David Barger - President, Chief Executive Officer, Director Edward A. Barnes - Chief Financial Officer, Executive Vice President

Mike Linenberg - Bank of America Merrill Lynch Analyst for William Greene - Morgan Stanley Hunter Kay - Stifel Nicolaus Duane Fenningworth - Raymond James Analyst for Gary Chase - Barclays Capital Kevin Crissey - UBS Daniel McKenzie - Next Generation Equity Research Michael Derchin - FTN Equity Capital Markets James Parker - Raymond James Helane Becker - Jesup & Lamont Will Randall - Citigroup Stephen O'Hara - Sidoti & Company

Welcome to JetBlue Airways Corporation third quarter 2009 earnings conference call. Today's call is being recorded. We have on the call today Dave Barger, JetBlue's CEO, and Ed Barnes, JetBlue's CFO. As a reminder, this morning's call includes forward-looking statements about future events. Actual results may differ materially from those expressed in the forward-looking statements due to many factors and therefore investors should not place undue reliance on these statements. For additional information concerning factors that could cause results to differ from the forward-looking statements, please refer to the company's annual and periodic reports filed with the Securities and Exchange Commission. This call also references non-GAAP results. You can find a reconciliation of those non-GAAP results in JetBlue's earnings press on the Investor Relations section of the company's website at JetBlue.com. Please note that this conference is being recorded. At this time, I would like to turn the call over to Dave Barger. Please go ahead, sir.

