REG - Air Lease Corp Sukuk - Annual Financial Report
13/02/2026 18:30
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RNS Number : 0260T Air Lease Corporation Sukuk Ltd. 13 February 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2025
☐ 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 (I.R.S. Employer
incorporation or organization) 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
3.700% Medium-Term Notes, Series A, due April 15, 2030 AL30 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No ☒
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 the 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 has filed a report on and
attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by
check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period
pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The aggregate market value of registrant's Class A common stock held by
non-affiliates was approximately $6.1 billion on June 30, 2025, based upon
the last reported sales price on the New York Stock Exchange. As of
February 10, 2026, there were 112,035,408 shares of Class A common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Proxy Statement relating to registrant's 2026
Annual Meeting of Shareholders (or if not Proxy Statement is filed, an
amendment to this Report), which will be filed with the Securities and
Exchange Commission within 120 days after the end of the 2025 fiscal year, are
incorporated by reference into Part III of this Report.
Form 10-K
For the Year Ended December 31, 2025
INDEX
TABLE OF CONTENTS
Page
PART I.
Item 1. Business (#Section5) 5
Item 1A. Risk Factors (#Section6) 16
Item 1B. Unresolved Staff Comments (#Section7) 34
Item 1C. Cybersecurity (#Section8) 35
Item 2. Properties (#Section9) 35
Item 3. Legal Proceedings (#Section10) 37
Item 4. Mine Safety Disclosures (#Section11) 38
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer 39
Purchases of (#Section13)
Equity Securities (#Section13)
Item 6. RESERVED (#Section14) 40
Item 7. Management's Discussion and Analysis of Financial Condition and Results of 41
Operations (#Section15)
Item 7A. Quantitative and Qualitative Disclosures About Market Risk (#Section21) 65
Item 8. Financial Statements and Supplementary Data (#Section22) 67
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial 101
Disclosure (#Section49)
Item 9A. Controls and Procedures (#Section50) 101
Item 9B. Other Information (#Section51) 101
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 101
(#Section52)
PART III
Item 10. Directors, Executive Officers and Corporate Governance (#Section54) 102
Item 11. Executive Compensation (#Section55) 102
Item 12. Security Ownership of Certain Beneficial Owners and Management Related 102
Stockholder Matters (#Section56)
Item 13. Certain Relationships and Related Transactions, and Director Independence 103
(#Section57)
Item 14. Principal Accounting Fees and Services (#Section58) 103
PART IV
Item 15. Exhibits, Financial Statement Schedules (#Section59) 103
Item 16. Form 10-K Summary (#Section61) 121
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K and other publicly available documents may
contain or incorporate statements that constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Those statements appear in a number of places in this Form 10-K and include
statements regarding, among other matters, the proposed acquisition (the
"Merger") of Air Lease Corporation pursuant to the Agreement and Plan of
Merger, dated September 1, 2025, including any statements regarding the
expected closing of the Merger, the ability to complete the Merger, and the
expected benefits of the proposed Merger, the state of the airline industry,
our ability to access the capital and debt markets (including any restrictions
imposed by the proposed Merger), aircraft and engine delivery delays and
manufacturing flaws, our aircraft sales pipeline and expectations, changes in
inflation and interest rates and other macroeconomic conditions and other
factors affecting our financial condition or results of operations. Words such
as "can," "could," "may," "predicts," "potential," "will," "projects,"
"continuing," "ongoing," "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and "should," and variations of these words
and similar expressions, are used in many cases to identify these
forward-looking statements. Any such forward-looking statements are not
guarantees of future performance and involve risks, uncertainties, and other
factors that may cause our actual results, performance or achievements, or
industry results to vary materially from our future results, performance or
achievements, or those of our industry, expressed or implied in such
forward-looking statements. Such factors include, among others:
• the inability to complete the Merger because of the failure to
receive, on a timely basis or subject to conditions that are not anticipated,
the required approvals by governmental or regulatory agencies in connection
with the transactions contemplated by the merger agreement;
• the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement;
• the risk that the pendency and uncertainty of the Merger
disrupts our business and current plans and operations, and potential
difficulties in employee retention as a result;
• the effect of the announcement of the Merger on our business
relationships, operating results and business generally;
• the restrictions or prohibitions under certain covenants in the
merger agreement during the pendency of the Merger that may impact our ability
to pursue certain business opportunities;
• the risk that our Class A common stock price may decline if the
Merger is not consummated;
• the risk that the Merger may involve unexpected costs,
liabilities or delays, or the amount of costs, fees, expenses and charges
relating to the Merger may be significant;
• our inability to obtain additional capital on favorable terms,
or at all, to acquire aircraft from our orderbook, service our debt
obligations and refinance maturing debt obligations, including as a result of
the restrictions under the merger agreement on our ability to incur additional
debt, which may negatively impact our liquidity and ability to maintain our
investment grade credit ratings;
• increases in our cost of borrowing, decreases in our credit
ratings or changes in interest rates;
• our inability to generate sufficient returns on our aircraft
investments through strategic aircraft acquisitions and profitable leasing;
• the failure of an aircraft or engine manufacturer to meet its
contractual obligations to us, including or as a result of labor strikes,
aviation supply chain constraints, manufacturing flaws, or technical or other
difficulties with aircraft or engines before or after delivery;
• obsolescence of, or changes in overall demand for, our aircraft;
• changes in the value of, and lease rates for, our aircraft,
including as a result of aircraft oversupply, manufacturer production levels,
our lessees' failure to maintain our aircraft, inflation, and other factors
outside of our control;
• impaired financial condition and liquidity of our lessees,
including due to lessee defaults and reorganizations, bankruptcies or similar
proceedings;
• increased competition from other aircraft lessors;
• the failure by our lessees to adequately insure our aircraft or
fulfill their contractual indemnity obligations to us, or the failure of such
insurers to fulfill their contractual obligations;
• increased tariffs and other restrictions on trade;
• changes in the regulatory environment, including changes in tax
laws and environmental regulations;
• other events affecting our business or the business of our
lessees and aircraft manufacturers or their suppliers that are beyond our or
their control, such as the threat or realization of epidemic diseases, natural
disasters, terrorist attacks, war or armed hostilities between countries or
non-state actors; and
• any additional factors discussed under "Part I - Item 1A. Risk
Factors" in this Annual Report on Form 10-K for the year ended December 31,
2025, and other Securities and Exchange Commission ("SEC") filings, including
future SEC filings.
All forward-looking statements are necessarily only estimates of future
results, and there can be no assurance that actual results will not differ
materially from expectations. You are therefore cautioned not to place undue
reliance on such statements. Any forward-looking statement speaks only as of
the date on which it is made, and we do not intend and undertake no obligation
to update any forward-looking information to reflect actual results or events
or circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events.
PART I
ITEM 1. BUSINESS
Overview
Air Lease Corporation (the "Company", "AL", "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 the
most modern, fuel-efficient new technology commercial jet aircraft directly
from aircraft manufacturers, such as Airbus S.A.S. ("Airbus") and The Boeing
Company ("Boeing"), 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 fleet 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 fleet, the terms of our leases, the interest
rates on our debt, and the aggregate amount of our indebtedness, supplemented
by gains from aircraft sales and our management fees.
We currently have relationships with over 200 airlines across 70 countries. We
operate our business on a global basis, providing aircraft to airline
customers in every major geographical region, including markets such as Asia
Pacific, Europe, the Middle East and Africa, Central America, South America
and Mexico, and the U.S. and Canada. In markets such as the United States and
Western Europe, our strategy is to focus on the replacement market as many
airlines look to replace aging aircraft with new, modern technology, fuel
efficient jet aircraft. In less saturated markets, including parts of Asia, in
addition to the replacement market, we serve customers expanding their fleets.
Many of these less saturated markets are experiencing increased demand for
passenger airline travel. We expect that these less saturated markets will
also present significant replacement opportunities in upcoming years as many
airlines look to replace aging aircraft with new, modern technology, fuel
efficient jet aircraft. An important focus of our strategy is meeting the
needs of this replacement market. Airlines in some of these less saturated
markets have fewer financing alternatives, enabling us to command higher lease
rates compared to those in more mature markets.
We mitigate the risks of owning and leasing aircraft through careful
management and diversification of our leases and lessees by geography, lease
term, and aircraft age and type. We believe that diversification of our fleet
reduces the risks associated with individual lessee defaults and adverse
geopolitical and regional economic events. We mitigate the risks associated
with cyclical variations in the airline industry by managing customer
concentrations and lease maturities in our fleet to minimize periods of
concentrated lease expirations. In order to maximize residual values and
minimize the risk of obsolescence, our strategy is to own an aircraft during
the first third of its expected 25-year useful life.
During the year ended December 31, 2025, we purchased 49 new aircraft from
Airbus and Boeing, and sold 48 aircraft. We ended the year with a total of 490
aircraft in our owned fleet. The net book value of our fleet 1 (#_ftn1) grew
by 3.1% to $29.1 billion as of December 31, 2025 compared to $28.2 billion as
of December 31, 2024. The weighted average age of our fleet was 4.9 years and
the weighted average lease term remaining was 7.2 years as of December 31,
2025. Our managed fleet was comprised of 45 aircraft as of December 31, 2025
compared to 60 aircraft as of December 31, 2024. We have a globally
diversified customer base comprised of 102 airlines in 53 countries as of
December 31, 2025. We continued to maintain a strong lease utilization rate
of 100% for the year ended December 31, 2025.
As of December 31, 2025, we had commitments to purchase 218 aircraft from
Airbus and Boeing for delivery through 2031, with an estimated aggregate
commitment of $12.6 billion. We have placed 99% and 82% of our orderbook on
long-term leases for aircraft delivering through the end of 2027 and 2028,
respectively, and have placed approximately 64% of our entire orderbook
through 2031. We ended 2025 with $28.9 billion in committed minimum future
rental payments, consisting of $19.6 billion in contracted minimum rental
payments on the aircraft in our existing fleet and $9.3 billion in minimum
future rental payments related to aircraft which will deliver from 2026
through 2031. See the section entitled "Proposed Merger" below for more
information on the Orderbook Transfer (as defined in the Merger Agreement) and
its impact on future rental payments for aircraft that deliver after the
effective time of the Merger (as defined below).
Our total revenues for the year ended December 31, 2025 increased by 10.3% to
$3.0 billion as compared to 2024. The increase is primarily due to the
continued growth in our fleet by net book value, an increase in our portfolio
lease yield as well as an increase in our aircraft sales activity. During the
year ended December 31, 2025, we recognized $244.4 million in gains from the
sale of 48 aircraft, compared to $169.7 million in gains from the sale of 39
aircraft for the year ended December 31, 2024.
We finance the purchase of aircraft and our business with our available cash
balances and internally generated funds, which includes cash flows from our
leases, as well as aircraft sales and debt financing activities. Our long-term
debt financing strategy is focused on raising primarily unsecured debt in the
global bank and investment grade capital markets, with limited utilization of
government guaranteed export credit or other forms of secured financing,
however, pursuant to the Merger Agreement (as defined below), from September
1, 2025 to May 1, 2026, we are restricted from incurring additional
indebtedness, other than borrowings under our existing revolving credit
facilities and our commercial paper program without Parent's (as defined
below) prior written consent (which shall not be unreasonably withheld,
conditioned or delayed). We ended 2025 with available liquidity of
$7.5 billion, which was comprised of unrestricted cash of $466.4 million and
approximately $7.0 billion in undrawn balances under our committed unsecured
revolving credit facility, net of $1.4 billion in commercial paper
borrowings. As of December 31, 2025, we had total debt outstanding of $19.9
billion, of which 76.8% was at a fixed rate and 97.5% was unsecured, and in
the aggregate, our composite cost of funds was 4.15%.
During the year ended December 31, 2025, our net income attributable to common
stockholders was $1.0 billion, or $9.29 per diluted share, as compared to
$372.1 million, or $3.33 per diluted share, for the year ended December 31,
2024. The increase from the prior year period is primarily due to a net
benefit of $736.4 million from the settlement of insurance claims with certain
insurers related to aircraft detained in Russia and higher revenues, as
discussed above, partially offset by an increase in depreciation expense due
to the growth of our fleet, an increase in interest expense due to higher
average cost of funds throughout the year, $18.8 million in compensation
expense related to the retirement of our Chairman from his executive role,
$18.5 million in costs associated with the merger, and $9.5 million in legal
costs associated with litigation involving our Russian fleet. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" for more information on our financial results for the year ended
December 31, 2025.
Adjusted net income before income taxes 2 (#_ftn2) during the year ended
December 31, 2025 was $718.4 million or $6.40 per adjusted diluted share, as
compared to $574.2 million, or $5.13 per adjusted diluted share, for the year
ended December 31, 2024. Adjusted net income before income taxes increased
primarily due to higher total revenues, partially offset by increases in
depreciation expense and interest expense, as discussed above.
Proposed Merger
On September 1, 2025, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement"), with Sumisho Air Lease Corporation Designated
Activity Company (formerly known as Gladiatora Designated Activity Company),
an Irish private limited company ("Parent") and Takeoff Merger Sub Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, among other things and subject to the
conditions contained in the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company surviving as an indirect wholly owned
subsidiary of Parent (the "Merger"). Parent is a new holding company owned by
Sumitomo Corporation, a Japanese corporation, SMBC Aviation Capital Limited, a
company incorporated with limited liability in Ireland ("SMBC AC"), affiliates
of Apollo Capital Management, L.P. and affiliates of Brookfield Asset
Management Ltd.
Pursuant to the Merger Agreement, subject to the conditions set forth therein,
at the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of Class A common stock of the Company (the "Common Stock")
(other than (i) any Dissenting Shares (as defined in the Merger Agreement) and
(ii) shares to be canceled or converted into shares of the surviving company
pursuant to the Merger Agreement), will be converted into the right to receive
$65.00 in cash, without interest. Pursuant to the Merger Agreement, at the
Effective Time, each share of 4.65% Fixed-Rate Reset Non-Cumulative Perpetual
Preferred Stock, Series B ("Series B Preferred Stock"), 4.125% Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series C ("Series C Preferred
Stock") and 6.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series D ("Series D Preferred Stock") of the Company issued and outstanding
immediately prior to the Effective Time will remain outstanding and will be
deemed to be a share of preferred stock of the surviving corporation with the
same rights, powers, privileges and voting powers, and restrictions and
limitations thereof applicable to such series of preferred stock. On December
18, 2025, the Company's Class A common stockholders approved and adopted the
Merger Agreement at a special meeting of stockholders. The Merger Agreement
also requires the Company to enter into required documentation in order to
novate or otherwise transfer, effective immediately after the Effective Time,
the OEM Contracts (as defined in the Merger Agreement) comprising the
Company's orderbook to SMBC AC. As a result, leases related to aircraft that
deliver from the Company's orderbook after the Effective Time, including any
contracted future minimum rental payments, are also expected to be transferred
to SMBC AC.
The Company currently anticipates that the Merger will close in the first half
of calendar year 2026, subject to the satisfaction or waiver of the customary
closing conditions. The Company currently operates, and until completion of
the Merger will continue to operate, independently of Parent. See Note 18 of
Notes to Consolidated Financial Statements included in Part II, Item 8 of this
Annual Report on Form 10-K and Item 1.01 of the Company's Current Report on
Form 8-K filed with the SEC on September 2, 2025 for additional information
regarding the proposed Merger.
Aircraft Industry
While recent tariff announcements have resulted in some volatility for the
global aviation business, we believe the overall airline operating environment
remains favorable for us and the broader commercial aircraft leasing industry.
Factors such as increases in population growth and the size of the global
middle class as well as air travel demand, and improved global economic health
and development positively affect the long-term performance of the commercial
aircraft leasing industry. In addition, factors and trends including increased
airline financing needs, Original Equipment Manufacturer ("OEM") supply chain
challenges and backlogs and environmental sustainability objectives impact the
commercial aircraft leasing industry in the short-term and may increase the
demand for our aircraft.
Passenger traffic volume has historically expanded at a faster rate than
global gross domestic product ("GDP") growth, in part due to the expansion of
the global middle class and the ease and affordability of air travel, which we
expect to continue. The International Air Transport Association ("IATA")
reported that 2025 passenger traffic was up 5.3% relative to the prior year,
primarily due to continued strength in international traffic, offsetting more
modest expansion of domestic traffic globally. International traffic rose 7.1%
in 2025 as compared to the prior year, benefiting from robust continued
international travel expansion in the Asia Pacific region, as well as strong
expansion in most other major international markets reported by IATA. Global
domestic traffic rose 2.4% during 2025 as compared to the prior year, with
strength in most markets outside of the U.S. domestic market. Meanwhile,
passenger load factors are persisting at historically high levels with IATA
reporting total global passenger load factors of 84% for 2025, continuing to
support airline demand for additional aircraft.
As global air traffic continues to expand and aircraft production volumes
remain constrained, we are experiencing strong demand for our aircraft through
new lease requests and lease extension requests, which we expect to continue
throughout 2026. The number of scheduled flights globally has continued to
expand in recent months relative to 2024, suggesting continued consistent
passenger volume support. While further impact from tariffs or global
macroeconomic conditions could have incremental negative impact on traffic
expectations, we continue to expect the need for airlines to replace aging
aircraft will support demand for newer, more fuel efficient aircraft. As a
result, we believe many airlines will look to lessors to fulfill these needs.
In addition, both Airbus and Boeing have experienced delivery delays which
have been further compounded by engine manufacturer delays, shorter on-wing
engine time of most new technology engines and ongoing supply chain
challenges. We expect deliveries of our 737 MAX aircraft will continue to be
impacted by the FAA's involvement in Boeing's production rates. We also expect
that relatively low levels of widebody retirements in recent years could lead
to an accelerated replacement cycle of older widebody aircraft in the future.
The strong demand for our aircraft, combined with elevated interest rates and
inflation, helped to increase lease rates on new lease agreements and lease
extensions during the year ended December 31, 2025. We expect that lease
rates will remain strong as the supply and demand environment for commercial
aircraft remains tight and our funding advantage relative to our airline
customers widens. Lease rates are influenced by several factors above and
beyond interest rates, including aircraft demand, supply technicals, supply
chain disruptions, environmental initiatives and other factors that may result
in a change in lease rates regardless of the interest rate environment and
therefore, are difficult to project or forecast. Based on our views of the
market and assumptions around our sales activity and interest rate
environment, we expect to see a moderately-sized upward trajectory in lease
yield through 2029, subject, however, to the uncertain impact that the trade
policies and related tariff rates may have on demand for aircraft. We also
believe the increase in lease rates and the sustained tightness in the credit
markets may result in a shortfall of available capital to finance aircraft
purchases, which could increase the demand for leasing.
Airline reorganizations, liquidations, or other forms of bankruptcies
occurring in the industry have in the past and may in the future include some
of our aircraft customers. Such events have resulted and may in the future
result in the early return of aircraft or changes in our lease terms. Our
airline customers are facing higher operating costs as a result of
persistently elevated interest rates, inflation, tariffs, foreign currency
risk, volatility in fuel costs, ongoing labor shortages and disputes, as well
as delays and cancellations caused by the global air traffic control system
and airports, although strong air traffic demand has provided a counterbalance
to these increased costs.
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. We believe leasing will continue to be
an attractive form of aircraft financing for airlines because less cash and
financing is required for the airlines, lessors maintain key delivery
positions, and it provides fleet flexibility while eliminating residual value
risk for lessees.
Operations to Date
Current Fleet
The net book value of our fleet increased by 3.1% to $29.1 billion as of
December 31, 2025 compared to $28.2 billion as of December 31, 2024. As of
December 31, 2025, we owned 490 aircraft in our aircraft portfolio, comprised
of 352 narrowbody aircraft and 138 widebody aircraft. As of December 31,
2025, the weighted average fleet age and weighted average remaining lease term
of our fleet was 4.9 years and 7.2 years, respectively. We had a managed fleet
of 45 aircraft as of December 31, 2025 compared to 60 as of December 31,
2024.
Geographic Diversification
Over 95% of our aircraft are operated internationally. The following table
sets forth the dollar amount and percentage of our Rental of flight equipment
revenues attributable to the respective geographical regions based on each
airline's principal place of business:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Region Amount of Rental Revenue % of Total Amount of Rental Revenue % of Total Amount of Rental Revenue % of Total
(in thousands, except percentages)
Europe $ 1,038,463 38.7 % $ 944,637 38.0 % $ 769,407 31.1 %
Asia Pacific 1,029,664 38.3 % 1,004,202 40.4 % 1,156,837 46.7 %
The Middle East and Africa 240,329 9.0 % 206,846 8.3 % 262,554 10.6 %
Central America, South America and Mexico 223,273 8.3 % 189,919 7.6 % 156,275 6.3 %
U.S. and Canada 152,790 5.7 % 142,351 5.7 % 132,534 5.3 %
Total $ 2,684,519 100.0 % $ 2,487,955 100.0 % $ 2,477,607 100.0 %
For the years ended December 31, 2025 and 2024, no individual country
represented at least 10% of our rental revenue based on each airline's
principal place of business; however, for the year ended December 31, 2023,
China was the only individual country that represented at least 10% of our
rental revenue based on each airline's principal place of business with rental
revenues of $330.8 million.
For the years ended December 31, 2025, 2024, and 2023, no individual airline
contributed more than 10% to our rental revenue.
The following table sets forth the regional concentration based on each
airline's principal place of business of our flight equipment subject to
operating lease based on net book value as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Region Net Book % of Total Net Book % of Total
Value Value
(in thousands, except percentages)
Europe $ 11,356,104 39.1 % $ 11,653,668 41.4 %
Asia Pacific 10,602,176 36.5 % 10,077,621 35.8 %
Central America, South America, and Mexico 3,114,662 10.7 % 2,685,098 9.5 %
The Middle East and Africa 2,254,646 7.8 % 1,971,448 7.0 %
U.S. and Canada 1,726,042 5.9 % 1,782,631 6.3 %
Total $ 29,053,630 100.0 % $ 28,170,466 100.0 %
The following table sets forth our top five lessees by net book value as of
December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Lessee % of Total Lessee % of Total
Virgin Atlantic 6.1 % Virgin Atlantic 6.5 %
Korean Air 6.0 % Air France-KLM Group 6.2 %
Air France-KLM Group 5.9 % ITA 5.6 %
Aeromexico 5.5 % Vietnam 4.6 %
ITA 5.2 % Aeromexico 4.4 %
At December 31, 2025 and 2024, we owned and managed leased aircraft to
customers in the following regions based on each airline's principal place of
business:
December 31, 2025 December 31, 2024
Region Number of Customers((1)) % of Total Number of Customers((1)) % of Total
Europe 45 44.1 % 51 44.0 %
Asia Pacific 26 25.5 % 32 27.6 %
The Middle East and Africa 13 12.7 % 14 12.1 %
U.S. and Canada 10 9.8 % 11 9.5 %
Central America, South America and Mexico 8 7.9 % 8 6.8 %
Total 102 100.0 % 116 100.0 %
(1) A customer is an airline with its own operating certificate.
Our customer base is highly diversified, with an average customer
concentration of approximately 1.1% of our fleet net book value as of
December 31, 2025. We also have a globally diversified customer base with an
average country concentration of approximately 2.0% of our fleet net book
value as of December 31, 2025.
Aircraft Acquisition Strategy
We seek to acquire the most highly in demand and widely distributed, modern
technology, fuel efficient and lowest emissions narrowbody and widebody
commercial jet aircraft, with a primary focus on passenger aircraft. Our
strategy is to order new aircraft directly from the manufacturers. When
placing new aircraft orders with the manufacturers, we strategically target
the replacement of aging aircraft with modern technology aircraft.
Additionally, we look to supplement our order pipeline with opportunistic
purchases of aircraft in the secondary market and participate in
sale-leaseback transactions with airlines.
Prior to ordering aircraft, we evaluate the market for specific types of
aircraft. We consider the overall demand for the aircraft type in the
marketplace based on our deep knowledge of the aviation industry and our
customer relationships. It is important to assess the airplane's economic
viability, the operating performance characteristics, engine variant options,
intended utilization by our customers, and which aircraft types it will
replace or compete with in the global market. Additionally, we study the
effects of global airline passenger traffic growth in order to determine the
likely demand for our new aircraft upon delivery.
For new aircraft deliveries, we source many components separately, which
include seats, safety equipment, avionics, galleys, cabin finishes, engines,
and other equipment. Oftentimes, we are able to achieve lower pricing through
direct bulk purchase contracts with the component manufacturers than would be
achievable if we relied on the airframe manufacturers to source the components
for the aircraft themselves. Airframe manufacturers such as Airbus and Boeing
install these buyer furnished equipment in our aircraft during the final
assembly process at their facilities. With this purchasing strategy, we are
able to both meet specific customer configuration requirements and lower our
total acquisition cost of the aircraft.
We are subject to certain restrictions on our business activities pursuant to
the Merger Agreement, including our ability to place new orders for aircraft.
See "Part I-Item 1A. Risk Factors-Risks Relating to the Merger" for more
information.
Aircraft Leasing Strategy
The airline industry is complex and constantly evolving due to changes in the
competitive landscape and passenger traffic patterns. Fleet flexibility is key
to the airlines' ability to effectively operate and compete in their
respective markets. Operating leases offer airlines significant fleet
flexibility by allowing them to adapt and manage their fleets through varying
market conditions without bearing the full financial risk associated with
these capital-intensive assets that have an expected useful life of 25 years.
We work closely with our airline customers throughout the world to help
optimize their long-term aircraft fleet strategies. We may also, from time to
time, work with our airline customers to assist them in obtaining financing
for aircraft.
We work to mitigate the risks associated with owning and leasing aircraft and
cyclical variations in the airline industry through careful management of our
fleet, including managing customer concentrations by geography and region,
entering into long-term leases, staggering lease maturities, balancing
aircraft type exposures, and maintaining a young fleet age. We believe that
diversification of our fleet reduces the risks associated with individual
customer defaults and the impact of adverse geopolitical and regional economic
events. In order to maximize residual values and minimize the risk of
obsolescence, our strategy is generally to own an aircraft for approximately
the first third of its expected 25-year useful life.
Our management team identifies prospective airline customers based upon
industry knowledge and long-standing relationships. Prior to leasing an
aircraft, we evaluate the competitive positioning of the airline, the strength
and quality of the management team, and the financial performance of the
airline. Our management team obtains and reviews relevant business materials
from all prospective customers before entering into a lease agreement. Under
certain circumstances, the customer may be required to obtain guarantees or
other financial support from a sovereign entity or a financial institution. We
work closely with our existing customers and potential lessees to develop
customized lease structures that address their specific needs. We typically
enter into a lease agreement 18 to 36 months in advance of the delivery of a
new aircraft from our orderbook. Once the aircraft has been delivered and
operated by the airline, we look to remarket the aircraft and sign a follow-on
lease six to 12 months ahead of the scheduled expiry of the initial lease
term.
Our leases are typically structured as operating leases with fixed rates and
terms and typically require cash security deposits and maintenance reserve
payments. In addition, our leases are all structured as triple net leases,
whereby the lessee is responsible for all operating costs, including taxes,
insurance and maintenance and also contain provisions that require payment
whether or not the aircraft is operated, irrespective of the circumstances.
Substantially all of our leases require payments to be made in U.S. dollars.
In addition, our leases require the lessee to be responsible for compliance
with applicable laws and regulations with respect to the aircraft. We require
our lessees to comply with the standards of either the U.S. Federal Aviation
Administration ("FAA") or its equivalent in foreign jurisdictions. As a
function of these laws and the provisions in our lease contracts, the lessees
are responsible for performing all maintenance of the aircraft and returning
the aircraft and its components in a specified return condition. Generally, we
receive a cash deposit and maintenance reserves as security for the lessee's
performance of its obligations under the lease and the condition of the
aircraft upon return. In addition, most leases contain extensive provisions
regarding our remedies and rights in the event of a default by a lessee. The
lessee generally is required to continue to make lease payments under all
circumstances, including periods during which the aircraft is not in operation
due to maintenance or grounding.
Some foreign countries have currency and exchange laws regulating the
international transfer of currencies. When necessary, we may require, as a
condition to any foreign transaction, that the lessee or purchaser in a
foreign country obtain the necessary approvals of the appropriate government
agency, finance ministry, or central bank for the remittance of all funds
contractually owed in U.S. dollars. We attempt to minimize our currency and
exchange risks by negotiating the designated payment currency in our leases to
be U.S. dollars. To meet the needs of certain of our airline customers, we
have agreed to accept certain lease payments in a foreign currency. After we
agree to the rental payment currency with an airline, the negotiated currency
typically remains for the term of the lease. We may enter into contracts to
mitigate our foreign currency risk, but we expect that the economic risk
arising from foreign currency denominated leases will be immaterial to us.
We may, in connection with the lease of used aircraft, agree to contribute
specific additional amounts to the cost of certain first major maintenance
events or modifications, which usually reflect the usage of the aircraft prior
to the commencement of the lease. We may be obligated under the leases to make
reimbursements of maintenance reserves previously received to lessees for
expenses incurred for certain planned major maintenance. We also, on occasion,
may contribute towards aircraft modifications and recover any such costs over
the life of the lease.
Monitoring
During the lease term, we closely follow the operating and financial
performance of our lessees. We maintain a high level of communication with the
lessee and frequently evaluate the state of the market in which the lessee
operates, including the impact of changes in passenger air travel and
preferences, the impact of delivery delays, changes in general economic
conditions, emerging competition, new government regulations, regional
catastrophes, and other unforeseen shocks that are relevant to the airline's
market. This enables us to identify lessees that may be experiencing operating
and financial difficulties. This identification assists us in assessing the
lessee's ability to fulfill its obligations under the lease. This monitoring
also identifies candidates, where appropriate, to restructure the lease prior
to the lessee's insolvency or the initiation of bankruptcy or similar
proceedings. Once an insolvency or bankruptcy occurs, we typically have less
control over, and would most likely incur greater costs in connection with,
the restructuring of the lease or the repossession of the aircraft.
During the life of the lease, situations may emerge that place our customers
under significant financial pressure, which may lead us to repossess our
aircraft or restructure our leases with our airline customers. When we
repossess an aircraft leased in a foreign country, we generally expect to
export the aircraft from the lessee's jurisdiction. In some situations, the
lessees may not fully cooperate in returning the aircraft. In those cases, we
will take appropriate legal action, a process that could ultimately delay the
return and export of the aircraft. In addition, in connection with the
repossession of an aircraft, we may be required to pay outstanding mechanics'
liens, airport charges, navigation fees and other amounts secured by liens on
the repossessed aircraft. These charges could relate to other aircraft that we
do not own but were operated by the lessee.
Remarketing
Our lease agreements are generally structured to require lessees to notify us
six to 12 months in advance of the lease's expiration if a lessee desires to
renew or extend the lease. Requiring lessees to provide us with such advance
notice provides our management team with an extended period of time to
consider a broad set of alternatives with respect to the aircraft, including
assessing general market and competitive conditions and preparing to remarket
or sell the aircraft. If a lessee fails to provide us with notice, the lease
will automatically expire at the end of the term, and the lessee will be
required to return the aircraft pursuant to the conditions in the lease. As
discussed above, our leases contain detailed provisions regarding the required
condition of the aircraft and its components upon return at the end of the
lease term.
Aircraft Sales & Trading Strategy
Our strategy is to maintain a portfolio of young modern aircraft with a widely
diversified customer base. In order to achieve this profile, we primarily
order new planes directly from the manufacturers, place them on long-term
leases, and sell the aircraft when they near the end of the first third of
their expected 25-year economic useful life. We typically sell aircraft that
are currently operated by an airline with multiple years of lease term
remaining on the contract, in order to achieve the maximum disposition value
of the aircraft. Buyers of the aircraft may include other leasing companies,
financial institutions, airlines and other investors. We also, from time to
time, buy and sell aircraft on an opportunistic basis for trading profits.
Additionally, as discussed below, we may provide management services to buyers
of our aircraft assets for a fee.
We are subject to certain restrictions on our business activities pursuant to
the Merger Agreement including restriction on our ability to sell more than
$1.5 billion in aircraft in 2026. See "Part I-Item 1A. Risk Factors-Risks
Relating to the Merger" for more information.
Aircraft Management Strategy
We supplement our core business model by providing fleet management services
to third-party investors and owners of aircraft portfolios for a management
fee. This allows us to better serve our airline customers and expand our
existing airline customer base by providing additional leasing opportunities
beyond our own aircraft portfolio, new order pipeline, and customer or
regional concentration limits. As of December 31, 2025, we had a managed
fleet of 45 aircraft.
Financing Strategy
We finance the purchase of aircraft and our business with available cash
balances and internally generated funds, including through cash flows from our
operating leases, aircraft sales and trading activity, and debt financings. We
aim to maintain investment-grade credit metrics and focus our debt financing
strategy on funding our business primarily on an unsecured basis with mostly
fixed-rate debt issued in the public bond market. Unsecured financing provides
us with operational flexibility when selling or transitioning aircraft from
one airline to another. We also have the ability to seek debt financing
secured by our assets, as well as financings supported through
government-guaranteed export credit agencies for most of our future aircraft
deliveries. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources-Financing
Restrictions Under the Merger Agreement" for a discussion on certain
restrictions on our financing strategy in place during the pendency of the
Merger Agreement.
Insurance
We generally require our lessees to obtain insurance coverage that is
customary in the air transportation industry, including comprehensive
liability insurance, aircraft all-risk hull insurance, and war-risk insurance
covering risks such as hijacking, terrorism, confiscation, expropriation,
seizure, and nationalization. We generally require a certificate of insurance
from the lessee's insurance broker prior to delivery of an aircraft.
Generally, all certificates of insurance contain a breach of warranty
endorsement so that our interests are not prejudiced by any act or omission of
the lessee. Lease agreements generally require hull and liability limits to be
in U.S. dollars, which are shown on the certificate of insurance.
In accordance with our lease agreements, insurance premiums are paid by the
lessee, with coverage acknowledged by the broker or carrier. The territorial
coverage, in each case, should be suitable for the lessee's area of operations
and based on available insurance coverages. We generally require that the
certificates of insurance contain, among other provisions, a provision
prohibiting cancellation or material change without at least 30 days' advance
written notice to the insurance broker, who would be obligated to give us
prompt notice, except in the case of hull war and liability war insurance
policies, which customarily only provide seven days' advance written notice
for cancellation and may be subject to shorter notice under certain market
conditions. Furthermore, the insurance is primary and not contributory, and we
require that all insurance carriers be required to waive rights of subrogation
against us.
The stipulated loss value schedule under aircraft hull insurance policies is
on an agreed-value basis acceptable to us and typically exceeds the book value
of the aircraft. In cases where we believe that the agreed value stated in the
lease is not sufficient, we make arrangements to cover such deficiency, which
would include the purchase of additional "Total Loss Only" coverage for the
deficiency.
Aircraft hull policies generally contain standard clauses covering aircraft
and engines. The lessee is required to pay all deductibles. Furthermore, the
hull war policies generally contain war risk endorsements, including, but not
limited to, confiscation (where available), seizure, hijacking and similar
forms of retention or terrorist acts.
The comprehensive liability insurance listed on certificates of insurance
generally includes provisions for bodily injury, property damage, passenger
liability, cargo liability, and such other provisions reasonably necessary in
commercial passenger and cargo airline operations. We expect that such
certificates of insurance list combined comprehensive single liability limits
of not less than $500 million for Airbus and Boeing aircraft. As a standard
in the industry, airline operator's policies contain a sublimit for
third-party war risk liability generally in the amount of at least
$150 million. We require each lessee to purchase higher limits of third-party
war risk liability.
The international aviation insurance market has exclusions for physical damage
to aircraft hulls caused by weapons of mass destruction, including nuclear
events, dirty bombs, bio-hazardous materials, and electromagnetic pulsing.
Exclusions for the same type of perils could be introduced into liability
policies in the future as well.
We cannot assure you that our lessees will be adequately insured against all
risks in all territories in which they operate, that lessees will at all times
comply with their obligations to maintain insurance, that any particular claim
will be paid, or that lessees will be able to obtain adequate insurance
coverage at commercially reasonable rates in the future.
In addition to the insurance coverage obtained by our lessees, we separately
purchase contingent liability insurance and contingent hull insurance on all
aircraft in our owned fleet and maintain other insurance covering the specific
needs of our business operations. While we believe our insurance is adequate
both as to coverages and amounts based on industry standards in the current
market, we cannot assure you that we are adequately insured against all risks
and in all territories in which our aircraft operate. For example, Russia,
Ukraine, Belarus and Crimea are now generally excluded from coverage in our
contingent liability, contingent hull and contingent hull war insurance.
Competition
The leasing, remarketing, and sale of aircraft is highly competitive. While we
are one of the largest aircraft lessors operating on a global scale, the
aircraft leasing industry is diversified with a large number of competitors.
We face competition from aircraft manufacturers, banks, financial
institutions, other leasing companies, and airlines. Some of our competitors
may have greater operating and financial resources and access to lower capital
costs than we have. Competition for leasing transactions is based on a number
of factors, including delivery dates, lease rates, lease terms, other lease
provisions, aircraft condition, and the availability in the marketplace of the
types of aircraft required to meet the needs of airline customers. Competition
in the purchase and sale of used aircraft is based principally on the
availability of used aircraft, price, the terms of the lease to which an
aircraft is subject, and the creditworthiness of the lessee, if any.
Government Regulation
The air transportation industry is highly regulated. We do not operate
commercial jet aircraft, and thus may not be directly subject to many industry
laws and regulations, such as regulations of the U.S. Department of State (the
"DOS"), the U.S. Department of Transportation, or their counterpart
organizations in foreign countries regarding the operation of aircraft for
public transportation of passengers and property. As discussed below, however,
we are subject to government regulation in a number of respects. In addition,
our lessees are subject to extensive regulation under the laws of the
jurisdictions in which they are registered or operate. These laws govern,
among other things, the registration, operation, maintenance, and condition of
the aircraft.
We are required to register our aircraft with an aviation authority mutually
agreed upon with our lessee. Each aircraft registered to fly must have a
Certificate of Airworthiness, which is a certificate demonstrating the
aircraft's compliance with applicable government rules and regulations and
that the aircraft is considered airworthy. Each airline we lease to must have
a valid operation certificate to operate our aircraft. Our lessees are
obligated to maintain the Certificates of Airworthiness for the aircraft they
lease.
Our involvement with the civil aviation authorities of foreign jurisdictions
consists largely of requests to register and deregister our aircraft on those
countries' registries.
We are also subject to the regulatory authority of the DOS and the U.S.
Department of Commerce (the "DOC") to the extent such authority relates to the
export of aircraft for lease and sale to foreign entities and the export of
parts to be installed on our aircraft. We may be required to obtain export
licenses for parts installed in aircraft exported to foreign countries. The
DOC and the U.S. Department of the Treasury (through its Office of Foreign
Assets Control, or "OFAC") impose restrictions on the operation of U.S.-made
goods, such as aircraft and engines, in sanctioned countries, as well as on
the ability of U.S. companies to conduct business with entities in those
countries and with other entities or individuals subject to blocking orders.
The U.S. Patriot Act of 2001 (the "Patriot Act") prohibits financial
transactions by U.S. persons, including U.S. individuals, entities, and
charitable organizations, with individuals and organizations designated as
terrorists and terrorist supporters by the U.S. Secretary of State or the U.S.
Secretary of the Treasury. The U.S. Customs and Border Protection, a law
enforcement agency of the U.S. Department of Homeland Security, enforces
regulations related to the import of aircraft into the United States for
maintenance or lease and the importation of parts into the U.S. for
installation.
Jurisdictions in which aircraft are registered as well as jurisdictions in
which they operate may impose regulations relating to noise and emission
standards. In addition, most countries' aviation laws require aircraft to be
maintained under an approved maintenance program with defined procedures and
intervals for inspection, maintenance and repair. To the extent that aircraft
are not subject to a lease or a lessee is not in compliance, we are required
to comply with such requirements, possibly at our own expense.
Corporate Responsibility and Sustainability
Climate Change
Since the inception of our company in 2010, we have focused on purchasing the
most modern, fuel-efficient aircraft available and leasing them to our
customers worldwide. In many cases, we serve as a launch customer for Boeing
or Airbus, whereby we play a crucial role in introducing a new aircraft type
into the global fleet. Our core strategy is helping our airline customers
modernize their fleets through our fleet planning services and our portfolio
of aircraft that are generally 20 to 25% more fuel-efficient and have a
significantly smaller noise footprint than the aircraft they will replace.
Aligned with the needs of our customers, reduced fuel consumption, emissions,
and noise are a priority when selecting an aircraft to join our fleet. Many of
the improvements related to fuel efficiency within the aviation industry have
been the result of airlines operating new, more fuel-efficient aircraft.
Human Capital Resources
Culture and Values
We strive to conduct our business with integrity and in an honest and
responsible manner and to build and maintain long-term, mutually beneficial
relationships with our customers, suppliers, shareholders, employees and other
stakeholders. We are also committed to fostering and cultivating a culture of
inclusion. As of December 31, 2025, 39% of our employees are multicultural
and 51% are female. Our values and priorities are further specified in our
code of conduct and our ethics-related compliance policies, procedures,
trainings, and programs. Ethical and inclusive behavior is strongly promoted
by the management team and these values are reflected in our long-term
strategy and our way of doing business.
Employees, Compensation and Benefits
Pay equity is central to our mission to attract and retain the best talent.
Our compensation philosophy and reward structure are designed to compensate
employees equitably and free of any bias. We demonstrate our commitment to pay
equity by regularly reviewing our compensation practices for all our
employees. Further, the health and wellness of our employees is a priority,
and we offer employee benefits including a competitive compensation philosophy
with comprehensive benchmarking analysis. Other benefits for which our
employees in the United States, and to the extent practicable outside of the
United States, are eligible for include but are not limited to: cash bonus
programs, our long-term incentive plan, employee-funded 401(k) programs with
company matching, education reimbursement, company-paid medical, dental and
vision insurance, company-paid life insurance, reimbursement accounts and
remote healthcare services among other health and wellness offerings. As of
December 31, 2025, we had 160 full-time employees. None of our employees are
represented by a union or collective bargaining agreements.
Access to Our Information
We file annual, quarterly, current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). We make
our public SEC filings available, at no cost, through our website at
http://www.airleasecorp.com as soon as reasonably practicable after the report
is electronically filed with, or furnished to, the SEC. The information
contained on or connected to our website is not incorporated by reference into
this Annual Report on Form 10-K and should not be considered part of this or
any other report filed with the SEC. We will also provide these reports in
electronic or paper format free of charge upon written request made to
Investor Relations at 2000 Avenue of the Stars, Suite 1000N, Los Angeles,
California 90067. Our SEC filings are also available free of charge on the
SEC's website at http://www.sec.gov.
Corporate Information
Our website is http://www.airleasecorp.com. We may post information that is
important to investors on our website. Information included or referred to on,
or otherwise accessible through, our website is not intended to form a part of
or be incorporated by reference into this report.
Information about our Executive Officers
Set forth below is certain information concerning each of our executive
officers as of February 12, 2026, including his/her age and current position
with us. All of our executive officers have been employed by us during the
past five years.
