AIR LEASE CORP (Form: 10-Q, Received: 08/06/2020 16:16:00)

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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 June 30, 2020

☐

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	AL	New York Stock Exchange
6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A	AL PRA	New York Stock Exchange

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 every Interactive Data File required to be submitted 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 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:


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		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 August 5, 2020, there were 113,778,906 shares of Air Lease Corporation’s Class A common stock outstanding.

Air Lease Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended June 30, 2020

TABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets—June 30, 2020 and December 31, 2019 (unaudited)	4
	Consolidated Statements of Income and Comprehensive Income—Three and Six Months Ended June 30, 2020 and 2019 (unaudited)	5
	Consolidated Statement of Shareholders’ Equity—Three and Six Months Ended June 30, 2020 and 2019 (unaudited)	6
	Consolidated Statements of Cash Flows—Six Months Ended June 30, 2020 and 2019 (unaudited)	8
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4	Controls and Procedures	35
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	36
Item 1A	Risk Factors	36
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3	Defaults Upon Senior Securities	36
Item 4	Mine Safety Disclosures	36
Item 5	Other Information	36
Item 6	Exhibits	37
	Signatures	39

NOTE ABOUT FORWARD-LOOKING STATEMENTS

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:

●

the extent to which the coronavirus (“COVID-19”) pandemic and measures taken to contain its spread ultimately impact our business, results of operation and financial condition;

●

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 obtain refinancing prior to the time our debt matures;

●

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

●

our inability to sell aircraft on favorable terms or to predict the timing of such sales;

●

impaired financial condition and liquidity of our lessees;

●

changes in overall demand for commercial aircraft leasing and aircraft management services;

●

deterioration of economic conditions in the commercial aviation industry generally;

●

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

●

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

●

changes in the regulatory environment, including tariffs and other restrictions on trade;

●

our inability to effectively oversee our managed fleet;

●

the failure of any manufacturer to meet its contractual aircraft delivery obligations to us, including or as a result of technical or other difficulties with aircraft before or after delivery, resulting in our inability to deliver the aircraft to our lessees;

●

other factors affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, including natural disasters, pandemics (such as COVID-19) and measures taken to contain its spread, and governmental actions; 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, 2019, “Part II — Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and other SEC filings, including future SEC filings.

The factors noted above and the risks included in our other SEC filings may be increased or intensified as a result of the COVID-19 pandemic, including as a result of the recent resurgence of the COVID-19 virus in certain parts of the world, including the United States, and any future resurgences of the virus. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. See the risk factor in “Part II — Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, “The coronavirus (COVID-19) pandemic and related efforts to mitigate the pandemic have impacted our business, and the extent to which the COVID-19 pandemic and measures taken to contain its spread ultimately impact our business will depend on future developments, which are highly uncertain and are difficult to predict.” 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.

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)


	June 30, 2020		December 31, 2019

	(unaudited)
Assets
Cash and cash equivalents	$	926,435	$	317,488
Restricted cash		15,555		20,573
Flight equipment subject to operating leases		22,067,957		21,286,154
Less accumulated depreciation		(2,959,884)		(2,581,817)
		19,108,073		18,704,337
Deposits on flight equipment purchases		1,790,935		1,564,188
Other assets		1,152,722		1,102,569
Total assets	$	22,993,720	$	21,709,155
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	497,709	$	516,497
Debt financing, net of discounts and issuance costs		14,639,045		13,578,866
Security deposits and maintenance reserves on flight equipment leases		1,037,233		1,097,061
Rentals received in advance		131,951		143,692
Deferred tax liability		817,981		749,495
Total liabilities	$	17,123,919	$	16,085,611
Shareholders’ Equity
Preferred Stock, $0.01 par value; 50,000,000 shares authorized; 10,000,000 shares of 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (aggregate liquidation preference of $250,000) issued and outstanding at June 30, 2020 and December 31, 2019, respectively		100		100
Class A common stock, $0.01 par value; 500,000,000 shares authorized; 113,777,723 and 113,350,267 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		1,138		1,134
Class B non-voting common stock, $0.01 par value; authorized 10,000,000 shares; no shares issued or outstanding		—		—
Paid-in capital		2,781,832		2,777,601
Retained earnings		3,089,082		2,846,106
Accumulated other comprehensive loss		(2,351)		(1,397)
Total shareholders’ equity	$	5,869,801	$	5,623,544
Total liabilities and shareholders’ equity	$	22,993,720	$	21,709,155

(See Notes to Consolidated Financial Statements)

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except share and per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019

	(unaudited)
Revenues
Rental of flight equipment	$	497,869	$	463,870	$	994,556	$	919,609
Aircraft sales, trading and other		23,480		7,525		38,180		17,837
Total revenues		521,349		471,395		1,032,736		937,446
Expenses
Interest		102,693		96,824		210,234		186,044
Amortization of debt discounts and issuance costs		10,233		8,712		20,761		17,252
Interest expense		112,926		105,536		230,995		203,296
Depreciation of flight equipment		194,020		171,689		382,915		331,160
Selling, general and administrative		26,581		27,771		54,903		57,473
Stock-based compensation		3,892		5,863		8,321		10,037
Total expenses		337,419		310,859		677,134		601,966
Income before taxes		183,930		160,536		355,602		335,480
Income tax expense		(36,305)		(32,231)		(70,826)		(69,081)
Net income	$	147,625	$	128,305	$	284,776	$	266,399
Preferred stock dividends		(3,844)		(4,271)		(7,688)		(4,271)
Net income available to common stockholders	$	143,781	$	124,034	$	277,088	$	262,128

Other Comprehensive Income/(Loss):
Change in foreign currency translation adjustment		(10,239)		—		13,238		—
Change from current period hedged transaction		10,905		—		(14,481)		—
Total tax benefit/(expense) on other comprehensive income/loss		(142)		—		289		—
Other Comprehensive income/(loss) available for common stockholders, net of tax		524		—		(954)		—
Total comprehensive income available for common stockholders	$	144,305	$	124,034	$	276,134	$	262,128

Earnings per share of common stock:
Basic	$	1.26	$	1.11	$	2.44	$	2.36
Diluted	$	1.26	$	1.10	$	2.43	$	2.33
Weighted-average shares outstanding
Basic		113,690,839		111,371,790		113,581,392		111,196,011
Diluted		113,773,127		112,807,023		113,840,929		112,598,623

Dividends declared per share of common stock	$	0.15	$	0.13	$	0.30	$	0.26

(See Notes to Consolidated Financial Statements)

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)


							Class B Non-							Accumulated
				Class A			Voting							Other
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained		Comprehensive
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		(Loss)/Income		Total
Balance at December 31, 2019	10,000,000	$	100	113,350,267	$	1,134	—	$	—	$	2,777,601	$	2,846,106	$	(1,397)	$	5,623,544
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	480,978		4	—		—		2,021		—		—		2,025
Dividends declared on preferred stock	—		—	—		—	—		—		—		(3,844)		—		(3,844)
Stock-based compensation	—		—	—		—	—		—		4,429		—		—		4,429
Cash dividends (declared $0.15 per share of Class A common stock)	—		—	—		—	—		—		—		(17,045)		—		(17,045)
Change in foreign currency translation adjustment and from current period hedged transaction	—		—	—		—	—		—		—		—		(1,478)		(1,478)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(191,334)		(2)	—		—		(8,411)		—		—		(8,413)
Net income	—		—	—		—	—		—		—		137,151		—		137,151
Balance at March 31, 2020	10,000,000	$	100	113,639,911	$	1,136	—	$	—	$	2,775,640	$	2,962,368	$	(2,875)	$	5,736,369
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	144,417		2	—		—		2,500		—		—		2,502
Issuance of preferred stock	—		—	—		—	—		—		—		—		—		—
Dividends declared on preferred stock	—		—	—		—	—		—		—		(3,844)		—		(3,844)
Stock-based compensation	—		—	—		—	—		—		3,892		—		—		3,892
Cash dividends (declared $0.15 per share of Class A common stock)	—		—	—		—	—		—		—		(17,067)		—		(17,067)
Change in foreign currency translation adjustment and from current period hedged transaction	—		—	—		—	—		—		—		—		524		524
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(6,605)		—	—		—		(200)		—		—		(200)
Net income	—		—	—		—	—		—		—		147,625		—		147,625
Balance at June 30, 2020	10,000,000	$	100	113,777,723	$	1,138	—	$	—	$	2,781,832	$	3,089,082	$	(2,351)	$	5,869,801

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)


							Class B Non-							Accumulated
				Class A			Voting							Other
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained		Comprehensive
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Income		Total
Balance at December 31, 2018	—	$	—	110,949,850	$	1,110	—	$	—	$	2,474,238	$	2,331,552	$	—	$	4,806,900
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	263,218		2	—		—		439		—		—		441
Issuance of preferred stock	10,000,000		100	—		—	—		—		242,141		—		—		242,241
Stock-based compensation	—		—	—		—	—		—		4,174		—		—		4,174
Cash dividends (declared $0.13 per share of Class A common stock)	—		—	—		—	—		—		—		(14,445)		—		(14,445)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(94,899)		(1)	—		—		(3,587)		—		—		(3,588)
Net income	—		—	—		—	—		—		—		138,094		—		138,094
Balance at March 31, 2019	10,000,000	$	100	111,118,169	$	1,111	—	$	—	$	2,717,405	$	2,455,201	$	—	$	5,173,817
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	547,957		6	—		—		10,791		—		—		10,797
Issuance of preferred stock	—		—	—		—	—		—		(111)		—		—		(111)
Dividends declared on preferred stock	—		—	—		—	—		—		—		(4,271)		—		(4,271)
Stock-based compensation	—		—	—		—	—		—		5,863		—		—		5,863
Cash dividends (declared $0.13 per share of Class A common stock)	—		—	—		—	—		—		—		(14,516)		—		(14,516)
Net income	—		—	—		—	—		—		—		128,305		—		128,305
Balance at June 30, 2019	10,000,000	$	100	111,666,126	$	1,117	—	$	—	$	2,733,948	$	2,564,719	$	—	$	5,299,884

(See Notes to Consolidated Financial Statements)

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended
	June 30,
	2020		2019

	(unaudited)
Operating Activities
Net income	$	284,776	$	266,399
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		382,915		331,160
Stock-based compensation		8,321		10,037
Deferred taxes		68,773		69,081
Amortization of debt discounts and issuance costs		20,761		17,252
Amortization of prepaid lease costs		21,210		14,851
Gain on aircraft sales, trading and other activity		(24,642)		(14,924)
Changes in operating assets and liabilities:
Other assets		(265,775)		(127,442)
Accrued interest and other payables		(16,256)		85,218
Rentals received in advance		(11,741)		4,616
Net cash provided by operating activities		468,342		656,248
Investing Activities
Acquisition of flight equipment under operating lease		(550,034)		(1,962,211)
Payments for deposits on flight equipment purchases		(399,028)		(448,653)
Proceeds from aircraft sales, trading and other activity		134,609		249,764
Acquisition of aircraft furnishings, equipment and other assets		(88,110)		(175,926)
Net cash used in investing activities		(902,563)		(2,337,026)
Financing Activities
Issuance of common stock upon exercise of options		4,526		11,236
Cash dividends paid on Class A common stock		(34,049)		(28,866)
Preferred dividends paid		(7,687)		(4,271)
Tax withholdings on stock-based compensation		(8,611)		(3,587)
Net change in unsecured revolving facility		(20,000)		199,000
Proceeds from debt financings		2,386,061		2,032,137
Payments in reduction of debt financings		(1,295,549)		(920,723)
Net proceeds from preferred stock issuance		—		242,130
Debt issuance costs		(4,219)		(7,327)
Security deposits and maintenance reserve receipts		72,852		142,685
Security deposits and maintenance reserve disbursements		(55,174)		(16,532)
Net cash provided by financing activities		1,038,150		1,645,882
Net increase/(decrease) in cash		603,929		(34,896)
Cash, cash equivalents and restricted cash at beginning of period		338,061		322,998
Cash, cash equivalents and restricted cash at end of period	$	941,990	$	288,102
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $26,185 and $31,602 at June 30, 2020 and 2019, respectively	$	229,801	$	210,808
Cash paid for income taxes	$	2,372	$	3,291
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest and deposits on flight equipment purchases applied to acquisition of flight equipment	$	201,623	$	711,432
Cash dividends declared on common stock, not yet paid	$	17,066	$	14,516

(See Notes to Consolidated Financial Statements)

Air Lease Corporation and Subsidiaries

NOTES TO CONSOLIDATED 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. The Company is principally engaged in purchasing new commercial jet transport aircraft directly from manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S (“Airbus”). The Company leases these aircraft to airlines throughout the world with the intention to generate attractive returns on equity. As of June 30, 2020, the Company owned a fleet of 301 aircraft in its operating lease portfolio, managed 81 aircraft and had 393 aircraft on order with aircraft manufacturers. In addition to its leasing activities, the Company sells aircraft from its operating lease portfolio to third parties, including other leasing companies, financial services companies, airlines and other investors. The Company also provides fleet management services to investors and owners of aircraft portfolios for a management fee.

Note 2. Basis of Preparation and Critical Accounting Policies

The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity in which the Company has a controlling financial interest and for which it is 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, consisting only of 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 June 30, 2020, and for all periods presented. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results expected for the year ending December 31, 2020. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Note 3. Debt Financing

The Company’s consolidated debt as of June 30, 2020 and December 31, 2019 (dollars in thousands):


	June 30,		December 31,
	2020		2019
Unsecured
Senior notes	$	13,509,411	$	12,357,811
Term financings		972,625		883,050
Revolving credit facility		—		20,000
Total unsecured debt financing		14,482,036		13,260,861
Secured
Term financings		298,552		428,824
Export credit financing		28,283		31,610
Total secured debt financing		326,835		460,434

Total debt financing		14,808,871		13,721,295
Less: Debt discounts and issuance costs		(169,826)		(142,429)
Debt financing, net of discounts and issuance costs	$	14,639,045	$	13,578,866

The Company’s secured obligations as of June 30, 2020 and December 31, 2019 are summarized below (dollars in thousands):


	June 30,		December 31,
	2020		2019
Nonrecourse	$	—	$	128,460
Recourse		326,835		331,974
Total secured debt financing	$	326,835	$	460,434
Number of aircraft pledged as collateral		12		15
Net book value of aircraft pledged as collateral	$	644,458	$	890,693

Senior unsecured notes (including Medium-Term Note Program)

As of June 30, 2020, the Company had $13.5 billion in senior unsecured notes outstanding. As of December 31, 2019, the Company had $12.4 billion in senior unsecured notes outstanding.

During the six months ended June 30, 2020, the Company issued approximately $2.3 billion in aggregate principal amount of Medium-Term Notes comprised of (i) $750.0 million due 2025 at a fixed rate of 2.30%, (ii) $650.0 million due 2030 at a fixed rate of 3.00% and (iii) $850.0 million due 2025 at a fixed rate of 3.375%.

During the quarter ended June 30, 2020, the Company repurchased $185.2 million in aggregate principal amount of Floating Rate Medium-Term Notes due 2021. The open market debt repurchases resulted in a gain of $13.6 million and is included in Aircraft sales, trading and other revenue in the Company’s Consolidated Income Statements.

Unsecured revolving credit facility

As of June 30, 2020, the Company did not have any amounts outstanding under its unsecured revolving credit facility. The total amount outstanding under the Company’s unsecured revolving credit facility was $20.0 million as of December 31, 2019.

