x
Annual
report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
||
For the Fiscal Year Ended December 31, 2010 | ||
or
|
||
o
Transition
report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
||
For the transition period
from to
|
Bermuda | 98-0444035 | |
(State or other Jurisdiction
of
Incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Name of Each Exchange
|
||
Title of Each Class | on Which Registered | |
Common Shares, par value $.01 per share
|
New York Stock Exchange |
Large accelerated
filer
o
|
Accelerated filer x | |||
Non-accelerated
filer
o
|
(Do not check if a smaller reporting company) | Smaller reporting Company o |
Documents of Which Portions
|
Parts of Form 10-K into Which
Portion
|
|
Are Incorporated by Reference | Of Documents Are Incorporated | |
Proxy Statement for Aircastle Limited
|
Part III | |
2011 Annual General Meeting of Shareholders
|
(Items 10, 11, 12, 13 and 14) |
Page | ||||||||
PART I | ||||||||
Item 1. | Business | 1 | ||||||
Item 1A.
|
Risk Factors | 11 | ||||||
Item 1B.
|
Unresolved Staff Comments | 37 | ||||||
Item 2.
|
Properties | 37 | ||||||
Item 3.
|
Legal Proceedings | 37 | ||||||
Item 4.
|
Reserved | 37 | ||||||
PART II | ||||||||
Item 5.
|
Market for Registrants Common Equity, Related Stockholder
Matters and
Issuer Purchases of Equity Securities |
39 | ||||||
Item 6.
|
Selected Financial Data | 41 | ||||||
Item 7.
|
Managements Discussion and Analysis of Financial Condition and Results of Operation | 44 | ||||||
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk | 86 | ||||||
Item 8.
|
Financial Statements and Supplementary Data | 87 | ||||||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 87 | ||||||
Item 9A.
|
Controls and Procedures | 87 | ||||||
Item 9B.
|
Other Information | 90 | ||||||
PART III | ||||||||
Item 10.
|
Directors, Executive Officers and Corporate Governance | 91 | ||||||
Item 11.
|
Executive Compensation | 91 | ||||||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder Matters |
91 | ||||||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence | 91 | ||||||
Item 14.
|
Principal Accounting Fees and Services | 92 | ||||||
PART IV | ||||||||
Item 15.
|
Exhibits and Financial Statement Schedules | E-1 | ||||||
SIGNATURES | S-1 | |||||||
EX-10.5 | ||||||||
EX-10.40 | ||||||||
EX-12.1 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-99.1 |
ITEM 1
BUSINESS
1
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Dividend
Aggregate
per Common
Dividend
Share
Amount
Record Date
Payment Date
(Dollars in thousands)
$
0.70
$
55,004
December 31, 2007
January 15, 2008
$
0.25
19,640
March 31, 2008
April 15, 2008
$
0.25
19,647
June 30, 2008
July 15, 2008
$
0.25
19,655
September 30, 2008
October 15, 2008
$
0.10
7,862
December 31, 2008
January 15, 2009
$
0.10
7,923
March 31, 2009
April 15, 2009
$
0.10
7,923
June 30, 2009
July 15, 2009
$
0.10
7,924
September 30, 2009
October 15, 2009
$
0.10
7,955
December 31, 2009
January 15, 2010
$
0.10
7,951
March 31, 2010
April 15, 2010
$
0.10
7,947
June 30, 2010
July 15, 2010
$
0.10
7,947
September 30, 2010
October 15, 2010
$
0.10
7,964
December 31, 2010
January 14, 2011
Diversified portfolio of high-utility
aircraft.
We have a portfolio of high-utility
aircraft that is diversified with respect to geographic markets,
lessees, end markets (i.e., passenger and freight), lease
maturities and aircraft type. As of December 31, 2010, our
aircraft portfolio consisted of 136 aircraft comprising a
variety of passenger and freighter aircraft types that were
leased to 64 lessees located in 36 countries, and had lease
maturities ranging from 2011 to 2022. Our lease expirations are
well dispersed, with a weighted average remaining lease term of
4.7 years for aircraft we owned at December 31, 2010.
Over the next two years, approximately 21% of our fleet,
weighted by net book value has scheduled lease expirations,
after taking into account lease and sales commitments. While we
seek to place our aircraft on lease to operators and on terms
that provide an acceptable risk profile and the best available
returns,
2
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many airlines are in a weak financial condition and suffer from
liquidity problems. Accordingly, we believe that our focus on
portfolio diversification reduces the risks associated with
individual lessee defaults and adverse geopolitical or economic
issues, and results in generally predictable cash flows.
Experienced management team with significant
expertise.
Our management team has
significant experience in the acquisition, leasing, financing,
technical management, restructuring/repossession and sale of
aviation assets. This experience enables us to access a wide
array of placement opportunities throughout the world and also
evaluate a broad range of potential investments and sales
opportunities in the global aviation industry. With extensive
industry contacts and relationships worldwide, we believe our
management team is highly qualified to manage and grow our
aircraft portfolio and to address our long-term capital needs.
In addition, our senior management personnel have extensive
experience managing lease restructuring and aircraft
repossessions, which we believe is critical to mitigate our
customer default exposure.
Existing fleet financed on a long-term
basis.
Our aircraft are currently financed
under secured and unsecured debt financings with the earliest
maturity date being in 2015, thereby limiting our near-term
financial markets exposure on our owned aircraft portfolio.
Capital Markets Access.
Aircastle is a
publicly listed company trading on the New York Stock Exchange.
We have a $1 billion shelf registration statement on Form
S-3 in effect and, through this, would expect to have relatively
efficient and quick access to additional equity or debt capital.
During 2010, the Company secured corporate credit ratings from
Standard & Poors and Moodys Investors Services
and completed a $300 million unsecured bond offering in
August. In addition to demonstrating access to the export credit
agency-backed, commercial bank and securitization markets for
secured debt, we believe establishing access to the unsecured
bond market is a competitive differentiation which allows us to
pursue a more flexible and opportunistic investment strategy.
Disciplined acquisition approach and broad sourcing
network.
We evaluate the risk and return of
any potential acquisition first as a discrete investment and
then from a portfolio management perspective. To evaluate
potential acquisitions, we employ a rigorous due diligence
process focused on: (i) cash flow generation with careful
consideration of macro trends, industry cyclicality and product
life cycles; (ii) aircraft specifications and maintenance
condition; (iii) when applicable, lessee credit worthiness
and the local jurisdictions rules for enforcing a
lessors rights; and (iv) other legal and tax
implications. We source our acquisitions through
well-established relationships with airlines, other aircraft
lessors, financial institutions and other aircraft owners. Since
our formation in 2004, we have built our aircraft portfolio
through 67 transactions with more than 54 counterparties.
Global and scalable business
platform.
We operate through offices in the
United States, Ireland and Singapore, using a modern asset
management system designed specifically for aircraft operating
lessors and capable of handling a significantly larger aircraft
portfolio. We believe that our facilities, systems and personnel
currently in place are capable of supporting an increase in our
revenue base and asset base without a proportional increase in
overhead costs.
Selectively investing in additional commercial jet
aircraft and other aviation assets when attractively priced
opportunities and cost effective financing are
available.
We believe the large and growing
aircraft market will continue to provide significant acquisition
opportunities over the long term and that the recent
improvements in economic conditions, coupled with the continued
3
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lack of traditional aviation bank debt lending for mid-age,
current technology aircraft, will offer attractive near term
investment opportunities. We regularly evaluate potential
aircraft acquisitions and expect to continue our investment
program through additional passenger and cargo aircraft
purchases when attractively priced opportunities and cost
effective financing are available.
Maintaining an efficient capital structure by using
various long-term financing structures to obtain cost effective
financing and leveraging the efficient operating platform and
strong operating track record we have
established.
We have financed our aircraft
acquisitions using various long-term debt structures obtained
through several different markets to obtain cost effective
financing. We expect capital to continue to be available in the
short-term and going forward, thus allowing us to acquire
additional aircraft and other aviation assets to optimize the
return on our investments and to grow our business and profits.
We will also seek opportunities to increase our profits by
leveraging the efficient operating platform we have established.
Reinvesting a portion of the cash flows generated by our
business in additional aviation assets
and/or
our
own debt and equity securities.
Aircraft have
a finite useful life and through a strategy of reinvesting a
portion of our cash flows from operations and asset sales in our
business, we will generally seek to maintain and grow our asset
and earnings base.
Selling assets when attractive opportunities arise and for
portfolio management purposes.
We pursue
asset sales as opportunities over the course of the business
cycle with the aim of realizing profits and reinvesting proceeds
where more accretive investments are available. We also use
asset sales for portfolio management purposes such as reducing
lessee specific concentrations and lowering residual value
exposures to certain aircraft types.
4
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Off-
2011
(1)
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Lease
(2)
Total
4
3
3
6
9
5
30
1
6
2
1
4
1
1
2
18
3
3
4
4
3
17
4
6
9
8
1
1
1
30
1
1
4
6
1
13
2
1
5
1
1
10
1
4
4
2
1
12
2
1
3
11
24
27
21
12
12
8
8
2
1
2
5
133
(1)
Includes one Boeing Model
757-200
aircraft and one Boeing Model
737-500
aircraft, each of which we have contracted to sell when it is
scheduled to come off lease.
(2)
Includes one Airbus Model A319-100 aircraft and four Airbus
Model A320-200 aircraft with leases we terminated early in the
first quarter of 2011.
Scheduled lease expirations
placements.
For our 19 aircraft originally having
lease expirations in 2010, we executed lease renewals, or
commitments to lease or renew, with respect to 17 aircraft,
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and we sold two aircraft. For these 19 aircraft, excluding the
two we sold, the weighted average lease term for the new leases
or renewals was approximately 3.5 years with monthly lease
rates that were approximately 30% to 35% percent lower than the
previous rentals. The drop in lease rates for these placements
reflects more challenging market conditions when these new
leases or renewals were executed, as well as a comparatively
stronger lease placement environment, on average, when the
previous leases were put in place. Given more challenging market
conditions, we generally sought shorter lease terms for these
placements so as to allow for the opportunity to benefit more
quickly from possible market improvements.
Aircraft acquisitions
placements.
We acquired 11 aircraft in 2010. In
the second quarter of 2010, we acquired one used Boeing Model
737-800
aircraft and immediately placed it on lease with a customer. In
the second half of 2010, we took delivery of two
freighter-configured New A330 Aircraft, and placed them on
lease to an affiliate of the HNA Group, the parent company of
Hainan Airlines. We acquired three used Airbus Model A330-200
passenger configuration aircraft in the third quarter of 2010 in
a sale leaseback transaction, and in the fourth
quarter of 2010 we acquired three Boeing Model
737-800
aircraft which were on lease when we acquired them. We also
acquired two Boeing Model
747-400F
production freighter aircraft in the fourth quarter of 2010 and
placed them on long-term leases.
Scheduled lease expirations
placements.
We have 11 aircraft with lease
expirations scheduled in 2011. We have executed lease renewals,
or commitments to lease or renew, with respect to seven of these
aircraft and we have signed sale agreements for two aircraft. We
are actively remarketing the remaining two aircraft. We also
have secured a commitment to lease a Boeing Model
737-800
aircraft we acquired in the fourth quarter of 2010 with a
scheduled lease expiration in late 2011. We are also marketing
for sale or lease four Airbus Model A320-200 aircraft and one
Airbus Model A319-100 aircraft with leases we terminated early
in the first quarter of 2011. The seven aircraft we are
remarketing for lease in 2011 represent 4% of our net book value
of flight equipment held for lease at December 31, 2010.
Aircraft acquisitions
placements.
We are scheduled to take delivery of
seven of the New A330 Aircraft in 2011. We executed a lease
agreement for one of the New A330 Aircraft scheduled for
delivery in 2011 with an affiliate of the HNA Group, and we
executed lease agreements for six of the New A330 Aircraft
scheduled for delivery in 2011 with South African Airways (PTY)
LTD, or SAA, the first of which was delivered in February 2011
and we immediately placed it on lease with SAA. We currently
have no other commitments to acquire aircraft in 2011.
Scheduled lease expirations
placements.
Taking into account lease and sale
commitments, we currently had the following number of aircraft
with lease expirations scheduled in the period
2012-2014
representing the percentage of our net book value of flight
equipment held for lease at December 31, 2010 specified
below:
2012: 24 aircraft, representing 16%;
2013: 27 aircraft, representing 11%; and
2014: 21 aircraft, representing 13%.
Aircraft acquisitions
placements.
We are scheduled to take delivery of
one of the New A330 Aircraft in 2012 and we have executed a
lease with an affiliate of Virgin Blue Airlines. We currently
have no other commitments to acquire aircraft in the period
2012-2014.
6
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individual lessee exposures;
average portfolio credit quality;
geographic concentrations;
end market (i.e., passenger and freighter) concentrations;
7
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lease maturity concentrations; and
aircraft type concentrations.
8
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9
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10
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ITEM 1A.
RISK
FACTORS
passenger and air cargo demand;
competition;
passenger fare levels and air cargo rates;
availability of financing and other circumstances affecting
airline liquidity, including covenants in financings, terms
imposed by credit card issuers and collateral posting
requirements contained in fuel hedging contracts and the ability
of airlines to make or refinance principal payments as they come
due;
geopolitical and other events, including war, acts or threats of
terrorism, outbreaks of epidemic diseases and natural disasters;
aircraft accidents;
operating costs, including the price and availability of jet
fuel, labor costs and insurance costs and coverages;
restrictions in labor contracts and labor difficulties;
economic conditions, including recession, financial system
distress and currency fluctuations in the countries and regions
in which the lessee operates or from which the lessee obtains
financing;
losses on investments, including auction rate
securities; and
governmental regulation of, or affecting the air transportation
business, including noise regulations, emissions regulations,
climate change initiatives, and age limitations.
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12
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a high percentage of our aircraft and aircraft leases serve as
collateral for our secured indebtedness and the terms of certain
of our indebtedness require us to use proceeds from sales of
aircraft, in part, to repay amounts outstanding under such
indebtedness;
we may be required to dedicate a substantial portion of our cash
flows from operations, if available, to debt service payments,
thereby reducing the amount of our cash flow available to pay
dividends, fund working capital, make capital expenditures and
satisfy other needs;
our failure to comply with the terms of our indebtedness,
including restrictive covenants contained therein, may result in
additional interest being due or defaults that could result in
the acceleration of the principal, and unpaid interest on, the
defaulted debt, as well as the forfeiture of the aircraft
pledged as collateral;
non-compliance with loan to value ratios, interest coverage or
debt service coverage ratios, or other financial tests, would
limit or eliminate available cash flows from the assets financed
under the relevant financing; and
non-compliance with covenants prohibiting certain investments
and other restricted payments, including limitations on our
ability to pay dividends, repurchase our common shares, raise
14
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additional capital or refinance our existing debt, may reduce
our operational flexibility and limit our ability to refinance
or grow the business.
Securitizations.
During the first five years
from the closing of each securitization, excess cash flow is
available to us from such securitization for corporate purposes,
to make new investments or to pay dividends to our shareholders.
However, if debt service coverage ratio requirements are not met
on two consecutive monthly payment dates in the fourth and fifth
year following the closing date of the applicable securitization
and in any month following the fifth anniversary of the closing
date (June 2011 for Securitization No. 1 and June 2012 for
Securitization No. 1), all excess securitization cash flow
is required to be used to reduce the principal balance of the
indebtedness of the applicable securitization and will not be
available to us for other purposes.
Term Financings.
Our term financings contain
loan to value and debt service coverage tests. Under certain
circumstances, if we fail these tests, excess cash flow could be
applied to pay down principal. In March 2011, we completed the
annual maintenance-adjusted appraisal for the Term Financing
No. 1 Portfolio and determined that we expect to be in
compliance with the loan to value ratio on the April 2011
payment date.
ECA Term Financings.
Our ECA term financings
contain a $500 million minimum net worth covenant and also
contain, among other customary provisions, a material adverse
change default and cross-default to other ECA- or EXIM-
supported financings or other recourse financings of the Company.
Senior Notes.
Our senior notes indenture
imposes operating and financial restrictions on our activities.
These restrictions limit our ability to, or in certain cases
prohibit us from, incurring or guaranteeing additional
indebtedness, refinancing our existing indebtedness, pay
dividends, repurchase our common shares or make other restricted
payments, make certain investments or enter into joint ventures.
15
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create liens on assets;
incur or guarantee additional indebtedness;
issue disqualified stock or preference shares;
sell assets;
make certain investments or capital expenditures;
pay dividends on or make distributions in respect of our capital
stock or make other restricted payments;
agree to any restrictions on the ability of restricted
subsidiaries to transfer property or make payments to us;
guarantee other indebtedness without guaranteeing the senior
notes;
engage in mergers, amalgamations or consolidations among our
subsidiary companies or between a subsidiary company and a third
party or otherwise dispose of all or substantially all of our
assets;
engage in certain transactions with affiliates;
incur secured indebtedness;
receive payments or excess cash flows from subsidiaries; and
enter into joint ventures.
forfeiting deposits and progress payments and having to pay and
expense certain significant costs relating to these commitments,
such as actual damages, and legal, accounting and financial
advisory expenses, and will not realize any of the benefits of
having the transactions completed; and
the focus of our management having been spent on these
commitments instead of on pursuing other opportunities that
could have been beneficial to us, without realizing any or all
of the benefits of having the transaction completed.
