|
þ
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Bermuda
|
|
98-0444035
|
(State or other Jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Shares, par value $0.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
Documents of Which Portions
Are Incorporated by Reference
|
|
Parts of Form 10-K into Which Portion
Of Documents Are Incorporated
|
Proxy Statement for Aircastle Limited
|
|
Part III
|
2019 Annual General Meeting of Shareholders
|
|
(Items 10, 11, 12, 13 and 14)
|
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
|
|
PART III
|
|
|
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13.
|
||
|
|
|
Item 14.
|
||
|
|
|
PART IV
|
|
|
|
|
|
Item 15.
|
||
|
|
|
Item 16.
|
||
|
|
|
•
|
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, 2018, our aircraft portfolio consisted of 261 aircraft, comprised of a variety of aircraft types leased to 81 lessees located in 44 countries. Lease expirations for our owned aircraft are well dispersed, with a weighted-average remaining lease term of 4.5 years. 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.
|
•
|
Flexible, disciplined acquisition approach and broad investment sourcing network. Since our formation, we have acquired 470 aircraft for $15.4 billion. 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 164 transactions with 94 counterparties.
|
•
|
Significant experience in successfully selling aircraft throughout their life cycle. Our team is adept at managing and executing the sale of aircraft. Since our formation, we sold 221 aircraft for $5.3 billion. These sales produced net gains of $323 million and involved a wide range of aircraft types and buyers. Of these aircraft, 147, or 67%, 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 one of the capabilities that sets us apart from many of our competitors.
|
•
|
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 (“NYSE”) since 2006. Since our inception in late 2004, we raised $1.7 billion in equity capital from private and public investors. Our largest shareholder is Marubeni Corporation (“Marubeni”), with whom we maintain a strong, strategic relationship. We also obtained $14.4 billion in debt capital from a variety of sources including the unsecured bond market, commercial banks, export credit agency-backed debt, and the aircraft securitization market. The diversity and global nature of our financing sources demonstrates our ability to adapt to changing market conditions and seize new opportunities.
|
•
|
Our capital structure provides investment flexibility. We have $1.05 billion available from unsecured revolving credit facilities that expire in 2021 and 2022, thereby limiting our near-term financial markets exposure. Given our relatively limited future capital commitments, we have the resources to take advantage of future investment opportunities. Our large unencumbered asset base and our unsecured revolving lines of credit give us access to the unsecured bond market, allowing us to pursue a flexible and opportunistic investment strategy.
|
•
|
Experienced management team with significant expertise. Each member of our management team has more than twenty years of industry experience and we have 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
|
•
|
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.
|
•
|
Pursuing a disciplined and differentiated investment strategy. In our view, the relative values of different aircraft change over time. We continually 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 our team’s experience with a wide range of asset types and the financing flexibility offered through unsecured debt provides us with a competitive advantage. We view orders from equipment manufacturers to be part of our investment opportunity set, but choose to keep our long term capital commitments limited.
|
•
|
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. 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. Since our formation in 2004, we have acquired aircraft from 94 different sellers.
|
•
|
Selling assets when attractive opportunities arise. We sell assets with the aim of realizing profits and reinvesting proceeds. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types. Since our formation, we have sold aircraft to 65 buyers.
|
•
|
Maintaining efficient access to capital from a wide set of sources and leveraging our recent investment grade credit rating. We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when prices are high. To implement this approach, we believe it is important to maintain access to a wide variety of financing sources. During 2018, we achieved our objective of improving our corporate credit ratings to an investment grade level by maintaining strong portfolio and capital structure metrics while achieving a critical size through accretive growth. We believe our improved credit rating will not only reduce our borrowing costs, but also facilitate more reliable access to both unsecured and secured debt capital throughout the business cycle.
|
•
|
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 is one of the largest Japanese trading companies. Marubeni has enabled greater access to Japanese-based financing and helped source and develop our joint venture with the leasing arm of the Industrial Bank of Japan, Limited.
|
•
|
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.
|
•
|
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 30, 2018, our Board of Directors declared a regular quarterly dividend of $0.30 per common share, or an aggregate of $22.9 million for the three months ended December 31, 2018, which was paid on December 14, 2018 to holders of record on November 30, 2018. These dividend amounts may not be indicative of any future dividends. Our
|
Declaration Date
|
|
Dividend per Common Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
October 30, 2018
|
|
$
|
0.30
|
|
|
$
|
22,867
|
|
|
November 30, 2018
|
|
December 14, 2018
|
August 3, 2018
|
|
$
|
0.28
|
|
|
$
|
21,870
|
|
|
August 31, 2018
|
|
September 14, 2018
|
May 1, 2018
|
|
$
|
0.28
|
|
|
$
|
21,908
|
|
|
May 31, 2018
|
|
June 15, 2018
|
February 2, 2018
|
|
$
|
0.28
|
|
|
$
|
22,085
|
|
|
February 28, 2018
|
|
March 15, 2018
|
October 31, 2017
|
|
$
|
0.28
|
|
|
$
|
22,039
|
|
|
November 30, 2017
|
|
December 15, 2017
|
August 4, 2017
|
|
$
|
0.26
|
|
|
$
|
20,464
|
|
|
August 31, 2017
|
|
September 15, 2017
|
May 2, 2017
|
|
$
|
0.26
|
|
|
$
|
20,482
|
|
|
May 31, 2017
|
|
June 15, 2017
|
February 9, 2017
|
|
$
|
0.26
|
|
|
$
|
20,466
|
|
|
February 28, 2017
|
|
March 15, 2017
|
October 28, 2016
|
|
$
|
0.26
|
|
|
$
|
20,434
|
|
|
November 29, 2016
|
|
December 15, 2016
|
August 2, 2016
|
|
$
|
0.24
|
|
|
$
|
18,872
|
|
|
August 26, 2016
|
|
September 15, 2016
|
May 2, 2016
|
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
May 31, 2016
|
|
June 15, 2016
|
February 9, 2016
|
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
February 29, 2016
|
|
March 15, 2016
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
|
2027
|
|
2028
|
|
2029
|
|
Off-Lease(1)
|
|
Sale Agreement
|
|
Total
|
||||||||||||||
A319/A320/A320N/A321
|
1
|
|
|
17
|
|
|
16
|
|
|
11
|
|
|
12
|
|
|
29
|
|
|
9
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
11
|
|
|
20
|
|
|
133
|
|
A330-200/300
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
20
|
|
737-700/800/900ER
|
5
|
|
|
8
|
|
|
6
|
|
|
18
|
|
|
11
|
|
|
14
|
|
|
5
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
80
|
|
777-200ER/300ER
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
E195
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Freighters
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Total
|
6
|
|
|
26
|
|
|
27
|
|
|
29
|
|
|
30
|
|
|
48
|
|
|
19
|
|
|
13
|
|
|
9
|
|
|
3
|
|
|
5
|
|
|
13
|
|
|
20
|
|
|
248
|
|
(1)
|
Consisted of eleven Airbus A320-200 and two Airbus A330-200 aircraft which we are marketing for lease or sale.
|
•
|
2020: 26 aircraft, representing 7%;
|
•
|
2021: 27 aircraft, representing 10%;
|
•
|
2022: 29 aircraft, representing 9%; and
|
•
|
2023: 30 aircraft, representing 11%.
|
•
|
individual lessee exposures;
|
•
|
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;
|
•
|
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;
|
•
|
operating costs, including the price and availability of jet fuel, labor costs and insurance costs and coverages;
|
•
|
restrictions in labor contracts and labor difficulties, including pilot shortages;
|
•
|
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, including the uncertainty and any negative macroeconomic effects associated with the U.S. government shutdown;
|
•
|
aircraft accidents;
|
•
|
the continuing availability of government support, whether through subsidies, loans, guarantees, equity investments or otherwise;
|
•
|
changing political conditions, including risk of rising protectionism, restrictions on immigration or imposition of new trade barriers;
|
•
|
geopolitical and other events, including war, acts or threats of terrorism, outbreaks of epidemic diseases and natural disasters;
|
•
|
cyber risk, including information hacking, viruses and malware; and
|
•
|
governmental regulation of, or affecting the air transportation business, including noise regulations, emissions regulations, climate change initiatives, and aircraft age limitations.
|
•
|
18% 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;
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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;
|
•
|
interest rates;
|
•
|
foreign exchange rates;
|
•
|
the availability of credit;
|
•
|
airline restructurings and bankruptcies;
|
•
|
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;
|
•
|
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;
|
•
|
geopolitical events, including war, prolonged armed conflict and acts of terrorism;
|
•
|
governmental regulation;
|
•
|
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;
|
•
|
tariffs and other restrictions on trade;
|
•
|
outbreaks of communicable diseases and natural disasters;
|
•
|
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;
|
•
|
the demand for and availability of such aircraft at any given time;
|
•
|
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.
|
•
|
forfeiting advance deposits and progress payments to Embraer, as well as incurring certain significant costs related to these commitments such as contractual 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;
|
•
|
failing to realize the benefits of purchasing and leasing such aircraft; and
|
•
|
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;
|
•
|
decisions of our partners to sell aircraft in one of our joint ventures may have an impact on our financial performance; 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.
|
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
|
952,488
|
|
|
$
|
20.18
|
|
|
952,488
|
|
|
$
|
100,000
|
|
November 1 through 30
|
1,594
|
|
|
0.01
|
|
|
—
|
|
|
100,000
|
|
||
December 1 through 31
|
900,792
|
|
|
16.93
|
|
|
900,792
|
|
|
84,752
|
|
||
|
|
|
|
|
|
|
|
||||||
Total
|
1,854,874
|
|
|
$
|
18.60
|
|
|
1,853,280
|
|
|
$
|
84,752
|
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
||||||||||||
Aircastle Limited
|
$
|
100.00
|
|
|
$
|
116.42
|
|
|
$
|
118.54
|
|
|
$
|
123.91
|
|
|
$
|
145.50
|
|
|
$
|
113.45
|
|
S&P Midcap 400
|
100.00
|
|
|
109.77
|
|
|
107.38
|
|
|
129.65
|
|
|
150.71
|
|
|
134.01
|
|
||||||
Peer Group
|
100.00
|
|
|
103.84
|
|
|
111.52
|
|
|
109.65
|
|
|
142.15
|
|
|
101.15
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands, except share data)
|
||||||||||||||||||
Selected Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease rental revenue
|
$
|
722,694
|
|
|
$
|
721,302
|
|
|
$
|
725,220
|
|
|
$
|
733,417
|
|
|
$
|
714,654
|
|
Total revenues(1)
|
890,351
|
|
|
851,787
|
|
|
812,084
|
|
|
877,219
|
|
|
841,748
|
|
|||||
Selling, general and administrative expenses
|
76,025
|
|
|
73,604
|
|
|
61,872
|
|
|
56,198
|
|
|
55,773
|
|
|||||
Depreciation
|
310,850
|
|
|
298,664
|
|
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|||||
Interest, net
|
234,504
|
|
|
241,231
|
|
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|||||
Net income
|
247,919
|
|
|
147,874
|
|
|
151,453
|
|
|
121,729
|
|
|
100,828
|
|
|||||
Earnings per common share — Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share
|
$
|
3.18
|
|
|
$
|
1.88
|
|
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
Earnings per common share — Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share
|
$
|
3.17
|
|
|
$
|
1.87
|
|
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
Cash dividends declared per share
|
$
|
1.14
|
|
|
$
|
1.06
|
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
814,184
|
|
|
$
|
705,525
|
|
|
$
|
734,989
|
|
|
$
|
707,524
|
|
|
$
|
658,606
|
|
Adjusted EBITDA
|
839,831
|
|
|
801,584
|
|
|
767,953
|
|
|
832,105
|
|
|
792,283
|
|
|||||
Adjusted net income
|
257,237
|
|
|
169,566
|
|
|
168,527
|
|
|
142,271
|
|
|
167,642
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by operations
|
$
|
522,592
|
|
|
$
|
490,871
|
|
|
$
|
468,092
|
|
|
$
|
526,285
|
|
|
$
|
458,786
|
|
Cash flows used in investing activities
|
(974,687
|
)
|
|
(517,107
|
)
|
|
(663,155
|
)
|
|
(847,662
|
)
|
|
(861,602
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
386,091
|
|
|
(248,724
|
)
|
|
449,839
|
|
|
306,878
|
|
|
(106,030
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
152,719
|
|
|
$
|
211,922
|
|
|
$
|
455,579
|
|
|
$
|
155,904
|
|
|
$
|
169,656
|
|
Flight equipment held for lease, net of accumulated depreciation
|
6,935,585
|
|
|
6,188,469
|
|
|
6,247,585
|
|
|
5,867,062
|
|
|
5,579,718
|
|
|||||
Net investment in finance and sales-type leases
|
469,180
|
|
|
545,750
|
|
|
260,853
|
|
|
201,211
|
|
|
106,651
|
|
|||||
Total assets
|
7,871,181
|
|
|
7,199,083
|
|
|
7,244,665
|
|
|
6,569,964
|
|
|
6,175,146
|
|
|||||
Borrowings from secured and unsecured financings, net of debt issuance costs
|
4,761,353
|
|
|
4,313,606
|
|
|
4,506,245
|
|
|
4,041,156
|
|
|
3,744,587
|
|
|||||
Shareholders’ equity
|
2,008,681
|
|
|
1,907,564
|
|
|
1,834,314
|
|
|
1,779,500
|
|
|
1,720,335
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of aircraft owned and managed on behalf of our joint ventures (at the end of period)
|
261
|
|
|
236
|
|
|
206
|
|
|
167
|
|
|
152
|
|
|||||
Total debt to total capitalization
|
70.3
|
%
|
|
69.3
|
%
|
|
71.1
|
%
|
|
69.4
|
%
|
|
68.5
|
%
|
|||||
Total unencumbered assets
|
$
|
6,207,411
|
|
|
$
|
5,558,294
|
|
|
$
|
5,069,955
|
|
|
$
|
4,084,134
|
|
|
$
|
3,510,588
|
|
(1)
|
See Organization and Basis of Presentation in the Notes to Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
|
$
|
121,729
|
|
|
$
|
100,828
|
|
Depreciation
|
310,850
|
|
|
298,664
|
|
|
305,216
|
|
|
318,783
|
|
|
299,365
|
|
|||||
Amortization of lease premiums, discounts and incentives
|
15,269
|
|
|
11,714
|
|
|
10,353
|
|
|
10,664
|
|
|
6,172
|
|
|||||
Interest, net
|
234,504
|
|
|
241,231
|
|
|
255,660
|
|
|
243,577
|
|
|
238,378
|
|
|||||
Income tax provision
|
5,642
|
|
|
6,042
|
|
|
12,307
|
|
|
12,771
|
|
|
13,863
|
|
|||||
EBITDA
|
814,184
|
|
|
705,525
|
|
|
$
|
734,989
|
|
|
$
|
707,524
|
|
|
$
|
658,606
|
|
||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment of aircraft
|
—
|
|
|
80,430
|
|
|
28,585
|
|
|
119,835
|
|
|
93,993
|
|
|||||
Equity share of joint venture impairment
|
15,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,570
|
|
|||||
Non-cash share-based payment expense
|
11,488
|
|
|
13,148
|
|
|
7,901
|
|
|
5,537
|
|
|
4,244
|
|
|||||
(Gain) loss on mark-to-market of interest rate derivative contracts
|
(1,632
|
)
|
|
2,481
|
|
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|||||
Adjusted EBITDA
|
$
|
839,831
|
|
|
$
|
801,584
|
|
|
$
|
767,953
|
|
|
$
|
832,105
|
|
|
$
|
792,283
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
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) loss on mark-to-market of interest rate derivative contracts(2)
|
(1,632
|
)
|
|
2,481
|
|
|
(3,522
|
)
|
|
(791
|
)
|
|
(1,130
|
)
|
|||||
Loan termination payment(1)
|
(838
|
)
|
|
2,058
|
|
|
4,960
|
|
|
—
|
|
|
—
|
|
|||||
Write-off of deferred financing fees(1)
|
300
|
|
|
4,005
|
|
|
2,880
|
|
|
—
|
|
|
—
|
|
|||||
Stock compensation expense(3)
|
11,488
|
|
|
13,148
|
|
|
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
|
$
|
257,237
|
|
|
$
|
169,566
|
|
|
$
|
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.
