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þ
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Bermuda
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98-0444035
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(State or other Jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Documents of Which Portions
Are Incorporated by Reference
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Parts of Form 10-K into Which Portion
Of Documents Are Incorporated
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Proxy Statement for Aircastle Limited
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Part III
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2017 Annual General Meeting of Shareholders
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(Items 10, 11, 12, 13 and 14)
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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Diversified portfolio of modern aircraft.
We have a portfolio of modern aircraft that is diversified with respect to lessees, geographic markets, lease maturities and aircraft types. As of
December 31, 2016
, our aircraft portfolio consisted of
206
aircraft, comprising a variety of aircraft types leased to
71
lessees located in
36
countries. Lease expirations for our owned aircraft are well dispersed, with a weighted-average remaining lease term of
5.1
years as of
December 31, 2016
. This provides the company with a long-dated base of contracted revenues. We believe 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.
|
•
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Flexible, disciplined acquisition approach and broad investment sourcing network.
We consider Aircastle to be the industry’s largest “value investor.” Our investment strategy is to seek out the best risk-adjusted return opportunities across the commercial jet market, so our acquisition targets vary with market opportunities. We source our acquisitions through well-established relationships with airlines, other aircraft lessors, manufacturers, financial institutions and other aircraft owners. Since our formation in 2004, we built our aircraft portfolio through more than 144 transactions with 84 counterparties.
|
•
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Significant experience in successfully selling aircraft throughout their life cycle.
Since our formation, we sold 169 aircraft for $4.0 billion. These sales produced net gains of $231 million and involved a wide range of aircraft types and buyers. Our team is adept at managing and executing the sale of both new and used aircraft. We sold 124 aircraft that were over fourteen years old at the time of sale; many of these being sold on a part-out disposition basis, where the airframe and engines may be sold to various buyers. We believe our competence in selling older aircraft is an essential portfolio management skill and one of the capabilities that sets us apart from many of our larger competitors.
|
•
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Strong capital raising track record and access to a wide range of financing sources.
Aircastle is a publicly listed company, and our shares have traded on the New York Stock Exchange since 2006. Since our inception in late 2004, we raised approximately $1.7 billion in equity capital from private and public investors. Our two largest shareholders are Marubeni Corporation (“Marubeni”) and Ontario Teachers’ Pension Plan (“Teachers’”)
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•
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Our capital structure is long-dated and provides investment flexibility.
Our business is currently financed under debt financings with a weighted-average debt maturity of 3.7 years. We also have $810 million available from unsecured revolving credit facilities that expire in 2019 and 2020, thereby limiting our near-term financial markets exposure. Given our relatively limited future capital commitments, we have resources to take advantage of what we anticipate will be a more attractive investment environment. We also believe that our access to the unsecured bond market and our unsecured revolving lines of credit, due to our large unencumbered asset base, allow us to pursue a flexible and opportunistic investment strategy.
|
•
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Experienced management team with significant expertise.
Each member of our management team has more than twenty years of industry experience and has expertise in the acquisition, leasing, financing, technical management, restructuring/repossession and sale of aviation assets. This experience spans several industry cycles and a wide range of business conditions and is global in nature. We believe our management team is highly qualified to manage and grow our aircraft portfolio and to address our long-term capital needs.
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•
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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 current facilities, systems and personnel are capable of supporting an increase in our revenue base and asset base without a proportional increase in overhead costs.
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•
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Pursuing a disciplined and differentiated investment strategy.
In our view, aircraft values change in different ways over time. We carefully evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices as market conditions and relative investment values change. We believe the financing flexibility offered through unsecured debt and our team’s experience with a wide range of asset types enables our value oriented strategy and provides us with a competitive advantage. We view orders from equipment manufacturers to be part of our investment opportunity set, but choose to limit long term capital commitments unless we believe there is an adequate return premium to compensate for risks and opportunity costs. This approach sets us apart from most other large aircraft leasing companies.
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•
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Originating investments from many different sources across the globe.
Our strategy is to seek out worthwhile investments by leveraging our team’s wide range of contacts around the world. We utilize a multi-channel approach to sourcing acquisitions and have purchased aircraft from a large number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners.
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•
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Selling assets when attractive opportunities arise and for portfolio management purposes.
We sell assets with the aim of realizing profits and reinvesting proceeds when 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, and as an exit from investments when a sale generates the greatest expected cash flow.
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•
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Maintaining efficient access to capital from a wide set of sources while targeting an investment grade credit rating.
We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase
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•
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Leveraging our strategic relationships.
We intend to capture the benefits provided through the extensive global contacts and relationships maintained by Marubeni, which is our biggest shareholder and one of the largest Japanese trading companies. Marubeni has already enabled greater access to Japanese-based financing and helped source and develop our new joint venture (“IBJ Air”) with the leasing arm of the Industrial Bank of Japan, Limited (“IBJL”). Our Lancaster joint venture with Teachers’("Lancaster") provides us with an opportunity to pursue larger transactions, manage portfolio concentrations and improve our return on deployed capital. IBJ Air is targeted at newer narrow-body aircraft leased to premier airlines, providing Aircastle with increased access to this market sector and to these customers.
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•
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Capturing the value of our efficient operating platform and strong operating track record.
We believe our team’s capabilities in the global aircraft leasing market places us in a favorable position to source and manage new income-generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as ventures with strategic business partners.
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•
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Intending to pay quarterly dividends to our shareholders based on the Company
’
s sustainable earnings levels.
Aircastle has paid dividends each quarter since our initial public offering in 2006. On
October 28, 2016
, our Board of Directors declared a regular quarterly dividend of
$0.26
per common share, or an aggregate of
$20.4 million
for the three months ended December 31, 2016, which was paid on
December 15, 2016
to holders of record on
November 29, 2016
. These dividend amounts may not be indicative of any future dividends. Our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors” and elsewhere in this report.
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Declaration Date
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Dividend per Common Share
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Aggregate
Dividend
Amount
|
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Record Date
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Payment Date
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||||
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(Dollars in thousands)
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||||
October 28, 2016
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$
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0.260
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|
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$
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20,434
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November 29, 2016
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December 15, 2016
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August 2, 2016
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$
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0.240
|
|
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$
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18,872
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August 26, 2016
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September 15, 2016
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May 2, 2016
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$
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0.240
|
|
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$
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18,915
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|
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May 31, 2016
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June 15, 2016
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February 9, 2016
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$
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0.240
|
|
|
$
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18,915
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|
|
February 29, 2016
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March 15, 2016
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October 30, 2015
|
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$
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0.240
|
|
|
$
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19,377
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|
|
November 30, 2015
|
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December 15, 2015
|
August 4, 2015
|
|
$
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0.220
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|
|
$
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17,860
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|
|
August 31, 2015
|
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September 15, 2015
|
May 4, 2015
|
|
$
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0.220
|
|
|
$
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17,863
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|
|
May 29, 2015
|
|
June 15, 2015
|
February 17, 2015
|
|
$
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0.220
|
|
|
$
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17,860
|
|
|
March 6, 2015
|
|
March 13, 2015
|
October 31, 2014
|
|
$
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0.220
|
|
|
$
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17,817
|
|
|
November 28, 2014
|
|
December 15, 2014
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July 28, 2014
|
|
$
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0.200
|
|
|
$
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16,201
|
|
|
August 29, 2014
|
|
September 12, 2014
|
May 5, 2014
|
|
$
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0.200
|
|
|
$
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16,202
|
|
|
May 30, 2014
|
|
June 13, 2014
|
February 21, 2014
|
|
$
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0.200
|
|
|
$
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16,201
|
|
|
March 7, 2014
|
|
March 14, 2014
|
|
2017
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|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
|
2027
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|
2028
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|
2029
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Sale at Lease End
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Total
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|||||||||||||||
A319/A320/A321
|
1
|
|
|
2
|
|
|
10
|
|
|
17
|
|
|
12
|
|
|
6
|
|
|
11
|
|
|
9
|
|
|
4
|
|
|
3
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
81
|
|
A330-200/300
|
1
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
737-700/800/900ER
|
—
|
|
|
6
|
|
|
11
|
|
|
9
|
|
|
7
|
|
|
13
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
757-200
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
777-200ER/300ER
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
E195
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Freighters
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Total
|
4
|
|
|
14
|
|
|
28
|
|
|
27
|
|
|
25
|
|
|
21
|
|
|
19
|
|
|
21
|
|
|
12
|
|
|
5
|
|
|
7
|
|
|
3
|
|
|
1
|
|
|
6
|
|
|
193
|
|
•
|
2018: 14 aircraft, representing 9%;
|
•
|
2019: 28 aircraft, representing 16%;
|
•
|
2020: 27 aircraft, representing 9%; and
|
•
|
2021: 25 aircraft, representing 12%.
|
•
|
individual lessee exposures;
|
•
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geographic concentrations;
|
•
|
aircraft type concentrations;
|
•
|
portfolio credit quality distribution; and
|
•
|
lease maturity distribution.
|
•
|
passenger and air cargo demand;
|
•
|
competition;
|
•
|
passenger fare levels and air cargo rates;
|
•
|
the continuing availability of government support, whether through subsidies, loans, guarantees, equity investments or otherwise;
|
•
|
availability of financing and other circumstances affecting airline liquidity, including covenants in financings, terms imposed by credit card issuers, 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;
|
•
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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;
|
•
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changing political conditions, including risk of rising protectionism, restrictions on immigration or imposition of new trade barriers;
|
•
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cyber risk, including information hacking, viruses and malware; and
|
•
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governmental regulation of, or affecting the air transportation business, including noise regulations, emissions regulations, climate change initiatives, and aircraft age limitations.
|
•
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29% of our net book value serves 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;
|
•
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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 any aircraft pledged as collateral; and
|
•
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non-compliance with covenants prohibiting certain investments and other restricted payments, including limitations on our ability to pay dividends, repurchase our common shares, raise additional capital or refinance our existing debt, may reduce our operational flexibility and limit our ability to refinance or grow the business.
|
•
|
ECA Financings.
Our ECA Financings contain a $500 million minimum net worth covenant and also contain, among other customary provisions, a material adverse change default and a cross-default to certain other financings of the Company.
|
•
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Bank Financings.
Our secured bank financings contain, among other customary provisions, a $500 million minimum net worth covenant, a cross-default to certain other financings of the Company, and for one portfolio financing, a minimum debt service coverage ratio of 1.15.
|
•
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Senior Notes.
Our senior notes indentures impose 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, paying dividends, repurchasing our common shares, making other restricted payments, making certain investments or entering into joint ventures and a cross-default to certain other financings of the Company.
|
•
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Unsecured Revolving Credit Facilities and Loan.
Our unsecured revolving credit facilities/loan contain $750 million minimum net worth covenants, minimum unencumbered asset ratios, minimum interest coverage ratios and cross-defaults to certain other financings of the Company.
|
•
|
passenger and air cargo demand;
|
•
|
operating costs, including fuel costs, and general economic conditions affecting our lessees’ operations;
|
•
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geopolitical events, including war, prolonged armed conflict and acts of terrorism;
|
•
|
outbreaks of communicable diseases and natural disasters;
|
•
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governmental regulation;
|
•
|
interest rates;
|
•
|
foreign exchange rates;
|
•
|
tariffs and other restrictions on trade;
|
•
|
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;
|
•
|
discounting by manufacturers on aircraft types nearing end of production;
|
•
|
climate change initiatives, technological change, aircraft noise and emissions regulations, aircraft age limits and other factors leading to reduced demand for, early retirement or obsolescence of aircraft models;
|
•
|
manufacturers merging, 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.
|
•
|
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 manufacturer’s service bulletins that have not yet been performed to the aircraft;
|
•
|
grounding orders or other regulatory action that could prevent or limit utilization of our 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.
|
•
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forfeiting advance deposits and progress payments to Embraer, as well as incurring certain significant costs related to these commitments such as actual damages and legal, accounting and financial advisory expenses;
|
•
|
defaulting on any future lease commitments we may have entered into with respect to these aircraft, which could result in monetary damages and strained relationships with lessees;
|
•
|
risking harm to our business reputation, which would make it more difficult to purchase and lease aircraft in the future on agreeable terms, if at all.
|
•
|
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 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, climate change regulations or other initiatives.
|
•
|
provisions providing for a classified board of directors with staggered three-year terms;
|
•
|
provisions 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;
|
•
|
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;
|
•
|
provisions providing for 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;
|
•
|
provisions providing for our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue such preference shares without shareholder approval;
|
•
|
provisions providing for 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.
|
•
|
we may not realize a satisfactory return on our investment or the joint ventures may divert management’s attention from our business;
|
•
|
our joint venture partners could have investment goals that are not consistent with our investment objectives, including the timing, terms and strategies for any investments;
|
•
|
our joint venture partners might fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner; and
|
•
|
our joint venture partners may have competing interests in our markets that could create conflict of interest issues, particularly if aircraft owned by the joint ventures are being marketed for lease or sale at a time when the Company also has comparable aircraft available for lease or sale.
|
•
|
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.