16
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passenger and air cargo demand;
operating costs, including fuel costs, and general economic
conditions affecting our lessees operations;
geopolitical events, including war, prolonged armed conflict and
acts of terrorism;
outbreaks of communicable diseases and natural disasters;
governmental regulation;
interest rates;
foreign exchange rates;
airline restructurings and bankruptcies;
the availability of credit;
changes in control of, or restructurings of, other aircraft
leasing companies;
manufacturer production levels and technological innovation;
climate change initiatives, technological change, aircraft noise
and emissions regulations, aircraft age limits and other factors
leading to retirement and obsolescence of aircraft models;
manufacturers merging or exiting the industry or ceasing to
produce aircraft types;
new-entrant manufacturers producing additional aircraft models,
or existing manufacturers producing newly engined aircraft
models or new aircraft models, in competition with existing
aircraft models;
reintroduction into service of aircraft previously in
storage; and
airport and air traffic control infrastructure constraints.
17
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the age of the aircraft;
the particular maintenance and operating history of the airframe
and engines;
the number of operators using that type of aircraft;
whether the aircraft is subject to a lease and, if so, whether
the lease terms are favorable to us;
applicable airworthiness directives or manufacturers
service bulletins that have not yet been performed to the
aircraft;
any regulatory and legal requirements that must be satisfied
before the aircraft can be purchased, sold or re-leased; and
compatibility of our aircraft configurations or specifications
with those desired by the operators of other aircraft of that
type.
18
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19
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20
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21
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the costs of casualty, liability and political risk insurance
and the liability costs or losses when insurance coverage has
not been or cannot be obtained as required, or is insufficient
in amount or scope;
the costs of licensing, exporting or importing an aircraft,
airport charges, customs duties, air navigation charges, landing
fees and similar governmental or quasi-governmental impositions,
which can be substantial;
penalties and costs associated with the failure of lessees to
keep the aircraft registered under all appropriate local
requirements or obtain required governmental licenses, consents
and approvals; and
carbon taxes or other fees, taxes or costs imposed under
emissions limitations or climate change regulations or other
initiatives.
22
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23
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24
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25
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26
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27
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28
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29
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30
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a classified board of directors with staggered three-year terms;
provisions in our bye-laws regarding the election of directors,
classes of directors, the term of office of directors and
amalgamations to be rescinded, altered or amended only upon
approval by a resolution of the directors and by a resolution of
our shareholders, including the affirmative votes of at least
66% of the votes attaching to all shares in issue entitling the
holder to vote on such resolution;
31
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provisions in our bye-laws dealing with the removal of directors
and corporate opportunity to be rescinded, altered or amended
only upon approval by a resolution of the directors and by a
resolution of our shareholders, including the affirmative votes
of at least 80% of the votes attaching to all shares in issue
entitling the holder to vote on such resolution;
the removal of directors by a resolution, including the
affirmative votes of at least 80% of all votes attaching to all
shares in issue entitling the holder to vote on such resolution;
our board of directors to determine the powers, preferences and
rights of our preference shares and to issue such preference
shares without shareholder approval;
advance notice requirements by shareholders for director
nominations and actions to be taken at annual meetings; and
no provision for cumulative voting in the election of directors;
all the directors standing for election may be elected by our
shareholders by a plurality of votes cast at a duly convened
annual general meeting, the quorum for which is two or more
persons present in person or by proxy at the start of the
meeting and representing in excess of 50% of all votes attaching
to all shares in issue entitling the holder to vote at the
meeting.
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variations in our quarterly or annual operating results;
failure to meet any earnings estimates;
actual or perceived reduction in our growth or expected future
growth;
actual or anticipated accounting issues;
publication of research reports about us, other aircraft lessors
or the aviation industry or the failure of securities analysts
to cover our common shares or the decision to suspend or
terminate coverage in the future;
additions or departures of key management personnel;
increased volatility in the capital markets and more limited or
no access to debt financing, which may result in an increased
cost of, or less favorable terms for, debt financing or may
result in sales to satisfy collateral calls or other pressure on
holders to sell our shares;
redemptions, or similar events affecting funds or other
investors holding our shares, which may result in large block
trades that could significantly impact the price of our common
shares;
adverse market reaction to any indebtedness we may incur or
preference or common shares we may issue in the future;
changes in or elimination of our dividend;
actions by shareholders;
changes in market valuations of similar companies;
announcements by us, our competitors or our suppliers of
significant contracts, acquisitions, disposals, strategic
partnerships, joint ventures or capital commitments;
speculation in the press or investment community;
changes or proposed changes in laws or regulations affecting the
aviation industry or enforcement of these laws and regulations,
or announcements relating to these matters; and
general market, political and economic conditions and local
conditions in the markets in which our lessees are located.
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34
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35
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36
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ITEM 1B.
UNRESOLVED
STAFF COMMENTS
ITEM 2.
PROPERTIES
ITEM 3.
LEGAL
PROCEEDINGS
ITEM 4.
RESERVED
37
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38
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85
ITEM 5.
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Dividends
Declared Per
High
Low
Share ($)
$
5.47
$
2.54
$
0.10
$
7.98
$
4.47
$
0.10
$
10.62
$
6.31
$
0.10
$
10.23
$
7.52
$
0.10
$
11.40
$
8.50
$
0.10
$
12.38
$
7.83
$
0.10
$
9.73
$
7.45
$
0.10
$
10.89
$
8.10
$
0.10
39
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*
$100 invested on 8/7/06 in Aircastles common shares or
7/31/06 in the S&P 500 Index, including reinvestment of
dividends.
8/7/06
9/30/06
12/31/06
3/31/07
6/30/07
9/30/07
12/31/07
3/31/08
6/30/08
9/30/08
12/31/08
100.00
126.35
130.97
159.31
181.96
155.55
125.83
54.83
42.31
51.10
25.22
100.00
105.02
112.05
112.77
119.85
122.28
118.21
107.04
104.13
95.41
74.47
100.00
100.00
102.11
128.24
140.97
109.65
90.78
78.28
54.54
47.43
19.32
3/31/09
6/30/09
9/30/09
12/31/09
3/31/10
6/30/10
9/30/10
12/31/10
25.06
40.16
53.37
54.92
53.36
44.73
48.89
60.82
66.27
76.83
88.82
94.18
99.25
87.91
97.84
108.37
16.95
35.76
45.01
44.44
55.32
50.99
59.59
69.44
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ITEM 6.
SELECTED
FINANCIAL DATA
Year Ended December 31,
2006
2007
2008
2009
2010
(Dollars in thousands, except per share amounts)
$
182,852
$
381,091
$
582,587
$
570,585
$
527,710
27,836
39,040
46,806
46,016
45,774
53,424
126,403
201,759
209,481
220,476
49,566
92,660
203,529
169,810
178,262
45,920
114,403
115,291
102,492
65,816
5,286
12,941
51,206
127,344
115,291
102,492
65,816
$
0.99
$
1.68
$
1.47
$
1.29
$
0.83
$
0.11
$
0.19
$
$
$
$
1.10
$
1.87
$
1.47
$
1.29
$
0.83
$
0.99
$
1.68
$
1.47
$
1.29
$
0.83
$
0.11
$
0.19
$
$
$
$
1.10
$
1.87
$
1.47
$
1.29
$
0.83
$
1.1375
$
2.45
$
0.85
$
0.40
$
0.40
$
149,349
$
333,745
$
526,305
$
501,672
$
491,231
48,152
114,795
150,046
104,793
67,868
100,375
234,580
349,990
325,503
308,425
$
42,712
$
200,210
$
321,806
$
300,811
$
374,872
(858,002
)
(2,369,796
)
37,640
(269,434
)
(541,115
)
793,465
2,125,014
(292,045
)
30,342
263,534
$
58,118
$
13,546
$
80,947
$
142,666
$
239,957
1,559,365
3,807,116
3,837,543
3,812,970
4,065,780
121,273
113,015
14,349
1,918,703
4,427,642
4,251,572
4,454,512
4,859,059
442,660
798,186
549,400
1,677,736
2,476,296
2,464,560
2,707,958
637,197
1,294,577
1,112,166
1,291,237
1,342,718
68
133
130
129
136
62.8
%
66.3
%
69.0
%
65.6
%
66.9
%
41
Table of Contents
(1)
EBITDA is a measure of operating performance that is not
calculated in accordance with US GAAP. EBITDA should not be
considered a substitute for net income, income from operations
or cash flows provided by or used in operations, as determined
in accordance with US GAAP. EBITDA is a key measure of our
operating performance used by management to focus on
consolidated operating performance exclusive of income and
expense that relate to the financing and capitalization of the
business.
(2)
Adjusted net income and Adjusted net income plus depreciation
and amortization are measures of operating performance that are
not calculated in accordance with US GAAP. Adjusted net income
and Adjusted net income plus depreciation and amortization
should not be considered a substitute for net income, income
from operations or cash flows provided by or used in operations,
as determined in accordance with US GAAP. Adjusted net income
and Adjusted net income plus depreciation and amortization are
key measures of our operating performance used by management to
provide useful information about operating and
period-over-period
performance of our business without regard to periodic reporting
elements related to interest rate derivative accounting and
gains or losses related to flight equipment and debt investments.
Year Ended December 31,
2006
2007
2008
2009
2010
(Dollars in thousands)
$
51,206
$
127,344
$
115,291
$
102,492
$
65,816
53,424
126,403
201,759
209,481
220,476
(4,406
)
(7,379
)
(1,815
)
11,229
20,081
49,566
92,660
203,529
169,810
178,262
4,845
7,658
7,541
8,660
6,596
(5,286
)
(12,941
)
$
149,349
$
333,745
$
526,305
$
501,672
$
491,231
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Year Ended December 31,
2006
2007
2008
2009
2010
(Dollars in thousands)
$
51,206
$
127,344
$
115,291
$
102,492
$
65,816
(814
)
171
29,589
5,387
5,805
(1,154
)
11,446
(959
)
860
(2,240
)
(11,566
)
(6,525
)
(1,162
)
(7,084
)
245
(4,965
)
2,471
4,000
48,152
114,795
150,046
104,793
67,868
56,956
127,164
201,759
209,481
220,476
(4,406
)
(7,379
)
(1,815
)
11,229
20,081
$
100,702
$
234,580
$
349,990
$
325,503
$
308,425
(1)
Included in Interest, net.
(2)
Included in Other income (expense) except for 2006 and 2007
gains on sale of flight equipment which were recorded in
discontinued operations.
(3)
2006 and 2007 amounts included $3,532 and $761, respectively
which were recorded in discontinued operations.
43
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ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
44
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45
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46
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Owned
Aircraft as of
December 31,
2010
(1)
$
4,066
136
90
%
64
36
11.9
9.4
11.0
3.4
7.4
4.7
99
%
99
%
(1)
Calculated using net book value as of December 31, 2010.
(2)
Weighted average age (years) by net book value.
(3)
Weighted average remaining lease term (years) by net book value.
(4)
Aircraft on-lease days as a percent of total days in period
weighted by net book value, excluding aircraft in freighter
conversion.
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Owned Aircraft as of
December 31, 2010
Number of
% of Net
Aircraft
Book Value
83
40
%
27
25
%
1
2
%
111
67
%
25
33
%
136
100
%
88
61
%
48
39
%
136
100
%
66
46
%
35
26
%
14
10
%
11
8
%
10
10
%
136
100
%
Percent of Net
Number of
Customer
Country
Aircraft
Emirates
United Arab Emirates
2
Martinair
(1)
Netherlands
5
3% to 6%
HNA
Group
(2)
China
8
US Airways
USA
8
SriLankan Airlines
Sri Lanka
5
Airbridge
Cargo
(3)
Russia
2
Avianca
Colombia
2
China Eastern
Airlines
(4)
China
8
Iberia Airlines
Spain
6
GOL
(5)
Brazil
6
KLM
(1)
Netherlands
1
World Airways
USA
2
Less than 3%
Icelandair
(6)
Iceland
5
Korean Air
South Korea
2
Cimber-Sterling
Denmark
4
(1)
Martinair is a wholly owned subsidiary of KLM. Although KLM does
not guarantee Martinairs obligations under the relevant
lease, if combined, the two, together with two other affiliated
customers, represent 11% of flight equipment held for lease.
48
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(2)
Eight aircraft on lease to affiliates of the HNA Group, although
the HNA Group does not guarantee the leases.
(3)
Guaranteed by Volga-Dnepr.
(4)
Includes the aircraft leased to Shanghai Airlines, which was
recently acquired by China Eastern Airlines. China Eastern
Airlines does not guarantee the obligations of the aircraft we
lease to Shanghai Airlines.
(5)
GOL has guaranteed the obligations of an affiliate, VRG Linhas
Aereas, and accordingly, the two are shown combined in the above
table.
(6)
Icelandair Group hf, the parent company of Icelandair, has
guaranteed the obligations of an affiliate, SmartLynx, and
accordingly, the two are shown combined in the above table.
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Table of Contents
Year Ended December 31,
2009
2010
(Dollars in thousands)
$
511,459
$
531,076
(11,229
)
(20,081
)
58,733
15,703
558,963
526,698
1,924
9,698
1,012
570,585
527,710
209,481
220,476
169,810
178,262
46,016
45,774
18,211
7,342
19,431
9,612
462,949
461,466
1,162
7,084
2,354
(916
)
3,516
6,168
111,152
72,412
8,660
6,596
$
102,492
$
65,816
$28.4 million of revenue from eleven new aircraft purchased
in 2010 and the full year revenue from two new aircraft
purchased during 2009.
$5.9 million of revenue due to five aircraft sold in 2010;
$1.6 million of revenue due to lease extensions and
transitions at lower rentals; and
$1.3 million of revenue due to lower floating rate lease
rentals and other changes.
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Year Ended
December 31,
2009
2010
(Dollars in thousands)
$
7,951
$
2,447
(2,207
)
(367
)
(16,973
)
(22,161
)
$
(11,229
)
$
(20,081
)
Year Ended December 31,
2009
2010
Dollars
Number of
Dollars
Number of
(In thousands)
Leases
(In thousands)
Leases
$
28,356
8
$
4,069
3
30,377
8
11,634
3
$
58,733
16
$
15,703
6
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an $6.2 million increase in depreciation for capitalized
aircraft improvements and planned major maintenance
activities; and
an $8.2 million increase in depreciation for new aircraft
acquired in late December 2009 and in 2010.
a $3.3 million decrease in depreciation for aircraft sold.
Year Ended
December 31,
2009
2010
(Dollars in thousands)
$
146,617
$
153,064
463
5,039
12,894
9,634
12,232
15,065
172,206
182,802
(939
)
(413
)
(1,457
)
(4,127
)
$
169,810
$
178,262
a $6.4 million increase in interest expense on our
borrowings primarily due to a higher weighted average debt
balance ($2.54 billion for the year ended December 31,
2010 as compared to $2.45 billion for the year ended
December 31, 2009);
a $4.6 million increase resulting from changes in measured
hedge ineffectiveness due primarily to the early repayment of
borrowings in connection with assets sales during 2010 and lower
forecasted debt; and
a $2.8 million increase in deferred financing fees
primarily from the accelerated write-off of deferred financing
fees triggered by prepayment of Term Financing No. 2 and
the A330 SLB facility.
a $3.3 million decrease in amortization of deferred losses
on interest rate derivatives primarily due to higher
amortization incurred in 2009 as a result of lower forecasted
debt balances.
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$2.8 million in aircraft maintenance and other transitions
costs primarily relating to unscheduled lease terminations for
aircraft returned to us in 2009;
$2.0 million in aircraft maintenance and other transitions
costs relating to scheduled lease terminations in 2010;
$1.4 million in aircraft maintenance and other transition
costs related to aircraft acquired in the fourth quarter of
2010; and
$3.4 million of aircraft insurance and other maintenance
costs related to our aircraft.
$6.9 million in aircraft maintenance and other transitions
costs primarily relating to scheduled and unscheduled lease
terminations for aircraft returned to us in 2009;
$2.9 million in aircraft maintenance and transition costs
for four passenger aircraft converted to freighter aircraft;
$4.7 million in aircraft maintenance and other transitions
costs relating to unscheduled lease terminations in
2008; and
$4.9 million of aircraft insurance and other maintenance
costs related to our aircraft.
a $5.9 million increase in gain on the sale of
aircraft; and
a non-recurring $4.0 million termination fee in 2009 to
cancel our engine purchase commitments for the New Airbus A330
program. There were no such termination fees in 2010.
a $5.0 million gain on sale of our remaining debt
investments in 2009 for which there was no comparative
transaction in 2010; and
$1.8 million higher
mark-to-market
adjustments on our undesignated interest rate derivatives.
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Year Ended
December 31,
2009
2010
(Dollars in thousands)
$
102,492
$
65,816
92,396
1,994
12,894
9,634
(4,965
)
2,429
$
205,246
$
77,444
$65.8 million of net income;
$2.0 million gain from a change in interest rate
derivatives, net of taxes which is lower from 2009 due to a
relatively flat LIBOR curve at December 31, 2010 as
compared to December 31, 2009; and
$9.6 million of amortization reclassified into earnings of
deferred net losses related to amortization from terminated
interest rate derivatives.
$102.5 million of net income;
$92.4 million gain from a change in interest rate
derivatives, net of taxes which is higher from 2008 due to an
increase in the LIBOR curve at December 31, 2009 as
compared to December 31, 2008; and
$12.9 million of amortization reclassified into earnings of
deferred net losses related to amortization from terminated
interest rate derivatives.
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Year Ended
December 31,
2008
2009
(Dollars in thousands)
$
542,270
$
511,459
1,815
(11,229
)
34,460
58,733
578,545
558,963
3,174
1,924
868
9,698
582,587
570,585
201,759
209,481
203,529
169,810
46,806
46,016
18,211
3,982
19,431
456,076
462,949
6,525
1,162
(10,204
)
2,354
(3,679
)
3,516
122,832
111,152
7,541
8,660
$
115,291
$
102,492
$24.1 million of revenue as a result of aircraft sales
(eight aircraft were sold during 2008 and three aircraft were
sold during 2009);
$15.0 million of revenue due to downtime in connection with
aircraft in transition and freighter conversions; and
$9.9 million of revenue due to lower floating rate lease
rentals and lease rate changes.
