SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934

Fly Leasing Limited

(Name of Subject Company (Issuer) and Filing Person (Offeror))

American Depositary Shares

 (Title of Class of Securities)

34407D109

(CUSIP Number of Class of Securities)

Puglisi & Associates

 850 Library Avenue, Suite 204

Newark, Delaware 19711

 (302) 738-6680

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Persons)

With copies to:

Boris Dolgonos, Esq.
Jones Day

 222 East 41st Street

New York, New York 10017

 (212) 326-3939

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
N/A	N/A

* Pursuant to General Instruction D to Schedule TO, no filing fee is required for communications made before the commencement of a tender offer.

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Fly Leasing Limited, dated November 12, 2015.
99.2	Transcript of applicable portions of Fly’s Third Quarter 2015 Earnings Call dated November 12, 2015.
99.3	Fly Leasing Limited Earnings Presentation, dated November 12, 2015.

Additional Information and Where to Find It

The attached exhibits do not constitute an offer to buy or the solicitation of an offer to sell common shares held in the form of American Depositary Shares of Fly Leasing Limited (“Fly” or the “Company”).  The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that Fly intends to distribute to its shareholders and file with the Securities and Exchange Commission (the “Commission”).  Shareholders and investors should read carefully the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer.  Shareholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Fly intends to file with the Commission at the Commission’s website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.  Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.

EX-99.1

Exhibit 99.1

FLY LEASING REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS
AND ANNOUNCES SHARE REPURCHASE PROGRAM

Dublin, Ireland, November 12, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the third quarter of 2015 and a $100 million share repurchase program.

Third Quarter 2015 Highlights

• Adjusted net income of $32.3 million or $0.78 per share

• Net income of $19.9 million or $0.47 per share

• Invested $214 million in new aircraft

• Completed sales of 15 aircraft

• Executed an agreement to sell 12 older aircraft

Tender Offer and Share Repurchase Program

• $75 million modified Dutch auction tender offer

• $25 million open market repurchase program

• $10 million in additional open market purchases by BBAM shareholders

• These initiatives replace the dividend

“Our third quarter results demonstrate our progress in selling older and underperforming assets, enhancing our fleet metrics and reducing costs,” said Colm Barrington, FLY’s CEO. “Today we announced the next step in FLY’s transformation: a $100 million share repurchase program that will replace our dividend. The tender offer and open market share repurchase announced today will accelerate the return of capital to shareholders and will drive improved return on equity and earnings per share for FLY.”

“We have entered into agreements to sell a total of 57 aircraft with an average age of 13 years,” added Barrington. “Aircraft sales, combined with our purchase of seven newer aircraft, have reduced our average fleet age to seven years at quarter end, a decrease of one year over the prior quarter. We have also improved our cost structure by driving lower annual SG&A and interest expense.”

“Our aircraft sales have generated significant levels of investible cash, enabling us to simultaneously invest in newer, higher yielding aircraft and accelerate the return of capital to our shareholders,” added Barrington. “With our younger fleet, the financial firepower to carry out our growth strategy and our new initiatives, FLY will continue to grow the value of the business for our shareholders.”

Financial Results

FLY is reporting net income of $19.9 million or $0.47 per diluted share for the third quarter of 2015. This compares to net income of $15.4 million or $0.37 per diluted share for the same period in 2014.

Total revenues increased to $106.2 million. Operating lease rental revenue for the third quarter of 2015 was $104.4 million, compared to $98.0 million for the same period in the previous year, an increase of 7%. The increase was driven primarily by recently acquired aircraft and improved utilization. Revenues include $27.7 million of rents from aircraft that are contracted to be sold.

The net loss for the nine month period ended September 30, 2015 was $21.1 million, or $0.53 per share. This compares to net income of $40.6 million, or $0.95 per share, for the same period in 2014. The current year loss reflects a non-cash $65.4 million impairment charge taken in the second quarter. The prior year results included $18.0 million of end of lease income and $18.9 million of gain on sale of aircraft. For the current year, end of lease income was $26.9 million and gain on sale of aircraft totaled $9.1 million.

Adjusted Net Income

Adjusted Net Income for the third quarter of 2015 was $32.3 million, or $0.78 per share, as compared to $22.8 million, or $0.55 per share, for the same period in 2014. For the nine month period ended September 30, 2015, Adjusted Net Income was $68.4 million, or $1.65 per share, as compared to $58.6 million, or 1.42 per share, for the same period in 2014.

Dividend and Share Repurchases

FLY announced today that its Board of Directors approved a $100 million share repurchase plan, including a $75 million modified Dutch auction tender offer, replacing its dividend. The share repurchases will be funded using FLY’s unrestricted cash. The $25 million open market share repurchase plan will be authorized through the end of 2016 and may be suspended or discontinued at any time. BBAM shareholders have informed FLY’s Board that they intend to acquire an additional $10 million of shares in the open market following the tender offer.

Under FLY’s previously authorized share repurchase program, through September 30, 2015, the company repurchased 141,773 shares at an average price of $13.01 per share for a total cost of approximately $1.9 million. Subsequent to quarter end, FLY acquired an additional 279,556 shares through November 11, 2015, for a total aggregate of 421,329 shares and a total cost of $5.5 million.

