3 unchanged sentences
(Dollars in thousands, except share and per share data)
−Removed: Notes June 30, 2025 December 31, 2024
+Added: Notes September 30, 2025 December 31, 2024
Current Assets
3 unchanged sentences
Inventory, net 2 897,216 551,156
−Removed: Assets held for sale 121,848 —
Other current assets (2)
13 unchanged sentences
Current security deposits 16,012 18,100
−Removed: Liabilities held for sale 30,883 —
Other current liabilities 2 41,285 100,565
8 unchanged sentences
2,000,000,000 shares authorized;
−Removed: 102,560,867 and 102,550,975 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)
+Added: 102,572,000 and 102,550,975 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
$ 1,026 $ 1,026
1 unchanged sentence
200,000,000 shares authorized;
−Removed: 6,800,000 and 11,740,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)
+Added: 6,800,000 and 11,740,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
Additional paid in capital ( 26,549 ) 153,328
3 unchanged sentences
______________________________________________________
−Removed: (1) Includes accounts receivable from the 2025 Partnership of $ 93,576 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
−Removed: (2) Includes receivables from the 2025 Partnership of $ 18,141 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
+Added: (1) Includes accounts receivable from the 2025 Partnership of $ 50,856 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.
+Added: (2) Includes receivables from the 2025 Partnership of $ 17,585 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(Dollars in thousands, except share and per share data)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
Notes 2025 2024 2025 2024
22 unchanged sentences
Gain on sale to the 2025 Partnership 4,609 — 50,083 —
−Removed: Other income (expense) 27,156 ( 498 ) 60,227 136
+Added: Other income 3,570 2,909 63,797 3,045
Total other expense ( 56,829 ) ( 55,466 ) ( 89,750 ) ( 173,514 )
12 unchanged sentences
______________________________________________________
−Removed: (1) Includes servicing fees of $ 2,052 and $ 2,600 for the three and six months ended June 30, 2025, respectively, from the 2025 Partnership.
−Removed: (2) Includes the profit elimination of $( 4,935 ) and $( 11,885 ) for the three and six months ended June 30, 2025, respectively, and $ 0 and $ 0 for the three and six months ended June 30, 2024, respectively, for sales to the 2025 Partnership.
+Added: (1) Includes servicing fees of $ 3,035 and $ 5,635 for the three and nine months ended September 30, 2025, respectively, from the 2025 Partnership.
+Added: (2) Includes the profit elimination of $( 3,908 ) and $( 15,793 ) for the three and nine months ended September 30, 2025, respectively, for sales to the 2025 Partnership.
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(Dollars in thousands)
−Removed: Three and Six Months Ended June 30, 2025
+Added: Three and Nine Months Ended September 30, 2025
Ordinary Shares Preferred Shares Additional Paid In Capital (Accumulated Deficit) Retained Earnings Total Equity
8 unchanged sentences
Equity-based compensation 10,404 10,404
−Removed: Equity - March 31, 2025 $ 1,026 $ 68 $ ( 2,044 ) $ 29,283 $ 28,333
+Added: Equity - June 30, 2025 $ 1,026 $ 68 $ ( 30,831 ) $ 194,681 $ 164,944
Net income 117,718 117,718
−Removed: Total comprehensive loss 165,398 165,398
+Added: Total comprehensive income 117,718 117,718
Issuance of ordinary shares 124 124
2 unchanged sentences
Equity-based compensation 5,655 5,655
−Removed: Equity - June 30, 2025 $ 1,026 $ 68 $ ( 30,831 ) $ 194,681 $ 164,944
+Added: Net settlement on vesting of equity awards
+Added: ( 1,497 ) ( 1,497 )
+Added: Equity - September 30, 2025 $ 1,026 $ 68 $ ( 26,549 ) $ 277,919 $ 252,464
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(Dollars in thousands)
−Removed: Three and Six Months Ended June 30, 2024
+Added: Three and Nine Months Ended September 30, 2024
Ordinary Shares Preferred Shares Additional Paid In Capital Accumulated Deficit Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity
Equity - December 31, 2023 $ 1,002 $ 159 $ 255,973 $ ( 81,785 ) $ 534 $ 175,883
−Removed: Net income 39,622 39,622
+Added: Net loss ( 180,248 ) ( 180,248 )
Total comprehensive income ( 180,248 ) ( 180,248 )
+Added: Purchase of non-controlling interest $ ( 534 ) ( 534 )
Dividends declared - ordinary shares ( 60,148 ) ( 60,148 )
Dividends declared - preferred shares ( 16,670 ) ( 16,670 )
+Added: Issuance of ordinary shares 20 150,116 150,136
Equity-based compensation 1,148 1,148
−Removed: Equity - March 31, 2024 $ 1,002 $ 159 $ 218,074 $ ( 42,163 ) $ 534 $ 177,606
+Added: Equity - June 30, 2024 $ 1,022 $ 159 $ 330,419 $ ( 262,033 ) $ — $ 69,567
Net income 86,482 86,482
Total comprehensive income 86,482 86,482
−Removed: Purchase of non-controlling interest ( 534 ) ( 534 )
−Removed: Issuance of ordinary shares 20 150,116 150,136
Dividends declared - ordinary shares ( 30,661 ) ( 30,661 )
Dividends declared - preferred shares ( 8,335 ) ( 8,335 )
+Added: Issuance of ordinary shares 3 46 49
Equity-based compensation 1,430 1,430
−Removed: Equity - June 30, 2024 $ 1,022 $ 159 $ 330,419 $ ( 262,033 ) $ — $ 69,567
+Added: Equity - September 30, 2024 $ 1,025 $ 159 $ 292,899 $ ( 175,551 ) $ — $ 118,532
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(Dollars in thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Cash flows from operating activities:
Net income (loss) $ 385,502 $ ( 93,766 )
−Removed: Adjustments to reconcile net income to net cash used in operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in losses of unconsolidated entities (1)
12 unchanged sentences
Amortization of deferred financing costs 8,772 7,996
+Added: Provision for credit losses 276 2,784
Other 710 ( 158 )
8 unchanged sentences
Investment in unconsolidated entities ( 188,698 ) —
+Added: Return of capital from unconsolidated entities 27,113 —
Principal collections on finance leases 1,580 1,872
Principal collections on notes receivable 4,328 3,874
+Added: Acquisition of business, net of cash acquired ( 37,133 ) ( 143,634 )
Acquisition of leasing equipment ( 489,781 ) ( 622,366 )
14 unchanged sentences
(Dollars in thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Cash flows from financing activities:
7 unchanged sentences
Capital contributions from non-controlling interests — ( 534 )
+Added: Settlement of equity-based compensation ( 1,497 ) —
Redemption of preferred shares ( 124,167 ) —
15 unchanged sentences
______________________________________________________
−Removed: (1) Includes the profit elimination of $( 11,885 ) and $ 0 for the six months ended June 30, 2025 and 2024, respectively, for sales to the 2025 Partnership within the Aerospace Products segment.
−Removed: (2) Includes deposits for acquisition of leasing equipment paid on behalf of the 2025 Partnership of $ 23,473 and $ 0 for the six months ended June 30, 2025 and 2024, respectively, and return of deposits for the acquisition of leasing equipment reimbursed from the 2025 Partnership of $ 42,813 and $ 0 for the six months ended June 30, 2025 and 2024, respectively.
+Added: (1) Includes the profit elimination of $( 15,793 ) for the nine months ended September 30, 2025, for sales to the 2025 Partnership within the Aerospace Products segment.
+Added: (2) Includes deposits for acquisition of leasing equipment paid on behalf of the 2025 Partnership of $ 23,473 for the nine months ended September 30, 2025, and return of deposits for the acquisition of leasing equipment reimbursed from the 2025 Partnership of $ 42,813 for the nine months ended September 30, 2025.
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(Dollars in tables in thousands, unless otherwise noted)
−Removed: FTAI Aviation Ltd.
−Removed: is a Cayman Islands exempted company, which through its subsidiaries, is a leading full-service provider for CFM56-5B, CFM56-7B and V2500 aircraft engines, which power the majority of the world’s fleet of narrowbody aircraft.
−Removed: We own and lease aircraft and engines to airlines and asset owners globally.
−Removed: Additionally, we repair and sell refurbished engines and aftermarket components of engines as well as develop and manufacture Parts Manufacturer Approval (“PMA”) parts through a joint venture.
−Removed: We conduct engine maintenance at our 100% owned facilities in Montréal and Miami, as well as through our 50 % equity ownership in QuickTurn Europe, located in Rome.
−Removed: Collectively, these facilities span over 900,000 square feet equipped with advanced tooling, engine test cells, and engineering capabilities to support a wide range of component repairs and service requirements.
−Removed: In addition, we also support global operations through exclusive arrangements and strategic partnerships at key locations worldwide.
−Removed: Our principal corporate location is in New York City, and we have a global presence through our offices in Cardiff, Dubai, Dublin and Singapore, in addition to Montréal, Miami and Rome.
−Removed: The majority of our target customers are small and medium sized airlines which have narrowbody fleets powered by CFM56-5B, CFM56-7B and V2500 engines.
+Added: This report on Form 10-Q should be read in conjunction with the FTAI Aviation Ltd.(“FTAI”, “FTAI Aviation” or “the Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Form 10-K”).
+Added: FTAI Aviation is a Cayman Islands exempted company, which through its subsidiaries, is a leading full-service provider for CFM56-5B, CFM56-7B and V2500 aircraft engines, which power the majority of the world’s fleet of narrowbody aircraft.
+Added: The Company owns and leases aircraft and engines to airlines and asset owners globally.
+Added: Additionally, the Company repairs and sells refurbished engines and aftermarket components of engines as well as develops and manufactures Parts Manufacturer Approval (“PMA”) parts through a joint venture.