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Year Ended
December 31,
2008
2009
(Dollars in thousands)
$
12,099
$
7,951
(3,738
)
(2,207
)
(6,546
)
(16,973
)
$
1,815
$
(11,229
)
Year Ended December 31,
2008
2009
Dollars
Number of
Dollars
Number of
(In thousands)
Leases
(In thousands)
Leases
$
23,219
11
$
28,356
8
11,241
6
30,377
8
$
34,460
17
$
58,733
16
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Year Ended
December 31,
2008
2009
(Dollars in thousands)
$
169,860
$
146,617
16,623
463
15,488
12,894
1,003
13,603
12,232
216,577
172,206
(7,311
)
(939
)
(5,737
)
(1,457
)
$
203,529
$
169,810
a $23.2 million decrease in interest expense on our
borrowings due primarily to a lower average debt balance
(average debt balance during the year ended December 31,
2009 was $2.45 billion as compared to $2.71 billion in
the same period in 2008) and lower interest rates during
2009 as compared to 2008;
a $16.2 million decrease resulting from changes in measured
hedge ineffectiveness due primarily to prior year debt changes;
a $2.6 million decrease in amortization of deferred losses
on interest rate derivatives due primarily to:
$6.6 million decrease related to accelerated amortization
of deferred losses from terminated interest rate derivatives for
borrowings that we are no longer making (i.e., that are no
longer probable of occurring) as a result of a lower forecasted
debt financings.
$4.0 million increase related to amortization of deferred
losses on terminated interest rate derivatives for borrowings we
anticipate making in the future (i.e., that are probable of
occurring). The deferred losses are amortized into interest
expense as the interest payments being hedged occur;
a $1.4 million decrease in amortization of deferred
financing fees resulting primarily from the closing of our
revolving credit facilities during 2008; and
a $1.0 million decrease in hedge termination charges.
a $6.4 million decrease in interest income earned on our
cash balances, resulting from significantly lower interest rates
during the year ended December 31, 2009 compared to the
same period in 2008; and
a $4.3 million decrease in capitalized interest due to
lower interest rates during the year ended December 31,
2009 compared to the same period in 2008 and the delivery of
aircraft from freighter conversion and the manufacturer.
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$6.9 million in aircraft maintenance and other transitions
costs primarily relating to scheduled and unscheduled lease
terminations for aircraft returned to us in 2009;
$2.9 million in aircraft maintenance and transition costs
for four passenger aircraft converted to freighter aircraft;
$4.7 million in aircraft maintenance and other transitions
costs relating to unscheduled lease terminations in
2008; and
$4.9 million of aircraft insurance and other maintenance
costs related to our aircraft.
$12.4 million lower
mark-to-market
adjustments on our undesignated interest rate derivatives;
a $5.2 million increase in the gain on sale of debt
investments; and
a $1.0 million gain on the purchase and re-sale of a spare
engine.
a $6.4 million decrease in gain on sale of flight equipment
for the three aircraft sold in 2009 (compared to eight aircraft
sold in 2008); and
a $4.0 million termination fee to cancel our engine
purchase commitments for the New Airbus A330 program.
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Year Ended
December 31,
2008
2009
(Dollars in thousands)
$
115,291
$
102,492
(245,407
)
92,396
16,491
12,894
(4,965
)
(8,297
)
2,429
$
(121,922
)
$
205,246
$102.3 million of net income,
$92.4 million gain from a change in interest rate
derivatives, net of taxes which is higher from 2008 due to an
increase in the LIBOR curve at December 31, 2009 as
compared to December 31, 2008, and
$12.9 million of amortization reclassified into earnings of
deferred net losses related to amortization from terminated
interest rate derivatives.
$115.3 million of net income,
$245.4 million loss from a change in interest rate
derivatives, net of taxes due to a decrease in the LIBOR curve
at December 31, 2008 as compared to December 31,
2007, and
$16.5 million of amortization reclassified into earnings of
deferred net losses related to amortization from terminated
interest rate derivatives.
59
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60
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61
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flight equipment where estimates of the manufacturers
realized sales prices are not relevant (e.g., freighter
conversions);
flight equipment where estimates of the manufacturers
realized sales prices are not readily available; and
flight equipment which may have a shorter useful life due to
obsolescence.
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63
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65
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lines of credit, our securitizations, term financings and, more
recently, secured borrowings supported by export credit agencies
for new aircraft acquisitions;
unsecured indebtedness, including an unsecured revolving credit
facility and unsecured senior notes;
public offerings of common shares; and
asset sales.
SMBC committed $250.0 million in debt to finance the first
three New A330 Aircraft;
Citibank, N.A. committed approximately $221.0 million to
finance three New A330 Aircraft of which we borrowed $69.0 for
the delivery of one New A330 Aircraft in August 2010; and
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BOTM) committed
approximately $227.0 million to finance three New A330
Aircraft of which we borrowed $69.3 million for the
delivery of one New A330 Aircraft in November 2010.
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Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2008
2009
2010
(Dollars in thousands)
$
321,806
$
300,811
$
374,872
37,640
(269,434
)
(541,115
)
(292,045
)
30,342
263,534
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a $19.6 million increase in cash from lease rental revenue;
a net $42.0 million increase in cash from the release of
restricted cash from returned security deposits, the payment of
expenses which was offset by the receipt of maintenance payments;
a $22.2 million increase in cash from working capital, of
which $12.8 million relates to accrued interest for our
Notes which will be paid in February 2011; and
a $9.0 million increase in cash from a decrease in cash
payments for interest.
$12.4 million lower cash from end of lease maintenance
revenue; and
$1.7 million cash from an increase in cash payments for
taxes.
$30.8 million decrease in cash flow from lease rental
revenues;
$17.0 million increase in cash paid for aircraft transition
costs in 2009; and
$5.5 million decrease in cash flow from working capital
(changes in certain assets and liabilities).
$17.8 million increase in cash received for maintenance
revenue; and
$15.3 million decrease in cash payments for interest.
a $250.4 million increase in the acquisition and
improvement of flight equipment;
a $61.1 million increase in purchase deposits under our
Airbus A330 Agreement; and
$17.2 million lower proceeds from the sale of and principal
payments on our debt investments, as we had sold all of our debt
investments by the end of 2009.
$57.0 million higher proceeds from the sale of flight
equipment.
$168.5 million lower proceeds from sale of flight equipment
(three aircraft sold in 2009 compared to eight aircraft sold in
2008);
$92.6 million in increased purchase deposits under our
Airbus A330 Agreement and aircraft undergoing freighter
conversion;
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$59.9 million lower proceeds from the sale of and principal
repayments on our debt investments; and
$35.9 lower collateral call receipts, net of payments, on our
interest rate derivatives and repurchase agreements.
$49.5 million decrease in the acquisition and improvement
of flight equipment.
$405.5 million higher proceeds from notes and term debt
financings; and
$27.8 million of higher maintenance payments received net
of maintenance payments returned.
$150.6 million of higher financing repayments on our
securitizations and term debt financings;
$37.7 million of lower security deposits received net of
deposits returned; and
a $9.2 million increase in deferred financing costs.
$151.3 million of lower payments for terminated cash flow
hedges;
$82.3 million of lower dividend payments;
$67.7 million of lower principal payments on our repurchase
agreements;
$18.1 million of lower deferred financings costs; and
$14.1 million of security deposits and maintenance payments
received (net of payments).
$12.1 million of lower borrowings (net of repayments) on
our credit facilities, term debt financings and securitizations.
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Final
Outstanding
Number of
Interest
Stated
Collateral
Borrowing
Aircraft
Rate
(1)
Maturity
(2)
(Dollars in thousands)
Interests in aircraft leases, beneficial interests in aircraft
owning entities and related interests
$
415,103
33
0.53
%
06/20/31
Interests in aircraft leases, beneficial interests in aircraft
owning entities and related interests
997,713
54
0.53
%
06/14/37
Interests in aircraft leases, beneficial interests in aircraft
owning entities and related interests
643,196
27
2.02
%
05/02/15
Interests in aircraft leases, beneficial interests in aircraft
leasing entities and related interests
267,311
4
2.65
%
to
4.48%
05/27/21
to
11/03/22
Interests in Airbus A330 Agreement and aircraft leases
88,487
6
2.76
%
12/01/11
(3)
2,411,810
None
296,148
9.75
%
08/01/18
None
09/28/13
296,148
$
2,707,958
(1)
Reflects floating rate in effect at the most recent applicable
reset date, except for the ECA Term Financings which are fixed
rate.
(2)
For Securitization No. 1, Securitization No. 2 and
Term Financing No. 1, all cash flows available after
expenses and interest will be applied to debt amortization, if
the debt is not refinanced by June 2011, June 2012, and May
2013, respectively.
(3)
Reflects the last scheduled delivery month for the six relevant
new Airbus A330-200 delivery positions. The final maturity date
is the earlier of the aircraft delivery date or nine months
after the scheduled delivery month for the last scheduled
delivery position.
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Available Liquidity
December 31,
December 31,
Unused
Interest Rate
Liquidity Facility Provider
2009
2010
Fee
on any Advances
(Dollars in thousands)
Calyon
$
42,000
$
42,000
0.45
%
1M Libor + 1.00%
HSH Nordbank
AG
(1)
79,617
74,828
0.50
%
1M Libor + 0.75%
Calyon
14,174
12,864
0.60
%
1M Libor + 1.20%
(1)
Following a ratings downgrade with respect to the liquidity
facility provider in May 2009, the liquidity facility was drawn
and the proceeds, or permitted investments thereof, remain
available to provide liquidity if required. Amounts drawn
following a ratings downgrade with respect to the liquidity
facility provider do not bear interest; however, net investment
earnings will be paid to the liquidity facility provider and the
unused fee continues to apply.
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72
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73
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74
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75
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an increase in borrowings under our
2010-1
Notes, our ECA Term Financings and under our A330 PDP Facility.
principal and interest payments made under our securitizations
and term financings, including the prepayment of Term Financing
No. 2 and the A330 SLB facility; and
lower variable interest rates and payments made under our
purchase obligations.
Payments Due By Period as of December 31, 2010
Less than
More than
Total
1 year
1-3 years
3-5 years
5 years
(Dollars in thousands)
$
300,000
$
$
$
$
300,000
415,103
45,396
125,453
140,307
103,947
997,713
98,971
239,818
291,698
367,226
643,196
49,657
118,008
475,531
267,311
19,712
41,550
44,583
161,466
88,487
88,487
2,711,810
302,223
524,829
952,119
932,639
369,850
60,105
109,399
90,805
109,541
247,804
92,719
97,847
50,165
7,073
617,654
152,824
207,246
140,970
116,614
2,870
1,118
1,298
363
91
491,627
430,232
61,395
$
3,823,961
$
886,397
$
794,768
$
1,093,452
$
1,049,344
(1)
Includes scheduled balloon payment on August 1, 2018.
(2)
For this non-recourse financing, includes principal payments
based on amortization schedules so that the loan to assumed
aircraft values are held constant through the June 2011 payment
date; thereafter, estimated principal payments for this
financing are based on excess cash flows available from
forecasted lease rentals, net maintenance funding and proceeds
from asset disposition
76
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after the payment of forecasted operating expenses and interest
payments, including interest payments on existing swap
agreements and policy provider fees.
(3)
For this non-recourse financing, includes principal payments
based on amortization schedules so that the loan to assumed
aircraft values are held constant through the June 2012 payment
date; thereafter, estimated principal payments for this
financing are based on excess cash flows available from
forecasted lease rentals, net maintenance funding and proceeds
from asset disposition after the payment of forecasted operating
expenses and interest payments, including interest payments on
existing swap agreements and policy provider fees. Payments due
in less than one year includes repayments of $57.5 million
related to contracted sales of six aircraft.
(4)
Includes scheduled principal payments through May 2013, after
which all excess cash flow is required to reduce the principal
balances of the indebtedness until maturity in May 2015.
(5)
Includes scheduled principal payments based upon fixed rate,
12 year, fully amortizing loans.
(6)
Includes principal payments based upon the scheduled delivery of
aircraft. The final maturity date is the earlier of the delivery
date or nine months after the scheduled delivery date.
(7)
Future interest payments on variable rate, LIBOR-based debt
obligations are estimated using the interest rate in effect at
December 31, 2010.
(8)
Future interest payments on derivative financial instruments are
estimated using the spread between the floating interest rates
and the fixed interest rates in effect at December 31, 2010.
(9)
Represents contractual payment obligations for our office leases
in Stamford, Connecticut; Dublin, Ireland and Singapore.
(10)
At December 31, 2010, we had aircraft purchase agreements
including the acquisition of eight New A330 Aircraft from Airbus.
77
Table of Contents
Derivative Assets
Future
Current
Maximum
Notional
Effective
Maturity
Notional
Floating
Fixed
Balance Sheet
Amount
Date
Date
Amount
Rate
Rate
Location
Fair Value
(Dollars in thousands)
designated as cash flow hedges :
Jul-11
Jul-23
3M LIBOR
4.0%
Fair value of
derivative assets
(1)
In October 2010, we paid $119 for an option that expires
July 13, 2011 and gives us the right to enter into a
forward starting swap with an amortizing notional of $67,000.
Although this interest rate derivative is hedging the interest
payments related to the ECA Financing of our July 2011 delivery
in the New A330 Aircraft portfolio, we have not designated this
interest rate derivative as
78
Table of Contents
a cash flow hedge for accounting purposes. As such, all mark to
market adjustments related to this contract are being charged to
other income (expense) on our consolidated statement of income.
The amount charged to other income (expense) through
December 31, 2010 was income in the amount of $255.
Derivative Liabilities
Future
Current
Maximum
Notional
Effective
Maturity
Notional
Floating
Fixed
Balance Sheet
Amount
Date
Date
Amount
Rate
Rate
Location
Fair Value
(Dollars in thousands)
$
427,575
Jun-06
Jun-16
$
427,575
1M LIBOR
+ 0.27%
5.78%
Fair value of
derivative liabilities
$
58,098
994,059
Jun-07
Jun-12
994,059
1M LIBOR
5.25%
to
5.36%
Fair value of
derivative liabilities
66,306
582,564
Jun-08
May-13
582,564
1M LIBOR
4.04%
Fair value of
derivative liabilities
38,816
May-13
May-15
478,044
1M LIBOR
5.31%
Fair value of
derivative liabilities
16,365
$
2,004,198
$
2,482,242
$
179,585
(1)
The interest payments related to Term Financing No. 1 are
being hedged by two consecutive interest rate derivatives. When
the first matures in May 2013, the next becomes effective.
79
Table of Contents
Amount of
Deferred
(Gain) or
Loss
Unamortized
Expected to
Deferred
Amount of Deferred (Gain) or Loss
be
Original
Deferred
(Gain) or
Amortized (including Accelerated
Amortized
Maximum
(Gain) or
Loss at
Amortization) into Interest Expense
Over the
Notional
Effective
Maturity
Fixed
Termination
Loss Upon
December 31,
For the Year Ended December 31,
Next Twelve
Amount
Date
Date
Rate %
Date
Termination
2010
2008
2009
2010
Months
(Dollars in thousands)
$
400,000
Dec-05
Aug-10
4.61
Jun-06
$
(12,968
)
$
$
(3,214
)
$
(3,083
)
$
(1,418
)
$
200,000
Dec-05
Dec-10
5.03
Jun-06
(2,541
)
(892
)
(422
)
(297
)
500,000
Mar-06
Mar-11
5.07
Jun-07
(2,687
)
(122
)
(746
)
(711
)
(675
)
(122
)
200,000
Jan-07
Aug-12
5.06
Jun-07
(1,850
)
(523
)
(386
)
(368
)
(350
)
(333
)
410,000
Feb-07
Apr-17
5.14
Jun-07
(3,119
)
(1,663
)
(487
)
(398
)
(348
)
(353
)
150,000
Jul-07
Dec-17
5.14
Mar-08
15,281
9,485
1,825
2,055
1,916
1,779
440,000
Jun-07
Feb-13
4.88
Partial Mar-08
Full Jun-08
26,281
10,340
4,364
5,989
5,588
5,185
248,000
Aug-07
May-13
5.33
Jun-08
9,888
3,690
1,299
2,222
2,677
1,612
55,000
May-08
Mar-14
5.41
Jun-08
2,380
2,380
360,000
Jan-08
Feb-19
5.16
Partial Jun-08
Full Oct-08
23,077
10,170
8,499
2,585
1,823
1,328
74,000
Feb-06
Jul-10
5.02
Feb-08
878
878
5,000
Dec-05
Sep-09
4.94
Mar-08
144
144
2,900
Jun-05
Mar-13
4.21
Jun-08
(19
)
(19
)
238,000
Jan-11
Apr-16
5.23
Dec-08
19,430
18,432
985
13
2,841
231,000
Apr-10
Oct-15
5.17
Partial Jun-08
Full Dec-08
15,310
11,732
1,582
1,291
705
2,538
203,000
Jun-07
Jan-12
4.89
Dec-08
2,728
(1)
1,264
1,464
238,000
Jul-11
Sep-16
5.27
Dec-08
17,254
15,969
1,285
421
$
109,467
$
77,510
$
16,491
$
12,894
$
9,634
$
14,896
(1)
The deferred loss for this swap is related to the period prior
to de-designation.
