SecProbe.io

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                                                          April 24, 2026

Ursula Hurley
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

       Re: JetBlue Airways Corporation
           Form 10-K for the Fiscal Year ended December 31, 2025
           Filed February 12, 2026
           File Number 000-49728
Dear Ursula Hurley:

       We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation
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 SEC Comment Letter Response April 10, 2026 Via EDGAR and Electronic Mail Ms. Lily Dang and Mr. Karl Hiller Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Washington, D.C. 20549 Re:    JetBlue Airways Corporation           Form 10-K for the Fiscal Year ended December 31, 2025           Filed February 12, 2026           File Number 000-49728 Dear Ms. Dang and Mr. Hiller: On behalf of JetBlue Airways Corporation (the “Company”), we respectfully submit this response to the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 31, 2026, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2025 (File No. 000-49728). The Staff’s comments are repeated below (in bold type with the Company’s response following (in regular type)). Form 10-K for the Fiscal Year ended December 31, 2025 Financial Statements Note 1 - Summary of Significant Accounting Policies, page 69 1. We note your accounting policy disclosure on page 70 indicating that you depreciate aircraft over 25 years while using an estimated residual value of 20 percent, although also indicating that for "certain Airbus A320 airframes" you are using a longer period as part of your "capital-light growth" initiative, although without specifying the number of aircraft or the extended range being utilized for depreciation. You provide disclosures on page 13 under the Operations and Cost Structure heading, and on page 43 within the Overview section of MD&A, associating this fleet management initiative with recent plans to secure your financial future and navigate near-term demand volatility. However, on page 70 of your 2024 Form 10-K you indicated that the estimated useful lives for "certain Airbus A320 airframes" were extended to a range of 33 to 35 years, and on page 75 of your 2023 Form 10-K you indicated that the estimated useful lives for "five Airbus A320 airframe" were extended to a range of 26 to 27 years, while also changing the residual value to $1.5 million. We also note disclosure on page 40 of your 2024 Form 10-K, reporting that you "agreed to defer" delivery of 44 Airbus A321neo aircraft that were scheduled for delivery from 2025-2029, to "2030 and beyond." Please expand your accounting policy disclosure to specify the numbers of aircraft that have been subject to changes in the estimated service lives and residual values during each of the last three fiscal years. Please indicate how the aircraft are selected for this manner of change, and address the guidance in FASB ASC 250-10-50-4, which requires disclosure of the affects of changes in estimates on income from continuing operations, net income, and the related per-share amounts. However, if you regard the affects as not material, provide us with the underlying quantitative and qualitative analyses that you performed for each period in formulating your view. The Company acknowledges the Staff’s comment and advises the Staff that it will revise its Property and Equipment disclosure within Note 1 – Summary of Significant Accounting Policies to provide additional transparency regarding changes in estimated useful lives and residual values of certain Airbus A320 airframes, as well as to further describe the Company’s capital-light growth strategy and related impacts. The Company advises the Staff that it will revise its disclosures beginning with its Form 10-K for the year ended December 31, 2026, as follows: We record property and equipment at cost and depreciate to an estimated residual value on a straight-line basis over the asset's estimated useful life. We capitalize additions, asset modifications which extend the useful life or enhance performance, as well as interest related to pre-delivery deposits used to acquire new aircraft and the construction of our facilities. As part of our capital-light growth strategy, we have prioritized initiatives to optimize utilization of our existing fleet, including deferring certain aircraft deliveries and identifying opportunities to extend the operational life of our aircraft. These efforts include investments in structural modifications and upgrades, the costs of which are capitalized, supported by ongoing evaluations of aircraft condition, maintenance history, and expected future use, which in certain cases have extended the expected operational use of our aircraft from approximately 25 years to up to 36 years. In connection with these updates to the Company’s long-term fleet plan, the Company extended the estimated useful lives of certain Airbus A320 airframes from 25 years to a range of 33 to 36 years. Concurrently, the Company revised the estimated residual values of these aircraft from 20% to approximately $1.5 million to more closely reflect the estimated value at the end of their useful lives. These changes were applied to TBD, 5, and 17 aircraft during fiscal years 2026, 2025, and 2024 respectively. The Company evaluated the impact of these changes in estimates on depreciation expense, loss from continuing operations, net loss, and the related per-share amounts for each of the periods presented and determined that the effects were not material, individually or in the aggregate. These changes in estimates are accounted for prospectively in accordance with FASB ASC 250, Accounting Changes and Error Corrections. Estimated useful lives and residual values for property and equipment are summarized as follows: Property and Equipment Type Estimated Useful Life Residual Value Aircraft 25 – 36 years 20 % Aircraft equipment 5 – 12 years 0 % Aircraft parts Fleet life 10 % Flight equipment leasehold improvements Lower of lease term or economic life 0 % Ground property and equipment 2 – 10 years 0 % Leasehold improvements – other Lower of lease term or economic life 0 % Buildings on leased land Lower of lease term or economic life 0 % Analysis of Materiality In connection with the changes in estimated useful lives and residual values of certain Airbus A320 airframes, the Company performed both quantitative and qualitative assessments to evaluate the materiality of the impact on its financial statements for each of the periods presented. The quantitative impact of these changes in estimates presented below reflects the cumulative effect of changes; the impact attributable to changes in any individual reporting period would be less than the amounts presented. 2025 2024 2023 Number of aircraft subject to changes 27 22 5 Decrease in depreciation expense ($ in millions) (4) (3) - % of depreciation and amortization expense 0.5 % 0.5 % 0.0 % % of loss from continuing operations 0.6 % 0.4 % 0.0 % % of net loss 0.6 % 0.4 % 0.0 % Earnings per share impact 0.01 0.01 0 In accordance with FASB ASC 250-10-50-4, we have considered the effects of the change in estimated useful lives and residual value on depreciation expense, loss from continuing operations, net loss, and the related per-share amounts and determined the impact to be immaterial for disclosure.  From a qualitative perspective, the Company considered the nature and scope of the changes, including that they relate to a subset of the Company’s fleet and were made in connection with its broader capital-light growth strategy. The Company also considered whether the changes: • changed any trends in earnings or affected period-to-period comparability; • resulted in a significant change in financial statement line items, key performance metrics or non-GAAP measures; • impacted the Company’s ability to meet analyst expectations; • affected compliance with debt covenants or other contractual arrangements; • impacted liquidity, cash flows, or capital resources; or • had the effect of changing a loss into income or vice versa. The Company concluded that none of these factors were present in a manner that would be material, individually or in the aggregate. The changes in estimated useful lives and residual values are non-cash in nature and do not directly affect cash flows. While the Company’s broader capital-light growth strategy includes actions such as the deferral of certain aircraft deliveries, which affect the timing of capital expenditures, these impacts are separate from the accounting changes in estimates and are disclosed elsewhere in the Company’s filings. Based on the foregoing, the Company concluded that the impact of these changes in estimates was not material to its consolidated financial statements for any of the periods presented. Given the nature and frequency of the changes and association with your capital-light growth initiative, it appears that further disclosures should also be provided in MD&A. For example, disclosures under Critical Accounting Estimates on page 53 should be expanded to discuss the circumstances that precipitated revisions in each of the last three fiscal years, and disclosures under Liquidity and Capital Resources on page 46 should be expanded to describe your capital-light growth initiative and to explain how it relates to plans for securing your financial future and managing demand volatility. Such disclosures should clarify the financial and operational objectives, how changes in the service lives of the aircraft and deferred acquisitions of aircraft are aligned with this initiative, and the timeframe envisioned to deploy and measure the results. The Company acknowledges the Staff’s comment and advises the Staff that it will revise its disclosures within Management’s Discussion and Analysis of Financial Condition and Results of Operations. Specifically, the Company will revise its Liquidity and Capital Resources disclosures beginning with its Form 10-Q for the quarter ending March 31, 2026. The Company will revise its Critical Accounting Estimates disclosures in its future periodic reports, as applicable, beginning with its Form 10-K for the year ending December 31, 2026. The revised disclosures will read as follows. Liquidity and Capital Resources As part of our fleet strategy, we have deferred certain aircraft deliveries in prior periods to better align capacity with demand and reduce near-term capital expenditures. In parallel, we are investing in targeted modifications to certain Airbus A320 aircraft, based on operational needs, to extend useful lives and support more efficient utilization of our existing assets. This strategy is intended to optimize utilization of our existing fleet, enhance financial flexibility, and moderate capital spending in the near term while preserving long-term operational capacity. In connection with these initiatives, we revised the estimated useful lives and residual values of certain aircraft, which is reflected prospectively in depreciation expense. While these changes affect depreciation expense, they did not have a material impact on our results of operations for the periods presented. We expect these actions to support our broader objective of navigating demand volatility while strengthening our financial position over time. Critical Accounting Estimates We periodically reassess these estimates based on current facts and circumstances, including changes in operational usage, maintenance programs, and the effects of modifications and upgrades that may extend useful lives or affect residual values. Changes in market conditions, including the pricing of new and used aircraft, regulatory developments, and other external factors, may also impact these estimates. As part of our capital-light growth strategy, we have prioritized initiatives to optimize utilization of our existing fleet, including deferring certain aircraft deliveries and identifying opportunities to extend the operational life of our aircraft. These efforts include investments in structural modifications and upgrades, the costs of which are capitalized, supported by ongoing evaluations of aircraft condition, maintenance history, and expected future use, which in certain cases have extended the expected operational use of our aircraft from approximately 25 years to up to 36 years. As a result of these initiatives, we revised the estimated useful lives and residual values of certain aircraft on an aircraft-specific basis. As discussed in Note 1 – Summary of Significant Accounting Policies, these changes in estimates were applied to a subset of our fleet and are accounted for prospectively in accordance with FASB ASC 250, Accounting Changes and Error Corrections. While these changes in estimates affect depreciation expense prospectively, they did not have a material impact on our results of operations for the periods presented. We appreciate the Staff’s review and consideration of the Company’s response. Please do not hesitate to contact the undersigned at (718) 709-3093 or at ursula.hurley@jetblue.com with any questions or comments. Sincerely, /s/ Ursula Hurley Ursula Hurley Chief Financial Officer

March 31, 2026
Ursula Hurley
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re:JetBlue Airways Corporation
Form 10-K for the Fiscal Year ended December 31, 2025
Filed February 12, 2026
File Number 000-49728
Dear Ursula Hurley:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2025
Financial Statements
Note 1 - Summary of Significant Accounting Policies, page 69
We note your accounting policy disclosure on page 70 indicating that you depreciate
aircraft over 25 years while using an estimated residual value of 20 percent, although
also indicating that for "certain Airbus A320 airframes" you are using a longer period as
part of your "capital-light growth" initiative, although without specifying the number of
aircraft or the extended range being utilized for depreciation.  You provide disclosures on
page 13 under the Operations and Cost Structure heading, and on page 43 within the
Overview section of MD&A, associating this fleet management initiative with recent
plans to secure your financial future and navigate near-term demand volatility.

However, on page 70 of your 2024 Form 10-K you indicated that the estimated useful
lives for "certain Airbus A320 airframes" were extended to a range of 33 to 35 years, and
on page 75 of your 2023 Form 10-K you indicated that the estimated useful lives for
"five Airbus A320 airframe" were extended to a range of 26 to 27 years, while also
changing the residual value to $1.5 million. We also note disclosure on page 40 of your 1.

March 31, 2026
Page 2
2024 Form 10-K, reporting that you "agreed to defer" delivery of 44 Airbus A321neo
aircraft that were scheduled for delivery from 2025-2029, to "2030 and beyond."

Please expand your accounting policy disclosure to specify the numbers of aircraft that
have been subject to changes in the estimated service lives and residual values during
each of the last three fiscal years. Please indicate how the aircraft are selected for this
manner of change, and address the guidance in FASB ASC 250-10-50-4, which
requires disclosure of the affects of changes in estimates on income from continuing
operations, net income, and the related per-share amounts. However, if you regard the
affects as not material, provide us with the underlying quantitative and qualitative
analyses that you performed for each period in formulating your view.

Given the nature and frequency of the changes and association with your capital-light
growth initiative, it appears that further disclosures should also be provided in MD&A.
For example, disclosures under Critical Accounting Estimates on page 53 should be
expanded to discuss the circumstances that precipitated revisions in each of the last three
fiscal years, and disclosures under Liquidity and Capital Resources on page 46 should be
expanded to describe your capital-light growth initiative and to explain how it relates to
plans for securing your financial future and managing demand volatility.

Such disclosures should clarify the financial and operational objectives, how changes in
the service lives of the aircraft and deferred acquisitions of aircraft are aligned with this
initiative, and the timeframe envisioned to deploy and measure the results.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

August 30, 2024
Vladimir Galkin
Investor
JETBLUE AIRWAYS CORP
10900 NW 97th Street, #102
Miami, FL 33178
Re:JETBLUE AIRWAYS CORP
Schedule 13G filed April 22, 2024, as amended
Filed by Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable
Trust
File No. 005-78219
Dear Vladimir Galkin:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule 13G filed April 22, 2024, as amended
General
1.We understand that, in connection with your investment in JetBlue Airways Corporation
(the "Company"), you have expressed to the Company an interest in obtaining a board
seat. We also note that, with respect to your investment, you have disclosed your
beneficial ownership on Schedule 13G, have indicated that your Schedule 13G filing has
been made pursuant to Rule 13d-1(c), and have made a corresponding certification under
Item 10 stating that your investment was not made “for the purpose of or with the effect
of changing or influencing the control of the issuer.” Please provide a detailed legal
analysis reconciling your expressed interest in obtaining a board seat with your filing of a
Schedule 13G, or, alternatively, file a Schedule 13D with respect to your investment.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

August 30, 2024
Page 2
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

United States securities and exchange commission logo
April 1, 2021
Steve Priest
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re:JetBlue Airways Corporation
Form 10-K for the Year Ended December 31, 2020
Filed March 2, 2021
File No. 000-49728
Dear Mr. Priest:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Alexander Chatkewitz

April 22, 2019
Steve Priest
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re:JetBlue Airways Corporation
Form 10-K for the Year Ended December 31, 2018
Filed February 21, 2019
File No. 000-49728
Dear Mr. Priest:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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		Document

April 12, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn:

 Ms. Heather Clark

 Mr. Andrew Mew

 Office of Transportation and Leisure

Re:

 JetBlue Airways Corporation

 Form 10-K for the Year Ended December 31, 2018

 Filed February 21, 2019

 File No. 000-49728

Dear Ms. Clark and Mr. Mew:

JetBlue Airways Corporation (the “Company”), is responding to your letter dated April 1, 2019, with respect to the above-referenced filing.

We appreciate the Staff’s comment on our filing.  For ease of reference, we have repeated the comments set forth in the Staff’s letter followed by our response to that comment.

Form 10-K for the Year Ended December 31, 2018

Consolidated Statements of Cash Flows, page 57

1.

 Please revise to provide all disclosures required by ASC 230-10-50, specifically, the amounts of interest and income tax paid per paragraph 2 and the noncash investing and financing activities in paragraphs 3 through 6.

Company Response:

Per ASC 230-10-50-2, if the indirect method is used to present the statement of cash flows, amounts of interest paid (net of amounts capitalized), and income taxes paid during the period shall be disclosed.  We disclosed these amounts in the Notes to the Consolidated Financial Statements included in our Form 10-K for the Year Ended December 31, 2018.

We make interest payments on our outstanding debt, capital lease, and construction obligations related to Terminal 5 at John F. Kennedy International Airport in New York.  Cash payments for interest related to our debt and capital lease obligations, net of capitalized interest, were disclosed in Note 3 - Long-term Debt, Short-term Borrowings and Capital Lease Obligations.  The amounts were $59 million, $60 million, and $78 million in 2018, 2017, and 2016, respectively.  Cash payments for interest related to our construction obligations, were disclosed in Note 5 - JFK Terminal 5.  The amounts were $23 million in 2018, $24 million in 2017, and $25 million in 2016.  We disclosed cash payments for incomes taxes in Note 9 - Income Taxes.  These amounts were $11 million, $139 million, and $173 million in 2018, 2017, and 2016, respectively.

Beginning with our Form 10-Q for the Quarter Ending March 31, 2019, we will include the supplemental disclosure in one place within our consolidated financial statements.

ASC 230-10-50-3 requires the disclosure of information about all investing and financing activities of an entity during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period.

Our non-cash investing activities for the years between 2016 and 2018 were insignificant and represented less than 1% of total cash flows from investing activities in each of the respective periods.

We did not incur any non-cash financing activities during 2018 and 2017.  During 2016, holders of our 6.75% Convertible Debentures due 2039 (Series B) voluntarily converted approximately $86 million in principal amount into shares of our common stock.  As a result, we issued 17.6 million shares of our common stock.  This information was disclosed in Note 7 - Earnings Per Share.

In future filings, we will include the disclosure any significant non-cash investing or financing activities.

Financial Statements

Notes to Consolidated Financial Statements

Note 2 - Revenue Recognition, page 64

2.

 We note from page 7 that you have interline and code-sharing agreements with 49 airlines.  To the extent revenue recognized from such arrangements is material, please provide us with your analysis regarding how you recognize such revenue.  Your response should include whether you are the principal or agent for these services and how you made such determination.  Reference to ASC606-10-55-36 through 39.

Company Response:

While JetBlue does participate in interline and code-sharing agreements with 49 airlines, the revenues generated from those arrangements are not material, representing less than 3% of our consolidated operating revenues.  The vast majority of our customers continue to fly point to point, and of those that do connect to another flight, only a small percentage connect with another airline.

Revenue generated from interline and code-sharing agreements are comprised of tickets sold on behalf of JetBlue by other airlines or by JetBlue on behalf of other airlines.  With both of these ticketing arrangements, we believe that each flight segment on the ticket creates a separate performance obligation of the contract.  When applying the guidance in paragraphs 606-10-55-37 and 37A, we have concluded that the operating carrier for each flight segment is the principal as the operating carrier controls the services before being transferred to the customer.  Tickets sold by other airlines where JetBlue operates a segment of the ticket are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided.  For segments operated by other airline partners on tickets sold by JetBlue, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract.  JetBlue, as the agent, recognizes revenue after the travel has occurred for the net amount, which represents the commission to be retained by JetBlue for any segments flown by other airlines.

******

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing.  We appreciate your time and attention to this matter.  Please contact the undersigned at (718) 709-3104 with any questions or comments you may have.