+Added: The Company has two reportable segments, (i) Aviation Leasing and (ii) Aerospace Products (see Note 12).
+Added: The Company conducts engine maintenance at its 100% owned facilities in Montréal, Miami, and Orange, as well as through its 50 % equity ownership in QuickTurn Europe, located in Rome.
+Added: Collectively, these facilities span over 950,000 square feet and are equipped with advanced tooling, engine test cells, and engineering capabilities to support a wide range of component repairs and service requirements.
+Added: In addition, the Company also supports global operations through exclusive arrangements and strategic partnerships at key locations worldwide.
+Added: The Company’s principal corporate location is in New York City, and has a global presence through offices in Cardiff, Dubai, Dublin and Singapore, in addition to Montréal, Miami, Orange and Rome.
+Added: The majority of FTAI’s target customers are small and medium sized airlines which have narrowbody fleets powered by CFM56-5B, CFM56-7B and V2500 engines.
There are hundreds of these operators worldwide, which creates a large addressable market in which FTAI focuses and can provide significant value versus competitors.
−Removed: We have two reportable segments, (i) Aviation Leasing and (ii) Aerospace Products (see Note 12).
−Removed: Except as otherwise specified, “we”, “us”, “our”, “FTAI”, “FTAI Aviation” or “the Company” refer to us and our consolidated subsidiaries.
−Removed: Prior to May 28, 2024, FTAI Aviation Ltd.
−Removed: operated under a management agreement (the “Management Agreement”) with FIG LLC (the “Former Manager”), and Fortress Worldwide Transportation and Infrastructure Master GP LLC (the “Master GP”), each an affiliate of Fortress Investment Group LLC (“Fortress”).
−Removed: For their services, the Former Manager was entitled to management fees and the Master GP was entitled to certain incentive allocations, both defined in, and in accordance with the terms of, the Management Agreement.
−Removed: On May 28, 2024, the Company entered into an Internalization Agreement with the Former Manager and the Master GP (the “Internalization Agreement”), pursuant to which the Management Agreement was terminated effective May 28, 2024 (the “Effective Date”), except that certain indemnification and other obligations survive, and the Company internalized its management functions (such transactions, the “Internalization”).
−Removed: As a result of the Internalization, the Company ceased to be externally managed and operates as an internally managed company.
−Removed: In connection with the termination of the Management Agreement, the Company (i) agreed to pay the Former Manager (for itself and on behalf of the Master GP, as applicable) $ 150.0 million (the “Cash Consideration”), the compensation accrued and payable, but not yet paid, under the Management Agreement, and the expenses that were reimbursable, but not yet reimbursed, under the Management Agreement;
−Removed: (ii) issued to the Former Manager (for itself and on behalf of the Master GP, as applicable) 1,866,949 ordinary shares of the Company (the “Share Consideration”);
−Removed: and (iii) purchased from Master GP all of its partnership interests in FTAI Aviation Holdco Ltd., a subsidiary of the Company, in exchange for $ 30 thousand.
−Removed: In addition, the Former Manager repaid to the Company certain annual bonus payments due to certain employees of the Former Manager or its affiliates who provide services to the Company with respect to the 2024 calendar year on a pro rata basis.
−Removed: The Company financed the cash payments through one or more debt financings, along with cash on hand.
−Removed: On May 28, 2024, the Company also entered into a Transition Services Agreement (the “Transition Services Agreement”) with the Former Manager.
−Removed: Under the Transition Services Agreement, the Former Manager was required to continue to provide the Company and its affiliates with all of the services provided by the Former Manager to the Company and its affiliates immediately prior to May 28, 2024 (the “Services”) for a transition period until October 31, 2024, during which the Company procured replacements for the Services.
−Removed: In addition, the Former Manager was required to continue to provide the services that were reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025.
−Removed: The Services were provided to the Company for a fee equal to the Former Manager’s cost of providing the Services, plus a mark-up of ten percent ( 10 %).
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
generally accepted accounting principles (“U.S.
−Removed: GAAP”) and include the accounts of us and our subsidiaries.
−Removed: These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions.
+Added: GAAP”) and include the accounts of the Company and its subsidiaries.
+Added: Principles of Consolidation — The Company consolidates all entities in which it has a controlling financial interest and control over significant operating decisions.
All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The ownership interest of other investors in the Company’s consolidated subsidiaries is recorded as non-controlling interest.
−Removed: FTAI AVIATION LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: (Dollars in tables in thousands, unless otherwise noted)
−Removed: We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation.
−Removed: Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities.
+Added: The Company uses the equity method of accounting for investments in entities in which it exercises significant influence but does not meet the requirements for consolidation.
+Added: Under the equity method, the Company records its proportionate share of the underlying net income (loss) of these entities.
Use of Estimates — The preparation of financial statements in conformity with U.S.
2 unchanged sentences
Reclassifications — Certain amounts from prior periods in the Company’s consolidated financial statements have been reclassified to align with the presentation in the current period.
−Removed: Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks.
+Added: Risks and Uncertainties — In the normal course of business, the Company encounters several significant types of economic risk including credit, market, and capital market risks.
Credit risk is the risk of the inability or unwillingness of a lessee or customer to make contractually required payments or to fulfill its other contractual obligations.
−Removed: Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments, increase the risk of unscheduled lease terminations and depress lease rates and the value of our leasing equipment or operating assets.
−Removed: Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities.
−Removed: We, through our subsidiaries, also conduct operations outside of the United States;
−Removed: such international operations are subject to the same risks as those associated with our United States operations as well as additional risks, including unexpected changes in regulatory requirements, heightened risk of political and economic instability, potentially adverse tax consequences and the burden of complying with foreign laws.
−Removed: We do not have significant exposure to foreign currency risk as all of our leasing arrangements are denominated in U.S.
−Removed: Cash and Cash Equivalents — We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.
−Removed: Inventory, net — We hold aircraft engines, engine modules, spare parts and used material inventory for sale.
+Added: Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which the Company operates, which could adversely impact the pricing of the services offered by the Company or a lessee’s or customer’s ability to make payments, increase the risk of unscheduled lease terminations and depress lease rates and the value of the Company’s leasing equipment or operating assets.
+Added: Capital market risk is the risk that the Company is unable to obtain capital at reasonable rates to fund the growth of its business or to refinance existing debt facilities.
+Added: The Company, through our subsidiaries, also conducts operations outside of the United States;
+Added: such international operations are subject to the same risks as those associated with the Company’s United States operations as well as additional risks, including unexpected changes in regulatory requirements, heightened risk of political and economic instability, potentially adverse tax consequences and the burden of complying with foreign laws.
+Added: The Company does not have significant exposure to foreign currency risk as all of its leasing arrangements are denominated in U.S.
+Added: Cash and Cash Equivalents — The Company considers all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.
+Added: Inventory, net — The Company holds aircraft engines, engine modules, spare parts and used material inventory for sale.
At times, inventory is transferred to leasing equipment in connection with a rebuilt engine or engine repair.
−Removed: Inventory is carried at the lower of cost or net realizable value on our Consolidated Balance Sheets.
+Added: Inventory is carried at the lower of cost or net realizable value on the Company’s Consolidated Balance Sheets.
+Added: FTAI AVIATION LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
+Added: (Dollars in tables in thousands, unless otherwise noted)
Revenues — Revenues are within the scope of ASC 842, Leases, and ASC 606, Revenue from contracts with customers .
−Removed: We have elected to exclude sales and other similar taxes from revenues.
−Removed: Operating Leases —We lease equipment pursuant to operating leases.
+Added: The Company has elected to exclude sales tax and other similar taxes from revenues.
+Added: Operating Leases — The Company leases equipment pursuant to operating leases.
Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the lease, assuming no renewals.
1 unchanged sentence
When collectability is not reasonably assured, the lessee is placed on non-accrual status and revenue is recognized when cash payments are received.
−Removed: Generally, under our aircraft lease and engine agreements, the lessee is required to make periodic maintenance payments calculated based on the lessee’s utilization of the leased asset or at the end of the lease.
−Removed: Typically, under our aircraft lease agreements, the lessee is responsible for maintenance, repairs and other operating expenses throughout the term of the lease.
−Removed: These periodic maintenance payments accumulate over the term of the lease to fund major maintenance events, and we are contractually obligated to return maintenance payments to the lessee up to the cost of maintenance events paid by the lessee.
−Removed: In the event the total cost of maintenance events over the term of a lease is less than the cumulative maintenance payments, we are not required to return any unused or excess maintenance payments to the lessee.
−Removed: Maintenance payments received for which we expect to repay to the lessee are presented as current and non-current Maintenance deposits in our Consolidated Balance Sheets.
−Removed: All excess maintenance payments received that we do not expect to repay to the lessee are recorded as Maintenance revenue on our Consolidated Statements of Operations.
+Added: Generally, under the Company’s aircraft lease and engine agreements, the lessee is required to make periodic maintenance payments calculated based on the lessee’s utilization of the leased asset or at the end of the lease.
+Added: Typically, under the Company’s aircraft lease agreements, the lessee is responsible for maintenance, repairs and other operating expenses throughout the term of the lease.
+Added: These periodic maintenance payments accumulate over the term of the lease to fund major maintenance events, and the Company is contractually obligated to return maintenance payments to the lessee up to the cost of maintenance events paid by the lessee.
+Added: In the event the total cost of maintenance events over the term of a lease is less than the cumulative maintenance payments, the Company is not required to return any unused maintenance payments to the lessee.
+Added: Maintenance payments received for which the Company expects to repay to the lessee are presented as current and non-current Maintenance deposits in its Consolidated Balance Sheets.
+Added: All excess maintenance payments received that the Company does not expect to repay to the lessee are recorded as Maintenance revenue on its Consolidated Statements of Operations.
