6-K 1 aer-06302019x6k.htm 6-K Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2019
Commission File Number 001-33159
AERCAP HOLDINGS N.V.
(Translation of Registrant’s Name into English)
AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland, +353 1 819 2010
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
 





Other Events
On July 30, 2019, AerCap Holdings N.V. filed its interim financial report for the quarter ended June 30, 2019.
The information contained in this Form 6-K is incorporated by reference into the Company’s Form F-3 Registration Statement File No. 333-224192 and Form S-8 Registration Statements File Nos. 333-180323, 333-154416, 333-165839, 333-194637 and 333-194638, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.



2
 


INDEX

3
 


 
TABLE OF DEFINITIONS
 
 
ACSAL
Acsal Holdco, LLC
AerCap, we, us or the Company
AerCap Holdings N.V. and its subsidiaries
AerCap Trust
AerCap Global Aviation Trust
AerDragon
AerDragon Aviation Partners Limited and Subsidiaries
AerLift
AerLift Leasing Limited and Subsidiaries
AICDC
AerCap Ireland Capital Designated Activity Company, a designated activity company with limited liability incorporated under the laws of Ireland
AIG
American International Group, Inc.
Airbus
Airbus S.A.S.
AOCI
Accumulated other comprehensive income (loss)
Boeing
The Boeing Company
ECA
Export Credit Agency
ECAPS
Enhanced Capital Advantaged Preferred Securities
Embraer
Embraer S.A.
EOL
End of lease
EPS
Earnings per share
Ex-Im
Export-Import Bank of the United States
FASB
Financial Accounting Standards Board
GECC
General Electric Capital Corporation
ILFC
International Lease Finance Corporation
LIBOR
London Interbank Offered Rates
MR
Maintenance reserved
Part-out
Disassembly of an aircraft for the sale of its parts
PB
Primary beneficiary
Peregrine
Peregrine Aviation Company and Subsidiaries
SEC
U.S. Securities and Exchange Commission
U.S. GAAP
Accounting Principles Generally Accepted in the United States of America
VIE
Variable interest entity

4
 


PART I FINANCIAL INFORMATION


5
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of June 30, 2019 and December 31, 2018

 
Note
 
June 30, 2019
 
December 31, 2018
 
 
 
(U.S. Dollars in thousands, except share data)
Assets
 
 
 
 
 
Cash and cash equivalents
4
 
$
782,884

 
$
1,204,018

Restricted cash
4
 
187,401

 
211,017

Trade receivables
 
 
60,302

 
40,379

Flight equipment held for operating leases, net
5
 
35,255,248

 
35,052,335

Maintenance rights and lease premium, net
7
 
958,207

 
1,113,190

Flight equipment held for sale
8
 
507,949

 
184,129

Net investment in finance and sales-type leases
6
 
1,002,452

 
1,003,286

Prepayments on flight equipment
23
 
2,961,367

 
3,024,520

Other intangibles, net
7
 
317,982

 
328,570

Deferred income tax assets
14
 
150,951

 
138,281

Other assets
9
 
883,181

 
909,190

Total Assets
 
 
$
43,067,924

 
$
43,208,915

 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
11
 
$
1,060,845

 
$
1,009,945

Accrued maintenance liability
12
 
2,242,753

 
2,237,494

Lessee deposit liability
 
 
774,312

 
768,677

Debt
13
 
29,019,666

 
29,507,587

Deferred income tax liabilities
14
 
892,173

 
804,598

Commitments and contingencies
23
 
 
 
 
Total Liabilities
 
 
33,989,749

 
34,328,301

 
 
 
 
 
 
Ordinary share capital, €0.01 par value, 350,000,000 ordinary shares authorized as of June 30, 2019 and December 31, 2018; 146,847,345 and 151,847,345 ordinary shares issued and 136,602,986 and 142,674,664 ordinary shares outstanding (including 2,250,655 and 2,429,442 shares of unvested restricted stock) as of June 30, 2019 and December 31, 2018, respectively
16, 20
 
1,810

 
1,866

Additional paid-in capital
 
 
2,444,458

 
2,712,417

Treasury shares, at cost (10,244,359 and 9,172,681 ordinary shares as of June 30, 2019 and December 31, 2018, respectively)
16
 
(494,545
)
 
(476,085
)
Accumulated other comprehensive income (loss)
 
 
(95,900
)
 
(1,824
)
Accumulated retained earnings
 
 
7,157,186

 
6,591,674

Total AerCap Holdings N.V. shareholders’ equity
 
 
9,013,009

 
8,828,048

Non-controlling interest
 
 
65,166

 
52,566

Total Equity
 
 
9,078,175

 
8,880,614

Total Liabilities and Equity
 
 
$
43,067,924

 
$
43,208,915

 
 
 
 
 
 
Supplemental balance sheet informationamounts related to assets and liabilities of consolidated VIEs for which creditors do not have recourse to our general credit:
 
 
 
 
Restricted cash
 
 
$
105,514

 
$
87,584

Flight equipment held for operating leases and held for sale
 
 
2,124,572

 
2,230,634

Other assets
 
 
65,845

 
82,995

 
 
 
 
 
 
Accrued maintenance liability
 
 
$
36,581

 
$
44,073

Debt
 
 
1,445,470

 
1,497,144

Other liabilities
 
 
90,514

 
89,598



The accompanying notes are an integral part of these Unaudited Financial Statements.

