AIR LEASE CORP (Form: 10-Q, Received: 05/10/2018 16:13:12)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35121

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		27-1840403
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2000 Avenue of the Stars, Suite 1000N Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
(Do not check if a smaller reporting company)		Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At May 9, 2018, there were 103,989,227 shares of Air Lease Corporation’s Class A common stock outstanding.

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Air Lease Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended March 31, 2018

T ABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets—March 31, 2018 and December 31, 2017 (unaudited)	4
	Consolidated Statements of Income—Three Months Ended March 31, 2018 and 2017 (unaudited)	5
	Consolidated Statement of Shareholders' Equity—Three Months Ended March 31, 2018 (unaudited)	6
	Consolidated Statements of Cash Flows—Three Months Ended March 31, 2018 and 2017 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4	Controls and Procedures	26
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	27
Item 1A	Risk Factors	27
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3	Defaults Upon Senior Securities	27
Item 4	Mine Safety Disclosures	27
Item 5	Other Information	27
Item 6	Exhibits	28
	Signatures	30

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NOTE ABOUT FORWARD-LOOKING STATEMENT S

Statements in this quarterly report on Form 10-Q that are not historical facts may constitute “forward-looking statements,” including any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such statements, including as a result of the following factors, among others:

our inability to make acquisitions of, or lease, aircraft on favorable terms;

our inability to sell aircraft on favorable terms;

our inability to obtain additional financing on favorable terms, if required, to complete the acquisition of sufficient aircraft as currently contemplated or to fund the operations and growth of our business;

our inability to effectively oversee our managed fleet;

our inability to obtain refinancing prior to the time our debt matures;

impaired financial condition and liquidity of our lessees;

deterioration of economic conditions in the commercial aviation industry generally;

increased maintenance, operating or other expenses or changes in the timing thereof;

changes in the regulatory environment;

unanticipated impacts of the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), including as a result of changes in assumptions we make in our interpretation of the Tax Reform Act, guidance related to application of the Tax Reform Act that may be issued in the future, and actions that we may take as a result of our expected impact of the Tax Reform Act;

potential natural disasters and terrorist attacks and the amount of our insurance coverage, if any, relating thereto; and

the factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2017, and other SEC filings.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENT S

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEET S

(In thousands, except share and par value amounts)


	March 31, 2018		December 31, 2017
	(unaudited)
Assets
Cash and cash equivalents	$	252,491	$	292,204
Restricted cash		19,133		16,078
Flight equipment subject to operating leases		15,544,868		15,100,040
Less accumulated depreciation		(1,955,924)		(1,819,790)
		13,588,944		13,280,250
Deposits on flight equipment purchases		1,567,690		1,562,776
Other assets		516,588		462,856
Total assets	$	15,944,846	$	15,614,164
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	281,122	$	309,182
Debt financing, net of discounts and issuance costs		9,887,499		9,698,785
Security deposits and maintenance reserves on flight equipment leases		894,323		856,140
Rentals received in advance		106,844		104,820
Deferred tax liability		548,435		517,795
Total liabilities	$	11,718,223	$	11,486,722
Shareholders’ Equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding		—		—
Class A common stock, $0.01 par value; authorized 500,000,000 shares; issued and outstanding 103,979,834 and 103,621,629 shares at March 31, 2018 and December 31, 2017, respectively		1,040		1,036
Class B non-voting common stock, $0.01 par value; authorized 10,000,000 shares; no shares issued or outstanding		—		—
Paid-in capital		2,258,987		2,260,064
Retained earnings		1,966,596		1,866,342
Total shareholders’ equity	$	4,226,623	$	4,127,442
Total liabilities and shareholders’ equity	$	15,944,846	$	15,614,164

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOM E

(In thousands, except share and per share amounts)


		Three Months Ended March 31,
	2018		2017
	(unaudited)
Revenues
Rental of flight equipment	$	377,862	$	354,653
Aircraft sales, trading and other		3,347		5,534
Total revenues		381,209		360,187

Expenses
Interest		68,943		67,063
Amortization of debt discounts and issuance costs		8,022		8,992
Interest expense		76,965		76,055
Depreciation of flight equipment		136,134		123,909
Selling, general and administrative		23,359		22,572
Stock-based compensation		3,432		3,773
Total expenses		239,890		226,309
Income before taxes		141,319		133,878
Income tax expense		(30,668)		(48,941)
Net income	$	110,651	$	84,937

Net income per share of Class A and Class B common stock:
Basic	$	1.07	$	0.83
Diluted	$	1.00	$	0.78
Weighted-average shares outstanding
Basic		103,747,920		102,947,611
Diluted		112,230,410		111,429,926

Dividends declared per share	$	0.10	$	0.075

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUIT Y

(In thousands, except share and per share amounts)


				Class A			Class B Non-Voting
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Total
Balance at December 31, 2017	—	$	—	103,621,629	$	1,036	—	$	—	$	2,260,064	$	1,866,342	$	4,127,442
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	514,773		4	—		—		2,632		—		2,636
Stock-based compensation	—		—	—		—	—		—		3,432		—		3,432
Cash dividends (declared $0.10 per share)	—		—	—		—	—		—		—		(10,397)		(10,397)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(156,568)		—	—		—		(7,141)		—		(7,141)
Net income	—		—	—		—	—		—		—		110,651		110,651
Balance at March 31, 2018	—	$	—	103,979,834	$	1,040	—	$	—	$	2,258,987	$	1,966,596	$	4,226,623

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOW S

(In thousands)


	Three Months Ended March 31,
	2018		2017
	(unaudited)
Operating Activities
Net income	$	110,651	$	84,937
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		136,134		123,909
Stock-based compensation		3,432		3,773
Deferred taxes		30,668		48,941
Amortization of debt discounts and issuance costs		8,022		8,992
Amortization of prepaid lease costs		7,020		4,037
Gain on aircraft sales, trading and other activity		(765)		(7,264)
Changes in operating assets and liabilities:
Other assets		(25,605)		(20,359)
Accrued interest and other payables		(24,913)		(30,549)
Rentals received in advance		2,023		3,247
Net cash provided by operating activities		246,667		219,664
Investing Activities
Acquisition of flight equipment under operating lease		(362,519)		(597,254)
Payments for deposits on flight equipment purchases		(63,751)		(200,549)
Proceeds from aircraft sales, trading and other activity		—		96,840
Acquisition of aircraft furnishings, equipment and other assets		(54,970)		(51,464)
Net cash used in investing activities		(481,240)		(752,427)
Financing Activities
Issuance of common stock upon exercise of options and warrants		2,628		864
Cash dividends paid		(10,359)		(7,714)
Tax withholdings on stock-based compensation		(7,141)		(5,252)
Net change in unsecured revolving facility		(510,000)		(60,000)
Proceeds from debt financings		1,230,765		487,955
Payments in reduction of debt financings		(537,444)		(46,598)
Debt issuance costs		(2,623)		(1,531)
Security deposits and maintenance reserve receipts		48,754		56,165
Security deposits and maintenance reserve disbursements		(16,665)		(7,840)
Net cash provided by financing activities		197,915		416,049
Net decrease in cash		(36,658)		(116,714)
Cash, cash equivalents and restricted cash at beginning of period		308,282		290,802
Cash, cash equivalents and restricted cash at end of period	$	271,624	$	174,088
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $12,816 and $11,402 at March 31, 2018 and 2017, respectively	$	95,466	$	90,059
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest, deposits on flight equipment purchases and seller financing applied to acquisition of flight equipment and other assets applied to payments for deposits on flight equipment purchases	$	79,677	$	220,610
Cash dividends declared, not yet paid	$	10,397	$	7,736

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

NOTES TO CONSOLIDATE D FINANCIAL STATEMENTS

(Unaudited)

Note 1. Company Background and Overview

Air Lease Corporation (the “Company”, “ALC”, “we”, “our” or “us”) is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing new commercial jet transport aircraft directly from aircraft manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”), and leasing those aircraft to airlines throughout the world with the intention to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our operating lease portfolio to third parties, including other leasing companies, financial services companies and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. As of March 31, 2018, we owned a fleet of 253 aircraft, managed 49 aircraft and had 372 aircraft on order with aircraft manufacturers.

Note 2. Basis of Preparation and Critical Accounting Policies

The Company consolidates financial statements of all entities in which we have a controlling financial interest, including the accounts of any Variable Interest Entity in which we have a controlling financial interest and for which we are the primary beneficiary. All material intercompany balances are eliminated in consolidation. The accompanying Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

The accompanying unaudited consolidated financial statements include all adjustments, including only normal, recurring adjustments, which are in the opinion of management, necessary to present fairly the Company’s financial position, results of operations and cash flows at March 31, 2018, and for all periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results expected for the year ending December 31, 2018. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Maintenance Rights

For the three months ended March 31, 2018, the Company purchased two aircraft in the secondary market subject to existing leases. The total cost for the two aircraft was $73.3 million, which included maintenance right assets of $13.2 million. The Company did not purchase any aircraft in the secondary market subject to existing leases for the year ended December 31, 2017. As of March 31, 2018 and December 31, 2017, the Company had maintenance right assets, net of accumulated amortization of $56.8 million and $44.6 million, respectively. Maintenance right assets are included under flight equipment subject to operating lease in our Consolidated Balance Sheets.

Cash, cash equivalents and restricted cash

The Company considers cash and cash equivalents to be cash on hand and highly liquid investments with original maturity dates of 90 days or less. Restricted cash consists of pledged security deposits, maintenance reserves, and rental payments related to secured aircraft financing arrangements.

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The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows (in thousands):


	March 31, 2018		March 31, 2017
	(unaudited)
Cash and cash equivalents	$	252,491	$	155,758
Restricted cash	19,133		18,330
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$	271,624	$	174,088

Reclassifications

Certain reclassifications have been made in the 2017 consolidated financial statements to conform to the classifications in 2018.

Recently adopted accounting standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)”. The amendments in ASU 2014-09 supersede current revenue recognition requirements. The guidance specifically notes that lease contracts are a scope exception. ASU 2014-09 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Further, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

Effective January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective approach. Adopting this standard did not have a material impact to our consolidated financial statements and related disclosures. As the standard did not apply to lease contracts within the scope of FASB Accounting Standard Codification (“ASC”) 840 Leases, we evaluated the recognition of gains on sale of flight equipment under the scope of the new standard. Under ASU 2014-09, a performance obligation is satisfied and the related revenue recognized when control of the underlying goods or services related to the performance obligation is transferred to the customer. Our performance obligation associated with the sale of flight equipment is satisfied upon delivery of the flight equipment to a customer, which is the point in time where control of the underlying flight equipment has transferred to the buyer. At the time flight equipment is retired or sold, the cost and accumulated depreciation are removed from the related accounts and the difference, net of transaction price, is recorded as a gain or loss. Since there was no net income impact upon adoption of the new guidance, a cumulative effect adjustment to opening retained earnings was not deemed necessary.

