planning ahead to avoid surprises with the lease return conditions…

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’Kennedys Aviation Seminar’ Sofitel Dubai Jumeirah Beach, UAE 0 © 2014 1BlueHorizon Group - www.1bluehorizon.com All rights reserved 1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14 ‘JOIN THE DEBATE’ THE LEASE RETURN CONDITIONS AIRCRAFT FINANCE: PLANNING AHEAD TO AVOID SURPRISES… December 2014 ’Kennedys Aviation Seminar’ Sofitel Dubai Jumeirah Beach, UAE We generate 1Blue Horizon ® out of the Rough... www.1bluehorizon.com

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Page 1: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

0© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

‘JOIN THE DEBATE’

THE LEASE RETURN CONDITIONSAIRCRAFT FINANCE: PLANNING AHEAD TO AVOID SURPRISES…

December 2014

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

We generate 1B l u eHo r i z on ® out of the Rough... www.1bluehorizon.com

Page 2: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

1© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Very few skydiving injuries occur when you exit the aircraft or whilst soaring through the air at 240Km/hour, it’s the landing where you really need to ensure to take care!

Source: 1BlueHorizon Group Analysis

TODAY AIM IS TO ENHANCE OUR KNOWLEDGEAbout Lease Return Conditions and how to mitigate the associated financial risk…

Page 3: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

2© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

In the same vein, when looking at lease contracts, the most likely time for an issue to occur is not at aircraft delivery or whilst the aircraft is being operated, but at the point that the asset is returned to the Lessor…

Source: 1BlueHorizon Group Analysis

PRE-AGREED LEASE RETURN CONDITIONSHaving clear and pre-agreed lease return conditions is essential in order to enable the smooth asset hand over from Lessee back to Lessor…

Page 4: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

3© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Airbus & Boeing Global Market Forecast for the next 20 years anticipates that air traffic will grow at 4.7 to 5.0 per cent annually, requiring over 36,770 new passenger aircraft and freighters at a value of nearly US$ 5.2 trillion.

15,500 of these airplanes (42 percent of all new deliveries) will replace older, less efficient airplanes;

The remaining 21,270 airplanes will be for the fleet growth, which stimulates expanding in emerging markets and development of innovative airline business models.

Source: 1BlueHorizon Group Research, Airbus & Boeing Global Market Forecast 2014 - 2033

PRE-AGREED LEASE RETURN CONDITIONSGlobal Market Forecast for 2014-2033 offers a forward-looking view of the air transport sector’s evolution (based on 3.2% GDP growth over the period)

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4© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

30 23 18

2825

7 59

10 14 22

25 25 23

21

2013 2014 2015 2016 2017

Others- Export Credit- tax Equity- RJ Export Credit- Manufacturer

Bank Debt

Lessor Self-Fund

Capital Markets

US$104 US$112US$125

US$129US$135

Cash

A healthy new aircraft market is dependent on a sound secondary market.

2012

US$95

Source: 1BlueHorizon Group Research, Boeing industry aircraft delivery finance outlook

Cash remains the cheapest source of financing, though only a limited number of companies can afford it. Dependency on lessors and

capital markets should increase due to new requirements for export credit loans and concerns over the future of commercial bank loans. Stringent regulations (Basel

III) make it difficult for long term aviation financing. In the current economic

environment of low interest rates and economic uncertainty, the aviation sector seem to be able to offer an attractive alternative to new investors.

Comments

AIRCRAFT FINANCING – NEW AIRCRAFTFor 2014, the industry was projected to deliver roughly $112 billion worth of passenger jets driving financing requirements…

Page 6: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

5© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Aviation is one of the most high-profile industries in the world,responsible for the transportation of increasing numbers ofpassengers and goods from where they are to where they wantto be…

The past five years were challenging for used aircraft, at1BlueHorizon Group we attribute that to: Higher oil prices that disrupted the economic equilibrium between

new and used aircraft by increasing the value of fuel-efficient new airplanes;

Low interest rates that reduced the ownership cost delta between new and used aircraft, making new aircraft relatively more attractive;

Structural decline in demand for standard-body freighter aircraft over the past decade that reduced opportunities for used aircraft.

