SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

 (Amendment No. 1)

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**
$75,000,000	$7,552.50

* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase common shares, $0.001 par value, held in the form of American Depositary Shares, for an aggregate purchase price of up to $75,000,000.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2016, equals $100.70 per million dollars of the value of the transaction.

x 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:	$7,552.50	Filing Party:	Fly Leasing Limited
Form or Registration No.:	Schedule TO	Date Filed:	November 17, 2015

o 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:

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

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

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

o 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: ☐

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Fly Leasing Limited, a Bermuda exempted company (the “Company”) on November 17, 2015 (as amended, the “Schedule TO”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to purchase for cash its common shares, $0.001 par value per share, held in the form of American Depositary Shares (the “Shares”), having an aggregate purchase price of up to $75,000,000, pursuant to (i) auction tenders at prices specified by the tendering shareholder of not less than $12.70 and not greater than $14.25 per Share or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes, less a cancellation fee of $0.03 per Share accepted for purchase in the offer that will be paid to Deutsche Bank Trust Company Americas, the Company’s depositary, and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 17, 2015, and in the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO and the Offer remains unchanged. This Amendment should be read in conjunction with the Schedule TO and the Offer.

ITEM 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(E)	Fly Leasing Limited Investor Presentation, dated December 3, 2015.
(a)(5)(F)	Fly Leasing Limited Investor Presentation, dated December 3, 2015.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FLY LEASING LIMITED
By:	/s/ Gary Dales
	Name: Gary Dales
	Title: Chief Financial Officer

Date: December 3, 2015

2

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated November 17, 2015.*
(a)(1)(B)	Letter of Transmittal (including IRS Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Form of Summary Advertisement.*
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated November 12, 2015 (furnished as Exhibit 99.1 to the Company’s Current Report on Form 6-K dated November 12, 2015 and incorporated herein by reference).
(a)(5)(B)	Transcript of applicable portions of the Company’s Third Quarter 2015 Earnings Call dated November 12, 2015 (incorporated by reference to Exhibit 99.2 to the Company’s Schedule TO-C filed on November 13, 2015 (File No. 005-83186)).
(a)(5)(C)	Fly Leasing Limited Earnings Presentation, dated November 12, 2015 (incorporated by reference to Exhibit 99.3 to the Company’s Schedule TO-C filed on November 13, 2015 (File No. 005-83186)).
(a)(5)(D)	Press Release dated November 17, 2015.*
(a)(5)(E)	Fly Leasing Limited Investor Presentation, dated December 3, 2015.**
(a)(5)(F)	Fly Leasing Limited Investor Presentation, dated December 3, 2015.**
(b)	Not applicable.
(d)(1)	Deposit Agreement between Deutsche Bank Trust Company Americas and Babcock & Brown Air Limited (filed as Exhibit 4.2 to the Company’s Registration Statement on Form F-1 filed on September 12, 2007 (File No. 333-145994) and incorporated herein by reference).
(d)(2)	Trust Indenture, dated as of October 2, 2007, among Deutsche Bank Trust Company Americas, BNP Paribas, AMBAC Assurance Corporation and Babcock & Brown Air Funding I Limited (filed as Exhibit 10.9 to the Company’s Registration Statement on Form F-1 filed on September 12, 2007 (File No. 333-145994) and incorporated herein by reference).

3

Exhibit Number	Description
(d)(3)	Registration Rights Agreement dated as of December 28, 2012, by and among Fly Leasing Limited and each shareholder identified therein (filed as Exhibit 4.19 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012 and incorporated herein by reference).
(d)(4)	Indenture dated December 11, 2013 between Fly Leasing Limited and Wells Fargo Bank, National Association (filed as Exhibit 4.1 to the Company’s Current Report on Form 6-K dated December 11, 2013 and incorporated herein by reference).
(d)(5)	First Supplemental Indenture dated December 11, 2013 between Fly Leasing Limited and Wells Fargo Bank, Nation Association (filed as Exhibit 4.2 to the Company’s Current Report on Form 6-K dated December 11, 2013 and incorporated herein by reference).
(d)(6)	Second Supplemental Indenture dated as of October 3, 2014, between Fly Leasing Limited and Wells Fargo Bank, National Association (filed as Exhibit 4.1 to the Company’s Current Report on Form 6-K dated October 3, 2014 and incorporated herein by reference).
(d)(7)	Amendment No. 1 to Trust Indenture, dated as of October 24, 2014, by and among Babcock & Brown Air Funding I Limited, Deutsche Bank Trust Company Americas, BNP Paribas and AMBAC Assurance Corporation (filed as Exhibit 4.23 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated herein by reference).
(d)(8)	Form of Director Service Agreement between Babcock & Brown Air Limited and each director thereof (filed as Exhibit 10.12 to the Company’s Registration Statement on Form F-1 filed on September 12, 2007 (File No. 333-145994) and incorporated herein by reference).
(d)(9)	Fly Leasing Limited 2010 Omnibus Incentive Plan (filed as Exhibit 4.5 to the Company’s Current Report on Form 6-K dated May 7, 2010 and incorporated herein by reference).
(d)(10)	Form of Stock Appreciation Right Award Agreement Plan (filed as Exhibit 4.6 to the Company’s Current Report on Form 6-K dated May 7, 2010 and incorporated herein by reference).
(d)(11)	Form of Restricted Stock Unit Award Agreement (filed as Exhibit 4.7 to the Company’s Current Report on Form 6-K dated May 7, 2010 and incorporated herein by reference).
(d)(12)	Amended and Restated Fly Leasing Limited Management Agreement dated as of December 28, 2012, between Fly Leasing Limited and Fly Leasing Management Co. Limited (filed as Exhibit 4.18 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012 and incorporated herein by reference).
(d)(13)	First Amendment to Amended and Restated Fly Leasing Limited Management Agreement, dated June 19, 2015, between Fly Leasing Limited and Fly Leasing Management Co. Limited (filed as Exhibit 4.2 to the Company’s Current Report on Form 6-K dated August 5, 2015 and incorporated herein by reference).
(g)	Not applicable.
(h)	Not applicable.

