UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2017~~2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File number 001-32959

AIRCASTLE LIMITED

(Exact name of registrant as specified in its charter)



Bermuda	98-0444035
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

c/o Aircastle Advisor LLC ~~300 First~~201 Tresser Boulevard, Suite 400, Stamford, ~~Place, 5~~^th ~~Floor, Stamford,~~ CT	~~06902~~06901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 504-1020

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO þ

As of April ~~28, 2017~~27, 2018, there were ~~78,713,705~~78,388,985 outstanding shares of the registrant’s common shares, par value $0.01 per share.

Aircastle Limited and Subsidiaries

Form 10-Q

Table of Contents



		Page No.
	PART I. – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, ~~2017~~2018 and December 31, ~~2016~~2017	3
	Consolidated Statements of Income for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017	5
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017	6
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2120
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3937
Item 4.	Controls and Procedures	3938
	PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	4140
Item 1A.	Risk Factors	4140
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4140
Item 3.	Defaults Upon Senior Securities	4140
Item 4.	Mine Safety Disclosures	4140
Item 5.	Other Information	4140
Item 6.	Exhibits	4241
SIGNATURE		4342

PART I. — FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Aircastle Limited and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except share data)


	March 31, 2017			December 31, 2016			March 31, 2018			December 31, 2017
	(Unaudited)						(Unaudited)
ASSETS
Cash and cash equivalents	$	871,858		$	455,579		$	210,815		$	211,922
Restricted cash and cash equivalents	50,754			53,238			21,524			21,935
Accounts receivable	7,442			6,035			7,818			12,815
Flight equipment held for lease, net of accumulated depreciation of $1,284,855 and $1,224,899, respectively	6,295,690			6,247,585
Flight equipment held for lease, net of accumulated depreciation of $1,109,182 and $1,125,594, respectively							6,143,695			6,188,469
Net investment in finance and sales-type leases	299,969			260,853			533,373			545,750
Unconsolidated equity method investments	74,653			72,977			78,220			76,982
Other assets	140,544			148,398			173,654			141,210
Total assets	$	7,740,910		$	7,244,665		$	7,169,099		$	7,199,083

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Borrowings from secured financings, net of debt issuance costs	$	1,189,423		$	1,219,034		$	824,189		$	849,874
Borrowings from unsecured financings, net of debt issuance costs	3,781,761			3,287,211			3,391,224			3,463,732
Accounts payable, accrued expenses and other liabilities	144,384			127,527			139,961			140,221
Lease rentals received in advance	60,302			62,225			66,350			57,630
Security deposits	123,673			122,597			130,350			130,628
Maintenance payments	585,283			591,757			679,571			649,434
Total liabilities	5,884,826			5,410,351			5,231,645			5,291,519

Commitments and Contingencies

SHAREHOLDERS’ EQUITY
Preference shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding	—			—			—			—
Common shares, $0.01 par value, 250,000,000 shares authorized, 78,717,916 shares issued and outstanding at March 31, 2017; and 78,593,133 shares issued and outstanding at December 31, 2016	787			786
Common shares, $0.01 par value, 250,000,000 shares authorized, 78,539,191 shares issued and outstanding at March 31, 2018; and 78,707,963 shares issued and outstanding at December 31, 2017							785			787
Additional paid-in capital	1,520,405			1,521,190			1,522,113			1,527,796
Retained earnings	337,863			315,890			415,605			380,331
Accumulated other comprehensive loss	(2,971		)	(3,552		)	(1,049		)	(1,350		)
Total shareholders’ equity	1,856,084			1,834,314			1,937,454			1,907,564
Total liabilities and shareholders’ equity	$	7,740,910		$	7,244,665		$	7,169,099		$	7,199,083

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Aircastle Limited and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Revenues:
Lease rental revenue	$	190,586		$	179,570		$	177,483		$	190,586
Finance and sales-type lease revenue	4,073			3,498			9,442			4,073
Amortization of lease premiums, discounts and incentives	(3,112		)	(1,070		)	(3,128		)	(3,112		)
Maintenance revenue	12,287			1,260			11,991			12,287
Total lease revenue	203,834			183,258			195,788			203,834
Gain on sale of flight equipment							5,768			759
Other revenue	439			407			1,124			439
Total revenues	204,273			183,665			202,680			205,032

Operating expenses:
Depreciation	79,174			76,647			75,002			79,174
Interest, net	63,068			64,241			57,108			63,068
Selling, general and administrative (including non-cash share-based payment expense of $2,102 and $1,643 for the three months ended March 31, 2017 and 2016, respectively)	16,167			15,492
Selling, general and administrative (including non-cash share-based payment expense of $2,378 and $2,102 for the three months ended March 31, 2018 and 2017, respectively)							17,835			16,167
Impairment of flight equipment	500			—			—			500
Maintenance and other costs	2,931			1,403			988			2,931
Total expenses	161,840			157,783			150,933			161,840

Other income (expense):
Gain on sale of flight equipment	759			12,833
Other	(1,149		)	(73		)
Total other income (expense)	(390		)	12,760			3,174			(1,149		)

Income from continuing operations before income taxes and earnings of unconsolidated equity method investments	42,043			38,642			54,921			42,043
Income tax provision	1,846			3,939
Income tax (benefit) provision							(844		)	1,846
Earnings of unconsolidated equity method investments, net of tax	2,242			1,559			1,782			2,242
Net income	$	42,439		$	36,262		$	57,547		$	42,439

Earnings per common share — Basic:
Net income per share	$	0.54		$	0.46		$	0.73		$	0.54

Earnings per common share — Diluted:
Net income per share	$	0.54		$	0.46		$	0.73		$	0.54

Dividends declared per share	$	0.26		$	0.24		$	0.28		$	0.26

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Aircastle Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

(Unaudited)


	Three Months Ended March 31,					Three Months Ended March 31,
	2017		2016			2018		2017

Net income	$	42,439	$	36,262		$	57,547	$	42,439
Other comprehensive income, net of tax:
Net change in fair value of derivatives, net of tax expense of $0 and $0 for the three months ended March 31, 2017 and 2016, respectively	—		(1		)
Net derivative loss reclassified into earnings	581		5,372			301		581
Other comprehensive income	581		5,371			301		581
Total comprehensive income	$	43,020	$	41,633		$	57,848	$	43,020

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income	$	42,439		$	36,262		$	57,547		$	42,439
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	79,174			76,647			75,002			79,174
Amortization of deferred financing costs	4,155			5,607			3,533			4,155
Amortization of lease premiums, discounts and incentives	3,112			1,070			3,128			3,112
Deferred income taxes	1,309			(392		)	1,306			1,309
Non-cash share-based payment expense	2,102			1,643			2,378			2,102
Cash flow hedges reclassified into earnings	581			5,372			301			581
Security deposits and maintenance payments included in earnings	(10,524		)	(1,648		)	(665		)	(10,524		)
Gain on sale of flight equipment	(759		)	(12,833		)	(5,768		)	(759		)
Impairment of flight equipment	500			—			—			500
Other	112			(1,558		)	(4,501		)	112
Changes in certain assets and liabilities:
Accounts receivable	(1,407		)	992			4,320			(1,407		)
Other assets	(1,000		)	(1,137		)	(2,666		)	(1,000		)
Accounts payable, accrued expenses and other liabilities	14,334			15,066			(57		)	14,334
Lease rentals received in advance	(2,552		)	(3,827		)	8,554			(2,552		)
Net cash and restricted cash provided by operating activities	131,576			121,264			142,412			131,576
Cash flows from investing activities:
Acquisition and improvement of flight equipment	(142,053		)	(96,524		)	(82,493		)	(142,053		)
Proceeds from sale of flight equipment	16,819			306,029			43,917			16,819
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits	(1,935		)	(7,162		)
Net investment in finance and sales-type leases	(35,785		)	—			(16,256		)	(35,785		)
Collections on finance and sales-type leases	5,614			3,663			6,493			5,614
Unconsolidated equity method investments and associated costs	—			(7,731		)
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits							2,900			(1,935		)
Other	88			(176		)	1,320			88
Net cash and restricted cash provided by (used in) investing activities	(157,252		)	198,099
Net cash and restricted cash used in investing activities							(44,119		)	(157,252		)
Cash flows from financing activities:
Repurchase of shares	(2,513		)	(33,250		)	(9,413		)	(2,513		)
Proceeds from secured and unsecured debt financings	500,000			500,000			—			500,000
Repayments of secured and unsecured debt financings	(31,178		)	(352,928		)	(101,725		)	(31,178		)
Deferred financing costs	(8,038		)	(9,454		)	—			(8,038		)
Security deposits and maintenance payments received	41,049			33,147			53,674			41,049
Security deposits and maintenance payments returned	(39,383		)	(20,936		)	(20,262		)	(39,383		)
Dividends paid	(20,466		)	(18,915		)	(22,085		)	(20,466		)
Net cash and restricted cash provided by financing activities	439,471			97,664
Net increase in cash and restricted cash	413,795			417,027
Net cash and restricted cash (used in) provided by financing activities							(99,811		)	439,471
Net (decrease) increase in cash and restricted cash							(1,518		)	413,795
Cash and restricted cash at beginning of period	508,817			254,041			233,857			508,817
Cash and restricted cash at end of period	$	922,612		$	671,068		$	232,339		$	922,612

Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(Dollars in thousands)

(Unaudited)


	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018		2017
Supplemental disclosures of cash flow information:
Cash paid for interest, net of capitalized interest	$	37,778	$	39,539	$	36,949	$	37,778
Cash paid for income taxes	$	872	$	1,604	$	3,884	$	872
Supplemental disclosures of non-cash investing activities:
Advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions	$	65	$	1,564	$	7,751	$	65
Advance lease rentals, security deposits, and maintenance payments settled in sale of flight equipment	$	3,373	$	25,559
Advance lease rentals, security deposits, and maintenance payments, other liabilities and other assets settled in sale of flight equipment					$	17,951	$	3,373
Transfers from Flight equipment held for lease to Net investment in finance and sales-type leases and Other assets					$	31,430	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Note 1. Summary of Significant Accounting Policies

Organization and Basis of Presentation

Aircastle Limited (“Aircastle,” the “Company,” “we,” “us” or “our”) is a Bermuda exempted company that was incorporated on October 29, 2004 under the provisions of Section 14 of the Companies Act of 1981 of Bermuda. Aircastle’s business is acquiring, leasing, managing and selling commercial jet aircraft.

Aircastle is a holding company that conducts its business through subsidiaries. Aircastle directly or indirectly owns all of the outstanding common shares of its subsidiaries. The consolidated financial statements presented are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company manages, analyzes and reports on its business and results of operations on the basis of one operating segment: leasing, financing, selling and managing commercial flight equipment. Our chief executive officer is the chief operating decision maker.

The accompanying consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, in our opinion, reflect all adjustments, including normal recurring items, which are necessary to present fairly the results for interim periods. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC; however, we believe that the disclosures are adequate to make information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017.

~~Effective January 1, 2017,~~As part of the ~~Company adopted~~Company’s adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. ~~2016-18,~~2014-09, Revenue from Contracts with Customers (Topic 606), we have reclassified Gain on sale of flight equipment from Other income (expense) to Revenues on our Consolidated Statement of ~~Cash Flows (Topic 230), Restricted Cash. For~~Income as of March 31, 2018. We believe this better reflects the sale of flight equipment as part of our ordinary activities and conforms our presentation to those of our publicly traded peers. The presentation for the three months ended March 31, 2017 the Company revised the presentation in our Consolidated Statements of Cash Flows to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. For the three months ended March 31, 2016, our Consolidated Statement of Cash Flows reflected: (1) changes in restricted cash related to the sale of flight equipment within investing activities; and (2) changes in restricted cash and restricted cash equivalents related to rents, maintenance payments and security deposits within financing activities. Therefore, the amounts included for the three months ended March 31, 2016 havehas also been reclassified to conform to the current period ~~presentation.~~presentation:



	Three Months Ended March 31, 2017
Total revenues as previously reported	$	204,273
Gain on sale of flight equipment	759
Total revenues	$	205,032

The Company’s management has reviewed and evaluated all events or transactions for potential recognition and/or disclosure since the balance sheet date of March 31, ~~2017~~2018 through the date on which the consolidated financial statements included in this Form 10-Q were issued.

Effective January 1, 2018, the Company adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The standard clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The update is applied using a retrospective transition method to each period presented. The standard did not have a material impact on our consolidated financial statements and related disclosures.

Effective January 1, 2018, the Company adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and related updates, as noted above. Lease contracts within the scope of Accounting Standards Codification (“ASC”) 840, Leases, are specifically excluded from ASU No. 2014-09. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. The update is applied using the modified

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, 2018

retrospective approach. The standard did not have a material impact on our consolidated financial statements and related disclosures.

Effective January 1, 2018, the Company adopted FASB ASU No. 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. In addition, when applicable, disclosure is required to indicate that compensation expense has not changed. The update is applied using a prospective transition method to each period presented. The standard did not have a material impact on our consolidated financial statements and related disclosures.