On October 15, 2015, FLY declared a dividend of $0.25 per share in respect of the third quarter of 2015. This dividend will be paid on November 20, 2015 to shareholders of record on October 30, 2015.

2

Financial Position

At September 30, 2015, FLY’s total assets were $4.0 billion, and include $2.6 billion of flight equipment held for operating lease and $796.1 million of flight equipment held for sale. The aircraft classified as held for sale are subject to sale agreements and are expected to be sold over the next few months.

Total cash at September 30, 2015 was $564.6 million, of which $378.9 million is unrestricted. This compares to total cash of $476.7 million at December 31, 2014, of which $337.6 million was unrestricted. At September 30, 2015, FLY owned 13 unencumbered aircraft with a net book value of $532.2 million, of which two were held for sale with a net book value of $50.2 million. 

Aircraft Portfolio

At September 30, 2015, FLY’s 83 aircraft held for operating lease, shown in the table below, were on lease to 43 lessees in 26 countries. The table does not include 33 aircraft that were held for sale at September 30, 2015 or the two B767 aircraft owned by a joint venture in which FLY has a 57% interest.

Portfolio at	Sep 30, 2015	Dec 31, 2014
Airbus A319	10	18
Airbus A320	14	27
Airbus A321	3	3
Airbus A330	3	4
Airbus A340	3	3
Boeing 737	38	57
Boeing 747	—	1
Boeing 757	9	11
Boeing 767	1	1
Boeing 777	1	1
Boeing 787	1	1
Total	83	127

At September 30, 2015, the average age of FLY’s aircraft held for operating lease, weighted by the net book value of each aircraft, was 7.0 years. The average remaining lease term was 5.9 years, also weighted by net book value. At September 30, 2015, the 83 aircraft were generating annualized rents of approximately $301 million.

Conference Call and Webcast

FLY’s senior management will host a conference call and webcast to discuss these results at 9:00 a.m. U.S. Eastern Time on Thursday, November 12, 2015. Participants should call +1-253-237-1145 (International) or 800-535-7056 (North America) and enter confirmation code 55763805 or ask an operator for the FLY Leasing earnings call. A live webcast of the conference call will be also available in the investor section of FLY’s website at www.flyleasing.com. An archived webcast will be available for one year.

3

Information Regarding the Planned Tender Offer
 
The discussion of the planned tender offer is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any FLY shares. The tender offer described in this press release has not yet commenced, and there can be no assurance that FLY will commence the tender offer on the terms described in this press release or at all. If FLY commences the tender offer, the tender offer will be made solely by an Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Shareholders and investors are urged to read any Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer including the Offer to Purchase, the related Letter of Transmittal and other offer materials and exhibits thereto, as well as any amendments or supplements to the Schedule TO when they become available, because they will contain important information. If FLY commences the tender offer, it will file each of the documents referenced in this paragraph with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or from the information agent engaged by FLY in connection with the tender offer.

About FLY

FLY is a global aircraft leasing company with a fleet of modern, high-demand and fuel-efficient commercial jet aircraft. FLY acquires and leases its aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, financial performance and the planned tender offer and repurchase program. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

# # #

Contact:

Matt Dallas

FLY Leasing Limited

+1 203-769-5916

ir@flyleasing.com

4

FLY Leasing Limited

Consolidated Statements of Income

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three months ended Sep. 30, 2015 (Unaudited)			Three months ended Sep. 30, 2014 (Unaudited)			Nine months ended  Sep. 30, 2015 (Unaudited)			Nine months ended Sep. 30, 2014 (Unaudited)
Revenues
Operating lease rental revenue	$	104,356		$	97,984		$	310,910		$	283,095
End of lease revenue		1,270			14,181			26,882			18,035
Amortization of lease incentives		(6,845	)		(6,149	)		(15,638	)		(13,370	)
Amortization of lease premiums, discounts and other		(461	)		(934	)		(2,047	)		(3,085	)
Operating lease revenue		98,320			105,082			320,107			284,675
Equity earnings from unconsolidated subsidiary		353			364			1,034			2,105
Gain on sale of aircraft		7,188			23			9,085			18,878
Interest and other income		378			74			1,381			718
Total revenues		106,239			105,543			331,607			306,376
Expenses
Depreciation		32,529			43,960			132,265			126,488
Aircraft impairment		—			—			65,398			—
Interest expense		36,195			33,683			112,724			102,127
Net (gain) loss on debt modification and extinguishment		3,206			—			9,375			(3,995	)
Selling, general and administrative		7,795			9,876			26,632			30,820
Ineffective, dedesignated and terminated derivatives		3,190			(149	)		4,682			(117	)
Maintenance and other costs		1,737			680			4,400			4,674
Total expenses		84,652			88,050			355,476			259,997
Net income (loss) before provision for income taxes		21,587			17,493			(23,869	)		46,379
Provision (benefit) for income taxes		1,658			2,132			(2,809	)		5,781
Net income (loss)	$	19,929		$	15,361		$	(21,060	)	$	40,598
Weighted average number of shares
-  Basic		41,462,995			41,432,998			41,451,035			41,395,847
-  Diluted		41,544,423			41,463,474			41,451,035			41,434,681
Earnings per share
-  Basic	$	0.48		$	0.37		$	(0.53	)	$	0.95
-  Diluted	$	0.47		$	0.37		$	(0.53	)	$	0.95
Dividends declared and paid per share	$	0.25		$	0.25		$	0.75		$	0.75