The Company has an unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as agent (the “Revolving Credit Facility”). During the six months ended June 30, 2020, the Company increased the aggregate capacity of the Revolving Credit Facility by $250.0 million. On May 5, 2020, commitments totaling $92.7 million of the Revolving Credit Facility matured. Lenders hold revolving commitments totaling approximately $5.5 billion that mature on May 5, 2023, commitments totaling $245.0 million that mature on May 5, 2022 and commitments totaling $5.0 million that mature on May 5, 2021. As of June 30, 2020, the aggregate capacity of the Revolving Credit Facility was approximately $6.0 billion.

As of June 30, 2020, borrowings under the Revolving Credit Facility will generally bear interest at either (a) LIBOR plus a margin of 1.05% per year or (b) an alternative base rate plus a margin of 0.05% per year, subject, in each case, to increases or decreases based on declines in the credit ratings for the Company’s debt. The Company is required to pay a facility fee of 0.20% per year (also subject to increases or decreases based on declines in the credit ratings for the Company’s debt) in respect of total commitments under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility are used to finance the Company’s working capital needs in the ordinary course of business and for other general corporate purposes.

Secured debt financing

In June 2020, the Company entered into an amendment to its secured warehouse facility to extend the final maturity to June 2021. The facility will continue to bear a floating interest rate of LIBOR plus 2.00%. As part of the amendment, the credit facility was converted to full recourse against the Company and excess cash collateral was released. The outstanding balance on the Company’s secured warehouse facility was $103.1 million and $128.5 million as of June 30, 2020 and December 31, 2019, respectively.

As of June 30, 2020, the outstanding balance on the Company’s secured debt financings, including its secured warehouse facility and its export credit financing, was $326.8 million and it had pledged 12 aircraft as collateral with a net book value of $644.5 million. As of December 31, 2019, the outstanding balance on the Company’s secured debt

financings, including its secured warehouse facility and its export credit financing, was $460.4 million and it had pledged 15 aircraft as collateral with a net book value of $890.7 million.

Maturities

Maturities of debt outstanding as of June 30, 2020 are as follows (in thousands):


Years ending December 31,
2020	$	295,789
2021		1,948,697
2022		2,730,561
2023		2,502,123
2024		1,544,791
Thereafter		5,786,910
Total	$	14,808,871

Note 4. Commitments and Contingencies

As of June 30, 2020, the Company had commitments to acquire a total of 393 new aircraft for delivery through 2026 as follows:


	Estimated Delivery Years
Aircraft Type	2020	2021	2022	2023	2024	Thereafter	Total
Airbus A220-300⁽¹⁾	—	—	3	14	11	22	50
Airbus A320/321neo⁽²⁾	14	22	23	25	32	37	153
Airbus A330-900neo	—	3	7	5	—	—	15
Airbus A350-900/1000	3	4	3	4	5	1	20
Boeing 737-7/8/9 MAX	2	24	23	42	30	—	121
Boeing 787-9/10	8	6	8	10	2	—	34
Total	27	59	67	100	80	60	393

(1)	In addition to the Company’s commitments, as of June 30, 2020, the Company had options to acquire up to 25 Airbus A220 aircraft. If exercised, deliveries of these aircraft are scheduled to commence in 2023 and continue through 2028.

(2)	The Company’s Airbus A320/321neo aircraft orders include 47 long-range variants and 29 extra long-range variants.

Pursuant to the Company's purchase agreements with Boeing and Airbus for new aircraft, the Company and each manufacturer agree to contractual delivery dates for each aircraft ordered. These dates can change for a variety of reasons, and in the last several years manufacturing delays have significantly impacted the Company’s actual delivery dates. For several years, the Company has experienced delivery delays for certain of its Airbus orderbook aircraft, primarily the A321neo aircraft and, to a lesser extent, A330neo aircraft. The worldwide grounding of the Boeing 737 MAX aircraft (“737 MAX”) began on March 10, 2019, and remains in effect. As a result, Boeing temporarily halted production and delivery of all 737 MAX aircraft. While production of the 737 MAX has now resumed, deliveries remain on hold. The Federal Aviation Administration (“FAA”) has begun flight testing for recertification of the 737 MAX. Lifting of the grounding is subject to the approval of the FAA, as well as a number of other global regulatory authorities, and the Company is unable to speculate as to when this may occur. Even after the grounding is lifted, Boeing’s ability to deliver 737 MAX aircraft may be impacted as a result of the COVID-19 pandemic. The Company is currently in discussions with Boeing regarding the mitigation of possible damages resulting from the grounding of, and the delivery delays associated with the 737 MAX aircraft that the Company owns or has on order, which could result in changes to the commitment table.

The ongoing COVID-19 pandemic has caused delivery delays of aircraft in the Company’s orderbook and is expected to continue to cause delays of aircraft delivery. As discussed in further detail in Note 12, “Impact of COVID-19 Pandemic,” the COVID-19 pandemic has resulted in numerous travel restrictions and business shutdowns or other operating limitations, including the temporary closure of final aircraft assembly facilities for each of Boeing and Airbus. In the second quarter of 2020, Boeing and Airbus resumed production at these facilities. As a result of the temporary closures of the Boeing and Airbus facilities, most of our expected aircraft deliveries were delayed during the second quarter. Given the dynamic nature of the ongoing COVID-19 pandemic, the Company is in ongoing discussions with

Boeing and Airbus to determine the impact and duration of delivery delays. However, the Company is not yet able to determine the impact of the delivery delays, and as such, the delivery dates listed above could materially change.

The aircraft purchase commitments discussed above also could be impacted by lease cancellation. The Company's leases typically provide that the Company and the airline customer each have a cancellation right related to certain aircraft delivery delays. The Company’s purchase agreements with Boeing and Airbus also generally provide that the Company and the manufacturer each have cancellation rights that typically are parallel with the Company’s cancellation rights in its leases. The Company’s leases and its purchase agreements with Boeing and Airbus typically provide for cancellation rights starting at one year after the original contractual delivery date, regardless of cause. During the quarter ended June 30, 2020, a small number of our customers canceled a total of five 737 MAX leases with us and we have subsequently exercised our right to cancel our purchase of the related 737 MAX aircraft with Boeing.

Commitments for the acquisition of these aircraft, calculated at an estimated aggregate purchase price (including adjustments for anticipated inflation) of approximately $26.2 billion at June 30, 2020, are due as follows (in thousands):


Years ending December 31,
2020	$	2,025,283
2021		4,564,159
2022		5,712,095
2023		6,534,093
2024		4,508,101
Thereafter		2,840,517
Total	$	26,184,248

The Company has made non-refundable deposits on the aircraft for which the Company has commitments to purchase of $1.8 billion and $1.6 billion as of June 30, 2020 and December 31, 2019, respectively, which are subject to manufacturer performance commitments. If the Company is unable to satisfy its purchase commitments, the Company may be forced to forfeit its deposits. Further, the Company would be exposed to breach of contract claims by its lessees and manufacturers.

Note 5. Rental Income

At June 30, 2020, minimum future rentals on non-cancellable operating leases of flight equipment in the Company’s fleet are as follows (in thousands):


Years ending December 31,
2020 (excluding the six months ended June 30, 2020)	$	1,004,553
2021		1,967,330
2022		1,855,971
2023		1,658,402
2024		1,521,604
Thereafter		5,747,767
Total	$	13,755,627

Note 6. 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 June 30, 2020, the Company 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 June 30, 2020, the Company excluded 120,000 potentially dilutive securities, whose effect would have been anti-dilutive from the computation of diluted earnings per share. For the six months ended June 30, 2020, 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 1,032,305 and 976,613 shares related to restricted stock units for which the performance metric had yet to be achieved as of June 30, 2020 and 2019, respectively.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Basic earnings per share:
Numerator
Net income	$	147,625	$	128,305	$	284,776	$	266,399
Preferred stock dividends		(3,844)		(4,271)		(7,688)		(4,271)
Net income available to common stockholders	$	143,781	$	124,034	$	277,088	$	262,128
Denominator
Weighted-average common shares outstanding		113,690,839		111,371,790		113,581,392		111,196,011
Basic earnings per share	$	1.26	$	1.11	$	2.44	$	2.36
Diluted earnings per share:
Numerator
Net income	$	147,625	$	128,305	$	284,776	$	266,399
Preferred stock dividends		(3,844)		(4,271)		(7,688)		(4,271)
Net income available to common stockholders	$	143,781	$	124,034	$	277,088	$	262,128
Denominator
Number of shares used in basic computation		113,690,839		111,371,790		113,581,392		111,196,011
Weighted-average effect of dilutive securities		82,288		1,435,233		259,537		1,402,612
Number of shares used in per share computation		113,773,127		112,807,023		113,840,929		112,598,623
Diluted earnings per share	$	1.26	$	1.10	$	2.43	$	2.33

Note 7. Fair Value Measurements

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

The Company has a cross-currency swap related to its Canadian dollar Medium-Term Notes which was issued in December 2019. The fair value of the swap as a foreign currency exchange derivative is categorized as a Level 2 measurement in the fair value hierarchy and is measured on a recurring basis. As of June 30, 2020, the estimated fair value of the foreign currency exchange derivative liability was $9.0 million. As of December 31, 2019, the estimated fair value of the foreign currency exchange derivative asset was $5.4 million.

Financial Instruments Not Measured at Fair Values

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 June 30, 2020 was approximately $14.8 billion. The estimated fair value of debt financing as of December 31, 2019 was $14.1 billion compared to a book value of $13.7 billion.

The following financial instruments are not measured at fair value on the Company’s Consolidated Balance Sheets at June 30, 2020, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at June 30, 2020 and December 31, 2019 approximates their carrying value as reported on the Consolidated Balance Sheets. The fair value of all these instruments would be categorized as Level 1 in the fair value hierarchy.

Note 8. Shareholders’ Equity

The Company was authorized to issue 500,000,000 shares of Class A common stock, $0.01 par value, at June 30, 2020 and December 31, 2019. As of June 30, 2020 and December 31, 2019, the Company had 113,777,723 and 113,350,267 Class A common shares issued and outstanding, respectively. The Company did not have any shares of Class B non-voting common stock, $0.01 par value, issued or outstanding as of June 30, 2020 and December 31, 2019.

The Company was authorized to issue 50,000,000 shares of preferred stock, $0.01 par value, at June 30, 2020 and December 31, 2019. As of June 30, 2020 and December 31, 2019, the Company had 10,000,000 shares of preferred stock issued and outstanding with an aggregate liquidation preference of $250.0 million.

Note 9. 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 June 30, 2020, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the 2014 Plan is approximately 4,860,701. Stock Options are generally granted for a term of 10 years and vest ratably 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 a three-year period 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 cliff-vest at the end of a 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 a stock-based compensation 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 $3.9 million and $5.9 million of stock-based compensation expense for the three months ended June 30, 2020 and 2019, respectively. The Company recorded $8.3 million and $10.0 million of stock-based compensation expense for the six months ended June 30, 2020 and 2019, respectively.

Stock Options

A summary of stock option activity for the six months ended June 30, 2020 follows:


				Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands)⁽¹⁾
Balance at December 31, 2019	364,153	$	22.90	0.75	$	8,965
Granted	—	$	—	—	$	—
Exercised	(242,801)	$	20.00		$	3,069
Forfeited/canceled	—	$	—	—	$	—
Balance at June 30, 2020	121,352	$	28.70	0.81	$	71
Vested and exercisable as of June 30, 2020	121,352	$	28.70	0.81	$	71

(1)	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of the Company’s Class A common stock as of the respective date.

All of the Company’s outstanding employee stock options had fully vested as of June 30, 2013. As of June 30, 2020 there were no unrecognized compensation costs related to outstanding stock options. For the three and six months ended June 30, 2020 and 2019 there were no stock-based compensation expenses related to Stock Options.

The following table summarizes additional information regarding outstanding exercisable and vested stock options at June 30, 2020:



	Stock Options Exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	1,352	0.11
$28.80	120,000	0.82
$20.00 - $28.80	121,352	0.81

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 book value and time based 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 six months ended June 30, 2020, the Company granted 670,621 RSUs of which 133,699 are TSR RSUs. The following table summarizes the activities for the Company’s unvested RSUs for the six months ended June 30, 2020:


	Unvested Restricted Stock Units
		Weighted-Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested at December 31, 2019	1,254,904	$	43.62
Granted	670,621	$	42.20
Vested	(406,067)	$	46.96
Forfeited/canceled	(49,407)	$	43.97
Unvested at June 30, 2020	1,470,051	$	42.04
Expected to vest after June 30, 2020	1,505,285	$	42.01

As of June 30, 2020, there was $37.2 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 2.0 years.

Note 10. Aircraft Under Management

As of June 30, 2020, the Company managed 81 aircraft across three aircraft management platforms. The Company managed 51 aircraft through its Thunderbolt platform, 26 aircraft through the Blackbird investment funds and four on behalf of a financial institution.

The Company managed 26 aircraft on behalf of third-party investors, through two investment funds, Blackbird I and Blackbird II. These funds invest in commercial aircraft and lease them to airlines throughout the world. The Company provides management services to these funds for a fee. As of June 30, 2020, the Company's non-controlling interests in each fund is 9.5% and are accounted for under the equity method of accounting. The Company’s investment in these funds aggregated $49.8 million and $46.5 million as of June 30, 2020 and December 31, 2019, respectively, and is included in Other assets on the Consolidated Balance Sheets. The Company continues to source aircraft investment opportunities for Blackbird II. As of June 30, 2020, Blackbird II has remaining equity capital commitments to acquire up to approximately $1.0 billion in aircraft assets, for which the Company has committed to fund up to $29.1 million related to these potential investments.

Additionally, the Company continues to manage aircraft that it sells through its Thunderbolt platform. As of June 30, 2020, the Company managed 51 aircraft through its Thunderbolt platform sold across three separate transactions. The Company has non-controlling interests in two of these entities of approximately 5.0%, which are accounted for under the cost method of accounting. During the three months ended June 30, 2020, the Company completed the sale of three aircraft from its operating lease portfolio through its Thunderbolt platform. The Company’s total investment in aircraft sold through its Thunderbolt platform was $9.3 million and $9.9 million as of June 30, 2020 and December 31, 2019, respectively and is included in Other assets on the Consolidated Balance Sheets.

Note 11. Flight Equipment Held for Sale

As of June 30, 2020, the Company had one aircraft, with a carrying value of $29.7 million, which was classified as held for sale and included in Other assets on the Consolidated Balance Sheets. This aircraft was subsequently sold through the Company’s Thunderbolt platform in July 2020. As of December 31, 2019, the Company had eight aircraft classified as held for sale, with a carrying value of $249.6 million.

