UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20182019
or
¨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)

Bermuda98-0444035
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
  
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400, Stamford, CT 06901
06901
(Address of principal executive offices)(Zip Code)Principal Executive Offices)
Registrant’s telephone number, including area codecode:     (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 filerþAccelerated 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
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class                            Trading SymbolName of Each Exchange on Which Registered                            
Common Shares, par value $0.01 per shareAYRNew York Stock Exchange
As of April 27, 201830, 2019, there were 78,388,98575,112,638 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.
  
Item 1. 
 Consolidated Balance Sheets as of March 31, 20182019 and December 31, 20172018
 Consolidated Statements of Income for the three months ended March 31, 20182019 and 20172018
 Consolidated Statements of Comprehensive Income for the three months ended March 31, 20182019 and 20172018
 Consolidated Statements of Cash Flows for the three months ended March 31, 20182019 and 20172018
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018
 
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Item 4.
  
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

PART I. — FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Aircastle Limited and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)

March 31,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
(Unaudited)  (Unaudited)  
ASSETS      
Cash and cash equivalents$210,815
 $211,922
$92,629
 $152,719
Restricted cash and cash equivalents21,524
 21,935
15,579
 15,134
Accounts receivable7,818
 12,815
15,636
 15,091
Flight equipment held for lease, net of accumulated depreciation of $1,109,182 and $1,125,594, respectively6,143,695
 6,188,469
Net investment in finance and sales-type leases533,373
 545,750
Flight equipment held for lease, net of accumulated depreciation of $1,276,266 and $1,221,985, respectively7,138,689
 6,935,585
Net investment in direct financing and sales-type leases505,964
 469,180
Unconsolidated equity method investments78,220
 76,982
76,306
 69,111
Other assets173,654
 141,210
177,398
 214,361
Total assets$7,169,099
 $7,199,083
$8,022,201
 $7,871,181
      
LIABILITIES AND SHAREHOLDERS’ EQUITY      
LIABILITIES      
Borrowings from secured financings, net of debt issuance costs$824,189
 $849,874
Borrowings from unsecured financings, net of debt issuance costs3,391,224
 3,463,732
Borrowings from secured financings, net of debt issuance costs and discounts$773,153
 $798,457
Borrowings from unsecured financings, net of debt issuance costs and discounts4,128,491
 3,962,896
Accounts payable, accrued expenses and other liabilities139,961
 140,221
156,887
 153,341
Lease rentals received in advance66,350
 57,630
91,190
 87,772
Security deposits130,350
 130,628
124,989
 120,962
Maintenance payments679,571
 649,434
734,552
 739,072
Total liabilities5,231,645
 5,291,519
6,009,262
 5,862,500
      
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, 78,539,191 shares issued and outstanding at March 31, 2018; and 78,707,963 shares issued and outstanding at December 31, 2017785
 787
Common shares, $0.01 par value, 250,000,000 shares authorized, 75,077,638 shares issued and outstanding at March 31, 2019; and 75,454,511 shares issued and outstanding at December 31, 2018751
 754
Additional paid-in capital1,522,113
 1,527,796
1,460,564
 1,468,779
Retained earnings415,605
 380,331
551,624
 539,332
Accumulated other comprehensive loss(1,049) (1,350)
 (184)
Total shareholders’ equity1,937,454
 1,907,564
2,012,939
 2,008,681
Total liabilities and shareholders’ equity$7,169,099
 $7,199,083
$8,022,201
 $7,871,181

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,
2018 20172019 2018
Revenues:      
Lease rental revenue$177,483
 $190,586
$181,234
 $177,483
Finance and sales-type lease revenue9,442
 4,073
Direct financing and sales-type lease revenue8,443
 9,442
Amortization of lease premiums, discounts and incentives(3,128) (3,112)(5,711) (3,128)
Maintenance revenue11,991
 12,287
16,401
 11,991
Total lease revenue195,788
 203,834
200,367
 195,788
Gain on sale of flight equipment5,768
 759
12,002
 5,768
Other revenue1,124
 439
1,558
 1,124
Total revenues202,680
 205,032
213,927
 202,680
      
Operating expenses:      
Depreciation75,002
 79,174
84,735
 75,002
Interest, net57,108
 63,068
63,463
 57,108
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
Selling, general and administrative (including non-cash share-based payment expense of $2,726 and $2,378 for the three months ended March 31, 2019 and 2018, respectively)18,000
 17,835
Maintenance and other costs988
 2,931
7,404
 988
Total expenses150,933
 161,840
Total operating expenses173,602
 150,933
      
Total other income (expense)3,174
 (1,149)(2,061) 3,174
      
Income from continuing operations before income taxes and earnings of unconsolidated equity method investments54,921
 42,043
Income tax (benefit) provision(844) 1,846
Earnings of unconsolidated equity method investments, net of tax1,782
 2,242
Income from continuing operations before income taxes and earnings (loss) of unconsolidated equity method investments38,264
 54,921
Income tax provision (benefit)3,098
 (844)
Earnings (loss) of unconsolidated equity method investments, net of tax(356) 1,782
Net income$57,547
 $42,439
$34,810
 $57,547
      
Earnings per common share — Basic:      
Net income per share$0.73
 $0.54
$0.46
 $0.73
      
Earnings per common share — Diluted:      
Net income per share$0.73
 $0.54
$0.46
 $0.73
      
Dividends declared per share$0.28
 $0.26
$0.30
 $0.28

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,
2018 20172019 2018
      
Net income$57,547
 $42,439
$34,810
 $57,547
Other comprehensive income, net of tax:      
Net derivative loss reclassified into earnings301
 581
184
 301
Other comprehensive income301
 581
184
 301
Total comprehensive income$57,848
 $43,020
$34,994
 $57,848


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,
2018 20172019 2018
Cash flows from operating activities:      
Net income$57,547
 $42,439
$34,810
 $57,547
Adjustments to reconcile net income to net cash provided by operating activities:   
Adjustments to reconcile net income to net cash and restricted cash provided by operating activities:   
Depreciation75,002
 79,174
84,735
 75,002
Amortization of deferred financing costs3,533
 4,155
3,364
 3,533
Amortization of lease premiums, discounts and incentives3,128
 3,112
5,711
 3,128
Deferred income taxes1,306
 1,309
3,164
 1,306
Non-cash share-based payment expense2,378
 2,102
2,726
 2,378
Cash flow hedges reclassified into earnings301
 581
184
 301
Collections on direct financing and sales-type leases5,925
 6,493
Security deposits and maintenance payments included in earnings(665) (10,524)(14,975) (665)
Gain on sale of flight equipment(5,768) (759)(12,002) (5,768)
Impairment of flight equipment
 500
Other(4,501) 112
1,613
 (4,501)
Changes in certain assets and liabilities:      
Accounts receivable4,320
 (1,407)(3,662) 4,320
Other assets(2,666) (1,000)(1,030) (2,666)
Accounts payable, accrued expenses and other liabilities(57) 14,334
(7,337) (57)
Lease rentals received in advance8,554
 (2,552)3,134
 8,554
Net cash and restricted cash provided by operating activities142,412
 131,576
106,360
 148,905
Cash flows from investing activities:      
Acquisition and improvement of flight equipment(82,493) (142,053)(355,817) (82,493)
Proceeds from sale of flight equipment43,917
 16,819
56,307
 43,917
Net investment in finance and sales-type leases(16,256) (35,785)
Collections on finance and sales-type leases6,493
 5,614
Net investment in direct financing and sales-type leases
 (16,256)
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits2,900
 (1,935)19,697
 2,900
Unconsolidated equity method investments and associated costs(7,551) 
Other1,320
 88
1,118
 1,320
Net cash and restricted cash used in investing activities(44,119) (157,252)(286,246) (50,612)
Cash flows from financing activities:      
Repurchase of shares(9,413) (2,513)(11,424) (9,413)
Proceeds from secured and unsecured debt financings
 500,000
215,000
 
Repayments of secured and unsecured debt financings(101,725) (31,178)(76,131) (101,725)
Deferred financing costs
 (8,038)(1,921) 
Security deposits and maintenance payments received53,674
 41,049
45,149
 53,674
Security deposits and maintenance payments returned(20,262) (39,383)(27,914) (20,262)
Dividends paid(22,085) (20,466)(22,518) (22,085)
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
Net cash and restricted cash provided by (used in) financing activities120,241
 (99,811)
Net decrease in cash and restricted cash:(59,645) (1,518)
Cash and restricted cash at beginning of period233,857
 508,817
167,853
 233,857
Cash and restricted cash at end of period$232,339
 $922,612
$108,208
 $232,339





Aircastle Limited and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
(Unaudited)
 Three Months Ended March 31,
 2018 2017
Supplemental disclosures of cash flow information:   
Cash paid for interest, net of capitalized interest$36,949
 $37,778
Cash paid for income taxes$3,884
 $872
Supplemental disclosures of non-cash investing activities:   
Advance lease rentals, security deposits and maintenance payments assumed in asset acquisitions$7,751
 $65
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
 $
 Three Months Ended March 31,
 2019 2018
Reconciliation to Consolidated Balance Sheets:   
Cash and cash equivalents$92,629
 $210,815
Restricted cash and cash equivalents15,579
 21,524
    