While impacting used aircraft economics, the softness was in linewith other historical secondary market disruptions. The recoveryis evidenced by new and returning market participants.

Source: 1BlueHorizon Group Analysis

AIRCRAFT FINANCING – SECONDARY MARKET… with the associated used aircraft finance market strengthening as pricing adjusts to new airline industry fundamentals

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6© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

No limit.

12 years

15 years

20 years

Bolivia

Ecuador

Mexico

Brazil

EgyptAlgeria

Ethiopia

Libya

Nigeria

Russia

TurkeyLebanon

Jordan

Kazakhstan UkraineBelarus

(CIS)

Vietnam

Bangladesh

Bhutan

India

NepalPakistanIran

Indonesia

Sri Lanka

Notes Brazil: Pax 15 yrs, Cargo 20 yrsBolivia: 25 yrsChina: Informal Rule & Practice

Source: 1BlueHorizon Group Research

China

The downward impact on aircraft valuation will affect both airlines and leasing companies. ‘Lessors will either be forced to charge higher lease rates to take into account the shorter economic useful life of the aircraft, or to pay less for the aircraft to ensure they get paid for its depreciation.’

Comments

AGE LIMITATION IMPACT ON AIRCRAFT VALUATIONThe age limitations have only started to appear widely in the last three to five years and becoming an increasingly recurrent phenomenon

Page 8: Planning ahead to avoid surprises with the lease return conditions…

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7© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Airline (commercial, Cargo, BusinessJets operators) purchases airplanefrom manufacturer;

Airplane is financed with loan securedby a mortgage or structured as afinance lease;

Advance rate can range from 70% to90%;

Fixed or floating interest rates; Mortgage style amortization – typically

up to 12 years Frequently a number of financial

institutions participate in the loan; The airline gains equity in the airplane

as it pays down the loan or lease

Source: © 1BlueHorizon Group Analysis

Advantages of Purchase

Disadvantages of Purchase

Maximum airline control of airplane configuration; Airline acquires equity in fleet; Equity can be used as a source of cash; Significant tax benefits (varies obviously by country); Benefits to airline from aircraft’s residual value; Possible increase in operational flexibility.

Large investment and financing requirements; Residual value risk; Restrictions included in loan covenants; Less fleet plan flexibility than operating lease.

DIRECT PURCHASE OR OPERATING LEASEThe two most common methods of financing the purchase of new or second hand aircraft are Direct Purchase or Operating Lease - Purchase

Page 9: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

8© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Lessor acquires the aircraft from amanufacturer;

Operating Lease Costs are categorizedinto three major areas:1. Leasing, typically approximately

1.0% of new aircraft cost per month;

2. Maintenance reserves, paid to the lessor and available for scheduled maintenance, typically equal to mature maintenance cost for aircraft;

3. Security deposit, typically equalto 2 to 3 months of lease payments,returned to the airline at end oflease.

Source: © 1BlueHorizon Group Analysis

DIRECT PURCHASE OR OPERATING LEASEAs a contract between two parties, Operating Lease allow Lessee to use equipment owned by Lessor for a period of time for a rental payment

Page 10: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

9© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

ADVANTAGE of Aircraft LeasingToday many airline financial managers believe that there are benefits in leasing vs. the traditional purchasing of an aircraft. Leasing an aircraft offers significant potential advantages over purchasing that same aircraft, such as the following:

Flexibility and Speed of Delivery when it comes to fleet planning and adjustments The Fleet size can be adjusted based on any changing conditions that the operator faces; The flexibility allows the operator to enter new markets with reduced risk: if a route is unprofitable, the airline can put the

aircraft on another more profitable route or return (!); The increased flexibility also comes in handy during times of economic downturn, or to unprofitable overcapacity.

Ability to introduce New Aircraft Types and Models Leasing allows operators to access newer, fuel-efficient aircraft and replace older, fuel-thirsty aircraft, particularly during

times of rising costs; Leasing newer aircraft protects operators from technological obsolescence (with ownership, airlines face the risk that new

technology will render their flight equipment obsolete within a few years).