Name Age Company Position
John L. Plueger 71 Chief Executive Officer, President and Director
Carol H. Forsyte 63 Executive Vice President, General Counsel, Corporate Secretary and Chief
Compliance Officer
Gregory B. Willis 47 Executive Vice President and Chief Financial Officer
Alex A. Khatibi 65 Executive Vice President, Marketing
Kishore Korde 52 Executive Vice President, Marketing
Grant A. Levy 63 Executive Vice President, Marketing and Commercial Affairs
John D. Poerschke 64 Executive Vice President of Aircraft Procurement and Specifications
David Beker 48 Executive Vice President, Marketing
ITEM 1A. RISK FACTORS
The following important risk factors, and those risk factors described
elsewhere in this report or in our other filings with the SEC, could cause our
actual results to differ materially from those stated in forward-looking
statements contained in this document and elsewhere. These risks are not
presented in order of importance or probability of occurrence. Further, the
risks described below are not the only risks that we face. Additional risks
and uncertainties not currently known to us or that we currently deem
immaterial may also impair our business operations. Any of these risks may
have a material adverse effect on our business, reputation, financial
condition, results of operations, profitability, cash flows or liquidity.
Risk Factors Summary
Risks relating to the Merger
• the inability to complete the Merger because of the failure to
receive, on a timely basis or subject to conditions that are not anticipated,
the required approvals by governmental or regulatory agencies in connection
with the transactions contemplated by the merger agreement;
• the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement;
• the risk that the pendency and uncertainty of the Merger
disrupts our business and current plans and operations and potential
difficulties in employee retention as a result;
• the effect of the announcement of the Merger on our business
relationships, operating results and business generally;
• certain restrictions on our business activities resulting from
the pendency of the Merger;
• the restrictions or prohibitions under certain covenants in the
merger agreement during the pendency of the Merger that may impact our ability
to pursue certain business opportunities, including alternatives to the
Merger;
• the risk that our Class A common stock price may decline if the
Merger is not consummated; and
• the risk that the Merger may involve unexpected costs,
litigation, liabilities or delays, or the amount of costs, fees, expenses and
charges relating to the Merger.
Risks relating to our capital requirements and debt financings
• our inability to obtain additional capital on favorable terms, or
at all, to acquire aircraft from our orderbook, service our debt obligations
and refinance maturing debt obligations, including as a result of the
restrictions under the merger agreement on our ability to incur additional
debt;
• any negative changes in our credit ratings may limit our ability
to obtain financing or increase our borrowing costs; and
• the restrictions or prohibitions under certain covenants from
our debt agreements.
Operational risks relating to our business
• our inability to generate sufficient returns on our aircraft
investments through strategic aircraft acquisitions and profitable leasing;
• the failure of an aircraft or engine manufacturer to meet its
contractual obligations to us, including or as a result of labor strikes,
aviation supply chain constraints, manufacturing flaws, or technical or other
difficulties with aircraft or engines before or after delivery;
• obsolescence of, or changes in overall demand for, our aircraft;
• changes in the value of, and lease rates for, our aircraft,
including as a result of aircraft oversupply, manufacturer production levels,
our lessees' failure to maintain our aircraft, inflation, and other factors
outside of our control;
• impaired financial condition and liquidity of our lessees,
including due to lessee defaults and reorganizations, bankruptcies or similar
proceedings;
• increased competition from other aircraft lessors;
• the failure by our lessees to adequately insure our aircraft or
fulfill their contractual indemnity obligations to us, or the failure of such
insurers to fulfill their contractual obligations;
• our inability to satisfy our aircraft acquisition commitments
and/or complete our planned aircraft sales;
• our exposure to economic, legal and political risks with our
lessees, including adverse events involving the regions in which these lessees
operate;
• death, incapacity or departure of one of our key officers;
• the risk of cyber attack or interruption of our IT systems and
the loss of information; and
• conflicts of interest between us and clients utilizing our fleet
management services and our managed fleet investment partners.
Macroeconomic and global risks relating to our business
• increased tariffs and export and import restrictions on trade;
• other events affecting our business or the business of our
lessees and aircraft manufacturers or their suppliers that are beyond our or
their control, such as the threat or realization of epidemic diseases, natural
disasters, terrorist attacks, war or armed hostilities between countries or
non-state actors;
• the risk of decreased demand or oversupply of aircraft in the
industry;
• volatility in fuel costs resulting in fluctuating demand for our
aircraft; and
• changes in exchange rates of foreign currency in relation to the
U.S. dollar could negatively impact our lessees' ability to honor the terms of
their leases.
Regulatory, tax and legal risks relating to our business
• changes in the domestic and international regulatory environment,
including changes in tax laws and environmental regulations.
Risk factors relating to investment in our Class A common stock
• takeover risk;
• requirement from our bylaws to resolve most disputes between the
company and stockholders exclusively through the Delaware Court of Chancery;
and
• future offerings of debt or equity securities by us, future sales
of our Class A common stock by our directors, executive officers or
significant stockholders or the ability to pay dividends.
Risks relating to the Merger
Completion of the Merger is contingent upon satisfying various closing
conditions, including approvals from government authorities and regulatory
bodies, as well as other factors that may result in uncertainty. There can be
no assurances regarding the timing or likelihood of completion. Failure to
complete the Merger could have an adverse effect on our Class A common stock
price, operating results, and financial condition.
The proposed Merger is subject to several customary conditions including
without limitation, (i) the expiration or termination of the waiting period
applicable to the Merger and the other transactions contemplated thereby
(including the Orderbook Transfer (as defined in the Merger Agreement)) under
certain non-U.S. antitrust and competition laws, and the receipt of approval
of the Committee on Foreign Investment in the United States under the Defense
Production Act and under certain non-U.S. investment laws, (ii) the absence of
any applicable law, judgment, or other legal restraint or prohibition or
binding order or determination by any governmental entity that prevents, makes
illegal or prohibits the consummation of the Merger and the other transactions
contemplated by the Merger Agreement, (iii) the accuracy of each party's
representations and warranties (subject to certain qualifications), (iv) each
party's performance in all material respects of its obligations under the
Merger Agreement and (v) the absence of a Company Material Adverse Effect (as
defined in the Merger Agreement) after the date of the Merger Agreement.
While we believe we will receive the requisite approvals, there can be no
assurance that these and other conditions to closing will be satisfied at all
or satisfied on the proposed terms and schedules as contemplated by the
parties. Satisfaction of the closing conditions may delay the consummation of
the Merger, and if certain closing conditions are not satisfied prior to the
end date specified in the Merger Agreement (and subject to certain extensions
of the end date specified in the Merger Agreement), we will not be obligated
to complete the Merger.
The Merger Agreement contains specified termination rights for each of the
parties. Upon termination of the agreement under certain conditions, we must
pay Parent a $225.0 million termination fee. The failure to complete the
Merger may result in negative publicity and negatively affect our relationship
with our stockholders, employees, customers and suppliers. We may also be
required to devote significant time and resources to litigation related to any
failure to complete the Merger or related to any enforcement proceeding
commenced against us to perform our obligations under the Merger Agreement.
For these and other reasons, a failed Merger may have an adverse impact on our
business, operating results, or financial condition. Additionally, the price
of our Class A common stock may decline since the current valuation
anticipates successful completion of the Merger.
Uncertainties associated with the Merger could adversely affect our business,
results of operations and financial condition.
The announcement and pendency of the Merger, as well as any delays in the
expected timeframe, could cause disruption in our business and create
uncertainties, which could have an adverse effect on our business, results of
operations and financial condition, regardless of whether the Merger is
completed. These risks and uncertainties include, but are not limited to:
• the possibility that our relationship with airline customers,
our suppliers, and employees could be adversely affected, including if our
suppliers, customers or others attempt to negotiate changes in existing
business relationships, consider entering into business relationships with
parties other than us, delay or defer decisions concerning their business with
us, or terminate their existing business relationships with us during the
pendency of the Merger;
• uncertainties caused by any negative sentiment in the
marketplace with respect to the Merger, which could adversely impact investor
confidence in us;
• a diversion of a significant amount of management time and
resources toward the completion of the Merger;
• a distraction of our current employees as a result of the
Merger, which could result in a decline in their productivity;
• being subject to certain restrictions on the conduct of our
business;
• possibly foregoing certain business opportunities that we might
otherwise pursue absent the pending Merger;
• difficulties in attracting and retaining key employees due to
uncertainties related to the Merger;
• impact of costs related to completion of the Merger, including
any costs related to obtaining regulatory approvals; and
• other developments beyond our control, including, but not
limited to, changes in domestic or global economic conditions that may affect
the timing or success of the Merger.
The adverse effects of the pendency of the Merger could be exacerbated by any
delays in completion of the Merger or termination of the Merger Agreement.
While the Merger Agreement is in effect, we are subject to restrictions on our
business activities.
While the Merger Agreement is in effect, we are subject to restrictions on our
business activities, including, among other things, restrictions on our
ability to acquire other businesses and assets (including our ability to place
new orders for aircraft), dispose of our assets (including restriction on our
ability to sell more than $1.5 billion in aircraft in 2026), enter into or
materially modify certain contracts, repurchase, adjust the terms of or issue
securities (including preferred stock and any shares of our Class A common
stock), pay dividends (subject to limited exceptions, including payment of
regular quarterly cash dividends in accordance with past practice and payment
of preferred stock dividends as required by the applicable certificate of
designation), make certain capital expenditures, settle certain legal actions,
take certain actions relating to intellectual property, take certain action
related to employee benefit plans, amend our organizational documents and
incur additional indebtedness (subject to certain exceptions as discussed in
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources-Financing Restrictions
Under the Merger Agreement"), in each case without Parent's prior written
consent which shall not be unreasonably withheld, conditioned or delayed.
These restrictions could prevent us from pursuing strategic business
opportunities, taking actions with respect to our business that we may
consider advantageous and responding effectively and/or timely to competitive
pressures and industry developments, and may as a result materially adversely
affect our business, results of operations and financial condition.
The Merger Agreement contains provisions that limit our ability to pursue
alternatives to the Merger.
Under the Merger Agreement, we are restricted from soliciting, initiating,
knowingly encouraging or knowingly facilitating any inquiry, discussion, offer
or request that constitutes or would reasonably be expected to lead to an
Alternative Proposal (as defined in the Merger Agreement). These provisions
could discourage a third party that may have an interest in acquiring all or a
significant part of our business from considering or proposing an acquisition,
even if such third party were prepared to pay consideration with a higher
value than the value of the consideration provided for in the Merger
Agreement.
We have incurred, and will continue to incur, direct and indirect costs as a
result of the Merger.
We have incurred, and will continue to incur, significant costs and expenses,
including fees for professional services and other transaction costs, in
connection with the Merger. We must pay all of these costs and expenses
whether or not the Merger is completed. There are a number of factors beyond
our control that could affect the total amount or the timing of these costs
and expenses.
Lawsuits have been filed and additional lawsuits may be filed, in connection
with the Merger, which could delay or prevent completion of the Merger and/or
result in substantial costs.
As described in "Part I-Item 3. Legal Proceedings" below, a number of lawsuits
related to the Merger were filed by purported Class A common stockholders, and
additional lawsuits may be filed against us and our directors and officers in
the future. Although litigation is common in connection with acquisitions of
public companies, regardless of any merits related to the underlying
acquisition, the outcome of any litigation cannot be assured. Additionally,
the amount of fees and costs of defense, including costs associated with the
indemnification of directors and officers, and other liabilities that may be
incurred in connection with lawsuits and other negative effects, such as
diversion of resources from the Merger and ongoing business activities,
negative publicity or damage to our relationships with business partners,
suppliers and customers, could have an adverse effect on our business,
financial condition and operating results.
Risks relating to our capital requirements and debt financings
We will require significant capital to refinance our outstanding indebtedness
and to acquire aircraft; our inability to make our debt payments and obtain
incremental capital may have a material adverse effect on our business.
We and our subsidiaries have a significant amount of indebtedness. As of
December 31, 2025, our total consolidated indebtedness, net of discounts and
issuance costs, was approximately $19.7 billion and our interest payments were
approximately $915.8 million for the year ended December 31, 2025. We expect
these amounts to grow as we acquire more aircraft. Our level of debt could
have important consequences, including making it more difficult for us to
satisfy our debt payment obligations and requiring a substantial portion of
our cash flows to be dedicated to debt service payments; limiting our ability
to obtain additional financing; increasing our vulnerability to negative
economic and industry conditions; increasing our interest rate risk; and
limiting our flexibility in planning for and reacting to changes in our
industry.
Growing our fleet will require us to obtain substantial capital through
additional financing, which may not be available to us on favorable terms or
at all. As of December 31, 2025, we had 218 new aircraft on order with an
estimated aggregate commitment of approximately $12.6 billion. In addition to
utilizing cash flow from operations to meet these commitments and to maintain
an adequate level of unrestricted cash, we will need to raise additional funds
by accessing committed debt facilities, securing additional financing from
banks or through capital markets offerings. We also need to maintain access to
the capital and credit markets and other sources of financing in order to
repay or refinance our outstanding debt obligations.
Our access to financing sources depends upon a number of factors over which we
have limited control, including general market conditions and interest rate
fluctuations; periods of unexpected market disruption and volatility; the
market's view of the quality of our business and assets, perception of our
growth potential and assessment of our credit risk; the relative
attractiveness of alternative investments; and the trading prices of our debt
and equity securities. Depending on market conditions at the time and our
access to capital, we may also have to rely more heavily on less efficient
forms of debt financing or additional equity issuances that may require a
larger portion of our cash flow from operations to service, thereby reducing
funds available for our operations, future business opportunities and other
purposes. Further, the issuance of additional shares of preferred stock may
result in such preferred stockholders having rights, preferences or privileges
senior to existing Class A common stockholders, who would not have the ability
to approve such issuance. These alternative measures may not be successful and
may not permit us to make required repayments on our debt or meet our cash
requirements, including aircraft purchase commitments. The issuance of
additional equity may be dilutive to existing shareholders or otherwise may be
on terms not favorable to us or existing shareholders.
Our long-term debt financing strategy is focused on raising primarily
unsecured debt in the global bank and investment grade capital markets,
however, pursuant to the Merger Agreement, from September 1, 2025 to May 1,
2026, we are restricted from incurring additional indebtedness, other than
borrowings under our existing revolving credit facilities or our commercial
paper program without Parent's prior written consent (which shall not be
unreasonably withheld, conditioned or delayed). Pursuant to the terms of the
Merger Agreement (i) if the Merger has not closed by May 1, 2026 then, during
the three-month period commencing on such date, we are permitted to incur
additional indebtedness in an aggregate principal amount of up to $2.0 billion
in the form of secured or unsecured, investment grade bank term loans and (ii)
if the Merger has not closed by July 1, 2026, we may also issue or incur up to
$2.0 billion in additional indebtedness in the form of secured or unsecured
investment grade bank term loans or unsecured investment grade debt
securities, with capacity to incur an aggregate principal amount of up to $2.0
billion in additional indebtedness after the end of each three month period
thereafter, subject to additional conditions and restrictions contained in the
Merger Agreement. The Merger Agreement also restricts our ability to issue
additional shares of preferred stock without the Parent's prior written
consent (which shall not be unreasonably withheld, conditioned or delayed).
If we are unable to generate sufficient cash flows from operations and cannot
obtain capital on terms acceptable to us, we may be forced to seek
alternatives, such as to reduce or delay investments and aircraft purchases,
or to sell aircraft. We also may not be able to satisfy funding requirements
for any aircraft acquisition commitments then in place, which could force us
to forfeit our deposits and/or expose us to potential breach of contract
claims by our lessees and manufacturers.
As a result of these risks and repercussions, our inability to make our debt
payments and/or obtain incremental capital to fund future aircraft purchases
may have a material adverse effect on our business.
Cost of borrowing or interest rate increases may adversely affect our net
income and our ability to compete in the marketplace.
We finance our business through a combination of short-term and long-term debt
financings predominantly at fixed rate. As of December 31, 2025, we had
$15.3 billion of fixed rate debt and $4.6 billion of floating rate debt
outstanding. Further, we have outstanding preferred stock with an aggregate
stated amount of $900.0 million that currently pays dividends at a fixed rate,
but the dividend rate is subject to reset every five years based on the then
current 5-year U.S. treasury rate. Any increase in our cost of borrowing
directly impacts our net income. A shift in monetary policy in the United
States and other countries beginning in 2022 resulted in rapid interest rate
increases over a relatively short period of time and many are predicting that
rates may remain elevated despite rate cuts in late 2024 and 2025 by the
Federal Reserve Open Market Committee ("FOMC"). Interest rates that we
obtain on our debt financings can fluctuate based on, among other things,
changes in views of our credit risk, fluctuations in U.S. Treasury rates and
SOFR, as applicable, changes in credit spreads, and the duration of the debt
being issued. Increased interest rates prevailing in the market at the time of
our incurrence of new debt will also increase our interest expense.
Moreover, if interest rates remain elevated, we will be unable to immediately
offset the negative impact on our net income by increasing lease rates, even
if the market were able to bear the increased lease rates. Lease rates are
influenced by several factors other than interest rates, including supply
technicals driven by aircraft demand, supply chain disruptions, environmental
initiatives and other factors that may result in a change in lease rates
regardless of the interest rate environment. Our leases are generally entered
into 18-36 months in advance of aircraft delivery and are for multiple years
with fixed lease rates over the life of the lease. Therefore, lags will exist
because our lease rates with respect to a particular aircraft cannot generally
be increased until the expiration of the lease. Higher interest expense and
the need to offset higher borrowing costs by increasing lease rates may
ultimately impact our ability to compete with other aircraft leasing companies
in the marketplace, especially if those companies have lower cost of funding.
Decreases in interest rates may also adversely affect our business. Since our
fixed rate leases are based, in part, on prevailing interest rates at the time
we enter into the lease, if interest rates decrease, new fixed rate leases we
enter into may be at lower lease rates and our lease revenue will be adversely
affected.
If any of these circumstances occur, our net income and/or our ability to
compete in the marketplace may be adversely affected.
Negative changes in our credit ratings may limit our ability to obtain
financing or increase our borrowing costs, which may adversely impact our net
income and/or our ability to compete in the marketplace.
We are currently subject to periodic review by independent credit rating
agencies S&P, Fitch and Kroll, each of which currently maintains an
investment grade rating with respect to us, and we may become subject to
periodic review by other independent credit rating agencies in the future. Our
ability to obtain debt financing and our cost of debt financing is dependent,
in part, on our credit ratings and we cannot assure you that these credit
ratings will remain in effect or that a rating will not be lowered, suspended
or withdrawn. Maintaining our credit ratings depends in part on strong
financial results and other factors, including the outlook of the rating
agencies on our sector and on the market generally. Ratings are not a
recommendation to buy, sell or hold any security, and each agency's rating
should be evaluated independently of any other agency's rating. Actual or
anticipated changes or downgrades in our credit ratings, including any
announcement that our ratings are under review for a downgrade, could increase
our borrowing costs and limit our access to the capital markets, including our
commercial paper program which may adversely impact our net income and/or our
ability to compete in the marketplace.
Certain of our debt agreements contain covenants that impose restrictions on
us and our subsidiaries that may limit our flexibility to operate our
business.
Some of the agreements governing our indebtedness contain financial and
non-financial covenants. Most of our credit facilities require us to comply
with certain financial maintenance covenants (measured at the end of each
quarter) including minimum consolidated stockholders' equity, minimum
consolidated unencumbered assets, and an interest coverage test. Complying
with such covenants may at times necessitate that we forego other
opportunities, including incurring additional indebtedness, declaring or
paying certain dividends and distributions or entering into certain
transactions, investments, acquisitions, loans, guarantees or advances.
Moreover, our failure to comply with any of these covenants could constitute a
default and could accelerate some, if not all, of the indebtedness outstanding
under such agreements and could create cross-defaults under other debt
agreements, which would have a negative effect on our business and our ability
to continue as a going concern. In addition, for our secured debt, if we are
unable to repay such indebtedness when due and payable, the lenders under our
secured debt could proceed against, among other things, the aircraft or other
assets securing such indebtedness. As the result of the existence of these
financial and non-financial covenants and our need to comply with them, the
flexibility we have to operate our business may be limited.
Operational risks relating to our business
We may be unable to generate sufficient returns on our aircraft investments
which may have an adverse impact on our net income.
Our financial performance is driven by our ability to acquire strategically
attractive commercial aircraft, profitably lease and re-lease them, and
finally sell such aircraft in order to generate sufficient revenues to finance
our growth and operations, pay our debt service obligations, and meet our
other corporate and contractual obligations. We rely on our ability to
negotiate and enter into leases with favorable lease terms and to evaluate the
ability of lessees to perform their obligations to us prior to receiving the
delivery of our orderbook aircraft from the manufacturers. When our leases
expire or our aircraft are returned prior to the date contemplated in the
lease, we bear the risk of re-leasing or selling the aircraft. Because our
leases are predominantly operating leases, only a portion of an aircraft's
value is recovered by the revenues generated from the lease and we may not be
able to realize the aircraft's residual value after lease expiration. Our
ability to profitably purchase, lease, re-lease, sell or otherwise dispose of
our aircraft will depend on conditions in the airline industry and general
market and competitive conditions at the time of purchase, lease and
disposition. In addition to factors linked to the aviation industry in
general, other factors that may affect our ability to generate adequate
returns from our aircraft include the maintenance and operating history of the
airframe and engines, the number of operators using the particular type of
aircraft, and aircraft age. If we are unable to generate sufficient returns on
our aircraft due to any of the above factors within or outside of our control,
it may have an adverse impact on our net income.
Failure to satisfy our aircraft acquisition commitments would negatively
affect our ability to further grow our fleet and net income.
As of December 31, 2025, we had entered into binding purchase commitments to
acquire a total of 218 new aircraft for delivery through 2031. If we are
unable to complete the purchase of such aircraft, we would face several risks,
including forfeiting deposits and progress payments and having to pay and
expense certain significant costs relating to these commitments; not realizing
any of the benefits of completing the acquisitions; damage to our reputation
and relationship with aircraft manufacturers; and defaulting on our lease
commitments, which could result in monetary damages and damage to our
reputation and relationships with lessees. If we determine that the capital
required to satisfy these commitments is not available on terms we deem
attractive, we may eliminate or reduce any then-existing dividend program to
preserve capital to apply to such commitments. These risks, whether financial
or reputational, would negatively affect our ability to further grow our fleet
and net income.
Failure to complete our planned aircraft sales could affect our net income and
may lead us to use alternative sources of liquidity.
Proceeds from aircraft sales in our owned portfolio help supplement our
liquidity position, contribute to our net income and improve our
debt-to-equity ratio. Our inability to complete the sales of such aircraft on
the timeline anticipated, or at all, could impact our net income and may lead
us to use alternative sources of liquidity to fund our operations such as
additional capital markets issuances or borrowings under our credit
facilities.
The failure of an aircraft or engine manufacturer to meet its delivery
obligations to us may negatively impact our ability to grow our fleet and our
earnings.
The supply of commercial aircraft is dominated by a limited number of airframe
and engine manufacturers. As a result, we depend on these manufacturers'
ability to remain financially stable, produce products and related components
which meet airlines' demands and regulatory requirements, and fulfill any
contractual obligations they have to us, which is in turn dependent on a
number of factors over which we have little or no control. Those factors
include the availability of raw materials and manufactured components, changes
in highly exacting performance requirements and product specifications,
economic conditions, changes in the regulatory environment and labor relations
and negotiations between manufacturers and their respective workforces. If
manufacturers fail to meet their contractual obligations to us, we may
experience:
• missed or late aircraft deliveries and potential inability to meet
our contractual delivery obligations owed to our lessees, resulting in
potential lost or delayed revenues, and strained customer relationships;
• an inability to acquire aircraft and engines resulting in lower
growth or contraction of our aircraft fleet;
• reduced demand for a particular manufacturer's product, which may
lead to reduced market lease rates and lower aircraft residual values and may
affect our ability to remarket or sell at a profit, or at all, some of the
aircraft in our fleet; and
• technical or other difficulties with aircraft or engines after
delivery that subject aircraft to operating restrictions, groundings or
increased maintenance requirements, resulting in a decline in residual value
and lease rates of such aircraft and impair our ability to lease or dispose of
such aircraft or engines on favorable terms or at all.
There have been well-publicized delivery delays by airframe and engine
manufacturers. For example, for the last several years, manufacturing delays
have significantly impacted the planned purchases of our aircraft on order
with both Airbus and Boeing. Recent events, including the Boeing labor strike
and the FAA's increased oversight of Boeing's quality control procedures and
constraints placed on 737 MAX program production have resulted in delivery
delays. Our Airbus deliveries may also be impacted by the residual effects of
the Boeing labor strike on the broader aviation supply chain. In addition, the
ongoing impact from Pratt & Whitney GTF engine manufacturing flaws is
resulting in accelerated engine removal and incremental shop visits, which
have resulted and may continue to result in delivery delays of these engines
for new aircraft. Because of these delays, we have agreed to revised
contractual delivery dates for our Airbus and Boeing aircraft. As of the date
of this filing, Airbus and Boeing have generally met the revised delivery
dates, and when delayed, the delays have been generally one or two months.
However, going forward, delivery delays beyond the revised delivery dates
could increase as to the number of aircraft delayed and/or the length of
delays. Our leases and purchase agreements with Airbus and Boeing typically
provide for cancellation rights starting at one year after the contractual
delivery date, regardless of cause. If there are delivery delays greater than
one year for aircraft that we have made future lease commitments, some or all
of our affected lessees could elect to cancel their lease with respect to such
delayed aircraft. Any such cancellation could strain our relationship with
such lessee going forward and would negatively affect our business.
Should the severity of the delivery delays from the manufacturers continue or
worsen, or should new delays arise, such delays may negatively impact our
ability to grow our fleet and our earnings.
If our aircraft become obsolete or experience a decline in customer demand,
our ability to lease and sell those aircraft and our results of operations may
be negatively impacted and may result in impairment charges.
Aircraft are long-lived assets, requiring long lead times to develop and
manufacture, with models becoming obsolete or less in demand over time, in
particular when newer, more advanced aircraft are manufactured.
Our fleet, as well as the aircraft that we have on order, have exposure to a
decline in customer demand or obsolescence, particularly if unanticipated
events occur which shorten the life cycle of such aircraft types, including:
the introduction of superior aircraft or technology, such as new airframes or
engines with higher fuel efficiency or maintenance reliability; the entrance
of new manufacturers which could offer aircraft that are more attractive to
our target lessees, including manufacturers of alternative technology
aircraft; the advent of alternative transportation technologies which could
make travel by air less desirable; government regulations, including those
limiting noise and emissions and the age of aircraft operating in a
jurisdiction; the costs of operating an aircraft, including maintenance which
increases with aircraft age; and compliance with airworthiness directives.
Obsolescence of certain aircraft may also trigger impairment charges, increase
depreciation expense or result in losses related to aircraft asset value
guarantees, if we provide such guarantees.
The demand for our aircraft is also affected by other factors outside of our
control, including: air passenger demand; air cargo demand; air travel
restrictions; airline financial health; changes in fuel costs, interest rates,
foreign currency, potential tariffs, inflation and general economic
conditions; technical or maintenance problems or costs associated with a
particular aircraft or engine model; airport and air traffic control
infrastructure constraints; and the availability and cost of financing.
As demand for particular aircraft declines, lease rates for that type of
aircraft are likely to correspondingly decline, the residual values of that
type of aircraft could be negatively impacted, and we may be unable to lease
or sell such aircraft on favorable terms, if at all. In addition, the risks
associated with a decline in demand for a particular aircraft model or type
increase if we acquire a high concentration of such aircraft.
If demand declines for a model or type of aircraft of which we own or of which
we have a relatively high concentration, or should the aircraft model or type
become obsolete, our ability to lease or sell those aircraft and our results
of operations may be negatively impacted and may result in impairment charges.
The value and lease rates for aircraft that we own or acquire could decline
resulting in an impact to our earnings and cash flows.
From time to time, aircraft values and lease rates have experienced declines
due to a variety of factors outside of our control. These factors may impact
the aviation industry as a whole or may be more specific to certain types of
aircraft in our fleet. For example, the effects of pandemic related travel
restrictions, as well as, groundings and aircraft production delays, have each
impacted and may continue to impact lease rates or our ability to lease
certain aircraft in our fleet or orderbook. Other factors include, but are not
limited to: manufacturer production levels and technological innovation; the
number of airlines operating the aircraft; our lessees' failure to maintain
our aircraft, including as a result of increases in maintenance costs for
aircraft and engines seen during 2025 which we expect will continue in 2026;
the impact of decisions by the regulatory authority under which the aircraft
is operated and any applicable airworthiness directives, service bulletins or
other regulatory action that could prevent or limit utilization of the
aircraft. As a result of these factors, our earnings and cash flows may be
impacted by any decrease in the value of aircraft that we own or acquire or
decrease in market rates for leases for these aircraft.
Inflationary pressure may have a negative impact on our financial results,
including by diminishing the value of our leases.
High rates of inflation may have a number of adverse effects on our business.
Inflation may increase the costs of goods, services and labor used in our
operations, thereby increasing our expenses. In addition, inflation has also
contributed to the increase in market values for aircraft including older
generation aircraft. Because the majority of our income is derived from leases
with fixed rates of payment, high rates of inflation will cause a greater
decrease in the value of those payments than had the rates of inflation
remained lower. In addition, because our leases are generally for multi-year
periods, there has been a lag in our ability to adjust the lease rates for a
particular aircraft for corresponding increases in interest rates. High rates
of inflation may also lead policymakers to attempt to decrease demand or to
adopt higher interest rates to combat inflationary pressures, which could
increase our exposure to the risks detailed in "Risks relating to our capital
requirements and debt financings-Cost of borrowing or interest rate increases
may adversely affect our net income and our ability to compete in the
marketplace." Our suppliers and lessees may also be subject to material
adverse effects as a result of high rates of inflation, including as a result
of the impact on their financial conditions, changes in demand patterns, price
volatility, and supply chain disruption.
Aircraft have limited economic useful lives and depreciate over time and we
may be required to record an impairment charge or sell aircraft for a price
less than its depreciated book value which may impact our financial results.
We depreciate our aircraft for accounting purposes on a straight-line basis to
the aircraft's residual value over its estimated useful life. Our management
team evaluates on a quarterly basis the need to perform an impairment test
whenever facts or circumstances indicate a potential impairment has occurred.
An assessment is performed whenever events or changes in circumstances
indicate that the carrying amount of an aircraft may not be recoverable from
its expected future undiscounted net cash flow. We develop the assumptions
used in the recoverability assessment based on management's knowledge of, and
historical experience in, the aircraft leasing market and aviation industry,
as well as from information received from third-party industry sources.
Factors considered in developing estimates for this assessment include changes
in contracted lease rates, economic conditions, technology, and airline demand
for a particular aircraft type. Any of our assumptions and estimates may prove
to be inaccurate, which could adversely impact forecasted cash flow. In the
event that an aircraft does not meet the recoverability test, the aircraft
will be recorded at fair value, resulting in an impairment charge.
Deterioration of future lease rates and the residual values of our aircraft
could result in impairment charges which may have a significant impact on our
financial results. The occurrence of unexpected events or changing conditions
may also result in impairment charges. For a description of our impairment
policy, see the section titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Critical Accounting
Estimates-Flight equipment."
If we were to record an impairment charge on aircraft, or if we were to
dispose of aircraft for a price that is less than its depreciated book value
on our balance sheet, it would reduce our total assets and stockholders'
equity and increase our debt-to-equity ratio. For example, during the year
ended December 31, 2022, we recognized a net loss from asset write-offs of our
interest in owned and managed aircraft detained in Russia as a result of the
Russia-Ukraine conflict totaling approximately $771.5 million. Depending on
the size of the impairment, a reduction in our stockholders' equity may
negatively impact our assigned credit rating from ratings agencies or our
ability to comply with financial maintenance covenants in certain of our
agreements governing our indebtedness. If we are unable to comply with
financial maintenance covenants, it could result in an event of default under
such agreements. For these reasons, our financial results may be impacted.
We have concentrated customer exposure and economic, legal and political risks
associated with these lessees, including adverse events involving the regions
in which these lessees operate may have an adverse effect on our financial
condition.
Through our lessees and the countries in which they operate, we are exposed to
the specific economic, legal and political conditions and associated risks of
those jurisdictions. As of December 31, 2025, we had concentrated customer
exposure with our top five lessees by net book value, listed below under "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations-Our Fleet" and we also had approximately 7.7% and 0.8% of our
aircraft by net book value on lease to lessees located in Taiwan and China,
respectively. The concentration of our aircraft in the regions in which these
lessees operate exposes us to economic, legal and political conditions in
these regions, as well as changes in government relations between any of these
regions and the U.S., including trade disputes and trade barriers. Our
customer base is highly diversified, with an average customer concentration
and average country concentration of approximately 1.1% and 2.0% of our fleet
net book value as of December 31, 2025, respectively. Risks related to
concentrated exposure include economic recessions, financial, public health
and political emergencies, burdensome local regulations, trade disputes, and
increased risks of requisition of our aircraft and risks of wide-ranging
sanctions prohibiting us from leasing flight equipment in certain
jurisdictions. An adverse economic, legal or political event in or related to
these regions, or deterioration of government relations between the U.S. and
these regions, could affect the ability of these lessees to meet their
obligations to us, or expose us to various legal or political risks, which
could have an adverse effect on our financial condition.
We are dependent on the ability of our lessees to perform their payment and
other obligations to us under our leases and their failure to do so may
materially and adversely affect our financial results and cash flows.
We generate substantially all of our revenue from leases of aircraft to
commercial airlines and our financial performance is driven by the ability of
our lessees to perform their payment and other obligations to us under our
leases. The airline industry is cyclical, economically sensitive and highly
competitive, and our lessees are affected by several factors over which we and
they have limited control, including: air passenger demand; changes in fuel
costs, interest rates, foreign currency, inflation, labor difficulties,
including pilot shortages, wage negotiations or other labor actions; increases
in other operating costs, such as increased insurance costs, general economic
conditions and governmental regulation and associated fees affecting the air
transportation business. In recent years, geopolitical events such as changes
in national policy or the imposition of sanctions, including new sanctions,
trade barriers or tariffs, as well as events leading to political or economic
instability such as war, prolonged armed conflict and acts of terrorism;
epidemics, pandemics and natural disasters; availability of financing,
including availability of governmental support; airline financial health may
also have an impact. Finally, our lessees may also be affected by aircraft
accidents, in particular a loss if the aircraft is damaged or destroyed by an
event for which insurance coverage is excluded or limited.
These factors could cause our lessees to incur higher costs and to generate
lower revenues, which could adversely affect their ability to make lease
payments. In addition, lease default levels will likely increase over time if
economic conditions deteriorate.
We may agree to deferrals, restructurings and terminations in the ordinary
course of our business. For example, during the COVID-19 pandemic, a majority
of our lessees received lease deferrals or other accommodations. If a lessee
delays, reduces, or fails to make lease payments when due and if we are unable
to agree on a lease payment deferral or lease restructuring and we elect to
terminate the lease, we may not receive all or any payments still outstanding,
and we may be unable to re-lease the aircraft promptly and at favorable rates,
if at all. While deferrals generally shift the timing of payments to a later
period, restructurings and terminations generally permanently reduce our lease
revenue. If we perform a significant number of restructurings and
terminations, the associated reduction in lease revenue could materially and
adversely affect our financial results and cash flows.
Lessee defaults and reorganizations, bankruptcies or similar proceedings, may
result in lost revenues and additional costs.
From time to time, an airline may seek reorganization or protection from
creditors under its local laws or may go into liquidation. Some of our lessees
have defaulted on their lease obligations or filed for bankruptcy or otherwise
sought protection from creditors (collectively referred to as "bankruptcy").
One of our lessees is subject to bankruptcy proceedings as of February 12,
2026 and lessee bankruptcies may increase in the future. Based on historical
rates of airline defaults and bankruptcies, we expect that we will experience
additional lessee defaults and bankruptcies in the ordinary course of our
business.
When a lessee defaults on its lease or files for bankruptcy, we typically
incur significant additional costs, including legal and other expenses
associated with court or other governmental proceedings. We could also incur
substantial maintenance, refurbishment or repair costs if a defaulting lessee
fails to pay such costs when necessary to put the aircraft in suitable
condition for remarketing or sale. We may also incur storage costs associated
with aircraft that we repossess and are unable to place immediately with
another lessee, and we may not ultimately be able to re-lease the aircraft at
a similar or favorable lease rate. It may also be necessary to pay off liens
including fleet liens, taxes and other governmental charges on the aircraft to
obtain clear possession and to remarket the aircraft effectively, including,
in some cases, liens that the lessee might have incurred in connection with
the operation of its other aircraft. We could also incur other costs in
connection with the physical possession of the aircraft.
When a lessee fails to fulfill their obligations under the lease or enters
into bankruptcy proceedings, the lessee may not make lease payments or may
return aircraft to us before the lease expires. When a lessee files for
bankruptcy with the intent of reorganizing its business, we may agree to
adjust our lease terms, including reducing lease payments by a significant
amount. Certain jurisdictions give rights to the trustee in a bankruptcy to
assume or reject the lease or to assign it to a third party, or entitle the
lessee or another third party to retain possession of the aircraft without
paying lease rentals or performing all or some of the obligations under the
relevant lease. If one or more airline bankruptcies result in a larger number
of aircraft being available for purchase or lease over a short period of time,
aircraft values and aircraft lease rates may be depressed, and additional
grounded aircraft and lower market values could adversely affect our ability
to sell our aircraft or lease or remarket our aircraft at favorable rates or
at all.
Our rights upon a lessee default will vary significantly depending upon the
jurisdiction and the applicable law, including the need to obtain a court
order for repossession of the aircraft and/or consents for deregistration or
export of the aircraft. When a defaulting lessee is in bankruptcy additional
limitations may apply. There can be no assurance that jurisdictions that have
adopted the Cape Town Convention, which provides for uniformity and certainty
for repossession of aircraft, will enforce it as written. In addition, certain
of our lessees are owned, in whole or in part, by government-related entities,
which could complicate our efforts to repossess our aircraft in that
government's jurisdiction. Accordingly, we may be delayed in, or prevented
from, enforcing certain of our rights under a lease and in remarketing the
affected aircraft.
If we repossess an aircraft, we may not be able to export or deregister and
profitably redeploy the aircraft in a timely manner or at all. Before an
aviation authority will register an aircraft that has previously been
registered in another country, it must receive confirmation that the aircraft
has been deregistered by that country's aviation authority. In order to
deregister an aircraft, the lessee must comply with applicable laws and
regulations, and the relevant governmental authority must enforce these laws
and regulations. For instance, where a lessee or other operator flies only
domestic routes in the jurisdiction in which the aircraft is registered,
repossession may be more difficult, especially if the jurisdiction permits the
lessee or the other operator to resist deregistration. We may also incur
significant costs in retrieving or recreating aircraft records required for
registration of the aircraft, and in obtaining a certificate of airworthiness
for an aircraft. Upon a lessee default, we may incur significant costs in
connection with repossessing our aircraft and we may be delayed in
repossessing our aircraft or may be unable to obtain possession of our
aircraft.
As a result of the time and process involved with lessee defaults,
reorganizations, bankruptcies or similar proceedings as described above, which
can vary by airline and jurisdiction among other factors, we may experience
lost revenues and additional costs.
We may experience increased competition from other aircraft lessors which may
impact our ability to execute our long-term strategy.
The aircraft leasing industry is highly competitive. Some of our competitors
have greater resources, lower capital costs, the ability to provide financial
or maintenance services, or other inducements to potential lessees or buyers
that we do not have, which could help them compete more effectively in certain
markets we operate in. In addition, some competitors may have higher risk
tolerances, lower investment return expectations or different risk or residual
value assessments, which could allow them to consider a wider variety of
investments, establish more relationships, bid more aggressively on aviation
assets available for sale and offer lower lease rates or sale prices than we
can. The barriers to entry in the aircraft sale and leaseback market are
comparatively low, and new entrants with private equity, hedge fund, or other
funding sources appear from time to time.
Lease competition is driven by lease rates, aircraft availability dates, lease
terms, relationships, aircraft condition, specifications and configuration of
the aircraft necessary to meet the customer's needs. Competition in the used
aircraft market is driven by price, the terms of the lease to which an
aircraft is subject and the creditworthiness of the lessee, if any. Our
inability to compete successfully with our competitors may impact our ability
to execute our long-term strategy.
Our lessees may fail to adequately insure our aircraft or fulfill their
indemnity obligations, or we may not be able to adequately insure our
aircraft, which may result in increased costs and liabilities.
When an aircraft is on lease, we do not directly control its operation.
Nevertheless, because we hold title to the aircraft, we could be sued or held
strictly liable for losses resulting from the operation of such aircraft, or
may be held liable for losses on other legal theories or claims may be made
against us as the owner of an aircraft requiring us to expend resources in our
defense. As a result, we separately purchase contingent liability insurance
and contingent hull insurance on all aircraft in our owned fleet. While we
believe our insurance is adequate both as to coverages and amounts based on
industry standards in the current market, we cannot assure you that we are
adequately insured against all risks and in all territories in which our
aircraft operate. For example, Russia, Ukraine, Belarus and Crimea are now
generally excluded from coverage in our contingent liability, contingent hull
and contingent hull war insurance.
We also separately require our lessees to obtain specified levels of insurance
customary in the aviation industry and indemnify us for, and insure against,
liabilities arising out of the lessee's use and operation of the aircraft.
Lessees are also required to maintain public liability, property damage and
all risk hull and war risk insurance on the aircraft at agreed upon levels.
Some lessees may fail to maintain adequate insurance coverage during a lease
term, which, although in contravention of the lease terms, could necessitate
our taking some corrective action such as terminating the lease or securing
insurance for the aircraft. Moreover, even if our lessees retain specified
levels of insurance, and indemnify us for, and insure against, liabilities
arising out of their use and operation of the aircraft, we cannot assure you
that we will not have any liability.
In addition, there are certain risks or liabilities that we or our lessees may
face, for which insurers may be unwilling to provide coverage or the cost to
obtain such coverage may be prohibitively expensive. For example, insurance
coverage is unavailable for claims resulting from dirty bombs, bio-hazardous
materials and electromagnetic pulsing. Following the Russia-Ukraine conflict,
insurance coverage for claims resulting from acts of terrorism or war are
subject to increased coverage limitations and increased premiums.
Even where we, or our lessees, have insurance, we or they may face
difficulties in recovering losses under such policies. Disputes with insurers
over the extent of coverage are common and insurance claims may take years to
fully resolve and we, or our lessees, may not ultimately be successful in
recovering losses under insurance policies. Pursuing insurance claims may also
require us to incur legal, regulatory and other enforcement costs for which we
may not be entitled to reimbursement. For example, we and certain of our
subsidiaries submitted insurance claims to recover losses relating to aircraft
detained in Russia, and certain of such claims remain outstanding and subject
to litigation.
Accordingly, our or our lessees' insurance coverage could be insufficient to
cover all claims that could be asserted against us arising from the operation
of our aircraft. Inadequate insurance coverage or default by lessees in
fulfilling their indemnification or insurance obligations will reduce the
proceeds that would be received by us if we are sued and are required to make
payments to claimants. Moreover, our and our lessees' insurance coverage is
dependent on the financial condition of insurance companies, which might be
unable or unwilling to pay claims.
Our or our lessees' failure to adequately insure our aircraft, or our lessees'
failure to fulfill their indemnity obligations to us, could reduce insurance
proceeds otherwise payable to us in certain cases, may result in increased
costs and liabilities for our business.
We may experience the death, incapacity or departure of one of our key
officers which may negatively impact our business.
We believe our senior management's reputation and relationships with lessees,
manufacturers, buyers and financiers of aircraft are a critical element to our
business. We depend on the diligence, skill and network of business contacts
of our management team. Our future success will depend, to a significant
extent, upon the continued service of our senior management team,
particularly: Mr. Plueger, our Chief Executive Officer and President; and our
other senior officers, each of whose services are critical to the success of
our business strategies. We do not have employment agreements with Mr. Plueger
and our other senior officers for their services at Air Lease Corporation,
although one of our Irish subsidiaries has limited duration employment
agreements under which Mr. Plueger and certain of our other senior officers
may terminate their employment at any time. If we were to lose the services of
any of the members of our senior management team, it may negatively impact our
business.
