, including the impact of fuel hedging, increased 97% from 2004, which has adversely affected our operating results. Crude oil and fuel prices in 2008 ~~we completed~~have continued to increase through September 2008. Moreover, crude oil and fuel prices have become quite volatile, with the spot price of crude oil dropping over 50% at the beginning of the fourth quarter from the historic high observed in the second quarter of 2008. Historically, fuel costs have been subject to wide price fluctuations based on geopolitical factors and supply and demand. The availability of fuel is dependent on oil refining capacity. When even a ~~public offering of $100.6 million aggregate principal~~small amount of ~~5.5% Series A convertible debentures due 2038,~~the domestic or ~~the Series A Debentures,~~global oil refining capacity becomes unavailable, supply shortages can result for extended periods of time. The availability of fuel is also affected by demand for home heating oil, gasoline and ~~$100.6 million aggregate principal amount~~other petroleum products, as well as crude oil reserves, dependence on foreign imports of ~~5.5% Series B convertible debentures due 2038, or the Series B Debentures,~~crude oil and ~~collectively, with the Series A Debentures, the Debentures. Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. Incorporated acted as underwriters for our sale~~potential hostilities in oil producing areas of the ~~Debentures in a registered public offering. The net proceeds from~~world. Because of the ~~offering, after underwriting fees, were $195 million. The Debentures bear interest at 5.5%, payable semi-annually on April 15 and October 15. The first interest payment~~effects of these factors on the ~~Debentures is due October 15, 2008. The Debentures are our general obligations~~price and ~~rank equal in right~~availability of ~~payment with all of our existing~~fuel, the cost and future ~~senior debt, effectively junior in right~~availability of ~~payment to our existing and future secured debt, including our secured equipment notes, to the extent~~fuel cannot be predicted with any degree of the value of the assets securing such debt, and senior in right of payment to any subordinated debt. In addition, the Debentures will be structurally subordinated to all liabilities of our subsidiaries. The Debentures of each series are secured in part by ancertainty.

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~~escrow account~~ Our aircraft fuel purchase agreements do not protect us against price increases or guarantee the availability of fuel. Additionally, some of our competitors may have more leverage than we do in obtaining fuel. We have and may continue to enter into crude oil and heating oil option contracts and swap agreements to partially protect against significant increases in fuel prices; however, such contracts and agreements do not completely protect us against price increases, are limited in fuel volume and duration and can be less effective during volatile market conditions. Because of the rapid decline in spot prices at the end of the third quarter and into the fourth quarter of 2008, our counterparties have required us to fund the margin associated with our loss position on these contracts. Should we continue to hold these instruments and the market decline further, the required margin calls could be significant, which could materially adversely affect our liquidity and financial condition.

Due to the competitive nature of the domestic airline industry, we have ~~deposited~~not been able to adequately increase our fares when fuel prices have risen and we may not be able to do so in the future. Continued high fuel costs or further price increases or fuel supply shortages may result in a curtailment of scheduled services and could have a material adverse effect on our financial condition and results of operations.

We have a significant amount of fixed obligations and we will incur significantly more fixed obligations, which could harm our ability to meet our growth strategy and impair our ability to service our fixed obligations.

As of September 30, 2008, our debt of $3.14 billion accounted for 71% of our total capitalization. In addition to long-term debt, we have a significant amount of other fixed obligations under leases related to our aircraft, airport terminal space, other airport facilities and office space. As of September 30, 2008, future minimum payments under noncancelable leases and other financing obligations were approximately $2.92 billion for the remainder of 2008 through 2012 and an aggregate of $7.64 billion for the years thereafter. We have also constructed a new terminal at JFK, which is being operated under a 30-year lease with the PANYNJ. The minimum payments under this lease will be accounted for as a financing obligation and have been included in the totals above.

