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

Competitive Risks

•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

•We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our reputation, business, operating results, and financial condition.

•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 and regulatory disruptions or failures.

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

•We have been, and may from time to time be, subject to legal and regulatory proceedings that could result in significant costs, operational disruption, or reputational harm.

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

•Tariffs, including those that impact 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.

•Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price.

Cybersecurity and Information Security 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.

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

Data Privacy and Security Compliance Risks

•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.

•Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us or our business partners to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

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, flight instructors 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 we expect to incur significantly more fixed obligations in the future, which could harm our ability to service our current obligations or satisfy future fixed obligations.

•Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.

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

•We 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.

•Our ability to use certain tax attributes could be subject to limitations.

Artificial Intelligence Related Risks

•Our development and use of AI-powered solutions could lead to operational, reputational, or competitive harm, legal and regulatory risk, and additional costs.

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.

•Increasing scrutiny of, and evolving expectations regarding, environmental matters may impact our business and reputation.

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

•Changes in laws and government regulations that impose additional requirements and restrictions on our operations 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