A cyberattack or other interruption could lead to a material disruption of our
information technology ("IT") systems or the IT systems of our third-party
providers and the loss of information, which may hinder our ability to conduct
our business effectively and may result in lost revenues and additional costs.
We depend on our and our third-party provider's IT systems to conduct our
operations. Such systems are subject to damage or interruption from power
outages, computer and telecommunications failures, computer viruses, security
breaches, ransomware attacks, social-engineering attacks (including through
phishing attacks), malicious code (such as viruses and worms), malware
(including as a result of advanced persistent threat intrusions), fire and
natural disasters, and other similar threats. In particular, severe ransomware
attacks are becoming increasingly prevalent and can lead to significant
interruptions in our operations, loss of sensitive information and income,
reputational harm, and diversion of funds. Extortion payments may alleviate
the negative impact of a ransomware attack, but we may be unwilling or unable
to make such payments due to applicable laws or regulations prohibiting such
payments. Damage or interruption to such IT systems or our data may require
significant investment to fix or replace, and we may suffer operational
interruptions. Potential interruptions associated with the implementation of
new or upgraded systems and technology or with maintenance of existing systems
could also disrupt or reduce operational efficiency. Remote work by our
employees also increases risks to our IT systems and data, as our employees
utilize network connections, computers and devices outside our premises or
network, including working at home and while traveling.
Parts of our business depend on the secure operation of our and our
third-party providers' IT systems to manage, process, store, and transmit
sensitive information, including our proprietary information and that of our
customers, suppliers and employees and aircraft leasing information. We have
experienced threats to our data and systems, including malware and computer
virus attacks. A cyberattack could adversely impact our operations and lead to
the loss of sensitive information, including our proprietary information and
that of our customers, suppliers and employees. Such losses could result in
material adverse consequences, such as competitive disadvantages, litigation,
regulatory enforcement actions, lost revenues, reputational harm,
interruptions in our operations, additional costs and liabilities. Applicable
data privacy and security obligations require us to notify relevant
stakeholders of certain cyberattacks or make disclosures to applicable
regulatory bodies. Such disclosures are costly, and the disclosure or the
failure to comply with such requirements could lead to adverse consequences.
While we devote resources to maintaining and developing cyber-security
measures, our resources and technical sophistication may be unable to prevent
all types of cyberattacks. We take steps designed to detect and remediate
vulnerabilities in our IT systems, but we may not be able to detect and
remediate all vulnerabilities including on a timely basis. These
vulnerabilities could be exploited and result in a cyberattack. Further, we
may experience delays in developing and deploying remedial measures designed
to address identified vulnerabilities. A cyberattack leading to a disruption
of our IT systems or of those of our third-party providers may negatively
affect our ability to conduct our business effectively and may result in lost
revenues and additional costs.
Conflicts of interest between us and clients utilizing our fleet management
services could arise which may result in legal challenges or reputational
harm.
Conflicts of interest may arise between us and customers from our managed
business who hire us to perform fleet management services such as leasing,
acquisition and sales services. These conflicts may arise because services we
provide for these clients are also services which we provide for our own
fleet, including placement of aircraft with lessees. Our current fleet
management services agreements provide that we will use our reasonable
commercial efforts in providing services. Nevertheless, despite these
contractual waivers, competing with our fleet management clients in practice
may result in strained relationships with them. Any conflicts of interest that
arise between us and the clients which utilize our fleet management services
may result in legal challenges or reputational harm to our business.
We may encounter disputes, deadlock or other conflicts of interest with
investment partners of entities in which we have minority interests and for
which we serve as manager of the aircraft owned by the entities which may
result in legal challenges, reputational harm or loss of fee income.
We own non-controlling interests in entities that invest in aircraft and lease
them to airlines or facilitate the sale and continued management of aircraft
assets. Additionally, we may also acquire interests in similar entities
controlled by third parties in order to take advantage of favorable financing
opportunities or tax benefits, to share capital and/or operating risk, and/or
to earn fleet management fees. Such interests involve significant risks that
may not be present with other methods of ownership, including that:
• we may not realize a satisfactory return on our investment;
• the investment may divert management's attention from our core
business;
• our investment partners could have investment goals that are not
consistent with our investment objectives, including the timing, terms and
strategies for any investments;
• our investment partners may fail to fund their share of required
capital contributions or fulfill their other obligations; and
• our investment partners may have competing interests in our
markets that could create conflict of interest issues, particularly if
aircraft owned by the applicable investment entity are being marketed for
lease or sale at a time when we also have comparable aircraft available for
lease or sale.
The agreements governing these entities typically provide the non-managing
investment partner certain veto rights over various significant actions and
the right to remove us as the manager under certain circumstances. If we were
to be removed as the manager from a managed fleet portfolio, our reputation
may be harmed and we would lose the benefit of future management fees. In
addition, we might reach an impasse that could require us to dissolve the
investment entity at a time and in a manner that could result in our losing
some or all of our original investment in such entity, which may result in
losses on our investment and potential legal challenges or reputational harm.
Macroeconomic and global risks relating to our business
Events outside of our control, including the threat or realization of epidemic
diseases, natural disasters, terrorist attacks, war or armed hostilities
between countries or non-state actors, may adversely affect the demand for air
travel, the financial condition of our lessees and of the aviation industry
more broadly, or our operations and may ultimately impact our business.
Air travel has historically been disrupted, sometimes severely, by the
occurrence of events outside of our and our lessees control and these
disruptions have adversely affected, and may in the future adversely affect,
our business and financial condition. For example, the COVID-19 pandemic and
related travel restrictions significantly impacted air travel and our results
of operations through weaker demand for used aircraft, increased defaults,
bankruptcies or reorganizations of our lessees, increased requests for lease
deferrals, and delays in delivery of aircraft. Future epidemic diseases and
other diseases, or the fear of such events could provoke responses that
negatively affect passenger air travel.
Air travel has also been disrupted by the occurrence of natural disasters and
other natural phenomena, such as extreme weather conditions, floods, fires,
hurricanes, earthquakes, and volcanic eruptions. Disruptions due to natural
disasters may become more frequent or severe.
Terrorist attacks, war or hostilities between countries or non-state actors,
including the fear of such events may adversely affect our business and
financial condition. For example, as a result of the Russia-Ukraine conflict,
we recorded a net write-off of our interests in our owned and managed aircraft
detained in Russia totaling approximately $771.5 million for the year ended
December 31, 2022.
The occurrence of any of the events described above, or multiple such events,
could cause our lessees to experience decreased passenger demand, to incur
higher costs, or to generate lower revenues, which could adversely affect
their ability to make lease payments to us or to obtain the types and amounts
of insurance we require. This in turn could lead to lease restructurings and
repossessions, impair our ability to remarket or otherwise dispose of aircraft
on favorable terms or at all, or reduce the proceeds we receive for our
aircraft in a disposition which may ultimately impact our business.
Aircraft oversupply in the industry could decrease the value and lease rates
of the aircraft in our fleet resulting in an impact to our earnings and cash
flows.
The aircraft leasing business has experienced periods of aircraft oversupply
at various times in the past, including during the COVID-19 pandemic, as a
result of the 2008 financial crisis and during the period following the
September 11, 2001 terrorist attacks. The oversupply of a specific type of
aircraft is likely to depress the lease rates for, and the value of, that type
of aircraft, including upon sale. Further, over recent years, the airline
industry has committed to a significant number of aircraft deliveries through
order placements with manufacturers, and in response, aircraft manufacturers
have generally raised their production output. Increases in production levels
could result in an oversupply of relatively new aircraft if growth in airline
traffic does not meet airline industry expectations. Additionally, if overall
lending capacity to purchasers of aircraft does not increase in line with the
increased aircraft production levels, the cost of lending or ability to obtain
debt to finance aircraft purchases could be negatively affected. Oversupply
may produce sharp and prolonged decreases in market lease rates and residual
values and may affect our ability to remarket or sell at a profit, or at all,
some of the aircraft in our fleet which would impact our earnings and cash
flows.
Export and import restrictions and tariffs may impact where we can place and
deliver our aircraft and negatively impact our ability to execute on our
long-term strategy.
Existing export restrictions impact where we can place and deliver our
aircraft. New export restrictions, including those implemented quickly or as a
result of geopolitical events, may impact where we can place and deliver our
aircraft or the ability of our lessees to operate our aircraft in certain
jurisdictions, which may negatively impact our earnings and cash flows. For
example, in early 2022, in connection with the ongoing conflict between Russia
and Ukraine, the United States, European Union, United Kingdom and others
imposed economic sanctions and export controls against certain industry
sectors and parties in Russia. These sanctions include closures of airspace
for aircraft operated by Russian airlines, bans on the leasing or sale of
aircraft to Russian controlled entities, bans on the export and re-export of
aircraft and aircraft components to Russian controlled entities or for use in
Russia, and corresponding prohibitions on providing technical assistance,
brokering services, insurance and reinsurance, as well as financing or
financial assistance. While we terminated all of our leasing activities in
Russia in March 2022, these sanctions and export controls continue to place
restrictions on where and how certain of our lessees can operate aircraft they
lease from us. In addition, import restrictions could impact the costs of
aircraft manufactured in the United States and the ability to lease certain
aircraft in the United States. On May 1, 2025, the U.S. Department of Commerce
initiated an investigation into the effects on national security of imports of
commercial aircraft and jet engines. It is unclear what the outcome of this
investigation will be and what impact, if any, it will have on the aviation
sector.
Tariffs can also impact our ability to place and deliver aircraft. Without the
continuation of industry wide exemptions, tariffs could result in higher costs
for certain imported aircraft that an airline may not be willing to assume.
Our leases are primarily structured as triple net leases, whereby the lessee
is responsible for all operating costs including the costs associated with the
importation of aircraft. Our lessees are generally obligated to pay such
tariffs to customs authorities. If lessees are unwilling or unable to assume
such costs, it could have an adverse impact on demand for commercial aircraft
or result in lease cancellations for those of our customers whose aircraft
delivery has been delayed by over one year and who hold lease cancellation
rights. Additionally, tariffs are likely to also increase aircraft acquisition
costs and the costs of components and materials that we purchase, both for
existing aircraft in our orderbook and future aircraft orders. More broadly,
the impact of such tariffs or uncertainty as a result of such tariffs, is
likely to have near term negative impact on the global economy and may serve
to reduce demand for air travel which could negatively impact our business.
Changes to tariff policy in the U.S. and the reaction from the U.S.'s trading
partners has resulted in trade policy uncertainty and an escalation in trade
tensions, resulting in significant market volatility. In April 2025, the U.S.
imposed baseline tariffs on all countries and individualized higher tariffs on
nations with which the U.S. assesses that it has the largest trade deficits,
while retaliatory tariffs by other countries, such as China and Canada, have
been imposed on U.S. products and goods; however, aircraft and aircraft parts
were generally exempted. On January 29, 2026, the U.S. administration
threatened to impose a 50% tariff on Canadian manufactured aircraft imported
into the U.S. As of the date of this filing, such threats have not resulted in
the imposition of additional tariffs. We currently have four aircraft placed
for delivery from our orderbook that would subject to such additional tariff
if implemented.
In August and September, 2025, the U.S. government implemented trade
frameworks with the European Union (the "E.U."), the United Kingdom (the
"U.K.") and Japan that allow for the importation of aircraft and aircraft
parts into the US duty free. Generally, Boeing aircraft manufactured in the
U.S. and delivered to customers in other countries may be subject to tariffs;
however, the trade framework with the E.U. the U.K. and Japan preserves the
zero tariff regime on Boeing and Airbus aircraft and parts imported into the
U.S. and the E.U., the U.K. and Japan, respectively. As of the date of this
filing, we had no aircraft placed for delivery from our orderbook that are
expected to be subject to existing tariffs. As of December 31, 2025,
approximately 0.8% of our aircraft by net book value are on lease to lessees
located in China, and we do not have any scheduled future aircraft deliveries
to Chinese airline customers.
We cannot predict what further actions may ultimately be taken with respect to
export controls, tariffs or trade relations between the U.S. and other
countries. 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 export controls, capital controls or tariffs, may
affect the demand for aircraft from our orderbook, increase the cost of
aircraft components, delay production, impact the competitive position of
certain aircraft manufacturers or prevent aircraft manufacturers from being
able to sell aircraft in certain countries. While some trade negotiations are
underway, resolution of these trade disputes and associated tariff rates
remain uncertain, with unpredictable long-term implications for the global
supply chain and economic stability. In turn, this may impact where we can
place and deliver our aircraft which may negatively impact our ability to
execute on our long-term strategy.
We are subject to the economic and political risks associated with doing
business around the world, including in emerging markets, which may expose our
business to heightened risks and negatively impact our earnings and cash
flows.
The emerging market countries in which we operate could face economic and
geopolitical challenges and may experience significant fluctuations in gross
domestic product, interest rates and currency exchange rates, as well as civil
disturbances, government instability, nationalization and expropriation of
private assets and the imposition of unexpected taxes or other charges by
government authorities. This can result in economic and political instability
which could negatively affect the ability of our lessees to meet their lease
obligations leading to higher default rates, which could cause us to record
asset write-offs. For example, during the year ended December 31, 2022, we
recognized a net loss from asset-write-offs of our interests in owned and
managed aircraft detained in Russia as a result of the Russia-Ukraine conflict
totaling approximately $771.5 million. We also may experience challenges in
leasing or re-leasing aircraft in markets experiencing economic instability.
In addition, legal systems in markets in which we operate may have different
liability standards, which could make it more difficult for us to enforce our
legal rights in such countries, while legal systems in emerging market
countries may be less developed and less predictable. Doing business in
countries around the world, including in emerging markets, has and may
continue to expose us to heightened risks and negatively impact our earnings
and cash flows.
Changes in fuel costs could negatively affect our lessees' ability to honor
the terms of their leases and by extension the demand for our aircraft.
Historically, fuel prices have fluctuated widely depending primarily on
international market conditions, geopolitical and environmental events, and
currency exchange rates. The cost of fuel represents a major expense to
airlines that is not within their control. Significant increases in fuel costs
or ineffective hedges can adversely affect their operating results. Due to the
competitive nature of the aviation industry, operators may be unable to pass
on increases in fuel prices to their customers by increasing fares in a manner
that fully offsets increased fuel costs. In addition, they may not be able to
manage this risk by appropriately hedging their exposure to fuel price
fluctuations. Airlines that do hedge their fuel costs can also be adversely
affected by swift movements in fuel prices if such airlines are required as a
result to post cash collateral under hedge agreements. Therefore, if fuel
prices materially increase or show significant volatility, our lessees are
likely to incur higher costs or generate lower revenues, which may affect
their ability to meet their obligations to us. A sustained period of lower
fuel costs may also adversely affect regional economies in which certain of
our lessees operate or demand for fuel-efficient aircraft. Should changes in
fuel costs negatively affect our lessees or demand for our aircraft, we may
experience lost revenues and reduced net income.
The appreciation of the U.S. dollar could negatively impact our lessees'
ability to honor the terms of their leases, which are generally denominated in
U.S. dollars, and may result in lost revenues and reduced net income.
Many of our lessees are exposed to currency risk due to the fact that they
earn revenues in their local currencies while a significant portion of their
liabilities and expenses are denominated in U.S. dollars, including their
lease payments to us, as well as fuel expenses. For the year ended December
31, 2025, more than 95% of our revenues were derived from customers who have
their principal place of business outside the U.S. and most leases designated
payment currency is U.S. dollars. The ability of our lessees to make lease
payments to us in U.S. dollars may be adversely impacted in the event of an
appreciating U.S. dollar. This is particularly true for non-U.S. airlines
whose operations are primarily domestic. Shifts in foreign exchange rates can
be significant, are difficult to predict, and can occur quickly. Should our
lessees be unable to honor the terms of their leases due to the appreciation
of the U.S. dollar, we may experience lost revenues and reduced net income.
Regulatory, tax and legal risks relating to our business
Income and other taxes could negatively affect our business and operating
results due to our multi-jurisdictional operations.
We operate in multiple jurisdictions, the income and other tax regimes of
which may be unsettled and subject to change. If we are unable to execute our
business in jurisdictions with favorable tax treatment, our operations may be
subject to significant income and other taxes. Moreover, because our aircraft
are operated by our lessees in multiple states and foreign jurisdictions, we
may have nexus or taxable presence as a result of our aircraft landings in
such states or foreign jurisdictions, which may result in our being subject to
various foreign, state and local taxes in such jurisdictions. Further, any
changes in tax laws in any of the jurisdictions in which we are subject to
income or other taxes, such as increases in tax rates or limitations on our
ability to deduct certain expenses from taxable income, such as depreciation
expense and interest expense, could materially affect our tax obligations and
effective tax rate. To the extent any such changes occur within the United
States, whether under U.S. federal, state or local tax law, we may be
disproportionately impacted as compared to our competitor aircraft lessors.
For example, certain provisions of the Tax Cuts and Jobs Act that phased into
effect in 2022 and were subsequently modified by recent legislation commonly
referred to as the One Big Beautiful Bill Act of 2025 (the "Act") limit our
ability to deduct interest expense from taxable income in future financial
statements. Also, the Inflation Reduction Act of 2022 added, among other
things, a 15% minimum tax on the adjusted financial statement income of
certain large corporations, as well as a 1% excise tax on the net amount of
certain stock repurchases by domestic public corporations. Further, the Act
enacted additional changes to the U.S. tax law, including modifications to
limitations on deductions for interest expense and accelerated fixed asset
depreciation that impacted us starting in 2025. Our tax obligations and
effective tax rate could also increase as a result of international tax
developments, including the implementation of the base erosion and profit
shifting ("BEPS") project that was led by the Organization for Economic
Cooperation and Development ("OECD"), a coalition of member countries. The
OECD recommended changes to numerous long-standing tax principles, including
the implementation of a minimum global effective tax rate of 15%. A number of
countries in which we conduct business have enacted, or are in the process of
enacting, core elements of these rules. We continue to monitor developments
and evaluate the impacts of these new rules, including on our effective tax
rates and our eligibility to qualify for transition and safe harbor rules. It
is possible that these changes, or other tax law changes or interpretations,
could increase our compliance costs or future tax liabilities, or otherwise
adversely affect our financial results.
Environmental regulations, fees, taxes and reporting, and other concerns may
negatively affect demand for our aircraft, reduce travel and ultimately impact
the operating results of our customers.
The airline industry is subject to increasingly stringent and evolving
environmental laws, regulations, fees, taxes and reporting of air emissions,
water surface and subsurface discharges, safe drinking water, aircraft noise,
the management of hazardous substances, oils and waste materials and other
regulations affecting aircraft operations. Governmental regulations and
reporting regarding aircraft and engine noise and emissions levels apply based
on where the relevant aircraft is registered and operated. These regulations,
as well as the potential for new and more stringent regulations, could limit
the economic life of aircraft and engines, reduce their value, limit our
ability to lease or sell the non-compliant aircraft and engines or, if engine
modifications are permitted, require us to make significant additional
investments in the aircraft and engines to make them compliant. Further,
compliance with current or future regulations, fees, taxes and reporting
imposed to address environmental concerns could cause our lessees to incur
higher costs and to generate lower revenues, which could adversely affect
their ability to make lease payments to us.
The airline industry has come under scrutiny by the press, public and
investors regarding environmental impacts of air travel. If such scrutiny
results in reduced air travel, it may negatively affect demand for our
aircraft, lessees' ability to make lease payments and reduce the value we
receive for our aircraft upon sale. In addition, increased focus on the
environmental impact of air travel has led to the emergence of numerous
sustainability initiatives, including the development of sustainable aviation
fuel, and electric and hydrogen powered aircraft. While these sustainability
initiatives are in the early stages of development, if alternative aircraft
technology develops to the point of commercial viability and become widely
accepted, we may not be able to adjust our orderbook in a timely manner and
could be required to incur increased costs and significant capital investments
to transition to such technology.
Climate change may have a long-term impact on our business.
There are inherent climate-related risks wherever our business is conducted.
Changes in market dynamics, stakeholder expectations, local, national and
international climate change policies, could disrupt our business and
operations. Various jurisdictions have announced sustainability initiatives to
reduce carbon emissions, explore sustainable aviation fuels, require tracking
and disclosure of emissions metrics, or the establishment of sustainability
measures and targets. Climate and environmental regulations may impact the
types of aircraft we target for investment and the demand for certain aircraft
and engine types, and could result in a significant increase in our aircraft
costs and may adversely affect future revenue, cash flows and financial
performance. Failure to address climate regulations and policies could result
in greater exposure to economic and other risks.
Risks and requirements related to transacting business in foreign countries
may result in increased liabilities including penalties and fines as well as
reputational harm.
Our international operations expose us to trade and economic sanctions and
other restrictions imposed by the United States or other governments or
organizations. The U.S. Departments of Justice, Commerce, State and Treasury,
and other foreign authorities have a broad range of civil and criminal
penalties they may seek to impose against corporations and individuals for
violations of economic sanctions laws, export control laws, the Foreign
Corrupt Practices Act ("FCPA") and other federal statutes and regulations,
including the International Traffic in Arms Regulations and those established
by the Office of Foreign Assets Control ("OFAC"), laws and regulations
applicable to our operations in Ireland and Hong Kong and, increasingly,
similar or more restrictive foreign laws, rules and regulations, including the
U.K. Bribery Act ("UKBA"), which may also apply to us. Under these laws and
regulations, the government may require export licenses, or impose
restrictions that would require modifications to business practices, including
cessation of business activities in sanctioned countries or with sanctioned
persons or entities, and modifications to compliance programs, which may
increase compliance costs. Failure to implement changes may subject us to
fines, penalties and other sanctions.
We have training programs in place for our employees with respect to FCPA,
OFAC, UKBA, export controls and similar laws and regulations, but we cannot
assure that our employees, consultants, sales agents, or associates will not
engage in unlawful conduct for which we may be held responsible or that our
business partners, including our lessees will not engage in conduct that could
affect their ability to perform their contractual obligations and result in
our being held liable for such conduct. Violation of laws or regulations may
result in increased liabilities including penalties and fines as well as
reputational harm.
A lessee's failure to obtain required licenses, consents and approvals could
negatively affect our ability to remarket or sell aircraft.
Airlines are subject to extensive regulation in the jurisdictions in which
they are registered and operate. As a result, we expect some of our leases
will require licenses, consents or approvals, including consents from
governmental or regulatory authorities for certain payments under our leases
and for the import, export or deregistration of aircraft. Subsequent changes
in applicable law or administrative practice may require additional licenses
and consents or result in revocation of prior licenses and consents.
Furthermore, consents needed in connection with our repossession or sale of an
aircraft may be withheld. Any of these events could negatively affect our
ability to remarket or sell aircraft.
Data privacy risks, including evolving laws, regulations, and other
obligations and compliance efforts, may result in business interruption and
increased costs and liabilities.
Laws, regulations and other obligations (including applicable guidance,
industry standards, external and internal privacy and security policies and
contractual requirements) relating to personal data constantly evolve, as
federal, state and foreign governments continue to adopt new measures
addressing data privacy and processing (including collection, storage,
transfer, disposal, disclosure, security and use) of personal data. The
interpretation and application of many existing privacy and data protection
laws and regulations in the U.S. (including the California Consumer Privacy
Act, as amended ("CCPA")), Europe (including the E.U.'s General Data
Protection Regulation) and elsewhere impose stringent obligations on
processing personal data and impose significant fines. For example, the CCPA,
which applies to business representative and other types of personal data of
California residents, provides for civil penalties and allows private
litigants affected by certain data breaches to recover significant statutory
damages. Additionally, the U.S. Department of Justice issued a rule entitled
Preventing Access to U.S. Sensitive Personal Data and Government-Related Data
by Countries of Concern or Covered Persons, which places additional
restriction on certain data transactions involving countries of concern (e.g.,
China, Russia) and covered persons that may impact certain business activities
such as vendor engagements, sale or sharing of data, employment of certain
individuals, and investor agreements. Violations of the rule could lead to
significant civil and criminal fines and penalties. Such laws and regulations
may be interpreted or applied in a manner that is inconsistent with each other
and may complicate our existing data management practices. Evolving compliance
and operational requirements under the privacy laws of the jurisdictions in
which we operate, regulations, and other obligations have become increasingly
burdensome and complex. We are also bound by contractual obligations related
to data privacy and security, and our efforts to comply with such obligations
may not be successful. Privacy-related claims or lawsuits initiated by
governmental bodies, customers or other third parties (including class action
claims), costly enforcement actions (including regulatory proceedings,
investigations, fines, penalties, audits, and inspections), or mass
arbitration demands, penalties and fines, require us to change our business
practices or cause business interruptions and may lead to administrative,
civil, or criminal liability.
Risk factors relating to investment in our Class A common stock
Provisions in Delaware law and our restated certificate of incorporation and
amended and restated bylaws may inhibit a takeover of us, which could entrench
management or cause the price of our Class A common stock to decline.
Our restated certificate of incorporation and amended and restated bylaws
contain provisions that may discourage unsolicited takeover proposals that
stockholders consider to be in their best interests, including the ability of
our board of directors to issue new series of preferred stock, prohibitions on
stockholders calling special meetings, and advance notice requirements for
stockholder proposals and director nominations. Further, we have not opted out
of Section 203 of the Delaware General Corporation Law, which prohibits a
public Delaware corporation from engaging in certain business combinations
with an "interested stockholder" (as defined in such section) for three years
following the time that such stockholder became an interested stockholder
without the prior consent of our board of directors. Section 203 of the
Delaware General Corporation Law, and these charter and bylaws provisions, may
make the removal of our management more difficult, impede a merger or other
business combination or discourage a potential acquirer from making a tender
offer for our Class A common stock, which could reduce the market price of our
Class A common stock.
Our amended and restated bylaws provide that the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for substantially all
disputes between us and our stockholders, which could limit our stockholders'
ability to obtain a favorable judicial forum for disputes with us or our
directors, officers or other employees or stockholders.
Our amended and restated bylaws provide that, unless we consent in writing to
the selection of an alternative forum, the Court of Chancery of the State of
Delaware is the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of us, (ii) any action or proceeding asserting a
claim of breach of a fiduciary duty owed by any of our current or former
directors, officers or other employees or stockholders, (iii) any action
asserting a claim arising pursuant to any provision of the Delaware General
Corporation Law, or our restated certificate of incorporation or amended and
restated bylaws, or as to which the Delaware General Corporation Law confers
jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any
action asserting a claim governed by the internal affairs doctrine. This
exclusive forum provision is intended to apply to claims arising under
Delaware state law and would not apply to claims brought pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") or Securities Act of 1933
(the "Securities Act"), each as amended, or any other claim for which the
federal courts have exclusive jurisdiction. The exclusive forum provision in
our amended and restated bylaws will not relieve us of our duties to comply
with the federal securities laws and the rules and regulations thereunder, and
our stockholders will not be deemed to have waived our compliance with these
laws, rules and regulations. The exclusive forum provision in our amended and
restated bylaws may limit a stockholder's ability to bring a claim in a
judicial forum of its choosing for disputes with us or our directors, officers
or other employees or stockholders, which may discourage lawsuits against us
and our directors, officers and other employees and stockholders. In addition,
stockholders who do bring a claim in the Court of Chancery of the State of
Delaware could face additional litigation costs in pursuing any such claim,
particularly if they do not reside in or near Delaware. The Court of Chancery
of the State of Delaware may also reach different judgments or results than
other courts, including courts where a stockholder would otherwise choose to
bring the action, and such judgments or results may be more favorable to us
than to our stockholders. However, the enforceability of similar exclusive
forum provisions in other companies' certificates of incorporation has been
challenged in legal proceedings, and it is possible that a court could find
this type of provision to be inapplicable to, or unenforceable in respect of,
one or more of the specified types of actions or proceedings. If a court were
to find the exclusive forum provision contained in our amended and restated
bylaws to be inapplicable or unenforceable in an action, we might incur
additional costs associated with resolving such action in other jurisdictions.
Future offerings of debt or equity securities by us may adversely affect the
market price of our Class A common stock.
We may obtain financing or further increase our capital resources by issuing
additional shares of Class A common stock, or additional series of preferred
stock, or offering debt or additional equity securities, including commercial
paper, medium-term notes, senior or subordinated notes, or new convertible or
preferred securities. Issuing additional shares of Class A common stock or
other equity may dilute the economic and voting rights of our existing
stockholders or reduce the market price of our Class A common stock. Upon
liquidation, holders of our debt securities, our outstanding preferred stock,
and any new series of preferred stock, if issued, and lenders with respect to
other borrowings, would receive a distribution of our available assets prior
to the holders of our Class A common stock. Our outstanding preferred stock
have preferences with respect to liquidating distributions and dividend
payments which limit our ability to pay dividends to our Class A common
stockholders, subject to certain conditions. Any new series of preferred stock
could have similar or different preferences. Our decision to issue securities
in the future will depend on market conditions and we cannot predict the
amount, timing or nature of such issuances, which could be dilutive to Class A
stockholders and reduce the market price of our Class A common stock. We are
subject to certain restrictions on our business activities pursuant to the
Merger Agreement, including restrictions on our ability to issue additional
debt and equity. See "Part I-Item 1A. Risk Factors-Risks Relating to the
Merger" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources-Financing
Restrictions Under the Merger Agreement for more information.
We may not be able to continue, or may elect to discontinue, paying dividends
which may adversely affect our stock price.
Current dividends may not be indicative of future dividends, and our ability
to continue to pay or increase dividends to our shareholders is subject to our
board of director's discretion and depends on: our ability to comply with
covenants imposed by our financing agreements and our outstanding preferred
stock that limit our ability to pay dividends and make certain restricted
payments; difficulties in raising additional capital and our ability to
finance our aircraft acquisition commitments; our ability to re-finance our
long-term debt before it matures; our ability to negotiate favorable lease
rates and other contractual terms; demand for our aircraft; the economic
condition of the commercial aviation industry generally; the financial
condition and liquidity of our lessees; unexpected or increased expenses; the
level and timing of aircraft investments, principal repayments and other
capital needs; the value of our fleet; our results of operations and general
business conditions; legal restrictions on the payment of dividends and other
factors that our board of directors deems relevant. In the future we may elect
not to pay dividends, be unable to pay dividends or maintain or increase our
current level of dividends, which may negatively affect our stock price. We
are subject to certain restrictions on our business activities pursuant to the
Merger Agreement, including restrictions on our ability to pay dividends
(subject to limited exceptions, including payment of regular quarterly cash
dividends in accordance with past practice and payment of preferred stock
dividends as required by the applicable certificate of designation). See "Part
I-Item 1A. Risk Factors-Risks Relating to the Merger" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources-Financing Restrictions Under the
Merger Agreement for more information.
Future sales of our Class A common stock by our directors, executive officers
or significant stockholders, or the perception these sales may occur, may
cause our stock price to decline.
If our directors, executive officers or other affiliates, sell substantial
amounts of our Class A common stock in the public market, or are perceived as
intending to sell, the price of our Class A common stock could decline. Shares
of our Class A common stock underlying any outstanding restricted stock unit
awards are reserved for issuance under the Air Lease Corporation 2014 Equity
Incentive Plan or Air Lease Corporation 2023 Equity Incentive Plan, as
applicable, and have been registered on Form S-8 under the Securities Act, and
will become eligible for sale in the public markets upon vesting, subject to
Rule 144 limitations applicable to affiliates or the registration of the
resale with the SEC. The sale of these shares could impair our ability to
raise capital through the sale of equity or equity related securities. In
addition, a significant number of shares of our Class A common stock may be
sold in the public market by any selling stockholders listed in a prospectus
we may file with the SEC and such sales, or the perception they may occur,
could adversely affect prices for our Class A common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Our cybersecurity program includes the assessment, identification and
management of material risks from cybersecurity threats (as such term is
defined in Item 106(a) of Regulation S-K). To identify and assess material
risks from cybersecurity threats, our annual enterprise risk management
assessment considers cybersecurity threat risks alongside other risks as part
of our overall risk assessment process. In addition, we engage with
consultants, internal and external auditors and other third parties to gather
certain insights designed to identify and assess material cybersecurity threat
risks, their severity and potential mitigations. We also employ a range of
tools and services, depending on the environment, including network and
endpoint monitoring, vulnerability assessments, penetration testing and
tabletop exercises, to inform our cybersecurity risk identification and
assessment. We use third-party service providers to perform a variety of
functions throughout our business, such as professional services firms and
cybersecurity software providers. Depending on the nature of the services
provided and the identity of the provider, our vendor management process may
involve different levels of assessment designed to help identify cybersecurity
risks. As part of our cybersecurity program, we maintain an incident response
plan that includes processes to assess the severity of, escalate, contain,
investigate and remediate certain cybersecurity incidents, as well as to
comply with applicable reporting obligations.
Our board of directors has delegated oversight of our cybersecurity program,
which includes oversight of cybersecurity threats, to the audit committee.
Throughout the year at each quarterly meeting, the audit committee receives
updates on our cybersecurity program from senior management, including in
connection with program enhancements, audits of the program and employee
cybersecurity training. Our Head of Information Technology is a Certified
Information Systems Security Professional who has provided program management
and enterprise cybersecurity services across different organizations for over
twenty years, has a Master of Information Technology Management and is
responsible for day-to-day assessment and management of our information
systems and cybersecurity program. Our Head of Information Technology reports
directly to our Chief Financial Officer.
For a description of the risks from cybersecurity threats that may materially
affect us, including our business strategy, results of operations or financial
condition, and how they may do so, see our risk factors under Part 1. Item 1A.
Risk Factors in this Annual Report on Form 10-K, including "A cyberattack
could lead to a material disruption of our information technology ("IT")
systems or the IT systems of our third-party providers and the loss of
business information, which may hinder our ability to conduct our business
effectively and may result in lost revenues and additional costs."
ITEM 2. PROPERTIES
Flight Equipment
As of December 31, 2025, we owned 490 aircraft, comprised of 352 narrowbody
aircraft and 138 widebody aircraft. Our fleet has a weighted average age of
4.9 years.
The following table shows the scheduled lease terminations (for the minimum
non-cancellable period which does not include contracted unexercised lease
extension options) of our owned aircraft as of December 31, 2025, updated
through February 12, 2026:
Aircraft Type 2026 2027 2028 2029 2030 Thereafter Total
Airbus A220-100 - - - - - 8 8
Airbus A220-300 - 2 - - - 31 33
Airbus A320-200 2 1 - 1 - 13 17
Airbus A320-200neo - 3 4 3 3 10 23
Airbus A321-200 1 3 6 5 2 - 17
Airbus A321-200neo 1 6 6 10 8 78 109
Airbus A330-200((1)) - - 3 6 - 4 13
Airbus A330-300 - 1 1 1 1 1 5
Airbus A330-900neo - - - 1 - 27 28
Airbus A350-900 - - - - - 17 17
Airbus A350-1000 - - - - - 8 8
Boeing 737-800 5 8 10 6 2 7 38
Boeing 737-8 MAX - 4 4 1 9 53 71
Boeing 737-9 MAX - - - 1 2 32 35
Boeing 777-200ER - 1 - - - - 1
Boeing 777-300ER - 1 5 2 6 9 23
Boeing 787-9 1 - 3 4 3 15 26
Boeing 787-10 - - - - - 17 17
Embraer E190 - - - - 1 - 1
Total((2)) 10 30 42 41 37 330 490
(1) As of December 31, 2025 and 2024, aircraft count includes three and two
Airbus A330-200 aircraft classified as freighters, respectively.
(2) As of December 31, 2025 and 2024, our owned fleet count included 12 and
30 aircraft classified as flight equipment held for sale, respectively, and 16
and 15 aircraft classified as net investments in sales-type leases,
respectively.
Commitments
As of December 31, 2025, we had contractual commitments to acquire a total of
218 new aircraft from Airbus and Boeing for delivery through 2031, with an
estimated aggregate commitment (including adjustments for anticipated
inflation) of $12.6 billion as shown in the following tables. The tables are
subject to change based on Airbus and Boeing delivery delays. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Our Fleet-Aircraft Delivery Delays" for more information. For more
information on the risks and uncertainties impacting our aircraft deliveries,
see "Part I-Item 1A. Risk Factors" in this Annual Report on Form 10-K.
Contractual commitment schedule
Estimated Delivery Years
Aircraft Type 2026 2027 2028 2029 2030 Thereafter Total
Airbus A220-100/300 3 8 14 8 - - 33
Airbus A320/321neo((1)) 20 38 34 34 - - 126
Airbus A330-900neo 1 - - - - - 1
Boeing 737-8/9 MAX 23 21 2 - - 5 51
Boeing 787-9/10 6 1 - - - - 7
Total((2)(3)) 53 68 50 42 - 5 218
(1) Our Airbus A320/321neo aircraft orders include 13 long-range variants
and 48 extra long-range variants.
(2) The table above reflects Airbus and Boeing aircraft delivery delays
based on contractual documentation.
(3) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on
aircraft that deliver after the effective time of the Merger.
New Aircraft Placements
The following table, which is subject to change based on Airbus and Boeing
delivery delays, shows the number of new aircraft to be delivered as of
December 31, 2025, along with the lease placements of such aircraft as of
February 12, 2026. Airbus and Boeing have expressed their desire to increase
production rates on several aircraft types but have not meaningfully increased
production because of several factors, including ongoing supply chain
constraints and other production issues. See "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations-Our
Fleet-Aircraft Delivery Delays" for more information.
Delivery Year Total number of lease placements Number of aircraft in our orderbook % Leased
2026 53 53 100.0 %
2027 67 68 98.5 %
2028 20 50 40.0 %
2029 - 42 - %
2030 - - - %
Thereafter - 5 - %
Total((1)) 140 218 64.2 %
(1) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on future
committed fleet rentals for aircraft that deliver after the effective time of
the Merger.
Our lease commitments for all aircraft to be delivered in 2026 are binding
leases. Our lease commitments for aircraft to be delivered in 2027 are
comprised of 63 binding leases and four non-binding letters of intent. Our
lease commitments for all aircraft to be delivered in 2028 are binding leases.
While our management's historical experience is that non-binding letters of
intent for aircraft leases generally lead to binding contracts, we cannot be
certain that we will ultimately execute binding agreements for all or any of
the letters of intent. While we actively seek lease placements for all
aircraft in our orderbook, in making our lease placement decisions, we also
take into consideration the anticipated growth in the aircraft leasing market
and anticipated improvements in lease rates, which could lead us to determine
that entering into particular lease arrangements at a later date would be more
beneficial to us.
Facilities
We lease our principal executive office at 2000 Avenue of the Stars, Suite
1000N, Los Angeles, California 90067, USA. We also lease an office in Hong
Kong and own our office in Dublin, Ireland. We believe our current facilities
are adequate for our current needs and for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
On September 1, 2025, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement"), with Sumisho Air Lease Corporation Designated
Activity Company (formerly known as Gladiatora Designated Activity Company),
an Irish private limited company ("Parent"), and Takeoff Merger Sub Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, among other things and subject to the
conditions contained in the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company surviving as an indirect wholly owned
subsidiary of Parent (the "Merger"). Parent is a new holding company
established by Sumitomo Corporation, a Japanese corporation, SMBC Aviation
Capital Limited, a company incorporated with limited liability in Ireland,
affiliates of Apollo Capital Management, L.P. and affiliates of Brookfield
Asset Management Ltd. (collectively, the "Equity Investors").
On October 15, 2025, the Company filed with the U.S. Securities and Exchange
Commission (the "SEC") a preliminary proxy statement on Schedule 14A (the
"Preliminary Proxy Statement") in connection with the special meeting of the
Company's Class A common stockholders held on December 18, 2025 (the "Special
Meeting") to, among other things, adopt and approve the Merger Agreement. On
November 4, 2025, the Company filed with the SEC a definitive proxy statement
on Schedule 14A (the "Definitive Proxy Statement").
On November 12, 2025, a purported Class A common stockholder of the Company
(the "Delaware Plaintiff") filed a lawsuit against the Company and each member
of the Company's Board of Directors in the Court of Chancery in the State of
Delaware (the "Delaware Complaint"). The Delaware Complaint, captioned Bingham
v. Air Lease Corp., C.A. No. 2025-1308-BWD (Del. Ch. 2025), asserted claims
under Delaware law for breach of fiduciary duties against each member of the
Company's Board of Directors related to alleged materially misleading and/or
incomplete disclosures in the Definitive Proxy Statement concerning the
Company's financial projections, the analyses conducted by J.P. Morgan,
discussions about post-transaction employment and prior representations by the
Company's legal advisor of Brookfield. The Delaware Plaintiff also sought a
preliminary injunction to prevent the Company from proceeding with holding the
Class A common stockholder vote on the Merger Agreement at the Special
Meeting.
On November 24, 2025, two purported Class A common stockholders of the Company
filed separate lawsuits against the Company and each member of the Company's
Board of Directors in the Supreme Court of the State of New York in New York
County (the "New York Complaints" and together with the Delaware Complaint,
the "Complaints"). The New York Complaints, captioned Williams v. Air Lease
Corp., No. 659969/2025 (N.Y. Sup. Ct. 2025) and Thomas v. Air Lease Corp., No.
659966/2025 (N.Y. Sup. Ct. 2025), respectively, each asserted claims under New
York common law for negligent misrepresentation and concealment and general
negligence, concerning the Definitive Proxy Statement, including allegedly
misleading and/or incomplete disclosures concerning the Company's financial
projections, the analyses conducted by J.P. Morgan, discussions about
post-transaction employment and concurrent representations by the Company's
financial advisor and its affiliates of Apollo and its affiliates. The New
York Complaints also sought to enjoin the Merger until supplemental
disclosures to the Definitive Proxy Statement were made.
In addition, subsequent to the Preliminary Proxy Statement filing, the Company
also received eleven demand letters from counsel representing purported Class
A common stockholders of the Company. These demand letters alleged that the
Preliminary Proxy Statement or the Definitive Proxy Statement violated
applicable federal or state law and contained materially misleading and/or
incomplete disclosures concerning, among other things, the Company's financial
projections, the analyses conducted by the Company's financial advisors, the
personal or business relationships between the directors and executives of the
Company and those of the Equity Investors and the prior representations by the
Company's legal advisor of Brookfield. These demand letters requested that the
Company issue supplemental disclosures to the Definitive Proxy Statement.
In order to reduce the risk of the Complaints delaying the Special Meeting or
the closing of the Merger, and to minimize the nuisance and expense of
defending against any litigation, and without admitting any liability or
wrongdoing, on November 28, 2025, the Company filed a Current Report on Form
8-K to update and supplement the Definitive Proxy Statement with additional
disclosures relating to the Merger (the "Supplemental Disclosures").
Thereafter, the attorneys representing the Class A common stockholders who
filed the Complaints acknowledged that the Supplemental Disclosures mooted the
claims raised in the Complaints in their entirety and confirmed that they will
seek a mootness fee in connection with the Supplemental Disclosures. The
Delaware Complaint was voluntarily dismissed pending such mootness fee demand,
while the New York Complaints will remain pending as the mootness fee demand
is resolved. The Company continues to believe that the disclosures in the
Definitive Proxy Statement comply fully with all applicable laws, and denies
the allegations in the Complaints described above and believes they are
without merit. Nevertheless, resolution of these matters may involve payments
by the Company to the Class A common stockholders' attorneys that filed the
Complaints and/or submitted the demand letters.