|
|
High
|
|
Low
|
|
Dividends
Declared per
Share ($)
|
||||||
Year Ended December 31, 2016:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
22.49
|
|
|
$
|
15.06
|
|
|
$
|
0.240
|
|
Second Quarter
|
$
|
22.74
|
|
|
$
|
18.82
|
|
|
$
|
0.240
|
|
Third Quarter
|
$
|
22.95
|
|
|
$
|
18.56
|
|
|
$
|
0.240
|
|
Fourth Quarter
|
$
|
22.99
|
|
|
$
|
18.26
|
|
|
$
|
0.260
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
23.82
|
|
|
$
|
19.64
|
|
|
$
|
0.220
|
|
Second Quarter
|
$
|
25.52
|
|
|
$
|
22.15
|
|
|
$
|
0.220
|
|
Third Quarter
|
$
|
24.70
|
|
|
$
|
18.50
|
|
|
$
|
0.220
|
|
Fourth Quarter
|
$
|
23.49
|
|
|
$
|
19.13
|
|
|
$
|
0.240
|
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(1)
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(1)
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||
October 1 through 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
96,656
|
|
November 1 through 30
|
41,000
|
|
|
18.75
|
|
|
41,000
|
|
|
95,888
|
|
||
December 1 through 31
|
—
|
|
|
—
|
|
|
—
|
|
|
95,888
|
|
||
Total
|
41,000
|
|
|
$
|
18.75
|
|
|
41,000
|
|
|
$
|
95,888
|
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
||||||||||||
Aircastle Limited
|
$
|
127.29
|
|
|
$
|
103.77
|
|
|
$
|
165.60
|
|
|
$
|
192.80
|
|
|
$
|
196.31
|
|
|
$
|
205.19
|
|
S&P Midcap 400
|
98.27
|
|
|
117.88
|
|
|
157.37
|
|
|
172.74
|
|
|
168.98
|
|
|
204.03
|
|
||||||
Peer Group
|
82.53
|
|
|
103.24
|
|
|
203.09
|
|
|
210.89
|
|
|
226.50
|
|
|
222.69
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollars in thousands, except share data)
|
||||||||||||||||||
Selected Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease rental revenue
|
$
|
725,220
|
|
|
$
|
733,417
|
|
|
$
|
714,654
|
|
|
$
|
644,929
|
|
|
$
|
623,503
|
|
Total revenues
|
772,958
|
|
|
819,202
|
|
|
818,602
|
|
|
708,645
|
|
|
686,572
|
|
|||||
Selling, general and administrative expenses
|
61,872
|
|
|
56,198
|
|
|
55,773
|
|
|
53,436
|
|
|
48,370
|
|
|||||
Depreciation
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|
284,924
|
|
|
269,920
|
|
|||||
Interest, net
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|
243,757
|
|
|
222,808
|
|
|||||
Net income
|
151,453
|
|
|
121,729
|
|
|
100,828
|
|
|
29,781
|
|
|
32,868
|
|
|||||
Earnings per common share — Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
$
|
0.40
|
|
|
$
|
0.46
|
|
Earnings per common share — Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
$
|
0.40
|
|
|
$
|
0.46
|
|
Cash dividends declared per share
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
0.695
|
|
|
$
|
0.615
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
734,989
|
|
|
$
|
707,524
|
|
|
$
|
658,606
|
|
|
$
|
600,088
|
|
|
$
|
546,285
|
|
Adjusted EBITDA
|
767,953
|
|
|
832,105
|
|
|
792,283
|
|
|
717,209
|
|
|
647,622
|
|
|||||
Adjusted net income
|
168,527
|
|
|
142,271
|
|
|
167,642
|
|
|
59,260
|
|
|
57,009
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by operations
|
$
|
468,092
|
|
|
$
|
526,285
|
|
|
$
|
458,786
|
|
|
$
|
424,037
|
|
|
$
|
427,277
|
|
Cash flows used in investing activities
|
(646,155
|
)
|
|
(864,662
|
)
|
|
(861,602
|
)
|
|
(682,933
|
)
|
|
(741,909
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
477,738
|
|
|
324,625
|
|
|
(82,141
|
)
|
|
295,292
|
|
|
637,327
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
455,579
|
|
|
$
|
155,904
|
|
|
$
|
169,656
|
|
|
$
|
654,613
|
|
|
$
|
618,217
|
|
Flight equipment held for lease, net of accumulated depreciation
|
6,247,585
|
|
|
5,867,062
|
|
|
5,579,718
|
|
|
5,044,410
|
|
|
4,662,661
|
|
|||||
Net investment in finance and sales-type leases
|
260,853
|
|
|
201,211
|
|
|
106,651
|
|
|
145,173
|
|
|
119,951
|
|
|||||
Total assets
|
7,244,665
|
|
|
6,569,964
|
|
|
6,175,146
|
|
|
6,199,429
|
|
|
5,757,073
|
|
|||||
Borrowings from secured and unsecured financings, net of debt issuance costs
|
4,506,245
|
|
|
4,041,156
|
|
|
3,744,587
|
|
|
3,684,897
|
|
|
3,543,589
|
|
|||||
Shareholders’ equity
|
1,834,314
|
|
|
1,779,500
|
|
|
1,720,335
|
|
|
1,645,407
|
|
|
1,415,626
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of aircraft owned and managed on behalf of our joint ventures (at the end of period)
|
206
|
|
|
167
|
|
|
152
|
|
|
162
|
|
|
159
|
|
|||||
Total debt to total capitalization
|
71.1
|
%
|
|
69.4
|
%
|
|
68.5
|
%
|
|
69.1
|
%
|
|
71.5
|
%
|
|||||
Total unencumbered assets
|
$
|
5,069,955
|
|
|
$
|
4,084,134
|
|
|
$
|
3,510,588
|
|
|
$
|
3,309,821
|
|
|
$
|
2,709,915
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
|
$
|
29,781
|
|
|
$
|
32,868
|
|
Depreciation
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|
284,924
|
|
|
269,920
|
|
|||||
Amortization of net lease premiums (discounts) and lease incentives
|
10,353
|
|
|
10,664
|
|
|
6,172
|
|
|
32,411
|
|
|
12,844
|
|
|||||
Interest, net
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|
243,757
|
|
|
222,808
|
|
|||||
Income tax provision
|
12,307
|
|
|
12,771
|
|
|
13,863
|
|
|
9,215
|
|
|
7,845
|
|
|||||
EBITDA
|
$
|
734,989
|
|
|
$
|
707,524
|
|
|
$
|
658,606
|
|
|
$
|
600,088
|
|
|
$
|
546,285
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment of aircraft
|
28,585
|
|
|
119,835
|
|
|
93,993
|
|
|
117,306
|
|
|
96,454
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
36,570
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash share-based payment expense
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|
4,569
|
|
|
4,232
|
|
|||||
Gain on mark-to-market of interest rate derivative contracts
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|
(4,754
|
)
|
|
(597
|
)
|
|||||
Contract termination expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|||||
Adjusted EBITDA
|
$
|
767,953
|
|
|
$
|
832,105
|
|
|
$
|
792,283
|
|
|
$
|
717,209
|
|
|
$
|
647,622
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
|
$
|
29,781
|
|
|
$
|
32,868
|
|
Loss on extinguishment of debt
(2)
|
—
|
|
|
—
|
|
|
36,570
|
|
|
—
|
|
|
—
|
|
|||||
Ineffective portion and termination of cash flow hedges
(1)
|
—
|
|
|
455
|
|
|
660
|
|
|
2,393
|
|
|
2,893
|
|
|||||
Gain on mark-to-market of interest rate derivative contracts
(2)
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|
(4,754
|
)
|
|
(597
|
)
|
|||||
Loan termination payment
(1)
|
4,960
|
|
|
—
|
|
|
—
|
|
|
2,954
|
|
|
—
|
|
|||||
Write-off of deferred financing fees
(1)
|
2,880
|
|
|
—
|
|
|
—
|
|
|
3,975
|
|
|
3,034
|
|
|||||
Stock compensation expense
(3)
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|
4,569
|
|
|
4,232
|
|
|||||
Term Financing No. 1 hedge loss amortization charges
(1)
|
—
|
|
|
4,401
|
|
|
14,854
|
|
|
17,843
|
|
|
13,331
|
|
|||||
Securitization No. 1 hedge loss amortization charges
(1)
|
4,855
|
|
|
10,940
|
|
|
11,616
|
|
|
2,499
|
|
|
—
|
|
|||||
Contract termination expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|||||
Adjusted net income
|
$
|
168,527
|
|
|
$
|
142,271
|
|
|
$
|
167,642
|
|
|
$
|
59,260
|
|
|
$
|
57,009
|
|
(1)
|
Included in Interest, net.
|
(2)
|
Included in Other income (expense).
|
(3)
|
Included in Selling, general and administrative expenses.
|
Owned Aircraft
|
As of
December 31, 2016 (1) |
|
As of
December 31, 2015 (1) |
|
As of
December 31, 2014 (1) |
||||||
Flight Equipment Held for Lease
|
$
|
6,508
|
|
|
$
|
6,068
|
|
|
$
|
5,686
|
|
Unencumbered Flight Equipment included in Flight Equipment Held for Lease
|
$
|
4,614
|
|
|
$
|
3,928
|
|
|
$
|
3,341
|
|
Number of Aircraft
|
193
|
|
|
162
|
|
|
148
|
|
|||
Number of Unencumbered Aircraft
|
156
|
|
|
118
|
|
|
95
|
|
|||
Number of Lessees
|
71
|
|
|
53
|
|
|
54
|
|
|||
Number of Countries
|
36
|
|
|
34
|
|
|
34
|
|
|||
Weighted Average Age (years)
(2)
|
7.9
|
|
|
7.5
|
|
|
8.4
|
|
|||
Weighted Average Remaining Lease Term (years)
(2)
|
5.1
|
|
|
5.9
|
|
|
5.4
|
|
|||
Weighted Average Fleet Utilization during the Fourth Quarter
(3)
|
99.0
|
%
|
|
99.7
|
%
|
|
99.9
|
%
|
|||
Weighted Average Fleet Utilization for the Year Ended
(3)
|
98.9
|
%
|
|
99.3
|
%
|
|
99.6
|
%
|
|||
Portfolio Yield for the Fourth Quarter
(4)
|
12.4
|
%
|
|
12.6
|
%
|
|
13.3
|
%
|
|||
Portfolio Yield for the Year Ended
(4)
|
12.4
|
%
|
|
12.7
|
%
|
|
13.4
|
%
|
|||
|
|
|
|
|
|
||||||
Managed Aircraft on behalf of Joint Ventures
|
|
|
|
|
|
||||||
Flight Equipment
|
$
|
689
|
|
|
$
|
484
|
|
|
$
|
505
|
|
Number of Aircraft
|
13
|
|
|
5
|
|
|
5
|
|
(1)
|
Calculated using net book value at period end.
|
(2)
|
Weighted by net book value.
|
(3)
|
Aircraft on-lease days as a percent of total days in period weighted by net book value.
|
(4)
|
Lease rental revenue, interest income and cash collections on our net investment in finance and sales-type leases for the period as a percent of the average net book value for the period; quarterly information is annualized. Based on the growing level of finance and sales-type lease revenue, management revised the calculation of portfolio yield to include our net investment in finance and sales-type leases in the average net book value and to include the interest income and cash collections on our net investment in finance and sales-type leases in lease rentals.
|
|
Owned Aircraft as of
December 31, 2016
|
|
Owned Aircraft as of
December 31, 2015 |
||||||||
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
|
Number of
Aircraft
|
|
% of Net
Book Value
(1)
|
||||
Aircraft Type
|
|
|
|
|
|
|
|
||||
Passenger:
|
|
|
|
|
|
|
|
||||
Narrow-body
|
155
|
|
|
56
|
%
|
|
118
|
|
|
46
|
%
|
Wide-body
|
30
|
|
|
36
|
%
|
|
33
|
|
|
44
|
%
|
Total Passenger
|
185
|
|
|
92
|
%
|
|
151
|
|
|
90
|
%
|
Freighter
|
8
|
|
|
8
|
%
|
|
11
|
|
|
10
|
%
|
Total
|
193
|
|
|
100
|
%
|
|
162
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Manufacturer
|
|
|
|
|
|
|
|
||||
Airbus
|
103
|
|
|
51
|
%
|
|
87
|
|
|
53
|
%
|
Boeing
|
85
|
|
|
47
|
%
|
|
70
|
|
|
45
|
%
|
Embraer
|
5
|
|
|
2
|
%
|
|
5
|
|
|
2
|
%
|
Total
|
193
|
|
|
100
|
%
|
|
162
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Regional Diversification
|
|
|
|
|
|
|
|
||||
Asia and Pacific
|
61
|
|
|
38
|
%
|
|
49
|
|
|
39
|
%
|
Europe
|
66
|
|
|
23
|
%
|
|
64
|
|
|
26
|
%
|
Middle East and Africa
|
14
|
|
|
11
|
%
|
|
9
|
|
|
10
|
%
|
North America
|
26
|
|
|
8
|
%
|
|
17
|
|
|
6
|
%
|
South America
|
23
|
|
|
18
|
%
|
|
22
|
|
|
19
|
%
|
Off-lease
|
3
|
|
(2)
|
2
|
%
|
|
1
|
|
(3)
|
—
|
%
|
Total
|
193
|
|
|
100
|
%
|
|
162
|
|
|
100
|
%
|
(1)
|
Calculated using net book value at year end.
|
(2)
|
Consisted of
one
Airbus A330-200 aircraft, which was delivered on lease to a customer in February 2017, and
two
Airbus A321-200 aircraft which are subject to a commitment to lease.
|
(3)
|
Consisted of
one
Boeing 777-200ER aircraft that was sold during the second quarter of 2016.
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
|
Greater than 6% per customer
|
|
Avianca Brazil
|
|
Brazil
|
|
10
|
|
|
|
Lion Air
|
|
Indonesia
|
|
12
|
|
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
LATAM
|
|
Chile
|
|
3
|
|
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
|
Thai Airways
|
|
Thailand
|
|
2
|
|
|
|
Singapore Airlines
|
|
Singapore
|
|
4
|
|
|
|
Air Asia X
|
|
Malaysia
|
|
3
|
|
|
|
Air Berlin
|
|
Germany
|
|
11
|
|
|
|
Emirates
|
|
United Arab Emirates
|
|
2
|
|
|
|
AirBridge Cargo
(1)
|
|
Russia
|
|
2
|
|
|
|
Iberia
|
|
Spain
|
|
11
|
|
|
|
Garuda
|
|
Indonesia
|
|
4
|
|
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
Jet Airways
|
|
India
|
|
8
|
|
|
|
Avianca
|
|
Colombia
|
|
2
|
|
|
|
easyJet
|
|
United Kingdom
|
|
10
|
|
|
|
Total top 15 customers
|
|
|
|
88
|
|
|
|
All other customers
|
|
|
|
105
|
|
|
|
Total all customers
|
|
|
|
193
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
725,220
|
|
|
$
|
733,417
|
|
Finance and sales-type lease revenue
|
17,190
|
|
|
7,658
|
|
||
Amortization of net lease discounts and lease incentives
|
(10,353
|
)
|
|
(10,664
|
)
|
||
Maintenance revenue
|
33,590
|
|
|
71,049
|
|
||
Total lease rentals
|
765,647
|
|
|
801,460
|
|
||
Other revenue
|
7,311
|
|
|
17,742
|
|
||
Total revenues
|
772,958
|
|
|
819,202
|
|
||
Expenses:
|
|
|
|
||||
Depreciation
|
305,216
|
|
|
318,783
|
|
||
Interest, net
|
255,660
|
|
|
243,577
|
|
||
Selling, general and administrative
|
61,872
|
|
|
56,198
|
|
||
Impairment of aircraft
|
28,585
|
|
|
119,835
|
|
||
Maintenance and other costs
|
7,773
|
|
|
11,502
|
|
||
Total operating expenses
|
659,106
|
|
|
749,895
|
|
||
Other income:
|
|
|
|
||||
Gain on sale of flight equipment
|
39,126
|
|
|
58,017
|
|
||
Other
|
3,527
|
|
|
919
|
|
||
Total other income
|
42,653
|
|
|
58,936
|
|
||
Income from continuing operations before income taxes
|
156,505
|
|
|
128,243
|
|
||
Income tax provision
|
12,307
|
|
|
12,771
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
7,255
|
|
|
6,257
|
|
||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
•
|
$100.3 million due to sales of 56 aircraft since December 31, 2015; and
|
•
|
$14.8 million due to lease extensions, amendments, transitions and other changes.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(6,223
|
)
|
|
$
|
(9,897
|
)
|
Amortization of lease premiums
|
(13,744
|
)
|
|
(10,922
|
)
|
||
Amortization of lease discounts
|
9,614
|
|
|
10,155
|
|
||
Amortization of net lease discounts and lease incentives
|
$
|
(10,353
|
)
|
|
$
|
(10,664
|
)
|
•
|
a $41.3 million increase in depreciation for aircraft acquired;
|
•
|
a $3.8 million increase due to capitalized aircraft improvements; and
|
•
|
a $1.2 million increase due to changes to asset lives and residual values.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
228,774
|
|
|
$
|
204,326
|
|
Hedge ineffectiveness losses
|
—
|
|
|
455
|
|
||
Amortization of deferred losses related to interest rate derivatives
|
9,662
|
|
|
24,023
|
|
||
Amortization of deferred financing fees and debt discount
(2)
|
18,508
|
|
|
14,878
|
|
||
Interest expense
|
256,944
|
|
|
243,682
|
|
||
Less: Interest income
|
(1,140
|
)
|
|
(105
|
)
|
||
Less: Capitalized interest
|
(144
|
)
|
|
—
|
|
||
Interest, net
|
$
|
255,660
|
|
|
$
|
243,577
|
|
(1)
|
Includes $5.0 million in loan termination fees related to the sale of two aircraft during the year ended December 31, 2016.