In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230)”. The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows. The Company adopted ASU 2016-15 using the retrospective transition method. The adoption of this standard did not have an impact on the current period or prior period consolidated financial statements.

In November 2016, FASB issued ASU No. 2016-18 (“ASU 2016-18”), “Statement of Cash Flows (Topic 230): Restricted Cash”. ASU 2016-18 requires entities to present the aggregate changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, when cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, ASU 2016-18 requires a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. The Company adopted ASU 2016-18 retrospectively as of January 1, 2018. The adoption of this standard did not have a material impact on the current period or prior period consolidated financial statements.

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Note 3. Recently Issued Accounting Standards

In February 2016, FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842). The amendments in ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018 for public entities and is required to be applied using the modified retrospective transition approach. Early adoption is permitted. Based on our initial evaluation of the guidance, we noted that Lessor accounting is similar to the current model but the guidance will impact us in scenarios where we are the Lessee. We do not expect the impact of this standard to have a material impact on our consolidated financial statements. We will adopt the standard on January 1, 2019.

Note 4. Debt Financing

The Company's debt financing was comprised of the following at March 31, 2018 and December 31, 2017 (dollars in thousands):


	March 31, 2018		December 31, 2017
Unsecured
Senior notes	$	8,768,445	$	8,019,871
Revolving credit facility		337,000		847,000
Convertible senior notes		199,975		199,983
Term financings		195,016		203,704
Total unsecured debt financing		9,500,436		9,270,558
Secured
Term financings		458,371		484,036
Export credit financing		43,256		44,920
Total secured debt financing		501,627		528,956

Total debt financing		10,002,063		9,799,514
Less: Debt discounts and issuance costs		(114,564)		(100,729)
Debt financing, net of discounts and issuance costs	$	9,887,499	$	9,698,785

The Company’s secured obligations as of March 31, 2018 and December 31, 2017 are summarized below (dollars in thousands):


	March 31, 2018		December 31, 2017
Nonrecourse	$	198,541	$	205,906
Recourse		303,086		323,050
Total secured debt financing	$	501,627	$	528,956
Number of aircraft pledged as collateral		21		21
Net book value of aircraft pledged as collateral	$	1,171,129	$	1,184,264

Senior unsecured notes

As of March 31, 2018, the Company had $8.8 billion in senior unsecured notes outstanding. As of December 31, 2017, the Company had $8.0 billion in senior unsecured notes outstanding.

In January 2018, the Company issued (i) $550.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 2.50% and (ii) $700.0 million in aggregate principal amount of senior unsecured notes due 2025 that bear interest at a rate of 3.25%.

Unsecured revolving credit facility

During the quarter ended March 31, 2018, we increased the aggregate capacity of our unsecured revolving credit facility by $300.0 million to $4.1 billion.

In May 2018, the Company amended and extended its unsecured revolving credit facility whereby, among other things, the Company extended the final maturity date from May 5, 2021 to May 5, 2022 and increased the total revolving

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commitments to approximately $4.5 billion from approximately $4.1 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. As of May 10, 2018, lenders hold revolving commitments totaling approximately $4.0 billion that mature on May 5, 2022, commitments totaling $20.0 million that mature on May 5, 2021, commitments totaling approximately $247.7 million that mature on May 5, 2020, and commitments totaling $245.0 million that mature on May 5, 2019.

The total amount outstanding under our unsecured revolving credit facility was approximately $337.0 million and $847.0 million as of March 31, 2018 and December 31, 2017, respectively.

Maturities

Maturities of debt outstanding as of March 31, 2018 are as follows (in thousands):


Years ending December 31,
2018	$	838,490
2019		1,168,237
2020		1,202,623
2021		1,968,011
2022		1,226,884
Thereafter		3,597,818
Total	$	10,002,063

Note 5. Commitments and Contingencies

As of March 31, 2018 and through May 10, 2018, the Company had commitments to acquire a total of 372 new aircraft for delivery through 2023 as follows:


Aircraft Type	2018	2019	2020	2021	2022	Thereafter	Total
Airbus A321-200	2	—	—	—	—	—	2
Airbus A320/321neo (1)	12	36	27	22	25	25	147
Airbus A330-900neo	5	5	4	7	6	2	29
Airbus A350-900/1000	3	2	4	5	3	—	17
Boeing 737-7/8/9 MAX	10	27	28	35	34	—	134
Boeing 787-9/10	7	12	9	7	8	—	43
Total	39	82	72	76	76	27	372

(1)

Our Airbus A320/321neo aircraft orders include 55 long-range variants.

Airbus has informed us to expect several month delivery delays relating to certain aircraft scheduled for delivery in 2018 and 2019. The delays have been reflected in our commitment schedules above; however, we anticipate additional delivery delays not currently reflected in the schedules above. Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for aircraft delays greater than one year. Our purchase agreements contain similar clauses. As of May 10, 2018, none of our lease contracts were subject to cancellation.

Commitments for the acquisition of these aircraft and other equipment at an estimated aggregate purchase price (including adjustments for inflation) of approximately $27.0 billion at March 31, 2018 and through May 10, 2018 are as follows (in thousands):


Years ending December 31,
2018	$	3,502,489
2019		5,856,782
2020		5,573,672
2021		5,574,106
2022		4,966,650
Thereafter		1,478,734
Total	$	26,952,433

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We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $1.6 billion as of March 31, 2018 and December 31, 2017, which are subject to manufacturer performance commitments. If we are unable to satisfy our purchase commitments, we may be forced to forfeit our deposits. Further, we would be exposed to breach of contract claims by our lessees and manufacturers.

As of March 31, 2018, the Company had a non-binding commitment to acquire up to five A350-1000 aircraft. Deliveries of these aircraft are scheduled to commence in 2023 and continue through 2024.

Note 6. Net Earnings Per Share

Basic net earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if the effect of including these shares would be anti-dilutive. The Company’s two classes of common stock, Class A and Class B Non-Voting, have equal rights to dividends and income, and therefore, basic and diluted earnings per share are the same for each class of common stock. As of March 31, 2018, we did not have any Class B Non-Voting common stock outstanding.

Diluted net earnings per share takes into account the potential conversion of stock options, restricted stock units, and warrants using the treasury stock method and convertible notes using the if-converted method. For the three months ended March 31, 2018, the Company did not exclude any potentially dilutive securities, whose effect would have been anti-dilutive, from the computation of diluted earnings per share. The Company excluded 933,531 and 1,062,025 shares related to restricted stock units for which the performance metric had yet to be achieved as of March 31, 2018 and 2017, respectively.

The following table sets forth the reconciliation of basic and diluted net income per share (in thousands, except share and per share amounts):


	Three Months Ended March 31,
	2018		2017
Basic net income per share:
Numerator
Net income	$	110,651	$	84,937
Denominator
Weighted-average common shares outstanding		103,747,920		102,947,611
Basic net income per share	$	1.07	$	0.83
Diluted net income per share:
Numerator
Net income	$	110,651	$	84,937
Assumed conversion of convertible senior notes		1,739		1,424
Net income plus assumed conversions	$	112,390	$	86,361
Denominator
Number of shares used in basic computation		103,747,920		102,947,611
Weighted-average effect of dilutive securities		8,482,490		8,482,315
Number of shares used in per share computation		112,230,410		111,429,926
Diluted net income per share	$	1.00	$	0.78

Note 7. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring and Non-recurring Basis

The Company had no assets or liabilities which are measured at fair value on a recurring or non-recurring basis as of March 31, 2018 or December 31, 2017.

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Financial Instruments Not Measured at Fair Value

The fair value of debt financing is estimated based on the quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities, which would be categorized as a Level 2 measurement in the fair value hierarchy. The estimated fair value and book value of debt financing as of March 31, 2018 were both approximately $10.0 billion. The estimated fair value of debt financing as of December 31, 2017 was $10.0 billion compared to a book value of $9.8 billion.

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at March 31, 2018, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at March 31, 2018 and December 31, 2017 approximates their carrying value as reported on the consolidated balance sheet. The fair value of all these instruments would be categorized as Level 1 in the fair value hierarchy.

Note 8. Stock-based Compensation

On May 7, 2014, the stockholders of the Company approved the Air Lease Corporation 2014 Equity Incentive Plan (the “2014 Plan”). Upon approval of the 2014 Plan, no new awards may be granted under the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). As of March 31, 2018, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) remaining under the 2014 Plan is approximately 5,649,108, which includes 649,108 shares which were previously reserved for issuance under the 2010 Plan. Stock Options are generally granted for a term of 10 years and generally vest over a three year period. The Company has issued RSUs with four different vesting criteria: those RSUs that vest based on the attainment of book value goals, those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals, time based RSUs that vest ratably over a time period of three years and RSUs that cliff-vest at the end of a one or two year period. The Company has two types of book value RSUs — those that vest ratably over three years if the performance condition has been met, and those that vest at the end of a three-year period if the performance condition has been met. For the book value RSUs that vest at the end of the three-year period, the number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the percentage change in the Company's book value per share at the end of the vesting period. At each reporting period, the Company reassesses the probability of the performance condition being achieved and expense is recognized based upon management’s assessment. Book value RSUs for which the performance metric has not been met are forfeited. The TSR RSUs vest at the end of a three-year period. The number of TSR RSUs that will ultimately vest is based upon the percentile ranking of the Company’s TSR among a peer group. The number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the extent to which the TSR metric is achieved.

The Company recorded $3.4 million and $3.8 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2018 and 2017, respectively.

Stock Options

A summary of stock option activity for the three month period ended March 31, 2018 follows:


				Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands) (1)
Balance at December 31, 2017	2,858,158	$	20.37	2.49	$	79,230
Granted	—	$	—	—	$	—
Exercised	(131,363)	$	20.00	—	$	3,063
Forfeited/canceled	—	$	—	—	$	—
Balance at March 31, 2018	2,726,795	$	20.39	2.25	$	60,624
Vested and exercisable as of March 31, 2018	2,726,795	$	20.39	2.25	$	60,624

(1)

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of our Class A common stock as of the respective date.

As of March 31, 2018, all of the Company’s outstanding employee stock options had fully vested and there were no unrecognized compensation costs related to outstanding stock options as of March 31, 2018. As a result, there was no stock-based compensation expense related to Stock Options for the three months ended March 31, 2018 and 2017.

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The following table summarizes additional information regarding exercisable and vested stock options at March 31, 2018:


	Stock Options Exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	2,606,795	2.21
$28.80	120,000	3.07
$20.00 - $28.80	2,726,795	2.25

Restricted Stock Units

Compensation cost for stock awards is measured at the grant date based on fair value and recognized over the vesting period. The fair value of time based and book value RSUs is determined based on the closing market price of the Company’s Class A common stock on the date of grant, while the fair value of TSR RSUs is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period.