Additionally, 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. 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 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company's Class A common stock has been quoted on the New York Stock
Exchange (the "NYSE") under the symbol "AL" since April 19, 2011. Prior to
that time, there was no public market for the Company's stock. As of
December 31, 2025, there were 112,035,408 shares of Class A common stock
outstanding. As of February 3, 2026, shares of the Company's Class A common
stock outstanding were held by approximately 44 holders of record.
Dividends
The following table sets forth the dividends declared on the Company's
outstanding Class A common stock for the years ended December 31, 2025, 2024,
and 2023:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Dividends declared per share......................................... $ 0.88 $ 0.85 $ 0.81
The board of directors approved quarterly cash dividends on the Company's
outstanding Class A common stock in 2025. Under the terms of the Merger
Agreement, the Company is subject to certain customary operating covenants
prior to the Effective Time, including restrictions on paying dividends.
However, the Company is permitted to continue paying regular quarterly cash
dividends of up to $0.22 per share of Class A common stock. On February 10,
2026, the Company's board of directors approved a quarterly cash dividend of
$0.22 per share on the Company's outstanding Class A common stock. The
dividend will be paid on April 7, 2026 to holders of record of Class A common
stock as of March 2, 2026.
Performance Graph
The graph below compares the 5-year cumulative return of the Company's
Class A common stock, the S&P SmallCap 600 Index and the Company's 2025
custom benchmark group, which remained unchanged from its 2024 custom
benchmark group. Due to the lack of other publicly traded, stand-alone
aircraft leasing companies, the Company is utilizing the custom benchmarking
group included in the Company's annual proxy statements for its current and
future performance graphs. This custom benchmarking group reflects companies
with similar characteristics to the Company's business, including exposure to
real assets, dependence on a highly skilled management team, credit
exposure/underwriting expertise, and significant capital investments. The
custom benchmarking group investments are weighted by market capitalization as
of December 31, 2020, and adjusted monthly.
An investment of $100, with reinvestment of all dividends, is assumed to have
been made in our Class A common stock, the 2025 custom benchmarking group and
S&P SmallCap 600 Index on December 31, 2020, and the relative performance
of each is tracked through December 31, 2025. The stock price performance
shown in the graph is not necessarily indicative of future stock price
performance.
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 31, 2025
The foregoing Performance Graph does not constitute soliciting material and
shall not be deemed filed, incorporated by reference into or a part of any
other filing by the Company (including any future filings) under the
Securities Act, or the Exchange Act, except to the extent the Company
specifically incorporates such report by reference therein.
Company Purchases of Stock
None.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 6. RESERVED
ITEM 7. 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 the related notes appearing in "Item 8. Financial Statements
and Supplementary Data" of this Annual Report on Form 10-K.
Overview
Air Lease Corporation (the "Company", "AL", "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 the
most modern, fuel-efficient new technology commercial jet aircraft directly
from aircraft manufacturers, such as Airbus S.A.S. ("Airbus") and The Boeing
Company ("Boeing"), and leasing those aircraft to airlines throughout the
world with the intention of generating attractive returns on equity. In
addition to our leasing activities, we sell aircraft from our fleet 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 fleet, the terms of our
leases, the interest rates on our debt, and the aggregate amount of our
indebtedness, supplemented by gains from aircraft sales and our management
fees.
Proposed Merger
On September 1, 2025, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement"), with Sumisho Air Lease Corporation Designated
Activity Company (formerly known as Gladiatora Designated Activity Company),
an Irish private limited company ("Parent") and Takeoff Merger Sub Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, among other things and subject to the
conditions contained in the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company surviving as an indirect wholly owned
subsidiary of Parent (the "Merger"). Parent is a new holding company owned by
Sumitomo Corporation, a Japanese corporation, SMBC Aviation Capital Limited, a
company incorporated with limited liability in Ireland, affiliates of Apollo
Capital Management, L.P. and affiliates of Brookfield Asset Management Ltd.
Pursuant to the Merger Agreement, subject to the conditions set forth therein,
at the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of Class A common stock of the Company (the "Common Stock")
(other than (i) any Dissenting Shares (as defined in the Merger Agreement) and
(ii) shares to be canceled or converted into shares of the surviving company
pursuant to the Merger Agreement), will be converted into the right to receive
$65.00 in cash, without interest. Pursuant to the Merger Agreement, at the
Effective Time, each share of 4.65% Fixed-Rate Reset Non-Cumulative Perpetual
Preferred Stock, Series B ("Series B Preferred Stock"), 4.125% Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series C ("Series C Preferred
Stock") and 6.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series D ("Series D Preferred Stock") of the Company issued and outstanding
immediately prior to the Effective Time will remain outstanding and will be
deemed to be a share of preferred stock of the surviving corporation with the
same rights, powers, privileges and voting powers, and restrictions and
limitations thereof applicable to such series of preferred stock. On December
18, 2025, the Company's Class A common stockholders approved and adopted the
Merger Agreement at a special meeting of stockholders. The Merger Agreement
also requires the Company to enter into required documentation in order to
novate or otherwise transfer, effective immediately after the Effective Time,
the OEM Contracts (as defined in the Merger Agreement) comprising the
Company's orderbook to SMBC AC. As a result, leases related to aircraft that
deliver from the Company's orderbook after the Effective Time, including any
contracted future minimum rental payments, are also expected to be transferred
to SMBC AC.
The Company currently anticipates that the Merger will close in the first half
of calendar year 2026, subject to the satisfaction or waiver of the customary
closing conditions. We currently operate, and until completion of the Merger
will continue to operate, independently of Parent. See Note 18 of Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K and Item 1.01 of our Current Report on Form 8-K filed
with the SEC on September 2, 2025 for additional information regarding the
proposed Merger.
2025 Summary
During the year ended December 31, 2025, we purchased 49 new aircraft from
Airbus and Boeing and sold 48 aircraft. We ended the year with a total of 490
aircraft in our owned fleet. The net book value of our fleet 3 (#_ftn3) grew
by 3.1% to $29.1 billion as of December 31, 2025 compared to $28.2 billion as
of December 31, 2024. The weighted average age of our fleet was 4.9 years and
the weighted average lease term remaining was 7.2 years as of December 31,
2025. Our managed fleet was comprised of 45 aircraft as of December 31, 2025
compared to 60 aircraft as of December 31, 2024. We have a globally
diversified customer base comprised of 102 airlines in 53 countries as of
December 31, 2025. We continued to maintain a strong lease utilization rate
of 100% for the year ended December 31, 2025.
As of December 31, 2025, we had commitments to purchase 218 aircraft from
Airbus and Boeing for delivery through 2031, with an estimated aggregate
commitment of $12.6 billion. We have placed 99% and 82% of our orderbook on
long-term leases for aircraft delivering through the end of 2027 and 2028,
respectively, and have placed approximately 64% of our entire orderbook
through 2031. We ended 2025 with $28.9 billion in committed minimum future
rental payments, consisting of $19.6 billion in contracted minimum rental
payments on the aircraft in our existing fleet and $9.3 billion in minimum
future rental payments related to aircraft which will deliver from 2026
through 2031.
Our total revenues for the year ended December 31, 2025 increased by 10.3% to
$3.0 billion as compared to 2024. The increase is primarily due to the
continued growth in our fleet by net book value, an increase in our portfolio
lease yield as well as an increase in our aircraft sales activity. During the
year ended December 31, 2025, we recognized $244.4 million in gains from the
sale of 48 aircraft, compared to $169.7 million in gains from the sale of 39
aircraft for the year ended December 31, 2024.
We finance the purchase of aircraft and our business with our available cash
balances and internally generated funds, which includes cash flows from our
leases, as well as aircraft sales and debt financing activities. Our long-term
debt financing strategy is focused on raising primarily unsecured debt in the
global bank and investment grade capital markets, with limited utilization of
government guaranteed export credit or other forms of secured financing,
however, pursuant to the Merger Agreement, from September 1, 2025 to May 1,
2026, we are restricted from incurring additional indebtedness, other than
borrowings under our existing revolving credit facilities and our commercial
paper program without Parent's prior written consent (which shall not be
unreasonably withheld, conditioned or delayed). We ended 2025 with available
liquidity of $7.5 billion, which was comprised of unrestricted cash of
$466.4 million and approximately $7.0 billion in undrawn balances under our
unsecured revolving credit facility, net of $1.4 billion in commercial paper
borrowings. As of December 31, 2025, we had total debt outstanding of $19.9
billion, of which 76.8% was at a fixed rate and 97.5% was unsecured, and in
the aggregate, our composite cost of funds was 4.15%.
Our net income attributable to common stockholders for the year ended
December 31, 2025, was $1.0 billion, or $9.29 per diluted share, as compared
to $372.1 million, or $3.33 per diluted share, for the year ended
December 31, 2024. The increase from the prior year period is primarily due
to a net benefit of $736.4 million from the settlement of insurance claims
with certain insurers related to aircraft detained in Russia and higher
revenues, as discussed above, partially offset by an increase in depreciation
expense due to the growth of our fleet, an increase in interest expense due to
higher average cost of funds, partially offset by an increase in depreciation
expense due to the growth of our fleet, an increase in interest expense due to
higher average cost of funds throughout the year, $18.8 million in
compensation expense related to the retirement of our Chairman from his
executive role, $18.5 million in costs associated with the merger, and
$9.5 million in legal costs associated with litigation involving our Russian
fleet. See "Results of Operations" below for more information on our financial
results for the year ended December 31, 2025.
Adjusted net income before income taxes 4 (#_ftn4) during the year ended
December 31, 2025 was $718.4 million or $6.40 per adjusted diluted share, as
compared to $574.2 million, or $5.13 per adjusted diluted share, for the year
ended December 31, 2024. Adjusted net income before income taxes increased
primarily due to higher total revenues, partially offset by increases in
depreciation expense and interest expense, as discussed above.
Our Fleet
We continue to own one of the youngest fleets among aircraft lessors,
including some of the most fuel-efficient commercial jet aircraft available.
Our fleet, based on net book value, increased by 3.1%, to $29.1 billion as of
December 31, 2025, compared to $28.2 billion as of December 31, 2024. During
the year ended December 31, 2025, we purchased 49 new aircraft from Airbus
and Boeing and sold 48 aircraft. We ended the period with a total of 490
aircraft in our owned fleet. As of December 31, 2025, the weighted average
fleet age and weighted average remaining lease term of our fleet were 4.9
years and 7.2 years, respectively. We also managed 45 aircraft as of
December 31, 2025.
Our portfolio metrics as of December 31, 2025 and 2024 are as follows:
December 31, 2025 December 31, 2024
Net book value of flight equipment subject to operating lease $ 29.1 billion $ 28.2 billion
Weighted-average fleet age((1)) 4.9 years 4.6 years
Weighted-average remaining lease term((1)) 7.2 years 7.2 years
Owned fleet((2)) 490 489
Managed fleet 45 60
Aircraft on order((3)) 218 269
Total 753 818
Current fleet contracted rentals $ 19.6 billion $ 18.3 billion
Committed fleet rentals((3)) $ 9.3 billion $ 11.2 billion
Total committed rentals $ 28.9 billion $ 29.5 billion
(1) Weighted-average fleet age and remaining lease term calculated based on
net book value of our flight equipment subject to operating lease.
(2) As of December 31, 2025 and 2024, our owned fleet count included 12 and
30 aircraft classified as flight equipment held for sale, respectively, and 16
and 15 aircraft classified as net investments in sales-type leases,
respectively.
(3) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on future
committed fleet rentals for aircraft that deliver after the effective time of
the Merger.
The following table sets forth the net book value and percentage of the net
book value of our flight equipment subject to operating leases in the
indicated regions based on each airline's principal place of business as of
December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Region Net Book % of Total Net Book % of Total
Value Value
(in thousands, except percentages)
Europe $ 11,356,104 39.1 % $ 11,653,668 41.4 %
Asia Pacific 10,602,176 36.5 % 10,077,621 35.8 %
Central America, South America, and Mexico 3,114,662 10.7 % 2,685,098 9.5 %
The Middle East and Africa 2,254,646 7.8 % 1,971,448 7.0 %
U.S. and Canada 1,726,042 5.9 % 1,782,631 6.3 %
Total $ 29,053,630 100.0 % $ 28,170,466 100.0 %
The following table sets forth our top five lessees by net book value as of
December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Lessee % of Total Lessee % of Total
Virgin Atlantic 6.1 % Virgin Atlantic 6.5 %
Korean Air 6.0 % Air France-KLM Group 6.2 %
Air France-KLM Group 5.9 % ITA 5.6 %
Aeromexico 5.5 % Vietnam 4.6 %
ITA 5.2 % Aeromexico 4.4 %
The following table sets forth the number of aircraft in our owned fleet by
aircraft type as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Aircraft type Number of % of Total Number of % of Total
Aircraft Aircraft
Airbus A220-100 8 1.6 % 7 1.4 %
Airbus A220-300 33 6.7 % 22 4.5 %
Airbus A320-200 17 3.5 % 23 4.7 %
Airbus A320-200neo 23 4.7 % 23 4.7 %
Airbus A321-200 17 3.5 % 19 3.9 %
Airbus A321-200neo 109 22.2 % 108 22.1 %
Airbus A330-200((1)) 13 2.7 % 13 2.7 %
Airbus A330-300 5 1.0 % 5 1.0 %
Airbus A330-900neo 28 5.7 % 28 5.7 %
Airbus A350-900 17 3.5 % 17 3.5 %
Airbus A350-1000 8 1.6 % 8 1.6 %
Boeing 737-700 - - % 2 0.4 %
Boeing 737-800 38 7.8 % 61 12.5 %
Boeing 737-8 MAX 71 14.5 % 59 12.1 %
Boeing 737-9 MAX 35 7.1 % 30 6.1 %
Boeing 777-200ER 1 0.2 % 1 0.2 %
Boeing 777-300ER 23 4.7 % 24 4.9 %
Boeing 787-9 26 5.3 % 26 5.3 %
Boeing 787-10 17 3.5 % 12 2.5 %
Embraer E190 1 0.2 % 1 0.2 %
Total((2)) 490 100.0 % 489 100.0 %
(1) As of December 31, 2025 and 2024, aircraft count includes three and two
Airbus A330-200 aircraft classified as freighters, respectively.
(2) As of December 31, 2025 and 2024, our owned fleet count included 12 and
30 aircraft classified as flight equipment held for sale, respectively, and 16
and 15 aircraft classified as net investments in sales-type leases,
respectively.
As of December 31, 2025, we had contractual commitments to purchase 218 new
aircraft for delivery through 2031, with an estimated aggregate commitment
(including adjustments for anticipated inflation) of $12.6 billion, as shown
in the following tables. The tables are subject to change based on Airbus and
Boeing delivery delays. For more information on the risks and uncertainties
impacting our aircraft deliveries, see "Part I-Item 1A. Risk Factors" in this
Annual Report on Form 10-K.
Contractual commitment schedule
Estimated Delivery Years
Aircraft Type 2026 2027 2028 2029 2030 Thereafter Total
Airbus A220-100/300 3 8 14 8 - - 33
Airbus A320/321neo((1)) 20 38 34 34 - - 126
Airbus A330-900neo 1 - - - - - 1
Boeing 737-8/9 MAX 23 21 2 - - 5 51
Boeing 787-9/10 6 1 - - - - 7
Total((2)(3)) 53 68 50 42 - 5 218
(1) Our Airbus A320/321neo aircraft orders include 13 long-range variants
and 48 extra long-range variants.
(2) The table above reflects Airbus and Boeing aircraft delivery delays
based on contractual documentation.
(3) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on
aircraft that deliver after the effective time of the Merger.
Commitments for the acquisition of these aircraft, calculated at an estimated
aggregate commitment (including adjustments for anticipated inflation) of
approximately $12.6 billion as of December 31, 2025 are as follows:
(in thousands)
Years ending December 31,
2026 $ 3,514,889
2027 3,897,290
2028 2,664,213
2029 2,129,545
2030 47,000
Thereafter 298,126
Total $ 12,551,063
Aircraft Delivery Delays
Pursuant to our purchase agreements with Airbus and Boeing, we agree to
contractual delivery dates for each aircraft ordered. These dates can change
for a variety of reasons, however for the last several years, manufacturing
delays have significantly impacted the planned purchases of our aircraft on
order with both Airbus and Boeing. We have agreed to revised contractual
delivery dates for our Airbus and Boeing aircraft. As of the date of this
filing, Airbus and Boeing have generally met the revised delivery dates, and
when delayed, the delays have been generally one or two months in duration.
However, going forward, delivery delays beyond the revised delivery dates
could increase as to the number of aircraft delayed and/or the length of
delays.
The FAA continues to enforce a cap on Boeing's 737 MAX production until
quality control issues are resolved, although the production cap was increased
modestly in October 2025. The broader aviation supply chain remains
constrained impacting production capacity for both Airbus and Boeing.
Maintenance, repair, and overhaul ("MRO") facility capacity also remains
constrained and has worsened in 2025, and we expect these capacity constraints
to continue into 2026. This has resulted in a significant number of engines
remaining off-wing for an extended period of time while waiting for inspection
or overhaul, meaningfully impacting operations of certain of our airline
customers and the broader industry.
The aircraft purchase commitments discussed above could also be impacted by
cancellations. Our purchase agreements with Airbus and Boeing generally
provide each of us and the manufacturers with cancellation rights for delivery
delays starting at one year after the original contractual delivery date,
regardless of cause. In addition, our lease agreements generally provide each
of us and the lessee with cancellation rights related to certain aircraft
delivery delays that typically parallel the cancellation rights in our
purchase agreements.
The following table, which is subject to change based on Airbus and Boeing
delivery delays, shows the number of new aircraft to be delivered as of
December 31, 2025, along with the lease placements of such aircraft as of
February 12, 2026. Airbus and Boeing have expressed their desire to increase
production rates on several aircraft types but have not meaningfully increased
production because of several factors, including ongoing supply chain
constraints and other production issues.
Delivery Year Total number of lease placements Number of aircraft in our orderbook % Leased
2026 53 53 100.0 %
2027 67 68 98.5 %
2028 20 50 40.0 %
2029 - 42 - %
2030 - - - %
Thereafter - 5 - %
Total((1)) 140 218 64.2 %
(1) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on future
committed fleet rentals for aircraft that deliver after the effective time of
the Merger.
Aircraft Industry and Sources of Revenues
Our revenues are principally derived from operating leases with airlines
throughout the world. As of December 31, 2025, we had a globally diversified
customer base of 102 airlines in 53 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.
While recent tariff announcements have resulted in some volatility for the
global aviation business, we believe the overall airline operating environment
remains favorable for us and the broader commercial aircraft leasing industry.
Factors such as increases in population growth and the size of the global
middle class as well as air travel demand, and improved global economic health
and development positively affect the long-term performance of the commercial
aircraft leasing industry. In addition, factors and trends including increased
airline financing needs, OEM supply chain challenges and backlogs, and
environmental sustainability objectives impact the commercial aircraft leasing
industry in the short-term and may increase the demand for our aircraft. We
are monitoring the impact of tariffs on our business. The effects from
evolving tariff regimes have not impacted our profitability during the year.
As discussed below, it is our expectation that tariff costs resulting from the
importation of aircraft will continue to be the responsibility of our leasing
customers in accordance with the terms of our triple net leases. While we
currently do not expect tariffs to have a material impact on our business, as
discussed below, tariffs could impact our business in a number of ways and the
level of impact is unknown due to the uncertainty surrounding tariffs
currently.
Changes to tariff policy in the U.S. and the reaction from the U.S.'s trading
partners has resulted in trade policy uncertainty and an escalation in trade
tensions, resulting in significant market volatility. In April 2025, the U.S.
imposed baseline tariffs on all countries and individualized higher tariffs on
nations with which the U.S. assesses that it has the largest trade deficits,
while retaliatory tariffs by other countries, such as China and Canada, have
been imposed on U.S. products and goods; however, aircraft and aircraft parts
were generally exempted. On January 29, 2026, the U.S. administration
threatened to impose a 50% tariff on Canadian manufactured aircraft imported
into the U.S. As of the date of this filing, such threats have not resulted
in the imposition of additional tariffs. We currently have four aircraft
placed for delivery from our orderbook that would subject to such additional
tariff if implemented.
In August and September, 2025, the U.S. government implemented trade
frameworks with the European Union (the "E.U."), the United Kingdom (the
"U.K.") and Japan that allow for the importation of aircraft and aircraft
parts into the US duty free. Generally, Boeing aircraft manufactured in the
U.S. and delivered to customers in other countries may be subject to tariffs;
however, the trade framework with the E.U. the U.K. and Japan preserves the
zero tariff regime on Boeing and Airbus aircraft and parts imported into the
U.S., the E.U., the U.K. and Japan, respectively. As of the date of this
filing, we have no aircraft placed for delivery from our orderbook that are
expected to be subject to existing tariffs. As of December 31, 2025,
approximately 0.8% of our aircraft by net book value are on lease to lessees
located in China, and we do not have any scheduled future aircraft deliveries
to Chinese airline customers.
Without the continuation of industry wide exemptions, tariffs could result in
higher costs for certain imported aircraft which an airline may not be willing
to assume. Our leases are primarily structured as triple net leases, whereby
the lessee is responsible for all operating costs including the costs
associated with the importation of aircraft. Our lessees are generally
obligated to pay such tariffs to customs authorities. If lessees are unwilling
or unable to assume such costs, it could have an adverse impact on demand for
commercial aircraft or result in lease cancellations for those of our
customers whose aircraft delivery has been delayed by over one year and who
hold lease cancellation rights. Additionally, tariffs are likely to also
increase aircraft acquisition costs and the costs of components and materials
that we purchase, both for existing aircraft in our orderbook and future
aircraft orders. More broadly, the impact of such tariffs or uncertainty as a
result of such tariffs, is likely to have near term negative impact on the
global economy and may serve to reduce demand for air travel which could
negatively impact our business. While some trade negotiations are underway,
resolution of these trade disputes and associated tariff rates remain
uncertain, with unpredictable long-term implications for the global supply
chain and economic stability.
Passenger traffic volume has historically expanded at a faster rate than
global gross domestic product ("GDP") growth, in part due to the expansion of
the global middle class and the ease and affordability of air travel, which we
expect to continue. The International Air Transport Association ("IATA")
reported that 2025 passenger traffic was up 5.3% relative to the prior year,
primarily due to continued strength in international traffic, offsetting more
modest expansion of domestic traffic globally. International traffic rose 7.1%
in 2025 as compared to the prior year, benefiting from robust continued
international travel expansion in the Asia Pacific region, as well as strong
expansion in most other major international markets reported by IATA. Global
domestic traffic rose 2.4% during 2025 as compared to the prior year, with
strength in most markets outside of the U.S. domestic market. Meanwhile,
passenger load factors are persisting at historically high levels with IATA
reporting total global passenger load factors of 84% for 2025, continuing to
support airline demand for additional aircraft.
As global air traffic continues to expand and aircraft production volumes
remain constrained, we are experiencing strong demand for our aircraft through
new lease requests and lease extension requests, which we expect to continue
throughout 2026. The number of scheduled flights globally has continued to
expand in recent months relative to 2024, suggesting continued consistent
passenger volume support. While further impact from tariffs or global
macroeconomic conditions could have incremental negative impact on traffic
expectations, we continue to expect the need for airlines to replace aging
aircraft will support demand for newer, more fuel efficient aircraft. As a
result, we believe many airlines will look to lessors to fulfill these needs.
In addition, both Airbus and Boeing have delivery delays which have been
further compounded by engine manufacturer delays, shorter on-wing engine time
of most new technology engines and ongoing supply chain challenges. We expect
deliveries of our 737 MAX aircraft will continue to be impacted by the FAA's
involvement in Boeing's production rates. We also expect that relatively low
levels of widebody retirements in recent years could lead to an accelerated
replacement cycle of older widebody aircraft in the future.
The strong demand for our aircraft, combined with still elevated interest
rates and inflation, helped to increase lease rates on new lease agreements
and lease extensions during the year ended December 31, 2025. We expect that
lease rates will remain strong as the supply and demand environment for
commercial aircraft remains tight and our funding advantage relative to our
airline customers widens. Lease rates are influenced by several factors above
and beyond interest rates, including aircraft demand, supply technicals,
supply chain disruptions, environmental initiatives and other factors that may
result in a change in lease rates regardless of the interest rate environment
and therefore, are difficult to project or forecast. Based on our views of the
market and assumptions around our sales activity and interest rate
environment, we expect to see a moderately-sized upward trajectory in lease
yield through 2029, subject, however, to the uncertain impact that the trade
policies and related tariff rates may have on demand for aircraft. We also
believe the increase in lease rates and the sustained tightness in the credit
markets may result in a shortfall of available capital to finance aircraft
purchases, which could increase the demand for leasing.
Airline reorganizations, liquidations, or other forms of bankruptcies
occurring in the industry have in the past and may in the future include some
of our aircraft customers. Such events have resulted and may in the future
result in the early return of aircraft or changes in our lease terms. Our
airline customers are facing higher operating costs as a result of
persistently elevated interest rates, inflation, tariffs, foreign currency
risk, volatility in fuel costs, ongoing labor shortages and disputes, as well
as delays and cancellations caused by the global air traffic control system
and airports, although strong air traffic demand has provided a counterbalance
to these increased costs.
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. We believe leasing will continue to be
an attractive form of aircraft financing for airlines because less cash and
financing is required for the airlines, lessors maintain key delivery
positions, and it provides fleet flexibility while eliminating residual value
risk for lessees.
Update on Russian Fleet
In June 2022, we and certain of our subsidiaries (collectively, the
"Plaintiffs") submitted insurance claims to the insurers (collectively, the
"C&P Insurers") on the Plaintiffs' contingent and possessed insurance
policy (the "C&P Policy") to recover losses relating to aircraft detained
in Russia for which we recorded a net write-off of our interests in our owned
and managed aircraft totaling approximately $771.5 million for the year ended
December 31, 2022. On December 20, 2022, the Plaintiffs filed suit in the Los
Angeles County Superior Court of the State of California against the C&P
Insurers in connection with our previously submitted insurance claims (the
"California Litigation").
On January 19, 2024, certain of the Plaintiffs filed suit in the High Court of
Justice, Business & Property Courts of England & Wales, Commercial
Court against the Russian airlines' aviation insurers and reinsurance insurers
(collectively, the "Airlines' Insurers") seeking recovery under the Russian
airlines' insurance policies for certain aircraft that remain in Russia (the
"London Litigation"). The London Litigation remains in the early stages and a
trial has been set to begin in October 2026.
During the year ended December 31, 2025, the Plaintiffs entered into
settlement agreements with all C&P Insurers. As a result, we recognized a
net benefit of $736.4 million from the settlement of insurance claims under
our C&P Policy comprised of $727.6 million in cash insurance settlement
proceeds and an $8.8 million benefit from our equity interest in our managed
fleet.
Pursuant to the terms of the settlement agreements with the C&P Insurers
and following receipt of proceeds, the Plaintiffs (i) released their insurance
claims against the C&P Insurers under the C&P Policy in the California
Litigation, (ii) released their insurance claims against the C&P Insurers
under the reinsurance policies at issue in the London Litigation, and (iii)
dismissed the C&P Insurers from the California Litigation and London
Litigation. On September 5, 2025, all remaining claims in the California
Litigation were dismissed.
As of February 12, 2026, we have recovered an aggregate of $834.3 million
against our initial $802.4 million write-off of our interests in owned and
managed aircraft detained in Russia taken during the first quarter of 2022.
The Plaintiffs continue to have claims against certain Airlines' Insurers in
the London Litigation and will continue to vigorously pursue all available
insurance claims and related insurance litigation, and all rights and remedies
therein. Collection, timing and amounts of any additional insurance and
related recoveries in the London Litigation remain uncertain at this time.
Liquidity and Capital Resources
Overview
We ended 2025 with available liquidity of approximately $7.5 billion, which
was comprised of unrestricted cash of $466.4 million and approximately $7.0
billion in undrawn balances under our unsecured revolving credit facility, net
of $1.4 billion in commercial paper borrowings. We finance the purchase of
aircraft and our business operations using our available cash balances and
internally generated funds, which includes cash flows from our leases, as well
as aircraft sales and debt financing activities. We aim to maintain
investment-grade credit metrics and focus our debt financing strategy on
funding our business primarily on an unsecured basis with mostly fixed-rate
debt issued in the public bond market. Unsecured financing provides us with
operational flexibility when selling or transitioning aircraft from one
airline to another. We also have the ability to seek debt financing secured by
our assets, as well as financings supported through government-guaranteed
export credit agencies for future aircraft deliveries. We have also issued
preferred stock in recent years and have outstanding preferred stock with an
aggregate stated amount of $900.0 million as of February 12, 2026. Our access
to a variety of financing alternatives and the global capital markets,
including capital raises through unsecured public notes denominated in U.S.
dollars or various foreign currencies, our commercial paper program, private
capital, bank debt, secured debt and preferred stock issuances serves as a key
advantage in managing our liquidity; however, pursuant to the Merger
Agreement, we are restricted from incurring additional indebtedness, other
than borrowings under our existing revolving credit facilities or our
commercial paper program without Parent's written consent (which shall not be
unreasonably withheld, conditioned or delayed). See 'Financing Restrictions
Under the Merger Agreement' below for further details on the restriction.
We currently believe that we will be able to largely self-fund our orderbook
with expected operating cash flows and aircraft sales.
We ended 2025 with total debt outstanding of $19.9 billion, of which 76.8% was
at a fixed rate and 97.5% was unsecured, and in the aggregate, our composite
cost of funds was 4.15%. As of December 31, 2024, we had total debt
outstanding of $20.4 billion, of which 79.0% was at a fixed rate and 97.3% was
unsecured, and in the aggregate, our composite cost of funds was 4.14%
Financing Restrictions Under the Merger Agreement
Our long-term debt financing strategy is focused on raising primarily
unsecured debt in the global bank and investment grade capital markets,
however, pursuant to the Merger Agreement, from September 1, 2025 to May 1,
2026, we are restricted from incurring additional indebtedness, other than
borrowings under our existing revolving credit facilities or our commercial
paper program without Parent's prior written consent (which shall not be
unreasonably withheld, conditioned or delayed). Pursuant to the terms of the
Merger Agreement (i) if the Merger has not closed by May 1, 2026 then, during
the three-month period commencing on such date, we are permitted to incur
additional indebtedness in an aggregate principal amount of up to $2.0 billion
in the form of secured or unsecured, investment grade bank term loans and (ii)
if the Merger has not closed by July 1, 2026, we may also issue or incur up to
$2.0 billion in additional indebtedness in the form of secured or unsecured
investment grade bank term loans or unsecured investment grade debt
securities, with capacity to incur an aggregate principal amount of up to $2.0
billion in additional indebtedness after the end of each three month period
thereafter, subject to additional conditions and restrictions contained in the
Merger Agreement. The Merger Agreement also restricts our ability to issue
additional shares of preferred stock without the Parent's prior written
consent (which shall not be unreasonably withheld, conditioned or delayed).
Capital Allocation Strategy
We have a balanced approach to capital allocation based on the following
priorities, ranked in order of priority: 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
line with the aforementioned priorities, returning excess cash to stockholders
through our dividend as well as regular evaluation of share repurchases, as
appropriate. However, pursuant to the Merger Agreement, we are restricted from
initiating share repurchases without Parent's prior written consent.
Material Cash Sources and Requirements
We believe that we have sufficient liquidity from available cash balances,
cash generated from ongoing operations, available commitments under our
unsecured revolving credit facility and commercial paper program to satisfy
the operating requirements of our business through at least the next 12
months. Our material cash sources include:
• Unrestricted cash: We ended 2025 with $466.4 million in
unrestricted cash.
• Lease cash flows: We ended 2025 with $28.9 billion in
committed minimum future rental payments comprised of $19.6 billion in
contracted minimum rental payments on the aircraft in our existing fleet and
$9.3 billion in minimum future rental payments related to aircraft which will
deliver from 2026 through 2031. These rental payments are a primary driver of
our short and long-term operating cash flow. As of December 31, 2025, our
minimum future rentals on non-cancellable operating leases for the next 12
months was $2.7 billion. For further detail on our minimum future rentals for
2026 and thereafter, see Note 7. "Rental Income" in the "Notes to Consolidated
Financial Statements" under "Item 8. Financial Statements and Supplementary
Data" in this Annual Report on Form 10-K.
• Unsecured revolving credit facility: As of February 12, 2026,
our $8.4 billion revolving credit facility is syndicated across 53 financial
institutions, with a stated maturity date of May 5, 2029. The facility
contains standard investment grade covenants and does not condition our
ability to borrow on the lack of a material adverse effect on us or the
general economy. As of February 12, 2026, we had $750.0 million in
outstanding borrowings under our unsecured revolving credit facility.
• Commercial paper program: On January 21, 2025, we established
a commercial paper program under which we may issue unsecured commercial paper
up to a total of $2.0 billion outstanding at any time, with maturities of up
to 397 days from the date of issue. The net proceeds from the issuance of
commercial paper are expected to be used for general corporate purposes, which
may include, among other things, the purchase of commercial aircraft and the
repayment of existing indebtedness. As of February 12, 2026, we had
$1.6 billion in outstanding borrowings under our commercial paper program at
a weighted average interest rate of 4.15%.
• Aircraft sales: Proceeds from the sale of aircraft help
supplement our liquidity position. We have $1.2 billion of aircraft in our
sales pipeline 5 (#_ftn5) , which includes $529.0 million of aircraft
classified as flight equipment held for sale as of December 31, 2025 and
$692.0 million of aircraft subject to letters of intent 6 (#_ftn6) . We
expect the sale of the majority of our aircraft classified as flight equipment
held for sale to be completed during 2026. We expect to sell approximately
$1.5 billion in aircraft for the full year 2026 and continue to see robust
demand in the secondary market to support our aircraft sales program.
• Senior unsecured securities: We have historically been a
frequent issuer in the investment grade capital markets, opportunistically
issuing unsecured notes, primarily through our Medium-Term Note Program at
attractive cost of funds and other senior unsecured securities. As described
above under "Financing Restrictions Under the Merger Agreement", our future
investment grade capital markets issuances, including under our Medium-Term
Note Program, are subject to certain restrictions under the Merger Agreement
through July 1, 2026.
• Unsecured bank facilities: We have active dialogue with a
variety of global financial institutions and have historically entered into
new unsecured credit facilities from time to time as a means to supplement our
liquidity and sources of funding. These loans are typically pre-payable
without penalty at any time offering us significant flexibility in different
rate environments. However, as mentioned above under "Financing Restrictions
Under the Merger Agreement", our ability to enter into new unsecured bank
facilities is subject to certain restrictions under the Merger agreement
through May 1, 2026.
• Other sources: In addition to the above, we generate liquidity
through cash received from security deposits and maintenance reserves from our
lease agreements, other sources of debt financings (including secured bank
term loans, export credit and private placements, and other unsecured
revolving credit facilities), as well as issuances of preferred stock.
However, as mentioned above, we are restricted from incurring additional
secured debt or issuing additional preferred stock pursuant to the terms of
the Merger Agreement. We have also received $727.6 million in cash insurance
proceeds from the settlement of claims against certain insurers related to our
Russian fleet during the year ended December 31, 2025 although we don't
expect insurance proceeds for this matter to have a meaningful contribution to
liquidity in the future. As of February 12, 2026, we had $750.0 million in
outstanding borrowings under our other unsecured revolving credit facilities.
In general, increases and reductions in the Federal Funds Rate should affect
the interest rate on our Revolving Credit Facility, our new and existing
borrowings that bear interest at a floating rate, and borrowings under our
commercial paper program.
A shift in monetary policy in the United States and other countries beginning
in 2022 resulted in rapid interest rate increases over a relatively short
period of time. Despite recent rate cuts made in 2025 by the FOMC, this
persistently elevated interest rate environment has resulted in increased
borrowing costs for us and will continue to result in elevated borrowing costs
until interest rates decline. We cannot predict if or when the FOMC will
further reduce the target range for the Federal Funds Rate or the impact of
any such reductions on our interest expense or future debt borrowings.
Historically, there has also been a lag between a rise in interest rates and
subsequent increases in lease rates. We have experienced increasing lease
rates on new lease agreements and lease extensions since 2023, which are
serving to partially offset increased borrowing costs. We believe the
increased lease rates we have experienced will continue as airlines adjust to
a persistently elevated interest rate environment, which will continue to
support our funding advantage relative to our airline customers. In addition,
lease rates are influenced by several factors above and beyond interest rates,
including supply technicals driven by aircraft demand, supply chain
disruptions, environmental initiatives and other factors that may result in a
change in lease rates regardless of the interest rate environment.
As of December 31, 2025, we were in compliance in all material respects with
the covenants contained in our debt agreements. While a ratings downgrade
would not result in a default under any of our debt agreements, it could
adversely affect our ability to issue debt and obtain new financings, or renew
existing financings, and it would increase the interest rate applicable to
certain of our financings. Our liquidity plans are subject to a number of
risks and uncertainties, including those described in "Item 1A. Risk Factors"
of this Annual Report on Form 10-K.
Our material cash requirements are primarily comprised of aircraft purchases,
debt service payments and general operating expenses. The amount of our cash
requirements depends on a variety of factors, including, the ability of
aircraft manufacturers to meet their contractual delivery obligations to us,
the ability of our lessees to meet their contractual obligations with us, the
timing of aircraft sales from our fleet, the timing and amount of our debt
service obligations, potential aircraft acquisitions, and the general economic
environment in which we operate.
Our material cash requirements as of December 31, 2025 are as follows (in
thousands):
2026 2027 2028 2029 2030 Thereafter Total
Purchase commitments((1)(3)) $ 3,514,889 $ 3,897,290 $ 2,664,213 $ 2,129,545 $ 47,000 $ 298,126 $ 12,551,063
Debt obligations 8,002,441 4,026,176 3,130,140 1,071,769 2,167,349 1,464,469 19,862,344
Interest payments on debt outstanding((2) ) 712,774 514,956 301,460 175,827 128,283 72,951 1,906,251
Total $ 12,230,104 $ 8,438,422 $ 6,095,813 $ 3,377,141 $ 2,342,632 $ 1,835,546 $ 34,319,658
(1) Contractual purchase commitments reflect future Airbus and Boeing
aircraft deliveries based on contractual documentation and production
adjustments as communicated by Airbus and Boeing through February 12, 2026.
(2) Future interest payments on floating rate debt are estimated using
floating rates in effect at December 31, 2025, which is inclusive of any
cross-currency hedging arrangements.
(3) See section entitled "Proposed Merger" under "Part I-Item 1. Business"
above for more information on the Orderbook Transfer and its impact on
aircraft that deliver after the effective time of the Merger.
The actual delivery dates of the aircraft in our commitments table and the
expected time for payment of such aircraft could be further impacted by the
pace at which Airbus and Boeing can deliver aircraft, among other factors. As
a result, the timing of our contractual purchase commitments shown in the
table above may not reflect when the aircraft investments are actually made.
We anticipate our total aircraft investments for the full year 2026 to be
between $3.0 billion and $4.0 billion, which may be subject to change due to
the pendency of the Merger.
The above table does not include any tax payments we may pay nor any dividends
we may pay on our preferred stock or common stock. We are permitted to pay
regular quarterly cash dividends up to $0.22 per share of Class A common
stock, $11.625 per share of Series B Preferred Stock, $10.3125 per share of
Series C Preferred Stock, and $15.00 per share of Series D Preferred Stock,
which amounts in respect of the Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock may be adjusted in accordance with the
dividend reset provisions contained in the relevant certificates of
designation.
Cash Flows
Our cash flows provided by operating activities increased by $57.6 million
to $1.7 billion for the year ended December 31, 2025. Our cash flows provided
by operating activities during the year ended December 31, 2025 increased
primarily due to an increase in customer collections related to the growth of
our fleet, partially offset by higher cash paid for interest due to higher
average cost of funds. Our net cash flows used in investing activities
decreased by $1.7 billion to $1.3 billion for the year ended December 31,
2025 primarily due to a decrease in aircraft purchases in the current year,
the receipt of $727.6 million in cash insurance settlement proceeds during
the year ended December 31, 2025 and an increase in sales proceeds as a result
of the increase in our aircraft sales. Our cash flows used in financing
activities were $0.4 billion for the year ended December 31, 2025 as
compared to $1.4 billion in cash flows provided by financing activities for
the year ended December 31, 2024. During the year ended 2025, cash flows from
financing activities decreased due to the receipt of $727.6 million in Russian
insurance recoveries and due to the increase in our aircraft sales activity.
Our financing activities are mainly driven by changes in our investing
activities.
Debt
Our debt financing as of December 31, 2025 and 2024 is summarized below:
December 31, 2025 December 31, 2024
(U.S. dollars in thousands, except percentages)
Unsecured
Senior unsecured securities $ 13,860,558 $ 16,046,662
Term financings 3,846,800 3,628,600
Commercial paper 1,361,400 -
Revolving Credit Facility - 170,000
Other revolving credit facilities 300,000 -
Total unsecured debt financing 19,368,758 19,845,262
Secured
Term financings 318,348 354,208
Export credit financing 175,238 190,437
Total secured debt financing 493,586 544,645
Total debt financing 19,862,344 20,389,907
Less: Debt discounts and issuance costs (132,215) (179,922)
Debt financing, net of discounts and issuance costs $ 19,730,129 $ 20,209,985
Selected interest rates and ratios:
Composite interest rate((1)) 4.15 % 4.14 %
Composite interest rate on fixed-rate debt((1)) 3.91 % 3.74 %
Percentage of total debt at a fixed-rate 76.85 % 79.00 %
(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 securities (including Medium-Term Note Program)
As of December 31, 2025 and 2024, we had $13.9 billion and $16.0 billion in
senior unsecured securities outstanding, respectively.
Public unsecured notes. As of December 31, 2025, we had $13.3 billion in
aggregate principal amount of senior unsecured notes outstanding, all of which
have been issued in SEC-registered offerings and with remaining terms ranging
from less than one month to six years and bearing interest at fixed rates
ranging from 1.875% to 5.95%. As of December 31, 2024, we had $15.4 billion
in aggregate principal amount of senior unsecured notes outstanding bearing
interest at fixed rates ranging from 1.875% to 5.95%.
All of our fixed rate senior unsecured notes may be redeemed at our option in
part or in full at any time and from time to time prior to maturity at the
redemption prices (including any "make-whole" premium) specified in such
senior unsecured notes. Our senior unsecured notes also require us to offer to
purchase all of the notes at a purchase price equal to 101% of the principal
amount of the notes, plus accrued and unpaid interest if a "change of control
repurchase event" (as defined in the applicable indenture or supplemental
indenture) occurs.
The indentures that govern our senior unsecured notes requires us to comply
with certain covenants, including restrictions on our ability to (i) incur
liens on assets and (ii) merge, consolidate or transfer all or substantially
all of our assets.
The covenants contained in these indentures are subject to certain exceptions
and qualifications set forth therein. In addition, the indentures also provide
for customary events of default. If any event of default occurs, any amount
then outstanding under the relevant indentures may immediately become due and
payable. These events of default are subject to certain exceptions and
qualifications set forth in the indentures.
On May 6, 2024, we renewed and refreshed our Medium-Term Note Program, under
which we may issue, from time to time, up to $20.0 billion (or their U.S.
dollar equivalent) of debt securities designated as our Medium-Term Notes,
Series A. All of our senior unsecured notes issued since 2019 have consisted
of Medium-Term Notes, Series A, issued under our Medium-Term Note Program. As
of February 12, 2026, we had approximately $18.8 billion remaining capacity
under our Medium-Term Note Program.
Unsecured syndicated revolving credit facility
As of December 31, 2025 we did not have any amounts outstanding, and as of
February 12, 2026, we had $750.0 million outstanding under our unsecured
syndicated revolving credit facility (the "Revolving Credit Facility"),
respectively As of December 31, 2024, we had $0.2 billion outstanding under
our Revolving Credit Facility. Borrowings under the Revolving Credit Facility
are used to finance our working capital needs in the ordinary course of
business and for other general corporate purposes.