* Previously filed on Schedule TO. 

** Filed herewith.

4

EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

FLY LEASING DECEMBER 2015

PAGE 1 DISCLAIMERS 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 Tender Offer The discussion of the tender offer in this presentation 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 is made solely by an Offer to Purchase and the related Letter of Transmittal, each dated November 17, 2015, as they may be amended or supplemented. Shareholders and investors are urged to read the Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) on November 17, 2015 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, which contain important information. Investors may obtain these documents 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 Buying Younger Aircraft $628m acquired in 2015 YTD 77 aircraft – $2.5b Book Value1 Leased to 42 airlines in 26 countries1 Decreasing Cost of Debt Focus on liability management Managed by Industry Leader BBAM manages 400+ aircraft, established in 1989 Insider Ownership is Growing Own $45m and announced intent to buy $10m more 6.8 Year Average Age1,2 6.1 years average remaining lease term1,2 FLY AT A GLANCE Decreasing SG&A Recent reduction in annual management fee Selling Older Aircraft Selling 57 older, less profitable aircraft to improve ROE1 Note: Fleet metrics as of September 30, 2015. (1)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. (2)Weighted by net book value as of September 30, 2015.

PAGE 3 (1)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. (2)All Next Generation except for one B737-300 freighter. (3)As of September 30, 2015. PRO FORMA1 Aircraft Type # of Aircraft % of NBV3 A320 Family 27 26% A330 3 10% A340 3 6% B737 Family2 38 46% B757/767/777F 5 9% B787 1 3% Total 77 100%

PAGE 4 Note: As of September 30, 2015. (1)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. (2)1% in Russia. (3)9% in China. DIVERSIFIED GROUP OF GLOBAL LESSEES 33% 11% 7% 39% 9% 1% EuropeNorth AmericaMexico, Central & South AmericaAsia & South PacificMiddle East & AfricaOff-LeaseLessee Country % of NBV1 Philippines 12% Ethiopia 7% UK 6% India 5% Germany 4% Thailand 4% Chile 4% China 3% USA 3% Turkey 3% Top 10 Lessees 51%

PAGE 5 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 57 aircraft – 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 32 aircraft for $1.6b with average age of two years since January 20141,2 (1)Weighted by net book value. (2)As of November 30, 2015. (3)Adjusted SG&A is a non-GAAP measure. See Appendix. Recently announced $100m share repurchase program

PAGE 6 ACCELERATES RETURN OF CAPITAL TO SHAREHOLDERS •$100m stock repurchase program recently approved by Board •$75m Modified Dutch Auction 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 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 7 SHARE REPURCHASES ARE ACCRETIVE Pro Forma EPS1 Pro Forma Book Value / Share1 $16.95 $17.81 Q3 2015 Book Value / ShareQ3 2015 Pro forma for$100m Share Repurchase5% $0.47 $0.58 Q3 2015 ActualQ3 2015 Pro forma for$100m Share Repurchase23% (1)See Appendix for calculations.

PAGE 8 UPDATE ON AIRCRAFT SALES 2013 2014 Sold / Contracted to Sell 2015 Aircraft Sold 10 8 57 Average Age 14 yrs 13 yrs 13 yrs

PAGE 9 •$628m of acquisitions completed YTD •Ample liquidity: •Over $900m cash to invest in younger aircraft •Attractive financing available •Acquisitions immediately accretive to bottom line 2013 2014 Acquired / Identified 2015 Aircraft Acquired 14 22 10 Average Age in Years1 2 3 2 Total Acquisition Costs $642m $952m $628m

PAGE 10 Q3 2014Q3 2015Pro FormaAverage Fleet Age1 Average Remaining Lease Term1 Q3 2014Q3 2015Pro Forma(1)Weighted by net book value of flight equipment held for operating lease, net. (2)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. 2 ENHANCING PORTFOLIO METRICS 7.0 yrs 6.8 yrs 5.9 yrs 6.1 yrs 8.2 yrs 4.9 yrs 2

