UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended ~~March 31,~~September 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 ~~May~~November 6, 2020, there were ~~113,643,462~~113,778,906 shares of Air Lease Corporation’s Class A common stock outstanding.

~~Table of Contents~~

Air Lease Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended ~~March 31,~~September 30, 2020

TABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets—~~March 31,~~September 30, 2020 and December 31, 2019 (unaudited)	4
	Consolidated Statements of Income and Comprehensive Income—Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)	5
	Consolidated Statement of Shareholders’ Equity—Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)	6
	Consolidated Statements of Cash Flows—~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)	78
	Notes to Consolidated Financial Statements (unaudited)	89
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3235
Item 4	Controls and Procedures	3335
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	3436
Item 1A	Risk Factors	3436
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

~~Table of Contents~~

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 ~~this~~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 ~~if there is~~as a result of the recent resurgence of the COVID-19 virus ~~after~~in certain parts of the ~~initial outbreak subsides.~~world, including the United States and parts of Europe, 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 ~~this~~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.

~~Table of Contents~~

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)


	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019

	(unaudited)				(unaudited)
Assets
Cash and cash equivalents	$	732,719	$	317,488	$	1,238,569	$	317,488
Restricted cash		20,662		20,573		23,568		20,573
Flight equipment subject to operating leases		21,976,429		21,286,154		22,671,435		21,286,154
Less accumulated depreciation		(2,754,068)		(2,581,817)		(3,154,939)		(2,581,817)
		19,222,361		18,704,337		19,516,496		18,704,337
Deposits on flight equipment purchases		1,576,508		1,564,188		1,634,152		1,564,188
Other assets		1,130,095		1,102,569		1,191,980		1,102,569
Total assets	$	22,682,345	$	21,709,155	$	23,604,765	$	21,709,155
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	491,251	$	516,497	$	401,443	$	516,497
Debt financing, net of discounts and issuance costs		14,414,621		13,578,866		15,180,145		13,578,866
Security deposits and maintenance reserves on flight equipment leases		1,122,957		1,097,061		1,054,757		1,097,061
Rentals received in advance		134,779		143,692		140,228		143,692
Deferred tax liability		782,368		749,495		850,869		749,495
Total liabilities	$	16,945,976	$	16,085,611	$	17,627,442	$	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 March 31, 2020 and December 31, 2019, respectively		100		100
Class A common stock, $0.01 par value; 500,000,000 shares authorized; 113,639,911 and 113,350,267 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		1,136		1,134
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 September 30, 2020 and December 31, 2019, respectively						100		100
Class A common stock, $0.01 par value; 500,000,000 shares authorized; 113,778,906 and 113,350,267 shares issued and outstanding at September 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; 0 shares issued or outstanding		—		—		—		—
Paid-in capital		2,775,640		2,777,601		2,788,490		2,777,601
Retained earnings		2,962,368		2,846,106		3,188,566		2,846,106
Accumulated other comprehensive loss		(2,875)		(1,397)		(971)		(1,397)
Total shareholders’ equity	$	5,736,369	$	5,623,544	$	5,977,323	$	5,623,544
Total liabilities and shareholders’ equity	$	22,682,345	$	21,709,155	$	23,604,765	$	21,709,155

(See Notes to Consolidated Financial Statements)

~~Table of Contents~~

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except share and per share amounts)

Three Months Ended

March 31,

2020

2019

(unaudited)

Revenues

Rental of flight equipment

$
496,687

$
455,739

Aircraft sales, trading and other

14,700

10,312

Total revenues

511,387

466,051

Expenses

Interest

107,541

89,220

Amortization of debt discounts and issuance costs

10,528

8,540

Interest expense

118,069

97,760

Depreciation of flight equipment

188,895

159,471

Selling, general and administrative

28,322

29,702

Stock-based compensation

4,429

4,174

Total expenses

339,715

291,107

Income before taxes

171,672

174,944

Income tax expense

(34,521)

(36,850)

Net income

$
137,151

$
138,094

Preferred stock dividends

(3,844)

—

Net income available to common stockholders

$
133,307

$
138,094

Other Comprehensive Loss:

Change in foreign currency translation adjustment

23,477

—

Change from current period hedged transaction

(25,386)

—

Total tax benefit on other comprehensive loss

431

—

Other Comprehensive (loss)/income available for common stockholders, net of tax

(1,478)

—

Total comprehensive income available for common stockholders

$
131,829

$
138,094

Earnings per share of Class A and Class B common stock:

Basic

$
1.17

$
1.24

Diluted

$
1.17

$
1.23

Weighted-average shares outstanding

Basic

113,471,945

111,018,279

Diluted

113,785,028

112,380,856

Dividends declared per share of Class A common stock

$
0.15

$
0.13


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
Revenues
Rental of flight equipment	$	468,443	$	492,869	$	1,462,999	$	1,412,478
Aircraft sales, trading and other		25,158		38,033		63,338		55,870
Total revenues		493,601		530,902		1,526,337		1,468,348
Expenses
Interest		107,519		104,637		317,753		290,681
Amortization of debt discounts and issuance costs		10,899		9,078		31,660		26,330
Interest expense		118,418		113,715		349,413		317,011
Depreciation of flight equipment		195,054		183,788		577,969		514,948
Selling, general and administrative		20,239		34,715		75,142		92,188
Stock-based compensation		6,635		4,897		14,956		14,934
Total expenses		340,346		337,115		1,017,480		939,081
Income before taxes		153,255		193,787		508,857		529,267
Income tax expense		(32,860)		(38,000)		(103,686)		(107,081)
Net income	$	120,395	$	155,787	$	405,171	$	422,186
Preferred stock dividends		(3,843)		(3,844)		(11,531)		(8,115)
Net income available to common stockholders	$	116,552	$	151,943	$	393,640	$	414,071

Other Comprehensive Income/(Loss):
Change in foreign currency translation adjustment		(5,637)		—		7,601		—
Change from current period hedged transaction		7,395		—		(7,086)		—
Total tax expense on other comprehensive income/loss		(378)		—		(89)		—
Other Comprehensive income available for common stockholders, net of tax		1,380		—		426		—
Total comprehensive income available for common stockholders	$	117,932	$	151,943	$	394,066	$	414,071

Earnings per share of common stock:
Basic	$	1.02	$	1.36	$	3.46	$	3.71
Diluted	$	1.02	$	1.34	$	3.46	$	3.67
Weighted-average shares outstanding
Basic		113,778,533		112,133,556		113,647,585		111,511,960
Diluted		113,951,102		113,263,396		113,928,775		112,837,526

Dividends declared per share of common stock	$	0.15	$	0.13	$	0.45	$	0.39

(See Notes to Consolidated Financial Statements)

~~Table of Contents~~

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, 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 transactions

—

—

—

—

—

—

—

—

(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

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


							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
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
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	1,352		1	—		—		27		—		—		28
Dividends declared on preferred stock	—		—	—		—	—		—		—		(3,843)		—		(3,843)
Stock-based compensation	—			—		—	—		—		6,635		—		—		6,635
Cash dividends (declared $0.15 per share of Class A common stock)	—		—	—		—	—		—		—		(17,068)		—		(17,068)
Change in foreign currency translation adjustment and from current period hedged transaction	—		—	—		—	—		—		—		—		1,380		1,380
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(169)		(1)	—		—		(4)		—		—		(5)
Net income	—		—	—		—	—		—		—		120,395		—		120,395
Balance at September 30, 2020	10,000,000	$	100	113,778,906	$	1,138	—	$	—	$	2,788,490	$	3,188,566	$	(971)	$	5,977,323

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)


							Class B Non-
				Class A			Voting
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		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
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	1,047,695		11	—		—		20,584		—		20,595
Dividends declared on preferred stock	—		—	—		—	—		—		—		(3,844)		(3,844)
Stock-based compensation	—		—	—		—	—		—		4,897		—		4,897
Cash dividends (declared $0.13 per share of Class A common stock)	—		—	—		—	—		—		—		(14,644)		(14,644)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(12,472)		(1)	—		—		(501)		—		(502)
Net income	—		—	—		—	—		—		—		155,787		155,787
Balance at September 30, 2019	10,000,000	$	100	112,701,349	$	1,127	—	$	—	$	2,758,928	$	2,702,018	$	5,462,173

(See Notes to Consolidated Financial Statements)

~~Table of Contents~~

Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended				Nine Months Ended
	March 31,				September 30,
	2020		2019		2020		2019

	(unaudited)				(unaudited)
Operating Activities
Net income	$	137,151	$	138,094	$	405,171	$	422,186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		188,895		159,471		577,969		514,948
Stock-based compensation		4,429		4,174		14,956		14,934
Deferred taxes		33,302		36,825		101,285		97,566
Amortization of debt discounts and issuance costs		10,528		8,540		31,660		26,330
Amortization of prepaid lease costs		10,454		7,180		32,142		24,190
Gain on aircraft sales, trading and other activity		(5,554)		(17,167)		(27,281)		(45,123)
Changes in operating assets and liabilities:
Other assets		(88,411)		(93,788)		(330,804)		(149,740)
Accrued interest and other payables		(47,858)		20,789		(84,045)		51,156
Rentals received in advance		(8,913)		(2,869)		(3,464)		15,109
Net cash provided by operating activities		234,023		261,249		717,589		971,556
Investing Activities
Acquisition of flight equipment under operating lease		(511,232)		(725,300)		(777,410)		(3,021,758)
Payments for deposits on flight equipment purchases		(174,589)		(305,284)		(581,054)		(727,982)
Proceeds from aircraft sales, trading and other activity		65,070		247,264		151,131		426,382
Acquisition of aircraft furnishings, equipment and other assets		(51,576)		(111,162)		(142,866)		(236,847)
Net cash used in investing activities		(672,327)		(894,482)		(1,350,199)		(3,560,205)
Financing Activities
Issuance of common stock upon exercise of options		2,025		440		4,556		31,823
Cash dividends paid on Class A common stock		(17,003)		(14,421)		(51,116)		(43,383)
Preferred dividends paid		(3,844)		—		(11,531)		(8,115)
Tax withholdings on stock-based compensation		(8,413)		(3,587)		(8,618)		(4,089)
Net change in unsecured revolving facility		495,000		225,000		(20,000)		8,000
Proceeds from debt financings		1,449,873		995,779		3,074,665		3,135,918
Payments in reduction of debt financings		(1,093,268)		(896,098)		(1,457,740)		(947,837)
Net proceeds from preferred stock issuance		-		242,241		—		242,139
Debt issuance costs		(2,902)		(2,455)		(5,692)		(9,443)
Security deposits and maintenance reserve receipts		50,083		73,145		91,337		230,966
Security deposits and maintenance reserve disbursements		(17,927)		(11,567)		(59,175)		(33,905)
Net cash provided by financing activities		853,624		608,477		1,556,686		2,602,074
Net increase/(decrease) in cash		415,320		(24,756)
Net increase in cash						924,076		13,425
Cash, cash equivalents and restricted cash at beginning of period		338,061		322,998		338,061		322,998
Cash, cash equivalents and restricted cash at end of period	$	753,381	$	298,242	$	1,262,137	$	336,423
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $13,261 and $16,226 at March 31, 2020 and 2019, respectively	$	141,060	$	137,481
Cash paid during the period for interest, including capitalized interest of $39,960 and $46,314 at September 30, 2020 and 2019, respectively					$	371,947	$	358,237
Cash paid for income taxes	$	2,149	$	25	$	29,696	$	9,515
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest and deposits on flight equipment purchases applied to acquisition of flight equipment	$	191,318	$	298,962	$	575,958	$	1,161,573
Cash dividends declared on Class A common stock, not yet paid	$	17,046	$	14,445
Cash dividends declared on common stock, not yet paid					$	17,068	$	14,644