Estimates in recognizing revenue include mean time between removal, projected costs for engine maintenance and forecasted utilization of aircraft which are affected by historical usage patterns and overall industry, market and economic conditions.
Significant changes to these estimates could have a material effect on the amount of revenue recognized in the period.
−Removed: Finance Leases —From time to time we enter into finance lease arrangements that include a lessee obligation to purchase the leased equipment at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value that equals or exceeds substantially all of the fair value of the leased equipment at the date of lease inception.
+Added: Finance Leases — From time to time the Company enters into finance lease arrangements that include a lessee obligation to purchase the leased equipment at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value that equals or exceeds substantially all of the fair value of the leased equipment at the date of lease inception.
Net investment in finance leases represents the minimum lease payments due from lessee, net of unearned income.
4 unchanged sentences
When collectability is not reasonably assured, the lessee is placed on non-accrual status and revenue is recognized when cash payments are received.
−Removed: FTAI AVIATION LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: (Dollars in tables in thousands, unless otherwise noted)
−Removed: Asset sales revenue —Asset sales revenue primarily consists of the transaction price related to the sale of aircraft and aircraft engines from our Aviation Leasing segment.
+Added: Asset sales revenue — Asset sales revenue primarily consists of the transaction price related to the sale of aircraft and aircraft engines from the Company’s Aviation Leasing segment.
From time to time, the Company may also assign the related lease agreements to the customer as part of the sale of these assets.
−Removed: We routinely sell leasing equipment to customers, and such transactions are considered recurring and ordinary in nature to our business.
+Added: The Company routinely sells leasing equipment to customers, and such transactions are considered recurring and ordinary in nature to its business.
As such, these sales are accounted for within the scope of ASC 606.
4 unchanged sentences
The Company recognizes revenue over time using a straight-line attribution method and the costs related to fulfilling the performance obligation are expensed as incurred.
−Removed: Other Income — On December 30, 2024, we announced the launch of a Strategic Capital Initiative in partnership with third-party institutional investors.
−Removed: The first partnership under the initiative (the “2025 Partnership”) focuses on acquiring 737NG and A320ceo aircraft.
−Removed: As part of this transaction, the 2025 Partnership committed to acquire 45 on-lease narrowbody aircraft from us (the “Seed Assets”) and has signed an agreement through which our Maintenance, Repair and Exchange (“MRE”) business will provide replacement aircraft engines and modules for the life of the 2025 Partnership.
−Removed: During the three and six months ended June 30, 2025, 33 and 37 of the aircraft were sold for a gain of $ 34.6 million and $ 45.5 million, respectively, which was recognized within gain on sale to the 2025 Partnership.
−Removed: The aircraft sales (and the remaining 8 aircraft to be sold) are accounted for under ASC 610-20, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets , as they are non-recurring in nature and not considered part of the Company’s ordinary activities.
−Removed: During the three and six months ended June 30, 2025, the Company received $ 24.2 million and $ 54.3 million, respectively, in insurance recoveries in connection with the settlement of claims related to the aircraft and engines located in Russia and recorded the gain within other income.
−Removed: Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers and lessees.
−Removed: We attempt to limit our credit risk by performing ongoing credit evaluations.
−Removed: We earned 11 % and 14 % of our revenue from one customer in the Aviation Leasing segment during the three and six months ended June 30, 2025.
−Removed: We earn ed 19 % and 13 % o f our revenue from one customer in the Aerospace Products segment during the three and six months ended June 30, 2024, respectively.
−Removed: As of June 30, 2025, there was one customer in the Aerospace Products segment that represented 39 % of total accounts receivable, net.
−Removed: As of December 31, 2024, no single customer accounted for greater than 10% of total accounts receivable, net.
−Removed: We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions.
−Removed: We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts.
−Removed: Allowance for Doubtful Accounts — W e determine the allowance for doubtful accounts based on our assessment of the collectability of our leasing receivables on a lessee-by-lessee basis.
−Removed: The allowance for doubtful accounts was $ 28.4 million and $ 74.9 million as of June 30, 2025 and December 31, 2024, respectively .
−Removed: We determine the credit loss reserve for note receivables, receivables related to finance leases and inventory sales.
−Removed: There was a provision for credit losses of $ 0.0 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively.
−Removed: There was a provision for credit losses of $ 0.1 million for the three and six months ended June 30, 2024, included in operating expenses.
−Removed: Receivables are written off after all reasonable means to collect the full amount have been exhausted.
+Added: Maintenance, Repair and Exchange (“MRE”) Contract revenue — MRE Contract revenue consists of the transaction price related to the sale of CFM56-5B, CFM56-7B and V2500 commercial aircraft engines and related modules to, and subsequent exchange of unserviceable engines and modules from, the special purpose entities (the “SPVs”) of the first partnership of the strategic capital initiative (the “2025 Partnership”).
+Added: MRE Contract revenue is recognized under ASC 606 when a performance obligation is satisfied by transferring control of the serviceable engine or module to the 2025 Partnership, along with corresponding costs of sales.
+Added: Refer to Note 11 “Affiliate Transactions and Former Management Agreement” for additional information on the 2025 Partnership and the strategic capital initiative.
+Added: Other Income — The 2025 Partnership committed to acquire 45 on-lease narrowbody aircraft from the Company (the “Seed Assets”) and has signed an agreement through which the Company’s MRE business will provide replacement aircraft engines and modules for the life of the 2025 Partnership.
+Added: During the three and nine months ended September 30, 2025, 8 and 45 of the aircraft were sold for a gain of $ 4.6 million and $ 50.1 million, respectively, which was recognized within gain on sale to the 2025 Partnership.
+Added: The aircraft sales are accounted for under ASC 610-20, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets , as they are non-recurring in nature and not considered part of the Company’s ordinary activities.
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
+Added: During the three and nine months ended September 30, 2025, the Company received $ 0.0 million and $ 54.3 million, respectively, in insurance recoveries in connection with the settlement of claims related to the aircraft and engines located in Russia and recorded the gain within other income.
+Added: Concentration of Credit Risk — The Company is subject to concentrations of credit risk with respect to amounts due from customers and lessees.
+Added: The Company attempts to limit its credit risk by performing ongoing credit evaluations.
+Added: The Company earned 16 % and 11 % of its revenue from two customers in the Aerospace Products segment during the three months ended September 30, 2025.
+Added: The Company earned 12 % of its revenue from one customer in the Aerospace Products segment during the nine months ended September 30, 2025.
+Added: No single customer accounted for greater than 10% of total revenue during the three and nine months ended September 30, 2024.
+Added: As of September 30, 2025, there were two customers in the Aerospace Products segment that represented 25 % and 11 % of total accounts receivable, net.
+Added: As of December 31, 2024, no single customer accounted for greater than 10% of total accounts receivable, net.
+Added: The Company maintains cash and restricted cash balances, which generally exceed federally insured limits, and subject the Company to credit risk, in high credit quality financial institutions.
+Added: The Company monitors the financial condition of these institutions and has not experienced any losses associated with these accounts.
+Added: Allowance for Doubtful Accounts — The Company determines the allowance for doubtful accounts based on its assessment of the collectability of its leasing receivables, notes receivables and inventory sales.
+Added: In assessing the allowance, the Company considers past collection history and specific risks identified among uncollected accounts.
+Added: The assessment of collectability of its leasing receivables, notes receivables and inventory sales is done on a customer-by-customer basis.
+Added: The allowance for doubtful accounts was $ 28.4 million and $ 74.9 million as of September 30, 2025 and December 31, 2024, respectively .
+Added: There was a provision for credit losses of $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively, and $ 2.7 million and $ 2.8 million for the three and nine months ended September 30, 2024, respectively.
+Added: The provision for credit losses is included in the Company's operating expenses.
+Added: Receivables are written off after all reasonable means to collect the full amount have been exhausted.
+Added: For the three and nine months ended September 30, 2025, the Company recorded write-offs and recoveries, net, of its allowance for doubtful accounts of $ 0.1 million and $ 46.8 million, respectively.
Other Current Assets — Other current assets are summarized as follows:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Notes receivable $ 269,360 $ 165,338
8 unchanged sentences
Other Non-Current Assets — Other non-current assets are summarized as follows:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Lease incentives $ 47,320 $ 56,812
6 unchanged sentences
Other non-current assets $ 155,746 $ 208,430
+Added: FTAI AVIATION LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
+Added: (Dollars in tables in thousands, unless otherwise noted)
Other Current Liabilities — Other current liabilities are summarized as follows:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Deposits on sales of leasing equipment 37,551 $ 87,296
1 unchanged sentence
Other current liabilities $ 41,285 $ 100,565
−Removed: Assets Held for Sale— We classify assets as held for sale when the Company commits to a plan to sell and it is probable that the sale will be completed within one year.
−Removed: These assets are recorded at the lower of their carrying value or fair market value, less costs to sell, starting from the period in which they meet the criteria for this classification.
−Removed: The Company expects to sell the remaining eight Seed Assets to the 2025 Partnership which had been classified as held for sale in the first quarter of 2025.
−Removed: Upon reclassification, depreciation of the long-lived assets within the disposal group ceased, and the related assets and liabilities were transferred to assets held for sale and liabilities held for sale, respectively.
−Removed: The sales are expected to be completed in 2025.
−Removed: The assets and liabilities include the aircraft previously classified as leasing equipment, as well as related intangible assets and liabilities, and maintenance and security deposit liabilities.
−Removed: The sale of the 45 Seed Assets is treated as a single transaction and one disposal group under ASC 360, Property, plant and equipment , with the aggregate purchase price for Seed Assets, less costs to sell, exceeding the disposal group’s net book value.