|
Owned Aircraft
|
As of
December 31, 2018(1) |
|
As of
December 31, 2017(1) |
|
As of
December 31, 2016(1) |
||||||
Flight Equipment Held for Lease
|
$
|
7,405
|
|
|
$
|
6,734
|
|
|
$
|
6,508
|
|
Unencumbered Flight Equipment included in Flight Equipment Held for Lease
|
$
|
6,055
|
|
|
$
|
5,346
|
|
|
$
|
4,614
|
|
Number of Aircraft
|
248
|
|
|
224
|
|
|
193
|
|
|||
Number of Unencumbered Aircraft
|
217
|
|
|
195
|
|
|
156
|
|
|||
Number of Lessees
|
81
|
|
|
81
|
|
|
71
|
|
|||
Number of Countries
|
44
|
|
|
43
|
|
|
36
|
|
|||
Weighted Average Age (years)(2)
|
9.1
|
|
|
9.1
|
|
|
7.9
|
|
|||
Weighted Average Remaining Lease Term (years)(2)
|
4.5
|
|
|
5.0
|
|
|
5.1
|
|
|||
Weighted Average Fleet Utilization during the Fourth Quarter(3)
|
97.0
|
%
|
|
99.5
|
%
|
|
99.0
|
%
|
|||
Weighted Average Fleet Utilization for the Year Ended(3)
|
99.6
|
%
|
|
99.3
|
%
|
|
98.9
|
%
|
|||
Portfolio Yield for the Fourth Quarter(4)
|
11.2
|
%
|
|
12.0
|
%
|
|
12.4
|
%
|
|||
Portfolio Yield for the Year Ended(4)
|
11.5
|
%
|
|
12.2
|
%
|
|
12.4
|
%
|
|||
|
|
|
|
|
|
||||||
Managed Aircraft on behalf of Joint Ventures
|
|
|
|
|
|
||||||
Flight Equipment
|
$
|
602
|
|
|
$
|
641
|
|
|
$
|
689
|
|
Number of Aircraft
|
13
|
|
|
12
|
|
|
13
|
|
(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.
|
|
Owned Aircraft as of
December 31, 2018
|
|
Owned Aircraft as of
December 31, 2017 |
||||||||
|
Number of
Aircraft
|
|
% of Net
Book Value(1)
|
|
Number of
Aircraft
|
|
% of Net
Book Value(1)
|
||||
Aircraft Type
|
|
|
|
|
|
|
|
||||
Passenger:
|
|
|
|
|
|
|
|
||||
Narrow-body
|
218
|
|
|
72
|
%
|
|
192
|
|
|
66
|
%
|
Wide-body
|
26
|
|
|
24
|
%
|
|
28
|
|
|
29
|
%
|
Total Passenger
|
244
|
|
|
96
|
%
|
|
220
|
|
|
95
|
%
|
Freighter
|
4
|
|
|
4
|
%
|
|
4
|
|
|
5
|
%
|
Total
|
248
|
|
|
100
|
%
|
|
224
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Manufacturer
|
|
|
|
|
|
|
|
||||
Airbus
|
153
|
|
|
59
|
%
|
|
138
|
|
|
57
|
%
|
Boeing
|
90
|
|
|
39
|
%
|
|
81
|
|
|
41
|
%
|
Embraer
|
5
|
|
|
2
|
%
|
|
5
|
|
|
2
|
%
|
Total
|
248
|
|
|
100
|
%
|
|
224
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
||||
Regional Diversification
|
|
|
|
|
|
|
|
||||
Asia and Pacific
|
78
|
|
|
36
|
%
|
|
59
|
|
|
30
|
%
|
Europe
|
87
|
|
|
27
|
%
|
|
92
|
|
|
32
|
%
|
Middle East and Africa
|
17
|
|
|
8
|
%
|
|
15
|
|
|
9
|
%
|
North America
|
35
|
|
|
10
|
%
|
|
32
|
|
|
10
|
%
|
South America
|
16
|
|
|
10
|
%
|
|
25
|
|
|
19
|
%
|
Off-lease
|
15
|
|
(2)
|
9
|
%
|
|
1
|
|
(3)
|
—
|
%
|
|
|
|
|
|
|
|
|
||||
Total
|
248
|
|
|
100
|
%
|
|
224
|
|
|
100
|
%
|
(1)
|
Calculated using net book value at year end.
|
(2)
|
Consisted of eleven Airbus A320-200 aircraft and two Airbus A330-200 aircraft, which we are marketing for lease or sale, and one Boeing B737-800 along with one Boeing B777-300ER aircraft, which are subject to lease commitments.
|
(3)
|
Consisted of one Airbus A321-200 aircraft, which was delivered on lease to a customer during the second quarter of 2018.
|
Percent of Net Book Value
|
|
Customer
|
|
Country
|
|
Number of
Aircraft
|
|
Greater than 6% per customer
|
|
IndiGo
|
|
India
|
|
16
|
|
|
|
|
|
|
|
|
|
3% to 6% per customer
|
|
Lion Air
|
|
Indonesia
|
|
11
|
|
|
|
LATAM
|
|
Chile
|
|
3
|
|
|
|
TAP Portugal(1)
|
|
Portugal
|
|
8
|
|
|
|
Iberia
|
|
Spain
|
|
15
|
|
|
|
South African Airways
|
|
South Africa
|
|
4
|
|
|
|
easyJet
|
|
United Kingdom
|
|
20
|
|
|
|
Aerolineas Argentinas
|
|
Argentina
|
|
5
|
|
|
|
|
|
|
|
|
|
Less than 3% per customer
|
|
Interjet
|
|
Mexico
|
|
11
|
|
|
|
AirBridge Cargo(2)
|
|
Russia
|
|
2
|
|
|
|
Air Asia X
|
|
Malaysia
|
|
2
|
|
|
|
Jeju Air
|
|
South Korea
|
|
6
|
|
|
|
American Airlines
|
|
United States
|
|
5
|
|
|
|
Jet Airways
|
|
India
|
|
7
|
|
|
|
Garuda
|
|
Indonesia
|
|
3
|
|
|
|
Total top 15 customers
|
|
|
|
118
|
|
|
|
All other customers(3)
|
|
|
|
130
|
|
|
|
|
|
|
|
|
|
|
|
Total all customers
|
|
|
|
248
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
722,694
|
|
|
$
|
721,302
|
|
Finance and sales-type lease revenue
|
35,132
|
|
|
25,716
|
|
||
Amortization of lease premiums, discounts and incentives
|
(15,269
|
)
|
|
(11,714
|
)
|
||
Maintenance revenue
|
105,738
|
|
|
56,128
|
|
||
Total lease rentals
|
848,295
|
|
|
791,432
|
|
||
Gain on sale of flight equipment
|
36,766
|
|
|
55,167
|
|
||
Other revenue
|
5,290
|
|
|
5,188
|
|
||
Total revenues
|
890,351
|
|
|
851,787
|
|
||
Expenses:
|
|
|
|
||||
Depreciation
|
310,850
|
|
|
298,664
|
|
||
Interest, net
|
234,504
|
|
|
241,231
|
|
||
Selling, general and administrative
|
76,025
|
|
|
73,604
|
|
||
Impairment of aircraft
|
—
|
|
|
80,430
|
|
||
Maintenance and other costs
|
8,961
|
|
|
9,077
|
|
||
Total operating expenses
|
630,340
|
|
|
703,006
|
|
||
|
|
|
|
||||
Total other income (expense)
|
1,636
|
|
|
(2,476
|
)
|
||
|
|
|
|
||||
Income from continuing operations before income taxes
|
261,647
|
|
|
146,305
|
|
||
Income tax provision
|
5,642
|
|
|
6,042
|
|
||
Earnings (loss) of unconsolidated equity method investment, net of tax
|
(8,086
|
)
|
|
7,611
|
|
||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
•
|
an $88.9 million decrease due to the sale of 45 aircraft during 2018 and 2017; and
|
•
|
a $58.1 million decrease due to lease extensions, amendments, transitions and other changes.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(11,030
|
)
|
|
$
|
(9,779
|
)
|
Amortization of lease premiums
|
(12,064
|
)
|
|
(10,022
|
)
|
||
Amortization of lease discounts
|
7,825
|
|
|
8,087
|
|
||
|
|
|
|
||||
Amortization of lease premiums, discounts and incentives
|
$
|
(15,269
|
)
|
|
$
|
(11,714
|
)
|
•
|
$58.9 million due to 84 aircraft acquired during 2018 and 2017; and
|
•
|
$3.6 million due to changes to asset lives, residual values and other changes.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
|
$
|
221,987
|
|
|
$
|
223,260
|
|
Amortization of deferred losses related to interest rate derivatives
|
1,166
|
|
|
2,202
|
|
||
Amortization of deferred financing fees and debt discount(2)
|
14,627
|
|
|
19,435
|
|
||
Interest expense
|
237,780
|
|
|
244,897
|
|
||
Less: Interest income
|
(2,943
|
)
|
|
(3,411
|
)
|
||
Less: Capitalized interest
|
(333
|
)
|
|
(255
|
)
|
||
Interest, net
|
$
|
234,504
|
|
|
$
|
241,231
|
|
(1)
|
Includes a loan termination gain of $0.8 million and loan termination fees of $2.1 million related to the sale of aircraft during the years ended December 31, 2018 and 2017, respectively.
|
(2)
|
Includes $0.3 million and $4.0 million in deferred financing fees written off related to the sale of aircraft during the years ended December 31, 2018 and 2017, respectively.
