|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Ordinary Shares
|
AER
|
The New York Stock Exchange
|
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079
|
AER79
|
The New York Stock Exchange
|
Ordinary Shares, Euro 0.01 par value
|
131,583,489
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non accelerated filer
(Do not check if a
smaller reporting company)
|
☐
|
Emerging growth company
|
☐
|
U.S. GAAP
|
☒
|
International Financial Reporting Standards as
issued by the International Accounting Standards Board
|
☐
|
Other
|
☐
|
|
ACSAL
|
|
Acsal Holdco, LLC
|
AerCap, we, us or the Company
|
|
AerCap Holdings N.V. and its subsidiaries
|
AerCap Ireland
|
|
AerCap Ireland Limited
|
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)
|
ASC
|
|
Accounting Standard Codification
|
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
|
ILFC
|
|
International Lease Finance Corporation
|
ILFC Transaction
|
|
The purchase by AerCap and AerCap Ireland Limited, a wholly-owned subsidiary of AerCap, of 100% of ILFC’s common stock from AIG on May 14, 2014
|
IRS
|
|
Internal Revenue Service
|
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 Limited and Subsidiaries
|
ROU
|
|
Right-of-use
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SPE
|
|
Special purpose entity
|
U.S. GAAP
|
|
Accounting Principles Generally Accepted in the United States of America
|
VIE
|
|
Variable interest entity
|
•
|
the availability of capital to us and to our customers and changes in interest rates;
|
•
|
the ability of our lessees and potential lessees to make lease payments to us;
|
•
|
our ability to successfully negotiate aircraft purchases, sales and leases, to collect outstanding amounts due and to repossess aircraft under defaulted leases, and to control costs and expenses;
|
•
|
changes in the overall demand for commercial aircraft leasing and aircraft management services;
|
•
|
the effects of terrorist attacks on the aviation industry and on our operations;
|
•
|
the economic condition of the global airline and cargo industry and economic and political conditions;
|
•
|
development of increased government regulation, including regulation of trade and the imposition of import and export controls, tariffs and other trade barriers;
|
•
|
competitive pressures within the industry;
|
•
|
the negotiation of aircraft management services contracts;
|
•
|
regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes; and
|
•
|
the risks set forth in “Item 3. Key Information—Risk Factors” included in this annual report.
|
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
Item 2.
|
Offer Statistics and Expected Timetable
|
Item 3.
|
Key Information
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(U.S. Dollars in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,121,396
|
|
|
$
|
1,204,018
|
|
|
$
|
1,659,669
|
|
|
$
|
2,035,447
|
|
|
$
|
2,403,098
|
|
Restricted cash
|
178,951
|
|
|
211,017
|
|
|
364,456
|
|
|
329,180
|
|
|
419,447
|
|
|||||
Flight equipment held for operating leases, net
|
35,870,781
|
|
|
35,052,335
|
|
|
32,396,827
|
|
|
31,501,973
|
|
|
32,219,494
|
|
|||||
Maintenance rights and lease premium, net
|
809,615
|
|
|
1,113,190
|
|
|
1,501,858
|
|
|
2,167,925
|
|
|
3,139,045
|
|
|||||
Net investment in finance and sales-type leases
|
1,011,549
|
|
|
1,003,286
|
|
|
995,689
|
|
|
755,882
|
|
|
469,198
|
|
|||||
Prepayments on flight equipment
|
2,954,478
|
|
|
3,024,520
|
|
|
2,930,303
|
|
|
3,265,979
|
|
|
3,300,426
|
|
|||||
Other assets
|
1,802,474
|
|
|
1,600,549
|
|
|
2,191,342
|
|
|
1,564,067
|
|
|
1,798,791
|
|
|||||
Total Assets
|
$
|
43,749,244
|
|
|
$
|
43,208,915
|
|
|
$
|
42,040,144
|
|
|
$
|
41,620,453
|
|
|
$
|
43,749,499
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
$
|
29,486,131
|
|
|
$
|
29,507,587
|
|
|
$
|
28,420,739
|
|
|
$
|
27,716,999
|
|
|
$
|
29,641,863
|
|
Other liabilities
|
4,880,908
|
|
|
4,820,714
|
|
|
4,980,591
|
|
|
5,321,190
|
|
|
5,681,827
|
|
|||||
Total Liabilities
|
34,367,039
|
|
|
34,328,301
|
|
|
33,401,330
|
|
|
33,038,189
|
|
|
35,323,690
|
|
|||||
Total AerCap Holdings N.V. shareholders’ equity
|
9,314,897
|
|
|
8,828,048
|
|
|
8,579,710
|
|
|
8,524,447
|
|
|
8,348,963
|
|
|||||
Non-controlling interest
|
67,308
|
|
|
52,566
|
|
|
59,104
|
|
|
57,817
|
|
|
76,846
|
|
|||||
Total Equity
|
9,382,205
|
|
|
8,880,614
|
|
|
8,638,814
|
|
|
8,582,264
|
|
|
8,425,809
|
|
|||||
Total Liabilities and Equity
|
$
|
43,749,244
|
|
|
$
|
43,208,915
|
|
|
$
|
42,040,144
|
|
|
$
|
41,620,453
|
|
|
$
|
43,749,499
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(U.S. Dollars in thousands, except share and per share data)
|
||||||||||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic lease rents
|
$
|
4,281,260
|
|
|
$
|
4,145,552
|
|
|
$
|
4,194,224
|
|
|
$
|
4,395,318
|
|
|
$
|
4,635,776
|
|
Maintenance rents and other receipts
|
401,006
|
|
|
391,541
|
|
|
519,578
|
|
|
472,305
|
|
|
355,775
|
|
|||||
Lease revenue
|
4,682,266
|
|
|
4,537,093
|
|
|
4,713,802
|
|
|
4,867,623
|
|
|
4,991,551
|
|
|||||
Net gain on sale of assets
|
188,835
|
|
|
201,323
|
|
|
229,093
|
|
|
138,522
|
|
|
183,328
|
|
|||||
Other income
|
66,239
|
|
|
61,564
|
|
|
94,598
|
|
|
145,986
|
|
|
112,676
|
|
|||||
Total Revenues and other income
|
4,937,340
|
|
|
4,799,980
|
|
|
5,037,493
|
|
|
5,152,131
|
|
|
5,287,555
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
1,676,121
|
|
|
1,679,074
|
|
|
1,727,296
|
|
|
1,791,336
|
|
|
1,843,003
|
|
|||||
Asset impairment
|
70,149
|
|
|
44,186
|
|
|
61,286
|
|
|
81,607
|
|
|
16,335
|
|
|||||
Interest expense
|
1,295,020
|
|
|
1,174,074
|
|
|
1,112,391
|
|
|
1,091,861
|
|
|
1,099,884
|
|
|||||
Leasing expenses
|
287,950
|
|
|
446,487
|
|
|
537,752
|
|
|
582,530
|
|
|
522,413
|
|
|||||
Restructuring related expenses
|
—
|
|
|
—
|
|
|
14,605
|
|
|
53,389
|
|
|
58,913
|
|
|||||
Selling, general and administrative expenses
|
267,458
|
|
|
305,226
|
|
|
348,291
|
|
|
351,012
|
|
|
381,308
|
|
|||||
Total Expenses
|
3,596,698
|
|
|
3,649,047
|
|
|
3,801,621
|
|
|
3,951,735
|
|
|
3,921,856
|
|
|||||
Income before income taxes and income of investments accounted for under the equity method
|
1,340,642
|
|
|
1,150,933
|
|
|
1,235,872
|
|
|
1,200,396
|
|
|
1,365,699
|
|
|||||
Provision for income taxes
|
(167,714
|
)
|
|
(144,079
|
)
|
|
(164,718
|
)
|
|
(173,496
|
)
|
|
(189,805
|
)
|
|||||
Equity in net earnings of investments accounted for under the equity method
|
(6,151
|
)
|
|
10,643
|
|
|
9,199
|
|
|
12,616
|
|
|
1,278
|
|
|||||
Net income
|
$
|
1,166,777
|
|
|
$
|
1,017,497
|
|
|
$
|
1,080,353
|
|
|
$
|
1,039,516
|
|
|
$
|
1,177,172
|
|
Net (income) loss attributable to non-controlling interest
|
(21,083
|
)
|
|
(1,865
|
)
|
|
(4,202
|
)
|
|
7,114
|
|
|
1,558
|
|
|||||
Net income attributable to AerCap Holdings N.V.
|
$
|
1,145,694
|
|
|
$
|
1,015,632
|
|
|
$
|
1,076,151
|
|
|
$
|
1,046,630
|
|
|
$
|
1,178,730
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
8.51
|
|
|
$
|
7.00
|
|
|
$
|
6.68
|
|
|
$
|
5.64
|
|
|
$
|
5.78
|
|
Diluted earnings per share
|
$
|
8.43
|
|
|
$
|
6.83
|
|
|
$
|
6.43
|
|
|
$
|
5.52
|
|
|
$
|
5.72
|
|
•
|
forfeiting deposits and progress payments to manufacturers and having to pay certain significant costs related to these commitments such as actual damages and legal, accounting and financial advisory expenses;
|
•
|
defaulting on our lease commitments, which could result in monetary damages and strained relationships with lessees;
|
•
|
failing to realize the benefits of purchasing and leasing such aircraft; and
|
•
|
risking harm to our business reputation, which would make it more difficult to purchase and lease aircraft in the future on agreeable terms, if at all.
|
•
|
requires a substantial portion of our cash flows from operations to be dedicated to interest and principal payments and therefore not available to fund our operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
|
•
|
restricts the ability of some of our subsidiaries and joint ventures to make distributions to us;
|
•
|
may impair our ability to obtain additional financing on favorable terms or at all in the future;
|
•
|
may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
|
•
|
may make us more vulnerable to downturns in our business, our industry or the economy in general.
|
•
|
incur additional indebtedness;
|
•
|
create liens on assets;
|
•
|
sell certain assets;
|
•
|
make certain investments, loans, guarantees or advances;
|
•
|
declare or pay certain dividends and distributions;
|
•
|
make certain acquisitions;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into transactions with our affiliates;
|
•
|
change the business conducted by the borrowers and their respective subsidiaries;
|
•
|
enter into a securitization transaction unless certain conditions are met; and
|
•
|
access cash in restricted bank accounts.
|
•
|
passenger and air cargo demand;
|
•
|
fuel costs, inflation and general economic conditions;
|
•
|
geopolitical events, including war, prolonged armed conflict and acts of terrorism;
|
•
|
epidemics and natural disasters;
|
•
|
governmental regulation, including regulation of trade, such as the imposition of import and export controls, tariffs and other trade barriers;
|
•
|
interest rates;
|
•
|
the availability and cost of financing;
|
•
|
airline restructurings and bankruptcies;
|
•
|
manufacturer production levels and technological innovation;
|
•
|
manufacturers merging, entering or exiting the industry;
|
•
|
retirement and obsolescence of aircraft models;
|
•
|
increases in production rates from manufacturers;
|
•
|
reintroduction into service of aircraft previously in storage; and
|
•
|
airport and air traffic control infrastructure constraints.
|
•
|
the particular maintenance, operating history and documentary records of the aircraft;
|
•
|
the geographical area where the aircraft is based and operates;
|
•
|
the number of operators using a particular type of aircraft;
|
•
|
the regulatory authority under which the aircraft is operated;
|
•
|
whether the aircraft is subject to a lease and, if so, whether the lease terms are favorable to the lessor;
|
•
|
the age of the aircraft;
|
•
|
any renegotiation of a lease on less favorable terms;
|
•
|
the negotiability of clear title free from mechanic’s liens and encumbrances;
|
•
|
any regulatory and legal requirements that must be satisfied before the aircraft can be purchased, sold or re-leased;
|
•
|
decrease in the creditworthiness of lessees;
|
•
|
compatibility of aircraft configurations or specifications with other aircraft owned by operators of that type;
|
•
|
comparative value based on newly manufactured competitive aircraft; and
|
•
|
the availability of spare parts.
|
•
|
missed or late delivery of aircraft and engines ordered by us and an inability to meet our contractual obligations to our customers, resulting in lost or delayed revenues, lower growth rates and strained customer relationships;
|
•
|
an inability to acquire aircraft and engines and related components on terms that will allow us to lease those aircraft and engines to customers at a profit, resulting in lower growth rates or a contraction in our aircraft portfolio;
|
•
|
a market environment with too many aircraft and engines available, creating downward pressure on demand for the aircraft and engines in our fleet and reduced market lease rates and sale prices;
|
•
|
reduced demand for a particular manufacturer's aircraft as a result of poor customer support or reputational damage to such manufacturer, thereby reducing the demand for those aircraft or engines in our fleet and reduced market lease rates and residual aircraft values for those aircraft and engines;
|
•
|
a reduction in our competitiveness due to deep discounting by the aircraft or engine manufacturers, which may lead to reduced market lease rates and aircraft values and may affect our ability to remarket for lease or sell at a profit, some of the aircraft in our fleet; and
|
•
|
technical or other difficulties with aircraft or engines after delivery that subject aircraft to operating restrictions or groundings, resulting in a decline in value and lease rates of such aircraft and reducing our ability to lease or dispose of such aircraft on favorable terms.
|
•
|
airlines;
|
•
|
aircraft manufacturers;
|
•
|
financial institutions, including those seeking to dispose of repossessed aircraft at distressed prices;
|
•
|
aircraft brokers;
|
•
|
public and private partnerships, investors and funds with excess capital to invest in aircraft and engines; and
|
•
|
emerging aircraft leasing companies that we do not currently consider our major competitors.
|
•
|
passenger air travel and air cargo demand;
|
•
|
competition;
|
•
|
economic conditions, inflation and currency fluctuations in the countries and regions in which a lessee operates;
|
•
|
price and availability of jet fuel;
|
•
|
availability and cost of financing;
|
•
|
fare levels;
|
•
|
geopolitical and other events, including war, acts of terrorism, outbreaks of epidemic diseases and natural disasters;
|
•
|
increases in operating costs, including labor costs and other general economic conditions affecting our lessees’ operations;
|
•
|
labor difficulties;
|
•
|
the availability of financial or other governmental support extended to a lessee; and
|
•
|
governmental regulation and associated fees affecting the air transportation business, including restrictions on carbon emissions and other environmental regulations, and fly-over restrictions imposed by route authorities.
|
•
|
higher costs to the airlines due to the increased security measures;
|
•
|
decreased passenger demand and revenue due to the inconvenience of additional security measures or concerns about the safety of flying;
|
•
|
the imposition of “no-fly zone” or other restrictions on commercial airline traffic in certain regions;
|
•
|
uncertainty of the price and availability of jet fuel and the cost and practicability of obtaining fuel hedges;
|
•
|
higher financing costs and difficulty in raising the desired amount of proceeds on favorable terms, if at all;
|
•
|
significantly higher costs of aviation insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, or the unavailability of certain types of insurance;
|
•
|
inability of airlines to reduce their operating costs and conserve financial resources, taking into account the increased costs incurred as a consequence of such events;
|
•
|
special charges recognized by some operators, such as those related to the impairment of aircraft and engines and other long-lived assets stemming from the grounding of aircraft as a result of terrorist attacks, economic conditions and airline reorganizations; and
|
•
|
an airline becoming insolvent and/or ceasing operations.
|
•
|
general political and economic instability in international markets;
|
•
|
limitations on the repatriation of our assets;
|
•
|
expropriation of our international assets; and
|
•
|
different liability standards and legal systems that may be less developed and less predictable than those in advanced economies.
|
•
|
A statement in the preamble to the treaty, confirming that the treaty may not be used for treaty-shopping purposes.
|
•
|
Inclusion of a principal purpose test (“PPT”), which disallows treaty benefits where the main purpose or one of the main purposes of structuring the transaction is to obtain the benefits of the treaty. Given the subjectivity of the PPT, there is a risk that each counterparty jurisdiction will interpret it differently, which creates uncertainty in its application to leasing and other arrangements. Until such time as countries develop guidance on how the test will be applied, it will be difficult to determine its effect on us. However, the MLI will likely make it more challenging for intermediary lessors to claim treaty benefits (including any intermediary lessors forming part of the transaction), though this will ultimately depend on local interpretation and practice. For certain other lessee jurisdictions, the MLI may strengthen the jurisdiction’s existing anti-avoidance and/or beneficial ownership provisions or result in an increased threshold for claiming treaty benefits.
|
Item 4.
|
Information on the Company
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. Dollars in thousands)
|
||||||||||
Purchase of flight equipment
|
$
|
3,359,092
|
|
|
$
|
4,036,194
|
|
|
$
|
3,956,671
|
|
Prepayments on flight equipment
|
1,369,400
|
|
|
1,912,215
|
|
|
1,268,585
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
2017
|
|
Total
|
||||
Owned portfolio
|
|
|
|
|
|
|
|
||||
New leases on new aircraft
|
54
|
|
|
115
|
|
|
59
|
|
|
228
|
|
New leases on used aircraft
|
37
|
|
|
43
|
|
|
51
|
|
|
131
|
|
Extensions of lease contracts
|
92
|
|
|
85
|
|
|
105
|
|
|
282
|
|
Aircraft purchases
|
65
|
|
|
76
|
|
|
58
|
|
|
199
|
|
Aircraft sales and part-outs
|
88
|
|
|
91
|
|
|
99
|
|
|
278
|
|
Managed portfolio
|
|
|
|
|
|
|
|
||||
New leases on used aircraft
|
5
|
|
|
5
|
|
|
4
|
|
|
14
|
|
Extensions of lease contracts
|
4
|
|
|
9
|
|
|
11
|
|
|
24
|
|
Aircraft sales and part-outs
|
8
|
|
|
12
|
|
|
15
|
|
|
35
|
|
Total aircraft transactions
|
353
|
|
|
436
|
|
|
402
|
|
|
1,191
|
|
Aircraft type
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
|
2027
|
|
2028
|
|
2029
|
|
Thereafter
|
|
Total
|
||||||||||||
Airbus A320 Family
|
|
28
|
|
|
40
|
|
|
33
|
|
|
42
|
|
|
41
|
|
|
32
|
|
|
18
|
|
|
11
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
262
|
|
Airbus A320neo Family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
9
|
|
|
27
|
|
|
98
|
|
|
138
|
|
Airbus A330
|
|
3
|
|
|
3
|
|
|
12
|
|
|
7
|
|
|
12
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
49
|
|
Airbus A350
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
7
|
|
|
12
|
|
|
27
|
|
Boeing 737NG
|
|
10
|
|
|
20
|
|
|
13
|
|
|
20
|
|
|
34
|
|
|
26
|
|
|
38
|
|
|
26
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
196
|
|
Boeing 737 MAX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Boeing 767
|
|
7
|
|
|
7
|
|
|
3
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
Boeing 777-200ER
|
|
1
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Boeing 777-300/300ER
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
Boeing 787
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|
9
|
|
|
12
|
|
|
6
|
|
|
18
|
|
|
27
|
|
|
88
|
|
Embraer E190/195-E2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
9
|
|
Other
|
|
5
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
Total (a) (b)
|
|
55
|
|
|
79
|
|
|
66
|
|
|
79
|
|
|
102
|
|
|
77
|
|
|
73
|
|
|
63
|
|
|
48
|
|
|
53
|
|
|
146
|
|
|
841
|
|
|
(a)
|
Includes aircraft that have been re-leased or for which the lease has been extended as of December 31, 2019. As of March 3, 2020, 48 of the 55 aircraft with leases expiring in 2020 have been re-leased, have had leases extended, or have been designated for sale or part-out.
|
(b)
|
Includes two aircraft that were off-lease and under commitment for re-lease as of December 31, 2019.
|
Lessee
|
|
Percentage of 2019 lease revenue
|
|
China Southern Airlines
|
|
7.7
|
%
|
American Airlines
|
|
6.9
|
%
|
LATAM Airlines
|
|
4.5
|
%
|
Air France
|
|
4.1
|
%
|
Norwegian Airlines
|
|
3.4
|
%
|
Total
|
|
26.6
|
%
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Asia/Pacific/Russia
|
38
|
%
|
|
36
|
%
|
|
35
|
%
|
Europe
|
28
|
%
|
|
30
|
%
|
|
31
|
%
|
United States/Canada/Caribbean
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
Latin America
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
Africa/Middle East
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
remarketing aircraft for lease or sale;
|
•
|
collecting rental and supplemental maintenance rent payments, monitoring aircraft maintenance, monitoring and enforcing contract compliance and accepting delivery and redelivery of aircraft;
|
•
|
conducting ongoing lessee financial performance reviews;
|
•
|
periodically inspecting the leased aircraft;
|
•
|
coordinating technical modifications to aircraft to meet new lessee requirements;
|
•
|
conducting restructuring negotiations in connection with lease defaults;
|
•
|
repossessing aircraft;
|
•
|
arranging and monitoring insurance coverage;
|
•
|
registering and de-registering aircraft;
|
•
|
arranging for aircraft and aircraft engine valuations; and
|
•
|
providing market research.
|
•
|
purchasing aircraft directly from manufacturers;
|
•
|
entering into purchase and leaseback transactions with airlines;
|
•
|
using our global customer relationships to obtain favorable lease terms for aircraft and maximizing aircraft utilization;
|
•
|
maintaining diverse sources of global funding;
|
•
|
optimizing our portfolio by selling aircraft; and
|
•
|
providing management services to securitization vehicles, our joint ventures and other aircraft owners at limited incremental cost to us.
|
Aircraft type
|
|
Number of
owned aircraft |
|
Percentage of
total net book value |
|
Number of
managed aircraft |
|
Number of on
order aircraft (a) |
|
Total owned,
managed and on order aircraft |
|||||
Airbus A320 Family
|
|
286
|
|
|
14
|
%
|
|
39
|
|
|
—
|
|
|
325
|
|
Airbus A320neo Family
|
|
138
|
|
|
18
|
%
|
|
—
|
|
|
137
|
|
|
275
|
|
Airbus A330
|
|
60
|
|
|
7
|
%
|
|
11
|
|
|
—
|
|
|
71
|
|
Airbus A350
|
|
27
|
|
|
10
|
%
|
|
—
|
|
|
—
|
|
|
27
|
|
Boeing 737NG
|
|
238
|
|
|
16
|
%
|
|
39
|
|
|
—
|
|
|
277
|
|
Boeing 737 MAX
|
|
5
|
|
|
1
|
%
|
|
—
|
|
|
95
|
|
|
100
|
|
Boeing 767
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
Boeing 777-200ER
|
|
17
|
|
|
1
|
%
|
|
4
|
|
|
—
|
|
|
21
|
|
Boeing 777-300/300ER
|
|
22
|
|
|
4
|
%
|
|
2
|
|
|
—
|
|
|
24
|
|
Boeing 787
|
|
88
|
|
|
28
|
%
|
|
1
|
|
|
26
|
|
|
115
|
|
Embraer E190/195-E2
|
|
9
|
|
|
1
|
%
|
|
—
|
|
|
41
|
|
|
50
|
|
Other
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
Total
|
|
939
|
|
|
100
|
%
|
|
96
|
|
|
299
|
|
|
1,334
|
|
|
|
|
As of December 31,
|
|||||||||||||
Aircraft type
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
Airbus A320 Family
|
|
14
|
%
|
|
16
|
%
|
|
21
|
%
|
|
25
|
%
|
|
29
|
%
|
Airbus A320neo Family
|
|
18
|
%
|
|
14
|
%
|
|
7
|
%
|
|
2
|
%
|
|
—
|
|
Airbus A330
|
|
7
|
%
|
|
9
|
%
|
|
11
|
%
|
|
14
|
%
|
|
15
|
%
|
Airbus A350
|
|
10
|
%
|
|
10
|
%
|
|
7
|
%
|
|
5
|
%
|
|
1
|
%
|
Boeing 737NG
|
|
16
|
%
|
|
19
|
%
|
|
22
|
%
|
|
25
|
%
|
|
28
|
%
|
Boeing 737 MAX
|
|
1
|
%
|
|
1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Boeing 767
|
|
—
|
|
|
—
|
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Boeing 777-200ER
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
|
3
|
%
|
|
5
|
%
|
Boeing 777-300/300ER
|
|
4
|
%
|
|
5
|
%
|
|
6
|
%
|
|
8
|
%
|
|
8
|
%
|
Boeing 787
|
|
28
|
%
|
|
25
|
%
|
|
22
|
%
|
|
16
|
%
|
|
11
|
%
|
Embraer E190/195-E2
|
|
1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
—
|
|
|
—
|
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Held for operating leases
|
|
Net investment in finance and sales-type leases
|
|
Held for sale
|
|
Total owned aircraft
|
||||
Number of owned aircraft at beginning of period
|
884
|
|
|
71
|
|
|
7
|
|
|
962
|
|
Aircraft purchases
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
Aircraft reclassified to held for sale
|
(66
|
)
|
|
—
|
|
|
66
|
|
|
—
|
|
Aircraft sold or designated for part-out
|
(25
|
)
|
|
(4
|
)
|
|
(59
|
)
|
|
(88
|
)
|
Aircraft reclassified to net investment in finance and sales-type leases
|
(10
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
Number of owned aircraft at end of period
|
848
|
|
|
77
|
|
|
14
|
|
|
939
|
|
Aircraft type
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|||||||
Airbus A320neo Family (a)
|
|
37
|
|
|
43
|
|
|
32
|
|
|
25
|
|
|
25
|
|
|
25
|
|
|
187
|
|
Boeing 737 MAX (b)
|
|
4
|
|
|
26
|
|
|
16
|
|
|
17
|
|
|
17
|
|
|
15
|
|
|
95
|
|
Boeing 787
|
|
3
|
|
|
7
|
|
|
4
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
26
|
|
Embraer E190/195-E2
|
|
21
|
|
|
16
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Total
|
|
65
|
|
|
92
|
|
|
56
|
|
|
51
|
|
|
45
|
|
|
40
|
|
|
349
|
|
|
(a)
|
In February 2020, we exercised an option to purchase an additional 50 Airbus A320neo Family aircraft from Airbus, with deliveries beginning in 2024.
|
Item 4A.
|
Unresolved Staff Comments
|
Item 5.