Balance Sheet Advantages One reason to choose a lease over purchase is that it can minimize the cash flow required to provide what is, in effect, a

service (transportation), rather than an asset, necessary to company operations; Leasing also can remove long-term debt from the balance sheet. Under many lease agreements, lease rental payments will

qualify as an expense, not debt, under applicable accounting rules; Companies looking to clean-up their balance sheets may prefer leasing to purchase of aircraft. However, the Lessees have

to reflect their lease obligations in the footnotes to the financial statements…Source: 1BlueHorizon Group Analysis

ADVANTAGE OF AIRCRAFT LEASINGWithin the industry, Operators seeking to add new aircraft to their fleet are frequently faced with the question of whether to buy or to lease…

Page 11: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

10© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

DISADVANTAGE of Aircraft LeasingSome of the arguments against leasing aircraft, which can help managers to make a decision, involve the following:

Conditions of Return Aircraft that are leased must be returned in a pre-agreed condition; Should an aircraft fail to meet the return conditions

owing to higher than expected utilization or extreme wear and tear, the operator will likely face a penalty (when the operator owns the aircraft, it can fly the a/c as much as needed without the risk of penalties).

Early Return Penalties If an aircraft is returned prior to the agreed return date, the airline often is still responsible for the remaining lease

payments; Some contracts may grant the lessee the option to terminate the lease for a predetermined early return penalty.

Operating Restrictions Leases may place certain restrictions on where an aircraft can be based, as well as under what conditions the aircraft may

be operated (restriction may include geographic regions to which it is not permitted to fly).

Tax Disadvantages Operating leases do not allow the benefit of writing off an aircraft to a zero tax basis, since the lease payments are

accounted for as expenses and this may result in higher short-term taxes for the operator.

Source: 1BlueHorizon Group Analysis

DISADVANTAGE OF AIRCRAFT LEASING… with different forms of leases, in particular those where the lessors offer some services together with the aircraft like Wet and Dry leases

Page 12: Planning ahead to avoid surprises with the lease return conditions…

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11© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Source: © 1BlueHorizon Group Research, World Airline Fleet 1970 - 2014

1970

3,722 a/c17 leased0.45%

2020

ForecastOver 50%

leased

1980

6,037 a/c100 leased

1.7%

1990

9,160 a/c1,343 leased

24.7%

2000

15,032 a/c3,717 leased

24.7%

2010

21,741 a/c7,943 leased

36.5%

TODAY AIRCRAFT LEASING BUINESS IS BOOMINGFact: the Growth of Aircraft Leasing since the 70s is impressive and by 2020 over 50 percent of aircraft will be financed under operating lease

Page 13: Planning ahead to avoid surprises with the lease return conditions…

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12© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

As per it definition, Risk is the potential of losing something of value, weighed against

the potential to gain something of value

Strategic Risk– Political / Government Intervention / Regulation / Union Negotiations– Global Economic Uncertainty / Terrorism / Military Escalation– Volatile or Seasonal Demand / Tourism– Positioning of the company / Low Cost Competition / Pricing

Financial Risk– Availability of Credit– Adequate Liquidity– Currency Fluctuations / Hedging (Oil and Currency)– Fixed Obligations/ debt and other financial commitments– Aircraft financing and Return Conditions

Operational Risk– Hazardous activities– Flight operations– New Technology– Maintenance– Human Factors– IT failures, technology and e-commerce

Compliance Risk– External Regulations and Legislations

Source: 1BlueHorizon Group Research & Analysis

AIRCRAFT FINANCING IS ASSOCIATED WITH RISKAny aircraft financing is associated with Risk… for an operator the lease return conditions are part of Financial Risk

Page 14: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

13© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Leases are primarily structured as operating leases, whereby the lessor retain the residual rights to the aircraft;

Leases are triple net leases, whereby the lessee is responsible for all operating costs including taxes, insurance and aircraft maintenance;

Leases typically require all payments be made in U.S. dollars; Leases are typically for fixed rates and terms; Leases typically require cash security deposits and maintenance

reserve payments; Leases contain provisions which require payment whether or not the

aircraft is operated, irrespective of the circumstances; Leases require from the operator to fully comply with the standards of

either the U.S. Federal Aviation Administration (‘FAA’) or its equivalent in foreign jurisdictions;