|
(2)
|
Includes $2.9 million in deferred financing fees written off related to the sale of two aircraft during the year ended December 31, 2016.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
Net change in fair value of derivatives, net of tax expense of $0 and $35, respectively
|
(1
|
)
|
|
1,224
|
|
||
Derivative loss reclassified into earnings
|
9,662
|
|
|
24,023
|
|
||
Total comprehensive income
|
$
|
161,114
|
|
|
$
|
146,976
|
|
•
|
$151.5 million
of net income; and
|
•
|
$9.7 million of amortization of deferred net losses reclassified into earnings primarily related to terminated interest rate derivatives.
|
•
|
$121.7 million
of net income;
|
•
|
a $1.2 million gain from a change in fair value of interest rate derivatives, net of taxes, which is due primarily to net settlements for the year ended December 31, 2015, including a slight gain due to an upward shift in the 1 Month LIBOR forward curve; and
|
•
|
$24.0 million of amortization of deferred net losses reclassified into earnings primarily related to terminated interest rate derivatives.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
733,417
|
|
|
$
|
714,654
|
|
Finance and sales-type lease revenue
|
7,658
|
|
|
10,906
|
|
||
Amortization of net lease discounts and lease incentives
|
(10,664
|
)
|
|
(6,172
|
)
|
||
Maintenance revenue
|
71,049
|
|
|
88,006
|
|
||
Total lease rentals
|
801,460
|
|
|
807,394
|
|
||
Other revenue
|
17,742
|
|
|
11,208
|
|
||
Total revenues
|
819,202
|
|
|
818,602
|
|
||
Expenses:
|
|
|
|
||||
Depreciation
|
318,783
|
|
|
299,365
|
|
||
Interest, net
|
243,577
|
|
|
238,378
|
|
||
Selling, general and administrative
|
56,198
|
|
|
55,773
|
|
||
Impairment of aircraft
|
119,835
|
|
|
93,993
|
|
||
Maintenance and other costs
|
11,502
|
|
|
7,239
|
|
||
Total operating expenses
|
749,895
|
|
|
694,748
|
|
||
Other income (expense):
|
|
|
|
||||
Gain on sale of flight equipment
|
58,017
|
|
|
23,146
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(36,570
|
)
|
||
Other
|
919
|
|
|
1,207
|
|
||
Total other income (expense)
|
58,936
|
|
|
(12,217
|
)
|
||
Income from continuing operations before income taxes
|
128,243
|
|
|
111,637
|
|
||
Income tax provision
|
12,771
|
|
|
13,863
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
6,257
|
|
|
3,054
|
|
||
Net income
|
$
|
121,729
|
|
|
$
|
100,828
|
|
•
|
$118.6 million, consisting of $67.5 million due to the sale of 41 aircraft in 2014 and $51.1 million from the sale of 29 aircraft in 2015;
|
•
|
$27.1 million due to lease extensions, amendments and transitions; and
|
•
|
$6.6 million from the effect of lease terminations and other changes.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(9,897
|
)
|
|
$
|
(6,584
|
)
|
Amortization of lease premiums
|
(10,922
|
)
|
|
(9,099
|
)
|
||
Amortization of lease discounts
|
10,155
|
|
|
9,511
|
|
||
Amortization of net lease discounts and lease incentives
|
$
|
(10,664
|
)
|
|
$
|
(6,172
|
)
|
•
|
a $56.4 million increase in depreciation for aircraft acquired;
|
•
|
a $10.3 million increase due to changes to asset lives and residual values; and
|
•
|
a $5.5 million increase due to capitalized aircraft improvements.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
|
$
|
204,326
|
|
|
$
|
189,135
|
|
Hedge ineffectiveness losses
|
455
|
|
|
738
|
|
||
Amortization of deferred losses related to interest rate derivatives
|
24,023
|
|
|
34,979
|
|
||
Amortization of deferred financing fees and notes discount
|
14,878
|
|
|
13,961
|
|
||
Interest Expense
|
243,682
|
|
|
238,813
|
|
||
Less interest income
|
(105
|
)
|
|
(435
|
)
|
||
Interest, net
|
$
|
243,577
|
|
|
$
|
238,378
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Net change in fair value of derivatives, net of tax expense of $35 and $828, respectively
|
1,224
|
|
|
2,466
|
|
||
Derivative loss reclassified into earnings
|
24,023
|
|
|
34,979
|
|
||
Total comprehensive income
|
$
|
146,976
|
|
|
$
|
138,273
|
|
•
|
$121.7 million of net income;
|
•
|
a $1.2 million gain from a change in fair value of interest rate derivatives, net of taxes, which is due primarily to net settlements for the year ended December 31, 2015, including a slight gain due to an upward shift in the 1 Month LIBOR forward curve; and
|
•
|
$24.0 million of amortization of deferred net losses reclassified into earnings primarily related to terminated interest rate derivatives.
|
•
|
$100.8 million of net income;
|
•
|
a $2.5 million gain from a change in fair value of interest rate derivatives, net of taxes, which is due primarily to net settlements for the year ended December 31, 2014 partially offset by a slight loss due to a downward shift in the 1 Month LIBOR forward curve; and
|
•
|
$35.0 million of amortization of deferred net losses reclassified into earnings primarily related to terminated interest rate derivatives
.
|
•
|
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.
|
•
|
various forms of borrowing secured by our aircraft, including bank term facilities, limited recourse securitization financings, and ECA-backed financings for new aircraft acquisitions;
|
•
|
unsecured indebtedness, including our current unsecured revolving credit facilities, term loan and senior notes;
|
•
|
sales of common shares; and
|
•
|
asset sales.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash flow provided by operating activities
|
$
|
468,092
|
|
|
$
|
526,285
|
|
|
$
|
458,786
|
|
Net cash flow used in investing activities
|
(646,155
|
)
|
|
(864,662
|
)
|
|
(861,602
|
)
|
|||
Net cash flow provided by (used in) financing activities
|
477,738
|
|
|
324,625
|
|
|
(82,141
|
)
|
•
|
a $29.7 million increase in cash paid for interest
|
•
|
a $21.5 million decrease in cash from maintenance revenue;
|
•
|
a $10.7 million decrease in cash from lease rentals, net of finance and sales-type leases; and
|
•
|
a $4.0 million increase in cash paid for taxes.
|
•
|
a $39.3 million increase in cash from maintenance revenue;
|
•
|
a $24.1 million increase in cash from lease rentals, net of finance and sales-type leases;
|
•
|
a $6.4 million decrease in cash paid for interest; and
|
•
|
a $7.1 million increase in cash from working capital.
|
•
|
a $193.4 million increase in proceeds from the sale of flight equipment;
|
•
|
a $22.6 million decrease in net investments in finance and sales-type leases; and
|
•
|
a $34.0 million increase in restricted cash and cash equivalents related to the sale of flight equipment.
|
•
|
an $18.0 million increase in unconsolidated equity method investment in 2016;
|
•
|
a $10.4 million increase in the acquisition and improvement of flight equipment; and
|
•
|
a $2.8 million net increase in aircraft purchase deposits paid.
|
•
|
a $270.4 million decrease in proceeds from the sale of flight equipment;
|
•
|
a $78.1 million increase in net investments in finance and sales-type leases; and
|
•
|
a $6.8 million increase in aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits.
|
•
|
a $92.6 million decrease in securitization and term debt financing repayments;
|
•
|
a $79.3 million increase in proceeds from secured and unsecured financings; and
|
•
|
a $10.2 million increase in restricted cash and cash equivalents related to financing activities.
|
•
|
a $16.5 million increase in shares repurchased;
|
•
|
a $7.0 million increase in deferred financing costs; and
|
•
|
a $4.2 million increase in dividends paid.
|
•
|
a $335.9 million decrease in debt repayments primarily due to the repayment of Securitization No. 1 in February 2014 and repayment of our 9.75% Senior Notes due 2018 in April 2014, inclusive of debt extinguishment costs;
|
•
|
a $93.1 million decrease in maintenance and security deposits returned, net of deposits received; and
|
•
|
a $33.4 million decrease in payments for terminated cash flow hedges in 2014.
|
•
|
a $28.2 million decrease in proceeds from notes and debt financings;
|
•
|
an $18.8 million increase in issuances of common shares, net of repurchased shares; and
|
•
|
a $6.5 million increase in dividends.
|
|
Payments Due by Period as of December 31, 2016
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
1 year
or less
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Principal payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes due 2017-2023
|
$
|
3,200,000
|
|
|
$
|
500,000
|
|
|
$
|
900,000
|
|
|
$
|
800,000
|
|
|
$
|
1,000,000
|
|
DBJ Term Loan
|
120,000
|
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|||||
Revolving Credit Facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ECA Financings
|
305,276
|
|
|
42,580
|
|
|
89,755
|
|
|
96,254
|
|
|
76,687
|
|
|||||
Bank Financings
|
936,192
|
|
|
140,946
|
|
|
185,596
|
|
|
172,882
|
|
|
436,768
|
|
|||||
Total principal payments
|
4,561,468
|
|
|
683,526
|
|
|
1,295,351
|
|
|
1,069,136
|
|
|
1,513,455
|
|
|||||
Interest payments on debt obligations
(1)
|
852,798
|
|
|
214,470
|
|
|
356,986
|
|
|
200,016
|
|
|
81,326
|
|
|||||
Office leases
(2)
|
3,408
|
|
|
1,205
|
|
|
843
|
|
|
418
|
|
|
942
|
|
|||||
Purchase obligations
(3)
|
1,081,228
|
|
|
170,252
|
|
|
551,935
|
|
|
359,041
|
|
|
—
|
|
|||||
Total
|
$
|
6,498,902
|
|
|
$
|
1,069,453
|
|
|
$
|
2,205,115
|
|
|
$
|
1,628,611
|
|
|
$
|
1,595,723
|
|
(1)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at December 31, 2016.
|
(2)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
(3)
|
At December 31, 2016, we had commitments to acquire 28 aircraft for $1.08 billion, including 25 new E-Jet E-2 aircraft from Embraer, with delivery beginning in 2018. In January 2017, we amended our contract with Embraer to reschedule some of the aircraft delivery dates. These amounts include estimated amounts for pre-delivery deposits, contractual price escalations and other adjustments. As of February 7, 2017, we have commitments to acquire 28 aircraft for $1.08 billion.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Depreciation
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|||
Amortization of net lease discounts and lease incentives
|
10,353
|
|
|
10,664
|
|
|
6,172
|
|
|||
Interest, net
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|||
Income tax provision
|
12,307
|
|
|
12,771
|
|
|
13,863
|
|
|||
EBITDA
|
$
|
734,989
|
|
|
$
|
707,524
|
|
|
$
|
658,606
|
|
Adjustments:
|
|
|
|
|
|
||||||
Impairment of aircraft
|
28,585
|
|
|
119,835
|
|
|
93,993
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
36,570
|
|
|||
Non-cash share-based payment expense
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|||
Gain on mark-to-market of interest rate derivative contracts
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|||
Adjusted EBITDA
|
$
|
767,953
|
|
|
$
|
832,105
|
|
|
$
|
792,283
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Loss on extinguishment of debt
(2)
|
—
|
|
|
—
|
|
|
36,570
|
|
|||
Ineffective portion and termination of cash flow hedges
(1)
|
—
|
|
|
455
|
|
|
660
|
|
|||
Gain on mark-to-market of interest rate derivative contracts
(2)
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|||
Loan termination fee
(1)
|
4,960
|
|
|
—
|
|
|
—
|
|
|||
Write-off of deferred financing fees
(1)
|
2,880
|
|
|
—
|
|
|
—
|
|
|||
Non-cash share-based payment expense
(3)
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|||
Term Financing No. 1 hedge loss amortization charges
(1)
|
—
|
|
|
4,401
|
|
|
14,854
|
|
|||
Securitization No. 1 hedge loss amortization charges
(1)
|
4,855
|
|
|
10,940
|
|
|
11,616
|
|
|||
Adjusted net income
|
$
|
168,527
|
|
|
$
|
142,271
|
|
|
$
|
167,642
|
|
(1)
|
Included in Interest, net.
|
(2)
|
Included in Other income (expense).
|
(3)
|
Included in Selling, general and administrative expenses.
|
|
Year Ended December 31,
|
|||||||
Weighted-average shares:
|
2016
|
|
2015
|
|
2014
|
|||
Common shares outstanding
|
78,161,494
|
|
|
80,489,391
|
|
|
80,389,349
|
|
Restricted common shares
|
653,944
|
|
|
615,611
|
|
|
588,077
|
|
Total weighted-average shares
|
78,815,438
|
|
|
81,105,002
|
|
|
80,977,426
|
|
|
||||||||
|
Year Ended December 31,
|
|||||||
Percentage of weighted-average shares:
|
2016
|
|
2015
|
|
2014
|
|||
Common shares outstanding
|
99.17
|
%
|
|
99.24
|
%
|
|
99.27
|
%
|
Restricted common shares
(1)
|
0.83
|
%
|
|
0.76
|
%
|
|
0.73
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average common shares outstanding — Basic
|
78,161,494
|
|
|
80,489,391
|
|
|
80,389,349
|
|
Effect of dilutive shares
(2)
|
42,785
|
|
|
—
|
|
|
—
|
|
Weighted-average common shares outstanding — Diluted
|
78,204,279
|
|
|
80,489,391
|
|
|
80,389,349
|
|
|
Year Ended December 31,
|
||||||||||
Adjusted net income allocation:
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||
Adjusted net income
|
$
|
168,527
|
|
|
$
|
142,271
|
|
|
$
|
167,642
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(1,398
|
)
|
|
(1,080
|
)
|
|
(1,217
|
)
|
|||
Adjusted net income allocable to common shares — Basic and Diluted
|
$
|
167,129
|
|
|
$
|
141,191
|
|
|
$
|
166,425
|
|
Adjusted net income per common share — Basic
|
$
|
2.14
|
|
|
$
|
1.75
|
|
|
$
|
2.07
|
|
Adjusted net income per common share — Diluted
|
$
|
2.14
|
|
|
$
|
1.75
|
|
|
$
|
2.07
|
|
(1)
|
For the years ended December 31, 2016, 2015 and 2014, distributed and undistributed earnings to restricted shares is 0.83%, 0.76% and 0.73%, respectively, of net income. The amount of restricted share forfeitures for all periods presented is immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For the year ended December 31, 2016, dilutive shares represented contingently issuable shares related to the Company’s Performance Share Units, or "PSUs." For the years ended December 31, 2015 and 2014, we had 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 aircraft’s 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;
|
•
|
elements of our interest rate derivative accounting may be used to evaluate the effectiveness of our hedging policy;
|
•
|
hedge loss amortization charges related to Term Financing No. 1 and Securitization No. 1; and
|
•
|
adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.