During the three months ended March 31, 2018, the Company granted 337,965 RSUs of which 84,478 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2018:


	Unvested Restricted Stock Units
		Weighted-Average
		Grant-Date
	Number of Shares	Fair Value
Unvested at December 31, 2017	1,163,700	$	40.24
Granted	337,965	$	47.74
Vested	(383,173)	$	42.68
Forfeited/canceled	(34,506)	$	47.95
Unvested at March 31, 2018	1,083,986	$	41.47
Expected to vest after March 31, 2018	1,117,788	$	41.60

The Company recorded $3.4 million and $3.8 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2018 and 2017, respectively.

As of March 31, 2018, there was $30.0 million of unrecognized compensation cost related to unvested stock-based payments granted to employees. Total unrecognized compensation cost will be recognized over a weighted-average remaining period of 2.22 years.

Note 9. Investments

On November 4, 2014, a wholly owned subsidiary of the Company entered into an agreement with a co-investment vehicle arranged by Napier Park Global Capital (US) LP (‘‘Napier Park’’) to participate in a joint venture and formed Blackbird Capital I, LLC (‘‘Blackbird I’’) for the purpose of investing in commercial aircraft and leasing them to airlines around the globe. We provide management services to the joint venture for a fee based upon aircraft assets under management. The Company’s non-controlling interest in Blackbird I is 9.5% and it is accounted for as an investment under the equity method of accounting. The Company's investment in Blackbird I was $33.0 million and $32.3 million as of March 31, 2018 and December 31, 2017, respectively, and is recorded in other assets on the Consolidated Balance Sheets.

On August 1, 2017, a wholly owned subsidiary of the Company entered into an agreement with a co-investment vehicle arranged by Napier Park to participate in a joint venture and formed Blackbird Capital II, LLC (‘‘Blackbird II’’)

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for the purpose of investing in commercial aircraft and leasing them to airlines around the globe. We provide management services to the joint venture for a fee based upon aircraft assets under management. The Company’s non-controlling interest in Blackbird II is 9.5% and it is accounted for as an investment under the equity method of accounting. The Company's investment in Blackbird II was $3.3 million as of March 31, 2018 and December 31, 2017 and is recorded in other assets on the Consolidated Balance Sheets. As of March 31, 2018, the Company's total unfunded commitment to Blackbird II was $19.0 million.

Note 10. Subsequent Events

On May 9, 2018, our board of directors approved a quarterly cash dividend of $0.10 per share on our outstanding common stock. The dividend will be paid on July 10, 2018 to holders of record of our common stock as of June 5, 2018.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

Air Lease Corporation is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing new commercial jet transport aircraft directly from aircraft manufacturers, such as Boeing and Airbus, and leasing those aircraft to airlines throughout the world with the intention to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our operating lease portfolio to third-parties, including other leasing companies, financial services companies and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. Our operating performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our indebtedness, supplemented by the gains from our aircraft sales and trading activities and our management fees.

During the three months ended March 31, 2018, we purchased and took delivery of four aircraft from our new order pipeline and purchased five incremental aircraft, ending the period with a total of 253 aircraft with a net book value of $13.6 billion. The weighted average lease term remaining on our operating lease portfolio was 6.7 years and the weighted average age of our fleet was 3.9 years as of March 31, 2018. Our fleet grew by 2.3% based on net book value of $13.6 billion as of March 31, 2018 compared to $13.3 billion as of December 31, 2017. In addition, we had a managed fleet of 49 aircraft as of March 31, 2018, compared to a managed fleet of 50 aircraft as of December 31, 2017. We have a globally diversified customer base comprised of 93 airlines in 56 countries. As of March 31, 2018, all of our aircraft in our operating lease portfolio were subject to lease agreements.

During the first quarter of 2018, we increased our total commitment with Boeing by eight aircraft. As of March 31, 2018, we had commitments to purchase 372 aircraft from Airbus and Boeing for delivery through 2023, with an estimated aggregate commitment of $27.0 billion. We ended the first quarter of 2018 with $23.5 billion in committed minimum future rental payments and placed 81% of our order book on long-term leases for aircraft delivering through 2020. This includes $10.2 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.3 billion in minimum future rental payments related to aircraft which will be delivered during the remainder of 2018 through 2022.

In January 2018, we issued (i) $550.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 2.50% and (ii) $700.0 million in aggregate principal amount of senior unsecured notes due 2025 that bear interest at a rate of 3.25%. In May 2018, we amended and extended our unsecured revolving credit facility whereby, among other things, we increased the total revolving commitments to approximately $4.5 billion and extended the final maturity date to May 5, 2022. Borrowings under our unsecured revolving credit facility will bear interest at LIBOR plus a margin of 1.05% per year. We ended the first quarter of 2018 with total debt outstanding, net of discounts and issuance costs, of $9.9 billion, of which 91.1% was at a fixed rate and 95.0% of which was unsecured. Our composite cost of funds increased to 3.28% as of March 31, 2018 from 3.20% as of December 31, 2017.

Our total revenues for the quarter ended March 31, 2018 increased by 5.8% to $381.2 million, compared to the quarter ended March 31, 2017. The increase in our revenues is primarily due to the increase in the book value of our operating lease portfolio. Our net income for the quarter ended March 31, 2018 was $110.7 million compared to $84.9 million for the quarter ended March 31, 2017. Our diluted earnings per share for the quarter ended March 31, 2018 was $1.00 compared to $0.78 for the quarter ended March 31, 2017. The increase in net income in the first quarter of 2018 as compared to 2017 was primarily due to an increase in our rental revenue resulting from an increase in the net book value of our operating lease portfolio and lower income tax expense as a result of the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”), which, among other things, lowered the corporate tax rate from 35% to 21% effective January 1, 2018.

Our adjusted net income before income taxes excludes the effects of certain non-cash items, one-time or non-recurring items, that are not expected to continue in the future and certain other items. Our adjusted net income before income taxes for the three months ended March 31, 2018 was $152.8 million or $1.38 per diluted share, compared to

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$146.6 million or $1.33 per diluted share for the three months ended March 31, 2017. Our adjusted margin before income taxes for the three months ended March 31, 2018 was 40.1% compared to 40.7% for the three months ended March 31, 2017. Adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the “Results of Operations” table for a discussion of adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income.

Our Fleet

Portfolio metrics of our fleet as of March 31, 2018 and December 31, 2017 are as follows:


	March 31, 2018			December 31, 2017

Aggregate fleet net book value	$	13.6	billion	$	13.3	billion
Weighted-average fleet age (1)		3.9	years		3.8	years
Weighted-average remaining lease term (1)		6.7	years		6.8	years

Owned fleet		253			244
Managed fleet		49			50
Order book		372			368
Total		674			662

Current fleet contracted rentals	$	10.2	billion	$	10.1	billion
Committed fleet rentals	$	13.3	billion	$	13.3	billion
Total committed rentals	$	23.5	billion	$	23.4	billion

(1)

Weighted-average fleet age and remaining lease term calculated based on net book value.

The following table sets forth the net book value and percentage of the net book value of our flight equipment subject to operating lease in the indicated regions based on each airline's principal place of business as of March 31, 2018 and December 31, 2017 (in thousands, except percentages):


	March 31, 2018				December 31, 2017
	Net Book				Net Book
Region	Value		% of Total		Value		% of Total
Europe	$	4,252,841	31.3	%	$	4,205,431	31.7	%
Asia (excluding China)		3,176,475	23.4	%		2,981,339	22.4	%
China		2,693,517	19.8	%		2,720,124	20.5	%
The Middle East and Africa		1,593,852	11.7	%		1,481,825	11.2	%
Central America, South America and Mexico		916,940	6.7	%		926,732	7.0	%
U.S. and Canada		593,421	4.4	%		599,367	4.5	%
Pacific, Australia and New Zealand		361,898	2.7	%		365,432	2.7	%
Total	$	13,588,944	100.0	%	$	13,280,250	100.0	%

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The following table sets forth the number of aircraft we leased by aircraft type as of March 31, 2018 and December 31, 2017:


	March 31, 2018			December 31, 2017
	Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	1	0.4	%	1	0.4	%
Airbus A320-200	42	16.6	%	40	16.4	%
Airbus A320-200neo	5	2.0	%	5	2.1	%
Airbus A321-200	29	11.4	%	29	11.9	%
Airbus A321-200neo	6	2.4	%	5	2.1	%
Airbus A330-200	15	5.9	%	15	6.2	%
Airbus A330-300	5	2.0	%	5	2.0	%
Airbus A350-900	3	1.2	%	2	0.9	%
Boeing 737-700	5	2.0	%	3	1.2	%
Boeing 737-800	103	40.7	%	102	41.8	%
Boeing 737-8 MAX	4	1.6	%	2	0.8	%
Boeing 767-300ER	1	0.4	%	1	0.4	%
Boeing 777-200ER	1	0.4	%	1	0.4	%
Boeing 777-300ER	24	9.5	%	24	9.8	%
Boeing 787-9	8	3.1	%	8	3.3	%
Embraer E190	1	0.4	%	1	0.3	%
Total	253	100.0	%	244	100.0	%

As of March 31, 2018 and through May 10, 2018, we had commitments to acquire a total of 372 new aircraft for delivery as follows:


Aircraft Type	2018	2019	2020	2021	2022	Thereafter	Total
Airbus A321-200	2	—	—	—	—	—	2
Airbus A320/321neo (1)	12	36	27	22	25	25	147
Airbus A330-900neo	5	5	4	7	6	2	29
Airbus A350-900/1000	3	2	4	5	3	—	17
Boeing 737-7/8/9 MAX	10	27	28	35	34	—	134
Boeing 787-9/10	7	12	9	7	8	—	43
Total	39	82	72	76	76	27	372

(1)

Our Airbus A320/321neo aircraft orders include 55 long-range variants.

As of March 31, 2018, we had a non-binding commitment to acquire up to five A350-1000 aircraft. Deliveries of these aircraft are scheduled to commence in 2023 and continue through 2024.

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Our lease placements are progressing in line with expectations. As of March 31, 2018 and through May 10, 2018, we have entered into contracts for the lease of new aircraft scheduled to be delivered as follows:


	Number of	Number
Delivery Year	Aircraft	Leased	% Leased
2018	39	39	100.0	%
2019	82	82	100.0	%
2020	72	35	48.6	%
2021	76	6	7.9	%
2022	76	2	2.6	%
Thereafter	27	—	—	%
Total	372	164

Aircraft industry and sources of revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines. In each of the last four calendar years, we derived more than 95% of our revenues from airlines domiciled outside of the U.S., and we anticipate that most of our revenues in the future will be generated from foreign customers.