6
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Income Statements
For the Three and Six Months Ended June 30, 2019 and 2018
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Note
 
2019
 
2018
 
2019
 
2018
 
 
 
(U.S. Dollars in thousands, except share and per share data)
Revenues and other income
 
 
 
 
 
 
 
 
 
Lease revenue:
 
 


 

 


 

Basic lease rents
 
 
$
1,077,068

 
$
1,023,121

 
$
2,152,350

 
$
2,055,996

Maintenance rents and other receipts
 
 
109,095

 
107,860

 
195,906

 
195,279

Net gain on sale of assets
 
 
78,157

 
51,225

 
99,698

 
140,525

Other income
18
 
16,956

 
12,446

 
38,349

 
21,978

Total Revenues and other income
 
 
1,281,276

 
1,194,652

 
2,486,303

 
2,413,778

Expenses
 
 
 
 
 
 
 
 
 
Depreciation and amortization
5, 7
 
419,093

 
417,734

 
844,942

 
840,447

Asset impairment
 
 
17,819

 
13,978

 
22,850

 
16,086

Interest expense
 
 
332,441

 
284,865

 
666,620

 
559,314

Leasing expenses
 
 
65,244

 
103,309

 
156,965

 
235,777

Selling, general and administrative expenses
17
 
64,543

 
85,272

 
131,416

 
171,054

Total Expenses
 
 
899,140

 
905,158

 
1,822,793

 
1,822,678

Income before income taxes and income of investments accounted for under the equity method
 
 
382,136

 
289,494

 
663,510

 
591,100

Provision for income taxes
14
 
(49,677
)
 
(37,615
)
 
(86,256
)
 
(76,843
)
Equity in net earnings of investments accounted for under the equity method
 
 
1,935

 
2,468

 
4,037

 
5,809

Net income
 
 
$
334,394

 
$
254,347

 
$
581,291

 
$
520,066

Net income attributable to non-controlling interest
 
 
(2,934
)
 
(107
)
 
(15,645
)
 
(427
)
Net income attributable to AerCap Holdings N.V.
 
 
$
331,460

 
$
254,240

 
$
565,646

 
$
519,639

 
 
 
 
 
 
 
 
 
 
Basic earnings per share
20
 
$
2.44

 
$
1.75

 
$
4.13

 
$
3.55

Diluted earnings per share
20
 
$
2.42

 
$
1.70

 
$
4.09

 
$
3.42

 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
 
 
135,917,192

 
145,272,520

 
137,029,147

 
146,228,245

Weighted average shares outstanding - diluted
 
 
137,072,268

 
149,474,890

 
138,396,628

 
151,858,686

















The accompanying notes are an integral part of these Unaudited Financial Statements.

7
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended June 30, 2019 and 2018
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
 
(U.S. Dollars in thousands)
Net income
$
334,394

 
$
254,347

 
$
581,291

 
$
520,066

 
 
 
 
 
 
 
 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
Net change in fair value of derivatives (Note 10), net of tax of $8,348, $(941), $13,440 and $(4,044), respectively
(58,430
)
 
6,590

 
(94,076
)
 
28,311

Total other comprehensive (loss) income
(58,430
)
 
6,590

 
(94,076
)
 
28,311

 
 
 
 
 
 
 
 
Comprehensive income
275,964

 
260,937

 
487,215

 
548,377

Comprehensive income attributable to non-controlling interest
(2,934
)
 
(107
)
 
(15,645
)
 
(427
)
Total comprehensive income attributable to AerCap Holdings N.V.
$
273,030

 
$
260,830

 
$
471,570

 
$
547,950






































The accompanying notes are an integral part of these Unaudited Financial Statements.

8
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2019 and 2018
 
Six Months Ended June 30,
 
2019
 
2018
 
(U.S. Dollars in thousands)
Net income
$
581,291

 
$
520,066

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
844,942

 
840,447

Asset impairment
22,850

 
16,086

Amortization of debt issuance costs, debt discount, debt premium and lease premium
42,783

 
41,845

Amortization of fair value adjustments on debt
(45,961
)
 
(80,221
)
Accretion of fair value adjustments on deposits and maintenance liabilities
7,449

 
9,933

Maintenance rights write-off (a)
144,267

 
160,233

Maintenance liability release to income
(89,985
)
 
(113,184
)
Net gain on sale of assets
(99,698
)
 
(140,525
)
Deferred income taxes
88,055

 
77,074

Collections of finance and sales-type leases
45,448

 

Other
84,783

 
48,319

Changes in operating assets and liabilities:
 
 
 
Trade receivables
(21,075
)
 
(29,266
)
Other assets
(47,755
)
 
24,142

Accounts payable, accrued expenses and other liabilities
(37,150
)
 
(29,731
)
Net cash provided by operating activities
1,520,244

 
1,345,218

Purchase of flight equipment
(1,483,186
)
 
(1,594,556
)
Proceeds from sale or disposal of assets
733,157

 
1,195,770

Prepayments on flight equipment
(579,217
)
 
(868,265
)
Collections of finance and sales-type leases

 
46,211

Other
(11
)
 
(20,935
)
Net cash used in investing activities
(1,329,257
)
 
(1,241,775
)
Issuance of debt
4,157,089

 
2,443,006

Repayment of debt
(4,618,972
)
 
(2,242,343
)
Debt issuance costs paid, net of debt premium received
(8,422
)
 
(40,457
)
Maintenance payments received
358,694

 
362,801

Maintenance payments returned
(206,456
)
 
(276,144
)
Security deposits received
147,200

 
85,808

Security deposits returned
(141,364
)
 
(92,999
)
Dividend paid to non-controlling interest holders
(3,045
)
 
(2,700
)
Repurchase of shares and tax withholdings on share-based compensation
(320,058
)
 
(508,680
)
Net cash used in financing activities
(635,334
)
 
(271,708
)
Net decrease in cash, cash equivalents and restricted cash
(444,347
)
 
(168,265
)
Effect of exchange rate changes
(403
)
 
2,613

Cash, cash equivalents and restricted cash at beginning of period
1,415,035

 
2,024,125

Cash, cash equivalents and restricted cash at end of period
$
970,285

 
$
1,858,473







The accompanying notes are an integral part of these Unaudited Financial Statements.