|
(A)
|
1.
|
Consolidated Financial Statements.
|
|
|
The following is a list of the “Consolidated Financial Statements” of Aircastle Limited and its subsidiaries included in this Annual Report on Form 10-K, which are filed herewith pursuant to Item 8:
|
|
|
Report of Independent Registered Public Accounting Firm.
|
|
|
Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015.
|
|
|
Consolidated Statements of Income for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
|
|
|
Notes to Consolidated Financial Statements.
|
|
2.
|
Financial Statement Schedules.
|
|
|
There are no Financial Statement Schedules filed as part of this Annual Report, since the required information is included in the Consolidated Financial Statements, including the notes thereto, or the circumstances requiring inclusion of such schedules are not present.
|
|
3.
|
Exhibits.
|
|
|
The exhibits filed herewith are listed on the Exhibit Index filed as part of this report on Form 10-K.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
|
|
3.2
|
|
Amended Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3 (No. 333-182242) filed on June 20, 2012).
|
|
|
|
4.1
|
|
Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
|
|
|
|
4.2
|
|
Indenture, dated as of April 4, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).
|
|
|
|
4.3
|
|
Indenture, dated as of November 30, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 30, 2012).
|
|
|
|
4.4
|
|
Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015).
|
|
|
|
4.5
|
|
Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).
|
|
|
|
4.6
|
|
Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee Citigroup Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
|
|
|
|
4.7
|
|
First Supplemental Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
|
|
|
|
4.8
|
|
Second Supplemental Indenture, dated as of March 26, 2014, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, 2014).
|
|
|
|
4.9
|
|
Third Supplemental Indenture, dated as of January 15, 2015, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2015).
|
|
|
|
4.10
|
|
Fourth Supplemental Indenture, dated as of March 24, 2016, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 24, 2016).
|
|
|
|
10.1
|
|
Form of Restricted Share Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). #
|
|
|
|
10.2
|
|
Form of Amended Restricted Share Grant Letter under the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan(incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on March 5, 2010). #
|
|
|
|
10.3
|
|
Form of Amended Restricted Share Agreement for Certain Executive Officers under the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on March 10, 2011). #
|
|
|
|
10.4
|
|
Form of Amended International Employee Restricted Share Unit Agreement under the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 5, 2010). #
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.5
|
|
Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25 2006). #
|
|
|
|
10.6
|
|
Letter Agreement, dated as of February 24, 2006, by and between Aircastle Advisor LLC and Joseph Schreiner (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-134669) filed on June 2, 2006). #
|
|
|
|
10.7
|
|
Letter Agreement, dated as of July 13, 2010, by and between Aircastle Advisor LLC and Ron Wainshal (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2010). #
|
|
|
|
10.8
|
|
Form of Senior Executive Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 8, 2010). #
|
|
|
|
10.9
|
|
Form of Amended and Restated Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2011).
|
|
|
|
10.10
|
|
Registration Rights Agreement, dated as of April 4, 2012, by and among Aircastle Limited and Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).
|
|
|
|
10.11
|
|
Share Purchase Agreement, dated as of August 7, 2012, by and among Aircastle Limited and the Fortress Shareholders named therein (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
|
|
|
|
10.12
|
|
Registration Rights Letter Agreement dated as of August 10, 2012, by and between Aircastle Limited and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 1.3 of the Company’s Current Report on Form 8-K filed on August 13, 2012).
|
|
|
|
10.13
|
|
Registration Rights Agreement, dated as of November 30, 2012, by and among Aircastle Limited and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 30, 2012).
|
|
|
|
10.14
|
|
Third Amended and Restated Credit Agreement, dated as of March 28, 2016, by and among Aircastle Limited, the several lenders from time to time parties thereto, and Citibank N.A., in its capacity as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2016).
|
|
|
|
10.15
|
|
Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 23, 2014).#
|
|
|
|
10.16
|
|
Form of Restricted Share Agreement for Certain Executive Officers Under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2014). #
|
|
|
|
10.17
|
|
Form of Non-Officer Director Restricted Share Agreement Under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2014).#
|
|
|
|
10.18
|
|
Form of Performance Share Unit Agreement for Certain Executive Officers under the Aircastle Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2016). #
|
|
|
|
10.19
|
|
Purchase Agreement COM0270-15, dated as of June 12, 2015, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015).Ø
|
|
|
|
10.20
|
|
Amendment No. 1 to Purchase Agreement COM0270-15, dated as of June 22, 2016, by and between Aircastle Holding Corporation and Embraer S. A. *Ø
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.21
|
|
Amendment No. 2 to Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. *Ø
|
|
|
|
10.22
|
|
Amendment No. 3 to Purchase Agreement COM0270-15, dated as of January 13, 2017, by and between Aircastle Holding Corporation and Embraer S.A. *Ø
|
|
|
|
10.23
|
|
Amendment No. 1 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. *Ø
|
|
|
|
10.24
|
|
Letter Agreement, dated as of October 4, 2016, by and between Aircastle Advisor LLC and Aaron Dahlke (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2016). #
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges *
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant *
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP *
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
|
|
|
99.1
|
|
Owned Aircraft Portfolio at December 31, 2016 *
|
|
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Income for the years ended December 31, 2016, December 31, 2015 and December 31, 2014; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, December 31, 2015 and December 31, 2014; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, December 31, 2015 and December 31, 2014; (v) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2016, December 31, 2015 and December 31, 2014; and (vi) Notes to Consolidated Financial Statements *
|
|
Page No.
|
Consolidated Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Lease rental revenue
|
$
|
725,220
|
|
|
$
|
733,417
|
|
|
$
|
714,654
|
|
Finance and sales-type lease revenue
|
17,190
|
|
|
7,658
|
|
|
10,906
|
|
|||
Amortization of net lease discounts and lease incentives
|
(10,353
|
)
|
|
(10,664
|
)
|
|
(6,172
|
)
|
|||
Maintenance revenue
|
33,590
|
|
|
71,049
|
|
|
88,006
|
|
|||
Total lease rentals
|
765,647
|
|
|
801,460
|
|
|
807,394
|
|
|||
Other revenue
|
7,311
|
|
|
17,742
|
|
|
11,208
|
|
|||
Total revenues
|
772,958
|
|
|
819,202
|
|
|
818,602
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Depreciation
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|||
Interest, net
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|||
Selling, general and administrative (including non-cash share-based payment expense of $7,901, $5,537 and $4,244, respectively)
|
61,872
|
|
|
56,198
|
|
|
55,773
|
|
|||
Impairment of aircraft
|
28,585
|
|
|
119,835
|
|
|
93,993
|
|
|||
Maintenance and other costs
|
7,773
|
|
|
11,502
|
|
|
7,239
|
|
|||
Total expenses
|
659,106
|
|
|
749,895
|
|
|
694,748
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Gain on sale of flight equipment
|
39,126
|
|
|
58,017
|
|
|
23,146
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(36,570
|
)
|
|||
Other
|
3,527
|
|
|
919
|
|
|
1,207
|
|
|||
Total other income (expense)
|
42,653
|
|
|
58,936
|
|
|
(12,217
|
)
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes and earnings of unconsolidated equity method investment
|
156,505
|
|
|
128,243
|
|
|
111,637
|
|
|||
Income tax provision
|
12,307
|
|
|
12,771
|
|
|
13,863
|
|
|||
Earnings of unconsolidated equity method investment, net of tax
|
7,255
|
|
|
6,257
|
|
|
3,054
|
|
|||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Basic:
|
|
|
|
|
|
||||||
Net income per share
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Diluted:
|
|
|
|
|
|
||||||
Net income per share
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Net change in fair value of derivatives, net of tax expense of $0, $35 and $828, respectively
|
(1
|
)
|
|
1,224
|
|
|
2,466
|
|
|||
Net derivative loss reclassified into earnings
|
9,662
|
|
|
24,023
|
|
|
34,979
|
|
|||
Other comprehensive income
|
9,661
|
|
|
25,247
|
|
|
37,445
|
|
|||
Total comprehensive income
|
$
|
161,114
|
|
|
$
|
146,976
|
|
|
$
|
138,273
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|||
Amortization of deferred financing costs
|
18,508
|
|
|
14,878
|
|
|
13,961
|
|
|||
Amortization of net lease discounts and lease incentives
|
10,353
|
|
|
10,664
|
|
|
6,172
|
|
|||
Deferred income taxes
|
6,156
|
|
|
(6,889
|
)
|
|
2,863
|
|
|||
Non-cash share-based payment expense
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|||
Cash flow hedges reclassified into earnings
|
9,662
|
|
|
24,023
|
|
|
34,979
|
|
|||
Security deposits and maintenance payments included in earnings
|
(23,123
|
)
|
|
(35,843
|
)
|
|
(107,031
|
)
|
|||
Gain on the sale of flight equipment
|
(39,126
|
)
|
|
(58,017
|
)
|
|
(23,146
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
36,570
|
|
|||
Impairment of aircraft
|
28,585
|
|
|
119,835
|
|
|
93,993
|
|
|||
Other
|
(6,867
|
)
|
|
(896
|
)
|
|
(878
|
)
|
|||
Changes on certain assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
832
|
|
|
(5,406
|
)
|
|
(509
|
)
|
|||
Other assets
|
(1,089
|
)
|
|
(5,033
|
)
|
|
(11,146
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
(4,014
|
)
|
|
7,255
|
|
|
1,345
|
|
|||
Lease rentals received in advance
|
3,645
|
|
|
15,665
|
|
|
7,176
|
|
|||
Net cash provided by operating activities
|
468,092
|
|
|
526,285
|
|
|
458,786
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition and improvement of flight equipment
|
(1,331,059
|
)
|
|
(1,320,669
|
)
|
|
(1,672,460
|
)
|
|||
Proceeds from sale of flight equipment
|
755,898
|
|
|
562,518
|
|
|
832,961
|
|
|||
Restricted cash and cash equivalents related to sale of flight equipment
|
17,000
|
|
|
(17,000
|
)
|
|
—
|
|
|||
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits
|
(9,628
|
)
|
|
(6,812
|
)
|
|
—
|
|
|||
Net investment in finance and sales-type leases
|
(78,892
|
)
|
|
(91,648
|
)
|
|
(14,258
|
)
|
|||
Collections on finance and sales-type leases
|
19,413
|
|
|
9,559
|
|
|
10,312
|
|
|||
Unconsolidated equity method investment and associated costs
|
(18,048
|
)
|
|
—
|
|
|
(18,255
|
)
|
|||
Other
|
(839
|
)
|
|
(610
|
)
|
|
98
|
|
|||
Net cash used in investing activities
|
(646,155
|
)
|
|
(864,662
|
)
|
|
(861,602
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchase of shares
|
(37,337
|
)
|
|
(20,881
|
)
|
|
(2,092
|
)
|
|||
Proceeds from secured and unsecured debt financings
|
1,054,250
|
|
|
975,000
|
|
|
1,003,200
|
|
|||
Repayments of secured and unsecured debt financings
|
(588,778
|
)
|
|
(681,393
|
)
|
|
(984,517
|
)
|
|||
Deferred financing costs
|
(18,890
|
)
|
|
(11,881
|
)
|
|
(15,843
|
)
|
|||
Restricted secured liquidity facility collateral
|
65,000
|
|
|
—
|
|
|
42,000
|
|
|||
Liquidity facility
|
(65,000
|
)
|
|
—
|
|
|
(42,000
|
)
|
|||
Restricted cash and cash equivalents related to financing activities
|
27,899
|
|
|
17,747
|
|
|
23,889
|
|
|||
Debt extinguishment costs
|
—
|
|
|
—
|
|
|
(32,835
|
)
|
|||
Security deposits and maintenance payments received
|
171,672
|
|
|
152,391
|
|
|
178,805
|
|
|||
Security deposits and maintenance payments returned
|
(51,658
|
)
|
|
(33,398
|
)
|
|
(152,900
|
)
|
|||
Payments for terminated cash flow hedges
|
—
|
|
|
—
|
|
|
(33,427
|
)
|
|||
Other
|
(2,283
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(77,137
|
)
|
|
(72,960
|
)
|
|
(66,421
|
)
|
|||
Net cash provided by (used in) financing activities
|
477,738
|
|
|
324,625
|
|
|
(82,141
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
299,675
|
|
|
(13,752
|
)
|
|
(484,957
|
)
|
|||
Cash and cash equivalents at beginning of year
|
155,904
|
|
|
169,656
|
|
|
654,613
|
|
|||
Cash and cash equivalents at end of year
|
$
|
455,579
|
|
|
$
|
155,904
|
|
|
$
|
169,656
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
224,705
|
|
|
$
|
195,162
|
|
|
$
|
201,611
|
|
Cash paid during the year for income taxes
|
$
|
16,693
|
|
|
$
|
12,716
|
|
|
$
|
5,144
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
|
|
||||||
Advance lease rentals, security deposits, and maintenance payments settled in sale of flight equipment
|
$
|
77,835
|
|
|
$
|
107,396
|
|
|
$
|
84,215
|
|
Advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions
|
$
|
202,808
|
|
|
$
|
13,307
|
|
|
$
|
56,298
|
|
Term debt financings assumed in asset acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,061
|
|
Transfers from Flight equipment held for lease to Net investment in finance and sales-type leases and Other assets
|
$
|
142,950
|
|
|
$
|
40,327
|
|
|
$
|
66,146
|
|
|
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
|
Common Shares
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2013
|
80,806,975
|
|
|
$
|
808
|
|
|
$
|
1,562,106
|
|
|
$
|
158,398
|
|
|
$
|
(75,905
|
)
|
|
$
|
1,645,407
|
|
Issuance of common shares to directors and employees
|
354,547
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from directors and employees
|
(178,273
|
)
|
|
(2
|
)
|
|
(2,090
|
)
|
|
—
|
|
|
—
|
|
|
(2,092
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
4,244
|
|
|
—
|
|
|
—
|
|
|
4,244
|
|
|||||
Excess tax benefit from stock based compensation
|
—
|
|
|
—
|
|
|
924
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,421
|
)
|
|
—
|
|
|
(66,421
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
100,828
|
|
|
—
|
|
|
100,828
|
|
|||||
Net change in fair value of derivatives, net of $828 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,466
|
|
|
2,466
|
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,979
|
|
|
34,979
|
|
|||||
Balance, December 31, 2014
|
80,983,249
|
|
|
810
|
|
|
1,565,180
|
|
|
192,805
|
|
|
(38,460
|
)
|
|
1,720,335
|
|
|||||
Issuance of common shares to directors and employees
|
306,593
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(1,057,582
|
)
|
|
(11
|
)
|
|
(20,870
|
)
|
|
—
|
|
|
—
|
|
|
(20,881
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
5,537
|
|
|
—
|
|
|
—
|
|
|
5,537
|
|
|||||
Excess tax benefit from stock based compensation
|
—
|
|
|
—
|
|
|
493
|
|
|
—
|
|
|
—
|
|
|
493
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,960
|
)
|
|
—
|
|
|
(72,960
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
121,729
|
|
|
—
|
|
|
121,729
|
|
|||||
Net change in fair value of derivatives, net of $35 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,224
|
|
|
1,224
|
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,023
|
|
|
24,023
|
|
|||||
Balance, December 31, 2015
|
80,232,260
|
|
|
802
|
|
|
1,550,337
|
|
|
241,574
|
|
|
(13,213
|
)
|
|
1,779,500
|
|
|||||
Issuance of common shares to stockholders, directors and employees
|
317,501
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(1,956,628
|
)
|
|
(19
|
)
|
|
(37,318
|
)
|
|
—
|
|
|
—
|
|
|
(37,337
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
7,901
|
|
|
—
|
|
|
—
|
|
|
7,901
|
|
|||||
Excess tax benefit from stock based compensation
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,137
|
)
|
|
—
|
|
|
(77,137
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
151,453
|
|
|
—
|
|
|
151,453
|
|
|||||
Net change in fair value of derivatives, net of $0 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,662
|
|
|
9,662
|
|
|||||
Balance, December 31, 2016
|
78,593,133
|
|
|
$
|
786
|
|
|
$
|
1,521,190
|
|
|
$
|
315,890
|
|
|
$
|
(3,552
|
)
|
|
$
|
1,834,314
|
|
•
|
flight equipment where estimates of the manufacturer’s 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.