Sincerely,

/s/ Alex Chatkewitz

Alex Chatkewitz

Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

cc:

 Steve Priest, Chief Financial Officer

 Brandon Nelson, Senior Vice President General Counsel & Corporate Secretary

 Eileen McCarthy, Vice President Associate General Counsel

April 1, 2019
Steve Priest
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re:JetBlue Airways Corporation
Form 10-K for the Year Ended December 31, 2018
Filed February 21, 2019
File No. 000-49728
Dear Mr. Priest:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Consolidated Statements of Cash Flows, page 57
1.Please revise to provide all disclosures required by ASC 230-10-50, specifically the
amounts of interest and income tax and paid per paragraph 2 and the noncash investing
and financing activities in paragraphs 3 through 6.
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Revenue Recognition, page 64
2.We note from page 7 that you have interline and code-sharing agreements with 49
airlines.  To the extent revenue recognized from such arrangements is material, please
provide us with your analysis regarding how you recognize such revenue.  Your response
should include whether you are the principal or agent for these services and how you
made such determination.  Reference to ASC 606-10-55-36 through 39.

 FirstName LastNameSteve Priest
 Comapany NameJetBlue Airways Corporation
 April 1, 2019 Page 2
 FirstName LastName
Steve Priest
JetBlue Airways Corporation
April 1, 2019
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Andrew Mew at 202-551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561
        May 2 , 2017

Mr. Stephen J. Priest
Chief Financial Officer
Jetblue Airways Corp
27-01 Queens Plaza North
Long Island City, NY 11101

Re: Jetblue Airways Corp
            Form 10 -K for the Year Ended December 31, 2016
            Filed February 1 7, 2017
            File No. 00 0-49728

Dear  Mr. Priest :

We have completed our review of your filing.  We remind you that the company and its
management are responsible  for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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		Document

April 21, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

Attn:

 Ms. Melissa Raminpour

 Branch Chief

 Office of Transportation and Leisure

Re:

 JetBlue Airways Corporation

 Form 10-K for the Year Ended December 31, 2016

 Filed February 17, 2017

 File No. 000-49728

Dear Ms. Raminpour:

JetBlue Airways Corporation (the “Company”), is responding to your letter dated April 10, 2017, with respect to the above-referenced filing.

We appreciate the Staff’s comment on our filing.  For ease of reference, we have repeated the comment set forth in the Staff’s letter followed by our response to that comment.

Form 10-K for the Year Ended December 31, 2016

Regulation G Reconciliations of Non-GAAP Financial Measures

Return on Invested Capital, page 48

1.

 We note that in your calculation of ROIC you utilize an assumption of seven times the amount of aircraft rent.  Please clarify the basis for this assumption and tell us whether the multiple of seven compares to contractual terms.  If it is significantly different, please clarify why it would be meaningful to an investor if it does not depict a realistic picture of your facts and circumstances.

Company Response:

We adjust for our operating leases by using a multiple of aircraft rent expense when calculating the Invested Capital component of the Return On Invested Capital (ROIC).  Making adjustments for obligations associated with operating leases, which are not yet reflected in GAAP balance sheets, is a common practice throughout the investing community as a means of comparing companies with different financing structures.  The multiple of seven times aircraft rent is a standard multiple which is routinely used by other airlines (as evidenced in public filings or press releases) and by equity analysts within the airline sector.  We have recalculated ROIC using the net present value of our future operating lease contractual commitments at our incremental borrowing rate and it results in an immaterial variance of less than 0.2% from the ROIC presented in our 2016 Form

10-K.  Therefore, we believe the use of this multiple provides investors with meaningful and realistic information when evaluating different airlines within the industry.

******

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing.  We appreciate your time and attention to this matter.  Please contact the undersigned at (718) 709-3104 with any questions or comments you may have.

Sincerely,

/s/ Alex Chatkewitz

Alex Chatkewitz

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

cc:

 Claire Erlanger

 Effie Simpson

 James Hnat

 Steve Priest

Mail Stop 3561
        April 10 , 2017

Mr. Stephen J. Priest
Chief Financial Officer
Jetblue Airways Corp
27-01 Queens Plaza North
Long Island City, NY 11101

Re: Jetblue Airways Corp
            Form 10 -K for the Year Ended December 31, 2016
            Filed February 1 7, 2017
            File No. 00 0-49728

Dear  Mr. Priest :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Return on Invested Capital, page 48

1. We note that in your calculation of ROIC you uti lize an assumption of seven times the
amount of aircraft rent.  Please clarify the basis for this assumption and tell us whether
the multiple of seven compares to contractual terms.  If it is significantly different, please
clarify why it would be meaningf ul to an investor if it does not depict a realistic picture
of your facts and circumstances.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, acti on or absence of
action by the staff.

Mr. Stephen J. Priest
Jetblue Airways Corp
April 10 , 2017
Page 2

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger, at
(202) 551 -3301  if you have questions regarding comments on the financial statements and
related matters.  Please contact the  undersigned, at (202) 551 -3750 with any other questions.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

May 6, 2014

Via E -mail
Mark D. Powers
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: JetBlue Airways Corporation
 Form 10-K for the Year Ended December 31, 2013
Filed February 19, 2014
Form 8 -K furnished March 13, 2014
File No. 000 -49728

Dear Mr. Powers :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

/s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
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		Corresp SEC comment letter 2013 10K May 2014

[JetBlue Airways Corporation Letterhead]

May 1, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

Attn:     Ms. Linda Cvrkel

Branch Chief

Re:      JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 19, 2014

Form 8-K furnished March 13, 2014

File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation (the Company) set forth below are the responses to the comments of the Staff (the Staff) of the Division of Corporation Finance of the Securities and Exchange Commission regarding the above referenced filing set forth in the Staff’s letter to Mr. Mark Powers of the Company dated April 17, 2014.

For your convenience, we have repeated each of the comments set forth in the Staff’s letter followed by the response to that comment.

Form 10-K for the Year Ended December 31, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

Critical Accounting Policies and Estimates, page 42

Accounting for Long Lived Assets, page 43

1.

 We note your disclosure that changes in expected lives of assets have resulted in accelerated depreciation.   Please tell us whether any changes were made to the useful lives of assets which resulted in accelerated depreciation during the years ended December 31, 2013 or 2012. If so, please describe for us and in your notes to the consolidated financial statements the facts and circumstances surrounding such changes.  The notes to the financial statements should also be revised to include the disclosures required by ASC 250-10-50-4.

Response:  As part of our impairment evaluations of long lived assets, we review the estimates for remaining useful lives as required by ASC 360-10-35.  This is an annual assessment, unless there are facts that arise which would cause us to evaluate them sooner.  Business decisions in 2013 and 2012, such as changes in the timing of planned replacement of seats on certain aircraft, the planned replacement of certain customer services software, planned upgrades and replacement of certain inflight entertainment assets on our aircraft as

well as circumstances related to our high-density slots, required us to re-evaluate the useful lives of certain of our long-lived assets.

Collectively, the changes we made in remaining useful lives did not result in material adjustments to the depreciation and amortization expense recognized in 2013 and 2012, or to be recognized in any future annual periods (approximately 0.2% of total operating expenses and approximately 3% of our depreciation and amortization expenses).   As a result, we did not provide the disclosures as set forth in ASC 250-10-50-4.   In future filings, we will include a disclosure to indicate that the impact of these changes did not result in material changes to depreciation and amortization.  If in the future we should have a change in lives that does result in a material adjustment, we will provide the disclosure in accordance with 250-10-50-4.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies, page 52

Intangible Assets, page 54

2.

 We note your disclosure that in December 2013, due to recent regulatory and market activities stemming from the auctioning of slots at LaGuardia and Reagan National airports, you reassessed the useful lives of these assets and concluded that Slots at High Density airports are indefinite lived intangible assets and you will no longer amortize them. Citing relevant authoritative accounting literature, please provide us further details as to why you believe it is appropriate to assign these assets an indefinite life. As part of your response, please describe the changes in facts and circumstances that occurred during 2013 that resulted in your decision to make this change. Also, in light of the fact that it appears that during 2014 you have been successful in your bid to acquire 24 takeoff and landing slots at Reagan National airport (a High Density airport), please tell us how you intend to account for these slots, once acquired. If you intend to assign the slots an indefinite life, please explain to us why you believe an indefinite life is appropriate. Further, assuming a satisfactory response, please revise your notes to the consolidated financial statements to include the disclosures required by ASC 250-10-50-4

Response:  The catalyst for the noted change in lives for our High Density Airport Slots was the evaluation the Slots becoming available in connection with the American Airlines and US Airways merger.  These Slots were substantially identical to the Slots auctioned through a similar process in 2011.  In preparing our bids for the 2013 auctions, we noted that the Slots had appreciated in value over this short period of time.   Since 2011, and in particular in 2013, we have increased focus on the business passenger, including business traveler focused enhancements to our TrueBlue loyalty program including the removal of all points expiration and allowing for point pooling as well as the introduction of  a new product for transcontinental flights which will include lie flat seating and other amenities important to the business traveler.  This increased focus on the business traveler increased the importance of the New York and Washington D.C. business markets to our network.  These facts, along with further industry consolidation and improvement in overall industry performance resulted in our re-assessing the useful lives and considered the criteria in ASC 350-30-35-3:

•

 The expected use of the asset by the company.

We expect to use these slots in perpetuity.  In 2011, we had limited presence and investment at these airports and were therefore not able to conclude that we would use the slots in perpetuity.

•

 The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate.

Other assets at these high-density airports are primarily related to gates and airport facilities, which are depreciated over periods of up to 15 years.  Unlike Slots, which require no maintenance, the gates and facility improvements will need to be refreshed at some point, so assigning them a life longer than 15 years would not be appropriate.  In 2011 we used the 15 year estimated lives of leasehold improvements at each of the High Density Airports as a proxy for the utilization period for Slots at these airports.  A residual value was not established which we believe is common with intangible assets of this nature.

•

 Legal, regulatory or contractual provisions which may limit the useful life.

Slots for both DCA and LGA were issued 45 years ago by federal authorities and have remained issued and effective for that entire time in the case of DCA and effectively that entire time in the case of LGA.  The DCA slots do not have a stated expiration date. Although the LGA slots do, history has shown that their renewal is assured as long as the owning airline continues to operate them.  The government does have the authority to rescind the Slots, but historically has not and it is unlikely that they will do so as air traffic demand in these particular airports has increased as has the resulting congestion since the time they were originally issued.  The estimated lives of these Slots are analogous to international route authorities as described in example 6 of ASC 350-30 (55-17 thru 55-19), which concludes an assignment of an indefinite life is appropriate.

•

 Our own historical experience in renewing or extending similar arrangements….  In the absence of that experience, the entity shall consider the assumptions that market participants would use.

JetBlue has very limited experience with operating purchased Slots.  However, there is significant industry history regarding Slots at High Density Airports.  When they are assigned to an airline, they remain within the purview of that airline until such time as the airline ceases using them or until they are otherwise disposed.  There is no history of Slots at High Density Airports being rescinded or recalled by their issuers if the airline in possession is using the slots as intended.

We believe predominate industry practice is to treat domestic slots as indefinite lived assets.  In 2013, we believe all slots acquired (including those in business combinations) were assigned indefinite lives.

•

 Effects of obsolescence, demand or other economic factors

Demand for air travel at both DCA and LGA has remained very strong since being designated as High Density Airports back in 1968.

•

 Level of maintenance expenditures

The Slots require no maintenance.

As noted above, business travel has become an increasingly important part of our network strategy.  New York and Washington D.C. markets are important pieces to that strategy and LGA and DCA are the undeniable airports of choice in these markets, respectively.  To that end we made considerable investments in Slots at each of these airports following the 2011 and 2013 slot auctions.  In 2011, we were successful in acquiring 16 Slots at each of DCA and LGA, doubling our presence at LGA and increasing our presence at DCA by 67%.  The 2013 auctions resulted in incremental increase of an additional 60% at DCA.  Despite submitting a bid that was higher, on an individual Slot basis, than our successful 2011 bid, we were not successful in acquiring additional Slots at LGA in 2013.

ASC 350-30-35-10 contemplates finite lived intangibles can at times become indefinite lived intangibles.  Having re-evaluated the ASC 350-30-35-3 criteria as detailed above, we concluded that indefinite life treatment for Slots at all High Density Airports following the 2013 auction process was more appropriate than assigning them an arbitrary finite life.  The amount of amortization related to these Slots has been immaterial, whether on a quarterly or an annual basis.   Our Summary of Significant Accounting Policies (Note 1) in the March 31, 2014 Form 10Q will include the following for intangible assets

Intangible Assets

Our intangible assets consist primarily of acquired take-off and landing slots, or Slots, at certain domestic airports. Slots are rights to take-off or land at a specific airport during a specific time period during the day and are a means by which airport capacity and congestion can be managed.  We account for Slots at High Density airports, including Reagan National Airport in Washington D.C. and LaGuardia and JFK Airports in New York City as indefinite lived intangible assets which results in no amortization expense, while Slots at other airports are amortized on a straight-line basis over their expected useful lives, up to 15 years.  As of December 31, 2013, we changed our estimated useful lives for Slots at these High Density Airports from 15 years to indefinite.  We incurred amortization expense of $1 million and $5 million for Slots at High Density Airports during the three months ended March 31, 2013 and the 12 months ended December 31, 2013, respectively.

In March 2014, we completed the acquisition of 24 Slots at Reagan National Airport for $75 million. We plan to begin using these Slots in the second half of 2014.  Consistent with our accounting treatment for Slots at all High Density Airports, we have assigned these assets an indefinite life.

Loyalty Program, page 55

3.

 We note your disclosure that in June 2013 you amended the loyalty program so points earned by members never expire. As a result of these changes, your estimate for the points that will remain unused, breakage, decreased resulting in a $5 million reduction in revenue and a corresponding increase in air traffic liability. Please explain to us, and revise your notes to the financial statements to disclose your accounting policy for recognizing breakage. Additionally, disclose the amount of breakage recognized in each of the periods presented, if material.

Response:

Points earned in our TrueBlue Loyalty Program for JetBlue purchases are accounted for under the incremental cost method.  Under this method, the liability at each reporting date reflects the incremental cost associated of providing future travel to TrueBlue members who are expected to eventually redeem their points.  Inherent in this approach is an estimate for points that will ultimately go unused, or breakage.

We estimate breakage based on historical point redemptions.  Breakage is a factor in arriving at the liability for these points.  Our program changes in 2013 resulted in individual members’ points never expiring and members being able to pool their points.  Both of these changes resulted in less estimated breakage.  At December 31, 2013, our estimate of miles that would be redeemed increased, resulting in an increase in the incremental cost liability.  Our estimated liability for these points was $19 million as of December 31, 2013, which included the $5 million increase resulting directly from the estimated change in breakage.

In our future filings, we will clarify our Significant Accounting Policy (Note 1) with respect to breakage, indicating that it is a factor in arriving at our liability under the incremental cost method and is calculated based upon historical redemptions.

Airframe and Engine Maintenance, page 55

4.

 We note your disclosure that regular airframe maintenance for owned and leased flight equipment is charged to expense as incurred unless covered by a third-party long-term flight hour services contract.  Please tell us and revise to disclose your accounting policy for repairs and maintenance expense as it relates to assets other than flight equipment.

Response:    Our accounting policy for repairs and maintenance expense for assets other than flight equipment is to expense them as incurred.  Costs for these repairs represent less than 1% of operating expense which we deemed to be insignificant and therefore, did not include in our disclosures.

Note 3. Operating Leases, page 62

5.

 We note from your disclosure in Note 3 that a significant number of your aircraft are leased under operating leases.  Please tell us if your lease agreements contain provisions that require you to return the aircraft and engines to the lessor in certain maintenance condition or pay an amount to the lessor based on the airframe and engine’s actual return condition.  If so, please tell us and disclose your policy of accounting for these return conditions.

Response:   Our aircraft lease agreements contain termination provisions which include standard maintenance and return conditions with regards to airframes and engines, requiring us to either meet the specified return conditions or pay an amount to the lessor if they are not meet based on these conditions.  Our policy is to record these lease return condition obligations when they are probable and the costs can be estimated.  Typically, lease return costs do not become probable of payment until near the end of the lease term after the aircraft has completed its last maintenance cycle prior to being returned.   We will revise our

future Commitments and Contingencies (Note 7) in the March 31, 2014, Form 10Q to include the following statement.

Our aircraft lease agreements contain termination provisions which include standard maintenance and return conditions.  Our policy is to record these lease return conditions when they are probable and the costs can be estimated.

Form 8-K furnished March 13, 2014

6.

 We note your disclosure in a Form 8-K furnished March 13, 2014 that you have entered into an agreement to sell your LiveTV subsidiary to the Thales Group for $400 million.  We also note that the sale is expected to be completed in mid-2014.  Please tell us if you expect to recognize a material gain

April 17 , 2014

Via E -mail
Mark D. Powers
Chief Financial Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: JetBlue Airways Corporation
 Form 10-K for the Year Ended December 31, 2013
Filed February 19, 2014
Form 8 -K furnished March 13, 2014
File No. 000 -49728

Dear Mr. Powers :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated ) and providing  any reque sted
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

After reviewing  the information you provide in response to these  comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2013

Management’s Discussion and Analysis  of Financial Condition and Results of Operations , page
39

Critical Accounting Policies and Estimates, page 42
Accounting for Long Lived Assets, page 43

1. We note your disclosu re that changes in expected lives of assets have resulted in
accelerated depreciation.  Please tell us whether any changes were made to the useful
lives of assets which resulted in accelerated depreciation during the years ended
December 31, 2013 or 2012.  If so, ple ase describe for  us and in your notes to the
consolidated financial statements  the facts and circumstances surrounding such  changes.