Thanks, John and good morning. Thank you all for joining us today. We are very pleased to report our third consecutive quarterly profit. This morning we reported net income of $15 million or earnings of $0.05 per diluted share. Included in these results is a $3 million gain related to the valuation of our auction rate securities. Excluding this gain, our earnings for the quarter would have been $12 million, or $0.04 per diluted share. These results represent a significant improvement over last year’s net loss of $8 million. Similar to the rest of the industry, we have experienced significant pressure on revenues as a result of the recession. While revenues were down sharply from last year, our third quarter year-over-year unit revenue trends were among the best in the industry. Unit revenues for the quarter were down 8% versus last year and total revenues for the quarter were down 5% year over year. Fortunately, the actions we have taken over the past several years to manage our capacity and preserve liquidity have positioned us well for this downturn. We ended the third quarter with $951 million in cash, which is among the best liquidity positions in the industry. We also continue to benefit from the actions we took last year to restructure our fuel hedge portfolio. During the third quarter, our fuel expense was approximately $150 million lower than the same period last year, driving a 10% decline in our operating expenses. As a result, our operating income increased $44 million year over year. JetBlue crew members continue to do an excellent job, working together to run a solid operation. I would like to take this opportunity to thank our 12,000 crew members for their hard work. For the third quarter, our on-time performance improved by almost 8 points versus last year. Our new terminal at JFK, which opened one year ago today, has certainly improved the overall efficiency of our operation and more importantly, it has significantly enhanced the ground experience for the 30,000 customers who pass through our home base of operations every day. While last year’s unprecedented rise in the price of fuel, only to be matched this year by a weak economic environment, presented back-to-back tests, JetBlue has demonstrated the ability to adapt quickly and address these challenges. Managing capacity through the sale, lease, and deferral of aircraft has played a key role in our ability to successfully adapt to changing conditions. We have also continued to more tactically manage capacity by matching schedule frequency to demand [inaudible] gauge adjustments during trough periods. We continue to build on our success in the Caribbean and Latin America, where our strong brand resonates well with customers. Of the eight cities we opened or plan to open in 2009, six are in the Caribbean Latin America. We have increased our presence in leisure driven markets such as Montego Bay, while continuing to build on our strength and visiting friends and relative, or VFR markets, such as Santa Domingo and the Dominican Republic. These two segments complement each other very well from both a seasonal and day of week perspective. As such, we expect continued success with our recently launched service to Barbados, and our new service to Kingston, Jamaica, and St. Lucia, which begin later this month. We also continue to focus on strengthening our core network, centered in New York, Boston, Florida, and the West Coast. During the third quarter, we continued to grow our Boston operation with the launch of new service to Baltimore, the 32nd destination served by JetBlue from Boston. As we expand in Boston with new destinations and increased frequencies, we have become more relevant to business as well as leisure customers. We are very pleased with our customers’ response to our growth there. We also continue to leverage our unique position in New York as JFK’s largest carrier. In September, we received approval from the DOT to co-chair with Lufthansa, the first Lufthansa/JetBlue co-chair flight is set for Wednesday, November 11th and we look forward to welcoming our first Lufthansa customer on JetBlue. We are currently selling Lufthansa JetBlue co-chair flights to 12 domestic destinations, which means our customers will be able to connect to Lufthansa’s network of over 400 locations overseas. We plan to add additional JetBlue domestic and international connections following our cut-over to Sabre next year. We are pleased with bookings to date and we expect bookings to increase as more people learn about our partnership. Turning to the fleet, we did not take delivery of any new aircraft during the third quarter and do not have anymore deliveries planned for the rest of the year. Taking fewer aircraft, together with continued cost [inaudible] has kept our capital expenditures at modest levels. As a result, we are on track to generate positive free cash flow, defined as operating cash flow minus CapEx, in 2009 for the first time in our history. While the revenue environment pressures near-term results, we remain focused on our goal of achieving long-term sustainable growth, supported by the cash generated from operations. For the fourth quarter, we expect our capacity to be up between 5% and 7% year over year, result in a relatively flat ASM growth for the full year 2009 versus 2008. As we discussed on our last call, most of our fourth quarter growth is being driven by our Caribbean expansion, which will add a significant amount of ASMs to our network on a year-over-year basis. We expect our Caribbean capacity to be up roughly 35% year over year in the fourth quarter. Our Caribbean and Latin America markets continue to mature quickly from both a P&L and cash perspective. We continue to adhere to a policy that future growth must be funded through cash from operations. Looking ahead to 2010, we are currently working through the specific details of our growth plans. While we do not expect to take any new aircraft deliveries in 2010, the nine aircraft added to our fleet in 2009 will drive moderate ASM growth next year. We continue to have one of the highest aircraft utilization rates in the industry and enjoy the added flexibility of being able to adjust utilization, either up or down, as conditions warrant. We plan to continue to eliminate unproductive flying while capitalizing on opportunities that may arise. Turning to revenue, leisure traffic remained relatively strong throughout the quarter as loads were essentially flat year over year but like other U.S. carriers, we continue to face pressure on yields. During the third quarter, our yield was down 7.7% year over year, resulting in a PRASM decline of 8%. While the economic downturn has negatively impacted demand for air travel across the industry, our strong VFR traffic, particularly in the Caribbean, and limited exposure to premium traffic, has mitigated the impact on JetBlue. Thus, our year-over-year PRASM performance has consistently been among the best in the industry. We are encouraged by positive pricing traction during July and August and the sequential improvement in our year-over-year PRASM during the summer. The booking curved remained compressed throughout the quarter and our August results were better than expected due to close in-strength bookings. Although September is historically a trough month for us due to our large leisure customer base, we benefited from a later than usual Labor Day at the beginning of the month. These gains were offset by more significant yield pressure toward the end of September as fair sales stimulated traffic and low yields. The shoulder seasons have been particularly challenging and we continue to employ ways to improve our revenue performance during these periods. A key part of this strategy has been to stimulate trial by customers new to JetBlue. During September, we launched our all you can jet pass promotion, offering a month of unlimited travel for only $599. This was by far the most successful promotion in our company’s history, exceeding expectations on all fronts. Approximately 50% of the customers who purchased all you can jet passes were not previously members of our frequent flyer program, True Blue. While we are not disclosing many details about the promotion for competitive reasons, our revenue results for the third quarter reflect a positive net revenue contribution from the all you can jet promotion. The impact to our bottom line is even more meaningful when considering the potential new customers we have gained. Just as important, from our perspective, was the media buzz created by the promotion. We were also pleased to see thousands of all you can jetters sharing their stories online through Facebook, Twitter, and other social media sites. We also continue to be encouraged by the success of our ancillary revenue initiatives, which have helped mitigate some of the weaknesses we have experienced in passenger revenue. When we combined all of our ancillary revenue reported in the passenger revenue line with those in the other revenue line, total ancillary revenue in the third quarter was about $17.50 per passenger. Ancillary revenue results for the third quarter were slightly lower than expected due to fewer customers paying change fees. We continue to look for opportunities to meet the needs of our customers while growing our ancillary revenue streams. One way we are doing that is by making important changes to our frequent flyer program, True Blue, later this year. Redesigned based on customer feedback, our goal is to make True Blue more robust, more rewarding, and more flexible. For example, rather than awarding points to customers based on the distance they fly, we will offer points based on how much they spend. Customers will also benefit from a more flexible redemption scheme, including no black-out periods. We anticipate the new True Blue program will be very well-received by our customers. Turning to the revenue outlook, given the compressed booking curve, forward bookings continue to be characterized by volatility, resulting in a limited ability to make reliable projections. We’ve been encouraged by the booking trends we saw during the summer peak travel period. At the same time, however, we continue to face yield pressures during the off peak periods, driven by extensive sale activity at deep discounts. Similar to September, October is generally a trough period of leisure travel. Based on the data collected thus far, we currently estimate October PRASM will be down about 10%. Bookings for the Thanksgiving holiday look relatively solid and the early signs for the December holiday are positive, but we have limited visibility that far out. November PRASM comparisons will benefit from the shift of the Monday after Thanksgiving of peak travel day into November this year. In addition, our continued focus on ancillary revenues, which we currently expect to increase by about 15% year over year in 2009, should help RASM. We are cautiously optimistic about the fourth quarter. We are expecting both PRASM and RASM to decline between 3% and 6% in the fourth quarter. For the full year, our PRASM and RASM projections remain unchanged. We expect PRASM to decline between 4% and 7% and RASM to decline between 2% and 5%. Before closing, I would like to provide a brief update on the transition to our new reservation system, Sabre. The transition to Sabre is on track for implementation in the first quarter of 2010 and we are pleased with the progress we are making. During the third quarter, we began integration testing in the final phase of the project and