Principles of Consolidation

The consolidated financial statements include the accounts of Aircastle and all of its subsidiaries. Aircastle consolidates ~~five~~four Variable Interest Entities (“VIEs”) of which Aircastle is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

We consolidate VIEs in which we have determined that we are the primary beneficiary. We use judgment when deciding: (a) whether an entity is subject to consolidation as a VIE; (b) who the variable interest holders are; (c) the potential expected losses and residual returns of the variable interest holders; and (d) which variable interest holder is the primary beneficiary. When determining which enterprise is the primary beneficiary, we consider: (1) the entity’s purpose and design; (2) which variable interest holder has the power to direct the activities that most significantly impact the entity’s economic performance; and (3) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. When certain events occur, we reconsider whether we are the primary beneficiary of VIEs. We do not reconsider whether we are a primary beneficiary solely because of operating losses incurred by an entity.

~~Aircastle Limited and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Dollars in thousands, except per share amounts)~~

~~March 31, 2017~~

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While Aircastle believes that the estimates and related assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.

Recent Accounting Pronouncements

On February 25, 2016, the FASB issued ~~Accounting Standards Codification (“ASC”)~~ASC 842,Leases (“ASC 842”)~~, “Leases~~,” which replaced the existing guidance in ASC 840, Leases (“ASC 840”). The accounting for leases by lessors basically remained unchanged from the concepts that existed in ASC 840 accounting. The FASB decided that lessors would be precluded from recognizing selling profit and revenue at lease commencement for any sales-type or direct finance lease that does not transfer control of the underlying asset to the lessee. This requirement aligns the notion of what constitutes a sale in the lessor accounting guidance with that in the forthcoming revenue recognition standard, which evaluates whether a sale has occurred from the customer’s perspective. The standard will be effective for ~~public entities~~reporting periods beginning after December 15, 2018. The standard is to be applied on a ~~modified retrospective approach.~~“modified retrospective” basis with a proposed practical expedient. We plan to adopt the standard on its required effective date of January 1, ~~2019.~~2019 and are evaluating the transition method to use. We are also evaluating the impact that ASC 842 will have on our consolidated financial statements and related disclosures. We do not believe that the adoption of the standard will significantly impact our existing or potential lessees' economic decisions to lease aircraft.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ~~update~~standard is applied on a modified retrospective approach. The standard is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as early as the fiscal years beginning after December 15, 2018, including

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, 2018

interim periods within those fiscal years. We are in the process of determining the impact the standard will have on our consolidated financial statements and related disclosures.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments~~. The standard clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The update should be applied using a retrospective transition method to each period presented. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. We are in the process of determining the impact the standard will have on our consolidated financial statements and related disclosures.

~~On May 28, 2014, the FASB and the International Accounting Standards Board (the “IASB”) (collectively, “the Boards”), jointly issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(Topic 606) and related updates. Lease contracts within the scope of ASC 840,~~ ~~Leases~~, are specifically excluded from ASU No. 2014-09. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. The standard is effective for public entities beginning after December 15, 2017. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We plan to adopt the standard on its required effective date of January 1, 2018, using the modified retrospective approach. We do not expect the impact of this standard to be material to our consolidated financial statements and related disclosures.

~~Aircastle Limited and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Dollars in thousands, except per share amounts)~~

~~March 31, 2017~~

Note 2. Fair Value Measurements

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:

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 valuation techniques that may be used to measure fair value are as follows:

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).

The following tables set forth our financial assets as of March 31, ~~2017~~2018 and December 31, ~~2016~~2017 that we measured at fair value on a recurring basis by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.


			Fair Value Measurements at March 31, 2017 Using Fair Value Hierarchy									Fair Value Measurements at March 31, 2018 Using Fair Value Hierarchy
	Fair Value as of March 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation Technique	Fair Value as of March 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation Technique
Assets:
Cash and cash equivalents	$	871,858	$	871,858	$	—	$	—	Market	$	210,815	$	210,815	$	—	$	—	Market
Restricted cash and cash equivalents	50,754		50,754		—		—		Market	21,524		21,524		—		—		Market
Derivative assets	4,585		—		4,585		—		Market	6,428		—		6,428		—		Market
Total	$	927,197	$	922,612	$	4,585	$	—		$	238,767	$	232,339	$	6,428	$	—


			Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy									Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy
	Fair Value as of December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation Technique	Fair Value as of December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation Technique
Assets:
Cash and cash equivalents	$	455,579	$	455,579	$	—	$	—	Market	$	211,922	$	211,922	$	—	$	—	Market
Restricted cash and cash equivalents	53,238		53,238		—		—		Market	21,935		21,935		—		—		Market
Derivative assets	5,735		—		5,735		—		Market	3,254		—		3,254		—		Market
Total	$	514,552	$	508,817	$	5,735	$	—		$	237,111	$	233,857	$	3,254	$	—

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Our cash and cash equivalents, along with our restricted cash and cash equivalents balances, consist largely of money market securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. Our interest rate derivative included in Level 2 consists of United States dollar-denominated interest rate cap, and the fair value is based on market comparisons for similar instruments. We also considered the credit rating and risk of the counterparty providing the interest rate cap based on quantitative and qualitative factors.

For the three months ended March 31, ~~2017~~2018 and the year ended December 31, ~~2016,~~2017, we had no transfers into or out of Level 3.

We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include our investments in unconsolidated joint ventures and aircraft. We account for our investments in unconsolidated joint ventures under the equity method of accounting and record impairment when its fair value is less than its carrying value. We record aircraft at fair value when we determine the carrying value may not be recoverable. Fair value measurements for aircraft in impairment tests are based on an income approach which uses Level 3 inputs, which include the Company’s assumptions and appraisal data as to future cash proceeds from leasing and selling aircraft.

Financial Instruments

Our financial instruments, other than cash, consist principally of cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, amounts borrowed under financings and interest rate derivatives. The fair value of cash, cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable approximates the carrying value of these financial instruments because of their short-term nature.

The fair value of our senior notes is estimated using quoted market prices. The fair values of all our other financings are estimated using a discounted cash flow analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements.

The carrying amounts and fair values of our financial instruments at March 31, ~~2017~~2018 and December 31, ~~2016 are~~2017 were as follows:


	March 31, 2017				December 31, 2016				March 31, 2018				December 31, 2017
	Carrying Amount of Liability		Fair Value of Liability		Carrying Amount of Liability		Fair Value of Liability		Carrying Amount of Liability		Fair Value of Liability		Carrying Amount of Liability		Fair Value of Liability
Credit Facilities									$	100,000	$	100,000	$	175,000	$	175,000
Unsecured Term Loan	$	120,000	$	120,000	$	120,000	$	120,000	120,000		120,000		120,000		120,000
ECA Financings	294,759		303,965		305,276		316,285		218,006		219,461		227,491		232,030
Bank Financings	913,219		905,921		933,541		925,783		617,806		619,245		634,898		634,132
Senior Notes	3,700,000		3,881,290		3,200,000		3,387,125		3,200,000		3,296,195		3,200,000		3,367,245

All of our financial instruments are classified as Level 2 with the exception of our Senior Notes, which are classified as Level 1.

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Note 3. Lease Rental Revenues and Flight Equipment Held for Lease

Minimum future annual lease rentals contracted to be received under our existing operating leases of flight equipment at March 31, ~~2017~~2018 were as follows:


Year Ending December 31,	Amount		Amount
Remainder of 2017	$	540,380
2018	671,875
Remainder of 2018			$	544,676
2019	575,721		645,622
2020	474,723		526,357
2021	393,078		412,130
2022			319,117
Thereafter	905,983		668,344
Total	$	3,561,760	$	3,116,246

Geographic concentration of lease rental revenue earned from flight equipment held for lease was as follows:


	Three Months Ended March 31,				Three Months Ended March 31,
Region	2017		2016		2018		2017
Asia and Pacific	40	%	41	%	35	%	40	%
Europe	22	%	25	%	29	%	22	%
Middle East and Africa	12	%	10	%	11	%	12	%
North America	7	%	5	%	8	%	7	%
South America	19	%	19	%	17	%	19	%
Total	100	%	100	%	100	%	100	%

The classification of regions in the tables above and in the table and discussion below is determined based on the principal location of the lessee of each aircraft.

The following table shows the number of lessees with lease rental revenue of at least 5% and their combined total percentage of lease rental revenue for the years indicated:

Three Months Ended March 31,
2017 2016
Number of Lessees
Combined % of Lease
Rental Revenue
Number of Lessees Combined % of Lease
Rental Revenue
Largest lessees by lease rental revenue 3 19% 5 30%



	Three Months Ended March 31,
	2018		2017
	Number of Lessees	Combined % of Lease Rental Revenue	Number of Lessees	Combined % of Lease Rental Revenue
Largest lessees by lease rental revenue	3	19%	3	19%

~~The following table sets forth revenue attributable to individual countries representing~~At March 31, 2018 and December 31, 2017, no country represented at least 10% of total revenue ~~(including maintenance revenue) in any year~~ based on each ~~lessee’s~~counterparty’s principal place of ~~business for the years indicated:~~business.

Three Months Ended March 31,
2017 2016
Country Revenue
% of
Total
Revenue
Revenue
% of
Total
Revenue
Indonesia⁽¹⁾
$ —
—% $ 19,543
11%

~~_______________~~


~~(1)~~	~~Total revenue attributable to Indonesia was less than 10% for the three months ended March 31, 2017.~~

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Geographic concentration of net book value of flight equipment (including flight equipment held for lease and net investment in finance and sales-type leases, or ~~"net~~“net book ~~value"~~value”) was as follows:


	March 31, 2017				December 31, 2016				March 31, 2018				December 31, 2017
Region	Number of Aircraft		Net Book Value %		Number of Aircraft		Net Book Value %		Number of Aircraft		Net Book Value %		Number of Aircraft		Net Book Value %
Asia and Pacific	64		39	%	61		38	%	62		31	%	59		30	%
Europe	67		23	%	66		23	%	88		31	%	92		32	%
Middle East and Africa	14		10	%	14		11	%	14		8	%	15		9	%
North America	27		8	%	26		8	%	30		10	%	32		10	%
South America	26		19	%	23		18	%	26		19	%	25		19	%
Off-lease	2	⁽¹⁾	1	%	3	⁽²⁾	2	%	2	⁽¹⁾	1	%	1	⁽²⁾	—	%
Total	200		100	%	193		100	%	222		100	%	224		100	%

_______________


(1)	Consisted of ~~two~~one Airbus A321-200 aircraft ~~scheduled~~and one Boeing 747-400ERF aircraft, both of which were delivered on lease to ~~be delivered to a customer in Europe~~customers in the second quarter of ~~2017.~~2018.


(2)	Consisted of one Airbus ~~A330-200~~A321-200 aircraft, which was delivered on lease to a customer in ~~February 2017, and two Airbus A321-200 aircraft, which were subject to a commitment to lease.~~the second quarter of 2018.

At March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, no country represented at least 10% of net book value of flight equipment based on each lessee’s principal place of business.

At March 31, ~~2017~~2018 and December 31, ~~2016~~2017, the amounts of lease incentive liabilities recorded in maintenance payments on our Consolidated Balance Sheets were ~~$15,153~~$13,813 and ~~$14,931,~~$11,496, respectively.

Note 4. Net Investment in Finance and Sales-Type Leases

At March 31, ~~2017~~2018, our net investment in finance and sales-type leases consisted of ~~fifteen~~30 aircraft. The following table lists the components of our net investment in finance and sales-type leases at March 31, ~~2017~~2018:


	Amount			Amount
Total lease payments to be received	$	207,894		$	314,311
Less: Unearned income	(92,960		)	(162,620		)
Estimated residual values of leased flight equipment (unguaranteed)	185,035			381,682
Net investment in finance and sales-type leases	$	299,969		$	533,373

At March 31, ~~2017~~2018, minimum future lease payments on finance and sales-type leases are as follows:


Year Ending December 31,	Amount		Amount
Remainder of 2017	$	28,731
2018	33,119
Remainder of 2018			$	50,583
2019	32,784		66,285
2020	32,363		63,840
2021	26,007		53,057
2022			42,460
Thereafter	54,890		38,086
Total lease payments to be received	$	207,894	$	314,311

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Note 5. Unconsolidated Equity Method Investments

We have joint ventures with an affiliate of Ontario Teachers’ Pension Plan (“Teachers’”) and with the leasing arm of the Industrial Bank of Japan, Limited (“IBJL”).

At March 31, ~~2017,~~2018, the net book value of both joint ventures’ ~~thirteen~~twelve aircraft was approximately ~~$682,000.~~$634,000.


	Amount			Amount
Investment in joint ventures at December 31, 2016	$	72,977
Investment in joint ventures at December 31, 2017				$	76,982
Investment in joint ventures	634			356
Earnings from joint ventures, net of tax	2,242			1,782
Distributions	(1,200		)	(900		)
Investment in joint ventures at March 31, 2017	$	74,653
Investment in joint ventures at March 31, 2018				$	78,220

The Company has recorded in its Consolidated Balance Sheet a ~~$10,483~~$13,200 guarantee liability in Maintenance payments and a $5,100 guarantee liability in Security deposits representing its share of the respective exposures.