As of September 30, 2008, we had commitments of approximately ~~$32 million~~$5.11 billion to purchase 132 additional aircraft and other flight equipment over the next eight years, including estimated amounts for contractual price escalations. We will incur additional debt and other fixed obligations as we take delivery of ~~the net proceeds~~new aircraft and other equipment and continue to expand into new markets. We typically finance our aircraft through either secured debt or lease financing. The impact on financial institutions from the ~~offering, equal~~current global credit and liquidity crisis may adversely affect the availability and cost of credit to JetBlue as well as to prospective purchasers of our aircraft that we undertake to sell in the future, including financing commitments that we have already obtained for purchaser of new aircraft purchases or purchase commitments that we have received from prospective purchasers of aircraft owned by us. There can be no assurance that governmental responses to the ~~sum~~disruptions in the financial markets will stabilize the markets or increase liquidity and the availability of credit. Although we believe that debt and/or lease financing should be available for our aircraft deliveries and to prospective purchases of our aircraft, we cannot assure you that we or they will be able to secure such financing on terms acceptable to us or the, ~~first six~~or at all, any of which could harm our business.

Our high level of debt and other fixed obligations could:

	•		impact our ability to obtain additional financing to support capital expansion plans and for working capital and other purposes on acceptable terms or at all;

	•		divert substantial cash flow from our operations and expansion plans in order to service our fixed obligations;

	•		require us to incur significantly more interest or rent expense than we currently do, since a large portion of our debt has floating interest rates and five of our aircraft leases have variable-rate rent; and

	•		place us at a possible competitive disadvantage compared to less leveraged competitors and competitors that have better access to capital resources.

Our ability to make scheduled ~~semi-annual interest~~ payments on ~~the Debentures, for the exclusive benefit of the holders of the Debentures. The $32 million held in escrow for the Debentures is recorded as restricted cash~~our debt and other fixed obligations will depend on our condensed consolidated balance sheets. The net proceeds of the offering were used for the purchase of substantially all of our $175 million principal amount 3.5% convertible debt, issued in 2003, which was subject to repurchase at the option of the holders on July 15, 2008.

Holders of the Series A Debentures may convert the debentures into shares of our common stock at a conversion rate of 220.6288 shares per $1,000 principal amount of Series A Debentures. Holders of the Series B Debentures may convert the debentures into shares of our common stock at a conversion rate of 225.2252 shares per $1,000 principal amount of Series B Debentures. The conversion ratios are subject to adjustment should we declare common stock dividends or effect any common stock splits or similar transactions. If the holders convert the Debentures in connection with a fundamental corporate change that occurs prior to October 15, 2013 for the Series A Debentures or October 15, 2015 for the Series B Debentures, the applicable conversion rate may be increased depending upon our then current common stock price. The maximum number of shares into which all Debentures are convertible, including pursuant to this make-whole fundamental change provision, is 54.4 million shares.

We may redeem any of the Debentures for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after October 15, 2013 for the Series A Debentures and October 15, 2015 for the Series B Debentures. Holders may require us to repurchase the Debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, if any, on October 15, 2013, 2018, 2023, 2028, and 2033 for the Series A Debentures and October 15, 2015, 2020, 2025, 2030, and 2035 for the Series B Debentures; or at any time prior to their maturity upon the occurrence of a specified designated event. Holders who convert their Debentures prior to April 15, 2011 will receive, in addition to the number of shares of our common stock calculated at the applicable conversion rate, a cash payment from the escrow account for Debentures of the series converted equal to the sum of the remaining interest payments that would have been due on or before April 15, 2011 in respect of the converted Debentures.

On June 4, 2008, in conjunction with the public offering of the Debentures described above, we also entered into a share lending agreement with Morgan Stanley Capital Services, Inc., an affiliate of one of the managing underwriters of our offering, or the share borrower, pursuant to which we loaned approximately 44.9 million shares of our common stock. Under the share lending agreement, the share borrower will offer and sell borrowed shares of JetBlue common stock in a registered public offering and use the short position resulting from the sale of the shares of our common stock to facilitate the establishment of hedge positions by investors in the Debentures offering. The common stock was then sold at a price of $3.70 per share. Under the share lending agreement, the share borrower will be required to return the borrowed shares when the Debentures are no longer outstanding. We did not receive any proceeds from the sale of the borrowed shares by the share borrower, but we did receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares.