Mark D. Powers
JetBlue Airways Corporation
April 17 , 2014
Page 2

 The notes to the financial statements should also be revised to include the disclosures
required by ASC 250 -10-50-4.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies, page 52

Intangible Assets, page 54

2. We note your disclosure that in December 2013, due to recent regulatory and market
activities stemming from the auctioning of slots at LaGuardia and Reagan National
airports, you reassessed the useful lives of these assets and concluded that Slots at High
Density airports are indefinite lived intangible assets a nd you will no longer amortize
them.  Citing relevant authoritative accounting literature, please provide us further details
as to why you believe it is appropriate to assign these assets an indefini te life.  As part of
your response, please describe the changes in facts and circumstances that occurred
during 2013 that resulted in your decision to make this change.  Also, in light of the fact
that it appears that during 2014 you have been successful  in your  bid to acquire 24
takeoff and landing slots at Reagan National airport  (a High Density airport), please tell
us how you intend to account for these slots, once acquired.  If you intend to assign the
slots an indefinite life, please explain to us why  you believe an indefinite life is
appropriate.  Further, assuming a satisfactory response , please revise your notes to the
consolidated financial statements to include the disclosure s required by ASC 250 -10-50-4

Loyalty Program, page 55

3. We note your disclosure that in June 2013 you  amended the  loyalty  program so points
earned by members never expire. As a result of these changes, your estimate for the
points that will remain unused, breakage, decreased resulting in a $5 million reduction in
revenue an d a corresponding increase in air traffic liability. Please explain to us, and
revise your notes to the financial statements to disclose your accounting policy for
recognizing breakage.  Additionally, disclose the amount of breakage recognized in each
of the periods presented, if material.

AirFrame and Engine Maintenance, page 55

4. We note your disclosure that regular  airframe maintenance for owned and leased flight
equipment is charged to expense as incurred unless covered by a third -party long -term
flight hour services contract .  Please tell us and revise to disclose your accounting policy
for repairs and maintenance expense as it relates to assets other than flight equipment.

Mark D. Powers
JetBlue Airways Corporation
April 17 , 2014
Page 3

 Note 3. Operating Leases, page 62

5. We note from your disclosure in No te 3 that a significant number of your aircraft are
leased under operating leases.  Please tell us if your lease agreements contain provisions
that require you to return the aircraft and engines to the lessor in certain maintenance
condition or pay an amou nt to the lessor based on the airframe and engine’s actual return
condition.  If so, please tell us and disclose your policy of accounting for these return
conditions.

Form 8 -K furnished March 13, 2014

6. We note your disclosure in a Form 8 -K furnished Ma rch 13, 2014 that you have entered
into an agreement to sell your LiveTV subsidiary to the Thales Group for $400 million.
We also note that the sale is expected to be completed in mid -2014.  Please tell us if you
expect to recognize a material gain or loss  on the sale of this subsidiary.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange  Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Claire Er langer at (202) 551 -3301 or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  You may
also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

October 2 , 2013

Via E -mail
David Barger
President and Chief Executive Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

 Re: JetBlue Airways Corporation
  Form 10 -K for Fiscal Year Ended December 31, 2012
  Filed February 21, 2013
  File No. 0 -49728

Dear Mr. Barger:

We refer you to our comment letter dated September 10, 2013, regarding business
contacts with Cuba.  We have completed  our review of this subject matter.  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain t hat the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corp oration Finance

 Donald Daniels
 Chief Financial Officer

 James Hnat
 General Counsel

CORRESP
1
filename1.htm

		Comment letter response Cuba 9 20 2013

[JetBlue Letterhead]

Confidential Treatment Requested Under FOIA

VIA EDGAR and HAND DELIVERY

September 20, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

Attn:     Cecilia Blye, Chief

Office of Global Security Risk

Daniel Leslie

Staff Attorney

Re:      JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 21, 2013

File No. 0-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation (the “Company” or “JetBlue”), set forth below are the responses to the comments of the Office of Global Security Risk (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission regarding the above referenced filing set forth in the Staff's letter to Mr. David Barger of the Company dated September 10, 2013.

For your convenience, we have repeated each of the comments set forth in the Staff's letter followed by the response to that comment.

General

1.

 We note a blog post on your website dated 9/2/2011 indicating that you would begin charter services to Havana, Cuba. An article published in April 2012 confirms that a charter operator uses your planes for flights servicing Cuba. Cuba is designated by the Department of State as a state

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sponsor of terrorism and is subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, whether through subsidiaries, affiliates or other direct or indirect arrangements. Your response should describe any services, products or technology you have provided to or received from Cuba, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the Cuban government or entities it controls.

Response:

In response to the Staff's comment, the Company notes the following:

As detailed herein, the Company, and its affiliates activities pertaining to Cuba are limited to the following:

•

 Currently, two U.S. charter operators charter Company aircraft for two round trip flights per-week (changing to three round-trips per week beginning in November and then four weekly round-trips starting in December) between the U.S. and Cuba carrying passengers authorized to travel by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). These charter companies are licensed by OFAC, and, as discussed below, the Company holds all required authorizations from OFAC, the U.S. Department of Commerce Bureau of Industry & Security (“BIS”), the U.S. Department of Transportation (“DOT”), and the Federal Aviation Administration (“FAA”).

•

 JetBlue makes payments to the Cuban Government for overflight of Cuba as authorized by OFAC regulations.

The Company does not operate any scheduled passenger or cargo flights to or from Cuba. JetBlue has no offices, facilities, equipment, ground services, sales agents, or employees in Cuba. Further, except with regard to overflight arrangements and the filing of certain required passenger and crew information in connection with the charter flights with Cuba discussed below, the Company has no agreements, commercial arrangements or other contacts with the Cuban government, or with entities controlled by that government, and neither provides to, nor receives from, Cuba any services, products or technology. The Company's contacts with Cuba are therefore limited, and its revenues from those contacts are de minimis.  It is the Company's policy to comply fully with U.S. economic sanctions laws.

Among our partners, only two fly to Cuba on regular scheduled flights:  LAN out of Lima, Peru (LIM to HAV) and Virgin Atlantic out of London, England (LGW to HAV).

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JetBlue does not codeshare with any of its partners into Cuba (and has not done so at any point in the past).  JetBlue customers do not accrue or redeem TrueBlue points for codeshare travel to or from Cuba.

Passenger Charter Operations Between the U.S. and  Cuba

For foreign policy reasons, U.S. law allows persons subject to the jurisdiction of the U.S. to engage in transactions relating to travel to Cuba (for example to visit family members in Cuba, or engage in journalistic activities).  See, e.g., 31 C.F.R. § 515.560.   Further,  OFAC will license U.S. companies to act as Carrier Service Providers (“CSPs”) to carry such authorized travelers and their baggage to Cuba on non-scheduled flights (e.g., charter flights) and to engage in transactions with Cuban entities.  31 C.F.R. § 515.572.

Currently, JetBlue serves as a “direct air carrier” for two OFAC-licensed CSPs.  All of the JetBlue flights are public charters arranged by the CSPs, as the charter operator.  JetBlue does not sell or market any of the seats on those flights, instead it merely provides the aircraft and crew (and is also responsible for aircraft maintenance and the applicable insurance for the flight operations) in exchange for a fixed fee per round-trip plus any fuel surcharges necessitated by increases in fuel prices over the base fuel cost in the contract.  Payments to JetBlue come from the CSP and must be made in accordance with the DOT regulations governing public charters.  The aircraft is scheduled to complete each round-trip on the same day, and no crewmembers or aircraft are scheduled to stay in Cuba overnight.  Flight and cabin crews remain on board the aircraft while it is on the ground in Cuba.  The maintenance technician who accompanies each flight may do a walkaround of the aircraft on the tarmac to make safety checks but does not enter the Cuban airport terminal.

In connection with these flights, the Company does not make any payments to Cuba or have any contracts with any Cuban entities.  Instead, the CSPs have the agreements with the entities in Cuba, pay all ground handling charges to any service providers in Cuba and arrange (and pay) for any landing permits at Cuban airports.  JetBlue transmits electronically to the Cuban authorities Advance Passenger Information System (APIS) information (names, dates of birth and passport information) for flight/cabin crews for all flights and the passenger APIS for southbound flights (although no payments are associated with these filings), pursuant to operational requirements generally applicable to most international flights.

U.S. Government Authorizations.

 JetBlue holds or is authorized to engage in the operations to Cuba under the following U.S. Government Authorizations:

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•

 U.S. Department of Transportation  (“DOT”).The Company is identified as the direct carrier on Public Charter Prospectus filed by the CSPs, as charter operators, and approved by the DOT.   The DOT publishes this information on a periodic basis, most recently on 17 September 2013.  See http://www.dot.gov/office-policy/aviation-policy/list-public-charters-2013.

•

 U.S. Treasury Office of Foreign Assets Controls (“OFAC”). The Company holds a safety and security license from OFAC that allows employees to engage in transactions related to travel to Cuba to coordinate safety, security and emergency response matters in connection with the flights as a direct carrier for OFAC authorized CSPs.  Starting in 2011, JetBlue employees have made several such trips to Cuba to meet with representatives of Havanatur (the ground handler and slot coordinator), IACC (the civil aviation authority) and ECASA (the airport operator) to conduct safety inspections of facilities/operations, understand regulatory compliance requirements in order to maintain high standards of safety and security, and to

prepare for potential emergency responses.  JetBlue employees have also met with the U.S. Interests Section in Havana.  Teams have visited airports (Havana, Cienfuegos and Santa Clara) to conduct safety and security inspections prior to commencement of flights and subsequent to startup to ensure ongoing compliance.  These employees include representatives from the Company's Airports, Corporate Security, Dispatch, Emergency Response, Flight Operations, Legal and Technical Operations (aircraft maintenance) Departments.

•

 US. Department of Commerce's Bureau of Industry and Security (“BIS”).   The Company holds a license which authorizes the Company to send certain aircraft parts temporarily to a JetBlue aircraft in Cuba that may require repairs, as well as for its employees to carry certain civil communication devices on safety and security travel to Cuba.   The Company files an annual report with BIS.  To date no parts have been sent to Cuba.  The actual flights to and from Cuba are authorized as temporary sojourns under 15 C.F.R. § 740.15.

•

 Federal Aviation Administration (“FAA”). The Company obtained required authorization from the FAA to fly to Cuba.  This was done through an approved amendment to the Company's Operations Specifications.

Scope of Company Operations to Cuba.

Currently, JetBlue has a contract with Xael Charters, an OFAC-licensed CSP, to serve as the direct air carrier for one weekly round-trip between Fort Lauderdale, Florida and Havana, Cuba (the flights operate on Mondays) and one weekly round-trip between Fort Lauderdale, Florida and Santa Clara, Cuba (the flights operate on Fridays).  The Havana flights for Xael began in March 2013 and the Santa Clara flights began in June

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2013.  JetBlue also has a contract with ABC Charters, another OFAC-licensed CSP, to serve as a direct air carrier on round-trip flights between Tampa, Florida and Havana, Cuba every Tuesday starting on November 5, 2013.  Recently, JetBlue amended its contract with ABC Charters to add a weekly round-trip on Wednesdays between Tampa, Florida and Santa Clara, Cuba, with these flights scheduled to commence on December 4, 2013.

From September 2011 through November 2012, JetBlue was the direct air carrier for Airline Brokers, an OFAC-licensed CSP, for round-trips between Fort Lauderdale and Havana.  During that period, at various times, operations fluctuated between one and two weekly Havana round-trips.  There was a six-month period during which JetBlue also operated round-trips between Fort Lauderdale, Florida and Cienfuegos, Cuba, also as the direct air carrier for Airline Brokers.  JetBlue continues to explore opportunities to serve as the direct air carrier for other OFAC-licensed CSPs for additional flights between the United States and Cuba (as well as potentially additional flights for Xael and ABC).

Overflight Payments to Cuba

In addition to the above charter flights, and consistent with the practice of most other U.S. air carriers, certain JetBlue flights regularly overfly Cuban airspace en route to other international destinations (such routings are much more direct, saving time and fuel, and certain service allowed by treaties would not be commercially feasible without routing aircraft over Cuba).  The Company must obtain permits and pay overflight fees in connection with these operations.  To date, JetBlue has used an OFAC-licensed third party to assist with these payments (the Company pays the third party, and the third party then makes the payment to the Cuban authorities under its own OFAC license).  These standard overflight fees are payable monthly and, for the period July 2012 through July 2013, averaged approximately $137,000 per month.  This amount has increased over the past

several years as JetBlue has expanded its scheduled international service to places such as the Cayman Islands, Colombia, Costa Rica and Jamaica.  In late August 2013, JetBlue began obtaining the overflight permits on its own by sending its flight schedule to IACC via electronic mail.  In October 2013, the Company plans to begin making the payments itself via the International Air Transport Association (IATA) clearinghouse and pursuant to the general license granted by 31 C.F.R. § 515.548 in December 2012.

2.

 Please discuss the materiality of any contacts with Cuba described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential

9.20.2013.5

    ***CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83***

impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba.

In response to the Staff's comment, JetBlue notes the following:

JetBlue's contacts with Cuba are limited. We do not believe such contacts pose a material investment risk to JetBlue's investors.  The Company has considered both quantitative and qualitative factors in reaching this conclusion.  Specifically, JetBlue's total consolidated revenues were approximately $2.6 billion in the first half of 2013, $5 billion in fiscal 2012, and $4.5 billion in fiscal 2011.  (JetBlue obtained its OFAC license and started the subject charter service in 2011, as more fully discussed above in response to question 1.)   JetBlue has no assets in or liabilities arising from Cuba.  The revenue received by JetBlue involving Cuba is de minimis, as shown in the chart below (and the operations to Cuba (two flight segments currently on two and in the future to be on four days per week) constitute a small fraction of JetBlue's over 700 daily flights). JetBlue believes such revenues would be viewed as immaterial by investors in light of JetBlue's total consolidated revenues.

Approximate consolidated revenues of JetBlue related to Cuba charter flights are set forth below.

2,011

 2,012

 2013

(through 6/30)

 (in thousands)

$[***]

 $[***]

 $[***]

To the knowledge of JetBlue's chief financial officer, general counsel, corporate secretary, and director of investor relations, JetBlue has not received any material comments or questions from investors or securities analysts regarding its contacts with Cuba.  The Company respectfully submits that having charter operations to and from and overflights over Cuba is not uncommon among its industry peers.  In addition, the Company believes that its operations are in accordance with all applicable governmental authorizations and permits.  Based on the above, the Company has no reason to conclude

9.20.2013.6

    ***CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83***

that its existing stockholders or potential new investors, taken as a whole, consider its involvement with Cuba as a factor that negatively affects its reputation or share value.  Further, JetBlue does not believe its contacts with Cuba will cause it to be a target of groups with disinvestment or similar initiatives. As a result, the Company believes its limited contacts with Cuba do not constitute a factor that a reasonable investor would deem i

September 10 , 2013

Via E -mail
David Barger
President and Chief Executive Officer
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

 Re: JetBlue Airways Corporation
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 21, 2013
  File No. 0 -49728

Dear Mr. Barger:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we m ay
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note a blog post on your website dated 9/2/2011 indicating that you would begi n
charter services to Havana, Cuba.  An article published in April 2012 confirms that a
charter operator uses your planes for flights servicing Cuba.  Cuba is designated by the
Department of State as a state sponsor of terrorism and is subject to U.S. ec onomic
sanctions and export controls.  Please describe to us the nature and extent of your past,
current, and anticipated contacts with Cuba, whether through subsidiaries, affiliates or
other direct or indirect arrangements.  Your response should describe any services,
products or technology you have provided to or received from Cuba, directly or
indirectly, and any agreements, commercial arrangements, or other contacts you have had
with the Cuban government  or entities it controls.

David Barger
JetBlue Airways Corporation
September 10, 2013
Page 2

 2. Please discuss the mat eriality of any contacts with Cuba described in response to the
foregoing comment, and whether those contacts constitute a material investment risk for
your security holders.  You should address materiality in quantitative terms, including the
approximate dollar amounts of any associated revenues, assets, and liabilities for the last
three fiscal years and the subsequent interim period.  Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.  Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives re garding investment in companies that do business with U.S. -designated state
sponsors of terrorism.  Your materiality analysis should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operat ions associated with Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rul es require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

David Barger
JetBlue Airways Corporation
September 10, 2013
Page 3

 Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876  or me at (202) 551 -3470
if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

 Donald Daniels
 Chief Financial Officer

 James Hnat
 General Counsel

March 28, 2013

Via E -mail
Mark D. Powers
Chief Financial Officer
Jetblue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: Jetblue Airways Corporation
 Form 10-K for the year ended December 31, 201 2
Filed February 21, 2013
File No. 000-49728

Dear Mr. Powers :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

		Comment Letter Response File No.000-49728

March 26, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

Attn:    Ms. Linda Cvrkel

Branch Chief

Re:    JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation (the Company) set forth below are the responses to the comments of the Staff (the Staff) of the Division of Corporation Finance of the Securities and Exchange Commission regarding the above referenced filing set forth in the Staff’s letter to Mr. Mark Powers of the Company dated March 12, 2013.

For your convenience, we have repeated each of the comments set forth in the Staff’s letter followed by the response to that comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 29

Liquidity and Capital Resources, page 39

1.

 Please revise your liquidity section, including your analysis of cash flows from operating, investing, and financing activities, to cover the three-year period presented in your financial statements. In this regard, we note that a year to year comparison has been provided for operating cash flows from 2010 to 2011 and from 2011 to 2012; however, your M&DA discussion of liquidity only includes a discussion of cash flows from investing and financing activities for 2012 and 2011. Please confirm that you will revise your liquidity discussion to cover the three year period presented in your financial statements. Refer to Instruction 1 to Item 303(A) of Regulation S-K.

Response:  In future filings we will ensure that the historical discussions of liquidity cover the related three year period presented in the accompanying financial statements in accordance with Instruction 1 to Item 303(a) of Regulation S-K.

Reconciliation of Return on Invested Capital (non-GAAP), page 40

2.

 We note the calculation of capitalized aircraft rent in footnote (a) on page 40. Please tell us and further explain in MD&A the nature of this calculation. As part of your response and your revised

disclosure please explain how the multiple of 7 times aircraft rent was determined and explain why you believe this measure is meaningful. We may have further comment upon receipt of your response.

Response:  In calculating the Invested Capital component of ROIC, we adjust for our operating leases by using a multiple of aircraft rent expense.  Making adjustments for obligations associated with operating leases, which are not reflected in GAAP balance sheets, is a common practice throughout the investing community as a means of comparing companies with different financing structures.  The multiple of 7 times aircraft rent was used as it is a standard multiple which is routinely used by other airlines (as evidenced in public filings or press releases) and by equity analysts within the airline sector.  To the extent that we report on ROIC in future filings, we will revise our non-GAAP disclosure to be more descriptive about how the lease adjustment and inputs thereto are determined.  Below is an example of the form that the revised disclosure would take:

In determining the Invested Capital component of ROIC, we include a non-GAAP adjustment for aircraft operating leases, as operating lease obligations are not reflected on our balance sheets, but do represent a significant financing obligation.  In making the adjustment, we used a multiple of 7 times our aircraft rent as this is the multiple which is routinely used within the airline community to represent the financing component of aircraft operating lease obligations.