9
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30, 2019 and 2018
 
Six Months Ended June 30,
 
2019
 
2018
 
(U.S. Dollars in thousands)
Supplemental cash flow information:
 
 
 
Interest paid, net of amounts capitalized
$
652,049

 
$
601,421

Income taxes (refunded) paid, net
(1,079
)
 
817


 
(a) Maintenance rights write-off consisted of the following:
 
 
 
 
 
 
 
      EOL and MR contract maintenance rights expense
$
37,521

 
$
89,427

      MR contract maintenance rights write-off due to maintenance liability release
9,403

 
11,971

      EOL contract maintenance rights write-off due to cash receipt
97,343

 
58,835

      Maintenance rights write-off
$
144,267

 
$
160,233






































The accompanying notes are an integral part of these Unaudited Financial Statements.

10
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30, 2019 and 2018

Non-Cash Investing and Financing Activities

Six Months Ended June 30, 2019:
Flight equipment held for operating leases in the amount of $46.8 million was reclassified to net investment in finance and sales-type leases.
Flight equipment held for operating leases in the amount of $870.3 million, net, was reclassified to flight equipment held for sale.
Accrued maintenance liability in the amount of $64.1 million was settled with buyers upon sale or disposal of assets.
Six Months Ended June 30, 2018:
Flight equipment held for operating leases in the amount of $76.9 million was reclassified to net investment in finance and sales-type leases.
Flight equipment held for operating leases in the amount of $578.1 million, net, was reclassified to flight equipment held for sale.
Flight equipment held for operating leases in the amount of $17.3 million, net, was reclassified to inventory, which is included in other assets.
Accrued maintenance liability in the amount of $169.7 million was settled with buyers upon sale or disposal of assets.































The accompanying notes are an integral part of these Unaudited Financial Statements.

11
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity
For the Three and Six Months Ended June 30, 2019

 
Number of ordinary shares issued
 
Ordinary share capital
 
Additional
paid-in
capital
 
Treasury
shares
 
Accumulated other comprehensive income (loss)
 
Accumulated retained earnings
 
AerCap Holdings N.V. shareholders’ equity
 
Non-controlling interest
 
Total equity
 
(U.S. Dollars in thousands, except share data)
Balance as of December 31, 2018
151,847,345

 
$
1,866

 
$
2,712,417

 
$
(476,085
)
 
$
(1,824
)
 
$
6,591,674

 
$
8,828,048

 
$
52,566

 
$
8,880,614

Dividends paid

 

 

 

 

 

 

 
(1,674
)
 
(1,674
)
Repurchase of shares

 

 

 
(137,155
)
 

 

 
(137,155
)
 

 
(137,155
)
Share cancellation

 

 

 

 

 

 

 

 

Ordinary shares issued, net of tax withholdings

 

 
(1,759
)
 
1,639

 

 
(548
)
 
(668
)
 

 
(668
)
Share-based compensation

 

 
17,413

 

 

 

 
17,413

 

 
17,413

Total comprehensive income (loss)

 

 

 

 
(35,646
)
 
234,186

 
198,540

 
12,711

 
211,251

Balance as of March 31, 2019
151,847,345

 
$
1,866

 
$
2,728,071

 
$
(611,601
)
 
$
(37,470
)
 
$
6,825,312

 
$
8,906,178

 
$
63,603

 
$
8,969,781

Dividends paid

 

 

 

 

 

 

 
(1,371
)
 
(1,371
)
Repurchase of shares

 

 

 
(169,179
)
 

 

 
(169,179
)
 

 
(169,179
)
Share cancellation
(5,000,000
)
 
(56
)
 
(262,504
)
 
262,560

 

 

 

 

 

Ordinary shares issued, net of tax withholdings

 

 
(39,724
)
 
23,675

 

 
414

 
(15,635
)
 

 
(15,635
)
Share-based compensation

 

 
18,615

 

 

 

 
18,615

 

 
18,615

Total comprehensive income (loss)

 

 

 

 
(58,430
)
 
331,460

 
273,030

 
2,934

 
275,964

Balance as of June 30, 2019
146,847,345

 
$
1,810

 
$
2,444,458

 
$
(494,545
)
 
$
(95,900
)
 
$
7,157,186

 
$
9,013,009

 
$
65,166

 
$
9,078,175




















The accompanying notes are an integral part of these Unaudited Financial Statements.

