What the changes say
- FTAI added cybersecurity regulations and partnership execution risks while updating its 2025 Incentive Plan and Internalization transition details.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
approval qualifying us to supply our products is revoked or suspended, then sale of the product would be prohibited by law, which would have an adverse effect on our business, financial condition and results of operations
The FAA and other agencies now focus on aviation cybersecurity standards, creating potential compliance costs and legal liabilities.
- NewRisks Related to Our Business
future partnerships. If the 2025 Partnership and future partnerships are not successful, that will have an adverse affect on our results of operations and cash flows
The 2025 Partnership and future partnerships face risks from tariffs, sanctions, due diligence gaps, and hedging strategies.
Dropped
- DroppedRisks Related to Our Business
capital, higher costs of capital for financing expenditures or the desire to preserve liquidity, may cause our current or prospective customers and lessees to make reductions in future capital budgets and spending
Customer budget reductions and traffic downturns impacting asset demand.
- DroppedRisks Related to Our Business
We are reliant on certain transition services provided by the Former Manager under the Transition Services Agreement, and may not find a suitable provider for these transition services if the Former Manager no longer provides the transition services to which we are entitled under the Transition Services Agreement
- DroppedRisks Related to Our Business
insurance policies. Although we believe that we are adequately insured against these types of events, no assurance can be given that the occurrence of any such event will not materially adversely affect us
Reworded
- 79% rewrittenRisks Related to Our Business
The aviation industry is heavily regulated, and if we fail to comply with applicable requirements, our results of operations could suffer
Added the European Union Aviation Safety Agency alongside the FAA and Transport Canada as a key regulatory authority.
- 79% rewrittenRisks Related to Our Shares
Your percentage ownership in FTAI Aviation Ltd. may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees, as well as other equity instruments such as debt and equity financing
Updated to the 2025 Omnibus Incentive Plan, reducing reserved ordinary shares from 30,000,000 to 5,750,000.
- 77% rewrittenRisks Related to Our Business
We may not realize some or all of the targeted benefits of the Internalization
Shifted focus from TSA cost-plus fee mechanics to the operational risks of failing to achieve Internalization cost savings.
- 62% rewrittenRisks Related to Taxation
We or our subsidiaries may become subject to increased and/or unanticipated tax liabilities that may have a material adverse effect on our results of operations
Updated tax risk to include the OECD and Inclusive Framework's BEPS 2.0 initiative for global minimum taxes.
- 53% rewrittenRisks Related to Our Business
Projects in the aerospace products and services sector are exposed to a variety of unplanned interruptions which could cause our results of operations to suffer
Retained the extensive list of operational interruption factors for aerospace projects without substantive changes.
- 46% rewrittenRisks Related to Our Business
Our Strategic Capital Initiative involves certain risks which could adversely affect our business, prospects, financial condition, results of operations and cash flows
Updated 2025 Partnership details to confirm the company has made a minority capital commitment and will make additional commitments.
All 49 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Instability in geographies where we have assets or where we derive revenue could have a material adverse effect on our business, customers, lessees, operations and financial results
- 02The aviation industry has experienced periods of oversupply during which lease rates and asset values have declined, particularly during economic downturns, and any future oversupply could materially adversely affect our results of operations and cash flows
- 03The aviation industry is heavily regulated, and if we fail to comply with applicable requirements, our results of operations could suffer79% rewritten
- 04approval qualifying us to supply our products is revoked or suspended, then sale of the product would be prohibited by law, which would have an adverse effect on our business, financial condition and results of operationsNew
- 05The retirement or prolonged grounding of commercial aircraft could reduce our revenues and the value of any related inventory
- 06Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses
- 07We acquire a high concentration of CFM-56-5B, CFM56-7B and V2500 engines and related parts and our business, prospects, financial condition, results of operations and cash flows could be adversely affected by changes in market demand or problems specific to that asset or sector
- 08We operate in highly competitive markets
- 09Market competition for our Aerospace Products business includes engine manufacturers, engine component and parts manufacturers, airline and aircraft service companies, companies providing maintenance, repair and overhaul services and aircraft spare parts distributors and redistributors
- 10The success of our Aerospace Products segment is dependent upon our ability to manage our operational footprint
- 11Certain liens may arise on our assets
- 12The values of our assets may fluctuate due to various factors
- 13We may not generate a sufficient amount of cash or generate sufficient free cash flow to fund our operations or repay our indebtedness
- 14Our use of joint ventures or partnerships may present unforeseen obstacles or costs