(See Notes to Consolidated Financial Statements)

~~Table of Contents~~

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 ~~March 31,~~September 30, 2020, the Company owned a fleet of ~~300~~308 aircraft in its operating lease portfolio, managed 8281 aircraft and had ~~399~~372 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 ~~March 31,~~September 30, 2020, and for all periods presented. The results of operations for the three and nine months ended ~~March 31,~~September 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 ~~our~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

~~Note 3. Recently Issued Accounting Standards~~

On April 10, 2020, the Financial Accounting Standards Board (“FASB”) issued a question-and-answer document regarding accounting for lease concessions and other effects of the coronavirus (“COVID-19”) pandemic. The document clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under ~~Leases ASC 842~~~~. The Company has chosen to continue accounting for lease concessions in accordance with lease modification accounting guidance in Topic 842.~~

~~Table of Contents~~

Note 4.3. Debt Financing

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


	March 31,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
Unsecured
Senior notes	$	12,834,333	$	12,357,811	$	14,069,115	$	12,357,811
Term financings		877,950		883,050		967,000		883,050
Revolving credit facility		515,000		20,000		—		20,000
Total unsecured debt financing		14,227,283		13,260,861		15,036,115		13,260,861
Secured
Term financings		322,320		428,824		289,207		428,824
Export credit financing		29,947		31,610		26,619		31,610
Total secured debt financing		352,267		460,434		315,826		460,434

Total debt financing		14,579,550		13,721,295		15,351,941		13,721,295
Less: Debt discounts and issuance costs		(164,929)		(142,429)		(171,796)		(142,429)
Debt financing, net of discounts and issuance costs	$	14,414,621	$	13,578,866	$	15,180,145	$	13,578,866

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


	March 31,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
Nonrecourse	$	120,381	$	128,460	$	—	$	128,460
Recourse		231,886		331,974		315,826		331,974
Total secured debt financing	$	352,267	$	460,434	$	315,826	$	460,434
Number of aircraft pledged as collateral		12		15		12		15
Net book value of aircraft pledged as collateral	$	652,351	$	890,693	$	636,566	$	890,693

Senior unsecured notes (including Medium-Term Note Program)

As of ~~March 31,~~September 30, 2020, the Company had ~~$12.8~~$14.1 billion in senior unsecured notes outstanding. As of December 31, 2019, the Company had ~~$12.4~~$12.4 billion in senior unsecured notes outstanding.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company issued ~~$1.4~~approximately $3.0 billion in aggregate principal amount of Medium-Term Notes comprised of (i) $750.0 million due 2025 at a fixed rate of 2.30% ~~and~~, (ii) $650.0 million due 2030 at a fixed rate of 3.00%, (iii) $850.0 million due 2025 at a fixed rate of 3.375% and (iv) $700.0 million due 2026 at a fixed rate of 2.875%.

During the nine months ended September 30, 2020, the Company repurchased $206.1 million in aggregate principal amount of Floating Rate Medium-Term Notes due 2021. The debt repurchases resulted in a gain of $14.0 million and is included in Aircraft sales, trading and other revenue in the Company’s Consolidated Statements of Income and Comprehensive Income.

Unsecured revolving credit ~~facilities~~facility

As of September 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 ~~quarter~~nine months ended ~~March 31,~~September 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 ~~to $6.1 billion. The total amount outstanding under~~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 September 30, 2020, the aggregate capacity of the Revolving Credit Facility was ~~$515.0 million and $20.0 million as of March 31, 2020 and December 31, 2019, respectively.~~approximately $6.0 billion.

As of ~~March 31,~~September 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 ~~our~~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

~~On May 5,~~In June 2020, ~~commitments totaling $92.7 million~~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 ~~Revolving Credit Facility matured. Lenders hold revolving commitments totaling approximately $5.5 billion that mature~~amendment, the credit facility was converted to full recourse against the Company and excess cash collateral was released. The outstanding balance on ~~May 5, 2023, commitments totaling $245.0~~the Company’s secured warehouse facility was $100.4 million and $128.5 million as of September 30, 2020 and December 31, 2019, respectively.

910

~~Table of Contents~~

~~million that mature on May 5, 2022 and commitments totaling $5.0 million that mature on May 5, 2021.~~ As of ~~May 7, 2020, after giving effect to the commitments that matured on May 5,~~September 30, 2020, the ~~aggregate capacity~~outstanding balance on the Company’s secured debt financings, including its secured warehouse facility and its export credit financing, was $315.8 million and it had pledged 12 aircraft as collateral with a net book value of $636.6 million. As of December 31, 2019, the ~~Revolving Credit Facility~~outstanding balance on the Company’s secured debt financings, including its secured warehouse facility and its export credit financing, was ~~approximately $6.0 billion.~~$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 ~~March 31,~~September 30, 2020 are as follows (in thousands):


Years ending December 31,
2020	$	319,372	$	172,778
2021		2,049,294		1,934,141
2022		2,751,269		2,730,561
2023		2,988,154		2,502,123
2024		1,534,552		1,525,428
Thereafter		4,936,909		6,486,910
Total	$	14,579,550	$	15,351,941

Note 5.4. Commitments and Contingencies

As of ~~March 31, 2020, updated through May 7,~~September 30, 2020, the Company had commitments to acquire a total of ~~399~~372 new aircraft for delivery through 2026 as follows:


	Estimated Delivery Years							Estimated Delivery Years
Aircraft Type	2020	2021	2022	2023	2024	Thereafter	Total	2020	2021	2022	2023	2024	Thereafter	Total
Airbus A220-300⁽¹⁾	—	—	8	13	10	19	50	—	—	3	14	12	21	50
Airbus A320/321neo⁽²⁾	13	24	26	26	29	36	154	7	32	22	23	27	37	148
Airbus A330-900neo	—	3	7	5	—	—	15	1	3	7	4	—	—	15
Airbus A350-900/1000	3	3	6	2	6	—	20	1	4	3	4	5	1	18
Boeing 737-7/8/9 MAX	2	28	24	42	30	—	126	—	15	20	42	30	—	107
Boeing 787-9/10	8	6	8	10	2	—	34	5	9	8	10	2	—	34
Total	26	64	79	98	77	55	399	14	63	63	97	76	59	372

(1)	In addition to the Company’s commitments, as of ~~March 31,~~September 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)	~~Our~~The Company’s Airbus A320/321neo aircraft orders include 4745 long-range variants and 29 extra long-range variants.

Pursuant to the ~~Company’s~~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 also 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 ~~has~~ temporarily halted production and delivery of all 737 MAX ~~aircraft and our new~~aircraft. While production of the 737 MAX has now resumed, deliveries remain on hold. The Federal Aviation Administration (“FAA”) and the European Union Aviation Safety Agency (“EASA”) have both completed flight testing for recertification of the 737 MAX, though a number of key milestones remain before the aircraft ~~have been significantly delayed.~~can return to service. Lifting of the grounding is subject to the approval of the FAA, EASA and 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 ~~in the Company’s orderbook.~~delivery. As discussed in further detail in Note ~~13, “Subsequent Events,~~12, “Impact of COVID-19 Pandemic,” the COVID-19 pandemic has resulted in numerous travel restrictions and business shutdowns or other operating limitations, including athe 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, but with reduced output. As a result of the temporary closures of the Boeing and Airbus facilities and the subsequently reduced production by these manufacturers, most of our expected aircraft deliveries were delayed during the second and third 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.

~~Table of Contents~~

The aircraft purchase commitments discussed above also could be impacted by lease cancellation. The ~~Company’s~~Company's leases typically provide that the Company and the airline customer each have a cancellation right related to certain aircraft delivery delays. ~~Our~~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. ~~Our~~The Company’s leases and ~~our~~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. As of September 30, 2020, the Company has canceled its orders for 19 737 MAX aircraft with Boeing.

~~Commitments~~The Company has commitments for the acquisition of ~~these~~372 aircraft for delivery through 2026, calculated at an estimated aggregate purchase price (including adjustments for anticipated inflation) of approximately ~~$26.8~~$24.8 billion at ~~March 31,~~September 30, 2020, ~~updated through May 7, 2020,~~which are due as follows (in thousands):


Years ending December 31,
2020	$	2,206,538	$	1,213,581
2021		4,900,832		4,841,564
2022		6,519,111		5,604,050
2023		6,171,228		6,153,520
2024		4,456,237		4,211,633
Thereafter		2,542,133		2,789,136
Total	$	26,796,079	$	24,813,484

The Company has made non-refundable deposits on the aircraft for which the Company has commitments to purchase of approximately $1.6 billion as of ~~March 31,~~September 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 ~~our~~its lessees and manufacturers.

Note 6.5. Rental Income

At ~~March 31,~~September 30, 2020, minimum future rentals on non-cancellable operating leases of flight equipment in the Company’s fleet ~~which have been delivered as of March 31, 2020,~~ are as follows (in thousands):


Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	1,533,739
2020 (excluding the nine months ended September 30, 2020)			$	495,367
2021		1,987,225		1,942,269
2022		1,864,731		1,833,191
2023		1,666,500		1,636,744
2024		1,521,571		1,502,227
Thereafter		5,656,114		5,977,449
Total	$	14,229,880	$	13,387,247

Note 7.6. 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 2 classes of common stock, Class A and Class B Non-Voting, have equal rights to dividends and income, and therefore, basic and diluted earnings per share are the same for each class of common stock. As of ~~March 31,~~September 30, 2020, the Company did not have any Class B Non-Voting common stock outstanding.

~~Table of Contents~~

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 and nine months ended ~~March 31,~~September 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 ~~990,100~~1,032,305 and ~~940,470~~946,406 shares related to restricted stock units for which the performance metric had yet to be achieved as of ~~March 31,~~September 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 March 31,
	2020		2019		Three Months Ended September 30,				Nine Months Ended September 30,
					2020		2019		2020		2019
Basic earnings per share:
Numerator
Net income	$	137,151	$	138,094	$	120,395	$	155,787	$	405,171	$	422,186
Preferred stock dividends		(3,844)		—		(3,843)		(3,844)		(11,531)		(8,115)
Net income available to common stockholders	$	133,307	$	138,094	$	116,552	$	151,943	$	393,640	$	414,071
Denominator
Weighted-average common shares outstanding		113,471,945		111,018,279		113,778,533		112,133,556		113,647,585		111,511,960
Basic earnings per share	$	1.17	$	1.24	$	1.02	$	1.36	$	3.46	$	3.71
Diluted earnings per share:
Numerator
Net income	$	137,151	$	138,094	$	120,395	$	155,787	$	405,171	$	422,186
Preferred stock dividends		(3,844)		—		(3,843)		(3,844)		(11,531)		(8,115)
Net income available to common stockholders	$	133,307	$	138,094	$	116,552	$	151,943	$	393,640	$	414,071
Denominator
Number of shares used in basic computation		113,471,945		111,018,279		113,778,533		112,133,556		113,647,585		111,511,960
Weighted-average effect of dilutive securities		313,083		1,362,577		172,569		1,129,840		281,190		1,325,566
Number of shares used in per share computation		113,785,028		112,380,856		113,951,102		113,263,396		113,928,775		112,837,526
Diluted earnings per share	$	1.17	$	1.23	$	1.02	$	1.34	$	3.46	$	3.67

Note 8.7. Fair Value Measurements

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

The Company ~~had~~has a cross-currency swap related to its Canadian dollar ~~notes~~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 ~~March 31,~~September 30, 2020, the estimated fair value of the foreign currency exchange derivative liability was ~~$19.9~~$1.6 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 of debt financing as of ~~March 31,~~September 30, 2020 was approximately ~~$13.1~~$15.5 billion compared to a book value of ~~$14.6~~$15.4 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 ~~March 31,~~September 30, 2020, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at ~~March 31,~~September 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.