Unrestricted and restricted cash and cash equivalents$108,208
 $232,339
    
Supplemental disclosures of cash flow information:   
Cash paid for interest, net of capitalized interest$54,673
 $36,949
Cash (received) paid for income taxes$(858) $3,884
Supplemental disclosures of non-cash investing activities:   
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets assumed in asset acquisitions$22,355
 $7,751
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets settled in sale of flight equipment$10,877
 $17,951
Transfers from flight equipment held for lease to Net investment in direct financing and sales-type leases and Other assets$42,709
 $31,430

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

Aircastle Limited and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except share amounts)
(Unaudited)
   
Additional
Paid-In
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Shareholders’
Equity
 Common Shares 
 Shares Amount 
Balance, December 31, 201875,454,511
 $754
 $1,468,779
 $539,332
 $(184) $2,008,681
Issuance of common shares to directors and employees276,923
 3
 (3) 
 
 
Repurchase of common shares from stockholders, directors and employees(653,796) (6) (11,418) 
 
 (11,424)
Amortization of share-based payments
 
 2,410
 
 
 2,410
Reclassification of prior year director stock award liability
 
 796
 
 
 796
Dividends declared
 
 
 (22,518) 
 (22,518)
Net income
 
 
 34,810
 
 34,810
Net derivative loss reclassified into earnings
 
 
 
 184
 184
Balance, March 31, 201975,077,638
 $751
 $1,460,564
 $551,624
 $
 $2,012,939
           

   
Additional
Paid-In
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 Total
Shareholders’
Equity
 Common Shares 
 Shares Amount 
Balance, December 31, 201778,707,963
 $787
 $1,527,796
 $380,331
 $(1,350) $1,907,564
Issuance of common shares to stockholders, directors and employees293,680
 3
 (3) 
 
 
Repurchase of common shares from stockholders, directors and employees(462,452) (5) (9,408) 
 
 (9,413)
Amortization of share-based payments
 
 2,048
 
 
 2,048
Reclassification of prior year director stock award liability
 
 1,680
 
 
 1,680
Dividends declared
 
 
 (22,085) 
 (22,085)
Net income
 
 
 57,547
 
 57,547
Adoption of accounting standard
 
 
 (188) 
 (188)
Net derivative loss reclassified into earnings
 
 
 
 301
 301
Balance, March 31, 201878,539,191
 $785
 $1,522,113
 $415,605
 $(1,049) $1,937,454


8

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019


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 officerChief 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, 20172018.
As part ofEffective January 1, 2019, the Company’s adoption ofCompany adopted Financial Accounting Standards Board (“FASB”) Accounting Standards UpdateCodification (“ASU”ASC”) No. 2014-09,842, RevenueLeases (“ASC 842”) which, together with all subsequent amendments, replaced the existing guidance in ASC 840, Leases (“ASC 840”). The accounting for leases by lessors remained largely unchanged from Contractsthe concepts that existed in ASC 840. The FASB decided that lessors would be precluded from recognizing selling profit and revenue at lease commencement for any sales-type or direct financing 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 Customers (Topic 606)that in the revenue recognition standard, which evaluates whether a sale has occurred from the customer’s perspective.,
As a result of the Company’s adoption of ASC 842, we have reclassified Gainrecognized right-of-use assets and lease liabilities on saleour Consolidated Balance Sheet as of flight equipment from Other income (expense) to RevenuesMarch 31, 2019, for our office leases classified as operating leases under ASC 842, existing at, or entered into after, January 1, 2019. We adopted the standard using the required “modified retrospective” approach and the available practical expedients. The standard did not have a material impact on our consolidated financial statements and related disclosures.
As part of the Company’s adoption of ASC 842, we classified collections on direct financing and sales-type leases within operating activities on our Consolidated Statement of Income as ofCash Flows for the three months ended 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.2019. This had previously been included within investing activities. The presentation for the three months ended March 31, 20172018, has also been reclassified to conform to the current period presentation:
 Three Months Ended March 31, 2017
Total revenues as previously reported$204,273
Gain on sale of flight equipment759
Total revenues$205,032
 Three Months Ended March 31, 2018
Net cash and restricted cash provided by operating activities as previously reported$142,412
Collections on direct financing and sales-type leases6,493
Net cash and restricted cash provided by operating activities$148,905
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, 20182019, 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
9

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019

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 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.
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.
Lease Revenue Recognition
We lease flight equipment under net operating leases with lease terms typically ranging from three to seven years. We generally do not offer renewal terms or purchase options in our leases, although certain of our operating leases allow the lessee the option to extend the lease for an additional term. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the initial lease, assuming no renewals. Operating lease rentals that adjust based on a London Interbank Offered Rate (“LIBOR”) index are recognized on a straight-line basis over the lease term using the prevailing rate at lease commencement. Changes to rate-based lease rentals are recognized in the statement of income in the period of change.
Flight Equipment Held for Lease and Depreciation
Estimated residual values are generally determined to be approximately 15% of the manufacturer’s estimated realized price for passenger aircraft when new and 5% to 10% for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case basis when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations of value or when events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an asset may not be recoverable.
Recent Accounting Pronouncements
On February 25, 2016, the FASB issued ASC 842, Leases (“ASC 842”) 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 reporting periods beginning after December 15, 2018. The standard is to be applied on a “modified retrospective” basis with a proposed practical expedient. We plan to adopt the standard on its required effective date of January 1, 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 ASUAccounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. and related updates. The standard affects entities holding financial assets and net investmentinvestments 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 standard replaces today’s incurred loss model with an expected loss model that requires entities to consider a broader range of information to estimate expected credit losses over the lifetime of the asset. Under the new standard, an allowance for credit losses is recorded which represents amounts not expected to be collected. The 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.

10

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.  The standard modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project.  The standard is effective for annual periods beginning after December 15, 2019, 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 related disclosures.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The standard requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use-software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred.  The standard is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted, including adoption in any interim period. We are in the process of determining the impact the standard will have on our consolidated financial statements and related disclosures.
In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities. The standard changes how all entities evaluate decision-making fees under the variable interest entity guidance. The standard is applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The standard is effective for annual periods beginning after December 15, 2019, 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.
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, 20182019 and December 31, 20172018 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, 2018
Using Fair Value Hierarchy
 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$210,815
 $210,815
 $
 $
 Market
Restricted cash and cash equivalents21,524
 21,524
 
 
 Market
Derivative assets6,428
 
 6,428
 
 Market
Total$238,767
 $232,339
 $6,428
 $
  

11
   
Fair Value Measurements at December 31, 2017
Using Fair Value Hierarchy
 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$211,922
 $211,922
 $
 $
 Market
Restricted cash and cash equivalents21,935
 21,935
 
 
 Market
Derivative assets3,254
 
 3,254
 
 Market
Total$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, 20182019

   
Fair Value Measurements at March 31, 2019
Using Fair Value Hierarchy
 Fair Value as of March 31, 2019 
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$92,629
 $92,629
 $
 $
 Market
Restricted cash and cash equivalents15,579
 15,579
 
 
 Market
Derivative assets2,806
 
 2,806
 
 Market
Total$111,014
 $108,208
 $2,806
 $
  
   
Fair Value Measurements at December 31, 2018
Using Fair Value Hierarchy
 Fair Value as of December 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$152,719
 $152,719
 $
 $
 Market
Restricted cash and cash equivalents15,134
 15,134
 
 
 Market
Derivative assets4,886
 
 4,886
 
 Market
Total$172,739
 $167,853
 $4,886
 $
  
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 assets included in Level 2 consistsconsist of United States dollar-denominated interest rate cap,caps, 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, 20182019 and the year ended December 31, 2017,2018, 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.value and the Company determines that the decline is other than temporary. 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.
On April 10, 2019, the Company early terminated the leases for seven Boeing 737NG aircraft on lease to Jet Airways (India) Limited due to lessee default. As a result of these lease terminations, the Company will recognize net maintenance revenue of $17,554 and impairment charges of $7,404 in the second quarter of 2019.
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

12

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

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, 20182019 and December 31, 20172018 were as follows:
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
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
$375,000
 $375,000
 $425,000
 $425,000
Unsecured Term Loan120,000
 120,000
 120,000
 120,000
335,000
 335,000
 120,000
 120,000
ECA Financings218,006
 219,461
 227,491
 232,030
179,254
 181,267
 189,080
 190,216
Bank Financings617,806
 619,245
 634,898
 634,132
603,409
 608,259
 619,715
 623,604
Senior Notes3,200,000
 3,296,195
 3,200,000
 3,367,245
3,450,000
 3,546,930
 3,450,000
 3,446,826
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, 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, 20182019 were as follows:
Year Ending December 31, Amount Amount
Remainder of 2018 $544,676
2019 645,622
Remainder of 2019 $557,469
2020 526,357
 654,781
2021 412,130
 541,707
2022 319,117
 450,275
2023 378,534
Thereafter 668,344
 592,311
Total $3,116,246
 $3,175,077
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,
Region2018 20172019 2018
Asia and Pacific35% 40%42% 35%
Europe29% 22%28% 29%
Middle East and Africa11% 12%11% 11%
North America8% 7%8% 8%
South America17% 19%11% 17%
   
Total100% 100%100% 100%

The classification of regions in the tablestable above and in the tabletables 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:
13
 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 revenue3 19% 3 19%
At March 31, 2018 and December 31, 2017, no country represented at least 10% of total revenue based on each counterparty’s principal place of business.







Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019

The following table shows the number of lessees with lease rental revenue of at least 5% of total lease rental revenue and their combined total percentage of lease rental revenue for the periods indicated:
 Three Months Ended March 31,
 2019 2018
 Number of Lessees 
Combined % of Lease
Rental Revenue
 Number of Lessees Combined % of Lease
Rental Revenue
Largest lessees by lease rental revenue4 27% 3 19%
At March 31, 2019 and December 31, 2018, no country represented at least 10% of total revenue based on each counterparty’s principal place of business.
Geographic concentration of net book value of flight equipment (including flight equipment held for lease and net investment in financedirect financing and sales-type leases, or “net book value”) was as follows:
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
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 Pacific62
 31% 59
 30%85
 37% 78
 36%
Europe88
 31% 92
 32%94
 29% 87
 27%
Middle East and Africa14
 8% 15
 9%17
 8% 17
 8%
North America30
 10% 32
 10%35
 9% 35
 10%
South America26
 19% 25
 19%16
 10% 16
 10%
Off-lease2
(1) 
1% 1
(2) 
%12
(1) 
7% 15
(2) 
9%
Total222
 100% 224
 100%259
 100% 248
 100%
 
_______________
(1)Consisted of oneten Airbus A321-200A320-200 aircraft, which are subject to lease commitments, and one Boeing 747-400ERFtwo Airbus A330-200 aircraft, both of which were delivered onwe are marketing for lease to customers in the second quarter of 2018.or sale.
(2)Consisted of oneeleven Airbus A321-200A320-200 aircraft and two Airbus A330-200 aircraft, which waswe are marketing for lease or sale, and one Boeing B737-800 along with one Boeing B777-300ER aircraft, which were delivered on lease to a customer incustomers during the secondfirst quarter of 2018.2019.
At March 31, 2018The following table sets forth net book value of flight equipment (includes net book value of flight equipment held for lease and December 31, 2017, no country representednet investment in direct financing leases) attributable to individual countries representing at least 10% of net book value of flight equipment based on each lessee’s principal place of business.business as of:
 March 31, 2019 December 31, 2018
Region
Net Book
Value
Net Book
Value %
Number
of
Lessees
 
Net Book
Value
Net Book
Value %
Number
of
Lessees
India$928,334
12%5 $865,046
12%4
At March 31, 20182019 and December 31, 20172018, the amounts of lease incentive liabilities recorded in maintenance payments on our Consolidated Balance Sheets were $13,813$15,038 and $11,496,$15,636, respectively.
Note 4. Net Investment in Finance and Sales-Type Leases
At March 31, 2018, our net investment in finance and sales-type leases consisted of 30 aircraft. The following table lists the components of our net investment in finance and sales-type leases at March 31, 2018:
  Amount
Total lease payments to be received $314,311
Less: Unearned income (162,620)
Estimated residual values of leased flight equipment (unguaranteed) 381,682
Net investment in finance and sales-type leases $533,373
At March 31, 2018, minimum future lease payments on finance and sales-type leases are as follows:
Year Ending December 31, Amount
Remainder of 2018 $50,583
2019 66,285
2020 63,840
2021 53,057
2022 42,460
Thereafter 38,086
Total lease payments to be received $314,311




14

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019

Note 4. Net Investment in Direct Financing and Sales-Type Leases
At March 31, 2019, our net investment in direct financing and sales-type leases consisted of 31 aircraft. The following table lists the components of our net investment in direct financing and sales-type leases at March 31, 2019:
  Amount
Total lease payments to be received $267,426
Less: Unearned income (129,585)
Estimated residual values of leased flight equipment (unguaranteed) 368,123
   
Net investment in direct financing and sales-type leases $505,964
At March 31, 2019, minimum future lease payments on direct financing and sales-type leases are as follows:
Year Ending December 31, Amount
Remainder of 2019 $48,228
2020 67,035
2021 52,597
2022 42,100
2023 33,093
Thereafter 24,373
Total lease payments to be received $267,426
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”IBJ Air”).
At March 31, 2018,2019, the net book value of both joint ventures’ twelvefifteen aircraft was approximately $634,000.$685,554.
  Amount
Investment in joint ventures at December 31, 2017 $76,982
Investment in joint ventures 356
Earnings from joint ventures, net of tax 1,782
Distributions (900)
Investment in joint ventures at March 31, 2018 $78,220
  Amount
Investment in joint ventures at December 31, 2018 $69,111
Investment in joint ventures 7,551
Loss from joint ventures, net of tax (356)
   
Investment in joint ventures at March 31, 2019 $76,306
ThePer the partnership agreement with Teachers’, the Company has recorded in its Consolidated Balance Sheet a $13,200$13,565 guarantee liability in Maintenance payments and a $5,100 guarantee liability in Security deposits representing its share of the respective exposures. We recognized our share of the undistributed loss in our joint venture with Teachers’ of $740 during the three months ended March 31, 2019, the loss of which is attributable to a fair value impairment recorded by the joint venture as a result of a confirmed letter of intent to sell its aircraft to a third party buyer.
In March of 2019, we sold two aircraft to IBJ Air, in which we hold a 25% equity interest. This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.



15

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

Note 6. Variable Interest Entities
Aircastle consolidates 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 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 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.our net investment in direct financing and sales-type leases. 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, 20182019 of $408,370,$390,233, 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, 20182019 is $212,975.$175,963.
















16

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019

Note 7. Secured and Unsecured Debt Financings
The outstanding amounts of our secured and unsecured term debt financings are as follows:
At March 31, 2018 
At
December 31, 2017
At March 31, 2019 
At
December 31, 2018
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)
$218,006
 6
 3.02% to 3.96% 12/03/21 to 11/30/24 $227,491
$179,254
 6
 3.02% to 3.96% 12/03/21 to 11/30/24 $189,080
Bank Financings(2)
617,806
 23
 2.22% to 4.49% 09/11/18 to 01/19/26 634,898
603,409
 25
 2.27% to 5.30% 06/12/19 to 01/19/26 619,715
Less: Debt Issuance Costs(11,623) 
 (12,515)
Total secured debt financings, net of debt issuance costs824,189
 29
 849,874
Less: Debt issuance costs and discounts(9,510) 
 (10,338)
Total secured debt financings, net of debt issuance costs and discounts773,153
 31
 798,457
          
Unsecured Debt Financings:          
Senior Notes due 2018400,000
   4.625% 12/15/18 400,000
Senior Notes due 2019500,000
   6.25% 12/01/19 500,000
500,000
   6.25% 12/01/19 500,000
Senior Notes due 2020300,000
   7.625% 04/15/20 300,000
300,000
   7.625% 04/15/20 300,000
Senior Notes due 2021500,000
   5.125% 03/15/21 500,000
500,000
   5.125% 03/15/21 500,000
Senior Notes due 2022500,000
   5.50% 02/15/22 500,000
500,000
   5.50% 02/15/22 500,000
Senior Notes due 2023500,000
   5.00% 04/01/23 500,000
Senior 5.00% Notes due 2023500,000
   5.00% 04/01/23 500,000
Senior 4.40% Notes due 2023650,000
   4.40% 09/25/23 650,000
Senior Notes due 2024500,000
   4.125% 05/01/24 500,000
500,000
   4.125% 05/01/24 500,000
Unsecured Term Loan120,000
   4.125% 04/28/19 120,000
Unsecured Term Loans335,000
   4.08% to 4.51% 04/28/19 to 03/07/24 120,000
Revolving Credit Facilities100,000
   3.83% 11/21/19 to 05/13/20 175,000
375,000
   3.99% 12/27/21 to 06/27/22 425,000
Less: Debt Issuance Costs(28,776)   (31,268)
Total unsecured debt financings, net of debt issuance costs3,391,224
   3,463,732
     
Total secured and unsecured debt financings, net of debt issuance costs$4,215,413
   $4,313,606
Less: Debt issuance costs and discounts(31,509)   (32,104)
Total unsecured debt financings, net of debt issuance costs and discounts4,128,491
   3,962,896
Total secured and unsecured debt financings, net of debt issuance costs and discounts$4,901,644
   $4,761,353
 