5

FLY Leasing Limited

Consolidated Balance Sheets

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Sep. 30, 2015 (Unaudited)			Dec. 31, 2014 (Audited)
Assets
Cash and cash equivalents	$	378,872		$	337,560
Restricted cash and cash equivalents		185,722			139,139
Rent receivables		2,549			4,887
Investment in unconsolidated subsidiary		7,045			4,002
Flight equipment held for sale, net		796,113			—
Flight equipment held for operating lease, net		2,575,246			3,705,407
Fair market value of derivative assets		—			2,067
Other assets, net		20,867			31,608
Total assets	$	3,966,414		$	4,224,670
Liabilities
Accounts payable and accrued liabilities	$	31,494		$	18,431
Rentals received in advance		16,972			19,751
Payable to related parties		6,620			2,772
Security deposits		55,176			64,058
Maintenance payment liability		254,114			254,514
Unsecured borrowings, net		690,695			689,452
Secured borrowings, net		2,106,679			2,335,328
Deferred tax liability, net		12,510			16,289
Fair market value of derivative liabilities		28,919			23,311
Other liabilities		62,555			41,890
Total liabilities		3,265,734			3,465,796
Shareholders’ equity
Common shares, $0.001 par value, 499,999,900 shares authorized; 41,327,300 and 41,432,998 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		41			41
Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding		—			—
Additional paid in capital		656,864			658,522
Retained earnings		64,409			117,402
Accumulated other comprehensive loss, net		(20,634	)		(17,091	)
Total shareholders’ equity		700,680			758,874
Total liabilities and shareholders’ equity	$	3,966,414		$	4,224,670

6

FLY Leasing Limited 

Consolidated Statements of Cash Flows

(DOLLARS IN THOUSANDS)

	Nine months ended Sep. 30, 2015 (Unaudited)			Nine months ended Sep. 30, 2014 (Unaudited)
Cash Flows from Operating Activities
Net income (loss)	$	(21,060	)	$	40,598
Adjustments to reconcile net income to net cash flows provided by operating activities:
Equity in earnings from unconsolidated subsidiary		(1,034	)		(2,105	)
Gain on sale of aircraft		(9,085	)		(18,878	)
Depreciation		132,265			126,488
Aircraft impairment		65,398			—
Amortization of debt discounts and loan issuance costs		9,080			9,307
Amortization of lease incentives		15,638			13,370
Amortization of lease discounts, premiums and other items		1,800			2,112
Amortization of fair market value adjustments associated with the GAAM acquisition		2,884			4,953
Net (gain) loss on debt modification and extinguishment		7,307			(4,048	)
Share-based compensation		195			(50	)
Unrealized foreign exchange loss on cash balances		119			284
Unrealized foreign exchange gain on debt and other items		(812	)		—
Provision for deferred income taxes		(3,302	)		5,781
Unrealized loss on derivative instruments		3,562			(117	)
Security deposits and maintenance payment liability relieved		(27,118	)		(17,223	)
Distribution from unconsolidated subsidiary		—			5,149
Changes in operating assets and liabilities:
Rent receivables		5,251			(3,494	)
Other assets		1,708			1,549
Payable to related parties		(7,912	)		(4,450	)
Accounts payable and accrued liabilities		11,260			5,084
Rentals received in advance		(2,779	)		1,139
Other liabilities		11,262			6,129
Net cash flows provided by operating activities		194,627			171,578
Cash Flows from Investing Activities
Investment on unconsolidated subsidiary		(2,009	)		—
Distribution from unconsolidated subsidiary		—			1,484
Purchase of flight equipment		(366,772	)		(643,950	)
Proceeds from sale of aircraft, net		527,898			88,617
Payment for aircraft improvement		(7,495	)		(8,698	)
Payments for maintenance		(16,653	)		(4,034	)
Net cash flows provided by (used in) investing activities		134,969			(566,581	)