|
Operating and Financial Review and Prospects
|
•
|
AerCap was upgraded to BBB rating by S&P Global Ratings and placed on Positive Outlook by Moody’s.
|
•
|
AerCap completed purchases of 65 new technology aircraft for approximately $4.6 billion.
|
•
|
AerCap completed sales of 88 owned aircraft, with an average age of 15 years, for aggregate proceeds of approximately $2.1 billion.
|
•
|
AerCap executed a total of 353 aircraft transactions, including 79 widebody aircraft transactions.
|
•
|
AerCap delivered its first Embraer E195-E2 to a Brazilian carrier, Azul Airlines, making Azul Airlines the first operator of the Embraer E195-E2.
|
•
|
AerCap announced an agreement to sell a 19-aircraft portfolio to Dara Aviation, a vehicle established by NCB Capital. This was the second portfolio acquired from AerCap by NCB Capital, which purchased 21 aircraft from us in 2017.
|
•
|
AerCap raised approximately $9.5 billion of financing, including bank debt, revolving credit facilities and note issuances in the capital markets.
|
•
|
AerCap’s Board of Directors approved share repurchase programs for an aggregate $600 million and AerCap repurchased an aggregate of 12.0 million ordinary shares for approximately $607.3 million under share repurchase programs authorized in 2019 and 2018.
|
•
|
the contracted lease rate, which is highly dependent on the age, condition and type of the leased aircraft;
|
•
|
for leases with rates tied to floating interest rates, interest rates during the term of the lease;
|
•
|
the number of aircraft currently subject to lease contracts;
|
•
|
the lessee’s performance of its lease obligations; and
|
•
|
the amount of EOL compensation payments we receive, maintenance revenue recognized during the lease and accrued maintenance liabilities recognized as revenue at the end of a lease.
|
•
|
the number, type, age and condition of the aircraft we own;
|
•
|
aviation industry market conditions, including general economic and political conditions;
|
•
|
the demand for our aircraft and the resulting lease rates we are able to obtain for our aircraft;
|
•
|
the availability and cost of debt capital to finance purchases of aircraft;
|
•
|
the purchase price we pay for our aircraft;
|
•
|
the number, type and sale price of aircraft, or parts in the event of a part-out of an aircraft, we sell in a period;
|
•
|
the ability of our lessees to meet their lease obligations and maintain our aircraft in airworthy and marketable condition;
|
•
|
the utilization rate of our aircraft;
|
•
|
the recognition of non-cash share-based compensation expense related to the issuance of restricted stock units or restricted stock;
|
•
|
our expectations of future maintenance reimbursements and lessee maintenance contributions;
|
•
|
interest rates, which affect our aircraft lease revenues, our interest expense and the market value of our interest rate derivatives; and
|
•
|
our ability to fund our business.
|
|
Year Ended
December 31,
|
|
$ Increase/ (Decrease)
|
|
% Increase/ (Decrease)
|
|||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||
|
(U.S. Dollars in thousands)
|
|
|
|||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
|||||||
Lease revenue:
|
|
|
|
|
|
|
|
|||||||
Basic lease rents
|
$
|
4,281,260
|
|
|
$
|
4,145,552
|
|
|
$
|
135,708
|
|
|
3
|
%
|
Maintenance rents and other receipts
|
401,006
|
|
|
391,541
|
|
|
9,465
|
|
|
2
|
%
|
|||
Lease revenue
|
4,682,266
|
|
|
4,537,093
|
|
|
145,173
|
|
|
3
|
%
|
|||
Net gain on sale of assets
|
188,835
|
|
|
201,323
|
|
|
(12,488
|
)
|
|
(6
|
)%
|
|||
Other income
|
66,239
|
|
|
61,564
|
|
|
4,675
|
|
|
8
|
%
|
|||
Total Revenues and other income
|
4,937,340
|
|
|
4,799,980
|
|
|
137,360
|
|
|
3
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
1,676,121
|
|
|
1,679,074
|
|
|
(2,953
|
)
|
|
—
|
%
|
|||
Asset impairment
|
70,149
|
|
|
44,186
|
|
|
25,963
|
|
|
59
|
%
|
|||
Interest expense
|
1,295,020
|
|
|
1,174,074
|
|
|
120,946
|
|
|
10
|
%
|
|||
Leasing expenses
|
287,950
|
|
|
446,487
|
|
|
(158,537
|
)
|
|
(36
|
)%
|
|||
Selling, general and administrative expenses
|
267,458
|
|
|
305,226
|
|
|
(37,768
|
)
|
|
(12
|
)%
|
|||
Total Expenses
|
3,596,698
|
|
|
3,649,047
|
|
|
(52,349
|
)
|
|
(1
|
)%
|
|||
Income before income taxes and income of investments accounted for under the equity method
|
1,340,642
|
|
|
1,150,933
|
|
|
189,709
|
|
|
16
|
%
|
|||
Provision for income taxes
|
(167,714
|
)
|
|
(144,079
|
)
|
|
(23,635
|
)
|
|
16
|
%
|
|||
Equity in net earnings of investments accounted for under the equity method
|
(6,151
|
)
|
|
10,643
|
|
|
(16,794
|
)
|
|
(158
|
)%
|
|||
Net income
|
$
|
1,166,777
|
|
|
$
|
1,017,497
|
|
|
$
|
149,280
|
|
|
15
|
%
|
Net income attributable to non-controlling interest
|
(21,083
|
)
|
|
(1,865
|
)
|
|
(19,218
|
)
|
|
1030
|
%
|
|||
Net income attributable to AerCap Holdings N.V.
|
$
|
1,145,694
|
|
|
$
|
1,015,632
|
|
|
$
|
130,062
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
8.43
|
|
|
$
|
6.83
|
|
|
$
|
1.60
|
|
|
23
|
%
|
•
|
the acquisition of 141 aircraft between January 1, 2018 and December 31, 2019, with an aggregate net book value of $10.5 billion on their respective acquisition dates, resulting in an increase in basic lease rents of $539.0 million,
|
•
|
the sale of 179 aircraft between January 1, 2018 and December 31, 2019 with an aggregate net book value of $3.8 billion on their respective sale dates, resulting in a decrease in basic lease rents of $293.4 million; and
|
•
|
a decrease in basic lease rents of $109.9 million primarily due to re-leases and extensions at lower rates. The accounting for the extensions requires the remaining rental payments to be recorded on a straight-line basis over the remaining term of the original lease plus the extension period.
|
•
|
an increase of $47.4 million primarily due to higher EOL and other compensation received partially offset by lower recurring revenue due to one-time adjustments related to lease extensions,
|
•
|
a decrease of $37.9 million from fewer early lease terminations during the year ended December 31, 2019 as compared to the year ended December 31, 2018.
|
•
|
an increase in the average cost of debt to 4.2% for the year ended December 31, 2019 as compared to 4.1% for the year ended December 31, 2018. The average cost of debt excludes the effect of mark-to-market movements on interest rate caps. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures” for further information on the average cost of debt. The increase in the average cost of debt was primarily due to the issuance of new longer-term bonds to replace shorter-term notes assumed as part of the ILFC Transaction, which had lower reported interest expense as a result of the application of the acquisition method of accounting to the debt. The increase in the average cost of debt resulted in a $43.0 million increase in interest expense,
|
•
|
a $1.0 billion increase in the average outstanding debt balance to $29.9 billion during the year ended December 31, 2019 from $28.9 billion during the year ended December 31, 2018, resulting in a $43.0 million increase in interest expense; and
|
•
|
a $34.9 million increase in interest expense attributable to an increase in mark-to-market losses on interest rate caps. For the year ended December 31, 2019, we recognized a loss of $29.7 million related to mark-to-market movements on interest rate caps, compared to a corresponding gain of $5.2 million recognized during the year ended December 31, 2018.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. Dollars in millions)
|
||||||
Net cash provided by operating activities
|
$
|
3,105.7
|
|
|
$
|
2,840.4
|
|
Net cash used in investing activities
|
(2,954.7
|
)
|
|
(4,052.6
|
)
|
||
Net cash (used in) provided by financing activities
|
(265.0
|
)
|
|
600.4
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Unsecured debt facilities
|
$
|
2,650.0
|
|
|
$
|
3,550.0
|
|
|
$
|
4,254.0
|
|
|
$
|
1,870.0
|
|
|
$
|
1,650.0
|
|
|
$
|
3,450.0
|
|
|
$
|
17,424.0
|
|
Secured debt facilities
|
804.3
|
|
|
900.4
|
|
|
2,605.8
|
|
|
1,662.9
|
|
|
1,360.2
|
|
|
2,473.1
|
|
|
9,806.7
|
|
|||||||
Subordinated debt facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,297.5
|
|
|
2,297.5
|
|
|||||||
Estimated interest payments (a)
|
1,266.1
|
|
|
1,039.5
|
|
|
826.1
|
|
|
550.8
|
|
|
416.7
|
|
|
5,299.7
|
|
|
9,398.9
|
|
|||||||
Purchase obligations (b) (c)
|
3,470.5
|
|
|
4,351.8
|
|
|
2,992.1
|
|
|
2,651.2
|
|
|
1,807.1
|
|
|
1,270.8
|
|
|
16,543.5
|
|
|||||||
Operating leases (d)
|
9.1
|
|
|
8.3
|
|
|
8.4
|
|
|
8.5
|
|
|
6.4
|
|
|
27.7
|
|
|
68.4
|
|
|||||||
Total
|
$
|
8,200.0
|
|
|
$
|
9,850.0
|
|
|
$
|
10,686.4
|
|
|
$
|
6,743.4
|
|
|
$
|
5,240.4
|
|
|
$
|
14,818.8
|
|
|
$
|
55,539.0
|
|
|
(a)
|
Estimated interest payments for floating rate debt are based on rates as of December 31, 2019. Estimated interest payments include the estimated impact of our interest rate swap agreements.
|
(b)
|
As of December 31, 2019, we had commitments to purchase 297 aircraft and two purchase and leaseback transactions. In February 2020, we exercised an option to purchase an additional 50 Airbus A320neo Family aircraft from Airbus, with deliveries beginning in 2024. These commitments are included in the table above. The timing of payments is based on our estimates of expected delivery dates. See Note 27—Commitments and contingencies to our Consolidated Financial Statements included in this annual report for further details on our purchase obligations.
|
(c)
|
In February 2020, we entered into an agreement with Boeing to reschedule the delivery positions of a portion of our Boeing 737 MAX aircraft on order to later dates. These revised delivery positions are reflected in the table above. The delivery positions of our Boeing 737 MAX aircraft are based on our best estimates and incorporate the information currently available to us. Our estimates may be different from the actual delivery dates, and will depend on when the Boeing 737 MAX returns to service and the speed at which Boeing is able to deliver our aircraft on order to us.
|
(d)
|
Represents contractual payments on our office and facility leases. See Note 16—Leases to our Consolidated Financial Statements included in this annual report for further details on our operating lease obligations.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. Dollars in millions,
except share and per share data)
|
||||||
Total AerCap Holdings N.V. shareholders’ equity
|
$
|
9,314.9
|
|
|
$
|
8,828.0
|
|
|
|
|
|
||||
Ordinary shares issued
|
141,847,345
|
|
|
151,847,345
|
|
||
Treasury shares
|
(10,263,856
|
)
|
|
(9,172,681
|
)
|
||
Ordinary shares outstanding
|
131,583,489
|
|
|
142,674,664
|
|
||
Shares of unvested restricted stock
|
(2,354,318
|
)
|
|
(2,429,442
|
)
|
||
Ordinary shares outstanding, excluding shares of unvested restricted stock
|
129,229,171
|
|
|
140,245,222
|
|
||
|
|
|
|
||||
Book value per ordinary share outstanding, excluding shares of unvested restricted stock
|
$
|
72.08
|
|
|
$
|
62.95
|
|
|
Year Ended December 31,
|
|
Percentage
Difference |
|||||||
|
2019
|
|
2018
|
|
||||||
|
(U.S. Dollars in millions)
|
|
|
|||||||
Basic lease rents
|
$
|
4,281.3
|
|
|
$
|
4,145.6
|
|
|
3
|
%
|
Interest expense
|
1,295.0
|
|
|
1,174.1
|
|
|
10
|
%
|
||
Adjusted for:
|
|
|
|
|
|
|||||
Mark-to-market of interest rate caps
|
(29.7
|
)
|
|
5.2
|
|
|
NA
|
|
||
Interest expense excluding mark-to-market on interest rate caps
|
1,265.3
|
|
|
1,179.3
|
|
|
7
|
%
|
||
Net interest margin
|
$
|
3,016.0
|
|
|
$
|
2,966.3
|
|
|
2
|
%
|
Depreciation and amortization, including maintenance rights expense
|
(1,752.7
|
)
|
|
(1,836.8
|
)
|
|
(5
|
)%
|
||
Net interest margin less depreciation and amortization
|
$
|
1,263.3
|
|
|
$
|
1,129.5
|
|
|
12
|
%
|
|
|
|
|
|
|
|||||
Average lease assets
|
$
|
37,590
|
|
|
$
|
35,369
|
|
|
6
|
%
|
|
|
|
|
|
|
|||||
Annualized net spread
|
8.0
|
%
|
|
8.4
|
%
|
|
|
|||
Annualized net spread less depreciation and amortization
|
3.4
|
%
|
|
3.2
|
%
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(U.S. Dollars in millions
except debt/equity ratio) |
||||||
Debt
|
$
|
29,486
|
|
|
$
|
29,508
|
|
Adjusted for:
|
|
|
|
||||
Cash and cash equivalents
|
(1,121
|
)
|
|
(1,204
|
)
|
||
50% credit for long-term subordinated debt
|
(1,125
|
)
|
|
(750
|
)
|
||
Adjusted debt
|
$
|
27,240
|
|
|
$
|
27,554
|
|
|
|
|
|
||||
Equity
|
$
|
9,382
|
|
|
$
|
8,881
|
|
Adjusted for:
|
|
|
|
||||
50% credit for long-term subordinated debt
|
1,125
|
|
|
750
|
|
||
Adjusted equity
|
$
|
10,507
|
|
|
$
|
9,631
|
|
|
|
|
|
||||
Adjusted debt/equity ratio
|
2.6 to 1
|
|
|
2.9 to 1
|
|
Item 6.
|
Directors, Senior Management and Employees
|
Name
|
|
Age
|
|
Position
|
|
Date of First
Appointment |
|
End Current
Term (a) |
Directors
|
|
|
|
|
|
|
|
|
Pieter Korteweg
|
|
78
|
|
Non-Executive Chairman of the Board of Directors
|
|
September 2006
|
|
2020 AGM
|
Aengus Kelly
|
|
46
|
|
Executive Director and Chief Executive Officer
|
|
May 2011
|
|
2023 AGM
|
Julian (Brad) Branch
|
|
65
|
|
Non-Executive Director
|
|
April 2018
|
|
2022 AGM
|
Stacey Cartwright
|
|
56
|
|
Non-Executive Director
|
|
April 2019
|
|
2023 AGM
|
Paul Dacier
|
|
62
|
|
Non-Executive Director and Vice Chairman
|
|
May 2010
|
|
2020 AGM
|
Rita Forst
|
|
64
|
|
Non-Executive Director
|
|
April 2019
|
|
2023 AGM
|
Richard (Michael) Gradon
|
|
60
|
|
Non-Executive Director
|
|
May 2010
|
|
2020 AGM
|
James (Jim) Lawrence
|
|
67
|
|
Non-Executive Director
|
|
May 2017
|
|
2021 AGM
|
Michael Walsh
|
|
53
|
|
Non-Executive Director
|
|
May 2017
|
|
2021 AGM
|
Robert (Bob) Warden
|
|
47
|
|
Non-Executive Director
|
|
July 2006
|
|
2020 AGM
|
Officers
|
|
|
|
|
|
|
|
|
Philip Scruggs
|
|
55
|
|
President and Chief Commercial Officer
|
|
|
|
|
Peter Juhas
|
|
48
|
|
Chief Financial Officer
|
|
|
|
|
Marnix den Heijer
|
|
47
|
|
Company Secretary
|
|
|
|
|
Peter Anderson
|
|
44
|
|
Head of EMEA
|
|
|
|
|
Brian Canniffe
|
|
47
|
|
Group Treasurer
|
|
|
|
|
Vincent Drouillard
|
|
44
|
|
General Counsel
|
|
|
|
|
Bashir Hajjar
|
|
52
|
|
Head of Americas
|
|
|
|
|
Emmanuel Herinckx
|
|
47
|
|
Head of Asia Pacific
|
|
|
|
|
Anton Joiner
|
|
49
|
|
Chief Risk Officer
|
|
|
|
|
Tom Kelly
|
|
56
|
|
Chief Executive Officer, AerCap Ireland Limited
|
|
|
|
|
Jorg Koletzki
|
|
52
|
|
Chief Information Officer
|
|
|
|
|
Bart Ligthart
|
|
38
|
|
Head of Trading and Portfolio Management
|
|
|
|
|
Theresa Murray
|
|
52
|
|
Head of Human Resources
|
|
|
|
|
Martin Olson
|
|
57
|
|
Head of OEM Relations
|
|
|
|
|
Joe Venuto
|
|
60
|
|
Chief Technical Officer
|
|
|
|
|
|
(a)
|
The term for each director ends at the Annual General Meeting of Shareholders (“AGM”) typically held in April or May of each year.
|
Compensation goal
|
|
How goal is accomplished
|
Attract and retain leading executive talent
|
|
• Design compensation elements to enable us to compete effectively for executive talent
|
|
|
• Selectively retain executives acquired through business transactions considering industry and functional knowledge, leadership abilities and fit with Company culture
|
|
|
• Perform market analysis to stay informed of compensation trends and practices
|
Align executive pay with shareholder interests
|
|
• Concentrate executive pay heavily in equity compensation
|
|
|
• Require robust equity ownership and retention
|
|
|
• Motivate senior executives with meaningful incentives to generate long-term returns
|
Pay for performance
|
|
• Pay annual bonuses based on performance against one-year budgeted target set by the Nomination and Compensation Committee
|
|
|
• Reward long-term growth and value creation
|
|
|
• Tie long-term incentive program awards to the achievement of multi-year EPS targets set by the Nomination and Compensation Committee
|
|
|
• Reward high performers with above-target pay when predetermined goals are exceeded
|
Manage risk
|
|
• Prohibit hedging of Company securities and pledging of AerCap equity prior to vesting
|
|
|
• Emphasize long-term performance by designing equity award opportunities to minimize short-term focus and influence on compensation payouts
|
|
|
• Subject the executive director’s incentive compensation to clawback provisions under Dutch law
|
|
2019 Granted
|
|
2019 Vested
|
||||
Aengus Kelly
|
32,274
|
|
(a)
|
|
571,455
|
|
(b)
|
Philip Scruggs
|
119,848
|
|
(c) (d)
|
|
—
|
|
|
Peter Juhas
|
5,180
|
|
(e)
|
|
238,627
|
|
(f)
|
Marnix den Heijer
|
—
|
|
|
|
12,452
|
|
(b)
|
|
(a)
|
Grant of 47,336 shares of restricted stock, of which 15,062 were withheld to pay taxes incurred by Mr. Kelly in connection with the grant.
|
(b)
|
Vesting of shares of restricted stock.
|
(c)
|
Grant of 172,607 shares of restricted stock, of which 63,865 shares were withheld to pay taxes incurred by Mr. Scruggs in connection with the grant. In addition, 11,106 restricted stock units were granted; payroll tax will be withheld and deducted from the shares to be delivered at vesting.
|
(d)
|
During 2019, 320,000 restricted stock units were converted to 201,600 shares of restricted stock. The remaining shares were withheld to pay taxes incurred by Mr. Scruggs in connection with the conversion.
|
(e)
|
Grant of restricted stock units; payroll tax will be withheld and deducted from the shares to be delivered at vesting.
|
(f)
|
Vesting of 238,627 restricted stock units of which 93,902 were withheld to pay taxes incurred by Mr. Juhas in connection with the vesting.
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|||||
Aengus Kelly
|
—
|
|
|
18,345
|
|
|
859,960
|
|
|
435,471
|
|
|
—
|
|
Philip Scruggs
|
328,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Peter Juhas
|
—
|
|
|
—
|
|
|
141,642
|
|
|
—
|
|
|
—
|
|
Marnix den Heijer
|
4,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Ordinary shares (unrestricted)
|
|
Restricted stock (a)
|
|
Restricted stock units (a) (b)
|
|
Ordinary shares underlying options (c)
|
|
Fully diluted ownership percentage (d)
|
|||||
Directors:
|
|
|
|
|
|
|
|
|
|
|||||
Pieter Korteweg (Chairman)
|
32,170
|
|
|
—
|
|
|
11,813
|
|
|
—
|
|
|
*
|
|
Aengus Kelly (e)
|
1,961,233
|
|
|
1,313,776
|
|
|
—
|
|
|
—
|
|
|
2.1
|
%
|
Julian (Brad) Branch
|
4,000
|
|
|
—
|
|
|
7,029
|
|
|
—
|
|
|
*
|
|
Stacey Cartwright
|
—
|
|
|
—
|
|
|
1,804
|
|
|
—
|
|
|
*
|
|
Paul Dacier
|
5,597
|
|
|
—
|
|
|
6,084
|
|
|
5,728
|
|
|
*
|
|
Rita Forst
|
—
|
|
|
—
|
|
|
1,804
|
|
|
—
|
|
|
*
|
|
Richard (Michael) Gradon
|
—
|
|
|
—
|
|
|
7,029
|
|
|
—
|
|
|
*
|
|
James (Jim) Lawrence
|
200,000
|
|
|
—
|
|
|
11,604
|
|
|
—
|
|
|
*
|
|
Michael Walsh
|
500
|
|
|
—
|
|
|
9,282
|
|
|
—
|
|
|
*
|
|
Robert (Bob) Warden
|
10,803
|
|
|
—
|
|
|
4,666
|
|
|
—
|
|
|
*
|
|
Total Directors
|
2,214,303
|
|
|
1,313,776
|
|
|
61,115
|
|
|
5,728
|
|
|
|
|
Group Executive Committee (GEC) Members:
|
|
|
|
|
|
|
|
|
|
|||||
Philip Scruggs
|
112,464
|
|
|
310,342
|
|
|
17,953
|
|
|
—
|
|
|
*
|
|
Peter Juhas
|
98,750
|
|
|
136,462
|
|
|
5,180
|
|
|
—
|
|
|
*
|
|
Marnix den Heijer
|
43,585
|
|
|
4,794
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Total Directors and GEC Members
|
2,469,102
|
|
|
1,765,374
|
|
|
84,248
|
|
|
5,728
|
|
|
|
|
|
(a)
|
All restricted stock and restricted stock units are subject to time-based or performance-based vesting conditions. Of these restricted stock and restricted stock units, subject to the vesting conditions, 34,386 will vest on April 30, 2020 (or the date of the AGM in 2020, whichever is the earlier), 214,301 will vest on May 31, 2020, 113,994 will vest on December 15, 2020, 5,647 will vest on January 1, 2021, 18,345 will vest on March 12, 2021, 15,239 will vest on April 30, 2021 (or, the date of the AGM in 2021, whichever is the earlier), 4,311 will vest on January 1, 2022, 23,035 will vest on March 11, 2022, 2,718 will vest on April 30, 2022 (or the date of the AGM in 2022, whichever is the earlier), 842,105 will vest on May 1, 2022 (or the date of the AGM in 2022, whichever is the earlier), 136,462 will vest on September 13, 2022, 3,608 will vest on January 1, 2023, 14,419 will vest on March 9, 2023 and 421,052 will vest on May 1, 2023 (or the date of the AGM in 2023, whichever is the earlier).
|
(b)
|
Payroll tax will be withheld and deducted from the shares to be delivered at the vesting of restricted stock units, as applicable.
|
(c)
|
1,774 of these options expire on December 31, 2020 and carry a strike price of $14.12 per option. 2,151 of these options expire on December 31, 2021 and carry a strike price of $11.29 per option. The remaining 1,803 options expire on December 31, 2022 and carry a strike price of $13.72 per option.
|
(d)
|
Percentage amount assumes the vesting and exercise of all time-based and performance-based equity awards at target in this table, and no vesting or exercise of any other equity awards.
|
(e)
|
Mr. Kelly is our Chief Executive Officer and an Executive Director of the Board.
|
|
|
As of December 31,
|
|||||||
Location
|
|
2019
|
|
2018
|
|
2017
|
|||
Dublin
|
|
206
|
|
|
207
|
|
|
205
|
|
Shannon
|
|
79
|
|
|
78
|
|
|
75
|
|
Los Angeles
|
|
48
|
|
|
46
|
|
|
54
|
|
Singapore
|
|
44
|
|
|
41
|
|
|
43
|
|
Other (a)
|
|
13
|
|
|
13
|
|
|
30
|
|
Total (b)
|
|
390
|
|
|
385
|
|
|
407
|
|
|
(a)
|
Includes employees located in the Netherlands, China, France, the United Kingdom, the United Arab Emirates and the United States other than Los Angeles.
|
(b)
|
Includes one, one and two part-time employees as of December 31, 2019, 2018 and 2017, respectively.