a key milestone. The transition to Sabre has been a company wide effort and similar to the opening of our new terminal at JFK last year, we have a dedicated and experienced team leading the transformation. Moving to the Sabre platform will allow us to scale our business as we grow, including providing better integration with underlying co-chair partners and better connectivity to GDSs and online travel agencies. We will also be able to better tailor our product to corporate customers and other key customer segments. As we close out 2009, our 10th year of operations, we are well-positioned to navigate the challenges that lie ahead. Our efforts over the past few years to build liquidity and slow our growth have positioned us well. We expect to earn a profit in every quarter of 2009, despite a very difficult economic environment. This is a testament to the hard work and dedication of our outstanding crew members who remain focused on running a safe, reliable operation and delivering exceptional service to our customers every day. With that, it is my pleasure to turn it over to Ed Barnes, our CFO, for a more detailed review of our financial performance during the quarter. Ed. Edward A. Barnes: Thanks, Dave. Good morning and again, thank you all for joining us. We are very pleased to earn our third consecutive quarterly profit. Despite slightly higher than expected fuel, which was $0.04 per gallon higher than our issued guidance, we beat or met all of our guidance ranges for the third quarter. Like other companies in our industry and elsewhere, our results were impacted by the effects of the economic recession. Our total revenues declined by 5% or $48 million year over year, driven largely by the reduced demand for air travel, which has pressured fares. Fortunately the actions we took last year to restructure our fuel hedge portfolio continue to pay off as we benefited from significantly lower fuel prices, driving a $92 million decline in operating expenses. We ended the quarter with $951 million in cash and cash equivalents, or 29% of our trailing 12 months revenue. We believe this is among the strongest liquidity positions of the major U.S. carriers. As a result of our strong cash balance and improved financial results, our largest credit card processor reduced the amount of our hold-back from $50 million to $30 million as of September 30th. Our quarter end cash balance excludes $205 million in auction rate securities at fair market value, which were reclassified as short-term investments on our balance sheet. During the third quarter, we continued to opportunistically sell our auction rate securities. In August, we sold approximately $25 million of our auction rate securities at fair market value. I am also pleased to report that earlier this month, we entered into an agreement with Citigroup under which they have agreed to purchase our auction rate securities, which had a par value of $158 million. The $120 million in cash proceeds from the sale are not included in our quarter end cash balance. In conjunction with the transaction, we terminated the line of credit we had with Citigroup. After these sales, we have approximately $85 million of auction rate securities at par value, which were sold to us by UBS. As you may recall, UBS is required to repurchase these securities at par value beginning in June of next year. We have a $56 million loan from UBS collateralized by these securities, which we intend to repay next year with the proceeds from the ARS sale. Turning to the fleet, JetBlue ended the quarter with 151 aircraft. We did not take any deliveries of aircraft during the third quarter and we do not have anymore aircraft deliveries planned for the remainder of the year. During the third quarter, we spent approximately $30 million in non-aircraft CapEx and we anticipate approximately $45 million in non-aircraft CapEx during the fourth quarter. As a result, we currently expect total CapEx, including aircraft, to be around $395 million for 2009. As Dave mentioned, we expect to generate positive free cash flow in 2009, assuming fuel prices remain at forecasted levels. This is a significant accomplishment for JetBlue, especially in light of the weak economic environment. We believe the ability to generate positive free cash flow is an important driver of shareholder value and this continues to be a top priority for JetBlue as we move into the next year. While we have no aircraft deliveries planned for 2010, we expect to pay approximately $85 million next year in pre-delivery deposits related to future deliveries. We also have roughly $40 million in [inaudible] commitments next year. Let’s turn now to a more detailed look at the third quarter results. Although fuel prices have risen since the beginning of the year, we have continued to benefit from the year-over-year decline in prices. Our total fuel expense in the third quarter was approximately $150 million lower than the same period last year as our average fuel price per gallon declined 40% year over year to $2.07. Included in this figure is $0.20 per gallon of fuel hedging losses. Our unhedged fuel price for the quarter was $1.87 per gallon. In the third quarter, approximately 8% of our fuel consumption was hedged. While fuel hedge losses had a negative impact on our costs during the third quarter, these losses had no cash impact during the quarter. We currently do not have any cash collateral posted with any of our counter parties. We continue to view fuel hedging as an important form of insurance against market volatility and we use a variety of products to manage this risk. During the third quarter, we continued to add to our fuel hedge portfolio, largely in the form of jet fuel swaps for near-term consumption and [the money crude] call options or CAPs to manage risks further out. Our fuel hedge portfolio now stands at 61% for the fourth quarter, 49% for the first quarter, 24% in the second quarter, and 23% for the third quarter of 2010. For the full year of 2010, we are now approximately 30% hedged. The underlying details of these positions are more specifically described in our investor update, which will be filed later today. We expect to pay $2.04 per gallon for jet fuel in the fourth quarter, including a positive hedge impact of $0.04 per gallon. For the full year, we expect to pay $2.01 per gallon, including a negative hedge impact of about $0.26 per gallon. These prices are based on the forward curve as of October 16th and exclude taxes, transportation, and [the plane fees]. While fuel prices drove unit costs down in the third quarter by 13% year over year, our non-fuel unit costs continue to be pressured. Excluding fuel, our third quarter non-fuel unit costs rose by about 8.5% year over year. These results were slightly better than our expectations as outlined in the guidance we provided last quarter. The majority of our year-over-year increase in ex-fuel CASM can be attributed to the shift in our capacity from trans-con flying to shorter haul, which drove a 5% shorter average stage length during the third quarter. Salaries, wages, and benefits increased roughly 11% per ASM on a year-over-year basis, driven primarily by wage and benefit increases under new pilot employment agreements and cost pressures associated with our policy to not furlough crew members during economic downturns. In addition, we have hired additional crew members to help with training as we prepare to cut over to Sabre. Maintenance expenses increased 22% on a unit cost basis due to the gradual ageing of our fleet. In addition, the timing of repairs we had planned earlier in the year drove our maintenance expense relatively higher in the third quarter. Landing fees and other rents increased 6% year-over-year on a unit cost basis due to 8% more departures versus 2008 and higher landing fee rates. Other operating expenses increased 11% year over year on a unit cost basis. This increase was driven in part by $6 million in tax incentives and $2 million in gains on the sale of aircraft, which were credited to other operating expenses during the third quarter of last year. In addition, variable cost increase with the 8% more departures versus 2008. Moving below the line, interest expense decreased 25% year over year, or $17 million, due primarily to lower interest rates. At the same time, interest income and other decreased by 75%, or $15 million, due to the lower interest rates earned on our investments and lower average investment balances. This decrease was offset by the $3 million valuation adjustment related to our auction rate securities. We have a very manageable debt maturities of approximately $50 million in the fourth quarter, including the $120 million from our recent auction rate securities transaction. We expect to end the year with a cash balance as a percent of trailing 12 months revenue of approximately 30%. While we are comfortable with our current cash position, we continue to believe that liquidity and financial flexibility are paramount in today’s uncertain environment. Looking ahead to 2010, we expect about $380 million in debt maturities for the full year, including approximately $160 million for payment of a convertible debt issuance that we expect to be put to us in March. Looking ahead at the fourth quarter and full year, we will have detailed guidance available on our investor update filed as an 8-K and posted to our website later today. Let me share a few of the highlights. We expect our fourth quarter ASMs to increase between 5% and 7% year over year. The recession continues to affect demand for air travel. However, we are encouraged by booking trends during the holiday travel periods. In addition, the year-over-year comparisons become easier for us in November. As a result, we currently expect year-over-year PRASM to decline between 3% and 6% in the fourth quarter, and a decline of 4% to 7% for the full year. Our ancillary revenue initiatives continue to help offset some of the fare weaknesses we are experiencing but as Dave mentioned, the compressed booking curve has resulted in fewer customers paying change fees. We expect our year-over-year RASM to decrease between 3% and 6% during the fourth quarter and between 2% and 5% for the full year. We expect lower fuel expense will continue to drive year-over-year unit cost improvement but at a relatively slower rate than the fourth quarter. For the fourth quarter, we expect CASM to decline between 3% and 5% and for the full year, we expect CASM to be down between 7% and 9%. We anticipate a 5% to 7% year-over-year increase in ex-fuel CASM during the fourth quarter. Throughout this year, our non-fuel unit cost performance has been slightly better than our projections. Accordingly, we have again revised our full year unit cost guidance downward from previous levels. We now expect full year ex-fuel CASM to increase between 7% and 9%. While we continue to take steps to reduce costs and maintain our low cost advantage, we are committed to investing in our brand, our customers, and our crew members. As we look into 2010, we will continue to make those investments prudently and fortunately, we have built a balance sheet that allows us to do so. In closing, I would like to thank our crew members for all their hard work. Despite a tough economic environment, our results have improved significantly versus last year and we continue to expect to earn a profit every quarter this year. This certainly would not be possible without the dedication of our outstanding crew members. And with that, we are happy to take your questions.

