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Jetblue Airways Corporation PROSPECTUS 5,866,667 Shares COMMON STOCK We are offering 5,866,667 shares of our common stock. This is our initial public offering and no public market currently exists for our shares. Our common stock has been approved for quotation on the Nasdaq National Market under the symbol ``JBLU.'' Investing in our common stock involves risks. See ``Risk Factors'' beginning on page 7. PRICE $27.00 A SHARE Underwriting Price to Discounts and Proceeds to Public Commissions JetBlue Per Share .................. $27.00 $1.89 $25.11 Total ..................... $158,400,009 $11,088,000 $147,312,009 We have granted the underwriters the right to purchase up to an additional 880,000 shares to cover over-allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on April 17, 2002. MORGAN STANLEY MERRILL LYNCH & CO. RAYMOND JAMES UBS WARBURG April 11, 2002 TABLE OF CONTENTS Page Page Special Note About Forward-Looking Management and Stock Ownership Statements ..................... ii Information ..................... 58 Prospectus Summary ................ 1 Related Party Transactions ............ 73 Risk Factors ...................... 7 Description of Capital Stock .......... 75 Use of Proceeds ................... 21 Shares Eligible for Future Sale ......... 80 Dividend Policy .................... 21 Material U.S. Federal Tax Considerations Capitalization ..................... 22 for Non-U.S. Holders of Our Common Dilution ......................... 23 Stock ......................... 82 Selected Financial and Operating Data . 24 Underwriters ...................... 85 Management's Discussion and Analysis of Legal Matters ..................... 88 Financial Condition and Results of Experts .......................... 88 Operations ..................... 26 Where You Can Find More Information . 88 Business ......................... 38 Change in Independent Accountants .... 88 Index to Financial Statements ......... F-1 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs. We have not taken any action to permit a public offering of the shares of common stock outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the shares of common stock and the distribution of this prospectus outside of the United States. Until May 6, 2002, 25 days after the commencement of this offering, all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. In this prospectus, we use the terms ``JetBlue,'' ``we,'' ``us'' and ``our'' to refer to JetBlue Airways Corporation. JETBLUE and JETBLUE AIRWAYS are registered service marks of JetBlue Airways Corporation in the United States and other countries. This prospectus also contains trademarks and tradenames of other companies. i SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS We have made forward-looking statements in this prospectus, including the sections entitled ``Management's Discussion and Analysis of Financial Condition and Results of Operations'' and ``Business,'' that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words ``believe,'' ``expect,'' ``anticipate,'' ``intend,'' ``plan,'' ``estimate'' or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we distribute this prospectus. You should understand that many important factors, in addition to those discussed elsewhere in this prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation, the rapidly changing industry and regulatory environment following recent terrorist attacks, our limited operating history, our ability to implement our growth strategy, our fixed obligations, our dependence on the New York market, our ability to renew or replace gate leases, our competitive environment, problems with our aircraft, economic and other conditions in markets in which we operate, governmental regulation, increases in maintenance costs, fuel prices and insurance premiums and cyclical and seasonal fluctuations in our operating results. ii PROSPECTUS SUMMARY This summary highlights selected information about our company and the common stock that we are offering. It does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the ``Risk Factors'' section and the financial statements and notes to those statements, which are included elsewhere in this prospectus. JETBLUE AIRWAYS Overview JetBlue is a low-fare, low-cost passenger airline that provides high-quality customer service primarily on point-to-point routes. We focus on serving underserved markets and large metropolitan areas that have high average fares, and we have a geographically diversified flight schedule that includes both short-haul and long-haul routes. We commenced service in February 2000 and established our primary base of operations at New York's John F. Kennedy International Airport, or JFK. As of February 28, 2002, we operated 108 flights per day, including 52 daily flights between JFK and Florida, 26 daily flights between JFK and upstate New York and 18 daily flights between JFK and the western United States. On August 28, 2001, we began service at our West Coast base of operations, Long Beach Municipal Airport, which serves the Los Angeles area. To date, we have raised $175 million of equity capital, which has enabled us, among other things, to acquire a fleet of new, single-class Airbus A320 aircraft. We are scheduled to add to our operating fleet of 24 aircraft 59 new A320 aircraft by the end of 2007. We are focused on profitability and have low operating costs because we operate a single aircraft type with high utilization and have a highly productive and incentivized workforce. Our low fares are designed to stimulate demand, and we have demonstrated our ability to increase passenger traffic in the markets we serve. In addition, we offer our customers a differentiated product, with new aircraft, low fares, leather seats, free LiveTV (a direct 24-channel satellite TV service) at every seat, pre-assigned seating and reliable performance. The terrorist attacks on September 11, 2001 have dramatically affected the airline industry. U.S. airlines have experienced numerous difficulties in the wake of these tragic events, including but not limited to, a significant drop in demand for air travel, reduced traffic and yields, increased insurance and security costs and liquidity concerns. We, along with the rest of the industry, suffered an initial drop in demand, leading to reduced traffic and yields. Unlike many of our competitors, however, our level of operations and passenger traffic have recovered substantially to the levels we had originally anticipated before September 11, 2001, although our yields have not fully recovered. Many of our competitors have reduced their capacity, including flights in our current and potential markets. Amid these changes in industry dynamics, we intend to maintain a disciplined growth strategy by increasing frequency on our existing routes and entering attractive new markets. Our future growth plans remain intact and we have ordered additional aircraft above and beyond our pre-September 11, 2001 plans. While the airline industry suffered unprecedented losses in 2001, we had net income of $38.5 million and operating income of $26.8 million on revenues of $320.4 million. Operating income excluded $18.7 million of compensation under the Air Transportation Safety and System Stabilization Act, or the Stabilization Act. Due to our low fares, our yields during this period were lower than all but one of the major U.S. airlines. However, our low fares together with our high qualilty service offering enabled us to generate
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