Source: © 1BlueHorizon Group Analysis

The Lessees are responsible to perform all maintenance of the aircraft and return the aircraft and its components in a specified return condition

What are we talking about? – ‘Fasten your seatbelts…’

ABOUT THE LEASE AGREEMENTThe lessors typically enter into a lease agreement 18 to 36 months in advance of the delivery of a new aircraft – The leases contain key provisions

Page 15: Planning ahead to avoid surprises with the lease return conditions…

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14© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Under the provisions in the lease contracts, the lessees are responsible toperform all maintenance of the aircraft;

The lessees are responsible to return the aircraft and its components(engines, etc.) in a specified return condition;

In addition to the cash deposit and maintenance reserves as security for thelessee’s performance of obligations under the lease and the condition of theaircraft upon return, most leases contain extensive provisions regardingthe lessor remedies and rights in the event of a default by a lessee;

The lessee generally is required to continue to make lease paymentsunder all circumstances, including periods during which the aircraft is not inoperation due to maintenance or grounding;

Working out the return work scope in accordance with the lease agreementreturn conditions. Along the return process, all the movements of the airplaneshould be agreed between Lessor and Lessee before the return processhas started.

Source: © 1BlueHorizon Group Analysis, IATA Guidance 2013

ABOUT THE LEASE AGREEMENTDespite the cash deposit and maintenance reserves, the return conditions terms of an aircraft are frequently underestimated and finally very costly…

Page 16: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

15© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

During the lease term, the Lessors closely follow the operating andfinancial performance of the Lessees to identify any difficulties related tothe Lessee’s ability to fulfill its obligations;

If the delivery conditions are usually very carefully evaluated, unfortunately itis not the case for the return conditions based on a common understanding‘it’s mirror requirements to Delivery’… There is never 100% similar delivery orreturn processes even for two aircrafts of the same type and same age!

Lessee should understand, that the bigger is the aircraft, the more difficult willbe the return process. For example, for Boeing B767 or Airbus A330 thenormal term for return would be approximately two months, since the returncheck is started till the return acceptance certificate is signed…

In some very limited situations, the lessees may not fully cooperate inreturning the aircraft, and the repossession of an aircraft is not as simpleeven under the Cape Town Convention ‘protection’.

Source: © 1BlueHorizon Group Analysis, IATA Guidance 2013

IS AIRCRAFT LEASING RIGHT FOR YOUR COMPANY?

ABOUT THE LEASE AGREEMENT… and situations may lead Lessors to restructure leases with the Lessees or ultimately repossess the aircraft

Page 17: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

16© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Source: 1BlueHorizon Group Research

THE CAPE TOWN CONVENTION

The Convention on The International Recognition of Rights in Aircraft, 19 June 1948, “The Geneva Convention”

The Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, 16 November 2001 “The Cape Town Convention”

The Protocol to the Convention On International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment took effect on 1st March 2006 “Aircraft Protocol”

Create internationally recognized security interest in aircraft in all contracting States

Offer creditor various default remedies and possibilities of expedited relief in an event of default

Create an electronic, international registry Access to finance at reasonable costs by reducing risks to creditors Reduce legal uncertainty caused by differences in national laws

The treaty intend to standardize transactions involving movable property (1Aircraft equipment, 2001)

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17© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Source: 1BlueHorizon Group Research

SCOPE OF THE CAPE TOWN CONVENTION

Cape Town is only intended to apply to high-value airframes and engines in civilian use. To come within the convention and protocol:- airframe (when fitted with engines) must be type certified to carry at least

eight persons or goods in excess of 2,730 kilograms and engines must have: - if Jet-propelled, at least 1,750 lbs of thrust

- if turbine-powered or piston-powered, at least 550 take-offshaft horsepower (or its equivalent)

When states ratify Cape Town they can pick yup and chose between provisions they want to adopt

Category of transactions:

As international treaty intended to standardize transactions involving movable property (1Aircraft equipment, 2001) the Cape Town Convention is important…