~~Table of Contents~~

Note 9.8. Shareholders’ Equity

The Company was authorized to issue 500,000,000 shares of Class A common stock, $0.01 par value, at ~~March 31,~~September 30, 2020 and December 31, 2019. As of ~~March 31,~~September 30, 2020 and December 31, 2019, the Company had ~~113,639,911~~113,778,906 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 ~~March 31,~~September 30, 2020 and December 31, 2019.

The Company was authorized to issue 50,000,000 shares of preferred stock, $0.01 par value, at ~~March 31,~~September 30, 2020 and December 31, 2019. As of ~~March 31,~~September 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.

On March 5, 2019, the Company 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. The Company 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.

The Company may redeem shares of the Series A Preferred Stock at its 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. The Company may also redeem shares of the Series A Preferred Stock at the Company’s option under certain other limited conditions.

Note ~~10.~~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, 0 new awards may be granted under the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). As of ~~March 31,~~September 30, 2020, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the 2014 Plan is approximately 4,948,064. 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 4 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.4,860,870.

The Company recorded ~~$4.4~~$6.6 million and ~~$4.2~~$4.9 million of stock-based compensation expense ~~related to RSUs~~ for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. The Company recorded $15.0 million and $14.9 million of stock-based compensation expense for the nine months ended September 30, 2020 and 2019, respectively.

~~Table of Contents~~

Stock Options

A summary of stock option activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 follows:


				Remaining	Aggregate					Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value			Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands)⁽¹⁾		Shares	Price		(in years)	(in thousands)⁽¹⁾
Balance at December 31, 2019	364,153	$	22.90	0.75	$	8,965	364,153	$	22.90	0.75	$	8,965
Granted	—	$	—	—	$	—	—	$	—	—	$	—
Exercised	(101,200)	$	20.00	—	$	1,460	(244,153)	$	20.00	—	$	3,078
Forfeited/canceled	—	$	—	—	$	—	—	$	—	—	$	—
Balance at March 31, 2020	262,953	$	24.02	0.62	$	306
Vested and exercisable as of March 31, 2020	262,953	$	24.02	0.62	$	306
Balance at September 30, 2020							120,000	$	28.80	0.57	$	74
Vested and exercisable as of September 30, 2020							120,000	$	28.80	0.57	$	74

(1)	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of ~~our~~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 ~~March 31,~~September 30, 2020 there were 0 unrecognized compensation costs related to outstanding stock options. For the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 there were 0 stock-based compensation expenses related to Stock Options.

~~The following table summarizes additional information regarding outstanding exercisable and vested stock options at March 31, 2020:~~14

Stock Options Exercisable

and Vested

Weighted-

Average

Number of

Remaining Life
Range of exercise prices

Shares

(in years)
$20.00

142,953

0.24
$28.80

120,000

1.07
$20.00 - $28.80

262,953

0.62

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 that vest based on the attainment of Total Shareholder Return (“TSR”) goals is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company granted ~~527,246~~670,621 RSUs of which ~~143,237~~133,699 are TSR RSUs. The following table summarizes the activities for ~~our~~the Company’s unvested RSUs for the ~~three~~nine months ended ~~March 31,~~September 30, 2020:


	Unvested Restricted Stock Units			Unvested Restricted Stock Units
		Weighted-Average			Weighted-Average
	Number of	Grant-Date		Number of	Grant-Date
	Shares	Fair Value		Shares	Fair Value
Unvested at December 31, 2019	1,254,904	$	43.62	1,254,904	$	43.62
Granted	527,246	$	45.85	670,621	$	42.20
Vested	(379,778)	$	47.54	(406,067)	$	46.96
Forfeited/canceled	—	$	—	(49,407)	$	43.97
Unvested at March 31, 2020	1,402,372	$	43.40
Expected to vest after March 31, 2020	1,499,715	$	43.26
Unvested at September 30, 2020				1,470,051	$	42.04
Expected to vest after September 30, 2020				1,470,051	$	42.04

~~Table of Contents~~

As of ~~March 31,~~September 30, 2020, there was ~~$41.7~~$29.1 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 ~~2.14~~1.79 years.

Note ~~11.~~10. Aircraft Under Management

As of ~~March 31,~~September 30, 2020, wethe Company managed 8281 aircraft across 3 aircraft management platforms. WeThe Company managed 5251 aircraft through ~~our~~its Thunderbolt platform, 26 aircraft through the Blackbird investment funds and 4 on behalf of a financial institution.

WeThe Company managed 26 aircraft on behalf of third-party investors, through 2 investment funds, Blackbird Capital I, LLC and Blackbird ~~II.~~Capital II, LLC (“Blackbird II”). These funds invest in commercial aircraft and lease them to airlines throughout the world. ~~We provide~~The Company provides management services to these funds for a fee. As of ~~March 31,~~September 30, 2020, the Company's non-controlling interests in each fund ~~is 9.5~~%are 9.5% and are accounted for under the equity method of accounting. The Company’s investment in these funds aggregated ~~$48.5~~$52.2 million and $46.5 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, and is included in Other assets on the Consolidated Balance Sheets. ~~We continue~~The Company continues to source aircraft investment opportunities for Blackbird II. As of ~~March 31,~~September 30, 2020, Blackbird II has remaining equity capital commitments to acquire up to approximately ~~$1.2~~$1.0 billion in aircraft assets, for which ~~we have~~the Company has committed to fund up to $29.1 million related to these potential investments.

Additionally, ~~we continue~~the Company continues to manage aircraft that ~~we sell~~it sells through ~~our~~its Thunderbolt platform. As of ~~March 31,~~September 30, 2020, wethe Company managed 5251 aircraft through its Thunderbolt platform sold across 3 separate transactions. ~~We have~~The Company has non-controlling interests in 2 of these entities of approximately 5.0%, which are accounted for under the cost method of accounting. During the ~~period ending March 31,~~three months ended September 30, 2020, wethe Company completed the sale of 31 aircraft from ~~our operating lease~~its held for sale portfolio through ~~our~~its Thunderbolt platform. The Company’s total investment in aircraft sold through ~~our~~its Thunderbolt platform was ~~$9.9~~$9.3 million and $9.9 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively and is included in Other assets on the Consolidated Balance Sheets.

Note ~~12.~~11. Flight Equipment Held for Sale

As of ~~March~~September 30, 2020, the Company did 0t have any flight equipment classified as held for sale. As of December 31, ~~2020, we~~2019, the Company had 58 aircraft, with a carrying value of ~~$175.1~~$249.6 million, which were classified as held for sale and included in Other assets on the Consolidated Balance Sheets.

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, the WHO characterized the COVID-19 outbreak as a pandemic. In response to the COVID-19 pandemic, governments around the world have implemented numerous measures to try to contain the virus, including travel restrictions. Although some of these measures have been lifted or scaled back, a recent resurgence of COVID-19 in certain parts of the world, including the United States and parts of Europe, has resulted in the re-imposition of certain restrictions and may lead to more restrictions to reduce the spread of COVID-19. These ~~aircraft~~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 and to what extent these measures will ~~be sold through our Thunderbolt platform~~remain in place and ~~we expect~~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 ~~sale~~temporary closure of ~~all 5~~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, but with reduced output.

~~aircraft~~

As the virus spread globally, its impact on the global economy increased significantly, resulting in a rapid decline in global air travel. While domestic and regional airline traffic improved over the last several months, demand for international and business air travel remains challenged. Since the pandemic began in the first quarter of 2020, the Company has received requests from most of its customers for accommodations such as deferrals of lease payments or other lease concessions. On a case-by-case basis, the Company has agreed to accommodations with approximately 58% of its lessees. Generally, these accommodations have been in the form of partial lease deferrals for payments due during the first three quarters of 2020, typically with a short repayment period. The majority of these deferrals are to be ~~completed~~repaid within 12 months from the date the deferrals were granted, and in ~~2020. We cease recognition~~many cases, include lease extensions. The Company remains in active discussions with its airline customers and may continue to provide accommodations on a case-by-case basis.

While lease deferrals may delay the Company’s receipt of ~~depreciation expense once~~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 ~~aircraft~~appropriate course of action. In addition, if collection is ~~classified as held~~not reasonably assured, the Company will not recognize rental income for ~~sale. As~~amounts due under the Company’s lease contracts and will recognize revenue for such lessees on a cash basis. For the quarter ended September 30, 2020, the Company did not recognize rental revenue of ~~December 31, 2019, we had 8 aircraft classified as held~~$25.3 million because collection was not reasonably assured for ~~sale,~~certain lessees. Aircraft on lease with ~~a carrying value~~these lessees represented approximately 6.6% of ~~$249.6 million.~~our fleet by net book value.

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

~~Dividend Distribution~~

On ~~May 6,~~November 5, 2020, ~~our~~the Company’s board of directors approved aan increase in the Company’s quarterly cash dividend offrom $0.15 per share to $0.16 per share on ~~our~~its outstanding Class A common stock. The dividend will be paid on ~~July 9, 2020~~January 6, 2021 to holders of record of ~~our~~the Company’s Class A common stock as of ~~June 5,~~December 18, 2020. ~~Our~~The Company’s board of directors also approved a cash dividend of $0.384375 per share on ~~our~~its outstanding Series A Preferred Stock, which will be paid on ~~June~~December 15, 2020 to holders of record of ~~our~~the Company’s Series A Preferred Stock as of ~~May 31,~~November 30, 2020.

~~COVID-19 Pandemic~~

~~On January 30,~~ In addition, on November 5, 2020, the ~~spread~~Company’s board of ~~the COVID-19 outbreak was declared~~directors authorized a ~~Public Health Emergency~~share repurchase program of International Concern by 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 measuresup 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). These measures, coupled with a decrease in consumer spending$100.0 million of Class A common stock that expires on travel as a result of COVID-19, have materially impacted airline traffic and operations throughout the world, including for our 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. As the virus has spread in March and April, the relatively limited impacts the Company saw in Asia in the early part of the year have accelerated and are now occurring throughout the rest of the world, with a rapid decline in global air travel.

June 15,

~~Table of Contents~~

Beginning in the first quarter of 2020 and continuing in the second quarter, the Company began receiving 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 46% 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 by the end of this year. In many cases, lease extensions were also negotiated as part of the deferral accommodations. The Company remains in active discussions with its other airline customers and may continue to provide accommodation arrangements on a case-by-case basis.

While lease deferrals may delay our receipt of cash, we generally recognize the lease revenue during the period even if a deferral is provided to the lessee, unless we determine collection is not reasonably assured. We monitor all lessees with past due lease payments and discuss 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, we 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.~~

2021.

~~Table of Contents~~

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”~~(the “WHO”). On March 11, 2020, the WHO characterized the COVID-19 outbreak as a pandemic. ~~The~~In response to the COVID-19 pandemic, ~~has resulted in governmental authorities~~governments around the world ~~implementing~~have implemented numerous measures to try to contain the virus, ~~such as~~including travel ~~bans~~restrictions. Although some of these measures have been lifted or scaled back, a recent resurgence of COVID-19 in certain parts of the world, including the United States and parts of Europe, has resulted in the re-imposition of certain restrictions ~~border closures, quarantines, shelter-in-place or total lock-down orders~~ and ~~business limitations and shutdowns (subject~~may lead to ~~exceptions for certain essential operations and businesses). It is unclear how long these~~more restrictions ~~will remain in place and they may remain in place in some form for an extended period~~to reduce the spread of ~~time.~~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 ~~for~~ our airline customers. It is unclear how long and to what extent these measures 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, but with reduced output.

