Investments in affiliated companies represent investments in and loans to domestic and foreign affiliates, and primarily include companies offering lease financing and related services for customers operating rail and marine assets, as well as companies that lease aircraft engines. Loan amounts included in investments in affiliated companies were $24.2 million as of December 31, 2013 and $51.3 million as of December 31, 2012.

In 2013, we dissolved our Singco and Somargas marine affiliates, taking direct ownership of five liquefied gas carrying vessels with a fair value of $151.8 million. In connection with the dissolution we paid $101.3 million, primarily to satisfy our share of the affiliates' external debt, and recognized a pretax gain of $2.5 million, which is recorded in share of affiliates' earnings. The vessels continue to operate in a vessel pooling arrangement that our former partner manages.

In 2013, we sold our 37.5% interest in AAE to our partner, Ahaus Alstätter Eisenbahn Holding AG (“AAE Holding”), and recognized a pretax gain of $9.3 million, which we reported as part of our share of affiliates' earnings. The sale price of $114.1 million consisted of a cash payment at closing of $23.0 million and a seller loan of $91.1 million at a market interest rate. The loan has an initial term of one year, with two six-month extensions at AAE Holding's option. If AAE Holding exercises one or both of its extension options, the interest rate will increase for the extension period. The loan is secured by a pledge of shares representing a 37.5% interest in AAE. The loan agreement also contains customary affirmative and negative covenants, including financial covenants related to AAE's tangible net worth, leverage, and interest cover. At its option, AAE Holding may prepay the loan, in whole or in part, at any time.

In 2012, our gas compression equipment leasing affiliate, Enerven Compression, LLC ("Enerven"), sold substantially all of its assets and is in the process of liquidating. In connection with the disposition, we recognized an impairment loss of $14.8 million in 2012, which we recorded in our share of affiliates' earnings. In 2013, we reversed $1.1 million of the prior impairment loss due to higher than expected proceeds from the asset sales.

In 2011, the Clipper Fourth Limited and Clipper Fourth APS were dissolved. In connection with the dissolutions, we paid $62.1 million, which represented our share of the Clipper affiliates' outstanding debt, and we received six vessels with an aggregate fair value of $88.8 million. We also recognized an impairment loss of $5.2 million upon dissolution, which is recorded in our share of affiliates’ earnings.

The following table presents our most significant investments in affiliated companies and our ownership percentage in those companies by segment as of December 31, 2013 (in millions):



	Segment	Investment		Percentage Ownership
Rolls-Royce & Partners Finance (1)	Portfolio Management	$	248.2	50.0	%
Cardinal Marine Investments LLC	Portfolio Management	48.8		50.0	%
Adler Funding LLC	Rail North America	24.7		12.5	%
Other affiliates	Various	32.6		Various
Investments in Affiliated Companies		$	354.3

__________

(1) Combined investment balances of fourteen separate joint ventures (collectively, the "RRPF affiliates").

The following table shows our share of affiliates’ earnings by segment for the years ending December 31 (in millions):



	2013			2012			2011
Rail North America	$	10.3		$	6.5		$	3.9
Rail International	21.1			(18.3		)	0.5
Portfolio Management	60.9			33.4			36.2
Share of affiliates' earnings (pretax)	92.3			21.6			40.6
Income taxes	(16.5		)	(2.0		)	(8.2		)
Share of Affiliates' Earnings	$	75.8		$	19.6		$	32.4

The following table shows our cash investments in and distributions from our affiliates by segment for the years ended December 31 (in millions):



	Cash Investments						Cash Distributions
	2013		2012		2011		2013		2012		2011
Rail North America	$	—	$	—	$	—	$	—	$	14.9	$	8.0
Rail International	—		—		2.8		—		—		—
Portfolio Management	101.3		29.7		113.4		77.0		50.8		27.3
	$	101.3	$	29.7	$	116.2	$	77.0	$	65.7	$	35.3

Affiliate Guarantees



	2013		2012
Loan payment guarantees	$	—	$	42.0

Our loan payment guarantee of $42.0 million at one of our affiliated companies was terminated during 2013. We have excluded certain affiliate guarantees that had no stated maximum potential future payment and for which we consider the likelihood of performance under the guarantee as remote. See "Note 15. Commercial Commitments".