80
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81
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Year Ended December 31,
2008
2009
2010
(Dollars in thousands)
$
16,623
$
463
$
5,039
11,963
4,924
766
3,525
7,970
8,868
1,003
16,491
12,894
9,634
$
33,114
$
13,357
$
14,673
$
(11,446
)
$
959
$
(860
)
$
(11,446
)
$
959
$
(860
)
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Year Ended December 31,
2008
2009
2010
(Dollars in thousands)
$
115,291
$
102,492
$
65,816
201,759
209,481
220,476
(1,815
)
11,229
20,081
203,529
169,810
178,262
7,541
8,660
6,596
$
526,305
$
501,672
$
491,231
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Year Ended December 31,
2008
2009
2010
(Dollars in thousands)
$
115,291
$
102,492
$
65,816
29,589
5,387
5,805
11,446
(959
)
860
(6,525
)
(1,162
)
(7,084
)
245
(4,965
)
2,471
4,000
150,046
104,793
67,868
201,759
209,481
220,476
(1,815
)
11,229
20,081
$
349,990
$
325,503
$
308,425
(1)
Included in Interest, net.
(2)
Included in Other income (expense).
Year Ended December 31,
2008
2009
2010
77,750,136
77,986,155
78,488,031
895,978
1,317,547
1,118,542
78,646,114
79,303,702
79,606,573
Year Ended December 31,
2008
2009
2010
98.86
%
98.34
%
98.59
%
1.14
%
1.66
%
1.41
%
100.00
%
100.00
%
100.00
%
Year Ended December 31,
2008
2009
2010
77,750,136
77,986,155
78,488,031
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Year Ended December 31,
2008
2009
2010
(Dollars in thousands, except per share amounts)
$
150,046
$
104,793
$
67,868
(1,709
)
(1,741
)
(954
)
$
148,337
$
103,052
$
66,914
$
1.91
$
1.32
$
0.85
$
1.91
$
1.32
$
0.85
Year Ended December 31,
2008
2009
2010
(Dollars in thousands, except per share amounts)
$
349,990
$
325,503
$
308,425
(3,987
)
(5,408
)
(4,334
)
$
346,003
$
320,095
$
304,091
$
4.45
$
4.10
$
3.87
$
4.45
$
4.10
$
3.87
(a)
For the years ended December 31, 2008, 2009 and 2010,
distributed and undistributed earnings to restricted shares is
1.14%, 1.66% and 1.41%, respectively, of net income. The amount
of restricted share forfeitures for all periods presented is
immaterial to the allocation of distributed and undistributed
earnings.
(b)
For the years ended December 31, 2008, 2009 and 2010, we
have no dilutive shares.
depreciation and amortization, though not directly affecting our
current cash position, represent the wear and tear
and/or
reduction in value of our aircraft, which affects the
aircrafts availability for use and may be indicative of
future needs for capital expenditures;
the cash portion of income tax (benefit) provision generally
represents charges (gains), which may significantly affect our
financial results;
Table of Contents
elements of our interest rate derivative accounting may be used
to evaluate the effectiveness of our hedging policy; and
gains and losses from asset sales, which may not reflect the
overall financial return of the asset, may be an indicator of
the current value of our portfolio of assets.
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Table of Contents
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES.
87
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88
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89
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ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
91
Table of Contents
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
92
Table of Contents
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
E-1
(B) | EXHIBIT INDEX |
E-2
Exhibit No.
|
Description of Exhibit | |||
10 | .11 | Letter Agreement, dated February 24, 2006, between Aircastle Advisor LLC and Joseph Schreiner (incorporated by reference to Exhibit 10.11 to the Companys Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). # | ||
10 | .12 | Letter Agreement, dated April 29, 2005, between Aircastle Advisor LLC and Jonathan Lang (incorporated by reference to Exhibit 10.12 to the Companys Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). # | ||
10 | .13 | Letter Agreement, dated March 8, 2006 between Aircastle Advisor LLC and Jonathan M. Lang (incorporated by reference to Exhibit 10.13 to the Companys Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). # | ||
10 | .14 | Letter Agreement, dated January 8, 2007, between Aircastle Advisor LLC and Michael Platt (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on January 9, 2007). # | ||
10 | .15 | Subscription Agreement, dated as of April 28, 2006, between Aircastle Limited and Ueberroth Family Trust (incorporated by reference to Exhibit 10.18 to the Companys Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). | ||
10 | .16 | Trust Indenture, dated as of June 15, 2006, among ACS Aircraft Finance Bermuda Limited, as Issuer, ACS Aircraft Finance Ireland PLC, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as the Trustee under the Indenture, CALYON, Financial Guaranty Insurance Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference to Exhibit 10.26 to the Companys Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006). | ||
10 | .17 | Trust Indenture, dated as of June 15, 2006, among ACS Aircraft Finance Ireland PLC, as Issuer, ACS Aircraft Finance Bermuda Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as the Trustee under the Indenture, CALYON, Financial Guaranty Insurance Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference to Exhibit 10.27 to the Companys Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006). | ||
10 | .18 | Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.28 to the Companys Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006). # | ||
10 | .19 | Form of Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.31 to the Companys Registration Statement on Form S-1 (Amendment No. 3) (No. 333-134669) filed on August 2, 2006). | ||
10 | .20 | Employment Letter, dated April 12, 2007, between Aircastle Advisor LLC and Michael Inglese (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on April 16, 2007). # | ||
10 | .21 | Separation Agreement, dated April 12, 2007, between Aircastle Advisor LLC and Mark Zeidman (incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed with the SEC on April 16, 2007).# | ||
10 | .22 | Trust Indenture, dated as of June 8, 2007, among ACS 2007-1 Limited, as Issuer, ACS Aircraft Finance Ireland 2 Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as the Trustee under the Indenture, HSH Nordbank AG, New York Branch, Financial Guaranty Insurance Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on June 12, 2007). |
E-3
Exhibit No.
|
Description of Exhibit | |||
10 | .23 | Trust Indenture, dated as of June 8, 2007, among ACS Aircraft Finance Ireland 2 Limited, as Issuer, ACS 2007-1 Limited, as Guarantor, Deutsche Bank Trust Company Americas, in its capacity as the Cash Manager, Deutsche Bank Trust Company Americas, in its capacity as the person accepting appointment as the Trustee under the Indenture, HSH Nordbank AG, New York Branch, Financial Guaranty Insurance Company and Deutsche Bank Trust Company Americas, in its capacity as the Drawing Agent (incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed with the SEC on June 12, 2007). | ||
10 | .24 | Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.43 to the Companys quarterly report on Form 10-Q filed with the SEC on August 14, 2007). | ||
10 | .25 | Amendment No. 1 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K filed on March 5, 2010). ◊ | ||
10 | .26 | Amendment No. 2 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K filed on March 5, 2010). ◊ | ||
10 | .27 | Amendment No. 3 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .28 | Amendment No. 4 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .29 | Amendment No. 5 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .30 | Amendment No. 6 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .31 | Amendment No. 7 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .32 | Amendment No. 8 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.31 to the Companys Annual Report on Form 10-K filed on March 5, 2010). | ||
10 | .33 | Amendment No. 9 to the Acquisition Agreement, dated as of June 20, 2007, by and between AYR Freighter LLC and Airbus SAS (incorporated by reference to Exhibit 10.1 to the Companys quarterly report on Form 10-Q filed with the SEC on August 10, 2010). | ||
10 | .34 | Credit Agreement (2008-B), dated as of May 2, 2008, by and among ACS 2008-1 Limited and ACS Aircraft Finance Ireland 3 Limited, as Borrowers, each lender from time to time party thereto, as Lenders, Calyon New York Branch, as Sole Bookrunner and Facility Agent, and Calyon New York Branch, HSH Nordbank AG, KfW Ipex-Bank GmbH and DVB Bank AG, as Joint Lead Arrangers (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Companys current report on Form 8-K filed with the SEC on May 5, 2008). | ||
10 | .35 | Intercreditor Agreement, dated as of May 2, 2008, by and among ACS 2008-1 Limited, as Borrower, ACS Aircraft Finance Ireland 3 Limited, as Guarantor, Aircastle Advisor LLC, as Administrative Agent, Calyon New York Branch, as Facility Agent, Collateral Agent and Liquidity Facility Provider, and Deutsche Bank Trust Company Americas, as Operating Bank (incorporated by reference to Amendment No. 1 to Exhibit 10.2 to the Companys current report on Form 8-K filed with the SEC on May 5, 2008). |
E-4
Exhibit No.
|
Description of Exhibit | |||
10 | .36 | Intercreditor Agreement, dated as of May 2, 2008, by and among ACS Aircraft Finance Ireland 3 Limited, as Borrower, ACS 2008-1 Limited, as Guarantor, Aircastle Advisor LLC, as Administrative Agent, Calyon New York Branch, as Facility Agent, Collateral Agent and Liquidity Facility Provider and Deutsche Bank Trust Company Americas, as Operating Bank (incorporated by reference to Amendment No. 1 to Exhibit 10.3 to the Companys current report on Form 8-K filed with the SEC on May 5, 2008). | ||
10 | .37 | Amendment No. 1 to Intercreditor Agreement, dated as of May 2, 2008, by and among ACS 2008-1 Limited, as Borrower, ACS Aircraft Finance Ireland 3 Limited, as Guarantor, Aircastle Advisor LLC, as Administrative Agent, Credit Agricole Corporate and Investment Bank (formerly known as Calyon New York Branch), as Facility Agent, Collateral Agent and Liquidity Facility Provider and Deutsche Bank Trust Company, Americas, as Operating Bank (incorporated by reference to Exhibit 10. to the Companys quarterly report on Form 10-Q filed with the SEC on August 10, 2010). | ||
10 | .38 | Form of Lease Agreement, dated as of December 16, 2009, between Wells Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity but solely as Owner Trustee, as Lessor and South African Airways (PTY) Ltd., as Lessee (incorporated by reference to Exhibit 10.35 to the Companys Annual Report on Form 10-K filed on March 5, 2010). ◊ | ||
10 | .39 | Amendment No. 1 to Form of Lease Agreement, dated as of December 16, 2009, between Wells Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity but solely as Owner Trustee, as Lessor and South African Airways (PTY) Ltd., as Lessee (incorporated by reference to Exhibit 10.2 to the Companys quarterly report on Form 10-Q filed with the SEC on August 10, 2010). ◊ | ||
10 | .40 | Form of Lease Novation Agreement, dated as of December 15, 2010, by and among Wells Fargo Bank Northwest, National Association, a US national banking association, not in its individual capacity but solely as Owner Trustee, as Existing Lessor, South African Airways (PTY) Ltd., as Lessee, and the New Lessor (as defined therein). Δ | ||
10 | .41 | Separation Agreement, dated May 3, 2010, by and among Aircastle Limited, Aircastle Advisor LLC and Michael Platt (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on May 4, 2010). # | ||
10 | .42 | Letter Agreement, dated July 13, 2010, between Aircastle Advisor LLC and Ron Wainshal (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on July 15, 2010). # | ||
10 | .43 | Registration Rights Agreement, dated as of July 30, 2010, by and among Aircastle Limited and Citigroup Global Markets Inc., as representative of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed with the SEC on August 4, 2010). | ||
10 | .44 | Employment Agreement, dated as of December 7, 2010, by and between Aircastle Advisor LLC and J. Robert Peart (incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on December 8, 2010). # | ||
10 | .45 | Form of Senior Executive Employment Agreement (incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed with the SEC on December 8, 2010). # | ||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges Δ | ||
21 | .1 | Subsidiaries of the Registrant Δ | ||
23 | .1 | Consent of Ernst & Young LLP Δ | ||
31 | .1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Δ | ||
31 | .2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Δ |
E-5
# | Management contract or compensatory plan or arrangement. | |
Δ | Filed herewith. | |
◊ | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
E-6
Page No. | ||
Consolidated Financial Statements
|
||
Report of Independent Registered Public Accounting Firm
|
F-2 | |
Consolidated Balance Sheets at December 31, 2009 and 2010
|
F-3 | |
Consolidated Statements of Income for the years ended
December 31, 2008, 2009 and 2010
|
F-4 | |
Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2009 and 2010
|
F-5 | |
Consolidated Statements of Changes in Shareholders Equity
and Comprehensive Income (Loss) for the years ended
December 31, 2008, 2009 and 2010
|
F-6 | |
Notes to Consolidated Financial Statements
|
F-7 |
F-1
F-2
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F-3
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Revenues:
|
||||||||||||
Lease rental revenue
|
$ | 542,270 | $ | 511,459 | $ | 531,076 | ||||||
Amortization of net lease discounts and lease incentives
|
1,815 | (11,229 | ) | (20,081 | ) | |||||||
Maintenance revenue
|
34,460 | 58,733 | 15,703 | |||||||||
Total lease rentals
|
578,545 | 558,963 | 526,698 | |||||||||
Interest income
|
3,174 | 1,924 | | |||||||||
Other revenue
|
868 | 9,698 | 1,012 | |||||||||
Total revenues
|
582,587 | 570,585 | 527,710 | |||||||||
Expenses:
|
||||||||||||
Depreciation
|
201,759 | 209,481 | 220,476 | |||||||||
Interest, net
|
203,529 | 169,810 | 178,262 | |||||||||
Selling, general and administrative (including non-cash share
based payment expense of $6,529, $6,868 and $7,509, respectively)
|
46,806 | 46,016 | 45,774 | |||||||||
Impairment of aircraft
|
| 18,211 | 7,342 | |||||||||
Maintenance and other costs
|
3,982 | 19,431 | 9,612 | |||||||||
Total expenses
|
456,076 | 462,949 | 461,466 | |||||||||
Other income (expense):
|
||||||||||||
Gain on sale of flight equipment
|
6,525 | 1,162 | 7,084 | |||||||||
Other
|
(10,204 | ) | 2,354 | (916 | ) | |||||||
Total other income (expense)
|
(3,679 | ) | 3,516 | 6,168 | ||||||||
Income from continuing operations before income taxes
|
122,832 | 111,152 | 72,412 | |||||||||
Income tax provision
|
7,541 | 8,660 | 6,596 | |||||||||
Net income
|
$ | 115,291 | $ | 102,492 | $ | 65,816 | ||||||
Earnings per common share Basic:
|
||||||||||||
Net income per share
|
$ | 1.47 | $ | 1.29 | $ | 0.83 | ||||||
Earnings per common share Diluted:
|
||||||||||||
Net income per share
|
$ | 1.47 | $ | 1.29 | $ | 0.83 | ||||||
Dividends declared per share
|
$ | 0.85 | $ | 0.40 | $ | 0.40 | ||||||
F-4