~~In January and February of 2020, the primary impact of the virus was limited to Asia.~~ As the virus ~~has~~ spread ~~in March and April,~~globally, its impact on the ~~relatively limited impacts we saw~~global economy increased significantly, resulting in ~~Asia in the early part of the year have accelerated and are now occurring throughout the rest of the world, with~~ a rapid decline in global air travel.

~~Beginning~~ While domestic and regional airline traffic improved over the last several months, demand for international and business air travel remains challenged. Since the pandemic began in the first quarter of 2020, ~~and continuing in the second quarter,~~ we ~~began receiving~~have received requests from our customers for accommodations such as ~~deferral~~deferrals of lease payments or other lease concessions. As of ~~May 7,~~November 9, 2020, most of our lessees have requested some form of ~~rental relief. We evaluate such requests on~~accommodation. On a case-by-case basis, ~~and~~we have ~~worked out accommodation arrangements~~agreed to accommodations with approximately ~~46%~~58% of our ~~lessees, generally~~lessees. Generally, these accommodations have been in the form of partial lease deferrals for payments due induring the first ~~and second quarter~~three quarters of 2020, typically with a ~~short-term~~short repayment ~~period, with the~~period. The majority of these deferrals are to be repaid within 12 months from the date the deferrals ~~repaid by the end of this year. In~~were granted, and in many cases, include lease ~~extensions were also negotiated as part of the deferral accommodations. As of May 7,~~extensions. Through November 9, 2020, ~~the Company has~~we have agreed to defer approximately ~~$124.6~~$201.5 million in lease payments, of which ~~represents~~$59.8 million or 30% of the total deferrals have been repaid. These lease deferrals have negatively impacted our cash flow provided by operating activities but only represented approximately 6%3% of our total ~~revenue for fiscal year 2019.~~available liquidity as of September 30, 2020. We remain in active discussions with our ~~other~~ airline customers and ~~expect to~~may continue to provide ~~accommodation arrangements~~accommodations on a case-by-case basis.

Our collection rate ~~during~~for the ~~first quarter of 2020~~three and ~~the month of April~~nine months ended September 30, 2020 was ~~90%~~86% and ~~86%~~89%, respectively. 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 ~~May 7,~~November 9, 2020. In addition, we did not recognize rental revenue of $25.3 million for the quarter ended September 30, 2020 because collection was not reasonably assured for certain lessees. Aircraft on lease with these lessees represented approximately 6.6% of our fleet by net book value as of September 30, 2020. The severity and the length of the impact

of the COVID-19 pandemic on air travel continues to be uncertain. However, the adverse impact of the pandemic on our airline customers could intensify with the beginning of the winter season and the resurgence of COVID-19 in recent months in certain parts of the world. If this occurs, we expect we will experience increased requests for lease deferrals, a continuing decline in our collection rate and additional lease revenue that will not be recognized in future quarters because collection will not be reasonably assured for certain lessees.

Our lease utilization rate for the ~~period ended March 31,~~third quarter of 2020 was ~~99.7%. For the month of April 2020, our lease utilization rate was 99.8%~~99.6%. 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 decline in the near future as a result of accommodation arrangements we~~

~~Table of Contents~~

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~~The severity and longevity of the COVID-19 pandemic ~~the efforts taken to reduce its spread and the possibility of~~on our airline customers could result in a ~~resurgence of COVID-19, some of~~decline in our lease utilization rate if our lessees ~~may~~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 orand we may incur increased costs in repositioning such aircraft. A decline in our lease utilization rate would adversely impact our financial results, including our revenue and profitability. As ~~a result, our revenues and collection rates would decline.~~ of the date of this filing, we had 19 aircraft across five airlines which were subject to various forms of insolvency proceedings.

In addition, as of March 31, 2020, we had commitments to purchase 399 aircraft from Airbus and Boeing for delivery through 2026, and we had placed approximately 84% of our committed order book on long-term leases for aircraft delivering through 2022. Thethe 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~~orderbook that we can place into leases prior to their ~~delivery.~~delivery, which would also result in a decline in our lease utilization rate. If we are not able to place aircraft from our orderbook into leases prior to delivery, it may cause a downward pressure on our lease ~~rates or require us~~rates. As of September 30, 2020, we had commitments to ~~sell~~purchase 372 aircraft infrom Airbus and Boeing for delivery through 2026, and we had placed approximately 90% of our ~~fleet sooner than anticipated.~~committed orderbook on long-term leases for aircraft delivering through 2022.

~~COVID-19 has disrupted some of our operations. While~~During the third quarter, our employees ~~are working~~continued 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~~The decline in demand for used aircraft ~~will decline~~may result in impairment charges to the ~~near-term and that we will sell fewer used~~ aircraft in ~~2020 and perhaps 2021 than we initially planned to sell.~~our fleet.

We have also experienced aircraft delivery delays related to COVID-19. While the commitment table in Note 5,4, “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 such contractual provisions,~~As of September 30, 2020, we ~~are in discussions with lessees who are considering cancelling a small number of~~have canceled our orders for 19 737 MAX ~~leases~~aircraft with ~~us. Given~~Boeing. While we have planned our capital expenditures for the ~~dynamic nature~~remainder of 2020 and beyond based on currently expected delivery schedules, given the ~~ongoing COVID-19~~current industry circumstances, our aircraft delivery schedule could continue to be subject to material changes. In any case, our capital expenditures will be significantly less than what we planned prior to the pandemic, ~~we are not yet able to determine the full impact~~which will slow our revenue growth, but will further improve our strong liquidity position. As a result of ~~the~~these delivery delays, ~~and~~ we ~~expect such delivery dates could materially change, and as a result, our future growth will be negatively impacted.~~also anticipate reduced sales activity.

COVID-19 has ~~caused~~also continued to cause disruption in the financial markets and ~~have~~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 ~~March 31,~~September 30, 2020, we had an undrawn balance of ~~$5.6~~$6.0 billion under our ~~committed unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as agent, which reflects our recent increase in our facility size by $250.0 million in March 2020.~~Revolving Credit Facility (as defined below). We ~~believe we continue~~have continued to have access to the unsecured debt capital markets ~~although we have not accessed this market since January 2020 when we issued $1.4 billion~~issuing (i) $850.0 million in aggregate principal amount of Medium-Term ~~Notes.~~Notes due 2025 at a fixed rate of 3.375% and (ii) and $700.0 million in aggregate principal amount of Medium-Term Notes due 2026 at a fixed rate of 2.875% in the last two quarters 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~~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, weand its impact on our business and financial results may worsen during the upcoming winter months if there is a resurgence of COVID-19 globally resulting in the re-imposition of certain restrictions or a decrease in consumer and business spending on travel. We expect our business, results of operations and financial condition will continue to be negatively impacted in the near term, and the pandemic could have a larger impact on our results of operations for the

remainder of this year and into 2021 than has been reflected in our year to date and second and third quarter results for 2020. We believe, however, that the airline industry will eventually recover and aircraft travel will return to historical levels over the long term. WeSee “Aircraft Industry and Sources of Revenues” below. Further, 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 reducing capital requirements and managing costs.

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

~~Table of Contents~~

~~First~~Third Quarter Overview

During the three months ended ~~March 31,~~September 30, 2020, we purchased and took delivery of ~~eight~~seven aircraft from our new order pipeline ~~purchased~~and sold one aircraft, ~~in the secondary market and sold three aircraft from our held for sale portfolio~~ ending the period with a total of ~~300~~308 aircraft with a net book value of ~~$19.2~~$19.5 billion. The weighted average lease term remaining on our operating lease portfolio was ~~7.2~~6.9 years and the weighted average age of our fleet was ~~3.7~~4.0 years as of ~~March 31,~~September 30, 2020. Our fleet grew by ~~2.8%~~4.3% based on net book value of ~~$19.2~~$19.5 billion as of ~~March 31,~~September 30, 2020, compared to $18.7 billion as of December 31, 2019. In addition, we had a managed fleet of 8281 aircraft as of ~~March 31,~~September 30, 2020, compared to a managed fleet of 83 aircraft as of December 31, 2019. We had a globally diversified customer base comprised of ~~108~~107 airlines in 61 countries. As of ~~May 7,~~November 9, 2020, all ~~aircraft, except for two~~ aircraft in our operating lease portfolio, except for one aircraft, were subject to letters of intent or lease agreements.

~~During the first three months of 2020, we entered into supplemental agreements with Boeing to convert nine Boeing 737 MAX to three Boeing 787-9 aircraft.~~ As of ~~March 31,~~September 30, 2020, we had commitments to purchase ~~399~~372 aircraft from Airbus and Boeing for delivery through 2026, with an estimated aggregate commitment of ~~$26.8~~$24.8 billion. We ended the ~~first~~third quarter of 2020 with ~~$28.8~~$27.2 billion in committed minimum future rental payments and placed approximately ~~84%~~90% of our committed ~~order book~~orderbook on long-term leases for aircraft delivering through 2022. This includes ~~$14.2~~$13.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and ~~$14.6~~$13.8 billion in minimum future rental payments related to aircraft which will be delivered during the remainder of 2020 through 2024.

In November 2019, we entered into an agreement to sell 19 aircraft through our Thunderbolt platform to investors. Our Thunderbolt platform facilitates the sale of mid-life aircraft to investors while allowing to continue the management of these aircraft for a fee. Through this transaction, we retained a non-controlling interest of approximately 5.0% in the entity. During the three months ended March 31, 2020, we sold a total of three aircraft into our Thunderbolt platform for proceeds of approximately $65.2 million. As of March 31, 2020, we completed the sales of 14 of the 19 aircraft and expect to complete the sale of the remaining five aircraft in 2020. As of March 31, 2020 these five aircraft were classified as held for sale and included in Other assets on our Consolidated Balance Sheets

~~During the first three months of~~September 30, 2020, we issued ~~$1.4 billion~~$700.0 million in Medium-Term Notes ~~with maturities ranging between 2025 and 2030 and that bear~~due 2026 bearing interest at a fixed ~~rates between 2.30% and 3.00%~~rate of 2.875%. In addition, we ~~increased~~ended the third quarter of 2020 with an aggregate borrowing capacity under the Revolving Credit Facility of ~~our committed unsecured revolving credit facility by $250.0 million to $6.1~~$6.0 billion ~~ending the quarter with~~and total liquidity of ~~$6.3~~$7.2 billion. We ended the ~~first~~third quarter of 2020 with total debt outstanding ~~net~~ of ~~discounts and issuance costs, of $14.4~~$15.4 billion, of which ~~86.4%~~91.4% was at a fixed rate and ~~97.6%~~97.9% of which was unsecured. Our composite cost of funds ~~was 3.16%~~decreased to 3.13% as of ~~March~~September 30, 2020 as compared to 3.34% as of December 31, ~~2020.~~2019.