Demand for air travel has consistently grown in terms of both passenger traffic and number of aircraft in service. The International Air Transport Association (“IATA”) reported passenger traffic up 7.6% year over year in 2017, exceeding the 10-year average annual growth rate. For the first quarter of 2018, global revenue passenger kilometers grew 7.2% year-on-year. The number of aircraft in service has grown steadily and the number of leased aircraft in the global fleet has increased. The long term outlook for aircraft demand remains robust due to increased passenger traffic and the need to replace aging aircraft.

The success of the commercial airline industry is linked to the strength of global economic development, which may be negatively impacted by macroeconomic conditions and geopolitical and policy risks. Nevertheless, across a variety of global economic conditions, the leasing industry has remained resilient over time. We remain optimistic about the long‑term growth prospects for air transportation. We see a growing demand for aircraft leasing in the broader industry and a role for us in helping airlines modernize their fleets to support the growth of the airline industry. However, with the growth in aircraft leasing worldwide, we are witnessing an increase in competition among aircraft lessors resulting in more variation in lease rates.

Liquidity and Capital Resources

Overview

We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and trading activity, and debt financings. We have structured ourselves with the goal to maintain investment-grade credit metrics and our debt financing strategy has focused on funding our business on an unsecured basis. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to another. In addition, we may, to a limited extent, utilize export credit financing in support of our new aircraft deliveries.

We ended the first quarter of 2018 with total debt outstanding, net of discounts and issuance costs, of $9.9 billion compared to $9.7 billion as of December 31, 2017. Our unsecured debt increased to $9.5 billion as of March 31, 2018 from $9.3 billion as of December 31, 2017. Our unsecured debt as a percentage of total debt increased slightly to 95.0% as of March 31, 2018 from 94.6% as of December 31, 2017.

We increased our cash flows from operations by 12.3% or $27.0 million, to $246.7 million for the three months ended March 31, 2018 as compared to $219.7 million for the three months ended March 31, 2017. Our cash flow used in investing activities was $481.2 million for the three months ended March 31, 2018, which resulted primarily from the purchase of aircraft. Our cash flow provided by financing activities was $197.9 million for the three months ended March 31, 2018, which resulted primarily from the issuance of unsecured notes during the first half of 2018, partially offset by the repayment of outstanding debt.

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We ended the first quarter of 2018 with available liquidity of $4.0 billion which is comprised of unrestricted cash of $252.5 million and undrawn balances under our unsecured revolving credit facility of $3.7 billion. We believe that we have sufficient liquidity to satisfy the operating requirements of our business through the next twelve months.

Our financing plan for the remainder of 2018 is focused on funding the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and trading activities, and debt financings. Our debt financing plan will remain focused on continuing to raise unsecured debt in the global bank and investment grade capital markets. In addition, we may utilize, to a limited extent, export credit financing in support of our new aircraft deliveries.

We are in compliance in all material respects with all covenants or other requirements in our debt agreements. While a ratings downgrade would not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the cost of certain financings. Our liquidity plans are subject to a number of risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2017.

Debt

Our debt financing was comprised of the following at March 31, 2018 and December 31, 2017 (in thousands, except percentages):


	March 31, 2018			December 31, 2017
Unsecured
Senior notes	$	8,768,445		$	8,019,871
Revolving credit facility		337,000			847,000
Convertible senior notes		199,975			199,983
Term financings		195,016			203,704
Total unsecured debt financing		9,500,436			9,270,558
Secured
Term financings		458,371			484,036
Export credit financing		43,256			44,920
Total secured debt financing		501,627			528,956

Total debt financing		10,002,063			9,799,514
Less: Debt discounts and issuance costs		(114,564)			(100,729)
Debt financing, net of discounts and issuance costs	$	9,887,499		$	9,698,785
Selected interest rates and ratios:
Composite interest rate (1)		3.28	%		3.20	%
Composite interest rate on fixed-rate debt (1)		3.29	%		3.27	%
Percentage of total debt at fixed-rate		91.07	%		85.42	%

(1)

This rate does not include the effect of upfront fees, undrawn fees or amortization of debt discounts and issuance costs.

Senior unsecured notes

As of March 31, 2018, we had $8.8 billion in senior unsecured notes outstanding. As of December 31, 2017, we had $8.0 billion in senior unsecured notes outstanding.

Unsecured revolving credit facility

During the quarter ended March 31, 2018, we increased the aggregate capacity of our unsecured revolving credit facility by $300.0 million to $4.1 billion.

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In May 2018, we amended and extended our unsecured revolving credit facility whereby, among other things, we extended the final maturity date from May 5, 2021 to May 5, 2022 and increased the total revolving commitments to approximately $4.5 billion from approximately $4.1 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. As of May 10, 2018, lenders hold revolving commitments totaling approximately $4.0 billion that mature on May 5, 2022, commitments totaling $20.0 million that mature on May 5, 2021, commitments totaling approximately $247.7 million that mature on May 5, 2020, and commitments totaling $245.0 million that mature on May 5, 2019.

The total amount outstanding under our unsecured revolving credit facility was approximately $337.0 million and $847.0 million as of March 31, 2018 and December 31, 2017, respectively.

Credit ratings

Our investment-grade credit ratings help us to lower our cost of funds and broaden our access to attractively priced capital.

The following table summarizes our current credit ratings:



Rating Agency	Long-term Debt	Corporate Rating	Outlook	Date of Last Ratings Action
Kroll Bond Ratings	A−	A−	Stable	December 15, 2017
Standard and Poor's	BBB	BBB	Stable	November 12, 2017
Fitch Ratings	BBB	BBB	Stable	July 24, 2017

While a ratings downgrade would not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the cost of our financings.

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Results of Operations

The following table presents our historical operating results for the three month periods ended March 31, 2018 and 2017 (in thousands, except share and per share amounts and percentages):


	Three Months Ended March 31,
	2018			2017
	(unaudited)
Revenues
Rental of flight equipment	$	377,862		$	354,653
Aircraft sales, trading and other		3,347			5,534
Total revenues		381,209			360,187
Expenses
Interest		68,943			67,063
Amortization of debt discounts and issuance costs		8,022			8,992
Interest expense		76,965			76,055
Depreciation of flight equipment		136,134			123,909
Selling, general and administrative		23,359			22,572
Stock-based compensation		3,432			3,773
Total expenses		239,890			226,309
Income before taxes		141,319			133,878
Income tax expense		(30,668)			(48,941)
Net income	$	110,651		$	84,937

Net income per share of Class A and B common stock
Basic	$	1.07		$	0.83
Diluted	$	1.00		$	0.78

Other financial data
Pre-tax profit margin		37.1	%		37.2	%
Adjusted net income before income taxes (1)	$	152,773		$	146,643
Adjusted margin before income taxes (1)		40.1	%		40.7	%
Adjusted diluted earnings per share before income taxes (1)	$	1.38		$	1.33

(1)

Adjusted net income before income taxes (defined as net income excluding the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items), adjusted margin before income taxes (defined as adjusted net income before income taxes divided by total revenues) and adjusted diluted earnings per share before income taxes (defined as adjusted net income before income taxes divided by the weighted average diluted common shares outstanding) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income, pre-tax profit margin, earnings per share, and diluted earnings per share, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes, are presented as supplemental disclosure because management believes they provide useful information on our earnings from ongoing operations.

Management and our board of directors use adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes to assess our consolidated financial and operating performance. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items from our operating results. Adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes, however, should not be considered in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes do not reflect our cash expenditures or changes in our cash requirements for our working capital needs. In addition, our calculation of adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes may differ from the adjusted net income before income taxes, adjusted

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margin before income taxes and adjusted diluted earnings per share before income taxes or analogous calculations of other companies in our industry, limiting their usefulness as a comparative measure.

The following tables show the reconciliation of net income to adjusted net income before income taxes and adjusted margin before income taxes (in thousands, except percentages):


	Three Months Ended
	March 31,
	2018			2017
Reconciliation of net income to adjusted net income before income taxes:	(unaudited)
Net income	$	110,651		$	84,937
Amortization of debt discounts and issuance costs		8,022			8,992
Stock-based compensation		3,432			3,773
Provision for income taxes		30,668			48,941
Adjusted net income before income taxes	$	152,773		$	146,643
Adjusted margin before income taxes (1)		40.1	%		40.7	%

(1)

Adjusted margin before income taxes is adjusted net income before income taxes divided by total revenues.

The following table shows the reconciliation of net income to adjusted diluted earnings per share before income taxes (in thousands, except share and per share amounts):


	Three Months Ended March 31,
	2018		2017
Reconciliation of net income to adjusted diluted earnings per share before income taxes:	(unaudited)
Net income	$	110,651	$	84,937
Amortization of debt discounts and issuance costs		8,022		8,992
Stock-based compensation		3,432		3,773
Provision for income taxes		30,668		48,941
Adjusted net income before income taxes	$	152,773	$	146,643
Assumed conversion of convertible senior notes		1,739		1,424
Adjusted net income before income taxes plus assumed conversions	$	154,512	$	148,067
Weighted-average diluted shares outstanding		112,230,410		111,429,926
Adjusted diluted earnings per share before income taxes	$	1.38	$	1.33

Three months ended March 31, 2018, compared to the three months ended March 31, 2017

Rental revenue

As of March 31, 2018, we owned 253 aircraft with a net book value of $13.6 billion and recorded $377.9 million in rental revenue for the quarter then ended, which included $0.8 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of March 31, 2017, we owned 243 aircraft with a net book value of $12.6 billion and recorded $354.7 million in rental revenue for the quarter ended March 31, 2017, which included overhaul revenue, net of amortization of initial direct costs, of $4.9 million. The increase in rental revenue was primarily due to the increase in net book value of our operating lease portfolio to $13.6 billion as of March 31, 2018 from $12.6 billion as of March 31, 2017.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $3.3 million for the three months ended March 31, 2018 compared to $5.5 million for the three months ended March 31, 2017. During the quarter ended March 31, 2018, we did not sell any aircraft from our operating lease portfolio. During the quarter ended March 31, 2017, we sold five aircraft from our operating lease portfolio.

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Interest expense

Interest expense totaled $77.0 million for the three months ended March 31, 2018 compared to $76.1 million for the three months ended March 31, 2017. The increase was primarily due to an increase in our aggregate debt balance offset by a decrease in our composite cost of funds. We expect that our interest expense will increase as our average debt balance outstanding continues to increase. Interest expense will also be impacted by changes in our composite cost of funds.