7

	Nine months ended			Nine months ended
	Sep. 30, 2015 (Unaudited)			Sep. 30, 2014 (Unaudited)
Cash Flows from Financing Activities
Restricted cash and cash equivalents		(46,583	)		43,292
Security deposits received		7,882			10,558
Security deposits returned		(7,448	)		(2,578	)
Maintenance payment liability receipts		63,865			68,203
Maintenance payment liability disbursements		(33,901	)		(44,413	)
Proceeds from termination of interest rate swaps		23			—
Debt issuance costs		(917	)		(1,390	)
Proceeds from secured borrowings		147,276			165,942
Repayment of secured borrowings		(384,576	)		(135,264	)
Shares repurchased		(1,853	)		—
Dividends		(31,084	)		(31,034	)
Dividend equivalents		(849	)		(1,235	)
Net cash flows provided by (used in) financing activities		(288,165	)		72,081
Effect of exchange rate changes on cash and cash equivalents		(119	)		(284	)
Net increase (decrease) in cash		41,312			(323,206	)
Cash at beginning of period		337,560			404,472
Cash at end of period	$	378,872		$	81,266
Supplemental Disclosure:
Cash paid during the period for:
Interest	$	91,408		$	83,833
Taxes		157			156
Noncash Activities:
Security deposits applied to maintenance payment liability and rent receivables		3,292			1,598
Maintenance payment liability applied to rent receivables		2,523			—
Other liabilities applied to maintenance payment liability and rent receivables		240			979
Noncash investing activities:
Aircraft improvement		1,693			3,035
Noncash activities in connection with purchase of aircraft		20,344			26,002
Noncash activities in connection with sale of aircraft		36,595			12,479

8

FLY Leasing Limited

Reconciliation of Non-GAAP Measures 

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three months ended Sep. 30, 2015 (Unaudited)				Three months ended Sep. 30, 2014 (Unaudited)				Nine months ended Sep. 30, 2015 (Unaudited)				Nine months ended Sep. 30, 2014 (Unaudited)
Net income (loss)		$	19,929			$	15,361			$	(21,060	)		$	40,598
Adjustments:
Aircraft impairment			—				—				65,398				—
Amortization of debt discounts and loan issue costs			3,123				3,068				9,080				9,307
Amortization of lease premiums, discounts and other			479				707				1,800				2,112
Amortization of fair value adjustments recorded in purchase accounting			748				1,422				2,884				4,953
Net (gain) loss on debt modification and extinguishment			3,206				—				9,375				(3,995	)
Non-cash share based compensation			—				(14	)			195				(50	)
Unrealized foreign exchange (gain) loss			67				304				(693	)			284
Deferred income taxes			1,513				2,059				(3,302	)			5,542
Ineffective, dedesignated and terminated derivatives			3,190				(149	)			4,682				(117	)
Adjusted Net Income		$	32,255			$	22,758			$	68,359			$	58,634
Average Shareholders’ Equity		$	699,530			$	752,107			$	729,777			$	753,491
Adjusted Return on Equity			18.4	%			12.1	%			12.5	%			10.4	%
Weighted average diluted shares outstanding			41,544,423				41,463,474				41,451,035				41,434,681
Adjusted Net Income per share		$	0.78			$	0.55			$	1.65			$	1.42

FLY defines Adjusted Net Income as net income plus or minus (i) non-cash impairment charges; (ii) non-cash amortization of debt discounts, loan issuance costs, lease premiums and discounts, and other items; (iii) adjustments related to the GAAM portfolio acquisition comprised primarily of amortization of fair value adjustments recorded in purchase accounting; (iv) gain and losses from debt modification and extinguishment; (v) non-cash share-based compensation; (vi) unrealized foreign exchange gains and losses; (vii) deferred income taxes; and (viii) the ineffective portion and charges associated with cash flow hedges. Adjusted return on equity is calculated by dividing Adjusted Net Income by the average shareholders’ equity for the periods presented. For periods of less than one year, the resulting return is annualized.

FLY uses Adjusted Net Income and Adjusted Return on Equity to assess our core operating performance on a consistent basis from period to period. In addition, Adjusted Net Income and Adjusted Return on Equity help us compare our performance to our competitors. These measures should be considered in addition to, not as a substitute for net income or other financial measure determined in accordance with Accounting Principles Generally Accepted in the United States. FLY’s definitions may be different than those used by other companies.

9

EX-99.2

Exhibit 99.2

The following are excerpts from the transcript of the third quarter 2015 earnings conference call, held Thursday, November 12, 2015 at 9:00 AM ET:

* * *

Steve Zissis - FLY Leasing, Ltd. - President & CEO of BBAM, LLC:

* * *

We are announcing today our intention to replace the dividend with an accelerated return of capital through a $100-million share repurchase program. This program is intended to enhance FLY's long-term prospects, while immediately boosting the net book value and earnings per share. I'm also pleased to report that BBAM shareholders have informed FLY that they intend to invest a further $10 million into FLY's stock to further align interest to FLY and BBAM, and underscore the value in FLY's shares. It's important to note that FLY's strong liquidity position, even with the $100-million share repurchase program, FLY still have adequate resources to acquire an additional $2 billion of aircraft.

* * *

I'd now like to hand the call over to Colm to go through our third-quarter activities, and the details of the $100-million share repurchase program.

* * *

Colm Barrington - FLY Leasing, Ltd. - CEO:

* * *

FLY has the resources to continue to execute its growth plan, and to accelerate the return of capital with shareholders through today's announced $100-million share repurchase plan.

* * *

Finally, today we are announcing that our Board has approved a $100-million share repurchase program to replace our dividend. This new and significant repurchase program, which will be launched next week, will involve a $75-million modified Dutch tender offer, and a $25-million, open-market share repurchase program. These programs will replace both FLY's previously announced share repurchase program, under which we have spent the $5.5 million referred to earlier, and our current dividend.