Note 6. Variable Interest Entities

Aircastle consolidates ~~five~~four VIEs of which it is the primary beneficiary. The operating activities of these VIEs are limited to acquiring, owning, leasing, maintaining, operating and, under certain circumstances, selling the ~~seven~~six aircraft discussed below.

ECA Financings

Aircastle, through various subsidiaries, each of which is owned by a charitable trust (such entities, collectively the “Air Knight VIEs”), has entered into ~~seven~~six different twelve-year term loans, which are supported by guarantees from Compagnie Française d'Assurance pour le Commerce Extérieur, (“COFACE”), the French government sponsored export credit agency (“ECA”). We refer to these COFACE-supported financings as “ECA Financings.”

Aircastle is the primary beneficiary of the Air Knight VIEs, as we have the power to direct the activities of the VIEs that most significantly impact the economic performance of such VIEs and we bear the significant risk of loss and participate in gains through a finance lease. The activity that most significantly impacts the economic performance is the leasing of aircraft of which our wholly owned subsidiary is the servicer and is responsible for managing the relevant aircraft. There is a cross collateralization guarantee between the Air Knight VIEs. In addition, Aircastle guarantees the debt of the Air Knight VIEs.

The only assets that the Air Knight VIEs have on their books are financing leases that are eliminated in the consolidated financial statements. The related aircraft, with a net book value as of March 31, ~~2017~~2018 of ~~$510,335,~~$408,370, were included in our flight equipment held for lease. The consolidated debt outstanding, net of debt issuance costs, of the Air Knight VIEs as of March 31, ~~2017~~2018 is ~~$286,500.~~$212,975.

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

Note 7. Secured and Unsecured Debt Financings

The outstanding amounts of our secured and unsecured term debt financings are as follows:


	At March 31, 2017						At December 31, 2016			At March 31, 2018						At December 31, 2017
Debt Obligation	Outstanding Borrowings			Number of Aircraft	Interest Rate	Final Stated Maturity	Outstanding Borrowings			Outstanding Borrowings			Number of Aircraft	Interest Rate	Final Stated Maturity	Outstanding Borrowings
Secured Debt Financings:
ECA Financings⁽¹⁾	$	294,759		7	3.02% to 3.96%	12/03/21 to 11/30/24	$	305,276		$	218,006		6	3.02% to 3.96%	12/03/21 to 11/30/24	$	227,491
Bank Financings⁽²⁾	913,219			30	1.88% to 4.45%	10/26/17 to 01/19/26	933,541			617,806			23	2.22% to 4.49%	09/11/18 to 01/19/26	634,898
Less: Debt Issuance Costs	(18,555		)	—			(19,783		)	(11,623		)	—			(12,515		)
Total secured debt financings, net of debt issuance costs	1,189,423			37			1,219,034			824,189			29			849,874

Unsecured Debt Financings:
Senior Notes due 2017	500,000				6.75%	04/15/17	500,000
Senior Notes due 2018	400,000				4.625%	12/15/18	400,000			400,000				4.625%	12/15/18	400,000
Senior Notes due 2019	500,000				6.250%	12/01/19	500,000			500,000				6.25%	12/01/19	500,000
Senior Notes due 2020	300,000				7.625%	04/15/20	300,000			300,000				7.625%	04/15/20	300,000
Senior Notes due 2021	500,000				5.125%	03/15/21	500,000			500,000				5.125%	03/15/21	500,000
Senior Notes due 2022	500,000				5.50%	02/15/22	500,000			500,000				5.50%	02/15/22	500,000
Senior Notes due 2023	500,000				5.00%	04/01/23	500,000			500,000				5.00%	04/01/23	500,000
Senior Notes due 2024	500,000				4.125%	05/01/24	—			500,000				4.125%	05/01/24	500,000
Unsecured Term Loan	120,000				3.131%	04/28/19	120,000			120,000				4.125%	04/28/19	120,000
Revolving Credit Facilities	—				N/A	11/21/19 to 05/13/20	—			100,000				3.83%	11/21/19 to 05/13/20	175,000
Less: Debt Issuance Costs	(38,239		)				(32,789		)	(28,776		)				(31,268		)
Total unsecured debt financings, net of debt issuance costs	3,781,761						3,287,211			3,391,224						3,463,732

Total secured and unsecured debt financings, net of debt issuance costs	$	4,971,184					$	4,506,245		$	4,215,413					$	4,313,606


(1)	The borrowings under these financings at March 31, ~~2017~~2018 have a weighted-average rate of interest of ~~3.52%~~3.58%.


(2)	The borrowings under these financings at March 31, ~~2017~~2018 have a weighted-average fixed rate of interest of ~~3.34%~~4.16%.

~~Unsecured Debt Financings:~~

~~Senior Notes due 2024~~

On March 6, 2017, Aircastle issued $500,000 aggregate principal amount of Senior Notes due 2024 (the "Senior Notes due 2024") at par. The Senior Notes due 2024 will mature on May 1, 2024 and bear interest at the rate of 4.125% per annum, payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2017. Interest accrues on the Senior Notes due 2024 from March 20, 2017.

Prior to February 1, 2024, we may redeem the Senior Notes due 2024 at any time at a redemption price equal to (a) 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes from the redemption date through the maturity date of the notes (computed using a discount rate equal to the Treasury Rate (as defined in the indenture governing the notes) as of such redemption date plus 0.5%). In addition, prior to May 1, 2020, we may redeem up to 40% of the aggregate principal amount of the notes issued under the indenture at a redemption

~~Aircastle Limited and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Dollars in thousands, except per share amounts)~~

~~March 31, 2017~~

price equal to 104.125% plus accrued and unpaid interest thereon to, but not including, the redemption date, with the net proceeds of certain equity offerings. If the Company undergoes a change of control, it must offer to repurchase the Senior Notes due 2024 at 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes due 2024 are not guaranteed by any of the Company's subsidiaries or any third-party.

~~On April 17, 2017, we paid off our Senior Notes due 2017.~~

~~Revolving Credit Facilities~~

~~At March 31, 2017, we had no amounts outstanding under these facilities.~~

As of March 31, ~~2017,~~2018, we were in compliance with all applicable covenants in our financings.

Note 8. Shareholders' Equity and Share-Based Payment

During the three months ended March 31, ~~2017,~~2018, the Company issued ~~315,588~~291,876 restricted common shares and issued ~~152,933~~306,359 performance share units (“PSUs”). These awards were made under the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan.

During the three months ended March 31, ~~2017,~~2018, the Company incurred share-based compensation expense of ~~$1,575~~$1,504 related to restricted common shares and ~~share-based compensation expense of $527~~$874 related to PSUs.

As of March 31, ~~2017,~~2018, there was ~~$11,237~~$8,888 of unrecognized compensation cost related to unvested restricted common share-based payments and ~~$6,280~~$9,215 of unrecognized compensation cost related to unvested PSU share-based payments that are expected to be recognized over a weighted-average remaining period of ~~2.5~~2.13 years.

During March 2018, we repurchased 354,737 common shares at an aggregate cost of $6,918, including commissions.

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, 2018

At March 31, 2018, the remaining dollar value of shares that may be repurchased under the repurchase program approved by our Board of Directors on February 9, 2016 is $88,970.

Note 9. Dividends

The following table sets forth the quarterly dividends declared by our Board of Directors for the periods covered in this report:

Declaration Date
Dividend per
Common Share

Aggregate
Dividend
Amount
Record Date Payment Date
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



Declaration Date	Dividend per Common Share		Aggregate Dividend Amount		Record Date	Payment Date
February 9, 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

Note 10. Earnings Per Share

We include all common shares granted under our incentive compensation plan which remain unvested (“restricted common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (“participating securities”), in the number of shares outstanding in our basic earnings per share calculations using the two-class method. All of our restricted common shares are currently participating securities. Our PSUs are contingently issuable shares which are included in our diluted earnings per share calculations which do not include voting or dividend rights.

Under the two-class method, earnings per common share is computed by dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings are allocated to both common shares and restricted common shares based on the total weighted-average shares outstanding during the period.



	Three Months Ended March 31,
	2018		2017
Weighted-average shares:
Common shares outstanding	78,366,588		78,176,705
Restricted common shares	431,161		503,802
Total weighted-average shares	78,797,749		78,680,507

Percentage of weighted-average shares:
Common shares outstanding	99.45	%	99.36	%
Restricted common shares	0.55	%	0.64	%
Total percentage of weighted-average shares	100.00	%	100.00	%

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

~~earnings are allocated to both common shares and restricted common shares based on the total weighted-average shares outstanding during the period as follows:~~

Three Months Ended March 31,
2017 2016
Weighted-average shares:
Common shares outstanding 78,176,705
78,543,457
Restricted common shares 503,802
572,356
Total weighted-average shares 78,680,507
79,115,813

Percentage of weighted-average shares:
Common shares outstanding 99.36 % 99.28 %
Restricted common shares 0.64 % 0.72 %
Total percentage of weighted-average shares 100.00 % 100.00 %

The calculations of both basic and diluted earnings per share are as follows:


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Earnings per share – Basic:
Net income	$	42,439		$	36,262		$	57,547		$	42,439
Less: Distributed and undistributed earnings allocated to restricted common shares⁽¹⁾	(272		)	(262		)	(315		)	(272		)
Earnings available to common shareholders – Basic	$	42,167		$	36,000		$	57,232		$	42,167

Weighted-average common shares outstanding – Basic	78,176,705			78,543,457			78,366,588			78,176,705

Earnings per common share – Basic	$	0.54		$	0.46		$	0.73		$	0.54

Earnings per share – Diluted:
Net income	$	42,439		$	36,262		$	57,547		$	42,439
Less: Distributed and undistributed earnings allocated to restricted common shares⁽¹⁾	(272		)	(262		)	(315		)	(272		)
Earnings available to common shareholders – Diluted	$	42,167		$	36,000		$	57,232		$	42,167

Weighted-average common shares outstanding – Basic	78,176,705			78,543,457			78,366,588			78,176,705
Effect of dilutive shares⁽²⁾	194,848			—			228,019			194,848
Weighted-average common shares outstanding – Diluted	78,371,553			78,543,457			78,594,607			78,371,553

Earnings per common share – Diluted	$	0.54		$	0.46		$	0.73		$	0.54


(1)	For the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, distributed and undistributed earnings to restricted shares ~~are~~were 0.55% and 0.64% ~~and 0.72%~~, respectively, of net ~~income, respectively.~~income. The amount of restricted share forfeitures for ~~all~~both periods present is immaterial to the allocation of distributed and undistributed earnings.


(2)	For ~~the three months ended March 31, 2017,~~both periods presented, dilutive shares represented contingently issuable ~~shares related to the Company’s PSUs. For the three months ended March 31, 2016, we had no dilutive~~ shares.

Note 11. Income Taxes

Income taxes have been provided ~~for~~ based ~~upon~~on the tax laws and rates in countries in which our operations are conducted and income is earned. The Company received an assurance from the Bermuda Minister of Finance that it would be exempted from local income, withholding and capital gains taxes until March 2035. Consequently, the provision for income taxes relates to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose income taxes, primarily Ireland, Singapore and the United States.

~~Aircastle Limited and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Dollars in thousands, except per share amounts)~~

~~March 31, 2017~~

The sources of income from continuing operations before income taxes and earnings of our unconsolidated equity method investments for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 were as follows:


	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018		2017
U.S. operations	$	596	$	586	$	683	$	596
Non-U.S. operations	41,447		38,056		54,238		41,447
Income from continuing operations before income taxes and earnings of unconsolidated equity method investments	$	42,043	$	38,642	$	54,921	$	42,043

All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-U.S. corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically are not subject to U.S. federal, state or local income taxes unless they operate within the U.S., in which case they may be subject to federal, state and local income taxes. The aircraft owning subsidiaries resident in Ireland ~~Mauritius~~ and ~~Singapore~~Mauritius are subject to tax in those respective jurisdictions.

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, 2018

We have a U.S. based subsidiary which provides management services to our non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes. We also have Ireland and Singapore based subsidiaries which provide management services to our non-U.S. subsidiaries and are subject to tax in those respective jurisdictions.

The consolidated income tax expense for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 was determined based ~~upon~~on estimates of the Company’s consolidated effective income tax rates for the years ending December 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

The Company’s effective tax rate (“ETR”) for the three months ended March 31, ~~2017~~2018 was ~~4.4%~~(1.5)%, compared to ~~10.2%~~4.4%, for the three months ended March 31, ~~2016.~~2017. First quarter 2018 included a tax benefit of $2,779 related to the Singapore rate reduction from 10% to 8%, which was treated as a discrete item. Excluding this tax benefit, the ETR would have been 3.6%. Movements in the ~~effective tax rates~~ETR are generally caused by changes in the proportion of the Company’s pre-tax earnings in taxable and non-tax jurisdictions.

