SecProbe.io

February 10, 2011

John L. Plueger
President & Chief Operating Officer  Air Lease Corporation  2000 Avenue of the Stars, Suite 600N  Los Angeles, CA 90067
Re: Air Lease Corporation
Registration Statement on Form S-1 Filed January 14, 2011
  File No. 333-171734

Dear Mr. Plueger:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
  General

1. We note that you have not provided a price ra nge for your offering.  Please revise your
filing to include a price range.  Since the pr ice range triggers a nu mber of disclosure
matters, we will need sufficient time to process the amendment when it is included.  Please understand that its effect on disclosure  throughout may cause us to raise issues on
areas not previously commented upon.
2. As soon as practicable, please furnish to us  a statement as to whether the amount of
compensation to be paid to the underwriters has been cleared by FINRA.  Prior to the
effectiveness of your registration statement,  please provide us with a copy of the
clearance letter or a call from FINRA in forming us that FINRA has no additional
concerns.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 2

3. The preliminary prospectus you circulate must  include all information required by U.S.
federal securities laws, except informati on you may exclude in reliance upon Rule 430A
of Regulation C.  We may have additional comments after you fill in all blanks and file all exhibits, including the legality opinion.
4. Please monitor your requirement to provide updat ed financial information.  Refer to Rule
3-12 of Regulation S-X.
5. Please provide a currently dated, signed auditors ’ consent with your next amendment.
 Industry and market data, page i

6. We note that your disclosure contains mark et and industry information from a report
prepared by AVITAS. Please provide us w ith a copy of the AVITAS report, clearly
marked to highlight the portion or secti on that contains the information and cross-
reference it to the appropriate location in your filing.  We may have additional comments
after we review your response.
7. Please be advised that you are responsible for the info rmation you disclose in your
prospectus.  Therefore, please delete the disclaimer in the second sentence regarding the
accuracy and completeness of the market data.
 Prospectus summary, page 1

8. We note your reference to market trends in  your discussion.  Thr oughout the prospectus,
please revise to state your ba sis or source for the statements you make with regard to
market information and trends.  For example, you have not provided source information for the statements in the second sentence of  the fourth paragra ph regarding demand for
passenger airline travel and market saturation, the stat ement regarding demand and
growth in the second paragraph on page three.
9. To the extent comments in this section a ffect other portions of the prospectus, please
revise the prospectus throughout accordingly.
 Our company, page 1

10. We note your statement in the second paragraph that you owned 40 aircraft as of December 31, 2010.  Please revise to disclose th e number of used and new aircraft that
comprise the 40 aircraft.
11. You state in the second paragraph that all of the aircraft you currently own are leased or are subject to lease.  Please revise to disclo se the number of aircraft actually leased and
explain what you mean by “subject to lease” (e .g. does this mean that you have entered
into a binding lease commitment but delivery of  the aircraft has not yet occurred?).

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 3

Operations to date, page 2

 Current fleet, page 2

12. We note that you anticipate your fleet will grow  to over 100 aircraft at the end of 2011.
Based on the size of your fleet at the end of 2010 and your disclosed purchase
commitments in 2011, please clarify how you intend to grow your fleet to over 100
aircraft at the end of 2011.  If  there are any other probable ag reements to acquire aircraft,
please disclose and discuss the terms of those agreements.
 Aircraft purchase commitments, page 2

13. Please revise the first paragraph on page thr ee to quantify the numb er of binding and non-
binding lease commitments for the aircra ft to be delivered in 2011 and 2012.
 Our business and growth strategies, page 3

Capitalize on attractive market opportunities  . . .  page 3

14. We note your statement in the fifth sentence.  Please revise to disclose why you believe
narrowbody and certain widebody aircraft wi ll continue to expe rience strong global
airline demand.
 Enter into strategic ventures, page 4

15. Please revise to disclose whether you have any current plans to enter into strategic
ventures with third parties.
 Risks affecting us, page 7