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
Item 8.
|
Financial Information
|
Item 9.
|
The Offer and Listing
|
Item 10.
|
Additional Information
|
•
|
the General Meeting of Shareholders has authorized our Board of Directors to acquire the ordinary shares, which authorization may be valid for no more than 18 months;
|
•
|
our equity, after deduction of the price of acquisition, is not less than the sum of the paid-in and called-up portion of the share capital and the reserves that the laws of the Netherlands or our articles of association require us to maintain; and
|
•
|
we would not hold after such purchase, or hold as pledgee, ordinary shares with an aggregate par value exceeding such part of our issued share capital as set by law from time to time.
|
•
|
capital reduction;
|
•
|
exclusion or restriction of preemptive rights, or designation of the Board of Directors as the authorized corporate body for this purpose; and
|
•
|
legal merger or legal demerger within the meaning of Title 7 of Book 2 of the Dutch Civil Code.
|
•
|
the sale or transfer of substantially all our business or assets;
|
•
|
the commencement or termination of certain major joint ventures and our participation as a general partner with full liability in a limited partnership (“commanditaire vennootschap”) or general partnership (“vennootschap onder firma”); and
|
•
|
the acquisition or disposal by us of a participating interest in a company’s share capital, the value of which amounts to at least one third of the value of our assets.
|
•
|
individual shareholders (that are not corporate shareholders) who are not tax resident in Ireland and who are resident for the purposes of tax in a Relevant Territory;
|
•
|
corporate shareholders resident for the purposes of tax in a Relevant Territory and which are not controlled (directly or indirectly) by Irish tax residents;
|
•
|
corporate shareholders that are not resident in Ireland for the purposes of tax, which are under the direct or indirect control of persons who are resident for the purposes of tax in a Relevant Territory and are not under the ultimate control of persons not resident in a Relevant Territory; or
|
•
|
corporate shareholders, that are not resident for tax purposes in Ireland, the principal class of shares of which (or of its 75% parent or where wholly owned by two or more companies, each such company) is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance (which includes the New York Stock Exchange),
|
Item 11.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Fair value
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Interest rate caps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average notional amounts
|
$
|
2,811.5
|
|
|
$
|
2,340.7
|
|
|
$
|
1,836.2
|
|
|
$
|
1,229.6
|
|
|
$
|
258.3
|
|
|
$
|
75.0
|
|
|
$
|
10.1
|
|
Weighted average strike rate
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Fair value
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average notional amounts
|
$
|
3,945.4
|
|
|
$
|
3,406.0
|
|
|
$
|
2,453.1
|
|
|
$
|
694.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(95.5
|
)
|
Weighted average pay rate
|
2.4
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Item 12.
|
Description of Securities Other than Equity Securities
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15.
|
Controls and Procedures
|
Item 16A.
|
Audit Committee Financial Expert
|
Item 16B.
|
Code of Ethics
|
Item 16C.
|
Principal Accountant Fees and Services
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
|
Number of ordinary shares purchased
|
|
Average price paid per ordinary share
|
|
Total number of ordinary shares purchased as part of our publicly announced program
|
|
Maximum dollar value of ordinary shares that may yet be purchased under the program
(U.S. Dollars in millions) (a) |
||||||
January 2019
|
2,044,932
|
|
|
$
|
44.02
|
|
|
2,044,932
|
|
|
$
|
42.6
|
|
February 2019
|
529,252
|
|
|
46.90
|
|
|
529,252
|
|
|
217.8
|
|
||
March 2019
|
513,720
|
|
|
43.43
|
|
|
513,720
|
|
|
195.5
|
|
||
April 2019
|
970,788
|
|
|
48.64
|
|
|
970,788
|
|
|
148.3
|
|
||
May 2019
|
1,607,513
|
|
|
48.35
|
|
|
1,607,513
|
|
|
70.6
|
|
||
June 2019
|
908,609
|
|
|
48.69
|
|
|
908,609
|
|
|
226.3
|
|
||
July 2019
|
750,158
|
|
|
50.97
|
|
|
750,158
|
|
|
188.1
|
|
||
August 2019
|
1,157,464
|
|
|
52.00
|
|
|
1,157,464
|
|
|
127.9
|
|
||
September 2019
|
103,175
|
|
|
53.15
|
|
|
103,175
|
|
|
122.4
|
|
||
October 2019
|
522,730
|
|
|
52.79
|
|
|
522,730
|
|
|
94.8
|
|
||
November 2019
|
310,177
|
|
|
59.41
|
|
|
310,177
|
|
|
276.4
|
|
||
December 2019
|
2,532,306
|
|
|
59.66
|
|
|
2,532,306
|
|
|
125.3
|
|
||
Total
|
11,950,824
|
|
|
$
|
50.82
|
|
|
11,950,824
|
|
|
$
|
125.3
|
|
|
(a)
|
For further details on our share repurchase programs, please refer to Note 17—Equity.
|
Item 16F.
|
Change in Registrant’s Certifying Accountant
|
Item 16G.
|
Corporate Governance
|
•
|
to a director, officer or substantial security holder of the Company (or their affiliates or entities in which they have a substantial interest) in excess of one percent of either the number of ordinary shares or the voting power outstanding before the issuance, with certain exceptions;
|
•
|
that will have voting power or number equal to or in excess of 20% of either the voting power or the number of shares, respectively, outstanding before the issuance, with certain exceptions; or
|
•
|
that will result in a change of control of the issuer.
|
•
|
NYSE rules require shareholder approval for changes to equity compensation plans, but under Dutch rules, shareholder approval is only required for changes to equity compensation plans for members of the Board of Directors;
|
•
|
under Dutch corporate governance rules, the audit and remuneration committees may not be chaired by the Chairman of the Board;
|
•
|
under Dutch rules, auditors must be appointed by the general meeting of shareholders, but NYSE rules require only that they be appointed by the audit committee;
|
•
|
both NYSE and Dutch rules require that a majority of the Board of Directors be independent, but the definition of independence under each set of rules is not identical. For example, Dutch rules require a longer “look-back” period for former directors; and
|
•
|
Dutch rules permit deviation from the rules if the deviations are explained in accordance with the rules, but NYSE rules do not allow such deviations.
|
Item 16H.
|
Mine Safety Disclosure
|
Item 17.
|
Financial Statements
|
Item 18.
|
Financial Statements
|
Item 19.
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
|
1.1
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
2.5
|
|
|
|
|
|
|
|
2.6
|
|
|
|
|
|
|
|
2.7
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
2.9
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
2.10
|
|
|
|
|
|
|
|
2.11
|
|
|
|
|
|
|
|
2.12
|
|
|
|
|
|
|
|
2.13
|
|
|
|
|
|
|
|
2.14
|
|
|
|
|
|
|
|
2.15
|
|
|
|
|
|
|
|
2.16
|
|
|
|
|
|
|
|
2.17
|
|
|
|
|
|
|
|
2.18
|
|
|
|
|
|
|
|
2.19
|
|
|
|
|
|
|
|
2.20
|
|
|
|
|
|
|
|
2.21
|
|
|
|
|
|
|
|
2.22
|
|
|
|
|
|
|
|
2.23
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
2.24
|
|
|
|
|
|
|
|
2.25
|
|
|
|
|
|
|
|
2.26
|
|
|
|
|
|
|
|
2.27
|
|
|
|
|
|
|
|
2.28
|
|
|
|
|
|
|
|
2.29
|
|
|
|
|
|
|
|
2.30
|
|
|
|
|
|
|
|
2.31
|
|
|
|
|
|
|
|
2.32
|
|
|
|
|
|
|
|
2.33
|
|
|
|
|
|
|
|
2.34
|
|
|
|
|
|
|
|
2.35
|
|
|
|
|
|
|
|
2.36
|
|
|
|
|
|
|
|
2.37
|
|
|
|
|
|
|
|
2.38
|
|
|
|
|
|
|
|
2.39
|
|
|
|
|
|
|
|
2.40
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
2.41
|
|
|
|
|
|
|
|
2.42
|
|
|
|
|
|
|
|
2.43
|
|
|
|
|
|
|
|
2.44
|
|
|
|
|
|
|
|
2.45
|
|
|
|
|
|
|
|
2.46
|
|
|
|
|
|
|
|
2.47
|
|
|
|
|
|
|
|
2.48
|
|
|
|
|
|
|
|
2.49
|
|
|
|
|
|
|
|
2.50
|
|
|
|
|
|
|
|
2.51
|
|
|
|
|
|
|
|
2.52
|
|
|
The Company agrees to furnish to the SEC upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries
|
|
|
|
|
2.53
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
8.1
|
|
|
|
|
|
|
|
12.1
|
|
|
|
|
|
|
|
12.2
|
|
|
|
|
|
|
|
13.1
|
|
|
|
|
|
|
|
15.1
|
|
|
|
|
|
|
|
15.2
|
|
|
|
|
|
|
|
101
|
|
|
The following financial information formatted in Inline Extensible Business Reporting Language (iXBRL):
|
|
|
(1) Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
|
|
(2) Consolidated Income Statements for the Years Ended December 31, 2019, 2018 and 2017
|
|
|
|
(3) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
|
|
|
|
(4) Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
|
|
|
|
(5) Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017
|
|
|
|
(6) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags
|
|
|
|
|
|
104
|
|
|
The cover page from the Company’s annual report on Form 20-F for the year ended December 31, 2019, formatted in Inline XBRL (included as Exhibit 101)
|
|
AERCAP HOLDINGS N.V.
|
|
|
By:
|
/s/ AENGUS KELLY
|
|
|
Aengus Kelly
Chief Executive Officer
|
AerCap Holdings N.V. Consolidated Financial Statements
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
Note
|
|
2019
|
|
2018
|
||||
|
|
|
(U.S. Dollars in thousands, except share data)
|
||||||
Assets
|
|
|
|
|
|
||||
Cash and cash equivalents
|
4
|
|
$
|
1,121,396
|
|
|
$
|
1,204,018
|
|
Restricted cash
|
4
|
|
178,951
|
|
|
211,017
|
|
||
Trade receivables
|
|
|
47,935
|
|
|
40,379
|
|
||
Flight equipment held for operating leases, net
|
5
|
|
35,870,781
|
|
|
35,052,335
|
|
||
Maintenance rights and lease premium, net
|
7
|
|
809,615
|
|
|
1,113,190
|
|
||
Flight equipment held for sale
|
8
|
|
336,592
|
|
|
184,129
|
|
||
Net investment in finance and sales-type leases
|
6
|
|
1,011,549
|
|
|
1,003,286
|
|
||
Prepayments on flight equipment
|
27
|
|
2,954,478
|
|
|
3,024,520
|
|
||
Other intangibles, net
|
7
|
|
307,394
|
|
|
328,570
|
|
||
Deferred income tax assets
|
15
|
|
95,077
|
|
|
138,281
|
|
||
Other assets
|
9
|
|
1,015,476
|
|
|
909,190
|
|
||
Total Assets
|
|
|
$
|
43,749,244
|
|
|
$
|
43,208,915
|
|
Liabilities and Equity
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
12
|
|
$
|
1,032,623
|
|
|
$
|
1,009,945
|
|
Accrued maintenance liability
|
13
|
|
2,190,159
|
|
|
2,237,494
|
|
||
Lessee deposit liability
|
|
|
747,790
|
|
|
768,677
|
|
||
Debt
|
14
|
|
29,486,131
|
|
|
29,507,587
|
|
||
Deferred income tax liabilities
|
15
|
|
910,336
|
|
|
804,598
|
|
||
Commitments and contingencies
|
27
|
|
|
|
|
|
|
||
Total Liabilities
|
|
|
34,367,039
|
|
|
34,328,301
|
|
||
Ordinary share capital, €0.01 par value, 350,000,000 ordinary shares authorized as of December 31, 2019 and 2018; 141,847,345 and 151,847,345 ordinary shares issued and 131,583,489 and 142,674,664 ordinary shares outstanding (including 2,354,318 and 2,429,442 shares of unvested restricted stock) as of December 31, 2019 and 2018, respectively
|
17, 24
|
|
1,754
|
|
|
1,866
|
|
||
Additional paid-in capital
|
|
|
2,209,462
|
|
|
2,712,417
|
|
||
Treasury shares, at cost (10,263,856 and 9,172,681 ordinary shares as of December 31, 2019 and 2018, respectively)
|
|
|
(537,341
|
)
|
|
(476,085
|
)
|
||
Accumulated other comprehensive loss
|
|
|
(93,587
|
)
|
|
(1,824
|
)
|
||
Accumulated retained earnings
|
|
|
7,734,609
|
|
|
6,591,674
|
|
||
Total AerCap Holdings N.V. shareholders’ equity
|
|
|
9,314,897
|
|
|
8,828,048
|
|
||
Non-controlling interest
|
|
|
67,308
|
|
|
52,566
|
|
||
Total Equity
|
|
|
9,382,205
|
|
|
8,880,614
|
|
||
Total Liabilities and Equity
|
|
|
$
|
43,749,244
|
|
|
$
|
43,208,915
|
|
|
|
|
|
|
|
||||
Supplemental balance sheet information—amounts related to assets and liabilities of consolidated VIEs for which creditors do not have recourse to our general credit:
|
|
|
|
|
|||||
Restricted cash
|
|
|
$
|
78,187
|
|
|
$
|
87,584
|
|
Flight equipment held for operating leases and held for sale
|
|
|
2,091,022
|
|
|
2,230,634
|
|
||
Other assets
|
|
|
64,908
|
|
|
82,995
|
|
||
|
|
|
|
|
|
||||
Accrued maintenance liability
|
|
|
$
|
42,603
|
|
|
$
|
44,073
|
|
Debt
|
|
|
1,395,022
|
|
|
1,497,144
|
|
||
Other liabilities
|
|
|
81,335
|
|
|
89,598
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Note
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(U.S. Dollars in thousands, except share and per share data)
|
||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
||||||
Lease revenue:
|
|
|
|
|
|
|
|
|
|
|
|||
Basic lease rents
|
19, 22
|
|
$
|
4,281,260
|
|
|
$
|
4,145,552
|
|
|
$
|
4,194,224
|
|
Maintenance rents and other receipts
|
|
|
401,006
|
|
|
391,541
|
|
|
519,578
|
|
|||
Lease revenue
|
|
|
4,682,266
|
|
|
4,537,093
|
|
|
4,713,802
|
|
|||
Net gain on sale of assets
|
|
|
188,835
|
|
|
201,323
|
|
|
229,093
|
|
|||
Other income
|
21
|
|
66,239
|
|
|
61,564
|
|
|
94,598
|
|
|||
Total Revenues and other income
|
|
|
4,937,340
|
|
|
4,799,980
|
|
|
5,037,493
|
|
|||
Expenses
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
5, 7
|
|
1,676,121
|
|
|
1,679,074
|
|
|
1,727,296
|
|
|||
Asset impairment
|
23
|
|
70,149
|
|
|
44,186
|
|
|
61,286
|
|
|||
Interest expense
|
|
|
1,295,020
|
|
|
1,174,074
|
|
|
1,112,391
|
|
|||
Leasing expenses
|
|
|
287,950
|
|
|
446,487
|
|
|
537,752
|
|
|||
Restructuring related expenses
|
|
|
—
|
|
|
—
|
|
|
14,605
|
|
|||
Selling, general and administrative expenses
|
18, 20
|
|
267,458
|
|
|
305,226
|
|
|
348,291
|
|
|||
Total Expenses
|
|
|
3,596,698
|
|
|
3,649,047
|
|
|
3,801,621
|
|
|||
Income before income taxes and income of investments accounted for under the equity method
|
|
|
1,340,642
|
|
|
1,150,933
|
|
|
1,235,872
|
|
|||
Provision for income taxes
|
15
|
|
(167,714
|
)
|
|
(144,079
|
)
|
|
(164,718
|
)
|
|||
Equity in net earnings of investments accounted for under the equity method
|
|
|
(6,151
|
)
|
|
10,643
|
|
|
9,199
|
|
|||
Net income
|
|
|
$
|
1,166,777
|
|
|
$
|
1,017,497
|
|
|
$
|
1,080,353
|
|
Net income attributable to non-controlling interest
|
|
|
(21,083
|
)
|
|
(1,865
|
)
|
|
(4,202
|
)
|
|||
Net income attributable to AerCap Holdings N.V.
|
|
|
$
|
1,145,694
|
|
|
$
|
1,015,632
|
|
|
$
|
1,076,151
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
24
|
|
$
|
8.51
|
|
|
$
|
7.00
|
|
|
$
|
6.68
|
|
Diluted earnings per share
|
24
|
|
$
|
8.43
|
|
|
$
|
6.83
|
|
|
$
|
6.43
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding—basic
|
|
|
134,570,169
|
|
|
145,162,220
|
|
|
161,059,552
|
|
|||
Weighted average shares outstanding—diluted
|
|
|
135,898,139
|
|
|
148,706,266
|
|
|
167,287,508
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. Dollars in thousands)
|
||||||||||
Net income
|
$
|
1,166,777
|
|
|
$
|
1,017,497
|
|
|
$
|
1,080,353
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net change in fair value of derivatives (Note 11), net of tax of $12,845, $2,080 and $(2,131), respectively
|
(89,918
|
)
|
|
(14,559
|
)
|
|
14,918
|
|
|||
Actuarial gain (loss) on pension obligations, net of tax of $265, $215 and $(257), respectively
|
(1,845
|
)
|
|
(1,539
|
)
|
|
1,125
|
|
|||
Total other comprehensive income (loss)
|
(91,763
|
)
|
|
(16,098
|
)
|
|
16,043
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
1,075,014
|
|
|
1,001,399
|
|
|
1,096,396
|
|
|||
Comprehensive income attributable to non-controlling interest
|
(21,083
|
)
|
|
(1,865
|
)
|
|
(4,202
|
)
|
|||
Total comprehensive income attributable to AerCap Holdings N.V.
|
$
|
1,053,931
|
|
|
$
|
999,534
|
|
|
$
|
1,092,194
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. Dollars in thousands)
|
||||||||||
Net income
|
$
|
1,166,777
|
|
|
$
|
1,017,497
|
|
|
$
|
1,080,353
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,676,121
|
|
|
1,679,074
|
|
|
1,727,296
|
|
|||
Asset impairment
|
70,149
|
|
|
44,186
|
|
|
61,286
|
|
|||
Amortization of debt issuance costs, debt discount, debt premium and lease premium
|
79,645
|
|
|
76,499
|
|
|
79,052
|
|
|||
Amortization of fair value adjustments on debt
|
(79,098
|
)
|
|
(142,596
|
)
|
|
(194,728
|
)
|
|||
Maintenance rights write-off (a)
|
244,748
|
|
|
287,119
|
|
|
539,772
|
|
|||
Maintenance liability release to income
|
(207,849
|
)
|
|
(228,081
|
)
|
|
(302,408
|
)
|
|||
Net gain on sale of assets
|
(188,835
|
)
|
|
(201,323
|
)
|
|
(229,093
|
)
|
|||
Deferred income taxes
|
162,498
|
|
|
147,588
|
|
|
157,021
|
|
|||
Collections of finance and sales-type leases
|
98,365
|
|
|
—
|
|
|
—
|
|
|||
Other
|
165,527
|
|
|
155,628
|
|
|
156,946
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(8,751
|
)
|
|
19,839
|
|
|
(10,567
|
)
|
|||
Other assets
|
(73,646
|
)
|
|
9,800
|
|
|
55,309
|
|
|||
Accounts payable, accrued expenses and other liabilities
|
31
|
|
|
(24,858
|
)
|
|
19,978
|
|
|||
Net cash provided by operating activities
|
3,105,682
|
|
|
2,840,372
|
|
|
3,140,217
|
|
|||
Purchase of flight equipment
|
(3,359,092
|
)
|
|
(4,036,194
|
)
|
|
(3,956,671
|
)
|
|||
Proceeds from sale or disposal of assets
|
1,773,766
|
|
|
1,822,601
|
|
|
1,779,321
|
|
|||
Prepayments on flight equipment
|
(1,369,400
|
)
|
|
(1,912,215
|
)
|
|
(1,268,585
|
)
|
|||
Collections of finance and sales-type leases
|
—
|
|
|
94,703
|
|
|
91,918
|
|
|||
Other
|
(17
|
)
|
|
(21,505
|
)
|
|
(38,102
|
)
|
|||
Net cash used in investing activities
|
(2,954,743
|
)
|
|
(4,052,610
|
)
|
|
(3,392,119
|
)
|
|||
Issuance of debt
|
6,539,310
|
|
|
5,589,825
|
|
|
5,596,402
|
|
|||
Repayment of debt
|
(6,504,830
|
)
|
|
(4,360,520
|
)
|
|
(4,695,453
|
)
|
|||
Debt issuance costs paid, net of debt premium received
|
(36,592
|
)
|
|
(57,831
|
)
|
|
(81,396
|
)
|
|||
Maintenance payments received
|
736,423
|
|
|
743,256
|
|
|
756,314
|
|
|||
Maintenance payments returned
|
(352,032
|
)
|
|
(459,326
|
)
|
|
(523,403
|
)
|
|||
Security deposits received
|
232,219
|
|
|
208,259
|
|
|
187,378
|
|
|||
Security deposits returned
|
(233,222
|
)
|
|
(220,452
|
)
|
|
(188,362
|
)
|
|||
Dividend paid to non-controlling interest holders and others
|
(6,341
|
)
|
|
(8,403
|
)
|
|
(266
|
)
|
|||
Repurchase of shares and tax withholdings on share-based compensation
|
(639,941
|
)
|
|
(834,398
|
)
|
|
(1,138,782
|
)
|
|||
Net cash (used in) provided by financing activities
|
(265,006
|
)
|
|
600,410
|
|
|
(87,568
|
)
|
|||
Net decrease in cash, cash equivalents and restricted cash
|
(114,067
|
)
|
|
(611,828
|
)
|
|
(339,470
|
)
|
|||
Effect of exchange rate changes
|
(621
|
)
|
|
2,738
|
|
|
(1,032
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
1,415,035
|
|
|
2,024,125
|
|
|
2,364,627
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,300,347
|
|
|
$
|
1,415,035
|
|
|
$
|
2,024,125
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(U.S. Dollars in thousands)
|
||||||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
1,270,532
|
|
|
$
|
1,228,788
|
|
|
$
|
1,231,539
|
|
Income taxes paid, net
|
2,352
|
|
|
679
|
|
|
18,957
|
|
|
(a)
|
Maintenance rights write-off consisted of the following:
|
EOL and MR contract maintenance rights expense
|
$
|
76,611
|
|
|
$
|
157,792
|
|
|
$
|
355,845
|
|
MR contract maintenance rights write-off due to maintenance liability release
|
19,848
|
|
|
29,656
|
|
|
77,494
|
|
|||
EOL contract maintenance rights write-off due to cash receipt
|
148,289
|
|
|
99,671
|
|
|
106,433
|
|
|||
Maintenance rights write-off
|
$
|
244,748
|
|
|
$
|
287,119
|
|
|
$
|
539,772
|
|
|
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, 2016
|
187,847,345
|
|
|
$
|
2,282
|
|
|
$
|
4,505,019
|
|
|
$
|
(490,092
|
)
|
|
$
|
(1,769
|
)
|
|
$
|
4,509,007
|
|
|
$
|
8,524,447
|
|
|
$
|
57,817
|
|
|
$
|
8,582,264
|
|
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,915
|
)
|
|
(2,915
|
)
|
||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,124,724
|
)
|
|
—
|
|
|
—
|
|
|
(1,124,724
|
)
|
|
—
|
|
|
(1,124,724
|
)
|
||||||||
Share cancellation
|
(20,000,000
|
)
|
|
(224
|
)
|
|
(860,324
|
)
|
|
860,548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
107,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107,719
|
|
|
—
|
|
|
107,719
|
|
||||||||
Ordinary shares issued, net of tax withholdings
|
—
|
|
|
—
|
|
|
(37,851
|
)
|
|
22,826
|
|
|
—
|
|
|
(4,901
|
)
|
|
(19,926
|
)
|
|
—
|
|
|
(19,926
|
)
|
||||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,043
|
|
|
1,076,151
|
|
|
1,092,194
|
|
|
4,202
|
|
|
1,096,396
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,403
|
)
|
|
(8,403
|
)
|
||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(726,640
|
)
|
|
—
|
|
|
—
|
|
|
(726,640
|
)
|
|
—
|
|
|
(726,640
|
)
|
||||||||
Share cancellation
|
(16,000,000
|
)
|
|
(192
|
)
|
|
(800,544
|
)
|
|
800,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
95,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,176
|
|
|
—
|
|
|
95,176
|
|
||||||||
Ordinary shares issued, net of tax withholdings
|
—
|
|
|
—
|
|
|
(296,778
|
)
|
|
181,261
|
|
|
—
|
|
|
(5,456
|
)
|
|
(120,973
|
)
|
|
—
|
|
|
(120,973
|
)
|
||||||||
Cumulative effect due to adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
1,241
|
|
|
—
|
|
|
1,241
|
|
||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,098
|
)
|
|
1,015,632
|
|
|
999,534
|
|
|
1,865
|
|
|
1,001,399
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
(6,341
|
)
|
||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(607,343
|
)
|
|
—
|
|
|
—
|
|
|
(607,343
|
)
|
|
—
|
|
|
(607,343
|
)
|
||||||||
Share cancellation
|
(10,000,000
|
)
|
|
(112
|
)
|
|
(503,005
|
)
|
|
503,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
69,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,410
|
|
|
—
|
|
|
69,410
|
|
||||||||
Ordinary shares issued, net of tax withholdings
|
—
|
|
|
—
|
|
|
(69,360
|
)
|
|
42,970
|
|
|
—
|
|
|
(2,759
|
)
|
|
(29,149
|
)
|
|
—
|
|
|
(29,149
|
)
|
||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,763
|
)
|
|
1,145,694
|
|
|
1,053,931
|
|
|
21,083
|
|
|
1,075,014
|
|
||||||||
Balance as of December 31, 2019
|
141,847,345
|
|
|
$
|
1,754
|
|
|
$
|
2,209,462
|
|
|
$
|
(537,341
|
)
|
|
$
|
(93,587
|
)
|
|
$
|
7,734,609
|
|
|
$
|
9,314,897
|
|
|
$
|
67,308
|
|
|
$
|
9,382,205
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
1,121,396
|
|
|
$
|
1,204,018
|
|
Restricted cash
|
178,951
|
|
|
211,017
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
1,300,347
|
|
|
$
|
1,415,035
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net book value at beginning of period
|
$
|
35,052,335
|
|
|
$
|
32,396,827
|
|
Additions
|
4,621,821
|
|
|
5,877,691
|
|
||
Depreciation
|
(1,650,450
|
)
|
|
(1,649,710
|
)
|
||
Disposals and transfers to held for sale
|
(1,940,133
|
)
|
|
(1,417,825
|
)
|
||
Transfers to net investment in finance and sales-type leases/inventory
|
(143,409
|
)
|
|
(115,330
|
)
|
||
Impairment (Note 23)
|
(69,383
|
)
|
|
(39,318
|
)
|
||
Net book value at end of period
|
$
|
35,870,781
|
|
|
$
|
35,052,335
|
|
|
|
|
|
||||
Accumulated depreciation as of December 31, 2019 and 2018, respectively
|
$
|
(7,526,636
|
)
|
|
$
|
(6,850,869
|
)
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Future minimum lease payments to be received
|
$
|
715,085
|
|
|
$
|
792,265
|
|
Estimated residual values of leased flight equipment
|
577,353
|
|
|
528,916
|
|
||
Less: Unearned income
|
(280,889
|
)
|
|
(317,895
|
)
|
||
|
$
|
1,011,549
|
|
|
$
|
1,003,286
|
|
|
Cash flows receivable
|
||
2020
|
$
|
154,323
|
|
2021
|
131,054
|
|
|
2022
|
202,302
|
|
|
2023
|
135,388
|
|
|
2024
|
109,098
|
|
|
Thereafter
|
560,273
|
|
|
Undiscounted cash flows receivable
|
$
|
1,292,438
|
|
Less: Unearned income
|
(280,889
|
)
|
|
|
1,011,549
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Maintenance rights
|
$
|
794,798
|
|
|
$
|
1,088,246
|
|
Lease premium, net
|
14,817
|
|
|
24,944
|
|
||
|
$
|
809,615
|
|
|
$
|
1,113,190
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Maintenance rights at beginning of period
|
$
|
1,088,246
|
|
|
$
|
1,464,599
|
|
EOL and MR contract maintenance rights expense
|
(76,611
|
)
|
|
(157,792
|
)
|
||
MR contract maintenance rights write-off due to maintenance liability release
|
(19,848
|
)
|
|
(29,656
|
)
|
||
EOL contract maintenance rights write-off due to cash receipt
|
(148,289
|
)
|
|
(99,671
|
)
|
||
EOL and MR contract maintenance rights write-off due to sale of aircraft
|
(48,700
|
)
|
|
(89,234
|
)
|
||
Maintenance rights at end of period
|
$
|
794,798
|
|
|
$
|
1,088,246
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Goodwill
|
$
|
58,094
|
|
|
$
|
58,094
|
|
Customer relationships, net
|
240,765
|
|
|
261,941
|
|
||
Contractual vendor intangible assets
|
8,535
|
|
|
8,535
|
|
||
|
$
|
307,394
|
|
|
$
|
328,570
|
|
|
As of December 31, 2019
|
||||||||||
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
amount
|
||||||
Customer relationships
|
$
|
360,000
|
|
|
$
|
(119,235
|
)
|
|
$
|
240,765
|
|
|
As of December 31, 2018
|
||||||||||
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
amount
|
||||||
Customer relationships
|
$
|
360,000
|
|
|
$
|
(98,059
|
)
|
|
$
|
261,941
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Lease incentives
|
$
|
239,607
|
|
|
$
|
251,961
|
|
Investments (Note 10)
|
123,279
|
|
|
132,113
|
|
||
Straight-line rents, prepaid expenses and other
|
98,443
|
|
|
79,792
|
|
||
Notes receivable
|
87,745
|
|
|
58,994
|
|
||
Operating lease ROU assets (Note 16)
|
43,668
|
|
|
—
|
|
||
Debt issuance costs
|
26,393
|
|
|
36,814
|
|
||
Other tangible fixed assets
|
26,018
|
|
|
29,151
|
|
||
Derivative assets (Note 11)
|
11,664
|
|
|
69,105
|
|
||
Inventory
|
3,157
|
|
|
30,971
|
|
||
Other receivables
|
355,502
|
|
|
220,289
|
|
||
|
$
|
1,015,476
|
|
|
$
|
909,190
|
|
|
% Ownership as of December 31, 2019
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
|||||
AerDragon
|
16.7
|
|
$
|
68,673
|
|
|
$
|
65,920
|
|
AerLift
|
39.3
|
|
35,188
|
|
|
47,644
|
|
||
ACSAL
|
19.4
|
|
16,118
|
|
|
15,248
|
|
||
|
|
|
$
|
119,979
|
|
|
$
|
128,812
|
|
|
As of December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Notional
amount (a)
|
|
Fair value
|
|
Notional
amount (a)
|
|
Fair value
|
||||||||
Derivative assets not designated as accounting hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
$
|
2,442,000
|
|
|
$
|
3,727
|
|
|
$
|
2,523,500
|
|
|
$
|
32,547
|
|
Derivative assets designated as accounting cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
488,616
|
|
|
$
|
1,578
|
|
|
$
|
1,900,957
|
|
|
$
|
36,558
|
|
Interest rate caps
|
400,000
|
|
|
6,359
|
|
|
—
|
|
|
—
|
|
||||
Total derivative assets
|
|
|
$
|
11,664
|
|
|
|
|
$
|
69,105
|
|
|
(a)
|
The notional amount is excluded for caps and swaps which are not yet effective.