Since FLY's IPO in 2007, we have returned cash to shareholders in a systematic manner. We have paid regular dividends, and have, from time to time, repurchased shares in the open market or through privately negotiated transactions. As we look forward and make every effort to increase the value of the business, we have decided to suspend the dividend and instead accelerate the return of capital to our shareholders through a large share repurchase program. The total repurchase program announced today is equal to 2.4 times the annual dividend amount.

This decision has been taken with the single purpose of driving EPS and ROE higher, on the premise that this will be reflected in the share price. Despite having monetized more than 45% of the Company's fleet at a premium to book value, our shares continue to trade at a discount to book value. We see significant value in our shares, and will continue to explore every possible strategy for creating long-term value for our shareholders.

I would like to stress that the change in dividend policy and the share repurchase program announced today does not constitute a change in the Company's strategy. We are first and foremost an aircraft leasing Company, and the growth of the Company's ROE and profitability will be primarily driven by the acquisition of attractive aircraft. With more than $1 billion in cash and unencumbered aircraft projected at the end of the calendar year, FLY still has ample capacity to acquire more than $2 billion worth of aircraft, in addition to the share repurchase program announced today.

As already discussed, we have driven down the SG&A of the business, reduced our funding costs, sold older and under-performing aircraft, and acquired higher-margin aircraft all in the last year. Again, the change in capital allocation does not constitute a change in strategy, but is instead a supplemental initiative to further grow the earnings of the business on a per-share basis.

As mentioned by Steve, BBAM shareholders have informed our Board that they will purchase an additional $10 million of FLY shares over the coming months. This is a further endorsement of the value in FLY's shares, and is a further alignment of the interest of FLY and BBAM.

The repurchase of a significant number of shares will be immediately accretive to both EPS and shareholders’ equity per share. This slide reflects what our Q3 EPS and shareholders’ equity would have been if we had repurchased $100 million of shares on July 1 at yesterday's closing price -- closing share price. As we grow EPS and shareholders’ equity, the impact of the share repurchases will be even greater.

FLY has paid a total of $8.12 per share in dividends since we launched the Company on the New York Stock Exchange in 2007. We have not taken lightly the decision to replace the dividend with these other initiatives. We believe that FLY and its shareholders will be better served by this large return of capital, and the improved EPS ROE and book value per share.

* * *

Colm Barrington - FLY Leasing, Ltd. - CEO: As you will have seen from our presentation this morning, we continue to focus on making further improvements to FLY's earnings, returns, and shareholder value. These measures, specifically our sales of older aircraft and the resulting generation of liquidity, our re-investment in new aircraft, and the significant return of capital to shareholders through the share repurchase programs announced today, are a continuation of the strategy we have been pursuing at FLY for the past two years. We expect this strategy to add further to shareholder value. With that, we are now ready to take your questions.

QUESTIONS AND ANSWERS

* * *

Helane Becker - Cowen and Company - Analyst: Colm, you really loved your dividend, and that was a big part of all of your presentations. I'm just wondering, the change in the way you're going to allocate capital, is that from shareholders who would prefer a share repurchase program to a dividend, or how should we really think about that? Because one of the comments in your press release is that you may or may not complete the program by the end of next year. Do you know what I mean?

Wesley Dick - FLY Leasing, Ltd. - SVP of BBAM, LLC: Helane this is Wes. Let me jump in. I think that standard legal disclosure -- we have full intentions to execute on the full $100-million program, split $75 million into the modified Dutch tender and $25 million in the follow-on open-market repurchases.

Helane Becker - Cowen and Company - Analyst: Okay, so should we think about it as shareholders who are really preferring the share repurchase, is that it?

Wesley Dick - FLY Leasing, Ltd. - SVP of BBAM, LLC: I'm not sure we're necessarily thinking about who has a preference for which form of return of capital. What we're very much aware of is the sector being traded on largely on an earnings basis; that we pulled almost every lever that we can in the business in order to drive EPS higher and drive ROE higher; and that this is a continuation of us making every effort to do that. When we see our shares trading at such a substantial discount to book value, after having monetized such a large percentage of them at or above book value, we see tremendous value in our shares, and we see -- even as importantly, we see the per-share metrics going forward as we deploy the rest of our capital only being expanded by pursuing the strategy.

Helane Becker - Cowen and Company - Analyst: Got you, okay. My other question is on the BBAM shares that you guys are buying, is that new shares or existing shares?

Steve Zissis - FLY Leasing, Ltd. - President & CEO of BBAM, LLC: Helane, as I think you know, the BBAM ownership group is I think FLY's combined largest shareholder currently, and this will be an expansion. I think today we own about 8% of the business -- BBAM shareholders do. Pro forma for the completion of the tender offers, we'll be well into the double digits in terms of percentage ownership. We will grow both in nominal dollars and in percentage ownership will only grow that position by acquiring another $10 million in open-market purchases.

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Gary Liebowitz - Wells Fargo Securities, LLC - Analyst: Okay, and then one the buy-back, two related questions. One, was there any consideration given to maintaining a small token dividend as a third investors can remain in the stock?