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 115,291 | $ | 102,492 | $ | 65,816 | ||||||
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||||||
Depreciation
|
201,759 | 209,481 | 220,476 | |||||||||
Amortization of deferred financing costs
|
13,603 | 12,232 | 15,065 | |||||||||
Amortization of net lease discounts and lease incentives
|
(1,815 | ) | 11,229 | 20,081 | ||||||||
Deferred income taxes
|
4,913 | 6,176 | 3,727 | |||||||||
Accretion of purchase discounts on debt investments
|
(579 | ) | (469 | ) | | |||||||
Non-cash share based payment expense
|
6,529 | 6,868 | 7,509 | |||||||||
Cash flow hedges reclassified into earnings
|
16,491 | 12,894 | 9,634 | |||||||||
Ineffective portion of cash flow hedges
|
16,623 | 463 | 5,039 | |||||||||
Security deposits and maintenance payments included in earnings
|
(37,885 | ) | (47,934 | ) | (14,004 | ) | ||||||
Gain on the sale of flight equipment
|
(6,525 | ) | (1,162 | ) | (7,084 | ) | ||||||
Loss (gain) on sale of debt investments
|
245 | (4,965 | ) | | ||||||||
Impairment of aircraft
|
| 18,211 | 7,342 | |||||||||
Other
|
11,445 | (959 | ) | 848 | ||||||||
Changes on certain assets and liabilities:
|
||||||||||||
Accounts receivable
|
1,439 | 364 | (412 | ) | ||||||||
Restricted cash and cash equivalents
|
(21,306 | ) | (25,211 | ) | 16,782 | |||||||
Other assets
|
559 | (1,796 | ) | (3,097 | ) | |||||||
Accounts payable, accrued expenses, other liabilities and
payable to affiliates
|
3,364 | (3,189 | ) | 18,478 | ||||||||
Lease rentals received in advance
|
(2,345 | ) | 6,086 | 8,672 | ||||||||
Net cash provided by operating activities
|
321,806 | 300,811 | 374,872 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Acquisition and improvement of flight equipment
|
(264,586 | ) | (215,117 | ) | (465,529 | ) | ||||||
Proceeds from sale of flight equipment
|
180,112 | 11,601 | 68,622 | |||||||||
Aircraft purchase deposits and progress payments, net of
returned deposits
|
9,545 | (83,081 | ) | (144,143 | ) | |||||||
Principal repayments on and proceeds from sale of debt
investments
|
77,136 | 17,247 | | |||||||||
Collateral call payments on derivatives and repurchase agreements
|
(404,012 | ) | | | ||||||||
Collateral call receipts on derivatives and repurchase agreements
|
439,892 | | | |||||||||
Other
|
(447 | ) | (84 | ) | (65 | ) | ||||||
Net cash (used in) provided by investing activities
|
37,640 | (269,434 | ) | (541,115 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Repurchase of shares from directors and employees
|
(1,270 | ) | (262 | ) | (1,663 | ) | ||||||
Proceeds from securitizations, notes and term debt financings
|
992,715 | 142,228 | 547,719 | |||||||||
Securitization and term debt financing repayments
|
(194,155 | ) | (153,964 | ) | (304,533 | ) | ||||||
Credit facility borrowings
|
482,723 | | | |||||||||
Credit facility repayments
|
(1,280,909 | ) | | | ||||||||
Deferred financing costs
|
(24,183 | ) | (6,127 | ) | (15,365 | ) | ||||||
Restricted secured liquidity facility collateral
|
| (81,000 | ) | 6,000 | ||||||||
Secured liquidity facility collateral
|
| 81,000 | (6,000 | ) | ||||||||
Principal repayments on repurchase agreements
|
(67,744 | ) | | | ||||||||
Security deposits received
|
12,149 | 52,351 | 14,218 | |||||||||
Security deposits returned
|
(10,792 | ) | (14,687 | ) | (14,281 | ) | ||||||
Maintenance payments received
|
93,947 | 84,030 | 119,118 | |||||||||
Maintenance payments returned
|
(26,516 | ) | (38,837 | ) | (46,174 | ) | ||||||
Payments for terminated cash flow hedges and payment for option
|
(154,064 | ) | (2,758 | ) | (3,705 | ) | ||||||
Dividends paid
|
(113,946 | ) | (31,632 | ) | (31,800 | ) | ||||||
Net cash provided by (used in) financing activities
|
(292,045 | ) | 30,342 | 263,534 | ||||||||
Net increase in cash and cash equivalents
|
67,401 | 61,719 | 97,291 | |||||||||
Cash and cash equivalents at beginning of year
|
13,546 | 80,947 | 142,666 | |||||||||
Cash and cash equivalents at end of year
|
$ | 80,947 | $ | 142,666 | $ | 239,957 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid during the year for interest, net of capitalized
interest
|
$ | 160,892 | $ | 145,573 | $ | 136,596 | ||||||
Cash paid during the year for income taxes
|
$ | 6,007 | $ | 1,782 | $ | 3,528 | ||||||
Supplemental disclosures of non-cash investing activities:
|
||||||||||||
Security deposits, maintenance liabilities and other liabilities
settled in sale of flight equipment
|
$ | | $ | 2,556 | $ | 100 | ||||||
Advance lease rentals, security deposits and maintenance
reserves assumed in asset acquisitions
|
$ | | $ | | $ | 20,204 | ||||||
Supplemental disclosures of non-cash financing activities:
|
||||||||||||
Advance lease rentals converted to maintenance reserves
|
$ | | $ | | $ | 1,750 | ||||||
Security deposits converted to advance lease rentals
|
$ | | $ | | $ | 730 | ||||||
Security deposits converted to maintenance payment liabilities
|
$ | | $ | 11,110 | $ | | ||||||
F-5
Common Shares |
Accumulated
|
|||||||||||||||||||||||||||
Additional
|
Retained
|
Other
|
Total
|
Total
|
||||||||||||||||||||||||
Paid-In
|
Earnings
|
Comprehensive
|
Shareholders
|
Comprehensive
|
||||||||||||||||||||||||
Shares | Amount | Capital | (Deficit) | Income (Loss) | Equity | Income (Loss) | ||||||||||||||||||||||
Balance, December 31, 2007
|
78,574,657 | $ | 786 | $ | 1,468,140 | $ | (48,960 | ) | $ | (125,389 | ) | $ | 1,294,577 | |||||||||||||||
Issuance of common shares to directors and employees
|
104,653 | 1 | (1 | ) | | | | |||||||||||||||||||||
Repurchase of common shares from directors and employees
|
(58,990 | ) | (1 | ) | (1,269 | ) | | | (1,270 | ) | ||||||||||||||||||
Amortization of share based payments
|
| | 6,529 | | | 6,529 | ||||||||||||||||||||||
Excess tax benefit from stock based compensation
|
| | 1,056 | | | 1,056 | ||||||||||||||||||||||
Dividends declared
|
| | | (66,804 | ) | | (66,804 | ) | ||||||||||||||||||||
Net income
|
| | | 115,291 | | 115,291 | $ | 115,291 | ||||||||||||||||||||
Net change in fair value of derivatives, net of $2,602 tax
benefit
|
| | | | (245,407 | ) | (245,407 | ) | (245,407 | ) | ||||||||||||||||||
Net derivative loss reclassified into earnings
|
| | | | 16,491 | 16,491 | 16,491 | |||||||||||||||||||||
Net change in unrealized fair value of debt investments
|
| | | | (8,297 | ) | (8,297 | ) | (8,297 | ) | ||||||||||||||||||
Total comprehensive (loss)
|
| | | | | | $ | (121,922 | ) | |||||||||||||||||||
Balance, December 31, 2008
|
78,620,320 | 786 | 1,474,455 | (473 | ) | (362,602 | ) | 1,112,166 | ||||||||||||||||||||
Issuance of common shares to directors and employees
|
983,532 | 10 | (10 | ) | | | | |||||||||||||||||||||
Repurchase of common shares from directors and employees
|
(53,431 | ) | | (262 | ) | | | (262 | ) | |||||||||||||||||||
Amortization of share based payments
|
| | 6,868 | | | 6,868 | ||||||||||||||||||||||
Excess tax benefit from stock based compensation
|
| | (1,056 | ) | | | (1,056 | ) | ||||||||||||||||||||
Dividends declared
|
| | | (31,725 | ) | | (31,725 | ) | ||||||||||||||||||||
Net income
|
| | | 102,492 | | 102,492 | $ | 102,492 | ||||||||||||||||||||
Net change in fair value of derivatives, net of $1,473 tax
expense
|
| | | | 92,396 | 92,396 | 92,396 | |||||||||||||||||||||
Net derivative loss reclassified into earnings
|
| | | | 12,894 | 12,894 | 12,894 | |||||||||||||||||||||
Gain on debt investments reclassified into earnings
|
| | | | (4,965 | ) | (4,965 | ) | (4,965 | ) | ||||||||||||||||||
Net change in unrealized fair value of debt investments
|
| | | | 2,429 | 2,429 | 2,429 | |||||||||||||||||||||
Total comprehensive income
|
| | | | | | $ | 205,246 | ||||||||||||||||||||
Balance, December 31, 2009
|
79,550,421 | 796 | 1,479,995 | 70,294 | (259,848 | ) | 1,291,237 | |||||||||||||||||||||
Issuance of common shares to directors and employees
|
258,105 | 2 | (2 | ) | | | | |||||||||||||||||||||
Repurchase of common shares from directors and employees
|
(168,241 | ) | (2 | ) | (1,661 | ) | | | (1,663 | ) | ||||||||||||||||||
Amortization of share based payments
|
| | 7,509 | | | 7,509 | ||||||||||||||||||||||
Dividends declared
|
| | | (31,809 | ) | | (31,809 | ) | ||||||||||||||||||||
Net income
|
| | | 65,816 | | 65,816 | $ | 65,816 | ||||||||||||||||||||
Net change in fair value of derivatives, net of $268 tax expense
|
| | | | 1,994 | 1,994 | 1,994 | |||||||||||||||||||||
Net derivative loss reclassified into earnings
|
| | | | 9,634 | 9,634 | 9,634 | |||||||||||||||||||||
Total comprehensive income
|
| | | | | | $ | 77,444 | ||||||||||||||||||||
Balance, December 31, 2010
|
79,640,285 | $ | 796 | $ | 1,485,841 | $ | 104,301 | $ | (248,220 | ) | $ | 1,342,718 | ||||||||||||||||
F-6
Note 1. | Summary of Significant Accounting Policies |
F-7
| flight equipment where estimates of the manufacturers realized sales prices are not relevant (e.g., freighter conversions); | |
| flight equipment where estimates of the manufacturers realized sales prices are not readily available; and | |
| flight equipment which may have a shorter useful life due to obsolescence. |
F-8
F-9
F-10
F-11
F-12
Note 2. | Fair Value Measurements |
| Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. | |
| Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. |
F-13
| Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. |
| Market approach Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. | |
| Income approach Uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts. | |
| Cost approach Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). |
Fair Value
|
Fair Value Measurements at December 31, 2009
|
|||||||||||||||||||
as of
|
Using Fair Value Hierarchy | |||||||||||||||||||
December 31,
|
Valuation
|
|||||||||||||||||||
2009 | Level 1 | Level 2 | Level 3 | Technique | ||||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 142,666 | $ | 142,666 | $ | | $ | | Market | |||||||||||
Restricted cash and cash equivalents
|
207,834 | 207,834 | | | Market | |||||||||||||||
Total
|
$ | 350,500 | $ | 350,500 | $ | | $ | | ||||||||||||
Liabilities:
|
||||||||||||||||||||
Derivative liabilities
|
$ | 179,279 | $ | | $ | 140,372 | $ | 38,907 | Income | |||||||||||
Fair Value
|
Fair Value Measurements at December 31, 2010
|
|||||||||||||||||||
as of
|
Using Fair Value Hierarchy | |||||||||||||||||||
December 31,
|
Valuation
|
|||||||||||||||||||
2010 | Level 1 | Level 2 | Level 3 | Technique | ||||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 239,957 | $ | 239,957 | $ | | $ | | Market | |||||||||||
Restricted cash and cash equivalents
|
191,052 | 191,052 | | | Market | |||||||||||||||
Derivative assets
|
374 | | 374 | | Income | |||||||||||||||
Total
|
$ | 431,383 | $ | 431,009 | $ | 374 | $ | | ||||||||||||
Liabilities:
|
||||||||||||||||||||
Derivative liabilities
|
$ | 179,585 | $ | | $ | 124,404 | $ | 55,181 | Income | |||||||||||
F-14
F-15
Assets | Liabilities | |||||||
Debt
|
Derivative
|
|||||||
Investments | Liabilities | |||||||
Balance as of December 31, 2008
|
$ | 14,349 | $ | (66,321 | ) | |||
Transfers into Level 3
|
| | ||||||
Transfers out of Level 3
|
| | ||||||
Total gains/(losses), net:
|
||||||||
Included in other income (expense)
|
| (580 | ) | |||||
Included in interest income
|
469 | | ||||||
Included in interest expense
|
| 36 | ||||||
Included in other comprehensive income
|
(2,536 | ) | 27,958 | |||||
Purchases, issuances, sales and settlements:
|
||||||||
Purchases
|
| | ||||||
Issuances
|
| | ||||||
Sales
|
(8,495 | ) | | |||||
Settlements
|
(3,787 | ) | | |||||
Balance as of December 31, 2009
|
| (38,907 | ) | |||||
Transfers into Level 3
|
| | ||||||
Transfers out of Level 3
|
| | ||||||
Total gains/(losses), net:
|
||||||||
Included in other income (expense)
|
| (571 | ) | |||||
Included in interest expense
|
| (154 | ) | |||||
Included in other comprehensive income
|
| (15,549 | ) | |||||
Purchases, issuances, sales and settlements:
|
||||||||
Purchases
|
| | ||||||
Issuances
|
| | ||||||
Sales
|
| | ||||||
Settlements
|
| | ||||||
Balance as of December 31, 2010
|
$ | | $ | (55,181 | ) | |||
F-16
December 31, 2009 | December 31, 2010 | |||||||||||||||
Carrying Amount
|
Fair Value
|
Carrying Amount
|
Fair Value
|
|||||||||||||
of Asset
|
of Asset
|
of Asset
|
of Asset
|
|||||||||||||
(Liability) | (Liability) | (Liability) | (Liability) | |||||||||||||
Securitizations and term debt financings
|
(2,324,972 | ) | (2,037,718 | ) | (2,056,012 | ) | (1,829,277 | ) | ||||||||
ECA term financings
|
(139,588 | ) | (140,984 | ) | (267,311 | ) | (273,203 | ) | ||||||||
A330 PDP Facility
|
| | (88,487 | ) | (88,487 | ) | ||||||||||
2010-1
Notes
|
| | (296,148 | ) | (328,500 | ) |
Note 3. | Lease Rental Revenues and Flight Equipment Held for Lease |
Year Ending December 31,
|
Amount | |||
2011
|
$ | 557,709 | ||
2012
|
493,318 | |||
2013
|
385,616 | |||
2014
|
300,570 | |||
2015
|
250,814 | |||
Thereafter
|
544,734 | |||
Total
|
$ | 2,532,761 | ||
F-17
Year Ended December 31, | ||||||||||||||||
Region
|
2008 | 2009 | 2010 | |||||||||||||
Europe
|
46 | % | 46 | % | 45 | % | ||||||||||
Asia
|
24 | % | 20 | % | 21 | % | ||||||||||
North America
|
13 | % | 16 | % | 15 | % | ||||||||||
Latin America
|
7 | % | 7 | % | 9 | % | ||||||||||
Middle East and Africa
|
10 | % | 11 | % | 10 | % | ||||||||||
Total
|
100 | % | 100 | % | 100 | % | ||||||||||
2008 | 2009 | 2010 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
Total
|
Total
|
Total
|
||||||||||||||||||||||
Country
|
Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||
United States
|
$ | 55,610 | 10 | % | $ | 65,662 | 12 | % | $ | 66,847 | 13 | % | ||||||||||||
Netherlands
|
57,693 | 10 | % | 67,372 | 12 | % | 56,057 | 11 | % | |||||||||||||||
China
|
| | % | | | % | 60,181 | 11 | % |
December 31, 2009 | December 31, 2010 | |||||||||||||||
Number of
|
Net Book
|
Number of
|
Net Book
|
|||||||||||||
Region
|
Aircraft | Value % | Aircraft | Value % | ||||||||||||
Europe
|
58 | 46 | % | 66 | 46 | % | ||||||||||
Asia
|
30 | (1) | 20 | % | 35 | 26 | % | |||||||||
North America
|
15 | 12 | % | 14 | 10 | % | ||||||||||
Latin America
|
10 | 9 | % | 11 | 8 | % | ||||||||||
Middle East and Africa
|
13 | 12 | % | 10 | 10 | % | ||||||||||
Off-lease
|
3 | (2) | 1 | % | | | % | |||||||||
Total
|
129 | 100 | % | 136 | 100 | % | ||||||||||
F-18
(1) | Includes one Boeing Model 737-400 aircraft which was being converted to freighter configuration and for which we had an executed lease with a carrier in Asia post-conversion and which we delivered in the first quarter of 2010. | |
(2) | Includes one Boeing Model 737-300 aircraft which was returned to us on a consensual early lease termination in the third quarter of 2009 and which was delivered to a customer on lease in the second quarter of 2010 and two Boeing Model 757-200 aircraft which were returned to us early on a consensual basis in the third quarter of 2009, one of which was sold in the second quarter of 2010 and the other which was sold in the third quarter of 2010. |
December 31, 2009 | December 31, 2010 | |||||||||||||||||||||||
Net Book
|
Net Book
|
Number of
|
Net Book
|
Net Book
|
Number of
|
|||||||||||||||||||
Country
|
Value | Value % | Lessees | Value | Value % | Lessees | ||||||||||||||||||
China
(a)
|
$ | | | | $ | 518,545 | 13 | % | 5 | |||||||||||||||
Netherlands
|
435,796 | 11 | % | 3 | 410,086 | 10 | % | 3 |