|
|
As of December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Notional
amount (a) |
|
Fair value
|
|
Notional
amount (a) |
|
Fair value
|
||||||||
Derivative liabilities designated as accounting cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
3,776,000
|
|
|
$
|
97,066
|
|
|
$
|
1,375,000
|
|
|
$
|
29,321
|
|
Total derivative liabilities
|
|
|
$
|
97,066
|
|
|
|
|
$
|
29,321
|
|
|
(a)
|
The notional amount is excluded for swaps which are not yet effective.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain (Loss)
|
|
|
|
|
|
||||||
Effective portion of change in fair market value of derivatives designated as accounting cash flow hedges:
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
(102,725
|
)
|
|
$
|
(16,639
|
)
|
|
$
|
17,049
|
|
Interest rate caps
|
(38
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax effect
|
12,845
|
|
|
2,080
|
|
|
(2,131
|
)
|
|||
Net changes in cash flow hedges, net of tax
|
$
|
(89,918
|
)
|
|
$
|
(14,559
|
)
|
|
$
|
14,918
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain (Loss)
|
|
|
|
|
|
||||||
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
||||||
Interest rate caps
|
$
|
(29,714
|
)
|
|
$
|
5,158
|
|
|
$
|
(14,178
|
)
|
Reclassification to Consolidated Income Statements:
|
|
|
|
|
|
||||||
Reclassification of amounts previously recorded in AOCI
|
3,381
|
|
|
6,874
|
|
|
—
|
|
|||
Effect from derivatives on interest expense
|
$
|
(26,333
|
)
|
|
$
|
12,032
|
|
|
$
|
(14,178
|
)
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred revenue
|
$
|
389,958
|
|
|
$
|
421,542
|
|
Accrued interest
|
255,369
|
|
|
262,559
|
|
||
Accounts payable and accrued expenses
|
239,086
|
|
|
296,523
|
|
||
Derivative liabilities (Note 11)
|
97,066
|
|
|
29,321
|
|
||
Operating lease liabilities (Note 16)
|
51,144
|
|
|
—
|
|
||
|
$
|
1,032,623
|
|
|
$
|
1,009,945
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accrued maintenance liability at beginning of period
|
$
|
2,237,494
|
|
|
$
|
2,461,799
|
|
Maintenance payments received
|
736,423
|
|
|
743,256
|
|
||
Maintenance payments returned
|
(352,032
|
)
|
|
(459,326
|
)
|
||
Release to income upon sale
|
(249,187
|
)
|
|
(261,240
|
)
|
||
Release to income other than upon sale
|
(207,849
|
)
|
|
(228,081
|
)
|
||
Lessor contribution, top ups and other
|
25,310
|
|
|
(18,914
|
)
|
||
Accrued maintenance liability at end of period
|
$
|
2,190,159
|
|
|
$
|
2,237,494
|
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
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
|
|
|
AerCap Trust & AICDC Notes
|
|
|
|
12,500,000
|
|
|
—
|
|
|
12,500,000
|
|
|
4.13
|
%
|
|
2020 - 2028
|
|
10,749,864
|
|
|||||
Asia Revolving Credit Facility
|
|
|
|
950,000
|
|
|
950,000
|
|
|
—
|
|
|
—
|
|
|
2022
|
|
200,000
|
|
|||||
Citi Revolving Credit Facility
|
|
|
|
4,000,000
|
|
|
4,000,000
|
|
|
—
|
|
|
—
|
|
|
2024
|
|
—
|
|
|||||
Other unsecured debt
|
|
|
|
2,024,000
|
|
|
—
|
|
|
2,024,000
|
|
|
3.28
|
%
|
|
2020 - 2023
|
|
1,160,000
|
|
|||||
Fair value adjustment
|
|
|
|
NA
|
|
|
NA
|
|
|
99,093
|
|
|
NA
|
|
|
NA
|
|
177,450
|
|
|||||
TOTAL UNSECURED
|
|
|
|
$
|
22,374,000
|
|
|
$
|
4,950,000
|
|
|
$
|
17,523,093
|
|
|
|
|
|
|
$
|
17,187,314
|
|
||
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Export credit facilities
|
|
18
|
|
|
565,312
|
|
|
—
|
|
|
565,312
|
|
|
2.43
|
%
|
|
2021 - 2030
|
|
849,372
|
|
||||
Institutional secured term loans & secured portfolio loans
|
|
191
|
|
|
7,303,496
|
|
|
—
|
|
|
7,303,496
|
|
|
3.62
|
%
|
|
2022 - 2030
|
|
7,533,028
|
|
||||
AerFunding Revolving Credit Facility
|
|
16
|
|
|
2,500,000
|
|
|
1,624,855
|
|
|
875,145
|
|
|
3.72
|
%
|
|
2022
|
|
919,484
|
|
||||
Other secured debt (b)
|
|
42
|
|
|
1,062,756
|
|
|
—
|
|
|
1,062,756
|
|
|
4.06
|
%
|
|
2021 - 2037
|
|
1,633,099
|
|
||||
Fair value adjustment
|
|
|
|
NA
|
|
|
NA
|
|
|
(2,835
|
)
|
|
NA
|
|
|
NA
|
|
(2,103
|
)
|
|||||
TOTAL SECURED
|
|
|
|
$
|
11,431,564
|
|
|
$
|
1,624,855
|
|
|
$
|
9,803,874
|
|
|
|
|
|
|
$
|
10,932,880
|
|
||
Subordinated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subordinated notes
|
|
|
|
2,250,000
|
|
|
—
|
|
|
2,250,000
|
|
|
5.18
|
%
|
|
2045 - 2079
|
|
1,500,000
|
|
|||||
Subordinated debt issued by joint ventures
|
|
|
|
47,521
|
|
|
—
|
|
|
47,521
|
|
|
—
|
|
|
2020 - 2023
|
|
48,234
|
|
|||||
Fair value adjustment
|
|
|
|
NA
|
|
|
NA
|
|
|
(222
|
)
|
|
NA
|
|
|
NA
|
|
(225
|
)
|
|||||
TOTAL SUBORDINATED
|
|
|
|
$
|
2,297,521
|
|
|
$
|
—
|
|
|
$
|
2,297,299
|
|
|
|
|
|
|
$
|
1,548,009
|
|
||
Debt issuance costs, debt discounts and debt premium
|
|
|
|
NA
|
|
|
NA
|
|
|
(138,135
|
)
|
|
NA
|
|
|
NA
|
|
(160,616
|
)
|
|||||
|
|
267
|
|
|
$
|
36,103,085
|
|
|
$
|
6,574,855
|
|
|
$
|
29,486,131
|
|
|
|
|
|
|
$
|
29,507,587
|
|
|
(a)
|
The weighted average interest rate for our floating rate debt is calculated based on the applicable U.S. dollar LIBOR rate as of the most recent 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 interest alternatives.
|
(b)
|
In addition to the 42 aircraft, 74 engines are pledged as collateral.
|
|
(a)
|
For further detail on debt maturities, please refer to “Item 5. Operating and Financial Review and Prospects—Contractual obligations”.
|
|
Maturities of AGAT/AICDC Notes
|
||
2020
|
$
|
1,500,000
|
|
2021
|
2,600,000
|
|
|
2022
|
2,100,000
|
|
|
2023
|
1,200,000
|
|
|
2024
|
1,650,000
|
|
|
Thereafter
|
3,450,000
|
|
|
|
$
|
12,500,000
|
|
|
Collateral (Number of aircraft) (a)
|
|
Amount outstanding
|
|
Weighted average
interest rate |
|
Maturity
|
|||
Institutional secured term loans
|
|
|
|
|
|
|
|
|||
Hyperion
|
58
|
|
$
|
1,050,000
|
|
|
3.69
|
%
|
|
2023
|
Vancouver (b)
|
20
|
|
350,000
|
|
|
3.69
|
%
|
|
2022
|
|
Secured portfolio loans
|
|
|
|
|
|
|
|
|||
Celtago & Celtago II
|
25
|
|
1,095,174
|
|
|
3.43
|
%
|
|
2022 - 2024
|
|
Cesium
|
15
|
|
853,844
|
|
|
3.71
|
%
|
|
2025
|
|
Goldfish
|
13
|
|
723,326
|
|
|
3.34
|
%
|
|
2025
|
|
Scandium
|
10
|
|
678,953
|
|
|
3.96
|
%
|
|
2025
|
|
Rhodium
|
11
|
|
594,619
|
|
|
3.46
|
%
|
|
2026
|
|
Other secured facilities
|
39
|
|
1,957,580
|
|
|
3.65
|
%
|
|
2022 - 2030
|
|
|
191
|
|
$
|
7,303,496
|
|
|
|
|
|
|
(a)
|
These loans are secured by a combination of aircraft and the equity interests in the borrower and certain SPE subsidiaries of the borrower that own the aircraft.
|
(b)
|
In January 2020, the Vancouver term loan was fully repaid and terminated.
|
|
As of December 31, 2019
|
|||||||
|
Amount
outstanding |
|
Weighted average interest rate
|
|
Maturity
|
|||
ECAPS Subordinated Notes
|
$
|
1,000,000
|
|
|
4.00
|
%
|
|
2065
|
2045 Subordinated Notes
|
500,000
|
|
|
6.50
|
%
|
|
2045
|
|
2079 Subordinated Notes
|
750,000
|
|
|
5.88
|
%
|
|
2079
|
|
|
$
|
2,250,000
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred tax expense (benefit)
|
|
|
|
|
|
||||||
Ireland
|
$
|
154,134
|
|
|
$
|
140,621
|
|
|
$
|
144,532
|
|
United States
|
11,327
|
|
|
6,510
|
|
|
56,650
|
|
|||
The Netherlands
|
7,316
|
|
|
4,136
|
|
|
(7,470
|
)
|
|||
Other
|
7,658
|
|
|
8,881
|
|
|
(14,188
|
)
|
|||
|
180,435
|
|
|
160,148
|
|
|
179,524
|
|
|||
Deferred tax (benefit) expense related to a (decrease) increase in changes in valuation allowance of deferred tax assets
|
|
|
|
|
|
||||||
Ireland
|
2,358
|
|
|
368
|
|
|
1,366
|
|
|||
United States
|
(18,425
|
)
|
|
(2,838
|
)
|
|
(29,147
|
)
|
|||
The Netherlands
|
87
|
|
|
(2,302
|
)
|
|
(8,518
|
)
|
|||
Other
|
(1,957
|
)
|
|
(7,788
|
)
|
|
13,796
|
|
|||
|
(17,937
|
)
|
|
(12,560
|
)
|
|
(22,503
|
)
|
|||
Current tax (benefit) expense
|
|
|
|
|
|
||||||
Ireland
|
—
|
|
|
(27
|
)
|
|
5,606
|
|
|||
United States
|
789
|
|
|
(3,691
|
)
|
|
(1,659
|
)
|
|||
The Netherlands
|
261
|
|
|
(307
|
)
|
|
717
|
|
|||
Other
|
4,166
|
|
|
516
|
|
|
3,033
|
|
|||
|
5,216
|
|
|
(3,509
|
)
|
|
7,697
|
|
|||
Provision for income taxes
|
$
|
167,714
|
|
|
$
|
144,079
|
|
|
$
|
164,718
|
|
|
Year Ended December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
Income tax expense at statutory income tax rate of 12.5%
|
$
|
167,580
|
|
|
$
|
143,866
|
|
|
$
|
154,484
|
|
|
|
|
|
|
|
|
|
||||||
Permanent differences
|
(949
|
)
|
(a)
|
1,016
|
|
(b)
|
23,737
|
|
(c)
|
|||
Foreign rate differential
|
1,083
|
|
|
(803
|
)
|
|
(13,503
|
)
|
|
|||
|
134
|
|
|
213
|
|
|
10,234
|
|
|
|||
Provision for income taxes
|
$
|
167,714
|
|
|
$
|
144,079
|
|
|
$
|
164,718
|
|
|
|
(a)
|
The 2019 permanent differences included non-deductible interest, non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
(b)
|
The 2018 permanent differences included non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
(c)
|
The 2017 permanent differences included non-deductible share-based compensation in Ireland and in the Netherlands, impacts of the change in tax rate in the United States, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
|
Year Ended December 31, 2019
|
||||||||||||
|
Pre-tax income (loss)
|
|
Local statutory tax rate (a)
|
|
Variance to Irish statutory tax rate of 12.5%
|
|
Tax variance as a result of global activities (b)
|
||||||
Tax jurisdiction
|
|
|
|
|
|
|
|
||||||
Ireland
|
$
|
1,324,100
|
|
|
12.5
|
%
|
|
0.0
|
%
|
|
$
|
—
|
|
United States
|
(30,041
|
)
|
|
21.0
|
%
|
|
8.5
|
%
|
|
(2,553
|
)
|
||
The Netherlands
|
30,656
|
|
|
25.0
|
%
|
|
12.5
|
%
|
|
3,832
|
|
||
Other
|
8,331
|
|
|
10.1
|
%
|
|
(2.4
|
)%
|
|
(196
|
)
|
||
Taxable income
|
$
|
1,333,046
|
|
|
|
|
|
|
$
|
1,083
|
|
||
Permanent differences (c)
|
7,596
|
|
|
|
|
|
|
|
|||||
Income from continuing operations before income tax
|
$
|
1,340,642
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||
|
Pre-tax income (loss)
|
|
Local statutory tax rate (a)
|
|
Variance to Irish statutory tax rate of 12.5%
|
|
Tax variance as a result of global activities (b)
|
||||||
Tax jurisdiction
|
|
|
|
|
|
|
|
||||||
Ireland
|
$
|
1,163,574
|
|
|
12.5
|
%
|
|
0.0
|
%
|
|
$
|
—
|
|
United States
|
(85
|
)
|
|
22.0
|
%
|
|
9.5
|
%
|
|
(8
|
)
|
||
The Netherlands
|
6,108
|
|
|
25.0
|
%
|
|
12.5
|
%
|
|
764
|
|
||
Other
|
(10,977
|
)
|
|
26.7
|
%
|
|
14.2
|
%
|
|
(1,559
|
)
|
||
Taxable income
|
$
|
1,158,620
|
|
|
|
|
|
|
$
|
(803
|
)
|
||
Permanent differences (d)
|
(7,687
|
)
|
|
|
|
|
|
|
|
||||
Income from continuing operations before income tax
|
$
|
1,150,933
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||
|
Pre-tax income (loss)
|
|
Local statutory tax rate (a)
|
|
Variance to Irish statutory tax rate of 12.5%
|
|
Tax variance as a result of global activities (b)
|
||||||
Tax jurisdiction
|
|
|
|
|
|
|
|
||||||
Ireland
|
$
|
1,212,029
|
|
|
12.5
|
%
|
|
0.0
|
%
|
|
$
|
—
|
|
United States
|
72,390
|
|
|
35.7
|
%
|
|
23.2
|
%
|
|
16,744
|
|
||
The Netherlands
|
(61,086
|
)
|
|
25.0
|
%
|
|
12.5
|
%
|
|
(7,636
|
)
|
||
Isle of Man
|
185,882
|
|
|
0.0
|
%
|
|
(12.5
|
)%
|
|
(23,235
|
)
|
||
Other
|
9,138
|
|
|
19.3
|
%
|
|
6.8
|
%
|
|
624
|
|
||
Taxable income
|
$
|
1,418,353
|
|
|
|
|
|
|
$
|
(13,503
|
)
|
||
Permanent differences (e)
|
(182,481
|
)
|
|
|
|
|
|
|
|||||
Income from continuing operations before income tax
|
$
|
1,235,872
|
|
|
|
|
|
|
|
|
(a)
|
The local statutory income tax expense for our significant tax jurisdictions (Ireland, the United States and the Netherlands) does not differ from the actual income tax expense.
|
(b)
|
The tax variance as a result of global activities is primarily caused by our operations in countries with a higher or lower statutory tax rate than the statutory tax rate in Ireland.
|
(c)
|
The 2019 permanent differences included non-deductible interest, non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
(d)
|
The 2018 permanent differences included non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
(e)
|
The 2017 permanent differences included non-deductible share-based compensation in Ireland and in the Netherlands, impacts of the change in tax rate in the United States, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
|
|
As of December 31, 2019
|
||||||||||||||||||
|
Ireland
|
|
United States
|
|
The
Netherlands
|
|
Other
|
|
Total
|
||||||||||
Depreciation/Impairment
|
$
|
(1,924,492
|
)
|
|
$
|
(606
|
)
|
|
$
|
6,873
|
|
|
$
|
(1,253
|
)
|
|
$
|
(1,919,478
|
)
|
Intangibles
|
(4,594
|
)
|
|
(5,222
|
)
|
|
—
|
|
|
—
|
|
|
(9,816
|
)
|
|||||
Accrued maintenance liability
|
(3,456
|
)
|
|
1,666
|
|
|
—
|
|
|
—
|
|
|
(1,790
|
)
|
|||||
Obligations under capital leases and debt obligations
|
(3,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,806
|
)
|
|||||
Investments
|
—
|
|
|
(7,996
|
)
|
|
—
|
|
|
—
|
|
|
(7,996
|
)
|
|||||
Deferred losses on sale of assets
|
—
|
|
|
24,178
|
|
|
—
|
|
|
—
|
|
|
24,178
|
|
|||||
Valuation allowance
|
(5,654
|
)
|
|
(38,720
|
)
|
|
(16,025
|
)
|
|
(13,962
|
)
|
|
(74,361
|
)
|
|||||
Losses and credits forward
|
1,146,434
|
|
|
58,099
|
|
|
20,568
|
|
|
19,090
|
|
|
1,244,191
|
|
|||||
Other
|
(58,691
|
)
|
|
(99
|
)
|
|
(1,773
|
)
|
|
(5,818
|
)
|
|
(66,381
|
)
|
|||||
Net deferred income tax (liabilities) assets
|
$
|
(854,259
|
)
|
|
$
|
31,300
|
|
|
$
|
9,643
|
|
|
$
|
(1,943
|
)
|
|
$
|
(815,259
|
)
|
|
As of December 31, 2018
|
||||||||||||||||||
|
Ireland
|
|
United States
|
|
The
Netherlands
|
|
Other
|
|
Total
|
||||||||||
Depreciation/Impairment
|
$
|
(1,612,534
|
)
|
|
$
|
254
|
|
|
$
|
5,974
|
|
|
$
|
(887
|
)
|
|
$
|
(1,607,193
|
)
|
Intangibles
|
(7,011
|
)
|
|
(6,108
|
)
|
|
—
|
|
|
—
|
|
|
(13,119
|
)
|
|||||
Accrued maintenance liability
|
(3,242
|
)
|
|
4,509
|
|
|
—
|
|
|
—
|
|
|
1,267
|
|
|||||
Obligations under capital leases and debt obligations
|
(4,255
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,255
|
)
|
|||||
Investments
|
—
|
|
|
(8,619
|
)
|
|
—
|
|
|
—
|
|
|
(8,619
|
)
|
|||||
Deferred losses on sale of assets
|
—
|
|
|
28,770
|
|
|
—
|
|
|
—
|
|
|
28,770
|
|
|||||
Valuation allowance
|
(3,296
|
)
|
|
(57,145
|
)
|
|
(15,938
|
)
|
|
(15,919
|
)
|
|
(92,298
|
)
|
|||||
Losses and credits forward
|
996,676
|
|
|
62,351
|
|
|
28,770
|
|
|
23,018
|
|
|
1,110,815
|
|
|||||
Other
|
(77,973
|
)
|
|
502
|
|
|
(1,760
|
)
|
|
(2,454
|
)
|
|
(81,685
|
)
|
|||||
Net deferred income tax (liabilities) assets
|
$
|
(711,635
|
)
|
|
$
|
24,514
|
|
|
$
|
17,046
|
|
|
$
|
3,758
|
|
|
$
|
(666,317
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Valuation allowance at beginning of period
|
$
|
92,298
|
|
|
$
|
104,858
|
|
Decrease of allowance to income tax provision
|
(17,937
|
)
|
|
(12,560
|
)
|
||
Valuation allowance at end of period
|
$
|
74,361
|
|
|
$
|
92,298
|
|
|
Operating leases
|
|
Finance leases
|
||
Weighted average remaining lease term (years)
|
9.0
|
|
|
16.3
|
|
Weighted average discount rate
|
6.4
|
%
|
|
6.5
|
%
|
|
Operating leases
|
|
Finance leases
|
||||
2020
|
$
|
9,113
|
|
|
$
|
11,677
|
|
2021
|
8,337
|
|
|
11,677
|
|
||
2022
|
8,406
|
|
|
11,677
|
|
||
2023
|
8,468
|
|
|
11,677
|
|
||
2024
|
6,358
|
|
|
11,677
|
|
||
Thereafter
|
27,663
|
|
|
188,682
|
|
||
Total lease payments
|
$
|
68,345
|
|
|
$
|
247,067
|
|
Less imputed interest
|
(17,201
|
)
|
|
(110,839
|
)
|
||
Present value of lease liabilities
|
$
|
51,144
|
|
|
$
|
136,228
|
|
|
Operating leases
|
|
Finance leases
|
||||
2019
|
$
|
9,181
|
|
|
$
|
2,359
|
|
2020
|
9,305
|
|
|
2,515
|
|
||
2021
|
9,201
|
|
|
2,681
|
|
||
2022
|
9,262
|
|
|
2,857
|
|
||
2023
|
9,337
|
|
|
3,046
|
|
||
Thereafter
|
35,243
|
|
|
105,327
|
|
||
Total lease payments
|
$
|
81,529
|
|
|
$
|
118,785
|
|
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
|
|
|
December 5, 2019
|
|
November 2019
|
|
June 30, 2020
|
|
200,000
|
|
|
Not yet completed
|
|
Year Ended December 31, 2019
|
||||||||||||
|
Number of time-based restricted stock units and restricted stock
|
|
Number of performance-based restricted stock units and restricted stock
|
|
Weighted average grant date fair value of time-based grants ($)
|
|
Weighted average grant date fair value of performance-based grants ($)
|
||||||
Number at beginning of period
|
2,305,202
|
|
|
2,493,307
|
|
|
$
|
48.72
|
|
|
$
|
50.18
|
|
Granted (a)
|
413,289
|
|
|
378,557
|
|
|
54.20
|
|
|
53.44
|
|
||
Vested (b)
|
(1,203,452
|
)
|
|
(382,237
|
)
|
|
46.71
|
|
|
44.63
|
|
||
Forfeited
|
(10,845
|
)
|
|
(3,491
|
)
|
|
56.20
|
|
|
50.51
|
|
||
Number at end of period
|
1,504,194
|
|
|
2,486,136
|
|
|
$
|
51.78
|
|
|
$
|
51.53
|
|
|
(a)
|
Includes 580,943 shares of restricted stock granted under the AerCap Equity Plans, of which 372,239 shares of restricted stock were issued with the remaining 208,704 ordinary shares being withheld and applied to pay the taxes involved. As part of the 208,704 ordinary shares withheld to pay for taxes, 89,299 ordinary shares were treated as granted and subsequently vested on the grant date under specific Irish tax legislation. As a result, we recognized an expense of $4.7 million on the grant dates associated with these ordinary shares.