In April 2025, we amended and extended our Revolving Credit Facility through
an amendment that, among other things, (i) added ALC Aircraft Financing
Designated Activity Company, an indirect, wholly-owned subsidiary of the
Company, as a borrower to the Revolving Credit Facility under a new tranche B
revolving commitment totaling $250.0 million (ii) extended the final maturity
date from May 5, 2028 to May 5, 2029 and (iii) amended the total revolving
commitments thereunder to approximately $8.2 billion as of May 5, 2025.
Borrowings under the Revolving Credit Facility continue to accrue interest at
Adjusted Term SOFR (as defined in the Revolving Credit Facility) plus a margin
of 1.05% per year. We are required to pay a facility fee of 0.20% per year in
respect of total commitments under the Revolving Credit Facility. Interest
rate and facility fees are subject to changes in our credit ratings.
In May 2025, we entered into a new lender supplement which increased the
aggregate capacity of our Revolving Credit Facility by $250.0 million. The
additional capacity has a stated maturity date of May 5, 2029.
As of February 12, 2026, lenders held revolving commitments totaling
approximately $8.4 billion. Lenders held revolving commitments totaling
approximately $8.0 billion that mature on May 5, 2029, commitments totaling
$125.0 million that mature on May 5, 2028, commitments totaling
$25.0 million that mature on May 5, 2027 and commitments totaling
$210.0 million that mature on May 5, 2026.
The Revolving Credit Facility provides for certain covenants, including
covenants that limit our subsidiaries' ability to incur, create, or assume
certain unsecured indebtedness, and our subsidiaries' abilities to engage in
certain mergers, consolidations, and asset sales. The Revolving Credit
Facility also requires us to comply with certain financial maintenance
covenants including minimum consolidated stockholders' equity, minimum
consolidated unencumbered assets, and an interest coverage test. In addition,
the Revolving Credit Facility contains customary events of default. In the
case of an event of default, the lenders may terminate the commitments under
the Revolving Credit Facility and require immediate repayment of all
outstanding borrowings.
Other unsecured revolving credit facilities
As of December 31, 2025, and February 12, 2026, we had outstanding balances
of $300.0 million and $750 million, respectively. Borrowings under this
facility bear interest at one-month Term SOFR plus 1.05%, and matures in 2026.
As of December 31, 2024, we did not have outstanding balances under our other
unsecured revolving credit facilities. These facilities are not guaranteed and
are available at the sole discretion of the lender, who has the right to
modify or terminate the facilities at any time.
Unsecured term financings
As of December 31, 2025 and 2024, the outstanding balance on our unsecured
term financings was $3.8 billion and $3.6 billion, respectively.
In December 2024, we entered into a $966.5 million unsecured term loan with a
three-year maturity bearing interest at one-month Term SOFR plus a margin of
1.125%, subject to adjustment based on our credit rating. In April 2025,
pursuant to the terms of the loan agreement, we exercised our option for
additional commitments totaling $33.5 million. The term loan contains
customary covenants and events of default consistent with our Revolving Credit
Facility.
In addition, during the year ended December 31, 2025, we also entered into
three other unsecured term facilities, with aggregate commitments totaling
$550.0 million with terms ranging between one to two years, bearing interest
at a floating rate between one-month SOFR plus 1.00% and one-month SOFR plus
1.15% plus a credit spread adjustment of 0.10%.
Secured debt financings
As of December 31, 2025, we had an outstanding balance of $493.6 million in
secured debt financings and had pledged ten aircraft as collateral with a net
book value of $728.6 million. As of December 31, 2024, we had an outstanding
balance of $544.6 million in secured debt financings and pledged ten aircraft
as collateral with a net book value of $772.7 million. All of our secured
obligations as of December 31, 2025 and 2024 were recourse in nature.
Commercial paper program
On January 21, 2025, we established a commercial paper program under which we
may issue unsecured commercial paper up to a total of $2.0 billion
outstanding at any time, with maturities of up to 397 days from the date of
issue. The net proceeds from the issuance of commercial paper are used for
general corporate purposes, which may include, among other things, the
purchase of commercial aircraft and the repayment of existing indebtedness. As
of December 31, 2025, and February 12, 2026, we had an outstanding balance of
$1.4 billion and $1.6 billion under our commercial paper program, bearing
weighted average interest rates of 4.26% and 4.15% and a weighted average
maturity of less than one month, respectively.
Preferred equity
The following table summarizes our preferred stock issued and outstanding as
of December 31, 2025 (in thousands, except for share amounts and
percentages):
Shares Issued and Outstanding as of December 31, 2025 Liquidation Preference Issue Date Dividend Rate in Effect at December 31, 2025((2)) Next dividend rate reset date Dividend rate after reset date
as of December 31, 2025((1))
Series B 300,000 $ 300,000 March 2, 2021 4.650 % June 15, 2026 5 Yr U.S. Treasury plus 4.076%
Series C 300,000 300,000 October 13, 2021 4.125 % December 15, 2026 5 Yr U.S. Treasury plus 3.149%
Series D 300,000 300,000 September 24, 2024 6.000 % December 15, 2029 5 Yr U.S. Treasury plus 2.560%((3))
Total 900,000 $ 900,000
(1) The Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock each have a redemption price of $1,000.00 per share, plus any
declared and unpaid dividends to, but excluding, the redemption date without
accumulation of any undeclared dividends.
(2) Dividends on preferred stock are discretionary and non-cumulative. When
declared, dividends on the Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock are reset every five years and payable quarterly
in arrears.
(3) With respect to the Series D Preferred Stock, the dividend rate during any
reset period is subject to a 6.00% floor.
As of December 31, 2025 and 2024, we had 300,000 shares of 4.65% Fixed Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B
Preferred Stock"), $0.01 par value, outstanding, with an aggregate liquidation
preference of $300.0 million ($1,000 per share). We will pay dividends on the
Series B Preferred Stock only when, as and if declared by our board of
directors. Dividends will accrue, on a non-cumulative basis, on the stated
amount of $1,000 per share at a rate per annum equal to: (i) 4.65% through
June 15, 2026, and payable quarterly in arrears beginning on June 15, 2021,
and (ii) the Five-year U.S. Treasury Rate as of the applicable reset dividend
determination date plus a spread of 4.076% per reset period from June 15, 2026
and reset every five years and payable quarterly in arrears.
We may redeem shares of the Series B Preferred Stock at our option, in whole
or in part, from time to time, on any dividend payment date on or after June
15, 2026, for cash at a redemption price equal to $1,000 per share, plus any
declared and unpaid dividends, without accumulation of any undeclared
dividends. We may also redeem shares of the Series B Preferred Stock at our
option under certain other limited conditions. The Series B Preferred Stock
ranks on a parity with the Series C Preferred Stock and the Series D Preferred
Stock.
As of December 31, 2025 and 2024, we had 300,000 shares of 4.125% Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series C (the "Series C
Preferred Stock"), $0.01 par value, outstanding with an aggregate liquidation
preference of $300.0 million ($1,000 per share). We will pay dividends on the
Series C Preferred Stock only when, as and if declared by our board of
directors. Dividends will accrue, on a non-cumulative basis, on the stated
amount of $1,000 per share at a rate per annum equal to: (i) 4.125% through
December 15, 2026, and payable quarterly in arrears beginning on December 15,
2021, and (ii) the Five-year U.S. Treasury Rate as of the applicable reset
dividend determination date plus a spread of 3.149% per reset period from
December 15, 2026 and reset every five years and payable quarterly in arrears.
We may redeem shares of the Series C Preferred Stock at our option, in whole
or in part, from time to time, on any dividend payment date on or after
December 15, 2026, for cash at a redemption price equal to $1,000 per share,
plus any declared and unpaid dividends, without accumulation of any undeclared
dividends. We may also redeem shares of the Series C Preferred Stock at our
option under certain other limited conditions. The Series C Preferred Stock
ranks on a parity with the Series B and Series D Preferred Stock.
As of December 31, 2025 and 2024, we had 300,000 shares of 6.00% Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D
Preferred Stock"), $0.01 par value, outstanding with an aggregate liquidation
preference of $300.0 million ($1,000 per share). We will pay dividends on the
Series D Preferred Stock only when, as and if declared by our board of
directors. Dividends will accrue, on a non-cumulative basis, on the stated
amount of $1,000 per share at a rate per annum equal to: (i) 6.00% through
December 15, 2029, and payable quarterly in arrears beginning on December 15,
2024, and (ii) the Five-year U.S. Treasury Rate as of the applicable reset
dividend determination date plus a spread of 2.560% per reset period from
December 15, 2029 and reset every five years and payable quarterly in arrears.
We may redeem shares of the Series D Preferred Stock at our option, in whole
or in part, from time to time, on any dividend payment date on or after
December 15, 2029, for cash at a redemption price equal to $1,000 per share,
plus any declared and unpaid dividends, without accumulation of any undeclared
dividends. We may redeem shares of the Series D Preferred Stock at our option
under certain other limited conditions. The Series D Preferred Stock ranks on
a parity with the Series B and Series C Preferred Stock.
The following table summarizes the cash dividends that we paid during the year
ended December 31, 2025 on our Series B, Series C and Series D Preferred
Stock (in thousands):
Payment Dates
Title of each class March 15, 2025 June 15, 2025 September 15, 2025 December 15, 2025
Series B Preferred Stock $3,487 $3,488 $3,487 $3,487
Series C Preferred Stock $3,094 $3,094 $3,094 $3,094
Series D Preferred Stock $4,500 $4,500 $4,500 $4,500
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 or trusts for the purpose of leasing aircraft or facilitating
borrowing arrangements which are included in our balance sheet.
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 certain aircraft that we have sold through our
Thunderbolt platform. In connection with the sale of certain 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.
Credit Ratings
Our investment-grade corporate and long-term debt credit ratings help us to
lower our cost of funds and broaden our access to attractively priced capital.
The following table summarizes our current credit ratings, including our
short-term ratings for our commercial paper program:
Rating Agency Long-term Debt Short-Term Rating Corporate Rating Outlook Date of Last Long-term Debt and Corporate Ratings Action
Kroll Bond Ratings A- K-1 A- Stable September 2, 2025
Standard and Poor's BBB A-2 BBB Stable September 2, 2025
Fitch Ratings BBB F-3 BBB Negative September 2, 2025
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 interest
rate applicable to certain of our financings.
Results of Operations
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands, except share and per share amounts and percentages)
Revenues and other income
Rental of flight equipment revenue
Lease rentals $ 2,615,364 $ 2,407,506 $ 2,310,347
Maintenance rentals and other receipts 69,155 80,449 167,260
Total rental of flight equipment revenue 2,684,519 2,487,955 2,477,607
Gain on aircraft sales and trading and other income 331,230 245,702 207,370
Total revenues and other income 3,015,749 2,733,657 2,684,977
Expenses
Interest 837,761 781,996 654,910
Amortization of debt discounts and issuance costs 52,799 54,823 54,053
Interest expense 890,560 836,819 708,963
Depreciation of flight equipment 1,223,532 1,143,761 1,068,772
Recoveries of Russian fleet write-off (736,409) - (67,022)
Selling, general, and administrative 219,443 185,933 186,015
Stock-based compensation expense 48,930 33,887 34,615
Total expenses 1,646,056 2,200,400 1,931,343
Income before taxes 1,369,693 533,257 753,634
Income tax (expense)/benefit (281,306) (105,553) (139,012)
Net income $ 1,088,387 $ 427,704 $ 614,622
Preferred stock dividends (44,325) (55,631) (41,700)
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Earnings per share of common stock
Basic $ 9.35 $ 3.34 $ 5.16
Diluted $ 9.29 $ 3.33 $ 5.14
Weighted-average shares of common stock outstanding
Basic 111,712,160 111,325,481 111,005,088
Diluted 112,330,337 111,869,386 111,438,589
Other financial data
Pre-tax margin 45.4 % 19.5 % 28.1 %
Adjusted net income before income taxes((1)) $ 718,449 $ 574,205 $ 733,580
Adjusted pre-tax margin((1)) 23.8 % 21.0 % 27.3 %
Adjusted diluted earnings per share before income taxes((1)) $ 6.40 $ 5.13 $ 6.58
Pre-tax return on common equity 18.7 % 7.4 % 11.8 %
Adjusted pre-tax return on common equity((1)) 10.1 % 8.9 % 12.1 %
11.0 %
(1) Adjusted net income before income taxes (defined as net income
attributable to common stockholders excluding the effects of certain non-cash
items, such as non-cash deemed dividends upon redemption of our Series A
preferred stock, non-recurring items that are not expected to continue in the
future, such as retirement compensation, merger related costs and recoveries
related to our former Russian fleet, and certain other items), adjusted
pre-tax 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 stockholders' equity) are measures of operating performance
that are not defined by GAAP and should not be considered as an alternative to
net income attributable to common stockholders, pre-tax 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 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 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. Adjusted net
income before income taxes, adjusted pre-tax 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 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 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
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 table shows the reconciliation of the numerator for adjusted
pre-tax margin (in thousands, except percentages):
Year Ended
December 31,
2025 2024 2023
(unaudited)
Reconciliation of the numerator for adjusted pre-tax margin (net income
attributable to common stockholders to adjusted net income before income
taxes):
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Amortization of debt discounts and issuance costs 52,799 54,823 54,053
Recoveries of Russian fleet write-off (736,409) - (67,022)
Stock-based compensation expense 48,930 33,887 34,615
Retirement compensation expense 9,230 - -
Merger related costs 18,531 - -
Income tax expense 281,306 105,553 139,012
Deemed dividend adjustment((a)) - 7,869 -
Adjusted net income before income taxes $ 718,449 $ 574,205 $ 733,580
Denominator for adjusted pre-tax margin:
Total revenues 3,015,749 2,733,657 2,684,977
Adjusted pre-tax margin((b)) 23.8 % 21.0 % 27.3 %
(a) This adjustment consists of a deemed dividend related to the redemption
of our Series A preferred stock. The deemed dividend relates to initial costs
related to the issuance of our Series A Preferred Stock.
(b) Adjusted pre-tax margin is adjusted net income before income taxes
divided by total revenues.
The following table shows the reconciliation of the numerator for adjusted
diluted earnings per share before income taxes (in thousands, except share and
per share amounts):
Year Ended
December 31,
2025 2024 2023
(unaudited)
Reconciliation of the numerator for adjusted diluted earnings per share (net
income attributable to common stockholders to adjusted net income before
income taxes):
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Amortization of debt discounts and issuance costs 52,799 54,823 54,053
Recoveries of Russian fleet write-off (736,409) - (67,022)
Stock-based compensation expense 48,930 33,887 34,615
Retirement compensation expense 9,230 - -
Merger related costs 18,531 - -
Income tax expense 281,306 105,553 139,012
Deemed dividend adjustment - 7,869 -
Adjusted net income before income taxes $ 718,449 $ 574,205 $ 733,580
Denominator for adjusted diluted earnings per share:
Weighted-average diluted common shares outstanding 112,330,337 111,869,386 111,438,589
Adjusted diluted earnings per share before income taxes((c)) $ 6.40 $ 5.13 $ 6.58
(c) Adjusted diluted earnings per share before income taxes is adjusted net
income before income taxes divided by adjusted weighted-average diluted common
shares outstanding.
The following table shows the reconciliation of pre-tax return on common
equity to adjusted pre-tax return on common equity (in thousands, except
percentages):
Year Ended
December 31,
2025 2024 2023
(unaudited)
Reconciliation of the numerator for adjusted pre-tax return on common equity
(net income attributable to common stockholders to adjusted net income before
income taxes):
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Amortization of debt discounts and issuance costs 52,799 54,823 54,053
Recoveries of Russian fleet write-off (736,409) - (67,022)
Stock-based compensation expense 48,930 33,887 34,615
Retirement compensation expense 9,230 - -
Merger related costs 18,531 - -
Income tax expense 281,306 105,553 139,012
Deemed dividend adjustment - 7,869 -
Adjusted net income before income taxes $ 718,449 $ 574,205 $ 733,580
Reconciliation of the denominator for pre-tax return on common equity to
adjusted pre-tax return on common equity:
Common stockholders' equity as of beginning of the period $ 6,632,626 $ 6,310,038 $ 5,796,363
Common stockholders' equity as of end of the period $ 7,572,756 $ 6,632,626 $ 6,310,038
Average common stockholders' equity $ 7,102,691 $ 6,471,332 $ 6,053,201
Adjusted pre-tax return on common equity((d)) 10.1 % 8.9 % 12.1 %
(d) Adjusted pre-tax return on common equity is adjusted net income before
income taxes divided by average common stockholders' equity.
2025 Compared to 2024
Lease rentals
During the year ended December 31, 2025, we recorded $2.6 billion in lease
rental revenue, which included amortization expense related to initial direct
costs of $93.5 million as compared to $2.4 billion in lease rental revenue,
which included amortization expense related to initial direct costs of
$101.8 million for the year ended December 31, 2024. Our lease rental
revenues increased primarily due to the continued growth of our fleet by net
book value and an increase in our portfolio yield. The net book value of our
flight equipment subject to operating lease increased to $29.1 billion as of
December 31, 2025 from a net book value of $28.2 billion as of December 31,
2024.
Maintenance rentals and other receipts
During the year ended December 31, 2025, we recorded $69.2 million in
maintenance rentals and other receipts as compared to $80.4 million for the
year ended December 31, 2024. The decrease was primarily due to lower
overhaul revenue recognized, partially offset by higher end of lease revenue
during the year ended December 31, 2025 as compared to the year ended
December 31, 2024. For the year ended December 31, 2025, we recognized end
of lease revenue of $29.2 million as compared to $24.3 million for the year
ended December 31, 2024.
Gain on aircraft sales and trading and other income
Gain on aircraft sales and trading and other income increased to
$331.2 million for the year ended December 31, 2025 compared to $245.7
million for the year ended December 31, 2024. The increase was mainly driven
by an increase in our aircraft sales activity. For the year ended
December 31, 2025, we recorded $244.4 million in gains from the sale of 48
aircraft and $7.6 million from one sales-type lease, compared to
$169.7 million in gains from the sale of 39 aircraft and $17.5 million from
four sales-type leases for the year ended December 31, 2024.
Interest expense
Interest expense totaled $890.6 million for the year ended December 31, 2025
compared to $836.8 million for the year ended December 31, 2024. Despite a
decrease in our debt balance, our interest expense rose due to an increase in
our average cost of funds throughout the year.
Depreciation expense
We recorded $1.22 billion in depreciation expense of flight equipment for the
year ended December 31, 2025 compared to $1.14 billion for the year ended
December 31, 2024. The increase in depreciation expense for 2025 compared to
2024 is primarily attributable to the growth of our fleet by net book value.
We expect our depreciation expense to increase as we continue to add aircraft
to our fleet.
Recoveries of Russian fleet write-off
During the year ended December 31, 2025, we recognized a net benefit of
$736.4 million from the settlement of insurance claims with certain insurers
under our C&P Policy comprised of $727.6 million in cash insurance
settlement proceeds and an $8.8 million benefit from our equity interest in
our managed fleet. As of February 12, 2026, 16 aircraft previously included
in our owned fleet for which we retain title, remain detained in Russia. We
did not have any corresponding insurance settlements in the year ended
December 31, 2024.
Stock-based compensation expense
We recorded stock-based compensation expense of $48.9 million and
$33.9 million for the year ended December 31, 2025 and December 31, 2024,
respectively. Of the $48.9 million of stock-based compensation expense
recorded for the year ended December 31, 2025, we recorded a $9.6 million
expense related to the acceleration of certain RSUs resulting from the
retirement of our Chairman from his executive role. In addition, we also
revised the underlying vesting estimates of certain book value RSUs due to
increased probability of certain performance criteria being achieved, which
also contributed to the increase in stock-based compensation expense during
the period.
Selling, general, and administrative expenses
We recorded selling, general, and administrative expenses of $219.4 million
for the year ended December 31, 2025 compared to $185.9 million for the year
ended December 31, 2024. The increase for the year ended December 31, 2025
is primarily due to an increase in non-recurring expenses, including
merger-related costs totaling $18.5 million, $9.5 million in legal fees
related to the litigation against our insurers regarding our Russian fleet,
and a $9.2 million expense related to the retirement of our Chairman from his
executive role.
Taxes
For the year ended December 31, 2025, we recorded an income tax expense of
$281.3 million and effective tax rate of 20.5%, as compared to
$105.6 million in income tax expense and effective tax rate of 19.8% for the
year ended December 31, 2024. The increase is primarily due to proceeds
received from the settlement of insurance claims in a higher tax jurisdiction,
specifically the U.S., and changes in permanent items.
Net income attributable to common stockholders
For the year ended December 31, 2025, we reported net income attributable to
common stockholders of $1.0 billion, or $9.29 per diluted share, compared to
$372.1 million, or $3.33 per diluted share, for the year ended December 31,
2024. The increase from the prior year is primarily due to a net benefit of
$736.4 million from the settlement of insurance claims with certain insurers
related to aircraft detained in Russia and higher revenues, as discussed
above, partially offset by increases in depreciation expense due to the growth
of our fleet, an increase in interest expense due to higher average cost of
funds throughout the year, compensation expense related to the retirement of
our Chairman from his executive role, costs associated with the merger, and
legal costs associated with litigation involving our Russian fleet.
Adjusted net income before income taxes
For the year ended December 31, 2025, our adjusted net income before income
taxes was $718.4 million, or $6.40 per adjusted diluted share, compared to
$574.2 million, or $5.13 per adjusted diluted share, for the year ended
December 31, 2024. Adjusted net income before income taxes increased
primarily due to higher revenues, partially offset by increases in
depreciation expense and interest expense, as discussed above.
2024 Compared to 2023
Lease rentals
During the year ended December 31, 2024, we recorded $2.4 billion in lease
rental revenue, which included amortization expense related to initial direct
costs of $101.8 million as compared to $2.3 billion in lease rental revenue,
which included amortization expense related to initial direct costs of
$75.4 million for the year ended December 31, 2023. Our rental of flight
equipment revenues increased due to the continued growth of our fleet. The net
book value of our flight equipment subject to operating lease increased to
$28.2 billion as of December 31, 2024 from a net book value of $26.2 billion
as of December 31, 2023.
Maintenance rentals and other receipts
During the year ended December 31, 2024, we recorded $80.4 million in
maintenance rentals and other receipts as compared to $167.3 million for the
year ended December 31, 2023. Our maintenance rentals and other receipts
decreased primarily due to a decrease in end of lease revenue of approximately
$100.1 million as compared to the prior period, due to fewer aircraft returns.
Gain on aircraft sales and trading and other income
Gain on aircraft sales and trading and other income increased to $245.7
million for the year ended December 31, 2024 compared to $207.4 million for
the year ended December 31, 2023. The increase was mainly driven by higher
gains from sales as compared to the prior year period. For the year ended
December 31, 2024, we recorded $169.7 million in gains from the sale of 39
aircraft and $17.5 million from four sales-type leases compared to $146.4
million in gains from the sale of 25 aircraft and $10.4 million from two
sales-type leases.
Interest expense
Interest expense totaled $836.8 million for the year ended December 31, 2024
compared to $709.0 million for the year ended December 31, 2023. Our interest
expense increased due to an increase in our composite cost of funds to 4.14%
as compared to 3.77% in the prior year. We expect our interest expense will
continue to increase as our average debt balance outstanding increases with
the growth of our fleet based on prevailing interest rates.
Depreciation expense
We recorded $1.14 billion in depreciation expense of flight equipment for the
year ended December 31, 2024 compared to $1.07 billion for the year ended
December 31, 2023. The increase in depreciation expense for 2024 compared to
2023 is primarily attributable to the growth of our fleet, partially offset by
aircraft sales activity during the year. We expect our depreciation expense to
increase as we continue to add aircraft to our fleet.
Recoveries of Russian fleet write-off
In December 2023, we recognized a net benefit of approximately $67.0 million
from the settlement of insurance claims under S7's insurance policies related
to four aircraft previously included in our owned fleet and our equity
interest in our managed fleet that were previously on lease to S7. No
settlements were executed in 2024.
Selling, general, and administrative expenses
We recorded selling, general, and administrative expenses of $185.9 million
for the year ended December 31, 2024 compared to $186.0 million for the year
ended December 31, 2023. Selling, general, and administrative expenses
represented 6.8% and 6.9% as a percentage of total revenue for the years ended
December 31, 2024 and 2023, respectively.
Taxes
For the year ended December 31, 2024, we recorded an income tax expense of
$105.6 million and effective tax rate of 19.8%, as compared to $139.0 million
in income tax expense and effective tax rate of 18.4% for the year ended
December 31, 2023. Changes in the tax rate were primarily driven by variances
in permanent items and legislative changes, including the effects of Pillar
II.
Net income attributable to common stockholders
For the year ended December 31, 2024, we reported net income attributable to
common stockholders of $372.1 million, or $3.33 per diluted share, compared to
$572.9 million, or $5.14 per diluted share, for the year ended December 31,
2023. Our net income attributable to common stockholders decreased from the
prior year period primarily due to higher interest expense, driven by the
increase in our composite cost of funds and overall outstanding debt balance,
partially offset by the increase in revenues as discussed above. In addition,
for the year ended December 31, 2023, we recognized a net benefit of
approximately $67.0 million for the settlement of insurance claims under S7's
insurance policies related to four aircraft previously included in our owned
fleet and our equity interest in certain aircraft in our managed fleet that
were previously on lease to S7.
Adjusted net income before income taxes
For the year ended December 31, 2024, our adjusted net income before income
taxes was $574.2 million, or $5.13 per adjusted diluted share, compared to
$733.6 million, or $6.58 per adjusted diluted share, for the year ended
December 31, 2023. Adjusted net income before income taxes decreased primarily
due to higher interest expense, driven by the increase in our composite cost
of funds and overall outstanding debt balance, partially offset by the
increase in revenue as discussed above.
Critical Accounting Estimates
We believe the following critical accounting estimates can have a significant
impact on our results of operations, financial position, and financial
statement disclosures, and may require subjective and complex estimates and
judgments.
Flight equipment
Flight equipment under operating lease is stated at cost less accumulated
depreciation. Purchases, major additions and modifications, and interest on
deposits during the construction phase are capitalized. We generally
depreciate passenger aircraft on a straight-line basis over a 25-year life
from the date of manufacture to a 15% residual value. We generally depreciate
freighter aircraft on a straight-line basis over a 35-year life from the date
of manufacture to a 15% residual value. Changes in the assumption of useful
lives or residual values for aircraft could have a significant impact on our
results of operations and financial condition.
Major aircraft improvements and modifications incurred during an off-lease
period are capitalized and depreciated over the remaining life of the flight
equipment. In addition, costs paid by us for scheduled maintenance and
overhauls are capitalized and depreciated over a period to the next scheduled
maintenance or overhaul event. Miscellaneous repairs are expensed when
incurred.
Our management team evaluates on a quarterly basis the need to perform an
impairment test whenever facts or circumstances indicate a potential
impairment has occurred. An assessment is performed whenever events or changes
in circumstances indicate that the carrying amount of an aircraft may not be
recoverable. Recoverability of an aircraft's carrying amount is measured by
comparing the carrying amount of the aircraft to future undiscounted net cash
flows expected to be generated by the aircraft. The undiscounted cash flows
consist of cash flows from currently contracted leases, future projected lease
rates, and estimated residual or scrap values for each aircraft. We develop
assumptions used in the recoverability analysis based on our knowledge of
active lease contracts, current and future expectations of the global demand
for a particular aircraft type, potential for alternative use of aircraft and
historical experience in the aircraft leasing market and aviation industry, as
well as information received from third-party industry sources. The factors
considered in estimating the undiscounted cash flows are affected by changes
in future periods due to changes in contracted lease rates, economic
conditions, technology, and airline demand for a particular aircraft type. In
the event that an aircraft does not meet the recoverability test and the
aircraft's carrying amount falls below estimated values from third-party
industry sources, the aircraft will be recorded at fair value in accordance
with our Fair Value Policy, resulting in an impairment charge. Deterioration
of future lease rates and the residual values of our aircraft could result in
impairment charges which could have a significant impact on our results of
operations and financial condition.
We record flight equipment at fair value if we determine the carrying value
may not be recoverable. We principally use the income approach to measure the
fair value of aircraft. The income approach is based on the present value of
cash flows from contractual lease agreements and projected future lease
payments, including contingent rentals, net of expenses, which extend to the
end of the aircraft's economic life in its highest and best use configuration,
as well as a disposition value based on expectations of market participants.
These valuations are considered Level 3 valuations, as the valuations contain
significant non-observable inputs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in the 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. Lease rates, and therefore our revenue from a lease, are generally
fixed over the life of our leases. We have some exposure to changing interest
rates as a result of our floating-rate debt, primarily from our Revolving
Credit Facility, other revolving credit facilities and unsecured term loans.
As of December 31, 2025 and 2024, we had $4.6 billion and $4.3 billion, in
floating-rate debt outstanding, respectively. Additionally, we have
outstanding preferred stock with an aggregate stated amount of $900.0 million
as of December 31, 2025, which will reset the dividends to a new fixed rate
based on the then-applicable treasury rate after five years from initial
issuance and every five years thereafter. If interest rates remain elevated,
we would be obligated to make higher interest payments to the lenders of our
floating-rate debt, and higher dividend payments to the holders of our
preferred stock. 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 the
composite interest rate on our outstanding floating rate debt was to increase
by 1.0%, we would expect to incur additional annual interest expense on our
existing indebtedness of approximately $46.0 million and $42.8 million as of
December 31, 2025 and 2024, respectively, each on an annualized basis, which
would put downward pressure on our operating margins.
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. To partially mitigate the risk of an increasing interest
rate environment between the lease signing date and the delivery date of the
aircraft, a majority of our forward lease contracts have manufacturer
escalation protection and/or interest rate adjusters which would adjust the
final lease rate upward or downward based on changes in the consumer price
index or certain benchmark interest rates, respectively, at the time of
delivery of the aircraft as compared to the lease signing date, subject to an
outside limit on such adjustments.
Foreign Exchange Rate Risk
We attempt to minimize currency and exchange risks by entering into aircraft
purchase agreements and a majority of lease agreements and debt agreements
with U.S. dollars as the designated payment currency. Thus, most of our
revenue and expenses are denominated in U.S. dollars. Approximately 0.3% and
0.4% of our lease revenues were denominated in foreign currency as of
December 31, 2025 and 2024, respectively. Additionally, some of our net
investments in sales-type leases, which represent 0.7% and 0.6% of our total
assets as of December 31, 2025 and 2024, respectively, were denominated in
foreign currency. These investments are not currently hedged and require
remeasurement as of the end of each period, exposing us to fluctuations in
exchange rates that could impact our financial results and cash flows. During
the year ended December 31, 2025, we recorded a $19.4 million gain resulting
from currency fluctuation based on these investments. We periodically assess
our unhedged foreign currency risk and may employ hedging strategies in the
future to mitigate any potential adverse effects.
Approximately 6.8% and 6.1% of our debt obligations were denominated in
foreign currency as of December 31, 2025 and 2024, respectively; however, the
exposure of such debt has been effectively hedged. See Note 15. "Fair Value
Measurements" in the "Notes to Consolidated Financial Statements" under "Item
8. Financial Statements and Supplementary Data" in this Annual Report on Form
10-K for additional details on the fair value of these swaps. 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. However, many of our lessees are exposed to currency risk
due to the fact that they earn revenues in their local currencies while a
significant portion of their liabilities and expenses are denominated in U.S.
dollars, including their lease payments to us, as well as fuel, debt service,
and other expenses. For the year ended December 31, 2025, more than 95% of
our revenues were derived from customers who have their principal place of
business outside the U.S. and most of our leases' designated payment currency
is U.S. dollars. The ability of our lessees to make lease payments to us in
U.S. dollars may be adversely impacted in the event of an appreciating U.S.
dollar.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Air Lease Corporation
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Contents
Page
Reports of Independent Registered Public Accounting Firm (#Section23) (KPMG 68
LLP, Irvine, CA, Auditor Firm ID: 185)
Financial Statements
Consolidated Balance Sheets (#Section25) 72
Consolidated Statements of (#Section26) Income (#Section26) and Other 73
Comprehensive Income/(Loss) (#Section26)
Consolidated Statements of (#Section27) Stockholders (#Section27) ' 74
(#Section27) Equity (#Section27)
Consolidated Statements of Cash Flows (#Section28) 75
Notes to Consolidated Financial Statements (#Section29) 77
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Air Lease Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Air Lease
Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024,
the related consolidated statements of income and other comprehensive
income/(loss), stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 2025, and the related notes
(collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2025 and 2024, and
the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2025, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated February 12, 2026 expressed an unqualified opinion on the
effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the
current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which it relates.
Assessment of the carrying value of flight equipment subject to operating
leases
As discussed in Note 1 to the consolidated financial statements, the Company's
assessment of the carrying value of flight equipment is performed on an
aircraft by aircraft basis and is measured by comparing the carrying amount of
the individual aircraft to the future undiscounted cash flows expected to be
generated by that aircraft. The future undiscounted cash flows consist of cash
flows from currently contracted leases, future projected lease rates, and
estimated residual value for each aircraft. The Company develops assumptions
used in the recoverability analysis based on the knowledge of active lease
contracts, current and future expectations of the global demand for a
particular aircraft type, potential for alternative use of aircraft and
historical experience in the aircraft leasing market and aviation industry, as
well as information received from third-party industry sources.
The net book value of flight equipment subject to operating leases as of
December 31, 2025 was $29.1 billion, which included 462 aircraft.
We identified the assessment of the carrying value of certain flight equipment
subject to operating leases as a critical audit matter. Challenging and
subjective auditor judgment was required in assessing the future undiscounted
cash flows on a certain aircraft. Specifically, key assumptions included
future projected leases and residual value. Changes to these key assumptions
could have an effect on the Company's impairment analysis.
The following are the primary procedures we performed to address this critical
audit matter. We evaluated the design and tested the operating effectiveness
of the internal controls related to the Company's impairment assessment of
flight equipment, including controls related to the development of cash flows
for aircraft. We recalculated the future undiscounted cash flows for certain
aircraft using a combination of executed third-party lease contracts, internal
data, and other third-party data. We evaluated the Company's cash flows from
future projected leases by comparing the cash flows from future projected
leases for a specified aircraft type to actual leases currently obtained for
that aircraft type. In addition, we involved valuation professionals with
specialized skills and knowledge, who assisted in (1) evaluating the residual
value of these aircraft used by the Company by comparing to an independently
determined value and (2) evaluating certain future lease rates used by the
Company by comparing to available market data and industry knowledge.
/s/ KPMG LLP
We have served as the Company's auditor since 2010.
Irvine, California
February 12, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Air Lease Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Air Lease Corporation and subsidiaries' (the Company) internal
control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of the Company as of December 31, 2025 and 2024, the related
consolidated statements of income and other comprehensive income/(loss),
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2025, and the related notes (collectively, the
consolidated financial statements), and our report dated February 12, 2026
expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over
financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Irvine, California
February 12, 2026
Air Lease Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31, 2025 December 31, 2024
(in thousands, except share and par value amounts)
Assets
Cash and cash equivalents $ 466,410 $ 472,554
Restricted cash 3,540 3,550
Flight equipment subject to operating leases 35,880,458 34,168,919
Less accumulated depreciation (6,826,828) (5,998,453)
29,053,630 28,170,466
Net investment in sales-type leases 460,806 433,048
Deposits on flight equipment purchases 1,052,141 761,438
Flight equipment held for sale 529,016 951,181
Other assets 1,318,150 1,485,659
Total assets $ 32,883,693 $ 32,277,896
Liabilities and Stockholders' Equity
Accrued interest and other payables $ 1,012,345 $ 1,272,984
Debt financing, net of discounts and issuance costs 19,730,129 20,209,985
Security deposits on flight equipment leases 622,556 624,597
Maintenance reserves on flight equipment leases 1,477,046 1,180,741
Rentals received in advance 143,631 136,566
Deferred tax liability 1,425,230 1,320,397
Total liabilities $ 24,410,937 $ 24,745,270
Stockholders' Equity
Preferred Stock, $0.01 par value; 50,000,000 shares authorized; 900,000 9 9
(aggregate liquidation preference of $900,000) shares issued and outstanding
at December 31, 2025 and December 31, 2024, respectively
Class A common stock, $0.01 par value; 500,000,000 shares authorized; 1,120 1,114
112,035,408 and 111,376,884 shares issued and outstanding at December 31,
2025 and December 31, 2024, respectively
Class B Non-Voting common stock, $0.01 par value; authorized 10,000,000 - -
shares; no shares issued or outstanding
Paid-in capital 3,383,414 3,364,712
Retained earnings 5,092,929 4,147,218
Accumulated other comprehensive (loss)/income (4,716) 19,573
Total stockholders' equity $ 8,472,756 $ 7,532,626
Total liabilities and stockholders' equity $ 32,883,693 $ 32,277,896
(See Notes to Consolidated Financial Statements)
Air Lease Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME/(LOSS)
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands, except share and per share amounts)
Revenues and other income
Rental of flight equipment revenue
Lease rentals $ 2,615,364 $ 2,407,506 $ 2,310,347
Maintenance rentals and other receipts 69,155 80,449 167,260
Total rental of flight equipment revenue 2,684,519 2,487,955 2,477,607
Gain on aircraft sales and trading and other income 331,230 245,702 207,370
Total revenues and other income 3,015,749 2,733,657 2,684,977
Expenses
Interest 837,761 781,996 654,910
Amortization of debt discounts and issuance costs 52,799 54,823 54,053
Interest expense 890,560 836,819 708,963
Depreciation of flight equipment 1,223,532 1,143,761 1,068,772
Recoveries of Russian fleet write-off (736,409) - (67,022)
Selling, general, and administrative 219,443 185,933 186,015
Stock-based compensation expense 48,930 33,887 34,615
Total expenses 1,646,056 2,200,400 1,931,343
Income before taxes 1,369,693 533,257 753,634
Income tax expense (281,306) (105,553) (139,012)
Net income $ 1,088,387 $ 427,704 $ 614,622
Preferred stock dividends (44,325) (55,631) (41,700)
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Other comprehensive income/(loss):
Foreign currency translation adjustment (113,896) 82,952 (20,197)
Change in fair value of hedged transactions 82,996 (59,850) 19,460
Total tax benefit/(expense) on other comprehensive income/loss 6,611 (5,304) 157
Other comprehensive income/(loss), net of tax (24,289) 17,798 (580)
Total comprehensive income attributable for common stockholders $ 1,019,773 $ 389,871 $ 572,342
Earnings per share of common stock:
Basic $ 9.35 $ 3.34 $ 5.16
Diluted $ 9.29 $ 3.33 $ 5.14
Weighted-average shares of common stock outstanding
Basic 111,712,160 111,325,481 111,005,088
Diluted 112,330,337 111,869,386 111,438,589
(See Notes to Consolidated Financial Statements)
Air Lease Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Preferred Stock Class A Class B Non‑Voting Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income/(Loss)
Common Stock Common Stock
Shares Amount Shares Amount Shares Amount Total
(in thousands, except share and per share amounts)
Balance at December 31, 2022 10,600,000 $ 106 $ 1,109 - $ - $ 3,255,973 $ 3,386,820 $ 2,355 $ 6,646,363
110,892,097
Issuance of common stock upon vesting of restricted stock units - - 213,399 2 - - - - - 2
Stock-based compensation expense - - - - - - 34,615 - - 34,615
Cash dividends (declared $0.81 per share of Class A common stock) - - - - - - - (89,929) - (89,929)
Cash dividends (declared on preferred stock) - - - - - - - (41,700) - (41,700)
Change in foreign currency translation adjustment and in fair value of hedged - - - - - - - - (580) (580)
transactions, net of tax
Tax withholdings on stock based-compensation - - (78,244) (1) - - (3,354) - - (3,355)
Net income - - - - - - - 614,622 - 614,622
Balance at December 31, 2023 10,600,000 $ 106 $ 1,110 - $ - $ 3,287,234 $ 3,869,813 $ 1,775 $ 7,160,038
111,027,252
Issuance of common stock upon vesting of restricted stock units - - 577,537 6 - - - - - 6
Issuance of preferred stock 300,000 3 - - - - 295,009 - - 295,012
Redemption of preferred stock (10,000,000) (100) - - - - (242,031) (7,869) - (250,000)
Stock-based compensation expense - - - - - - 33,887 - - 33,887
Cash dividends (declared $0.85 per share of Class A common stock) - - - - - - - (94,668) - (94,668)
Cash dividends (declared on preferred stock) - - - - - - - (47,762) - (47,762)
Change in foreign currency translation adjustment and in fair value of hedged - - - - - - - - 17,798 17,798
transactions, net of tax
Tax withholdings on stock based-compensation - - (227,905) (2) - - (9,387) - - (9,389)
Net income - - - - - - - 427,704 - 427,704
Balance at December 31, 2024 900,000 $ 9 $ 1,114 - $ - $ 3,364,712 $ 4,147,218 $ 19,573 $ 7,532,626
111,376,884
Issuance of common stock upon vesting of restricted stock units - - 1,212,787 12 - - - - - 12
Stock-based compensation expense - - - - - - 48,930 - - 48,930
Cash dividends (declared $0.88 per share of Class A common stock) - - - - - - - (98,351) - (98,351)
Cash dividends (declared on preferred stock) - - - - - - - (44,325) - (44,325)
Change in foreign currency translation adjustment and in fair value of hedged - - - - - - - - (24,289) (24,289)
transactions, net of tax
Tax withholdings on stock based-compensation - - (554,263) (6) - - (30,228) - - (30,234)
Net income - - - - - - - 1,088,387 - 1,088,387
Balance at December 31, 2025 900,000 $ 9 $ 1,120 - $ - $ 3,383,414 $ 5,092,929 $ (4,716) $ 8,472,756
112,035,408
(See Notes to Consolidated Financial Statements)
Air Lease Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands)
Operating Activities
Net income $ 1,088,387 $ 427,704 $ 614,622
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation of flight equipment 1,223,532 1,143,761 1,068,772
Recoveries of Russian fleet write-off (736,409) - (67,022)
Stock-based compensation expense 48,930 33,887 34,615
Deferred taxes 150,998 63,021 133,358
Amortization of prepaid lease costs 93,546 101,800 75,389
Amortization of discounts and debt issuance costs 52,799 54,823 54,053
Gain on aircraft sales, trading and other activity (261,085) (228,466) (226,945)
Changes in operating assets and liabilities:
Other assets 100,331 12,521 48,310
Accrued interest and other payables (33,618) 75,172 13,333
Rentals received in advance 7,218 (7,204) (1,605)
Net cash provided by operating activities 1,734,629 1,677,019 1,746,880
Investing Activities
Acquisition of flight equipment (2,348,253) (3,727,416) (3,789,113)
Payments for deposits on flight equipment purchases (1,045,667) (446,343) (433,452)
Proceeds from aircraft sales, trading and other activity 1,582,970 1,524,711 1,684,814
Proceeds from settlement of insurance claims 727,572 - 64,714
Acquisition of aircraft furnishings, equipment and other assets (237,683) (387,255) (305,346)
Net cash used in investing activities (1,321,061) (3,036,303) (2,778,383)
Financing Activities
Net proceeds from preferred stock issuance - 295,012 -
Redemption of preferred stock - (250,000) -
Cash dividends paid on Class A common stock (98,267) (93,481) (88,792)
Cash dividends paid on preferred stock (44,325) (47,762) (41,700)
Tax withholdings on stock-based compensation (30,221) (9,387) (3,354)
Net change in unsecured revolving facilities 130,000 (930,000) 80,000
Net change in commercial paper balance 1,361,400 - -
Proceeds from debt financings 683,074 5,201,695 2,993,732
Payments in reduction of debt financings (2,816,359) (3,210,028) (2,593,338)
Debt issuance costs (4,665) (10,277) (13,052)
Security deposits and maintenance reserve receipts 489,668 452,022 398,345
Security deposits and maintenance reserve disbursements (90,027) (26,898) (15,863)
Net cash (used in)/provided by financing activities (419,722) 1,370,896 715,978
Net (decrease)/increase in cash (6,154) 11,612 (315,525)
Cash, cash equivalents and restricted cash at beginning of period 476,104 464,492 780,017
Cash, cash equivalents and restricted cash at end of period $ 469,950 $ 476,104 $ 464,492
Air Lease Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands)
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $ 915,815 $ 794,330 $ 693,826
$43,411, $42,390 and $43,093 at December 31, 2025, 2024 and 2023,
respectively
Cash paid for income taxes $ 59,330 $ 57,433 $ 7,801
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest and deposits on flight $ 969,210 $ 1,192,974 $ 827,377
equipment purchases applied to acquisition of flight equipment and other
assets
Flight equipment subject to operating leases reclassified to flight equipment $ 1,230,864 $ 1,821,084 $ 1,730,212
held for sale
Transfer of flight equipment to investment in sales-type lease $ 33,778 $ 106,043 $ 66,907
Cash dividends declared on Class A common stock, not yet paid $ 24,588 $ 24,503 $ 23,316
(See Notes to Consolidated Financial Statements)
Air Lease Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Preparation and Summary of Significant Accounting Policies
Organization
Air Lease Corporation (the "Company", "AL", "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 the most modern, fuel-efficient, new technology commercial jet
aircraft directly from aircraft 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 of generating attractive
returns on equity. As of December 31, 2025, the Company owned 490 aircraft,
managed 45 aircraft and had 218 aircraft on order with aircraft manufacturers.