(Operator Instructions) Our first question comes from Mike Linenberg from Bank of America Merrill Lynch. Mike Linenberg - Bank of America Merrill Lynch: Two questions -- Dave, what is the goals with respect to Lufthansa when you -- and I don’t know what sort of metrics, whether it’s revenue or when you think about the enhancement to loads on the markets that you co-chair with them. I mean, is your analysis suggest that maybe you could get a bump up of a couple points? Any info you can provide on that would be great.

I think with respect to Lufthansa, first of all, we look at the relationship as much more than the commercial agreement. It’s the investment, it’s board seats, intellectual expertise, et cetera. I think I’d characterize Lufthansa -- and again, we just started selling this -- the ability to really monetize JFK as our gateway. We’ve seen this with [Air Lingos] in Boston and Kennedy. We’re starting to see some trends with Lufthansa, so I think that I would probably just want to manage expectations because it’s new and let’s face it, there’s other -- there are other avenues that Lufthansa has in terms of feeding customers across North America through the Star Alliance. So I think it’s early. We’ll have much greater visibility here later in the year and into 2010 and I think we will be able to be much more transparent on it. Mike Linenberg - Bank of America Merrill Lynch: Okay, and then just my second question, Dave, and this has to do with capacity, you know in the third quarter you were up a little under 3% and in the fourth quarter, you are now looking at 5% to 7% and I know that you’ve indicated that a lot of that growth is new stuff and yet when you kind of look at where RASM is heading for October and you sort of look at it versus the last couple of months, at least on a RASM basis, it looks like it may be a little bit of a set-back. I know on a top line basis, it looks like there is improvement there because you are adding a lot of capacity. Does that -- with that type of performance and the new markets aside, would that suggest to you that maybe you need to do a little bit more right-sizing in some of the core markets? You know, maybe trans-con or Florida, and maybe that you need to cut out some frequency? What are your thoughts on that? How do you think about that?

I think as we look at capacity this year relatively flat, even though we are taking delivery of nine airplanes and again, no new aircraft schedule for 2010, I think the team feels quite good about the allocation of ASMs and again, it’s adjusted seasonally in terms of where they are at. And this is excluding the new markets. And again, we’ve talked about the new markets, six of eight down into the Caribbean Latin America, which tend to mature quite quickly. They tend to contribute quite quickly as well, and so just -- I mean, statistically if you take a look at -- into the -- we expect, for example, the trans-cons to be right over 30% as we are into the fourth quarter. And if we look back two years ago, that number was close to 50% and so trans-cons are still a core to JetBlue and it’s no secret that there is quite a bit of competitive -- just activity taking place in the trans-cons but it’s certainly core to our route system. I think specifically when we look at the Caribbean and this comment, up 35% year over year but now looking at just over 20% in the fourth quarter, we feel right-sized. And then you start to take a look at Florida, you know, right-sized. It’s core to us, and the short haul markets we feel good about as well. So I think as we close the year, Mike, we feel good about capacity and how we’ve deployed ASMs and where there are competitive skirmishes, we are certainly going to defend our turf. Mike Linenberg - Bank of America Merrill Lynch: Okay, well good and good job on the margins, thanks. Edward A. Barnes: I was going to add one thing to that, and that’s that I think October was a pretty tough comparison for us. Last year we had taken a lot of capacity out relative to fuel prices and so this year you are seeing a lot of that capacity being added back in but certainly last year’s PRASM was impacted by the amount of seats that we took out of the markets. Mike Linenberg - Bank of America Merrill Lynch: Okay, and it sounds to from the guidance that you’ve given us on PRASM, just the implication for November and December, definitely see a return to the trend that we’ve seen over the past couple of months. Edward A. Barnes: Right. Mike Linenberg - Bank of America Merrill Lynch: Thank you.

Your next question comes from William Greene from Morgan Stanley. Analyst for William Greene - Morgan Stanley: This is actually John filling in for Bill -- just a couple of quick questions. First, JetBlue has had a lot of success recently managing capacity down and kind of punctuated by what you guys highlighted, which is positive free cash flow this year. And we’ve seen that at some of the other low cost carriers as well, and I was just curious when you think sort of beyond 2010 into 2011 and forward, how should we be thinking about a new, kind of long-term capacity growth rate or range of growth rates, given that you’ve had this positive experience recently managing capacity more conservatively?