Note 12. Impact of COVID-19 Pandemic

On January 30, 2020, the spread of the COVID-19 outbreak was declared a Public Health Emergency of International Concern by the World Health Organization (the “WHO”). On March 11, 2020, WHO characterized the COVID-19 outbreak as a pandemic. The COVID-19 pandemic has resulted in governmental authorities around the world implementing numerous measures to try to contain the virus, such as travel bans and restrictions, border closures, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns (subject to exceptions for certain essential operations and businesses). Although some of these measures have since been lifted or scaled back, a recent resurgence of COVID-19 in certain parts of the world, including the United States, has resulted in the re-imposition of certain restrictions and may lead to other restrictions being implemented again in response to efforts to reduce the spread of COVID-19. These measures, coupled with a decrease in consumer spending on travel as a result of COVID-19, have materially impacted airline traffic and operations throughout the world, including the Company’s airline customers. It is unclear how long these restrictions will remain in place and they may remain in place in some form for an extended period of time. Aircraft manufacturers and suppliers also have been impacted, including causing the temporary closure of Boeing and Airbus’ final assembly facilities and also closures of various facilities across their supply chain. In the second quarter of 2020, Boeing and Airbus resumed production at these facilities. As the virus spread globally during the second quarter of 2020, its impact on the global economy increased significantly, resulting in a rapid decline in global air travel that accelerated through the second quarter of 2020. While domestic and regional airline traffic have improved over the last several months, international and business air travel demand remain challenged.

The impact of COVID-19 on airlines, including the Company’s airline customers, accelerated in the second quarter of 2020. Since the pandemic began in the first quarter of 2020, the Company has received requests from most of its customers for accommodations such as deferral of lease payments or other lease concessions. The Company evaluates such requests on a case-by-case basis and has worked out accommodation arrangements with approximately 59% of its lessees, generally in the form of partial lease deferrals for payments due in the first and second quarter of 2020, typically with a short-term repayment period, with the majority of the deferrals repaid over the next 12 months. In many cases, lease extensions were also negotiated as part of the deferral accommodations. The Company remains in active discussions with its airline customers and may continue to provide accommodation arrangements on a case-by-case basis.

While lease deferrals may delay the Company’s receipt of cash, the Company generally recognizes the lease revenue during the period even if a deferral is provided to the lessee, unless it determines collection is not reasonably assured. The Company monitors all lessees with past due lease payments and discusses relevant operational and financial issues facing those lessees in order to determine an appropriate course of action. In addition, if collection is not reasonably assured, the Company will not recognize rental income for amounts due under our lease contracts and will recognize revenue for such lessees on a cash basis.

Given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on its business, results of operations and financial condition for the foreseeable future.

Note 13. Subsequent Events

On August 5, 2020, the Company’s board of directors approved a quarterly cash dividend of $0.15 per share on its outstanding Class A common stock. The dividend will be paid on October 9, 2020 to holders of record of the Company’s Class A common stock as of September 11, 2020. The Company’s board of directors also approved a cash dividend of $0.384375 per share on its outstanding Series A Preferred Stock, which will be paid on September 15, 2020 to holders of record of the Company’s Series A Preferred Stock as of August 31, 2020.

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 (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, airlines and other investors. 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 owned 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, trading and other activities and our management fees.

Impact of COVID-19 Pandemic

On January 30, 2020, the spread of the COVID-19 outbreak was declared a Public Health Emergency of International Concern by the World Health Organization (“WHO”). On March 11, 2020, WHO characterized the COVID-19 outbreak as a pandemic. The COVID-19 pandemic has resulted in governmental authorities around the world implementing numerous measures to try to contain the virus, such as travel bans and restrictions, border closures, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns (subject to exceptions for certain essential operations and businesses). Although some of these measures have since been lifted or scaled back, a recent resurgence of COVID-19 in certain parts of the world, including the United States, has resulted in the re-imposition of certain restrictions and may lead to other restrictions being implemented again in response to efforts to reduce the spread of COVID-19. It is unclear how long these restrictions will remain in place and they may remain in place in some form for an extended period of time. These measures, coupled with a decrease in consumer spending on travel as a result of COVID-19, have materially impacted airline traffic and operations throughout the world, including for our airline customers. Aircraft manufacturers and suppliers also have been impacted, including causing the temporary closure of Boeing and Airbus’ final assembly facilities and also closures of various facilities across their supply chain. In the second quarter of 2020, Boeing and Airbus resumed production in these facilities.

As the virus spread globally during the second quarter of 2020, its impact on the global economy increased significantly, resulting in a rapid decline in global air travel that accelerated through the second quarter of 2020. While domestic and regional airline traffic have improved over the last several months, international and business air travel demand remain challenged.

The impact of COVID-19 on airlines, including our airline customers, accelerated in the second quarter of 2020. Since the pandemic began in the first quarter of 2020, we have received requests from our customers for accommodations such as deferral of lease payments or other lease concessions. As of August 6, 2020, most of our lessees have requested some form of rental relief. We evaluate such requests on a case-by-case basis and have worked out accommodation arrangements with approximately 59% of our lessees, generally in the form of partial lease deferrals for payments due in the first and second quarter of 2020, typically with a short-term repayment period, with the majority of the deferrals repaid over the next 12 months. In many cases, lease extensions were also negotiated as part of the deferral accommodations. Through August 6, 2020, we have agreed to defer approximately $189.9 million in lease payments, which represents approximately 3% of our total available liquidity, as of June 30, 2020. These lease deferrals resulted in a decrease in our cash flow provided by operating activities for the second quarter. We remain in active discussions with our airline customers and expect to continue to provide accommodation arrangements on a case-by-case basis.

Our collection rate during the second quarter of 2020 and the month of July 2020 was 91% and 89%, respectively, compared to 90% during the first quarter of 2020. Collection rate is defined as the sum of cash collected from lease

rentals and maintenance reserves, and includes cash recovered from outstanding receivables from previous periods, as a percentage of the total contracted receivables due for the period. The collection rate is calculated after giving effect to lease deferral arrangements made as of August 6, 2020. Our lease utilization rate for the second quarter of 2020 and for the month of July 2020 was 99.6% compared to 99.7% for the first quarter of 2020. The lease utilization rate is calculated based on the number of days each aircraft was subject to a lease or letter of intent during the period, weighted by the net book value of the aircraft. It is possible that our collection rate or lease utilization rate could further decline in the near future as a result of accommodation arrangements we have made or could make in the future, including providing additional lease concessions to airline customers already receiving a concession or if our airline customers do not make their lease payments even absent lease concessions.

Depending on the severity and longevity of the COVID-19 pandemic and the related efforts taken to reduce its spread, some of our lessees have, and may in the future continue to, return aircraft to us before the return date in their lease agreement or experience insolvency or initiate bankruptcy or similar proceedings that result in aircraft being returned to us. If this occurs, we may not be able to reposition the aircraft with other airlines as quickly as we have historically been able to do or we may incur increased costs in repositioning such aircraft. As a result, our revenues and collection rates would decline.

In addition, as of June 30, 2020, we had commitments to purchase 393 aircraft from Airbus and Boeing for delivery through 2026, and we had placed approximately 90% of our committed order book on long-term leases for aircraft delivering through 2022. The impact of the COVID-19 pandemic on airlines could result in the cancellation of leases that we have in place for our committed orderbook or a decline in the number of aircraft in our order book that we can place into leases prior to their delivery. If we are not able to place aircraft from our orderbook into leases prior to delivery, it may cause downward pressure on our lease rates or require us to sell aircraft in our fleet sooner than anticipated.

During the second quarter, our employees continue to work remotely, and due to travel restrictions and business limitations and shutdowns, some transitions of our aircraft from one lessee to another lessee have been delayed. As a result of travel restrictions, we expect some challenges when transitioning, acquiring or selling aircraft. Some planned aircraft sales have also been delayed or terminated as a result of business limitations and shutdowns. We expect these disruptions to continue and they could worsen. We also expect that demand for used aircraft will decline in the near-term and that we will sell fewer used aircraft in 2020 than we initially planned to sell, and it is unclear what demand for used aircraft will be in 2021. The decline in demand for used aircraft may also result in impairment charges to the aircraft in our fleet.

We have also experienced aircraft delivery delays related to COVID-19. While the commitment table in Note 4, “Commitments and Contingencies” above and the discussion of “Our Fleet” below reflects our current delivery expectations, we are in ongoing discussions with Boeing and Airbus to determine the extent and duration of delivery delays. The delays could result in a cancellation of leases for those aircraft. Pursuant to contractual provisions, a small number of our customers canceled a total of five 737 MAX leases with us and we have subsequently exercised our right to cancel our purchase of such aircraft with Boeing. Given the dynamic nature of the ongoing COVID-19 pandemic, we are not yet able to determine the full impact of the delivery delays, and we expect such delivery dates could materially change, and as a result, our future growth will be negatively impacted.

COVID-19 has also continued to cause disruption in the financial markets and has caused volatility and uncertainty in the bond market. We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including through aircraft sales and trading activity, and debt financings. As of June 30, 2020, we had an undrawn balance of $6.0 billion under our Revolving Credit Facility (as defined below). We have continued to have access to the unsecured debt capital markets issuing $850.0 million in aggregate principal amount of Medium-Term Notes in June 2020 and we believe we will continue to have access to such markets. We could also seek to enter into more secured debt financings, including financings supported through the Export-Import Bank of the United States or other export credit agencies (“ECAs”) to fund future aircraft deliveries from our orderbook. Our liquidity is discussed below in more detail under “Liquidity and Capital Resources.”

While we cannot currently reasonably estimate the extent to which the COVID-19 pandemic and measures taken to contain its spread will ultimately impact our business, we believe the airline industry will eventually recover and aircraft travel will return to historical levels over the long term. We believe we are well positioned to offer solutions for airlines,

because we can offer the ability to lease younger, more fuel-efficient aircraft at a time when airlines will be focused on managing costs.

As the COVID-19 pandemic and efforts to mitigate its spread continue, we expect our business, results of operations and financial condition will continue to be negatively impacted, and could have a larger impact on our results of operations for the third quarter and remainder of this year than has been reflected in our first and second quarter results for 2020. Depending on the severity and longevity of the COVID-19 pandemic, the related efforts taken to reduce its spread, including the recent resurgence of COVID-19 in certain parts of the world, including the United States, and any future resurgences of the virus, the COVID-19 pandemic could have a material, adverse impact on our future revenue growth, liquidity and cash flow. Given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our business, results of operations and financial condition for the foreseeable future.

Second Quarter Overview

During the three months ended June 30, 2020, we purchased and took delivery of one aircraft from our new order pipeline and sold four aircraft ending the period with a total of 301 aircraft with a net book value of $19.1 billion. The weighted average lease term remaining on our operating lease portfolio was 7.0 years and the weighted average age of our fleet was 3.9 years as of June 30, 2020. Our fleet grew by 2.2% based on net book value of $19.1 billion as of June 30, 2020, compared to $18.7 billion as of December 31, 2019. In addition, we had a managed fleet of 81 aircraft as of June 30, 2020, compared to a managed fleet of 83 aircraft as of December 31, 2019. We had a globally diversified customer base comprised of 106 airlines in 61 countries. As of August 6, 2020, all aircraft, except for two aircraft, in our operating lease portfolio, were subject to letters of intent or lease agreements.

As of June 30, 2020, we had commitments to purchase 393 aircraft from Airbus and Boeing for delivery through 2026, with an estimated aggregate commitment of $26.2 billion. We ended the second quarter of 2020 with $28.2 billion in committed minimum future rental payments and placed approximately 90% of our committed order book on long-term leases for aircraft delivering through 2022. This includes $13.8 billion in contracted minimum rental payments on the aircraft in our existing fleet and $14.4 billion in minimum future rental payments related to aircraft which will be delivered during the remainder of 2020 through 2024.

During the three months ended June 30, 2020, we sold a total of four aircraft resulting in proceeds of approximately $87.0 million. As of June 30, 2020, we had one remaining aircraft classified as held for sale and subsequently completed the sale of this aircraft in July 2020. As of June 30, 2020 the aircraft was classified as held for sale and included in Other assets on our Consolidated Balance Sheets.

During the three months ended June 30, 2020, we issued $850.0 million in Medium-Term Notes due 2025 bearing interest at a fixed rate of 3.375% and repurchased $185.2 million in aggregate principal amount of Floating Rate Medium-Term Notes due 2021. The open market debt repurchases resulted in a gain of $13.6 million and is included in aircraft sales, trading and other revenue in our Consolidated Income Statements. In addition, we ended the second quarter of 2020 with an aggregate borrowing capacity under the Revolving Credit Facility of $6.0 billion and total liquidity of $6.9 billion. We ended the second quarter of 2020 with total debt outstanding of $14.8 billion, of which 90.8% was at a fixed rate and 97.8% of which was unsecured. Our composite cost of funds decreased to 3.15% as of June 30, 2020 as compared to 3.34% as of December 31, 2019.

Our total revenues for the quarter ended June 30, 2020 increased by 10.6% to $521.3 million, compared to the quarter ended June 30, 2019. This increase was principally driven by the continued growth of our fleet. Our net income available to common stockholders for the quarter ended June 30, 2020 was $143.8 million compared to $124.0 million for the quarter ended June 30, 2019. Our diluted earnings per share for the quarter ended June 30, 2020 was $1.26 compared to $1.10 for the quarter ended June 30, 2019. The increase in net income available to common stockholders in the second quarter of 2020 as compared to 2019 was primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity.

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 June 30, 2020 was $194.2 million or $1.71 per diluted share, compared to $170.8 million or $1.51 per diluted share for the three months ended June 30, 2019. The increase in our adjusted net income before income taxes was primarily due to the continued growth of our fleet and an increase in our aircraft sales,

trading and other activity. Our adjusted pre-tax profit margin for the three months ended June 30, 2020 was 37.3% compared to 36.2% for the three months ended June 30, 2019. Adjusted net income before income taxes, adjusted pre-tax profit margin and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). See Note 1 under the “Results of Operations” table for a discussion of adjusted net income before income taxes, adjusted pre-tax profit margin and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income available to common stockholders.

Our Fleet

Portfolio metrics of our fleet as of June 30, 2020 and December 31, 2019 are as follows:


	June 30, 2020		December 31, 2019
Aggregate fleet net book value	$	19.1 billion	$	18.7 billion
Weighted-average fleet age⁽¹⁾		3.9 years		3.5 years
Weighted-average remaining lease term⁽¹⁾		7.0 years		7.2 years

Owned fleet⁽²⁾		301		292
Managed fleet⁽²⁾		81		83
Aircraft on order		393		413
Aircraft purchase options⁽³⁾		25		70
Total		800		858

Current fleet contracted rentals	$	13.8 billion	$	14.1 billion
Committed fleet rentals	$	14.4 billion	$	15.0 billion
Total committed rentals	$	28.2 billion	$	29.1 billion

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

(2)

As of June 30, 2020 and December 31, 2019, we had one and eight aircraft, respectively, classified as flight equipment held for sale which are included in Other assets on the Consolidated Balance Sheet. All of these aircraft are excluded from the owned fleet count and included in our managed fleet count.

(3)	As of June 30, 2020, we had options to acquire up to 25 Airbus A220 aircraft. As of December 31, 2019, we had options to acquire up to 45 Boeing 737-8 MAX aircraft, that have since expired without being exercised, and up to 25 Airbus A220 aircraft.