(a) | The net book value of flight equipment attributable to China was less than 10% as of December 31, 2009. |
Note 4. | Variable Interest Entities |
F-19
F-20
Note 5. | Borrowings from Secured and Unsecured Debt Financings |
At
|
||||||||||||
December 31,
|
||||||||||||
2009 | At December 31, 2010 | |||||||||||
Outstanding
|
Outstanding
|
Final Stated
|
||||||||||
Debt Obligation
|
Borrowings | Borrowings | Interest Rate (1) | Maturity (2) | ||||||||
Secured Debt Financings:
|
||||||||||||
Securitization No. 1
|
$ | 436,091 | $ | 415,103 | 0.53% | 6/20/31 | ||||||
Securitization No. 2
|
1,061,566 | 997,713 | 0.53% | 6/14/37 | ||||||||
Term Financing No. 1
|
708,710 | 643,196 | 2.02% | 05/02/15 | ||||||||
Term Financing No. 2
|
118,605 | | N/A | N/A | ||||||||
ECA Term Financings
|
139,588 | 267,311 | 2.65% to 4.48% | 5/27/21 to 11/03/22 | ||||||||
A330 PDP Facility
|
| 88,487 | 2.76% | 12/01/11 (3) | ||||||||
Total secured debt financings
|
2,464,560 | 2,411,810 | ||||||||||
Unsecured Debt Financings:
|
||||||||||||
2010-1
Notes
|
| 296,148 | 9.75% | 08/01/18 | ||||||||
2010 Revolving Credit Facility
|
| | N/A | 09/28/13 | ||||||||
Total unsecured debt financings
|
| 296,148 | ||||||||||
Total secured and unsecured debt financings
|
$ | 2,464,560 | $ | 2,707,958 | ||||||||
(1) | Reflects floating rate in effect at the applicable reset date except for the ECA Term Financings, which are fixed rate. | |
(2) | For Securitization No. 1, Securitization No. 2 and Term Financing No. 1, all cash flows available after expenses and interest will be applied to debt amortization, if the debt is not refinanced by June 2011, June 2012, and May 2013, respectively. | |
(3) | Reflects the last scheduled delivery month for the six relevant new Airbus A330-200 delivery positions. The final maturity date is the earlier of the aircraft delivery date or nine months after the scheduled delivery month for the last scheduled delivery position. |
Available Liquidity | ||||||||||||||||||
Liquidity
|
December 31,
|
December 31,
|
Unused
|
Interest Rate
|
||||||||||||||
Facility
|
Facility Provider | 2009 | 2010 | Fee | on any Advances | |||||||||||||
Securitization No. 1
|
Calyon | $ | 42,000 | $ | 42,000 | 0.45 | % | 1M Libor + 1.00 | % | |||||||||
Securitization No. 2
|
HSH Nordbank AG (1) | 79,617 | 74,828 | 0.50 | % | 1M Libor + 0.75 | % | |||||||||||
Term Financing
No. 1 |
Calyon | 14,174 | 12,864 | 0.60 | % | 1M Libor + 1.20 | % |
(1) | Following a ratings downgrade with respect to the liquidity facility provider in May 2009, the liquidity facility was drawn and the proceeds, or permitted investments thereof, remain available to provide liquidity if required. Amounts drawn following a ratings downgrade with respect to the |
F-21
liquidity facility provider do not bear interest; however, net investment earnings will be paid to the liquidity facility provider and the unused fee continues to apply. |
F-22
F-23
F-24
F-25
F-26
2011
|
$ | 302,223 | (1) | |
2012
|
223,782 | |||
2013
|
301,047 | |||
2014
|
316,885 | |||
2015
|
635,234 | |||
Thereafter
|
932,639 | |||
Total
|
$ | 2,711,810 | ||
(1) | Includes repayments of $57,549 in 2011 related to contracted sales for six aircraft in 2011. |
F-27
Note 6. | Shareholders Equity and Share Based Payment |
F-28
Weighted
|
Fair Value of
|
|||||||||||
Average
|
Non-vested
|
|||||||||||
Shares
|
Grant Date
|
Shares at
|
||||||||||
Non vested Shares
|
(in 000s) | Fair Value | Grant Date | |||||||||
Non-vested at January 1, 2008
|
1,060.6 | $ | 22.89 | $ | 24,281 | |||||||
Granted
|
85.0 | 14.84 | 1,262 | |||||||||
Cancelled
|
(0.6 | ) | 28.89 | (17 | ) | |||||||
Vested
|
(238.2 | ) | 18.91 | (4,504 | ) | |||||||
Non-vested at December 31, 2008
|
906.8 | 23.18 | 21,022 | |||||||||
Granted
|
1,069.4 | 5.97 | 6,386 | |||||||||
Cancelled
|
(0.3 | ) | 28.89 | (9 | ) | |||||||
Vested
|
(297.7 | ) | 20.30 | (6,044 | ) | |||||||
Non-vested at December 31, 2009
|
1,678.2 | 12.73 | 21,355 | |||||||||
Granted
|
205.1 | 10.14 | 2,080 | |||||||||
Cancelled
|
(7.1 | ) | 9.62 | (69 | ) | |||||||
Vested
|
(712.5 | ) | 14.15 | (10,079 | ) | |||||||
Non-vested at December 31, 2010
|
1,163.7 | $ | 11.42 | $ | 13,287 | |||||||
F-29
Note 7. | Dividends |
Dividend
|
Aggregate
|
|||||||||||
per
|
Dividend
|
|||||||||||
Declaration Date
|
Common Share | Amount | Record Date | Payment Date | ||||||||
December 11, 2007
|
$ | 0.70 | $ | 55,004 | December 31, 2007 | January 15, 2008 | ||||||
March 24, 2008
|
$ | 0.25 | 19,640 | March 31, 2008 | April 15, 2008 | |||||||
June 11, 2008
|
$ | 0.25 | 19,647 | June 30, 2008 | July 15, 2008 | |||||||
September 11, 2008
|
$ | 0.25 | 19,655 | September 30, 2008 | October 15, 2008 | |||||||
December 22, 2008
|
$ | 0.10 | 7,862 | December 31, 2008 | January 15, 2009 | |||||||
March 13, 2009
|
$ | 0.10 | 7,923 | March 31, 2009 | April 15, 2009 | |||||||
June 10, 2009
|
$ | 0.10 | 7,923 | June 30, 2009 | July 15, 2009 | |||||||
September 10, 2009
|
$ | 0.10 | 7,924 | September 30, 2009 | October 15, 2009 | |||||||
December 14, 2009
|
$ | 0.10 | 7,955 | December 31, 2009 | January 15, 2010 | |||||||
March 12, 2010
|
$ | 0.10 | 7,951 | March 31, 2010 | April 15, 2010 | |||||||
May 25, 2010
|
$ | 0.10 | 7,947 | June 30, 2010 | July 15, 2010 | |||||||
September 21, 2010
|
$ | 0.10 | 7,947 | September 30, 2010 | October 15, 2010 | |||||||
December 6, 2010
|
$ | 0.10 | 7,964 | December 31, 2010 | January 14, 2011 |
Note 8. | Earnings Per Share |
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Weighted-average shares:
|
||||||||||||
Common shares outstanding
|
77,750,136 | 77,986,155 | 78,488,031 | |||||||||
Restricted common shares
|
895,978 | 1,317,547 | 1,118,542 | |||||||||
Total weighted-average shares
|
78,646,114 | 79,303,702 | 79,606,573 | |||||||||
Percentage of weighted-average shares:
|
||||||||||||
Common shares outstanding
|
98.86 | % | 98.34 | % | 98.59 | % | ||||||
Restricted common shares
|
1.14 | % | 1.66 | % | 1.41 | % | ||||||
Total
|
100.00 | % | 100.00 | % | 100.00 | % | ||||||
F-30
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Earnings per common share Basic:
|
||||||||||||
Income from continuing operations
|
$ | 115,291 | $ | 102,492 | $ | 65,816 | ||||||
Less: Distributed and undistributed earnings allocated to
restricted common
shares
(a)
|
(1,313 | ) | (1,703 | ) | (925 | ) | ||||||
Income from continuing operations available to common
shareholders Basic
|
$ | 113,978 | $ | 100,789 | $ | 64,891 | ||||||
Weighted-average common shares outstanding Basic
|
77,750,136 | 77,986,155 | 78,488,031 | |||||||||
Net income per common share Basic
|
$ | 1.47 | $ | 1.29 | $ | 0.83 | ||||||
Earnings per common share Diluted:
|
||||||||||||
Income from continuing operations
|
$ | 115,291 | $ | 102,492 | $ | 65,816 | ||||||
Less: Distributed and undistributed earnings allocated to
restricted common
shares
(a)
|
(1,313 | ) | (1,703 | ) | (925 | ) | ||||||
Income from continuing operations available to common
shareholders Basic
|
$ | 113,978 | $ | 100,789 | $ | 64,891 | ||||||
Weighted-average common shares outstanding Basic
|
77,750,136 | 77,986,155 | 78,488,031 | |||||||||
Effect of diluted shares
|
| (b) | | (b) | | (b) | ||||||
Weighted-average common shares outstanding Diluted
|
77,750,136 | 77,986,155 | 78,488,031 | |||||||||
Net income per common share Diluted
|
$ | 1.47 | $ | 1.29 | $ | 0.83 | ||||||
(a) | For the years ended December 31, 2008, 2009 and 2010, distributed and undistributed earnings to restricted shares is 1.14%, 1.66% and 1.41%, respectively, of net income. The amount of restricted share forfeitures for all periods present is immaterial to the allocation of distributed and undistributed earnings. | |
(b) | For the years ended December 31, 2008, 2009 and 2010, we have no dilutive shares. |
Note 9. | Income Taxes |
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
U.S. operations
|
$ | 2,109 | $ | 1,971 | $ | 1,661 | ||||||
Non-U.S.
operations
|
120,723 | 109,181 | 70,751 | |||||||||
Total
|
$ | 122,832 | $ | 111,152 | $ | 72,412 | ||||||
F-31
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Current:
|
||||||||||||
United States:
|
||||||||||||
Federal
|
$ | 1,110 | $ | 1,805 | $ | 1,874 | ||||||
State
|
205 | 96 | 48 | |||||||||
Non-U.S.
|
1,313 | 583 | 947 | |||||||||
Current income tax provision
|
2,628 | 2,484 | 2,869 | |||||||||
Deferred:
|
||||||||||||
United States:
|
||||||||||||
Federal
|
1,790 | 628 | 712 | |||||||||
State
|
251 | 244 | 161 | |||||||||
Non-U.S.
|
2,872 | 5,304 | 2,854 | |||||||||
Deferred income tax provision (benefit)
|
4,913 | 6,176 | 3,727 | |||||||||
Total
|
$ | 7,541 | $ | 8,660 | $ | 6,596 | ||||||
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Deferred tax assets:
|
||||||||||||
Non-cash share based payments
|
$ | 2,382 | $ | 2,507 | $ | 2,148 | ||||||
Hedge gain
|
77 | | | |||||||||
Net operating loss carry forwards
|
5,366 | 5,775 | 6,708 | |||||||||
Interest rate derivatives
|
4,529 | 3,056 | 2,789 | |||||||||
Other
|
| 119 | 260 | |||||||||
Total deferred tax assets
|
12,354 | 11,457 | 11,905 | |||||||||
Deferred tax liabilities:
|
||||||||||||
Accelerated depreciation
|
(12,007 | ) | (18,743 | ) | (23,468 | ) | ||||||
Other
|
(159 | ) | (744 | ) | (646 | ) | ||||||
Total deferred tax liabilities
|
(12,166 | ) | (19,487 | ) | (24,114 | ) | ||||||
Net deferred tax (liabilities) assets
|
$ | 188 | $ | (8,030 | ) | $ | (12,209 | ) | ||||
F-32
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Notional U.S. federal income tax expense at the statutory rate:
|
$ | 42,991 | $ | 38,903 | $ | 25,344 | ||||||
U.S. state and local income tax, net
|
88 | 129 | 121 | |||||||||
Non-U.S.
operations:
|
||||||||||||
Bermuda
|
(30,074 | ) | (22,724 | ) | (12,971 | ) | ||||||
Ireland
|
(5,409 | ) | (8,389 | ) | (6,891 | ) | ||||||
Other
|
(67 | ) | 52 | (47 | ) | |||||||
Non-deductible expenses in the U.S.
|
87 | 710 | 1,187 | |||||||||
Other
|
(75 | ) | (21 | ) | (147 | ) | ||||||
Provision for income taxes
|
$ | 7,541 | $ | 8,660 | $ | 6,596 | ||||||
F-33
Note 10. | Interest, Net |
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Interest on borrowings, net settlements on interest rate
derivatives, and other liabilities
|
$ | 169,860 | $ | 146,617 | $ | 153,064 | ||||||
Hedge ineffectiveness losses
|
16,623 | 463 | 5,039 | |||||||||
Amortization related to deferred (gains) losses
|
15,488 | 12,894 | 9,634 | |||||||||
Losses on termination of interest rate swaps
|
1,003 | | | |||||||||
Amortization of deferred financing fees
|
13,603 | 12,232 | 15,065 | |||||||||
Interest Expense
|
216,577 | 172,206 | 182,802 | |||||||||
Less interest income
|
(7,311 | ) | (939 | ) | (413 | ) | ||||||
Less capitalized interest
|
(5,737 | ) | (1,457 | ) | (4,127 | ) | ||||||
Interest, net
|
$ | 203,529 | $ | 169,810 | $ | 178,262 | ||||||
Note 11. | Commitments and Contingencies |
December 31,
|
Amount | |||
2011
|
$ | 1,118 | ||
2012
|
1,117 | |||
2013
|
181 | |||
2014
|
182 | |||
2015
|
181 | |||
Thereafter
|
91 | |||
Total
|
$ | 2,870 | ||
F-34
December 31,
|
Amount | |||
2011
|
$ | 430,232 | ||
2012
|
61,395 | |||
Total
|
$ | 491,627 | ||
Note 12. | Related Party Transactions |
Note 13. | Derivatives |
F-35
Derivative Assets | ||||||||||||||||||||||||
Future
|
||||||||||||||||||||||||
Current
|
Maximum
|
|||||||||||||||||||||||
Notional
|
Effective
|
Maturity
|
Notional
|
Floating
|
Fixed
|
Balance Sheet
|
||||||||||||||||||
Hedged Item
|
Amount | Date | Date | Amount | Rate | Rate | Location | Fair Value | ||||||||||||||||
Interest rate derivatives
not designated as cash flow hedges : |
||||||||||||||||||||||||
ECA Term Financing for New A330
Aircraft
(1)
|
$ | | Jul-11 | Jul-23 | $67,000 | 3M LIBOR | 4.0% | Fair value of | $ | 374 | ||||||||||||||
derivative | ||||||||||||||||||||||||
assets |
(1) | In October 2010, we paid $119 for an option that expires July 13, 2011 and gives us the right to enter into a forward starting swap with an amortizing notional of $67,000. Although this interest rate derivative is hedging the interest payments related to the ECA Financing of our July 2011 delivery in the New A330 Aircraft portfolio, we have not designated this interest rate derivative as a cash flow hedge for accounting purposes. As such, all mark to market adjustments related to this contract are being charged to other income (expense) on our consolidated statement of income. The amount charged to other income (expense) through December 31, 2010 was income in the amount of $255. |
Derivative Liabilities | ||||||||||||||||||||||||
Future
|
||||||||||||||||||||||||
Current
|
Maximum
|
|||||||||||||||||||||||
Notional
|
Effective
|
Maturity
|
Notional
|
Floating
|
Fixed
|
Balance Sheet
|
||||||||||||||||||
Hedged Item
|
Amount | Date | Date | Amount | Rate | Rate | Location | Fair Value | ||||||||||||||||
Interest rate derivatives designated as cash flow hedges :
|
||||||||||||||||||||||||
Securitization No. 1
|
$ | 427,575 | Jun-06 | Jun-16 | $427,575 |
1M LIBOR
+ 0.27% |
5.78% |
Fair value of
derivative liabilities |
$ | 58,098 | ||||||||||||||
Securitization No. 2
|
994,059 | Jun-07 | Jun-12 | 994,059 | 1M LIBOR |
5.25%
to 5.36% |
Fair value of
derivative liabilities |
66,306 | ||||||||||||||||
Term Financing
No. 1
(1)
|
582,564 | Jun-08 | May-13 | 582,564 | 1M LIBOR | 4.04% |
Fair value of
derivative liabilities |
38,816 | ||||||||||||||||
Term Financing
No. 1
(1)
|
| May-13 | May-15 | 478,044 | 1M LIBOR | 5.31% |
Fair value of
derivative liabilities |
16,365 | ||||||||||||||||
Total interest rate derivatives
|
$ | 2,004,198 | $2,482,242 | $ | 179,585 | |||||||||||||||||||
(1) | The interest payments related to Term Financing No. 1 are being hedged by two consecutive interest rate derivatives. When the first matures in May 2013, the next becomes effective. |
F-36
Effective Portion | Ineffective Portion | |||||||||||||||||||
Derivatives in
|
Location of
|
Amount of
|
Location of
|
Amount of
|
||||||||||||||||
ASC 815
|
Amount of
|
Gain or (Loss)
|
Gain or (Loss)
|
Gain or (Loss)
|
Gain or (Loss)
|
|||||||||||||||
Cash Flow
|
Gain or (Loss)
|
Reclassified from
|
Reclassified from
|
Recognized in
|
Recognized in
|
|||||||||||||||
Hedging
|
Recognized in OCI
|
Accumulated OCI
|
Accumulated OCI into
|
Income on
|
Income on
|
|||||||||||||||
Relationships
|
on Derivative (a) | into Income | Income (b) | Derivative | Derivative (c) | |||||||||||||||
Interest rate derivatives
|
$ | (93,756 | ) | Interest expense | $ | (104,618 | ) (1) | Interest expense | $ | (5,492 | ) (1) |
(a) | This represents the change in fair market value of our interest rate derivatives since year end, net of taxes, offset by the amount of actual cash paid related to the net settlements of the interest rate derivatives for each of the twelve months ended December 31, 2010. |
F-37
(b) | This represents the amount of actual cash paid, net of taxes, related to the net settlements of the interest rate derivatives for each month of the twelve months ended December 31, 2010 plus any effective amortization of net deferred interest rate derivative losses. | |
(c) | This represents both realized and unrealized ineffectiveness incurred during the twelve months ended December 31, 2010. |
(1) | Excludes accelerated deferred loss of $766 which was charged to interest expense during the twelve months ended December 31, 2010 as a result of changes in projected future debt. |