|
•
|
a $1.3 million decrease in interest on borrowings due to lower loan termination fees as compared to the prior year, partially offset by a higher weighted average interest rate;
|
•
|
lower amortization of deferred losses on terminated interest rate derivatives of $1.0 million; and
|
•
|
lower amortization of deferred financing fees of $4.8 million resulting from aircraft sales in 2017.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
Derivative loss reclassified into earnings
|
1,166
|
|
|
2,202
|
|
||
Total comprehensive income
|
$
|
249,085
|
|
|
$
|
150,076
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Lease rental revenue
|
$
|
721,302
|
|
|
$
|
725,220
|
|
Finance and sales-type lease revenue
|
25,716
|
|
|
17,190
|
|
||
Amortization of lease premiums, discounts and incentives
|
(11,714
|
)
|
|
(10,353
|
)
|
||
Maintenance revenue
|
56,128
|
|
|
33,590
|
|
||
Total lease rentals
|
791,432
|
|
|
765,647
|
|
||
Gain on sale of flight equipment
|
55,167
|
|
|
39,126
|
|
||
Other revenue
|
5,188
|
|
|
7,311
|
|
||
Total revenues
|
851,787
|
|
|
812,084
|
|
||
Expenses:
|
|
|
|
||||
Depreciation
|
298,664
|
|
|
305,216
|
|
||
Interest, net
|
241,231
|
|
|
255,660
|
|
||
Selling, general and administrative
|
73,604
|
|
|
61,872
|
|
||
Impairment of aircraft
|
80,430
|
|
|
28,585
|
|
||
Maintenance and other costs
|
9,077
|
|
|
7,773
|
|
||
Total operating expenses
|
703,006
|
|
|
659,106
|
|
||
|
|
|
|
||||
Total other income (expense)
|
(2,476
|
)
|
|
3,527
|
|
||
|
|
|
|
||||
Income from continuing operations before income taxes
|
146,305
|
|
|
156,505
|
|
||
Income tax provision
|
6,042
|
|
|
12,307
|
|
||
Earnings of unconsolidated equity method investment, net of tax
|
7,611
|
|
|
7,255
|
|
||
Net income
|
$
|
147,874
|
|
|
$
|
151,453
|
|
•
|
a $108.7 million decrease due to the sale of 60 aircraft during 2017 and 2016; and
|
•
|
a $25.5 million decrease due to lease extensions, amendments, transitions and other changes.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Amortization of lease incentives
|
$
|
(9,779
|
)
|
|
$
|
(6,223
|
)
|
Amortization of lease premiums
|
(10,022
|
)
|
|
(13,744
|
)
|
||
Amortization of lease discounts
|
8,087
|
|
|
9,614
|
|
||
Amortization of lease premiums, discounts and incentives
|
$
|
(11,714
|
)
|
|
$
|
(10,353
|
)
|
•
|
$52.1 million due to 97 aircraft acquisitions during 2017 and 2016; and
|
•
|
$3.3 million due to changes to asset lives, residual values and other changes.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
|
$
|
223,260
|
|
|
$
|
228,774
|
|
Amortization of deferred losses related to interest rate derivatives
|
2,202
|
|
|
9,662
|
|
||
Amortization of deferred financing fees and debt discount(2)
|
19,435
|
|
|
18,508
|
|
||
Interest expense
|
244,897
|
|
|
256,944
|
|
||
Less: Interest income
|
(3,411
|
)
|
|
(1,140
|
)
|
||
Less: Capitalized interest
|
(255
|
)
|
|
(144
|
)
|
||
Interest, net
|
$
|
241,231
|
|
|
$
|
255,660
|
|
(1)
|
Included $2.1 million and $5.0 million of loan prepayment fees related to the sale of aircraft during the years ended December 31, 2017 and 2016, respectively.
|
(2)
|
Included $4.0 million and $2.9 million in deferred financing fees written off related to the sale of aircraft during the years ended December 31, 2017 and 2016, respectively.
|
•
|
a $5.5 million decrease in interest on borrowings due primarily to lower weighted average debt cost and lower net termination charges compared to 2016;
|
•
|
lower amortization of deferred losses on terminated interest rate derivatives of $7.5 million; and
|
•
|
higher interest income of $2.3 million.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Net change in fair value of derivatives, net of tax expense of $0 for both periods presented
|
—
|
|
|
(1
|
)
|
||
Derivative loss reclassified into earnings
|
2,202
|
|
|
9,662
|
|
||
Total comprehensive income
|
$
|
150,076
|
|
|
$
|
161,114
|
|
•
|
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;
|
•
|
asset sales; and
|
•
|
sales of common shares.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash flow provided by operating activities
|
$
|
522,592
|
|
|
$
|
490,871
|
|
|
$
|
468,092
|
|
Net cash flow used in investing activities
|
(974,687
|
)
|
|
(517,107
|
)
|
|
(663,155
|
)
|
|||
Net cash flow provided by (used in) financing activities
|
386,091
|
|
|
(248,724
|
)
|
|
449,839
|
|
•
|
a $22.7 million increase in cash from maintenance revenue;
|
•
|
a $12.1 million decrease in cash paid for taxes; and
|
•
|
a $4.3 million decrease in cash used for working capital.
|
•
|
a net $52.7 million decrease in the acquisition and improvement of flight equipment and net investment in and collections on finance and sales-type leases;
|
•
|
a $77.7 million increase in proceeds from the sale of flight equipment; and
|
•
|
an $18.0 million decrease in unconsolidated equity method investments.
|
•
|
a $379.3 million decrease in proceeds from secured and unsecured financings;
|
•
|
a $289.8 million increase in securitization and term debt financing repayments; and
|
•
|
a $68.4 million increase in maintenance and security deposits returned, net of deposits received.
|
|
Payments Due by Period as of December 31, 2018
|
||||||||||||||||||
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 2019-2024
|
$
|
3,450,000
|
|
|
$
|
500,000
|
|
|
$
|
800,000
|
|
|
$
|
1,650,000
|
|
|
$
|
500,000
|
|
DBJ Term Loan
|
120,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Revolving Credit Facilities
|
425,000
|
|
|
—
|
|
|
—
|
|
|
425,000
|
|
|
—
|
|
|||||
ECA Financings
|
189,080
|
|
|
39,801
|
|
|
83,975
|
|
|
57,255
|
|
|
8,049
|
|
|||||
Bank Financings
|
619,715
|
|
|
70,003
|
|
|
118,860
|
|
|
285,513
|
|
|
145,339
|
|
|||||
Total principal payments
|
4,803,795
|
|
|
729,804
|
|
|
1,002,835
|
|
|
2,417,768
|
|
|
653,388
|
|
|||||
Interest payments on debt obligations(1)
|
798,750
|
|
|
237,851
|
|
|
349,011
|
|
|
193,341
|
|
|
18,547
|
|
|||||
Office leases(2)
|
16,986
|
|
|
2,517
|
|
|
3,247
|
|
|
3,371
|
|
|
7,851
|
|
|||||
Purchase obligations(3)
|
1,328,553
|
|
|
415,955
|
|
|
912,598
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
6,948,084
|
|
|
$
|
1,386,127
|
|
|
$
|
2,267,691
|
|
|
$
|
2,614,480
|
|
|
$
|
679,786
|
|
(1)
|
Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at December 31, 2018.
|
(2)
|
Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
|
(3)
|
At December 31, 2018, we had commitments to acquire 35 aircraft for $1.33 billion, including 25 new E-Jet E2 aircraft from Embraer S.A. These amounts include estimates for pre-delivery deposits, contractual price escalation and other adjustments. As of February 8, 2019, we have commitments to acquire 33 aircraft for $1.26 billion.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Depreciation
|
310,850
|
|
|
298,664
|
|
|
305,216
|
|
|||
Amortization of lease premiums, discounts and incentives
|
15,269
|
|
|
11,714
|
|
|
10,353
|
|
|||
Interest, net
|
234,504
|
|
|
241,231
|
|
|
255,660
|
|
|||
Income tax provision
|
5,642
|
|
|
6,042
|
|
|
12,307
|
|
|||
EBITDA
|
$
|
814,184
|
|
|
$
|
705,525
|
|
|
$
|
734,989
|
|
|
|
|
|
|
|
||||||
Adjustments:
|
|
|
|
|
|
||||||
Impairment of aircraft
|
—
|
|
|
80,430
|
|
|
28,585
|
|
|||
Equity share of joint venture impairment
|
15,791
|
|
|
—
|
|
|
—
|
|
|||
Non-cash share-based payment expense
|
11,488
|
|
|
13,148
|
|
|
7,901
|
|
|||
(Gain) loss on mark-to-market of interest rate derivative contracts
|
(1,632
|
)
|
|
2,481
|
|
|
(3,522
|
)
|
|||
Adjusted EBITDA
|
$
|
839,831
|
|
|
$
|
801,584
|
|
|
$
|
767,953
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
(Gain) loss on mark-to-market of interest rate derivative contracts(2)
|
(1,632
|
)
|
|
2,481
|
|
|
(3,522
|
)
|
|||
Loan termination fee(1)
|
(838
|
)
|
|
2,058
|
|
|
4,960
|
|
|||
Write-off of deferred financing fees(1)
|
300
|
|
|
4,005
|
|
|
2,880
|
|
|||
Non-cash share-based payment expense(3)
|
11,488
|
|
|
13,148
|
|
|
7,901
|
|
|||
Securitization No. 1 hedge loss amortization charges(1)
|
—
|
|
|
—
|
|
|
4,855
|
|
|||
Adjusted net income
|
$
|
257,237
|
|
|
$
|
169,566
|
|
|
$
|
168,527
|
|
(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:
|
2018
|
|
2017
|
|
2016
|
|||
Common shares outstanding
|
77,447,263
|
|
|
78,219,458
|
|
|
78,161,494
|
|
Restricted common shares
|
476,726
|
|
|
556,592
|
|
|
653,944
|
|
Total weighted-average shares
|
77,923,989
|
|
|
78,776,050
|
|
|
78,815,438
|
|
|
||||||||
|
Year Ended December 31,
|
|||||||
Percentage of weighted-average shares:
|
2018
|
|
2017
|
|
2016
|
|||
Common shares outstanding
|
99.39
|
%
|
|
99.29
|
%
|
|
99.17
|
%
|
Restricted common shares(1)
|
0.61
|
%
|
|
0.71
|
%
|
|
0.83
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted-average common shares outstanding — Basic
|
77,447,263
|
|
|
78,219,458
|
|
|
78,161,494
|
|
Effect of dilutive shares(2)
|
301,356
|
|
|
153,983
|
|
|
42,785
|
|
Weighted-average common shares outstanding — Diluted
|
77,748,619
|
|
|
78,373,441
|
|
|
78,204,279
|
|
|
Year Ended December 31,
|
||||||||||
Adjusted net income allocation:
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||
Adjusted net income
|
$
|
257,237
|
|
|
$
|
169,566
|
|
|
$
|
168,527
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
|
(1,574
|
)
|
|
(1,198
|
)
|
|
(1,398
|
)
|
|||
Adjusted net income allocable to common shares — Basic and Diluted
|
$
|
255,663
|
|
|
$
|
168,368
|
|
|
$
|
167,129
|
|
Adjusted net income per common share — Basic
|
$
|
3.30
|
|
|
$
|
2.15
|
|
|
$
|
2.14
|
|
Adjusted net income per common share — Diluted
|
$
|
3.29
|
|
|
$
|
2.15
|
|
|
$
|
2.14
|
|
(1)
|
For the years ended December 31, 2018, 2017 and 2016, distributed and undistributed earnings to restricted shares was 0.61%, 0.71% and 0.83%, respectively, of net income. The amount of restricted share forfeitures for all periods presented was immaterial to the allocation of distributed and undistributed earnings.
|
(2)
|
For the years ended December 31, 2018, 2017 and 2016, dilutive shares represented contingently issuable shares related to the Company’s Performance Share Units (“PSUs”).
|
•
|
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, 2018 and 2017.
|
|
|
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016.
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016.