|
(b)
|
432,427 restricted stock units, which were previously granted under the AerCap Equity Plans, vested. In connection with the vesting of the restricted stock units, the Company issued, in full satisfaction of its obligations, 250,470 ordinary shares to the holders of these restricted stock units, with the remainder being withheld and applied to pay the taxes in respect of those awards. Restrictions on 1,006,177 shares of restricted stock (681,825 shares of restricted stock net of withholding for taxes) lapsed during the period. In addition, 89,299 ordinary shares were treated as granted and subsequently vested on the grant dates, as described in (a) above.
|
|
Expected share-based compensation expense
|
||
|
(U.S. Dollars in millions)
|
||
2020
|
$
|
57.1
|
|
2021
|
35.3
|
|
|
2022
|
16.9
|
|
|
2023
|
3.2
|
|
|
2024
|
0.5
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
China (a)
|
$
|
874,145
|
|
|
18.7
|
%
|
|
$
|
639,316
|
|
|
14.1
|
%
|
|
$
|
648,343
|
|
|
13.8
|
%
|
United States
|
511,676
|
|
|
10.9
|
%
|
|
528,687
|
|
|
11.6
|
%
|
|
568,999
|
|
|
12.1
|
%
|
|||
Other countries (b)
|
3,296,445
|
|
|
70.4
|
%
|
|
3,369,090
|
|
|
74.3
|
%
|
|
3,496,460
|
|
|
74.1
|
%
|
|||
Total
|
$
|
4,682,266
|
|
|
100.0
|
%
|
|
$
|
4,537,093
|
|
|
100.0
|
%
|
|
$
|
4,713,802
|
|
|
100.0
|
%
|
|
(a)
|
Includes mainland China, Hong Kong and Macau.
|
(b)
|
No individual country within this category including Ireland, where our headquarters is located, accounts for more than 10% of our lease revenue.
|
|
As of December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
China (a)
|
$
|
7,965,456
|
|
|
21.0
|
%
|
|
$
|
7,639,347
|
|
|
20.5
|
%
|
United States
|
4,395,161
|
|
|
11.6
|
%
|
|
4,381,348
|
|
|
11.8
|
%
|
||
Other countries (b)
|
25,609,668
|
|
|
67.4
|
%
|
|
25,234,447
|
|
|
67.7
|
%
|
||
Total
|
$
|
37,970,285
|
|
|
100.0
|
%
|
|
$
|
37,255,142
|
|
|
100.0
|
%
|
|
(a)
|
Includes mainland China, Hong Kong and Macau.
|
(b)
|
No individual country within this category including Ireland, where our headquarters is located, accounts for more than 10% of our long-lived assets.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Personnel expenses
|
$
|
122,453
|
|
|
$
|
132,694
|
|
|
$
|
156,726
|
|
Share-based compensation
|
69,410
|
|
|
95,176
|
|
|
107,719
|
|
|||
Professional services
|
24,287
|
|
|
24,264
|
|
|
28,585
|
|
|||
Travel expenses
|
17,604
|
|
|
21,790
|
|
|
19,774
|
|
|||
Office expenses
|
14,095
|
|
|
14,784
|
|
|
16,105
|
|
|||
Directors’ expenses
|
3,042
|
|
|
3,169
|
|
|
3,345
|
|
|||
Other expenses
|
16,567
|
|
|
13,349
|
|
|
16,037
|
|
|||
|
$
|
267,458
|
|
|
$
|
305,226
|
|
|
$
|
348,291
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
2017
|
|||||||
Management fees
|
$
|
12,445
|
|
|
$
|
14,539
|
|
|
$
|
13,426
|
|
Interest and other income
|
53,794
|
|
|
47,025
|
|
|
81,172
|
|
|||
|
$
|
66,239
|
|
|
$
|
61,564
|
|
|
$
|
94,598
|
|
|
Contracted minimum future lease payments receivable
|
||
2020
|
$
|
4,106,827
|
|
2021
|
3,870,189
|
|
|
2022
|
3,615,500
|
|
|
2023
|
3,348,230
|
|
|
2024
|
3,016,714
|
|
|
Thereafter
|
10,848,862
|
|
|
|
$
|
28,806,322
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Flight equipment held for operating leases (Note 5)
|
$
|
69,383
|
|
|
$
|
39,318
|
|
|
$
|
54,331
|
|
Flight equipment held for sale
|
766
|
|
|
4,868
|
|
|
6,955
|
|
|||
|
$
|
70,149
|
|
|
$
|
44,186
|
|
|
$
|
61,286
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income for the computation of basic EPS
|
$
|
1,145,694
|
|
|
$
|
1,015,632
|
|
|
$
|
1,076,151
|
|
Weighted average ordinary shares outstanding—basic
|
134,570,169
|
|
|
145,162,220
|
|
|
161,059,552
|
|
|||
Basic EPS
|
$
|
8.51
|
|
|
$
|
7.00
|
|
|
$
|
6.68
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income for the computation of diluted EPS
|
$
|
1,145,694
|
|
|
$
|
1,015,632
|
|
|
$
|
1,076,151
|
|
Weighted average ordinary shares outstanding—diluted
|
135,898,139
|
|
|
148,706,266
|
|
|
167,287,508
|
|
|||
Diluted EPS
|
$
|
8.43
|
|
|
$
|
6.83
|
|
|
$
|
6.43
|
|
|
As of December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
Number of ordinary shares
|
|||||||
Ordinary shares issued
|
141,847,345
|
|
|
151,847,345
|
|
|
167,847,345
|
|
Treasury shares
|
(10,263,856
|
)
|
|
(9,172,681
|
)
|
|
(14,855,244
|
)
|
Ordinary shares outstanding
|
131,583,489
|
|
|
142,674,664
|
|
|
152,992,101
|
|
Shares of unvested restricted stock
|
(2,354,318
|
)
|
|
(2,429,442
|
)
|
|
(3,007,752
|
)
|
Ordinary shares outstanding, excluding shares of unvested restricted stock
|
129,229,171
|
|
|
140,245,222
|
|
|
149,984,349
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Carrying value of debt and equity investments
|
$
|
123,279
|
|
|
$
|
132,113
|
|
Debt guarantees
|
68,901
|
|
|
88,313
|
|
||
Maximum exposure to loss
|
$
|
192,180
|
|
|
$
|
220,426
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Management fees
|
|
Dividends
|
|
Management fees
|
|
Dividends
|
|
Management fees
|
|
Dividends
|
||||||||||||
AerDragon
|
$
|
675
|
|
|
$
|
1,667
|
|
|
$
|
497
|
|
|
$
|
1,667
|
|
|
$
|
507
|
|
|
$
|
3,333
|
|
ACSAL
|
480
|
|
|
1,088
|
|
|
480
|
|
|
1,119
|
|
|
480
|
|
|
1,949
|
|
||||||
AerLift
|
1,360
|
|
|
393
|
|
|
1,677
|
|
|
394
|
|
|
1,808
|
|
|
3,023
|
|
||||||
|
$
|
2,515
|
|
|
$
|
3,148
|
|
|
$
|
2,654
|
|
|
$
|
3,180
|
|
|
$
|
2,795
|
|
|
$
|
8,305
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Prepayments on flight equipment at beginning of period
|
$
|
3,024,520
|
|
|
$
|
2,930,303
|
|
Prepayments made during the period
|
1,329,110
|
|
|
1,811,917
|
|
||
Interest paid and capitalized during the period
|
97,327
|
|
|
101,755
|
|
||
Prepayments and capitalized interest applied to the purchase of flight equipment
|
(1,496,479
|
)
|
|
(1,819,455
|
)
|
||
Prepayments on flight equipment at end of period
|
$
|
2,954,478
|
|
|
$
|
3,024,520
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Purchase obligations (a) (b)
|
$
|
3,470,502
|
|
|
$
|
4,351,839
|
|
|
$
|
2,992,145
|
|
|
$
|
2,651,197
|
|
|
$
|
1,807,081
|
|
|
$
|
1,270,782
|
|
|
$
|
16,543,546
|
|
|
(a)
|
As of December 31, 2019, we had commitments to purchase 297 aircraft and two purchase and leaseback transactions. In February 2020, we exercised an option to purchase an additional 50 Airbus A320neo Family aircraft from Airbus, with deliveries beginning in 2024. These commitments are included in the table above. The timing of payments is based on our estimates of expected delivery dates.
|
(b)
|
In February 2020, we entered into an agreement with Boeing to reschedule the delivery positions of a portion of our Boeing 737 MAX aircraft on order to later dates. These revised delivery positions are reflected in the table above. The delivery positions of our Boeing 737 MAX aircraft are based on our best estimates and incorporate the information currently available to us. Our estimates may be different from the actual delivery dates, and will depend on when the Boeing 737 MAX returns to service and the speed at which Boeing is able to deliver our aircraft on order to us.
|
|
December 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
11,664
|
|
|
$
|
—
|
|
|
$
|
11,664
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
97,066
|
|
|
$
|
—
|
|
|
$
|
97,066
|
|
|
$
|
—
|
|
|
December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
69,105
|
|
|
$
|
—
|
|
|
$
|
69,105
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
29,321
|
|
|
$
|
—
|
|
|
$
|
29,321
|
|
|
$
|
—
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Carrying value
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,121,396
|
|
|
$
|
1,121,396
|
|
|
$
|
1,121,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
178,951
|
|
|
178,951
|
|
|
178,951
|
|
|
—
|
|
|
—
|
|
|||||
Derivative assets
|
11,664
|
|
|
11,664
|
|
|
—
|
|
|
11,664
|
|
|
—
|
|
|||||
|
$
|
1,312,011
|
|
|
$
|
1,312,011
|
|
|
$
|
1,300,347
|
|
|
$
|
11,664
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt
|
$
|
29,624,266
|
|
(a)
|
$
|
30,219,588
|
|
|
$
|
—
|
|
|
$
|
30,219,588
|
|
|
$
|
—
|
|
Derivative liabilities
|
97,066
|
|
|
97,066
|
|
|
—
|
|
|
97,066
|
|
|
—
|
|
|||||
|
$
|
29,721,332
|
|
|
$
|
30,316,654
|
|
|
$
|
—
|
|
|
$
|
30,316,654
|
|
|
$
|
—
|
|
|
(a)
|
Excludes debt issuance costs, debt discounts and debt premium.
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying value
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,204,018
|
|
|
$
|
1,204,018
|
|
|
$
|
1,204,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
211,017
|
|
|
211,017
|
|
|
211,017
|
|
|
—
|
|
|
—
|
|
|||||
Derivative assets
|
69,105
|
|
|
69,105
|
|
|
—
|
|
|
69,105
|
|
|
—
|
|
|||||
|
$
|
1,484,140
|
|
|
$
|
1,484,140
|
|
|
$
|
1,415,035
|
|
|
$
|
69,105
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt
|
$
|
29,668,203
|
|
(a)
|
$
|
29,031,153
|
|
|
$
|
—
|
|
|
$
|
29,031,153
|
|
|
$
|
—
|
|
Derivative liabilities
|
29,321
|
|
|
29,321
|
|
|
—
|
|
|
29,321
|
|
|
—
|
|
|||||
|
$
|
29,697,524
|
|
|
$
|
29,060,474
|
|
|
$
|
—
|
|
|
$
|
29,060,474
|
|
|
$
|
—
|
|
|
(a)
|
Excludes debt issuance costs, debt discounts and debt premium.
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
154
|
|
|
$
|
10
|
|
|
$
|
823
|
|
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
1,121
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
178
|
|
|
—
|
|
|
179
|
|
|||||||
Flight equipment held for operating leases, net
|
—
|
|
|
8,874
|
|
|
—
|
|
|
3,500
|
|
|
23,497
|
|
|
—
|
|
|
35,871
|
|
|||||||
Maintenance rights and lease premium, net
|
—
|
|
|
415
|
|
|
—
|
|
|
38
|
|
|
356
|
|
|
—
|
|
|
809
|
|
|||||||
Flight equipment held for sale
|
—
|
|
|
68
|
|
|
—
|
|
|
22
|
|
|
247
|
|
|
—
|
|
|
337
|
|
|||||||
Net investment in finance and sales-type leases
|
—
|
|
|
462
|
|
|
—
|
|
|
62
|
|
|
488
|
|
|
—
|
|
|
1,012
|
|
|||||||
Prepayments on flight equipment
|
—
|
|
|
983
|
|
|
—
|
|
|
3
|
|
|
1,968
|
|
|
—
|
|
|
2,954
|
|
|||||||
Investments including investments in subsidiaries
|
11,557
|
|
|
1,405
|
|
|
9,320
|
|
|
6,701
|
|
|
123
|
|
|
(28,983
|
)
|
|
123
|
|
|||||||
Intercompany receivables
|
182
|
|
|
17,759
|
|
|
64
|
|
|
11,014
|
|
|
4,510
|
|
|
(33,529
|
)
|
|
—
|
|
|||||||
Other assets
|
79
|
|
|
523
|
|
|
133
|
|
|
1,247
|
|
|
707
|
|
|
(1,346
|
)
|
|
1,343
|
|
|||||||
Total Assets
|
$
|
11,821
|
|
|
$
|
30,643
|
|
|
$
|
9,527
|
|
|
$
|
23,411
|
|
|
$
|
32,205
|
|
|
$
|
(63,858
|
)
|
|
$
|
43,749
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt
|
$
|
740
|
|
|
$
|
16,943
|
|
|
$
|
1,505
|
|
|
$
|
—
|
|
|
$
|
10,298
|
|
|
$
|
—
|
|
|
$
|
29,486
|
|
Intercompany payables
|
1,748
|
|
|
2,544
|
|
|
4,133
|
|
|
9,989
|
|
|
15,144
|
|
|
(33,558
|
)
|
|
—
|
|
|||||||
Other liabilities
|
18
|
|
|
1,817
|
|
|
2
|
|
|
1,710
|
|
|
2,651
|
|
|
(1,317
|
)
|
|
4,881
|
|
|||||||
Total liabilities
|
2,506
|
|
|
21,304
|
|
|
5,640
|
|
|
11,699
|
|
|
28,093
|
|
|
(34,875
|
)
|
|
34,367
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total AerCap Holdings N.V. shareholders’ equity
|
9,315
|
|
|
9,339
|
|
|
3,887
|
|
|
11,634
|
|
|
4,123
|
|
|
(28,983
|
)
|
|
9,315
|
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
(11
|
)
|
|
—
|
|
|
67
|
|
|||||||
Total Equity
|
9,315
|
|
|
9,339
|
|
|
3,887
|
|
|
11,712
|
|
|
4,112
|
|
|
(28,983
|
)
|
|
9,382
|
|
|||||||
Total Liabilities and Equity
|
$
|
11,821
|
|
|
$
|
30,643
|
|
|
$
|
9,527
|
|
|
$
|
23,411
|
|
|
$
|
32,205
|
|
|
$
|
(63,858
|
)
|
|
$
|
43,749
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
December 31, 2018
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
318
|
|
|
$
|
6
|
|
|
$
|
737
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
1,204
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
210
|
|
|
—
|
|
|
211
|
|
|||||||
Flight equipment held for operating leases, net
|
—
|
|
|
9,455
|
|
|
—
|
|
|
3,317
|
|
|
22,280
|
|
|
—
|
|
|
35,052
|
|
|||||||
Maintenance rights and lease premium, net
|
—
|
|
|
569
|
|
|
—
|
|
|
58
|
|
|
486
|
|
|
—
|
|
|
1,113
|
|
|||||||
Flight equipment held for sale
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
184
|
|
|||||||
Net investment in finance and sales-type leases
|
—
|
|
|
494
|
|
|
—
|
|
|
63
|
|
|
446
|
|
|
—
|
|
|
1,003
|
|
|||||||
Prepayments on flight equipment
|
—
|
|
|
1,338
|
|
|
—
|
|
|
5
|
|
|
1,682
|
|
|
—
|
|
|
3,025
|
|
|||||||
Investments including investments in subsidiaries
|
10,495
|
|
|
1,336
|
|
|
8,774
|
|
|
5,948
|
|
|
133
|
|
|
(26,553
|
)
|
|
133
|
|
|||||||
Intercompany receivables
|
130
|
|
|
17,305
|
|
|
67
|
|
|
12,325
|
|
|
5,375
|
|
|
(35,202
|
)
|
|
—
|
|
|||||||
Other assets
|
79
|
|
|
482
|
|
|
101
|
|
|
351
|
|
|
271
|
|
|
—
|
|
|
1,284
|
|
|||||||
Total Assets
|
$
|
10,707
|
|
|
$
|
31,323
|
|
|
$
|
8,948
|
|
|
$
|
22,805
|
|
|
$
|
31,181
|
|
|
$
|
(61,755
|
)
|
|
$
|
43,209
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt
|
$
|
—
|
|
|
$
|
17,257
|
|
|
$
|
808
|
|
|
$
|
8
|
|
|
$
|
11,435
|
|
|
$
|
—
|
|
|
$
|
29,508
|
|
Intercompany payables
|
1,873
|
|
|
3,480
|
|
|
4,604
|
|
|
11,477
|
|
|
13,768
|
|
|
(35,202
|
)
|
|
—
|
|
|||||||
Other liabilities
|
6
|
|
|
1,791
|
|
|
2
|
|
|
688
|
|
|
2,333
|
|
|
—
|
|
|
4,820
|
|
|||||||
Total liabilities
|
1,879
|
|
|
22,528
|
|
|
5,414
|
|
|
12,173
|
|
|
27,536
|
|
|
(35,202
|
)
|
|
34,328
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total AerCap Holdings N.V. shareholders’ equity
|
8,828
|
|
|
8,795
|
|
|
3,534
|
|
|
10,565
|
|
|
3,659
|
|
|
(26,553
|
)
|
|
8,828
|
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
(14
|
)
|
|
—
|
|
|
53
|
|
|||||||
Total Equity
|
8,828
|
|
|
8,795
|
|
|
3,534
|
|
|
10,632
|
|
|
3,645
|
|
|
(26,553
|
)
|
|
8,881
|
|
|||||||
Total Liabilities and Equity
|
$
|
10,707
|
|
|
$
|
31,323
|
|
|
$
|
8,948
|
|
|
$
|
22,805
|
|
|
$
|
31,181
|
|
|
$
|
(61,755
|
)
|
|
$
|
43,209
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease revenue
|
$
|
—
|
|
|
$
|
1,270
|
|
|
$
|
—
|
|
|
$
|
439
|
|
|
$
|
2,973
|
|
|
$
|
—
|
|
|
$
|
4,682
|
|
Net gain on sale of assets
|
—
|
|
|
70
|
|
|
—
|
|
|
11
|
|
|
108
|
|
|
—
|
|
|
189
|
|
|||||||
Other income (loss)
|
69
|
|
|
739
|
|
|
2
|
|
|
629
|
|
|
239
|
|
|
(1,612
|
)
|
|
66
|
|
|||||||
Total Revenues and other income
|
69
|
|
|
2,079
|
|
|
2
|
|
|
1,079
|
|
|
3,320
|
|
|
(1,612
|
)
|
|
4,937
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
—
|
|
|
452
|
|
|
—
|
|
|
182
|
|
|
1,042
|
|
|
—
|
|
|
1,676
|
|
|||||||
Asset impairment
|
—
|
|
|
19
|
|
|
—
|
|
|
15
|
|
|
36
|
|
|
—
|
|
|
70
|
|
|||||||
Interest expense
|
10
|
|
|
884
|
|
|
224
|
|
|
405
|
|
|
1,107
|
|
|
(1,335
|
)
|
|
1,295
|
|
|||||||
Leasing expenses
|
—
|
|
|
108
|
|
|
—
|
|
|
55
|
|
|
125
|
|
|
—
|
|
|
288
|
|
|||||||
Selling, general and administrative expenses
|
63
|
|
|
74
|
|
|
—
|
|
|
140
|
|
|
267
|
|
|
(277
|
)
|
|
267
|
|
|||||||
Total Expenses
|
73
|
|
|
1,537
|
|
|
224
|
|
|
797
|
|
|
2,577
|
|
|
(1,612
|
)
|
|
3,596
|
|
|||||||
(Loss) income before income taxes and income of investments accounted for under the equity method
|
(4
|
)
|
|
542
|
|
|
(222
|
)
|
|
282
|
|
|
743
|
|
|
—
|
|
|
1,341
|
|
|||||||
Provision for income taxes
|
1
|
|
|
(68
|
)
|
|
28
|
|
|
(40
|
)
|
|
(89
|
)
|
|
—
|
|
|
(168
|
)
|
|||||||
Equity in net earnings of investments accounted for under the equity method
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Net (loss) income before income from subsidiaries
|
(3
|
)
|
|
474
|
|
|
(194
|
)
|
|
242
|
|
|
648
|
|
|
—
|
|
|
1,167
|
|
|||||||
Income (loss) from subsidiaries
|
1,149
|
|
|
68
|
|
|
542
|
|
|
996
|
|
|
(912
|
)
|
|
(1,843
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
$
|
1,146
|
|
|
$
|
542
|
|
|
$
|
348
|
|
|
$
|
1,238
|
|
|
$
|
(264
|
)
|
|
$
|
(1,843
|
)
|
|
$
|
1,167
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
|||||||
Net income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,146
|
|
|
$
|
542
|
|
|
$
|
348
|
|
|
$
|
1,221
|
|
|
$
|
(268
|
)
|
|
$
|
(1,843
|
)
|
|
$
|
1,146
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease revenue
|
$
|
—
|
|
|
$
|
1,499
|
|
|
$
|
—
|
|
|
$
|
289
|
|
|
$
|
2,749
|
|
|
$
|
—
|
|
|
$
|
4,537
|
|
Net gain on sale of assets
|
—
|
|
|
53
|
|
|
—
|
|
|
18
|
|
|
130
|
|
|
—
|
|
|
201
|
|
|||||||
Other income (loss)
|
63
|
|
|
648
|
|
|
3
|
|
|
719
|
|
|
275
|
|
|
(1,646
|
)
|
|
62
|
|
|||||||
Total Revenues and other income
|
63
|
|
|
2,200
|
|
|
3
|
|
|
1,026
|
|
|
3,154
|
|
|
(1,646
|
)
|
|
4,800
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
—
|
|
|
563
|
|
|
—
|
|
|
130
|
|
|
986
|
|
|
—
|
|
|
1,679
|
|
|||||||
Asset impairment
|
—
|
|
|
4
|
|
|
—
|
|
|
9
|
|
|
31
|
|
|
—
|
|
|
44
|
|
|||||||
Interest expense
|
—
|
|
|
886
|
|
|
169
|
|
|
290
|
|
|
1,183
|
|
|
(1,354
|
)
|
|
1,174
|
|
|||||||
Leasing expenses
|
—
|
|
|
112
|
|
|
—
|
|
|
50
|
|
|
285
|
|
|
—
|
|
|
447
|
|
|||||||
Selling, general and administrative expenses
|
80
|
|
|
100
|
|
|
—
|
|
|
139
|
|
|
278
|
|
|
(292
|
)
|
|
305
|
|
|||||||
Total Expenses
|
80
|
|
|
1,665
|
|
|
169
|
|
|
618
|
|
|
2,763
|
|
|
(1,646
|
)
|
|
3,649
|
|
|||||||
(Loss) income before income taxes and income of investments accounted for under the equity method
|
(17
|
)
|
|
535
|
|
|
(166
|
)
|
|
408
|
|
|
391
|
|
|
—
|
|
|
1,151
|
|
|||||||
Provision for income taxes
|
2
|
|
|
(67
|
)
|
|
21
|
|
|
(54
|
)
|
|
(47
|
)
|
|
—
|
|
|
(145
|
)
|
|||||||
Equity in net earnings of investments accounted for under the equity method
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||||
Net (loss) income before income from subsidiaries
|
(15
|
)
|
|
468
|
|
|
(145
|
)
|
|
354
|
|
|
355
|
|
|
—
|
|
|
1,017
|
|
|||||||
Income (loss) from subsidiaries
|
1,031
|
|
|
256
|
|
|
724
|
|
|
692
|
|
|
(718
|
)
|
|
(1,985
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
$
|
1,016
|
|
|
$
|
724
|
|
|
$
|
579
|
|
|
$
|
1,046
|
|
|
$
|
(363
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
1,017
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Net income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,016
|
|
|
$
|
724
|
|
|
$
|
579
|
|
|
$
|
1,046
|
|
|
$
|
(364
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
1,016
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease revenue
|
$
|
—
|
|
|
$
|
1,671
|
|
|
$
|
—
|
|
|
$
|
214
|
|
|
$
|
2,829
|
|
|
$
|
—
|
|
|
$
|
4,714
|
|
Net gain on sale of assets
|
—
|
|
|
113
|
|
|
—
|
|
|
20
|
|
|
96
|
|
|
—
|
|
|
229
|
|
|||||||
Other income (loss)
|
49
|
|
|
672
|
|
|
4
|
|
|
577
|
|
|
409
|
|
|
(1,617
|
)
|
|
94
|
|
|||||||
Total Revenues and other income
|
49
|
|
|
2,456
|
|
|
4
|
|
|
811
|
|
|
3,334
|
|
|
(1,617
|
)
|
|
5,037
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
—
|
|
|
630
|
|
|
—
|
|
|
87
|
|
|
1,010
|
|
|
—
|
|
|
1,727
|
|
|||||||
Asset impairment
|
—
|
|
|
9
|
|
|
—
|
|
|
3
|
|
|
49
|
|
|
—
|
|
|
61
|
|
|||||||
Interest expense
|
—
|
|
|
759
|
|
|
176
|
|
|
410
|
|
|
1,108
|
|
|
(1,341
|
)
|
|
1,112
|
|
|||||||
Leasing expenses
|
—
|
|
|
258
|
|
|
—
|
|
|
30
|
|
|
250
|
|
|
—
|
|
|
538
|
|
|||||||
Restructuring related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||||
Selling, general and administrative expenses
|
97
|
|
|
105
|
|
|
—
|
|
|
135
|
|
|
287
|
|
|
(276
|
)
|
|
348
|
|
|||||||
Total Expenses
|
97
|
|
|
1,761
|
|
|
176
|
|
|
665
|
|
|
2,719
|
|
|
(1,617
|
)
|
|
3,801
|
|
|||||||
(Loss) income before income taxes and income of investments accounted for under the equity method
|
(48
|
)
|
|
695
|
|
|
(172
|
)
|
|
146
|
|
|
615
|
|
|
—
|
|
|
1,236
|
|
|||||||
Provision for income taxes
|
6
|
|
|
(87
|
)
|
|
21
|
|
|
(33
|
)
|
|
(72
|
)
|
|
—
|
|
|
(165
|
)
|
|||||||
Equity in net earnings of investments accounted for under the equity method
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||||
Net (loss) income before income from subsidiaries
|
(42
|
)
|
|
608
|
|
|
(151
|
)
|
|
113
|
|
|
552
|
|
|
—
|
|
|
1,080
|
|
|||||||
Income (loss) from subsidiaries
|
1,118
|
|
|
167
|
|
|
774
|
|
|
831
|
|
|
(901
|
)
|
|
(1,989
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
$
|
1,076
|
|
|
$
|
775
|
|
|
$
|
623
|
|
|
$
|
944
|
|
|
$
|
(349
|
)
|
|
$
|
(1,989
|
)
|
|
$
|
1,080
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Net income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,076
|
|
|
$
|
775
|
|
|
$
|
623
|
|
|
$
|
944
|
|
|
$
|
(353
|
)
|
|
$
|
(1,989
|
)
|
|
$
|
1,076
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,146
|
|
|
$
|
542
|
|
|
$
|
348
|
|
|
$
|
1,238
|
|
|
$
|
(264
|
)
|
|
$
|
(1,843
|
)
|
|
$
|
1,167
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(6
|
)
|
|
—
|
|
|
(90
|
)
|
|||||||
Actuarial loss on pension obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(6
|
)
|
|
—
|
|
|
(92
|
)
|
|||||||
Comprehensive income (loss)
|
1,146
|
|
|
542
|
|
|
348
|
|
|
1,152
|
|
|
(270
|
)
|
|
(1,843
|
)
|
|
1,075
|
|
|||||||
Comprehensive income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
|||||||
Total comprehensive income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,146
|
|
|
$
|
542
|
|
|
$
|
348
|
|
|
$
|
1,135
|
|
|
$
|
(274
|
)
|
|
$
|
(1,843
|
)
|
|
$
|
1,054
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,016
|
|
|
$
|
724
|
|
|
$
|
579
|
|
|
$
|
1,046
|
|
|
$
|
(363
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
1,017
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||||
Actuarial loss on pension obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||||
Comprehensive income (loss)
|
1,016
|
|
|
724
|
|
|
579
|
|
|
1,030
|
|
|
(363
|
)
|
|
(1,985
|
)
|
|
1,001
|
|
|||||||
Comprehensive income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Total comprehensive income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,016
|
|
|
$
|
724
|
|
|
$
|
579
|
|
|
$
|
1,030
|
|
|
$
|
(364
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
1,000
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,076
|
|
|
$
|
775
|
|
|
$
|
623
|
|
|
$
|
944
|
|
|
$
|
(349
|
)
|
|
$
|
(1,989
|
)
|
|
$
|
1,080
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
2
|
|
|
—
|
|
|
15
|
|
|||||||
Actuarial gain on pension obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Total other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
3
|
|
|
—
|
|
|
16
|
|
|||||||
Comprehensive income (loss)
|
1,076
|
|
|
775
|
|
|
623
|
|
|
957
|
|
|
(346
|
)
|
|
(1,989
|
)
|
|
1,096
|
|
|||||||
Comprehensive income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Total comprehensive income (loss) attributable to AerCap Holdings N.V.