−Removed: FTAI AVIATION LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: (Dollars in tables in thousands, unless otherwise noted)
−Removed: Assets and liabilities held for sale are summarized as follows (unaudited):
−Removed: June 30, 2025
−Removed: Leasing equipment, net $ 120,773
−Removed: Intangible assets, net 158
−Removed: Other non-current assets 917
−Removed: Assets held for sale $ 121,848
−Removed: Current maintenance deposits $ 19,322
−Removed: Current security deposits —
−Removed: Non-current maintenance deposits 3,456
−Removed: Non-current security deposits 2,738
−Removed: Other non-current liabilities 5,367
−Removed: Liabilities held for sale $ 30,883
Dividends — Dividends are recorded if and when declared by the Board of Directors.
−Removed: For the three and six months ended June 30, 2025 and 2024, the Board of Directors declared cash dividends of $ 0.30 and $ 0.60 per ordinary share, respectively.
−Removed: Additionally, in the quarter ended June 30, 2025, the Board of Directors declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively.
+Added: For the three and nine months ended September 30, 2025, the Board of Directors declared cash dividends of $ 0.35 and $ 0.95 per ordinary share, respectively.
+Added: For the three and nine months ended September 30, 2024, the Board of Directors declared cash dividends of $ 0.30 and $ 0.90 per ordinary share, respectively.
+Added: Additionally, in the three months ended September 30, 2025, the Board of Directors declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively.
Cash Flow Presentation — Included in net cash (used in) provided by operating activities are inflows from the sale of engine modules and parts that were on engines originally purchased and reported as leasing equipment, net.
7 unchanged sentences
When the expected predominant source of cash inflows is from sales transactions, the related cash outflow is reported as an outflow in net cash (used in) provided by operating activities.
−Removed: The cash and noncash related activities described above during the six months ended June 30, 2025 and 2024 are detailed below (unaudited):
−Removed: Six Months Ended June 30,
+Added: The cash and noncash related activities described above during the nine months ended September 30, 2025 and 2024 are detailed below (unaudited):
+Added: Nine Months Ended September 30,
(in thousands) 2025 2024
3 unchanged sentences
Total outflows related to manufacturing modules and parts - included in net cash used in operating activities ( 478,642 ) ( 270,679 )
−Removed: Cash received for assets sold sourced from leasing equipment - inflow included in net cash provided by operating activities 43,011 38,649
+Added: Cash received for assets sold sourced from leasing equipment - inflow included in net cash used in operating activities
+Added: 54,853 56,670
Cash received for sales of leasing equipment that include components sourced from inventory - inflow included in net cash provided by investing activities 635,865 276,699
Cash paid for engine and aircraft inventory - outflow included in net cash used in operating activities ( 127,260 ) —
+Added: Recent Accounting Pronouncements — In August 2023, the FASB issued ASU 2023‑05, Business Combinations – Joint Venture Formations , which requires that joint ventures, upon formation, apply a new basis of accounting by initially measuring assets and liabilities at fair value.
+Added: The amendments in ASU 2023‑05 are effective for joint ventures that are formed on or after January 1, 2025.
+Added: The adoption of ASU 2023-05 did not have a material impact on the Company’s consolidated financial statements.
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: Recent Accounting Pronouncements — In August 2023, the FASB issued ASU 2023‑05, Business Combinations – Joint Venture Formations , which requires that joint ventures, upon formation, apply a new basis of accounting by initially measuring assets and liabilities at fair value.
−Removed: The amendments in ASU 2023‑05 are effective for joint ventures that are formed on or after January 1, 2025.
−Removed: In the second quarter of 2025, the Company entered into a joint venture and is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient in developing reasonable and supportable forecasts as apart of estimating expected credit losses, allowing entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: The amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.
There have been no other changes to the discussion of recently issued accounting standards included in our Annual Report on Form 10‑K for the year ended December 31, 2024.
−Removed: Specifically, we continue to monitor the future adoption of ASU 2023‑09, Income Taxes (Topic 740):
+Added: Specifically, the Company continues to monitor the future adoption of ASU 2023‑09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures , and ASU 2024‑03, Income Statement—Reporting Comprehensive Income (Topic 220):
Improvements to Reportable Segment Expense Disclosures , both of which have future effective dates.
−Removed: We are currently evaluating the impact these standards may have on our consolidated financial statements and related disclosures.
+Added: The Company is currently evaluating the impact these standards may have on its consolidated financial statements and related disclosures.
ACQUISITION OF LOCKHEED MARTIN COMMERCIAL ENGINE SOLUTIONS
2 unchanged sentences
LMCES is a 526,000-square-foot aircraft engine maintenance repair facility located in Montréal, Quebec.
−Removed: We acquired LMCES to further enhance our MRE business and establish permanent engine and module manufacturing capabilities in Canada.
−Removed: The facility operates within our Aerospace Products segment, providing extensive engine and piece-part repair capabilities for the CFM56-5B and CFM56-7B engines.
+Added: The Company acquired LMCES to further enhance its MRE business and establish permanent engine and module manufacturing capabilities in Canada.
+Added: The facility operates within its Aerospace Products segment, providing extensive engine and piece-part repair capabilities for the CFM56-5B and CFM56-7B engines.
The results of operations of LMCES have been included in the Company’s results since the effective date of the acquisition.
1 unchanged sentence
The significant assumptions used to estimate the fair values of the property, plant, and equipment and inventory included replacement cost estimates and market data for similar assets where available.
−Removed: Subsequent to the acquisition, in the quarter ended June 30, 2025, measurement period adjustments as of the acquisition date were made as a result of the finalization of the net working capital adjustments which increased total consideration by $ 14.1 million.
+Added: Subsequent to the acquisition, in the nine months ended September 30, 2025, measurement period adjustments as of the acquisition date were made as a result of the finalization of the net working capital adjustments which increased total consideration by $ 14.1 million.
This adjustment resulted in an increase in goodwill of $ 14.1 million.
34 unchanged sentences
The unaudited financial information in the table below summarizes the combined results of operations of FTAI and LMCES on a pro forma basis.
−Removed: These pro forma results were based on estimates and assumptions which we believe are reasonable.
+Added: These pro forma results were based on estimates and assumptions which the Company believes are reasonable.
The pro forma adjustments are primarily comprised of the following:
2 unchanged sentences
The following unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2024.
−Removed: Three Months Ended Six Months Ended
−Removed: June 30, 2024 June 30, 2024
+Added: Three Months Ended Nine Months Ended
+Added: September 30, 2024 September 30, 2024
Total revenue $ 479,277 $ 1,283,520
2 unchanged sentences
Leasing equipment, net is summarized as follows:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Leasing equipment $ 2,169,514 $ 2,963,452
1 unchanged sentence
Leasing equipment, net $ 1,669,634 $ 2,373,730
−Removed: We identified certain assets in our leasing equipment portfolio with indicators of impairment.
−Removed: During the three and six months ended June 30, 2025, the Company did not record any transactional impairment charges.
−Removed: In comparison, for the three and six months ended June 30, 2024 the Company recognized transactional impairment charges of $ 0.0 million and $ 1.0 million, respectively, net of redelivery compensation.
+Added: The Company identified certain assets in its leasing equipment portfolio with indicators of impairment.
+Added: During the three and nine months ended September 30, 2025, the Company did not record any transactional impairment charges.
+Added: In comparison, for the three and nine months ended September 30, 2024, the Company recognized transactional impairment charges of $ 0.0 million and $ 1.0 million, respectively, net of redelivery compensation.
Depreciation expense for leasing equipment is summarized as follows (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
3 unchanged sentences
(Dollars in tables in thousands, unless otherwise noted)
−Removed: The following table presents the ownership interests and carrying values of our investments:
+Added: The following table presents the ownership interests and carrying values of the Company’s investments:
Carrying Value
−Removed: Investment Ownership Percentage June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: Investment Ownership Percentage September 30, 2025 (unaudited) December 31, 2024
Advanced Engine Repair JV Equity method 25 % $ 20,623 $ 19,048
2 unchanged sentences
$ 164,346 $ 19,048
−Removed: We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2025 and 2024.
−Removed: The following table presents our proportionate share of equity in (losses) earnings (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The Company did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2025 and 2024.
+Added: The following table presents the Company’s proportionate share of equity in (losses) earnings (unaudited):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Advanced Engine Repair JV $ 668 $ ( 438 ) $ 1,576 $ ( 1,592 )
−Removed: Falcon MSN 177 LLC — ( 61 ) — ( 207 )
2025 Partnership (1)
( 4,992 ) — ( 18,436 ) —
+Added: Falcon MSN 177 LLC (2)
+Added: — — — ( 207 )
QuickTurn Europe 100 — 19 —
1 unchanged sentence
______________________________________________________
−Removed: (1) Includes the profit elimination of $( 4,935 ) and $( 11,885 ) for the three and six months ended June 30, 2025, respectively, and $ 0 and $ 0 for the three and six months ended June 30, 2024, respectively, for sales to the 2025 Partnership.
+Added: (1) Includes the profit elimination of $( 3,908 ) and $( 15,793 ) for the three and nine months ended September 30, 2025, respectively, for sales to the 2025 Partnership.
+Added: (2) On May 3, 2024, the Company purchased the remaining interest of Falcon MSN 177 LLC (“Falcon”).
+Added: As a result, Falcon became a consolidated subsidiary, and is no longer accounted for as an equity method investment.
Equity Method Investments
Advanced Engine Repair JV
−Removed: In December 2016, we invested $ 15.0 million for a 25 % interest in an advanced engine repair joint venture.
+Added: In December 2016, the Company invested $ 15.0 million for a 25 % interest in an advanced engine repair joint venture.
This joint venture is focused on developing new cost savings programs for engine repairs.
−Removed: In August 2019, we expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest.
−Removed: We exercise significant influence over this investment and account for this investment as an equity method investment.