Derivatives Not
|
Location of Gain
|
Amount of Gain
|
||||
Designated as
|
or (Loss)
|
or (Loss)
|
||||
Hedging Instruments
|
Recognized in Income
|
Recognized in Income
|
||||
under ASC 815
|
on Derivative | on Derivative | ||||
Interest rate derivatives
|
Other income (expense) | $ | (860 | ) |
F-38
Amount of
|
||||||||||||||||||||||||||||||||||||||
Deferred
|
||||||||||||||||||||||||||||||||||||||
Amount of Deferred (Gain) or
|
(Gain) or
|
|||||||||||||||||||||||||||||||||||||
Loss Amortized (including
|
Loss
|
|||||||||||||||||||||||||||||||||||||
Unamortized
|
Accelerated
|
Expected to
|
||||||||||||||||||||||||||||||||||||
Deferred
|
Amortization) into Interest
|
be
|
||||||||||||||||||||||||||||||||||||
Original
|
Deferred
|
(Gain) or
|
Expense
|
Amortized
|
||||||||||||||||||||||||||||||||||
Maximum
|
(Gain) or
|
Loss at
|
For the Year Ended
|
Over the
|
||||||||||||||||||||||||||||||||||
Notional
|
Effective
|
Maturity
|
Fixed
|
Termination
|
Loss Upon
|
December 31,
|
December 31, |
Next Twelve
|
||||||||||||||||||||||||||||||
Hedged Item
|
Amount | Date | Date | Rate % | Date | Termination | 2010 | 2008 | 2009 | 2010 | Months | |||||||||||||||||||||||||||
Securitization No. 1
|
$ | 400,000 | Dec-05 | Aug-10 | 4.61 | Jun-06 | $ | (12,968 | ) | $ | | $ | (3,214 | ) | $ | (3,083 | ) | $ | (1,418 | ) | $ | | ||||||||||||||||
Securitization No. 1
|
200,000 | Dec-05 | Dec-10 | 5.03 | Jun-06 | (2,541 | ) | | (892 | ) | (422 | ) | (297 | ) | | |||||||||||||||||||||||
Securitization No. 2
|
500,000 | Mar-06 | Mar-11 | 5.07 | Jun-07 | (2,687 | ) | (122 | ) | (746 | ) | (711 | ) | (675 | ) | (122 | ) | |||||||||||||||||||||
Securitization No. 2
|
200,000 | Jan-07 | Aug-12 | 5.06 | Jun-07 | (1,850 | ) | (523 | ) | (386 | ) | (368 | ) | (350 | ) | (333 | ) | |||||||||||||||||||||
Securitization No. 2
|
410,000 | Feb-07 | Apr-17 | 5.14 | Jun-07 | (3,119 | ) | (1,663 | ) | (487 | ) | (398 | ) | (348 | ) | (353 | ) | |||||||||||||||||||||
Term Financing No. 1
|
150,000 | Jul-07 | Dec-17 | 5.14 | Mar-08 | 15,281 | 9,485 | 1,825 | 2,055 | 1,916 | 1,779 | |||||||||||||||||||||||||||
Term Financing No. 1
|
440,000 | Jun-07 | Feb-13 | 4.88 | Partial Mar-08 | 26,281 | 10,340 | 4,364 | 5,989 | 5,588 | 5,185 | |||||||||||||||||||||||||||
Full Jun-08 | ||||||||||||||||||||||||||||||||||||||
Term Financing No. 1
|
248,000 | Aug-07 | May-13 | 5.33 | Jun-08 | 9,888 | 3,690 | 1,299 | 2,222 | 2,677 | 1,612 | |||||||||||||||||||||||||||
Term Financing No. 2
|
55,000 | May-08 | Mar-14 | 5.41 | Jun-08 | 2,380 | | 2,380 | | | | |||||||||||||||||||||||||||
Term Financing No. 2
|
360,000 | Jan-08 | Feb-19 | 5.16 | Partial Jun-08 | 23,077 | 10,170 | 8,499 | 2,585 | 1,823 | 1,328 | |||||||||||||||||||||||||||
Full Oct-08 | ||||||||||||||||||||||||||||||||||||||
Repurchase Agreement
|
74,000 | Feb-06 | Jul-10 | 5.02 | Feb-08 | 878 | | 878 | | | | |||||||||||||||||||||||||||
Repurchase Agreement
|
5,000 | Dec-05 | Sep-09 | 4.94 | Mar-08 | 144 | | 144 | | | | |||||||||||||||||||||||||||
Repurchase Agreement
|
2,900 | Jun-05 | Mar-13 | 4.21 | Jun-08 | (19 | ) | | (19 | ) | | | | |||||||||||||||||||||||||
ECA Term Financing for New A330 Aircraft
|
238,000 | Jan-11 | Apr-16 | 5.23 | Dec-08 | 19,430 | 18,432 | | 985 | 13 | 2,841 | |||||||||||||||||||||||||||
ECA Term Financing for New A330 Aircraft
|
231,000 | Apr-10 | Oct-15 | 5.17 |
Partial Jun-08
Full Dec-08 |
15,310 | 11,732 | 1,582 | 1,291 | 705 | 2,538 | |||||||||||||||||||||||||||
PDP Financing for New A330 Aircraft
|
203,000 | Jun-07 | Jan-12 | 4.89 | Dec-08 | 2,728 | (1) | | 1,264 | 1,464 | | | ||||||||||||||||||||||||||
ECA Term Financing for New A330 Aircraft
|
238,000 | Jul-11 | Sep-16 | 5.27 | Dec-08 | 17,254 | 15,969 | | 1,285 | | 421 | |||||||||||||||||||||||||||
Total
|
$ | 109,467 | $ | 77,510 | $ | 16,491 | $ | 12,894 | $ | 9,634 | $ | 14,896 | ||||||||||||||||||||||||||
(1) | The deferred loss for this swap is related to the period prior to de-designation. |
F-39
F-40
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Interest Expense:
|
||||||||||||
Hedge ineffectiveness losses
|
$ | 16,623 | $ | 463 | $ | 5,039 | ||||||
Amortization:
|
||||||||||||
Accelerated amortization of deferred losses
|
11,963 | 4,924 | 766 | |||||||||
Amortization of deferred (gains) losses
|
3,525 | 7,970 | 8,868 | |||||||||
Losses on termination of interest rate swaps
|
1,003 | | | |||||||||
Total Amortization
|
16,491 | 12,894 | 9,634 | |||||||||
Total charged to interest expense
|
$ | 33,114 | $ | 13,357 | $ | 14,673 | ||||||
Other Income (Expense):
|
||||||||||||
Mark to market gains (losses) on undesignated hedges
|
$ | (11,446 | ) | $ | 959 | $ | (860 | ) | ||||
Total charged to other income (expense)
|
$ | (11,446 | ) | $ | 959 | $ | (860 | ) | ||||
F-41
Note 14. | Other Assets |
December 31, | ||||||||
2009 | 2010 | |||||||
Deferred debt issuance costs, net of amortization of $34,326 and
$43,826, respectively
|
$ | 28,907 | $ | 30,045 | ||||
Deferred federal income tax asset
|
11,457 | 11,905 | ||||||
Lease incentives and lease premiums, net of amortization of
$17,978 and $26,749, respectively
|
10,451 | 9,115 | ||||||
Other assets
|
14,464 | 14,492 | ||||||
Total other assets
|
$ | 65,279 | $ | 65,557 | ||||
Note 15. | Accounts Payable, Accrued Expenses and Other Liabilities |
December 31, | ||||||||
2009 | 2010 | |||||||
Accounts payable and accrued expenses
|
$ | 33,020 | $ | 32,145 | ||||
Deferred federal income tax liability
|
19,487 | 24,114 | ||||||
Accrued interest payable
|
7,885 | 20,211 | ||||||
Total accounts payable, accrued expenses and other liabilities
|
$ | 60,392 | $ | 76,470 | ||||
Note 16. | Segment Reporting |
F-42
Note 17. | Quarterly Financial Data (Unaudited) |
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
2009
|
||||||||||||||||
Revenues
|
$ | 132,138 | $ | 136,913 | $ | 165,740 | $ | 135,794 | ||||||||
Net income
|
$ | 18,471 | $ | 27,571 | $ | 33,458 | $ | 22,992 | ||||||||
Basic earnings per share:
|
||||||||||||||||
Net income
|
$ | 0.23 | $ | 0.35 | $ | 0.42 | $ | 0.29 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Net income
|
$ | 0.23 | $ | 0.35 | $ | 0.42 | $ | 0.29 | ||||||||
2010
|
||||||||||||||||
Revenues
|
$ | 130,561 | $ | 130,184 | $ | 132,247 | $ | 134,718 | ||||||||
Net income
|
$ | 18,879 | $ | 18,139 | $ | 8,569 | $ | 20,229 | ||||||||
Basic earnings per share:
|
||||||||||||||||
Net income
|
$ | 0.24 | $ | 0.23 | $ | 0.11 | $ | 0.25 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Net income
|
$ | 0.24 | $ | 0.23 | $ | 0.11 | $ | 0.25 |
F-43
Note 18. | Accumulated Other Comprehensive Income (Loss) |
Unrealized
|
Accumulated
|
|||||||||||
Appreciation
|
Other
|
|||||||||||
Fair Value of
|
Debt
|
Comprehensive
|
||||||||||
Derivatives | Securities | Income (Loss) | ||||||||||
January 1, 2008
|
$ | (136,222 | ) | $ | 10,833 | $ | (125,389 | ) | ||||
Net change in fair value of derivatives, net of tax benefit of
$2,602
|
(245,407 | ) | | (245,407 | ) | |||||||
Net derivative loss reclassified into earnings
|
16,491 | | 16,491 | |||||||||
Net change in unrealized fair value of debt investments
|
| (8,297 | ) | (8,297 | ) | |||||||
December 31, 2008
|
(365,138 | ) | 2,536 | (362,602 | ) | |||||||
Net change in fair value of derivatives, net of tax expense of
$1,473
|
92,396 | | 92,396 | |||||||||
Net derivative loss reclassified into earnings
|
12,894 | | 12,894 | |||||||||
Gain on debt investments reclassified into earnings
|
| (4,965 | ) | (4,965 | ) | |||||||
Net change in unrealized fair value of debt investments
|
| 2,429 | 2,429 | |||||||||
December 31, 2009
|
(259,848 | ) | | (259,848 | ) | |||||||
Net change in fair value of derivatives, net of tax expense of
$268
|
1,994 | | 1,994 | |||||||||
Net derivative loss reclassified into earnings
|
9,634 | | 9,634 | |||||||||
December 31, 2010
|
$ | (248,220 | ) | $ | | $ | (248,220 | ) | ||||
Accumulated
|
||||
Other
|
||||
Comprehensive
|
||||
Income (Loss) | ||||
December 31, 2009, net of tax benefit of $3,057
|
$ | (259,848 | ) | |
Net change in fair value of derivatives, net of tax expense of
$268
|
1,994 | |||
Derivative loss reclassified into earnings
|
9,634 | |||
December 31, 2010
|
$ | (248,220 | ) | |
F-44
By:
Chief Executive Officer and Director
March 10, 2011
Chief Financial Officer
March 10, 2011
Chief Accounting Officer
March 10, 2011
Chairman of the Board
March 10, 2011
Deputy Chairman of the Board
March 10, 2011
Director
March 10, 2011
Director
March 10, 2011
Director
March 10, 2011
Director
March 10, 2011
Director
March 10, 2011
S-1
AIRCASTLE LIMITED | ||||||
|
||||||
|
By | |||||
|
Name |
|
||||
|
Title |
|
||||
|
|
|||||
|
||||||
[Name of Participant] | ||||||
|
||||||
|
By | |||||
|
Name |
|
||||
|
|
Restricted | ||||||||||||||||||||||||
Share | Vesting Shares | |||||||||||||||||||||||
Name | Grant | 1/1/2012 | 1/1/2013 | 1/1/2014 | 1/1/2015 | 1/1/2016 | ||||||||||||||||||
|
(1) | Lessee releases Existing Lessor from Existing Lessors obligations, duties and liabilities to Lessee under the Lease Documents to the extent related to the period, and which arise, after the Effective Time; | ||
(2) | Existing Lessor releases Lessee from Lessees obligations, duties and liabilities to Existing Lessor under the Lease Documents and Existing Lessor agrees that it has no further rights under the Lease Documents, in each case, to the extent related to the period, and which arise, after the Effective Time; | ||
(3) | New Lessor agrees with Lessee to assume the rights, obligations, duties and liabilities of Existing Lessor under the Lease Documents, to the extent related to the period, and which arise, after the Effective Time; |
(4) | Lessee consents to and accepts the assumption by New Lessor of Existing Lessors rights, obligations, duties and liabilities under the Lease Documents; | ||
(5) | Lessee agrees that it will not assert against New Lessor any claim or defense that it may have or have had against Existing Lessor under the Lease Documents related to the period or arising prior to the Effective Time; and | ||
(6) | Lessee agrees with New Lessor to perform its obligations under the Lease Documents (as amended and supplemented by this Agreement) in favor of New Lessor, |
(1) | A guarantee issued by Aircastle Holding Corporation Limited in the same form as delivered by Aircastle Holding Corporation Limited to Lessee on December 16, 2009, but guaranteeing the obligations of New Lessor; | ||
(2) | An officers certificate certifying that (a) Aircastle Holding Corporation Limited has a net worth of at least $US$30,000,000 and (b) the accuracy of an attached balance sheet for Aircastle Holding Corporation Limited, which attached balance sheet will show that Aircastle Holding Corporation Limited has a tangible net worth of at least $US$30,000,000. |
(1) | So long as no Event of Default shall have occurred and be continuing, none of Owner, New Lessor or any Person validly claiming by or through Owner or New Lessor shall violate Lessees quiet enjoyment of the use, operation and possession of the Aircraft and rights thereto under this Lease Agreement; | ||
(2) | Lessees obligations under the Operative Documents shall not, as measured at the Effective Time, increase as a consequence of the novation contemplated hereby (other than in respect of Taxes, which are addressed in Schedule 6 to the Lease Agreement) and Lessees rights and benefits under the Operative Documents shall not, as measured at the Effective Time, be diminished as a consequence of the novation contemplated hereby. Neither a change in the Person or Persons to whom, or for whose benefit, Lessee performs its obligations under the Operative Documents, nor an increase in the number of, or change in the nature of, beneficiaries under any indemnification, insurance or other obligation shall, in each case, constitute by itself or in the aggregate an increase in the obligations of Lessee under the Operative Documents; and |
(3) | New Lessor shall reimburse (or cause to be reimbursed) to Lessee promptly upon invoice Lessees reasonable out-of-pocket expenses actually incurred in connection with co-operating with Existing Lessor and New Lessor in relation to any such transfer or proposed transfer referred to in this Agreement (such costs to include the fees and expenses of Skadden and, if any, Lessees Mauritius counsel), provided that such expenses are substantiated to New Lessors reasonable satisfaction and provided further that no Event of Default has occurred and is continuing. | ||
(4) | Other than the execution and delivery of this Agreement, and the performance of the obligations set forth herein, Existing Lessor and New Lessor do not require Lessee to execute or deliver any other documents or assurances, or take any other action, in each case pursuant to Section 14.1 of the Lease Agreement, to establish or protect the rights and remedies created or intended to be created in favor of the New Lessor. |
(1) | the expression Lessor wherever it appears in each of the Lease Documents will be treated as though it referred to New Lessor to the exclusion of Existing Lessor; | ||
(2) | where the context so permits, the expression this Agreement wherever it appears in the Lease Agreement will be treated as though it referred to the Lease Agreement as novated and amended hereby; | ||
(3) | clause (a) of Section 5.1(1) will be amended and restated as follows: | ||
(a) is a company duly organized under the Laws of the Lessor Jurisdiction | |||
(4) | the definition of Business Day in Part I of Schedule 1 will be amended and restated as follows: | ||
Business Day means a day (other than a Saturday or Sunday) on which banks are open for business in Johannesburg, New York and Port Louis. | |||
(5) | the definition of Lessor Jurisdiction in Part I of Schedule 1 will be amended and restated as follows: | ||
Lessor Jurisdiction means Mauritius. | |||
(6) | the definition of Other Aircraft in Part I of Schedule 1 will be amended and restated as follows: | ||
Other A330 Aircraft means the other five A330-200 aircraft (CAC [ ], CAC [ ], CAC [ ], CAC [ ], CAC [ ]) subject to lease agreements, dated as of the date hereof, between Lessee and Affiliates of Lessor. | |||
(7) | the definition of Indemnified Party in Part I of Schedule 1 will be amended and restated as follows: | ||
Indemnified Party means Lessor, Owner, Remarketing Servicers, Administrative Agent, any backup remarketing servicer, each Financing Party, Manufacturing Inspector and the successors and permitted transferees and assigns of each of the foregoing, and the directors, officers, corporate stockholders, partners, employees, contractors, servants and agents of each of the foregoing. | |||
(8) | Section 1.6 of Schedule 2 will be amended and restated as follows: |
(1) | In the case of the Airframe, in the upper sill of the left-hand forward entry door, adjacent to Airframe Manufacturers plate, THIS AIRCRAFT IS OWNED BY THUNDERBIRD [ ] |
LEASING LIMITED AND IS HELD UNDER LEASE BY SOUTH AFRICAN AIRWAYS (PTY) LTD. | |||
(2) | In the case of each Engine, in a clearly visible place in close proximity to the manufacturers plate, THIS ENGINE IS OWNED BY THUNDERBIRD [ ] LEASING LIMITED AND IS HELD UNDER LEASE BY SOUTH AFRICAN AIRWAYS (PTY) LTD. |
(9) | the Lessors notice details in Schedule 5 will be amended and restated as follows: |
By:
|
||||
|
|
|||
|