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

Our Annual Meeting of Stockholders, or Annual Meeting, was held on May 15, 2008. At the Annual Meeting, Robert Clanin, Christoph Franz and Frank Sica were each elected to serve as a director of the Company for a three year term expiring on the date of our Annual Meeting of Stockholders in 2011. The votes were as follows:

For Withheld

Robert Clanin 157,299,102 22,975,397
Christoph Franz 176,536,598 3,737,902
Frank Sica 158,079,718 22,194,781

~~There were no broker non-votes on this matter.~~

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~~The~~future operating performance and cash flows, which in turn will depend on prevailing economic and political conditions and financial, competitive, regulatory, business and other factors, many of which are beyond our control. We are principally dependent upon our operating cash flows to fund our operations and to make scheduled payments on debt and other fixed obligations. We cannot assure you that we will be able to generate sufficient cash flows from our operations to pay our debt and other fixed obligations as they become due, and if we fail to do so our business could be harmed. If we are unable to make payments on our debt and other fixed obligations, we could be forced to renegotiate those obligations or obtain additional equity or other forms of additional financing. To the extent we finance our activities with additional debt, we may become subject to financial and other covenants that may restrict our ability to pursue our growth strategy. We cannot assure you that our renegotiation efforts would be successful or timely or that we could refinance our obligations on acceptable terms, ~~of the following directors continued after the Annual Meeting: Joel Peterson, Ann Rhoades, David Checketts, Kim Clark, Neal Moszkowski, Virginia Gambale and Dave Barger.~~if at all.

Our business is highly dependent on the New York metropolitan market and increases in competition or congestion or a reduction in demand for air travel in this market, or our inability to operate reliably out of our new terminal at JFK or governmental reduction of our operational capacity at JFK would harm our business.

~~The~~ We are highly dependent on the New York metropolitan market where we maintain a large presence with approximately 66% of our daily flights having JFK, LaGuardia, Newark, Westchester County Airport or Newburgh’s Stewart International Airport as either their origin or destination. We have experienced a significant increase in flight delays and cancellations at JFK due to airport congestion, which has adversely affected our operating performance and results of ~~voting~~operations. Our business could be further harmed by an increase in the amount of direct competition we face in the New York metropolitan market or by continued or increased congestion, delays or cancellations. Our business would also be harmed by any circumstances causing a reduction in demand for air transportation in the New York metropolitan area, such as adverse changes in local economic conditions, negative public perception of New York City, terrorist attacks or significant price increases linked to increases in airport access costs and fees imposed on ~~Items 2 through 4 at the Annual Meeting were as follows:~~passengers.

~~Item 2. A Board-sponsored proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.~~

Number of
% of Shares

Votes Outstanding

For 178,606,676 79.63
Against 760,581 0.33
Abstain 907,243 0.40

~~There were no broker non-votes on this matter.~~

Item 3. A Board-sponsored proposal to approve amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate supermajority voting provisions:

Number of
% of Shares

Votes Outstanding

For 176,094,776 78.51
Against 2,531,531 1.12
Abstain 1,648,192 0.73

~~There were no broker non-votes on this matter.~~

Item 4. A Board-sponsored proposal to approve amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to declassify the Company’s Board of Directors and provide for annual election of all directors:

Number of
% of Shares

Votes Outstanding

For 178,690,176 79.67
Against 1,224,786 0.54
Abstain 359,537 0.16

~~There were no broker non-votes on this matter.~~


~~Item 5.~~	~~Other Information.~~

~~As of July~~On October 22, 2008, we ~~executed~~commenced operations out of Terminal 5, a ~~line~~new 26-gate terminal at JFK, which we have been constructing since 2005 under a 30-year lease with the PANYNJ. Any non-performance of ~~credit~~this building’s critical systems, such as baggage sortation, information technology or customer notification systems, could negatively affect our operations and harm our business.