16. Please revise this section to briefly descri be key risks and how those risks affect your
company.  Your disclosure in this section should be equally prominent as the section
describing your competitive strengths.  For ex ample, the use of bulleting and bold type is
helpful for highlighting and distinguishing between the key risks.
 Summary financial inform ation and data, page 10

17. We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA
that you identify as performance measures.  In your disclosures, you indicate that you believe these measures provide useful information regarding your ability to “service long-term debt and other fixed obligations” and your ability to “fund expected growth
with internally generated funds”.  Based on thes e disclosures, it is no t clear to us how or
why you do not believe that these non-GAAP meas ures are also liquidity measures.  If
they are liquidity measures, please also rec oncile them to net cash provided by/used in

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 4

operating activities and disclose operating, inve sting, and financing cash flows with equal
or greater prominence.  If they are not liquidi ty measures, please explain why and clarify
your current disclosures.  This comment is also applicable to non-GAAP disclosures in
selected financial data and MD&A.
 Risk factors, page 12

The death, incapacity or departure of key officers . . ., page 14

18. Please revise the risk factor to disclose th at you only have employment agreements with
Mr. Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment
agreements with your other senior officers.
 Our substantial indebtedness incu rred to acquire our aircraft re quires significant debt service
payments, page 17

19. The focus of this risk factor is not center ed upon your debt service payments, as indicated
in the risk factor heading.  Please revise th e risk factor to elaborate on the risk that
significant debt service payments pose to  your company.  Please also discuss the
consequences that could occur if you are una ble to make the debt service payments.
 SARS, H1N1 and other epidemic diseases . . . , page 32

20. Please revise this risk factor heading to desc ribe the impact of the risk to your company.
Please similarly revise the ne xt risk factor heading rela ting to natural disasters.
 Use of Proceeds, page 40

21. Please state the approximate amount of proceeds intended to be used for each purpose specified.  We also note your disclosure that you will have broad disc retion in the use of
proceeds and that the amount and timing of wh at you actually spend for intended uses of
proceeds may vary significantly.  Please note that you may reserve the right to change your uses of proceeds, provided that such rese rvation is due to certain contingencies that
are discussed specifically and the alternatives to such use in that event are indicated.
Please see Item 504 of Regulation S-K and Instruction 7 thereto.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 5

Management’s Discussion and Analysis of Financial Condition . . . , page 47

Liquidity and Capital Resources, page 48
22. Please expand your disclosures to provide a de tailed discussion of the significant and
most restrictive financial and non-financial el ements of the loan c ovenants, related to
your various debt instruments, including, if applicable, actual versus required
ratios/amounts.
23. Please revise your liquidity disclo sures to address the following:
• We note your disclosure regarding your ability  to satisfy your current liquidity needs,
please revise your disclosure to identify the time period that you believe you will be
able to satisfy your liquidity needs.
• Please address the potential risks and cons equences if you are unable to satisfy your
existing aircraft purchase commitments.
• We note your disclosure regarding an in creasing interest ra te when you convert
current borrowing under your warehouse facility  into a four year term loan, please
revise your disclosure to clarify how that interest rate  will be determined,  including
what the interest rate would be if the borrowing were converted now.
 Recent initiatives, page 49

24. Please file the agreements governing the se ven unsecured two-year and three-year
revolving credit facilities as exhibits to your registration statement.
 Business, page 70

Our financing strategies, page 76

25. We note your statement in the third full paragraph on page 77.  We also note your
disclosure in the third full  paragraph on page 48 that you have “commenced discussions”
for government-sponsored financing.  Pleas e revise your discussion on page 77 to
indicate the length of the process for securing the govern ment-sponsored financing, at
what stage you are in the process, how mu ch funding you expect to receive from the
financing and whether you are subject to rejection for receipt of financing.
 Government regulation, page 83

26. Please disclose whether you believe you ar e in compliance with the government
regulations you discuss in this  section.   Please also stat e whether you have registered
your aircraft with the appropria te authorities and obtained Ce rtificates of Airworthiness
for your aircraft.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 6

Facilities, page 85

27. Please file your office lease agreements, if material, as exhibits to your registration
statement. See Item 601(b)(10) (ii)(D) of Regulation S-K.
 Management, page 86