|
$
|
1,076
|
|
|
$
|
775
|
|
|
$
|
623
|
|
|
$
|
957
|
|
|
$
|
(350
|
)
|
|
$
|
(1,989
|
)
|
|
$
|
1,092
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,146
|
|
|
$
|
542
|
|
|
$
|
348
|
|
|
$
|
1,238
|
|
|
$
|
(264
|
)
|
|
$
|
(1,843
|
)
|
|
$
|
1,167
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Income) loss from subsidiaries
|
(1,149
|
)
|
|
(68
|
)
|
|
(542
|
)
|
|
(996
|
)
|
|
912
|
|
|
1,843
|
|
|
—
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
452
|
|
|
—
|
|
|
182
|
|
|
1,042
|
|
|
—
|
|
|
1,676
|
|
|||||||
Asset impairment
|
—
|
|
|
19
|
|
|
—
|
|
|
15
|
|
|
36
|
|
|
—
|
|
|
70
|
|
|||||||
Amortization of debt issuance costs, debt discount, debt premium and lease premium
|
—
|
|
|
18
|
|
|
5
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
80
|
|
|||||||
Amortization of fair value adjustments on debt
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(79
|
)
|
|||||||
Maintenance rights write-off
|
—
|
|
|
132
|
|
|
—
|
|
|
37
|
|
|
76
|
|
|
—
|
|
|
245
|
|
|||||||
Maintenance liability release to income
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(40
|
)
|
|
(77
|
)
|
|
—
|
|
|
(208
|
)
|
|||||||
Net gain on sale of assets
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(11
|
)
|
|
(108
|
)
|
|
—
|
|
|
(189
|
)
|
|||||||
Deferred income taxes
|
(1
|
)
|
|
70
|
|
|
(27
|
)
|
|
39
|
|
|
81
|
|
|
—
|
|
|
162
|
|
|||||||
Collections of finance and sales-type leases
|
—
|
|
|
41
|
|
|
—
|
|
|
24
|
|
|
33
|
|
|
—
|
|
|
98
|
|
|||||||
Other
|
33
|
|
|
24
|
|
|
—
|
|
|
35
|
|
|
74
|
|
|
—
|
|
|
166
|
|
|||||||
Cash flow from operating activities before changes in working capital
|
29
|
|
|
991
|
|
|
(216
|
)
|
|
523
|
|
|
1,861
|
|
|
—
|
|
|
3,188
|
|
|||||||
Working capital
|
(129
|
)
|
|
(50
|
)
|
|
(470
|
)
|
|
(198
|
)
|
|
765
|
|
|
—
|
|
|
(82
|
)
|
|||||||
Net cash (used in) provided by operating activities
|
(100
|
)
|
|
941
|
|
|
(686
|
)
|
|
325
|
|
|
2,626
|
|
|
—
|
|
|
3,106
|
|
|||||||
Purchase of flight equipment
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
(584
|
)
|
|
(1,740
|
)
|
|
—
|
|
|
(3,359
|
)
|
|||||||
Proceeds from sale or disposal of assets
|
—
|
|
|
587
|
|
|
—
|
|
|
268
|
|
|
918
|
|
|
—
|
|
|
1,773
|
|
|||||||
Prepayments on flight equipment
|
—
|
|
|
(560
|
)
|
|
—
|
|
|
(1
|
)
|
|
(808
|
)
|
|
—
|
|
|
(1,369
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net cash used in investing activities
|
—
|
|
|
(1,008
|
)
|
|
—
|
|
|
(317
|
)
|
|
(1,630
|
)
|
|
—
|
|
|
(2,955
|
)
|
|||||||
Issuance of debt
|
750
|
|
|
2,866
|
|
|
698
|
|
|
4
|
|
|
2,221
|
|
|
—
|
|
|
6,539
|
|
|||||||
Repayment of debt
|
—
|
|
|
(3,102
|
)
|
|
—
|
|
|
(8
|
)
|
|
(3,394
|
)
|
|
—
|
|
|
(6,504
|
)
|
|||||||
Debt issuance costs paid, net of debt premium received
|
(10
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(37
|
)
|
|||||||
Maintenance payments received
|
—
|
|
|
215
|
|
|
—
|
|
|
104
|
|
|
417
|
|
|
—
|
|
|
736
|
|
|||||||
Maintenance payments returned
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
(45
|
)
|
|
(218
|
)
|
|
—
|
|
|
(352
|
)
|
|||||||
Security deposits received
|
—
|
|
|
100
|
|
|
1
|
|
|
56
|
|
|
75
|
|
|
—
|
|
|
232
|
|
|||||||
Security deposits returned
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(32
|
)
|
|
(117
|
)
|
|
—
|
|
|
(233
|
)
|
|||||||
Dividend paid to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Repurchase of shares and tax withholdings on share-based compensation
|
(640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
100
|
|
|
(97
|
)
|
|
690
|
|
|
79
|
|
|
(1,037
|
)
|
|
—
|
|
|
(265
|
)
|
|||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(164
|
)
|
|
4
|
|
|
87
|
|
|
(41
|
)
|
|
—
|
|
|
(114
|
)
|
|||||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Cash, cash equivalents and restricted cash at beginning of period
|
3
|
|
|
318
|
|
|
6
|
|
|
738
|
|
|
350
|
|
|
—
|
|
|
1,415
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
3
|
|
|
$
|
154
|
|
|
$
|
10
|
|
|
$
|
824
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
1,300
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,016
|
|
|
$
|
724
|
|
|
$
|
579
|
|
|
$
|
1,046
|
|
|
$
|
(363
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
1,017
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Income) loss from subsidiaries
|
(1,031
|
)
|
|
(256
|
)
|
|
(724
|
)
|
|
(692
|
)
|
|
718
|
|
|
1,985
|
|
|
—
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
563
|
|
|
—
|
|
|
130
|
|
|
986
|
|
|
—
|
|
|
1,679
|
|
|||||||
Asset impairment
|
—
|
|
|
4
|
|
|
—
|
|
|
9
|
|
|
31
|
|
|
—
|
|
|
44
|
|
|||||||
Amortization of debt issuance costs, debt discount, debt premium and lease premium
|
—
|
|
|
20
|
|
|
5
|
|
|
2
|
|
|
49
|
|
|
—
|
|
|
76
|
|
|||||||
Amortization of fair value adjustments on debt
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(143
|
)
|
|||||||
Maintenance rights write-off
|
—
|
|
|
118
|
|
|
—
|
|
|
18
|
|
|
151
|
|
|
—
|
|
|
287
|
|
|||||||
Maintenance liability release to income
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(33
|
)
|
|
(136
|
)
|
|
—
|
|
|
(228
|
)
|
|||||||
Net gain on sale of assets
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(18
|
)
|
|
(130
|
)
|
|
—
|
|
|
(201
|
)
|
|||||||
Deferred income taxes
|
(2
|
)
|
|
65
|
|
|
(21
|
)
|
|
54
|
|
|
52
|
|
|
—
|
|
|
148
|
|
|||||||
Other
|
52
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
48
|
|
|
—
|
|
|
156
|
|
|||||||
Cash flow from operating activities before changes in working capital
|
35
|
|
|
984
|
|
|
(161
|
)
|
|
572
|
|
|
1,405
|
|
|
—
|
|
|
2,835
|
|
|||||||
Working capital
|
781
|
|
|
(228
|
)
|
|
(255
|
)
|
|
(231
|
)
|
|
(62
|
)
|
|
—
|
|
|
5
|
|
|||||||
Net cash provided by (used in) operating activities
|
816
|
|
|
756
|
|
|
(416
|
)
|
|
341
|
|
|
1,343
|
|
|
—
|
|
|
2,840
|
|
|||||||
Purchase of flight equipment
|
—
|
|
|
(1,228
|
)
|
|
—
|
|
|
(1,217
|
)
|
|
(1,591
|
)
|
|
—
|
|
|
(4,036
|
)
|
|||||||
Proceeds from sale or disposal of assets
|
—
|
|
|
759
|
|
|
—
|
|
|
245
|
|
|
819
|
|
|
—
|
|
|
1,823
|
|
|||||||
Prepayments on flight equipment
|
—
|
|
|
(610
|
)
|
|
—
|
|
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|
(1,913
|
)
|
|||||||
Collections of finance and sales-type leases
|
—
|
|
|
36
|
|
|
—
|
|
|
20
|
|
|
39
|
|
|
—
|
|
|
95
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
(1,043
|
)
|
|
—
|
|
|
(952
|
)
|
|
(2,058
|
)
|
|
—
|
|
|
(4,053
|
)
|
|||||||
Issuance of debt
|
—
|
|
|
2,383
|
|
|
510
|
|
|
36
|
|
|
2,661
|
|
|
—
|
|
|
5,590
|
|
|||||||
Repayment of debt
|
—
|
|
|
(2,046
|
)
|
|
(100
|
)
|
|
(17
|
)
|
|
(2,198
|
)
|
|
—
|
|
|
(4,361
|
)
|
|||||||
Debt issuance costs paid, net of debt premium received
|
—
|
|
|
(21
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(34
|
)
|
|
—
|
|
|
(58
|
)
|
|||||||
Maintenance payments received
|
—
|
|
|
245
|
|
|
—
|
|
|
86
|
|
|
412
|
|
|
—
|
|
|
743
|
|
|||||||
Maintenance payments returned
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(15
|
)
|
|
(283
|
)
|
|
—
|
|
|
(459
|
)
|
|||||||
Security deposits received
|
—
|
|
|
63
|
|
|
—
|
|
|
58
|
|
|
87
|
|
|
—
|
|
|
208
|
|
|||||||
Security deposits returned
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(39
|
)
|
|
(102
|
)
|
|
—
|
|
|
(221
|
)
|
|||||||
Dividend paid to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Repurchase of shares and tax withholdings on share-based compensation
|
(834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(834
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(834
|
)
|
|
383
|
|
|
408
|
|
|
108
|
|
|
535
|
|
|
—
|
|
|
600
|
|
|||||||
Net (decrease) increase in cash and cash equivalents
|
(18
|
)
|
|
96
|
|
|
(8
|
)
|
|
(503
|
)
|
|
(180
|
)
|
|
—
|
|
|
(613
|
)
|
|||||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Cash, cash equivalents and restricted cash at beginning of period
|
21
|
|
|
222
|
|
|
14
|
|
|
1,237
|
|
|
530
|
|
|
—
|
|
|
2,024
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
3
|
|
|
$
|
318
|
|
|
$
|
6
|
|
|
$
|
738
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
1,415
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
AerCap
Holdings N.V. |
|
AerCap
Global Aviation Trust (a) |
|
AerCap
Ireland Capital Designated Activity Company (a) |
|
Guarantors (a)
|
|
Non-
Guarantors |
|
Eliminations
|
|
Total
|
||||||||||||||
|
(U.S. Dollars in millions)
|
||||||||||||||||||||||||||
Net income (loss)
|
$
|
1,076
|
|
|
$
|
775
|
|
|
$
|
623
|
|
|
$
|
944
|
|
|
$
|
(349
|
)
|
|
$
|
(1,989
|
)
|
|
$
|
1,080
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Income) loss from subsidiaries
|
(1,118
|
)
|
|
(167
|
)
|
|
(774
|
)
|
|
(831
|
)
|
|
901
|
|
|
1,989
|
|
|
—
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
630
|
|
|
—
|
|
|
87
|
|
|
1,010
|
|
|
—
|
|
|
1,727
|
|
|||||||
Asset impairment
|
—
|
|
|
9
|
|
|
—
|
|
|
3
|
|
|
49
|
|
|
—
|
|
|
61
|
|
|||||||
Amortization of debt issuance costs, debt discount, debt premium and lease premium
|
—
|
|
|
18
|
|
|
5
|
|
|
5
|
|
|
51
|
|
|
—
|
|
|
79
|
|
|||||||
Amortization of fair value adjustments on debt
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(195
|
)
|
|||||||
Maintenance rights write-off
|
—
|
|
|
282
|
|
|
—
|
|
|
13
|
|
|
245
|
|
|
—
|
|
|
540
|
|
|||||||
Maintenance liability release to income
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(23
|
)
|
|
(179
|
)
|
|
—
|
|
|
(302
|
)
|
|||||||
Net gain on sale of assets
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(20
|
)
|
|
(96
|
)
|
|
—
|
|
|
(229
|
)
|
|||||||
Deferred income taxes
|
(7
|
)
|
|
87
|
|
|
(19
|
)
|
|
35
|
|
|
61
|
|
|
—
|
|
|
157
|
|
|||||||
Restructuring related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Other
|
62
|
|
|
25
|
|
|
—
|
|
|
46
|
|
|
19
|
|
|
—
|
|
|
152
|
|
|||||||
Cash flow from operating activities before changes in working capital
|
13
|
|
|
1,254
|
|
|
(165
|
)
|
|
259
|
|
|
1,714
|
|
|
—
|
|
|
3,075
|
|
|||||||
Working capital
|
1,143
|
|
|
(163
|
)
|
|
(272
|
)
|
|
693
|
|
|
(1,336
|
)
|
|
—
|
|
|
65
|
|
|||||||
Net cash provided by (used in) operating activities
|
1,156
|
|
|
1,091
|
|
|
(437
|
)
|
|
952
|
|
|
378
|
|
|
—
|
|
|
3,140
|
|
|||||||
Purchase of flight equipment
|
—
|
|
|
(1,685
|
)
|
|
—
|
|
|
(549
|
)
|
|
(1,723
|
)
|
|
—
|
|
|
(3,957
|
)
|
|||||||
Proceeds from sale or disposal of assets
|
—
|
|
|
893
|
|
|
—
|
|
|
137
|
|
|
749
|
|
|
—
|
|
|
1,779
|
|
|||||||
Prepayments on flight equipment
|
—
|
|
|
(936
|
)
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
(1,268
|
)
|
|||||||
Collections of finance and sales-type leases
|
—
|
|
|
49
|
|
|
—
|
|
|
33
|
|
|
10
|
|
|
—
|
|
|
92
|
|
|||||||
Other
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(38
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
(1,715
|
)
|
|
—
|
|
|
(379
|
)
|
|
(1,298
|
)
|
|
—
|
|
|
(3,392
|
)
|
|||||||
Issuance of debt
|
—
|
|
|
2,431
|
|
|
400
|
|
|
—
|
|
|
2,765
|
|
|
—
|
|
|
5,596
|
|
|||||||
Repayment of debt
|
—
|
|
|
(2,400
|
)
|
|
—
|
|
|
(317
|
)
|
|
(1,978
|
)
|
|
—
|
|
|
(4,695
|
)
|
|||||||
Debt issuance costs paid
|
—
|
|
|
(28
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(37
|
)
|
|
—
|
|
|
(81
|
)
|
|||||||
Maintenance payments received
|
—
|
|
|
251
|
|
|
—
|
|
|
65
|
|
|
440
|
|
|
—
|
|
|
756
|
|
|||||||
Maintenance payments returned
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(40
|
)
|
|
(267
|
)
|
|
—
|
|
|
(523
|
)
|
|||||||
Security deposits received
|
—
|
|
|
58
|
|
|
—
|
|
|
30
|
|
|
98
|
|
|
—
|
|
|
186
|
|
|||||||
Security deposits returned
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(11
|
)
|
|
(98
|
)
|
|
—
|
|
|
(188
|
)
|
|||||||
Repurchase of shares and tax withholdings on share-based compensation
|
(1,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,139
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(1,139
|
)
|
|
17
|
|
|
387
|
|
|
(276
|
)
|
|
923
|
|
|
—
|
|
|
(88
|
)
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
17
|
|
|
(607
|
)
|
|
(50
|
)
|
|
297
|
|
|
3
|
|
|
—
|
|
|
(340
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
4
|
|
|
829
|
|
|
64
|
|
|
940
|
|
|
527
|
|
|
—
|
|
|
2,364
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
21
|
|
|
$
|
222
|
|
|
$
|
14
|
|
|
$
|
1,237
|
|
|
$
|
530
|
|
|
$
|
—
|
|
|
$
|
2,024
|
|
|
(a)
|
Guarantors consist of AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC. AerCap Global Aviation Trust and AerCap Ireland Capital Designated Activity Company, which are presented separately as co-issuers of the AGAT/AICDC Notes, are guarantors of the Junior Subordinated Notes.
|
SECTION 1.
|
CERTAIN DEFINITIONS 1
|
Section 1.1.
|
Terms Generally 1
|
Section 1.2.
|
Specific Terms 1
|
Section 1.3.
|
Divisions 24
|
SECTION 2.
|
COMMITTED LOANS AND COMMITTED NOTES 24
|
Section 2.1.
|
Agreement to Make Committed Loans 24
|
Section 2.2.
|
Procedure for Committed Loans 24
|
Section 2.3.
|
Maturity of Committed Loans 25
|
Section 2.4.
|
Optional Conversion or Continuation of Committed Loans 26
|
SECTION 3.
|
INTEREST AND FEES 26
|
Section 3.1.
|
Interest Rates 26
|
Section 3.2.
|
Interest Payment Dates 27
|
Section 3.3.
|
Setting and Notice of Committed Loan Rates 27
|
Section 3.4.
|
Commitment Fee 27
|
Section 3.5.
|
Agent’s Fees 28
|
Section 3.6.
|
Computation of Interest and Fees 28
|
SECTION 4.
|
REDUCTION OR TERMINATION OF THE COMMITMENTS; PREPAYMENTS; DEFAULTING LENDERS; INCREASE OF COMMITMENTS 28
|
Section 4.1.
|
Voluntary Termination or Reduction of the Commitments 28
|
Section 4.2.
|
Voluntary Prepayments 29
|
Section 4.3.
|
Defaulting Lenders 29
|
Section 4.4.
|
Increase of Commitments 30
|
SECTION 5.
|
MAKING AND PRORATION OF PAYMENTS; SET‑OFF; TAXES 32
|
Section 5.1.
|
Making of Payments 32
|
Section 5.2.
|
Pro Rata Treatment; Sharing 32
|
Section 5.3.
|
Set-off 32
|
Section 5.4.
|
Taxes 33
|
SECTION 6.
|
INCREASED COSTS AND SPECIAL PROVISIONS FOR LIBOR RATE LOANS 35
|
Section 6.1.
|
Increased Costs 35
|
Section 6.2.
|
Basis for Determining Interest Rate Inadequate or Unfair 37
|
Section 6.3.
|
Changes in Law Rendering Certain Loans Unlawful 38
|
Section 6.4.
|
Funding Losses 39
|
Section 6.5.
|
Discretion of Lenders as to Manner of Funding 39
|
Section 6.6.
|
Conclusiveness of Statements; Survival of Provisions 39
|
SECTION 7.
|
REPRESENTATIONS AND WARRANTIES 39
|
Section 7.1.
|
Organization, etc. 39
|
Section 7.2.
|
Authorization; Consents; No Conflict 40
|
Section 7.3.
|
Validity and Binding Nature 40
|
Section 7.4.
|
Financial Statements 41
|
Section 7.5.
|
Litigation 41
|
Section 7.6.
|
Employee Benefit Plans 41
|
Section 7.7.
|
Investment Company Act 42
|
Section 7.8.
|
Regulation U 42
|
Section 7.9.
|
Disclosure 42
|
Section 7.10.
|
Compliance with Applicable Laws, etc. 42
|
Section 7.11.
|
Insurance 42
|
Section 7.12.
|
Taxes 43
|
Section 7.13.
|
Use of Proceeds 43
|
Section 7.14.
|
Pari Passu 43
|
Section 7.15.
|
OFAC, Etc. 43
|
SECTION 8.
|
COVENANTS 43
|
Section 8.1.
|
Reports, Certificates and Other Information 43
|
Section 8.2.
|
Existence 45
|
Section 8.3.
|
Nature of Business 46
|
Section 8.4.
|
Books, Records and Access 46
|
Section 8.5.
|
Insurance 46
|
Section 8.6.
|
Repair 46
|
Section 8.7.
|
Taxes 47
|
Section 8.8.
|
Compliance 47
|
Section 8.9.
|
Sale of Assets 47
|
Section 8.10.
|
Consolidated Indebtedness to Shareholder’s Equity 47
|
Section 8.11.
|
Interest Coverage Ratio 47
|
Section 8.12.
|
Unencumbered Assets 47
|
Section 8.13.
|
Restricted Payments 48
|
Section 8.14.
|
Liens 48
|
Section 8.15.
|
Use of Proceeds 50
|
Section 8.16.
|
Transactions with Affiliates 50
|
Section 8.17.
|
Limitation on Issuances of Guarantees of Indebtedness 52
|
Section 8.18.
|
[Reserved] 52
|
Section 8.19.
|
Subsidiary Guarantors 52
|
SECTION 9.
|
CONDITIONS TO LENDING 52
|
Section 9.1.
|
Conditions Precedent to All Committed Loans 52
|
Section 9.2.
|
Conditions to Effectiveness 53
|
SECTION 10.
|
EVENTS OF DEFAULT AND THEIR EFFECT 55
|
Section 10.1.
|
Events of Default 55
|
Section 10.2.
|
Effect of Event of Default 57
|
SECTION 11.
|
THE AGENT 57
|
Section 11.1.
|
Authorization and Authority 57
|
Section 11.2.
|
Agent Individually 57
|
Section 11.3.
|
Indemnification 58
|
Section 11.4.
|
Action on Instructions of the Required Lenders 59
|
Section 11.5.
|
Payments 59
|
Section 11.6.
|
Duties of Agent; Exculpatory Provisions 60
|
Section 11.7.
|
Reliance by Agent 61
|
Section 11.8.
|
Delegation of Duties 61
|
Section 11.9.
|
Resignation of Agent 62
|
Section 11.10.
|
Non-Reliance on Agent and Other Lenders 62
|
Section 11.11.
|
The Register; the Committed Notes 63
|
Section 11.12.
|
No Other Duties, etc. 64
|
Section 11.13.
|
Certain ERISA Matters. 64
|
SECTION 12.
|
GENERAL 65
|
Section 12.1.
|
Waiver; Amendments 65
|
Section 12.2.
|
Notices 66
|
Section 12.3.
|
Computations 68
|
Section 12.4.
|
Assignments; Participations 68
|
Section 12.5.
|
Costs, Expenses and Taxes 72
|
Section 12.6.
|
Confidentiality 73
|
Section 12.7.
|
Indemnification 74
|
Section 12.8.