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 June 30, 2020 and December 31, 2019 (in thousands, except percentages):


	June 30, 2020				December 31, 2019
	Net Book				Net Book
Region	Value		% of Total		Value		% of Total
Europe	$	5,748,878	30.1	%	$	5,438,775	29.0	%
Asia (excluding China)		5,242,239	27.4	%		4,985,525	26.7	%
China		2,824,687	14.8	%		2,930,752	15.7	%
The Middle East and Africa		2,285,462	12.0	%		2,242,215	12.0	%
Central America, South America and Mexico		1,095,786	5.7	%		1,116,814	6.0	%
Pacific, Australia and New Zealand		975,190	5.1	%		993,858	5.3	%
U.S. and Canada		935,831	4.9	%		996,398	5.3	%
Total	$	19,108,073	100.0	%	$	18,704,337	100.0	%

The following table sets forth the number of aircraft we owned by aircraft type as of June 30, 2020 and December 31, 2019:


	June 30, 2020			December 31, 2019
	Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	1	0.3	%	1	0.3	%
Airbus A320-200	21	7.0	%	21	7.2	%
Airbus A320-200neo	16	5.3	%	13	4.5	%
Airbus A321-200	28	9.3	%	28	9.6	%
Airbus A321-200neo	39	13.0	%	35	12.0	%
Airbus A330-200	13	4.3	%	12	4.1	%
Airbus A330-300	8	2.7	%	7	2.4	%
Airbus A330-900neo	7	2.3	%	7	2.4	%
Airbus A350-900	10	3.3	%	10	3.4	%
Boeing 737-700	4	1.3	%	4	1.4	%
Boeing 737-800	84	28.0	%	85	29.1	%
Boeing 737-8 MAX	15	5.0	%	15	5.1	%
Boeing 767-300ER	—	—	%	1	0.3	%
Boeing 777-200ER	1	0.3	%	1	0.3	%
Boeing 777-300ER	24	8.0	%	24	8.2	%
Boeing 787-9	23	7.6	%	23	8.0	%
Boeing 787-10	6	2.0	%	4	1.4	%
Embraer E190	1	0.3	%	1	0.3	%
Total	301	100.0	%	292	100.0	%

As of June 30, 2020, we had commitments to acquire a total of 393 new aircraft for delivery through 2026 as follows:


	Estimated Delivery Years
Aircraft Type	2020	2021	2022	2023	2024	Thereafter	Total
Airbus A220-300⁽¹⁾	—	—	3	14	11	22	50
Airbus A320/321neo⁽²⁾	14	22	23	25	32	37	153
Airbus A330-900neo	—	3	7	5	—	—	15
Airbus A350-900/1000	3	4	3	4	5	1	20
Boeing 737-7/8/9 MAX	2	24	23	42	30	—	121
Boeing 787-9/10	8	6	8	10	2	—	34
Total	27	59	67	100	80	60	393

(1)	In addition to our commitments, as of June 30, 2020, we had options to acquire up to 25 Airbus A220 aircraft. If exercised, deliveries of these aircraft are scheduled to commence in 2023 and continue through 2028.

(2)	Our Airbus A320/321neo aircraft orders include 47 long-range variants and 29 extra long-range variants.

Aircraft Delivery Delays

Pursuant to our purchase agreements with Boeing and Airbus for new aircraft, we and each manufacturer agree to contractual delivery dates for each aircraft ordered. These dates can change for a variety of reasons, and in the last several years manufacturing delays have significantly impacted our actual delivery dates. For several years, we have experienced delivery delays for certain of our Airbus orderbook aircraft, primarily the A321neo aircraft and, to a lesser extent, A330neo aircraft. The worldwide grounding of the Boeing 737 MAX aircraft (“737 MAX”) began on March 10, 2019, and remains in effect. As a result, Boeing temporarily halted production and delivery of all 737 MAX aircraft. While production of the 737 MAX has now resumed in the second quarter, deliveries remain on hold. The Federal Aviation Administration (“FAA”) has begun flight testing for recertification of the 737 MAX. Lifting of the grounding is subject to the approval of the FAA, as well as a number of other global regulatory authorities, and we are unable to speculate as to when this may occur. Even after the grounding is lifted, Boeing’s ability to deliver 737 MAX aircraft may be impacted as a result of the COVID-19 pandemic. We are currently in discussions with Boeing regarding the mitigation of possible damages resulting from the grounding of, and the delivery delays associated with the 737 MAX aircraft that we own or have on order, which could result in changes to the commitment table.

The ongoing COVID-19 pandemic has caused delivery delays of aircraft in our orderbook and is expected to continue to cause delays of aircraft deliveries. As discussed in further detail above in “Impact of COVID-19 Pandemic,” the pandemic has resulted in numerous travel restrictions and business shutdowns or other operating limitations, including the temporary closure of final aircraft assembly facilities for each of Boeing and Airbus. In the second quarter of 2020, Boeing and Airbus resumed production in these facilities.

As a result of the temporary closures of the Boeing and Airbus facilities, most of our expected aircraft deliveries were delayed during the second quarter. Given the dynamic nature of the ongoing COVID-19 pandemic, we are in ongoing discussions with Boeing and Airbus to determine the impact and duration of delivery delays. However, we are not yet able to determine the impact of the delivery delays, and as such, the delivery dates listed above could materially change.

The aircraft purchase commitments discussed above also could be impacted by lease cancellation. Our leases typically provide that we and our airline customer each have a cancellation right related to certain aircraft delivery delays. Our purchase agreements with Boeing and Airbus also generally provide that the Company and the manufacturer each have cancellation rights that typically are parallel with our cancellation rights in our leases. Our leases and our purchase agreements with Boeing and Airbus generally provide for cancellation rights starting at one year after the original contractual delivery date, regardless of cause. Pursuant to contractual provisions, a small number of our customers canceled a total of five 737 MAX leases with us and we have subsequently exercised our right to cancel our purchase of the related 737 MAX aircraft with Boeing. We believe that the majority of our 737 MAX aircraft deliveries in our orderbook will be delayed more than 12 months.

The following table, which is subject to change based on Airbus and Boeing delivery delays, shows the number of new aircraft scheduled to be delivered as of June 30, 2020. As noted above, we expect delivery delays for all aircraft deliveries in our orderbook, including Boeing 737 MAX delivery delays after the grounding of such aircraft is lifted. We remain in discussions with Boeing and Airbus to determine the extent and duration of delivery delays, but given the dynamic nature of the ongoing COVID-19 pandemic, we are not yet able to determine the full impact of the delivery delays.


	Number of	Number
Delivery Year	Aircraft	Leased	% Leased
2020	27	27	100.0	%
2021	59	57	96.6	%
2022	67	53	79.1	%
2023	100	33	33.0	%
2024	80	11	13.8	%
Thereafter	60	—	—	%
Total	393	181

Aircraft Industry and Sources of Revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines throughout the world. As of June 30, 2020, we have a globally diversified customer base comprised of 106 airlines in 61 different countries, with over 95% of our business 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.

Performance of the commercial airline industry is linked to global economic health and development, which may be negatively impacted by economic disruption, macroeconomic conditions and geopolitical and policy risks, among other factors. COVID-19 has caused significant disruption to the commercial airline industry resulting in a meaningful decline in air travel demand and subsequent flight cancellations, negatively impacting airlines, aircraft manufacturers, and other related businesses. The International Air Transport Association (“IATA”) reported that passenger traffic fell 58.4% year-over-year for the first six months of 2020 and 86.5% year-over-year for the month of June 2020, primarily due to COVID-19. As a result, IATA expects airline passenger volumes to fall 55% in 2020 as compared to 2019, before recovering an estimated 62% from the predicted 2020 levels in 2021, albeit with 2021 passenger volumes still below peak levels achieved in 2019. While domestic and regional airline traffic have improved over the last several months, international and business air travel demand remain challenged.

We expect a significant increase in financial difficulties for our airline customers through the remainder of 2020 and potentially longer, including the need for lease deferrals or other lease concessions, requests to return aircraft early or defaults. We expect increased airline reorganizations, liquidations, or other forms of bankruptcies, which may include our aircraft customers and result in the early return of aircraft or changes in our lease terms. As of the date of this filing, we had 11 aircraft across three airlines which were subject to various forms of insolvency proceedings.

Approximately 75% of the net book value of our fleet are leased to flag carriers or airlines that have some form of governmental ownership; however, this does not guarantee our ability to collect contractual rent payments. We believe that having a large portion of the net book value of our fleet on lease with flag carriers or airlines with some form of governmental ownership, coupled with the overall quality of our aircraft and security deposits and maintenance reserves under our leases will help mitigate our customer risk.

We expect the aviation industry to recover over time from the impact of COVID-19, and in the long-term we remain optimistic. While we believe some aircraft lessors may consolidate or cease operations as a result of the pandemic, we believe the aircraft leasing industry has remained resilient over time across a variety of global economic conditions and remain optimistic about the long-term fundamentals of our business. As a result of the COVID-19 pandemic, some airlines have accelerated their plans to retire older, less fuel-efficient aircraft that have higher maintenance costs in the current environment, and we anticipate that airlines will continue to accelerate the retirement of this type of aircraft, ultimately increasing demand for newer aircraft over time. We also anticipate that when airlines need to add new aircraft to their fleet, they will increasingly elect to lease aircraft instead of purchasing aircraft to reduce capital requirements and manage other operating expenses, and that we will benefit from that trend. A number of these trends have already begun during the last several months and we continue to closely monitor market impact from the pandemic.

We and airlines around the world have continued to experience delivery delays from Boeing and Airbus, from which we have 393 aircraft on order as of June 30, 2020, as discussed above in “Our Fleet.” The Airbus delays and the 737 MAX grounding have impacted the growth of our company as well as the growth of our airline customers, passenger growth and airline profitability and we expect this to continue. As a result of continued production delays and the impact of COVID-19, we expect aircraft deliveries to be lower than previously anticipated for 2020 and delivery delays could potentially extend well into 2021 and beyond.

The worldwide grounding of the 737 MAX began on March 10, 2019, and remains in effect. As a result, Boeing temporarily halted production and delivery of all 737 MAX aircraft. While production of the 737 MAX has now resumed, deliveries remain on hold. Since March of 2019, airlines affected by this grounding have had to adjust flight schedules or cancel flights, back fill aircraft with other aircraft types or keep older aircraft in service longer. These operational changes and the uncertainty of when the 737 MAX aircraft will return to service and when Boeing will resume deliveries have impacted the profitability of certain airlines. The FAA has begun flight testing for recertification of the 737 MAX. Lifting of the grounding is subject to the approval of the FAA, as well as a number of other global regulatory authorities, and we are unable to speculate as to when this may occur. Even after the grounding is lifted, Boeing’s ability to deliver 737 MAX aircraft may be impacted as a result of the COVID-19 pandemic.

As of June 30, 2020, we owned and leased 15 737 MAX aircraft and we had 121 737 MAX aircraft on order. Because of the uncertainty on the duration of the grounding, we have curtailed our leasing of our MAX orderbook aircraft. With respect to the 15 737 MAX aircraft we own and lease, our airline customers are obligated to continue to make payments under the lease, irrespective of any difficulties in which the lessees may encounter, including an aircraft fleet grounding. Some of our airline customers for these 15 737 MAX aircraft lease payments are in arrears.

We expect that if the grounding continues for an extended time, or if there are significant 737 MAX delivery delays even after the grounding is lifted as a result of the impact of the COVID-19 pandemic, more of our customers may seek to cancel their lease contracts with us. As of June 30, 2020, a small number of our customers canceled a total of five 737 MAX leases with us and we have subsequently exercised our right to cancel our purchase of the related 737 MAX aircraft with Boeing. It is unclear at this point if we will cancel more of our 737 MAX delivery positions with Boeing or attempt to find replacement lessees. We are currently in discussions with Boeing regarding the mitigation of possible damages resulting from the grounding of and the delivery delays associated with the 737 MAX aircraft that we own and have on order.

For several years, Airbus has also had delivery delays for certain of its aircraft, primarily the A321neo aircraft and, to a lesser extent, A330neo aircraft. Those delays are continuing and have worsened. Airbus has told us to continue to expect several months of delivery delays relating to such aircraft scheduled to deliver through 2022. These delays also have impacted airline operations and the profitably of certain airlines.

Further as it relates to Airbus aircraft, in October 2019, the Office of the U.S. Trade Representative announced a 10% tariff on new aircraft imported from Europe, including Airbus aircraft. The U.S. government has recently made statements and taken certain actions that have led to, and may lead to, further changes to U.S. and international trade policies, including recently imposed tariffs affecting certain products exported by a number of U.S. trading partners, such as Europe and China. In response, many U.S. trading partners, including Europe and China, have imposed or proposed new or higher tariffs on U.S. products. We are currently monitoring the impact of this announcement on our future Airbus deliveries to U.S. customers. We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and U.S. trading partners. Accordingly, it is difficult to predict exactly how, and to what extent, such actions may impact our business, or the business of our lessees or aircraft manufacturers. Any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for aircraft, increase the cost of aircraft components, further delay production, impact the competitive position of certain aircraft manufacturers or prevent aircraft manufacturers from being able to sell aircraft in certain countries. Our leases are primarily structured as triple net leases, whereby the lessee is responsible for all operating costs including taxes, insurance, and aircraft maintenance.

Given the impact of COVID-19 on our industry, it is unclear at this time how competition within the aircraft leasing industry will evolve or change in the coming months and what the corresponding impact on lease rates will be as a result of the change in the competitive landscape, COVID-19, trade matters, the aircraft delays from Airbus and Boeing or other items.

Liquidity and Capital Resources

Overview

We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including through aircraft sales and trading activity, and an array of debt financing products. 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 with primarily fixed-rate debt. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to another and also reduces structural subordination in our capital structure. We also have the ability to seek debt financing secured by our assets, as well as financings supported through the Export-Import Bank of the United States and other export credit agencies for future aircraft deliveries. Our access to a variety of financing alternatives including unsecured public bonds, private capital, bank debt and secured markets serves as a key advantage in managing our liquidity. Additionally, we only have approximately $295.8 million in debt maturities for the remainder of 2020, which serves to limit our near-term financing needs. Aircraft delivery delays as a product of the COVID-19 pandemic and the 737 MAX grounding are expected to further reduce our debt financing needs this year and potentially beyond. We continue to monitor COVID-19 and its impact on our overall liquidity position and outlook.

We ended the second quarter of 2020 with total debt outstanding, net of discounts and issuance costs, of $14.6 billion compared to $13.6 billion as of December 31, 2019. Our unsecured debt increased to $14.5 billion as of June 30, 2020 from $13.3 billion as of December 31, 2019. Our unsecured debt as a percentage of total debt increased to 97.8% as of June 30, 2020 from 96.6% as of December 31, 2019.

Our cash flows provided by operating activities decreased by 28.6% or $187.9 million, to $468.3 million for the six months ended June 30, 2020 as compared to $656.2 million for the six months ended June 30, 2019. The decrease in our cash flow provided by operating activities is primarily due to an increase in deferred lease payments during the quarter as a result of the COVID-19 pandemic. Our cash flow used in investing activities was $902.6 million for the six months ended June 30, 2020, which resulted primarily from the purchase of aircraft, partially offset by proceeds from our sales and trading activity. Our cash flow provided by financing activities was $1.0 billion for the six months ended June 30, 2020, which resulted primarily from the issuance of unsecured notes partially offset by the repayment of outstanding debt. We expect the impact of COVID-19, including as a result of rent deferrals and other lease concessions made or that

we may make in the future to our customers, will continue to have negative impact on cash flow from operating activities.

We ended the second quarter of 2020 with available liquidity of $6.9 billion which is comprised of unrestricted cash of $926.4 million and an available borrowing capacity under our Revolving Credit Facility of $6.0 billion. Our Revolving Credit Facility does not condition our ability to borrow on the lack of a material adverse effect to us or the general economy. We believe that we have sufficient liquidity to satisfy the operating requirements of our business through at least next 12 months. A key component of the ongoing liquidity available to us is our Revolving Credit Facility, for which the substantial majority of the commitments mature in 2023. Our Revolving Credit Facility is syndicated across 49 financial institutions from around various regions of the world, diversifying our reliance on any individual lending institution. We continue to utilize our Revolving Credit Facility in the normal course of business.