12
 


AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity (Continued)
For the Three and Six Months Ended June 30, 2018

 
Number of ordinary shares issued
 
Ordinary share capital
 
Additional
paid-in
capital
 
Treasury
shares
 
Accumulated other comprehensive income (loss)
 
Accumulated retained earnings
 
AerCap Holdings N.V. shareholders’ equity
 
Non-controlling interest
 
Total equity
 
(U.S. Dollars in thousands, except share data)
Balance as of December 31, 2017
167,847,345

 
$
2,058

 
$
3,714,563

 
$
(731,442
)
 
$
14,274

 
$
5,580,257

 
$
8,579,710

 
$
59,104

 
$
8,638,814

Dividends paid

 

 

 

 

 

 

 
(3,770
)
 
(3,770
)
Repurchase of shares

 

 

 
(304,628
)
 

 

 
(304,628
)
 

 
(304,628
)
Share cancellation
(11,000,000
)
 
(135
)
 
(541,421
)
 
541,556

 

 

 

 

 

Ordinary shares issued, net of tax withholdings

 

 
(5,422
)
 
3,223

 

 
(353
)
 
(2,552
)
 

 
(2,552
)
Share-based compensation

 

 
31,734

 

 

 

 
31,734

 

 
31,734

Cumulative effect due to adoption of new accounting standard

 

 

 

 

 
1,241

 
1,241

 

 
1,241

Total comprehensive income (loss)

 

 

 

 
21,721

 
265,399

 
287,120

 
320

 
287,440

Balance as of March 31, 2018
156,847,345

 
$
1,923

 
$
3,199,454

 
$
(491,291
)
 
$
35,995

 
$
5,846,544

 
$
8,592,625

 
$
55,654

 
$
8,648,279

Dividends paid

 

 

 

 

 

 

 
(1,412
)
 
(1,412
)
Repurchase of shares

 

 

 
(100,801
)
 

 

 
(100,801
)
 

 
(100,801
)
Share cancellation

 

 

 

 

 

 

 

 

Ordinary shares issued, net of tax withholdings

 

 
(266,298
)
 
157,635

 

 
(4,811
)
 
(113,474
)
 

 
(113,474
)
Share-based compensation

 

 
30,287

 

 

 

 
30,287

 

 
30,287

Total comprehensive income (loss)

 

 

 

 
6,590

 
254,240

 
260,830

 
107

 
260,937

Balance as of June 30, 2018
156,847,345

 
$
1,923

 
$
2,963,443

 
$
(434,457
)
 
$
42,585

 
$
6,095,973

 
$
8,669,467

 
$
54,349

 
$
8,723,816














The accompanying notes are an integral part of these Unaudited Financial Statements.

13
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)

1. General
The Company
We are the global leader in aircraft leasing with 1,373 aircraft owned, managed or on order, and total assets of $43.1 billion as of June 30, 2019. Our ordinary shares are listed on the New York Stock Exchange under the ticker symbol AER. Our headquarters is located in Dublin, and we have offices in Shannon, Los Angeles, Singapore, Amsterdam, Shanghai and Abu Dhabi. We also have representative offices at the world’s largest aircraft manufacturers, Boeing in Seattle and Airbus in Toulouse.
The Condensed Consolidated Financial Statements presented herein include the accounts of AerCap Holdings N.V. and its subsidiaries. AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company (“naamloze vennootschap” or “N.V.”) on July 10, 2006.
2. Basis of presentation
General
Our Condensed Consolidated Financial Statements are presented in accordance with U.S. GAAP.
We consolidate all companies in which we have direct and indirect legal or effective control and all VIEs for which we are deemed the PB under Accounting Standards Codification (“ASC”) 810. All intercompany balances and transactions with consolidated subsidiaries are eliminated. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that we are or become the PB. The results of subsidiaries sold or otherwise deconsolidated are excluded from the date that we cease to control the subsidiary or, in the case of VIEs, when we cease to be the PB.
Unconsolidated investments where we have significant influence are reported using the equity method of accounting.
Our Condensed Consolidated Financial Statements are stated in U.S. dollars, which is our functional currency.
Our interim financial statements have been prepared pursuant to the rules of the SEC and U.S. GAAP for interim financial reporting, and reflect all normally recurring adjustments that are necessary to fairly state the results for the interim periods presented. Certain information and footnote disclosures required by U.S. GAAP for complete annual financial statements have been omitted and, therefore, our interim financial statements should be read in conjunction with our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 8, 2019. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of those for a full fiscal year.
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Use of estimates
The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The use of estimates is or could be a significant factor affecting the reported carrying values of flight equipment, intangibles, investments, trade and notes receivables, deferred income tax assets and accruals and reserves. Actual results may differ from our estimates under different conditions, sometimes materially.
Reportable segments
We manage our business and analyze and report our results of operations on the basis of one business segment: leasing, financing, sales and management of commercial aircraft and engines.     