Depreciation expense

We recorded $136.1 million in depreciation expense of flight equipment for the three months ended March 31, 2018 compared to $123.9 million for the three months ended March 31, 2017. The increase in depreciation expense for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, is primarily attributable to the acquisition of additional aircraft during the last twelve months.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $23.4 million for the three months ended March 31, 2018 compared to $22.6 million for the three months ended March 31, 2017. Selling, general and administrative expense as a percentage of total revenue decreased to 6.1% for the three months ended March 31, 2018 compared to 6.3% for the three months ended March 31, 2017. As we continue to add new aircraft to our portfolio, we expect over the long-term, selling, general and administrative expense to decrease as a percentage of our revenue.

Taxes

The effective tax rate was 21.7% and 36.6% for the three months ended March 31, 2018 and 2017, respectively. The change in effective tax rate is primarily due to the impact of the Tax Reform Act. The Tax Reform Act significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

Net income

For the three months ended March 31, 2018, we reported consolidated net income of $110.7 million, or $1.00 per diluted share, compared to a consolidated net income of $84.9 million, or $0.78 per diluted share, for the three months ended March 31, 2017. Net income increased in the first quarter of 2018 as compared to 2017, primarily due to an increase in our rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease and the reduction of our tax expense resulting from the impact of the Tax Reform Act.

Adjusted net income before income taxes

For the three months ended March 31, 2018, we recorded adjusted net income before income taxes of $152.8 million, or $1.38 per diluted share, compared to an adjusted net income before income taxes of $146.6 million, or $1.33 per diluted share, for the three months ended March 31, 2017. The increase in adjusted net income before income taxes for the first quarter of 2018 compared to the first quarter of 2017 was primarily due to an increase in our rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease.

Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the “Results of Operations” table above for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income.

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Contractual Obligations

Our contractual obligations as of March 31, 2018, are as follows (in thousands):


	2018		2019		2020		2021		2022		Thereafter		Total
Long-term debt obligations	$	838,490	$	1,168,237	$	1,202,623	$	1,968,011	$	1,226,884	$	3,597,818	$	10,002,063
Interest payments on debt outstanding (1)		226,664		288,850		250,604		190,191		148,461		804,484		1,909,254
Purchase commitments		3,502,489		5,856,782		5,573,672		5,574,106		4,966,650		1,478,734		26,952,433
Operating leases		2,280		3,232		3,111		2,946		3,034		3,770		18,373
Total	$	4,569,923	$	7,317,101	$	7,030,010	$	7,735,254	$	6,345,029	$	5,884,806	$	38,882,123

(1)

Future interest payments on floating rate debt are estimated using floating rates in effect at March 31, 2018.

Off-Balance Sheet Arrangements

We have not established any unconsolidated entities for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries and created partnership arrangements or trusts for the purpose of leasing aircraft or facilitating borrowing arrangements, all of which are consolidated. We have investments in two joint ventures in which we own 9.5% of the equity of each joint venture. We account for our investment in these joint ventures using the equity method of accounting due to our level of influence and involvement in the joint ventures.

Critical Accounting Policies

Our critical accounting policies reflecting management’s estimates and judgments are described in our Annual Report on Form 10-K for the year ended December 31, 2017. We have reviewed recently adopted accounting pronouncements and determined that the adoption of such pronouncements is not expected to have a material impact, if any, on our consolidated financial statements. Accordingly, there have been no material changes to critical accounting policies in the three months ended March 31, 2018.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSUR ES ABOUT MARKET RISK

Market risk represents the risk of changes in value of a financial instrument, caused by fluctuations in interest rates and foreign exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.

Interest Rate Risk

The nature of our business exposes us to market risk arising from changes in interest rates. Changes, both increases and decreases, in our cost of borrowing, as reflected in our composite interest rate, directly impact our net income. Our lease rental stream is generally fixed over the life of our leases, whereas we have used floating-rate debt to finance a significant portion of our aircraft acquisitions. As of March 31, 2018 and December 31, 2017, we had $0.9 billion and $1.4 billion in floating-rate debt outstanding, respectively. If interest rates increase, we would be obligated to make higher interest payments to our lenders. If we incur significant fixed-rate debt in the future, increased interest rates prevailing in the market at the time of the incurrence of such debt would also increase our interest expense. If our composite rate were to increase by 1.0%, we would expect to incur additional interest expense on our existing indebtedness of approximately $8.9 million and $14.3 million as of March 31, 2018 and December 31, 2017, respectively, each on an annualized basis, which would put downward pressure on our operating margins. Further, as of March 31, 2018, 91.1% of our total debt incurred interest at a fixed rate.

We also have interest rate risk on our forward lease placements. This is caused by us setting a fixed lease rate in advance of the delivery date of an aircraft. The delivery date is when a majority of the financing for an aircraft is arranged. We partially mitigate the risk of an increasing interest rate environment between the lease signing date and the delivery date of the aircraft by having interest rate adjusters in a majority of our forward lease contracts which would adjust the final lease rate upward if certain benchmark interest rates are higher at the time of delivery of the aircraft than at the lease signing date.

Foreign Exchange Rate Risk

We attempt to minimize currency and exchange risks by entering into aircraft purchase agreements and a majority of lease agreements and debt agreements with U.S. dollars as the designated payment currency. Thus, most of our revenue and expenses are denominated in U.S. dollars. As of March 31, 2018 and December 31, 2017, approximately 1.0% of our lease revenues were denominated in Euros. As our principal currency is the U.S. dollar, fluctuations in the U.S. dollar as compared to other major currencies should not have a significant impact on our future operating results.

ITEM 4. CONTROLS AND PROCEDURE S

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as the Company’s controls are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

We have evaluated, under the supervision and with the participation of management, including the Certifying Officers, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of March 31, 2018. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at March 31, 2018.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Effective January 1, 2018, we implemented ASU 2014-09 and given its limited impact, we made certain revisions to existing controls to conform to the new five-step model provided in the revenue standard, including enhanced contract review requirements and other ongoing monitoring activities. These controls were designed to provide assurance at a reasonable level of the fair presentation of our consolidated financial statements and related disclosures.

PART II—OTHER INFORMATIO N

ITEM 1. LEGAL PROCEEDING S

From time to time, we may be involved in litigation and claims incidental to the conduct of our business in the ordinary course. Our industry is also subject to scrutiny by government regulators, which could result in enforcement proceedings or litigation related to regulatory compliance matters. We are not presently a party to any enforcement proceedings or litigation related to regulatory compliance matters or material legal proceedings. We maintain insurance policies in amounts and with the coverage and deductibles we believe are adequate, based on the nature and risks of our business, historical experience and industry standards.

ITEM 1A. RISK FACTOR S

There have been no material changes in our risk factors from those discussed under “Part I—Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 2. UNREGISTERE D SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 8, 2018, a holder of our 3.875% convertible senior notes due 2018 (“Convertible Notes”) converted $8,000 in principal amount of our Convertible Notes and received 271 shares of Class A Common Stock at a per share conversion price of $29.42. The shares were issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIE S

None

ITEM 4. MINE SAFETY DISCLOSURE S

None

ITEM 5. OTHER INFORMATIO N

None

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ITEM 6. EXHIBIT S


3.1	Restated Certificate of Incorporation of Air Lease Corporation (incorporated by reference to Exhibit 3.1 to Air Lease Corporation's Registration Statement on Form S-1 filed on January 14, 2011 (File No. 333-171734)).

3.2	Fourth Amended and Restated Bylaws of Air Lease Corporation (incorporated by reference to Exhibit 3.1 to Air Lease Corporation's Current Report on Form 8-K filed on March 27, 2018 (File No. 001-35121)).

4.1	Sixteenth Supplemental Indenture, dated as of January 16, 2018, by and between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee, relating to 2.500% Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to Air Lease Corporation's Current Report on 8-K filed on January 16, 2018 (File No. 001-35121)).

4.2	Seventeenth Supplemental Indenture, dated as of January 16, 2018, by and between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee, relating to 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Air Lease Corporation's Current Report on Form 8-K filed on January 16, 2018 (File No. 001-35121)).

10.1	Form of Grant Notice (Time-Based Vesting) and Form of Restricted Stock Units Award (Time-Based Vesting) Agreement for Messrs. John L. Plueger and Steven F. Udvar-Házy under the Air Lease Corporation 2014 Equity Incentive Plan, for awards granted beginning February 20, 2018.

10.2	Form of Grant Notice and Form of Book Value and Total Stockholder Return Restricted Stock Units Award Agreements for officers (Executive Vice President and below) and other employees under the Air Lease Corporation 2014 Equity Incentive Plan, for awards granted beginning February 20, 2018.

10.3	Form of Grant Notice and Form of Book Value and Total Stockholder Return Restricted Stock Units Award Agreements for Messrs. John L. Plueger and Steven F. Udvar-Házy under the Air Lease Corporation 2014 Equity Incentive Plan, for awards granted beginning February 20, 2018.

10.4	Form of Grant Notice (Time-Based Vesting) and Form of Restricted Stock Units Award (Time-Based Vesting) Agreement for officers (Executive Vice President and below) and other employees under the Air Lease Corporation 2014 Equity Incentive Plan, for awards granted beginning February 20, 2018.

10.5	Fourth Amendment, dated May 5, 2018, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as Borrower, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.1 to Air Lease Corporation's Current Report on Form 8-K filed on May 3, 2018 (File No. 001-35121)).

10.6†	Amendment No. 22 to A320 NEO Family Purchase Agreement, dated February 16, 2018, by and between Air Lease Corporation and Airbus S.A.S.

10.7†	Supplemental Agreement No. 17 to Purchase Agreement No. PA-03791, dated March 29, 2018, by and between Air Lease Corporation and The Boeing Company .

10.8	Commitment Increase Supplement, dated February 7, 2018, to the Second Amended and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the several lenders from time to time parties thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.11 to Air Lease Corporation's Current Report on Form 10-K filed on February 22, 2018 (File No. 001-35121)).

10.9	New Lender Supplement, dated February 1, 2018, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as Borrower, the several lenders from time to time party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 to Air Lease Corporation's Current Report on Form 10-K filed on February 22, 2018 (File No. 001-35121)).

10.10	New Lender Supplement, dated March 27, 2018, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as Borrower, the several lenders from time to time party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent.

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12.1	Computation of Ratio of Earnings to Fixed Charges.

31.1	Certification of the Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Executive Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of the Chief Executive Officer and President Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2	Certification of the Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase


†	The registrant has omitted confidential portions of the referenced exhibit and filed such confidential portions separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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SIGNATURE S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AIR LEASE CORPORATION

May 10, 2018	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)

May 10, 2018	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

JLP/SUH

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS (TIME-BASED)

FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease Corporation 2014 Equity Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, and any Individual Agreement (as defined in the Plan) to which any Participant is a party, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s Class A common stock, par value $0.01 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan, the Standard Terms and Conditions and any Individual Agreement to which the Participant is a party. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:
Grant Date:
Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A attached hereto

By accepting this Grant Notice, Participant acknowledges that he has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, the Standard Terms and Conditions, and any Individual Agreement to which the Participant is a party.


