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



Overview



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



Impact of COVID-19 Pandemic



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



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



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



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

                                       18

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



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



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



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



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

will
be negatively impacted.



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



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

                                       19

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





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



Second Quarter Overview



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



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



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



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



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



Our adjusted net income before income taxes excludes the effects of certain
non-cash items, one-time or non-recurring items, that are not expected to
continue in the future and certain other items. Our adjusted net income before
income taxes for the three months ended June 30, 2020 was $194.2 million or
$1.71 per diluted share, compared to $170.8 million or $1.51 per diluted share
for the three months ended June 30, 2019. The increase in our adjusted net
income before income taxes was primarily due to the continued growth of our
fleet and an increase in our aircraft sales,

                                       20

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



Our Fleet



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




                                            June 30, 2020      December 31, 2019
Aggregate fleet net book value              $ 19.1 billion    $      18.7

billion


Weighted-average fleet age(1)                    3.9 years              3.5

years


Weighted-average remaining lease term(1)         7.0 years              7.2

years

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

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

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

book value.

As of June 30, 2020 and December 31, 2019, we had one and eight aircraft, (2) 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.

As of June 30, 2020, we had options to acquire up to 25 Airbus A220 aircraft. (3) As of December 31, 2019, we had options to acquire up to 45 Boeing 737-8 MAX


    aircraft, that have since expired without being exercised, and up to 25
    Airbus A220 aircraft.




The following table sets forth the net book value and percentage of the net book
value of our flight equipment subject to operating lease in the indicated
regions based on each airline's principal place of business as of June 30, 2020
and December 31, 2019 (in thousands, except percentages):




                                                   June 30, 2020               December 31, 2019
                                               Net Book                      Net Book
Region                                          Value        % of Total       Value        % of Total
Europe                                       $  5,748,878          30.1 %  $  5,438,775          29.0 %
Asia (excluding China)                          5,242,239          27.4 %     4,985,525          26.7 %
China                                           2,824,687          14.8 %     2,930,752          15.7 %
The Middle East and Africa                      2,285,462          12.0 %     2,242,215          12.0 %

Central America, South America and Mexico       1,095,786           5.7 %     1,116,814           6.0 %
Pacific, Australia and New Zealand                975,190           5.1 %  

    993,858           5.3 %
U.S. and Canada                                   935,831           4.9 %       996,398           5.3 %
Total                                        $ 19,108,073         100.0 %  $ 18,704,337         100.0 %




                                       21

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






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



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






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

In addition to our commitments, as of June 30, 2020, we had options to (1) acquire up to 25 Airbus A220 aircraft. If exercised, deliveries of these

aircraft are scheduled to commence in 2023 and continue through 2028.

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


    extra long-range variants.




Aircraft Delivery Delays



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

the
commitment table.

                                       22



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



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



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



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




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



Aircraft Industry and Sources of Revenues





Our revenues are principally derived from operating leases with scheduled and
charter airlines throughout the world. As of June 30, 2020, we have a globally
diversified customer base comprised of 106 airlines in 61 different countries,
with over 95% of our business revenues from airlines domiciled outside of the
U.S., and we anticipate that most of our revenues in the future will be
generated from foreign customers.



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

                                       23



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



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



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



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



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

the
COVID-19 pandemic.



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



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



                                       24

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



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



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



Liquidity and Capital Resources





Overview



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



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

as of
December 31, 2019.



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

                                       25

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





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



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



As of June 30, 2020, we were in compliance in all material respects with the
covenants contained in our debt agreements. A ratings downgrade will not result
in a default under any of our debt agreements, but it could adversely affect our
ability to issue debt and obtain new financings, or renew existing financings,
and it would increase the costs of certain financings. Our liquidity plans are
subject to a number of risks and uncertainties, including those described in our
Annual Report on Form 10-K for the year ended December 31, 2019, and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.