+Added: In August 2019, the Company expanded the scope of our joint venture and invested an additional $ 13.5 million and maintained a 25 % interest.
+Added: The Company exercises significant influence over this investment and accounts for this investment as an equity method investment.
Falcon MSN 177 LLC
−Removed: Since November 2021, we owned a 50 % interest in Falcon MSN 177 LLC (“Falcon”), an entity that consists of one Dassault Falcon 2000 aircraft.
+Added: Since November 2021, the Company owned a 50 % interest in Falcon MSN 177 LLC (“Falcon”), an entity that consists of one Dassault Falcon 2000 aircraft.
Falcon leases the aircraft to charter operators on aircraft, crew maintenance, and insurance contracts.
−Removed: We accounted for our investment in Falcon as an equity method investment as we have significant influence through our interest.
−Removed: On May 3, 2024, we purchased the remaining interest from S7 Aerospace for total cash consideration of $ 0.8 million and it is now a consolidated subsidiary.
+Added: The Company accounted for its investment in Falcon as an equity method investment as it had significant influence through its interest.
+Added: On May 3, 2024, the Company purchased the remaining interest from S7 Aerospace for total cash consideration of $ 0.8 million and it is now a consolidated subsidiary.
2025 Partnership
−Removed: In 2025, we invested $ 108.8 million in the 2025 Partnership, an investment focused on acquiring 737NG and A320ceo on-lease narrowbody aircraft, for which we are the Servicer and hold a 20 % limited partner ownership.
−Removed: We exercise significant influence over this investment and account for it using the equity method.
−Removed: As the Servicer, we are responsible for lessee invoicing and collections, airline relationship management, contracts management including lease extension and aircraft deliveries and redeliveries.
+Added: In the nine months ended September 30, 2025, the Company invested $ 151.6 million in the 2025 Partnership, an investment focused on acquiring 737NG and A320ceo on-lease narrowbody aircraft, for which the Company is the Servicer and holds a 20 % limited partner ownership.
+Added: The Company exercises significant influence over this investment and accounts for it using the equity method.
+Added: As the Servicer, The Company is responsible for lessee invoicing and collections, airline relationship management, contracts management including lease extension and aircraft deliveries and redeliveries.
The Company's proportionate share of equity in earnings related to this investment is based on the contractual profit-sharing arrangement, the elimination of profit on sales of engine and modules to the 2025 Partnership under ASC 606, and the servicing fees charged by us in our capacity as the Servicer to the 2025 Partnership.
The profit from the MRE Contract revenue is eliminated through equity method earnings and will be recognized over time as the 2025 Partnership generates income from leasing and sales activities.
−Removed: QuickTurn Europe
−Removed: On June 5, 2025, we invested $ 10.5 million for a 50 % interest in Quick Turn Engine Center Europe S.r.l.
−Removed: (previously IAG Engine Center Europe S.r.l.) or “QuickTurn Europe”, a 200,000 square-foot CFM56 engine maintenance repair and overhaul facility located at the Rome Fiumicino Airport.
−Removed: The joint venture was established to expand our global engine maintenance capabilities and meet increasing demand for MRE services.
−Removed: We account for our investment in QuickTurn Europe as an equity method investment as we have significant influence through our interest.
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
+Added: QuickTurn Europe
+Added: On June 5, 2025, the Company invested $ 10.5 million for a 50 % interest in Quick Turn Engine Center Europe S.r.l.
+Added: (previously IAG Engine Center Europe S.r.l.) or “QuickTurn Europe”, a 200,000 square-foot CFM56 engine maintenance repair and overhaul facility located at the Rome Fiumicino Airport.
+Added: The joint venture was established to expand the Company’s global engine maintenance capabilities and meet increasing demand for MRE services.
+Added: The Company accounts for its investment in QuickTurn Europe as an equity method investment as it has significant influence through its interest.
INTANGIBLE ASSETS AND LIABILITIES, NET
Intangible assets and liabilities, net are summarized as follows:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Intangible assets
10 unchanged sentences
Acquired unfavorable lease intangibles, net $ 7,849 $ 12,508
+Added: The weighted average amortization period of intangible assets acquired during the nine months ended September 30, 2025 is as follows:
+Added: Weighted Average Amortization Period
+Added: Lease intangibles
+Added: Customer relationships
+Added: Total intangible assets
Intangible liabilities relate to unfavorable lease intangibles and are included as a component of other non-current liabilities.
Amortization of intangible assets and liabilities is recorded as follows (unaudited):
−Removed: Classification in Consolidated Statements of Operations Three Months Ended June 30, Six Months Ended June 30,
+Added: Classification in Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
2 unchanged sentences
Total $ 629 3,815 $ 6,207 11,789
−Removed: As of June 30, 2025, estimated net annual amortization of intangibles is as follows (unaudited):
−Removed: Remainder of 2025 $ 1,807
−Removed: Thereafter ( 239 )
−Removed: Total $ 6,011
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: Our debt, net is summarized as follows:
−Removed: June 30, 2025 (unaudited) December 31, 2024
+Added: As of September 30, 2025, estimated net annual amortization of intangibles is as follows (unaudited):
+Added: Remainder of 2025 $ 1,026
+Added: Thereafter 4,830
+Added: Total $ 10,833
+Added: The Company’s debt, net is summarized as follows:
+Added: September 30, 2025 (unaudited) December 31, 2024
Outstanding Borrowings Stated Interest Rate Maturity Date Outstanding Borrowings
20 unchanged sentences
(1) Requires a quarterly commitment fee at a rate of 0.50 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.
−Removed: (2) Includes an unamortized premium of $ 1,191 and $ 1,382 at June 30, 2025 and December 31, 2024, respectively.
−Removed: (3) Includes an unamortized discount of $ 2,734 and $ 2,929 at June 30, 2025 and December 31, 2024, respectively.
−Removed: (4) Includes an unamortized discount of $ 2,335 and $ 2,449 at June 30, 2025 and December 31, 2024, respectively.
−Removed: We were in compliance with all debt covenants as of June 30, 2025.
+Added: (2) Includes an unamortized premium of $ 1,094 and $ 1,382 at September 30, 2025 and December 31, 2024, respectively.
+Added: (3) Includes an unamortized discount of $ 2,633 and $ 2,929 at September 30, 2025 and December 31, 2024, respectively.
+Added: (4) Includes an unamortized discount of $ 2,276 and $ 2,449 at September 30, 2025 and December 31, 2024, respectively.
+Added: We were in compliance with all debt covenants as of September 30, 2025.
FAIR VALUE MEASUREMENTS
3 unchanged sentences
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.
−Removed: 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.
+Added: Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability.
+Added: FTAI AVIATION LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
+Added: (Dollars in tables in thousands, unless otherwise noted)
The valuation techniques that may be used to measure fair value are as follows:
2 unchanged sentences
• Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
−Removed: Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.
+Added: The Company’s cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.
These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.
−Removed: FTAI AVIATION LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: (Dollars in tables in thousands, unless otherwise noted)
−Removed: Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.
−Removed: The fair values of our bonds payable are presented in the table below and classified as Level 2 within the fair value hierarchy:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: Except as discussed below, the Company’s financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.
+Added: The fair values of the Company’s bonds payable are presented in the table below and classified as Level 2 within the fair value hierarchy:
+Added: September 30, 2025 (unaudited) December 31, 2024
Senior Notes due 2028 $ 1,001,570 $ 980,140
4 unchanged sentences
The Company has contingent obligations under ASC 460, Guarantees , in connection with certain sales of aircraft on lease, which are measured at fair value.
−Removed: The guarantees are valued at $ 11.0 million and $ 8.9 million as of June 30, 2025 and December 31, 2024, respectively, and are reflected as a component of other non-current liabilities.
+Added: The guarantees are valued at $ 11.4 million and $ 8.9 million as of September 30, 2025 and December 31, 2024, respectively, and are reflected as a component of other non-current liabilities.
The fair values of the guarantees are determined based on the estim ated condition of the engines at the end of each lease term and the estimated cost of replacement and applicable discount rates and are classified as Level 3.
−Removed: During the three and six months ended June 30, 2025, the Company recorded increases related to the change in fair value of $ 1.8 million and $ 2.1 million, respectively, which are recorded in Asset sales revenue.
−Removed: During the three and six months ended June 30, 2024, the Company recorded increases related to the change in fair value of $ 0.8 million and $ 1.0 million, respectively, which are recorded in Asset sales revenue.
−Removed: Given variability in the condition of the engines at the end of the lease terms, which range from 3 to 8 years, the maximum potential amount of undiscounted future payments that could be required under the guarantees at June 30, 2025 was $ 43.0 million, which is not reasonably expected.
−Removed: We measure the fair value of certain assets on a non-recurring basis when U.S.
+Added: During the three and nine months ended September 30, 2025, the Company recorded increases related to the change in fair value of $ 0.4 million and $ 2.5 million, respectively, which are recorded in Asset sales revenue.
+Added: During the three and nine months ended September 30, 2024, the Company recorded increases related to the change in fair value of $ 0.3 million and $ 1.3 million, respectively, which are recorded in Asset sales revenue.
+Added: Given variability in the condition of the engines at the end of the lease terms, which range from 3 to 7 years, the maximum potential amount of undiscounted future payments that could be required under the guarantees at September 30, 2025 was $ 43.0 million, which is not reasonably expected.
+Added: The Company measures the fair value of certain assets 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 intangible assets, property, plant and equipment and leasing equipment.
−Removed: We record such assets at fair value when it is determined the carrying value may not be recoverable.
−Removed: Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the l easing and sale of assets.
+Added: The Company records such assets at fair value when it is determined the carrying value may not be recoverable.
+Added: Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include the Company’s assumptions as to future cash flows from operation of the l easing and sale of assets.
EQUITY-BASED COMPENSATION
−Removed: We have a FTAI Aviation Ltd.