Differences between statutory income tax rates and our effective income tax rates applied to pre-tax income from continuing operations consisted of the following:


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Notional U.S. federal income tax expense at the statutory rate	$	14,715		$	13,525		$	11,533		$	14,715
U.S. state and local income tax, net	41			47			48			41
Non-U.S. operations:
Bermuda	(8,828		)	(9,092		)	(8,283		)	(8,828		)
Ireland	542			1,879			(317		)	542
Singapore	(2,927		)	(1,335		)	(2,824		)	(2,927		)
Other low tax jurisdictions	(1,440		)	(1,211		)	(808		)	(1,440		)
Non-deductible expenses in the U.S.	(249		)	135			(193		)	(249		)
Other	(8		)	(9		)	—			(8		)
Provision for income taxes	$	1,846		$	3,939
Income tax (benefit) provision							$	(844	)	$	1,846

Note 12. Interest, Net

The following table shows the components of interest, net:



	Three Months Ended March 31,
	2018			2017
Interest on borrowings and other liabilities	$	53,978		$	58,839
Amortization of deferred losses related to interest rate derivatives	301			581
Amortization of deferred financing fees and debt discount	3,532			4,155
Interest expense	57,811			63,575
Less: Interest income	(703		)	(414		)
Less: Capitalized interest	—			(93		)
Interest, net	$	57,108		$	63,068

Aircastle Limited and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

March 31, ~~2017~~2018

~~Note 12. Interest, Net~~

~~The following table shows the components of interest, net:~~

Three Months Ended March 31,
2017 2016
Interest on borrowings and other liabilities⁽¹⁾
$ 58,839
$ 53,324
Amortization of deferred losses related to interest rate derivatives 581
5,372
Amortization of deferred financing fees and debt discount⁽²⁾
4,155
5,607
Interest expense 63,575
64,303
Less: Interest income (414 ) (62 )
Less: Capitalized interest (93 ) —
Interest, net $ 63,068
$ 64,241


~~(1)~~	~~Includes $1,509 in loan termination fees related to the sale of one aircraft during the three months ended March 31, 2016.~~


~~(2)~~	~~Includes $1,972 in deferred financing fees written off related to the sale of one aircraft during the three months ended March 31, 2016.~~

Note 13. Commitments and Contingencies

At March 31, ~~2017,~~2018, we had commitments to acquire 3537 aircraft for ~~$1,164,088,~~$1,475,400, including 25 Embraer E-Jet E2 aircraft.

Commitments, including ~~$133,308~~$129,218 of progress payments, contractual price escalations and other adjustments for these aircraft, at March 31, ~~2017,~~2018, net of amounts already paid, are as follows:


Year Ending December 31,	Amount		Amount
Remainder of 2017	$	242,390
2018	143,855
Remainder of 2018			$	488,468
2019	361,746		470,073
2020	277,819		375,216
2021	138,278		141,643
2022			—
Thereafter	—		—
Total	$	1,164,088	$	1,475,400

As of April 27, 2018, we had commitments to acquire 39 aircraft for $1,532,000.

Note 14. Other Assets

The following table describes the principal components of other assets on our Consolidated Balance Sheets as of:


	March 31, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Deferred income tax asset	$	1,584	$	1,902	$	350	$	497
Lease incentives and lease premiums, net of amortization of $43,026 and $39,638, respectively	95,170		96,587
Lease incentives and lease premiums, net of amortization of $36,934 and $41,246, respectively					71,657		74,515
Flight equipment held for sale	3,820		3,834		32,286		707
Aircraft purchase deposits and progress payments	15,207		12,923		22,604		23,704
Fair value of interest rate cap	4,585		5,735		6,428		3,254
Note receivable⁽¹⁾					8,352		10,000
Other assets	20,178		27,417		31,977		28,533
Total other assets	$	140,544	$	148,398	$	173,654	$	141,210

______________


(1)	Related to the sale of aircraft during the year ended December 31, 2017.

~~Aircastle Limited and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Dollars in thousands, except per share amounts)~~

~~March 31, 2017~~

Note 15. Accounts Payable, Accrued Expenses and Other Liabilities

The following table describes the principal components of accounts payable, accrued expenses and other liabilities recorded on our Consolidated Balance Sheets as of:

March 31,
2017 December 31,
2016
Accounts payable and accrued expenses $ 18,473
$ 24,337
Deferred income tax liability 45,232
44,241
Accrued interest payable 64,048
43,107
Lease discounts, net of amortization of $31,540 and $29,016, respectively 16,631
15,842
Total accounts payable, accrued expenses and other liabilities $ 144,384
$ 127,527

~~Note 16. Accumulated Other Comprehensive Loss~~

~~The following table describes the principal components of accumulated other comprehensive loss recorded on our Consolidated Balance Sheets:~~

Changes in accumulated other comprehensive loss by component⁽¹⁾
Three Months Ended March 31,
2017 2016
Beginning balance $ (3,552 ) $ (13,213 )
Amounts recognized in other comprehensive loss on derivatives, net of tax expense of $0 and $0 for the three months ended March 31, 2017 and 2016, respectively —
(502 )
Amounts reclassified from accumulated other comprehensive loss into income, net of tax expense of $0 and $0 for the three months ended March 31, 2017 and 2016, respectively 581
5,873
Net current period other comprehensive income 581
5,371
Ending balance $ (2,971 ) $ (7,842 )

~~(1) All amounts are net of tax. Amounts in parentheses indicate debits.~~

Reclassifications from accumulated other comprehensive loss⁽¹⁾
Three Months Ended March 31,
2017 2016
Amount of effective amortization of net deferred interest rate derivative losses⁽²⁾
$ 581
$ 5,372
Effective amount of net settlements of interest rate derivatives, net of tax expense of $0 and $0 for the three months ended March 31, 2017 and 2016, respectively —
501
Amount of loss reclassified from accumulated other comprehensive loss into income $ 581
$ 5,873

~~(1) All amounts are net of tax.~~

~~(2) Included in interest expense.~~

At March 31, 2017, the amount of deferred net loss expected to be reclassified from OCI into interest expense over the next twelve months related to our terminated interest rate derivatives is $1,922.



	March 31, 2018		December 31, 2017
Accounts payable and accrued expenses	$	34,294	$	50,948
Deferred income tax liability	37,636		36,547
Accrued interest payable	55,074		38,129
Lease discounts, net of amortization of $38,103 and $36,111, respectively	12,957		14,597
Total accounts payable, accrued expenses and other liabilities	$	139,961	$	140,221

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. You should read the following discussion in conjunction with our historical consolidated financial statements and the notes thereto appearing elsewhere in this report. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those described under “Risk Factors” and included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 filed with the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and, unless otherwise indicated, the other financial information contained in this report has also been prepared in accordance with U.S. GAAP. Unless otherwise indicated, all references to “dollars” and “$” in this report are to, and all monetary amounts in this report are presented in, U.S. dollars.

All statements included or incorporated by reference in this Quarterly Report on Form 10-Q (this “report”), other than characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not necessarily limited to, statements relating to our ability to acquire, sell, lease or finance aircraft, raise capital, pay dividends, and increase revenues, earnings, EBITDA, Adjusted EBITDA and Adjusted Net Income and the global aviation industry and aircraft leasing sector. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on our historical performance and that of our subsidiaries and on our current plans, estimates and expectations and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Aircastle can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any such forward-looking statements which are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. These risks or uncertainties include, but are not limited to, those described from time to time in Aircastle’s filings with the SEC and previously disclosed under “Risk Factors” in Part I - Item 1A of Aircastle’s ~~2016~~2017 Annual Report on Form 10-K and elsewhere in this report. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this report. Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

WEBSITE AND ACCESS TO THE COMPANY’S REPORTS

The Company’s Internet website can be found at www.aircastle.com. Our annual reports on Forms 10-K, quarterly reports on Forms 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through our website under “Investors — SEC Filings” as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

Statements and information concerning our status as a Passive Foreign Investment Company (“PFIC”) for U.S. taxpayers are also available free of charge through our website under “Investors — Tax Information (PFIC).”

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) are available free of charge through our website under “Investors — Corporate Governance.” In addition, our Code of Ethics for the Chief Executive and Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller, is available in print, free of charge, to any shareholder upon request to Investor Relations, Aircastle Limited, c/o Aircastle Advisor LLC, ~~300 First Stamford Place, 5th Floor,~~201 Tresser Boulevard, Suite 400, Stamford, Connecticut ~~06902.~~06901.

The information on the Company’s Internet website is not part of, or incorporated by reference, into this report, or any other report we file with, or furnish to, the SEC.

OVERVIEW

Aircastle acquires, leases, and sells commercial jet aircraft to airlines throughout the world. As of March 31, ~~2017,~~2018, we owned and managed on behalf of our joint ventures ~~213~~234 aircraft leased to 7281 lessees located in 3744 countries. Our aircraft are managed by an experienced team based in the United States, Ireland and Singapore. Our aircraft are subject to net leases whereby the lessee is generally responsible for maintaining the aircraft and paying operational, maintenance and insurance costs. In many cases, however, we are obligated to pay a portion of specified maintenance or modification costs. As of March 31, ~~2017,~~2018, the net book value (including flight equipment held for lease and net investment in finance and sales-type leases, or "net book value") was ~~$6.60~~$6.68 billion compared ~~to $6.51~~to$6.73 billion at December 31, ~~2016.~~2017. Our revenues and net income for the three months ended March 31, ~~2017~~2018 were ~~$204.3~~$202.7 million and ~~$42.4~~$57.5 million, respectively.

Growth in commercial air traffic is broadly correlated with world economic activity. In recent years, itcommercial air traffic growth has ~~been expanding~~expanded at a rate ~~one and a half~~1.5 to ~~two~~2 times that of global GDP growth. The expansion of air travel has driven ~~a rise~~an increase in the world aircraft fleet. There are ~~currently~~ approximately ~~20,000~~21,000 commercial mainline passenger and freighter aircraft in current operation worldwide. This fleet is expected to continue expanding at three to four percent average annual rate over the next twenty years. ~~In addition, aircraft~~Aircraft leasing companies own ~~an increasing share~~approximately 42% of the world’s commercial jet ~~aircraft and now account for approximately 41% of this fleet.~~aircraft.

Notwithstanding the sector’s long-term growth, the aviation ~~markets have~~market has been, and ~~are~~is expected to remain, subject to economic variability ~~as well as~~due to changes in macroeconomic variables, such as fuel price levels and foreign exchange rates. The aviation industry is also susceptible to external shocks, such as regional conflicts and terrorist events. Mitigating this risk is the portability of the assets, allowing aircraft to be redeployed to locations where demand is higher.

Air traffic data for the past several years has shown strong passenger market growth. According to the International Air Transport Association, during the first three months of ~~2017,~~2018, global passenger traffic increased ~~7.0%~~7.2% compared to the same period in 2016. This strong growth was, in part, stimulated by lower air fare prices resulting from the significant drop in fuel prices. Air cargo demand, which is more sensitive to economic conditions, appears to have stabilized.2017. During the first three months of ~~2017,~~2018, air cargo traffic increased ~~9.7%~~5.4% compared to the same period in 2016, and capacity increased 2.6%, resulting in an increase in load factors to 47.4%. While a positive development, the air cargo market continues to be hampered by oversupply arising from the continued growth in belly cargo capacity in passenger aircraft as well as the production of dedicated freighter aircraft.2017.

Demand for air travel varies considerably by region. Emerging market economies have generally been experiencing ~~significant~~greater increases in air traffic, driven by rising levels of per capita income. Air traffic growth ~~in some regions~~ is also being driven by the proliferation of low cost carriers, which have stimulated demand through lower prices. Mature markets, such as North America and Western Europe, are likely to grow more slowly in tandem with their economies. ~~Persian Gulf-based Emirates, Qatar Airways and Etihad Airways are also showing signs of reaching maturity and their growth rates are slowing.~~ Airlines operating in areas with political instability or weakening economies are under pressure, and their near-term outlook is more uncertain. On balance, we believe air travel will increase over time and, as a result, we expect demand for modern aircraft will continue to remain strong over the long-term.

~~Low fuel~~Fuel prices and interest rates have had a substantial effect on our industry. The price of oil dropped ~~by $67~~from $103 to $36 per barrel in the four years prior to December 2015. This allowed airlines to reduce ticket prices and stimulate aircraft traffic while retaining enough of this benefit to achieve record profit levels. A low interest rate environment and the strong overall performance of the aircraft financing sector attracted significant new capital, increasing competition for new investments. The downward trend in fuel prices and interest rates appears to have ended as fuel prices started rising in 2016. In ~~2017,~~2018, the price of fuel has averaged approximately ~~$52~~$65 per barrel. Likewise, interest rates have started to rise in the U.S., with Federal Reserve guidance suggesting multiple future rate hikes ~~subsequent to the December 2016 increase~~ in the Federal Funds ~~rate.~~rate in 2018.

Capital availability for aircraft has varied over time, and we consider this variability to be a basic characteristic of our business. If pursued properly, this represents an important source of opportunity. ~~Both debt and equity markets have improved globally over the past several years with the recovery from the global financial crisis.~~ Strong U.S. debt capital market conditions ~~benefited~~benefit borrowers by permitting access to financing at historic lows while ~~higher fees have driven down ECA demand. Recently, ECA~~export credit agency availability has been curtailed, both in the U.S. and in Europe, due to political ~~issues and an investigation into possible irregularities, respectively.~~issues. Commercial bank debt also continues to play a critical role for aircraft ~~finance, although we believe regulatory pressures may limit its role over time.~~

finance.