Lessee under an aircraft lease Mortgagor under an aircraft mortgage Assignor under a security assignment of a lease or other document originally creating an international interest Buyer under a conditional sale or hire purchase agreement Seller under an aircraft purchase agreement or engine contract is situated in a state in which Cape Town is in

force. It also applies when the parties have agreed the aircraft or helicopter in question (but not engines which are detached from an aircraft or helicopter) will be registered in one of those states

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’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

18© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Note: As of November 2014, the convention has been ratified by 62 states as well as the European Union.Source: 1BlueHorizon Group Research

Panama28 JUL 2003

Ethiopia21 NOV 2003

Nigeria16 DEC 2003

Pakistan22 JAN 2004

USA28 OCT 2004

Oman12 MAR 2005

Ireland23 AUG 2005

Malaysia2 NOV 2005

Senegal9 JAN 2006

Afghanistan23 JUL 2006

Kenya13 OCT 2006

Mongolia19 OCT 2006

South Africa18 JAN 2007

Colombia19 FEB 2007

Indonesia16 MAR 2007

Mexico31 JUL 2007

Cape Verde26 SEP 2007

Albania30 OCT 2007

UAE29 APR 2008

Saudi Arabia7 JUN 2008

Luxembourg27 JUN 2008

Bangladesh15 DEC 2008

Kazakhstan21 JAN 2009

Cuba28 JAN 2009

Singapore28 JAN 2009

Tanzania30 JAN 2009

China3 FEB 2009

Rwanda28 JAN 2010

Aruba17 MAY 2010

Sint Maarten17 MAY 2010

Neth. Antilles17 MAY 2010

New Zealand20 JUL 2010

Jordan31 AUG 2010

Malta11 Oct 2010

Norway20 DEC 2010

Cameroon8 JAN 2011

Russia25 MAY 2011

Tajikistan31 MAY 2011

Belarus28 JUN 2011

Turkey23 AUG 2011

Brazil30 NOV 2011

Myanmar3 DEC 2012

Canada1 APR 2013

Kuwait31 OCT 2013

Bhutan4 JUL 2014

Vietnam17 SEP 2014

Angola30 APR 2006

India31 MAR 2008

Togo27 JAN 2010

Latvia8 FEB 2011

San Marino9 SEP 2014

Three protocols to the convention are specific to:1Aircraft equipment (aircraft and aircraft engines); signed in 2001;2Railway equipment; signed in 2007;3Space assets; signed in 2012.

Eligible for discountEvaluated by ECA, under consideration by OECDQualifying declarations, but implementation issuesQualifying declarations not adopted

MORE THAN SIXTY STATES RATIFIED THE TREATYThe very various stage of the declarations have to bee carefully considered

Page 20: Planning ahead to avoid surprises with the lease return conditions…

’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

19© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Aviation Return conditions is a hot topic and likely to remain so over next decades as the demand for Operating Lease is continuously growing. Having clear and pre-agreed lease return conditions is essential in order to enable the smooth asset hand over from Lessee back to Lessor…

THANK YOU

RETURN CONDITIONS ARE UNDERESTIMATEDAdvising and training more carefully airline management to study in detail the return conditions of an aircraft appears essential!

LEONARD FAVREPartner, Group Managing Director

1BlueHorizon GroupP.O. Box 34154 M +971 50 6164007 (U.A.E.)Abu Dhabi M +41 79 2080256 (Switzerland)United Arab Emirates leof007

[email protected]

Abu Dhabi | Bern | London | Montreal | Moscow

Any clarifications or questions regarding this document should be addressed to:

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20© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

PERSONAL NOTES

© 1BlueHorizon Group®. All rights reserved. Without the prior written consent of 1BlueHorizon Group®, it is not permitted to modify this document or create derivative works. High quality global airline industry insight requires investment. Please do not cut & paste the document. Email [email protected] to get / buy additional rights.The information contained in this document has not been independently verified. It does not purport to be all-inclusive or to contain all the information that a prospective investor in securities of the Company may desire or require in deciding whether or not to offer to purchase such securities, or any type of legal transaction.The information and opinions contained in this presentation and any other are material discussed verbally are provided as at the date of this presentation and are subject to verification, completion and change without notice. In giving this presentation, neither the Company nor its advisers and/or agents undertakes any obligation to provide the recipient with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.