14
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies


Our significant accounting policies are described in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 8, 2019.
Recent accounting standards adopted during 2019:
Lease accounting
In February 2016, the FASB issued an accounting standard, ASC 842, Leases, that requires lessees to recognize lease-related assets and liabilities on the balance sheet. In certain circumstances, the lessee is required to remeasure the lease payments. Qualitative and quantitative disclosures, including significant judgments made by management, are required to provide insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts.
We adopted the new standard on its required effective date of January 1, 2019 using the optional transition method provided under Accounting Standards Update 2018-11, Targeted Improvements. Under this optional transition method, we applied the new lease standard at the effective date and will continue to report prior comparative periods in accordance with ASC 840, Leases. We have elected the package of practical expedients, which permits us to not reassess lease identification, lease classification or initial direct costs. Upon adoption, we recognized operating lease-related assets and liabilities, where we are the lessee, of $58 million. In accordance with ASC 842, commencing with the three months ended March 31, 2019, we classified collections of finance and sales-type leases as part of operating activity cash flows. In periods prior to the adoption of ASC 842, these finance and sales-type leases cash flows are classified as part of investing activity cash flows.
As a lessor, we lease most of our aircraft under operating leases. Under the new lease standard, the accounting for leases as a lessor is similar to the previous standard (refer to our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 8, 2019).
As a lessee, we lease office space in several locations globally. In accordance with ASC 842, Leases, we determine if an arrangement is a lease at its inception. For leases with terms greater than 12 months, operating lease right-of-use (“ROU”) assets and liabilities are included in other assets (Note 9) and other liabilities (Note 11), respectively, in our Condensed Consolidated Balance Sheets, and finance leases are included in flight equipment held for operating leases (Note 5) and debt (Note 13).
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our contractual obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date and are calculated based on the present value of lease payments over the lease term. To determine the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date.
Our assumed lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Future application of accounting standards:
Allowance for credit losses
In June 2016, the FASB issued an accounting standard that requires entities to estimate lifetime expected credit losses for most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, net investments in leases and off-balance sheet credit exposures. The standard also requires additional disclosures, including how the entity develops its allowance for credit losses for financial assets measured at amortized cost and disaggregated information on the credit quality of net investments in leases measured at amortized cost by year of the asset’s origination for up to five annual periods. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption will be permitted in any interim or annual period beginning after December 15, 2018. The new standard must be adopted using the modified retrospective transition approach. We will adopt the standard on its required effective date of January 1, 2020. We are evaluating the effect the adoption of the standard will have on our Condensed Consolidated Balance Sheets and Condensed Consolidated Income Statements.

15
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)


4. Restricted cash
Our restricted cash balance was $187.4 million and $211.0 million as of June 30, 2019 and December 31, 2018, respectively, and was primarily related to our ECA financings and Ex-Im financings, our AerFunding revolving credit facility and other debt. See Note 13Debt.
The following is a reconciliation of cash, cash equivalents and restricted cash as of June 30, 2019, December 31, 2018 and June 30, 2018:
 
June 30, 2019
 
December 31, 2018
 
June 30, 2018
Cash and cash equivalents
$
782,884

 
$
1,204,018

 
$
1,598,502

Restricted cash
187,401

 
211,017

 
259,971

Total cash, cash equivalents and restricted cash
$
970,285

 
$
1,415,035

 
$
1,858,473

5. Flight equipment held for operating leases, net
Movements in flight equipment held for operating leases during the six months ended June 30, 2019 and 2018 were as follows:
 
Six Months Ended June 30,
 
2019
 
2018
Net book value at beginning of period
$
35,052,335

 
$
32,396,827

Additions
2,119,396

 
2,350,991

Depreciation
(832,186
)
 
(823,842
)
Disposals and transfers to held for sale
(1,015,376
)
 
(866,170
)
Transfers to net investment in finance and sales-type leases/inventory
(46,837
)
 
(94,209
)
Impairment (Note 19)
(22,084
)
 
(16,086
)
Net book value at end of period
$
35,255,248

 
$
32,947,511

 
 
 
 
Accumulated depreciation as of June 30, 2019 and 2018
$
(7,132,213
)
 
$
(6,359,040
)
Our current operating lease agreements expire over the next 15 years. The contracted minimum future lease payments receivable from lessees for flight equipment on non-cancelable operating leases for our owned aircraft and engines as of June 30, 2019 were as follows:
 
Contracted minimum future lease payments receivable
2019 - remaining
$
2,122,485

2020
3,960,846

2021
3,678,529

2022
3,391,342

2023
3,105,808

Thereafter
12,100,409

 
$
28,359,419


16
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)


6. Net investment in finance and sales-type leases
Components of net investment in finance and sales-type leases as of June 30, 2019 and December 31, 2018 were as follows:
 
June 30, 2019
 
December 31, 2018
Future minimum lease payments to be received
$
749,700

 
$
792,265

Estimated residual values of leased flight equipment
553,778

 
528,916

Less: Unearned income
(301,026
)
 
(317,895
)
 
$
1,002,452

 
$
1,003,286

As of June 30, 2019, the cash flows receivable on finance and sales-type leases were as follows:
 
Cash flows receivable
2019 - remaining
$
79,446

2020
149,178

2021
133,836

2022
202,350

2023
129,436

Thereafter
609,232

Undiscounted cash flows receivable
$
1,303,478

Less: Unearned income
(301,026
)
 
$
1,002,452

During the three months ended June 30, 2019 and 2018, we recognized interest income from net investment in finance and sales-type leases of $15.8 million and $16.6 million, respectively, included in basic lease rents. During the six months ended June 30, 2019 and 2018, we recognized interest income from net investment in finance and sales-type leases of $31.3 million and $33.2 million, respectively, included in basic lease rents.
7. Intangibles
Maintenance rights and lease premium, net
Maintenance rights and lease premium, net consisted of the following as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
December 31, 2018
Maintenance rights
$
938,452

 
$
1,088,246

Lease premium, net
19,755

 
24,944

 
$
958,207

 
$
1,113,190

Movements in maintenance rights during the six months ended June 30, 2019 and 2018 were as follows:
 
Six Months Ended June 30,
 
2019
 
2018
Maintenance rights at beginning of period
$
1,088,246

 
$
1,464,599

EOL and MR contract maintenance rights expense
(37,521
)
 
(89,427
)
MR contract maintenance rights write-off due to maintenance liability release
(9,403
)
 
(11,971
)
EOL contract maintenance rights write-off due to cash receipt
(97,343
)
 
(58,835
)
EOL and MR contract maintenance rights write-off due to sale of aircraft
(5,527
)
 
(58,494
)
Maintenance rights at end of period
$
938,452

 
$
1,245,872


17
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
7. Intangibles (Continued)