While financial ~~markets~~market conditions ~~are currently~~remain attractive, ~~heightened volatility stemming from global growth concerns and various~~ geopolitical issues may increase capital costs and limit availability going forward. We believe these market forces should generate attractive ~~new~~additional investment and trading opportunities for which we are well placed to capitalize given our access to different financing sources, our limited capital commitments and our reputation as a reliable trading partner. Over the longer term, our strategy is to achieve an investment grade credit rating, which we believe will reduce our borrowing costs and enable more reliable access to debt capital throughout the business cycle.

We believe our business approach is differentiated from those of other large leasing companies. Our investment strategy is to seek out the best risk-adjusted return opportunities across the commercial jet market, so our acquisition targets and

growth rates will vary with market conditions. We prefer to have capital resources available to capture investment opportunities that arise in the context of changing market circumstances. As such, we limit large, long-term capital commitments and are therefore ~~much~~ less reliant on orders for new aircraft from aircraft manufacturers as a source of new ~~investments. In general, we focus on discerning investment value in situations that are often more bespoke and generally less competitive.~~investments than many of our competitors.

We plan to grow our business and profits over the long-term while maintaining a countercyclical orientation, a bias towards limiting long-dated capital commitments and maintaining a conservative and flexible capital structure. Our business strategy entails the following elements:

Pursuing a disciplined and differentiated investment strategy. In our view, values of different aircraft ~~values~~ change in different ways over time. We carefully evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices as market conditions and relative investment values change. We believe the financing flexibility offered through unsecured debt and our team’s experience with a wide range of asset types ~~enables our value oriented strategy and~~ provides us with a competitive advantage. We view orders from equipment manufacturers to be part of our investment opportunity set, but choose to ~~limit~~keep our long term capital commitments ~~unless we believe there is an adequate return premium to compensate for risks and opportunity costs. This approach sets us apart from most other large aircraft leasing companies.~~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 around the world.~~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 8589 different sellers.

Selling assets when attractive opportunities ~~arise and for portfolio management purposes.~~arise. We sell assets with the aim of realizing profits and reinvesting proceeds when a sale generates the greatest expected cash flow or when more accretive investments are available. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft ~~types, and as an exit from investments when a sale generates the greatest expected cash flow.~~types. Since our formation, we have sold 210 aircraft to 61 buyers.

Maintaining efficient access to capital from a wide set of sources while targeting an investment grade credit rating. We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when competition for assets is high. To implement this approach, we believe it is important to maintain access to a wide variety of financing sources. Our ~~strategy~~objective is to improve 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 improving our credit rating will not only reduce our borrowing costs, but also facilitate more reliable access to both ~~secured~~unsecured and ~~unsecured~~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 one of the largest Japanese trading companies. Marubeni has ~~already~~ enabled greater access to Japanese-based financing and helped source and develop our joint venture ~~(“IBJ Air”)~~ with ~~IBJL. IBJ Air is targeted at newer narrow-body aircraft leased to premier airlines, providing Aircastle with increased access to this market sector and to these customers. Our~~the leasing arm of the Industrial Bank of Japan, Limited (“IBJL”). We also have a joint venture (“Lancaster”) with Ontario Teachers’ ~~provides us with an opportunity to pursue larger transactions, manage portfolio concentrations and improve~~Pension Plan (“Teachers’”), our ~~return on deployed capital.~~second largest shareholder.

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 February 9, ~~2017,~~2018, our Board of Directors declared a regular quarterly dividend of ~~$0.26~~$0.28 per common share, or an aggregate of ~~$20.5~~$22.1 million for the three months ended March 31, ~~2017,~~2018, which was paid on March 15, ~~2017~~2018 to holders of record on February 28, ~~2017.~~2018. These dividends may not be indicative of the amount of any future dividends. Our ability to pay quarterly dividends will depend upon many factors, including those as described in Item 1A. “Risk Factors” and elsewhere in our ~~2016~~2017 Annual Report on Form 10-K.

Revenues

Our revenues are comprised primarily of operating lease rentals on flight equipment held for lease, revenue from retained maintenance payments related to lease expirations, lease termination payments, lease incentive amortization and interest recognized from finance and sales-type leases.

Typically, our aircraft are subject to net leases whereby the lessee pays lease rentals and is generally responsible for maintaining the aircraft and paying operational, maintenance and insurance costs arising during the term of the lease. Our aircraft lease agreements generally provide for the periodic payment of a fixed amount of rent over the life of the lease and the amount of the contracted rent will depend upon the type, age, specification and condition of the aircraft and market conditions at the time the lease is committed. The amount of rent we receive will depend on a number of factors, including the creditworthiness of our lessees and the occurrence of restructurings and defaults. Our lease rental revenues are also affected by the extent to which aircraft are off-lease and our ability to remarket aircraft that are nearing the end of their leases in order to minimize their off-lease time. Our success in re-leasing aircraft is affected by market conditions relating to our aircraft and by general industry conditions and trends. An increase in the percentage of off-lease aircraft or a reduction in lease rates upon remarketing would negatively impact our revenues.

Under an operating lease, the lessee will be responsible for performing maintenance on the relevant aircraft and will typically be required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and would be made either monthly in arrears or at the end of the lease term. For maintenance payments made monthly in arrears during a lease term, we will typically be required to reimburse all or a portion of these payments to the lessee upon their completion of the relevant heavy maintenance, overhaul or parts replacement. We record maintenance payments paid by the lessee during a lease as accrued maintenance liabilities in recognition of our obligation in the lease to refund such payments, and therefore we do not recognize maintenance revenue during the lease. Maintenance revenue recognition would occur at the end of a lease, when we are able to determine the amount, if any, by which reserve payments received exceed the amount we are required under the lease to reimburse to the lessee for heavy maintenance, overhaul or parts replacement. The amount of maintenance revenue we recognize in any reporting period is inherently volatile and is dependent upon a number of factors, including the timing of lease expiries, including scheduled and unscheduled expiries, the timing of maintenance events and the utilization of the aircraft by the lessee.

Many of our leases contain provisions which may require us to pay a portion of the lessee’s costs for heavy maintenance, overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives, which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units, expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated cost of the maintenance event and the estimated amounts the lessee is responsible to pay.

This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being recorded as a lease incentive liability which is included in maintenance payments on the balance sheet. The payment to the lessee for the lease incentive liability is first recorded against the lease incentive liability and any excess above the lease incentive liability is recorded as a prepaid lease incentive asset which is included in other assets on the balance sheet and continues to amortize over the remaining life of the lease.

~~2017~~2018 Lease Expirations and Lease Placements

At March 31, ~~2017,~~2018, we had ~~four~~one aircraft accounting for ~~2.8%~~less than 1% of our net book value ~~which are~~that is scheduled to come off lease during ~~2017 for which we have not yet secured lease or sales commitments.~~2018. We ~~plan~~expect to sell ~~two~~this aircraft in the third quarter of ~~these aircraft and are marketing the remaining two aircraft for lease or sale.~~2018.

~~2018-2021~~2019-2022 Lease Expirations and Lease Placements

Taking into account lease and sale commitments, we currently have the following number of aircraft with lease expirations scheduled in the period ~~2018-2021,~~2019-2022, representing the percentage of our net book value of flight equipment (including flight equipment held for lease and net investment in finance and sales-type leases) at March 31, ~~2017,~~2018, specified below:

~~2018: 14~~2019: 21 aircraft, representing ~~10%;~~

~~2019: 28 aircraft, representing 16%~~7%;

2020: 27 aircraft, representing 9%;

2021: 32 aircraft, representing 16%; and

~~2021: 27~~2022: 28 aircraft, representing ~~12%~~10%.

Operating Expenses

Operating expenses are comprised of depreciation of flight equipment held for lease, interest expense, selling, general and administrative expenses, aircraft impairment charges and maintenance and other costs. Because our operating lease terms generally require the lessee to pay for operating, maintenance and insurance costs, our portion of maintenance and other costs relating to aircraft reflected in our statement of income primarily relates to expenses for unscheduled lease terminations.

Income Tax Provision

We obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 2035, be applicable to us or to any of our operations or to our shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda. Consequently, the provision for income taxes recorded relates to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose income taxes, primarily Ireland, Singapore and the United States.

All of our aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are non-U.S. corporations. These non-U.S. subsidiaries generally earn income from sources outside the United States and typically are not subject to U.S. federal, state or local income taxes, unless they operate within the U.S., in which case they may be subject to federal, state and local income taxes. The aircraft owning subsidiaries resident in Ireland ~~Mauritius~~ and ~~Singapore~~Mauritius are subject to tax in those respective jurisdictions.

We have a U.S.-based subsidiary which provides management services to our non-U.S. subsidiaries and is subject to U.S. federal, state and local income taxes. We also have Ireland and Singapore based subsidiaries which provide management services to our non-U.S. subsidiaries and are subject to tax in those respective jurisdictions.

Acquisitions and Sales

During the first three months of ~~2017,~~2018, we acquired ~~eight~~four aircraft for ~~$189.6~~$110.9 million. At March 31, ~~2017,~~2018, we had commitments to acquire 3537 additional aircraft for ~~$1.16~~$1.48 billion, including the acquisition of 25 new E-Jet E2 aircraft from Embraer, ~~which are scheduled to deliver~~with delivery beginning in ~~2018 to 2021.~~2019. As of April ~~28, 2017,~~27, 2018, we have commitments to acquire 3039 aircraft for ~~$1.11~~$1.53 billion.

During the first three months of ~~2017,~~2018, we sold ~~one~~four aircraft for ~~$16.8~~net proceeds of $43.9 million, which resulted in a net gain of ~~$0.8~~$5.8 million. As of April 27, 2018, we sold two aircraft.

The following table sets forth certain information with respect to the aircraft owned by us as of March 31, ~~2017~~2018:

AIRCASTLE AIRCRAFT INFORMATION (dollars in millions)


Owned Aircraft	As of March 31, 2017⁽¹⁾			As of March 31, 2016⁽¹⁾			As of March 31, 2018⁽¹⁾			As of March 31, 2017⁽¹⁾
Net Book Value of Flight Equipment	$	6,596		$	5,771		$	6,677		$	6,596
Net Book Value of Unencumbered Flight Equipment	$	4,725		$	3,752		$	5,304		$	4,725
Number of Aircraft	200			153			222			200
Number of Unencumbered Aircraft	163			111			193			163
Number of Lessees	72			53			81			72
Number of Countries	37			33			44			37
Weighted Average Age (years)⁽²⁾	8.2			7.6			9.3			8.2
Weighted Average Remaining Lease Term (years)⁽²⁾	4.8			5.6			4.8			4.8
Weighted Average Fleet Utilization during the three months ended March 31, 2017 and 2016⁽³⁾	98.3		%	99.6		%
Portfolio Yield for the three months ended March 31, 2017 and 2016⁽⁴⁾	12.3		%	12.5		%
Weighted Average Fleet Utilization during the three months ended March 31, 2018 and 2017⁽³⁾							99.4		%	98.3		%
Portfolio Yield for the three months ended March 31, 2018 and 2017⁽⁴⁾							11.5		%	12.3		%

Managed Aircraft on behalf of Joint Ventures
Net Book Value of Flight Equipment	$	682		$	590		$	634		$	682
Number of Aircraft	13			9			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.

Our owned aircraft portfolio as of March 31, ~~2017~~2018 is listed in Exhibit 99.1 to this report.

PORTFOLIO DIVERSIFICATION


	Owned Aircraft as of March 31, 2017				Owned Aircraft as of March 31, 2016				Owned Aircraft as of March 31, 2018				Owned Aircraft as of March 31, 2017
	Number of Aircraft		% of Net Book Value⁽¹⁾		Number of Aircraft		% of Net Book Value⁽¹⁾		Number of Aircraft		% of Net Book Value⁽¹⁾		Number of Aircraft		% of Net Book Value⁽¹⁾
Aircraft Type
Passenger:
Narrow-body	161		56	%	111		45	%	190		66	%	161		56	%
Wide-body	31		36	%	31		44	%	28		29	%	31		36	%
Total Passenger	192		92	%	142		89	%	218		95	%	192		92	%
Freighter	8		8	%	11		11	%	4		5	%	8		8	%
Total	200		100	%	153		100	%	222		100	%	200		100	%

Manufacturer
Airbus	109		52	%	77		51	%	135		56	%	109		52	%
Boeing	84		45	%	71		47	%	82		42	%	84		45	%
Embraer	7		3	%	5		2	%	5		2	%	7		3	%
Total	200		100	%	153		100	%	222		100	%	200		100	%

Regional Diversification
Asia and Pacific	64		39	%	45		38	%	62		31	%	64		39	%
Europe	67		23	%	56		25	%	88		31	%	67		23	%
Middle East and Africa	14		10	%	10		10	%	14		8	%	14		10	%
North America	27		8	%	19		7	%	30		10	%	27		8	%
South America	26		19	%	22		19	%	26		19	%	26		19	%
Off-lease	2	⁽²⁾	1	%	1	⁽³⁾	1	%	2	⁽²⁾	1	%	2	⁽³⁾	1	%
Total	200		100	%	153		100	%	222		100	%	200		100	%


(1)	Calculated using net book value at period end.