- 15Our Strategic Capital Initiative involves certain risks which could adversely affect our business, prospects, financial condition, results of operations and cash flows46% rewritten
- 16future partnerships. If the 2025 Partnership and future partnerships are not successful, that will have an adverse affect on our results of operations and cash flowsNew
- 17We are subject to the risks and costs of obsolescence of our assets
- 18The inability to obtain certain components from suppliers could harm our business
- 19We could be negatively impacted by environmental, social, and governance (ESG) and sustainability-related matters
- 20Our assets generally require routine maintenance, and we may be exposed to unforeseen maintenance costs
- 21Our customers and lessees operate in highly regulated industries and changes in laws or regulations, including laws with respect to international trade, may adversely affect our ability to lease or sell our assets
- 22We may not be able to renew or obtain new or favorable leases, which could adversely affect our business, prospects, financial condition, results of operations and cash flows
- 23Litigation to enforce our contracts and recover our assets has inherent uncertainties that are increased by the location of our assets in jurisdictions that have less developed legal systems
- 24Our international operations involve additional risks, which could adversely affect our business, prospects, financial condition, results of operations and cash flows
- 25We may make acquisitions in emerging markets throughout the world, and investments in emerging markets are subject to greater risks than developed markets and could adversely affect our business, prospects, financial condition, results of operations and cash flows
- 26We are actively evaluating potential acquisitions of assets and operating companies in other aviation sectors which could result in additional risks and uncertainties for our business and unexpected regulatory compliance costs
- 27Implementing new or expanded platforms, products and services and keeping pace with technological or process developments in our industries may require significant capital and operational risk
- 28The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing operational flexibility and creating default risks
- 29Terrorist attacks or other hostilities could negatively impact our operations and our profitability and may expose us to liability and reputational damage
- 30Projects in the aerospace products and services sector are exposed to a variety of unplanned interruptions which could cause our results of operations to suffer53% rewritten
- 31Our inability to obtain sufficient capital would constrain our ability to grow our portfolio and to increase our revenues
- 32The effects of various environmental regulations may negatively affect the industries in which we operate which could have a material adverse effect on our financial condition, results of operations and cash flows
- 33We may not realize some or all of the targeted benefits of the Internalization77% rewritten
- 34If we are deemed an “investment company” under the Investment Company Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows
- 35If we are deemed an “investment adviser” under the Investment Advisers Act, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows
- 36We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers
Risks Related to Taxation
- 37Investors should consult their tax advisors regarding the potential impact of these rules on their investment in us
- 38To the extent we recognize income treated as effectively connected with a trade or business in the United States, we would be subject to U.S. federal income taxation on a net income basis, which could adversely affect our business and result in decreased cash available for distribution to our shareholders
- 39We or our subsidiaries may become subject to increased and/or unanticipated tax liabilities that may have a material adverse effect on our results of operations62% rewritten
Risks Related to Our Shares
- 40The market price and trading volume of our ordinary and preferred shares may be volatile, which could result in rapid and substantial losses for our shareholders
- 41Short sellers have and may in the future engage in activity intended to drive down the market price of our ordinary shares, which could in the future result in related governmental and regulatory scrutiny, among other effects
- 42An increase in market interest rates may have an adverse effect on the market price of our shares
- 43We are required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal controls, and the outcome of that effort may adversely affect our results of operations, financial condition and liquidity
- 44Your percentage ownership in FTAI Aviation Ltd. may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees, as well as other equity instruments such as debt and equity financing79% rewritten
- 45Sales or issuances of our ordinary shares could adversely affect the market price of our ordinary shares
- 46Our determination of how much leverage to use to finance our acquisitions may adversely affect our return on our assets and may reduce funds available for distribution
- 47While we currently intend to pay regular quarterly dividends to our shareholders, we may change our dividend policy at any time
- 48Anti-takeover provisions in our Articles could delay or prevent a change in control
- 49If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our ordinary shares, our share price and trading volume could decline
Other FTAI Aviation 10-Ks
- FY2024 10-K risk factors50 risks
FTAI Aviation relies heavily on leased aircraft assets and carries $3.4 billion of indebtedness. The company concentrates its portfolio on CFM-56 and V2500 engines. Operations depend heavily on third-party transition services following an internalization.
Filed Mar 03, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.