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The follow-up would be when do we see the terms of the Dutch tender?

Colm Barrington - FLY Leasing, Ltd. - CEO: Yes, on the latter question, you'll see the terms early next week. We are working on legal documents now. On the first question of whether to pay a nominal dividend or no dividend, that is a question we spent a lot of time researching and discussing with our advisors before we made a decision. I think really the view here is that as opposed to making a token gesture that we really wanted to put every cent we could forward on a share re-purchase program, because we see an overwhelmingly larger amount of value delivered to our shareholders with that strategy relative to a dividend. That's the way we went.

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Nathan Hong - Morgan Stanley - Analyst: Hi, thanks for taking the question. I have a few follow-ups here. I know the buy-backs pushes forward the return of cash to shareholders, but wondering if you can offer your thoughts on whether or not FLY may eventually bring back a dividend in the future? I guess just general thoughts where you stand on capital returns after these buy-backs are executed?

Colm Barrington - FLY Leasing, Ltd. - CEO: Nathan, this is a pretty significant move we are announcing today, so that's going to take us through the next quarter or two. Certainly, dividends are not off the table, and we'll continue to review dividends and other initiatives for returning capital to shareholders; but let's proceed with this one for the time being.

Nathan Hong - Morgan Stanley - Analyst: Okay, got it. That's helpful. Maybe a question for Steve. Wondering if you could give us updated thoughts on the BBAM and FLY relationship, considering that the BBAM stake will eventually move up higher here. It there a potential that one day BBAM might purchase all of FLY, or is that something that's not part of the strategy?

Steve Zissis - FLY Leasing, Ltd. - President & CEO of BBAM, LLC: No, look, our strategy is to enhance shareholders value here. If at the end of the day it entails selling a major part of the portfolio or all of FLY, that's something we will consider. Obviously, FLY is an important aspect of BBAM's business. BBAM and its shareholders of BBAM have a large equity stake in FLY. As Wes had indicated earlier, that stake is going to grow over 10%. As long as the shares are trading what we believe is fair value, you could expect BBAM to acquire more.

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Bill Mastoris - Robert W. Baird & Company, Inc. - Analyst: Thank you. Steve, acknowledging that you had a $100-million share repurchase program, and obviously the whole notion of maybe accelerating maybe some of your investments -- or I shouldn't say accelerating, but back-end loading your $750-million annual investment goal towards the tail end of 2016 -- how should we be thinking about leverage here over the next several quarters? Are we still going to grow in the 3 to 4 times range, or is that going to come down dramatically?

Wesley Dick - FLY Leasing, Ltd. - SVP of BBAM, LLC: This is Wes. I think it's a couple of things to say here. First, in terms of just giving you a long-run view about the level of leverage we're comfortable with, we continue to believe that somewhere between three and four times net debt to equity is the right long-term place for the business to be levered. We will end the year significantly below that, because a large amount of cash on the balance sheet that's arisen from the aircraft sales. We'll see a little pop-up in leverage as part of the $100-million share repurchase program, but really over the long term, depending on how much capital after this $100 million we continue to return to shareholders, we should see that leverage come down.

* * *

Information Regarding the Planned Tender Offer

The discussion of the planned tender offer is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any FLY shares. The tender offer described in this communication has not yet commenced, and there can be no assurance that FLY will commence the tender offer on the terms described in this communication or at all. If FLY commences the tender offer, the tender offer will be made solely by an Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Shareholders and investors are urged to read any Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer including the Offer to Purchase, the related Letter of Transmittal and other offer materials and exhibits thereto, as well as any amendments or supplements to the Schedule TO when they become available, because they will contain important information. If FLY commences the tender offer, it will file each of the documents referenced in this paragraph with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or from the information agent engaged by FLY in connection with the tender offer.

About FLY

FLY is a global aircraft leasing company with a fleet of modern, high-demand and fuel-efficient commercial jet aircraft. FLY acquires and leases its aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, financial performance and the planned tender offer and repurchase program. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

EX-99.3

Exhibit 99.3

THIRD QUARTER EARNINGS CALL NOVEMBER 2015 

 PAGE 1 DISCLAIMERS Forward-LookingStatements 

Forward-Looking Statements

This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business and financial performance and the planned tender offer and repurchase program. Forward- looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks. Further information on the factors and risks that may affect FLY’s business is included in filings FLY makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 20-F and its Reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

Information Regarding the Planned Tender Offer

The discussion of the planned tender offer is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any FLY shares. The tender offer described in this press release has not yet commenced, and there can be no assurance that FLY will commence the tender offer on the terms described in this press release or at all. If FLY commences the tender offer, the tender offer will be made solely by an Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Shareholders and investors are urged to read any Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer including the Offer to Purchase, the related Letter of Transmittal and other offer materials and exhibits thereto, as well as any amendments or supplements to the Schedule TO when they become available, because they will contain important information. If FLY commences the tender offer, it will file each of the documents referenced in this paragraph with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or from the information agent engaged by FLY in connection with the tender offer. 