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016.
|
|
|
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 Annual Report on Form 10-K.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
99.1
|
|
|
|
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2018 and 2017; (ii) Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; (v) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; and (vi) Notes to Consolidated Financial Statements *
|
|
Page No.
|
Consolidated Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Lease rental revenue
|
$
|
722,694
|
|
|
$
|
721,302
|
|
|
$
|
725,220
|
|
Finance and sales-type lease revenue
|
35,132
|
|
|
25,716
|
|
|
17,190
|
|
|||
Amortization of lease premiums, discounts and incentives
|
(15,269
|
)
|
|
(11,714
|
)
|
|
(10,353
|
)
|
|||
Maintenance revenue
|
105,738
|
|
|
56,128
|
|
|
33,590
|
|
|||
Total lease rentals
|
848,295
|
|
|
791,432
|
|
|
765,647
|
|
|||
Gain on sale of flight equipment
|
36,766
|
|
|
55,167
|
|
|
39,126
|
|
|||
Other revenue
|
5,290
|
|
|
5,188
|
|
|
7,311
|
|
|||
Total revenues
|
890,351
|
|
|
851,787
|
|
|
812,084
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Depreciation
|
310,850
|
|
|
298,664
|
|
|
305,216
|
|
|||
Interest, net
|
234,504
|
|
|
241,231
|
|
|
255,660
|
|
|||
Selling, general and administrative (including non-cash share-based payment expense of $11,488, $13,148 and $7,901, respectively)
|
76,025
|
|
|
73,604
|
|
|
61,872
|
|
|||
Impairment of aircraft
|
—
|
|
|
80,430
|
|
|
28,585
|
|
|||
Maintenance and other costs
|
8,961
|
|
|
9,077
|
|
|
7,773
|
|
|||
Total expenses
|
630,340
|
|
|
703,006
|
|
|
659,106
|
|
|||
|
|
|
|
|
|
||||||
Total other income (expense)
|
1,636
|
|
|
(2,476
|
)
|
|
3,527
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes and earnings of unconsolidated equity method investment
|
261,647
|
|
|
146,305
|
|
|
156,505
|
|
|||
Income tax provision
|
5,642
|
|
|
6,042
|
|
|
12,307
|
|
|||
Earnings (loss) of unconsolidated equity method investment, net of tax
|
(8,086
|
)
|
|
7,611
|
|
|
7,255
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Basic:
|
|
|
|
|
|
||||||
Net income per share
|
$
|
3.18
|
|
|
$
|
1.88
|
|
|
$
|
1.92
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Diluted:
|
|
|
|
|
|
||||||
Net income per share
|
$
|
3.17
|
|
|
$
|
1.87
|
|
|
$
|
1.92
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
1.14
|
|
|
$
|
1.06
|
|
|
$
|
0.98
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Net change in fair value of derivatives, net of tax expense of $0 for all periods presented
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net derivative loss reclassified into earnings
|
1,166
|
|
|
2,202
|
|
|
9,662
|
|
|||
Other comprehensive income
|
1,166
|
|
|
2,202
|
|
|
9,661
|
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
$
|
249,085
|
|
|
$
|
150,076
|
|
|
$
|
161,114
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
310,850
|
|
|
298,664
|
|
|
305,216
|
|
|||
Amortization of deferred financing costs
|
14,627
|
|
|
19,435
|
|
|
18,508
|
|
|||
Amortization of lease premiums, discounts and incentives
|
15,269
|
|
|
11,714
|
|
|
10,353
|
|
|||
Deferred income taxes
|
(496
|
)
|
|
(8,948
|
)
|
|
6,156
|
|
|||
Non-cash share-based payment expense
|
11,488
|
|
|
13,148
|
|
|
7,901
|
|
|||
Cash flow hedges reclassified into earnings
|
1,166
|
|
|
2,202
|
|
|
9,662
|
|
|||
Security deposits and maintenance payments included in earnings
|
(80,628
|
)
|
|
(17,947
|
)
|
|
(23,123
|
)
|
|||
Gain on the sale of flight equipment
|
(36,766
|
)
|
|
(55,167
|
)
|
|
(39,126
|
)
|
|||
Impairment of aircraft
|
—
|
|
|
80,430
|
|
|
28,585
|
|
|||
Other
|
3,032
|
|
|
1,476
|
|
|
(6,867
|
)
|
|||
Changes on certain assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(12,328
|
)
|
|
(6,734
|
)
|
|
832
|
|
|||
Other assets
|
5,065
|
|
|
(7,655
|
)
|
|
(1,089
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
10,526
|
|
|
13,857
|
|
|
(4,014
|
)
|
|||
Lease rentals received in advance
|
32,868
|
|
|
(1,478
|
)
|
|
3,645
|
|
|||
Net cash and restricted cash provided by operating activities
|
522,592
|
|
|
490,871
|
|
|
468,092
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition and improvement of flight equipment
|
(1,317,497
|
)
|
|
(1,038,343
|
)
|
|
(1,331,059
|
)
|
|||
Proceeds from sale of flight equipment
|
338,831
|
|
|
833,576
|
|
|
755,898
|
|
|||
Net investment in finance and sales-type leases
|
(15,783
|
)
|
|
(331,721
|
)
|
|
(78,892
|
)
|
|||
Collections on finance and sales-type leases
|
29,961
|
|
|
32,184
|
|
|
19,413
|
|
|||
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits
|
(15,494
|
)
|
|
(7,681
|
)
|
|
(9,628
|
)
|
|||
Unconsolidated equity method investment and associated costs
|
(3,350
|
)
|
|
—
|
|
|
(18,048
|
)
|
|||
Other
|
8,645
|
|
|
(5,122
|
)
|
|
(839
|
)
|
|||
Net cash and restricted cash used in investing activities
|
(974,687
|
)
|
|
(517,107
|
)
|
|
(663,155
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchase of shares
|
(71,421
|
)
|
|
(4,862
|
)
|
|
(37,337
|
)
|
|||
Proceeds from secured and unsecured debt financings
|
1,413,901
|
|
|
675,000
|
|
|
1,054,250
|
|
|||
Repayments of secured and unsecured debt financings
|
(969,139
|
)
|
|
(878,534
|
)
|
|
(588,778
|
)
|
|||
Deferred financing costs
|
(11,642
|
)
|
|
(8,540
|
)
|
|
(18,890
|
)
|
|||
Restricted secured liquidity facility collateral
|
—
|
|
|
—
|
|
|
65,000
|
|
|||
Liquidity facility
|
—
|
|
|
—
|
|
|
(65,000
|
)
|
|||
Security deposits and maintenance payments received
|
203,925
|
|
|
192,830
|
|
|
171,672
|
|
|||
Security deposits and maintenance payments returned
|
(90,803
|
)
|
|
(141,185
|
)
|
|
(51,658
|
)
|
|||
Dividends paid
|
(88,730
|
)
|
|
(83,433
|
)
|
|
(77,137
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(2,283
|
)
|
|||
Net cash and restricted cash provided by (used in) financing activities
|
386,091
|
|
|
(248,724
|
)
|
|
449,839
|
|
|||
Net (decrease) increase in cash and restricted cash
|
(66,004
|
)
|
|
(274,960
|
)
|
|
254,776
|
|
|||
Cash and restricted cash at beginning of year
|
233,857
|
|
|
508,817
|
|
|
254,041
|
|
|||
Cash and restricted cash at end of year
|
$
|
167,853
|
|
|
$
|
233,857
|
|
|
$
|
508,817
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation to Consolidated Balance Sheets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
152,719
|
|
|
$
|
211,922
|
|
|
$
|
455,579
|
|
Restricted cash and cash equivalents
|
15,134
|
|
|
21,935
|
|
|
53,238
|
|
|||
|
|
|
|
|
|
||||||
Unrestricted and restricted cash and cash equivalents
|
$
|
167,853
|
|
|
$
|
233,857
|
|
|
$
|
508,817
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
214,350
|
|
|
$
|
228,125
|
|
|
$
|
224,705
|
|
Cash paid during the year for income taxes
|
$
|
6,254
|
|
|
$
|
4,576
|
|
|
$
|
16,693
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
|
|
||||||
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets settled in sale of flight equipment
|
$
|
71,837
|
|
|
$
|
132,585
|
|
|
$
|
75,335
|
|
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets assumed in asset acquisitions
|
$
|
63,432
|
|
|
$
|
149,100
|
|
|
$
|
202,808
|
|
Transfers from Flight equipment held for lease to Net investment in finance and sales-type leases and Other assets
|
$
|
11,202
|
|
|
$
|
154,213
|
|
|
$
|
142,950
|
|
|
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
|
Common Shares
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2015
|
80,232,260
|
|
|
$
|
802
|
|
|
$
|
1,550,337
|
|
|
$
|
241,574
|
|
|
$
|
(13,213
|
)
|
|
$
|
1,779,500
|
|
Issuance of common shares to 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
|
|
|||||
Issuance of common shares to stockholders, directors and employees
|
344,017
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(229,187
|
)
|
|
(2
|
)
|
|
(4,860
|
)
|
|
—
|
|
|
—
|
|
|
(4,862
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
11,469
|
|
|
—
|
|
|
—
|
|
|
11,469
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,433
|
)
|
|
—
|
|
|
(83,433
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
147,874
|
|
|
—
|
|
|
147,874
|
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,202
|
|
|
2,202
|
|
|||||
Balance, December 31, 2017
|
78,707,963
|
|
|
787
|
|
|
1,527,796
|
|
|
380,331
|
|
|
(1,350
|
)
|
|
1,907,564
|
|
|||||
Issuance of common shares to stockholders, directors and employees
|
423,202
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common shares from stockholders, directors and employees
|
(3,676,654
|
)
|
|
(37
|
)
|
|
(71,384
|
)
|
|
—
|
|
|
—
|
|
|
(71,421
|
)
|
|||||
Amortization of share-based payments
|
—
|
|
|
—
|
|
|
10,523
|
|
|
—
|
|
|
—
|
|
|
10,523
|
|
|||||
Reclassification of prior year director stock award liability
|
—
|
|
|
—
|
|
|
1,848
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,730
|
)
|
|
—
|
|
|
(88,730
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
247,919
|
|
|
—
|
|
|
247,919
|
|
|||||
Adoption of accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
(188
|
)
|
|||||
Net derivative loss reclassified into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|
1,166
|
|
|||||
Balance, December 31, 2018
|
75,454,511
|
|
|
$
|
754
|
|
|
$
|
1,468,779
|
|
|
$
|
539,332
|
|
|
$
|
(184
|
)
|
|
$
|
2,008,681
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Total revenues as previously reported
|
$
|
796,620
|
|
|
$
|
772,958
|
|
|
$
|
819,202
|
|
|
$
|
818,602
|
|
Gain on sale of flight equipment
|
55,167
|
|
|
39,126
|
|
|
58,017
|
|
|
23,146
|
|
||||
Total revenues
|
$
|
851,787
|
|
|
$
|
812,084
|
|
|
$
|
877,219
|
|
|
$
|
841,748
|
|
•
|
flight equipment where estimates of the manufacturer’s realized sales prices are not relevant (e.g., freighter conversions);
|
•
|
flight equipment where estimates of the manufacturer’s 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,
2018
|
|
Fair Value Measurements at December 31, 2018
Using Fair Value Hierarchy
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
152,719
|
|
|
$
|
152,719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
15,134
|
|
|
15,134
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
4,886
|
|
|
—
|
|
|
4,886
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
172,739
|
|
|
$
|
167,853
|
|
|
$
|
4,886
|
|
|
$
|
—
|
|
|
|
|
Fair Value
as of December 31, 2017 |
|
Fair Value Measurements at December 31, 2017
Using Fair Value Hierarchy
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique |
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
211,922
|
|
|
$
|
211,922
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Market
|
Restricted cash and cash equivalents
|
21,935
|
|
|
21,935
|
|
|
—
|
|
|
—
|
|
|
Market
|
||||
Derivative assets
|
3,254
|
|
|
—
|
|
|
3,254
|
|
|
—
|
|
|
Market
|
||||
Total
|
$
|
237,111
|
|
|
$
|
233,857
|
|
|
$
|
3,254
|
|
|
$
|
—
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
|
Carrying Amount
of Liability
|
|
Fair Value
of Liability
|
||||||||
Credit Facilities
|
$
|
425,000
|
|
|
$
|
425,000
|
|
|
$
|
175,000
|
|
|
$
|
175,000
|
|
Unsecured Term Loan
|
120,000
|
|
|
120,000
|
|
|
120,000
|
|
|
120,000
|
|
||||
ECA Financings
|
189,080
|
|
|
190,216
|
|
|
227,491
|
|
|
232,030
|
|
||||
Bank Financings
|
619,715
|
|
|
623,604
|
|
|
635,443
|
|
|
634,132
|
|
||||
Senior Notes
|
3,450,000
|
|
|
3,446,826
|
|
|
3,200,000
|
|
|
3,367,245
|
|
Year Ended December 31,
|
Amount
|
||
2019
|
$
|
712,286
|
|
2020
|
611,647
|
|
|
2021
|
502,508
|
|
|
2022
|
417,322
|
|
|
2023
|
354,525
|
|
|
Thereafter
|
512,783
|
|
|
Total
|
$
|
3,111,071
|
|
|
Year Ended December 31,
|
|||||||
Region
|
2018
|
|
2017
|
|
2016
|
|||
Asia and Pacific
|
36
|
%
|
|
37
|
%
|
|
40
|
%
|
Europe
|
28
|
%
|
|
24
|
%
|
|
23
|
%
|
Middle East and Africa
|
11
|
%
|
|
12
|
%
|
|
12
|
%
|
North America
|
9
|
%
|
|
8
|
%
|
|
6
|
%
|
South America
|
16
|
%
|
|
19
|
%
|
|
19
|
%
|
|
|
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
||||||
|
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
|
3
|
|
18%
|
|
4
|
|
24%
|
|
4
|
|
25%
|
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Country
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
|
Revenue
|
|
% of
Total
Revenue
|
||||||
Brazil(1)
|
$
|
116,527
|
|
|
13%
|
|
$
|
—
|
|
|
—%
|
|
$
|
—
|
|
|
—%
|
Indonesia(2)
|
—
|
|
|
—%
|
|
—
|
|
|
—%
|
|
83,087
|
|
|
11%
|
(1)
|
For the year ended December 31, 2018, total revenue included $72,242 of maintenance revenue related to early lease terminations with Avianca Brazil. Total revenue attributable to Brazil was less than 10% for the years ended December 31, 2017 and 2016.