(2)	Consisted of ~~two~~one Airbus A321-200 aircraft ~~scheduled~~and one Boeing 747-400ERF aircraft, both of which were delivered on lease to ~~be delivered to a customer in Europe~~customers in the second quarter of ~~2017.~~2018.


(3)	Consisted of ~~one Boeing 737-800~~two Airbus A321-200 aircraft that ~~was leased~~were delivered on lease to a customer ~~in Asia in~~during the ~~third~~second quarter of ~~2016.~~2017.

Our largest ~~two customers each represent~~single customer represents over 6% of the net book value at March 31, ~~2017~~.2018. Our top fifteen customers for aircraft we owned at March 31, ~~2017~~2018, representing 84108 aircraft and ~~58%~~55% of the net book value, are as follows:



Percent of Net Book Value	Customer	Country	Number of Aircraft
Greater than 6% per customer	Avianca Brazil	Brazil	10
	~~Lion Air~~	~~Indonesia~~	1211

3% to 6% per customer	LATAM	Chile	3
	TAP Portugal⁽¹⁾	Portugal	8
	Lion Air	Indonesia	10
	South African Airways	South Africa	4
	~~Thai Airways~~easyJet	~~Thailand~~United Kingdom	220
	~~Singapore Airlines~~Aerolineas Argentina	~~Singapore~~Argentina	4
	~~AirAsia X~~	~~Malaysia~~	3
	~~Air Berlin~~	~~Germany~~	11
	~~Emirates~~	~~United Arab Emirates~~	2
	~~AirBridgeCargo~~⁽¹⁾	~~Russia~~	25
	Iberia	Spain	11

Less than 3% per customer	~~Jet Airways~~ AirBridgeCargo⁽²⁾	~~India~~Russia	82
	~~Garuda~~Ural	~~Indonesia~~Russia	36
	~~Azul~~Interjet	~~Brazil~~Mexico	9
	AirAsia X	Malaysia	2
	Jet Airways	India	7
	~~Avianca~~IndiGo	~~Colombia~~India	26
	Asiana Airlines	South Korea	4
	Total top fifteen customers		84108
	All other customers		~~116~~114
	Total all customers		~~200~~222


(1)	Combined with an affiliate.


(2)	Guaranteed by Volga-Dnepr Airlines. We have one additional aircraft on lease with an affiliate.

Finance

We ~~intend to fund new investments through~~believe that cash on hand, payments received from lessees and other funds generated from operations, ~~maintenance payments received from lessees,~~ secured borrowings for aircraft, ~~draws on~~borrowings under our revolving credit facilities and other borrowings and proceeds from ~~any~~ future aircraft ~~sales.~~sales will be sufficient to satisfy our liquidity and capital resource needs over the next twelve months. We may repay all or a portion of such borrowings from time to time with the net proceeds from subsequent long-term debt financings, additional equity offerings or cash generated from operations and asset sales. Therefore, our ability to execute our business strategy, particularly the acquisition of additional commercial jet aircraft or other aviation assets, depends to a significant degree on our ability to obtain additional debt and equity capital on terms we deem attractive.

See “Liquidity and Capital Resources” below.

RESULTS OF OPERATIONS

Comparison of the three months ended March 31, ~~2017~~2018 to the three months ended March 31, ~~2016:~~2017:


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
	(Dollars in thousands)						(Dollars in thousands)
Revenues:
Lease rental revenue	$	190,586		$	179,570		$	177,483		$	190,586
Finance and sales-type lease revenue	4,073			3,498			9,442			4,073
Amortization of lease premiums, discounts and incentives	(3,112		)	(1,070		)	(3,128		)	(3,112		)
Maintenance revenue	12,287			1,260			11,991			12,287
Total lease revenue	203,834			183,258			195,788			203,834
Gain on sale of flight equipment							5,768			759
Other revenue	439			407			1,124			439
Total revenues	204,273			183,665			202,680			205,032
Operating expenses:
Depreciation	79,174			76,647			75,002			79,174
Interest, net	63,068			64,241			57,108			63,068
Selling, general and administrative	16,167			15,492			17,835			16,167
Impairment of flight equipment	500			—			—			500
Maintenance and other costs	2,931			1,403			988			2,931
Total operating expenses	161,840			157,783			150,933			161,840
Other income (expense):
Gain on sale of flight equipment	759			12,833
Other	(1,149		)	(73		)

Total other income (expense)	(390		)	12,760			3,174			(1,149		)

Income from continuing operations before income taxes and earnings of unconsolidated equity method investments	42,043			38,642			54,921			42,043
Income tax provision	1,846			3,939
Income tax (benefit) provision							(844		)	1,846
Earnings of unconsolidated equity method investments, net of tax	2,242			1,559			1,782			2,242
Net income	$	42,439		$	36,262		$	57,547		$	42,439

Revenues

Total revenues ~~increased~~decreased by ~~$20.6~~$2.4 million for the three months ended March 31, ~~2017~~2018 as compared to the three months ended March 31, ~~2016.~~2017.

Lease rental revenue. The ~~increase~~decrease in lease rental revenue of ~~$11.0~~$13.1 million for the three months ended March 31, ~~2017~~2018 as compared to the same period in ~~2016~~2017 was primarily the result of ~~increases~~decreases in revenue ~~of $38.1 million due to the acquisition of 59 aircraft since March 31, 2016. This increase was partially offset by decreases~~ of:

$~~22.5~~32.5 million due to the sale of 2435 aircraft since March 31, ~~2016;~~2017; and

$~~4.5~~13.3 million due to lease extensions, amendments, transitions and other changes.

These decreases were partially offset by a $32.7 million increase in revenue, reflecting the partial period impact of three aircraft purchased in 2018 and the full period impact due to the acquisition of 47 aircraft since March 31, 2017.

Finance and sales-type lease revenue. For the three months ended March 31, ~~2017, $4.1~~2018, $9.4 million of interest income from finance and sales-type leases was recognized as compared to ~~$3.5~~$4.1 million ~~of interest income from finance and sales-type leases recorded~~ for the same period in ~~2016~~2017 due to the net addition of ~~four aircraft, partially offset by the sale of one~~sixteen aircraft over the last twelve months.

Amortization of net lease premiums, discounts and lease incentives.

Three Months Ended March 31,
2017 2016
(Dollars in thousands)
Amortization of lease incentives $ (2,707 ) $ (856 )
Amortization of lease premiums (2,928 ) (2,777 )
Amortization of lease discounts 2,523
2,563
Amortization of lease premiums, discounts and incentives $ (3,112 ) $ (1,070 )

As more fully described above under “Revenues,” lease incentives represent our estimated portion of the lessee’s cost for heavy maintenance, overhaul or replacement of certain high-value components which is amortized over the life of the related lease. As we enter into new leases, the amortization of lease incentives generally increases and, conversely, if a related lease terminates, the related unused lease incentive liability will reduce the amortization of lease incentives. The increase in amortization of lease incentives of $1.9 million for the three months ended March 31, 2017 as compared to the same period in 2016 was primarily attributable to changes in estimate related to engines for one freighter aircraft of $2.3 million, partially offset by $0.5 million related to aircraft transitions, extensions and other activity.



	Three Months Ended March 31,
	2018			2017
	(Dollars in thousands)
Amortization of lease incentives	$	(2,682	)	$	(2,707	)
Amortization of lease premiums	(2,439		)	(2,928		)
Amortization of lease discounts	1,993			2,523
Amortization of lease premiums, discounts and incentives	$	(3,128	)	$	(3,112	)

Maintenance revenue. For the three months ended March 31, 2018, we recorded $12.0 million of maintenance revenue, primarily due to the transition of one freighter aircraft. For the same period in 2017, we recorded $12.3 million of maintenance revenue due to the transition of two narrow-body aircraft and one wide-body aircraft for $10.3 million and maintenance reserves taken into income for two freighter aircraft and two narrow-body aircraft totaling $1.9 million. ~~For~~

Gain on sale of flight equipment increased by $5.0 million to $5.8 million for the three months ended March 31, 2018, as compared to gains of $0.8 million for the same period in ~~2016,~~2017. During the three months ended March 31, 2018, we ~~recorded $1.3 million~~sold four aircraft as compared to the sale of ~~maintenance revenue from six scheduled lease terminations.~~one aircraft during the same period in 2017.

Operating expenses

Total operating expenses ~~increased~~decreased by ~~$4.1~~$10.9 million for the three months ended March 31, ~~2017~~2018 as compared to the three months ended March 31, ~~2016.~~2017.

Depreciation expense ~~increased~~decreased by ~~$2.5~~$4.2 million for the three months ended March 31, ~~2017~~2018 as compared to the same period in ~~2016.~~2017. The ~~net increase~~decrease is primarily the result of:

$16.4 million of ~~higher~~lower depreciation due to the effect of ~~$14.7~~35 aircraft sold; and

$1.4 million due to ~~aircraft acquisitions.~~changes in asset lives, residual values and other changes.

This ~~increase~~decrease was partially offset by ~~a $12.1~~an increase of $13.5 million ~~decrease~~ due to the effect of 50 aircraft ~~sold.~~acquired.

Interest, net consisted of the following:


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
	(Dollars in thousands)						(Dollars in thousands)
Interest on borrowings and other liabilities⁽¹⁾	$	58,839		$	53,324		$	53,978		$	58,839
Amortization of interest rate derivatives related to deferred losses	581			5,372			301			581
Amortization of deferred financing fees and debt discount⁽²⁾	4,155			5,607			3,532			4,155
Interest expense	63,575			64,303			57,811			63,575
Less: Interest income	(414		)	(62		)	(703		)	(414		)
Less: Capitalized interest	(93		)	—			—			(93		)
Interest, net	$	63,068		$	64,241		$	57,108		$	63,068


~~(1)~~	~~Includes $1,509 in loan termination fees related to the sale of one aircraft during the three months ended March 31, 2016.~~


~~(2)~~	~~Includes $1,972 in deferred financing fees written off related to the sale of one aircraft during the three months ended March 31, 2016.~~

Interest, net decreased by ~~$1.2~~$6.0 million as compared to the three months ended March 31, ~~2016.~~2017. The ~~net~~ decrease is primarily a result of lower ~~amortization of deferred losses on terminated interest rate derivatives of $4.8 million and lower amortization of deferred financing fees of $1.5 million, partially offset by higher~~ interest on our borrowings of ~~$5.5~~$4.9 million ~~primarily due to higher~~as a result of lower weighted average debt ~~outstanding during the three months ended March 31, 2017 as compared to a year ago.~~

outstanding.

Selling, general and administrative expenses for the three months ended March 31, ~~2017~~2018 increased ~~$0.7~~$1.7 million over the same period in ~~2016 primarily~~2017, as a result of higher ~~non-cash share-based payment expense.~~personnel costs.

Maintenance and other costs were ~~$2.9~~$1.0 million for the three months ended March 31, ~~2017, an increase~~2018, a decrease of ~~$1.5~~$1.9 million over the same period in ~~2016.~~2017. The net ~~increase~~decrease is primarily ~~related~~attributable to ~~higher~~lower maintenance costs ~~of $1.0 million~~ related to ~~scheduled~~ terminations and transitions for the three months ended March 31, ~~2017~~2018 versus the same period in ~~2016.~~2017.

Other income (expense)

~~Gain on sale of flight equipment~~Total other income (expense) ~~decreased~~increased by ~~$12.1 million, to $0.8~~$4.3 million for the three months ended March 31, ~~2017,~~2018 as compared to ~~gains of $12.8 million for~~ the ~~same period~~three months ended March 31, 2017. The net increase in ~~2016, as we sold fewer aircraft in 2017 as compared~~other income was primarily attributable to ~~2016.~~mark-to-market on our undesignated hedges.

Income tax (benefit) provision

Our ~~provision for~~ income ~~taxes~~tax (benefit) provision for the three months ended March 31, 2018 and 2017 ~~and 2016~~ was ~~$1.8~~$(0.8) million and ~~$3.9~~$1.8 million, respectively. Income taxes have been provided based on the applicable tax laws and rates of those countries in which operations are conducted and income is earned, primarily Ireland ~~Singapore~~ and the United States. The decrease in our income tax provision of approximately ~~$2.1~~$2.7 million for the three months ended March 31, ~~2017~~2018 as compared to the same period in ~~2016~~2017 was primarily attributable to changes in operating income subject to tax in Ireland, ~~Singapore,~~ the United States and other ~~jurisdictions.~~jurisdictions, including the recording of the discrete item of $2.8 million tax benefit related to the Singapore rate reduction from 10% to 8%.

The Company received an assurance from the Bermuda Minister of Finance that it would be exempted from local income, withholding and capital gains taxes until March 2035. Consequently, the provision for income taxes recorded relates to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that impose income taxes, primarily the United States and Ireland.