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 74
|
Section 12.9.
|
Extension of Termination Dates; Removal of Lenders; Substitution of Lenders 75
|
Section 12.10.
|
Captions 77
|
Section 12.11.
|
Governing Law; Jurisdiction; Severability 77
|
Section 12.12.
|
Counterparts; Effectiveness 78
|
Section 12.13.
|
Further Assurances 78
|
Section 12.14.
|
Successors and Assigns 78
|
Section 12.15.
|
Judgment 78
|
Section 12.16.
|
Waiver of Jury Trial 79
|
Section 12.17.
|
No Fiduciary Relationship 79
|
Section 12.18.
|
USA Patriot Act 80
|
Section 12.19.
|
Existing Credit Agreement; Effect of Amendment and Restatement; 80
|
SECTION 13.
|
GUARANTEE 81
|
Section 13.1.
|
The Guarantee 81
|
Section 13.2.
|
Obligations Unconditional 82
|
Section 13.3.
|
Reinstatement 82
|
Section 13.4.
|
Subrogation 83
|
Section 13.5.
|
Remedies 83
|
Section 13.6.
|
Continuing Guarantee 83
|
Section 13.7.
|
Indemnity and Rights of Contribution 83
|
Section 13.8.
|
General Limitation on Guarantee Obligations 84
|
Section 13.9.
|
Releases 84
|
Schedule I
|
Schedule of Lenders
|
Schedule II
|
Fees and Margins
|
Schedule III
|
Address for Notices
|
Exhibit A
|
Form of Committed Loan Request
|
Exhibit B
|
Form of Committed Note
|
Exhibit C
|
Form of Compliance Certificate
|
Exhibit D
|
Form of Assignment and Assumption Agreement
|
Exhibit E
|
Form of Request for Extension of Termination Date
|
Exhibit F
|
Form of Guarantee Assumption Agreement
|
Exhibit G
|
Form of Secretary’s Certificate
|
Exhibit H-1
|
Form of Opinion of Special New York Counsel
|
Exhibit H-2
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Form of Opinion of Special Irish Counsel
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Exhibit H-3
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Form of Opinion of Special Dutch Counsel
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Exhibit H-4
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Form of Opinion of Special California Counsel
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Exhibit H-5
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Form of Opinion of Special Delaware Counsel
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SECTION 1.
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CERTAIN DEFINITIONS
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SECTION 2.
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COMMITTED LOANS AND COMMITTED NOTES
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SECTION 3.
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INTEREST AND FEES
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SECTION 4.
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REDUCTION OR TERMINATION OF THE COMMITMENTS; PREPAYMENTS; DEFAULTING LENDERS; INCREASE OF COMMITMENTS
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SECTION 5.
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MAKING AND PRORATION OF PAYMENTS; SET‑OFF; TAXES
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SECTION 6.
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INCREASED COSTS AND SPECIAL PROVISIONS FOR LIBOR RATE LOANS
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SECTION 7.
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REPRESENTATIONS AND WARRANTIES
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SECTION 8.
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COVENANTS
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SECTION 9.
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CONDITIONS TO LENDING
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SECTION 10.
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EVENTS OF DEFAULT AND THEIR EFFECT
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SECTION 11.
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THE AGENT
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SECTION 12.
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GENERAL
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SECTION 13.
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GUARANTEE
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By:
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/s/ Kenneth Ng
Name: Kenneth Ng Title: Attorney-in-Fact |
By:
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/s/ Kenneth Ng
Name: Kenneth Ng Title: Attorney-in-Fact |
By:
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/s/ Kenneth Ng
Name: Kenneth Ng Title: Attorney-in-Fact |
By:
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/s/ Kenneth Ng
Name: Kenneth Ng Title: Attorney-in-Fact |
By:
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/s/ Margaret Epstein
Name: Margaret Epstein Title: Vice President |
By:
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/s/ Kenneth Ng
As attorney of AERCAP IRELAND LIMITED |
By:
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/s/ Maureen Maroney
Name: Maureen Maroney Title: Vice President |
By:
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/s/ Donna DeMagistris
Name: Donna DeMagistris Title: Authorized Signatory |
By:
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/s/ Maureen Maroney
Name: Maureen Maroney Title: Vice President |
By:
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/s/ Chris Choi
Name: Chris Choi Title: Director |
By:
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/s/ M. Thomas
Name: M. Thomas Title: Director |
By:
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/s/ D. Edwards
Name: D. Edwardes Title: Director |
By:
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/s/ Craig Malloy
Name: Craig Malloy Title: Director |
By:
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/s/ Antoine Treguer
Name: Antoine Treguer Title: Director, Aviation Finance Group |
By:
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/s/ E. Dulcire
Name: E. Dulcire Title: |
By:
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/s/ François Martin
Name: François Martin Title: Senior Banker |
By:
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/s/ Julien Clamou
Name: Julien Clamou Title: Senior Banker |
By:
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/s/ Doreen Barr
Name: Doreen Barr Title: Authorized Signatory |
By:
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/s/ Komal Shah
Name: Komal Shah Title: Authorized Signatory |
By:
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/s/ Ming K. Chu
Name: Ming K. Chu Title: Director |
By:
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/s/ Virginia Cosenza
Name: Virginia Cosenza Title: Vice President |
By:
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/s/ Ryan Durkin
Name: Ryan Durkin Title: Authorized Signatory |
By:
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/s/ Christine Debu
Name: Christine Debu Title: Managing Director |
By:
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/s/ Diana Banciu
Name: Diana Banciu Title: Associate Director |
By:
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/s/ Cristina Caviness
Name: Cristina Caviness Title: Vice President |
By:
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/s/ Michael King
Name: Michael King Title: Authorized Signatory |
By:
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/s/ Michael King
Name: Michael King Title: Vice President |
By:
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/s/ H. Takase
Name: H. Takase Title: President |
By:
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/s/ K. Kuzuhara
Name: K. Kuzuhara Title: Managing Director |
By:
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/s/ Scott Umbs
Name: Scott Umbs Title: Authorized Signatory |
By:
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/s/ Francois Pannetier
Name: Francois Pannetier Title: Managing Director, Diversified Industries |
By:
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/s/ David Bennett
Name: David Bennett Title: Director |
By:
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/s/ Philip Bates
Name: Philip Bates Title: MD, European Credit Organization |
By:
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/s/ Pei-Lyn Hui
Name: Pei-Lyn Hui Title: Vice President |
By:
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/s/ William R. Eustis
Name: William R. Eustis Title: Managing Director |
•
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the sale or transfer of substantially all our business or assets;
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•
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the commencement or termination of certain major joint ventures and our participation as a general partner with full liability in a limited partnership (“commanditaire vennootschap”) or general partnership (“vennootschap onder firma”); and
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•
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the acquisition or disposal by us of a participating interest in a company’s share capital, the value of which amounts to at least one third of the value of our assets.
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•
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capital reduction;
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•
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exclusion or restriction of preemptive rights, or designation of the Board of Directors as the authorized corporate body for this purpose; and
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•
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legal merger or legal demerger within the meaning of Title 7 of Book 2 of the Dutch Civil Code.
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•
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the General Meeting of Shareholders has authorized our Board of Directors to acquire the ordinary shares, which authorization may be valid for no more than 18 months;
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•
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our equity, after deduction of the price of acquisition, is not less than the sum of the paid-in and called-up portion of the share capital and the reserves that the laws of the Netherlands or our Articles of Association require us to maintain; and
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•
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we would not hold after such purchase, or hold as pledgee, ordinary shares with an aggregate par value exceeding such part of our issued share capital as set by law from time to time.
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(1)
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declare or pay any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:
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(a)
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any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in the form of securities, warrants, options or other rights where such securities, or the securities issuable upon exercise of such warrants, options or other rights, are the same securities as that on which the distribution, dividend or comparable payment is being paid or are other Parity Claims or Junior Claims; and
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(b)
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any dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of rights, shares or other property under such plan, or the redemption or repurchase of any rights under such plan; and
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(c)
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any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors; or
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(2)
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repurchase or redeem any of its Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:
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(a)
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as a result of a reclassification of Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;
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(b)
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the exchange, redemption or conversion of any Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;
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(c)
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purchases, redemptions or other acquisitions of any Parity Claims or Junior Claims in connection with (i) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors, (ii) a dividend reinvestment or shareholder share purchase plan or (iii) the satisfaction of AerCap’s obligations pursuant to any contract outstanding at the beginning of the applicable Interest Period requiring such purchase, redemption or other acquisition;
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(d)
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the purchase of fractional interests in any Parity Claims or Junior Claims pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged; and
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(e)
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with the proceeds of a substantially contemporaneous sale of any Parity Claims or Junior Claims.
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(1)
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who are unsubordinated creditors;
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(2)
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whose claims are, or are expressed to be, subordinated (whether only in the event of a winding up in any applicable jurisdiction or otherwise) only to the claims of unsubordinated creditors; and
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(3)
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who are subordinated creditors, other than those whose claims are, or are expressed to rank, equally with, or junior to, the claims of holders of the Junior Subordinated Notes or the Guarantees, as the case may be.
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(I)
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in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving AerCap or AerCap’s assets; or
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(II)
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(a) in the event and during the continuation of any default in the payment of principal of or premium or interest on any Senior Claims of AerCap constituting indebtedness for borrowed money or any guarantee thereof (“AerCap Senior Debt”) beyond any applicable grace period, (b) in the event that any event of default not referred to in sub-clause (a) of this clause (II) with respect to any AerCap Senior Debt has occurred and is continuing, permitting the direct holders of that AerCap Senior Debt (or a trustee) to accelerate the maturity of that AerCap Senior Debt, whether or not the maturity is in fact accelerated (unless, in the case of either sub-clause (a) or (b), the payment default or event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded) or (c) in the event that any judicial proceeding is pending with respect to a payment default or event of default described in sub-clause (a) or (b).
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(1)
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any interest payments with respect to which AerCap has not exercised its right to forgo payment;
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(2)
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the applicable redemption price, plus accrued and unpaid interest for the then-current Interest Period to, but excluding the redemption date, with respect to any Junior Subordinated Notes called for redemption by AerCap; and
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(3)
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the principal amount of the Outstanding Junior Subordinated Notes at maturity.
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(1)
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(a)
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any sale, exchange, disposition or transfer (including through consolidation, amalgamation, merger or otherwise) of all or substantially all the assets of such Guarantor;
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(b)
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other than with respect to each Guarantor that is a party to the Indenture on the date of the Indenture, the release, discharge or termination of the Guarantee by such Guarantor that resulted in the obligation of such Guarantor to guarantee the Junior Subordinated Notes, except a release, discharge or termination by or as a result of payment under such Guarantee;
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(c)
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the consolidation, amalgamation or merger of any Guarantor with and into AerCap or another Guarantor that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to AerCap or another Guarantor; or
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(d)
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AerCap exercising its legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or AerCap’s obligations under the Indenture being discharged as described under “Satisfaction and Discharge”; and
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(2)
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if evidence of such release and discharge is requested to be executed by the Trustee, AerCap delivering, or causing to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and to the execution of such evidence by the Trustee have been complied with.
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(1)
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any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction, but other than a connection arising from the acquisition, ownership or holding of such Junior Subordinated Note or the receipt of any payment in respect thereof, including, where applicable, under the relevant Guarantee);
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(2)
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any estate, inheritance, gift, sales, value added, excise, transfer, personal property tax or similar tax, assessment or governmental charge;
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(3)
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any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes to comply with a timely request in writing of AerCap or the qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) addressed to the holder or beneficial owner, as the case may be (such request being made at a time that would enable such holder or beneficial owner acting reasonably to comply with that request), to provide information, a declaration or tax form concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request under applicable law, regulation or administrative practice would have reduced or eliminated such Taxes with respect to such holder or beneficial owner, as applicable;
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(4)
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any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes
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(a)
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to complete and deliver to a qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) a validly completed Non-Resident Form V2A, Non-Resident Form V2B, or Non-Resident Form V2C, as relevant for such holder or beneficial owner, or any successor form prescribed by the Irish Revenue Commissioners, or
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(b)
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to comply with such alternative procedures as may be prescribed by applicable law (including any Revenue concession or confirmation issued by the Irish Revenue Commissioners) in effect at the time of the applicable payment,
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(5)
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any Taxes that are payable other than by deduction or withholding from a payment of the principal of, premium, if any, or interest, if any, on the Junior Subordinated Notes;
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(6)
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any Taxes that are required to be deducted or withheld on a payment that are required to be made pursuant to Council Directive 2014/107/EU (“DAC2”) or any law implementing or complying with, or introduced in order to conform to, such Directive;
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(7)
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as of January 1, 2021, any Taxes withheld or deducted pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) (a tax which applies to interest payments made to affiliated entities in a low-taxed country); or
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(8)
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any Taxes withheld or deducted pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any U.S. Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements or treaties (including any law implementing any such agreement or treaty) entered into in connection with the implementation thereof;
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(a)
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if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Junior Subordinated Note for payment (where presentation is permitted or required for payment) within 30 days after the date on which such payment or such Junior Subordinated Note became due and payable or the date on which payment thereof is duly provided for, whichever is later,
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(b)
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with respect to any payment of principal of (or premium, if any, on) or interest on such Junior Subordinated Note to any holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note,
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(c)
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with respect to any Taxes imposed by Ireland or the Netherlands (or, in each case, any political subdivision or any authority or agency therein or thereof having power to tax) on any payment on the Junior Subordinated Notes made to a holder who is not a Qualified Holder (as defined below) or
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(d)
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in respect of any Junior Subordinated Note where such withholding or deduction is imposed as a result of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8), (a), (b) and (c) of this paragraph.
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(I)
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with respect to any Taxes imposed by Ireland or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is
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(i)
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an individual who is not tax resident in Ireland and who is resident for the purposes of tax in a country (other than Ireland) which is a member of the European Union or a country with which Ireland has a double tax treaty in effect, in each case as of the date on which the Junior Subordinated Notes are issued (a “Qualified Jurisdiction” );
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(ii)
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a body corporate resident for the purposes of tax in a Qualified Jurisdiction and which is not controlled (directly or indirectly) by Irish tax residents;
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(iii)
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a body corporate that is not resident in Ireland for the purposes of tax, which is under the direct or indirect control of persons who are resident for the purposes of tax in a Qualified Jurisdiction and are not under the ultimate control of persons not resident in a Qualified Jurisdiction; or
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(iv)
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a body corporate that is not resident for tax purposes in Ireland, the principal class of shares of which (or of its 75% parent or where wholly owned by two or more companies, each such company) is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Qualified Jurisdiction or on such other stock exchange approved by the Irish Minister for Finance (which includes The New York Stock Exchange), and
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(II)
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with respect to any Taxes imposed by the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is not a Dutch Tax Resident. For the avoidance of doubt, and without limiting the generality of the foregoing, a person is a Dutch Tax Resident if such person is dual resident in the Netherlands and another jurisdiction.
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(1)
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the payment of principal or interest;
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(2)
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redemption prices or purchase prices in connection with a redemption or purchase of Junior Subordinated Notes; or
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(3)
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any other amount payable on or with respect to any of the Junior Subordinated Notes or any Guarantee;
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(1)
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the shortening of the length of time the Junior Subordinated Notes are assigned a particular level of equity credit by that Rating Organization as compared to the length of time they were, or would have been, assigned that level of equity credit by that Rating Organization or its predecessor on the Issue Date; or
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(2)
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the lowering of the equity credit assigned to the Junior Subordinated Notes by that rating agency as compared to the equity credit assigned by that Rating Organization or its predecessor on the Issue Date (including by assigning equity credit to a portion of the Junior Subordinated Notes that is less than the portion of the Junior Subordinated Notes assigned equity credit on the Issue Date).
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(1)
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a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or
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(2)
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any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), but, for the avoidance of doubt, not including the withdrawal or nonrenewal of any ruling, concession or confirmation in respect of procedures to establish a holder’s entitlement to an exemption from, or reduction of, a withholding tax,
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(1)
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AerCap is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than AerCap) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of AerCap or under the laws of a Permitted Jurisdiction (AerCap or such Person, as the case may be, being herein called “Successor AerCap”);
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(2)
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Successor AerCap, if other than AerCap, expressly assumes all the obligations of AerCap under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;
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(3)
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if the Successor AerCap is other than AerCap, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor AerCap’s obligations under the Indenture and the Junior Subordinated Notes; and
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(4)
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Successor AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;
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(1)
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the applicable Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or under the laws of a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called “Successor Guarantor”);
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(2)
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the Successor Guarantor, if other than the applicable Guarantor, expressly assumes all the obligations of such Guarantor under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;
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(3)
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the Successor Guarantor, if other than the applicable Guarantor, shall have delivered, or cause to be delivered, to the Trustee an opinion of counsel (which may contain customary exceptions) stating that the Guarantee to be provided by such Successor Guarantor has been duly authorized, executed and delivered by such Successor Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Guarantor; and
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(4)
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the Successor Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;
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(1)
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change the stated maturity of the principal of or any installment of principal or interest on any Junior Subordinated Note;
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(2)
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reduce the principal amount payable of, or the rate of interest on, any Junior Subordinated Note;
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(3)
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change the date on which any Junior Subordinated Notes may be subject to redemption, or reduce the redemption price therefor;
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(4)
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reduce any premium payable;
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(5)
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make any Junior Subordinated Note payable in a currency other than U.S. dollars;
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(6)
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impair the right of the holders of the Junior Subordinated Notes to institute suit for the enforcement of any payment on or after the stated maturity thereof;
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(7)
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release the Guarantee of any Guarantor that is a Significant Subsidiary;
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(8)
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amend, change or modify any provision of the Indenture affecting the ranking of the Junior Subordinated Notes in a manner adverse to the holders of the Junior Subordinated Notes; or
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(9)
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make any change in the preceding amendment, supplement or waiver provisions.
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(1)
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to evidence either AerCap’s succession by another Person;
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(2)
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to comply with the covenant described under the caption “Certain Covenants—Merger and Sale of Assets”;
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(3)
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to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
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(4)
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to add covenants for the benefit of the holders of the Junior Subordinated Notes;
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(5)
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to add Guarantees under the Indenture in accordance with the terms of the Indenture;
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(6)
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to secure the Junior Subordinated Notes;
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(7)
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to evidence the appointment of a successor trustee;
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(8)
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to conform the text of the Indenture or the Junior Subordinated Notes to any provision of the “Description of Junior Subordinated Notes” in the prospectus supplement pursuant to which the Junior Subordinated Notes were initially offered to investors to the extent that such provision was intended by AerCap to be a verbatim recitation of a provision of the Indenture, which intent shall be evidenced by an Officers’ Certificate delivered to the Trustee; or
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(9)
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to cure any ambiguity, to correct or supplement any provision of the Indenture inconsistent with other provisions or make any other provision that does not adversely affect the interests of the holders the Junior Subordinated Notes in any material respect, as determined by AerCap.
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(1)
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the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the Junior Subordinated Notes when such payments are due, subject to AerCap’s right to elect to forgo payment of such interest;
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(2)
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AerCap’s obligations with respect to the register, transfer and exchange of such Junior Subordinated Notes and with respect to mutilated, destroyed, lost or stolen Junior Subordinated Notes;
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(3)
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AerCap’s obligations to maintain an office or agency in the place designated for payment of such Junior Subordinated Notes and with respect to the treatment of funds held by paying agents;
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(4)
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AerCap’s obligations to hold, or cause the paying agent to hold, in trust money for the payment of principal and interest, if applicable, due on the Junior Subordinated Notes at the time Outstanding for the benefit of the holders;
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(5)
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certain obligations to the Trustee; and
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(6)
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certain obligations arising in connection with such discharge of obligations.
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(1)
|
AerCap must have irrevocably deposited with the Trustee trust funds for the payment of the Junior Subordinated Notes. The trust funds must consist of U.S. dollars or U.S. Government Obligations, or a combination thereof, that will be in an amount sufficient without reinvestment to pay at maturity or redemption the entire amount of principal and interest on the Junior Subordinated Notes;
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(2)
|
in the case of legal defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that (i) AerCap has received from, or there has been published by, the U.S. Internal Revenue Service (the “IRS”) a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case stating that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;
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(3)
|
in the case of covenant defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;
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(4)
|
AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss in the jurisdiction of tax residence of AerCap for income tax purposes as a result of such defeasance and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred;
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(5)
|
AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate stating that the deposit was not made by AerCap with the intent of defeating, hindering, delaying or defrauding any creditors of AerCap; and
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(6)
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AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to such defeasance, as the case may be, have been complied with.
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(1)
|
either:
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(a)
|
all Junior Subordinated Notes theretofore authenticated and delivered, except lost, stolen or destroyed Junior Subordinated Notes that have been replaced or paid and Junior Subordinated Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or
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(b)
|
all Junior Subordinated Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year, and AerCap has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Junior Subordinated Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, if any, to the date of maturity or redemption;
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(2)
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AerCap has paid or caused to be paid all sums payable under the Indenture; and
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(3)
|
AerCap has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Junior Subordinated Notes at maturity or the redemption date, as the case may be.