|
(2)
|
Total revenue attributable to Indonesia was less than 10% for the years ended December 31, 2018 and 2017.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Region
|
Number of
Aircraft
|
|
Net Book
Value %
|
|
Number of
Aircraft
|
|
Net Book
Value %
|
||||
Asia and Pacific
|
78
|
|
|
36
|
%
|
|
59
|
|
|
30
|
%
|
Europe
|
87
|
|
|
27
|
%
|
|
92
|
|
|
32
|
%
|
Middle East and Africa
|
17
|
|
|
8
|
%
|
|
15
|
|
|
9
|
%
|
North America
|
35
|
|
|
10
|
%
|
|
32
|
|
|
10
|
%
|
South America
|
16
|
|
|
10
|
%
|
|
25
|
|
|
19
|
%
|
Off-lease
|
15
|
|
(1)
|
9
|
%
|
|
1
|
|
(2)
|
—
|
%
|
Total
|
248
|
|
|
100
|
%
|
|
224
|
|
|
100
|
%
|
(1)
|
Consisted of eleven Airbus A320-200 aircraft and two Airbus A330-200 aircraft which we are marketing for lease or sale, and one Boeing B737-800 along with one Boeing B777-300ER aircraft, which are subject to lease commitments.
|
(2)
|
Consisted of one Airbus A321-200 aircraft, which was delivered on lease to a customer during the second quarter of 2018.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Region
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
|
Net Book
Value
|
Net Book
Value %
|
Number
of
Lessees
|
||||
India
|
$
|
865,046
|
|
12%
|
4
|
|
$
|
—
|
|
—%
|
—
|
|
Amount
|
||
Total lease payments to be received
|
$
|
236,993
|
|
Less: Unearned income
|
(118,936
|
)
|
|
Estimated residual values of leased flight equipment (unguaranteed)
|
351,123
|
|
|
|
|
||
Net investment in finance and sales-type leases
|
$
|
469,180
|
|
Year Ending December 31,
|
Amount
|
||
2019
|
$
|
60,751
|
|
2020
|
58,320
|
|
|
2021
|
48,036
|
|
|
2022
|
37,540
|
|
|
2023
|
28,533
|
|
|
Thereafter
|
3,813
|
|
|
Total lease payments to be received
|
$
|
236,993
|
|
|
|
Amount
|
||
Investment in joint ventures at December 31, 2016
|
|
$
|
72,977
|
|
Investment in joint ventures
|
|
2,994
|
|
|
Earnings from joint ventures, net of tax
|
|
7,611
|
|
|
Distributions
|
|
(6,600
|
)
|
|
Investment in joint ventures at December 31, 2017
|
|
76,982
|
|
|
Investment in joint ventures
|
|
4,115
|
|
|
Loss from joint ventures, net of tax
|
|
(8,086
|
)
|
|
Distributions
|
|
(3,900
|
)
|
|
Investment in joint ventures at December 31, 2018
|
|
$
|
69,111
|
|
|
At December 31, 2018
|
|
At
December 31, 2017
|
|||||||||||
Debt Obligation
|
Outstanding
Borrowings
|
|
Number of Aircraft
|
|
Interest Rate
|
|
Final Stated
Maturity
|
|
Outstanding
Borrowings
|
|||||
Secured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
ECA Financings(1)
|
$
|
189,080
|
|
|
6
|
|
|
3.02% to 3.96%
|
|
12/03/21 to 11/30/24
|
|
$
|
227,491
|
|
Bank Financings(2)
|
619,715
|
|
|
25
|
|
|
2.27% to 5.03%
|
|
06/12/19 to 01/19/26
|
|
635,443
|
|
||
Less: Debt Issuance Costs
|
(10,338
|
)
|
|
|
|
|
|
|
|
(13,060
|
)
|
|||
Total secured debt financings, net of debt issuance costs and discounts
|
798,457
|
|
|
31
|
|
|
|
|
|
|
849,874
|
|
||
Unsecured Debt Financings:
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes due 2018
|
—
|
|
|
|
|
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 5.00% Notes due 2023
|
500,000
|
|
|
|
|
5.000%
|
|
04/01/23
|
|
500,000
|
|
|||
Senior 4.40% Notes due 2023
|
650,000
|
|
|
|
|
4.400%
|
|
09/25/23
|
|
—
|
|
|||
Senior Notes due 2024
|
500,000
|
|
|
|
|
4.125%
|
|
05/01/24
|
|
500,000
|
|
|||
Unsecured Term Loan
|
120,000
|
|
|
|
|
4.337%
|
|
04/28/19
|
|
120,000
|
|
|||
Revolving Credit Facilities
|
425,000
|
|
|
|
|
4.006%
|
|
12/27/21 to 06/27/22
|
|
175,000
|
|
|||
Less: Debt issuance costs and discounts
|
(32,104
|
)
|
|
|
|
|
|
|
|
(31,268
|
)
|
|||
Total unsecured debt financings, net of debt issuance costs and discounts
|
3,962,896
|
|
|
|
|
|
|
|
|
3,463,732
|
|
|||
Total secured and unsecured debt financings, net of debt issuance costs and discounts
|
$
|
4,761,353
|
|
|
|
|
|
|
|
|
$
|
4,313,606
|
|
(1)
|
The borrowings under these financings at December 31, 2018 have a weighted-average rate of interest of 3.58%.
|
(2)
|
The borrowings under these financings at December 31, 2018 have a weighted-average fixed rate of interest of 4.73%.
|
Year Ending December 31,
|
Amount
|
||
2019
|
$
|
729,804
|
|
2020
|
400,384
|
|
|
2021
|
602,451
|
|
|
2022
|
1,021,820
|
|
|
2023
|
1,395,948
|
|
|
Thereafter
|
653,388
|
|
|
Total
|
$
|
4,803,795
|
|
Non-vested Shares
|
Shares
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
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
|
|
|
Granted
|
315.5
|
|
|
22.41
|
|
|
Canceled
|
(4.2
|
)
|
|
20.36
|
|
|
Vested
|
(469.6
|
)
|
|
18.60
|
|
|
Non-vested at December 31, 2017
|
518.4
|
|
|
19.92
|
|
|
Granted
|
291.9
|
|
|
21.88
|
|
|
Canceled
|
(16.8
|
)
|
|
21.27
|
|
|
Vested
|
(306.3
|
)
|
|
19.52
|
|
|
Non-vested at December 31, 2018
|
487.2
|
|
|
$
|
21.30
|
|
|
Minimum
|
|
Target
|
|
Maximum
|
|||
TSR PSUs
|
—
|
|
|
169,631
|
|
|
339,262
|
|
AROE PSUs
|
—
|
|
|
169,626
|
|
|
339,252
|
|
Total
|
—
|
|
|
339,257
|
|
|
678,514
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Volatility
|
24.8% to 32.6%
|
|
29.4% to 32.6%
|
|
29.4% to 31.7%
|
Dividend yield
|
4.3% to 4.9%
|
|
4.3%
|
|
4.3%
|
Risk-free interest rate
|
0.8% to 2.6%
|
|
0.8% to 1.5%
|
|
0.8% to 1.1%
|
|
Unvested Performance Stock Units
|
||||||||||||
|
Number of Units of TSR PSUs
|
|
Number of Units of AROE PSUs
|
|
TSR PSUs Weighted Fair Value on Date of Grant ($)
|
|
AROE PSUs
Weighted Fair
Value on Date
of Grant ($)
|
||||||
Unvested at December 31, 2015
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
143,414
|
|
|
47,802
|
|
|
25.07
|
|
|
19.18
|
|
||
Unvested at December 31, 2016
|
143,414
|
|
|
47,802
|
|
|
25.07
|
|
|
19.18
|
|
||
Granted(1)
|
107,426
|
|
|
116,721
|
|
|
25.00
|
|
|
20.37
|
|
||
Vested
|
(50,899
|
)
|
|
(57,637
|
)
|
|
24.83
|
|
|
20.02
|
|
||
Canceled/Forfeited(2)
|
—
|
|
|
(1,697
|
)
|
|
—
|
|
|
20.55
|
|
||
Unvested as of December 31, 2017
|
199,941
|
|
|
105,189
|
|
|
$
|
25.09
|
|
|
$
|
20.02
|
|
Granted(1)
|
169,631
|
|
|
266,244
|
|
|
22.15
|
|
|
19.65
|
|
||
Vested
|
—
|
|
|
(129,522
|
)
|
|
—
|
|
|
20.14
|
|
||
Canceled/Forfeited(2)
|
(92,515
|
)
|
|
(26,006
|
)
|
|
25.20
|
|
|
19.99
|
|
||
Unvested as of December 31, 2018
|
277,057
|
|
|
215,905
|
|
|
$
|
23.16
|
|
|
$
|
19.47
|
|
|
|
|
|
|
|
|
|
||||||
Expected to vest after December 31, 2018
|
277,057
|
|
|
215,905
|
|
|
$
|
23.16
|
|
|
$
|
19.47
|
|
(1)
|
Also includes shares above target.
|
(2)
|
Represents performance share units that were below target and as a result were forfeited.
|
Declaration Date
|
Dividend per
Common Share
|
|
Aggregate
Dividend
Amount
|
|
Record Date
|
|
Payment Date
|
||||
October 30, 2018
|
$
|
0.30
|
|
|
$
|
22,867
|
|
|
November 30, 2018
|
|
December 14, 2018
|
August 3, 2018
|
$
|
0.28
|
|
|
$
|
21,870
|
|
|
August 31, 2018
|
|
September 14, 2018
|
May 1, 2018
|
$
|
0.28
|
|
|
$
|
21,908
|
|
|
May 31, 2018
|
|
June 15, 2018
|
February 2, 2018
|
$
|
0.28
|
|
|
$
|
22,085
|
|
|
February 28, 2018
|
|
March 15, 2018
|
October 31, 2017
|
$
|
0.28
|
|
|
$
|
22,039
|
|
|
November 30, 2017
|
|
December 15, 2017
|
August 4, 2017
|
$
|
0.26
|
|
|
$
|
20,464
|
|
|
August 31, 2017
|
|
September 15, 2017
|
May 2, 2017
|
$
|
0.26
|
|
|
$
|
20,482
|
|
|
May 31, 2017
|
|
June 15, 2017
|
February 9, 2017
|
$
|
0.26
|
|
|
$
|
20,466
|
|
|
February 28, 2017
|
|
March 15, 2017
|
October 28, 2016
|
$
|
0.26
|
|
|
$
|
20,434
|
|
|
November 29, 2016
|
|
December 15, 2016
|
August 2, 2016
|
$
|
0.24
|
|
|
$
|
18,872
|
|
|
August 26, 2016
|
|
September 15, 2016
|
May 2, 2016
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
May 31, 2016
|
|
June 15, 2016
|
February 9, 2016
|
$
|
0.24
|
|
|
$
|
18,915
|
|
|
February 29, 2016
|
|
March 15, 2016
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted-average shares:
|
|
|
|
|
|
|||
Common shares outstanding
|
77,447,263
|
|
|
78,219,458
|
|
|
78,161,494
|
|
Restricted common shares
|
476,726
|
|
|
556,592
|
|
|
653,944
|
|
|
|
|
|
|
|
|||
Total weighted-average shares
|
77,923,989
|
|
|
78,776,050
|
|
|
78,815,438
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Percentage of weighted-average shares:
|
|
|
|
|
|
|||
Common shares outstanding
|
99.39
|
%
|
|
99.29
|
%
|
|
99.17
|
%
|
Restricted common shares
|
0.61
|
%
|
|
0.71
|
%
|
|
0.83
|
%
|
|
|
|
|
|
|
|||
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per common share — Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
|
(1,517
|
)
|
|
(1,045
|
)
|
|
(1,257
|
)
|
|||
Income from continuing operations available to common shareholders — Basic
|
$
|
246,402
|
|
|
$
|
146,829
|
|
|
$
|
150,196
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding — Basic
|
77,447,263
|
|
|
78,219,458
|
|
|
78,161,494
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share — Basic
|
$
|
3.18
|
|
|
$
|
1.88
|
|
|
$
|
1.92
|
|
|
|
|
|
|
|
||||||
Earnings per common share — Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
247,919
|
|
|
$
|
147,874
|
|
|
$
|
151,453
|
|
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
|
(1,517
|
)
|
|
(1,045
|
)
|
|
(1,257
|
)
|
|||
Income from continuing operations available to common shareholders — Diluted
|
$
|
246,402
|
|
|
$
|
146,829
|
|
|
$
|
150,196
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding — Basic
|
77,447,263
|
|
|
78,219,458
|
|
|
78,161,494
|
|
|||
Effect of diluted shares(2)
|
301,356
|
|
|
153,983
|
|
|
42,785
|
|
|||
Weighted-average common shares outstanding — Diluted
|
77,748,619
|
|
|
78,373,441
|
|
|
78,204,279
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share — Diluted
|
$
|
3.17
|
|
|
$
|
1.87
|
|
|
$
|
1.92
|
|
(1)
|
For the years ended December 31, 2018, 2017 and 2016, distributed and undistributed earnings to restricted shares was 0.61%, 0.71% and 0.83%, 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 years ended December 31, 2018, 2017 and 2016, dilutive shares represented contingently issuable shares related to the Company’s PSUs.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. operations
|
$
|
8,104
|
|
|
$
|
2,801
|
|
|
$
|
2,230
|
|
Non-U.S. operations
|
253,543
|
|
|
143,504
|
|
|
154,275
|
|
|||
Income from continuing operations before income taxes and earnings of unconsolidated equity method investment
|
$
|
261,647
|
|
|
$
|
146,305
|
|
|
$
|
156,505
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,446
|
|
|
$
|
6,503
|
|
|
$
|
2,004
|
|
State
|
(136
|
)
|
|
1,913
|
|
|
587
|
|
|||
Non-U.S.
