Air Lease (AL) - 2023 Q4 - Annual Report

PART I Business Overview Air Lease Corporation is a leading global aircraft leasing company focused on acquiring and leasing modern, fuel-efficient commercial jets, complemented by aircraft sales and fleet management services - ALC's core business involves purchasing new, fuel-efficient commercial jet aircraft from manufacturers (Airbus, Boeing) and leasing them to airlines worldwide, aiming for attractive returns on equity. The company also engages in aircraft sales and provides fleet management services[19] Key Fleet and Operational Metrics (as of December 31, 2023) | Metric | Value | | :--------------------------------- | :-------------------- | | Owned Fleet Size | 463 aircraft | | Managed Fleet Size | 78 aircraft | | Aircraft Purchased in 2023 | 71 new aircraft | | Aircraft Sold in 2023 | 27 aircraft | | Net Book Value of Fleet | $26.2 billion (6.9% YoY growth) | | Weighted Average Fleet Age | 4.6 years | | Weighted Average Remaining Lease Term | 7.0 years | | Lease Utilization Rate (2023) | 99.9% | | Committed Orderbook (through 2028) | 334 aircraft ($21.7 billion estimated) | | Committed Minimum Future Rental Payments | $31.0 billion | | Total Debt Outstanding | $19.4 billion | | Fixed-Rate Debt Percentage | 84.7% | | Unsecured Debt Percentage | 98.4% | | Composite Cost of Funds | 3.77% | | Total Revenues (2023) | $2.7 billion (15.9% YoY increase) | | Net Income Attributable to Common Stockholders (2023) | $572.9 million | | Diluted EPS (2023) | $5.14 | | Adjusted Net Income Before Taxes (2023) | $733.6 million | | Adjusted Diluted EPS Before Taxes (2023) | $6.58 | - The airline industry is experiencing increased demand for aircraft due to population growth, expanding global middle class, and rising passenger traffic (up 37% in 2023 YoY). OEM supply chain challenges and backlogs, along with rising jet fuel prices and environmental objectives, are further increasing demand for ALC's modern, fuel-efficient aircraft[27][28][30] - Lease rates increased in 2023 due to higher demand, elevated interest rates, and inflation, though they continue to lag behind interest rate increases. ALC expects lease rates to continue rising as airlines adapt to higher interest rate environments[31] Overview Aircraft Industry Operations to Date Aircraft Acquisition Strategy Aircraft Leasing Strategy Aircraft Sales & Trading Strategy Aircraft Management Strategy Financing Strategy Insurance Competition Government Regulation Corporate Responsibility and Sustainability Information about our Executive Officers Risk Factors ALC faces significant capital, operational, macroeconomic, and regulatory risks, including substantial financing needs, delivery delays, and geopolitical impacts - ALC requires significant capital to fund aircraft acquisitions ($21.7 billion for 334 aircraft on order through 2028) and refinance its substantial debt ($19.2 billion as of December 31, 2023). Inability to access favorable financing or generate sufficient cash flows could materially impact the business[80][81][84] - Rising interest rates significantly increase ALC's borrowing costs (composite cost of funds rose from 3.07% in 2022 to 3.77% in 2023), which directly impacts net income. Lease rates, fixed for multi-year terms, lag behind interest rate increases, potentially affecting competitiveness[85][86][87] - Ongoing delivery delays from Airbus and Boeing, exacerbated by engine manufacturing flaws and increased FAA oversight (e.g., 737-9 MAX), negatively impact ALC's fleet growth and earnings. These delays could extend through 2028, potentially leading to lease cancellations by affected lessees[95][97][98] - ALC faces risks from aircraft obsolescence or declining customer demand due to new technology, government regulations (noise/emissions), and operating costs. Such declines could negatively impact lease rates, residual values, and lead to impairment charges[99][100][103] - The Russian-Ukraine conflict led to a $771.5 million net write-off of ALC's Russian fleet in 2022 and continues to impact airline operating costs and global supply chains. Geopolitical events, natural disasters, and epidemics can adversely affect air travel demand and lessee's ability to make payments[106][107][136][138][139] - ALC has concentrated customer exposure, with its top five lessees and approximately 6.8% of its fleet (by net book value) leased to customers in China. Adverse economic, legal, or political events in these regions could impact lessees' ability to meet obligations[108][109] - High inflation rates increase ALC's operating expenses and diminish the value of fixed-rate lease payments. This can also lead to higher interest rates, further increasing borrowing costs[105] - Cyberattacks pose a significant risk, potentially disrupting IT systems, leading to loss