AIR LEASE CORPORATION
		Participant Signature
By
Title:

SCHEDULE A

The Restricted Stock Units will be subject to time vesting conditions, and will vest as follows:


Percentage	Vesting Date


	Final Vesting Date

*Whole shares only

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS (TIME-BASED)

These Standard Terms and Conditions apply to the Award of restricted stock units granted pursuant to the Air Lease Corporation 2014 Equity Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Air Lease Corporation, a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, the Plan, and any Individual Agreement to which any Participant is a party, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions, the Plan, or any Individual Agreement, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Internal Revenue Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or by the Participant for “Good Reason” under the circumstances described below or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under this Section 4, Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

Termination due to death or Disability . In the event of Participant’s Termination of Service by reason of Participant’s death or Disability, all of the Restricted Stock Units subject to this Award shall immediately vest in full.

Termination without Cause by the Company or by the Participant for Good Reason Other Than Within Twenty-Four (24) Months following a Change in Control. In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, other than within twenty-four (24) months following a Change in Control, the Participant shall immediately vest on a pro-rata basis in that number of Restricted Stock Units equal to the product of (a) (i) a fraction, the numerator of which is the total number of Restricted Stock Units subject to the Award, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed between the Grant Date to the date of Termination of Service (inclusive), and the denominator of which is the total number of days between the Grant Date to the Final Vesting Date as set forth on Schedule A (inclusive) minus (b) any Restricted Stock Units that vested prior to such Termination of Service.

Termination without Cause by the Company or by the Participant for Good Reason Within Twenty-Four (24) months following a Change in Control. In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, within twenty-four (24) months following a Change in Control, all the Restricted Stock Units subject to this Award shall immediately vest.

Any Restricted Stock Units that vest in accordance with this Section 4 shall be settled as soon as reasonably practicable following Termination of Service, and in all events no later than March 15 of the year following the year of Termination of Service (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code) and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(ii) the material reduction of the Participant’s authority, duties and responsibilities, or the assignment to the Participant of duties materially inconsistent with the Participant’s position or positions with the Company;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Participant provides to the Company a notice of termination on account thereof (specifying a termination date not less than thirty (30) days and not more than sixty (60) days after the giving of such notice) no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Participant’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date such notice of termination is given to cure such

event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger .

7. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

8. INCOME TAXES

Subject to compliance with all applicable laws, upon any delivery of shares of Common Stock in respect of the Restricted Stock Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then Fair Market Value, to satisfy any applicable withholding obligations of the Company with respect to such delivery of shares at any applicable withholding rates. In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Restricted Stock Units, the Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

The tax withholding provisions of this Section 8 shall apply to the Restricted Stock Units and to all other outstanding restricted stock unit or other outstanding equity awards. This Section 8 shall, and hereby does, supersede and replace any tax withholding or similar provision contained in any Grant Notice, Standard Terms and Conditions or award agreement entered into prior to the date hereof.

9. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of.

10. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded, except for the express terms of any Individual Agreement to which the Participant is a party.

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

12. RECOUPMENT

The Restricted Stock Units and the shares of Common Stock underlying the Restricted Stock Units shall be subject to any recoupment policies as may be adopted by the Company from time to time, including but not limited to for the purpose of complying with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and regulations thereunder promulgated by the Securities Exchange Commission.

13. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. Any Individual Agreement to which the Participant is a party shall control, to the extent such agreement contains provisions governing the Award.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

Exhibit 10.10

Execution Version

NEW LENDER SUPPLEMENT

SUPPLEMENT, dated as of March 27, 2018, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014, as amended by the First Amendment dated as of June 1, 2015, by the Second Amendment dated as of May 27, 2016, by the Third Amendment dated as of May 2, 2017 and as further amended, supplemented or otherwise modified from time to time (the “ Credit Agreement ”) among AIR LEASE CORPORATION, a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “ Administrative Agent ”).

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in Section 2.1(c) thereof that any bank, financial institution or other entity may become a party to the Credit Agreement with the consent of the Borrower and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld) by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned now desires to become a party to the Credit Agreement;

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this Supplement is accepted by the Borrower and the Administrative Agent (or on such other date as may be agreed upon among the undersigned, the Borrower and the Administrative Agent), become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $125,000,000.

2. The undersigned (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement.

3. The undersigned hereby confirms and agrees that the Termination Date in respect of its Commitment is May 5, 2021.

4. The address for notices for the undersigned for the purposes of the Credit Agreement is as follows:

Credit Contact:

Regions Bank

1180 West Peachtree Street NW

Atlanta, GA 30309

Attention: Dietrich Moor / Andrew Staszesky

Telephone: 212-935-7226 / 404-279-7538

Email: dietrich.moor@regions.com / andrew.staszesky@regions.com

Operations Contact:

Regions Bank

201 Milan Parkway

Birmingham, AL 35211

Attention: Ferehiwot Tefera / Kelsey Davis

Telephone: 205-420-7736 / 205-420-7725

Email: sncservices@regions.com

5. Terms defined in the Credit Agreement shall have their defined meanings when used herein.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


	REGIONS BANK

	By:	/s/ Andrew Staszesky
		Name: Andrew Staszesky
		Title: Vice President

[Signature Page to New Lender Supplement]

Accepted and agreed to as of

the date first written above:

AIR LEASE CORPORATION

By:	/s/ Gregory B. Willis
	Name: Gregory B. Willis
	Title: Executive Vice President and Chief Financial Officer

[Signature Page to New Lender Supplement]

Accepted and agreed to as of

the date first written above:

JPMORGAN CHASE BANK, N.A. as Administrative Agent

By:	/s/ Cristina Caviness
	Name: Cristina Caviness
	Title: Vice President

[Signature Page to New Lender Supplement]

Exhibit 10.2

BV-TSR FOR EXECUTIVE OFFICERS AND UNDER

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS – BOOK VALUE

FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”) hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease Corporation 2014 Equity Incentive Plan (the “Plan”), the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, and any Individual Agreement (as defined in the Plan) to which any Participant is a party, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s Class A common stock, par value $0.01 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan, the Standard Terms and Conditions, and any Individual Agreement to which the Participant is a party. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:
Grant Date:
Target Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A , attached hereto.

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, the Standard Terms and Conditions, and any Individual Agreement to which the Participant is a party.


AIR LEASE CORPORATION
			Participant Signature
By
Title:			Address (please print):

SCHEDULE A

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

1. TERMS OF RESTRICTED STOCK UNITS

2. VESTING OF RESTRICTED STOCK UNITS

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following certification by the administrator of the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or by the Participant for “Good Reason”, under the circumstances described below or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

Termination due to death or Disability . In the event of Participant’s Termination of Service by reason of the Participant’s death or Disability, all of the unvested Restricted Stock Units shall remain subject to this Award and continue vesting during the Performance Period, and Participant shall be entitled to vest in the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such vesting date (except as otherwise provided in any Individual Agreement).

Termination without Cause by the Company Other Than Within Twenty-Four (24) Months following a Change in Control . In the event of Participant’s Termination of Service by the Company without Cause other than within twenty-four (24) months following a Change in Control, the Participant shall remain subject to this Award during the Performance Period and Participant shall be entitled to vest prorata in that number of Restricted Stock Units equal to the product of (i) a fraction, the numerator of which is the number of days that have elapsed between the first day of the Performance Period and the date of Termination of Service, (inclusive) and the denominator of which is the total number of days in the Performance Period and (ii) the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such vesting date (except as otherwise provided in any Individual Agreement).

Termination without Cause by the Company or by the Participant for Good Reason within Twenty-Four (24) months following a Change in Control . In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, within twenty-four (24) months following a Change in Control, the Participant shall immediately vest in the Target Number of Restricted Stock Units. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled as soon as reasonably practicable following Termination of Service, and in all events no later than March 15 of the year following the year of Termination of Service

(unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

7. RESTRICTIONS ON RESALES OF SHARES

by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

8. INCOME TAXES

9. NON-TRANSFERABILITY OF AWARD

10. OTHER AGREEMENTS SUPERSEDED

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

12. RECOUPMENT

13. GENERAL

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the

Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS - TSR

Name of Participant:
Grant Date:
Target Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A , attached hereto.


AIR LEASE CORPORATION
			Participant Signature
By
Title:			Address (please print):

SCHEDULE A

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

1. TERMS OF RESTRICTED STOCK UNITS

2. VESTING OF RESTRICTED STOCK UNITS

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following certification by the administrator of the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or by the Participant for “Good Reason”, under the circumstances described below or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

Termination due to death or Disability. In the event of Participant’s Termination of Service by reason of the Participant’s death or Disability, all of the unvested Restricted Stock Units shall remain subject to this Award and continue vesting during the Performance Period and Participant shall be entitled to vest in the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement).

Termination by the Company without Cause Other than Within Twenty-Four (24) Months following a Change in Control . In the event of Participant’s Termination of Service by the Company without Cause other than within twenty-four (24) months following a Change in Control, the Restricted Stock Units shall remain subject to this Award during the Performance Period and Participant shall be entitled to vest pro rata in that number of Restricted Stock Units equal to the product of (i) the fraction, the numerator of which is the number of days that have elapsed between the first day of the Performance Period and the date of Termination of Service, inclusive, and the denominator of which is the total number of days in the Performance Period and (ii) the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled pursuant to Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement).

Termination by the Company without Cause or by the Participant for Good Reason within Twenty-Four (24) months following a Change in Control. In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, within twenty-four (24) months following a Change in Control, Participant shall immediately vest in the Target Number of Restricted Stock Units. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled as soon as reasonably practicable following Termination of Service, and in

all events no later than March 15 of the year following the year of Termination of Service (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code) and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement ).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

7. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other

subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

8. INCOME TAXES

9. NON-TRANSFERABILITY OF AWARD

10. OTHER AGREEMENTS SUPERSEDED

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

12. RECOUPMENT

13. GENERAL

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

Exhibit 10.3

JLP/SUH BV/TSR

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS – BOOK VALUE


Name of Participant:
Grant Date:
Target Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A , attached hereto.


AIR LEASE CORPORATION
			Participant Signature
By
Title:			Address (please print):

SCHEDULE A

“

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

1. TERMS OF RESTRICTED STOCK UNITS

2. VESTING OF RESTRICTED STOCK UNITS

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following certification by the administrator of the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or by the Participant for “Good Reason”, under the circumstances described below or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

Termination due to death or Disability . In the event of Participant’s Termination of Service by reason of the Participant’s death or Disability, all of the unvested Restricted Stock Units shall remain subject to this Award and continue to vest during the Performance Period, and Participant shall be entitled to vest in the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such vesting date (except as otherwise provided in any Individual Agreement).