−Removed: 2025 Omnibus Incentive Plan (the “Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the Board of Directors.
−Removed: As of June 30, 2025, the Incentive Plan provides for the issuance of up to 5.7 million shares.
+Added: The Company has a FTAI Aviation Ltd.
+Added: 2025 Omnibus Incentive Plan (the “Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options to eligible employees, consultants, directors, and other individuals who provide services to the Company, each as determined by the Compensation Committee of the Board of Directors.
+Added: As of September 30, 2025, the Incentive Plan provides for the issuance of up to 5.7 million shares.
Equity-based compensation expense is reported within cost of sales and operating expenses.
1 unchanged sentence
The Company’s accounting policy is to record the impact of forfeitures when they occur.
+Added: FTAI AVIATION LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
+Added: (Dollars in tables in thousands, unless otherwise noted)
Equity-based compensation for each type of award was as follows (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term
+Added: Three Months Ended September 30, Nine Months Ended September 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term
2025 2024 2025 2024
3 unchanged sentences
Total $ 5,655 $ 1,430 $ 16,059 $ 2,578 $ 57,404
−Removed: FTAI AVIATION LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: (Dollars in tables in thousands, unless otherwise noted)
In 2025, the Company did not issue any options to employees.
−Removed: During the six months ended June 30, 2024, the Former Manager transferred 37,343 of its options to certain of the Former Manager’s employees.
+Added: During the nine months ended September 30, 2024, the Former Manager transferred 37,343 of its options to certain of the Former Manager’s employees.
Additionally, the Company granted options to select employees related to 60,000 ordinary shares at an exercise price of $ 79.13 , which had a grant date fair value of $ 2.1 million.
2 unchanged sentences
Performance Shares
−Removed: During the six months ended June 30, 2025, we issued performance shares to select officers and employees of the Company with a grant date fair value of $ 4.4 million, vesting over a 3 year performance period based on the achievement of relative total shareholder return ( 50 %) and cumulative diluted EPS ( 50 %).
+Added: During the nine months ended September 30, 2025, the Company issued performance shares to select officers and employees of the Company with a grant date fair value of $ 4.4 million, vesting over a 3 year performance period based on the achievement of relative total shareholder return ( 50 %) and cumulative diluted EPS ( 50 %).
Restricted Shares
−Removed: During the six months ended June 30, 2025, we issued restricted shares to select officers and employees of the Company with a grant date fair value of $ 5.5 million, vesting over 3 years.
−Removed: Additionally, we issued restricted shares to the directors of the Company with a grant date fair value of $ 0.8 million.
+Added: During the nine months ended September 30, 2025, the Company issued restricted shares to select officers and employees of the Company with a grant date fair value of $ 5.5 million, vesting over 3 years.
+Added: Additionally, the Company issued restricted shares to the directors of the Company with a grant date fair value of $ 0.8 million.
These awards vest on the earlier of (i) the one-year anniversary of the grant date (May 29, 2026) or (ii) the date of the Company’s next annual general meeting of shareholders occurring after the grant date.
−Removed: During the six months ended June 30, 2024, we issued restricted shares of the Company to select employees that had a grant date fair value of $ 5.7 million and vest over 4.0 years.
−Removed: These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods, with 50 % of the units vesting on June 30, 2027 and the remaining units vesting on June 30, 2028.
−Removed: Additionally, we issued restricted shares of the Company to select officers of the Company that had a grant date fair value of $ 5.5 million and vest over 3.0 years.
−Removed: These awards are subject to continued employment, and the compensation expense is recognized ratably over the three-year vesting period.
+Added: During the nine months ended September 30, 2024, the Company issued the following restricted shares of the Company to select employees and officers of the Company:
+Added: In May 2024, the Company issued restricted shares to (i) select officers with a grant date fair value of $ 5.5 million, vesting over 3.0 years and (ii) select employees with a grant date fair value of $ 5.7 million, vesting over 4.0 years.
+Added: In September 2024, the Company issued restricted shares to select employees and officers with a grant date fair value of $ 0.8 million, vesting over 3.0 years.
All awards are subject to continued employment, with compensation expense recognized ratably over the vesting periods.
4 unchanged sentences
The current and deferred components of the provision for income taxes are as follows (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
6 unchanged sentences
including Pillar Two top-up tax 2,911 446 6,445 1,235
−Removed: Total current provision 10,762 1,238 12,938 2,262
+Added: Total current provision (benefit)
+Added: ( 3,430 ) 78 9,508 2,340
Cayman Islands — — — —
9 unchanged sentences
The Company has previously been classified as a “passive foreign investment company” for U.S.
−Removed: income tax purposes, resulting in income tax obligations for certain of our shareholders.
−Removed: Taxable income or loss generated by our corporate subsidiaries is subject to U.S.
+Added: income tax purposes, resulting in income tax obligations for certain of its shareholders.
+Added: Taxable income or loss generated by the Company’s corporate subsidiaries is subject to U.S.
federal, state and foreign corporate income tax in locations where they conduct business.
−Removed: Our effective tax rate differs from the Cayman Islands statutory rate of 0% primarily due to a significant portion of our income being subject to tax in jurisdictions where we operate.
−Removed: As of and for the six months ended June 30, 2025, we had not established a liability for uncertain tax positions as no such positions existed.
−Removed: In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.
+Added: The Company’s effective tax rate differs from the Cayman Islands statutory rate of 0% primarily due to a significant portion of the Company’s income being subject to tax in jurisdictions where it operates.
+Added: As of and for the nine months ended September 30, 2025, the Company had not established a liability for uncertain tax positions as no such positions existed.
+Added: In general, the Company’s tax returns and the tax returns of its corporate subsidiaries are subject to U.S.
federal, state, local and foreign income tax examinations by tax authorities.
−Removed: Generally, we are not subject to examination by taxing authorities for tax years prior to 2021.
−Removed: We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date.
+Added: Generally, the Company is not subject to examination by taxing authorities for tax years prior to 2021.
+Added: The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date.
AFFILIATE TRANSACTIONS AND FORMER MANAGEMENT AGREEMENT
1 unchanged sentence
On December 30, 2024, the Company announced the launch of its Strategic Capital Initiative in collaboration with third-party institutional investors.
−Removed: As part of the first partnership under the initiative, certain subsidiaries of the Company entered into an Aircraft Sale and Purchase Agreement, dated December 30, 2024, and a Beneficial Interest Sale and Purchase Agreement, dated December 30, 2024 (together, and as each may be amended from time to time, the “Aircraft Sale and Purchase Agreements”), pursuant to which special purpose entities (the “SPVs”) of the 2025 Partnership will acquire 45 on-lease 737NG and A320ceo aircraft for an aggregate net purchase price of approximately $ 500.0 million, subject to certain customary closing conditions.
+Added: As part of the first partnership under the initiative, certain subsidiaries of the Company entered into an Aircraft Sale and Purchase Agreement, dated December 30, 2024, and a Beneficial Interest Sale and Purchase Agreement, dated December 30, 2024 (together, and as each may be amended from time to time, the “Aircraft Sale and Purchase Agreements”), pursuant to which the SPVs of the 2025 Partnership would acquire 45 on-lease 737NG and A320ceo aircraft for an aggregate net purchase price of approximately $ 500.0 million, subject to certain customary closing conditions.
The SPVs have entered into agreements with third-party institutional investors for capital commitments to the SPVs.
The Company also made a minority capital commitment and will make additional commitments to the 2025 Partnership in the same proportion relative to additional third-party institutional investors.
−Removed: During 2024 and the six month period ended June 30, 2025, on behalf of the 2025 Partnership, the Company paid refundable deposits of $ 19.3 million and $ 23.5 million to unrelated, third-parties on future purchases of aircraft, respectively.
−Removed: As of June 30, 2025, the 2025 Partnership fully reimbursed the Company $ 42.8 million in refundable deposits.
−Removed: The Company, along with certain subsidiaries of the SPVs, has entered into an MRE agreement that requires the Company to sell serviceable engines and modules and purchase unserviceable engines and modules from the SPVs when aircraft controlled by the SPVs need such serviceable engines and modules to fulfill their obligations under an aircraft lease.
−Removed: Under this agreement, the Company will sell CFM56-5B, CFM56-7B and V2500 commercial aircraft engines and related modules to the SPVs and
+Added: During 2024 and the nine months ended September 30, 2025, on behalf of the 2025 Partnership, the Company paid refundable deposits of $ 19.3 million and $ 23.5 million to unrelated, third-parties on future purchases of aircraft, respectively.
+Added: As of September 30, 2025, the 2025 Partnership fully reimbursed the Company $ 42.8 million in refundable deposits.
+Added: The Company, along with certain subsidiaries of the SPVs, has entered into a MRE agreement that requires the Company to sell serviceable engines and modules and purchase unserviceable engines and modules from the SPVs when aircraft controlled by the SPVs need such serviceable engines and modules to fulfill their obligations under an aircraft lease.
+Added: Under this agreement, the Company will sell CFM56-5B, CFM56-7B and V2500 commercial aircraft engines and related modules to the SPVs and purchase unserviceable engines and modules for a net cash purchase price.
+Added: The net cash purchase price received by the
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: purchase unserviceable engines and modules for a net cash purchase price.
−Removed: The net cash purchase price received by the Company is contractual and customary market-based compensation for fulfilling such performance obligations.
−Removed: Revenue from these transactions, classified as MRE Contract revenue, is recognized under ASC 606 when control of the serviceable engine or module transfers to the 2025 Partnership.
−Removed: During the three and six month period June 30, 2025, the Company recorded $ 69.6 million and $ 170.2 million of MRE Contract revenue, respectively, for the sale and purchase of such engines to and from the 2025 Partnership.
+Added: Company is contractual and customary market-based compensation for fulfilling such performance obligations.