The ultimate impact the COVID-19 pandemic may have on our business, results of operations and financial condition over the next 12 months is currently uncertain and will depend on certain developments, including, among others, the impact of the COVID-19 pandemic on our airline customers and the magnitude and duration of the pandemic. We currently believe that our cash on hand, current debt arrangements and general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements and capital expenditures, including aircraft acquisition over the next 12 months. We also have the ability to seek debt financing secured by our assets, as well as financings supported through the Export-Import Bank of the United States and other export credit agencies, or ECAs for future aircraft deliveries.

As of June 30, 2020, we were in compliance in all material respects with the covenants contained in our debt agreements. A ratings downgrade will not result in a default under any of our debt agreements, but it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the costs 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, 2019, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Debt

Our debt financing was comprised of the following at June 30, 2020 and December 31, 2019 (in thousands, except percentages):


	June 30, 2020			December 31, 2019
Unsecured
Senior notes	$	13,509,411		$	12,357,811
Term financings		972,625			883,050
Revolving credit facility		—			20,000
Total unsecured debt financing		14,482,036			13,260,861
Secured
Term financings		298,552			428,824
Export credit financing		28,283			31,610
Total secured debt financing		326,835			460,434

Total debt financing		14,808,871			13,721,295
Less: Debt discounts and issuance costs		(169,826)			(142,429)
Debt financing, net of discounts and issuance costs	$	14,639,045		$	13,578,866
Selected interest rates and ratios:
Composite interest rate⁽¹⁾		3.15	%		3.34	%
Composite interest rate on fixed-rate debt⁽¹⁾		3.31	%		3.39	%
Percentage of total debt at fixed-rate		90.84	%		88.40	%

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

Senior unsecured notes (including Medium-Term Note Program)

As of June 30, 2020, we had $13.5 billion in senior unsecured notes outstanding. As of December 31, 2019, we had $12.4 billion in senior unsecured notes outstanding.

During the six months ended June 30, 2020, we issued $2.3 billion in aggregate principal amount of Medium-Term Notes comprised of (i) $750.0 million due 2025 at a fixed rate of 2.30%, (ii) $650.0 million due 2030 at a fixed rate of 3.00% and (iii) $850.0 million due 2025 at a fixed rate of 3.375%.

During the quarter ended June 30, 2020, we repurchased $185.2 million in aggregate principal amount of Floating Rate Medium-Term Notes due 2021. The open market debt repurchases resulted in a gain of $13.6 million and is included in Aircraft sales, trading and other revenue in our Consolidated Income Statements.

Unsecured revolving credit facility

As of June 30, 2020, we did not have amounts outstanding under the Revolving Credit Facility. The total amount outstanding under the Revolving Credit Facility was $20.0 million as of December 31, 2019.

We have an unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as agent (the “Revolving Credit Facility”). During the six months ended June 30, 2020, we increased the aggregate capacity of our unsecured revolving credit facility by $250.0 million. On May 5, 2020, commitments totaling $92.7 million of our committed unsecured revolving credit facility matured. As of June 30, 2020, the aggregate capacity of our committed unsecured revolving credit facility was approximately $6.0 billion. Lenders hold revolving commitments totaling approximately $5.5 billion that mature on May 5, 2023, commitments totaling $245.0 million that mature on May 5, 2022 and commitments totaling $5.0 million that mature on May 5, 2021.

As of June 30, 2020, borrowings under our committed unsecured revolving credit facility will generally bear interest at either (a) LIBOR plus a margin of 1.05% per year or (b) an alternative base rate plus a margin of 0.05% per year, subject, in each case, to increases or decreases based on declines in the credit ratings for our debt. We are required to pay a facility fee of 0.20% per year (also subject to increases or decreases based on declines in the credit ratings for our debt) in respect of total commitments under our unsecured revolving credit facility. Borrowings under our committed unsecured revolving credit facility are used to finance our working capital needs in the ordinary course of business and for other general corporate purposes.

Secured debt financing

In June 2020, we entered into an amendment to our secured warehouse facility to extend the final maturity to June 2021. The facility will continue to bear a floating interest rate of LIBOR plus 2.00%. As part of the amendment, the credit facility was converted to full recourse against us and excess cash collateral was released. The outstanding balance on our secured warehouse facility was $103.1 million and $128.5 million as of June 30, 2020 and December 31, 2019, respectively.

As of June 30, 2020, the outstanding balance on our secured debt financings, including our secured warehouse facility and our export credit financing, was $326.8 million and we had pledged 12 aircraft as collateral with a net book value of $644.5 million. As of December 31, 2019, the outstanding balance on our secured debt financings, including our secured warehouse facility and our export credit financing, was $460.4 million and we had pledged 15 aircraft as collateral with a net book value of $890.7 million.

Preferred equity

On March 5, 2019, we issued 10,000,000 shares of 6.150% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), $0.01 par value, with a liquidation preference of $25.00 per share. We will pay dividends on the Series A Preferred Stock only when, as and if declared by the board of directors. Dividends will accrue, on a non-cumulative basis, on the stated amount of $25.00 per share at a rate per annum equal to: (i) 6.150% during the first five years and payable quarterly in arrears beginning on June 15, 2019, and (ii) three-month LIBOR plus a spread of 3.650% per annum from March 15, 2024, reset quarterly and payable quarterly in arrears beginning on June 15, 2024.

We may redeem shares of the Series A Preferred Stock at our option, in whole or in part, from time to time, on or after March 15, 2024, for cash at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends to, but excluding, the redemption date, without accumulation of any undeclared dividends. We may also redeem shares of the Series A Preferred Stock at our option under certain other limited conditions.

On May 6, 2020, our board of directors also approved a cash dividend of $0.384375 per share on our outstanding Series A Preferred Stock, which was paid on June 15, 2020 to holders of record of our Series A Preferred Stock as of May 31, 2020.

On August 5, 2020, our board of directors also approved a cash dividend of $0.384375 per share on our outstanding Series A Preferred Stock, which will be paid on September 15, 2020 to holders of record of our Series A Preferred Stock as of August 31, 2020.

Potential Impact of LIBOR Transition

As of June 30, 2020, we had approximately $1.4 billion of floating rate debt outstanding that used LIBOR as the applicable reference rate to calculate the interest on such debt. Additionally, our Series A Preferred Stock will in the future accrue dividends at a floating rate determined by reference to LIBOR, if available. The Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, has announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. That announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Moreover, it is possible that LIBOR will be discontinued or modified prior to 2021. The U.S. Federal Reserve and the Bank of England have begun publishing a Secured Overnight Funding Rate and a reformed Sterling Overnight Index Average, respectively, which are currently intended to serve as alternative reference rates to LIBOR. At this time, however, it is not possible to predict the establishment of any market-accepted alternative reference rates or any other reforms to LIBOR and the effect of any such changes.

Furthermore, due to the uncertainty surrounding the discontinuation of LIBOR and the effects resulting therefrom, financial market participants have yet to establish standard fallback provisions governing the calculation of floating rate interest and dividends in the event LIBOR is unavailable. The lack of a market practice and inconsistency in fallback provisions is reflected across our floating rate debt and Series A Preferred Stock and the discontinuation of LIBOR could lead to unexpected outcomes that may vary between our various debt and equity securities that reference LIBOR to determine the rate in which interest or dividends, as applicable, accrue. For example, if LIBOR is discontinued, the various fallback provisions contained in our floating rate debt agreements could lead to such debt bearing interest at, among other things, a rate of interest equal to the interest rate last in effect for which LIBOR was determinable, a floating rate determined in reference to a predetermined fallback reference rate or an alternative reference rate to be agreed upon by the parties to such agreement, and a rate of interest representative of the cost to applicable lenders of funding their participation in the debt.

If the rate used to calculate interest on our outstanding floating rate debt that currently uses LIBOR and our Series A Preferred Stock were to increase by 1.0% either as a result of an increase in LIBOR or the result of the use of an alternative reference rate determined under the fallback provisions in the applicable debt if LIBOR is discontinued, we would expect to incur additional interest expense on such indebtedness as of June 30, 2020 of approximately $13.6 million on an annualized basis. Further, if LIBOR is discontinued and there is no acceptable alternative reference rate, some of our floating rate debt, including certain senior unsecured notes issued under our Medium-Term Note Program, may effectively become fixed rate debt. As a result, the cost of this debt would increase to us if and as interest rates decreased.

While we do not expect the potential impact of any LIBOR transition to have a material effect on our financial results based on our currently outstanding debt, uncertainty as to the nature of potential changes to LIBOR, fallback provisions, alternative reference rates or other reforms could adversely impact our interest expense on our floating rate debt that currently uses LIBOR as the applicable reference rate and our Series A Preferred Stock. In addition, any alternative reference rates to LIBOR may result in interest or dividend payments that do not correlate over time with the payments that would have been made on our indebtedness or Series A Preferred Stock, respectively, if LIBOR was available in its current form. Further, the discontinuance or modification of LIBOR and uncertainty of an alternative reference rate may result in the increase in the cost of future indebtedness, which could have a material adverse effect on

our financial condition, cash flow and results of operations. We intend to closely monitor the financial markets and the use of fallback provisions and alternative reference rates in 2020 in anticipation of the discontinuance or modification of LIBOR by the end of 2021.

Credit ratings

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-	Negative	March 26, 2020
Standard and Poor's	BBB	BBB	Negative	April 10, 2020
Fitch Ratings	BBB	BBB	Negative	July 9, 2020

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.

Results of Operations

The following table presents our historical operating results for the three and six month periods ended June 30, 2020 and 2019 (in thousands, except per share amounts and percentages):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019

	(unaudited)
Revenues
Rental of flight equipment	$	497,869		$	463,870		$	994,556		$	919,609
Aircraft sales, trading and other		23,480			7,525			38,180			17,837
Total revenues		521,349			471,395			1,032,736			937,446
Expenses
Interest		102,693			96,824			210,234			186,044
Amortization of debt discounts and issuance costs		10,233			8,712			20,761			17,252
Interest expense		112,926			105,536			230,995			203,296
Depreciation of flight equipment		194,020			171,689			382,915			331,160
Selling, general and administrative		26,581			27,771			54,903			57,473
Stock-based compensation		3,892			5,863			8,321			10,037
Total expenses		337,419			310,859			677,134			601,966
Income before taxes		183,930			160,536			355,602			335,480
Income tax expense		(36,305)			(32,231)			(70,826)			(69,081)
Net income	$	147,625		$	128,305		$	284,776		$	266,399
Preferred stock dividends		(3,844)			(4,271)			(7,688)			(4,271)
Net income available to common stockholders	$	143,781		$	124,034		$	277,088		$	262,128

Earnings per share of common stock
Basic	$	1.26		$	1.11		$	2.44		$	2.36
Diluted	$	1.26		$	1.10		$	2.43		$	2.33

Other financial data
Pre-tax profit margin		35.3	%		34.1	%		34.4	%		35.8	%
Adjusted net income before income taxes⁽¹⁾	$	194,211		$	170,840		$	376,996		$	358,498
Adjusted pre-tax profit margin⁽¹⁾		37.3	%		36.2	%		36.5	%		38.2	%
Adjusted diluted earnings per share before income taxes⁽¹⁾	$	1.71		$	1.51		$	3.31		$	3.18
Pre-tax return on common equity (trailing twelve months)		13.9	%		14.6	%		13.9	%		14.6	%
Adjusted pre-tax return on common equity (trailing twelve months)⁽¹⁾		15.0	%		15.7	%		15.0	%		15.7	%

(1)

Adjusted net income before income taxes (defined as net income available to common stockholders 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 pre-tax profit margin (defined as adjusted net income before income taxes divided by total revenues), 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) and adjusted pre-tax return on common equity (defined as adjusted net income before income taxes divided by average common shareholders’ equity) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income available to common stockholders, pre-tax profit margin, earnings per share, diluted earnings per share and pre-tax return on common equity, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes, adjusted pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity 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 pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity 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 pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity, 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 pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity 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 pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity may differ from the adjusted net income before income taxes, adjusted pre-tax profit margin, adjusted diluted earnings per share before income taxes and adjusted pre-tax return on common equity, 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 available to common stockholders to adjusted net income before income taxes and adjusted pre-tax profit margin (in thousands, except percentages):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019

	(unaudited)
Reconciliation of net income available to common stockholders to adjusted net income before income taxes and adjusted pre-tax profit margin:
Net income available to common stockholders	$	143,781		$	124,034		$	277,088		$	262,128
Amortization of debt discounts and issuance costs		10,233			8,712			20,761			17,252
Stock-based compensation		3,892			5,863			8,321			10,037
Provision for income taxes		36,305			32,231			70,826			69,081
Adjusted net income before income taxes	$	194,211		$	170,840		$	376,996		$	358,498
Total revenues	$	521,349		$	471,395		$	1,032,736		$	937,446
Adjusted pre-tax profit margin⁽¹⁾		37.3	%		36.2	%		36.5	%		38.2	%

(1)	Adjusted pre-tax profit margin is adjusted net income before income taxes divided by total revenues

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019

	(unaudited)

Reconciliation of net income available to common stockholders to adjusted diluted earnings per share before income taxes:
Net income available to common stockholders	$	143,781	$	124,034	$	277,088	$	262,128
Amortization of debt discounts and issuance costs		10,233		8,712		20,761		17,252
Stock-based compensation		3,892		5,863		8,321		10,037
Provision for income taxes		36,305		32,231		70,826		69,081
Adjusted net income before income taxes	$	194,211	$	170,840	$	376,996	$	358,498
Weighted-average diluted common shares outstanding		113,773,127		112,807,023		113,840,929		112,598,623
Adjusted diluted earnings per share before income taxes	$	1.71	$	1.51	$	3.31	$	3.18

The following table shows the reconciliation of net income available to common stockholders to adjusted pre-tax return on common equity (in thousands, except percentages):


	Trailing Twelve Months June 30,
	2020			2019

	(unaudited)
Reconciliation of net income available to common stockholders to adjusted pre-tax return on common equity:
Net income available to common stockholders	$	590,123		$	547,101
Amortization of debt discounts and issuance costs		40,200			33,926
Stock-based compensation		19,029			19,198
Provision for income taxes		150,309			135,518
Adjusted net income before income taxes	$	799,661		$	735,743

Common shareholders’ equity as of beginning of the period	$	5,049,884		$	4,337,842
Common shareholders’ equity as of end of the period	$	5,619,801		$	5,049,884
Average common shareholders’ equity	$	5,334,843		$	4,693,863

Adjusted pre-tax return on common equity		15.0	%		15.7	%

Three months ended June 30, 2020, compared to the three months ended June 30, 2019

Rental revenue

As of June 30, 2020, we owned 301 aircraft with a net book value of $19.1 billion and recorded $497.9 million in rental revenue for the quarter then ended, which included $8.1 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of June 30, 2019, we owned 297 aircraft with a net book value of $17.8 billion and recorded $463.9 million in rental revenue for the quarter ended June 30, 2019, which included $2.1 million in amortization expense related to initial direct costs, which is net of overhaul revenue. This increase was principally driven by the continued growth of our fleet as compared to prior year.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $23.5 million for the three months ended June 30, 2020 compared to $7.5 million for the three months ended June 30, 2019. During the quarter ended June 30, 2020, we recorded $4.9 million in gains from the sale of four aircraft and $13.6 million in other revenue related to the repurchase of $185.2 million in aggregate principal of our Floating Rate Medium-Term Notes due 2021. During the quarter ended June 30,

2019, we did not sell any aircraft from our operating lease portfolio. As noted above, we expect the COVID-19 pandemic to have an adverse impact on demand for used aircraft and that we will sell fewer used aircraft in 2020 than we initially planned to sell and it is unclear what demand for used aircraft will be in 2021.

