JETBLUE AIRWAYS CORP

We are subject to various risks that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, liquidity, financial condition, and results of operations. In addition, these risks could cause our actual results to differ materially from those we express in forward-looking statements contained in this Report or in other Company communications. You should read the following section in conjunction with the following sections of this Report: Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, our consolidated financial statements and the related notes, included in Part II. Item 8 and our “Forward-Looking Information.”

The following is a summary of the principal risks we face that could have a material adverse effect on our business, liquidity, financial condition, and results of operations:

Risks Related to JetBlue

•We operate in an extremely competitive industry.

•We may be subject to competitive risks due to the long-term nature of our fleet order book.

Operational Risks

•Our business is highly dependent on the availability of fuel and fuel is subject to price volatility.

•Our maintenance costs will increase as our fleet ages.

•Our salaries, wages, and benefits increase as our workforce ages.

•We face risks associated with a potential material reduction in the rate of interchange reimbursement fees.

•We face risks associated with doing business internationally.

•Our comparatively high aircraft utilization rate helps us keep our costs low, but also makes us vulnerable to delays and cancellations, which could reduce our profitability and harm our reputation.

•We depend greatly on the New York metropolitan market, and increases in competition or shifts in demand for air travel in this market, or governmental reduction of our operating capacity at John F. Kennedy International Airport ("JFK"), could harm us.

•Extended interruptions or disruptions in service at our focus cities could have a material adverse impact on us.

•We may be impacted by increases in airport expenses relating to infrastructure and facilities, as well as by infrastructure disruptions or failures.

•Our results of operations fluctuate due to seasonality, weather, and other factors.

•We have a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product.

•We are in the process of unwinding our Northeast Alliance ("NEA") with American Airlines, which may have an adverse impact on our business, financial condition and results of operations.

•Tariffs on commercial aircraft and related parts imported from outside the United States, or tariffs that may be escalated over time, may have a material adverse effect on our fleet, business, financial condition, and results of operations.

Risks Related to Our Merger with Spirit

•To consummate the Merger, we and Spirit must obtain certain governmental approvals and satisfy closing conditions, which could jeopardize the consummation of the Merger or reduce its anticipated benefits.

•The pendency of the Merger may disrupt our business.

•Consummation of the Merger will result in us having substantially greater indebtedness, which could adversely affect our business flexibility, increase borrowing costs, and result in downgrades in our credit ratings.

•We may not realize the synergies and other benefits of the Merger to the extent predicted because of required divestitures, difficulties related to integration and other challenges.

•The combined company is expected to incur substantial expenses related to the Merger and the integration of JetBlue and Spirit.

•Uncertainties associated with the Merger may cause a loss of management personnel and other key crewmembers.

•The future of the combined company will suffer if expanded operations are not effectively managed.

Data and Information Security Related Risks

•Our reputation and business may be harmed, and we may be subject to legal claims if there is disruption to our information technology systems or loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers’, crewmembers’, business partners’ or our own information or other breaches of our information security.

•Data security compliance requirements could increase our costs, and any significant data breach could disrupt our operations and harm our reputation, business, results of operations and financial condition.

•We rely heavily on automated systems to operate our business; any failure of these systems could harm our business.

Human Capital Related Risks

•Failure to attract and retain qualified personnel, or maintain company culture, could harm our business.

•We may be subject to unionization, work stoppages, slowdowns, or increased labor costs and the unionization of our pilots and inflight crewmembers could result in increased labor costs.

Reputational Risks

•An accident or incident involving our aircraft could harm our reputation and business.

•Our business depends on our strong reputation and the value of the JetBlue brand.

Financing and Financial Risks

•We have a significant amount of fixed obligations and will incur significantly more fixed obligations in the future, which could harm our ability to service our current obligations or satisfy future fixed obligations.

•Our level of indebtedness may limit our ability to incur additional debt to meet future financing needs.

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

•We have been subject to certain restrictions on our business as a result of our participation in governmental programs.

•We have a significant amount of indebtedness from fixed obligations and may seek material amounts of additional financial liquidity in the short-term, and insufficient liquidity may have a material adverse effect on our financial condition and business.

•We may never realize the full value of our intangible assets or long-lived assets, causing us to record impairments that may negatively affect us.

Risks Associated with the Airline Industry

•An outbreak or resurgence of a disease or an environmental disaster could significantly affect travel behavior, which would adversely affect our industry and our business.

•Compliance with environmental laws and regulations may cause us to incur substantial costs.

•We may be affected by global climate change or by legal, regulatory or market responses to such change.

•Increasing attention to, and evolving expectations regarding, environmental, social and governance ("ESG") matters may impact our business and reputation.

•Federal budget constraints or federally imposed furloughs due to budget negotiation deadlocks may adversely affect us.

•Changes in government regulations, imposing additional requirements and restrictions on us could increase our operating costs and result in service delays and disruptions.

•A future act of terrorism, the threat of such acts or escalation of U.S. military involvement overseas could adversely affect our industry.

•The airline industry is particularly sensitive to changes in economic conditions.

PART I