Our total revenues for the quarter ended ~~March 31,~~September 30, 2020 ~~increased~~decreased by ~~9.7%~~7.0% to ~~$511.4~~$493.6 million, compared to the quarter ended ~~March 31,~~September 30, 2019. This ~~increase~~decrease was ~~principally driven by the continued growth~~primarily due to a decrease of $25.3 million in rental revenue not recognized because collection was not reasonably assured for certain lessees and a decrease in our ~~fleet, partially offset by a lower amount of end of lease revenue recognized as compared to the same period in 2019.~~aircraft sales, trading and other activity. Our net income available to common stockholders for the quarter ended ~~March 31,~~September 30, 2020 was ~~$133.3~~$116.6 million compared to ~~$138.1~~$151.9 million for the quarter ended ~~March 31,~~September 30, 2019. Our diluted earnings per share for the quarter ended ~~March 31,~~September 30, 2020 was ~~$1.17~~$1.02 compared to ~~$1.23~~$1.34 for the quarter ended ~~March 31,~~September 30, 2019. The decrease in net income available to common stockholders in the ~~first~~third quarter of 2020 as compared to 2019 was primarily due to the decrease in ~~the amount of end of lease revenue recognized.~~rental revenues and an increase in interest expense, partially offset by a decrease in selling, general and administrative expenses.

Our adjusted net income before income taxes excludes the effects of certain non-cash items, one-time or non-recurring items, that are not expected to continue in the future and certain other items. Our adjusted net income before income taxes for the three months ended ~~March 31,~~September 30, 2020 was ~~$182.8~~$166.9 million or ~~$1.61~~$1.47 per diluted share, compared to ~~$187.7~~$203.9 million or ~~$1.67~~$1.80 per diluted share for the three months ended ~~March 31,~~September 30, 2019. The decrease in our adjusted net income before income taxes in the third quarter of 2020 as compared to 2019, was primarily due to the decrease in ~~the amount of end of lease revenue recognized.~~rental revenues and an increase in interest expense, partially offset by a decrease in selling, general and administrative expenses. Our adjusted pre-tax profit margin for the three months ended ~~March 31,~~September 30, 2020 was ~~35.7%~~33.8% compared to ~~40.3%~~38.4% for the three months ended ~~March 31,~~September 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.

~~Table of Contents~~

Our Fleet

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


	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019

Aggregate fleet net book value	$	19.2 billion	$	18.7 billion	$	19.5 billion	$	18.7 billion
Weighted-average fleet age⁽¹⁾		3.7 years		3.5 years		4.0 years		3.5 years
Weighted-average remaining lease term⁽¹⁾		7.2 years		7.2 years		6.9 years		7.2 years

Owned fleet⁽²⁾		300		292		308		292
Managed fleet⁽²⁾		82		83		81		83
Aircraft on order		399		413		372		413
Aircraft purchase options⁽³⁾		25		70		25		70
Total		806		858		786		858

Current fleet contracted rentals	$	14.2 billion	$	14.1 billion	$	13.4 billion	$	14.1 billion
Committed fleet rentals	$	14.6 billion	$	15.0 billion	$	13.8 billion	$	15.0 billion
Total committed rentals	$	28.8 billion	$	29.1 billion	$	27.2 billion	$	29.1 billion

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

(2)

As of ~~March 31,~~September 30, 2020 ~~and~~we did not have any aircraft classified as flight equipment held for sale. As of December 31, 2019 we had ~~five 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 ~~March 31,~~September 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 ~~March 31,~~September 30, 2020 and December 31, 2019 (in thousands, except percentages):


	March 31, 2020				December 31, 2019				September 30, 2020				December 31, 2019
	Net Book				Net Book				Net Book				Net Book
Region	Value		% of Total		Value		% of Total		Value		% of Total		Value		% of Total
Europe	$	5,624,068	29.2	%	$	5,438,775	29.0	%	$	6,062,005	31.1	%	$	5,438,775	29.0	%
Asia (excluding China)		5,316,199	27.7	%		4,985,525	26.7	%		5,364,212	27.5	%		4,985,525	26.7	%
China		2,878,482	15.0	%		2,930,752	15.7	%		2,795,615	14.3	%		2,930,752	15.7	%
The Middle East and Africa		2,326,758	12.1	%		2,242,215	12.0	%		2,317,599	11.9	%		2,242,215	12.0	%
Central America, South America and Mexico		1,106,317	5.8	%		1,116,814	6.0	%		1,085,289	5.6	%		1,116,814	6.0	%
Pacific, Australia and New Zealand										965,884	4.9	%		993,858	5.3	%
U.S. and Canada		986,031	5.1	%		996,398	5.3	%		925,892	4.7	%		996,398	5.3	%
Pacific, Australia and New Zealand		984,506	5.1	%		993,858	5.3	%
Total	$	19,222,361	100.0	%	$	18,704,337	100.0	%	$	19,516,496	100.0	%	$	18,704,337	100.0	%

~~Table of Contents~~

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


	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
	Number of			Number of			Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total		Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	1	0.3	%	1	0.3	%	1	0.3	%	1	0.3	%
Airbus A320-200	21	7.0	%	21	7.2	%	21	6.8	%	21	7.2	%
Airbus A320-200neo	15	5.0	%	13	4.5	%	17	5.5	%	13	4.5	%
Airbus A321-200	28	9.3	%	28	9.6	%	28	9.1	%	28	9.6	%
Airbus A321-200neo	39	13.1	%	35	12.0	%	43	14.0	%	35	12.0	%
Airbus A330-200	12	4.0	%	12	4.1	%	13	4.2	%	12	4.1	%
Airbus A330-300	8	2.7	%	7	2.4	%	8	2.6	%	7	2.4	%
Airbus A330-900neo	7	2.3	%	7	2.4	%	7	2.3	%	7	2.4	%
Airbus A350-900	10	3.3	%	10	3.4	%	11	3.6	%	10	3.4	%
Airbus A350-1000							1	0.3	%	—	—	%
Boeing 737-700	4	1.3	%	4	1.4	%	4	1.3	%	4	1.4	%
Boeing 737-800	85	28.4	%	85	29.1	%	84	27.3	%	85	29.1	%
Boeing 737-8 MAX	15	5.0	%	15	5.1	%	15	4.9	%	15	5.1	%
Boeing 767-300ER	—	—	%	1	0.3	%	—	—	%	1	0.3	%
Boeing 777-200ER	1	0.3	%	1	0.3	%	1	0.3	%	1	0.3	%
Boeing 777-300ER	24	8.0	%	24	8.2	%	24	7.8	%	24	8.2	%
Boeing 787-9	23	7.7	%	23	8.0	%	23	7.5	%	23	8.0	%
Boeing 787-10	6	2.0	%	4	1.4	%	6	1.9	%	4	1.4	%
Embraer E190	1	0.3	%	1	0.3	%	1	0.3	%	1	0.3	%
Total	300	100.0	%	292	100.0	%	308	100.0	%	292	100.0	%

As of ~~March 31,~~September 30, 2020, ~~updated through May 7, 2020, the Company~~we had commitments to acquire a total of ~~399~~372 new aircraft for delivery through 2026 as follows:


	Estimated Delivery Years							Estimated Delivery Years
Aircraft Type	2020	2021	2022	2023	2024	Thereafter	Total	2020	2021	2022	2023	2024	Thereafter	Total
Airbus A220-300⁽¹⁾	—	—	8	13	10	19	50	—	—	3	14	12	21	50
Airbus A320/321neo⁽²⁾	13	24	26	26	29	36	154	7	32	22	23	27	37	148
Airbus A330-900neo	—	3	7	5	0	—	15	1	3	7	4	—	—	15
Airbus A350-900/1000	3	3	6	2	6	—	20	1	4	3	4	5	1	18
Boeing 737-7/8/9 MAX	2	28	24	42	30	—	126	—	15	20	42	30	—	107
Boeing 787-9/10	8	6	8	10	2	—	34	5	9	8	10	2	—	34
Total	26	64	79	98	77	55	399	14	63	63	97	76	59	372

(1)	In addition to ~~the Company’s~~our commitments, as of ~~March 31,~~September 30, 2020, ~~the Company~~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 4745 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 ~~has~~ temporarily halted production and delivery of all 737 MAX ~~aircraft and our new~~aircraft. While production of the 737 MAX resumed in the second quarter, deliveries remain on hold. The Federal Aviation Administration (“FAA”) and the European Union Aviation Safety Agency (“EASA”) have both completed flight testing for recertification of the 737 MAX , though a number of key milestones remain before the aircraft ~~have been significantly delayed.~~can return to service. Lifting of the grounding is subject to the approval of the FAA, EASA and 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.

~~Table of Contents~~

The ongoing COVID-19 pandemic has caused delivery delays of aircraft in our orderbook and is expected to continue to cause delays of ~~aircraft.~~aircraft deliveries. As discussed in further detail above in ~~“COVID-19~~“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 but with reduced output.

As a result of the temporary closures of the Boeing and Airbus facilities and the subsequently reduced production by these manufacturers, most of our expected aircraft deliveries were delayed during the second and third 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~~expected 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~~we 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 such contractual provisions,~~As of September 30, 2020, we ~~are in discussions with lessees who are considering cancelling a small number of~~have canceled our orders for 19 737 MAX ~~leases~~aircraft with ~~us.~~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 ~~March 31,~~September 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 ~~are currently~~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			Number of	Number
Delivery Year	Aircraft	Leased	% Leased		Aircraft	Leased	% Leased
2020	26	26	100.0	%	14	14	100.0	%
2021	64	62	96.9	%	63	62	98.4	%
2022	79	54	68.4	%	63	50	79.4	%
2023	98	34	34.7	%	97	36	37.1	%
2024	77	10	13.0	%	76	14	18.4	%
Thereafter	55	—	—	%	59	1	1.7	%
Total	399	186			372	177

Aircraft Industry and Sources of Revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines throughout the world. As of ~~March 31,~~September 30, 2020, we ~~have~~had a globally diversified customer base comprised of ~~108~~107 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 ~~primarily due to COVID-19,~~ passenger traffic fell ~~22%~~65% year-over-year for the first ~~three~~nine months of 2020 and ~~53%~~73% year-over-year for ~~March~~the month of September 2020, ~~and~~primarily due to COVID-19. As a result, IATA now expects airline passenger volumes to fall ~~48%~~68% in 2020 as compared to ~~2019.~~2019, with the path of recovery dependent upon the pandemic and the relaxation of enforced air travel restrictions in many countries globally. While domestic and regional airline traffic have improved since the industry low in April, 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 ~~perhaps~~into 2021 and potentially longer, ~~including the need~~resulting in additional requests for lease deferrals or other lease concessions, requests to return aircraft early orand lease defaults. We also 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 ~~six~~19 aircraft across ~~three~~five airlines which were subject to various forms of insolvency proceedings.

~~Table of Contents~~

Approximately ~~75%~~73% 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 default 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 ~~overall~~ 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 ~~399~~372 aircraft on order as of ~~March 31,~~September 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. ~~The~~As a result of continued production delays and the impact of COVID-19, ~~has~~we expect aircraft deliveries to be lower than previously anticipated for 2020 and delivery delays could potentially extend well into 2021 and beyond. While we have planned our capital expenditures for the remainder of 2020 and beyond based on currently expected delivery schedules, given the current industry circumstances, our aircraft delivery schedule could continue to be subject to material changes. As a result of these delivery delays, we also ~~resulted in temporary closures and lower production rates and deliveries for both Boeing and Airbus, which is expected to cause further delivery delays.~~anticipate reduced sales activity.

The worldwide grounding of the 737 MAX began on March 10, 2019, and remains in effect. As a result, Boeing ~~has~~ temporarily halted production and delivery of all 737 MAX aircraft. While production of the 737 MAX has since 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.

As The FAA and EASA have both completed flight testing for recertification of ~~March 31, 2020, we owned and leased 15~~the 737 MAX, though a number of key milestones remain before the aircraft ~~and we have 126 737 MAX aircraft on order.~~can return to service. Lifting of the grounding is subject to the approval of the FAA, EASA and other global regulatory authorities, and we are unable to speculate as to when this may occur. ~~Because of this uncertainty, we have curtailed our leasing of~~Even after the grounding is lifted, Boeing’s ability to deliver 737 MAX aircraft ~~in our orderbook~~may be impacted as a result of the COVID-19 pandemic.