In addition to its leasing activities, the Company sells aircraft from its
fleet 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.
Principles of consolidation
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.
Segment reporting
The Company's Chief Operating Decision Maker ("CODM"), the Chief Executive
Officer ("CEO"), manages the Company's business activities as a single
operating and reportable segment at the consolidated level. The CODM evaluates
the Company's performance and allocates resources based on its consolidated
financial results, as its aircraft leasing, sales, and management operations
require centralized oversight of key operational functions. As a single
reportable segment entity, the CODM uses consolidated net income attributable
to common stockholders to measure segment profit or loss, allocate resources,
and assess performance. Significant segment expenses are presented in the
Company's consolidated statements of income and other comprehensive
income/(loss).
Rental of flight equipment revenue
The Company leases flight equipment principally under operating leases and
reports rental income ratably over the life of each lease. Rentals received,
but unearned, under the lease agreements are recorded in Rentals received in
advance on the Company's Consolidated Balance Sheets until earned. The
difference between the rental income recorded and the cash received under the
provisions of the lease is included in Lease receivables, as a component of
Other assets on the Company's Consolidated Balance Sheets. An allowance for
doubtful accounts will be recognized for past-due rentals based on
management's assessment of collectability. Management monitors all lessees
with past due lease payments and discuss relevant operational and financial
issues facing those lessees in order to determine an appropriate allowance for
doubtful accounts. In addition, if collection is not reasonably assured, the
Company will not recognize rental income for amounts due under the Company's
lease contracts and will recognize revenue for such lessees on a cash basis.
All of the Company's lease agreements are triple net leases whereby the lessee
is responsible for all taxes, insurance, and aircraft maintenance. In the
future, we may incur repair and maintenance expenses for off-lease aircraft.
We recognize repair and maintenance expense in our Consolidated Statements of
Income for all such expenditures. In many operating lease contracts, the
lessee is obligated to make periodic payments, which are calculated with
reference to the utilization of the airframe, engines, and other major
life-limited components during the lease. In these leases, we will make a
payment to the lessee to compensate the lessee for the cost of the Qualifying
Event incurred, up to the maximum of the amount of Maintenance Reserves
payment made by the lessee during the lease term, net of previous
reimbursements. These payments are made upon the lessee's presentation of
invoices evidencing the completion of such Qualifying Event. The Company
records the portion of Maintenance Reserves that is virtually certain will not
be reimbursed to the lessee as Maintenance rentals and other receipts.
Maintenance Reserves payments which we may be required to reimburse to the
lessee are reflected in Maintenance reserves on flight equipment leases in our
Consolidated Balance Sheets.
Any Maintenance Reserves or end of lease payments collected that were not
reimbursed to the lessee during the term of the lease for a Qualifying Event
are recognized as rental revenues at the end of the lease. Leases that contain
provisions which require us to pay a portion of a lessee's major maintenance
based on the usage of the aircraft and major life-limited components that were
incurred prior to the current lease are recorded as lease incentives based on
estimated payments we expect to pay the lessee. These lease incentives are
amortized as a reduction of rental revenues over the term of the lease.
Lessee-specific modifications are capitalized as initial direct costs and
amortized over the term of the lease as a reduction to rental revenue in our
Consolidated Statements of Income.
Our performance obligation associated with the sale of flight equipment is
satisfied upon delivery of the flight equipment to a customer, which is the
point in time where control of the underlying flight equipment has transferred
to the buyer. Revenue is recognized when the performance obligation is
satisfied and control of the aircraft related to the performance obligation is
transferred to the purchaser.
Net investment in finance or sales-type lease
A net investment in sales-type lease is recognized if a lease meets specific
criteria under Accounting Standards Codification ("ASC") 842 at its inception.
Upon commencement of the lease, the book value of the leased asset is
de-recognized and a net investment in sales-type lease is recognized in our
Consolidated Balance Sheets based on the present value of fixed payments under
the contract and the residual value of the underlying asset, discounted at the
rate implicit in the lease. We recognize the difference between the book value
of the aircraft and the net investment in the lease in Gain on aircraft sales
and trading and other income in our Consolidated Statement of Income. Interest
income on our net investment in sales-type leases is recognized over the lease
term in a manner that produces a constant rate of return on the net investment
in the lease.
Initial direct costs/Lease incentives
The Company records as period costs those internal and other costs incurred in
connection with identifying, negotiating, and delivering aircraft to the
Company's lessees. Amounts paid by the Company to lessees and/or other parties
in connection with originating lease transactions, including any lessor
contributions for maintenance events, are capitalized as lease incentives and
are amortized over the lease term. Additionally, regarding the extension of
leases that contain maintenance reserve provisions, the Company considers
maintenance reserves that were previously recorded as revenue and no longer
meet the virtual certainty criteria as a function of the extended lease term
as lease incentives and capitalizes such costs. The amortization of lease
incentives is recorded as a reduction of lease rentals in the Consolidated
Statements of Income and the lessor contribution associated is included within
Accrued interest and other payables in the Consolidated Balance Sheets.
Cash, cash equivalents and restricted cash
The Company considers cash and cash equivalents to be cash on hand and highly
liquid investments with original maturity dates of 90 days or less.
Restricted cash consists of pledged security deposits, maintenance reserves,
and rental payments related to secured aircraft financing arrangements.
The following table reconciles cash, cash equivalents and restricted cash
reported in the Company's Consolidated Balance Sheets to the total amount
presented in our consolidated statement of cash flows (in thousands):
December 31, 2025 December 31, 2024
Cash and cash equivalents $ 466,410 $ 472,554
Restricted cash 3,540 3,550
Total cash, cash equivalents and restricted cash in the consolidated $ 469,950 $ 476,104
statements of cash flows
Flight equipment
Flight equipment under operating lease is stated at cost less accumulated
depreciation. Purchases, major additions and modifications, and interest on
deposits during the construction phase are capitalized. The Company generally
depreciates passenger aircraft on a straight-line basis over a 25-year life
from the date of manufacture to a 15% residual value. The Company generally
depreciates freighter aircraft on a straight-line basis over a 35-year life
from the date of manufacture to a 15% residual value. Changes in the
assumption of useful lives or residual values for aircraft could have a
significant impact on the Company's results of operations and financial
condition.
Major aircraft improvements and modifications incurred during an off-lease
period are capitalized and depreciated over the lesser of the remaining life
of the flight equipment or the aircraft improvement. In addition, costs paid
by us for scheduled maintenance and overhauls are capitalized and depreciated
over a period to the next scheduled maintenance or overhaul event.
Miscellaneous repairs are expensed when incurred.
The Company's management evaluates on a quarterly basis the need to perform an
impairment test whenever facts or circumstances indicate a potential
impairment has occurred. An assessment is performed whenever events or changes
in circumstances indicate that the carrying amount of an aircraft may not be
recoverable. Recoverability of an aircraft's carrying amount is measured by
comparing the carrying amount of the aircraft to future undiscounted net cash
flows expected to be generated by the aircraft. The undiscounted cash flows
consist of cash flows from currently contracted leases, future projected lease
rates, and estimated residual or scrap values for each aircraft. We develop
assumptions used in the recoverability analysis based on our knowledge of
active lease contracts, current and future expectations of the global demand
for a particular aircraft type, potential for alternative use of aircraft and
historical experience in the aircraft leasing market and aviation industry, as
well as information received from third-party industry sources. The factors
considered in estimating the undiscounted cash flows are affected by changes
in future periods due to changes in contracted lease rates, economic
conditions, technology, and airline demand for a particular aircraft type. In
the event that an aircraft does not meet the recoverability test and the
aircraft's carrying amount falls below estimated values from third-party
industry sources, the aircraft will be recorded at fair value in accordance
with the Company's Fair Value Policy, resulting in an impairment charge. The
Company's Fair Value Policy is described below under "Fair Value
Measurements".
Maintenance Rights
The Company identifies, measures, and accounts for maintenance right assets
and liabilities associated with its acquisitions of aircraft with in-place
leases. A maintenance right asset represents the fair value of the Company's
contractual right under a lease to receive an aircraft in an improved
maintenance condition as compared to the maintenance condition on the
acquisition date. A maintenance right liability represents the Company's
obligation to pay the lessee for the difference between the lease end
contractual maintenance condition of the aircraft and the actual maintenance
condition of the aircraft on the acquisition date.
The Company's aircraft are typically subject to triple-net leases pursuant to
which the lessee is responsible for maintenance, which is accomplished through
one of two types of provisions in its leases: (i) end of lease return
conditions ("EOL Leases") or (ii) periodic maintenance payments ("MR Leases").
(i) EOL Leases
Under EOL Leases, the lessee is obligated to comply with certain return
conditions which require the lessee to perform maintenance on the aircraft or
make cash compensation payments at the end of the lease to bring the aircraft
into a specified maintenance condition.
Maintenance right assets in EOL Leases represent the difference in value
between the contractual right to receive an aircraft in an improved
maintenance condition as compared to the maintenance condition on the
acquisition date. Maintenance right liabilities exist in EOL Leases if, on the
acquisition date, the maintenance condition of the aircraft is greater than
the contractual return condition in the lease and the Company is required to
pay the lessee in cash for the improved maintenance condition. Maintenance
right assets are recorded as a component of Flight equipment subject to
operating leases on the Consolidated Balance Sheets.
When the Company has recorded maintenance right assets with respect to EOL
Leases, the following accounting scenarios exist: (i) the aircraft is returned
at lease expiry in the contractually specified maintenance condition without
any cash payment to the Company by the lessee, the maintenance right asset is
relieved, and an aircraft improvement is recorded to the extent the
improvement is substantiated and deemed to meet the Company's capitalization
policy; (ii) the lessee pays the Company cash compensation at lease expiry in
excess of the value of the maintenance right asset, the maintenance right
asset is relieved, and any excess is recognized as end of lease income; or
(iii) the lessee pays the Company cash compensation at lease expiry that is
less than the value of the maintenance right asset, the cash is applied to the
maintenance right asset, and the balance of such asset is relieved and
recorded as an aircraft improvement to the extent the improvement is
substantiated and meets the Company's capitalization policy. Any aircraft
improvement will be depreciated over a period to the next scheduled
maintenance event in accordance with the Company's policy with respect to
major maintenance and included in Depreciation of flight equipment on the
Company's Consolidated Statements of Income.
When the Company has recorded maintenance right liabilities with respect to
EOL Leases, the following accounting scenarios exist: (i) the aircraft is
returned at lease expiry in the contractually specified maintenance condition
without any cash payment by the Company to the lessee, the maintenance right
liability is relieved, and end of lease income is recognized; (ii) the Company
pays the lessee cash compensation at lease expiry of less than the value of
the maintenance right liability, the maintenance right liability is relieved,
and any difference is recognized as end of lease income; or (iii) the Company
pays the lessee cash compensation at lease expiry in excess of the value of
the maintenance right liability, the maintenance right liability is relieved,
and the excess amount is recorded as an aircraft improvement to the extent
that it meets our capitalization policy.
(ii) MR Leases
Under MR Leases, the lessee is required to make periodic payments to us for
maintenance based upon planned usage of the aircraft. When a Qualifying Event
occurs during the lease term, the Company is required to reimburse the lessee
for the costs associated with such an event. At the end of lease, the Company
is entitled to retain any cash receipts in excess of the required
reimbursements to the lessee.
Maintenance right assets in MR Leases represent the right to receive an
aircraft in an improved condition relative to the actual condition on the
acquisition date. The aircraft is improved by the performance of a Qualifying
Event paid for by the lessee who is reimbursed by the Company from the
periodic maintenance payments that it receives. Maintenance right assets are
recorded as a component of Flight equipment subject to operating leases on the
Consolidated Balance Sheets.
When the Company has recorded maintenance right assets with respect to MR
Leases, the following accounting scenarios exist: (i) the aircraft is returned
at lease expiry and no Qualifying Event has been performed by the lessee since
the acquisition date, the maintenance right asset is offset by the amount of
the associated maintenance payment liability, and any excess is recorded as
end of lease income; or (ii) the Company has reimbursed the lessee for the
performance of a Qualifying Event, the maintenance right asset is relieved,
and an aircraft improvement is recorded to the extent that it meets our
capitalization policy.
As of December 31, 2025 and 2024, there were no maintenance right liabilities
for MR Leases.
When flight equipment is sold, maintenance rights are included in the
calculation of the disposition gain or loss.
For the years ended December 31, 2025 and 2024, the Company did not purchase
any aircraft in the secondary market. As of December 31, 2025 and 2024, the
Company had maintenance right assets of $14.7 million. Maintenance right
assets are included under Flight equipment subject to operating leases in our
Consolidated Balance Sheets.
Flight equipment held for sale
Management evaluates all contemplated aircraft sale transactions to determine
whether all the required criteria have been met under Generally Accepted
Accounting Principles ("GAAP") to classify aircraft as flight equipment held
for sale. Management uses judgment in evaluating these criteria. Due to the
significant uncertainties of potential sale transactions, the held for sale
criteria generally will not be met unless the aircraft is subject to a signed
sale agreement, or management has made a specific determination and obtained
appropriate approvals to sell a particular aircraft or group of aircraft.
Aircraft classified as flight equipment held for sale are recognized at the
lower of their carrying amount or estimated fair value less estimated costs to
sell. At the time aircraft are classified as flight equipment held for sale,
depreciation expense is no longer recognized. As of December 31, 2025, the
Company had 12 aircraft with a carrying value of $529.0 million, which were
held for sale and included in the Consolidated Balance Sheets. As of
December 31, 2024, the Company had 30 aircraft with a carrying value of
$951.2 million, which were held for sale and included in the Consolidated
Balance Sheets.
Capitalized interest
The Company may borrow funds to finance deposits on new flight equipment
purchases. The Company capitalizes interest expense on such borrowings. The
capitalized amount is calculated using our composite borrowing rate and is
recorded as an increase to the cost of the flight equipment on our
Consolidated Balance Sheets at the time of purchase.
Fair value measurements
Fair value is the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The Company measures the fair value of certain assets on
a non-recurring basis, principally our flight equipment, when GAAP requires
the application of fair value, including events or changes in circumstances
that indicate that the carrying amounts of assets may not be recoverable.
The Company records flight equipment at fair value when we determine the
carrying value may not be recoverable. The Company principally uses the income
approach to measure the fair value of flight equipment. The income approach is
based on the present value of cash flows from contractual lease agreements and
projected future lease payments, including contingent rentals, net of
expenses, which extend to the end of the aircraft's economic life in its
highest and best use configuration, as well as a disposition value based on
expectations of market participants. These valuations are considered Level 3
valuations, as the valuations contain significant non-observable inputs.
Income taxes
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred income taxes are
recognized for the tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax basis of existing assets
and liabilities. The effect on deferred taxes of a change in the tax rates is
recognized in income in the period that includes the enactment date. The
Company records a valuation allowance for deferred tax assets when the
probability of realization of the full value of the asset is less than 50%.
The Company recognizes the impact of a tax position, if that position is more
than 50% likely to be sustained on audit, based on the technical merits of the
position. Recognized income tax positions are measured at the largest amount
that is greater than 50% likely to be realized. Changes in recognition or
measurement are reflected in the period in which the change in judgment
occurs.
Deferred costs
The Company incurs debt issuance costs in connection with debt financings.
Those costs are deferred and amortized over the life of the specific loan
using the effective interest method and charged to interest expense. The
Company also incurs costs in connection with equity offerings. Such costs are
deferred until the equity offering is completed and either netted against the
equity raised, or expensed if the equity offering is abandoned.
Aircraft under management
As of December 31, 2025, the Company manages aircraft across three management
platforms: (i) the Blackbird investment funds (ii) the Thunderbolt platform
and (iii) on behalf of a financial institution.
The Company manages aircraft on behalf of two investment funds, Blackbird
Capital I, LLC ("Blackbird I") and Blackbird Capital II, LLC ("Blackbird II").
The Company owns non-controlling interests in each fund representing 9.5% of
the equity of each fund. These investments are accounted for using the equity
method of accounting due to the Company's level of influence and involvement.
The investments are recorded at the amount invested net of the Company's 9.5%
share of net income or loss, less any distributions or return of capital
received from the entities.
Also, the Company manages aircraft that it has sold through its Thunderbolt
platform. The Company's Thunderbolt platform facilitates the sale of mid-life
aircraft to investors while allowing the Company to continue the management of
these aircraft for a fee. In connection with the sale of aircraft portfolios
through the Company's Thunderbolt platform, the Company has non-controlling
interests of approximately 5.0% in two entities. These investments are
accounted for using the cost method of accounting and are recorded at the
amount invested less any return of capital received from the respective
entity.
Finally, the Company also manages two aircraft for a financial institution for
a fee. The Company does not have any equity interest in these financial
institutions nor ownership of the aircrafts.
Stock-based compensation
Stock-based compensation cost is measured at the grant date based on the fair
value of the award. Stock-based compensation expense is recognized over the
requisite service periods of the awards on a straight-line basis.
Use of estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates.
Reclassification
Certain amounts have been reclassified in the 2023 and 2024 financial
statements to conform to the 2025 presentation.
Recently issued accounting pronouncements
In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting
Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)
("ASU 2024-03"). In January 2025, the FASB issued Clarifying the Effective
Date ("ASU 2025-01") to add some clarity around the effective date of the
guidance. ASU 2024-03 requires disaggregated information for specified
categories of expenses, including inventory purchases, employee compensation,
depreciation, amortization, and depletion, to be presented in certain expense
captions on the face of the income statement. The new standard is effective
for annual periods beginning after December 15, 2026, and for interim periods
within fiscal years beginning after December 15, 2027. Early adoption is
permitted. The amendments may be applied either prospectively, to financial
statements issued after the effective date, or retrospectively, to all prior
periods presented. The Company is currently evaluating the impact of ASU
2024-03 on its financial statement disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic
270): Narrow-Scope Improvements ("ASU 2025-11"). The amendments clarify and
reorganize existing interim reporting guidance, including the scope of Topic
270 and interim disclosure requirements, and introduce a disclosure principle
requiring entities to disclose material events or changes occurring since the
most recent annual reporting period. ASU 2025-11 is effective for interim
reporting periods within annual reporting periods beginning after December 15,
2027. Early adoption is permitted. The Company is currently evaluating the
impact of ASU 2025-11 on its consolidated financial statements and related
disclosures.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures ("ASU 2023-09"), which enhances income
tax disclosures primarily through additional disaggregation and
standardization of the effective tax rate reconciliation and disclosure of
income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the
year ended December 31, 2025, and applied the amended disclosure requirements
prospectively. See Note 9, Income Taxes, in the accompanying notes to the
consolidated financial statements for additional information.
Note 2. Debt Financing
The Company's consolidated debt as of December 31, 2025 and 2024 is
summarized below:
December 31, 2025 December 31, 2024
(in thousands)
Unsecured
Senior unsecured securities $ 13,860,558 $ 16,046,662
Term financings 3,846,800 3,628,600
Commercial paper 1,361,400 -
Revolving Credit Facility - 170,000
Other revolving credit facilities 300,000 -
Total unsecured debt financing 19,368,758 19,845,262
Secured
Term financings 318,348 354,208
Export credit financing 175,238 190,437
Total secured debt financing 493,586 544,645
Total debt financing 19,862,344 20,389,907
Less: Debt discounts and issuance costs (132,215) (179,922)
Debt financing, net of discounts and issuance costs $ 19,730,129 $ 20,209,985
At December 31, 2025, management of the Company believes it is in compliance
in all material respects with the covenants in its debt agreements, including
minimum consolidated stockholders' equity, minimum consolidated unencumbered
assets, and an interest coverage ratio test. At December 31, 2025 and
December 31, 2024, the composite interest rate (excluding amortization of debt
discounts and issuance costs) was 4.15% and 4.14%, respectively.
Senior unsecured securities (including Medium-Term Note Program)
As of December 31, 2025, the Company had $13.9 billion in aggregate
principal amount of senior unsecured notes outstanding with remaining terms
ranging from less than one month to six years and bearing interest at fixed
rates ranging from 1.875% to 5.95%. As of December 31, 2024, we had
$16.0 billion in aggregate principal amount of senior unsecured notes
outstanding bearing interest at fixed rates ranging from 1.875% to 5.95%.
Unsecured syndicated revolving credit facility
As of December 31, 2025 the Company did not have any amounts outstanding, and
as of February 12, 2026, the Company had $750.0 million outstanding under its
unsecured syndicated revolving credit facility (the "Revolving Credit
Facility"), respectively. As of December 31, 2024, the Company had $0.2
billion outstanding 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.
In April 2025, the Company amended and extended its Revolving Credit Facility
through an amendment that, among other things, (i) added ALC Aircraft
Financing Designated Activity Company, an indirect, wholly-owned subsidiary of
the Company, as a borrower to the Revolving Credit Facility under a new
tranche B revolving commitment totaling $250.0 million (ii) extended the
final maturity date from May 5, 2028 to May 5, 2029 and (iii) amended the
total revolving commitments thereunder to approximately $8.2 billion as of
May 5, 2025. Borrowings under the Revolving Credit Facility continue to accrue
interest at Adjusted Term SOFR (as defined in the Revolving Credit Facility)
plus a margin of 1.05% per year. The Company is required to pay a facility fee
of 0.20% per year in respect of total commitments under the Revolving Credit
Facility. Interest rate and facility fees are subject to changes in the
Company's credit ratings.
In May 2025, the Company entered into a new lender supplement which increased
the aggregate capacity of the Revolving Credit Facility by $250.0 million.
The additional capacity has a stated maturity date of May 5, 2029.
As of February 12, 2026, lenders held revolving commitments totaling
approximately $8.4 billion. Lenders held revolving commitments totaling
approximately $8.0 billion that mature on May 5, 2029, commitments totaling
$125.0 million that mature on May 5, 2028, commitments totaling
$25.0 million that mature on May 5, 2027 and commitments totaling
$210.0 million that mature on May 5, 2026.
Other unsecured revolving credit facilities
As of December 31, 2025, and February 12, 2026, the Company had outstanding
balances of $300.0 million and $750 million, respectively. Borrowings under
these facilities bear interest at rates ranging from Adjusted Term SOFR plus
1.00% to Term SOFR plus 1.05%, or at the applicable rate, and mature in 2026.
As of December 31, 2024, the Company did not have outstanding balances under
its other unsecured revolving credit facilities. These facilities are not
guaranteed and are available at the sole discretion of the lender, who has the
right to modify or terminate the facilities at any time.
Unsecured term financings
As of December 31, 2025 and 2024, the outstanding balance on the Company's
unsecured term financings was $3.8 billion and $3.6 billion, respectively.
In December 2024, the Company entered into a $966.5 million unsecured term
loan with a three-year maturity bearing interest at one-month Term SOFR plus a
margin of 1.125%, subject to adjustment based on our credit rating. In April
2025, pursuant to the terms of the loan agreement, the Company exercised its
option for additional commitments totaling $33.5 million. The term loan
contains customary covenants and events of default consistent with the
Company's Revolving Credit Facility.
In addition, during the year ended December 31, 2025, the Company also entered
into three other unsecured term facilities, with aggregate commitments
totaling $550.0 million with terms ranging between one to two years, bearing
interest at a floating rate between one-month SOFR plus 1.00% and one-month
SOFR plus 1.15% plus a credit spread adjustment of 0.10%.
Secured debt financings
As of December 31, 2025, the Company had an outstanding balance of
$493.6 million in secured debt financings and had pledged ten aircraft as
collateral with a net book value of $728.6 million. As of December 31, 2024,
the Company had an outstanding balance of $544.6 million in secured debt
financings and pledged ten aircraft as collateral with a net book value of
$772.7 million. All of the Company's secured obligations as of December 31,
2025 and 2024 were recourse in nature to the Company.
Commercial paper program
On January 21, 2025, the Company established a commercial paper program under
which it may issue unsecured commercial paper up to a total of $2.0 billion
outstanding at any time, with maturities of up to 397 days from the date of
issue. The net proceeds from the issuance of commercial paper are used for
general corporate purposes, which may include, among other things, the
purchase of commercial aircraft and the repayment of existing indebtedness. As
of December 31, 2025, and February 12, 2026, the Company had an outstanding
balance of $1.4 billion and $1.6 billion under its commercial paper program,
bearing weighted average interest rates of 4.26% and 4.15% and a weighted
average maturity of less than one month, respectively.
Maturities of debt outstanding as of December 31, 2025 are as follows:
(in thousands)
Years ending December 31,
2026 $ 8,002,441
2027
4,026,176
2028
3,130,140
2029
1,071,769
2030
2,167,349
Thereafter
1,464,469
Total $ 19,862,344
Note 3. Interest Expense
The following table shows the components of interest for the years ended
December 31, 2025, 2024, and 2023:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands)
Interest on borrowings $ 881,172 $ 824,386 $ 698,003
Less capitalized interest (43,411) (42,390) (43,093)
Interest 837,761 781,996 654,910
Amortization of discounts and deferred debt issue costs 52,799 54,823 54,053
Interest expense $ 890,560 $ 836,819 $ 708,963
Note 4. Flight equipment subject to operating lease
The following table summarizes the activities for the Company's flight
equipment subject to operating lease for the year ended December 31, 2025:
(in thousands)
Net book value as of December 31, 2024 $ 28,170,466
Purchase of flight equipment 3,371,338
Depreciation of flight equipment (1,223,532)
Flight equipment subject to operating leases reclassified to flight equipment (1,230,864)
held for sale
Transfer of flight equipment to investment in sales-type lease (33,778)
Net book value as of December 31, 2025 $ 29,053,630
Accumulated depreciation as of December 31, 2025 (6,826,828)
Update on Russian fleet
In June 2022, the Company and certain of its subsidiaries (collectively, the
"Plaintiffs") submitted insurance claims to the insurers (collectively, the
"C&P Insurers") on the Plaintiffs' contingent and possessed insurance
policy ("C&P Policy") to recover losses relating to aircraft detained in
Russia for which the Company recorded a net write-off of its interests in its
owned aircraft totaling approximately $760.1 million for the year ended
December 31, 2022. On December 20, 2022, the Plaintiffs filed suit in the Los
Angeles County Superior Court of the State of California against the C&P
Insurers in connection with their previously submitted insurance claims (the
"California Litigation").
On January 19, 2024, certain of the Plaintiffs filed suit in the High Court of
Justice, Business & Property Courts of England & Wales, Commercial
Court against the Russian airlines' aviation insurers and reinsurance insurers
(collectively, the "Airlines' Insurers") seeking recovery under the Russian
airlines' insurance policies for certain aircraft that remain in Russia (the
"London Litigation"). The London Litigation remains in the early stages and a
trial has been set to begin in October 2026.
During the year ended December 31, 2025, the Plaintiffs entered into
settlement agreements with all C&P Insurers. As a result, the Company
recognized an aggregate of $727.6 million in cash insurance settlement
proceeds. All proceeds are recognized under Recoveries of Russian fleet
write-off in the Company's consolidated statement of income and comprehensive
income.
Pursuant to the terms of the settlement agreements with the C&P Insurers
and following receipt of proceeds, the Plaintiffs (i) released their insurance
claims against the C&P Insurers under the C&P Policy in the California
Litigation, (ii) released their insurance claims against the C&P Insurers
under the reinsurance policies at issue in the London Litigation, and (iii)
dismissed the C&P Insurers from the California Litigation and London
Litigation. On September 5, 2025, all remaining claims in the California
Litigation were dismissed.
As of February 12, 2026, the Company has recovered an aggregate of
$823.2 million against its initial $791.0 million write-off of its interests
in owned aircraft detained in Russia taken during the first quarter of 2022,
comprised of $727.6 million in cash insurance settlement proceeds received
from C&P Insurers, $64.7 million in cash insurance settlement proceeds,
net of fees, received in December 2023 under Russian airline S7's insurance
policies in respect of four aircraft in the Company's owned fleet on lease to
S7 at the time of Russia's invasion of Ukraine, and a $30.9 million benefit
recorded from the October 2022 return of one Boeing 737-8 MAX aircraft that
was not operating and had been in storage in Russia since the 737 MAX
grounding.
The Plaintiffs continue to have claims against certain Airlines' Insurers in
the London Litigation and will continue to vigorously pursue all available
insurance claims and related insurance litigation, and all rights and remedies
therein. Collection, timing and amounts of any additional insurance and
related recoveries in the London Litigation remain uncertain at this time.
Note 5. Flight Equipment Held for Sale
As of December 31, 2025, the Company had 12 aircraft, with a carrying value
of $529.0 million, which were classified as held for sale. The Company
expects the sale of all 12 aircraft to be completed during 2026. As of
December 31, 2025, the Company received an aggregate of $194.9 million in
purchase deposits pursuant to sale agreements related to two of the 12
aircraft, which amount is included in Accrued interest and other payables on
the Consolidated Balance Sheets.
As of December 31, 2024, the Company had 30 aircraft, with a carrying value
of $951.2 million, which were classified as held for sale.
During the year ended December 31, 2025, the Company transferred 30 aircraft
from flight equipment subject to operating lease to flight equipment held for
sale and completed the sale of 48 aircraft from its held for sale portfolio.
The Company ceases recognition of depreciation expense once an aircraft is
classified as held for sale.
The following table summarizes the activities of the Company's flight
equipment held for sale for the year ended December 31, 2025 based on
carrying value:
(in thousands)
Flight equipment held for sale as of December 31, 2024 $ 951,181
Flight equipment subject to operating leases reclassified to flight equipment 1,230,864
held for sale
Aircraft sales (1,653,029)
Flight equipment held for sale as of December 31, 2025 $ 529,016
Note 6. Stockholders' Equity
The Company was authorized to issue up to 500,000,000 shares of Class A
common stock, $0.01 par value, at December 31, 2025 and 2024. As of
December 31, 2025 and 2024, the Company had 112,035,408 and 111,376,884
shares of Class A common stock issued and outstanding, respectively. The
Company was authorized to issue up to 10,000,000 shares of Class B non-voting
common stock, $0.01 par value at December 31, 2025 and December 31, 2024.
The Company did not have any shares of Class B non-voting common stock, $0.01
par value, issued or outstanding as of December 31, 2025 or December 31,
2024.
The Company was authorized to issue up to 50,000,000 shares of preferred
stock, $0.01 par value, at December 31, 2025 and 2024. As of December 31,
2025 and 2024, the Company had 300,000 shares of 4.65% Fixed-Rate Reset
Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred
Stock"), $0.01 par value, issued and outstanding with an aggregate liquidation
preference of $300.0 million ($1,000 per share), 300,000 shares of 4.125%
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (the
"Series C Preferred Stock"), $0.01 par value, issued and outstanding with an
aggregate liquidation preference of $300.0 million ($1,000 per share), and
300,000 shares of 6.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred
Stock, Series D (the "Series D Preferred Stock"), $0.01 par value, issued and
outstanding with an aggregate liquidation preference of $300.0 million
($1,000 per share).
The following table summarizes the Company's preferred stock issued and
outstanding as of December 31, 2025 (in thousands, except for share amounts
and percentages):
Shares Issued and Outstanding as of December 31, 2025 Liquidation Preference Issue Date Dividend Rate in Effect at December 31, 2025((2)) Next dividend rate reset date Dividend rate after reset date
as of December 31, 2025((1))
Series B 300,000 $ 300,000 March 2, 2021 4.650 % June 15, 2026 5 Yr U.S. Treasury plus 4.076%
Series C 300,000 300,000 October 13, 2021 4.125 % December 15, 2026 5 Yr U.S. Treasury plus 3.149%
Series D 300,000 300,000 September 24, 2024 6.000 % December 15, 2029 5 Yr U.S. Treasury plus 2.560%((3))
Total 900,000 $ 900,000
(1) The Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock each have a redemption price of $1,000.00 per share, plus any
declared and unpaid dividends to, but excluding, the redemption date without
accumulation of any undeclared dividends.
(2) Dividends on preferred stock are discretionary and non-cumulative. When
declared dividends on the Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock are reset every five years and payable quarterly
in arrears.
(3) With respect to the Series D Preferred Stock, the dividend rate during any
reset period is subject to a 6.00% floor.
Note 7. Rental Income
At December 31, 2025, minimum future rentals on non-cancellable operating
leases of flight equipment in the Company's owned fleet, which have been
delivered as of December 31, 2025, are as follows:
(in thousands)
Years ending December 31,
2026 $ 2,683,447
2027 2,612,519
2028 2,475,033
2029 2,271,228
2030 2,082,461
Thereafter 7,441,921
Total $ 19,566,609
The Company recorded $69.2 million, and $80.4 million in maintenance rentals
and other receipts based on its lessees' usage of the aircraft for the years
ended December 31, 2025 and 2024, respectively.
The following table shows the scheduled lease terminations (for the minimum
non-cancellable period which does not include contracted unexercised lease
extension options) of the Company's owned aircraft as of December 31, 2025,
updated through February 12, 2026:
Aircraft Type 2026 2027 2028 2029 2030 Thereafter Total
Airbus A220-100 - - - - - 8 8
Airbus A220-300 - 2 - - - 31 33
Airbus A320-200 2 1 - 1 - 13 17
Airbus A320-200neo - 3 4 3 3 10 23
Airbus A321-200 1 3 6 5 2 - 17
Airbus A321-200neo 1 6 6 10 8 78 109
Airbus A330-200((1)) - - 3 6 - 4 13
Airbus A330-300 - 1 1 1 1 1 5
Airbus A330-900neo - - - 1 - 27 28
Airbus A350-900 - - - - - 17 17
Airbus A350-1000 - - - - - 8 8
Boeing 737-800 5 8 10 6 2 7 38
Boeing 737-8 MAX - 4 4 1 9 53 71
Boeing 737-9 MAX - - - 1 2 32 35
Boeing 777-200ER - 1 - - - - 1
Boeing 777-300ER - 1 5 2 6 9 23
Boeing 787-9 1 - 3 4 3 15 26
Boeing 787-10 - - - - - 17 17
Embraer E190 - - - - 1 - 1
Total((2)) 10 30 42 41 37 330 490
(1) As of December 31, 2025 and 2024, aircraft count includes three and two
Airbus A330-200 aircraft classified as freighters, respectively.
(2) As of December 31, 2025 and 2024, the Company's owned fleet count
included 12 and 30 aircraft classified as flight equipment held for sale,
respectively, and 16 and 15 aircraft classified as net investments in
sales-type leases, respectively.
Note 8. Concentration of Risk
Geographical and credit risks
As of December 31, 2025, all of the Company's Rental of flight equipment
revenues were generated by leasing flight equipment to foreign and domestic
airlines, and the Company leased and managed aircraft to 102 customers whose
principal places of business are located in 53 countries as of December 31,
2025 compared to 116 lessees in 58 countries as of December 31, 2024.
Over 95% of the Company's aircraft are operated internationally. The following
table sets forth the regional concentration based on each airline's principal
place of business of the Company's flight equipment subject to operating
leases based on net book value as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Region Net Book % of Total Net Book % of Total
Value Value
(in thousands, except percentages)
Europe $ 11,356,104 39.1 % $ 11,653,668 41.4 %
Asia Pacific 10,602,176 36.5 % 10,077,621 35.8 %
Central America, South America, and Mexico 3,114,662 10.7 % 2,685,098 9.5 %
The Middle East and Africa 2,254,646 7.8 % 1,971,448 7.0 %
U.S. and Canada 1,726,042 5.9 % 1,782,631 6.3 %
Total $ 29,053,630 100.0 % $ 28,170,466 100.0 %
At December 31, 2025 and 2024, the Company owned and managed leased aircraft
to customers in the following regions based on each airline's principal place
of business:
December 31, 2025 December 31, 2024
Region Number of Customers((1)) % of Total Number of Customers((1)) % of Total
Europe 45 44.1 % 51 44.0 %
Asia Pacific 26 25.5 % 32 27.6 %
The Middle East and Africa 13 12.7 % 14 12.1 %
U.S. and Canada 10 9.8 % 11 9.5 %
Central America, South America and Mexico 8 7.9 % 8 6.8 %
Total 102 100.0 % 116 100.0 %
(1) A customer is an airline with its own operating certificate.
The following table sets forth the dollar amount and percentage of the
Company's Rental of flight equipment revenues from its flight equipment
subject to operating leases attributable to the indicated regions based on
each airline's principal place of business:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Region Amount of Rental Revenue % of Total Amount of Rental Revenue % of Total Amount of Rental Revenue % of Total
(in thousands, except percentages)
Europe $ 1,038,463 38.7 % $ 944,637 38.0 % $ 769,407 31.1 %
Asia Pacific 1,029,664 38.3 % 1,004,202 40.4 % 1,156,837 46.7 %
The Middle East and Africa 240,329 9.0 % 206,846 8.3 % 262,554 10.6 %
Central America, South America and Mexico 223,273 8.3 % 189,919 7.6 % 156,275 6.3 %
U.S. and Canada 152,790 5.7 % 142,351 5.7 % 132,534 5.3 %
Total $ 2,684,519 100.0 % $ 2,487,955 100.0 % $ 2,477,607 100.0 %
For the years ended December 31, 2025 and 2024, no individual country
represented at least 10% of the Company's rental revenue based on each
airline's principal place of business; however, for the year ended December
31, 2023, China was the only individual country that represented at least 10%
of the Company's rental revenue based on each airline's principal place of
business, with rental revenues of $330.8 million.
For the years ended December 31, 2025, 2024, and 2023, no individual airline
contributed more than 10% to the Company's rental revenue.
Currency risk
The Company attempts 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.
Note 9. Income Tax
The provision for income taxes consists of the following:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands)
Current:
Federal $ 113,626 $ 37,405 $ -
State 4,145 3,209 2,195
Foreign 12,537 1,918 3,463
Deferred:
Federal 91,400 16,548 309,614
State 3,155 36 343
Foreign 56,443 46,437 (176,603)
Income tax expense $ 281,306 $ 105,553 $ 139,012
Income before taxes consisted of the following:
Year Ended Year Ended Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
(in thousands)
Domestic $ 1,151,087 $ 415,001 $ 658,023
Foreign 218,606 118,256 95,611
Income before taxes $ 1,369,693 $ 533,257 $ 753,634
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as
described in Note 1, Basis of Preparation and Summary of Significant
Accounting Policies, the reconciliation of taxes at the federal statutory rate
to our provision for income taxes for the year ended December 31, 2025 was as
follows:
Year Ended
December 31, 2025
Amount of Income Tax Expense % of Total
(in thousands, except percentages)
Income taxes at statutory federal rate $ 287,625 21.0 %
State and local income taxes, net of federal income tax effect((a)) 5,767 0.4
Foreign tax effects
Ireland
Statutory rate differences between Ireland and United States (16,159) (1.2)
Other 233 0.1
Hong Kong
Statutory rate differences between Hong Kong and United States (3,554) (0.3)
Other 1,882 0.1
Other foreign jurisdictions 1,117 0.1
Tax Credits
Foreign tax credit (3,617) (0.3)
Non-taxable or non-deductible items
Section 162(m) limitation 10,737 0.8
Other (2,725) (0.2)
Income tax expense $ 281,306 20.5 %
(a) State taxes in California, New York State, and New York City, made up the
majority (greater than 50 percent) of the tax-effect in this category.
The reconciliation of taxes at the federal statutory rate to our provision for
income taxes for the years ended December 31, 2024 and 2023 in accordance with
the guidance prior to the adoption of ASU 2023-09 was as follows:
Year Ended Year Ended
December 31, 2024
December 31, 2023
Amount of Income Tax Expense % of Total Amount of Income Tax Expense % of Total
(in thousands, except percentages)
Income taxes at statutory federal rate $ 111,984 21.0 % $ 158,264 21.0 %
Effect of rates different than statutory (12,287) (2.3) (18,917) (2.5)
Foreign tax credit (9,668) (1.8) (10,252) (1.4)
Section 162(m) limitation 5,083 0.9 4,349 0.6
Foreign income taxes 1,912 0.4 3,371 0.5
State income taxes, net of federal income tax effect and other 2,564 0.5 2,005 0.2
Other 5,965 1.1 192 0.1
Income tax expense $ 105,553 19.8 % $ 139,012 18.5 %
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as
described in Note 1, Basis of Preparation and Summary of Significant
Accounting Policies, cash paid for income taxes, net of refunds, during the
year ended December 31, 2025 was as follows:
December 31, 2025
(in thousands)
Domestic
Federal $ 48,315
State 5,131
Foreign
Hong Kong $ 4,680
Other countries 1,204
Total cash paid for income taxes, net of refunds $ 59,330
As of December 31, 2025 and 2024, the Company's net deferred tax assets
(liabilities) are as follows:
December 31, 2025 December 31, 2024
(in thousands)
Deferred tax assets
Net operating losses $ 621,393 $ 561,287
Interest expense limitation 291,865 319,546
Rents received in advance 21,104 22,492
Other 31,254 23,979
Total deferred tax assets 965,616 927,304
Deferred tax liabilities
Aircraft depreciation $ (2,152,757) $ (1,919,687)
Effects of foreign jurisdiction deferred taxes (108,560) (148,114)
Straight-line rents (20,969) (31,785)
Total deferred tax liabilities $ (2,282,286) $ (2,099,586)
Net deferred tax assets/(liabilities) $ (1,316,670) $ (1,172,282)
The Company had deferred tax assets related to interest expense that was
limited for federal income tax purposes of $291.9 million as of December 31,
2025, which are available indefinitely to offset taxable income in future
periods. The Company also has utilized all deferred tax assets related to
foreign tax credits for federal income tax purposes as of December 31, 2025.