of sensitive data, reputational harm, and increased costs. Remote work exacerbates these risks[129][130][131] Risks relating to our capital requirements and debt financings Operational risks relating to our business Macroeconomic and global risks relating to our business Regulatory, tax and legal risks relating to our business Risk factors relating to investment in our Class A common stock Unresolved Staff Comments There are no unresolved staff comments to report - No unresolved staff comments were reported[164] Cybersecurity ALC maintains a comprehensive cybersecurity program, integrated into enterprise risk management, with oversight from the audit committee and managed by experienced IT leadership - ALC's cybersecurity program assesses, identifies, and manages material risks from cybersecurity threats, integrating them into its enterprise risk management process[165] - The audit committee oversees the cybersecurity program, receiving quarterly updates from senior management. The Head of Information Technology, a Certified Information Systems Security Professional with over 20 years of experience, is responsible for day-to-day management[166] Properties ALC's primary assets are its 463 owned aircraft, with significant purchase commitments for 334 new aircraft through 2028, and corporate offices globally Owned Fleet Composition (as of December 31, 2023) | Aircraft Type | Number of Aircraft | | :-------------------- | :------------------- | | Narrowbody | 345 | | Widebody | 118 | | Total | 463 | Aircraft Purchase Commitments (as of December 31, 2023) | Delivery Year | Number of Aircraft | Estimated Purchase Price (billions) | | :-------------- | :----------------- | :-------------------------------- | | 2024 | 92 | $6.8 | | 2025 | 66 | $4.4 | | 2026 | 75 | $4.4 | | 2027 | 58 | $3.6 | | 2028 | 43 | $2.6 | | Total | 334 | $21.7 | New Aircraft Lease Placements (as of February 15, 2024) | Delivery Year | Number of Aircraft in Orderbook | Number of Lease Placements | % Leased | | :-------------- | :------------------------------ | :------------------------- | :------- | | 2024 | 92 | 92 | 100.0% | | 2025 | 66 | 66 | 100.0% | | 2026 | 75 | 42 | 56.0% | | 2027 | 58 | 17 | 29.3% | | 2028 | 43 | — | — % | | Total | 334 | 217 | | - ALC leases its principal executive office in Los Angeles, California, and other offices in Hong Kong and Dallas, Texas. It owns its office in Dublin, Ireland[174] Legal Proceedings ALC is pursuing legal claims against aviation insurers to recover losses from aircraft detained in Russia, having already received a $64.9 million settlement for four aircraft - ALC filed a lawsuit in Los Angeles County Superior Court against its aviation insurers in December 2022 to recover losses from aircraft detained in Russia, with a trial date set for April 17, 2025[175] - On December 21, 2023, ALC received approximately $64.9 million in cash insurance settlement proceeds for four aircraft previously leased to S7, a Russian airline. This settlement partially mitigates losses from the Russian fleet write-off[175][227] - In January 2024, ALC filed suit in the High Court of Justice, England & Wales, against Russian airlines' aviation insurers and reinsurance insurers for aircraft still in Russia[176] - ALC does not expect these legal matters to have a material adverse effect on its financial results, as the entire interest in the Russian fleet was written off in 2022, and any future recoveries would be recorded as gains[177] Mine Safety Disclosures This item is not applicable to Air Lease Corporation - Mine Safety Disclosures are not applicable to ALC[179] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ALC's Class A common stock trades on the NYSE, with 111 million shares outstanding, and the company declared quarterly cash dividends of $0.81 per share in 2023 - ALC's Class A common stock is listed on the New York Stock Exchange (NYSE) under the symbol 'AL'[5] Class A Common Stock and Dividend Information | Metric | Value (as of Dec 31, 2023) | | :--------------------------------- | :-------------------------------- | | Shares Outstanding | 111,027,252 | | Holders of Record (as of Feb 7, 2024) | Approximately 64 | | Dividends Declared per Share (2023) | $0.81 (up from $0.755 in 2022) | | Quarterly Dividend Approved (Feb 13, 2024) | $0.21 per share (payable April 10, 2024) | - The company completed its $150.0 million stock repurchase program in April 2022, repurchasing 3,420,874 shares of Class A common stock during 2022[344][414] RESERVED This item is reserved and contains no information - Item 6 is reserved[189] Management's Discussion and Analysis of Financial Condition and Results of Operations This section details ALC's financial performance, fleet growth, revenue drivers, and liquidity for 2023, highlighting impacts from delivery