3.

 We note the disclosure in Note 8 indicating that you had equipment installed for other airlines on your balance sheet at December 31, 2012 and 2011 totaling $109 million and $111 million, respectively. Please tell us, and revise to disclose, the nature and terms of LiveTV’s sales of hardware and services such that equipment installed on other company’s airplanes continues to be reflected on your balance sheet. Your response and revised disclosure should clearly explain how LiveTV recognizes revenue under these arrangements or accounts for operating leases of equipment, as applicable.

Response:  Our wholly owned subsidiary, LiveTV, provides inflight entertainment solutions for various airline customers.  These solutions include equipment and related installation as well as the long term servicing of the equipment they install.  LiveTV does not sell either element independently and is the exclusive provider of each element for each of its customers.  These arrangements are multiple element arrangements that include a lease.  In considering the lease criteria, we determined that the arrangements did not meet the additional lessor criteria in ASC 840-10-25-42(b) due to the long term nature of the agreements, which extended through 2021 as of December 31, 2012.  This determination was made as a result of important uncertainties surrounding the total costs to provide ongoing equipment maintenance and upkeep throughout the contractual term. Therefore, the equipment is subject to an operating lease with revenue recognized on a straight line basis over the contractual term.

The accounting policy applicable to LiveTV’s third party revenue arrangements is described in Note 1 on page 55 of JetBlue’s 2012 Form 10-K, under the caption LiveTV Revenues and Expenses.  This disclosure focused on the multiple revenue elements inherent in LiveTV’s arrangements, but did not discuss our accounting for the equipment sales as operating leases.  We will revise this accounting

policy disclosure in future filings in the form shown below to more accurately describe the nature and terms of LiveTV’s commercial agreements:

LiveTV Commercial Agreements:    LiveTV provides inflight entertainment solutions for various commercial airlines.  These solutions include equipment and related installation as well as agreements for ongoing service and support, which extended through 2021 as of December 31, 2012.  We account for the equipment agreements as operating leases, with related revenue recognized ratably over the term of the related customer agreement.  This determination is principally as a result of the long term nature of these agreements and the resulting uncertainties surrounding the total costs to provide ongoing equipment maintenance and upkeep throughout the contractual term.  We account for payments for ongoing service and support ratably over the term of the related customer contract.

4.

 We note the disclosure in the last paragraph on page 67 which indicates that in connection with the termination of a contract with one its airline customers, the customer paid the company $16 million during 2011 which was included in other accrued liabilities at December 31, 2011. We also note that upon fulfilling the obligation to deactivate service of the customers’ aircraft, the company recognized a gain of $8 million in other operating expenses during the first quarter of 2012. Please tell us and explain in the notes to your financial statements how you calculated or determined the $8 million gain recognized in connection with the termination of this customer contract.

Response: In late December 2011, one of LiveTV’s customers terminated its contract with LiveTV.  In connection with the termination, the customer paid LiveTV approximately $16 million, in accordance with the termination provisions of the agreement between LiveTV and the customer.  The provisions of the termination required that the LiveTV system be deactivated on all of the customer’s aircraft, an activity which both commenced and concluded within the first calendar quarter of 2012.  The $8 million in gain recorded was the difference between the $16 million in termination proceeds received and the total net assets on our books associated with this customer (pursuant to the Company’s accounting policy described in Note 1).

******

In connection with responding to the Staff’s comments, the Company is aware of and acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We would be pleased to receive any responses and are prepared to make every effort to respond in a timely manner to the Staff’s comments.   If the Staff wishes to discuss the responses provided, please do not hesitate to contact Don Daniels at (718) 709-3104.

Sincerely,

/s/ Donald Daniels

Vice President, Controller and

Chief Accounting Officer

(Principal Accounting Officer)

cc: Heather Clark

Mark Powers

Jim Hnat

March 12, 2013

Via E -mail
Mark D. Powers
Chief Financial Officer
Jetblue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: Jetblue Airways Corporation
 Form 10-K for the year ended December 31, 201 2
Filed February 21, 2013
File No. 000-49728

Dear Mr. Powers :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing any requested information.   If you do not believe
our comments apply to your facts an d circumstances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Resul ts of Operations, page
29

Liquidity and Capital Resources, page 39

1. Please revise your liquidity section, including your analysis of cash flows from operating,
investing,  and financing activities, to cover the three -year period presented in your
financial  statements.  In this regard, we note that a year to year comparison has been
provided for operating cash flows from 2010 to 2011 and from 2011 to 2012; however,
your M&DA discussion of liquidity only includes a discussion of cash flows from
investing and financing activities for 2012 and 2011.  Please confirm that you will revise

Mark D. Powers
Jetblue Airways Corporation
March 1 2, 2013
Page 2

 your liquidity discussion to cover the three year period presented in your financial
statements.  Refer to Instruction 1 to Item 303(A) of Regulation S -K.

Reconciliation of Return on Invested Capital (non -GAAP), page 40

2. We note the calculation of capitalized aircraft rent in footnote (a) on page 40.  Please tell
us and further explain in MD&A the nature of this calculation .  As part of your response
and your revised disclosu re please explain how the multiple of 7 times aircraft rent was
determined and explain why you believe this measure is meaningful.  We may have
further comment upon receipt of your response.

Financial Statements, page 47

Notes to Consolidated Financial S tatements, page 53

Note 8 – LiveTV, page 67

3. We note the disclosure in Note 8 indicating that you had equipment installed for other
airlines on your balance sheet at December 31, 2012 and 2011 totaling $109 million and
$111 million, respectively.  Please tell us, and revise to disclose, the nature an d terms of
LiveTV’s sales of hardware and services such that equipment installed on other
company’s airplanes continues to be reflected on your balance sheet.  Your response and
revised disclosure should clearly explain how LiveTV recognizes revenue under these
arrangements or accounts for operating leases of equipment, as applicable.

4. We note the disclosure in the last paragraph on page 67 which indicates that in
connection with the termination of a contract with one its airline customers, the customer
paid the company $16 million during 2011 which was included in other accrued liabilities
at December 31, 2011.  We also note that upon fulfilling the obligation to deactivate
service of the customers’ aircraft, the company recognized a gain of $8 million in  other
operating expenses during the first quarter of 2012.  Please tell us and explain in the notes
to your financial statements how you calculated or determined the $8 million gain
recognized in connection with the termination of this customer contract.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the com pany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mark D. Powers
Jetblue Airways Corporation
March 1 2, 2013
Page 3

  In responding to our comments, please provide  a written statement from th e company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with resp ect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624  if you have q uestions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

June 12, 2012
 Via E-mail

Mark D. Powers Chief Financial Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, NY  11375
Re: JetBlue Airways Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012 File No. 000-49728

Dear Mr. Powers:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in response to our co mments does not foreclos e the Commission from
taking any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Susan Block

Susan Block Attorney-Advisor

CORRESP
1
filename1.htm

		Comment response

June 11, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

Attention:

 Donald E. Field

Susan Block

Re:

 JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 28, 2012

File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation, or JetBlue, set forth below is our response to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission, the Staff, regarding the above referenced filing set forth in the Staff's letter dated June 1, 2012. For your convenience, we have repeated each of the comments set forth in the Staff's letter followed by our responses to that comment.

Form 10-K for the Fiscal Year Ended December 31, 2011

Signatures, page 91

1.

 Please confirm that in future filings you will revise the second half of your signature page to include the signature of your controller or principal accounting officer. Refer to Form 10-K, General Instructions D.(2). In this regard, we note that Donald Daniels, your controller and principal accounting officer, signed the first half of your signature page on behalf of the registrant but did not sign the second half of your signature page in his individual capacity.

Response: We confirm that, in future filings, we will revise the second half of our signature page to include the signature of our controller or principal accounting officer.

We appreciate the Staff's comments. If any of our responses require further explanation, please do not hesitate to contact me at (718) 709-3104.

Sincerely,

/s/ Donald Daniels     

Vice President, Controller and

Chief Accounting Officer

(principal accounting officer)

June 1, 2012
 Via E-mail

Mark D. Powers Chief Financial Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, NY  11375
Re: JetBlue Airways Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012 File No. 000-49728

Dear Mr. Powers:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2011

 Signatures, page 91

1. Please confirm that in future filings you will re vise the second half of your signature page
to include the signature of your controller or principal accounting officer.  Refer to Form
10-K, General Instructions D.(2).  In this  regard, we note that Donald Daniels, your
controller and principal accounting officer, sign ed the first half of your signature page on
behalf of the registrant but did not sign the second half of your signature page in his
individual capacity.

Mark D. Powers JetBlue Airways Corporation June 1, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Donald E. Field at (202) 551-3680 or me at (202) 551-3210 with any
questions.
Sincerely,
   /s/ Susan Block
Susan Block
Attorney-Advisor

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         April 27, 2011

Via U .S. Mail
Mr. Donald Daniels , Controller
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: JetBlue Airways Corporation
 Form 10- K for the year ended December 31, 2010
Filed  February 25, 2011
 File No.  000-49728

Dear  Mr. Daniels :

We have completed our review of your Form 10- K and related filings and do not, at this time,
have any further comments.

Sincerely,

  Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

corresp

April 15, 2011

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

    Attention:

    Ms. Linda Cvrkel

Branch Chief

    Re:

    JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 000-49728

Ladies and Gentlemen:

     On behalf of JetBlue Airways Corporation, or JetBlue, set forth below are our responses to the
comments of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, the Staff, regarding the above referenced filing set forth in the Staff’s letter dated
April 4, 2011. For your convenience, we have repeated each of the comments set forth in the Staff’s
letter followed by our responses to that comment.

Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 25, 2011

Financial Statements, page 44

Notes to Consolidated Financial Statements, page 49

Note 1 – Summary of Significant Accounting Policies, page 49

Passenger Revenues, page 51

    1.

    We note from page 7 that the company sells vacation packages through JetBlue Getaways, a
vacation website involving air travel, hotels, car rentals and attractions. To the extent
material, please tell us, and revise future filings to disclose your revenue recognition
policies with respect to these arrangements.

Response: Similar to many other airlines, we sell vacation packages which typically include hotel,
car rental and other services in addition to airfare. The airfare component of the vacation
package is recorded as Passenger Revenue in accordance with our revenue recognition policy
described in Note 1. The non-airfare related revenues are recorded in Other Revenue when the
underlying services are provided. Total JetBlue Getaways revenues represent less than 1% of all
revenues and the individual airfare and non-airfare portions represent less than 1% of Passenger
Revenue and Other Revenue, respectively. We believe this activity is immaterial to our financial
results and have therefore not separately disclosed our revenue recognition policies related to the
JetBlue Getaways program. Should this activity become a material part of our operations, we will
include additional disclosure related to the revenue recognition policies in our consolidated
financial statements.

Investment Securities, page 49

    2.

    We note from the disclosure included in Note 1 that the company’s available-for-sale and held
to maturity investment securities have increased since the prior year. In light of the
increasing materiality of such investments, please revise the notes to the company’s financial
statements in future filings to include all of the disclosures required by ASC 320-10-50 with
respect to the company’s available-for-sale and held for investment securities.

Response: As noted, our portfolio of investment securities increased considerably in 2010 as
compared to 2009. We believe the disclosure requirements of ASC 320-10-50 have been satisfied in
our consolidated financial statements, specifically in Notes 1, 14 and 15 as well as in the
consolidated statements of cash flows. Excluding our auction rate securities, which were
transferred from the available-for-sale category to the trading category at the end of 2008 and for
which we have extensive disclosure included in Note 14, our realized and unrealized gains and
losses for all investment securities as of any date or for any period presented in our consolidated
financial statements were never greater than $1 million, which we believe to be immaterial. As a
result, many of

the disclosure requirements of ASC 320-10-50 that pertain to realized and
unrealized gains and losses as well as differences between cost basis and fair value have been
omitted on the basis of materiality. We expect investment securities will continue to represent a
significant percentage of our total assets and we will include the disclosures required by ASC
320-10-50, to the extent material, in future filings.

     JetBlue acknowledges that:

    §

    JetBlue is responsible for the adequacy and accuracy of the disclosure in its filing
with the Securities and Exchange Commission (the “Commission”);

    §

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    §

    JetBlue may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s comments. If any of our responses require further explanation, please do
not hesitate to contact me at (203) 656-7635.

    Sincerely,

    /s/ DONALD DANIELS

    Vice President, Controller and

    Chief Accounting Officer

(principal accounting officer)

Cc: Ms. Heather Clark, Division of Corporation Finance

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         April 4, 2011

Via U .S. Mail
Mr. Donald Daniels , Controller
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: JetBlue Airways Corporation
 Form 10- K for the year ended December 31, 2010
Filed  February 25, 2011
 File No.  000-49728

Dear  Mr. Daniels :

We have reviewed your filings and have the following comments.  Unless otherwise indicated,
we think you should revise your document in future filings in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the en d of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corresp” with a copy to the staff .  Please respond
within ten (10) business days.

Mr. D onald Daniels, Controller
JetBlue Airways Corporation
April 4, 2011
Page 2

  Annual Report on Form 10- K for the year ended December 31, 2010
Financial Statements, page 44
Notes to  Consolidated Financial Statements, page 49
Note 1 – Summary of Significant Accounting Policies, page 49
 Passenger Revenues, page 51
1. We note from page 7 that the company sells vacation packages  through JetBlue
Gateways, a vacation website involving air tr avel, hotels, car rentals and attractions.  To
the extent material, please tell us, and revise future filings to disclose  your revenue
recognition policies with respect to these arrangements.

 Investment Securities, page 49
2. We note from the disclosure included in Note 1 that the c ompany’s available for sale and
held to maturity investment securities have increased since the prior year. In light of the
increasing materiality of such investments, please revise the notes to the c ompany’s
financial statements in future filings to include all of the disclosures required by ASC 320-10-50 with respect to the c ompany’s available for sale and held for investment
securities.
   We urge all persons who are respons ible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed inves tment decision.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that:
  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose  the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. D onald Daniels, Controller
JetBlue Airways Corporation
April 4, 2011
Page 3

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Heather Clark at 2 02-551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3561
         January 31, 2011
  Mr. Donald Daniels, Controller
JetBlue Airways Corp.
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: JetBlue Airways Corp.
 Item 4.02 Form 8- K
Filed January 18, 2011
 File No.  000 -49728

Dear Mr. Daniels :

We have completed our review of  your Item 4.02 8-K and related filings and do not, at
this time, have any further comments.

       Sincerely,
          Heather C lark
       Staff Accountant

CORRESP
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January 28, 2011

VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street N.E., Stop 3561

    Washington, D.C. 20549

    Attention:

    Ms. Heather Clark

    Staff Accountant

    Re:

    JetBlue Airways Corporation

    Item 4.02 Form 8-K filed January 18, 2011

    File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation, or JetBlue, set forth below is our response to the
comment of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, or the Staff, regarding the above referenced filing set forth in the Staff’s letter
dated January 19, 2011. For your convenience, we have repeated the comment set forth in the Staff’s
letter in italics, followed by our response to that comment.

Comment:

    1.

    When you amend your periodic reports to file your restated financial
statements, describe the effect of the restatement on the officers’ conclusions
regarding the effectiveness of the company’s disclosure controls and procedures. See
Item 307 of Regulation S-K. If the officers conclude that the disclosure controls and
procedures were effective, despite the restatement, describe the basis for the
officers’ conclusions.

Response:

We have
prepared the following disclosure for our amended periodic reports, which we intend to file the week of January 31, 2011:

Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2009

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act) that are designed to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported as, and within the time periods, specified in the SEC’s rules and forms and that such
information required to be disclosed by us in reports that we file or submit 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, as appropriate, 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 December 31, 2009. Based on
that evaluation and as described below under “Management’s Report on Internal Control Over
Financial Reporting,” we have identified a material weakness in our internal control over financial
reporting (as

1

defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Solely as a result of this material weakness, our management,
including our CEO and CFO, concluded that our disclosure controls and procedures were not effective
as of December 31, 2009.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, with the
participation of our CEO and CFO, conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2009, based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation, our management concluded that, due to the material weakness
described below, our internal control over financial reporting was not effective as of December 31,
2009.

A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the
company’s annual or interim financial statements would not be prevented or detected on a timely
basis.

The specific material weakness identified by our management was that we did not maintain effective
controls to timely monitor and account for expired points and awards in our previous customer
loyalty program, TrueBlue. As a result of this deficiency, our management determined that our
previously issued consolidated financial statements should be restated to properly reflect the
non-cash revenue for expired customer loyalty points and awards in the periods in which the
expirations occurred.

Ernst & Young LLP, the independent registered public accounting firm that audited our Consolidated
Financial Statements included in this Annual Report on Form 10-K, audited the effectiveness of our
internal control over financial reporting as of December 31, 2009. Ernst & Young LLP has issued
their report which is included elsewhere herein.

Remediation of Material Weakness in Internal Control over Financing Reporting

During the fourth quarter of 2009, we migrated to a new customer loyalty management system and
began winding down our previous customer loyalty program. In connection with the winding down of
the non-cash liability for expiring customer loyalty points and awards, we discovered and corrected
the error and recorded the appropriate adjustments in the proper periods. As a result of the
implementation of the new customer loyalty program, we significantly strengthened our internal
controls over our customer loyalty program by leveraging the enhanced automated controls of the new
system and by improving our reconciliation and review procedures.

Changes in Internal Control over Financial Reporting

Other than as expressly noted above in this Item 9A , 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 December 31, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2010

Item 4. Controls and Procedures.

Restatement of Previously Issued Financial Statements

2

In January 2011, in connection with our closing of the financial statements for the fourth quarter
of 2010, management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or
CFO, identified a control deficiency related to the timely monitoring and accounting of expired
points and awards under our former customer loyalty program, TrueBlue, that constituted a material
weakness in our internal control over financial reporting (as defined under Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). As a result
of the misstatement caused by this control deficiency, our management determined that our
previously issued financial statements contained in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009, and Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2010 should no longer be relied upon due to a $11 million non-cash
error in the accounting for expired TrueBlue points and awards and those financial statements
should be restated to properly reflect the non-cash revenue for expired customer loyalty points and
awards in the periods in which the expirations occurred.

Evaluation of Disclosure Controls and Procedures

At the time our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 was filed
on May 3, 2010, our CEO and CFO concluded that our disclosure controls and procedures were
effective as of March 31, 2010.