As of September 30, 2020, we owned and leased 15 737 MAX aircraft ~~since the grounding.~~and we had 107 737 MAX aircraft on order. 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~~However, 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, ~~some~~more of our customers may seek to cancel their lease contracts with us. ~~We are in discussions with lessees who are considering cancelling a small number~~As of September 30, 2020, we have canceled our orders for 19 737 MAX ~~leases~~aircraft with ~~us.~~Boeing. It is unclear at this point if we will cancel ~~some~~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. In March 2020, the tariffs on aircraft were raised to 15%. 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. In October 2020, the World Trade Organization authorized the European Union (“E.U.”) to enact approximately $4.0 billion of tariffs on products manufactured in the U.S. On November 9, 2020, the E.U. announced a 15% tariff on new aircraft imported into the E.U. from the U.S., including Boeing aircraft, effective November 10, 2020. We are currently monitoring the impact of ~~this announcement~~U.S. trade policies on our future Airbus deliveries to U.S. ~~customers.~~customers, and are assessing the impact the new E.U. tariffs will have on our Boeing deliveries to customers in the E.U. We cannot predict what further actions may ultimately be taken with respect

~~Table of Contents~~

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, aircraft maintenance and ~~aircraft maintenance.~~the costs associated with the importation of the aircraft.

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 ~~financings.~~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. We currently have an undrawn balance of $5.6 billion under our revolving credit facility, which does not condition our ability to borrow on the lack of a material adverse effect to us or the general economy.basis with primarily fixed-rate debt. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to ~~another.~~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. ~~Additionally, we only have approximately $319.4 million~~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 ~~debt maturities for the remainder of 2020, which serves to limit~~managing our ~~near-term financing needs.~~liquidity. 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~~for the next six to twelve months and potentially beyond. We continue to monitor COVID-19 and its impact on our overall liquidity position and outlook.

We ended the ~~first~~third quarter of 2020 with total debt outstanding, net of discounts and issuance costs, of ~~$14.4~~$15.2 billion compared to $13.6 billion as of December 31, 2019. Our unsecured debt increased to ~~$14.2~~$15.0 billion as of ~~March 31,~~September 30, 2020 from $13.3 billion as of December 31, 2019. Our unsecured debt as a percentage of total debt increased to ~~97.6%~~97.9% as of ~~March 31,~~September 30, 2020 from 96.6% as of December 31, 2019.

Our cash flows provided by operating activities decreased by ~~10.4%~~26.1% or ~~$27.2~~$254.0 million, to ~~$234.0~~$717.6 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 as compared to ~~$261.2~~$971.6 million for the ~~three~~nine months ended ~~March 31,~~September 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 ~~$672.3 million~~$1.4 billion for the ~~three~~nine months ended ~~March 31,~~September 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 ~~$853.6 million~~$1.6 billion for the ~~three~~nine months ended ~~March 31,~~September 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 ~~first~~third quarter of 2020 with available liquidity of ~~$6.3~~$7.2 billion which is comprised of unrestricted cash of ~~$732.7 million~~$1.2 billion and an available borrowing capacity under our ~~committed unsecured revolving credit facility~~Revolving Credit Facility of ~~$5.6~~$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 ~~the~~at least next 12 months. A key component of the ongoing liquidity available to us is our ~~committed unsecured revolving credit facility,~~Revolving Credit Facility, for which the substantial majority of the commitments mature in 2023. Our ~~committed unsecured revolving credit facility~~Revolving Credit Facility is syndicated across 5349 financial institutions from around various regions of the world, diversifying our reliance on any individual lending institution. We continue to utilize our ~~committed unsecured revolving credit facility~~Revolving Credit Facility in the normal course of business.

We have a balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, investing in modern, in-demand aircraft to profitably grow our core aircraft leasing business while maintaining strong fleet metrics and creating sustainable long-term shareholder value; second, maintaining our investment grade balance sheet utilizing unsecured debt as our primary form of financing; and finally, in lockstep with the aforementioned priorities, returning excess cash to shareholders through our dividend policy as well as regular evaluation of share repurchases, as appropriate.

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

~~Table of Contents~~

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.~~deliveries, which will further enhance our liquidity position.

As of ~~March 31,~~September 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 ~~this~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Debt

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


	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
Unsecured
Senior notes	$	12,834,333		$	12,357,811		$	14,069,115		$	12,357,811
Term financings		877,950			883,050			967,000			883,050
Revolving credit facility		515,000			20,000			—			20,000
Total unsecured debt financing		14,227,283			13,260,861			15,036,115			13,260,861
Secured
Term financings		322,320			428,824			289,207			428,824
Export credit financing		29,947			31,610			26,619			31,610
Total secured debt financing		352,267			460,434			315,826			460,434

Total debt financing		14,579,550			13,721,295			15,351,941			13,721,295
Less: Debt discounts and issuance costs		(164,929)			(142,429)			(171,796)			(142,429)
Debt financing, net of discounts and issuance costs	$	14,414,621		$	13,578,866		$	15,180,145		$	13,578,866
Selected interest rates and ratios:
Composite interest rate⁽¹⁾		3.16	%		3.34	%		3.13	%		3.34	%
Composite interest rate on fixed-rate debt⁽¹⁾		3.31	%		3.39	%		3.29	%		3.39	%
Percentage of total debt at fixed-rate		86.41	%		88.40	%		91.35	%		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 ~~March 31,~~September 30, 2020, we had ~~$12.8~~$14.1 billion in senior unsecured notes outstanding. As of December 31, 2019, we had $12.4 billion in senior unsecured notes outstanding.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, we issued ~~$1.40~~$3.0 billion in aggregate principal amount of Medium-Term Notes comprised of (i) $750.0 million due 2025 at a fixed rate of 2.30% ~~and~~, (ii) $650.0 million due 2030 at a fixed rate of 3.00% (iii) $850.0 million due 2025 at a fixed rate of 3.375% and (iv) $700.0 million due 2026 at a fixed rate of 2.875%.

During the nine months ended September 30, 2020, we repurchased $206.1 million in aggregate principal amount of Floating Rate Medium-Term Notes due 2021. The debt repurchases resulted in a gain of $14.0 million and is included in Aircraft sales, trading and other revenue in our Consolidated Statements of Income and Comprehensive Income.

Unsecured revolving credit facility

As of September 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.~~agent (the “Revolving Credit Facility”). During the ~~quarter~~nine months ended ~~March 31,2020,~~September 30, 2020, we increased the aggregate capacity of our unsecured revolving credit facility by $250.0 ~~million to $6.1 billion. As of March 31, 2020, the total outstanding balance on our unsecured revolving credit facility was approximately $515.0~~ million. ~~The total outstanding balance under our unsecured revolving credit facility was approximately $20.0 million as of December 31, 2019.~~

~~Table of Contents~~

On May 5, 2020, commitments totaling $92.7 million of our committed

unsecured revolving credit facility matured. As of September 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 May 7, 2020, after giving effect to the commitments that matured on May 5, 2020, the aggregate capacity of our committed unsecured revolving credit facility was approximately $6.0 billion.~~

As of ~~March 31,~~September 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 $100.4 million and $128.5 million as of September 30, 2020 and December 31, 2019, respectively.

As of September 30, 2020, the outstanding balance on our secured debt financings, including our secured warehouse facility and our export credit financing, was $315.8 million and we had pledged 12 aircraft as collateral with a net book value of $636.6 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 February 14,~~We paid a cash dividend of $0.384375 per share on our outstanding Series A Preferred Stock on each of March 15, 2020, June 15, 2020 and September 15, 2020, and our board of directors ~~also~~has approved a cash dividend of $0.384375 per share on our outstanding Series A Preferred Stock ~~which was~~to be paid on ~~March~~December 15, ~~2020 to holders of record of our Series A Preferred Stock as of February 29,~~ 2020.

Potential Impact of LIBOR Transition

As of ~~March 31,~~September 30, 2020, we had approximately ~~$2.0~~$1.3 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

~~Table of Contents~~

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 ~~March 31,~~September 30, 2020 of approximately ~~$19.8~~$13.3 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	~~March 23,~~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.

2728

~~Table of Contents~~

Results of Operations

The following table presents our historical operating results for the three and nine month periods ended ~~March 31,~~September 30, 2020 and 2019 (in thousands, except per share amounts and percentages):


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019			2020			2019

	(unaudited)						(unaudited)
Revenues
Rental of flight equipment	$	496,687		$	455,739		$	468,443		$	492,869		$	1,462,999		$	1,412,478
Aircraft sales, trading and other		14,700			10,312			25,158			38,033			63,338			55,870
Total revenues		511,387			466,051			493,601			530,902			1,526,337			1,468,348
Expenses
Interest		107,541			89,220			107,519			104,637			317,753			290,681
Amortization of debt discounts and issuance costs		10,528			8,540			10,899			9,078			31,660			26,330
Interest expense		118,069			97,760			118,418			113,715			349,413			317,011
Depreciation of flight equipment		188,895			159,471			195,054			183,788			577,969			514,948
Selling, general and administrative		28,322			29,702			20,239			34,715			75,142			92,188
Stock-based compensation		4,429			4,174			6,635			4,897			14,956			14,934
Total expenses		339,715			291,107			340,346			337,115			1,017,480			939,081
Income before taxes		171,672			174,944			153,255			193,787			508,857			529,267
Income tax expense		(34,521)			(36,850)			(32,860)			(38,000)			(103,686)			(107,081)
Net income	$	137,151		$	138,094		$	120,395		$	155,787		$	405,171		$	422,186
Preferred stock dividends		(3,844)			—			(3,843)			(3,844)			(11,531)			(8,115)
Net income available to common stockholders	$	133,307		$	138,094		$	116,552		$	151,943		$	393,640		$	414,071

Earnings per share of Class A and B common stock
Earnings per share of common stock
Basic	$	1.17		$	1.24		$	1.02		$	1.36		$	3.46		$	3.71
Diluted	$	1.17		$	1.23		$	1.02		$	1.34		$	3.46		$	3.67

Other financial data
Pre-tax profit margin		33.6	%		37.5	%		31.0	%		36.5	%		33.3	%		36.0	%
Adjusted net income before income taxes⁽¹⁾	$	182,785		$	187,658		$	166,946		$	203,918		$	543,942		$	562,416
Adjusted pre-tax profit margin⁽¹⁾		35.7	%		40.3	%		33.8	%		38.4	%		35.6	%		38.3	%
Adjusted diluted earnings per share before income taxes⁽¹⁾	$	1.61		$	1.67		$	1.47		$	1.80		$	4.77		$	4.98
Pre-tax return on common equity (trailing twelve months)		13.8	%		14.7	%		12.8	%		14.3	%		12.8	%		14.3	%
Adjusted pre-tax return on common equity (trailing twelve months)⁽¹⁾		14.9	%		15.9	%		13.9	%		15.4	%		13.9	%		15.4	%

(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

~~Table of Contents~~

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						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019

	(unaudited)						(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	$	133,307		$	138,094		$	116,552		$	151,943		$	393,640		$	414,071
Amortization of debt discounts and issuance costs		10,528			8,540			10,899			9,078			31,660			26,330
Stock-based compensation		4,429			4,174			6,635			4,897			14,956			14,934
Provision for income taxes		34,521			36,850			32,860			38,000			103,686			107,081
Adjusted net income before income taxes	$	182,785		$	187,658		$	166,946		$	203,918		$	543,942		$	562,416