Interest expense

Interest expense totaled $112.9 million for the three months ended June 30, 2020 compared to $105.5 million for the three months ended June 30, 2019. The increase was primarily due to an increase in our aggregate debt balance partially offset by a decrease in our composite interest rate. 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 $194.0 million in depreciation expense of flight equipment for the three months ended June 30, 2020 compared to $171.7 million for the three months ended June 30, 2019. The increase in depreciation expense for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, is primarily attributable to the acquisition of additional aircraft in our operating fleet during the last twelve months.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $26.6 million for the three months ended June 30, 2020 compared to $27.8 million for the three months ended June 30, 2019. Selling, general and administrative expense as a percentage of total revenue decreased to 5.1% for the three months ended June 30, 2020 compared to 5.9% for the three months ended June 30, 2019. 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 19.7% and 20.1% for the three months ended June 30, 2020 and 2019, respectively. Changes in the tax rate were primarily driven by variances in permanent items.

Net income available to common stockholders

For the three months ended June 30, 2020, we reported consolidated net income available to common stockholders of $143.8 million, or $1.26 per diluted share, compared to a consolidated net income available to common stockholders of $124.0 million, or $1.10 per diluted share, for the three months ended June 30, 2019. Net income available to common stockholders increased in the second quarter of 2020 as compared to 2019, primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity.

Adjusted net income before income taxes

For the three months ended June 30, 2020, we recorded adjusted net income before income taxes of $194.2 million, or $1.71 per diluted share, compared to an adjusted net income before income taxes of $170.8 million, or $1.51 per diluted share, for the three months ended June 30, 2019. Our adjusted net income before income taxes increased primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity.

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 available to common stockholders.

Six months ended June 30, 2020, compared to the six months ended June 30, 2019

Rental revenue

As of June 30, 2020, we owned 301 aircraft with a net book value of $19.1 billion and recorded $994.6 million in rental revenue for the six months then ended, $13.7 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of June 30, 2019, we owned 297 aircraft with a net book value of $17.8 billion and recorded $919.6 million in rental revenue for the six months then ended, which included overhaul revenue, net of amortization expense related to initial direct costs, of $15.9 million. This increase was principally driven by the continued growth of our fleet as compared to prior year.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $38.2 million for the six months ended June 30, 2020 compared to $17.8 million for the six months ended June 30, 2019. During the six months ended June 30, 2020, we recorded $6.5 million in gains from the sale of seven aircraft from our operating lease portfolio, $6.5 million in other revenue from the forfeiture of security deposits and $13.6 million in other revenue related to the repurchase of $185.2 million in aggregate principal of our Floating Rate Medium-Term Notes due 2021. During the six months ended June 30, 2019, we recorded $1.6 million in gains from the sale of six aircraft from our operating lease portfolio.

Interest expense

Interest expense totaled $231.0 million for the six months ended June 30, 2020 compared to $203.3 million for the six months ended June 30, 2019. The increase was primarily due to an increase in our aggregate debt balance, partially offset by the decrease in our composite interest rate. 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 $382.9 million in depreciation expense of flight equipment for the six months ended June 30, 2020 compared to $331.2 million for the six months ended June 30, 2019. The increase in depreciation expense for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, 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 $54.9 million for the six months ended June 30, 2020 compared to $57.5 million for the six months ended June 30, 2019. Selling, general and administrative expense as a percentage of total revenue decreased to 5.3% for the six months ended June 30, 2020 compared to 6.1% for the six months ended June 30, 2019. 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 19.9% and 20.6% for the six months ended June 30, 2020 and 2019, respectively. Changes in the tax rate were primarily driven by variances in permanent items.

Net income available to common stockholders

For the six months ended June 30, 2020, we reported consolidated net income available to common stockholders of $277.1 million, or $2.43 diluted share, compared to a consolidated net income available to common stockholders of $262.1 million, or $2.33 per diluted share, for the six months ended June 30, 2019. Net income available to common stockholders increased for the six months ended June 30, 2020 as compared to 2019, primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity.

Adjusted net income before income taxes

For the six months ended June 30, 2020, we recorded adjusted net income before income taxes of $377.0 million, or $3.31 per diluted share, compared to an adjusted net income before income taxes of $358.5 million, or $3.18 per diluted share, for the six months ended June 30, 2019. Our adjusted net income before income taxes increased for the six months ended June 30, 2020 as compared to 2019, primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity.

Contractual Obligations

Our contractual obligations as of June 30, 2020, are as follows (in thousands):


	2020		2021		2022		2023		2024		Thereafter		Total
Long-term debt obligations	$	295,789	$	1,948,697	$	2,730,561	$	2,502,123	$	1,544,791	$	5,786,910	$	14,808,871
Interest payments on debt outstanding⁽¹⁾		226,015		444,082		387,406		315,782		238,608		475,014		2,086,907
Purchase commitments⁽²⁾		2,025,283		4,564,159		5,712,095		6,534,093		4,508,101		2,840,517		26,184,248
Operating leases		3,461		7,062		6,509		6,391		4,548		33,058		61,029
Total	$	2,550,548	$	6,694,000	$	8,836,571	$	9,358,389	$	6,296,048	$	9,135,499	$	43,141,055

(1)Future interest payments on floating rate debt are estimated using floating rates in effect at June 30, 2020.

(2)Purchase commitments reflect our estimate of future Boeing and Airbus aircraft deliveries based on information currently available to us. The actual delivery dates of such aircraft and expected time for payment of such aircraft may differ from our estimates and could be further impacted by ongoing COVID-19 pandemic and the length of the 737 MAX grounding and the pace at which Boeing can deliver aircraft following the lifting of the 737 MAX grounding, among other factors. Purchase commitments include only the costs of aircraft in our committed order book and do not include costs of aircraft that we have the option to purchase or have the right to purchase through memorandums of understanding or letters of intent.

The above table does not include any dividends we may pay on our Series A Preferred Stock or common stock.

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 non-controlling interests in two investment funds in which we own 9.5% of the equity of each fund. We account for our interest in these funds under the equity method of accounting due to our level of influence and involvement in the funds. Also, we manage aircraft that we have sold through our Thunderbolt platform. In connection with the sale of these aircraft portfolios through our Thunderbolt platform, we hold non-controlling interests of approximately 5.0% in two entities. These investments are accounted for under the cost method of accounting.

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, 2019. 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 six months ended June 30, 2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 June 30, 2020 and December 31, 2019, we had $1.4 billion and $1.6 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 interest rate were to increase by 1.0%, we would expect to incur additional interest expense on our existing indebtedness of approximately $13.6 million and $15.9 million as of June 30, 2020 and December 31, 2019, respectively, each on an annualized basis, which would put downward pressure on our operating margins. Further, as of June 30, 2020, 90.8% 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. Approximately 0.8% and 0.7% of our lease revenues were denominated in foreign currency as of June 30, 2020 and December 31, 2019, respectively. 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.

In December 2019, we issued C$400.0 million in aggregate principal amount of 2.625% notes due 2024. We effectively hedged our foreign currency exposure on this transaction through a cross-currency swap that converts the borrowing rate to a fixed 2.535% U.S. dollar denominated rate. See Note 7 of Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on the fair value of the swap.

ITEM 4. CONTROLS AND PROCEDURES

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 June 30, 2020. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at June 30, 2020.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 FACTORS

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, 2019 and in “Part II—Item 1A. Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date

3.1	Restated Certificate of Incorporation of Air Lease Corporation	S-1	333-171734	3.1	January 14, 2011

3.2	Fourth Amended and Restated Bylaws of Air Lease Corporation.	8-K	001-35121	3.1	March 27, 2018

3.3	Certificate of Designations with respect to the 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of Air Lease Corporation, dated March 4, 2019, filed with the Secretary of State of Delaware and effective on March 4, 2019.	8-A	001-35121	3.2	March 4, 2019

4.1	Description of Capital Stock	10-K	001-35121	4.1	February 14, 2020

10.1	Seventh Amendment to Amended and Restated Warehouse Loan Agreement, dated as of June 19, 2020, among ALC Warehouse Borrower, LLC, as Borrower, the Lenders from time to time party hereto, and Commonwealth Bank of Australia, New York Branch, as Agent				Filed herewith

10.2†	Amendment No. 14 to the A350XWB Family Purchase Agreement, dated June 30, 2020, by and between Air Lease Corporation and Airbus S.A.S.				Filed herewith

10.3†	Amendment No. 1 to Agreement, dated June 14, 2020, between Airbus S.A.S. and Air Lease Corporation				Filed herewith

10.4†	Amendment No. 10 to the A330-900 NEO Purchase Agreement, dated June 14, 2020, between Air Lease Corporation and Airbus S.A.S.				Filed herewith

10.5†	Amendment No. 26 to A320 NEO Family Purchase Agreement, dated April 7, 2020, by and between Air Lease Corporation and Airbus S.A.S.				Filed herewith

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

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

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).				Furnished herewith


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date

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).				Furnished herewith

101.INS	XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

104	The cover page from Air Lease Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL

†Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

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

August 6, 2020	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)

August 6, 2020	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

EXECUTION VERSION

SEVENTH AMENDMENT TO AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT

Dated as of June 19, 2020

among

ALC WAREHOUSE BORROWER, LLC, as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as Agent

SEVENTH AMENDMENT TO AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT, dated as of June 19, 2020 (this “Amendment”), is entered into by and among ALC WAREHOUSE BORROWER, LLC, as Borrower (the “Borrower”), the Lenders party to the Warehouse Agreement (defined below) (the “Lenders”) and COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as Agent (the “Agent”). Capitalized terms used and not otherwise defined herein are used as defined in the Amended and Restated Warehouse Loan Agreement, dated as of June 21, 2013 (as amended, restated, modified and supplemented from time to time, the “Warehouse Agreement”), among the Borrower, the Lenders and the Agent.

WHEREAS, the parties hereto desire to amend the Warehouse Agreement in certain respects as provided herein;

NOW THEREFORE, in consideration of the premises and other material covenants contained herein, the parties hereto agree as follows:

Section 1. Amendments to the Warehouse Agreement.

(a) Effective as of the date hereof, Section 1.01 of the Warehouse Agreement is hereby amended by deleting the definition of “Limited Guaranty” in its entirety and inserting the following definition of “Guaranty” into such Section 1.01 in alphabetical order:

“Guaranty” means the Amended and Restated Guaranty dated as of June 19, 2020 by ALC in favor of the Protected Parties.

(b) Effective as of the date hereof, Section 1.01 of the Warehouse Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and inserting the following in lieu thereof:

“Maturity Date” means the date occurring sixty (60) months following the end of the Availability Period.

(c) Effective as of the date hereof, Section 1.01 of the Warehouse Agreement is hereby amended by deleting the definition of “Maximum Cash Collateral Amount” in its entirety and inserting the following in lieu thereof:

“Maximum Cash Collateral Amount” means zero (0) Dollars.

(d) Effective as of the date hereof, Section 5.04(a)(v) of the Warehouse Agreement is hereby amended by inserting “(as entered into as of the Effective Date by ALC in favor of the Protected Parties)” immediately following “the Limited Guaranty”.

(e) Effective as of the date hereof, Section 11.01 of the Warehouse Agreement is hereby amended by deleting the text ““Aggregated Maximum Guaranteed Amount”,” therefrom.

[Seventh Amendment to Warehouse Loan Agreement]

(f) Effective as of the date hereof, all references to “Limited Guaranty” in each of the Loan Documents, with the exception of the reference in Section 5.04(a)(v) of the Warehouse Agreement, shall be amended to refer to the “Guaranty” in lieu thereof.

Section 2. Adjustments to Interest Periods and Settlement Dates. As a result of the Maturity Date extension being effectuated hereby, and notwithstanding anything to the contrary in Section 4.07 of the Warehouse Agreement, the parties agree that (a) the current Interest Period shall be for the period from and including May 21, 2020 to and including June 19, 2020, with the Settlement Date for such Interest Period being June 19, 2020, and (b) the following Interest Period shall be for the period from and including June 19, 2020 to and including July 21, 2020, with the Settlement Date for such Interest Period being July 21, 2020. For all subsequent Interest Periods and Settlement Dates, the terms of Section 4.07 of the Warehouse Agreement shall apply.

Section 3. Amendment to Limited Guaranty. The Lenders hereby direct the Agent to cause the Limited Guaranty to be amended and restated in the form of the Guaranty attached hereto as Exhibit A.

Section 4. Waiver of Non-Pro Rata Payment of Loans.

(a) The Borrower has notified the Agent and Lenders that it intends to prepay in full the Loans extended by Natixis, New York Branch (“Natixis”) pursuant to the Warehouse Agreement (the “Natixis Payoff”).

(b) This contemplated Natixis Payoff is not specifically permitted by the terms of the Warehouse Agreement and therefore, the Borrower hereby requests pursuant to Section 7.02(e) and Section 11.01 of the Warehouse Agreement that the Agent and Lenders agree and consent as follows:

(i) to waive the requirement of Section 4.08 of the Warehouse Agreement, that any payment on account of any Loan in excess of a Protected Party’s pro rata share of payments obtained by all Protected Parties requires such Protected Party to purchase from the other Protected Parties such participations in Loans made by them as shall be necessary to cause such purchasing Protected Party to share the excess payment ratably with each of them.

(c) For the avoidance of doubt, the waivers and consents requested in the preceding paragraph (b) above shall apply only with respect to the Natixis Payoff.

(d) Upon completion of the Natixis Payoff, the Agent shall update the Register to reduce the principal amount of each Loan owing, directly or indirectly, to Natixis to zero (0).

Section 5. Conditions Precedent; Warehouse Agreement in Full Force and Effect as Amended.

(a) The effectiveness of this Amendment is subject to satisfaction of the following conditions precedent:

[Seventh Amendment to Warehouse Loan Agreement]

(i) the Agent shall have received the Guaranty, duly executed and delivered by the parties thereto and in the form of Exhibit A attached hereto; and

(ii) the Agent shall have received a legal opinion of special counsel to the Guarantor (as defined in the Guaranty) with respect to organizational, enforceability and other matters, which counsel and legal opinion shall be reasonably acceptable to the Agent and each of the Designated Lenders.

(b) Except as specifically amended hereby, the Warehouse Agreement shall remain in full force and effect. All references to the Warehouse Agreement shall be deemed to mean the Warehouse Agreement as modified hereby. This Amendment shall not constitute a novation of the Warehouse Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Warehouse Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein.

Section 6. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c) Except as expressly set forth herein, each of the Agent and the Lenders do not waive and have not waived, and hereby expressly reserve, its right at any time to take any and all actions, and to exercise any and all remedies, authorized or permitted under the Warehouse Agreement, as amended, or any of the other Loan Documents, as amended, or available at law or equity or otherwise. Without limiting the foregoing and except as expressly provided herein, nothing in this Amendment constitutes a waiver of any Facility Event of Default under the Warehouse Agreement, or of any condition to Advances thereunder.