Summarized Financial Data of Affiliates

The following table shows the aggregated operating results for the years ended December 31 for the affiliated companies we held at December 31 (in millions):



	2013		2012		2011
Revenues	$	334.5	$	651.8	$	645.5
Gains on sales of assets	43.5		57.4		21.1
Net income	108.6		75.3		88.5

The following table shows aggregated summarized balance sheet data for our affiliated companies as of December 31 (in millions):



	2013		2012
Current assets	$	200.5	$	311.0
Noncurrent assets	2,989.2		4,781.3
Total assets	$	3,189.7	$	5,092.3

Current liabilities	$	159.6	$	439.7
Noncurrent liabilities	2,408.8		3,739.6
Shareholders’ equity	621.3		913.0
Total liabilities and shareholders' equity	$	3,189.7	$	5,092.3

Summarized Financial Data for the RRPF Affiliates

As noted above, our affiliate investments include 50% interests in each of the RRPF affiliates, a collection of fourteen domestic and foreign joint ventures with Rolls-Royce plc (or affiliates thereof, collectively “Rolls-Royce”), a leading manufacturer of commercial aircraft jet engines. The RRPF affiliates are primarily engaged in two business activities: lease financing of aircraft engines to a diverse group of commercial aircraft operators worldwide and sale-leaseback financing of aircraft engines to Rolls-Royce for use in their engine maintenance programs. In aggregate, the RRPF affiliates own 403 aircraft engines which are generally depreciated over a useful life of 25 years to an estimated residual value. Lease terms vary but typically range from 7 to 10 years. Rolls-Royce manages each of the RRPF affiliates and also performs substantially all required maintenance activities. Our share of affiliates' earnings (after-tax) from the RRPF affiliates was $46.5 million in 2013, $36.7 million in 2012, and $30.8 million in 2011.

We derived the following financial information from the combined financial statements of the RRPF affiliates.

The following table shows condensed income statements of the RRPF affiliates for the years ending December 31 (in millions):



	2013			2012			2011
Lease revenue from third parties	$	147.6		$	140.4		$	127.9
Lease revenue from Rolls-Royce	119.7			112.9			96.3
Depreciation expense	(120.2		)	(115.1		)	(100.1		)
Interest expense	(65.8		)	(64.8		)	(55.5		)
Other expenses	(10.2		)	(16.3		)	(11.5		)
Gains on sales of assets	35.2			35.9			19.4
Income before income taxes	106.3			93.0			76.5
Income tax (benefits) provision (1)	0.4			(3.8		)	(3.6		)
Net income	$	106.7		$	89.2		$	72.9

_________

(1) Represents income taxes directly attributable to the RRPF affiliates in the United Kingdom. Several of the RRPF affiliates are flow through entities and income taxes are incurred at the shareholder level. Amounts include tax benefits of $7.6 million, $4.6 million, and $4.1 million in 2013, 2012, and 2011, attributable to statutory rate decreases in the United Kingdom.

The following table shows the condensed balance sheets of the RRPF affiliates as of December 31 (in millions):



	2013		2012
Current assets	$	151.0	$	84.8
Operating assets, net of accumulated depreciation of $744.5 and $651.8 (a)	2,619.6		2,572.2
Other noncurrent assets	—		14.1
Total assets	$	2,770.6	$	2,671.1

Current liabilities	$	141.0	$	122.8
Long-term debt	1,963.1		1,955.1
Other liabilities	212.4		217.7
Shareholders’ equity	454.1		375.5
Total liabilities and shareholders' equity	$	2,770.6	$	2,671.1

_________

(a) All operating assets were pledged as collateral for long-term debt obligations.

The following table shows contractual future lease receipts from noncancelable leases of the RRPF affiliates as of December 31, 2013 (in millions):



	Rolls-Royce		Third Parties		Total
2014	$	119.6	$	146.8	$	266.4
2015	117.8		128.4		246.2
2016	104.2		119.2		223.4
2017	84.5		111.2		195.7
2018	76.9		99.9		176.8
Thereafter	201.9		232.9		434.8
	$	704.9	$	838.4	$	1,543.3

The following table shows maturities of debt obligations of the RRPF affiliates as of December 31, 2013 (in millions):



2014	$	67.1
2015	272.0
2016	450.4
2017	245.6
2018	100.3
Thereafter	888.0
Total debt principal (1)	$	2,023.4

_________

(1) All debt obligations are nonrecourse to the shareholders.