+Added: During the three and nine months ended September 30, 2025, the Company recorded $ 58.7 million and $ 228.9 million of MRE Contract revenue, respectively, for the sale and purchase of such engines to and from the 2025 Partnership.
Former Management Agreement
6 unchanged sentences
Under the Transition Services Agreement, the Former Manager was required to continue to provide the Company and its affiliates with all of the Services for a transition period through October 31, 2024, during which the Company procured replacements for the Services.
−Removed: In addition, the Former Manager was required to continue to provide the services that were reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025.
+Added: In addition, the Former Manager was required to continue to provide the services that were reasonably required by the Company to prepare its quarterly and annual financial statements through May 31, 2025.
The Services were provided to the Company for a fee equal to the Former Manager’s cost of providing the Services, plus a mark-up of ten percent ( 10 %).
−Removed: Prior to the Internalization, the Former Manager was paid annual fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto.
−Removed: In addition, the Former Manager was reimbursed for various expenses incurred by the Former Manager on our behalf, including the costs of legal, accounting and other administrative activities.
−Removed: Additionally, we entered into certain incentive allocation arrangements with Master GP, which owned approximately 0.01 % of FTAI Aviation Holdco Ltd.
+Added: Prior to the Internalization, the Former Manager was paid annual fees in exchange for advising the Company on various aspects of its business, formulating its investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing its day-to-day operations, inclusive of all costs incidental thereto.
+Added: In addition, the Former Manager was reimbursed for various expenses incurred by the Former Manager on the Company’s behalf, including the costs of legal, accounting and other administrative activities.
+Added: Additionally, the Company entered into certain incentive allocation arrangements with Master GP, which owned approximately 0.01 % of FTAI Aviation Holdco Ltd.
(a wholly owned subsidiary of the Company).
5 unchanged sentences
For this purpose, pre-incentive allocation net income means, with respect to a calendar quarter, net income attributable to shareholders during such quarter calculated in accordance with U.S.
−Removed: GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by our independent directors.
+Added: GAAP excluding the Company’s pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the Company’s independent directors.
Pre-incentive allocation net income did not include any Income Incentive Allocation or Capital Gains Incentive Allocation (described below) paid to Master GP during the relevant quarter.
4 unchanged sentences
These calculations were prorated for any period of less than three months.
−Removed: Prior to the Internalization, Capital Gains Incentive Allocation was calculated and distributable in arrears as of the end of each calendar year and was equal to 10 % of our pro rata share of cumulative realized gains from the date of the IPO through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Allocation payments were made to Master GP.
+Added: Prior to the Internalization, Capital Gains Incentive Allocation was calculated and distributable in arrears as of the end of each calendar year and was equal to 10 % of the Company’s pro rata share of cumulative realized gains from the date of the IPO through the end of the applicable calendar year, net of the Company’s pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Allocation payments were made to Master GP.
FTAI AVIATION LTD.
2 unchanged sentences
The following table summarizes the management fees and income incentive allocation prior to the Internalization (unaudited):
−Removed: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Management fees $ — $ 993
1 unchanged sentence
Total $ — $ 8,449
−Removed: We paid all of our operating expenses, except those specifically required to be borne by the Former Manager under the Management Agreement.
−Removed: The expenses required to be paid by us included, but were not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of our assets, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, costs and expenses incurred in contracting with third parties (including affiliates of the Former Manager), the costs of printing and mailing proxies and reports to our shareholders, costs incurred by the Former Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that was used by us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our transfer agent.
−Removed: We paid or reimbursed the Former Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements were no greater than those which would be paid to outside professionals or consultants.
+Added: The Company paid all of its operating expenses, except those specifically required to be borne by the Former Manager under the Management Agreement.
+Added: The expenses required to be paid by the Company included, but were not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of its independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Company, costs and expenses incurred in contracting with third parties (including affiliates of the Former Manager), the costs of printing and mailing proxies and reports to its shareholders, costs incurred by the Former Manager or its affiliates for travel on the Company’s behalf, costs associated with any computer software or hardware that was used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the Company’s transfer agent.
+Added: The Company paid or reimbursed the Former Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements were no greater than those which would be paid to outside professionals or consultants.
The Former Manager was responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Former Manager’s employees, rent for facilities and other “overhead” expenses;
−Removed: we did not reimburse the Former Manager for these expenses.
−Removed: The following table summarizes our reimbursements to the Former Manager (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: the Company did not reimburse the Former Manager for these expenses.
+Added: The following table summarizes the Company’s reimbursements to the Former Manager (unaudited):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
3 unchanged sentences
Total $ ( 135 ) $ 3,524 $ 369 $ 7,769
−Removed: Upon the successful completion of an offering of our ordinary shares or other equity securities (including securities issued as consideration in an acquisition), we granted the Former Manager options to purchase ordinary shares in an amount equal to 10 % of the number of ordinary shares being sold in the offering (or if the issuance relates to equity securities other than our ordinary shares, options to purchase a number of ordinary shares equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of a ordinary share as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a ordinary share as of the date of the equity issuance if it relates to equity securities other than our ordinary shares).
+Added: Upon the successful completion of an offering of the Company’s ordinary shares or other equity securities (including securities issued as consideration in an acquisition), the Company granted the Former Manager options to purchase ordinary shares in an amount equal to 10 % of the number of ordinary shares being sold in the offering (or if the issuance relates to equity securities other than the Company’s ordinary shares, options to purchase a number of ordinary shares equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of a ordinary share as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a ordinary share as of the date of the equity issuance if it relates to equity securities other than the Company’s ordinary shares).
Any ultimate purchaser of ordinary shares for which such options are granted may have been an affiliate of the Former Manager.
SEGMENT INFORMATION
−Removed: The key factors used to identify the reportable segments are the organization and alignment of our internal operations and the nature of our products and services.
−Removed: Our two reportable segments are (i) Aviation Leasing and (ii) Aerospace Products.
+Added: The key factors used to identify the reportable segments are the organization and alignment of the Company’s internal operations and the nature of its products and services.
+Added: The Company’s two reportable segments are (i) Aviation Leasing and (ii) Aerospace Products.
The Aviation Leasing segment owns and manages aviation assets, including aircraft and aircraft engines, which it leases and sells to lessees, directly and also through its equity method investment.
−Removed: The Aerospace Products segment, through our maintenance facilities, equity method investment and exclusivity arrangements, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components for the CFM56-5B, CFM56-7B and V2500 commercial aircraft engines.
−Removed: During the fourth quarter of 2023, the Company changed the composition of its operating segments to include V2500 engines within the Aerospace Products segment.
−Removed: Prior periods have been restated to reflect the change in accordance with the requirements of ASC 280, Segment Reporting.
−Removed: See Note 2 for additional information.
+Added: The Aerospace Products segment, through the Company’s maintenance facilities, equity method investment and exclusivity arrangements, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components for the CFM56-5B, CFM56-7B and V2500 commercial aircraft engines.
Corporate and Other primarily consists of debt, unallocated corporate general and administrative expenses, internalization fee and management fees and incentive compensation pursuant to the Management Agreement prior to the Internalization effective May 28, 2024.
Additionally, Corporate and Other also includes results from an offshore energy business, which consists of equipment that support offshore oil and gas activities and production.
−Removed: We previously owned two offshore vessels that were sold in the fourth quarter of 2024.
+Added: The Company previously owned two offshore vessels that were sold in the fourth quarter of 2024.
+Added: The accounting policies of the segments are the same as those described in the summary of significant accounting policies;
+Added: however, financial information presented by segment includes the impact of intercompany eliminations.
+Added: The Company’s Chief
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: The accounting policies of the segments are the same as those described in the summary of significant accounting policies;
−Removed: however, financial information presented by segment includes the impact of intercompany eliminations.
−Removed: Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”).
−Removed: Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources.
+Added: Executive Officer is its Chief Operating Decision Maker (“CODM”).
+Added: Segment information is presented in the same manner that the CODM reviews the operating results in assessing performance and allocating resources.
The CODM evaluates performance for each reportable segment based on net income (loss) attributable to shareholders and is used to monitor budget vs.
1 unchanged sentence
The CODM determined that segment asset information is not a key factor in measuring performance or allocating resources.
−Removed: Therefore, segment asset information is not included in the tables below as it is not provided to or reviewed by our CODM.
+Added: Therefore, segment asset information is not included in the tables below as it is not provided to or reviewed by the CODM.
The following tables set forth certain information, which include all significant expenses reviewed by the CODM, for each reportable segment (unaudited):
−Removed: For the Three Months Ended June 30, 2025
−Removed: Three Months Ended June 30, 2025
+Added: For the Three Months Ended September 30, 2025
+Added: Three Months Ended September 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Eliminations Total
26 unchanged sentences
______________________________________________________
−Removed: (1) Includes servicing fees of $ 2,052 for the three months ended June 30, 2025 from the 2025 Partnership.
−Removed: (2) Includes the profit elimination of $( 4,935 ) for the three months ended June 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
+Added: (1) Includes servicing fees of $ 3,035 for the three months ended September 30, 2025 from the 2025 Partnership.
+Added: (2) Includes the profit elimination of $( 3,908 ) for the three months ended September 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
−Removed: Three Months Ended June 30, 2025
+Added: Summary information with respect to the Company’s geographic sources of revenue, based on location of customer and lessee, is as follows:
+Added: Three Months Ended September 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Total
7 unchanged sentences
______________________________________________________
−Removed: (1) The United States, included in North America, and Ireland, included in Europe, represent 38 % and 14 % of total revenues, respectively, based on the location of our lessees.
+Added: (1) The United States, included in North America, and Ireland, included in Europe, represent 38 % and 14 % of total revenues, respectively, based on the location of the Company’s customers and lessees.
No other country represents more than 10% of total revenues.