Backgrounds of our current executive officers and directors, page 86

28. Please revise the business descriptions of your  directors and executive officers to ensure
that you have provided each indi vidual’s business experience dur ing the past five years.
Please account for any gaps during the past five  years.  For example, we note that it is
unclear when Mr. Willis worked at ILFC.   Please refer to Item 401(e)(1) of Regulation
S-K.
 Executive compensation, page 95

How we determine compensation, page 96

Role of Independent Consultant, page 96

29. Please indicate whether the compensation committee has approved of the compensation
consultant’s engagement in any separate work for your management or employees.
 Elements of the executive co mpensation program, page 97

Annual Bonus, page 97

30. Please revise to disclose the company financ ial metric performance targets and individual
objectives for each named executive officer.  Please disclose the targets necessary to
obtain the target bonus amount and the maximum bonus amount for each named executive officer.
 Long-Term Incentive Awards, page 98

31. We note your disclosure in the first full para graph on page 99.  Please revise to explain
why Mr. Chen’s RSUs have a time-based vesting element that is different from the other named executive officers.
32. In the second full paragraph on page 100, pleas e disclose Mr. Chen’s performance targets
for the performance bonus payable in July 2011.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 7

Certain relationships and relate d party transact ions, page 121

33. Please file the agreements governing the loan transactions and stock purchase transactions with your officers and directors.  Please refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
 Certain U.S. federal income tax consid eration for non-U.S. holders, page 132

34. Please revise the heading and first paragraph of this section to indicate that you are
discussing the “material” U.S. federal income tax considerations.
35. Please delete the disclaimer in the last pa ragraph stating that “th[e] summary is for
general information only”.  Investors are en titled to rely on the information you provide
in your prospectus.
 Financial Statements

General
36. We note your limited operating history and the financial statements you currently present.
Please identify your fiscal year end in your fili ng and ensure that the financial statements
you present meet the updating and audit requi rements of Rule 3- 12 of Regulation S-X
based on your fiscal year end.
 Consolidated Statement of Cash Flows, page F-6

37. Based on your disclosure it appears that you acquired flight equipment under operating
leases.  Please disclose the material terms of the transaction in which you acquired your
existing aircraft, including the parties involved.  If you acquired a fleet of aircraft, subject
to existing operating leases, please explain to us how and why you determined that this
acquisition was not the acquisiti on of a business for which hist orical financial statements
may be required by Rule 3-05 of Regulation S-X.
 Note 1 – Summary of Significant Accounting Policies, page F-7

38. Please expand your accounting policy disclosu res to include a discussion of the
company’s consolidation policy.
 Note 1 – Summary of Significant Accounting Policies, page F-7

b. Rental of flight equipment, page F-7
39. We note that you record as rental revenue, th e portion of supplemental maintenance rent
that you are “virtually certain will not be reimbursed to the lessee”.  Please clarify when

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 8

and how you make this determination and di sclose the amount of supplemental revenue
you recorded each period.  Also, please clarify when and how you determine the amount of supplemental maintenance rent that may be  required to be reimbursed to the lessee and
confirm that these amounts are not recorded in revenues.
 g. Capitalized interest, page F-8

40. Please provide the disclosu res required by ASC 835-20-50.
 Note 3 – Debt financing, page F-10

 i. Convertible notes, page F-12

41. Please better explain to us how you determined the fair values of the convertible notes
and stock purchase agreement and how you de termined the amount of the beneficial
conversion option.  Also, please te ll us if the warrants, disclosed in note 4, were issued to
the noteholders.  If they were, please explain to us why their fair value was not recorded
as a debt discount.
 Note 7 – Income taxes, page F-16

42. Please disclose the amount of taxable income required to be generated to fully realize
your deferred tax asset.
 Note 8 – Commitments and contingencies, page F-18

43. Please disclose the dollar amount  of aircraft purchase commitm ents for each of the next
five fiscal years as re quired by ASC 440-10-50-4.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all appl