Subsequent to that evaluation, our management, including our CEO and CFO, have re-evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined
under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period
covered by this report. Based on that re-evaluation and as described above under “Restatement of
Previously Issued Financial Statements,” we have identified a material weakness in our internal
control over financial reporting (as defined under Exchange Act Rules 13a-15(f) and 15d-15(f)).
Solely as a result of this material weakness, our management, including our CEO and CFO, concluded
that our disclosure controls and procedures were not effective as of March 31, 2010.

Changes in Internal Control Over Financial Reporting

During the first quarter of 2010, we implemented a new integrated customer service system, which
includes a reservations system, revenue management system, revenue accounting system, and customer
loyalty management system. Transitioning to this new platform offers many benefits which we believe
will position us well for our long term growth through improved functionality to numerous business
processes. In connection with this implementation, we have updated our internal control over
financial reporting, as necessary, to accommodate modifications to our business processes and to
leverage enhanced automated controls provided by the new system. Other than the new customer
service system implementation and the material weakness noted above, there were no changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
identified in connection with the evaluation of our controls performed during the fiscal quarter
ended March 31, 2010, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

Remediation of Material Weakness in Internal Control over Financing Reporting

During the fourth quarter of 2009, we migrated to a new customer loyalty management system and
began winding down our previous customer loyalty program. In connection with the winding down of
the non-cash liability for expiring customer loyalty points and awards at the end of 2010, we
discovered and corrected the error and recorded the appropriate adjustments in the proper periods.
In 2010, we significantly strengthened our internal controls over our customer loyalty program by
implementing and leveraging the enhanced automated controls of the new customer loyalty system and
by improving our reconciliation and review procedures.

3

Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2010

Item 4. Controls and Procedures.

Restatement of Previously Issued Financial Statements

In January 2011, in connection with our closing of the financial statements for the fourth quarter
of 2010, management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or
CFO, identified a control deficiency related to the timely monitoring and accounting of expired
points and awards under our former customer loyalty program, TrueBlue, that constituted a material
weakness in our internal control over financial reporting (as defined under Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). As a result
of the misstatement caused by this control deficiency, our management determined that our
previously issued financial statements contained in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009, and Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2010 should no longer be relied upon due to a $11 million non-cash
error in the accounting for expired TrueBlue points and awards and those financial statements
should be restated to properly reflect the non-cash revenue for expired customer loyalty points and
awards in the periods in which the expirations occurred.

Evaluation of Disclosure Controls and Procedures

At the time our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010 was filed
on July 27, 2010, our CEO and CFO concluded that our disclosure controls and procedures were
effective as of June 30, 2010.

Subsequent to that evaluation, our management, including our CEO and CFO, have re-evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined
under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period
covered by this report. Based on that re-evaluation and as described above under “Restatement of
Previously Issued Financial Statements,” we have identified a material weakness in our internal
control over financial reporting (as defined under Exchange Act Rules 13a-15(f) and 15d-15(f)).
Solely as a result of this material weakness, our management, including our CEO and CFO, concluded
that our disclosure controls and procedures were not effective as of June 30, 2010.

Remediation of Material Weakness in Internal Control over Financing Reporting

During the fourth quarter of 2009, we migrated to a new customer loyalty management system and
began winding down our previous customer loyalty program. In connection with the winding down of
the non-cash liability for expiring customer loyalty points and awards at the end of 2010, we
discovered and corrected the error and recorded the appropriate adjustments in the proper periods.
In 2010, we significantly strengthened our internal controls over our customer loyalty program by
implementing and leveraging the enhanced automated controls of the new customer loyalty system and
by improving our reconciliation and review procedures.

Changes in Internal Control Over Financial Reporting

Other than the remediation of material weakness noted above, there were no changes in the Company’s
internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
identified in connection with the evaluation of our controls performed during the fiscal quarter
ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.

4

Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2010

Item 4. Controls and Procedures.

Restatement of Previously Issued Financial Statements

In January 2011, in connection with our closing of the financial statements for the fourth quarter
of 2010, management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or
CFO, identified a control deficiency related to the timely monitoring and accounting of expired
points and awards under our former customer loyalty program, TrueBlue, that constituted a material
weakness in our internal control over financial reporting (as defined under Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). As a result
of the misstatement caused by this control deficiency, our management determined that our
previously issued financial statements contained in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009, and Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2010 should no longer be relied upon due to a $11 million non-cash
error in the accounting for expired TrueBlue points and awards and those financial statements
should be restated to properly reflect the non-cash revenue for expired customer loyalty points and
awards in the periods in which the expirations occurred.

Evaluation of Disclosure Controls and Procedures

At the time our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010 was
filed on October 26, 2010, our CEO and CFO concluded that our disclosure controls and procedures
were effective as of September 30, 2010.

Subsequent to that evaluation, our management, including our CEO and CFO, have re-evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined
under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period
covered by this report. Based on th

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3561
         January 19, 2011
  Mr. Donald Daniels, Controller
JetBlue Airways Corp.
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: JetBlue Airways Corp.
 Item 4.02 Form 8- K
Filed January 18, 2011
 File No.  000 -49728

Dear Mr. Daniels :

We have reviewed your filing  and have the following comment .  Where indicated, we
think you should revise your document in response to thi s comment .  If you disagree, we
will consider your explanation as to why our comment  is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.  In our comment, we
may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in the se respects.  We
welcome any questions  you may have about our comment  or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.   As appropriate, please respond to thi s comment within five business days.
Please note
that if you require longer than five business days to respond, you should contact the staff
immediately to request additional time.

Mr. Donald Daniels , Controller
JetBlue Airways Corp.
January 19, 2011
Page 2

1.  When you amend your periodic reports to file your restated financial statements,
describe the effect of the restatement on the officers' conclusions regarding the
effectiveness of the company’s disclosure controls and procedures.  See Item 307 of Regulation S -K.  If the officers  conclude that the disclosure controls and procedure s
were effective, despite the restatement, describe the basis for the officers ’ conclusions
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information requir ed under the
Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
  the company is responsible for the adequacy and a ccuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense i n any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
 If you have any questions, please call me at (202) 551- 3624.
        Sincerely,
          Heather Clark
       Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

December 1 , 2010
 By U.S. Mail and Facsimile to: (718) 709- 3639
 Edward Barnes
Executive Vice President and Chief Financial Officer
JetBlue Airways Corporation 118-29 Queens Boulevard
Forest Hills, New York 11375
Re: JetBlue Airways Corporation
 Form 10- K for the Fiscal Year Ended December 31, 2009
Filed February 5, 2010
File No. 000 -49728

Dear Mr . Barnes :
 We have completed our review of your filings and do not have any further comments at
this time.

Sincerely,

Max Webb
Assistant Director

CORRESP
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October 14, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Amanda Ravitz, Legal Branch Chief

    Re:

    JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 5, 2010

File No. 000-49728

Ladies and Gentlemen:

     On behalf of JetBlue Airways Corporation (“JetBlue”) set forth below are our responses to the
comments of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”), regarding the above referenced filing which are set forth in the Staff’s
letter dated September 17, 2010. For your convenience, we have repeated the comments set forth in
the Staff’s letter in italics followed by our responses to those comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Certain Relationships and Related Transactions, and Director Independence, page 81

Related Party Transaction Policy, page 14 of Definitive Proxy Statement on Schedule 14A

Refer to your prior year related party transaction disclosure. Please tell us why you have
not included any disclosure related to the Real Salt Lake agreement, your agreement with
Lufthansa Consulting or your commercial agreement with Deutsche Lufthansa AG. Please also
confirm that you will revise your future filings to disclose the basis on which Deutsche
Lufthansa AG is a related person as required by Item 404(a)(1) of Regulation S-K.

Response:

1. Real Salt Lake Agreement

We disclosed in our 2009 proxy statement that David Checketts, a member of our Board of
Directors, is the Chairman of SCP Worldwide, LLC (“SCP”), an investment firm that focuses on
sports, media and entertainment assets, including exclusive ownership of Real Salt Lake, a
Major League Soccer team playing in Salt Lake City, Utah (the “Team”) at Rio Tinto Stadium. We
also disclosed that in March 2009, we entered into a three year agreement to become the
exclusive and official airline of the Team and Rio Tinto Stadium (the “Real Salt Lake
Agreement”). Finally, we further disclosed that pursuant to the Real Salt Lake Agreement, we
would make payments of at least $375,000 during the three year term of the agreement in
addition to other ancillary compensation, including, but not limited to travel certificates in
exchange for customary sponsorship rights.

We did not make any further disclosure in our 2010 proxy statement because we concluded that
Mr. Checketts did not have a material interest in the 2009 transactions under the Real Salt
Lake Agreement.

Additional information regarding the 2009 transactions is as follows. “CONFIDENTIAL TREATMENT
REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83.”

SCP is a privately owned company for which no financial information is publicly available. Its
website (www.scpworldwide.net), however, states that it owns the National Hockey League’s St.
Louis Blues, Scottrade Center, the Peabody Opera House in St. Louis, the Blues’ AHL affiliate
Peoria Rivermen, the Team, the Rio Tinto Stadium and ESPN700 Sports Radio in Salt Lake City.
The website also states that SCP holds a

Confidential
Treatment of Limited Portions

of the Response Letter Requested by

JetBlue Airways Corporation Pursuant to Rule 83

significant interest in Running Subway, a New York-based live entertainment company,
Tupelo-Honey Productions, a production company, Mangia (www.mangia.net), an emerging sports new
media company, and the fantasy sports website: www.rotohog.com.

In 2009, we paid or incurred the following amounts under the Real Salt Lake Agreement.
“CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83.”

“CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83.”

2. Lufthansa Consulting Agreement

As disclosed in our 2009 proxy statement, we entered into a consulting agreement in July 2008
with Lufthansa Consulting GMBH (“Lufthansa Consulting”), an indirect majority-owned subsidiary
of Deutsche Lufthansa AG (“Lufthansa”), whereby Lufthansa Consulting agreed to provide advice
and services relating to our cargo business. No further agreement was entered into in 2009. We
entered into a new consulting agreement with Lufthansa Consulting in May 2010, after the filing
of our 2010 proxy statement. In 2009, the aggregate amount payable to Lufthansa Consulting was
approximately $285,000.

We respectfully submit that neither we nor Lufthansa has a material interest in the related
transactions in view of their relative de minimis value to each company and that therefore no
further disclosure in our 2010 proxy statement was required. In particular, according to its
2009 annual report, Lufthansa’s total revenue in 2009 was approximately €22,283,000,000
(equivalent to $31,935,995,600 based on the dollar value of the euro as of December 31, 2009).
JetBlue’s total operating revenue in 2009 was approximately $3,286,000,000. The amount paid,
therefore, was less than 0.001% of Lufthansa’s total revenue in 2009 and less than 0.009% of
JetBlue’s operating revenue in 2009. We also believe that the foregoing information would not
be material to investors.

3. Commercial Agreement with Deutsche Lufthansa AG

“CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83.”
Additional background information regarding the commercial agreement is set forth below.

We entered into the commercial agreement in September 2009. Therefore, the amounts payable
under the agreement that were potentially required to be disclosed in the 2010 proxy statement
are limited to amounts payable in the last four months of 2009.

The commercial agreement provides for code-sharing by which JetBlue flights are marketed as
Lufthansa flights; the agreement does contemplate JetBlue coding Lufthansa flights as JetBlue
flights. Generally, under the agreement Lufthansa pays JetBlue for the JetBlue flights that are
flown by Lufthansa customers and not vice versa.

“CONFIDENTIAL TREATMENT REQUESTED BY JETBLUE AIRWAYS CORPORATION PURSUANT TO RULE 83.”

4. Deutsche Lufthansa AG as a Related Person

In our 2009 proxy statement, we disclosed under the heading “Security Ownership of Certain
Beneficial Owners and Management” that Lufthansa was a beneficial owner of 15.61% of our common
stock (Page 4). We also stated under the heading “Transactions with Related Persons” that a
“Related Person” is any person who is a “...greater than 5 percent beneficial owner of
[JetBlue’s] common stock...” and that Lufthansa was “a beneficial owner of greater than 5% of
[JetBlue’s] common stock” (Page 39). We confirm that in our future filings, so long as
Lufthansa is a greater than 5% beneficial owner of our common stock, we will continue to
disclose that it is deemed a related person.

     JetBlue acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in the filing, that Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing; and
that JetBlue may not assert Staff comments as a defense in

Confidential
Treatment of Limited Portions

of the Response Letter Requested by

JetBlue Airways Corporation Pursuant to Rule 83

any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

     We appreciate the Staff’s comments. If any of our responses require further explanation,
please do not hesitate to contact me at (718) 709-2239, or by mail at JetBlue Airways
Corporation, 118-29 Queens Boulevard, Forest Hills, New York 11375.

    Sincerely,

    /s/ Brandon Nelson

    Vice President, Associate General Counsel

cc: Mr.  Justin Dobbie, Division of Corporation Finance

Confidential
Treatment of Limited Portions

of the Response Letter Requested by

JetBlue Airways Corporation Pursuant to Rule 83

CORRESP
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October 1, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Washington D.C. 20549

    Re:

    JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 5, 2010

File No. 000-49728

Dear Ms. Ravitz:

     This letter confirms that we are in receipt of your letter dated September 17, 2010. Pursuant
to our conversations with Mr. Dobbie, we will file a written response to your letter on or before
October 15, 2010. Thank you.

Very truly yours,

/s/ Eileen McCarthy

Eileen McCarthy

Director Corporate Counsel

JetBlue Airways Corporation

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

       DIVISION OF
CORPORATION FINANCE

September 17, 2010
By U.S. Mail and Facsimile to: (718) 709-3639

Edward Barnes Executive Vice President and Chief Financial Officer   JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375
Re: JetBlue Airways Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 5, 2010 File No. 000-49728

Dear Mr. Barnes:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2009

Certain Relationships and Related Transact ions, and Director I ndependence, page 81

Related Party Transaction Policy, page 14 of Definitive Proxy Statement on Schedule
14A

1. Refer to your prior year related party tran saction disclosure.  Please tell us why
you have not included any disclosure relate d to the Real Salt Lake agreement,
your agreement with Lufthansa Consulting or your commercial agreement with Deutsche Lufthansa AG.  Please also c onfirm that you will revise your future
filings to disclose the basis on which De utsche Lufthansa AG is a related person

Edward Barnes
JetBlue Airways Corporation September 17, 2010 Page 2

as required by Item 404(a )(1) of Regulation S-K.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3412 with any
questions.

Sincerely,

Amanda Ravitz Legal Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

August 21, 2009
 Via U.S. Mail and Facsimile

 Edward Barnes Chief Financial Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375
RE: JetBlue Airways Corporation
   Form 10-K for the fiscal  year ended December 31, 2008

File No. 000-49728
   Dear Mr. Barnes:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Edward Barnes, Chief Financial Officer   (718) 709-3639

Edward Barnes
JetBlue Airways Corporation Page 2

CORRESP
1
filename1.htm

corresp

July 27, 2009

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

    Attention:

    Ms. Linda Cvrkel

Branch Chief

     Re:

    JetBlue Airways Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 000-49728

Ladies and Gentlemen:

     On behalf of JetBlue Airways Corporation, or JetBlue, set forth below are our responses to the
comments of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, the Staff, regarding the above referenced filing set forth in the Staff’s letter dated
July 10, 2009. For your convenience, we have repeated each of the comments set forth in the Staff’s
letter followed by our responses to that comment.

Form 8-K filed on June 1, 2009

    1.

    We note from your disclosure that the Company is filing this current report on Form 8-K
solely to show the effects of the adoption of FSP APB 14-1, on the accounting for the
Company’s 2005 3.75% convertible unsecured notes due 2035 in its historical annual
financial information included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008. In this regard, please revise your future filings to include in
the notes to your financial statements all the disclosures outlined in paragraph 30 through
33 of FSP APB 14-1 and all the transition disclosures set forth in paragraph 17 of SFAS No.
154. It appears from your disclosures in note 1 and 2 to your financial statements
included in the Form 8-K filed on June 1, 2009 that you did not include all the disclosures
outlined in Paragraph 31(b), 32(a), 33(a) and 33(b) of FSP APB 14-1, and paragraph 17(b)
and (c) of SFAS No. 154.

Response: We will revise our disclosures in future filings to more clearly satisfy the requirements
outlined in paragraph 30 through 33 of FSP APB 14-1 as well as all transition disclosures set forth
in paragraph 17 of SFAS No. 154.

JetBlue acknowledges that:

    •

    JetBlue is responsible for the adequacy and accuracy of the disclosure in its filing
with the Securities and Exchange Commission (the “Commission”);

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    JetBlue may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s comments. If any of our responses require further explanation, please do
not hesitate to contact me at (203) 656-7635.

    Sincerely,

    /s/ Donald Daniels

    Vice President, Controller and

    Chief Accounting Officer

(principal accounting officer)

Cc: Mr. Jeffrey Jaramillo, Division of Corporation Finance

Mail Stop 3561

July 10, 2009
 Via U.S. Mail and Facsimile

 Edward Barnes Chief Financial Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375
RE: JetBlue Airways Corporation
   Form 10-K for the fiscal  year ended December 31, 2008

File No. 000-49728

Dear Mr. Barnes:

We have reviewed your response letter dated June 4, 2009 and have the following
comments.  Where indicated, we think you s hould revise your document in response to
these comments and comply with the remaini ng comments in all future filings.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.     We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Edward Barnes
JetBlue Airways Corporation
Page 2

Form 8-K filed on June 1, 2009

1. We note from your disclosure that the Co mpany is filing this current report on
Form 8-K solely to show the effect s of the adoption of FSP APB 14-1, on the
accounting for the Company’s 2005 3.75% c onvertible unsecured notes due 2035
in its historical annual financial information included in the Company’s Annual Report on Form 10-K for the year ende d December 31, 2008.  In this regard,
please revise your future filings to in clude in the notes to your financial
statements all the disclosures outlined  in paragraph 30 through 33 of FSP APB
14-1 and all the transition di sclosures set forth in para graph 17 of SFAS No 154.
It appears from your disclosures in the not e 1 and 2 to your financial statements
included in the Form 8-K filed on June 1, 2009 that you did not include all the disclosures outlined in paragraph 31(b), 32(a), 33(a) and 33(b) of FSP APB 14-1, and paragraph 17(b) and (c) of SFAS No. 154.
  Other

2. As previously requested in our prior comment letter dated May 20, 2009, in connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.