Other comprehensive income


	Three Months Ended March 31,					Three Months Ended March 31,
	2017		2016			2018		2017
	(Dollars in thousands)					(Dollars in thousands)
Net income	$	42,439	$	36,262		$	57,547	$	42,439
Net change in fair value of derivatives, net of tax expense of $0 and $0, respectively	—		(1		)
Derivative loss reclassified into earnings	581		5,372			301		581
Total comprehensive income	$	43,020	$	41,633		$	57,848	$	43,020

Other comprehensive income increased by ~~$1.4~~$14.8 million for the three months ended March 31, ~~2017,~~2018, as a result of a ~~$6.2~~$15.1 million increase in net income, partially offset by a decrease of ~~$4.8~~$0.3 million in amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.

Aircraft Monitoring List

At March 31, ~~2017, we considered six freighter~~2018, no aircraft ~~and eight passenger~~were on our monitoring list. We monitor our fleet for aircraft ~~with a total net book value of $614.9 million to be~~that are more susceptible to failing our recoverability assessments within one year due to their sensitivity to changes in contractual cash flows, future cash flow estimates and aircraft residual or scrap values.

The majority of the aircraft on the Monitoring List by net book value are freighters. Three of the freighters are Boeing 747-400 models that were converted from passenger to cargo configuration and are in excess of 22 years old. It is assumed they will be sold for scrap as their leases expire over the next two years.

The other three freighter aircraft on the Monitoring List are Boeing 747-400 “production” freighter models that are approximately ten years old. Our useful life assumptions for these aircraft were reduced during our Fleet Review in 2014. We expect rental levels will drop from current levels over the next two years once the current leases expire or rentals are reset.

The eight passenger aircraft on the Monitoring List consist of three 22 year old Boeing 757 aircraft, which we anticipate selling as they come off lease; the other five aircraft are older Airbus A330s that are either on lease or subject to a lease commitment. Future rental assumptions for these Airbus A330 aircraft were reduced as part of the Fleet Review completed during the second quarter of 2016.

Aircraft Type Number of Aircraft
Percent of
Net
Book Value
Passenger aircraft 8 4.0%
Freighter aircraft 6 5.3%

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note 1 - “Summary of Significant Accounting Policies – Organization and Basis of Presentation” in the Notes to Unaudited Consolidated Financial Statements above.

RECENTLY UNADOPTED ACCOUNTING PRONOUNCEMENTS

See Note 1 - “Summary of Significant Accounting Policies – Recent Accounting Pronouncements” in the Notes to Unaudited Consolidated Financial Statements above.

LIQUIDITY AND CAPITAL RESOURCES

Our business is very capital intensive, requiring significant investments in order to expand our fleet and to maintain and improve our existing portfolio. Our operations generate a significant amount of cash, primarily from lease rentals and maintenance collections. We have also met our liquidity and capital resource needs by utilizing several sources over time, including:

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; and~~

~~asset sales.~~shares.

Going forward, we expect to continue to seek liquidity from these sources and other sources, subject to pricing and conditions we consider satisfactory.

During the first three months of ~~2017,~~2018, we met our liquidity and capital resource needs with ~~$131.6~~$142.4 million of cash flow from operations ~~$500.0 million in gross proceeds from the issuance of our Senior Notes due 2024~~ and ~~$16.8~~$43.9 million of cash from aircraft sales.

As of March 31, ~~2017,~~2018, the weighted-average maturity of our secured and unsecured debt financings was ~~3.8~~3.4 years and we are in compliance with all applicable covenants.

We believe that cash on hand, payments received from lessees and other funds generated from operations, secured borrowings for aircraft, borrowings under our revolving credit facilities and other borrowings and proceeds from future aircraft sales will be sufficient to satisfy our liquidity and capital resource needs over the next twelve months. Our liquidity and capital resource needs include payments due under our aircraft purchase obligations, required principal and interest payments under our long-term debt facilities, expected capital expenditures, lessee maintenance payment reimbursements and lease incentive payments over the next twelve months.

Cash Flows

Three Months Ended March 31,
2017 2016
(Dollars in thousands)
Net cash flow provided by operating activities $ 131,576
$ 121,264
Net cash flow provided by (used in) investing activities (157,252 ) 198,099
Net cash flow provided by financing activities 439,471
97,664



	Three Months Ended March 31,
	2018			2017
	(Dollars in thousands)
Net cash flow provided by operating activities	$	142,412		$	131,576
Net cash flow used in investing activities	(44,119		)	(157,252		)
Net cash flow (used in) provided by financing activities	(99,811		)	439,471

Operating Activities:

Cash flow provided by operations was $~~131.6~~142.4 million and $~~121.3~~131.6 million for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The increase in cash flow provided by operations of ~~approximately $10.3~~$10.8 million for the three months ended March 31, ~~2017~~2018 versus the same period in ~~2016~~2017 was primarily a result ~~of:~~

of a ~~$12.9 million increase in cash from lease rentals, net of finance and sales-type leases;~~

~~a $2.0~~$9.4 million increase in cash received from maintenance ~~revenue;~~revenue and

a ~~$0.7~~$3.4 million ~~decrease~~net increase in cash ~~paid for taxes.~~

from lease rentals and finance and sales-type leases. These inflows were ~~partially~~ offset ~~by:~~

•by a $3.0 ~~million decrease in cash from working capital; and~~

•~~a $1.5~~ million increase in cash paid for ~~maintenance.~~taxes.

Investing Activities:

Cash flow used in investing activities was $44.1 million and $157.3 million for the three months ended March 31, 2018 and 2017, ~~as compared to cash flow provided by investing activities of $198.1 million for the three months ended March 31, 2016.~~respectively. The ~~net increase~~decrease in cash flow used in investing activities of ~~$355.4~~$113.1 million for the three months ended March 31, ~~2017~~2018 versus the same period in ~~2016~~2017 was primarily a result of:

•an $80.0 million net decrease in the acquisition and improvement of flight equipment and net investments in finance and sales-type leases;

a ~~$289.2~~$27.1 million ~~decrease~~increase in proceeds from the sale of flight equipment; and

•a ~~$45.5~~$4.8 million increase ~~in the acquisition and improvement of flight equipment; and~~

•~~a $33.8 million increase in net investments in finance and sales-type leases.~~

~~These outflows were offset by:~~

~~a $7.7 million decrease in unconsolidated equity method investments compared to the same period in 2016; and~~

~~a $5.2 million net decrease~~ in aircraft purchase deposits ~~received.~~and progress payments, net of returned deposits.

Financing Activities:

Cash flow ~~provided by~~used in financing activities was ~~$439.5 million and $97.7~~$99.8 million for the three months ended March 31, ~~2017 and 2016, respectively. The increase in~~2018 as compared to cash flow provided by financing activities of ~~$341.8~~$439.5 million for the three months ended March 31, ~~2017~~2017. The net increase in cash flow used in financing activities of $539.3 million for the three months ended March 31, 2018 versus the same period in ~~2016~~2017 was primarily a result of:

a ~~$321.8~~$500.0 million decrease in ~~Revolver~~proceeds from secured and ~~ECA Financing repayments;~~unsecured financings;

a ~~$30.7~~$70.5 million ~~decrease~~increase in ~~shares repurchased;~~securitization and term debt financing repayments; and

a ~~$1.4~~$6.9 million ~~decrease~~increase in ~~deferred financing costs.~~shares repurchased.

These outflows were offset ~~by:~~

by a ~~$10.5~~$31.7 million ~~increase~~decrease in maintenance and security deposits returned, net of deposits ~~received;~~received and

~~a $1.6~~ an $8.0 million ~~increase~~decrease in ~~dividends paid.~~deferred financing costs.

Debt Obligations

For complete information on our debt obligations, please refer to Note 7 - “Secured and Unsecured Debt Financings” in the Notes to Unaudited Consolidated Financial Statements above.

Contractual Obligations

Our contractual obligations consist of principal and interest payments on debt, payments on interest rate derivatives, other aircraft acquisition agreements and rent payments ~~pursuant~~related to our office leases. Total contractual obligations ~~increased~~decreased to ~~$7.20~~$6.50 billion at March 31, ~~2017~~2018 from ~~$6.50~~$6.61 billion at December 31, ~~2016~~2017, due primarily to debt amortization, partially offset by an increase in ~~borrowings and interest payments as a result of the closing of our Senior Notes due 2024 in March 2017 and an increase in~~aircraft purchase ~~obligations for aircraft to be acquired, partially offset by the amortization of our other financings.~~obligations.

The following table presents our actual contractual obligations and their payment due dates as of March 31, ~~2017~~2018:


	Payments Due by Period as of March 31, 2017										Payments Due by Period as of March 31, 2018
Contractual Obligations	Total		1 year or less		2-3 years		4-5 years		More than 5 years		Total		1 year or less		2-3 years		4-5 years		More than 5 years
	(Dollars in thousands)										(Dollars in thousands)
Principal payments:
Senior Notes due 2017 - 2024	$	3,700,000	$	500,000	$	900,000	$	1,300,000	$	1,000,000
Senior Notes due 2018 - 2024											$	3,200,000	$	400,000	$	1,300,000	$	500,000	$	1,000,000
Unsecured Term Loan	120,000		—		120,000		—		—		120,000		—		120,000		—		—
Revolving Credit Facilities	—		—		—		—		—		100,000		—		100,000		—		—
ECA Financings	294,759		42,951		90,535		95,196		66,077		218,006		38,752		81,760		78,068		19,426
Bank Financings	915,531		139,598		198,511		153,609		423,813		618,203		81,575		124,127		120,412		292,089
Total principal payments	5,030,290		682,549		1,309,046		1,548,805		1,489,890		4,256,209		520,327		1,725,887		698,480		1,311,515

Interest payments on debt obligations⁽¹⁾	990,247		225,384		399,291		228,096		137,476		745,252		215,959		321,799		153,481		54,013
Office leases⁽²⁾	17,928		1,033		2,927		3,230		10,738		18,522		2,066		3,912		3,358		9,186
Purchase obligations⁽³⁾	1,164,088		251,020		669,800		243,268		—		1,475,400		508,277		967,123		—		—
Total	$	7,202,553	$	1,159,986	$	2,381,064	$	2,023,399	$	1,638,104	$	6,495,383	$	1,246,629	$	3,018,721	$	855,319	$	1,374,714


(1)	Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at March 31, ~~2017.~~2018.


(2)	Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.


(3)	At March 31, ~~2017,~~2018, we had commitments to acquire 3537 aircraft for ~~$1.16~~$1.48 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 April ~~28, 2017,~~27, 2018, we have commitments to acquire 3039 aircraft for ~~$1.11~~$1.53 billion.

Capital Expenditures

From time to time, we make capital expenditures to maintain or improve our aircraft. These expenditures include the cost of major overhauls necessary to place an aircraft in service and modifications made at the request of lessees. For the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we incurred a total of ~~$10.8~~$1.6 million and ~~$10.6~~$10.8 million, respectively, of capital expenditures (including lease incentives) related to the ~~acquisition and~~ improvement of aircraft.

As of March 31, ~~2017,~~2018, the weighted average age by net book value of our aircraft was approximately ~~8.2~~9.3 years. In general, the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft. Our lease agreements call for the lessee to be primarily responsible for maintaining the aircraft. We may incur additional maintenance and modification costs in the future in the event we are required to remarket an aircraft or a lessee fails to meet its maintenance obligations under the lease agreement. These maintenance reserves are paid by the lessee to provide for future maintenance events. Provided a lessee performs scheduled maintenance of the aircraft, we are required to reimburse the lessee for scheduled maintenance payments. In certain cases, we are also required to make lessor contributions, in excess of amounts a lessee may have paid, towards the costs of maintenance events performed by or on behalf of the lessee.

Actual maintenance payments to us by lessees in the future may be less than projected as a result of a number of factors, including defaults by the lessees. Maintenance reserves may not cover the entire amount of actual maintenance expenses

incurred and, where these expenses are not otherwise covered by the lessees, there can be no assurance that our operational cash flow and maintenance reserves will be sufficient to fund maintenance requirements, particularly as our aircraft age. See Item 1A. “Risk Factors - Risks Related to Our Business - Risks related to our leases - If lessees are unable to fund their maintenance obligations on our aircraft, we may incur increased costs at the conclusion of the applicable lease” in our ~~2016~~2017 Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

We entered into two joint venture arrangements in order to help expand our base of new business opportunities. None of these joint ventures qualifies for consolidated accounting treatment. The assets and liabilities of these entities are not included in our Consolidated Balance Sheets and we record our net investment under the equity method of accounting. See Note 5 - “Unconsolidated Equity Method Investments” in the Notes to Unaudited Consolidated Financial Statements above.

We hold a 30% equity interest in our Lancaster joint venture and a 25% equity interest in our IBJ Air joint venture. At March 31, ~~2017,~~2018, the net book value of our two joint ventures’ ~~thirteen~~twelve aircraft was approximately ~~$682~~$634 million.