|
3,828
|
|
|
6,574
|
|
|
3,560
|
|
|||
Current income tax provision
|
6,138
|
|
|
14,990
|
|
|
6,151
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
2,901
|
|
|
(5,474
|
)
|
|
1,350
|
|
|||
State
|
759
|
|
|
(1,161
|
)
|
|
(157
|
)
|
|||
Non-U.S.
|
(4,156
|
)
|
|
(2,313
|
)
|
|
4,963
|
|
|||
Deferred income tax provision (benefit)
|
(496
|
)
|
|
(8,948
|
)
|
|
6,156
|
|
|||
Total
|
$
|
5,642
|
|
|
$
|
6,042
|
|
|
$
|
12,307
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Non-cash share-based payments
|
$
|
2,182
|
|
|
$
|
1,899
|
|
|
$
|
2,183
|
|
Net operating loss carry forwards
|
48,660
|
|
|
22,804
|
|
|
47,538
|
|
|||
Other
|
1,795
|
|
|
1,272
|
|
|
1,902
|
|
|||
Total deferred tax assets
|
52,637
|
|
|
25,975
|
|
|
51,623
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Accelerated depreciation
|
(95,107
|
)
|
|
(62,379
|
)
|
|
(92,734
|
)
|
|||
Other
|
(338
|
)
|
|
354
|
|
|
(1,227
|
)
|
|||
Total deferred tax liabilities
|
(95,445
|
)
|
|
(62,025
|
)
|
|
(93,961
|
)
|
|||
|
|
|
|
|
|
||||||
Net deferred tax liabilities
|
$
|
(42,808
|
)
|
|
$
|
(36,050
|
)
|
|
$
|
(42,338
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Notional U.S. federal income tax expense at the statutory rate:
|
$
|
54,946
|
|
|
$
|
51,207
|
|
|
$
|
54,777
|
|
U.S. state and local income tax, net
|
525
|
|
|
168
|
|
|
182
|
|
|||
Non-U.S. operations:
|
|
|
|
|
|
||||||
Bermuda
|
(41,064
|
)
|
|
(21,517
|
)
|
|
(31,250
|
)
|
|||
Ireland
|
(2,567
|
)
|
|
(2,348
|
)
|
|
(276
|
)
|
|||
Singapore
|
(3,232
|
)
|
|
(15,839
|
)
|
|
(7,519
|
)
|
|||
Other low tax jurisdictions
|
(3,246
|
)
|
|
(5,581
|
)
|
|
(3,877
|
)
|
|||
Non-deductible expenses in the U.S.
|
157
|
|
|
(236
|
)
|
|
525
|
|
|||
Other
|
123
|
|
|
188
|
|
|
(255
|
)
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
5,642
|
|
|
$
|
6,042
|
|
|
$
|
12,307
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest on borrowings, net settlements on interest rate derivatives, and other liabilities(1)
|
$
|
221,987
|
|
|
$
|
223,260
|
|
|
$
|
228,774
|
|
Amortization of deferred losses related to interest rate derivatives
|
1,166
|
|
|
2,202
|
|
|
9,662
|
|
|||
Amortization of deferred financing fees and debt discount(2)
|
14,627
|
|
|
19,435
|
|
|
18,508
|
|
|||
Interest expense
|
237,780
|
|
|
244,897
|
|
|
256,944
|
|
|||
Less: Interest income
|
(2,943
|
)
|
|
(3,411
|
)
|
|
(1,140
|
)
|
|||
Less: Capitalized interest
|
(333
|
)
|
|
(255
|
)
|
|
(144
|
)
|
|||
Interest, net
|
$
|
234,504
|
|
|
$
|
241,231
|
|
|
$
|
255,660
|
|
(1)
|
Includes a loan termination gain of $838 and loan termination fees of $2,058 related to the sale of aircraft during the years ended December 31, 2018 and 2017, respectively.
|
(2)
|
Includes $300 and $4,005 in deferred financing fees written off related to the sale of aircraft during the years ended December 31, 2018 and 2017, respectively.
|
Year Ending December 31,
|
Amount
|
||
2019
|
$
|
2,517
|
|
2020
|
1,608
|
|
|
2021
|
1,639
|
|
|
2022
|
1,670
|
|
|
2023
|
1,701
|
|
|
Thereafter
|
7,851
|
|
|
Total
|
$
|
16,986
|
|
Year Ending December 31,
|
Amount
|
||
2019
|
$
|
415,955
|
|
2020
|
293,367
|
|
|
2021
|
619,231
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
1,328,553
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income tax asset
|
$
|
912
|
|
|
$
|
497
|
|
Lease incentives and premiums, net of amortization of $47,304 and $41,246, respectively
|
99,079
|
|
|
74,515
|
|
||
Flight equipment held for sale
|
11,707
|
|
|
707
|
|
||
Aircraft purchase deposits and progress payments
|
39,948
|
|
|
23,704
|
|
||
Fair value of interest rate cap
|
4,886
|
|
|
3,254
|
|
||
Note receivable(1)
|
4,292
|
|
|
10,000
|
|
||
Other assets(2)
|
53,537
|
|
|
28,533
|
|
||
|
|
|
|
||||
Total other assets
|
$
|
214,361
|
|
|
$
|
141,210
|
|
(1)
|
Related to the sale of aircraft during the year ended December 31, 2017.
|
(2)
|
Includes progress payments for Embraer E2 aircraft order.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accounts payable and accrued expenses
|
$
|
57,220
|
|
|
$
|
50,948
|
|
Deferred income tax liability
|
43,720
|
|
|
36,547
|
|
||
Accrued interest payable
|
45,277
|
|
|
38,129
|
|
||
Lease discounts, net of amortization of $43,935 and $36,111, respectively
|
7,124
|
|
|
14,597
|
|
||
Total accounts payable, accrued expenses and other liabilities
|
$
|
153,341
|
|
|
$
|
140,221
|
|
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
292,566
|
|
|
$
|
190,829
|
|
|
$
|
204,276
|
|
|
$
|
202,680
|
|
Net income
|
$
|
103,837
|
|
|
$
|
36,332
|
|
|
$
|
50,203
|
|
|
$
|
57,547
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1.36
|
|
|
$
|
0.47
|
|
|
$
|
0.64
|
|
|
$
|
0.73
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1.35
|
|
|
$
|
0.46
|
|
|
$
|
0.64
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
196,643
|
|
|
$
|
213,053
|
|
|
$
|
237,059
|
|
|
$
|
205,032
|
|
Net income (loss)
|
$
|
55,120
|
|
|
$
|
57,431
|
|
|
$
|
(7,116
|
)
|
|
$
|
42,439
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.70
|
|
|
$
|
0.73
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.54
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.70
|
|
|
$
|
0.73
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.54
|
|
|
Aircastle Limited
|
||
|
By:
|
|
/s/ Michael Inglese
|
|
|
|
Michael Inglese
|
|
|
|
Chief Executive Officer and Director
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
||
/s/ Michael Inglese
|
|
Chief Executive Officer and Director
|
|
February 12, 2019
|
Michael Inglese
|
|
|
|
|
|
|
|
||
/s/ Aaron Dahlke
|
|
Chief Financial Officer
|
|
February 12, 2019
|
Aaron Dahlke
|
|
|
|
|
|
|
|
||
/s/ James C. Connelly
|
|
Chief Accounting Officer
|
|
February 12, 2019
|
James C. Connelly
|
|
|
|
|
|
|
|
||
/s/ Peter V. Ueberroth
|
|
Chairman of the Board
|
|
February 12, 2019
|
Peter V. Ueberroth
|
|
|
|
|
|
|
|
||
/s/ Ronald W. Allen
|
|
Director
|
|
February 12, 2019
|
Ronald W. Allen
|
|
|
|
|
|
|
|
|
|
/s/ Giovanni Bisignani
|
|
Director
|
|
February 12, 2019
|
Giovanni Bisignani
|
|
|
|
|
|
|
|
||
/s/ Michael J. Cave
|
|
Director
|
|
February 12, 2019
|
Michael J. Cave
|
|
|
|
|
|
|
|
|
|
/s/ Douglas A. Hacker
|
|
Director
|
|
February 12, 2019
|
Douglas A. Hacker
|
|
|
|
|
|
|
|
|
|
/s/ Hajime Kawamura
|
|
Director
|
|
February 12, 2019
|
Hajime Kawamura
|
|
|
|
|
|
|
|
|
|
/s/ Ronald L. Merriman
|
|
Director
|
|
February 12, 2019
|
Ronald L. Merriman
|
|
|
|
|
|
|
|
||
/s/ Agnes Mura
|
|
Director
|
|
February 12, 2019
|
Agnes Mura
|
|
|
|
|
|
|
|
|
|
/s/ Charles W. Pollard
|
|
Director
|
|
February 12, 2019
|
Charles W. Pollard
|
|
|
|
|
|
|
|
|
|
/s/ Takayuki Sakakida
|
|
Director
|
|
February 12, 2019
|
Takayuki Sakakida
|
|
|
|
|
|
|
|
|
|
/s/ Gentaro Toya
|
|
Director
|
|
February 12, 2019
|
Gentaro Toya
|
|
|
|
|
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
1
|
|
|
ACS 2007-1 Limited
|
|
Bermuda
|
2
|
|
|
ACS 2008-1 Limited
|
|
Bermuda
|
3
|
|
|
ACS 2016 Funding (Bermuda) Limited
|
|
Bermuda
|
4
|
|
|
ACS 2016 Funding (Ireland) Limited
|
|
Ireland
|
5
|
|
|
ACS Aircraft Finance Bermuda Limited
|
|
Bermuda
|
6
|
|
|
ACS Aircraft Finance Ireland 2 Limited
|
|
Ireland
|
7
|
|
|
ACS Aircraft Finance Ireland 3 Limited
|
|
Ireland
|
8
|
|
|
AHCL Two Limited
|
|
Bermuda
|
9
|
|
|
AYR Bermuda Limited
|
|
Bermuda
|
10
|
|
|
AYR Delaware LLC
|
|
Delaware
|
11
|
|
|
AYR Freighter LLC
|
|
Delaware
|
12
|
|
|
AYR Ireland Holdco Limited
|
|
Ireland
|
13
|
|
|
Aircastle Advisor Asia Pacific Limited
|
|
Bermuda
|
14
|
|
|
Aircastle Advisor (International) Limited
|
|
Bermuda
|
15
|
|
|
Aircastle Advisor (Ireland) Limited
|
|
Ireland
|
16
|
|
|
Aircastle Aviation US LLC
|
|
Delaware
|
17
|
|
|
Aircastle Advisor LLC
|
|
Delaware
|
18
|
|
|
Aircastle Bermuda Securities Limited
|
|
Bermuda
|
19
|
|
|
Aircastle Funding (Ireland) Designated Activity Company
|
|
Ireland
|
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 997 LLC
|
|
Delaware
|
26
|
|
|
Aircraft MSN 1006 LLC
|
|
Delaware
|
27
|
|
|
Aircraft MSN 1012 LLC
|
|
Delaware
|
28
|
|
|
Aircraft MSN 1055 LLC
|
|
Delaware
|
29
|
|
|
Aircraft MSN 1132 LLC
|
|
Delaware
|
30
|
|
|
Aircraft MSN 1162 LLC
|
|
Delaware
|
31
|
|
|
Aircraft MSN 1177 LLC
|
|
Delaware
|
32
|
|
|
Aircraft MSN 1179 LLC
|
|
Delaware
|
33
|
|
|
Aircraft MSN 1244 LLC
|
|
Delaware
|
34
|
|
|
Aircraft MSN 1258 LLC
|
|
Delaware
|
35
|
|
|
Aircraft MSN 1259 LLC
|
|
Delaware
|
36
|
|
|
Aircraft MSN 1261 LLC
|
|
Delaware
|
37
|
|
|
Aircraft MSN 1279 LLC
|
|
Delaware
|
38
|
|
|
Aircraft MSN 1295 LLC
|
|
Delaware
|
39
|
|
|
Aircraft MSN 1308 LLC
|
|
Delaware
|
40
|
|
|
Aircraft MSN 1322 LLC
|
|
Delaware
|
41
|
|
|
Aircraft MSN 1329 LLC
|
|
Delaware
|
42
|
|
|
Aircraft MSN 1364 LLC
|
|
Delaware
|
43
|
|
|
Aircraft MSN 1411 LLC
|
|
Delaware
|
44
|