        
(1)The borrowings under these financings at March 31, 20182019 have a weighted-average rate of interest of 3.58%.
(2)The borrowings under these financings at March 31, 20182019 have a weighted-average fixed rate of interest of 4.16%4.64%.
Unsecured Debt Financings:
Unsecured Term Loan
On February 27, 2019, we entered into an aggregate $215,000 floating rate loan commitment with Development Bank of Japan Inc. and certain other banks (the “Unsecured Term Loan”). This loan is split into two tranches: Tranche A for $60,000 with a three-year term; and Tranche B for $155,000 with a five-year term. The loan contains a $750,000 minimum net worth covenant, along with other customary provisions similar to our revolving credit facilities. This loan was funded in March 2019.
The new Unsecured Term Loan replaces our existing term loan of $120,000 that matured on April 28, 2019.
Revolving Credit Facility
On December 27, 2018, we entered into a $250,000 three-year, unsecured revolving credit facility with a group of banks based in Asia. This new facility can be increased to a maximum of $350,000. On January 25, 2019, we increased the facility by $30,000 to $280,000. The facility bears interest at a rate of LIBOR plus 1.50% and matures in December

17

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

2021. The facility contains provisions similar to our existing credit facilities, including a $750,000 minimum net worth covenant.
As a condition to this new facility, on January 9, 2019, we terminated our existing $135,000 revolving credit facility with a group of banks based in Asia.
At March 31, 2019, we had $375,000 outstanding under our revolving credit facilities and had $705,000 available for borrowing.
As of March 31, 2018,2019, 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, 2018,2019, the Company issued 291,876granted 268,331 restricted common shares and issued 306,359granted 287,342 performance share units (“PSUs”). These awards were made under the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan. We repurchased 156,876 shares totaling $2,915 from our employees and directors to settle tax obligations related to share vesting.
During the three months ended March 31, 2018,2019, the Company incurred share-based compensation expense of $1,504$1,257 related to restricted common shares and $874$1,469 related to PSUs.
As of March 31, 2018,2019, there was $8,888$8,690 of unrecognized compensation cost related to unvested restricted common share-based payments and $9,215$10,643 of unrecognized compensation cost related to unvested PSU share-based payments that are expected to be recognized over a weighted-average remaining period of 2.131.94 years.
During the three months ended March 2018,31, 2019, we repurchased 354,737496,920 common shares at an aggregate cost of $6,918,$8,733, 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, 2018,2019, the remaining dollar value of common shares that may be repurchasedpurchased under the repurchase program approved by our Board of Directors on February 9, 2016 is $88,970.$76,019.
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, 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
Declaration Date
Dividend per
Common  Share
 
Aggregate
Dividend
Amount
 Record Date Payment Date
February 8, 2019$0.30
 $22,518
 February 28, 2019 March 15, 2019
October 30, 2018$0.30
 $22,867
 November 30, 2018 December 14, 2018
August 3, 2018$0.28
 $21,870
 August 31, 2018 September 14, 2018
May 1, 2018$0.28
 $21,908
 May 31, 2018 June 15, 2018
February 9, 2018$0.28
 $22,085
 February 28, 2018 March 15, 2018
Note 10. Earnings Perper 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

18

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

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 outstanding78,366,588
 78,176,705
Restricted common shares431,161
 503,802
Total weighted-average shares78,797,749
 78,680,507
    
Percentage of weighted-average shares:   
Common shares outstanding99.45% 99.36%
Restricted common shares0.55% 0.64%
Total percentage of weighted-average shares100.00% 100.00%






Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2018

 Three Months Ended March 31,
 2019 2018
Weighted-average shares:   
Common shares outstanding74,703,791
 78,366,588
Restricted common shares434,531
 431,161
Total weighted-average shares75,138,322
 78,797,749
    
Percentage of weighted-average shares:   
Common shares outstanding99.42% 99.45%
Restricted common shares0.58% 0.55%
Total percentage of weighted-average shares100.00% 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,
2018 20172019 2018
Earnings per share – Basic:      
Net income$57,547
 $42,439
$34,810
 $57,547
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
(315) (272)(201) (315)
Earnings available to common shareholders – Basic$57,232
 $42,167
$34,609
 $57,232
      
Weighted-average common shares outstanding – Basic78,366,588
 78,176,705
74,703,791
 78,366,588
      
Earnings per common share – Basic$0.73
 $0.54
$0.46
 $0.73
      
Earnings per share – Diluted:      
Net income$57,547
 $42,439
$34,810
 $57,547
Less: Distributed and undistributed earnings allocated to restricted common shares(1)
(315) (272)(201) (315)
Earnings available to common shareholders – Diluted$57,232
 $42,167
$34,609
 $57,232
      
Weighted-average common shares outstanding – Basic78,366,588
  78,176,705
74,703,791
  78,366,588
Effect of dilutive shares(2)
228,019
 194,848
569,822
 228,019
Weighted-average common shares outstanding – Diluted78,594,607
  78,371,553
75,273,613
  78,594,607
      
Earnings per common share – Diluted$0.73
  $0.54
$0.46
  $0.73
 
        
(1)For the three months ended March 31, 20182019 and 2017,2018, distributed and undistributed earnings to restricted shares were 0.55%0.58% and 0.64%0.55%, respectively, of net income. The amount of restricted share forfeitures for bothall periods present ispresented are immaterial to the allocation of distributed and undistributed earnings.
(2)For bothall periods presented, dilutive shares represented contingently issuable shares.
Note 11. Income Taxes
Income taxes have been provided based 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.

19

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019

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, 20182019 and 20172018 were as follows: 
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
U.S. operations$683
 $596
$1,916
 $683
Non-U.S. operations54,238
 41,447
36,348
 54,238
Income from continuing operations before income taxes and earnings of unconsolidated equity method investments$54,921
 $42,043
$38,264
 $54,921
All of ourOur aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are primarily 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 Mauritiusthe U.S. 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, 20182019 and 20172018 was determined based onupon estimates of the Company’s consolidated effective income tax rates for the years ending December 31, 20182019 and 2017,2018, respectively.
The Company’s effective tax rate (“ETR”) for the three months ended March 31, 20182019 was (1.5)%8.1%, compared to 4.4%(1.5)%, for the three months ended March 31, 2017. First2018. The first quarter of 2018 included a $2,779 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%. for the three months ended March 31, 2018. Movements in the ETR are generally caused by changes in the proportion of the Company’s pre-tax earnings in taxable and non-tax jurisdictions. During the three months ended March 31, 2019, we reported a significant decrease in Bermuda income primarily relating to Avianca Brazil.
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,
 2018 2017
Notional U.S. federal income tax expense at the statutory rate$11,533
 $14,715
U.S. state and local income tax, net48
 41
Non-U.S. operations:   
Bermuda(8,283) (8,828)
Ireland(317) 542
Singapore(2,824) (2,927)
Other low tax jurisdictions(808) (1,440)
Non-deductible expenses in the U.S.(193) (249)
Other
 (8)
Income tax (benefit) provision$(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 derivatives301
 581
Amortization of deferred financing fees and debt discount3,532
 4,155
Interest expense57,811
 63,575
Less: Interest income(703) (414)
Less: Capitalized interest
 (93)
Interest, net$57,108
 $63,068
 Three Months Ended March 31,
 2019 2018
Notional U.S. federal income tax expense at the statutory rate$8,035
 $11,533
U.S. state and local income tax, net209
 48
Non-U.S. operations:   
Bermuda(5,138) (8,283)
Ireland509
 (317)
Singapore(2) (2,824)
Other low tax jurisdictions(852) (808)
Non-deductible expenses in the U.S.337
 (193)
Income tax provision (benefit)$3,098
 $(844)





20

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 20182019


Note 12. Interest, Net
The following table shows the components of interest, net:
 Three Months Ended March 31,
 2019 2018
Interest on borrowings and other liabilities$60,279
 $53,978
Amortization of deferred losses related to interest rate derivatives184
 301
Amortization of deferred financing fees and debt discount3,364
 3,532
Interest expense63,827
 57,811
Less: Interest income(364) (703)
    
Interest, net$63,463
 $57,108

Note 13. Commitments and Contingencies
Rent expense, primarily for the corporate offices and sales and marketing facilities, was $356 and $567 for the three months ended March 31, 2019 and 2018, respectively.
As of March 31, 2019, Aircastle is obligated under non-cancelable operating leases relating principally to office facilities in Stamford, Connecticut; Dublin, Ireland; and Singapore for future minimum lease payments as follows:
Year Ending December 31, Amount
Remainder of 2019 $1,977
2020 1,868
2021 1,899
2022 1,810
2023 1,696
Thereafter 7,839
Total $17,089
At March 31, 2018,2019, we had commitments to acquire 37 aircraft for $1,475,400,$1,358,211, including 25 Embraer E-Jet E2 aircraft.
Commitments, including $129,218$133,955 of remaining progress payments, contractual price escalations and other adjustments for these aircraft, at March 31, 2018,2019, net of amounts already paid, are as follows:
Year Ending December 31, Amount Amount
Remainder of 2018 $488,468
2019 470,073
Remainder of 2019 $426,924
2020 375,216
 209,091
2021 141,643
 722,196
2022 
 
2023 
Thereafter 
 
Total $1,475,400
 $1,358,211
As of April 27, 2018,30, 2019, we had commitments to acquire 3935 aircraft for $1,532,000.$1,281,136.