|
•
|
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.
|
•
|
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.
|
•
|
The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
The income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts.
|
•
|
The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
|
|
Fair Value
as of
December 31,
2016
|
|
Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique
|
||||||||||
Assets
:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
455,579
|
|
|
$
|
455,579
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
53,238
|
|
|
53,238
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
5,735
|
|
|
—
|
|
|
5,735
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
514,552
|
|
|
$
|
508,817
|
|
|
$
|
5,735
|
|
|
$
|
—
|
|
|
|
Liabilities
:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income
|
|
Fair Value
as of December 31, 2015 |
|
Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique |
||||||||||
Assets
:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
155,904
|
|
|
$
|
155,904
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
98,137
|
|
|
98,137
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
254,041
|
|
|
$
|
254,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Liabilities
:
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
1,283
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
—
|
|
|
Income
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
||||||||
Securitizations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,366
|
|
|
$
|
123,696
|
|
Credit Facilities
|
120,000
|
|
|
120,000
|
|
|
225,000
|
|
|
225,000
|
|
||||
ECA Financings
|
305,276
|
|
|
316,285
|
|
|
404,491
|
|
|
422,640
|
|
||||
Bank Financings
|
933,541
|
|
|
925,783
|
|
|
636,970
|
|
|
653,699
|
|
||||
Senior Notes
|
3,200,000
|
|
|
3,387,125
|
|
|
2,700,000
|
|
|
2,832,125
|
|
|
Year Ended December 31,
|
|||||||
Region
|
2016
|
|
2015
|
|
2014
|
|||
Asia and Pacific
|
40
|
%
|
|
42
|
%
|
|
40
|
%
|
Europe
|
23
|
%
|
|
28
|
%
|
|
29
|
%
|
Middle East and Africa
|
12
|
%
|
|
9
|
%
|
|
9
|
%
|
North America
|
6
|
%
|
|
5
|
%
|
|
9
|
%
|
South America
|
19
|
%
|
|
16
|
%
|
|
13
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
|||||||||
|
Number of Lessees
|
|
Combined % of
Lease Rental Revenue
|
|
Number of Lessees
|
|
Combined % of
Lease Rental Revenue
|
|
Number of Lessees
|
|
Combined % of
Lease Rental Revenue
|
|||
Largest lessees by lease rental revenue
|
4
|
|
25
|
%
|
|
3
|
|
17
|
%
|
|
3
|
|
17
|
%
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Country
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
|||||||||
Russia
(1)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
86,512
|
|
|
11
|
%
|
Indonesia
(2)
|
83,087
|
|
|
11
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
(1)
|
Total revenue attributable to Russia was less than
10%
for the years ended December 31, 2016 and 2015. For the year ended December 31, 2014, includes
$29,867
of maintenance revenue related to early lease terminations.
|
(2)
|
Total revenue attributable to Indonesia was less than
10%
for the years ended December 31, 2015 and 2014.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
Region
|
Number of
Aircraft
|
|
Net Book
Value %
|
|
Number of
Aircraft
|
|
Net Book
Value %
|
||||
Asia and Pacific
|
61
|
|
|
38
|
%
|
|
49
|
|
|
39
|
%
|
Europe
|
66
|
|
|
23
|
%
|
|
64
|
|
|
26
|
%
|
Middle East and Africa
|
14
|
|
|
11
|
%
|
|
9
|
|
|
10
|
%
|
North America
|
26
|
|
|
8
|
%
|
|
17
|
|
|
6
|
%
|
South America
|
23
|
|
|
18
|
%
|
|
22
|
|
|
19
|
%
|
Off-lease
|
3
|
|
(1)
|
2
|
%
|
|
1
|
|
(2)
|
—
|
%
|
Total
|
193
|
|
|
100
|
%
|
|
162
|
|
|
100
|
%
|
(1)
|
Consisted of
one
Airbus A330-200 aircraft, which was delivered on lease to a customer in February 2017, and
two
Airbus A321-200 aircraft, which are subject to a commitment to lease.
|
(2)
|
Consisted of
one
Boeing 777-200ER aircraft that was sold during the second quarter of 2016.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
Region
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
||||||
Indonesia
|
$
|
—
|
|
—
|
%
|
—
|
|
$
|
661,178
|
|
11
|
%
|
3
|
|
Amount
|
||
Total lease payments to be received
|
$
|
180,840
|
|
Less: Unearned income
|
(79,932
|
)
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
159,945
|
|
|
Net investment in finance and sales-type leases
|
$
|
260,853
|
|
Year Ending December 31,
|
Amount
|
||
2017
|
$
|
34,113
|
|
2018
|
27,418
|
|
|
2019
|
27,249
|
|
|
2020
|
26,843
|
|
|
2021
|
20,987
|
|
|
Thereafter
|
44,230
|
|
|
Total lease payments to be received
|
$
|
180,840
|
|
|
|
Amount
|
||
Investment in joint venture at December 31, 2014
|
|
$
|
46,453
|
|
Investment in joint venture
|
|
3,394
|
|
|
Earnings from joint venture, net of tax
|
|
6,257
|
|
|
Distributions
|
|
(5,727
|
)
|
|
Investment in joint venture at December 31, 2015
|
|
50,377
|
|
|
Investment in joint venture
|
|
20,818
|
|
|
Earnings from joint venture, net of tax
|
|
7,255
|
|
|
Distributions
|
|
(5,473
|
)
|
|
Investment in joint venture at December 31, 2016
|
|
$
|
72,977
|
|
|
At December 31, 2016
|
|
At
December 31, 2015
|
|||||||||||
Debt Obligation
|
Outstanding
Borrowings
|
|
Number of Aircraft
|
|
Interest Rate
(1)
|
|
Final Stated
Maturity
|
|
Outstanding
Borrowings
|
|||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Securitization No. 2
|
$
|
—
|
|
|
—
|
|
|
—%
|
|
—
|
|
$
|
125,366
|
|
ECA Financings
(2)
|
305,276
|
|
|
7
|
|
|
3.02% to 3.96%
|
|
12/03/21 to 11/30/24
|
|
404,491
|
|
||
Bank Financings
(3)(4)
|
933,541
|
|
|
30
|
|
|
1.66% to 4.45%
|
|
10/26/17 to 01/19/26
|
|
636,970
|
|
||
Less: Debt Issuance Costs
|
(19,783
|
)
|
|
|
|
|
|
|
|
(20,589
|
)
|
|||
Total secured debt financings, net of debt issuance costs
|
1,219,034
|
|
|
37
|
|
|
|
|
|
|
1,146,238
|
|
||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes due 2017
|
500,000
|
|
|
|
|
6.750%
|
|
04/15/17
|
|
500,000
|
|
|||
Senior Notes due 2018
|
400,000
|
|
|
|
|
4.625%
|
|
12/15/18
|
|
400,000
|
|
|||
Senior Notes due 2019
|
500,000
|
|
|
|
|
6.250%
|
|
12/01/19
|
|
500,000
|
|
|||
Senior Notes due 2020
|
300,000
|
|
|
|
|
7.625%
|
|
04/15/20
|
|
300,000
|
|
|||
Senior Notes due 2021
|
500,000
|
|
|
|
|
5.125%
|
|
03/15/21
|
|
500,000
|
|
|||
Senior Notes due 2022
|
500,000
|
|
|
|
|
5.500%
|
|
02/15/22
|
|
500,000
|
|
|||
Senior Notes due 2023
|
500,000
|
|
|
|
|
5.000%
|
|
04/01/23
|
|
—
|
|
|||
DBJ Term Loan
|
120,000
|
|
|
|
|
2.653%
|
|
04/28/19
|
|
—
|
|
|||
Revolving Credit Facilities
|
—
|
|
|
|
|
N/A
|
|
11/21/19 to 05/13/20
|
|
225,000
|
|
|||
Less: Debt Issuance Costs
|
(32,789
|
)
|
|
|
|
|
|
|
|
(30,082
|
)
|
|||
Total unsecured debt financings, net of debt issuance costs
|
3,287,211
|
|
|
|
|
|
|
|
|
2,894,918
|
|
|||
Total secured and unsecured debt financings, net of debt issuance costs
|
$
|
4,506,245
|
|
|
|
|
|
|
|
|
$
|
4,041,156
|
|
(1)
|
Reflects the floating rate in effect at the applicable reset date plus the margin for our DBJ Term Loan,
six
of our secured bank financings and our revolving credit facilities. All other financings have a fixed rate.
|
(2)
|
The borrowings under these financings at December 31, 2016 have a weighted-average rate of interest of
3.52%
.
|
(3)
|
The borrowings under these financings at December 31, 2016 have a weighted-average fixed rate of interest of
3.20%
.
|
(4)
|
In September 2016, we purchased an interest rate cap for
$2,283
to hedge approximately
70%
of our floating rate interest exposure. The interest rate cap is set at
2%
and has a starting notional balance of
$430,000
and reduces over time to
$215,000
. The cap matures in September 2021.