delays, interest expenses, and Russian fleet settlements Key Financial Highlights (2023 vs. 2022) | Metric | 2023 | 2022 | Change (YoY) | | :------------------------------------------ | :-------------------- | :-------------------- | :-------------------- | | Total Revenues | $2.68 billion | $2.32 billion | +15.9% | | Net Income Attributable to Common Stockholders | $572.9 million | $(138.7) million | From loss to profit | | Diluted EPS | $5.14 | $(1.24) | From loss to profit | | Adjusted Net Income Before Income Taxes | $733.6 million | $659.9 million | +11.2% | | Adjusted Diluted EPS Before Income Taxes | $6.58 | $5.89 | +11.7% | | Gains from Aircraft Sales | $156.3 million (27 aircraft) | $48.0 million (15 aircraft) | +225.6% | | End of Lease Revenue | $124.4 million (22 aircraft) | $76.6 million (12 aircraft) | +62.4% | | Net Write-off of Russian Fleet (Recoveries) | $(67.0) million (benefit) | $771.5 million (loss) | Significant recovery | | Composite Cost of Funds | 3.77% | 3.07% | +0.70 percentage points | - ALC's fleet grew by 6.9% in net book value to $26.2 billion as of December 31, 2023, with 71 new aircraft purchased and 27 sold. The weighted average fleet age remained young at 4.6 years, and the remaining lease term was 7.0 years[198][199] - Ongoing manufacturing delays from Airbus and Boeing, compounded by engine manufacturer delays (e.g., Pratt & Whitney GTF engine flaw) and increased FAA oversight (e.g., Boeing 737-9 MAX), are expected to cause further delivery delays beyond 2024, impacting ALC's orderbook[210][211][213][215][224][225] - ALC ended 2023 with $6.8 billion in total liquidity, comprising $0.5 billion in unrestricted cash and $6.3 billion in undrawn revolving credit facility capacity. The company's debt financing strategy focuses on unsecured, mostly fixed-rate debt in global markets[230][231] Cash Flow Summary (2023 vs. 2022) | Activity | 2023 (billions) | 2022 (billions) | Change (YoY) | | :-------------------------------- | :-------------- | :-------------- | :------------- | | Net Cash Provided by Operating Activities | $1.7 | $1.4 | +$0.3 billion | | Net Cash Used in Investing Activities | $(2.8) | $(3.4) | -$0.6 billion | | Net Cash Provided by Financing Activities | $0.7 | $1.7 | -$1.0 billion | Overview 2023 Summary Our Fleet Aircraft Industry and Sources of Revenues Other Industry Updates Update on Russian Fleet Liquidity and Capital Resources Results of Operations Critical Accounting Estimates Quantitative and Qualitative Disclosures About Market Risk ALC is exposed to interest rate and foreign exchange risks, mitigated by fixed-rate debt, lease contract adjusters, and U.S. dollar denominated agreements - ALC's business is exposed to market risk from changes in interest rates, with $3.0 billion in floating-rate debt outstanding as of December 31, 2023. A 1.0% increase in the composite interest rate on floating-rate debt would result in an additional $29.6 million in annual interest expense[314] - To mitigate interest rate risk on forward lease placements, a majority of ALC's contracts include manufacturer escalation protection and/or interest rate adjusters, which can modify lease rates based on changes in CPI or benchmark interest rates[315] - ALC minimizes foreign exchange risk by denominating most aircraft purchase, lease, and debt agreements in U.S. dollars. However, an appreciating U.S. dollar can negatively impact non-U.S. lessees' ability to make lease payments, as they earn revenues in local currencies[316] - ALC has effectively hedged its Canadian dollar-denominated debt through cross-currency swaps, converting borrowing rates to fixed U.S. dollar rates[317] Financial Statements and Supplementary Data This section presents ALC's audited consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes for the past three years - The consolidated financial statements include the balance sheets, statements of operations and other comprehensive income/(loss), shareholders' equity, and cash flows for the three-year period ended December 31, 2023[322][340][342][344][346] - KPMG LLP provided an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[322][332] - A critical audit matter identified was the assessment of the carrying value of flight equipment subject to operating leases, requiring challenging and subjective auditor judgment, particularly for future projected leases and residual value[326][328] Consolidated Balance Sheet Highlights (as of December 31, 2023 vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Total Assets | $30,452,252 | $28,396,705 | | Total Liabilities | $23,292,214 | $21,750,342 | | Total Shareholders' Equity | $7,160,038 | $6,646,363 | | Flight Equipment Subject to Operating Leases (Net) | $26,231,208 | $24,538,385 | | Debt Financing, Net | $19,182,657 | $18,641,063 | | Cash and Cash Equivalents | $460,870 | $766,418 | Consolidated Statements of Operations Highlights (Year Ended December 31, 2023 vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Total Revenues | $2,684,977 | $2,317,302 | | Interest Expense | $708,963 | $546,178 | | Depreciation of Flight Equipment | $1,068,772 | $965,955 | | Write-off of Russian Fleet, net of (recoveries) | $(67,022) | $771,476 | | Net Income/(Loss) | $614,622 | $(97,024) | | Net Income/(Loss) Attributable to Common Stockholders | $572,922 | $(138,724) | | Diluted Earnings/(Loss) Per Share | $5.14 | $(1.24) | Consolidated Statements of Cash Flows Highlights (Year Ended December 31, 2023 vs. 2022) | Activity | 2023 (in thousands) | 2022 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Net Cash Provided by Operating Activities | $1,746,880 | $1,382,150 | | Net Cash Used in Investing Activities | $(2,778,383) | $(3,404,204) | | Net Cash Provided by Financing Activities | $715,978 | $1,693,779 | | Net (Decrease)/Increase in Cash | $(315,525) | $(328,275) | Reports of Independent Registered Public Accounting Firm Financial Statements Notes to Consolidated Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[461] Controls and Procedures ALC's management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, a finding concurred by KPMG LLP - ALC's disclosure controls and procedures were deemed effective as of December 31, 2023[463] - Management assessed and concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[465] - KPMG LLP issued an unqualified audit report on the effectiveness of ALC's internal control over financial reporting[466] - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023[467] Other Information This item reports that there is no other information to disclose - No other information was reported[468] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to Air Lease Corporation - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable to ALC[469] PART III Directors, Executive Officers and Corporate Governance This section incorporates information from ALC's 2024 Proxy Statement regarding directors, executive officers, and corporate governance, including its Code of Business Conduct and Ethics - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement[471] - ALC has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines, available on its website, promoting integrity, diversity, equity, and inclusion[73][472][473] Executive Compensation Information regarding executive compensation is incorporated by reference from ALC's 2024 Proxy Statement - Executive compensation information is incorporated by reference from the 2024 Proxy Statement[474] Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters This section incorporates information from ALC's 2024 Proxy Statement on security ownership, noting approximately 4.1 million shares available for new awards under the 2023 Equity Incentive Plan - Information on security ownership of certain beneficial owners and management is incorporated by reference from the 2024 Proxy Statement[475] Stock Authorized for Issuance Under Equity Compensation Plans (as of December 31, 2023) | Plan Category | Number of securities remaining available for future issuance | | :------------------------------------------ | :--------------------------------------------------------- | | Equity compensation plans approved by security holders | 4,142,948 | | Equity compensation plans not approved by security holders | — | | Total | 4,142,948 | Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from ALC's 2024 Proxy Statement - Information on certain relationships and related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement[478] Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from ALC's 2024 Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement[479] PART IV Exhibits, Financial Statement Schedules This section lists consolidated financial statements and a comprehensive array of exhibits filed as part of the Annual Report on Form 10-K - The consolidated financial statements are filed as part of this Annual Report on Form 10-K[481] - Financial statement schedules have been omitted as they are not required, not applicable, or the information is included in the consolidated financial statements or notes[482] - A comprehensive list of exhibits, including organizational documents, debt agreements, aircraft purchase agreements, and compensation plans, is provided[483] Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[502] SIGNATURES The report is duly signed by ALC's Executive Vice President and Chief Financial Officer, along with other executives and directors, on February 15, 2024 - The report is signed by Gregory B. Willis, Executive Vice President and Chief Financial Officer, and other key executives and directors on February 15, 2024[504][505][506]