On October 10, 2008, the Department of Transportation issued its final Congestion Management Rule for JFK and Newark International Airport. The rule continues caps on the number of scheduled operations that may be conducted during specific hours and prohibits airlines from conducting operations during those hours without obtaining a slot (authority to conduct a scheduled arrival or departure). In addition, the rule provides for the confiscation of 10% of the slots over a five year period currently held by carriers and reallocates them through an auction process, with ~~Citigroup Global Markets, Inc. which allows for borrowings of up~~the first auction scheduled to ~~$110 million through July 20,~~occur on January 13, 2009. ~~Advances under this agreement will bear interest at~~The rule is being challenged in court and Congress is considering declaring the ~~Open Federal Funds rate plus 2.30%. This line of credit~~auction scheme to be illegal. We are participating in the litigation challenging the rule. If the challenge is ~~secured by~~unsuccessful and the auctions are permitted to proceed, we would likely lose a ~~majority~~portion of our ~~auction rate securities, with total borrowings available subject~~operating capacity at JFK, which would negatively impact our ability to ~~reduction should any of the underlying collateral be sold, or should there be a significant drop~~fully utilize our new terminal and may result in the fair value of the underlying collateral. Advances may be used to fund working capital requirements, capital expenditures or other general corporate purposes, except that they may not be used to purchase any securities or to refinance any debt. We have provided various representations, warranties and other covenants, including a financial covenant to maintain at least $300 million in cash and cash equivalents throughout the term of the agreement. The agreement also contains customary events of default. Upon the occurrence of an event of default, the outstanding obligations under the loan agreement may be accelerated and become due and payable immediately. In connection with this transaction, we agreed to release the lender and its affiliates from certain claims related toincreased competition, which could harm our ~~auction rate securities in specified circumstances.~~business.


~~Item 6.~~	~~Exhibits.~~

Item 6. Exhibits.

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

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~~SIGNATURE~~

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)~~


		JETBLUE AIRWAYS CORPORATION
		(Registrant)

Date: ~~July~~October 24, 2008 ~~By:~~	By:	/s/ EDWARD BARNES

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

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

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EXHIBIT INDEX


Exhibit
Number		Exhibit

10.1*
~~3.5~~		~~Amended~~Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and ~~Restated Certificate of Incorporation of~~ JetBlue Airways Corporation.

~~3.6~~10.2*		~~Fifth Amended~~Amendment No. 5 to Letter Agreement DCT-026/2003, dated as of March 6, 2008, between Embraer-Empresa Brasileira de Aeronautica S.A. and ~~Restated Bylaws of~~ JetBlue Airways Corporation.

10.110.3		Amendment No. 326 to ~~Airbus A320 Purchase~~Letter Agreement DCT-026/2003, dated as of July 18, 2008, between ~~AVSA, S.A.R.L.~~Embraer-Empresa Brasileira de Aeronautica S.A. and JetBlue Airways ~~Corporation, dated May 23, 2008.~~

10.2*		~~Side Letter No. 24 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated April 2, 2008.~~

10.3*		~~Side Letter No. 25 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008.~~Corporation.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.

31.2		13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.

32		Certification Pursuant to Section 1350, furnished herewith.


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

2629


	June 30,		December 31,
	2008		2007
	(unaudited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	846	$	190
Investment securities and derivative assets		118		644
Receivables, less allowance		132		92
Restricted cash		10		—
Prepaid expenses and other		226		190

Total current assets		1,332		1,116
PROPERTY AND EQUIPMENT
Flight equipment		3,762		3,547
Predelivery deposits for flight equipment		221		238

		3,983		3,785
Less accumulated depreciation		367		336

		3,616		3,449
Other property and equipment		503		475
Less accumulated depreciation		149		130

		354		345

Total property and equipment		3,970		3,794
OTHER ASSETS
Assets constructed for others		547		452
Investment securities		279		—
Restricted cash and securities		129		53
Other		211		183