Debt


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




                                                           June 30, 2020      December 31, 2019
Unsecured
Senior notes                                              $    13,509,411    $        12,357,811
Term financings                                                   972,625                883,050
Revolving credit facility                                               -                 20,000

Total unsecured debt financing                                 14,482,036  

          13,260,861
Secured
Term financings                                                   298,552                428,824
Export credit financing                                            28,283                 31,610
Total secured debt financing                                      326,835                460,434

Total debt financing                                           14,808,871             13,721,295

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


(1) This rate does not include the effect of upfront fees, facility fees, undrawn


    fees or amortization of debt discounts and issuance costs.




                                       26

Senior unsecured notes (including Medium-Term Note Program)

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





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



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



Unsecured revolving credit facility

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





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



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



Secured debt financing



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



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



Preferred equity



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

on
June 15, 2024.

                                       27



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



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



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


Potential Impact of LIBOR Transition





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



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



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



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

                                       28

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:






                                                             Corporate                 Date of Last
Rating Agency                              Long-term Debt     Rating      Outlook     Ratings Action
Kroll Bond Ratings                               A-             A-        Negative    March 26, 2020
Standard and Poor's                             BBB             BBB       Negative    April 10, 2020
Fitch Ratings                                   BBB             BBB       Negative      July 9, 2020




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

our
financings.



Results of Operations



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




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

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

124,034 $ 277,088 $ 262,128



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

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


                                       29

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 (1) adjusted net income before income taxes divided by average common

shareholders' equity) are measures of operating performance that are not

defined by GAAP and should not be considered as an alternative to net income

available to common stockholders, pre-tax profit margin, earnings per share,

diluted earnings per share and pre-tax return on common equity, or any other

performance measures derived in accordance with GAAP. Adjusted net income

before income taxes, adjusted pre-tax profit margin, adjusted diluted

earnings per share before income taxes and adjusted pre-tax return on common

equity are presented as supplemental disclosure because management believes

they provide useful information on our earnings from ongoing operations.


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



The following tables show the reconciliation of net income available to common
stockholders to adjusted net income before income taxes and adjusted pre-tax
profit margin (in thousands, except percentages):




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

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

36.5 % 38.2 %

(1) Adjusted pre-tax profit margin is adjusted net income before income taxes


    divided by total revenues




                                       30

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






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

                                                               (unaudited)

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




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




                                                                Trailing Twelve Months June 30,
                                                                   2020                 2019

                                                                          (unaudited)

Reconciliation of net income available to common stockholders to adjusted pre-tax return on common equity: Net income available to common stockholders

$        590,123     $        547,101
Amortization of debt discounts and issuance costs                      40,200               33,926
Stock-based compensation                                               19,029               19,198
Provision for income taxes                                            150,309              135,518
Adjusted net income before income taxes                      $        

799,661 $ 735,743



Common shareholders' equity as of beginning of the period    $      5,049,884     $      4,337,842
Common shareholders' equity as of end of the period          $      5,619,801     $      5,049,884
Average common  shareholders' equity                         $      

5,334,843 $ 4,693,863



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



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





Rental revenue



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



Aircraft sales, trading and other revenue





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

                                       31

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



Interest expense



Interest expense totaled $112.9 million for the three months ended June 30, 2020
compared to $105.5 million for the three months ended June 30, 2019. The
increase was primarily due to an increase in our aggregate debt balance
partially offset by a decrease in our composite interest rate. We expect that
our interest expense will increase as our average debt balance outstanding
continues to increase. Interest expense will also be impacted by changes in

our
composite cost of funds.



Depreciation expense



We recorded $194.0 million in depreciation expense of flight equipment for the
three months ended June 30, 2020 compared to $171.7 million for the three months
ended June 30, 2019. The increase in depreciation expense for the three months
ended June 30, 2020, compared to the three months ended June 30, 2019, is
primarily attributable to the acquisition of additional aircraft in our
operating fleet during the last twelve months.