21

Aircastle Limited and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
March 31, 2019


Note 14. Other Assets
The following table describes the principal components of other assets on our Consolidated Balance Sheets as of:
March 31,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
Deferred income tax asset$350
 $497
$399
 $912
Lease incentives and lease premiums, net of amortization of $36,934 and $41,246, respectively71,657
 74,515
Lease incentives and lease premiums, net of amortization of $55,712 and $47,304, respectively99,175
 99,079
Flight equipment held for sale32,286
 707
343
 11,707
Aircraft purchase deposits and progress payments(1)22,604
 23,704
20,844
 39,948
Fair value of interest rate cap6,428
 3,254
2,806
 4,886
Note receivable(1)(2)
8,352
 10,000
3,099
 4,292
Right-of-use asset(3)
9,346
 
Other assets31,977
 28,533
41,386
 53,537
Total other assets$173,654
 $141,210
$177,398
 $214,361
______________
(1)Includes progress payments for Embraer E2 aircraft order.
(2)Related to the sale of aircraft during the year ended December 31, 2017.
(3)Net of lease incentives and tenant allowances.
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,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
Accounts payable and accrued expenses$34,294
 $50,948
Accounts payable, accrued expenses and other liabilities$41,215
 $57,220
Deferred income tax liability37,636
 36,547
46,457
 43,720
Accrued interest payable55,074
 38,129
50,581
 45,277
Lease discounts, net of amortization of $38,103 and $36,111, respectively12,957
 14,597
Lease liability12,936
 
Lease discounts, net of amortization of $45,361 and $43,935, respectively5,698
 7,124
   
Total accounts payable, accrued expenses and other liabilities$139,961
 $140,221
$156,887
 $153,341

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, 20172018 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 20172018 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 — Financial Information — 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).PFIC Information.
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, 201 Tresser Boulevard, Suite 400, Stamford, Connecticut 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, 2018,2019, we owned and managed on behalf of our joint ventures 234274 aircraft leased to 8186 lessees located in 4447 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, however, obligated to pay a specified portion of specified maintenance or modification costs. As of March 31, 2018,2019, the net book value (including flight equipment held for lease and net investment in financedirect financing and sales-type leases, or "net“net book value"value”) was $6.68$7.64 billion compared to$6.73to $7.40 billion at December 31, 2017.2018. Our revenues and net income for the three months ended March 31, 20182019 were $202.7$213.9 million and $57.5$34.8 million, respectively.
Growth in commercial air traffic is broadly correlated with world economic activity. In recent years, commercial air traffic growth has expanded at a rate 1.5 to 2 times that of global GDP growth. The expansion of air travel has driven an increasea rise in the world aircraft fleet. There are currently approximately 21,00022,000 commercial mainline passenger and freighter aircraft in current operation worldwide. This fleet is expected to continue expanding at a three to four percent average annual rate over the next twenty years. Aircraft leasing companies own approximately 42%44% of the world’s commercial jet aircraft.
2019 continues to show strong growth in air traffic.  According to the International Air Transport Association, during the first two months of 2019, global passenger traffic increased 5.9% compared to the same period in 2018. Demand for air travel varies by region. Emerging market economies have generally been experiencing greater increases in air traffic, driven by rising levels of per capita income leading to an increased propensity to fly. Mature markets, such as North America and Western Europe, have been growing more slowly in tandem with their economies. Air traffic growth is also being driven by the proliferation of low cost carriers, which have stimulated demand through lower prices. The outlook for airlines operating in areas with political instability or weakening economies 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.
Notwithstanding the sector’s long-term growth, the aviation market has been, and is expected to remain, subject to economic variability due to changes in macroeconomic variables, such as interest rates, 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 demandthere 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 2018, global passenger traffic increased 7.2% compared to the same period in 2017. During the first three months of 2018, air cargo traffic increased 5.4% compared to the same period in 2017.
Demand for air travel varies considerably by region. Emerging market economies have generally been experiencing greater increases in air traffic, driven by rising levels of per capita income. Air traffic growth 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. 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.demand.
Fuel prices and interest rates have had a substantial effect on our industry. The priceAfter dropping to a low of oil dropped from $103 to $36 per barrel in December 2015, the four years priorprice of fuel has risen to December 2015. This allowed airlines to reduce ticketan average of $60 per barrel during 2019. While still below historic highs, higher fuel prices and stimulate aircraft traffic while retaining enough of this benefit to achieve record profit levels. Ahave impacted airline profitability. The prolonged 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 pricesinvestments and putting pressure on margins and returns. After the Federal Reserve increased interest rates appears to have ended as fuel prices started rising in 2016. In 2018, the price of fuel has averaged approximately $65 per barrel. Likewise, interest rates have started to rise in the U.S., with Federal Reserve during 2018, guidance suggesting multiple future rate hikes in the Federal Funds rate in 2018.has recently shifted back to a neutral position.
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 investment opportunity. Strong U.S. debt capital market conditions benefit borrowers by permitting access to financing at historic lows while export credit agency availability has been curtailed, both in the U.S. and in Europe, due to political issues.lows. Commercial bank debt also continues to play a critical role for aircraft finance.
Export credit agency availability, however, has been curtailed due to political issues, both in the U.S. and in Europe. While financial market conditions remain attractive, geopolitical issues may increase capital costs and limit availability going forward.
We believe thesecapital market forcesdevelopments should generate attractive 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 achieveDuring 2018, we achieved investment grade credit ratings from Moody’s, Standard & Poor’s and Fitch. We believe being an investment grade credit rating, which we believeissuer will reduce our borrowing costs and enable more reliable access to debt capital throughout the business cycle.
We believe ourOur 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 targetsthe nature and

growth rates volume of assets we buy will vary over time with market conditions. We plan to grow our business and profits over the long-term while maintaining a conservative, flexible capital structure. 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 less reliant on orders for new aircraft from aircraft manufacturers as a source of new 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, the relative values of different aircraft change in different ways over time. We carefullycontinually 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 and the financing flexibility offered through unsecured debt provides us with a competitive advantage. We view orders from equipment manufacturers to be part of our investment opportunity set, but choose to keep our long term capital commitments limited.
Originating investments from many different sources across the globe. Our strategy is to seek out worthwhile investments by leveraging our team’s wide range of contacts. We utilize a multi-channel approach to sourcing acquisitions and have purchased aircraft from a large number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners. Since our formation in 2004, we have acquired aircraft from 8994 different sellers.
Selling assets when attractive opportunities 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.proceeds. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types. Since our formation, we have sold 210 aircraft to 6167 buyers.
Maintaining efficient access to capital from a wide set of sources while targeting anand leveraging our recent investment grade credit rating. We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when competition for assets isprices are high. To implement this approach, we believe it is important to maintain access to a wide variety of financing sources. OurDuring 2018, we achieved our objective is to improveof improving our corporate credit ratings to an investment grade level by maintaining strong portfolio and capital structure metrics while achieving a critical size through accretive growth. We believe improving our improved credit rating will not only reduce our borrowing costs, but also facilitate more reliable access to both unsecured and secured debt capital throughout the business cycle.
Leveraging our strategic relationships. We intend to capture the benefits provided through the extensive global contacts and relationships maintained by Marubeni, which is our biggest shareholder and is one of the largest Japanese trading companies. Marubeni has enabled greater access to Japanese-based financing and helped source and develop our joint venture with the leasing arm of the Industrial Bank of Japan, Limited (“IBJL”). We also have a joint venture (“Lancaster”) with Ontario Teachers’ Pension Plan (“Teachers’”), our second largest shareholder.Limited.
Capturing the value of our efficient operating platform and strong operating track record. We believe our team’s capabilities in the global aircraft leasing market places us in a favorable position to source and manage new income-generating activities. We intend to continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as ventures with strategic business partners.
Intending to pay quarterly dividends to our shareholders based on the Company’s sustainable earnings levels. Aircastle has paid dividends each quarter since our initial public offering in 2006. On February 9, 2018,8, 2019, our Board of Directors declared a regular quarterly dividend of $0.28$0.30 per common share, or an aggregate of $22.1$22.5 million for the three months ended March 31, 2018,2019, which was paid on March 15, 20182019 to holders of record on February 28, 2018.2019. 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 20172018 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 financedirect financing and sales-type leases.

leases and gains from aircraft sales.
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 or near 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.