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(1)
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Junior Subordinated Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
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(2)
|
Junior Subordinated Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than AerCap) in trust or set aside and segregated in trust by AerCap (if AerCap shall act as its own paying agent);
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(3)
|
Junior Subordinated Notes that have been defeased pursuant to the procedures specified under the caption “Legal Defeasance and Covenant Defeasance” above; and
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(4)
|
Junior Subordinated Notes that have been paid in lieu of reissuance relating to lost, stolen, destroyed or mutilated certificates, or in exchange for or in lieu of which other Junior Subordinated Notes have been authenticated and delivered pursuant to the Indenture, other than any such Junior Subordinated Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Junior Subordinated Notes are held by a bona fide purchaser in whose hands such Junior Subordinated Notes are valid obligations of AerCap and the Guarantors; provided, however, that in determining whether the holders of the requisite principal amount of the Outstanding Junior Subordinated Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, Junior Subordinated Notes owned by AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Junior Subordinated Notes that the Trustee knows to be so owned shall be so disregarded. Junior Subordinated Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Junior Subordinated Notes and that the pledgee is not AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor.
|
(1)
|
direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or
|
(2)
|
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.
|
Consolidated
|
|
|
ILFC Aruba A.V.V.
|
|
Aruba
|
ILFC Australia Holdings Pty. Ltd.
|
|
Australia
|
ILFC Australia Pty. Ltd.
|
|
Australia
|
Wombat 3495 Leasing Pty Ltd
|
|
Australia
|
Wombat 3547 Leasing Pty Ltd
|
|
Australia
|
Wombat 3668 Leasing Pty Ltd
|
|
Australia
|
Wombat V Leasing Pty Ltd
|
|
Australia
|
AerCap Holdings (Bermuda) Limited
|
|
Bermuda
|
AerCap International Bermuda Limited
|
|
Bermuda
|
AerCap Leasing 3034 (Bermuda) Limited
|
|
Bermuda
|
AerCap Leasing MSN 2413 (Bermuda) Limited
|
|
Bermuda
|
AerFunding 1 Limited
|
|
Bermuda
|
AerFunding Bermuda Leasing Limited
|
|
Bermuda
|
Aircraft Lease Securitisation II Limited
|
|
Bermuda
|
Aquarius Aircraft Leasing Limited
|
|
Bermuda
|
Ararat Aircraft Leasing Limited
|
|
Bermuda
|
Belmar Bermuda Leasing Limited
|
|
Bermuda
|
CloudFunding III Limited
|
|
Bermuda
|
Copperstream Aircraft Leasing Limited
|
|
Bermuda
|
Flotlease 973 (Bermuda) Limited
|
|
Bermuda
|
Flying Fortress Bermuda Leasing Ltd.
|
|
Bermuda
|
GLS Atlantic Alpha Limited
|
|
Bermuda
|
Goldstream Aircraft Leasing Limited
|
|
Bermuda
|
ILFC (Bermuda) 5, Ltd.
|
|
Bermuda
|
ILFC (Bermuda) III, Ltd.
|
|
Bermuda
|
International Lease Finance Corporation, Limited
|
|
Bermuda
|
Lare Leasing Limited
|
|
Bermuda
|
LC (BERMUDA) NO 2 L.P.
|
|
Bermuda
|
LC (BERMUDA) NO. 2 LTD
|
|
Bermuda
|
Poseidon Leasing (Bermuda) Limited
|
|
Bermuda
|
Roselawn Leasing Limited
|
|
Bermuda
|
Ross Leasing Limited
|
|
Bermuda
|
Sierra Leasing Limited
|
|
Bermuda
|
Silverstream Aircraft Leasing Limited
|
|
Bermuda
|
Skylease Bermuda Limited
|
|
Bermuda
|
Wahaflot Leasing 3699 (Bermuda) Limited
|
|
Bermuda
|
Westpark 1 Aircraft Leasing Limited
|
|
Bermuda
|
Whitestream Aircraft Leasing Limited
|
|
Bermuda
|
Whitney Leasing Limited
|
|
Bermuda
|
AerCap Aircraft Purchase Limited
|
|
Cayman Islands
|
AerCap HK-320-A Limited
|
|
Cayman Islands
|
AerCap HK-320-B Limited
|
|
Cayman Islands
|
AerCap HK-320-C Limited
|
|
Cayman Islands
|
ILFC Cayman Limited
|
|
Cayman Islands
|
Eaststar Limited
|
|
China
|
North Star Company Limited
|
|
China
|
Southstar Limited
|
|
China
|
Sunstar Limited
|
|
China
|
Calais Location S.A.R.L.
|
|
France
|
Grenoble Location S.A.R.L.
|
|
France
|
ILFC France S.A.R.L.
|
|
France
|
Nancy Location S.A.R.L.
|
|
France
|
Whitney France Leasing S.A.R.L.
|
|
France
|
Aerborne Funding II Limited
|
|
Ireland
|
AerBorne Funding Limited
|
|
Ireland
|
AerCap A330 Holdings Limited
|
|
Ireland
|
AerCap Administrative Services Limited
|
|
Ireland
|
AerCap Aircraft 73B-30661 Limited
|
|
Ireland
|
AerCap Aircraft 73B-32841 Limited
|
|
Ireland
|
AerCap Aircraft 77B-32717 Limited
|
|
Ireland
|
AerCap Asset Finance Limited
|
|
Ireland
|
AerCap Cash Manager Limited
|
|
Ireland
|
AerCap Celtavia 4 Limited
|
|
Ireland
|
AerCap Engine Leasing Limited
|
|
Ireland
|
AerCap Finance Limited
|
|
Ireland
|
AerCap Financial Services (Ireland) Limited
|
|
Ireland
|
AerCap Holding & Finance Limited
|
|
Ireland
|
AerCap Ireland Asset Investment 1 Limited
|
|
Ireland
|
AerCap Ireland Asset Investment 2 Limited
|
|
Ireland
|
AerCap Ireland Capital Designated Activity Company
|
|
Ireland
|
AerCap Ireland Funding 1 Limited
|
|
Ireland
|
AerCap Ireland Limited
|
|
Ireland
|
AerCap Irish Aircraft Leasing 2 Limited
|
|
Ireland
|
AerCap Leasing 3034 Limited
|
|
Ireland
|
AerCap Leasing 32A-2406 Limited
|
|
Ireland
|
AerCap Leasing 32A-2448 Limited
|
|
Ireland
|
AerCap Leasing 8 Limited
|
|
Ireland
|
AerCap Leasing 946 Limited
|
|
Ireland
|
AerCap Partners 2 Holding Limited
|
|
Ireland
|
AerCap Partners 2 Limited
|
|
Ireland
|
AerCap Partners 767 Holdings Limited
|
|
Ireland
|
AerCap Partners 767 Limited
|
|
Ireland
|
AerCap Partners I Holding Limited
|
|
Ireland
|
AerCap Partners I Limited
|
|
Ireland
|
AerFi Group Limited
|
|
Ireland
|
AerVenture Export Leasing Limited
|
|
Ireland
|
AerVenture Limited
|
|
Ireland
|
Aircraft Portfolio Holding Company Limited
|
|
Ireland
|
Aircraft Portfolio Holding Company No. 2 Limited
|
|
Ireland
|
Andes Aircraft Leasing Limited
|
|
Ireland
|
Andromeda Aircraft Leasing Limited
|
|
Ireland
|
Annamite Aircraft Leasing Limited
|
|
Ireland
|
Arctic Leasing No.2 Limited
|
|
Ireland
|
Arctic Leasing No.3 Limited
|
|
Ireland
|
Arfaj Aircraft Leasing Limited
|
|
Ireland
|
Artemis (Delos) Limited
|
|
Ireland
|
Artemis Aircraft 32A-1925 Limited
|
|
Ireland
|
Artemis Aircraft 32A-3309 Limited
|
|
Ireland
|
Artemis Aircraft 32A-3385 (Ireland) Limited
|
|
Ireland
|
Artemis Aircraft 32A-3388 (Ireland) Limited
|
|
Ireland
|
Artemis Aircraft 73B-30671 Limited
|
|
Ireland
|
Artemis Aircraft 77B-32725 Limited
|
|
Ireland
|
Artemis Ireland Leasing Limited
|
|
Ireland
|
Ballymoon Aircraft Solutions Limited
|
|
Ireland
|
Ballysky Aircraft Ireland Limited
|
|
Ireland
|
Ballystar Aircraft Solutions Limited
|
|
Ireland
|
BlowfishFunding Limited
|
|
Ireland
|
Burgundy Aircraft Leasing Limited
|
|
Ireland
|
Calliope Limited
|
|
Ireland
|
Camden Aircraft Leasing Limited
|
|
Ireland
|
Cash Manager Limited
|
|
Ireland
|
Castletroy Leasing Limited
|
|
Ireland
|
CelestialFunding Limited
|
|
Ireland
|
Celtago Funding Limited
|
|
Ireland
|
Celtago II Funding Limited
|
|
Ireland
|
Cesium Funding Limited
|
|
Ireland
|
Charleville Aircraft Leasing Limited
|
|
Ireland
|
CieloFunding Holdings Limited
|
|
Ireland
|
CieloFunding II Limited
|
|
Ireland
|
CieloFunding Limited
|
|
Ireland
|
Clarity Leasing Limited
|
|
Ireland
|
CloudFunding II Limited
|
|
Ireland
|
CloudFunding Limited
|
|
Ireland
|
CuttlefishFunding Limited
|
|
Ireland
|
Danang Aircraft Leasing Limited
|
|
Ireland
|
Danang Aircraft Leasing No. 2 Limited
|
|
Ireland
|
DartfishFunding Designated Activity Company
|
|
Ireland
|
Delos Aircraft 76B-29387 Designated Activity Company
|
|
Ireland
|
Delos Aircraft Limited
|
|
Ireland
|
Eden Aircraft Holding No. 2 Limited
|
|
Ireland
|
Electra Funding Ireland Limited
|
|
Ireland
|
Eris Aircraft Limited
|
|
Ireland
|
Excalibur Aircraft Leasing Limited
|
|
Ireland
|
Fansipan Aircraft Leasing Limited
|
|
Ireland
|
FirefishFunding Limited
|
|
Ireland
|
Flotlease MSN 3699 Limited
|
|
Ireland
|
Flotlease MSN 973 Limited
|
|
Ireland
|
FlyFunding Limited
|
|
Ireland
|
Flying Fortress Ireland Leasing Limited
|
|
Ireland
|
Fortress Aircraft 32A-2730 Limited
|
|
Ireland
|
Fortress Aircraft 33A-0366 Limited
|
|
Ireland
|
Fortress Aircraft 76B-29383 Designated Activity Company
|
|
Ireland
|
Fortress Aircraft 78B-38761 Limited
|
|
Ireland
|
Fortress Ireland Leasing Limited
|
|
Ireland
|
Geministream Aircraft Leasing Limited
|
|
Ireland
|
Gladius Funding Limited
|
|
Ireland
|
Glide Aircraft 35A-29 Ltd
|
|
Ireland
|
Glide Aircraft 73B-41815 Limited
|
|
Ireland
|
Glide Aircraft 78B-38765 Limited
|
|
Ireland
|
Glide Funding Limited
|
|
Ireland
|
Goldfish Funding Limited
|
|
Ireland
|
Gunung Leasing Limited
|
|
Ireland
|
Harmonic Aircraft Leasing Limited
|
|
Ireland
|
Hyperion Aircraft Financing Limited
|
|
Ireland
|
Hyperion Aircraft Limited
|
|
Ireland
|
ILFC Aircraft 32A-1808 Limited
|
|
Ireland
|
ILFC Aircraft 32A-1884 Limited
|
|
Ireland
|
ILFC Aircraft 32A-1901 Limited
|
|
Ireland
|
ILFC Aircraft 32A-1905 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2064 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2076 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2279 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2707 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2726 Limited
|
|
Ireland
|
ILFC Aircraft 32A-2797 Limited
|
|
Ireland
|
ILFC Aircraft 32A-3065 Limited
|
|
Ireland
|
ILFC Aircraft 32A-3070 Limited
|
|
Ireland
|
ILFC Aircraft 32A-3114 Limited
|
|
Ireland
|
ILFC Aircraft 32A-3116 Limited
|
|
Ireland
|
ILFC Aircraft 32A-3124 Limited
|
|
Ireland
|
ILFC Aircraft 32A-4619 Limited
|
|
Ireland
|
ILFC Aircraft 32A-591 Limited
|
|
Ireland
|
ILFC Aircraft 32A-666 Limited
|
|
Ireland
|
ILFC Aircraft 33A-1284 Limited
|
|
Ireland
|
ILFC Aircraft 33A-253 Limited
|
|
Ireland
|
ILFC Aircraft 33A-272 Limited
|
|
Ireland
|
ILFC Aircraft 33A-432 Limited
|
|
Ireland
|
ILFC Aircraft 33A-444 Limited
|
|
Ireland
|
ILFC Aircraft 33A-454 Limited
|
|
Ireland
|
ILFC Aircraft 33A-469 Limited
|
|
Ireland
|
ILFC Aircraft 33A-822 Limited
|
|
Ireland
|
ILFC Aircraft 33A-911 Limited
|
|
Ireland
|
ILFC Aircraft 73B-29344 Limited
|
|
Ireland
|
ILFC Aircraft 73B-29368 Limited
|
|
Ireland
|
ILFC Aircraft 73B-29369 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30658 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30665 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30667 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30669 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30672 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30673 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30694 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30695 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30696 Limited
|
|
Ireland
|
ILFC Aircraft 73B-30701 Limited
|
|
Ireland
|
ILFC Aircraft 73B-35275 Limited
|
|
Ireland
|
ILFC Aircraft 73B-38828 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41784 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41785 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41789 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41790 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41791 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41792 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41793 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41795 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41802 Limited
|
|
Ireland
|
ILFC Aircraft 73B-41803 Limited
|
|
Ireland
|
ILFC Aircraft 75B-26330 Limited
|
|
Ireland
|
ILFC Aircraft 75B-27208 Designated Activity Company
|
|
Ireland
|
ILFC Aircraft 75B-29381 Limited
|
|
Ireland
|
ILFC Aircraft 76B-27610 Limited
|
|
Ireland
|
ILFC Aircraft 76B-27616 Limited
|
|
Ireland
|
ILFC Aircraft 76B-27958 Limited
|
|
Ireland
|
ILFC Aircraft 76B-28111 Limited
|
|
Ireland
|
ILFC Aircraft 76B-28207 Limited
|
|
Ireland
|
ILFC Aircraft 76B-29435 Limited
|
|
Ireland
|
ILFC Aircraft 77B-29908 Limited
|
|
Ireland
|
ILFC Ireland Leasing Limited
|
|
Ireland
|
ILFC Ireland Limited
|
|
Ireland
|
Iridium Funding Limited
|
|
Ireland
|
Jade Aircraft Leasing Limited
|
|
Ireland
|
Jasmine Aircraft Leasing Limited
|
|
Ireland
|
Jasper Aircraft Leasing Limited
|
|
Ireland
|
Leostream Aircraft Leasing Limited
|
|
Ireland
|
Librastream Aircraft Leasing Limited
|
|
Ireland
|
Liffey Aircraft Leasing Limited
|
|
Ireland
|
Limelight Funding Limited
|
|
Ireland
|
Lishui Aircraft Leasing Limited
|
|
Ireland
|
Mainstream Aircraft Leasing Limited
|
|
Ireland
|
Melodic Aircraft Leasing Limited
|
|
Ireland
|
Menelaus I Limited
|
|
Ireland
|
Menelaus II Designated Activity Company
|
|
Ireland
|
Menelaus III Limited
|
|
Ireland
|
Menelaus IV Limited
|
|
Ireland
|
Menelaus V Limited
|
|
Ireland
|
Menelaus VI Limited
|
|
Ireland
|
Menelaus VII Limited
|
|
Ireland
|
Menelaus VIII Limited
|
|
Ireland
|
Mentes I Ireland Leasing Limited
|
|
Ireland
|
Mentes II Ireland Leasing Limited
|
|
Ireland
|
Mentes III Ireland Leasing Limited
|
|
Ireland
|
Mentes IV Ireland Leasing Limited
|
|
Ireland
|
Mentes V Ireland Leasing Limited
|
|
Ireland
|
Mentes VI Ireland Leasing Limited
|
|
Ireland
|
Mentes VII Ireland Leasing Limited
|
|
Ireland
|
Monophonic Aircraft Leasing Limited
|
|
Ireland
|
Moonlight Aircraft Leasing (Ireland) Limited
|
|
Ireland
|
NimbusFunding Limited
|
|
Ireland
|
Pearl Funding Limited
|
|
Ireland
|
Philharmonic Aircraft Leasing Limited
|
|
Ireland
|
Platinum Aircraft Leasing Limited
|
|
Ireland
|
Polyphonic Aircraft Leasing Limited
|
|
Ireland
|
Quadrant MSN 5719 Limited
|
|
Ireland
|
Quadrant MSN 5802 Limited
|
|
Ireland
|
Quadrant MSN 5869 Limited
|
|
Ireland
|
Quiescent Holdings Limited
|
|
Ireland
|
RainbowFunding Limited
|
|
Ireland
|
Rhodium Funding Limited
|
|
Ireland
|
Riggs Leasing Limited
|
|
Ireland
|
Rouge Aircraft Leasing Limited
|
|
Ireland
|
Scandium Funding Limited
|
|
Ireland
|
Scarlet Aircraft Leasing Limited
|
|
Ireland
|
Serranus Funding Limited
|
|
Ireland
|
Shrewsbury Aircraft Leasing Limited
|
|
Ireland
|
SkyFunding II Holdings Limited
|
|
Ireland
|
SkyFunding II Limited
|
|
Ireland
|
SkyFunding Leasing 1 Limited
|
|
Ireland
|
SkyFunding Limited
|
|
Ireland
|
Skylease MSN (3365) Limited
|
|
Ireland
|
Skylease MSN (3392) Limited
|
|
Ireland
|
Skylease MSN 3545 Limited
|
|
Ireland
|
Skylease MSN 3564 Limited
|
|
Ireland
|
Skylease MSN 3574 Limited
|
|
Ireland
|
Skylease MSN 3711 Limited
|
|
Ireland
|
Skylease MSN 3778 Limited
|
|
Ireland
|
Skylease MSN 3825 Limited
|
|
Ireland
|
Skylease MSN 3859 Limited
|
|
Ireland
|
Skylease MSN 4168 Limited
|
|
Ireland
|
Skylease MSN 4241 Limited
|
|
Ireland
|
Skylease MSN 4254 Limited
|
|
Ireland
|
Skylease MSN 4267 Limited
|
|
Ireland
|
Skyscape Limited
|
|
Ireland
|
SoraFunding Limited
|
|
Ireland
|
StratocumulusFunding Limited
|
|
Ireland
|
StratusFunding Limited
|
|
Ireland
|
Streamline Aircraft Leasing Limited
|
|
Ireland
|
Sunflower Aircraft Leasing Limited
|
|
Ireland
|
Symphonic Aircraft Leasing Limited
|
|
Ireland
|
Synchronic Aircraft Leasing Limited
|
|
Ireland
|
Temescal Aircraft 32A-2383 Limited
|
|
Ireland
|
Temescal Aircraft 33A-0758 Limited
|
|
Ireland
|
TetraFunding Limited
|
|
Ireland
|
Transversal Aircraft Holdings Limited
|
|
Ireland
|
Transversal Aircraft Leasing Limited
|
|
Ireland
|
Triple Eight Aircraft Holdings Limited
|
|
Ireland
|
Triple Eight Aircraft Leasing Limited
|
|
Ireland
|
Verde Aircraft Finance Limited
|
|
Ireland
|
Verde Aircraft Investment Limited
|
|
Ireland
|
Virgostream Aircraft Leasing Limited
|
|
Ireland
|
Whitney Ireland Leasing Limited
|
|
Ireland
|
XLease MSN 3008 Limited
|
|
Ireland
|
XLease MSN 3420 Limited
|
|
Ireland
|
Acorn Aviation Limited
|
|
Isle of Man
|
AerCap Holding (IOM) Limited
|
|
Isle of Man
|
AerCap IOM 2 Limited
|
|
Isle of Man
|
CRESCENT AVIATION LIMITED
|
|
Isle of Man
|
Stallion Aviation Limited
|
|
Isle of Man
|
AerCap Jet Limited
|
|
Jersey
|
Delos Finance S.a.r.l.
|
|
Luxembourg
|
ILFC Labuan ECA Ltd.
|
|
Malaysia
|
ILFC Labuan Ltd.
|
|
Malaysia
|
AerCap A330 Holdings B.V.
|
|
Netherlands
|
AerCap AerVenture Holding B.V.
|
|
Netherlands
|
AerCap Aircraft 73B-30645 B.V.
|
|
Netherlands
|
AerCap Aviation Solutions B.V.
|
|
Netherlands
|
AerCap B.V.
|
|
Netherlands
|
AerCap Dutch Aircraft Leasing I B.V.
|
|
Netherlands
|
AerCap Dutch Aircraft Leasing IV B.V.
|
|
Netherlands
|
AerCap Dutch Aircraft Leasing VII B.V.
|
|
Netherlands
|
AerCap Dutch Global Aviation B.V.
|
|
Netherlands
|
AerCap Group Services B.V.
|
|
Netherlands
|
AerCap International B.V.
|
|
Netherlands
|
AerCap Leasing XIII B.V.
|
|
Netherlands
|
AerCap Leasing XXX B.V.
|
|
Netherlands
|
AerCap Netherlands B.V.
|
|
Netherlands
|
Annamite Aircraft Leasing B.V.
|
|
Netherlands
|
BlowfishFunding B.V.
|
|
Netherlands
|
Clearstream Aircraft Leasing B.V.
|
|
Netherlands
|
FodiatorFunding B.V.
|
|
Netherlands
|
Goldfish Funding B.V.
|
|
Netherlands
|
Harmony Funding B.V.
|
|
Netherlands
|
Harmony Funding Holdings B.V.
|
|
Netherlands
|
ILFC Aviation Services (Europe) B.V.
|
|
Netherlands
|
NimbusFunding B.V.
|
|
Netherlands
|
Sapa Aircraft Leasing B.V.
|
|
Netherlands
|
StratocumulusFunding B.V.
|
|
Netherlands
|
Worldwide Aircraft Leasing B.V.
|
|
Netherlands
|
AerCap Singapore Pte. Ltd.
|
|
Singapore
|
ILFC Singapore Pte. Ltd.
|
|
Singapore
|
32904 Sverige AB
|
|
Sweden
|
AerFi Sverige AB
|
|
Sweden
|
International Lease Finance Corporation (Sweden) AB
|
|
Sweden
|
AerCap UK Limited
|
|
United Kingdom
|
Aircraft 32A-3424 Limited
|
|
United Kingdom
|
Aircraft 32A-3454 Limited
|
|
United Kingdom
|
Archytas Aviation Limited
|
|
United Kingdom
|
ILFC UK Limited
|
|
United Kingdom
|
Temescal UK Limited
|
|
United Kingdom
|
Whitney UK Leasing Limited
|
|
United Kingdom
|
AerCap Global Aviation Trust
|
|
United States
|
AerCap Group Services, LLC
|
|
United States
|
AerCap Hangar 52, Inc.
|
|
United States
|
AerCap Leasing USA I, LLC
|
|
United States
|
AerCap Leasing USA II, LLC
|
|
United States
|
AerCap U.S. Global Aviation LLC
|
|
United States
|
AerCap, LLC
|
|
United States
|
AeroTurbine, LLC
|
|
United States
|
Aircraft 32A-1658 Inc.
|
|
United States
|
Aircraft 32A-1905 Inc.
|
|
United States
|
Aircraft 32A-1946 Inc.
|
|
United States
|
Aircraft 32A-2024 Inc.
|
|
United States
|
Aircraft 32A-2594 Inc.
|
|
United States
|
Aircraft 32A-2731 Inc.
|
|
United States
|
Aircraft 32A-585 Inc.
|
|
United States
|
Aircraft 32A-645 Inc.
|
|
United States
|
Aircraft 32A-726 Inc.
|
|
United States
|
Aircraft 32A-760 Inc.
|
|
United States
|
Aircraft 32A-775 Inc.
|
|
United States
|
Aircraft 32A-782 Inc.
|
|
United States
|
Aircraft 32A-993, Inc.
|
|
United States
|
Aircraft 33A-132, Inc.
|
|
United States
|
Aircraft 33A-358 Inc.
|
|
United States
|
Aircraft 34A-152 Inc.
|
|
United States
|
Aircraft 34A-395 Inc.
|
|
United States
|
Aircraft 34A-48 Inc.
|
|
United States
|
Aircraft 34A-93 Inc.
|
|
United States
|
Aircraft 73B-26317 Inc.
|
|
United States
|
Aircraft 73B-28249 Inc.
|
|
United States
|
Aircraft 73B-28252 Inc.
|
|
United States
|
Aircraft 73B-30036 Inc.
|
|
United States
|
Aircraft 73B-30646 Inc.
|
|
United States
|
Aircraft 73B-30661 Inc.
|
|
United States
|
Aircraft 73B-30671 Inc.
|
|
United States
|
Aircraft 73B-30730 Inc.
|
|
United States
|
Aircraft 73B-32796 Inc.
|
|
United States
|
Aircraft 73B-32841 Inc.
|
|
United States
|
Aircraft 73B-38821 Inc.
|
|
United States
|
Aircraft 73B-41794 Inc.
|
|
United States
|
Aircraft 73B-41796 Inc.
|
|
United States
|
Aircraft 73B-41806 Inc.
|
|
United States
|
Aircraft 73B-41815 Inc.
|
|
United States
|
Aircraft 74B-27602 Inc.
|
|
United States
|
Aircraft 75B-28834 Inc.
|
|
United States
|
Aircraft 75B-28836 Inc.
|
|
United States
|
Aircraft 76B-26261 Inc.
|
|
United States
|
Aircraft 76B-26327 Inc.
|
|
United States
|
Aircraft 76B-26329 Inc.
|
|
United States
|
Aircraft 76B-27597 Inc.
|
|
United States
|
Aircraft 76B-27600 Inc.
|
|
United States
|
Aircraft 76B-27613 Inc.
|
|
United States
|
Aircraft 76B-28132 Inc.
|
|
United States
|
Aircraft 76B-28206 Inc.
|
|
United States
|
Aircraft 77B-29404 Inc.
|
|
United States
|
Aircraft 77B-32723 Inc.
|
|
United States
|
Aircraft Andros Inc.
|
|
United States
|
Aircraft B757 29377 Inc.
|
|
United States
|
Aircraft B757 29382 Inc.
|
|
United States
|
Aircraft B767 29388 Inc.
|
|
United States
|
Aircraft Lotus Inc.
|
|
United States
|
Aircraft SPC-12, LLC
|
|
United States
|
Aircraft SPC-3, Inc.
|
|
United States
|
Aircraft SPC-4, Inc.
|
|
United States
|
Aircraft SPC-8, Inc.
|
|
United States
|
Aircraft SPC-9, LLC
|
|
United States
|
Apollo Aircraft Inc.
|
|
United States
|
Artemis US Inc.
|
|
United States
|
Brokat Leasing, LLC
|
|
United States
|
CABREA, Inc.
|
|
United States
|
Camden Aircraft Leasing Trust
|
|
United States
|
Charmlee Aircraft Inc.
|
|
United States
|
Cloudbreak Aircraft Leasing Inc.
|
|
United States
|
Doheny Investment Holding Trust
|
|
United States
|
Euclid Aircraft, Inc.
|
|
United States
|
Fleet Solutions Holdings LLC
|
|
United States
|
Flying Fortress Financing, LLC
|
|
United States
|
Flying Fortress Holdings, LLC
|
|
United States
|
Flying Fortress Investments, LLC
|
|
United States
|
Flying Fortress US Leasing Inc.
|
|
United States
|
Grand Staircase Aircraft, LLC
|
|
United States
|
ILFC Aircraft 78B-38799 Inc.
|
|
United States
|
ILFC Aviation Consulting, Inc.
|
|
United States
|
ILFC Dover, Inc.
|
|
United States
|
ILFC Volare, Inc.
|
|
United States
|
Interlease Aircraft Trading Corporation
|
|
United States
|
Interlease Management Corporation
|
|
United States
|
International Lease Finance Corporation
|
|
United States
|
Maiden Leasing, LLC
|
|
United States
|
Park Topanga Aircraft, LLC
|
|
United States
|
Pelican 35302, Inc.
|
|
United States
|
Temescal Aircraft, LLC
|
|
United States
|
Whitney US Leasing, Inc.
|
|
United States
|
Participations
|
|
|
AerDragon Aviation Partners Limited and Subsidiaries (16.7%)
|
|
Ireland
|
Peregrine Aviation Company Limited and Subsidiaries (9.5%)
|
|
Ireland
|
AerLift Leasing Limited and Subsidiaries (39.3%)
|
|
Isle of Man
|
Acsal Holdco LLC (19.4%)
|
|
United States
|
1.
|
I have reviewed this annual report on Form 20-F of AerCap Holdings N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Aengus Kelly
|
Signature
|
|
Aengus Kelly
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of AerCap Holdings N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Peter Juhas
|
Signature
|
|
Peter Juhas
Chief Financial Officer
|
Date: March 5, 2020
|
By:
|
|
|
|
/s/ Aengus Kelly
|
|
|
Aengus Kelly
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: March 5, 2020
|
By:
|
|
|
|
/s/ Peter Juhas
|
|
|
Peter Juhas
|
|
|
Chief Financial Officer
|