|
|
Aircraft MSN 1572 LLC
|
|
Delaware
|
45
|
|
|
Aircraft MSN 1481 LLC
|
|
Delaware
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
46
|
|
|
Aircraft MSN 1655 LLC
|
|
Delaware
|
47
|
|
|
Aircraft MSN 1674 LLC
|
|
Delaware
|
48
|
|
|
Aircraft MSN 1673 LLC
|
|
Delaware
|
49
|
|
|
Aircraft MSN 1742 LLC
|
|
Delaware
|
50
|
|
|
Aircraft MSN 1780 LLC
|
|
Delaware
|
51
|
|
|
Aircraft MSN 1836 LLC
|
|
Delaware
|
52
|
|
|
Aircraft MSN 1989 LLC
|
|
Delaware
|
53
|
|
|
Aircraft MSN 1913 LLC
|
|
Delaware
|
54
|
|
|
Aircraft MSN 2002 LLC
|
|
Delaware
|
55
|
|
|
Aircraft MSN 2004 LLC
|
|
Delaware
|
56
|
|
|
Aircraft MSN 2098 LLC
|
|
Delaware
|
57
|
|
|
Aircraft MSN 2104 LLC
|
|
Delaware
|
58
|
|
|
Aircraft MSN 2220 LLC
|
|
Delaware
|
59
|
|
|
Aircraft MSN 2248 LLC
|
|
Delaware
|
60
|
|
|
Aircraft MSN 2254 LLC
|
|
Delaware
|
61
|
|
|
Aircraft MSN 2310 LLC
|
|
Delaware
|
62
|
|
|
Aircraft MSN 2357 LLC
|
|
Delaware
|
63
|
|
|
Aircraft MSN 2381 LLC
|
|
Delaware
|
64
|
|
|
Aircraft MSN 2391 LLC
|
|
Delaware
|
65
|
|
|
Aircraft MSN 2401 LLC
|
|
Delaware
|
66
|
|
|
Aircraft MSN 2472 LLC
|
|
Delaware
|
67
|
|
|
Aircraft MSN 2488 LLC
|
|
Delaware
|
68
|
|
|
Aircraft MSN 2495 LLC
|
|
Delaware
|
69
|
|
|
Aircraft MSN 2563 LLC
|
|
Delaware
|
70
|
|
|
Aircraft MSN 2565 LLC
|
|
Delaware
|
71
|
|
|
Aircraft MSN 2578 LLC
|
|
Delaware
|
72
|
|
|
Aircraft MSN 2605 LLC
|
|
Delaware
|
73
|
|
|
Aircraft MSN 2636 LLC
|
|
Delaware
|
74
|
|
|
Aircraft MSN 2646 LLC
|
|
Delaware
|
75
|
|
|
Aircraft MSN 2677 LLC
|
|
Delaware
|
76
|
|
|
Aircraft MSN 2691 LLC
|
|
Delaware
|
77
|
|
|
Aircraft MSN 2715 LLC
|
|
Delaware
|
78
|
|
|
Aircraft MSN 2742 LLC
|
|
Delaware
|
79
|
|
|
Aircraft MSN 2744 LLC
|
|
Delaware
|
80
|
|
|
Aircraft MSN 2754 LLC
|
|
Delaware
|
81
|
|
|
Aircraft MSN 2756 LLC
|
|
Delaware
|
82
|
|
|
Aircraft MSN 2765 LLC
|
|
Delaware
|
83
|
|
|
Aircraft MSN 2769 LLC
|
|
Delaware
|
84
|
|
|
Aircraft MSN 2777 LLC
|
|
Delaware
|
85
|
|
|
Aircraft MSN 2779 LLC
|
|
Delaware
|
86
|
|
|
Aircraft MSN 2782 LLC
|
|
Delaware
|
87
|
|
|
Aircraft MSN 2792 LLC
|
|
Delaware
|
88
|
|
|
Aircraft MSN 2795 LLC
|
|
Delaware
|
89
|
|
|
Aircraft MSN 2803 LLC
|
|
Delaware
|
90
|
|
|
Aircraft MSN 2818 LLC
|
|
Delaware
|
91
|
|
|
Aircraft MSN 2822 LLC
|
|
Delaware
|
92
|
|
|
Aircraft MSN 2956 LLC
|
|
Delaware
|
93
|
|
|
Aircraft MSN 3045 LLC
|
|
Delaware
|
94
|
|
|
Aircraft MSN 3157 LLC
|
|
Delaware
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
95
|
|
|
Aircraft MSN 3209 LLC
|
|
Delaware
|
96
|
|
|
Aircraft MSN 3277 LLC
|
|
Delaware
|
97
|
|
|
Aircraft MSN 3278 LLC
|
|
Delaware
|
98
|
|
|
Aircraft MSN 3338 LLC
|
|
Delaware
|
99
|
|
|
Aircraft MSN 3421 LLC
|
|
Delaware
|
100
|
|
|
Aircraft MSN 3443 LLC
|
|
Delaware
|
101
|
|
|
Aircraft MSN 3450 LLC
|
|
Delaware
|
102
|
|
|
Aircraft MSN 3524 LLC
|
|
Delaware
|
103
|
|
|
Aircraft MSN 3543 LLC
|
|
Delaware
|
104
|
|
|
Aircraft MSN 3637 LLC
|
|
Delaware
|
105
|
|
|
Aircraft MSN 3667 LLC
|
|
Delaware
|
106
|
|
|
Aircraft MSN 3673 LLC
|
|
Delaware
|
107
|
|
|
Aircraft MSN 3690 LLC
|
|
Delaware
|
108
|
|
|
Aircraft MSN 3762 LLC
|
|
Delaware
|
109
|
|
|
Aircraft MSN 3911 LLC
|
|
Delaware
|
110
|
|
|
Aircraft MSN 4070 LLC
|
|
Delaware
|
111
|
|
|
Aircraft MSN 4077 LLC
|
|
Delaware
|
112
|
|
|
Aircraft MSN 4088 LLC
|
|
Delaware
|
113
|
|
|
Aircraft MSN 4968 LLC
|
|
Delaware
|
114
|
|
|
Aircraft MSN 5010 LLC
|
|
Delaware
|
115
|
|
|
Aircraft MSN 5127 LLC
|
|
Delaware
|
116
|
|
|
Aircraft MSN 5598 LLC
|
|
Delaware
|
117
|
|
|
Aircraft MSN 5796 LLC
|
|
Delaware
|
118
|
|
|
Aircraft MSN 6077 LLC
|
|
Delaware
|
119
|
|
|
Aircraft MSN 6201 LLC
|
|
Delaware
|
120
|
|
|
Aircraft MSN 6253 LLC
|
|
Delaware
|
121
|
|
|
Aircraft MSN 7160 LLC
|
|
Delaware
|
122
|
|
|
Aircraft MSN 7316 LLC
|
|
Delaware
|
123
|
|
|
Aircraft MSN 7791 LLC
|
|
Delaware
|
124
|
|
|
Aircraft MSN 25702-2 LLC
|
|
Delaware
|
125
|
|
|
Aircraft MSN 27137 LLC
|
|
Delaware
|
126
|
|
|
Aircraft MSN 28231 LLC
|
|
Delaware
|
127
|
|
|
Aircraft MSN 28623 LLC
|
|
Delaware
|
128
|
|
|
Aircraft MSN 29345 LLC
|
|
Delaware
|
129
|
|
|
Aircraft MSN 29346 LLC
|
|
Delaware
|
130
|
|
|
Aircraft MSN 29347 LLC
|
|
Delaware
|
131
|
|
|
Aircraft MSN 29356 LLC
|
|
Delaware
|
132
|
|
|
Aircraft MSN 29918 LLC
|
|
Delaware
|
133
|
|
|
Aircraft MSN 29920 LLC
|
|
Delaware
|
134
|
|
|
Aircraft MSN 30295 LLC
|
|
Delaware
|
135
|
|
|
Aircraft MSN 30652 LLC
|
|
Delaware
|
136
|
|
|
Aircraft MSN 30673 LLC
|
|
Delaware
|
137
|
|
|
Aircraft MSN 30687 LLC
|
|
Delaware
|
138
|
|
|
Aircraft MSN 30695 LLC
|
|
Delaware
|
139
|
|
|
Aircraft MSN 30702 LLC
|
|
Delaware
|
140
|
|
|
Aircraft MSN 30710 LLC
|
|
Delaware
|
141
|
|
|
Aircraft MSN 30877 LLC
|
|
Delaware
|
142
|
|
|
Aircraft MSN 32457 LLC
|
|
Delaware
|
143
|
|
|
Aircraft MSN 32704 LLC
|
|
Delaware
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
144
|
|
|
Aircraft MSN 32705 LLC
|
|
Delaware
|
145
|
|
|
Aircraft MSN 33030 LLC
|
|
Delaware
|
146
|
|
|
Aircraft MSN 33212 LLC
|
|
Delaware
|
147
|
|
|
Aircraft MSN 34690 LLC
|
|
Delaware
|
148
|
|
|
Aircraft MSN 35022 LLC
|
|
Delaware
|
149
|
|
|
Aircraft MSN 35082 LLC
|
|
Delaware
|
150
|
|
|
Aircraft MSN 35093 LLC
|
|
Delaware
|
151
|
|
|
Aircraft MSN 35134 LLC
|
|
Delaware
|
152
|
|
|
Aircraft MSN 35233 LLC
|
|
Delaware
|
153
|
|
|
Aircraft MSN 35235 LLC
|
|
Delaware
|
154
|
|
|
Aircraft MSN 35236 LLC
|
|
Delaware
|
155
|
|
|
Aircraft MSN 35237 LLC
|
|
Delaware
|
156
|
|
|
Aircraft MSN 35256 LLC
|
|
Delaware
|
157
|
|
|
Aircraft MSN 35299 LLC
|
|
Delaware
|
158
|
|
|
Aircraft MSN 35679 LLC
|
|
Delaware
|
159
|
|
|
Aircraft MSN 35680 LLC
|
|
Delaware
|
160
|
|
|
Aircraft MSN 36826 LLC
|
|
Delaware
|
161
|
|
|
Aircraft MSN 36829 LLC
|
|
Delaware
|
162
|
|
|
Aircraft MSN 36808 LLC
|
|
Delaware
|
163
|
|
|
Aircraft MSN 36821 LLC
|
|
Delaware
|
164
|
|
|
Aircraft MSN 37294 LLC
|
|
Delaware
|
165
|
|
|
Aircraft MSN 37742 LLC
|
|
Delaware
|
166
|
|
|
Aircraft MSN 37887 LLC
|
|
Delaware
|
167
|
|
|
Aircraft MSN 38019 LLC
|
|
Delaware
|
168
|
|
|
Aircraft MSN 38494 LLC
|
|
Delaware
|
169
|
|
|
Aircraft MSN 38683 LLC
|
|
Delaware
|
170
|
|
|
Aircraft MSN 38686 LLC
|
|
Delaware
|
171
|
|
|
Aircraft MSN 40713 LLC
|
|
Delaware
|
172
|
|
|
Aircraft MSN 41522 LLC
|
|
Delaware
|
173
|
|
|
Aircraft MSN 19000484 LLC
|
|
Delaware
|
174
|
|
|
Aircraft MSN 19000575 LLC
|
|
Delaware
|
175
|
|
|
Aircraft MSN 19000588 LLC
|
|
Delaware
|
176
|
|
|
Aircraft MSN 19000609
|
|
Delaware
|
177
|
|
|
Aircraft MSN 19000628
|
|
Delaware
|
178
|
|
|
ALC B377 33103, LLC
|
|
Delaware
|
179
|
|
|
ALC B378 33104, LLC
|
|
Delaware
|
180
|
|
|
ALC B378 34242, LLC
|
|
Delaware
|
181
|
|
|
Anfield Funding Limited
|
|
Bermuda
|
182
|
|
|
Brisbane Aircraft Leasing (UK) Limited
|
|
United Kingdom
|
183
|
|
|
Constellation Aircraft Leasing (France) SARL
|
|
France
|
184
|
|
|
Constitution Aircraft Leasing (Ireland) 3 Limited
|
|
Ireland
|
185
|
|
|
Constitution Aircraft Leasing (Ireland) 4 Limited
|
|
Ireland
|
186
|
|
|
Constitution Aircraft Leasing (Ireland) 5 Limited
|
|
Ireland
|
187
|
|
|
Constitution Aircraft Leasing (Ireland) 9 Limited
|
|
Ireland
|
188
|
|
|
Constitution Aircraft Leasing (Ireland) 10 Limited
|
|
Ireland
|
189
|
|
|
Constitution Aircraft Leasing (Ireland) 1086 Limited
|
|
Ireland
|
190
|
|
|
Delphie Aircraft Leasing Limited
|
|
Bermuda
|
191
|
|
|
Dolphin Leasing (Ireland) Limited
|
|
Ireland
|
192
|
|
|
Dunvegan Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
193
|
|
|
Endeavor Aircraft Leasing (Sweden) AB
|
|
Sweden
|
194
|
|
|
Endeavor Aircraft Leasing (Sweden) 2 AB
|
|
Sweden
|
195
|
|
|
Endeavor Aircraft Leasing (Sweden) 3 AB
|
|
Sweden
|
196
|
|
|
Enterprise Aircraft Leasing (France) SARL
|
|
France
|
197
|
|
|
Gold Coast Aircraft Leasing (France) Sarl
|
|
France
|
198
|
|
|
Grayston Aircraft Leasing Limited
|
|
Cayman Islands
|
199
|
|
|
Haneda Aircraft Leasing (Norway) AS
|
|
Norway
|
200
|
|
|
Intrepid Aircraft Leasing (France) SARL
|
|
France
|
201
|
|
|
Jakarta Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
202
|
|
|
Java Aircraft Leasing (France) SARL
|
|
France
|
203
|
|
|
Kale Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
204
|
|
|
Klaatu Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
205
|
|
|
Koala Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
206
|
|
|
Macleod Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
207
|
|
|
Macstay Aircraft Leasing Limited
|
|
Bermuda
|
208
|
|
|
Marrow Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
209
|
|
|
Medan Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
210
|
|
|
Melbourne Aircraft Leasing (UK) Limited
|
|
United Kingdom
|
211
|
|
|
Merdeka Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
212
|
|
|
Momo Aircraft Leasing Limited
|
|
Bermuda
|
213
|
|
|
Orchard Aviation (41521) Pte. Ltd.