Title: | |||
|
||||
THUNDERBIRD [ ] LEASING LIMITED | ||||
|
||||
By:
|
||||
|
|
|||
|
Title: | |||
|
||||
SOUTH AFRICAN AIRWAYS (PTY) LTD. | ||||
|
||||
By:
|
||||
|
|
|||
|
Title: | |||
|
||||
By:
|
||||
|
|
|||
|
Title: | |||
|
||||
By:
|
||||
|
|
|||
|
Title: |
Year Ended December 31, | ||||||||||||
2008 | 2009 | 2010 | ||||||||||
Fixed Charges:
|
||||||||||||
Interest expense
|
$ | 216,577 | $ | 172,206 | $ | 182,802 | ||||||
Capitalized interest
|
5,737 | 1,457 | 4,127 | |||||||||
Portion of rent expense representative of interest
|
436 | 412 | 367 | |||||||||
Total fixed charges
|
$ | 222,750 | $ | 174,075 | $ | 187,296 | ||||||
Earnings:
|
||||||||||||
Income from continuing operations before income taxes
|
$ | 122,832 | $ | 111,152 | $ | 72,412 | ||||||
Fixed charges from above
|
222,750 | 174,075 | 187,296 | |||||||||
Less capitalized interest from above
|
(5,737 | ) | (1,457 | ) | (4,127 | ) | ||||||
Amortization of capitalized interest
|
283 | 384 | 397 | |||||||||
Earnings (as defined)
|
$ | 340,128 | $ | 284,154 | $ | 255,978 | ||||||
Ratio of earnings to fixed charges
|
1.53 | x | 1.63 | x | 1.37 | x | ||||||
Name of Subsidiary
|
Jurisdiction
|
|||||
1
|
ABH 12 Limited | Bermuda | ||||
2
|
ACS 2007-1 Limited | Bermuda | ||||
3
|
ACS 2008-1 Limited | Bermuda | ||||
4
|
ACS 2008-2 Limited | Bermuda | ||||
5
|
ACS Aircraft Finance Bermuda Limited | Bermuda | ||||
6
|
ACS Aircraft Finance Ireland 2 Limited | Ireland | ||||
7
|
ACS Aircraft Finance Ireland 3 Limited | Ireland | ||||
8
|
ACS Aircraft Finance Ireland Public Limited Company | Ireland | ||||
9
|
ACS Aircraft Leasing (Ireland) Limited | Ireland | ||||
10
|
AHCL Securities Limited | Bermuda | ||||
11
|
AYR Bermuda Limited | Bermuda | ||||
12
|
AYR Delaware LLC | Delaware | ||||
13
|
AYR E Note Limited | Bermuda | ||||
14
|
AYR Freighter LLC | Delaware | ||||
15
|
Aircastle Advisor (International) Limited | Bermuda | ||||
16
|
Aircastle Advisor (Ireland) Limited | Ireland | ||||
17
|
Aircastle Advisor LLC | Delaware | ||||
18
|
Aircastle Bermuda Holding Limited | Bermuda | ||||
19
|
Aircastle Bermuda Securities Limited | Bermuda | ||||
20
|
Aircastle Delaware Holdings LLC | Delaware | ||||
21
|
Aircastle Holding Corporation Limited | Bermuda | ||||
22
|
Aircastle Investment Holdings 2 Limited | Bermuda | ||||
23
|
Aircastle Investment Holdings 3 Limited | Bermuda | ||||
24
|
Aircastle Investment Holdings Limited | Bermuda | ||||
25
|
Aircraft MSN 138 LLC | Delaware | ||||
26
|
Aircraft MSN 148 LLC | Delaware | ||||
27
|
Aircraft MSN 303 LLC | Delaware | ||||
28
|
Aircraft MSN 306 LLC | Delaware | ||||
29
|
Aircraft MSN 311 LLC | Delaware | ||||
30
|
Aircraft MSN 313 LLC | Delaware | ||||
31
|
Aircraft MSN 324 LLC | Delaware | ||||
32
|
Aircraft MSN 368 LLC | Delaware | ||||
33
|
Aircraft MSN 637 LLC | Delaware | ||||
34
|
Aircraft MSN 1006 LLC | Delaware | ||||
35
|
Aircraft MSN 1012 LLC | Delaware | ||||
36
|
Aircraft MSN 1047 LLC | Delaware | ||||
37
|
Aircraft MSN 1054 LLC | Delaware | ||||
38
|
Aircraft MSN 1059 LLC | Delaware | ||||
39
|
Aircraft MSN 1067 LLC | Delaware | ||||
40
|
Aircraft MSN 1099 LLC | Delaware | ||||
41
|
Aircraft MSN 1101 LLC | Delaware | ||||
42
|
Aircraft MSN 1119 LLC | Delaware |
Aircraft MSN 24061 LLC
Delaware
Aircraft MSN 24066 LLC
Delaware
Aircraft MSN 24084 LLC
Delaware
Aircraft MSN 24226 LLC
Delaware
Aircraft MSN 24541 LLC
Delaware
Aircraft MSN 24570 LLC
Delaware
Aircraft MSN 24738 LLC
Delaware
Aircraft MSN 24747 LLC
Delaware
Aircraft MSN 24748 LLC
Delaware
Aircraft MSN 24838 LLC
Delaware
Aircraft MSN 24952 LLC
Delaware
Aircraft MSN 24975 LLC
Delaware
Aircraft MSN 25000 LLC
Delaware
Aircraft MSN 25076 LLC
Delaware
Aircraft MSN 25117 LLC
Delaware
Aircraft MSN 25587 LLC
Delaware
Aircraft MSN 25702 LLC
Delaware
Aircraft MSN 25703 LLC
Delaware
Aircraft MSN 27137 LLC
Delaware
Aircraft MSN 27152 LLC
Delaware
Aircraft MSN 27183 LLC
Delaware
Aircraft MSN 27342 LLC
Delaware
Aircraft MSN 27425 LLC
Delaware
Aircraft MSN 27681 LLC
Delaware
Aircraft MSN 28038 LLC
Delaware
Aircraft MSN 28213 LLC
Delaware
Aircraft MSN 28231 LLC
Delaware
Aircraft MSN 28386 LLC
Delaware
Aircraft MSN 28414 LLC
Delaware
Aircraft MSN 28867 LLC
Delaware
Aircraft MSN 29045 LLC
Delaware
Aircraft MSN 29046 LLC
Delaware
Aircraft MSN 29329 LLC
Delaware
Aircraft MSN 29345 LLC
Delaware
Aircraft MSN 29916 LLC
Delaware
Aircraft MSN 29917 LLC
Delaware
Aircraft MSN 29918 LLC
Delaware
Aircraft MSN 29919 LLC
Delaware
Aircraft MSN 29920 LLC
Delaware
Aircraft MSN 32907 LLC
Delaware
Aircraft MSN 35233 LLC
Delaware
Aircraft MSN 35235 LLC
Delaware
Aircraft MSN 35236 LLC
Delaware
Aircraft MSN 35237 LLC
Delaware
Aircraft MSN 48445 LLC
Delaware
Constellation Aircraft Leasing (France) SARL
France
Constitution Aircraft Leasing (Ireland) 3 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 4 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 5 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 6 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 7 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 8 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 9 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 1086 Limited
Ireland
Constitution Aircraft Leasing (Ireland) 28386 Limited
Ireland
Delphie Aircraft Leasing Limited
Bermuda
Emer Aircraft Leasing (Ireland) Limited
Ireland
Endeavor Aircraft Leasing (Sweden) AB
Sweden
Endeavor Aircraft Leasing (Sweden) 2 AB
Sweden
Endeavor Aircraft Leasing (Sweden) 3 AB
Sweden
Enterprise Aircraft Leasing (France) SARL
France
GAP Investment One LLC
Delaware
GAP Investment Two, LLC
Delaware
GAP Investment Twenty-One, LLC
Delaware
GAP Investment Twenty-Four, LLC
Delaware
GAP Investment Twenty-Five, LLC
Delaware
GAP Investment Twenty-Six, LLC
Delaware
Grayston Aircraft Leasing Limited
Cayman Islands
Injet400 Aircraft Leasing Co Limited
Cayman Islands
Injet800 Aircraft Leasing Co Limited
Cayman Islands
Intrepid Aircraft Leasing (France) SARL
France
Jimin Aircraft Leasing Limited
Bermuda
Macleod Aircraft Leasing (Labuan) Limited
Labuan
Macstay Aircraft Leasing Limited
Bermuda
Momo Aircraft Leasing Limited
Bermuda
Perdana Aircraft Leasing (Labuan) Limited
Labuan
Really Useful Aircraft Leasing (Ireland) 1 Limited
Ireland
Really Useful Aircraft Leasing (Ireland) 2 Limited
Ireland
Really Useful Aircraft Leasing (Ireland) 3 Limited
Ireland
Sulaco Aircraft Leasing (Ireland) Limited
Ireland
Thunderbird 1 Leasing Limited
Mauritius
Thunderbird 2 Leasing Limited
Mauritius
Thunderbird 3 Leasing Limited
Mauritius
Thunderbird 4 Leasing Limited
Mauritius
Thunderbird 5 Leasing Limited
Mauritius
Thunderbird 6 Leasing Limited
Mauritius
Zebra Aircraft Leasing Limited
Cayman Islands
Zephyr Aircraft Leasing B.V.
The Netherlands
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Manufacturer | Date of | |||||||||||||
Aircraft Group | Aircraft Type | Engine Type | Serial Number | Manufacture | Financing | |||||||||
Latest Generation Narrowbody Aircraft
|
A319-100 | CFM56-5B6/2P | 1048 | Jul-99 | Securitization No. 2 | |||||||||
|
A319-100 | CFM56-5B6/2P | 1086 | Sep-99 | Securitization No. 2 | |||||||||
|
A319-100 | CFM56-5B6/2P | 1124 | Nov-99 | Securitization No. 2 | |||||||||
|
A319-100 | CFM56-5B6/2P | 1160 | Jan-00 | Securitization No. 1 | |||||||||
|
A319-100 | CFM56-5B6/2P | 1336 | Oct-00 | Securitization No. 1 | |||||||||
|
A319-100 | CFM56-5B6/2P | 1388 | Dec-00 | Securitization No. 1 | |||||||||
|
A320-200 | V2527-A5 | 667 | Apr-97 | Securitization No. 1 | |||||||||
|
A320-200 | V2527-A5 | 739 | Nov-97 | Securitization No. 1 | |||||||||
|
A320-200 | V2527-A5 | 743 | Nov-97 | Securitization No. 1 | |||||||||
|
A320-200 | V2527-A5 | 758 | Jan-98 | Securitization No. 1 | |||||||||
|
A320-200 | CFM56-5B4/P | 967 | Apr-99 | Securitization No. 1 | |||||||||
|
A320-200 | V2527-A5 | 990 | May-99 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/P | 1041 | Jul-99 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/P | 1047 | Aug-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/2P | 1054 | Sep-99 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/P | 1059 | Aug-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/P | 1067 | Sep-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/2P | 1081 | Oct-99 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/P | 1099 | Oct-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/P | 1101 | Nov-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/P | 1119 | Dec-99 | Term Financing No. 1 | |||||||||
|
A320-200 | CFM56-5B4/P | 1316 | Oct-00 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/P | 1345 | Nov-00 | Securitization No. 2 | |||||||||
|
A320-200 | CFM56-5B4/2P | 1370 | Jan-01 | Securitization No. 2 | |||||||||
|
A320-200 | V2527-A5 | 2524 | Sep-05 | Securitization No. 2 | |||||||||
|
A320-200 | V2527-A5 | 2564 | Oct-05 | Securitization No. 2 | |||||||||
|
A321-200 | CFM56-5B3/P | 1006 | Apr-99 | Securitization No. 2 | |||||||||
|
A321-200 | CFM56-5B3/2P | 1012 | Apr-99 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 28008 | Feb-99 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 28009 | Mar-99 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 28010 | Oct-99 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 28013 | Oct-00 | Term Financing No. 1 | |||||||||
|
737-700 | CFM56-7B22 | 28015 | Feb-01 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 29045 | Dec-98 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B22 | 29046 | Jan-99 | Securitization No. 2 | |||||||||
|
737-700 | CFM56-7B24 | 29078 | Apr-99 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 28056 | May-99 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 28213 | Jun-98 | Securitization No. 2 | |||||||||
|
737-800 | CFM56-7B26 | 28220 | Feb-99 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B27 | 28227 | Jan-00 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B27 | 28231 | May-00 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 28381 | May-99 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 28384 | Nov-99 | Securitization No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 28386 | Nov-99 | Unencumbered | |||||||||
|
737-800 | CFM56-7B26 | 29036 | Dec-98 | Securitization No. 2 | |||||||||
|
737-800 | CFM56-7B26 | 29037 | Jan-99 | Securitization No. 2 | |||||||||
|
737-800 | CFM56-7B26 | 29329 | Mar-99 | Securitization No. 2 | |||||||||
|
737-800 | CFM56-7B27 | 29345 | May-02 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 29444 | Jan-99 | Unencumbered | |||||||||
|
737-800 | CFM56-7B26 | 29445 | Jan-99 | Unencumbered | |||||||||
|
737-800 | CFM56-7B24 | 29916 | Mar-99 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B24 | 29917 | Jun-99 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B24 | 29918 | Jun-99 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B24 | 29919 | Aug-99 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 29920 | Sep-99 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B24 | 30230 | Jan-00 | Securitization No. 2 | |||||||||
|
737-800 | CFM56-7B27 | 30296 | Feb-05 | Term Financing No. 1 | |||||||||
|
737-800 | CFM56-7B26 | 32907 | Apr-02 | Unencumbered |
Manufacturer
Date of
Aircraft Group
Aircraft Type
Engine Type
Serial Number
Manufacture
Financing
A320-200
CFM56-5A1/F
138
Jan-91
Unencumbered
A320-200
CFM56-5A1/F
148
Feb-91
Unencumbered
737-300
CFM56-3B1
23173
Apr-85
Securitization No. 2
737-300
CFM56-3C1
24669
Aug-90
Securitization No. 1
737-300
CFM56-3C1
24672
Sep-90
Securitization No. 1
737-400
CFM56-3C1
24644
Oct-90
Securitization No. 2
737-400
CFM56-3C1
25147
May-91
Securitization No. 1
737-400
CFM56-3C1
26280
Mar-92
Securitization No. 1
737-400
CFM56-3C1
27001
Jul-92
Securitization No. 1
737-400
CFM56-3C1
27003
Jul-92
Securitization No. 1
737-400
CFM56-3C1
27094
Feb-93
Securitization No. 1
737-400
CFM56-3C1
27826
Feb-95
Securitization No. 2
737-400
CFM56-3C1
28038
May-96
Securitization No. 2
737-400
CFM56-3C1
28867
Apr-97
Securitization No. 2
737-500
CFM56-3C1
27425
Sep-95
Securitization No. 2
757-200
PW2040
24747
Apr-90
Securitization No. 2
757-200
RB211-535E4
24838
Aug-90
Securitization No. 2
757-200
PW2037
27152
Jun-93
Term Financing No. 1
757-200
PW2037
27183
Sep-93
Term Financing No. 1
757-200
RB211-535E4
27201
Mar-94
Securitization No. 2
757-200
PW2040
27203
Nov-94
Unencumbered
757-200
RB211-535E4
27244
Mar-94
Securitization No. 2
757-200
RB211-535E4
27245
Jul-94
Securitization No. 2
757-200
PW2037
27342
Aug-94
Term Financing No. 1
757-200
PW2037
27681
Jul-95
Term Financing No. 1
A330-200
Trent 772B-60
303
Oct-99
Securitization No. 2
A330-200
Trent 772B-60
306
Nov-99
Unencumbered
A330-200
Trent 772B-60
311
Dec-99
Unencumbered
A330-200
Trent 772B-60
313
Jan-00
Unencumbered
A330-200
PW4168A
324
Feb-00
Term Financing No. 1
A330-200
PW4168A
343
Jun-00
Securitization No. 1
A330-200
Trent 772B-60
1016
May-09
ECA Term Financing
A330-200
Trent 772B-60
1073
Dec-09
ECA Term Financing
A330-300
CF6-80E1A2
86
Jul-95
Term Financing No. 1
A330-300
PW4168A
171
Apr-97
Securitization No. 2
A330-300
PW4168A
337
May-00
Securitization No. 2
A330-300
PW4168A
342
Jun-00
Securitization No. 2
A330-300
PW4168A
368
Nov-00
Term Financing No. 1
A330-300
PW4168A
370
Dec-00
Securitization No. 1
A330-300
PW4168A
375
Jan-01
Securitization No. 1
767-200ER
CF6-80C2B2
24894
Nov-90
Securitization No. 1
767-300ER
CF6-80C2B6
24084
May-88
Securitization No. 2
767-300ER
PW4060-1C
24541
Aug-89
Securitization No. 2
767-300ER
CF6-80C2B6F
24844
Aug-90
Securitization No. 1
767-300ER
PW4062-3
24849
Sep-90
Securitization No. 2
767-300ER
PW4060-1
24952
Mar-91
Unencumbered
767-300ER
PW4060-1
25000
Aug-91
Unencumbered
767-300ER
CF6-80C2B6F
25076
May-91
Unencumbered
767-300ER
CF6-80C2B6F
25117
May-91
Unencumbered
767-300ER
PW4060-1/-3
25365
Oct-91
Securitization No. 1
767-300ER
PW4060-3
25587
Feb-96
Securitization No. 2
767-300ER
CF6-80C2B6
28656
May-97
Securitization No. 1
777-200ER
Trent 892B-17
28414
May-98
Securitization No. 2
A330-200F
Trent 772B-60
1051
Sep-10
ECA Term Financing
A330-200F
Trent 772B-60
1062
Nov-10
ECA Term Financing
Manufacturer
Date of
Aircraft Group
Aircraft Type
Engine Type
Serial Number
Manufacture
Financing
747-400BCF
PW4056-3
24061
Mar-89
Securitization No. 2
747-400BCF
PW4056-3
24066
Jun-90
Term Financing No. 1
747-400BCF
PW4056-3
24226
Sep-90
Term Financing No. 1
747-400BCF
PW4056-3
24975
Feb-91
Securitization No. 2
747-400BCF
PW4056-3
27137
Aug-93
Unencumbered
747-400BDSF
PW4056-1C
25700
May-93
Term Financing No. 1
747-400BDSF
PW4056-1C
25702
Nov-93
Unencumbered
747-400F
CF6-80C2B1F
33748
Oct-04
Unencumbered
747-400F
CF6-80C2B1F
33749
Oct-04
Unencumbered
747-400ERF
CF6-80C2B5F
35233
Jan-07
Securitization No. 2
747-400ERF
CF6-80C2B5F
35235
Jul-07
Securitization No. 2
747-400ERF
CF6-80C2B5F
35236
Feb-08
Term Financing No. 1
747-400ERF
CF6-80C2B5F
35237
Apr-08
Term Financing No. 1
A310-300F
CF6-80C2A2
502
Aug-89
Securitization No. 1
737-300QC
CFM56-3B2
23835
Nov-87
Securitization No. 1
737-300QC
CFM56-3B1
23836
Feb-88
Securitization No. 1
737-300QC
CFM56-3B1
23837
Mar-88
Securitization No. 1
737-300QC
CFM56-3B1
24283
Feb-89
Securitization No. 1
737-400SF
CFM56-3C1
29032
Nov-97
Securitization No. 2
737-400SF
CFM56-3C1
29033
Dec-97
Securitization No. 2
737-400SF
CFM56-3C1
29034
Mar-98
Securitization No. 2
737-400SF
CFM56-3C1
29035
Jun-98
Securitization No. 2
MD11-SF
PW4462-3
48445
Apr-91
Securitization No. 2