Total revenues	$	511,387		$	466,051		$	493,601		$	530,902		$	1,526,337		$	1,468,348
Adjusted pre-tax profit margin⁽¹⁾		35.7	%		40.3	%		33.8	%		38.4	%		35.6	%		38.3	%

(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				Three Months Ended September 30,				Nine Months Ended September 30,
	March 31,				2020		2019		2020		2019
	2020		2019

	(unaudited)				(unaudited)
Reconciliation of net income available to common stockholders to adjusted diluted earnings per share before income taxes:
Net income available to common stockholders	$	133,307	$	138,094	$	116,552	$	151,943	$	393,640	$	414,071
Amortization of debt discounts and issuance costs		10,528		8,540		10,899		9,078		31,660		26,330
Stock-based compensation		4,429		4,174		6,635		4,897		14,956		14,934
Provision for income taxes		34,521		36,850		32,860		38,000		103,686		107,081
Adjusted net income before income taxes	$	182,785	$	187,658	$	166,946	$	203,918	$	543,942	$	562,416
Weighted-average diluted common shares outstanding		113,785,028		112,380,856		113,951,102		113,263,396		113,928,775		112,837,526
Adjusted diluted earnings per share before income taxes	$	1.61	$	1.67	$	1.47	$	1.80	$	4.77	$	4.98

2930

~~Table of Contents~~

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
March 31,


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

$
570,376

$
538,278

Amortization of debt discounts and issuance costs

38,679

33,224

Stock-based compensation

21,000

18,220

Provision for income taxes

146,235

135,485

Adjusted net income before income taxes

$
776,290

$
725,207

Common shareholders’ equity as of beginning of the period

$
4,923,817

$
4,226,623

Common shareholders’ equity as of end of the period

5,486,369

4,923,817

Average common shareholders' equity

$
5,205,093

$
4,575,220

Adjusted pre-tax return on common equity

14.9
%

15.9
%


	Trailing Twelve Months September 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	$	554,732		$	552,470
Amortization of debt discounts and issuance costs		42,021			34,805
Stock-based compensation		20,767			19,247
Provision for income taxes		145,169			140,710
Adjusted net income before income taxes	$	762,689		$	747,232

Common shareholders' equity as of beginning of the period	$	5,212,173		$	4,478,918
Common shareholders' equity as of end of the period	$	5,727,323		$	5,212,173
Average common shareholders' equity	$	5,469,748		$	4,845,546

Adjusted pre-tax return on common equity		13.9	%		15.4	%

Three months ended ~~March 31,~~September 30, 2020, compared to the three months ended ~~March 31,~~September 30, 2019

Rental revenue

As of ~~March 31,~~September 30, 2020, we owned ~~300~~308 aircraft with a net book value of ~~$19.2~~$19.5 billion and recorded ~~$496.7~~$468.4 million in rental revenue for the quarter then ended, which included ~~$5.5~~$8.8 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of ~~March 31,~~September 30, 2019, we owned ~~280~~307 aircraft with a net book value of ~~$16.3~~18.9 billion and recorded ~~$455.7~~$492.9 million in rental revenue for the quarter ended ~~March 31,~~September 30, 2019, which included ~~overhaul revenue, net of~~$4.6 million in amortization expense related to initial direct costs, which is net of ~~$18.0 million. This increase~~overhaul revenue. Our rental revenue for the quarter ended September 30, 2020 decreased as compared to the prior year due to $25.3 million in rental revenue not recognized because collection was ~~principally driven by the continued growth~~not reasonably assured for certain lessees. Aircraft on lease with these lessees represented approximately 6.6% of our fleet ~~partially offset~~ by ~~a reduction in end~~net book value as of lease revenue recognized in the period as compared to prior year. In the prior period, we recognized $20.2 million of end of lease revenue in connection with an airline bankruptcy whereas we did not recognize end of lease revenue in the current period.September 30, 2020.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled ~~$14.7~~$25.2 million for the three months ended ~~March 31,~~September 30, 2020, ~~compared~~of which $17.3 million was related to ~~$10.3~~the sale of one aircraft and lease termination fees recognized during the quarter. Aircraft sales, trading and other revenue totaled $38.0 million for the three months ended ~~March 31, 2019. During the quarter ended March 31, 2020, we recorded $1.6~~September 30, 2019, of which $31.5 million ~~in gains from~~was related to the sale of three aircraft from our held for sale portfolio and $5.9 million in other revenue from the forfeiture of security deposits. During the quarter ended March 31, 2019, we recorded $3.6 million in gains from the sale of sixfive aircraft from our operating lease ~~portfolio. As noted above, we expect~~portfolio and lease termination fees recognized during the ~~COVID-19 pandemic to have an adverse impact on demand for used aircraft and that we will sell fewer used aircraft in 2020 and potentially 2021 than we initially planned to sell.~~quarter.

Interest expense

Interest expense totaled ~~$118.1~~$118.4 million for the three months ended ~~March 31,~~September 30, 2020 compared to ~~$97.8~~$113.7 million for the three months ended ~~March 31,~~September 30, 2019. The increase was primarily due to an increase in our aggregate debt balance driven by the growth of our fleet and the increase in our liquidity position, partially offset by a decrease in our composite interest rate. We ended the quarter with an available liquidity balance of $7.2 billion. 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 ~~$188.9~~$195.1 million in depreciation expense of flight equipment for the three months ended ~~March 31,~~September 30, 2020 compared to ~~$159.5~~$183.8 million for the three months ended ~~March 31,~~September 30, 2019. The increase in depreciation expense for the

~~Table of Contents~~

three months ended ~~March 31,~~September 30, 2020, compared to the three months ended ~~March 31,~~September 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 ~~$28.3~~$20.2 million for the three months ended ~~March 31,~~September 30, 2020 compared to ~~$29.7~~$34.7 million for the three months ended ~~March 31,~~September 30, 2019. Selling, general and administrative expense as a percentage of total revenue decreased to ~~5.5%~~4.1% for the three months ended ~~March 31,~~September 30, 2020 compared to ~~6.4%~~6.5% for the three months ended ~~March 31,~~September 30, 2019. ~~As we continue to add new aircraft to our portfolio, we expect over the long-term,~~The decrease in selling, general and administrative ~~expense~~expenses is primarily due to a decrease ~~as a percentage of our revenue.~~in operating expenses and lower transactional costs incurred during the period.

Taxes

The effective tax rate was ~~20.1%~~21.4% and ~~21.1%~~19.6% for the three months ended ~~March 31,~~September 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 ~~March 31,~~September 30, 2020, we reported consolidated net income available to common stockholders of ~~$133.3~~$116.6 million, or ~~$1.17~~$1.02 per diluted share, compared to a consolidated net income available to common stockholders of ~~$138.1~~$151.9 million, or ~~$1.23~~$1.34 per diluted share, for the three months ended ~~March 31,~~September 30, 2019. Net income available to common stockholders decreased in the ~~first~~third quarter of 2020 as compared to 2019, ~~principally driven by a reduction~~primarily due to the decrease in ~~end of lease~~rental revenue and an increase in interest expense, partially offset by ~~the continued growth of our fleet.~~a decrease in selling, general and administrative expenses.

Adjusted net income before income taxes

For the three months ended ~~March 31,~~September 30, 2020, we recorded adjusted net income before income taxes of ~~$182.8~~$166.9 million, or ~~$1.61~~$1.47 per diluted share, compared to an adjusted net income before income taxes of ~~$187.7~~$203.9 million, or ~~$1.67~~$1.80 per diluted share, for the three months ended ~~March 31,~~September 30, 2019. Our adjusted net income before income taxes decreased ~~principally driven by~~primarily due to a ~~reduction~~decrease in ~~end of lease~~rental revenue and an increase in interest expense, partially offset by ~~the continued growth of our fleet.~~a decrease in selling, general and administrative expenses.

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.

Nine months ended September 30, 2020, compared to the nine months ended September 30, 2019

Rental revenue

As of September 30, 2020, we owned 308 aircraft with a net book value of $19.5 billion and recorded $1.5 billion in rental revenue for the nine months then ended, $22.4 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of September 30, 2019, we owned 307 aircraft with a net book value of $18.9 billion and recorded $1.4 billion in rental revenue for the nine months then ended, which included overhaul revenue, net of amortization expense related to initial direct costs, of $11.3 million. This increase was primarily driven by the continued growth of our fleet as compared to prior year, partially offset by $30.8 million in rental revenue not recognized during the nine months ended September 30, 2020 because collection was not reasonably assured for certain lessees. Aircraft on lease with these lessees represented approximately 6.6% of our fleet by net book value as of September 30, 2020.

3132

Aircraft sales, trading and other revenue

~~Table~~

Aircraft sales, trading and other revenue totaled $63.3 million for the nine months ended September 30, 2020, of ~~Contents~~which $31.1 million was related to the sale of eight aircraft and lease termination fees recognized during the nine month period. In addition, we recorded $14.0 million in other revenue related to the repurchase of $206.1 million in aggregate principal amount of our Floating Rate Medium-Term Notes due 2021. Aircraft sales, trading and other revenue totaled $55.9 million for the nine months ended September 30, 2019, of which $33.4 million was related to the sale of 11 aircraft from our operating lease portfolio and lease termination fees recognized during the nine month period.

Interest expense

Interest expense totaled $349.4 million for the nine months ended September 30, 2020 compared to $317.0 million for the nine months ended September 30, 2019. The increase was primarily due to an increase in our aggregate debt balance driven by the growth of our fleet and the increase in our liquidity position, partially offset by the decrease in our composite interest rate. We ended the quarter with an available liquidity balance of $7.2 billion. 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 $578.0 million in depreciation expense of flight equipment for the nine months ended September 30, 2020 compared to $514.9 million for the nine months ended September 30, 2019. The increase in depreciation expense for the nine months ended September 30, 2020, compared to the nine months ended September 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 $75.1 million for the nine months ended September 30, 2020 compared to $92.2 million for the nine months ended September 30, 2019. Selling, general and administrative expense as a percentage of total revenue decreased to 4.9% for the nine months ended September 30, 2020 compared to 6.3% for the nine months ended September 30, 2019. The decrease in selling, general and administrative expenses is primarily due to a decrease in operating expenses and lower transactional costs incurred during the period.

Taxes

The effective tax rate was 20.4% and 20.2% for the nine months ended September 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 nine months ended September 30, 2020, we reported consolidated net income available to common stockholders of $393.6 million, or $3.46 diluted share, compared to a consolidated net income available to common stockholders of $414.1 million, or $3.67 per diluted share, for the nine months ended September 30, 2019. Net income available to common stockholders decreased for the nine months ended September 30, 2020 as compared to 2019, primarily due to an increase in interest expense, partially offset by an increase in rental revenue and a decrease in selling, general and administrative expenses.

Adjusted net income before income taxes

For the nine months ended September 30, 2020, we recorded adjusted net income before income taxes of $543.9 million, or $4.77 per diluted share, compared to an adjusted net income before income taxes of $562.4 million, or $4.98 per diluted share, for the nine months ended September 30, 2019. Our adjusted net income before income taxes decreased for the nine months ended September 30, 2020 as compared to 2019, primarily due to an increase in interest expense, partially offset by an increase in rental revenue and a decrease in selling, general and administrative expenses.