On April 10, 2019, the Company early terminated the leases for seven Boeing 737NG aircraft on lease to Jet Airways (India) Limited equipped with CFM56-7B engines. The Company has repossessed all seven aircraft and is in the process of transitioning them to a new lessee. As a result of the lease terminations of these seven aircraft, the Company will recognize net maintenance revenue of $17.6 million and impairment charges of $7.4 million in the second quarter of 2019. For more information regarding risks associated with our lessees see Item 1A. “Risk Factors - Risks Related to Our Lessees” in our 2018 Annual Report on Form 10-K.
20182019 Lease Expirations and Lease Placements
At March 31, 2018,2019, the Company had twelve aircraft off-lease and eighteen aircraft with scheduled lease expirations in 2019. As of April 30, 2019, we had onehave three aircraft accountingwhich account for less than 1%1.5% of our net book value that is scheduledat March 31, 2019, still to come off lease during 2018. We expect to sell this aircraft in the third quarter of 2018.be placed or sold.
2019-20222020-2023 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 2019-2022,2020-2023, representing the percentage of our net book value of flight equipment (including flight equipment held for lease and net investment in financedirect financing and sales-type leases) at March 31, 2018,2019, specified below:
2019: 212020: 22 aircraft, representing 7%6%;
2020:2021: 27 aircraft, representing 9%8%;
2021: 322022: 30 aircraft, representing 16%9%; and
2022: 282023: 32 aircraft, representing 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 scheduled transitions and 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.States and Ireland.
All of ourOur aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are primarily 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 Mauritiusthe U.S. are subject to tax in those respective jurisdictions.
We have a U.S.-basedU.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 2018,2019, we acquired fourfourteen aircraft for $110.9$444.7 million. As of April 30, 2019, we have acquired two additional aircraft. At March 31, 2018,2019, we had commitments to acquire 37 additional aircraft for $1.48$1.36 billion, including the acquisition of 25 new E-Jet E2 aircraft from Embraer, with delivery beginning in the third quarter of 2020. Of this amount, approximately $426.9 million represents commitments for the remainder of 2019. As of April 27, 2018,30, 2019, we have commitments to acquire 3935 aircraft for $1.53$1.28 billion.
During the first three months of 2018,2019, we sold four aircraft for net proceeds of $43.9$56.3 million, which resultedand recognized net gains on sales of $12.0 million, comprised of $8.3 million from the sale of these aircraft and $3.7 million resulting from the transition of two aircraft from operating to net investment in a net gain of $5.8 million.direct financing and sales-type leases. As of April 27, 2018,30, 2019, we have sold twono additional aircraft.

The following table sets forth certain information with respect to the aircraft owned by us as of March 31, 20182019:
AIRCASTLE AIRCRAFT INFORMATION (dollars in millions)
Owned Aircraft
As of
March 31, 
2018(1)
 
As of
March 31, 
2017(1)
As of
March 31, 
2019(1)
 
As of
March 31, 
2018(1)
Net Book Value of Flight Equipment$6,677
 $6,596
$7,645
 $6,677
Net Book Value of Unencumbered Flight Equipment$5,304
 $4,725
$6,298
 $5,304
Number of Aircraft222
 200
259
 222
Number of Unencumbered Aircraft193
 163
228
 193
Number of Lessees81
 72
86
 81
Number of Countries44
 37
47
 44
Weighted Average Age (years)(2)
9.3
 8.2
9.4
 9.3
Weighted Average Remaining Lease Term (years)(2)
4.8
 4.8
4.5
 4.8
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%
Weighted Average Fleet Utilization during the three months ended March 31, 2019 and 2018(3)
93.7% 99.4%
Portfolio Yield for the three months ended March 31, 2019 and 2018(4)
10.5% 11.5%
      
Managed Aircraft on behalf of Joint Ventures      
Net Book Value of Flight Equipment$634
 $682
$686
 $634
Number of Aircraft12
 13
15
 12
 
        
(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. The decrease from our historical utilization rate was due to discontinued revenue recognition from eleven aircraft from Avianca Brazil and seven aircraft from Jet Airways during the three months ended March 31, 2019.
(4)Lease rental revenue, interest income and cash collections on our net investment in financedirect financing and sales-type leases for the period as a percent of the average net book value for the period; quarterly information is annualized. The decrease from our historical utilization rate was due to discontinued revenue recognition from eleven aircraft from Avianca Brazil and seven aircraft from Jet Airways during the three months ended March 31, 2019.
Our owned aircraft portfolio as of March 31, 20182019 is listed in Exhibit 99.1 to this report.


PORTFOLIO DIVERSIFICATION
 
Owned Aircraft as of
March 31, 2018
 Owned Aircraft as of
March 31, 2017
Owned Aircraft as of
March 31, 2019
 Owned Aircraft as of
March 31, 2018
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-body190
 66% 161
 56%229
 73% 190
 66%
Wide-body28
 29% 31
 36%26
 23% 28
 29%
Total Passenger218
 95% 192
 92%255
 96% 218
 95%
Freighter4
 5% 8
 8%4
 4% 4
 5%
Total222
 100% 200
 100%259
 100% 222
 100%
              
Manufacturer              
Airbus135
 56% 109
 52%159
 59% 135
 56%
Boeing82
 42% 84
 45%95
 40% 82
 42%
Embraer5
 2% 7
 3%5
 1% 5
 2%
Total222
 100% 200
 100%259
 100% 222
 100%
              
Regional Diversification              
Asia and Pacific62
 31% 64
 39%85
 37% 62
 31%
Europe88
 31% 67
 23%94
 29% 88
 31%
Middle East and Africa14
 8% 14
 10%17
 8% 14
 8%
North America30
 10% 27
 8%35
 9% 30
 10%
South America26
 19% 26
 19%16
 10% 26
 19%
Off-lease2
(2) 
1% 2
(3) 
1%12
(2) 
7% 2
(3) 
1%
       
Total222
 100% 200
 100%259
 100% 222
 100%
 
        
(1)Calculated using net book value at period end.
(2)Consisted of ten Airbus A320-200 aircraft, which are subject to lease commitments, and two Airbus A330-200 aircraft, which we are marketing for lease or sale.
(3)Consisted of one Airbus A321-200 aircraft and one Boeing 747-400ERFB747-400ERF aircraft, both of which were delivered on lease to customers in the second quarter of 2018.
(3)Consisted of two Airbus A321-200 aircraft that were delivered on lease to a customer during the second quarter of 2017.



Our largest single customer represents over 6%approximately 9% of the net book value at March 31, 2018.2019. Our top fifteen customers for aircraft we owned at March 31, 20182019, representing 108124 aircraft and 55%52% of the net book value, are as follows:
Percent of Net Book Value Customer Country 
Number of
Aircraft
Greater than 6% per customer Avianca BrazilIndiGo BrazilIndia 1117
       
3% to 6% per customerLion AirIndonesia11
 LATAM Chile 3
  
TAP Portugal(1)
 Portugal 8
  Lion AirIberia IndonesiaSpain 1015
  South African Airways South Africa 4
  easyJet United Kingdom 20
  Aerolineas ArgentinaJeju Air ArgentinaSouth Korea 5
IberiaSpain119
       
Less than 3% per customer 
AirBridgeCargo(2)
Aerolineas Argentinas
 RussiaArgentina 2
UralRussia65
  Interjet Mexico 911
AirBridgeCargo(2)
Russia2
  AirAsia X Malaysia 2
  Jet AirwaysIndia7
IndiGoIndia6
Asiana Airlines South Korea 45
American AirlinesUnited States5
Jet Airways(3)
India7
  Total top fifteen customers   108124
  All other customers   114135
  Total all customers   222259
 
        

(1)Combined with an affiliate.
(2)Guaranteed by Volga-Dnepr Airlines. We have one additional aircraft on lease with an affiliate.
(3)See Note 2 “Fair Value Measurements” in the Notes to Unaudited Consolidated Financial Statements above.
Finance
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. 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, 20182019 to the three months ended March 31, 2017:2018:
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Revenues:      
Lease rental revenue$177,483
 $190,586
$181,234
 $177,483
Finance and sales-type lease revenue9,442
 4,073
Direct financing and sales-type lease revenue8,443
 9,442
Amortization of lease premiums, discounts and incentives(3,128) (3,112)(5,711) (3,128)
Maintenance revenue11,991
 12,287
16,401
 11,991
Total lease revenue195,788
 203,834
200,367
 195,788
Gain on sale of flight equipment5,768
 759
12,002
 5,768
Other revenue1,124
 439
1,558
 1,124
Total revenues202,680
 205,032
213,927
 202,680
Operating expenses:      
Depreciation75,002
 79,174
84,735
 75,002
Interest, net57,108
 63,068
63,463
 57,108
Selling, general and administrative17,835
 16,167
18,000
 17,835
Impairment of flight equipment
 500
Maintenance and other costs988
 2,931
7,404
 988
Total operating expenses150,933
 161,840
173,602
 150,933
      
Total other income (expense)3,174
 (1,149)(2,061) 3,174
      
Income from continuing operations before income taxes and earnings of unconsolidated equity
method investments
54,921
 42,043
38,264
 54,921
Income tax (benefit) provision(844) 1,846
Earnings of unconsolidated equity method investments, net of tax1,782
 2,242
Income tax provision (benefit)3,098
 (844)
Earnings (loss) of unconsolidated equity method investments, net of tax(356) 1,782
   
Net income$57,547
 $42,439
$34,810
 $57,547
Revenues
Total revenues decreasedincreased by $2.4$11.2 million for the three months ended March 31, 20182019 as compared to the three months ended March 31, 2017.2018.
Lease rental revenue. The decreaseincrease in lease rental revenue of $13.1$3.8 million for the three months ended March 31, 20182019 as compared to the same period in 20172018 was primarily the result of decreasesincreases in revenue of:
$32.5of $38.6 million, due to the sale of 35 aircraft since March 31, 2017; and
$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 threethirteen aircraft purchased in 20182019, and the full period impact due to the acquisition of 4737 aircraft since March 31, 2017.January 1, 2018. This increase was offset by:
a $25.2 million decrease due to lease extensions, amendments, transitions and other changes ($15.9 million of which is attributable to Avianca Brazil and Jet Airways), and
a $9.6 million decrease due to the sale of eleven aircraft since January1, 2018.
FinanceDirect financing and sales-type lease revenue. For the three months ended March 31, 2018, $9.42019, $8.4 million of interest income from financedirect financing and sales-type leases was recognized as compared to $4.1$9.4 million for the same period in 20172018 due to the net additionsale of sixteentwo aircraft overand the last twelve months.termination of one direct financing lease, partially offset by the acquisition of one aircraft and the reclassification of two aircraft from operating to direct financing leases since January 1, 2018.