I think the -- a comment that I would share is we still look at JetBlue as a growth company and -- but there was an awful lot of calming down over the last couple of years, which really I think placed us well into the 2009 timeframe in this recessionary environment, the ability to really have visibility into potentially four profitable quarters and free cash flow. So I think all that said, the discipline within the company of truly financial metrics driving our growth so that we earn the right to take additional aircraft, that’s how we are really looking at the business and that said, I think even though we are not providing a look at 2010 ASMs as of yet, as we are finalizing our plan, this is still a growth company and as we have a considerable number of A320s and 190s in our order book, and I think we are really looking forward to deploying them, you know, playing some offense in the not-too-distant future. Edward A. Barnes: And John, I think what we’ve mentioned on previous calls is just getting JetBlue to kind of a sustainable growth model and I think key to that sustainable growth model is generating free cash flow. That’s not to say that we won't be opportunistic and take deliveries when we see the ability to do so but I think we are very committed to free cash flow and sustainable growth. Analyst for William Greene - Morgan Stanley: Okay, great and just on a separate topic, over the last couple of years the concept of monetizing live TV has come up in the past. Since then, you’ve taken more of an organic growth approach to live TV. Just given where the market is and sort of the rebound in general IPO activity, is the prospect of monetizing live TV sort of more interesting or more on your minds going forward, or are you still firmly in the organic growth camp?

Well, with regard to live TV, we remain convinced that it is not core to JetBlue and that at some point in time, we will have to enter into some sort of transaction or strategic alliance to further monetize our investment in live TV. The timing of that, I can't tell you. The market conditions probably right now are becoming more favorable but I don’t think they are at the point where we would be pursuing something at this time. Analyst for William Greene - Morgan Stanley: Okay, great. Thanks a lot.

Your next question comes from the line of Hunter Kay from Stifel Nicolaus. Hunter Kay - Stifel Nicolaus: I would like to press a little bit on first bag fee. Are you seeing significant enough share shift to justify not charging for first bag? I mean, LUV has been marketing its no fee campaign very heavily and they reported what I would describe as very strong load factor growth in September and 3Q as a whole, for that matter. But you guys have been I think relatively quiet on that front. Do you think your customers are aware of this, of the fact you don’t charge for first bag? And how are you approaching that?

I think that as we look at first bag fee, I’ll tell you, I think I would say never say never but all that said, we are in this process of converting over to Sabre and it’s a -- this is a big transition for any airline, certainly. We look at this as this is our next T5 project and so let’s make sure that we stand to really close to a lock-down in terms of additional movement, ancillary revenues or anything above and beyond what we have today. So we are right in the heart of the CSS change. We expect to convert into Sabre into early 2010. And that really gives us a very nice platform to take a look at many different options, including charging for the first bag fee. You know, when you start to take a look at customers who are paying a full line ticket and maybe other customers who are paying from some other bucket, I think that there is a -- people understand that. There is greater value if in fact you pay more -- that’s not unlike what we are seeing behind the heart of the adjustments we are making to the True Blue program. So I would want to manage your expectations that we are currently very close to a lock down and really focused on Sabre and that allows us some nice -- a nice platform to make changes in 2010. Hunter Kay - Stifel Nicolaus: Okay, great, yeah that’s what I figured. I just wanted to verify that. I appreciate that color. And my next question, with regard to -- I know you guys referenced some prudent investments, as you phrased it, and clearly your cash balance is sitting here, as you mentioned, very, very robust, among the best in the business. Can you maybe give us some hypothetical, non-aircraft investments where you may consider deploying that? And how that would contribute to maybe not necessarily long-term but also maybe near-term growth? Edward A. Barnes: Well, I think the way that we look at investments is in our infrastructure and in our crew members and in our brand and if you look at last year we completed our investment in T5. That was very successful. This year one of our core investments is Sabre, our customer service system. We are also in the process of looking at a data center move as well, so we increased pilot compensation this year. That’s another investment in the company’s culture, so we -- when I talk about prudent investments, those are the things that we think we have to have for long-term success at JetBlue. Hunter Kay - Stifel Nicolaus: Okay, great. Thanks a lot.

Your next question comes from the line of [Duane Fenningworth] from Raymond James. Duane Fenningworth - Raymond James: Most of my questions have been asked already. Just in terms of the business traveler and JetBlue, obviously we are in a business traveler downturn, looking for signs of a recovery. Do you have any metrics to sort of suggest what that is as a percent of your mix and how that might be changing? And just as a follow-on there, in terms of Sabre and some of the things that you are talking about, should we be viewing JetBlue as bringing sort of status to its product?

When I look at the business mix and historically we’ve talked about the strength of JetBlue in the past has been the leisure, the VFR traffic, and that has really played quite well into this recession. All that said, business traditionally, we’ve said in the past 15% to 20% of our traffic. Anecdotally, we believe that we are seeing a greater business mix. It’s interesting -- because of the booking curve, when somebody can book close in, you really don’t know the purpose of their trip. We do issue six surveys per flight and we get some nice feedback regarding the purpose of the trip but with the booking curve being so close in, it kind of skews some of the information traditionally you take a look at. I’d focus a little bit on like Boston and Baltimore. And when we start to take a look at traditionally, it may look more like a business market and we are very pleased. We started with four 190s as part of the pattern. We announced a fifth. We are very pleased with the point of sale exit Boston as well as exit BWI, and without going into a great deal of detail, we were -- the incredible amount of data that we received through the all-you-can jet campaign in terms of segments and where people were flying, which was really very helpful to us as well. So it’s anecdotal at this point but I do look at Boston/Baltimore as a really good indicator for us. Shorter haul tends to be east coast flying. In terms of the status change with Sabre, if I understand your question properly, like things like True Blue going into platinum and gold and silver levels, that type of thing and correct me if I’m wrong, I think we still take a look at JetBlue as a very democratic product. But that’s not to say that you don’t take a look at things like earning points based on share of wallet, or things like enhancements around even more leg room, or whatever the case might be. But I don’t see us moving into clubs, I don’t see us moving into defined programs based on loyalty. We really haven’t seen a need to do that in the past and again, I’d never say never but it’s really not part of the current dialog today. Duane Fenningworth - Raymond James: That’s great, and then just on the labor rate increases, when did those go through? When would we roundtrip them next year? And as we sort of make some assumptions around FTEs, what sort of rate increases should we be thinking about? Thanks. Edward A. Barnes: The adjustments to the pilot compensation went into affect 6/1. We accrued for those in the third quarter. The pay-out occurred in the fourth quarter, so I think it’s fair to say that about a half-year is already in there. One thing that we don’t have in this year that we will have in next year is some savings due to some efficiencies that we are going to put in in the next year that will somewhat offset some of those costs. The other thing that you are seeing in labor is really an increase in crew members related to the CSS implementation. We’ve hired some additional crew members to make sure that we have time to have adequate training for the crew members that are impacted by that implementation. So some of those efficiencies will certainly be seen in 2010. We haven’t finalized our budget for 2010 so I really can't give you an assumption for what you should assume on rates for next year. Duane Fenningworth - Raymond James: Okay, thanks.