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21© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

SOLUTIONS PACK

1BHG® - 1BLUEHORIZON GROUPGENERATING THRUST TO PROPEL YOUR BUSINESS FURTHER...

January 2014

We generate 1B l u eHo r i z on ® out of the Rough... www.1bluehorizon.com

P R O P R I E T A R Y I N F O R M AT I O N

A s s e t M a n a g e m e n t | M a n a g e m e n t C o n s u l t i n g | I n t e r i m M a n a g e m e n t

A b u D h a b i | B e r n | L o n d o n | M a d r i d | M o n t r e a l | P a r i s

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’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

22© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

Source: © 1BlueHorizon Group | Corporate profile

P R O P R I E T A R Y I N F O R M AT I O N

O 1BlueHorizon Group® (Asset Management | Management Consulting | Interim Management) was established in 2007 as a network of International aviation professionals, providing objective, independent, evidence-based analysis, advice and implementation support. We build on the experience of our team to help clients realize real and measurable results , quickly. Start-ups, restructuring, cost cutting, project management office, due-diligence or exploiting growth opportunities, we have experts who have faced these challenges.

O Our highly competent seasoned senior professional have experience from leading companies in both management roles within their disciplines and as senior level professional advisors throughout diverse and complex locations in the Middle East, Europe, Africa, Asia Pacific and North America.

O Privately owned, 1BlueHorizon Group® is independent of any financial institution, manufacturer, operator, insurance company or maintenance provider assuring our clients the benefit of truly unbiased, comprehensive and flexible provision of service.

O 1BlueHorizon Group® is driving strategic innovation and believes in working closely with client staff to transfer our knowledge and experience, which means 1BHG® continues to deliver value long after the project is complete.

O A unique blend of languages, age groups, cultural backgrounds and skills qualifies 1BlueHorizon Group® to provide turnkey solutions for any and all of your aviation requirements - worldwide.

O 1BlueHorizon Group® range of services is continuously tailored and adaptedto suit the geographical scope and needs of our customers.

1BlueHorizon Group® VALUE PROPOSITIONThe value proposition is simple — Going the Extra Mile by generating trust to propel your business further through a network of senior aviation executives…

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23© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

InterimManage-

mentAssetManagement

ManagementConsultingThe Management Consulting

(MC) Practice is our ability to strike a rapport working side by side with you and quickly understanding what you need when the margin of error is thin… Providing a highly targeted surgical strike (to-the-point) to improve de performance and going the extra mile…

The Interim Management (IM) Practice help you by giving comfort and control with relevant seasoned advisors whenever and wherever they are needed… Whereas a management consultant provides an advisory role, Interim managers are directly responsible in delivering quick results, visible and measurable...

The Asset Management (AM) Practice works individually with each of our clients to develop creative strategies and solutions for all types of aviation equipment, with innovative financing models.…

Source: © 1BlueHorizon Group | Practices

Performance improvementQuick results / Hands-on

Turnkey solutionsKnowledge transfer

Ahead of Strategies…

The 1BlueHorizon® difference

P R O P R I E T A R Y I N F O R M AT I O N

1BHG® BUSINESS MODEL TO CREATE VALUEOur Business model is built around three dedicated Practices providing clients with turnkey solutions to maximize Value Creation - no matter how complex the issues are!

VALUE GENERATION…

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’Kennedys Aviation Seminar’ – Sofitel Dubai Jumeirah Beach, UAE

24© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14

We work with clients who face major strategic discontinuities and risks to transform their business models. This transformation can take many different forms, such as a major repositioning of the customer value proposition, a move to a simpler, lower-cost operating model, or a fundamental change in the relationship with suppliers… mastering the changes required for short+long term success.

P R O P R I E T A R Y I N F O R M AT I O N

1BlueHorizon Group® main focus is on the airline / aerospace industry, but not only…BUSINESS TRANSFORMATION

1BHG® provides an array of capabilities to support investment decision making, backed by deep expertise across diverse industry sectors. Our services include conducting industry market scans; designing acquisition and divestiture strategies; developing robust, analytically driven due diligence; assisting with transaction negotiations...