PAGE 11 Cost of Secured Debt1 (1)Represents the contractual interest rates and effect of derivative instruments and excludes the amortization of debt discounts and debt issuance costs. See Capital Structure & Liquidity Summary in the Appendix. 5.12% 4.67% 4.26% 4.04% 3.88% FY 2011FY 2012FY 2013FY 2014Q3 2015ACTIVELY MANAGING LIABILITIES AND EXPENSES 2015 Milestones •Reduced cost of secured debt by 32 bps in last twelve months through Q3 2015 •Re-priced Term Loan, saving $4m annual interest expense •Closed high-cost legacy acquisition facility

PAGE 12 9.0% 7.3% Q3 2014Q3 2015Adjusted SG&A1 as a % of Total Revenue (1)Non-GAAP measure. See Appendix. SG&A AS A % OF REVENUE CONTINUES TO DECLINE $5m annual management fee reduction providing operating leverage 19%

PAGE 13 Sales of older, less profitable aircraft generating significant cash Investment in newer aircraft accretive to revenue and bottom line Portfolio metrics improving from fleet rejuvenation Strategic approach to liability and cost management reducing costs Focus on creating value for stakeholders MAJOR TRANSFORMATION UNDERWAY

APPENDIX

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 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 17 PRO FORMA EPS & BOOK VALUE $ in thousands except share data Value of proposed tender $100,000 Closing share price on November 11, 2015 $13.15 # of shares assumed repurchased on July 1, 2015 7,604,563 Sep 30, 2015 Pro forma for $100m Share Repurchase Net Income 19,929 19,929 Less: Dividends paid to vested RSUs and SARs (205) (205) Net Income Available to Shareholders 19,724 19,724 Weighted Average Shares Diluted 41,544,423 33,939,860 EPS - Diluted $0.47 $0.58 $ in thousands, except share data Sep 30, 2015 Pro forma for $100m Share Repurchase Total shareholders' equity $700,680 $700,680 Share buyback (100,000) Pro forma shareholders' equity 600,680 Shares outstanding at 9/30/15 41,327,300 41,327,300 Shares assumed repurchased at $13.15 (7,604,563) Pro forma shares outstanding 33,722,737 Book Value per share $16.95 $17.81 Pro Forma Book Value Pro Forma EPS

EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

FLY LEASING DECEMBER 2015

PAGE 1 DISCLAIMERS 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 Tender Offer The discussion of the tender offer in this presentation 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 is made solely by an Offer to Purchase and the related Letter of Transmittal, each dated November 17, 2015, as they may be amended or supplemented. Shareholders and investors are urged to read the Tender Offer Statement on Schedule TO, filed by FLY with the Securities and Exchange Commission (the “SEC”) on November 17, 2015 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, which contain important information. Investors may obtain these documents 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 Buying Younger Aircraft $628m acquired in 2015 YTD 77 aircraft – $2.5b Book Value1 Leased to 42 airlines in 26 countries1 Decreasing Costs Cost of debt and SG&A as a % of revenues has declined Managed by Industry Leader BBAM manages 400+ aircraft, established in 1989 Insider Ownership is Growing Own $45m and announced intent to buy $10m more 6.8 Year Average Age1,2 6.1 years average remaining lease term1,2 FLY AT A GLANCE Aggressive Share Repurchases $100m share repurchase plan replacing dividend Selling Older Aircraft Selling 57 older, less profitable aircraft to improve ROE1 Note: Fleet metrics as of September 30, 2015. (1)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. (2)Weighted by net book value as of September 30, 2015.

PAGE 3 (1)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. (2)All Next Generation except for one B737-300 freighter. (3)As of September 30, 2015. PRO FORMA1 Aircraft Type # of Aircraft % of NBV3 A320 Family 27 26% A330 3 10% A340 3 6% B737 Family2 38 46% B757/767/777F 5 9% B787 1 3% Total 77 100% ATTRACTIVE PORTFOLIO

PAGE 4 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 57 aircraft – 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 32 aircraft for $1.6b with average age of two years since January 20141,2 (1)Weighted by net book value. (2)As of November 30, 2015. (3)Adjusted SG&A is a non-GAAP measure. See Appendix. Recently announced $100m share repurchase program

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 FLY’s Q3 earnings presentation on its website for additional information on the calculations.

PAGE 6 Q3 2014 Q3 2015 Pro Forma Average Fleet Age1 Average Remaining Lease Term1 Q3 2014 Q3 2015 Pro Forma (1)Weighted by net book value of flight equipment held for operating lease, net. (2)Reflects the sale of 18 aircraft completed as of 9/30/2015 and, on a pro forma basis, the sale of 39 additional aircraft contracted to be sold as if such sales had been consummated as of September 30, 2015. 2 ENHANCING PORTFOLIO METRICS 7.0 yrs 6.8 yrs 5.9 yrs 6.1 yrs 8.2 yrs 4.9 yrs 2