Foreign Currency Risk and Foreign Operations

At March 31, ~~2017~~2018, all of our leases are payable to us in U.S. dollars. However, we incur Euro and Singapore dollar-denominated expenses in connection with our subsidiaries in Ireland and Singapore. For the three months ended March 31, ~~2017~~2018, expenses, such as payroll and office costs, denominated in currencies other than the U.S. dollar aggregated approximately ~~$5.0~~$4.4 million in U.S. dollar equivalents and represented approximately ~~31%~~25% of total selling, general and administrative expenses. Our international operations are a significant component of our business strategy and permit us to more effectively source new aircraft, service the aircraft we own and maintain contact with our lessees. Therefore, our international operations and our exposure to foreign currency risk will likely increase over time. Although we have not yet entered into foreign currency hedges because our exposure to date has not been significant, if our foreign currency exposure increases, we may enter into hedging transactions in the future to mitigate this risk. For the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we incurred insignificant net gains and losses on foreign currency transactions.

~~Hedging~~

~~For complete information on our derivative instruments, please refer to Note 16 - “Accumulated Other Comprehensive Loss” in the Notes to Unaudited Consolidated Financial Statements above.~~

Management’s Use of EBITDA and Adjusted EBITDA

We define EBITDA as income (loss) from continuing operations before income taxes, interest expense, and depreciation and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-U.S. GAAP measure is helpful in identifying trends in our performance.

This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals, as well as achieving optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

EBITDA provides us with a measure of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges on our outstanding debt) and asset base (primarily depreciation and amortization) from our operating results. Accordingly, this metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure, or expenses, of the organization. EBITDA is one of the metrics used by senior management and the Board of Directors to review the consolidated financial performance of our business.

We define Adjusted EBITDA as EBITDA (as defined above) further adjusted to give effect to adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes. Adjusted EBITDA is a material component of these covenants.

The table below shows the reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended March 31, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018			2017
					(Dollars in thousands)
Net income	$	42,439	$	36,262	$	57,547		$	42,439
Depreciation	79,174		76,647		75,002			79,174
Amortization of lease premiums, discounts and incentives	3,112		1,070		3,128			3,112
Interest, net	63,068		64,241		57,108			63,068
Income tax provision	1,846		3,939
Income tax (benefit) provision					(844		)	1,846
EBITDA	189,639		182,159		191,941			189,639
Adjustments:
Impairment of flight equipment	500		—		—			500
Non-cash share-based payment expense	2,102		1,643		2,378			2,102
Loss on mark-to-market of interest rate derivative contracts	1,150		77
(Gain) loss on mark-to-market of interest rate derivative contracts					(3,174		)	1,150
Adjusted EBITDA	$	193,391	$	183,879	$	191,145		$	193,391

Management’s Use of Adjusted Net Income (“ANI”)

Management believes that ANI, when viewed in conjunction with the Company’s results under U.S. GAAP and the below reconciliation, provides useful information about operating and period-over-period performance and additional information that is useful for evaluating the underlying operating performance of our business without regard to periodic reporting elements related to interest rate derivative accounting, changes related to refinancing activity and non-cash share-based payment expense.

The table below shows the reconciliation of net income to ANI for the three months ended March 31, ~~2017~~2018 and ~~2016:~~2017:

Three Months Ended March 31,
2017 2016

Net income $ 42,439
$ 36,262
Loan termination fee⁽¹⁾
—
1,509
Loss on mark-to-market of interest rate derivative contracts⁽²⁾
1,150
77
Write-off of deferred financing fees⁽¹⁾
—
1,972
Non-cash share-based payment expense⁽³⁾
2,102
1,643
Securitization No. 1 hedge loss amortization charges ⁽¹⁾
—
2,628
Adjusted net income $ 45,691
$ 44,091



	Three Months Ended March 31,
	2018			2017
	(Dollars in thousands)
Net income	$	57,547		$	42,439
(Gain) loss on mark-to-market of interest rate derivative contracts⁽¹⁾	(3,174		)	1,150
Non-cash share-based payment expense⁽²⁾	2,378			2,102
Adjusted net income	$	56,751		$	45,691

(1) Included in ~~Interest, net.~~

~~(2) Included in~~ Other income (expense).

~~(3)~~(2) Included in Selling, general and administrative expenses.


	Three Months Ended March 31,		Three Months Ended March 31,
Weighted-average shares:	2017	2016	2018	2017
Common shares outstanding	78,176,705	78,543,457	78,366,588	78,176,705
Restricted common shares	503,802	572,356	431,161	503,802
Total weighted-average shares	78,680,507	79,115,813	78,797,749	78,680,507



	Three Months Ended March 31,
Percentage of weighted-average shares:	2018		2017
Common shares outstanding	99.45	%	99.36	%
Restricted common shares⁽¹⁾	0.55	%	0.64	%
Total percentage of weighted-average shares	100.00	%	100.00	%

Three Months Ended March 31,
Percentage of weighted-average shares: 2017 2016
Common shares outstanding 99.36 % 99.28 %
Restricted common shares⁽¹⁾
0.64 % 0.72 %
Total percentage of weighted-average shares 100.00 % 100.00 %



	Three Months Ended March 31,
	2018	2017
Weighted-average common shares outstanding – Basic	78,366,588	78,176,705
Effect of dilutive shares⁽²⁾	228,019	194,848
Weighted average common shares outstanding – Diluted	78,594,607	78,371,553

Three Months Ended March 31,
2017 2016
Weighted-average common shares outstanding – Basic 78,176,705
78,543,457
Effect of dilutive shares⁽²⁾
194,848
—
Weighted average common shares outstanding – Diluted 78,371,553
78,543,457


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
							(Dollars in thousands, except per share amounts)
Adjusted net income allocation:
Adjusted net income	$	45,691		$	44,091		$	56,751		$	45,691
Less: Distributed and undistributed earnings allocated to restricted common shares⁽¹⁾⁽²⁾	(293		)	(319		)	(311		)	(293		)
Adjusted net income allocable to common shares – Basic and Diluted	$	45,398		$	43,772		$	56,440		$	45,398

Adjusted net income per common share – Basic and Diluted	$	0.58		$	0.56		$	0.72		$	0.58


(1)	For the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, distributed and undistributed earnings to restricted shares ~~are~~were 0.55% and 0.64% ~~and 0.72%~~, respectively, of net income. The amount of restricted share forfeitures for ~~all~~both periods present is immaterial to the allocation of distributed and undistributed earnings.


(2)	For ~~the three months ended March 31, 2017,~~both periods presented, dilutive shares represented contingently issuable ~~shares related to the Company’s PSUs. For the three months ended March 31, 2016, we had no dilutive~~ shares.

Limitations of EBITDA, Adjusted EBITDA and ANI

An investor or potential investor may find EBITDA, Adjusted EBITDA and ANI important measures in evaluating our performance, results of operations and financial position. We use these non-U.S. GAAP measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

EBITDA, Adjusted EBITDA and ANI have limitations as analytical tools and should not be viewed in isolation or as substitutes for U.S. GAAP measures of earnings (loss). Material limitations in making the adjustments to our earnings (loss) to calculate EBITDA, Adjusted EBITDA and ANI, and using these non-U.S. GAAP measures as compared to U.S. GAAP net income (loss), income (loss) from continuing operations and cash flows provided by or used in operations, include:

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;~~charges; and

adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes.

EBITDA, Adjusted EBITDA and ANI are not alternatives to net income (loss), income (loss) from operations or cash flows provided by or used in operations as calculated and presented in accordance with U.S. GAAP. You should not rely on these non-U.S. GAAP measures as a substitute for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliations to U.S. GAAP net income (loss), along with our consolidated financial statements included

elsewhere in this report. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because EBITDA, Adjusted EBITDA and ANI are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, EBITDA, Adjusted EBITDA and ANI as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. These risks are highly sensitive to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates. Our primary interest rate exposures relate to our lease agreements, floating rate debt obligations and interest rate derivatives. Rent payments under our aircraft lease agreements typically do not vary during the term of the lease according to changes in interest rates. However, our borrowing agreements generally require payments based on a variable interest rate index, such as LIBOR. Therefore, to the extent our borrowing costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any corresponding increase in rents or cash flow from our securities.

Changes in interest rates may also impact our net book value as our interest rate derivatives are periodically marked-to-market through shareholders’ equity. Generally, we are exposed to loss on our fixed pay interest rate derivatives to the extent interest rates decrease below their contractual fixed rate.

The relationship between spreads on derivative instruments may vary from time to time, resulting in a net aggregate book value increase or decrease. Changes in the general level of interest rates can also affect our ability to acquire new investments and our ability to realize gains from the settlement of such assets.

Sensitivity Analysis

The following discussion about the potential effects of changes in interest rates is based on a sensitivity analysis, which models the effects of hypothetical interest rate shifts on our financial condition and results of operations. Although we believe a sensitivity analysis provides the most meaningful analysis permitted by the rules and regulations of the SEC, it is constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by the inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of a sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential interest expense impacts on our financial instruments and, in particular, does not address the mark-to-market impact on our interest rate derivatives. It also does not include a variety of other potential factors that could affect our business as a result of changes in interest rates.

A hypothetical 100-basis point increase/decrease in our variable interest rates would increase/decrease the minimum contracted rentals on our portfolio as of March 31, ~~2017~~2018 by ~~$3.5~~$3.8 million and ~~$3.5~~$3.8 million, respectively, over the next twelve months. As of March 31, ~~2017,~~2018, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an interest expense increase/decrease of ~~$5.9~~$4.2 million and ~~$6.5~~$6.2 million, respectively, net of amounts received from our interest rate derivatives, over the next twelve months. In September 2016, we purchased an interest rate cap ~~for $2.3 million~~ to hedge ~~approximately 70%~~a portion of our floating rate interest exposure. The interest rate cap is set at 2% and has a current notional balance of ~~$420.0~~$390.0 million and reduces over time to $215.0 million. The cap matures in September 2021.


ITEM 4.	CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Exchange Act Rules 13a-15(e) and 15d-15(e). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation

of the Company’s management, including the CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures as of March 31, ~~2017~~2018. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of March 31, ~~2017~~2018.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), that occurred during the quarter ended March 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. — OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The Company is not a party to any material legal or adverse regulatory proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the disclosure related to the risk factors described in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, ~~2016.~~2017.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In February 2016, our Board of Directors authorized the repurchase of $100.0 million of the Company’s common shares. During the first quarter of ~~2017~~2018, we purchased our common shares as follows:


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⁾		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)						(Dollars in thousands, except per share amounts)
January 1 through January 31	120,378	$	20.85	—	$	95,888	100,572	$	23.39	—	$	95,888
February 1 through February 28	—	—		—	95,888		—	—		—	95,888
March1 through March 31	—	—		—	95,888
March 1 through March 31							361,880	19.51		354,737	88,970
Total	120,378	$	20.85	—	$	95,888	462,452	$	20.35	354,737	$	88,970

(1)

We repurchased an additional 138,952 common shares at a total cost of $2.7 million, including commissions, during April 2018. Under our current repurchase program, we have repurchased an aggregate of ~~217,574~~711,263 common shares at an aggregate cost of ~~$4.1~~$13.8 million, including commissions. The remaining dollar value of common shares that may be repurchased under the program is $86.2 million.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS



Exhibit No.		Description of Exhibit

3.1		Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).

3.2		Amended Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3 (No. 333-182242) filed on June 20, 2012).

4.1		Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).

4.2		Indenture, dated as of April 4, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).

4.3		Indenture, dated as of November 30, 2012, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2012).

4.4		Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015).

4.5		Amendment No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and among Aircastle Limited, Marubeni Corporation, and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).

4.6		Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee Citigroup Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013).

4.7		First Supplemental Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 6, 2013).

4.8		Second Supplemental Indenture, dated as of March 26, 2014, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, 2014).

4.9		Third Supplemental Indenture, dated as of January 15, 2015, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2015).

4.10		Fourth Supplemental Indenture, dated as of March 24, 2016, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 24, 2016).

4.11		Fifth Supplemental Indenture, dated as of March 20, 2017, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 20, 2017).

~~10.1~~		Letter Agreement, dated as of October 4, 2016, by and between Aircastle Advisor LLC and Aaron Dahlke (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2016).

~~10.2~~		Form of Restricted Share Unit Agreement under the Aircastle Limited 2014 Omnibus Incentive Plan. *

31.1		Certification by the Chief Executive Officer ~~and~~pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *

31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *

32.1		Certification of Chief Executive Officer ~~and~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

99.1		Owned Aircraft Portfolio at March 31, ~~2017.~~2018. *

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2017,~~2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, ~~2017~~2018 and December 31, ~~2016;~~2017; (ii) Consolidated Statements of Income for the three months ended March 31, ~~2017~~2018 and ~~2016;~~2017; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2017~~2018 and ~~2016;~~2017; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2017~~2018 and ~~2016;~~2017; and (v) Notes to Unaudited Consolidated Financial Statements. *

*Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May ~~4, 2017~~3, 2018



	AIRCASTLE LIMITED
	(Registrant)
	By:	/s/ ~~Aaron Dahlke~~Jose Maronilla, Jr.
		~~Aaron Dahlke~~Jose Maronilla, Jr.
		Chief Accounting Officer and Authorized Officer

4342



Aircraft Type	Number of Aircraft	Percent of Net Book Value
Passenger aircraft	8	4.0%
Freighter aircraft	6	5.3%