Termination without Cause by the Company or by the Participant for Good Reason Other than Within Twenty-Four (24) months following a Change in Control . In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, other than within twenty-four (24) months following a Change in Control, the Participant shall remain subject to this Award during the Performance Period and Participant shall be entitled to prorata vesting in that number of Restricted Stock Units equal to the product of (i) a fraction, the numerator of which is the number of days that have elapsed between the first day of the Performance Period and the date of Termination of Service, (inclusive) and the denominator of which is the total number of days in the Performance Period and (ii) the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such vesting date (except as otherwise provided in any Individual Agreement).

immediately vest in the Target Number of Restricted Stock Units. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled as soon as reasonably practicable following Termination of Service, and in all events no later than March 15 of the year following the year of Termination of Service (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

7. RESTRICTIONS ON RESALES OF SHARES

8. INCOME TAXES

9. NON-TRANSFERABILITY OF AWARD

10. OTHER AGREEMENTS SUPERSEDED

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

12. RECOUPMENT

13. GENERAL

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

Participant is a party shall control, to the extent such agreement contains provisions governing the Award.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS - TSR

Name of Participant:
Grant Date:
Target Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A , attached hereto.


AIR LEASE CORPORATION
			Participant Signature
By
Title:			Address (please print):

SCHEDULE A

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

1. TERMS OF RESTRICTED STOCK UNITS

2. VESTING OF RESTRICTED STOCK UNITS

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following certification by the administrator of the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or by the Participant for “Good Reason”, under the circumstances described below or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

Termination due to death or Disability. In the event of Participant’s Termination of Service by reason of the Participant’s death or Disability, all of the unvested Restricted Stock Units shall remain subject to this Award and continue vesting during the Performance Period and Participant shall be entitled to vest in the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled in accordance with Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement).

Termination by the Company without Cause or by the Participant for Good Reason Other than Within Twenty-Four (24) months following a Change in Control . In the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, other than within twenty-four (24) months following a Change in Control, the Restricted Stock Units shall remain subject to this Award during the Performance Period and Participant shall be entitled to vest pro rata in that number of Restricted Stock Units equal to the product of (i) the fraction, the numerator of which is the number of days that have elapsed between the first day of the Performance Period and the date of Termination of Service, inclusive, and the denominator of which is the total number of days in the Performance Period and (ii) the number of Restricted Stock Units that would have otherwise vested had the Participant remained employed through the end of the Performance Period, subject to the performance of the Company during the Performance Period. Any Restricted Stock Units that vest in accordance with the immediately preceding sentence shall be settled pursuant to Section 3 above and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement).

15 of the year following the year of Termination of Service (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code) and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the end of the Performance Period (except as otherwise provided in any Individual Agreement).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

7. RESTRICTIONS ON RESALES OF SHARES

8. INCOME TAXES

9. NON-TRANSFERABILITY OF AWARD

10. OTHER AGREEMENTS SUPERSEDED

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

12. RECOUPMENT

13. GENERAL

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

Participant is a party shall control, to the extent such agreement contains provisions governing the Award.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

Exhibit 10.4

EXECUTIVE OFFICERS AND BELOW

FORM OF

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS (TIME-BASED)

Name of Participant:
Grant Date:
Number of restricted stock units subject to the Award:
Vesting Schedule:	See Schedule A attached hereto


AIR LEASE CORPORATION
			Participant Signature
By
Title:

SCHEDULE A

The Restricted Stock Units will be subject to time vesting conditions, and will vest as follows:


Percentage	Vesting Date


	Final Vesting Date

*Whole shares only

FORM OF

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS (TIME-BASED)

1. TERMS OF RESTRICTED STOCK UNITS

2. VESTING OF RESTRICTED STOCK UNITS

3. SETTLEMENT OF RESTRICTED STOCK UNITS

4. TERMINATION OF EMPLOYMENT

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

7. RESTRICTIONS ON RESALES OF SHARES

8. INCOME TAXES

9. NON-TRANSFERABILITY OF AWARD

10. OTHER AGREEMENTS SUPERSEDED

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

12. RECOUPMENT

13. GENERAL

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

EXHIBIT 10.6

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N°22

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 1/9

AMENDMENT N°22 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment n°22 (the “ Amendment N°22 ”) dated 16 February 2018 is made

BETWEEN:

AIRBUS S.A.S. , a société par actions simplifiée, created and existing under French law having its registered office at 2 Rond‑Point Emile Dewoitine, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the " Seller "),

and

AIR LEASE CORPORATION , a corporation organised and existing under the laws of the State of Delaware, U.S.A., having its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “ Buyer ”).

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103377 on 10 May 2012 for the manufacture and sale by the Seller and purchase by the Buyer of thirty-six (36) firm A320 NEO Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “ Purchase Agreement ”.

The Buyer and the Seller have signed an amendment N°1 to the Purchase Agreement on 28 December 2012 for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family aircraft referred to as “ Amendment N°1 ”.

The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on 14 July 2014 in order to, among other things, (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

The Buyer and the Seller have signed an amendment N°3 to the Purchase Agreement on 14 July 2014 for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) incremental A320 NEO Family aircraft referred to as “ Amendment N°3 ”.

The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 October 2014 for [*] referred to as “ Amendment N°4 ”.

The Buyer and the Seller have signed an amendment N°5 to the Purchase Agreement on 3 March 2015 for the cancellation of sixty (60) Amendment 3 NEO Aircraft and for the manufacture and sale by the Seller and purchase by the Buyer of ninety (90) incremental A321 NEO Family aircraft referred to as “ Amendment N°5 ”.

The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 March 2015 to [*] referred to as “ Amendment N°6 ”.

The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on 09 November 2015 in order to [*] referred to as “ Amendment N°7 ”.

The Buyer and the Seller have signed an amendment N°8 to the Purchase Agreement on 08 January 2016 in order to [*] referred to as “ Amendment N°8 ”.

The Buyer and the Seller have signed an amendment N°9 to the Purchase Agreement on 04 April 2016 in order to [*] referred to as “ Amendment N°9 ”.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 2/9

The Buyer and the Seller have signed an amendment N°10 to the Purchase Agreement on 12 April 2016 in order to [*] referred to as “ Amendment N°10 ”.

The Buyer and the Seller have signed an amendment N°11 to the Purchase Agreement on 2 June 2016 in order to [*] referred to as “ Amendment N°11 ”.

The Buyer and the Seller have signed an amendment n°12 to the Purchase Agreement on 17 August 2016 in order to, among other things, (i) introduce the new A321-200NX standard specification, [*] referred to as “ Amendment N°12 ”.

The Buyer and the Seller have signed an amendment N°13 to the Purchase Agreement on 20 December 2016 in order to [*] referred to as “ Amendment N°13 ”.

The Buyer and the Seller have signed an amendment N°14 to the Purchase Agreement on 3 March 2017 in order to, among other things, [*] referred to as “ Amendment N°14 ”.

The Buyer and the Seller have signed an amendment N°15 to the Purchase Agreement on 10 April 2017 in order to, among other things, [*] referred to as “ Amendment N°15 ”.

The Buyer and the Seller have signed an amendment N°16 to the Purchase Agreement on 19 June 2017 in order to [ * ] referred to as “ Amendment N°16 ”.

The Buyer and the Seller have signed an amendment N°17 to the Purchase Agreement on 19 June 2017 in order to provide for the manufacture and sale of twelve (12) incremental A320 NEO Family aircraft, referred to as “ Amendment N°17 ”.

The Buyer and the Seller have signed an amendment N°18 to the Purchase Agreement on 12 July 2017 in order to amend certain terms of Amendment N°16, referred to as “ Amendment N°18 ”.

The Buyer and the Seller have signed an amendment N°19 on to the Purchase Agreement on 31 July 2017 in order [*] referred to as “ Amendment N°19 ”.

The Buyer and the Seller have signed an amendment N°20 to the Purchase Agreement on 29 September 2017 in order to [*] referred to as “ Amendment N°20 ”.

The Buyer and the Seller have signed an amendment N°21 to the Purchase Agreement on 27 December 2017 in order to provide for the manufacture and sale of six (6) incremental A320 NEO Family aircraft, referred to as “ Amendment N°21 ”.

The Parties now wish to, among other things, enter into this Amendment N°22 in order to [*].

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°22. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 3/9

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

2. [*]

3. [ * ]

4. DELIVERY SCHEDULE

T he table in Clause 9.1 of the Agreement, as amended from time to time, will be deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

5. PREDELIVERY PAYMENTS

[*]

6. INCONSISTENCY AND CONFIDENTIALITY

6.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°22, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

6.2 This Amendment N°22 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

6.3 This Amendment N°22 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

7. COUNTERPARTS

This Amendment N°22 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

8. LAW AND JURISDICTION

This Amendment N°22 will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

The other provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°22 as if the same were set out in full herein, mutatis mutandis.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 4/9

IN WITNESS WHEREOF this Amendment N°22 was entered into the day and year first above written.

For and on behalf of		For and on behalf of


AIR LEASE CORPORATION		AIRBUS S.A.S.


/s/ Grant Levy		/s/ Christophe Mourey

By:	Grant Levy	By:	Christophe Mourey

Its:	Executive Vice President	Its:	Senior Vice President Contracts

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 5/9

APPENDIX 1

DELIVERY SCHEDULE

CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	A321-200N / A321-200NX Standard Specification	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 6/9

CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	A321-200N / A321-200NX Standard Specification	Engine Type
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[ * ]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 7/9

CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	A321-200N / A321-200NX Standard Specification	Engine Type
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[ * ]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 8/9

CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	A321-200N / A321-200NX Standard Specification	Engine Type
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[ * ]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	2023	[*]	[*]	[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment Nº22 to the ALC A320 NEO Family PA

Ref. CLC-CT1800358

Page 9/9

EXHIBIT 10.7

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 17

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of March 29, 2018 ( Supplemental Agreement No. 17 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer ).

WHEREAS, Boeing and Customer have entered into Purchase Agreement No. 03791 dated as of July 3, 2012 as amended and supplemented ( Purchase Agreement ) relating to the purchase and sale of Model 737-8 and 737-9 Aircraft; and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s purchase of eight (8) incremental Boeing model 737-8 aircraft, [ * ] ( Block G Aircraft ).

All terms used but not defined in this Supplemental Agreement No. 17 will have the same meaning as the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

1. TABLE OF CONTENTS .

The Table of Contents is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 17.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


HAZ-PA-03791	1	SA-17

BOEING PROPRIETARY

2. TABLES .

1. Table 1G, “737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 2 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block G Aircraft.