Edward Barnes
JetBlue Airways Corporation Page 3

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

 Sincerely,

       L i n d a  C v r k e l
       B r a n c h  C h i e f

  Via facsimile: Edward Barnes, Chief Financial Officer   (718) 709-3639

CORRESP
1
filename1.htm

CORRESP

June 4, 2009

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

    Attention:

    Ms. Linda Cvrkel

    Branch Chief

    Re:

    JetBlue Airways Corporation

    Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 000-49728

Ladies and Gentlemen:

     On behalf of JetBlue Airways Corporation, or JetBlue, set forth below are our responses to the
comments of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, the Staff, regarding the above referenced filing set forth in the Staff’s letter dated
May 20, 2009. For your convenience, we have repeated each of the comments set forth in the Staff’s
letter followed by our responses to that comment.

Form 10-K for the Year Ended December 31, 2008

Off-Balance Sheet Arrangements, Page 38

    1.

    We note from your disclosure on Page 54 that you hold variable interests in 45 of your
55 aircraft operating leases, which are owned by single owner trusts whose purpose is to
purchase, finance and lease these aircrafts to you. Also we note from page 38 that you
have determined that you hold a variable interest in, but are not the primary beneficiary
of, certain pass-through trusts, which are the purchaser of equipment notes issued by you
to finance the acquisition of new aircraft and certain aircraft spare parts owned by
JetBlue and held by such pass-through trusts. Additionally, we note from your disclosures
on pages 54 and 38 that you have determined that none of the above mentioned variable
interest entities are required to be consolidated in your financial statements. In this
regard, please tell us and revise future filings to disclose in the notes to your financial
statements how you account for your interests in the aforementioned variable interest
entities. Additionally, with regards to the aforementioned variable interest entities,
please provide us with and revise future filings to include in your notes to your financial
statements the disclosures outlined in Appendix C of FSP No. FAS 140-4 and FIN 46(R)-8, as
applicable.

Response:

Aircraft leases: We have entered into sale-leaseback arrangements with a third party lender
for 45 of our operating aircraft. The sale-leasebacks occurred simultaneously with the
delivery of the related aircraft to us from their manufacturers. Each sale-leaseback
transaction was structured with a separate trust setup by the third party lender, the assets
of which consists of the one aircraft initially transferred to it following the sale by us
and the subsequent lease arrangement with us. Because of their limited capitalization and
the potential need for additional financial support, these trusts are variable interest
entities as defined in FASB Interpretation No. 46(R), Consolidation of Variable Interest
Entities, or FIN 46R. JetBlue does not retain any equity interests in any of these trusts
and our obligations to them are limited to the fixed rental payments we are required to make
to them. FIN 46R provides that “Most operating leases do not absorb variability in the fair
value of an entity’s net assets because they are a component of that variability”. Our
only interest in these entities is a fixed price option to acquire the aircraft at the end
of the lease term that were not deemed to be bargain purchase options at lease inception.
Since there are no other arrangements (either implicit or explicit) between the individual
trusts and JetBlue that would result in JetBlue absorbing additional variability from the
trusts, we concluded that we are not the primary beneficiary of these trusts. JetBlue
accounts for these leases as operating leases, following the appropriate lease guidance in
SFAS 13, as amended.

EETC Trusts:

We have financed 28 aircraft and certain of our aircraft spare parts through three separate
Enhanced Equipment Trust Certificate arrangements, or EETC, which are financing structures
common to airlines. The structure of our EETCs is depicted in the following cash flow
diagram:

    1

    Each aircraft is subject to a separate indenture with a separate loan trustee.

    2

    The amount available for each of the Class G-1,
Class G-2 and Class C/B-1 certificates will cover up to six consecutive quarterly interest payments
with respect to the certificates related to the pass through trust.

For both of our aircraft EETCs, three classes of certificates are included in the structure,
two of which are senior (series G-1 and series G-2) and one which subordinate to the other
two (series C). Our spare parts EETC has two classes of certificates, Class G-1 are senior
and Class B-1 is junior. For all of our EETCs each pass through trust sold pass-through
certificates to unrelated third parties that represented 100% of the fractional undivided
interests in that pass through trust, the proceeds of which were used to purchase our
equipment notes. We did not contribute any assets or liabilities to, nor did we obtain any
equity interests, in these trusts. The primary assets held by each trust are the related
equipment notes issued by us that are collateralized by certain aircraft or spare parts,
which represent the only recourse available to the trusts in the event of default, except
for the liquidity facility available to the senior notes that provides for up to three
consecutive semi-annual interest payments.

We considered the guidance in FIN46R and FASB Staff Position FIN 46R-6, Determining the
Variability to Be considered in Applying FASB Interpretation No. 46(R), or FIN46R-6, and
determined that each of the trusts meet the definition of a variable interest entity. We
evaluated the purpose for which these trusts were established and nature of risks in each.
These trusts were not designed to pass along variability to JetBlue. We concluded that we
are not the primary beneficiary in these trusts due to our involvement in being limited to
principal and interests payments on the Notes and the variability created by credit risk
related to us and the likelihood of our defaulting on the Notes. Further, as the Equipment
notes are recorded as long-term debt in our consolidated financial statements, and trusts
simply re-distribute these obligations into different prioritizations, had we concluded that
we were the primary beneficiary and consolidated these trusts the recorded amount of our
long-term debt would be unchanged.

In future filings, we will include the disclosures required by FASB Staff Position No. FAS
140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities, in our footnotes.

Financial Statements

Note 1. Summary of Significant Accounting Policies

Investment Securities, Page 47

    2.

    We note from your disclosure on page 48 that on December 31, 2008 investment securities, which
consisted of $244 million in student loan bonds were transferred to trading securities. Given the
nature of a trading security, transfers into or from the trading category should be rare as
described in paragraph 15 of SFAS No 115. In light of this fact, please provide us with and
disclose in future filings your rationale in transferring your investment securities in student
loan bonds from available-for-sale into the trading category. Also, please revise future filings
to provide in your notes to your financial statements the disclosures outlined in paragraph 21(c)
and (e) of SFAS No. 115, as applicable.

     Response:

We agree transfers into or from the trading category should be rare in occurrence. We also
believe it is important to note the economic and credit deterioration experienced during 2008
was also quite rare.

The student loan bonds discussed above are auction rate securities that historically reset
periodically (typically 28 days for those purchased by JetBlue), thus allowing the holder
access to liquidity. Beginning in February 2008, the auctions for these bonds ceased being
successful, resulting in us holding illiquid bonds whose actual duration is significantly
longer than expected.

During 2008, various regulatory agencies began investigating the sales and marketing
activities of the banks and broker-dealers that sold the student loan bonds, alleging
violations of federal and state laws in connection with these activities. One of the two
broker-dealers from which we purchased the bonds announced settlements under which they will
repurchase the bonds at par at a future date.

Pursuant to the settlements, in order to provide liquidity to holders of the bonds, the
broker-dealer agreed to offer a securities purchase and no net cost loan program to eligible
participants. JetBlue is a participant in this program with regards to approximately $85
million in par value bonds that were outstanding as of December 31, 2008. As part of this
agreement, we have granted the broker-dealer the right to sell or otherwise dispose of these
bonds at any time on our behalf so long as par value is returned. We believe these bonds are
appropriately classified as trading securities based on this specific disposition agreement.

For the remaining $226 million in par value bonds at December 31, 2008, we do not have such an
agreement with the broker-dealer that sold them to us. Our intent for these bonds is to trade
them when market opportunities arise to increase our liquid investments due to the current
economic uncertainty. We believe the transfer to trading securities was appropriate based on
this intent. The appropriateness of this transfer is also evidenced by our trade in February
2009 of approximately $38 million in par value bonds with a third party. The trade
represented approximately 17% of the par value bonds purchased from this broker-dealer without
a purchase agreement that were outstanding at December 31, 2008.

We will also provide in our notes to our financial statements the information regarding the
gains or losses as required by paragraph 21 (c) and (e) of SFAS No. 115, in future periods as
these transactions occur.

Note 2 — Long-term Debt, Short-Term Borrowings and Capital Lease Obligations, page 50

    3.

It appears from your disclosure that the following may be embedded derivatives within the
Debentures as defined in Note 2 to your financial
statements.

    The provision increasing the conversion rate depending upon the current common stock prices if
a fundamental corporate change occurs prior to October 15, 2013 for the Series A Debentures or
October 15, 2015 for the Series B Debentures; and

The Share lending agreement with Morgan Stanley & Co. Incorporated, an affiliate of the
underwriter of the offering, or the share borrower as described on page 52

We also note from your disclosure that you evaluate the various embedded derivatives within
the supplement indenture for bifurcation from the Debentures under the applicable
provisions, and based on your assessment you concluded these derivatives were either (i)
excluded from bifurcation as a result of being clearly and closely related to the Debentures
or are indexed to your 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. In this regard, please provide us with a complete list of all the embedded
derivatives you are referring to in paragraph five of page 52 and tell us the nature and
significant terms of each embedded derivative. For those embedded derivatives that you have
determined to be immaterial, please provide us with the fair value assigned to each embedded
derivative and your method(s) and assumptions used in estimating such fair-value at the
inception date of those embedded derivative and at December 31, 2008. Additionally, for
those embedded features that were not bifurcated from the Debentures and not accounted for
as a derivative, please fully explain to us how these embedded features did not meet the
criteria in paragraph 12 of SFAS No. 133. If you are relying on the scope exception as
outlined in paragraph 11(a), please fully explain to us on a separate basis how each
embedded feature meets the requirements in paragraph 12 through 32 of EITF 00-19 for equity
classification. If the embedded features meet the requirements of equity classification,
please explain to us on a separate basis if each embedded feature represents a beneficial
conversion feature pursuant to EITF 98-5 and 00-27 and your accounting associated with such
embedded feature. We may have further comment upon receipt of your response.

     Response:

The table below summarizes the features in our 2008 convertible debt offering that we
considered for bifurcation

    Nature and Significant

    Feature

    Terms

    Assessment

    Rationale

    A) Basic Conversion

Feature

    The holders of the A
Debentures may
convert at any time
into shares of common
stock at a conversion
rate of 220.6288
shares per $1,000
principal amount
representing a
conversion price of
approximately $4.53
per share, subject to
adjustment. The B
Debentures may
convert at any time
into shares of common
stock at a conversion
rate of 225.2252
shares per $1,000
principal amount
representing a
conversion price of
approximately $4.44
per share, subject to
adjustment.

    It is an embedded
derivative that is
not required to be
separated from the
host contract.

    Qualifies for
Paragraph 11(a) of
SFAS 133 exemption
because it is (1)
indexed to JetBlue
stock and (2) if it
was a freestanding
contract, it would
be classified in
stockholders’
equity. See EITF
00-19 equity
considerations
below this table.

    Nature and Significant

    Feature

    Terms

    Assessment

    Rationale

    B) Fundamental

Change Make-Whole

Provision

    The Notes contain a
make-whole provision
that may increase the
number of shares
delivered upon
conversion in the
event of certain
fundamental changes.
Fundamental changes
include primarily a
purchase or exchange
in some manner of at
least 50% of our
common stock. The
additional shares
issuable are variable
based on the passage
of time and our
closing stock price
and are derived from
tables included in
the prospectus
supplement. The
additional shares
issuable decrease as
the share price of
common stock
increases, becoming
zero after $35.00 per
share. At issuance,
the maximum number of
additional common
shares issuable would
have been 9.5 million
with our stock price
at $3.70 per share.

    It is an embedded
derivative that is
not required to be
separated from the
host contract.

    Qualifies for
Paragraph 11(a) of
SFAS 133 exemption
because it is (1)
indexed to JetBlue
stock and (2) if it
was a freestanding
contract, it would
be classified in
stockholders’
equity. See EITF
00-19 equity
considerations in
the table below.

    C) Additional
Interest for
failure to file
timely SEC reports

    Provision in the debt
agreement where upon
failure to comply
with timely filing
requirements, the
holders will, for the
180 days after the
occurrence of such
Event of Default,
have the right to
receive additional
interest at an annual
rate equal to .25% of
the principal amount
of the Debentures for
the first 180 days.
If the Event of
Default is not cured
within 180 days, the
Debentures would be
subject to
acceleration.

    It is an embedded
derivative that is
required to be
separated from the
host contract.
Fair value of this
feature is
primarily
determined by the
probability that
SEC reports are not
filed timely. Fair
value at issuance
and as of 12/31/08
considered
immaterial.

    Probability of not
filing timely
reports was
considered to be
remote. JetBlue
has no history of
late submissions.

    D) Early Conversion

Interest Make-Whole

Premium

    Holders who convert
prior to April 15,
2011 will receive, in
addition to a number
of shares of common
stock, a cash payment
from the 

Mail Stop 3561

May 20, 2009
 Via U.S. Mail and Facsimile

 Edward Barnes Chief Financial Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375
RE: JetBlue Airways Corporation
   Form 10-K for the fiscal  year ended December 31, 2008

File No. 000-49728

Dear Mr. Barnes:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Edward Barnes
JetBlue Airways Corporation
Page 2

Form 10-K for the fiscal year ended December 31, 2008

Off-Balance Sheet Arrangements, page 38
1. We note from your disclosure on page 54 th at you hold variable interests in 45 of
your 55 aircraft operating leases, which are owned by single ow ner trusts whose
purpose is to purchase, finance, and leas e these aircrafts to you.  Also, we note
from page 38 that you have determined that  you hold a variable interest in, but are
not the primary beneficiary of, certain  pass-through trusts, which are the
purchaser of equipment notes issued by you to finance the acquisition of new
aircraft and certain aircra ft spare parts owned by JetBlue and held by such pass-
through trusts.  Additionally, we note from your disclosures on pages 54 and 38
that you have determined that none of the above mentioned variable interest
entities are required to be consolidated in your financial statements.  In this regard, please tell us and revise future filing to disclose in the notes to your
financial statements how you account for your interest in the abovementioned
variable interest entities.  Additiona lly, with regards to the aforementioned
variable interest entities, please provide us with and revise future filings to include in your notes to your financial statements the disclosures outlined in
Appendix C of FSP No. FAS 140-4 a nd FIN 46(R)-8, as applicable.
 Financial Statements

Note 1. Summary of Significant Accounting Policies

Investment Securities, page 47
2. We note from your disclosure on page 48 that at December 31, 2008 investment
securities, which consisted of $244 million in student loan bonds were transferred to trading securities.  Given the nature of a trad ing security, transfers into or from
the trading category should be rare as  described in paragraph 15 of SFAS No.
115.  In light of this fact, please provide us with and disclose in future filings your rationale in transferring your  investment securities in student loan bonds from
available-for-sale into the trading category.  Also, please revise future filings to
provide in your notes to your financial statements the disclosures outlined in
paragraph 21 (c) and (e) of  SFAS No. 115, as applicable.

Note 2 – Long-term Debt, Short-term Borro wings, and Capital Lease Obligations, page
50
3. It appears from your disclosu re that the following ma y be embedded derivatives
within the Debentures as defined in Note 2 to your financial statements:

• The provision increasing the convers ion rate depending upon the current
common stock prices if a fundamental corporate change occurs prior to

Edward Barnes
JetBlue Airways Corporation
Page 3

October 15, 2013 for the Series A Debe ntures or October 15, 2015 for the
Series B Debentures; and
• The Share lending agreement with Morgan Stanley & Co. Incorporated, an
affiliate of the underwriter of the offering, or the share borrower as
described on page 52

We also note from your disclosure th at you evaluated the various embedded
derivatives within the suppl ement indenture for bifurcation from the Debentures
under the applicable provisions, and ba sed on your assessment you concluded
these embedded derivatives were either (i) ex cluded from bifurcation as a result of
being clearly and closing related to the Debentures or are indexed to your
common stock and would be classified in stockholders’ equity if freestanding or
(ii) the fair value of the embedded deriva tives was determined to be immaterial.
In this regard, please provide us with a complete list of all the embedded
derivatives you are referring to  in paragraph five of page  52 and tell us the nature
and significant terms of each embedde d derivative.  For those embedded
derivatives that you have determined to be  immaterial, please provide us with the
fair value assigned to each embedde d derivative and your method(s) and
assumptions used in estimating such fai r-value at the inception date of the
embedded derivative and at Decembe r 31, 2008.  Additionally, for those
embedded features that were not bifu rcated from the Debentures and not
accounted for as a derivative, please fully explain to us how these embedded features did not meet the criteria in  paragraph 12 of SFAS No. 133.  If you are
relying on the scope exception as outlined in paragraph 11(a), please fully explain
to us on a separate basis how each embe dded feature meets the requirements in
paragraph 12 through 32 of EITF 00-19 for equity classification.  If the embedded
features meet the requireme nts of equity classificati on, please explain to us on a
separate basis if each embedded feature re presents a beneficial conversion feature
pursuant to EITF 98-5 and 00-27 and your  accounting associated with such
embedded feature.  We may have further comment upon receipt of your response.
4. Reference is made to the cash payment in the amount of $11 million, which was paid out in addition to the 16.9 million shar es of common stock issued to retire
approximately $76 million principle amount of  the Debentures.  In this regard,
please explain to us how you accounted for this cash payment in the amount of $11 million.  We may have further comme nt upon receipt of your response.