|
Year Ending December 31,
|
Amount
|
||
2017
|
$
|
683,526
|
|
2018
|
544,023
|
|
|
2019
|
751,328
|
|
|
2020
|
433,393
|
|
|
2021
|
635,743
|
|
|
Thereafter
|
1,513,455
|
|
|
Total
|
$
|
4,561,468
|
|
Non-vested Shares
|
Shares
(in 000’s)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested at December 31, 2013
|
694.7
|
|
|
$
|
13.49
|
|
Granted
|
341.1
|
|
|
18.80
|
|
|
Canceled
|
(69.1
|
)
|
|
15.89
|
|
|
Vested
|
(345.4
|
)
|
|
13.47
|
|
|
Non-vested at December 31, 2014
|
621.3
|
|
|
16.15
|
|
|
Granted
|
308.8
|
|
|
21.58
|
|
|
Canceled
|
(10.6
|
)
|
|
19.22
|
|
|
Vested
|
(268.1
|
)
|
|
15.82
|
|
|
Non-vested at December 31, 2015
|
651.4
|
|
|
18.81
|
|
|
Granted
|
336.7
|
|
|
16.58
|
|
|
Canceled
|
(9.0
|
)
|
|
18.21
|
|
|
Vested
|
(302.4
|
)
|
|
18.50
|
|
|
Non-vested at December 31, 2016
|
676.7
|
|
|
$
|
17.84
|
|
|
Minimum
|
|
Target
|
|
Maximum
|
|||
TSR PSUs
|
—
|
|
|
143,414
|
|
|
286,828
|
|
AROE PSUs
|
—
|
|
|
143,409
|
|
|
286,818
|
|
Total
|
—
|
|
|
286,823
|
|
|
573,646
|
|
Declaration Date
|
Dividend per
Common Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
October 28, 2016
|
$
|
0.260
|
|
|
$
|
20,434
|
|
|
November 29, 2016
|
|
December 15, 2016
|
August 2, 2016
|
$
|
0.240
|
|
|
$
|
18,872
|
|
|
August 26, 2016
|
|
September 15, 2016
|
May 2, 2016
|
$
|
0.240
|
|
|
$
|
18,915
|
|
|
May 31, 2016
|
|
June 15, 2016
|
February 9, 2016
|
$
|
0.240
|
|
|
$
|
18,915
|
|
|
February 29, 2016
|
|
March 15, 2016
|
October 30, 2015
|
$
|
0.240
|
|
|
$
|
19,377
|
|
|
November 30, 2015
|
|
December 15, 2015
|
August 4, 2015
|
$
|
0.220
|
|
|
$
|
17,860
|
|
|
August 31, 2015
|
|
September 15, 2015
|
May 4, 2015
|
$
|
0.220
|
|
|
$
|
17,863
|
|
|
May 29, 2015
|
|
June 15, 2015
|
February 17, 2015
|
$
|
0.220
|
|
|
$
|
17,860
|
|
|
March 6, 2015
|
|
March 13, 2015
|
October 31, 2014
|
$
|
0.220
|
|
|
$
|
17,817
|
|
|
November 28, 2014
|
|
December 15, 2014
|
July 28, 2014
|
$
|
0.200
|
|
|
$
|
16,201
|
|
|
August 29, 2014
|
|
September 12, 2014
|
May 5, 2014
|
$
|
0.200
|
|
|
$
|
16,202
|
|
|
May 30, 2014
|
|
June 13, 2014
|
February 21, 2014
|
$
|
0.200
|
|
|
$
|
16,201
|
|
|
March 7, 2014
|
|
March 14, 2014
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average shares:
|
|
|
|
|
|
|||
Common shares outstanding
|
78,161,494
|
|
|
80,489,391
|
|
|
80,389,349
|
|
Restricted common shares
|
653,944
|
|
|
615,611
|
|
|
588,077
|
|
Total weighted-average shares
|
78,815,438
|
|
|
81,105,002
|
|
|
80,977,426
|
|
|
|
|
|
|
|
|||
Percentage of weighted-average shares:
|
|
|
|
|
|
|||
Common shares outstanding
|
99.17
|
%
|
|
99.24
|
%
|
|
99.27
|
%
|
Restricted common shares
|
0.83
|
%
|
|
0.76
|
%
|
|
0.73
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings per common share — Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(1,257
|
)
|
|
(924
|
)
|
|
(732
|
)
|
|||
Income from continuing operations available to common shareholders — Basic
|
$
|
150,196
|
|
|
$
|
120,805
|
|
|
$
|
100,096
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding — Basic
|
78,161,494
|
|
|
80,489,391
|
|
|
80,389,349
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share — Basic
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares
(1)
|
(1,257
|
)
|
|
(924
|
)
|
|
(732
|
)
|
|||
Income from continuing operations available to common shareholders — Diluted
|
$
|
150,196
|
|
|
$
|
120,805
|
|
|
$
|
100,096
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding — Basic
|
78,161,494
|
|
|
80,489,391
|
|
|
80,389,349
|
|
|||
Effect of diluted shares
(2)
|
42,785
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average common shares outstanding — Diluted
|
78,204,279
|
|
|
80,489,391
|
|
|
80,389,349
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share — Diluted
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
(1)
|
For the years ended
December 31, 2016
,
2015
and
2014
, distributed and undistributed earnings to restricted shares was
0.83%
,
0.76%
and
0.73%
, respectively, of net income. The amount of restricted share forfeitures for all periods present was immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For the year ended December 31, 2016, dilutive shares represented contingently issuable shares related to the Company's PSUs. For the years ended December 31,
2015
and
2014
, we had
0
and
0
dilutive shares, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. operations
|
$
|
2,230
|
|
|
$
|
2,433
|
|
|
$
|
2,047
|
|
Non-U.S. operations
|
154,275
|
|
|
125,810
|
|
|
109,590
|
|
|||
Income from continuing operations before income taxes and earnings of unconsolidated equity method investment
|
$
|
156,505
|
|
|
$
|
128,243
|
|
|
$
|
111,637
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,004
|
|
|
$
|
4,167
|
|
|
$
|
1,571
|
|
State
|
587
|
|
|
994
|
|
|
390
|
|
|||
Non-U.S
|
3,560
|
|
|
14,499
|
|
|
9,040
|
|
|||
Current income tax provision
|
6,151
|
|
|
19,660
|
|
|
11,001
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
1,350
|
|
|
829
|
|
|
2,335
|
|
|||
State
|
(157
|
)
|
|
57
|
|
|
932
|
|
|||
Non-U.S
|
4,963
|
|
|
(7,775
|
)
|
|
(405
|
)
|
|||
Deferred income tax provision (benefit)
|
6,156
|
|
|
(6,889
|
)
|
|
2,862
|
|
|||
Total
|
$
|
12,307
|
|
|
$
|
12,771
|
|
|
$
|
13,863
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Non-cash share-based payments
|
$
|
2,183
|
|
|
$
|
1,483
|
|
|
$
|
1,106
|
|
Net operating loss carry forwards
|
47,538
|
|
|
52,007
|
|
|
42,900
|
|
|||
Other
|
1,902
|
|
|
761
|
|
|
375
|
|
|||
Total deferred tax assets
|
51,623
|
|
|
54,251
|
|
|
44,381
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Accelerated depreciation
|
(92,734
|
)
|
|
(87,716
|
)
|
|
(79,360
|
)
|
|||
Other
|
(1,227
|
)
|
|
(442
|
)
|
|
(1,795
|
)
|
|||
Total deferred tax liabilities
|
(93,961
|
)
|
|
(88,158
|
)
|
|
(81,155
|
)
|
|||
Net deferred tax liabilities
|
$
|
(42,338
|
)
|
|
$
|
(33,907
|
)
|
|
$
|
(36,774
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Notional U.S. federal income tax expense at the statutory rate:
|
$
|
54,777
|
|
|
$
|
44,885
|
|
|
$
|
39,073
|
|
U.S. state and local income tax, net
|
182
|
|
|
221
|
|
|
189
|
|
|||
Non-U.S. operations:
|
|
|
|
|
|
||||||
Bermuda
|
(31,250
|
)
|
|
(20,789
|
)
|
|
(12,424
|
)
|
|||
Ireland
|
(276
|
)
|
|
(3,073
|
)
|
|
(4,732
|
)
|
|||
Singapore
|
(7,519
|
)
|
|
(5,650
|
)
|
|
(5,529
|
)
|
|||
Other low tax jurisdictions
|
(3,877
|
)
|
|
(3,395
|
)
|
|
(2,890
|
)
|
|||
Non-deductible expenses in the U.S.
|
525
|
|
|
737
|
|
|
644
|
|
|||
Other
|
(255
|
)
|
|
(165
|
)
|
|
(468
|
)
|
|||
Provision for income taxes
|
$
|
12,307
|
|
|
$
|
12,771
|
|
|
$
|
13,863
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities
(1)
|
$
|
228,774
|
|
|
$
|
204,326
|
|
|
$
|
189,135
|
|
Hedge ineffectiveness losses
|
—
|
|
|
455
|
|
|
738
|
|
|||
Amortization of deferred losses related to interest rate derivatives
|
9,662
|
|
|
24,023
|
|
|
34,979
|
|
|||
Amortization of deferred financing fees and debt discount
(2)
|
18,508
|
|
|
14,878
|
|
|
13,961
|
|
|||
Interest expense
|
256,944
|
|
|
243,682
|
|
|
238,813
|
|
|||
Less: Interest income
|
(1,140
|
)
|
|
(105
|
)
|
|
(435
|
)
|
|||
Less: Capitalized interest
|
(144
|
)
|
|
—
|
|
|
—
|
|
|||
Interest, net
|
$
|
255,660
|
|
|
$
|
243,577
|
|
|
$
|
238,378
|
|
(1)
|
Includes
$4,960
in loan termination fees related to the sale of
two
aircraft during the year ended December 31, 2016.
|
(2)
|
Includes
$2,880
in deferred financing fees written off related to the sale of
two
aircraft during the year ended December 31, 2016.
|
Year Ending December 31,
|
Amount
|
||
2017
|
$
|
1,205
|
|
2018
|
469
|
|
|
2019
|
374
|
|
|
2020
|
209
|
|
|
2021
|
209
|
|
|
Thereafter
|
942
|
|
|
Total
|
$
|
3,408
|
|
Year Ending December 31,
|
Amount
|
||
2017
|
$
|
170,252
|
|
2018
|
258,179
|
|
|
2019
|
293,756
|
|
|
2020
|
216,847
|
|
|
2021
|
142,194
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
1,081,228
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax asset
|
$
|
1,902
|
|
|
$
|
1,362
|
|
Lease incentives and premiums, net of amortization of $39,638 and $31,623, respectively
|
96,587
|
|
|
86,874
|
|
||
Flight equipment held for sale
|
3,834
|
|
|
12,901
|
|
||
Other assets
(1)
|
46,075
|
|
|
22,570
|
|
||
Total other assets
|
$
|
148,398
|
|
|
$
|
123,707
|
|
(1)
|
In September 2016, we purchased an interest rate cap for
$2,283
to hedge approximately
70%
of our floating rate interest exposure. The interest rate cap is set at
2%
and has a starting notional balance of
$430,000
and reduces over time to
$215,000
. The cap matures in September 2021. The fair value of the interest rate cap was $
5,735
at December 31, 2016.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accounts payable and accrued expenses
|
$
|
24,337
|
|
|
$
|
34,457
|
|
Deferred income tax liability
|
44,241
|
|
|
35,269
|
|
||
Accrued interest payable
|
43,107
|
|
|
37,606
|
|
||
Lease discounts, net of amortization of $29,016 and $19,403, respectively
|
15,842
|
|
|
22,443
|
|
||
Fair value of derivative liabilities
|
—
|
|
|
1,283
|
|
||
Total accounts payable, accrued expenses and other liabilities
|
$
|
127,527
|
|
|
$
|
131,058
|
|
Changes in accumulated other comprehensive loss by component
(1)
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
(13,213
|
)
|
|
$
|
(38,460
|
)
|
|
|
|
|
||||
Amount recognized in other comprehensive loss on derivatives, net of tax expense of $0 and $14,
respectively
|
(690
|
)
|
|
(2,113
|
)
|
||
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense
of $0 and $21, respectively
|
10,351
|
|
|
27,360
|
|
||
Net current period other comprehensive income
|
9,661
|
|
|
25,247
|
|
||
|
|
|
|
||||
Ending balance
|
$
|
(3,552
|
)
|
|
$
|
(13,213
|
)
|
(1)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
Reclassifications from accumulated other comprehensive loss
(1)
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Losses on cash flow hedges
|
|
|
|
||||
Amount of effective amortization of net deferred interest rate derivative losses
(2)
|
$
|
9,662
|
|
|
$
|
24,023
|
|
Effective amount of net settlements of interest rate derivatives, net of tax expense of $0 and $21, respectively
(2)
|
689
|
|
|
3,337
|
|
||
Amount of loss reclassified from accumulated other comprehensive loss into income
|
$
|
10,351
|
|
|
$
|
27,360
|
|
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
204,653
|
|
|
$
|
194,652
|
|
|
$
|
189,988
|
|
|
$
|
183,665
|
|
Net income
|
$
|
67,724
|
|
|
$
|
27,437
|
|
|
$
|
20,030
|
|
|
$
|
36,262
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.86
|
|
|
$
|
0.35
|
|
|
$
|
0.25
|
|
|
$
|
0.46
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.86
|
|
|
$
|
0.35
|
|
|
$
|
0.25
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
208,267
|
|
|
$
|
212,074
|
|
|
$
|
204,565
|
|
|
$
|
194,296
|
|
Net income (loss)
|
$
|
50,641
|
|
|
$
|
(13,989
|
)
|
|
$
|
41,808
|
|
|
$
|
43,269
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.63
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.51
|
|
|
$
|
0.53
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.63
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.51
|
|
|
$
|
0.53
|
|
|
Aircastle Limited
|
||
|
By:
|
|
/s/ Michael Inglese
|
|
|
|
Michael Inglese
|
|
|
|
Chief Financial Officer and Acting Chief Executive Officer
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
||
*
|
|
Chief Executive Officer and Director
|
|
|
Ron Wainshal
|
|
|
|
|
|
|
|
||
/s/ Michael Inglese
|
|
Chief Financial Officer and Acting Chief Executive Officer
|
|
February 14, 2017
|
Michael Inglese
|
|
|
|
|
|
|
|
||
/s/ Aaron Dahlke
|
|
Chief Accounting Officer
|
|
February 14, 2017
|
Aaron Dahlke
|
|
|
|
|
|
|
|
||
/s/ Peter V. Ueberroth
|
|
Chairman of the Board
|
|
February 14, 2017
|
Peter V. Ueberroth
|
|
|
|
|
|
|
|
||
/s/ Ronald W. Allen
|
|
Director
|
|
February 14, 2017
|
Ronald W. Allen
|
|
|
|
|
|
|
|
|
|
/s/ Giovanni Bisignani
|
|
Director
|
|
February 14, 2017
|
Giovanni Bisignani
|
|
|
|
|
|
|
|
||
/s/ Michael J. Cave
|
|
Director
|
|
February 14, 2017
|
Michael J. Cave
|
|
|
|
|
|
|
|
|
|
/s/ Douglas A. Hacker
|
|
Director
|
|
February 14, 2017
|
Douglas A. Hacker
|
|
|
|
|
|
|
|
|
|
/s/ Ryusuke Konto
|
|
Director
|
|
February 14, 2017
|
Ryusuke Konto
|
|
|
|
|
|
|
|
|
|
/s/ Yukihiko Matsumura
|
|
Director
|
|
February 14, 2017
|
Yukihiko Matsumura
|
|
|
|
|
|
|
|
||
/s/ Ronald L. Merriman
|
|
Director
|
|
February 14, 2017
|
Ronald L. Merriman
|
|
|
|
|
|
|
|
||
/s/ Agnes Mura
|
|
Director
|
|
February 14, 2017
|
Agnes Mura
|
|
|
|
|
|
|
|
|
|
/s/ Charles W. Pollard
|
|
Director
|
|
February 14, 2017
|
Charles W. Pollard
|
|
|
|
|
|
|
|
|
|
/s/ Gentaro Toya
|
|
Director
|
|
February 14, 2017
|
Gentaro Toya
|
|
|
|
|
|
|
|
|
|
1.
|
[***]
|
2.
|
Price
|
Aircraft
|
Configured per Attachment
|
Aircraft Basic Price
|
Economic Conditions
|
E190-E2
|
[***]
|
[***]
|
[***]
|
E195-E2
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
EMBRAER S.A.
|
AIRCASTLE HOLDING CORPORATION LIMITED
|
By
/s/ Luis Carlos Affonso
Name: Luis Carlos Affonso
Title: Chief Operating Officer
Commercial Aviation
|
By
/s/ Alexander A. Green
Name: Alexander A. Green
Title: Director
|
By
/s/ Adriana Sarlo
Name: Adriana Sarlo
Title: Vice President, Contracts
Commercial Aviation
|
|
Place: São José dos Campos - SP
|
Place: Stamford, CT
|
1.
|
STANDARD AIRCRAFT
|
2.
|
OPTIONAL EQUIPMENT
|
3.
|
EXTERIOR FINISHING
|
4.
|
DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION AND POSSIBLE CHANGES TO SUCH DEFINITION (LAYOUT, MONUMENTS AND/OR TRIM & FINISHING)
|
5.
|
OPTIONAL EQUIPMENT MODIFICATION
|
6.
|
BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)
|
7.
|
EMBRAER RIGHT TO PERFORM FOR BUYER
|
8.
|
REGISTRATION MARKS, TRANSPONDER AND ELT CODES:
|
9.
|
EXPORT CONTROL ITEMS
|
Aircraft
|
Contractual
|
Delivery Date
|
Configuration
|
#
|
E190-E2
|
E195-E2
|
Attachment
|
01
|
[***]
|
[***]
|
[***]
|
02
|
[***]
|
[***]
|
[***]
|
03
|
[***]
|
[***]
|
[***]
|
04
|
[***]
|
[***]
|
[***]
|
05
|
[***]
|
[***]
|
[***]
|
06
|
[***]
|
[***]
|
[***]
|
07
|
[***]
|
[***]
|
[***]
|
08
|
[***]
|
[***]
|
[***]
|
09
|
[***]
|
[***]
|
[***]
|
10
|
[***]
|
[***]
|
[***]
|
11
|
[***]
|
[***]
|
[***]
|
12
|
[***]
|
[***]
|
[***]
|
13
|
[***]
|
[***]
|
[***]
|
14
|
[***]
|
[***]
|
[***]
|
15
|
[***]
|
[***]
|
[***]
|
16
|
[***]
|
[***]
|
[***]
|
17
|
[***]
|
[***]
|
[***]
|
18
|
[***]
|
[***]
|
[***]
|
19
|
[***]
|
[***]
|
[***]
|
20
|
[***]
|
[***]
|
[***]
|
21
|
[***]
|
[***]
|
[***]
|
22
|
[***]
|
[***]
|
[***]
|
23
|
[***]
|
[***]
|
[***]
|
24
|
[***]
|
[***]
|
[***]
|
25
|
[***]
|
[***]
|
[***]
|
EMBRAER S.A.