|
|
Singapore
|
214
|
|
|
Orchard Aviation (A330) Pte. Ltd.
|
|
Singapore
|
215
|
|
|
Orchard Aviation 41522 (UK) Limited
|
|
United Kingdom
|
216
|
|
|
Penguin Leasing (Ireland) Limited
|
|
Ireland
|
217
|
|
|
Perdana Aircraft Leasing (Labuan) Limited
|
|
Labuan
|
218
|
|
|
Platypus Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
219
|
|
|
Salmon Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
220
|
|
|
Sulaco Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
221
|
|
|
Sumatra Aircraft Leasing (France) Sarl
|
|
France
|
222
|
|
|
Tempelhof Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
223
|
|
|
Thunderbird 1 Leasing Limited
|
|
Mauritius
|
224
|
|
|
Thunderbird 2 Leasing Limited
|
|
Mauritius
|
225
|
|
|
Thunderbird 3 Leasing Limited
|
|
Mauritius
|
226
|
|
|
Thunderbird 4 Leasing Limited
|
|
Mauritius
|
227
|
|
|
Trojan Aircraft Leasing (France) SARL
|
|
France
|
228
|
|
|
Zebra Aircraft Leasing Limited
|
|
Cayman Islands
|
229
|
|
|
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.
|
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.
|
(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
|
|
V2500
|
|
1258
|
|
Jun-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1261
|
|
Jul-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1279
|
|
Aug-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1295
|
|
Aug-00
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
1329
|
|
Oct-00
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
1673
|
|
Feb-02
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
1742
|
|
May-02
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
2098
|
|
Feb-04
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2495
|
|
May-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2565
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2578
|
|
Sep-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2605
|
|
Nov-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2636
|
|
Dec-05
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2646
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2677
|
|
Jan-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2691
|
|
Feb-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2715
|
|
Mar-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2742
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2744
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2754
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2765
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2769
|
|
Apr-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2777
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2779
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2782
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2795
|
|
May-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2803
|
|
Jun-06
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
2818
|
|
Jun-06
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3045
|
|
Mar-07
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
3209
|
|
Jul-07
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3421
|
|
Mar-08
|
|
Unencumbered
|
|
A319-100
|
|
CFM56-5B
|
|
3443
|
|
Mar-08
|
|
Unencumbered
|
|
A319-100
|
|
V2500
|
|
3450
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1041
|
|
Jul-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1132
|
|
Dec-99
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1162
|
|
Feb-00
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
1177
|
|
Mar-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1179
|
|
Mar-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1244
|
|
Jun-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1259
|
|
Jul-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1308
|
|
Oct-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1322
|
|
Nov-00
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1655
|
|
Apr-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1674
|
|
Apr-02
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A320-200
|
|
CFM56-5B
|
|
1757
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1780
|
|
May-02
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
1913
|
|
Jan-03
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2048
|
|
Jul-03
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2104
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2248
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2254
|
|
Sep-04
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2310
|
|
Nov-04
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2347
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2391
|
|
Apr-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2397
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2401
|
|
Mar-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2524
|
|
Sep-05
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2564
|
|
Oct-05
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2792
|
|
Jun-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2822
|
|
Jul-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2956
|
|
Nov-06
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
2982
|
|
Dec-06
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
2998
|
|
Jan-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3189
|
|
Jul-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3230
|
|
Sep-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3277
|
|
Oct-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3306
|
|
Nov-07
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3338
|
|
Dec-07
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
3383
|
|
Jan-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3437
|
|
Mar-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3524
|
|
Jun-08
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
3543
|
|
Jul-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3667
|
|
Dec-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3690
|
|
Dec-08
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3750
|
|
Jan-09
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
3840
|
|
Apr-09
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4008
|
|
Aug-09
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4070
|
|
Oct-09
|
|
Bank Financing
|
|
A320-200
|
|
V2500
|
|
4077
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
4088
|
|
Nov-09
|
|
Bank Financing
|
|
A320-200
|
|
V2500
|
|
4113
|
|
Nov-09
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4156
|
|
Dec-09
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4216
|
|
Feb-10
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4312
|
|
May-10
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
4694
|
|
May-11
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
4968
|
|
Jan-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5010
|
|
Feb-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5127
|
|
May-12
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5598
|
|
Apr-13
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
5796
|
|
Oct-13
|
|
Unencumbered
|
|
A320-200
|
|
V2500
|
|
6077
|
|
Apr-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6139
|
|
Oct-14
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
A320-200
|
|
CFM56-5B
|
|
6173
|
|
Oct-14
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6528
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6536
|
|
Mar-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6561
|
|
Apr-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6598
|
|
May-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6634
|
|
Jun-15
|
|
Unencumbered
|
|
A320-200
|
|
CFM56-5B
|
|
6800
|
|
Oct-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
6806
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
6813
|
|
Nov-15
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
7050
|
|
Apr-16
|
|
Bank Financing
|
|
A320-200
|
|
CFM56-5B
|
|
7223
|
|
Jul-16
|
|
Bank Financing
|
|
A320-200N
|
|
PW1100G
|
|
8206
|
|
Dec-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8455
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8459
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8460
|
|
Sep-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8465
|
|
Sep-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8540
|
|
Oct-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8541
|
|
Nov-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8558
|
|
Nov-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8627
|
|
Dec-18
|
|
Unencumbered
|
|
A320-200N
|
|
PW1100G
|
|
8630
|
|
Dec-18
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
775
|
|
Feb-98
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
815
|
|
May-98
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
1199
|
|
Apr-00
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
1572
|
|
Aug-01
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
1734
|
|
May-02
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
1836
|
|
Nov-02
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2208
|
|
Apr-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2220
|
|
May-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2357
|
|
Dec-04
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2381
|
|
Feb-05
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2488
|
|
Jun-05
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2563
|
|
Oct-05
|
|
Bank Financing
|
|
A321-200
|
|
V2500
|
|
2687
|
|
Feb-06
|
|
Unencumbered
|
|
A321-200
|
|
CFM56-5B
|
|
2756
|
|
May-06
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3458
|
|
Apr-08
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3637
|
|
Jan-09
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
3673
|
|
Jan-09
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
6201
|
|
Jul-14
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
6253
|
|
Sep-14
|
|
Unencumbered
|
|
A321-200
|
|
V2500
|
|
7316
|
|
Sep-16
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28008
|
|
Feb-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28009
|
|
Mar-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28010
|
|
Oct-99
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28013
|
|
Oct-00
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28015
|
|
Feb-01
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
28498
|
|
Mar-01
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
29346
|
|
Jan-03
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-700
|
|
CFM56-7B
|
|
29347
|
|
May-03
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
29356
|
|
Oct-04
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
30687
|
|
Apr-07
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
30710
|
|
Feb-07
|
|
Bank Financing
|
|
737-700
|
|
CFM56-7B
|
|
32881
|
|
Jun-02
|
|
Unencumbered
|
|
737-700
|
|
CFM56-7B
|
|
33103
|
|
Jun-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
28381
|
|
May-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
28623
|
|
May-00
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29037
|
|
Jan-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29345
|
|
May-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29368
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29918
|
|
Jun-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
29920
|
|
Sep-99
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30296
|
|
Feb-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30410
|
|
Oct-02
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30640
|
|
Dec-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30652
|
|
Dec-01
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30673
|
|
May-04
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30695
|
|
Mar-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
30824
|
|
Mar-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
31107
|
|
Oct-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
31109
|
|
Nov-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
32796
|
|
Feb-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33030
|
|
Jun-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33104
|
|
Jun-03
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33453
|
|
Jul-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
33597
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34000
|
|
Aug-05
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
34242
|
|
Mar-05
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34690
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34799
|
|
Sep-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
34800
|
|
Oct-06
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35022
|
|
Jan-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35082
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35093
|
|
Feb-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35099
|
|
Nov-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35103
|
|
Nov-06
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
35106
|
|
Mar-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
35134
|
|
Jan-07
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36573
|
|
Apr-08
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36808
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36814
|
|
Sep-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36821
|
|
Aug-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
36826
|
|
Sep-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
36829
|
|
Oct-11
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
37294
|
|
Jun-12
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37532
|
|
May-09
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
37742
|
|
Feb-09
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Narrow-body Aircraft (Continued)
|
737-800
|
|
CFM56-7B
|
|
37887
|
|
Nov-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38019
|
|
May-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38494
|
|
Jan-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
38686
|
|
Jan-13
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
39859
|
|
Jul-15
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
39864
|
|
Sep-15
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40580
|
|
Aug-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40581
|
|
Sep-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40584
|
|
Dec-10
|
|
Bank Financing
|
|
737-800
|
|
CFM56-7B
|
|
40713
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40744
|
|
May-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40745
|
|
Aug-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40910
|
|
Dec-10
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
40998
|
|
Nov-11
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
41179
|
|
Feb-16
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
41398
|
|
May-14
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60499
|
|
Jul-17
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60500
|
|
Aug-17
|
|
Unencumbered
|
|
737-800
|
|
CFM56-7B
|
|
60501
|
|
Sep-17
|
|
Unencumbered
|
|
737-900
|
|
CFM56-7B
|
|
30412
|
|
May-03
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35679
|
|
Apr-07
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35680
|
|
May-07
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35720
|
|
Dec-08
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
35721
|
|
Feb-09
|
|
Unencumbered
|
|
737-900ER
|
|
CFM56-7B
|
|
38683
|
|
Nov-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
484
|
|
Oct-11
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
575
|
|
Sep-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
588
|
|
Dec-12
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
609
|
|
Mar-13
|
|
Unencumbered
|
|
E195
|
|
CF34-10
|
|
628
|
|
Jun-13
|
|
Unencumbered
|
|
|
|
|
|
|
|
|
|
|
Wide-body Aircraft
|
A330-200
|
|
Trent 700
|
|
313
|
|
Jan-00
|
|
Unencumbered
|
|
A330-200
|
|
PW4000
|
|
324
|
|
May-00
|
|
Unencumbered
|
|
A330-200
|
|
Trent 700
|
|
526
|
|
Apr-03
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
587
|
|
Apr-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
634
|
|
Nov-04
|
|
Unencumbered
|
|
A330-200
|
|
CF6-80E1
|
|
811
|
|
Feb-07
|
|
Unencumbered
|
|
A330-200
|
|
Trent 700
|
|
1073
|
|
Dec-09
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1191
|
|
Feb-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1210
|
|
Mar-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1223
|
|
May-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1236
|
|
Jul-11
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1364
|
|
Nov-12
|
|
ECA Financing
|
|
A330-200
|
|
Trent 700
|
|
1492
|
|
Oct-14
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
997
|
|
Mar-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1006
|
|
Apr-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1012
|
|
May-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1015
|
|
May-09
|
|
Unencumbered
|
Aircraft Group
|
Aircraft Type
|
|
Engine Type
|
|
Manufacturer Serial Number
|
|
Date of Manufacture
|
|
Financing
|
Wide-body Aircraft (Continued)
|
A330-300
|
|
PW4000
|
|
1055
|
|
Oct-09
|
|
Unencumbered
|
|
A330-300
|
|
Trent 700
|
|
1411
|
|
Apr-13
|
|
Bank Financing
|
|
A330-300
|
|
Trent 700
|
|
1481
|
|
Jan-14
|
|
Bank Financing
|
|
777-200ER
|
|
GE90
|
|
32705
|
|
Oct-04
|
|
Bank Financing
|
|
777-300ER
|
|
GE90
|
|
35299
|
|
Oct-07
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38886
|
|
Aug-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38888
|
|
Oct-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
38889
|
|
Nov-12
|
|
Unencumbered
|
|
777-300ER
|
|
GE90
|
|
41522
|
|
Mar-13
|
|
Bank Financing
|
|
|
|
|
|
|
|
|
|
|
Freighter Aircraft
|
747-400F
|
|
CF6-80C2
|
|
33749
|
|
Oct-04
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35233
|
|
Jan-07
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35236
|
|
Feb-08
|
|
Unencumbered
|
|
747-400ERF
|
|
CF6-80C2
|
|
35237
|
|
Apr-08
|
|
Unencumbered
|