Note 12. Contingencies, page 63

5. We note from your disclosure that various of your real property leases and various
agreements among airlines relating to fuel  consortia or fuel farms at airports
require you to indemnify the lessor agains t environmental liab ilities associated
with the real property or operations described under the agreement, even if you
are not the party responsible for the initi al event that caused the environmental
damage.  In this regard, please tell us  the amount recognized in your financial

Edward Barnes
JetBlue Airways Corporation
Page 4

statements as an asset retirement obl igation (ARO) as required by SFAS No. 143
and FIN 47 and your method and assumptions used in calculating such amount for
each year presented.  If no ARO amount has been recognized, please fully explain
why no ARO is required to be recognize d.  We may have further comment upon
receipt of your response.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Edward Barnes
JetBlue Airways Corporation Page 5

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Edward Barnes, Chief Financial Officer

August 21, 2007
 Mail Stop 3651
By U.S. Mail and facsimile to (718)709-3631

Mr. David Barger Chief Executive Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, NY 11375
Re:  JetBlue Airways Corporation  Definitive 14A   Filed April 2, 2007
File No. 000-49728
 Dear Mr. Barger:

We have limited our review of your definitive proxy statement to your executive
compensation disclosure and other related disc losure and have the following comments.
Our review of your filing is part of the Division’s focused review of executive
compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 2  Compensation Discussion and Analysis, page 16

1. Please provide an expanded analysis of the elements and levels of compensation
paid to the named executive officers.  Throughout your Compensation Discussion
and Analysis, and as to each compensa tion element, you should provide an
analysis of how you arrived at and why you pa id each particular level and form of
compensation for 2006.   For example, we note limited analysis on pages 18 and 19 of how your long term equity awards  were determined.  In this regard,
although your disclosure provides general information relating to this form of
compensation, provide substantive analysis and insight into how the committee makes actual payout determinations.  Refer to paragraphs (b)(1)(iii) and (v) of
Item 402 of Regulation S-K.  Please re vise your Compensation Discussion and
Analysis such that investors are provide d with an understanding of the specific
factors considered by the committee in ultimately approving particular pieces of each named executive officer’s compensa tion package and describe the reasons
why the committee believes that the amounts paid to each named executive officer are appropriate in light of th e various items it considered in making
specific compensation decisions.  Refer to  Item 402(b)(1)(v) of Regulation S-K.
 Role of Executive Officers in Compensation Decisions, page 17

2. Your disclosure in this section is uncl ear as to which person or body determines
the compensation of your executives, part icularly your chief executive officer.
Please expand your disclosure to discuss in  greater detail the responsibilities of
the compensation committee and board of di rectors’ and the interaction between
these groups when setting compensation for the chief executive officer and other senior executives. Refer to Item 402(b)(2)(xv) of Regulation S-K.
 Base Salary, page 17

3. The precise nature of your benchmarking activities is not clear.  Please identify
the companies, including those whose info rmation is included in the proprietary
data purchased by the company, considered in  your internal review of the market
position of your executive compensation practices.  Further, if you have
benchmarked different elements of your compensation against different
benchmarking groups, please identify the companies that comprise each group.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.  In addition, please disclose the
actual percentiles for total compensation, and each benchmarked element of compensation, in 2006.  This disclosure should include a discussion of where you
target each element of compensation agai nst the comparator companies and where
actual payments fall within targeted parameters.  To the extent actual
compensation was outside a targeted percentile range, pl ease explain why.

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 3
4. We note the discussion of the impact of  individual performance on salary and
merit-based increases.  Please expand your Compensation Discussion and Analysis to include a more specific disc ussion and analysis of  how the applicable
elements of your compensation packages  are structured and implemented to
reflect your named executive officer's indivi dual performance.  Please disclose the
elements of individual performance, both quantitative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  See Item 402(b)(2 )(vii) of Regulation S-K.
 Annual Incentive Bonuses, page 19

5. You have not provided a quantitative discussion of th e terms of the necessary
targets or performance objectives to be achieved in order for your executive
officers to earn their incentive compen sation for 2006 or 2007.  Please disclose
the specific targets, such as those identif ied in the third full paragraph on page 19,
and how your incentive awards are sp ecifically structured around such
performance goals.  See Item 402(b)(2)(v ) and Instruction 2 to Item 402(b).
Please note that qualitative goals generally need to be presented to conform to the
requirements of 402(b)(2)(v).  To the extent  you believe that disclosure of targets
is not required because it would result in  competitive harm such that the targets
could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please
provide on a supplemental basis a detail ed explanation for such conclusion.
Please also note that to the extent that  you have an appropriate basis for omitting
the specific targets, you must   discuss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed  target
levels or other factors.  General statem ents regarding the level of difficulty, or
ease, associated with achieving performance goals either corporately or individually are not sufficient.  Please pr ovide insight into th e factors considered
by the committee prior to the awarding of performance-based compensation such as historical analyses prior to the granti ng of these awards or correlations between
historical bonus practice and the incentive parameters set for the relevant fiscal
period.
 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Table, page 24

6. Please consider adding a separate table to disclose potential payments upon termination or change in control.  Refe r to Item 402(j) of Regulation S-K.

7. We direct you to Item 402(j)(1) of Re gulation S-K and note that you have omitted
discussion of the definitions of key term s of the employment agreements and

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 4
2002 Stock Incentive Plan.  Please concisel y define terms such as “cause” and
“change in control.”
8. Where appropriate, please describe and e xplain how the appropriate payment and
benefit levels are determined for purposes of termination and severance packages.
See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regul ation S-K.  Also please
discuss in the Compensation Discussion a nd Analysis how these arrangements fit
into your overall compensa tion objectives and affect the decisions you made
regarding other compensation elements a nd the rationale for decisions made in
connection with these arrangements.
 Transactions with Related Persons, page 28

9. Although you note that related party tran sactions must occur on terms no less
favorable than could be obtained from unaffiliated third parties, your disclosure suggests that the audit committee and board of directors may also apply additional review standards.  Please discuss in materially complete detail the policies and
procedures relating to the approval or ratification of related party transactions. Refer to Item 404 of Regulation S-K.
 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Mr. David Barger
JetBlue Airways Corporation August 21, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at  (202) 551-3314 with any questions.

Sincerely,    Daniel Morris Attorney Advisor

CORRESP
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[JetBlue letterhead]

January 11, 2008

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E., Stop 3561

Washington, D.C. 20549

                        Attention:

                        Daniel Morris, Esq.

Attorney-Advisor

                        Re:

                        JetBlue Airways Corporation

Definitive 14A

Filed April 2, 2007

File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation, or JetBlue or the Company, set forth below are our responses to the comments of the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission, or the Staff, set forth in the Staff’s letter dated December 10, 2007, regarding the above-referenced filing. For your convenience, we have repeated each of the comments set forth in the Staff’s letter, followed by our responses to each comment.

                        1.

                        While we note your supplemental response to prior comment 3, we believe that the identity of your benchmark companies is material information. Please confirm that you will identify all benchmark companies in future filings.

                        We confirm that we will identify all companies we use for benchmarking purposes in future proxy statements.

Daniel Morris, Esq.

United States Securities and Exchange Commission

Division of Corporation Finance

January 11, 2008

Page 2 of 3

                        2.

                        While we note your supplemental response to prior comment 5, we re-issue the prior comment. Please confirm that you will disclose in future filings specific performance targets and “sub-goals”, including, for example, targets for growth, profitability and internal revenue. If you believe that disclosure of targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion. Please refer to prior comment 5 for additional guidance, as appropriate.

As stated in the seventh paragraph of our response to prior comment 5 in our response letter to the Staff dated October 19, 2007, we understand the importance of providing a more specific description of the material elements of our corporate performance targets, including disclosure of the material underlying sub-goals, and confirm that we will disclose in future proxy statements such specific performance targets and sub-goals. However, with respect to three of the sub-goals  underlying our 2006 performance targets  (out of a total of approximately 40 of such sub-goals) that contain our specific internal targets for revenue per available seat mile, non-flight revenues, and cost per available seat mile, we believe that disclosure of these specific quantitative targets would result in competitive harm to JetBlue and, therefore, such information should be omitted for the reasons stated in our
supplemental submission to the Office of the Secretary of even date herewith.

To the extent that any of our performance targets in 2007 or in future years contain similar specific quantitative financial information that we believe we have an appropriate basis to omit due to the competitive harm disclosure of such information would cause to us, we confirm that we will discuss in future proxy statements how difficult it would be for us to achieve these targets and thus how difficult it would be for our executive officers whose incentive compensation may be tied in part to the achievement of such goals to receive the maximum amount of such compensation for which they are then eligible.

                        3.

                        While we note your response to prior comment 8, we re-issue the comment in part. Specifically, please confirm that you will comply in future filings with the first sentence of prior comment 8.

We confirm that we will comply in future filings with the first sentence of prior comment 8.

Daniel Morris, Esq.

United States Securities and Exchange Commission

Division of Corporation Finance

January 11, 2008

Page 3 of 3

In connection with our above responses to the Staff’s comments, JetBlue acknowledges that:

                        -

                        JetBlue is responsible for the adequacy and accuracy of the disclosure in the filing;

                        -

                        Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                        -

                        JetBlue may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s comments. If any of our responses require further explanation, please call me at (718) 709-3030.

                        Very truly yours,

 /s/ James G. Hnat

                        James G. Hnat
 Executive Vice President, General
 Counsel and Corporate Secretary

CORRESP
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October 19, 2007

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E., Stop 3561

Washington, D.C. 20549

      Attention:

                        Daniel Morris, Esq.

  Attorney Advisor

      Re:

                        JetBlue Airways Corporation

                        Definitive 14A

                        Filed April 2, 2007

      File No. 000-49728

Ladies and Gentlemen:

On behalf of JetBlue Airways Corporation, or JetBlue or the Company, set forth below are our responses to the comments of the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission, or the Staff, set forth in the Staff’s letter dated August 21, 2007, regarding the above-referenced filing. For your convenience, we have repeated each of the comments set forth in the Staff’s letter, followed by our responses to each comment.

Compensation Discussion and Analysis, page 16

                        1.

                        Please provide an expanded analysis of the elements and levels of compensation paid to the named executive officers. Throughout your Compensation Discussion and Analysis, and as to each compensation element, you should provide an analysis of how you arrived at and why you paid each particular level and form of compensation for 2006. For example, we noted limited analysis on pages 18 and 19 of how your long term equity awards were determined. In this regard, although your disclosure provides

Daniel Morris, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
October 19, 2007
Page 2 of 13

general information relating to this form of compensation, provide substantive analysis and insight into how the committee makes actual payout determinations. Refer to paragraphs (b)(1)(iii) and (v) of Item 402 of Regulation S-K. Please revise your Compensation Discussion and Analysis such that investors are provided with an understanding of the specific factors considered by the committee in ultimately approving particular pieces of each named executive officer’s compensation package and describe the reasons why the committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation decisions. Refer to Item 402(b)(1)(v) of Regulation S-K.

                        We will provide the requested expanded disclosure in our future proxy statements.

As disclosed in our 2006 proxy statement, our named executive officers receive compensation in the form of base salary, annual (cash) incentive bonuses, long-term incentive awards, and perquisites. Through and including 2006, we did not have any retirement programs in place other than the Company’s 401(k) plan with a Company match component that is available to all of our crewmembers. We blend these elements in order to formulate compensation packages which provide competitive pay and reward the achievement of financial, operational and strategic objectives (which management sets forth annually in a company-wide document that we refer to as our “Flight Plan”).

Historically, at the executive officer level, our cash incentive bonuses have been based on the Company’s achievement of our corporate goals set forth in our Flight Plan. Stock options have been awarded annually in amounts that vary automatically according to a crewmember’s level within our organization, as approved by the Compensation Committee. In 2006, options were granted to our named executive officers in such predetermined amounts.

Since our inception, we have provided long-term incentive awards in the form of stock options because we and the Compensation Committee believed that the potential financial upside for a growth company, such as JetBlue, was a benefit desired by, and an appropriate reward to, our crewmembers. However, in light of our adoption of SFAS 123(R) in 2006, which significantly increased the amount our stock-based compensation expense, combined with our slower growth reported last year, we began investigating other types of long-term incentive awards, including potential grants of restricted stock units.

To understand our compensation philosophy, it is important to note that we believe that compensation is not the only reason we attract people to JetBlue. We strive to hire and retain talented people who are compatible with our corporate culture, interested and committed to our core values, and who are looking to make a contribution to our mission of Bringing Humanity Back to Air Travel in new and innovative ways. We and the

Daniel Morris, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
October 19, 2007
Page 3 of 13

Compensation Committee believe that our innovative approach to a traditionally less than innovative industry and our unique culture has made JetBlue an attractive employer even if we do not offer premium industry compensation to our senior management.

In 2006, three of our named executive officers (David Neeleman, our Chairman and CEO, David Barger, our President and COO, and John Owen, our EVP, Supply Chain and IT) each had an existing employment agreement that provided for an annual salary of $200,000 and a guaranteed annual bonus of $75,000. These agreements are discussed in detail in our proxy statement under the heading “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”  As a result of these contractually required compensation amounts, there was little discretion on the part of the Committee in approving compensation levels for these officers in 2006.  With respect to their 2006 bonus payments, Mr. Neeleman and Barger each waived part of their contractually guaranteed bonus to bring this component of their compensation into line with the bonuses we paid to our other executive
officers based on our performance against our Flight Plan.

Base salary and incentive (bonus) compensation for our remaining named executive officers is discussed below in response to Comment 3. The requested additional disclosure relating to long-term equity award payout determinations is provided below in response to Comment 5.

Role of Executive Officers in Compensation Decisions, page 17

                        2.

                        Your disclosure in this section is unclear as to which person or body determines the compensation of your executives, particularly your chief executive officer. Please expand your disclosure to discuss in greater detail the responsibilities of the compensation committee and board of directors’ and the interaction between these groups when setting compensation for the chief executive officer and other senior executives. Refer to Item 402(b)(2)(xv) of Regulation S-K.

We will clarify our disclosure in the future to discuss in greater detail the responsibilities of our Compensation Committee and our Board of Directors’ and the interaction between them when determining compensation for our Chief Executive Officer and other senior executives. We anticipate providing such revised disclosure in future proxy statements, similar to the following:

The Compensation Committee reviews and establishes, subject to ratification by the Board of Directors, the compensation arrangements for the Chief Executive Officer and the other executive officers of the Company,

Daniel Morris, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
October 19, 2007
Page 4 of 13

including salaries, bonuses and grants of awards and administration of the Company’s equity incentive plans.

Base Salary, page 17

                        3.

                        The precise nature of your benchmarking activities is not clear. Please identify the companies, including those whose information is included in the proprietary data purchased by the company, considered in your internal review of the market position of your executive compensation practices. Further, if you have benchmarked different elements of your compensation against different benchmarking groups, please identify the companies that comprise each group. Refer to Item 402(b)(2)(xiv) of Regulation S-K. In addition, please disclose the actual percentiles for total compensation, and each benchmarked element of compensation, in 2006. This disclosure should include a discussion of where you target each element of compensation against the comparator companies and where actual payments fall within targeted parameters. To the extent actual compensation was
outside a targeted percentile range, please explain why.

We will expand our disclosure in future proxy statements to discuss in greater detail our benchmarking activities along the lines requested, as applicable.

Historically, our benchmarking activities involving compensation of our most senior executives has been limited due primarily to two facts: first, that several of our most senior executives were compensated under employment contracts and second, that a significant percentage of our senior executive officers were also founders of JetBlue and holders of a significant amount of our common stock. As such, the Compensation Committee and they believed that each of them already had sufficient incentive to promote the Company’s growth and the achievement of its strategic goals and, therefore, it was not necessary for such officers to receive additional remuneration through increases in base salary or significant bonuses.

In 2006, we used broad-based compensation data purchased from Mercer Human Resources Consulting and Watson Wyatt involving approximately 5,000 companies to develop comparative data for review in connection with our officer compensation decisions. This information included job titles by industry and/or geographic region; minimum, mid-point and maximum salary ranges; and bonus payout ranges. We used this data to build salary and bonus-competitive ranges according to job specifications. We did not list the companies included in this compensation data in our proxy statement because we felt that, given the large number of companies included and the fact that we did not target any specific group of companies in our benchmarking activities, such level of detail could have been counterproductive and burdened the proxy statement with immaterial details. We compared the average of the compensation ranges
derived from the survey data to the amounts paid to our officers in similar positions. We did not

Daniel Morris, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
October 19, 2007
Page 5 of 13

calculate the percentage difference between our officers’ compensation and the average officer compensation for comparable positions from the survey data, nor did we benchmark against specific compensation elements in 2006. The Compensation Committee used this general market data, along with feedback from our Chief Executive Officer (relating to his evaluation of all of the other executive officers’ performance), and the Board’s assessment of each individual executive officer’s performance to determine the executive officers’ compensation adjustment.

The Compensation Committee and the Company are presently revising several aspects of our approach to compensation awards, including our use of comparator groups in connection with determination of salary, bonus and equity ranges and the form of equity to be granted, which will affect some elements of compensation for our executive officers in 2007. We anticipate these revisions will result in more comprehensive changes to our compensation practices in 2008. The Compensation Committee has not yet approved the specific changes, but they will be disclosed in our 2007 proxy statement (to the extent they are then finalized) with the additional level of detail outlined in the Staff’s comment.

                        4.

                        We note the discussion of the impact of individual performance on salary and merit-based increases. Please expand your Compensation Discussion and Analysis to include a more specific discussion and analysis of how the applicable elements of your compensation package are structured and implemented to reflect your named executive officer’s individual performance. Please disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions. See Item 402(b)(2)(vii) of Regulation S-K.

In future proxy statement, we will expand our Compensation Discussion and Analysis to include a more specific discussion and analysis of how the applicable elements of our compensation package are structured and implemented to reflect our named executive officer’s individual performance, to the extent applicable.

In general, our executive officers are judged on overall corporate performance. The individual component of our executive compensation is discussed below.

As discussed in our response to Comment 1 above, in 2006, three of our named executive officers (Messrs. Neeleman, Barger and Owen) had employment agreements that provided for base salaries of $200,000 per year. None of them received raises above these amounts. For the remaining named executive officers (and all of our other salaried crewmembers), salaries and merit-based increases are determined on an annual basis through our internal review process. In 2006, this review process involved crewmembers below the level of Executive Vice President. Each year, crewmembers perform a self-

Daniel Morris, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
October 19, 2007
Page 6 of 13

evaluation covering specific topics and concluding with their individual performance goals for the upcoming year. This evaluation is reviewed by each crewmember’s supervisor and, after consultation, the crewmember’s goals for the next year are approved. The overall assessment of crewmembers’ performance, including the degree to which they have achieved their personal goals, drives merit-based salary increases. The weight given to overall corporate performance versus individual goal achievement is subjective and largely determined by an individual’s supervisor and our People Department. Individual goals vary according to a crew member’s level of responsibility and the particular area of our operations in which he or she is employed. For example, in 2006, Mr. Anderson’s individual performance goals  included helping to maintain the safety and reliability of our Airbus A320 aircraft and to integrate the new Embraer E190 aircraft into our fleet. The performance review process was conducted on an April to March cycle, with increases effective in April of the following year. Mr. Harvey was promoted to the Chief Financial Officer position in May 2006. His individual performance objectives were driven by the cost targets of the Company’s Return to Profitability, or RTP, plan announced during the year. These cost targets involved reducing the Company’s crewmember costs, corporate discretionary spending, supply chain costs and fuel expenditures.

As discussed below and on page 20 of our proxy statement, Mr. Harvey received a special bonus in 2006 based on his surpassing these objectives.