Amortization of net lease premiums, discounts and lease incentives.incentives consisted of the following:
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Amortization of lease incentives$(2,682) $(2,707)$(3,100) $(2,682)
Amortization of lease premiums(2,439) (2,928)(4,037) (2,439)
Amortization of lease discounts1,993
 2,523
1,426
 1,993
   
Amortization of lease premiums, discounts and incentives$(3,128) $(3,112)$(5,711) $(3,128)
Lease premiums represent the present value of the amount above current market lease rates for acquired aircraft with attached leases. The increase in amortization of lease premiums of $1.6 million for the three months ended March 31, 2019, as compared to the same period in 2018, resulted primarily from a net increase in amortization resulting from net aircraft acquisitions.
Maintenance revenue. For the three months ended March 31, 2019, we recorded $16.4 million of maintenance revenue, primarily due to the transition of one narrow-body aircraft and two wide-body aircraft, in addition to cash maintenance revenue received for ten narrow-body aircraft. For the same period in 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.
Gain on sale of flight equipment increased by $5.0$6.2 million to $5.8$12.0 million for the three months ended March 31, 2018,2019, as compared to gains of $0.8$5.8 million for the same period in 2017.2018. During the three months ended March 31, 2018,2019, we sold four aircraft with higher gains on sale, as compared to the sale of onefour aircraft during the same period in 2017.2018. We also recognized gains totaling $3.7 million resulting from the transition of two aircraft from operating to net investment in direct financing and sales-type leases.
Operating expenses
Total operating expenses decreasedincreased by $10.9$22.7 million for the three months ended March 31, 20182019 as compared to the three months ended March 31, 2017.2018.
Depreciation expense decreasedincreased by $4.2$9.7 million for the three months ended March 31, 20182019 as compared to the same period in 2017.2018. The decreaseincrease is primarily the result of:
$16.4 million of lowerhigher depreciation due to the effect of 35 aircraft sold; and
$1.4 million due to changes in asset lives, residual values and other changes.
This decrease was partially offset by an increase of $13.5$14.1 million due to the effect of 50 aircraft acquired.acquired since January 1, 2018. These increases were partially offset by a decrease of $5.2 million in depreciation due to thirteen aircraft sold.
Interest, net consisted of the following:
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Interest on borrowings and other liabilities$53,978
 $58,839
$60,279
 $53,978
Amortization of interest rate derivatives related to deferred losses301
 581
Amortization of deferred losses related to interest rate derivatives184
 301
Amortization of deferred financing fees and debt discount3,532
 4,155
3,364
 3,532
Interest expense57,811
 63,575
63,827
 57,811
Less: Interest income(703) (414)(364) (703)
Less: Capitalized interest
 (93)
   
Interest, net$57,108
 $63,068
$63,463
 $57,108
Interest, net decreasedincreased by $6.0$6.4 million as compared to the three months ended March 31, 2017. The decrease is primarily a2018. This increase was the result of lower interest on our borrowings of $4.9 million as a result of lowerhigher weighted average debt outstanding.
Selling, general and administrative expenses for the three months ended March 31, 2018 increased $1.7 million over2019 were flat as compared to the same period in 2017, as a result of higher personnel costs.2018.


Maintenance and other costs were $1.0$7.4 million for the three months ended March 31, 2018, a decrease2019, an increase of $1.9$6.4 million overcompared to the same period in 2017. The2018. The net decreaseincrease is primarily attributable to lowerhigher than projected lessor contributions towards the cost of maintenance costs related toevents for aircraft acquired with attached leases of $3.4 million, scheduled transitions, and lease terminations and transitions for the three months ended March 31, 20182019 versus the same period in 2017.2018.


Other income (expense)
Total other income (expense) increaseddecreased by $4.3$5.2 million for the three months ended March 31, 20182019 as compared to the three months ended March 31, 2017.2018. The net increasedecrease in other income was primarily attributable to mark-to-market adjustments on our undesignated hedges.interest rate caps.
Income tax provision (benefit) provision
Our income tax provision (benefit) provision for the three months ended March 31, 2019 and 2018 and 2017 was $(0.8)$3.1 million and $1.8$(0.8) 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 and the United States. The decreaseincrease in our income tax provision of approximately $2.7$3.9 million for the three months ended March 31, 20182019, as compared to the same period in 20172018, was primarily attributable to changes in operating income subject to tax in Ireland, the United States and other jurisdictions, includingjurisdictions. Pre-tax earnings for the three months ended March 31, 2018 included the recording of the discrete item of a $2.8 million tax benefit related to the Singapore rate reduction from 10% to 8%.
All of ourOur aircraft-owning subsidiaries that are recognized as corporations for U.S. tax purposes are primarily 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 Mauritiusthe U.S. 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.
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,
 2018 2017
 (Dollars in thousands)
Net income$57,547
 $42,439
Derivative loss reclassified into earnings301
 581
Total comprehensive income$57,848
 $43,020
Other comprehensive income increased by $14.8 million for the three months ended March 31, 2018, as a result of a $15.1 million increase in net income, partially offset by a decrease of $0.3 million in amortization of deferred net losses reclassified into earnings related to terminated interest rate derivatives.
Aircraft Monitoring List
At March 31, 2018,2019, no aircraft were on our monitoring list. We monitor our fleet for aircraft 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.

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:
unsecured indebtedness, including our current unsecured revolving credit facilities, term loan and senior notes;
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.
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 2018,2019, we met our liquidity and capital resource needs with $142.4$106.4 million of cash flow from operations, $215.0 million of gross proceeds from the Unsecured Term Loan and $43.9$56.3 million of cash from aircraft sales.
As of March 31, 2018,2019, the weighted-average maturity of our secured and unsecured debt financings was 3.43.2 years and we arewere 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,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Net cash flow provided by operating activities$142,412
 $131,576
$106,360
 $148,905
Net cash flow used in investing activities(44,119) (157,252)(286,246) (50,612)
Net cash flow (used in) provided by financing activities(99,811) 439,471
Net cash flow provided by (used in) financing activities120,241
 (99,811)
Operating Activities:
Cash flow provided by operations was $142.4106.4 million and $131.6148.9 million for the three months ended March 31, 20182019 and 2017,2018, respectively. The increasedecrease in cash flow provided by operations of $10.8$42.5 million for the three months ended March 31, 20182019 versus the same period in 20172018 was primarily a result of a $9.4$17.7 million increase in cash paid for interest, a $10.1 million decrease in cash received from maintenance revenue, and a $3.4an $8.2 million net increasedecrease in cash from lease rentalsworking capital and finance and sales-type leases. These inflows were offset by a $3.0$6.4 million increase in cash paid for taxes.maintenance.
Investing Activities:
Cash flow used in investing activities was $44.1$286.2 million and $157.3$50.6 million for the three months ended March 31, 20182019 and 2017,2018, respectively. The decreaseincrease in cash flow used in investing activities of $113.1$235.6 million for the three months ended March 31, 20182019 versus the same period in 20172018 was primarily a result of:
an $80.0of a $257.1 million net decreaseincrease in the acquisition and improvement of flight equipment and net investments in financedirect financing and sales-type leases;leases.
These outflows were primarily offset by a $27.1$12.4 million increase in aircraft proceeds from the sale of flight equipment; and
a $4.8 million increase in aircraft purchase deposits and progress payments, net of returned deposits.equipment.
Financing Activities:
Cash flow used in financing activities was $99.8 million for the three months ended March 31, 2018 as compared to cash flow provided by financing activities of $439.5 million for the three months endedMarch 31, 2017. The net increase in cash flow used in financing activities of $539.3was $120.2 million for the three months ended March 31, 20182019 as compared to cash flow used in financing activities of $99.8 million for the three months ended March 31, 2018. The net increase in cash flow provided by financing activities of $220.1 million for the three months ended March 31, 2019 versus the same period in 20172018 was primarily a result of:
of a $500.0$215.0 million decreaseincrease in proceeds from secured and unsecured financings;
financings and a $70.5$25.6 million increasedecrease in securitization and term debt financing repayments; and
a $6.9 million increase in shares repurchased.repayments.
These outflowsinflows were offset by a $31.7$16.2 million decrease in maintenance payments and security deposits returned,received, net of deposits received and an $8.0 million decrease in deferred financing costs.returns.