Your next question comes from Gary Chase from Barclays Capital. Analyst for Gary Chase - Barclays Capital: It’s Dave [inaudible]. On the cost side, you mentioned you sort of have been consistently through the year beating your cost guidance. I’m just curious to get a little bit of a feel for where costs have been tracking better than you thought and just some sense of the sustainability of that.

I think we are pretty happy with the cost structure that we have today. Really on a long-term basis where we would like our cost structure to be is kind of between the ultra-low cost carriers and the legacy carriers. The places that we’ve beat our estimate this year has probably more to do with some conservatism that we’ve put into our guidance, more than anything that we’ve been surprised by. So I would say that our cost structure will tend to remain approximately where it’s at and position approximately where it’s at relative to our competitors. Analyst for Gary Chase - Barclays Capital: Okay, all right. And just going back to some of the labor questions, you’ve mentioned because of the no furlough policy, you’ve been a little bit overstaffed. Without fleet growth next year, is that something that gets a combination of utilization and attrition gets solved or is that something you see persisting for a while?

Yeah, I think -- again, we couldn’t be more pleased that again, as you fly through troubled air, the ability to collaborate with our work groups and we believe that voluntary programs as opposed to involuntary programs is how you build the enterprise for the long-term. And we take a look at, even in the third quarter this year, our departures were -- our stage length was down but our departures were up almost 8%, enplanements were up as well on a quarter over quarter basis in terms of close to 5%. And you start to take a look at departure driven and enplanement driven headcount, plus what is going on with CSS, so I mean, there’s an awful lot of parts that are moving in this synchronicity, tied into how we want to staff the airline. So we have nine new aircraft that we have the run-rate into next year. I think in my opening comments, I mentioned that -- or opening question, the ability to play some offense and seize upon some of the market opportunities that are out there. We have additional aircraft coming in 2011 and beyond of a considerable number, so as Ed mentioned, I think we are well-placed and I am very pleased that we have again collaboration with our workforce in terms of flying through tough times. Analyst for Gary Chase - Barclays Capital: Appreciate the color, thanks.

Your next question comes from Kevin Crissey from UBS. Kevin Crissey - UBS: I think you mentioned in your prepared remarks online travel agencies and I guess it was probably related to the Sabre conversion. Can you talk about what they represent from a bookings perspective or a revenue perspective? And maybe some commentary on what you are seeing in terms of them cutting back on their booking fees and whether you have lost any website direct sales?

Kevin, maybe at a high level, not going to really go into detail in terms of what we are seeing through GDSs and OTAs. We’ve talked in the past about GDS bookings and it would be much more relevant to the corporate customer. But from an OTA perspective, we have always looked at this as eyeballs in the past. It’s the ability to really market JetBlue and Sabre is going to allow us the capability to be a bit more surgical in terms of where we want to play and distribute and where we don’t want to. Kevin Crissey - UBS: I guess you are not going to comment on whether you are seeing any impact from say Expedia cutting booking fees and -- basically there is not as much of an incentive for people to go from Expedia to switch over and do JetBlue.com, whatever, right? So I’m just wondering if you could comment on that, or if you will comment on that.

I think just from an overarching comment, again what we are seeing through JetBlue.com, which is where we want to drive bookings into the airline, that remains strong and that’s core to us. And as we look at Sabre, that’s going to continue to be our focus. Granted, we are now into opportunities like Lufthansa, which drives a little bit different IT backbone. But in fact, I think we are very pleased with what we are seeing through the JetBlue.com website. Kevin Crissey - UBS: Okay, thank you.

Your next question comes from Daniel McKenzie from Next Generation. Daniel McKenzie - Next Generation Equity Research: I guess my question was somewhat similar to the last one, and that is how you are thinking about the revenue and cost magnitude of the move to the new reservation system and if I’m not mistaken, the primary difference after versus before is full global content versus partial local content distribution.

Well, Dan, I think that there is a lot of things that we are going to be able to do with Sabre versus [Navitair]. The changeover will affect not only how we can interact with alliance partners but also how we distribute our inventory through Sabre today, our ability to price our inventory as well, our corporate webpage will change -- there’s quite a few things changing with this system. It’s really -- the way we looked at it was the [Navitair] system wasn’t going to provide us with the future flexibility that we needed to play in the current market and so the upgrade was necessary. We think that it will be additive to our revenues. Certainly it is going to increase some of our costs but I think at the end of the day, we are going to be able to generate additional margin. Daniel McKenzie - Next Generation Equity Research: Understood. And then I guess my second question is how is JetBlue managing a potential operational hiccup if any from the two to three month shutdown of a runway at JFK, I guess starting next March?