|
AIRCASTLE HOLDING CORPORATION LIMITED
|
By
/s/ Luis Carlos Affonso
Name: Luis Carlos Affonso
Title: Chief Operating Officer
Commercial Aviation
|
By
/s/ Alexander A. Green
Name: Alexander A. Green
Title: Director
|
By
/s/ Adriana Sarlo
Name: Adriana Sarlo
Title: Vice President, Contracts
Commercial Aviation
|
|
Place: São José dos Campos - SP
|
Place: Stamford, CT
|
1.
|
STANDARD AIRCRAFT
|
2.
|
OPTIONAL EQUIPMENT
|
3.
|
EXTERIOR FINISHING
|
4.
|
DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION AND POSSIBLE CHANGES TO SUCH DEFINITION (LAYOUT, MONUMENTS AND/OR TRIM & FINISHING)
|
5.
|
OPTIONAL EQUIPMENT MODIFICATION
|
6.
|
BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)
|
7.
|
EMBRAER RIGHT TO PERFORM FOR BUYER
|
8.
|
REGISTRATION MARKS, TRANSPONDER AND ELT CODES:
|
9.
|
EXPORT CONTROL ITEMS
|
1.
|
STANDARD AIRCRAFT
|
2.
|
OPTIONAL EQUIPMENT
|
3.
|
EXTERIOR FINISHING
|
4.
|
DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION AND POSSIBLE CHANGES TO SUCH DEFINITION (LAYOUT, MONUMENTS AND/OR TRIM & FINISHING)
|
5.
|
OPTIONAL EQUIPMENT MODIFICATION
|
6.
|
BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)
|
7.
|
EMBRAER RIGHT TO PERFORM FOR BUYER
|
8.
|
REGISTRATION MARKS, TRANSPONDER AND ELT CODES:
|
9.
|
EXPORT CONTROL ITEMS
|
EMBRAER S.A.
|
AIRCASTLE HOLDING CORPORATION LIMITED
|
By
/s/ Luis Carlos Affonso
Name: Luis Carlos Affonso
Title: Chief Operating Officer
Commercial Aviation
|
By
/s/ Michael Inglese
Name: Michael Inglese
Title: Director
|
By
/s/ Adriana Sarlo
Name: Adriana Sarlo
Title: Vice President, Contracts
Commercial Aviation
|
|
Place: São José dos Campos - SP
|
Place: Stamford, CT
|
Aircraft
|
Contractual
|
Delivery Date
|
Configuration
|
#
|
E190-E2
|
E195-E2
|
Attachment
|
01
|
[***]
|
[***]
|
[***]
|
02
|
[***]
|
[***]
|
[***]
|
03
|
[***]
|
[***]
|
[***]
|
04
|
[***]
|
[***]
|
[***]
|
05
|
[***]
|
[***]
|
[***]
|
06
|
[***]
|
[***]
|
[***]
|
07
|
[***]
|
[***]
|
[***]
|
08
|
[***]
|
[***]
|
[***]
|
09
|
[***]
|
[***]
|
[***]
|
10
|
[***]
|
[***]
|
[***]
|
11
|
[***]
|
[***]
|
[***]
|
12
|
[***]
|
[***]
|
[***]
|
13
|
[***]
|
[***]
|
[***]
|
14
|
[***]
|
[***]
|
[***]
|
15
|
[***]
|
[***]
|
[***]
|
16
|
[***]
|
[***]
|
[***]
|
17
|
[***]
|
[***]
|
[***]
|
18
|
[***]
|
[***]
|
[***]
|
19
|
[***]
|
[***]
|
[***]
|
20
|
[***]
|
[***]
|
[***]
|
21
|
[***]
|
[***]
|
[***]
|
22
|
[***]
|
[***]
|
[***]
|
23
|
[***]
|
[***]
|
[***]
|
24
|
[***]
|
[***]
|
[***]
|
25
|
[***]
|
[***]
|
[***]
|
|
Year Ended December 31,
|
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
||||||
Fixed Charges:
|
|
|
|
|
|
|
||||||
Interest expense
|
$
|
255,660
|
|
|
$
|
243,577
|
|
|
$
|
238,378
|
|
|
Capitalized interest
|
144
|
|
|
—
|
|
|
—
|
|
|
|||
Portion of rent expense representative of interest
|
638
|
|
|
376
|
|
|
372
|
|
|
|||
Total fixed charges
|
$
|
256,442
|
|
|
$
|
243,953
|
|
|
$
|
238,750
|
|
|
|
|
|
|
|
|
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
$
|
156,505
|
|
|
$
|
128,243
|
|
|
$
|
111,637
|
|
|
Fixed charges from above
|
256,442
|
|
|
243,952
|
|
|
238,750
|
|
|
|||
Less capitalized interest from above
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
|||
Amortization of capitalized interest
|
532
|
|
|
800
|
|
|
800
|
|
|
|||
Earnings (as defined)
|
$
|
413,335
|
|
|
$
|
372,995
|
|
|
$
|
351,187
|
|
|
|
|
|
|
|
|
|
||||||
Ratio of earnings to fixed charges
|
1.61
|
|
x
|
1.53
|
|
x
|
1.47
|
|
x
|
|
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
1
|
|
|
ACS 2007-1 Limited
|
|
Bermuda
|
2
|
|
|
ACS 2008-1 Limited
|
|
Bermuda
|
3
|
|
|
ACS 2008-2 Limited
|
|
Bermuda
|
4
|
|
|
ACS 2016 Funding (Bermuda) Limited
|
|
Bermuda
|
5
|
|
|
ACS 2016 Funding (Ireland) Limited
|
|
Ireland
|
6
|
|
|
ACS Aircraft Finance Bermuda Limited
|
|
Bermuda
|
7
|
|
|
ACS Aircraft Finance Ireland 2 Limited
|
|
Ireland
|
8
|
|
|
ACS Aircraft Finance Ireland 3 Limited
|
|
Ireland
|
9
|
|
|
ACS Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
10
|
|
|
AHCL Two Limited
|
|
Bermuda
|
11
|
|
|
AHCL Luxembourg Finance Company
|
|
Grand Duchy of Luxembourg
|
12
|
|
|
AYR Bermuda Limited
|
|
Bermuda
|
13
|
|
|
AYR Delaware LLC
|
|
Delaware
|
14
|
|
|
AYR Freighter LLC
|
|
Delaware
|
15
|
|
|
Aircastle Advisor Asia Pacific Limited
|
|
Bermuda
|
16
|
|
|
Aircastle Advisor (International) Limited
|
|
Bermuda
|
17
|
|
|
Aircastle Advisor (Ireland) Limited
|
|
Ireland
|
18
|
|
|
Aircastle Advisor LLC
|
|
Delaware
|
19
|
|
|
Aircastle Bermuda Securities Limited
|
|
Bermuda
|
20
|
|
|
Aircastle Holding Corporation Limited
|
|
Bermuda
|
21
|
|
|
Aircastle Investment Holdings 2 Limited
|
|
Bermuda
|
22
|
|
|
Aircastle Investment Holdings 3 Limited
|
|
Bermuda
|
23
|
|
|
Aircastle Singapore Pte. Limited
|
|
Singapore
|
24
|
|
|
Aircraft MSN 313 LLC
|
|
Delaware
|
25
|
|
|
Aircraft MSN 1006 LLC
|
|
Delaware
|
26
|
|
|
Aircraft MSN 1012 LLC
|
|
Delaware
|
27
|
|
|
Aircraft MSN 1054 LLC
|
|
Delaware
|
28
|
|
|
Aircraft MSN 1055 LLC
|
|
Delaware
|
29
|
|
|
Aircraft MSN 1364 LLC
|
|
Delaware
|
30
|
|
|
Aircraft MSN 1411 LLC
|
|
Delaware
|
31
|
|
|
Aircraft MSN 1481 LLC
|
|
Delaware
|
32
|
|
|
Aircraft MSN 1596 LLC
|
|
Delaware
|
33
|
|
|
Aircraft MSN 1673 LLC
|
|
Delaware
|
34
|
|
|
Aircraft MSN 1742 LLC
|
|
Delaware
|
35
|
|
|
Aircraft MSN 1780 LLC
|
|
Delaware
|
36
|
|
|
Aircraft MSN 1793 LLC
|
|
Delaware
|
37
|
|
|
Aircraft MSN 1809 LLC
|
|
Delaware
|
38
|
|
|
Aircraft MSN 2104 LLC
|
|
Delaware
|
39
|
|
|
Aircraft MSN 2220 LLC
|
|
Delaware
|
40
|
|
|
Aircraft MSN 2248 LLC
|
|
Delaware
|
41
|
|
|
Aircraft MSN 2311 LLC
|
|
Delaware
|
42
|
|
|
Aircraft MSN 2357 LLC
|
|
Delaware
|
43
|
|
|
Aircraft MSN 2381 LLC
|
|
Delaware
|
44
|
|
|
Aircraft MSN 2391 LLC
|
|
Delaware
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
45
|
|
|
Aircraft MSN 2472 LLC
|
|
Delaware
|
46
|
|
|
Aircraft MSN 2488 LLC
|
|
Delaware
|
47
|
|
|
Aircraft MSN 2495 LLC
|
|
Delaware
|
48
|
|
|
Aircraft MSN 2563 LLC
|
|
Delaware
|
49
|
|
|
Aircraft MSN 2565 LLC
|
|
Delaware
|
50
|
|
|
Aircraft MSN 2578 LLC
|
|
Delaware
|
51
|
|
|
Aircraft MSN 2605 LLC
|
|
Delaware
|
52
|
|
|
Aircraft MSN 2636 LLC
|
|
Delaware
|
53
|
|
|
Aircraft MSN 2646 LLC
|
|
Delaware
|
54
|
|
|
Aircraft MSN 2677 LLC
|
|
Delaware
|
55
|
|
|
Aircraft MSN 2691 LLC
|
|
Delaware
|
56
|
|
|
Aircraft MSN 2715 LLC
|
|
Delaware
|
57
|
|
|
Aircraft MSN 2742 LLC
|
|
Delaware
|
58
|
|
|
Aircraft MSN 2792 LLC
|
|
Delaware
|
59
|
|
|
Aircraft MSN 2822 LLC
|
|
Delaware
|
60
|
|
|
Aircraft MSN 2956 LLC
|
|
Delaware
|
61
|
|
|
Aircraft MSN 3157 LLC
|
|
Delaware
|
62
|
|
|
Aircraft MSN 3277 LLC
|
|
Delaware
|
63
|
|
|
Aircraft MSN 3338 LLC
|
|
Delaware
|
64
|
|
|
Aircraft MSN 3421 LLC
|
|
Delaware
|
65
|
|
|
Aircraft MSN 3458 LLC
|
|
Delaware
|
66
|
|
|
Aircraft MSN 3524 LLC
|
|
Delaware
|
67
|
|
|
Aircraft MSN 3543 LLC
|
|
Delaware
|
68
|
|
|
Aircraft MSN 3911 LLC
|
|
Delaware
|
69
|
|
|
Aircraft MSN 4070 LLC
|
|
Delaware
|
70
|
|
|
Aircraft MSN 4077 LLC
|
|
Delaware
|
71
|
|
|
Aircraft MSN 4088 LLC
|
|
Delaware
|
72
|
|
|
Aircraft MSN 7160 LLC
|
|
Delaware
|
73
|
|
|
Aircraft MSN 7206 LLC
|
|
Delaware
|
74
|
|
|
Aircraft MSN 7375 LLC
|
|
Delaware
|
75
|
|
|
Aircraft MSN 24066 LLC
|
|
Delaware
|
76
|
|
|
Aircraft MSN 24226 LLC
|
|
Delaware
|
77
|
|
|
Aircraft MSN 25702-2 LLC
|
|
Delaware
|
78
|
|
|
Aircraft MSN 27137 LLC
|
|
Delaware
|
79
|
|
|
Aircraft MSN 28231 LLC
|
|
Delaware
|
80
|
|
|
Aircraft MSN 28626 LLC
|
|
Delaware
|
81
|
|
|
Aircraft MSN 29345 LLC
|
|
Delaware
|
82
|
|
|
Aircraft MSN 29368 LLC
|
|
Delaware
|
83
|
|
|
Aircraft MSN 29918 LLC
|
|
Delaware
|
84
|
|
|
Aircraft MSN 29920 LLC
|
|
Delaware
|
85
|
|
|
Aircraft MSN 29927 LLC
|
|
Delaware
|
86
|
|
|
Aircraft MSN 29930 LLC
|
|
Delaware
|
87
|
|
|
Aircraft MSN 30295 LLC
|
|
Delaware
|
88
|
|
|
Aircraft MSN 30673 LLC
|
|
Delaware
|
89
|
|
|
Aircraft MSN 30687 LLC
|
|
Delaware
|
90
|
|
|
Aircraft MSN 30695 LLC
|
|
Delaware
|
91
|
|
|
Aircraft MSN 30702 LLC
|
|
Delaware
|
92
|
|
|
Aircraft MSN 30710 LLC
|
|
Delaware
|
93
|
|
|
Aircraft MSN 30877 LLC
|
|
Delaware
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
94
|
|
|
Aircraft MSN 32457 LLC
|
|
Delaware
|
95
|
|
|
Aircraft MSN 32704 LLC
|
|
Delaware
|
96
|
|
|
Aircraft MSN 32705 LLC
|
|
Delaware
|
97
|
|
|
Aircraft MSN 33597 LLC
|
|
Delaware
|
98
|
|
|
Aircraft MSN 34409 LLC
|
|
Delaware
|
99
|
|
|
Aircraft MSN 34690 LLC
|
|
Delaware
|
100
|
|
|
Aircraft MSN 35082 LLC
|
|
Delaware
|
101
|
|
|
Aircraft MSN 35083 LLC
|
|
Delaware
|
102
|
|
|
Aircraft MSN 35093 LLC
|
|
Delaware
|
103
|
|
|
Aircraft MSN 35134 LLC
|
|
Delaware
|
104
|
|
|
Aircraft MSN 35233 LLC
|
|
Delaware
|
105
|
|
|
Aircraft MSN 35235 LLC
|
|
Delaware
|
106
|
|
|
Aircraft MSN 35236 LLC
|
|
Delaware
|
107
|
|
|
Aircraft MSN 35237 LLC
|
|
Delaware
|
108
|
|
|
Aircraft MSN 35256 LLC
|
|
Delaware
|
109
|
|
|
Aircraft MSN 35299 LLC
|
|
Delaware
|
110
|
|
|
Aircraft MSN 35679 LLC
|
|
Delaware
|
111
|
|
|
Aircraft MSN 35680 LLC
|
|
Delaware
|
112
|
|
|
Aircraft MSN 36826 LLC
|
|
Delaware
|
113
|
|
|
Aircraft MSN 36829 LLC
|
|
Delaware
|
114
|
|
|
Aircraft MSN 38683 LLC
|
|
Delaware
|
115
|
|
|
Aircraft MSN 38686 LLC
|
|
Delaware
|
116
|
|
|
Aircraft MSN 40713 LLC
|
|
Delaware
|
117
|
|
|
Aircraft MSN 41522 LLC
|
|
Delaware
|
118
|
|
|
Aircraft MSN 19000449 LLC
|
|
Delaware
|
119
|
|
|
Aircraft MSN 19000458 LLC
|
|
Delaware
|
120
|
|
|
Aircraft MSN 19000484 LLC
|
|
Delaware
|
121
|
|
|
Aircraft MSN 19000575 LLC
|
|
Delaware
|
122
|
|
|
Aircraft MSN 19000588 LLC
|
|
Delaware
|
123
|
|
|
ALC B377 33103, LLC
|
|
Delaware
|
124
|
|
|
ALC B378 33104, LLC
|
|
Delaware
|
125
|
|
|
ALC B378 34242, LLC
|
|
Delaware
|
126
|
|
|
Anfield Funding Limited
|
|
Bermuda
|
127
|
|
|
Brisbane Aircraft Leasing (UK) Limited
|
|
United Kingdom
|
128
|
|
|
Constellation Aircraft Leasing (France) SARL
|
|
France
|
129
|
|
|
Constitution Aircraft Leasing (Ireland) 3 Limited
|
|
Ireland
|
130
|
|
|
Constitution Aircraft Leasing (Ireland) 4 Limited
|
|
Ireland
|
131
|
|
|
Constitution Aircraft Leasing (Ireland) 5 Limited
|
|
Ireland
|
132
|
|
|
Constitution Aircraft Leasing (Ireland) 9 Limited
|
|
Ireland
|
133
|
|
|
Constitution Aircraft Leasing (Ireland) 10 Limited
|
|
Ireland
|
134
|
|
|
Constitution Aircraft Leasing (Ireland) 1086 Limited
|
|
Ireland
|
135
|
|
|
Delphie Aircraft Leasing Limited
|
|
Bermuda
|
136
|
|
|
Dolphin Leasing (Ireland) Limited
|
|
Ireland
|
137
|
|
|
Dunvegan Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
138
|
|
|
Emer Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
139
|
|
|
Endeavor Aircraft Leasing (Sweden) AB
|
|
Sweden
|
140
|
|
|
Endeavor Aircraft Leasing (Sweden) 2 AB
|
|
Sweden
|
141
|
|
|
Endeavor Aircraft Leasing (Sweden) 3 AB
|
|
Sweden
|
142
|
|
|
Enterprise Aircraft Leasing (France) SARL
|
|
France
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
143
|
|
|
Gold Coast Aircraft Leasing (France) Sarl
|
|
France
|
144
|
|
|
Grayston Aircraft Leasing Limited
|
|
Cayman Islands
|
145
|
|
|
Haneda Aircraft Leasing (Norway) AS
|
|
Norway
|
146
|
|
|
Intrepid Aircraft Leasing (France) SARL
|
|
France
|
147
|
|
|
Jakarta Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
148
|
|
|
Java Aircraft Leasing (France) SARL
|
|
France
|
149
|
|
|
Kale Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
150
|
|
|
Kelsterbach Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
151
|
|
|
Klaatu Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
152
|
|
|
Koala Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
153
|
|
|
Macleod Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
154
|
|
|
Macstay Aircraft Leasing Limited
|
|
Bermuda
|
155
|
|
|
Marrow Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
156
|
|
|
Medan Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
157
|
|
|
Melbourne Aircraft Leasing (UK) Limited
|
|
United Kingdom
|
158
|
|
|
Merdeka Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
159
|
|
|
Momo Aircraft Leasing Limited
|
|
Bermuda
|
160
|
|
|
Orchard Aviation (41521) Pte. Ltd.