 PAGE 2 Improving ROE Aggressively Repurchasing Shares Reducing SG&A Actively Managing Liabilities Reinvesting in Higher Yielding Assets Selling Under-Performing Assets DRIVERS OF IMPROVING ROE Selling 57aircraft –average age of 13 years Lowered cost of secured debt by 32 basis points in 12 months through Q3 2015 Reduced Adjusted SG&A by 19% in 12 months through Q3 20153 Acquired 31 aircraft for $1.5b with average age of two years since January 20141,2 (1) Weighted by net book value. (2) As of November 11, 2015. (3) Adjusted SG&A is a non-GAAP measure. See Appendix. $100m shares repurchase program 

 PAGE 3 THIRD QUARTER 2015 HIGHLIGHTS Adjusted net income of $32.3m, or $0.78 per share1 Net Income of $19.9m, or $0.47 per share Invested $214m in new aircraft Completed sales of 15 aircraft Executed an agreement to sell 12 older aircraft Initiated share repurchase program Purchased 421,329 shares for an average price of $13.08 / shares –a 23% discount to book value2 (1) Adjusted net income is a non-GAAP measure. See Appendix. (2) As of November 11, 2015. Book value at September 30, 2015 was $16.95 / share 

 PAGE 4 ACCELERATES RETURN OF CAPITAL TO SHAREHOLDERS • $100m stock repurchase program approved by Board • $75m Modified Dutch Tender Offer • $25m Open Market Repurchase Program • Replaces dividend and accelerates return of capital (2.4x annual dividend) • Creates significant value given discount to book • BBAM shareholders have informed the Board that they intend to acquire $10m in shares via open market purchases following the Tender • Further aligns interest of FLY and BBAM • Underscores value in FLY shares 

 PAGE 5 SHARE REPURCHASES ARE ACCRETIVE Pro Forma EPS1 Pro Forma Book Value / Share1 $16.95 $17.81 Q3 2015 Book Value / Share Q3 2015 Pro forma for$100m Share Repurchase 5% $0.47 $0.58 Q3 2015 Actual Q3 2015 Pro forma for$100m Share Repurchase 23% (1) See Appendix. 

 FINANCIAL OVERVIEW 

 PAGE 7 $ in millions Q3 2015 Q3 2014 YTD 2015 YTD 2014 Operating Lease RentalRevenue $104.4 $98.0 $310.9 $283.1 Endof Lease Income 1.3 14.2 26.9 18.0 Amortization of Lease Incentives (6.8) (6.1) (15.6) (13.4) Other (0.5) (0.9) (2.0) (3.1) OperatingLease Revenue $98.3 $105.1 $320.1 $284.7 Equity Earnings from Unconsolidated Subsidiary 0.4 0.4 1.0 2.1 Gain on Saleof Aircraft 7.2 – 9.1 18.9 Interestand Other Income 0.4 0.1 1.4 0.7 Total Revenues $106.2 $105.5 $331.6 $306.4 THIRD QUARTER REVENUE COMPARISON Note: Sums may not foot due to rounding. 

 PAGE 8 2015 AIRCRAFT DISPOSITION SUMMARY # of Aircraft Sold Announced 1H 2015 Q3 2015 Q4 to Date1 Total1 Remaining B757Sales 8 – 2 2 4 4 June Sale 33 – 12 7 19 14 Sept.Sale 12 – – – – 12 Others 4 3 1 – 4 – Total 57 3 15 9 27 30 (1) As of November 11, 2015. Market for midlife assets remains active 

 PAGE 9 ECONOMIC UPDATE ON PORTFOLIO SALES Note: Sums may not foot due to rounding. (1) Assumes all aircraft transfer by December 31, 2015. Subject to change based on actual aircraft transfer dates. (2) Rental revenue less servicing fees and associated interest expense. September Sale—12 Aircraft June Sale—33 Aircraft $ in millions Guidanceat Announcement Current Forecast1 Variance Gain on sale of aircraft $12.0 $9.5 ($2.5) Debtextinguishment costs (2.5) (2.4) 0.1 Pre-taxmargin from aircraft2 – 2.7 2.7 Pre-tax impactto income $9.5 $9.7 $0.3 $ in millions Guidanceat Announcement Actual Q3 2015 Current Forecast1 Revised Guidance Variance Gain on sale of aircraft $35.4 $7.9 $11.7 $19.6 ($15.8) Debtextinguishment costs (12.6) (1.8) (8.8) (10.6) 2.0 Pre-tax margin from aircraft2 – 16.7 4.6 21.3 21.3 Pre-taximpactto income $22.7 $22.8 $7.4 $30.2 $7.5 

 PAGE 10 $ in millions Q3 2015 Q3 2014 YTD 2015 YTD 2014 Depreciation $32.5 $44.0 $132.3 $126.5 Interest Expense 36.2 33.7 112.7 102.1 Selling,General and Administrative 7.8 9.9 26.6 30.8 Maintenanceand Other Costs 1.7 0.7 4.4 4.7 Sub Total 78.2 88.3 276.0 264.1 Loss (Gain)on Ineffective,Dedesignated, and Terminated Derivatives 3.2 (0.1) 4.7 (0.1) Loss (Gain)on Debt Modification and Extinguishment 3.2 – 9.4 (4.0) Aircraft Impairment – – 65.4 – Total Expenses $84.7 $88.1 $355.5 $260.0 THIRD QUARTER EXPENSE COMPARISON Note: Sums may not foot due to rounding. 