(d) Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).

* * *

[Seventh Amendment to Warehouse Loan Agreement]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	ALC WAREHOUSE BORROWER,
	LLC, as Borrower

	By:	/s/ Greg Willis
	Name:	Greg Willis
	Title:	Executive Vice President and Chief Financial Officer

[Seventh Amendment to Warehouse Loan Agreement]

	COMMONWEALTH BANK OF AUSTRALIA,
	NEW YORK BRANCH, as Agent

	By:	/s/ Bowen Taylor
	Name:	Bowen Taylor
	Title:	Associate Director

	COMMONWEALTH BANK OF AUSTRALIA,
	OFFSHORE BANKING
	UNIT, as a Designated Lender

	By:	/s/ Stephen Carroll
	Name:	Stephen Carroll
	Title:	Director, ITC

[Seventh Amendment to Warehouse Loan Agreement]

	THE GOVERNOR AND COMPANY OF THE
	BANK OF IRELAND, as a Designated Lender

	By:	/s/ Keith Hughes
	Name:	Keith Hughes
	Title:	Director

	By:	/s/ Frank Schmitt
	Name:	Frank Schmitt
	Title:	Associate Director

[Seventh Amendment to Warehouse Loan Agreement]

	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as a Designated Lender

	By:	/s/ William Eustis
	Name:	William Eustis
	Title:	Managing Director

[Seventh Amendment to Warehouse Loan Agreement]

	JPMORGAN CHASE BANK, N.A., as a
	Designated Lender

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

EXHIBIT A

FORM OF GUARANTY

[Amended and Restated Guaranty]

EXECUTION VERSION

AMENDED AND RESTATED GUARANTY

AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of June 19, 2020, is made by AIR LEASE CORPORATION, a Delaware corporation (together with its successors and assigns, “ALC” or the “Guarantor”).

RECITALS:

WHEREAS, pursuant to the Amended and Restated Warehouse Loan Agreement, dated as of June 21, 2013 (as amended, modified or supplemented from time to time in accordance with its terms, the “Warehouse Loan Agreement”), among ALC Warehouse Borrower, LLC, a limited liability company organized under the laws of the State of Delaware (together with its successors and assigns, the “Borrower”), the lenders from time to time a party thereto (each a “Lender” and collectively the “Lenders”), and Commonwealth Bank of Australia, New York Branch (as successor to Credit Suisse AG, New York Branch), in its capacity as Agent (together with its successors and assigns, the “Agent”), the Lenders have committed to extend loans to the Borrower in an aggregate principal amount of up to their respective Allocations and have funded Loans as provided in the Register on the date hereof;

WHEREAS, as a partial inducement for the Agent and the Lenders to enter into the Warehouse Loan Agreement, the Guarantor executed and delivered that certain Limited Guaranty, dated as of June 21, 2013 (as amended by that certain First Amendment to Limited Guaranty, dated as of July 23, 2014, the “Limited Guaranty”), pursuant to which the Guarantor agreed to guaranty, among other things, payment of all of the Obligations up to the Aggregate Maximum Guaranteed Payment (as defined therein);

WHEREAS, as a partial inducement for the Agent and the Lenders to enter into the Seventh Amendment to Amended and Restated Warehouse Loan Agreement, dated as of the date hereof (the “Seventh Amendment to Warehouse Loan Agreement”, which, for the avoidance of doubt, forms part of the Warehouse Loan Agreement) on the terms set forth therein, the Guarantor will execute and deliver this Guaranty pursuant to which such Guarantor will guaranty fully, among other things, payment of all of the Obligations; and

WHEREAS, the Borrower is a Subsidiary of the Guarantor, the Guarantor will receive substantial direct or indirect benefit from the transaction described in the Warehouse Loan Agreement and therefore it is in the best interest of the Guarantor to enter into this Guaranty.

AGREEMENT:

Accordingly, the Guarantor agrees for the benefit of each Protected Party (hereinafter each referred to as a “Beneficiary” and collectively the “Beneficiaries”) and each of its permitted assigns or transferees, as follows:

[Amended and Restated Guaranty]

Section 1. Certain Terms. Capitalized terms used herein without definition have the respective meanings set forth in the Warehouse Loan Agreement.

Section 2. Guaranty.

(a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor and as a guarantor of payment and performance and not merely as surety or guarantor of collection, to each Beneficiary: (i) the full and prompt payment by the Borrower when due of the Obligations, strictly in accordance with the terms of such Loan Documents, and (ii) the full and timely performance of, and compliance with, each and every duty, agreement, undertaking, indemnity and obligation of the Borrower under the Loan Documents strictly in accordance with the terms thereof, in each case, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several and whether now or hereafter existing or due or to become due (such payment and other obligations described in clauses (i) and (ii) being referred to herein as the “Liabilities”). The liability of the Guarantor hereunder shall extend to all amounts which constitute part of the Obligations and would be owed by the Borrower but for the fact that such amounts are unenforceable or not allowable due to any circumstance whatsoever or due to the existence of a bankruptcy, suspension of payments, reorganization or similar proceeding involving the Borrower.

(b) The Guarantor further agrees to pay any and all costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Agent and/or the Collateral Agent in enforcing any rights with respect to, or collecting, any or all of the Obligations from the Guarantor, or enforcing any rights with respect to, or collecting against, the Guarantor hereunder, together with interest at a rate equal two percent (2%) above the rate of interest otherwise applicable to such amounts under the Warehouse Loan Agreement (or if no rate of interest is otherwise applicable, two percent (2%) above the Corporate Base Rate) from the date 30 days after Agent makes a written request to Guarantor for payment of such expenses to the date of actual payment thereof. In no event shall this Section 2(b) require Guarantor to pay any costs or expenses paid or incurred by the Agent and/or the Collateral Agent in enforcing any rights with respect to, or collecting, any or all of the Obligations against the Borrower.

(c) Subject to the provisions of Section 10, this Guaranty shall terminate upon the payment in full of all of the Obligations.

Section 3. Consent. The Guarantor hereby consents and agrees that the time or place of payment of any Obligation may be exchanged or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; that any of the provisions of the Warehouse Loan Agreement may be renewed, extended, modified, increased, accelerated, compromised, refinanced or waived; that the Borrower may be granted indulgences or released from liability; that the insolvency, bankruptcy and/or dissolution of the Borrower or of the Guarantor shall not affect the obligations hereunder of the Guarantor; that neither the invalidity or unenforceability of any of the Obligations shall affect the obligations hereunder of the Guarantor; that no claim need be asserted against any trustee in bankruptcy or receiver or other representative in the event the Borrower or the Guarantor is adjudicated bankrupt or

[Amended and Restated Guaranty]

becomes insolvent; and that any property to the credit of the Borrower or the Guarantor or any other party liable for payment of any of the Obligations may be released from time to time, in whole or in part, at, before or after the stated, extended or accelerated maturity of such Obligations, all of which (i) may be effected without notice to or further assent by the Guarantor and (ii) shall not affect the obligations of the Guarantor under this Guaranty.

Section 4. Waiver. The Guarantor hereby expressly waives, to the extent permitted by applicable law:

(a) Notice of acceptance of this Guaranty;

(b) Presentment and demand for payment of any Obligation;

(c) Protest and notice of dishonor or default to the Guarantor or to any other party with respect to any Obligation or any security for any Obligation;

(d) Demand for payment under this Guaranty;

(e) Notice of disposition of any security for any Obligation;

(f) Any defense by reason of impairment of: (i) any security now or hereafter held for any Obligation; or (ii) recourse against any party liable for the payment of any Obligation; and

(g) Any other defense or counterclaim whatsoever, other than indefeasible payment and performance of the Obligations.

Section 5. Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. The Guarantor: (a) waives any claim to marshaling of assets and (b) waives any right to require that an action be brought against the Borrower or any other Person prior to action against the Guarantor hereunder. The Guarantor shall be released from all liability hereunder upon termination of this guaranty in accordance with Section 2(c).

Section 6. Binding Effect. The provisions of this Guaranty shall be binding upon the Guarantor and its successors and assigns, and shall inure to the benefit of each Beneficiary and its successors and permitted assigns. The Guarantor may not assign its rights, benefits, duties and obligations under this Guaranty without the prior written consent of the Agent (acting at the direction of the Majority Lenders).

Section 7. Reduction of Obligations. To the extent that the Guarantor has made payment pursuant to the terms of this Guaranty to any Beneficiary with respect to the Obligations, the full amount of such payment shall be deducted from the amounts in respect of the Obligations payable to such Beneficiary pursuant to the terms of the Warehouse Loan Agreement. Any payments made by ALC in its capacity as the initial Servicer pursuant to the terms of the Servicing Agreement or a Seller pursuant to the terms of a Sale Agreement shall not be deducted from amounts in respect of the Obligations payable to any such Beneficiary.

[Amended and Restated Guaranty]

Section 8. Limitation of Guaranty. Notwithstanding any term or provision of this Guaranty or the Warehouse Loan Agreement to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which the Guarantor shall be liable shall not exceed the maximum amount for which the Guarantor can be liable without rendering this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer.

Section 9. Representations and Warranties. The Guarantor makes the following representations, warranties and agreements with the Beneficiaries:

(a) Company Status. The Guarantor is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and a separate legal entity from the Borrower.

(b) Power and Authority. The Guarantor has the power and authority to execute, deliver and carry out the terms and provisions of this Guaranty and has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Guaranty. The Guarantor has duly executed and delivered the Guaranty and the Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) No Violation. Neither the execution, delivery or performance by the Guarantor of the Guaranty, nor compliance by the Guarantor with the terms and provisions thereof, nor the consummation of the transactions contemplated herein or therein, (i) will contravene any material provision of any applicable law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, Warehouse Loan Agreement or any other agreement, contract or instrument to which the Guarantor is a party or by which it or any of its material property or assets are bound or to which it may be subject, or (iii) will violate any provision of the certificate of incorporation of the Guarantor.

(d) Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Guarantor, threatened in writing (i) with respect to this Guaranty or (ii) with respect to any other matter, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(e) Governmental Approvals. Except as may have been obtained or made on or prior to the date hereof (and which remain in full force and effect on the date hereof), no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any domestic or foreign governmental or public body or authority, or any subdivision thereof, is required to authorize, in respect of the Guarantor, or is

[Amended and Restated Guaranty]

required to be obtained by the Guarantor in connection with (i) the execution, delivery and performance by the Guarantor of this Guaranty or (ii) the legality, validity, binding effect or enforceability of this Guaranty with respect to the Guarantor.

(f) Access to Information. The Guarantor has and will continue to have independent means of obtaining information concerning the Borrower’s affairs, financial condition and business. None of the Agent nor any Beneficiary shall have any duty or responsibility to provide Guarantor with any credit or other information concerning the Borrower’s affairs, financial condition or business which may come into the possession of the Agent or any Beneficiary.

Section 10. Reinstatement. This Guaranty shall remain in full force and effect and continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that, and to the extent that, any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall, to the fullest extent permitted by law, be reinstated, and shall be deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 11. Subrogation. After (and not before) all amounts payable under or in respect of the Warehouse Loan Agreement and all other Obligations have been indefeasibly paid in full and in cash and fully performed, the Guarantor shall be subrogated to the rights of the Beneficiaries to receive payments in respect of the Warehouse Loan Agreement and the other Obligations.

Section 12. Amendment. This Guaranty may not be modified or amended except by a writing duly executed by the Guarantor and the Agent (acting at the direction of the Majority Lenders; provided that the direction of each Lender shall be required in connection with any amendment, modification, termination or waiver of any provision hereof that releases, in whole or in part, the Guarantor from its obligations hereunder or changes in any manner the definitions of “Beneficiary” or “Liabilities”).

Section 13. Governing Law. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS GUARANTY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, THE LAWS (OF THE STATE OF NEW YORK (OTHER THAN CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).

Section 14. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be invalid under such laws, such provision shall be ineffective only to the extent of such prohibition or invalidity, without affecting the remainder of such provision or the remaining provisions of this Guaranty, which shall be binding and enforceable to the fullest extent allowable by law.

[Amended and Restated Guaranty]

Section 15. Waiver. Waiver by the Agent (acting at the direction of the Majority Lenders) of a breach of this Guaranty shall not operate as a waiver of any subsequent breach thereof.

Section 16. Signatures. Facsimile transmissions of any executed original document and/or retransmission of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile transmissions by executing duplicate original documents and delivering the same to the requesting party or parties.

Section 17. Notices. All notices, requests and other communications to be given or otherwise made to any party hereto shall be deemed to be sufficient if contained in a written instrument duly transmitted by facsimile or duly sent by overnight courier service or first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by the addressee to the addressor listing all parties:

(a) if to the Guarantor:

Air Lease Corporation
2000 Avenue of the Stars
Suite 1000N
Los Angeles, CA 90067
Attention: Legal Department and Chief Accounting Officer
Telephone: (310) 553-0555
Fax: (310) 553-0999
Email: legalnotices@airlease.com

(b) if to the Agent, to the address(es) set forth in Section 11.04 of the Warehouse Loan Agreement.

Section 18. Consents and Waivers Relating to Legal Proceedings.

(a) THE GUARANTOR AND EACH BENEFICIARY (BY ACCEPTANCE OF RIGHTS HEREUNDER) WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS GUARANTY OR ANY ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.

(b) Pursuant to Section 5-1402 of the New York General Obligations Law, all actions or proceedings arising in connection with this Guaranty shall be tried and litigated in state or Federal courts located in the Borough of Manhattan, New York City, State of New York. THE GUARANTOR AND (BY ACCEPTANCE OF RIGHTS HEREUNDER) EACH BENEFICIARY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

[Amended and Restated Guaranty]

Nothing contained in this clause shall preclude the Agent from bringing any action or proceeding arising out of or relating to this Guaranty in the courts of any place where the Guarantor or any of its assets or assets of the Borrower or any of its assets may be found or located.

Section 19. Guaranty Enforceable by Agent. Notwithstanding anything to the contrary contained elsewhere in this Guaranty, the Beneficiaries agree (by their acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action of the Agent, in each case acting upon the instructions of the Majority Lenders. In the event that any Beneficiary seeks to cause the Guarantor to pay or perform with respect to any of the Liabilities, the Agent (acting at the direction of the Majority Lenders) shall make a written demand on the Guarantor (an “Agent Demand”). Upon receipt of an Agent Demand, the Guarantor shall promptly pay or perform with respect to such Liability as specified in such Agent Demand.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[Amended and Restated Guaranty]

IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the 19th day of June, 2020.

	AIR LEASE CORPORATION

	By:	/s/ Greg Willis
	Name:	Greg Willis
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT 10.2

CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED

AMENDMENT N° 14

TO THE

A350 FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 1/6

AMENDMENT N° 14 TO THE

A350 FAMILY PURCHASE AGREEMENT

This amendment N°14 (the “Amendment N°14”) dated 30 June 2020 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, 31700 Blagnac, France (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” and individually as a “Party”.

WHEREAS:

A. The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103521 on 01 February 2013 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) firm A350 Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “Purchase Agreement”.

B. On 03 March 2015, the Buyer and the Seller entered into an Amendment N°1 to the Purchase Agreement to modify the terms and conditions with respect to certain A350XWB Family Aircraft.

C. On 03 March 2015, the Buyer and the Seller entered into an Amendment N°2 to the Purchase Agreement in order to, among other things, provide for the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft.