The following tables present details of lease premium and related accumulated amortization as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
Gross carrying amount
 
Accumulated
amortization
 
Net carrying amount
Lease premium
$
67,606

 
$
(47,851
)
 
$
19,755

 
 
 
 
 
 
 
December 31, 2018
 
Gross carrying amount
 
Accumulated
amortization
 
Net carrying amount
Lease premium
$
73,300

 
$
(48,356
)
 
$
24,944

Lease premium amounts that are fully amortized are removed from the gross carrying amount and accumulated amortization columns in the tables above.
During the three months ended June 30, 2019 and 2018, we recorded lease premium amortization expense of $2.6 million. During the six months ended June 30, 2019 and 2018, we recorded lease premium amortization expense of $5.2 million and $5.4 million, respectively.
Other intangibles
Other intangibles consisted of the following as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
December 31, 2018
Goodwill
$
58,094

 
$
58,094

Customer relationships, net
251,353

 
261,941

Contractual vendor intangible assets
8,535

 
8,535

 
$
317,982

 
$
328,570

The following tables present details of customer relationships and related accumulated amortization as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
Gross carrying amount
 
Accumulated
amortization
 
Net carrying amount
Customer relationships
$
360,000

 
$
(108,647
)
 
$
251,353

 
 
 
 
 
 
 
December 31, 2018
 
Gross carrying amount
 
Accumulated
amortization
 
Net carrying amount
Customer relationships
$
360,000

 
$
(98,059
)
 
$
261,941

During the three months ended June 30, 2019 and 2018, we recorded amortization expense for customer relationships of $5.3 million. During the six months ended June 30, 2019 and 2018, we recorded amortization expense for customer relationships of $10.6 million.
During the three and six months ended June 30, 2019 and 2018, we did not utilize any contractual vendor intangible assets to reduce the cash outlay related to purchases of goods and services from our vendors. 

18
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)


8. Flight equipment held for sale
Generally, an aircraft is classified as held for sale when the sale is probable, the aircraft is available for sale in its present condition, and the aircraft is expected to be sold within one year. Aircraft are reclassified from flight equipment held for operating leases to flight equipment held for sale at the lower of the aircraft carrying value or fair value, less costs to sell. Depreciation is no longer recognized for aircraft classified as held for sale.
As of June 30, 2019, 19 aircraft with a total net book value of $507.9 million met the held for sale criteria and were classified as flight equipment held for sale in our Condensed Consolidated Balance Sheet. Aggregate maintenance and security deposit amounts received from the lessees of approximately $117 million will be assumed by the buyers of these aircraft upon consummation of the individual sale transactions.
As of December 31, 2018, seven aircraft with a total net book value of $184.1 million met the held for sale criteria and were classified as flight equipment held for sale in our Consolidated Balance Sheet. During the first quarter of 2019, the sale of six of those aircraft closed and the remaining aircraft was held for sale as of June 30, 2019.
9. Other assets
Other assets consisted of the following as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
December 31, 2018
Inventory
$
57,220

 
$
30,971

Debt issuance costs
27,250

 
36,814

Lease incentives
234,925

 
251,961

Other receivables
215,654

 
220,289

Investments
135,748

 
132,113

Notes receivables
49,554

 
58,994

Derivative assets (Note 10)
11,232

 
69,105

Operating lease ROU assets (Note 15)
46,519

 

Other tangible fixed assets
28,137

 
29,151

Straight-line rents, prepaid expenses and other
76,942

 
79,792

 
$
883,181

 
$
909,190

10. Derivative financial instruments
We have entered into interest rate derivatives to hedge the current and future interest rate payments on our variable rate debt. These derivative financial instruments can include interest rate swaps, caps, floors, options and forward contracts.
As of June 30, 2019, we had interest rate caps and swaps outstanding, with underlying variable benchmark interest rates ranging from one to six-month U.S. dollar LIBOR.
Some of our agreements with derivative counterparties require a two-way cash collateralization of derivative fair values. As of June 30, 2019 and December 31, 2018, we had cash collateral of $1.3 million and $5.5 million, respectively, from various counterparties and the obligation to return such collateral was recorded in accounts payable, accrued expenses and other liabilities. We had not advanced any cash collateral to counterparties as of June 30, 2019 or December 31, 2018.
The counterparties to our interest rate derivatives are primarily major international financial institutions. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. We could be exposed to potential losses due to the credit risk of non-performance by these counterparties. We have not experienced any material losses to date.

19
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
10. Derivative financial instruments (Continued)


Our derivative assets are recorded in other assets and our derivative liabilities are recorded in accounts payable, accrued expenses and other liabilities in our Condensed Consolidated Balance Sheets. The following tables present notional amounts and fair values of derivatives outstanding as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
December 31, 2018
 
Notional amount (a)
 
Fair value
 
Notional amount (a)
 
Fair value
Derivative assets not designated as accounting hedges:
 
 
 
 
 
 
 
Interest rate caps
$
2,487,500

 
$
7,734

 
$
2,523,500

 
$
32,547

Derivative assets designated as accounting cash flow hedges:
 
 
 
 
 
 
 
Interest rate swaps
$
586,044

 
$
3,498

 
$
1,900,957

 
$
36,558

Total derivative assets
 
 
$
11,232

 
 
 
$
69,105

 
(a)
The notional amount is reported as nil for caps and swaps where the effective date has not yet commenced.
 