Obviously the Bay runway at Kennedy and taking out one of the most important runways we think in North America, it’s a big deal. And very pleased though I think with the FAA and Port Authority, the carriers at Kennedy obviously were a significant player there. So that timeframe between at the end of March into the end of June, we all agreed that first of all, once the patient is on the table, do the whole project as opposed to strip it out over years or onto the midnight shifts. You end up with a much better product, so it reminds me of days back at Newark with the runway taken out about 12 years ago, which went very well. I’m expecting that we are going to see the same type of behaviors, if you will, by the big carriers and the rest of the carriers as we all tend to peak into the summer timeframe. You know, the ability to voluntarily limit operations to a winter schedule as opposed to going into the summer schedule, the ability to work with again the FAA in terms of what we are doing at Kennedy to prioritize Kennedy, vis-à-vis the other New York airports in weather events, because a runway is out of service. The Secretary of Transportation and FAA administrator were up in New York about two weeks ago addressing the airlines on this very specific issue, you know, tied into New York on-time performance. So I am feeling pretty optimistic about it, Dan, and all that said, it’s a really important runway and there will be challenges. We will end up with thunderstorms when you are not expecting it or wind configurations but I think again, it’s the right approach, it’s 100 days, take the pain and get it done the right way and then get into the summer flying. Daniel McKenzie - Next Generation Equity Research: Got it, so I think if I understood correctly, it sounds like everybody is planning to fly a winter schedule for those summer months?

Well, I wouldn’t say everybody because there are a lot of carriers that only operate one trip a day, right? So it’s a -- you know, the ability for them to seasonalize up to two -- I think the main thrust is the big players out at JFK and obviously we are one of those and we’ll look at making sure that -- you know, this past year to give you a feel for it, we are something like 180 trips per day. We will probably be something like 155 trips per day as we get into that runway construction timeframe. And I think we are seeing collaboration by the other large carriers at JFK to do the same. Daniel McKenzie - Next Generation Equity Research: Well, that’s great. I appreciate the perspective.

Your next question comes from Michael Derchin from FTN Equity Capital Markets. Michael Derchin - FTN Equity Capital Markets: You mentioned earlier that business travel represented about 15% to 20% of your total. Do you have a rough idea how much VFR is and how much resort is, by any chance?

You know, Mike, it -- by the way, we look forward to spending some time later this week, and I think that again, we’ve always looked at the leisure component of it and the VFR component of it as something that’s the bulk of that traffic, it’s that 80%-plus of our traffic that we have seen. And VFR, if you think about it, really does vary by market. And take the Caribbean and our growth down in the Caribbean, the demographics of what is happening in St. Martin are quite a bit different than what we are seeing in a Santiago, in the Dominican Republic in terms of the core leisure versus core VFR traffic. So I think the best way to think about it is still we are seeing an up-tick in business travel. By the way, there’s a lot of business travel in that part of the world too and something that is 15% to 20% in the past, that’s core business. Anecdotally we believe it is moving northbound and we couldn’t be more pleased with the leisure and the VFR traction that we’ve seen. Michael Derchin - FTN Equity Capital Markets: A separate subject, what about your move of headquarters? What is the status of that?

Sure. It’s a -- we’re -- in fact, we are speaking to you from Forest Hills today and we have leases that expire in Forest Hills as well as in a support center that we have up in [Daryan], Connecticut, and so I think there’s been a very thoughtful approach, not unlike T5, not unlike CSS, with a senior team leading the efforts in terms of -- are we remaining in New York, we’re taking a look at Orlando opportunities. We’ve been very transparent about this. I’d say we are really into somewhat of a jump-off between New York and Orlando and the ability to take advantage of synergies here in New York and Orlando. We’ve committed to our workforce, by the way, that we’d be communicating this in the first quarter of 2010, so that everybody can expect accordingly and make plans for the long-term. Michael Derchin - FTN Equity Capital Markets: Great. Thank you. Appreciate it.

Your next question comes from James Parker from Raymond James. James Parker - Raymond James: Just a couple of questions regarding capacity and flexibility that you have -- you have no more aircraft coming this year and in 2010. What is the upper limit through greater utilization to which you could increase capacity in 2010? And then secondly, at what point in capacity growth do you begin adding people?

I don’t think we are going to say what our upper bound is. It probably depends a lot on departures and stage length and other variables. I think we’ve been pretty transparent about the fact that we have some excess capacity in our system and I think if you look back, we’ve been able to get a lot more utilization out of our A320s specifically than what we are using them for today. That said, I think that we are pretty comfortable with where we are at today and the ability that we have to utilize those aircraft to a greater extent in 2010. If things get -- if the economic improvement is sustained, I think we also have access to aircraft in other areas as well. James Parker - Raymond James: And at what point from here would you actually begin to add full-time employees? Because you didn’t furlough anyone as you reduced capacity. As you build it back, at what point do you have to begin to add new people?

Well, I think that’s fairly aircraft specific when you look at pilots. Certainly as you add frequencies, you are going to be adding full-time equivalents into our operations. From a more corporate standpoint, we probably don’t require that many more heads to fly our current utilization or slightly higher. James Parker - Raymond James: Okay, thank you.

Your next question comes from Helane Becker from Jesup & Lamont. Helane Becker - Jesup & Lamont: Just one question that I don’t think it was asked -- on the JetBlue program you did in September, the jet anywhere program, was it -- I know you don’t want to talk a lot about it but was it successful enough that it is something you would repeat for other timeframes, other shoulder periods?

It certainly was successful for us and as we were looking at stimulating traffic into the trough, couldn’t be more pleased with the results and the comments about it being a certainly positive from a revenue perspective, plus the new flyers, the database, True Blue, and just the -- we put a value to the marketing buzz, it was significant as well. So I think our team truly believes that this is a little bit of the irreverence of JetBlue, that we can do things a little bit differently into the future and whether it’s trough or whether it’s into traditional strong periods, people like the idea of these type of passes. It was really, really embraced by customers -- by the way, crew members as well. Helane Becker - Jesup & Lamont: That’s interesting. I know you stopped it early because you were concerned about having the seats available for when people wanting to use it. From that perspective, were there some routes that were more heavily utilized, like say New York Florida or New York California than other routes, or was it just pretty much across the board, a system?