In addition, when reviewing executive officer compensation, the Compensation Committee may exercise its discretion with regard to compensation decisions for individual officers. The Compensation Committee does so by reviewing the officer’s performance over the past year in light of JetBlue’s corporate goals (articulated in the Flight Plan in 2006), the CEO’s evaluation of the individual officer, and the Committee members’ own interaction with and evaluation of the performance of that 

Mail Stop 3561

        September 28, 2006

Mr. David Neeleman
Chief Executive Officer
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: JetBlue Airways Corporation (the “Company”)
 Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 14, 2006
 File No. 000-49728

Dear Mr. Neeleman:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        L i n d a  C v r k e l
        B r a n c h  C h i e f

CORRESP
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filename1.htm

August
4,  2006

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission
Division of Corporation
Finance
 100 F. Street N.E., Stop 3561
 Washington, D.C.
20549

Attention:
Ms.
Linda  Cvrkel
Branch
Chief

Re:
JetBlue Airways
Corporation
Form 10-K for the Fiscal Year Ended December  31,
2005
Filed February  14, 2006
 File No.
000-49728

Ladies and Gentlemen:

On behalf of JetBlue
Airways Corporation, or JetBlue, set forth below are our responses to
the comments of the Staff of the Division of Corporation Finance of the
Securities and Exchange Commission, or the Staff, regarding the above
referenced filing set forth in the Staff’s letter dated
July  24,  2006. For your convenience, we have repeated
each of the comments set forth in the Staff’s letter followed by
our responses to that comment.

Form 10-K for the Year
Ended December  31,  2005

Item 8.
Financial Statements and Supplementary Data

Notes
to Consolidated Financial Statements

Note 3
— Leases, page 53

1.
We have reviewed
your response to our prior comment number 3. However, we do not believe
that you have fully addressed the concerns raised in our prior comment.
Given the amount of proceeds generated from your 2005 and 2006 sale and
leaseback transactions, please specifically disclose the amount of
gains or losses from your sale and leaseback transactions that have
been deferred and the period over which these gains or losses will be
recognized. Alternatively, please specifically disclose that
the gains or losses from your sale and leaseback transactions are not
material.

Response:   In 2005, the six sale and
leaseback transactions that we entered into resulted in the deferral of
approximately $6  million in related gains, which are being
recognized over the 18 year lives of the related aircraft leases.
Neither the deferred gains nor the annual amortization of the deferred
gains related to these transactions were considered material to our
2005 financial statements. In future filings, if material, we will
specifically disclose the amount of losses or deferred gains related to
our sale and leaseback transactions and the related amortization
periods. If not material, we will specifically disclose that the losses
or deferred gains from these transactions are not material.

Note 4 — Assets Constructed for Others, page
54

2.
We have reviewed your response to our
prior comment number 4. However, we do not believe that you have fully
addressed the concerns raised in our prior comment. In your response,
you state that subsequent to the construction period, you expect to
account for your lease of the airport terminal as ‘‘a
financing’’ under SFAS No. 66. Based upon your footnote
disclosures, such accounting treatment appears to be similar to the
accounting treatment used for a capital lease. However, we note per
paragraph 28 of SFAS No. 13, leases involving terminal space and other
airport facilities owned by a governmental unit ordinarily would be
classified as operating leases. As such, please tell us what
consideration has been given to paragraph 28 of SFAS No. 13, FIN 23,
and EITF 99-13 in your analysis of the expected treatment of your
terminal lease subsequent to the construction period. Assuming an
adequate response to our comment, we believe that you should expand
your disclosures in the MD&A section of future filings to discuss
the expected accounting treatment of your airport terminal lease both
during and subsequent to the construction period.

Response:   We agree with
the Staff’s assessment that a lease of this nature, which
includes the operation of an airport passenger terminal on
government-owned property, is ordinarily classified as an operating
lease as provided by FIN23 and Paragraph 28 of SFAS 13. However, since
we are constructing this facility and not entering into the lease of an
existing facility, GAAP requires that we refer to the guidance in EITF
97-10 for proper classification. EITF 99-13 addressed this apparent
conflict in guidance and concluded that ‘‘the
construction of government-owned properties subject to a future lease
of the completed improvements should be included in the scope of Issue
97-10. Accordingly, if the lessee is deemed to have substantially all
of the construction period risk as defined in Issue 97-10, the lessee
should be considered the owner of the property for accounting purposes,
with the subsequent sale-leaseback accounted for pursuant to Statement
98.’’

Applying the guidance in EITF 97-10,
we have evaluated our new terminal lease at JFK and concluded, as
described in our response dated May  19,  2006 to the
Staff’s prior comment letter dated May  8,  2006,
that we bear substantially all of the construction period risk;
therefore, we are considered the owner of the project for accounting
purposes.

We currently expect that we will not satisfy the
SFAS 98 sale-leaseback criteria and thus not qualify for sale-leaseback
accounting due to our continuing involvement in the property following
the construction period, as evidenced by a collateralized letter of
credit that we anticipate will be outstanding on the projected sale
date. As a result, instead of applying sale-leaseback accounting, which
would result in treatment as an operating lease, we must account for
the transaction as a financing under SFAS 66.

As discussed
with Ms.  Cvrkel and Mr.  Sears of the Staff in our
telephone conversation on August  2,  2006, in future Form
10-Q and Form 10-K filings, we will expand the disclosure in our
financial statements to include the specific reasons why we do not
currently expect to qualify for sale and leaseback accounting upon
construction completion. We will also expand our MD&A disclosure to
include a more detailed discussion of our accounting treatment,
consistent with our expanded footnote
disclosure.

In connection with our above
responses to the Staff’s comments, JetBlue acknowledges
that:

•
JetBlue is responsible for the
adequacy and accuracy of the disclosure in the
filing;

•
Staff comments or changes to
disclosures in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filing;
and

•
JetBlue may not assert Staff
comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United
States.

We appreciate the Staff’s comments. If any
of our responses require further explanation, please do not hesitate to
contact me at (203)
656-7604.

Sincerely,

/s/ HOLLY
NELSON

Senior Vice
President and Controller

(principal accounting
officer)

Cc: Mr.  Jeffrey
Sears,  Division of Corporation
Finance

CORRESP
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May
19,  2006

VIA EDGAR AND
FACSIMILE

United States Securities and Exchange
Commission
Division of Corporation Finance
100 F. Street N.E.,
Stop 3561
Washington, D.C. 20549

Attention:

Ms.  Linda  Cvrkel
Branch
Chief

Re:
JetBlue Airways
Corporation
Form 10-K for the Fiscal Year Ended December
31,  2005
File No. 000-49728

Ladies and
Gentlemen:

On behalf of JetBlue Airways Corporation, or JetBlue,
set forth below are our responses to the comments of the Staff of the
Division of Corporation Finance of the Securities and Exchange
Commission, the Staff, regarding the above referenced filing set forth
in the Staff’s letter dated May  8,  2006. For your
convenience, we have repeated each of the comments set forth in the
Staff’s letter followed by our responses to that comment.

Form 10-K for the Year Ended December  31,
2005

Item 8. Financial Statements and
Supplementary Data

Consolidated Balance Sheets,
page 44

1.
We note from Note 1 and Note 13
to your financial statements that your investment securities consist
primarily of auction rate securities which have been classified as
available-for-sale. While we acknowledge that your auction rate
securities have auction reset periods of less than 12 months, you
disclose in Note 13 to your financial statements that your short-term
investment balance includes securities with a carrying value of
$435  million as of December  31,  2005, which do not
mature until after 2019. Please tell us why you believe that it is
appropriate to classify auction rate securities, with maturity dates
more than 12 months after your balance sheet date, as short-tem assets.
In your response please provide clarification of the following items
with regard to your investments in action rate
securities:

•
Whether the issuing party or
another 3rd party can be obligated to redeem your auction
rate securities on the auction reset date, or whether that date
strictly represents the date on which the applicable interest rate can
be reset.

•
Your intent with regard to the
holding period of your auction rate
securities.

•
Your average historical
holding period of auction rate securities.

We may have
further comment upon receipt of your
response.

Response:    In classifying our auction
rate securities, we follow the guidance in SFAS No 115, paragraph 17,
which refers us to ARB 43, Chapter 3 paragraph 4, which states:

For accounting purposes, the term CURRENT ASSETS is used to
designate cash and other assets or resources commonly identified as
those which are reasonably expected to be realized in cash or sold or
consumed during the normal operating cycle of the business. Such
resources as (f) marketable securities representing the investment of
cash available for current operations.

Since there is an
active market for these instruments and we are able to sell these
marketable securities at any time to meet current operating needs, we
have classified them as current assets.

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The following addresses your
requests for clarification regarding our investment in auction rate
securities:

•
If we are not successful in
retaining the auction on the auction reset date or choose not to bid,
the auction dealer is obligated to redeem our securities. In the
unlikely event of a failed auction, (approximately 15 since 1984), we
would maintain our position until such time that there is a successful
auction, the final legal maturity date is reached or the issue is
called.

•
Our intent with
these securities is to hold them until the reset date; however, we have
the ability to sell them at anytime, which has resulted in our
classification as available-for-sale
securities.

•
The vast majority of the
auctions that we participate in have 28 day reset periods and it has
been our practice to maintain our positions until the reset date. On
the reset date, we evaluate our current cash requirements and other
investment options before bidding on new
auctions.

Consolidated Statements of Cash Flows, page
47

2.
We note that in your consolidated
statements of cash flows, you have reported the net change in
available-for-sale securities, rather than your purchases of
available-for-sale securities and proceeds from the sale and maturities
of available-for-sale securities. However, we note per Note 13 to your
financial statements that the contractual maturities of your
available-for-sale securities at December  31,  2005
consisted of securities with a carrying value of $36  million
maturing in 2006 and securities with a carrying value of $435
million maturing after the year 2019. As it appears that the majority
of your available-for-sale securities have original maturities in
excess of three months, please revise future filings to report the
gross cash inflows and cash outflows related to the purchases, sales,
and maturities of your available-for-sale securities as separate line
items in your consolidated statements of cash flows. Please refer to
the guidance provided in paragraphs 11 through 13 of SFAS No. 95 and
paragraph 18 of SFAS No. 115.

Response:    In
future filings, we will report the gross cash inflows and outflows
related to our available for sale securities, including previously
reported amounts.

Note 3 — Leases, page
53

3.
We note that during fiscal year 2005,
you entered into sale and leaseback transactions for six EMBRAER 190
aircraft. We note that you entered into sale and leaseback transactions
for an additional four EMBRAER 190 aircraft during the three months
ended March  31,  2006. Please tell us and disclose in the
footnotes to your financial statements the terms of your sale and
leaseback transactions entered into during fiscal year 2005 and the
first quarter of fiscal year 2006. Your response and expanded
disclosures should discuss the proceeds received from the sale of your
aircraft, the lengths of the subsequent lease terms of the aircraft,
the amounts of gain or loss from your sale and leaseback transactions
that has been deferred, and any other material details of your sale and
leaseback transactions. Please refer to the requirements of paragraph
17 of SFAS No. 98.

Response.    We believe that
we have adequately disclosed the material terms and future commitments
related to our sale and leaseback transactions in our 2005 and 2006
filings as required by paragraph 17 of SFAS No. 98. The proceeds of our
sale and leaseback transactions have been separately reflected on the
face of our consolidated statements of cash flows. Note 3 to our 2005
audited financial statements disclosed that the gains from these
transactions are being deferred and recognized on a straight-line basis
over the respective lease term. The deferred gains for 2006 and 2005
were not considered material and as a result were not separately
disclosed. Renewal periods and purchase options for the leasebacks are
also reflected in Note 3 along with our other aircraft operating
leases. Aside from the leasebacks themselves, there is no continuing
involvement on our part following the sales, so we believe no added
disclosure was required. The future minimum lease payments associated
with these transactions have been included in Note 3 to our 2005
audited financial statements and

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Note 9 to our Form 10-Q for the quarterly
period ended March  31,  2006. These transactions have also
been disclosed in the Commitments and Liquidity and Capital Resources
sections of Management Discussion and Analysis in each of these
filings.

Note 4 — Assets Constructed for
Others, page 54

4.
We note that you entered
into a lease agreement with the Port Authority of New York and New
Jersey (PANYNJ) for the construction and operation of a new terminal at
JFK airport. Under the lease agreement, it appears that you are
responsible for the construction of a 635,000 square foot 26-gate
terminal, as well as, other airport infrastructure. It also appears
that PANYNJ will reimburse you for construction costs, except for those
related to approximately $80  million in leasehold improvements
to be provided by your company. You state that in accordance with EITF
97-10, you are considered the owner of the construction project for
financial reporting purposes and, accordingly, you reflect an asset and
liability related to in-process construction on your balance sheet. You
state further that you currently do not expect to meet the criteria
necessary to derecognize the ‘‘Assets Constructed for
Others’’ and/or the related liability, when construction
of the assets is completed and your lease of the facility begins. As
such, you have indicated that the ‘‘Assets Constructed
for Others’’ will be amortized over the shorter of your
lease term or their economic life, and facility rents will be recorded
as debt service on your construction obligation, with the portion not
related to interest reducing the principal
balance.

Please tell us in detail why you believe that
you bear the risks of ownership of the new JFK terminal and related
assts during the construction period, citing the specific guidance or
criteria in EITF 97-10 that supports the conclusion that you are the
owner of the assets during the construction period. Also tell us (i)
why you do not believe that you will meet the criteria to derecognize
the ‘‘Assets Constructed for Others’’ and
(i) why the conditions of a sale and leaseback transaction, as set
forth in SFAS No. 98, will not be met when the construction of the
assets is completed and your lease of the facility begins. Furthermore,
as you indicate that the costs capitalized as ‘‘Assets
Constructed for Others’’ will be amortized over the
shorter of your lease term or their economic life, please tell us how
you intend to recognize the reimbursement of your construction costs,
and what portion of the costs capitalized as ‘‘Assets
Constructed for Others" will be subject to amortization.
We may have further comment upon receipt of your response.

Response:    The EITF 97-10 consensus outlines
several criteria, which if met, would result in a lessee being
considered the owner of a real estate project, despite its not holding
title. We are managing the construction of this project and are
primarily liable to the contractors performing the work. We are also
responsible for cost overruns not related changes made by the PANYNJ.
The lease we have entered into is also a
‘‘date-certain’’ lease, with facility lease
payments commencing in November  2009, without regard to whether
the construction is complete. Under EITF 97-10 guidelines, we believe
all of these factors result in our being considered the owner of the
project during the construction period.

Since we are
accounting for the project as if we were the owner, we must satisfy the
criteria in SFAS No. 98 in order to qualify for sale and leaseback
accounting. Upon completion of the project, we will conduct a detailed
analysis to assess whether we fulfill the SFAS No. 98 criteria for
recognizing the sale; however, because of our anticipated continuing
involvement, principally the current requirement of the lease to
provide a collateralized letter of credit following the construction
period, we do not currently expect to satisfy these criteria.

As we incur project costs, which are reflected as Assets
Constructed for Others, we are also submitting requests for
reimbursement to the PANYNJ. As these reimbursements are received, we
are recording a construction liability, which will increase throughout
the construction period. We expect that upon project completion we will
account for the construction obligation and related facility lease as a
financing, which is described in Appendix B of SFAS No. 66. The entire
amount of construction costs accumulated in Assets Constructed for
Others will be subject to amortization, for accounting purposes,
based on the appropriate economic life of its individual
assets.

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Note 12 — Contingencies,
page 60

5.
We note that you do not accrue a
liability for product warranties upon the sale of your LiveTV hardware
since revenue from the sale of the hardware is recognized over the term
of the related service agreements. As such, you recognize expenses for
warranty repairs as they occur. Please tell us why you believe that
your accounting policy regarding warranty expense is consistent with
the requirements of paragraphs 8, 24, 25, and 80 of SFAS No. 5. Also,
please tell us the amount of warranty expense that has been recognized
during each period presented in your consolidated statements of
operations. We may have further comment upon receipt of your
response.

Response.    In all of its sales
arrangements, LiveTV simultaneously enters into equipment sales
contracts and separate long-term service and maintenance contracts. The
equipment sales contracts do not provide for product warranty; however,
this element is included with other service and maintenance and repair
activities, which are covered under the service and maintenance
contracts. Because none of the various elements of these multi-element
arrangements have ever been sold separately, we have concluded that
they must be accounted for as a single unit of accounting. Therefore,
we defer all revenue related to the equipment sales and recognize such
revenues ratably over the service maintenance contract term, as
required by EITF Issue No. 00-21. We recognize service and maintenance
expenses on an as incurred basis. We believe this treatment satisfies
the matching principle described in paragraph 80 of SFAS No. 5. In
addition, we do not believe that any of LiveTV's agreements will
result in the recognition of losses in future periods.

LiveTV's total maintenance costs associated with their
long term service and maintenance contracts were approximately $1.9
million, $805,000 and $151,000 in 2005, 2004 and 2003, respectively.
The number of aircraft serviced under these agreements during these
periods was 193, 55 and 24, respectively. We do not believe that the
equipment failure rates will fluctuate significantly from what we have
experienced to-date.

Note 13 — Financial
Instruments and Risk Management, page
62

6.
We note that as of December
31,  2005 your crude oil or heating oil option contracts and swap
agreements, i.e. your derivative contracts, were not
designated as cash flow hedges as defined in SFAS No. 133. As
such, changes in the fair values of your derivative contracts
outstanding at December  31,  2005 were reported in your
income statement for fiscal year 2005. However, based upon your
consolidated statements of stockholders’ equity and our review
of your 2004 Annual Report on Form 10-K, we that your crude oil option
contracts and/or swap agreements, which were outstanding at
December  31,  2004 and December  31,  2003,
were designated as cash flow hedges, as the effective portion
of the change in the fair value of those derivative contracts was
recorded as a part of other comprehensive income. Please tell us the
reason(s) that your most recent derivative contracts that have been
entered for purposes of hedging your fuel costs have not been
designated as cash flow hedges. Your response should explain in detail
any factors or changes in circumstances that have impacted your
accounting treatment or explain any changes to the objectives or
strategy of your derivative usage. Also, explain why $13  million
of adjustments to the fair values of these derivative contracts, which
were previously included in accumulated other comprehensive income,
were reclassified into earnings in 2005. We may have further comment
upon receipt of your response.

Response.    At
December  31,  2005, none of our crude oil or heating oil
financial derivative instruments qualified for designation as cash flow
hedges for accounting purposes, principally because we concluded that
the underlying commodity was no longer highly correlated to the
specific jet fuel purchases being hedged. As of December
31,  2004, all of our outstanding financial der