MERGERS & ACQUISITIONS

1BHG® has developed a holistic approach to ensure companies capture the full value of transactions. This approach includes effective alignment and culture change, improving operations management and performance, customer retention, supplier/vendor integration, and intelligent rationalization, backed by detailed, step-by-step implementation support...

POST-MERGERS INTEGRATIONWith more than a decade of experience in strategic, operational, and financial restructuring, 1BHG® offers a complete management solution and "one-stop-shop" approach to turning around companies. We act as a coordinator for restructuring processes, as an objective expert and a neutral third party who provides quantitatively supported advice to address the interests of management...

RESTRUCTURING

As corporate strategy consulting firms, 1BHG®

helps enterprises develop, build, and operate strong businesses that deliver sustained shareholder value growth. We look at strategy from the "outside in" finding strategic insight through a robust understanding of current and future customer priorities. We harness thought leadership in the key areas below to deliver breakthrough recommendations to clients...

GROWTH STRATEGYAttempts to improve performance are often incomplete and result in hard-won but ultimately unsustainable shifts in performance. 1BHG® takes a holistic perspective that recognizes and leverages the interconnectedness of your business design (starting with your assets, activities and organization) to deliver fundamental, sustainable improvement...

PERFORMANCE IMPROVEMENT

Effective marketing campaigns drive revenue, profit, and brand value. But the marketing landscape is becoming increasingly complex, with rapidly evolving customer needs and digital competencies are now essential to win but are risky to outsource. Businesses need new strategies to reach their target audiences...

MARKETING

Capacity-constrained industries, with high fixed costs and low marginal costs, require different techniques to maximize the value from their products and services. Should you discount the flight seat today or hope for a higher price tomorrow? Revenue or yield management uses analysis of demand and price sensitivity for different market segments to make optimal pricing decisions…

REVENUE MANAGEMENT

HIGHLIGHT ON CORE CAPABILITIES - WHAT WE DO

Source: © 1BlueHorizon Group | What we do

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Wataniya Airways - Chairman Mr. Abdulsalam Al Bahar with Mrs Ghaida Abdul Latif, vice chairman –

director general & CEO of Syrian Arab Airlines.

Flydubai - CEO Mr. Ghaith Al GhaithGulf Air - Ex CEO Samer Majali H.E. Mohamed Hamad bin Azzan Al Mazrouei, Under Secretary of the Court of the

Ruler's Representative in the WR (U.A.E.)

His Highness Sheikh Ahmed Bin Saeed Al Maktoum, President of the Dubai Civil Aviation

Authority, Chairman of Dubai Airports, Chairman & Chief Executive of Emirates Airline & Group

P R O P R I E T A R Y I N F O R M AT I O N

Note: A list of qualifications is made available separately

1BHG® IS PROUD TO HAVE THEM SATISFIED1BlueHorizon Group® success is vested in our clients’ successes in various fields ofthe Aviation industry: Airliners, Airports, Aerospace and Authorities

Minister Justin Kalumba Mwana-Ngongo - Ministry of Transport and Channels of Communication,

Democratic Republic in Congo

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“1BlueHorizon Group is the only consulting firm that works successfully on all levels: Board level, middle management, implementation"

“1BHG senior personnel come in with strong views but integrate perfectly in our teams"

“1BHG has convinced us through it's excellent industry- and technology expertise"

"The 1BHG team knows perfectly well how to push the necessary change"

“1BHG guys are implementation -oriented and their cooperationwith my people is very good "

“1BHG Practice has very qualified people who really know a lot about our industry"

"In each project step, we could clearly identify 1BHG's added value and improve the overall bottom line"

P R O P R I E T A R Y I N F O R M AT I O N

THE ONLY WAY TO DO GREAT WORK IS TO LOVE WHAT WE DO…A MILE OF RUNWAY WILL TAKE YOU ANYWHERE

NO ONE HAS EVER COLLIDED WITH THE SKYNote: A list of qualifications is made available separately

TESTIMONIALS – WHAT CUSTOMERS THINK

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27© 2014 1BlueHorizon Group - www.1bluehorizon.com Al l r ights reserved1BHG | Aeropodium Conference Kennedys Aviation Seminar 07.12.14