2. Unless otherwise stated Tables 1A-R1, 1B, 1C, 1D, 1E, 1F, and 1G will, collectively, be Table 1.

3. Letter Agreements .

a. Letter Agreement No. HAZ-PA-03791-LA-1208078R4, titled ”Advance Payment Matters,” is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208078R5, titled ”Advance Payment Matters,” which is provided as Enclosure 3 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document the advance payment terms related to the Block G Aircraft.

b. Letter Agreement No. HAZ-PA-03791-LA-1208083R3, titled [*] is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208083R4, titled [ * ] which is provided as Enclosure 4 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document [*] the Block G Aircraft.

c. Letter Agreement HAZ-PA-03791-LA-1208090R6, titled “Special Matters for 737-8 and 737-9 Aircraft,” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R7, titled “Special Matters for 737-8 and 737-9 Aircraft,” which is provided as Enclosure 5 to this Supplemental Agreement No. 17 and incorporated into the Purchase Agreement to document the business considerations related to the purchase of the Block G Aircraft.

The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect. The terms of this Supplemental Agreement No. 17 will expire if not executed by March 31, 2018.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY	AIR LEASE CORPORATION

By: /s/ Jane Berry	By: /s/ John Poerschke

Its: Attorney-In-Fact	Its: Executive Vice President

Attachments

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


HAZ-PA-03791	2	SA-17

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

ARTICLES		SA No.
Article 1.	Quantity, Model and Description	SA-4
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms

TABLES
1A-R1	737-8 Block A Aircraft Information Table [ * ]	SA-16
1B	737-9 Block B Aircraft Information Table [*]	SA-15
1C	737-8 Block C Aircraft Information Table [*]	SA-5
1D	737-8 Block D Aircraft Information Table [*]	SA-12
1E	737-8 Block E Aircraft Information Table [*]	SA-14
1F	737-7 Block F Aircraft Information Table [*]	SA-14
1G	737-8 Block G Aircraft Information Table [*]	SA-17

EXHIBITS
A1	HAZ[*] 737-8 Aircraft Configuration	SA-16
A2	HAZ[*] 737-8 Aircraft Configuration	SA-16
A3	HAZ[*] 737-8 Aircraft Configuration	SA-16
A4	HAZ[*] 737-8 Aircraft Configuration	SA-16
Ax	737-9 Aircraft Configuration
B	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
AE1	Escalation Adjustment - Airframe and Optional Features
BFE1	BFE Variables	SA-9
CS1	Customer Support Variables

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


HAZ-PA-03791	i	SA-17

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

EE1	[*], Engine Warranty and Patent Indemnity
SLP1	Service Life Policy Components

LETTER AGREEMENTS			SA No.
LA-1208077		AGTA Matters

LA-1208078R5		Advance Payment Matters	SA-17
LA-1208079R1		[*]	SA-14
LA-1208080		Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081		Other Matters
LA-1208082		Demonstration Flight Waiver

LA-1208083R4		[ * ]	SA-17
LA-1208084		Leasing Matters
LA-1208085		Liquidated Damages for Non-Excusable Delay
LA-1208086		Loading of Customer Software
LA-1208087R1		Open Matters for 737-8 and 737-9 Aircraft	SA-4
LA-1208088		Performance Matters
LA-1208089R1		[*]	SA-4

LA-1208090R7		Special Matters for 737-8 and 737-9 Aircraft	SA-17
LA-1208091		AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092		[*]
LA-1208958		[*]
LA-1208963		[*]	SA-4
LA-1209052		[*]
LA-1300032		[*]	SA-4
LA-1400773		[*]	SA-4
LA-1401489		[*]	SA-4
LA-1701519		Special Matters Related to [*]	SA-10

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


HAZ-PA-03791	ii	SA-17

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

LETTER AGREEMENTS		SA No.
LA-1701714	Special Matters for 737-7 Aircraft	SA-14
LA-1704831	Special Matters Relating to [*]	SA-14
LA-1704362	[ * ]	SA-15

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.


HAZ-PA-03791	iii	SA-17

BOEING PROPRIETARY

Enclosure 2

Table 1G To

Purchase Agreement No. PA-03791

737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-P (5/1/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2020		[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1		[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
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HAZ-PA-03791 107613-1F.txt and 108782-1F.txt

Boeing Proprietary

SA-17

Page 1

Enclosure 2

Table 1G To

Purchase Agreement No. PA-03791

737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments


		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2022		[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
Total:	8

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791 107613-1F.txt and 108782-1F.txt

Boeing Proprietary

SA-17

Page 2

Enclosure 3


	The Boeing Company P.O. Box 3707 Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208078 R5

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Advance Payment Matters

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 and 737-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

The Purchase Agreement incorporates the terms and conditions of HAZ-AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.

1. Deferred Advance Payment Schedule .

1.1 Notwithstanding the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Aircraft, as set forth below ( Alternative Advance Payment Schedule ).

[ * ]

1.2 [*]

2. [*]

3. [*]

4. [*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SA-17

Page 1

BOEING PROPRIETARY

Enclosure 3

5. Assignment .

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.

6. Confidential Treatment .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 6) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 6. Customer shall be f ully responsible to Boeing for compliance with such obligations.

Very truly yours,

THE BOEING COMPANY

By	/s/ Jane Berry

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		March 29, 2018

AIR LEASE CORPORATION

By	/s/ John Poerschke

Its	Executive Vice President

HAZ-PA-03791-LA-1208078 R5
Advance Payment Matters

SA-17

Page 2

BOEING PROPRIETARY

Enclosure 4


	The Boeing Company P.O. Box 3707 Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208083 R4

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 and 737-9 aircraft ( Aircraft )

1. [*]

2. [*]

3. [*]

4. [*]

5. [*]

6. Assignment .

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SA-17

Page 1

BOEING PROPRIETARY

Enclosure 4

7. Confidential Treatment .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 7), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,


THE BOEING COMPANY

By	/s/ Jane Berry
Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	March 29, 2018

AIR LEASE CORPORATION

By	/s/ John Poerschke

Its	Executive Vice President

HAZ-PA-03791-LA-1208078 R4
[*]

SA-17

Page 2

BOEING PROPRIETARY

Enclosure 4

Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R4

[ * ]

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208083 R3
[*]

SA-17

Attachment A Page 1

BOEING PROPRIETARY

Enclosure 4

Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R4


[ * ]	[*]
[*]	[*]

[*]


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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208083 R4
[*]

SA-17

Attachment B Page 1

BOEING PROPRIETARY

Enclosure 4


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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208083 R4
[*]

SA-17

Attachment B Page 2

BOEING PROPRIETARY

Enclosure 4


[*]	[*]	[*]	[*]	[*]	[*]	[*]
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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208083 R4
[*]

SA-17

Attachment B Page 3

BOEING PROPRIETARY

Enclosure 5


	The Boeing Company P.O. Box 3707 Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208090 R7

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special Matters for 737-8 and 737-9 Aircraft

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 and 737-9 aircraft ( Aircraft )

1. Credit Memoranda . In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or [*], unless otherwise noted, Boeing will provide to Customer the following credit memoranda:

1.1 Basic Credit Memorandum . Boeing will issue to Customer a basic credit memorandum ( Basic Credit Memorandum ) at delivery of each Aircraft or [*] in an amount shown in the table immediately below for the respective minor model [*].


Basic Credit Memorandum
		Model Type
Aircraft Block	[*]	737-8 Aircraft	737-9 Aircraft	737-9 [*]	737-8 [*]
Block A	[*]	[*]	[ * ]	[*]	[*]
Block B	[*]	[*]	[*]	[*]	[*]
Block C	[*]	[*]	[*]	[*]	[*]
Block D	[*]	[*]	[*]	[*]	[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SA-17

Page 1

BOEING PROPRIETARY

Enclosure 5

Block E

[*]

Block G

[*]

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft and [*] to a third party or parties ( Lessee or Lessees ) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft and [*] prior to delivery of each such Aircraft or [*], Boeing will issue to Customer a leasing credit memorandum ( Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or [*] minor model and [*]. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.


Leasing Credit Memorandum
		Model Type
Aircraft Block	[*]	737-8 Aircraft	737-9 Aircraft	737-9 [*]	737-8 [*]
Block A	[*]	[*]	[*]	[*]	[*]
Block B	[*]	[*]	[*]	[*]	[*]
Block C	[*]	[*]	[*]	[*]	[*]
Block D	[*]	[*]	[*]	[*]	[*]
Block E	[*]	[*]	[*]	[*]	[*]
Block G	[*]	[*]	[*]	[*]	[*]

1.3 [ * ]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208090 R7
Special Matters

SA-17

Page 2

BOEING PROPRIETARY

Enclosure 5

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16 [*]

1.17 [*]

1.18 [ * ]

1.19 [*]

1.20 [*]

1.21 [*]

1.22 [*]

1.23 [*]

1.24 [*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208090 R7
Special Matters

SA-17

Page 3

BOEING PROPRIETARY

Enclosure 5

1.25 [*]

1.26 [ * ]

1.27 Escalation of Credit Memoranda . Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] will be escalated from the base year indicated to the scheduled month of the respective Aircraft or [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or [*]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or [*] at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).

2. Assignment .

Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft and [*] at time of delivery and leasing the Aircraft and [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

3. Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 4) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 4. Customer shall be fully responsible to Boeing for compliance with such obligations.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

HAZ-PA-03791-LA-1208090 R7
Special Matters

SA-17

Page 4

BOEING PROPRIETARY

Enclosure 5

Very truly yours,


THE BOEING COMPANY

By	/s/ Jane Berry
Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	March 29, 2018

AIR LEASE CORPORATION

By	/s/ John Poerschke

Its	Executive Vice President

HAZ-PA-03791-LA-1208090 R7
Special Matters

SA-17

Page 5

BOEING PROPRIETARY

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


	Three Months Ended March 31,
(In thousands, except ratios)	2018		2017
	(unaudited)
Earnings:
Net income	$	110,651	$	84,937
Add:
Provision for income taxes		30,668		48,941
Fixed charges		89,970		87,646
Less:
Capitalized interest		(12,816)		(11,402)
Earnings as adjusted (A)	$	218,473	$	210,122
Fixed charges:
Interest expense	$	76,965	$	76,055
Capitalized interest		12,816		11,402
Interest factors of rents (1)		189		189
Fixed charges as adjusted (B)	$	89,970	$	87,646
Ratio of earnings to fixed charges ((A) divided by (B))		2.43		2.40

(1) Estimated to be 1 / 3 of rent expense.

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John L. Plueger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Air Lease Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2018


	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory B. Willis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Air Lease Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2018


	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Air Lease Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, John L. Plueger, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 10, 2018
	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF THE EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Air Lease Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, Gregory B. Willis, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 10, 2018
	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)


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