As of December 31, 2025, the Company has a net operating loss ("NOL") for
foreign income tax and for state income tax purposes of $620.2 million
(tax-effected) and $1.4 million (tax-effected, excluding the federal
benefit), respectively, which are available to offset taxable income in future
periods. The Company's NOL carryforward expire in the following periods:
NOL Carryforwards (tax effected)
(in thousands)
2026-2030 $ -
Thereafter 621,393
Total carryforwards $ 621,393
As of December 31, 2025, the Company has deferred tax assets of
$108.6 million included in Other assets in the Company's consolidated balance
sheet. The Company has not recorded a valuation allowance against its deferred
tax assets as of December 31, 2025 and 2024 as realization of the deferred tax
asset is considered more likely than not. In assessing the realizability of
the deferred tax assets, management considered whether forecasted income,
together with reversals of existing deferred tax liabilities, and tax planning
strategies will be sufficient to recover the deferred tax assets and tax
credits in making this assessment. Management anticipates the timing
differences on aircraft depreciation will reverse and be available for
offsetting the reversal of deferred tax assets. As of December 31, 2025 and
2024, the Company has not recorded any liability for unrecognized tax
benefits.
The Company files income tax returns in the U.S. and various state and foreign
jurisdictions. The Company is subject to examinations by major tax
jurisdictions for the 2021 tax year and forward. The Internal Revenue Service
has informed the Company of its intent to audit tax year 2023.
Note 10. Commitments and Contingencies
Aircraft Acquisition
As of December 31, 2025, the Company had commitments to acquire a total of
218 new aircraft for delivery through 2031, with an estimated aggregate
commitment (including adjustments for anticipated inflation) of
$12.6 billion. The following table shows the Company's contractual delivery
commitment schedule as of December 31, 2025:
Contractual commitment schedule
Estimated Delivery Years
Aircraft Type 2026 2027 2028 2029 2030 Thereafter Total
Airbus A220-100/300 3 8 14 8 - - 33
Airbus A320/321neo((1)) 20 38 34 34 - - 126
Airbus A330-900neo 1 - - - - - 1
Boeing 737-7/8/9 MAX 23 21 2 - - 5 51
Boeing 787-9/10 6 1 - - - - 7
Total((2)) 53 68 50 42 - 5 218
(1) The Company's Airbus A320/321neo aircraft orders include 13 long-range
variants and 48 extra long-range variants.
(2) The table above is subject to change based on Airbus and Boeing delivery
delays and reflects aircraft deliveries based on contractual documentation and
production adjustments as communicated by Airbus and Boeing through
February 12, 2026. The Company's contractual delivery commitment schedule is
subject to a number of factors outside its control and the Company cannot
guarantee delivery of any particular aircraft at any specific time
notwithstanding its contractual delivery commitment schedule.
Pursuant to its purchase agreements with Airbus and Boeing, the Company agrees
to contractual delivery dates for each aircraft ordered. These dates can
change for a variety of reasons, however, for the last several years,
manufacturing delays have significantly impacted the planned purchases of the
Company's aircraft on order with both Airbus and Boeing. The Company has
agreed to revised contractual delivery dates for its Airbus and Boeing
aircraft. As of the date of this filing, Airbus and Boeing have generally met
the revised delivery dates, and when delayed, the delays have been generally
one or two months in duration. However, going forward, delivery delays beyond
the revised delivery dates could increase as to the number of aircraft delayed
and/or the length of delays.
The FAA continues to enforce a cap on Boeing's 737 MAX production until
quality control issues are resolved, although the production cap was increased
modestly in October 2025. The broader aviation supply chain remains
constrained impacting production capacity for both Airbus and Boeing.
The aircraft purchase commitments discussed above could also be impacted by
cancellations. The Company's purchase agreements with Airbus and Boeing
generally provide each of the Company and the manufacturers with cancellation
rights for delivery delays starting at one year after the original contractual
delivery date, regardless of cause. In addition, the Company's lease
agreements generally provide each of the Company and the lessee with
cancellation rights related to certain aircraft delivery delays that typically
parallel the cancellation rights in the Company's purchase agreements.
Changes to tariff policy in the U.S. and the reaction from the U.S.'s trading
partners has resulted in trade policy uncertainty and an escalation in trade
tensions, resulting in significant market volatility. In April 2025, the U.S.
imposed baseline tariffs on all countries and individualized higher tariffs on
nations with which the U.S. assesses that it has the largest trade deficits,
while retaliatory tariffs by other countries, such as China and Canada, have
been imposed on U.S. products and goods; however, aircraft and aircraft parts
were generally exempted. On January 29, 2026, the U.S. administration
threatened to impose a 50% tariff on Canadian manufactured aircraft imported
into the U.S. As of the date of this filing, such threats have not resulted
in the imposition of additional tariffs. The Company currently has four
aircraft placed for delivery from its orderbook that would subject to such
additional tariff if implemented.
In August and September 2025, the U.S. government implemented trade frameworks
with the European Union (the "E.U."), the United Kingdom (the "U.K.") and
Japan that allow for the importation of aircraft and aircraft parts into the
U.S. duty free. Generally, Boeing aircraft manufactured in the U.S. and
delivered to customers in other countries may be subject to tariffs; however,
the trade framework with the E.U. the U.K. and Japan preserves the zero tariff
regime on Boeing and Airbus aircraft and parts imported into the U.S., the
E.U., the U.K. and Japan, respectively. As of the date of this filing, the
Company has no aircraft placed for delivery from its orderbook that are
expected to be subject to existing tariffs. As of December 31, 2025,
approximately 0.8% of the Company's aircraft by net book value are on lease to
lessees located in China, and the Company does not have any scheduled future
aircraft deliveries to Chinese airline customers.
The Company's leases are primarily structured as triple net leases, whereby
the lessee is responsible for all operating costs including the costs
associated with the importation of aircraft. The Company's lessees are
generally obligated to pay such tariffs to customs authorities. If lessees are
unwilling or unable to assume such costs, it could have an adverse impact on
demand for commercial aircraft or result in lease cancellations for those of
our customers whose aircraft delivery has been delayed by over one year and
who hold lease cancellation rights.
Commitments for the acquisition of these aircraft, calculated at an estimated
aggregate commitment (including adjustments for anticipated inflation) of
approximately $12.6 billion as of December 31, 2025 are as follows:
(in thousands)
Years ending December 31,
2026 $ 3,514,889
2027 3,897,290
2028 2,664,213
2029 2,129,545
2030 47,000
Thereafter 298,126
Total $ 12,551,063
The Company has made non-refundable deposits on flight equipment purchases of
$1.1 billion and $0.8 billion as of December 31, 2025 and 2024,
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 and may also be exposed to breach of contract
claims by its lessees as well as the manufacturers.
Note 11. Earnings Per Share
Basic earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that would occur if
securities or other contracts to issue common stock were exercised or
converted into common stock; however, potential common equivalent shares are
excluded if the effect of including these shares would be anti-dilutive. The
Company's two classes of common stock, Class A and Class B non-voting, have
equal rights to dividends and income, and therefore, basic and diluted
earnings per share are the same for each class of common stock. As of
December 31, 2025, the Company did not have any Class B non-voting common
stock outstanding.
Diluted earnings per share takes into account the vesting of restricted stock
units using the treasury stock method. For the years ended December 31, 2025,
2024, and 2023, 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 727,040, 1,047,068, and
965,788 shares related to restricted stock units for which the performance
metric had yet to be achieved as of December 31, 2025, 2024, and 2023,
respectively.
The following table sets forth the reconciliation of basic and diluted
earnings per share:
Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023
(in thousands, except share and per share amounts)
Basic earnings per share:
Numerator
Net income $ 1,088,387 $ 427,704 $ 614,622
Preferred stock dividends (44,325) (55,631) (41,700)
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Denominator
Weighted-average common shares outstanding 111,712,160 111,325,481 111,005,088
Basic earnings per share $ 9.35 $ 3.34 $ 5.16
Diluted earnings per share:
Numerator
Net income $ 1,088,387 $ 427,704 $ 614,622
Preferred stock dividends (44,325) (55,631) (41,700)
Net income attributable to common stockholders $ 1,044,062 $ 372,073 $ 572,922
Denominator
Number of shares used in basic computation 111,712,160 111,325,481 111,005,088
Weighted-average effect of dilutive securities 618,177 543,905 433,501
Number of shares used in per share computation 112,330,337 111,869,386 111,438,589
Diluted earnings per share $ 9.29 $ 3.33 $ 5.14
Note 12. Other Assets
Other assets consisted of the following as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(in thousands)
Lease incentives, net $ 384,213 $ 420,154
Straight-line rent receivables and prepaid expenses 220,509 263,966
Lease receivables 143,025 126,750
Buyer furnished equipment 101,514 120,510
Investments in managed vehicles 88,111 80,381
Capitalized interest 74,706 81,224
Other assets 306,072 392,674
$ 1,318,150 $ 1,485,659
Note 13. Accrued Interest and Other Payables
Accrued interest and other payables consisted of the following as of
December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(in thousands)
Purchase deposits on aircraft sales $ 210,256 $ 366,823
Lessor contributions 277,154 280,783
Accounts payable and accrued expenses 204,336 249,167
Accrued interest 169,477 202,968
Other liabilities 151,122 173,243
$ 1,012,345 $ 1,272,984
Note 14. Stock-based Compensation and Other Compensation
Stock-based Compensation
On May 3, 2023, the stockholders of the Company approved the Air Lease
Corporation 2023 Equity Incentive Plan (the "2023 Plan"). As of December 31,
2025, the number of shares of Class A Common Stock available for new award
grants under the 2023 Plan is approximately 3,424,660. The Company has issued
restricted stock units ("RSUs") with four different vesting criteria: those
RSUs that vest based on the attainment of book-value goals, those RSUs that
vest based on the attainment of total shareholder return ("TSR") goals, time
based RSUs that vest ratably over a time period of three years and RSUs that
cliff vest at the end of a one or two year period.
The Company recorded $48.9 million, $33.9 million, and $34.6 million of
stock-based compensation expense related to RSUs for the years ended
December 31, 2025, 2024, and 2023, respectively. Of the $48.9 million of
stock-based compensation expense recorded for the year ended December 31,
2025, the Company recorded a $9.6 million expense related to the acceleration
of certain RSUs resulting from the retirement of the Company's Chairman from
his executive role. In addition, the Company also revised the underlying
vesting estimates of certain book value RSUs due to increased probability of
certain performance criteria being achieved, which also contributed to the
increase in stock-based compensation expense during the period.
Stock-based compensation cost for RSUs is measured at the grant date based on
fair value and recognized over the vesting period. The fair value of
time-based and book value RSUs is determined based on the closing market price
of the Company's Class A common stock on the date of grant, while the fair
value of RSUs that vest based on the attainment of 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 year ended December 31, 2025, the Company granted 902,812 RSUs of
which 164,001 were TSR RSUs and 417,844 were book value RSUs. The following
table summarizes the activities for the Company's unvested RSUs for the year
ended December 31, 2025:
Unvested Restricted Stock Units
Number of Shares Weighted‑
Average
Grant‑Date
Fair Value
Unvested at December 31, 2024 1,720,950 $ 44.30
Granted 902,812 $ 47.86
Vested((1)) (1,212,787) $ 45.88
Forfeited/canceled (37,313) $ 42.99
Unvested at December 31, 2025 1,373,662 $ 45.62
Expected to vest after December 31, 2025((2)) 1,661,286 $ 44.28
(1) During the year ended December 31, 2025, 886,655 performance based RSUs
and 326,132 time-based RSUs vested.
(2) Expected to vest amounts for book value based RSUs reflect probability
weighted vesting estimates, net of forfeitures, while expected to vest amounts
for TSR based RSUs reflect target awards outstanding, adjusted only for
forfeitures, as the market condition is incorporated into grant date fair
value and not subsequently reassessed.
At December 31, 2025, the outstanding RSUs are expected to vest as follows:
2026-664,287; 2027-622,970; and 2028-374,029.
As of December 31, 2025, there was $23.4 million of unrecognized
compensation expense related to unvested stock-based payments granted to
employees. Total unrecognized compensation expense will be recognized over a
weighted-average remaining period of 1.72 years.
Other Compensation
For the year ended December 31, 2025, the Company recorded a $9.2 million
payroll expense accrual resulting from the retirement of its Chairman from his
executive role, which will be payable in substantially equal installments in
accordance with the Company's normal payroll practices through May 2027. The
additional payroll expense is included in selling, general and administrative
expenses in the Company's Consolidated Statements of Income, while the
liability is included in Accrued interest and other payables on the Company's
Consolidated Balance Sheets.
Note 15. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring and Non-recurring
Basis
The Company has three cross-currency swaps related to its Canadian dollar and
Euro Medium-Term Notes. The fair value of these swaps as a foreign currency
derivative are categorized as a Level 2 measurement in the fair value
hierarchy and are measured on a recurring basis. As of December 31, 2025, the
estimated fair value of the Company's foreign currency swaps were, in the
aggregate, derivative assets of $46.4 million and derivative liabilities of
$2.3 million, respectively. As of December 31, 2024, the estimated fair value
of the Company's foreign currency swaps were, in the aggregate, derivative
liabilities of $38.8 million. Derivative assets are included in Other assets
and derivative liabilities are included in Accrued interest and other payables
on the Company's Consolidated Balance Sheets.
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 December 31, 2025 was $19.7 billion compared to a
book value of $19.9 billion. The estimated fair value of debt financing as of
December 31, 2024 was $20.1 billion compared to a book value of $20.4
billion.
The following financial instruments are not measured at fair value on the
Company's Consolidated Balance Sheets at December 31, 2025, but require
disclosure of their fair values: cash and cash equivalents and restricted
cash. The estimated fair value of such instruments at December 31, 2025 and
2024 approximates their carrying value as reported on the Consolidated Balance
Sheets. The fair value of all these instruments would be categorized as Level
1 in the fair value hierarchy.
Note 16. Aircraft Under Management
As of December 31, 2025, the Company managed 45 aircraft across three
aircraft management platforms. The Company managed 26 aircraft through the
Blackbird investment funds, 17 aircraft through its Thunderbolt platform and
two aircraft on behalf of a financial institution.
As of December 31, 2025, the Company managed 26 aircraft on behalf of
third-party investors, through two investment funds, Blackbird I and Blackbird
II. These funds invest in commercial jet aircraft and lease them to airlines
throughout the world. The Company provides management services to these funds
for a fee. As of December 31, 2025, the Company's non-controlling interests
in each fund was 9.5% and are accounted for under the equity method of
accounting. The Company's investment in these funds aggregated $79.5 million
and $71.6 million as of December 31, 2025 and 2024, respectively, and are
included in Other assets on the Consolidated Balance Sheets.
Additionally, the Company continues to manage aircraft that it sells through
its Thunderbolt platform. The Thunderbolt platform facilitates the sale of
mid-life aircraft to investors while allowing the Company to continue the
management of these aircraft for a fee. As of December 31, 2025, the Company
managed 17 aircraft across two separate transactions. The Company has
non-controlling interests in two of these entities of approximately 5.0%,
which are accounted for under the cost method of accounting. The Company's
total investment in aircraft sold through its Thunderbolt platform was
$8.6 million and $8.8 million as of December 31, 2025 and 2024,
respectively, and are included in Other assets on the Consolidated Balance
Sheets.
During the year ended December 31, 2025, the Company's managed platforms
received cash insurance settlement proceeds related to certain of their
insurance claims related to aircraft detained in Russia. As a result, during
the year ended December 31, 2025, the Company recognized a benefit of
$8.8 million related to recoveries of its equity interest in its managed
fleet that were written off in 2022, which is included under Recoveries of
Russian fleet write-off in its consolidated statement of income and
comprehensive income. As of February 12, 2026, two aircraft for which the
Company's managed fleet retain title remain in Russia.
Finally, the Company also manages two aircraft for a financial institution for
a fee. The Company does not have any equity interest in these financial
institutions nor ownership of the aircrafts.
Note 17. Net Investment in Sales-type Lease
As of December 31, 2025, the Company had sales-type leases for 16 aircraft
and one engine. As of December 31, 2024, the Company had sales-type leases
for 15 aircraft and one engine.
Net investment in sales-type leases is included in the Company's Consolidated
Balance Sheets based on the present value of fixed payments under the contract
and the residual value of the underlying asset, discounted at the rate
implicit in the lease. The Company's investment in sales-type leases consisted
of the following as of December 31, 2025:
December 31, 2025
(in thousands)
Future minimum lease payments to be received $ 360,235
Estimated residual values of leased flight equipment $ 161,600
Less: Unearned income $ (61,029)
Net Investment in Sales-type Lease $ 460,806
As of December 31, 2025, future minimum lease payments to be received on
sales-type leases were as follows:
(in thousands)
Years ending December 31,
2026 $ 43,887
2027 43,887
2028 43,887
2029 43,887
2030 43,887
Thereafter 140,800
Total $ 360,235
Note 18. Merger Agreement
On September 1, 2025, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement"), with Sumisho Air Lease Corporation Designated
Activity Company (formerly known as Gladiatora Designated Activity Company),
an Irish private limited company ("Parent") and Takeoff Merger Sub Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, among other things and subject to the
conditions contained in the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company surviving as an indirect wholly owned
subsidiary of Parent (the "Merger"). Parent is a new holding company owned by
Sumitomo Corporation, a Japanese corporation, SMBC Aviation Capital Limited, a
company incorporated with limited liability in Ireland, affiliates of Apollo
Capital Management, L.P. and affiliates of Brookfield Asset Management Ltd.
Pursuant to the Merger Agreement, subject to the conditions set forth therein,
at the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of Class A common stock of the Company (the "Common Stock")
(other than (i) any Dissenting Shares (as defined in the Merger Agreement) and
(ii) shares to be canceled or converted into shares of the surviving company
pursuant to the Merger Agreement), will be converted into the right to receive
$65.00 in cash, without interest. Pursuant to the Merger Agreement, at the
Effective Time, each share of 4.65% Fixed-Rate Reset Non-Cumulative Perpetual
Preferred Stock, Series B ("Series B Preferred Stock"), 4.125% Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series C ("Series C Preferred
Stock") and 6.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series D ("Series D Preferred Stock") of the Company issued and outstanding
immediately prior to the Effective Time will remain outstanding and will be
deemed to be a share of preferred stock of the surviving corporation with the
same rights, powers, privileges and voting powers, and restrictions and
limitations thereof applicable to such series of preferred stock.
The proposed Merger is subject to customary conditions, including without
limitation, (i) the expiration or termination of the waiting period applicable
to the Merger and the other transactions contemplated thereby (including the
Orderbook Transfer (as defined in the Merger Agreement)) under certain
non-U.S. antitrust and competition laws, and the receipt of approval of the
Committee on Foreign Investment in the United States under the Defense
Production Act and under certain non-U.S. investment laws, (ii) the absence of
any applicable law, judgment, or other legal restraint or prohibition or
binding order or determination by any governmental entity ("Legal Restraint")
that prevents, makes illegal or prohibits the consummation of the Merger and
the other transactions contemplated by the Merger Agreement, (iii) the
accuracy of each party's representations and warranties (subject to certain
qualifications), (iv) each party's performance in all material respects of its
obligations under the Merger Agreement and (v) the absence of a Company
Material Adverse Effect (as defined in the Merger Agreement) after the date of
the Merger Agreement. As described in more detail in "Part I - Item 3. Legal
Proceedings", several lawsuits related to the Merger were filed subsequent to
the execution of the agreement by purported Class A common stockholders.
The Merger Agreement includes customary representations, warranties and
covenants of the Company, Parent, and Merger Sub. Among other things, the
Company has agreed to customary covenants regarding the operation of the
business of the Company and its subsidiaries prior to the Effective Time. The
Company is permitted to pay regular quarterly cash dividends up to $0.22 per
share of Common Stock, $11.625 per share of Series B Preferred Stock, $10.3125
per share of Series C Preferred Stock, and $15.00 per share of Series D
Preferred Stock (which amounts in respect of the Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock may be adjusted in
accordance with the dividend reset provisions contained in the relevant
certificates of designation) pursuant to the Merger Agreement.
On December 18, 2025, the Company's Class A common stockholders approved and
adopted the Merger Agreement at a special meeting of stockholders.
Note 19. Subsequent Events
On February 10, 2026, the Company's board of directors approved quarterly cash
dividends for the Company's Class A common stock and Series B, Series C and
Series D preferred stock. The following table summarizes the details of the
dividends that were declared:
Title of each class Cash dividend per share Record Date Payment Date
Class A Common Stock $ March 2, 2026 April 7, 2026
0.22
Series B Preferred Stock $ 11.625 February 27, 2026 March 15, 2026
Series C Preferred Stock $ 10.3125 February 27, 2026 March 15, 2026
Series D Preferred Stock $ 15.00 February 27, 2026 March 15, 2026
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 our Chief Executive Officer and
principal executive officer and our Chief Financial Officer and principal
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 recognized 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
December 31, 2025. Based on that evaluation, our Certifying Officers have
concluded that our disclosure controls and procedures were effective as of
December 31, 2025.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company's internal control
system was designed to provide reasonable assurance to the Company's
management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
Our management assessed the effectiveness of the Company's internal control
over financial reporting as of December 31, 2025. In making this assessment,
it used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework
(2013). Based upon its assessment, our management believes that, as of
December 31, 2025, the Company's internal control over financial reporting is
effective based on these criteria.
KPMG LLP, the independent registered public accounting firm that audited the
consolidated financial statements included in this Annual Report on
Form 10-K, has issued an audit report on the effectiveness of the Company's
internal control over financial reporting as of December 31, 2025, which is
included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during
the quarter ended December 31, 2025 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers of the Company
Except as set forth below or as contained in Part I above, under "Information
about our Executive Officers", the other information required by this item
will be included in our Proxy Statement for the 2026 Annual Meeting of
Stockholders (the "2026 Proxy Statement"), or if no Proxy Statement is filed,
an amendment to this Annual Report on Form 10-K, which will be filed with the
Securities and Exchange Commission no later than April 30, 2026, and is
incorporated herein by reference.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics for our directors,
officers (including our principal executive officer, principal financial
officer and principal accounting officer) and employees. Our Code of Business
Conduct and Ethics is available on our website at http://www.airleasecorp.com
under the "Investors" tab.
Within the time period required by the Securities and Exchange Commission and
the New York Stock Exchange, we will post on our website at
http://www.airleasecorp.com under the "Investors" tab any amendment to our
Code of Business Conduct and Ethics or any waivers of such provisions granted
to our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines that are available on our
website at http://www.airleasecorp.com under the "Investors" tab.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale and/or
other dispositions of Air Lease Corporation's securities that applies to all
of our directors, officers, employees, any other persons, such as contractors
or consultants whom our General Counsel designates as subject to the Insider
Trading Policy, as well as Related Persons (as defined in the Insider Trading
Policy). We believe the Insider Trading Policy is reasonably designed to
promote compliance with insider trading laws, rules and regulations, as well
as applicable listing standards. A copy of the Insider Trading Policy is filed
as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in our 2026 Proxy
Statement, or if no Proxy Statement is filed, an amendment to this Annual
Report on Form 10-K and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item, except for the information required by
Item 201(d) of Regulation S-K below, will be included in our 2026 Proxy
Statement, or if no Proxy Statement is filed, an amendment to this Annual
Report on Form 10-K and is incorporated herein by reference.
Stock Authorized for Issuance Under Equity Compensation Plans
Set forth below is certain information about the Class A common stock
authorized for issuance under the Air Lease Corporation 2014 Equity Incentive
Plan and Air Lease Corporation 2023 Equity Incentive Plan as of December 31,
2025.
Plan Category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, warrants and rights options, warrants and rights future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans approved - $ - 3,424,660
by security holders
Equity compensation plans not - - -
approved by security holders
Total - $ - 3,424,660
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item will be included in our 2026 Proxy
Statement, or if no Proxy Statement is filed, an amendment to this Annual
Report on Form 10-K and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be included in our 2026 Proxy
Statement, or if no Proxy Statement is filed, an amendment to this Annual
Report on Form 10-K and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
1. Consolidated Financial Statements
The following documents are filed as part of this Annual Report on Form 10-K:
Page
Reports of Independent Registered Public Accounting Firm (#Section23) 68
Financial Statements
Consolidated Balance Sheets (#Section25) 72
Consolidated Statements of (#Section26) Income (#Section26) and Other 73
Comprehensive Income/(Loss) (#Section26)
Consolidated Statements of (#Section27) Stockholders (#Section27) ' 74
(#Section27) Equity (#Section27)
Consolidated Statements of Cash Flows (#Section28) 75
Notes to Consolidated Financial Statements (#Section29) 77
2. Financial Statement Schedules
Financial statement schedules have been omitted as they are not required, not
applicable, or the required information is otherwise included in the
consolidated financial statements or the notes thereto.
3. Exhibits
Exhibit Incorporated by Reference
Number Exhibit Description Form File No. Exhibit Filing Date
2.1 Agreement and Plan of Merger, dated as of September 1, 2025, by and among Air 8-K 001-35121 2.1 September 2, 2025
Lease Corporation, Gladiatora Designated Activity Company and Takeoff Merger
Sub Inc.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312525193497/d13045dex21.htm)
3.1 Restated Certificate of Incorporation of Air Lease Corporation S-1 333-171734 3.1 January 14, 2011
(https://www.sec.gov/Archives/edgar/data/1487712/000095012311003060/v57988orexv3w1.htm)
3.2 Fourth Amended and Restated Bylaws of Air Lease Corporation 8-K 001-35121 3.1 March 27, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518096542/d450186dex31.htm)
3.3 Certificate of Designations with respect to the 6.150% Fixed-to-Floating Rate 8-A 001-35121 3.2 March 4, 2019
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
(https://www.sec.gov/Archives/edgar/data/1487712/000119312519062435/d714518dex32.htm)
3.4 Certificate of Designations with respect to the 4.650% Fixed-Rate Reset 8-K 001-35121 3.1 March 2, 2021
Non-Cumulative Perpetual Preferred Stock, Series B, dated February 26, 2021,
filed with the Secretary of State of Delaware and effective on February 26,
2021.
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521065479/d141764dex31.htm)
3.5 Certificate of Designations with respect to the 4.125% Fixed-Rate Reset 8-K 001-35121 3.1 October 13, 2021
Non-Cumulative Perpetual Preferred Stock, Series C, dated October 11, 2021,
filed with the Secretary of State of Delaware and effective on October 11,
2021.
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521297790/d205016dex31.htm)
3.6 Certificate of Designations with respect to the 6.000% Fixed-Rate Reset 8-K 001-35121 3.1 September 24, 2024
Non-Cumulative Perpetual Preferred Stock, Series D, dated September 23, 2024,
filed with the Secretary of State of Delaware and effective on September 23,
2024.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524224773/d858535dex31.htm)
3.7 Certificate of Elimination relating to the Series A Preferred Stock, dated 8-K 001-35121 3.1 October 17, 2024
October 17, 2024.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024043108/ex31-seriesaxcertificateof.htm)
4.1 Description of Capital Stock 10-K 001-35121 4.1 February 13, 2025
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex41-q424.htm)
4.2 Form of Specimen Class A Common Stock Certificate S-1 333-171734 4.1 March 25, 2011
(https://www.sec.gov/Archives/edgar/data/1487712/000095012311029271/a57988a5exv4w1.htm)
4.3 Registration Rights Agreement, dated as of June 4, 2010, between Air Lease S-1 333-171734 4.2 January 14, 2011
Corporation and FBR Capital Markets & Co., as the initial
purchaser/placement agent
(https://www.sec.gov/Archives/edgar/data/1487712/000095012311003060/v57988orexv4w2.htm)
4.4 Form of Stock Certificate representing the 4.650% Fixed-Rate Reset 8-K 001-35121 4.1 March 2, 2021
Non-Cumulative Perpetual Preferred Stock, Series B
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521065479/d141764dex41.htm)
4.5 Form of Stock Certificate representing the 4.125% Fixed-Rate Reset 8-K 001-35121 4.1 October 13, 2021
Non-Cumulative Perpetual Preferred Stock, Series C
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521297790/d205016dex41.htm)
4.6 Form of Certificate representing the 6.000% Fixed-Rate Reset Non-Cumulative 8-K 001-35121 4.1 September 24, 2024
Perpetual Preferred Stock, Series D.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524224773/d858535dex41.htm)
4.7 Indenture, dated as of October 11, 2012, between Air Lease Corporation and S-3 333-184382 4.4 October 12, 2012
Deutsche Bank Trust Company Americas, as trustee ("October 2012 Indenture")
(https://www.sec.gov/Archives/edgar/data/1487712/000104746912009462/a2211302zex-4_4.htm)
4.8 Twelfth Supplemental Indenture, dated as of March 8, 2017, to the October 11, 8-K 001-35121 4.2 March 8, 2017
2012 Indenture by and between Air Lease Corporation and Deutsche Bank Trust
Company Americas, as Trustee, relating to 3.625% Senior Notes due 2027
(https://www.sec.gov/Archives/edgar/data/1487712/000119312517074839/d356259dex42.htm)
4.9 Fifteenth Supplemental Indenture, dated as of November 20, 2017, by and 8-K 001-35121 4.3 November 20, 2017
between Air Lease Corporation and Deutsche Bank Trust Company Americas, as
trustee, relating to 3.625% Senior Notes due 2027
(https://www.sec.gov/Archives/edgar/data/1487712/000119312517348155/d497774dex43.htm)
5.0 Twentieth Supplemental Indenture, dated as of September 17, 2018, by and 8-K 001-35121 4.3 September 17, 2018
between Air Lease Corporation and Deutsche Bank Trust Company Americas, as
trustee, relating to 4.625% Senior Notes due 2028
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518275279/d609852dex43.htm)
5.1 Indenture, dated as of November 20, 2018, by and between Air Lease Corporation S-3/A 333-224828 4.4 November 20, 2018
and Deutsche Bank Trust Company Americas, as trustee, ("MTN Indenture")
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518331327/d646508dex44.htm)
5.2 Paying Agency Agreement, dated as of November 20, 2018, by and between Air 8-K 001-35121 4.2 November 20, 2018
Lease Corporation and Deutsche Bank Trust Company Americas, as paying agent
and security registrar.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518331370/d655047dex42.htm)
5.21 Form of 2018 Fixed Rate Global Medium-Term Note, Series A 8-K 001-35121 4.3 November 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518331370/d655047dex43.htm)
5.22 Form of 2018 Floating Rate Global Medium-Term Note, Series A 8-K 001-35121 4.4 November 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518331370/d655047dex44.htm)
5.23 Form of 2021 Fixed Rate Global Medium-Term Note, Series A 8-K 001-35121 4.3 May 7, 2021
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521155114/d178052dex43.htm)
5.24 Form of 2021 Floating Rate Global Medium-Term Note, Series A 8-K 001-35121 4.4 May 7, 2021
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521155114/d178052dex44.htm)
5.25 Form of 2024 Fixed Rate Global Medium-Term Note, Series A 8-K 001-35121 4.3 May 6, 2024
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524132069/d826647dex43.htm)
5.26 Form of 2024 Floating Rate Global Medium-Term Note, Series A 8-K 001-35121 4.4 May 6, 2024
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524132069/d826647dex44.htm)
5.27 Form of Note representing Air Lease Corporation's €600,000,000 aggregate 8-A12B 001-35121 4.1 March 27, 2024
principal amount of 3.700% Medium-Term Notes, Series A, due April 15, 2030.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524078802/d777484dex41.htm)
Certain instruments defining the rights of holders of long-term debt of Air
Lease Corporation and all of its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed are being omitted
pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Air Lease
Corporation agrees to furnish a copy of any such instrument to the Securities
and Exchange Commission upon request.
10.1 Second Amended and Restated Credit Agreement, dated as of May 5, 2014, by and 10-Q 001-35121 10.5 May 8, 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
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914036471/a14-8274_1ex10d5.htm)
10.2 First Amendment, dated as of June 1, 2015, to the Second Amended and Restated 8-K 001-35121 10.1 June 2, 2015
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
(https://www.sec.gov/Archives/edgar/data/1487712/000110465915042672/a15-13172_1ex10d1.htm)
10.3 Extension Agreement, dated June 1, 2015, under the Second Amended and Restated 8-K 001-35121 10.2 June 2, 2015
Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, as
Borrower, the several banks and other financial institutions or entities from
time to time parties thereto, and JP Morgan Chase Bank, N.A. as Administrative
Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000110465915042672/a15-13172_1ex10d2.htm)
10.4 New Lender Supplement, dated September 18, 2015, to the Second Amended and 10-K 001-35121 10.7 February 25, 2016
Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A. as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016003544/al-20151231ex107be7c41.htm)
10.5 New Lender Supplement, dated November 25, 2015, to the Second Amended and 10-K 001-35121 10.8 February 25, 2016
Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A. as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016003544/al-20151231ex108f91ce5.htm)
10.6 Second Amendment, dated as of May 27, 2016, to the Second Amended and Restated 8-K 001-35121 10.1 June 1, 2016
Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, as
Borrower, the several lenders from time to time party thereto, and JP Morgan
Chase Bank, N.A., as Administrative Agent, the several lenders from time to
time party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000110465916124611/a16-12463_1ex10d1.htm)
10.7 Extension Agreement, dated May 27, 2016, among the Company, the several 8-K 001-35121 10.2 June 1, 2016
lenders party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000110465916124611/a16-12463_1ex10d2.htm)
10.8 New Lender Supplement, dated May 27, 2016, to the Second Amended and Restated 10-K 001-35121 10.10 February 23, 2017
Credit Agreement, among Air Lease Corporation, as Borrower, the several
lenders from time to time parties thereto, and JP Morgan Chase Bank, N.A., as
Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex101077afe.htm)
10.9 Commitment Increase Supplement, dated May 27, 2016, to the Second Amended and 10-K 001-35121 10.11 February 23, 2017
Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex10116d14b.htm)
10.10 New Lender Supplement, dated January 27, 2017, to the Second Amended and 10-K 001-35121 10.12 February 23, 2017
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex10127cdbb.htm)
10.11 New Lender Supplement, dated March 22, 2017, to the Second Amended and 10-Q 001-35121 10.3 May 4, 2017
Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JP Morgan Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex10356d7dc.htm)
10.12 New Lender Supplement, dated March 29, 2017, to the Second Amended and 10-Q 001-35121 10.4 May 4, 2017
Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JP Morgan Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex104e8b5f2.htm)
10.13 Third Amendment, dated as of May 2, 2017, to the Second Amended and Restated 10-Q 001-35121 10.5 May 4, 2017
Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as
Borrower, the several lenders from time to time party thereto, and JP Morgan
Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex105d8dde9.htm)
10.14 New Lender Supplement, dated November 6, 2017, to the Second Amended and 10-Q 001-35121 10.8 November 9, 2017
Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex108c5f1bf.htm)
10.15 Fourth Amendment, dated as of May 2, 2018, to the Second Amended and Restated 8-K 001-35121 10.1 May 3, 2018
Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as
Borrower, the several lenders from time to time party thereto, and JP Morgan
Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000119312518150984/d581058dex101.htm)
10.16 Commitment Increase Supplement, dated February 7, 2018, to the Second Amended 10-K 001-35121 10.11 February 22, 2018
and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018000933/al-20171231ex1011e824c.htm)
10.17 New Lender Supplement, dated February 1, 2018, to the Second Amended and 10-K 001-35121 10.12 February 22, 2018
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018000933/al-20171231ex1012b098c.htm)
10.18 New Lender Supplement, dated March 27, 2018, to the Second Amended and 10-Q 001-35121 10.10 May 10, 2018
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex101036743.htm)
10.19 Commitment Increase Supplement, dated October 23, 2018, to the Second Amended 10-Q 001-35121 10.5 November 8, 2018
and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018008999/al-20180930ex1050dc3e2.htm)
10.20 New Lender Supplement, dated February 4, 2019, to the Second Amended and 10-K 001-35121 10.22 February 21, 2019
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex1022da352.htm)
10.21 Commitment Increase Supplement, dated February 4, 2019, to the Second Amended 10-K 001-35121 10.23 February 21, 2019
and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex102331f90.htm)
10.22 Commitment Increase Supplement, dated February 4, 2019, to the Second Amended 10-K 001-35121 10.24 February 21, 2019
and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex102463dd9.htm)
10.23 Fifth Amendment and Extension Agreement, dated May 3, 2019, to the Second 8-K 001-35121 10.1 May 9, 2019
Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000119312519142941/d741787dex101.htm)
10.24 New Lender Supplement, dated April 5, 2019, to the Second Amended and Restated 10-Q 001-35121 10.5 May 9, 2019
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019004689/al-20190331ex105f189cb.htm)
10.25 Commitment Increase Supplement, dated July 31, 2019, to the Second Amended and 10-Q 001-35121 10.3 August 8, 2019
Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019007708/al-20190630ex10348cfc2.htm)
10.26 New Lender Supplement, dated January 23, 2020, to the Second Amended and 10-K 001-35121 10.28 February 14, 2020
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d28.htm)
10.27 New Lender Supplement, dated March 5, 2020, to the Second Amended and Restated 10-Q 001-35121 10.1 May 7, 2020
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
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020005717/al-20200331xex10d1.htm)
10.28 New Lender Supplement, dated February 2, 2021, to the Second Amended and 10-K 001-35121 10.31 February 22, 2021
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
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d31.htm)
10.29 Sixth Amendment and Extension Agreement, dated April 29, 2021, to the Second 8-K 001-35121 10.1 April 30, 2021
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.
(https://www.sec.gov/Archives/edgar/data/0001487712/000119312521142186/d167649dex101.htm)
10.30 New Lender Supplement, dated September 10, 2021, to the Second Amended and 10-Q 001-35121 10.1 November 4, 2021
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.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-101xq321.htm)
10.31 New Lender Supplement, dated November 22, 2021, to the Second Amended and 10-K 001-35121 10.31 February 17, 2022
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-1031xq421.htm)
10.32 New Lender Supplement, dated December 22, 2021, to the Second Amended and 10-K 001-35121 10.32 February 17, 2022
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-1032xq421.htm)
10.33 New Lender Supplement, dated December 22, 2021, to the Second Amended and 10-K 001-35121 10.33 February 17, 2022
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-1033xq421.htm)
10.34 Seventh Amendment and Extension Agreement, dated April 26, 2022, to the Second 10-Q 001-35121 10.1 May 5, 2022
Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312522123715/d321148dex101.htm)
10.35 Lender Extension Supplement, dated June 3, 2022, to the Second Amended and 10-Q 001-35121 10.2 August 4, 2022
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022021057/ex-102q222.htm)
10.36 New Lender Supplement, dated June 27, 2022, to the Second Amended and Restated 10-Q 001-35121 10.3 August 4, 2022
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022021057/ex-103q222.htm)
10.37 New Lender Supplement, dated January 3, 2023, to the Second Amended and 10-K 001-35121 10.37 February 16, 2023
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.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex1037-q422.htm)
10.38 Commitment Increase Supplement, dated March 30, 2023, to the Second Amended 10-Q 001-35121 10.2 May 5, 2023
and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the
several lenders from time to time parties thereto, and JP Morgan Chase Bank,
N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023014571/ex102-q123.htm)
10.39 Eighth Amendment and Extension Agreement, dated April 25, 2023, to the Second 8-K 001-35121 10.1 April 26, 2023
Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312523118703/d496925dex101.htm)
10.40 New Lender Supplement, dated October 13, 2023, to the Second Amended and 10-Q 001-35121 10.2 November 6, 2023
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, as amended.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023036881/ex-102xq323.htm)
10.41 New Lender Supplement, dated December 15, 2023, to the Second Amended and 10-K 001-35121 10.41 February 15, 2024
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, as amended.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex1041-q423.htm)
10.42 Ninth Amendment and Extension Agreement, dated April 29, 2024, to the Second 8-K 001-35121 10.1 April 30, 2024
Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation, as Borrower, the several lenders from time to time party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524125057/d825625dex101.htm)
10.43 Tenth Amendment and Extension Agreement, dated April 30, 2025, to the Second 10-Q 001-35121 10.2 May 5, 2025
Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease
Corporation and ALC Aircraft Financing Designated Activity Company, as
Borrower, the several lenders from time to time party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025022166/ex102-q125.htm)
10.44 New Lender Supplement, dated May 29, 2025, to the Second Amended and Restated 10-Q 001-35121 10.2 August 4, 2025
Credit Agreement, among Air Lease Corporation, as Borrower, the several
lenders from time to time parties thereto, and JP Morgan Chase Bank, N.A., as
Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex102-q225.htm)
10.45 Credit Agreement, dated as of December 13, 2024 among Air Lease Corporation 8-K 001-35121 10.1 December 18, 2024
and ALC Aircraft Financing Designated Activity Company, as Borrowers, the
several lenders from time to time party thereto, and Sumitomo Mitsui Trust
Bank, Limited. New York Branch, as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312524281272/d874687dex101.htm)
10.46 Joinder Agreement, dated April 24, 2025, to the Credit Agreement, dated as of 10-Q 001-35121 10.3 August 4, 2025
December 13, 2024 among Air Lease Corporation and ALC Aircraft Financing
Designated Activity Company, as Borrowers, the several lenders from time to
time party thereto, and Sumitomo Mitsui Trust Bank, Limited. New York Branch,
as Administrative Agent.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex103-q225.htm)
10.47 Form of Commercial Paper Dealer Agreement between the Company, as issuer, and 8-K 001-35121 10.1 January 21, 2025
the applicable Dealer party thereto.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025002049/exhibit101-cpprogramxdeale.htm)
10.48 Voting Agreement, dated as of September 1, 2025, by and among Gladiatora 8-K 001-35121 10.1 September 2, 2025
Designated Activity Company and Steven Udvar-Házy, John Plueger, Robert
Milton, Matthew Hart, Yvette Hollingsworth Clark, Cheryl Gordon Krongard,
Marshall Larsen, Susan McCaw, Ian Saines, Gregory Willis and Carol Forsyte.