It was very eye opening in terms of what we saw with the demographics and the routes, and maybe even surprising in many ways too. While I won't go into details about geography, trans-con or Florida or short haul, I think why this was so successful is -- one of the reasons that we also closed out the sales early because of the volume that we were very pleased with but I think we wanted to make sure that we were successful with it and when you start to take a look also, the restrictions -- you know, there’s a reason why customers look at the airline industry I think with kind of like one eye, and that is there is always the nickel-and-diming and what is next in the mouse print? And this didn’t have any of that -- very little, I should say. You know, the taxes and what have you and let us know where you are going three days out and the seat is yours, but the loyalty that this further built for the JetBlue brand far and away exceeded our expectations. Helane Becker - Jesup & Lamont: Okay, thanks for your help.

Your next question comes from Will [Randall] from Citigroup. Will Randall - Citigroup: In terms of your goal of self-funding growth, when I think about 2011 aircraft capital expenditures of up slightly under $600 million, how should I be thinking about that, in terms of the level?

I think what you are looking at right now for 2011 is the firm commitments that we have for aircraft. I think what JetBlue has been able to show in the past is that we are pretty flexible with our fleet. We have really good relationships with our aircraft manufacturers, so it’s probably a little bit early to determine the exact number of aircraft that we need for 2011 or whether there wouldn’t be the ability to sell aircraft to get down to the number that we actually wanted. But I think I just want to leave you with the fact that we are committed to free cash flow and sustainable growth and we will make sure that the business plan drives that and not the fleet order book. Will Randall - Citigroup: And in terms of industry revenue, how should I think about it in terms of a recovery? Does JetBlue benefit less because that recovery will be predicated on the business traveler coming back? Or do you think you can gain share in terms of that market? It sounds like you think you do.

You know, I look at industry revenue that first of all, building the model for so it works in the downturn and I think there is -- the word that I would use is reset. And I think JetBlue is very well-positioned. I don’t know if that -- you know, when we start thinking about -- less so about market share but just this reset that’s going on and there is a customer that used to fly Boston down to Charlotte and pay $800 and as opposed to what we are seeing or, you know, into the Richmonds of the world -- you know, traditional business markets. There’s a reset that is going on. So I think that the more exposure, the more trial that we get, we are so well-positioned and business flyers, when they do board JetBlue, it’s kind of -- wow, it’s kind of nice on TVs to watch the business markets and the national news and the aircraft is quiet, and it’s a very nice business environment. So my sense is when the economy reboots itself to whatever level, granted the tide is going to raise all ships but I think we are really well-positioned with our network to take advantage of it. Will Randall - Citigroup: Thank you, and if I could just squeeze in one last one, in terms of quantifying your opportunity in terms of co-chairing with Lufthansa, can you give us any sense to that? And thank you again.

Well, I think, if I may, I think it’s right back to Mike’s earlier question. It’s so early and -- I mean, we are just -- we were out to sail less than just a couple of weeks ago and first travel on November 11th, so our commitment to being transparent though is there, as we’ve mentioned in the past. You know, Air [Lingos], 50 to 100 customers per day in our route system across Boston and Kennedy. The same type of transparency we believe that we will be able to provide regarding the Lufthansa traffic. I think the theme again that I would close on, our network at JFK and our new terminal at Kennedy and the opportunity to monetize JFK as a gateway, is a very, very important part of our strategy on a go-forward basis. Will Randall - Citigroup: Thanks again.

Our last question comes from Stephen O'Hara from Sidoti & Company. Stephen O'Hara - Sidoti & Company: I was hoping you could comment on some of the slot transactions in New York and any competitive changes you may be seeing from Southwest or any of the other carriers?

Well, I think it’s -- I think that as we look at -- and granted there is an awful lot that is happening with slots specifically at La Guardia airport and into DCA as well. I think the airlines that are participating in that for their business purposes, that’s probably a better question for them. How we are taking a look at what it will mean potentially if there is up-gauging of activity here at La Guardia, of course there is going to be an impact, right? Because capacity is such an important driver into revenue opportunities for us, so we’ll have to see what happens, assuming that that transaction is closed out. I think I’d be remiss if I didn’t comment on again our interest in also growing down in the Washington area, including down at Reagan National Airport. We’ve been on record with that in the past, so it’s interesting to see what is playing with the slot transactions. The Southwest, to your question, granted now growing at La Guardia, in Boston as well, and it appears that there is more growth that’s been announced in Boston than at La Guardia so far. Maybe that’s a result of slots, not sure but it’s a -- what we are seeing with this Boston/Baltimore is a very good indicator I think of the JetBlue brand and couldn’t be more pleased that we’ve already announced additional service with our foray into Boston/Baltimore. So keeping a keen eye on capacity here, Steve but again, feel very well-positioned in New York with not just Kennedy -- La Guardia, Newark, White Plains, and Stuart Newberg, five airports in our portfolio. Stephen O'Hara - Sidoti & Company: Okay, and then just real quickly, the change in the JetBlue from I guess a customer spend versus a mile standpoint, I mean, is this kind of the first change in the industry on that kind of a process? And do you think going forward, that will help kind of maybe improve the revenue aspect of that program?

I think mainly we are being -- we are reacting to feedback from our customer base and I think what we have heard from our customers is the ability to, especially those who may be flying shorter haul, the ability to be recognized, if you will, through the price of their ticket as opposed to the miles that they are flying, so I don’t know if this is an industry first or not here in North America but I think it’s -- it’s listening to our customers and making the changes. It’s things like last seat availability and it’s the ability to further build loyalty. At the end of the day, I mean, that’s what drives us. It’s loyalty. You can get a customer once. How do you get that customer for life? Stephen O'Hara - Sidoti & Company: All right, thank you very much.

This concludes our session with investors and analysts. With that, we will turn it over to Dave Barger for closing remarks.

Thanks, John. Just in closing, I would like to thank everyone for joining us on the phone today but I would also like to personally thank all of our crew members for a terrific effort, not just in the third quarter but ongoing as we are very close to our 10-year anniversary. And today as we celebrate our one-year birthday with terminal five, such an important part of our footprint in New York, it’s a very special day. So thanks for joining us today. We’ll talk to you again next quarter.