D. On 08 September 2015, the Buyer and the Seller entered into an Amendment N°3 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A350-900 Aircraft and [*].

E. On 14 April 2016, the Buyer and the Seller entered into an Amendment N°4 to the Purchase Agreement in order to (i) provide the terms by which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 Aircraft, and (ii) [*].

F. On 25 May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement in order to [*].

G. On 18 July 2016, the Buyer and the Seller entered into an Amendment N°6 to the Purchase Agreement in order to, among other things, (i) address specifications issues for both A350-900 Aircraft and A350-1000 Aircraft, (ii) [*] and (iii) [*].

H. On 31 July 2017, the Buyer and the Seller entered into an Amendment N°7 to the Purchase Agreement in order to [*].

I. On 27 December 2017, the Buyer and the Seller entered into an Amendment N°8 to the Purchase Agreement in order to [*].


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 2/6


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 3/6

J. On 01 June 2018, the Buyer and the Seller entered into an Amendment N°9 to the Purchase Agreement in order to [*].

K. On 31 December 2018, the Buyer and the Seller agreed to [*].

L. [*], the Buyer and the Seller have entered into an amendment N° 5 to the A330 Agreement dated as of 31 December 2018 to provide for [*].

M. On 31 December 2018, the Buyer and the Seller entered into an Amendment N°10 to the Purchase Agreement in order to, among other things, (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase three (3) incremental A350-900 aircraft and one (1) A350-1000 aircraft and (ii) [*].

N. On 26 April 2019, the Buyer and the Seller entered into an Amendment and Restatement Agreement of Letter Agreement N°1 to Amendment N°10 in order to cancel and replace Clause 4 of the Original Letter Agreement.

O. On 15 May 2019, the Buyer and the Seller entered into an Amendment N°11 in order to [*].

P. On 20 December 2019, the Buyer and the Seller entered into an Amendment N°12 in order to (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 aircraft, [*].

Q. On 21 February 2020, the Buyer and the Seller entered into an Amendment N°13 in order to [*].

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

R. The Parties now wish to enter into this Amendment N°14 in order to, [*]; subject to the terms and conditions set out herein.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°14. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

2 [*]

3 [*]

4 INCONSISTENCY AND CONFIDENTIALITY

4.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°14, 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.

4.2 This Amendment N°14 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 4/6

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.

4.3 This Amendment N°14 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.

5 COUNTERPARTS

This Amendment N°14 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.

6 LAW AND JURISDICTION

This Amendment N°14 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 Agreement shall apply to this Amendment N°14 as if the same were set out in full herein, mutatis mutandis.


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 5/6

IN WITNESS WHEREOF this Amendment N°14 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.


By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 6/6

APPENDIX 1

APPENDIX 1

Delivery Schedule

CAC ID	Aircraft Rank	Scheduled Delivery Month	Aircraft Type
[*]	[*]	[*]-17	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]-24	[*]


Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 7/6

LETTER AGREEMENT N° 1

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

June 30, 2020

Subject : SPECIFIC PROVISIONS

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°14 dated even date herewith (the “Amendment”) to the A350XWB Family Purchase Agreement dated as of 01 February 2013 (the “Agreement”), which covers, among other things, the rescheduling of the Amendment N°14 Aircraft. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the Amendment N°14 Aircraft.

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.

The Parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment, that the provisions of the Amendment are hereby incorporated herein by reference, and that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement shall govern.

Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 1/3

LETTER AGREEMENT N° 1

1 SPECIFIC PROVISIONS FOR AMENDMENT N°14 AIRCRAFT

[*]

2 ASSIGNMENT

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

3 LAW AND JURISDICTION

This Letter Agreement 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 Letter Agreement as if the same were set out in full herein, mutatis mutandis.

Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 2/3

LETTER AGREEMENT N° 1

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

For and on behalf of	For and on behalf of


AIR LEASE CORPORATION	AIRBUS S.A.S.


By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº14 to the ALC A350 Family PA
Ref. CLC - CT2004476	Page 3/3

EXHIBIT 10.3

AMENDMENT N°1

TO THE

[*] AGREEMENT

BETWEEN

AIRBUS S.A.S.

and

AIR LEASE CORPORATION

[*]


ALC – Amendment N°1 to [*] Agreement
Ref. CLC - CT2002015	Page 1/5

This amendment n°1 (the “Amendment N°1”) dated 14 June 2020 is made

BETWEEN:

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (the “Seller”),

and

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

WHEREAS:

[*]

NOW IT IS HEREBY AGREED AS FOLLOWS:


ALC – Amendment N°1 to [*] Agreement
Ref. CLC - CT2002015	Page 2/5

[*]

2	INCONSISTENCY AND CONFIDENTIALITY

2.1	In the event of any inconsistency between the terms and conditions of the [] Agreement and those of this Amendment N°1, 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.

2.2

This Amendment N°1 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.

2.3	This Amendment N°1 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.

3	COUNTERPARTS

This Amendment N°1 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.

4	LAW AND JURISDICTION

This Amendment N°1 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 7 of the [*] Agreement shall apply to this Amendment N°1 as if the same were set out in full herein, mutatis mutandis.


ALC – Amendment N°1 to [*] Agreement
Ref. CLC - CT2002015	Page 3/5

IN WITNESS WHEREOF this Amendment N°1 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.


By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry


Its: Executive Vice President	Its: Senior Vice President, Contracts


ALC – Amendment N°1 to [*] Agreement
Ref. CLC - CT2002015	Page 4/5

APPENDIX 1

[*]


ALC – Amendment N°1 to [*] Agreement
Ref. CLC - CT2002015	Page 5/5

EXHIBIT 10.4

AMENDMENT N°10

TO THE

A330-900neo PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 1/6

AMENDMENT N°10 TO THE

A330-900neo PURCHASE AGREEMENT

This amendment n°10 (the “Amendment N°10”) dated 14 June 2020 is made

BETWEEN:

and

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

WHEREAS:

On 03 March 2015, the Buyer and the Seller entered into a purchase agreement with reference CLC-CT1405166 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) A330-900neo aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “Purchase Agreement”.

On 31 May 2016, the Buyer and the Seller entered into Amendment N°1 to the Purchase Agreement with reference CLC-CT1614983 whereby the Buyer [*].

On 19 June 2017, the Buyer and the Seller entered into Amendment N°2 to the Purchase Agreement with reference CLC-CT1702508 for the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A330-900neo Aircraft.

On 02 October 2017, the Buyer and the Seller entered into Amendment N°3 to the Purchase Agreement with reference CLC-CT1705177 in order to [*].

On 27 December 2017, the Buyer and the Seller entered into Amendment N°4 to the Purchase Agreement with reference CLC-CT1709653 for the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A330-900neo Aircraft.

On 31 December 2018, the Buyer and the Seller entered into Amendment N°5 to the Purchase Agreement with reference CLC-CT1709653 in order [*].

On 27 February 2019, the Buyer and the Seller entered into Amendment N°6 to the Purchase Agreement with reference CLC-CT1901550 in order to [*].

On 08 August 2019, the Buyer and the Seller entered into Amendment N°7 to the Purchase Agreement with reference CT1902127 in order to [*].

On 18 October 2019, the Buyer and the Seller entered into Amendment N°8 to the Purchase Agreement with reference CT1905423 in order to [*].

On 20 December 2019, the Buyer and the Seller entered into Amendment N°9 to the Purchase Agreement with reference CT1909530 in order to [*].

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 2/6

The Purchase Agreement, as amended and supplemented pursuant to the foregoing being referred to as the “Agreement”.

The Parties now wish to enter into this Amendment N°10 in order to, among other things, [*], pursuant to the terms and conditions set out herein.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°10. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 3/6

[*]

3[*]

4	INCONSISTENCY AND CONFIDENTIALITY

4.1	In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°10, 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.

4.2

This Amendment N°10 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.

4.3	This Amendment N°10 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.

5	COUNTERPARTS

This Amendment N°10 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.

6	LAW AND JURISDICTION

This Amendment N°10 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°10 as if the same were set out in full herein, mutatis mutandis.

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 4/6

IN WITNESS WHEREOF this Amendment N°10 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.



By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 5/6

APPENDIX 1

DELIVERY SCHEDULE

CAC ID	Aircraft Rank	Scheduled Delivery Month	Aircraft Type
CAC ID	Aircraft Rank	Scheduled Delivery Month	Aircraft Type
[*]	[*]	[*]-18	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]-23	[*]

Amendment Nº10 to the ALC A330-900neo Purchase Agreement
Ref. CLC – CT2001904	Page 6/6

LETTER AGREEMENT N° 1

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

June 14^th, 2020

Subject : SPECIFIC TERMS

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°10 dated even date herewith (the “Amendment”) to the A330neo Purchase Agreement dated as of March 03, 2015 (the “Agreement”) [*]. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the A330neo Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°1
Ref. CLC – CT2001904	Page 1/3

LETTER AGREEMENT N° 1

1[*]

2ASSIGNMENT

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

3	LAW AND JURISDICTION

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


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°1
Ref. CLC – CT2001904	Page 2/3

LETTER AGREEMENT N° 1

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


For and on behalf of	For and on behalf of



AIR LEASE CORPORATION	AIRBUS S.A.S.



By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°1
Ref. CLC – CT2001904	Page 3/3

LETTER AGREEMENT N° 2

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

June 14^th, 2020

Subject : SPECIFIC SUPPORT PROVISIONS

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°10 dated even date herewith (the “Amendment”) to the A330neo Purchase Agreement dated as of March 03, 2015 (the “Agreement”) [*]. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°2 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the A330neo Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°2
Ref. CLC – CT2001904	Page 1/3

LETTER AGREEMENT N° 2

1.1

[*]

1.2[*]

1.3[*]

1.4 [*]

1.5[*]

1.6

[*]

2ASSIGNMENT

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

3	LAW AND JURISDICTION

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


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°2
Ref. CLC – CT2001904	Page 2/3

LETTER AGREEMENT N° 2

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


For and on behalf of	For and on behalf of



AIR LEASE CORPORATION	AIRBUS S.A.S.



By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts


Amendment Nº10 to the ALC A330-900neo Purchase Agreement – Letter Agreement N°2
Ref. CLC – CT2001904	Page 3/3

EXHIBIT 10.5

AMENDMENT N°26

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

as Buyer

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 1/7

AMENDMENT N°26 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N°26 (the “Amendment N°26”) dated 07 April 2020 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

The Buyer and the Seller together are referred to collectively as the “Parties” and individually as a “Party”.

WHEREAS:

On 10 May 2012, the Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103377 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”.

On 28 December 2012, the Buyer and the Seller entered into Amendment N°1 to the Purchase Agreement for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family aircraft.

On 14 July 2014, the Seller and the Buyer entered into Amendment N°2 to the Purchase Agreement in order to, among other things, [*].

On 14 July 2014, the Buyer and the Seller entered into Amendment N°3 to the Purchase Agreement for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) incremental A320 NEO Family aircraft.

On 10 October 2014, the Buyer and the Seller entered into Amendment N°4 to the Purchase Agreement for [*].

On 03 March 2015, the Buyer and the Seller entered into Amendment N°5 to the Purchase Agreement 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.

On 18 March 2015, the Buyer and the Seller entered into Amendment N°6 to the Purchase Agreement in order to [*].

On 09 November 2015, the Buyer and the Seller entered into Amendment N°7 to the Purchase Agreement in order to [*].

On 08 January 2016, the Buyer and the Seller entered into Amendment N°8 to the Purchase Agreement in order to [*].

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 2/7

On 04 April 2016, the Buyer and the Seller entered into Amendment N°9 to the Purchase Agreement in order to [*].

On 12 April 2016, the Buyer and the Seller entered into Amendment N°10 to the Purchase Agreement in order to [*].

On 02 June 2016, the Buyer and the Seller entered into Amendment N°11 to the Purchase Agreement in order to [*].

On 17 August 2016, the Buyer and the Seller entered into Amendment n°12 to the Purchase Agreement in order to, among other things, (i) introduce the new A321-200NX standard specification, [*].

On 20 December 2016, the Buyer and the Seller entered into Amendment N°13 to the Purchase Agreement in order to [*].

O.On 03 March 2017, the Buyer and the Seller entered into Amendment N°14 to the Purchase Agreement in order to, among other things, [*].

On 10 April 2017, the Buyer and the Seller entered into Amendment N°15 to the Purchase Agreement in order to, among other things, [*].

On 19 June 2017, the Buyer and the Seller entered into Amendment N°16 to the Purchase Agreement in order to [*].

On 19 June 2017, the Buyer and the Seller entered into Amendment N°17 to the Purchase Agreement in order to provide for the manufacture and sale of twelve (12) incremental A320 NEO Family aircraft.

On 12 July 2017, the Buyer and the Seller entered into Amendment N°18 to the Purchase Agreement in order to amend certain terms of Amendment N°16.

On 31 July 2017, the Buyer and the Seller entered into Amendment N°19 to the Purchase Agreement in order to [*].

On 29 September 2017, the Buyer and the Seller entered into Amendment N°20 to the Purchase Agreement in order to [*].

On 27 December 2017, the Buyer and the Seller entered into Amendment N°21 to the Purchase Agreement in order to provide for the manufacture and sale of six (6) incremental A320 NEO Family aircraft.

On 16 February 2018, the Buyer and the Seller entered into Amendment N°22 to the Purchase Agreement in order to, among other things, [*].

On 31 December 2018, the Buyer and the Seller entered into Amendment N°23 to the Purchase Agreement in order to, among other things, [*].

On 18 October 2019, the Buyer and the Seller entered into Amendment N°24 to the Purchase Agreement in order to [*].

On 20 December 2019, the Buyer and the Seller entered into Amendment N°25 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) incremental A321 NEO Aircraft, (ii) the manufacture and sale by the Seller and purchase by the Buyer of twenty-seven (27) A321XLR Aircraft, and (iii) [*].

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 3/7

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

AA.

The Parties have now decided to enter into this Amendment N°26 in order to, among other things, [*], subject to the terms and conditions set out below.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°26. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 4/7

[*]

2	DELIVERY SCHEDULE

In consideration of the changes contemplated in Clauses 1.1, 1.2, 1.3.1 and 1.3.2 above, the Parties hereby agree that the table in Clause 9.1 of the Agreement, as amended from time to time, will be deleted in its entirety and replaced by the table set forth in Appendix 1 hereto.

[*]

7	INCONSISTENCY AND CONFIDENTIALITY

7.1	In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°26, 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.

7.2

This Amendment N°26 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 each Party.

7.3	This Amendment N°26 shall be treated by the 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.

8	COUNTERPARTS

This Amendment N°26 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.

9	LAW AND JURISDICTION

This Amendment N°26 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 Agreement shall apply to this Amendment N°26 as if the same were set out in full herein, mutatis mutandis.

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 5/7

IN WITNESS WHEREOF this Amendment N°26 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.


By: /s/ Grant Levy	By: /s/ Benoît de Saint-Exupéry

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 6/7

APPENDIX 1

DELIVERY SCHEDULE

[*]

Amendment Nº26 to the ALC A320 NEO Family PA
Ref. CLC-CT1911998	Page 7/7

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: August 6, 2020


	/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: August 6, 2020


	/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 June 30, 2020 (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: August 6, 2020
	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President (Principal Executive Officer)

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

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 June 30, 2020 (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: August 6, 2020
	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)