(https://www.sec.gov/Archives/edgar/data/1487712/000119312525193497/d13045dex101.htm)
10.49† Supplemental Agreement No. 2 to Purchase Agreement No. PA-03659, dated 10-Q 001-35121 10.3 November 7, 2013
September 13, 2013, by and between Air Lease Corporation and The Boeing
Company
(https://www.sec.gov/Archives/edgar/data/1487712/000110465913082268/a13-19775_1ex10d3.htm)
10.50† Supplemental Agreement No. 3 to Purchase Agreement No. PA-03659, dated 10-Q 001-35121 10.2 November 6, 2014
July 11, 2014, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914077682/a14-19626_1ex10d2.htm)
10.51† Supplemental Agreement No. 4 to Purchase Agreement No. PA-03659, dated January 10-Q 001-35121 10.19 August 4, 2016
30, 2015, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex1019ff292.htm)
10.52† Supplemental Agreement No. 5 to Purchase Agreement No. PA-03659, dated August 10-Q 001-35121 10.20 August 4, 2016
17, 2015, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex102012d8f.htm)
10.53† Supplemental Agreement No. 6 to Purchase Agreement No. PA-03659, dated January 10-Q 001-35121 10.21 August 4, 2016
15, 2016, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex102168e08.htm)
10.54† Letter Agreement to Purchase Agreement No. PA-03659, dated May 16, 2016 by and 10-Q 001-35121 10.22 August 4, 2016
between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex10228f386.htm)
10.55† Supplemental Agreement No. 7 to Purchase Agreement No. PA-03659, dated 10-K 001-35121 10.21 February 23, 2017
December 5, 2016, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex102103f89.htm)
10.56† Supplemental Agreement No. 8 to Purchase Agreement No. PA-03659, dated April 10-Q 001-35121 10.6 November 9, 2017
14, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex106470745.htm)
10.57† Supplemental Agreement No. 9 to Purchase Agreement No. PA-03659, dated July 10-Q 001-35121 10.7 November 9, 2017
31, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex107018668.htm)
10.58† Supplemental Agreement No. 10 to Purchase Agreement No. PA-03659, dated August 10-Q 001-35121 10.1 November 8, 2018
6, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018008999/al-20180930ex101d7128e.htm)
10.59† Supplemental Agreement No. 11 to Purchase Agreement No. PA-03659, dated August 10-Q 001-35121 10.2 November 8, 2018
24, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018008999/al-20180930ex10283eddf.htm)
10.60† Supplemental Agreement No. 12 to Purchase Agreement No. PA-03659, dated April 10-Q 001-35121 10.7 August 9, 2019
26, 2019, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019007708/al-20190630ex107afdf86.htm)
10.61† Supplemental Agreement No. 13 to Purchase Agreement No. PA-03659, dated June 10-Q 001-35121 10.8 August 9, 2019
26, 2019, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019007708/al-20190630ex108982c12.htm)
10.62† Supplemental Agreement No. 14 to Purchase Agreement No. PA-03659, dated 10-K 001-35121 10.43 February 14, 2020
October 2, 2019, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d43.htm)
10.63† Supplemental Agreement No. 15 to Purchase Agreement No. PA-03659, dated 10-Q 001-35121 10.3 May 7, 2020
February 28, 2020, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020005717/al-20200331xex10d3.htm)
10.64† Supplemental Agreement No. 16 to Purchase Agreement No. PA-03659, dated 10-Q 001-35121 10.8 May 5, 2022
February 16, 2022, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-108xq122.htm)
10.65† Supplemental Agreement No. 17 to Purchase Agreement No. PA-03659, dated June 10-Q 001-35121 10.12 August 3, 2023
18, 2023, by and between Air Lease Corporation and The Boeing Company.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex1012.htm)
10.66† Supplemental Agreement No. 18 to Purchase Agreement No. PA-03659, dated 10-Q 001-35121 10.2 November 7, 2024
September 5, 2024 by and between Air Lease Corporation and The Boeing Company.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex-102xq324.htm)
10.67† Amendment and Restatement Agreement of Letter Agreement No. 2 to Amendment No. 10-Q 001-35121 10.2 November 4, 2021
10 to the A330-900neo PA, dated July 7, 2021, for Model A330-900 Aircraft.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-102xq321.htm)
10.68† Purchase Agreement No. PA 10-Q 001-35121 10.1 November 7, 2013
(https://www.sec.gov/Archives/edgar/data/1487712/000110465913082268/a13-19775_1ex10d1.htm)
-
(https://www.sec.gov/Archives/edgar/data/1487712/000110465913082268/a13-19775_1ex10d1.htm)
03791, dated July 3, 2012, by and between Air Lease Corporation and The
Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000110465913082268/a13-19775_1ex10d1.htm)
10.69† Supplemental Agreement No. 1 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.12 May 4, 2017
February 4, 2013, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex10125f41a.htm)
10.70† Supplemental Agreement No. 2 to Purchase Agreement No. 03791, dated 10-Q 001-35121 10.2 November 7, 2013
September 13, 2013, by and between Air Lease Corporation and The Boeing
Company
(https://www.sec.gov/Archives/edgar/data/1487712/000110465913082268/a13-19775_1ex10d2.htm)
10.71† Supplemental Agreement No. 3 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.1 November 6, 2014
July 11, 2014, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914077682/a14-19626_1ex10d1.htm)
10.72† Supplemental Agreement No. 4 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.13 May 4, 2017
December 11, 2015, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex10137c11b.htm)
10.73† Supplemental Agreement No. 5 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.18 August 4, 2016
May 17, 2016, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex1018dc292.htm)
10.74† Supplemental Agreement No. 6 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.35 February 23, 2017
July 8, 2016, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex103557f10.htm)
10.75† Supplemental Agreement No. 7 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.36 February 23, 2017
October 8, 2016, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017000879/al-20161231ex103678861.htm)
10.76† Supplemental Agreement No. 8 to Purchase Agreement No. PA-03791, dated January 10-Q 001-35121 10.14 May 4, 2017
30, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex1014d3368.htm)
10.77† Supplemental Agreement No. 9 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.15 May 4, 2017
February 28, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex1015b8214.htm)
10.78† Supplemental Agreement No. 10 to Purchase Agreement No. PA-03791, dated April 10-Q 001-35121 10.7 August 3, 2017
7, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex10759baf3.htm)
10.79† Supplemental Agreement No. 11 to Purchase Agreement No. PA-03791, dated May 10-Q 001-35121 10.8 August 3, 2017
10, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex108f2ce1a.htm)
10.80† Supplemental Agreement No. 12 to Purchase Agreement No. PA-03791, dated May 10-Q 001-35121 10.9 August 3, 2017
30, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex109529845.htm)
10.81† Supplemental Agreement No. 13 to Purchase Agreement No. PA-03791, dated July 10-Q 001-35121 10.10 August 3, 2017
20, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex1010a2bd6.htm)
10.82† Supplemental Agreement No. 14 to Purchase Agreement No. PA-03791, dated July 10-Q 001-35121 10.4 November 9, 2017
31, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex10490dcbb.htm)
10.83† Supplemental Agreement No. 15 to Purchase Agreement No. PA-03791, dated August 10-Q 001-35121 10.5 November 9, 2017
18, 2017, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex10515a51f.htm)
10.84† Supplemental Agreement No. 16 to Purchase Agreement No. PA-03791, dated August 10-Q 001-35121 10.3 November 8, 2018
6, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018008999/al-20180930ex103833f2d.htm)
10.85† Supplemental Agreement No. 17 to Purchase Agreement No. PA-03791, dated March 10-Q 001-35121 10.7 May 10, 2018
29, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex107ce353f.htm)
10.86† Supplemental Agreement No. 18 to Purchase Agreement No. PA-03791, dated August 10-Q 001-35121 10.4 November 8, 2018
6, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018008999/al-20180930ex104e3b29d.htm)
10.87† Supplemental Agreement No. 19 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.67 February 21, 2019
October 26, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex106750200.htm)
10.88† Supplemental Agreement No. 20 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.68 February 21, 2019
December 10, 2018, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex106837d2a.htm)
10.89† Supplemental Agreement No. 21 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.7 May 9, 2019
February 8, 2019, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019004689/al-20190331ex107ec580a.htm)
10.90† Supplemental Agreement No. 22 to Purchase Agreement No. PA-03791, dated March 10-Q 001-35121 10.8 May 9, 2019
4, 2019, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019004689/al-20190331ex1080b483f.htm)
10.91† Supplemental Agreement No. 23 to Purchase Agreement No. PA-03791, dated June 10-Q 001-35121 10.6 August 9, 2019
26, 2019, by and between Air Lease Corporation and The Boeing Company.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019007708/al-20190630ex10633b726.htm)
10.92† Supplemental Agreement No. 24 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.82 February 14, 2020
October 2, 2019, by and between Air Lease Corporation and The Boeing Company.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d82.htm)
10.93† Supplemental Agreement No. 25 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.2 May 7, 2020
February 28, 2020, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020005717/al-20200331xex10d2.htm)
10.94† Supplemental Agreement No. 26 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.91 February 22, 2021
December 30, 2020, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d91.htm)
10.95† Supplemental Agreement No. 27 to Purchase Agreement No. PA-03791, dated April 10-Q 001-35121 10.7 August 5, 2021
6, 2021, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-107q221.htm)
10.96† Supplemental Agreement No. 28 to Purchase Agreement No. PA-03791, dated July 10-Q 001-35121 10.6 November 4, 2021
22, 2021, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-106xq321.htm)
10.97† Supplemental Agreement No. 29 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.98 February 17, 2022
November 19, 2021, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-1098q421.htm)
10.98† Supplemental Agreement No. 30 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.9 May 5, 2022
February 16, 2022, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-109xq122.htm)
10.99† Supplemental Agreement No. 31 to Purchase Agreement No. PA-03791, dated March 10-Q 001-35121 10.10 May 5, 2022
31, 2022, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-1010xq122.htm)
10.100† Supplemental Agreement No. 32 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.106 February 16, 2023
October 18, 2022, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10106-q422.htm)
10.101† Supplemental Agreement No. 33 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.107 February 16, 2023
December 5, 2022, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10107-q422.htm)
10.102† Supplemental Agreement No. 34 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.115 February 15, 2024
November 29, 2023, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex-10115q423.htm)
10.103† Supplemental Agreement No. 35 to Purchase Agreement No. PA-03791, dated 10-K 001-35121 10.120 February 13, 2025
December 20, 2024, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10120-q424.htm)
10.104† Supplemental Agreement No. 36 to Purchase Agreement No. PA-03791, dated April 10-Q 001-35121 10.4 August 4, 2025
9, 2025, by and between Air Lease Corporation and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex104-q225.htm)
10.105† Supplemental Agreement No. 37 to Purchase Agreement No. PA-03791, dated 10-Q 001-35121 10.3 November 3, 2025
September 19, 2025, by and between Air Lease Corporation and The Boeing
Company
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025048215/ex103q325.htm)
10.106† Letter Agreement dated December 30, 2020, by and between Air Lease Corporation 10-K 001-35121 10.92 February 22, 2021
and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d92.htm)
10.107† Letter Agreement dated December 30, 2020, by and between Air Lease Corporation 10-K 001-35121 10.93 February 22, 2021
and The Boeing Company
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d93.htm)
10.108† A320 NEO Family Purchase Agreement, dated May 10, 2012, by and between Air 10-Q 001-35121 10.2 August 9, 2012
Lease Corporation and Airbus S.A.S. ("A320 NEO Family Purchase Agreement")
(https://www.sec.gov/Archives/edgar/data/1487712/000110465912056528/a12-16527_1ex10d2.htm)
10.109† Amendment No. 1 to A320 NEO Family Purchase Agreement, dated December 28, 10-Q 001-35121 10.7 August 4, 2016
2012, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex10793c150.htm)
10.110† Amendment No. 2 to A320 NEO Family Purchase Agreement, dated July 14, 2014, 10-Q 001-35121 10.4 November 6, 2014
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914077682/a14-19626_1ex10d4.htm)
10.111† Amendment No. 3 to A320 NEO Family Purchase Agreement, dated July 14, 2014, 10-Q 001-35121 10.5 November 6, 2014
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914077682/a14-19626_1ex10d5.htm)
10.112† Amendment No. 4 to A320 NEO Family Purchase Agreement, dated October 10, 10-Q 001-35121 10.8 August 4, 2016
2014, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex1088484f5.htm)
10.113† Amendment No. 5 to the A320 NEO Family Purchase Agreement, dated March 3, 10-Q/A 001-35121 10.4 September 2, 2016
2015, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016008172/al-20150331ex10439986c.htm)
10.114† Amendment No. 6 to the A320 NEO Family Purchase Agreement, dated March 18, 10-Q 001-35121 10.9 August 4, 2016
2015, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex109f59cd2.htm)
10.115† Amendment No. 7 to the A320 NEO Family Purchase Agreement, dated November 9, 10-Q 001-35121 10.10 August 4, 2016
2015, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex1010f494e.htm)
10.116† Amendment No. 8 to the A320 NEO Family Purchase Agreement, dated January 8, 10-Q 001-35121 10.11 August 4, 2016
2016, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex1011513a1.htm)
10.117† Amendment No. 9 to the A320 NEO Family Purchase Agreement, dated April 4, 10-Q 001-35121 10.12 August 4, 2016
2016, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex101297cd5.htm)
10.118† Amendment No. 10 to the A320 NEO Family Purchase Agreement, dated April 12, 10-Q 001-35121 10.13 August 4, 2016
2016, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex101393f75.htm)
10.119† Amendment No. 11 to the A320 NEO Family Purchase Agreement, dated June 2, 10-Q 001-35121 10.14 August 4, 2016
2016, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex101431392.htm)
10.120† Amendment No. 12 to A320 NEO Family Purchase Agreement, dated August 17, 2016, 10-Q 001-35121 10.9 May 4, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex109fc07e9.htm)
10.121† Amendment No. 13 to A320 NEO Family Purchase Agreement, dated December 20, 10-Q 001-35121 10.10 May 4, 2017
2016, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex10107e2ff.htm)
10.122† Amendment No. 14 to A320 NEO Family Purchase Agreement, dated March 3, 2017, 10-Q 001-35121 10.11 May 4, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex10119f075.htm)
10.123† Amendment No. 15 to A320 NEO Family Purchase Agreement, dated April 10, 2017, 10-Q 001-35121 10.3 August 3, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex103e1f1b7.htm)
10.124† Amendment No. 16 to A320 NEO Family Purchase Agreement, dated June 19, 2017, 10-Q 001-35121 10.4 August 3, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex104d35966.htm)
10.125† Amendment No. 17 to A320 NEO Family Purchase Agreement, dated June 19, 2017, 10-Q 001-35121 10.5 August 3, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex1056766f0.htm)
10.126† Amendment No. 18 to A320 NEO Family Purchase Agreement, dated July 12, 2017, 10-Q 001-35121 10.6 August 3, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex106aedc6b.htm)
10.127† Amendment No. 19 to A320 NEO Family Purchase Agreement, dated July 31, 2017, 10-Q 001-35121 10.2 November 9, 2017
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex102f2664e.htm)
10.128† Amendment No. 20 to A320 NEO Family Purchase Agreement, dated September 29, 10-Q 001-35121 10.3 November 9, 2017
2017, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017008724/al-20170930ex103a0c82d.htm)
10.129† Amendment No. 21 to A320 NEO Family Purchase Agreement, dated December 27, 10-K 001-35121 10.75 February 22, 2018
2017, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018000933/al-20171231ex107504f3f.htm)
10.130† Amendment No. 22 to A320 NEO Family Purchase Agreement, dated February 16, 10-Q 001-35121 10.6 May 10, 2018
2018, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex106aa3ec7.htm)
10.131† Amendment No. 23 to A320 NEO Family Purchase Agreement, dated December 31, 10-K 001-35121 10.92 February 21, 2019
2018, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex109290139.htm)
10.132† Amendment No. 24 to A320 NEO Family Purchase Agreement, dated October 18, 10-K 001-35121 10.107 February 14, 2020
2019, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d107.htm)
10.133† Amendment No. 25 to A320 NEO Family Purchase Agreement, dated December 20, 10-K 001-35121 10.108 February 14, 2020
2019, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d108.htm)
10.134† Amendment No. 26 to A320 NEO Family Purchase Agreement, dated April 7, 2020, 10-Q 001-35121 10.5 August 6, 2020
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020009658/al-20200630xex10d5.htm)
10.135† Amendment No. 27 to A320 NEO Family Purchase Agreement, dated August 31, 2020, 10-Q 001-35121 10.4 November 9, 2020
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020013357/al-20200930xex10d4.htm)
10.136† Amendment No. 28 to A320 NEO Family Purchase Agreement, dated December 22, 10-K 001-35121 10.122 February 22, 2021
2020, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d122.htm)
10.137† Amendment No. 29 to A320 NEO Family Purchase Agreement, dated December 24, 10-K 001-35121 10.123 February 22, 2021
2020, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d123.htm)
10.138† Amendment No. 30 to A320 NEO Family Purchase Agreement, dated April 28, 2021, 10-Q 001-35121 10.4 August 5, 2021
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-104q221.htm)
10.139† Amendment No. 31 to A320 NEO Family Purchase Agreement, dated June 3, 2021, by 10-Q 001-35121 10.5 August 5, 2021
and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-105q221.htm)
10.140† Amendment No. 32 to A320 NEO Family Purchase Agreement, dated July 31, 2021, 10-Q 001-35121 10.5 November 4, 2021
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-105xq321.htm)
10.141† Amendment No. 33 to A320 NEO Family Purchase Agreement, dated December 20, 10-K 001-35121 10.134 February 17, 2022
2021, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10134xq421.htm)
10.142† Amendment No. 34 to A320 NEO Family Purchase Agreement, dated December 20, 10-K 001-35121 10.135 February 17, 2022
2021, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10135xq421.htm)
10.143† Amendment No. 35 to A320 NEO Family Purchase Agreement, dated February 3, 10-Q 001-35121 10.6 May 5, 2022
2022, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-106xq122.htm)
10.144† Amendment No. 36 to A320 NEO Family Purchase Agreement, dated March 25, 2022, 10-Q 001-35121 10.7 May 5, 2022
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-107xq122.htm)
10.145† Amendment No. 37 to A320 NEO Family Purchase Agreement, dated June 16, 2022, 10-Q 001-35121 10.4 August 4, 2022
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022021057/ex-104q222.htm)
10.146† Amendment No. 38 to A320 NEO Family Purchase Agreement, dated October 3, 2022, 10-K 001-35121 10.148 February 16, 2023
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10148-q422.htm)
10.147† Amendment No. 39 to A320 NEO Family Purchase Agreement, dated February 29, 10-Q 001-35121 10.2 May 6, 2024
2024, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024020612/ex102-q124.htm)
10.148† Amendment No. 40 to A320NEO Family Purchase Agreement, dated April 15, 2024, 10-Q 001-35121 10.2 August 1, 2024
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024034116/ex-102xq224.htm)
10.149† Amendment No. 41 to the A320 NEO Family Purchase Agreement, dated July 24, 10-Q 001-35121 10.1 November 7, 2024
2024, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex-101xq324.htm)
10.150† Amendment No. 42 to the A320 NEO Family Purchase Agreement dated September 6, 10-Q 001-35121 10.6 November 7, 2024
2024, by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex106-q324.htm)
10.151† Amendment No. 43 to the A320 NEO Family Purchase Agreement dated May 20, 2025, 10-Q 001-35121 10.5 August 4, 2025
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex105-q225.htm)
10.152† Amendment No. 44 to the A320 NEO Family Purchase Agreement dated June 6, 2025, 10-Q 001-35121 10.6 August 4, 2025
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex106-q225.htm)
10.151† Agreement dated June 20, 2023, by and between Airbus S.A.S. and Air Lease 10-Q 001-35121 10.13 August 3, 2023
Corporation.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex1013.htm)
10.152† Amendment No. 1 to the Agreement dated February 29, 2024, by and between 10-Q 001-35121 10.3 May 6, 2024
Airbus S.A.S. and Air Lease Corporation.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024020612/ex103-q124.htm)
10.153† Amendment No. 2 to the Agreement dated April 15, 2024, among Airbus S.A.S., 10-Q 001-35121 10.3 August 1, 2024
Airbus Canada Limited Partnership and Air Lease Corporation.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024034116/ex103-q224.htm)
10.154† Amendment No. 3 to Agreement dated July 24, 2024, among Airbus S.A.S., Airbus 10-Q 001-35121 10.3 November 7, 2024
Canada Limited Partnership and Air Lease Corporation.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex-103xq324.htm)
10.155† Amendment No. 4 to Agreement dated July 24, 2024, among Airbus S.A.S., Airbus 10-Q 001-35121 10.9 August 4, 2025
Canada Limited Partnership and Air Lease Corporation.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex109-q225.htm)
10.156† A330-900 NEO Purchase Agreement, dated March 3, 2015, between Air Lease 10-Q/A 001-35121 10.1 September 2, 2016
Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016008172/al-20150331ex101e9e7db.htm)
10.157† Amendment No. 1 to the A330-900 NEO Purchase Agreement, dated May 31, 2016, 10-Q 001-35121 10.17 August 4, 2016
between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex101793732.htm)
10.158† Amendment No. 2 to A330-900 NEO Purchase Agreement, dated June 19, 2017, by 10-Q 001-35121 10.2 August 3, 2017
and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017005842/al-20170630ex102114cbb.htm)
10.159† Amendment No. 3 to A330-900 NEO Purchase Agreement, dated October 2, 2017, by 10-K 001-35121 10.79 February 22, 2018
and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018000933/al-20171231ex10792ebbc.htm)
10.160† Amendment No. 4 to A330-900 NEO Purchase Agreement, dated December 27, 2017, 10-K 001-35121 10.80 February 22, 2018
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018000933/al-20171231ex1080302d3.htm)
10.161† Amendment No. 5 to A330-900 NEO Purchase Agreement, dated December 31, 2018, 10-K 001-35121 10.98 February 21, 2019
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex1098db3c0.htm)
10.162† Amendment No. 6 to A330-900 NEO Purchase Agreement, dated February 27, 2019, 10-Q 001-35121 10.6 May 9, 2019
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019004689/al-20190331ex106f5d613.htm)
10.163† Amendment No. 7 to A330-900 NEO Purchase Agreement, dated August 8, 2019, by 10-Q 001-35121 10.2 November 7, 2019
and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019010374/ex-10d2.htm)
10.164† Amendment No. 8 to A330-900 NEO Purchase Agreement, dated October 18, 2019, by 10-K 001-35121 10.117 February 14, 2020
and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d117.htm)
10.165† Amendment No. 9 to A330-900 NEO Purchase Agreement, dated December 20, 2019, 10-K 001-35121 10.118 February 14, 2020
by and between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d118.htm)
10.166† Amendment No. 10 to the A330-900 NEO Purchase Agreement, dated June 14, 2020, 10-Q 001-35121 10.4 August 6, 2020
between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020009658/al-20200630xex10d4.htm)
10.167† Amendment No. 11 to the A330-900 NEO Purchase Agreement, dated August 31, 10-Q 001-35121 10.3 November 9, 2020
2020, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020013357/al-20200930xex10d3.htm)
10.168† Amendment No. 12 to the A330-900 NEO Purchase Agreement, dated October 2, 10-K 001-35121 10.136 February 22, 2021
2020, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d136.htm)
10.169† Amendment No. 13 to the A330-900 NEO Purchase Agreement, dated December 24, 10-K 001-35121 10.137 February 22, 2021
2020, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d137.htm)
10.170† Amendment No. 14 to the A330-900 NEO Purchase Agreement, dated December 13, 10-K 001-35121 10.150 February 17, 2022
2021, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10150xq421.htm)
10.171† Amendment No. 15 to the A330-900 NEO Purchase Agreement, dated December 20, 10-K 001-35121 10.151 February 17, 2022
2021, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10151xq421.htm)
10.172† Amendment No. 16 to the A330-900 NEO Purchase Agreement, dated November 6, 10-K 001-35121 10.173 February 15, 2024
2023, between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex10173-q423.htm)
10.173† Amendment No. 17 to the A330-900 NEO Purchase Agreement, dated June 6, 2025, 10-Q 001-35121 10.8 August 4, 2025
between Air Lease Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex108-q225.htm)
10.173† Agreement, dated December 31, 2018, by and between Air Lease Corporation and 10-K 001-35121 10.99 February 21, 2019
Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000155837019000845/al-20181231ex10990c50f.htm)
10.174† Amendment No. 1 to Agreement, dated October 30, 2019, between Airbus S.A.S. 10-K 001-35121 10.120 February 14, 2020
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d120.htm)
10.175† Amendment No. 2 to Agreement, dated December 20, 2019, between Airbus S.A.S. 10-K 001-35121 10.121 February 14, 2020
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d121.htm)
10.176† Amendment No. 3 to Agreement, dated August 31, 2020, between Airbus S.A.S. and 10-Q 001-35121 10.2 November 9, 2020
Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020013357/al-20200930xex10d2.htm)
10.177† Amendment No. 4 to Agreement, dated December 22, 2020, between Airbus S.A.S. 10-K 001-35121 10.142 February 22, 2021
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d142.htm)
10.178† Amendment No. 5 to Agreement, dated December 20, 2021, between Airbus S.A.S. 10-K 001-35121 10.157 February 17, 2022
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10157xq421.htm)
10.179† Amendment No. 6 to Agreement, dated January 31, 2022, between Airbus S.A.S. 10-Q 001-35121 10.3 May 5, 2022
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-103xq122.htm)
10.181† Agreement, dated December 20, 2019, between Airbus S.A.S. and Air Lease 10-K 001-35121 10.122 February 14, 2020
Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d122.htm)
10.182† Amendment No. 1 to Agreement, dated June 14, 2020, between Airbus S.A.S. and 10-Q 001-35121 10.3 August 6, 2020
Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020009658/al-20200630xex10d3.htm)
10.183† Amendment No. 2 to Agreement, dated October 2, 2020, between Airbus S.A.S. and 10-K 001-35121 10.145 February 22, 2021
Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/0001487712/000155837021001372/al-20201231xex10d145.htm)
10.184† Amendment No. 3 to Agreement, dated April 6, 2021, between Airbus S.A.S. and 10-Q 001-35121 10.6 August 5, 2021
Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-106q221.htm)
10.185† Amendment No. 4 to Agreement, dated July 7, 2021, between Air Lease 10-Q 001-35121 10.3 November 4, 2021
Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-103xq321.htm)
10.186† Amendment No. 5 to the Agreement, dated July 31, 2021, between Air Lease 10-Q 001-35121 10.4 November 4, 2021
Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021021774/ex-104xq321.htm)
10.187† Amendment No. 6 to the Agreement, dated March 25, 2022, between Air Lease 10-Q 001-35121 10.4 May 5, 2022
Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-104xq122.htm)
10.180† Amendment No. 7 to Agreement, dated November 6, 2023, between Airbus S.A.S. 10-K 001-35121 10.181 February 15, 2024
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex10181-q423.htm)
10.182† Amendment No. 8 to Agreement, dated June 26, 2025, between Air Lease 10-Q 001-35121 10.10 August 4, 2025
Corporation and Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex1010-q225.htm)
10.183† Agreement, dated December 20, 2019, among Airbus S.A.S. and Airbus Canada 10-K 001-35121 10.123 February 14, 2020
Limited Partnership and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d123.htm)
10.184† Amendment No. 1 to Agreement, dated December 20, 2021, between Airbus S.A.S. 10-K 001-35121 10.165 February 17, 2022
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10165xq421.htm)
10.185† Amendment No. 2 to Agreement, dated January 11, 2022, between Airbus S.A.S. 10-Q 001-35121 10.1 May 5, 2022
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-101xq122.htm)
10.186† Amendment No. 3 to Agreement, dated November 6, 2023, between Airbus S.A.S. 10-K 001-35121 10.192 February 15, 2024
and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex10192-q423.htm)
10.187† A220 Purchase Agreement, dated December 20, 2019, by and between Airbus Canada 10-K 001-35121 10.124 February 14, 2020
Limited Partnership and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020000836/ex-10d124.htm)
10.188† Amendment No. 1 to the A220 Purchase Agreement, dated August 31, 2020, by and 10-Q 001-35121 10.5 November 9, 2020
between Air Lease Corporation and Airbus Canada Limited Partnership
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020013357/al-20200930xex10d5.htm)
10.189† Amendment No. 2 to the A220 Purchase Agreement, dated April 6, 2021, by and 10-Q 001-35121 10.2 August 5, 2021
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-102q221.htm)
10.190† Amendment No. 3 to the A220 Purchase Agreement, dated June 3, 2021, by and 10-Q 001-35121 10.3 August 5, 2021
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/0001487712/000162828021015851/ex-103q221.htm)
10.191† Amendment No. 4 to the A220 Purchase Agreement, dated December 20, 2021, by 10-K 001-35121 10.170 February 17, 2022
and between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10170xq421.htm)
10.192† Amendment No. 5 to the A220 Purchase Agreement, dated March 25, 2022, by and 10-Q 001-35121 10.2 May 5, 2022
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022012628/ex-102xq122.htm)
10.193† Amendment No. 6 to the A220 Purchase Agreement, dated July 15, 2022, by and 10-Q 001-35121 10.1 November 3, 2022
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022028169/ex-101xq322.htm)
10.194† Amendment No. 7 to the A220 Purchase Agreement, dated August 31, 2022, by and 10-Q 001-35121 10.2 November 3, 2022
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022028169/ex-102xq322.htm)
10.195† Amendment No. 8 to the A220 Purchase Agreement, dated October 3, 2022, by and 10-K 001-35121 10.190 February 16, 2023
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10190-q422.htm)
10.196† Amendment No. 9 to the A220 Purchase Agreement, dated July 6, 2023, by and 10-Q 001-35121 10.1 November 6, 2023
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023036881/ex101-q323.htm)
10.197† Amendment No. 10 to the A220 Purchase Agreement, dated February 29, 2024, by 10-Q 001-35121 10.4 May 6, 2024
and between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024020612/ex104-q124.htm)
10.198† Amendment No. 11 to the A220 Purchase Agreement, dated May 22, 2024, by and 10-Q 001-35121 10.4 August 1, 2024
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024034116/ex104-q224.htm)
10.199† Amendment No. 12 to the A220 Purchase Agreement, dated July 24, 2024, by and 10-Q 001-35121 10.5 November 7, 2024
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex-105xq324.htm)
10.200† Amendment No. 13 to the A220 Purchase Agreement, dated June 6, 2025, by and 10-Q 001-35121 10.7 August 4, 2025
between Air Lease Corporation and Airbus Canada Limited Partnership.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex107-q225.htm)
10.201† Amendment and Restatement Agreement of Letter Agreement No. 1 to the A220 10-K 001-35121 10.219 February 13, 2025
Purchase Agreement
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10219-q424.htm)
10.202† Agreement, dated July 24, 2024, by and between Air Lease Corporation and 10-Q 001-35121 10.4 November 7, 2024
Airbus S.A.S.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024046236/ex-104xq324.htm)
10.203† 2021 Agreement, dated December 20, 2021, between Airbus S.A.S. and Air Lease 10-K 001-35121 10.171 February 17, 2022
Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828022003016/ex-10171xq421.htm)
10.204† 2024 Agreement, dated December 10, 2024, between Airbus Canada Limited 10-K 001-35121 10.222 February 13, 2025
Partnership and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10222-q424.htm)
10.205† 2024 Agreement, dated December 10, 2024, between Airbus Canada Limited 10-K 001-35121 10.223 February 13, 2025
Partnership and Air Lease Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10223-q424.htm)
10.206† 2024 Agreement, dated December 20, 2024, between Airbus S.A.S and Air Lease 10-K 001-35121 10.224 February 13, 2025
Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10224-q424.htm)
10.207† Amendment No. 1 dated June 26, 2025, between Airbus S.A.S and Air Lease 10-Q 001-35121 10.11 August 4, 2025
Corporation
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex1011-q225.htm)
10.208§ Tax Equalization Understanding between Air Lease Corporation and Jie Chen, 8-K 001-35121 10.3 June 7, 2019
dated June 5, 2019
(https://www.sec.gov/Archives/edgar/data/1487712/000119312519168147/d752342dex103.htm)
10.209§ Air Lease Corporation Annual 2025 Cash Bonus Plan 10-K 001-35121 10.227 February 13, 2025
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10227-q424.htm)
10.210§ Air Lease Corporation 2014 Equity Incentive Plan 10-Q 001-35121 10.2 May 8, 2014
(https://www.sec.gov/Archives/edgar/data/1487712/000110465914036471/a14-8274_1ex10d2.htm)
10.211§ Air Lease Corporation 2023 Equity Incentive Plan 8-K 001-35121 10.1 May 5, 2023
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023016130/ex101.htm)
10.212§ Form of Grant Notice (Deferral) and Form of Restricted Stock Units Award 10-K 001-35121 10.41 February 26, 2015
Agreement (Deferral) for Non-Employee Directors under the Air Lease
Corporation 2014 Equity Incentive Plan
(https://www.sec.gov/Archives/edgar/data/1487712/000104746915001288/a2223178zex-10_41.htm)
10.213§ Form of Grant Notice (Deferral) and Form of Restricted Stock Units Award 10-Q 001-35121 10.3 August 9, 2018
Agreement for non-employee directors under the Air Lease Corporation 2014
Equity Incentive Plan, for awards granted beginning May 9, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018006887/al-20180630ex10363f16f.htm)
10.214§ Form of Grant Notice and Form of Book Value and Total Stockholder Return 10-Q 001-35121 10.3 May 10, 2018
Restricted Stock Units Award Agreement for Messrs. John L. Plueger and Steven
F. Udvar-Házy under the Air Lease Corporation 2014 Equity Incentive Plan, for
awards granted beginning February 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex103f326d7.htm)
10.215§ Form of Grant Notice (Time-Based Vesting) and Form of Restricted Stock Units 10-Q 001-35121 10.1 May 10, 2018
Award (Time-Based Vesting) Agreement for Messrs. John L. Plueger and Steven F.
Udvar-Házy under the Air Lease Corporation 2014 Equity Incentive Plan, for
awards granted beginning February 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex1018c552f.htm)
10.216§ Form of Grant Notice and Form of Book Value and Total Stockholder Return 10-Q 001-35121 10.2 May 10, 2018
Restricted Stock Units Award Agreement for officers (Executive Vice President
and below) and other employees under the Air Lease Corporation 2014 Equity
Incentive Plan, for awards granted beginning February 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex10211b758.htm)
10.217§ Form of Grant Notice (Time-Based Vesting) and Form of Restricted Stock Units 10-Q 001-35121 10.4 May 4, 2017
Award (Time-Based Vesting) Agreement for officers (Executive Vice President
and below) and other employees under the Air Lease Corporation 2014 Equity
Incentive Plan, for awards granted beginning February 20, 2018
(https://www.sec.gov/Archives/edgar/data/1487712/000155837018004631/al-20180331ex104d68c2d.htm)
10.218§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.3 August 3, 2023
Incentive Plan - Non-employee Director Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-103.htm)
10.219§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.4 August 3, 2023
Incentive Plan - Non-employee Director Restricted Stock Units (Deferral)
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-104.htm)
10.220§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.5 August 3, 2023
Incentive Plan - Messrs. John L. Plueger and Steven F. Udvar-Házy Book Value
Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-105.htm)
10.221§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.6 August 3, 2023
Incentive Plan - Messrs. John L. Plueger and Steven F. Udvar-Házy TSR
Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-106.htm)
10.222§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.7 August 3, 2023
Incentive Plan - Messrs. John L. Plueger and Steven F. Udvar-Házy Time-Based
Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-107.htm)
10.223§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.8 August 3, 2023
Incentive Plan - Mr. Steven F. Udvar-Házy Time-Based Restricted Stock Units
(Bonus)
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-108.htm)
10.224§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.9 August 3, 2023
Incentive Plan - Executive Vice Presidents and Below Book Value Restricted
Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-109.htm)
10.225§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.10 August 3, 2023
Incentive Plan - Executive Vice Presidents and Below TSR Restricted Stock
Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-1010.htm)
10.226§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-Q 001-35121 10.11 August 3, 2023
Incentive Plan - Executive Vice Presidents and Below Time-Based Restricted
Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023027196/ex-1011.htm)
10.227§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.245 February 13, 2025
Incentive Plan - Messrs. John L. Plueger and
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10245-q424.htm)
Steven F. Udvar-Házy Book Value Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10245-q424.htm)
10.228§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.246 February 13, 2025
Incentive Plan - Messrs. John L. Plueger and Steven F. Udvar-Házy TSR
Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10246-q424.htm)
10.229§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.247 February 13, 2025
Incentive Plan - Messrs. John L. Plueger and Steven F. Udvar-Házy Time-Based
Restricted Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10247-q424.htm)
10.230§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.248 February 13, 2025
Incentive Plan - Mr. Steven F. Udvar-Házy Time-Based Restricted Stock Units
(Bonus)
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10248-q424.htm)
10.231§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.249 February 13, 2025
Incentive Plan - Executive Vice Presidents and Below Book Value Restricted
Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10249-q424.htm)
10.232§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.250 February 13, 2025
Incentive Plan - Executive Vice Presidents and Below TSR Restricted Stock
Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10250-q424.htm)
10.233§ Form of Grant Notice and Standard Terms and Conditions for 2023 Equity 10-K 001-35121 10.251 February 13, 2025
Incentive Plan - Executive Vice Presidents and Below Time-Based Restricted
Stock Units
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex10251-q424.htm)
10.234§ Severance Agreement, dated as of July 1, 2016, by and between Air Lease 10-Q 001-35121 10.3 August 4, 2016
Corporation and John L. Plueger
(https://www.sec.gov/Archives/edgar/data/1487712/000155837016007425/al-20160630ex103fbaffe.htm)
10.235§ Air Lease Corporation Executive Severance Plan, adopted February 22, 2017, as 10-Q 001-35121 10.1 May 4, 2017
amended on May 3, 2017
(https://www.sec.gov/Archives/edgar/data/1487712/000155837017003521/al-20170331ex101bb66b9.htm)
10.236§ Form of Indemnification Agreement with directors and officers S-1 333-171734 10.12 February 22, 2011
(https://www.sec.gov/Archives/edgar/data/1487712/000095012311016530/v57988a2exv10w12.htm)
10.237§ Form of Indemnification Agreement with Company directors and Section 16 10-Q 001-35121 10.5 May 7, 2020
officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of
1934, as amended), adopted February 13, 2020
(https://www.sec.gov/Archives/edgar/data/1487712/000155837020005717/al-20200331xex10d5.htm)
10.238§ Air Lease Corporation Non-Employee Director Compensation (as amended May 2, 10-Q 001-35121 10.14 August 4, 2025
2025)
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025037413/ex1014-q225.htm)
10.239§ Employment Agreement between ALC Aircraft Limited and John L. Plueger, dated 10-K 001-35121 10.213 February 16, 2023
February 14, 2023.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10213-q422.htm)
10.240§ Letter Agreement between Air Lease Corporation and John L. Plueger, dated 10-K 001-35121 10.215 February 16, 2023
February 14, 2023.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828023003886/ex10215-q422.htm)
10.241§ Amendment, dated April 16, 2025, to the Employment Agreement between ALC 10-Q 001-35121 10.3 May 5, 2025
Aircraft Limited and John L. Plueger.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025022166/ex103-q125.htm)
10.242§ Letter Agreement, by and among Air Lease Corporation, ALC Aircraft Limited and 8-K 001-35121 10.1 March 13, 2025
Steven Udvar-Házy, dated March 13, 2025
(https://www.sec.gov/Archives/edgar/data/1487712/000119312525054039/d922933dex101.htm)
.
10.243§ Employment Agreement between ALC Aircraft Limited and Kishore Korde, dated 10-Q 001-35121 10.4 November 3, 2025
October 2, 2025.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025048215/ex104-q325.htm)
10.244§ Letter Agreement between Air Lease Corporation and Kishore Korde, dated 10-Q 001-35121 10.5 November 3, 2025
October 2, 2025.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025048215/ex105-q325.htm)
10.245§ Employment Agreement between ALC Aircraft Limited and David Beker, dated 10-Q 001-35121 10.6 November 3, 2025
October 2, 2025.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025048215/ex106-q325.htm)
10.246§ Letter Agreement between Air Lease Corporation and David Beker, dated October 10-Q 001-35121 10.7 November 3, 2025
2, 2025.
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025048215/ex107-q325.htm)
10.247§ Form of Acceleration and Clawback Agreement 8-K 001-35121 10.1 January 6, 2026
(https://www.sec.gov/Archives/edgar/data/1487712/000119312526004412/d55546dex101.htm)
19.1 Air Lease Corporation Insider Trading Policy 10-K 001-35121 19.1 February 13, 2025
(https://www.sec.gov/Archives/edgar/data/1487712/000162828025005392/ex191-q424.htm)
21.1 List of Significant Subsidiaries of Air Lease Corporation Filed herewith
(wurl://docs.v1/doc:7e7f75ce2b154f5792477d6fef2be204)
23.1 Consent of Independent Registered Accounting Firm Filed herewith
(wurl://docs.v1/doc:5c037147aa2d40538f54cc947e7aea12)
31.1 Certification of the Principal Executive Officer Pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act of 2002.
(wurl://docs.v1/doc%3Adaa0373132ac40699954ae3cbd7ef702)
31.2 Certification of the Principal Financial Officer Pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act of 2002.
(wurl://docs.v1/doc%3Ab108965f00a34c22b8924625eac2a649)
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section Furnished herewith
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(wurl://docs.v1/doc%3Af5ab41a68155458987c5ac98965c4420)
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Furnished herewith
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (wurl://docs.v1/doc:2157d7b733f04d329db5f57b4102928e)
97.1§ Incentive Compensation Recoupment Policy 10-K 001-35121 97.1 February 15, 2024
(https://www.sec.gov/Archives/edgar/data/1487712/000162828024005037/ex971-q423.htm)
101.INS Inline XBRL Instance Document (the instance document does not appear in the Filed herewith
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 Cover Page Interactive Data File (formatted in Inline XBRL and contained in
Exhibit 101)
† The Company has either (i) omitted confidential
portions of the referenced exhibit and filed such confidential portions
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment under Rule 406 promulgated under the Securities
Act of 1933 or (ii) omitted portions of the referenced exhibit pursuant to
Item 601(b) of Regulation S-K because it (a) is not material and (b) is the
type that the Company treats as private or confidential.
§ Management contract or compensatory plan or
arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on February 12,
2026.
AIR LEASE CORPORATION
By: /s/ Gregory B. Willis
Gregory B. Willis
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Steven F. Udvar-Házy Chairman of the Board of Directors February 12, 2026
Steven F. Udvar-Házy
/s/ John L. Plueger Chief Executive Officer and President (Principal Executive Officer) February 12, 2026
John L. Plueger
/s/ Matthew J. Hart Director February 12, 2026
Matthew J. Hart
/s/ Yvette Hollingsworth Clark Director February 12, 2026
Yvette Hollingsworth Clark
/s/ Cheryl Gordon Krongard Director February 12, 2026
Cheryl Gordon Krongard
Director
Marshall O. Larsen
Director
Susan R. McCaw
/s/ Robert A. Milton Director February 12, 2026
Robert A. Milton
/s/ Ian M. Saines Director February 12, 2026
Ian M. Saines
1 (#_ftnref1) References throughout this Annual Report on Form 10-K to "our
fleet" refer to the aircraft included in flight equipment subject to operating
leases and do not include aircraft in our managed fleet, our flight equipment
held for sale or aircraft classified as net investments in sales-type leases
unless the context indicates otherwise.
2 (#_ftnref2) Adjusted net income before income taxes excludes the effects
of certain non-cash items such as non-cash deemed dividends upon redemption of
our Series A preferred stock, non-recurring items that are not expected to
continue in the future, such as retirement compensation, merger related costs
and recoveries related to our former Russian fleet, and certain other items.
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 U.S. Generally Accepted Accounting
Principles ("GAAP"). See "Results of Operations" in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
this Annual Report on Form 10-K for a discussion of adjusted net income before
income taxes and adjusted diluted earnings per share before income taxes as
non-GAAP measures and a reconciliation of these measures to net income
attributable to common stockholders.
3 (#_ftnref3) References throughout this Annual Report on Form 10-K to "our
fleet" refer to the aircraft included in flight equipment subject to operating
leases and do not include aircraft in our managed fleet, flight equipment held
for sale or aircraft classified as net investments in sales-type leases unless
the context indicates otherwise.
4 (#_ftnref4) Adjusted net income before income taxes excludes the effects
of certain non-cash items such as non-cash deemed dividends upon redemption of
our Series A preferred stock, one-time or non-recurring items that are not
expected to continue in the future, such as retirement compensation, merger
related costs and recoveries to our former Russian fleet, and certain other
items. 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 U.S. Generally Accepted Accounting
Principles ("GAAP"). See "Results of Operations" below for a discussion of
adjusted net income before income taxes and adjusted diluted earnings per
share before income taxes as non-GAAP measures and a reconciliation of these
measures to net income attributable to common stockholders.
5 (#_ftnref5) Aircraft in our sales pipeline is as of December 31, 2025,
adjusted for letters of intent signed through February 12, 2026.
6 (#_ftnref6) While our management's historical experience is that
non-binding letters of intent for aircraft sales generally lead to binding
contracts, we cannot be certain that we will ultimately execute binding sales
agreements for all or any of the aircraft subject to letters of intent or
predict the timing of closing for any such aircraft sales.
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. END FR DXLFFQLLFBBD
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