Contractual Obligations

Our contractual obligations as of ~~March 31,~~September 30, 2020, are as follows (in thousands):


	2020		2021		2022		2023		2024		Thereafter		Total		2020		2021		2022		2023		2024		Thereafter		Total
Long-term debt obligations	$	319,372	$	2,049,294	$	2,751,269	$	2,988,154	$	1,534,552	$	4,936,909	$	14,579,550	$	172,778	$	1,934,141	$	2,730,561	$	2,502,123	$	1,525,428	$	6,486,910	$	15,351,941
Interest payments on debt outstanding⁽¹⁾		327,433		433,416		373,547		290,823		210,269		446,761		2,082,249		83,800		458,685		404,501		333,891		257,424		504,325		2,042,626
Purchase commitments⁽²⁾⁽³⁾		2,206,538		4,900,832		6,519,111		6,171,228		4,456,237		2,542,133		26,796,079		1,213,581		4,841,564		5,604,050		6,153,520		4,211,633		2,789,136		24,813,484
Operating leases		5,188		7,059		6,506		6,387		4,545		33,045		62,730		1,725		7,426		6,583		6,398		4,556		33,086		59,774
Total	$	2,858,531	$	7,390,601	$	9,650,433	$	9,456,592	$	6,205,603	$	7,958,848	$	43,520,608	$	1,471,884	$	7,241,816	$	8,745,695	$	8,995,932	$	5,999,041	$	9,813,457	$	42,267,825

~~(1)Future interest payments on floating rate debt are estimated using floating rates in effect at March 31, 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 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.

(1)	Future interest payments on floating rate debt are estimated using floating rates in effect at September 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 orderbook 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.

(3)	Due to the expected aircraft delivery delays, we expect approximately $5.1 billion of our purchase commitments will be subject to cancellation by the time of delivery.

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 ~~three~~nine months ended ~~March 31,~~September 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

~~Table of Contents~~

significant portion of our aircraft acquisitions. As of ~~March 31,~~September 30, 2020 and December 31, 2019, we had ~~$2.0~~$1.3 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 ~~$19.8~~$13.3 million and $15.9 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, each on an annualized basis, which would put downward pressure on our operating margins. Further, as of ~~March 31,~~September 30, 2020, ~~86.4%~~91.4% 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 ~~1.0%~~0.8% and 0.7% of our lease revenues were denominated in foreign currency as of ~~March 31,~~September 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 87 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 ~~March 31,~~September 30, 2020. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at ~~March 31,~~September 30, 2020.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~September 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

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

~~Other than stated below, there~~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.~~

~~The coronavirus (COVID-19) pandemic~~2019 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.

~~The global pandemic resulting from the coronavirus (“COVID-19”) pandemic has disrupted some of our operations and the operations of our lessees beginning~~ in the first quarter of 2020. 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). These measures may remain in place for a significant amount of time. These measures, coupled with a decrease in consumer spending on travel as a result of the COVID-19 pandemic, have materially impacted airline traffic and operations throughout the world as well as our operations and the operations of our lessees and aircraft manufacturers and suppliers, including causing the temporary closure of Boeing and Airbus’ final assembly facilities. As the virus has spread in the last few months, the relatively limited impacts we saw in Asia in the early part of the year have accelerated and are now occurring throughout the rest of the world, with a rapid deterioration of global air travel. As a result of the spread of the COVID-19 pandemic, we may experience financial losses due to a number of operational factors, including but not limited to:

●

~~lease deferments, lease abatements and aircraft return requests from our lessees;~~

●

~~impairment or delay in our ability to remarket aircraft or otherwise re-lease aircraft on a timely basis at favorable rates;~~

●

~~default, bankruptcy or reorganization of our lessees;~~

●

~~default, bankruptcy or reorganization of airlines generally, which would place pressure on aircraft values and lease rates generally;~~

●

~~further delays in delivery of aircraft in our orderbook from Boeing and Airbus, including due to delays or bankruptcies of Boeing and Airbus suppliers;~~

●

~~cancellations of, or a decline in, placements of aircraft in our orderbook for long-term leases;~~

●

~~increased costs of borrowing, including if our credit ratings are ultimately downgraded;~~

●

~~delays and other adverse impacts on our plans to grow the size of our operating fleet;~~

●

~~reduced sale proceeds received in aircraft sales due to weaker market demand; and~~

●

~~charges recognized by us or some of our lessees as a result of the measures implemented to contain the spread of COVID-19, including impairment of aircraft and engines and other long-lived assets.~~

These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided. In addition, if a resurgence of the COVID-19 virus occurs after the initial outbreak subsides, these factors will be exacerbated.

As of May 7, 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 46% of our lessees. We remain in active discussions with a number of our airline customers for accommodation arrangements, such as lease payment deferrals and other lease concessions. As of May 7, 2020, the Company has agreed to defer approximately $124.6 million in lease payments, which represents approximately 6% of our total revenue for fiscal year 2019. So far,

~~Table of Contents~~

such solutions have generally been 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 granted so far repaid by the end of this year. In many cases, lease extensions were also negotiated as part of the deferral accommodations. We remain in active discussions with our other airline customers and may continue to provide accommodation arrangements on a case-by-case basis. While a majority of our customers are flag carriers or have some form of governmental ownership, depending on the severity and longevity of the COVID-19 pandemic, the efforts taken to reduce its spread and the possibility of a resurgence of the COVID-19 pandemic, some of our lessees may still experience insolvency or initiate bankruptcy or similar proceedings. If this occurs, we may not be able to reposition the aircraft with other lessors and it could result in a significant decrease“Part II—Item 1A. Risk Factors,” in our revenue and cash position. In addition, as of March 31, 2020, we had commitments to purchase 399 aircraft from Airbus and Boeing for delivery through 2026, and we had placed approximately 84% 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 a downward pressure on our lease rates or require us to sell aircraft in our fleet sooner than anticipated.

We also expect delivery delays for all aircraft deliveries in our orderbook, including 737 MAX delivery delays after the grounding of such aircraft is lifted. We are currently in discussions with Boeing and Airbus to determine the extent and duration of delivery delays. The delays could result in cancellation of leases for those aircraft.~~We are in discussions with lessees who are considering cancelling a small number of our 737 MAX leases with us.~~If our customers cancel leases for aircraft that have been delayed, we typically have a cancellation right with the aircraft manufacturer that parallels our lessee’s cancellation rights. Given the dynamic nature of the ongoing COVID-19 pandemic, we are not yet able to determine the full impact of the delivery days.

While we currently expect delays in delivery of new aircraft from our orderbook, we will be required to raise additional capital to finance these deliveries and our access to and cost of financing depends on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. As a result of COVID-19, in March and April of 2020, S&P, Fitch and Kroll each changed their outlook on our long-term issuer and senior unsecured debt ratings from “stable” to “negative.” Such change in outlook may ultimately lead to a downgrade in our credit rating.If our credit ratings are downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing will be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt financings will be available in the future to fund our orderbook deliveries, or that such financing will be available on terms consistent with our historical agreements or expectations. Although we have sufficient liquidity to satisfy the operating requirements of our business through the next 12 months, the availability of certain sources is contingent upon our ability to continue to satisfy covenants contained in our debt agreements.

We have also experienced delays and terminations of some planned aircraft sales as a result of business limitations and shutdowns resulting from the pandemic. We also expect that demand for used aircraft will decline in the near-term and that we will sell fewer used aircraft in 2020 and perhaps 2021 than we initially planned to sell.~~This decline in demand for used aircraft may also result in impairment charges to the aircraft in our fleet.~~

As this situation is ongoing and the duration and severity of the COVID-19 pandemic is uncertain at this time, it is difficult to forecast the eventual long-term impacts on our future operating results or financial condition. We expect the COVID-19 pandemic will negatively impact our financial results, including having a larger impact on our results of operations for the second quarter and remainder of this year than has been reflected in our first quarter results for 2020. Depending on the severity and longevity of the COVID-19 pandemic, the related efforts taken to reduce its spread, and the possibility of a resurgence of the COVID-19 pandemic, we could recognize a significant adverse impact to our liquidity position due to lease deferrals and other lease concessions and a significant reduction in aircraft sales. Our earnings could also be adversely impacted by decreased revenue from airlines if airlines are forced to cease operations, decreased market prices for aircraft sales and lower volumes of aircraft sales. The extent to which the coronavirus 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.

The spread of COVID-19 has also caused us to modify our business practices, including transitioning all of our employees to work remotely, restricting employee travel, and cancelling physical participation events and conferences.

~~Table of Contents~~

~~We may take further actions as may be required by government authorities or as we determine are in the best interests of our employees.~~

The COVID-19 pandemic is emerging as one of the largest disruptions to the airline industry in decades. There are no comparable recent events that provide guidance as to the long-term effect the COVID-19 pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. Even after the COVID-19 pandemic has subsided, we may continue to experience negative impacts to our financial results due to COVID-19’s global economic impact, including the availability of credit generally and our ability to obtain capital on favorable terms, adverse impacts on our liquidity, increases in our borrowing costs, decreases in consumer discretionary spending and any recession that has occurred or may occur in the future. Risks related to our ability to obtain capital on favorable terms and increased costs of borrowing are more fully described in our risk factors titled, “Our success depends in large part on our ability to obtain capital on favorable terms to finance our growth through the purchase of aircraft and to repay or refinance our outstanding debt obligations as they mature. If we are not able to obtain capital on terms acceptable to us, or at all, it would significantly impact our ability to compete effectively in the commercial aircraft leasing market and would negatively affect our financial condition, cash flow and results of operations ~~” and “An increase in our borrowing costs would negatively affect our financial condition, cash flow and results of operations” under “Risk Factors - Risks Relating to our Business” in our Annual~~Quarterly Report on Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~December~~March 31, ~~2019.~~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.

~~Table of Contents~~

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

New Lender Supplement, dated March 5, 2020, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, as Borrower, the several lenders from time to time parties thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent

Filed herewith

10.2†

Supplemental Agreement No. 25 to Purchase Agreement No. PA-03791, dated February 28, 2020, by and between Air Lease Corporation and The Boeing Company

Filed herewith

10.3†

Supplemental Agreement No. 15 to Purchase Agreement No. PA-03659, dated February 28, 2020, by and between Air Lease Corporation and The Boeing Company

Filed herewith

10.4†

Amendment No. 13 to A350XWB Family Purchase Agreement, dated February 21, 2020, by and between Air Lease Corporation and Airbus S.A.S.

Filed herewith

10.5

Form of Indemnification Agreement with Company directors and Section 16 officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended), adopted February 13, 2020

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


		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†	Amendment No. 15 to the A350XWB Family Purchase Agreement, dated August 31, 2020, by and between Air Lease Corporation and Airbus S.A.S.				Filed herewith

10.2†	Amendment No. 3 to Agreement, dated August 31, 2020, between Airbus S.A.S. and Air Lease Corporation				Filed herewith

10.3†	Amendment No. 11 to the A330-900 NEO Purchase Agreement, dated August 31, 2020, between Air Lease Corporation and Airbus S.A.S.				Filed herewith

10.4†	Amendment No. 27 to A320 NEO Family Purchase Agreement, dated August 31, 2020, by and between Air Lease Corporation and Airbus S.A.S.				Filed herewith

10.5†	Amendment No. 1 to the A220 Purchase Agreement, dated August 31, 2020, by and between Air Lease Corporation and Airbus Canada Limited Partnership.				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

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

~~Table of Contents~~


		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~~

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 ~~March 31,~~September 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.

§	~~Management contract or compensatory plan or arrangement.~~

~~Table of Contents~~

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

~~May 7,~~November 9, 2020	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)

~~May 7,~~November 9, 2020	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)



	Stock Options Exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	142,953	0.24
$28.80	120,000	1.07
$20.00 - $28.80	262,953	0.62