June 30, 2019
 
December 31, 2018
 
Notional amount (a)
 
Fair value
 
Notional amount (a)
 
Fair value
Derivative liabilities designated as accounting cash flow hedges:
 
 
 
 
 
 
 
Interest rate swaps
$
3,691,000

 
$
103,778

 
$
1,375,000

 
$
29,321

Total derivative liabilities
 
 
$
103,778

 
 
 
$
29,321

 
(a)
The notional amount is reported as nil for swaps where the effective date has not yet commenced.
We recorded the following in other comprehensive income related to derivative financial instruments for the three and six months ended June 30, 2019 and 2018:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Gain (Loss)
 
 
 
 
 
 
 
Effective portion of change in fair market value of derivatives designated as accounting cash flow hedges:
 
 
 
 
 
 
 
Interest rate swaps
$
(66,778
)
 
$
7,531

 
$
(107,516
)
 
$
32,355

Income tax effect
8,348

 
(941
)
 
13,440

 
(4,044
)
Net changes in cash flow hedges, net of tax
$
(58,430
)
 
$
6,590

 
$
(94,076
)
 
$
28,311


20
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
10. Derivative financial instruments (Continued)


We expect to reclassify approximately $14 million from AOCI as an increase in interest expense in our Condensed Consolidated Income Statements over the next 12 months. The following table presents the effect of derivatives recorded as reductions to or (increases) in interest expense in our Condensed Consolidated Income Statements for the three and six months ended June 30, 2019 and 2018:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Gain (Loss)
 
 
 
 
 
 
 
Derivatives not designated as accounting hedges:
 
 
 
 
 
 
 
Interest rate caps
$
(9,821
)
 
$
4,515

 
$
(25,708
)
 
$
21,055

Reclassification to Condensed Consolidated Income Statements:
 
 
 
 
 
 
 
Reclassification of amounts previously recorded within AOCI
2,235

 

 
$
6,166

 

Effect from derivatives on interest expense
$
(7,586
)
 
$
4,515

 
$
(19,542
)
 
$
21,055

11. Accounts payable, accrued expenses and other liabilities
Accounts payable, accrued expenses and other liabilities consisted of the following as of June 30, 2019 and December 31, 2018:
 
June 30, 2019
 
December 31, 2018
Accounts payable, accrued expenses and other
$
245,781

 
$
296,523

Deferred revenue
402,007

 
421,542

Accrued interest
254,834

 
262,559

Derivative liabilities (Note 10)
103,778

 
29,321

Operating lease liabilities (Note 15)
54,445

 

 
$
1,060,845

 
$
1,009,945

12. Accrued maintenance liability
Movements in accrued maintenance liability during the six months ended June 30, 2019 and 2018 were as follows:
 
Six Months Ended June 30,
 
2019
 
2018
Accrued maintenance liability at beginning of period
$
2,237,494

 
$
2,461,799

Maintenance payments received
358,694

 
362,801

Maintenance payments returned
(206,456
)
 
(276,144
)
Release to income upon sale
(64,066
)
 
(169,678
)
Release to income other than upon sale
(87,061
)
 
(113,184
)
Lessor contribution, top ups and other
4,148

 
(12,803
)
Accrued maintenance liability at end of period
$
2,242,753

 
$
2,252,791


21
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
13. Debt


As of June 30, 2019, the principal amount of our outstanding indebtedness totaled $29.0 billion, which excluded fair value adjustments of $129.2 million and debt issuance costs, debt discounts and debt premium of $141.0 million, and our undrawn lines of credit were approximately $7.1 billion, availability of which is subject to certain conditions, including compliance with certain financial covenants. As of June 30, 2019, we remained in compliance with the financial covenants across our various debt obligations. All of our debt is redeemable by AerCap, unless otherwise stated.
The following table provides a summary of our indebtedness as of June 30, 2019 and December 31, 2018:
 
 
June 30, 2019
 
December 31, 2018
Debt Obligation
 
Collateral (Number of
 aircraft)
 
Commitment
 
Undrawn amounts
 
Amount outstanding
 
Weighted average interest rate (a)
 
Maturity
 
Amount outstanding
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ILFC Legacy Notes
 
 
 
$
2,900,000

 
$

 
$
2,900,000

 
7.09
%
 
2020 - 2022
 
$
4,900,000

AGAT/AICDC Notes
 
 
 
11,750,000

 

 
11,750,000

 
4.21
%
 
2020 - 2028
 
10,749,864

Asia Revolving Credit Facility
 
 
 
950,000

 
750,000

 
200,000

 
3.96
%
 
2022
 
200,000

Citi Revolving Credit Facility
 
 
 
4,000,000

 
4,000,000

 

 

 
2021
 

Other unsecured debt
 
 
 
1,956,000

 

 
1,956,000

 
3.85
%
 
2020 - 2023
 
1,160,000

Fair value adjustment
 
 
 
NA

 
NA

 
131,603

 
NA

 
NA
 
177,450

TOTAL UNSECURED
 
 
 
$
21,556,000

 
$
4,750,000

 
$
16,937,603

 
 
 
 
 
$
17,187,314

Secured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Export credit facilities
 
30

 
741,960

 

 
741,960

 
2.62
%
 
2019 - 2030
 
849,372

Institutional secured term loans & secured portfolio loans
 
269

 
8,567,360

 
724,000

 
7,843,360

 
3.97
%
 
2020 - 2030
 
7,533,028

AerFunding Revolving Credit Facility
 
16

 
2,500,000

 
1,601,462

 
898,538

 
4.41
%
 
2022
 
919,484

Other secured debt
 
44

 
1,193,432

 