Total other assets		1,166		688

TOTAL ASSETS	$	6,468	$	5,598

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	118	$	140
Air traffic liability		561		426
Accrued salaries, wages and benefits		88		110
Other accrued liabilities		194		120
Short-term borrowings		30		43
Current maturities of long-term debt and capital leases		369		417

Total current liabilities		1,360		1,256
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS		2,936		2,588
DEFERRED TAXES AND OTHER LIABILITIES
Deferred income taxes		183		192
Construction obligation		528		438
Other		83		88

		794		718
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 500,000,000 shares authorized, 270,660,656 and 181,593,440 shares issued and outstanding in 2008 and 2007, respectively		3		2
Additional paid-in capital		1,165		853
Retained earnings		148		162
Accumulated other comprehensive income		62		19

Total stockholders’ equity		1,378		1,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,468	$	5,598


	Six Months Ended June 30,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15	)	$	(1	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes		(8	)		(1	)
Depreciation		84			77
Amortization		10			10
Stock-based compensation		6			8
Changes in certain operating assets and liabilities		48			124
Other, net		(20	)		2

Net cash provided by operating activities		105			219
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(376	)		(392	)
Predelivery deposits for flight equipment		(42	)		(59	)
Proceeds from the sale of flight equipment		133			—
Assets constructed for others		(74	)		(131	)
Proceeds from maturities of held-to-maturity investments		—			7
Purchase of available-for-sale securities		(69	)		(269	)
Sale of available-for-sale securities		388			399
Other, net		(59	)		4

Net cash provided by investing activities		(99	)		(441	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock		316			16
Issuance of long-term debt		476			261
Aircraft sale and leaseback transactions		26			104
Short-term borrowings		17			21
Construction obligation		73			130
Repayment of long-term debt and capital lease obligations		(210	)		(79	)
Repayment of short-term borrowings		(30	)		(38	)
Other, net		(18	)		(5	)

Net cash provided by financing activities		650			410

INCREASE IN CASH AND CASH EQUIVALENTS		656			188
Cash and cash equivalents at beginning of period		190			10

Cash and cash equivalents at end of period	$	846		$	198


	Level 1		Level 2		Level 3		Total
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	841	$	—	$	—	$	841	$	553	$	—	$	—	$	553
Restricted cash		102		—		—		102		134		—		—		134
Auction rate securities		—		—		307		307		—		—		305		305
Aircraft fuel derivatives		—		116		—		116
Interest rate swaps		—		—		2		2		—		—		1		1

	$	943	$	116	$	309	$	1,368	$	687	$	—	$	306	$	993


Liabilities
Aircraft fuel derivatives									$	—		50		—	$	50

									$	—	$	50	$	—	$	50


	Auction Rate			Interest Rate
	Securities			Swaps			Total

Balance as of March 31, 2008	$	313		$	(3	)	$	310
Transfers in		—			—			—
Unrealized gains/(losses), net		(3	)		5			2
Purchases, issuances and settlements, net		(3	)		—			(3	)

Balance as of June 30, 2008	$	307		$	2		$	309

Balance as of December 31, 2007	$	—		$	—		$	—
Transfers in		255			—			255
Unrealized gains/(losses), net		(14	)		2			(12	)
Purchases, issuances and settlements, net		66			—			66

Balance as of June 30, 2008	$	307		$	2		$	309


	2008		2007

At June 30:
Fair value of fuel derivative instruments	$	116	$	32
Longest remaining term (months)		12		12
Hedged volume (barrels, in thousands)		2,979		3,272


	For		Withheld

Robert Clanin		157,299,102		22,975,397
Christoph Franz		176,536,598		3,737,902
Frank Sica		158,079,718		22,194,781


	Number of		% of Shares
	Votes		Outstanding

For		178,606,676		79.63
Against		760,581		0.33
Abstain		907,243		0.40


~~Note 7 —~~	~~Employee Retirement Plan~~