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 related to our office leases. Total contractual obligations decreasedincreased to $6.50$7.09 billion at March 31, 20182019 from $6.61$6.95 billion at December 31, 2017,2018, due primarily to debt amortization, partially offset by an increase in aircraft purchase obligations.obligations, partially offset by debt amortization.
The following table presents our actual contractual obligations and their payment due dates as of March 31, 20182019:
Payments Due by Period as of March 31, 2018Payments Due by Period as of March 31, 2019
Contractual ObligationsTotal 
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 2018 - 2024$3,200,000
 $400,000
 $1,300,000
 $500,000
 $1,000,000
Unsecured Term Loan120,000
 
 120,000
 
 
Senior Notes due 2019 - 2024$3,450,000
 $500,000
 $1,300,000
 $1,150,000
 $500,000
Unsecured Term Loans335,000
 120,000
 60,000
 155,000
 
Revolving Credit Facilities100,000
 
 100,000
 
 
375,000
 
 
 375,000
 
ECA Financings218,006
 38,752
 81,760
 78,068
 19,426
179,254
 40,150
 82,822
 50,224
 6,058
Bank Financings618,203
 81,575
 124,127
 120,412
 292,089
603,409
 68,460
 119,133
 278,458
 137,358
Total principal payments4,256,209
 520,327
 1,725,887
 698,480
 1,311,515
4,942,663
 728,610
 1,561,955
 2,008,682
 643,416
                  
Interest payments on debt obligations(1)
745,252
 215,959
 321,799
 153,481
 54,013
771,994
 241,250
 344,915
 168,960
 16,869
Office leases(2)
18,522
 2,066
 3,912
 3,358
 9,186
17,089
 2,447
 3,783
 3,449
 7,410
Purchase obligations(3)
1,475,400
 508,277
 967,123
 
 
1,358,211
 452,760
 905,451
 
 
         
Total$6,495,383
 $1,246,629
 $3,018,721
 $855,319
 $1,374,714
$7,089,957
 $1,425,067
 $2,816,104
 $2,181,091
 $667,695
 
        
(1)Future interest payments on variable rate, LIBOR-based debt obligations are estimated using the interest rate in effect at March 31, 2018.2019.
(2)Represents contractual payment obligations for our office leases in Stamford, Connecticut; Dublin, Ireland and Singapore.
(3)At March 31, 2018,2019, we had commitments to acquire 37 aircraft for $1.48$1.36 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 27, 2018,30, 2019, we have commitments to acquire 3935 aircraft for $1.53$1.28 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, 20182019 and 2017,2018, we incurred a total of $1.6$7.9 million and $10.8$1.6 million, respectively, of capital expenditures (including lease incentives) related to the improvement of aircraft.
As of March 31, 2018,2019, the weighted average age by net book value of our aircraft was approximately 9.39.4 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 20172018 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, 2018,2019, the net book value of our two joint ventures’ twelvefifteen aircraft was approximately $634$685.6 million. We recognized our share of the undistributed loss in our joint venture with Teachers’ of $0.7 million during the quarter ended March 31, 2019, the loss of which is attributable to a fair value impairment recorded by the joint venture as a result of a confirmed letter of intent to sell its aircraft to a third party buyer.
In March of 2019, we sold two aircraft to IBJ Air, in which we hold a 25% equity interest. This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.
Foreign Currency Risk and Foreign Operations
At March 31, 20182019, 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, 20182019, expenses, such as payroll and office costs, denominated in currencies other than the U.S. dollar aggregated approximately $4.4 million in U.S. dollar equivalents and represented approximately 25%24% 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, 20182019 and 2017,2018, we incurred insignificant net gains and losses on foreign currency transactions.
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, 20182019 and 2017:2018:
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Net income$57,547
 $42,439
$34,810
 $57,547
Depreciation75,002
 79,174
84,735
 75,002
Amortization of lease premiums, discounts and incentives3,128
 3,112
5,711
 3,128
Interest, net57,108
 63,068
63,463
 57,108
Income tax (benefit) provision(844) 1,846
Income tax provision (benefit)3,098
 (844)
EBITDA191,941
 189,639
191,817
 191,941
Adjustments:      
Impairment of flight equipment
 500
Equity share of joint venture impairment2,724
 
Non-cash share-based payment expense2,378
 2,102
2,726
 2,378
(Gain) loss on mark-to-market of interest rate derivative contracts(3,174) 1,150
Loss (gain) on mark-to-market of interest rate derivative contracts2,080
 (3,174)
Adjusted EBITDA$191,145
 $193,391
$199,347
 $191,145
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, 20182019 and 2017:2018:
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands)(Dollars in thousands)
Net income$57,547
 $42,439
$34,810
 $57,547
(Gain) loss on mark-to-market of interest rate derivative contracts(1)
(3,174) 1,150
2,080
 (3,174)
Non-cash share-based payment expense(2)
2,378
 2,102
2,726
 2,378
   
Adjusted net income$56,751
 $45,691
$39,616
 $56,751
 
        
(1) Included in Other income (expense).
(2) Included in Selling, general and administrative expenses.
Three Months Ended March 31,Three Months Ended March 31,
Weighted-average shares:2018 20172019 2018
Common shares outstanding78,366,588
 78,176,705
74,703,791
 78,366,588
Restricted common shares431,161
 503,802
434,531
 431,161
Total weighted-average shares78,797,749
 78,680,507
75,138,322
 78,797,749
Three Months Ended March 31,Three Months Ended March 31,
Percentage of weighted-average shares:2018 20172019 2018
Common shares outstanding99.45% 99.36%99.42% 99.45%
Restricted common shares(1)
0.55% 0.64%0.58% 0.55%
Total percentage of weighted-average shares100.00% 100.00%100.00% 100.00%

Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Weighted-average common shares outstanding – Basic78,366,588
 78,176,705
74,703,791
 78,366,588
Effect of dilutive shares(2)
228,019
 194,848
569,822
 228,019
Weighted average common shares outstanding – Diluted78,594,607
 78,371,553
75,273,613
 78,594,607
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
(Dollars in thousands, except per share amounts)(Dollars in thousands, except per share amounts)
Adjusted net income allocation:      
Adjusted net income$56,751
 $45,691
$39,616
 $56,751
Less: Distributed and undistributed earnings allocated to restricted common shares(2)
(311) (293)(229) (311)
Adjusted net income allocable to common shares – Basic and Diluted$56,440
 $45,398
$39,387
 $56,440
      
Adjusted net income per common share – Basic and Diluted$0.72
 $0.58
Adjusted net income per common share – Basic$0.53
 $0.72
   
Adjusted net income per common share – Diluted$0.52
 $0.72
        
(1)For the three months ended March 31, 20182019 and 2017,2018, distributed and undistributed earnings to restricted shares were 0.55%0.58% and 0.64%0.55%, respectively, of net income. The amount of restricted share forfeitures for bothall periods presentpresented is immaterial to the allocation of distributed and undistributed earnings.
(2)For bothall periods presented, dilutive shares representedrepresent contingently issuable 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; 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, 20182019 by $3.8$4.3 million and $3.8$4.3 million, respectively, over the next twelve months. As of March 31, 2018,2019, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an interest expense increase/decrease of $4.2$7.5 million and $6.2$8.3 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 to hedge a portion of our floating rate interest exposure. The interest rate cap is set at 2% and has a current notional balance of $390.0$365.0 million and reduces over time to $215.0 million. The cap matures in September 2021.

ITEM 4.CONTROLS AND PROCEDURES
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, 20182019. 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, 20182019.



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, 20182019 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, 2017.2018.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
In February 2016,On October 30, 2018, our Board of Directors authorizedincreased the authorization to repurchase of $100.0 million of the Company’s common shares.shares to $100.0 million from the $42.2 million that was remaining under the previous authorization. During the first quarter of 2018,2019, 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 31100,572
 $23.39
 
 $95,888
583,153
 $17.53
 496,920
 $76,019
February 1 through February 28
 
 
 95,888
60,892
 20.21
 
 76,019
March 1 through March 31361,880
 19.51
 354,737
 88,970
9,751
 20.24
 
 76,019
       
Total462,452
 $20.35
 354,737
 $88,970
653,796
 $17.82
 496,920
 $76,019
 
        
(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 711,2631,397,712 common shares at an aggregate cost of $13.8$24.0 million, including commissions. The remaining dollar value of common shares that may be repurchased under the program is $86.2$76.0 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 
   
3.2 
   
4.1 
   
4.2 
   
4.3 
   
4.4 
   
4.5 
   
4.6 
   
4.7 
4.8
   
4.94.8 
   
4.104.9 
   
4.114.10 
4.11
10.1
   
31.1 
   
31.2 
   
32.1 
   
32.2 
   
99.1 

Exhibit No.Description of Exhibit
   
101 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018,2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 20182019 and December 31, 2017;2018; (ii) Consolidated Statements of Income for the three months ended March 31, 20182019 and 2017;2018; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 20182019 and 2017;2018; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 20182019 and 2017;2018; (v) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and (v)2018; and (vi) Notes to Unaudited Consolidated Financial Statements. *
        
*    Filed herewith.
Ø    Portions of this exhibit have been omitted.


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 3, 20182, 2019

 AIRCASTLE LIMITED
 (Registrant)
 By:/s/ Jose Maronilla, Jr.James C. Connelly
  Jose Maronilla, Jr.James C. Connelly
  Chief Accounting Officer and Authorized Officer

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