Selling, general and administrative expenses





We recorded selling, general and administrative expenses of $26.6 million for
the three months ended June 30, 2020 compared to $27.8 million for the three
months ended June 30, 2019. Selling, general and administrative expense as a
percentage of total revenue decreased to 5.1% for the three months ended June
30, 2020 compared to 5.9% for the three months ended June 30, 2019. As we
continue to add new aircraft to our portfolio, we expect over the long-term,
selling, general and administrative expense to decrease as a percentage of

our
revenue.



Taxes



The effective tax rate was 19.7% and 20.1% for the three months ended June 30,
2020 and 2019, respectively. Changes in the tax rate were primarily driven by
variances in permanent items.



Net income available to common stockholders





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



Adjusted net income before income taxes





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



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



                                       32

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





Rental revenue



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



Aircraft sales, trading and other revenue


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



Interest expense



Interest expense totaled $231.0 million for the six months ended June 30, 2020
compared to $203.3 million for the six months ended June 30, 2019. The increase
was primarily due to an increase in our aggregate debt balance, partially offset
by the decrease in our composite interest rate. We expect that our interest
expense will increase as our average debt balance outstanding continues to
increase. Interest expense will also be impacted by changes in our composite
cost of funds.



Depreciation expense



We recorded $382.9 million in depreciation expense of flight equipment for the
six months ended June 30, 2020 compared to $331.2 million for the six months
ended June 30, 2019. The increase in depreciation expense for the six months
ended June 30, 2020, compared to the six months ended June 30, 2019, is
primarily attributable to the acquisition of additional aircraft during the

last
twelve months.


Selling, general and administrative expenses





We recorded selling, general and administrative expenses of $54.9 million for
the six months ended June 30, 2020 compared to $57.5 million for the six months
ended June 30, 2019. Selling, general and administrative expense as a percentage
of total revenue decreased to 5.3% for the six months ended June 30, 2020
compared to 6.1% for the six months ended June 30, 2019. As we continue to add
new aircraft to our portfolio, we expect over the long-term, selling, general
and administrative expense to decrease as a percentage of our revenue.



Taxes



The effective tax rate was 19.9% and 20.6% for the six months ended June 30,
2020 and 2019, respectively. Changes in the tax rate were primarily driven by
variances in permanent items.



Net income available to common stockholders


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



                                       33

Adjusted net income before income taxes





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



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.



Contractual Obligations



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




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

$ 6,296,048 $ 9,135,499 $ 43,141,055




(1)Future interest payments on floating rate debt are estimated using floating
rates in effect at June 30, 2020.
(2)Purchase commitments reflect our estimate of future Boeing and Airbus
aircraft deliveries based on information currently available to us. The actual
delivery dates of such aircraft and expected time for payment of such aircraft
may differ from our estimates and could be further impacted by ongoing COVID-19
pandemic and the length of the 737 MAX grounding and the pace at which Boeing
can deliver aircraft following the lifting of the 737 MAX grounding, among other
factors. Purchase commitments include only the costs of aircraft in our
committed order book and do not include costs of aircraft that we have the
option to purchase or have the right to purchase through memorandums of
understanding or letters of intent.



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

Off-Balance Sheet Arrangements





We have not established any unconsolidated entities for the purpose of
facilitating off-balance sheet arrangements or for other contractually narrow or
limited purposes. We have, however, from time to time established subsidiaries
and created partnership arrangements or trusts for the purpose of leasing
aircraft or facilitating borrowing arrangements, all of which are consolidated.



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

accounting.



Critical Accounting Policies



Our critical accounting policies reflecting management's estimates and judgments
are described in our Annual Report on Form 10-K for the year ended December 31,
2019. We have reviewed recently adopted accounting pronouncements and determined
that the adoption of such pronouncements is not expected to have a material
impact, if

                                       34

any, on our Consolidated Financial Statements. Accordingly, there have been no
material changes to critical accounting policies in the six months ended June
30, 2020.

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