2 unchanged sentences
(Dollars in tables in thousands, unless otherwise noted)
−Removed: For the Six Months Ended June 30, 2025
−Removed: Six Months Ended June 30, 2025
+Added: For the Nine Months Ended September 30, 2025
+Added: Nine Months Ended September 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Eliminations Total
27 unchanged sentences
______________________________________________________
−Removed: (1) Includes servicing fees of $ 2,600 for the six months ended June 30, 2025 from the 2025 Partnership.
−Removed: (2) Includes the profit elimination of $( 11,885 ) for the six months ended June 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
+Added: (1) Includes servicing fees of $ 5,635 for the nine months ended September 30, 2025 from the 2025 Partnership.
+Added: (2) Includes the profit elimination of $( 15,793 ) for the nine months ended September 30, 2025 for sales to the 2025 Partnership within the Aerospace Products segment.
FTAI AVIATION LTD.
1 unchanged sentence
(Dollars in tables in thousands, unless otherwise noted)
−Removed: Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
−Removed: Six Months Ended June 30, 2025
+Added: Summary information with respect to the Company’s geographic sources of revenue, based on location of customer and lessee, is as follows:
+Added: Nine Months Ended September 30, 2025
Aviation Leasing Aerospace Products Corporate and Other Total
7 unchanged sentences
______________________________________________________
−Removed: (1) The United States, included in North America, and Ireland, included in Europe, represent 33 % and 16 % of total revenues, respectively, based on the location of our lessees.
+Added: (1) The United States, included in North America, and Ireland, included in Europe, represent 33 % and 16 % of total revenues, respectively, based on the location of our customers and lessees.
No other country represents more than 10% of total revenues.
−Removed: Presented below are the contracted minimum future annual revenues to be received under existing operating leases as of June 30, 2025:
+Added: Presented below are the contracted minimum future annual revenues to be received under existing operating leases as of September 30, 2025:
Operating Leases
5 unchanged sentences
(Dollars in tables in thousands, unless otherwise noted)
−Removed: For the Three Months Ended June 30, 2024
−Removed: Three Months Ended June 30, 2024
+Added: For the Three Months Ended September 30, 2024
+Added: Three Months Ended September 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
9 unchanged sentences
Acquisition and transaction expenses 2,620 2,100 4,621 9,341
−Removed: Management fees and incentive allocation to affiliate — — 3,554 3,554
−Removed: Internalization fee to affiliate — — 300,000 300,000
Depreciation and amortization 52,455 1,306 3,014 56,775
2 unchanged sentences
Interest expense — — ( 57,937 ) ( 57,937 )
−Removed: Loss on extinguishment of debt — — ( 13,920 ) ( 13,920 )
Equity in losses of unconsolidated entities — ( 438 ) — ( 438 )
−Removed: Other (expense) income ( 911 ) — 413 ( 498 )
+Added: Other income 1,982 — 927 2,909
Total other expense 1,982 ( 438 ) ( 57,010 ) ( 55,466 )
4 unchanged sentences
Net income (loss) attributable to shareholders $ 59,596 $ 93,788 $ ( 75,237 ) $ 78,147
−Removed: Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
−Removed: Three Months Ended June 30, 2024
+Added: Summary information with respect to the Company’s geographic sources of revenue, based on location of customer and lessee, is as follows:
+Added: Three Months Ended September 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
7 unchanged sentences
______________________________________________________
−Removed: (1) The United States, included in North America, and Ireland, included in Europe, represent 29 % and 25 % of total revenues, respectively, based on the location of our lessees.
+Added: (1) The United States, included in North America, and Ireland, included in Europe, represent 35 % and 15 % of total revenues, respectively, based on the location of the Company’s customers and lessees.
No other country represents more than 10% of total revenues.
2 unchanged sentences
(Dollars in tables in thousands, unless otherwise noted)
−Removed: For the Six Months Ended June 30, 2024
−Removed: Six Months Ended June 30, 2024
+Added: For the Nine Months Ended September 30, 2024
+Added: Nine Months Ended September 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
18 unchanged sentences
Equity in losses of unconsolidated entities ( 207 ) ( 1,592 ) — ( 1,799 )
−Removed: Other (expense) income ( 542 ) — 678 136
+Added: Other income 1,440 — 1,605 3,045
Total other expense 1,233 ( 1,592 ) ( 173,155 ) ( 173,514 )
4 unchanged sentences
Net income (loss) attributable to shareholders $ 154,973 $ 245,096 $ ( 518,840 ) $ ( 118,771 )
−Removed: Summary information with respect to our geographic sources of revenue, based on location of customer and lessee, is as follows:
−Removed: Six Months Ended June 30, 2024
+Added: Summary information with respect to the Company’s geographic sources of revenue, based on location of customer and lessee, is as follows:
+Added: Nine Months Ended September 30, 2024
Aviation Leasing Aerospace Products Corporate and Other Total
7 unchanged sentences
______________________________________________________
−Removed: (1) The United States, included in North America, and Ireland, included in Europe, represent 29 % and 20 % of total revenues, respectively, based on the location of our lessees.
+Added: (1) The United States, included in North America, and Ireland, included in Europe, represent 32 % and 18 % of total revenues, respectively, based on the location of the Company’s customers and lessees.
No other country represents more than 10% of total revenues.
4 unchanged sentences
The following tables sets forth the geographic location of property, plant and equipment and leasing equipment, net:
−Removed: June 30, 2025
−Removed: (unaudited) December 31, 2024
+Added: September 30, 2025 (unaudited) December 31, 2024
Property, plant and equipment and leasing equipment, net
7 unchanged sentences
________________________________________________________
−Removed: (1) The United States, included in North America, represents 21% of property, plant and equipment and leasing equipment, net as of June 30, 2025.
+Added: (1) The United States, included in North America, represents 24 % of property, plant and equipment and leasing equipment, net as of September 30, 2025.
The United States, included in North America, and Italy, included in Europe, represent 17 % and 12 % of property, plant and equipment and leasing equipment, net as of December 31, 2024, respectively.
5 unchanged sentences
The calculation of basic and diluted EPS is presented below (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except share and per share data) 2025 2024 2025 2024
8 unchanged sentences
Diluted $ 1.10 $ 0.76 $ 3.52 $ ( 1.17 )
−Removed: For the three and six months ended June 30, 2025 and 2024 no shares have been excluded from the calculation of Diluted EPS, because the impact would be anti-dilutive.
−Removed: During the six months ended June 30, 2025 and 2024, we issued 676 and 4,370 ordinary shares to certain directors as compensation.
+Added: For the three months ended September 30, 2025 and 2024, no shares were excluded from the calculation of Diluted EPS.
+Added: For the nine months ended September 30, 2025 and 2024, 0 and 859,940 shares, respectively, were excluded from the calculation of Diluted EPS due to their anti-dilutive impact.
+Added: For the three months ended September 30, 2025 and 2024, the Company issued 835 and 482 ordinary shares, respectively, and for the nine months ended September 30, 2025 and 2024, issued 1,511 and 4,852 ordinary shares, respectively, to certain directors as compensation.
COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company and its subsidiaries may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications.
−Removed: Within our offshore energy business, a lessee did not fulfill its obligation under its charter arrangement, therefore we are pursuing rights afforded to us under the charter and the range of potential losses against the obligation is $ 0.0 million to $ 3.3 million.
−Removed: We believe the risk of loss in connection with such arrangements is remote.
+Added: Within the Company’s offshore energy business, a lessee did not fulfill its obligation under its charter arrangement, therefore the Company is pursuing rights afforded to it under the charter and the range of potential losses against the obligation is $ 0.0 million to $ 3.3 million.
+Added: The Company believes the risk of loss in connection with such arrangements is remote.
FTAI AVIATION LTD.
2 unchanged sentences
RESTRUCTURING CHARGES
−Removed: In connection with the Internalization and termination of the Management Agreement, the Company agreed to pay a total of $ 300.0 million to its Former Manager (for itself and on behalf of the Master GP, as applicable).
+Added: On May 28, 2024, in connection with the Internalization and termination of the Management Agreement, the Company agreed to pay a total of $ 300.0 million to its Former Manager (for itself and on behalf of the Master GP, as applicable).
At closing, the Company issued 1,866,949 ordinary shares valued at $ 150.0 million.
The remaining balance was paid in cash on June 17, 2024.
−Removed: The restructuring charge paid in connection with the Internalization and termination of the Management Agreement is reflected in Internalization Fee to Affiliate expense in the Consolidated Statements of Operations for the three and six months ended June 30, 2024.
−Removed: There were no restructuring charges recorded for the three and six months ended June 30, 20 25.
+Added: The restructuring charge paid in connection with the Internalization and termination of the Management Agreement is reflected in Internalization Fee to Affiliate expense in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024.
+Added: There were no restructuring charges recorded for the three and nine months ended September 30, 2025.
SUBSEQUENT EVENTS
−Removed: On July 29, 2025, our Board of Directors declared a cash dividend on our ordinary shares and eligible participating securities of $ 0.30 per share for the quarter ended June 30, 2025, payable on August 19, 2025 to the holders of record on August 12, 2025.
−Removed: Additionally, on July 29, 2025, our Board of Directors also declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively, payable on August 15, 2025 to the holders of record on August 8, 2025 .
+Added: On October 27, 2025, the Company’s Board of Directors declared a cash dividend on its ordinary shares and eligible participating securities of $ 0.35 per share for the three months ended September 30, 2025, payable on November 19, 2025 to the holders of record on November 10, 2025.
+Added: Additionally, on October 27, 2025, the Company’s Board of Directors also declared cash dividends on the Series C Preferred Shares and Series D Preferred Shares of $ 0.52 and $ 0.59 per share, respectively, payable on December 15, 2025 to the holders of record on December 1, 2025 .
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.