 PAGE 11 (1) No depreciation on aircraft held for sale. Guidance Item Guidance($ in millions) OperatingLease Rental Revenue 86-88 Lease Incentives and Other (4 –5) Gain on Sale 20+ End of Lease Income 20+ Depreciation1 30 –32 Interest Expense 32 –34 Net Losson Debt Modification and Extinguishment 12 –14 Maintenance and Other Costs 3 –4 SELECT Q4 2015 FINANCIAL GUIDANCE 

 APPENDIX 

 PAGE 13 Capital Structure (1) Represents the contractual interest rates and effect of derivative instruments and excludes the amortization of debt discounts and debt issuance costs. (2) In April 2015, FLY re-priced its 2012 Term Loan reducing the margin by 0.75% and the LIBOR floor by 0.25%. (3) The facility was terminated in March 2015. (4) Represents the ratio of total debt, less unrestricted cash and cash equivalents, divided by shareholders’ equity. CAPITAL STRUCTURE & LIQUIDITY SUMMARY FLY has $532m of unencumbered assets, which includes two aircraft held for sale at $50m ($ in millions)9/30/201512/31/2014Unrestricted cash and cash equivalents$379$338Restricted cash available to purchase aircraft 41 - DebtO / SRate1O / SRate1MaturitySecuritization$4313.18%$5463.04%20332012 Term Loan2 434 4.39% 452 5.19%2019Nord LB Facility 376 4.15% 416 4.15%2018CBA Debt 91 5.01% 115 4.63%2018-2020Bank Debt Facilities 807 3.74% 723 3.89%2015-2027Aircraft Acquisition Facility3 - - 122 4.15%- Unamortized Discounts (32) (39)Total Secured Debt$2,1073.88%$2,3354.04%2020 Notes 375 6.75% 375 6.75%20202021 Notes 325 6.38% 325 6.38%2021Unamortized Discounts (9) (11)Total Unsecured Debt$6916.58%$6896.58%Total Debt 2,798 4.55% 3,024 4.61%Shareholders' Equity 701 759 Total Capitalization$3,499$3,783Net Debt to Equity43.5x3.5xSecured Debt to Total Debt75%77%Total Debt to Total Capitalization80%80% 

 PAGE 14 (1) Percentages have been annualized. ADJUSTED NET INCOME & ADJUSTED ROE 10.4% 12.5% YTD 2014 YTD 2015 20% $ in thousandsQ3 2015Q3 2014YTD 2015YTD 2014Net Income (Loss)19,929 15,361 (21,060) 40,598 Plus:Aircraft impairment- - 65,398 - Amortization of debt discounts and loan issuance costs3,123 3,068 9,080 9,307 Amortization of lease discounts, premiums and other items479 707 1,800 2,112 Amortization of GAAM acquisition date fair market value adjustments 748 1,422 2,884 4,953 Loss (gain) loss on debt modification and extinguishment3,206 - 9,375 (3,995) Share-based compensation (benefit) expense- (14) 195 (50) Unrealized foreign exchange (gain) loss67 304 (693) 284 Deferred income tax (benefit) expense1,513 2,059 (3,302) 5,542 Loss (Gain) on ineffective, dedesignated and terminated derivatives3,190 (149) 4,682 (117) Adjusted Net Income32,255 22,758 68,359 58,634 Average Shareholders' Equity699,530 752,107 729,777 753,491 Adjusted ROE118.4%12.1%12.5%10.4% 

 PAGE 15 ADJUSTED SG&A $ in thousandsQ3 2015Q3 2014Selling, General & Administrative7,795 9,876 Less:Share-Based Compensation- (14) Withholding Taxes Paid- 41 Foreign Exchange Loss15 391 Adjusted Selling, General & Administrative7,780 9,458 Total Revenue106,239 105,543 Adjusted SG&A as a % of Total Revenue7.3%9.0% 

 PAGE 16 PRO FORMA EPS & BOOK VALUE $ in thousands except share dataValue of proposed tender$100,000Closing share price on November 11, 2015$13.15# of shares assumed repurchased on July 1, 20157,604,563Sep 30, 2015Pro forma for $100m Share RepurchaseNet Income19,92919,929Less: Dividends paid to vested RSUs and SARs(205) (205) Net Income Available to Shareholders19,72419,724Weighted Average Shares Diluted41,544,42333,939,860EPS - Diluted$0.47$0.58$ in thousands, except share dataSep 30, 2015Pro forma for $100m Share RepurchaseTotal shareholders' equity$700,680$700,680Share buyback(100,000) Pro forma shareholders' equity600,680Shares outstanding at 9/30/1541,327,30041,327,300Shares assumed repurchased at $13.15(7,604,563) Pro forma shares outstanding33,722,737Book Value per share$16.95$17.81 Pro Forma Book Value Pro Forma EPS