 
1,193,432

 
4.36
%
 
2019 - 2037
 
1,633,099

Fair value adjustment
 
 
 
NA

 
NA

 
(2,204
)
 
NA

 
NA
 
(2,103
)
TOTAL SECURED
 
 
 
$
13,002,752

 
$
2,325,462

 
$
10,675,086

 
 
 
 
 
$
10,932,880

Subordinated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ECAPS Subordinated Notes
 
 
 
1,000,000

 

 
1,000,000

 
4.19
%
 
2065
 
1,000,000

Junior Subordinated Notes
 
 
 
500,000

 

 
500,000

 
6.50
%
 
2045
 
500,000

Subordinated debt issued by joint ventures
 
 
 
48,234

 

 
48,234

 

 
2019 - 2020
 
48,234

Fair value adjustment
 
 
 
NA

 
NA

 
(225
)
 
NA

 
NA
 
(225
)
TOTAL SUBORDINATED
 
 
 
$
1,548,234

 
$

 
$
1,548,009

 
 
 
 
 
$
1,548,009

Debt issuance costs, debt discounts and debt premium
 
 
 
NA

 
NA

 
(141,032
)
 
NA

 
NA
 
(160,616
)
 
 
359

 
$
36,106,986

 
$
7,075,462

 
$
29,019,666

 
 
 
 
 
$
29,507,587

 
(a)
The weighted average interest rate for our floating rate debt is calculated based on the U.S. dollar LIBOR rate as of the last interest payment date of the respective debt, and excludes the impact of related derivative financial instruments which we hold to hedge our exposure to floating interest rates, as well as any amortization of debt issuance costs, debt discounts and debt premium. The institutional secured term loans and secured portfolio loans also contain base rate alternatives.


22
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
13. Debt (Continued)


Additional details of the principal terms of our indebtedness can be found in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 8, 2019 and our quarterly report on Form 6-K for the first quarter ended March 31, 2019, filed with the SEC on May 1, 2019. There have been no material changes to our indebtedness since the filing of those reports, except for scheduled repayments and as described below.
Other unsecured debt
In June 2019, we signed a $525.0 million, four-year unsecured term loan agreement.
14. Income taxes
Our effective tax rate was 13.0% for the three and six months ended June 30, 2019 and 2018. Our effective tax rate in any period can be impacted by revisions to the estimated full year rate.
15. Leases
We lease office space in several locations globally under operating lease arrangements, and in limited instances may enter into finance leases for flight equipment. Our leases have remaining lease terms of one year to 18 years, and in some cases we have options to extend the lease terms for up to ten years. Our finance lease arrangements may be terminated prior to their original expiration date at our discretion.
As of June 30, 2019, operating lease ROU assets net of lease incentives included in other assets were $46.5 million, and operating lease liabilities included in accounts payable, accrued expenses and other liabilities were $54.4 million. Finance lease liabilities included in debt were $128.7 million.
As of June 30, 2019, supplemental balance sheet information related to leases was as follows:
 
Operating leases
 
Finance leases
Weighted average remaining lease term (years)
9.5

 
17.0

Weighted average discount rate
6.4
%
 
6.5
%

As of June 30, 2019, maturities of operating and finance lease liabilities were as follows:
 
Operating leases
 
Finance leases
2019 - remaining
$
4,873

 
$
5,473

2020
8,727

 
10,946

2021
8,399

 
10,946

2022
8,467

 
10,946

2023
8,529

 
10,946

Thereafter
34,465

 
186,723

Total lease payments
$
73,460

 
$
235,980

Less: Imputed interest
(19,017
)
 
(107,275
)
Present value of lease liabilities
$
54,443

 
$
128,705



23
 


AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)


16. Equity
The following table presents our share repurchase programs from January 1, 2018 through June 30, 2019:
Program approval date
 
Program end date
 
Authorized amount
 
Program completion date
February 2018
 
June 30, 2018
 
$
200,000

 
May 14, 2018
April 2018
 
December 31, 2018
 
200,000

 
November 2, 2018
October 2018
 
March 31, 2019
 
200,000

 
January 9, 2019
December 2018
 
March 31, 2019
 
100,000

 
March 22, 2019
February 2019
 
September 30, 2019
 
200,000

 
July 22, 2019
June 2019
 
December 31, 2019
 
200,000

 
Not yet completed
During the six months ended June 30, 2019, we repurchased an aggregate of 6,574,814 of our ordinary shares under our share repurchase programs at an average price, including commissions, of $46.59 per ordinary share.
Between July 1, 2019 and July 24, 2019, we repurchased an aggregate of 605,229 of our ordinary shares under our share repurchase program at an average price, including commissions, of $50.88 per ordinary share.
During the six months ended June 30, 2019, we cancelled 5,000,000 ordinary shares which were acquired through the share repurchase programs in accordance with authorizations obtained from the Company's shareholders.
17. Selling, general and administrative expenses
Selling, general and administrative expenses consisted of the following for the three and six months ended June 30, 2019 and 2018:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Personnel expenses
$
28,299

 
$
37,430

 
$
59,491

 
$
70,062

Share-based compensation
18,615

 
30,287

 
36,028

 
62,021

Travel expenses
4,605

 
5,311

 
8,859

 
10,762

Professional services
5,115

 
6,149

 
11,339

 
13,219

Office expenses
3,296

 
3,673

 
6,795

 
7,802

Directors’ expenses
822

 
958

 
1,557

 
1,665

Other expenses
3,791

 
1,464

 
7,347

 
5,523

 
$
64,543

 
$
85,272

 
$