|
|
Singapore
|
161
|
|
|
Orchard Aviation (A330) Pte. Ltd.
|
|
Singapore
|
162
|
|
|
Orchard Aviation 41522 (UK) Limited
|
|
United Kingdom
|
163
|
|
|
Penguin Leasing (Ireland) Limited
|
|
Ireland
|
164
|
|
|
Perdana Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
165
|
|
|
Platypus Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
166
|
|
|
Salmon Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
167
|
|
|
Sulaco Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
168
|
|
|
Sumatra Aircraft Leasing (France) Sarl
|
|
France
|
169
|
|
|
Tempelhof Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
170
|
|
|
Thunderbird 1 Leasing Limited
|
|
Mauritius
|
171
|
|
|
Thunderbird 2 Leasing Limited
|
|
Mauritius
|
172
|
|
|
Thunderbird 3 Leasing Limited
|
|
Mauritius
|
173
|
|
|
Thunderbird 4 Leasing Limited
|
|
Mauritius
|
174
|
|
|
Tormina Holding Limited
|
|
Ireland
|
175
|
|
|
Trojan Aircraft Leasing (France) SARL
|
|
France
|
176
|
|
|
Zebra Aircraft Leasing Limited
|
|
Cayman Islands
|
177
|
|
|
Zephyr Aircraft Leasing B.V.
|
|
The Netherlands
|
1.
|
I have reviewed this annual report on Form 10-K of Aircastle Limited;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s 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.
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft
|
A319-100
|
|
CFM56-5B6/P
|
|
1136
|
|
Dec-99
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B6/P
|
|
1155
|
|
Jan-00
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B6/P
|
|
1673
|
|
Feb-02
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B6/P
|
|
1742
|
|
May-02
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2311
|
|
Feb-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2495
|
|
May-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2565
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2578
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2605
|
|
Nov-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2636
|
|
Dec-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2646
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2677
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2691
|
|
Feb-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2715
|
|
Mar-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B5/P
|
|
2742
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
V2524-A5
|
|
3421
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
967
|
|
Apr-99
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
990
|
|
May-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1041
|
|
Jul-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
1054
|
|
Aug-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1370
|
|
Jan-01
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1757
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1780
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1793
|
|
Mar-04
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
1809
|
|
Mar-04
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2048
|
|
Jul-03
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2104
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2248
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2391
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
2401
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
2524
|
|
Sep-05
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
2564
|
|
Oct-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2792
|
|
Jun-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
2822
|
|
Jul-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/P
|
|
2956
|
|
Nov-06
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
2982
|
|
Dec-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/P
|
|
3080
|
|
Apr-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/P
|
|
3093
|
|
Apr-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/P
|
|
3121
|
|
May-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/P
|
|
3157
|
|
Jun-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/P
|
|
3178
|
|
Jul-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3213
|
|
Sep-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3277
|
|
Oct-07
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A320-200
|
|
CFM56-5B6/3
|
|
3295
|
|
Nov-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3338
|
|
Dec-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/3
|
|
3383
|
|
Jan-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3464
|
|
Apr-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3482
|
|
Apr-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3502
|
|
Jun-08
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3515
|
|
Jun-08
|
|
Bank Financing
|
|
A320-200
|
|
V2527-A5
|
|
3524
|
|
Jun-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
3532
|
|
Jun-08
|
|
Bank Financing
|
|
A320-200
|
|
V2527-A5
|
|
3543
|
|
Jul-08
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
4008
|
|
Aug-09
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B6/3
|
|
4070
|
|
Oct-09
|
|
Bank Financing
|
|
A320-200
|
|
V2527-A5
|
|
4077
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B6/3
|
|
4088
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
V2527-A5
|
|
4113
|
|
Nov-09
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
4156
|
|
Dec-09
|
|
Unencumbered
|
|
A320-200
|
|
V2527-A5
|
|
4312
|
|
May-10
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6139
|
|
Oct-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6173
|
|
Oct-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6528
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6536
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6561
|
|
Apr-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6598
|
|
May-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6634
|
|
Jun-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6800
|
|
Oct-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6806
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/3
|
|
6813
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/3
|
|
7050
|
|
Apr-16
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B4/3
|
|
7223
|
|
Jul-16
|
|
Bank Financing
|
|
A321-200
|
|
CFM56-5B3/2P
|
|
1012
|
|
Apr-99
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
2220
|
|
May-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
2357
|
|
Dec-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
2381
|
|
Feb-05
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
2488
|
|
Jun-05
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B3/P
|
|
2563
|
|
Oct-05
|
|
Bank Financing
|
|
A321-200
|
|
V2533-A5
|
|
3458
|
|
Apr-08
|
|
Unencumbered
|
|
A321-200
|
|
V2533-A5
|
|
7206
|
|
Jul-16
|
|
Unencumbered
|
|
A321-200
|
|
V2533-A5
|
|
7375
|
|
Oct-16
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28008
|
|
Feb-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28009
|
|
Mar-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28010
|
|
Oct-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28013
|
|
Oct-00
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
28015
|
|
Feb-01
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B22
|
|
29356
|
|
Oct-04
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B26
|
|
30687
|
|
Apr-07
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B26
|
|
30710
|
|
Feb-07
|
|
Bank Financing
|
|
737-700
|
|
CFM56-7B24
|
|
32881
|
|
Jun-02
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B24
|
|
33103
|
|
Jun-02
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-800
|
|
CFM56-7B27
|
|
28231
|
|
May-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28381
|
|
May-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28384
|
|
Nov-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
28626
|
|
Jul-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29036
|
|
Dec-98
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29037
|
|
Jan-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
29345
|
|
May-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29368
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29918
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
29920
|
|
Sep-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29927
|
|
Dec-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
29930
|
|
Jan-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
30296
|
|
Feb-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24
|
|
30410
|
|
Oct-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
30673
|
|
May-04
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
30695
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
30824
|
|
Mar-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B27
|
|
30877
|
|
Mar-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
32796
|
|
Feb-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
33104
|
|
Jun-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
33453
|
|
Jul-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B24
|
|
33597
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
34000
|
|
Aug-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26
|
|
34242
|
|
Mar-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
34690
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
34799
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
34800
|
|
Oct-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26/3
|
|
35082
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26/3
|
|
35083
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26
|
|
35093
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26/3
|
|
35099
|
|
Nov-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
35103
|
|
Nov-06
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26/3
|
|
35106
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B27
|
|
35134
|
|
Jan-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26E
|
|
36826
|
|
Sep-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26E
|
|
36829
|
|
Oct-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B24E
|
|
38686
|
|
Jan-13
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24E
|
|
39859
|
|
Jul-15
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24E
|
|
39864
|
|
Sep-15
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B26/3
|
|
40713
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26E
|
|
40744
|
|
May-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26E
|
|
40745
|
|
Aug-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B26E
|
|
40998
|
|
Nov-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24E
|
|
41179
|
|
Feb-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B24E
|
|
41398
|
|
May-14
|
|
Unencumbered
|
|
737-900
|
|
CFM56-7B26
|
|
30412
|
|
May-03
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-900ER
|
|
CFM56-7B26/3
|
|
35679
|
|
Apr-07
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26/3
|
|
35680
|
|
May-07
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26/3
|
|
35720
|
|
Dec-08
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26/3
|
|
35721
|
|
Feb-09
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26E
|
|
37286
|
|
Oct-11
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26E
|
|
38302
|
|
Aug-11
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B26E
|
|
38683
|
|
Nov-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
449
|
|
Jul-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
458
|
|
Jul-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E6
|
|
484
|
|
Oct-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10E7
|
|
575
|
|
Sep-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10E7
|
|
588
|
|
Dec-12
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Classic Narrow-body Aircraft
|
757-200
|
|
RB211-535E4
|
|
27201
|
|
Mar-94
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27244
|
|
Mar-94
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27245
|
|
Jul-94
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27805
|
|
Jan-95
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27806
|
|
Jan-95
|
|
Unencumbered
|
|
757-200
|
|
RB211-535E4
|
|
27807
|
|
Feb-95
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Wide-body Aircraft
|
A330-200
|
|
Trent 772B-60
|
|
313
|
|
Jan-00
|
|
Unencumbered
|
|
A330-200
|
|
PW4168A
|
|
324
|
|
May-00
|
|
Unencumbered
|
|
A330-200
|
|
PW4168A
|
|
343
|
|
Jun-00
|
|
Unencumbered
|
|
A330-200
|
|
Trent 772B-60
|
|
526
|
|
Apr-03
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1A3
|
|
587
|
|
Apr-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1A3
|
|
634
|
|
Nov-04
|
|
Unencumbered
|
|
A330-200
|
|
Trent 772B-60
|
|
1073
|
|
Dec-09
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1191
|
|
Feb-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1210
|
|
Mar-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1223
|
|
May-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1236
|
|
Jul-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1364
|
|
Nov-12
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1474
|
|
Dec-13
|
|
ECA Financing
|
|
A330-200
|
|
Trent 772B-60
|
|
1492
|
|
Oct-14
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
997
|
|
Mar-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1006
|
|
Apr-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1012
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1015
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
PW4168A
|
|
1055
|
|
Oct-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 772B-60
|
|
1411
|
|
Apr-13
|
|
Bank Financing
|
|
A330-300
|
|
Trent 772B-60
|
|
1481
|
|
Jan-14
|
|
Bank Financing
|
|
A330-300
|
|
Trent 772B-60
|
|
1596
|
|
Jan-15
|
|
Unencumbered
|
|
777-200ER
|
|
GE90-94B
|
|
32705
|
|
Oct-04
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
35256
|
|
Mar-07
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
35299
|
|
Oct-07
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
38886
|
|
Aug-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90-115B
|
|
38888
|
|
Oct-12
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Wide-body Aircraft (Continued)
|
777-300ER
|
|
GE90-115B
|
|
38889
|
|
Nov-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90-115B
|
|
41521
|
|
Oct-12
|
|
Bank Financing
|
|
777-300ER
|
|
GE90-115B
|
|
41522
|
|
Mar-13
|
|
Bank Financing
|
|
|
|
|
|
|
|
|
|
|
Freighter Aircraft
|
747-400BCF
|
|
PW4056-3
|
|
24066
|
|
Jun-90
|
|
Unencumbered
|
|
747-400BDSF
|
|
PW4056-1C/3
|
|
25700
|
|
May-93
|
|
Unencumbered
|
|
747-400BDSF
|
|
PW4056-3
|
|
27044
|
|
Sep-94
|
|
Unencumbered
|
|
747-400F
|
|
CF6-80C2B1F
|
|
33749
|
|
Oct-04
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35233
|
|
Jan-07
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35235
|
|
Jul-07
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35236
|
|
Feb-08
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2B5F
|
|
35237
|
|
Apr-08
|
|
Unencumbered
|